8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 24, 2004

SMITHFIELD FOODS, INC.

(Exact name of registrant as specified in its charter)

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

Item 9. Regulation FD Disclosure.

On February 26, 2004, Smithfield Foods, Inc. (the “Registrant”) intends to provide certain financial information regarding the Registrant at an analyst conference. A copy of this information is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 12. Results of Operations and Financial Condition.

On February 24, 2004, the Registrant issued a press release announcing its earnings for the third quarter of fiscal 2004, which ended February 1, 2004. The information contained in the press release, which is attached as Exhibit 99.2 to this report, is incorporated herein by reference. See also “Item 9. Regulation FD Disclosure” above.

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 26, 2004	/s/  Daniel G. Stevens
	Daniel G. Stevens Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit 99.1	Certain financial information regarding the Registrant.
Exhibit 99.2	Press release, dated as of February 24, 2004, announcing the Registrant’s earnings for the third quarter of fiscal 2004, which ended February 1, 2004.

EX-99.1

Financial Summary

(Unaudited)

(9 mos) (9 mos)

(In millions, except per share data) FY 1999 FY 2000 FY 2001 FY 2002 FY 2003 FY 2003 FY 2004

Sales 1 $ 3,530.0 $ 4,511.0 $ 5,123.7 $ 6,604.9 $ 7,135.4 $ 5,384.9 $ 6,745.0

Net Income 94.9 75.1 223.5 196.9 26.3 21.2 104.4

Net Income—adjusted 2 94.9 75.1 174.9 192.7 26.3 21.2 104.4

Diluted earnings per share:

Continuing Operations $ 1.10 $            .69 $ 1.95 $ 1.70 $            .11 $            .07 $            .82

Net Income $ 1.16 $            .76 $ 2.03 $ 1.78 $            .24 $            .19 $            .94

Continuing Operations—adjusted 2 $ 1.10 $            .69 $ 1.51 $ 1.66 $            .11 $            .07 $            .82

Net Income—adjusted 2 $ 1.16 $            .76 $ 1.59 $ 1.74 $            .24 $            .19 $            .94

EBITDA 3 237.2 283.5 473.8 519.9 262.6 196.0 354.4

EBITDA        % 6.7% 6.3% 9.2% 7.9% 3.7% 3.6% 5.3%

1 From continuing operations

2 Fiscal 2001 net income, continuing operations per share and net income per share are adjusted to exclude a net of tax gain of $45.2 million, or $.41 per diluted share, from the sale of IBP, inc. common stock and a net of tax gain of $3.4 million, or $.03 per diluted share, from the sale of a plant. Fiscal 2002 net income and continuing operations per share and net income per share are adjusted to exclude a net of tax gain of $4.2 million, or $.04 per diluted share, from the sale of IBP, inc. common stock.

3 See EBITDA Reconciliation at Appendix I

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Operating Profit by Segment

Before Corporate Overhead (in millions)

(9 mos) (9 mos)

FY 00 FY 01 FY 02 FY 03 FY 03 FY 04

Pork $ 96.2 $ 103.9 $ 148.0 $ 178.1 $ 128.6 $ 124.5

Beef - - 10.0 77.4 59.9 79.4

Other 10.4 10.0 20.6 16.2 16.8 12.0

Hog Production Group 99.6 281.3 266.6 (108.0) (83.3) 53.7

$ 206.2 $ 395.2 $ 445.2 $ 163.7 $ 122.0 $ 269.6

2

Appendix I: EBITDA Reconciliation

(Unaudited)

(9 mos) (9 mos)

(In millions, except per share data) FY 1999 FY 2000 FY 2001 FY 2002 FY 2003 FY 2003 FY 2004

EBITDA $ 237 $ 283 $ 474 $ 520 $ 263 $ 196 $ 354

Add / (Subtract)

Provision for Income Tax (45) (40) (129) (116) (5) (4) (47)

Interest Expense, Net (38) (67) (82) (89) (88) (68) (87)

Depreciation and Amortization (64) (108) (128) (134) (158) (116) (129)

Gain on the sale of IBP, inc.

