Code of Business Conduct and Ethics - Smithfield

code of businessconduct and ethicsOur CommonCommitments

TAblE Of COnTEnTsPACKING COMPANYIntroduction ..................................................................... 2-3Our Common Commitment: Do the Right ThingManagement Standards of BehaviorSpeak Up!Our Commitment to Our Customers .................................... 4Product QualityHonest Sales PracticesOur Commitment to Each Other ....................................... 5-7Health and SafetySubstance AbuseDiversity and Equal EmploymentHarassmentHuman RightsOur Commitment to Responsible stewardship ................ 8-10The EnvironmentAnimal CareOur Commitment to Doing business the Right way ........11-17Conflicts of InterestGifts and Business EntertainmentGiving and Accepting GiftsBusiness EntertainmentProviding Gifts and Entertainment to Government OfficialsAnti-BriberyUSDA and Other Regulatory PersonnelPolitical Contributions and ActivitiesFair CompetitionInternational TradeTrade Sanctions Program ComplianceCustoms and Import RestrictionsOur Commitment to Investors ...................................... 18-19FraudInsider TradingCommunications with the Media and Investing PublicThe MediaThe Investment CommunitySocial MediaOur Commitment to the Company ................................ 20-21Physical AssetsInformation and Communication SystemsBusiness RecordsGovernment Investigations and SubpoenasIntellectual PropertyOur Commitment to the Community .................................. 22Resources ......................................................................... 23A final word ..................................................................... 24

Letter from Our Chief Executive OfficerTo All of Our Employees:We are living in a time when society is steadily raising the bar for businesses.Companies are expected to act with greater integrity and to comply with anever growing body of business and legal requirements. Some companies arestruggling to meet this challenge. At Smithfield we are fortunate to have astrong tradition of acting with integrity and fairness and of obeying the law.This newly revised Smithfield Code of Business Conduct and Ethics sets forththe basic ethical and legal standards by which we will conduct our business.Throughout this Code, we use the term “our common commitment” todescribe our shared responsibility to live up to high ethical and legal standards.If you do not share this commitment, then Smithfield is not for you.We have built this Code around the core values that guide all aspects ofSmithfield’s business:• To produce safe, high-quality, nutritious food• To be an employer of choice• To advance animal care• To protect the environment• To have a positive impact on our communitiesIn reading the Code, you will see on nearly every page the words Speak Up!We are doing everything we can to make speaking up easy to do and haveprovided various ways for anyone to raise a question or a concern. You can evenmake an anonymous report using the Smithfield Ethics Hotline. I promise thatyou will not be retaliated against for raising a question or reporting a concern.I am confident that you will join me in keeping Smithfield a place where wecan all be proud to work.C. Larry PopePresident and Chief Executive OfficerSmithfield Code of Business Conduct and Ethics | 1

IntroductionOur Common Commitment: Do the Right ThingAt Smithfield, we are committed to doing the right thing in allaspects of our business. Doing the right thing means actingin the best interests of those who are counting on us to doour jobs: our customers, our co-workers, our shareholders andthe public. It means never doing anything that we would beashamed to tell our families about or to see published in ourhometown newspaper. It means acting with integrity towardeach other and those outside Smithfield.Q: I think a co-worker hasviolated the Code andmaybe even the law. Iwant to do the right thingand Speak Up!, but I amworried that I may lose myjob if I do. What shouldI do?A: Speak Up! Smithfieldpolicy prohibitsretaliation againstanyone for raising aconcern or making anygood faith report ofmisconduct.Q: How can the companyprotect me fromretaliation?A: Smithfield willinvestigate all allegationsof retaliation and willdiscipline the individualsinvolved — up to andincluding termination ofemployment.The commitment to do the right thing applies to each of us,regardless of position. The actions of any employee – whethergood or bad – can reflect on all of us. That is why we call thisour common commitment, because we are responsible to eachother to do the right thing. It reflects a shared dedication to thehighest ethical standards.The Smithfield Code of Business Conduct and Ethics embodiesthat commitment. It describes situations in which we may becalled on to do the right thing. The principles and examplescontained in the Code reflect laws and regulations that apply toour business. It is critical that we obey both the letter and thespirit of the law and that we perform our duties with the utmostattention to ethical business practices.All employees are asked to sign a statement that you have readand understand the Smithfield Code of Business Conduct andEthics, and that you will act in full compliance with the Code.Our obligation to do the right thing, however, does not end withreading and understanding the Code. We are expected to live it.Now more than ever, people pay attention to our actions:what we do and say. They want to see if we are living up to ourcommitments. We want to be known as people who can becounted on to do the right thing. If you have a question as towhat it means to do the right thing in any circumstance or ifyou think that any of us may be failing in our duty to live up tothe Code, you have a responsibility to Speak Up! as describedbelow. Smithfield is committed to a working environment inwhich employees feel comfortable and encouraged toSpeak Up!, ask for help and raise concerns.* We will use the term “employee” throughout this document to refer to all of us at Smithfield – employees, part-time employees, contractors,executives and our board of directors.2 | Smithfield Code of Business Conduct and Ethics

management standards of behaviorThose who are part of our corporate leadership,who are managers or who supervise otheremployees have a special responsibility to liveup to this Code. You are often the first pointof contact when an employee comes forward toraise concerns. It is critical that you be ready tolisten carefully and respond appropriately.Those you supervise and lead are watching yourbehavior. Your example as an ethical leader willdo more to strengthen our culture of ethics andcompliance than anything else we can do. Youalso have the responsibility of closely monitoringcompliance with the Code of those you superviseand ensuring that third parties with whom ouremployees interact are aware of and comply withour policies and procedures.Speak Up!Speak Up! is the term we use to describe theright and responsibility of every employee to tellmanagement about any behavior that does notmeet the standards outlined in this Code or toask a question about those standards.The first step in asking questions or reportingmost concerns is to speak with your supervisoror with your local human resources manager. Ifyou do not receive a satisfactory response or ifyou feel uncomfortable raising an issue in thisway, you should do the following:1. Talk to a member of the Smithfield LawDepartment or one of the other complianceresources referred to in this Code.2. Call the Smithfield Ethics Hotline at1-877-237-5270. Calls to the hotlineare confidential and can even be madeanonymously, although the moreinformation you provide to the operatorwho answers the call, the better we canaddress your concerns. All reportedviolations of this Code received throughthe hotline are investigated.Any report you make of suspected wrongdoingis confidential, and Smithfield will not tolerateretaliation against anyone for raising concerns,making good faith reports of misconductor providing information as part of aninvestigation.Speak Up!do theRight thingIf you see anything that you suspect isimproper or unethical, you have a dutyto Speak Up! By doing so, you canprovide information needed to remedy apotentially harmful situation. If you arenot sure whether a situation requires youto Speak Up!, ask yourself the followingquestions:1. Is the action consistent withThe Smithfield Code of BusinessConduct and Ethics?2. Is the action legal?3. Would I be comfortable if the actionwere made public?4. Would I want it done to me?5. Would the action be perceivedpositively by my family, co-workers,and Smithfield shareholders?If the answer to any of these questionsis “no,” you should Speak Up! and askfor help!Smithfield Code of Business Conduct and Ethics | 3

OuR COmmITmEnT TO OuR CusTOmERsQ: The cooker on my processingline is supposed to heatproduct to 145˚. I justnoticed that the thermostatis only reading 120˚. Itcould be a problem with thethermostat. What shouldI do?A: Alert your supervisorand follow proceduresto troubleshoot theproblem. If you can’tresolve the issue in thisway, Speak Up! using theresources in this Code.Q: I work in sales. My managerwants us to tell customersthat one of our competitorsmay soon go out of business.as far as I can tell, he hasnothing to base this on. It isa rumor that we would bestarting. What should I do?A: Speak Up! Spreadingfalse information abouta competitor is wrong.If there is no firm basisfor this information, weshould not repeat it.product QualityOur customers and consumers – including our own families – arecounting on us to deliver food that is safe, wholesome and labeledcorrectly. Smithfield’s facilities and products are subject to lawsand regulations administered by the United States Departmentof Agriculture and similar agencies in other countries relating tofood safety, quality and labeling. We provide training to employeesappropriate to their location and responsibilities concerning theserequirements and the processes we have implemented to ensurethat we meet them. It is critical that we take this training seriouslyand diligently apply those processes.Responsibility for food safety and quality lies with all of us.If you are aware of any problems related to food safety orviolations of our processes relating to safety, quality or labeling,Speak Up! Immediately tell your supervisor or use any of theother Speak Up! tools described in this Code.Honest sales practicesSmithfield is deeply committed to honest and fair dealingswith all of our customers. We will not engage in misleading ordeceptive advertising or marketing practices. Our advertising andmarketing materials will comply with applicable laws. The claimswe make regarding our products and those of competitors mustbe based on solid fact and documented. False or misleadingadvertising can create serious legal and business problems forus. Remember that we are committed to competing fairly onthe basis of quality and price. If you have questions or concernsregarding any sales or marketingpractice of Smithfield, any of ourbusiness partnersor competitors,contact a memberof the SmithfieldLaw Departmentor Speak Up!using theresources outlinedin this Code.do theRight thingFood safety, quality and properlabeling are our highest obligations.They are part of the basic pact oftrust we have with every consumer.If you do not share our passionatecommitment to these obligationsthen Smithfield is not for you.4 | Smithfield Code of Business Conduct and Ethics

OuR COmmITmEnT TO EACH OTHEROur common commitment includes protecting each other.We protect each other from physical harm by ensuring thatour health and safety procedures are followed. We also protecteach other by preventing discrimination and harassment in theworkplace. We do not tolerate any behavior that violates thatcommitment.Q: a contractor is working on ahigh scaffold at our facilitywithout a hard hat or safetyharness. What should I do?A: Everyone in our facilities,including contractorsand visitors, shouldcomply with our safetyprocedures. Speak Up!and tell your supervisor oruse the resources outlinedin this Code.Q: My doctor suggested thatI take an over-the-countermedicine to help relieve asinus infection. The labelcontains a warning not tooperate machinery whiletaking the medication. Idrive a forklift at work.What should I do?A: You should inform yoursupervisor and yourlocal human resourcesmanager so that you canbe assigned other dutieswhile taking medicationthat might impair yoursafety while operatingthe forklift.Health and safetyOur commitmentincludes ensuringthe health and wellbeingof all of ouremployees. We aimto set the standardin our industry forhealth and safety.Our operations aresubject to healthand safety lawsand regulationsdo theRight thingLet’s all do our part to ensure that wecan all go home to our families andfriends at the end of each workday ashealthy as when we arrived.and to our own policies. We provide training concerningthese requirements to employees appropriate to their jobsand locations. It is critical that we take this training seriouslyand adhere to our health, safety and security procedures. Ourprocedures apply to employees and to others in our facilities.Employees can raise workplace health and safety concernswith their location’s safety professional or with corporatesafety personnel. If you see conduct that violates safetyprocedures or that might otherwise create a hazard, it is vitalthat you promptly Speak Up! to one of these resources or useprocedures outlined in the Speak Up! section of this Code,including the Smithfield Ethics Hotline.substance AbuseWe are committed to a drug- and alcohol-free workingenvironment. Employees who come to work under theinfluence of alcohol or drugs may endanger themselves andother employees. This standard applies to all employees whilethey are on Smithfield property and anywhere while theyare working. Of course, we will not tolerate the possession,distribution, sale or manufacture of illegal drugs while on dutyor company property.Smithfield Code of Business Conduct and Ethics | 5

If you are being harassed or see another employee (or anyone else in ourfacilities) being harassed, SPEAK UP! Tell a supervisor, your local humanresources manager or take other action outlined in the SPEAK UP!section of this Code, including calling the Smithfield Ethics Hotline.If you have a drug or alcohol problem, help isavailable to you; please refer to your benefitspackage or contact your local human resourcesmanager for assistance and confidential referral.If you have questions regarding this policy orthink another employee may be violating thestandards described above, SPEAK UP!Diversity and Equal EmploymentSmithfield is committed to attracting, trainingand maintaining a diverse workforce that reflectsour communities. We strive to implement acompany culture that is inclusive, positiveand performance-oriented. Having a diverseworkforce allows us to benefit from a varietyof perspectives and strengthens our globalcompetitiveness.Smithfield is an equal opportunity employer. Wedo not discriminate against any employee or anyapplicant because of race, color, religion, ethnicor national origin, gender, sexual orientation,age, disability, veteran status, or any other statusprotected by federal law. In addition, compliancewith applicable employment laws, such as workauthorization laws, is important to maintainingthe stability and integrity of our workforce.If you feel that you have been discriminatedagainst, believe that someone else has been avictim of discrimination or have a questionabout Smithfield’s anti-discrimination policy,SPEAK UP! Talk to your immediate supervisor,your local human resources manager or othersin management. If you do not feel comfortabletalking to a supervisor or manager, use theresources outlined in the SPEAK UP! sectionof this Code, including the Smithfield EthicsHotline.HarassmentOur employees have the right to work free fromharassment. Smithfield regards harassmentas any behavior that demeans, intimidates oroffends an individual. To maintain a workplacefree of harassment, we must avoid the following:• Unwelcome conduct – whether verbal,physical or visual, and whether committedin person or by some other means (e.g.,email) that is based on an employee’s race,color, gender, sexual preference, nationalorigin, religion, age, physical or mentaldisability, genetic information, veteranstatus or other legally protected chacteristic• Racial, ethnic, religious or sexual slurs orjokes• Displaying derogatory or offensive posters,cards, calendars, cartoons, graffiti ordrawings• Bullying, abusive language, physicalaggression, intimidating or violent behavioror disparaging comments• Unnecessary or offensive touching orintentionally blocking someone’s movement• Sexual advances or requests for sexual favors• Any other actions that unreasonably disruptor interfere with an employee’s workperformance6 | Smithfield Code of Business Conduct and Ethics

This applies to all Smithfieldemployees and anyone else who doesbusiness with Smithfield. It appliesboth in the workplace and in workrelatedsettings and activities outsidethe workplace.If you are being harassed or seeanother employee (or anyone else inour facilities) being harassed, Speak Up! Tell a supervisor,your local human resources manager or take other actionoutlined in the Speak Up! section of this Code, includingcalling the Smithfield Ethics Hotline.Human RightsWe will not tolerate human rights abuses, including the useof child, forced or compulsory labor in our operations orthose of our contractors. If you are aware of any such abuses,Speak Up!do theRight thing• Welcome and respect differences regarding race,gender, religion, background, etc.• Be respectful of other employees in your actions.• Do your part to keep our facilities free fromsubstance abuse.Q: My supervisor is constantlyyelling at us and today eventhreatened someone on ourteam. I don’t think any of usbelieve that our supervisor wouldactually carry out the threat,but it makes me uncomfortable.What should I do?A: Smithfield’s workenvironment must be freefrom harassment, includingintimidating language. Ifthreatening language isused in your workplace,Speak Up! using one of theresources listed in this Code.Q: a co-worker has repeatedlyasked me for a date. I am notcomfortable with this. Whatshould I do?A: Talk to your local humanresources manager or use theother resources described inthis Code.Smithfield Code of Business Conduct and Ethics | 7

OuR COmmITmEnT TO REspOnsIblE sTEwARDsHIpdo theRight thingWe should all strive to incorporate principlesof sound environmental stewardship intoour daily work activities. Managers shouldsolicit comments from their teams regardingadditional ways to:• reduce water usage/wastewater,• minimize waste,• recycle waste materials,• improve the handling and disposalof waste,• use energy more efficiently, and• minimize packaging.Smithfield is committed to responsiblestewardship over the resources that areaffected by our operations. Our visionis continuous improvement in reducingenvironmental impacts. We will devotethe resources needed to protect theenvironment and provide appropriate carefor the animals used in our operations.The EnvironmentWe are subject to the environmental lawsof the countries and localities where weoperate. Those laws set requirementsconcerning clean water, clean air, disposalof hazardous and non-hazardous wastes,transportation of hazardous materials,management of chemical substances, andemergency planning. Our goal is to be 100%compliant with these requirements 100% ofthe time.8 | Smithfield Code of Business Conduct and Ethics

If you have any questions regarding environmental requirements orwish to raise a concern, you should consult your immediate supervisor,the environmental coordinator for your company, a member of theSmithfield Law Department or contact the Smithfield Ethics Hotline.And of course, you should immediately SPEAK UP! if you becomeaware of any potentially hazardous situations or of any failure to followapplicable environmental requirements.Smithfield provides training to employeesregarding the environmental complianceappropriate to their work assignmentsand locations. It is critical that employeesparticipate meaningfully in this training andapply what they learn. Here are a few key pointscovered in that training:• Employees should immediately report allspills and releases as required by applicableregulations and facility rules.• Appropriate remediation must beundertaken promptly to minimize anyadverse environmental impacts.• Permits and agency approvals must beobtained before facility construction, andfollowed during fabrication, installation,startup and operation.• Environmental requirements must also beconsidered in connection with any changesin the operation of a facility.• Appropriate monitoring, inspecting andtesting must be performed, and accuraterecords kept.Q: At work, I noticed some kind of oilyliquid flowing out of a broken pipe onthe company’s property and into a ditch.What should I do?A: You may be the only person who hasobserved this occurring. You shouldSpeak Up! and let the appropriatemanagers and environmentalcoordinators know about theproblem. If they don’t act immediatelyto investigate, you should make a callto the Smithfield Ethics Hotline orbring it the attention of a member ofthe Smithfield Law Department.Q: My supervisor asked me to throw abunch of old paperwork in the dumpster.I saw that some of it seemed like oldenvironmental permits and records. Whatshould I do?A: The company’s records retentionpolicy requires that many types ofenvironmental records be maintainedindefinitely. Speak Up! and talk tothe environmental coordinator tomake sure that it is OK to dispose ofthose records.Smithfield Code of Business Conduct and Ethics | 9

Q: I noticed that a few animals at the plants hadcuts and bruises after they had been moved intoholding pens. I think they may have been injuredby some broken equipment in their pen. Whatshould I do?A: You may be the first person to observethis problem. You should Speak Up! andlet supervisors know. If they don’t act,you should make a call to the SmithfieldEthics Hotline or bring it the attention of amember of the Smithfield Law Department.Q: I work at a sow farm and noticed that anotheremployee was having difficulty getting a sow tomove from her pen to another barn. This personwas using a pole to poke at her in order to makeher move.A: Our management systems specify thetype of equipment that may be utilizedto encourage animals to move from onearea to another, and poking or striking ananimal is directly contrary to these rules.You should Speak Up! and let the farmmanager and veterinarian know what youobserved. If they don’t act, you shouldmake a call to the Smithfield Ethics Hotlineor bring it the attention of a member of theSmithfield Law Department.Animal CareSmithfield is committed to being a leaderin the proper raising, handling andhumane slaughter of all animals grownfor food. Our animal management issubject to various laws and regulationsas well as Smithfield policy, includingour comprehensive Animal Welfare andAntibiotic Usage Policies and managementsystems. Smithfield provides trainingconcerning these requirements toemployees appropriate to their workassignments and locations.Employees should promptly Speak Up! totheir immediate supervisors or a memberof the Smithfield Law Department orcontact the Smithfield Ethics Hotline ifthey become aware of any violations ofthese requirements, including any actualor suspected accidental or intentionalmistreatment of animals.do theRight thingThe proper treatment of animalsis not only the right thing to do;it is also an important moraland ethical obligation we owe toour suppliers, customers, fellowemployees and, most importantlyof all, the animals entrusted to usand upon whom we depend forour livelihood.10 | Smithfield Code of Business Conduct and Ethics

OuR COmmITmEnT TO DOInG busInEss THE RIGHT wAyQ: I am a logistics managerfor our facility. I knowthat my brother’s truckingcompany could provide uswith better service thanwe are currently receiving.This would benefitSmithfield and my brother.Is this a conflict?A: Yes. You have at least anappearance of conflictand you may have anactual conflict as well. Ifyour brother’s firm canprovide us a better deal,we may well give him ourbusiness. But anyoneviewing this situationis likely to concludethat you are awardinga contract based onfamily connections.The only way to resolvethis is to disclose thecircumstances to yourlocal compliance officeror the Smithfield LawDepartment and letsomeone without afamily interest make theultimate decision.Q: a co-worker in my officehas been leaving early onFriday afternoons so thathe can get to his second job.This does not seem fair tothe rest of us who are paidthe same wage for a fullweek’s work. What shouldI do?A: Outside employmentthat interferes withwork for Smithfield is aconflict of interest. Youshould Speak Up!Our common commitment includes a promise to do businesswith integrity. This means making business decisions in ways thatbenefit the company as a whole. It also means obeying the law inall our business dealings.Conflicts of InterestIt is important that every business decision we make as Smithfieldemployees be based on the needs of Smithfield, not on personalinterests or relationships. A conflict of interest exists when anemployee’s personal interests interfere with the interests ofSmithfield. It is important that we avoid even the appearance of aconflict of interest.Nearly all conflicts of interest can be avoided or resolved if theyare properly disclosed. If you see that your personal interestscould conflict with your business role or if you think that anotheremployee may have a conflict of interest, tell your supervisor orseek guidance from one of the other Speak Up! resources listed inthis Code.Conflicts of interest can be based on a personal financial interestor on a family or other personal relationship. Some conflicts areobvious and others may be difficult to spot. Here are a few areas inwhich conflicts may arise:• financial interests. If you or an immediate familymember has a financial interest in any third party thatmay be affected by your actions as a Smithfield employee,you should Speak Up! and disclose that interest.do theRight thingWe want to be known as a company that doesthe right thing for the right reason. Conflictsof interest can undermine the integrity of ourbusiness. Even the appearance of a conflict cancast needless suspicion on Smithfield and ouremployees. Promptly disclose any circumstanceyou think could be viewed as a conflict of interest.Smithfield Code of Business Conduct and Ethics | 11

• family relationships. If you supervisea family member or if you interact witha family member who is a supplieror customer, you have at least theappearance of a conflict of interest. Youshould Speak Up! and disclose thepotential conflict.• outside employment. In somecircumstances, it may be appropriate totake on employment in addition to yourwork for Smithfield as long as the outsideemployment does not interfere with yourwork for Smithfield. Be aware, however, thatworking for a competitor, supplier or even acustomer of Smithfield can lead to conflictsof interest. Speak Up! and disclose theoutside work so that any potential conflictscan be avoided.Gifts and business EntertainmentOccasional modest gifts and entertainment cancreate goodwill and establish trust in businessrelationships. Excessive or expensive gifts orlavish entertainment create the appearance thatbusiness decisions are not being made fairly.Those whose jobs are expected to include givingdo theRight thingWhether a giver or a receiver, wemust avoid even the appearance ofimpropriety by strictly observingSmithfield’s Business Gifts andEntertainment Policy, includingthe requirements for reportinggifts and entertainment.12 | Smithfield Code of Business Conduct and Ethicsor receiving business gifts or entertainment havea responsibility to make sure that all gifts andentertainment are reasonable and consistentwith Smithfield policies and the law.Giving and Accepting GiftsWhether we are the giver or recipient, gifts andentertainment must be:• infrequent and not excessive in value,• directly related to building customer orsupplier relationships,• never in cash or items readily convertedinto cash,• never tied to a potential contract or businesstender, and• reported in accordance with Smithfield’sBusiness Gifts and Entertainment Policy.Moreover, when Smithfield employees give giftsto business partners, they should normallybe approved items bearing the logo of theparticular Smithfield operating company and bemade available by the company’s sales/marketingdepartment.Business EntertainmentModest and appropriate meals andentertainment may be accepted or providedby Smithfield employees where the primarypurpose of the meal or entertainment isbusiness-related. The employee, as well as thecustomer, supplier, contractor or partner, mustbe present; otherwise, the meal or entertainmentmust be treated as a gift.All meals and entertainment and all gifts givenor received that exceed the monetary limitsspecified within the Smithfield Business Giftsand Entertainment Policy must be reported inaccordance with that policy. If you provide gifts,meals or entertainment, you must ensure thatyour expense reports and records accuratelyreflect the associated cost.

Providing Gifts and Entertainment toGovernment OfficialsOur interactions with government officials requirespecial attention. Under no circumstances maySmithfield employees provide gifts, meals orentertainment to any government official withoutproper authorization from our Government RelationsDepartment or as outlined in the sections belowtitled “Anti-Bribery” and “Political Contributions andActivities” and in our Anti-Corruption Policy andGuidelines. Moreover, as described below in the sectiontitled “USDA and Other Regulatory Personnel,” nogifts, meals or entertainment may be provided to U.S.federal, state or local regulatory officials or inspectors.Anti-BriberyAs a multinational company, Smithfield is subjectto various laws that prohibit the payment of bribesto government officials and others in order to getor retain business. These laws include the U.S.Foreign Corrupt Practices Act and other similaranti-corruption laws and regulations such as theU.K. Bribery Act. Simply put, these laws prohibit thepayment, solicitation, offer or receipt of a bribe tofurther our business interests. These laws may applyregardless of whether the bribe in question was offeredor paid directly by a Smithfield employee or by agents,joint venture partners, brokers or consultants actingon behalf of Smithfield.Bribes can take many forms:• Money or items readily converted into cashsuch as stocks and bonds• Gifts or gratuities• Kickbacks• Unreasonable rebates or excessive commissions• Unusual, excessive or disguised allowances,expenses, or political or charitable contributions• Offering anything else of value to customers, theirfamily members or friends, including jobs andpayment of educational expensesQ: The purchasing manager for one of ournewest customers mentioned to methat our competitor invited him and hisfamily for a weekend of golf at a localresort. I am not sure, but I think hemay have been hinting that I need to dosomething similar if I want to furtherdevelop business with that customer.We have been chasing this account for along time. What should I do?A: At Smithfield we competesolely on the basis of quality,price and reputation. We willnever “buy business” with giftsor entertainment. Talk to yoursupervisor and work out a strategyto win a greater share of thisbusiness on the merits. Rememberthat if we can’t win through faircompetition, we don’t want thebusiness. Also remember that thepurchasing manager may have beentesting us as a new supplier to seewhether we are an ethical company.Finally, bear in mind that any gifts,meals or entertainment you provideto the purchasing manager mustbe approved in accordance withthe Smithfield Business Gifts andEntertainment Policy. If you haveany questions regarding how tohandle this situation, you can useany of the Speak Up! resourcesoutlined in this Code.Smithfield Code of Business Conduct and Ethics | 13

Q: We are bidding on a contract toexport our products to a foreigngovernment. One of the foreignofficials is insisting that we payfor him to visit our plant so that hecan check on our quality control.He also wants to bring his familyon the trip, and he wants to spendthe weekend before the visit atWalt Disney World and expectsSmithfield to absorb all of thecosts of the trip. Is there a problemwith this?A: The visit by the official toour plant has a legitimatebusiness purpose and can bepaid for by Smithfield. Beforeauthorizing these expenses,however, you should obtainclearance from the SmithfieldLaw Department in accordancewith our Anti-CorruptionPolicy and Guidelines. Familytravel expenses and the sidetrip to Disney World are notappropriate business expensesand may not be paid directly orindirectly by Smithfield.Q: I know that a supervisor at ourplant has been asking someemployees to wash the car of an onsiteUSDa inspector once a week.It doesn’t take more than a fewminutes of worker time. Is this Ok?A: Providing any complimentaryservice such as car washingto a USDA inspector is wrongand must be stopped andreported immediately. Failureto do so could have seriousconsequences for Smithfieldand those employees involved.Speak Up!Smithfield provides training to employees whose jobs maybring them into situations in which these issues couldarise. You should conscientiously apply that training. Ifyou suspect a bribe may have been offered or paid by or toanother employee or by a contractor or agent working forSmithfield or if you have questions regarding the applicationof these laws, you should promptly Speak Up! using theresources described in this Code. Further information onthis important topic is outlined in the Smithfield Anti-Corruption Policy and Guidelines issued by the SmithfieldLaw Department.USDA and Other Regulatory PersonnelSpecial rules apply to our interactions with governmentagencies that regulate Smithfield’s operations, includingthe U.S. Department of Agriculture (USDA), the Foodand Drug Administration (FDA), the U.S. EnvironmentalProtection Agency, the U.S. Occupational Safety and HealthAdministration and state and local government agencies.No employee, agent, consultant, lobbyist or otherrepresentative may give anything of value to any inspectoror other official from any U.S. federal, state or local agency.Of course, this applies to gifts of money. It also applies tononmonetary items, such as meals, transportation, lodging,entertainment (e.g., tickets to sporting events) and otherdo theRight thingSmithfield is 100% committed to competingsolely on the basis of quality, price andreputation. We never seek any business advantageby offering or paying bribes or other unlawfulgifts or services. If you do not share thatcommitment, then Smithfield is not for you, andyou should find another job.14 | Smithfield Code of Business Conduct and Ethics

hospitality; and services (e.g., car washing, picking updry cleaning), as well as any other personal benefit orfavor. Remember that there is no permissible value forsuch gifts or services. ALL such payments, gifts andservices are prohibited.If you are aware of any situation in which such a giftor service is offered to or requested by any governmentofficial, you should report the matter to yoursupervisor, to the Smithfield Law Department or byusing one of the other Speak Up! resources.political Contributions and ActivitiesNo Smithfield money, property, facilities, gifts, meals,entertainment or services may be contributed to anyU.S. political official, candidate, campaign, politicalparty or political action committee without the priorapproval of our Government Relations Department.Smithfield believes that it is not advisable to becomeinvolved in internal political affairs outside of theU.S. Accordingly, neither Smithfield nor any employeemay make any contribution to any non-U.S. politicalofficial, candidate, campaign, political party or similarperson or organization on behalf of Smithfield. Pleasesee also Smithfield’s Anti-Corruption Policy andGuidelines and the section above titled “Anti-Bribery.”Smithfield encourages all employees to exercise theirrights of citizenship by voting and by otherwisesupporting candidates or parties of the employee’sown personal selection. Employees who elect toengage in such political activity do so strictly intheir individual and private capacities as responsiblecitizens and not on behalf of Smithfield. NoSmithfield employee may use any money, property orother resources of Smithfield in connection with anyprivate political activity nor may any employee receiveany direct or indirect reimbursement or offsettingrefund of any nature whatsoever with respect topolitical contributions made by them in any form.Political activity may not interfere with the employee’sperformance of his or her work for Smithfield.do theRight thingInvolvement of businesses in politicsis a sensitive issue in the U.S. andglobally. It is important that youfollow the requirements of thissection to ensure that you do notcreate embarrassing situations or evenliability for Smithfield or yourself.Q: I am supporting my neighbor’scandidacy for a vacant seat on our localtown council. Can I use the photocopierat work to make campaign fliers todistribute to our neighbors?A: No. All use of company property –even incidental use of such itemsas photocopiers and phones – isprohibited unless approved inadvance by the GovernmentRelations Department. If you havequestions regarding this policy,contact the Government RelationsDepartment or use the otherSpeak Up! resources.Q: During my recent performance review,my boss mentioned that I had notcontributed to the Smithfield paC. I feelhe is saying that I need to contribute toget the promotion I am hoping for. Whatshould I do?A: Contributions to the PAC are purelyvoluntary and may not be used toevaluate employee performance. Youshould contact your local humanresources manager or Speak Up!using the other resources outlined inthis Code.Smithfield Code of Business Conduct and Ethics | 15

Q: Yesterday, I ran into a salespersonfor one of our competitors. She saidshe knew that we were frequentlybidding on the same contracts. Shehinted that we would both do betterand meet our quotas if we agreed tocarve up the territory and have us bidon certain contracts while they bid onothers. That’s Ok, isn’t it?A: No. Any agreement of this typeis illegal. Sales people just likeyou have gone to jail for enteringinto similar arrangements. Youshould report this discussionimmediately to the SmithfieldLaw Department or using one ofthe Speak Up! resources.do theRight thingRemember that we compete onlyon the basis of quality, priceand our reputation. We nevercooperate with competitorsin setting prices, allocatingcustomers or determining otherterms and conditions of sale.Employees who work in sales,marketing, purchasing and otheracquisitions should be especiallyaware of these requirements.The Smithfield Political Action Committee (PAC)may solicit eligible employees for political campaigncontributions. Contributions to the Smithfield PACare purely voluntary and not a condition ofemployment or advancement.fair CompetitionSmithfield is committed to competing fairly andvigorously. Among other things, this means that wewill not do anything that violates, or that might evenappear to violate, antitrust and other competition lawsin the United States and the other countries in whichwe operate. Smithfield will not tolerate conduct thatviolates these requirements. Violations can have seriousconsequences for Smithfield and can even lead topersonal criminal liability for any employees whoare involved.We provide training in these requirements toemployees whose jobs may bring them intosituations in which they are important. The lawsgoverning competition are complex, and youshould contact the Smithfield Law Departmentfor further guidance if you have questions. Ofcourse, if you are aware of any violations of thesestandards, promptly Speak Up! by contacting theSmithfield Law Department or by using the otherresources outlined in this Code.International TradeSmithfield is a global business. Whenever weship product or import supplies across nationalborders, we become subject to a wide range of U.S.and other laws dealing with such issues as customsand import duties and trade restrictions. Theserequirements are varied and complex. Smithfieldprovides training to employees who are involved inthese activities appropriate to their job functionsand locations. It is essential that employees absorband apply this training. This section highlightstwo areas in which international trade laws mayimpact our business.16 | Smithfield Code of Business Conduct and Ethics

Trade Sanctions Program ComplianceU.S. federal agencies administer a varietyof embargoes and sanctions programs(“federal sanctions programs”) againstregimes in foreign countries and individualsand organizations in the United Statesand elsewhere whose activities have beendetermined to be contrary to the interests ofthe United States and its allies.Transactions that violate a federal sanctionsprogram are prohibited by federal laws.Severe civil and criminal penalties may belevied against companies and individualsfor violations.Employees who are responsible for domesticand international trade negotiations areencouraged to “know their customers.”Employees should report transactionsthat they suspect could be in violation of afederal sanctions program to the SmithfieldLaw Department or using one of the otherSpeak Up! resources.Customs and Import RestrictionsAll goods imported into the United Statesmust pass through U.S. Customs and BorderProtection, where a duty must be paid unlessan exemption applies. Similarly, goods thatare exported to other countries may besubject to customs duties imposed by thereceiving country.Employees who are involved in importingand exporting goods are required to supplyaccurate information about the classificationand value of such goods to appropriatecustoms authorities.Q: We received a purchase order from acompany that I think may be owned by aperson who has been identified in the pressas a sponsor of international terrorism.What should I do?A: You should contact the Smithfield LawDepartment for guidance as to whetherthe order may be filled consistent withU.S. trade law.do theRight thingIf you are involved in sales or purchasesoutside the U.S., conscientiously apply thetraining and other resources provided toyou. Only your vigilance can help Smithfieldcomply with its legal obligations in this area.Smithfield Code of Business Conduct and Ethics | 17

OuR COmmITmEnT TO InVEsTORsQ: I saw my boss out with her family at anew restaurant in town last Saturdaynight. The following Monday, my bosshanded me a receipt from the very samerestaurant for Saturday night and toldme to submit an expense report for thismeal. This doesn’t look right to me, butI’m afraid I’ll get in trouble if I refuse toput the receipt on her expense report.What should I do?A: You should immediately Speak Up!We understand that it takes courageto report your superior. Please knowthat Smithfield’s non-retaliationpolicy protects employees fromretaliation of any kind.Q: I work in Smithfield’s Corporateaccounting Department. a reporter forthe business section of a newspaper lefta message for me saying that he wantsto speak with me to get some additionaldetail about some of the numbersSmithfield published in our most recentearnings news release. What should I do?A: Contact Smithfield’s V.P. ofInvestor Relations and CorporateCommunications before providingcompany information to any outsidereporter or similar party.When in doubt, ask!do theRight thingRemember our most important asset,as individuals and as a company,is our credibility. The actions ofany employee can reflect on thecredibility of our company and onthe reputations of fellow employees.Our common commitment includes keepingaccurate and timely financial records that properlyreflect our business and financial position. Wewill not tolerate actions that obscure our financialactivities from investors and other stakeholders.We take seriously our shared responsibility to complywith all relevant financial accounting and reportingstandards and regulations.fraudFraud means deceiving someone in order to gain anadvantage. It can take many forms:• Making entries in financial records that are falseor that do not comply with accounting standards• Submitting expense reports that are “padded” orthat fail to show the true purpose of an expense• Forging checks or other documents• Taking or misusing company property or money• Inflating sales numbers to increase reportedrevenueFraud is both illegal and morally wrong. It can haveserious consequences for participants and victims.If you suspect that anyone (including any officer,employee, contractor or supplier) may have committedfraud in connection with our business, Speak Up!using the resources outlined in this Code.Insider Trading“Inside information” is any non-public informationimportant enough that it can affect the priceof a company’s securities if disclosed. This mayinclude, for example, information about the awardof important contracts, expected earnings, or thepurchase or sale of a business unit.Employees must not trade any company’s securitieswhile aware of inside information about thatcompany, or pass this information on to otherswho could use it to trade in those securities. Thisrestriction applies to trading in Smithfield stockand other securities, as well as in the stock of other18 | Smithfield Code of Business Conduct and Ethics

companies we do or may do business with aboutwhich employees may have inside information.The laws of many countries, including theUnited States, prohibit trading securities whilepossessing inside information.Penalties for violating insider trading laws aresevere, and the laws are complex. You shouldseek help from the Smithfield Law Departmentif you are in any doubt as to how they apply.Additional information can also be found inthe Smithfield Securities Law CompliancePolicy. (Certain employees who may have accessto inside information must also follow specialprocedures outlined in that policy.)Except with prior approval of Smithfield’s SECCompliance Officer, employees may not tradein any commodities futures market for theirown account (other than for legitimate hedgingoperations for personal farming) or engage inbusiness, investment or financial transactions of asimilar nature. Employees who desire to engage inhedging operations for personal farming shouldobtain approval from their immediate supervisors.Communications with the Media andInvesting PublicWe recognize our responsibilities as a publiccompany to provide complete, timely, accurateand objective information about its financialand operational performance, as well as itsstrategy and prospects. Smithfield’s policyis to make accurate and timely disclosuresin compliance with securities laws and tocommunicate actively and accurately with thenews media and investment community.The MediaAs a public company, it is vital that Smithfieldspeak with one voice. All communications withthe news media – including both traditionalpress and web-based outlets – should be directedto Smithfield’s V.P. of Investor Relations andCorporate Communications.The Investment CommunityThe Investor Relations Department isresponsible for the dissemination of informationto, and interactions with, financial analystsand institutional and individual investors.This includes relevant information aboutthe company’s financial performance, asreported in quarterly sales and earnings newsreleases, regulatory filings and other publicdisclosures. All investment-related inquiriesfrom institutional and individual investorsand financial analysts and should be directedto Smithfield’s V.P. of Investor Relations andCorporate Communications.Social MediaSocial media (for example Facebook, Twitter,YouTube) are powerful communications toolsboth within and outside the company. Thesepowerful new platforms for online collaborationare changing the way we work, offering newways to engage with customers, colleagues andthe world at large. If used wisely, they can helpus build stronger, more successful businessrelationships.Because they are so powerful, these newplatforms also involve certain risks and createnew responsibilities for employees. Smithfieldemployees may not use social media forbusiness purposes unless they are authorizedto represent the company and they comply withSmithfield’s Social Media Policy. Authorizationmay be obtained from Smithfield’s CorporateCommunications Department, and questionsregarding our policies and the use of materialthat may be owned by others should be referredto the Smithfield Law Department. If you areaware of any violations of our Social MediaPolicy, SPEAK UP!Smithfield Code of Business Conduct and Ethics | 19

OuR COmmITmEnT TO THE COmpAnyQ: I found a list of current salaries and proposedpay increases for employees in anotherdepartment on the copier in the copy room.What should I do?A: The list contains confidential sensitive,proprietary information that must beprotected. Do the right thing and bringthe list to your local human resourcesmanager for your business. You shouldnot discuss the information with othersinside or outside of the company.Q: I notice that one of my co-workers regularlyleaves sensitive marketing information onhis desk when he goes to lunch. What shouldI do?A: Speak to him and tactfully suggest thathe lock up the information whenever heis away from his desk. If the behaviordoes not change, speak to your manager.do theRight thingWe can all do our part to protectconfidential information by:• Complying with Smithfield’s RecordsManagement and Electronic and VoiceTechnology Use policies.• Never sharing passwords.• Never leaving confidential informationwhere it could be compromised.• Shutting down or logging out ofcomputers when leaving themunattended.The Smithfield business not only providesexcellent products to our customers and solidreturns to our investors, it is also the sourceof our individual livelihoods. Our commoncommitment includes a shared responsibility toprotect and manage the assets that enable thatbusiness to be successful.physical AssetsSmithfield’s physical assets – its buildings,vehicles, equipment and supplies – are thetools that enable us to do our work. We havean obligation to safeguard those assets. If youare aware of abuse or misuse of those assets,talk to your immediate supervisor or use oneof the other Speak Up! resources identified inthis Code.Information andCommunication systemsEmployees are given access to phones,computers, email and voice mail systems andother electronic resources to help them do theirjobs. These resources are owned or leased by thecompany. Employees are expected to use theseresources in a professional, ethical and lawfulmanner and in accordance with Smithfield’sElectronic and Voice Technology Use Policy.Smithfield owns or controls access to allcommunications equipment, includingcomputers, software, email, voice mail,conferencing equipment and office supplies.Communications, data and informationyou send or receive using company propertyare company property and are not privatecommunications. Smithfield has the right tomonitor all communications, including Internetusage, and employees should not consider suchcommunications to be personal or private.Accessing or distributing pornographic oroffensive materials by Internet or email isstrictly prohibited.20 | Smithfield Code of Business Conduct and Ethics

Business RecordsWe are committed to maintaining accurateand complete records of our business activities.Smithfield’s books, records, accounts andfinancial statements are valuable assets ofthe business and must all be maintained inreasonable detail, appropriately reflect (on atimely basis) the company’s transactions andconform to applicable laws and regulations, U.S.generally accepted accounting principles andSmithfield’s system of internal controls.We have a responsibility to protect andmaintain the confidentiality of the informationwe use in our business. In addition, we havea responsibility to protect the confidentialinformation of customers, vendors or otherswho provide such information to us undernondisclosure or similar agreements, and aresponsibility to use the information only forthe purposes for which we have agreed.The Smithfield Records Management Policygoverns the storage of all current businessrecords as well as the disposal of any outdatedrecords. Company records include all email,data, documents or records that are created,received or maintained as part of Smithfield’sbusiness activities. Company records may alsoinclude individual notes, calendars and diaries.All employees responsible for maintainingrecords receive training regarding that policy.Government Investigations, Subpoenasand DiscoveryFrom time to time, Smithfield may be requiredto provide documents and other information togovernment agencies or in court proceedings. TheSmithfield Law Department is responsible forensuring that the company meets its obligationsin such cases. Employees who are asked tocooperate in providing documents should doso promptly and completely. If you have anyquestions concerning these matters, you shouldcontact the Smithfield Law Department.Intellectual PropertyAny innovations, inventions, recipes, discoveries,designs, formulas, technical enhancements,documents, websites, graphics or other creativeworks, created, conceived, developed orauthored while employed at Smithfield are thesole property of – and must be disclosed andassigned to – the company. You may not disclosesuch intellectual property or other Smithfieldconfidential information to others even after youleave the employment of the company.Smithfield Code of Business Conduct and Ethics | 21

our Commitment to the communityOur common commitment includes our dedication tothe continued well-being of the communities in whichwe operate. Reflecting that dedication, the Smithfield-Luter Foundation focuses on supporting educationand growth opportunities in rural towns acrossAmerica, including to the children and grandchildren ofSmithfield employees. The Foundation, however, is justone facet of Smithfield’s charitable giving efforts.The company and its subsidiaries are engaged in manyother charitable programs involving both volunteers anddonations such as Helping Hungry Homes, Learners toLeaders, and other local causes. Smithfield businessesare encouraged to coordinate all such contributionswith Smithfield’s Chief Sustainability Officer.22 | Smithfield Code of Business Conduct and Ethics

REsOuRCEsAs we mentioned on Page 3, we use the term Speak Up! to describe the right and responsibility ofevery employee to tell management about any behavior that does not meet the standards outlinedin this Code or to ask a question about those standards. There are several ways in which you canSpeak Up!1. Speak with your supervisor or with your local human resources manager. In most cases, thiswill be the quickest route to resolve your concern. If this does not resolve your concern or ifyou feel uncomfortable raising an issue in this way, you should take one or more of the stepsoutlined below.2. Talk to a member of the Smithfield Law Department. You can reach the Law Department bycalling 1-757-365-3000 or by sending an email message to compliance@smithfieldfoods.com.3. If your concern involves environmental/stewardship issues of the sort described on Pages 8-10,you should contact the environmental coordinator for your company or the Smithfield EthicsHotline at 1-877-237-5270.4. If you have an urgent concern or prefer to raise your concerns anonymously, call the SmithfieldEthics Hotline at 1-877-237-5270. Calls to the hotline are confidential and can even be madeanonymously, although the more information you provide to the operator who answers thecall, the better we can address your concerns. All reported violations of this Code receivedthrough the hotline are investigated. If you choose to identify yourself, we will follow up withyou concerning the result of that investigation.ReMindeR:You will be protected from retaliation of any kindfor raising questions or concerns using any ofthese resources. However you may choose to raisea concern, Smithfield appreciates your willingnessto Speak Up! With your help in promptly raisingconcerns, we can achieve our goal of promotingan ethical business environment.Smithfield Code of Business Conduct and Ethics | 23

a final wordAll of us share in a common commitment to act ethically and in full compliance with this Code andthe law. Anyone who fails to live up to that commitment can expect to be disciplined. Such disciplinemay include termination of employment.The Code applies to all Smithfield departments, divisions and foreign or domestic subsidiaries, as wellas to partnerships and joint ventures in which Smithfield has a majority interest and/or managementresponsibilities.This Code of Business Conduct and Ethics sets formal expectations that apply to every employee aslong as he or she is employed by Smithfield. In addition, some provisions (including those protectingthe company’s confidential and proprietary information) continue to be binding upon persons wholeave Smithfield employment, either voluntarily or involuntarily. If you have questions or concernsabout how to comply with this Code or about the conduct of others, you should promptly Speak Up!If a law conflicts with a policy or practice established by the Code, you must comply with the law, but ifa local custom or policy conflicts with the Code, you must comply with the Code.24 | Smithfield Code of Business Conduct and Ethics

REsOuRCEssmithfield Law and internal audit departments1-757-365-3000compliance emailcompliance@smithfieldfoods.comhotline Phone numbersUSA 1-877-237-5270POLAND 0-800-800-041ROMANIA 0-800-800-053Our hotline numbers are confidential.No one is permitted to take any action or retaliateagainst you for reporting a concern!Smithfield Foods, Inc. | 200 Commerce Street | Smithfield, VA 23430www.smithfieldfoods.comVersion II, print ICopyright 2012