8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): February 16, 2009

SMITHFIELD FOODS, INC.

Virginia	1-15321	52-0845861
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 Commerce Street Smithfield, Virginia	23430
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (757) 365-3000

Check the appropriate box below 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))

Item 2.05 Costs Associated with Exit or Disposal Activities.

On February 17, 2009, Smithfield Foods, Inc. (“Smithfield” or the “Company”) issued press releases announcing a plan to consolidate and streamline the corporate structure and manufacturing operations of its pork group.  This restructuring is intended to make the Company more competitive by improving operating efficiencies and increasing plant utilization.  The plan includes the following primary initiatives:

§   the closing of six plants and transfer of production to more efficient facilities;

§   a reduction in the number of operating companies in the pork group from seven to three;

§   the merger of the fresh pork sales forces of the John Morrell and Farmland Foods business units; and

§   the consolidation of the international sales organizations that are responsible for exports of several operating companies into one group.

The Company expects to achieve a net reduction of approximately 1,800 jobs in the pork group as a result of the restructuring.

The Company anticipates recording pre-tax charges of approximately $115 million over the course of the initiatives, which the Company expects to substantially complete by the end of the third quarter of fiscal 2010.  These charges are comprised of an estimated $73 million of non-cash asset impairments related to the plant closings; $18 million of severance, relocation and related benefits; and $24 million of other cash costs related to plant consolidation and asset disposal.  The Company anticipates recording approximately $85 million of the charges in the third quarter of fiscal 2009, while substantially all of the remaining charges will be recognized over the remainder of fiscal 2009 and the first half of fiscal 2010.  In addition, the Company expects to incur $53 million in capital expenditures related to the plant consolidations over the remainder of fiscal 2009 and the first half of fiscal 2010.

Management committed to this restructuring plan on February 16, 2009.  The decision to recognize the asset impairment charge in the third quarter of fiscal 2009 was made in connection with the preparation of the financial statements for such fiscal quarter.

Additional information regarding this restructuring is included in the February 17, 2009 press releases attached hereto as Exhibits 99.1 and 99.2.  The information contained in Exhibit 99.2 under the caption “Plant Closings” is incorporated herein by reference.

Item 2.06 Material Impairments.

The information set forth in Item 2.05 is incorporated by reference into this Item 2.06.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1           Press release, dated February 17, 2009, announcing the Registrant’s restructuring of its pork group.

99.2           Press release, dated February 17, 2009, announcing additional details regarding the Registrant’s restructuring of its pork group.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this report are forward-looking as defined by the Private Securities Litigation Reform Act of 1995. These include statements as to the timing of the restructuring initiatives and the estimated amount of related charges and expenses.  Such forward-looking statements are based on facts and conditions as they exist at the time such statements are made as well as predictions as to future facts and conditions the accurate prediction of which may be difficult and involve the assessment of events beyond the control of the Company. Actual future results may differ materially from those described in the forward-looking statements depending on a variety of factors including, but not limited to, the risks and uncertainties detailed in the Company’s reports filed with or furnished to the Securities and Exchange Commission from time to time, including the “Risk Factors” sections of the Company’s Annual Report on Form 10-K for fiscal 2008 and the subsequent Quarterly Reports on Form 10-Q. There can be no assurance that other factors not currently anticipated by the Company will not materially and adversely affect future events. Viewers of this report are cautioned to consider these risks and uncertainties and not to place undue reliance on the forward-looking statements.  The Company does not undertake any obligation to update any forward-looking statement, whether written or oral, relating to matters discussed in this report.

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.

	SMITHFIELD FOODS, INC.
Date: February 17, 2009	/s/ Michael H. Cole
	Michael H. Cole
	Vice President, Chief Legal Officer and Secretary

EXHIBIT INDEX

Exhibit 99.1 Press release, dated February 17, 2009, announcing the Registrant’s restructuring of its pork group.

Exhibit 99.2 Press release, dated February 17, 2009, announcing additional details regarding the Registrant’s restructuring of its pork group.

EX-99.1

FOR IMMEDIATE RELEASE

Contact:

Jerry Hostetter

Keira Ullrich

Smithfield Foods, Inc.

(212) 758-2100

jerryhostetter@smithfieldfoods.com

keiraullrich@smithfieldfoods.com

Smithfield Foods Announces Pork Group Restructuring Plan

·   Restructuring plan for pork group estimated to result in $125 million in annual cost savings by fiscal 2011.

·   Initiative to reduce number of independent operating companies to three from seven.

·   Company to merge fresh pork sales into two cost-effective sales groups.

·   Six plant closures and various other restructuring initiatives to create significant synergies, particularly in high-margin packaged meats businesses.

Smithfield, Virginia (February 17, 2009)—Smithfield Foods, Inc. (NYSE: SFD) announced today a plan to consolidate and streamline the corporate structure and manufacturing operations of its pork group to improve operating efficiencies and increase utilization. The company expects the restructuring plan will result in annual cost savings after applicable restructuring expenses of approximately $55 million in fiscal 2010 and $125 million by fiscal 2011.

Smithfield Foods said that the pork group’s new business model will enhance the strength of its independent operating company approach, while rationalizing manufacturing operations and taking advantage of synergies in key overhead areas such as sales, marketing, purchasing and information technology.

“This plan will create true synergies between our independent operating companies and produce more opportunities to improve the bottom line in the future,” said C. Larry Pope, president and chief executive officer. “Combined with the several plant closures we have made over the last three years, this restructuring should improve operating rates dramatically, allowing us to shed low-margin business,” he said.

In connection with the plan, the company anticipates recording a pre-tax charge, principally related to non-cash asset write-downs, of approximately $85 million in its third fiscal quarter ended February 1. In addition, Smithfield Foods expects to record one-time pre-tax charges of approximately $30 million as the plan is implemented over the next three quarters. The company estimates that $53 million in capital expenditures will be required relative to plant consolidations in the remainder of fiscal 2009 and in fiscal 2010. Total capital expenditures are expected to remain below depreciation in this fiscal year and next.

The plan includes the following actions at various operating units:

·   Smithfield Foods will reduce the number of independent operating companies in the pork group to three from seven. Four existing independent operating companies will be combined under the various business units of The Smithfield Packing Company, Inc., John Morrell & Co. and Farmland Foods, Inc.

·   John Morrell and Farmland Foods will merge their respective fresh pork sales forces. This consolidation will enable the company to serve customers with two highly competitive sales groups, Smithfield Packing Company in the East and Farmland Foods in the Midwest and West.

·   Patrick Cudahy, Inc., a producer of bacon, dry sausages, hams and other specialty packaged meats, will become part of the John Morrell Group.

·   Carando Foods, a unit of Farmland Foods producing Italian deli and specialty meats, also will be combined with the John Morrell Group. The addition of Carando and Patrick Cudahy to the John Morrell Group, which includes Armour-Eckrich Meats, LLC and Curly's Foods, Inc., will leverage the efficiencies of the packaged meats companies’ manufacturing and marketing platforms.

·   Farmland Foods will strengthen its foodservice business with the assimilation of North Side Foods Corp., a large supplier to the quick service restaurant industry.

·   Cumberland Gap Provision Co., a unit of the John Morrell Group and producer of hams, sausages and other specialty packaged meats, will integrate with Smithfield Packing Company.

·   The international sales organizations that are responsible for exports of several independent operating companies will be consolidated into one group to form Smithfield Foods International Group, providing one face to overseas markets and reducing selling, general and administrative expense. This consolidation already is underway and has yielded positive results.

·   Smithfield Foods will close six plants and transfer production to more efficient facilities, increasing their utilization rates. These plants are expected to be closed by December 2009.

“We are very excited about this restructuring plan. The plan will better align the company by enhancing operating efficiencies and increasing utilization rates to reduce our overall manufacturing and overhead structures, which will make Smithfield Foods a more competitive company,” said Mr. Pope. “Previously, the company’s overall focus has been on growth based on opportunistic acquisitions of high-quality companies at distressed prices. Now we want to fully assimilate and integrate these enterprises, driving operating efficiencies and growing our high-margin packaged meats business,” Mr. Pope continued. “The restructuring marks a historic step forward for the company, as we turn our attention to the future. We expect to be a stronger, more profitable company.”

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Mr. Pope said that, beginning in the first quarter of fiscal 2010, investors will be able to track packaged meats performance, as the company will begin reporting separate metrics for that component of the business.

“After a careful and thorough analysis of our pork businesses, we have concluded that the consolidation of our independent operating companies into three strong, market- driven companies with highly-competitive and powerful regional brands will best serve the needs of our customers, employees and other key stakeholders,” said George H. Richter, president and chief operating officer of the company’s pork group. “This new business model will allow us to focus on maximizing operating, marketing, financial and logistical synergies that will enable us to better meet the needs of our retail, foodservice and international customers who do business with multiple Smithfield Foods companies,” continued Mr. Richter.

As a result of the restructuring plan, the company expects to achieve a net reduction of approximately 1,800 jobs in the pork group.

Company Amends Credit Facilities

Separately, Mr. Pope noted that Smithfield Foods has entered into amendments of its United States and European credit facilities. The company disclosed the two separate credit facility amendments on reports on Form 8-K filed with the U.S. Securities and Exchange Commission on February 6 and February 13. He said that the amendments provide, among other things, for a reduction of the applicable interest coverage ratio for specified periods through the third quarter of fiscal 2010.

“These amendments are very positive developments, for they provide the company with sufficient time and financial flexibility to bridge the current hog cycle and uncertain economic environment,” said Mr. Pope. “This action should remove any question about the financial strength of Smithfield Foods. We have eliminated a major distraction, allowing our management team to focus full time on the restructuring plan and running the business.”

With sales of $12 billion, Smithfield Foods is the leading processor and marketer of fresh pork and packaged meats in the United States, as well as the largest producer of hogs. For more information, visit www.smithfieldfoods.com.

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This news release contains "forward-looking" statements within the meaning of the federal securities laws. The forward-looking statements includes statements concerning the Company's outlook for the future, as well as other statements of beliefs, future plans and strategies or anticipated events, and similar expressions concerning matters that are not historical facts. The Company's forward-looking information and statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, the statements. These risks and uncertainties include the availability and prices of live hogs and cattle, raw materials, fuel and supplies, food safety, livestock disease, live hog production costs, product pricing, the competitive environment and related market conditions, hedging risk, operating efficiencies, changes in interest rate and foreign currency exchange rates, access to capital, the investment performance of the Company's pension plan assets and the availability of legislative funding relief, the cost of compliance with environmental and health standards, adverse results from on-going litigation, actions of domestic and foreign governments, labor relations issues, credit exposure to large customers, the ability to make effective acquisitions and successfully integrate newly acquired businesses into existing operations and other risks and uncertainties described in the Company's Annual Report on Form 10-K for fiscal 2008 and in its subsequent Quarterly Report on Form 10-Q. Readers are cautioned not to place undue reliance on forward-looking statements because actual results may differ materially from those expressed in, or implied by, the statements. Any forward-looking statement that the Company makes speaks only as of the date of such statement, and the Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

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EX-99.2

FOR IMMEDIATE RELEASE

Contact:

Jerry Hostetter

Keira Ullrich

Smithfield Foods, Inc.

(212) 758-2100

jerryhostetter@smithfieldfoods.com

keiraullrich@smithfieldfoods.com

Smithfield Foods Announces Details of

Pork Group Restructuring Plan

Smithfield, Virginia (February 17, 2009)—Smithfield Foods, Inc. (NYSE: SFD) today released additional details of a restructuring plan that will consolidate and streamline the corporate structure and manufacturing operations of its pork group and make the company more competitive. The plan will improve operating efficiencies and increase utilization.

Reorganization

As part of the plan, a reorganization will consolidate several business units:

·   John Morrell & Co. and Farmland Foods, Inc. will merge their respective fresh pork sales groups. Some members of the John Morrell sales group will be offered positions at Farmland Foods in Kansas City, Missouri or elsewhere within the Smithfield Foods organization.

·   Patrick Cudahy, Inc. will become part of the John Morrell Group. Plant employees will not be impacted at this time.

·   Carando Foods, currently a unit of Farmland Foods, also will become part of the John Morrell Group. Employees will not be impacted at this time.

·   North Side Foods Corp. will become a part of Farmland Foods. Plant employees will not be impacted at this time.

·   Cumberland Gap Provision Co., a unit of the John Morrell Group, will become part of The Smithfield Packing Company, Inc. Production from other Smithfield Packing Company facilities will be transferred to Cumberland Gap and employment there is expected to increase over time.

Plant Closings

Smithfield Foods will close six plants and transfer production to other facilities.

Wherever possible, Smithfield Foods will offer transfers to other company facilities to an undetermined number of employees. The company will work with employees and union officials, where applicable, to determine what assistance may be provided to affected employees to find future employment. Potential options include working and coordinating with area businesses and services to help find local opportunities for employees as well as coordinating with unemployment offices to assist employees with claims or job applications.

The company will comply with the federal Worker Adjustment and Retraining Notification Act (WARN), including providing a 60-day notification of plant closures to employees. Under the WARN Act, the company also will notify state dislocated worker units so that they can promptly offer dislocated worker assistance. WARN Act notices, where appropriate, are being issued today.

·   The Smithfield Packing Company South facility in Smithfield, Virginia will be closed. Case ready fresh pork production will be moved to the adjacent Smithfield North plant and a North Carolina facility, creating significant operating efficiencies. Of the 1,375 Smithfield South employees, 1,035 will be offered transfers; 745 of those employees will be offered transfers to move to Smithfield North and the others will have the opportunity to move to Smithfield Packing Company plants in North Carolina. The plant is scheduled to close in December.

·   A Plant City, Florida facility producing packaged meats will close in September, affecting 760 Smithfield Packing Company employees. A number of salaried employees will be offered transfers.

·   The Smithfield Packing Company plant in Elon, North Carolina will close late in the summer and country ham production there will cease. About 160 employees will be affected.

·   A John Morrell plant in Great Bend, Kansas, with 275 employees, will close in July. The plant processes fresh pork and smoked meats.

·   Farmland Foods will close its New Riegel, Ohio plant. The plant will be shifting spiral ham production to other facilities and closing in April. About 230 employees will be affected. The company will offer transfers to other facilities to some salaried employees.

·   An Armour-Eckrich Meats, LLC packaged meats plant in Hastings, Nebraska will close in July, affecting about 370 employees.

“Layoffs and plant closings are difficult but necessary decisions,” said C. Larry Pope, president and chief executive officer. “We know that this will create adversity for the employees affected and we will work with union officials and others to determine how we can provide assistance to our employees to find future employment. Also, we will be transferring many employees to other plants.”

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With sales of $12 billion, Smithfield Foods is the leading processor and marketer of fresh pork and packaged meats in the United States, as well as the largest producer of hogs. For more information, visit www.smithfieldfoods.com.

This news release contains "forward-looking" statements within the meaning of the federal securities laws. The forward-looking statements includes statements concerning the Company's outlook for the future, as well as other statements of beliefs, future plans and strategies or anticipated events, and similar expressions concerning matters that are not historical facts. The Company's forward-looking information and statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, the statements. These risks and uncertainties include the availability and prices of live hogs and cattle, raw materials, fuel and supplies, food safety, livestock disease, live hog production costs, product pricing, the competitive environment and related market conditions, hedging risk, operating efficiencies, changes in interest rate and foreign currency exchange rates, access to capital, the investment performance of the Company's pension plan assets and the availability of legislative funding relief, the cost of compliance with environmental and health standards, adverse results from on-going litigation, actions of domestic and foreign governments, labor relations issues, credit exposure to large customers, the ability to make effective acquisitions and successfully integrate newly acquired businesses into existing operations and other risks and uncertainties described in the Company's Annual Report on Form 10-K for fiscal 2008 and in its subsequent Quarterly Report on Form 10-Q. Readers are cautioned not to place undue reliance on forward-looking statements because actual results may differ materially from those expressed in, or implied by, the statements. Any forward-looking statement that the Company makes speaks only as of the date of such statement, and the Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

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