10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 28, 2012

COMMISSION FILE NUMBER 1-15321

SMITHFIELD FOODS, INC.

200 Commerce Street

Smithfield, Virginia 23430

(757) 365-3000

Virginia	52-0845861
(State of Incorporation)	(I.R.S. Employer Identification Number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  x    No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x

At November 29, 2012, 138,696,747 shares of the registrant's Common Stock ($.50 par value per share) were outstanding.

SMITHFIELD FOODS, INC.

TABLE OF CONTENTS

		PAGE
	PART I-FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Consolidated Condensed Statements of Income—Three and Six Months Ended October 28, 2012 and October 30, 2011	3
	Consolidated Condensed Statements of Comprehensive Income—Three and Six Months Ended October 28, 2012 and October 30, 2011	4
	Consolidated Condensed Balance Sheets—October 28, 2012 and April 29, 2012	5
	Consolidated Condensed Statements of Cash Flows—Six Months Ended October 28, 2012 and October 30, 2011	6
	Notes to Consolidated Condensed Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	37
	PART II-OTHER INFORMATION
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	39
Item 5.	Other Information	39
Item 6.	Exhibits	39
SIGNATURES		40

2

PART I—FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

SMITHFIELD FOODS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(in millions, except per share data)

	Three Months Ended						Six Months Ended
	October 28, 2012			October 30, 2011			October 28, 2012			October 30, 2011
	(unaudited)						(unaudited)
Sales	$	3,225.8		$	3,312.6		$	6,317.1		$	6,406.8
Cost of sales	2,848.5			2,893.0			5,607.6			5,580.1
Gross profit	377.3			419.6			709.5			826.7
Selling, general and administrative expenses	205.7			200.8			406.8			439.5
Income from equity method investments	(6.7		)	(5.9		)	(7.4		)	(10.7		)
Operating profit	178.3			224.7			310.1			397.9
Interest expense	41.5			44.2			84.0			92.3
Loss on debt extinguishment	120.7			6.4			120.7			7.6
Income before income taxes	16.1			174.1			105.4			298.0
Income tax expense	5.2			53.4			32.8			95.2
Net income	$	10.9		$	120.7		$	72.6		$	202.8
Net income per share:
Basic	$	.07		$	.74		$	.48		$	1.24
Diluted	$	.07		$	.74		$	.48		$	1.23
Weighted average shares outstanding:
Basic	148.4			162.4			151.4			164.1
Effect of dilutive shares	0.7			1.1			0.8			1.1
Diluted	149.1			163.5			152.2			165.2

See Notes to Consolidated Condensed Financial Statements

3

SMITHFIELD FOODS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

	Three Months Ended						Six Months Ended
	October 28, 2012			October 30, 2011			October 28, 2012			October 30, 2011
	(unaudited)						(unaudited)
Net income	$	10.9		$	120.7		$	72.6		$	202.8
Other comprehensive income (loss):
Foreign currency translation	49.5			(88.9		)	(34.6		)	(133.2		)
Pension accounting	8.0			3.6			16.2			7.1
Hedge accounting	(28.9		)	(10.5		)	30.3			(38.6		)
Total other comprehensive income (loss)	28.6			(95.8		)	11.9			(164.7		)
Total comprehensive income	$	39.5		$	24.9		$	84.5		$	38.1

See Notes to Consolidated Condensed Financial Statements

4

SMITHFIELD FOODS, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(in millions, except share data)

	October 28, 2012			April 29, 2012
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	123.6		$	324.3
Accounts receivable, net	740.2			624.7
Inventories	2,504.3			2,072.4
Prepaid expenses and other current assets	289.1			277.6
Total current assets	3,657.2			3,299.0
Property, plant and equipment, net	2,264.0			2,277.2
Goodwill	780.4			768.2
Investments	519.9			522.6
Intangible assets, net	392.7			381.8
Other assets	174.7			173.4
Total assets	$	7,788.9		$	7,422.2
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt and capital lease obligations	$	498.9		$	63.5
Accounts payable	515.9			415.8
Accrued expenses and other current liabilities	597.1			657.0
Total current liabilities	1,611.9			1,136.3
Long-term debt and capital lease obligations	1,851.7			1,900.9
Other liabilities	1,045.0			995.0
Redeemable noncontrolling interests	12.0			2.0
Commitments and contingencies
Equity:
Shareholders' equity:
Preferred stock, $1.00 par value, 1,000,000 authorized shares	—			—
Common stock, $.50 par value, 500,000,000 authorized shares; 146,941,530 and 157,408,077 issued and outstanding	73.5			78.7
Additional paid-in capital	1,461.2			1,561.0
Stock held in trust	(67.4		)	(67.9		)
Retained earnings	2,299.4			2,326.4
Accumulated other comprehensive loss	(499.0		)	(510.9		)
Total shareholders’ equity	3,267.7			3,387.3
Noncontrolling interests	0.6			0.7
Total equity	3,268.3			3,388.0
Total liabilities and equity	$	7,788.9		$	7,422.2

See Notes to Consolidated Condensed Financial Statements

5

SMITHFIELD FOODS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(in millions)

	Six Months Ended
	October 28, 2012			October 30, 2011
	(unaudited)
Cash flows from operating activities:
Net income	$	72.6		$	202.8
Adjustments to reconcile net cash flows from operating activities:
Depreciation and amortization	117.7			122.3
Loss (gain) on sale of property, plant and equipment, including breeding stock	10.4			(25.3		)
Income from equity method investments	(7.4		)	(10.7		)
Pension expense	48.0			28.6
Pension contributions	(8.6		)	(132.1		)
Changes in operating assets and liabilities and other, net	(423.2		)	(251.9		)
Net cash flows from operating activities	(190.5		)	(66.3		)
Cash flows from investing activities:
Capital expenditures	(127.7		)	(139.4		)
Business acquisition, net of cash acquired	(23.1		)	—
Net (expenditures) proceeds from breeding stock transactions	(13.4		)	9.9
Proceeds from the sale of property, plant and equipment	10.7			4.8
Net cash flows from investing activities	(153.5		)	(124.7		)
Cash flows from financing activities:
Proceeds from the issuance of long-term debt	1,019.2			—
Principal payments on long-term debt and capital lease obligations	(711.4		)	(124.1		)
Net proceeds from revolving credit facilities and notes payable	66.7			176.0
Repurchase of common stock	(212.3		)	(110.6		)
Change in cash collateral	—			23.9
Debt issuance costs and other	(17.9		)	(10.9		)
Net cash flows from financing activities	144.3			(45.7		)
Effect of foreign exchange rate changes on cash	(1.0		)	(1.6		)
Net change in cash and cash equivalents	(200.7		)	(238.3		)
Cash and cash equivalents at beginning of period	324.3			374.7
Cash and cash equivalents at end of period	$	123.6		$	136.4

See Notes to Consolidated Condensed Financial Statements

6

SMITHFIELD FOODS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. You should read these statements and notes in conjunction with the audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the fiscal year ended April 29, 2012. The information reflects all normal recurring adjustments which we believe are necessary to present fairly the financial position and results of operations for all periods included.

Smithfield Foods, Inc., together with its subsidiaries (the “Company,” “we,” “us” or “our”), is the largest hog producer and pork processor in the world. We are also the leader in numerous packaged meats categories with popular brands including Farmland®, Smithfield®, Eckrich®, Armour® and John Morrell®. We produce and market a wide variety of fresh meat and packaged meats products both domestically and internationally. We conduct our operations through four reportable segments: Pork, Hog Production, International and Corporate, each of which is comprised of a number of subsidiaries, joint ventures and other investments.

The three months ended October 28, 2012 correspond to the second quarter of fiscal 2013 and the three months ended October 30, 2011 correspond to the second quarter of fiscal 2012.

Net Income per Share

We present dual computations of net income per share. The basic computation is based on weighted average common shares outstanding during the period. The diluted computation reflects the potentially dilutive effect of common stock equivalents, such as stock options and performance share units, during the period. We excluded stock options for approximately 2.1 million and 1.8 million shares for the three months ended October 28, 2012 and October 30, 2011, respectively, and 2.1 million and 1.8 million shares for the six months ended October 28, 2012 and October 30, 2011, respectively, from the diluted computation because their effect would have been anti-dilutive.

Recently Issued Accounting Pronouncements

In July 2012, the Financial Accounting Standards Board (FASB) issued new accounting guidance on testing indefinite-lived intangible assets for impairment. The new guidance provides an entity the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. If it is not, no further analysis is required. If it is, the previously prescribed test is required. The new guidance is effective for fiscal years beginning after September 15, 2012 with early adoption permitted. The adoption of this guidance is not expected to impact our consolidated condensed financial statements.

NOTE 2: ACQUISITION

American Skin Food Group, LLC

In September 2012 (fiscal 2013), we acquired a 70% controlling interest in American Skin Food Group, LLC (American Skin) for $23.3 million in cash. The purchase price is subject to post-closing adjustments for differences in American Skin's calendar 2012 earnings and working capital at closing from agreed-upon targets.

Located in Burgaw, North Carolina, American Skin manufactures and supplies pork rinds to the snack food industry. By leveraging our coordinated sales and marketing team, we believe American Skin can expand into new markets both domestically and internationally, which could substantially increase current sales of approximately $25 million and net income of $3 million annually over the next five to seven years with minimal additional plant investment.

7

The acquisition of American Skin was accounted for in the Pork segment using the acquisition method of accounting, which requires, among other things, that assets acquired, liabilities assumed and noncontrolling interests in the acquiree be recognized at their fair values as of the acquisition date. The following table summarizes the fair values of the assets acquired, liabilities assumed and noncontrolling interests recognized as of the date of acquisition for American Skin:

	(in millions)
Cash and cash equivalents	$	0.2
Accounts receivable, net	2.0
Inventories	0.7
Property, plant and equipment, net	3.4
Intangible assets, net	12.4
Goodwill	15.1
Assets acquired	33.8
Accounts payable	0.5
Liabilities assumed	0.5
Noncontrolling interests	10.0
Purchase price	$	23.3

Intangible assets acquired include customer relationship assets, contractual rights and trademarks with fair values of $9.7 million, $2.6 million and $0.1 million, respectively. The customer relationship assets and contractual rights will be amortized over useful lives of 15 years and 12 years, respectively. The trademarks are not subject to amortization.

Goodwill was recognized to reflect the amount of the enterprise fair value that exceeded the fair value of the identifiable assets acquired and liabilities assumed. The amount of goodwill that is expected to be deductible for tax purposes is $10.5 million.

The fair value of the noncontrolling interests was measured based on market multiples for similar public companies and consideration of the terms of the acquisition, which provide the noncontrolling interest holders the right to exercise a put option, which would obligate us to redeem their interests. The redemption amount is based on a fixed multiple of earnings, which is consistent with the formula utilized in determining the purchase price for our 70% interest.

Due to the potential post-closing purchase price adjustments noted above, the amounts recognized for goodwill, including the related tax deductible portion, and noncontrolling interests are subject to change.

NOTE 3: INVENTORIES

Inventories consist of the following:

	October 28, 2012		April 29, 2012
	(in millions)
Livestock	$	1,119.7	$	962.8
Fresh and packaged meats	1,028.7		912.1
Grains	241.3		90.4
Manufacturing supplies	61.3		59.1
Other	53.3		48.0
Total inventories	$	2,504.3	$	2,072.4

8

NOTE 4: DERIVATIVE FINANCIAL INSTRUMENTS

Our meat processing and hog production operations use various raw materials, primarily live hogs, corn and soybean meal, which are actively traded on commodity exchanges. We hedge these commodities when we determine conditions are appropriate to mitigate price risk. While this hedging may limit our ability to participate in gains from favorable commodity fluctuations, it also tends to reduce the risk of loss from adverse changes in raw material prices. We attempt to closely match the commodity contract terms with the hedged item. We also periodically enter into interest rate swaps to hedge exposure to changes in interest rates on certain financial instruments and foreign exchange forward contracts to hedge certain exposures to fluctuating foreign currency rates.

We record all derivatives in the balance sheet as either assets or liabilities at fair value. Accounting for changes in the fair value of a derivative depends on whether it qualifies and has been designated as part of a hedging relationship. For derivatives that qualify and have been designated as hedges for accounting purposes, changes in fair value have no net impact on earnings, to the extent the derivative is considered perfectly effective in achieving offsetting changes in fair value or cash flows attributable to the risk being hedged, until the hedged item is recognized in earnings (commonly referred to as the “hedge accounting” method). For derivatives that do not qualify or are not designated as hedging instruments for accounting purposes, changes in fair value are recorded in current period earnings (commonly referred to as the “mark-to-market” method). We may elect either method of accounting for our derivative portfolio, assuming all the necessary requirements are met. We have in the past availed ourselves of either acceptable method and expect to do so in the future. We believe all of our derivative instruments represent economic hedges against changes in prices and rates, regardless of their designation for accounting purposes.

We do not offset the fair value of derivative instruments with cash collateral held with or received from the same counterparty under a master netting arrangement. As of October 28, 2012, prepaid expenses and other current assets included $36.1 million representing cash on deposit with brokers to cover losses on our open derivative instruments and accrued expenses and other current liabilities included $67.0 million representing cash deposits received from brokers to cover gains on our open derivative instruments. Changes in commodity prices could have a significant impact on cash deposit requirements under our broker and counterparty agreements. Additionally, certain of our derivative contracts contain credit risk related contingent features, which would require us to post additional cash collateral to cover net losses on open derivative instruments if our credit rating was downgraded. As of October 28, 2012, the net liability position of our open derivative instruments that are subject to credit risk related contingent features was not material.  

We are exposed to losses in the event of nonperformance or nonpayment by counterparties under financial instruments. Although our counterparties primarily consist of financial institutions that are investment grade, there is still a possibility that one or more of these companies could default. However, a majority of our financial instruments are exchange traded futures contracts held with brokers and counterparties with whom we maintain margin accounts that are settled on a daily basis, thereby limiting our credit exposure to non-exchange traded derivatives. Determination of the credit quality of our counterparties is based upon a number of factors, including credit ratings and our evaluation of their financial condition. As of October 28, 2012, we had credit exposure of $32.3 million on non-exchange traded derivative contracts, excluding the effects of netting arrangements. As a result of netting arrangements, our credit exposure was reduced to $27.9 million as of October 28, 2012. No significant concentrations of credit risk existed as of October 28, 2012. 

The size and mix of our derivative portfolio varies from time to time based upon our analysis of current and future market conditions. All derivative contracts are recorded in prepaid expenses and other current assets or accrued expenses and other current liabilities within the consolidated condensed balance sheets, as appropriate.

9

The following table presents the fair values of our open derivative financial instruments in the consolidated condensed balance sheets on a gross basis.

	Assets				Liabilities
	October 28, 2012		April 29, 2012		October 28, 2012		April 29, 2012
	(in millions)				(in millions)
Derivatives using the "hedge accounting" method:
Grain contracts	$	91.7	$	35.3	$	1.9	$	9.6
Livestock contracts	1.1		22.9		8.1		—
Foreign exchange contracts	2.4		1.9		—		—
Total	95.2		60.1		10.0		9.6
Derivatives using the "mark-to-market" method:
Grain contracts	17.9		9.1		7.0		1.0
Livestock contracts	1.5		7.4		2.2		7.2
Energy contracts	2.7		—		3.1		12.2
Foreign exchange contracts	0.5		2.4		0.2		0.7
Total	22.6		18.9		12.5		21.1
Total fair value of derivative instruments	$	117.8	$	79.0	$	22.5	$	30.7

Hedge Accounting Method

Cash Flow Hedges 

We enter into derivative instruments, such as futures, swaps and options contracts, to manage our exposure to the variability in expected future cash flows attributable to commodity price risk associated with the forecasted sale of live hogs and fresh pork, and the forecasted purchase of corn, wheat and soybean meal. In addition, we enter into interest rate swaps to manage our exposure to changes in interest rates associated with our variable interest rate debt, and we enter into foreign exchange contracts to manage our exposure to the variability in expected future cash flows attributable to changes in foreign exchange rates associated with the forecasted purchase or sale of assets denominated in foreign currencies. As of October 28, 2012, we had no cash flow hedges for forecasted transactions beyond December 2013. 

When cash flow hedge accounting is applied, derivative gains or losses are recognized as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transactions affect earnings. Derivative gains and losses, when reclassified into earnings, are recorded in cost of sales for grain contracts, sales for lean hog contracts, interest expense for interest rate contracts and selling, general and administrative expenses for foreign exchange contracts. Gains and losses on derivatives designed to hedge price risk associated with fresh pork sales are recorded in the Hog Production segment. 

During the six months ended October 28, 2012, the range of notional volumes associated with open derivative instruments designated in cash flow hedging relationships was as follows:

	Minimum	Maximum	Metric
Commodities:
Corn	30,885,000	56,730,000	Bushels
Soybean meal	303,886	553,854	Tons
Lean hogs	—	523,600,000	Pounds
Foreign currency (1)	34,201,320	71,979,138	U.S. Dollars

——————————————

⁽¹⁾  Amounts represent the U.S. dollar equivalent of various foreign currency contracts.

10

The following table presents the effects on our consolidated condensed financial statements of pre-tax gains and losses on derivative instruments designated in cash flow hedging relationships for the fiscal periods indicated:

	Gains (Losses) Recognized in Other Comprehensive Income (Loss) on Derivative (Effective Portion)						Gains (Losses) Reclassified from Accumulated Other Comprehensive Loss into Earnings (Effective Portion)						Gains (Losses) Recognized in Earnings on Derivative (Ineffective Portion)
	Three Months Ended						Three Months Ended						Three Months Ended
	October 28, 2012			October 30, 2011			October 28, 2012			October 30, 2011			October 28, 2012		October 30, 2011
	(in millions)						(in millions)						(in millions)
Commodity contracts:
Grain contracts	$	(4.4	)	$	(2.7	)	$	18.9		$	24.3		$	0.7	$	—
Lean hog contracts	(1.4		)	21.2			25.6			6.8			0.2		(1.0		)
Interest rate contracts	—			—			—			(0.6		)	—		—
Foreign exchange contracts	1.6			4.2			(0.4		)	0.2			—		—
Total	$	(4.2	)	$	22.7		$	44.1		$	30.7		$	0.9	$	(1.0	)
	Six Months Ended						Six Months Ended						Six Months Ended
	October 28, 2012			October 30, 2011			October 28, 2012			October 30, 2011			October 28, 2012		October 30, 2011
	(in millions)						(in millions)						(in millions)
Commodity contracts:
Grain contracts	$	129.5		$	(16.6	)	$	21.6		$	68.1		$	3.4	$	(0.1	)
Lean hog contracts	(1.1		)	29.3			57.8			5.1			0.3		(1.1		)
Interest rate contracts	—			—			—			(2.4		)	—		—
Foreign exchange contracts	(0.2		)	4.5			(0.6		)	0.4			—		—
Total	$	128.2		$	17.2		$	78.8		$	71.2		$	3.7	$	(1.2	)

For the fiscal periods presented, foreign exchange contracts were determined to be highly effective. We have excluded from the assessment of effectiveness differences between spot and forward rates, which we have determined to be immaterial. 

During the first quarter of fiscal 2012, we discontinued cash flow hedge accounting on a number of grain contracts as it became probable that the original forecasted transactions would not transpire. As a result of this change, the table above for the six months ended October 30, 2011 includes gains of $12.0 million on grain contracts de-designated from hedging relationships that were reclassified from accumulated other comprehensive loss into earnings in the first quarter of fiscal 2012.

As of October 28, 2012, there were deferred net gains of $81.4 million, net of tax of $51.2 million, in accumulated other comprehensive loss. We expect to reclassify $53.2 million ($32.5 million net of tax) of deferred net gains on closed commodity contracts into earnings within the next twelve months. We are unable to estimate the gains or losses to be reclassified into earnings within the next twelve months related to open contracts as their values are subject to change. 

Fair Value Hedges 

We enter into derivative instruments (primarily futures contracts) that are designed to hedge changes in the fair value of live hog inventories and firm commitments to buy grains. When fair value hedge accounting is applied, derivative gains and losses are recognized in earnings currently along with the change in fair value of the hedged item attributable to the risk being hedged. The gains or losses on the derivative instruments and the offsetting losses or gains on the related hedged items are recorded in cost of sales for commodity contracts.

11

During the six months ended October 28, 2012, the range of notional volumes associated with open derivative instruments designated in fair value hedging relationships was as follows:

	Minimum	Maximum	Metric
Commodities:
Lean hogs	—	286,800,000	Pounds
Corn	3,015,000	13,255,000	Bushels

The following table presents the effects on our consolidated condensed statements of income of gains and losses on derivative instruments designated in fair value hedging relationships and the related hedged items for the fiscal periods indicated:

	Gains (Losses) Recognized in Earnings on Derivative					Gains (Losses) Recognized in Earnings on Related Hedged Item
	Three Months Ended					Three Months Ended
	October 28, 2012			October 30, 2011		October 28, 2012			October 30, 2011
	(in millions)					(in millions)
Commodity contracts	$	7.7		$	1.4	$	(9.1	)	$	(1.4	)
	Six Months Ended					Six Months Ended
	October 28, 2012			October 30, 2011		October 28, 2012			October 30, 2011
	(in millions)					(in millions)
Commodity contracts	$	(18.7	)	$	11.1	$	11.2		$	(5.0	)

We recognized gains of $1.1 million and losses of $1.2 million for the three months ended October 28, 2012 and October 30, 2011, respectively, and gains of $4.5 million and $4.7 million for the six months ended October 28, 2012 and October 30, 2011, respectively, on closed commodity derivative contracts as the underlying cash transactions affected earnings. 

For fair value hedges of inventory, we elect to exclude from the assessment of effectiveness differences between the spot and futures prices. These differences are recorded directly into earnings as they occur. These differences resulted in losses of $1.2 million for the three months ended October 28, 2012, and losses of $7.5 million and gains of $5.7 million for the six months ended October 28, 2012 and October 30, 2011, respectively.

Mark-to-Market Method 

Derivative instruments that are not designated as a hedge, have been de-designated from a hedging relationship, or do not meet the criteria for hedge accounting are marked-to-market with the unrealized gains and losses together with actual realized gains and losses from closed contracts being recognized in current period earnings. Under the mark-to-market method, gains and losses are recorded in cost of sales for commodity contracts, and selling, general and administrative expenses for foreign exchange contracts.

12

During the six months ended October 28, 2012, the range of notional volumes associated with open derivative instruments using the “mark-to-market” method was as follows:

	Minimum	Maximum	Metric
Commodities:
Lean hogs	320,000	121,920,000	Pounds
Corn	4,825,000	22,960,000	Bushels
Soybean meal	40,314	105,102	Tons
Soybeans	235,000	925,000	Bushels
Wheat	—	2,000,000	Bushels
Natural gas	10,340,000	11,030,000	Million BTU
Diesel	—	2,016,000	Gallons
Crude oil	18,000	51,000	Barrels
Foreign currency (1)	23,547,811	121,521,224	U.S. Dollars

——————————————

⁽¹⁾  Amounts represent the U.S. dollar equivalent of various foreign currency contracts.

The following table presents the amount of gains and losses recognized in the consolidated condensed statements of income on derivative instruments using the “mark-to-market” method by type of derivative contract for the fiscal periods indicated:

	Three Months Ended						Six Months Ended
	October 28, 2012			October 30, 2011			October 28, 2012		October 30, 2011
	(in millions)						(in millions)
Commodity contracts	$	17.1		$	4.5		$	8.9	$	25.3
Foreign exchange contracts	(0.4		)	(3.7		)	4.2		(2.4		)
Total	$	16.7		$	0.8		$	13.1	$	22.9

The table above reflects gains and losses from both open and closed contracts including, among other things, gains and losses related to contracts designed to hedge price movements that occur entirely within a quarter. The table includes amounts for both realized and unrealized gains and losses. The table is not, therefore, a simple representation of unrealized gains and losses recognized in the income statement during any period presented.

NOTE 5: INVESTMENTS

Investments consist of the following:

Equity Investment	% Owned	October 28, 2012		April 29, 2012
		(in millions)
Campofrío Food Group (CFG)	37%	$	374.5	$	385.2
Mexican joint ventures	50%	119.8		111.2
Other	Various	25.6		26.2
Total investments		$	519.9	$	522.6

Each quarter, we review the carrying value of our investments and consider whether indicators of impairment exist. Examples of impairment indicators include a history or expectation of future operating losses and declines in a quoted share price, among other factors. If an impairment indicator exists, we must evaluate the fair value of our investment to determine if a loss in value, which is other than temporary, has occurred. We are required to recognize a loss in value of our investment if that loss is considered to be other than temporary.

