DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 10, 2017 | Jul. 01, 2016 | |
Document Information [Line Items] | |||
Entity registrant name | HERSHEY CO | ||
Entity central index key | 47,111 | ||
Current fiscal year end date | --12-31 | ||
Entity filer category | Large Accelerated Filer | ||
Document type | 10-K | ||
Document period end date | Dec. 31, 2016 | ||
Document fiscal year focus | 2,016 | ||
Document fiscal period focus | FY | ||
Amendment flag | false | ||
Entity well-known seasoned issuer | Yes | ||
Entity voluntary filers | No | ||
Entity current reporting status | Yes | ||
Entity public float | $ 15,563,409,682 | ||
Common stock | |||
Document Information [Line Items] | |||
Entity common stock, shares outstanding (shares) | 151,794,895 | ||
Class B common stock | |||
Document Information [Line Items] | |||
Entity common stock, shares outstanding (shares) | 60,619,777 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net sales | $ 7,440,181 | $ 7,386,626 | $ 7,421,768 |
Cost of sales | 4,282,290 | 4,003,951 | 4,085,602 |
Gross profit | 3,157,891 | 3,382,675 | 3,336,166 |
Selling, marketing and administrative expense | 1,915,378 | 1,969,308 | 1,898,284 |
Goodwill and other intangible asset impairment charges | 4,204 | 280,802 | 15,900 |
Business realignment costs | 32,526 | 94,806 | 29,721 |
Operating profit | 1,205,783 | 1,037,759 | 1,392,261 |
Interest expense, net | 90,143 | 105,773 | 83,532 |
Other (income) expense, net | 16,159 | 30,139 | 2,686 |
Income before income taxes | 1,099,481 | 901,847 | 1,306,043 |
Provision for income taxes | 379,437 | 388,896 | 459,131 |
Net income | $ 720,044 | $ 512,951 | $ 846,912 |
Common stock | |||
Net income per share—basic: | |||
Net income per share - basic (USD per share) | $ 3.45 | $ 2.40 | $ 3.91 |
Net income per share—diluted: | |||
Net income per share - diluted (USD per share) | 3.34 | 2.32 | 3.77 |
Dividends paid per share: | |||
Dividends paid per share (USD per share) | 2.402 | 2.236 | 2.04 |
Class B common stock | |||
Net income per share—basic: | |||
Net income per share - basic (USD per share) | 3.15 | 2.19 | 3.54 |
Net income per share—diluted: | |||
Net income per share - diluted (USD per share) | 3.14 | 2.19 | 3.52 |
Dividends paid per share: | |||
Dividends paid per share (USD per share) | $ 2.184 | $ 2.032 | $ 1.842 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 720,044 | $ 512,951 | $ 846,912 |
Other comprehensive (loss) income, net of tax: | |||
Foreign currency translation adjustments, pre-tax amount | (13,041) | (59,707) | (26,851) |
Foreign currency translation adjustments, tax (expense) benefit | 0 | 0 | 0 |
Foreign currency translation adjustments, after-tax amount | (13,041) | (59,707) | (26,851) |
Pension and post-retirement benefit plans: | |||
Net actuarial gain (loss) and prior service cost, pre-tax amount | 20,304 | (5,559) | (158,613) |
Net actuarial gain (loss) and prior service cost, tax (expense) benefit | (7,776) | 2,002 | 59,004 |
Net actuarial gain (loss) and prior service cost, after-tax amount | 12,528 | (3,557) | (99,609) |
Reclassification to earnings, pre-tax amount | 56,604 | 52,469 | 23,252 |
Reclassification to earnings, tax (expense) benefit | (21,653) | (18,910) | (8,659) |
Reclassification to earnings, after-tax amount | 34,951 | 33,559 | 14,593 |
Cash flow hedges: | |||
Gains (losses) on cash flow hedging derivatives, pre-tax amount | (52,708) | 61,839 | (61,358) |
Gains (losses) on cash flow hedging derivatives, tax (expense) benefit | 18,701 | (23,520) | 24,281 |
Gains (losses) on cash flow hedging derivatives, after-tax amount | (34,007) | 38,319 | (37,077) |
Reclassification to earnings, pre-tax amount | (16,482) | (36,634) | (67,403) |
Reclassification to earnings, tax (expense) benefit | 7,524 | 13,416 | 24,341 |
Reclassification to earnings, after-tax amount | (8,958) | (23,218) | (43,062) |
Total other comprehensive (loss) income, pre-tax amount | (5,323) | 12,408 | (290,973) |
Total other comprehensive (loss) income, tax (expense) benefit | (3,204) | (27,012) | 98,967 |
Total other comprehensive (loss) income, after-tax amount | (8,527) | (14,604) | (192,006) |
Total comprehensive income | 711,517 | 498,347 | 654,906 |
Comprehensive loss attributable to noncontrolling interests | 3,664 | 2,152 | 0 |
Comprehensive income attributable to The Hershey Company | $ 715,181 | $ 500,499 | $ 654,906 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 296,967 | $ 346,529 |
Accounts receivable—trade, net | 581,381 | 599,073 |
Inventories | 745,678 | 750,970 |
Prepaid expenses and other | 192,752 | 152,026 |
Total current assets | 1,816,778 | 1,848,598 |
Property, plant and equipment, net | 2,177,248 | 2,240,460 |
Goodwill | 812,344 | 684,252 |
Other intangibles | 492,737 | 379,305 |
Other assets | 168,365 | 155,366 |
Deferred income taxes | 56,861 | 36,390 |
Total assets | 5,524,333 | 5,344,371 |
Current liabilities: | ||
Accounts payable | 522,536 | 474,266 |
Accrued liabilities | 750,986 | 856,967 |
Accrued income taxes | 3,207 | 23,243 |
Short-term debt | 632,471 | 363,513 |
Current portion of long-term debt | 243 | 499,923 |
Total current liabilities | 1,909,443 | 2,217,912 |
Long-term debt | 2,347,455 | 1,557,091 |
Other long-term liabilities | 400,161 | 468,718 |
Deferred income taxes | 39,587 | 53,188 |
Total liabilities | 4,696,646 | 4,296,909 |
Stockholders’ equity: | ||
Preferred stock, shares issued: none in 2016 and 2015 | 0 | 0 |
Additional paid-in capital | 869,857 | 783,877 |
Retained earnings | 6,115,961 | 5,897,603 |
Treasury—common stock shares, at cost: 147,642,009 in 2016 and 143,124,384 in 2015 | (6,183,975) | (5,672,359) |
Accumulated other comprehensive loss | (375,888) | (371,025) |
Total—The Hershey Company stockholders’ equity | 785,856 | 997,997 |
Noncontrolling interests in subsidiaries | 41,831 | 49,465 |
Total stockholders’ equity | 827,687 | 1,047,462 |
Total liabilities and stockholders’ equity | 5,524,333 | 5,344,371 |
Common stock | ||
Stockholders’ equity: | ||
Common stock | 299,281 | 299,281 |
Class B common stock | ||
Stockholders’ equity: | ||
Common stock | $ 60,620 | $ 60,620 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Dec. 31, 2016 | Dec. 31, 2015 |
Preferred stock, shares issued (shares) | 0 | 0 |
Common stock, shares issued (shares) | 359,901,744 | 359,901,744 |
Treasury stock, shares (shares) | 147,642,009 | 143,124,384 |
Common stock | ||
Common stock, shares issued (shares) | 299,281,967 | 299,281,967 |
Class B common stock | ||
Common stock, shares issued (shares) | 60,619,777 | 60,619,777 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Activities | |||
Net income | $ 720,044 | $ 512,951 | $ 846,912 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 301,837 | 244,928 | 211,532 |
Stock-based compensation expense | 54,785 | 51,533 | 54,068 |
Excess tax benefits from stock-based compensation | (22,062) | (24,839) | (53,497) |
Deferred income taxes | (38,097) | (38,537) | 18,796 |
Goodwill and other intangible asset impairment charges | 4,204 | 280,802 | 15,900 |
Loss on early extinguishment of debt | 0 | 28,326 | 0 |
Write-down of equity investments | 43,482 | 39,489 | 0 |
Settlement of SGM liability (see Note 2) | (26,650) | 0 | 0 |
Other | 51,375 | 28,467 | (11,027) |
Changes in assets and liabilities, net of business acquisitions and divestitures: | |||
Accounts receivable—trade, net | 21,096 | (24,440) | (67,464) |
Inventories | 13,965 | 52,049 | (88,497) |
Prepaid expenses and other current assets | (42,955) | 118,007 | (7,245) |
Accounts payable and accrued liabilities | (72,295) | 29,406 | (59,102) |
Contributions to pension and other benefits plans | (41,697) | (53,273) | (53,110) |
Other assets and liabilities | 16,443 | (30,413) | 37,111 |
Net cash provided by operating activities | 983,475 | 1,214,456 | 844,377 |
Investing Activities | |||
Capital additions (including software) | (269,476) | (356,810) | (370,789) |
Proceeds from sales of property, plant and equipment | 3,651 | 1,205 | 1,612 |
Proceeds from sale of business | 0 | 32,408 | 0 |
Equity investments in tax credit qualifying partnerships | (44,255) | (30,720) | 0 |
Business acquisitions, net of cash and cash equivalents acquired | (285,374) | (218,654) | (396,265) |
Sale (purchase) of short-term investments | 0 | 95,316 | (97,131) |
Net cash used in investing activities | (595,454) | (477,255) | (862,573) |
Financing Activities | |||
Net increase in short-term debt | 275,607 | 10,720 | 117,515 |
Long-term borrowings | 792,953 | 599,031 | 3,051 |
Repayment of long-term debt | (500,000) | (355,446) | (1,442) |
Payment of SGM liability (see Note 2) | (35,762) | 0 | 0 |
Cash dividends paid | (499,475) | (476,132) | (440,414) |
Repurchase of common stock | (592,550) | (582,623) | (576,755) |
Exercise of stock options | 102,722 | 72,719 | 122,306 |
Excess tax benefits from stock-based compensation | 22,062 | 24,839 | 53,497 |
Other | 0 | (48,270) | 2,940 |
Net cash used in financing activities | (434,443) | (755,162) | (719,302) |
Effect of exchange rate changes on cash and cash equivalents | (3,140) | (10,364) | (6,156) |
Decrease in cash and cash equivalents | (49,562) | (28,325) | (743,654) |
Cash and cash equivalents, beginning of period | 346,529 | 374,854 | 1,118,508 |
Cash and cash equivalents, end of period | 296,967 | 346,529 | 374,854 |
Supplemental Disclosure | |||
Interest paid (excluding loss on early extinguishment of debt in 2015) | 90,951 | 88,448 | 87,801 |
Income taxes paid | $ 425,539 | $ 368,926 | $ 384,318 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common stock | Class B common stock | Preferred Stock | Common StockCommon stock | Common StockClass B common stock | Additional Paid-in Capital | Retained Earnings | Retained EarningsCommon stock | Retained EarningsClass B common stock | Treasury Common Stock | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests in Subsidiaries |
Beginning balance, stockholders' equity at Dec. 31, 2013 | $ 1,616,052 | $ 0 | $ 299,281 | $ 60,620 | $ 664,944 | $ 5,454,286 | $ (4,707,730) | $ (166,567) | $ 11,218 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income | 846,912 | 846,912 | |||||||||||
Other comprehensive income (loss) | (192,006) | (192,006) | |||||||||||
Dividends: | |||||||||||||
Common Stock | $ (328,752) | $ (111,662) | $ (328,752) | $ (111,662) | |||||||||
Conversion of Class B Common Stock into Common Stock | 0 | 0 | 0 | ||||||||||
Stock-based compensation | 52,870 | 52,870 | |||||||||||
Exercise of stock options and incentive-based transactions | 159,621 | 36,372 | 123,249 | ||||||||||
Repurchase of common stock | (576,755) | (576,755) | |||||||||||
Acquisition of Lotte Shanghai Foods Co., Ltd. | 49,724 | 49,724 | |||||||||||
Earnings of and contributions from noncontrolling interests, net | 3,526 | 3,526 | |||||||||||
Ending balance, stockholders' equity at Dec. 31, 2014 | 1,519,530 | 0 | 299,281 | 60,620 | 754,186 | 5,860,784 | (5,161,236) | (358,573) | 64,468 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income | 512,951 | 512,951 | |||||||||||
Other comprehensive income (loss) | (14,604) | (12,452) | (2,152) | ||||||||||
Dividends: | |||||||||||||
Common Stock | (352,953) | (123,179) | (352,953) | (123,179) | |||||||||
Stock-based compensation | 50,722 | 50,722 | |||||||||||
Exercise of stock options and incentive-based transactions | 79,704 | 8,204 | 71,500 | ||||||||||
Repurchase of common stock | (582,623) | (582,623) | |||||||||||
Impact of reclassification to and purchase of redeemable noncontrolling interest | (42,663) | (29,235) | (13,428) | ||||||||||
Earnings of and contributions from noncontrolling interests, net | 577 | 577 | |||||||||||
Ending balance, stockholders' equity at Dec. 31, 2015 | 1,047,462 | 0 | 299,281 | 60,620 | 783,877 | 5,897,603 | (5,672,359) | (371,025) | 49,465 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income | 720,044 | 720,044 | |||||||||||
Other comprehensive income (loss) | (8,527) | (4,863) | (3,664) | ||||||||||
Dividends: | |||||||||||||
Common Stock | $ (369,292) | $ (132,394) | $ (369,292) | $ (132,394) | |||||||||
Stock-based compensation | 54,429 | 54,429 | |||||||||||
Exercise of stock options and incentive-based transactions | 112,485 | 31,551 | 80,934 | ||||||||||
Repurchase of common stock | (592,550) | (592,550) | |||||||||||
Earnings of and contributions from noncontrolling interests, net | (3,970) | (3,970) | |||||||||||
Ending balance, stockholders' equity at Dec. 31, 2016 | $ 827,687 | $ 0 | $ 299,281 | $ 60,620 | $ 869,857 | $ 6,115,961 | $ (6,183,975) | $ (375,888) | $ 41,831 |
CONSOLIDATED STATEMENTS OF STO8
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Oct. 02, 2016 | Jul. 03, 2016 | Apr. 03, 2016 | Dec. 31, 2015 | Oct. 04, 2015 | Jul. 05, 2015 | Apr. 05, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Common stock | |||||||||||
Dividends paid per share (USD per share) | $ 0.618 | $ 0.618 | $ 0.583 | $ 0.583 | $ 0.583 | $ 0.583 | $ 0.535 | $ 0.535 | $ 2.402 | $ 2.236 | $ 2.04 |
Class B common stock | |||||||||||
Dividends paid per share (USD per share) | $ 0.562 | $ 0.562 | $ 0.530 | $ 0.530 | $ 0.53 | $ 0.53 | $ 0.486 | $ 0.486 | $ 2.184 | $ 2.032 | $ 1.842 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business The Hershey Company together with its wholly-owned subsidiaries and entities in which it has a controlling interest,(the “Company,” “Hershey,” “we” or “us”) is a global confectionery leader known for its branded portfolio of chocolate, sweets, mints and other great-tasting snacks. The Company has more than 80 brands worldwide including such iconic brand names as Hershey’s, Reese’s, Kisses, Jolly Rancher and Ice Breakers, which are marketed, sold and distributed in approximately 70 countries worldwide. Hershey is focused on growing its presence in key international markets while continuing to build its competitive advantage in North America. The Company currently operates through two reportable segments that are aligned with its management structure and the key markets it serves: North America and International and Other. For additional information on our segment presentation, see Note 11. Basis of Presentation Our consolidated financial statements include the accounts of The Hershey Company and its majority-owned or controlled subsidiaries. Intercompany transactions and balances have been eliminated. We have a controlling financial interest if we own a majority of the outstanding voting common stock and minority shareholders do not have substantive participating rights, we have significant control through contractual or economic interests in which we are the primary beneficiary or we have the power to direct the activities that most significantly impact the entity's economic performance. Net income (loss) attributable to noncontrolling interests is not significant and is recorded within selling, marketing and administrative expense in the Consolidated Statements of Income. See Note 12 for additional information on our noncontrolling interests. We use the equity method of accounting when we have a 20% to 50% interest in other companies and exercise significant influence. In addition, we use the equity method of accounting for our investments in partnership entities which make equity investments in projects eligible to receive federal historic and energy tax credits. See Note 8 for additional information on our equity investments in partnership entities qualifying for tax credits. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying disclosures. Our significant estimates and assumptions include, among others, pension and other post-retirement benefit plan assumptions, valuation assumptions of goodwill and other intangible assets, useful lives of long-lived assets, marketing and trade promotion accruals and income taxes. These estimates and assumptions are based on management’s best judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and the effects of any revisions are reflected in the consolidated financial statements in the period that they are determined. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Revenue Recognition We record sales when all of the following criteria have been met: l A valid customer order with a fixed price has been received; l The product has been delivered to the customer; l There is no further significant obligation to assist in the resale of the product; and l Collectability is reasonably assured. Net sales include revenue from the sale of finished goods and royalty income, net of allowances for trade promotions, consumer coupon programs and other sales incentives, and allowances and discounts associated with aged or potentially unsaleable products. Trade promotions and sales incentives primarily include reduced price features, merchandising displays, sales growth incentives, new item allowances and cooperative advertising. Sales, use, value-added and other excise taxes are not recognized in revenue. In 2016 , 2015 and 2014 , approximately 25% , 26% and 25% , respectively, of our consolidated net sales were made to McLane Company, Inc., one of the largest wholesale distributors in the United States to convenience stores, drug stores, wholesale clubs and mass merchandisers and the primary distributor of our products to Wal-Mart Stores, Inc. Cost of Sales Cost of sales represents costs directly related to the manufacture and distribution of our products. Primary costs include raw materials, packaging, direct labor, overhead, shipping and handling, warehousing and the depreciation of manufacturing, warehousing and distribution facilities. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance and property taxes. Selling, Marketing and Administrative Expense Selling, marketing and administrative expense (“SM&A”) represents costs incurred in generating revenues and in managing our business. Such costs include advertising and other marketing expenses, selling expenses, research and development, administrative and other indirect overhead costs, amortization of capitalized software and depreciation of administrative facilities. Research and development costs, charged to expense as incurred, totaled $47,268 in 2016 , $49,281 in 2015 and $47,554 in 2014 . Advertising expense is also charged to expense as incurred and totaled $521,479 in 2016 , $561,644 in 2015 and $570,223 in 2014 . Prepaid advertising expense was $651 and $3,924 as of December 31, 2016 and 2015 , respectively. Cash Equivalents Cash equivalents consist of highly liquid debt instruments, time deposits and money market funds with original maturities of three months or less. The fair value of cash and cash equivalents approximates the carrying amount. Short-term Investments Short-term investments consist of bank term deposits that have original maturity dates ranging from greater than three months to twelve months. Short-term investments are carried at cost, which approximates fair value. Accounts Receivable—Trade In the normal course of business, we extend credit to customers that satisfy pre-defined credit criteria, based upon the results of our recurring financial account reviews and our evaluation of current and projected economic conditions. Our primary concentrations of credit risk are associated with Wal-Mart Stores, Inc. and McLane Company, Inc., two customers served principally by our North America segment. As of December 31, 2016 , McLane Company, Inc. accounted for approximately 19% of our total accounts receivable. Wal-Mart Stores, Inc. accounted for approximately 14% of our total accounts receivable as of December 31, 2016 . No other customer accounted for more than 10% of our year-end accounts receivable. We believe that we have little concentration of credit risk associated with the remainder of our customer base. Accounts receivable-trade in the Consolidated Balance Sheets is presented net of allowances and anticipated discounts of $40,153 and $32,638 at December 31, 2016 and 2015 , respectively. Inventories Inventories are valued at the lower of cost or market value, adjusted for the value of inventory that is estimated to be excess, obsolete or otherwise unsaleable. As of December 31, 2016 , approximately 54% of our inventories, representing the majority of our U.S. inventories, were valued under the last-in, first-out (“LIFO”) method. The remainder of our inventories in the U.S. and inventories for our international businesses are valued at the lower of first-in, first-out (“FIFO”) cost or market. LIFO cost of inventories valued using the LIFO method was $402,919 as of December 31, 2016 and $410,865 as of December 31, 2015 . The adjustment to LIFO, as shown in Note 16, approximates the excess of replacement cost over the stated LIFO inventory value. The net impact of LIFO acquisitions and liquidations was not material to 2016 , 2015 or 2014 . Property, Plant and Equipment Property, plant and equipment are stated at cost and depreciated on a straight-line basis over the estimated useful lives of the assets, as follows: 3 to 15 years for machinery and equipment; and 25 to 40 years for buildings and related improvements. Total depreciation expense for the years ended December 31, 2016 , 2015 and 2014 was $231,735 , $197,054 and $176,312 , respectively. Maintenance and repairs are expensed as incurred. We capitalize applicable interest charges incurred during the construction of new facilities and production lines and amortize these costs over the assets’ estimated useful lives. We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. We measure the recoverability of assets to be held and used by a comparison of the carrying amount of long-lived assets to future undiscounted net cash flows expected to be generated. If these assets are considered to be impaired, we measure impairment as the amount by which the carrying amount of the assets exceeds the fair value of the assets. We report assets held for sale or disposal at the lower of the carrying amount or fair value less cost to sell. We assess asset retirement obligations on a periodic basis and recognize the fair value of a liability for an asset retirement obligation in the period in which it is incurred if a reasonable estimate of fair value can be made. We capitalize associated asset retirement costs as part of the carrying amount of the long-lived asset. Computer Software We capitalize costs associated with software developed or obtained for internal use when both the preliminary project stage is completed and it is probable the software being developed will be completed and placed in service. Capitalized costs include only (i) external direct costs of materials and services consumed in developing or obtaining internal-use software, (ii) payroll and other related costs for employees who are directly associated with and who devote time to the internal-use software project and (iii) interest costs incurred, when material, while developing internal-use software. We cease capitalization of such costs no later than the point at which the project is substantially complete and ready for its intended purpose. The unamortized amount of capitalized software totaled $95,301 and $68,004 at December 31, 2016 and 2015 , respectively. We amortize software costs using the straight-line method over the expected life of the software, generally 3 to 5 years. Accumulated amortization of capitalized software was $322,807 and $304,057 as of December 31, 2016 and 2015 , respectively. Such amounts are recorded within other assets in the Consolidated Balance Sheets. We review the carrying value of software and development costs for impairment in accordance with our policy pertaining to the impairment of long-lived assets. Goodwill and Other Intangible Assets Goodwill and indefinite-lived intangible assets are not amortized, but are evaluated for impairment annually or more often if indicators of a potential impairment are present. Our annual impairment tests are conducted at the beginning of the fourth quarter. We test goodwill for impairment by performing a qualitative assessment or using a two-step quantitative process. If we choose to perform a qualitative assessment, we evaluate economic, industry and company-specific factors as an initial step in assessing the fair value of the related reporting unit. If we determine that it is more likely than not that the fair value of the reporting unit is less than its carrying value, the two-step process is then performed. Otherwise, no further testing is required. For those reporting units tested using the two-step process, we first compare the fair value of each reporting unit with the carrying amount of the reporting unit, including goodwill. If the estimated fair value of the reporting unit is less than the carrying amount of the reporting unit, we complete a second step to determine the amount of the goodwill impairment that we should record. In the second step, we determine an implied fair value of the reporting unit’s goodwill by allocating the reporting unit’s fair value to all of its assets and liabilities other than goodwill (including any unrecognized intangible assets). We compare the resulting implied fair value of the goodwill to the carrying amount and record an impairment charge for the difference. We test individual indefinite-lived intangible assets by comparing the estimated fair value with the book values of each asset. We determine the fair value of our reporting units and indefinite-lived intangible assets using an income approach. Under the income approach, we calculate the fair value of our reporting units and indefinite-lived intangible assets based on the present value of estimated future cash flows. Considerable management judgment is necessary to evaluate the impact of operating and macroeconomic changes and to estimate the future cash flows used to measure fair value. Our estimates of future cash flows consider past performance, current and anticipated market conditions and internal projections and operating plans which incorporate estimates for sales growth and profitability, and cash flows associated with taxes and capital spending. Additional assumptions include forecasted growth rates, estimated discount rates, which may be risk-adjusted for the operating market of the reporting unit, and estimated royalty rates that would be charged for comparable branded licenses. We believe such assumptions also reflect current and anticipated market conditions and are consistent with those that would be used by other marketplace participants for similar valuation purposes. Such assumptions are subject to change due to changing economic and competitive conditions. See Note 3 for additional information regarding the results of impairment tests. The cost of intangible assets with finite useful lives is amortized on a straight-line basis. Our finite-lived intangible assets consist primarily of certain trademarks, customer-related intangible assets and patents obtained through business acquisitions, which are amortized over estimated useful lives of approximately 25 years , 15 years , and 5 years , respectively. When certain events or changes in operating conditions indicate that the carrying value of these assets may not be recoverable, we perform an impairment assessment and may adjust the remaining useful lives. Currency Translation The financial statements of our foreign entities with functional currencies other than the U.S. dollar are translated into U.S. dollars, with the resulting translation adjustments recorded as a component of other comprehensive income (loss). Assets and liabilities are translated into U.S. dollars using the exchange rates in effect at the balance sheet date, while income and expense items are translated using the average exchange rates during the period. Derivative Instruments We use derivative instruments principally to offset exposure to market risks arising from changes in commodity prices, foreign currency exchange rates and interest rates. See Note 5 for additional information on our risk management strategy and the types of instruments we use. Derivative instruments are recognized on the balance sheet at their fair values. When we become party to a derivative instrument and intend to apply hedge accounting, we designate the instrument for financial reporting purposes as a cash flow or fair value hedge. The accounting for changes in fair value (gains or losses) of a derivative instrument depends on whether we have designated it and it qualified as part of a hedging relationship, as noted below: • Changes in the fair value of a derivative that is designated as a cash flow hedge are recorded in accumulated other comprehensive income (“AOCI”) to the extent effective and reclassified into earnings in the same period or periods during which the transaction hedged by that derivative also affects earnings. • Changes in the fair value of a derivative that is designated as a fair value hedge, along with the offsetting loss or gain on the hedged asset or liability that is attributable to the risk being hedged, are recorded in earnings, thereby reflecting in earnings the net extent to which the hedge is not effective in achieving offsetting changes in fair value. • Changes in the fair value of a derivative not designated as a hedging instrument are recognized in earnings in cost of sales or SM&A, consistent with the related exposure. For derivatives designated as hedges, we assess, both at the hedge's inception and on an ongoing basis, whether they are highly effective in offsetting changes in fair values or cash flows of hedged items. The ineffective portion, if any, is recorded directly in earnings. In addition, if we determine that a derivative is not highly effective as a hedge or that it has ceased to be a highly effective hedge, we discontinue hedge accounting prospectively. We do not hold or issue derivative instruments for trading or speculative purposes and are not a party to any instruments with leverage or prepayment features. Cash flows related to the derivative instruments we use to manage interest, commodity or other currency exposures are classified as operating activities. Reclassifications Certain prior period amounts have been reclassified to conform to current year presentation. Specifically, this includes amounts reclassified to conform to the current year presentation in the Consolidated Statements of Cash Flows. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers , which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers that supersedes most current revenue recognition guidance. This guidance requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires additional financial statement disclosures that will enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows relating to customer contracts. The new standard was originally effective for us on January 1, 2017; however, in July 2015 the FASB decided to defer the effective date by one year. Early application is not permitted, but reporting entities may choose to adopt the standard as of the original effective date. The standard permits the use of either the retrospective or cumulative effect transition method. In 2016, we continued our assessment of the new standard with a focus on identifying the performance obligations included within our revenue arrangements with customers and evaluating our methods of estimating the amount and timing of variable consideration. Based on our assessment to date, we do not currently expect adoption of the new standard to have a material impact on our consolidated financial statements. We currently plan to adopt the requirements of the new standard in the first quarter of 2018 utilizing the cumulative effect transition method. We are continuing our assessment, which may identify other impacts. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This ASU will require lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. This ASU also requires certain quantitative and qualitative disclosures. Accounting guidance for lessors is largely unchanged. The amendments should be applied on a modified retrospective basis. ASU 2016-02 is effective for us beginning January 1, 2019. We are in the process of developing an inventory of our lease arrangements in order to determine the impact that the adoption of ASU 2016-02 will have on our consolidated financial statements and related disclosures. Based on our assessment to date, we expect adoption of this standard to result in a material increase in lease-related assets and liabilities on our consolidated balance sheets; however, we do not expect it to have a significant impact on our consolidated statements of income or cash flows. In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . This ASU is part of the FASB's simplification initiative. The areas for simplification in this ASU involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods, with early adoption permitted. We are adopting this statement effective January 1, 2017 and we expect the revised classification of excess tax benefits to have a favorable impact on our 2017 net income. We do not expect it to have a significant impact on our consolidated balance sheets or statements of cash flows. No other new accounting pronouncement issued or effective during the fiscal year had or is expected to have a material impact on our consolidated financial statements or disclosures. |
BUSINESS ACQUISITIONS AND DIVES
