SFD Smithfield Foods, Inc.

Compensation Discussion and Analysis

Introduction

The Merger was consummated on September 26, 2013, after the completion of the Company’s 2013 fiscal year, which ended on April 28, 2013. As previously noted, in connection with the consummation of the Merger, the Company elected to change its fiscal year end from the 52 or 53 week period ending on the Sunday nearest to April 30 to the 52 or 53 week period ending on the Sunday nearest to December 31, which resulted in the Company having the Transition Period.

This Compensation Discussion and Analysis (“CD&A”) provides information regarding the material elements of compensation earned by our executive officers during fiscal 2013T as well as the considerations and objectives underlying our compensation policies and practices. This information provides context for the compensation disclosures in the tables and related discussions that follow. For purposes of this CD&A, the “Committee” refers to the Compensation Committee of the Board of Directors of the Company before the Merger and the Board of Directors of the Company after the Merger. Following the Merger, the Board of Directors did not designate a compensation committee and, unless and until it does so, the full Board of Directors will be responsible for all functions typically performed by a

5

Table of Contents

compensation committee. When we refer to the “named executives” we are referring to our Chief Executive Officer (CEO), each person who served as our Chief Financial Officer (CFO) during fiscal 2013T and our three other most highly compensated officers.

This CD&A discusses the compensation decisions for the named executives shown in the “Summary Compensation Table” below. They are:

Compensation Philosophy and Objectives

Since most decisions regarding the Company’s executive compensation program for fiscal 2013T were made prior to the Merger, this section and the other sections of the CD&A that follow generally discuss our executive compensation program as it was in effect at the start of fiscal 2013T, prior to the Merger. Later in the CD&A, we also discuss the impact of the Merger on our executive compensation program, as well as certain decisions regarding the executive compensation program that were made following the Merger.

Prior to the Merger, our executive compensation philosophy was to motivate our executive officers continually to improve operating performance. Therefore, our annual and equity-based long-term incentives were opportunities for compensation — they paid out when performance was strong and did not pay out when performance was disappointing. Consequently, a substantial majority of each named executive’s total potential compensation — and in the case of our CEO, 87% for fiscal 2013T — was variable and was earned only if performance objectives were achieved.

The primary goal of our executive compensation program was the same as our goal for operating the Company — to maximize short-term and long-term corporate performance and thereby create value for our shareholders. To achieve this goal our pre-Merger executive compensation program was based on the following principles:

Each element of our compensation program was designed to further one or more of these principles. The structure of a particular executive’s compensation could vary depending on the scope and level of that executive’s responsibilities. For an executive with corporate-level responsibilities, performance-based cash compensation was generally based on Smithfield’s consolidated results of operation. For an executive responsible for the Pork Group or an individual business unit within that group, performance-based cash compensation was generally based on the operating results of the Pork Group thus encouraging coordination of efforts among the individual business units in order to maximize the financial performance of the entire Pork Group. Occasionally an executive responsible for an individual business unit could receive performance-based cash compensation based on the operating results or other performance measure of that unit, particularly if that unit operates more or less independently of other units.

2013 Say-on-Pay Result

Due to the Merger, we did not hold an annual shareholders meeting last year and thus did not conduct a “say-on-pay” vote with respect to our fiscal 2013 executive compensation program.

6

Table of Contents

Determining Executive Compensation

Prior to the Merger, the Committee was responsible for developing and administering the compensation program for executive officers and other key employees. The Committee could delegate some or all of its responsibilities to one or more subcommittees whenever necessary to comply with any statutory or regulatory requirements or otherwise deemed appropriate by the Committee. The Committee had the authority to retain consultants and other advisors to assist the Committee with its duties and had sole authority to approve the fees and other retention terms of such consultants and advisors. The CEO made recommendations to the Committee regarding the salaries, cash incentive award arrangements, option grants and other forms of equity incentive awards, if any, for key employees, including all executive officers. For executive officers whose cash incentive awards were based partly on individual performance, the CEO’s evaluation of such performance was provided to and reviewed by the Committee. To assist the Committee in carrying out its responsibilities, the Committee utilized independent compensation consultants. The Committee also annually reviewed executive pay tallies for our executive officers detailing the amount of each element of total compensation and accumulated equity holdings. Based on the foregoing, the Committee used its judgment in making compensation decisions that would best carry out our philosophy and objectives for executive compensation.

Elements of Compensation

We had three elements of total direct compensation: salary, annual cash incentives and long-term equity-based incentives (options, PSUs and matching RSUs).

Base Salary

Base salaries are intended to provide a level of compensation sufficient to attract and retain an effective management team when considered in combination with the performance-based and other components of our executive compensation program. The relative levels of base salary for executive officers are designed to reflect each executive officer’s scope of responsibility and accountability within the company. Base salaries are reviewed annually to determine if they are equitably aligned within the Company and are at sufficient levels to attract and retain top talent. Consistent with our greater emphasis on performance-based pay, base salaries for executives are normally changed infrequently.

