XML 32 R15.htm IDEA: XBRL DOCUMENT v3.8.0.1
Debt
12 Months Ended
Sep. 30, 2017
Debt Instruments [Abstract]  
Debt
DEBT
The following table reflects major components of debt as of September 30, 2017, and October 1, 2016:
 
 
 
in millions

 
2017

 
2016

Revolving credit facility
$

 
$
300

Commercial Paper
778

 

Senior notes:
 
 
 
7.00% Notes due May 2018
120

 
120

Notes due May 2019 (2019 Floating-Rate Notes) (1.77% at 09/30/2017)
300

 

2.65% Notes due August 2019
1,000

 
1,000

Notes due June 2020 (June 2020 Floating-Rate Notes) (1.87% at 09/30/2017)
350

 

Notes due August 2020 (August 2020 Floating-Rate Notes) (1.76% at 09/30/2017)
400

 

4.10% Notes due September 2020
282

 
284

2.25% Notes due August 2021 (2021 Notes)
500

 

4.50% Senior notes due June 2022
1,000

 
1,000

3.95% Notes due August 2024
1,250

 
1,250

3.55% Notes due June 2027 (2027 Notes)
1,350

 

7.00% Notes due January 2028
18

 
18

6.13% Notes due November 2032
162

 
163

4.88% Notes due August 2034
500

 
500

5.15% Notes due August 2044
500

 
500

4.55% Notes due June 2047 (2047 Notes)
750

 

Discount on senior notes
(15
)
 
(8
)
Term loans:
 
 
 
Tranche B due August 2019 (2.75% at 09/30/2017)
427

 
552

Tranche B due August 2020 (2.05% at 09/30/2017)
500

 
500

Amortizing Notes - Tangible Equity Units (see Note 8: Equity)

 
71

Other
81

 
58

Unamortized debt issuance costs
(50
)
 
(29
)
Total debt
10,203

 
6,279

Less current debt
906

 
79

Total long-term debt
$
9,297

 
$
6,200

Annual maturities of debt for the five fiscal years subsequent to September 30, 2017, are: 2018 - $906 million; 2019 - $1,737 million; 2020 - $1,537 million; 2021 - $511 million; 2022 - $1,007 million.
Revolving Credit Facility
In May 2017, we amended our existing credit facility which, among other things, increased our line of credit from $1.25 billion to $1.50 billion. The facility supports short-term funding needs and letters of credit and will mature and the commitments thereunder will terminate in May 2022. Amounts available for borrowing under this facility totaled $1,492 million at September 30, 2017, net of outstanding letters of credit. At September 30, 2017, we had outstanding letters of credit issued under this facility totaling $8 million, none of which were drawn upon. We had an additional $85 million of bilateral letters of credit issued separately from the revolving credit facility, none of which were drawn upon. Our letters of credit are issued primarily in support of leasing obligations and workers’ compensation insurance programs.
If in the future any of our subsidiaries shall guarantee any of our material indebtedness, such subsidiary shall be required to guarantee the indebtedness, obligations and liabilities under this facility.
August 2020 Floating-Rate Notes / 2021 Notes
On August 21, 2017, we issued senior unsecured notes with an aggregate principal amount of $900 million, consisting of $400 million due August 2020 and $500 million due August 2021. We used the net proceeds from the issuance to repay amounts outstanding under our Term Loan Tranche due June 2020. The August 2020 Floating-Rate Notes carry an interest rate of 3-month LIBOR plus 0.45% and the 2021 Notes carry a fixed interest rate at 2.25%. Interest payments on the August 2020 Floating-Rate Notes are due quarterly on February 21, May 21, August 21 and November 21. Interest payments on the 2021 Notes are due semi-annually on February 23 and August 23. After the original issue discounts of $1 million, we received net proceeds of $899 million. In addition, we incurred debt issuance costs of $5 million related to this issuance.
2019 Floating-Rate / June 2020 Floating-Rate / 2027 / 2047 Notes
In June 2017, as part of the financing for the AdvancePierre acquisition, we issued senior unsecured notes with an aggregate principal amount of $2,750 million, consisting of $300 million due May 2019, $350 million due June 2020, $1,350 million due June 2027, and $750 million due June 2047. The 2019 Floating-Rate Notes, June 2020 Floating-Rate Notes, 2027 Notes and 2047 Notes carry interest rates of 3-month LIBOR plus 0.45%, 3-month LIBOR plus 0.55%, 3.55% and 4.55%, respectively. Interest payments on the 2019 Floating-Rate Notes are due quarterly February 28, May 30, August 30, and November 30. Interest payments on the June 2020 Floating-Rate Notes are due quarterly March 2, June 2, September 2, and December 2. Interest payments on the 2027 Notes and 2047 Notes are due semi-annually on June 2 and December 2. After the original issue discounts of $7 million, we received net proceeds of $2,743 million. In addition, we incurred debt issuance costs of $22 million related to this issuance.
Term Loan Tranche B due August 2020
On August 18, 2017, we amended our existing $500 million Term Loan Tranche B which extended the maturity of the loan from April 2019 to August 2020.
Term Loan Tranche due June 2020
In June 2017, as part of the financing for the AdvancePierre acquisition, we borrowed $1,800 million under an unsecured term loan facility, which is due June 2020. The facility amortized at 2.5% per quarter and interest reset based on the selected LIBOR interest period plus 1.25%. We incurred debt issuance costs of $5 million related to this borrowing. In fiscal 2017, we repaid the full amount of the loan.
AdvancePierre's Debt Extinguishment
In June 2017, in connection with our AdvancePierre acquisition, we assumed $1,119 million of AdvancePierre's gross debt, which had an estimated fair value of approximately $1,181 million as of the acquisition date. We recorded the assumed debt at fair value and used the funds borrowed under our new senior notes and term loan to extinguish $1,146 million of the total outstanding balance. Additionally, we assumed a $223 million TRA liability due to AdvancePierre's former shareholders. The assumed debt and TRA liability were non-cash investing activities.
Commercial Paper Program
In 2017, we initiated a commercial paper program under which we may issue unsecured short-term promissory notes (commercial paper) up to an aggregate maximum principal amount of $800 million as of September 30, 2017. We used the net proceeds from the commercial paper program as part of the financing for the AdvancePierre acquisition and for general corporate purposes. As of September 30, 2017, we had $778 million of commercial paper outstanding at a weighted average interest rate of 1.37% with maturities of less than 45 days.
Debt Covenants
Our revolving credit and term loan facilities contain affirmative and negative covenants that, among other things, may limit or restrict our ability to: create liens and encumbrances; incur debt; merge, dissolve, liquidate or consolidate; make acquisitions and investments; dispose of or transfer assets; change the nature of our business; engage in certain transactions with affiliates; and enter into hedging transactions, in each case, subject to certain qualifications and exceptions. In addition, we are required to maintain minimum interest expense coverage and maximum debt-to-capitalization ratios.
Our senior notes also contain affirmative and negative covenants that, among other things, may limit or restrict our ability to: create liens; engage in certain sale/leaseback transactions; and engage in certain consolidations, mergers and sales of assets.
We were in compliance with all debt covenants at September 30, 2017.