BUSINESS ACQUISITIONS AND DIVESTITURES | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Business Acquisitions and Divestitures | BUSINESS ACQUISITIONS AND DIVESTITURES Acquisitions of businesses are accounted for as purchases and, accordingly, the results of operations of the businesses acquired have been included in the consolidated financial statements since the respective dates of the acquisitions. The purchase price for each of the acquisitions is allocated to the assets acquired and liabilities assumed. 2016 Acquisition Ripple Brand Collective, LLC On April 26, 2016 , we completed the acquisition of all of the outstanding shares of Ripple Brand Collective, LLC, a privately held company based in Congers, New York that owns the barkTHINS mass premium chocolate snacking brand. The barkTHINS brand is largely sold in the United States in take-home resealable packages and is available in the club channel, as well as select natural and conventional grocers. Our consolidated net sales for the year ended December 31, 2016 included approximately $35.6 million attributed to barkTHINS . The purchase consideration was allocated to assets acquired and liabilities assumed based on their respective fair values as follows: Goodwill $ 128,110 Trademarks 91,200 Other intangible assets 60,900 Other assets, primarily current assets, net of cash acquired totaling $674 12,375 Current liabilities (7,211 ) Net assets acquired $ 285,374 Goodwill is calculated as the excess of the purchase price over the fair value of the net assets acquired. The goodwill resulting from the acquisition is attributable primarily to the value of leveraging our brand building expertise, consumer insights, supply chain capabilities and retail relationships to accelerate growth and access to barkTHINS products. Acquired trademarks were assigned estimated useful lives of 27 years , while other intangibles, including customer relationships and covenants not to compete, were assigned estimated useful lives ranging from 2 to 14 years. The recorded goodwill, trademarks and other intangibles are expected to be deductible for tax purposes. 2015 Acquisition KRAVE Pure Foods In March 2015 , we completed the acquisition of all of the outstanding shares of KRAVE Pure Foods, Inc. (“Krave”), the Sonoma, California based manufacturer of Krave , a leading all-natural brand of premium meat snack products. The transaction was undertaken to allow Hershey to tap into the rapidly growing meat snacks category and further expand into the broader snacks space. Total purchase consideration included cash consideration of $220,016 , as well as agreement to pay additional cash consideration of up to $20,000 to the Krave shareholders if certain defined targets related to net sales and gross profit margin are met or exceeded during the twelve-month periods ending December 31, 2015 or March 31, 2016. The fair value of the contingent cash consideration was classified as a liability of $16,800 as of the acquisition date. Based on revised targets in a subsequent agreement with the Krave shareholders, the fair value was reduced over the second and third quarters of 2015 to $10,000 , with the adjustment to fair value recorded within selling, marketing and administrative expenses. The remaining $10,000 was paid in December 2015. The purchase consideration was allocated to assets acquired and liabilities assumed based on their respective fair values as follows: Goodwill $ 147,089 Trademarks 112,000 Other intangible assets 17,000 Other assets, primarily current assets, net of cash acquired totaling $1,362 9,465 Current liabilities (2,756 ) Non-current deferred tax liabilities (47,344 ) Net assets acquired $ 235,454 Goodwill was calculated as the excess of the purchase price over the fair value of the net assets acquired. The goodwill resulting from the acquisition was attributable primarily to the value of leveraging our brand building expertise, consumer insights, supply chain capabilities and retail relationships to accelerate growth and access to Krave products. The recorded goodwill is not expected to be deductible for tax purposes. 2014 Acquisitions Shanghai Golden Monkey On September 26, 2014 (the “Initial Acquisition”), our wholly-owned subsidiary, Hershey Netherlands B.V., acquired 80% of the total outstanding shares of Shanghai Golden Monkey Food Joint Stock Co., Ltd. (“SGM”), a privately held confectionery company based in Shanghai, China. The Golden Monkey product line is primarily sold in China's traditional trade channels. The business complements our position in China, and was undertaken to enable us to take advantage of SGM's distribution and manufacturing capabilities to expand sales of our Hershey products in the China marketplace. Our consolidated net sales for the year ended December 31, 2014 included approximately $54 million generated by SGM since the date of acquisition. The Initial Acquisition was funded by cash consideration of $394,470 , subject to working capital and net debt adjustments. At December 31, 2014, we had recorded a receivable of $37,860 , reflecting our current best estimate of the amount due from the selling SGM shareholders for the working capital and net debt adjustments. As part of the transaction, Hershey Netherlands B.V. contractually agreed to purchase the remaining 20% of the outstanding shares of SGM on the one -year anniversary of the Initial Acquisition, subject to the parties obtaining government and regulatory approvals and satisfaction of other closing conditions. At December 31, 2014, we had recorded a liability of $100,067 , reflecting the acquisition date fair value of the future payment to be made to the SGM shareholders. The goodwill that resulted from the SGM acquisition was attributable primarily to the value of providing an established platform to leverage our brands in the China market, as well as expected synergies and other benefits from the combined brand portfolios. The recorded goodwill is not deductible for tax purposes. During 2015, we recorded net increases to acquired goodwill for revisions to the acquired fair value of other assets and liabilities totaling $49,120 , resulting primarily from 1) our procedures to assess the quality of acquired trade accounts receivable, 2) our procedures to further evaluate and quantify outstanding pre-acquisition trade promotion commitments to distributors, as well as allowances for returns and discounts related to excess and unsalable inventory held at distributors and sales branches as of the acquisition date, and 3) our procedures to estimate the value of pre-acquisition indirect tax contingencies. In addition, we came to an agreement with the selling SGM shareholders to revise the aforementioned receivable and liability balances to reflect partial settlement of the receivable, whereby the receivable was adjusted to $8,685 and the liability was adjusted to $76,815 . Based on the updated information obtained throughout 2015, we updated our estimates of the acquisition-date fair values of the net assets acquired as of September 26, 2015, the conclusion of the one-year measurement period. Any subsequent revisions to the valuation of acquired net assets have been reflected in current results. A roll-forward of the estimated acquisition-date fair values at December 31, 2014 to the final acquisition-date fair values as of September 26, 2015, the conclusion of the one-year measurement period, is as follows: Acquisition date purchase price allocation* In millions of dollars At 12/31/14 Adjustments At 9/26/15 Accounts receivable - trade $ 46 $ (26 ) $ 20 Inventories 42 (1 ) 41 Other current assets 37 6 43 Property, plant and equipment 112 2 114 Goodwill 235 49 284 Other intangible assets 145 — 145 Other non-current assets 35 (3 ) 32 Current liabilities assumed (54 ) (20 ) (74 ) Short-term debt assumed (105 ) — (105 ) Other non-current liabilities assumed, principally deferred taxes (52 ) (2 ) (54 ) Net assets acquired $ 441 $ 446 * Note that the final opening balance sheet value of goodwill presented in the schedule above differs from total write-off of $280.8 million due to changes in foreign currency exchange rates since the date of acquisition (see Note 3). On February 3, 2016, we completed the purchase of the remaining 20% of the outstanding shares of SGM for cash consideration totaling $35,762 , pursuant to a new agreement entered into during the fourth quarter of 2015 with the selling SGM shareholders which revised the originally-agreed purchase price for these shares. For accounting purposes, we treated the acquisition as if we had acquired 100% at the initial acquisition date in 2014 and financed the payment for the remaining 20% of the outstanding shares. Therefore, the cash settlement of the liability for the purchase of these remaining shares is reflected within the financing section of the Consolidated Statements of Cash Flows. The final settlement also resulted in an extinguishment gain of $26,650 representing the net carrying amount of the recorded liability in excess of the cash paid to settle the obligation for the remaining 20% of the outstanding shares. This gain is recorded within non-operating other (income) expense, net within the Consolidated Statements of Income. The Allan Candy Company Limited In December 2014 , our wholly-owned subsidiary, Hershey Canada Inc., completed the acquisition of all of the outstanding shares of The Allan Candy Company Limited (“Allan”) for cash consideration of approximately $27,376 . Allan is headquartered in Ontario, Canada and manufactures certain non-chocolate products on behalf of Hershey, in addition to manufacturing and distributing its own branded products, principally in Canada. The preliminary purchase price allocation includes fixed assets of $10,897 , goodwill of $6,996 , other intangible assets of $8,092 , and other net assets of $1,391 . During the first half of 2015, we increased goodwill by $1,820 to recognize revisions to the preliminary fair value of net assets acquired. Lotte Shanghai Food Company In March 2014 , we acquired an additional 5.9% interest in Lotte Shanghai Foods Co., Ltd. (“LSFC”), a joint venture established in 2007 in China for the purpose of manufacturing and selling product to the venture partners. For this additional interest, we paid $5,580 in cash, increasing our ownership from 44.1% to 50% . At the same time, we also amended the LSFC shareholders' agreement resulting in our operational control over the venture. With the additional operational control, we reassessed our involvement with LSFC and concluded that we have a controlling financial interest. Therefore, we consolidated the venture as of the March 2014 acquisition date. We had previously accounted for our investment in LSFC using the equity method. Total consideration transferred was approximately $99,161 , including the $5,580 cash consideration paid, the estimated fair value of our previously held equity interest of $43,857 and the estimated fair value of the remaining noncontrolling interest in LSFC of $49,724 , which fair values were determined using a market-based approach. The fair value of the LSFC assets acquired and liabilities assumed on the acquisition date was $99,449 , including fixed assets of $106,253 , short-term debt obligations of $13,292 and other net assets of $6,488 . We recognized a gain of approximately $4,627 in connection with this transaction, primarily related to the remeasurement of the fair value of our equity interest immediately before the business combination. The gain is included in other (income) expense, net within our Consolidated Statement of Income for the year ended December 31, 2014. Additionally, cash acquired in the transaction exceeded the $5,580 paid for the controlling interest by $10,035 , resulting in a positive cash impact from the acquisition as presented in the Consolidated Statement of Cash Flows for the year ended December 31, 2014. Pro Forma Presentation and Acquisition Costs Pro forma results of operations have not been presented for these aforementioned acquisitions, as the impact to our consolidated financial statements was not material. In 2014, we incurred net acquisition-related costs primarily related to the SGM acquisition of $13,270 . These costs primarily consisted of third-party advisory fees and are recorded within selling, marketing and administrative costs in the Consolidated Statements of Income, with the exception of the 2014 costs reflecting net foreign currency exchange losses relating to our strategy to cap the SGM acquisition price as denominated in U.S. dollars, which are recorded within other (income) expense, net. Acquisition costs incurred in 2016 and 2015 were not significant. 2015 Divestiture In December 2014, we entered into an agreement to sell the Mauna Loa Macadamia Nut Corporation (“Mauna Loa”), a business that had historically been reported within our North America segment. The transaction closed in the first quarter of 2015, resulting in proceeds, net of selling expenses and an estimated working capital adjustment, of approximately $32,400 . As a result of the expected sale, in 2014, we recorded an estimated loss on the anticipated sale of $22,256 to reflect the disposal entity at fair value, less an estimate of the selling costs. This amount included impairment charges totaling $18,531 to write down goodwill and the indefinite-lived trademark intangible asset, based on the valuation of these assets as implied by the agreed-upon sales price. The sale of Mauna Loa resulted in the recording of an additional loss on sale of $2,667 in the first quarter of 2015, based on updates to the selling expenses and tax benefits. The loss on the sale is reflected within business realignment costs in the Consolidated Statements of Income. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | GOODWILL AND INTANGIBLE ASSETS The changes in the carrying value of goodwill by reportable segment for the years ended December 31, 2016 and 2015 are as follows: North America International and Other Total Goodwill $ 538,322 $ 336,179 $ 874,501 Accumulated impairment loss (4,973 ) (76,573 ) (81,546 ) Balance at January 1, 2015 533,349 259,606 792,955 Acquired during the period (see Note 2) 147,089 — 147,089 Impairment — (280,802 ) (280,802 ) Purchase price allocation adjustments 1,820 46,203 48,023 Foreign currency translation (20,175 ) (2,838 ) (23,013 ) Balance at December 31, 2015 662,083 22,169 684,252 Acquired during the period (see Note 2) 128,110 — 128,110 Foreign currency translation 1,997 (2,015 ) (18 ) Balance at December 31, 2016 $ 792,190 $ 20,154 $ 812,344 The $280,802 impairment charge recorded in 2015 resulted from our interim reassessment of the valuation of the SGM business, coupled with the write-down of goodwill attributed to the China chocolate business in connection with the SGM acquisition, as discussed below. In the second quarter of 2015, since the SGM business had been performing below expectations, with net sales and earnings levels well below pre-acquisition levels, we performed an interim impairment test of the SGM reporting unit as of July 5, 2015 using an income approach based on our estimates of future performance scenarios for the business. The results of this test indicated that the fair value of the reporting unit was less than the carrying amount as of the measurement date, suggesting that a goodwill impairment was probable, which required us to perform a second step analysis to confirm that an impairment exists and to determine the amount of the impairment based on our reassessed value of the reporting unit. Although preliminary, as a result of this reassessment, in the second quarter of 2015 we recorded an estimated $249,811 non-cash goodwill impairment charge, representing a write-down of all of the goodwill related to the SGM reporting unit as of July 5, 2015. During the third quarter of 2015, we increased the value of acquired goodwill by $16,599 , with the corresponding offset principally represented by the establishment of additional opening balance sheet liabilities (see Note 2). We also finalized the impairment test of the goodwill relating to the SGM reporting unit, which resulted in a write-off of this additional goodwill in the third quarter, for a total impairment of $266,409 . At this time, we also tested the other long-lived assets of SGM for recoverability by comparing the sum of the undiscounted cash flows to the carrying value of the asset group, and no impairment was indicated. In connection with the 2014 SGM acquisition, we assigned approximately $15 million of goodwill to our existing China chocolate business, as this reporting unit was expected to benefit from acquisition synergies relating to the sale of Golden Monkey-branded product through its Tier 1 and hypermarket distributor networks. As the net sales and earnings of our China business continued to be adversely impacted by macroeconomic challenges and changing consumer shopping behavior through the third quarter of 2015, we determined that an interim impairment test of the goodwill in this reporting unit was also required. We performed the first step of this test in the third quarter of 2015 using an income approach based on our estimates of future performance scenarios for the business. The results of this test suggested that a goodwill impairment was probable, and the conclusions of the second step analysis resulted in a write-down of $14,393 , representing the full value of goodwill attributed to this reporting unit as of October 4, 2015. In 2014, the annual impairment testing of our India reporting unit resulted in a $11,400 goodwill impairment charge and a $4,500 pre-tax write-down of a trademark associated with the India business. These impairment charges were largely a result of our decision to exit the oils portion of the India business and realign our approach to regional marketing and distribution in India. The following table provides the gross carrying amount and accumulated amortization for each major class of intangible asset: December 31, 2016 2015 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Intangible assets subject to amortization: Trademarks $ 317,023 $ (30,458 ) $ 227,511 $ (16,246 ) Customer-related 200,409 (36,482 ) 146,532 (26,643 ) Patents 16,426 (13,700 ) 16,857 (12,481 ) Total 533,858 (80,640 ) 390,900 (55,370 ) Intangible assets not subject to amortization: Trademarks 39,519 43,775 Total other intangible assets $ 492,737 $ 379,305 In connection with our annual impairment testing of indefinite lived intangible assets for 2016, we recognized a trademark impairment charge of $4,204 , primarily resulting from plans to discontinue a brand sold in India. Total amortization expense for the years ended December 31, 2016 , 2015 and 2014 was $26,687 , $22,306 and $10,849 , respectively. Amortization expense for the next five years, based on current intangible balances, is estimated to be as follows: Year ending December 31, 2017 2018 2019 2020 2021 Amortization expense $ 28,780 $ 27,240 $ 27,133 $ 26,894 $ 26,862 |
SHORT AND LONG-TERM DEBT
SHORT AND LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Short and Long-Term Debt | SHORT AND LONG-TERM DEBT Short-term Debt As a source of short-term financing, we utilize cash on hand and commercial paper or bank loans with an original maturity of three months or less. We maintain a $1.0 billion unsecured revolving credit facility, which currently expires in November 2020. This agreement also includes an option to increase borrowings by an additional $400,000 with the consent of the lenders. On June 16, 2016, we entered into an additional unsecured revolving credit facility that provided for borrowings up to $500,000 . We terminated this facility, which was scheduled to expire on June 15, 2017, effective October 24, 2016. The unsecured committed revolving credit agreement contains a financial covenant whereby the ratio of (a) pre-tax income from operations from the most recent four fiscal quarters to (b) consolidated interest expense for the most recent four fiscal quarters may not be less than 2.0 to 1.0 at the end of each fiscal quarter. The credit agreement also contains customary representations, warranties and events of default. Payment of outstanding advances may be accelerated, at the option of the lenders, should we default in our obligation under the credit agreement. As of December 31, 2016 , we complied with all customary affirmative and negative covenants and the financial covenant pertaining to our credit agreement. There were no significant compensating balance agreements that legally restricted these funds. In addition to the revolving credit facility, we maintain lines of credit with domestic and international commercial banks. Our credit limit in various currencies was $504,237 at December 31, 2016 and $516,916 at December 31, 2015 . These lines permit us to borrow at the respective banks’ prime commercial interest rates, or lower. We had short-term foreign bank loans against these lines of credit for $158,805 at December 31, 2016 and $313,520 at December 31, 2015 . Commitment fees relating to our revolving credit facility and lines of credit are not material. At December 31, 2016 , we had outstanding commercial paper totaling $473,666 , at a weighted average interest rate of 0.6% . At December 31, 2015 , we had outstanding commercial paper totaling $49,993 , at a weighted average interest rate of 0.4% . The maximum amount of short-term borrowings outstanding during 2016 was $997,120 . The weighted-average interest rate on short-term borrowings outstanding was 1.0% as of December 31, 2016 and 3.0% as of December 31, 2015 . Long-term Debt Long-term debt consisted of the following: December 31, 2016 2015 5.45% Notes due 2016 $ — $ 250,000 1.50% Notes due 2016 — 250,000 1.60% Notes due 2018 300,000 300,000 4.125% Notes due 2020 350,000 350,000 8.8% Debentures due 2021 84,715 84,715 2.625% Notes due 2023 250,000 250,000 3.20% Notes due 2025 300,000 300,000 2.30% Notes due 2026 500,000 — 7.2% Debentures due 2027 193,639 193,639 3.375% Notes due 2046 300,000 — Lease obligations 83,619 82,747 Net impact of interest rate swaps, debt issuance costs and unamortized debt discounts (14,275 ) (4,087 ) Total long-term debt 2,347,698 2,057,014 Less—current portion 243 499,923 Long-term portion $ 2,347,455 $ 1,557,091 In September 2016, we repaid $250,000 of 5.45% Notes due in 2016 upon their maturity. In November 2016, we repaid $250,000 of 1.50% Notes due in 2016 upon their maturity. In August 2016, we issued $500,000 of 2.30% Notes due in 2026 and $300,000 of 3.375% Notes due in 2046 (the "Notes"). Proceeds from the issuance of the Notes, net of discounts and issuance costs, totaled $792,953 . The Notes were issued under a shelf registration statement on Form S-3 filed in June 2015 that registered an indeterminate amount of debt securities. In August 2015, we paid $100,165 to repurchase $71,646 of our long-term debt as part of a cash tender offer, consisting of $15,285 of our 8.80% Debentures due in 2021 and $56,361 of our 7.20% Debentures due in 2027. We used a portion of the proceeds from the Notes issued in August 2015 to fund the repurchase. As a result of the repurchase, we recorded interest expense of $28,326 which represented the premium paid for the tender offer as well as the write-off of the related unamortized debt discount and debt issuance costs. Upon extinguishment of the debt, we unwound the fixed-to-floating interest rate swaps related to the tendered bonds and recognized a gain of $278 currently in interest expense resulting from the hedging instruments. Aggregate annual maturities of long-term debt are as follows for the years ending December 31: 2017 $ 243 2018 300,279 2019 367 2020 350,462 2021 85,279 Thereafter 1,611,068 Our debt is principally unsecured and of equal priority. None of our debt is convertible into our Common Stock. Interest Expense Net interest expense consisted of the following: For the years ended December 31, 2016 2015 2014 Interest expense $ 97,851 $ 93,520 $ 93,777 Capitalized interest (5,903 ) (12,537 ) (6,179 ) Loss on extinguishment of debt — 28,326 — Interest expense 91,948 109,309 87,598 Interest income (1,805 ) (3,536 ) (4,066 ) Interest expense, net $ 90,143 $ 105,773 $ 83,532 |
DERIVATIVE INSTRUMENTS
DERIVATIVE INSTRUMENTS | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | DERIVATIVE INSTRUMENTS We are exposed to market risks arising principally from changes in foreign currency exchange rates, interest rates and commodity prices. We use certain derivative instruments to manage these risks. These include interest rate swaps to manage interest rate risk, foreign currency forward exchange contracts and options to manage foreign currency exchange rate risk, and commodities futures and options contracts to manage commodity market price risk exposures. In entering into these contracts, we have assumed the risk that might arise from the possible inability of counterparties to meet the terms of their contracts. We mitigate this risk by entering into exchanged-traded contracts with collateral posting requirements and/or by performing financial assessments prior to contract execution, conducting periodic evaluations of counterparty performance and maintaining a diverse portfolio of qualified counterparties. We do not expect any significant losses from counterparty defaults. Commodity Price Risk We enter into commodities futures and options contracts and other commodity derivative instruments to reduce the effect of future price fluctuations associated with the purchase of raw materials, energy requirements and transportation services. We generally hedge commodity price risks for 3 - to 24 -month periods. Our open commodity derivative contracts had a notional value, assuming year-end market prices, of $739,374 as of December 31, 2016 and $374,873 as of December 31, 2015. Through 2015, we designated the majority of our commodity derivative instruments as cash flow hedges under the hedge accounting requirements. Under hedge accounting, we account for the effective portion of mark-to-market gains and losses on commodity derivative instruments in other comprehensive income, to be recognized in cost of sales in the same period that we record the hedged raw material requirements in cost of sales. The ineffective portion of gains and losses is recorded currently in cost of sales. Effective July 6, 2015 for cocoa commodity derivatives and January 1, 2016 for other commodity derivatives, we discontinued the designation of any of our existing or new cocoa or other commodity derivatives for hedge accounting treatment. Since such dates, changes in the fair value of these derivatives have been recorded as incurred within cost of sales. Effective as of such dates, we also revised our definition of segment income to exclude gains and losses on commodity derivatives until the related inventory is sold. This change to our definition of segment income enables us to continue to align the derivative gains and losses with the underlying economic exposure being hedged and thereby eliminate the mark-to-market volatility within our reported segment income. Foreign Exchange Price Risk We are exposed to foreign currency exchange rate risk related to our international operations, including non-functional currency intercompany debt and other non-functional currency transactions of certain subsidiaries. Principal currencies hedged include the euro, Canadian dollar, Japanese yen, and Brazilian real. We typically utilize foreign currency forward exchange contracts and options to hedge these exposures for periods ranging from 3 to 12 months . The contracts are either designated as cash flow hedges or are undesignated. The net notional amount of foreign exchange contracts accounted for as cash flow hedges was $68,263 at December 31, 2016 and $10,752 at December 31, 2015 . The effective portion of the changes in fair value on these contracts is recorded in other comprehensive income and reclassified into earnings in the same period in which the hedged transactions affect earnings. The net notional amount of foreign exchange contracts that are not designated as accounting hedges was $2,791 at December 31, 2016 and December 31, 2015 , respectively. The change in fair value on these instruments is recorded directly in cost of sales or selling, marketing and administrative expense, depending on the nature of the underlying exposure. Interest Rate Risk In order to manage interest rate exposure, from time to time we enter into interest rate swap agreements to protect against unfavorable interest rate changes relating to forecasted debt transactions. These swaps are designated as cash flow hedges, with gains and losses deferred in other comprehensive income to be recognized as an adjustment to interest expense in the same period that the hedged interest payments affect earnings. We had one interest rate swap agreement in a cash flow hedging relationship with a notional amount of $500,000 at December 31, 2015 . This interest rate swap agreement was settled in connection with the issuance of debt in August 2016, resulting in a payment of approximately $87,000 which is reflected as an operating cash flow within the Consolidated Statement of Cash Flows. We also manage our targeted mix of fixed and floating rate debt with debt issuances and by entering into fixed-to-floating interest rate swaps in order to mitigate fluctuations in earnings and cash flows that may result from interest rate volatility. These swaps are designated as fair value hedges, for which the gain or loss on the derivative and the offsetting loss or gain on the hedged item are recognized in current earnings as interest expense (income), net. We had one interest rate derivative instrument in a fair value hedging relationship with a notional amount of $350,000 at December 31, 2016 and 2015. Equity Price Risk We are exposed to market price changes in certain broad market indices related to our deferred compensation obligations to our employees. To mitigate this risk, we use equity swap contracts to hedge the portion of the exposure that is linked to market-level equity returns. These contracts are not designated as hedges for accounting purposes and are entered into for periods of 3 to 12 months . The change in fair value of these derivatives is recorded in selling, marketing and administrative expense, together with the change in the related liabilities. The notional amount of the contracts outstanding at December 31, 2016 was $22,099 . The following table presents the classification of derivative assets and liabilities within the Consolidated Balance Sheets as of December 31, 2016 and 2015 : December 31, 2016 2015 Assets (1) Liabilities (1) Assets (1) Liabilities (1) Derivatives designated as cash flow hedging instruments: Commodities futures and options (2) $ — $ — $ — $ 479 Foreign exchange contracts 2,229 809 367 475 Interest rate swap agreements — — — 40,299 2,229 809 367 41,253 Derivatives designated as fair value hedging instruments: Interest rate swap agreements 1,768 — 4,313 — Derivatives not designated as hedging instruments: Commodities futures and options (2) 2,348 10,000 — 1,574 Deferred compensation derivatives 717 — 1,198 — Foreign exchange contracts — 16 69 — 3,065 10,016 1,267 1,574 Total $ 7,062 $ 10,825 $ 5,947 $ 42,827 (1) Derivatives assets are classified on our balance sheet within prepaid expenses and other as well as other assets. Derivative liabilities are classified on our balance sheet within accrued liabilities and other long-term liabilities. (2) As of December 31, 2016 , assets and liabilities include the net of assets of $140,885 and liabilities of $150,872 associated with cash transfers receivable or payable on commodities futures contracts reflecting the change in quoted market prices on the last trading day for the period. The comparable amounts reflected on a net basis in liabilities at December 31, 2015 were assets of $54,090 and liabilities of $54,860 . At December 31, 2016 and 2015, the remaining amount reflected in assets and liabilities related to the fair value of other non-exchange traded derivative instruments, respectively. Income Statement Impact of Derivative Instruments The effect of derivative instruments on the Consolidated Statements of Income for the years ended December 31, 2016 and December 31, 2015 was as follows: Non-designated Hedges Cash Flow Hedges Gains (losses) recognized in income (a) Gains (losses) recognized in other comprehensive income (“OCI”) (effective portion) Gains (losses) reclassified from accumulated OCI into income (effective portion) (b) Gains recognized in income (ineffective portion) (c) 2016 2015 2016 2015 2016 2015 2016 2015 Commodities futures and options $ (171,753 ) $ (2,777 ) $ — $ 84,382 $ 30,783 $ 40,600 $ — $ 987 Foreign exchange contracts (46 ) 487 (5,485 ) (155 ) (5,625 ) 956 — — Interest rate swap agreements — — (47,223 ) (22,388 ) (8,676 ) (4,922 ) — — Deferred compensation derivatives 2,203 173 — — — — — — Total $ (169,596 ) $ (2,117 ) $ (52,708 ) $ 61,839 $ 16,482 $ 36,634 $ — $ 987 (a) Gains (losses) recognized in income for non-designated commodities futures and options contracts were included in cost of sales. Gains (losses) recognized in income for non-designated foreign currency forward exchange contracts and deferred compensation derivatives were included in selling, marketing and administrative expenses. (b) Gains (losses) reclassified from AOCI into income were included in cost of sales for commodities futures and options contracts and for foreign currency forward exchange contracts designated as hedges of purchases of inventory or other productive assets. Other gains (losses) for foreign currency forward exchange contracts were included in selling, marketing and administrative expenses. Losses reclassified from AOCI into income for interest rate swap agreements were included in interest expense. (c) Gains representing hedge ineffectiveness were included in cost of sales for commodities futures and options contracts. The amount of pretax net losses on derivative instruments, including interest rate swap agreements, foreign currency forward exchange contracts and options, commodities futures and options contracts, and other commodity derivative instruments expected to be reclassified into earnings in the next 12 months was approximately $7,824 as of December 31, 2016 . This amount was primarily associated with interest rate swap agreements. Fair Value Hedges For the years ended December 31, 2016 and 2015 , we recognized a net pretax benefit to interest expense of $4,365 and $6,905 relating to our fixed-to-floating interest swap arrangements. |
FAIR VALUE MEASUREMENTS FAIR VA
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2016 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS Accounting guidance on fair value measurements requires that financial assets and liabilities be classified and disclosed in one of the following categories of the fair value hierarchy: Level 1 – Based on unadjusted quoted prices for identical assets or liabilities in an active market. Level 2 – Based on observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3 – Based on unobservable inputs that reflect the entity's own assumptions about the assumptions that a market participant would use in pricing the asset or liability. We did not have any level 3 financial assets or liabilities, nor were there any transfers between levels during the periods presented. The following table presents assets and liabilities that were measured at fair value in the Consolidated Balance Sheet on a recurring basis as of December 31, 2016 and 2015 : Assets (Liabilities) Level 1 Level 2 Level 3 Total December 31, 2016: Derivative Instruments: Assets: Foreign exchange contracts (1) $ — $ 2,229 $ — $ 2,229 Interest rate swap agreements (2) — 1,768 — 1,768 Deferred compensation derivatives (3) — 717 — 717 Commodities futures and options (4) 2,348 — — 2,348 Liabilities: Foreign exchange contracts (1) — 825 — 825 Interest rate swap agreements (2) — — — — Commodities futures and options (4) 10,000 — — 10,000 December 31, 2015: Assets: Foreign exchange contracts (1) $ — $ 436 $ — $ 436 Interest rate swap agreements (2) — 4,313 — 4,313 Deferred compensation derivatives (3) — 1,198 — 1,198 Liabilities: Foreign exchange contracts (1) — 475 — 475 Interest rate swap agreements (2) — 40,299 — 40,299 Commodities futures and options (4) 2,053 — — 2,053 (1) The fair value of foreign currency forward exchange contracts is the difference between the contract and current market foreign currency exchange rates at the end of the period. We estimate the fair value of foreign currency forward exchange contracts on a quarterly basis by obtaining market quotes of spot and forward rates for contracts with similar terms, adjusted where necessary for maturity differences. (2) The fair value of interest rate swap agreements represents the difference in the present value of cash flows calculated at the contracted interest rates and at current market interest rates at the end of the period. We calculate the fair value of interest rate swap agreements quarterly based on the quoted market price for the same or similar financial instruments. (3) The fair value of deferred compensation derivatives is based on quoted prices for market interest rates and a broad market equity index. (4) The fair value of commodities futures and options contracts is based on quoted market prices. Other Financial Instruments The carrying amounts of cash and cash equivalents, short-term investments, accounts receivable, accounts payable and short-term debt approximated fair values as of December 31, 2016 and December 31, 2015 because of the relatively short maturity of these instruments. The estimated fair value of our long-term debt is based on quoted market prices for similar debt issues and is, therefore, classified as Level 2 within the valuation hierarchy. The fair values and carrying values of long-term debt, including the current portion, were as follows: Fair Value Carrying Value At December 31, 2016 2015 2016 2015 Current portion of long-term debt $ 243 $ 509,580 $ 243 $ 499,923 Long-term debt 2,379,054 1,668,379 2,347,455 1,557,091 Total 2,379,297 $ 2,177,959 2,347,698 $ 2,057,014 Other Fair Value Measurements In addition to assets and liabilities that are recorded at fair value on a recurring basis, GAAP requires that, under certain circumstances, we also record assets and liabilities at fair value on a nonrecurring basis. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges. As discussed in Note 3, we conducted an interim impairment test on the goodwill generated by the SGM acquisition, which resulted in impairment charges totaling $280,802 . In 2016 and 2014, as discussed in Note 3, in connection with our annual impairment testing of goodwill and indefinite-lived intangible assets, we recorded impairment charges totaling $4,204 and $15,900 , respectively. These charges were determined by comparing the fair value of the assets to their carrying value. The fair value of the assets was derived using discounted cash flow analyses based on Level 3 inputs. As discussed in Note 2, in connection with the planned Mauna Loa divestiture, we classified the net assets as held for sale as of December 31, 2014, resulting in a write down of $18,531 based upon the agreed-upon sales price and related transaction costs. The loss was calculated based on Level 3 inputs and included in 2014 earnings. |
BUSINESS REALIGNMENT ACTIVITIES
BUSINESS REALIGNMENT ACTIVITIES | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Business Realignment Activities | BUSINESS REALIGNMENT ACTIVITIES We are currently pursuing several business realignment activities designed to increase our efficiency and focus our business behind our key growth strategies. Costs recorded in 2016 , 2015 and 2014 related to these activities are as follows: For the years ended December 31, 2016 2015 2014 Operational Optimization Program: Severance $ 17,872 $ — $ — Accelerated depreciation 48,590 — — Other program costs 21,831 — — 2015 Productivity Initiative: Severance — 81,290 — Pension settlement charges 13,669 10,178 — Other program costs 5,609 14,285 — Other international restructuring programs: Severance — 6,651 2,947 Accelerated depreciation and amortization — 5,904 — Mauna Loa Divestiture (see Note 2) — 2,667 22,256 Project Next Century — — 9,087 Total $ 107,571 $ 120,975 $ 34,290 The costs and related benefits of the Operational Optimization Program relate approximately 25% to the North America segment and 75% to the International and Other segment. The costs and related benefits to be derived from the 2015 Productivity Initiative relate primarily to the North American segment, while the costs and related benefits of the other international programs relate primary to the International and Other segment. However, segment operating results do not include these business realignment expenses because we evaluate segment performance excluding such costs. 2016 Operational Optimization Program In the second quarter of 2016, we commenced a program (the “Operational Optimization Program”) to optimize our production and supply chain network, which includes select facility consolidations. The program encompasses the continued transition of our China chocolate and SGM operations into a united Golden Hershey platform, including the integration of the China sales force, as well as workforce planning efforts and the consolidation of production within certain facilities in China and North America. We have incurred pre-tax costs of $88,293 to date, including non-cash asset-related incremental depreciation costs, severance and employee benefit costs, costs to consolidate and relocate production, and third-party costs incurred to execute these activities. We currently expect to incur additional cash costs of approximately $37 million over the next two years to complete this program. 2015 Productivity Initiative In mid-2015, we initiated a productivity initiative (the “2015 Productivity Initiative”) intended to move decision making closer to the customer and the consumer, to enable a more enterprise-wide approach to innovation, to more swiftly advance our knowledge agenda, and to provide for a more efficient cost structure, while ensuring that we effectively allocate resources to future growth areas. Overall, the 2015 Productivity Initiative was undertaken to simplify the organizational structure to enhance the Company's ability to rapidly anticipate and respond to the changing demands of the global consumer. The 2015 Productivity Initiative was executed throughout the third and fourth quarters of 2015, resulting in a net reduction of approximately 300 positions, with the majority of the departures taking place by the end of 2015. For the year ended December 31, 2016 , we incurred charges totaling $19,278 , representing pension settlement charges, adjustments to estimated severance benefits and incremental third-party costs related to the design and implementation of the new organizational structure. The 2015 Productivity Initiative was completed during the third quarter 2016. We incurred total costs of $125,031 relating to this program, including pension settlement charges of $13,669 recorded in 2016 and $10,178 recorded in 2015 relating to lump sum withdrawals by employees retiring or leaving the Company as a result of this program. Other international restructuring programs Costs incurred for the year ended December 31, 2015 related principally to accelerated depreciation and amortization and employee severance costs for a couple of programs commenced in 2014 to rationalize certain non-U.S. manufacturing and distribution activities and to establish our own sales and distribution teams in Brazil in connection with our exit from the Bauducco joint venture. Project Next Century The 2014 costs shown relate primarily to the demolition of the Company’s former manufacturing facility, representing the final phase of the Project Next Century program. As of December 31, 2014, we have concluded the Project Next Century. Total costs associated with business realignment activities are classified in our Consolidated Statements of Income as follows: For the years ended December 31, 2016 2015 2014 Cost of sales $ 58,106 $ 8,801 $ 1,622 Selling, marketing and administrative expense 16,939 17,368 2,947 Business realignment costs 32,526 94,806 29,721 Total costs associated with business realignment activities $ 107,571 $ 120,975 $ 34,290 The following table presents the liability activity for employee-related costs qualifying as exit and disposal costs for the year ended December 31, 2016 : Total Liability balance at December 31, 2015 $ 16,310 2016 business realignment charges (1) 18,857 Cash payments (31,522 ) Other, net 80 Liability balance at December 31, 2016 (reported within accrued liabilities) $ 3,725 (1) The costs reflected in the liability roll-forward above do not include items charged directly to expense, such as accelerated depreciation and amortization and the loss on the Mauna Loa divestiture and certain of the third-party charges associated with various programs, as those items are not reflected in the business realignment liability in our Consolidated Balance Sheets. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The components of income (loss) before income taxes are as follows: For the years ended December 31, 2016 2015 2014 Domestic $ 1,395,440 $ 1,357,618 $ 1,320,738 Foreign (295,959 ) (455,771 ) (14,695 ) Income before income taxes $ 1,099,481 $ 901,847 $ 1,306,043 The components of our provision for income taxes are as follows: For the years ended December 31, 2016 2015 2014 Current: Federal $ 391,705 $ 409,060 $ 385,642 State 51,706 47,978 52,331 Foreign (25,877 ) (29,605 ) 2,362 417,534 427,433 440,335 Deferred: Federal (7,706 ) (31,153 ) 20,649 State (452 ) (2,346 ) 2,725 Foreign (29,939 ) (5,038 ) (4,578 ) (38,097 ) (38,537 ) 18,796 Total provision for income taxes $ 379,437 $ 388,896 $ 459,131 The income tax benefit associated with stock-based compensation of $17,814 and $24,839 for the years ended December 31, 2016 and 2015 , respectively, reduced accrued income taxes on the Consolidated Balance Sheets. We credited additional paid-in capital to reflect the net excess income tax benefits. Deferred taxes reflect temporary differences between the tax basis and financial statement carrying value of assets and liabilities. The significant temporary differences that comprised the deferred tax assets and liabilities are as follows: December 31, 2016 2015 Deferred tax assets: Post-retirement benefit obligations $ 90,584 $ 95,763 Accrued expenses and other reserves 141,228 163,908 Stock-based compensation 48,500 46,665 Derivative instruments 44,010 8,858 Pension 14,662 28,940 Lease financing obligation 18,950 18,947 Accrued trade promotion reserves 50,463 36,501 Net operating loss carryforwards 143,085 99,155 Capital loss carryforwards 38,691 44,546 Other 14,452 14,444 Gross deferred tax assets 604,625 557,727 Valuation allowance (235,485 ) (207,055 ) Total deferred tax assets 369,140 350,672 Deferred tax liabilities: Property, plant and equipment, net 202,300 218,729 Acquired intangibles 113,074 120,420 Inventories 27,608 20,063 Other 8,884 8,258 Total deferred tax liabilities 351,866 367,470 Net deferred tax assets (liabilities) $ 17,274 $ (16,798 ) Included in: Non-current deferred tax assets, net 56,861 36,390 Non-current deferred tax liabilities, net (39,587 ) (53,188 ) Net deferred tax assets (liabilities) $ 17,274 $ (16,798 ) We believe that it is more likely than not that the results of future operations will generate sufficient taxable income to realize the net deferred tax assets. Changes in deferred tax assets for net operating loss carryforwards resulted primarily from current year losses in foreign jurisdictions. Changes in deferred tax assets for derivative instruments resulted primarily from the tax impact of our payment to settle an interest rate swap in 2016. The valuation allowances as of December 31, 2016 and 2015 are primarily related to U.S. capital loss carryforwards and various foreign jurisdictions' net operating loss carryforwards and other deferred tax assets that we do not expect to realize. The following table reconciles the federal statutory income tax rate with our effective income tax rate: For the years ended December 31, 2016 2015 2014 Federal statutory income tax rate 35.0 % 35.0 % 35.0 % Increase (reduction) resulting from: State income taxes, net of Federal income tax benefits 3.4 4.2 3.0 Qualified production income deduction (3.8 ) (4.4 ) (2.4 ) Business realignment and impairment charges and gain on sale of trademark licensing rights 0.4 10.8 0.7 Foreign rate differences 3.6 2.2 (0.1 ) Historic and solar tax credits (3.3 ) (3.3 ) — Other, net (0.8 ) (1.4 ) (1.0 ) Effective income tax rate 34.5 % 43.1 % 35.2 % A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: December 31, 2016 2015 Balance at beginning of year $ 33,411 $ 32,230 Additions for tax positions taken during prior years 2,804 1,122 Reductions for tax positions taken during prior years (4,080 ) (2,112 ) Additions for tax positions taken during the current year 9,100 6,623 Settlements — (702 ) Expiration of statutes of limitations (5,233 ) (3,750 ) Balance at end of year $ 36,002 $ 33,411 The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $27,691 as of December 31, 2016 and $25,947 as of December 31, 2015 . We report accrued interest and penalties related to unrecognized tax benefits in income tax expense. We recognized a net tax benefit of $75 in 2016 , a net tax expense of $1,153 in 2015 and a net tax benefit of $9,082 in 2014 for interest and penalties. Accrued net interest and penalties were $3,716 as of December 31, 2016 and $3,791 as of December 31, 2015 . We file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. A number of years may elapse before an uncertain tax position, for which we have unrecognized tax benefits, is audited and finally resolved. While it is often difficult to predict the final outcome or the timing of resolution of any particular uncertain tax position, we believe that our unrecognized tax benefits reflect the most likely outcome. We adjust these unrecognized tax benefits, as well as the related interest, in light of changing facts and circumstances. Settlement of any particular position could require the use of cash. Favorable resolution would be recognized as a reduction to our effective income tax rate in the period of resolution. The number of years with open tax audits varies depending on the tax jurisdiction. Our major taxing jurisdictions include the United States (federal and state), Canada, China and Mexico. U.S., Canadian, Chinese and Mexican federal audit issues typically involve the timing of deductions and transfer pricing adjustments. Tax examinations by the U.S. Internal Revenue Service and various state taxing authorities could be conducted for years beginning in 2013. We are no longer subject to Canadian federal income tax examinations by the Canada Revenue Agency (“CRA”) for years before 2007. In 2013, the CRA concluded its audit for 2007 through 2009 and issued a letter to us indicating proposed adjustments primarily associated with business realignment charges and transfer pricing. In 2014, the CRA withdrew the proposed adjustments related to business realignment charges and transfer pricing of inventory, and we paid a $1,600 assessment related to other cross-border adjustments. Also in 2014, the CRA concluded its audit for 2010 through 2012 and issued a letter to us indicating proposed transfer pricing adjustments, and we paid a $612 assessment. We provided notice to the U.S. Competent Authority and the CRA provided notice to the Canada Competent Authority of the likely need for their assistance to resolve the adjustments for 2007 through 2012. Accordingly, as of December 31, 2016 , we recorded a non-current receivable of approximately $1,449 associated with the anticipated resolution of the adjustments by the Competent Authority of each country. In the fourth quarter of 2016, the CRA commenced its audit of our Canadian income tax returns for 2014 through May 2015. We are no longer subject to Chinese federal income tax examinations by the China State Administration of Taxation ("China SAT") for years before 2011. We are no longer subject to Mexican federal income tax examinations by the Servicio de Administracion Tributaria (“Mexico SAT”) for years before 2010. We work with the IRS, the CRA, the China SAT and the Mexico SAT to resolve proposed audit adjustments and to minimize the amount of adjustments. We do not anticipate that any potential tax adjustments will have a significant impact on our financial position or results of operations. We reasonably expect reductions in the liability for unrecognized tax benefits of approximately $4,160 within the next 12 months because of the expiration of statutes of limitations and settlements of tax audits. As of December 31, 2016 , we had approximately $291,387 of undistributed earnings of our international subsidiaries. We intend to continue to reinvest earnings outside the United States for the foreseeable future and, therefore, have not recognized any U.S. tax expense on these earnings. It is not practicable for us to determine the amount of unrecognized U.S. tax expense on these reinvested international earnings. Investments in Partnerships Qualifying for Tax Credits In 2016, we continued to invest in partnerships which make equity investments in projects eligible to receive federal historic and energy tax credits. The investments are accounted for under the equity method and reported within other assets in our Consolidated Balance Sheets. The tax credits, when realized, are recognized as a reduction of tax expense, at which time the corresponding equity investment is written-down to reflect the remaining value of the future benefits to be realized. For the years ended December 31, 2016 and 2015 , we recognized investment tax credits and related outside basis difference benefit totaling $52,342 and $43,437 , respectively, and we wrote-down the equity investment by $43,482 and $39,489 , respectively, to reflect the realization of these benefits. The equity investment write-down is reflected within other (income) expense, net in the Consolidated Statements of Income. |
PENSION AND OTHER POST-RETIREME
PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension and Other Post-Retirement Benefit Plans | PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS We sponsor a number of defined benefit pension plans. The primary plans are The Hershey Company Retirement Plan and The Hershey Company Retirement Plan for Hourly Employees. These are cash balance plans that provide pension benefits for most domestic employees hired prior to January 1, 2007. We also sponsor two post-retirement benefit plans: health care and life insurance. The health care plan is contributory, with participants’ contributions adjusted annually. The life insurance plan is non-contributory. Obligations and Funded Status A summary of the changes in benefit obligations, plan assets and funded status of these plans is as follows: Pension Benefits Other Benefits December 31, 2016 2015 2016 2015 Change in benefit obligation Projected benefit obligation at beginning of year $ 1,169,424 $ 1,260,895 $ 255,617 $ 294,064 Service cost 23,075 28,300 299 542 Interest cost 41,875 44,179 9,731 10,187 Plan amendments (43,065 ) 67 — — Actuarial (gain) loss 15,804 (51,064 ) (2,998 ) (26,887 ) Curtailment — (2,693 ) — 292 Settlement (59,784 ) (57,193 ) — — Divestiture — (4,047 ) — — Currency translation and other 1,416 (11,456 ) 314 (2,206 ) Benefits paid (30,427 ) (37,564 ) (20,117 ) (20,375 ) Projected benefit obligation at end of year 1,118,318 1,169,424 242,846 255,617 Change in plan assets Fair value of plan assets at beginning of year 1,041,902 1,136,943 — — Actual return on plan assets 49,012 (19,804 ) — — Employer contributions 21,580 32,898 20,117 20,375 Settlement (59,784 ) (57,193 ) — — Divestiture — (2,485 ) — — Currency translation and other 1,393 (10,893 ) — — Benefits paid (30,427 ) (37,564 ) (20,117 ) (20,375 ) Fair value of plan assets at end of year 1,023,676 1,041,902 — — Funded status at end of year $ (94,642 ) $ (127,522 ) $ (242,846 ) $ (255,617 ) Amounts recognized in the Consolidated Balance Sheets: Other assets $ 39 $ — $ — $ — Accrued liabilities (28,994 ) (4,841 ) (22,576 ) (24,205 ) Other long-term liabilities (65,687 ) (122,681 ) (220,270 ) (231,412 ) Total $ (94,642 ) $ (127,522 ) $ (242,846 ) $ (255,617 ) Amounts recognized in Accumulated Other Comprehensive Income (Loss), net of tax: Actuarial net (loss) gain $ (243,228 ) $ (264,570 ) $ 9,264 $ 7,574 Net prior service credit (cost) 28,360 4,267 (1,565 ) (1,919 ) Net amounts recognized in AOCI $ (214,868 ) $ (260,303 ) $ 7,699 $ 5,655 The accumulated benefit obligation for all defined benefit pension plans was $1,081,261 as of December 31, 2016 and $1,129,052 as of December 31, 2015 . Plans with accumulated benefit obligations in excess of plan assets were as follows: December 31, 2016 2015 Projected benefit obligation $ 1,118,294 $ 1,110,232 Accumulated benefit obligation 1,081,254 1,081,002 Fair value of plan assets 1,023,613 985,111 Net Periodic Benefit Cost The components of net periodic benefit cost were as follows: Pension Benefits Other Benefits For the years ended December 31, 2016 2015 2014 2016 2015 2014 Amounts recognized in net periodic benefit cost Service cost $ 23,075 $ 28,300 $ 26,935 $ 299 $ 542 $ 706 Interest cost 41,875 44,179 48,886 9,731 10,187 11,696 Expected return on plan assets (58,820 ) (68,830 ) (74,080 ) — — — Amortization of prior service (credit) cost (1,555 ) (1,178 ) (667 ) 575 611 616 Amortization of net loss (gain) 34,940 30,510 23,360 (13 ) (57 ) (141 ) Curtailment credit — (688 ) — — 204 — Settlement loss 22,657 23,067 — — — — Total net periodic benefit cost $ 62,172 $ 55,360 $ 24,434 $ 10,592 $ 11,487 $ 12,877 Change in plan assets and benefit obligations recognized in AOCI, pre-tax Actuarial net (gain) loss $ (31,772 ) $ (21,554 ) $ 99,136 $ (3,047 ) $ (26,270 ) $ 36,021 Prior service (credit) cost (41,517 ) 1,748 833 (572 ) (834 ) (629 ) Total recognized in other comprehensive (income) loss, pre-tax $ (73,289 ) $ (19,806 ) $ 99,969 $ (3,619 ) $ (27,104 ) $ 35,392 Net amounts recognized in periodic benefit cost and AOCI $ (11,117 ) $ 35,554 $ 124,403 $ 6,973 $ (15,617 ) $ 48,269 Amounts expected to be amortized from AOCI into net periodic benefit cost during 2017 are as follows: Pension Plans Post-Retirement Benefit Plans Amortization of net actuarial loss (gain) $ 33,567 $ (1 ) Amortization of prior service (credit) cost $ (5,822 ) $ 747 Assumptions The weighted-average assumptions used in computing the benefit obligations were as follows: Pension Benefits Other Benefits December 31, 2016 2015 2016 2015 Discount rate 3.8 % 4.0 % 3.8 % 4.0 % Rate of increase in compensation levels 3.8 % 3.8 % N/A N/A The weighted-average assumptions used in computing net periodic benefit cost were as follows: Pension Benefits Other Benefits For the years ended December 31, 2016 2015 2014 2016 2015 2014 Discount rate 4.0 % 3.7 % 4.5 % 4.0 % 3.7 % 4.5 % Expected long-term return on plan assets 6.1 % 6.3 % 7.0 % N/A N/A N/A Rate of compensation increase 3.8 % 4.1 % 4.0 % N/A N/A N/A The Company’s discount rate assumption is determined by developing a yield curve based on high quality corporate bonds with maturities matching the plans’ expected benefit payment streams. The plans’ expected cash flows are then discounted by the resulting year-by-year spot rates. We base the asset return assumption on current and expected asset allocations, as well as historical and expected returns on the plan asset categories. For purposes of measuring our post-retirement benefit obligation at December 31, 2016 , we assumed a 7.0% annual rate of increase in the per capita cost of covered health care benefits for 2017 , grading down to 5.0% by 2021. For measurement purposes as of December 31, 2015 , we assumed a 6.5% pre-65 and a 7.3% post-65 annual rate of increase in the per capita cost of covered health care benefits for 2016 , grading down to 5.0% by 2019. Assumed health care cost trend rates could have a significant effect on the amounts reported for the post-retirement health care plans. A one-percentage point change in assumed health care cost trend rates would have the following effects: Impact of assumed health care cost trend rates One-Percentage One-Percentage Effect on total service and interest cost components $ 151 $ (132 ) Effect on accumulated post-retirement benefit obligation 3,858 (3,373 ) The valuations and assumptions reflect adoption of the Society of Actuaries updated RP-2014 mortality tables with MP-2016 generational projection scales, which we adopted as of December 31, 2016. Adoption of the updated scale did not have a significant impact on our current pension obligations or net period benefit cost since our primary plans are cash balance plans and most participants take lump-sum settlements upon retirement. Plan Assets We broadly diversify our pension plan assets across public equity, fixed income, diversified credit strategies and diversified alternative strategies asset classes. Our target asset allocation for our major domestic pension plans as of December 31, 2016 was as follows: Asset Class Target Asset Allocation Cash 1% Equity securities 25% Fixed income securities 49% Alternative investments, including real estate, listed infrastructure and other 25% As of December 31, 2016 , actual allocations were consistent with the targets and within our allowable ranges. We expect the level of volatility in pension plan asset returns to be in line with the overall volatility of the markets within each asset class. The following table sets forth by level, within the fair value hierarchy (as defined in Note 6), pension plan assets at their fair values as of December 31, 2016 : Quoted prices in active markets of identical assets Significant other observable inputs Significant other unobservable inputs (Level 3) Total Cash and cash equivalents $ 576 $ 9,540 $ — $ 10,116 Equity securities: Global all-cap (a) 20,216 242,214 — 262,430 Fixed income securities: U.S. government/agency — 228,648 — 228,648 Corporate bonds (b) — 199,634 — 199,634 Collateralized obligations (c) — 50,532 — 50,532 International government/corporate bonds (d) — 30,928 — 30,928 Alternative investments: Global diversified assets (e) — 146,975 — 146,975 Global real estate investment trusts (f) — 48,000 — 48,000 Global infrastructure (g) — 46,413 — 46,413 Total pension plan assets $ 20,792 $ 1,002,884 $ — $ 1,023,676 The following table sets forth by level, within the fair value hierarchy, pension plan assets at their fair values as of December 31, 2015 : Quoted prices in active markets of identical assets (Level 1) Significant other observable inputs(Level 2) Significant other unobservable inputs (Level 3) Total Cash and cash equivalents $ 1,763 $ 30,389 $ — $ 32,152 Equity securities: U.S. all-cap (h) — 138,367 — 138,367 International all-cap (i) 108,862 3,118 — 111,980 Global all-cap (a) 73,157 196,063 — 269,220 Fixed income securities: U.S. government/agency 117,378 120,136 — 237,514 Corporate bonds (b) 101,476 37,748 — 139,224 Collateralized obligations (c) 32,532 8,157 — 40,689 International government/corporate bonds (d) 31,917 40,839 — 72,756 Total pension plan assets $ 467,085 $ 574,817 $ — $ 1,041,902 (a) This category comprises equity funds that primarily track the MSCI World Index or MSCI All Country World Index. (b) This category comprises fixed income funds primarily invested in investment grade and high yield bonds. (c) This category comprises fixed income funds primarily invested in high quality mortgage-backed securities and other asset-backed obligations. (d) This category comprises fixed income funds primarily invested in Canadian and other international bonds. (e) This category comprises diversified funds invested across alternative asset classes. (f) This category comprises equity funds primarily invested in publicly traded real estate securities. (g) This category comprises equity funds primarily invested in publicly traded listed infrastructure securities. (h) This category comprises equity funds that track the Russell 3000 index. (i) This category comprises equity funds that track the MSCI World Ex-US index. The fair value of the Level 1 assets was based on quoted prices in active markets for the identical assets. The fair value of the Level 2 assets was determined by management based on an assessment of valuations provided by asset management entities and was calculated by aggregating market prices for all underlying securities. Investment objectives for our domestic plan assets are: l To ensure high correlation between the value of plan assets and liabilities; l To maintain careful control of the risk level within each asset class; and l To focus on a long-term return objective. We believe that there are no significant concentrations of risk within our plan assets as of December 31, 2016 . We comply with the rules and regulations promulgated under the Employee Retirement Income Security Act of 1974 (“ERISA”) and we prohibit investments and investment strategies not allowed by ERISA. We do not permit direct purchases of our Company’s securities or the use of derivatives for the purpose of speculation. We invest the assets of non-domestic plans in compliance with laws and regulations applicable to those plans. Cash Flows and Plan Termination Our policy is to fund domestic pension liabilities in accordance with the limits imposed by the ERISA, federal income tax laws and the funding requirements of the Pension Protection Act of 2006. We fund non-domestic pension liabilities in accordance with laws and regulations applicable to those plans. We made total contributions to the pension plans of $21,580 during 2016 , including contributions of $18,000 to maintain the funded status of our domestic plans. In 2015 , we made total contributions of $32,898 to the pension plans. For 2017 , minimum funding requirements for our pension plans are approximately $1,158 . Total benefit payments expected to be paid to plan participants, including pension benefits funded from the plans and other benefits funded from Company assets, are as follows: Expected Benefit Payments 2017 2018 2019 2020 2021 2022-2026 Pension Benefits $ 96,972 $ 69,299 $ 73,438 $ 78,863 $ 79,714 $ 423,587 Other Benefits 22,593 20,546 18,813 17,642 16,698 71,616 During the third quarter of 2016, the Company’s Board Compensation and Executive Organization Committee approved the termination of the Hershey Company Puerto Rico Hourly Pension Plan with an effective date of December 31, 2016 . It is expected to take 15 to 18 months from the date of the approved amendment to complete the termination of this plan. The net pension liability for this plan of $5,082 as of December 31, 2016 will be settled through either lump sum payments or purchased annuities. Multiemployer Pension Plan During 2016, we exited a facility as part of the 2016 Operational Optimization Program (see Note 7) and no longer participate in the BCTGM Union and Industry Canadian Pension Plan, a trustee-managed multiemployer defined benefit pension plan. Our obligation during the term of the collective bargaining agreement was limited to remitting the required contributions to the plan and contributions made were not significant during 2014 through 2016. Savings Plans The Company sponsors several defined contribution plans to provide retirement benefits to employees. Contributions to The Hershey Company 401(k) Plan and similar plans for non-domestic employees are based on a portion of eligible pay up to a defined maximum. All matching contributions were made in cash. Expense associated with the defined contribution plans was $43,545 in 2016 , $44,285 in 2015 and $46,064 in 2014 . |
STOCK COMPENSATION PLANS
STOCK COMPENSATION PLANS | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Compensation Plans | STOCK COMPENSATION PLANS Share-based grants for compensation and incentive purposes are made pursuant to the Equity and Incentive Compensation Plan (“EICP”). The EICP provides for grants of one or more of the following stock-based compensation awards to employees, non-employee directors and certain service providers upon whom the successful conduct of our business is dependent: l Non-qualified stock options (“stock options”); l Performance stock units (“PSUs”) and performance stock; l Stock appreciation rights; l Restricted stock units (“RSUs”) and restricted stock; and l Other stock-based awards. As of December 31, 2016 , 68.5 million shares were authorized and approved by our stockholders for grants under the EICP. The EICP also provides for the deferral of stock-based compensation awards by participants if approved by the Compensation and Executive Organization Committee of our Board and if in accordance with an applicable deferred compensation plan of the Company. Currently, the Compensation and Executive Organization Committee has authorized the deferral of PSU and RSU awards by certain eligible employees under the Company’s Deferred Compensation Plan. Our Board has authorized our non-employee directors to defer any portion of their cash retainer, committee chair fees and RSUs awarded after 2007 that they elect to convert into deferred stock units under our Directors’ Compensation Plan. At the time stock options are exercised or RSUs and PSUs become payable, common stock is issued from our accumulated treasury shares. Dividend equivalents are credited on RSUs on the same date and at the same rate as dividends are paid on Hershey’s common stock. These dividend equivalents are charged to retained earnings. For the periods presented, compensation expense for all types of stock-based compensation programs and the related income tax benefit recognized were as follows: For the years ended December 31, 2016 2015 2014 Pre-tax compensation expense $ 54,785 $ 51,533 $ 54,068 Related income tax benefit 17,148 17,109 18,653 Compensation costs for stock compensation plans are primarily included in selling, marketing and administrative expense. As of December 31, 2016 , total stock-based compensation cost related to non-vested awards not yet recognized was $60,963 and the weighted-average period over which this amount is expected to be recognized was approximately 2.2 years . Stock Options The exercise price of each stock option awarded under the EICP equals the closing price of our Common Stock on the New York Stock Exchange on the date of grant. Each stock option has a maximum term of 10 years . Grants of stock options provide for pro-rated vesting, typically over a four year period. Expense for stock options is based on grant date fair value and recognized on a straight-line method over the vesting period. A summary of activity relating to grants of stock options for the year ended December 31, 2016 is as follows: Stock Options Shares Weighted-Average Weighted-Average Remaining Aggregate Intrinsic Value Outstanding at beginning of the period 6,842,563 $75.48 5.8 years Granted 1,356,440 $90.73 Exercised (1,762,827 ) $58.72 Forfeited (244,168 ) $98.72 Outstanding as of December 31, 2016 6,192,008 $82.67 6.2 years $ 121,202 Options exercisable as of December 31, 2016 3,498,601 $72.15 4.6 years $ 103,865 The weighted-average fair value of options granted was $11.46 , $18.99 and $21.50 per share in 2016 , 2015 and 2014 , respectively. The fair value was estimated on the date of grant using a Black-Scholes option-pricing model and the following weighted-average assumptions: For the years ended December 31, 2016 2015 2014 Dividend yields 2.4 % 2.1 % 2.0 % Expected volatility 16.8 % 20.7 % 22.3 % Risk-free interest rates 1.5 % 1.9 % 2.1 % Expected term in years 6.8 6.7 6.7 l “Dividend yields” means the sum of dividends declared for the four most recent quarterly periods, divided by the average price of our Common Stock for the comparable periods; l “Expected volatility” means the historical volatility of our Common Stock over the expected term of each grant; l “Risk-free interest rates” means the U.S. Treasury yield curve rate in effect at the time of grant for periods within the contractual life of the stock option; and l “Expected term” means the period of time that stock options granted are expected to be outstanding based primarily on historical data. The total intrinsic value of options exercised was $73,944 , $66,161 and $133,948 in 2016 , 2015 and 2014 , respectively. As of December 31, 2016 , there was $16,372 of total unrecognized compensation cost related to non-vested stock option awards granted under the EICP, which we expect to recognize over a weighted-average period of 2.4 years . The following table summarizes information about stock options outstanding as of December 31, 2016 : Options Outstanding Options Exercisable Range of Exercise Prices Number Weighted- Weighted- Number Weighted- $33.40 - $60.68 1,825,259 3.5 $51.27 1,825,259 $51.27 $60.69 - $90.39 2,208,766 7.5 $86.58 730,253 $81.66 $90.40 - $111.76 2,157,983 7.1 $105.22 943,089 $105.20 $33.40 - $111.76 6,192,008 6.2 $82.67 3,498,601 $72.15 Performance Stock Units and Restricted Stock Units Under the EICP, we grant PSUs to selected executives and other key employees. Vesting is contingent upon the achievement of certain performance objectives. We grant PSUs over 3 -year performance cycles. If we meet targets for financial measures at the end of the applicable 3 -year performance cycle, we award a resulting number of shares of our Common Stock to the participants. For PSUs granted, the target award is a combination of a market-based total shareholder return and performance-based components. The performance scores for 2014 through 2016 grants of PSUs can range from 0% to 250% of the targeted amounts. We recognize the compensation cost associated with PSUs ratably over the 3 -year term. Compensation cost is based on the grant date fair value because the grants can only be settled in shares of our Common Stock. The grant date fair value of PSUs is determined based on the Monte Carlo simulation model for the market-based total shareholder return component and the closing market price of the Company’s Common Stock on the date of grant for performance-based components. In 2016 , 2015 and 2014 , we awarded RSUs to certain executive officers and other key employees under the EICP. We also awarded RSUs quarterly to non-employee directors. We recognize the compensation cost associated with employee RSUs over a specified award vesting period based on the grant date fair value or year-end market value of our Common Stock. We recognize expense for employee RSUs based on the straight-line method. We recognize the compensation cost associated with non-employee director RSUs ratably over the vesting period. A summary of activity relating to grants of PSUs and RSUs for the period ended December 31, 2016 is as follows: Performance Stock Units and Restricted Stock Units Number of units Weighted-average grant date fair value for equity awards (per unit) Outstanding at beginning of year 495,207 $106.40 Granted 545,750 $93.55 Performance assumption change 79,889 $92.43 Vested (239,270 ) $94.59 Forfeited (53,348 ) $98.93 Outstanding at end of year 828,228 $102.66 The table above excludes PSU awards for 6,410 units as of December 31, 2016 and 20,586 units as of December 31, 2015 for which the measurement date has not yet occurred for accounting purposes. The following table sets forth information about the fair value of the PSUs and RSUs granted for potential future distribution to employees and non-employee directors. In addition, the table provides assumptions used to determine the fair value of the market-based total shareholder return component using the Monte Carlo simulation model on the date of grant. For the years ended December 31, 2016 2015 2014 Units granted 545,750 381,407 331,788 Weighted-average fair value at date of grant $ 93.55 $ 104.68 $ 115.57 Monte Carlo simulation assumptions: Estimated values $ 38.02 $ 61.22 $ 80.95 Dividend yields 2.5 % 2.0 % 1.8 % Expected volatility 17.0 % 14.9 % 15.5 % l “Estimated values” means the fair value for the market-based total shareholder return component of each PSU at the date of grant using a Monte Carlo simulation model; l “Dividend yields” means the sum of dividends declared for the four most recent quarterly periods, divided by the average price of our Common Stock for the comparable periods; l “Expected volatility” means the historical volatility of our Common Stock over the expected term of each grant. The fair value of shares vested totaled $22,062 , $46,113 and $57,360 in 2016 , 2015 and 2014 , respectively. Deferred PSUs, deferred RSUs and deferred stock units representing directors’ fees totaled 483,465 units as of December 31, 2016 . Each unit is equivalent to one share of the Company’s Common Stock. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION Our organizational structure is designed to ensure continued focus on North America, coupled with an emphasis on profitable growth in our focus international markets. Our business is organized around geographic regions, which enables us to build processes for repeatable success in our global markets. As a result, we have defined our operating segments on a geographic basis, as this aligns with how our Chief Operating Decision Maker (“CODM”) manages our business, including resource allocation and performance assessment. Our North America business, which generates approximately 88% of our consolidated revenue, is our only reportable segment. None of our other operating segments meet the quantitative thresholds to qualify as reportable segments; therefore, these operating segments are combined and disclosed below as International and Other. • North America - This segment is responsible for our traditional chocolate and non-chocolate confectionery market position, as well as our grocery and growing snacks market positions, in the United States and Canada. This includes developing and growing our business in chocolate and non-chocolate confectionery, pantry, food service and other snacking product lines. • International and Other - International and Other is a combination of all other operating segments that are not individually material, including those geographic regions where we operate outside of North America. We currently have operations and manufacture product in China, Mexico, Brazil, India and Malaysia, primarily for consumers in these regions, and also distribute and sell confectionery products in export markets of Asia, Latin America, Middle East, Europe, Africa and other regions. This segment also includes our global retail operations, including Hershey's Chocolate World stores in Hershey, Pennsylvania, New York City, Las Vegas, Shanghai, Niagara Falls (Ontario), Dubai, and Singapore, as well as operations associated with licensing the use of certain of the Company's trademarks and products to third parties around the world. For segment reporting purposes, we use “segment income” to evaluate segment performance and allocate resources. Segment income excludes unallocated general corporate administrative expenses, unallocated mark-to-market gains and losses on commodity derivatives, business realignment and impairment charges, acquisition integration costs, the non-service related portion of pension expense and other unusual gains or losses that are not part of our measurement of segment performance. These items of our operating income are managed centrally at the corporate level and are excluded from the measure of segment income reviewed by the CODM as well the measure of segment performance used for incentive compensation purposes. Accounting policies associated with our operating segments are generally the same as those described in Note 1. Certain manufacturing, warehousing, distribution and other activities supporting our global operations are integrated to maximize efficiency and productivity. As a result, assets and capital expenditures are not managed on a segment basis and are not included in the information reported to the CODM for the purpose of evaluating performance or allocating resources. We disclose depreciation and amortization that is generated by segment-specific assets, since these amounts are included within the measure of segment income reported to the CODM. Our segment net sales and earnings were as follows: For the years ended December 31, 2016 2015 2014 Net sales: North America $ 6,532,988 $ 6,468,158 $ 6,352,729 International and Other 907,193 918,468 1,069,039 Total $ 7,440,181 $ 7,386,626 $ 7,421,768 Segment income (loss): North America $ 2,040,995 $ 2,073,967 $ 1,916,207 International and Other (29,139 ) (98,067 ) 40,004 Total segment income 2,011,856 1,975,900 1,956,211 Unallocated corporate expense (1) 497,423 497,386 503,234 Unallocated mark-to-market losses on commodity derivatives (2) 163,238 — — Goodwill and other intangible asset impairment charges 4,204 280,802 15,900 Costs associated with business realignment activities 107,571 120,975 34,290 Non-service related pension expense (income) 27,157 18,079 (1,834 ) Acquisition and integration costs 6,480 20,899 12,360 Operating profit 1,205,783 1,037,759 1,392,261 Interest expense, net 90,143 105,773 83,532 Other (income) expense, net 16,159 30,139 2,686 Income before income taxes $ 1,099,481 $ 901,847 $ 1,306,043 (1) Includes centrally-managed (a) corporate functional costs relating to legal, treasury, finance, and human resources, (b) expenses associated with the oversight and administration of our global operations, including warehousing, distribution and manufacturing, information systems and global shared services, (c) non-cash stock-based compensation expense, and (d) other gains or losses that are not integral to segment performance. (2) Reflects gains and losses on commodity derivative instruments that are excluded from segment income until the related inventory is sold. See Note 5. Activity within the unallocated mark-to-market (gains) losses on commodity derivatives for the year ended December 31, 2016 included: For the year ended December 31, 2016 Net losses on mark-to-market valuation of unallocated commodity derivative positions $ 171,753 Net losses on commodity derivative positions allocated to segment income 8,515 Net losses on mark-to-market valuation of commodity derivative positions remaining in unallocated derivative (gains) losses $ 163,238 Based on our forecasts of the timing of the recognition of the underlying hedged items, we expect to reclassify net pretax losses on commodity derivatives of $88.3 million to segment operating results in the next twelve months. Depreciation and amortization expense included within segment income presented above is as follows: For the years ended December 31, 2016 2015 2014 North America $ 162,211 $ 153,185 $ 146,475 International and Other 50,753 46,342 28,463 Corporate (1) 88,873 45,401 36,594 Total $ 301,837 $ 244,928 $ 211,532 (1) Corporate includes non-cash asset-related accelerated depreciation and amortization related to business realignment activities, as discussed in Note 7. Such amounts are not included within our measure of segment income. Additional geographic information is as follows: 2016 2015 2014 Net sales: United States $ 6,196,723 $ 6,116,490 $ 5,996,564 Other 1,243,458 1,270,136 1,425,204 Total $ 7,440,181 $ 7,386,626 $ 7,421,768 Long-lived assets: United States $ 1,528,255 $ 1,528,723 $ 1,477,455 Other 648,993 711,737 674,446 Total $ 2,177,248 $ 2,240,460 $ 2,151,901 |
EQUITY AND NONCONTROLLING INTER
EQUITY AND NONCONTROLLING INTERESTS | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Equity and Noncontrolling Interests | EQUITY AND NONCONTROLLING INTERESTS We had 1,055,000,000 authorized shares of capital stock as of December 31, 2016 . Of this total, 900,000,000 shares were designated as Common Stock, 150,000,000 shares were designated as Class B Stock and 5,000,000 shares were designated as Preferred Stock. Each class has a par value of one dollar per share. Changes in the outstanding shares of Common Stock for the past three years were as follows: For the years ended December 31, 2016 2015 2014 Shares issued 359,901,744 359,901,744 359,901,744 Treasury shares at beginning of year (143,124,384 ) (138,856,786 ) (136,007,023 ) Stock repurchases: Repurchase programs (4,640,964 ) (4,209,112 ) (2,135,268 ) Stock-based compensation programs (1,820,766 ) (1,776,838 ) (3,676,513 ) Stock issuances: Stock-based compensation programs 1,944,105 1,718,352 2,962,018 Treasury shares at end of year (147,642,009 ) (143,124,384 ) (138,856,786 ) Net shares outstanding at end of year 212,259,735 216,777,360 221,044,958 Holders of the Common Stock and the Class B Stock generally vote together without regard to class on matters submitted to stockholders, including the election of directors. The holders of Common Stock have 1 vote per share and the holders of Class B Stock have 10 votes per share. However, the Common Stock holders, voting separately as a class, are entitled to elect one-sixth of the Board. With respect to dividend rights, the Common Stock holders are entitled to cash dividends 10% higher than those declared and paid on the Class B Stock. Class B Stock can be converted into Common Stock on a share-for-share basis at any time. During 2016 and 2015 , no shares of Class B Stock were converted into Common Stock. During 2014 , 440 shares were converted. Hershey Trust Company Hershey Trust Company, as trustee for the benefit of Milton Hershey School and as direct owner of investment shares, held 12,903,021 shares of our Common Stock as of December 31, 2016 . As trustee for the benefit of Milton Hershey School, Hershey Trust Company held 60,612,012 shares of the Class B Stock as of December 31, 2016 , and was entitled to cast approximately 80% of all of the votes entitled to be cast on matters requiring the vote of both classes of our common stock voting together. Hershey Trust Company, as trustee for the benefit of Milton Hershey School, or any successor trustee, or Milton Hershey School, as appropriate, must approve any issuance of shares of Common Stock or other action that would result in it not continuing to have voting control of our Company. Noncontrolling Interests in Subsidiaries We currently own a 50% controlling interest in Lotte Shanghai Foods Co., Ltd. (“LSFC”), a joint venture established in 2007 in China for the purpose of manufacturing and selling product to the venture partners. A roll-forward showing the 2016 activity relating to the noncontrolling interest follows: Noncontrolling Interests Balance, December 31, 2015 $ 49,465 Net loss attributable to noncontrolling interests (1) (3,970 ) Other comprehensive loss - foreign currency translation adjustments (3,664 ) Balance, December 31, 2016 $ 41,831 (1) Amounts are not considered significant and are presented within selling, marketing and administrative expenses. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES We enter into certain obligations for the purchase of raw materials. These obligations are primarily in the form of forward contracts for the purchase of raw materials from third-party brokers and dealers. These contracts minimize the effect of future price fluctuations by fixing the price of part or all of these purchase obligations. Total obligations consisted of fixed price contracts for the purchase of commodities and unpriced contracts that were valued using market prices as of December 31, 2016 . The cost of commodities associated with the unpriced contracts is variable as market prices change over future periods. We mitigate the variability of these costs to the extent that we have entered into commodities futures contracts or other commodity derivative instruments to hedge our costs for those periods. Increases or decreases in market prices are offset by gains or losses on commodities futures contracts or other commodity derivative instruments. Taking delivery of and making payments for the specific commodities for use in the manufacture of finished goods satisfies our obligations under the forward purchase contracts. For each of the three years in the period ended December 31, 2016 , we satisfied these obligations by taking delivery of and making payment for the specific commodities. As of December 31, 2016 , we had entered into agreements for the purchase of raw materials with various suppliers. Subject to meeting our quality standards, the purchase obligations covered by these agreements were as follows as of December 31, 2016 : In millions of dollars 2017 2018 2019 2020 Purchase obligations $ 1,282.2 $ 240.5 $ 36.0 $ — We also have commitments under various operating lease arrangements. Future minimum payments under lease arrangements with a remaining term in excess of one year were as follows as of December 31, 2016 : In millions of dollars 2017 2018 2019 2020 2021 Thereafter Future minimum rental payments $ 11.7 $ 13.7 $ 12.4 $ 10.9 $ 10.8 $ 189.0 Future minimum rental payments reflect commitments under non-cancelable operating leases primarily for offices, retail stores, warehouse and distribution facilities. Total rent expense for the years ended December 31, 2016 , 2015 and 2014 was $20,330 , $19,754 and $21,423 , respectively, including short-term rentals. Environmental contingencies We have a number of facilities that contain varying amounts of asbestos in certain locations within the facilities. Our asbestos management program is compliant with current applicable regulations, which require that we handle or dispose of asbestos in a special manner if such facilities undergo major renovations or are demolished. We do not have sufficient information to estimate the fair value of any asset retirement obligations related to these facilities. We cannot specify the settlement date or range of potential settlement dates and, therefore, sufficient information is not available to apply an expected present value technique. We expect to maintain the facilities with repairs and maintenance activities that would not involve or require the removal of significant quantities of asbestos. Legal contingencies We are subject to various pending or threatened legal proceedings and claims that arise in the ordinary course of our business. While it is not feasible to predict or determine the outcome of such proceedings and claims with certainty, in our opinion these matters, both individually and in the aggregate, are not expected to have a material effect on our financial condition, results of operations or cash flows. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHARE We compute basic earnings per share for Common Stock and Class B common stock using the two-class method. The Class B common stock is convertible into Common Stock on a share-for-share basis at any time. The computation of diluted earnings per share for Common Stock assumes the conversion of Class B common stock using the if-converted method, while the diluted earnings per share of Class B common stock does not assume the conversion of those shares. We compute basic and diluted earnings per share based on the weighted-average number of shares of Common Stock and Class B common stock outstanding as follows: For the years ended December 31, 2016 2015 2014 Common Stock Class B Common Stock Common Stock Class B Common Stock Common Stock Class B Common Stock Basic earnings per share: Numerator: Allocation of distributed earnings (cash dividends paid) $ 367,081 $ 132,394 $ 352,953 $ 123,179 $ 328,752 $ 111,662 Allocation of undistributed earnings 162,299 58,270 27,324 9,495 303,801 102,697 Total earnings—basic $ 529,380 $ 190,664 $ 380,277 $ 132,674 $ 632,553 $ 214,359 Denominator (shares in thousands): Total weighted-average shares—basic 153,519 60,620 158,471 60,620 161,935 60,620 Earnings Per Share—basic $ 3.45 $ 3.15 $ 2.40 $ 2.19 $ 3.91 $ 3.54 Diluted earnings per share: Numerator: Allocation of total earnings used in basic computation $ 529,380 $ 190,664 $ 380,277 $ 132,674 $ 632,553 $ 214,359 Reallocation of total earnings as a result of conversion of Class B common stock to Common stock 190,664 — 132,674 — 214,359 — Reallocation of undistributed earnings — (324 ) — (69 ) — (1,071 ) Total earnings—diluted $ 720,044 $ 190,340 $ 512,951 $ 132,605 $ 846,912 $ 213,288 Denominator (shares in thousands): Number of shares used in basic computation 153,519 60,620 158,471 60,620 161,935 60,620 Weighted-average effect of dilutive securities: Conversion of Class B common stock to Common shares outstanding 60,620 — 60,620 — 60,620 — Employee stock options 964 — 1,335 — 1,920 — Performance and restricted stock options 201 — 225 — 362 — Total weighted-average shares—diluted 215,304 60,620 220,651 60,620 224,837 60,620 Earnings Per Share—diluted $ 3.34 $ 3.14 $ 2.32 $ 2.19 $ 3.77 $ 3.52 The earnings per share calculations for the years ended December 31, 2016 , 2015 and 2014 excluded 3,680 , 2,660 and 1,510 stock options, respectively, that would have been antidilutive. |
OTHER (INCOME) EXPENSE, NET OTH
OTHER (INCOME) EXPENSE, NET OTHER (INCOME) EXPENSE, NET | 12 Months Ended |
Dec. 31, 2016 | |
Other Income and Expenses [Abstract] | |
Other (Income) Expense, Net | Other (income) expense, net reports certain gains and losses associated with activities not directly related to our core operations. A summary of the components of other (income) expense, net is as follows: For the years ended December 31, 2016 2015 2014 Write-down of equity investments in partnerships qualifying for tax credits $ 43,482 $ 39,489 $ — Settlement of SGM liability (see Note 2) (26,650 ) — — Foreign currency exchange loss relating to strategy to cap SGM acquisition price as denominated in U.S. dollars — — 6,722 Gain on acquisition of controlling interest in LSFC — — (4,627 ) Gain on sale of non-core trademark — (9,950 ) — Other (income) expense, net (673 ) 600 591 Total $ 16,159 $ 30,139 $ 2,686 |
SUPPLEMENTAL BALANCE SHEET INFO
SUPPLEMENTAL BALANCE SHEET INFORMATION | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Balance Sheet Information | SUPPLEMENTAL BALANCE SHEET INFORMATION The components of certain Consolidated Balance Sheet accounts are as follows: December 31, 2016 2015 Inventories: Raw materials $ 315,239 $ 353,451 Goods in process 88,490 67,745 Finished goods 528,587 534,983 Inventories at FIFO 932,316 956,179 Adjustment to LIFO (186,638 ) (205,209 ) Total inventories $ 745,678 $ 750,970 Property, plant and equipment: Land $ 103,865 $ 96,666 Buildings 1,238,634 1,084,958 Machinery and equipment 3,001,552 2,886,723 Construction in progress 230,987 448,956 Property, plant and equipment, gross 4,575,038 4,517,303 Accumulated depreciation (2,397,790 ) (2,276,843 ) Property, plant and equipment, net $ 2,177,248 $ 2,240,460 Other assets: Capitalized software, net $ 95,301 $ 68,004 Income tax receivable 1,449 1,428 Other non-current assets 71,615 85,934 Total other assets $ 168,365 $ 155,366 Accrued liabilities: Payroll, compensation and benefits $ 240,080 $ 215,638 Advertising and promotion 358,573 337,945 Due to SGM shareholders — 72,025 Other 152,333 231,359 Total accrued liabilities $ 750,986 $ 856,967 Other long-term liabilities: Post-retirement benefits liabilities $ 220,270 $ 231,412 Pension benefits liabilities 65,687 122,681 Other 114,204 114,625 Total other long-term liabilities $ 400,161 $ 468,718 Accumulated other comprehensive loss: Foreign currency translation adjustments $ (110,613 ) $ (101,236 ) Pension and post-retirement benefit plans, net of tax (207,169 ) (254,648 ) Cash flow hedges, net of tax (58,106 ) (15,141 ) Total accumulated other comprehensive loss $ (375,888 ) $ (371,025 ) |
QUARTERLY DATA (Unaudited)
QUARTERLY DATA (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Data (Unaudited) | QUARTERLY DATA (Unaudited) Summary quarterly results were as follows: Year 2016 First Second Third Fourth Net sales $ 1,828,812 $ 1,637,671 $ 2,003,454 $ 1,970,244 Gross profit 817,376 747,398 850,848 742,269 Net income 229,832 145,956 227,403 116,853 Common stock: Net income per share—Basic (a) 1.09 0.70 1.09 0.56 Net income per share—Diluted (a) 1.06 0.68 1.06 0.55 Dividends paid per share 0.583 0.583 0.618 0.618 Class B common stock: Net income per share—Basic (a) 0.99 0.64 0.99 0.51 Net income per share—Diluted (a) 0.99 0.64 0.99 0.51 Dividends paid per share 0.530 0.530 0.562 0.562 Market price—common stock: High 93.71 113.49 113.89 104.44 Low 83.32 89.60 94.64 94.63 Year 2015 First Second Third (b) Fourth (b) Net sales $ 1,937,800 $ 1,578,825 $ 1,960,779 $ 1,909,222 Gross profit 900,843 735,408 868,706 877,718 Net income (loss) 244,737 (99,941 ) 140,266 227,889 Common stock: Net income (loss) per share—Basic (a) 1.14 (0.47 ) 0.66 1.08 Net income (loss) per share—Diluted (a) 1.10 (0.47 ) 0.64 1.04 Dividends paid per share 0.535 0.535 0.583 0.583 Class B common stock: Net income (loss) per share—Basic (a) 1.04 (0.42 ) 0.60 0.98 Net income (loss) per share—Diluted (a) 1.03 (0.42 ) 0.60 0.98 Dividends paid per share 0.486 0.486 0.530 0.530 Market price—common stock: High 110.78 101.74 94.31 97.07 Low 98.52 87.86 85.13 83.58 (a) Quarterly income per share amounts do not total to the annual amount due to changes in weighted-average shares outstanding during the year, as well as the impact of excluding dilutive securities in the period in which there was a net loss. (b) In 2015, the Company identified a material weakness in its internal control over financial reporting related to hedge accounting compliance for cocoa commodity derivatives. As a result, hedge accounting treatment for cocoa commodity derivatives was disallowed for the third and fourth quarters of 2015; therefore the impact of changes in fair value of the cocoa commodity futures outstanding during these periods should have been recorded within cost of sales as incurred, instead of deferred within AOCI. Such gains (losses) totaled $(23,358) for the third quarter of 2015 and an essentially offsetting amount for the fourth quarter of 2015. The amounts presented above for the third and fourth quarters of 2015 reflect the impact of reclassifying these gains (losses) deferred within AOCI to cost of sales for the respective periods. |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2016 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS For the Years Ended December 31, 2016 , 2015 and 2014 Additions Description Balance at Beginning of Period Charged to Costs and Expenses Charged Deductions Balance of Period In thousands of dollars For the year ended December 31, 2016 Allowances deducted from assets Accounts receivable—trade, net (a) $ 32,638 $ 174,314 $ — $ (166,799 ) $ 40,153 Valuation allowance on net deferred taxes (b) 207,055 28,430 — — 235,485 Inventory obsolescence reserve (c) 22,632 30,053 — (32,642 ) 20,043 Total allowances deducted from assets $ 262,325 $ 232,797 $ — $ (199,441 ) $ 295,681 For the year ended December 31, 2015 Allowances deducted from assets Accounts receivable—trade, net (a) $ 15,885 $ 172,622 $ — $ (155,869 ) $ 32,638 Valuation allowance on net deferred taxes (b) 147,223 59,832 — — 207,055 Inventory obsolescence reserve (c) 11,748 32,434 — (21,550 ) 22,632 Total allowances deducted from assets $ 174,856 $ 264,888 $ — $ (177,419 ) $ 262,325 For the year ended December 31, 2014 Allowances deducted from assets Accounts receivable—trade, net (a) $ 14,329 $ 153,652 $ — $ (152,096 ) $ 15,885 Valuation allowance on net deferred taxes (b) 87,159 60,064 — — 147,223 Inventory obsolescence reserve (c) 564 24,660 — (13,476 ) 11,748 Total allowances deducted from assets $ 102,052 $ 238,376 $ — $ (165,572 ) $ 174,856 (a) Includes allowances for doubtful accounts, anticipated discounts and write-offs of uncollectible accounts receivable. (b) Includes adjustments to the valuation allowance for deferred tax assets that we do not expect to realize. (c) Includes adjustments to the inventory reserve, transfers, disposals and write-offs of obsolete inventory. |
SUMMARY OF SIGNIFICANT ACCOUN27
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Our consolidated financial statements include the accounts of The Hershey Company and its majority-owned or controlled subsidiaries. Intercompany transactions and balances have been eliminated. We have a controlling financial interest if we own a majority of the outstanding voting common stock and minority shareholders do not have substantive participating rights, we have significant control through contractual or economic interests in which we are the primary beneficiary or we have the power to direct the activities that most significantly impact the entity's economic performance. Net income (loss) attributable to noncontrolling interests is not significant and is recorded within selling, marketing and administrative expense in the Consolidated Statements of Income. See Note 12 for additional information on our noncontrolling interests. We use the equity method of accounting when we have a 20% to 50% interest in other companies and exercise significant influence. In addition, we use the equity method of accounting for our investments in partnership entities which make equity investments in projects eligible to receive federal historic and energy tax credits. See Note 8 for additional information on our equity investments in partnership entities qualifying for tax credits. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying disclosures. Our significant estimates and assumptions include, among others, pension and other post-retirement benefit plan assumptions, valuation assumptions of goodwill and other intangible assets, useful lives of long-lived assets, marketing and trade promotion accruals and income taxes. These estimates and assumptions are based on management’s best judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and the effects of any revisions are reflected in the consolidated financial statements in the period that they are determined. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. |
Revenue Recognition | Revenue Recognition We record sales when all of the following criteria have been met: l A valid customer order with a fixed price has been received; l The product has been delivered to the customer; l There is no further significant obligation to assist in the resale of the product; and l Collectability is reasonably assured. Net sales include revenue from the sale of finished goods and royalty income, net of allowances for trade promotions, consumer coupon programs and other sales incentives, and allowances and discounts associated with aged or potentially unsaleable products. Trade promotions and sales incentives primarily include reduced price features, merchandising displays, sales growth incentives, new item allowances and cooperative advertising. Sales, use, value-added and other excise taxes are not recognized in revenue. |
Cost of Sales | Cost of Sales Cost of sales represents costs directly related to the manufacture and distribution of our products. Primary costs include raw materials, packaging, direct labor, overhead, shipping and handling, warehousing and the depreciation of manufacturing, warehousing and distribution facilities. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance and property taxes. |
Selling, Marketing and Administrative Expense | Selling, Marketing and Administrative Expense Selling, marketing and administrative expense (“SM&A”) represents costs incurred in generating revenues and in managing our business. Such costs include advertising and other marketing expenses, selling expenses, research and development, administrative and other indirect overhead costs, amortization of capitalized software and depreciation of administrative facilities. |
Cash Equivalents | Cash Equivalents Cash equivalents consist of highly liquid debt instruments, time deposits and money market funds with original maturities of three months or less. The fair value of cash and cash equivalents approximates the carrying amount. |
Short-term Investments | Short-term Investments Short-term investments consist of bank term deposits that have original maturity dates ranging from greater than three months to twelve months. Short-term investments are carried at cost, which approximates fair value. |
Accounts Receivable - Trade | Accounts Receivable—Trade In the normal course of business, we extend credit to customers that satisfy pre-defined credit criteria, based upon the results of our recurring financial account reviews and our evaluation of current and projected economic conditions. Our primary concentrations of credit risk are associated with Wal-Mart Stores, Inc. and McLane Company, Inc., two customers served principally by our North America segment. As of December 31, 2016 , McLane Company, Inc. accounted for approximately 19% of our total accounts receivable. Wal-Mart Stores, Inc. accounted for approximately 14% of our total accounts receivable as of December 31, 2016 . No other customer accounted for more than 10% of our year-end accounts receivable. We believe that we have little concentration of credit risk associated with the remainder of our customer base. Accounts receivable-trade in the Consolidated Balance Sheets is presented net of allowances and anticipated discounts of $40,153 and $32,638 at December 31, 2016 and 2015 , respectively. |
Inventories | Inventories Inventories are valued at the lower of cost or market value, adjusted for the value of inventory that is estimated to be excess, obsolete or otherwise unsaleable. As of December 31, 2016 , approximately 54% of our inventories, representing the majority of our U.S. inventories, were valued under the last-in, first-out (“LIFO”) method. The remainder of our inventories in the U.S. and inventories for our international businesses are valued at the lower of first-in, first-out (“FIFO”) cost or market. LIFO cost of inventories valued using the LIFO method was $402,919 as of December 31, 2016 and $410,865 as of December 31, 2015 . The adjustment to LIFO, as shown in Note 16, approximates the excess of replacement cost over the stated LIFO inventory value. The net impact of LIFO acquisitions and liquidations was not material to 2016 , 2015 or 2014 . |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost and depreciated on a straight-line basis over the estimated useful lives of the assets, as follows: 3 to 15 years for machinery and equipment; and 25 to 40 years for buildings and related improvements. Total depreciation expense for the years ended December 31, 2016 , 2015 and 2014 was $231,735 , $197,054 and $176,312 , respectively. Maintenance and repairs are expensed as incurred. We capitalize applicable interest charges incurred during the construction of new facilities and production lines and amortize these costs over the assets’ estimated useful lives. We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. We measure the recoverability of assets to be held and used by a comparison of the carrying amount of long-lived assets to future undiscounted net cash flows expected to be generated. If these assets are considered to be impaired, we measure impairment as the amount by which the carrying amount of the assets exceeds the fair value of the assets. We report assets held for sale or disposal at the lower of the carrying amount or fair value less cost to sell. We assess asset retirement obligations on a periodic basis and recognize the fair value of a liability for an asset retirement obligation in the period in which it is incurred if a reasonable estimate of fair value can be made. We capitalize associated asset retirement costs as part of the carrying amount of the long-lived asset. |
