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 10, 2011

SMITHFIELD FOODS, INC.

(Exact name of registrant as specified in its charter)

;	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 Excha nge 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 8.01 Other Events.

On February 10, 2011, Smithfield Foods, Inc. (the “Company”) issued a press release announcing the expiration and final results of the Company's previously announced offer to purchase for cash the maximum aggregate principal amo unt of its 7.75% Senior Unsecured Notes due 2013 and 10% Senior Secured Notes due 2014 that it can purchase for $450.0 million (excluding accrued and unpaid interest).

The foregoing is qualified by reference to the press release that is attached as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibi ts

99.1 Press Release, dated February 10, 2011

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SIGNATURES

& nbsp;

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 10, 2011	/s/ Michael H. Cole
	Michael H. Cole
	Vice President, Chief Legal Officer and Secretary

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EXHIBIT INDEX

Exhibit 99.1 Press Release, dated February 10, 2011

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EX-99.1

FOR IMMEDIATE RELEASE

Smithfield Foods Announces Expiration and Final Results of Its Debt Tender Offer

SMITHFIELD, Virginia (February 10, 2011)-Smithfield Foods, Inc. (NYSE: SFD) (“Smithfield Foods”) announ ced today the expiration and final results of its previously announced offer (the “Tender Offer”) to purchase for cash the maximum aggregate principal amount of its 7.75% Senior Unsecured Notes due 2013 and 10% Senior Secured Notes due 2014 (collectively, the “Notes”) that it can purchase for $450.0 million (excluding accrued and unpaid interest) pursuant to a modified “Dutch Auction.” The Tender Offer expired at midnight, New York City time, on February 9, 2011.

Smithfield Foods accepted $390.9 million aggregate principal amount of Notes for purchase in the Tender Offer as follows:

Notes	CUSIP No.	Outstanding Principal Amount(1)	Aggregate Principal Amount Accepted for Purchase	Cash Spend Required(2)	Total Consideration per Note(3)
7.75% Senior Unsecured Notes due 2013	832248AH1	$350,000,000	$190,003,000	$214,380,121	$1,110
10% Senior Secured Notes due 2014	832248AU2	$850,000,000	$200,921,000	$240,491,275	$1,190
(1) Prior to consummation of the Tender Offer.
(2) Includes a ccrued interest.
(3) Per $1,000 principal amount of Notes accepted for purchase. Clearing premium per $1,000 principal amount of Notes was $35. Excludes accrued interest.

The aggregate consideration for Notes accepted in the Tender Offer, including accrued interest, was approximately $454.9 million. Smithfield Foods expects that the premium paid in the purchase of Notes, together with any unamortized original debt issuance costs and current Tender Offer fees, in the amount ranging from approximately $71.0 million to $73.0million will be charged to earnings in its fourth fiscal quarter.

Goldman, Sachs & Co. acted as the dealer manager for the Tender Offer, and Global Bondholder Services Corporation acted as the information agent and depositary for the Tender Offer.

This press release is not an off er to sell, a solicitation to buy or an offer to purchase or sell any securities.

About Smithfield Foods

Smithfield Foods is the world's largest pork processor and hog producer, with revenues exceeding $11 billion in fiscal 2010. In the United States, the company is also the leader in numerous packaged meats categories. From national brands and regional powerhouses in the United States to some of the best-known European brands, Smithfield Foods products are prized by retail, foodservice, and deli customers alike. For more information, visit www.smithfieldfoods.com.

Forward-Looking Statements

This press release contains certain “forward-looking” statements within the meaning of the federal securities laws. These statements relate to future events or our future performance. The forward-looking statements include statements concerning our outlook for the future, a s well as other statements of beliefs, future plans and strategies or anticipated events, and similar expressions concerning matters that are not historical facts. The use of any of the words “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “should”, “believe” and similar expressions are intended to identify forward-looking statements. Our forward-looking information and statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed in, or implied by, the statements. These risks and uncertainties include, but are not limited to, statements concerning: the availability and prices of live hogs, raw materials, fuel and supplies, food safety, livestock disease, live hog production costs, product pricing, the competitive e nvironment and related market conditions, risks associated with our indebtedness, including cost increases due to rising interest rates or changes in debt ratings or outlook, hedging risk, operating efficiencies, changes in foreign currency exchange rates, access to capital, the cost of compliance with and changes to regulations and laws, including changes in accounting standards, tax laws, environmental laws, agricultural laws and occupational, health and safety laws, 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, our ability to effectively restructure portions of our operations and achieve cost savings from such restructurings and other risks and uncertainties described in the Offer to Purchase, dated January 12, 2011, as amended, under “Item 1A. Risk Factors” in our Quar terly Report on Form 10-Q for the quarter ended August 1, 2010 and under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended May 2, 2010. We caution you that the foregoing list of important factors and assumptions is not exhaustive.

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 statements that we make speak only as of the date of such statements, and we undertake 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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Contact:

Keira Lombardo

Smithfield Foods, Inc.

(757) 365-3050

keiralombardo@smithfieldfoods.com