Summary of SANDERSON FARMS INC

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

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.

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