Computer Software | Computer Software We capitalize costs associated with software developed or obtained for internal use when both the preliminary project stage is completed and it is probable the software being developed will be completed and placed in service. Capitalized costs include only (i) external direct costs of materials and services consumed in developing or obtaining internal-use software, (ii) payroll and other related costs for employees who are directly associated with and who devote time to the internal-use software project and (iii) interest costs incurred, when material, while developing internal-use software. We cease capitalization of such costs no later than the point at which the project is substantially complete and ready for its intended purpose. The unamortized amount of capitalized software totaled $95,301 and $68,004 at December 31, 2016 and 2015 , respectively. We amortize software costs using the straight-line method over the expected life of the software, generally 3 to 5 years. Accumulated amortization of capitalized software was $322,807 and $304,057 as of December 31, 2016 and 2015 , respectively. Such amounts are recorded within other assets in the Consolidated Balance Sheets. We review the carrying value of software and development costs for impairment in accordance with our policy pertaining to the impairment of long-lived assets. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill and indefinite-lived intangible assets are not amortized, but are evaluated for impairment annually or more often if indicators of a potential impairment are present. Our annual impairment tests are conducted at the beginning of the fourth quarter. We test goodwill for impairment by performing a qualitative assessment or using a two-step quantitative process. If we choose to perform a qualitative assessment, we evaluate economic, industry and company-specific factors as an initial step in assessing the fair value of the related reporting unit. If we determine that it is more likely than not that the fair value of the reporting unit is less than its carrying value, the two-step process is then performed. Otherwise, no further testing is required. For those reporting units tested using the two-step process, we first compare the fair value of each reporting unit with the carrying amount of the reporting unit, including goodwill. If the estimated fair value of the reporting unit is less than the carrying amount of the reporting unit, we complete a second step to determine the amount of the goodwill impairment that we should record. In the second step, we determine an implied fair value of the reporting unit’s goodwill by allocating the reporting unit’s fair value to all of its assets and liabilities other than goodwill (including any unrecognized intangible assets). We compare the resulting implied fair value of the goodwill to the carrying amount and record an impairment charge for the difference. We test individual indefinite-lived intangible assets by comparing the estimated fair value with the book values of each asset. We determine the fair value of our reporting units and indefinite-lived intangible assets using an income approach. Under the income approach, we calculate the fair value of our reporting units and indefinite-lived intangible assets based on the present value of estimated future cash flows. Considerable management judgment is necessary to evaluate the impact of operating and macroeconomic changes and to estimate the future cash flows used to measure fair value. Our estimates of future cash flows consider past performance, current and anticipated market conditions and internal projections and operating plans which incorporate estimates for sales growth and profitability, and cash flows associated with taxes and capital spending. Additional assumptions include forecasted growth rates, estimated discount rates, which may be risk-adjusted for the operating market of the reporting unit, and estimated royalty rates that would be charged for comparable branded licenses. We believe such assumptions also reflect current and anticipated market conditions and are consistent with those that would be used by other marketplace participants for similar valuation purposes. Such assumptions are subject to change due to changing economic and competitive conditions. See Note 3 for additional information regarding the results of impairment tests. The cost of intangible assets with finite useful lives is amortized on a straight-line basis. Our finite-lived intangible assets consist primarily of certain trademarks, customer-related intangible assets and patents obtained through business acquisitions, which are amortized over estimated useful lives of approximately 25 years , 15 years , and 5 years , respectively. When certain events or changes in operating conditions indicate that the carrying value of these assets may not be recoverable, we perform an impairment assessment and may adjust the remaining useful lives. |
Currency Translation | Currency Translation The financial statements of our foreign entities with functional currencies other than the U.S. dollar are translated into U.S. dollars, with the resulting translation adjustments recorded as a component of other comprehensive income (loss). Assets and liabilities are translated into U.S. dollars using the exchange rates in effect at the balance sheet date, while income and expense items are translated using the average exchange rates during the period. |
Derivative Instruments | Derivative Instruments We use derivative instruments principally to offset exposure to market risks arising from changes in commodity prices, foreign currency exchange rates and interest rates. See Note 5 for additional information on our risk management strategy and the types of instruments we use. Derivative instruments are recognized on the balance sheet at their fair values. When we become party to a derivative instrument and intend to apply hedge accounting, we designate the instrument for financial reporting purposes as a cash flow or fair value hedge. The accounting for changes in fair value (gains or losses) of a derivative instrument depends on whether we have designated it and it qualified as part of a hedging relationship, as noted below: • Changes in the fair value of a derivative that is designated as a cash flow hedge are recorded in accumulated other comprehensive income (“AOCI”) to the extent effective and reclassified into earnings in the same period or periods during which the transaction hedged by that derivative also affects earnings. • Changes in the fair value of a derivative that is designated as a fair value hedge, along with the offsetting loss or gain on the hedged asset or liability that is attributable to the risk being hedged, are recorded in earnings, thereby reflecting in earnings the net extent to which the hedge is not effective in achieving offsetting changes in fair value. • Changes in the fair value of a derivative not designated as a hedging instrument are recognized in earnings in cost of sales or SM&A, consistent with the related exposure. For derivatives designated as hedges, we assess, both at the hedge's inception and on an ongoing basis, whether they are highly effective in offsetting changes in fair values or cash flows of hedged items. The ineffective portion, if any, is recorded directly in earnings. In addition, if we determine that a derivative is not highly effective as a hedge or that it has ceased to be a highly effective hedge, we discontinue hedge accounting prospectively. We do not hold or issue derivative instruments for trading or speculative purposes and are not a party to any instruments with leverage or prepayment features. Cash flows related to the derivative instruments we use to manage interest, commodity or other currency exposures are classified as operating activities. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to current year presentation. Specifically, this includes amounts reclassified to conform to the current year presentation in the Consolidated Statements of Cash Flows. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers , which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers that supersedes most current revenue recognition guidance. This guidance requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires additional financial statement disclosures that will enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows relating to customer contracts. The new standard was originally effective for us on January 1, 2017; however, in July 2015 the FASB decided to defer the effective date by one year. Early application is not permitted, but reporting entities may choose to adopt the standard as of the original effective date. The standard permits the use of either the retrospective or cumulative effect transition method. In 2016, we continued our assessment of the new standard with a focus on identifying the performance obligations included within our revenue arrangements with customers and evaluating our methods of estimating the amount and timing of variable consideration. Based on our assessment to date, we do not currently expect adoption of the new standard to have a material impact on our consolidated financial statements. We currently plan to adopt the requirements of the new standard in the first quarter of 2018 utilizing the cumulative effect transition method. We are continuing our assessment, which may identify other impacts. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This ASU will require lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. This ASU also requires certain quantitative and qualitative disclosures. Accounting guidance for lessors is largely unchanged. The amendments should be applied on a modified retrospective basis. ASU 2016-02 is effective for us beginning January 1, 2019. We are in the process of developing an inventory of our lease arrangements in order to determine the impact that the adoption of ASU 2016-02 will have on our consolidated financial statements and related disclosures. Based on our assessment to date, we expect adoption of this standard to result in a material increase in lease-related assets and liabilities on our consolidated balance sheets; however, we do not expect it to have a significant impact on our consolidated statements of income or cash flows. In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . This ASU is part of the FASB's simplification initiative. The areas for simplification in this ASU involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods, with early adoption permitted. We are adopting this statement effective January 1, 2017 and we expect the revised classification of excess tax benefits to have a favorable impact on our 2017 net income. We do not expect it to have a significant impact on our consolidated balance sheets or statements of cash flows. No other new accounting pronouncement issued or effective during the fiscal year had or is expected to have a material impact on our consolidated financial statements or disclosures. |
BUSINESS ACQUISITIONS AND DIV28
BUSINESS ACQUISITIONS AND DIVESTITURES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Ripple Brand Collective, LLC [Member] | |
Business Acquisition and Divestitures [Line Items] | |
Summary of Purchase Consideration Allocation to Assets Acquired and Liabilities Assumed | The purchase consideration was allocated to assets acquired and liabilities assumed based on their respective fair values as follows: Goodwill $ 128,110 Trademarks 91,200 Other intangible assets 60,900 Other assets, primarily current assets, net of cash acquired totaling $674 12,375 Current liabilities (7,211 ) Net assets acquired $ 285,374 |
KRAVE Pure Foods, Inc. | |
Business Acquisition and Divestitures [Line Items] | |
Summary of Purchase Consideration Allocation to Assets Acquired and Liabilities Assumed | The purchase consideration was allocated to assets acquired and liabilities assumed based on their respective fair values as follows: Goodwill $ 147,089 Trademarks 112,000 Other intangible assets 17,000 Other assets, primarily current assets, net of cash acquired totaling $1,362 9,465 Current liabilities (2,756 ) Non-current deferred tax liabilities (47,344 ) Net assets acquired $ 235,454 |
Shanghai Golden Monkey Food Joint Stock Co., Ltd. | |
Business Acquisition and Divestitures [Line Items] | |
Summary of Purchase Consideration Allocation to Assets Acquired and Liabilities Assumed | A roll-forward of the estimated acquisition-date fair values at December 31, 2014 to the final acquisition-date fair values as of September 26, 2015, the conclusion of the one-year measurement period, is as follows: Acquisition date purchase price allocation* In millions of dollars At 12/31/14 Adjustments At 9/26/15 Accounts receivable - trade $ 46 $ (26 ) $ 20 Inventories 42 (1 ) 41 Other current assets 37 6 43 Property, plant and equipment 112 2 114 Goodwill 235 49 284 Other intangible assets 145 — 145 Other non-current assets 35 (3 ) 32 Current liabilities assumed (54 ) (20 ) (74 ) Short-term debt assumed (105 ) — (105 ) Other non-current liabilities assumed, principally deferred taxes (52 ) (2 ) (54 ) Net assets acquired $ 441 $ 446 * Note that the final opening balance sheet value of goodwill presented in the schedule above differs from total write-off of $280.8 million due to changes in foreign currency exchange rates since the date of acquisition (see Note 3). |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of the Changes in the Carrying Value of Goodwill by Reportable Segment | The changes in the carrying value of goodwill by reportable segment for the years ended December 31, 2016 and 2015 are as follows: North America International and Other Total Goodwill $ 538,322 $ 336,179 $ 874,501 Accumulated impairment loss (4,973 ) (76,573 ) (81,546 ) Balance at January 1, 2015 533,349 259,606 792,955 Acquired during the period (see Note 2) 147,089 — 147,089 Impairment — (280,802 ) (280,802 ) Purchase price allocation adjustments 1,820 46,203 48,023 Foreign currency translation (20,175 ) (2,838 ) (23,013 ) Balance at December 31, 2015 662,083 22,169 684,252 Acquired during the period (see Note 2) 128,110 — 128,110 Foreign currency translation 1,997 (2,015 ) (18 ) Balance at December 31, 2016 $ 792,190 $ 20,154 $ 812,344 |
Schedule of Gross Carrying Amount and Accumulated Amortization for Each Major Class of Intangible Asset | The following table provides the gross carrying amount and accumulated amortization for each major class of intangible asset: December 31, 2016 2015 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Intangible assets subject to amortization: Trademarks $ 317,023 $ (30,458 ) $ 227,511 $ (16,246 ) Customer-related 200,409 (36,482 ) 146,532 (26,643 ) Patents 16,426 (13,700 ) 16,857 (12,481 ) Total 533,858 (80,640 ) 390,900 (55,370 ) Intangible assets not subject to amortization: Trademarks 39,519 43,775 Total other intangible assets $ 492,737 $ 379,305 |
Summary of Amortization Expense, for the Next Five Years | Amortization expense for the next five years, based on current intangible balances, is estimated to be as follows: Year ending December 31, 2017 2018 2019 2020 2021 Amortization expense $ 28,780 $ 27,240 $ 27,133 $ 26,894 $ 26,862 |
SHORT AND LONG-TERM DEBT (Table
SHORT AND LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt consisted of the following: December 31, 2016 2015 5.45% Notes due 2016 $ — $ 250,000 1.50% Notes due 2016 — 250,000 1.60% Notes due 2018 300,000 300,000 4.125% Notes due 2020 350,000 350,000 8.8% Debentures due 2021 84,715 84,715 2.625% Notes due 2023 250,000 250,000 3.20% Notes due 2025 300,000 300,000 2.30% Notes due 2026 500,000 — 7.2% Debentures due 2027 193,639 193,639 3.375% Notes due 2046 300,000 — Lease obligations 83,619 82,747 Net impact of interest rate swaps, debt issuance costs and unamortized debt discounts (14,275 ) (4,087 ) Total long-term debt 2,347,698 2,057,014 Less—current portion 243 499,923 Long-term portion $ 2,347,455 $ 1,557,091 |
Schedule of Maturities of Long-term Debt | Aggregate annual maturities of long-term debt are as follows for the years ending December 31: 2017 $ 243 2018 300,279 2019 367 2020 350,462 2021 85,279 Thereafter 1,611,068 |
Schedule Of Net Interest Expense | Net interest expense consisted of the following: For the years ended December 31, 2016 2015 2014 Interest expense $ 97,851 $ 93,520 $ 93,777 Capitalized interest (5,903 ) (12,537 ) (6,179 ) Loss on extinguishment of debt — 28,326 — Interest expense 91,948 109,309 87,598 Interest income (1,805 ) (3,536 ) (4,066 ) Interest expense, net $ 90,143 $ 105,773 $ 83,532 |
DERIVATIVE INSTRUMENTS (Tables)
DERIVATIVE INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table presents the classification of derivative assets and liabilities within the Consolidated Balance Sheets as of December 31, 2016 and 2015 : December 31, 2016 2015 Assets (1) Liabilities (1) Assets (1) Liabilities (1) Derivatives designated as cash flow hedging instruments: Commodities futures and options (2) $ — $ — $ — $ 479 Foreign exchange contracts 2,229 809 367 475 Interest rate swap agreements — — — 40,299 2,229 809 367 41,253 Derivatives designated as fair value hedging instruments: Interest rate swap agreements 1,768 — 4,313 — Derivatives not designated as hedging instruments: Commodities futures and options (2) 2,348 10,000 — 1,574 Deferred compensation derivatives 717 — 1,198 — Foreign exchange contracts — 16 69 — 3,065 10,016 1,267 1,574 Total $ 7,062 $ 10,825 $ 5,947 $ 42,827 (1) Derivatives assets are classified on our balance sheet within prepaid expenses and other as well as other assets. Derivative liabilities are classified on our balance sheet within accrued liabilities and other long-term liabilities. (2) As of December 31, 2016 , assets and liabilities include the net of assets of $140,885 and liabilities of $150,872 associated with cash transfers receivable or payable on commodities futures contracts reflecting the change in quoted market prices on the last trading day for the period. The comparable amounts reflected on a net basis in liabilities at December 31, 2015 were assets of $54,090 and liabilities of $54,860 . At December 31, 2016 and 2015, the remaining amount reflected in assets and liabilities related to the fair value of other non-exchange traded derivative instruments, respectively. |
Summary of the Effect of Derivative Instruments on the Consolidated Statements of Income | The effect of derivative instruments on the Consolidated Statements of Income for the years ended December 31, 2016 and December 31, 2015 was as follows: Non-designated Hedges Cash Flow Hedges Gains (losses) recognized in income (a) Gains (losses) recognized in other comprehensive income (“OCI”) (effective portion) Gains (losses) reclassified from accumulated OCI into income (effective portion) (b) Gains recognized in income (ineffective portion) (c) 2016 2015 2016 2015 2016 2015 2016 2015 Commodities futures and options $ (171,753 ) $ (2,777 ) $ — $ 84,382 $ 30,783 $ 40,600 $ — $ 987 Foreign exchange contracts (46 ) 487 (5,485 ) (155 ) (5,625 ) 956 — — Interest rate swap agreements — — (47,223 ) (22,388 ) (8,676 ) (4,922 ) — — Deferred compensation derivatives 2,203 173 — — — — — — Total $ (169,596 ) $ (2,117 ) $ (52,708 ) $ 61,839 $ 16,482 $ 36,634 $ — $ 987 (a) Gains (losses) recognized in income for non-designated commodities futures and options contracts were included in cost of sales. Gains (losses) recognized in income for non-designated foreign currency forward exchange contracts and deferred compensation derivatives were included in selling, marketing and administrative expenses. (b) Gains (losses) reclassified from AOCI into income were included in cost of sales for commodities futures and options contracts and for foreign currency forward exchange contracts designated as hedges of purchases of inventory or other productive assets. Other gains (losses) for foreign currency forward exchange contracts were included in selling, marketing and administrative expenses. Losses reclassified from AOCI into income for interest rate swap agreements were included in interest expense. (c) Gains representing hedge ineffectiveness were included in cost of sales for commodities futures and options contracts. |
FAIR VALUE MEASUREMENTS FAIR 32
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Fair Value Measurements, Nonrecurring [Table Text Block] | The following table presents assets and liabilities that were measured at fair value in the Consolidated Balance Sheet on a recurring basis as of December 31, 2016 and 2015 : Assets (Liabilities) Level 1 Level 2 Level 3 Total December 31, 2016: Derivative Instruments: Assets: Foreign exchange contracts (1) $ — $ 2,229 $ — $ 2,229 Interest rate swap agreements (2) — 1,768 — 1,768 Deferred compensation derivatives (3) — 717 — 717 Commodities futures and options (4) 2,348 — — 2,348 Liabilities: Foreign exchange contracts (1) — 825 — 825 Interest rate swap agreements (2) — — — — Commodities futures and options (4) 10,000 — — 10,000 December 31, 2015: Assets: Foreign exchange contracts (1) $ — $ 436 $ — $ 436 Interest rate swap agreements (2) — 4,313 — 4,313 Deferred compensation derivatives (3) — 1,198 — 1,198 Liabilities: Foreign exchange contracts (1) — 475 — 475 Interest rate swap agreements (2) — 40,299 — 40,299 Commodities futures and options (4) 2,053 — — 2,053 (1) The fair value of foreign currency forward exchange contracts is the difference between the contract and current market foreign currency exchange rates at the end of the period. We estimate the fair value of foreign currency forward exchange contracts on a quarterly basis by obtaining market quotes of spot and forward rates for contracts with similar terms, adjusted where necessary for maturity differences. (2) The fair value of interest rate swap agreements represents the difference in the present value of cash flows calculated at the contracted interest rates and at current market interest rates at the end of the period. We calculate the fair value of interest rate swap agreements quarterly based on the quoted market price for the same or similar financial instruments. (3) The fair value of deferred compensation derivatives is based on quoted prices for market interest rates and a broad market equity index. (4) The fair value of commodities futures and options contracts is based on quoted market prices. |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments [Table Text Block] | The fair values and carrying values of long-term debt, including the current portion, were as follows: Fair Value Carrying Value At December 31, 2016 2015 2016 2015 Current portion of long-term debt $ 243 $ 509,580 $ 243 $ 499,923 Long-term debt 2,379,054 1,668,379 2,347,455 1,557,091 Total 2,379,297 $ 2,177,959 2,347,698 $ 2,057,014 |
BUSINESS REALIGNMENT ACTIVITI33
BUSINESS REALIGNMENT ACTIVITIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Summary of Business Realignment And Impairment Charges | Total costs associated with business realignment activities are classified in our Consolidated Statements of Income as follows: For the years ended December 31, 2016 2015 2014 Cost of sales $ 58,106 $ 8,801 $ 1,622 Selling, marketing and administrative expense 16,939 17,368 2,947 Business realignment costs 32,526 94,806 29,721 Total costs associated with business realignment activities $ 107,571 $ 120,975 $ 34,290 Costs recorded in 2016 , 2015 and 2014 related to these activities are as follows: For the years ended December 31, 2016 2015 2014 Operational Optimization Program: Severance $ 17,872 $ — $ — Accelerated depreciation 48,590 — — Other program costs 21,831 — — 2015 Productivity Initiative: Severance — 81,290 — Pension settlement charges 13,669 10,178 — Other program costs 5,609 14,285 — Other international restructuring programs: Severance — 6,651 2,947 Accelerated depreciation and amortization — 5,904 — Mauna Loa Divestiture (see Note 2) — 2,667 22,256 Project Next Century — — 9,087 Total $ 107,571 $ 120,975 $ 34,290 |
Summary of Business Realignment Activity | The following table presents the liability activity for employee-related costs qualifying as exit and disposal costs for the year ended December 31, 2016 : Total Liability balance at December 31, 2015 $ 16,310 2016 business realignment charges (1) 18,857 Cash payments (31,522 ) Other, net 80 Liability balance at December 31, 2016 (reported within accrued liabilities) $ 3,725 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income (Loss) Before Income Taxes | The components of income (loss) before income taxes are as follows: For the years ended December 31, 2016 2015 2014 Domestic $ 1,395,440 $ 1,357,618 $ 1,320,738 Foreign (295,959 ) (455,771 ) (14,695 ) Income before income taxes $ 1,099,481 $ 901,847 $ 1,306,043 |
Schedule of Components of Income Tax Expense (Benefit) | The components of our provision for income taxes are as follows: For the years ended December 31, 2016 2015 2014 Current: Federal $ 391,705 $ 409,060 $ 385,642 State 51,706 47,978 52,331 Foreign (25,877 ) (29,605 ) 2,362 417,534 427,433 440,335 Deferred: Federal (7,706 ) (31,153 ) 20,649 State (452 ) (2,346 ) 2,725 Foreign (29,939 ) (5,038 ) (4,578 ) (38,097 ) (38,537 ) 18,796 Total provision for income taxes $ 379,437 $ 388,896 $ 459,131 |
Schedule of Deferred Tax Asset and Liabilities | The significant temporary differences that comprised the deferred tax assets and liabilities are as follows: December 31, 2016 2015 Deferred tax assets: Post-retirement benefit obligations $ 90,584 $ 95,763 Accrued expenses and other reserves 141,228 163,908 Stock-based compensation 48,500 46,665 Derivative instruments 44,010 8,858 Pension 14,662 28,940 Lease financing obligation 18,950 18,947 Accrued trade promotion reserves 50,463 36,501 Net operating loss carryforwards 143,085 99,155 Capital loss carryforwards 38,691 44,546 Other 14,452 14,444 Gross deferred tax assets 604,625 557,727 Valuation allowance (235,485 ) (207,055 ) Total deferred tax assets 369,140 350,672 Deferred tax liabilities: Property, plant and equipment, net 202,300 218,729 Acquired intangibles 113,074 120,420 Inventories 27,608 20,063 Other 8,884 8,258 Total deferred tax liabilities 351,866 367,470 Net deferred tax assets (liabilities) $ 17,274 $ (16,798 ) Included in: Non-current deferred tax assets, net 56,861 36,390 Non-current deferred tax liabilities, net (39,587 ) (53,188 ) Net deferred tax assets (liabilities) $ 17,274 $ (16,798 ) |
Schedule of Effective Income Tax Rate Reconciliation | The following table reconciles the federal statutory income tax rate with our effective income tax rate: For the years ended December 31, 2016 2015 2014 Federal statutory income tax rate 35.0 % 35.0 % 35.0 % Increase (reduction) resulting from: State income taxes, net of Federal income tax benefits 3.4 4.2 3.0 Qualified production income deduction (3.8 ) (4.4 ) (2.4 ) Business realignment and impairment charges and gain on sale of trademark licensing rights 0.4 10.8 0.7 Foreign rate differences 3.6 2.2 (0.1 ) Historic and solar tax credits (3.3 ) (3.3 ) — Other, net (0.8 ) (1.4 ) (1.0 ) Effective income tax rate 34.5 % 43.1 % 35.2 % |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: December 31, 2016 2015 Balance at beginning of year $ 33,411 $ 32,230 Additions for tax positions taken during prior years 2,804 1,122 Reductions for tax positions taken during prior years (4,080 ) (2,112 ) Additions for tax positions taken during the current year 9,100 6,623 Settlements — (702 ) Expiration of statutes of limitations (5,233 ) (3,750 ) Balance at end of year $ 36,002 $ 33,411 |
PENSION AND OTHER POST-RETIRE35
PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Defined Benefit Plans | A summary of the changes in benefit obligations, plan assets and funded status of these plans is as follows: Pension Benefits Other Benefits December 31, 2016 2015 2016 2015 Change in benefit obligation Projected benefit obligation at beginning of year $ 1,169,424 $ 1,260,895 $ 255,617 $ 294,064 Service cost 23,075 28,300 299 542 Interest cost 41,875 44,179 9,731 10,187 Plan amendments (43,065 ) 67 — — Actuarial (gain) loss 15,804 (51,064 ) (2,998 ) (26,887 ) Curtailment — (2,693 ) — 292 Settlement (59,784 ) (57,193 ) — — Divestiture — (4,047 ) — — Currency translation and other 1,416 (11,456 ) 314 (2,206 ) Benefits paid (30,427 ) (37,564 ) (20,117 ) (20,375 ) Projected benefit obligation at end of year 1,118,318 1,169,424 242,846 255,617 Change in plan assets Fair value of plan assets at beginning of year 1,041,902 1,136,943 — — Actual return on plan assets 49,012 (19,804 ) — — Employer contributions 21,580 32,898 20,117 20,375 Settlement (59,784 ) (57,193 ) — — Divestiture — (2,485 ) — — Currency translation and other 1,393 (10,893 ) — — Benefits paid (30,427 ) (37,564 ) (20,117 ) (20,375 ) Fair value of plan assets at end of year 1,023,676 1,041,902 — — Funded status at end of year $ (94,642 ) $ (127,522 ) $ (242,846 ) $ (255,617 ) Amounts recognized in the Consolidated Balance Sheets: Other assets $ 39 $ — $ — $ — Accrued liabilities (28,994 ) (4,841 ) (22,576 ) (24,205 ) Other long-term liabilities (65,687 ) (122,681 ) (220,270 ) (231,412 ) Total $ (94,642 ) $ (127,522 ) $ (242,846 ) $ (255,617 ) Amounts recognized in Accumulated Other Comprehensive Income (Loss), net of tax: Actuarial net (loss) gain $ (243,228 ) $ (264,570 ) $ 9,264 $ 7,574 Net prior service credit (cost) 28,360 4,267 (1,565 ) (1,919 ) Net amounts recognized in AOCI $ (214,868 ) $ (260,303 ) $ 7,699 $ 5,655 |
Schedule of Accumulated Benefit Obligations in Excess of Fair Value of Plan Assets | Plans with accumulated benefit obligations in excess of plan assets were as follows: December 31, 2016 2015 Projected benefit obligation $ 1,118,294 $ 1,110,232 Accumulated benefit obligation 1,081,254 1,081,002 Fair value of plan assets 1,023,613 985,111 |
Summary of Components of Net Periodic Benefit Cost | The components of net periodic benefit cost were as follows: Pension Benefits Other Benefits For the years ended December 31, 2016 2015 2014 2016 2015 2014 Amounts recognized in net periodic benefit cost Service cost $ 23,075 $ 28,300 $ 26,935 $ 299 $ 542 $ 706 Interest cost 41,875 44,179 48,886 9,731 10,187 11,696 Expected return on plan assets (58,820 ) (68,830 ) (74,080 ) — — — Amortization of prior service (credit) cost (1,555 ) (1,178 ) (667 ) 575 611 616 Amortization of net loss (gain) 34,940 30,510 23,360 (13 ) (57 ) (141 ) Curtailment credit — (688 ) — — 204 — Settlement loss 22,657 23,067 — — — — Total net periodic benefit cost $ 62,172 $ 55,360 $ 24,434 $ 10,592 $ 11,487 $ 12,877 Change in plan assets and benefit obligations recognized in AOCI, pre-tax Actuarial net (gain) loss $ (31,772 ) $ (21,554 ) $ 99,136 $ (3,047 ) $ (26,270 ) $ 36,021 Prior service (credit) cost (41,517 ) 1,748 833 (572 ) (834 ) (629 ) Total recognized in other comprehensive (income) loss, pre-tax $ (73,289 ) $ (19,806 ) $ 99,969 $ (3,619 ) $ (27,104 ) $ 35,392 Net amounts recognized in periodic benefit cost and AOCI $ (11,117 ) $ 35,554 $ 124,403 $ 6,973 $ (15,617 ) $ 48,269 |
Schedule of Amounts in Accumulated Other Comprehensive Income (Loss) to be Recognized over Next Fiscal Year | Amounts expected to be amortized from AOCI into net periodic benefit cost during 2017 are as follows: Pension Plans Post-Retirement Benefit Plans Amortization of net actuarial loss (gain) $ 33,567 $ (1 ) Amortization of prior service (credit) cost $ (5,822 ) $ 747 |
Summary of Weighted-Average Assumptions Used in Computing the Benefit Obligation | The weighted-average assumptions used in computing the benefit obligations were as follows: Pension Benefits Other Benefits December 31, 2016 2015 2016 2015 Discount rate 3.8 % 4.0 % 3.8 % 4.0 % Rate of increase in compensation levels 3.8 % 3.8 % N/A N/A The weighted-average assumptions used in computing net periodic benefit cost were as follows: Pension Benefits Other Benefits For the years ended December 31, 2016 2015 2014 2016 2015 2014 Discount rate 4.0 % 3.7 % 4.5 % 4.0 % 3.7 % 4.5 % Expected long-term return on plan assets 6.1 % 6.3 % 7.0 % N/A N/A N/A Rate of compensation increase 3.8 % 4.1 % 4.0 % N/A N/A N/A |
Schedule of Effect of One-Percentage-Point Change in Assumed Health Care Cost Trend Rates | A one-percentage point change in assumed health care cost trend rates would have the following effects: Impact of assumed health care cost trend rates One-Percentage One-Percentage Effect on total service and interest cost components $ 151 $ (132 ) Effect on accumulated post-retirement benefit obligation 3,858 (3,373 ) |
Schedule of Allocation of Plan Assets | The following table sets forth by level, within the fair value hierarchy (as defined in Note 6), pension plan assets at their fair values as of December 31, 2016 : Quoted prices in active markets of identical assets Significant other observable inputs Significant other unobservable inputs (Level 3) Total Cash and cash equivalents $ 576 $ 9,540 $ — $ 10,116 Equity securities: Global all-cap (a) 20,216 242,214 — 262,430 Fixed income securities: U.S. government/agency — 228,648 — 228,648 Corporate bonds (b) — 199,634 — 199,634 Collateralized obligations (c) — 50,532 — 50,532 International government/corporate bonds (d) — 30,928 — 30,928 Alternative investments: Global diversified assets (e) — 146,975 — 146,975 Global real estate investment trusts (f) — 48,000 — 48,000 Global infrastructure (g) — 46,413 — 46,413 Total pension plan assets $ 20,792 $ 1,002,884 $ — $ 1,023,676 The following table sets forth by level, within the fair value hierarchy, pension plan assets at their fair values as of December 31, 2015 : Quoted prices in active markets of identical assets (Level 1) Significant other observable inputs(Level 2) Significant other unobservable inputs (Level 3) Total Cash and cash equivalents $ 1,763 $ 30,389 $ — $ 32,152 Equity securities: U.S. all-cap (h) — 138,367 — 138,367 International all-cap (i) 108,862 3,118 — 111,980 Global all-cap (a) 73,157 196,063 — 269,220 Fixed income securities: U.S. government/agency 117,378 120,136 — 237,514 Corporate bonds (b) 101,476 37,748 — 139,224 Collateralized obligations (c) 32,532 8,157 — 40,689 International government/corporate bonds (d) 31,917 40,839 — 72,756 Total pension plan assets $ 467,085 $ 574,817 $ — $ 1,041,902 (a) This category comprises equity funds that primarily track the MSCI World Index or MSCI All Country World Index. (b) This category comprises fixed income funds primarily invested in investment grade and high yield bonds. (c) This category comprises fixed income funds primarily invested in high quality mortgage-backed securities and other asset-backed obligations. (d) This category comprises fixed income funds primarily invested in Canadian and other international bonds. (e) This category comprises diversified funds invested across alternative asset classes. (f) This category comprises equity funds primarily invested in publicly traded real estate securities. (g) This category comprises equity funds primarily invested in publicly traded listed infrastructure securities. (h) This category comprises equity funds that track the Russell 3000 index. (i) This category comprises equity funds that track the MSCI World Ex-US index. Our target asset allocation for our major domestic pension plans as of December 31, 2016 was as follows: Asset Class Target Asset Allocation Cash 1% Equity securities 25% Fixed income securities 49% Alternative investments, including real estate, listed infrastructure and other 25% |
