SFD 10-Q
Smithfield Foods Inc (SFD)
10-Q
2026-04-28
For: 2026-03-29
View Original
Added on
April 28, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
For the quarterly period ended March 29, 2026
OR
For the transition period from __________________ to __________________
Commission file number: 001-15321
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |||||||
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (757 ) 365-3000
Securities registered pursuant to Section 12(b) of the Act
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | ||||||||
☒ | Smaller reporting company | ||||||||||
Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐ No ☒
As of April 26, 2026, the registrant had 393,477,263 shares of common stock, no par value, outstanding.
TABLE OF CONTENTS
| Page | ||||||||
| Part I | ||||||||
| Item 1 | Financial Statements and Supplementary Data | |||||||
| Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | |||||||
| Item 3 | Quantitative and Qualitative Disclosures About Market Risk | |||||||
| Item 4 | Controls and Procedures | |||||||
| Part II | ||||||||
| Item 1 | Legal Proceedings | |||||||
| Item 1A | Risk Factors | |||||||
| Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | |||||||
| Item 3 | Defaults Upon Senior Securities | |||||||
| Item 4 | Mine Safety Disclosures | |||||||
| Item 5 | Other Information | |||||||
| Item 6 | Exhibits | |||||||
| Signatures | ||||||||
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
SMITHFIELD FOODS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in millions, except share data and per share data, and unaudited)
| Three Months Ended | |||||||||||
| March 29, 2026 | March 30, 2025 | ||||||||||
| Sales | $ | $ | |||||||||
| Cost of sales | |||||||||||
| Gross profit | |||||||||||
| Selling, general and administrative expenses | |||||||||||
| Operating gains | ( | ( | |||||||||
| Operating profit | |||||||||||
| Interest expense, net | |||||||||||
| Non-operating losses | |||||||||||
| Income before income taxes | |||||||||||
| Income tax expense | |||||||||||
| Loss from equity method investments | |||||||||||
| Net income | |||||||||||
| Net income attributable to noncontrolling interests | |||||||||||
| Net income attributable to Smithfield | $ | $ | |||||||||
| Net income per common share attributable to Smithfield: | |||||||||||
| Basic | $ | $ | |||||||||
| Diluted | |||||||||||
| Weighted-average shares outstanding: | |||||||||||
| Basic | |||||||||||
| Diluted | |||||||||||
See Notes to Condensed Consolidated Financial Statements
3
SMITHFIELD FOODS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions and unaudited)
| Three Months Ended | |||||||||||
| March 29, 2026 | March 30, 2025 | ||||||||||
| Net income | $ | $ | |||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||
| Foreign currency translation | ( | ( | |||||||||
| Pension accounting | |||||||||||
| Hedge accounting | ( | ||||||||||
| Total other comprehensive income (loss) | ( | ||||||||||
| Comprehensive income | |||||||||||
| Comprehensive income attributable to noncontrolling interests | |||||||||||
| Comprehensive income attributable to Smithfield | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements
4
SMITHFIELD FOODS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share data, and unaudited)
| March 29, 2026 | December 28, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Inventories, net | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Operating lease assets | |||||||||||
| Equity method investments | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Current portion of long-term debt and finance lease obligations | |||||||||||
| Current portion of operating lease obligations | |||||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt and finance lease obligations | |||||||||||
| Long-term operating lease obligations | |||||||||||
| Deferred income taxes, net | |||||||||||
| Net long-term pension obligation | |||||||||||
| Other liabilities | |||||||||||
| Redeemable noncontrolling interests | |||||||||||
Commitments and contingencies (Note 15) | |||||||||||
| Equity: | |||||||||||
| Shareholders’ equity: | |||||||||||
Preferred stock, | |||||||||||
Common stock, | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total shareholders’ equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements
5
SMITHFIELD FOODS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions and unaudited)
| Three Months Ended | |||||||||||
| March 29, 2026 | March 30, 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash flows used in operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Changes in operating and other assets and liabilities, net | ( | ( | |||||||||
| Other | ( | ||||||||||
| Net cash flows used in operating activities | ( | ( | |||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Net expenditures from breeding stock transactions | ( | ( | |||||||||
| Cash receipts on notes receivable | |||||||||||
| Net cash flows used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Net proceeds from issuance of common stock | |||||||||||
| Other | ( | ||||||||||
| Net cash flows from (used in) financing activities | ( | ||||||||||