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As of October 28, 2012, we held 37,811,302 shares of CFG common stock. Shares of CFG are publicly traded on the Bolsa de Madrid Exchange (Madrid Exchange). As the table below shows, the carrying value of our investment in CFG was above the quoted market price on the Madrid Exchange as of October 28, 2012, indicating a possible impairment of our investment in CFG. However, we do not believe the quoted share price on the Madrid Exchange is, by itself, reflective of the fair value of our investment in CFG for the following reasons:

▪ the minority shares traded on the Madrid Exchange confer no special rights or privileges to buyers. In contrast, the shares comprising our 37% stake in CFG contractually entitle us to two seats on CFG's 9-person board of directors, giving us the ability to exert significant influence over the strategic and operational decisions of our investee.

▪ the stock is very thinly traded. CFG is a closely held company, with the three largest shareholders owning approximately 76% of the outstanding shares. We are CFG's largest shareholder, with a 37% stake.

The average daily trading volume during the last 18 months represents less than three hundredths of one percent of the total outstanding shares. The lack of an active market can cause significant fluctuations and volatility in the stock price that are not commensurate with fundamental changes in the underlying business and the fair value of our holding in CFG. Shares trading on the Madrid Exchange have ranged from a high of €9.28 ($13.74) to a low of €5.28 ($7.35) per share during the last 18 months, with upward and downward fluctuations in between.

The table below shows CFG's intra-day high share price and Smithfield's carrying value, expressed in euro per share, on various dates relevant to our disclosures during the last 18 months.

Date	Share Price		Carrying Value
May 5, 2011	€	9.27	€	7.93
September 12, 2011	€	5.51	€	8.68
February 17, 2012	€	7.20	€	7.54
April 29, 2012 (1)	€	6.30	€	7.70
October 28, 2012 (1) (2)	€	5.69	€	7.65

——————————————

⁽¹⁾  Share prices on quarter end date reflect the last trading day in the quarter.

⁽²⁾  Subsequent to the end of the second quarter of fiscal 2013, CFG's share price closed at €4.58 on December 3, 2012.

As noted above, we do not consider the share price on the Madrid Exchange, by itself, to be determinative of fair value. In assessing the fair value of our investment, we considered a variety of information, including an independent third party valuation report, which incorporates generally accepted valuation techniques, CFG's history of positive cash flows, expectations about the future cash flows of CFG, market multiples for comparable businesses, and an influence premium applied to the market price of CFG's shares on the Madrid Exchange to adjust for our contractual right to two board seats and our ability to exert significant influence over the operational and strategic decisions of the company.

Based on an evaluation of all these factors, we concluded the fair value of our investment in CFG as of October 28, 2012, exceeded its carrying amount. However, our estimate of fair value has declined by approximately 10% to 20% over the last 18 months, significantly eroding the gap between fair value and carrying value. The fair value decline is primarily attributable to persistent recessionary conditions in Western Europe, which have dampened CFG's current operating performance. In addition, rising interest rates associated with European sovereign debt crises have forced discount rates higher, diminishing the values calculated using our discounted cash flow techniques. Finally, CFG's share price on the Madrid Exchange has declined and, notwithstanding our reservations about the Madrid Exchange price, we nonetheless utilize it as a component of our valuation work and believe such declines must be considered as part of our fair value estimate. While we do not believe our investment is impaired as of October 28, 2012, the confluence of these and other factors has decreased our estimate of CFG's fair value and increased the risk of impairment. If the trends contributing to our lower estimate of CFG's fair value continue, the investment could become impaired. Specifically, if the most sensitive factors affecting our fair value calculations (i.e., estimates of future cash flows, interest rates and share price) continue to deteriorate, it is reasonably possible that our estimate of fair value could fall below carrying value. If that occurs, and we determine that the decline is other than temporary, we would record a charge to income for the difference between the estimate of fair value and the carrying amount of our investment.

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Income from equity method investments consists of the following:

		Three Months Ended						Six Months Ended
Equity Investment	Segment	October 28, 2012			October 30, 2011			October 28, 2012			October 30, 2011
		(in millions)						(in millions)
CFG (1)	International	$	(1.3	)	$	(4.0	)	$	(1.4	)	$	(4.2	)
Mexican joint ventures	International	(5.9		)	(1.9		)	(5.5		)	(4.9		)
All other equity method investments	Various	0.5			—			(0.5		)	(1.6		)
Income from equity method investments		$	(6.7	)	$	(5.9	)	$	(7.4	)	$	(10.7	)

——————————————

⁽¹⁾  CFG prepares its financial statements in accordance with International Financial Reporting Standards. Our share of CFG’s results reflects U.S. GAAP adjustments and thus, there may be differences between the amounts we report for CFG and the amounts reported by CFG.

NOTE 6: DEBT

As of October 28, 2012, the current portion of long-term debt and capital lease obligations included our outstanding 7.75% senior unsecured notes due May 2013 (2013 Notes) totaling $55.0 million and our outstanding 4% senior unsecured convertible notes due June 2013 (Convertible Notes) totaling $384.3 million, net of unamortized discounts of $15.7 million, which were reclassified from long-term debt and capital lease obligations in the first quarter of fiscal 2013.

Debt Refinancing

In July 2012 (fiscal 2013), we initiated an underwritten public offering to issue $1.0 billion aggregate principal amount of 6.625% senior unsecured notes due August 2022 (2022 Notes). We received net proceeds of $981.2 million, after underwriting discounts and commissions and offering expenses, upon settlement of the 2022 Notes in August 2012 (fiscal 2013). We incurred $18.0 million in transaction fees in connection with issuance of the 2022 Notes, which are being amortized over the ten-year life of the notes.

In conjunction with the issuance of the 2022 Notes, we commenced a tender offer to purchase any and all of our 2013 Notes and any and all of our outstanding 10% senior secured notes due July 2014 (2014 Notes) (the July 2012 Tender Offer). The July 2012 Tender Offer expired in August 2012. As a result of the July 2012 Tender Offer, we paid $649.4 million to repurchase 2013 Notes and 2014 Notes with face values of $105.0 million and $456.6 million, respectively. Also in August 2012, we exercised the redemption feature available under our 2014 Notes and paid $155.5 million to repurchase the remaining $132.8 million of our 2014 Notes. Net proceeds from the issuance of the 2022 Notes were used to make all of the repurchases of the 2013 Notes and 2014 Notes. As a result of these repurchases, we recognized losses on debt extinguishment of $120.7 million in the second quarter of fiscal 2013, including the write-off of related unamortized discounts, premiums and debt issuance costs.

Working Capital Facilities

As of October 28, 2012, we had aggregate credit facilities totaling $1.3 billion, including an inventory-based revolving credit facility totaling $925.0 million (the Inventory Revolver), an accounts receivable securitization facility totaling $275.0 million (the Securitization Facility) and international credit facilities totaling $119.4 million. Our unused capacity under these credit facilities was $1.1 billion.

As part of the Securitization Facility agreement, all accounts receivable of our major Pork segment subsidiaries are sold to a wholly-owned “bankruptcy remote” special purpose vehicle (SPV). The SPV pledges the receivables as security for loans and letters of credit. The SPV is included in our consolidated financial statements and therefore, the accounts receivable owned by it are included in our consolidated balance sheet. However, the accounts receivable owned by the SPV are separate and distinct from our other assets and are not available to our other creditors should we become insolvent. As of October 28, 2012, the SPV held $488.8 million of accounts receivable and we had $30.0 million in outstanding borrowings on the Securitization Facility.

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Rabobank Term Loan

In August 2012 (fiscal 2013), we amended our $200.0 million term loan (the Rabobank Term Loan). As a result of the amended agreement, our maturity date was extended from June 2016 (fiscal 2017) to May 2018 (fiscal 2019) and the interest rate increased to an annual rate equal to LIBOR plus 4%, or at our election, a base rate plus 3%.

The amended agreement contains affirmative and negative covenants that, among other things, limit or restrict our ability to create liens and encumbrances; incur debt; make acquisitions and investments; dispose of or transfer assets; pay dividends or make other payments in respect of our stock; in each case, subject to certain qualifications and exceptions that are generally consistent with the terms and conditions of the 2022 Notes. In addition, the amended agreement contains a financial covenant requiring us to maintain a minimum interest coverage ratio (ratio of consolidated EBITDA to consolidated interest expense) of not less than 1.75 to 1.0 commencing with our third quarter of fiscal 2013.

NOTE 7: GUARANTEES

As part of our business, we are a party to various financial guarantees and other commitments as described below. These arrangements involve elements of performance and credit risk that are not included in the consolidated condensed balance sheets. We could become liable in connection with these obligations depending on the performance of the guaranteed party or the occurrence of future events that we are unable to predict. If we consider it probable that we will become responsible for an obligation, we will record the liability on our consolidated balance sheet. 

We (together with our joint venture partners) guarantee debt borrowed by Agroindustrial del Noroeste (Norson), an unconsolidated joint venture, of up to $87.0 million, of which $54.3 million was outstanding as of October 28, 2012. The covenants in the guarantee relating to Norson’s debt incorporate our covenants under the Inventory Revolver. In addition, we continue to guarantee $10.8 million of leases that were transferred to JBS S.A. in connection with the sale of Smithfield Beef, Inc. Some of these lease guarantees may be released in the near future and others may remain in place until the leases expire through February 2022.

NOTE 8: INCOME TAXES

Our effective tax rate was 32% and 31% for the three months ended October 28, 2012 and October 30, 2011, respectively, and 31% and 32% for the six months ended October 28, 2012 and October 30, 2011, respectively.

NOTE 9: PENSION PLANS

The components of net periodic pension cost consist of:

	Three Months Ended						Six Months Ended
	October 28, 2012			October 30, 2011			October 28, 2012			October 30, 2011
	(in millions)						(in millions)
Service cost	$	11.8		$	9.4		$	23.6		$	18.7
Interest cost	18.7			19.0			37.4			38.0
Expected return on plan assets	(19.7		)	(19.9		)	(39.4		)	(39.8		)
Net amortization	13.2			5.8			26.4			11.7
Net periodic pension cost	$	24.0		$	14.3		$	48.0		$	28.6

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NOTE 10: SHAREHOLDERS’ EQUITY 

Share Repurchase Program

In June 2012 (fiscal 2013), we announced that our board of directors had approved a new share repurchase program authorizing us to buy up to $250.0 million of our common stock over the next 24 months in addition to the $250.0 million authorized during fiscal 2012 (Share Repurchase Program). In July 2012 (fiscal 2013), our board of directors approved an increase of $100.0 million to the authorized amount under the Share Repurchase Program. Share repurchases may be made on the open market or in privately negotiated transactions. The number of shares repurchased, and the timing of any buybacks, will depend on corporate cash balances, business and economic conditions, and other factors, including investment opportunities. The program may be discontinued at any time.

During the six months ended October 28, 2012, we repurchased 10,823,296 shares of our common stock for $212.3 million, including related fees. The price of the repurchased shares has been allocated between common stock, additional paid-in capital and retained earnings in our consolidated condensed balance sheet in accordance with applicable accounting guidance.

In November 2012 (fiscal 2013), we repurchased 7,000,000 shares of our common stock from COFCO Corporation, China's largest national agricultural trading and processing company, for $147.8 million. These shares were repurchased as part of the Share Repurchase Program.

Since the inception of the Share Repurchase Program in June 2011 (fiscal 2012) and through November 29, 2012, we have repurchased 28,244,783 shares of our common stock for $575.9 million, including related commissions, at an average price of $20.38.

Stock Options and Performance Share Units

During the six months ended October 28, 2012, we issued 32,274 shares of common stock upon the exercise of stock options and 324,475 shares of common stock for vested performance share units. In fiscal 2012, we issued 87,262 shares of common stock upon exercise of stock options and 417,288 shares of common stock for vested performance share units.

NOTE 11: FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We are required to consider and reflect the assumptions of market participants in fair value calculations. These factors include nonperformance risk (the risk that an obligation will not be fulfilled) and credit risk, both of the reporting entity (for liabilities) and of the counterparty (for assets). 

We use, as appropriate, a market approach (generally, data from market transactions), an income approach (generally, present value techniques), and/or a cost approach (generally, replacement cost) to measure the fair value of an asset or liability.  These valuation approaches incorporate inputs, such as observable, independent market data, that management believes are predicated on the assumptions market participants would use to price an asset or liability. These inputs may incorporate, as applicable, certain risks such as nonperformance risk and credit risk. 

The FASB has established a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The fair value hierarchy gives the highest priority to quoted market prices (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of inputs used to measure fair value are as follows: 

▪ Level 1—quoted prices in active markets for identical assets or liabilities accessible by the reporting entity.

▪ Level 2—observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

▪ Level 3—unobservable for an asset or liability. Unobservable inputs should only be used to the extent observable inputs are not available.

We have classified assets and liabilities measured at fair value based on the lowest level of input that is significant to the fair value measurement.

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Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables set forth, by level within the fair value hierarchy, our non-pension financial assets and liabilities that were measured at fair value on a recurring basis as of October 28, 2012 and April 29, 2012:

	October 28, 2012								April 29, 2012
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	(in millions)								(in millions)
Assets
Derivatives:
Commodity contracts	$	77.4	$	25.7	$	—	$	103.1	$	52.0	$	1.3	$	—	$	53.3
Foreign exchange contracts	—		2.9		—		2.9		—		4.3		—		4.3
Open-ended mutual funds	11.2		—		—		11.2		12.2		—		—		12.2
Insurance contracts	—		52.3		—		52.3		—		51.3		—		51.3
Total	$	88.6	$	80.9	$	—	$	169.5	$	64.2	$	56.9	$	—	$	121.1
Liabilities
Derivatives:
Commodity contracts	$	9.8	$	0.7	$	—	$	10.5	$	—	$	8.6	$	—	$	8.6
Foreign exchange contracts	—		0.2		—		0.2		—		0.7		—		0.7
Total	$	9.8	$	0.9	$	—	$	10.7	$	—	$	9.3	$	—	$	9.3

The following are descriptions of the valuation methodologies and key inputs used to measure financial assets and liabilities recorded at fair value on a recurring basis:

▪ Derivatives—Derivatives classified within Level 1 are valued using quoted market prices. In some cases where quoted market prices are not available, we value the derivatives using pricing models based on the net present value of estimated future cash flows to calculate fair value, in which case the measurements are classified within Level 2. These valuation models make use of market-based observable inputs, including market prices and rates, yield curves, credit curves, and measures of volatility.

▪ Open-ended mutual funds—Open-ended mutual funds are valued at their net asset value (NAV), which approximates fair value, and classified within Level 1.

▪ Insurance contracts—Insurance contracts are valued at their cash surrender value using the daily asset unit value (AUV) which is based on the quoted market price of the underlying securities and classified within Level 2.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis after initial recognition; that is, the assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances, for example, when there is evidence of impairment. During the six months ended October 28, 2012, we had no significant assets or liabilities that were measured and recorded at fair value on a nonrecurring basis.

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Other Financial Instruments

We determine the fair value of public debt using Level 2 inputs based on quoted market prices. The carrying amount of all other debt approximates fair value as those instruments are based on variable interest rates. The following table presents the fair value and carrying value of long-term debt, including the current portion of long-term debt as of October 28, 2012 and April 29, 2012.

	October 28, 2012				April 29, 2012
	Fair Value		Carrying Value		Fair Value		Carrying Value
	(in millions)
Long-term debt, including current portion	$	2,437.3	$	2,323.9	$	2,176.5	$	1,937.3

The carrying amounts of cash and cash equivalents, accounts receivable, notes payable and accounts payable approximate their fair values because of the relatively short-term maturity of these instruments.

NOTE 12: CONTINGENCIES

Litigation

There have been no significant developments regarding litigation disclosed in Note 16 of our Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended April 29, 2012 and our Quarterly Report on Form 10-Q for the three months ended July 29, 2012, nor have any significant new matters arisen during the three months ended October 28, 2012. As previously disclosed in our Quarterly Report on Form 10-Q for the three months ended July 29, 2012, the following litigation was resolved by a global settlement consummated in the second quarter of fiscal 2013.

Missouri Litigation

Premium Standard Farms, Inc. (PSF), the Company and certain of our other subsidiaries are parties to litigation in Missouri involving a number of claims alleging that hog farms owned or under contract with the defendants interfered with the plaintiffs' use and enjoyment of their properties.

During fiscal 2012 and continuing in fiscal 2013, we engaged in global settlement negotiations with counsel representing nearly all of the plaintiffs in the nuisance litigation and numerous carriers of commercial general liability and pollution liability policies. During the second quarter of fiscal 2013, the parties to the litigation reached an agreement and consummated a global settlement that resolved substantially all of the nuisance litigation. Pursuant to the agreement, all pending cases previously disclosed, with one minor exception, will be dismissed with prejudice. In addition, we reached agreements with the insurance carriers under which we received payments that we used to pay a portion of the settlement.

Our policy for establishing accruals and disclosures for contingent liabilities is contained in Note 1—Summary of Significant Accounting Policies in our Annual Report on Form 10-K for the fiscal year ended April 29, 2012. We established an accrual with respect to the Missouri nuisance suits on the opening balance sheet for our acquisition of PSF in fiscal 2008 and we have periodically adjusted that accrual as developments have occurred. The global settlement was not materially different than the accrual we maintained for the settled litigation and, therefore, did not materially affect our profits or losses in the second quarter of fiscal 2013. Payments made by us under the global settlement and payments we received from the insurance carriers are included in our cash flows from operations for the six months ended October 28, 2012.

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NOTE 13: REPORTABLE SEGMENTS

We conduct our operations through four reportable segments: Pork, Hog Production, International and Corporate, each of which is comprised of a number of subsidiaries, joint ventures and other investments. The Pork segment consists mainly of our three wholly-owned U.S. fresh pork and packaged meats subsidiaries. The Hog Production segment consists of our hog production operations located in the U.S. The International segment is comprised mainly of our meat processing and distribution operations in Poland, Romania and the United Kingdom, our interests in meat processing operations, mainly in Western Europe and Mexico, our hog production operations located in Poland and Romania and our interests in hog production operations in Mexico. The Corporate segment provides management and administrative services to support our other segments.

The following table presents sales and operating profit (loss) by segment for the fiscal periods indicated:

	Three Months Ended						Six Months Ended
	October 28, 2012			October 30, 2011			October 28, 2012			October 30, 2011
	(in millions)						(in millions)
Sales:
Segment sales—
Pork	$	2,720.9		$	2,774.8		$	5,320.5		$	5,372.1
Hog Production	734.0			785.3			1,462.8			1,535.1
International	358.6			391.1			705.4			766.1
Total segment sales	3,813.5			3,951.2			7,488.7			7,673.3
Intersegment sales—
Pork	(12.3		)	(6.3		)	(20.7		)	(15.7		)
Hog Production	(568.0		)	(624.7		)	(1,135.3		)	(1,236.3		)
International	(7.4		)	(7.6		)	(15.6		)	(14.5		)
Total intersegment sales	(587.7		)	(638.6		)	(1,171.6		)	(1,266.5		)
Consolidated sales	$	3,225.8		$	3,312.6		$	6,317.1		$	6,406.8
Operating profit (loss):
Pork	$	194.3		$	171.2		$	312.9		$	307.9
Hog Production	(32.6		)	63.9			(9.5		)	133.6
International	40.9			17.3			56.7			17.3
Corporate	(24.3		)	(27.7		)	(50.0		)	(60.9		)
Consolidated operating profit	$	178.3		$	224.7		$	310.1		$	397.9

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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following information in conjunction with the unaudited consolidated condensed financial statements and the related notes in this Quarterly Report and the audited financial statements and the related notes as well as Management’s Discussion and Analysis of Financial Condition and Results of Operation contained in our Annual Report on Form 10-K for the fiscal year ended April 29, 2012.

EXECUTIVE OVERVIEW

We are the largest hog producer and pork processor in the world. We are also the leader in numerous packaged meats categories with popular brands including Farmland®, Smithfield®, Eckrich®, Armour® and John Morrell®. We are committed to providing good food in a responsible way and maintaining robust animal care, community involvement, employee safety, environmental, and food safety and quality programs.

We produce and market a wide variety of fresh meat and packaged meats products both domestically and internationally. We operate in a cyclical industry and our results are significantly affected by fluctuations in commodity prices for livestock (primarily hogs) and grains. Some of the factors that we believe are critical to the success of our business are our ability to:

▪ maintain and expand market share, particularly in packaged meats,

▪ develop and maintain strong customer relationships,

▪ continually innovate and differentiate our products,

▪ manage risk in volatile commodities markets, and

▪ maintain our position as a low cost producer of live hogs, fresh pork and packaged meats.

We conduct our operations through four reportable segments: Pork, Hog Production, International and Corporate, each of which is comprised of a number of subsidiaries, joint ventures and other investments. The Pork segment consists mainly of our three wholly-owned U.S. fresh pork and packaged meats subsidiaries. The Hog Production segment consists of our hog production operations located in the U.S. The International segment is comprised mainly of our meat processing and distribution operations in Poland, Romania and the United Kingdom, our interests in meat processing operations, mainly in Western Europe and Mexico, our hog production operations located in Poland and Romania and our interests in hog production operations in Mexico. The Corporate segment provides management and administrative services to support our other segments.

Second Quarter of Fiscal 2013 Summary

Net income was $10.9 million, or $.07 per diluted share, in the second quarter of fiscal 2013 compared to net income of $120.7 million, or $.74 per diluted share, in the same quarter last year. The following summarizes the operating results of each of our reportable segments and other significant items impacting pre-tax income for the second quarter of fiscal 2013 compared to the second quarter of fiscal 2012:

▪ Pork segment operating profit increased by $23.1 million primarily as a result of lower raw material costs.

▪ Hog Production segment operating profit decreased $96.5 million primarily as a result of lower hog prices and higher feed costs.

▪ International segment operating profit increased by $23.6 million driven by positive hog production fundamentals and higher meat volumes.

▪ During the second quarter of fiscal 2013, we recognized a loss of $120.7 million on the repurchase of $589.4 million of our 2014 Notes and $105.0 million of our 2013 Notes.

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Debt Refinancing

In August 2012 (fiscal 2013), we issued $1.0 billion aggregate principal amount of ten year, 6.625% senior unsecured notes (2022 Notes) at a price equal to 99.5% of their face value. We used the net proceeds to repurchase $694.4 million of outstanding senior notes coming due in May 2013 and July 2014. As a result of these repurchases, we recognized losses on debt extinguishment of $120.7 million in the second quarter of fiscal 2013. We also extended the maturity date of our $200.0 million term loan from June 2016 (fiscal 2017) to May 2018 (fiscal 2019). These activities have significantly improved our debt maturity profile, removed the early maturity trigger on our inventory-based revolving credit facility (the Inventory Revolver), and released the encumbrances of our real estate and fixed assets. With the exception of the $400.0 million aggregate principal amount of our 4% senior unsecured convertible notes due June 2013 (fiscal 2014), we have no substantial debt obligations coming due until fiscal 2018 as a result of these refinancing activities.

Share Repurchase Program

In June 2012 (fiscal 2013), we announced that our board of directors had approved a new share repurchase program authorizing us to buy up to $250.0 million of our common stock over the next 24 months in addition to the $250.0 million authorized during fiscal 2012 (the Share Repurchase Program). In July 2012 (fiscal 2013), our board of directors approved an increase of $100.0 million to the authorized amount under the Share Repurchase Program. Share repurchases may be made on the open market or in privately negotiated transactions. The number of shares repurchased, and the timing of any buybacks, will depend on corporate cash balances, business and economic conditions, and other factors, including investment opportunities. The program may be discontinued at any time.

Since the inception of the Share Repurchase Program in June 2011 (fiscal 2012) and through November 29, 2012, we have repurchased 28,244,783 shares of our common stock for $575.9 million, including related commissions, at an average price of $20.38 per share. As of November 29, 2012, we had $24.5 million available for future repurchases under the Share Repurchase Program.

Strategies for Growth

We are focused on top and bottom line growth in our base business. Our strategies for growth include:

▪ Focus On Twelve Core Brands—In connection with our Pork segment restructuring, which was completed in fiscal 2011, we rationalized our large brand portfolio and began to focus our marketing support on twelve major brand names: Smithfield, Farmland, John Morrell, Gwaltney, Armour, Eckrich, Margherita, Carando, Kretschmar, Cook’s, Curly's and Healthy Ones. Approximately three-quarters of our domestic retail packaged meats sales are branded products, with nearly 90% of those branded sales being core brands.

