|
x
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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¨
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Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Mississippi
|
64-0615843
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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|
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127 Flynt Road
Laurel, Mississippi
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39443
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(Address of principal executive offices)
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(Zip Code)
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Title of each Class:
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Name of exchange on which registered:
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Common stock, $1.00 par value per share
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The NASDAQ Stock Market LLC
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Large accelerated filer
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x
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Accelerated filer
|
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¨
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|
|
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Non-accelerated filer
|
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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||
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
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||
Item 4A.
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||
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||
Item 5.
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||
Item 6.
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||
Item 7.
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||
Item 7A.
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||
Item 8.
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||
Item 9.
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||
Item 9A.
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||
Item 9B.
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||
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||
Item 10.
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||
Item 11.
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||
Item 12.
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||
Item 13.
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||
Item 14.
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||
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Item 15.
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||
Item 1.
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Business
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|
Fiscal Year Ended October 31,
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|||||||||||||
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2010
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2011
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2012
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2013
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2014
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|||||
Registrant processed chicken:
|
|
|
|
|
|
|
|
|
|
|||||
Value added:
|
|
|
|
|
|
|
|
|
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|||||
Chill pack
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28.5
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%
|
|
32.5
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%
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33.1
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%
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34.4
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%
|
|
36.0
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%
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Fresh bulk pack
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54.5
|
|
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48.5
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|
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49.0
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|
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50.5
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|
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48.3
|
|
Frozen
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9.8
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|
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12.4
|
|
|
13.1
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|
|
10.5
|
|
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9.2
|
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Subtotal
|
92.8
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|
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93.4
|
|
|
95.2
|
|
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95.4
|
|
|
93.5
|
|
Non-value added:
|
|
|
|
|
|
|
|
|
|
|||||
Ice pack
|
0.8
|
|
|
1.2
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|
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1.2
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|
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1.0
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|
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0.9
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Subtotal
|
0.8
|
|
|
1.2
|
|
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1.2
|
|
|
1.0
|
|
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0.9
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Total Company processed chicken
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93.6
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|
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94.6
|
|
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96.4
|
|
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96.4
|
|
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94.4
|
|
Prepared chicken
|
6.4
|
|
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5.4
|
|
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3.6
|
|
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3.6
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|
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5.6
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Total
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100.0
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%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
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Plant Location
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Market Segment
|
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Capacity Per Week
|
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Industry Bird Size
|
||
Laurel, Mississippi
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Big Bird Deboning
|
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625,000
|
|
|
8.55
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Hazlehurst, Mississippi
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Big Bird Deboning
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625,000
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8.55
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Hammond, Louisiana
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Big Bird Deboning
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625,000
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|
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8.55
|
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Collins, Mississippi
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Big Bird Deboning
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1,250,000
|
|
|
8.55
|
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Waco, Texas
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Big Bird Deboning
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1,250,000
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8.55
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McComb, Mississippi
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Chill Pack Retail
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1,250,000
|
|
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6.32
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Bryan, Texas
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Chill Pack Retail
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1,250,000
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6.32
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Moultrie, Georgia
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Chill Pack Retail
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1,250,000
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6.32
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Kinston, North Carolina
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Chill Pack Retail
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1,250,000
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|
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6.32
|
|
Item 1A.
|
Risk Factors
|
•
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price;
|
•
|
product quality;
|
•
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brand identification;
|
•
|
breadth of product line and
|
•
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customer service.
|
•
|
market cyclicality and fluctuations in the price of feed grains and chicken products, as described above;
|
•
|
quarterly variations in our operating results, or results that vary from the expectations of securities analysts and investors;
|
•
|
changes in investor perceptions of the poultry industry in general, including our competitors; and
|
•
|
general economic and competitive conditions.
|
•
|
identify and enter into contracts with a sufficient number of growers for the new complex;
|
•
|
complete construction on time; and
|
•
|
train our workforce.
|
Item 1B.
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Unresolved Staff Comments
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Item 2.
|
Properties
|
Use
|
Location (City, State)
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Poultry processing plant, hatchery and feedmill
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Laurel, Mississippi
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Poultry processing plant, hatchery and feedmill
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McComb, Mississippi
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Poultry processing plant, hatchery and feedmill
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Hazlehurst and Gallman, Mississippi
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Poultry processing plant, hatchery and feedmill
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Bryan and Robertson Counties, Texas
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Poultry processing plant, hatchery and feedmill
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Moultrie and Adel, Georgia
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Poultry processing plant, hatchery and feedmill
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Kinston and Lenoir County, North Carolina
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Poultry processing plant, hatchery and feedmill
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Palestine and Freestone County, Texas
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Poultry processing plant and hatchery
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Waco, Texas
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Poultry processing plant
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Hammond, Louisiana
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Poultry processing plant, hatchery, child care facility and feedmill
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Collins, Mississippi
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Prepared chicken plant
|
Flowood, Mississippi
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Corporate general offices and technical laboratory
|
Laurel, Mississippi
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Item 3.
|
Legal Proceedings
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Item 4.
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Mine Safety Disclosures
|
Name
|
Age
|
|
Office
|
|
Executive
Officer Since
|
|
Joe F. Sanderson, Jr.
|
67
|
|
Chairman of the Board of Directors and Chief Executive Officer
|
|
1984
|
(1)
|
Lampkin Butts
|
63
|
|
President and Chief Operating Officer, Director
|
|
1996
|
(2)
|
Mike Cockrell
|
57
|
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Treasurer and Chief Financial Officer, Director
|
|
1993
|
(3)
|
Tim Rigney
|
50
|
|
Secretary and Chief Accounting Officer
|
|
2012
|
(4)
|
(1)
|
Joe F. Sanderson, Jr. has served as Chief Executive Officer of the Registrant since November 1, 1989, and as Chairman of the Board since January 8, 1998. Mr. Sanderson served as President from November 1, 1989, to October 21, 2004. From January 1984 to November 1989, Mr. Sanderson served as Vice-President, Processing and Marketing of the Registrant.
|
(2)
|
Lampkin Butts was elected President and Chief Operating Officer of the Registrant effective October 21, 2004. From November 1, 1996, to October 21, 2004, Mr. Butts served as Vice President — Sales and was elected to the Board of Directors on February 19, 1998. Prior to that time, Mr. Butts served the Registrant in various capacities since 1973.
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(3)
|
Mike Cockrell became Treasurer and Chief Financial Officer of the Registrant effective November 1, 1993, and was elected to the Board of Directors on February 19, 1998. Prior to that time, for more than five years, Mr. Cockrell was a member and shareholder of the Jackson, Mississippi law firm of Wise Carter Child & Caraway, Professional Association.
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(4)
|
Tim Rigney became Secretary of the Registrant effective November 1, 2012. Mr. Rigney also began service as Chief Accounting Officer on that date. Prior to that time, Mr. Rigney served the Registrant in various capacities since 1990.
|
Item 5.
|
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
|
Stock Price
|
||||||||||
Fiscal Year 2014
|
High
|
|
Low
|
|
Dividends
|
||||||
First Quarter
|
$
|
76.48
|
|
|
$
|
65.37
|
|
|
$
|
0.20
|
|
Second Quarter
|
$
|
83.17
|
|
|
$
|
70.55
|
|
|
$
|
0.20
|
|
Third Quarter
|
$
|
102.59
|
|
|
$
|
80.77
|
|
|
$
|
0.20
|
|
Fourth Quarter
|
$
|
96.42
|
|
|
$
|
77.89
|
|
|
$
|
0.72
|
|
|
Stock Price
|
||||||||||
Fiscal Year 2013
|
High
|
|
Low
|
|
Dividends
|
||||||
First Quarter
|
$
|
50.65
|
|
|
$
|
45.38
|
|
|
$
|
0.17
|
|
Second Quarter
|
$
|
61.26
|
|
|
$
|
50.32
|
|
|
$
|
0.17
|
|
Third Quarter
|
$
|
72.79
|
|
|
$
|
60.69
|
|
|
$
|
0.17
|
|
Fourth Quarter
|
$
|
75.07
|
|
|
$
|
60.62
|
|
|
$
|
0.20
|
|
Period
|
(a) Total Number
of Shares
Purchased
1
|
|
(b) Average Price
Paid per Share
|
|
(c) Total Number
of Shares
Purchased as Part
of Publicly
Announced Plans
or Programs
2
|
|
(d) Maximum
Number (or
Approximate
Dollar Value) of
Shares that May
Yet Be Purchased
Under the Plans or
Programs
3
|
|||||
Aug. 1 - Aug. 31, 2014
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
1,000,000
|
|
Sep. 1 - Sep. 30, 2014
|
1,375
|
|
|
$
|
87.95
|
|
|
1,375
|
|
|
1,000,000
|
|
Oct. 1 - Oct. 31, 2014
|
43,610
|
|
|
$
|
83.98
|
|
|
43,610
|
|
|
1,000,000
|
|
Total
|
44,985
|
|
|
$
|
84.10
|
|
|
44,985
|
|
|
1,000,000
|
|
1
|
All purchases were made pursuant to the Company’s Stock Incentive Plan adopted February 17, 2011, under which participants may satisfy tax withholding obligations incurred upon the vesting of restricted stock by requesting the Company to withhold shares with a value equal to the amount of the withholding obligation.
|
2
|
On February 24, 2014, the Company's Board of Directors approved a share repurchase program under which the Company may purchase up to one million shares of its common stock in open market transactions or negotiated purchases, subject to market conditions, share price and other considerations. The authorization will expire on February 24, 2017. Unlike the Company's previous share repurchase programs, the Company's repurchase of vested restricted stock to satisfy tax withholding obligations of its Stock Incentive Plan participants will not be made under the 2014 general repurchase plan.
|
3
|
Does not include vested restricted shares that may yet be repurchased under the Stock Incentive Plan as described in Note 1.
