11-K 1 d11k.htm FORM 11-K Form 11-K
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 11-K

 


 

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2004

 

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:

 

John Morrell & Co. Salaried Employees Incentive Savings 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

 



Table of Contents

John Morrell & Co. Salaried

Employees Incentive Savings Plan

 

Contents

 

     Page

Report of Independent Registered Public Accounting Firm

   3

Financial Statements

    

Statements of Net Assets Available for Benefits as of December 31, 2004 and December 31, 2003

   4

Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2004

   5

Notes to Financial Statements

   6 -9

Supplemental Schedule

    

Schedule of Assets (Held at End of Year)

   10

 

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Report of Independent Registered Public Accounting Firm

 

Plan Administrator

John Morrell & Co. Salaried Employees Incentive Savings Plan

 

We have audited the accompanying statements of net assets available for benefits of John Morrell & Co. Salaried Employees Incentive Savings Plan as of December 31, 2004 and 2003, and the related statement of changes in net assets available for benefits for the year ended December 31, 2004. These financial statements and supplemental schedule 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 auditing 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, 2004 and 2003, and the changes in net assets available for benefits for the year ended December 31, 2004 in conformity with accounting principles generally accepted in the United States of America.

 

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. This 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, are 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 3, 2005

 

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John Morrell & Co. Salaried Employees Incentive Savings Plan

 

Statements of Net Assets Available for Benefits

 

December 31,


   2004

   2003

Investments

   $ 60,034,411    $ 55,071,364
    

  

Receivables

             

Participant contributions

     5,328      7,142

Employer contribution

     2,033      2,723

Interest and dividends

     18,587      13,962
    

  

Total receivables

     25,948      23,827
    

  

Cash

     1,044      78,478
    

  

Net assets available for benefits

   $ 60,061,403    $ 55,173,669
    

  

 

The accompanying notes are an integral part of these financial statements.

 

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John Morrell & Co. Salaried Employees Incentive Savings Plan

 

Statement of Changes in Net Assets Available for Benefits

 

Year Ended December 31, 2004


    

Additions to net assets attributed to

      

Investment income

      

Net appreciation in fair value of investments

   $ 4,594,212

Interest and dividends

     756,202
    

       5,350,414
    

Contributions

      

Participant

     4,114,931

Employer

     1,184,175

Rollover

     101,098
    

       5,400,204
    

Total additions

     10,750,618
    

Deductions from net assets attributed to

      

Benefits paid to participants

     5,847,974

Administrative expenses

     14,910
    

Total deductions

     5,862,884
    

Net change

     4,887,734

Net assets available for benefits

      

Beginning of year

     55,173,669
    

End of year

   $ 60,061,403
    

 

The accompanying notes are an integral part of these financial statements.

 

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John Morrell & Co. Salaried Employees Incentive Savings Plan

 

Notes to Financial Statements

 

December 31, 2004 and 2003

 

1. Description of Plan

 

The following description of the John Morrell & Co. Salaried Employees Incentive Savings Plan (Plan) provides general information only. 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 John Morrell & Co. (Company), a wholly owned subsidiary of Smithfield Foods, Inc. The Plan is for the benefit of eligible employees of the Company who have completed one year of service and have attained the age of eighteen. The Plan excludes employees of IBFO Springdale governed by the terms of a collective bargaining agreement. The Plan is subject to the provisions of the Employee Retirement Income Security Act (ERISA).

 

Contributions

 

Each year, participants may contribute up to 50 percent of pretax annual compensation, as defined in the Plan. The Company makes a matching contribution of 50 percent of the first 4 percent of compensation contributed by each participant. The Company may make additional matching contributions and/or profit sharing contributions at the option of the board of directors. Participants direct the investment of all contributions into various 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. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

 

Vesting

 

Participants are immediately vested in their accounts.

 

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 balances. Loan terms extend to five years for general purpose loans and to ten years for the purchase of a home. Participants are limited to one outstanding loan

 

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at any point in time. The loans are secured by the balance in the participant’s account and bear interest at one percent above the prime rate at the end of the quarter in which the loan was taken. As of December 31, 2004, interest rates ranged from 5 to 12 percent.

 

Payment of Benefits

 

On termination of service a participant may elect to receive the value of his or her account as a lump sum distribution.

 

2. Summary of Accounting Policies

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

 

Investment Valuation and Income Recognition

 

The Plan’s investments are primarily stated at fair value as determined by quoted market prices. Participant loans are valued at cost, which approximates fair value.

