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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

For the quarterly period ended February 1, 2004

OR

For the transition period from                        to                       

COMMISSION FILE NUMBER 1-15321

SMITHFIELD FOODS, INC.

200 Commerce Street

Smithfield, Virginia 23430

(757) 365-3000

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  ¨

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  x    No  ¨

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SMITHFIELD FOODS, INC.

CONTENTS

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PART I – FINANCIAL INFORMATION

SMITHFIELD FOODS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(Unaudited)

See Notes to Consolidated Condensed Financial Statements

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SMITHFIELD FOODS, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

See Notes to Consolidated Condensed Financial Statements

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SMITHFIELD FOODS, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

See Notes to Consolidated Condensed Financial Statements

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SMITHFIELD FOODS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

See Notes to Consolidated Condensed Financial Statements

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SMITHFIELD FOODS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

In September of fiscal 2004, the Company acquired 90% of the outstanding shares of Cumberland Gap Provision Company (Cumberland Gap) for approximately $51.7 million plus assumed debt. Cumberland Gap is a processor of premium-branded smoked hams, sausages and other specialty pork products. The balance of the purchase price in excess of the fair value of the assets acquired and the liabilities assumed at the date of the acquisition was recorded as goodwill totaling $39.1 million.

In September of fiscal 2004, the Company acquired Alliance Farms Cooperative Association (Alliance) for approximately $22.8 million. Alliance produces approximately 340,000 market hogs annually.

In November of fiscal 2003, the Company acquired Vall, Inc. (Vall) for $60.7 million in cash plus assumed liabilities. Vall produces approximately 350,000 market hogs annually.

In June of fiscal 2003, the Company acquired an 80% interest in Stefano Foods, Inc. (Stefano’s) for $34.6 million in cash plus assumed debt. The balance of the purchase price in excess of the fair value of the assets acquired and the liabilities assumed at the date of the acquisition was recorded as goodwill totaling $23.2 million.

Had the acquisitions of Farmland Foods, Cumberland Gap, Alliance, Vall and Stefano’s occurred at the beginning of fiscal 2003, sales, income from continuing operations, and income from continuing operations per diluted share would have been $7.5 billion, $76.9 million and $.69, respectively, for the 40 weeks ended February 1, 2004, $2.2 billion, $11.5 million and $.10, respectively for the 13 weeks ended January 26, 2003 and $6.6 billion, $14.3 million and $.13, respectively, for the 39 weeks ended January 26, 2003. There would not have been a material effect on sales, net income or net income per diluted share for the 14 weeks ended February 1, 2004. The proforma income from continuing operations for the 40 weeks ended February 1, 2004 includes $14.9 million of charges for Farmland Foods related to reorganization and bankruptcy related costs and parent company allocations, which the Company believes are in excess of expected on-going standalone costs.

These acquisitions were accounted for using the purchase method of accounting and, accordingly, the accompanying financial statements include the financial position and the results of operations from the dates of acquisition.

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Income statement amounts for Schneider reported in discontinued operations, for the 14 and 40 weeks ended February 1, 2004 and the 13 and 39 weeks ended January 26, 2003, respectively, are as follows:

The following table details the major classes of assets and liabilities of discontinued operations held for sale as of February 1, 2004 and April 27, 2003. These assets and liabilities are recorded in the captions “Assets of discontinued operations held for sale” and “Liabilities of discontinued operations held for sale,” respectively. As of February 1, 2004, all assets and liabilities of discontinued operations held for sale are recorded as current assets and current liabilities, respectively.

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In October of fiscal 2004, the Company entered into a 364-day bridge loan and security agreement (the bridge loan), with Goldman Sachs Credit Partners L.P., for $300.0 million. The proceeds from the bridge loan were used to finance the acquisition of Farmland Foods (See Note 2). As of February 1, 2004, the interest rate on the bridge loan was LIBOR plus 5.0%. During the fourth quarter of fiscal 2004, the interest rate increases to LIBOR plus 6.0% for the remainder of the term. The bridge loan is expected to be repaid with the proceeds from the sale of Schneider (See Note 3). The bridge loan is guaranteed by the Company’s Canadian operations.

In fiscal 2003, the Company adopted the fair value method defined in Statement of Financial Accounting Standards (SFAS) No. 123, “Accounting for Stock-Based Compensation”, which is in compliance with the provisions of SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosures, an amendment to SFAS No. 123,” issued December 2002, to account

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for the Company’s stock option plans. The Company records compensation expense for stock options granted subsequent to April 28, 2002 based on their fair value as determined using the Black-Scholes option pricing model and weighted average assumptions. For the 14 and 40 weeks ended February 1, 2004 and the 13 and 39 weeks ended January 26, 2003, the impact of recording compensation expense for stock options granted was less than one cent per diluted share. Stock options granted prior to April 29, 2002 continue to be accounted for under Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees” (APB 25) until they are modified or vested. Under APB 25, no compensation expense is recorded. Had the Company used the fair value method to determine compensation expense for its stock options granted prior to April 29, 2002, net income and net income per basic and diluted share would have been as follows:

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Company’s segments for the 14 and 40 weeks ended February 1, 2004 and the 13 and 39 weeks ended January 26, 2003. The Company has restated the segment information for the 13 and 39 weeks ended January 26, 2003 to conform to the presentation for the 14 and 40 weeks ended February 1, 2004.

The net impact of ineffectiveness related to the Company’s hedges was not material for the 14 and 40 weeks ended February 1, 2004 and the 13 and 39 weeks ended January 26, 2003. No hedges were discontinued for the 14 and 40 weeks ended February 1, 2004 and for the 13 and 39 weeks ended January 26, 2003 as a result of it becoming probable that the forecasted transaction will not occur.

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subsidiary. The Company also performed its guarantee obligations under $12.1 million of leases for equipment previously utilized by Pennexx in its operations.

In January 2003, the FASB issued FASB Interpretation (FIN) No. 46, “Consolidation of Variable Interest Entities” (FIN 46). FIN 46 expands consolidated financial statements to include certain variable interest entities (VIEs). VIEs are to be consolidated by the company which is considered to be the primary beneficiary of that entity, even if the company does not have majority control. FIN 46 is immediately effective for VIEs created after January 31, 2003 and is effective for the Company in the fourth quarter of fiscal 2004 for VIEs created prior to February 1, 2003. The Company is evaluating unconsolidated entities in which the Company has significant contractual, ownership, or other pecuniary interests to determine if they are VIEs that the Company must consolidate. Based on the Company’s preliminary analysis, there are certain entities that the Company may be required to consolidate in the fourth quarter of fiscal 2004. Consolidation of these entities would not have a material impact on net income or shareholders’ equity of the Company. While the consolidation of these entities would affect certain components of the Company’s balance sheet and income statement, the Company does not expect the application of FIN 46 to have a material impact on the Company’s consolidated financial statements.

General

Smithfield Foods, Inc. and subsidiaries (the Company) is primarily composed of three reportable segments: Pork, Beef, and the Hog Production Group (HPG). The Pork segment consists primarily of fresh pork and processed meats subsidiaries in the United States (U.S.). The Beef segment consists primarily of U.S. beef processing subsidiaries. The HPG consists primarily of hog production operations located in the U.S. and Poland. The Pork and HPG segments have certain joint ventures and other investments in addition to their primary operations. The Company’s international meat processing operations and turkey processing and production operations are included in Other.

The Pork segment includes the Company’s operations that process, package, market and distribute fresh pork and processed meats to retail, foodservice and export channels. Similarly, the Beef segment operations process, package, market and distribute beef products to the same channels. The HPG segment supplies raw materials (live hogs) primarily to the Pork segment, as well as to other outside operations.

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Prior to the second quarter of fiscal 2004, the Company’s segments were Pork, Beef, International and HPG. The new reporting segments replace the International segment with an Other segment. The International segment is no longer considered a reportable segment following the reclassification of Schneider Corporation (Schneider) to discontinued operations.

The Company reclassified depreciation expense for the 13 and 39 weeks ended January 26, 2003, which was previously stated as a separate line item on the consolidated statements of income, into either cost of sales or selling, general and administrative expense. The consolidated results of continuing operations discussion reflects this reclassification.

RESULTS OF CONTINUING OPERATIONS

The fiscal quarter ended February 1, 2004 represented 14 weeks of operations compared to 13 weeks in the fiscal quarter ended January 26, 2003. Accordingly, sales and expense categories in the 14 weeks and 40 weeks ended February 1, 2004 reflect the impact of an additional week of operations in comparison to the corresponding periods in fiscal 2003.

The following acquisitions affect the comparability of the results of operations for the 14 and 40 weeks ended February 1, 2004 and the 13 and 39 weeks ended January 26, 2003:

On October 28, 2003, the Company acquired substantially all of the assets of Farmland Foods, Inc. (Farmland Foods), the pork production and processing business of Farmland Industries, Inc. for $377.5 million in cash, plus the assumption of certain liabilities, including the pension obligation and associated assets of Farmland Industries, Inc. Prior to the acquisition, Farmland Foods had annual sales of approximately $1.6 billion.

On August 29, 2003, the Company acquired a 90% interest in Cumberland Gap Provision Company (Cumberland Gap) for $51.7 million in cash plus assumed debt. Prior to the acquisition, Cumberland Gap had annual sales of approximately $70 million.

On November 12, 2002, the Company acquired Vall, Inc. (Vall) for $60.7 million in cash plus assumed liabilities. Prior to the acquisition, Vall produced approximately 350,000 market hogs annually.

Results in the 14 and 40 weeks ended February 1, 2004, were adversely affected by the discovery of a single case of bovine spongiform encephalopathy (BSE) in Washington State in December 2003 (BSE discovery). Following the BSE discovery, the Company’s beef operations recognized inventory losses of $7.7 million as a result of the drop in cattle and beef markets. Additionally, due to a lack of available market cattle in the weeks following the BSE discovery, the Company incurred operating inefficiencies in its beef plants totaling approximately $3.3 million as a result of sharply reduced operating levels.

14 weeks ended February 1, 2004 compared to 13 weeks ended January 26, 2003

Consolidated

Sales increased by $893.6 million, or 49%, due to the sales of acquired businesses of $499.7 million and the result of significant increases in average unit selling prices in both the Beef and Pork segments and sales volume increases in the Pork segment. These increases were partially offset by sales volume decreases in the Beef segment due to the BSE discovery. The unit selling price increases in both segments are primarily the result of the impact of higher livestock prices on fresh meat prices. See the following section for comments on sales changes by business segments.

Gross profit increased $118.4 million, or 79%, primarily due to the inclusion of $65.2 million of gross profit of acquired businesses and higher margins in the HPG on a 19% increase in U.S. live hog market prices.

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Selling, general and administrative expenses increased $47.9 million, or 39%, primarily due to the inclusion of $34.4 million of expenses of acquired businesses, the extra week of expenses and increased pension costs and other variable operating costs.

Interest expense increased $10.4 million, or 45%. The increase is primarily due to $7.5 million of financing costs from the issuance of a bridge loan in October of fiscal 2004 to complete the acquisition of Farmland Foods (See Liquidity and Capital Resources of Continuing Operations), and incremental borrowing costs on long-term debt issued in May of fiscal 2004.

The effective income tax rate is 34.0%. This estimated tax rate used in the current year is greater than the full fiscal 2003 rate of 33.0%. This increase is primarily due to an increase in earnings at higher marginal tax rates.

Reflecting the foregoing factors, income from continuing operations increased to $42.1 million, or $.38 per diluted share, in the 14 weeks ended February 1, 2004 up from $2.9 million, or $.03 per diluted share, for the 13 weeks ended January 26, 2003.

SEGMENT RESULTS

Pork Segment Results

Sales in the Pork segment increased $772.8 million, primarily due to the inclusion of $505.7 million of sales of acquired businesses. The remainder of the increase was due to a 13% increase in the average unit selling price of pork products and a 12% increase in volume. The increase in selling prices is primarily the result of the impact of sharply higher live hog prices on fresh pork prices. Excluding acquired businesses and the extra week of sales, fresh pork and processed meats volumes increased 6% and 3%, respectively. Fresh pork sales were favorably impacted during the quarter due to increased demand. The processed meats volume increases were due to the Company’s continued emphasis on margin and volume growth in the further processed and value-added portion of the business. The Company recorded double-digit volume increases in many of its pre-cooked products, such as dinner entrees and sausage and in other value-added processed meats categories, such as deli meats and dry sausage.

Pork segment operating profit increased $23.9 million due to the inclusion of $30.7 million of operating profit of acquired businesses. Operating profit in the base business, decreased $6.8 million primarily due to a 19% increase in live hog market prices. Both fresh pork and processed meats margins decreased due to the higher raw material costs that could not be fully passed through in product pricing. Higher pension costs also contributed to lower operating profits. The decreases in fresh and processed meats margins were partially offset by the Company’s continued emphasis on the branded and value-added fresh pork and processed meats categories.

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Beef Segment Results

Beef sales increased $63.4 million primarily due to a 16% increase in average unit selling price, partially offset by a 4% decrease in sales volume, despite the extra week of sales. The higher average unit selling price early in the current quarter was due to strong consumer demand. The decreased volumes were the result of the BSE discovery in December 2003. Following the BSE discovery, cattle and beef prices dropped sharply. As a result of the sharp decline in cattle prices, the Company’s beef operations were unable to secure an adequate supply of market cattle which resulted in sharply lower operating levels and reduced volumes for the first few weeks following the BSE discovery. Since that time, the Company’s supply of market cattle has returned to more normal levels.

Operating profit decreased $10.6 million primarily due to $11.0 million in costs and inefficiencies related to the market impact of the BSE discovery. Excluding the impact of the BSE discovery, operating profit was flat on higher margins in the first half of the quarter offset by lower volumes and margins in the second half of the quarter.

Hog Production Group Segment Results

HPG sales increased $81.6 million primarily the result of a 19% increase in live hog market prices and the inclusion of $25.2 million of sales of acquired businesses. HPG had intersegment sales of $264.1 million and $203.7 million for the 14 weeks ended February 1, 2004 and the 13 weeks ended January 26, 2003, respectively, at current prices, primarily to the Pork segment, which were eliminated in the Company’s consolidated condensed statements of income.

Operating loss decreased $56.2 million primarily due to the increase in live hog prices in the current year.

Other Results

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Improved processed meats results in the Company’s Polish and French operations and a recovery in market conditions in the U.S turkey industry are responsible for the higher results in Other. Processed meats results increased due to higher pricing and volumes as compared to prior year.

40 weeks ended February 1, 2004 compared to 39 weeks ended January 26, 2003

Consolidated

Sales increased by $1.4 billion, or 25%, primarily the result of significant increases in average unit selling prices in both the Beef and Pork segments, inclusion of $531.7 million of sales of acquired businesses and a slight increase in Pork sales volume excluding acquired businesses. The unit selling price increases in both segments are primarily the result of the impact of higher livestock prices on fresh meat prices. See the following section for comments on sales changes by business segments.

Gross profit increased $187.5 million, or 41%, primarily the result of higher margins in the HPG on a 24% increase in U.S. live hog market prices. The increase was also attributable to the inclusion of $70.7 million of gross profit of acquired businesses offset by gross margin decreases in the Pork segment due to the increase in U.S live hog market prices exceeding the increase in average unit selling prices.

Selling, general and administrative expenses increased $42.0 million, or 11%. This increase was primarily due to the inclusion of $35.6 million of expenses of acquired businesses, increased pension and other variable operating costs, partially offset by lower advertising and promotion costs.

Interest expense increased $18.4 million, or 27%. The increase is primarily due to the incremental borrowing costs on long-term debt issued in May of fiscal 2004 and $7.8 million of financing costs due to the issuance of a bridge loan in October of fiscal 2004 to complete the acquisition of Farmland Foods (See Liquidity and Capital Resources of Continuing Operations).

The effective income tax rate is 34.0% for both periods. This estimated tax rate used in the current year is greater than the full fiscal 2003 rate of 33.0%. This increase is primarily due to an increase in earnings at higher marginal tax rates. The Company had a valuation allowance of $28.2 million related to income tax assets as of February 1, 2004 primarily related to losses in foreign jurisdictions for which no tax benefit is recognized.

Reflecting the foregoing factors, income from continuing operations increased to $91.6 million, or $.82 per diluted share, in the 40 weeks ended February 1, 2004 up from $7.7 million, or $.07 per diluted share, in the 39 weeks ended January 26, 2003.

SEGMENT RESULTS

Pork Segment Results

Sales in the Pork segment increased $986.4 million, primarily due to the inclusion of $514.9 million in sales of acquired businesses. The remainder of the increase was due to an 11% increase in

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the average unit selling price of pork products and a 3% increase in volume. The increase in selling prices is primarily the result of the impact of sharply higher live hog prices on fresh pork prices and improved product mix. Excluding acquired businesses and the extra week of sales, processed meats volumes increased 5% while fresh pork volumes were down 2%. The processed meats volume increases were due to the Company’s continued emphasis on growing the further processed and value-added portion of the business. The Company recorded double-digit volume increases in many of its pre-cooked products, such as dinner entrees and sausage.

Pork segment operating profit decreased $4.1 million due primarily to a 24% increase in live hog market prices and a weak fresh pork operating environment, partially offset by $31.3 million of gross profit from acquired businesses. Processed meats margins decreased due to the higher raw material costs that could not be fully passed through in product pricing and were partially offset by the Company’s continued emphasis on the value-added processed meats categories. Fresh pork margins decreased on higher raw material costs. Losses attributed to Hurricane Isabel and higher pension costs also contributed to lower operating profit.

Beef Segment Results

Beef sales increased $243.8 million due primarily to an 18% increase in average unit selling price, partially offset by a 4% decrease in sales volume. The higher average unit selling price was due to strong consumer demand. The decreased volumes were the result of the BSE discovery in December 2003. Following the BSE discovery, cattle and beef prices dropped sharply. As a result of the sharp decline in cattle prices, the Company’s beef operations were unable to secure an adequate supply of market cattle which resulted in sharply lower operating levels and reduced volumes for the first few weeks following the BSE discovery. Since that time, the Company’s supply of market cattle has returned to more normal levels.

Operating profit increased $19.5 million due to higher average unit selling prices on higher pricing for quality choice cuts and rendered by-products in the first half of the year, partially offset by $11.0 million in costs and inefficiencies related to the market impact of the BSE discovery.

Hog Production Group Segment Results

HPG sales increased $224.1 million, primarily the result of a 24% increase in live hog market prices, $47.9 million of sales of acquired businesses and a slight increase in head sold. HPG had intersegment sales of $733.0 million and $581.3 million for the 40 weeks ended February 1, 2004 and the

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39 weeks ended January 26, 2003, respectively, at current prices, primarily to the Pork segment, which were eliminated in the Company’s Consolidated Condensed Statements of Income.

Operating profit increased $137.0 million primarily due to the increase in live hog prices in the current year and the inclusion of the operating results of acquired businesses.

Other Results

Unfavorable market conditions in the U.S. turkey industry for the first half of the year were partially offset by improved processed meats results in the Company’s Polish operations. Processed meats results increased due to higher pricing and volumes as compared to prior year.

LIQUIDITY AND CAPITAL RESOURCES

Unless otherwise noted, the following discussion pertains to continuing operations.

Cash provided by operations totaled $190.8 million for the 40 weeks ended February 1, 2004 compared to $46.9 million for the 39 weeks ended January 26, 2003. This increase is primarily due to higher earnings in the current year.

Cash used in investing activities increased to $584.6 million for the 40 weeks ended February 1, 2004 compared to $226.0 million for the 39 weeks ended January 26, 2003. The increase is primarily due to the acquisitions of Farmland Foods, Cumberland Gap and Alliance Farms Cooperative Association in fiscal 2004. The increase was partially offset by a decrease in capital expenditures in the current year. Capital expenditures in the current period totaled $107.8 million primarily related to fresh pork and processed meats expansion projects and additional international hog production facilities. As of February 1, 2004, the Company had definitive commitments of $126.1 million for capital expenditures primarily for processed meats expansion, foreign farm expansion and production efficiency projects.

Financing activities provided cash of $393.4 million in the current 40-week period compared to $171.1 million for the 39 weeks ended January 26, 2003. In the current period, the Company issued $350.0 million of 10-year, 7.75% senior unsecured notes. Net proceeds from the sale of these notes were used to repay indebtedness under the Company’s revolving credit facility. The Company also entered into a $300.0 million 364-day bridge loan and security agreement (the bridge loan) in the current period. The net proceeds from the bridge loan were used to finance the acquisition of Farmland Foods. The Company used the availability under the revolving credit facility to fund investment activity in the 40 weeks ended February 1, 2004. The Company expects to continue to use availability under the revolving credit facility, together with internally generated funds, for capital expenditures and general corporate purposes, including expansion of its processed meats business and strategic acquisitions. As of February 1, 2004, the Company’s availability under the revolving credit facility was $442.2 million. The Company increased its borrowings on its revolving credit facility $227.0 million in the prior period to fund net investment activity and to repurchase 0.9 million shares of the Company’s common stock. The Company did not repurchase any of its own stock in the current 40-week period and as of March 10, 2004, 16.8 million shares of the Company’s common stock have been repurchased under an 18.0 million-share repurchase program.

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Management believes that through internally generated funds and access to global credit markets, funds are available to adequately meet the Company’s current and future operating and capital needs.

On October 28, 2003, the Company completed the acquisition of substantially all of the assets of Farmland Foods, Inc. (Farmland Foods), the pork production and processing business of Farmland Industries, Inc. for approximately $377.5 million in cash, plus the assumption of certain Farmland Foods liabilities. The assumed liabilities include the pension obligation and associated assets of Farmland Industries, Inc. The Company is currently evaluating the value of this liability and estimates the amount to be approximately $70.0 million.

In October of fiscal 2004, the Company entered into the bridge loan, with Goldman Sachs Credit Partners L.P., for $300.0 million. The proceeds from the bridge loan were used to finance the acquisition of Farmland Foods. As of February 1, 2004, the interest rate on the bridge loan was LIBOR plus 5.0%. During the fourth quarter of fiscal 2004, the interest rate increases to LIBOR plus 6.0% for the remainder of the term. The bridge loan is expected to be repaid with the proceeds from the sale of Schneider Corporation. The bridge loan is guaranteed by the Company’s Canadian operations.

In September of fiscal 2004, the Company entered into a definitive share purchase agreement with Maple Leaf Foods Inc. (Maple Leaf), under which the Company would sell all of the outstanding stock of Schneider Corporation to Maple Leaf for approximately $378.0 million, subject to closing adjustments. The Company expects this sale to be completed by the end fiscal 2004. Net proceeds from this sale will be used to repay the bridge loan the Company used to finance the acquisition of Farmland Foods.

In June of fiscal 2004, the Company filed a shelf registration statement with the Securities and Exchange Commission to register sales of up to $750.0 million of its debt, stock and other securities from time to time. Net proceeds to the Company from the possible sale of these securities would be used for general corporate purposes, including expansion of the Company’s processed meats business and strategic acquisitions.

In May of fiscal 2004, the Company notified Pennexx Foods, Inc. (Pennexx), a 41% owned case-ready meat provider, that it was in default under a $30.0 million line of credit agreement. At that time, the Company terminated its commitment to make further loans under the credit agreement and demanded repayment of $11.7 million, the amount outstanding under the credit agreement. In June of fiscal 2004, the Company foreclosed upon Pennexx’s assets that served as collateral under the credit agreement. These assets were transferred to Showcase Foods, Inc., a wholly-owned subsidiary. The Company also performed its guarantee obligations under a $12.1 million lease for equipment previously utilized by Pennexx in its operations.

In February of fiscal 2004, the Company purchased 15.2% of the outstanding shares of Campofrío Alimentación S.A. (Campofrío), for approximately 70.6 million euros (approximately $87.8 million). Campofrío is the largest meat processor in Spain and one of Europe’s largest diversified meat processors, with estimated annual sales of approximately $1.2 billion.

FORWARD-LOOKING STATEMENTS

This report contains “forward-looking” statements within the meaning of the federal securities laws. The forward-looking information includes 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. 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 and cattle, raw materials and supplies, food safety, livestock disease, live hog production costs, product

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pricing, the competitive environment and related market conditions, hedging risk, operating efficiencies, changes in interest rate and foreign currency exchange rates, access to capital, the cost of compliance with environmental and health standards, adverse results from on-going litigation, actions of domestic and foreign governments, the ability to make effective acquisitions and successfully integrate newly acquired businesses into existing operations and other risks and uncertainties described in the Company’s Annual Report on Form 10-K for fiscal 2003. The Company undertakes no obligation to update any forward looking statements, whether as a result of new information, future events or otherwise.

The Company’s principal executive officer and principal financial officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon their evaluation, the principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective. There were no changes in the Company’s internal control over financial reporting during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

In March 2001, Eugene C. Anderson and other individuals filed what purported to be a class action in the United State District Court for the Middle District of Florida, Tampa Division, against the Company and Joseph W. Luter, III. The plaintiffs purported to allege violations of various law, including the Racketeer influenced and Corrupt Organizations Act, based on the Company’s alleged failure to comply with certain environmental laws. On June 24, 2002, the District Court granted the Company’s and Mr Luter’s motion to dismiss the plaintiffs’ second amended complaint with prejudice and issued an order imposing monetary sanctions against the plaintiffs’ attorneys. The plaintiffs noted their appeal to the U.S. Court of Appeals for the Eleventh Circuit on July 24, 2002. On February 25, 2003, the Court of Appeals dismissed the appeal of some but not all, of the plaintiffs. On September 17, 2003, the Court of Appeals affirmed the dismissal of the amended complaint of the remaing plaintiffs and reversed the order imposing monetary sanctions against the plaintiffs’ attorneys. The plaintiffs did not appeal the decision of the Court of Appeals and the period for filing any such appeal has now passed.

A. Exhibits