The Committee’s application of this policy over the last three years is summarized below:

Cash Incentive Awards

We provided performance-based annual cash incentive opportunities to our executives under our shareholder-approved incentive plan. The awards used performance criteria that sought to ensure a direct link between the executives’ performance and the amount of incentive compensation earned as well as encourage coordination of efforts among business units within the same operating segment. Awards generally used a formula based on pre-tax, pre-incentive payment profits, either company-wide or for a particular operating segment depending on the executive’s scope of responsibility. Occasionally an executive responsible for an individual business unit could receive a cash incentive award based on the operating results or other performance measure of that unit, particularly if that unit operates more or less independently of other units. At the beginning of the year, the Committee received management’s recommendations on the performance criteria and cash incentive award formulas for the year. In evaluating these recommendations, the Committee considered the performance of the Company and the respective segments and business units in recent years.

Historically, the Committee imposed minimum performance thresholds on annual incentive awards. Given the effect of the record profitability of the Company in fiscal 2011 on the size of the cash incentive payouts and a determination on the part of the Committee to rebalance the mix of cash and equity components of the executives’ compensation, the annual cash incentive awards for certain executive officers, including the CEO, were modified beginning in fiscal 2012 to reduce the award amounts at higher levels of pre-tax profit, eliminate the thresholds and cap the total potential payouts. For example, the cash incentive awards for fiscal 2012, 2013 and 2013T for Mr. Pope were equal to 1% of consolidated pre-tax profits subject to a cap of $8 million.

Fiscal 2012 was the second best year in our history in terms of pre-tax profits on a consolidated basis and for the Pork Group, which were the primary metrics used in the performance goals for the named executives’ annual incentive awards. This is reflected in the relative sizes of the annual incentive awards for that year compared to fiscal 2013 and 2013T in which less favorable results in the hog production segment significantly reduced the Company’s consolidated pre-tax profits.

7

Table of Contents

Individual Performance Bonuses and Additional Cash Awards

Certain of our executive officers, including Messrs. Sullivan and Thamodaran, have traditionally been considered for annual discretionary cash bonuses based on individual performance instead of annual cash incentive awards made under the 2008 Plan. We also have sometimes paid additional cash awards to executive officers in amounts determined appropriate to reward elements of performance that were not reflected in the annual cash incentive awards or the individual performance bonuses.

The annual individual performance bonus for Mr. Thamodaran in fiscal 2013T was approximately two-thirds the size of his fiscal 2013 bonus, reflecting the fact that fiscal 2013T contained only eight months. In addition to receiving an annual individual performance bonus in fiscal 2013T, Mr. Sullivan received a cash award partly in recognition of his efforts in connection with the Merger and partly reflecting his promotion to chief financial officer. In fiscal 2013T, Messrs. Pope and Manly received cash awards in recognition of their efforts in connection with the consummation of the Merger. Mr. Sebring received a cash award in fiscal 2013T in recognition of his efforts in successfully negotiating a licensing and supply agreement between one of the Company’s subsidiaries, John Morrell & Co., and Nathan’s Famous, Inc.

Equity Incentive Awards

General. We have provided long-term incentive compensation in the form of performance share units and (prior to fiscal 2013T) stock options. These equity awards were intended serve as an effective motivational tool by aligning the executive’s economic interests with those of our shareholders. The ultimate value, if any, of stock options was dependent on increases in the market price of our common stock which encouraged longer-term, more strategic decision-making. Performance share unit awards provided similar motivation for our executives and the performance conditions under such awards assured a close correlation between Company performance and the value realized by the executives. Because all of our stock option awards were many of our performance share unit awards are granted with time-based vesting, these programs also promoted long-term tenure. No stock options were awarded to named executives in fiscal 2013T.

Committee Considerations. Our CEO recommended to the Committee the recipients and sizes of performance share unit awards for fiscal 2013T. In evaluating these recommendations and making its determinations, the Committee considered a number of factors, including:

Equity awards constitute a larger percentage of total compensation for corporate-level executives than for segment and business unit management in recognition of the corporate-level executives’ greater responsibility for overall results and indirectly the market price of our common stock.

PSU Awards. For Messrs. Pope and Manly, the 2013T PSU awards were subject to performance conditions based on the Company’s stock price performance compared to an industry peer group of 18 companies over a three-year period. The peer group was selected with the assistance of the Committee’s compensation consultants and consisted of Campbell Soup Company, Chiquita Brands International, Inc., ConAgra Foods, Inc., Dean Foods, Inc., General Mills, Inc., H. J. Heinz Company, Hershey Foods Corp., Hormel Foods Corporation, J. M. Smucker Company, Inc., Kellogg Company, Kraft Foods, Inc., McCormick & Company, Inc., Pilgrim’s Pride Corporation, Sanderson Farms, Inc., Sara Lee Corporation (Hillshire Brands Company), Seaboard Corporation, Seneca Foods Corporation, and Tyson Foods Inc.

