FS 2009

SMITHFIELD FOODS INC
10-K
06/24/2009
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
Virginia 52-0845861
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 Commerce Street 23,430

Smithfield, Virginia
(Address of principal executive offices) (Zip Code)
____________________________
Created by Morningstar Document Research.
http://documentresearch.morningstar.com/
10-K
06/24/2009
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
PART I
ITEM 1. Business
ITEM 1A. Risk Factors
ITEM 1B. Unresolved Staff Comments
ITEM 2. Properties
ITEM 3. Legal Proceedings
ITEM 4. Submission of Matters to a Vote of Security
Holders
Executive Officers of the Registrant
PART II
ITEM 5. Market for Registrant?s Common Equity,
Related Stockholder Matters and Issuer
Purchases of Equity Securities
ITEM 6. Selected Financial Data
ITEM 7. Management?s Discussion and Analysis
of Financial Condition and Results of Operations
ITEM 7A. Quantitative and Qualitative Disclosures
About Market Risk
ITEM 8. Financial Statements and Supplementary
Data
ITEM 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure
ITEM 9A. Controls and Procedures
ITEM 9B. Other Information
PART III
ITEM 10. Directors, Executive Officers and Corporate
Governance
ITEM 11. Executive Compensation
ITEM 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder
Matters
ITEM 13. Certain Relationships and Related Transactions,
and Director Independence
ITEM 14. Principal Accounting Fees and Services
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
Signatures
____________________________
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10-K
06/24/2009
DESCRIPTION OF SEGMENTS
Initial Investment Date Acquisition

Fiscal 2008 Premium Standard Farms, Inc. (PSF)
Fiscal 2007 Armour-Eckrich
____________________________
Description
Vertically integrated hog producer and
pork processor. Producer of mostly fresh
pork products.
Producer of mostly branded packaged meats

products with large market share in hot
dogs, dinner sausages and luncheon meats
based in Naperville, Illinois.
10-K
06/24/2009
Fiscal Years
7/1/1905 6/30/1905 6/29/1905
Packaged meats 59 % 57 % 59 %
Fresh pork 40 41 39
Other products (1) 1 2 2
100 % 100 % 100 %
____________________________
10-K
06/24/2009
Fiscal Years
7/1/1905 6/30/1905 6/29/1905
Fresh pork 31 19 23
100 % 100 % 100 %
____________________________
10-K
06/24/2009
Fiscal Years
7/1/1905 6/30/1905 6/29/1905
Internal hog sales 82 % 81 % 77 %
External hog sales 15 17 21
100 % 100 % 100 %
____________________________
10-K
06/24/2009
Animal Welfare Program
Segment Employees Employees Covered by

Collective Bargaining
Agreements
Pork 36,500 23,100
International 8,600 4,900
HP 7,000 ?
Other 100 ?
Corporate 200 ?
Totals 52,400 28,000
____________________________
10-K
06/24/2009
The continued consolidation of customers could negatively impact our business.
Location Segment
Smithfield Packing Plant (1) Pork
Bladen County, North Carolina
Smithfield Packing Plant Pork


Kinston, North Carolina

Clinton, North Carolina
Smithfield Packing Plant (2) Pork

Landover, Maryland

Wilson, North Carolina

Portsmouth, Virginia
Lykes Meat Group Plant (3) Pork

(operated by Smithfield Packing)
Plant City, Florida
John Morrell Plant Pork

Sioux Falls, South Dakota

Sioux City, Iowa
John Morrell Plant (3) Pork

Great Bend, Kansas

Springdale, OH
Curly?s Foods, Inc. Plant Pork

(operated by John Morrell)
Sioux City, Iowa
____________________________
business.
Operation
Slaughtering and cutting hogs; production
of boneless hams and loins

of boneless loins, bacon, sausage, bone-in
and boneless cooked and smoked hams and
picnics
Production of boneless cooked hams, deli

hams and sliced deli products
Slaughtering and cutting hogs; fresh pork
Production of smoked ham products
Production of bacon
Production of hot dogs and luncheon meats
Production of hot dogs, luncheon meats

and sausage products

of boneless loins, bacon, hot dogs, luncheon
meats, smoked and canned hams and packaged
lard

of boneless loins
Production of bacon and smoked ham products
Production of raw and cooked ribs and other

BBQ items
10-K
06/24/2009
Location Segment
Armour-Eckrich Meats Pork
St. Charles, Illinois

Omaha, Nebraska

Peru, Indiana

Junction City, Kansas

Mason City, Iowa

St. James, Minnesota
Farmland Plant Pork

Crete, Nebraska
Farmland Plant Pork

Monmouth, Illinois
Farmland Plant Pork

Denison, Iowa
Farmland Plant Pork

Milan, Missouri
Farmland Plant Pork

Wichita, Kansas
Cook?s Hams Plant Pork

(operated by Farmland Foods)
Lincoln, Nebraska
Grayson, Kentucky

Martin City, Missouri
Patrick Cudahy Plant Pork

Cudahy, Wisconsin
Animex Plant International

Szczecin, Poland

Ilawa, Poland

Starachowice, Poland
____________________________
siness.
Operation
Production of bulk and sliced dry sausages
Production of bulk and sliced dry sausages

and prosciutto ham
Production of pre-cooked bacon
Production of smoked sausage
Production of boneless bulk and sliced

ham products and cooked ribs
Production of sliced luncheon meats
Slaughtering and cutting hogs; fresh and

packaged pork products

of bacon and processed hams, extra tender
and ground pork

of bacon and processed hams
Slaughtering and cutting hogs; fresh pork
Production of traditional and spiral sliced

smoked bone-in hams; corned beef and other
smoked meat items
Production of spiral hams and smoked ham
products
Production of spiral hams
Production of bacon, dry sausage, boneless

cooked hams and refinery products
Slaughtering and deboning hogs; production

of packaged and other pork products
Production of fresh meat and packaged products

10-K
06/24/2009
Location Segment
Elk, Poland
Morliny Plant International

Morliny, Poland
Smithfield Procesare Plants International

Timisoara, Romania
Corporate Headquarters Corporate

____________________________
business.
Operation
Production of packaged and other pork and

beef products
Deboning, slaughtering and rendering

hogs
Management and administrative support

services for other segments
10-K
06/24/2009
BEDFORD FACILITY
Name and Age

C. Larry Pope (54)
Richard J. M. Poulson (70)
Robert W. Manly, IV (56)
____________________________
Position
President and Chief
Executive Officer
Executive Vice President
Executive Vice President and Chief Financial

Officer
h.
/
Business Experience During Past Five Years
Mr. Pope was elected President and Chief
Executive Officer in June 2006, effective
September 1, 2006. Mr. Pope served as President
and Chief Operating Officer from October
2001 to September 2006.
Mr. Poulson was elected Executive Vice

President in October 2001.
Mr. Manly was elected Executive Vice President

in August 2006 and was named to the additional
position of Chief Financial Officer, effective
July 1, 2008. He also served as Interim Chief
Financial Officer from January 2007 to
June 2007. Prior to August 2006, he was President
since October 1996 and Chief Operating
Officer since June 2005 of PSF.
10-K
06/24/2009
BEDFORD FACILITY
Name and Age Position

Joseph W. Luter, IV (44) Executive Vice President
George H. Richter (64) President and Chief Operating Officer,

Pork Group
Timothy O. Schellpeper (44) President of Smithfield Packing
Jerry H. Godwin (62) President of Murphy-Brown
Joseph B. Sebring (62) President of John Morrell
James C. Sbarro (49) President of Farmland Foods
____________________________
Business Experience During Past Five Years
Mr. Luter was elected Executive Vice President
in April 2008 concentrating on sales and
marketing. He served as President of Smithfield
Packing from November 2004 to April 2008.
Mr. Luter served as Executive Vice President
from October 2001 until November 2004.
Mr. Luter is the son of Joseph W. Luter, III,
Chairman of the Board of Directors.
Mr. Richter was elected President and Chief

Operating Officer, Pork Group in April
2008. Mr. Richter served as President of
Farmland Foods from October 2003 to April
2,008.00
Mr. Schellpeper was elected President

of Smithfield Packing in April 2008. He
was Senior Vice President of Operations
at Farmland Foods from August 2005 to April
2008 and Vice President of Logistics at
Farmland Foods from July 2002 to August
2,005.00
Mr. Godwin has served as President of Murphy-Brown

since April 2001.
Mr. Sebring has served as President of John

Morrell since May 1994.
Mr. Sbarro was elected President of Farmland

Foods in April 2008. Prior to April 2008,
Mr. Sbarro served as Senior Vice President
of Sales, Marketing, Research and Development
at Farmland Foods since 1999.
10-K
06/24/2009
BEDFORD FACILITY
7/1/1905
High Low
First quarter $32.18 $16.61
Second quarter 26.75 11.82
Third quarter 15.15 5.40
Fourth quarter 11.95 5.55
____________________________
6/30/1905
High Low
$35.79 $29.87
35.13 27.85
30.75 23.75
29.56 24.34
10-K
06/24/2009
BEDFORD FACILITY
Period Total Number of

Shares Purchased
February 2, 2009 to March 3, 2009 7,418

March 4, 2009 to April 3, 2009 ?
April 4, 2009 to May 3, 2009 ?
Total 7,418 (2)
____________________________
Average Price Paid Total Number of Maximum Number
per Share Shares Purchased of Shares that May
as Part of Publicly Yet Be Purchased
Announced Plans Under the Plans or
or Programs Programs (1)
$11.40 n/a 2,873,430
n/a n/a 2,873,430
n/a n/a 2,873,430
$11.40 n/a 2,873,430

10-K
06/24/2009
Income Statement
7/1/1905
Statement of Income Data:

Sales $12,487.70
Cost of sales 11,855.30
Gross profit 632.40

Selling, general and administrative expenses 798.40
Equity in (income) loss of affiliates 50.10
Minority interests 7.80
Operating profit (loss) (223.90)

Interest expense 209.10
Other income (63.50)
Income from continuing operations before (369.50)

income taxes
Income tax expense (benefit) (126.70)
Income (loss) from continuing operations (242.80)

Income (loss) from discontinued operations, 52.50
net of tax
Net income (loss) ($190.30)
Income Per Diluted Share:

Continuing operations ($1.72)
Discontinued operations 0.37
Net income per diluted share ($1.35)
Weighted average diluted shares outstanding 141.10
Balance Sheet Data:

Working capital $1,497.70
Total assets 7,202.50
Long-term debt and capital lease obligations 2,649.90
Shareholders? equity 2,561.40
Other Operational Data:

Total hogs processed 35.20
Packaged meats sales (pounds) 3,364.10
Fresh pork sales (pounds) 4,792.90
Total hogs sold 20.40
____________________________
Fiscal Years
6/30/1905 6/29/1905
(in millions)
$11,351.20 $9,359.30
10,196.60 8,292.80
1,154.60 1,066.50
813.60 686.00
(62.00) (48.20)
6.20 6.00
396.80 422.70
184.80 133.60
? ?
212.00 289.10
72.80 77.20
139.20 211.90
(10.30) (45.10)
$128.90 $166.80
$1.04 $1.89
(0.08) (0.40)
$0.96 $1.49
134.20 111.90
$2,215.30 $1,795.30
8,867.90 6,968.60
3,474.40 2,838.60
3,048.20 2,240.80
33.90 26.70
3,363.40 3,073.80
4,398.60 3,428.50
20.20 14.60
6/28/1905 6/27/1905
$8,828.10 $8,983.60
7,783.90 7,806.10
1,044.20 1,177.50
620.90 595.60
(11.50) (17.20)
4.10 3.60
430.70 595.50
117.60 117.20
? ?
313.10 478.30
106.90 162.50
206.20 315.80
(33.50) (19.60)
$172.70 $296.20
$1.84 $2.81
(0.30) (0.17)
$1.54 $2.64
112.00 112.30
$1,597.20 $1,773.60
6,177.30 5,773.60
2,299.50 2,137.20
2,028.20 1,901.40
28.50 28.60
2,703.80 2,624.40
3,834.40 3,718.90
15.00 15.40
10-K
06/24/2009
Significant Events Affecting Results of Operations
Total Expense
Fiscal 2009
Restructuring charges:
Employee severance and related benefits $12.30
Other associated costs 1.70
Total restructuring charges 14.00
Impairment charges:
Property, plant and equipment 69.40
Inventory 4.80
Total impairment charges 74.20
Total restructuring and impairment charges $88.20
____________________________
Payments Accrued Estimated
Balance Remaining
May 3, 2009 Expense
(in millions)
($0.40) $11.90 $1.60

(1.20) 0.50 21.10
($1.60) $12.40 $22.70

10-K
06/24/2009
Premium Standard Farms, Inc.(PSF)
Fiscal Years
7/1/1905 6/30/1905
(in millions)
Sales $1,699.00 $2,885.90
Interest expense 17.30 41.00
Net income (loss) 0.90 5.20
____________________________
6/29/1905
$2,551.70
41.90
(23.50)
10-K
06/24/2009
Premium Standard Farms, Inc.(PSF)
Fiscal Years
7/1/1905 6/30/1905
(in millions)
Sales $3.80 $27.00
Net loss (2.70) (15.50)
____________________________
6/29/1905
$14.00
2.90
(5.60)
10-K
06/24/2009
Classical Swine Fever (CSF)
7/1/1905 6/30/1905
(in millions)
Sales $12,487.70 $11,351.20
Cost of sales 11,855.30 10,196.60
Gross profit 632.40 1,154.60
Gross profit margin 5 % 10
____________________________
% 6/30/1905
Change
(in millions)
10 % $11,351.20
16 10,196.60
(45) 1,154.60
% 10 %
6/29/1905 %
Change
ions)
$9,359.30 21 %
8,292.80 23
1,066.50 8
11 %
10-K
06/24/2009
Classical Swine Fever (CSF)
7/1/1905
(in millions)
Selling, general and administrative expenses $798.40
____________________________
6/30/1905 % 6/30/1905
Change
llions) (in millions)
$813.60 (2) % $813.60
6/29/1905 %
Change
llions)
$686.00 19 %
10-K
06/24/2009
Equity in (Income) Loss of Affiliates
7/1/1905 6/30/1905
(in millions)
Butterball $19.50 ($23.
Campofr?o Food Group (1) 5.60
Cattleco, LLC (Cattleco) 15.10
Mexican joint ventures 9.80
All other equity method investments 0.10
Equity in (income) loss of affiliates $50.10 ($62.
____________________________
6/30/1905 % 6/30/1905
Change
(in milli
($23.40) (183) % ($23.40)
(43.00) (113) (43.00)
? NM ?
4.80 (104) 4.80
(0.40) (125) (0.40)
($62.00) (181) ($62.00)

6/29/1905 %
Change
(in millions)
($24.10) (3) %
(23.80) 81
? NM
(0.90) NM
0.60 167
($48.20) 29
10-K
06/24/2009
7/1/1905 6/30/1905 %
Change
(in millions)
Interest expense $209.10 $184.80 13
____________________________
6/30/1905 6/29/1905 %
Change
(in millions)
% $184.80 $133.60 38
%
10-K
06/24/2009
7/1/1905 6/30/1905
(in millions)
Other income ($63.50) $?
____________________________
% 6/30/1905 6/29/1905
Change
(in millions)
NM $? $?
%
Change
NM
10-K
06/24/2009
7/1/1905
Income tax expense (benefit) (in millions) ($126.70)
Effective tax rate 34 %
____________________________
6/30/1905 6/29/1905
$72.80 $77.20
34 % 27 %
10-K
06/24/2009
7/1/1905 6/30/1905
(in millions)
Sales $10,450.90 $9,62
Operating profit 395.20
Sales volume
Total
Fresh pork
Packaged meats
Average unit selling price

Average domestic live hog prices (1)
____________________________
6/30/1905 % 6/30/1905
Change
(in millions)
$9,627.50 9 % $9,627.50
449.40 (12) 449.40
6 %
11
?
2 %
8
6/29/1905 %
Change
llions)
$7,933.90 21 %
218.60 106
20 %
29
10
1 %
(7)
10-K
06/24/2009
7/1/1905 6/30/1905
(in millions)
Sales $1,398.20 $1,224.50
Operating profit 34.90 76.90
Sales volume
Average unit selling price
____________________________
% 6/30/1905 6/29/1905
Change
(in millions)
14 % $1,224.50 $954.60
(55) 76.90
(7) %
23
6/29/1905 %
Change
$954.60 28 %
36.80 109
15 %
12
10-K
06/24/2009
7/1/1905 6/30/1905
(in millions)
Sales $2,750.90 $2,399.3
Head sold
Average domestic live hog

prices (1)
Domestic raising costs
____________________________
6/30/1905 % 6/30/1905
Change
(in milli
$2,399.30 15 % $2,399.30
(98.10) (431) (98.10)
4 %
8 %
24
6/29/1905 %
Change
(in millions)
$1,787.00 34 %
211.40 (146)
40 %
(7) %
18
10-K
06/24/2009
7/1/1905 6/30/1905
(in millions)
Sales $250.80 $148.80
____________________________
6/30/1905 % 6/30/1905
Change
(in millions)
$148.80 69 % $148.80
28.20 (265) 28.20
6/29/1905 %
Change
llions)
$132.30 12 %
40.80 (31)
10-K
06/24/2009
7/1/1905 6/30/1905
(in millions)
Operating loss ($86.20) ($59.60)
____________________________
% 6/30/1905 6/29/1905
Change
(in millions)
(45) % ($59.60) ($84
6/29/1905 %
Change
($84.90) 30 %
10-K
06/24/2009
Accounts Receivable and Inventories
May 3, 20
Facility Capacity Outstanding
Letters of
Credit
(in millio
U.S. Credit Facility $1,300.00 $169.30
Euro Credit Facility 330.30 ?
Other international facilities 80.10 ?
Total credit facilities $1,710.40 $169.30
____________________________
May 3, 2009
Outstanding Amount
Borrowings Available
(in millions)
$109.50 $1,021.20
330.30 ?
47.20 32.90
$487.00 $1,054.10
10-K
06/24/2009
Euro Credit Facility.
Fiscal Yea
7/1/1905
(in millio
Net cash flows from operating activities $269.90
____________________________
Fiscal Years
6/30/1905 6/29/1905
(in millions)
$9.60 $187.00
10-K
06/24/2009
7/1/1905
Dispositions $587.00
Capital expenditures (174.50)
Dividends received 56.50
Investments in partnerships (31.70)
Proceeds from sale of property, plant and 21.40
equipment
Business acquisitions, net of cash acquired (17.40)
Net cash flows from investing activities $441.30
____________________________
Fiscal Years
6/30/1905 6/29/1905
(in millions)
$? $28.20
(460.20) (460.50)
? ?
(6.60) (69.50)
24.70 4.80
(41.80) (238.70)
($483.90) ($735.70)
10-K
06/24/2009
7/1/1905
Net repayments on revolving credit facilities ($962.50)

and notes payables
Proceeds from the issuance of long-term 600.00
debt
Principal payments on long-term debt and (270.40)
capital lease obligations
Proceeds from the issuance of common stock 122.30
and stock option exercises
Repurchases of debt (86.20)
Purchase of call options (88.20)
Proceeds from the sale of warrants 36.70
Debt issuance and amendment costs (25.20)
Net cash flows from financing activities ($673.50)
____________________________
Fiscal Years
6/30/1905 6/29/1905
(in millions)
$378.00 $732.30
505.60 5.40
(404.70) (239.20)
4.20 15.30
? ?
? ?
? ?
(5.80) ?
$477.30 $513.80
10-K
06/24/2009
May 3,
7/1/1905
(in millions
7.00% senior unsecured notes, due August $600.00
7/3/1905
7.75% senior unsecured notes, due July 500.00
7/9/1905
4.00% senior unsecured Convertible Notes, 400.00
due June 2013
7.75% senior unsecured notes, due May 2013 350.00
Euro Credit Facility, expiring August 330.30
7/2/1905
8.00% senior unsecured notes, due October 206.30
7/1/1905
7.83% term loan, due August 2011 200.00
U.S. Credit Facility, expiring August 109.50
7/2/1905
8.44% senior secured note, payable through 30.00
October 2009
7.89% senior secured notes, payable through 5.00
October 2009
Various, interest rates from 0.00% to 16.49%, 229.50
due September 2009 through May 2043
Fair-value derivative instrument adjustment 0.60
Unamortized debt premium 4.10
Total debt 2,965.30

Current portion (319.40)
Total long-term debt $2,645.90
Total shareholders? equity $2,561.40
____________________________
April 27,
6/30/1905
(in millions)
$600.00
500.00
350.00
467.90
300.00
?
925.00
35.00
15.00
509.40
0.70
5.80
3,708.80
(237.60)
$3,471.20
$3,048.20
10-K
06/24/2009
Pension Plan Funding
Total
Total debt $2,965.30 $31

Interest 732.30
Notes payable 17.50
Capital lease obligations, including 6.40
interest
Operating leases 221.90
Capital expenditure commitments 29.30
Purchase obligations:
Hog procurement (1) 3,463.40
Contract hog growers (2) 1,460.50
Other (3) 693.20
Total $9,589.80 $2,21
____________________________
Payments Due By Period
1-3 Years 3-5 Years > 5 Years
(in millions)
$319.40 $1,325.20 $777.20 $543.50
178.40 266.50 147.00
17.50 ? ?
1.60 1.90 1.20
48.40 68.80 47.10

29.30 ? ?
935.70 1,165.90 911.40

398.70 443.60 254.90
285.40 75.40 74.30
$2,214.40 $3,347.30 $2,213.10 $1,815.00

> 5 Years
$543.50
140.40
?
1.70
57.60
?
450.40
363.30
258.10
$1,815.00
10-K
06/24/2009
May 3, April 27,

7/1/1905 6/30/1905
(in millions)
Livestock $15.60 ($26.50)
Grains (13.30) (5.60)
Energy (13.00) 4.80
Interest rates (9.70) (2.00)
Foreign currency (12.90) (0.30)
____________________________
10-K
06/24/2009
May 3, April 27,

7/1/1905 6/30/1905
(in millions)
Livestock $12.60 $160.70
Grains 17.10 24.70
Energy 2.00 2.90
Interest rates 0.50 2.00
Foreign currency 15.70 1.30
____________________________
10-K
06/24/2009
Interest Rate and Foreign Currency Exchange Risk
Derivatives in SFAS 133 Fair Value Hedging Gain (Loss) Recognized

Relationships in Earnings on
Derivative
7/1/1905
(in millions)
Commodity contracts $5.50
Interest rate contracts 0.70
Total $6.20
____________________________
) Recognized Gain (Loss) Recognized
nings on in Earnings on
vative Related Hedged Item
6/30/1905 7/1/1905 6/30/1905
illions) (in millions)
$4.30 ($6.70) ($4.30)
(3.00) (0.70) 3.00
$1.30 ($7.40) ($1.30)

10-K
06/24/2009
Derivatives in SFAS 133 Cash Flow Gain (Loss) Recognized

Hedging Relationships in Other Comprehensive
Income (Loss) on Derivative
(Effective Portion)
7/1/1905
(in millions)
Commodity contracts ($201.50)
Interest rate contracts (12.60)
Foreign exchange contracts (37.50)
Total ($251.60)
____________________________
gnized Gain (Loss) Reclassified
ensive from Accumulated
rivative Other Comprehensive
ion) Income (Loss) into Earnings
(Effective Portion)
6/30/1905 7/1/1905 6/30/1905
) (in millions)
$? ($112.50) ($29.30)
? (2.30)
(1.40) (21.70)
($1.40) ($136.50) ($31.90)

Gain (Loss) Recognized
in Earnings on
Derivative (Ineffective
Portion)
6/30/1905 7/1/1905 6/30/1905

(in millions)
($29.30) ($4.60) $?
? ? ?
(2.60) ? ?
($31.90) ($4.60) $?
10-K
06/24/2009
Derivatives Not Designated as Hedging Fiscal Years

Instruments Under SFAS 133
7/1/1905
(in millions)
Commodity contracts $104.00
Total $103.20
____________________________
rs
6/30/1905
ns)
$236.20
(7.80)
(0.20)
$228.20
10-K
06/24/2009
Description
million, $47.8 million and $38.1 million

to our pension plans during fiscal 2009,
2008 and 2007, respectively. We expect
to fund at least $76.3 million in fiscal
2,010.00
Derivatives Accounting
See ?Derivative Financial Instruments?

above for a discussion of our derivative
accounting policy.
____________________________
Judgments and Uncertainties
based primarily on actual plan experience.

The expected return on plan assets reflects
asset allocations, investment strategy
and historical returns of the asset categories.
The effects of actual results differing
from these assumptions are accumulated
and amortized over future periods and,
therefore, generally affect our recognized
expense in such future periods.
The following weighted average assumptions

were used to determine our benefit obligation
and net benefit cost for fiscal 2009:
? 6.90%?Discount rate to determine net

benefit cost
? 8.25%?Discount rate to determine pension

benefit obligation
? 8.25%?Expected return on plan assets
? 4.00%?Salary growth
Effect if Actual Results Differ
From Assumptions
pension cost in fiscal 2010. In addition,
a significant devaluation of plan assets
would cause a significant increase in pension
plan funding. For example, our expected
funding for fiscal 2010 is $22.5 million
higher than the amount funded in fiscal
2009, primarily due to a substantial devaluation
of pension plan assets in fiscal 2009.
10-K
06/24/2009
Report of Independent Registered Public 71

Accounting Firm on Internal Control Over
Financial Reporting
Report of Independent Registered Public 72
Accounting Firm on Consolidated Financial
Statements
Consolidated Statements of Income for 73
the Fiscal Years 2009, 2008 and 2007
Consolidated Balance Sheets as of May 3, 74
2009 and April 27, 2008
Consolidated Statements of Cash Flows 75
for the Fiscal Years 2009, 2008 and 2007
Consolidated Statements of Shareholders? 76
Equity for the Fiscal Years 2009, 2008 and
6/29/1905
Notes to Consolidated Financial Statements 77
Schedule II?Valuation and Qualifying 119
Accounts
____________________________
10-K
06/24/2009
Income Statement
7/1/1905
Sales $12,487.70
Cost of sales 11,855.30
Gross profit 632.40

Selling, general and administrative expenses 798.40

Interest expense 209.10
Other income (63.50)

before income taxes
Income tax expense (benefit) (126.70)

Income (loss) from discontinued operations, 52.50
net of tax of $44.3, $(2.4) and $(25.4)
Income (loss) per common share:

Basic:
Net income (loss) per basic common share ($1.35)
Diluted:
Net income (loss) per diluted common share ($1.35)
Weighted average shares:

Weighted average basic shares 141.10
Effect of dilutive stock options ?
Weighted average diluted shares 141.10

____________________________
Fiscal Years
6/30/1905 6/29/1905
$11,351.20 $9,359.30
10,196.60 8,292.80
1,154.60 1,066.50
813.60 686.00
(62.00) (48.20)
6.20 6.00
396.80 422.70
184.80 133.60
? ?
212.00 289.10
72.80 77.20
139.20 211.90
(10.30) (45.10)
$128.90 $166.80
$1.04 $1.90
(0.08) (0.41)
$0.96 $1.49
$1.04 $1.89
(0.08) (0.40)
$0.96 $1.49
133.90 111.70
0.30 0.20
134.20 111.90
10-K
06/24/2009
Balance Sheet
May 3,
7/1/1905
ASSETS
Current assets:
Cash and cash equivalents $119.00
Accounts receivable, net of allowances 595.20
of $9.9 and $8.1
Inventories 1,896.10
Prepaid expenses 37.50
Other current assets 136.70
Assets of discontinued operations held ?
for sale
Total current assets 2,784.50
Property, plant and equipment, net 2,443.00
Goodwill 820.00
Investments 601.60
Intangible assets, net 392.20
Other assets 161.20
Total assets $7,202.50
LIABILITIES AND SHAREHOLDERS? EQUITY

Current liabilities:
Notes payable $17.50
Current portion of long-term debt and capital 320.80
lease obligations
Accounts payable 390.20
Accrued expenses and other current liabilities 558.30
Liabilities of discontinued operations ?
held for sale
Total current liabilities 1,286.80
Long-term debt and capital lease obligations 2,649.90

Other liabilities 686.20
Commitments and contingencies
Shareholders? equity:
Preferred stock, $1.00 par value, 1,000,000 ?
authorized shares
Common stock, $.50 par value, 200,000,000 71.80
authorized shares; 143,576,842 and 134,398,175
issued and outstanding
Additional paid-in capital 1,294.70
Stock held in trust (64.80)
Retained earnings 1,648.20
Accumulated other comprehensive income (388.50)
(loss)
Total shareholders? equity 2,561.40
Total liabilities and shareholders? equity $7,202.50
____________________________
April 27,
6/30/1905
$57.30
738.10
2,278.40
94.00
25.70
656.50
3,850.00
2,850.00
864.60
694.60
396.50
212.20
$8,867.90
$169.30
239.70
523.40
563.90
138.40
1,634.70
3,474.40
693.70
16.90
?
67.20
1,130.20
(53.10)
1,838.50
65.40
3,048.20
$8,867.90
10-K
06/24/2009
Cash Flows
7/1/1905
Cash flows from operating activities:
Adjustments to reconcile net cash flows
from operating activities:
(Income) loss from discontinued operations, (52.50)
net of tax
Depreciation and amortization 270.50
Deferred income taxes (94.00)
Impairment of assets 81.80
Gain on sale of investments (58.00)
Changes in operating assets and liabilities
and other, net:
Accounts receivable 53.90
Inventories 225.60
Accounts payable (91.70)
Accrued expenses and other current liabilities 13.10
Other 61.40
Net cash flows from operating activities 269.90
Cash flows from investing activities:

Dispositions 587.00
Capital expenditures (174.50)
Dividends received 56.50
Investments in partnerships (31.70)
Proceeds from sale of property, plant and 21.40
equipment
Business acquisitions, net of cash acquired (17.40)
Net cash flows from investing activities 441.30
Cash flows from financing activities:

Net repayments on revolving credit facilities (962.50)
and notes payables
Proceeds from the issuance of long-term 600.00
debt
Principal payments on long-term debt and (270.40)
capital lease obligations
Proceeds from the issuance of common stock 122.30
and stock option exercises
Repurchases of debt (86.20)
Proceeds from the sale of warrants 36.70
Debt issuance and amendment costs (25.20)
Net cash flows from financing activities (673.50)
Cash flows from discontinued operations:

Net cash flows from operating activities 34.70
Net cash flows from investing activities (7.00)
Net cash flows from financing activities (0.80)
Net cash flows from discontinued operations 26.90

activities
Effect of foreign exchange rate changes (2.90)

on cash
Net change in cash and cash equivalents 61.70
Cash and cash equivalents at beginning 57.30
of period
Cash and cash equivalents at end of period $119.00
____________________________
Fiscal Years
6/30/1905 6/29/1905
$128.90 $166.80
10.30 45.10
(62.00) (48.20)
264.20 205.50
86.40 (26.90)
11.80 7.10
? ?
(59.40) (53.20)
(425.40) (148.20)
91.30 70.80
(91.40) 41.10
54.90 (72.90)
9.60 187.00
? 28.20
(460.20) (460.50)
? ?
(6.60) (69.50)
24.70 4.80
(41.80) (238.70)
(483.90) (735.70)
378.00 732.30
505.60 5.40
(404.70) (239.20)
4.20 15.30
? ?
? ?
? ?
(5.80) ?
477.30 513.80
4.40 14.90
(8.20) (20.60)
? 7.80
(3.80) 2.10
0.30 1.20
(0.50) (31.60)
57.80 89.40
$57.30 $57.80
10-K
06/24/2009
Shareholders' Equity
7/1/1905
Common stock?Shares:
Balance, beginning of year 134.40
Common stock issued 9.20
Exercise of stock options ?
Balance, end of year 143.60
Common stock?Par value:

Balance, beginning of year $67.20
Exercise of stock options ?
Balance, end of year 71.80
Additional paid-in capital:

Balance, beginning of year 1,130.20
Exercise of stock options 0.20
Stock option expense 3.80
Tax benefit of stock option exercises ?
Equity method investee acquisitions of ?
treasury shares
Sale of warrants 36.70
Balance, end of year 1,294.70
Stock held in trust:

Balance, beginning of year (53.10)
Purchase of stock for trust (0.60)
Purchase of stock for supplemental employee (11.10)
retirement plan
Balance, end of year (64.80)
Retained earnings:
Balance, beginning of year 1,838.50
Adoption of FIN 48 ?
Net income (a) (190.30)
Balance, end of year 1,648.20
Accumulated other comprehensive income

(loss):
Balance, beginning of year (b) 65.40
Pension and other post-retirement benefits, (125.40)
net of tax of $(73.8), $(5.4) and $0.5
Adjustment to initially apply SFAS 158, ?
net of tax of $(4.3) (d)
Hedge accounting, net of tax of $(78.4), (173.20)
$0.1 and $11.4
Foreign currency translation (261.00)
Reclassification adjustments:
Pension and other post-retirement benefits, 3.50
net of tax of $2.2 and $2.8
Hedge accounting, net of tax of $45.6, $(11.4) 101.20
and $(1.3)
Foreign currency translation 1.00
Balance, end of year (c) (388.50)
Total shareholders? equity $2,561.40
Total comprehensive income (loss) (a?b+c?d) ($644.20)
____________________________
Fiscal Years
6/30/1905 6/29/1905
112.40 111.20
21.70 ?
0.30 1.20
134.40 112.40
$56.20 $55.60
10.80 ?
0.20 0.60
67.20 56.20
510.10 494.10
609.40 ?
2.70 4.20
2.00 1.30
1.30 10.50
4.70 ?
? ?
? ?
1,130.20 510.10
(52.50) (51.80)
(0.60) (0.70)
(53.10) (52.50)
1,724.80 1,558.00
(15.20) ?
128.90 166.80
1,838.50 1,724.80
2.20 (27.70)
(8.50) 0.70
? (6.70)
0.20 18.70
85.70 19.30
4.50 ?
(18.70) (2.10)
? ?
65.40 2.20
$3,048.20 $2,240.80
$192.10 $203.40
10-K
06/24/2009
May 3, April 27,

7/1/1905 6/30/1905
(in millions)
Live hogs $838.40 $982.40
Fresh and packaged meats 789.10 861.90
Manufacturing supplies 72.70 88.60
Live cattle 29.80 147.10
Grains and other 166.10 198.40
Total inventories $1,896.10 $2,278.40
____________________________
10-K
06/24/2009
Useful Life May 3,

7/1/1905
(in Years)
Land and improvements 0-20 $288.10
Buildings and improvements 20-40
Machinery and equipment 5-25
Breeding stock 2
Other 3-10
Construction in progress
Accumulated depreciation
Property, plant and equipment, net $2,443.00
____________________________
May 3, April 27,
7/1/1905 6/30/1905
(in millions)
$288.10 $304.10
1,679.40 1,830.00
1,617.50 1,716.80
160.70 187.00
125.40 114.70
64.10 180.20
3,935.20 4,332.80
(1,492.20) (1,482.80)
$2,443.00 $2,850.00
10-K
06/24/2009
Useful Life May 3,

7/1/1905
(in Years)
Amortized intangible assets:
Customer relations assets 15-16 $13.30
Patents, rights and leasehold interests 5-25
Contractual relationships 22
Accumulated amortization
Amortized intangible assets, net

Unamortized intangible assets:
Trademarks Indefinite
Permits Indefinite
Intangible assets, net $392.20
____________________________
May 3, April 27,
7/1/1905 6/30/1905
(in millions)
$13.30 $13.30
12.20 10.90
33.10 33.10
(13.90) (10.90)
44.70 46.40
341.10 343.70
6.40 6.40
$392.20 $396.50
10-K
06/24/2009
NOTE 3: DISPOSITIONS
Fiscal Years
7/1/1905 6/30/1905
(in millions)
Sales $1,699.00 $2,885.90
Net income (loss) 0.90 5.20
____________________________
6/29/1905
$2,551.70
41.90
(23.50)
10-K
06/24/2009
NOTE 3: DISPOSITIONS
Fiscal Years
7/1/1905 6/30/1905
(in millions)
Sales $3.80 $27.00
Net loss (2.70) (15.50)
____________________________
6/29/1905
$14.00
2.90
(5.60)
10-K
06/24/2009
Pork Group Restructuring
Total Expense
Fiscal 2009
Restructuring charges:
Employee severance and related benefits $12.30
Other associated costs 1.70
Total restructuring charges 14.00
Impairment charges:
Property, plant and equipment 69.40
Inventory 4.80
Total impairment charges 74.20
Total restructuring and impairment charges $88.20
____________________________
Payments Accrued Estimated
Balance Remaining
May 3, 2009 Expense
(in millions)
($0.40) $11.90 $1.60

(1.20) 0.50 21.10
($1.60) $12.40 $22.70

10-K
06/24/2009
NOTE 5: DERIVATIVE FINANCIAL INSTRUMENTS
Assets
May 3,
7/1/1905
(in millions)
Derivatives using the ?hedge accounting?
method:
Grain contracts $10.40
Foreign exchange contracts 2.80
Total 13.80
Derivatives using the ?mark-to-market?

method:
Grain contracts 10.20
Livestock contracts 21.90
Energy contracts ?
Interest rate contracts ?
Foreign exchange contracts 0.30
Total 32.40
Total fair value of derivative instruments $46.20
____________________________
sets Liabilities
April 27, May 3, April 27,
6/30/1905 7/1/1905 6/30/1905
llions) (in millions)
$? $17.70 $?
0.70 10.30 ?
1.00 14.40 0.70
1.70 42.40 0.70
14.50 16.20 20.10

15.50 6.30 42.00
4.80 13.00 ?
? ? 2.70
0.10 1.60 0.70
34.90 37.10 65.50
$36.60 $79.50 $66.20

10-K
06/24/2009
Mark-to-Market Method
Minimum Maximum
Commodities:
Lean hogs 121,640,000 1,934,360,000
Corn 9,735,000 39,615,000
Soybean meal 123,250 804,100
Soybeans 10,000 370,000
Wheat ? 50,000
Live cattle ? 450,800,000
Pork bellies 1,480,000 10,320,000
Natural gas 2,400,000 5,260,000
Diesel fuel ? 2,100,000
Interest rate ? 122,500,000
Foreign currency (1) 1,739,018 218,057,002
____________________________
Metric
Pounds
Bushels
Tons
Bushels
Bushels
Pounds
Pounds
Million BTU
Gallons
U.S. Dollars
U.S. Dollars
10-K
06/24/2009
Mark-to-Market Method
Fiscal Years
7/1/1905 6/30/1905
(in millions)
Commodity contracts $104.00 $236.20
Total $103.20 $228.20
____________________________
6/30/1905
$236.20
(7.80)
(0.20)
$228.20
10-K
06/24/2009
Hedge Accounting Method
Minimum Maximum
Commodities:
Corn ? 100,860,000
Soybean meal ? 571,400
Interest rate ? 200,000,000
Foreign currency (1) 69,072,934 203,449,970
____________________________
Metric
Bushels
Tons
U.S. Dollars
U.S. Dollars
10-K
06/24/2009
Gain (Loss) Recognized in

Other Comprehensive
Income (Loss) on
Derivative
(Effective Portion)
7/1/1905 6/30/1905
(in millions)
Commodity contracts ($201.50) $?
Interest rate contracts (12.60)
Total ($251.60) ($1.40)
____________________________
Gain (Loss) Reclassified
from Accumulated Other
Comprehensive Income
(Loss) into Earnings
(Effective Portion)
6/30/1905 7/1/1905 6/30/1905
(in millions)
($112.50) ($29.30)
? (2.30) ?
(1.40) (21.70) (2.60)
($1.40) ($136.50) ($31.90)

Gain (Loss) Recognized in
Earnings on Derivative
(Ineffective Portion)
7/1/1905 6/30/1905
(in millions)
($4.60) $?
? ?
? ?
($4.60) $?
10-K
06/24/2009
Minimum Maximum Metric

Commodities:
Corn 4,145,000 10,645,000 Bushels
Interest rate 50,000,000 50,000,000 U.S. Dollars
____________________________
10-K
06/24/2009

in Earnings on Derivative
7/1/1905 6/30/1905
(in millions)
Commodity contracts $5.50 $4.30
Interest rate contracts 0.70 (3.00)
Total $6.20 $1.30
____________________________
in Earnings
on Related Hedged Item
7/1/1905 6/30/1905
(in millions)
($6.70) ($4.30)
(0.70) 3.00
($7.40) ($1.30)
10-K
06/24/2009
NOTE 6: INVESTMENTS
Segment % Owned
Equity Investment:
Campofr?o Food Group (CFG) (1) International 37%
Butterball, LLC (Butterball) Other 49%
Mexican joint ventures Various 50%
All other equity method investments Various Various
Total investments
____________________________
May 3, April 27,
7/1/1905 6/30/1905
(in millions)
$417.80 $489.30
78.20 80.40
53.90 76.00
51.70 48.90
$601.60 $694.60
10-K
06/24/2009
NOTE 6: INVESTMENTS
Segment 7/1/1905
Equity Investment:
Butterball Other $19.50
Campofr?o Food Group (2) International
Cattleco, LLC (Cattleco) Other
Mexican joint ventures Various
All other equity method investments Various
Equity in (income) loss of affiliates $50.10
____________________________
Fiscal Years
7/1/1905 6/30/1905 6/29/1905
(in millions)
$19.50 ($23.40) ($24.10)

5.60 (43.00) (23.80)
15.10 ? ?
9.80 4.80 (0.90)
0.10 (0.40) 0.60
$50.10 ($62.00) ($48.20)

10-K
06/24/2009
Income Statement
Fiscal Years
7/1/1905 6/30/1905
(in millions)
Income Statement Information:
Sales $3,976.40 $4,3
Gross profit 548.30
Net income (loss) (49.80)
____________________________
al Years
6/30/1905 6/29/1905
illions)
$4,349.80 $2,605.40
703.80 584.20
160.60 83.10
10-K
06/24/2009
Balance Sheet
May 3, April 27,

7/1/1905 6/30/1905
(in millions)
Balance Sheet Information:
Current assets $1,211.00 $1,770.70
Long-term assets 1,965.70
Current liabilities 973.40
Long-term liabilities 1,214.30
____________________________
April 27,
6/30/1905
$1,770.70
2,080.70
1,279.30
1,396.80
10-K
06/24/2009
NOTE 7: ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
May 3,
7/1/1905
(in millions)
Payroll and related benefits $160.30
Self-insurance reserves 62.10
Other 335.90
Total accrued expenses and other current $558.30

liabilities
____________________________
April 27,
6/30/1905
llions)
$220.90
74.00
269.00
$563.90
10-K
06/24/2009
NOTE 8: DEBT
May 3,
7/1/1905
(in millions
7.00% senior unsecured notes, due August $600.00
7/3/1905
7.75% senior unsecured notes, due July 500.00
7/9/1905
4.00% senior unsecured Convertible Notes, 400.00
due June 2013
7.75% senior unsecured notes, due May 2013 350.00
Euro Credit Facility, expiring August 330.30
7/2/1905
8.00% senior unsecured notes, due October 206.30
7/1/1905
7.83% term loan, due August 2011 200.00
U.S. Credit Facility, expiring August 109.50
7/2/1905
8.44% senior secured note, payable through 30.00
October 2009
7.89% senior secured notes, payable through 5.00
October 2009
Various, interest rates from 0.00% to 16.49%, 229.50
due September 2009 through May 2043
Fair-value derivative instrument adjustment 0.60
Unamortized debt premium 4.10
Total debt 2,965.30

Current portion (319.40)
Total long-term debt $2,645.90
____________________________
April 27,
6/30/1905
(in millions)
$600.00
500.00
350.00
467.90
300.00
?
925.00
35.00
15.00
509.40
0.70
5.80
3,708.80
(237.60)
$3,471.20
10-K
06/24/2009
NOTE 8: DEBT
Fiscal Year (in millions)

7/2/1905 $319.40
7/3/1905 509.60
7/4/1905 815.60
7/5/1905 22.40
7/6/1905 754.80
Thereafter 543.50
Total debt $2,965.30
____________________________
10-K
06/24/2009
NOTE 9: LEASE OBLIGATIONS, COMMITMENTS AND GUARANTEES

7/2/1905 $48.40
7/3/1905 37.40
7/4/1905 31.40
7/5/1905 25.40
7/6/1905 21.70
Thereafter 57.60
Total $221.90
____________________________
10-K
06/24/2009
NOTE 9: LEASE OBLIGATIONS, COMMITMENTS AND GUARANTEES

7/2/1905 $1,334.40
7/3/1905 869.60
7/4/1905 739.90
7/5/1905 594.50
7/6/1905 571.80
____________________________
10-K
06/24/2009
NOTE 10: INCOME TAXES
Fis
7/1/1905
(in
Current income tax expense (benefit):
Federal ($45.10)
State 2.00
Foreign 10.40
(32.70)
Deferred income tax expense (benefit):

Federal (73.80)
State (16.70)
Foreign (3.50)
(94.00)
Total income tax expense (benefit) ($126.70)
____________________________
Fiscal Years
6/30/1905 6/29/1905
(in millions)
($21.00) $82.80
2.50 15.00
4.90 6.30
(13.60) 104.10
85.90 (8.80)
(0.10) (2.40)
0.60 (15.70)
86.40 (26.90)
$72.80 $77.20
10-K
06/24/2009
Fiscal Years
7/1/1905
Federal income taxes at statutory rate 35.00 %
State income taxes, net of federal tax benefit 4.60
Foreign income taxes 9.00
Groupe Smithfield / Campofr?o merger (7.40)
Net change in valuation allowance (5.00)
Tax credits 2.50
Net change in uncertain tax positions (0.50)
Other (3.90)
Effective tax rate 34.30 %
____________________________
Fiscal Years
6/30/1905 6/29/1905
35.00 % 35.00 %
(0.10) 2.90
(0.20) (9.40)
? ?
8.70 3.10
(6.40) (4.70)
(2.40) ?
(0.30) (0.20)
34.30 % 26.70 %
10-K
06/24/2009
May 3,
7/1/1905
(in millions)
Deferred tax assets:
Pension liabilities $111.60
Tax credits, carryforwards and net operating 54.50
losses
Accrued expenses 63.80
Derivatives 61.30
Original issue discount 29.70
Other 28.70
Employee benefits 8.60
Total deferred tax assets $358.20
Deferred tax liabilities:

Property, plant and equipment $255.20
Accounting method change ?
Investments in subsidiaries 31.10
Intangible assets 105.20
Derivatives ?
Total deferred tax liabilities $391.50
____________________________
April 27,
6/30/1905
llions)
$40.10
27.30
71.00
?
?
24.20
26.10
$188.70
$262.30
15.60
44.10
94.80
53.80
$470.60
10-K
06/24/2009
May 3,
7/1/1905
(in millions)
Other current assets $109.40
Other assets 8.80
Accrued expenses and other current liabilities ?
Other liabilities 151.50
____________________________
April 27,
6/30/1905
illions)
$4.20
18.40
14.40
290.10
10-K
06/24/2009
(in millions)
Balance as of April 29, 2007 $43.30
Additions for tax positions taken in the 5.70
current year
Additions for tax positions taken in prior 3.40
years
Additions for tax positions assumed in 8.90
business combinations
Settlements with taxing authorities (18.80)
Lapse of statute of limitations (1.60)
Balance as of April 27, 2008 40.90

Additions for tax positions taken in the 5.70
current year
Additions for tax positions taken in prior 0.70
years
Reductions for tax positions taken in prior (2.30)
years
Settlements with taxing authorities (2.50)
Lapse of statute of limitations (2.00)
Balance as of May 3, 2009 $40.50
____________________________
10-K
06/24/2009
NOTE 11: PENSION AND OTHER RETIREMENT PLANS
May 3,
7/1/1905
(in millions)
Change in benefit obligation:
Benefit obligation at beginning of year $1,025.90
Service cost 25.50
Interest cost 68.60
Plan amendment ?
Benefits paid (62.90)
Acquisitions ?
Actuarial (gain) loss (130.70)
Benefit obligation at end of year 926.40
Change in plan assets:

Fair value of plan assets at beginning of 847.30
year
Actual return on plan assets (252.00)
Employer contributions 53.80
Benefits paid (62.90)
Fair value of plan assets at end of year 586.20
Funded status ($340.20)
Amounts recognized in the consolidated

balance sheet:
Accrued benefit liability ($329.60)
Noncurrent pension asset 1.20
Current pension liability (11.80)
Net amount recognized at end of year ($340.20)
____________________________
April 27,
6/30/1905
in millions)
$1,048.70
28.90
64.10
1.90
(59.00)
2.80
(61.50)
1,025.90
860.90
(2.40)
47.80
(59.00)
847.30
($178.60)
($168.40)
0.70
(10.90)
($178.60)
10-K
06/24/2009
May 3, April 27,

7/1/1905 6/30/1905
(in millions)
Projected benefit obligation $910.20 $989.40
Accumulated benefit obligation 870.30
Fair value of plan assets 568.80
____________________________
April 27,
6/30/1905
$989.40
947.10
810.10
10-K
06/24/2009
May 3,
7/1/1905
(in millions)
Unrecognized actuarial loss ($298.70)
Unrecognized prior service credit 7.60
____________________________
April 27,
6/30/1905
s)
($114.00)
7.50
10-K
06/24/2009
Fiscal Years
7/1/1905 6/30/1905
(in millions)
Service cost $25.50 $2
Interest cost 68.60
Expected return on plan assets (69.70)
Net amortization 6.40
Net periodic pension cost $30.80 $3
____________________________
Fiscal Years
6/30/1905 6/29/1905
in millions)
$28.90 $23.60
64.10 61.00
(70.60) (64.80)
8.10 8.30
$30.50 $28.10
10-K
06/24/2009
Fiscal Years
7/1/1905
Discount rate to determine net periodic 6.90 %
benefit cost
Discount rate to determine benefit obligation 8.25
Expected long-term rate of return on plan 8.25
assets
Rate of compensation increase 4.00
____________________________
Fiscal Years
6/30/1905 6/29/1905
6.25 % 6.25 %
6.90 6.25
8.25 8.25
4.00 4.00
10-K
06/24/2009
May 3, April 27, Target

7/1/1905 6/30/1905 Range
Asset category:
Cash and cash equivalents 5 % 6 % 0-3 %
Equity securities 55 67 46-64
Debt securities 36 24 25-61
Alternative assets 4 3 0-5
Total 100 % 100 %
____________________________
10-K
06/24/2009

7/2/1905 $65.90
7/3/1905 68.00
7/4/1905 60.20
7/5/1905 63.00
7/6/1905 65.60
2015-2019 376.70
____________________________
10-K
06/24/2009
Fiscal Years
7/1/1905 6/30/1905
Expected annual volatility 25 % 27 %
Dividend yield 0 % 0 %
Risk free interest rate 3.96 % 4.80 %
Expected option life (years) 8 8
____________________________
6/29/1905
26 %
0 %
4.75 %
8
10-K
06/24/2009
Number of Weighted
Shares Average
Exercise Price
Outstanding as of April 27, 2008 1,431,100 $26.00

Granted 330,103
Exercised (12,000)
Forfeited (80,500)
Outstanding as of May 3, 2009 1,668,703
Exercisable as of May 3, 2009 662,703
____________________________
Weighted Weighted Aggregate
Average Average Intrinsic
Exercise Price Remaining Value (in
Contractual millions)
Term (Years)
$26.00
22.75
16.02
27.04
25.38 5.60 $?
18.43 2.80 $?
10-K
06/24/2009
Stock Held in Trust
May 3,
7/1/1905
(in millions)
Foreign currency translation ($127.60)
Pension and other post-retirement benefits (183.80)
Hedge accounting (77.10)
Accumulated other comprehensive income ($388.50)

(loss)
____________________________
April 27,
6/30/1905
in millions)
$132.40
(61.90)
(5.10)
$65.40
10-K
06/24/2009
NOTE 13: FAIR VALUE MEASUREMENTS
Fair Value Level 1

Measurements
(in m
Assets
Derivatives $3.70 $?
Cash surrender value of life insurance 23.50
policies
Total $27.20 $2
Liabilities
Derivatives $37.00 $
____________________________
Level 1 Level 2 Level 3
(in millions)
$3.70 $?
23.50 ? ?
$23.50 $3.70 $?
$1.80 $35.20 $?
10-K
06/24/2009
NOTE 14: RELATED PARTY TRANSACTIONS
May 3,
7/1/1905
(in millions)
Current receivables from related parties $27.80
Non-current receivables from related 16.50
parties
Total receivables from related parties $44.30
Current payables to related parties $11.80

Non-current payables to related parties 4.80
Total payables to related parties $16.60
____________________________
April 27,
6/30/1905
llions)
$20.40
15.90
$36.30
$13.00
3.30
$16.30
10-K
06/24/2009
NOTE 16: REPORTING SEGMENTS
Fiscal Years
7/1/1905 6/30/1905 6/29/1905
Fresh pork 40 41 39
100 % 100 % 100 %
____________________________
10-K
06/24/2009
Fiscal Years
7/1/1905 6/30/1905 6/29/1905
Fresh pork 31 19 23
100 % 100 % 100 %
____________________________
10-K
06/24/2009
Fiscal Years
7/1/1905 6/30/1905 6/29/1905
Internal hog sales 82 % 81 % 77 %
External hog sales 15 17 21
100 % 100 % 100 %
____________________________
10-K
06/24/2009
7/1/1905
Segment Profit Information

Sales:
Segment sales?
Pork $10,450.90
International 1,398.20
Hog Production 2,750.90
Other 250.80
Total segment sales 14,850.80
Intersegment sales?
Pork (43.90)
International (63.80)
Hog Production (2,255.40)
Total intersegment sales (2,363.10)
Consolidated sales $12,487.70
Depreciation and amortization:

Pork $140.50
International 25.20
Hog Production 99.80
Other 0.40
Corporate 4.60
Consolidated depreciation and amortization $270.50
Interest expense:
Pork $76.60
International 29.10
Other 2.70
Corporate 26.30
Consolidated interest expense $209.10
Equity in (income) loss of affiliates:

Pork ($3.00)
International 1.90
Other 34.90
Corporate ?
Consolidated equity in (income) loss of $50.10

affiliates
Operating profit (loss):

Pork $395.20
International 34.90
Hog Production (521.20)
Other (46.60)
Corporate (86.20)
Consolidated operating profit (loss) ($223.90)
____________________________
Fiscal Years
6/30/1905 6/29/1905
(in millions)
$9,627.50 $7,933.90
1,224.50 954.60
2,399.30 1,787.00
148.80 132.30
13,400.10 10,807.80
(53.30) (31.20)
(58.20) (43.80)
(1,937.40) (1,373.50)
(2,048.90) (1,448.50)
$11,351.20 $9,359.30
$136.80 $126.30
21.20 18.60
102.10 55.80
0.40 0.50
3.70 4.30
$264.20 $205.50
$86.20 $72.80
21.60 14.80
35.80 5.40
0.30 (0.20)
40.90 40.80
$184.80 $133.60
($2.30) ($1.40)
(46.50) (25.40)
10.60 3.10
(23.80) (24.50)
? ?
($62.00) ($48.20)
$449.40 $218.60
76.90 36.80
(98.10) 211.40
28.20 40.80
(59.60) (84.90)
$396.80 $422.70
10-K
06/24/2009
May 3,
7/1/1905
(in mi
Segment Asset Information
Total assets:
Pork $2,571.30
International 1,083.00
Hog Production 2,679.20
Other 186.50
Corporate 682.50
Assets of discontinued operations held ?
for sale
Consolidated total assets $7,202.50
Investments:
Pork $15.50
International 450.10
Other 87.00
Corporate 31.30
Consolidated investments $601.60
Capital expenditures:
Pork $115.10
International 11.40
Corporate 14.80
Consolidated capital expenditures $181.60
____________________________
April 27, April 29,
6/30/1905 6/29/1905
(in millions)
$2,864.80 $2,463.20
1,420.00 1,024.30
3,095.30 1,875.20
300.00 401.70
531.30 585.20
656.50 619.00
$8,867.90 $6,968.60
$13.50 $13.20
529.60 401.50
33.00 36.10
88.50 77.70
30.00 27.60
$694.60 $556.10
$167.50 $201.30
43.70 68.30
233.70 190.30
15.30 0.60
13.50 19.00
$473.70 $479.50
10-K
06/24/2009
Pork Int?l.
Balance, April 29, 2007 $193.80 $127.

Acquisitions (1) 32.80
Other goodwill adjustments (2) (6.80)
Balance, April 27, 2008 219.80

Acquisitions (3) ?
Other goodwill adjustments (2) (2.20)
Balance, May 3, 2009 $217.60 $123.
____________________________
Int?l. HP Other
(in millions)
$127.60 $175.70 $19.50
6.10 276.30 ?
38.70 0.90 ?
172.40 452.90 19.50

7.10 ? ?
(56.20) 6.70
$123.30 $459.60 $19.50

Total
$516.60
315.20
32.80
864.60
7.10
(51.70)
$820.00
10-K
06/24/2009
Fiscal Years
7/1/1905 6/30/1905
(in millions)
Sales:
U.S. $11,149.20 $10,136.20
International 1,338.50 1,215.00
Total sales $12,487.70 $11,351.20
May 3, April 27, 2008

7/1/1905
(in millions)
Long-lived assets:
U.S. $3,240.00 $3,409.50
International 1,178.00 1,608.40
Total long-lived assets $4,418.00 $5,017.90
____________________________
6/29/1905
$7,715.50
1,643.80
$9,359.30
April 29,
6/29/1905
$2,625.90
1,179.10
$3,805.00
10-K
06/24/2009
NOTE 17: SUPPLEMENTAL CASH FLOW INFORMATION
7/1/1905
Supplemental disclosures of cash flow
information:
Interest paid $194.40
Income taxes paid (received) ($48.40)
Non-cash investing and financing activities:

Sale of interest in Groupe Smithfield in $272.00
exchange for shares of Campofr?o
Investment in Butterball ($24.50)
Common stock issued for acquisition ($60.40)
____________________________
Fiscal Years
6/30/1905 6/29/1905
$174.50 $148.20
$56.90 $74.10
$? $?
$? $?
($620.20) $?
10-K
06/24/2009
NOTE 18: QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
First
Fiscal 2009
Sales $3,141.80
Gross profit 196.90
Operating profit (loss) 2.50
Income from discontinued operations 15.90
Net income (loss) (12.60)
Income (loss) per common share: (1)

Basic:
Net income (loss) per basic common share ($0.09)
Diluted:
Net income (loss) per diluted common share ($0.09)
Fiscal 2008
Sales $2,616.70
Gross profit 280.80
Operating profit 128.00
Income from continuing operations 56.60
Income (loss) from discontinued operations (2.00)
Net income 54.60
Income (loss) per common share: (1)

Basic:
Continuing operations $0.43
Discontinued operations (0.02)
Net income per basic common share $0.41
Diluted:
Continuing operations $0.43
Discontinued operations (0.02)
Net income per diluted common share $0.41

____________________________
Second Third
(in millions, except per share data)
$3,147.10 $3,348.20
234.40 86.10
1.00 (135.50)
(30.00) (105.50)
34.20 2.40
4.20 (103.10)
($0.21) ($0.73)
0.24 0.01
$0.03 ($0.72)
($0.21) ($0.73)
0.24 0.01
$0.03 ($0.72)
$2,747.00 $3,119.10
287.10 380.70
85.40 154.10
23.40 57.40
(6.00) (2.90)
17.40 54.50
$0.17 $0.43
(0.04) (0.02)
$0.13 $0.41
$0.17 $0.43
(0.04) (0.02)
$0.13 $0.41
Fourth Fiscal Year
$2,850.60 $12,487.70
115.00 632.40
(91.90) (223.90)
(78.80) (242.80)
? 52.50
(78.80) (190.30)
($0.55) ($1.72)
? 0.37
($0.55) ($1.35)
($0.55) ($1.72)
? 0.37
($0.55) ($1.35)
$2,868.40 $11,351.20
206.00 1,154.60
29.30 396.80
1.80 139.20
0.60 (10.30)
2.40 128.90
$0.01 $1.04
0.01 (0.08)
$0.02 $0.96
$0.01 $1.04
0.01 (0.08)
$0.02 $0.96
10-K
06/24/2009
Column A Column B
Description Balance at
Beginning
of Year
Reserve for uncollectible accounts receivable:
Fiscal year ended May 3, 2009 $8.10
Fiscal year ended April 27, 2008 4.90
Reserve for obsolete inventory:

Fiscal year ended May 3, 2009 $16.20
____________________________
Column C Additions
Charged to Other Acquisition
Income Accounts Reserves (1)
$4.20 ($1.00) $?
2.70 0.40 1.00
2.40 (1.90) ?
$12.40 ($2.50) $?
8.70 0.10 0.10
4.10 0.40 ?
Column D Column E
Deductions Balance at
End of
Year
($1.40) $9.90
(0.90) 8.10
(4.50) 4.90
($5.10) $21.00
(6.10) 16.20
(3.00) 13.40
10-K
06/24/2009
Summary Compensation
ITEM 11. EXECUTIVE COMPENSATION
____________________________
10-K
06/24/2009
Beneficial Ownership
ITEM 12.
____________________________
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
10-K
06/24/2009
Exhibit 2.1 ?
Exhibit 2.2 ?
Exhibit 2.3(a) ?
Exhibit 2.3(b) ?
Exhibit 3.1 ?
Exhibit 3.2 ?
____________________________
IONS (UNAUDITED)
Agreement and Plan of Merger, dated as of

September 17, 2006, among the Company,
KC2 Merger Sub, Inc. and Premium Standard
Farms, Inc. (incorporated by reference
to Exhibit 2.1 to the Company?s Current
Report on Form 8-K filed with the SEC on September 20,
2,006.00
Stock Purchase Agreement, dated March

4, 2008, by and among Smithfield Foods,
Inc., and JBS S.A. (incorporated by reference
Report on Form 8-K filed with the SEC on March
5, 2008).
Purchase Agreement, dated March 4, 2008,

by and among Continental Grain Company,
ContiBeef LLC, Smithfield Foods, Inc.,
and MF Cattle Feeding, Inc. (incorporated
by reference to Exhibit 2.2 to the Company?s
Current Report on Form 8-K filed with the
SEC on March 5, 2008).
Amendment, dated October 23, 2008, to the

Purchase Agreement, dated as of March 4,
2008, by and among Continental Grain Company,
ContiBeef LLC, Smithfield Foods, Inc.
and MF Cattle Feeding, Inc. (incorporated
SEC on October 24, 2008).
Articles of Amendment effective August

29, 2001 to the Amended and Restated Articles
of Incorporation, including the Amended
and Restated Articles of Incorporation
of the Company, as amended to date (incorporated
Amendment No. 1 to Quarterly Report on Form
10-Q filed with the SEC on September 12,
2,001.00
Amendment to the Bylaws effective August

27, 2008, including the Bylaws of the Company,
as amended to date (incorporated by reference
Report on Form 8-K filed with the SEC on September
3, 2008).
arch.
com/
10-K
06/24/2009
Exhibit 4.1(a) ?
Exhibit 4.1(b) ?
Exhibit 4.1(c) ?
Exhibit 4.1(d) ?
Exhibit 4.2 ?
Exhibit 4.3 ?
Exhibit 4.4 ?
Exhibit 4.5 ?
Exhibit 4.6(a) ?
____________________________
IONS (UNAUDITED)
Second Amended and Restated Note Purchase

Agreement dated as of October 29, 2004,
among the Company and each of the Purchasers
listed on Annex 1 thereto, relating to $225,000,000
in senior secured notes, series I through
L (incorporated by reference to Exhibit
4.6 of the Company?s Quarterly Report on
Form 10-Q filed with the SEC on December
9, 2004).
Amendment Agreement No. 1 dated as of February 15,

2005, among the Company and each of the Current
Holders listed on Annex No. 1 thereto, relating
to the Second Amended and Restated Note
Purchase Agreement dated as of October 29,
2004 relating to $225,000,000 in senior
secured notes, series I through L (incorporated
Quarterly Report on Form 10-Q filed with
the SEC on March 10, 2005).
Amendment Agreement No. 2 dated as of October

1, 2007, among the Company and each of the
Current Holders listed on Annex No. 1 thereto,
relating to the Second Amended and Restated
Note Purchase Agreement dated as of October
29, 2004 relating to $225,000,000 in senior
by reference to Exhibit 4.1 of the Company?s
the SEC on December 7, 2007).
Amendment dated as of October 26, 2007,

among the Company and each of the Current
Holders listed on Annex No. 1 thereto, relating
to the Second Amended and Restated Note
Purchase Agreement dated as of October 29,
2004 relating to $225,000,000 in senior
by reference to Exhibit 4.2 of the Company?s
the SEC on December 7, 2007).
Indenture between the Company and U.S.