Common Stock - - 79 7 - -

Income from Continuing Operations 90 68 214 188 12 8 91

Discontinued Operations 5 7 9 9 14 13 13

Net Income $ 95 $ 75 $ 223 $ 197 $ 26 $ 21 $ 104

EBITDA represents income from continuing operations before interest expense, income taxes, depreciation and amortization and the gain on the sale of IBP, inc. common stock. EBITDA is not intended to be a substitute for measures under U.S. generally accepted accounting principles, and the items excluded in determining EBITDA are significant components in understanding and assessing financial performance. EBITDA should not be considered as an alternative to operating earnings, income from continuing operations, net income or net cash provided by operating activities or as a measure of our ability to meet our cash needs.

3 Source: Company filings

EX-99.2

Smithfield

FOR IMMEDIATE RELEASE

Smithfield Foods Reports Sharply Improved

Third Quarter Earnings

Smithfield, Virginia (February 24, 2004)—Smithfield Foods, Inc. (NYSE: SFD) today announced net income for the third quarter of fiscal 2004, ended February 1, of $46.1 million, or $.41 per diluted share, versus net income of $5.3 million, or $.05 per diluted share, last year. Results in the quarter were adversely affected by $11 million in costs and inefficiencies in the beef segment related to the market impact of a reported case of BSE in Washington state. Additionally, results in the quarter include $7.5 million in financing costs related to a short-term bridge loan obtained to finance the purchase of Farmland Foods, pending receipt of cash proceeds from the sale of Schneider Corporation.

Third quarter sales were $2.7 billion versus $1.8 billion last year. This year’s fiscal third quarter and year to date results include 14 weeks and 40 weeks, respectively, compared with 13 weeks and 39 weeks in the prior year.

Earnings from continuing operations, excluding Schneider Corporation results, were $42.1 million, or $.38 per diluted share, compared with $2.9 million, or $.03 per diluted share, a year ago. On September 25, Smithfield announced a definitive agreement to sell Schneider to Maple Leaf Foods Inc. The sale, which is subject to regulatory approval, is expected to close before the end of the company’s fiscal year. For the year to date, earnings from continuing operations were $91.6 million, or $.82 per diluted share, versus $7.7 million, or $.07 per diluted share, last year.

On October 28, Smithfield Foods acquired substantially all of the assets of Farmland Foods, the pork production and processing business of Farmland Industries, Inc. The results of Farmland’s pork processing operations are included in the company’s pork segment. Results of their hog raising operations are included in Smithfield’s Hog Production Group.

Following are the company’s sales and operating profit from continuing operations by segment:

(in millions)	14 Weeks Ended February 1, 2004			13 Weeks Ended January 26, 2003			40 Weeks Ended February 1, 2004			39 Weeks Ended January 26, 2003
Sales
Pork	$	1,844.2		$	1,071.4		$	4,134.4		$	3,148.0
Beef		600.0			536.6			1,865.4			1,621.6
Hog Production		340.1			258.5			979.8			755.7
Other		207.1			177.9			573.2			492.8
		2,991.4			2,044.4			7,552.8			6,018.1
Intersegment		(287.7	)		(234.3	)		(807.8	)		(633.2	)
Total Sales	$	2,703.7		$	1,810.1		$	6,745.0		$	5,384.9
Operating Profit(Loss)
Pork	$	99.6		$	75.7		$	124.5		$	128.6
Beef		7.4			18.0			79.4			59.9
Hog Production		(7.8	)		(64.0	)		53.7			(83.3	)
Other		13.6			9.2			12.0			16.8
Corporate		(15.2	)		(11.8	)		(43.9	)		(41.8	)
Total Operating Profit	$	97.6		$	27.1		$	225.7		$	80.2

The sharply higher earnings in the third quarter were due primarily to substantially improved results at the company’s hog production operations related to a 19 percent increase in live hog market prices and inclusion of the results of Farmland.

Pork segment operating profit increased 32 percent, primarily the result of the inclusion of Farmland. Excluding Farmland and the extra week of sales, fresh pork volume grew six percent and processed meats and prepared foods volume rose three percent. Fresh pork margins and processed meats margins weakened as a result of the substantial increase in raw material costs that could not be fully passed on in product pricing.

“We are very pleased with our third quarter results particularly given the down turn in beef profits following the BSE incident in late December,” said Joseph W. Luter, III, Chairman and Chief Executive Officer. “Hog prices have improved as we anticipated, and our overall processing business is very strong.”

“As well, we are very pleased with the early results of Farmland. Farmland president George Richter and his team have added a new dimension to the Smithfield Foods organization. As we expected, Farmland has been immediately accretive to our earnings and we fully expect Farmland to be a significant contributor to our overall pork results going forward,” said Mr. Luter.

