On July 18, 2012, Smithfield Foods, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Barclays Capital Inc. and Goldman, Sachs & Co., as representatives of the several underwriters named in Schedule II thereto, in connection with the public offering of $1 billion aggregate principal amount of the Company's 6.625% Senior Notes Due 2022 (the "Notes"). The Notes are registered under the Securities Act of 1933, as amended, pursuant to the Automatic Shelf Registration Statement on Form S-3 (File No. 333-167781), filed by the Company with the Securities and Exchange Commission (the "Commission) on June 25, 2010 (the "Registration Statement"). The offering of the Notes is expected to close on August 1, 2012.

The summary of the Underwriting Agreement in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

On July 18, 2012, Smithfield Foods, Inc. (the "Company") issued a press release announcing the pricing of its previously announced underwritten public offering of $1 billion aggregate principal amount of senior notes due 2022.

(d) Exhibits

Exhibit
  No.                                     Description

 1.1         Underwriting Agreement, dated July 18, 2012, by and among the Company
             and Barclays Capital Inc. and Goldman, Sachs & Co., as representatives
             of the several underwriters named in Schedule II thereto.

 5.1         Opinion of Hogan Lovells US LLP regarding the legality of the Notes
             offered.

12.1         Computation of Ratio of Earnings to Fixed Charges.

23.1         Consent of Hogan Lovells US LLP (included in Exhibit 5.1).

99.1         Press Release, dated July 18, 2012, related to pricing of the Notes
             Offering.