Bank, National Association (successor
to SunTrust Bank), as trustee, dated October
23, 2001 regarding the issuance by the Company
of $300,000,000 senior notes (incorporated
by reference to Exhibit 4.3(a) to the Company?s
Registration Statement on Form S-4 filed
with the SEC on November 30, 2001).
Rights Agreement, dated as of May 30, 2001,

between the Company and ComputerShare
Investor Services, LLC, Rights Agent (incorporated
by reference to Exhibit 4 to the Company?s
Registration Statement on Form 8-A filed
with the SEC on May 30, 2001).
Indenture between the Company and SunTrust

Bank, as trustee, dated May 21, 2003 regarding
the issuance by the Company of $350,000,000
senior notes (incorporated by reference
to Exhibit 4.11(a) to the Company?s Annual
Report on Form 10-K filed with the SEC on
July 23, 2003).
Indenture between the Company and U.S.

Bank National Association (successor
to SunTrust Bank), as trustee, dated August
4, 2004 regarding the issuance by the Company
of senior notes (incorporated by reference
to Exhibit 4.1 to the Company?s Quarterly
Report on Form 10-Q filed with the SEC on
September 10, 2004).
Revolving Credit Agreement dated as of

August 19, 2005 among the Company, the Subsidiary
Guarantors from time to time party thereto,
Calyon New York Branch, Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A. ?Rabobank
International,? New York Branch and SunTrust
Bank, as co-documentation agents, Citicorp
USA, Inc., as syndication agent, joint
lead arranger and joint bookrunner and
JPMorgan Chase Bank, N.A., as administrative
agent, joint lead arranger and joint bookrunner,
relating to a $1,275,000,000 secured revolving
credit facility (incorporated by reference
to Exhibit 4.1 of the Company?s Current
Report on Form 8-K filed with the SEC on August
25, 2005).
arch.
com/
10-K
06/24/2009
Exhibit 4.7(b) ?
Exhibit 4.7(c) ?
Exhibit 4.7(d) ?
Exhibit 4.7(e) ?
Exhibit 4.7(f) ?
Exhibit 4.7(g) ?
Exhibit 4.8(a) ?
Exhibit 4.8(b) ?
Exhibit 4.9(a) ?
____________________________
IONS (UNAUDITED)
Amendment dated August 13, 2007 to Multicurrency

Revolving Facility Agreement dated August
22, 2006 between Smithfield Foods, Inc.,
Smithfield Capital Europe BV, the subsidiary
guarantors party thereto, the lenders
party thereto, BNP Paribas and Soci?t?
G?n?rale Corporate & Investment Banking
as lead arrangers, and Soci?t? G?n?rale
as facility agent and security agent relating
to a ?300,000,000 secured revolving credit
facility (incorporated by reference to
Exhibit 4.3 to the Company?s Quarterly
September 5, 2008).
Agreement for Financial and Registered

Pledges over the Shares in Prima Farms Sp.
z o.o., dated October 26, 2007, between
Smithfield Foods, Inc., as a pledgor, and
Soci?t? G?n?rale, as a pledgee (incorporated
the SEC on September 5, 2008).
Shares Pledge Agreement, dated October

26, 2007, by and between Smithfield International
Investments, Inc. and Cold Field Investments
LLC, as pledgors, Soci?t? G?n?rale, as
security agent, and Smithfield Romania
S.R.L. (incorporated by reference to Exhibit
4.5 to the Company?s Quarterly Report on
Form 10-Q filed with the SEC on September
5, 2008).
Shares Pledge Agreement, dated October

26, 2007, by and between Smithfield Romania
S.R.L. and Smithfield International Investments,
Inc., as pledgors, Soci?t? G?n?rale, as
security agent, and Smithfield Procesare
S.R.L. (incorporated by reference to Exhibit
Form 10-Q filed with the SEC on September
5, 2008).
Amendment dated June 26, 2008 to Multicurrency

Revolving Facility Agreement dated August 22,
2006 between Smithfield Foods, Inc., Smithfield
Capital Europe BV, the subsidiary guarantors
party thereto, the lenders party thereto,
BNP Paribas and Soci?t? G?n?rale Corporate &
Investment Banking as lead arrangers,
and Soci?t? G?n?rale as facility agent
and security agent relating to a ?300,000,000
secured revolving credit facility (incorporated
SEC on June 30, 2008).
?300,000,000 Multicurrency Revolving

Facility Agreement dated August 22, 2006
(as amended and restated by a Supplemental
Agreement dated February 11, 2009) among
Smithfield Capital Europe, B.V., as borrower,
Smithfield Foods, Inc., as guarantor,
certain other obligors, BNP Paribas and
Soci?t? G?n?rale, as arrangers, and the
lenders party thereto (incorporated by
reference to Exhibit 4.1 to the Company?s
SEC on February 13, 2009).
Registration Rights Agreement, dated

May 7, 2007, among the Company and ContiGroup
Companies, Inc. (incorporated by reference
Report on Form 8-K filed with the SEC on May
7, 2007).
Amendment No. 1, dated as of October 23,

2008, to the Registration Rights Agreement,
dated as of May 7, 2007, by and between Smithfield
Foods, Inc. and Continental Grain Company
(incorporated by reference to Exhibit
4.1 to the Company?s Current Report on Form
8-K filed with the SEC on October 24, 2008).
Indenture?Senior Debt Securities, dated

June 1, 2007, between the Company and U.S.
Bank National Association as trustee (incorporated
by reference to Exhibit 4.10(a) to the
Company?s Annual Report on Form 10-K filed
with the SEC on June 28, 2007).
arch.
com/
10-K
06/24/2009
Exhibit 4.9(b) ?
Exhibit 4.9(c) ?
Exhibit 4.10(a) ?
Exhibit 4.10(b) ?
Exhibit 10.1** ?
Exhibit 10.2(a)** ?
Exhibit 10.2(b)** ?
Exhibit 10.2(c)** ?
Exhibit 10.2(d)** ?
Exhibit 10.3** ?
Exhibit 10.4(a) ?
____________________________
(UNAUDITED)
First Supplemental Indenture to the Indenture?Senior

Debt Securities between the Company and
U.S. Bank National Association, as trustee,
dated as of June 22, 2007 regarding the issuance
by the Company of the 2007 7.750% Senior
Notes due 2017 (incorporated by reference
to Exhibit 4.10(b) to the Company?s Annual
June 28, 2007).
Second Supplemental Indenture to the Indenture?Senior

Debt Securities between the Company and
U.S. Bank National Association, as trustee,
dated as of July 8, 2008 regarding the issuance
by the Company of the 2008 4.00% Convertible
Senior Notes due 2013 (incorporated by
Credit Agreement, dated as of August 29,

2008, among Smithfield Foods, Inc., the
lenders from time to time party thereto,
and Co?peratieve Centrale Raiffeisen-Boerenleenbank
B.A. ?Rabobank Nederland,? New York Branch,
as Administrative Agent (incorporated
SEC on September 3, 2008).
First Amendment, dated February 27, 2009,

to the Credit Agreement, dated as of August
29, 2008, among the Company, the lender
party thereto, and Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A. ?Rabobank
Nederland,? New York Branch, as Administrative
Agent (incorporated by reference to Exhibit
Form 10-Q filed with the SEC on March 13,
2,009.00
Registrant hereby agrees to furnish the

SEC, upon request, other instruments defining
the rights of holders of long-term debt
of the Registrant.
Smithfield Foods, Inc. 1992 Stock Incentive
Plan (incorporated by reference to Exhibit
10.4 to the Company?s Form 10-K Annual Report
for the fiscal year ended May 2, 1993).
Smithfield Foods, Inc. 1998 Stock Incentive

Plan (incorporated by reference to Exhibit
10.7 to the Company?s Form 10-K Annual Report
filed with the SEC on July 30, 1998).
Amendment No. 1 to the Smithfield Foods,

Inc. 1998 Stock Incentive Plan dated August
29, 2000 (incorporated by reference to
Exhibit 10.6(b) of the Company?s Annual
July 29, 2002).
Amendment No. 2 to the Smithfield Foods,

Inc. 1998 Stock Incentive Plan dated August
29, 2001 (incorporated by reference to
Exhibit 10.6(c) of the Company?s Annual
July 29, 2002).
Form of Nonstatutory Stock Option Agreement

for the Smithfield Foods, Inc. 1998 Stock
Incentive Plan (incorporated by reference
to Exhibit 10.3(d) to the Company?s Annual
July 11, 2005).
Smithfield Foods, Inc. 2005 Non-Employee

Directors Stock Incentive Plan (incorporated
SEC on September 1, 2005).
Contribution Agreement, dated June 29,

2006, among Tarval?n, S.L., SFDS Global
Holdings BV (a wholly-owned subsidiary
of the Company), OCM Luxembourg EPOF SARL
(a wholly-owned subsidiary of Oaktree
Capital Management LLC), and the Company
10.1 to the Company?s Current Report on
Form 8-K filed with the SEC on June 30, 2006).
.
10-K
06/24/2009
Exhibit 10.4(b) ?
Exhibit 10.4(c) ?
Exhibit 10.4(d) ?
Exhibit 10.5** ?
Exhibit 10.6* ** ?
Exhibit 10.7(a) ?
Exhibit 10.7(b) ?
Exhibit 10.7(c) ?
Exhibit 10.8 ?
Exhibit 10.9 ?
Exhibit 10.10(a) ?
____________________________
S (UNAUDITED)
Amended and Restated Contribution Agreement,

dated as of August 7, 2006, by and among Tarval?n,
S.L., Groupe Smithfield S.L. (then known
as Bacarreto, S.L.), SFDS Global Holdings
BV, OCM Luxembourg EPOF Meats Holdings
SARL, OCM Luxembourg OPPS Meats Holdings
SARL, OCM Luxembourg EPOF SARL, and the
Company (incorporated by reference to
Exhibit 10.2 to the Company?s Current Report
on Form 8-K filed with the SEC on August 10,
2,006.00
Earn-Out Agreement, dated as of August

7, 2006, by and among OCM Luxembourg EPOF
Meats Holdings SARL, OCM Luxembourg OPPS
Meats Holdings SARL, SFDS Global Holdings
BV, and Groupe Smithfield S.L. (then known
as Bacarreto, S.L.) (incorporated by reference
Report on Form 8-K filed with the SEC on August
10, 2006).
Stockholders Agreement, dated as of August 7,

2006, among Groupe Smithfield S.L. (then
known as Bacarreto, S.L.), SFDS Global
Holdings BV, OCM Luxembourg EPOF Meats
Holdings SARL, and OCM Luxembourg OPPS
Meats Holdings SARL (incorporated by reference
Report on Form 8-K filed with the SEC on August 10,
2,006.00
Consulting Agreement, dated August 30,

2006, by and between the Company and Joseph
W. Luter, III (incorporated by reference
6, 2006).
Compensation for Non-Employee Directors

as of May 3, 2009.
Uncommitted Line of Credit Agreement,

dated as of May 16, 2008, between Smithfield
Foods, Inc., The Smithfield Packing Company,
Incorporated and Citibank, N.A. (incorporated
SEC on May 22, 2008).
Security Agreement, dated as of May 16,

2008, by and between The Smithfield Packing
Company, Incorporated in favor of Citibank,
N.A. (incorporated by reference to Exhibit
Form 8-K filed with the SEC on May 22, 2008).
Deed of Trust, Assignment of Leases and

Security Agreement, dated as of May 16,
2008, by and among The Smithfield Packing
Company, Incorporated, as grantor, to
First American Title Insurance Company,
as trustee, for the benefit of Citibank,
N.A., as beneficiary (incorporated by
SEC on May 22, 2008).
Purchase Agreement, dated as of June 30,

2008, among Smithfield Foods, Inc., Starbase
International Limited and COFCO (Hong
Kong) Limited (incorporated by reference
September 5, 2008).
Merger Protocol, dated June 30, 2008, between

Campofr?o Alimentaci?n, S.A. and Groupe
Smithfield Holdings, S.L. and others (incorporated
Master Terms and Conditions for Convertible

Bond Hedging Transactions, dated as of
July 1, 2008, between Citibank, N.A. and
Smithfield Foods, Inc. (incorporated
SEC on July 8, 2008).
h.
/
10-K
06/24/2009
Exhibit 10.10(b) ?
Exhibit 10.10(c) ?
Exhibit 10.10(d) ?
Exhibit 10.10(e) ?
Exhibit 10.10(f) ?
Exhibit 10.10(g) ?
Exhibit 10.10(h) ?
Exhibit 10.10(i) ?
Exhibit 10.10(j) ?
Exhibit 10.10(k) ?
Exhibit 10.10(l) ?
Exhibit 10.11(a)** ?
Exhibit 10.11(b)** ?
____________________________
(UNAUDITED)

July 1, 2008, between Goldman, Sachs & Co.
and Smithfield Foods, Inc. (incorporated

July 1, 2008, between JPMorgan Chase Bank,
National Association, London Branch and
Smithfield Foods, Inc. (incorporated
Confirmation for Convertible Bond Hedging

Transaction, dated July 1, 2008, between
Citibank, N.A. and Smithfield Foods, Inc.
Form 8-K filed with the SEC on July 8, 2008).

Goldman, Sachs & Co. and Smithfield Foods,
Inc. (incorporated by reference to Exhibit

JPMorgan Chase Bank, National Association,
London Branch and Smithfield Foods, Inc.
Master Terms and Conditions for Warrants

Issued by Smithfield Foods, Inc. to Citibank,
N.A., dated as of July 1, 2008 (incorporated
Issued by Smithfield Foods, Inc. to Goldman,
Sachs & Co., dated as of July 1, 2008 (incorporated

Issued by Smithfield Foods, Inc. to JPMorgan
Chase Bank, National Association, London
Branch, dated as of July 1, 2008 (incorporated
Confirmation for Warrants Issued by Smithfield

Foods, Inc. to Citibank, N.A., dated July
1, 2008 (incorporated by reference to Exhibit

Foods, Inc. to Goldman, Sachs & Co., dated
July 1, 2008 (incorporated by reference
Report on Form 8-K filed with the SEC on July
8, 2008).

Foods, Inc. to JPMorgan Chase Bank, National
Association, London Branch, dated July
1, 2008 (incorporated by reference to Exhibit
Smithfield Foods, Inc. 2008 Incentive

Compensation Plan (incorporated by reference
3, 2008).
Form of Smithfield Foods, Inc. 2008 Incentive

Compensation Plan Performance Share Unit
Award (incorporated by reference to Exhibit
Form 8-K filed with the SEC on September
3, 2008).
10-K
06/24/2009
Exhibit 10.12** ?
Exhibit 21* ?
Exhibit 23.1* ?
Exhibit 31.1* ?
Exhibit 31.2* ?
Exhibit 32.1* ?
Exhibit 32.2* ?
____________________________
ONS (UNAUDITED)
Compensation for Named Executive Officers

for fiscal 2009 (incorporated by reference
September 5, 2008).
Subsidiaries of the Company.
Consent of Independent Registered Public

Accounting Firm.
Certification of C. Larry Pope, President

and Chief Executive Officer, pursuant
to Section 302 of the Sarbanes-Oxley Act
of 2002.
Certification of Robert W. Manly, IV, Executive

Vice President and Chief Financial Officer,
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
Certification of C. Larry Pope, President
and Chief Executive Officer, pursuant
to 18 U.S.C. 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of
2,002.00
Certification of Robert W. Manly, IV, Executive

Vice President and Chief Financial Officer,
pursuant to 18 U.S.C. 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act
of 2002.
rch.
om/
10-K
06/24/2009
NO TITLE
NAME OF SUBSIDIARY JURISDICTION OF ORGANIZATION

814 Americas, Inc. Delaware
Agri AI Sp. z.o.o. Poland
AGRI PLUS Sp. z.o.o. Poland
AGRI PLUS WIELKOPOLSKA S.A. Poland
Agri Sp. z o.o. Poland
Agri Vet Sp. z.o.o. Poland
Agroalim Distribution S.R.L. Romania
Animex-Agro Sp. z o.o. Poland
Animex Fish Sp. z o.o. Poland
ANIMEX Grupa Drobiarskie S.A. Poland
Animex Grupa Paszowa S.A. Poland
ANIMEX Holding Sp. z o.o. Poland
Animex Sp. z o.o. Poland
Animpol S.A. Poland
Armour-Eckrich Meats LLC Delaware
Beef Liquidation Corp. Delaware
Best Solutions LLC Delaware
Bialostockie Zaklady Drobiarskie Sp. Poland
z.o.o
BioEnergy Systems, LLC Delaware
Brown?s Realty Partnership North Carolina
Carroll?s Realty Partnership North Carolina
Cattle Inventory, LLC Delaware
Chief Milling Partners, Inc. North Carolina
Cold Field Investments, LLC Delaware
Crystal Peak Environmental LLC Delaware
Duplin Marketing Company, LLC North Carolina
Farmland Distribution Inc. Delaware
Farmland Foods, Inc. Delaware
Ferma Kraplewice Sp. z.o.o. Poland
Grupa Animex S.A. Poland
Gwaltney Transportation Co., Inc. Delaware
Henry?s Hickory House, LLC Delaware
Iowa Quality Meats, Ltd. Iowa
John Morrell & Co. Delaware
JonMor Investments, Inc. Delaware
KC2 Real Estate LLC Delaware
LPC Transport Inc. Delaware
MF Energy, LLC Delaware
Morena Expert S.R.L. Romania
Murphy-Brown LLC Delaware
Murphy Farms of Texahoma, Inc. Oklahoma
North Side Foods Corp. Delaware
North Side Investments, Inc. Delaware
NPD Investments, Inc. Delaware
PatCud Investments, Inc. Delaware
____________________________
10-K
06/24/2009
NO TITLE
NAME OF SUBSIDIARY
Patrick Cudahy Incorporated
PC Express, Inc.
PEK (London) Ltd.
Pirin Agri S.R.L.
PR Anirol Sp. z.o.o.
Premium Pet Health, LLC
Premium Standard Farms, LLC
Prima Farms Sp. z o.o.
QTF Liquidation Corp.
RMH Foods, Inc.
RMH Foods, LLC
Semilem SRL
SF Holding Sp. z o.o.
SF Investments, Inc.
SF Marketing Sub, Inc.
SFDS Global Holdings B.V.
SFFC, Inc.
Simoni Investments, LLC
Smithfield Asia Holdings, Ltd.
Smithfield Bioenergy LLC
Smithfield Capital Europe, B.V.
Smithfield Capital Trust I
Smithfield-Carroll?s Farms
Smithfield Culinary Foods Group, LLC
Smithfield Deli Group, Inc.
Smithfield Ferme S.R.L.
Smithfield Foods de Mexico, S. de R.L. de
C.V.
Smithfield Foods GmbH
Smithfield Foods Group Ltd.
Smithfield Foods Ltd.
Smithfield Global Products, Inc.
Smithfield Innovations Group, LLC
Smithfield Insurance Co. Ltd.
Smithfield International Investments,
Inc.
Smithfield Processare S.R.L.
Smithfield Prod S.R.L.
Smithfield Purchase Corporation
Smithfield Romania S.R.L.
Smithfield Service Co., Inc.
Smithfield Trading Company, Inc.
Smithfield Transportation Co., Inc.
Stefano Foods, Inc.
Texas County Land, LLC
The Smithfield Inn Corporation
The Smithfield Packing Company, Incorporated
Valleydale Transporation Co., Inc.
Wilmington Bulk, LLC
ZM ?ANIMEX? S.A.
____________________________
JURISDICTION OF ORGANIZATION
Delaware
Delaware
United Kingdom
Romania
Poland
Delaware
Delaware
Poland
Delaware
Delaware
Delaware
Romania
Poland
Delaware
Delaware
Netherlands
Delaware
Delaware
U.S. Virgin Islands
Delaware
Netherlands
Delaware
Virginia
Delaware
Delaware
Romania
Mexico
Germany
United Kingdom
United Kingdom
Delaware
Delaware
Bermuda
Delaware
Romania
Romania
North Carolina
Romania
Delaware
Delaware
Delaware
North Carolina
Delaware
Virginia
Delaware
Delaware
North Carolina
Poland

FS 2009

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SMITHFIELD FOODS INC

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

200 Commerce Street 23,430

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

Initial Investment Date Acquisition

Fiscal 2007 Armour-Eckrich

Producer of mostly branded packaged meats

100 % 100 % 100 %

100 % 100 % 100 %

100 % 100 % 100 %

Animal Welfare Program

Segment Employees Employees Covered by

Totals 52,400 28,000

The continued consolidation of customers could negatively impact our business.

Smithfield Packing Plant Pork

Smithfield Packing Plant Pork

Smithfield Packing Plant Pork

Smithfield Packing Plant (2) Pork

Smithfield Packing Plant Pork

Smithfield Packing Plant Pork

Lykes Meat Group Plant (3) Pork

John Morrell Plant Pork

John Morrell Plant Pork

John Morrell Plant (3) Pork

John Morrell Plant Pork

Curly?s Foods, Inc. Plant Pork

Slaughtering and cutting hogs; production

Production of boneless cooked hams, deli

Slaughtering and cutting hogs; fresh pork

Production of smoked ham products

Production of hot dogs and luncheon meats

Production of hot dogs, luncheon meats

Slaughtering and cutting hogs; production

Slaughtering and cutting hogs; production

Production of bacon and smoked ham products

Production of hot dogs and luncheon meats

Production of raw and cooked ribs and other

The continued consolidation of customers could negatively impact our business.

Armour-Eckrich Meats Pork

Armour-Eckrich Meats Pork

Armour-Eckrich Meats Pork

Armour-Eckrich Meats Pork

Armour-Eckrich Meats Pork

Farmland Plant Pork

Farmland Plant Pork

Farmland Plant Pork

Farmland Plant Pork

Farmland Plant Pork

Cook?s Hams Plant Pork

Cook?s Hams Plant Pork

Patrick Cudahy Plant Pork

Animex Plant International

Animex Plant International

Animex Plant International

Production of bulk and sliced dry sausages

Production of pre-cooked bacon

Production of smoked sausage

Production of boneless bulk and sliced

Production of sliced luncheon meats

Slaughtering and cutting hogs; fresh and

Slaughtering and cutting hogs; production

Slaughtering and cutting hogs; production

Slaughtering and cutting hogs; fresh pork