Schedule of Expected Benefit Payments | Total benefit payments expected to be paid to plan participants, including pension benefits funded from the plans and other benefits funded from Company assets, are as follows: Expected Benefit Payments 2017 2018 2019 2020 2021 2022-2026 Pension Benefits $ 96,972 $ 69,299 $ 73,438 $ 78,863 $ 79,714 $ 423,587 Other Benefits 22,593 20,546 18,813 17,642 16,698 71,616 |
STOCK COMPENSATION PLANS (Table
STOCK COMPENSATION PLANS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock Compensation Costs | For the periods presented, compensation expense for all types of stock-based compensation programs and the related income tax benefit recognized were as follows: For the years ended December 31, 2016 2015 2014 Pre-tax compensation expense $ 54,785 $ 51,533 $ 54,068 Related income tax benefit 17,148 17,109 18,653 |
Summary of Activity Relating to the Grants of Stock Options | A summary of activity relating to grants of stock options for the year ended December 31, 2016 is as follows: Stock Options Shares Weighted-Average Weighted-Average Remaining Aggregate Intrinsic Value Outstanding at beginning of the period 6,842,563 $75.48 5.8 years Granted 1,356,440 $90.73 Exercised (1,762,827 ) $58.72 Forfeited (244,168 ) $98.72 Outstanding as of December 31, 2016 6,192,008 $82.67 6.2 years $ 121,202 Options exercisable as of December 31, 2016 3,498,601 $72.15 4.6 years $ 103,865 |
Summary of Fair Value Estimated on the Grant Date and the Weighted Average Assumptions | The fair value was estimated on the date of grant using a Black-Scholes option-pricing model and the following weighted-average assumptions: For the years ended December 31, 2016 2015 2014 Dividend yields 2.4 % 2.1 % 2.0 % Expected volatility 16.8 % 20.7 % 22.3 % Risk-free interest rates 1.5 % 1.9 % 2.1 % Expected term in years 6.8 6.7 6.7 l “Dividend yields” means the sum of dividends declared for the four most recent quarterly periods, divided by the average price of our Common Stock for the comparable periods; l “Expected volatility” means the historical volatility of our Common Stock over the expected term of each grant; l “Risk-free interest rates” means the U.S. Treasury yield curve rate in effect at the time of grant for periods within the contractual life of the stock option; and l “Expected term” means the period of time that stock options granted are expected to be outstanding based primarily on historical data. |
Summary of Outstanding Stock Options | The following table summarizes information about stock options outstanding as of December 31, 2016 : Options Outstanding Options Exercisable Range of Exercise Prices Number Weighted- Weighted- Number Weighted- $33.40 - $60.68 1,825,259 3.5 $51.27 1,825,259 $51.27 $60.69 - $90.39 2,208,766 7.5 $86.58 730,253 $81.66 $90.40 - $111.76 2,157,983 7.1 $105.22 943,089 $105.20 $33.40 - $111.76 6,192,008 6.2 $82.67 3,498,601 $72.15 |
Summary of Activity Relating to Grants of PSUs and RSUs | A summary of activity relating to grants of PSUs and RSUs for the period ended December 31, 2016 is as follows: Performance Stock Units and Restricted Stock Units Number of units Weighted-average grant date fair value for equity awards (per unit) Outstanding at beginning of year 495,207 $106.40 Granted 545,750 $93.55 Performance assumption change 79,889 $92.43 Vested (239,270 ) $94.59 Forfeited (53,348 ) $98.93 Outstanding at end of year 828,228 $102.66 |
Schedule of Information Pertaining to Fair Value of PSUs and RSUs Granted for Potential Future Distribution | The following table sets forth information about the fair value of the PSUs and RSUs granted for potential future distribution to employees and non-employee directors. In addition, the table provides assumptions used to determine the fair value of the market-based total shareholder return component using the Monte Carlo simulation model on the date of grant. For the years ended December 31, 2016 2015 2014 Units granted 545,750 381,407 331,788 Weighted-average fair value at date of grant $ 93.55 $ 104.68 $ 115.57 Monte Carlo simulation assumptions: Estimated values $ 38.02 $ 61.22 $ 80.95 Dividend yields 2.5 % 2.0 % 1.8 % Expected volatility 17.0 % 14.9 % 15.5 % l “Estimated values” means the fair value for the market-based total shareholder return component of each PSU at the date of grant using a Monte Carlo simulation model; l “Dividend yields” means the sum of dividends declared for the four most recent quarterly periods, divided by the average price of our Common Stock for the comparable periods; l “Expected volatility” means the historical volatility of our Common Stock over the expected term of each grant. |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Summary of Net Sales and Earnings, and Depreciation and Amortization, by Segment | Our segment net sales and earnings were as follows: For the years ended December 31, 2016 2015 2014 Net sales: North America $ 6,532,988 $ 6,468,158 $ 6,352,729 International and Other 907,193 918,468 1,069,039 Total $ 7,440,181 $ 7,386,626 $ 7,421,768 Segment income (loss): North America $ 2,040,995 $ 2,073,967 $ 1,916,207 International and Other (29,139 ) (98,067 ) 40,004 Total segment income 2,011,856 1,975,900 1,956,211 Unallocated corporate expense (1) 497,423 497,386 503,234 Unallocated mark-to-market losses on commodity derivatives (2) 163,238 — — Goodwill and other intangible asset impairment charges 4,204 280,802 15,900 Costs associated with business realignment activities 107,571 120,975 34,290 Non-service related pension expense (income) 27,157 18,079 (1,834 ) Acquisition and integration costs 6,480 20,899 12,360 Operating profit 1,205,783 1,037,759 1,392,261 Interest expense, net 90,143 105,773 83,532 Other (income) expense, net 16,159 30,139 2,686 Income before income taxes $ 1,099,481 $ 901,847 $ 1,306,043 (1) Includes centrally-managed (a) corporate functional costs relating to legal, treasury, finance, and human resources, (b) expenses associated with the oversight and administration of our global operations, including warehousing, distribution and manufacturing, information systems and global shared services, (c) non-cash stock-based compensation expense, and (d) other gains or losses that are not integral to segment performance. (2) Reflects gains and losses on commodity derivative instruments that are excluded from segment income until the related inventory is sold. See Note 5. |
Allocation Of Net Derivative Gains Losses From Economic Hedges To Operating Results Of Reporting Segments Table [Table Text Block] | Activity within the unallocated mark-to-market (gains) losses on commodity derivatives for the year ended December 31, 2016 included: For the year ended December 31, 2016 Net losses on mark-to-market valuation of unallocated commodity derivative positions $ 171,753 Net losses on commodity derivative positions allocated to segment income 8,515 Net losses on mark-to-market valuation of commodity derivative positions remaining in unallocated derivative (gains) losses $ 163,238 |
Reconciliation of Other Significant Reconciling Items from Segments to Consolidated [Table Text Block] | Depreciation and amortization expense included within segment income presented above is as follows: For the years ended December 31, 2016 2015 2014 North America $ 162,211 $ 153,185 $ 146,475 International and Other 50,753 46,342 28,463 Corporate (1) 88,873 45,401 36,594 Total $ 301,837 $ 244,928 $ 211,532 (1) Corporate includes non-cash asset-related accelerated depreciation and amortization related to business realignment activities, as discussed in Note 7. Such amounts are not included within our measure of segment income. |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | Additional geographic information is as follows: 2016 2015 2014 Net sales: United States $ 6,196,723 $ 6,116,490 $ 5,996,564 Other 1,243,458 1,270,136 1,425,204 Total $ 7,440,181 $ 7,386,626 $ 7,421,768 Long-lived assets: United States $ 1,528,255 $ 1,528,723 $ 1,477,455 Other 648,993 711,737 674,446 Total $ 2,177,248 $ 2,240,460 $ 2,151,901 |
EQUITY AND NONCONTROLLING INT38
EQUITY AND NONCONTROLLING INTERESTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Summary of the Changes in the Outstanding Shares of Common Stock | Changes in the outstanding shares of Common Stock for the past three years were as follows: For the years ended December 31, 2016 2015 2014 Shares issued 359,901,744 359,901,744 359,901,744 Treasury shares at beginning of year (143,124,384 ) (138,856,786 ) (136,007,023 ) Stock repurchases: Repurchase programs (4,640,964 ) (4,209,112 ) (2,135,268 ) Stock-based compensation programs (1,820,766 ) (1,776,838 ) (3,676,513 ) Stock issuances: Stock-based compensation programs 1,944,105 1,718,352 2,962,018 Treasury shares at end of year (147,642,009 ) (143,124,384 ) (138,856,786 ) Net shares outstanding at end of year 212,259,735 216,777,360 221,044,958 |
Summary of Activity Relating to the Non-controlling Interests and Redeemable Non-controlling Interest | A roll-forward showing the 2016 activity relating to the noncontrolling interest follows: Noncontrolling Interests Balance, December 31, 2015 $ 49,465 Net loss attributable to noncontrolling interests (1) (3,970 ) Other comprehensive loss - foreign currency translation adjustments (3,664 ) Balance, December 31, 2016 $ 41,831 (1) Amounts are not considered significant and are presented within selling, marketing and administrative expenses. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase Obligations Covered by Purchase Agreements with Various Suppliers Future Maturity Schedule | As of December 31, 2016 , we had entered into agreements for the purchase of raw materials with various suppliers. Subject to meeting our quality standards, the purchase obligations covered by these agreements were as follows as of December 31, 2016 : In millions of dollars 2017 2018 2019 2020 Purchase obligations $ 1,282.2 $ 240.5 $ 36.0 $ — |
Future Minimum Payments under Non-Cancelable Operating Leases | We also have commitments under various operating lease arrangements. Future minimum payments under lease arrangements with a remaining term in excess of one year were as follows as of December 31, 2016 : In millions of dollars 2017 2018 2019 2020 2021 Thereafter Future minimum rental payments $ 11.7 $ 13.7 $ 12.4 $ 10.9 $ 10.8 $ 189.0 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Earnings Per Share | We compute basic and diluted earnings per share based on the weighted-average number of shares of Common Stock and Class B common stock outstanding as follows: For the years ended December 31, 2016 2015 2014 Common Stock Class B Common Stock Common Stock Class B Common Stock Common Stock Class B Common Stock Basic earnings per share: Numerator: Allocation of distributed earnings (cash dividends paid) $ 367,081 $ 132,394 $ 352,953 $ 123,179 $ 328,752 $ 111,662 Allocation of undistributed earnings 162,299 58,270 27,324 9,495 303,801 102,697 Total earnings—basic $ 529,380 $ 190,664 $ 380,277 $ 132,674 $ 632,553 $ 214,359 Denominator (shares in thousands): Total weighted-average shares—basic 153,519 60,620 158,471 60,620 161,935 60,620 Earnings Per Share—basic $ 3.45 $ 3.15 $ 2.40 $ 2.19 $ 3.91 $ 3.54 Diluted earnings per share: Numerator: Allocation of total earnings used in basic computation $ 529,380 $ 190,664 $ 380,277 $ 132,674 $ 632,553 $ 214,359 Reallocation of total earnings as a result of conversion of Class B common stock to Common stock 190,664 — 132,674 — 214,359 — Reallocation of undistributed earnings — (324 ) — (69 ) — (1,071 ) Total earnings—diluted $ 720,044 $ 190,340 $ 512,951 $ 132,605 $ 846,912 $ 213,288 Denominator (shares in thousands): Number of shares used in basic computation 153,519 60,620 158,471 60,620 161,935 60,620 Weighted-average effect of dilutive securities: Conversion of Class B common stock to Common shares outstanding 60,620 — 60,620 — 60,620 — Employee stock options 964 — 1,335 — 1,920 — Performance and restricted stock options 201 — 225 — 362 — Total weighted-average shares—diluted 215,304 60,620 220,651 60,620 224,837 60,620 Earnings Per Share—diluted $ 3.34 $ 3.14 $ 2.32 $ 2.19 $ 3.77 $ 3.52 |
OTHER (INCOME) EXPENSE, NET O41
OTHER (INCOME) EXPENSE, NET OTHER (INCOME) EXPENSE, NET (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Income and Expenses [Abstract] | |
Other Income and Other Expense Disclosure [Text Block] | OTHER (INCOME) EXPENSE, NET Other (income) expense, net reports certain gains and losses associated with activities not directly related to our core operations. A summary of the components of other (income) expense, net is as follows: For the years ended December 31, 2016 2015 2014 Write-down of equity investments in partnerships qualifying for tax credits $ 43,482 $ 39,489 $ — Settlement of SGM liability (see Note 2) (26,650 ) — — Foreign currency exchange loss relating to strategy to cap SGM acquisition price as denominated in U.S. dollars — — 6,722 Gain on acquisition of controlling interest in LSFC — — (4,627 ) Gain on sale of non-core trademark — (9,950 ) — Other (income) expense, net (673 ) 600 591 Total $ 16,159 $ 30,139 $ 2,686 |
SUPPLEMENTAL BALANCE SHEET IN42
SUPPLEMENTAL BALANCE SHEET INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Supplemental Balance Sheet Information | The components of certain Consolidated Balance Sheet accounts are as follows: December 31, 2016 2015 Inventories: Raw materials $ 315,239 $ 353,451 Goods in process 88,490 67,745 Finished goods 528,587 534,983 Inventories at FIFO 932,316 956,179 Adjustment to LIFO (186,638 ) (205,209 ) Total inventories $ 745,678 $ 750,970 Property, plant and equipment: Land $ 103,865 $ 96,666 Buildings 1,238,634 1,084,958 Machinery and equipment 3,001,552 2,886,723 Construction in progress 230,987 448,956 Property, plant and equipment, gross 4,575,038 4,517,303 Accumulated depreciation (2,397,790 ) (2,276,843 ) Property, plant and equipment, net $ 2,177,248 $ 2,240,460 Other assets: Capitalized software, net $ 95,301 $ 68,004 Income tax receivable 1,449 1,428 Other non-current assets 71,615 85,934 Total other assets $ 168,365 $ 155,366 Accrued liabilities: Payroll, compensation and benefits $ 240,080 $ 215,638 Advertising and promotion 358,573 337,945 Due to SGM shareholders — 72,025 Other 152,333 231,359 Total accrued liabilities $ 750,986 $ 856,967 Other long-term liabilities: Post-retirement benefits liabilities $ 220,270 $ 231,412 Pension benefits liabilities 65,687 122,681 Other 114,204 114,625 Total other long-term liabilities $ 400,161 $ 468,718 Accumulated other comprehensive loss: Foreign currency translation adjustments $ (110,613 ) $ (101,236 ) Pension and post-retirement benefit plans, net of tax (207,169 ) (254,648 ) Cash flow hedges, net of tax (58,106 ) (15,141 ) Total accumulated other comprehensive loss $ (375,888 ) $ (371,025 ) |
QUARTERLY DATA (Tables)
QUARTERLY DATA (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Summary quarterly results were as follows: Year 2016 First Second Third Fourth Net sales $ 1,828,812 $ 1,637,671 $ 2,003,454 $ 1,970,244 Gross profit 817,376 747,398 850,848 742,269 Net income 229,832 145,956 227,403 116,853 Common stock: Net income per share—Basic (a) 1.09 0.70 1.09 0.56 Net income per share—Diluted (a) 1.06 0.68 1.06 0.55 Dividends paid per share 0.583 0.583 0.618 0.618 Class B common stock: Net income per share—Basic (a) 0.99 0.64 0.99 0.51 Net income per share—Diluted (a) 0.99 0.64 0.99 0.51 Dividends paid per share 0.530 0.530 0.562 0.562 Market price—common stock: High 93.71 113.49 113.89 104.44 Low 83.32 89.60 94.64 94.63 Year 2015 First Second Third (b) Fourth (b) Net sales $ 1,937,800 $ 1,578,825 $ 1,960,779 $ 1,909,222 Gross profit 900,843 735,408 868,706 877,718 Net income (loss) 244,737 (99,941 ) 140,266 227,889 Common stock: Net income (loss) per share—Basic (a) 1.14 (0.47 ) 0.66 1.08 Net income (loss) per share—Diluted (a) 1.10 (0.47 ) 0.64 1.04 Dividends paid per share 0.535 0.535 0.583 0.583 Class B common stock: Net income (loss) per share—Basic (a) 1.04 (0.42 ) 0.60 0.98 Net income (loss) per share—Diluted (a) 1.03 (0.42 ) 0.60 0.98 Dividends paid per share 0.486 0.486 0.530 0.530 Market price—common stock: High 110.78 101.74 94.31 97.07 Low 98.52 87.86 85.13 83.58 (a) Quarterly income per share amounts do not total to the annual amount due to changes in weighted-average shares outstanding during the year, as well as the impact of excluding dilutive securities in the period in which there was a net loss. (b) In 2015, the Company identified a material weakness in its internal control over financial reporting related to hedge accounting compliance for cocoa commodity derivatives. As a result, hedge accounting treatment for cocoa commodity derivatives was disallowed for the third and fourth quarters of 2015; therefore the impact of changes in fair value of the cocoa commodity futures outstanding during these periods should have been recorded within cost of sales as incurred, instead of deferred within AOCI. Such gains (losses) totaled $(23,358) for the third quarter of 2015 and an essentially offsetting amount for the fourth quarter of 2015. The amounts presented above for the third and fourth quarters of 2015 reflect the impact of reclassifying these gains (losses) deferred within AOCI to cost of sales for the respective periods. |
SUMMARY OF SIGNIFICANT ACCOUN44
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - DESCRIPTION OF BUSINESS (Details) | 12 Months Ended |
Dec. 31, 2016countrysegmentbrand_name | |
Accounting Policies [Abstract] | |
Number Of Brand Names | brand_name | 80 |
Number of countries in which products are marketed, sold and distributed (country) | country | 70 |
Number of reportable segments (segment) | segment | 2 |
SUMMARY OF SIGNIFICANT ACCOUN45
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - REVENUE RECOGNITION (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Sales Revenue, Goods, Net | Customer Concentration Risk | McLane Company, Inc. | |||
Concentration Risk, Percentage | 25.00% | 26.00% | 25.00% |
SUMMARY OF SIGNIFICANT ACCOUN46
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - SELLING, MARKETING AND ADMINISTRATIVE EXPENSE (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | |||
Research and development costs | $ 47,268 | $ 49,281 | $ 47,554 |
Advertising expense | 521,479 | 561,644 | $ 570,223 |
Prepaid advertising expense | $ 651 | $ 3,924 |
SUMMARY OF SIGNIFICANT ACCOUN47
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - ACCOUNTS RECEIVABLE - TRADE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue, Major Customer [Line Items] | ||
Allowance for doubtful accounts | $ 40,153 | $ 32,638 |
McLane Company, Inc. | Customer Concentration Risk | Accounts Receivable | ||
Revenue, Major Customer [Line Items] | ||
Concentration Risk, Percentage | 19.00% | |
Wal-Mart Stores, Inc. | Customer Concentration Risk | Accounts Receivable | ||
Revenue, Major Customer [Line Items] | ||
Concentration Risk, Percentage | 14.00% |
SUMMARY OF SIGNIFICANT ACCOUN48
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accounting Policies [Abstract] | ||
Percentage of LIFO inventory | 54.00% | |
LIFO inventory amount | $ 402,919 | $ 410,865 |
SUMMARY OF SIGNIFICANT ACCOUN49
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Amortization | $ 231,735 | $ 197,054 | $ 176,312 |
Machinery and Equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 3 years | ||
Machinery and Equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 15 years | ||
Building and Building Improvements | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 25 years | ||
Building and Building Improvements | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 40 years |
SUMMARY OF SIGNIFICANT ACCOUN50
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - COMPUTER SOFTWARE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Capitalized software, net | $ 95,301 | $ 68,004 |
Computer Software | ||
Property, Plant and Equipment [Line Items] | ||
Capitalized software, net | 95,301 | 68,004 |
Capitalized computer software, accumulated amortization | $ 322,807 | $ 304,057 |
Computer Software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 3 years | |
Computer Software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN51
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - GOODWILL AND OTHER INTANGIBLE ASSETS (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Trademarks | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 25 years |
Customer Relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 15 years |
Patents | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
BUSINESS ACQUISITIONS AND DIV52
BUSINESS ACQUISITIONS AND DIVESTITURES - RIPPLE BRAND COLLECTIVE, LLC NARRATIVE (Details) - Ripple Brand Collective, LLC [Member] - USD ($) $ in Millions | Apr. 26, 2016 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||
Revenues | $ 35.6 | |
Trademarks | ||
Business Acquisition [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 27 years | |
Other | Minimum | ||
Business Acquisition [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 2 years | |
Other | Maximum | ||
Business Acquisition [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 14 years |
BUSINESS ACQUISITIONS AND DIV53
BUSINESS ACQUISITIONS AND DIVESTITURES - RIPPLE BRAND COLLECTIVE, LLC ASSETS ACQUIRED AND LIABILITIES ASSUMED ALLOCATION (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Apr. 26, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 812,344 | $ 684,252 | $ 792,955 | |
Ripple Brand Collective, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 674 | |||
Goodwill | 128,110 | |||
Other current assets | 12,375 | |||
Current liabilities | (7,211) | |||
Net assets acquired | 285,374 | |||
Trademarks | Ripple Brand Collective, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 91,200 | |||
Other | Ripple Brand Collective, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 60,900 |
BUSINESS ACQUISITIONS AND DIV54
BUSINESS ACQUISITIONS AND DIVESTITURES - KRAVE PURE FOODS NARRATIVE (Details) - USD ($) | 1 Months Ended | 10 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2016 | Oct. 04, 2015 | Jul. 05, 2015 | Mar. 31, 2015 | |
Business Acquisition [Line Items] | |||||||||
Payments to acquire businesses | $ 35,762,000 | $ 0 | $ 0 | ||||||
KRAVE Pure Foods, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 1,362,000 | ||||||||
Payments to acquire businesses | $ 220,016,000 | ||||||||
Maximum contingent consideration amount | $ 20,000,000 | ||||||||
Fair value of the contingent consideration | $ 10,000,000 | $ 10,000,000 | $ 16,800,000 | ||||||
Payment of contingent consideration | $ 10,000,000 |
BUSINESS ACQUISITIONS AND DIV55
BUSINESS ACQUISITIONS AND DIVESTITURES - KRAVE PURE FOODS ASSETS ACQUIRED AND LIABILITIES ASSUMED ALLOCATION (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 812,344 | $ 684,252 | $ 792,955 | |
KRAVE Pure Foods, Inc. | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 147,089 | |||
Other current assets | 9,465 | |||
Current liabilities | (2,756) | |||
Non-current deferred tax liabilities | (47,344) | |||
Net assets acquired | 235,454 | |||
KRAVE Pure Foods, Inc. | Trademarks | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 112,000 | |||
KRAVE Pure Foods, Inc. | Other intangible assets | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 17,000 |
BUSINESS ACQUISITIONS AND DIV56
BUSINESS ACQUISITIONS AND DIVESTITURES - SHANGHAI GOLDEN MONKEY NARRATIVE (Details) - USD ($) $ in Thousands | Feb. 03, 2016 | Sep. 26, 2014 | Oct. 04, 2015 | Sep. 26, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Apr. 05, 2015 |
Business Acquisition [Line Items] | ||||||||
Payments to acquire businesses | $ 35,762 | $ 0 | $ 0 | |||||
Goodwill, purchase price allocation adjustments | 48,023 | |||||||
Gain on settlement of SGM liability (see Note 2) | 26,650 | 0 | $ 0 | |||||
Shanghai Golden Monkey Food Joint Stock Co., Ltd. | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, percentage of voting interests acquired | 20.00% | 80.00% | 20.00% | 100.00% | ||||
Revenue of acquiree since acquisition date | $ 54,000 | |||||||
Payments to acquire businesses | $ 35,762 | $ 394,470 | ||||||
Additional voting interest purchase period | 1 year | |||||||
Goodwill, purchase price allocation adjustments | $ 16,599 | $ 49,000 | 49,120 | |||||
Gain on settlement of SGM liability (see Note 2) | $ 26,650 | $ 26,650 | $ 0 | 0 | ||||
Shanghai Golden Monkey Food Joint Stock Co., Ltd. | Prepaid Expenses and Other Current Assets | ||||||||
Business Acquisition [Line Items] | ||||||||
Contingent consideration, asset | 37,860 | $ 8,685 | ||||||
Shanghai Golden Monkey Food Joint Stock Co., Ltd. | Accrued Liabilities | ||||||||
Business Acquisition [Line Items] | ||||||||
Fair value of future payments to purchase a business | $ 100,067 | $ 76,815 |
BUSINESS ACQUISITIONS AND DIV57
BUSINESS ACQUISITIONS AND DIVESTITURES - SHANGHAI GOLDEN MONKEY ASSETS ACQUIRED AND LIABILITIES ASSUMED ALLOCATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Oct. 04, 2015 | Jul. 05, 2015 | Sep. 26, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 684,252 | $ 812,344 | $ 792,955 | |||
Adjustments | ||||||
Purchase price allocation adjustments | 48,023 | |||||
Goodwill impairment | 280,802 | |||||
Shanghai Golden Monkey Food Joint Stock Co., Ltd. | ||||||
Business Acquisition [Line Items] | ||||||
Accounts receivable - trade | $ 20,000 | 46,000 | ||||
Inventories | 41,000 | 42,000 | ||||
Other current assets | 43,000 | 37,000 | ||||
Property, plant and equipment | 114,000 | 112,000 | ||||
Goodwill | 284,000 | 235,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 145,000 | 145,000 | ||||
Other non-current assets | 32,000 | 35,000 | ||||
Current liabilities | (74,000) | (54,000) | ||||
Short-term debt assumed | (105,000) | (105,000) | ||||
Other non-current liabilities assumed, principally deferred taxes | (54,000) | (52,000) | ||||
Net assets acquired | 446,000 | $ 441,000 | ||||
Adjustments | ||||||
Accounts receivable - trade | (26,000) | |||||
Inventories | (1,000) | |||||
Other current assets | 6,000 | |||||
Property, plant and equipment | 2,000 | |||||
Purchase price allocation adjustments | $ 16,599 | 49,000 | 49,120 | |||
Other intangible assets | 0 | |||||
Other non-current assets | (3,000) | |||||
Current liabilities assumed | (20,000) | |||||
Short-term debt assumed | 0 | |||||
Other non-current liabilities assumed, principally deferred taxes | $ (2,000) | |||||
Goodwill impairment | $ 266,409 | $ 249,811 | $ 280,800 |
BUSINESS ACQUISITIONS AND DIV58
BUSINESS ACQUISITIONS AND DIVESTITURES - ALLAN CANDY COMPANY LIMITED (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||||
Payments to acquire businesses | $ 35,762 | $ 0 | $ 0 | |
Goodwill | $ 792,955 | $ 812,344 | 684,252 | $ 792,955 |
Purchase price allocation adjustments | 48,023 | |||
The Allan Candy Company Limited | ||||
Business Acquisition [Line Items] | ||||
Payments to acquire businesses | $ 27,376 | |||
Property, plant and equipment acquired | 10,897 | |||
Goodwill | 6,996 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 8,092 | |||
Other noncurrent assets acquired | 1,391 | |||
Purchase price allocation adjustments | $ 1,820 |
BUSINESS ACQUISITIONS AND DIV59
BUSINESS ACQUISITIONS AND DIVESTITURES - LOTTE SHANGHAI FOOD COMPANY (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Mar. 30, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | |
Business Acquisition [Line Items] | |||||
Payments to acquire businesses | $ 35,762 | $ 0 | $ 0 | ||
Noncontrolling interests in subsidiaries | 41,831 | 49,465 | |||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Gain | 0 | 0 | 4,627 | ||
Amount in excess of cash acquired compared to cash paid in an acquisition | $ (285,374) | $ (218,654) | (396,265) | ||
Lotte Shanghai Food Company | |||||
Business Acquisition [Line Items] | |||||
Business acquisition, percentage of voting interests acquired | 5.90% | ||||
Payments to acquire businesses | $ 5,580 | ||||
Equity interest ownership percentage prior to acquisition | 44.10% | ||||
Equity interest ownership percentage, after acquisition | 50.00% | ||||
Consideration transferred, including equity interest in acquiree held prior to combination | 99,161 | ||||
Equity interest in acquiree, fair value | $ 43,857 | ||||
Noncontrolling interests in subsidiaries | $ 49,724 | ||||
Fair value of assets acquired and liabilities assumed | 99,449 | ||||
Property, plant and equipment | 106,253 | ||||
Short-term debt assumed | 13,292 | ||||
Other noncurrent assets acquired | $ 6,488 | ||||
Amount in excess of cash acquired compared to cash paid in an acquisition | 10,035 | ||||
Lotte Shanghai Food Company | Other Nonoperating Income (Expense) | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Gain | $ 4,627 |
BUSINESS ACQUISITIONS AND DIV60
BUSINESS ACQUISITIONS AND DIVESTITURES - PRO FORMA INFORMATION (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Shanghai Golden Monkey Food Joint Stock Co., Ltd. | Selling, marketing and administrative | |
Business Acquisition [Line Items] | |
Acquisition related costs | $ 13,270 |
BUSINESS ACQUISITIONS AND DIV61
BUSINESS ACQUISITIONS AND DIVESTITURES - 2015 DIVESTITURE NARRATIVE (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Apr. 03, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Proceeds from sale of business | $ 0 | $ 32,408 | $ 0 | |
Goodwill and other intangible asset impairment charges | $ 4,204 | $ 280,802 | 15,900 | |
Mauna Loa Macadamia Nut Corporation | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Goodwill and other intangible asset impairment charges | 18,531 | |||
Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss on disposal of business | $ 2,667 | 22,256 | ||
Goodwill and other intangible asset impairment charges | $ 18,531 | |||
Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | Mauna Loa Macadamia Nut Corporation | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Proceeds from sale of business | $ 32,400 |
GOODWILL AND INTANGIBLE ASSET62
GOODWILL AND INTANGIBLE ASSETS - SUMMARY OF CHANGES IN CARRYING VALUE OF GOODWILL BY REPORTABLE SEGMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Line Items] | |||
Goodwill, gross | $ 874,501 | ||
Accumulated impairment loss | (81,546) | ||
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | $ 684,252 | $ 792,955 | |
Acquired during the period (see Note 2) | 128,110 | 147,089 | |
Impairment | (280,802) | ||
Purchase price allocation adjustments | 48,023 | ||
Accumulated impairment loss | (18) | (23,013) | |
Goodwill, ending balance | 812,344 | 684,252 | 792,955 |
Operating Segments | North America | |||
Goodwill [Line Items] | |||
Goodwill, gross | 538,322 | ||
Accumulated impairment loss | (4,973) | ||
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | 662,083 | 533,349 | |
Acquired during the period (see Note 2) | 128,110 | 147,089 | |
Impairment | 0 | ||
Purchase price allocation adjustments | 1,820 | ||
Accumulated impairment loss | 1,997 | (20,175) | |
Goodwill, ending balance | 792,190 | 662,083 | 533,349 |
Operating Segments | International and Other | |||
Goodwill [Line Items] | |||
Goodwill, gross | 336,179 | ||
Accumulated impairment loss | (76,573) | ||
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | 22,169 | 259,606 | |
Acquired during the period (see Note 2) | 0 | 0 | |
Impairment | (280,802) | ||
Purchase price allocation adjustments | 46,203 | ||
Accumulated impairment loss | (2,015) | (2,838) | |
Goodwill, ending balance | $ 20,154 | $ 22,169 | $ 259,606 |
GOODWILL AND INTANGIBLE ASSET63
GOODWILL AND INTANGIBLE ASSETS - NARRATIVE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2015 | Oct. 04, 2015 | Jul. 05, 2015 | Sep. 26, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Line Items] | |||||||
Goodwill impairment | $ 280,802,000 | ||||||
Purchase price allocation adjustments | 48,023,000 | ||||||
Goodwill | $ 684,252,000 | $ 812,344,000 | 684,252,000 | $ 792,955,000 | |||
Impairment of intangible assets (excluding goodwill) | 4,204,000 | ||||||
Amortization expense | 26,687,000 | 22,306,000 | 10,849,000 | ||||
International and Other | CHINA | |||||||
Goodwill [Line Items] | |||||||
Goodwill impairment | 14,393,000 | ||||||
Operating Segments | International and Other | |||||||
Goodwill [Line Items] | |||||||
Goodwill impairment | 280,802,000 | ||||||
Purchase price allocation adjustments | 46,203,000 | ||||||
Goodwill | $ 22,169,000 | 20,154,000 | 22,169,000 | 259,606,000 | |||
Operating Segments | International and Other | INDIA | |||||||
Goodwill [Line Items] | |||||||
Goodwill impairment | 11,400,000 | ||||||
Operating Segments | International and Other | INDIA | Trademarks | |||||||
Goodwill [Line Items] | |||||||
Impairment of intangible assets (excluding goodwill) | 4,500,000 | ||||||
Shanghai Golden Monkey Food Joint Stock Co., Ltd. | |||||||
Goodwill [Line Items] | |||||||
Goodwill impairment | $ 266,409,000 | $ 249,811,000 | 280,800,000 | ||||
Purchase price allocation adjustments | $ 16,599,000 | $ 49,000,000 | $ 49,120,000 | ||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 0 | ||||||
Goodwill | $ 284,000,000 | 235,000,000 | |||||
Shanghai Golden Monkey Food Joint Stock Co., Ltd. | International and Other | CHINA | |||||||
Goodwill [Line Items] | |||||||
Goodwill | $ 15,000,000 |
GOODWILL AND INTANGIBLE ASSET64
GOODWILL AND INTANGIBLE ASSETS - CARRYING AMOUNTS AND ACCUMULATED AMORTIZATION (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 533,858 | $ 390,900 |
Finite-lived intangible assets, accumulated amortization | (80,640) | (55,370) |
Total other intangible assets | 492,737 | 379,305 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets, excluding goodwill | 39,519 | 43,775 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 317,023 | 227,511 |
Finite-lived intangible assets, accumulated amortization | (30,458) | (16,246) |
Customer-related | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 200,409 | 146,532 |
Finite-lived intangible assets, accumulated amortization | (36,482) | (26,643) |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 16,426 | 16,857 |
Finite-lived intangible assets, accumulated amortization | $ (13,700) | $ (12,481) |
GOODWILL AND INTANGIBLE ASSET65
GOODWILL AND INTANGIBLE ASSETS - FUTURE ESTIMATED AMORTIZATION EXPENSE (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,017 | $ 28,780 |
2,018 | 27,240 |
2,019 | 27,133 |
2,020 | 26,894 |
2,021 | $ 26,862 |
SHORT AND LONG-TERM DEBT - SHOR
SHORT AND LONG-TERM DEBT - SHORT-TERM DEBT (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Oct. 02, 2016 | Dec. 31, 2015 | |
Line of Credit Facility [Line Items] | |||
Short-term debt | $ 632,471,000 | $ 363,513,000 | |
Short-term debt, weighted average interest rate | 1.00% | 3.00% | |
Maximum amount of short term borrowing outstanding | $ 997,120,000 | ||
Commercial Paper | |||
Line of Credit Facility [Line Items] | |||
Short-term debt | $ 473,666,000 | $ 49,993,000 | |
Short-term debt, weighted average interest rate | 0.60% | 0.40% | |
Revolving Credit Facility | Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 500,000 | ||
Line of credit facility, accordion feature increase limit | $ 400,000 | ||
Debt instrument, covenant, pre-tax income from operations to consolidated interest expense, minimum | 200.00% | ||
Revolving Credit Facility | Foreign Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 504,237,000 | $ 516,916,000 | |
Short-term foreign bank loans against the lines of credit | 158,805,000 | $ 313,520,000 | |
Line of Credit | Revolving Credit Facility | Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 1,000,000,000 |
SHORT AND LONG-TERM DEBT - SUMM
SHORT AND LONG-TERM DEBT - SUMMARY OF LONG TERM DEBT (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 2,347,698 | $ 2,057,014 |
Net impact of interest rate swaps, debt issuance costs and unamortized debt discounts | (14,275) | (4,087) |
Less—current portion | 243 | 499,923 |
Long-term portion | 2,347,455 | 1,557,091 |
Corporate Debt Securities | 5.45% Notes due 2016 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 0 | 250,000 |
Corporate Debt Securities | 1.50% Notes due 2016 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 0 | 250,000 |
Corporate Debt Securities | 1.60% Notes due 2018 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 300,000 | 300,000 |
Corporate Debt Securities | 4.125% Notes due 2020 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 350,000 | 350,000 |
Corporate Debt Securities | 8.8% Debentures due 2021 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 84,715 | 84,715 |
Corporate Debt Securities | 2.625% Notes due 2023 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 250,000 | 250,000 |
Corporate Debt Securities | 3.20% Notes due 2025 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 300,000 | 300,000 |
Corporate Debt Securities | Notes 2.30% due 2026 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 500,000 | 0 |
Corporate Debt Securities | 7.2% Debentures due 2027 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 193,639 | 193,639 |
Corporate Debt Securities | Notes 3.375% due 2046 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 300,000 | 0 |
Lease Obligations | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 83,619 | $ 82,747 |
SHORT AND LONG-TERM DEBT - LONG
SHORT AND LONG-TERM DEBT - LONG TERM DEBT INTEREST RATES (Details) - Corporate Debt Securities | Dec. 31, 2016 | Nov. 30, 2016 | Sep. 30, 2016 | Aug. 31, 2016 | Dec. 31, 2015 | Aug. 31, 2015 |
5.45% Notes due 2016 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, stated percentage | 5.45% | 5.45% | 5.45% | |||
1.50% Notes due 2016 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, stated percentage | 1.50% | 1.50% | 1.50% | |||
1.60% Notes due 2018 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, stated percentage | 1.60% | 1.60% | ||||
4.125% Notes due 2020 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, stated percentage | 4.125% | 4.125% | ||||
8.8% Debentures due 2021 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, stated percentage | 8.80% | 8.80% | 8.80% | |||
2.625% Notes due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, stated percentage | 2.625% | 2.625% | ||||
3.20% Notes due 2025 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, stated percentage | 3.20% | 3.20% | ||||
Notes 2.30% due 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, stated percentage | 2.30% | 2.30% | 2.30% | |||
7.2% Debentures due 2027 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, stated percentage | 7.20% | 7.20% | 7.20% | |||
Notes 3.375% due 2046 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, stated percentage | 3.375% | 3.375% | 3.375% |
SHORT AND LONG-TERM DEBT - LO69
SHORT AND LONG-TERM DEBT - LONG TERM DEBT NARRATIVE (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Nov. 30, 2016 | Sep. 30, 2016 | Aug. 31, 2016 | Aug. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||||||
Proceeds from Issuance of Other Long-term Debt | $ 792,953 | ||||||
Loss on early extinguishment of debt | $ 0 | $ 28,326 | $ 0 | ||||
Gain on fair value hedge ineffectiveness | $ 278 | ||||||
Corporate Debt Securities | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument repurchase amount | 100,165 | ||||||
Extinguishment of debt amount | 71,646 | ||||||
Loss on early extinguishment of debt | 28,326 | ||||||
8.8% Debentures due 2021 | Corporate Debt Securities | |||||||
Debt Instrument [Line Items] | |||||||
Extinguishment of debt amount | 15,285 | ||||||
7.2% Debentures due 2027 | Corporate Debt Securities | |||||||
Debt Instrument [Line Items] | |||||||
Extinguishment of debt amount | $ 56,361 | ||||||
Corporate Debt Securities | 5.45% Notes due 2016 | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of Debt | $ 250,000 | ||||||
Interest rate, stated percentage | 5.45% | 5.45% | 5.45% | ||||
Corporate Debt Securities | 1.50% Notes due 2016 | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of Debt | $ 250,000 | ||||||
Interest rate, stated percentage | 1.50% | 1.50% | 1.50% | ||||
Corporate Debt Securities | Notes 2.30% due 2026 | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate, stated percentage | 2.30% | 2.30% | 2.30% | ||||
Debt instrument, face amount | $ 500,000 | ||||||
Corporate Debt Securities | Notes 3.375% due 2046 | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate, stated percentage | 3.375% | 3.375% | 3.375% | ||||
Debt instrument, face amount | $ 300,000 | ||||||
Corporate Debt Securities | 8.8% Debentures due 2021 | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate, stated percentage | 8.80% | 8.80% | 8.80% | ||||
Corporate Debt Securities | 7.2% Debentures due 2027 | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate, stated percentage | 7.20% | 7.20% | 7.20% |
SHORT AND LONG-TERM DEBT - LO70
SHORT AND LONG-TERM DEBT - LONG TERM DEBT MATURITY (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2,017 | $ 243 |
2,018 | 300,279 |
2,019 | 367 |
2,020 | 350,462 |
2,021 | 85,279 |
Thereafter | $ 1,611,068 |
SHORT AND LONG-TERM DEBT - INTE
SHORT AND LONG-TERM DEBT - INTEREST EXPENSE (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |||
Interest expense | $ 97,851 | $ 93,520 | $ 93,777 |
Interest Costs Capitalized Adjustment | 5,903 | 12,537 | 6,179 |
Loss on early extinguishment of debt | 0 | 28,326 | 0 |
Interest expense | 91,948 | 109,309 | 87,598 |
Interest income | (1,805) | (3,536) | (4,066) |
Interest expense, net | $ 90,143 | $ 105,773 | $ 83,532 |
DERIVATIVE INSTRUMENTS - NARRAT
DERIVATIVE INSTRUMENTS - NARRATIVE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Derivative [Line Items] | ||
Cash flow hedge gain (loss) to be reclassified within twelve months | $ 7,824,000 | |
Commodities futures and options | ||
Derivative [Line Items] | ||
Minimum length of time, hedged in cash flow hedge | 3 months | |
Maximum length of time, hedged in cash flow hedge | 24 months | |
Commodities futures and options | Designated as Hedging Instrument | Cash Flow Hedges | ||
Derivative [Line Items] | ||
Derivative, notional amount | $ 739,374 | $ 374,873 |
Foreign exchange contracts | ||
Derivative [Line Items] | ||
Minimum length of time, hedged in cash flow hedge | 3 months | |
Maximum length of time, hedged in cash flow hedge | 12 months | |
Foreign exchange contracts | Designated as Hedging Instrument | Cash Flow Hedges | ||
Derivative [Line Items] | ||
Derivative, notional amount | $ 68,263,000 | 10,752,000 |
Foreign exchange contracts | Non-designated Hedges | ||
Derivative [Line Items] | ||
Derivative, notional amount | 2,791,000 | 2,791,000 |
Interest rate swap agreements | Designated as Hedging Instrument | Cash Flow Hedges | ||
Derivative [Line Items] | ||
Derivative, notional amount | 500,000,000 | |
Increase (Decrease) in Derivative Assets and Liabilities | 87,000 | |
Interest rate swap agreements | Designated as Hedging Instrument | Fair Value Hedging | ||
Derivative [Line Items] | ||
Derivative, notional amount | 350,000,000 | 350,000,000 |
Deferred compensation derivatives | ||
Derivative [Line Items] | ||
Derivative, notional amount | $ 22,099,000 | |
Deferred compensation derivatives | Non-designated Hedges | Minimum | ||
Derivative [Line Items] | ||
Derivative, term of contract | 3 months | |
Deferred compensation derivatives | Non-designated Hedges | Maximum | ||
Derivative [Line Items] | ||
Derivative, term of contract | 12 months | |
Interest Rate Swap | Designated as Hedging Instrument | Fair Value Hedging | Interest Expense | ||
Derivative [Line Items] | ||
Fair value hedges, pre-tax benefit | $ 4,365,000 | $ 6,905,000 |
DERIVATIVE INSTRUMENTS - ASSETS
DERIVATIVE INSTRUMENTS - ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Derivatives, Fair Value [Line Items] | ||
Derivative asset | $ 7,062 | $ 5,947 |
Derivative liability | 10,825 | 42,827 |
Designated as Hedging Instrument | Cash Flow Hedges | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset | 2,229 | 367 |
Derivative liability | 809 | 41,253 |
Designated as Hedging Instrument | Cash Flow Hedges | Commodities futures and options | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset | 0 | 0 |
Derivative liability | 0 | 479 |
Gross derivative assets, included within derivative liabilities | 140,885 | 54,090 |
Derivative liability, gross liabilities | 150,872 | 54,860 |
Designated as Hedging Instrument | Cash Flow Hedges | Foreign exchange contracts | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset | 2,229 | 367 |
Derivative liability | 809 | 475 |
Designated as Hedging Instrument | Cash Flow Hedges | Interest rate swap agreements | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset | 0 | 0 |
Derivative liability | 0 | 40,299 |
Designated as Hedging Instrument | Fair Value Hedging | Interest rate swap agreements | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset | 1,768 | 4,313 |
Derivative liability | 0 | 0 |
Non-designated Hedges | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset | 3,065 | 1,267 |
Derivative liability | 10,016 | 1,574 |
Non-designated Hedges | Commodities futures and options | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset | 2,348 | 0 |
Derivative liability | 10,000 | 1,574 |
Non-designated Hedges | Foreign exchange contracts | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset | 0 | 69 |
Derivative liability | 16 | 0 |
Non-designated Hedges | Deferred compensation derivatives | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset | 717 | 1,198 |
Derivative liability | $ 0 | $ 0 |
DERIVATIVE INSTRUMENTS - EFFECT
DERIVATIVE INSTRUMENTS - EFFECTS OF DERIVATIVE INSTRUMENTS ON THE CONSOLIDATED STATEMENTS OF INCOME (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Commodities futures and options | ||
Derivative [Line Items] | ||
Derivative, Gain (Loss) on Derivative, Net | $ (171,753) | |
Non-designated Hedges | ||
Derivative [Line Items] | ||
Derivative, Gain (Loss) on Derivative, Net | (169,596) | $ (2,117) |
Non-designated Hedges | Commodities futures and options | ||
Derivative [Line Items] | ||
Derivative, Gain (Loss) on Derivative, Net | (171,753) | (2,777) |
Non-designated Hedges | Foreign exchange contracts | ||
Derivative [Line Items] | ||
Derivative, Gain (Loss) on Derivative, Net | (46) | 487 |
Non-designated Hedges | Interest rate swap agreements | ||
Derivative [Line Items] | ||
Derivative, Gain (Loss) on Derivative, Net | 0 | 0 |
Non-designated Hedges | Deferred compensation derivatives | ||
Derivative [Line Items] | ||
Derivative, Gain (Loss) on Derivative, Net | 2,203 | 173 |
Designated as Hedging Instrument | Cash Flow Hedges | ||
Derivative [Line Items] | ||
Gains (losses) recognized in other comprehensive income (“OCI”) (effective portion) | (52,708) | 61,839 |
Gains (losses) reclassified from accumulated OCI into income (effective portion) | 16,482 | 36,634 |
Gains recognized in income (ineffective portion) | 0 | 987 |
Designated as Hedging Instrument | Cash Flow Hedges | Commodities futures and options | ||
Derivative [Line Items] | ||
Gains (losses) recognized in other comprehensive income (“OCI”) (effective portion) | 0 | 84,382 |
Gains (losses) reclassified from accumulated OCI into income (effective portion) | 30,783 | 40,600 |
Gains recognized in income (ineffective portion) | 0 | 987 |
Designated as Hedging Instrument | Cash Flow Hedges | Foreign exchange contracts | ||
Derivative [Line Items] | ||
Gains (losses) recognized in other comprehensive income (“OCI”) (effective portion) | (5,485) | (155) |
Gains (losses) reclassified from accumulated OCI into income (effective portion) | (5,625) | 956 |
Gains recognized in income (ineffective portion) | 0 | 0 |
Designated as Hedging Instrument | Cash Flow Hedges | Interest rate swap agreements | ||
Derivative [Line Items] | ||
Gains (losses) recognized in other comprehensive income (“OCI”) (effective portion) | (47,223) | (22,388) |
Gains (losses) reclassified from accumulated OCI into income (effective portion) | (8,676) | (4,922) |
Gains recognized in income (ineffective portion) | 0 | 0 |
Designated as Hedging Instrument | Cash Flow Hedges | Deferred compensation derivatives | ||
Derivative [Line Items] | ||
Gains (losses) recognized in other comprehensive income (“OCI”) (effective portion) | 0 | 0 |
Gains (losses) reclassified from accumulated OCI into income (effective portion) | 0 | 0 |
Gains recognized in income (ineffective portion) | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - ASSET
FAIR VALUE MEASUREMENTS - ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset | $ 7,062 | $ 5,947 |
Derivative liability | 10,825 | 42,827 |
Fair Value, Measurements, Recurring | Foreign exchange contracts | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset | 2,229 | 436 |
Derivative liability | 825 | 475 |
Fair Value, Measurements, Recurring | Foreign exchange contracts | Quoted prices in active markets of identical assets (Level 1) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset | 0 | 0 |
Derivative liability | 0 | 0 |
Fair Value, Measurements, Recurring | Foreign exchange contracts | Significant other observable inputs (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset | 2,229 | 436 |
Derivative liability | 825 | 475 |
Fair Value, Measurements, Recurring | Foreign exchange contracts | Significant other unobservable inputs (Level 3) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset | 0 | 0 |
Derivative liability | 0 | 0 |
Fair Value, Measurements, Recurring | Interest rate swap agreements | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset | 1,768 | 4,313 |
Derivative liability | 0 | 40,299 |
Fair Value, Measurements, Recurring | Interest rate swap agreements | Quoted prices in active markets of identical assets (Level 1) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset | 0 | 0 |
Derivative liability | 0 | 0 |
Fair Value, Measurements, Recurring | Interest rate swap agreements | Significant other observable inputs (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset | 1,768 | 4,313 |
Derivative liability | 0 | 40,299 |
Fair Value, Measurements, Recurring | Interest rate swap agreements | Significant other unobservable inputs (Level 3) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset | 0 | 0 |
Derivative liability | 0 | 0 |
Fair Value, Measurements, Recurring | Deferred compensation derivatives | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset | 717 | 1,198 |
Fair Value, Measurements, Recurring | Deferred compensation derivatives | Quoted prices in active markets of identical assets (Level 1) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset | 0 | 0 |
Fair Value, Measurements, Recurring | Deferred compensation derivatives | Significant other observable inputs (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset | 717 | 1,198 |
Fair Value, Measurements, Recurring | Deferred compensation derivatives | Significant other unobservable inputs (Level 3) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset | 0 | 0 |
Fair Value, Measurements, Recurring | Commodities futures and options | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset | 2,348 | |
Derivative liability | 10,000 | 2,053 |
Fair Value, Measurements, Recurring | Commodities futures and options | Quoted prices in active markets of identical assets (Level 1) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset | 2,348 | |
Derivative liability | 10,000 | 2,053 |
Fair Value, Measurements, Recurring | Commodities futures and options | Significant other observable inputs (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset | 0 | |
Derivative liability | 0 | 0 |
Fair Value, Measurements, Recurring | Commodities futures and options | Significant other unobservable inputs (Level 3) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset | 0 | |
Derivative liability | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - FAIR
FAIR VALUE MEASUREMENTS - FAIR VALUE OF LONG TERM DEBT (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Current portion of long-term debt | $ 243 | $ 499,923 |
Long-term portion | 2,347,455 | 1,557,091 |
Long-term Debt | 2,347,698 | 2,057,014 |
Significant other observable inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Current Maturities, Fair Value | 243 | 509,580 |
Current portion of long-term debt | 243 | 499,923 |
Long-term Debt, Excluding Current Maturities, Fair Value | 2,379,054 | 1,668,379 |
Long-term portion | 2,347,455 | 1,557,091 |
Long-term Debt, Fair Value | 2,379,297 | 2,177,959 |
Long-term Debt | $ 2,347,698 | $ 2,057,014 |
FAIR VALUE MEASUREMENTS - NARRA
FAIR VALUE MEASUREMENTS - NARRATIVE (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative [Line Items] | |||
Goodwill and other intangible asset impairment charges | $ 4,204,000 | $ 280,802,000 | $ 15,900,000 |
Segment Reconciling Items [Member] | |||
Derivative [Line Items] | |||
Goodwill and other intangible asset impairment charges | 4,204,000 | 280,802,000 | 15,900,000 |
Mauna Loa Macadamia Nut Corporation | |||
Derivative [Line Items] | |||
Goodwill and other intangible asset impairment charges | $ 18,531,000 | ||
Significant other unobservable inputs (Level 3) | |||
Derivative [Line Items] | |||
Fair Value, Net Asset (Liability) | $ 0 | $ 0 |
BUSINESS REALIGNMENT ACTIVITI78
BUSINESS REALIGNMENT ACTIVITIES - REALIGNMENT RELATED CHARGES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Restructuring Cost and Reserve [Line Items] | |||
Business realignment charges | $ 107,571 | $ 120,975 | $ 34,290 |
Cost of Sales [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Business realignment charges | 58,106 | 8,801 | 1,622 |
Selling, marketing and administrative | |||
Restructuring Cost and Reserve [Line Items] | |||
Business realignment charges | 16,939 | 17,368 | 2,947 |
Business realignment charges | |||
Restructuring Cost and Reserve [Line Items] | |||
Business realignment charges | 32,526 | 94,806 | 29,721 |
Operation optimization program | |||
Restructuring Cost and Reserve [Line Items] | |||
Business realignment charges | 88,293 | ||
2015 productivity initiative | |||
Restructuring Cost and Reserve [Line Items] | |||
Business realignment charges | 19,278 | ||
Next Century program | |||
Restructuring Cost and Reserve [Line Items] | |||
Business realignment charges | 0 | 0 | 9,087 |
Mauna Loa Macadamia Nut Corporation | |||
Restructuring Cost and Reserve [Line Items] | |||
Business realignment charges | 0 | 2,667 | 22,256 |
Severance | Operation optimization program | |||
Restructuring Cost and Reserve [Line Items] | |||
Business realignment charges | 17,872 | 0 | 0 |
Severance | 2015 productivity initiative | |||
Restructuring Cost and Reserve [Line Items] | |||
Business realignment charges | 0 | 81,290 | 0 |
Severance | Other international restructuring programs | |||
Restructuring Cost and Reserve [Line Items] | |||
Business realignment charges | 0 | 6,651 | 2,947 |
Accelerated depreciation and amortization | Operation optimization program | |||
Restructuring Cost and Reserve [Line Items] | |||
Business realignment charges | 48,590 | 0 | 0 |
Accelerated depreciation and amortization | Other international restructuring programs | |||
Restructuring Cost and Reserve [Line Items] | |||
Business realignment charges | 0 | 5,904 | 0 |
Other program costs | Operation optimization program | |||
Restructuring Cost and Reserve [Line Items] | |||
Business realignment charges | 21,831 | 0 | 0 |
Other program costs | 2015 productivity initiative | |||
Restructuring Cost and Reserve [Line Items] | |||
Business realignment charges | 5,609 | 14,285 | 0 |
Pension settlement charge | 2015 productivity initiative | |||
Restructuring Cost and Reserve [Line Items] | |||
Business realignment charges | $ 13,669 | $ 10,178 | $ 0 |
BUSINESS REALIGNMENT ACTIVITI79
BUSINESS REALIGNMENT ACTIVITIES - NARRATIVE (Details) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2015employee | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||
Business realignment charges | $ 107,571 | $ 120,975 | $ 34,290 | |
Operation optimization program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Business realignment charges | 88,293 | |||
Restructuring and related cost, expected cost | $ 37,000 | |||
Restructuring and Related Cost, Period of Incurred Restructuring Costs | 2 years | |||
2015 productivity initiative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Business realignment charges | $ 19,278 | |||
Restructuring and related cost, expected number of positions eliminated (employee) | employee | 300 | |||
Restructuring and Related Cost, Cost Incurred to Date | 125,031 | |||
2015 productivity initiative | Pension Settlement Cost | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Business realignment charges | $ 13,669 | $ 10,178 | ||
Business realignment charges | Geographic Concentration Risk | North America [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Concentration Risk, Percentage | 25.00% | |||
Business realignment charges | Geographic Concentration Risk | International and Other | Operation optimization program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Concentration Risk, Percentage | 75.00% |
BUSINESS REALIGNMENT ACTIVITI80
BUSINESS REALIGNMENT ACTIVITIES - REALIGMNMENT RESERVE ROLLFORWARD (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Restructuring Reserve [Roll Forward] | |
Liability balance at December 31, 2015 | $ 16,310 |
2016 business realignment charges (1) | 18,857 |
Cash payments | (31,522) |
Other, net | 80 |
Liability balance at December 31, 2016 (reported within accrued liabilities) | $ 3,725 |
INCOME TAXES - INCOME BEFORE TA
INCOME TAXES - INCOME BEFORE TAXES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 1,395,440 | $ 1,357,618 | $ 1,320,738 |
Foreign | (295,959) | (455,771) | (14,695) |
Income before income taxes | $ 1,099,481 | $ 901,847 | $ 1,306,043 |
INCOME TAXES - COMPONENTS OF IN
INCOME TAXES - COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | |||
Federal | $ 391,705 | $ 409,060 | $ 385,642 |
State | 51,706 | 47,978 | 52,331 |
Foreign | (25,877) | (29,605) | 2,362 |
Current provision for income taxes | 417,534 | 427,433 | 440,335 |
Deferred: | |||
Federal | (7,706) | (31,153) | 20,649 |
State | (452) | (2,346) | 2,725 |
Foreign | (29,939) | (5,038) | (4,578) |
Deferred income tax provision | (38,097) | (38,537) | 18,796 |
Total provision for income taxes | $ 379,437 | $ 388,896 | $ 459,131 |
INCOME TAXES - NARRATIVE (Detai
INCOME TAXES - NARRATIVE (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Oct. 04, 2015 | Sep. 28, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Contingency [Line Items] | |||||
Income tax benefit associated with stock-based compensation | $ 17,814 | $ 24,839 | |||
Amount of unrecognized tax benefits that if recognized would affect the effective tax rate | 27,691 | 25,947 | |||
Net tax expense (benefit) for interest and penalties | 75 | 1,153 | $ 9,082 | ||
Accrued net interest and penalties | 3,716 | 3,791 | |||
Income tax receivable | 1,449 | 1,428 | |||
Expected reduction in the liability for unrecognized tax benefits within the next 12 months | 4,160 | ||||
Undistributed earnings of foreign subsidiaries | 291,387 | ||||
Investment tax credits and related tax depreciation benefits | 52,342 | 43,437 | |||
Write-down of equity investments in partnerships qualifying for historic tax credits | 43,482 | 39,489 | $ 0 | ||
Other Nonoperating Income (Expense) | Partnerships Qualifying For Tax Credits | |||||
Income Tax Contingency [Line Items] | |||||
Write-down of equity investments in partnerships qualifying for historic tax credits | 43,482 | $ 39,489 | |||
Foreign Tax Authority | Canada Revenue Agency | |||||
Income Tax Contingency [Line Items] | |||||
Assessment related to other cross-border adjustments | $ 1,600 | $ 612 | |||
Income tax receivable | $ 1,449 |
INCOME TAXES - DEFERRED TAX ASS
INCOME TAXES - DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Post-retirement benefit obligations | $ 90,584 | $ 95,763 |
Accrued expenses and other reserves | 141,228 | 163,908 |
Stock-based compensation | 48,500 | 46,665 |
Derivative instruments | 44,010 | 8,858 |
Pension | 14,662 | 28,940 |
Lease financing obligation | 18,950 | 18,947 |
Accrued trade promotion reserves | 50,463 | 36,501 |
Net operating loss carryforwards | 143,085 | 99,155 |
Capital loss carryforwards | 38,691 | 44,546 |
Other | 14,452 | 14,444 |
Gross deferred tax assets | 604,625 | 557,727 |
Valuation allowance | (235,485) | (207,055) |
Total deferred tax assets | 369,140 | 350,672 |
Deferred tax liabilities: | ||
Property, plant and equipment, net | 202,300 | 218,729 |
Acquired intangibles | 113,074 | 120,420 |
Inventories | 27,608 | 20,063 |
Other | 8,884 | 8,258 |
Total deferred tax liabilities | 351,866 | 367,470 |
Deferred Tax Assets, Net | 17,274 | |
Net deferred tax liabilities | (16,798) | |
Included in: | ||
Non-current deferred tax assets, net | 56,861 | 36,390 |
Non-current deferred tax liabilities, net | $ (39,587) | $ (53,188) |
INCOME TAXES - EFFECTIVE INCOME
INCOME TAXES - EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory income tax rate | 35.00% | 35.00% | 35.00% |
State income taxes, net of Federal income tax benefits | 3.40% | 4.20% | 3.00% |
Qualified production income deduction | (3.80%) | (4.40%) | (2.40%) |
Business realignment and impairment charges and gain on sale of trademark licensing rights | 0.40% | 10.80% | 0.70% |
Foreign rate differences | 3.60% | 2.20% | (0.10%) |
Historic and solar tax credits | (3.30%) | (3.30%) | (0.00%) |
Other, net | (0.80%) | (1.40%) | (1.00%) |
Effective income tax rate | 34.50% | 43.10% | 35.20% |
INCOME TAXES - UNRECOGNIZED TAX
INCOME TAXES - UNRECOGNIZED TAX BENEFITS RECONCILIATION (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at beginning of year | $ 33,411 | $ 32,230 |
Additions for tax positions taken during prior years | 2,804 | 1,122 |
Reductions for tax positions taken during prior years | (4,080) | (2,112) |
Additions for tax positions taken during the current year | 9,100 | 6,623 |
Settlements | 0 | (702) |
Expiration of statutes of limitations | (5,233) | (3,750) |
Balance at end of year | $ 36,002 | $ 33,411 |
PENSION AND OTHER POST-RETIRE87
PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS - NARRATIVE (Details) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2016USD ($)postretirement_plan | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Number of defined benefit, other post-retirement plans, and defined contribution other post-retirement plans (postretirement plan) | postretirement_plan | 2 | ||||
Defined benefit plan, accumulated benefit obligation | $ 1,081,261 | $ 1,129,052 | |||
Defined contribution pan, cost recognized | 43,545 | 44,285 | $ 46,064 | ||
Pension Benefits | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Employer contributions | 21,580 | $ 32,898 | |||
Defined benefit plans, minimum future employer contributions in next fiscal year | 1,158 | ||||
Net pension liability | $ 5,082 | ||||
Other Benefits | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined benefit plan, ultimate health care cost trend rate, pre sixty five | 7.00% | 6.50% | |||
Defined benefit plan, ultimate health care cost trend rate, post sixty five | 7.30% | ||||
Employer contributions | $ 20,117 | $ 20,375 | |||
Other Benefits | Scenario, Forecast | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined benefit plan, ultimate health care cost trend rate | 5.00% | 5.00% | |||
Domestic Plans | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Employer contributions | $ 18,000 | ||||
Minimum | Pension Benefits | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Expected period from date of approved amendment to complete termination | 15 months | ||||
Maximum | Pension Benefits | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Expected period from date of approved amendment to complete termination | 18 months |
PENSION AND OTHER POST-RETIRE88
PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS - CHANGES IN BENEFIT OBLIGATIONS, AND PLAN ASSETS AND FUNDED STATUS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Amounts recognized in Accumulated Other Comprehensive Income (Loss), net of tax: | |||
Net amounts recognized in AOCI | $ 207,169 | $ 254,648 | |
Pension Benefits | |||
Change in benefit obligation | |||
Projected benefit obligation at beginning of year | 1,169,424 | 1,260,895 | |
Service cost | 23,075 | 28,300 | $ 26,935 |
Interest cost | 41,875 | 44,179 | 48,886 |
Plan amendments | (43,065) | 67 | |
Actuarial (gain) loss | 15,804 | (51,064) | |
Curtailment | 0 | (2,693) | |
Settlement | (59,784) | (57,193) | |
Divestiture | 0 | (4,047) | |
Currency translation and other | 1,416 | (11,456) | |
Benefits paid | (30,427) | (37,564) | |
Projected benefit obligation at end of year | 1,118,318 | 1,169,424 | 1,260,895 |
Change in plan assets | |||
Fair value of plan assets at beginning of year | 1,041,902 | 1,136,943 | |
Actual return on plan assets | 49,012 | (19,804) | |
Employer contributions | 21,580 | 32,898 | |
Settlement | (59,784) | (57,193) | |
Divestiture | 0 | (2,485) | |
Currency translation and other | 1,393 | (10,893) | |
Benefits paid | (30,427) | (37,564) | |
Fair value of plan assets at end of year | 1,023,676 | 1,041,902 | 1,136,943 |
Funded status at end of year | (94,642) | (127,522) | |
Amounts recognized in the Consolidated Balance Sheets: | |||
Other assets | 39 | 0 | |
Accrued liabilities | (28,994) | (4,841) | |
Other long-term liabilities | (65,687) | (122,681) | |
Total | (94,642) | (127,522) | |
Amounts recognized in Accumulated Other Comprehensive Income (Loss), net of tax: | |||
Actuarial net (loss) gain | (243,228) | (264,570) | |
Net prior service credit (cost) | 28,360 | 4,267 | |
Net amounts recognized in AOCI | (214,868) | (260,303) | |
Other Benefits | |||
Change in benefit obligation | |||
Projected benefit obligation at beginning of year | 255,617 | 294,064 | |
Service cost | 299 | 542 | 706 |
Interest cost | 9,731 | 10,187 | 11,696 |
Plan amendments | 0 | 0 | |
Actuarial (gain) loss | (2,998) | (26,887) | |
Curtailment | 0 | 292 | |
Settlement | 0 | 0 | |
Divestiture | 0 | 0 | |
Currency translation and other | 314 | (2,206) | |
Benefits paid | (20,117) | (20,375) | |
Projected benefit obligation at end of year | 242,846 | 255,617 | 294,064 |
Change in plan assets | |||
Fair value of plan assets at beginning of year | 0 | 0 | |
Actual return on plan assets | 0 | 0 | |
Employer contributions | 20,117 | 20,375 | |
Settlement | 0 | 0 | |
Divestiture | 0 | 0 | |
Currency translation and other | 0 | 0 | |
Benefits paid | (20,117) | (20,375) | |
Fair value of plan assets at end of year | 0 | 0 | $ 0 |
Funded status at end of year | (242,846) | (255,617) | |
Amounts recognized in the Consolidated Balance Sheets: | |||
Other assets | 0 | 0 | |
Accrued liabilities | (22,576) | (24,205) | |
Other long-term liabilities | (220,270) | (231,412) | |
Total | (242,846) | (255,617) | |
Amounts recognized in Accumulated Other Comprehensive Income (Loss), net of tax: | |||
Actuarial net (loss) gain | 9,264 | 7,574 | |
Net prior service credit (cost) | (1,565) | (1,919) | |
Net amounts recognized in AOCI | $ 7,699 | $ 5,655 |
PENSION AND OTHER POST-RETIRE89
PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS - PLANS WITH ACCUMULATED BENEFIT OBLIGATIONS IN EXCESS OF PLAN ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Compensation and Retirement Disclosure [Abstract] | ||
Projected benefit obligation | $ 1,118,294 | $ 1,110,232 |
Accumulated benefit obligation | 1,081,254 | 1,081,002 |
Fair value of plan assets | $ 1,023,613 | $ 985,111 |
PENSION AND OTHER POST-RETIRE90
PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS - COMPONENTS OF NET PERIODIC BENEFIT COST (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Pension Benefits | |||
Amounts recognized in net periodic benefit cost | |||
Service cost | $ 23,075 | $ 28,300 | $ 26,935 |
Interest cost | 41,875 | 44,179 | 48,886 |
Expected return on plan assets | (58,820) | (68,830) | (74,080) |
Amortization of prior service (credit) cost | (1,555) | (1,178) | (667) |
Amortization of net loss (gain) | 34,940 | 30,510 | 23,360 |
Curtailment credit | 0 | (688) | 0 |
Settlement loss | 22,657 | 23,067 | 0 |
Total net periodic benefit cost | 62,172 | 55,360 | 24,434 |
Change in plan assets and benefit obligations recognized in AOCI, pre-tax | |||
Actuarial net (gain) loss | (31,772) | (21,554) | 99,136 |
Prior service (credit) cost | (41,517) | 1,748 | 833 |
Total recognized in other comprehensive (income) loss, pre-tax | (73,289) | (19,806) | 99,969 |
Net amounts recognized in periodic benefit cost and AOCI | (11,117) | 35,554 | 124,403 |
Other Benefits | |||
Amounts recognized in net periodic benefit cost | |||
Service cost | 299 | 542 | 706 |
Interest cost | 9,731 | 10,187 | 11,696 |
Expected return on plan assets | 0 | 0 | 0 |
Amortization of prior service (credit) cost | 575 | 611 | 616 |
Amortization of net loss (gain) | (13) | (57) | (141) |
Curtailment credit | 0 | 204 | 0 |
Settlement loss | 0 | 0 | 0 |
Total net periodic benefit cost | 10,592 | 11,487 | 12,877 |
Change in plan assets and benefit obligations recognized in AOCI, pre-tax | |||
Actuarial net (gain) loss | (3,047) | (26,270) | 36,021 |
Prior service (credit) cost | (572) | (834) | (629) |
Total recognized in other comprehensive (income) loss, pre-tax | (3,619) | (27,104) | 35,392 |
Net amounts recognized in periodic benefit cost and AOCI | $ 6,973 | $ (15,617) | $ 48,269 |
PENSION AND OTHER POST-RETIRE91
PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS - AMOUNTS EXPECTED TO BE AMORTIZED FROM AOCI INTO NET PERIODIC BENEFIT (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Pension Benefits | |
Defined Benefit Plan Disclosure [Line Items] | |
Amortization of net actuarial loss (gain) | $ 33,567 |
Amortization of prior service (credit) cost | (5,822) |
Other Benefits | |
Defined Benefit Plan Disclosure [Line Items] | |
Amortization of net actuarial loss (gain) | (1) |
Amortization of prior service (credit) cost | $ 747 |
PENSION AND OTHER POST-RETIRE92
PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS - WEIGHTED AVERAGE ASSUMPTIONS USED IN COMPUTING BENEFIT OBLIGATIONS (Details) | Dec. 31, 2016 | Dec. 31, 2015 |
Pension Benefits | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 3.80% | 4.00% |
Rate of increase in compensation levels | 3.80% | 3.80% |
Other Benefits | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 3.80% | 4.00% |
PENSION AND OTHER POST-RETIRE93
PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS - WEIGHTED AVERAGE ASSUMPTIONS USED IN COMPUTING NET PERIODIC BENEFIT COST (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Pension Benefits | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate | 4.00% | 3.70% | 4.50% |
Expected long-term return on plan assets | 6.10% | 6.30% | 7.00% |
Rate of compensation increase | 3.80% | 4.10% | 4.00% |
Other Benefits | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate | 4.00% | 3.70% | 4.50% |
PENSION AND OTHER POST-RETIRE94
PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS - ONE PERCENT CHANGE IN ASSUMED HEALTH CARE TREND RATE EFFECTS (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Compensation and Retirement Disclosure [Abstract] | |
Effect on total service and interest cost components, one percentage point increase | $ 151 |
Effect on total service and interest cost components, one percentage point decrease | (132) |
Effect on post-retirement benefit obligation, one percentage point increase | 3,858 |
Effect on post-retirement benefit obligation, one percentage point decrease | $ (3,373) |
PENSION AND OTHER POST-RETIRE95
PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS - SUMMARY OF PLAN ASSETS ACROSS ASSET CLASSES (Details) - Domestic Plans | 12 Months Ended |
Dec. 31, 2016 | |
Cash | |
Defined Benefit Plan Disclosure [Line Items] | |
Target Asset Allocation | 1.00% |
Equity securities | |
Defined Benefit Plan Disclosure [Line Items] | |
Target Asset Allocation | 25.00% |
Fixed income securities | |
Defined Benefit Plan Disclosure [Line Items] | |
Target Asset Allocation | 49.00% |
Other Investments [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Target Asset Allocation | 25.00% |
PENSION AND OTHER POST-RETIRE96
PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS - PENSION PLAN ASSETS WITHIN THE FAIR VALUE HIERARCHY (Details) - Pension Benefits - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | $ 1,023,676 | $ 1,041,902 | $ 1,136,943 |
Quoted prices in active markets of identical assets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 20,792 | 467,085 | |
Significant other observable inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 1,002,884 | 574,817 | |
Significant other unobservable inputs (Level 3) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 0 | |
Cash and cash equivalents | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 10,116 | 32,152 | |
Cash and cash equivalents | Quoted prices in active markets of identical assets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 576 | 1,763 | |
Cash and cash equivalents | Significant other observable inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 9,540 | 30,389 | |
Cash and cash equivalents | Significant other unobservable inputs (Level 3) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 0 | |
U.S. all-cap | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 138,367 | ||
U.S. all-cap | Quoted prices in active markets of identical assets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | ||
U.S. all-cap | Significant other observable inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 138,367 | ||
U.S. all-cap | Significant other unobservable inputs (Level 3) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | ||
International all-cap | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 111,980 | ||
International all-cap | Quoted prices in active markets of identical assets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 108,862 | ||
International all-cap | Significant other observable inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 3,118 | ||
International all-cap | Significant other unobservable inputs (Level 3) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | ||
Global all-cap | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 262,430 | 269,220 | |
Global all-cap | Quoted prices in active markets of identical assets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 20,216 | 73,157 | |
Global all-cap | Significant other observable inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 242,214 | 196,063 | |
Global all-cap | Significant other unobservable inputs (Level 3) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 0 | |
U.S. government/agency | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 228,648 | 237,514 | |
U.S. government/agency | Quoted prices in active markets of identical assets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 117,378 | |
U.S. government/agency | Significant other observable inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 228,648 | 120,136 | |
U.S. government/agency | Significant other unobservable inputs (Level 3) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 0 | |
Corporate bonds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 199,634 | 139,224 | |
Corporate bonds | Quoted prices in active markets of identical assets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 101,476 | |
Corporate bonds | Significant other observable inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 199,634 | 37,748 | |
Corporate bonds | Significant other unobservable inputs (Level 3) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 0 | |
Collateralized obligations | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 50,532 | 40,689 | |
Collateralized obligations | Quoted prices in active markets of identical assets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 32,532 | |
Collateralized obligations | Significant other observable inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 50,532 | 8,157 | |
Collateralized obligations | Significant other unobservable inputs (Level 3) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 0 | |
International government/corporate bonds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 30,928 | 72,756 | |
International government/corporate bonds | Quoted prices in active markets of identical assets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 31,917 | |
International government/corporate bonds | Significant other observable inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 30,928 | 40,839 | |
International government/corporate bonds | Significant other unobservable inputs (Level 3) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | $ 0 | |
Global diversified assets [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 146,975 | ||
Global diversified assets [Member] | Quoted prices in active markets of identical assets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | ||
Global diversified assets [Member] | Significant other observable inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 146,975 | ||
Global diversified assets [Member] | Significant other unobservable inputs (Level 3) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | ||
Global real estate investment trusts [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 48,000 | ||
Global real estate investment trusts [Member] | Quoted prices in active markets of identical assets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | ||
Global real estate investment trusts [Member] | Significant other observable inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 48,000 | ||
Global real estate investment trusts [Member] | Significant other unobservable inputs (Level 3) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | ||
Global infrastructure [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 46,413 | ||
Global infrastructure [Member] | Quoted prices in active markets of identical assets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | ||
Global infrastructure [Member] | Significant other observable inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 46,413 | ||
Global infrastructure [Member] | Significant other unobservable inputs (Level 3) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | $ 0 |
PENSION AND OTHER POST-RETIRE97
PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS - EXPECTED BENEFIT PAYMENTS TO BE PAID (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Pension Benefits | |
Defined Benefit Plan Disclosure [Line Items] | |
2,017 | $ 96,972 |
2,018 | 69,299 |
2,019 | 73,438 |
2,020 | 78,863 |
2,021 | 79,714 |
2022-2026 | 423,587 |
Other Benefits | |
Defined Benefit Plan Disclosure [Line Items] | |
2,017 | 22,593 |
2,018 | 20,546 |
2,019 | 18,813 |
2,020 | 17,642 |
2,021 | 16,698 |
2022-2026 | $ 71,616 |
STOCK COMPENSATION PLANS - NARR
STOCK COMPENSATION PLANS - NARRATIVE (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, number of shares authorized (shares) | 68,500,000 | ||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized | $ 60,963 | ||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 2 years 2 months | ||
Intrinsic value of share-based liabilities paid, combined with the fair value of shares vested (in millions of dollars) | $ 22,062 | $ 46,113 | $ 57,360 |
Deferred performance stock units, deferred restricted stock units, and directors' fees and accumulated dividend amounts representing deferred stock units outstanding | 483,465 | ||
Employee stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 2 years 5 months | ||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||
Weighted-average fair value of options granted (per share) | $ 11.46 | $ 18.99 | $ 21.50 |
Intrinsic value of options exercised (in millions of dollars) | $ 73,944 | $ 66,161 | $ 133,948 |
Employee service share-based compensation, nonvested awards, compensation not yet recognized, stock options | $ 16,372 | ||
Performance Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 3 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||
Performance stock units for which measurement date has not yet occurred for accounting purposes (shares) | 6,410 | 20,586 | |
Performance Shares [Member] | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share based compensation arrangement, by share based payment award, equity instruments other than options, performance score, percentage | 0.00% | ||
Performance Shares [Member] | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share based compensation arrangement, by share based payment award, equity instruments other than options, performance score, percentage | 250.00% | ||
Performance Stock Units and Restricted Stock Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock, conversion basis (shares) | 1 |
STOCK COMPENSATION PLANS - COMP
STOCK COMPENSATION PLANS - COMPENSATION EXPENSE AND INCOME TAX BENEFITS FOR STOCK-BASED COMPENSATION PROGRAMS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Pre-tax compensation expense | $ 54,785 | $ 51,533 | $ 54,068 |
Related income tax benefit | $ 17,148 | $ 17,109 | $ 18,653 |
STOCK COMPENSATION PLANS - STOC
STOCK COMPENSATION PLANS - STOCK OPTION ACTIVITY (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding shares at beginning of year (shares) | 6,842,563 | |
Granted (shares) | 1,356,440 | |
Exercised (shares) | (1,762,827) | |
Forfeited (shares) | (244,168) | |
Outstanding as of December 31, 2015 (shares) | 6,192,008 | 6,842,563 |
Options exercisable as of December 31, 2015 (shares) | 3,498,601 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Outstanding (USD per share) | $ 75.48 | |
Granted (USD per share) | 90.73 | |
Exercises (USD per share) | 58.72 | |
Forfeited (USD per share) | 98.72 | |
Outstanding (USD per share) | 82.67 | $ 75.48 |
Options exercisable (USD per share) | $ 72.15 | |
Options outstanding, weighted-average remaining contractual term | 6 years 2 months | 5 years 9 months |
Options exercisable, weighted aver remaining contractual term | 4 years 7 months | |
Aggregate intrinsic value of options outstanding | $ 121,202 | |
Aggregate intrinsic value of options exercisable | $ 103,865 |
STOCK COMPENSATION PLANS - FAIR
STOCK COMPENSATION PLANS - FAIR VALUE WEIGHTED-AVERAGE ASSUMPTIONS (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Dividend yields | 2.40% | 2.10% | 2.00% |
Expected volatility | 16.80% | 20.70% | 22.30% |
Risk-free interest rates | 1.50% | 1.90% | 2.10% |
Expected term in years | 6 years 9 months | 6 years 8 months | 6 years 8 months |
STOCK COMPENSATION PLANS - S102
STOCK COMPENSATION PLANS - STOCK OPTION INFORMATION BY EXERCISE PRICE RANGE (Details) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
$33.40 - $60.68 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $ 33.40 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $ 60.68 |
Number Outstanding as of 12/31/15 (shares) | shares | 1,825,259 |
Weighted- Average Remaining Contractual Life in Years | 3 years 6 months |
Weighted- Average Exercise Price (USD per share) | $ 51.27 |
Number Exercisable as of 12/31/15 (shares) | shares | 1,825,259 |
Weighted- Average Exercise Price (USD per share) | $ 51.27 |
$60.69 - $90.39 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | 60.69 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $ 90.39 |
Number Outstanding as of 12/31/15 (shares) | shares | 2,208,766 |
Weighted- Average Remaining Contractual Life in Years | 7 years 6 months |
Weighted- Average Exercise Price (USD per share) | $ 86.58 |
Number Exercisable as of 12/31/15 (shares) | shares | 730,253 |
Weighted- Average Exercise Price (USD per share) | $ 81.66 |
$90.40 - $111.76 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | 90.40 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $ 111.76 |
Number Outstanding as of 12/31/15 (shares) | shares | 2,157,983 |
Weighted- Average Remaining Contractual Life in Years | 7 years 1 month |
Weighted- Average Exercise Price (USD per share) | $ 105.22 |
Number Exercisable as of 12/31/15 (shares) | shares | 943,089 |
Weighted- Average Exercise Price (USD per share) | $ 105.20 |
$33.40 - $111.76 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | 33.40 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $ 111.76 |
Number Outstanding as of 12/31/15 (shares) | shares | 6,192,008 |
Weighted- Average Remaining Contractual Life in Years | 6 years 2 months |
Weighted- Average Exercise Price (USD per share) | $ 82.67 |
Number Exercisable as of 12/31/15 (shares) | shares | 3,498,601 |
Weighted- Average Exercise Price (USD per share) | $ 72.15 |
STOCK COMPENSATION PLANS - SUMM
STOCK COMPENSATION PLANS - SUMMARY OF PSUs AND RSUs ACTIVITY (Details) - Performance and restricted stock options - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Outstanding at beginning of year (shares) | 495,207 | ||
Granted (shares) | 545,750 | 381,407 | 331,788 |
Performance assumption change (shares) | 79,889 | ||
Vested (shares) | (239,270) | ||
Forfeited (shares) | (53,348) | ||
Outstanding at end of year (shares) | 828,228 | 495,207 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Outstanding at beginning of year (USD per share) | $ 106.40 | ||
Weighted-average fair value at date of grant (USD per share) | 93.55 | $ 104.68 | $ 115.57 |
Performance assumption change | 92.43 | ||
Vested (USD per share) | 94.59 | ||
Forfeited (USD per share) | 98.93 | ||
Outstanding at end of year (USD per share) | $ 102.66 | $ 106.40 |
STOCK COMPENSATION PLANS - PSUs
STOCK COMPENSATION PLANS - PSUs AND RSUS FAIR VALUE WEIGHTED-AVERAGE ASSUMPTIONS (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend yields | 2.40% | 2.10% | 2.00% |
Performance and restricted stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Units granted (shares) | 545,750 | 381,407 | 331,788 |
Weighted-average fair value at date of grant (USD per share) | $ 93.55 | $ 104.68 | $ 115.57 |
Estimated values (USD per share) | $ 38.02 | $ 61.22 | $ 80.95 |
Dividend yields | 2.50% | 2.00% | 1.80% |
Expected volatility | 17.00% | 14.90% | 15.50% |
SEGMENT INFORMATION NARRATIVE (
SEGMENT INFORMATION NARRATIVE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
North America | Geographic Concentration Risk | Sales Revenue, Goods, Net | ||
Revenue, Major Customer [Line Items] | ||
Concentration Risk, Percentage | 88.00% | |
Commodities futures and options | ||
Revenue, Major Customer [Line Items] | ||
Derivative, Gain (Loss) on Derivative, Net | $ (171,753) | |
Operating Segments | Commodities futures and options | ||
Revenue, Major Customer [Line Items] | ||
Derivative, Gain (Loss) on Derivative, Net | $ (8,515) | |
Scenario, Forecast | Operating Segments | Commodities futures and options | ||
Revenue, Major Customer [Line Items] | ||
Derivative, Gain (Loss) on Derivative, Net | $ (88,300) |
SEGMENT INFORMATION SALES AND I
SEGMENT INFORMATION SALES AND INCOME (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Oct. 02, 2016 | Jul. 03, 2016 | Apr. 03, 2016 | Dec. 31, 2015 | Oct. 04, 2015 | Jul. 05, 2015 | Apr. 05, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||||||||
Net Sales | $ 1,970,244 | $ 2,003,454 | $ 1,637,671 | $ 1,828,812 | $ 1,909,222 | $ 1,960,779 | $ 1,578,825 | $ 1,937,800 | $ 7,440,181 | $ 7,386,626 | $ 7,421,768 |
Operating Income (Loss) | 1,205,783 | 1,037,759 | 1,392,261 | ||||||||
Goodwill and other intangible asset impairment charges | 4,204 | 280,802 | 15,900 | ||||||||
Costs associated with business realignment activities | 107,571 | 120,975 | 34,290 | ||||||||
Interest expense, net | 90,143 | 105,773 | 83,532 | ||||||||
Other (income) expense, net | 16,159 | 30,139 | 2,686 | ||||||||
Income before income taxes | 1,099,481 | 901,847 | 1,306,043 | ||||||||
Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating Income (Loss) | 2,011,856 | 1,975,900 | 1,956,211 | ||||||||
Operating Segments | North America | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net Sales | 6,532,988 | 6,468,158 | 6,352,729 | ||||||||
Operating Income (Loss) | 2,040,995 | 2,073,967 | 1,916,207 | ||||||||
Operating Segments | International and Other | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net Sales | 907,193 | 918,468 | 1,069,039 | ||||||||
Operating Income (Loss) | (29,139) | (98,067) | 40,004 | ||||||||
Corporate, Non-Segment | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating Income (Loss) | 497,423 | 497,386 | 503,234 | ||||||||
Segment Reconciling Items [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Derivative, Gain (Loss) on Derivative, Net | 163,238 | 0 | 0 | ||||||||
Goodwill and other intangible asset impairment charges | 4,204 | 280,802 | 15,900 | ||||||||
Costs associated with business realignment activities | 107,571 | 120,975 | 34,290 | ||||||||
Non-service related pension expense (income) | 27,157 | 18,079 | (1,834) | ||||||||
Acquisition and integration costs | $ 6,480 | $ 20,899 | $ 12,360 |
SEGMENT INFORMATION SEGMENT INF
SEGMENT INFORMATION SEGMENT INFORMATION (SUMMARY OF DERIVATIVE INFORMATION) (Details) - Commodities futures and options $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Segment Reporting Information [Line Items] | |
Derivative, Gain (Loss) on Derivative, Net | $ (171,753) |
Segment Reconciling Items [Member] | |
Segment Reporting Information [Line Items] | |
Derivative, Gain (Loss) on Derivative, Net | (163,238) |
Operating Segments | |
Segment Reporting Information [Line Items] | |
Derivative, Gain (Loss) on Derivative, Net | $ (8,515) |
SEGMENT INFORMATION DEPRECIATIO
SEGMENT INFORMATION DEPRECIATION AND AMORTIZATION (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | $ 301,837 | $ 244,928 | $ 211,532 |
Operating Segments | North America | |||
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | 162,211 | 153,185 | 146,475 |
Operating Segments | International and Other | |||
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | 50,753 | 46,342 | 28,463 |
Corporate, Non-Segment | Corporate (1) | |||
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | $ 88,873 | $ 45,401 | $ 36,594 |
SEGMENT INFORMATION BY GEOGRAPH
SEGMENT INFORMATION BY GEOGRAPHY (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Oct. 02, 2016 | Jul. 03, 2016 | Apr. 03, 2016 | Dec. 31, 2015 | Oct. 04, 2015 | Jul. 05, 2015 | Apr. 05, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | $ 1,970,244 | $ 2,003,454 | $ 1,637,671 | $ 1,828,812 | $ 1,909,222 | $ 1,960,779 | $ 1,578,825 | $ 1,937,800 | $ 7,440,181 | $ 7,386,626 | $ 7,421,768 |
Long-lived assets | 2,177,248 | 2,240,460 | 2,177,248 | 2,240,460 | 2,151,901 | ||||||
United States | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | 6,196,723 | 6,116,490 | 5,996,564 | ||||||||
Long-lived assets | 1,528,255 | 1,528,723 | 1,528,255 | 1,528,723 | 1,477,455 | ||||||
Other | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | 1,243,458 | 1,270,136 | 1,425,204 | ||||||||
Long-lived assets | $ 648,993 | $ 711,737 | $ 648,993 | $ 711,737 | $ 674,446 |
EQUITY AND NONCONTROLLING IN110
EQUITY AND NONCONTROLLING INTERESTS - NARRATIVE (Details) | 12 Months Ended | ||
Dec. 31, 2016vote$ / sharesshares | Dec. 31, 2015shares | Dec. 31, 2014shares | |
Class of Stock [Line Items] | |||
Common and preferred shares authorized (shares) | 1,055,000,000 | ||
Preferred stock, shares authorized (shares) | 5,000,000 | ||
Preferred stock, par value (USD per share) | $ / shares | $ 1 | ||
Common stock, shares, outstanding (shares) | 212,259,735 | 216,777,360 | 221,044,958 |
Noncontrolling Interests in Subsidiaries | Lotte Shanghai Food Company | |||
Class of Stock [Line Items] | |||
Noncontrolling interest, ownership percentage by parent | 50.00% | ||
Common stock | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (shares) | 900,000,000 | ||
Common stock, par (USD per share) | $ / shares | $ 1 | ||
Common stock, voting rights (vote) | vote | 1 | ||
Common stock voting rights, board election percentage | 16.66% | ||
Dividends, common sock, cash, additional percentage over Class B common stock dividends | 10.00% | ||
Common stock | Hershey Trust Company | |||
Class of Stock [Line Items] | |||
Common stock, shares, outstanding (shares) | 12,903,021 | ||
Class B common stock | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (shares) | 150,000,000 | ||
Common stock, voting rights (vote) | vote | 10 | ||
Conversion of Stock, Shares Converted | 0 | 0 | 440 |
Class B common stock | Hershey Trust Company | |||
Class of Stock [Line Items] | |||
Common stock, shares, outstanding (shares) | 60,612,012 | ||
Common stock, voting percentage | 80.00% |
EQUITY AND NONCONTROLLING IN111
EQUITY AND NONCONTROLLING INTERESTS - COMMON STOCK OUTSTANDING (Details) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Class of Stock [Line Items] | |||
Common stock, shares issued (shares) | 359,901,744 | 359,901,744 | 359,901,744 |
Treasury Stock, Shares [Roll Forward] | |||
Treasury stock, shares, beginning of the period (shares) | (143,124,384) | (138,856,786) | (136,007,023) |
Stock repurchases: | |||
Treasury stock, shares, end of the period (shares) | (147,642,009) | (143,124,384) | (138,856,786) |
Stock issuances: | |||
Common stock, shares, outstanding (shares) | 212,259,735 | 216,777,360 | 221,044,958 |
Employee stock options | |||
Stock repurchases: | |||
Stock repurchased during the period (shares) | (1,820,766) | (1,776,838) | (3,676,513) |
Stock issuances: | |||
Stock issued during period, shares, share-based compensation (gross) | 1,944,105 | 1,718,352 | 2,962,018 |
Common stock | |||
Class of Stock [Line Items] | |||
Common stock, shares issued (shares) | 299,281,967 | 299,281,967 | |
Stock repurchases: | |||
Stock repurchased during the period (shares) | (4,640,964) | (4,209,112) | (2,135,268) |
EQUITY AND NONCONTROLLING IN112
EQUITY AND NONCONTROLLING INTERESTS - NONCONTROLLING INTEREST AND REDEEMABLE NONCONTROLLING INTEREST (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Balance, December 31, 2015 | $ 49,465 | ||
Net income (loss) attributable to noncontrolling interests | (3,970) | $ 577 | $ 3,526 |
Balance, December 31, 2016 | 41,831 | 49,465 | |
Noncontrolling Interests in Subsidiaries | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Balance, December 31, 2015 | 49,465 | ||
Net income (loss) attributable to noncontrolling interests | (3,970) | 577 | $ 3,526 |
Other comprehensive loss - foreign currency translation adjustments | (3,664) | ||
Balance, December 31, 2016 | $ 41,831 | $ 49,465 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - PURCHASE OBLIGATIONS (Details) - Inventories $ in Millions | Dec. 31, 2016USD ($) |
Unrecorded Unconditional Purchase Obligation, Fiscal Year Maturity [Abstract] | |
2,017 | $ 1,282.2 |
2,018 | 240.5 |
2,019 | 36 |
2,020 | $ 0 |
COMMITMENTS AND CONTINGENCIE114
COMMITMENTS AND CONTINGENCIES - OPERATING LEASE OBLIGATIONS (Details) $ in Millions | Dec. 31, 2016USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2,017 | $ 11.7 |
2,018 | 13.7 |
2,019 | 12.4 |
2,020 | 10.9 |
2,021 | 10.8 |
Thereafter | $ 189 |
COMMITMENTS AND CONTINGENCIE115
COMMITMENTS AND CONTINGENCIES - NARRATIVE (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Loss Contingencies [Line Items] | |||
Rent expense | $ 20,330 | $ 19,754 | $ 21,423 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Oct. 02, 2016 | Jul. 03, 2016 | Apr. 03, 2016 | Dec. 31, 2015 | Oct. 04, 2015 | Jul. 05, 2015 | Apr. 05, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Common stock | |||||||||||
Basic earnings per share: | |||||||||||
Allocation of distributed earnings (cash dividends paid) | $ 367,081 | $ 352,953 | $ 328,752 | ||||||||
Allocation of undistributed earnings | 162,299 | 27,324 | 303,801 | ||||||||
Total earnings—basic | $ 529,380 | $ 380,277 | $ 632,553 | ||||||||
Total weighted-average shares—basic (shares) | 153,519 | 158,471 | 161,935 | ||||||||
Earnings Per Share—basic (USD per share) | $ 0.56 | $ 1.09 | $ 0.70 | $ 1.09 | $ 1.08 | $ 0.66 | $ (0.47) | $ 1.14 | $ 3.45 | $ 2.40 | $ 3.91 |
Diluted earnings per share: | |||||||||||
Allocation of total earnings used in basic computation | $ 529,380 | $ 380,277 | $ 632,553 | ||||||||
Reallocation of total earnings as a result of conversion of Class B common stock to Common stock | 190,664 | 132,674 | 214,359 | ||||||||
Reallocation of undistributed earnings | 0 | 0 | 0 | ||||||||
Total earnings—diluted | $ 720,044 | $ 512,951 | $ 846,912 | ||||||||
Conversion of Class B common stock to Common shares outstanding | 60,620 | 60,620 | 60,620 | ||||||||
Total weighted-average shares—diluted (shares) | 215,304 | 220,651 | 224,837 | ||||||||
Earnings Per Share—diluted (USD per share) | 0.55 | 1.06 | 0.68 | 1.06 | 1.04 | 0.64 | (0.47) | 1.10 | $ 3.34 | $ 2.32 | $ 3.77 |
Common stock | Employee stock options | |||||||||||
Diluted earnings per share: | |||||||||||
Incremental common shares attributable to dilutive effect of share-based payment arrangements | 964 | 1,335 | 1,920 | ||||||||
Common stock | Performance and restricted stock options | |||||||||||
Diluted earnings per share: | |||||||||||
Incremental common shares attributable to dilutive effect of share-based payment arrangements | 201 | 225 | 362 | ||||||||
Class B common stock | |||||||||||
Basic earnings per share: | |||||||||||
Allocation of distributed earnings (cash dividends paid) | $ 132,394 | $ 123,179 | $ 111,662 | ||||||||
Allocation of undistributed earnings | 58,270 | 9,495 | 102,697 | ||||||||
Total earnings—basic | $ 190,664 | $ 132,674 | $ 214,359 | ||||||||
Total weighted-average shares—basic (shares) | 60,620 | 60,620 | 60,620 | ||||||||
Earnings Per Share—basic (USD per share) | 0.51 | 0.99 | 0.64 | 0.99 | 0.98 | 0.60 | (0.42) | 1.04 | $ 3.15 | $ 2.19 | $ 3.54 |
Diluted earnings per share: | |||||||||||
Allocation of total earnings used in basic computation | $ 190,664 | $ 132,674 | $ 214,359 | ||||||||
Reallocation of total earnings as a result of conversion of Class B common stock to Common stock | 0 | 0 | 0 | ||||||||
Reallocation of undistributed earnings | (324) | (69) | (1,071) | ||||||||
Total earnings—diluted | $ 190,340 | $ 132,605 | $ 213,288 | ||||||||
Conversion of Class B common stock to Common shares outstanding | 0 | 0 | 0 | ||||||||
Total weighted-average shares—diluted (shares) | 60,620 | 60,620 | 60,620 | ||||||||
Earnings Per Share—diluted (USD per share) | $ 0.51 | $ 0.99 | $ 0.64 | $ 0.99 | $ 0.98 | $ 0.60 | $ (0.42) | $ 1.03 | $ 3.14 | $ 2.19 | $ 3.52 |
Class B common stock | Employee stock options | |||||||||||
Diluted earnings per share: | |||||||||||
Incremental common shares attributable to dilutive effect of share-based payment arrangements | 0 | 0 | 0 | ||||||||
Class B common stock | Performance and restricted stock options | |||||||||||
Diluted earnings per share: | |||||||||||
Incremental common shares attributable to dilutive effect of share-based payment arrangements | 0 | 0 | 0 |
EARNINGS PER SHARE - NARRATIVE
EARNINGS PER SHARE - NARRATIVE (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (shares) | 3,680 | 2,660 | 1,510 |
OTHER (INCOME) EXPENSE, NET 118
OTHER (INCOME) EXPENSE, NET OTHER (INCOME) EXPENSE, NET (Details) - USD ($) $ in Thousands | Feb. 03, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||
Write-down of equity investments in partnerships qualifying for tax credits | $ 43,482 | $ 39,489 | $ 0 | |
Settlement of SGM liability (see Note 2) | (26,650) | 0 | 0 | |
Gain on acquisition of controlling interest in LSFC | 0 | 0 | (4,627) | |
Other (income) expense, net | (673) | 600 | 591 | |
Total | 16,159 | 30,139 | 2,686 | |
Shanghai Golden Monkey Food Joint Stock Co., Ltd. | ||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||
Settlement of SGM liability (see Note 2) | $ (26,650) | (26,650) | 0 | 0 |
Lotte Shanghai Food Company | ||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||
Foreign currency exchange loss relating to strategy to cap SGM acquisition price as denominated in U.S. dollars | 0 | 0 | 6,722 | |
Trademarks | ||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||
Gain on sale of non-core trademark | $ 0 | $ (9,950) | $ 0 |
SUPPLEMENTAL BALANCE SHEET I119
SUPPLEMENTAL BALANCE SHEET INFORMATION (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory, Net [Abstract] | |||
Raw materials | $ 315,239 | $ 353,451 | |
Goods in process | 88,490 | 67,745 | |
Finished goods | 528,587 | 534,983 | |
Inventories at FIFO | 932,316 | 956,179 | |
Adjustment to LIFO | (186,638) | (205,209) | |
Total inventories | 745,678 | 750,970 | |
Property, Plant and Equipment [Abstract] | |||
Land | 103,865 | 96,666 | |
Buildings | 1,238,634 | 1,084,958 | |
Machinery and equipment | 3,001,552 | 2,886,723 | |
Construction in progress | 230,987 | 448,956 | |
Property, plant and equipment, gross | 4,575,038 | 4,517,303 | |
Accumulated depreciation | (2,397,790) | (2,276,843) | |
Property, plant and equipment, net | 2,177,248 | 2,240,460 | $ 2,151,901 |
Other Assets, Noncurrent [Abstract] | |||
Capitalized software, net | 95,301 | 68,004 | |
Income tax receivable | 1,449 | 1,428 | |
Other non-current assets | 71,615 | 85,934 | |
Total other assets | 168,365 | 155,366 | |
Accrued Liabilities, Current [Abstract] | |||
Payroll, compensation and benefits | 240,080 | 215,638 | |
Advertising and promotion | 358,573 | 337,945 | |
Due to SGM shareholders | 0 | 72,025 | |
Other | 152,333 | 231,359 | |
Total accrued liabilities | 750,986 | 856,967 | |
Other Liabilities, Noncurrent [Abstract] | |||
Post-retirement benefits liabilities | 220,270 | 231,412 | |
Pension benefits liabilities | 65,687 | 122,681 | |
Other | 114,204 | 114,625 | |
Total other long-term liabilities | 400,161 | 468,718 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Foreign currency translation adjustments | (110,613) | (101,236) | |
Pension and post-retirement benefit plans, net of tax | (207,169) | (254,648) | |
Cash flow hedges, net of tax | (58,106) | (15,141) | |
Accumulated Other Comprehensive Income (Loss), Net of Tax | $ (375,888) | $ (371,025) |
QUARTERLY DATA (Details)
QUARTERLY DATA (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Oct. 02, 2016 | Jul. 03, 2016 | Apr. 03, 2016 | Dec. 31, 2015 | Oct. 04, 2015 | Jul. 05, 2015 | Apr. 05, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net sales | $ 1,970,244 | $ 2,003,454 | $ 1,637,671 | $ 1,828,812 | $ 1,909,222 | $ 1,960,779 | $ 1,578,825 | $ 1,937,800 | $ 7,440,181 | $ 7,386,626 | $ 7,421,768 |
Gross profit | 742,269 | 850,848 | 747,398 | 817,376 | 877,718 | 868,706 | 735,408 | 900,843 | 3,157,891 | 3,382,675 | 3,336,166 |
Net income | $ 116,853 | 227,403 | $ 145,956 | $ 229,832 | $ 227,889 | $ 140,266 | $ (99,941) | $ 244,737 | 720,044 | 512,951 | 846,912 |
Increase to cost of good sold, due to recast adjustment | $ (4,282,290) | $ (4,003,951) | $ (4,085,602) | ||||||||
Hedge Accounting Compliance For Cocoa Commodity Derivatives | Recast Adjustment | |||||||||||
Increase to cost of good sold, due to recast adjustment | $ (23,358) | ||||||||||
Maximum | |||||||||||
Market price of common stock throughout the quarter (USD per share) | $ 104.44 | $ 113.89 | $ 113.49 | $ 93.71 | $ 97.07 | $ 94.31 | $ 101.74 | $ 110.78 | $ 104.44 | $ 97.07 | |
Minimum | |||||||||||
Market price of common stock throughout the quarter (USD per share) | 94.63 | 94.64 | 89.60 | 83.32 | 83.58 | 85.13 | 87.86 | 98.52 | 94.63 | 83.58 | |
Common stock | |||||||||||
Net income per share - basic (USD per share) | 0.56 | 1.09 | 0.70 | 1.09 | 1.08 | 0.66 | (0.47) | 1.14 | 3.45 | 2.40 | $ 3.91 |
Net income per share - diluted (USD per share) | 0.55 | 1.06 | 0.68 | 1.06 | 1.04 | 0.64 | (0.47) | 1.10 | 3.34 | 2.32 | 3.77 |
Dividends paid per share (USD per share) | 0.618 | 0.618 | 0.583 | 0.583 | 0.583 | 0.583 | 0.535 | 0.535 | 2.402 | 2.236 | 2.04 |
Class B common stock | |||||||||||
Net income per share - basic (USD per share) | 0.51 | 0.99 | 0.64 | 0.99 | 0.98 | 0.60 | (0.42) | 1.04 | 3.15 | 2.19 | 3.54 |
Net income per share - diluted (USD per share) | 0.51 | 0.99 | 0.64 | 0.99 | 0.98 | 0.60 | (0.42) | 1.03 | 3.14 | 2.19 | 3.52 |
Dividends paid per share (USD per share) | $ 0.562 | $ 0.562 | $ 0.530 | $ 0.530 | $ 0.53 | $ 0.53 | $ 0.486 | $ 0.486 | $ 2.184 | $ 2.032 | $ 1.842 |
SCHEDULE II - VALUATION AND 121
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | $ 262,325 | $ 174,856 | $ 102,052 |
Charged to Costs and Expenses | 232,797 | 264,888 | 238,376 |
Charged to Other Accounts | 0 | 0 | 0 |
Deductions from Reserves | (199,441) | (177,419) | (165,572) |
Balance at End of Period | 295,681 | 262,325 | 174,856 |
Allowance for Trade Receivables | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | 32,638 | 15,885 | 14,329 |
Charged to Costs and Expenses | 174,314 | 172,622 | 153,652 |
Charged to Other Accounts | 0 | 0 | 0 |
Deductions from Reserves | (166,799) | (155,869) | (152,096) |
Balance at End of Period | 40,153 | 32,638 | 15,885 |
Valuation Allowance of Net Deferred Taxes | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | 207,055 | 147,223 | 87,159 |
Charged to Costs and Expenses | 28,430 | 59,832 | 60,064 |
Charged to Other Accounts | 0 | 0 | 0 |
Deductions from Reserves | 0 | 0 | 0 |
Balance at End of Period | 235,485 | 207,055 | 147,223 |
Inventory Obsolescence Reserve | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | 22,632 | 11,748 | 564 |
Charged to Costs and Expenses | 30,053 | 32,434 | 24,660 |
Charged to Other Accounts | 0 | 0 | 0 |
Deductions from Reserves | (32,642) | (21,550) | (13,476) |
Balance at End of Period | $ 20,043 | $ 22,632 | $ 11,748 |