|
|
Year Ended October 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||
Net sales
|
$
|
2,774,845
|
|
|
$
|
2,682,980
|
|
|
$
|
2,386,105
|
|
|
$
|
1,978,085
|
|
|
$
|
1,925,445
|
|
Operating income (loss)
|
381,922
|
|
|
205,678
|
|
|
96,316
|
|
|
(188,380
|
)
|
|
209,841
|
|
|||||
Net income (loss)
|
249,048
|
|
|
130,617
|
|
|
53,944
|
|
|
(127,077
|
)
|
|
134,820
|
|
|||||
Basic earnings (loss) per share
|
10.80
|
|
|
5.68
|
|
|
2.35
|
|
|
(5.74
|
)
|
|
6.07
|
|
|||||
Diluted earnings (loss) per share
|
10.80
|
|
|
5.68
|
|
|
2.35
|
|
|
(5.74
|
)
|
|
6.07
|
|
|||||
Working capital
|
363,071
|
|
|
269,200
|
|
|
262,193
|
|
|
324,296
|
|
|
238,166
|
|
|||||
Total assets
|
1,111,252
|
|
|
924,645
|
|
|
896,453
|
|
|
948,521
|
|
|
841,620
|
|
|||||
Long-term debt, less current maturities
|
10,000
|
|
|
29,414
|
|
|
150,212
|
|
|
273,670
|
|
|
62,075
|
|
|||||
Stockholders’ equity
|
897,948
|
|
|
671,599
|
|
|
550,075
|
|
|
506,900
|
|
|
645,713
|
|
|||||
Cash dividends declared per share
|
$
|
1.32
|
|
|
$
|
0.71
|
|
|
$
|
0.68
|
|
|
$
|
0.68
|
|
|
$
|
0.62
|
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
|
1st
Quarter
|
|
2nd
Quarter
|
|
3rd
Quarter
|
|
4th
Quarter
|
|
||||||||
Fiscal 2014
|
|
|
|
|
|
|
|
|
||||||||
High
|
$
|
1.0450
|
|
|
$
|
1.0825
|
|
|
$
|
1.1275
|
|
|
$
|
1.1400
|
|
*
|
Low
|
$
|
1.0425
|
|
*
|
$
|
1.0450
|
|
|
$
|
1.0850
|
|
|
$
|
1.1275
|
|
|
Fiscal 2013
|
|
|
|
|
|
|
|
|
||||||||
High
|
$
|
0.9975
|
|
|
$
|
1.0300
|
|
|
$
|
1.0650
|
|
*
|
$
|
1.0650
|
|
*
|
Low
|
$
|
0.9625
|
|
*
|
$
|
0.9975
|
|
|
$
|
1.0325
|
|
|
$
|
1.0475
|
|
|
Fiscal 2012
|
|
|
|
|
|
|
|
|
||||||||
High
|
$
|
0.9075
|
|
|
$
|
0.9325
|
|
|
$
|
0.9475
|
|
|
$
|
0.9625
|
|
*
|
Low
|
$
|
0.8900
|
|
*
|
$
|
0.9075
|
|
|
$
|
0.9325
|
|
|
$
|
0.9475
|
|
|
*
|
Year High/Low
|
|
Year Ended
October 31, 2014
|
|
Year Ended
October 31, 2013
|
|
Incr/(Decr)
|
||||||||||||||||||
Description
|
Dollars
|
|
Per Pnd
|
|
Dollars
|
|
Per Pnd
|
|
Dollars
|
|
Per Pnd
|
||||||||||||
Beginning Inventory
|
$
|
32,139
|
|
|
$
|
0.4736
|
|
|
$
|
32,196
|
|
|
$
|
0.5052
|
|
|
$
|
(57
|
)
|
|
$
|
(0.0316
|
)
|
Feed in broilers processed
|
1,020,770
|
|
|
0.3338
|
|
|
1,237,680
|
|
|
0.4070
|
|
|
(216,910
|
)
|
|
(0.0732
|
)
|
||||||
All other cost of sales
|
1,078,140
|
|
|
0.3526
|
|
|
1,047,681
|
|
|
0.3446
|
|
|
30,459
|
|
|
0.0080
|
|
||||||
Less: Ending Inventory
|
24,426
|
|
|
0.3983
|
|
|
32,139
|
|
|
0.4736
|
|
|
(7,713
|
)
|
|
(0.0753
|
)
|
||||||
Total poultry cost of sales
|
$
|
2,106,623
|
|
|
$
|
0.6917
|
|
|
$
|
2,285,418
|
|
|
$
|
0.7540
|
|
|
$
|
(178,795
|
)
|
|
$
|
(0.0623
|
)
|
Pounds:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning Inventory
|
67,859
|
|
|
|
|
63,729
|
|
|
|
|
|
|
|
||||||||||
Poultry processed
|
3,057,635
|
|
|
|
|
3,040,647
|
|
|
|
|
|
|
|
||||||||||
Poultry Sold
|
3,045,482
|
|
|
|
|
3,031,091
|
|
|
|
|
|
|
|
||||||||||
Ending Inventory
|
61,333
|
|
|
|
|
67,859
|
|
|
|
|
|
|
|
Description
|
Year Ended
October 31, 2014
|
|
Year Ended
October 31, 2013
|
||||
Administrative salaries
|
$
|
26,467
|
|
|
$
|
24,950
|
|
ESOP expense
|
15,000
|
|
|
8,400
|
|
||
Stock compensation expense
|
12,102
|
|
|
7,776
|
|
||
Bonus award program expense
|
11,886
|
|
|
8,248
|
|
||
Trainee expense
|
9,812
|
|
|
5,897
|
|
||
Marketing expense
|
7,788
|
|
|
1,007
|
|
||
Start-up expense
|
5,686
|
|
|
4
|
|
||
Sanderson Farms Championship expense
|
5,080
|
|
|
2,333
|
|
||
Amortization of Loan Closing Costs
|
856
|
|
|
1,018
|
|
||
Nash County, North Carolina expense
|
—
|
|
|
1,795
|
|
||
Uncollectible accounts
|
29
|
|
|
415
|
|
||
All other S, G & A
|
44,319
|
|
|
38,404
|
|
||
Total S, G & A
|
$
|
139,025
|
|
|
$
|
100,247
|
|
|
Year Ended
October 31, 2013
|
|
Year Ended
October 31, 2012
|
|
Incr/(Decr)
|
||||||||||||||||||
Description
|
Dollars
|
|
Per Pnd
|
|
Dollars
|
|
Per Pnd
|
|
Dollars
|
|
Per Pnd
|
||||||||||||
Beginning Inventory
|
$
|
32,196
|
|
|
$
|
0.5052
|
|
|
$
|
27,892
|
|
|
$
|
0.5117
|
|
|
$
|
4,304
|
|
|
$
|
(0.0065
|
)
|
Feed in broilers processed
|
1,237,680
|
|
|
0.4070
|
|
|
1,139,994
|
|
|
0.3853
|
|
|
97,686
|
|
|
0.0217
|
|
||||||
All other cost of sales
|
1,047,681
|
|
|
0.3446
|
|
|
1,001,692
|
|
|
0.3385
|
|
|
45,989
|
|
|
0.0061
|
|
||||||
Less: Ending Inventory
|
32,139
|
|
|
0.4658
|
|
|
32,196
|
|
|
0.5052
|
|
|
(57
|
)
|
|
(0.0394
|
)
|
||||||
Total poultry cost of sales
|
$
|
2,285,418
|
|
|
$
|
0.7540
|
|
|
$
|
2,137,382
|
|
(1)
|
$
|
0.7241
|
|
|
$
|
148,036
|
|
|
$
|
0.0299
|
|
Pounds:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning Inventory
|
63,729
|
|
|
|
|
54,508
|
|
|
|
|
|
|
|
||||||||||
Poultry processed
|
3,040,647
|
|
|
|
|
2,958,885
|
|
|
|
|
|
|
|
||||||||||
Poultry Sold
|
3,031,091
|
|
|
|
|
2,951,807
|
|
|
|
|
|
|
|
||||||||||
Ending Inventory
|
67,859
|
|
|
|
|
63,729
|
|
|
|
|
|
|
|
Description
|
Year Ended
October 31, 2013
|
|
Year Ended
October 31, 2012
|
||||
Administrative salaries
|
$
|
24,950
|
|
|
$
|
24,227
|
|
ESOP expense
|
8,400
|
|
|
3,800
|
|
||
Stock compensation expense
|
7,776
|
|
|
4,785
|
|
||
Bonus award program expense
|
8,248
|
|
|
26
|
|
||
Trainee expense
|
5,897
|
|
|
4,201
|
|
||
Amortization of Loan Closing Costs
|
1,018
|
|
|
576
|
|
||
Sanderson Farms Championship expense
|
2,333
|
|
|
—
|
|
||
Nash County, North Carolina expense
|
1,795
|
|
|
—
|
|
||
Marketing expense
|
1,007
|
|
|
1,268
|
|
||
Uncollectible accounts
|
415
|
|
|
412
|
|
||
All other S, G & A
|
38,408
|
|
|
37,802
|
|
||
Total S, G & A
|
$
|
100,247
|
|
|
$
|
77,097
|
|
|
Payments Due By Period
|
||||||||||||||||||
Contractual Obligations
|
Total
|
|
Less than
1 Year
|
|
1-3
Years
|
|
3-5
Years
|
|
More than
5 Years
|
||||||||||
Long-term debt
|
$
|
20,000
|
|
|
$
|
10,000
|
|
|
$
|
10,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest on long-term debt
|
1,224
|
|
|
918
|
|
|
306
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases
|
20,410
|
|
|
7,668
|
|
|
9,012
|
|
|
3,730
|
|
|
—
|
|
|||||
Purchase obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Feed grains, feed ingredients and packaging supplies
|
72,444
|
|
|
68,640
|
|
|
3,804
|
|
|
—
|
|
|
—
|
|
|||||
Construction contracts
|
39,651
|
|
|
39,651
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Claims payable
|
16,047
|
|
|
6,047
|
|
|
10,000
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
169,776
|
|
|
$
|
132,924
|
|
|
$
|
33,122
|
|
|
$
|
3,730
|
|
|
$
|
—
|
|
Item 7A.
