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Item 9A. Controls and Procedures

2016-03-29 compared with 2015-03-25 · 46 added, 53 removed, 125 unchanged (44% of the section changed)

1 unchanged sentence

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the participation of management, including the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO), regarding the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended) as of December 28, 2014 .

Based on that evaluation, management, including the CEO and CFO, has concluded that our disclosure controls and procedures were effective as of December 28, 2014 .

Based on that evaluation, management, including the CEO and CFO, has concluded that our disclosure controls and procedures were effective as of January 3, 2016 .

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 28, 2014 .

Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 3, 2016 .

In making this assessment, we used criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013 framework).

Based on this evaluation under the framework in Internal Control – Integrated Framework issued by COSO, management concluded that our internal control over financial reporting was effective as of December 28, 2014 .

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

In the quarter ended December 28, 2014 , there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In the quarter ended January 3, 2016 , there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

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Information required by this Item regarding our executive officers is included in Part I of this report on Form 10-K.

The information required by this Item will be contained in a Form 10-K/A to be filed with the SEC, which is expected to be filed not later than 120 days after the end of our twelve month period ended December 28, 2014.

EXECUTIVE COMPENSATION

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

PRINCIPAL ACCOUNTING FEES AND SERVICES

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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Financial Statements:

Consolidated Statements of Income - for the twelve months ended December 28, 2014 ( Successor );

Consolidated Statements of Income - for the twelve months ended January 3, 2016 ( Successor );

for the twelve months ended December 28, 2014 ( Successor );

September 27, 2013 to December 29, 2013 ( Successor );

April 29, 2013 to September 26, 2013 ( Predecessor ) and for the twelve months ended April 28, 2013 and April 29, 2012 ( Predecessor )

Consolidated Statements of Comprehensive Income - for the twelve months ended December 28, 2014 ( Successor );

April 29, 2013 to September 26, 2013 ( Predecessor ) and for the twelve months ended April 28, 2013 ( Predecessor )

Consolidated Statements of Comprehensive Income - for the twelve months ended January 3, 2016 ( Successor );

for the twelve months ended December 28, 2014 ( Successor );

September 27, 2013 to December 29, 2013 ( Successor );

April 29, 2013 to September 26, 2013 ( Predecessor ) and for the twelve months ended April 28, 2013 and April 29, 2012 ( Predecessor )

Consolidated Balance Sheets as of December 28, 2014 and December 29, 2013

Consolidated Statements of Cash Flows - for the twelve months ended December 28, 2014 ( Successor );

April 29, 2013 to September 26, 2013 ( Predecessor ) and for the twelve months ended April 28, 2013 ( Predecessor )

Consolidated Balance Sheets as of January 3, 2016 and December 28, 2014

Consolidated Statements of Cash Flows - for the twelve months ended January 3, 2016 ( Successor );

for the twelve months ended December 28, 2014 ( Successor );

September 27, 2013 to December 29, 2013 ( Successor );

April 29, 2013 to September 26, 2013 ( Predecessor ) and for the twelve months ended April 28, 2013 and April 29, 2012 ( Predecessor )

Consolidated Statements of Shareholder's Equity - for the twelve months ended December 28, 2014 ( Successor );

April 29, 2013 to September 26, 2013 ( Predecessor ) and for the twelve months ended April 28, 2013 ( Predecessor )

Consolidated Statements of Shareholder's Equity - for the twelve months ended January 3, 2016 ( Successor );

for the twelve months ended December 28, 2014 ( Successor );

September 27, 2013 to December 29, 2013 ( Successor );

April 29, 2013 to September 26, 2013 ( Predecessor ) and for the twelve months ended April 28, 2013 and April 29, 2012 ( Predecessor )

April 29, 2013 to September 26, 2013 ( Predecessor ) and for the twelve months ended April 28, 2013 ( Predecessor )

Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements

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Change in Control Executive Severance Plan, dated May 28, 2013 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 4, 2013).

Exhibit 10.2(a)

Amended and Restated Term Loan Agreement, dated as of August 31, 2012, among the Company, certain subsidiaries of the Company that may from time to time be party thereto, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on September 6, 2012).

Exhibit 10.2(b)

First Amendment to Amended and Restated Term Loan Agreement, dated as of January 31, 2013, among the Company, and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as the Lender and the Administrative Agent (incorporated by reference to Exhibit 10.8(b) to the Company’s Annual Report on Form 10-K filed with the SEC on June 18, 2013).

Exhibit 10.2(c)

Consent Letter of Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent and sole Lender, dated July 12, 2013, related to the Amended and Restated Term Loan Agreement, dated as of August 31, 2012 (as amended by that certain First Amendment to Amended and Restated Term Loan Agreement dated as of January 31, 2013), among the Company, certain subsidiaries of the Company that may from time to time be party thereto, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent, and the lenders party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 15, 2013).

Exhibit 10.2(d)

Second Amendment to Amended and Restated Term Loan Agreement, dated as of January 16, 2014, among the Company, and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as the Lender and the Administrative Agent.

(incorporated by reference to Exhibit 10.5(f) to the Company’s Transition Report on Form 10-K filed with the SEC on March 20, 2014).

Second Amended and Restated Term Loan Agreement, dated as of May 6, 2015, among the Company, certain subsidiaries of the Company that may from time to time be party thereto, the lenders from time to time party thereto and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with the SEC on August 12, 2015).

Exhibit 10.3(a)

4 unchanged sentences

Exhibit 10.4(a)

Second Amended and Restated Credit Agreement, dated as of June 9, 2011, among the Company, the subsidiaries of the Company party thereto, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent, the lenders party thereto, and the other agents and arrangers party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 16, 2011).

Third Amended and Restated Credit Agreement, dated as of April 2, 2015, among the Company, the subsidiaries of the Company party thereto, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch , as Administrative Agent, the lenders party thereto, and the other agents and arrangers party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on April 7, 2015).

Exhibit 10.4(b)

First Amendment to Second Amended and Restated Credit Agreement, dated as of January 31, 2013, among the Company, the subsidiaries of the Company party thereto, the banks and other lending institutions party thereto and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent (incorporated by reference to Exhibit 10.11(b) to the Company’s Annual Report on Form 10-K filed with the SEC on June 18, 2013).

Exhibit 10.4(c)

Second Amended and Restated Pledge and Security Agreement, dated as of June 9, 2011, among the Company, the subsidiaries of the Company party thereto and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 16, 2011).

Exhibit 10.4(d)

Increased Commitment Supplement, dated January 31, 2013, among the Company, certain lenders party thereto and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent, relating to the Company’s Second Amended and Restated Credit Agreement, dated June 9, 2011 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 8, 2013).

Exhibit 10.4(e)

Consent and Second Amendment to Second Amended and Restated Credit Agreement, dated as of July 12, 2013, among the Company, the subsidiaries of the Company party thereto, the banks and other lending institutions party thereto and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on July 15, 2013).

Exhibit 10.4(f)

Consent and Third Amendment to Second Amended and Restated Credit Agreement, dated as of January 16, 2014, among the Company, the subsidiaries of the Company party thereto, the banks and other lending institutions party thereto and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent.

(incorporated by reference to Exhibit 10.5(f) to the Company’s Transition Report on Form 10-K filed with the SEC on March 20, 2014).

Exhibit 10.4(g)

Fourth Amendment to Second Amended and Restated Credit Agreement, dated as of March 28, 2014, among the Company, the subsidiaries of the Company party thereto, the banks and other lending institutions party thereto, and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 14, 2014).

Third Amended and Restated Pledge and Security Agreement, dated as of April 2, 2015, among the Company, the subsidiaries of the Company party thereto and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on April 7, 2015).

Exhibit 10.5(a)

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Amendment No.

1 to Second Amended and Restated Receivables Sale Agreement, dated as of December 9, 2014, among the Company, SFFC, Inc., Smithfield Farmland Sales Corp., Premium Pet Health, LLC, Patrick Cudahy, LLC, John Morrell & Co., Smithfield Global Products, Inc., Smithfield Specialty Foods Group, LLC, Armour-Eckrich Meats LLC and Smithfield Receivables Funding LLC.

Exhibit 10.6(a)

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Amendment No.

1 to Second Amended and Restated Credit and Security Agreement, dated as of December 9, 2014, among Smithfield Receivables Funding LLC, the Company, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as the Administrative Agent and Letter of Credit Issuer, and the Lenders and Co-Agents from time to time party thereto.

Exhibit 10.7**

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Letter of Credit Agreement, dated as of July 12, 2013, among the Company and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Issuer (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on July 15, 2013).

Subsidiaries of the Company

Exhibit 10.10

Certification of C.

Larry Pope, President and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Share Purchase Agreement, dated as of June 3, 2015, by and between Smithfield Foods, Inc.

and Alfa S.A.B.

de C.V (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on June 12, 2015).

Subsidiaries of the Company

Exhibit 31.1*

Certification of Kenneth M.

Sullivan, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

The following financial statements from Smithfield Foods, Inc.'s Annual Report on Form 10-K for the year ended December 28, 2014, formatted in XBRL:

Sullivan, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2*

Certification of Glenn T.

Nunziata, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

The following financial statements from Smithfield Foods, Inc.'s Annual Report on Form 10-K for the year ended January 3, 2016, formatted in XBRL:

(i) Consolidated Statements of Income, (i) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, and (v) the Notes to Consolidated Financial Statements.

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S MITHFIELD F OODS , I NC .

/s/ KENNETH M.

President and Chief Executive Officer

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ W AN L ONG

Chairman of the Board and Director

March 29, 2016

/s/ KENNETH M.

President, Chief Executive Officer and Director

March 29, 2016

/s/ K ENNETH M.

Chief Financial Officer

Executive Vice President, Chief Financial Officer

March 29, 2016

(Principal Financial Officer and Principal Accounting Officer)

/s/ J IAO S HUGE

/s/ JIAO SHUGE

March 29, 2016

/s/ Y ANG Z HIJUN

/s/ GORDON LIJUN GUO

March 29, 2016

Gordon Lijun GUO

/s/ HANK SHENGHUA HE

March 29, 2016

Hank Shenghua HE

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 9A. Controls and Procedures