8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 17, 2009

SMITHFIELD FOODS, INC.

Virginia	1-15321	52-0845861
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 Commerce Street Smithfield, Virginia	23430
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (757) 365-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 – Financial Information

Item 2.02 Results of Operations and Financial Condition.

On February 17, 2009, C. Larry Pope, President and Chief Executive Officer of Smithfield Foods, Inc. (the “Company”), and Robert W. Manly IV, Executive Vice President and Chief Financial Officer of the Company, will make a presentation discussing the Company at the Consumer Analyst Group of New York Conference 2009 in Boca Raton, Florida.  The presentation, which will be webcast, is scheduled to begin at 5:30 p.m., U.S. Eastern time.  The slides used in the presentation are furnished hereto as Exhibit 99.1.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Slides to be used in the Company’s presentation at the Consumer Analyst Group of New York Conference in Boca Raton, Florida on February 17, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SMITHFIELD FOODS, INC.
Date: February 17, 2009	/s/ Michael H. Cole
	Michael H. Cole
	Vice President, Chief Legal Officer and Secretary

EXHIBIT INDEX

Exhibit 99.1 Slides to be used in the Company’s presentation at the Consumer Analyst Group of New York Conference 2009 in Boca Raton, Florida on February 17, 2009.

EX-99.1

C. Larry Pope

President and Chief Executive Officer

Robert W. Manly

Executive Vice President and Chief Financial Officer

Smithfield Foods, Inc.

February 17, 2009

2

Forward-Looking Statements

This presentation contains “forward-looking” statements within the meaning of the federal
securities laws. The forward-looking statements include statements concerning the
Company’s outlook for the future, as well as other statements of beliefs, future plans and
strategies or anticipated events, and similar expressions concerning matters that are not
historical facts. The Company’s forward-looking information and statements are subject to
risks and uncertainties that could cause actual results to differ materially from those
expressed in, or implied by, the statements. These risks and uncertainties include the
availability and prices of live hogs, raw materials, fuel and supplies, food safety, livestock
disease, live hog production costs, product pricing, the competitive environment and
related market conditions, hedging risk, operating efficiencies, changes in interest rate and
foreign currency exchange rates, changes in our credit ratings, access to capital, the
investment performance of the Company’s pension plan assets and the availability of
legislative funding relief, the cost of compliance with environmental and health standards,
adverse results from on-going litigation, actions of domestic and foreign governments,
labor relations issues, credit exposure to large customers, the ability to make effective
acquisitions and dispositions and successfully integrate newly acquired businesses into
existing operations, the Company’s ability to effectively restructure portions of its
operations and achieve cost savings from such restructurings and other risks and
uncertainties described in the Company’s Annual Report on Form 10-K for fiscal 2008 and
in its subsequent Quarterly Reports on Form 10-Q. Readers are cautioned not to place
undue reliance on forward-looking statements because actual results may differ materially
from those expressed in, or implied by, the statements. Any forward-looking statement that
the Company makes speaks only as of the date of such statement, and the Company
undertakes no obligation to update any forward-looking statements, whether as a result of
new information, future events or otherwise. Comparisons of results for current and any
prior periods are not intended to express any future trends or indications of future
performance, unless expressed as such, and should only be viewed as historical data.

3

Agenda

C. Larry Pope

1.What we have been doing

Robert W. Manly

2.Pork Group restructuring plan

3.Financial implications

4

Agenda

C. Larry Pope

4.Current market conditions

5.Bottom line

6.   Appendix - - Background

•Who we are

•Exports

What we have
been doing

6

Smithfield’s Past Record of Success

•Growth through acquisitions

•Timely purchases of often distressed assets

•Turnarounds with minimal corporate
restructuring

•Organization emphasized entrepreneurial
independence

7

Financial Strategies for
Today and Tomorrow

•Focus on ROIC: business unit, plant, product
category

•Deleverage the balance sheet

•Manage liquidity

•Focus on integration, not acquisitions

•Manage capital expenditures

8

Operating Strategies for
Today and Tomorrow

•Focus on improving core packaged meats and fresh
pork margins

•Restructure Pork Division for higher performance

•Shed non-core or under-performing businesses

•Consolidate Western European presence into
premier packaged meats company

•Manage hog production for least cost

9

February 2008	Initial Five Percent Reduction of Smithfield U.S. Sow Herd	Reduction of 50,000 sows and production of one million fewer market hogs annually by fiscal 2010
April 2008	Senior Management Changes	Strengthened overall management team to improve operations and financial performance
July 2008	$400 Million Convertible Senior Notes Due 2013	Replaced bridge loans with permanent financing

Date

Action

Impact

Proactively Managing the Business

10

July 2008	Sale of 4.95 Percent of Shares to China's COFCO Limited	Improved liquidity and created long term relationship with one of China’s leading trading companies
October 2008	Sale of Beef Processing and Cattle Feeding Operations to JBS	Significantly improved liquidity and refocused on core business
December 2008	Second Five Percent Reduction of Smithfield U.S. Sow Herd	Total reduction of 100,000 sows and production of two million fewer market hogs annually by fiscal 2010

Date

Action

Impact

Proactively Managing the Business

11

December 2008	Merger of Campofrío and Groupe Smithfield	Formed leading European packaged meats company and monetized joint venture into publicly-traded company
February 2009	Successfully Negotiated New Covenant Amendments	Ensured financial stability through bottom of hog cycle
February 2009	Pork Group Restructuring	$125 million in estimated annual EBT improvement by fiscal 2011

Date

Action

Impact

Proactively Managing the Business

Pork Group
restructuring plan

13

Pork Group Restructuring Plan

•Streamline Pork Group structure by reorganizing
management team under George Richter

•Consolidate seven IOC’s into three and close seven
processing plants

•Merge three fresh pork sales organizations into two
and consolidate three overseas export teams into
one to improve efficiency and reduce SG&A

•Consolidate manufacturing platform to improve
margins and lower costs by increasing plant
utilization from 81 percent to 87 percent

14

The
Smithfield
Packing
Company,
Inc.

John
Morrell &
Co.

Farmland
Foods,
Inc.

Patrick
Cudahy,
Inc.

North
Side
Foods
Corp.

Stefano
Foods,
Inc.

Smithfield
RMH
Foods,
LLC

The
Smithfield
Packing
Company,
Inc.

John
Morrell &
Co.

Farmland
Foods,
Inc.

AFTER

BEFORE

Pork Group Organizational Structure

Financial
implications

16

Annual EBT improvement	$125 million
Plant consolidation capital requirements	$53 million
One time expenses	$37 million
Asset write-off	$73 million

Estimated Financial Impact of
Pork Group Restructuring

17

Restructuring will
result in EBT
improvement by
reducing
overhead, SG&A,
and variable
manufacturing
costs

Details of Financial Impact

18

Packaged Meats Margin Growth

19

Smithfield has
improved
liquidity by
more than $650
million plus
retirement of
$200 million in
long term debt
since the fourth
quarter of fiscal
2008

Note: Amounts reflect additional borrowing capacity at quarter end and do not include cash
balances reflected on balance sheet

Improved Liquidity

20

FY09 3Q	1.6:1
FY09 4Q	1.2:1
FY10 1Q	1.35:1
FY10 2Q	1.35:1
FY10 3Q	2.0:1
FY10 4Q to maturity	3.0:1

New Covenant Amendments in Place

•Interest coverage covenant

•Estimated increase in annual interest expense of $20
-25 million and amendment fees of $12 million

21

•Reduced debt
by $600 million
since the
fourth quarter
of fiscal 2008

•Goal is to
reduce debt to
total
capitalization
to below 50%

Debt to Total Capitalization

Current market

conditions

23

Domestic Market Conditions

•Recession is hurting overall protein demand

–How much, which proteins, and which products is
not fully apparent

•Current government ethanol policy continues
to plague protein producers by raising input
costs that can not easily be passed on

24

– Foodservice to retail	Smithfield mix 25/75
– White table cloth to quick service restaurant	QSR higher volume
– Trade down the brand ladder	Smithfield’s strength is “value brands”

Domestic Market Conditions

•Consumer trends friendly to Smithfield

25

Note: ISM hog prices and industry raising costs are based on the futures curve on 02/06/09

Hog Production Industry Forecast

26

International Situation Analysis

•Smithfield remains optimistic on exports

–Pork production declining worldwide

–Production in several major importing countries
declining

–Production in major exporting countries declining

–U.S. pork prices are cheap

27

Note: Week ending January 24, 2009

U.S. pork prices
are among the
lowest on the
worldwide market

World Pork Prices

28

U.S. exports of pork
and pork variety meats
continue to increase
year over year

Source: USDAForeign Agricultural Service (FAS)

U.S. Monthly Pork Exports

29

Note: January FY2009 five weeks versus January FY2008 and January FY2007 four weeks

Smithfield fresh pork
exports continue at
near year ago levels

Smithfield Fresh Pork Exports

30

Rank	Country	2008 Production (billion lbs)	Projected change 2008 to 2009
1	China/HK	96.6	0%
2	EU-27	49.2	-6%
3	United States	23.5	-4%
4	Brazil	6.7	-1%
5	Russian Federation	4.5	4%
6	Vietnam	4.1	-3%
7	Canada	4.1	-10%
8	Japan	2.7	-5%
9	Philippines	2.6	-5%
10	Mexico	2.5	-9%
	Other	14.9	0%
Total		213.2	-2%

• Top ten producing
countries account for
93% of worldwide
production

• With exception of
China and Russia,
world pork production
is shrinking

• China is "officially"
projecting a 3%
increase, our estimate
is no annual growth

Source: USDAForeign Agricultural Service (FAS) and Smithfield internal estimates

Top Ten Worldwide Pork Producers

Bottom line

32

Bottom Line

•Input costs have declined in both the hog production
and pork processing businesses and are expected to
remain below year ago levels

–Corn and soybean meal - lower raising costs

–Oil - - lower transportation, overhead, and packaging costs

•Worldwide protein supplies are shrinking

–U.S. - - Pork -4%, Chicken -6% to -8%, Turkey -5% to -10%,
Beef - -3% to -5%

–Worldwide - - Pork -2%

33

Bottom Line

•Reduced debt by $600 million and improved
liquidity by more than $650 million since the fourth
quarter of fiscal 2008 to strengthen the balance
sheet

•Shed non-core beef and cattle feeding businesses

•Restructuring Pork Group to streamline reporting
structure and improve annual EBT by $125 million

•Highest priority on integrating prior acquisitions
and improving margins and ROIC, rather than
making acquisitions

34

Bottom Line

•Monetized our investment in Western Europe and
consolidated the businesses into one publicly-
traded major packaged meats company

•Reduced our U.S. sow herd by ten percent to
reduce exposure and improve efficiency

•Market conditions appear to be moving in the right
direction with lower input costs, lower protein
supplies, and stronger than expected pork exports

•We believe that fiscal 2010 should be a better year
than the current year despite impact of current
recession

Appendix - -

Background

Who we are

38

Hog Production*

Sales: $2.4 billion

Operating Loss:
$(98.1) million

•World’s largest hog
producer

•Produced 19 million
hogs domestically in
FY08

•Produced 1.6 million
hogs in Poland and
Romania in FY08

*Note: Fiscal 2008 sales and operating loss

Source: United States Industry Data Successful Farming

1 The majority of hogs from Prestage Farms and Goldsboro Hog Farm are sold to
Smithfield Foods, Inc. under long-term contract

2 Approximate market shares of Five Producers: Cargill=2%; Iowa Select Farms=2%; The
Pipestone System=1%; Goldsboro Hog Farm=1%; The Hanor Company=1%; Total=8%

#1

Market Leader: Hog Production

39

Pork*

Sales: $9.6 billion

Operating Profit:
$449.4 million

•World’s largest pork
processor

•Processed 31 million
hogs in FY08

•Sold approximately
4.0 billion pounds of
fresh pork in FY08

•Sold approximately
3.1 billion pounds of
packaged meats in
FY08

*Note: Fiscal 2008 sales and operating profit

Source: United States Industry Data Successful Farming

#1

Market Leader: Pork

40

Other Segment*

Sales: $149 million

Operating Profit:
$28.2 million

•Comprised of turkey
production operations
and Butterball joint
venture

•Butterball is the
largest turkey
processor in the U.S.

•Butterball processed
54 million turkeys in
FY08

*Note: Fiscal 2008 sales and operating profit

Source: United States Industry Data Successful Farming

1 49 percent-owned joint venture

#1

Market Leader: Turkey Processing

41

International*

Sales: $1.2 billion

Operating Profit:
$76.9 million

•Subsidiaries in
Poland, Romania and
the United Kingdom

•37% ownership of
Campofrío Food Group
(public company) with
production facilities in
Belgium, France, Italy,
The Netherlands,
Portugal and Spain

•Joint ventures or
major investments in
Mexico and China

*Note: Fiscal 2008 sales and operating profit

Market Leadership: International

42

1 Pro-forma combined figure as of December 2007

2 Based on February 6, 2009 closing price

Campofrío Food Group -
Dominant Brands

•Leading European packaged meats company, and one of the
largest worldwide with sales of €2.1 billion1

•Smithfield owns 37% of publicly-traded company

•Current market value of approximately $400 million2

•#1 packaged meats market share in

–France

–Spain

–The Netherlands

–Belgium

–Portugal

Exports

44

Rank	Country	2008 Imports (billion lbs)	Imports % of Domestic Production	Projected Change in Domestic Production
1	Japan	2.8	100%	-5%
2	Russian Federation	2.1	46%	4%
3	China/HK	1.9	2%	0%
4	Mexico	1.2	47%	-9%
5	Korea	1.0	43%	-2%
	Other	3.9	-	-
Total		12.8	-	-

•Top five pork importers account for 70% of all
international pork trade

•Imports account for a substantial portion of
domestic consumption, except for China

•Three of the top five importers are experiencing
reductions in domestic production

Source: USDAForeign Agricultural Service (FAS) and Smithfield internal estimates

Top Five Worldwide Pork Importers

45

Rank	Country	2008 Exports (billion lbs)	Projected change 2008 to 2009
1	United States	5.3	-4%
2	EU-27	3.4	-6%
3	Canada	2.4	-10%
4	Brazil	1.5	-1%
5	China/HK	0.4	0%
	Other	0.7	-
Total		13.6	-

•Top five pork
exporters account for
95% of all
international pork
trade

•With exception of
China, all exporters
have shrinking
domestic production

Source: USDAForeign Agricultural Service (FAS) and Smithfield internal estimates

Top Five Worldwide Pork Exporters