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Item 5. Market for Registrant’s Common Equity

2015-03-25 compared with 2013-06-18 · 61 added, 55 removed, 40 unchanged (74% of the section changed)

1 unchanged sentence

MARKET INFORMATION

Our common stock trades on the New York Stock Exchange under the symbol “SFD”.

The following table shows the high and low sales price of our common stock for each quarter of fiscal 2013 and fiscal 2012 .

First quarter

Second quarter

Third quarter

Fourth quarter

As of June 11, 2013 there were approximately 833 record holders of our common stock.

We have never paid a cash dividend on our common stock.

In addition, the terms of certain of our debt agreements limit the payment of any cash dividends on our common stock.

We would only pay cash dividends from assets legally available for that purpose, and payment of cash dividends would depend on our financial condition, results of operations, current and anticipated capital requirements, restrictions under then existing debt instruments and other factors then deemed relevant by the board of directors.

Under the Merger Agreement described in "Part I—Item 1.

Business—Merger Agreement," we are prohibited from paying any dividend or other distribution on our common stock prior to the completion of the Merger.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Issuer Purchases of Equity Securities

Total Number of Shares Purchased

Average Price Paid per Share

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)

January 28, 2013 to February 27, 2013

February 28, 2013 to March 27, 2013

March 28, 2013 to April 28, 2013

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On June 16, 2011, we announced that our board of directors had approved a share repurchase program authorizing the Company to buy up to $150,000,000 of its common stock.

In September 2011, our board of directors approved a $100,000,000 increase to the authorized amount.

In June 2012 and July 2012, our board of directors approved an increase in the authorized amount of $250,000,000 and $100,000,000, respectively.

This share repurchase program expires on June 13, 2014.

The Merger Agreement discussed in "Part I—Item 1.

Business—Merger Agreement" generally prohibits the Company from repurchasing any of its shares prior to the completion of the Merger.

Purchases of 12,322 shares were made in open market transactions by Wells Fargo, as trustee, and these 12,322 shares are held in a rabbi trust for the benefit of participants in the Smithfield Foods, Inc.

2008 Incentive Compensation Plan director fee deferral program.

The 2008 Incentive Compensation Plan was approved by our shareholders on August 27, 2008.

Prior to the Merger, our common stock was listed on the New York Stock Exchange under the symbol "SFD." As a result of the Merger, our common stock ceased to be traded on the New York Stock Exchange after close of market on September 26, 2013.

Smithfield Foods, Inc.

is wholly owned by a subsidiary of WH Group.

We have never paid a cash divided on our common stock.

Subject to the limitations in certain of our debt agreements, we expect to pay dividends to WH Group starting in 2016 based on a certain percentage of our net income.

The terms of certain of our debt agreements limit the payment of cash dividends on our common stock.

We would only pay cash dividends from assets legally available for that purpose.

SELECTED FINANCIAL DATA

The following table shows selected consolidated financial data and other operational data for the fiscal years indicated.

The financial data was derived from our audited consolidated financial statements.

On September 26, 2013, we were acquired by an indirect subsidiary of WH Group in a merger transaction accounted for as a business combination.

Unless the context otherwise requires, all references to “Successor” refer to Smithfield Foods, Inc.

and all its subsidiaries for the period subsequent to the Merger.

All references to “Predecessor” refer to Smithfield Foods, Inc.

and all its subsidiaries for all periods prior to the Merger.

In addition, the Merger was accounted for under the acquisition method of accounting, which resulted in purchase price allocations that affect the comparability of results of operations for periods before and after the Merger.

The following table shows selected consolidated financial data and other operational data for each of the periods indicated.

This financial data has been derived from our audited consolidated financial statements.

The financial data for the eight months ended December 29, 2013 ( the Transition Period ) have been derived from our audited consolidated financial statements, but have not been audited.

You should read the information in conjunction with “Item 8.

1 unchanged sentence

Management’s Discussion and Analysis of Financial Condition and Results of Operations."

(in millions, except per share data)

As a result of the Merger, all outstanding common stock of the Company during the Predecessor period was retired and all of the outstanding shares of Merger Sub were converted to 1,000 shares of common stock of the Company, no par value, and such shares are owned by a wholly owned subsidiary of WH Group.

There are no other shares of stock outstanding in the Company;

therefore we have not reported earnings per share.

Twelve Months Ended

December 28, 2014

September 27 - December 29, 2013

April 29 - September 26, 2013

April 28, 2013

April 29, 2012

(in millions)

Statement of Income Data:

2 unchanged sentences

Gain on fire insurance recovery

Merger related costs

(Income) loss from equity method investments

Operating profit (loss)

Operating profit

Interest expense

Other loss (income)

Income (loss) from continuing operations before income taxes

Non-operating (gain) loss

Income (loss) from before income taxes

Income tax expense (benefit)

Income (loss) from continuing operations

Income from discontinued operations, net of tax

Net income (loss)

Net Income (Loss) Per Diluted Share:

Continuing operations

Discontinued operations

Net income (loss) per diluted common share

Weighted average diluted shares outstanding

December 28, 2014

December 29, 2013

April 28, 2013

April 29, 2012

(in millions)

Balance Sheet Data:

1 unchanged sentence

Long-term debt and capital lease obligations

Shareholders’ equity

Shareholder's equity

Twelve Months Ended

December 28, 2014

The Transition Period

April 28, 2013

April 29, 2012

(in millions)

Other Consolidated Operational Data:

4 unchanged sentences

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Comprised of Pork segment and International segment.

Comprised of Hog Production segment and International segment and includes intercompany hog sales.

Comprised of Fresh Pork and International.

Comprised of Packaged Meats and International.

Comprised of Hog Production and International and includes intercompany hog sales.

Notes to Selected Financial Data:

Twelve Months Ended December 28, 2014

Three Months Ended December 29, 2013

Includes $23.9 million of professional fees related to the Merger.

Includes $17.3 million of debt issuance costs for a financing arrangement entered into by Merger Sub.

We recognized these costs in interest expense upon termination of the financing arrangement following the Merger.

Five Months Ended September 26, 2013

Includes $18.0 million of professional fees related to the Merger.

Twelve Months Ended April 28, 2013

Includes losses of $120.7 million on debt extinguishment.

Twelve Months Ended April 29, 2012

Includes our share of charges related to the CFG Consolidation Plan , as defined in "Item 7.

5 unchanged sentences

Includes $3.1 million of charges related to our plan to improve the cost structure and profitability of our domestic hog production operations (the Cost Savings Initiative).

Twelve Months Ended May 1, 2011

Includes an involuntary conversion gain on fire insurance recovery of $120.6 million .

3 unchanged sentences

Includes net gains of $18.7 million on the sale of hog farms.

Twelve Months Ended May 2, 2010

Includes $34.1 million of impairment charges related to certain hog farms.

Includes restructuring and impairment charges totaling $17.3 million related to our plan to consolidate and streamline the corporate structure and manufacturing operations of our Pork segment (the Restructuring Plan).

Includes $13.1 million of impairment and severance costs primarily related to the Sioux City plant closure.

Includes $11.0 million of charges for the write-off of amendment fees and costs associated with the U.S.

Credit Facility and the Euro Credit Facility.

Includes $11.0 million of charges for the write-off of amendment fees and costs associated with our U.S.

and European credit facilities.

Includes $9.1 million of charges related to the Cost Savings Initiative.

Fiscal 2009 was a 53 week year.

Includes a pre-tax write-down of assets and other restructuring charges totaling $88.2 million related to the Restructuring Plan.

Includes a $56.0 million pre-tax gain on the sale of Groupe Smithfield.

Includes a $54.3 million gain on the sale of Smithfield Beef, Inc., net of tax of $45.4 million (discontinued operations).

Includes charges related to inventory write-downs totaling $25.8 million .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity