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SANDERSON FARMS, INC. (Exact Name of Registrant As Specified in Its Charter)

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SANDERSON FARMS, INC. (Exact Name of Registrant As Specified in Its Charter) Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2009 SANDERSON FARMS, INC. (Exact name of registrant as specified in its charter) Mississippi 1-14977 64-0615843 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 127 Flynt Road Laurel, Mississippi 39443 (Address of principal executive offices) (Zip Code) (601) 649-4030 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report) Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) TABLE OF CONTENTS Item 8.01 Other Events. Item 9.01 Financial Statements and Exhibits. SIGNATURES EXHIBIT INDEX EX-99.1 EX-99.2 Table of Contents Section 8 — Other Events Item 8.01 Other Events. On October 29, 2009, the Registrant held an investor conference for stockholders, financial analysts and others. A transcript of the conference is filed herewith as Exhibit 99.1, and the written materials are filed herewith as Exhibit 99.2. The conference presentation makes reference to the Registrant’s EBITDA for certain periods. EBITDA, or “earnings before interest, taxes, depreciation and amortization,” is calculated by adding back to net income interest expense, taxes, depreciation and amortization. While not recognized by generally accepted accounting principles, or “GAAP,” EBITDA is generally recognized as a good measure of cash flow generated by operations. A reconciliation of EBITDA amounts presented at the conference to the Registrant’s net income, as determined according to GAAP, is as follows: Non GAAP Financial Statement Reconcilation ($ in millions) Description 2000 2001 2002 2003 2004 2005 2006 2007 2008 LTM Net Income(loss) (5) 28 29 54 91 71 (12) 79 (43) 11 Add: Interest Income (Expense) 8 6 3 2 1 (1) 2 5 8 10 Income Taxes Expense (Benefit) (3) 17 18 34 58 44 (14) 42 (31) 1 EBIT — 51 50 90 150 114 (24) 126 (66) 22 Depreciaton and Amortization 26 26 25 25 26 24 31 33 42 43 EBITDA 26 77 75 115 176 138 7 159 (24) 65 Adjustments: Inventory Adjustment 48 48 Hurricane Cost 1 1 Legal Settlement(Donning & Doffing) 3 — Adjusted EBITDA 26 77 75 115 176 138 7 159 28 114 Non GAAP Financial Statement Reconciliation Last Twelve Months ($ in millions) Qtr 4TH 1ST 2ND 3RD Year 2008 2009 2009 2009 LTM Description Net Income (Loss) (51.8) (6.7) 26.2 43.0 10.7 Add: Interest Income (Expense) 2.4 3.2 2.5 2.0 10.1 Income Taxes Expenses (Benefit) (34.9) (3.4) 14.4 24.4 0.5 EBIT (84.3) (6.9) 43.1 69.5 21.4 Depreciation and Amortization 10.8 10.9 10.8 10.9 43.4 EBITDA (73.5) 4.0 53.9 80.4 64.8 Adjustments: Inventory Adjustment 48.0 48.0 Hurricane Cost 1.00 1.0 Adjusted EBITDA (24.5) 4.0 53.9 80.4 113.8 Section 9 — Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits. (c) The following exhibits are filed with this Current Report: Table of Contents Exhibit No. Description 99.1 Transcript of Investor Conference held October 29, 2009. 99.2 Presentation for Investor Conference held October 29, 2009. Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SANDERSON FARMS, INC. (Registrant) Date: November 5, 2009 By: /s/ D. Michael Cockrell D. Michael Cockrell Treasurer and Chief Financial Officer Table of Contents EXHIBIT INDEX Exhibit No. Description 99.1 Transcript of Investor Conference held October 29, 2009. 99.2 Presentation for Investor Conference held October 29, 2009. Exhibit 99.1 Final Transcript Conference Call Transcript SAFM — Sanderson Farms Investor Day Event Date/Time: Oct 29, 2009 / 01:00PM GMT THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us © 2009 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. ‘Thomson Reuters’ and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies. 1 Final Transcript Oct 29, 2009 / 01:00PM GMT, SAFM — Sanderson Farms Investor Day C O R P O R A T E P A R T I C I P A N T S Joe Sanderson Sanderson Farms Inc. — Chairman and Chief Executive Officer Tim Brusnahan Richard A. Brock & Associates — Vice President Blair Snyder Agri Stats — President Lampkin Butts Sanderson Farms — President and COO Mike Cockrell Sanderson Farms — Treasurer and CFO C O N F E R E N C E C A L L P A R T I C I P A N T S Christine McCracken FTN Financial — Analyst P R E S E N T A T I O N Joe Sanderson - Sanderson Farms Inc. — Chairman and Chief Executive Officer Good morning. Can you hear me now? Well, you look well fed. Welcome, everyone, to Sanderson Farms’ first Investor Conference. We are delighted to have all of you here. You flatter us with your presence. We appreciate very much your accepting our invitation to join us and we look forward to this day and this morning, and we hope to have some information for you and make your time worthwhile here. Our schedule this morning is to have two speakers and then take a ten minute break, and then the Company will make its presentation. Our first speaker this morning will be Tim Brusnahan. Tim is Vice President of consulting and a Principal of Richard A. Brock & Associates, a commodity trading advisor and commodity pool operator that provides commodity price forecasting, research analysis, hedging and procurement strategies for farm producers and dairy producers as well as for end users of hedgeable and non-hedgeable commodities. Richard Brock & Associates serves as an advisor to many of the nation’s largest farm operations, agribusiness firms, financial institutions and Fortune 500 companies. Sanderson Farms has had an affiliation with Brock & Associates for ten years. In addition to providing a supervisory role to other consultants of the firm, Mr. Brusnahan personally works with over 75 farm producers that range from 500 acres to 30,000 acres in over 20 states and dairy producers that milk in excess of 25,000 cows, advising them of their marketing to maximize their operation’s revenue potential. In addition, Mr. Brusnahan has had a key role in developing hedging programs and implementation of procurement strategies for large, agribusiness firms. Prior to his employment with Brock & Associates, Tim was registered as an Associated Person with Gerstenberg & Company, a commodity retail firm in Chicago. Tim was raised on a grain and livestock farm in Northern Indiana and currently lives in Sherwood, Wisconsin. His wife, Lynn, is a Ph.D. and assistant professor at the University of St. Thomas in St. Paul, Minnesota. They have two sons and a daughter. Tim enjoys traveling, skiing, camping and mountain bike riding. Tim is a confidant of Sanderson Farms and I speak with him as well as Mike and Lampkin and Steve Weathersby weekly, sometimes every day, sometimes once or twice a week. We appreciate his wise counsel. He is thorough and we are grateful that he has taken time out of his schedule to join us here today. THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us © 2009 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. ‘Thomson Reuters’ and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies. 2 Final Transcript Oct 29, 2009 / 01:00PM GMT, SAFM — Sanderson Farms Investor Day I would like for this time while Tim is here to be informal. And as he makes his presentation, if you would like to ask questions, if you would raise your hand, Tim will respond to that. We want it to be like he is making a presentation as he does a couple times here to Sanderson Farms. So, Tim, welcome. Tim Brusnahan - Richard A. Brock & Associates — Vice President Thank you, Joe. I have had a great relationship with Sanderson Farms and relative to Joe’s introduction, sometime that mountain bike part over the last couple years comes in handy as far as my weekend therapy since the markets have been more than challenging for not just companies like Sanderson Farms, but anybody that’s out there trying to buy or sell any type of commodity over the last couple years. So, I’m due for a new mountain bike. I’ve put about 4,000 miles on the one that I have, so maybe now that things have calmed down I can get a different bike. We’re going to move right into my presentation.
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