|
Quantitative and Qualitative Disclosure About Market Risk.
|
•
|
Current market prices;
|
•
|
Current and predicted weather patterns in the United States, South America, China and other grain producing areas, as such weather patterns might affect the planting, growing, harvesting and yield of feed grains;
|
•
|
The expected size of the harvest of feed grains in the United States and other grain producing areas of the world as reported by governmental and private sources;
|
•
|
Current and expected changes to the agricultural policies of the United States and foreign governments;
|
•
|
The relative strength of United States currency and expected changes therein as it might impact the ability of foreign countries to buy United States feed grain commodities;
|
•
|
The current and expected volumes of export of feed grain commodities as reported by governmental and private sources;
|
•
|
The current and expected use of available feed grains for uses other than as livestock feed grains (such as the use of corn for the production of ethanol, which use is impacted by the price of crude oil); and
|
•
|
Current and expected market prices for the Company’s poultry products.
|
Feed Ingredient
|
Quantity Purchased
during Fiscal 2014
|
|
Hypothetical Price
Change
|
|
Impact on Cash
Outlay
|
|
Ultimate Impact on
Feed Cost per
Pound of broilers
Processed
|
Corn
|
88.1 million bushels
|
|
$1.00 per bushel
|
|
$88.1 million
|
|
$0.0288/lb processed
|
Soybean meal
|
768,198 tons
|
|
$10.00 per ton
|
|
$7.7 million
|
|
$0.0025/lb processed
|
Item 8.
|
Financial Statements and Supplementary Data.
|
/s/ Ernst & Young LLP
|
|
October 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(In thousands,
except share data)
|
||||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
165,610
|
|
|
$
|
85,563
|
|
Accounts receivable, less allowance of $2,200 in 2014 and $2,200 in 2013
|
118,296
|
|
|
108,980
|
|
||
Inventories
|
190,823
|
|
|
205,855
|
|
||
Deferred income taxes
|
2,925
|
|
|
478
|
|
||
Prepaid expenses
|
33,052
|
|
|
29,867
|
|
||
Total current assets
|
510,706
|
|
|
430,743
|
|
||
Property, plant and equipment:
|
|
|
|
||||
Land and buildings
|
550,797
|
|
|
437,864
|
|
||
Machinery and equipment
|
634,297
|
|
|
597,180
|
|
||
|
1,185,094
|
|
|
1,035,044
|
|
||
Accumulated depreciation
|
(588,969
|
)
|
|
(546,578
|
)
|
||
|
596,125
|
|
|
488,466
|
|
||
Other assets
|
4,421
|
|
|
5,436
|
|
||
Total assets
|
$
|
1,111,252
|
|
|
$
|
924,645
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
48,700
|
|
|
$
|
81,418
|
|
Accrued expenses
|
67,446
|
|
|
58,271
|
|
||
Accrued income taxes
|
21,489
|
|
|
11,055
|
|
||
Current maturities of long-term debt
|
10,000
|
|
|
10,799
|
|
||
Total current liabilities
|
147,635
|
|
|
161,543
|
|
||
Long-term debt, less current maturities
|
10,000
|
|
|
29,414
|
|
||
Claims payable
|
10,000
|
|
|
9,000
|
|
||
Deferred income taxes
|
45,669
|
|
|
53,089
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred Stock:
|
|
|
|
||||
Series A Junior Participating Preferred Stock, $100 par value: authorized shares-500,000; none issued - Par value to be determined by the Board of Directors: authorized shares-4,500,000; none issued
|
|
|
|
||||
Common Stock, $1 par value: authorized shares-100,000,000; issued and outstanding shares- 23,130,503 in 2014 and 23,016,241 in 2013
|
23,130
|
|
|
23,016
|
|
||
Paid-in capital
|
150,122
|
|
|
142,482
|
|
||
Retained earnings
|
724,696
|
|
|
506,101
|
|
||
Total stockholders’ equity
|
897,948
|
|
|
671,599
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,111,252
|
|
|
$
|
924,645
|
|
|
Years ended October 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Net sales
|
$
|
2,774,845
|
|
|
$
|
2,682,980
|
|
|
$
|
2,386,105
|
|
Cost and expenses:
|
|
|
|
|
|
||||||
Cost of sales
|
2,253,898
|
|
|
2,377,055
|
|
|
2,212,692
|
|
|||
Selling, general and administrative
|
139,025
|
|
|
100,247
|
|
|
77,097
|
|
|||
|
2,392,923
|
|
|
2,477,302
|
|
|
2,289,789
|
|
|||
Operating income
|
381,922
|
|
|
205,678
|
|
|
96,316
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest income
|
60
|
|
|
27
|
|
|
17
|
|
|||
Interest expense
|
(2,577
|
)
|
|
(6,136
|
)
|
|
(9,201
|
)
|
|||
Other
|
61
|
|
|
544
|
|
|
(560
|
)
|
|||
|
(2,456
|
)
|
|
(5,565
|
)
|
|
(9,744
|
)
|
|||
Income before income taxes
|
379,466
|
|
|
200,113
|
|
|
86,572
|
|
|||
Income tax expense
|
130,418
|
|
|
69,496
|
|
|
32,628
|
|
|||
Net income
|
$
|
249,048
|
|
|
$
|
130,617
|
|
|
$
|
53,944
|
|
Earnings per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
10.80
|
|
|
$
|
5.68
|
|
|
$
|
2.35
|
|
Diluted
|
$
|
10.80
|
|
|
$
|
5.68
|
|
|
$
|
2.35
|
|
Dividends per share
|
$
|
1.32
|
|
|
$
|
0.71
|
|
|
$
|
0.68
|
|
|
Common Stock
|
|
Paid-In
Capital
|
|
Retained
Earnings
|
|
Total
Stockholders’
Equity
|
|||||||||||
|
Shares
|
|
Amount
|
|
|
|
||||||||||||
|
(In thousands, except shares and per share amounts)
|
|||||||||||||||||
Balance at October 31, 2011
|
22,871,588
|
|
|
$
|
22,872
|
|
|
$
|
130,528
|
|
|
$
|
353,500
|
|
|
$
|
506,900
|
|
Net income for year
|
—
|
|
|
—
|
|
|
—
|
|
|
53,944
|
|
|
53,944
|
|
||||
Cash dividends ($.68 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,621
|
)
|
|
(15,621
|
)
|
||||
Issuance of stock under stock compensation plans
|
97,244
|
|
|
97
|
|
|
(26
|
)
|
|
—
|
|
|
71
|
|
||||
Amortization of unearned compensation
|
—
|
|
|
—
|
|
|
4,781
|
|
|
—
|
|
|
4,781
|
|
||||
Balance at October 31, 2012
|
22,968,832
|
|
|
$
|
22,969
|
|
|
$
|
135,283
|
|
|
$
|
391,823
|
|
|
$
|
550,075
|
|
Net income for year
|
—
|
|
|
—
|
|
|
—
|
|
|
130,617
|
|
|
130,617
|
|
||||
Cash dividends ($.71 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,339
|
)
|
|
(16,339
|
)
|
||||
Issuance of stock under stock compensation plans
|
47,409
|
|
|
47
|
|
|
(912
|
)
|
|
—
|
|
|
(865
|
)
|
||||
Amortization of unearned compensation
|
—
|
|
|
—
|
|
|
8,111
|
|
|
—
|
|
|
8,111
|
|
||||
Balance at October 31, 2013
|
23,016,241
|
|
|
$
|
23,016
|
|
|
$
|
142,482
|
|
|
$
|
506,101
|
|
|
$
|
671,599
|
|
Net income for year
|
—
|
|
|
—
|
|
|
—
|
|
|
249,048
|
|
|
249,048
|
|
||||
Cash dividends ($1.32 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,453
|
)
|
|
(30,453
|
)
|
||||
Issuance of stock under stock compensation plans
|
114,262
|
|
|
114
|
|
|
(4,756
|
)
|
|
—
|
|
|
(4,642
|
)
|
||||
Amortization of unearned compensation
|
—
|
|
|
—
|
|
|
12,396
|
|
|
—
|
|
|
12,396
|
|
||||
Balance at October 31, 2014
|
23,130,503
|
|
|
$
|
23,130
|
|
|
$
|
150,122
|
|
|
$
|
724,696
|
|
|
$
|
897,948
|
|
|
Years ended October 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In thousands)
|
||||||||||
Operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
249,048
|
|
|
$
|
130,617
|
|
|
$
|
53,944
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
64,309
|
|
|
62,225
|
|
|
59,979
|
|
|||
Amortization of unearned compensation
|
12,396
|
|
|
8,111
|
|
|
4,781
|
|
|||
Live inventory adjustment
|
—
|
|
|
—
|
|
|
(9,000
|
)
|
|||
Provision for losses on accounts receivable
|
—
|
|
|
415
|
|
|
412
|
|
|||
Deferred income taxes
|
(9,867
|
)
|
|
(16
|
)
|
|
7,995
|
|
|||
Change in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(9,316
|
)
|
|
(11,373
|
)
|
|
(4,413
|
)
|
|||
Inventories
|
15,032
|
|
|
30,057
|
|
|
(15,159
|
)
|
|||
Income taxes
|
10,434
|
|
|
4,467
|
|
|
84,045
|
|
|||
Prepaid expenses and other assets
|
(3,026
|
)
|
|
(2,546
|
)
|
|
354
|
|
|||
Accounts payable
|
(32,718
|
)
|
|
(1,337
|
)
|
|
15,994
|
|
|||
Accrued expenses and claims payable
|
10,175
|
|
|
32,244
|
|
|
6,987
|
|
|||
Total adjustments
|
57,419
|
|
|
122,247
|
|
|
151,975
|
|
|||
Net cash provided by operating activities
|
306,467
|
|
|
252,864
|
|
|
205,919
|
|
|||
Investing activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(171,626
|
)
|
|
(54,529
|
)
|
|
(49,249
|
)
|
|||
Net proceeds from sale of property and equipment
|
514
|
|
|
169
|
|
|
39
|
|
|||
Net cash used in investing activities
|
(171,112
|
)
|
|
(54,360
|
)
|
|
(49,210
|
)
|
|||
Financing activities
|
|
|
|
|
|
||||||
Borrowings from revolving line of credit
|
—
|
|
|
15,000
|
|
|
45,000
|
|
|||
Payments on revolving line of credit
|
—
|
|
|
(125,000
|
)
|
|
(157,701
|
)
|
|||
Principal payments on long-term debt
|
(10,000
|
)
|
|
(10,000
|
)
|
|
(10,000
|
)
|
|||
Principal payments on capital lease obligations
|
(10,213
|
)
|
|
(756
|
)
|
|
(1,106
|
)
|
|||
Payments for debt issuance costs
|
—
|
|
|
(2,783
|
)
|
|
(625
|
)
|
|||
Dividends paid
|
(30,453
|
)
|
|
(16,339
|
)
|
|
(15,621
|
)
|
|||
Tax benefit from stock incentive plans
|
1,016
|
|
|
145
|
|
|
706
|
|
|||
Proceeds from issuance of restricted stock under stock compensation plans
|
901
|
|
|
827
|
|
|
758
|
|
|||
Payments from issuance of common stock under stock compensation plans
|
(6,559
|
)
|
|
(1,837
|
)
|
|
(1,393
|
)
|
|||
Net cash used in financing activities
|
(55,308
|
)
|
|
(140,743
|
)
|
|
(139,982
|
)
|
|||
Net change in cash and cash equivalents
|
80,047
|
|
|
57,761
|
|
|
16,727
|
|
|||
Cash and cash equivalents at beginning of year
|
85,563
|
|
|
27,802
|
|
|
11,075
|
|
|||
Cash and cash equivalents at end of year
|
$
|
165,610
|
|
|
$
|
85,563
|
|
|
$
|
27,802
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Income taxes paid (refunded) net
|
$
|
130,023
|
|
|
$
|
54,969
|
|
|
$
|
(60,142
|
)
|
Interest paid
|
$
|
3,548
|
|
|
$
|
6,489
|
|
|
$
|
9,433
|
|
Product
Category
|
Description
|
|
Fiscal Year 2014
|
|
Fiscal Year 2013
|
|
Fiscal Year 2012
|
||||||
Fresh Ice Packed Chicken
|
Gross Sales
|
|
$
|
336.7
|
|
|
$
|
367.4
|
|
|
$
|
308.4
|
|
Commissions
|
|
(3.7
|
)
|
|
(4.1
|
)
|
|
(4.3
|
)
|
||||
Sales and Customer Allowances
|
|
(11.2
|
)
|
|
(11.2
|
)
|
|
(9.8
|
)
|
||||
Other
(1)
|
|
(8.5
|
)
|
|
(9.8
|
)
|
|
(6.9
|
)
|
||||
Net Sales
|
|
313.3
|
|
|
342.3
|
|
|
287.4
|
|
||||
Chill Pack Chicken
|
Gross Sales
|
|
1,025.3
|
|
|
955.0
|
|
|
821.3
|
|
|||
Commissions
|
|
(5.5
|
)
|
|
(6.5
|
)
|
|
(6.8
|
)
|
||||
Sales and Customer Allowances
|
|
(8.7
|
)
|
|
(9.5
|
)
|
|
(10.2
|
)
|
||||
Other
(1)
|
|
(5.4
|
)
|
|
(6.3
|
)
|
|
(5.2
|
)
|
||||
Net Sales
|
|
1,005.7
|
|
|
932.7
|
|
|
799.1
|
|
||||
Frozen Chicken
|
Gross Sales
|
|
257.9
|
|
|
282.0
|
|
|
314.1
|
|
|||
Commissions
|
|
(0.3
|
)
|
|
(0.2
|
)
|
|
(0.1
|
)
|
||||
Sales and Customer Allowances
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
||||
Other
(1)
|
|
(1.9
|
)
|
|
(0.8
|
)
|
|
(0.8
|
)
|
||||
Net Sales
|
|
255.7
|
|
|
281.0
|
|
|
312.9
|
|
||||
Fresh Vacuum Sealed Chicken
|
Gross Sales
|
|
1,026.8
|
|
|
1,009.6
|
|
|
875.7
|
|
|||
Commissions
|
|
(1.8
|
)
|
|
(1.8
|
)
|
|
(1.9
|
)
|
||||
Sales and Customer Allowances
|
|
(9.1
|
)
|
|
(8.3
|
)
|
|
(6.4
|
)
|
||||
Other
(1)
|
|
(6.7
|
)
|
|
(7.5
|
)
|
|
(5.1
|
)
|
||||
Net Sales
|
|
1,009.2
|
|
|
992.0
|
|
|
862.3
|
|
||||
Partially Cooked Chicken
|
Gross Sales
|
|
155.7
|
|
|
98.3
|
|
|
90.4
|
|
|||
Commissions
|
|
(0.7
|
)
|
|
(0.8
|
)
|
|
(0.8
|
)
|
||||
Sales and Customer Allowances
|
|
(0.5
|
)
|
|
(0.4
|
)
|
|
(0.4
|
)
|
||||
Other
(1)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.1
|
)
|
||||
Net Sales
|
|
154.3
|
|
|
96.9
|
|
|
89.1
|
|
||||
Mechanically Deboned Chicken
|
Gross Sales
|
|
36.6
|
|
|
38.1
|
|
|
35.3
|
|
|||
Commissions
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Sales and Customer Allowances
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net Sales
|
|
36.6
|
|
|
38.1
|
|
|
35.3
|
|
||||
Totals
|
Gross Sales
|
|
2,839.0
|
|
|
2,750.4
|
|
|
2,445.2
|
|
|||
Commissions
|
|
(12.0
|
)
|
|
(13.4
|
)
|
|
(13.9
|
)
|
||||
Sales and Customer Allowances
|
|
(29.5
|
)
|
|
(29.4
|
)
|
|
(27.1
|
)
|
||||
Other
(1)
|
|
(22.7
|
)
|
|
(24.6
|
)
|
|
(18.1
|
)
|
||||
Net Sales
|
|
$
|
2,774.8
|
|
|
$
|
2,683.0
|
|
|
$
|
2,386.1
|
|
(1)
|
Other deductions include short weights, credit memos, rebates and other items, none of which, individually, is material.
