Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the quarterly period ended January 31, 2010
COMMISSION
FILE NUMBER 1-15321
SMITHFIELD
FOODS, INC.
200
Commerce Street
Smithfield,
Virginia 23430
(757)
365-3000
Virginia
|
52-0845861
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|||
(State of Incorporation)
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(I.R.S. Employer Identification Number)
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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 x No ¨
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes ¨ No ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x
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Accelerated filer
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¨
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Non-accelerated
filer ¨
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Smaller reporting company
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¨
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes ¨ No x
At
March 5,
2010, 165,835,632
shares of the registrant’s Common Stock ($.50 par value per share) were
outstanding.
SMITHFIELD
FOODS, INC.
TABLE
OF CONTENTS
PAGE
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PART
I—FINANCIAL INFORMATION
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Item 1.
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3
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3
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4
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5
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6
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Item 2.
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23
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Item 3.
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41
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Item 4.
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41
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PART
II—OTHER INFORMATION
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Item 1.
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42
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Item 1A.
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42
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Item 2.
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44
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Item 3.
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44
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Item 4.
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44
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Item 5.
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44
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Item 6.
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45
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46
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2
PART
I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL
STATEMENTS
CONSOLIDATED
CONDENSED STATEMENTS OF INCOME
(in
millions, except per share data)
Three
Months Ended
|
Nine
Months Ended
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|||||||||||||||
January
31, 2010
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February
1, 2009
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January
31, 2010
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February
1, 2009
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|||||||||||||
(unaudited)
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(unaudited)
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|||||||||||||||
Sales
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$ | 2,884.7 | $ | 3,348.2 | $ | 8,292.4 | $ | 9,637.1 | ||||||||
Cost
of sales
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2,600.5 | 3,263.9 | 7,741.2 | 9,125.0 | ||||||||||||
Gross
profit
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284.2 | 84.3 | 551.2 | 512.1 | ||||||||||||
Selling,
general and administrative expenses
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194.5 | 202.2 | 558.3 | 602.5 | ||||||||||||
Equity
in (income) loss of affiliates
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(6.8 | ) | 17.6 | (30.6 | ) | 41.6 | ||||||||||
Operating
profit (loss)
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96.5 | (135.5 | ) | 23.5 | (132.0 | ) | ||||||||||
Interest
expense
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67.2 | 62.2 | 198.9 | 163.7 | ||||||||||||
Other
(income) loss
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- | (63.5 | ) | 11.0 | (63.5 | ) | ||||||||||
Income
(loss) from continuing operations before income taxes
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29.3 | (134.2 | ) | (186.4 | ) | (232.2 | ) | |||||||||
Income
tax benefit
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(8.0 | ) | (26.1 | ) | (89.6 | ) | (62.5 | ) | ||||||||
Income
(loss) from continuing operations
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37.3 | (108.1 | ) | (96.8 | ) | (169.7 | ) | |||||||||
Income
from discontinued operations, net of tax of $2.1 and $44.3
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- | 2.4 | - | 52.5 | ||||||||||||
Net
income (loss)
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$ | 37.3 | $ | (105.7 | ) | $ | (96.8 | ) | $ | (117.2 | ) | |||||
Income
(loss) per basic and diluted share:
|
||||||||||||||||
Continuing
operations
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$ | .22 | $ | (.75 | ) | $ | (.63 | ) | $ | (1.21 | ) | |||||
Discontinued
operations
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- | .01 | - | .37 | ||||||||||||
Net
income (loss)
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$ | .22 | $ | (.74 | ) | $ | (.63 | ) | $ | (.84 | ) | |||||
Weighted
average shares:
|
||||||||||||||||
Weighted
average basic shares
|
165.8 | 143.6 | 154.2 | 140.3 | ||||||||||||
Effect
of dilutive stock options
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0.2 | - | - | - | ||||||||||||
Weighted
average diluted shares
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166.0 | 143.6 | 154.2 | 140.3 |
See
Notes to Consolidated Condensed Financial Statements
3
CONSOLIDATED
CONDENSED BALANCE SHEETS
(in
millions, except share data)
January
31, 2010
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May
3,
2009
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|||||||
(Unaudited)
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||||||||
ASSETS
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||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
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$ | 401.7 | $ | 119.0 | ||||
Accounts
receivable, net
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651.1 | 595.2 | ||||||
Inventories
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1,843.4 | 1,896.1 | ||||||
Prepaid
expenses and other current assets
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372.6 | 174.2 | ||||||
Total
current assets
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3,268.8 | 2,784.5 | ||||||
Property,
plant and equipment, net
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2,376.9 | 2,443.0 | ||||||
Goodwill
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823.0 | 820.0 | ||||||
Investments
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643.9 | 601.6 | ||||||
Intangible
assets, net
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390.7 | 392.2 | ||||||
Other
assets
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201.1 | 158.9 | ||||||
Total
assets
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$ | 7,704.4 | $ | 7,200.2 | ||||
LIABILITIES
AND EQUITY
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||||||||
Current
liabilities:
|
||||||||
Notes
payable
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$ | 25.1 | $ | 17.5 | ||||
Current
portion of long-term debt and capital lease obligations
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86.1 | 320.8 | ||||||
Accounts
payable
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378.6 | 390.2 | ||||||
Accrued
expenses and other current liabilities
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631.6 | 558.3 | ||||||
Total
current liabilities
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1,121.4 | 1,286.8 | ||||||
Long-term
debt and capital lease obligations
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2,892.8 | 2,567.3 | ||||||
Other
liabilities
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783.4 | 715.5 | ||||||
Redeemable
noncontrolling interests
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- | 8.3 | ||||||
Commitments
and contingencies
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||||||||
Equity:
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||||||||
Shareholders'
equity:
|
||||||||
Preferred
stock, $1.00 par value, 1,000,000 authorized shares
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- | - | ||||||
Common
stock, $.50 par value, 500,000,000 authorized shares; 165,835,632 and
143,576,842 issued and outstanding
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82.9 | 71.8 | ||||||
Additional
paid-in capital
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1,612.6 | 1,353.8 | ||||||
Stock
held in trust
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(65.4 | ) | (64.8 | ) | ||||
Retained
earnings
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1,543.3 | 1,640.1 | ||||||
Accumulated
other comprehensive loss
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(275.2 | ) | (388.5 | ) | ||||
Total
shareholders’ equity
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2,898.2 | 2,612.4 | ||||||
Noncontrolling
interests
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8.6 | 9.9 | ||||||
Total
equity
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2,906.8 | 2,622.3 | ||||||
Total
liabilities and equity
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$ | 7,704.4 | $ | 7,200.2 |
See
Notes to Consolidated Condensed Financial Statements
4
CONSOLIDATED
CONDENSED STATEMENTS OF CASH FLOWS
(in
millions)
Nine
Months Ended
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||||||||
January
31, 2010
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February
1, 2009
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|||||||
(Unaudited)
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||||||||
Cash
flows from operating activities:
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||||||||
Net
loss
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$ | (96.8 | ) | $ | (117.2 | ) | ||
Adjustments
to reconcile net cash flows from operating activities:
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||||||||
Income
from discontinued operations, net of tax
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- | (52.5 | ) | |||||
Impairment
of assets
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45.1 | 78.2 | ||||||
Equity
in (income) loss of affiliates
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(30.6 | ) | 41.6 | |||||
Depreciation
and amortization
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178.3 | 207.3 | ||||||
Loss on
sale of property, plant and equipment
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18.5 | 9.9 | ||||||
Gain
on sale of investments
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(4.5 | ) | (57.6 | ) | ||||
Changes
in operating assets and liabilities and other, net
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32.5 | (29.4 | ) | |||||
Net
cash flows from operating activities
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142.5 | 80.3 | ||||||
Cash
flows from investing activities:
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||||||||
Capital
expenditures
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(136.4 | ) | (154.4 | ) | ||||
Dispositions
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23.3 | 575.5 | ||||||
Insurance
proceeds
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9.9 | - | ||||||
Investments
and other
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12.5 | 3.7 | ||||||
Net
cash flows from investing activities
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(90.7 | ) | 424.8 | |||||
Cash
flows from financing activities:
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||||||||
Proceeds
from the issuance of long-term debt
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840.1 | 600.0 | ||||||
Principal
payments on long-term debt and capital lease obligations
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(323.7 | ) | (169.4 | ) | ||||
Net
repayments on revolving credit facilities and notes
payables
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(479.4 | ) | (892.3 | ) | ||||
Proceeds
from the issuance of common stock and stock option
exercises
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294.8 | 122.3 | ||||||
Repurchases
of debt
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- | (86.2 | ) | |||||
Purchase
of call options
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- | (88.2 | ) | |||||
Proceeds
from the sale of warrants
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- | 36.7 | ||||||
Debt
issuance costs and other
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(62.8 | ) | (11.0 | ) | ||||
Purchase
of redeemable noncontrolling interest
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(38.9 | ) | - | |||||
Net
cash flows from financing activities
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230.1 | (488.1 | ) | |||||
Cash
flows from discontinued operations:
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||||||||
Net
cash flows from operating activities
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- | 34.7 | ||||||
Net
cash flows from investing activities
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- | (7.0 | ) | |||||
Net
cash flows from financing activities
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- | (0.8 | ) | |||||
Net
cash flows from discontinued operations activities
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- | 26.9 | ||||||
Effect
of foreign exchange rate changes on cash
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0.8 | (10.6 | ) | |||||
Net
change in cash and cash equivalents
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282.7 | 33.3 | ||||||
Cash
and cash equivalents at beginning of period
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119.0 | 57.3 | ||||||
Cash
and cash equivalents at end of period
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$ | 401.7 | $ | 90.6 | ||||
Non-cash
investing and financing activities:
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||||||||
Investment
in Butterball
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$ | - | $ | (24.5 | ) | |||
Common
stock issued for acquisition
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$ | - | $ | (60.4 | ) |
See
Notes to Consolidated Condensed Financial Statements
5
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
NOTE
1: GENERAL
Smithfield
Foods, Inc., together with its subsidiaries (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
reporting segments: Pork, International, Hog Production, Other and
Corporate.
You
should read these statements in conjunction with the audited consolidated
financial statements and the related notes included in our Annual Report on Form
10-K for the fiscal year ended May 3, 2009. The enclosed interim consolidated
condensed financial information is unaudited. 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.
Unless
otherwise stated, the amounts presented in these notes to our consolidated
condensed financial statements are based on continuing operations for all fiscal
periods included. The three months ended January 31, 2010 correspond to the
third quarter of fiscal 2010 and the three months ended February 1, 2009
correspond to the third quarter of fiscal 2009. Certain prior year amounts have
changed as a result of the adoption of certain accounting pronouncements as
discussed in Note 2—Accounting Changes and New Accounting Guidance, and to
conform to current year presentations.
Our year consists of either 52 or 53 weeks, ending on the Sunday
nearest April 30. The three and nine months ended January 31, 2010
consisted of 13 and 39 weeks, respectively. The three and nine months ended
February 1, 2009 consisted of 14 and 40 weeks, respectively.
NOTE
2: ACCOUNTING CHANGES AND NEW ACCOUNTING GUIDANCE
In
January 2010, the Financial Accounting Standards Board (FASB) issued
authoritative guidance intended to improve disclosures about fair value
measurements. The guidance requires entities to disclose significant transfers
in and out of fair value hierarchy levels and the reasons for the transfers and
to present information about purchases, sales, issuances and settlements
separately in the reconciliation of fair value measurements using significant
unobservable inputs (Level 3). Additionally, the guidance clarifies that a
reporting entity should provide fair value measurements for each class of assets
and liabilities and disclose the inputs and valuation techniques used for fair
value measurements using significant other observable inputs (Level 2) and
significant unobservable inputs (Level 3). The new guidance is effective for
interim and annual periods beginning after December 15, 2009. Accordingly,
we will adopt the new guidance in the fourth quarter of fiscal 2010.
In
June 2009 and December 2009, the FASB issued guidance requiring an analysis to
determine whether a variable interest gives the entity a controlling financial
interest in a variable interest entity. This guidance requires an ongoing
assessment and eliminates the quantitative approach previously required for
determining whether an entity is the primary beneficiary. This guidance is
effective for fiscal years beginning after November 15, 2009. Accordingly, we
will adopt this guidance in fiscal year 2011. We are in the process of
evaluating the potential impacts of such adoption.
In
April 2009, the FASB issued new disclosure requirements about the fair value of
financial instruments in interim financial statements. We adopted the new
requirements in the first quarter of fiscal 2010. See Note 15—Fair Value
Measurements for required disclosures.
In
September 2008, the Emerging Issues Task Force (EITF) issued guidance for
determining whether an equity-linked financial instrument (or embedded feature)
is indexed to an entity’s own stock. The new guidance requires retrospective
application with restatement of prior periods. We adopted the new guidance in
the first quarter of fiscal 2010 and determined that it had no impact on our
consolidated condensed financial statements.
In
May 2008, the FASB issued new accounting guidance for convertible debt
instruments that may be settled in cash upon conversion (including partial cash
settlement). Under the new guidance, issuers of such instruments should
separately account for the liability and equity components in a manner that will
reflect the entity’s nonconvertible debt borrowing rate when interest cost is
recognized in subsequent periods. The amount allocated to the equity component
represents a discount to the debt, which is amortized into interest expense
using the effective interest method over the life of the debt. We adopted the
new accounting guidance in the first quarter of fiscal 2010 and applied it
retrospectively to all periods presented. Refer to Note 9—Debt for further
discussion of the impact of this new accounting guidance on our consolidated
condensed financial statements.
6
In
December 2007, the FASB issued new accounting and disclosure guidance on how to
recognize, measure and present assets acquired, liabilities assumed,
noncontrolling interests and any goodwill recognized in a business combination.
The objective of this new guidance is to improve the information included in
financial reports about the nature and financial effects of business
combinations. We adopted the new guidance in the first
quarter of fiscal 2010, and will apply it prospectively to all future business
combinations. The adoption did not have a significant impact on our consolidated
condensed financial statements, and the impact on our consolidated condensed
financial statements in future periods will depend on the nature and size of any
future business combinations.
In
December 2007, the FASB issued new accounting and reporting guidance for a
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. This guidance clarifies that a noncontrolling interest in a
subsidiary is an ownership interest in the consolidated entity and should be
reported as equity in the consolidated financial statements, rather than as a
liability or in the mezzanine section between liabilities and equity. The new
guidance also requires consolidated net income to be reported at amounts that
include the amounts attributable to both the parent and the noncontrolling
interest. We adopted the new accounting guidance in the first quarter of fiscal
2010, and are applying
it prospectively, except for the consolidated condensed statements of income
where income attributable to noncontrolling interests is immaterial for the
periods presented. The new presentation and disclosure requirements have been
applied retrospectively. The adoption of this guidance did not have a
significant impact on our consolidated condensed financial statements.
In
September 2006, the FASB issued new accounting and disclosure guidance that
defines fair value, establishes a framework for measuring fair value in
accounting principles generally accepted in the United States, and expands
disclosures about fair value measurements. It does not require any new fair
value measurements. The new guidance was effective for fiscal years beginning
after November 15, 2007, and interim periods within those fiscal years for
financial assets and liabilities, and for fiscal years beginning after
November 15, 2008 for all nonrecurring fair value measurements of
nonfinancial assets and liabilities. We adopted the new guidance for financial
assets and liabilities in the first quarter of fiscal 2009 and for nonrecurring
fair value measurements of nonfinancial assets and liabilities in the first
quarter of fiscal 2010. The adoption did not have a significant impact on our
consolidated financial statements. See Note 15— Fair Value Measurements for
additional disclosures on fair value measurements.
NOTE
3: DISCONTINUED OPERATIONS
Smithfield
Beef, Inc. (Smithfield Beef)
In
March 2008 (fiscal 2008), we entered into an agreement with JBS S.A., a company
organized and existing under the laws of Brazil (JBS), to sell Smithfield Beef,
our beef processing and cattle feeding operation that encompassed our entire
Beef segment. In October 2008 (fiscal 2009), we completed the sale of Smithfield
Beef for $575.5 million in cash.
The
remaining live cattle inventories of Smithfield Beef, which were excluded from
the JBS transaction, were sold in the first quarter of fiscal 2010. Our results
from the sale of the live cattle inventories that were excluded from the JBS
transaction are reported in income from continuing operations in the Other
segment.
We
recorded an estimated pre-tax gain of $95.2 million ($51.9 million net of tax)
on the sale of Smithfield Beef in income from discontinued operations in the
second quarter of fiscal 2009. We recorded an additional gain of
approximately $4.5 million ($2.4 million net of tax) in the third quarter of
fiscal 2009 for the settlement of differences in working capital at closing from
agreed-upon targets. These gains were recorded in income (loss) from
discontinued operations.
The
following table presents sales, interest expense and net income of
Smithfield Beef for the fiscal periods indicated. Interest expense is allocated
to discontinued operations based on specific borrowings by the discontinued
operations. These results are reported in income from discontinued
operations.
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
January
31, 2010
|
February
1, 2009
|
January
31, 2010
|
February
1, 2009
|
|||||||||||||
(in
millions)
|
(in
millions)
|
|||||||||||||||
Sales
|
$ | - | $ | - | $ | - | $ | 1,699.0 | ||||||||
Interest
expense
|
- | - | - | 17.3 | ||||||||||||
Net
income
|
- | - | - | 0.9 |
7
Smithfield
Bioenergy, LLC (SBE)
In
April 2007 (fiscal 2007), we decided to exit the alternative fuels business and
in May 2008 (fiscal 2009), we completed the sale of substantially all of the
assets of SBE for $11.5 million. The results of SBE are presented in income from
discontinued operations. The following table presents sales, interest expense
and net loss of SBE for the fiscal periods indicated. These results are reported
in income from discontinued operations.
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
January
31, 2010
|
February
1, 2009
|
January
31, 2010
|
February
1, 2009
|
|||||||||||||
(in
millions)
|
(in
millions)
|
|||||||||||||||
Sales
|
$ | - | $ | - | $ | - | $ | 3.8 | ||||||||
Interest
expense
|
- | - | - | 1.3 | ||||||||||||
Net
loss
|
- | - | - | (2.7 | ) |
NOTE
4: INVENTORIES
Inventories
consist of the following:
January
31, 2010
|
May
3,
2009
|
|||||||
(in
millions)
|
||||||||
Live
hogs
|
$ | 846.3 | $ | 838.4 | ||||
Fresh
and packaged meats
|
742.8 | 789.1 | ||||||
Manufacturing
supplies
|
83.1 | 72.7 | ||||||
Grains
and other
|
171.2 | 195.9 | ||||||
Total
inventories
|
$ | 1,843.4 | $ | 1,896.1 | ||||
NOTE
5: DERIVATIVES AND HEDGING ACTIVITIES
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, and will in the future, avail ourselves of either acceptable
method. 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 amounts recognized for derivative instruments and amounts
recognized for the right to reclaim cash collateral (a receivable) or the
obligation to return cash collateral (a payable) arising from derivative
instruments recognized at fair value executed with the same counterparty under a
master netting arrangement. As of January 31, 2010, prepaid expenses and other
current assets included $88.2 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. As of January 31, 2010, we had $14.0 million
posted as collateral related to an interest rate swap. We have reviewed our
derivative contracts and have determined that they do not contain credit
contingent features which would require us to post additional collateral if we
did not maintain a credit rating equivalent to what was in place at the time the
contracts were entered into.
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, and therefore our credit risk
is not significant. 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 31, 2010, we had
credit exposure of
$4.8
million on non-exchange traded derivative contracts, excluding the
effects of netting arrangements. As a result of netting arrangements, our credit
exposure was reduced
to $3.8
million. No significant concentrations of credit risk existed as of January 31,
2010.
8
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 on a gross basis. 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 accrued expenses and other current
liabilities or other liabilities, as appropriate.
Assets
|
Liabilities
|
|||||||||||||||
January
31, 2010
|
May
3,
2009
|
January
31, 2010
|
May
3,
2009
|
|||||||||||||
(in
millions)
|
(in
millions)
|
|||||||||||||||
Derivatives
using the "hedge accounting" method:
|
||||||||||||||||
Grain
contracts
|
$ | 6.9 | $ | 10.4 | $ | 21.6 | $ | 17.7 | ||||||||
Livestock
contracts
|
11.6 | - | 2.0 | - | ||||||||||||
Interest
rate contracts
|
- | 0.6 | 9.6 | 10.3 | ||||||||||||
Foreign
exchange contracts
|
2.1 | 2.8 | 0.1 | 14.4 | ||||||||||||
Total
|
20.6 | 13.8 | 33.3 | 42.4 | ||||||||||||
Derivatives
using the “mark-to-market” method:
|
||||||||||||||||
Grain
contracts
|
1.5 | 10.2 | 12.9 | 16.2 | ||||||||||||
Livestock
contracts
|
11.8 | 21.9 | 10.5 | 6.3 | ||||||||||||
Energy
contracts
|
0.1 | - | 3.9 | 13.0 | ||||||||||||
Foreign
exchange contracts
|
1.7 | 0.3 | 0.8 | 1.6 | ||||||||||||
Total
|
15.1 | 32.4 | 28.1 | 37.1 | ||||||||||||
Total
fair value of derivative instruments
|
$ | 35.7 | $ | 46.2 | $ | 61.4 | $ | 79.5 |
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 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. We generally do not hedge anticipated transactions beyond twelve
months.
During
the nine months ended January 31, 2010, the range of notional volumes associated
with open derivative instruments designated in cash flow hedging relationships
was as follows:
Minimum
|
Maximum
|
Metric
|
|||||||
Commodities:
|
|||||||||
Corn
|
- | 79,035,000 |
Bushels
|
||||||
Soybean
meal
|
78,900 | 551,200 |
Tons
|
||||||
Lean
Hogs
|
- | 264,800,000 |
Pounds
|
||||||
Interest
rate
|
200,000,000 | 200,000,000 |
U.S.
Dollars
|
||||||
Foreign
currency (1)
|
37,993,270 | 106,247,277 |
U.S.
Dollars
|
(1) Amounts represent the U.S. dollar
equivalent of various foreign exchange contracts.
When
cash flow hedge accounting is applied, derivative gains or losses from these
cash flow hedges are recognized as a component of other comprehensive income
(loss) (OCI) 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.
9
The
following table presents the effects on our consolidated condensed financial
statements of gains and losses on derivative instruments designated in cash flow
hedging relationships for the fiscal periods indicated:
Gain
(Loss) Recognized in OCI on Derivative (Effective Portion)
|
Gain
(Loss) Reclassified from Accumulated OCI into Earnings (Effective
Portion)
|
Loss
Recognized in Earnings on Derivative (Ineffective Portion)
|
||||||||||||||||||||||
Three
Months Ended
|
Three
Months Ended
|
Three
Months Ended
|
||||||||||||||||||||||
January
31, 2010
|
February
1, 2009
|
January
31, 2010
|
February
1, 2009
|
January
31, 2010
|
February
1, 2009
|
|||||||||||||||||||
(in
millions)
|
(in
millions)
|
(in
millions)
|
||||||||||||||||||||||
Commodity
contracts:
|
||||||||||||||||||||||||
Grain
contracts
|
$ | (12.7 | ) | $ | 14.1 | $ | (0.6 | ) | $ | (41.1 | ) | $ | 0.2 | $ | 3.4 | |||||||||
Lean
hog contracts
|
(3.8 | ) | - | 1.7 | - | (0.3 | ) | - | ||||||||||||||||
Interest
rate contracts
|
(0.9 | ) | (6.1 | ) | (1.1 | ) | (0.8 | ) | - | - | ||||||||||||||
Foreign
exchange contracts
|
1.0 | (8.1 | ) | 1.1 | (1.3 | ) | - | - | ||||||||||||||||
Total
|
$ | (16.4 | ) | $ | (0.1 | ) | $ | 1.1 | $ | (43.2 | ) | $ | (0.1 | ) | $ | 3.4 | ||||||||
Nine
Months Ended
|
Nine
Months Ended
|
Nine
Months Ended
|
||||||||||||||||||||||
January
31, 2010
|
February
1, 2009
|
January
31, 2010
|
February
1, 2009
|
January
31, 2010
|
February
1, 2009
|
|||||||||||||||||||
(in
millions)
|
(in
millions)
|
(in
millions)
|
||||||||||||||||||||||
Commodity
contracts:
|
||||||||||||||||||||||||
Grain
contracts
|
$ | (9.9 | ) | $ | (202.6 | ) | $ | (84.3 | ) | $ | (42.0 | ) | $ | (6.6 | ) | $ | (4.7 | ) | ||||||
Lean
hog contracts
|
1.9 | - | 4.9 | - | (0.4 | ) | - | |||||||||||||||||
Interest
rate contracts
|
0.5 | (11.1 | ) | (3.7 | ) | (1.1 | ) | - | - | |||||||||||||||
Foreign
exchange contracts
|
11.6 | (9.1 | ) | (3.5 | ) | (0.8 | ) | - | - | |||||||||||||||
Total
|
$ | 4.1 | $ | (222.8 | ) | $ | (86.6 | ) | $ | (43.9 | ) | $ | (7.0 | ) | $ | (4.7 | ) |
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.
As
of January 31, 2010, there were deferred net losses of $16.0
million, net of tax of $10.2 million, in accumulated other comprehensive
loss. As of May 3, 2009, there were deferred net losses of $77.1 million, net of
tax of $34.6 million, in accumulated other comprehensive loss. We expect to
reclassify $2.5 million ($1.5 million net of tax) of the deferred net losses on
closed commodity contracts into earnings within the next twelve
months.
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. We also enter into interest rate swaps
to manage interest rate risk associated with our fixed rate borrowings. When
fair value hedge accounting is applied, derivative gains and losses from these
fair value hedges 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
and interest expense for interest rate contracts.
During
the nine months ended January 31, 2010, the range of notional volumes associated
with open derivative instruments designated in fair value hedging relationships
was as follows:
Minimum
|
Maximum
|
Metric
|
|||||||
Commodities:
|
|||||||||
Corn
|
2,435,000 | 11,610,000 |
Bushels
|
||||||
Lean
Hogs
|
- | 726,160,000 |
Pounds
|
||||||
Interest
rate
|
- | 50,000,000 |
U.S.
Dollars
|
||||||
Foreign
currency (1)
|
16,051,549 | 24,836,547 |
U.S.
Dollars
|
(1) Amounts represent the U.S. dollar
equivalent of various foreign exchange contracts.
10
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:
Gain
(Loss) Recognized in Earnings on Derivative
|
Gain
(Loss) Recognized in Earnings on Related Hedged Item
|
|||||||||||||||
Three
Months Ended
|
Three
Months Ended
|
|||||||||||||||
January
31, 2010
|
February
1, 2009
|
January
31, 2010
|
February
1, 2009
|
|||||||||||||
(in
millions)
|
(in
millions)
|
|||||||||||||||
Commodity
contracts
|
$ | 11.1 | $ | 0.1 | $ | (15.5 | ) | $ | - | |||||||
Interest
rate contracts
|
- | 0.4 | - | (0.4 | ) | |||||||||||
Foreign
exchange contracts
|
(0.3 | ) | (0.6 | ) | 0.3 | - | ||||||||||
Total
|
$ | 10.8 | $ | (0.1 | ) | $ | (15.2 | ) | $ | (0.4 | ) | |||||
Nine
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
January
31, 2010
|
February
1, 2009
|
January
31, 2010
|
February
1, 2009
|
|||||||||||||
(in
millions)
|
(in
millions)
|
|||||||||||||||
Commodity
contracts
|
$ | 18.0 | $ | 13.6 | $ | (21.2 | ) | $ | (14.8 | ) | ||||||
Interest
rate contracts
|
0.6 | 2.4 | (0.6 | ) | (2.4 | ) | ||||||||||
Foreign
exchange contracts
|
2.8 | (1.8 | ) | (1.1 | ) | - | ||||||||||
Total
|
$ | 21.4 | $ | 14.2 | $ | (22.9 | ) | $ | (17.2 | ) |
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 31, 2010, 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
|
9,000,000 | 872,160,000 |
Pounds
|
||||||
Corn
|
3,125,000 | 27,560,000 |
Bushels
|
||||||
Soybean
meal
|
- | 501,272 |
Tons
|
||||||
Soybeans
|
140,000 | 575,000 |
Bushels
|
||||||
Wheat
|
- | 360,000 |
Bushels
|
||||||
Live
cattle
|
- | 6,000,000 |
Pounds
|
||||||
Pork
bellies
|
- | 1,920,000 |
Pounds
|
||||||
Natural
gas
|
2,770,000 | 5,040,000 |
Million
BTU's
|
||||||
Foreign
currency (1)
|
60,029,232 | 152,462,490 |
U.S.
Dollars
|
(1) Amounts represent the U.S. dollar
equivalent of various foreign exchange contracts.
11
The
following table presents the amount of gains (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:
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
January
31, 2010
|
February
1, 2009
|
January
31, 2010
|
February
1, 2009
|
|||||||||||||
(in
millions)
|
(in
millions)
|
|||||||||||||||
Commodity
contracts
|
$ | (8.1 | ) | $ | 22.7 | $ | 6.4 | $ | 74.0 | |||||||
Interest
rate contracts
|
- | - | - | 0.2 | ||||||||||||
Foreign
exchange contracts
|
(0.9 | ) | 5.3 | (11.9 | ) | 6.3 | ||||||||||
Total
|
$ | (9.0 | ) | $ | 28.0 | $ | (5.5 | ) | $ | 80.5 |
NOTE
6: IMPAIRMENT OF LONG-LIVED ASSETS
Hog
Farms
In
June 2009 (fiscal 2010), we decided to further reduce our domestic sow herd by
3%, or approximately 30,000 sows, which was accomplished by ceasing hog
production operations and closing certain of our hog farms. In addition, in the
first quarter of fiscal 2010, we began marketing certain other hog
farms. As a result of these decisions, we recorded total
impairment charges of $34.1 million, including an allocation of goodwill, in the
first quarter of fiscal 2010 to write down the hog farm assets to their
estimated fair values. The impairment charges were recorded in the Hog
Production segment. See Note 15—Fair Value Measurements for further
discussion.
Prior
to the third quarter of fiscal 2010, we had classified certain hog farm assets
that were being marketed as held for sale within prepaid expenses and other
current assets in the consolidated condensed balance sheets. During the third
quarter of fiscal 2010, it became apparent that a sale of these assets was not
likely to be completed within twelve months. We have reclassified
these assets, which consist primarily of property, plant and equipment, as
assets held and used within property, plant and equipment, net in the
consolidated condensed balance sheets. The carrying amount of these
assets was $27.9 million as of January 31, 2010 and $33.1 million as of May
3, 2009.
RMH
Foods, LLC (RMH)
In October
2009 (fiscal 2010), we entered into an agreement to sell substantially all of
the assets of RMH, a subsidiary within the Pork segment, for $9.5 million, plus
the assumption by the buyer of certain liabilities, subject to customary
post-closing adjustments, including adjustments for differences in working
capital at closing from agreed-upon targets. We recorded pre-tax charges
totaling $3.5 million in the Pork segment in the second quarter of fiscal 2010
to write-down the assets of RMH to their fair values. These charges were
recorded in cost of sales in the consolidated condensed statement of
income.
In
December 2009 (fiscal 2010), we completed the sale of RMH for $9.1 million, plus
$1.4 million of liabilities assumed by the buyer.
Sioux
City, Iowa Plant
In
January 2010 (fiscal 2010), we announced that we will be closing our fresh pork
processing plant located in Sioux City, Iowa in April 2010 (fiscal 2010). The
Sioux City plant is one of our oldest and least efficient plants. The plant
design severely limits our ability to produce value-added packaged meats
products and maximize production throughput. A majority of the plant’s
production will be transferred to other nearby Smithfield plants.
As
a result of the planned closure, we recorded charges of $13.1 million. These
charges consisted of $3.6 million for the write-down of long-lived assets, $2.5
million of unusable inventories and $7.0 million for estimated severance
benefits pursuant to contractual and ongoing benefit arrangements. Substantially
all of these charges were recorded in cost of sales in the Pork segment. We do
not expect any significant future charges associated with the plant
closure.
12
NOTE
7: RESTRUCTURING
In
February 2009 (fiscal 2009), we announced a plan to consolidate and streamline
the corporate structure and manufacturing operations of our Pork segment (the
Restructuring Plan). The Restructuring Plan included the closure of
six plants, the last of which was closed in February 2010 (fiscal
2010).
The
following table summarizes the balance of accrued expenses, the cumulative
expense incurred to date and the expected remaining expenses to be incurred
related to the Restructuring Plan by major type of cost. All of these charges
were recorded in the Pork segment.
Accrued
Balance
May
3, 2009
|
1st
Quarter
FY 2010 Expense
|
2nd
Quarter FY 2010 Expense
|
3rd
Quarter FY 2010 Expense
|
Payments
|
Accrued
Balance
January
31,
2010
|
Cumulative
Expense-to-Date
|
Estimated
Remaining Expense
|
|||||||||||||||||||||||||
Restructuring
charges:
|
(in
millions)
|
|||||||||||||||||||||||||||||||
Employee
severance and related benefits
|
$ | 11.9 | $ | (0.2 | ) | $ | 0.4 | $ | 0.2 | $ | (3.0 | ) | $ | 9.3 | $ | 12.7 | $ | 0.4 | ||||||||||||||
Other
associated costs
|
0.5 | 6.5 | 3.0 | 3.1 | (11.4 | ) | 1.7 | 14.3 | 8.5 | |||||||||||||||||||||||
Total
restructuring charges
|
$ | 12.4 | $ | 6.3 | $ | 3.4 | $ | 3.3 | $ | (14.4 | ) | $ | 11.0 | 27.0 | $ | 8.9 | ||||||||||||||||
Impairment
charges:
|
||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
69.9 | |||||||||||||||||||||||||||||||
Inventory
|
4.8 | |||||||||||||||||||||||||||||||
Total
impairment charges
|
74.7 | |||||||||||||||||||||||||||||||
Total
restructuring and impairment charges
|
$ | 101.7 |
Employee
severance and related benefits primarily include severance benefits and an
estimated obligation for the partial withdrawal from a multiemployer pension
plan. Other associated costs consist primarily of plant consolidation and
plant wind-down expenses, all of which are expensed as incurred. Of the $13.5
million of restructuring and impairment charges recorded in fiscal 2010, $8.6
million was recorded in cost of sales with the remainder recorded in selling,
general and administrative expenses. Substantially all of the estimated
remaining expenses are expected to be incurred by the first
half of fiscal 2011.
