form_11k.htm




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________

FORM 11-K
________________

FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS 
PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


 þ
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURTIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009
OR

 ¨
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______to _______

Commission file number 1-15321
________________

A.           Full title of the plan and the address of the plan, if different from that of the issuer named below:

Smithfield Foods, Inc. Bargaining 401(k) Plan

B.           Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Smithfield Foods, Inc.
200 Commerce Street
Smithfield, VA 23430



 

 


SMITHFIELD FOODS, INC.  BARGAINING 401(K) PLAN
 
TABLE OF CONTENTS
 
     
   
PAGE
 
 
     
 
Report of Independent Registered Public Accounting Firm                                                                                                                        
 3
     
 
Financial Statements
 
     
 
4
     
 
5
     
 
6
     
 
Supplemental Schedule
 
     
 
14
     


2

 
Report of Independent Registered Public Accounting Firm


Participants and Plan Administrator
Smithfield Foods, Inc. Bargaining 401(k) Plan
 
 
We have audited the accompanying statements of net assets available for benefits of Smithfield Foods, Inc. Bargaining 401(k) Plan as of December 31, 2009 and 2008, and the related statement of changes in net assets available for benefits for the year ended December 31, 2009.  These financial statements are the responsibility of the Plan’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2009 and 2008, and the changes in net assets available for benefits for the year ended December 31, 2009 in conformity with U.S. GAAP.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole.  The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  The supplemental schedule is the responsibility of the Plan’s management.  The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.


/s/Goodman & Company, L.L.P.


Norfolk, Virginia
June 29, 2010
 

 
3

 
 
           
             
Statements of Net Assets Available for Benefits
           
             
             
December 31,
2009
 
2008
 
             
Investments - at fair value
  $ 69,664,015     $ 54,670,276  
Receivables
               
Participant contributions
    580,215       179,706  
Employer contributions
    756,555       379,596  
Total receivables
    1,336,770       559,302  
Net assets available for benefits - at fair value
    71,000,785       55,229,578  
Adjustment from fair value to contract value for fully benefit-responsive investment contracts
    (39,902 )     1,182,959  
Net assets available for benefits
  $ 70,960,883     $ 56,412,537  
 
 
 
The accompanying notes are an integral part of these financial statements.
 
 
4

 
 
     
       
Statement of Changes in Net Assets Available for Benefits
     
       
       
       
Year Ended December 31, 2009
     
       
Additions to net assets attributed to
     
Investment income
     
Net appreciation in fair value of investments
  $ 7,520,934  
Interest and dividends
    1,065,130  
      8,586,064  
Contributions
       
Participant
    7,253,393  
Employer
    3,447,572  
Rollover
    76,667  
      10,777,632  
Total additions
    19,363,696  
Deductions from net assets attributed to
       
Benefits paid to participants
    4,651,546  
Administrative fees
    98,810  
Total deductions
    4,750,356  
Transfers between retirement plans, net
    (64,994 )
Net change
    14,548,346  
Net assets available for benefits
       
Beginning of year
    56,412,537  
End of year
  $ 70,960,883  
 
 
The accompanying notes are an integral part of these financial statements.
 
5

 
Smithfield Foods, Inc. Bargaining 401(k) Plan

Notes to Financial Statements
 

December 31, 2009 and 2008


1.
Description of Plan
 
The following description of the Smithfield Foods, Inc. Bargaining 401(k) Plan (Plan) provides only general information.  Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

General

The Plan is a defined contribution plan established by Smithfield Foods, Inc. (Smithfield).  The Plan is for the benefit of eligible bargained employees of Smithfield and affiliated employers that have adopted the Plan (collectively Company).  Eligibility requirements for 401(k) and matching contributions are 90 days of service and attainment of age 18.  Eligibility for discretionary profit sharing contributions varies based on the related bargaining agreement of the adopting affiliated employer.  The Plan is subject to the provisions of the Employee Retirement Income Security Act (ERISA).

Contributions

Each year, participants may contribute 1 to 50 percent of pre-tax annual compensation, as defined in the Plan.  Participants may also contribute amounts representing distributions from other qualified plans and certain individual retirement accounts.  The Company matching contribution varies based on the related bargaining agreement of the adopting affiliated employers.  The Company may make a profit sharing contribution at the discretion of Smithfield’s board of directors.  Participants direct the investment of all contributions into various investment options offered by the Plan.  Contributions are subject to certain limitations.

Participant Accounts

Each participant’s account is credited with the participant’s contribution and allocations of (a) the Company’s contribution and (b) Plan earnings and charged with an allocation of administrative expenses.  Allocations are based on participant earnings or account balances, as defined in the Plan.  The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Vesting

Participants are immediately vested in their contributions plus actual earnings thereon.  Vesting in the Company contribution portion of their accounts is based on years of service, as defined, and may vary based on the collective bargaining agreement.

6

    
Participant Loans

Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50 percent of their vested account balance.  Loan terms extend to five years for general purpose loans and to ten years for the purchase of a home.  The loans are secured by the balance in the participant’s account and bear interest at rates that range from 5.0 percent to 10.5 percent, which are commensurate with local prevailing rates as determined by the Plan administrator.  Principal and interest are paid ratably through payroll deductions.

Payment of Benefits

Generally, on termination of service a participant may elect to receive the value of the participant’s vested interest in his or her account as a lump sum distribution.

Forfeitures

As of December 31, 2009 and 2008, forfeited nonvested accounts totaled $97,544 and $57,049, respectively.  These accounts will be used to reduce Company contributions and pay Plan expenses.  No forfeitures were used to reduce Company contributions in 2009.


2.
Summary of Accounting Policies
 
Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits, and changes therein.  Actual results could differ from those estimates and assumptions.

Investment Contracts

In accordance with current accounting standards, investment contracts held by a defined contribution plan are required to be reported at fair value.  However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan.  As required by the standard, the statements of net assets available for benefits present the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value.  The statement of changes in net assets available for benefits is prepared on a contract value basis.

Investment Valuation and Income Recognition

The Plan’s investments are stated at fair value.  Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 5 for discussion of fair value measurements.


Purchases and sales of securities are recorded on a trade-date basis.  Interest income on participant loans is recorded when received.  Other interest income is recorded on the accrual basis.  Dividends are recorded on the ex-dividend date. Net appreciation includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
 

 
7

 

 
Payment of Benefits

Benefits are recorded when paid.

Operating Expenses

Certain expenses of maintaining the Plan are paid by the Company. Expenses relating to specific participant transactions, such as participant loans, are charged directly to the participant’s account.


3.
Investments

The following presents investments that represent 5 percent or more of the Plan’s net assets.
 
   
December 31,
 
   
2009
   
2008
 
             
Smithfield Stable Value Fund – contract value, 2,174,165 and 2,123,893 units, respectively
  $ 26,062,852     $ 24,625,412  
PIMCO Total Return, 437,577 and 366,713 shares, respectively
    4,725,831       3,718,468  
Wells Fargo Advantage Small Cap Value Z Fund, 165,774 and 161,985 shares, respectively
    4,547,191       2,940,028  
Wells Fargo Collective S&P Index Fund, 84,224 and 85,942 units, respectively
    4,357,770       3,507,292  
Wells Fargo Advantage DJ Target 2020 Fund, 284,305 shares
    3,610,667       *  
 
* Investment does not represent 5 percent of net assets available for benefits at the end of the year.
 
During 2009, the Plan’s investments (including gains and losses on investments purchased and sold, as well as held during the year) appreciated in value as follows:
 
Mutual funds
  $ 5,456,301  
Common/collective trusts
    1,742,079  
Group variable annuity
    81,462  
Common stock
    241,092  
    $ 7,520,934  

 
4.
Investment Contract with Insurance Company
 
In 2005, the Plan entered into a benefit-responsive investment contract with Principal Life Insurance Company (Principal).  Principal maintains the contributions in a general account.  The account is credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses.  The guaranteed investment contract issuer is contractually obligated to repay the principal and a specified interest rate that is guaranteed to the Plan.  The contract is included as part of the Smithfield Stable Value Fund.
 
 
8

 

As described in Note 2, because the guaranteed investment contract is fully benefit-responsive, contract value is the relevant measurement attribute for that portion of the net assets available for benefits attributable to the guaranteed investment contract.  Contract value, as reported to the Plan by Principal, represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses.  Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value.

There are no reserves against contract value for credit risk of the contract issuer or otherwise.  The crediting interest rate is 3.14%.

Certain events limit the ability of the Plan to transact at contract value with the issuer.  Such events include the following: (1) amendments to the Plan documents (including complete or partial Plan termination or merger with another plan), (2) changes to Plan’s prohibition on competing investment options or deletion of equity wash provisions, or (3) bankruptcy of the Plan sponsor or other Plan sponsor event (for example, divestitures or spin-offs of a subsidiary) that cause a significant withdrawal from the Plan.  The Plan administrator does not believe that the occurrence of any such value event, which would limit the Plan’s ability to transact at contract value with participants, is probable.

The guaranteed investment contract does not permit the insurance company to terminate the agreement prior to the scheduled maturity date. The contract matured on December 31, 2009.

The following summarizes the relevant information regarding the Smithfield Stable Value Fund:
 
December 31, 2009
 
Major Credit Ratings
   
Investments at Fair Value
 
Adjustment to Contract Value
 
               
Principal guaranteed interest contract
 
 
Moody’s/S & P
Aa3/A+
    $ 977,494     $ -  
Wells Fargo Stable Value Fund G
    N/A       25,125,260       (39,902 )
            $ 26,102,754     $ (39,902 )
 
December 31, 2008
 
Major Credit Ratings
   
Investments at Fair Value
   
Adjustment to Contract Value
 
                   
Principal guaranteed interest contract
 
 
Moody’s/S & P
Aa3/A+
    $ 2,084,869     $ (12,344 )
Wells Fargo Stable Value Fund G
   
N/A
      21,357,584       1,195,303  
            $ 23,442,453     $ 1,182,959  

 
   
2009
   
2008
 
Average yields:
           
Based on actual earnings
    3.39 %     5.09 %
Based on interest rate credited to participants
    3.31 %     4.00 %
 
 
 
9

 



5.  
  Fair Value Measurements
 
Financial Accounting Standards Board Accounting Standards Codification No. 820 (formerly Statement No. 157, Fair Value Measurements), establishes a framework for measuring fair value.  That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements).  The three levels of the fair value hierarchy under the standard are described below:
 
 
Level 1
Inputs to the valuation methodology are unadjusted quoted market prices for identical assets or liabilities in active markets that the Plan has the ability to access.

 
Level 2
Inputs to the valuation methodology include:

·  
Quoted prices for similar assets or liabilities in active markets;
·  
Quoted prices for identical or similar assets or liabilities in inactive markets;
·  
Inputs other than quoted prices that are observable for the asset or liability;
·  
Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

 
Level 3
Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The asset’s or liability’s fair value measurement within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

Following is a description of the valuation methodologies used for assets measured at fair value.  There have been no changes in the methodologies used at December 31, 2009 and 2008.

Common stocks: Valued at the closing price reported on the active market on which the individual securities are traded.

Mutual funds: Valued at the net asset value (NAV) of shares held by the Plan at year end.

Collective trusts: Valued at the closing NAV (or unit value) of the units held by the Plan at year end based on information reported by the investment advisor using the audited financial statements of the collective trust at year end.

Guaranteed investment contracts: Valued at fair value by discounting the related cash flows based on current yields of similar instruments with comparable durations considering the creditworthiness of the issuer.

 
10

 
 
Participant loans: Valued at amortized cost, which approximates fair value.

The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.  Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The following sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2009 and 2008:

   
Assets at Fair Value as of December 31, 2009
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
                         
Mutual funds:
                       
     Target date
  $ 13,879,245     $ -     $ -     $ 13,879,245  
     Bond
    7,762,509       -       -       7,762,509  
     Small cap
    4,547,191       -       -       4,547,191  
     Mid cap
    2,731,554       -       -       2,731,554  
     Large cap
    2,387,765       -       -       2,387,765  
     International
    2,126,594       -       -       2,126,594  
Total mutual funds
    33,434,858       -       -       33,434,858  
                                 
Smithfield Foods, Inc. common stock
    1,274,775       -       -       1,274,775  
Collective trusts
    -       29,488,159       -       29,488,159  
Guaranteed investment contracts
    -       -       1,512,133       1,512,133  
Participant loans
    -       -       3,954,090       3,954,090  
Total assets at fair value
  $ 34,709,633     $ 29,488,159     $ 5,466,223     $ 69,664,015  
 
   
Assets at Fair Value as of December 31, 2008
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
                         
Mutual funds
                       
     Target date
  $ 8,995,002     $ -     $ -     $ 8,995,002  
     Bond
    6,154,545       -       -       6,154,545  
     Small cap
    2,940,028       -       -       2,940,028  
     Large cap
    1,695,723       -       -       1,695,723  
     Mid cap
    1,594,823       -       -       1,594,823  
     International
    1,402,394       -       -       1,402,394  
Total mutual funds
    22,782,515       -       -       22,782,515  
                                 
Smithfield Foods, Inc. common stock
    946,827       -       -       946,827  
Collective trusts
    -       24,939,157       -       24,939,157  
Guaranteed investment contracts
    -       -       2,471,787       2,471,787  
Participant loans
    -       -       3,529,990       3,529,990  
Total assets at fair value
  $ 23,729,342     $ 24,939,157     $ 6,001,777     $ 54,670,276  
 
 
 
11

 
 
Level 3 Gains and Losses
 
The table below sets forth a summary of changes in the fair value of the Plan’s level 3 assets for 2009.

   
Participant
Loans
   
Guaranteed Investment Contracts
 
             
Balance – beginning of year
  $ 3,529,990     $ 2,471,787  
Unrealized gains
    -       69,161  
Interest credited
    -       29,679  
Issuances and settlements, net
    424,100       (1,058,494 )
Balance – end of year
  $ 3,954,090     $ 1,512,133  
 
6.
Related Party Transactions
 
The Plan invests in certain funds managed by Wells Fargo, N.A.  Wells Fargo, N.A. is the trustee of the Plan.  The Plan also invests in Smithfield Foods, Inc. common stock.  Administrative fees paid to Wells Fargo, N.A.  by the plan amounted to $98,810 for 2009. At December 31, 2009 and 2008, the Plan held 83,922 shares and 67,274 shares, respectively, of Smithfield Foods, Inc. common stock.  As described in Note 4, the Plan invests in the Smithfield Stable Value Fund.

7.
Tax Status
 
The Internal Revenue Service has determined and informed the Company by letter dated October 23, 2008 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The determination letter is subject to adoption of proposed amendments included in the September 23, 2008 application for determination. Although the Plan has been amended since receiving the determination letter, the Plan administrator and the Plan’s tax counsel believe that the Plan is designed and is currently operated in compliance with the applicable requirements of the IRC.
 
8.
  Transfer of Assets
 
In October 2008, the Company completed the sale of Smithfield Beef, Inc. to JBS S.A. As a result, assets amounting to $6,245 were transferred to JBS 401(k) Savings Plan for Union Employees in 2009.

Transfers of assets between plans also occur if a change in the employment status of an employee, who participates in a Smithfield-sponsored retirement plan, causes the employee to change plans due to eligibility requirements. Transfer activity for the year ended December 31, 2009 was as follows:
 
Assets transferred from the Plan to John Morrell & Co. Salaried Employees Incentive Savings Plan, net
  $ (163,377 )
Assets transferred to the Plan from Smithfield Foods, Inc. 401(k) Plan, net
    104,628  
    $ (58,749 )
 
 
12

 
9.
Plan Termination
 
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.  In the event of Plan termination, participants would become 100 percent vested in their employer contributions.


10.
Risks and Uncertainties
 
The Plan invests in various investment securities.  Investment securities are exposed to various risks such as interest rate, market, and credit risks.  Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.



* * * * *

 
13

 
 
                Supplemental Schedule
     
                   
Schedule of Assets (Held at End of Year)
     
Schedule H, Line 4i
             
                   
EIN 52-0845861 Plan 004
     
                   
                   
                   
December 31, 2009
       
                   
Identity of issue,
 
Description of investment
     
borrower, lessor
 
including maturity date, rate of interest,
 
Current
 
or similar party
 
collateral, par, or maturity value
 
value
 
                   
  *  
Smithfield Foods, Inc.
    2,174,165  
units of Smithfield Stable Value Fund - contract value
  $ 26,062,852  
     
PIMCO
    437,577  
shares of Pimco Total Return Fund
    4,725,831  
  *  
Wells Fargo
    165,774  
shares of Advantage Small Cap Value Z Fund
    4,547,191  
  *  
Wells Fargo
    84,224  
units of Collective S&P Index Fund
    4,357,770  
  *  
Wells Fargo
    284,305  
shares of Advantage DJ Target 2020 Fund
    3,610,667  
  *  
Wells Fargo
    264,873  
shares of Advantage DJ Target 2030 Fund
    3,400,968  
  *  
Wells Fargo
    284,867  
shares of Advantage Government Securities Fund
    3,036,678  
  *  
Wells Fargo
    248,993  
shares of Advantage DJ Target 2010 Fund
    3,000,360  
     
American Funds
    56,378  
shares of Europacific Growth Fund R4
    2,126,594  
  *  
Wells Fargo
    126,036  
shares of Advantage DJ Target 2040 Fund
    1,756,942  
  *  
Wells Fargo
    163,709  
shares of Advantage DJ Target Today
    1,661,647  
     
Riversource
    223,585  
shares of Mid-Cap Value Fund R4
    1,448,828  
     
Columbia
    54,864  
shares of Acorn Select Z Fund
    1,282,726  
  *  
Smithfield Foods, Inc.
    83,922  
shares of Smithfield Foods, Inc. common stock
    1,274,775  
     
Davis
    26,190  
shares of NY Venture (A)
    811,378  
  *  
Wells Fargo
    57,379  
shares of Advantage Capital Growth Fund
    803,877  
     
MFS
    37,194  
shares of Value Fund
    772,510  
     
Clearcourse
    61,878  
units of Group Variable Annuity
    534,639  
  *  
Wells Fargo
    54,983  
shares of Advantage DJ Target 2050 Fund
    448,661  
  *  
Wells Fargo
    5,129  
shares of Short Term Investment Fund G
    5,129  
  *  
Participant loans
 
Maturing through May 2019, interest rates ranging from 5% to 10.50%, secured by participant accounts
    3,954,090  
                    $ 69,624,113  
 
MFS -  Massachusetts Financial Services
 
* - Identified as a party-in-interest
 
See report of independent registered public accounting firm.
 
 
14

 

SIGNATURES

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. 

  SMITHFIELD FOODS, INC. BARGAINING 401(k) PLAN
 
(Smithfield Foods, Inc. as Plan Administrator)
     
     
     
Date: June 29, 2010
/s/ Michael H. Cole
 
 
Michael H. Cole
 
Vice President, Chief Legal Officer and Secretary



 
15

 

 
EXHIBIT INDEX


Exhibit 23
Consent of Independent Registered Public Accounting Firm


 
16