The performance share unit awards for executives in the Pork Group were subject to performance conditions keyed to unit volume growth of the Pork Group’s packaged meats business combined with a consolidated pre-tax profits condition. The Committee believed that the incentives created by the volume growth performance condition better aligned the Pork Group executives’ interests with the Company’s operational goals for this segment of our business.

The foregoing awards are described in greater detail below. All 2013T PSU awards become vested at target levels and were paid out in connection with the Merger.

RSU Awards. Prior to the Merger, pursuant to the management stock purchase program under the 2008 Plan, executives could voluntarily elect to defer up to 25% of the payouts under their annual cash incentive awards and receive restricted stock units (RSUs) in exchange. The RSUs were generally payable in shares of common stock on a date, which could not be less than three years from the date of deferral, as specified by the executive. The Company provided a 100% match of the executive’s deferral in the form of RSUs that would vest on the third anniversary of the date of deferral and were payable in shares of common stock. No RSUs were granted under this program after the Merger.

Additional Compensation Elements

Retirement Plans. Our executive officers participate in the same retirement plans on the same terms as provided to most of our salaried employees. These plans consist of several company-funded pension plans and an employee-funded 401(k) savings plan (with

8

Table of Contents

employer match), all of which are tax-qualified, and a non-tax qualified supplemental pension plan. Under a tax-qualified plan, we are eligible for a tax deduction for our contributions for the year to which the contributions relate, while the benefits are taxable to the participant for the year in which they are ultimately received. Under a plan that is not tax-qualified, we are not eligible for a tax deduction until the year in which the benefits are paid to the participant.

Our retirement plans are intended to provide an appropriate level of replacement income upon retirement. All salaried employees participating in one of the qualified pension plans and earning more than $255,000 are eligible to participate in the non-tax qualified supplemental pension plan. The supplemental pension plan allows us to provide pension benefits comparable to those that would be available under the Smithfield Foods Salaried Pension Plan (one of the tax-qualified plans) if the federal income tax laws did not include limits on covered compensation and benefits. Therefore, the supplemental pension plan allows all participating salaried employees to receive a pension benefit that is approximately the same percentage of their earnings, except that the amount of compensation in any year that can be used in calculating benefits is capped at $5 million. The supplemental benefit plan uses the same benefit formulas as the Smithfield Foods Salaried Pension Plan and uses the same types of compensation to determine benefit amounts. We do not utilize a more favorable pension benefit formula for management than for other salaried employees. In accordance with the supplemental plan’s terms, as a result of the Merger, participants in the supplemental plan commenced receipt of their vested, accrued supplemental plan benefits as of the Merger closing date, and continue to accrue benefits under the supplemental plan with respect to their future service after the Merger. Their future benefits under the supplemental plan, if any, will be reduced by their Merger-related payouts so that there is no duplication of benefits. For more information about our pension plans, please refer to the Pension Benefits table and related discussion below.

Participation in the 401(k) savings plan is voluntary. Therefore the amount of compensation deferred and the amount of our match varies among employees, including the executives. However, the same formulas are used to determine benefits for all participants in this plan. Furthermore, the plan does not involve any above-market returns, as returns depend on actual investment results.

Perquisites and Other Benefits. We provide a limited number of perquisites, without tax gross-ups, to our executive officers. The Summary Compensation Table below contains an itemized disclosure of all perquisites to named executives, regardless of amount. We believe that these perquisites are reasonable and consistent with those paid to other executives in our industry. Providing these perquisites thus helps to keep our base compensation packages competitive.

We also provide certain benefits to substantially all salaried employees that are not included as perquisites in the Summary Compensation Table for the named executives because they are broadly available. These include health and welfare benefits, disability and life insurance, education and tuition reimbursement and an employee assistance program.

We have established a matching contribution program through the Smithfield-Luter Foundation, a charitable foundation affiliated and funded by us, pursuant to which the foundation will match the contributions by certain of our employees, including all of the executive officers, to qualified, tax-exempt non-profit organizations up to $2,500 annually per employee. In addition, at the time our CEO was appointed to the office of chief executive officer, the Committee authorized a match for additional charitable contributions made by him of up to $100,000 per year, subject to an aggregate limit of $500,000. The Company provided matches aggregating $100,000 in fiscal 2013T for charitable contributions made by our CEO, as disclosed in the note to column (i) to the Summary Compensation Table below. We believe these charitable contributions are an important corporate activity which helps promote a charitable spirit in our employees and furthers our connection with the communities in which we do business.

Change in Control Severance Plan. In fiscal 2011, the Board of Directors adopted the Smithfield Foods, Inc. Change in Control Executive Severance Plan (the “Severance Plan”). The Severance Plan provides the executives with certain cash payments and other benefits in the event their employment is terminated, or they resign for good reason, during a potential change in control or within two years following a change in control. The Board of Directors believed that the Severance Plan would help to retain qualified employees, and allow key management to focus on the Company’s business during periods of an actual or potential change in control by providing them with a level of economic security in the event of a termination of their employment. In connection with the execution and delivery of the Merger Agreement, on May 28, 2013, the Severance Plan was amended only as it would apply to the Merger and only as it would apply to our CEO and the five officers who report directly to our CEO (collectively, the “Senior Executives”), to remove certain conditions that would have otherwise allowed the executives to terminate their employment for “good reason” under the Severance Plan as a result of the Merger. The Merger constituted a change in control for purposes of the Severance Plan, meaning that if any of our participating executives (including our named executive officers) experiences a qualifying termination of employment under the Severance Plan (as amended) within the two year period following the Merger, they will be eligible for severance benefits under the plan. A more detailed description of the Severance Plan, the amendment thereto and the benefits payable thereunder is provided below.

Other Compensation Policies and Practices

Timing of Awards. Prior to the Merger, it was the Committee’s policy to grant stock options within a prescribed “window period” following our release of year-end financial results. This window period generally ran from the third until the 12 ^th business day following the release. Exceptions to this policy could be made in connection with a new hire or a change in an existing officer’s title or duties or when the regular window period is closed.

Prohibition on Repricing. Our 2008 Stock Incentive Plan (“2008 Plan”) expressly prohibited any action that would (i) lower the exercise price of a stock option, whether by amendment, cancellation or otherwise, after the award is made or (ii) otherwise be treated as a repricing under generally accepted accounting principles without the prior approval of our shareholders.

Clawback Policy. In fiscal 2011, the Board of Directors adopted a new policy addressing the potential recovery of incentive compensation in the event of a material restatement of the Company’s financial results. This policy applied to all of the Company’s executive officers, plus its principal accounting officer (“Senior Executives”). Under this policy, the Company may seek to recover

9

Table of Contents

incentive compensation previously awarded to a Senior Executive, to the extent that the incentive compensation was based on performance during fiscal periods materially affected by a material restatement of the Company’s financial results. The Board must first determine that the Senior Executive engaged in fraud or willful misconduct that caused or otherwise contributed to the need for the restatement. This policy does not limit the legal remedies the Company may seek against any employee for fraudulent or illegal conduct. The policy was not adopted in response to any particular concerns nor has the Company ever had to restate its financial results.

Management Stock Ownership Guidelines. The Committee believed it was important for senior management to build and maintain a long-term ownership position in the Company, to further align their financial interests with those of our stockholders and thereby encourage the creation of long-term value. Therefore, in fiscal 2010, the Committee established stock ownership guidelines for all members of management at the level of vice president and above. Covered officers were required to meet these ownership guidelines by the later of January 1, 2015 or five years after the commencement of employment for a newly-hired officer. Under the guidelines, the target value of shares to be held was established as a multiple of annual base salary, which varies by officer level, as set forth below:

As a result of the Merger, Company executives are no longer required to hold shares of our common stock.

Management Stock Purchase Program. To assist management in meeting the stock ownership guidelines, the Committee recommended, and the Board of Directors approved, a management stock purchase program under the 2008 Plan pursuant to which, prior to the Merger, officers could voluntarily elect to defer up to 25% of the payouts under their annual cash incentive awards and receive restricted stock units in exchange and the Company would provide a 100% match of the officer’s deferral. Restricted stock units awarded as a match of the deferrals were subject to three-year cliff vesting and would be forfeited if the officer voluntarily terminates employment before vesting. The treatment of the deferral and matching restricted stock units in the Merger is discussed below. This program was discontinued as a result of the Merger.

Role of Compensation Consultants . Prior to the Merger the Committee directly engaged and regularly consulted with independent consultants for advice on executive compensation matters. The Committee’s primary consultant was Pay Governance, Inc. The Committee also utilized Towers Watson & Co. from time to time. The consultants provided advice regarding the Company’s executive compensation strategy and programs, including the compensation of the CEO and other executive officers; general compensation program design; the impact of regulatory, tax and legislative changes on our compensation program; the compensation practices of competitors and executive compensation trends. From time to time the consultants were also engaged to perform specific market comparisons of the Company’s executive compensation program, or aspects thereof, to those of comparable companies. Consistent with their roles as independent consultants to the Committee, the consultants provided no other services to the Company. The consultants could work directly with management on behalf of the Committee, but such work was always performed under the control and supervision of the Committee. The Committee regularly met with the consultants in executive session without management.

Impact of the Merger

In anticipation of the Merger, the Company made certain adjustments to its executive compensation program for fiscal 2013T. These adjustments include (i) the making of no new stock option awards, (ii) a general reduction in the size of PSU awards, (iii) the modification of the change in control provisions of the fiscal 2013T PSU awards so that vesting of the new awards would occur at the target, rather than the maximum, amount of shares upon the closing of the Merger, and (iv) an amendment to the Severance Plan only as it would apply to the Merger and only as it would apply to our CEO and the Senior Executives, as more fully described below. In addition, in connection with the negotiation of the Merger Agreement, WH Group had requested that a retention program be established in connection with the Merger to aid in the retention of certain of the Company’s officers and other key employees. In response to this request, on May 28, 2013, the Company’s board of directors and the Compensation Committee approved a retention bonus program (the “Retention Bonus Program”) for certain of the Company’s officers, including the named executives, and other key employees. The Retention Bonus Program is more fully described below.