▪ Invest in Advertising to Activate Brands—We have begun to invest more heavily in marketing talent and advertising campaigns to drive consumer awareness. In December 2011 (fiscal 2012), we entered into a multi-year sponsorship agreement with the Richard Petty Motorsports NASCAR team to help activate our brands with consumer-focused marketing.

▪ Build a Strong Innovation Pipeline—We are driving consumer relevant product innovation by focusing on delivering convenience oriented products such as our Smithfield marinated pork products, convenient packaging such as our Smithfield bacon pouch pack and healthier, reduced sodium products. In fiscal 2012, we opened a 37,000 square foot research and development center with three state of the art kitchens, a dedicated cutting room, multimedia technology, and a pilot plant that simulates full scale manufacturing processes. This facility allows us to co-develop prototypes with customers and make quick product modifications for speed to the market.

▪ Coordinated Sales and Marketing Team—In connection with our Pork segment restructuring plan, we merged two independent fresh pork sales forces and consolidated our international sales organizations for our U.S. pork companies into one group responsible for exports. The restructured sales groups provide for a more coordinated and focused strategy to access markets and service customers.

22

Outlook

The commodity markets affecting our business fluctuate on a daily basis. In this operating environment, it is difficult to forecast industry trends and conditions. The outlook statements that follow must be viewed in this context.

• Pork—Fresh pork profitability improved considerably in the second quarter after a disappointing first quarter, fueled by product mix improvements toward branded value-added products, retail feature activity and continued solid export demand. Looking forward, we see positive fundamentals in the fresh pork complex. Lower global protein supplies and continued strength in export demand, bolstered by relatively high pork prices around the world, should support healthy fresh pork profitability within the normalized range of $3-$7 per head for fiscal 2013.

Operating margins in our packaged meats business were very strong in the first half of fiscal 2013, benefiting from lower raw material costs, an enhanced product mix and increased investment in marketing and consumer advertising. At the same time, we grew packaged meats volumes by 3%, including growth in our core brands of 4%. We are executing on our strategy to grow our packaged meats business and it is producing broad-based gains in market share and distribution.

Looking forward, we expect our packaged meats business to continue to lead this segment, delivering consistent growth with increased market share and broader distribution of our core brands. Packaged meats operating margins should be at the high end of the normalized range of $.12 to $.17 per pound with 2-3% volume growth for fiscal 2013.

• Hog Production—Live hog market prices averaged $62 per hundredweight in the first half of fiscal 2013, 9% lower than a year ago. As we move into the second half of the year, hog prices should move seasonally higher from current levels. Lower supplies of competing proteins should also be supportive of healthy hog prices going forward.

Raising costs averaged $68 per hundredweight in the first half of fiscal 2013, up 6% from the prior year. Summer drought conditions in the United States caused sharp increases in feed grain prices. Corn prices have declined somewhat since the highs that were reached during the summer months, but remain at elevated levels. However, we expect hedge positions placed prior to the run-up in grain prices will mitigate, to a meaningful extent, the negative impact on our raising costs. We expect our raising costs to decline to the mid $60s per hundredweight by the end of fiscal 2013, as the blended effect of hedge gains and spot corn prices are averaged into cost over the remainder of the year.

In summary, the current hog production environment is difficult, but our risk management strategy should dampen the effects of high priced grain for the balance of the fiscal year. Consequently, we expect to produce results that are better than the industry average. We expect to report a loss in the Hog Production segment for the third quarter of fiscal 2013. For the full fiscal year, Hog Production segment results are expected to range from a marginal loss to a marginal profit on a per head basis.

• International—For the first half of fiscal 2013, operating profit in our International segment was $56.7 million, more than triple the same period last year. Our European hog production operations should continue to benefit from lower hog supplies on the continent. Our Mexican hog production joint ventures are currently operating in a challenging production environment. We expect only modest profitability in these operations for the balance of fiscal 2013. Before meaningful contributions to segment profitability can be expected, additional improvements in live hog prices and/or feed grain cost will be needed.

On the meat processing side of our international business, we expect profitable results from our Polish meat operations for the balance of fiscal 2013, despite higher raw material costs. Recent approval to export pork products out of Romania to European Union member countries should continue to benefit results from our Romanian meat operations. We also expect a solid contribution from our Mexican meat operations.

Finally, in the third quarter of fiscal 2012, CFG announced a multi-year comprehensive plan to consolidate and streamline its manufacturing operations, which should improve operating results over the long-term. In the near-term, however, we expect only modest positive contributions from CFG.

In total, we anticipate operating profits from this segment will be in the upper half of the normalized range of $50 million to $125 million for fiscal 2013.

23

RESULTS OF OPERATIONS

Significant Events Affecting Results of Operations

Missouri Litigation

Premium Standard Farms, Inc. (PSF), the Company and certain of our other subsidiaries are parties to litigation in Missouri involving a number of claims alleging that hog farms owned or under contract with the defendants interfered with the plaintiffs' use and enjoyment of their properties.

During fiscal 2012 and continuing in fiscal 2013, we engaged in global settlement negotiations with counsel representing nearly all of the plaintiffs in the nuisance litigation and numerous carriers of commercial general liability and pollution liability policies. In fiscal 2012, based on these negotiations, we recognized $22.2 million in net charges associated with the Missouri litigation in selling, general and administrative expenses in the Hog Production segment, including $39.0 million in charges during the first quarter of fiscal 2012. During the second quarter of fiscal 2013, the parties to the litigation reached an agreement and consummated a global settlement that resolved substantially all of the nuisance litigation. Pursuant to the agreement, all pending cases previously disclosed, with one minor exception, will be dismissed with prejudice. In addition, we reached agreements with the insurance carriers under which we received payments that we used to pay a portion of the settlement.

The global settlement, was not materially different than the accrual we maintained for the settled litigation and, therefore, did not materially affect our profits or losses in the second quarter of fiscal 2013. Payments made by us under the global settlement and payments we received from the insurance carriers are included in our cash flows from operations for the six months ended October 28, 2012.

Missouri Hog Farms

In the first quarter of fiscal 2012, we made a decision to permanently idle certain farm assets in Missouri. Depreciation estimates were revised to reflect the shortened useful lives of the assets. As a result, we recognized accelerated depreciation charges of $3.2 million and $7.5 million in cost of sales for the three and six months ended October 30, 2011, respectively. These charges are reflected in the Hog Production segment. These assets were fully depreciated by the end of the third quarter of fiscal 2012.

Consolidated Results of Operations

The tables presented below compare our results of operations for the three and six months ended October 28, 2012 and October 30, 2011. As used in the tables, "NM" means "not meaningful."

Sales and cost of sales

	Three Months Ended								Six Months Ended
	October 28, 2012			October 30, 2011			%  Change		October 28, 2012			October 30, 2011			%  Change
	(in millions)								(in millions)
Sales	$	3,225.8		$	3,312.6		(3	)%	$	6,317.1		$	6,406.8		(1	)%
Cost of sales	2,848.5			2,893.0			(2	)	5,607.6			5,580.1			—
Gross profit	$	377.3		$	419.6		(10	)%	$	709.5		$	826.7		(14	)%
Gross profit margin	12		%	13		%			11		%	13		%

The following items explain the significant changes in sales and gross profit:

Three Months:

▪ Sales decreased in the current year despite an increase in volume across all segments primarily due to lower domestic fresh meat market prices and the effects of foreign currency translation.

▪ The decline in gross profit margin was primarily caused by lower fresh meat values and higher raising costs in the U.S.

24

Six Months:

▪ Sales in the current year were slightly lower than the prior year as higher volumes in our Pork segment and international meat processing operations were offset by lower domestic fresh meat market prices and the effects of foreign currency translation.

▪ The decline in gross profit margin was primarily caused by lower fresh meat values and higher raising costs in the U.S.

Selling, general and administrative expenses (SG&A)

	Three Months Ended						Six Months Ended
	October 28, 2012		October 30, 2011		%  Change		October 28, 2012		October 30, 2011		%  Change
	(in millions)						(in millions)
Selling, general and administrative expenses	$	205.7	$	200.8	2	%	$	406.8	$	439.5	(7	)%

The following items explain the significant changes in SG&A:

Three Months:

▪ Pension and other postretirement benefit expense increased $6.7 million in the current year.

▪ Professional fees increased $2.4 million in the current year.

▪ The current year included $1.6 million of foreign currency gains compared to $2.3 million of foreign currency losses in the prior year.

Six Months:

▪ The prior year included a charge of $39.0 million related to the Missouri litigation.

▪ The prior year included $6.4 million in professional fees associated with the potential acquisition of a controlling interest in Campofrío Food Group (CFG). In June 2011 (fiscal 2012), we terminated negotiations to purchase the additional interest.

▪ Pension and other postretirement benefit expense increased $13.4 million.

Income from equity method investments

	Three Months Ended								Six Months Ended
	October 28, 2012			October 30, 2011			% Change		October 28, 2012			October 30, 2011			% Change
	(in millions)								(in millions)
CFG	$	(1.3	)	$	(4.0	)	(68	)%	$	(1.4	)	$	(4.2	)	(67	)%
Mexican joint ventures	(5.9		)	(1.9		)	211		(5.5		)	(4.9		)	12
All other equity method investments	0.5			—			NM		(0.5		)	(1.6		)	(69	)
Income from equity method investments	$	(6.7	)	$	(5.9	)	14	%	$	(7.4	)	$	(10.7	)	(31	)%

The following items explain the significant changes in income from equity method investments for the three and six month periods:

▪ Equity income from CFG decreased as a result of higher raw material costs and weaker demand.

▪ Equity income from our Mexican joint ventures improved primarily as a result of favorable foreign currency exchange rates.

25

Interest expense

	Three Months Ended						Six Months Ended
	October 28, 2012		October 30, 2011		% Change		October 28, 2012		October 30, 2011		% Change
	(in millions)						(in millions)
Interest expense	$	41.5	$	44.2	(6	)%	$	84.0	$	92.3	(9	)%

Interest expense decreased primarily due to the repurchase of $137.5 million of our senior unsecured and secured notes during fiscal 2012.

Loss on debt extinguishment

	Three Months Ended					Six Months Ended
	October 28, 2012		October 30, 2011		% Change	October 28, 2012		October 30, 2011		% Change
	(in millions)					(in millions)
Loss on debt extinguishment	$	120.7	$	6.4	NM	$	120.7	$	7.6	NM

Fiscal 2013

▪ During the second quarter of fiscal 2013, we recognized a loss of $120.7 million on the repurchase of $589.4 million of our 2014 Notes and $105.0 million of our 2013 Notes.

Fiscal 2012

▪ During the second quarter of fiscal 2012, we recognized a loss of $6.4 million on the repurchase of $37.1 million of our 2014 Notes.

▪ During the first quarter of fiscal 2012, we recognized a loss on debt extinguishment of $1.2 million for the write-off of debt issuance costs associated with our former asset-based revolving credit agreement (the ABL Credit Facility).

Income tax expense

	Three Months Ended						Six Months Ended
	October 28, 2012			October 30, 2011			October 28, 2012			October 30, 2011
	(in millions)						(in millions)
Income tax expense	$	5.2		$	53.4		$	32.8		$	95.2
Effective tax rate	32		%	31		%	31		%	32		%

26

Segment Results

The following information reflects the results from each respective segment prior to the elimination of inter-segment sales. 

Pork Segment

	Three Months Ended						Six Months Ended
	October 28, 2012		October 30, 2011		% Change		October 28, 2012		October 30, 2011		% Change
	(in millions, unless indicated otherwise)						(in millions, unless indicated otherwise)
Sales:
Fresh pork (1)	$	1,237.3	$	1,292.4	(4	)%	$	2,498.3	$	2,546.6	(2	)%
Packaged meats	1,483.6		1,482.4		—		2,822.2		2,825.5		—
Total	$	2,720.9	$	2,774.8	(2	)%	$	5,320.5	$	5,372.1	(1	)%
Operating profit (loss): (2)
Fresh pork (1)	$	94.7	$	96.2	(2	)%	$	82.7	$	131.6	(37	)%
Packaged meats	99.6		75.0		33		230.2		176.3		31
Total	$	194.3	$	171.2	13	%	$	312.9	$	307.9	2	%
Sales volume:
Fresh pork					2	%					3	%
Packaged meats					2	%					3	%
Total (1)					3	%					4	%
Average unit selling price:
Fresh pork					(6	)%					(5	)%
Packaged meats					(2	)%					(3	)%
Total					(5	)%					(4	)%
Hogs processed					3	%					3	%
Average live hog prices (per hundredweight) (3)	$	58.15	$	68.64	(15	)%	$	62.03	$	68.35	(9	)%

——————————————

⁽¹⁾  Includes by-products and rendering.

⁽²⁾  Fresh pork and packaged meats operating profits represent management's estimated allocation of total Pork segment operating profit.

⁽³⁾  Represents the average live hog market price as quoted by the Iowa-Southern Minnesota hog market.

In addition to the information provided in the table above, the following items explain the significant changes in Pork segment sales and operating profit:

Three Months:

▪ Sales in the current year were slightly lower than the prior year as higher volumes were more than offset by lower selling prices resulting from higher pork supplies.

▪ Fresh pork operating profit decreased slightly to $13 per head from $14 per head as lower hog costs only partially offset the decline in fresh meat values.

▪ Packaged meats operating profit improved to $.15 per pound from $.11 per pound benefiting from lower raw material costs.

27

Six Months:

▪ Sales in the current year were slightly lower than the prior year as higher volumes were offset by lower selling prices resulting from higher pork supplies.

▪ Fresh pork operating profit decreased to $6 per head from $10 per head as lower hog costs only partially offset the decline in fresh meat values.

▪ Packaged meats operating profit improved to $.18 per pound from $.14 per pound benefiting from lower raw material costs.

Hog Production Segment

	Three Months Ended							Six Months Ended
	October 28, 2012			October 30, 2011		%  Change		October 28, 2012			October 30, 2011		%  Change
	(in millions, unless indicated otherwise)							(in millions, unless indicated otherwise)
Sales	$	734.0		$	785.3	(7	)%	$	1,462.8		$	1,535.1	(5	)%
Operating profit	$	(32.6	)	$	63.9	(151	)%	$	(9.5	)	$	133.6	(107	)%
Head sold	4.06			3.98		2	%	7.68			7.78		(1	)%
Average live hog prices (per hundredweight) (1)	$	58.15		$	68.64	(15	)%	$	62.03		$	68.35	(9	)%
Raising costs (per hundredweight) (2)	$	68.54		$	64.46	6	%	$	67.78		$	63.69	6	%

——————————————

⁽¹⁾  Represents the average live hog market price as quoted by the Iowa-Southern Minnesota hog market. These prices do not reflect premiums we receive or the impact of hedging on our actual sales price.

⁽²⁾  Includes the effects of grain derivative contracts designated in hedging relationships.

In addition to the information provided in the table above, the following items explain the significant changes in Hog Production segment sales and operating profit:

Three Months:

▪ Sales and operating profit were negatively impacted by higher hog supplies, resulting in a 15% decrease in live hog prices.

▪ The increase in head sold resulted from the repopulation of farms that had been depopulated a year ago as part of our hog production cost savings initiative, and improvements in livability.

▪ Raising costs increased as a result of higher feed costs.

▪ Fiscal 2013 operating profit includes gains of $55.2 million compared to $3.6 million in fiscal 2012 on derivative contracts that are not reflected in the average live hog prices and raising costs presented in the table above; primarily lean hog derivative contracts and grain derivative contracts that are not designated in hedging relationships for accounting purposes.

▪ Fiscal 2012 operating profit includes accelerated depreciation charges of $3.2 million as a result of our decision to permanently idle certain farm assets in Missouri.

Six Months:

▪ Sales and operating profit were negatively impacted by higher hog supplies, resulting in a 9% decrease in live hog prices.

▪ Raising costs increased as a result of higher feed costs.

▪ Operating profit in the prior year included a charge of $39.0 million related to the Missouri litigation, which is more fully described under "Significant Events Affecting Results of Operations."

28

▪ Fiscal 2013 operating profit includes gains of $63.3 million compared to $34.0 million in fiscal 2012 on derivative contracts that are not reflected in the average live hog prices and raising costs presented in the table above; primarily lean hog derivative contracts and grain derivative contracts that are not designated in hedging relationships for accounting purposes.

▪ Fiscal 2012 operating profit includes accelerated depreciation charges of $7.5 million as a result of our decision to permanently idle certain farm assets in Missouri.

International Segment

	Three Months Ended							Six Months Ended
	October 28, 2012		October 30, 2011			%  Change		October 28, 2012		October 30, 2011			%  Change
	(in millions, unless indicated otherwise)							(in millions, unless indicated otherwise)
Sales:
Poland	$	272.4	$	303.1		(10	)%	$	534.8	$	595.2		(10	)%
Romania	63.7		65.5			(3	)	127.2		123.1			3
Other	22.5		22.5			—		43.4		47.8			(9	)
Total	$	358.6	$	391.1		(8	)%	$	705.4	$	766.1		(8	)%
Operating profit (loss):
Poland	$	21.1	$	12.2		73	%	$	35.2	$	14.8		138	%
Romania	13.7		(0.1		)	NM		18.6		(4.7		)	496
Other (1)	6.1		5.2			17		2.9		7.2			(60	)
Total	$	40.9	$	17.3		136	%	$	56.7	$	17.3		228	%
Poland: (2)
Sales volume						11	%						8	%
Average unit selling price (3)						(3	)%						(2	)%
Hogs processed						21	%						19	%
Raising costs (per hundredweight)						2	%						2	%
Romania: (2)
Sales volume						1	%						11	%
Average unit selling price (3)						15	%						14	%
Hogs processed						5	%						12	%
Raising costs (per hundredweight)						(8	)%						(4	)%

——————————————

⁽¹⁾  Includes our equity method investments in Mexico and the results from our investment in CFG.

⁽²⁾  Percentages computed based on local currency amounts.

⁽³⁾  Excludes the sale of live hogs.

In addition to the information provided in the table above, the following items explain the significant changes in International segment sales and operating profit:

Three Months:

▪ The effect of foreign currency translation decreased sales $64.6 million, or 17%.

▪ The effect of foreign currency translation negatively impacted operating profit by $6.5 million.

▪ Sales volumes in our Polish operations increased as the number of hogs processed increased 21%. Unit sales prices in our Polish operations increased in several key product categories; however, higher volumes of lower value by-products that resulted from more processed hogs effectively diminished the overall average unit selling price in the current year.

29

▪ Average unit selling price and operating profit improved significantly in our Romanian meat processing operations, benefiting from increased demand as a result of approval to export pork products to European Union member countries beginning in the fourth quarter of fiscal 2012.

Six Months:

▪ The effect of foreign currency translation decreased sales $126.6 million, or 17%.

▪ The effect of foreign currency translation negatively impacted operating profit by $10.2 million.

▪ Sales volumes in our Polish operations increased as the number of hogs processed increased 19%. Unit sales prices in our Polish operations increased in several key product categories; however, higher volumes of lower value by-products that resulted from more processed hogs effectively diminished the overall average unit selling price in the current year.

▪ Sales and hog slaughter volumes in our Romanian meat processing operations benefited from an increase in head provided by our hog production operations beginning in the second quarter of fiscal 2012.

▪ Average unit selling price and operating profit improved significantly in our Romanian meat processing operations, benefiting from increased demand as a result of approval to export pork products to European Union member countries beginning in the fourth quarter of fiscal 2012.

▪ Equity income from CFG decreased as a result of higher raw material costs and weaker demand.

Corporate Segment

	Three Months Ended								Six Months Ended
	October 28, 2012			October 30, 2011			%  Change		October 28, 2012			October 30, 2011			%  Change
	(in millions)								(in millions)
Operating loss	$	(24.3	)	$	(27.7	)	12	%	$	(50.0	)	$	(60.9	)	18	%

The following items explain significant changes in the Corporate segments' operating loss:

Three Months:

▪ The current year included $1.2 million of gains on the cash surrender value of life insurance policies compared to $1.8 million of losses in the prior year.

Six Months:

▪ The prior year included $6.4 million in professional fees associated with the potential acquisition of a controlling interest in Campofrío Food Group (CFG). In June 2011 (fiscal 2012), we terminated negotiations to purchase the additional interest.

▪ The current year included $0.4 million of gains on the cash surrender value of life insurance policies compared to $3.5 million of losses in the prior year.

30

LIQUIDITY AND CAPITAL RESOURCES

Summary

Our cash requirements consist primarily of the purchase of raw materials used in our hog production and pork processing operations, long-term debt obligations and related interest, lease payments for real estate, machinery, vehicles and other equipment, and expenditures for capital assets, other investments and other general business purposes. Our primary sources of liquidity are cash we receive as payment for the products we produce and sell, as well as our credit facilities.

We believe that our current liquidity position is strong and that our cash flows from operations and availability under our credit facilities will be sufficient to meet our working capital needs and financial obligations for at least the next twelve months. As of October 28, 2012, our liquidity position was approximately $1.2 billion, comprised of approximately $1.1 billion in availability under our credit facilities and $123.6 million in cash and cash equivalents.

In August 2012 (fiscal 2013), we issued $1.0 billion aggregate principal amount of ten year, 6.625% senior unsecured notes at a price equal to 99.5% of their face value. We used $804.9 million of the $981.2 million in net proceeds from the debt offering to repurchase the remaining $589.4 million of our 10% senior secured notes due July 2014 (2014 Notes) and $105.0 million of our 7.75% senior unsecured notes due May 2013 (2013 Notes). As a result of these repurchases, we recognized losses on debt extinguishment of $120.7 million in the second quarter of fiscal 2013, including the write-off of related unamortized discounts, premiums, and debt issuance costs. We also extended the maturity date of our $200.0 million term loan from June 2016 (fiscal 2017) to May 2018 (fiscal 2019). These activities have significantly improved our debt maturity profile, removed the early maturity trigger on the Inventory Revolver, and released the encumbrances of our real estate and fixed assets. With the exception of the $400.0 million aggregate principal amount of our 4% senior unsecured convertible notes due June 2013 (fiscal 2014), we have no substantial debt obligations coming due until fiscal 2018 as a result of these refinancing activities.

Sources of Liquidity

We have available a variety of sources of liquidity and capital resources, both internal and external. These resources provide funds required for current operations, acquisitions, integration costs, debt retirement and other capital requirements. 

Accounts Receivable and Inventories

The meat processing industry is characterized by high sales volume and rapid turnover of inventories and accounts receivable. Because of the rapid turnover rate, we consider our meat inventories and accounts receivable highly liquid and readily convertible into cash. In addition, although inventory turnover in the Hog Production segment is slower, mature hogs are readily convertible into cash. Borrowings under our credit facilities are used, in part, to finance increases in the levels of inventories and accounts receivable resulting from seasonal and other market-related fluctuations in raw material costs.

Credit Facilities

	October 28, 2012
Facility	Capacity		Borrowing Base Adjustment			Outstanding Letters of Credit			Outstanding Borrowings			Amount Available
	(in millions)
Inventory Revolver	$	925.0	$	—		$	—		$	—		$	925.0
Securitization Facility	275.0		(18.7		)	(102.4		)	(30.0		)	123.9
International facilities	119.4		—			—			(101.2		)	18.2
Total credit facilities	$	1,319.4	$	(18.7	)	$	(102.4	)	$	(131.2	)	$	1,067.1

Securities

We have a shelf registration statement filed with the Securities and Exchange Commission to register sales of debt, stock and other securities from time to time. We would use the net proceeds from the possible sale of these securities for repayment of existing debt or general corporate purposes. 

31

Cash Flows

Operating Activities

	Six Months Ended
	October 28, 2012			October 30, 2011
	(in millions)
Net cash flows from operating activities	$	(190.5	)	$	(66.3	)

The following items explain the significant changes in cash flows from operating activities: 

▪ Cash received from customers decreased primarily as a result of lower selling prices.

▪ Cash paid for grain purchased by the Hog Production segment increased approximately $78.5 million from the prior year.

▪ Cash received for the settlement of derivative contracts and for margin requirements decreased $12.3 million in fiscal 2013.

▪ We contributed $8.6 million to our qualified and non-qualified pension plans in fiscal 2013 compared to $132.1 million, including a $100.0 million voluntary contribution, in fiscal 2012.

▪ Net cash receipts related to domestic income taxes increased $137.9 million due to a significant refund in the current year.

▪ Cash paid to outside hog suppliers was lower due to a 9% decrease in average domestic live hog prices.