 

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

 

Payment of Benefits

 

Benefits are recorded when paid.

 

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3. Investments

 

The following presents investments that represent 5 percent or more of the Plan’s net assets.

 

     December 31,

     2004

   2003

Firstar Institutional Investors Stable Asset Fund, 488,446 and 518,029 units, respectively

   $ 13,442,049    $ 13,675,972

Fidelity Contrafund, 109,937 and 126,839 shares, respectively

     6,237,809      6,259,517

Janus Worldwide Fund, 70,478 shares

     *      2,786,709

Strong Government Securities Fund, 455,785 and 473,210 shares, respectively

     4,895,136      5,148,522

Vanguard 500 Index Fund, 84,697 and 84,460 shares, respectively

     9,455,529      8,671,497

Wasatch Core Growth Fund, 124,215 and 108,937 shares, respectively

     5,369,811      4,021,942

Smithfield Foods, Inc. common stock, 111,954 shares

     3,312,719      *

 

* Investment does not represent 5 percent of net assets available for benefits.

 

During 2004, the Plan’s investments (including gains and losses on investments purchased and sold, as well as held during the year) appreciated in value by $4,594,212 as follows:

 

Mutual funds

   $ 3,163,562

Common collective trust

     560,738

Common stock

     869,912
    

     $ 4,594,212
    

 

4. Related Party Transactions

 

The Plan invests in certain funds managed by the Trustee or its affiliate, Smithfield Foods, Inc. common stock, and in participant directed brokerage accounts through the Trustee. As of December 31, 2004 and 2003, the Plan held 111,954 and 91,016 shares, respectively, of Smithfield Foods, Inc.

 

5. Tax Status

 

The Internal Revenue Service has determined and informed the Company by letter dated June 18, 2004, that the plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC).

 

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6. 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.

 

7. 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 statement of net assets available for benefits

 

* * * * *

 

 

 

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Supplemental Schedule

 

John Morrell & Co. Salaried Employees Incentive Savings Plan

 

Schedule of Assets (Held at end of Year)

Schedule H, Line 4i

 

EIN 36-2332471 Plan 003

 

December 31, 2004

 

Identity of issue,

borrower, lessor

or similar party


  

Description of investment

including maturity date, rate of interest,

collateral, par, or maturity value


   Current value

*

 

Schwab

   425    shares of Stock Liquidity Fund    $ 425
   

Firstar

   488,446    units of Institutional Investors Stable Asset Fund      13,442,049
   

Barclay’s

   73,604    shares of Global Investors Asset Allocation Fund      937,721
   

Fidelity

   109,937    shares of Contrafund      6,237,809
   

Invesco

   80,875    shares of Technology Fund      2,057,465
   

Invesco

   60,863    shares of Total Return Fund      1,491,149
   

Janus

   68,406    shares of Worldwide Fund      2,832,700
   

PBHG

   60,213    shares of Growth Fund      1,154,893
   

Safeco

   57,328    shares of Growth Opportunities Fund      1,685,430

*

 

Schwab

   74,358    shares of S & P 500 Index Fund      1,385,291
   

Strong

   170,546    shares of Blue Chip Investment Fund      2,136,941
   

Strong

   455,785    shares of Government Securities Fund      4,895,136
   

Vanguard

   84,697    shares 500 Index Fund      9,455,529
   

Wasatch

   124,215    shares of Core Growth Fund      5,369,811

*

 

Smithfield Foods, Inc.

   111,954    shares of common stock      3,312,719

*

 

Schwab

        Personal Choice Retirement Account (self-direct brokerage accounts)      2,259,247

*

 

Participant loans

       

Maturing through 2008, interest rates ranging from 5% to 12.00%, collateralized by participant accounts

     1,380,096
                  

                   $ 60,034,411
                  

 

* - Identified as a party-in-interest

 

See report of independent registered public accounting firm.

 

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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.

 

   

JOHN MORRELL & CO.

   

SALARIED EMPLOYEES INCENTIVE

   

SAVINGS PLAN

   

Smithfield Foods, Inc.

   

(as Plan Administrator)

Date: June 28, 2005

 

By:

 

/s/ Daniel G. Stevens


       

Daniel G. Stevens

       

Vice President and Chief Financial Officer

 

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Exhibit Index

 

Exhibit
Number


 

Description


23   Consent of Independent Registered Public Accounting Firm

 

12