|
|
October 31, 2014
|
|
October 31, 2013
|
||||||||||||
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
Total Debt (In millions)
|
$
|
21.1
|
|
|
$
|
20.0
|
|
|
$
|
42.9
|
|
|
$
|
40.2
|
|
|
October 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(In thousands)
|
||||||
Live poultry-broilers and breeders
|
$
|
122,181
|
|
|
$
|
124,260
|
|
Feed, eggs and other
|
26,221
|
|
|
34,949
|
|
||
Processed poultry
|
24,426
|
|
|
32,139
|
|
||
Prepared chicken
|
10,392
|
|
|
6,483
|
|
||
Packaging materials
|
7,603
|
|
|
8,024
|
|
||
|
$
|
190,823
|
|
|
$
|
205,855
|
|
|
October 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(In thousands)
|
||||||
Parts and supplies
|
$
|
18,307
|
|
|
$
|
16,880
|
|
Prepaid insurance
|
9,397
|
|
|
9,450
|
|
||
Other prepaid expenses
|
5,348
|
|
|
3,537
|
|
||
|
$
|
33,052
|
|
|
$
|
29,867
|
|
|
October 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(In thousands)
|
||||||
Accrued bonuses
|
$
|
26,264
|
|
|
$
|
21,574
|
|
Workers’ compensation claims
|
6,047
|
|
|
5,531
|
|
||
Accrued wages
|
5,686
|
|
|
9,708
|
|
||
Accrued rebates
|
5,744
|
|
|
6,618
|
|
||
Accrued vacation
|
5,380
|
|
|
5,174
|
|
||
Accrued property taxes
|
5,491
|
|
|
4,484
|
|
||
Accrued commissions
|
1,365
|
|
|
1,464
|
|
||
Accrued payroll taxes
|
6,561
|
|
|
842
|
|
||
Post-retirement benefit
|
1,195
|
|
|
1,244
|
|
||
Deferred revenue
|
300
|
|
|
400
|
|
||
Other accrued expenses
|
3,413
|
|
|
1,232
|
|
||
|
$
|
67,446
|
|
|
$
|
58,271
|
|
|
October 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(In thousands)
|
||||||
Term loan, accruing interest at 6.12%, maturing in 2016
|
20,000
|
|
|
30,000
|
|
||
Capital lease obligation, imputed interest at 5.53%, original maturity in 2015, Company completed early purchase option in July 2014
|
—
|
|
|
10,213
|
|
||
|
20,000
|
|
|
40,213
|
|
||
Less current maturities of long-term debt and capital leases
|
10,000
|
|
|
10,799
|
|
||
|
$
|
10,000
|
|
|
$
|
29,414
|
|
Level
|
Leverage Ratio
|
|
Spread
|
|
Commitment Fee
|
||
1
|
< 25%
|
|
0.50
|
%
|
|
0.25
|
%
|
2
|
≥ 25% and < 35%
|
|
0.75
|
%
|
|
0.30
|
%
|
3
|
≥ 35% and < 45%
|
|
1.25
|
%
|
|
0.35
|
%
|
4
|
≥ 45% and < 55%
|
|
1.75
|
%
|
|
0.40
|
%
|
5
|
≥ 55%
|
|
2.25
|
%
|
|
0.50
|
%
|
Fiscal Year
|
Amount
|
||
2015
|
$
|
10,000
|
|
2016
|
10,000
|
|
|
|
$
|
20,000
|
|
|
Years Ended October 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In thousands)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
127,519
|
|
|
$
|
63,923
|
|
|
$
|
23,641
|
|
State
|
12,766
|
|
|
5,589
|
|
|
992
|
|
|||
|
140,285
|
|
|
69,512
|
|
|
24,633
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(8,769
|
)
|
|
(1,389
|
)
|
|
6,435
|
|
|||
State
|
577
|
|
|
(5,450
|
)
|
|
(40
|
)
|
|||
Change in valuation allowance
|
(1,675
|
)
|
|
6,823
|
|
|
1,600
|
|
|||
|
(9,867
|
)
|
|
(16
|
)
|
|
7,995
|
|
|||
|
$
|
130,418
|
|
|
$
|
69,496
|
|
|
$
|
32,628
|
|
|
October 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(In thousands)
|
||||||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
$
|
62,912
|
|
|
$
|
69,942
|
|
Prepaid and other assets
|
1,894
|
|
|
1,765
|
|
||
Total deferred tax liabilities
|
64,806
|
|
|
71,707
|
|
||
Deferred tax assets:
|
|
|
|
||||
Accrued expenses and accounts receivable
|
9,903
|
|
|
9,187
|
|
||
Inventory
|
195
|
|
|
85
|
|
||
Compensation on restricted stock
|
9,535
|
|
|
7,514
|
|
||
State income tax credits
|
16,547
|
|
|
18,098
|
|
||
Other
|
1,796
|
|
|
2,310
|
|
||
Valuation allowance
|
(15,914
|
)
|
|
(18,098
|
)
|
||
Total deferred tax assets
|
22,062
|
|
|
19,096
|
|
||
Net deferred tax liabilities
|
$
|
42,744
|
|
|
$
|
52,611
|
|
Current deferred tax assets
|
$
|
(2,925
|
)
|
|
$
|
(478
|
)
|
Long-term deferred tax liabilities
|
45,669
|
|
|
53,089
|
|
||
Net deferred tax liabilities
|
$
|
42,744
|
|
|
$
|
52,611
|
|
|
Years Ended October 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In thousands)
|
||||||||||
Income taxes at statutory rate
|
$
|
132,813
|
|
|
$
|
70,040
|
|
|
$
|
30,300
|
|
State income taxes
|
9,450
|
|
|
4,978
|
|
|
1,967
|
|
|||
State income tax credits
|
(191
|
)
|
|
(7,276
|
)
|
|
(1,908
|
)
|
|||
Federal income tax credits
|
(97
|
)
|
|
(715
|
)
|
|
(130
|
)
|
|||
Federal manufacturers (deduction) recapture
|
(12,636
|
)
|
|
(6,469
|
)
|
|
(2,191
|
)
|
|||
Nondeductible expenses
|
2,909
|
|
|
2,353
|
|
|
3,008
|
|
|||
Other, net
|
(155
|
)
|
|
(238
|
)
|
|
(18
|
)
|
|||
Change in valuation allowance
|
(1,675
|
)
|
|
6,823
|
|
|
1,600
|
|
|||
Income tax expense
|
$
|
130,418
|
|
|
$
|
69,496
|
|
|
$
|
32,628
|
|
|
For the years ended
|
||||||||||
|
October 31, 2014
|
|
October 31, 2013
|
|
October 31, 2012
|
||||||
Net income
|
$
|
249,048
|
|
|
$
|
130,617
|
|
|
$
|
53,944
|
|
Distributed and undistributed (earnings) to unvested restricted stock
|
(6,781
|
)
|
|
(3,704
|
)
|
|
(1,612
|
)
|
|||
Distributed and undistributed earnings to common shareholders — Basic
|
242,267
|
|
|
126,913
|
|
|
52,332
|
|
|||
Weighted average shares outstanding — Basic
|
22,441
|
|
|
22,363
|
|
|
22,280
|
|
|||
Weighted average shares outstanding — Diluted
|
22,441
|
|
|
22,363
|
|
|
22,282
|
|
|||
Earnings per common share — Basic
|
$
|
10.80
|
|
|
$
|
5.68
|
|
|
$
|
2.35
|
|
Earnings per common share — Diluted
|
$
|
10.80
|
|
|
$
|
5.68
|
|
|
$
|
2.35
|
|
|
Number of
Shares
|
|
Weighted
Average Grant
Price
|
|||
Outstanding at October 31, 2011
|
566,513
|
|
|
$
|
42.44
|
|
Granted during fiscal 2012
|
118,175
|
|
|
$
|
48.50
|
|
Vested during 2012
|
(81,819
|
)
|
|
$
|
39.97
|
|
Forfeited during 2012
|
(14,669
|
)
|
|
$
|
43.32
|
|
Outstanding at October 31, 2012
|
588,200
|
|
|
$
|
43.98
|
|
Granted during fiscal 2013
|
78,700
|
|
|
$
|
48.50
|
|
Vested during 2013
|
(87,431
|
)
|
|
$
|
42.26
|
|
Forfeited during 2013
|
(10,844
|
)
|
|
$
|
45.30
|
|
Outstanding at October 31, 2013
|
568,625
|
|
|
$
|
44.85
|
|
Granted during fiscal 2014
|
98,925
|
|
|
$
|
67.26
|
|
Vested during 2014
|
(84,601
|
)
|
|
$
|
40.22
|
|
Forfeited during 2014
|
(16,899
|
)
|
|
$
|
47.20
|
|
Outstanding at October 31, 2014
|
566,050
|
|
|
$
|
49.39
|
|
|
|
For the years ended
|
||||||||||
Date of Performance Share Agreement
|
|
October 31, 2014
|
|
October 31, 2013
|
|
October 31, 2012
|
||||||
November 1, 2011
|
|
$
|
1,543
|
|
|
$
|
3,425
|
|
|
$
|
—
|
|
November 1, 2012
|
|
5,823
|
|
|
—
|
|
|
—
|
|
|||
November 1, 2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total compensation cost
|
|
$
|
7,366
|
|
|
$
|
3,425
|
|
|
$
|
—
|
|
|
Shares
|
|
Weighted-Average
Exercise Price
|
|||
Outstanding at October 31, 2010
|
7,501
|
|
|
$
|
12.37
|
|
Granted
|
—
|
|
|
—
|
|
|
Exercised
|
(1,500
|
)
|
|
12.37
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Outstanding at October 31, 2011
|
6,001
|
|
|
12.37
|
|
|
Granted
|
—
|
|
|
—
|
|
|
Exercised
|
(6,000
|
)
|
|
12.37
|
|
|
Forfeited
|
(1
|
)
|
|
12.37
|
|
|
Outstanding at October 31, 2012
|
—
|
|
|
$
|
—
|
|
|
Fiscal Year 2014
|
||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
|
|
|
(Unaudited)
|
|
|
||||||||||
Net sales
|
$
|
584,883
|
|
|
$
|
660,717
|
|
|
$
|
768,395
|
|
|
$
|
760,850
|
|
Gross profit
|
68,798
|
|
|
108,406
|
|
|
161,392
|
|
|
182,351
|
|
||||
Net income (loss)
|
28,871
|
|
|
50,988
|
|
|
76,080
|
|
|
93,109
|
|
||||
Diluted earnings (loss) per share
|
$
|
1.25
|
|
|
$
|
2.21
|
|
|
$
|
3.30
|
|
|
$
|
4.04
|
|
|
Fiscal Year 2013
|
||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
|
|
|
(unaudited)
|
|
|
||||||||||
Net sales
|
$
|
595,760
|
|
|
$
|
621,195
|
|
|
$
|
738,964
|
|
|
$
|
727,061
|
|
Gross profit
|
10,893
|
|
|
58,962
|
|
|
133,946
|
|
|
102,124
|
|
||||
Net income (loss)
|
(6,943
|
)
|
|
24,371
|
|
|
67,919
|
|
|
45,270
|
|
||||
Diluted earnings (loss) per share
|
$
|
(0.31
|
)
|
|
$
|
1.06
|
|
|
$
|
2.95
|
|
|
$
|
1.97
|
|
COL. A
|
COL. B
|
|
COL. C
|
|
COL. D
|
|
COL. E
|
|
COL. F
|
||||||||
Classification
|
Balance at
Beginning
of Period
|
|
Charged to
Costs and
Expenses
|
|
Charged to
Other
Accounts
|
|
Deductions
Describe(1)
|
|
Balance at
End of
Period
|
||||||||
|
(In Thousands)
|
||||||||||||||||
Year Ended October 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||
Deducted from accounts receivable:
|
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
|
|
|
|
|
|
|
|
||||||||
Totals
|
$
|
2,200
|
|
|
$
|
29
|
|
|
|
|
$
|
29
|
|
|
$
|
2,200
|
|
Year Ended October 31, 2013
|
|
|
|
|
|
|
|
|
|
||||||||
Deducted from accounts receivable:
|
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
|
|
|
|
|
|
|
|
||||||||
Totals
|
$
|
1,785
|
|
|
$
|
470
|
|
|
|
|
$
|
55
|
|
|
$
|
2,200
|
|
Year Ended October 31, 2012
|
|
|
|
|
|
|
|
|
|
||||||||
Deducted from accounts receivable:
|
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
|
|
|
|
|
|
|
|
||||||||
Totals
|
$
|
1,373
|
|
|
$
|
412
|
|
|
|
|
$
|
—
|
|
|
$
|
1,785
|
|
(1)
|
Uncollectible accounts written off, net of recoveries
|
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
/s/ Ernst & Young LLP
|
Item 10.
|
Directors, Executive Officers and Corporate Governance.
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
Plan category
|
(a) Number of
securities to be issued
upon exercise of
outstanding options,
warrants and
rights (1)
|
|
(b) Number of
securities remaining
available for future
issuance under equity
compensation plans
(excluding securities
reflected in column
(a)(2)
|
||
Equity compensation plans approved by security holders
|
336,301
|
|
|
614,932
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
Total
|
336,301
|
|
|
614,932
|
|
(1)
|
This column reflects 187,401 performance shares outstanding at
October 31, 2014
, that are expected to be earned and that are subject to an additional one year, service-based vesting period ending on
October 31, 2015
, and 148,900 unearned performance shares outstanding at
October 31, 2014
, at the maximum level. However, management could not determine that achievement of the applicable performance based criteria is probable for those unearned performance shares. This column does not include the 102,534 fiscal 2012 performance shares that were paid out on October 31, 2014.
|
(2)
|
This column reflects the 982,883 shares of restricted stock granted to participants under the Stock Incentive Plan, the 245,723 shares of restricted stock purchased by or granted to participants under the MSPP provisions of the Stock Incentive Plan, and the 429,938 performance shares that have been earned or are expected to be earned under the Stock Incentive Plan, and the 148,900 unearned outstanding performance shares that could be earned as described in footnote (1) above, in each case since the inception of the plan and net of forfeitures, but including shares withheld at the election of the participants to satisfy tax obligations.
|
Item 13.
|
Certain Relationships and Related Transactions and Director Independence.
|
Item 14.
|
Principal Accounting Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules.
|
(a)
|
1. FINANCIAL STATEMENTS:
|
(a)
|
2. FINANCIAL STATEMENT SCHEDULES:
|
(a)
|
3. EXHIBITS:
|
Exhibit
Number
|
|
Description
|
|
|
|
3.1
|
|
Articles of Incorporation of the Registrant dated October 19, 1978. (Incorporated by reference to Exhibit 4.1 filed with the registration statement on Form S-8 filed by the Registrant on July 15, 2002, Registration No. 333-92412.)
|
|
|
|
3.2
|
|
Articles of Amendment, dated March 23, 1987, to the Articles of Incorporation of the Registrant. (Incorporated by reference to Exhibit 4.2 filed with the registration statement on Form S-8 filed by the Registrant on July 15, 2002, Registration No. 333-92412.)
|
|
|
|
3.3
|
|
Articles of Amendment, dated April 21, 1989, to the Articles of Incorporation of the Registrant. (Incorporated by reference to Exhibit 4.3 filed with the registration statement on Form S-8 filed by the Registrant on July 15, 2002, Registration No. 333-92412.)
|
|
|
|
3.4
|
|
Certificate of Designations of Series A Junior Participating Preferred Stock of the Registrant dated April 21, 1989. (Incorporated by reference to Exhibit 4.4 filed with the registration statement on Form S-8 filed by the Registrant on July 15, 2002, Registration No. 333-92412.)
|
|
|
|
3.5
|
|
Article of Amendment, dated February 20, 1992, to the Articles of Incorporation of the Registrant. (Incorporated by reference to Exhibit 4.5 filed with the registration statement on Form S-8 filed by the Registrant on July 15, 2002, Registration No. 333-92412.)
|
|
|
|
3.6
|
|
Article of Amendment, dated February 27, 1997, to the Articles of Incorporation of the Registrant. (Incorporated by reference to Exhibit 4.6 filed with the registration statement on Form S-8 filed by the Registrant on July 15, 2002, Registration No. 333-92412.)
|
|
|
|
3.7
|
|
By-Laws of the Registrant, amended and restated as of February 13, 2014. (Incorporated by reference to Exhibit 3 filed with the Registrant’s Current Report on Form 8-K on February 20, 2014.)
|
|
|
|
10.1
|
|
Contract dated July 31, 1964, between the Registrant and the City of Laurel, Mississippi. (Incorporated by reference to Exhibit 10-D filed with the registration statement on Form S-1 filed by the Registrant on April 3, 1987, Registration No. 33-13141.)
|
|
|
|
Exhibit
Number
|
|
Description
|
10.2
|
|
Contract Amendment dated December 1, 1970, between the Registrant and the City of Laurel, Mississippi. (Incorporated by reference to Exhibit 10-D-1 filed with the registration statement on Form S-1 filed by the Registrant on April 3, 1987, Registration No. 33-13141.)
|
|
|
|
10.3
|
|
Contract Amendment dated June 11, 1985, between the Registrant and the City of Laurel, Mississippi. (Incorporated by reference to Exhibit 10-D-2 filed with the registration statement on Form S-1 filed by the Registrant on April 3, 1987, Registration No. 33-13141.)
|
|
|
|
10.4
|
|
Contract Amendment dated October 7, 1986, between the Registrant and the City of Laurel, Mississippi. (Incorporated by reference to Exhibit 10-D-3 filed with the registration statement on Form S-1 filed by the Registrant on April 3, 1987, Registration No. 33-13141.)
|
|
|
|
10.5+
|
|
Sanderson Farms, Inc. and Affiliates Employee Stock Ownership Plan, as amended and restated effective November 1, 2013. (Incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K for the year ended October 31, 2013.)
|
|
|
|
10.6+
|
|
Sanderson Farms, Inc. and Affiliates Stock Incentive Plan, as amended and restated on February 17, 2011. (Incorporated by reference to Appendix A to the Registrant’s definitive proxy statement filed on January 14, 2011, for its annual meeting held February 17, 2011.)
|
|
|
|
10.7+
|
|
Amendment No. 1 dated December 13, 2013, to Sanderson Farms, Inc. Bonus Award Program (Executive Committee) Effective November 1, 2012. (Incorporated by reference to Exhibit 10 filed with the Registrant’s Current Report on Form 8-K on December 17, 2013.)
|
|
|
|
10.8+
|
|
Sanderson Farms, Inc. Bonus Award Program Effective November 1, 2013. (Incorporated by reference to Exhibit 3 filed with the Registrant’s Current Report on Form 8-K on February 20, 2014.)
|
|
|
|
10.9+
|
|
Sanderson Farms, Inc. Supplemental Disability Plan effective September 1, 2008. (Incorporated by reference to Exhibit 10 to the Current Report on Form 8-K filed by the Registrant on October 1, 2008).
|
|
|
|
10.10+
|
|
Form of Restricted Stock Agreement between the Registrant and its officers and employees who are granted restricted stock with a ten-year resting period, as amended. (Incorporated by reference to Exhibit 10.1 filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2009.)
|
|
|
|
10.11+
|
|
Form of Share Purchase Agreement between the Registrant and its non-employee directors who participate in its management share purchase plan, as amended. (Incorporated by reference to Exhibit 10.2 filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2007.)
|
|
|
|
10.12+
|
|
Form of Share Purchase Agreement between the Registrant and its officers and employees who participate in its management share purchase plan, as amended. (Incorporated by reference to Exhibit 10.1 filed with the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended April 30, 2008.)
|
|
|
|
10.13+
|
|
Form of Restricted Stock Agreement between the Registrant and its officers and employees who are granted restricted stock with a four-year vesting period (for awards granted after August 2009 through fiscal 2013). (Incorporated by reference to Exhibit 10.21 to the Registrant’s Annual Report on Form 10-K for the year ended October 31, 2009.)
|
|
|
|
10.14+
|
|
Form of Restricted Stock Agreement between the Registrant and its officers and employees who are granted restricted stock with a four-year vesting period (for awards granted on or after November 1, 2013). (Incorporated by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K for the year ended October 31, 2013.)
|
|
|
|
10.15+
|
|
Form of Restricted Stock Agreement between the Registrant and its non-employee directors who are granted restricted stock, as amended. (Incorporated by reference to Exhibit 10.4 filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2007.)
|
|
|
|
10.16+
|
|
Form of Restricted Stock Agreement for restricted stock granted to officers and employees on February 17, 2011. (Incorporated by reference to Exhibit 10 filed with the Registrant’s Current Report on Form 8-K filed February 22, 2011.)
|
|
|
|
10.17+
|
|
Form of Performance Share Agreement between the Registrant and its employees who are granted performance shares (for fiscal 2012). (Incorporated by reference to Exhibit 10.27 to the Registrant’s Annual Report on Form 10-K for the year ended October 31, 2011.)
|
|
|
|
10.18+
|
|
Form of Performance Share Agreement between the Registrant and its employees who are granted performance shares (for fiscal 2013). (Incorporated by reference to Exhibit 10.26 to the Registrant’s Annual Report on Form 10-K for the year ended October 31, 2012.)
|
|
|
|
Exhibit
Number
|
|
Description
|
10.19+
|
|
Form of Performance Share Agreement between the Registrant and its employees who are granted performance shares (for fiscal 2014). (Incorporated by reference to Exhibit 10.20 to the Registrant’s Annual Report on Form 10-K for the year ended October 31, 2013.)
|
|
|
|
10.20+*
|
|
Form of Performance Share Agreement between the Registrant and its employees who are granted performance shares (for fiscal 2015).
|
|
|
|
10.21+
|
|
Employment Agreement dated as of September 15, 2009, between the Registrant and Joe F. Sanderson, Jr. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 15, 2009.)
|
|
|
|
10.22+
|
|
Employment Agreement dated as of September 15, 2009, between the Registrant and Lampkin Butts (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on September 15, 2009.)
|
|
|
|
10.23+
|
|
Employment Agreement dated as of September 15, 2009, between the Registrant and D. Michael Cockrell (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on September 15, 2009.)
|
|
|
|
10.24
|
|
Memorandum of Agreement dated June 13, 1989, between Pike County, Mississippi and the Registrant. (Incorporated by reference to Exhibit 10-L filed with the Registrant’s Annual Report on Form 10-K for the year ended October 31, 1990.)
|
|
|
|
10.25
|
|
Wastewater Treatment Agreement between the City of Magnolia, Mississippi and the Registrant dated August 19, 1991. (Incorporated by reference to Exhibit 10-M filed with the Registrant’s Annual Report on Form 10-K for the year ended October 31, 1991.)
|
|
|
|
10.26
|
|
Memorandum of Agreement and Purchase Option between Pike County, Mississippi and the Registrant dated May 1991. (Incorporated by reference to Exhibit 10-N filed with the Registrant’s Annual Report on Form 10-K for the year ended October 31, 1991.)
|
|
|
|
10.27
|
|
Lease Agreement between Pike County, Mississippi and the Registrant dated as of November 1, 1992. (Incorporated by reference to Exhibit 10-M filed with the Registrant’s Annual Report on Form 10-K for the year ended October 31, 1993.)
|
|
|
|
10.28
|
|
Lease Agreement dated as of December 1, 2004, between Moultrie-Colquitt County Development Authority, as Lessor, and Sanderson Farms, Inc. (Processing Division) as Lessee. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2005.)
|
|
|
|
10.29
|
|
Bond Purchase Loan Agreement between Moultrie-Colquitt County Development Authority, as Issuer, and Sanderson Farms, Inc. (Processing Division), as Purchaser. (Incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2005.)
|
|
|
|
10.30
|
|
Credit Agreement dated October 24, 2013 among Sanderson Farms, Inc. and BMO Harris Bank N.A. as Agent for the Banks defined herein. (Incorporated by reference to Exhibit 10.1 filed with the Registrant’s Current Report on Form 8-K filed October 28, 2013.)
|
|
|
|
10.31
|
|
Guaranty Agreement dated October 24, 2013 of Sanderson Farms, Inc. (Foods Division), Sanderson Farms, Inc. (Production Division) and Sanderson Farms, Inc. (Processing Division). (Incorporated by reference to Exhibit 10.2 filed with the Registrant’s Current Report on Form 8-K filed October 28, 2013.)
|
|
|
|
10.32
|
|
First Amendment to Credit Agreement dated October 29, 2014 among Sanderson Farms, Inc. and the Banks party thereto. (Incorporated by reference to Exhibit 10 to the Registrant’s Current Report on Form 8-K filed on November 4, 2014.)
|
|
|
|
10.33
|
|
Note Purchase Agreement dated as of April 28, 2006, between Sanderson Farms, Inc. and Northwest Farm Credit Services, PCA. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed May 3, 2006.)
|
|
|
|
10.34
|
|
Guarantee Agreement dated as of April 28, 2006, of Sanderson Farms, Inc. (Foods Division). (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed May 3, 2006.)
|
|
|
|
10.35
|
|
Guarantee Agreement dated as of April 28, 2006, of Sanderson Farms, Inc. (Production Division). (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed May 3, 2006.)
|
|
|
|
10.36
|
|
Guarantee Agreement dated as of April 28, 2006, of Sanderson Farms, Inc. (Processing Division). (Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed May 3, 2006.)
|
Exhibit
Number
|
|
Description
|
|
|
|
10.37
|
|
Intercreditor Agreement dated as of April 28, 2006, among The Lincoln National Life Insurance Company, Northwest Farm Credit Services, PCA, Harris N.A., SunTrust Bank, AmSouth Bank, U.S. Bank National Association, Regions Bank, and Trustmark National Bank. (Incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed May 3, 2006.)
|
|
|
|
10.38
|
|
Lease Agreement dated as of July 1, 2006, between Adel Industrial Development Authority as Lessor, and Sanderson Farms, Inc. (Production Division) as Lessee. (Incorporated by reference to Exhibit 10.1 filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2006.)
|
|
|
|
10.39
|
|
Bond Purchase Agreement dated as of July 31, 2006, between Sanderson Farms, Inc. (Production Division) as Purchaser and Adel Industrial Development Authority as Issuer. (Incorporated by reference to Exhibit 10.2 filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2006.)
|
|
|
|
21
|
|
List of Subsidiaries of the Registrant. (Incorporated by reference to Exhibit 21 to the Registrant’s Annual Report on Form 10-K for the year ended October 31, 2002.)
|
|
|
|
23*
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
31.1*
|
|
Certification of Chief Executive Officer.
|
|
|
|
31.2*
|
|
Certification of Chief Financial Officer.
|
|
|
|
32.1**
|
|
Section 1350 Certification.
|
|
|
|
32.2**
|
|
Section 1350 Certification.
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
+
|
Management contract or compensatory plan or arrangement.
|
(b)
|
Agreements Available Upon Request by the Commission.
|
SANDERSON FARMS, INC.
|
||
|
|
|
By:
|
|
/s/ Joe F. Sanderson, Jr.
|
|
|
Chairman of the Board and Chief Executive Officer
|
/s/ Joe F. Sanderson, Jr.
|
12/18/2014
|
Joe F. Sanderson, Jr.,
|
|
Chairman of the Board and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
|
/s/ John H. Baker, III
|
12/18/2014
|
John H. Baker, III,
|
|
Director
|
|
|
|
/s/ Fred Banks, Jr.
|
12/18/2014
|
Fred Banks, Jr.
|
|
Director
|
|
|
|
/s/ John Bierbusse
|
12/18/2014
|
John Bierbusse,
|
|
Director
|
|
|
|
/s/ Lampkin Butts
|
12/18/2014
|
Lampkin Butts, Director,
|
|
President and Chief Operating Officer
|
|
|
|
/s/ D. Michael Cockrell
|
12/18/2014
|
D. Michael Cockrell,
|
|
Director, Treasurer and Chief Financial Officer
|
|
|
|
/s/ Ms. Toni Cooley
|
12/18/2014
|
Toni Cooley
|
|
Director
|
|
|
|
/s/ Tim Rigney
|
12/18/2014
|
Tim Rigney,
|
|
Secretary and Chief Accounting Officer
|
|
(Principal Accounting Officer)
|
|
|
|
/s/ Beverly Wade Hogan
|
12/18/2014
|
Beverly Wade Hogan,
|
|
Director
|
|
|
|
/s/ Robert C. Khayat
|
12/18/2014
|
Robert C. Khayat
|
|
Director
|
|
|
|
/s/ Phil K. Livingston
|
12/18/2014
|
Phil K. Livingston,
|
|
Director
|
|
|
|
/s/ Dianne Mooney
|
12/18/2014
|
Dianne Mooney
|
|
Director
|
|
|
|
/s/ Gail Jones Pittman
|
12/18/2014
|
Gail Jones Pittman,
|
|
Director
|
|
|
|
/s/ Charles W. Ritter, Jr.
|
12/18/2014
|
Charles W. Ritter, Jr.,
|
|
Director
|
|
Exhibit
Number
|
|
Description
|
|
|
|
3.1
|
|
Articles of Incorporation of the Registrant dated October 19, 1978. (Incorporated by reference to Exhibit 4.1 filed with the registration statement on Form S-8 filed by the Registrant on July 15, 2002, Registration No. 333-92412.)
|
|
|
|
3.2
|
|
Articles of Amendment, dated March 23, 1987, to the Articles of Incorporation of the Registrant. (Incorporated by reference to Exhibit 4.2 filed with the registration statement on Form S-8 filed by the Registrant on July 15, 2002, Registration No. 333-92412.)
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|
|
|
3.3
|
|
Articles of Amendment, dated April 21, 1989, to the Articles of Incorporation of the Registrant. (Incorporated by reference to Exhibit 4.3 filed with the registration statement on Form S-8 filed by the Registrant on July 15, 2002, Registration No. 333-92412.)
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|
|
|
3.4
|
|
Certificate of Designations of Series A Junior Participating Preferred Stock of the Registrant dated April 21, 1989. (Incorporated by reference to Exhibit 4.4 filed with the registration statement on Form S-8 filed by the Registrant on July 15, 2002, Registration No. 333-92412.)
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|
|
|
3.5
|
|
Article of Amendment, dated February 20, 1992, to the Articles of Incorporation of the Registrant. (Incorporated by reference to Exhibit 4.5 filed with the registration statement on Form S-8 filed by the Registrant on July 15, 2002, Registration No. 333-92412.)
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|
|
|
3.6
|
|
Article of Amendment, dated February 27, 1997, to the Articles of Incorporation of the Registrant. (Incorporated by reference to Exhibit 4.6 filed with the registration statement on Form S-8 filed by the Registrant on July 15, 2002, Registration No. 333-92412.)
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|
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|
3.7
|
|
By-Laws of the Registrant, amended and restated as of February 13, 2014. (Incorporated by reference to Exhibit 3 filed with the Registrant’s Current Report on Form 8-K on February 20, 2014.)
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|
|
|
10.1
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|
Contract dated July 31, 1964, between the Registrant and the City of Laurel, Mississippi. (Incorporated by reference to Exhibit 10-D filed with the registration statement on Form S-1 filed by the Registrant on April 3, 1987, Registration No. 33-13141.)
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|
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10.2
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|
Contract Amendment dated December 1, 1970, between the Registrant and the City of Laurel, Mississippi. (Incorporated by reference to Exhibit 10-D-1 filed with the registration statement on Form S-1 filed by the Registrant on April 3, 1987, Registration No. 33-13141.)
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|
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10.3
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|
Contract Amendment dated June 11, 1985, between the Registrant and the City of Laurel, Mississippi. (Incorporated by reference to Exhibit 10-D-2 filed with the registration statement on Form S-1 filed by the Registrant on April 3, 1987, Registration No. 33-13141.)