Investing Activities

	Six Months Ended
	October 28, 2012			October 30, 2011
	(in millions)
Capital expenditures	$	(127.7	)	$	(139.4	)
Business acquisition, net of cash acquired	(23.1		)	—
Net (expenditures) proceeds from breeding stock transactions	(13.4		)	9.9
Proceeds from the sale of property, plant and equipment	10.7			4.8
Net cash flows from investing activities	$	(153.5	)	$	(124.7	)

The following items explain the significant investing activities for the six months ended October 28, 2012 and October 30, 2011: 

Fiscal 2013

▪ Capital expenditures included $33.6 million related to our Kinston, North Carolina plant expansion project. The remaining capital expenditures primarily related to plant and hog farm improvement projects.

▪ In October 2012 (fiscal 2013), we paid $23.1 million, net of cash acquired, for a 70% interest in American Skin Food Group, LLC.

Fiscal 2012

▪ Capital expenditures primarily related to our plan to improve the cost structure and profitability of our domestic hog production operations and the replacement of gestation stalls with group pens, which is more fully explained under "Additional Matters Affecting Liquidity" below.

32

Financing Activities

	Six Months Ended
	October 28, 2012			October 30, 2011
	(in millions)
Proceeds from the issuance of long-term debt	$	1,019.2		$	—
Principal payments on long-term debt and capital lease obligations	(711.4		)	(124.1		)
Net proceeds on revolving credit facilities and notes payable	66.7			176.0
Repurchase of common stock	(212.3		)	(110.6		)
Change in cash collateral	—			23.9
Debt issuance costs and other	(17.9		)	(10.9		)
Net cash flows from financing activities	$	144.3		$	(45.7	)

The following items explain the significant financing activities for the six months ended October 28, 2012 and October 30, 2011: 

Fiscal 2013

▪ In August 2012 (fiscal 2013), we issued $1.0 billion of our 2022 Notes at a price equal to 99.5% of their face value. We used $804.9 million of the $981.2 million in net proceeds from the debt offering to repurchase the remaining $589.4 million of our 2014 Notes and $105.0 million of our 2013 Notes.

▪ We received net proceeds of $66.7 million from draws on credit facilities, including $30.0 million from the Securitization Facility.

▪ We repurchased 10,823,296 shares of our common stock for $212.3 million as part of the Share Repurchase Program.

▪ We incurred $18.0 million in transaction fees in connection with the issuance of the 2022 Notes, which are being amortized over their ten-year life.

Fiscal 2012

▪ We redeemed the remaining $77.8 million of our 7% senior unsecured notes due August 2011 and repurchased $37.1 million of our 2014 Notes.

▪ We received $176.0 million from draws on credit facilities, including $150.0 million from the Securitization Facility.

▪ We repurchased 5,515,377 shares of our common stock for $110.6 million as part of the Share Repurchase Program.

▪ We received $20.0 million of cash previously held in a deposit account to serve as collateral for overdrafts on certain of our bank accounts and $3.9 million of cash to the counterparty of our interest rate swap contract which expired in August 2011 (fiscal 2012).

▪ We paid $11.0 million of debt issuance costs in connection with the refinancing of the ABL Credit Facility in the first quarter of fiscal 2012.

Financial Position

Our balance sheet as of October 28, 2012, as compared to April 29, 2012, was impacted by the following significant changes:

▪ Accounts receivable increased $115.5 million mainly due to seasonal sales trends in the Pork segment. Ham sales volumes were significantly higher in October compared to April in anticipation of the Thanksgiving holiday.

▪ Inventories increased $431.9 million mainly due to the seasonal aspect of our business. Livestock inventories are typically higher in the fall as a result of slower growth experienced in summer months. Ham inventories generally build in the fall in anticipation of the holiday season. Grain inventories are also higher due to the seasonal harvest and storage for future use. Finally, higher grain prices contributed to higher inventory values.

▪ Accounts payable increased $100.1 million due to higher inventory levels.

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Interest Rate Spread

Although we had no borrowings on the Inventory Revolver as of October 28, 2012, the applicable interest rate would have been LIBOR plus 2.50%. As of October 28, 2012, we had $30.0 million of borrowings outstanding on the Securitization Facility with an interest rate equal to the lender's cost of funds of 0.26% plus 1.25%. Both interest rate spreads are based on pricing-level grids in the respective agreements and determined by our Funded Debt to EBITDA ratio (as defined in the Second Amended and Restated Credit Agreement).

Guarantees

As part of our business, we are a party to various financial guarantees and other commitments as described below. These arrangements involve elements of performance and credit risk that are not included in the consolidated condensed balance sheets. We could become liable in connection with these obligations depending on the performance of the guaranteed party or the occurrence of future events that we are unable to predict. If we consider it probable that we will become responsible for an obligation, we will record the liability on our consolidated balance sheet. 

We (together with our joint venture partners) guarantee debt borrowed by Agroindustrial del Noroeste (Norson), an unconsolidated joint venture, of up to $87.0 million, of which $54.3 million was outstanding as of October 28, 2012. The covenants in the guarantee relating to Norson’s debt incorporate our covenants under the Inventory Revolver. In addition, we continue to guarantee $10.8 million of leases that were transferred to JBS S.A. in connection with the sale of Smithfield Beef, Inc. Some of these lease guarantees may be released in the near future and others may remain in place until the leases expire through February 2022.

Additional Matters Affecting Liquidity

Capital Projects

As of October 28, 2012, we anticipate capital expenditures of $110 million to $130 million during the remainder of fiscal 2013, including approximately $26 million related to our Kinston, North Carolina plant expansion project. These capital expenditures are expected to be funded with cash flows from operations and/or borrowings under credit facilities.

Share Repurchase Program

In June 2012 (fiscal 2013), we announced that our board of directors had approved a new share repurchase program authorizing us to buy up to $250.0 million of our common stock over the next 24 months in addition to the $250.0 million authorized during fiscal 2012 (Share Repurchase Program). In July 2012 (fiscal 2013), our board of directors approved an increase of $100.0 million to the authorized amount under the Share Repurchase Program. Share repurchases may be made on the open market or in privately negotiated transactions. The number of shares repurchased, and the timing of any buybacks, will depend on corporate cash balances, business and economic conditions, and other factors, including investment opportunities. The program may be discontinued at any time.

Since the inception of the Share Repurchase Program in June 2011 (fiscal 2012) and through November 29, 2012, we have repurchased 28,244,783 shares of our common stock for $575.9 million, including related commissions, at an average price of $20.38 per share. As of November 29, 2012, we had $24.5 million available for future repurchases under the Share Repurchase Program.

Group Pens

In January 2007 (fiscal 2007), we announced a voluntary, ten-year program to phase out individual gestation stalls at our company-owned sow farms and replace the gestation stalls with group pens. We currently estimate the total cost of our transition to group pens to be approximately $360.0 million, including associated maintenance and repairs. This program represents a significant financial commitment and reflects our desire to be more animal friendly, as well as to address the concerns and needs of our customers. As of the end of calendar year 2011, we had completed conversions to group housing for over 30% of our sows on company-owned farms. We will continue the conversion as planned with the objective of completing conversions for all sows on company-owned farms by the end of 2017.

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Risk Management Activities

We are exposed to market risks primarily from changes in commodity prices, and to a lesser degree, interest rates and foreign exchange rates. To mitigate these risks, we utilize derivative instruments to hedge our exposure to changing prices and rates, as more fully described under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Derivative Financial Instruments” in our Annual Report on Form 10-K for the fiscal year ended April 29, 2012. Our liquidity position may be positively or negatively affected by changes in the underlying value of our derivative portfolio. When the value of our open derivative contracts decreases, we may be required to post margin deposits with our brokers to cover a portion of the decrease. Conversely, when the value of our open derivative contracts increases, our brokers may be required to deliver margin deposits to us for a portion of the increase. During the six months ended October 28, 2012, margin deposits ranged from $(67.9) million to $30.5 million (negative amounts representing margin deposits we received from our brokers). The average daily amount we held on deposit from our brokers during the six months ended October 28, 2012 was $18.5 million. As of October 28, 2012, the net amount we held on deposit from our brokers was $30.9 million. 

The effects, positive or negative, on liquidity resulting from our risk management activities tend to be mitigated by offsetting changes in cash prices in our core business. For example, in a period of rising grain prices, gains resulting from long grain derivative positions would generally be offset by higher cash prices paid to farmers and other suppliers in spot markets. These offsetting changes do not always occur, however, in the same amounts or in the same period, with lag times of as much as twelve months.

Missouri Litigation

PSF, the Company and certain of our other subsidiaries are parties to litigation in Missouri involving a number of claims alleging that hog farms owned or under contract with the defendants interfered with the plaintiffs' use and enjoyment of their properties.

During fiscal 2012 and continuing in fiscal 2013, we engaged in global settlement negotiations with counsel representing nearly all of the plaintiffs in the nuisance litigation and numerous carriers of commercial general liability and pollution liability policies. During the second quarter of fiscal 2013, the parties to the litigation reached an agreement and consummated a global settlement that resolved substantially all of the nuisance litigation. Pursuant to the agreement, all pending cases previously disclosed, with one minor exception, will be dismissed with prejudice. In addition, we reached agreements with the insurance carriers under which we received payments that we used to pay a portion of the settlement.

The global settlement was not materially different than the accrual we maintained for the settled litigation and, therefore, did not materially affect our profits or losses in the second quarter of fiscal 2013. Payments made by us under the global settlement and payments we received from the insurance carriers are included in our cash flows from operations for the six months ended October 28, 2012.

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES 

The preparation of consolidated condensed financial statements requires us to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions are based on our experience and our understanding of the current facts and circumstances. Actual results could differ from those estimates. The following describes updates to our critical accounting policies and estimates, which are more fully described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended April 29, 2012. 

Impairment Considerations of Equity Method Investments 

We review the carrying value of our equity method investments and consider whether indicators of impairment exist. Examples of impairment indicators include a history of operating losses or an expectation of future operating losses, and declines in a quoted share price, among other factors. If an impairment indicator exists, we must evaluate the fair value of our investment to determine if a loss in value, which is other than temporary, has occurred. We are required to recognize a loss in value of our investment if that loss is considered to be other than temporary.

As of October 28, 2012, the carrying value of our investment in CFG exceeded the quoted market price on the Bolsa de Madrid Exchange (Madrid Exchange), indicating a possible impairment of our investment. However, CFG's share price is just one of several factors we consider in evaluating the fair value of our investment in CFG. In assessing the fair value of our investment, we considered a variety of information, including an independent third party valuation report, which incorporates generally accepted valuation techniques, CFG's history of positive cash flows, expectations about the future cash flows of CFG, market multiples for comparable businesses, and an influence premium applied to the market price of CFG's shares on the Madrid Exchange to adjust for our contractual right to two board seats and our ability to exert significant influence over the operational and strategic decisions of the company.

Based on an evaluation of all these factors, we concluded the fair value of our investment in CFG as of October 28, 2012, exceeded its carrying amount. However, our estimate of fair value has declined by approximately 10% to 20% over the last 18 months, significantly eroding the gap between fair value and carrying value. The fair value decline is primarily attributable to persistent recessionary conditions in Western Europe, which have dampened CFG's current operating performance. In addition, rising interest rates associated with European sovereign debt crises have forced discount rates higher, diminishing the values calculated using our discounted cash flow techniques. Finally, CFG's share price on the Madrid Exchange has declined and, notwithstanding our reservations about the Madrid Exchange price, we nonetheless utilize it as a component of our valuation work and believe such declines must be considered as part of our fair value estimate. While we do not believe our investment is impaired as of October 28, 2012, the confluence of these and other factors has decreased our estimate of CFG's fair value and increased the risk of impairment. If the trends contributing to our lower estimate of CFG's fair value continue, the investment could become impaired. Specifically, if the most sensitive factors affecting our fair value calculations (i.e., estimates of future cash flows, interest rates and share price) continue to deteriorate, it is reasonably possible that our estimate of fair value could fall below carrying value. If that occurs, and we determine that the decline is other than temporary, we would record a charge to income for the difference between the estimate of fair value and the carrying amount of our investment.

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FORWARD-LOOKING STATEMENTS

This report contains “forward-looking” statements within the meaning of the federal securities laws. The forward-looking statements include statements concerning our 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. Our 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, feed ingredients (including corn), raw materials, fuel and supplies, food safety, livestock disease, live hog production costs, product pricing, the competitive environment and related market conditions, risks associated with our indebtedness, including cost increases due to rising interest rates or changes in debt ratings or outlook, hedging risk, adverse weather conditions, operating efficiencies, changes in foreign currency exchange rates, access to capital, the cost of compliance with and changes to regulations and laws, including changes in accounting standards, tax laws, environmental laws, agricultural laws and occupational, health and safety laws, 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 successfully integrate newly acquired businesses into existing operations, our ability to effectively restructure portions of our operations and achieve cost savings from such restructurings and other risks and uncertainties described under "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended April 29, 2012. 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 we make speaks only as of the date of such statement, and we undertake 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For additional quantitative and qualitative disclosures about market risk affecting the Company, see “Item 7A. Qualitative and Quantitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the fiscal year ended April 29, 2012. The following table presents the sensitivity of the fair value of our open commodity contracts and interest rate and foreign currency contracts to a hypothetical 10% change in market prices or in interest rates and foreign exchange rates, as of October 28, 2012 and April 29, 2012.

	October 28, 2012		April 29, 2012
	(in millions)
Grains	$	19.4	$	49.4
Livestock	31.6		18.0
Energy	3.3		3.3
Foreign currency	7.2		11.9

ITEM 4. CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the participation of management, including the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO), regarding the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended) as of October 28, 2012. Based on that evaluation, management, including the CEO and CFO, has concluded that our disclosure controls and procedures were effective as of October 28, 2012. 

There were no changes in our internal control over financial reporting during the second quarter of fiscal 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Other than the following matters, there have been no material changes with respect to the legal proceedings disclosed in our Annual Report on Form 10-K for the fiscal year ended April 29, 2012 and our Quarterly Report on Form 10-Q for the three months ended July 29, 2012, nor have any significant new matters arisen during the six months ended October 28, 2012.

Farmland (Denison)

In a letter dated November 5, 2012, the Iowa Department of Natural Resources (IDNR) notified Farmland Foods, Inc. (Farmland) that the IDNR will initiate a civil enforcement action against Farmland. IDNR has alleged that Farmland has exceeded certain effluent limitations contained in its wastewater pretreatment agreement in connection with operations at its Denison facility. IDNR inspected the facility in June 2012 and has been in discussions with the City of Denison. We anticipate holding an informal conference with IDNR as a first step towards resolving this matter by agreement. Farmland has been working on improvements to the Denison wastewater facility and has submitted a further capital request in the amount of approximately $6 million for significant upgrades to the facility. While we could face monetary penalties, depending upon the results of the referral, we believe that any ultimate liability with respect to these matters will not have a material adverse effect on our financial position or operations.

ITEM 1A.  RISK FACTORS

There have been no material changes with respect to the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended April 29, 2012.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Period	(a) Total Number of Shares Purchased		(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
July 30, 2012 to August 29, 2012	850,280		$	18.52	850,280	$	249,759,799
August 30, 2012 to September 29, 2012	2,467,846	(2)	$	20.05	2,457,373	$	200,492,835
September 30, 2012 to October 28, 2012	94,412		$	20.18	94,412	$	198,587,236
Total	3,412,538		$	19.67	3,402,065	$	198,587,236

——————————————

⁽¹⁾  On June 16, 2011, we announced that our board of directors had approved a share repurchase program authorizing the Company to buy up to $150,000,000 of its common stock. In September 2011, our board of directors approved a $100,000,000 increase to the authorized amount. In June 2012 and July 2012, our board of directors approved an increase in the authorized amount of $250,000,000 and $100,000,000, respectively. This share repurchase program expires on June 13, 2014.

In connection with the Share Repurchase Program, we entered into an agreement with a broker (the Trading Plan) which authorized it to purchase our common stock on our behalf based on certain parameters, in accordance with the applicable requirements of Rule 10b5-1(c)(1)(i) and Rule 10b-18 under the Securities Exchange Act of 1934.

⁽²⁾  Purchases of 10,473 shares were made in open market transactions by Wells Fargo, as trustee, and these 10,473 shares are held in a rabbi trust for the benefit of participants in the Smithfield Foods, Inc. 2008 Incentive Compensation Plan director fee deferral program. The 2008 Incentive Compensation Plan was approved by our shareholders on August 27, 2008.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

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ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS

Exhibit 3.1	—	Articles of Amendment effective September 24, 2012 to the Amended and Restated Articles of Incorporation, including the Amended and Restated Articles of Incorporation of the Company, as amended to date (filed herewith).
Exhibit 3.2	—	Amendment to the Bylaws effective June 16, 2010, including the Bylaws of the Company, as amended to date (incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K filed with the SEC on June 18, 2010).
Exhibit 4.1	—	Third Supplemental Indenture to the Indenture -Senior Debt Securities between the Company and U.S. Bank National Association, as trustee, dated as of August 1, 2012 regarding the issuance by the Company of the 2012 6.625% Senior Notes due 2022 (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed with the SEC on August 1, 2012).
Exhibit 4.2	—	Form of 6.625% Senior Note Due 2022 (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the SEC on August 1, 2012).
Exhibit 10.1	—	Amended and Restated Term Loan Agreement, dated as of August 31, 2012, among the Company, certain subsidiaries of the Company that may from time to time be party thereto, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on September 6, 2012).
Exhibit 31.1	—	Certification of C. Larry Pope, President and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
Exhibit 31.2	—	Certification of Robert W. Manly, IV, Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
Exhibit 32.1	—	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 2002 (filed herewith).
Exhibit 32.2	—	Certification of Robert W. Manly, IV, Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
Exhibit 101	—	The following financial statements from Smithfield Foods, Inc.'s Quarterly Report on Form 10-Q for the quarter ended October 28, 2012, formatted in XBRL: (i) Consolidated Condensed Statements of Income, (ii) Consolidated Condensed Statements of Comprehensive Income, (iii) Consolidated Condensed Balance Sheets, (iv) Consolidated Condensed Statements of Cash Flows, and (v) the Notes to Consolidated Condensed Financial Statements (filed herewith).

39

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 thereunto duly authorized.

Smithfield Foods, Inc.

/s/    ROBERT W. MANLY, IV

Robert W. Manly, IV

Executive Vice President and Chief Financial Officer

/s/    KENNETH M. SULLIVAN     

Kenneth M. Sullivan

Senior Vice President, Finance and Chief Accounting Officer

Date: December 6, 2012

40

EX-3.1

EXHIBIT 3.1

SMITHFIELD FOODS, INC.

AMENDED AND RESTATED ARTICLES OF INCORPORATION

(Conformed Copy incorporating all amendments through September 24, 2012)

ARTICLE I

NAME

The name of the Corporation is Smithfield Foods, Inc.

ARTICLE II

PURPOSE

The Corporation shall have the power to engage in any lawful business not required by the Virginia Stock Corporation Act to be stated in the Articles of Incorporation.

ARTICLE III

AUTHORIZED SHARES

3.1 Number and Designation. The number and designation of shares that the

Corporation shall have authority to issue and the par value per share are as follows:

Class	Number of Shares	Par Value
Preferred	1,000,000	$1.00
Common	500,000,000	$0.50

3.2 Preemptive Rights. No holder of outstanding shares of any class shall have

any preemptive right with respect to (i) any shares of any class of the Corporation, whether now or hereafter authorized, (ii) any warrants, rights or options to purchase any such shares, or (iii) any obligations convertible into or exchangeable for any such shares or into warrants, rights or options to purchase any such shares.

3.3 Shareholder Approval. An amendment to the Articles of Incorporation of the Corporation shall be approved if a majority of the votes entitled to be cast by each voting group entitled to vote on such action are cast in favor of such action. Any merger or share exchange to which the Corporation is a party or any direct or indirect sale, lease, exchange or other disposition of all or substantially all of the Corporation's property, otherwise than in the usual and regular course of business, shall be approved if a majority of the votes entitled to be cast by each voting group entitled to vote on such action are cast in favor of such action; provided, however, that this sentence shall not affect the power of the Board of Directors to condition its submission of any plan of merger, share exchange or direct or indirect sale, lease, exchange or other disposition of all or substantially all of the Corporation's property,

otherwise than in the usual and regular course of business, on any basis, including the requirement of a greater vote.

ARTICLE IV

PREFERRED SHARES

4.1 Issuance in Series. The Board of Directors is authorized to issue the Preferred Shares from time to time in one or more series and to provide for the designation, preferences, limitations and relative rights of the shares of each series by the adoption of Articles of Amendment to the Articles of Incorporation of the Corporation setting forth:

(i) The maximum number of shares in the series and the designation of the series, which designation shall distinguish the shares thereof from the shares of any other series or class;

(ii) Whether shares of the series shall have special, conditional or limited voting rights, or no right to vote, except to the extent prohibited by law;

(iii) Whether shares of the series are redeemable or convertible (x) at the option of the Corporation, a shareholder or another person or upon the occurrence of a designated event, (y) for cash, indebtedness, securities or other property, and (z) in a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events;

(iv) Any right of holders of shares of the series to distributions, calculated in any manner, including the rate or rates of dividends, and whether dividends shall be cumulative, noncumulative or partially cumulative;

(v) The amount payable upon the shares of the series in the event of voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation;

(vi) Any preference of the shares of the series over the shares of any other series or class with respect to distributions, including dividends, and with respect to distributions upon the liquidation, dissolution or winding up of the affairs of the Corporation; and

(vii) Any other preferences, limitations or specified rights (including a right that no transaction of a specified nature shall be consummated while any shares of such series remain outstanding except upon the assent of all or a specified portion of such shares) now or hereafter permitted by the laws of the Commonwealth of Virginia and not inconsistent with the provisions of this Section 4.1.

4.2 Articles of Amendment. Before the issuance of any shares of a series, Articles of Amendment establishing such series shall be filed with and made effective by the State Corporation Commission of Virginia, as required by law.

4.3 Series A Junior Participating Preferred Shares.

    (a) Designation and Amount. Pursuant to a resolution adopted by the Board of Directors of the Corporation on May 30, 2001, 200,000 preferred shares (of $1.00 par value) are hereby constituted as a series of preferred shares of the Corporation which shall be designated as "Series A Junior Participating Preferred Shares" (the "Series A Preferred Shares"), the preferences, limitations and relative rights of which are set forth herein.

    (b) Dividends and Distribution.

    (i) Subject to the prior and superior rights of the holders of any preferred shares of any series ranking prior and superior to the Series A Preferred Shares with respect to dividends, the holders of Series A Preferred Shares, in preference to the holders of Common Shares, par value $.50 per share (the "Common Shares"), of the Corporation shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the fifteenth day of January, April, July and October in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Shares, in an amount per share (rounded to the nearest cent) equal to the greater of (X) $1.00 or (Y) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in Common Shares or a subdivision of the outstanding Common Shares (by reclassification or otherwise), declared on the Common Shares, since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Shares. In the event the Corporation shall at any time declare or pay any dividend on Common Shares payable in Common Shares, or effect a subdivision or combination or consolidation of the outstanding Common Shares (by reclassification or otherwise than by payment of a dividend in Common Shares) into a greater or lesser number of Common Shares, then in each such case the amount to which holders of Series A Preferred Shares were entitled immediately prior to such event under clause (Y) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of Common Shares outstanding immediately after such event and the denominator of which is the number of Common Shares that were outstanding immediately prior to such event.

The Corporation shall declare a dividend or distribution on the Series A Preferred Shares as provided in this paragraph (i) immediately after it declares a dividend or distribution on the Common Shares (other than a dividend payable in Common Shares); provided that, in the event no dividend or distribution shall have been declared on the Common Shares during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

Dividends shall begin to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 60 days prior to the date fixed for the payment thereof.

(c) Voting Rights. The holders of Series A Preferred Shares shall have the following voting rights:

(i) Subject to the provision for adjustment hereinafter set forth, each share of Series A Preferred Shares shall entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the shareholders of the Corporation. In the event the Corporation shall at any time declare or pay any dividend on Common Shares payable in Common Shares, or effect a subdivision or combination or consolidation of the outstanding Common Shares (by reclassification or otherwise than by payment of a dividend in Common Shares) into a greater or lesser number of Common Shares, then in each such case the number of votes per share to which holders of Series A Preferred Shares were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of Common Shares outstanding immediately after such event and the denominator of which is the number of Common Shares that were outstanding immediately prior to such event.

(ii) Except as otherwise provided herein or by law, the holders of Series A Preferred Shares and the holders of Common Shares shall vote together as one class on all matters submitted to a vote of shareholders of the Corporation.

(iii) Except as set forth herein, holders of Series A Preferred Shares shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Shares as set forth herein) for taking any corporate action.

(d) Certain Restrictions.

(i) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Shares as provided in paragraph (b) are in arrears, thereafter and until all

accrued and unpaid dividends and distributions, whether or not declared, on Series A Preferred Shares outstanding shall have been paid in full, the Corporation shall not:

(A) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of the Corporation ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Shares;

(B) declare or pay dividends on or make any other distributions on any shares of the Corporation ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Shares, except dividends paid ratably on the Series A Preferred Shares and all such parity shares on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(C) redeem or purchase or otherwise acquire for consideration any shares of the Corporation ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Shares, provided that the Corporation may at any time redeem, purchase or otherwise acquire any such parity shares in exchange for any shares of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred Shares; or

(D) purchase or otherwise acquire for consideration any Series A Preferred Shares, or any shares of the Corporation ranking on a parity with the Series A Preferred Shares, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(ii) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of the Corporation unless the Corporation could, under subparagraph (i) of this paragraph (d), purchase or otherwise acquire such shares at such time and in such manner.

(e) Reacquired Shares. Any Series A Preferred Shares purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation, and upon the taking of any action required by applicable law, become authorized but unissued preferred shares and may be reissued as part of a new series of preferred shares to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein.

(f) Liquidation, Dissolution or Winding Up. Upon any voluntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made:

(A) to the holders of shares of the Corporation ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Shares unless, prior thereto, the holders of Series A Preferred Shares shall have received an amount per share equal to the greater of (i) $180,000 per share, or (ii) subject to the provision for adjustment hereinafter set forth, 1000 times the aggregate amount to be distributed per share to holders of Common Shares, plus in each case an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or

(B) to the holders of shares of the Corporation ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Shares, except distributions made ratably on the Series A Preferred Shares and all other such parity shares in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up.

In the event the Corporation shall at any time declare or pay any dividend on Common Shares payable in Common Shares, or effect a subdivision or combination or consolidation of the outstanding Common Shares (by reclassification or otherwise than by payment of a dividend in Common Shares) into a greater or lesser number of Common Shares, then in each such case the aggregate amount to which holders of Series A Preferred Shares were entitled immediately prior to such event under the proviso in clause (A) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of Common Shares outstanding immediately after such event and the denominator of which is the number of Common Shares that were outstanding immediately prior to such event.

(g) Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the Common Shares are exchanged for or changed into other shares or securities, cash and/or any other property, then in any such case the Series A Preferred Shares shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of shares, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Shares is changed or exchanged. In the event the Corporation shall at any time declare or pay any dividend on Common Shares payable in Common Shares, or effect a subdivision or combination or consolidation of the outstanding Common Shares (by reclassification or otherwise than by payment of a dividend in Common Shares) into a greater or lesser number of Common Shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of Series A Preferred Shares shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of Common Shares outstanding immediately after such event and the denominator of which is the number of Common Shares that were outstanding immediately prior to such event.

(h) No Redemption. The Series A Preferred Shares shall not be redeemable.

(i) Ranking. The Series A Preferred Shares shall be junior to all other series of the Corporation's preferred shares as to the payment of dividends passu with the Series A Preferred Shares.

(j) Amendment. The Articles of Incorporation of the Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Preferred Shares so as to affect them adversely without the affirmative vote of the holders of two-thirds or more of the outstanding Series A Preferred Shares voting together as a single class.

4.4 Series B Special Voting Preferred Share

(a) Designation and Amount. Pursuant to a resolution adopted by the Board of Directors of the Corporation on May 27, 1998, one (1) preferred share (of $1.00 par value) is hereby constituted as a series of preferred shares of the Corporation which shall be designated as the "Series B Special Voting Preferred Share" (the "Series B Preferred Share"), the preferences and relative, optional and other special rights of which and the qualifications, limitations or restrictions of which shall be as set forth herein.

(b) Dividends and Distributions. The holder of the Series B Preferred Share shall not be entitled to receive any portion of any dividend or distribution at any time.

(c) Voting Rights. The holder of the Series B Preferred Share shall     have the following voting rights:

(i) The Series B Preferred Share shall entitle the holder thereof to an aggregate number of votes equal to the number of Exchangeable Shares ("Exchangeable Shares"), of Smithfield Canada Limited, an Ontario corporation ("Smithfield Canada"), outstanding from time to time which are not owned by the Corporation or any of its direct or indirect subsidiaries.

(ii) Except as otherwise provided herein or by law, the holder of the Series B Preferred Share and the holders of Common Shares and of Series A Preferred Shares shall vote together as one class on all matters submitted to a vote of shareholders of the Corporation.

(iii) Except as set forth herein, the holder of the Series B Preferred Share shall have no special voting rights, and its consent shall not be required (except to the extent it is entitled to vote with holders of Common Shares and of Series A Preferred Shares as set forth herein) for taking any corporate action.

(d) Additional Provisions.

(i) The Holder of the Series B Preferred Share is entitled to exercise the voting rights attendant thereto in such manner as such holder desires.

(ii) At such time as (A) the Series B Preferred Share entitles its holder to a number of votes equal to zero because there are no Exchangeable Shares of Smithfield Canada outstanding which are not owned by the Corporation or any of its direct or indirect subsidiaries, and (B) there is no share of stock, debt, option or other agreement, obligation or commitment of Smithfield Canada which could by its terms require Smithfield Canada to issue any Exchangeable Shares to any person other than the Corporation or any of its direct or indirect subsidiaries, then the Series B Preferred Share shall thereupon be retired and cancelled promptly thereafter. Such Share shall upon its cancellation, and upon the taking of any action required by applicable law, become an authorized but unissued preferred share and may be reissued as part of a new series of preferred shares to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein.

(e) Reacquired Share. If the Series B Preferred Share should be purchased or otherwise acquired by the Corporation in any manner whatsoever, then the Series B Preferred Share shall be retired and cancelled promptly after the acquisition thereof. Such share shall upon its cancellation, and upon the taking of any action required by applicable law, become an authorized but unissued preferred share and may be reissued as part of a new series of preferred shares to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein.

(f) Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Corporation, the holder of the Series B Preferred Share shall not be entitled to any portion of any distribution.

(g) No Redemption or Conversion. The Series B Preferred Share shall not be redeemable or convertible.

ARTICLE V

COMMON SHARES

5.1 Voting Rights. The holders of outstanding Common Shares shall, to the exclusion of the holders of any other class of shares of the Corporation, have the sole power to vote for the election of directors and for all other purposes without limitation, except (i) as otherwise provided in the Articles of Amendment establishing any series of Preferred Shares or (ii) as may be required by law.

5.2 Distributions. Subject to the rights of the holders of shares, if any, ranking senior to the Common Shares as to dividends or rights in the liquidation, dissolution or winding up of the affairs of the Corporation, the holders of the Common Shares shall be entitled to distributions, including dividends, when declared by the Board of Directors and to the net assets of the Corporation upon the liquidation, dissolution or winding up of the affairs of the Corporation.

ARTICLE VI

BOARD OF DIRECTORS

6.1 Election and Term. Prior to the 2013 annual meeting of shareholders, the Board of Directors shall be divided into three classes as nearly equal in number as possible. Directors elected at the 2010 annual meeting of shareholders shall hold office until the 2013 annual meeting. Directors elected at the 2011 annual meeting of shareholders shall hold office until the 2014 annual meeting. Directors elected at the 2012 annual meeting of shareholders shall hold office until the 2015 annual meeting. Beginning with the 2013 annual meeting of shareholders, directors shall be elected to hold office for a term expiring at the next annual meeting of shareholders following their election.

6.2 Removal of Directors. Subject to the rights of the holders of any series of Preferred Shares then outstanding, a director may be removed only with cause by the affirmative vote of the holders of shares representing at least 66 2/3% of the votes entitled to be cast on such action.

6.3 Newly-Created Directorships; Vacancies. Subject to the rights of the holders of any series of Preferred Shares then outstanding, any vacancy occurring in the Board of Directors, including a vacancy resulting from an increase in the number of directors or the removal of a director, may be filled only by the affirmative vote of a majority of the directors remaining in office even if the directors in office constitute less than a quorum of the Board of Directors.

ARTICLE VII

LIMIT ON LIABILITY AND INDEMNIFICATION

7.1 Definitions. For purposes of this Article the following definitions shall apply:

(i) "Corporation" means this Corporation only and no predecessor entity or other legal entity;

(ii) "expenses" include counsel fees, expert witness fees, and costs of investigation, litigation and appeal, as well as any amounts expended in asserting a claim for indemnification;

(iii) "liability" means the obligation to pay a judgment, settlement, penalty, fine, or other such obligation, including, without limitation, any excise tax assessed with respect to an employee benefit plan;

(iv) "legal entity" means a corporation, partnership, joint venture, trust, employee benefit plan or other enterprise;

(v) "predecessor entity" means a legal entity the existence of which ceased upon its acquisition by the Corporation in a merger or otherwise; and

(vi) "proceeding" means any threatened, pending, or completed action, suit, proceeding or appeal whether civil, criminal, administrative or investigative and whether formal or informal.

7.2 Limit on Liability. In every instance in which the Virginia Stock Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of liability of directors or officers of a corporation to the corporation or its shareholders, the directors and officers of this Corporation shall not be liable to the Corporation or its shareholders.

7.3 Indemnification of Directors and Officers. The Corporation shall indemnify any individual who is, was or is threatened to be made a party to a proceeding (including a proceeding by or in the right of the Corporation) because such individual is or was a director or officer of the Corporation or because such individual is or was serving the Corporation, or any other legal entity in any capacity at the request of the Corporation while a director or officer of the Corporation, against all liabilities and reasonable expenses incurred in the proceeding except such liabilities and expenses as are incurred because of such individual's willful misconduct or knowing violation of the criminal law.

Service as a director or officer of a legal entity controlled by the Corporation shall be deemed service at the request of the Corporation. The determination that indemnification under this Section 7.3 is permissible and the evaluation as to the reasonableness of expenses in a specific case shall be made, in the case of a director, as provided by law, and in the case of an officer, as provided in Section 7.4 of this Article; provided, however, that if a majority of the directors of the Corporation has changed after the date of the alleged conduct giving rise to a claim for indemnification, such determination and evaluation shall, at the option of the person claiming indemnification, be made by special legal counsel agreed upon by the Board of Directors and such person. Unless a determination has been made that indemnification is not permissible, the Corporation shall make advances and reimbursements for expenses incurred by a director or officer in a proceeding upon receipt of an undertaking from such director or officer to repay the same if it is ultimately determined that such director or officer is not entitled to indemnification. Such undertaking shall be an unlimited, unsecured general obligation of the director or officer and shall be accepted without reference to such director's or officer's ability to make repayment. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that a director or officer acted in such a manner as to make such director or officer ineligible for indemnification. The Corporation is authorized to contract in advance to indemnify and make advances and reimbursements for expenses to any of its directors or officers to the same extent provided in this Section 7.3.

7.4 Indemnification of Others. The Corporation may, to a lesser extent or to the same extent that it is required to provide indemnification and make advances and reimbursements for expenses to its directors and officers pursuant to Section 7.3, provide indemnification and make advances and reimbursements for expenses to its employees and agents, the directors, officers, employees and agents of its subsidiaries and predecessor entities, and any person serving any other legal entity in any capacity at the request of the Corporation, and may

contract in advance to do so. The determination that indemnification under this Section 7.4 is permissible, the authorization of such indemnification and the evaluation as to the reasonableness of expenses in a specific case shall be made as authorized from time to time by general or specific action of the Board of Directors, which action may be taken before or after a claim for indemnification is made, or as otherwise provided by law. No person's rights under Section 7.3 of this Article shall be limited by the provisions of this Section 7.4.

7.5 Miscellaneous. The rights of each person entitled to indemnification under this Article shall inure to the benefit of such person's heirs, executors and administrators. Special legal counsel selected to make determinations under this Article may be counsel for the Corporation. Indemnification pursuant to this Article shall not be exclusive of any other right of indemnification to which any person may be entitled, including indemnification pursuant to a valid contract, indemnification by legal entities other than the Corporation and indemnification under policies of insurance purchased and maintained by the Corporation or others. However, no person shall be entitled to indemnification by the Corporation to the extent such person is indemnified by another, including an insurer. The Corporation is authorized to purchase and maintain insurance against any liability it may have under this Article or to protect any of the persons named above against any liability arising from their service to the Corporation or any other legal entity at the request of the Corporation regardless of the Corporation's power to indemnify against such liability. The provisions of this Article shall not be deemed to preclude the Corporation from entering into contracts otherwise permitted by law with any individuals or legal entities, including those named above. If any provision of this Article or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity shall not affect other provisions or applications of this Article, and to this end the provisions of this Article are severable.

7.6 Amendments. No amendment, modification or repeal of this Article shall diminish the rights provided hereunder to any person arising from conduct or events occurring before the adoption of such amendment, modification or repeal.

EX-31.1

EXHIBIT 31.1

Certifications

I, C. Larry Pope, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Smithfield Foods, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: December 6, 2012

/s/C. LARRYPOPE        

C. Larry Pope

President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Certifications

I, Robert W. Manly, IV certify that:

1. I have reviewed this quarterly report on Form 10-Q of Smithfield Foods, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: December 6, 2012

/s/    ROBERTW. MANLY, IV

Robert W. Manly, IV

Executive Vice President and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Smithfield Foods, Inc. (the “Company”) on Form 10-Q for the period ended October 28, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, C. Larry Pope, President and Chief Executive Officer of the Company certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: December 6, 2012
	/s/C. LARRYPOPE
	C. Larry Pope President and Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Smithfield Foods, Inc. (the “Company”) on Form 10-Q for the period ended October 28, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert W. Manly, IV, Executive Vice President and Chief Financial Officer of the Company certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: December 6, 2012
	/s/    ROBERTW. MANLY, IV
	Robert W. Manly, IV Executive Vice President and Chief Financial Officer

XML

INVESTMENTS Equity Method Investments (Details) (USD $) In Millions, unless otherwise specified	Oct. 28, 2012	Apr. 29, 2012
Schedule of Equity Method Investments [Line Items]
Investments	$ 519.9	$ 522.6
Campofrio Food Group [Member]
Schedule of Equity Method Investments [Line Items]
Ownership Percentage	37.00%
Investments	374.5	385.2
Mexican Joint Ventures [Member]
Schedule of Equity Method Investments [Line Items]
Ownership Percentage	50.00%
Investments	119.8	111.2
Other Equity Method Investments [Member]
Schedule of Equity Method Investments [Line Items]
Investments	$ 25.6	$ 26.2

XML

SHAREHOLDERS' EQUITY Share Based Compensation (Narrative) (Details)	6 Months Ended	12 Months Ended
	Oct. 28, 2012	Apr. 29, 2012
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period	32,274	87,262
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period	324,475	417,288

XML

PENSION PLANS (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Oct. 28, 2012	Oct. 30, 2011	Oct. 28, 2012	Oct. 30, 2011
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Service cost	$ 11.8	$ 9.4	$ 23.6	$ 18.7
Interest cost	18.7	19.0	37.4	38.0
Expected return on plan assets	(19.7)	(19.9)	(39.4)	(39.8)
Net amortization	13.2	5.8	26.4	11.7
Pension expense	$ 24.0	$ 14.3	$ 48.0	$ 28.6

XML

DERIVATIVE FINANCIAL INSTRUMENTS Fair Value (Details) (USD $) In Millions, unless otherwise specified	Oct. 28, 2012	Apr. 29, 2012
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value, Gross Asset	$ 117.8	$ 79.0
Derivative Liability, Fair Value, Gross Liability	22.5	30.7
Designated as Hedging Instrument [Member]
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value, Gross Asset	95.2	60.1
Derivative Liability, Fair Value, Gross Liability	10.0	9.6
Not Designated as Hedging Instrument [Member]
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value, Gross Asset	22.6	18.9
Derivative Liability, Fair Value, Gross Liability	12.5	21.1
Grain Contracts [Member] | Designated as Hedging Instrument [Member]
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value, Gross Asset	91.7	35.3
Derivative Liability, Fair Value, Gross Liability	1.9	9.6
Grain Contracts [Member] | Not Designated as Hedging Instrument [Member]
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value, Gross Asset	17.9	9.1
Derivative Liability, Fair Value, Gross Liability	7.0	1.0
Livestock Contracts [Member] | Designated as Hedging Instrument [Member]
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value, Gross Asset	1.1	22.9
Derivative Liability, Fair Value, Gross Liability	8.1	0
Livestock Contracts [Member] | Not Designated as Hedging Instrument [Member]
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value, Gross Asset	1.5	7.4
Derivative Liability, Fair Value, Gross Liability	2.2	7.2
Energy Contracts [Member] | Not Designated as Hedging Instrument [Member]
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value, Gross Asset	2.7	0
Derivative Liability, Fair Value, Gross Liability	3.1	12.2
Foreign Exchange Contract [Member] | Designated as Hedging Instrument [Member]
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value, Gross Asset	2.4	1.9
Derivative Liability, Fair Value, Gross Liability	0	0
Foreign Exchange Contract [Member] | Not Designated as Hedging Instrument [Member]
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value, Gross Asset	0.5	2.4
Derivative Liability, Fair Value, Gross Liability	$ 0.2	$ 0.7

XML

PENSION PLANS (Tables)

6 Months Ended

Oct. 28, 2012

Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract]

Schedule of Net Benefit Costs [Table Text Block]

The components of net periodic pension cost consist of:

	Three Months Ended						Six Months Ended
	October 28, 2012			October 30, 2011			October 28, 2012			October 30, 2011
	(in millions)						(in millions)
Service cost	$	11.8		$	9.4		$	23.6		$	18.7
Interest cost	18.7			19.0			37.4			38.0
Expected return on plan assets	(19.7		)	(19.9		)	(39.4		)	(39.8		)
Net amortization	13.2			5.8			26.4			11.7
Net periodic pension cost	$	24.0		$	14.3		$	48.0		$	28.6

XML

FAIR VALUE MEASUREMENTS Fair Value and Carrying Value of Debt (Details) (USD $) In Millions, unless otherwise specified	Oct. 28, 2012	Apr. 29, 2012
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term Debt, Fair Value	$ 2,437.3	$ 2,176.5
Long-term Debt	$ 2,323.9	$ 1,937.3

XML

DEBT Narrative (Details) (USD $)	1 Months Ended	3 Months Ended		6 Months Ended
	Aug. 31, 2012	Oct. 28, 2012	Oct. 30, 2011	Oct. 28, 2012	Oct. 30, 2011
Debt Instrument [Line Items]
Loss on debt extinguishment	$ 120,700,000	$ 120,700,000	$ 6,400,000	$ 120,700,000	$ 7,600,000
Senior Unsecured Convertible Notes, Four Percent, Due June 2013 [Member]
Debt Instrument [Line Items]
Long-term Debt, Current Maturities		384,300,000		384,300,000
Debt Instrument, Unamortized Discount (Premium), Net		15,700,000		15,700,000
Senior Unsecured Notes, Seven Point Seven Five Percent, Due May 2013 [Member]
Debt Instrument [Line Items]
Long-term Debt, Current Maturities		55,000,000		55,000,000
Issuance of Debt [Member] | Senior Unsecured Notes, Six Point Six Two Five Percent, Due August 2022 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	1,000,000,000
Proceeds from Issuance of Long-term Debt, Net of Debt Issuance Costs	981,200,000
Debt Issuance Cost	18,000,000
Debt Issuance Costs, Life	10 years
Tender Offer to Repurchase Debt [Member]
Debt Instrument [Line Items]
Debt Instrument, Repurchase Amount	649,400,000
Tender Offer to Repurchase Debt [Member] | Senior Unsecured Notes, Seven Point Seven Five Percent, Due May 2013 [Member]
Debt Instrument [Line Items]
Debt Instrument, Repurchased Face Amount	105,000,000
Tender Offer to Repurchase Debt [Member] | Senior Secured Notes, Ten Percent, Due July 2014 [Member]
Debt Instrument [Line Items]
Debt Instrument, Repurchased Face Amount	456,600,000
Repayment of Debt [Member] | Senior Secured Notes, Ten Percent, Due July 2014 [Member]
Debt Instrument [Line Items]
Debt Instrument, Repurchase Amount	155,500,000
Debt Instrument, Repurchased Face Amount	$ 132,800,000
Amendment of Debt Agreement [Member] | Rabobank Term Loan [Member]
Debt Instrument [Line Items]
Debt Instrument, Maturity Date, Description	extended from June 2016 (fiscal 2017) to May 2018 (fiscal 2019)
Debt Instrument, Interest Rate Terms	annual rate equal to LIBOR plus 4%, or at our election, a base rate plus 3%
Debt Instrument, Covenant Description	minimum interest coverage ratio (ratio of consolidated EBITDA to consolidated interest expense) of not less than 1.75 to 1.0 commencing with our third quarter of fiscal 2013

XML

DERIVATIVE FINANCIAL INSTRUMENTS Gains (Losses) Recognized in Earnings on Mark-to-Market Contracts (Details) (Not Designated as Hedging Instrument [Member], USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Oct. 28, 2012	Oct. 30, 2011	Oct. 28, 2012	Oct. 30, 2011
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Income, Net	$ 16.7	$ 0.8	$ 13.1	$ 22.9
Commodity Contract [Member] | Cost of Sales [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Income, Net	17.1	4.5	8.9	25.3
Foreign Exchange Contract [Member] | Operating Expense [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Income, Net	$ (0.4)	$ (3.7)	$ 4.2	$ (2.4)

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SHAREHOLDERS' EQUITY Share Repurchase Program (Details) (USD $) In Millions, except Share data, unless otherwise specified	1 Months Ended		6 Months Ended		12 Months Ended	18 Months Ended	1 Months Ended
	Jul. 31, 2012	Jun. 30, 2012	Oct. 28, 2012	Oct. 30, 2011	Apr. 29, 2012	Nov. 29, 2012	Nov. 30, 2012 COFCO [Member] Subsequent Event [Member]
Equity, Class of Treasury Stock [Line Items]
Stock Repurchase Program, Authorized Amount		$ 250.0			$ 250.0
Stock Repurchase Program, Increase to Authorized Amount	100.0
Stock Repurchase Program, Period in Force		24 months
Stock Repurchased During Period, Shares			10,823,296			28,244,783	7,000,000
Repurchase of common stock			$ 212.3	$ 110.6		$ 575.9	$ 147.8
Stock Repurchased During Period, Average Price Per Share						$ 20.38

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INVENTORIES

6 Months Ended

Oct. 28, 2012

Inventory Disclosure [Abstract]

INVENTORIES

INVENTORIES

Inventories consist of the following:

	October 28, 2012		April 29, 2012
	(in millions)
Livestock	$	1,119.7	$	962.8
Fresh and packaged meats	1,028.7		912.1
Grains	241.3		90.4
Manufacturing supplies	61.3		59.1
Other	53.3		48.0
Total inventories	$	2,504.3	$	2,072.4

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DEBT Working Capital Facilities (Details) (USD $)	Oct. 28, 2012
Line of Credit Facility [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 1,300,000,000
Line of Credit Facility, Remaining Borrowing Capacity	1,100,000,000
Inventory Revolver [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	925,000,000
Securitization Facility [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	275,000,000
Accounts Receivable Held By SPV	488,800,000
Line of Credit Facility, Amount Outstanding	30,000,000
International Credit Facilities [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 119,400,000

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ACQUISITION Narrative (Details) (American Skin Food Group, LLC [Member], USD $) In Millions, unless otherwise specified	1 Months Ended
	Sep. 30, 2012
Business Acquisition [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired	70.00%
Business Acquisition, Cost of Acquired Entity, Purchase Price	$ 23.3
Business Acquisition, Current Year Projected Revenue of Acquired Entity	25
Business Acquisition, Projected Current Year Net Income of Acquired Entity	3
Business Acquisition, Purchase Price Allocation, Goodwill, Expected Tax Deductible Amount	10.5
Trademarks [Member]
Business Acquisition [Line Items]
Acquired Indefinite-lived Intangible Asset, Amount	0.1
Customer Relationships [Member]
Business Acquisition [Line Items]
Acquired Finite-lived Intangible Asset, Amount	9.7
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	15 years
Contractual Rights [Member]
Business Acquisition [Line Items]
Acquired Finite-lived Intangible Asset, Amount	$ 2.6
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	12 years

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Narrative (Details) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Oct. 28, 2012	Oct. 30, 2011	Oct. 28, 2012	Oct. 30, 2011
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	2.1	1.8	2.1	1.8

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GUARANTEES (Details) (USD $) In Millions, unless otherwise specified	Oct. 28, 2012
Agroindustrial del Noroeste [Member] | Financial Guarantee [Member]
Guarantor Obligations [Line Items]
Guarantor Obligations, Maximum Exposure, Undiscounted	$ 87.0
Guarantor Obligations, Current Carrying Value	54.3
Smithfield Beef [Member] | Property Lease Guarantee [Member]
Guarantor Obligations [Line Items]
Guarantor Obligations, Current Carrying Value	$ 10.8

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ACQUISITION Assets Acquired (Details) (American Skin Food Group, LLC [Member], USD $) In Millions, unless otherwise specified	Sep. 30, 2012
American Skin Food Group, LLC [Member]
Business Acquisition [Line Items]
Cash and cash equivalents	$ 0.2
Accounts receivable, net	2.0
Inventories	0.7
Property, plant and equipment, net	3.4
Intangible assets, net	12.4
Goodwill	15.1
Assets acquired	33.8
Accounts payable	0.5
Liabilities assumed	0.5
Noncontrolling interests	10.0
Purchase price	$ 23.3

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INVENTORIES (Details) (USD $) In Millions, unless otherwise specified	Oct. 28, 2012	Apr. 29, 2012
Inventory [Line Items]
Livestock	$ 1,119.7	$ 962.8
Fresh and packaged meats	1,028.7	912.1
Grains	241.3	90.4
Manufacturing supplies	61.3	59.1
Other	53.3	48.0
Total inventories	$ 2,504.3	$ 2,072.4

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ACQUISITION

6 Months Ended

Oct. 28, 2012

Business Combinations [Abstract]

ACQUISITION

ACQUISITION

American Skin Food Group, LLC

In September 2012 (fiscal 2013), we acquired a 70% controlling interest in American Skin Food Group, LLC (American Skin) for $23.3 million in cash. The purchase price is subject to post-closing adjustments for differences in American Skin's calendar 2012 earnings and working capital at closing from agreed-upon targets.

Located in Burgaw, North Carolina, American Skin manufactures and supplies pork rinds to the snack food industry. By leveraging our coordinated sales and marketing team, we believe American Skin can expand into new markets both domestically and internationally, which could substantially increase current sales of approximately $25 million and net income of $3 million annually over the next five to seven years with minimal additional plant investment.

The acquisition of American Skin was accounted for in the Pork segment using the acquisition method of accounting, which requires, among other things, that assets acquired, liabilities assumed and noncontrolling interests in the acquiree be recognized at their fair values as of the acquisition date. The following table summarizes the fair values of the assets acquired, liabilities assumed and noncontrolling interests recognized as of the date of acquisition for American Skin:

	(in millions)
Cash and cash equivalents	$	0.2
Accounts receivable, net	2.0
Inventories	0.7
Property, plant and equipment, net	3.4
Intangible assets, net	12.4
Goodwill	15.1
Assets acquired	33.8
Accounts payable	0.5
Liabilities assumed	0.5
Noncontrolling interests	10.0
Purchase price	$	23.3

Intangible assets acquired include customer relationship assets, contractual rights and trademarks with fair values of $9.7 million, $2.6 million and $0.1 million, respectively. The customer relationship assets and contractual rights will be amortized over useful lives of 15 years and 12 years, respectively. The trademarks are not subject to amortization.

Goodwill was recognized to reflect the amount of the enterprise fair value that exceeded the fair value of the identifiable assets acquired and liabilities assumed. The amount of goodwill that is expected to be deductible for tax purposes is $10.5 million.

The fair value of the noncontrolling interests was measured based on market multiples for similar public companies and consideration of the terms of the acquisition, which provide the noncontrolling interest holders the right to exercise a put option, which would obligate us to redeem their interests. The redemption amount is based on a fixed multiple of earnings, which is consistent with the formula utilized in determining the purchase price for our 70% interest.

Due to the potential post-closing purchase price adjustments noted above, the amounts recognized for goodwill, including the related tax deductible portion, and noncontrolling interests are subject to change.

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DERIVATIVE FINANCIAL INSTRUMENTS Narrative (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Oct. 28, 2012	Oct. 30, 2011	Oct. 28, 2012	Oct. 30, 2011
Derivative [Line Items]
Derivative, Collateral, Right to Reclaim Cash	$ 36.1		$ 36.1
Derivative, Collateral, Obligation to Return Cash	67.0		67.0
Credit Exposure on Non-Exchange Traded Derivative Contracts, Excluding the Effects of Netting Arrangements	32.3		32.3
Credit Exposure on Non-Exhange Traded Derivative Contracts, Including the Effects of Netting Arrangements	27.9		27.9
Gain (Loss) Recognized in Income as a Result of Cash Flow Hedge De-Designation				12.0
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax	81.4		81.4
Tax On Deferred Gains (Losses) in Accumulated Other Comprehensive Income (Loss)	51.2		51.2
Gains (Losses) Recognized on Closed Commodity Derivative Contracts As the Underlying Cash Transactions Affected Earnings	1.1	(1.2)	4.5	4.7
Gains (Losses) on Derivative Contracts Representing the Differences Between Spot and Futures Prices Which are Excluded from the Assessment of Effectiveness and Recorded Directly Into Earnings	(1.2)		(7.5)	5.7
Scenario, Forecast [Member] | Commodity Contract [Member]
Derivative [Line Items]
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months	53.2
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months, Net of Tax	$ 32.5

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INVESTMENTS CFG Stock Prices (Details) (Campofrio Food Group [Member], EUR €)	Oct. 28, 2012	Apr. 29, 2012	Feb. 17, 2012	Sep. 12, 2011	May 05, 2011	Dec. 03, 2012 Subsequent Event [Member]
Schedule of Equity Method Investments [Line Items]
Equtiy Method Investment, Market Value Per Share in Euros	€ 5.69	€ 6.30	€ 7.20	€ 5.51	€ 9.27	€ 4.58
Equity Method Investment, Carrying Value Per Share in Euros	€ 7.65	€ 7.70	€ 7.54	€ 8.68	€ 7.93

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CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Oct. 28, 2012	Oct. 30, 2011	Oct. 28, 2012	Oct. 30, 2011
Sales	$ 3,225.8	$ 3,312.6	$ 6,317.1	$ 6,406.8
Cost of sales	2,848.5	2,893.0	5,607.6	5,580.1
Gross profit	377.3	419.6	709.5	826.7
Selling, general and administrative expenses	205.7	200.8	406.8	439.5
Income from equity method investments	(6.7)	(5.9)	(7.4)	(10.7)
Operating profit	178.3	224.7	310.1	397.9
Interest expense	41.5	44.2	84.0	92.3
Loss on debt extinguishment	120.7	6.4	120.7	7.6
Income before income taxes	16.1	174.1	105.4	298.0
Income tax expense	5.2	53.4	32.8	95.2
Net income	$ 10.9	$ 120.7	$ 72.6	$ 202.8
Net income per share:
Basic (in dollars per share)	$ 0.07	$ 0.74	$ 0.48	$ 1.24
Diluted (in dollars per share)	$ 0.07	$ 0.74	$ 0.48	$ 1.23
Weighted average shares outstanding:
Basic (in shares)	148.4	162.4	151.4	164.1
Effect of dilutive shares (in shares)	0.7	1.1	0.8	1.1
Diluted (in shares)	149.1	163.5	152.2	165.2

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INCOME TAXES (Details)	3 Months Ended		6 Months Ended
	Oct. 28, 2012	Oct. 30, 2011	Oct. 28, 2012	Oct. 30, 2011
Income Tax Disclosure [Abstract]
Effective Income Tax Rate	32.00%	31.00%	31.00%	32.00%

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CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Oct. 28, 2012	Oct. 30, 2011
Cash flows from operating activities:
Net income	$ 72.6	$ 202.8
Adjustments to reconcile net cash flows from operating activities:
Depreciation and amortization	117.7	122.3
Loss (gain) on sale of property, plant and equipment, including breeding stock	10.4	(25.3)
Income from equity method investments	(7.4)	(10.7)
Pension expense	48.0	28.6
Pension contributions	(8.6)	(132.1)
Changes in operating assets and liabilities and other, net	(423.2)	(251.9)
Net cash flows from operating activities	(190.5)	(66.3)
Cash flows from investing activities:
Capital expenditures	(127.7)	(139.4)
Business acquisition, net of cash acquired	(23.1)	0
Net (expenditures) proceeds from breeding stock transactions	(13.4)	9.9
Proceeds from the sale of property, plant and equipment	10.7	4.8
Net cash flows from investing activities	(153.5)	(124.7)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	1,019.2	0
Principal payments on long-term debt and capital lease obligations	(711.4)	(124.1)
Net proceeds on revolving credit facilities and notes payable	66.7	176.0
Repurchase of common stock	(212.3)	(110.6)
Change in cash collateral	0	23.9
Debt issuance costs and other	(17.9)	(10.9)
Net cash flows from financing activities	144.3	(45.7)
Effect of foreign exchange rate changes on cash	(1.0)	(1.6)
Net change in cash and cash equivalents	(200.7)	(238.3)
Cash and cash equivalents at beginning of period	324.3	374.7
Cash and cash equivalents at end of period	$ 123.6	$ 136.4

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DERIVATIVE FINANCIAL INSTRUMENTS Pretax Impact of Cash Flow Hedges on the Consolidated Condensed Statements of Income (Details) (Cash Flow Hedging [Member], USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Oct. 28, 2012	Oct. 30, 2011	Oct. 28, 2012	Oct. 30, 2011
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net	$ (4.2)	$ 22.7	$ 128.2	$ 17.2
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net	44.1	30.7	78.8	71.2
Derivative Instruments, Gain (Loss) Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing, Net	0.9	(1.0)	3.7	(1.2)
Grain Contracts [Member] | Cost of Sales [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net	(4.4)	(2.7)	129.5	(16.6)
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net	18.9	24.3	21.6	68.1
Derivative Instruments, Gain (Loss) Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing, Net	0.7	0	3.4	(0.1)
Lean Hog Contracts [Member] | Sales [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net	(1.4)	21.2	(1.1)	29.3
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net	25.6	6.8	57.8	5.1
Derivative Instruments, Gain (Loss) Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing, Net	0.2	(1.0)	0.3	(1.1)
Interest Rate Swap [Member] | Interest Expense [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net	0	0	0	0
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net	0	(0.6)	0	(2.4)
Derivative Instruments, Gain (Loss) Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing, Net	0	0	0	0
Foreign Exchange Contract [Member] | Operating Expense [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net	1.6	4.2	(0.2)	4.5
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net	(0.4)	0.2	(0.6)	0.4
Derivative Instruments, Gain (Loss) Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing, Net	$ 0	$ 0	$ 0	$ 0

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INVENTORIES (Tables)

6 Months Ended

Oct. 28, 2012

Inventory Disclosure [Abstract]

Schedule of Inventory, Current [Table Text Block]

Inventories consist of the following:

	October 28, 2012		April 29, 2012
	(in millions)
Livestock	$	1,119.7	$	962.8
Fresh and packaged meats	1,028.7		912.1
Grains	241.3		90.4
Manufacturing supplies	61.3		59.1
Other	53.3		48.0
Total inventories	$	2,504.3	$	2,072.4

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DERIVATIVE FINANCIAL INSTRUMENTS Gains (Losses) Recognized in Earnings on Fair Value Hedges (Details) (Commodity Contract [Member], Cost of Sales [Member], Fair Value Hedging [Member], USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Oct. 28, 2012	Oct. 30, 2011	Oct. 28, 2012	Oct. 30, 2011
Commodity Contract [Member] | Cost of Sales [Member] | Fair Value Hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Change in Unrealized Gain (Loss) on Fair Value Hedging Instruments	$ 7.7	$ 1.4	$ (18.7)	$ 11.1
Change in Unrealized Gain (Loss) on Hedged Item in Fair Value Hedge	$ (9.1)	$ (1.4)	$ 11.2	$ (5.0)

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INVESTMENTS (Tables)

6 Months Ended

Oct. 28, 2012

Equity Method Investments and Joint Ventures [Abstract]

Schedule of Equity Method Investments [Table Text Block]

Investments consist of the following:

Equity Investment	% Owned	October 28, 2012		April 29, 2012
		(in millions)
Campofrío Food Group (CFG)	37%	$	374.5	$	385.2
Mexican joint ventures	50%	119.8		111.2
Other	Various	25.6		26.2
Total investments		$	519.9	$	522.6

Per Share Price for Equtiy Method Investment [Table Text Block]

The table below shows CFG's intra-day high share price and Smithfield's carrying value, expressed in euro per share, on various dates relevant to our disclosures during the last 18 months.

Date	Share Price		Carrying Value
May 5, 2011	€	9.27	€	7.93
September 12, 2011	€	5.51	€	8.68
February 17, 2012	€	7.20	€	7.54
April 29, 2012 (1)	€	6.30	€	7.70
October 28, 2012 (1) (2)	€	5.69	€	7.65

——————————————

⁽¹⁾  Share prices on quarter end date reflect the last trading day in the quarter.

⁽²⁾  Subsequent to the end of the second quarter of fiscal 2013, CFG's share price closed at €4.58 on December 3, 2012.

Schedule of Equity in (Income) Loss of Equity Method Investments [Table Text Block]

consists of the following:

		Three Months Ended						Six Months Ended
Equity Investment	Segment	October 28, 2012			October 30, 2011			October 28, 2012			October 30, 2011
		(in millions)						(in millions)
CFG (1)	International	$	(1.3	)	$	(4.0	)	$	(1.4	)	$	(4.2	)
Mexican joint ventures	International	(5.9		)	(1.9		)	(5.5		)	(4.9		)
All other equity method investments	Various	0.5			—			(0.5		)	(1.6		)
Income from equity method investments		$	(6.7	)	$	(5.9	)	$	(7.4	)	$	(10.7	)

——————————————

⁽¹⁾  CFG prepares its financial statements in accordance with International Financial Reporting Standards. Our share of CFG’s results reflects U.S. GAAP adjustments and thus, there may be differences between the amounts we report for CFG and the amounts reported by CFG.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Oct. 28, 2012

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. You should read these statements and notes in conjunction with the audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the fiscal year ended April 29, 2012. The information reflects all normal recurring adjustments which we believe are necessary to present fairly the financial position and results of operations for all periods included.

Smithfield Foods, Inc., together with its subsidiaries (the “Company,” “we,” “us” or “our”), is the largest hog producer and pork processor in the world. We are also the leader in numerous packaged meats categories with popular brands including Farmland®, Smithfield®, Eckrich®, Armour® and John Morrell®. We produce and market a wide variety of fresh meat and packaged meats products both domestically and internationally. We conduct our operations through four reportable segments: Pork, Hog Production, International and Corporate, each of which is comprised of a number of subsidiaries, joint ventures and other investments.

The three months ended October 28, 2012 correspond to the second quarter of fiscal 2013 and the three months ended October 30, 2011 correspond to the second quarter of fiscal 2012.

Net Income per Share

We present dual computations of net income per share. The basic computation is based on weighted average common shares outstanding during the period. The diluted computation reflects the potentially dilutive effect of common stock equivalents, such as stock options and performance share units, during the period. We excluded stock options for approximately 2.1 million and 1.8 million shares for the three months ended October 28, 2012 and October 30, 2011, respectively, and 2.1 million and 1.8 million shares for the six months ended October 28, 2012 and October 30, 2011, respectively, from the diluted computation because their effect would have been anti-dilutive.

Recently Issued Accounting Pronouncements

In July 2012, the Financial Accounting Standards Board (FASB) issued new accounting guidance on testing indefinite-lived intangible assets for impairment. The new guidance provides an entity the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. If it is not, no further analysis is required. If it is, the previously prescribed test is required. The new guidance is effective for fiscal years beginning after September 15, 2012 with early adoption permitted. The adoption of this guidance is not expected to impact our consolidated condensed financial statements.

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CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Oct. 28, 2012	Oct. 30, 2011	Oct. 28, 2012	Oct. 30, 2011
Net income	$ 10.9	$ 120.7	$ 72.6	$ 202.8
Other comprehensive income (loss):
Foreign currency translation	49.5	(88.9)	(34.6)	(133.2)
Pension accounting	8.0	3.6	16.2	7.1
Hedge accounting	(28.9)	(10.5)	30.3	(38.6)
Total other comprehensive loss	28.6	(95.8)	11.9	(164.7)
Total comprehensive income	$ 39.5	$ 24.9	$ 84.5	$ 38.1

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FAIR VALUE MEASUREMENTS

6 Months Ended

Oct. 28, 2012

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We are required to consider and reflect the assumptions of market participants in fair value calculations. These factors include nonperformance risk (the risk that an obligation will not be fulfilled) and credit risk, both of the reporting entity (for liabilities) and of the counterparty (for assets). 

We use, as appropriate, a market approach (generally, data from market transactions), an income approach (generally, present value techniques), and/or a cost approach (generally, replacement cost) to measure the fair value of an asset or liability.  These valuation approaches incorporate inputs, such as observable, independent market data, that management believes are predicated on the assumptions market participants would use to price an asset or liability. These inputs may incorporate, as applicable, certain risks such as nonperformance risk and credit risk. 

The FASB has established a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The fair value hierarchy gives the highest priority to quoted market prices (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of inputs used to measure fair value are as follows: 

▪ Level 1—quoted prices in active markets for identical assets or liabilities accessible by the reporting entity.

▪ Level 2—observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

▪ Level 3—unobservable for an asset or liability. Unobservable inputs should only be used to the extent observable inputs are not available.

We have classified assets and liabilities measured at fair value based on the lowest level of input that is significant to the fair value measurement.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables set forth, by level within the fair value hierarchy, our non-pension financial assets and liabilities that were measured at fair value on a recurring basis as of October 28, 2012 and April 29, 2012:

	October 28, 2012								April 29, 2012
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	(in millions)								(in millions)
Assets
Derivatives:
Commodity contracts	$	77.4	$	25.7	$	—	$	103.1	$	52.0	$	1.3	$	—	$	53.3
Foreign exchange contracts	—		2.9		—		2.9		—		4.3		—		4.3
Open-ended mutual funds	11.2		—		—		11.2		12.2		—		—		12.2
Insurance contracts	—		52.3		—		52.3		—		51.3		—		51.3
Total	$	88.6	$	80.9	$	—	$	169.5	$	64.2	$	56.9	$	—	$	121.1
Liabilities
Derivatives:
Commodity contracts	$	9.8	$	0.7	$	—	$	10.5	$	—	$	8.6	$	—	$	8.6
Foreign exchange contracts	—		0.2		—		0.2		—		0.7		—		0.7
Total	$	9.8	$	0.9	$	—	$	10.7	$	—	$	9.3	$	—	$	9.3

The following are descriptions of the valuation methodologies and key inputs used to measure financial assets and liabilities recorded at fair value on a recurring basis:

▪ Derivatives—Derivatives classified within Level 1 are valued using quoted market prices. In some cases where quoted market prices are not available, we value the derivatives using pricing models based on the net present value of estimated future cash flows to calculate fair value, in which case the measurements are classified within Level 2. These valuation models make use of market-based observable inputs, including market prices and rates, yield curves, credit curves, and measures of volatility.

▪ Open-ended mutual funds—Open-ended mutual funds are valued at their net asset value (NAV), which approximates fair value, and classified within Level 1.

▪ Insurance contracts—Insurance contracts are valued at their cash surrender value using the daily asset unit value (AUV) which is based on the quoted market price of the underlying securities and classified within Level 2.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis after initial recognition; that is, the assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances, for example, when there is evidence of impairment. During the six months ended October 28, 2012, we had no significant assets or liabilities that were measured and recorded at fair value on a nonrecurring basis.

Other Financial Instruments

We determine the fair value of public debt using Level 2 inputs based on quoted market prices. The carrying amount of all other debt approximates fair value as those instruments are based on variable interest rates. The following table presents the fair value and carrying value of long-term debt, including the current portion of long-term debt as of October 28, 2012 and April 29, 2012.

	October 28, 2012				April 29, 2012
	Fair Value		Carrying Value		Fair Value		Carrying Value
	(in millions)
Long-term debt, including current portion	$	2,437.3	$	2,323.9	$	2,176.5	$	1,937.3

The carrying amounts of cash and cash equivalents, accounts receivable, notes payable and accounts payable approximate their fair values because of the relatively short-term maturity of these instruments.

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DOCUMENT AND ENTITY INFORMATION	6 Months Ended
	Oct. 28, 2012	Nov. 29, 2012
Entity Information [Line Items]
Entity Registrant Name	SMITHFIELD FOODS INC
Entity Central Index Key	0000091388
Current Fiscal Year End Date	--04-28
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Oct. 28, 2012
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Common Stock, Shares Outstanding		138,696,747

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CONTINGENCIES

6 Months Ended

Oct. 28, 2012

Loss Contingency [Abstract]

CONTINGENCIES

CONTINGENCIES

Litigation

There have been no significant developments regarding litigation disclosed in Note 16 of our Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended April 29, 2012 and our Quarterly Report on Form 10-Q for the three months ended July 29, 2012, nor have any significant new matters arisen during the three months ended October 28, 2012. As previously disclosed in our Quarterly Report on Form 10-Q for the three months ended July 29, 2012, the following litigation was resolved by a global settlement consummated in the second quarter of fiscal 2013.

Missouri Litigation

Premium Standard Farms, Inc. (PSF), the Company and certain of our other subsidiaries are parties to litigation in Missouri involving a number of claims alleging that hog farms owned or under contract with the defendants interfered with the plaintiffs' use and enjoyment of their properties.

During fiscal 2012 and continuing in fiscal 2013, we engaged in global settlement negotiations with counsel representing nearly all of the plaintiffs in the nuisance litigation and numerous carriers of commercial general liability and pollution liability policies. During the second quarter of fiscal 2013, the parties to the litigation reached an agreement and consummated a global settlement that resolved substantially all of the nuisance litigation. Pursuant to the agreement, all pending cases previously disclosed, with one minor exception, will be dismissed with prejudice. In addition, we reached agreements with the insurance carriers under which we received payments that we used to pay a portion of the settlement.

Our policy for establishing accruals and disclosures for contingent liabilities is contained in Note 1—Summary of Significant Accounting Policies in our Annual Report on Form 10-K for the fiscal year ended April 29, 2012. We established an accrual with respect to the Missouri nuisance suits on the opening balance sheet for our acquisition of PSF in fiscal 2008 and we have periodically adjusted that accrual as developments have occurred. The global settlement was not materially different than the accrual we maintained for the settled litigation and, therefore, did not materially affect our profits or losses in the second quarter of fiscal 2013. Payments made by us under the global settlement and payments we received from the insurance carriers are included in our cash flows from operations for the six months ended October 28, 2012.

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CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) (USD $) In Millions, unless otherwise specified	Oct. 28, 2012	Apr. 29, 2012
Current assets:
Cash and cash equivalents	$ 123.6	$ 324.3
Accounts receivable, net	740.2	624.7
Inventories	2,504.3	2,072.4
Prepaid expenses and other current assets	289.1	277.6
Total current assets	3,657.2	3,299.0
Property, plant and equipment, net	2,264.0	2,277.2
Goodwill	780.4	768.2
Investments	519.9	522.6
Intangible assets, net	392.7	381.8
Other assets	174.7	173.4
Total assets	7,788.9	7,422.2
Current liabilities:
Current portion of long-term debt and capital lease obligations	498.9	63.5
Accounts payable	515.9	415.8
Accrued expenses and other current liabilities	597.1	657.0
Total current liabilities	1,611.9	1,136.3
Long-term debt and capital lease obligations	1,851.7	1,900.9
Other liabilities	1,045.0	995.0
Redeemable noncontrolling interests	12.0	2.0
Commitments and contingencies
Shareholders' equity:
Preferred stock, $1.00 par value, 1,000,000 authorized shares	0	0
Common stock, $.50 par value, 500,000,000 authorized shares; 146,941,530 and 157,408,077 issued and outstanding	73.5	78.7
Additional paid-in capital	1,461.2	1,561.0
Stock held in trust	(67.4)	(67.9)
Retained earnings	2,299.4	2,326.4
Accumulated other comprehensive loss	(499.0)	(510.9)
Total shareholders’ equity	3,267.7	3,387.3
Noncontrolling interests	0.6	0.7
Total equity	3,268.3	3,388.0
Total liabilities and equity	$ 7,788.9	$ 7,422.2

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DEBT

6 Months Ended

Oct. 28, 2012

Debt Disclosure [Abstract]

DEBT

DEBT

As of October 28, 2012, the current portion of long-term debt and capital lease obligations included our outstanding 7.75% senior unsecured notes due May 2013 (2013 Notes) totaling $55.0 million and our outstanding 4% senior unsecured convertible notes due June 2013 (Convertible Notes) totaling $384.3 million, net of unamortized discounts of $15.7 million, which were reclassified from long-term debt and capital lease obligations in the first quarter of fiscal 2013.

Debt Refinancing

In July 2012 (fiscal 2013), we initiated an underwritten public offering to issue $1.0 billion aggregate principal amount of 6.625% senior unsecured notes due August 2022 (2022 Notes). We received net proceeds of $981.2 million, after underwriting discounts and commissions and offering expenses, upon settlement of the 2022 Notes in August 2012 (fiscal 2013). We incurred $18.0 million in transaction fees in connection with issuance of the 2022 Notes, which are being amortized over the ten-year life of the notes.

In conjunction with the issuance of the 2022 Notes, we commenced a tender offer to purchase any and all of our 2013 Notes and any and all of our outstanding 10% senior secured notes due July 2014 (2014 Notes) (the July 2012 Tender Offer). The July 2012 Tender Offer expired in August 2012. As a result of the July 2012 Tender Offer, we paid $649.4 million to repurchase 2013 Notes and 2014 Notes with face values of $105.0 million and $456.6 million, respectively. Also in August 2012, we exercised the redemption feature available under our 2014 Notes and paid $155.5 million to repurchase the remaining $132.8 million of our 2014 Notes. Net proceeds from the issuance of the 2022 Notes were used to make all of the repurchases of the 2013 Notes and 2014 Notes. As a result of these repurchases, we recognized losses on debt extinguishment of $120.7 million in the second quarter of fiscal 2013, including the write-off of related unamortized discounts, premiums and debt issuance costs.

Working Capital Facilities

As of October 28, 2012, we had aggregate credit facilities totaling $1.3 billion, including an inventory-based revolving credit facility totaling $925.0 million (the Inventory Revolver), an accounts receivable securitization facility totaling $275.0 million (the Securitization Facility) and international credit facilities totaling $119.4 million. Our unused capacity under these credit facilities was $1.1 billion.

As part of the Securitization Facility agreement, all accounts receivable of our major Pork segment subsidiaries are sold to a wholly-owned “bankruptcy remote” special purpose vehicle (SPV). The SPV pledges the receivables as security for loans and letters of credit. The SPV is included in our consolidated financial statements and therefore, the accounts receivable owned by it are included in our consolidated balance sheet. However, the accounts receivable owned by the SPV are separate and distinct from our other assets and are not available to our other creditors should we become insolvent. As of October 28, 2012, the SPV held $488.8 million of accounts receivable and we had $30.0 million in outstanding borrowings on the Securitization Facility.

Rabobank Term Loan

In August 2012 (fiscal 2013), we amended our $200.0 million term loan (the Rabobank Term Loan). As a result of the amended agreement, our maturity date was extended from June 2016 (fiscal 2017) to May 2018 (fiscal 2019) and the interest rate increased to an annual rate equal to LIBOR plus 4%, or at our election, a base rate plus 3%.

The amended agreement contains affirmative and negative covenants that, among other things, limit or restrict our ability to create liens and encumbrances; incur debt; make acquisitions and investments; dispose of or transfer assets; pay dividends or make other payments in respect of our stock; in each case, subject to certain qualifications and exceptions that are generally consistent with the terms and conditions of the 2022 Notes. In addition, the amended agreement contains a financial covenant requiring us to maintain a minimum interest coverage ratio (ratio of consolidated EBITDA to consolidated interest expense) of not less than 1.75 to 1.0 commencing with our third quarter of fiscal 2013.

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INVESTMENTS

6 Months Ended

Oct. 28, 2012

Equity Method Investments and Joint Ventures [Abstract]

INVESTMENTS

INVESTMENTS

Investments consist of the following:

Equity Investment	% Owned	October 28, 2012		April 29, 2012
		(in millions)
Campofrío Food Group (CFG)	37%	$	374.5	$	385.2
Mexican joint ventures	50%	119.8		111.2
Other	Various	25.6		26.2
Total investments		$	519.9	$	522.6

Each quarter, we review the carrying value of our investments and consider whether indicators of impairment exist. Examples of impairment indicators include a history or expectation of future operating losses and declines in a quoted share price, among other factors. If an impairment indicator exists, we must evaluate the fair value of our investment to determine if a loss in value, which is other than temporary, has occurred. We are required to recognize a loss in value of our investment if that loss is considered to be other than temporary.

As of October 28, 2012, we held 37,811,302 shares of CFG common stock. Shares of CFG are publicly traded on the Bolsa de Madrid Exchange (Madrid Exchange). As the table below shows, the carrying value of our investment in CFG was above the quoted market price on the Madrid Exchange as of October 28, 2012, indicating a possible impairment of our investment in CFG. However, we do not believe the quoted share price on the Madrid Exchange is, by itself, reflective of the fair value of our investment in CFG for the following reasons:

▪ the minority shares traded on the Madrid Exchange confer no special rights or privileges to buyers. In contrast, the shares comprising our 37% stake in CFG contractually entitle us to two seats on CFG's 9-person board of directors, giving us the ability to exert significant influence over the strategic and operational decisions of our investee.

▪ the stock is very thinly traded. CFG is a closely held company, with the three largest shareholders owning approximately 76% of the outstanding shares. We are CFG's largest shareholder, with a 37% stake.

The average daily trading volume during the last 18 months represents less than three hundredths of one percent of the total outstanding shares. The lack of an active market can cause significant fluctuations and volatility in the stock price that are not commensurate with fundamental changes in the underlying business and the fair value of our holding in CFG. Shares trading on the Madrid Exchange have ranged from a high of €9.28 ($13.74) to a low of €5.28 ($7.35) per share during the last 18 months, with upward and downward fluctuations in between.

The table below shows CFG's intra-day high share price and Smithfield's carrying value, expressed in euro per share, on various dates relevant to our disclosures during the last 18 months.

Date	Share Price		Carrying Value
May 5, 2011	€	9.27	€	7.93
September 12, 2011	€	5.51	€	8.68
February 17, 2012	€	7.20	€	7.54
April 29, 2012 (1)	€	6.30	€	7.70
October 28, 2012 (1) (2)	€	5.69	€	7.65

——————————————

⁽¹⁾  Share prices on quarter end date reflect the last trading day in the quarter.

⁽²⁾  Subsequent to the end of the second quarter of fiscal 2013, CFG's share price closed at €4.58 on December 3, 2012.

As noted above, we do not consider the share price on the Madrid Exchange, by itself, to be determinative of fair value. In assessing the fair value of our investment, we considered a variety of information, including an independent third party valuation report, which incorporates generally accepted valuation techniques, CFG's history of positive cash flows, expectations about the future cash flows of CFG, market multiples for comparable businesses, and an influence premium applied to the market price of CFG's shares on the Madrid Exchange to adjust for our contractual right to two board seats and our ability to exert significant influence over the operational and strategic decisions of the company.

Based on an evaluation of all these factors, we concluded the fair value of our investment in CFG as of October 28, 2012, exceeded its carrying amount. However, our estimate of fair value has declined by approximately 10% to 20% over the last 18 months, significantly eroding the gap between fair value and carrying value. The fair value decline is primarily attributable to persistent recessionary conditions in Western Europe, which have dampened CFG's current operating performance. In addition, rising interest rates associated with European sovereign debt crises have forced discount rates higher, diminishing the values calculated using our discounted cash flow techniques. Finally, CFG's share price on the Madrid Exchange has declined and, notwithstanding our reservations about the Madrid Exchange price, we nonetheless utilize it as a component of our valuation work and believe such declines must be considered as part of our fair value estimate. While we do not believe our investment is impaired as of October 28, 2012, the confluence of these and other factors has decreased our estimate of CFG's fair value and increased the risk of impairment. If the trends contributing to our lower estimate of CFG's fair value continue, the investment could become impaired. Specifically, if the most sensitive factors affecting our fair value calculations (i.e., estimates of future cash flows, interest rates and share price) continue to deteriorate, it is reasonably possible that our estimate of fair value could fall below carrying value. If that occurs, and we determine that the decline is other than temporary, we would record a charge to income for the difference between the estimate of fair value and the carrying amount of our investment.

Income from equity method investments consists of the following:

		Three Months Ended						Six Months Ended
Equity Investment	Segment	October 28, 2012			October 30, 2011			October 28, 2012			October 30, 2011
		(in millions)						(in millions)
CFG (1)	International	$	(1.3	)	$	(4.0	)	$	(1.4	)	$	(4.2	)
Mexican joint ventures	International	(5.9		)	(1.9		)	(5.5		)	(4.9		)
All other equity method investments	Various	0.5			—			(0.5		)	(1.6		)
Income from equity method investments		$	(6.7	)	$	(5.9	)	$	(7.4	)	$	(10.7	)

——————————————

⁽¹⁾  CFG prepares its financial statements in accordance with International Financial Reporting Standards. Our share of CFG’s results reflects U.S. GAAP adjustments and thus, there may be differences between the amounts we report for CFG and the amounts reported by CFG.

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DERIVATIVE FINANCIAL INSTRUMENTS (Tables)

6 Months Ended

Oct. 28, 2012

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block]

The following table presents the fair values of our open derivative financial instruments in the consolidated condensed balance sheets on a gross basis.

	Assets				Liabilities
	October 28, 2012		April 29, 2012		October 28, 2012		April 29, 2012
	(in millions)				(in millions)
Derivatives using the "hedge accounting" method:
Grain contracts	$	91.7	$	35.3	$	1.9	$	9.6
Livestock contracts	1.1		22.9		8.1		—
Foreign exchange contracts	2.4		1.9		—		—
Total	95.2		60.1		10.0		9.6
Derivatives using the "mark-to-market" method:
Grain contracts	17.9		9.1		7.0		1.0
Livestock contracts	1.5		7.4		2.2		7.2
Energy contracts	2.7		—		3.1		12.2
Foreign exchange contracts	0.5		2.4		0.2		0.7
Total	22.6		18.9		12.5		21.1
Total fair value of derivative instruments	$	117.8	$	79.0	$	22.5	$	30.7

Cash Flow Hedging [Member]

Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block]

During the six months ended October 28, 2012, the range of notional volumes associated with open derivative instruments designated in cash flow hedging relationships was as follows:

	Minimum	Maximum	Metric
Commodities:
Corn	30,885,000	56,730,000	Bushels
Soybean meal	303,886	553,854	Tons
Lean hogs	—	523,600,000	Pounds
Foreign currency (1)	34,201,320	71,979,138	U.S. Dollars

——————————————

⁽¹⁾  Amounts represent the U.S. dollar equivalent of various foreign currency contracts.

Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance [Table Text Block]

The following table presents the effects on our consolidated condensed financial statements of pre-tax gains and losses on derivative instruments designated in cash flow hedging relationships for the fiscal periods indicated:

	Gains (Losses) Recognized in Other Comprehensive Income (Loss) on Derivative (Effective Portion)						Gains (Losses) Reclassified from Accumulated Other Comprehensive Loss into Earnings (Effective Portion)						Gains (Losses) Recognized in Earnings on Derivative (Ineffective Portion)
	Three Months Ended						Three Months Ended						Three Months Ended
	October 28, 2012			October 30, 2011			October 28, 2012			October 30, 2011			October 28, 2012		October 30, 2011
	(in millions)						(in millions)						(in millions)
Commodity contracts:
Grain contracts	$	(4.4	)	$	(2.7	)	$	18.9		$	24.3		$	0.7	$	—
Lean hog contracts	(1.4		)	21.2			25.6			6.8			0.2		(1.0		)
Interest rate contracts	—			—			—			(0.6		)	—		—
Foreign exchange contracts	1.6			4.2			(0.4		)	0.2			—		—
Total	$	(4.2	)	$	22.7		$	44.1		$	30.7		$	0.9	$	(1.0	)
	Six Months Ended						Six Months Ended						Six Months Ended
	October 28, 2012			October 30, 2011			October 28, 2012			October 30, 2011			October 28, 2012		October 30, 2011
	(in millions)						(in millions)						(in millions)
Commodity contracts:
Grain contracts	$	129.5		$	(16.6	)	$	21.6		$	68.1		$	3.4	$	(0.1	)
Lean hog contracts	(1.1		)	29.3			57.8			5.1			0.3		(1.1		)
Interest rate contracts	—			—			—			(2.4		)	—		—
Foreign exchange contracts	(0.2		)	4.5			(0.6		)	0.4			—		—
Total	$	128.2		$	17.2		$	78.8		$	71.2		$	3.7	$	(1.2	)

For the fiscal periods presented, foreign exchange contracts were determined to be highly effective. We have excluded from the assessment of effectiveness differences between spot and forward rates, which we have determined to be immaterial.

Fair Value Hedging [Member]

Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block]

During the six months ended October 28, 2012, the range of notional volumes associated with open derivative instruments designated in fair value hedging relationships was as follows:

	Minimum	Maximum	Metric
Commodities:
Lean hogs	—	286,800,000	Pounds
Corn	3,015,000	13,255,000	Bushels

Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance [Table Text Block]

The following table presents the effects on our consolidated condensed statements of income of gains and losses on derivative instruments designated in fair value hedging relationships and the related hedged items for the fiscal periods indicated:

	Gains (Losses) Recognized in Earnings on Derivative					Gains (Losses) Recognized in Earnings on Related Hedged Item
	Three Months Ended					Three Months Ended
	October 28, 2012			October 30, 2011		October 28, 2012			October 30, 2011
	(in millions)					(in millions)
Commodity contracts	$	7.7		$	1.4	$	(9.1	)	$	(1.4	)
	Six Months Ended					Six Months Ended
	October 28, 2012			October 30, 2011		October 28, 2012			October 30, 2011
	(in millions)					(in millions)
Commodity contracts	$	(18.7	)	$	11.1	$	11.2		$	(5.0	)

Not Designated as Hedging Instrument [Member]

Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block]

During the six months ended October 28, 2012, the range of notional volumes associated with open derivative instruments using the “mark-to-market” method was as follows:

	Minimum	Maximum	Metric
Commodities:
Lean hogs	320,000	121,920,000	Pounds
Corn	4,825,000	22,960,000	Bushels
Soybean meal	40,314	105,102	Tons
Soybeans	235,000	925,000	Bushels
Wheat	—	2,000,000	Bushels
Natural gas	10,340,000	11,030,000	Million BTU
Diesel	—	2,016,000	Gallons
Crude oil	18,000	51,000	Barrels
Foreign currency (1)	23,547,811	121,521,224	U.S. Dollars

——————————————

⁽¹⁾  Amounts represent the U.S. dollar equivalent of various foreign currency contracts.

Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance [Table Text Block]

The following table presents the amount of gains and losses recognized in the consolidated condensed statements of income on derivative instruments using the “mark-to-market” method by type of derivative contract for the fiscal periods indicated:

	Three Months Ended						Six Months Ended
	October 28, 2012			October 30, 2011			October 28, 2012		October 30, 2011
	(in millions)						(in millions)
Commodity contracts	$	17.1		$	4.5		$	8.9	$	25.3
Foreign exchange contracts	(0.4		)	(3.7		)	4.2		(2.4		)
Total	$	16.7		$	0.8		$	13.1	$	22.9

The table above reflects gains and losses from both open and closed contracts including, among other things, gains and losses related to contracts designed to hedge price movements that occur entirely within a quarter. The table includes amounts for both realized and unrealized gains and losses. The table is not, therefore, a simple representation of unrealized gains and losses recognized in the income statement during any period presented.

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REPORTABLE SEGMENT

6 Months Ended

Oct. 28, 2012

Segment Reporting [Abstract]

REPORTABLE SEGMENTS

REPORTABLE SEGMENTS

We conduct our operations through four reportable segments: Pork, Hog Production, International and Corporate, each of which is comprised of a number of subsidiaries, joint ventures and other investments. The Pork segment consists mainly of our three wholly-owned U.S. fresh pork and packaged meats subsidiaries. The Hog Production segment consists of our hog production operations located in the U.S. The International segment is comprised mainly of our meat processing and distribution operations in Poland, Romania and the United Kingdom, our interests in meat processing operations, mainly in Western Europe and Mexico, our hog production operations located in Poland and Romania and our interests in hog production operations in Mexico. The Corporate segment provides management and administrative services to support our other segments.

The following table presents sales and operating profit (loss) by segment for the fiscal periods indicated:

	Three Months Ended						Six Months Ended
	October 28, 2012			October 30, 2011			October 28, 2012			October 30, 2011
	(in millions)						(in millions)
Sales:
Segment sales—
Pork	$	2,720.9		$	2,774.8		$	5,320.5		$	5,372.1
Hog Production	734.0			785.3			1,462.8			1,535.1
International	358.6			391.1			705.4			766.1
Total segment sales	3,813.5			3,951.2			7,488.7			7,673.3
Intersegment sales—
Pork	(12.3		)	(6.3		)	(20.7		)	(15.7		)
Hog Production	(568.0		)	(624.7		)	(1,135.3		)	(1,236.3		)
International	(7.4		)	(7.6		)	(15.6		)	(14.5		)
Total intersegment sales	(587.7		)	(638.6		)	(1,171.6		)	(1,266.5		)
Consolidated sales	$	3,225.8		$	3,312.6		$	6,317.1		$	6,406.8
Operating profit (loss):
Pork	$	194.3		$	171.2		$	312.9		$	307.9
Hog Production	(32.6		)	63.9			(9.5		)	133.6
International	40.9			17.3			56.7			17.3
Corporate	(24.3		)	(27.7		)	(50.0		)	(60.9		)
Consolidated operating profit	$	178.3		$	224.7		$	310.1		$	397.9

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PENSION PLANS

6 Months Ended

Oct. 28, 2012

Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract]

PENSION PLANS

PENSION PLANS

The components of net periodic pension cost consist of:

	Three Months Ended						Six Months Ended
	October 28, 2012			October 30, 2011			October 28, 2012			October 30, 2011
	(in millions)						(in millions)
Service cost	$	11.8		$	9.4		$	23.6		$	18.7
Interest cost	18.7			19.0			37.4			38.0
Expected return on plan assets	(19.7		)	(19.9		)	(39.4		)	(39.8		)
Net amortization	13.2			5.8			26.4			11.7
Net periodic pension cost	$	24.0		$	14.3		$	48.0		$	28.6

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GUARANTEES

6 Months Ended

Oct. 28, 2012

Guarantees [Abstract]

GUARANTEES

GUARANTEES

As part of our business, we are a party to various financial guarantees and other commitments as described below. These arrangements involve elements of performance and credit risk that are not included in the consolidated condensed balance sheets. We could become liable in connection with these obligations depending on the performance of the guaranteed party or the occurrence of future events that we are unable to predict. If we consider it probable that we will become responsible for an obligation, we will record the liability on our consolidated balance sheet. 

We (together with our joint venture partners) guarantee debt borrowed by Agroindustrial del Noroeste (Norson), an unconsolidated joint venture, of up to $87.0 million, of which $54.3 million was outstanding as of October 28, 2012. The covenants in the guarantee relating to Norson’s debt incorporate our covenants under the Inventory Revolver. In addition, we continue to guarantee $10.8 million of leases that were transferred to JBS S.A. in connection with the sale of Smithfield Beef, Inc. Some of these lease guarantees may be released in the near future and others may remain in place until the leases expire through February 2022.

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INCOME TAXES

6 Months Ended

Oct. 28, 2012

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

Our effective tax rate was 32% and 31% for the three months ended October 28, 2012 and October 30, 2011, respectively, and 31% and 32% for the six months ended October 28, 2012 and October 30, 2011, respectively.

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SHAREHOLDERS' EQUITY

6 Months Ended

Oct. 28, 2012

Stockholders' Equity Note [Abstract]

SHAREHOLDERS' EQUITY

SHAREHOLDERS’ EQUITY 

Share Repurchase Program

In June 2012 (fiscal 2013), we announced that our board of directors had approved a new share repurchase program authorizing us to buy up to $250.0 million of our common stock over the next 24 months in addition to the $250.0 million authorized during fiscal 2012 (Share Repurchase Program). In July 2012 (fiscal 2013), our board of directors approved an increase of $100.0 million to the authorized amount under the Share Repurchase Program. Share repurchases may be made on the open market or in privately negotiated transactions. The number of shares repurchased, and the timing of any buybacks, will depend on corporate cash balances, business and economic conditions, and other factors, including investment opportunities. The program may be discontinued at any time.

During the six months ended October 28, 2012, we repurchased 10,823,296 shares of our common stock for $212.3 million, including related fees. The price of the repurchased shares has been allocated between common stock, additional paid-in capital and retained earnings in our consolidated condensed balance sheet in accordance with applicable accounting guidance.

In November 2012 (fiscal 2013), we repurchased 7,000,000 shares of our common stock from COFCO Corporation, China's largest national agricultural trading and processing company, for $147.8 million. These shares were repurchased as part of the Share Repurchase Program.

Since the inception of the Share Repurchase Program in June 2011 (fiscal 2012) and through November 29, 2012, we have repurchased 28,244,783 shares of our common stock for $575.9 million, including related commissions, at an average price of $20.38.

Stock Options and Performance Share Units

During the six months ended October 28, 2012, we issued 32,274 shares of common stock upon the exercise of stock options and 324,475 shares of common stock for vested performance share units. In fiscal 2012, we issued 87,262 shares of common stock upon exercise of stock options and 417,288 shares of common stock for vested performance share units.

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DERIVATIVE FINANCIAL INSTRUMENTS Notional Amounts (Details) (USD $)	6 Months Ended
	Oct. 28, 2012 bu
Cash Flow Hedging [Member] | Corn, in Bushels [Member]
Derivative [Line Items]
Minimum Notional Volumes, Other Units	30,885,000
Maximum Notional Volumes, Other Units	56,730,000
Cash Flow Hedging [Member] | Soybean Meal, in Tons [Member]
Derivative [Line Items]
Minimum Notional Volumes, Mass	303,886
Maximum Notional Volumes, Mass	553,854
Cash Flow Hedging [Member] | Lean Hogs, in Pounds [Member]
Derivative [Line Items]
Minimum Notional Volumes, Mass	0
Maximum Notional Volumes, Mass	523,600,000
Cash Flow Hedging [Member] | Foreign Exchange Contract [Member]
Derivative [Line Items]
Minimum Notional Volumes, Monetary	34,201,320
Maximum Notional Volumes, Monetary	71,979,138
Fair Value Hedging [Member] | Corn, in Bushels [Member]
Derivative [Line Items]
Minimum Notional Volumes, Other Units	3,015,000
Maximum Notional Volumes, Other Units	13,255,000
Fair Value Hedging [Member] | Lean Hogs, in Pounds [Member]
Derivative [Line Items]
Minimum Notional Volumes, Mass	0
Maximum Notional Volumes, Mass	286,800,000
Not Designated as Hedging Instrument [Member] | Corn, in Bushels [Member]
Derivative [Line Items]
Minimum Notional Volumes, Other Units	4,825,000
Maximum Notional Volumes, Other Units	22,960,000
Not Designated as Hedging Instrument [Member] | Soybean Meal, in Tons [Member]
Derivative [Line Items]
Minimum Notional Volumes, Mass	40,314
Maximum Notional Volumes, Mass	105,102
Not Designated as Hedging Instrument [Member] | Lean Hogs, in Pounds [Member]
Derivative [Line Items]
Minimum Notional Volumes, Mass	320,000
Maximum Notional Volumes, Mass	121,920,000
Not Designated as Hedging Instrument [Member] | Soybeans, in Bushels [Member]
Derivative [Line Items]
Minimum Notional Volumes, Other Units	235,000
Maximum Notional Volumes, Other Units	925,000
Not Designated as Hedging Instrument [Member] | Wheat, in Bushels [Member]
Derivative [Line Items]
Minimum Notional Volumes, Other Units	0
Maximum Notional Volumes, Other Units	2,000,000
Not Designated as Hedging Instrument [Member] | Natural Gas, in Million BTU [Member]
Derivative [Line Items]
Minimum Notional Volumes, Other Units	10,340,000
Maximum Notional Volumes, Other Units	11,030,000
Not Designated as Hedging Instrument [Member] | Diesel, in Gallons [Member]
Derivative [Line Items]
Minimum Notional Volumes, Other Units	0
Maximum Notional Volumes, Other Units	2,016,000
Not Designated as Hedging Instrument [Member] | Crude Oil, in Barrels [Member]
Derivative [Line Items]
Minimum Notional Volumes, Other Units	18,000
Maximum Notional Volumes, Other Units	51,000
Not Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member]
Derivative [Line Items]
Minimum Notional Volumes, Monetary	23,547,811
Maximum Notional Volumes, Monetary	121,521,224

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REPORTABLE SEGMENT (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Oct. 28, 2012	Oct. 30, 2011	Oct. 28, 2012	Oct. 30, 2011
Segment Reporting Information [Line Items]
Segment sales	$ 3,813.5	$ 3,951.2	$ 7,488.7	$ 7,673.3
Intersegment sales	(587.7)	(638.6)	(1,171.6)	(1,266.5)
Sales	3,225.8	3,312.6	6,317.1	6,406.8
Operating profit	178.3	224.7	310.1	397.9
Pork Segment [Member]
Segment Reporting Information [Line Items]
Segment sales	2,720.9	2,774.8	5,320.5	5,372.1
Intersegment sales	(12.3)	(6.3)	(20.7)	(15.7)
Operating profit	194.3	171.2	312.9	307.9
Hog Production Segment [Member]
Segment Reporting Information [Line Items]
Segment sales	734.0	785.3	1,462.8	1,535.1
Intersegment sales	(568.0)	(624.7)	(1,135.3)	(1,236.3)
Operating profit	(32.6)	63.9	(9.5)	133.6
International Segment [Member]
Segment Reporting Information [Line Items]
Segment sales	358.6	391.1	705.4	766.1
Intersegment sales	(7.4)	(7.6)	(15.6)	(14.5)
Operating profit	40.9	17.3	56.7	17.3
Corporate Segment [Member]
Segment Reporting Information [Line Items]
Operating profit	$ (24.3)	$ (27.7)	$ (50.0)	$ (60.9)

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ACQUISITION (Tables)

6 Months Ended

Oct. 28, 2012

Business Combinations [Abstract]

Schedule of Purchase Price Allocation [Table Text Block]

The following table summarizes the fair values of the assets acquired, liabilities assumed and noncontrolling interests recognized as of the date of acquisition for American Skin:

	(in millions)
Cash and cash equivalents	$	0.2
Accounts receivable, net	2.0
Inventories	0.7
Property, plant and equipment, net	3.4
Intangible assets, net	12.4
Goodwill	15.1
Assets acquired	33.8
Accounts payable	0.5
Liabilities assumed	0.5
Noncontrolling interests	10.0
Purchase price	$	23.3

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FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Oct. 28, 2012

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

The following tables set forth, by level within the fair value hierarchy, our non-pension financial assets and liabilities that were measured at fair value on a recurring basis as of October 28, 2012 and April 29, 2012:

	October 28, 2012								April 29, 2012
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	(in millions)								(in millions)
Assets
Derivatives:
Commodity contracts	$	77.4	$	25.7	$	—	$	103.1	$	52.0	$	1.3	$	—	$	53.3
Foreign exchange contracts	—		2.9		—		2.9		—		4.3		—		4.3
Open-ended mutual funds	11.2		—		—		11.2		12.2		—		—		12.2
Insurance contracts	—		52.3		—		52.3		—		51.3		—		51.3
Total	$	88.6	$	80.9	$	—	$	169.5	$	64.2	$	56.9	$	—	$	121.1
Liabilities
Derivatives:
Commodity contracts	$	9.8	$	0.7	$	—	$	10.5	$	—	$	8.6	$	—	$	8.6
Foreign exchange contracts	—		0.2		—		0.2		—		0.7		—		0.7
Total	$	9.8	$	0.9	$	—	$	10.7	$	—	$	9.3	$	—	$	9.3

Fair Value and Carrying Value of Debt [Table Text Block]

The following table presents the fair value and carrying value of long-term debt, including the current portion of long-term debt as of October 28, 2012 and April 29, 2012.

	October 28, 2012				April 29, 2012
	Fair Value		Carrying Value		Fair Value		Carrying Value
	(in millions)
Long-term debt, including current portion	$	2,437.3	$	2,323.9	$	2,176.5	$	1,937.3

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FAIR VALUE MEASUREMENTS Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis (Details) (Fair Value, Measurements, Recurring [Member], USD $) In Millions, unless otherwise specified	Oct. 28, 2012	Apr. 29, 2012
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Commodity Contracts, Asset, Fair Value Disclosure	$ 103.1	$ 53.3
Foreign Currency Contract, Asset, Fair Value Disclosure	2.9	4.3
Open-Ended Mutual Funds, Asset Fair Value Disclosure	11.2	12.2
Cash Surrender Value, Fair Value Disclosure	52.3	51.3
Assets, Fair Value Disclosure	169.5	121.1
Commodity Contracts, Liability, Fair Value Disclosure	10.5	8.6
Foreign Currency Contracts, Liability, Fair Value Disclosure	0.2	0.7
Liabilities, Fair Value Disclosure	10.7	9.3
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Commodity Contracts, Asset, Fair Value Disclosure	77.4	52.0
Foreign Currency Contract, Asset, Fair Value Disclosure	0	0
Open-Ended Mutual Funds, Asset Fair Value Disclosure	11.2	12.2
Cash Surrender Value, Fair Value Disclosure	0	0
Assets, Fair Value Disclosure	88.6	64.2
Commodity Contracts, Liability, Fair Value Disclosure	9.8	0
Foreign Currency Contracts, Liability, Fair Value Disclosure	0	0
Liabilities, Fair Value Disclosure	9.8	0
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Commodity Contracts, Asset, Fair Value Disclosure	25.7	1.3
Foreign Currency Contract, Asset, Fair Value Disclosure	2.9	4.3
Open-Ended Mutual Funds, Asset Fair Value Disclosure	0	0
Cash Surrender Value, Fair Value Disclosure	52.3	51.3
Assets, Fair Value Disclosure	80.9	56.9
Commodity Contracts, Liability, Fair Value Disclosure	0.7	8.6
Foreign Currency Contracts, Liability, Fair Value Disclosure	0.2	0.7
Liabilities, Fair Value Disclosure	0.9	9.3
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Commodity Contracts, Asset, Fair Value Disclosure	0	0
Foreign Currency Contract, Asset, Fair Value Disclosure	0	0
Open-Ended Mutual Funds, Asset Fair Value Disclosure	0	0
Cash Surrender Value, Fair Value Disclosure	0	0
Assets, Fair Value Disclosure	0	0
Commodity Contracts, Liability, Fair Value Disclosure	0	0
Foreign Currency Contracts, Liability, Fair Value Disclosure	0	0
Liabilities, Fair Value Disclosure	$ 0	$ 0

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INVESTMENTS Equity in (Income) Loss of Equity Method Investments (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Oct. 28, 2012	Oct. 30, 2011	Oct. 28, 2012	Oct. 30, 2011
Schedule of Equity Method Investments [Line Items]
Income from equity method investments	$ (6.7)	$ (5.9)	$ (7.4)	$ (10.7)
Campofrio Food Group [Member]
Schedule of Equity Method Investments [Line Items]
Income from equity method investments	(1.3)	(4.0)	(1.4)	(4.2)
Segment	International
Mexican Joint Ventures [Member]
Schedule of Equity Method Investments [Line Items]
Income from equity method investments	(5.9)	(1.9)	(5.5)	(4.9)
Segment	International
Other Equity Method Investments [Member]
Schedule of Equity Method Investments [Line Items]
Income from equity method investments	$ 0.5	$ 0	$ (0.5)	$ (1.6)
Segment	Various

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CONSOLIDATED CONDENSED BALANCE SHEETS (PARENTHETICAL) (Parentheticals) (USD $)	Oct. 28, 2012	Apr. 29, 2012
Shareholders' equity:
Preferred stock, par value (in dollars per share)	$ 1.00	$ 1.00
Preferred stock, authorized shares (in shares)	1,000,000	1,000,000
Common stock, par value (in dollars per share)	$ 0.50	$ 0.50
Common stock, authorized shares (in shares)	500,000,000	500,000,000
Common stock, shares issued (in shares)	146,941,530	157,408,077
Common stock, shares outstanding (in shares)	146,941,530	157,408,077

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DERIVATIVE FINANCIAL INSTRUMENTS

6 Months Ended

Oct. 28, 2012

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVES FINANCIAL INSTRUMENTS

DERIVATIVE FINANCIAL INSTRUMENTS

Our meat processing and hog production operations use various raw materials, primarily live hogs, corn and soybean meal, which are actively traded on commodity exchanges. We hedge these commodities when we determine conditions are appropriate to mitigate price risk. While this hedging may limit our ability to participate in gains from favorable commodity fluctuations, it also tends to reduce the risk of loss from adverse changes in raw material prices. We attempt to closely match the commodity contract terms with the hedged item. We also periodically enter into interest rate swaps to hedge exposure to changes in interest rates on certain financial instruments and foreign exchange forward contracts to hedge certain exposures to fluctuating foreign currency rates.

We record all derivatives in the balance sheet as either assets or liabilities at fair value. Accounting for changes in the fair value of a derivative depends on whether it qualifies and has been designated as part of a hedging relationship. For derivatives that qualify and have been designated as hedges for accounting purposes, changes in fair value have no net impact on earnings, to the extent the derivative is considered perfectly effective in achieving offsetting changes in fair value or cash flows attributable to the risk being hedged, until the hedged item is recognized in earnings (commonly referred to as the “hedge accounting” method). For derivatives that do not qualify or are not designated as hedging instruments for accounting purposes, changes in fair value are recorded in current period earnings (commonly referred to as the “mark-to-market” method). We may elect either method of accounting for our derivative portfolio, assuming all the necessary requirements are met. We have in the past availed ourselves of either acceptable method and expect to do so in the future. We believe all of our derivative instruments represent economic hedges against changes in prices and rates, regardless of their designation for accounting purposes.

We do not offset the fair value of derivative instruments with cash collateral held with or received from the same counterparty under a master netting arrangement. As of October 28, 2012, prepaid expenses and other current assets included $36.1 million representing cash on deposit with brokers to cover losses on our open derivative instruments and accrued expenses and other current liabilities included $67.0 million representing cash deposits received from brokers to cover gains on our open derivative instruments. Changes in commodity prices could have a significant impact on cash deposit requirements under our broker and counterparty agreements. Additionally, certain of our derivative contracts contain credit risk related contingent features, which would require us to post additional cash collateral to cover net losses on open derivative instruments if our credit rating was downgraded. As of October 28, 2012, the net liability position of our open derivative instruments that are subject to credit risk related contingent features was not material.  

We are exposed to losses in the event of nonperformance or nonpayment by counterparties under financial instruments. Although our counterparties primarily consist of financial institutions that are investment grade, there is still a possibility that one or more of these companies could default. However, a majority of our financial instruments are exchange traded futures contracts held with brokers and counterparties with whom we maintain margin accounts that are settled on a daily basis, thereby limiting our credit exposure to non-exchange traded derivatives. Determination of the credit quality of our counterparties is based upon a number of factors, including credit ratings and our evaluation of their financial condition. As of October 28, 2012, we had credit exposure of $32.3 million on non-exchange traded derivative contracts, excluding the effects of netting arrangements. As a result of netting arrangements, our credit exposure was reduced to $27.9 million as of October 28, 2012. No significant concentrations of credit risk existed as of October 28, 2012. 

The size and mix of our derivative portfolio varies from time to time based upon our analysis of current and future market conditions. All derivative contracts are recorded in prepaid expenses and other current assets or accrued expenses and other current liabilities within the consolidated condensed balance sheets, as appropriate.

The following table presents the fair values of our open derivative financial instruments in the consolidated condensed balance sheets on a gross basis.

	Assets				Liabilities
	October 28, 2012		April 29, 2012		October 28, 2012		April 29, 2012
	(in millions)				(in millions)
Derivatives using the "hedge accounting" method:
Grain contracts	$	91.7	$	35.3	$	1.9	$	9.6
Livestock contracts	1.1		22.9		8.1		—
Foreign exchange contracts	2.4		1.9		—		—
Total	95.2		60.1		10.0		9.6
Derivatives using the "mark-to-market" method:
Grain contracts	17.9		9.1		7.0		1.0
Livestock contracts	1.5		7.4		2.2		7.2
Energy contracts	2.7		—		3.1		12.2
Foreign exchange contracts	0.5		2.4		0.2		0.7
Total	22.6		18.9		12.5		21.1
Total fair value of derivative instruments	$	117.8	$	79.0	$	22.5	$	30.7

Hedge Accounting Method

Cash Flow Hedges 

We enter into derivative instruments, such as futures, swaps and options contracts, to manage our exposure to the variability in expected future cash flows attributable to commodity price risk associated with the forecasted sale of live hogs and fresh pork, and the forecasted purchase of corn, wheat and soybean meal. In addition, we enter into interest rate swaps to manage our exposure to changes in interest rates associated with our variable interest rate debt, and we enter into foreign exchange contracts to manage our exposure to the variability in expected future cash flows attributable to changes in foreign exchange rates associated with the forecasted purchase or sale of assets denominated in foreign currencies. As of October 28, 2012, we had no cash flow hedges for forecasted transactions beyond December 2013. 

When cash flow hedge accounting is applied, derivative gains or losses are recognized as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transactions affect earnings. Derivative gains and losses, when reclassified into earnings, are recorded in cost of sales for grain contracts, sales for lean hog contracts, interest expense for interest rate contracts and selling, general and administrative expenses for foreign exchange contracts. Gains and losses on derivatives designed to hedge price risk associated with fresh pork sales are recorded in the Hog Production segment. 

During the six months ended October 28, 2012, the range of notional volumes associated with open derivative instruments designated in cash flow hedging relationships was as follows:

	Minimum	Maximum	Metric
Commodities:
Corn	30,885,000	56,730,000	Bushels
Soybean meal	303,886	553,854	Tons
Lean hogs	—	523,600,000	Pounds
Foreign currency (1)	34,201,320	71,979,138	U.S. Dollars

——————————————

⁽¹⁾  Amounts represent the U.S. dollar equivalent of various foreign currency contracts.

The following table presents the effects on our consolidated condensed financial statements of pre-tax gains and losses on derivative instruments designated in cash flow hedging relationships for the fiscal periods indicated:

	Gains (Losses) Recognized in Other Comprehensive Income (Loss) on Derivative (Effective Portion)						Gains (Losses) Reclassified from Accumulated Other Comprehensive Loss into Earnings (Effective Portion)						Gains (Losses) Recognized in Earnings on Derivative (Ineffective Portion)
	Three Months Ended						Three Months Ended						Three Months Ended
	October 28, 2012			October 30, 2011			October 28, 2012			October 30, 2011			October 28, 2012		October 30, 2011
	(in millions)						(in millions)						(in millions)
Commodity contracts:
Grain contracts	$	(4.4	)	$	(2.7	)	$	18.9		$	24.3		$	0.7	$	—
Lean hog contracts	(1.4		)	21.2			25.6			6.8			0.2		(1.0		)
Interest rate contracts	—			—			—			(0.6		)	—		—
Foreign exchange contracts	1.6			4.2			(0.4		)	0.2			—		—
Total	$	(4.2	)	$	22.7		$	44.1		$	30.7		$	0.9	$	(1.0	)
	Six Months Ended						Six Months Ended						Six Months Ended
	October 28, 2012			October 30, 2011			October 28, 2012			October 30, 2011			October 28, 2012		October 30, 2011
	(in millions)						(in millions)						(in millions)
Commodity contracts:
Grain contracts	$	129.5		$	(16.6	)	$	21.6		$	68.1		$	3.4	$	(0.1	)
Lean hog contracts	(1.1		)	29.3			57.8			5.1			0.3		(1.1		)
Interest rate contracts	—			—			—			(2.4		)	—		—
Foreign exchange contracts	(0.2		)	4.5			(0.6		)	0.4			—		—
Total	$	128.2		$	17.2		$	78.8		$	71.2		$	3.7	$	(1.2	)

For the fiscal periods presented, foreign exchange contracts were determined to be highly effective. We have excluded from the assessment of effectiveness differences between spot and forward rates, which we have determined to be immaterial. 

During the first quarter of fiscal 2012, we discontinued cash flow hedge accounting on a number of grain contracts as it became probable that the original forecasted transactions would not transpire. As a result of this change, the table above for the six months ended October 30, 2011 includes gains of $12.0 million on grain contracts de-designated from hedging relationships that were reclassified from accumulated other comprehensive loss into earnings in the first quarter of fiscal 2012.

As of October 28, 2012, there were deferred net gains of $81.4 million, net of tax of $51.2 million, in accumulated other comprehensive loss. We expect to reclassify $53.2 million ($32.5 million net of tax) of deferred net gains on closed commodity contracts into earnings within the next twelve months. We are unable to estimate the gains or losses to be reclassified into earnings within the next twelve months related to open contracts as their values are subject to change. 

Fair Value Hedges 

We enter into derivative instruments (primarily futures contracts) that are designed to hedge changes in the fair value of live hog inventories and firm commitments to buy grains. When fair value hedge accounting is applied, derivative gains and losses are recognized in earnings currently along with the change in fair value of the hedged item attributable to the risk being hedged. The gains or losses on the derivative instruments and the offsetting losses or gains on the related hedged items are recorded in cost of sales for commodity contracts.

During the six months ended October 28, 2012, the range of notional volumes associated with open derivative instruments designated in fair value hedging relationships was as follows:

	Minimum	Maximum	Metric
Commodities:
Lean hogs	—	286,800,000	Pounds
Corn	3,015,000	13,255,000	Bushels

The following table presents the effects on our consolidated condensed statements of income of gains and losses on derivative instruments designated in fair value hedging relationships and the related hedged items for the fiscal periods indicated:

	Gains (Losses) Recognized in Earnings on Derivative					Gains (Losses) Recognized in Earnings on Related Hedged Item
	Three Months Ended					Three Months Ended
	October 28, 2012			October 30, 2011		October 28, 2012			October 30, 2011
	(in millions)					(in millions)
Commodity contracts	$	7.7		$	1.4	$	(9.1	)	$	(1.4	)
	Six Months Ended					Six Months Ended
	October 28, 2012			October 30, 2011		October 28, 2012			October 30, 2011
	(in millions)					(in millions)
Commodity contracts	$	(18.7	)	$	11.1	$	11.2		$	(5.0	)

We recognized gains of $1.1 million and losses of $1.2 million for the three months ended October 28, 2012 and October 30, 2011, respectively, and gains of $4.5 million and $4.7 million for the six months ended October 28, 2012 and October 30, 2011, respectively, on closed commodity derivative contracts as the underlying cash transactions affected earnings. 

For fair value hedges of inventory, we elect to exclude from the assessment of effectiveness differences between the spot and futures prices. These differences are recorded directly into earnings as they occur. These differences resulted in losses of $1.2 million for the three months ended October 28, 2012, and losses of $7.5 million and gains of $5.7 million for the six months ended October 28, 2012 and October 30, 2011, respectively.

Mark-to-Market Method 

Derivative instruments that are not designated as a hedge, have been de-designated from a hedging relationship, or do not meet the criteria for hedge accounting are marked-to-market with the unrealized gains and losses together with actual realized gains and losses from closed contracts being recognized in current period earnings. Under the mark-to-market method, gains and losses are recorded in cost of sales for commodity contracts, and selling, general and administrative expenses for foreign exchange contracts.

During the six months ended October 28, 2012, the range of notional volumes associated with open derivative instruments using the “mark-to-market” method was as follows:

	Minimum	Maximum	Metric
Commodities:
Lean hogs	320,000	121,920,000	Pounds
Corn	4,825,000	22,960,000	Bushels
Soybean meal	40,314	105,102	Tons
Soybeans	235,000	925,000	Bushels
Wheat	—	2,000,000	Bushels
Natural gas	10,340,000	11,030,000	Million BTU
Diesel	—	2,016,000	Gallons
Crude oil	18,000	51,000	Barrels
Foreign currency (1)	23,547,811	121,521,224	U.S. Dollars

——————————————

⁽¹⁾  Amounts represent the U.S. dollar equivalent of various foreign currency contracts.

The following table presents the amount of gains and losses recognized in the consolidated condensed statements of income on derivative instruments using the “mark-to-market” method by type of derivative contract for the fiscal periods indicated:

	Three Months Ended						Six Months Ended
	October 28, 2012			October 30, 2011			October 28, 2012		October 30, 2011
	(in millions)						(in millions)
Commodity contracts	$	17.1		$	4.5		$	8.9	$	25.3
Foreign exchange contracts	(0.4		)	(3.7		)	4.2		(2.4		)
Total	$	16.7		$	0.8		$	13.1	$	22.9

The table above reflects gains and losses from both open and closed contracts including, among other things, gains and losses related to contracts designed to hedge price movements that occur entirely within a quarter. The table includes amounts for both realized and unrealized gains and losses. The table is not, therefore, a simple representation of unrealized gains and losses recognized in the income statement during any period presented.

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REPORTABLE SEGMENT (Tables)

6 Months Ended

Oct. 28, 2012

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

The following table presents sales and operating profit (loss) by segment for the fiscal periods indicated:

	Three Months Ended						Six Months Ended
	October 28, 2012			October 30, 2011			October 28, 2012			October 30, 2011
	(in millions)						(in millions)
Sales:
Segment sales—
Pork	$	2,720.9		$	2,774.8		$	5,320.5		$	5,372.1
Hog Production	734.0			785.3			1,462.8			1,535.1
International	358.6			391.1			705.4			766.1
Total segment sales	3,813.5			3,951.2			7,488.7			7,673.3
Intersegment sales—
Pork	(12.3		)	(6.3		)	(20.7		)	(15.7		)
Hog Production	(568.0		)	(624.7		)	(1,135.3		)	(1,236.3		)
International	(7.4		)	(7.6		)	(15.6		)	(14.5		)
Total intersegment sales	(587.7		)	(638.6		)	(1,171.6		)	(1,266.5		)
Consolidated sales	$	3,225.8		$	3,312.6		$	6,317.1		$	6,406.8
Operating profit (loss):
Pork	$	194.3		$	171.2		$	312.9		$	307.9
Hog Production	(32.6		)	63.9			(9.5		)	133.6
International	40.9			17.3			56.7			17.3
Corporate	(24.3		)	(27.7		)	(50.0		)	(60.9		)
Consolidated operating profit	$	178.3		$	224.7		$	310.1		$	397.9

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INVESTMENTS Narrative (Details) (Campofrio Food Group [Member], EUR €)	18 Months Ended
	Oct. 28, 2012 shareholders seats
Schedule of Equity Method Investments [Line Items]
Equity Method Investment, Shares Owned	37,811,302
Ownership Percentage	37.00%
Entity's Number of Seats on Equity Method Investments Board of Directors	2
Number of Seats on Equity Method Investments Board of Directors	9
Number of Large Shareholders for Equity Method Investment	3
Approximate Ownership Percentage of Largest Shareholders in Equity Method Investment	76.00%
Average Daily Trading Volume as a Percentage of Total Number of Shares Outstanding for Equity Mehod Investment	0.03%
Minimum [Member]
Schedule of Equity Method Investments [Line Items]
Market Price of Equity Method Investment, Per Share, in Euro	5.28
Market Price of Equity Method Investment, Per Share, in USD	7.35
Increase (Decrease) in Estimated Fair Value of Equity Method Investment, Percentage	(10.00%)
Maximum [Member]
Schedule of Equity Method Investments [Line Items]
Market Price of Equity Method Investment, Per Share, in Euro	9.28
Market Price of Equity Method Investment, Per Share, in USD	13.74
Increase (Decrease) in Estimated Fair Value of Equity Method Investment, Percentage	(20.00%)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Oct. 28, 2012

Accounting Policies [Abstract]

Reportable Segments

Smithfield Foods, Inc., together with its subsidiaries (the “Company,” “we,” “us” or “our”), is the largest hog producer and pork processor in the world. We are also the leader in numerous packaged meats categories with popular brands including Farmland®, Smithfield®, Eckrich®, Armour® and John Morrell®. We produce and market a wide variety of fresh meat and packaged meats products both domestically and internationally. We conduct our operations through four reportable segments: Pork, Hog Production, International and Corporate, each of which is comprised of a number of subsidiaries, joint ventures and other investments.

Fiscal Period

The three months ended October 28, 2012 correspond to the second quarter of fiscal 2013 and the three months ended October 30, 2011 correspond to the second quarter of fiscal 2012.

Earnings Per Share, Policy [Policy Text Block]

Net Income per Share

We present dual computations of net income per share. The basic computation is based on weighted average common shares outstanding during the period. The diluted computation reflects the potentially dilutive effect of common stock equivalents, such as stock options and performance share units, during the period. We excluded stock options for approximately 2.1 million and 1.8 million shares for the three months ended October 28, 2012 and October 30, 2011, respectively, and 2.1 million and 1.8 million shares for the six months ended October 28, 2012 and October 30, 2011, respectively, from the diluted computation because their effect would have been anti-dilutive.