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The company noted that the addition of Farmland’s strong processed meats brand names has substantially expanded Smithfield’s retail market share in bacon, lunchmeats and breakfast sausage. Smithfield’s emphasis on growing the value-added sector continued during the quarter. In the prepared foods category, dinner entrees and pre-cooked sausage grew at double-digit rates, adjusting for recent acquisitions and the extra week of sales, as did other processed meats categories, such as deli meats and dry sausage.

Operating profit in the beef segment was well below a year ago and declined over 80 percent from the second quarter. Following the announcement in December of the discovery of a single case of BSE in Washington state and the resulting drop in the cattle and beef markets, the company’s beef operations recognized inventory losses of $7.7 million. Additionally, due to a lack of available market cattle in the weeks following the announcement, the company incurred operating inefficiencies in its beef plants totaling approximately $3.3 million as the result of sharply reduced operating levels.

Although the Hog Production Group recorded a modest loss, results improved by $56 million versus a year ago, as live hog market prices averaged over $36 per hundredweight, compared with just under $31 last year. Raising costs remained about the same as last year and the second quarter. For the first nine months, the HPG reported a dramatic swing in profitability of $137 million.

A recovery in market conditions in the United States turkey industry and improved processed meats results in the company’s Polish and French operations were responsible for the considerably higher results in the company’s other segment.

“Our hog production operations have been profitable recently,” said Mr. Luter. “Demand for pork remains strong and our operations are healthy, in spite of rising raw material costs. Our processed meats businesses continue to gain market share and grow as we continue our focus on using all our raw materials internally as well as increasing our share of the fully cooked and prepared foods categories. Although the beef industry will run at a lower operating rate for the next few months, the outlook for Smithfield as a whole for the remainder of fiscal 2004 is very good. We expect a very favorable year-to-year comparison for the fourth quarter and all indications are that fiscal 2005 should be a very good year for Smithfield Foods,” he said.

With annualized sales of $9 billion, Smithfield Foods is the leading processor and marketer of fresh pork and processed meats in the United States, as well as the largest producer of hogs. For more information, please visit www.smithfieldfoods.com.

3

This news release may contain “forward-looking” information within the meaning of the federal securities laws. The forward-looking information may 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 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 availability and prices of livestock, raw materials and supplies, livestock costs, livestock disease, food safety, product pricing, the competitive environment and related market conditions, ability to make and successfully integrate acquisitions, operating efficiencies, access to capital, the cost of compliance with environmental and health standards, adverse results from ongoing litigation and actions and approvals of domestic and foreign governments.

###

Contact:

Jerry Hostetter

Smithfield Foods, Inc.

(212) 758-2100

jerryhostetter@smithfieldfoods.com

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CONSOLIDATED STATEMENTS OF INCOME

SMITHFIELD FOODS, INC. AND SUBSIDIARIES

(Unaudited)

(In millions, except per share data)	14 Weeks Ended February 1, 2004		13 Weeks Ended January 26, 2003		40 Weeks Ended February 1, 2004		39 Weeks Ended January 26, 2003
Sales	$	2,703.7	$	1,810.1	$	6,745.0	$	5,384.9
Cost of sales		2,435.5		1,660.3		6,098.7		4,926.1
Gross profit		268.2		149.8		646.3		458.8
Selling, general and administrative expenses		170.6		122.7		420.6		378.6
Interest expense		33.7		23.3		86.9		68.5
Income from continuing operations before income taxes		63.9		3.8		138.8		11.7
Income taxes		21.8		0.9		47.2		4.0
Income from continuing operations		42.1		2.9		91.6		7.7
Income from discontinued operations, net of tax		4.0		2.4		12.8		13.5
Net income	$	46.1	$	5.3	$	104.4	$	21.2
Income per common share:
Basic:
Continuing operations	$	.38	$	.03	$	.83	$	.07
Discontinued operations		.04		.02		.12		.12
Net income	$	.42	$	.05	$	.95	$	.19
Diluted:
Continuing operations	$	.38	$	.03	$	.82	$	.07
Discontinued operations		.03		.02		.12		.12
Net income	$	.41	$	.05	$	.94	$	.19
Average common shares outstanding:
Basic		110.7		109.4		110.1		109.6
Diluted		111.5		110.9		111.5		111.1

Note: Depreciation expense for the prior year has been reclassified into cost of sales and selling, general and administrative expenses, as appropriate.

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