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10.4
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|
Contract Amendment dated October 7, 1986, between the Registrant and the City of Laurel, Mississippi. (Incorporated by reference to Exhibit 10-D-3 filed with the registration statement on Form S-1 filed by the Registrant on April 3, 1987, Registration No. 33-13141.)
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|
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10.5+
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|
Sanderson Farms, Inc. and Affiliates Employee Stock Ownership Plan, as amended and restated effective November 1, 2013. (Incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K for the year ended October 31, 2013.)
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10.6+
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|
Sanderson Farms, Inc. and Affiliates Stock Incentive Plan, as amended and restated on February 17, 2011. (Incorporated by reference to Appendix A to the Registrant’s definitive proxy statement filed on January 14, 2011, for its annual meeting held February 17, 2011.)
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10.7+
|
|
Amendment No. 1 dated December 13, 2013, to Sanderson Farms, Inc. Bonus Award Program (Executive Committee) Effective November 1, 2012. (Incorporated by reference to Exhibit 10 filed with the Registrant’s Current Report on Form 8-K on December 17, 2013.)
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|
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10.8+
|
|
Sanderson Farms, Inc. Bonus Award Program Effective November 1, 2013. (Incorporated by reference to Exhibit 3 filed with the Registrant’s Current Report on Form 8-K on February 20, 2014.)
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|
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10.9+
|
|
Sanderson Farms, Inc. Supplemental Disability Plan effective September 1, 2008. (Incorporated by reference to Exhibit 10 to the Current Report on Form 8-K filed by the Registrant on October 1, 2008).
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|
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10.10+
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|
Form of Restricted Stock Agreement between the Registrant and its officers and employees who are granted restricted stock with a ten-year resting period, as amended. (Incorporated by reference to Exhibit 10.1 filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2009.)
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|
|
|
10.11+
|
|
Form of Share Purchase Agreement between the Registrant and its non-employee directors who participate in its management share purchase plan, as amended. (Incorporated by reference to Exhibit 10.2 filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2007.)
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|
|
|
10.12+
|
|
Form of Share Purchase Agreement between the Registrant and its officers and employees who participate in its management share purchase plan, as amended. (Incorporated by reference to Exhibit 10.1 filed with the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended April 30, 2008.)
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|
|
|
10.13+
|
|
Form of Restricted Stock Agreement between the Registrant and its officers and employees who are granted restricted stock with a four-year vesting period (for awards granted after August 2009 through fiscal 2013). (Incorporated by reference to Exhibit 10.21 to the Registrant’s Annual Report on Form 10-K for the year ended October 31, 2009.)
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|
|
|
10.14+
|
|
Form of Restricted Stock Agreement between the Registrant and its officers and employees who are granted restricted stock with a four-year vesting period (for awards granted on or after November 1, 2013). (Incorporated by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K for the year ended October 31, 2013.)
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|
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|
10.15+
|
|
Form of Restricted Stock Agreement between the Registrant and its non-employee directors who are granted restricted stock, as amended. (Incorporated by reference to Exhibit 10.4 filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2007.)
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|
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10.16+
|
|
Form of Restricted Stock Agreement for restricted stock granted to officers and employees on February 17, 2011. (Incorporated by reference to Exhibit 10 filed with the Registrant’s Current Report on Form 8-K filed February 22, 2011.)
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|
|
|
10.17+
|
|
Form of Performance Share Agreement between the Registrant and its employees who are granted performance shares (for fiscal 2012). (Incorporated by reference to Exhibit 10.27 to the Registrant’s Annual Report on Form 10-K for the year ended October 31, 2011.)
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|
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10.18+
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|
Form of Performance Share Agreement between the Registrant and its employees who are granted performance shares (for fiscal 2013). (Incorporated by reference to Exhibit 10.26 to the Registrant’s Annual Report on Form 10-K for the year ended October 31, 2012.)
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|
10.19+
|
|
Form of Performance Share Agreement between the Registrant and its employees who are granted performance shares (for fiscal 2014). (Incorporated by reference to Exhibit 10.20 to the Registrant’s Annual Report on Form 10-K for the year ended October 31, 2013.)
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|
10.20+*
|
|
Form of Performance Share Agreement between the Registrant and its employees who are granted performance shares (for fiscal 2015).
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|
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|
10.21+
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|
Employment Agreement dated as of September 15, 2009, between the Registrant and Joe F. Sanderson, Jr. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 15, 2009.)
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10.22+
|
|
Employment Agreement dated as of September 15, 2009, between the Registrant and Lampkin Butts (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on September 15, 2009.)
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|
10.23+
|
|
Employment Agreement dated as of September 15, 2009, between the Registrant and D. Michael Cockrell (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on September 15, 2009.)
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10.24
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|
Memorandum of Agreement dated June 13, 1989, between Pike County, Mississippi and the Registrant. (Incorporated by reference to Exhibit 10-L filed with the Registrant’s Annual Report on Form 10-K for the year ended October 31, 1990.)
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10.25
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|
Wastewater Treatment Agreement between the City of Magnolia, Mississippi and the Registrant dated August 19, 1991. (Incorporated by reference to Exhibit 10-M filed with the Registrant’s Annual Report on Form 10-K for the year ended October 31, 1991.)
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|
10.26
|
|
Memorandum of Agreement and Purchase Option between Pike County, Mississippi and the Registrant dated May 1991. (Incorporated by reference to Exhibit 10-N filed with the Registrant’s Annual Report on Form 10-K for the year ended October 31, 1991.)
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10.27
|
|
Lease Agreement between Pike County, Mississippi and the Registrant dated as of November 1, 1992. (Incorporated by reference to Exhibit 10-M filed with the Registrant’s Annual Report on Form 10-K for the year ended October 31, 1993.)
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10.28
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|
Lease Agreement dated as of December 1, 2004, between Moultrie-Colquitt County Development Authority, as Lessor, and Sanderson Farms, Inc. (Processing Division) as Lessee. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2005.)
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10.29
|
|
Bond Purchase Loan Agreement between Moultrie-Colquitt County Development Authority, as Issuer, and Sanderson Farms, Inc. (Processing Division), as Purchaser. (Incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2005.)
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|
10.30
|
|
Credit Agreement dated October 24, 2013 among Sanderson Farms, Inc. and BMO Harris Bank N.A. as Agent for the Banks defined herein. (Incorporated by reference to Exhibit 10.1 filed with the Registrant’s Current Report on Form 8-K filed October 28, 2013.)
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10.31
|
|
Guaranty Agreement dated October 24, 2013 of Sanderson Farms, Inc. (Foods Division), Sanderson Farms, Inc. (Production Division) and Sanderson Farms, Inc. (Processing Division). (Incorporated by reference to Exhibit 10.2 filed with the Registrant’s Current Report on Form 8-K filed October 28, 2013.)
|
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|
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10.32
|
|
First Amendment to Credit Agreement dated October 29, 2014 among Sanderson Farms, Inc. and the Banks party thereto. (Incorporated by reference to Exhibit 10 to the Registrant’s Current Report on Form 8-K filed on November 4, 2014.)
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|
10.33
|
|
Note Purchase Agreement dated as of April 28, 2006, between Sanderson Farms, Inc. and Northwest Farm Credit Services, PCA. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed May 3, 2006.)
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|
|
10.34
|
|
Guarantee Agreement dated as of April 28, 2006, of Sanderson Farms, Inc. (Foods Division). (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed May 3, 2006.)
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|
|
10.35
|
|
Guarantee Agreement dated as of April 28, 2006, of Sanderson Farms, Inc. (Production Division). (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed May 3, 2006.)
|
|
|
|
10.36
|
|
Guarantee Agreement dated as of April 28, 2006, of Sanderson Farms, Inc. (Processing Division). (Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed May 3, 2006.)
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|
|
|
10.37
|
|
Intercreditor Agreement dated as of April 28, 2006, among The Lincoln National Life Insurance Company, Northwest Farm Credit Services, PCA, Harris N.A., SunTrust Bank, AmSouth Bank, U.S. Bank National Association, Regions Bank, and Trustmark National Bank. (Incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed May 3, 2006.)
|
|
|
|
10.38
|
|
Lease Agreement dated as of July 1, 2006, between Adel Industrial Development Authority as Lessor, and Sanderson Farms, Inc. (Production Division) as Lessee. (Incorporated by reference to Exhibit 10.1 filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2006.)
|
|
|
|
10.39
|
|
Bond Purchase Agreement dated as of July 31, 2006, between Sanderson Farms, Inc. (Production Division) as Purchaser and Adel Industrial Development Authority as Issuer. (Incorporated by reference to Exhibit 10.2 filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2006.)
|
|
|
|
21
|
|
List of Subsidiaries of the Registrant. (Incorporated by reference to Exhibit 21 to the Registrant’s Annual Report on Form 10-K for the year ended October 31, 2002.)
|
|
|
|
23*
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
31.1*
|
|
Certification of Chief Executive Officer.
|
|
|
|
31.2*
|
|
Certification of Chief Financial Officer.
|
|
|
|
32.1**
|
|
Section 1350 Certification.
|
|
|
|
32.2**
|
|
Section 1350 Certification.
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
+
|
Management contract or compensatory plan or arrangement.
|
15.
|
Arbitration.
|
1.
|
I have reviewed this annual report on Form 10-K of Sanderson Farms, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Joe F. Sanderson, Jr.
|
Chief Executive Officer
and Chairman of the Board
|
(Principal Executive Officer)
|
1.
|
I have reviewed this annual report on Form 10-K of Sanderson Farms, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ D. Michael Cockrell
|
Treasurer and Chief Financial Officer
|
/s/ Joe F. Sanderson, Jr.
|
Joe F. Sanderson, Jr.
|
Chief Executive Officer and Chairman of the Board
|
(Principal Executive Officer)
|
/s/ D. Michael Cockrell
|
D. Michael Cockrell
|
Treasurer and Chief Financial Officer
|