Upon completion of the Merger, all then-outstanding stock-based compensation awards, whether vested or unvested, were converted into the right to receive the merger consideration of $34.00 per share, less the exercise price of such awards, if any. The restricted stock units awarded as a match of the executive’s deferral of a portion of his annual cash incentive award, while converted to cash awards of $34.00 per share, remain subject to the three-year vesting condition of the original awards. The treatment of the Company’s then-outstanding stock based compensation awards in the Merger is more fully described below.

Post-Merger Compensation Practices and Decisions

As a result of the Merger, the Company became a privately-held company and a wholly-owned subsidiary of WH Group. As the new Board of Directors has not designated a compensation committee, the full Board of Directors is responsible post-Merger for all functions typically performed by a compensation committee.

Under the terms of the Merger Agreement, for a period of one year following the Merger, the Company’s employees, including the executive officers, who remain actively employed are to receive annual salary or wages, as applicable, cash bonus opportunities, equity-based awards (or the cash equivalent thereof), and severance, welfare and retirement benefits that are no less favorable than, or in certain cases substantially comparable, to those provided prior to the Merger.

On January 21, 2014, the Board of Directors of WH Group adopted the Pre-IPO Share Option Scheme pursuant to which a one-time award of options to acquire shares of WH Group was granted to key persons including each of the named executives. These options are conditioned on the successful completion of an initial public offering by WH Group on The Stock Exchange of Hong Kong Limited.

In fiscal 2014, all of the executive officers will participate in the performance based annual cash incentive program under the 2008 Plan.

10

Table of Contents

Stock Awards (Column (e)) and Option Awards (Column (f))

Represents the aggregate grant date fair value of the awards made with respect to each fiscal year as computed in accordance with FASB ASC Topic 718. These amounts do not represent the actual values that may be recognized by each Named Executive Officer nor the amounts that may have been received by the Named Executive Officer upon the conversion of such awards to cash as a result of the Merger. The assumptions used in determining the grant date fair values of the stock and option awards are set forth in “Note 11: Equity” to our Consolidated Financial Statements, included in the Original Filing. For each Named Executive Officer, the amounts in column (e) for fiscal 2013T represent the grant date fair value for performance share units granted on June 11, 2013. Assuming the highest performance conditions for these performance share unit grants had been achieved, the maximum grant date fair value for these awards for Messrs. Pope, Manly, Sullivan, Richter, Sebring and Thamodaran would have

11

Table of Contents

been $8,504,600, $4,252,300, $1,962,600, $1,022,188, $490,650 and $654,200, respectively. The June 2013 performance share unit awards vested at their target levels upon the closing of the Merger. See “Discussion for Summary Compensation Table and Grants of Plan-Based Awards: Equity Incentive Awards” below for further information on the fiscal 2013T awards.

Non-Equity Incentive Plan Compensation (Column (g))

Represents cash incentive payouts pursuant to awards made under the performance award component of the 2008 Plan, excluding the portion, if any, the executive elected to defer pursuant to the management stock purchase program under the 2008 Plan. Under the program, prior to fiscal 2013T, executives could elect to defer up to 25% of their annual cash incentive award into restricted stock units. These RSUs entitled the executive to receive an equal number of shares of common stock at the date elected by the executive (generally either the executive’s separation from service or a date not less than three years following issuance of the RSUs).

Change in Pension Value and Nonqualified Deferred Compensation Earnings (Column (h))

Represents the aggregate increase in the actuarial present value of the Named Executive Officer’s accumulated benefits under our tax-qualified pension plans and non-tax-qualified supplemental pension plan accrued during fiscal 2013T, fiscal 2013 and fiscal 2012. The change in the present value of the accrued pension benefits is impacted by variables such as additional years of service, age, changes in plan provisions, changes in compensation, the discount rate used in the present value calculation and distributions during the fiscal year. On September 26, 2013 (the Merger closing date), the actuarial present value of each named executive’s vested, accrued benefit under the non-qualified supplemental pension plan as of such date became payable in five annual installments, as previously elected by the named executives. The present value was calculated using the IRS-mandated lump-sum interest rates in effect as of the closing date, which (for all named executives other than Mr. Sullivan) were lower than the FAS discount rate used to calculate the present value of each named executive’s accrued benefit as of the previous fiscal year end. As a result, each named executive (other than Mr. Sullivan) experienced an increase in the present value of their accrued benefit when their benefit payouts were calculated as of the Merger closing date, and Mr. Sullivan experienced a decrease. Changes in the present value of the pension benefits are not the result of any changes in how our executives’ retirement benefits are determined under the terms of the pension plans. The table below shows the impact of those variables on the present value of the Named Executive Officers’ pension benefits:

12

Table of Contents

The methodology used in calculating the present value of the pension benefits, including the underlying assumptions, is described or referenced under “Pension Benefits: Discussion of Retirement Plans” below. Negative values are reported as $0 in the Summary Compensation Table. There were no above-market earnings on any nonqualified deferred compensation plan benefits during 2013T.

