SMITHFIELD FOODS INC 10-Q

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 Operations contained in our Transition Report on Form 10-K for the eight months ended December 29, 2013 . On September 26, 2013, we merged with a wholly owned subsidiary of WH Group in a transaction accounted for as a business combination. Unless the context otherwise requires, all references to “Successor” refer to Smithfield Foods, Inc. and all its subsidiaries for the period subsequent to the Merger. All references to “Predecessor” refer to Smithfield Foods, Inc. and all its subsidiaries for all periods prior to the Merger. EXECUTIVE OVERVIEW We are the largest hog producer and pork processor in the world. In the United States, we are also the leader in numerous packaged meats categories with popular brands including Farmland®, Smithfield®, Eckrich®, Armour® and John Morrell®. We are committed to providing good food in a responsible way and maintaining robust animal care, community involvement, employee safety, environmental, and food safety and quality programs. We produce and market a wide variety of fresh meat and packaged meats products both domestically and internationally. We operate in a cyclical industry and our results are significantly affected by fluctuations in commodity prices for livestock (primarily hogs) and grains. Some of the factors that we believe are critical to the success of our business are our ability to: ▪ maintain and expand market share, particularly in packaged meats, ▪ develop and maintain strong customer relationships, ▪ continually innovate and differentiate our products, ▪ manage risk in volatile commodities markets, and ▪ maintain our position as a low cost producer of live hogs, fresh pork and packaged meats. We conduct our operations through five reportable segments: Fresh Pork, Packaged Meats, Hog Production, International and Corporate. See Note 12—Reportable Segments for additional information about changes to our reportable segments during the current quarter. The Fresh Pork segment consists of our U.S. fresh pork operations. The Packaged Meats segment consists of our U.S. packaged meats operations. The Hog Production segment consists of our U.S. hog production operations. The International segment is comprised mainly of our meat processing and distribution operations in Poland, Romania and the United Kingdom, our interests in meat processing operations, mainly in Western Europe and Mexico, our hog production operations located in Poland and Romania and our interests in hog production operations in Mexico. The Corporate segment provides management and administrative services to support our other segments. Second Quarter Summary of Results Net income for the three months ended June 29, 2014 was $142.9 million compared to net income of $32.4 million in the three months ended June 30, 2013 . The following summarizes the operating results of each of our reportable segments and other significant changes impacting net income for the three months ended June 29, 2014 compared to net income for the three months ended June 30, 2013 : ▪ Fresh Pork operating profit increased by $48.6 million primarily as a result of higher fresh pork market prices. ▪ Packaged Meats operating profit decreased by $ 14.3 million as raw material costs increased significantly and could not fully be passed on to customers. ▪ Hog Production operating profit increased $98.4 million primarily as a result of significantly higher live hog market prices and lower feed costs. ▪ International operating profit increased by $30.4 million due to higher sales and lower raw material costs in our European operations as well as an increase in equity income from our joint ventures in Mexico. 20 Porcine Epidemic Diarrhea Virus (PEDv) The United States Department of Agriculture (USDA) identified PEDv in the United States for the first time in 2013. PEDv, a disease that only infects pigs, not humans or other livestock, is an industry-wide issue and has a significant presence in U.S. swine. Our herds in several regions in which we operate are affected as PEDv continues to spread throughout the U.S. We are subject to risks related to our ability to maintain animal health and control PEDv. We are unable to predict the extent the disease will impact our operations or market prices in the future. Renewable Fuel Standard The federal Renewable Fuel Standard (RFS) program requires that bio-fuels be blended into transportation fuels at ever-increasing volumes up to 36 billion gallons in 2030. In October 2010, the Environmental Protection Agency (EPA) granted a “partial waiver” to a statutory bar under the Clean Air Act prohibiting fuel manufacturers from introducing fuel additives that are not “substantially similar” to those already approved and in use for vehicles of model year (MY) 1975 or later. Prior to EPA's decision, the ethanol content of gasoline in the United States was limited to 10 percent (E10), which created a barrier, commonly referred to as the "blendwall," to the expansion of blended bio-fuels as prescribed by the RFS. The EPA's "partial waiver" allows fuel manufacturers to increase the ethanol content of gasoline to 15 percent (E15) for use in MY 2007 and newer light-duty motor vehicles, including passenger cars, light-duty trucks and medium-duty passenger vehicles. In January 2011, the EPA granted another partial waiver authorizing E15 use in MY 2001-2006 light-duty motor vehicles. Judicial challenges to these rulemakings by a coalition of industry groups were dismissed. On November 15, 2013, the EPA proposed volume requirements and associated percentage standards that would apply under the RFS program in calendar year 2014 for cellulosic bio-fuel, biomass-based diesel, advanced bio-fuel and total renewable fuel. EPA’s proposal reduces the volume of renewable fuels mandated by statute and reflects EPA’s current estimate of what will actually be produced in 2014. EPA’s proposal reflects a concern that existing transportation infrastructure is unprepared for higher blends of bio-fuels in transportation fuels such as E15 and that the reduction in required volumes will maintain a blending percentage at E10 through 2014. EPA will consider public comments before setting the final standard. Recent comments by senior EPA officials suggest that the final 2014 standard will include higher volumes than the November 2013 proposal due in part to greater overall domestic consumption of transportation fuel. However, it is expected that the final volumes will continue to maintain overall blending volumes at E10. Although the long-term impact of the RFS is currently unknown, studies have shown that expanded corn-based ethanol production has driven up the price of livestock feed and led to commodity-price volatility. We cannot presently assess the full economic impact of the RFS program on the meat processing industry or on our operations. Country of Origin Labeling Following a World Trade Organization (WTO) panel ruling on a complaint by Canada and Mexico that existing U.S. country- of-origin labeling (COOL) requirements violated the United States’ WTO obligations, USDA published a new rule effective May 23, 2013, Mandatory Country of Origin Labeling of Beef, Pork, Lamb, Chicken, Goat Meat, Wild and Farm-Raised Fish and Shellfish, Perishable Agricultural Commodities, Peanuts, Pecans, Ginseng, and Macadamia Nuts . 78 Fed. Reg. 31367 (May 24, 2013) (the 2013 Rule). The 2013 Rule requires, in part, that labels on covered meat products must list separately, in sequence, the specific country where the animal was "born," the country where it was "raised," and the country where it was "slaughtered." The rule also prohibits combining or commingling of meats with different "Born, Raised, and Slaughtered" combinations in the same package at retail. On March 28, 2014 and on July 29, 2014, the U.S. Court of Appeals for the District of Columbia Circuit rejected a judicial challenge to these rulemakings by a coalition of industry groups. The Canadian and Mexican governments are also challenging the 2013 Rule before the Dispute Settlement Body of the WTO. If the Canadian and Mexican WTO challenge is successful, then USDA will be faced with the choice of re-formulating another country of origin regulation, seeking amendments to the underlying statute, or subjecting U.S. industries to substantial retaliatory tariffs. Although the long-term impact of COOL is currently unknown, industry groups have indicated that the rules impose additional costs on the industry including costs associated with segregation of livestock, record-keeping and new packaging and labeling along with potential retaliatory trade measures under WTO rules. We cannot presently assess the full economic impact of COOL on the meat processing industry or on our operations. 21 Outlook The commodity markets affecting our business fluctuate on a daily basis. In this operating environment, it is difficult to forecast industry trends and conditions. The outlook statements that follow must be viewed in this context. Market fundamentals continue to be supportive of our business on a number of fronts. Domestic protein demand is impressive. Although Russia has banned US pork imports, international demand from other countries remains strong. This, combined with lower domestic protein production, should support high hog and pork prices for the duration of 2014 and beyond. Notwithstanding a bullish hog production outlook, PEDv concerns seem to have thwarted market expansion for now. In addition, corn is currently trading at the lowest level in three years. This should translate into normalized fresh pork margins and high, above normalized hog production margins in 2014. We remain focused on maximizing our existing business through increased consumer marketing programs, product innovation and capital investment to further establish ourself as a leader in consumer packaged meats. We expect to deliver packaged meats margins in the normalized range in 2014. We see enormous growth potential for our US business through organic improvement, particularly in packaged meats. Synergy opportunities with WH Group are advancing. For example, Smithfield branded premium chilled fresh pork sold at Smithfield kiosks in Mainland China has been well received by consumers with strong sales and customer traffic. We opened three new kiosks in July, bringing our total number of kiosks to 21, and plan to continue to expand throughout China to cover the major first-tier and second-tier cities by the end of the year. The early success of our Smithfield kiosks in China underscores the synergistic effect of our merger with WH Group. As part of WH Group’s global platform, we will continue to create value through organic growth and synergy initiatives, while leveraging the benefits of positive market fundamentals in the US. 22 RESULTS OF OPERATIONS Consolidated Results of Operations The tables presented below compare our results of operations for the three and six months ended June 29, 2014 and June 30, 2013 . As used in the tables, "NM" means "not meaningful." Three Months Ended June 29, 2014 and June 30, 2013 Successor Predecessor Three Months Ended June 29, 2014 June 30, 2013 % Change (in millions) Sales $ 3,814.0 $ 3,337.8 14 % Cost of sales 3,345.5 3,031.6 10 % Gross profit 468.5 306.2 53 % Selling, general and administrative expenses 219.2 213.9 2 % (Income) loss from equity method investments (10.9 ) 2.5 (536 )% Operating profit 260.2 89.8 190 % Interest expense 40.4 44.9 (10 )% Income before income taxes 219.8 44.9 390 % Income tax expense 76.9 12.5 515 % Net income $ 142.9 $ 32.4 341 % Sales and gross profit ▪ Sales increased primarily as a result of higher domestic pork market prices. ▪ Gross profit increased primarily as a result of higher sales and lower hog raising costs, which more than offset the increase in pork processing raw material costs. Selling, general and administrative expenses (SG&A) ▪ The increase in SG&A is primarily attributable to higher variable compensation expenses stemming from higher year-over-year operating results and an increase in professional fees. These increases in SG&A were partially offset by lower pension expense. Income from equity method investments ▪ The increase in profitability in the current year is primarily driven by higher hog prices in Mexico. Income tax expense ▪ Our effective tax rate was 35% and 28% for the three months ended June 29, 2014 and June 30, 2013 , respectively. For the three months ended June 29, 2014, taxable income relative to permanent items, the mix of income between jurisdictions, and the expiration of certain federal tax credits as of December 31, 2013 impacted the effective tax rate. The three months ended June 30, 2013 were impacted by income relative to permanent items, the mix of income between jurisdictions, state income tax credits and federal legislation during that period that reinstated certain federal tax credits retroactively to January 1, 2012. 23 Six Months Ended June 29, 2014 and June 30, 2013 Successor Predecessor Six Months Ended June 29, 2014 June 30, 2013 % Change (in millions) Sales $ 7,236.1 $ 6,664.7 9 % Cost of sales 6,370.9 6,099.5 4 % Gross profit 865.2 565.2 53 % Selling, general and administrative expenses 434.6 421.9 3 % Income from equity method investments (26.0 ) (5.3 ) (391 )% Operating profit 456.6 148.6 207 % Interest expense 81.2 87.7 (7 )% Non-operating gain (1.1 ) — NM Income before income taxes 376.5 60.9 518 % Income tax expense 128.3 10.3 NM Net income $ 248.2 $ 50.6 391 % Sales and gross profit ▪ Sales increased primarily as a result of higher domestic pork market prices. ▪ Gross profit increased primarily as a result of higher sales and lower hog raising costs, which more than offset the increase in pork processing raw material costs. Selling, general and administrative expenses (SG&A) ▪ The increase in SG&A is primarily attributable to higher variable compensation expenses stemming from higher year-over-year operating results and an increase in professional fees. These increases in SG&A were partially offset by lower pension expense. Income from equity method investments ▪ The increase in profitability in the current year is primarily driven by higher hog prices in Mexico. Income tax expense ▪ Our effective tax rate was 34% and 17% for the six months ended June 29, 2014 and June 30, 2013 , respectively. For the six months ended June 29, 2014, taxable income relative to permanent items, the mix of income between jurisdictions, and the expiration of certain federal tax credits as of December 31, 2013 impacted the effective tax rate. The six months ended June 30, 2013 were impacted by income relative to permanent items, the mix of income between jurisdictions, state income tax credits and federal legislation during that period that reinstated certain federal tax credits retroactively to January 1, 2012. 24 Segment Results The following information reflects the results from each respective segment for the three and six months ended June 29, 2014 and June 30, 2013 . Three Months Ended June 29, 2014 and June 30, 2013 Successor Predecessor Three Months Ended June 29, 2014 June 30, 2013 % Change (in millions) Sales: Fresh Pork $ 1,605.8 $ 1,324.4 21 % Packaged Meats 1,728.2 1,450.5 19 % Hog Production 857.0 857.4 — International 426.0 382.8 11 % Total segment sales 4,617.0 4,015.1 15 % Intersegment sales (803.0 ) (677.3 ) 19 % Consolidated sales $ 3,814.0 $ 3,337.8 14 % Operating profit (loss): Fresh Pork $ 29.7 $ (18.9 ) 257 % Packaged Meats 97.5 111.8 (13 )% Hog Production 129.0 30.6 322 % International 33.9 3.5 869 % Corporate (29.9 ) (37.2 ) 20 % Consolidated operating profit $ 260.2 $ 89.8 190 % Fresh Pork ▪ Current year sales and operating profit increased due to higher fresh pork market prices which more than offset higher raw material costs. Packaged Meats ▪ Current year sales increased 19 % due to a 13% increase in average selling prices and a 6% increase in volume, primarily attributable to the timing of Easter. ▪ Operating profit in the current year decreased as raw material costs increased significantly and could not fully be passed on to customers. Hog Production ▪ Sales were relatively unchanged from the prior year as the impact of higher domestic live hog market prices was offset by lower sales volumes. PEDv was a significant factor in the volume decline and significantly impacted the market prices. ▪ Current year operating profit benefited from a 30% increase in domestic live hog market prices and lower feed costs. International ▪ Sales were positively impacted by a 12% increase in volume which was partially offset by a 6% decrease in local currency average selling prices. These changes were driven primarily by a 17% increase in hogs processed in Poland. The effects of foreign currency translation also positively impacted sales by approximately $21 million. ▪ Current year operating profit was positively impacted by higher sales and lower feed costs in Europe along with higher equity income from our Mexican joint ventures. 25 Corporate ▪ Operating results in the Corporate segment were improved from last year, which included acquisition related expenses associated with the WH Group and Kansas City Sausage transactions. Six Months Ended June 29, 2014 and June 30, 2013 Successor Predecessor Six Months Ended June 29, 2014 June 30, 2013 % Change (in millions) Sales: Fresh Pork $ 2,992.9 $ 2,511.6 19 % Packaged Meats 3,276.7 3,045.0 8 % Hog Production 1,706.5 1,691.4 1 % International 800.7 733.1 9 % Total segment sales 8,776.8 7,981.1 10 % Intersegment sales (1,540.7 ) (1,316.4 ) 17 % Consolidated sales $ 7,236.1 $ 6,664.7 9 % Operating profit (loss): Fresh Pork $ 88.6 $ 2.9 NM Packaged Meats 218.8 218.8 — Hog Production 138.5 (29.8 ) 565 % International 70.8 17.8 298 % Corporate (60.1 ) (61.1 ) 2 % Consolidated operating profit $ 456.6 $ 148.6 207 % Fresh Pork ▪ Current year sales and operating profit increased due to higher fresh pork market prices which more than offset higher raw material costs. Packaged Meats ▪ Current year sales increased 8% due to a 10% increase in average selling prices and 2% lower volumes. ▪ Operating profit in the current year was unchanged as we were able to pass higher raw material costs to customers. Hog Production ▪ Sales were relatively unchanged from the prior year as the impact of higher domestic live hog market prices was offset by lower sales volumes. PEDv was a significant factor in the volume decline and significantly impacted the market prices. ▪ Current year operating profit benefited from a 23% increase in domestic live hog market prices and lower feed costs. International ▪ Sales were positively impacted by a 19% increase in volume which was partially offset by an 11% decrease in average selling prices. These changes were driven largely by a 17% increase in hogs processed in Poland. The effects of foreign currency translation also positively impacted sales by approximately $24 million. ▪ Current year operating profit was positively impacted by higher sales and lower feed costs in Europe along with higher equity income from our Mexican joint ventures. 26 LIQUIDITY AND CAPITAL RESOURCES Summary Our cash requirements consist primarily of the purchase of raw materials used in our hog production and pork processing operations, long-term debt obligations and related interest, lease payments for real estate, machinery, vehicles and other equipment, and expenditures for capital assets, other investments and other general business purposes. Our primary sources of liquidity are cash we receive as payment for the products we produce and sell, as well as our credit facilities. We believe that our current liquidity position is strong and that our cash flows from operations and availability under our credit facilities will be sufficient to meet our working capital needs and financial obligations for at least the next twelve months. As of June 29, 2014 , our liquidity position was approximately $1.0 billion , comprised of approximately $930.0 million in availability under our credit facilities and $109.4 million in cash and cash equivalents. 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, acquisitions, integration costs, debt retirement and other capital requirements. Accounts Receivable and Inventories The meat processing industry is characterized by high sales volume and rapid turnover of inventories and accounts receivable. Because of the rapid turnover rate, we consider our meat inventories and accounts receivable highly liquid and readily convertible into cash. The Hog Production segment also has rapid turnover of accounts receivable. Although inventory turnover in the Hog Production segment is slower, mature hogs are readily convertible into cash. Borrowings under our credit facilities are used, in part, to finance increases in the levels of inventories and accounts receivable resulting from seasonal and other market-related fluctuations in raw material costs. Credit Facilities Successor June 29, 2014 Facility Capacity Outstanding Letters of Credit Outstanding Borrowings Amount Available (in millions) Inventory Revolver $ 1,025.0 $ — $ (200.0 ) $ 825.0 Securitization Facility 275.0 (98.8 ) (155.0 ) 21.2 International facilities 140.8 — (57.0 ) 83.8 Total credit facilities $ 1,440.8 $ (98.8 ) $ (412.0 ) $ 930.0 Cash Flows Operating Activities Successor Predecessor Six Months Ended June 29, 2014 June 30, 2013 (in millions) Net cash flows from operating activities $ (74.2 ) $ (92.1 ) The following items explain the significant changes in cash flows from operating activities: ▪ Cash received from customers increased due to higher domestic fresh pork market prices. ▪ Cash paid for grain purchased by the Hog Production segment decreased approximately $459.3 million from the prior year. 27 ▪ In the current year, we paid $ 204.6 million for the settlement of derivative contracts and for margin requirements compared to $ 51.2 million in the prior year. ▪ Cash paid to outside hog supplier increased due to a 23% increase in average domestic live hog prices. ▪ The current year included net tax payments of $ 82.2 million for domestic income taxes as compared to net refunds of $ 2.8 million in the prior year. ▪ Cash interest payments increased approximately $ 12.0 million . Investing Activities Successor Predecessor Six Months Ended June 29, 2014 June 30, 2013 (in millions) Capital expenditures $ (98.5 ) $ (149.9 ) Business acquisitions (11.0 ) (32.7 ) Net proceeds (expenditures) from breeding stock transactions 9.7 (11.2 ) Proceeds from the sale of property, plant and equipment 2.3 3.4 Other 3.4 (0.3 ) Net cash flows from investing activities $ (94.1 ) $ (190.7 ) The following items explain the significant investing activities for the six months ended June 29, 2014 and June 30, 2013 : ▪ Capital expenditures during both years primarily related to plant and hog farm improvement projects, including the replacement of gestation stalls with group pens, which is more fully explained under "Additional Matters Affecting Liquidity" below. ▪ In May 2013, we paid $32.7 million, net of cash acquired, for a 50% interest in Kansas City Sausage Company, LLC (KCS). ▪ In April 2014, KCS bought a meat processing business for $11.0 million. Financing Activities Successor Predecessor Six Months Ended June 29, 2014 June 30, 2013 (in millions) Proceeds from the issuance of long-term debt $ 13.0 $ 200.0 Principal payments on long-term debt and capital lease obligations (27.7 ) (59.7 ) Proceeds from Securitization Facility 185.0 200.0 Payments on Securitization Facility (135.0 ) (30.0 ) Net proceeds (payments) on revolving credit facilities 48.3 204.3 Other (0.5 ) 2.1 Net cash flows from financing activities $ 83.1 $ 516.7 The following items explain the significant financing activities for the six months ended June 29, 2014 and June 30, 2013 : ▪ In the current year, we drew $55.0 million on our Inventory Revolver and $50.0 million, net of repayments, on our Securitization Facility, primarily to cover margin requirements on our commodity derivative contracts. ▪ In May 2013, we repaid the remaining outstanding principal amount on our 7.75% senior unsecured notes totaling $55.0 million. 28 ▪ In the prior year, we drew $225.0 million on our Inventory Revolver and $170.0 million, net of repayments, on our Securitization Facility as well as issued $200.0 million in long-term debt to repay the aforementioned notes and for working capital needs. Interest Rate Spread As of June 29, 2014 , the interest rate on borrowings under the Inventory Revolver and the Securitization Facility were LIBOR plus 3.25% and the lender's cost of funds of 0.20% plus 1.15% , respectively. The Inventory Revolver interest rate spread is based on a pricing-level grid in the agreement and is determined by our Funded Debt to EBITDA ratio (as defined in the Second Amended and Restated Credit Agreement, dated as of June 9, 2011, among the Company, specified subsidiaries of the Company, Rabobank Nederland, New York Branch, as Administrative Agent, specified lenders, and other specified agents and arrangers, as amended). 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. As of June 29, 2014 , we continued to guarantee $8.9 million of leases that were transferred to JBS S.A. in connection with the sale of Smithfield Beef, Inc which closed in October 2008. This guaranty may remain in place until the leases expire through February 2022. Additional Matters Affecting Liquidity Capital Projects We anticipate annual capital expenditures in the range of $300 million to $350 million over the next several years to upgrade facilities with new machinery and equipment in order to improve our competitive cost structure and achieve least cost/best in class operations. These expenditures are expected to be funded with cash flows from operations and/or borrowings under our credit facilities. Group Pens In January 2007, we announced a voluntary, ten-year program to phase out individual gestation stalls at our company-owned sow farms and replace the gestation stalls with group pens. We anticipate the full cost of our transition to group pens will total approximately $360.0 million , including associated maintenance and repairs. This program represents a significant financial commitment and reflects our desire to be more animal friendly, as well as to address the concerns and needs of our customers. As of the end of calendar year 2013, we had completed conversions to group housing for over 54% of our sows on company-owned farms. We remain on track to finish conversion to group housing for all sows on company-owned farms by the end of 2017. Our hog production operations in Poland and Romania completed their conversions to group housing facilities a number of years ago. In January 2014, we announced the recommendation that all of our contract sow growers join us in converting their facilities to group housing systems for pregnant sows. We asked contract sow growers to convert by 2022 and offered a sliding scale of incentives to accelerate that timetable through the receipt of contract extensions upon completion of the conversion. 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 Transition Report on Form 10-K for the eight months ended December 29, 2013. 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 decreases, we may be required to post margin deposits with our brokers to 29 cover a portion of the decrease. Conversely, when the value of our open derivative contracts increases, our brokers may be required to deliver margin deposits to us for a portion of the increase. During the six months ended June 29, 2014 , margin deposits ranged from $38.5 million to $382.0 million . The average daily amount on deposit with our brokers during the six months ended June 29, 2014 was $190.2 million . As of June 29, 2014 , the net amount on deposit with our brokers was $252.2 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. 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. There have been no significant updates to our critical accounting policies and estimates described in "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Transition Report on Form 10-K for the eight months ended December 29, 2013. 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 forward-looking statements. These risks and uncertainties include, but are not limited to, the availability and prices of live hogs, feed ingredients (including corn), raw materials, fuel and supplies, food safety, livestock disease, live hog production costs, product pricing, the competitive environment and related market conditions, risks associated with our indebtedness, including cost increases due to rising interest rates or changes in debt ratings or outlook, hedging risk, adverse weather conditions, operating efficiencies, changes in foreign currency exchange rates, access to capital, the cost of compliance with and changes to regulations and laws, including changes in accounting standards, tax laws, environmental laws, agricultural laws and occupational, health and safety laws, adverse results from litigation, actions of domestic and foreign governments, labor relations issues, credit exposure to large customers, the ability to realize the anticipated strategic benefits of the acquisition of Smithfield Foods, Inc. by WH Group, the ability to make effective acquisitions and successfully integrate newly acquired businesses into existing operations and other risks and uncertainties described under Part I, Item 1A. "Risk Factors" in Smithfield's Transition Report on Form 10-K for the eight months ended December 29, 2013. 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. 30