NOTE
8: INVESTMENTS
Investments
consist of the following:
Equity
Investment
|
% Owned
|
January
31, 2010
|
May
3,
2009
|
|||||||||
(in
millions)
|
||||||||||||
Campofrío
Food Group (CFG) (1)
|
37% | $ | 444.5 | $ | 417.8 | |||||||
Butterball,
LLC (Butterball)
|
49% | 96.3 | 78.2 | |||||||||
Mexican
joint ventures
|
Various
|
66.7 | 53.9 | |||||||||
Other
|
Various
|
36.4 | 51.7 | |||||||||
Total
investments
|
$ | 643.9 | $ | 601.6 |
(1)
|
Prior
to the third quarter of fiscal 2009, we owned 50% of Groupe Smithfield
S.L. (Groupe Smithfield) and 24% of Campofrío Alimentación,
S.A. (Campofrío). Those entities merged in the third
quarter of fiscal 2009 to form CFG, of which we currently own
37%. The amounts presented for CFG throughout this Quarterly
Report on Form 10-Q represent the combined historical results of Groupe
Smithfield and Campofrío.
|
Equity
in (income) loss of affiliates consists of the following:
Three
Months Ended
|
Nine
Months Ended
|
||||||||||||||||
Equity
Investment
|
Segment
|
January
31, 2010
|
February
1, 2009
|
January
31, 2010
|
February
1, 2009
|
||||||||||||
(in
millions)
|
(in
millions)
|
||||||||||||||||
Butterball
|
Other
|
$ | (7.9 | ) | $ | (3.9 | ) | $ | (15.3 | ) | $ | 16.6 | |||||
CFG
(2)
|
International
|
5.3 | 0.6 | (2.5 | ) | 4.2 | |||||||||||
Mexican
joint ventures
|
Various
|
(4.4 | ) | 9.1 | (11.3 | ) | 10.3 | ||||||||||
All
other equity method investments
|
Various
|
0.2 | 11.8 | (1.5 | ) | 10.5 | |||||||||||
Equity
in (income) loss of affiliates
|
$ | (6.8 | ) | $ | 17.6 | $ | (30.6 | ) | $ | 41.6 |
(2)
|
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.
|
13
CFG
As
of January 31, 2010, we held 37,811,302 shares of CFG common stock. The stock
was valued at €6.48 per
share (approximately $8.98 per share) on the close of the last day of trading
before the end of our third quarter of fiscal 2010. Based on the stock price and
foreign exchange rate as of January 31, 2010, the carrying value of our
investment in CFG, net of the cumulative translation adjustment, exceeded the
market value of the underlying securities by $79.9 million. We have
analyzed our investment in CFG for impairment and have determined that the
decline in value is temporary. We have based our conclusion on the historical
prices and trading volumes of the stock, the impact of the movement in foreign
currency translation, the duration of time in which the carrying value of the
investment exceeded its fair value, our level of involvement with the entity,
and our intent and ability to hold the investment long-term. Based on our
assessment, no impairment was recorded.
In the third quarter of fiscal 2010, as part of a debt restructuring,
CFG redeemed certain of its debt instruments and as a result, we recorded $10.4
million of charges in equity income in the third quarter of fiscal 2010.
During the first quarter of fiscal 2010, we received a cash dividend
from CFG totaling approximately $16.6 million.
Sale of Farasia Corporation
(Farasia)
In November 2009 (fiscal 2010), we completed the sale of our
investment in Farasia, a 50/50 Chinese joint venture formed in 2001, for RMB
97.0 million ($14.2 million at the time of the transaction). Farasia's
wholly-owned subsidiary, Maverick Food Company Limited, focuses mainly on hot
dogs and other sausages, whole and sliced ham, bacon, Chinese-style processed
meat, and frozen and convenience food. We recorded, in selling, general and
administrative expenses, a $4.5 million pre-tax gain in the third quarter of
fiscal 2010 on the sale of our investment in Farasia.
NOTE
9: DEBT
2014
Notes
In
July 2009 (fiscal 2010), we issued $625 million aggregate principal amount of
10% senior secured notes at a price equal to 96.201% of their face value. In
August 2009 (fiscal 2010), we issued an additional $225 million aggregate
principal amount of 10% senior secured notes at a price equal to 104% of their
face value, plus accrued interest from July 2, 2009 to August 14, 2009.
Collectively, these notes, which mature in July 2014, are referred to as the
“2014 Notes.”
Interest
payments are due semi-annually on January 15 and July 15. The 2014 Notes are
guaranteed by substantially all of our U.S. subsidiaries. The 2014 Notes are
secured by first-priority liens, subject to permitted liens and exceptions for
excluded assets, in substantially all of the guarantors’ real property, fixtures
and equipment (collectively, the Non-ABL Collateral) and are secured by
second-priority liens on cash and cash equivalents, deposit accounts, accounts
receivable, inventory, other personal property relating to such inventory and
accounts receivable and all proceeds therefrom, intellectual property, and
certain capital stock and interests, which secure the ABL Credit Facility (as
defined below) on a first-priority basis (collectively, the ABL
Collateral).
The
2014 Notes will rank equally in right of payment to all of our existing and
future senior debt and senior in right of payment to all of our existing and
future subordinated debt. The guarantees will rank equally in right of payment
with all of the guarantors’ existing and future senior debt and senior in right
of payment to all of the guarantors’ existing and future subordinated debt. In
addition, the 2014 Notes are structurally subordinated to the liabilities of our
non-guarantor subsidiaries.
We
incurred offering expenses of approximately $22.8 million, which are being
amortized, along with the discount and premium, into interest expense over the
five-year life of the 2014 Notes. We used the net proceeds from the
issuance of the 2014 Notes, together with other available cash, to repay
borrowings and terminate commitments under our then existing $1.3 billion
secured revolving credit agreement (the U.S. Credit Facility), to repay the
outstanding balance under our then existing €300 million European secured
revolving credit facility (the Euro Credit Facility), to repay and/or refinance
other indebtedness and for other general corporate purposes. We cancelled the
Euro Credit Facility, which was scheduled to mature in August 2010 (fiscal
2011), upon repayment of the outstanding balance. In the second quarter of
fiscal 2010, in connection with the cancellation of the Euro Credit Facility, we
recorded $3.0 million of charges primarily related to the write-off of
unamortized costs associated with the facility as a loss on debt
extinguishment.
Asset-Based
Credit Facility
In
July 2009 (fiscal 2010), we entered into a new asset-based revolving credit
agreement totaling $1.0 billion that supports short-term funding needs and
letters of credit (the ABL Credit Facility), which, along with the 2014 Notes,
replaced the U.S. Credit Facility, which was scheduled to expire in August
2010 (fiscal 2011). Loans made under the ABL Credit Facility will mature and the
commitments thereunder will terminate in July 2012. However, the ABL
Credit Facility will be subject to an earlier maturity if we fail to satisfy
certain conditions related to the refinancing or repayment of our senior notes
due 2011. The ABL Credit Facility provides for an option, subject to
certain conditions, to increase total commitments to $1.3 billion in the
future.
The
ABL Credit Facility requires an unused commitment fee of 1% per annum on
the undrawn portion of the facility (subject to a stepdown in the event more
than 50% of the commitments under the facility are utilized).
14
Obligations
under the ABL Credit Facility are guaranteed by substantially all of our U.S.
subsidiaries and are secured by a first-priority lien on the ABL Collateral. Our
obligations under the ABL Credit Facility are also secured by a second-priority
lien on the Non-ABL Collateral, which secures the 2014 Notes and our obligations
under the Rabobank Term Loan (as defined below) on a first-priority
basis.
Availability
under the ABL Credit Facility is based on a percentage of certain eligible
accounts receivable and eligible inventory and is reduced by certain reserves.
After reducing the amount available by outstanding letters of credit issued
under the ABL Credit Facility of $188.6 million and a borrowing base adjustment
of $139.4 million, the amount available for borrowing, as of January 31, 2010,
was $672.0 million, of which, we had no outstanding borrowings.
We
incurred approximately $39.9 million in transaction fees which will be amortized
into interest expense over the three-year life of the ABL Credit
Facility. In the first quarter of fiscal 2010, we recognized a $7.4
million charge related to the write-off of amendment fees and costs associated
with the U.S. Credit Facility as a loss on debt
extinguishment.
Rabobank
Term Loan
In
July 2009 (fiscal 2010), we entered into a new $200 million term loan due August
29, 2013 (the Rabobank Term Loan), which replaced our then existing $200 million
term loan that was scheduled to mature in August 2011. We are obligated to repay
$25 million of the borrowings under the Rabobank Term Loan on each of
August 29, 2011 and August 29, 2012. 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 August 29, 2011 and other customary breakage
costs. Outstanding borrowings under this loan will accrue interest at variable
rates. Our obligations under the Rabobank Term Loan are guaranteed by
substantially all of our U.S. subsidiaries on a senior secured basis. The
Rabobank Term Loan is secured by first-priority liens on the Non-ABL Collateral
and is secured by second-priority liens on the ABL Collateral, which secures our
obligations under the ABL Credit Facility on a first-priority
basis. Transaction fees for the Rabobank Term Loan were
immaterial.
Convertible
Notes
In
July 2008 (fiscal 2009), we issued $400.0 million aggregate principal
amount of 4% convertible senior notes due June 30, 2013 (the Convertible
Notes) in a registered offering. The Convertible Notes are senior unsecured
obligations. The Convertible Notes are payable with cash and, at certain times,
are convertible into shares of our common stock based on an initial conversion
rate, subject to adjustment, of 44.082 shares per $1,000 principal amount of
Convertible Notes (which represents an initial conversion price of approximately
$22.68 per share). Upon conversion, a holder will receive cash up to the
principal amount of the Convertible Notes and shares of our common stock for the
remainder, if any, of the conversion obligation.
The
Convertible Notes were originally accounted for as a combined debt instrument as
the conversion feature did not meet the requirements to be accounted for
separately as a derivative financial instrument. In May 2008, the FASB issued
new accounting guidance specifying that issuers of convertible debt instruments
that may be settled in cash upon conversion (including partial cash settlement)
should separately account for the liability and equity components in a manner
that will reflect the entity’s nonconvertible debt borrowing rate when interest
cost is recognized in subsequent periods. The amount allocated to the equity
component represents a discount to the debt recorded. This discount represents
the amount of additional interest expense to be recognized using the effective
interest method over the life of the debt, to accrete the debt to the principal
amount due at maturity. We adopted the new accounting guidance beginning in the
first quarter of fiscal 2010 (beginning May 4, 2009).
On
the date of issuance of the Convertible Notes, our nonconvertible debt borrowing
rate was determined to be 10.2%. Based on that rate of interest, the liability
component and equity component of the Convertible Notes were determined to be
$304.2 million and $95.8 million, respectively.
The
following table presents the effects of the retrospective application of the new
accounting guidance on our consolidated condensed balance sheet as of May 3,
2009:
As
Originally Presented
May
3, 2009
|
Adjustments
|
As
Adjusted
May
3, 2009
|
||||||||||
(in
millions)
|
||||||||||||
Other
assets
|
$ | 161.2 | $ | (2.3 | ) | $ | 158.9 | |||||
Total
assets
|
7,202.5 | (2.3 | ) | 7,200.2 | ||||||||
Long-term
debt and capital lease obligations
|
2,649.9 | (82.6 | ) | 2,567.3 | ||||||||
Other
liabilities
|
686.2 | 29.3 | 715.5 | |||||||||
Additional
paid-in capital
|
1,294.7 | 59.1 | 1,353.8 | |||||||||
Retained
earnings
|
1,648.2 | (8.1 | ) | 1,640.1 | ||||||||
Total
shareholders’ equity
|
2,561.4 | 51.0 | 2,612.4 | |||||||||
Total
liabilities and equity
|
7,202.5 | (2.3 | ) | 7,200.2 |
15
The
following table presents the effects of the retrospective application of the new
accounting guidance on our consolidated income statement for fiscal
2009:
As
Originally Presented Fiscal 2009
|
Adjustments
|
As
Adjusted Fiscal 2009
|
||||||||||
(in
millions, except per share data)
|
||||||||||||
Interest
expense
|
$ | 209.1 | $ | 12.7 | $ | 221.8 | ||||||
Loss
from continuing operations before income taxes
|
(369.5 | ) | (12.7 | ) | (382.2 | ) | ||||||
Income
tax benefit
|
(126.7 | ) | (4.6 | ) | (131.3 | ) | ||||||
Loss
from continuing operations
|
(242.8 | ) | (8.1 | ) | (250.9 | ) | ||||||
Net
loss
|
(190.3 | ) | (8.1 | ) | (198.4 | ) | ||||||
Loss
per diluted share:
|
||||||||||||
Continuing
operations
|
$ | (1.72 | ) | $ | (.06 | ) | $ | (1.78 | ) | |||
Net
loss
|
(1.35 | ) | (.06 | ) | (1.41 | ) |
The
following table presents the effects of the retrospective application of the new
accounting guidance on our consolidated condensed income statements for the
three and nine months ended February 1, 2009:
Three
Months Ended February 1, 2009
|
Nine
Months Ended February 1, 2009
|
|||||||||||||||||||||||
As
Originally Presented
|
Adjustments
|
As
Adjusted
|
As
Originally Presented
|
Adjustments
|
As
Adjusted
|
|||||||||||||||||||
(in
millions, except per share data)
|
(in
millions, except per share data)
|
|||||||||||||||||||||||
Interest
expense
|
$ | 58.0 | $ | 4.2 | $ | 62.2 | $ | 154.6 | $ | 9.1 | $ | 163.7 | ||||||||||||
Loss
from continuing operations before income taxes
|
(130.0 | ) | (4.2 | ) | (134.2 | ) | (223.1 | ) | (9.1 | ) | (232.2 | ) | ||||||||||||
Income
tax benefit
|
(24.5 | ) | (1.6 | ) | (26.1 | ) | (59.1 | ) | (3.4 | ) | (62.5 | ) | ||||||||||||
Loss
from continuing operations
|
(105.5 | ) | (2.6 | ) | (108.1 | ) | (164.0 | ) | (5.7 | ) | (169.7 | ) | ||||||||||||
Net
loss
|
(103.1 | ) | (2.6 | ) | (105.7 | ) | (111.5 | ) | (5.7 | ) | (117.2 | ) | ||||||||||||
Loss
per diluted share:
|
||||||||||||||||||||||||
Continuing
operations
|
$ | (.73 | ) | $ | (.02 | ) | $ | (.75 | ) | $ | (1.17 | ) | $ | (.04 | ) | $ | (1.21 | ) | ||||||
Net
loss
|
(.72 | ) | (.02 | ) | (.74 | ) | (.79 | ) | (.05 | ) | (.84 | ) |
The
adoption of the new accounting guidance impacted our results for the three and
nine months ended January 31, 2010 as follows:
Three
Months Ended January 31, 2010
|
Nine
Months Ended January 31, 2010
|
|||||||
(in
millions, except per share data)
|
||||||||
Interest
expense
|
$ | 4.2 | $ | 12.3 | ||||
Loss from
continuing operations before income taxes
|
(4.2 | ) | (12.3 | ) | ||||
Income
tax benefit
|
(1.5 | ) | (4.5 | ) | ||||
Loss from
continuing operations
|
(2.7 | ) | (7.8 | ) | ||||
Net
loss
|
(2.7 | ) | (7.8 | ) | ||||
Loss per
diluted share:
|
||||||||
Continuing
operations
|
$ | (.02 | ) | $ | (.05 | ) | ||
Net
loss
|
(.02 | ) | (.05 | ) |
As of January 31, 2010, the amount of the unamortized debt discount was
$70.3 million, which will be amortized into interest expense through maturity of
the Convertible Notes in June 2013 (fiscal 2014). As of January 31, 2010, the
net carrying amount of the liability component was $329.7 million. In addition
to the interest expense recognized due to the new accounting guidance as
presented above, we recognized contractual coupon interest expense on the
Convertible Notes of $4.0 million and $12.0 million for the three and nine
months ended January 31, 2010, respectively, and $4.0 million and $8.9 million
for the three and nine months ended February 1, 2009, respectively.
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 permit 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 14—Equity for more information on the Call
Spread Transactions.
16
Debt
Covenants and the Incurrence Test
Our
various debt agreements contain covenants that limit additional borrowings,
acquisitions, dispositions, leasing of assets and payments of dividends to
shareholders, among other restrictions.
Our
senior unsecured and secured notes limit our ability to incur additional
indebtedness, subject to certain exceptions, when our interest coverage ratio
is, or after incurring additional indebtedness would be, less than 2.0 to 1.0
(the Incurrence Test). As of January 31, 2010, we did not meet the
Incurrence Test. Due to the trailing twelve month nature of the
Incurrence Test, we do not expect to meet the Incurrence Test again until the
first quarter of fiscal 2011 at the earliest. The Incurrence Test is
not a maintenance covenant and our failure to meet the Incurrence Test is not a
default. In addition to limiting our ability to incur additional indebtedness,
our failure to meet the Incurrence Test restricts us from engaging in certain
other activities, including paying cash dividends, repurchasing our common stock
and making certain investments. However, our failure to meet the Incurrence Test
does not preclude us from borrowing on the ABL Credit Facility or from
refinancing existing indebtedness. Therefore we do not expect the limitations
resulting from our inability to satisfy the Incurrence Test to have a material
adverse effect on our business or liquidity.
Our
ABL Credit Facility contains a covenant requiring us to maintain a fixed charges
coverage ratio of at least 1.1 to 1.0 when the amounts available for borrowing
under the ABL Credit Facility are less than the greater of $120 million or 15%
of the total commitments under the facility (currently $1.0 billion). We
currently are not subject to this restriction and we do not anticipate that our
borrowing availability will decline below those thresholds during fiscal 2010,
although there can be no assurance that this will not occur because our
borrowing availability depends upon our borrowing base calculated for purposes
of that facility.
During
the first quarter of fiscal 2010, we determined that we previously and
unintentionally breached a non-financial covenant under our senior unsecured
notes relating to certain foreign subsidiaries' indebtedness. We promptly cured
this minor breach by amending certain debt agreements of the subsidiaries and
extinguishing other indebtedness of the subsidiaries, and, as a result, no event
of default occurred under our senior unsecured notes or any other
facilities.
NOTE
10: 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 condensed
balance sheets. 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.
We
(together with our joint venture partners) guarantee financial obligations of
certain unconsolidated joint ventures. The financial obligations are: up to
$83.8 million of debt borrowed by Agroindustrial del Noroeste (Norson), of which
$67.3 million was outstanding as of January 31, 2010, and up to $3.5 million of
liabilities with respect to currency swaps executed by another of our
unconsolidated Mexican joint ventures, Granjas Carroll de Mexico (Granjas). The
covenants in the guarantee relating to Norson’s debt incorporate our covenants
under the ABL Credit Facility. In addition, we continue to guarantee $13.7
million of leases that were transferred to JBS in connection with the sale of
Smithfield Beef. Some of these lease guarantees will be released in the near
future and others will remain in place until the leases expire through August
2021.
NOTE 11:
INCOME TAXES
Our
effective tax rate was (27)% and 19% for the three months ended January 31, 2010
and February 1, 2009, respectively, and 48% and 27% for the nine months ended
January 31, 2010 and February 1, 2009, respectively. The current quarter
effective tax rate reflects an income tax benefit on pre-tax income while the
year-to-date rate reflects an income tax benefit on pre-tax losses. The
current quarter effective tax rate is derived from changes in our annual
effective tax rate between the six month period ending November 1, 2009 and the
nine month period ending January 31, 2010. Our
annual effective tax rate for the nine month period ending January 31, 2010
primarily reflects a change in earnings expectations between foreign and
domestic operations from prior quarters, and the resolution of prior
estimates. These benefits were limited due to our year to date loss
exceeding our full year expected results.
17
NOTE
12: PENSION PLANS
The
components of net periodic pension cost consist of:
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
January
31, 2010
|
February
1, 2009
|
January
31, 2010
|
February
1, 2009
|
|||||||||||||
(in
millions)
|
(in
millions)
|
|||||||||||||||
Service
cost
|
$ | 5.6 | $ | 6.3 | $ | 16.9 | $ | 19.1 | ||||||||
Interest
cost
|
18.4 | 17.2 | 55.3 | 51.5 | ||||||||||||
Expected
return on plan assets
|
(12.4 | ) | (17.4 | ) | (37.0 | ) | (52.3 | ) | ||||||||
Net
amortization
|
5.1 | 1.6 | 15.2 | 4.8 | ||||||||||||
Net
periodic pension cost
|
$ | 16.7 | $ | 7.7 | $ | 50.4 | $ | 23.1 |
NOTE
13: REDEMPTION OF NONCONTROLLING INTERESTS
Prior
to the third quarter of fiscal 2010, we had a 51% ownership interest in Premium
Pet Health, LLC (PPH), a leading protein by-product processor that supplies many
of the leading pet food processors in the United States. The partnership
agreement afforded the noncontrolling interest holders an option to require us
to redeem their ownership interests beginning in November 2009 (fiscal 2010).
The redemption value was determinable from a specified formula based on the
earnings of PPH.
In
the second quarter of fiscal 2010, as a result of discussions with the
noncontrolling interest holders, we determined that the noncontrolling
interests were probable of becoming redeemable. As such, in the second quarter
of fiscal 2010, we recorded an adjustment to increase the carrying amount of the
redeemable noncontrolling interests by $32.9 million with an offsetting decrease
to additional paid-in capital.
In
November 2009 (fiscal 2010), the noncontrolling interest holders exercised their
put option. In December 2009 (fiscal 2010), we acquired the remaining 49%
interest in PPH for $38.9 million. Because PPH was previously consolidated into
our financial statements, the acquisition of the remaining 49% interest in PPH
was accounted for as an equity transaction.
NOTE
14: EQUITY
Increase
of Authorized Shares of Common Stock
On
August 26, 2009, our shareholders approved an amendment to our Articles of
Incorporation to increase the number of authorized shares of our common stock
from 200 million to 500 million.
Common
Stock Offering
In
September 2009 (fiscal 2010), we issued 21,660,649 shares of common stock in a
registered public offering at $13.85 per share. In October 2009 (fiscal 2010),
we issued an additional 598,141 shares of common stock at $13.85 per share to
cover over-allotments from the offering. The net proceeds of $294.8 million from
the offering were used to repay our $206.3 million senior unsecured notes, which
matured in October 2009 (fiscal 2010), and for working capital and other general
corporate purposes.
Stock
Options
We
issued 12,000 shares of common stock upon exercise of stock options in fiscal
2009. There have been no exercises of common stock options during fiscal 2010.
As of January 31, 2010, 2,144,703 stock options were outstanding.
Performance
Share Units
In
July 2009 (fiscal 2010), we granted a total of 622,000 performance share units
under the 2008 Incentive Compensation Plan. Each performance share unit
represents and has a value equal to one share of our common stock. The
performance share units will vest ratably over a three-year service period
provided that the Company achieves a certain earnings target in any of fiscal
years 2010, 2011 or 2012. Payment of the vested performance share units
shall be in our common stock.
The
fair value of the performance share units was estimated on the date of grant
using the Black-Scholes option pricing model. The performance share units were
valued in separate tranches according to the expected life of each tranche. The
weighted average grant-date fair value of each of the performance share units
was $22.14. The fair value is being recognized over the expected life
of each tranche. If the expected life of each tranche is inconsistent with the
actual vesting period, for example, because the earnings target is met in a
period that differs from our expectation, then compensation expense will be
adjusted prospectively to reflect the change in the expected life of the
award.
18
In
December 2009 (fiscal 2010), we granted a total of 100,000 performance share
units under the 2008 Incentive Compensation Plan. Each performance share unit
represents and has a value equal to one share of our common stock. The
performance share units will vest two years from the grant date provided that
certain performance goals are met and the employees remain employed through the
vesting date. The fair value of these performance share units was also estimated
on the date of grant using the Black-Scholes option pricing model. The fair
value of each performance share unit of $27.57 will be recognized as
compensation expense over the two-year requisite service period.
In
addition to the performance share units granted in fiscal 2010, we also have
160,000 performance share units outstanding, which were granted in fiscal
2009.
Compensation
expense related to all outstanding performance share units was $1.8 million and
$4.2 million for the three and nine months ended January 31, 2010, respectively.
Compensation expense related to performance share units was immaterial for the
three and nine months ended February 1, 2009.
Call Spread
Transactions
In
connection with the issuance of the Convertible Notes (see Note 9—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 permit 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 allow 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 will
terminate upon the maturity of the Convertible Notes.
We
also sold warrants in private transactions for total proceeds of approximately
$36.7 million. The warrants permit 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. The warrants expire
on various dates from October 2013 (fiscal 2014) to December 2013 (fiscal
2014).
The
Call Spread Transactions, in effect, increase the initial conversion price of
the Convertible Notes from $22.68 per share to $30.54 per share, thus
reducing the potential future economic dilution associated with conversion of
the notes. The Convertible Notes and the warrants could have a dilutive effect
on our earnings per share to the extent that the price of our common stock
during a given measurement period exceeds the respective exercise prices of
those instruments. The call options are excluded from the calculation of diluted
earnings per share as their impact is anti-dilutive.
We
have analyzed the Call Spread Transactions and determined that they meet the
criteria for classification as equity instruments. As a result, we recorded the
purchase of the call options as a reduction to additional paid-in capital
and the proceeds of the warrants as an increase to additional paid-in capital.
Subsequent changes in fair value of those instruments are not recognized in the
financial statements as long as the instruments continue to meet the criteria
for equity classification.
New
Accounting Guidance for Convertible Notes
As
more fully described in Note 9—Debt, the FASB issued new accounting guidance in
the first quarter of fiscal 2010, which required us to separately account for
the conversion feature of the Convertible Notes as a component of equity,
thereby increasing additional paid-in capital by $59.1
million.
Comprehensive
Income
The
components of comprehensive income (loss), net of tax, consist of:
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
January
31, 2010
|
February
1, 2009
|
January
31, 2010
|
February
1, 2009
|
|||||||||||||
(in
millions)
|
(in
millions)
|
|||||||||||||||
Net
income (loss)
|
$ | 37.3 | $ | (105.7 | ) | $ | (96.8 | ) | $ | (117.2 | ) | |||||
Hedge
accounting
|
(2.0 | ) | 18.1 | 61.1 | (122.2 | ) | ||||||||||
Foreign
currency translation
|
(18.2 | ) | (122.0 | ) | 40.9 | (217.4 | ) | |||||||||
Pension
accounting
|
5.8 | (1.7 | ) | 11.3 | (1.0 | ) | ||||||||||
Total
comprehensive income (loss)
|
$ | 22.9 | $ | (211.3 | ) | $ | 16.5 | $ | (457.8 | ) |
19
NOTE 15: 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.
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 management believes 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.
Assets
and Liabilities Measured at Fair Value on a Recurring Basis
The
following table sets forth by level within the fair value hierarchy our
financial assets and liabilities that were measured at fair value on a recurring
basis as of January 31, 2010. The fair value hierarchy gives the highest
priority to quoted market prices (Level 1) and the lowest priority to
unobservable inputs (Level 3). Financial assets and liabilities have been
classified in their entirety based on the lowest level of input that is
significant to the fair value measurement.
Fair
Value Measurements
|
Level 1
|
Level 2
|
Level 3
|
|||||||||||||
(in
millions)
|
||||||||||||||||
Assets
|
||||||||||||||||
Derivatives
|
$ | 3.8 | $ | - | $ | 3.8 | $ | - | ||||||||
Live
hog inventory adjustment
|
(15.2
|
) | - | - |
(15.2
|
) | ||||||||||
Money
market fund
|
253.3 | 253.3 | - | - | ||||||||||||
Cash
surrender value of life insurance policies
|
39.8 | 39.8 | - | - | ||||||||||||
Total
|
$ | 281.7 | $ | 293.1 | $ | 3.8 | $ |
(15.2
|
) | |||||||
Liabilities
|
||||||||||||||||
Derivatives
|
$ | 29.5 | $ | 11.4 | $ | 18.1 | $ | - |
When
available, we use quoted market prices to determine fair value and we classify
such measurements within Level 1. In some cases where market prices
are not available, we make use of observable market-based inputs (i.e.,
Bloomberg and commodity exchanges) to calculate fair value, in which case the
measurements are classified within Level 2. When
quoted market prices or observable market-based inputs are unavailable, or when
our fair value measurements incorporate significant unobservable inputs, we
classify such measurements within Level 3. These fair value measurements are
based upon internally developed valuation techniques that use, where possible,
current market-based or independently sourced market inputs. Items valued using
such internally generated valuation techniques are classified according to the
lowest level input or value driver that is significant to the valuation. Thus,
an item may be classified in Level 3 even though there may be some significant
inputs that are readily observable.
A
portion of our live hog inventory is designated in fair value hedging
relationships. We therefore record fair value adjustments to
this inventory. These fair value adjustments are based on an
internally generated model using both observable and unobservable inputs such as
projected feed consumption, grain and lean hog futures prices and other cost
assumptions. These fair value adjustments have been classified within Level
3.
The
following table presents a reconciliation of the beginning and ending balances
of our live hog inventory fair value adjustment on a recurring basis for
the three months ended January 31, 2010:
(in
millions)
|
|||
Balance
at November 1, 2009
|
$ |
-
|
|
Unrealized
losses included in earnings
|
(14.4
|
) | |
Realized
gains included in earnings
|
(0.8
|
) | |
Balance
at January 31, 2010
|
$ |
(15.2
|
) |
For
additional disclosures regarding the fair value of our derivative instruments
and the location of such amounts in our consolidated condensed balance sheets,
refer to Note 5—Derivatives and Hedging Activities.
We
invest our cash in an overnight money market fund, which is treated as a trading
security with the unrealized gains recorded in earnings.
20
Assets
and Liabilities Measured at Fair Value on a Nonrecurring Basis
Certain
assets and liabilities are measured at fair value on a nonrecurring basis; 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.
As
discussed further in Note 6—Impairment of Long-Lived Assets, we recorded
impairment charges totaling $34.1 million in the first quarter of fiscal 2010,
$3.5 million in the second quarter of fiscal 2010 and $3.6
million in the third quarter of fiscal 2010 to write down
certain long-lived assets to their estimated fair values. Certain of these
assets have since been sold. The fair value of the remaining assets, which
consist primarily of property, plant and equipment, was determined to be
approximately $49.0
million as of January 31, 2010. The fair value measurements of these
assets were determined using relevant market data based on recent transactions
for similar assets and third party estimates, which we classify as Level 2
inputs. Fair values were also determined using valuation techniques,
which incorporate unobservable inputs that reflect our own assumptions regarding
how market participants would price the assets, which we classify as Level 3
inputs.
Other
Financial Instruments
We
determine the fair value of public debt using quoted market prices. We value all
other debt using discounted cash flow techniques at estimated market prices for
similar issues. The following table presents the fair value and carrying value
of long-term debt, including the current portion of long-term debt as of January
31, 2010 and May 3, 2009.
January 31,
2010
|
May
3, 2009
|
|||||||||||||||
Fair
Value
|
Carrying
Value
|
Fair
Value
|
Carrying
Value
|
|||||||||||||
(in
millions)
|
(in
millions)
|
|||||||||||||||
Total
Debt
|
$ | 3,087.3 | $ | 2,975.2 | $ | 2,448.2 | $ | 2,882.8 |
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
16: CONTINGENCIES
Insurance
Recoveries
In
July 2009 (fiscal 2010), a fire occurred at the primary manufacturing facility
of our subsidiary, Patrick Cudahy, Incorporated (Patrick Cudahy), in Cudahy,
WI. The fire damaged a portion of the facility’s production space and
required the temporary cessation of operations, but did not consume the entire
facility. Shortly after the fire, we resumed production activities in undamaged
portions of the plant, including the distribution center, and took steps to
address the supply needs for Patrick Cudahy products by shifting production to
other Company and third party facilities.
The
products produced at the facility include precooked and traditional bacon, dry
sausage, ham and sliced meats. Patrick Cudahy’s operating results are reported
in the Pork segment. Annual revenues for Patrick Cudahy’s packaged meats
business have exceeded $450 million in recent years.
We
maintain comprehensive general liability and property insurance, including
business interruption insurance, with loss limits that we believe will provide
substantial and broad coverage for the currently foreseeable losses arising from
this accident. We are working with our insurance carrier to determine
the extent of loss. We have received advances totaling $47.8 million toward the
ultimate settlement through the third quarter of fiscal 2010. The magnitude and
timing of the ultimate settlement is currently unknown. However, we expect the
level of insurance proceeds to fully cover the costs and losses incurred from
the fire.
We
have also been working with a third-party specialist to determine the
amount of business interruption losses incurred. During the third quarter of
fiscal 2010, based on an evaluation of business interruption losses incurred, we
recognized $22.5 million of the insurance proceeds in cost of sales to offset
these previously recorded losses. The evaluation revealed that we incurred
business interruption losses of approximately $8.1 million in the third quarter
of fiscal 2010, $10.5 million in the second quarter of fiscal 2010 and $3.9
million in the first quarter of fiscal 2010.
Of the $47.8 million in insurance proceeds received during fiscal
2010, $9.9 million has been classified in net cash flows from investing
activities in the consolidated condensed statements of cash flows, which
represents the portion of proceeds related to destruction of the plant. The
remainder of the proceeds was recorded in net cash flows from operating
activities in the consolidated condensed statements of cash flows and was
directly attributed to business interruption recoveries and reimbursable costs
covered under our insurance policy.
21
Litigation
Other
than the following matter, there have been no significant developments regarding
litigation disclosed in Note 15 to our Consolidated Financial Statements in our
Annual Report on Form 10-K for the fiscal year ended May 3, 2009, nor have any
significant new matters arisen during the nine months ended January 31,
2010.
Missouri Litigation
As
previously disclosed in “Note 15-Regulation and Litigation” in our Annual Report
on Form 10-K filed on June 24, 2009, lawsuits based on the law of nuisance
were filed against Premium Standard Farms (PSF), a wholly-owned subsidiary that
we acquired on May 7, 2007, and Continental Grain Company (CGC), in the Circuit
Court of Jackson County, Missouri entitled Steven Adwell, et al. v. PSF, et
al. and Michael Adwell,
et al. v. PSF, et al. On March 4, 2010, a jury trial involving
15 plaintiffs who live near Homan farm resulted in a jury verdict of
compensatory damages for the plaintiffs for a total of
$11,050,000. Thirteen of the Homan farm plaintiffs received damages in the
amount of $825,000 each. One of the plaintiffs received damages in
the amount of $250,000, while another plaintiff received $75,000. As
of the date of this report, the Company is reviewing all of its options relative
to this verdict and believes that there are substantial grounds for reversal on
appeal. Pursuant to a pre-existing arrangement, PSF is obligated to
indemnify CGC for certain liabilities, if any, resulting from the Missouri
litigation, including any liabilities resulting from the foregoing verdict. We
believe our reserves are adequate to cover our estimated future costs associated
with this matter.
NOTE
17: SEGMENT DATA
We
conduct our operations through five reportable segments: Pork, International,
Hog Production, Other and Corporate, each of which is comprised of a number
of subsidiaries, joint ventures and other investments. As discussed in
Note 3—Discontinued Operations, we sold our Beef operations, which are
reported as discontinued operations.
The
Pork segment consists mainly of our three wholly-owned U.S. fresh pork and
packaged meats subsidiaries. The International segment is comprised mainly of
our meat processing and distribution operations in Poland, Romania and the
United Kingdom, as well as our interests in meat processing operations, mainly
in Western Europe and Mexico. The Hog Production segment consists of our hog
production operations located in the U.S., Poland and Romania as well as our
interests in hog production operations in Mexico. The Other segment is comprised
of our turkey production operations, our 49% interest in Butterball, and through
the first quarter of fiscal 2010, our live cattle operations. The Corporate
segment provides management and administrative services to support our other
segments.
The following table presents sales and operating profit (loss) by segment for the fiscal periods indicated:
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
January
31, 2010
|
February
1, 2009
|
January
31, 2010
|
February
1, 2009
|
|||||||||||||
(in
millions)
|
(in
millions)
|
|||||||||||||||
Sales:
|
||||||||||||||||
Segment
sales—
|
||||||||||||||||
Pork
|
$ | 2,399.4 | $ | 2,826.6 | $ | 6,892.9 | $ | 7,995.9 | ||||||||
International
|
343.1 | 333.2 | 977.4 | 1,141.0 | ||||||||||||
Hog
Production
|
691.8 | 660.5 | 1,798.9 | 2,135.1 | ||||||||||||
Other
|
27.3 | 96.0 | 125.2 | 187.0 | ||||||||||||
Total
segment sales
|
3,461.6 | 3,916.3 | 9,794.4 | 11,459.0 | ||||||||||||
Intersegment
sales—
|
||||||||||||||||
Pork
|
(8.8 | ) | (6.2 | ) | (24.4 | ) | (34.6 | ) | ||||||||
International
|
(12.8 | ) | (15.3 | ) | (39.9 | ) | (49.4 | ) | ||||||||
Hog
Production
|
(555.3 | ) | (546.6 | ) | (1,437.7 | ) | (1,737.9 | ) | ||||||||
Total
intersegment sales
|
(576.9 | ) | (568.1 | ) | (1,502.0 | ) | (1,821.9 | ) | ||||||||
Consolidated
sales
|
$ | 2,884.7 | $ | 3,348.2 | $ | 8,292.4 | $ | 9,637.1 | ||||||||
Operating
profit (loss):
|
||||||||||||||||
Pork
|
$ | 152.8 | $ | 129.4 | $ | 427.5 | $ | 284.5 | ||||||||
International
|
13.1 | 14.5 | 36.0 | 31.4 | ||||||||||||
Hog
Production
|
(55.6 | ) | (253.6 | ) | (385.0 | ) | (350.4 | ) | ||||||||
Other
|
6.6 | (9.5 | ) | 1.2 | (28.3 | ) | ||||||||||
Corporate
|
(20.4 | ) | (16.3 | ) | (56.2 | ) | (69.2 | ) | ||||||||
Consolidated
operating profit (loss)
|
$ | 96.5 | $ | (135.5 | ) | $ | 23.5 | $ | (132.0 | ) |
22
ITEM 2. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
You
should read the following information in conjunction with the unaudited
consolidated condensed financial statements and the related notes in this
Quarterly Report and the audited financial statements and the related notes as
well as Management’s Discussion and Analysis of Financial Condition and Results
of Operation contained in our Annual Report on Form 10-K for the fiscal year
ended May 3, 2009.
Unless
otherwise stated, the amounts presented in the following discussion are based on
continuing operations for all fiscal periods included. Certain prior year
amounts have been reclassified to conform to current year
presentations.
Our year consists of either 52 or 53 weeks, ending on the Sunday
nearest April 30. The three and nine months ended January 31, 2010
consisted of 13 and 39 weeks, respectively. The three and nine months ended
February 1, 2009 consisted of 14 and 40 weeks, respectively.
EXECUTIVE
OVERVIEW
We
are 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 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 reporting segments: Pork, International, Hog
Production, Other and Corporate. Each segment is comprised of a number of
subsidiaries, joint ventures and other investments. The Pork segment consists
mainly of our three wholly-owned U.S. fresh pork and packaged meats
subsidiaries. The International segment is comprised mainly of our meat
processing and distribution operations in Poland, Romania and the United
Kingdom, as well as our interests in meat processing operations, mainly in
Western Europe and Mexico. The Hog Production segment consists of our hog
production operations located in the U.S., Poland and Romania as well as our
interests in hog production operations in Mexico. The Other segment is comprised
of our turkey production operations, our 49% interest in Butterball and through
the first quarter of fiscal 2010, our live cattle operations. The Corporate
segment provides management and administrative services to support our other
segments.
RESULTS
OF OPERATIONS
Third
Quarter of Fiscal 2010 Summary
Net
income was $37.3 million, or $.22 per
diluted share, in the third quarter of fiscal 2010, compared to a net loss of
$105.7 million, or $(.74) per diluted share, in the same quarter last year. The
following significant factors impacted third quarter of fiscal 2010 results
compared to the third quarter of fiscal 2009:
|
§
|
Pork
segment operating profit in the prior year included $84.8
million of restructuring charges, which were partially offset by an
additional week of operations. Pork segment operating profit increased
$23.4 million. The effect of this year-over-year improvement was partially
offset by lower sales volumes, attributable in part to the additional
week in the prior year.
|
|
§
|
International
segment operating profit was relatively consistent with prior year
results.
|
|
§
|
Hog
Production operating loss improved $198.0 million due primarily to
significantly lower feed costs and improved live hog market
prices.
|
|
§
|
Operating
results in the Other segment improved $16.1 million due to the prior year
inclusion of losses related to the remainder of our live-cattle
operations, which had been completely liquidated by the first quarter of
fiscal 2010, as well as improvements in Butterball, which reflected
significantly lower raw material
costs.
|
23
Outlook
The
commodity markets affecting our business are volatile and fluctuate on a daily
basis. In this unpredictable operating environment, it is very difficult to make
meaningful forecasts of industry trends and conditions. The outlook statements
that follow must be viewed in this context.
|
§
|
Pork—
Operating
profits in this segment were the highest the Company has ever recorded
through the first nine-month period, despite year-over-year volume
decreases, closure of major export markets and a fresh pork environment
that was depressed in the first part of the
year.
|
Pricing
discipline, rationalization of low margin business, lower raw material costs and
the early benefits of the Restructuring Plan (as defined below) pushed packaged
meats profits higher through the first nine months of fiscal 2010, despite $13.5
million in charges related to the restructuring effort.
As
we move into the fourth quarter and fiscal 2011, we expect our packaged meats
business will continue to be solidly profitable, notwithstanding anticipated
increases in raw material prices as live hog markets move up. Margins
may move temporarily lower, but are still expected to be strong in historical
terms.
We
expect tighter hog supplies and higher live hog prices may place modest pressure
on the fresh pork complex in the very near term. However, we remain optimistic
about our fresh pork performance moving into fiscal 2011. Newly coordinated
international sales efforts are expected to drive improvements in export sales
as volumes remain robust in historical terms, despite the closure of the Chinese
and Russian markets this year. We are encouraged by recent trade
developments with these two countries and expect that they will re-open in the
near-term, which should further improve the overall fresh pork
environment.
In
summary, we are optimistic about Pork segment results for the full fiscal year
and as we move into fiscal 2011. We expect the actions we have taken
on the sales, operating, and restructuring fronts will support segment
profitability, even if raw material prices move moderately higher. With our
Pork Restructuring Plan nearing completion, we expect to focus our efforts on
sales and marketing initiatives designed to drive profitable top line
growth.
|
§
|
International—We
expect our international meat operations to continue improving their
operating performance as we move into the final quarter of fiscal 2010 and
into fiscal 2011. We expect to continue to see positive contributions from
our investment in CFG due to an improving pork environment
in Europe and as the realization of synergies associated with the prior
year merger with Groupe Smithfield begin to be more fully
realized.
|
|
§
|
Hog
Production—Over
the last several quarters, the swine industry in the U.S. has coped with
an oversupply of market hogs and worldwide recessionary conditions.
Hog producers industry-wide suffered considerable losses as the price of
feed grains remained high in relation to historical prices, and at the
same time, oversupply conditions depressed live hog
prices.
|
After
a considerable and extended period of sizable losses in the hog production
industry, we believe the cycle has reached a bottom and expect to see hog
producers return to moderate profitability in the middle to latter parts of
calendar 2010. Modest contractions in the U.S. sow herd have contributed
to tightening supplies which, in turn, is resulting in higher live hog market
prices in the U.S.
Our
own domestic hog production operations continued to experience losses through
the third quarter of fiscal 2010 as raising costs remained elevated relative to
live hog market prices. Looking forward into fiscal 2011, we expect
to see, and futures markets are currently pointing towards, higher live hog
prices over the next six to nine months as contractions in the U.S. sow herd
should bring supply and demand back into balance. At the same time,
our domestic raising costs have fallen dramatically in the last six
months. Even though we expect a modest increase in our raising cost
attributable to poor grain quality in the eastern Corn Belt, we expect our own
operations to return to modest profitability in the latter part of the fourth
quarter and into fiscal 2011. We are taking steps to lessen the
impact of the grain issue on feed conversions, including buying and blending
local corn.
Livestock
producers continue to feel the negative impacts of the current ethanol policy in
the United States. Currently, it is estimated that 30% of the U.S corn
crop is diverted from livestock feed and other consumer products to the ethanol
industry. Although we are encouraged by the EPA’s recent determination to
delay its decision on the ethanol industry’s petition to raise the allowable
ethanol blend in gasoline from 10% to 15%, we remain concerned about these
proposals and their impact on the long-term profitability of livestock
production in this country. If such proposals are approved, the portion of
the U.S. corn crop diverted to ethanol production could increase to as much as
40%. The impact to the protein industry would be higher feed costs and,
ultimately, higher food prices for consumers.
|
§
|
Other—As
with the Hog Production segment, high grain costs adversely impacted the
profitability of our turkey operations throughout fiscal 2009.
We saw improvements in turkey raising costs in the first
nine months of fiscal 2010 as corn prices have declined from last
year’s highs. We expect our turkey operations and our investment in
Butterball to continue to improve as we move through fiscal 2010 and
into fiscal 2011.
|
24
Significant
Fiscal 2010 Events Affecting Results of Operations
Hog
Farm Impairments
In
June 2009 (fiscal 2010), we decided to further reduce our domestic sow herd by
3%, or approximately 30,000 sows, which was accomplished by ceasing hog
production operations and closing certain of our hog farms. In addition, in the
first quarter of fiscal 2010, we began marketing certain other hog
farms. As a result of these decisions, we recorded total impairment
charges of $34.1 million, including an allocation of goodwill, in the first
quarter of fiscal 2010 to write down the hog farm assets to their estimated fair
values. The impairment charges were recorded in the Hog Production
segment.
Sioux
City Plant Closure
In
January 2010 (fiscal 2010), we announced that we will be closing our fresh pork
processing plant located in Sioux City, Iowa in April 2010 (fiscal 2010). The
Sioux City plant is one of our oldest and least efficient plants. The plant
design severely limits our ability to produce value-added packaged meats
products and maximize production throughput. A portion of the plant’s production
will be transferred to other nearby Smithfield plants.
As
a result of the planned closure, we recorded charges of $13.1 million. These
charges consisted of $3.6 million for the write-down of long-lived assets, $2.5
million of unusable inventories and $7.0 million for estimated severance
benefits pursuant to contractual and ongoing benefit arrangements. Substantially
all of these charges were recorded in cost of sales in the Pork segment. We do
not expect any significant future charges associated with the plant
closure.
Pork
Segment Restructuring
In
February 2009 (fiscal 2009), we announced a plan to consolidate and streamline
the corporate structure and manufacturing operations of our Pork segment (the
Restructuring Plan). The plan included the closure of six plants, the
last of which was closed in February 2010 (fiscal 2010). This restructuring is
intended to make us more competitive by improving operating efficiencies and
increasing plant utilization. The Restructuring Plan is expected to
result in annual cost savings and improved pre-tax earnings, after applicable
restructuring charges, of approximately $55 million in fiscal 2010 and $125
million by fiscal 2011. Our results through the first three quarters of fiscal
2010 indicate that we are on target to achieve these estimates.
The
following table summarizes the balance of accrued expenses, the cumulative
expense incurred to date and the expected remaining expenses to be incurred
related to the Restructuring Plan by major type of cost. All of these charges
were recorded in the Pork segment.
Accrued
Balance
May
3, 2009
|
1st
Quarter FY 2010 Expense
|
2nd
Quarter FY 2010 Expense
|
3rd
Quarter FY 2010 Expense
|
Payments
|
Accrued
Balance
January
31, 2010
|
Cumulative
Expense-to-Date
|
Estimated
Remaining Expense
|
|||||||||||||||||||||||||
Restructuring
charges:
|
(in
millions)
|
|||||||||||||||||||||||||||||||
Employee
severance and related benefits
|
$ | 11.9 | $ | (0.2 | ) | $ | 0.4 | $ | 0.2 | $ | (3.0 | ) | $ | 9.3 | $ | 12.7 | $ | 0.4 | ||||||||||||||
Other
associated costs
|
0.5 | 6.5 | 3.0 | 3.1 | (11.4 | ) | 1.7 | 14.3 | 8.5 | |||||||||||||||||||||||
Total
restructuring charges
|
$ | 12.4 | $ | 6.3 | $ | 3.4 | $ | 3.3 | $ | (14.4 | ) | $ | 11.0 | 27.0 | $ | 8.9 | ||||||||||||||||
Impairment
charges:
|
||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
69.9 | |||||||||||||||||||||||||||||||
Inventory
|
4.8 | |||||||||||||||||||||||||||||||
Total
impairment charges
|
74.7 | |||||||||||||||||||||||||||||||
Total
restructuring and impairment charges
|
$ | 101.7 |
Of
the $13.5 million of restructuring and impairment charges recorded in fiscal
2010, $8.6 million was recorded in cost of
sales with the remainder recorded in selling, general and administrative
expenses. Substantially all of the
estimated remaining expenses are expected to be incurred by the first
half of fiscal 2011. We also estimate that an
additional $11.0 million in capital expenditures will be incurred relative to
plant consolidations through the remainder of fiscal 2010.
25
Consolidated
Results of Operations
Sales
and cost of sales
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||||||||||
January
31, 2010
|
February
1, 2009
|
%
Change
|
January
31, 2010
|
February
1, 2009
|
%
Change
|
|||||||||||||||||||
(in
millions)
|
(in
millions)
|
|||||||||||||||||||||||
Sales
|
$ | 2,884.7 | $ | 3,348.2 | (14 | )% | $ | 8,292.4 | $ | 9,637.1 | (14 | )% | ||||||||||||
Cost
of sales
|
2,600.5 | 3,263.9 | (20 | ) | 7,741.2 | 9,125.0 | (15 | ) | ||||||||||||||||
Gross
profit
|
$ | 284.2 | $ | 84.3 | 237 | % | $ | 551.2 | $ | 512.1 | 8 | % | ||||||||||||
Gross
profit margin
|
10 | % | 3 | % | 7 | % | 5 | % |
The
following items explain the significant changes in sales and gross
profit:
Three
Months:
|
§
|
The
prior year included an additional week of results, which had the effect of
decreasing sales by approximately $217.2 million, or
6%.
|
|
§
|
Excluding
the effect of the additional week in the prior year, sales volumes in the
Pork segment decreased 7%, which had the effect of decreasing consolidated
sales by 6%.
|
|
§
|
The
prior year included $50.8 million in sales related to the remainder of our
live-cattle business, which had been completely liquidated by the first
quarter of fiscal 2010.
|
|
§
|
Lower
feed costs contributed to a 16% decrease in domestic raising
costs.
|
|
§
|
Domestic
live hog market prices increased
12%.
|
|
§
|
Cost
of sales for the current year included $13.6 million of impairment and
severance charges compared to $79.3 million in the prior
year.
|
Nine
Months:
|
§
|
Excluding
the effect of the additional week in the prior year, sales volumes in the
Pork segment decreased 6%, mainly due to pricing discipline and the
rationalization of low margin business. Average unit selling
prices decreased 6%, primarily in fresh pork, as packaged meats
products were consistent with prior year prices. These declines had the
effect of decreasing consolidated sales by
10%.
|
|
§
|
Foreign
currency translation decreased sales by approximately $265 million, or 3%,
due to a stronger U.S. dollar.
|
|
§
|
The
effect of an additional week of results in the prior year decreased sales
by approximately $217.2 million, or
2%.
|
|
§
|
Lower
feed costs contributed to a 12% decline in domestic raising
costs.
|
|
§
|
Domestic
live hog market prices decreased
17%.
|
|
§
|
Cost
of sales for the current year included $59.3 million of impairment,
severance and other restructuring charges compared to $79.3 million in the
prior year.
|
26
Selling,
general and administrative expenses
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||||||||||
January
31, 2010
|
February
1, 2009
|
%
Change
|
January
31, 2010
|
February
1, 2009
|
%
Change
|
|||||||||||||||||||
(in
millions)
|
(in
millions)
|
|||||||||||||||||||||||
Selling,
general and administrative expenses
|
$ | 194.5 | $ | 202.2 | (4 | )% | $ | 558.3 | $ | 602.5 | (7 | )% |
The
following items explain the significant changes in selling, general and
administrative expenses (SG&A):
Three
Months:
|
§
|
Foreign
currency transaction gains for the current year were $4.3 million compared
to losses of $12.4 million in the prior year, resulting in a
year-over-year decrease in SG&A of $16.7
million.
|
|
§
|
The
prior year included an additional week of results, which had the effect of
decreasing SG&A by approximately $12
million.
|
|
§
|
SG&A
was positively impacted by an $8.8
million increase in the cash surrender value of company-owned life
insurance policies.
|
|
§
|
Advertising
and marketing expenses decreased $7.3 million. The decrease is due to
synergies related to the consolidation of our sales
function.
|
§
|
SG&A
was negatively impacted by a $34.7 million increase in compensation
expense which is primarily attributable to higher performance
compensation due to higher operating results, as well as higher pension
expenses.
|
Nine Months:
|
§
|
Advertising
and marketing expenses decreased $23.3 million. The decrease is due to
synergies related to the consolidation of our sales
function.
|
|
§
|
The
collection of additional farming subsidies related to our Romanian hog
production operations decreased SG&A by $18.3
million.
|
|
§
|
Improvements
in the cash surrender value of company-owned life insurance policies
decreased SG&A by $18.5
million
|
|
§
|
The
prior year included $15.2 million of union-related litigation and
settlement costs.
|
|
§
|
The
prior year included an additional week of results, which had the effect of
decreasing SG&A by approximately $12
million.
|
|
§
|
The
impact of foreign currency translation decreased SG&A by approximately
$8.4 million.
|
|
§
|
Foreign
currency transaction gains for the current year were $1.4 million compared
to losses of $6.4 million in the prior year, resulting in a year-over-year
decrease in SG&A of $7.8
million.
|
|
§
|
SG&A
was negatively impacted by a $55.6 million increase in compensation
expense which is primarily attributable to higher performance
compensation due to higher operating results, as well as higher pension
expenses.
|
27
Equity
in (income) loss of affiliates
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||||||||||
January
31, 2010
|
February
1, 2009
|
%
Change
|
January
31, 2010
|
February
1, 2009
|
%
Change
|
|||||||||||||||||||
(in
millions)
|
(in
millions)
|
|||||||||||||||||||||||
Butterball
|
$ | (7.9 | ) | $ | (3.9 | ) | 103 | % | $ | (15.3 | ) | $ | 16.6 | 192 | % | |||||||||
Campofrío
Food Group (CFG) (1)
|
5.3 | 0.6 |
NM
|
(2.5 | ) | 4.2 | 160 | |||||||||||||||||
Mexican
joint ventures
|
(4.4 | ) | 9.1 | 148 | (11.3 | ) | 10.3 | 210 | ||||||||||||||||
All
other equity method investments
|
0.2 | 11.8 | 98 | (1.5 | ) | 10.5 | 114 | |||||||||||||||||
Equity
in (income) loss of affiliates
|
$ | (6.8 | ) | $ | 17.6 | 139 | % | $ | (30.6 | ) | $ | 41.6 | 174 | % |
(1)
|
Prior
to the third quarter of fiscal 2009, we owned 50% of Groupe Smithfield
S.L. (Groupe Smithfield) and 24% of Campofrío Alimentacion, S.A.
(Campofrío). Those entities merged in the third quarter of
fiscal 2009 to form CFG, of which we currently own 37%. The
amounts presented for CFG throughout this Quarterly Report on Form 10-Q
represent the combined historical results of Groupe Smithfield and
Campofrío.
|
The following items
explain the significant changes in equity in (income) loss of affiliates:
Three
Months:
|
§
|
The
improvements in our Mexican joint ventures reflect substantially lower
feed costs.
|
|
§
|
The
prior year included $10.9 million of losses related to our former cattle
joint venture, which had been completely liquidated by the fourth quarter
of fiscal 2009.
|
|
§
|
Our
investment in CFG was negatively impacted by $10.4 million of debt
restructuring charges and $1.3 million of charges related to CFG's
discontinued Russian
operation.
|
|
§
|
Improved
results at Butterball were mainly driven by lower raw material costs as a
result of lower commodity prices and a modification of our live turkey
transfer pricing agreement with Butterball from a cost-based pricing
arrangement to a market-based pricing arrangement. The same modification
was made to the transfer pricing agreement between Butterball and our
joint venture partner.
|
Nine
Months:
|
§
|
Improved
results at Butterball were mainly driven by lower raw material costs as a
result of lower commodity prices and a modification of our live turkey
transfer pricing agreement with Butterball from a cost-based pricing
arrangement to a market-based pricing arrangement, as well as reduced
plant operating costs due to production
initiatives.
|
|
§
|
The
improvements in our Mexican hog production joint ventures reflect
substantially lower feed costs and foreign currency transaction gains
of $1.9 million in the current year compared to foreign currency
transaction losses of $10.8 million in the prior
year.
|
|
§
|
Our
investment in CFG was negatively impacted by $10.4 million of debt
restructuring charges and $1.3 million of charges related to CFG's
discontinued Russian operation. However, the year-over-year impact
of these charges was offset by $8.8 million of charges recorded in the
prior year related to CFG’s discontinued Russian operation and $3.2
million of charges related to a restructuring at Groupe
Smithfield.
|
|
§
|
The
prior year included $10.3 million of losses related to our former cattle
joint venture, which had been completely liquidated by the fourth quarter
of fiscal 2009.
|
28
Interest
expense
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||||||||||
January
31, 2010
|
February
1, 2009
|
%
Change
|
January
31, 2010
|
February
1, 2009
|
%
Change
|
|||||||||||||||||||
(in
millions)
|
(in
millions)
|
|||||||||||||||||||||||
Interest
expense
|
$ | 67.2 | $ | 62.2 | 8 | % | $ | 198.9 | $ | 163.7 | 22 | % |
The
increase in interest expense for the three months and nine months ended January
31, 2010 was primarily due to the issuance of higher cost debt in fiscal 2010
and the amortization of the associated debt issuance costs. The new debt
instruments are more fully described under “Liquidity and Capital Resources”
below. The increase in interest expense was partially offset by the effect of an
additional week in the prior year periods.
Other
(income) loss
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||||||||||
January
31, 2010
|
February
1, 2009
|
%
Change
|
January
31, 2010
|
February
1, 2009
|
%
Change
|
|||||||||||||||||||
(in
millions)
|
(in
millions)
|
|||||||||||||||||||||||
Other
(income) loss
|
$ | - | $ | (63.5 | ) | (100 | )% | $ | 11.0 | $ | (63.5 | ) | (117 | )% |
Other
income for the three and nine months ended February 1, 2009, included a $56.0
million gain on the sale of our interest in Groupe Smithfield to Campofrío and a
$7.5 million gain on the repurchase of long-term debt. Other expense for the
nine months ended January 31, 2010 included $11.0 million of charges for the
write-off of amendment fees and costs associated with the U.S. Credit Facility
and the Euro Credit Facility. The purpose of these write-offs is more fully
described under “Liquidity and Capital Resources” below.
Income
tax expense
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
January
31, 2010
|
February
1, 2009
|
January
31, 2010
|
February
1, 2009
|
|||||||||||||
Income
tax benefit (in millions)
|
$ | (8.0 | ) | $ | (26.1 | ) | $ | (89.6 | ) | $ | (62.5 | ) | ||||
Effective
tax rate
|
(27 | )% | 19 | % | 48 | % | 27 | % |
Our
effective tax rate was (27)% and 19% for the three months ended January 31, 2010
and February 1, 2009, respectively, and 48% and 27% for the nine months ended
January 31, 2010 and February 1, 2009, respectively. The current quarter
effective tax rate reflects an income tax benefit on pre-tax income while the
year-to-date rate reflects an income tax benefit on pre-tax losses. The
current quarter effective tax rate is derived from changes in our annual
effective tax rate between the six month period ending November 1, 2009 and the
nine month period ending January 31, 2010. Our
annual effective tax rate for the nine month period ending January 31, 2010
primarily reflects a change in earnings expectations between foreign and
domestic operations from prior quarters, and the resolution of prior
estimates. These benefits were limited due to our year to date loss
exceeding our full year expected results.
29
Segment
Results
The
following information reflects the results from each respective segment prior to
eliminations of inter-segment sales.
Pork
Segment
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||||||||||
January
31, 2010
|
February
1, 2009
|
%
Change
|
January
31, 2010
|
February
1, 2009
|
%
Change
|
|||||||||||||||||||
(in
millions, unless indicated otherwise)
|
(in
millions, unless indicated otherwise)
|
|||||||||||||||||||||||
Sales:
|
||||||||||||||||||||||||
Fresh
pork
|
$ | 1,022.1 | $ | 1,141.5 | (10 | )% | $ | 3,046.4 | $ | 3,742.0 | (19 | )% | ||||||||||||
Packaged
meats
|
1,377.3 | 1,685.1 | (18 | ) | 3,846.5 | 4,253.9 | (10 | ) | ||||||||||||||||
Total
|
$ | 2,399.4 | $ | 2,826.6 | (15 | )% | $ | 6,892.9 | $ | 7,995.9 | (14 | )% | ||||||||||||
Operating
profit:
|
||||||||||||||||||||||||
Fresh
pork
|
$ | 7.5 | $ | 13.5 | (44 | )% | $ | 43.3 | $ | 94.2 | (54 | )% | ||||||||||||
Packaged
meats
|
145.3 | 115.9 | 25 | 384.2 | 190.3 | 102 | ||||||||||||||||||
Total
|
$ | 152.8 | $ | 129.4 | 18 | % | $ | 427.5 | $ | 284.5 | 50 | % | ||||||||||||
Sales
volume:
|
||||||||||||||||||||||||
Fresh
pork
|
. | (14 | )% | (8 | )% | |||||||||||||||||||
Packaged
meats
|
(14 | ) | (10 | ) | ||||||||||||||||||||
Total
|
(14 | ) | (9 | ) | ||||||||||||||||||||
Average
unit selling price:
|
||||||||||||||||||||||||
Fresh
pork
|
4 | % | (12 | )% | ||||||||||||||||||||
Packaged
meats
|
(5 | ) | 0 | |||||||||||||||||||||
Total
|
(1 | ) | (6 | ) | ||||||||||||||||||||
Average
domestic live hog prices (per hundredweight) (1)
|
$ | 44.44 | $ | 39.69 | 12 | % | $ | 40.94 | $ | 49.35 | (17 | )% |
(1)
|
Represents the average live hog
market price as quoted by the Iowa-Southern Minnesota hog
market.
|
In
addition to the changes in sales volume, selling prices and live hog market
prices presented in the table above, the following items explain the significant
changes in Pork segment sales and operating profit:
Three
Months:
|
§
|
The
prior year included an additional week of results, which had the effect of
decreasing sales by $201.9 million, or
7%.
|
|
§
|
Excluding
the effect of an additional week of results in the prior year, fresh pork
and packaged meats sales volumes each decreased 7%. Sales volumes were
impacted by pricing discipline and the ratonalization of low margin
business due to the Restructuring Plan, which took effect in the fourth
quarter of fiscal 2009.
|
|
§
|
Operating
profit in the prior year included $84.8 million of restructuring charges
related to the Restructuring Plan. Of this amount, $63.6 million related
to our packaged meats operations and $21.2 related to our fresh pork
operations.
|
|
§
|
Operating
profit in the current year included both incremental costs and
offsetting recoveries of business interruption losses related to the
Patrick Cudahy fire. We recorded $22.5 million of insurance proceeds in
cost of sales in the third quarter of fiscal 2010, which represented the
estimated business interruption losses incurred through the third quarter
of fiscal 2010. We have estimated that $8.1 million of the losses were
incurred in the third quarter of fiscal 2010, with $10.5 million in the
second quarter of fiscal 2010 and $3.9 million in the first quarter of
fiscal 2010.
|
|
§
|
Operating
profit was negatively impacted by $13.6 million of impairment and
severance costs primarily related to the Sioux City plant
closure.
|
30
Nine
Months:
|
§
|
Excluding
the effect of an additional week of results in the prior year, sales
volumes decreased 6%, with fresh pork volumes decreasing 5% and packaged
meats volumes decreasing 7%. The decrease in sales volumes is attributable
to pricing discipline, rationalization of low margin business, and the
effects of A(H1N1), particularly during the first half of fiscal
2010.
|
|
§
|
Sales
and operating profit were negatively impacted by lower average unit
selling prices due primarily to weaker fresh pork market
prices.
|
|
§
|
The
effect of an additional week of results in the prior year decreased sales
by $201.9 million, or 3%.
|
|
§
|
Improvements
in packaged meats operating profit reflect pricing discipline,
rationalization of less profitable business, lower raw material costs and
early benefits of the Restructuring
Plan.
|
|
§
|
Operating
profit in the prior year included $84.8 million of restructuring charges
related to the Restructuring Plan. Of this amount, $63.6 million related
to our packaged meats operations and $21.2 realted to our fresh pork
operations.
|
|
§
|
The
prior year included $15.2 million of union-related litigation and
settlement costs.
|
|
§
|
Operating
profit was negatively impacted by $13.6 million of impairment and
severance costs primarily related to the Sioux City plant
closure.
|
International
Segment
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||||||||||
January
31, 2010
|
February
1, 2009
|
%
Change
|
January
31, 2010
|
February
1, 2009
|
%
Change
|
|||||||||||||||||||
(in
millions)
|
(in
millions)
|
|||||||||||||||||||||||
Sales
|
$ | 343.1 | $ | 333.2 | 3 | % | $ | 977.4 | $ | 1,141.0 | (14 | )% | ||||||||||||
Operating
profit
|
13.1 | 14.5 | (10 | ) | 36.0 | 31.4 | 15 | |||||||||||||||||
Sales
volume
|
19 | % | 15 | % | ||||||||||||||||||||
Average
unit selling price
|
(13 | ) | (25 | ) |
In
addition to the changes in sales volume and selling prices presented in the
table above, the following items explain the significant changes in
International segment sales and operating profit:
Three
Months:
|
§
|
Operating
profit in the current year was negatively impacted by $10.4 million
of debt restructuring charges at CFG and $1.3 million of charges related
to CFG's discontinued Russian
operation.
|
|
§
|
Operating
profit was positively impacted by $2.5 million in foreign currency
transaction gains in the current year, compared to $10.4 million of
foreign currency transaction losses in the prior
year.
|
Nine
Months:
|
§
|
Foreign
currency translation caused sales to decrease by $265.6 million,
or 23%, due to a stronger U.S.
dollar.
|
|
§
|
Operating
profit was positively impacted by a decrease in foreign currency
transaction losses of $9.5
million.
|
|
§
|
Operating
profit was positively impacted by a $7.6 million improvement in equity
income as CFG benefited from merger synergies and cost reduction
programs. The
current year included $10.4 million of debt restructuring charges at CFG
and $1.3 million of charges related to CFG's discontinued Russian
operation. However, the year-over-year impact of these charges was
offset by $8.8 million of charges recorded in the prior year related to
CFG’s discontinued Russian operation and $3.2 million of charges related
to a restructuring at Groupe
Smithfield.
|
31
Hog
Production Segment
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||||||||||
January
31, 2010
|
February
1, 2009
|
%
Change
|
January
31, 2010
|
February
1, 2009
|
%
Change
|
|||||||||||||||||||
(in
millions, unless indicated otherwise)
|
(in
millions, unless indicated otherwise)
|
|||||||||||||||||||||||
Sales
|
$ | 691.8 | $ | 660.5 | 5 | % | $ | 1,798.9 | $ | 2,135.1 | (16 | )% | ||||||||||||
Operating
loss
|
(55.6 | ) | (253.6 | ) | 78 | (385.0 | ) | (350.4 | ) | (10 | ) | |||||||||||||
Head
sold
|
5.16 | 5.64 | (9 | )% | 14.49 | 15.36 | (6 | )% | ||||||||||||||||
Average
domestic live hog prices (per hundredweight) (1)
|
$ | 44.44 | $ | 39.69 | 12 | % | $ | 40.94 | $ | 49.35 | (17 | )% | ||||||||||||
Domestic
raising costs (per hundredweight)
|
$ | 51.40 | $ | 61.09 | (16 | ) | $ | 53.92 | $ | 61.24 | (12 | ) |
(1)
|
Represents the average live hog
market price as quoted by the Iowa-Southern Minnesota hog
market.
|
In
addition to the changes in head sold, live hog market prices and domestic
raising costs presented in the table above, the following items explain the
significant changes in Hog Production segment sales and operating
profit:
Three
Months:
|
§
|
The
prior year included an additional week of results, which caused a
year-over-year decrease in sales of $41.1 million, or
6%.
|
|
§
|
Excluding
the effect of the prior year additional week of results, head sold
decreased 2% reflecting the impact of our sow reduction
program.
|
|
§
|
The
decrease in domestic raising costs is primarily attributable to lower feed
prices.
|
|
§
|
Operating
loss was positively impacted by a $14.9 million increase in equity income,
which is primarily attributable to lower feed costs at our Mexican joint
ventures.
|
|
§
|
Operating
loss was positively impacted by foreign currency transaction gains in the
current year of $1.1 million compared to foreign currency transaction
losses of $5.3 million in the prior year related to our international hog
production operations.
|
Nine
Months:
|
§
|
Excluding
the effect of the prior year additional week of results, head sold
decreased 3% reflecting the impact of our sow reduction
program.
|
|
§
|
The
effect of an additional week of results in the prior year decreased sales
$41.1 million, or 2%.
|
|
§
|
The
decrease in domestic raising costs is primarily attributable to lower feed
prices.
|
|
§
|
Operating
loss was positively impacted by a $22.3 million increase in equity income,
which is primarily attributable to lower feed costs at our Mexican joint
ventures. Equity income from our Mexican joint ventures also included $1.7
million of foreign currency transaction gains in the current year compared
to $9.0
million of foreign currency transaction losses in the prior
year.
|
|
§
|
Operating
loss was positively impacted by an $18.3 million increase in farming
subsidies related to our Romanian hog production
operations.
|
|
§
|
Operating
loss in the current year included $34.1 million of impairment charges
related to certain hog farms, which are more fully explained under
"Significant Fiscal 2010 Events Affecting Results of Operations"
above.
|
|
§
|
Operating
profit was negatively impacted by a decrease in foreign currency
transaction gains of $8.0 million
related to our international hog production
operations.
|
32
Other
Segment
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||||||||||
January
31, 2010
|
February
1, 2009
|
%
Change
|
January
31, 2010
|
February
1, 2009
|
%
Change
|
|||||||||||||||||||
(in
millions)
|
(in
millions)
|
|||||||||||||||||||||||
Sales
|
$ | 27.3 | $ | 96.0 | (71 | )% | $ | 125.2 | $ | 187.0 | (33 | )% | ||||||||||||
Operating
profit (loss)
|
6.6 | (9.5 | ) | 169 | 1.2 | (28.3 | ) | 104 |
The
following items explain the significant changes in Other segment sales and
operating profit:
Three
Months:
|
§
|
Sales
in the prior year included $50.8 million related to our remaining cattle
business, which had been completely liquidated by the first
quarter of fiscal 2010.
|
|
§
|
Sales
volume in our turkey production operations declined 23% due to production
cuts aimed at reducing the oversupply of turkeys in the
market.
|
|
§
|
Average
unit selling prices of turkeys decreased 22% as a result of a modification
to our live turkey transfer pricing agreement with
Butterball in the second quarter of fiscal 2010 from a cost-based
pricing arrangement to a market-based pricing arrangement. The same
modification was made to the transfer pricing agreement between Butterball
and our joint venture partner.
|
|
§
|
We
recorded income from our equity method investments of $7.9 million in the
current year compared to a loss of $7.1 million in the prior year. The
prior year included $10.9 million of losses from our cattle joint venture,
which had been completely liquidated by the fourth quarter of fiscal 2009.
Lower raw material costs at Butterball also contributed to the improvement
in equity income.
|
Nine
Months:
|
§
|
We
sold our remaining live-cattle inventories in the first quarter of fiscal
2010, which resulted in a $20.1
million year-over-year decrease in
sales.
|
|
§
|
Sales
volume in our turkey production operations declined 22% due to production
cuts aimed at reducing the oversupply of turkeys in the
market.
|
|
§
|
Average
unit selling prices of turkeys decreased 19% as a result of a modification
to our live turkey transfer pricing agreement with
Butterball in the second quarter of fiscal 2010 from a cost-based
pricing arrangement to a market-based pricing arrangement. The same
modification was made to the transfer pricing agreement between Butterball
and our joint venture partner.
|
|
§
|
We
recorded income from our equity method investments of $15.4 million in the
current year compared to a loss of $26.9 million in the prior year. The
year-over-year change is primarily attributable to improvements in
Butterball’s results, which reflect substantially lower raw material costs
and $10.3 million of prior year losses from our former cattle joint
venture, which had been completely liquidated by the fourth quarter of
fiscal 2009.
|
Corporate
Segment
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||||||||||
January
31, 2010
|
February
1, 2009
|
%
Change
|
January
31, 2010
|
February
1, 2009
|
%
Change
|
|||||||||||||||||||
(in
millions)
|
(in
millions)
|
|||||||||||||||||||||||
Operating
loss
|
$ | (20.4 | ) | $ | (16.3 | ) | (25 | )% | $ | (56.2 | ) | $ | (69.2 | ) | 19 | % |
The following items explain the significant changes
in the Corporate segment’s operating loss:
Three
Months:
|
§
|
Operating
loss was negatively impacted by a $10.2
million increase in variable compensation expense due to improved
operating results of the Company.
|
|
§
|
Operating
loss was negatively impacted by a $3.0 million decrease in foreign
currency transaction gains.
|
|
§
|
Operating
loss was positively impacted by an $8.8
million increase in the cash surrender value of company-owned life
insurance policies.
|
33
§
|
Operating
loss was positively impacted by a $4.5 million gain on the sale of our
interest in Farasia Corporation (Farasia), which was partially offset by
prior year gains on the disposal of
assets.
|
Nine
Months:
|
§
|
Operating
loss was positively impacted by an $18.5
million increase in the cash surrender value of company-owned life
insurance policies.
|
|
§
|
Foreign
currency transaction gains were $2.0 million in the current year compared
to losses of $3.9 million in the prior year, reflecting a year-over-year
improvement in operating loss of $5.9
million.
|
|
§
|
Operating
loss was positively impacted by a $4.5 million gain on the sale of our
interest in Farasia, which was partially offset by prior year gains on the
disposal of assets
|
|
§
|
Operating
loss was negatively impacted by a $14.6
million increase in variable compensation expense due to improved
operating results of the Company.
|
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.
Our focus
has shifted from acquisitions and capital spending to integration and debt
reduction. Capital expenditures have averaged $365.1 million over the last three
full fiscal years. We expect capital spending for fiscal 2010 to be well below
this average after taking into consideration capital expenditures associated
with the Restructuring Plan.
We
have taken a number of steps to strengthen our balance sheet during fiscal
2010, including a significant refinancing of our debt and the issuance of
22,258,790 shares of common stock. These steps have reduced our
near-term debt maturities and increased our liquidity. We also have
significantly reduced our exposure to financial covenant maintenance risk, and
we believe that the steps we have taken will enable us to better weather the
current economic environment.
Based on
the following, 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 31, 2010, our liquidity position exceeded $1.1 billion,
comprised of $672.0 million of availability under the ABL Credit Facility
(as defined below), $401.7 million in cash and cash equivalents and
$47.4 million of availability under international credit
lines.
|
|
§
|
We
have generated positive net cash flows from operating activities in the
past five consecutive quarters, including $142.5 million through the first
nine months of fiscal 2010.
|
|
§
|
We
have no substantial debt obligations coming due until the second quarter
of fiscal 2012.
|
|
§
|
Future
cash flows from operations should continue to benefit from improved
operating efficiencies and plant utilization as a result of the
Restructuring Plan.
|
Sources
of Liquidity
We
have available a variety of sources of liquidity and capital resources, both
internal and external. These resources provide funds required for current
operations, integration costs, debt retirement, acquisitions 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. In addition, 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 resulting from seasonal and other
market-related fluctuations in raw material costs.
34
Credit
Facilities
January
31, 2010
|
||||||||||||||||||||
Facility
|
Capacity
|
Borrowing
Base Adjustment
|
Outstanding
Letters of Credit
|
Outstanding
Borrowings
|
Amount
Available
|
|||||||||||||||
(in
millions)
|
||||||||||||||||||||
ABL
Credit Facility
|
$ | 1,000.0 | $ | (139.4 | ) | $ | (188.6 | ) | $ | - | $ | 672.0 | ||||||||
International
facilities
|
97.1 | - | - | (49.7 | ) | 47.4 | ||||||||||||||
Total
credit facilities
|
$ | 1,097.1 | $ | (139.4 | ) | $ | (188.6 | ) | $ | (49.7 | ) | $ | 719.4 |
In
July 2009 (fiscal 2010), we entered into a new asset-based revolving credit
agreement totaling $1.0 billion that supports short-term funding needs and
letters of credit (the ABL Credit Facility), and terminated the U.S. Credit
Facility, which was scheduled to expire in August 2010 (fiscal 2011). Loans made under the ABL
Credit Facility will mature and the commitments thereunder will terminate in
July 2012 (fiscal 2013). However, the ABL Credit Facility will be
subject to an earlier maturity if we fail to satisfy certain conditions related
to the refinancing or repayment of our senior notes due 2011. The ABL
Credit Facility provides for an option, subject to certain conditions, to
increase total commitments to $1.3 billion in the future.
Availability
under the ABL Credit Facility is based on a percentage of certain eligible
accounts receivable and eligible inventory and is reduced by certain reserves.
The ABL Credit Facility requires an unused commitment fee of 1% per annum
on the undrawn portion of the facility (subject to a stepdown in the event more
than 50% of the commitments under the facility are utilized).
Obligations
under the ABL Credit Facility are guaranteed by substantially all of our U.S.
subsidiaries and are secured by a first-priority lien on the ABL Collateral (as
defined below). Our obligations under the ABL Facility are also secured by a
second-priority lien on the Non-ABL Collateral (as defined below), which secures
the 2014 Notes (as defined below) and our obligations under the Rabobank Term
Loan (as defined below) on a first-priority basis.
In August
2009 (fiscal 2010), we paid off the outstanding balance under the Euro Credit
Facility and cancelled the facility, which was scheduled to mature in August
2010 (fiscal 2011).
The
weighted average interest rate on amounts outstanding under all of our credit
facilities and credit lines as of January 31, 2010 was 4.5%.
In
addition to these credit facilities, we enter into short-term uncommitted credit
lines from time to time as an ordinary course financing activity.
Securities
We
have a shelf registration statement filed with the Securities and Exchange
Commission to register sales of debt, stock and other securities from time to
time. We would use the net proceeds from the possible sale of these securities
for repayment of existing debt or general corporate purposes.
Cash
Flows
Operating
Activities
Nine
Months Ended
|
||||||||
January
31, 2010
|
February
1, 2009
|
|||||||
(in
millions)
|
||||||||
Net
cash flows from operating activities
|
$ | 142.5 | $ | 80.3 |
The
following items explain the significant changes in cash flows from operating
activities:
|
§
|
Cash
paid to outside hog suppliers was significantly less than the prior year
due to a 17% decline in average live hog market
prices.
|
|
§
|
We
paid approximately $133.5
million less for grains in fiscal 2010 due to substantially lower
feed prices.
|
|
§
|
We
received $37.9 million in insurance proceeds which we determined are
directly attributable to business interruption recoveries and reimbursable
costs related to the fire that occured at the primary
manufacturing facility of our subsidiary, Patrick Cudahy,
Incorporated, in Cudahy,
Wisconsin.
|
35
|
§
|
Cash
paid for the settlement of derivative contracts and for margin
requirements decreased by $26.0
million.
|
|
§
|
Cash
paid for transportation and energy decreased due to significantly lower
fuel prices and energy
costs.
|
|
§
|
We
received a cash dividend from CFG of approximately $16.6 million in the
first quarter of fiscal
2010.
|
|
§
|
The
decline in cash paid for raw materials was partially offset by less cash
received from customers as a result of lower
sales.
|
Investing
Activities
Nine
Months Ended
|
||||||||
January
31, 2010
|
February
1, 2009
|
|||||||
(in
millions)
|
||||||||
Capital
expenditures
|
$ | (136.4 | ) | $ | (154.4 | ) | ||
Dispositions
|
23.3 | 575.5 | ||||||
Insurance
proceeds
|
9.9 | - | ||||||
Investments
and other
|
12.5 | 3.7 | ||||||
Net
cash flows from investing activities
|
$ | (90.7 | ) | $ | 424.8 |
The
following items explain the significant investing activities for the nine months
ended January 31, 2010 and February 1, 2009:
Fiscal
2010
|
§
|
Capital
expenditures primarily related to the Restructuring Plan, the purchase of
property and equipment previously leased and plant and hog farm
improvement projects. Capital spending was reduced in fiscal 2010 due to
our continued focus on driving efficiencies and debt
reduction.
|
|
§
|
Dispositions
included $14.2 million in proceeds from the sale of our interest in
Farasia and $9.1 million in proceeds from the sale of
RMH.
|
|
§
|
The
insurance proceeds represent the portion of total insurance proceeds
received through the third quarter of fiscal 2010, which we determined
are related to the destruction of property, plant and
equipment due to the fire that occured at our Patrick
Cudahy facility.
|
Fiscal
2009
|
§
|
We
received $575.5 million from the sale of Smithfield
Beef.
|
|
§
|
Capital
expenditures primarily related to plant and hog farm improvement
projects.
|
36
Financing
Activities
Nine Months Ended | ||||||||
January
31, 2010
|
February
1, 2009
|
|||||||
(in
millions)
|
||||||||
Proceeds
from the issuance of long-term debt
|
$ | 840.1 | $ | 600.0 | ||||
Principal
payments on long-term debt and capital lease obligations
|
(323.7 | ) | (169.4 | ) | ||||
Net
repayments on revolving credit facilities and notes
payables
|
(479.4 | ) | (892.3 | ) | ||||
Proceeds
from the issuance of common stock and stock option
exercises
|
294.8 | 122.3 | ||||||
Repurchases
of debt
|
- | (86.2 | ) | |||||
Purchase
of call options
|
- | (88.2 | ) | |||||
Proceeds
from the sale of warrants
|
- | 36.7 | ||||||
Debt
issuance costs and other
|
(62.8 | ) | (11.0 | ) | ||||
Purchase
of redeemble noncontrolling interest
|
(38.9 | ) | - | |||||
Net
cash flows from financing activities
|
$ | 230.1 | $ | (488.1 | ) |
The
following items explain the significant financing activities for the nine months
ended January 31, 2010 and February 1, 2009:
Fiscal
2010
|
§
|
In
July 2009 (fiscal 2010), we issued $625 million aggregate principal amount
of 10% senior secured notes at a price equal to 96.201% of their face
value. In August 2009 (fiscal 2010), we issued an additional $225 million
aggregate principal amount of 10% senior secured notes at a price equal to
104% of their face value, plus accrued interest from July 2, 2009 to
August 14, 2009. Collectively, these notes, which mature in July 2014, are
referred to as the “2014 Notes.” Interest payments
are due semi-annually on January 15 and July 15. The 2014 Notes are
guaranteed by substantially all of our U.S. subsidiaries. The 2014 Notes
are secured by first-priority liens, subject to permitted liens and
exceptions for excluded assets, in substantially all of the guarantors’
real property, fixtures and equipment (collectively, the
Non-ABL Collateral) and are secured by second-priority liens on cash and
cash equivalents, deposit accounts, accounts receivable, inventory, other
personal property relating to such inventory and accounts receivable and
all proceeds therefrom, intellectual property, and certain capital
stock and interests, which secure the ABL Credit Facility on a
first-priority basis (collectively, the ABL
Collateral).
|
The 2014
Notes rank equally in right of payment to all of our existing and future senior
debt and senior in right of payment to all of our existing and future
subordinated debt. The guarantees will rank equally in right of payment with all
of the guarantors’ existing and future senior debt and senior in right of
payment to all of the guarantors’ existing and future subordinated debt. In
addition, the 2014 Notes are structurally subordinated to the liabilities of our
non-guarantor subsidiaries.
We used
the net proceeds from the issuance of the 2014 Notes, together with other
available cash, to repay borrowings and terminate commitments under the U.S.
Credit Facility, to repay the outstanding balance under the Euro Credit
Facility, to repay and/or refinance other indebtedness and for other general
corporate purposes.
§
|
In July 2009, we
entered into a new $200 million term loan due August 29, 2013 (the
Rabobank Term Loan), which replaced our then existing $200 million term
loan that was scheduled to mature in August 2011. We are obligated to
repay $25 million of the borrowings under the Rabobank Term Loan on each
of August 29, 2011 and August 29, 2012. 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 August 29, 2011 and
other customary breakage costs. Outstanding borrowings under this loan
will accrue interest at variable rates. Our obligations under the Rabobank
Term Loan are guaranteed by substantially all of our U.S. subsidiaries on
a senior secured basis. The Rabobank Term Loan is secured by
first-priority liens on the Non-ABL Collateral and is secured by
second-priority liens on the ABL Collateral, which secures our obligations
under the ABL Credit Facility on a first-priority
basis.
|
§
|
In
September 2009, we issued 21,660,649 shares of common stock in a
registered public offering at $13.85 per share. In October 2009, we issued
an additional 598,141 shares of common stock at $13.85 per share to cover
over-allotments from the offering. We incurred costs of $13.5 million
associated with the offering. The net proceeds from the offering were used
to repay our $206.3 million senior unsecured notes, which matured in
October 2009, and for working capital and other general corporate
purposes.
|
|
§
|
We
paid debt issuance costs totaling $62.8 million related to the 2014 Notes,
the Rabobank Term Loan and the ABL Credit Facility. The debt issuance
costs were capitalized and are being amortized into interest expense over
the life of each instrument.
|
|
§
|
In
November 2009 (fiscal 2010), the noncontrolling interest holders
of Premium Pet Health, LLC (PPH), a subsidiary in our Pork segment,
notified us of their intention to exercise their put option, requiring us
to purchase all of their ownership interests in the subsidiary. In
December 2009 (fiscal 2010), we acquired the remaining 49% interest
in PPH for $38.9 million. PPH is a leading protein by-product processor
that supplies many of the leading pet food processors in the United
States.
|
37
Fiscal
2009
|
§
|
In July 2008, we
issued $400.0 million aggregate principal amount of 4% convertible
senior notes due June 30, 2013 in a registered offering (the
Convertible Notes). The Convertible
Notes are payable with cash and, at certain times, are convertible into
shares of our common stock based on an initial conversion rate, subject to
adjustment, of 44.082 shares per $1,000 principal amount of Convertible
Notes (which represents an initial conversion price of approximately
$22.68 per share). Upon conversion, a holder will receive cash up to the
principal amount of the Convertible Notes and shares of our common stock
for the remainder, if any, of the conversion
obligation.
|
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 in private transactions that permit 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. We also sold warrants in private transactions for total
proceeds of approximately $36.7 million. The warrants permit 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.
We
incurred fees and expenses associated with the issuance of the Convertible Notes
totaling $11.4 million, which were capitalized and will be amortized to interest
expense over the life of the Convertible Notes. The net proceeds of $337.1
million from the issuance of the Convertible Notes and the Call Spread
Transactions were used to retire short-term uncommitted credit lines and to
reduce amounts outstanding under the U.S. Credit
Facility.
|
§
|
We
borrowed $200.0 million under a three-year term loan with
Rabobank.
|
|
§
|
In
July 2008, we issued a total of 7,000,000 shares of our common stock to
Starbase International Limited, a company registered in the British Virgin
Islands which is a subsidiary of COFCO (Hong Kong) Limited (COFCO). The
shares were issued at a purchase price of $17.45 per share. The proceeds
from the issuance of these shares were used to reduce amounts outstanding
under the U.S. Credit
Facility.
|
Credit
Ratings
On
August 7, 2009, Standard & Poor’s Rating Services (S&P) downgraded
our ‘B’ credit rating to ‘B-’. As of January 31, 2010, our credit ratings were
‘B-’ by S&P and ‘B2’ by Moody’s Investor Services
(Moody’s). Although we had no borrowings outstanding on the ABL
Credit Facility, the interest expense spread that would have been applicable
based on these ratings would have been 4.50%. Additionally, a further downgrade
by either rating agency would not result in an increase in our interest expense
spread because any borrowings would currently be subject to the maximum spread
under our ratings based pricing.
Debt
Covenants and the Incurrence Test
Our
various debt agreements contain covenants that limit additional borrowings,
acquisitions, dispositions, leasing of assets and payments of dividends to
shareholders, among other restrictions.
Our
senior unsecured and secured notes limit our ability to incur additional
indebtedness, subject to certain exceptions, when our interest coverage ratio
is, or after incurring additional indebtedness would be, less than 2.0 to 1.0
(the Incurrence Test). As of January 31, 2010, we did not meet the
Incurrence Test. Due to the trailing twelve month nature of the
Incurrence Test, we do not expect to meet the Incurrence Test again until
the first quarter of fiscal 2011 at the earliest. The Incurrence
Test is not a maintenance covenant and our failure to meet the Incurrence Test
is not a default. In addition to limiting our ability to incur additional
indebtedness, our failure to meet the Incurrence Test restricts us from engaging
in certain other activities, including paying cash dividends, repurchasing our
common stock and making certain investments. However, our failure to meet the
Incurrence Test does not preclude us from borrowing on the ABL Credit Facility
or from refinancing existing indebtedness. Therefore we do not expect the
limitations resulting from our inability to satisfy the Incurrence Test to have
a material adverse effect on our business or liquidity.
Our ABL
Credit Facility contains a covenant requiring us to maintain a fixed charges
coverage ratio of at least 1.1 to 1.0 when the amounts available for borrowing
under the ABL Credit Facility are less than the greater of $120 million or 15%
of the total commitments under the facility (currently $1.0 billion). We
currently are not subject to this restriction and we do not anticipate that our
borrowing availability will decline below those thresholds during fiscal 2010,
although there can be no assurance that this will not occur because our
borrowing availability depends upon our borrowing base calculated for purposes
of that facility.
During
the first quarter of fiscal 2010, we determined that we previously and
unintentionally breached a non-financial covenant under our senior unsecured
notes relating to certain foreign subsidiaries' indebtedness. We promptly cured
this minor breach by amending certain debt agreements of the subsidiaries and
extinguishing other indebtedness of the subsidiaries, and, as a result, no event
of default occurred under our senior unsecured notes or any other
facilities.
38
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 condensed
balance sheets. 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.
We
(together with our joint venture partners) guarantee financial obligations of
certain unconsolidated joint ventures. The financial obligations are: up to
$83.8 million of debt borrowed by Agroindustrial del Noroeste (Norson), of which
$67.3 million was outstanding as of January 31, 2010, and up to $3.5 million of
liabilities with respect to currency swaps executed by another of our
unconsolidated Mexican joint ventures, Granjas Carroll de Mexico (Granjas). The
covenants in the guarantee relating to Norson’s debt incorporate our covenants
under the ABL Credit Facility. In addition, we continue to guarantee $13.7
million of leases that were transferred to JBS in connection with the sale of
Smithfield Beef. Some of these lease guarantees will be released in the near
future and others will remain in place until the leases expire through August
2021.
Additional
Matters Affecting Liquidity
Capital
Projects
As of
January 31, 2010, we had total estimated remaining capital expenditures of $55
million on approved projects, including $11 million related to the Restructuring
Plan. These projects are expected to be funded over the next several years
with cash flows from operations and borrowings under credit facilities. Total
capital expenditures are expected to remain below depreciation in fiscal
2010.
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 “Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations—Derivative Financial Instruments”
in our Annual Report on Form 10-K for the fiscal year ended May 3, 2009. 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
the third quarter of fiscal 2010, margin deposits posted by us ranged from
$(2.5) million to $158.2 million (negative amounts representing margin deposits
we have received from our brokers). The average daily amount on deposit with
brokers during fiscal 2010 was $28.5 million. As of January 31, 2010,
the net amount on deposit with brokers was $88.2
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.
Increase
of Authorized Shares of Common Stock
On
August 26, 2009, our shareholders approved an amendment to our Articles of
Incorporation to increase the number of authorized shares of our common stock
from 200 million to 500 million.
39
CRITICAL
ACCOUNTING POLICIES AND ESTIMATES
The
preparation of consolidated condensed 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 describes updates to our critical accounting policies and estimates,
which are more fully described in “Item 7. Management’s Discussion and Analysis
of Financial Condition and Results of Operations” in our Annual Report on Form
10-K for the fiscal year ended May 3, 2009.
Goodwill
Considerations
As set forth in our
Annual Report on Form 10-K for the fiscal year ended May 3, 2009, our policy is
to perform an annual goodwill impairment test in the fourth quarter of each
year. We are also required to test goodwill for impairment
between annual tests if an event occurs or circumstances change that would more
likely than not reduce the fair value of a reporting unit below its carrying
amount. In the third quarter of fiscal 2009, we engaged an independent
third party valuation specialist to assist us in performing an interim test of
goodwill in our U.S. hog production reporting unit. The decision to test
goodwill at that date was based upon a perception that certain indicators of
impairment may have been present, including losses in the reporting unit and a
decline in the market price of our common stock. At that time, the fair
value of the reporting unit was determined to be in excess of its carrying value
by more than 20 percent. Accordingly, no impairment of goodwill was
indicated. Since then, we have continued to re-examine key assumptions
used in the valuation as well as closely monitor industry macro-economic trends
that have
the potential to alter or significantly influence those assumptions. In
this regard, we are closely monitoring developments related to U.S. ethanol
policy and proposals that promote the
production and use of corn-based ethanol, including current proposals
that would mandate an increase in blending percentages from 10 to 15
percent. We are concerned about the effects of the ethanol policy on the
price of corn and, ultimately, on the cost of feed grains and resultant impact
on longer-term industry
profitability.
As
of January 31, 2010, the carrying amount of goodwill related to our U.S. hog
production operations was $442.9 million. Based on our ongoing evaluation of
changes that may have occurred in key assumptions utilized in our prior
evaluation of the fair value of the U.S. hog production reporting unit, we
believe that fair value still exceeds carrying value. While we believe we
have made reasonable estimates and assumptions to calculate the fair value of
this reporting unit, it is reasonably possible a material change could
occur. If actual results are not consistent with our estimates or key
assumptions used to calculate the fair value of this reporting unit, or if
conditions or events change our estimates of future profitability, such as
unfavorable developments in U.S. ethanol policies and continued depressed U.S.
hog market prices, a material impairment of our goodwill could result. If
goodwill were determined to be impaired, it would result in a non-cash charge to
earnings with a corresponding decrease in shareholder’s equity. However, a
non-cash goodwill impairment charge would not have any effect on our
liquidity.
Impairment
Considerations of Equity Method Investments
We
consider whether the fair values of our equity method investments have declined
below their carrying values whenever adverse events or changes in circumstances
indicate that the carrying value may not be recoverable. 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 we would write down the carrying value
of the investment to its estimated fair value.
As
of January 31, 2010, we held 37,811,302 shares of CFG common stock. The stock
was valued at €6.48 per
share (approximately $8.98 per share) on the close of the last day of trading
before the end of our third quarter of fiscal 2010. Based on the stock price and
foreign exchange rate as of January 31, 2010, the carrying value of our
investment in CFG, net of the cumulative translation adjustment, exceeded the
market value of the underlying securities by $79.9 million. We have
analyzed our investment in CFG for impairment and have determined that the
decline in value is temporary. We have based our conclusion on the historical
prices and trading volumes of the stock, the impact of the movement in foreign
currency translation, the duration of time in which the carrying value of the
investment exceeded its fair value, our level of involvement with the entity,
and our intent and ability to hold the investment long-term. Based on our
assessment, no impairment was recorded.
40
FORWARD-LOOKING
STATEMENTS
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 statements. These risks
and uncertainties include the availability and prices of live hogs, raw
materials, fuel and supplies, food safety, livestock disease, live hog
production costs, product pricing, the competitive environment and related
market conditions, hedging risk, operating efficiencies, changes in interest
rate and foreign currency exchange rates, changes in our credit ratings, access
to capital, the investment performance of our pension plan assets and the
availability of legislative funding relief, the cost of compliance with
environmental and health standards, adverse results from on-going litigation,
actions of domestic and foreign governments, labor relations issues, credit
exposure to large customers, the ability to make effective acquisitions and
dispositions and successfully integrate newly acquired businesses into existing
operations, our ability to effectively restructure portions of our operations
and achieve cost savings from such restructurings and other risks and
uncertainties described in “Item 1A. Risk Factors” in our Annual
Report on Form 10-K for the fiscal year ended May 3, 2009 and in this Quarterly
Report on Form 10-Q for the quarter ended January 31, 2010. 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.
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
For
complete quantitative and qualitative disclosures about market risk affecting
the Company, see “Item 7A. Qualitative and Quantitative Disclosures About
Market Risk” of our Annual Report on Form 10-K for the fiscal year ended May 3,
2009. Our exposure to market risk from commodities is detailed
below.
The
following table presents the sensitivity of the fair value of our open commodity
contracts and interest rate and foreign currency contracts to a hypothetical 10%
change in market prices or in interest rates and foreign exchange rates, as of
January 31, 2010 and May 3, 2009.
January
31, 2010
|
May
3,
2009
|
|||||||
(in
millions)
|
||||||||
Livestock
|
$ | 124.5 | $ | 12.6 | ||||
Grains
|
47.7 | 17.1 | ||||||
Energy
|
3.0 | 2.0 | ||||||
Interest
rates
|
0.3 | 0.5 | ||||||
Foreign
currency
|
7.0 | 15.7 |
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 31, 2010.
Based on that evaluation, management, including the CEO and CFO, has concluded
that our disclosure controls and procedures were effective as of January 31,
2010.
There
were no changes in our internal control over financial reporting during
our third quarter of fiscal 2010 that have materially affected, or are
reasonably likely to affect, our internal control over financial
reporting.
41
PART
II—OTHER INFORMATION
Missouri
Litigation
As
previously disclosed in our Annual Report on Form 10-K filed on June 24,
2009, lawsuits based on the law of nuisance were filed against Premium Standard
Farms (PSF), a wholly-owned subsidiary that we acquired on May 7, 2007, and
Continental Grain Company (CGC), in the Circuit Court of Jackson County,
Missouri entitled Steven
Adwell, et al. v. PSF, et al. and Michael Adwell, et al. v. PSF, et
al. On March 4, 2010, a jury trial involving 15 plaintiffs who
live near Homan farm resulted in a jury verdict of compensatory damages for the
plaintiffs for a total of $11,050,000. Thirteen of the Homan farm
plaintiffs received damages in the amount of $825,000 each. One of
the plaintiffs received damages in the amount of $250,000, while another
plaintiff received $75,000. As of the date of this report, the
Company is reviewing all of its options relative to this verdict and believes
that there are substantial grounds for reversal on appeal. Pursuant
to a pre-existing arrangement, PSF is obligated to indemnify CGC for certain
liabilities, if any, resulting from the Missouri litigation, including any
liabilities resulting from the foregoing verdict.
John
Morrell/Patrick Cudahy Facility
On
January 14, 2010, the State of Wisconsin’s Department of Natural Resources
issued a notification to Patrick Cudahy advising that the Department referred
the facility to Wisconsin’s Department of Justice for
enforcement. The referral alleges that the facility violated its air
management permits by failing to obtain an approved NOx plan and to submit
various reports in a timely manner. We are investigating the matter
and anticipate holding informal conferences with Wisconsin officials and remain
hopeful that we will be able to resolve the matter amicably. While we
could face potential monetary penalties, depending upon the results of the
Wisconsin investigation, management believes that any ultimate liability with
respect to these matters would not have a material adverse effect on our
financial position or operations.
Farmland Crete
Facility
As
previously disclosed in our Annual Report on Form 10-K filed on June 24, 2009,
in December 2008, EPA Region 7 issued a Notice of Violation (the NOV) to our
subsidiary, Farmland Foods, Inc. (Farmland), relative to Farmland’s facility in
Crete, Nebraska. The NOV alleged that the Crete facility exceeded
opacity limitations and violated testing and recordkeeping requirements
specified in an air permit issued to the Crete facility by the Nebraska
Department of Environmental Quality. The parties have settled the matter
and Farmland has paid a penalty of $70,425.
RISK
FACTORS
|
The
following two risk factors have been updated from those previously disclosed in
our Annual Report on Form 10-K for the fiscal year ended May 3, 2009 and our
Quarterly Report on Form 10-Q for the quarter ended November 1,
2009.
Our
level of indebtedness and the terms of our indebtedness could adversely affect
our business and liquidity position.
As
of January 31, 2010, we had:
|
§
|
approximately
$3,004.0 million of
indebtedness;
|
|
§
|
guarantees
of up to $83.8 million for the financial obligations of certain
unconsolidated joint ventures and hog
farmers;
|
|
§
|
guarantees
of $13.7 million for leases that were transferred to JBS in connection
with the sale of Smithfield Beef;
and
|
|
§
|
aggregate
borrowing capacity available under our ABL Credit Facility totaling $672.0
million, taking into account a borrowing base adjustment of $139.4
million, no outstanding borrowings and outstanding letters of credit of
$188.6 million.
|
Our
indebtedness may increase from time to time in the future for various reasons,
including fluctuations in operating results, 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 fiscal 2010,
margin deposits posted by us ranged from $(2.5) million to $158.2 million
(negative amounts representing margin deposits we have received from our
brokers). 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, significantly 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. For example, in fiscal 2009, both Standard
& Poor’s Rating Services (S&P) and Moody’s Investors Services
twice downgraded our credit ratings, which resulted in increased interest
expense, and our credit rating is currently on negative watch by
S&P,
|
42
|
§
|
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 assets in the United States secure our ABL Credit Facility, our
Rabobank Term Loan and our Senior Secured Notes, 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.
|
Further,
our debt agreements restrict the payment of dividends to shareholders and, under
certain circumstances, may limit additional borrowings, investments, the
acquisition or disposition of assets, mergers and consolidations, transactions
with affiliates, the creation of liens and the repayment of certain debt. For
example, we anticipate that, if availability under the ABL Credit Facility does
not meet certain thresholds, we will be subject to financial condition
maintenance tests under the ABL Credit Facility and the Rabobank Term Loan. In
addition, as more fully described in the section of our Annual Report on Form
10-K for the fiscal year ended May 3, 2009 entitled “Management’s Discussion and
Analysis of Financial Condition and Results of Operations – Debt Covenants and
the Incurrence Test,” the indentures relating to our senior unsecured notes
preclude us from incurring certain additional indebtedness and restrict us from
engaging in certain other activities, including paying cash dividends,
repurchasing our common stock and making certain investments when our interest
coverage ratio is less than 2.0 to 1.0 (the “Incurrence Test”). As of January
31, 2010, we did not meet the Incurrence Test, and we do not expect to meet the
Incurrence Test again until the first quarter of fiscal 2011 at the earliest.
Failure to meet the Incurrence Test limits our flexibility in accessing the
credit markets and, should this failure continue, could adversely affect our
business and financial condition by, among other things, limiting our ability to
obtain financing, refinance existing indebtedness when it becomes due and take
advantage of corporate opportunities.
Should
market conditions continue to deteriorate or fail to improve, or our operating
results continue to be depressed in the future, we may have to request
amendments to our covenants and restrictions. 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 ABL Credit Facility or
the Rabobank Term Loan, the holders of our Senior Secured Notes or the holders
of our senior unsecured notes, as the case may be, to declare all amounts
outstanding under the ABL Credit Facility, the Rabobank Term Loan, the Senior
Secured Notes or the senior unsecured notes to be due and payable, together with
accrued and unpaid interest, and the commitments of the relevant senior lenders
to make further extensions of credit under the ABL Credit Facility could be
terminated. If we were unable to repay our indebtedness to our lenders under our
secured debt, these lenders could proceed, where applicable, against the
collateral securing that indebtedness, which could include substantially all of
our assets. 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 that is subject to
economic, financial, competitive and other factors, including the other risks
set forth in this Item 1A and in “Item 1A. Risk Factors” of our Annual Report on
Form 10-K for the fiscal year ended May 3, 2009 and this Quarterly Report
on Form 10-Q for the quarter ended January 31, 2010.
Our
operations are subject to the risks associated with acquisitions and investments
in joint ventures.
Although
our overall focus has shifted from acquisitions to integration of existing
operations, we may continue to review opportunities for strategic growth through
acquisitions in the future. 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 such as the
recent merger of Groupe Smithfield and Campofrío.
These transactions present financial, managerial and operational challenges,
including:
|
§
|
diversion
of management attention from other business
concerns,
|
|
§
|
difficulty
with integrating businesses, operations, personnel and financial and other
systems,
|
|
§
|
lack
of experience in operating in the geographical market 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,
|
43
|
§
|
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
could experience financial or other setbacks 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. See “Item 3. Legal
Proceedings—Missouri Litigation” in our Annual Report on Form 10-K for the
fiscal year ended May 3, 2009 and "Item 1. Legal Proceedings-Missouri
Litigation" in this Quarterly Report on Form 10-Q for the quarter ended January
31, 2010 regarding lawsuits filed in Missouri against PSF and Continental
Grain Company by neighboring individuals largely based on the laws of
nuisance. Although we are continuing PSF’s vigorous defense of these claims, we
cannot assure you that we will be successful, that additional nuisance claims
will not arise in the future or that the reserves for this litigation will not
have to be substantially increased.
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
31, 2010, none of our equity investments represented more than 6% of our total
consolidated assets. If the Company determines 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. See the section of our Annual Report on Form 10-K for the fiscal year
ended May 3, 2009 entitled “Notes to Consolidated Financial Statements—Note 1:
Investments” for a discussion of the accounting treatment of our equity
investments.
UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
|
|
PURCHASES OF EQUITY SECURITIES
BY THE ISSUER AND AFFILIATED
PURCHASERS
|
Period
|
Total Number of
Shares Purchased
|
Average Price
Paid per Share
|
Total Number
of Shares Purchased as Part of Publicly Announced Plans or
Programs
|
Maximum Number
of Shares that May Yet Be Purchased Under the Plans or Programs(1)
|
||||||||||||
November
2, 2009 to November 30, 2009
|
- | n/a | n/a | 2,873,430 | ||||||||||||
December
1, 2009 to December 31, 2009
|
6,173 | $ | 16.30 | n/a | 2,873,430 | |||||||||||
January
1, 2010 to January 31, 2010
|
- | n/a | n/a | 2,873,430 | ||||||||||||
Total
|
6,173 | (2) | $ | 16.30 | n/a | 2,873,430 |
(1)
|
As of January 31, 2010, our board
of directors had authorized the repurchase of up to 20,000,000 shares of
our common stock. The original repurchase plan was announced on
May 6, 1999 and increases in the number of shares we may repurchase
under the plan were announced on December 15,
1999, January 20, 2000, February 26,
2001, February 14, 2002 and June 2, 2005. There is no
expiration date for this repurchase
plan.
|
(2)
|
The purchases were made in open
market transactions by Wells Fargo, as trustee, and the 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.
|
DEFAULTS
UPON SENIOR SECURITIES
|
Not
applicable.
ITEM 4. (REMOVED AND
RESERVED)
Not
applicable
Not
applicable.
44
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 August 27, 2008, including the Bylaws of the
Company, as amended to date (incorporated by reference to Exhibit 3.1 to
the Company’s Current Report on Form 8-K filed with the SEC on September
3, 2008).
|
Exhibit
10.1
|
—
|
Summary
of Incentive Award, One-Time Cash Bonus and Performance Share Units
granted to Robert W. Manly, IV (incorporated by reference to Exhibit 99.1
to the Company’s Current Report on Form 8-K filed with the SEC on December
14, 2009).
|
Exhibit
10.2
|
—
|
Form
of Smithfield Foods, Inc. 2008 Incentive Compensation Plan Performance
Share Unit Award granted December 2009 (filed
herewith).
|
Exhibit
10.3
|
—
|
Market
Hog Contract Grower Agreement, dated May 13, 1998, by and
between Continental Grain Company and CGC Asset Acquisition
Corp. (filed herewith).
|
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).
|
45
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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 and Chief
Accounting
Officer
|
Date:
March 12, 2010
46