SEC Comment Letter for SMITHFIELD FOODS INC (SFD) (CIK 0000091388) (SFD) — Jan 26, 2009
SMITHFIELD FOODS INC (SFD) (CIK 0000091388)
Date: Jan. 26, 2009 · CIK: 0000091388 · Accession: 0000000000-09-003811
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-15321
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 3561 January 26, 2009 C. Larry Pope President and Chief Executive Officer Smithfield Foods, Inc. 200 Commerce Street Smithfield, VA 23430 Re: Smithfield Foods, Inc. Form 10-K for the fiscal year ended April 27, 2008 Filed June 26, 2008 Definitive Proxy Statement on Schedule 14A Filed July 25, 2008 File No. 001-15321
Dear Mr. Pope: We have reviewed your filing and have the following comments. Unless otherwise indicated, we think you should revi se your document in future filings in response to these comments. If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Af ter reviewing this information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Please respond to confirm that such comments will be complied with, or, if certain of the comments are deemed inappropr iate, advise the staff of your reason. Your response should be submitted in electronic form, under the label “corresp” with a copy to the staff. Please respond w ithin ten (10) business days.
C. Larry Pope Smithfield Foods, Inc. January 26, 2009 Page 2
Form 10-K
Item 1A. Risk Factors, page 16 1. In future filings, please remove the references in your first paragraph that you discuss some, but not all of the key risk factors affecting your business or revise to clarify that you have discussed all known material risks.
Definitive Proxy Statement on Schedule 14A
Annual Incentive Cash Payments, page 23 2. We note that your executive officers are eligible to receiv e performance-based cash bonuses based on a multi-tiered structure. In future filings, please provide quantitative disclosure regarding the targets actually reached based on company-wide and group profits for each named executive officer. To the extent you believe that disclosure of the targets is not required because it would result in competitive harm such that the targets could be excluded under Instruction 4 to Item 402(b) of Regulation S-K, please provide us with a detailed explanation for such conclusion. Please also note that to the exte nt that you have an appropriate basis for omitting the specific targets, you must discuss how difficult it would be for the named executive officers or how likely it will be for you to achieve the undisclosed target levels or other factors. Ge neral statements regarding the level of difficulty, or ease, associated w ith achieving performance goals either corporately or individually are not sufficient.
* * * * * We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated
C. Larry Pope Smithfield Foods, Inc. January 26, 2009 Page 3
by the Commission or any person under the federal securities laws of the United States. In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. If you have any questions regarding these comments, you may contact Michelle Lacko at (202) 551-3240. If you need further assistance , you may contact me at (202) 551-3750. R e g a r d s , M a x A . W e b b A s s i s t a n t D i r e c t o r
cc: Fax: (757) 357-8165
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 3561 January 26, 2009 C. Larry Pope President and Chief Executive Officer Smithfield Foods, Inc. 200 Commerce Street Smithfield, VA 23430 Re: Smithfield Foods, Inc. Form 10-K for the fiscal year ended April 27, 2008 Filed June 26, 2008 Definitive Proxy Statement on Schedule 14A Filed July 25, 2008 File No. 001-15321 Dear Mr. Pope: We have reviewed your filing and have the following comments. Unless otherwise indicated, we think you should revi se your document in future filings in response to these comments. If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Af ter reviewing this information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Please respond to confirm that such comments will be complied with, or, if certain of the comments are deemed inappropr iate, advise the staff of your reason. Your response should be submitted in electronic form, under the label “corresp” with a copy to the staff. Please respond w ithin ten (10) business days. C. Larry Pope Smithfield Foods, Inc. January 26, 2009 Page 2 Form 10-K Item 1A. Risk Factors, page 16 1. In future filings, please remove the references in your first paragraph that you discuss some, but not all of the key risk factors affecting your business or revise to clarify that you have discussed all known material risks. Definitive Proxy Statement on Schedule 14A Annual Incentive Cash Payments, page 23 2. We note that your executive officers are eligible to receiv e performance-based cash bonuses based on a multi-tiered structure. In future filings, please provide quantitative disclosure regarding the targets actually reached based on company-wide and group profits for each named executive officer. To the extent you believe that disclosure of the targets is not required because it would result in competitive harm such that the targets could be excluded under Instruction 4 to Item 402(b) of Regulation S-K, please provide us with a detailed explanation for such conclusion. Please also note that to the exte nt that you have an appropriate basis for omitting the specific targets, you must discuss how difficult it would be for the named executive officers or how likely it will be for you to achieve the undisclosed target levels or other factors. Ge neral statements regarding the level of difficulty, or ease, associated w ith achieving performance goals either corporately or individually are not sufficient. * * * * * We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated C. Larry Pope Smithfield Foods, Inc. January 26, 2009 Page 3 by the Commission or any person under the federal securities laws of the United States. In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. If you have any questions regarding these comments, you may contact Michelle Lacko at (202) 551-3240. If you need further assistance , you may contact me at (202) 551-3750. R e g a r d s , M a x A . W e b b A s s i s t a n t D i r e c t o r cc: Fax: (757) 357-8165