All Other Compensation (Column (i))

For 2013T, includes partial distributions of benefits under the Company’s pension plans as follows: Mr. Pope — $4,148,434; Mr. Manly — $3,329,756; Mr. Sullivan — $148,898; Mr. Richter — $1,514,785; Mr. Sebring — $1,898,489; and Mr. Thamodaran — $1,328,855.

Also includes our incremental cost, as shown in the following table, of perquisites provided to the Named Executive Officers during fiscal 2013T, consisting of: the personal use of Company aircraft, spousal travel expenses, personal use of a car leased by us, including all operating and maintenance costs, excess life and other insurance benefits, charitable contribution match, and country club and social club memberships.

The value of perquisites is based on the estimated incremental cost to us, as follows:

Also includes for fiscal 2013T Company matches under our 401(k) plan as follows: Mr. Manly — $485; Mr. Sullivan — $1,319; Mr. Sebring — $577 and Mr. Thamodaran — $1,408.

13

Table of Contents

Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (Columns (d), (e) and (f))

The target amount represents actual cash incentives for fiscal 2013T paid pursuant to awards made under the performance grant component of the 2008 Plan. The payout amounts shown above are also included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. See “Discussion for Summary Compensation Table and Grants of Plan-Based Awards: Performance-Based Annual Cash Incentives” below for a more detailed discussion of the performance criteria.

14

Table of Contents

Estimated Future Payouts Under Equity Incentive Plan Awards (Columns (g), (h), (i) and (l)) (PSUs)

All PSUs for fiscal 2013T were granted pursuant to the 2008 Plan. Each performance share unit represented a contingent right to receive one share of common stock subject to performance-based vesting conditions. The performance share units would also vest upon the occurrence of certain “qualifying change of control” events (as defined in the 2008 Plan), which includes the Merger. As a result, all performance share units awarded in fiscal 2013T vested at the target amounts upon the closing of the Merger. See “Discussion for Summary Compensation Table and Grants of Plan-Based Awards: Equity Incentive Awards” below for a detailed discussion of the performance criteria.

The grant date fair value of these awards reflects the full accounting expense, as of the grant date, that would be recognized by us over the course of multiple years (assuming the performance conditions are met) and does not necessarily represent the value that was realized by the Named Executive Officer upon vesting. These grant date values are also included in column (e) of the Summary Compensation Table above.

All Other Option Awards (Columns (j), (k) and (l))

No stock options were granted for fiscal 2013T to the Named Executive Officers.

Discussion for Summary Compensation Table and Grants of Plan-Based Awards

Performance-Based Annual Cash Incentives

For certain of our executive officers, including Messrs. Pope, Manly, Richter and Sebring, annual cash incentives may be earned under awards made pursuant to the performance award component of the 2008 Plan. The annual awards utilize formulas set by the Compensation Committee at the beginning of the fiscal year, generally based on pre-tax profits of the Company or a particular segment or business unit, depending upon the scope of the executive’s duties. Pre-tax profits are generally defined as net income before deduction for income taxes. Company pre-tax profits exclude costs related to the Merger, officers’ bonuses and the income tax expense (benefit) of equity method investments. Pork Group pre-tax profits exclude certain Pork Group costs related to the Merger. Because these awards are based on objective performance criteria measured over a specified period, any incentives earned pursuant to the awards and paid in cash appear in the “non-equity incentive plan” columns of the Grants of Plan-Based Awards Table (column (e)) and the Summary Compensation Table (column (g)). Any portion of the incentive that an executive has elected to defer under the management stock purchase program is paid in RSUs which are reflected in the “equity incentive plan awards” column of the Grants of Plan-Based Awards Table (column (h)) and the “Stock Awards” column of the Summary Compensation Table (column (e)). No such deferrals were permitted with respect to fiscal 2013T awards because of the Merger. For fiscal 2013T, the formulas used to calculate the annual performance-based cash incentive awards to the participating Named Executive Officers were as follows:

15

Table of Contents

For purposes of these awards, pre-tax profits for the Company and the Pork Group for fiscal 2013T were as follows:

Individual Performance Bonuses and Additional Cash Awards

Certain of our executive officers, including Messrs. Sullivan and Thamodaran, have traditionally been considered for annual discretionary cash bonuses based on individual performance instead of annual cash incentive awards made under the 2008 Plan. We also have sometimes paid additional cash awards to executive officers in amounts determined appropriate to reward elements of performance that were not reflected in the annual cash incentive awards or the individual performance bonuses.

The annual individual performance bonus for Mr. Thamodaran in fiscal 2013T was $1,116,667, which was approximately two-thirds the size of his fiscal 2013 bonus, reflecting the fact that fiscal 2013T contained only eight months. The annual individual performance bonus and cash award received by Mr. Sullivan in 2013T was $833,333, which reflected an increase over fiscal 2013 due partly to his efforts in connection with the Merger and partly to his promotion during fiscal 2013T to chief financial officer. In recognition of their efforts in connection with the consummation of the Merger, Messrs. Pope and Manly received cash awards of $277,194 and $138,597 in fiscal 2013T. Mr. Sebring received a cash award of $125,000 in fiscal 2013T in recognition of his efforts in successfully negotiating a licensing and supply agreement between one of the Company’s subsidiaries, John Morrell & Co., and Nathan’s Famous, Inc.

Equity Incentive Awards

No Named Executive Officer received a grant of options in fiscal 2013T.

All of the Named Executive Officers received an award of performance share units in fiscal 2013T under the 2008 Plan. Each performance share unit represented a contingent right to receive one share of common stock subject to performance-based vesting conditions. The performance share units would also vest upon the occurrence of certain “qualifying change of control” events, as defined in the 2008 Plan. As a result, all performance share units awarded in fiscal 2013T vested at the target amounts upon the closing of the Merger.

The PSUs granted to Messrs. Pope, Manly, Sullivan and Thamodaran had a payout based on the Company’s stock price performance within a specific peer group. Above the 90 ^th percentile, the award would pay out at 200% of target. At the 25 ^th percentile, the award would pay out at 50% of target. Below the 25 ^th percentile, the award would pay nothing. Pay out of the awards would be interpolated for performance between the 25 ^th and 90 ^th percentile.

Under the PSUs granted to Messrs. Richter and Sebring, the actual number of shares earned was to be determined on the basis of the unit volume growth of the Pork Group’s packaged meats business in fiscal 2013T as compared to fiscal 2013. If the volume growth was less than 3%, no PSUs would be earned. If volume growth was at least 3% but less than 4%, the number of PSUs earned by Messrs. Richter and Sebring would be 18,750 and 9,000, respectively. If the volume growth was at least 4% but less than 5%, the number of PSUs earned by Messrs. Richter and Sebring would be 25,000 and 12,000, respectively. If volume growth was 5% or greater, the number of PSUs earned by Messrs. Richter and Sebring would be 31,250 and 15,000, respectively. In addition to the volume-based performance condition, none of these PSUs could be earned unless the Company earned at least $150 million of pre-tax profits in fiscal 2013T. If the performance targets were met, the PSUs would vest on the first anniversary of the grant date.

Components of Total Compensation

In fiscal 2013T, cash compensation (salary plus bonus plus non-equity incentive compensation) for the Named Executive Officers averaged approximately 33% of their total compensation (excluding retirement plan distributions). The principal components of non-cash compensation in fiscal 2013T were the aggregate grant date fair value of the equity incentive awards as computed in accordance with FASB ASC Topic 718 and, for some of the Named Executive Officers, increases in the actuarial present value of their benefits under our pension plans. Consistent with our policy that a substantial portion of a Named Executive Officer’s potential cash compensation be based on performance, performance-based cash incentive awards earned by executive officers in recent years have ranged from 0% to 90% of total cash compensation (excluding retirement plan distributions) depending on the performance of the Company or the relevant segment or business unit and the individual executive. As a percentage of total cash compensation (excluding retirement plan distributions), performance-based cash incentive awards for all Named Executive Officers averaged approximately 52% in fiscal 2013T.

16

Table of Contents

Outstanding Equity Awards at Fiscal Year-End

There were no equity awards outstanding at the end of fiscal 2013T. Pursuant to the Merger Agreement, the equity awards outstanding at the time of the Merger were treated as follows:

Option Exercises and Stock Vested

The following table includes information concerning option awards that were exercised by, and stock awards that vested for, our Named Executive Officers for fiscal 2013T. As previously discussed (see “Outstanding Equity Awards at Fiscal Year End” above), all outstanding stock options and unvested PSUs were cancelled at the time of the Merger and converted into the right to receive cash payments based on the merger consideration of $34.00 per share, less the exercise price of the award in the case of stock options.

17

Table of Contents

All such awards are included in the table below with the cash payments received in the Merger from the cancellation and conversion of the awards shown as the values received on exercise or vesting, as the case may be, at the time of the Merger. This table does not include unvested RSUs, which were converted to cash but which did not become vested as a result of the Merger.

18

Table of Contents

Discussion of Retirement Plans

We sponsor tax-qualified pension plans covering substantially all of the Company’s salaried employees. All of the Named Executive Officers participate in one of our tax-qualified salaried pension plans (the “Salaried Pension Plans”) and the non-tax-qualified Supplemental Pension Plan (the “Supplemental Plan”).

The tax-qualified plans provide for retirement benefits that generally are a function of a participant’s average compensation during the five consecutive calendar years during the last ten years of employment in which his or her compensation was the highest (“Final Average Earnings”) and aggregate years of service. The Supplemental Plan provides a retirement benefit which is the benefit calculated under the Smithfield Foods Salaried Pension Plan, but without application of compensation and benefit limits under federal tax laws, reduced by the benefit payable from the relevant tax-qualified plan. The Supplemental Plan is maintained so that we can provide a retirement benefit for all salaried employees that is approximately the same percentage of their earnings from the Company.

The retirement benefit under the Smithfield Foods Salaried Pension Plan is a lifetime benefit payable at age 65 equal to the sum of (i) 0.8% of Final Average Earnings and (ii) 0.9% of Final Average Earnings in excess of Social Security Covered Compensation, with that sum multiplied by the years of service with the Company. Social Security Covered Compensation is determined annually by the Internal Revenue Service and represents an average of the amount of wages subject to Social Security taxes over a period of years. Compensation for purposes of Final Average Earnings is the total compensation shown on the participant’s W-2 reduced by any income from the exercise of stock options. Total compensation includes salary, bonus, non-equity incentive plan payments, stock awards when vested, and taxable perquisites from the Company. For Named Executive Officers, such compensation includes salary, bonus and non-equity incentive plan compensation, each as shown in the Summary Compensation Table. For the tax-qualified plans, compensation for purposes of calculating accruals is limited to $255,000 for calendar year 2013 as set by the Internal Revenue Service. The Supplemental Plan limits yearly earnings for purposes of calculating accruals to $5,000,000.

If a participant does not commence receiving benefits by age 65, the participant is entitled to a late retirement benefit which is the greater of the benefit calculated at the participant’s normal retirement date actuarially increased to the actual retirement date or the benefit calculated at actual retirement date. A participant is eligible for early retirement after age 55 with five years of vesting service (age 60 for the Supplemental Plan). The early retirement benefit payable is the accrued benefit payable at age 65 reduced by 0.5% for each month that the early retirement date precedes the normal retirement date.

The normal form of benefit for the Salaried Pension Plans and the Supplemental Plan is a single life annuity with monthly payments paid over the life of the participant. Married participants receive joint and 50% survivor annuity with actuarially reduced monthly payments paid until the death of the participant and his or her spouse. The other optional forms of retirement benefit in the Salaried Pension Plans include joint and 66.67%, 75% or 100% annuities, and a ten-year certain and continuous annuity with payments guaranteed for ten years even if the participant dies. The Supplemental Plan also includes a five-year installment payment option in which the lump sum value of the single life annuity is calculated based on factors specified in the Supplemental Plan and mandated by the Internal Revenue Service and then paid in five annual principal installments with interest credited on the unpaid installments at the same interest rate that is used to calculate the lump sum value (currently segmented rates of 0.97% for the first 5 years, 3.50% for the next 15 years and 4.60% for 20 or more years).

As a result of the Merger, each Named Executive Officer’s vested, accrued benefit under the Supplemental Plan as of the Merger closing date became payable in five annual installments, as previously elected by such executive. Each Named Executive Officer continues to accrue benefits under the Supplemental Plan for service after the Merger date, which will be distributable on the executive’s future benefit commencement date under the plan.

19

Table of Contents

The present value of each Named Executive Officer’s accumulated benefits under the plans, as shown in the prior table, has been calculated in accordance with the benefit formulas described above and using the same assumptions as are used by us for financial reporting purposes under generally accepted accounting principles (except that retirement age is assumed to be the normal retirement age of 65). Those assumptions are incorporated herein by reference to “Note 10: Pension and Other Retirement Benefit Plans” to our Consolidated Financial Statements included in the Original Filing.

Discussion of Nonqualified Deferred Compensation

Prior to fiscal 2013T, under the management stock purchase program (ESPP), executives could voluntarily elect to defer up to 25% of the payouts under their annual cash incentive awards and receive fully vested RSUs in exchange. These deferral RSUs were generally payable on a date, which could not be less than three years from the date of deferral, specified by the executive and were payable in shares of common stock, subject to earlier payment upon certain intervening events (such as a change of control). Deferral RSUs were matched under the ESPP with an equivalent number of unvested RSUs subject to a three-year vesting schedule. In connection with the Merger, both the deferral RSUs and the match RSUs were cancelled and converted into the right to receive cash payments equal to $34.00 per share. Most of the named executives received a distribution of the cash amounts attributable to their deferral RSUs on the Merger closing date, in accordance with their prior elections; Messrs. Richter and Sebring, however, received only a portion of the cash amounts attributable to their deferral RSUs. The cash amounts attributable to the match RSUs were not distributed upon the Merger and remain subject to the same three-year vesting condition to which the match RSUs were originally subject. The “aggregate balance at FYE” column in the table above shows, for each named executive, the aggregate cash balance at December 29, 2013 attributable to the executive’s converted match RSUs, plus (for Messrs. Richter and Sebring) the remaining undistributed cash balance attributable to their converted deferral RSUs as of the same date.

20

Table of Contents

Potential Payments Upon Change in Control

Change in Control Executive Severance Plan

In fiscal 2011, the Board of Directors adopted the Severance Plan. All current executive officers and certain additional key members of management participate in the Severance Plan. Under the terms of the Severance Plan, in the event that a participant’s employment is terminated by the Company other than for “cause”, death or disability or the participant resigns for “good reason”, in either case during the period of a “potential change in control” or within two years following a “change in control”, the participant will be entitled to receive: