SMITHFIELD FOODS INC

10-K
06/26/2008

NO TITLE

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)

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SMITHFIELD FOODS INC
10-K
06/26/2008

NO TITLE

Page
PART I

ITEM 1. Business 3

ITEM 1A. Risk Factors 16

ITEM 1B. Unresolved Staff Comments

ITEM 2. Properties 24

ITEM 3. Legal Proceedings 25

ITEM 4. Submission of Matters to a Vote of Security 28

Holders

Executive Officers of the Registrant 29

PART II

ITEM 5. Market for Registrant?s Common Equity, 31

Related Stockholder Matters and Issuer
Purchases of Equity Securities

ITEM 6. Selected Financial Data 32

ITEM 7. Management?s Discussion and Analysis 33

of Financial Condition and Results of
Operations

ITEM 7A. Quantitative and Qualitative Disclosures 61

About Market Risk

ITEM 8. Financial Statements and Supplementary 61

Data

ITEM 9. Changes in and Disagreements with Accountants 61

on Accounting and Financial
Disclosure

ITEM 9A. Controls and Procedures 62

ITEM 9B. Other Information 62

PART III
ITEM 10. Directors, Executive Officers and Corporate 63
Governance

ITEM 11. Executive Compensation 63

ITEM 12. Security Ownership of Certain Beneficial 63

Owners and Management and Related Stockholder
Matters

ITEM 13. Certain Relationships and Related Transactions, 63

and Director Independence

ITEM 14. Principal Accounting Fees and Services 63

PART IV

ITEM 15. Exhibits, Financial Statement Schedules 64

Signatures 68

Index to Financial Statements and Financial F-1

Schedule

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SMITHFIELD FOODS INC
10-K
06/26/2008

NO TITLE

Initial Investment Date Acquisition

Fiscal 2008 Premium Standard Farms, Inc. (PSF)

Fiscal 2007 Armour-Eckrich

Fiscal 2006 Cook?s Hams, Inc. (Cook?s)

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 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.

Producer of traditional and spiral sliced

smoked bone-in hams, corned beef and other
smoked meat items, based in Lincoln, Nebraska.
SMITHFIELD FOODS INC
10-K
06/26/2008

NO TITLE

6/30/1905 6/29/1905 6/28/1905

Packaged meats 57 % 59 % 50 %
Fresh pork 41 39 48
Other products (1) 2 2 2

100 % 100 % 100 %

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SMITHFIELD FOODS INC
10-K
06/26/2008

Packaged meats and fresh pork products

6/30/1905 6/29/1905 6/28/1905

Packaged meats 41 % 34 % 56 %
Fresh pork 19 23 19
Other meat products (1) 40 43 25

100 % 100 % 100 %

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SMITHFIELD FOODS INC
10-K
06/26/2008

Former Beef Segment (Discontinued Operations)

6/30/1905 6/29/1905 6/28/1905

Fresh beef 73 % 78 % 81 %
Cattle feeding 1 1 11
Other products (1) 26 21 8

100 % 100 % 100 %

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SMITHFIELD FOODS INC
10-K
06/26/2008

Animal Welfare Program

Employees

Pork 35,300
International 9,200
HP 7,500
Other 100
Corporate 200
Smithfield Beef (discontinued operations) 5,800

Totals 58,100

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 Employees Covered by
Collective Bargaining
Agreements
23,800
2,600
?
?
?
2,400

28,800
SMITHFIELD FOODS INC
10-K
06/26/2008

An impairment in the carrying value of goodwill could negatively impact our consolidated results of

Location Segment
Smithfield Packing Plant* Pork
Bladen County, North Carolina

Smithfield Packing Plant Pork

Smithfield, Virginia

Smithfield Packing Plant Pork

Kinston, North Carolina

Smithfield Packing Plant Pork

Clinton, North Carolina

Lykes Meat Group Plant Pork

(operated by Smithfield Packing)
Plant City, Florida

John Morrell Plant Pork

Sioux Falls, South Dakota

John Morrell Plant Pork

Sioux City, Iowa

Curly?s Foods, Inc. Plant Pork

(operated by John Morrell)
Sioux City, Iowa

Armour-Eckrich Meats Pork

(operated by John Morrell)
St. Charles, Illinois

Armour-Eckrich Meats Pork

(operated by John Morrell)
Omaha, Nebraska

Farmland Plant Pork

Crete, Nebraska

Farmland Plant Pork

Monmouth, Illinois
Farmland Plant Pork
Denison, Iowa

Farmland Plant Pork

Milan, Missouri

Cook?s Hams Plant Pork

(operated by Farmland Foods)
Lincoln, Nebraska

Patrick Cudahy Plant Pork

Cudahy, Wisconsin

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act our consolidated results of

Operation
Slaughtering and cutting hogs; production
of boneless hams and loins

Slaughtering and cutting hogs; production

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 hot dogs, luncheon meats

and sausage products

Slaughtering and cutting hogs; production

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

Slaughtering and cutting hogs; production

of boneless loins

Raw and cooked ribs and other BBQ items

Manufactures bulk and sliced dry sausages

Manufactures bulk and sliced dry sausages

and prosciutto ham

Slaughtering and cutting hogs; fresh and

packaged pork products

Slaughtering and cutting hogs; production

of bacon and processed hams, extra tender
and ground pork
Slaughtering and cutting hogs; production
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 bacon, dry sausage, boneless

cooked hams and refinery products
SMITHFIELD FOODS INC
10-K
06/26/2008

An impairment in the carrying value of goodwill could negatively impact our consolidated results of

Location Segment
Animex Plant Int?l.
Szczecin, Poland

Animex Plant Int?l.

Ilawa, Poland

Animex Plant Int?l.

Starachowice, Poland

Animex Plant Int?l.

Elk, Poland

Morliny Plant Int?l.

Morliny, Poland

Smithfield Procesare Plants Int?l.

Timisoara, Romania

PROPERTIES OF DISCONTINUED OPERATIONS

Packerland Packing Plant
Green Bay, Wisconsin

Packerland Plainwell Plant

Plainwell, Michigan

Sun Land Packing Plant

Tolleson, Arizona

Moyer Packing Plant

Souderton, Pennsylvania

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ely impact our consolidated results of

Operation
Slaughtering and deboning hogs; packaged
and other pork products

Fresh meat and packaged products

Slaughtering and deboning hogs; packaged

and other pork products

Slaughtering and deboning hogs; packaged

and other pork products

Packaged and other pork and beef products

Deboning, slaughtering and rendering

hogs

Slaughtering and cutting cattle; production

of boxed, processed and ground beef

Slaughtering and cutting cattle; production

of boxed, processed and ground beef

Slaughtering and cutting cattle; production

of boxed beef

Slaughtering and cutting cattle; production

of boxed, processed and ground beef
SMITHFIELD FOODS INC
10-K
06/26/2008

BEDFORD FACILITY

Name and Age

C. Larry Pope (53)

Richard J. M. Poulson (69)

Robert W. Manly, IV (55)

Joseph W. Luter, IV (43)

Carey J. Dubois (48)

George H. Richter (63)

Timothy O. Schellpeper (43)

Jerry H. Godwin (61)

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Position
President and Chief
Executive Officer

Executive Vice President

Executive Vice President (1)

Executive Vice President

Vice President and Chief Financial Officer

(1)

President and Chief Operating Officer

of the Pork segment

President of Smithfield Packing

President of Murphy-Brown
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 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.

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. Dubois was elected Vice President and

Chief Financial Officer, effective July
1, 2007. Mr. Dubois served as Corporate
Treasurer from April 2005 to June 2007.
From 2001 to 2005, Mr. Dubois served as Assistant
Treasurer of Bunge Limited responsible
for capital markets and finance.

Mr. Richter was elected President and Chief

Operating Officer of the Pork segment in
April 2008. Mr. Richter served as President
of Farmland Foods from October 2003 to April
2008. Prior to October 2003, he was President
of Farmland Foods? pork division.

Mr. Schellpeper was elected President

of Smithfield Packing in April 2008. He
was Senior Vice President of Operations
at Farmland from August 2005 to April 2008
and Vice President of Logistics at Farmland
from July 2002 to August 2005.

Mr. Godwin was elected President of Murphy-Brown

in April 2001.
SMITHFIELD FOODS INC
10-K
06/26/2008

BEDFORD FACILITY

Name and Age Position

Joseph B. Sebring (61) President of John Morrell

Richard V. Vesta (61) President of Packerland

Holdings and President of Moyer Packing

James C. Sbarro (48) President of Farmland Foods

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Business Experience During Past Five Years

Mr. Sebring has served as President of John

Morrell since May 1994.

Mr. Vesta has served as President of Packerland

Holdings since October 1993 and as President
of Moyer Packing since October 2001.

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.
SMITHFIELD FOODS INC
10-K
06/26/2008

BEDFORD FACILITY

6/30/1905
High Low
First quarter $35.79 $29.87
Second quarter 35.13 27.85
Third quarter 30.75 23.75
Fourth quarter 29.56 24.34

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 6/29/1905
High Low
$29.63 $25.90
30.51 25.67
27.26 24.40
31.50 25.27
SMITHFIELD FOODS INC
10-K
06/26/2008

BEDFORD FACILITY

Period Total Number of

Shares Purchased

January 28 to February 27, 2008 3,263

February 28 to March 27, 2008 ?
March 28 to April 27, 2008 ?

Total 3,263 (1)

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 Average Price Total Number Maximum Number
Paid per Share Of Shares Of Shares that May
Purchased as Part Yet Be Purchased
Of Publicly Under the Plans or
Announced Plans Programs(2)
Or Programs
$26.99 n/a 2,873,430
n/a n/a 2,873,430
n/a n/a 2,873,430

$26.99 n/a 2,873,430 (2)

SMITHFIELD FOODS INC
10-K
06/26/2008

Income Statement

6/30/1905

Statement of Income Data:

Sales $11,351.20
Cost of sales 10,196.60

Gross profit 1,154.60

Selling, general and administrative expenses 813.60
Interest expense 184.80
Equity in (income) loss of affiliates (62.00)
Minority interests 6.20

Income from continuing operations before 212.00

income taxes
Income taxes 72.80

Income from continuing operations 139.20

Income (loss) from discontinued operations, (10.30)
net of tax

Net income $128.90

Income Per Diluted Share:

Continuing operations $1.04
Discontinued operations (0.08)

Net income per diluted share $0.96

Weighted average diluted shares outstanding 134.20

Balance Sheet Data:

Working capital $2,174.00
Total assets 8,867.90
Long-term debt and capital lease obligations 3,474.40
Shareholders? equity 3,048.20

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6/29/1905 6/28/1905
(in millions)

$9,359.30 $8,828.10
8,292.80 7,783.90

1,066.50 1,044.20
686.00 620.90
133.60 117.60
(48.20) (11.50)
6.00 4.10

289.10 313.10

77.20 106.90

211.90 206.20
(45.10) (33.50)

$166.80 $172.70

$1.89 $1.84
(0.40) (0.30)

$1.49 $1.54

111.90 112.00

$1,795.30 $1,597.20
6,968.60 6,177.30
2,838.60 2,299.50
2,240.80 2,028.20
6/27/1905 6/26/1905

$8,983.60 $6,807.70
7,806.10 6,017.70

1,177.50 790.00
595.60 496.10
117.20 109.30
(17.20) 1.00
3.60 2.10

478.30 181.50

162.50 59.10

315.80 122.40
(19.60) 104.70

$296.20 $227.10

$2.81 $1.09
(0.17) 0.94

$2.64 $2.03

112.30 111.70

$1,773.60 $1,346.50
5,773.60 4,828.10
2,137.20 1,682.40
1,901.40 1,598.90
SMITHFIELD FOODS INC
10-K
06/26/2008

BEDFORD FACILITY

6/30/1905 6/29/1905 6/28/1905

(in millions)
Other Operational Data:
Total hogs processed 33.90 26.70 28.50
Packaged meats sales (pounds) 3,363.40 3,073.80 2,703.80
Fresh pork sales (pounds) 4,398.60 3,428.50 3,834.40
Total hogs sold 20.20 14.60 15.00

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 6/27/1905 6/26/1905
llions)

28.60 24.70
2,624.40 2,289.30
3,718.90 3,257.70
15.40 14.50
SMITHFIELD FOODS INC
10-K
06/26/2008

Sales and Cost of Sales

6/30/1905 6/29/1905
(in millions)
Sales $11,351.20 $9,359.30
Cost of sales 10,196.60 8,292.80

Gross profit 1,154.60 1,066.50

Gross profit margin 10 % 11 %

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% Change 6/29/1905 6/28/1905
(in millions)
21 $9,359.30 $8,828.10
23 8,292.80 7,783.90

8 1,066.50 1,044.20

11 % 12 %
% Change

6
7

2
SMITHFIELD FOODS INC
10-K
06/26/2008

Sales and Cost of Sales

6/30/1905
(in millions)
Selling, general and administrative expenses $813.60

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 6/29/1905 % Change 6/29/1905 6/28/1905
llions) (in millions)
$686.00 19 $686.00 $620.90
6/28/1905 % Change

$620.90 10
SMITHFIELD FOODS INC
10-K
06/26/2008

Sales and Cost of Sales

6/30/1905 6/29/1905
(in millions)
Interest expense $184.80 $133.60

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% Change 6/29/1905 6/28/1905 % Change
(in millions)
38 $133.60 $117.60 14
SMITHFIELD FOODS INC
10-K
06/26/2008

Equity in (Income)/Loss of Affiliates

6/30/1905 6/29/1905
(in millions)
Groupe Smithfield ($32.40) ($14.30)
Butterball (23.40) (24.10)
Campofr?o (10.60) (9.50)
Other 4.40 (0.30)

Totals ($62.00) ($48.20)

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 % Change 6/29/1905
(in millions)
127 ($14.30)
(3) (24.10)
12 (9.50)
NM (0.30)

29 ($48.20)
 6/28/1905 % Change
)
$? NM
1.60 NM
(6.60) 44
(6.50) (95)

($11.50) 319
SMITHFIELD FOODS INC
10-K
06/26/2008

Equity in (Income)/Loss of Affiliates

6/30/1905 6/29/1905
Income tax expense (in millions) $72.80 $77.20
Effective tax rate 34 % 27

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 6/28/1905
$106.90
% 34 %
SMITHFIELD FOODS INC
10-K
06/26/2008

Equity in (Income)/Loss of Affiliates

6/30/1905 6/29/1905
(in millions)
Sales $9,627.50 $7,933.90
Operating profit 449.40 218.60

Sales volume
Total
Fresh pork
Packaged meats

Average unit selling price

Average domestic live hog prices(1)

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% Change 6/29/1905 6/28/1905
(in millions)
21 $7,933.90 $7,300.60
106 218.60 147.60

20 ?
29 (12)
10 20

1 8
(7) 4
% Change

9
48
SMITHFIELD FOODS INC
10-K
06/26/2008

Equity in (Income)/Loss of Affiliates

6/30/1905 6/29/1905
(in millions)
Sales $1,224.50 $954.60
Operating profit (loss) 76.90 36.80

Sales volume
Total
Fresh pork
Packaged meats

Average unit selling price

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 % Change 6/29/1905 6/28/1905
(in millions)
28 $954.60 $1,127.40
109 36.80 (16.30)

15
21
?

12
% Change

(15)
326

(9)
6
(30)

(7)
SMITHFIELD FOODS INC
10-K
06/26/2008

Equity in (Income)/Loss of Affiliates

6/30/1905 6/29/1905
(in millions)
Sales $2,399.30 $1,787.00
Operating profit (98.10) 211.40

Head sold

Average domestic live hog prices(1)

Domestic raising costs(2)

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% Change 6/29/1905 6/28/1905
(in millions)
34 $1,787.00 $1,801.30
(146) 211.40 330.00

40

(7)
18
 % Change

(1)
(36)

(3)

4
8
SMITHFIELD FOODS INC
10-K
06/26/2008

Equity in (Income)/Loss of Affiliates

6/30/1905 6/29/1905
(in millions)
Sales $148.80 $132.30
Operating profit 28.20 40.80

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% Change 6/29/1905 6/28/1905
(in millions)
12 $132.30 $149.20
(31) 40.80 42.90
% Change

(11)
(5)
SMITHFIELD FOODS INC
10-K
06/26/2008

Equity in (Income)/Loss of Affiliates

6/30/1905 6/29/1905
(in millions)
Operating loss ($59.60) ($84.90)

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% Change 6/29/1905 6/28/1905
(in millions)
30 ($84.90) ($73.50)
% Change

(16)
SMITHFIELD FOODS INC
10-K
06/26/2008

Equity in (Income)/Loss of Affiliates

6/30/1905

Net cash flows from:

Operating activities $9.60
Investing activities (483.90)
Financing activities 477.30
Discontinued operations (3.80)
Effect of currency exchange rates on cash 0.30

Net change in cash and cash equivalents ($0.50)

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 6/29/1905 6/28/1905
(in millions)

$187.00 $398.70
(735.70) (667.50)
513.80 297.60
2.10 (23.50)
1.20 (0.70)

($31.60) $4.60
SMITHFIELD FOODS INC
10-K
06/26/2008

Group Pens

April 27, 2008

(in millions)
U.S. Credit Facility, expiring August $925.00
7/2/1905
7.00% senior unsecured notes, due August 600.00
7/3/1905
7.75% senior unsecured notes, due July 500.00
7/9/1905
Euro Credit Facility, expiring August 467.90
7/2/1905
7.75% senior unsecured notes, due May 2013 350.00
8.00% senior unsecured notes, due October 300.00
7/1/1905
7.625% senior subordinated notes, repaid ?
February 2008
8.44% senior secured note, payable through 35.00
October 2009
Variable rate senior secured notes (6.74% ?
as of April 29, 2007)
7.89% senior secured notes, payable through 15.00
October 2009
Various, interest rates from 1.68% to 10.0%, 509.40
due May 2008 through May 2043
Fair-value derivative instrument adjustment 0.70
Unamortized debt premium 5.80

Total debt 3,708.80

Current portion (237.60)

Total long-term debt $3,471.20

Total shareholders? equity $3,048.20

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 April 29, 2007
in millions)
$836.00

600.00

341.30

350.00
300.00

182.10

40.00

32.50

25.00

364.20

(2.40)
7.60

3,076.30
(238.20)

$2,838.10

$2,240.80
SMITHFIELD FOODS INC
10-K
06/26/2008

Group Pens

Total

Long-term debt $3,708.80 $23

Interest 913.90
Notes payable 169.30
Capital lease obligations, including 6.30
interest
Operating leases 244.90
Capital expenditure commitments 197.00
Purchase obligations:
Hog procurement(1) 4,161.90
Contract hog growers(2) 1,264.00
Other(3) 894.10

Total $11,560.20 $3,09

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 Payments Due By Period
1-3 Years 3-5 Years >5 Years
(in millions)
$237.60 $1,879.90 $682.80 $908.50
218.00 331.80 164.10
169.30 ? ?
3.30 1.50 0.20

49.90 77.30 50.50

99.00 68.00 30.00

1,631.40 1,187.40 897.50

315.90 408.90 265.70
372.10 176.60 123.70

$3,096.50 $4,131.40 $2,214.50 $2,117.80

>5 Years

$908.50
200.00
?
1.30

67.20
?

445.60
273.50
221.70

$2,117.80
SMITHFIELD FOODS INC
10-K
06/26/2008

Group Pens

April 27, 2008 April 29, 2007

(in millions)
Livestock ($26.50) ($9.30)
Grains (5.60) (4.20)
Energy 4.80 0.10
Interest rates (2.00) (2.40)
Foreign currency (0.30) (2.80)

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SMITHFIELD FOODS INC
10-K
06/26/2008

Interest Rate and Foreign Currency Exchange Risk

April 27, 2008 April 29, 2007

(in millions)
Livestock $160.70 $143.40
Grains 24.70 15.70
Interest rates 2.00 2.50
Foreign currency 1.30 7.60

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SMITHFIELD FOODS INC
10-K
06/26/2008

Interest Rate and Foreign Currency Exchange Risk

Description Judgments and Uncertainties

Derivatives Accounting

See ?Derivative Financial Instruments?

above for a discussion of our derivative
accounting policy.
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Effect if Actual Results Differ
From Assumptions
SMITHFIELD FOODS INC
10-K
06/26/2008

Summary Compensation

ITEM 11. EXECUTIVE COMPENSATION

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SMITHFIELD FOODS INC
10-K
06/26/2008

Beneficial Ownership

ITEM 12.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
SMITHFIELD FOODS INC
10-K
06/26/2008

Interest Rate and Foreign Currency Exchange Risk

Exhibit 2.1 ?

Exhibit 2.2(a) ?

Exhibit 2.2(b) ?

Exhibit 2.2(c) ?

Exhibit 2.3 ?

Exhibit 2.4(a) ?

Exhibit 2.4(b) ?
Exhibit 3.1 ?

Exhibit 3.2 ?

Exhibit 4.1 ?

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xchange Risk

Agreement, dated June 26, 2006, among the

Company, Sara Lee Corporation and Tarval?n
S.L. (incorporated by reference to Exhibit
2.1 of the Company?s Current Report on Form
8-K filed with the SEC on June 30, 2006).

Asset Purchase Agreement, dated July 31,

2006, between ConAgra Foods Packaged Foods
Company, Inc. and the Company (incorporated
by reference to Exhibit 2.1 to the Company?s
Current Report on Form 8-K filed with the
SEC on August 4, 2006).

Amendment, dated October 2, 2006, to Asset

Purchase Agreement between the Company
and ConAgra Foods Packaged Foods Company,
Inc. (incorporated by reference to Exhibit
2.1 to the Company?s Current Report on Form
8-K filed with the SEC on October 5, 2006).

Partial Assignment and Assumption Agreement,

dated October 2, 2006, between the Company
and Butterball, LLC (incorporated by reference
to Exhibit 2.2 to the Company?s Current
Report on Form 8-K filed with the SEC on October
5, 2006).

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, 2006).

Stock Purchase Agreement, dated March

4, 2008, by and among Smithfield Foods,
Inc., and JBS S.A. (incorporated by reference
to Exhibit 2.1 to the Company?s Current
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).

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
by reference to Exhibit 3.1 to the Company?s
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 December

27, 2007, including the Bylaws of the Company,
as amended to date (incorporated by reference
to Exhibit 3.1 to the Company?s Current
Report on Form 8-K filed with the SEC on December
28, 2007).

Indenture between the Company and U.S.

Bank, National Association (successor
to SunTrust Bank, Atlanta) dated February
9, 1998 regarding the issuance by the Company
of $200,000,000 of its subordinated notes
(incorporated by reference to Exhibit
4.8 to the Company?s Current Report on Form
10-Q filed with the SEC on March 17, 1998).

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SMITHFIELD FOODS INC
10-K
06/26/2008

Interest Rate and Foreign Currency Exchange Risk

Exhibit 4.2(a) ?

Exhibit 4.2(b) ?

Exhibit 4.2(c) ?

Exhibit 4.2(d) ?

Exhibit 4.3 ?
Exhibit 4.4 ?

Exhibit 4.5 ?

Exhibit 4.6 ?

Exhibit 4.7(a) ?

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xchange Risk

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
by reference to Exhibit 4.4 to the Company?s
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
secured notes, series I through L (incorporated
by reference to Exhibit 4.1 of the Company?s
Quarterly Report on Form 10-Q filed with
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
secured notes, series I through L (incorporated
by reference to Exhibit 4.2 of the Company?s
Quarterly Report on Form 10-Q filed with
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).

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SMITHFIELD FOODS INC
10-K
06/26/2008

Interest Rate and Foreign Currency Exchange Risk

Exhibit 4.7(b) ?

Exhibit 4.8 ?

Exhibit 4.9 ?

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) ?
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nge Risk

Security Agreement dated as of August 19,

2005 among the Company, the Subsidiary
Guarantors identified therein, and JPMorgan
Chase Bank, N.A., as collateral agent,
relating to the Company?s revolving credit
agreement (incorporated by reference
to Exhibit 4.2 to the Company?s Current
Report on Form 8-K filed with the SEC on August
25, 2005).

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 Societe Generale Corporate & Investment
Banking as lead arrangers, and Societe
Generale as facility agent and security
agent relating to a ?300,000,000 secured
revolving credit facility (incorporated
by reference to Exhibit 4.1 to the Company?s
Current Report on Form 8-K filed with the
SEC on August 28, 2006).

Registration Rights Agreement, dated

May 7, 2007, among the Company and ContiGroup
Companies, Inc. (incorporated by reference
to Exhibit 4.1 to the Company?s Current
Report on Form 8-K filed with the SEC on May
7, 2007).

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).

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
Report on Form 10-K filed with the SEC on
June 28, 2007).

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
Report on Form 10-K filed with the SEC on
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
Report on Form 10-K filed with the SEC on
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
Report on Form 10-K filed with the SEC on
July 11, 2005).

Smithfield Foods, Inc. 2005 Non-Employee

Directors Stock Incentive Plan (incorporated
by reference to Exhibit 10.1 to the Company?s
Current Report on Form 8-K filed with the
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
(incorporated by reference to Exhibit
10.1 to the Company?s Current Report on
Form 8-K filed with the SEC on June 30, 2006).
.
SMITHFIELD FOODS INC
10-K
06/26/2008

Interest Rate and Foreign Currency Exchange Risk

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 21* ?

Exhibit 23.1* ?

Exhibit 31.1* ?

Exhibit 31.2* ?

Exhibit 32.1* ?

Exhibit 32.2* ?
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change Risk

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
to Exhibit 10.3 to the Company?s Current
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
to Exhibit 10.4 to the Company?s Current
Report on Form 8-K filed with the SEC on August
10, 2006).

Consulting Agreement, dated August 30,

2006, by and between the Company and Joseph
W. Luter, III (incorporated by reference
to Exhibit 10.2 to the Company?s Current
Report on Form 8-K filed with the SEC on September
6, 2006).

Compensation for Non-Employee Directors

as of August 30, 2006 (incorporated by reference
to Exhibit 10.3 to the Company?s Current
Report on Form 8-K filed with the SEC on September
6, 2006).
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
by reference to Exhibit 10.1 to the Company?s
Current Report on Form 8-K filed with the
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
10.2 to the Company?s Current Report on
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
reference to Exhibit 10.3 to the Company?s
Current Report on Form 8-K filed with the
SEC on May 22, 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 Carey J. Dubois, 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 Carey J. Dubois, 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.
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SMITHFIELD FOODS INC
10-K
06/26/2008

Interest Rate and Foreign Currency Exchange Risk

Report of Independent Registered Public F-2

Accounting Firm on Internal Control Over
Financial
Reporting

Report of Independent Registered Public F-3

Accounting Firm on Consolidated Financial
Statements

Consolidated Statements of Income for F-4

the Fiscal Years 2008, 2007 and 2006

Consolidated Balance Sheets for the Fiscal F-5

Years 2008 and 2007

Consolidated Statements of Cash Flows F-6

for the Fiscal Years 2008, 2007 and 2006

Consolidated Statements of Shareholders? F-7

Equity for the Fiscal Years 2008, 2007 and
6/28/1905

Notes to Consolidated Financial Statements F-8

Schedule II?Valuation and Qualifying I-1

Accounts

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SMITHFIELD FOODS INC
10-K
06/26/2008

Income Statement

6/30/1905
Sales $11,351.20
Cost of sales 10,196.60

Gross profit 1,154.60

Selling, general and administrative expenses 813.60
Interest expense 184.80
Equity in income of affiliates (62.00)
Minority interests 6.20

Income from continuing operations before 212.00

income taxes
Income taxes 72.80

Income from continuing operations 139.20

Loss from discontinued operations, net (10.30)
of tax of $(2.4), $(25.4) and $(20.0)

Net income $128.90

Income per common share:

Basic?
Continuing operations $1.04
Discontinued operations (0.08)

Net income per basic common share $0.96

Diluted?
Continuing operations $1.04
Discontinued operations (0.08)

Net income per diluted common share $0.96

Weighted average shares?

Weighted average basic shares 133.90
Effect of dilutive stock options 0.30

Weighted average diluted shares 134.20

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Fiscal Years
6/29/1905 6/28/1905
$9,359.30 $8,828.10
8,292.80 7,783.90

1,066.50 1,044.20
686.00 620.90
133.60 117.60
(48.20) (11.50)
6.00 4.10

289.10 313.10

77.20 106.90

211.90 206.20
(45.10) (33.50)

$166.80 $172.70

$1.90 $1.85
(0.41) (0.30)

$1.49 $1.55

$1.89 $1.84
(0.40) (0.30)

$1.49 $1.54

111.70 111.10
0.20 0.90

111.90 112.00
SMITHFIELD FOODS INC
10-K
06/26/2008

Balance Sheet

Fiscal Years
April 27, 2008
ASSETS
Current assets:
Cash and cash equivalents $57.30
Accounts receivable, less allowances 738.10
of $8.1 and $4.9
Inventories 2,278.40
Prepaid expenses 94.00
Other current assets 25.70
Assets of discontinued operations held 656.50
for sale

Total current assets 3,850.00

Property, plant and equipment, net 2,850.00

Goodwill 864.60
Investments 694.60
Intangible assets, net 396.50
Other 212.20

Total assets $8,867.90

LIABILITIES AND SHAREHOLDERS? EQUITY

Current liabilities:
Notes payable $169.30
Current portion of long-term debt and capital 239.70
lease obligations
Accounts payable 589.80
Accrued expenses and other current liabilities 538.80
Liabilities of discontinued operations 138.40
held for sale

Total current liabilities 1,676.00

Long-term debt and capital lease obligations 3,474.40

Deferred income taxes 290.10
Pension and postretirement benefits 193.50
Other 168.80

Total liabilities 5,802.80

Minority interests 16.90

Commitments and contingencies
Shareholders? equity:
Preferred stock, $1.00 par value, 1,000,000 ?
authorized shares
Common stock, $.50 par value, 200,000,000 67.20
authorized shares; 134,398,175 and 112,423,866
issued and outstanding
Additional paid-in capital 1,130.20
Stock held in trust (53.10)
Retained earnings 1,838.50
Accumulated other comprehensive income 65.40

Total shareholders? equity 3,048.20

Total liabilities and shareholders? equity $8,867.90

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Fiscal Years Ended
April 29, 2007

$57.80
592.00

1,731.00
103.20
60.60
619.00

3,163.60

2,189.50
516.60
556.10
357.10
185.70

$6,968.60

$15.20
239.10

455.10
491.00
167.90

1,368.30

2,838.60
236.80
208.90
61.30

4,713.90

13.90
?

56.20

510.10
(52.50)
1,724.80
2.20

2,240.80

$6,968.60
SMITHFIELD FOODS INC
10-K
06/26/2008

Cash Flows

6/30/1905
Cash flows from operating activities:
Net income $128.90
Adjustments to reconcile net cash flows
from operating activities:
Loss from discontinued operations 10.30
Depreciation and amortization 264.20
Deferred income taxes 86.40
Impairment of fixed assets and investments 11.80
Income from equity investments (62.00)
Changes in operating assets and liabilities,
net of effect of acquisitions and discontinued
operations:
Accounts receivable (59.40)
Inventories (425.40)
Accounts payable 91.30
Accrued expenses and other current liabilities (91.40)
Other 54.90

Net cash flows from operating activities 9.60

Cash flows from investing activities:

Capital expenditures, net of proceeds (460.20)
Business acquisitions, net of cash acquired (41.80)
Investments in partnerships and other (6.60)
assets
Proceeds from disposition of Quik-to-Fix ?
Other 24.70

Net cash flows from investing activities (483.90)

Cash flows from financing activities:

Net borrowings (repayments) on notes payable 151.10
Proceeds from issuance of long-term debt 505.60
and capital leases
Net borrowings on long-term credit facilities 226.90
Principal payments on long-term debt and (404.70)
capital lease obligations
Repurchase and retirement of common stock ?
Effect of common stock options 4.20
Debt premium and issuance costs (5.80)

Net cash flows from financing activities 477.30

Cash flows from discontinued operations:
Net cash flows from operating activities 4.40
Net cash flows from investing activities (8.20)
Net cash flows from financing activities ?

Net cash flows from discontinued operations (3.80)

Effect of currency exchange rates on cash 0.30

Net change in cash and cash equivalents (0.50)
Cash and cash equivalents at beginning 57.80
of year

Cash and cash equivalents at end of year $57.30

Supplemental disclosures of cash flow

information:
Interest paid, net of amount capitalized $174.50

Income taxes paid $56.90

Non-cash investing and financing activities:

Common stock issued for acquisition $620.20

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Fiscal Years
6/29/1905 6/28/1905

$166.80 $172.70

45.10 33.50
205.50 187.40
(26.90) (31.20)
7.10 18.40
(48.20) (11.50)

(53.20) 10.10
(148.20) 96.40
70.80 29.60
41.10 (59.40)
(72.90) (47.30)

187.00 398.70

(460.50) (362.30)
(238.70) (321.50)
(69.50) (4.90)

28.20 ?
4.80 21.20

(735.70) (667.50)

(29.10) (3.90)
5.40 244.50

761.40 215.90
(239.20) (151.80)

? (6.80)
15.30 4.80
? (5.10)

513.80 297.60
 14.90 78.90
(20.60) (139.20)
7.80 36.80

2.10 (23.50)

1.20 (0.70)
(31.60) 4.60
89.40 84.80

$57.80 $89.40

$148.20 $150.60

$74.10 $119.10

$? $?
SMITHFIELD FOODS INC
10-K
06/26/2008

Shareholders' Equity

6/30/1905
Common stock?Shares:
Balance, beginning of year 112.40
Stock issued for acquisition 21.70
Exercise of stock options 0.30
Repurchase and retirement of common stock ?

Balance, end of year 134.40

Common stock?Par value:

Balance, beginning of year $56.20
Stock issued for acquisition 10.80
Exercise of stock options 0.20
Repurchase and retirement of common stock ?

Balance, end of year 67.20

Additional paid-in capital:

Balance, beginning of year 510.10
Stock issued for acquisition 609.40
Exercise of stock options 2.70
Stock option expense 2.00
Tax benefit of stock option exercises 1.30
Equity method investee acquisitions of 4.70
treasury shares
Repurchase and retirement of common stock ?

Balance, end of year 1,130.20

Stock held in trust:

Balance, beginning of year (52.50)
Purchase of stock for trust (0.60)

Balance, end of year (53.10)

Retained earnings:
Balance, beginning of year 1,724.80
Adoption of FIN 48 (15.20)
Net income (a) 128.90

Balance, end of year 1,838.50

Accumulated other comprehensive income

(loss):
Balance, beginning of year (b) 2.20
Pension and other post-retirement benefits, (8.50)
net of tax of $(5.4), $0.5 and $0.9
Adjustment to initially apply SFAS 158, ?
net of tax of $(4.3) (d)
Hedge accounting gain, net of tax of $0.1, 0.20
$11.4 and $1.3
Foreign currency translation 85.70
Reclassification adjustments:
Securities, net of tax of $(0.2) ?
Pension and other post-retirement benefits, 4.50
net of tax of $2.8
Hedge accounting gain, net of tax of $(11.4), (18.70)
$(1.3) and $(2.9)

Balance, end of year (c) 65.40

Total shareholders? equity $3,048.20

Total comprehensive income (a?b+c?d) $192.10

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Fiscal Years
6/29/1905 6/28/1905

111.20 111.20
? ?
1.20 0.20
? (0.20)

112.40 111.20

$55.60 $55.60
? ?
0.60 0.10
? (0.10)

56.20 55.60

494.10 496.10
? ?
4.20 3.10
1.30 0.60
10.50 1.00
? ?

? (6.70)

510.10 494.10

(51.80) (8.90)
(0.70) (42.90)

(52.50) (51.80)

1,558.00 1,385.30
? ?
166.80 172.70

1,724.80 1,558.00
 (27.70) (26.70)
0.70 1.70

(6.70) ?

18.70 2.10

19.30 ?

? (0.30)
? ?

(2.10) (4.50)

2.20 (27.70)

$2,240.80 $2,028.20

$203.40 $171.70
SMITHFIELD FOODS INC
10-K
06/26/2008

ON CONSOLIDATED FINANCIAL STATEMENTS

April 27, 2008

(in millions)
Fresh and packaged meats $876.00
Live hogs 982.40
Live cattle 147.10
Manufacturing supplies 83.80
Other 189.10
Fair value derivative instrument adjustment ?

Total inventories $2,278.40

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 April 29, 2007
llions)
$667.00
595.10
260.30
65.60
141.90
1.10

$1,731.00
SMITHFIELD FOODS INC
10-K
06/26/2008

ON CONSOLIDATED FINANCIAL STATEMENTS

Useful Life April 27, 2008

(Years)
Land $304.10
Buildings and improvements 20-40
Machinery and equipment 5-20
Breeding stock 2

Accumulated depreciation

Construction in progress

Property, plant and equipment, net $2,850.00

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April 27, 2008 April 29, 2007
(in millions)
$304.10 $203.60
1,830.00 1,375.30
1,831.50 1,501.60
187.00 129.50

4,152.60 3,210.00
(1,482.80) (1,235.90)

2,669.80 1,974.10
180.20 215.40

$2,850.00 $2,189.50
SMITHFIELD FOODS INC
10-K
06/26/2008

ON CONSOLIDATED FINANCIAL STATEMENTS

Useful Life April 27, 2008

(Years)
Amortized intangible assets:
Customer relations assets 15-16 $13.30
Patents, rights and leasehold interests 5-25
Contractual relationships 22
Accumulated amortization?intangible
assets

Amortized intangible assets, net

Unamortized intangible assets:
Trademarks Indefinite
Permits Indefinite

Intangible assets, net $396.50

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pril 27, 2008 April 29, 2007
(in millions)

$13.30 $12.00
10.90 10.90
33.10 ?
(10.90) (8.10)

46.40 14.80

343.70 342.30
6.40 ?

$396.50 $357.10
SMITHFIELD FOODS INC
10-K
06/26/2008

ON CONSOLIDATED FINANCIAL STATEMENTS

Segment

Groupe Smithfield S.L. (Groupe Smithfield) International

Campofr?o Alimentaci?n S. A. (Campofr?o) International
Butterball, LLC (Butterball) Other
Agroindustrial del Noroeste (Norson) International
Granjas Carroll de Mexico (Granjas) International
Other

Total investments

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% Owned April 27, 2008 April 29, 2007
(in millions)
50 % $283.90 $206.80
24 205.40 148.40
49 80.40 69.40
50 46.70 47.90
50 29.30 31.20
48.90 52.40

$694.60 $556.10
SMITHFIELD FOODS INC
10-K
06/26/2008

ON CONSOLIDATED FINANCIAL STATEMENTS

Segment 6/30/1905

Groupe Smithfield International ($32.40)

Butterball Other
Campofr?o International
All other equity method investments Various

Equity in income of affiliates ($62.00)

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6/30/1905 6/29/1905 6/28/1905
(in millions)
($32.40) ($14.30) $?
(23.40) (24.10) 1.60
(10.60) (9.50) (6.60)
4.40 (0.30) (6.50)

($62.00) ($48.20) ($11.50)

SMITHFIELD FOODS INC
10-K
06/26/2008

ON CONSOLIDATED FINANCIAL STATEMENTS

6/30/1905 6/29/1905
(in millions)
Income statement information:
Sales $3,104.50 $1,558.70
Gross profit 390.20
Net income 112.60

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 6/29/1905 6/28/1905
in millions)

$1,558.70 $156.50
302.00 5.10
42.10 1.10
SMITHFIELD FOODS INC
10-K
06/26/2008

ON CONSOLIDATED FINANCIAL STATEMENTS

April 27, 2008 April 29, 2007

(in millions)
Balance sheet information:
Current assets $975.30 $835.80
Long-term assets 1,285.70
Current liabilities 766.70
Long-term liabilities 820.50

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April 29, 2007

$835.80
1,032.20
517.20
803.60
SMITHFIELD FOODS INC
10-K
06/26/2008

NOTE 2: ACQUISITIONS, DISPOSITIONS, FACILITY CLOSURES AND INFREQUENT ITEMS

(in millions)
Current assets $237.50
Property, plant and equipment 427.20
Goodwill 310.60
Intangible assets 45.70
Other 9.20

Total assets acquired 1,030.20

Current liabilities 86.40

Long-term debt 125.40
Other 146.00

Total liabilities assumed 357.80

Net assets acquired $672.40

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SMITHFIELD FOODS INC
10-K
06/26/2008

NOTE 2: ACQUISITIONS, DISPOSITIONS, FACILITY CLOSURES AND INFREQUENT ITEMS

April 27, 2008

(in millions)
Accounts receivable, net $110.10
Non-cattle inventories 89.00
Prepaids 3.40
Other current assets 5.20
Property, plant and equipment, net 143.90
Goodwill 115.90
Investments 158.60
Intangible assets 8.10
Other 3.70

Assets of discontinued operations held $637.90

for sale

Accounts payable $69.40

Accrued expenses and other current liabilities 45.30
Other 18.40

Liabilities of discontinued operations $133.10

held for sale

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SMITHFIELD FOODS INC
10-K
06/26/2008

NOTE 3: DEBT

April 27, 2008

(in millions)
U.S. Credit Facility, expiring August $925.00
7/2/1905
7.00% senior unsecured notes, due August 600.00
7/3/1905
7.75% senior unsecured notes, due July 500.00
7/9/1905
Euro Credit Facility, expiring August 467.90
7/2/1905
7.75% senior unsecured notes, due May 2013 350.00
8.00% senior unsecured notes, due October 300.00
7/1/1905
7.625% senior subordinated notes, repaid ?
February 2008
8.44% senior secured note, payable October 35.00
7/1/1905
Variable rate senior secured notes (6.74% ?
as of April 29, 2007)
7.89% senior secured notes, payable through 15.00
October 2009
Various, interest rates from 1.19% to 10.0%, 509.40
due May 2008 through May 2043
Fair-value derivative instrument adjustment 0.70
Unamortized debt premium 5.80

Total debt 3,708.80

Current portion (237.60)

Total long-term debt $3,471.20

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 April 29, 2007
in millions)
$836.00

600.00

341.30

350.00
300.00

182.10

40.00

32.50

25.00

364.20

(2.40)
7.60

3,076.30
(238.20)

$2,838.10
SMITHFIELD FOODS INC
10-K
06/26/2008

NOTE 3: DEBT

Fiscal Year
(in millions)
7/1/1905 $237.60
7/2/1905 380.60
7/3/1905 1,499.30
7/4/1905 656.50
7/5/1905 26.30
Thereafter 908.50

Total debt $3,708.80

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SMITHFIELD FOODS INC
10-K
06/26/2008

NOTE 4: INCOME TAXES

6/30/1905 6/29/1905
(in millions
Current tax expense (benefit):
Federal ($21.00) $8
State 2.50
Foreign 4.90

(13.60)

Deferred tax expense (benefit):

Federal 85.90
State (0.10)
Foreign 0.60

86.40

Total income taxes $72.80 $7

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 6/29/1905 6/28/1905
(in millions)

$82.80 $115.30
15.00 19.40
6.30 3.40

104.10 138.10

(8.80) (18.90)
(2.40) (5.70)
(15.70) (6.60)

(26.90) (31.20)

$77.20 $106.90
SMITHFIELD FOODS INC
10-K
06/26/2008

NOTE 4: INCOME TAXES

6/30/1905
Federal income taxes at statutory rate 35.00 %
State income taxes, net of federal tax benefit (0.20)
Foreign income taxes 7.60
Export benefit ?
Tax credits (5.50)
Net change in uncertain tax positions (2.40)
Other (0.20)

34.30 %

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6/29/1905 6/28/1905
35.00 % 35.00 %
2.50 2.30
(7.40) 1.70
(1.50) (3.30)
(3.20) (0.80)
? ?
1.30 (0.80)

26.70 % 34.10 %
SMITHFIELD FOODS INC
10-K
06/26/2008

NOTE 4: INCOME TAXES

April 27, 2008

(in millions)

Deferred tax assets:

Pension liabilities $40.10
Employee benefits 26.10
Tax credits, carryforwards and net operating 27.30
losses
Accrued expenses 71.00
Other 24.20

$188.70

Deferred tax liabilities:

Property, plant and equipment $262.30
Accounting method change 15.60
Investments in subsidiaries 44.10
Intangible assets 94.80
Derivatives 53.80

$470.60

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 April 29, 2007
llions)

$36.90
28.80
11.80

33.90
14.10

$125.50

$182.50
31.40
22.60
52.00
4.30

$292.80
SMITHFIELD FOODS INC
10-K
06/26/2008

NOTE 4: INCOME TAXES

(in millions)
Balance as of April 30, 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

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SMITHFIELD FOODS INC
10-K
06/26/2008

NOTE 5: ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

April 27, 2008

(in millions)
Payroll and related benefits $220.90
Self-insurance reserves 104.50
Other 213.40

Total accrued expenses and other current $538.80

liabilities

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 April 29, 2007
llions)
$150.30
95.60
245.10

$491.00
SMITHFIELD FOODS INC
10-K
06/26/2008

NOTE 5: ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

6/30/1905 6/29/1905
Expected annual volatility 27 % 26 %
Dividend yield 0 % 0 %
Expected option life (years) 8 8
Risk free interest rate 4.80 % 4.75 %

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6/28/1905
35 %
0 %
8
3.30 %
SMITHFIELD FOODS INC
10-K
06/26/2008

NOTE 5: ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Number of Weighted Average

Shares Exercise Price

Outstanding as of April 29, 2007 1,417,100 $23.29

Granted 236,500
Exercised (197,500)
Forfeited (25,000)

Outstanding as of April 27, 2008 1,431,100

Exercisable as of April 27, 2008 587,600

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eighted Average Weighted Average Aggregate Intrinsic
Exercise Price Remaining Value (in millions)
Contractual Term
(Years)
$23.29
32.40
13.94
28.10

26.00 5.90 $3.50

17.83 3.10 $6.30

SMITHFIELD FOODS INC
10-K
06/26/2008

NOTE 5: ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Net income, as reported (in millions) $172.70

Pro forma net income (in millions) 170.00
Net income per share, as reported:
Basic $1.55
Diluted 1.54
Pro forma net income per share:
Basic $1.53
Diluted 1.52

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SMITHFIELD FOODS INC
10-K
06/26/2008

Stock Held in Trust

6/30/1905
(in millions)
Foreign currency translation $132.40
Hedge accounting (5.10)
Pension and other post-retirement benefits (61.90)

Accumulated other comprehensive income $65.40

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 6/29/1905
in millions)
$46.70
13.40
(57.90)

$2.20
SMITHFIELD FOODS INC
10-K
06/26/2008

NOTE 7: DERIVATIVE FINANCIAL INSTRUMENTS

April 27, 2008 April 29, 2007

(in millions)
Livestock ($26.50) ($9.30)
Grains (5.60) (4.20)
Energy 4.80 0.10
Interest rates (2.00) (2.40)
Foreign currency (0.30) (2.80)

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SMITHFIELD FOODS INC
10-K
06/26/2008

NOTE 8: PENSION AND OTHER RETIREMENT PLANS

April 27, 2008

(in millions)
Change in benefit obligation:
Benefit obligation at beginning of year $1,048.70
Service cost 28.90
Interest cost 64.10
Plan amendment 1.90
Benefits paid (59.00)
Acquisitions 2.80
Actuarial (gain) loss (61.50)

Benefit obligation at end of year 1,025.90

Change in plan assets:

Fair value of plan assets at beginning of 860.90
year
Actual return on plan assets (2.40)
Employer contributions 47.80
Benefits paid (59.00)

Fair value of plan assets at end of year 847.30

Funded status ($178.60)

Amounts recognized in the consolidated

balance sheet consist of:
Accrued benefit liability ($168.40)
Noncurrent pension asset 0.70
Current pension liability (10.90)

Net amount recognized at end of year ($178.60)

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 April 29, 2007
in millions)

$1,000.60
23.60
61.00
0.20
(56.50)
?
19.80

1,048.70

792.40

86.90
38.10
(56.50)

860.90

($187.80)

($179.00)
0.90
(9.70)

($187.80)
SMITHFIELD FOODS INC
10-K
06/26/2008

NOTE 8: PENSION AND OTHER RETIREMENT PLANS

April 27, 2008 April 29, 2007

(in millions)
Projected benefit obligation $989.40 $1,040.90
Accumulated benefit obligation 947.10
Fair value of plan assets 810.10

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April 29, 2007

$1,040.90
979.70
852.10
SMITHFIELD FOODS INC
10-K
06/26/2008

NOTE 8: PENSION AND OTHER RETIREMENT PLANS

April 27, 2008

(in millions)
Unrecognized actuarial loss ($114.00)
Unrecognized prior service credit 7.50

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 April 29, 2007
s)
($107.80)
9.40
SMITHFIELD FOODS INC
10-K
06/26/2008

NOTE 8: PENSION AND OTHER RETIREMENT PLANS

6/30/1905 6/29/1905
(in millions)
Service cost $28.90 $2
Interest cost 64.10
Expected return on plan assets (70.60)
Net amortization 8.10

Net periodic cost $30.50 $2

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 6/29/1905 6/28/1905
in millions)
$23.60 $23.50
61.00 55.20
(64.80) (62.20)
8.30 7.80

$28.10 $24.30
SMITHFIELD FOODS INC
10-K
06/26/2008

NOTE 8: PENSION AND OTHER RETIREMENT PLANS

6/30/1905
Discount rate to determine net periodic 6.25 %
benefit cost
Discount rate to determine benefit obligation 6.90 %
Expected return on plan assets 8.25 %
Rate of compensation increase 4.00 %

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6/29/1905 6/28/1905
6.25 % 5.75 %

6.25 % 6.25 %
8.25 % 8.25 %
4.00 % 4.00 %
SMITHFIELD FOODS INC
10-K
06/26/2008

NOTE 8: PENSION AND OTHER RETIREMENT PLANS

April 27, 2008 April 29, 2007

Asset category:
Equity securities 67 % 68 %
Debt securities 30 30
Alternative assets 3 2

Total 100 % 100 %

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 Target Range

46-64 %
25-64
0-5
SMITHFIELD FOODS INC
10-K
06/26/2008

NOTE 8: PENSION AND OTHER RETIREMENT PLANS

Fiscal Year
(in millions)
7/1/1905 $61.80
7/2/1905 64.30
7/3/1905 66.50
7/4/1905 59.20
7/5/1905 62.70
2014?2018 368.40

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SMITHFIELD FOODS INC
10-K
06/26/2008

NOTE 9: LEASE OBLIGATIONS, COMMITMENTS AND GUARANTEES

Fiscal Year
(in millions)
7/1/1905 $49.90
7/2/1905 43.20
7/3/1905 34.10
7/4/1905 26.80
7/5/1905 23.70
Thereafter 67.20

Total $244.90

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SMITHFIELD FOODS INC
10-K
06/26/2008

NOTE 12: REPORTING SEGMENTS

6/30/1905 6/29/1905 6/28/1905

Packaged meats 57 % 59 % 50 %
Fresh pork 41 39 48
Other products(1) 2 2 2

100 % 100 % 100 %

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SMITHFIELD FOODS INC
10-K
06/26/2008

NOTE 12: REPORTING SEGMENTS

6/30/1905 6/29/1905 6/28/1905

Packaged meats 41 % 34 % 56 %
Fresh pork 19 23 19
Other products(1) 40 43 25

100 % 100 % 100 %

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SMITHFIELD FOODS INC
10-K
06/26/2008

NOTE 12: REPORTING SEGMENTS

6/30/1905

Segment Profit Information

Sales:
Segment sales?
Pork $9,627.50
International 1,224.50
HP 2,399.30
Other 148.80

Total segment sales 13,400.10

Intersegment sales?
Pork (53.30)
International (58.20)
HP (1,937.40)

Total intersegment sales (2,048.90)

Consolidated sales $11,351.20

Depreciation and amortization:

Pork $136.80
International 21.20
HP 102.10
Other 0.40
Corporate 3.70

Consolidated depreciation and amortization $264.20

Interest expense:
Pork $86.20
International 21.60
HP 35.80
Other 0.30
Corporate 40.90

Consolidated interest expense $184.80

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 6/29/1905 6/28/1905
(in millions)

$7,933.90 $7,300.60
954.60 1,127.40
1,787.00 1,801.30
132.30 149.20

10,807.80 10,378.50

(31.20) (47.20)
(43.80) (42.40)
(1,373.50) (1,460.80)

(1,448.50) (1,550.40)

$9,359.30 $8,828.10

$126.30 $104.90
18.60 24.30
55.80 51.10
0.50 0.60
4.30 6.50

$205.50 $187.40

$72.80 $49.30
14.80 16.90
5.40 19.30
(0.20) 1.30
40.80 30.80

$133.60 $117.60
SMITHFIELD FOODS INC
10-K
06/26/2008

NOTE 12: REPORTING SEGMENTS

6/30/1905

Equity in (income) loss of affiliates:

Pork ($2.30)
International (46.50)
HP 10.60
Other (23.80)
Corporate ?

Consolidated equity in income of affiliates ($62.00)

Operating profit (loss):

Pork $449.40
International 76.90
HP (98.10)
Other 28.20
Corporate (59.60)

Consolidated operating profit 396.80

Interest expense (184.80)

Income from continuing operations before $212.00

income taxes

Segment Asset Information

Assets:
Pork $2,864.80
International 1,420.00
HP 3,095.30
Other 300.00
Corporate 531.30
Assets of discontinued operations held 656.50
for sale

Consolidated assets $8,867.90

Investments:
Pork $13.50
International 529.60
HP 33.00
Other 88.50
Corporate 30.00
Consolidated investments $694.60

Capital expenditures, net of proceeds:

Pork $167.50
International 43.70
HP 233.70
Other ?
Corporate 15.30
Discontinued operations 13.50

Consolidated capital expenditures, net $473.70

of proceeds

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 6/29/1905 6/28/1905
(in millions)

($1.40) ($1.30)
(25.40) (6.60)
3.10 (4.30)
(24.50) 1.10
? (0.40)

($48.20) ($11.50)

$218.60 $147.60
36.80 (16.30)
211.40 330.00
40.80 42.90
(84.90) (73.50)

422.70 430.70

(133.60) (117.60)

$289.10 $313.10

$2,463.20 $2,163.30
1,024.30 929.30
1,875.20 1,579.70
401.70 406.80
585.20 416.60
619.00 681.60

$6,968.60 $6,177.30

$13.20 $10.90
401.50 191.70
36.10 49.30
77.70 53.20
27.60 24.00
 $556.10 $329.10

$201.30 $218.80
68.30 112.40
190.30 29.90
? 0.10
0.60 1.10
19.00 38.40

$479.50 $400.70
SMITHFIELD FOODS INC
10-K
06/26/2008

NOTE 12: REPORTING SEGMENTS

Pork

Balance, April 30, 2006 $266.00

Acquisitions(1) 3.00
Contributions on formation of joint venture(2) ?
Purchase price adjustment(3) (75.20)
Other goodwill adjustments(4) ?

Balance, April 29, 2007 193.80

Acquisitions(5) 32.80
Other goodwill adjustments(4) (6.80)

Balance, April 27, 2008 $219.80

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Int?l. HP Other
(In millions)
$143.20 $176.30 $19
3.00 ?
(34.00) ?
? ?
15.40 (0.60)

127.60 175.70
6.10 276.30
38.70 0.90

$172.40 $452.90 $19

Other Total

$19.50 $605.00
? 6.00
? (34.00)
? (75.20)
? 14.80

19.50 516.60
? 315.20
? 32.80

$19.50 $864.60
SMITHFIELD FOODS INC
10-K
06/26/2008

NOTE 12: REPORTING SEGMENTS

6/30/1905 6/29/1905
(in millions)
Sales:
U.S. $10,136.20 $7,715.50
International 1,215.00 1,643.80

Total sales $11,351.20 $9,359.30

Long-lived assets:
U.S. $3,409.50 $2,625.90
International 1,608.40 1,179.10

Total long-lived assets $5,017.90 $3,805.00

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6/28/1905

$7,731.80
1,096.30

$8,828.10

$2,418.40
838.20

$3,256.60
SMITHFIELD FOODS INC
10-K
06/26/2008

NOTE 13: QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

First

Fiscal 2008
Sales $2,616.70

Gross profit 280.80

Income from continuing operations 56.60
Income (loss) from discontinued operations, (2.00)
net of tax
Net income 54.60
Net income 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

Fiscal 2007
Sales $2,149.00
Gross profit 255.20
Income from continuing operations 42.80
Loss from discontinued operations, net (18.10)
of tax
Net income 24.70
Net income per common share(1)
Basic
Continuing $0.38
Discontinued (0.16)

Net income per basic common share $0.22

Diluted
Continuing $0.38
Discontinued (0.16)

Net income per diluted common share $0.22

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Second Third
(in millions, except per share data)

$2,747.00 $3,119.10

287.10 380.70
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

$2,176.60 $2,644.30
247.30 277.10
49.10 68.20
(4.50) (7.80)

44.60 60.40

$0.44 $0.61
(0.04) (0.07)

$0.40 $0.54

$0.44 $0.61
(0.04) (0.07)

$0.40 $0.54
Fourth Fiscal Year

$2,868.40 $11,351.20

206.00 1,154.60
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

$2,389.40 $9,359.30
286.90 1,066.50
51.80 211.90
(14.70) (45.10)

37.10 166.80

$0.46 $1.90
(0.13) (0.41)

$0.33 $1.49

$0.46 $1.89
(0.13) (0.40)

$0.33 $1.49
SMITHFIELD FOODS INC
10-K
06/26/2008

Campofrioacute;/Groupe Smithfield

Column A Column B
Description Balance at
Beginning
of Year
Reserve for uncollectible accounts receivable:
Fiscal year ended April 27, 2008 $4.90
Fiscal year ended April 29, 2007 8.90
Fiscal year ended April 30, 2006 12.70

Reserve for obsolete inventory:

Fiscal year ended April 27, 2008 $13.40
Fiscal year ended April 29, 2007 11.90
Fiscal year ended April 30, 2006 8.40

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 Column C Additions
Charged Other Acquisition
to Income Accounts Reserves(1)

$2.70 $0.40 $1.00

2.40 (1.90) ?
1.30 (0.60) 0.30

$8.70 $0.10 $0.10

4.10 0.40 ?
3.50 ? 1.00
 Column D Column E
Deductions Balance at
End
of Year

($0.90) $8.10
(4.50) 4.90
(4.80) 8.90

($6.10) $16.20
(3.00) 13.40
(1.00) 11.90
SMITHFIELD FOODS INC
10-K
06/26/2008

NO TITLE

NAME OF SUBSIDIARY
814 Americas, Inc.
ADA Premium Beef Co., Inc.
Agri AI Sp. z.o.o.
AGRI PLUS Sp. z.o.o.
AGRI PLUS WIELKOPOLSKA S.A.
AGRI Sp. z o.o.
Agri Vet Sp. z.o.o.
Agrofarms S. de R.L. de C.V.
Agroindustrial Servicios en Administracion
S. de R.L. de C.V.
Agroindustrial Servicios Gerenciales
S. de R.L. de C.V.
Animex Fish Sp. z o.o.
Animex Grupa Drobiarska Sp. z o.o.
Animex Grupa Paszowa S.A.
Animex Grupa Surowcowa Sp. z.o.o.
ANIMEX Holding Sp. z o.o.
Animex-Krakowskie Zaklady Pierzarskie
Sp. z o.o.
Animex Pasze Sp. z o.o.
Animex Sp. z o.o.
Animex Zaklady Drobiarskie S.A.
Animpol S.A.
Armour-Eckrich Meats LLC
Beef Production LLC
Best Solutions LLC
Bialostockie Zaklady Drobiarskie Sp.
z.o.o
BioEnergy Systems, LLC
Brown?s Farms, LLC
Brown?s of Carolina LLC
Brown?s Realty Partnership
Calf Source, LLC
Carroll?s Foods LLC
Carroll?s Foods of Brazil, LLC
Carroll?s Foods of Mexico LLC
Carroll?s Foods of Virginia LLC

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JURISDICTION OF ORGANIZATION
Delaware
Delaware
Poland
Poland
Poland
Poland
Poland
Mexico
Mexico

Mexico

Poland
Poland
Poland
Poland
Poland
Poland

Poland
Poland
Poland
Poland
Delaware
Wisconsin
Delaware
Poland

Delaware
Delaware
Delaware
North Carolina
Wisconsin
Delaware
North Carolina
Delaware
Delaware
SMITHFIELD FOODS INC
10-K
06/26/2008

NO TITLE

Carroll?s Realty Partnership North Carolina

Cattle Production Systems, Inc. Delaware
Central Plains Farms LLC Delaware
Chief Milling Partners, Inc. North Carolina
Circle Four Farms, LLC North Carolina
Circle Four LLC Delaware
Cold Field Investments, LLC Delaware
Colorado Boar Stud LLC Delaware
Cook?s Hams, Inc. Delaware
Crystal Peak Environmental LLC Delaware
Crystal Peak Technologies LLC Delaware
Cumberland Gap Provision Company Delaware
Duplin Marketing Company, LLC North Carolina
Farmland Distribution Inc. Delaware
Farmland Foods, Inc. Delaware
FASSA S. de R.L. de C.V. Mexico
Ferma Kraplewice Sp. z.o.o. Poland
Frigorifico Agropecuaria Sonorense S. Mexico
de R.L. de C.V.
Grayson Plant, Inc. Delaware
Grupa Animex S.A. Poland
Gwaltney Transportation Co., Inc. Delaware
Henry?s Hickory House, LLC Delaware
Ilawskie Zaklady Drobiarskie ?Ekodrob? Poland
S.A.
Industrias Agrofarms S. de R.L. de C.V. Mexico
Iowa Quality Meats, Ltd. Iowa
John Morrell & Co. Delaware
JonMor Investments, Inc. Delaware
KC2 Real Estate LLC Delaware
L&S Farms Delaware
LPC Transport Inc. Delaware
Lundy International Inc. Delaware
M-B Farmland LLC Delaware
MF Cattle Feeding, Inc. Colorado
MF Energy, LLC Delaware
MF Resale Company Delaware
MOPAC of Virginia, Inc. Virginia
Morena Expert S.R.L. Romania
Moyer Distribution LLC Delaware
Moyer International Sales Corp. Delaware
Murphy-Brown Holdings LLC Delaware
Murphy-Brown LLC Delaware
Murphy Farms LLC Delaware
Murphy Farms of Texahoma, Inc. Oklahoma
Norson Holding, S. de R.L. de C.V. Mexico
North Side Foods Corp. Delaware

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SMITHFIELD FOODS INC
10-K
06/26/2008

NO TITLE

North Side Investments, Inc. Delaware

NPD Investments, Inc. Delaware
NPD (USA) Texas LLC Delaware
Packerland Distribution LLC Delaware
Packerland Transport, Inc. Delaware
PatCud Investments, Inc. Delaware
Patrick Cudahy Incorporated Delaware
PC Express, Inc. Delaware
PEK (London) Ltd. United Kingdom
Pirin Agri S.R.L. Romania
Pork Plus, LLC North Carolina
PR Anirol Sp. z.o.o. Poland
Premium Pet Health, LLC Delaware
Premium Standard Farms, LLC Delaware
Prestage-Stoecker Farms, Inc. Iowa
Prima Farms Sp. z o.o. Poland
Promotora Comercial Alpro S. de R.L. de Mexico
C.V.
QTF Liquidation Corp. Delaware
Quarter M Farms LLC Delaware
RGB Farms LLC North Carolina
RMH Foods, Inc. Delaware
RMH Foods, LLC Delaware
Semilem SRL Romania
SF Holding Sp. z o.o. Poland
SF Investments, Inc. Delaware
SFDS Global Holdings B.V. Netherlands
SFFC, Inc. Delaware
Showcase Foods, Inc. Delaware
Simoni Investments, LLC Delaware
Skippack Creek Corporation Delaware
Smithfield Asia Holdings, Ltd. U.S. Virgin Islands
Smithfield Beef Group, Inc. Delaware
Smithfield Beef Group-Green Bay, Inc. Delaware
Smithfield Beef Group-Plainwell Delaware
Smithfield Beef Group-Premium Gold, LLC Colorado
Smithfield Beef Group-Souderton, Inc. Pennsylvania
Smithfield Beef Group-Tolleson, Inc. Arizona
Smithfield Bioenergy LLC Delaware
Smithfield Capital Europe, B.V. Netherlands
Smithfield Capital Trust I Delaware
Smithfield-Carroll?s Farms Virginia
Smithfield Culinary Foods Group, LLC Delaware
Smithfield Deli Group, Inc. Delaware
Smithfield Ferme S.R.L. Romania
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SMITHFIELD FOODS INC
10-K
06/26/2008

NO TITLE

Smithfield Foods de Mexico, S. de R.L. de Mexico

C.V.
Smithfield Foods GmbH Germany
Smithfield Foods Group Ltd. United Kingdom
Smithfield Foods International Inc. Delaware
Smithfield Foods Ltd. United Kingdom
Smithfield Global Products, Inc. Delaware
Smithfield Innovations Group, LLC Delaware
Smithfield Insurance Co. Ltd. Bermuda
Smithfield International Investments, Delaware
Inc.
Smithfield Marketing Sub, Inc. Delaware
Smithfield Processare S.R.L. Romania
Smithfield Prod S.R.L. Romania
Smithfield Purchase Corporation North Carolina
Smithfield Romania S.R.L. Romania
Smithfield Service Co., Inc. Delaware
Smithfield Trading Company, Inc. Delaware
Smithfield Transportation Co., Inc. Delaware
Stefano Foods, Inc. North Carolina
The Smithfield Inn Corporation Virginia
The Smithfield Packing Company, Incorporated Delaware
Valleydale Transporation Co., Inc. Delaware
Wilmington Bulk, LLC North Carolina
Zaklady Miesne ?ANIMEX? S.A. Poland
Zaklady Miesne ?Mazury? w Elku S.A. Poland

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