| Effect of foreign exchange rate changes on cash | ( | ||||||||||
| Net change in cash, cash equivalents and restricted cash | ( | ( | |||||||||
| Cash, cash equivalents and restricted cash at beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements
6
SMITHFIELD FOODS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in millions, except share data, and unaudited)
| Three Months Ended March 29, 2026 | ||||||||||||||||||||||||||||||||
| Shares of Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Shareholders’ Equity | ||||||||||||||||||||||||||||
| Balance, December 28, 2025 | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Stock compensation expense | — | — | — | |||||||||||||||||||||||||||||
| Settlement of restricted stock units | ( | — | — | |||||||||||||||||||||||||||||
| Withholding tax on settlement of restricted stock units | ( | ( | — | — | ( | |||||||||||||||||||||||||||
| Adjustment to redeemable noncontrolling interests | — | ( | — | — | ( | |||||||||||||||||||||||||||
Dividends declared ($ | — | — | ( | — | ( | |||||||||||||||||||||||||||
| Comprehensive income: | ||||||||||||||||||||||||||||||||
| Net income attributable to Smithfield | — | — | — | |||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | ( | ( | |||||||||||||||||||||||||||
| Balance, March 29, 2026 | $ | $ | 0 | $ | ( | $ | ||||||||||||||||||||||||||
| Three Months Ended March 30, 2025 | |||||||||||||||||||||||||||||
| Shares of Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Shareholders’ Equity | |||||||||||||||||||||||||
| Balance, December 29, 2024 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Issuance of common stock | — | — | |||||||||||||||||||||||||||
| Stock compensation expense | — | — | — | ||||||||||||||||||||||||||
| Adjustment to redeemable noncontrolling interests | — | ( | — | — | ( | ||||||||||||||||||||||||
Dividends declared ($ | — | — | ( | — | ( | ||||||||||||||||||||||||
| Comprehensive income: | |||||||||||||||||||||||||||||
| Net income attributable to Smithfield | — | — | — | ||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | ||||||||||||||||||||||||||
| Balance, March 30, 2025 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements
7
SMITHFIELD FOODS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Smithfield Foods, Inc., together with its subsidiaries (“Smithfield,” “the Company,” “we,” “us” or “our”) produces a wide variety of fresh pork and packaged meats products primarily in the United States (“U.S.”) and markets them both domestically and internationally. We operate in a cyclical industry and our results are significantly affected by fluctuations in commodity prices for meat, livestock (primarily hogs) and grains. We are an indirect, majority-owned subsidiary of Hong Kong-based WH Group Limited (“WH Group”).
These statements and notes should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K filed for the fiscal year ended December 28, 2025, which include a comprehensive description of our significant accounting policies and other information that is not included herein.
Seasonality
Sales, profitability and cash flow generation and use are impacted on a quarterly basis by the seasonal nature of our business. Our sales and profitability are generally higher in the fourth quarter due to the Thanksgiving and Christmas holidays. In addition, the timing of the Easter holiday can affect the comparability of our first and second quarters on both a quarter-to-quarter and year-over-year basis. We typically build inventories of certain products in anticipation of seasonal demand fluctuations, as periods of higher sales for hams occur during major holidays, while sales of ribs, smoked sausages and hot dogs are generally higher during the summer months.
Hog prices also exhibit seasonal patterns, tending to rise as hog supplies decrease during the summer and decline as supplies increase during the fall and winter. These fluctuations are driven by lower farrowing performance during the winter and slower animal growth rates during the summer, which can impact our cost structure and profitability throughout the year.
Our cash use is highest in the first quarter, primarily due to working capital needs related to payments to certain suppliers that are typically deferred in the fourth quarter.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”), which require us to make estimates and use assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. It is possible that actual results could differ materially from those estimates. The information reflects all normal recurring adjustments, which we believe are necessary to present fairly the financial position and results of operations for all periods included. Totals and percentages may be affected by rounding. Certain prior period amounts have been reclassified to conform to the current period presentation.
Principles of Consolidation
8
We evaluate contractual, equity and other variable interests in entities that may be deemed variable interest entities (“VIE”). We consolidate a VIE if we determine that we are the VIE’s primary beneficiary. A VIE’s primary beneficiary has both (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.
Cash and Cash Equivalents
We maintain a cash management structure with one of our banking institutions that incorporates a master netting arrangement. This structure utilizes concentration accounts, automated sweep mechanisms and zero‑balance disbursement accounts to fund disbursements, such as payroll and accounts payable. All accounts under this structure are netted and presented in either cash and cash equivalents or accounts payable on the condensed consolidated balance sheet depending on whether the net balance is positive or in an overdraft position. As of March 29, 2026 and December 28, 2025, the net overdraft balances were $32 million and $29 million, respectively, which were presented in accounts payable on the condensed consolidated balance sheets.
Recently Issued Accounting Pronouncements
New Accounting Pronouncements Recently Adopted
In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05 Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which simplifies the estimation of credit losses on current accounts receivable and contract assets arising from transactions accounted for under ASC 606. The update was adopted and applied to assets within its scope in this Quarterly Report on Form 10-Q on a prospective basis. The standard did not impact our financial position, results of operations or cash flows.
New Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The new guidance is intended to provide investors with more disaggregated information about certain line items presented in the consolidated statement of income. The update is effective for our annual report on Form 10-K for fiscal year 2027, with early adoption permitted. The new disclosures are required to be applied prospectively with an option for retrospective application. The standard will not impact our financial position, results of operations or cash flows.
In May 2025, the FASB issued ASU 2025-03 Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity, which aims to improve consistency in identifying the accounting acquirer in business combinations involving VIEs. The update is effective for our annual report on Form 10-K for fiscal year 2027, with early adoption permitted. Once adopted, this update will be applied prospectively to transactions within the scope of the guidance.
In September 2025, the FASB issued ASU 2025-06 Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40), which streamlines the capitalization guidance for internal-use software and supersedes prior guidance on website development costs. The update is effective for fiscal year 2028, including interim periods within that fiscal year, with early adoption permitted. Once adopted, this update will be applied prospectively to software development projects initiated after adoption.
In September 2025, the FASB issued ASU 2025-07 Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606), which clarifies the scope of derivative accounting and provides guidance on share-based noncash consideration in revenue contracts. The update is effective for fiscal year 2027, including interim periods within that fiscal year, with early adoption permitted. Once adopted, this update will be applied prospectively to contracts within the scope of the guidance. We do not expect the adoption of this standard to have a material impact on our financial position, results of operations or cash flows.
9
In November 2025, the FASB issued ASU 2025‑09 Hedge Accounting Improvements, which enhances guidance related to hedge accounting, including provisions for component hedging. The update is effective for fiscal year 2027, including interim periods within that fiscal year, with early adoption permitted. Upon adoption, the update will be applied prospectively to open hedging relationships and to new hedges within the scope of the guidance. We do not expect the adoption of this standard to have a material impact on our financial position, results of operations or cash flows.
In December 2025, the FASB issued ASU 2025‑10 Accounting for Government Grants, which provides authoritative guidance on the recognition, measurement, and disclosure of government grants. The update is effective for fiscal year 2029, including interim periods within that fiscal year, with early adoption permitted. We do not expect the adoption of this standard to have a material impact on our financial position, results of operations, or cash flows.
In December 2025, the FASB issued ASU 2025‑11 Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies interim reporting requirements and enhances consistency in disclosures. The update is effective for fiscal year 2028, including interim periods within that fiscal year, with early adoption permitted. We do not expect the adoption of this standard to have a material impact on our financial position, results of operations, or cash flows, as the amendments primarily clarify existing guidance.
In December 2025, the FASB issued ASU 2025‑12 Codification Improvements, which makes 33 incremental improvements to GAAP across a broad range of topics intended to address technical corrections, unintended application of the accounting standards codification, clarifications and other minor improvements. This update is effective for fiscal year 2027, including interim periods within that fiscal year, with early adoption permitted. We do not expect the adoption of this update to have a material impact on our financial position, results of operations, or cash flows.
NOTE 2: REPORTABLE SEGMENTS
Our reportable segments are determined on the basis of our organizational structure and information that is regularly reviewed by our Chief Operating Decision Maker (“CODM”) for the purpose of assessing the performance of the operating segments of our business and making operating and resource allocation decisions. Our CODM is our Chief Executive Officer. Our CODM reviews assets at a consolidated level; not by reportable segment. Therefore, we do not disclose assets by reportable segment. Additionally, while segments are managed separately, our manufacturing and distribution activities are often integrated to optimize cost efficiencies, resulting in jointly utilized assets, including fixed assets, that are not tracked at the segment level. Depreciation and amortization associated with these shared assets are generally allocated to reportable segments.
The measure of segment profit reviewed by our CODM is operating profit. Our CODM uses operating profit to assess segment performance, compensate employees and allocate capital, personnel and other resources to each segment.
We conduct our operations through three reportable segments: Packaged Meats, Fresh Pork and Hog Production. We also conduct operations through two other operating segments, Mexico and Bioscience, which are aggregated and reported as “Other.”
Packaged Meats
The Packaged Meats segment consists of our U.S. operations that process fresh meat into a wide variety of packaged meats products, including bacon, sausage, hot dogs, deli and lunch meats, dry sausage products (such as pepperoni and genoa salami), ham products, ready-to-eat products and prepared foods (such as pre-cooked entrees, bacon and sausage). Approximately 80 % of the Packaged Meats segment’s raw materials are sourced from our Fresh Pork segment. We market our domestic packaged meats products under a strategic set of core brands, which include: Smithfield, Eckrich, Nathan’s Famous, Farmland, Armour, Farmer John, Kretschmar, Krakus, John Morrell, Cook’s, Gwaltney, Carando, Margherita, Curly’s and Smithfield Culinary. We also sell a sizeable portion of our packaged meats products as private label products. The majority of the Packaged Meats segment’s products are sold to retail and foodservice customers in the U.S.
10
Fresh Pork
The Fresh Pork segment consists of our U.S. operations that process live hogs into a wide variety of primal, sub-primal and offal products, such as bellies, butts, hams, loins, picnics and ribs. The Fresh Pork segment sources approximately 40 % of its raw materials from our Hog Production segment, with the remainder from farmers with whom we partner across the U.S. Approximately one-third of our fresh pork products, including the majority of hams, bellies and trimmings, is transferred to our Packaged Meats segment. Externally, we sell our fresh pork products to domestic retail, foodservice and industrial customers, as well as to export markets, including, among others, Mexico, China, Japan, South Korea and Canada.
Hog Production
The Hog Production segment consists of our hog production operations in the U.S., which produce and raise our hogs on numerous Company-owned farms and farms that are owned and operated by contract farmers. Nearly all of the hogs produced by this segment are processed by our Fresh Pork segment. The Hog Production segment also sells livestock feed and grains and provides transportation and other ancillary services to external customers.
The following tables provide certain financial information by reportable segment with a reconciliation to the consolidated totals.
| Three Months Ended March 29, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||
| Packaged Meats | Fresh Pork | Hog Production | Other (1) | Corporate (2) | Unallocated (3) | Intersegment | Consolidated | ||||||||||||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||||||||||||||
| Sales | $ | $ | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
| Cost of sales | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||||||||||||||||||||||||||
| Operating gains | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Operating profit (loss) | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||||||||||||||||||||||||||
| Non-operating losses | |||||||||||||||||||||||||||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Other segment data: | |||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Capital expenditures | |||||||||||||||||||||||||||||||||||||||||||||||
11
| Three Months Ended March 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| Packaged Meats | Fresh Pork | Hog Production | Other (1) | Corporate (2) | Unallocated (3) | Intersegment | Consolidated | ||||||||||||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||||||||||||||
| Sales | $ | $ | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
| Cost of sales | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||||||||||||||||||||||||||
| Operating gains | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Operating profit (loss) | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||||||||||||||||||||||||||
| Non-operating losses | |||||||||||||||||||||||||||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Other segment data: | |||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Capital expenditures | |||||||||||||||||||||||||||||||||||||||||||||||
________________
(1)Includes our Mexico and Bioscience operations. Our Mexico operations raise hogs and produce pork products that are sold primarily to customers in Mexico. Our Bioscience operations use raw materials from hogs that we harvest to manufacture heparin products, including an active pharmaceutical ingredient that mitigates the risk of blood clots.
(2)Represents general corporate expenses for management and administration of the business.
(3)We do not allocate certain items to our operating segments such as litigation charges, exit and disposal costs, insurance recoveries, gains and losses on the sale of property, plant and equipment and other assets, accelerated depreciation, and employee termination benefits, among others.
The following tables disaggregate our sales to customers by reportable segment and by major distribution channel.
| Three Months Ended March 29, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||
Retail (1) | Foodservice (2) | Exports (3) | Industrial (4) | Other / Unallocated (5) | Total External Sales (6) | Intersegment | Consolidated | ||||||||||||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||||||||||||||
| Packaged Meats | $ | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Fresh Pork | |||||||||||||||||||||||||||||||||||||||||||||||
| Hog Production | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Other (7) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Intersegment | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | — | $ | ||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
Retail (1) | Foodservice (2) | Exports (3) | Industrial (4) | Other / Unallocated (5) | Total External Sales (6) | Intersegment | Consolidated | ||||||||||||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||||||||||||||
| Packaged Meats | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Fresh Pork | |||||||||||||||||||||||||||||||||||||||||||||||
| Hog Production | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Other (7) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Intersegment | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | — | $ | ||||||||||||||||||||||||||||||||||||||
________________
(1)Includes national and regional retailers in the U.S. such as grocery supermarket chains, independent grocers and club stores.
12
(2)Includes foodservice distributors, fast food and other restaurant operators, hotel chains and other institutional customers in the U.S.
(3)Includes exports from the U.S. to international retailers and wholesale distributors primarily in North America, Asia, Latin America and other emerging markets.
(4)Includes sales to industrial customers who use our raw materials in their finished goods production, including prepared meals, pharmaceutical production and pet food.
(5)Includes sales of grain, oilseeds, feed, breeding stock and market hogs, among others, in addition to external sales from our Mexico and Bioscience operations.
(6)Includes external sales from our Mexico operations of $169 million and $99 million for the three months ended March 29, 2026 and March 30, 2025, respectively. All other external sales are sourced from our U.S. operations.
(7)Includes our Mexico and Bioscience operations.
NOTE 3: PENDING ACQUISITION
Nathan’s Famous
On January 20, 2026, we entered into an agreement to acquire all of the issued and outstanding shares of Nathan’s Famous Inc. (“Nathan’s”) for $102.00 per share in cash. The acquisition is expected to be funded using cash on hand. Since March 2014, we have held an exclusive license to manufacture, distribute, market and sell “Nathan’s Famous” branded hot dogs, sausages, corned beef and certain other ancillary products through retail outlets in the U.S. and Canada and Sam’s Clubs in Mexico. The license is scheduled to expire in March 2032. Completion of the transaction remains contingent upon meeting several conditions specified in the merger agreement. These include securing approval from the holders of a majority of Nathan’s outstanding common stock, obtaining clearance from the Committee on Foreign Investment in the United States (“CFIUS”), and fulfilling other standard closing requirements. However, given the impact of the partial government shutdown on statutory deadlines for CFIUS’s review process, our anticipated closing timeline has shifted, and we now expect the transaction to close in the second half of 2026.
NOTE 4: OPERATING GAINS AND NON-OPERATING LOSSES
The following table provides details of operating (gains) and non-operating (gains) losses.
| Three Months Ended | |||||||||||
| March 29, 2026 | March 30, 2025 | ||||||||||
| (in millions) | |||||||||||
Operating gains: | |||||||||||
| Gain on disposal of assets | $ | ( | $ | ( | |||||||
Insurance recoveries (1) | ( | ||||||||||
| Other operating gains | ( | ||||||||||
| Operating gains | $ | ( | $ | ( | |||||||
Non-operating losses: | |||||||||||
Loss on assets held in rabbi trusts (2) | $ | $ | |||||||||
Net pension and postretirement benefits cost (3) | |||||||||||
| Other non-operating gains | ( | ||||||||||
Non-operating losses | $ | $ | |||||||||
________________
(1)Consists of a gain recognized in connection with a settlement of an insurance claim associated with property damage. See “Note 15: Regulation and Contingencies” for further discussion.
(2)Assets held in rabbi trusts are used to fund nonqualified defined benefit pension and deferred compensation plans.
(3)Includes the components of net pension and postretirement benefits cost other than service cost, which is included in operating profit. These components consist of interest cost, expected return on plan assets, amortization of actuarial gains/losses and prior service costs/credits, and curtailment gains.
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NOTE 5: RESTRUCTURING AND OPTIMIZATION
Springfield, Massachusetts Facility
On February 6, 2026, we announced our decision to exit our leased Springfield, Massachusetts dry sausage production facility by the end of August 2026 and consolidate production across our network, including at our recently acquired Nashville, Tennessee facility. The decision to close the Springfield facility is part of the Company’s ongoing efforts to optimize its manufacturing footprint and improve operational and cost efficiencies. In the first quarter of 2026, we recognized $2 million in accelerated depreciation and employee termination benefits in cost of sales in the condensed consolidated statement of income. We expect to recognize additional charges associated with the exit of the facility totaling approximately $8 million over the second and third quarters of fiscal year 2026.
Administrative Process Optimization
In the fourth quarter of 2025, we commenced an initiative to modernize and optimize certain of our administrative and transactional processes. As part of this initiative, we will employ new and advanced technologies, including artificial intelligence and robotic process automation, that will allow us to drive significant improvements in operational efficiency and productivity. As a result of this initiative, we recognized $1 million in restructuring costs in selling, general and administrative expenses (“SG&A”) in the condensed consolidated statement of income in the first quarter of fiscal year 2026 and anticipate additional one-time restructuring costs totaling approximately $10 million for the remainder of fiscal year 2026.
Workforce Reduction
NOTE 6: ACCOUNTS RECEIVABLE
Accounts receivable, net is comprised of both receivables from contracts with customers and other receivables. Our receivables from contracts with customers totaled $1,021 million and $963 million as of March 29, 2026 and December 28, 2025, respectively.
We monitor the credit risk associated with our accounts receivable and establish an allowance for credit losses expected to be incurred over the life of the receivable, which is recorded net of this allowance. We calculate this allowance based on our history of write-offs, future economic conditions, level of past due accounts, the financial health of our customers and historical experience. Our allowance for credit losses was not material for the periods presented.
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NOTE 7: INVENTORIES
Inventories, net consist of the following:
| March 29, 2026 | December 28, 2025 | ||||||||||
| (in millions) | |||||||||||
| Fresh and packaged meats | $ | $ | |||||||||
| Livestock | |||||||||||
| Grains | |||||||||||
| Maintenance parts | |||||||||||
| Manufacturing supplies | |||||||||||
| Other | |||||||||||
Inventories, net | $ | $ | |||||||||
NOTE 8: DERIVATIVE FINANCIAL INSTRUMENTS
Our pork production operations use various raw materials, primarily live hogs, corn, soybean meal and wheat, which are actively traded on commodity exchanges. We also use fuel and other energy commodities in our operations. We hedge these commodities when we determine conditions are appropriate to mitigate price risk. While this hedging may limit our ability to participate in gains from favorable commodity fluctuations, it also reduces the risk of loss from adverse changes in raw material prices. We attempt to closely match the commodity contract terms with the hedged item. We also periodically enter into interest rate swaps to hedge exposure to changes in interest rates on certain financial instruments and foreign exchange forward contracts to hedge certain exposures to fluctuating foreign currency rates.
We record all derivatives as either assets or liabilities at fair value on the balance sheet, with the exception of contracts that qualify for the normal purchase and normal sale scope exception, which are expected to result in physical delivery. Accounting for changes in the fair value of a derivative depends on whether it qualifies and has been designated as part of a hedging relationship. For derivatives that qualify and have been designated as hedging instruments for accounting purposes, changes in fair value have no net impact on earnings, to the extent the derivative is considered perfectly effective in achieving offsetting changes in fair value attributable to the risk being hedged, until the hedged item is recognized in earnings (commonly referred to as the “hedge accounting” method). For derivatives that do not qualify or are not designated as hedging instruments for accounting purposes, changes in fair value are recorded in current period earnings (commonly referred to as the “mark-to-market” method). We may elect either method of accounting for our derivative portfolio, assuming all the necessary requirements are met. We have, in the past, availed ourselves of either acceptable method and expect to do so in the future. We believe all of our derivative instruments represent economic hedges against changes in prices and rates, regardless of their designation for accounting purposes.
When cash flow hedge accounting is applied, derivative gains or losses are recognized as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transactions affect earnings. The initial fair value of hedge components excluded from the assessment of effectiveness is recognized in earnings on a straight-line basis over the life of the hedging instrument and is presented in the same income statement line item as the hedged item. Any difference between the change in fair value of the hedge components excluded from the assessment of effectiveness and the amounts recognized in earnings is recorded as a component of other comprehensive income (loss).
When fair value hedge accounting is applied, derivative gains and losses are recognized in earnings concurrently with the change in fair value of the hedged item attributable to the risk being hedged.
A portion of our derivatives are exchange traded futures contracts held with brokers, subject to netting arrangements that are enforceable during the ordinary course of business. Additionally, we have a portfolio of over-the-counter derivatives that are held by counterparties under netting arrangements found in typical master netting agreements.
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These agreements legally allow for net settlement in the event of bankruptcy. We offset the fair values of derivative assets and liabilities, along with the related cash collateral, that are executed with the same counterparty under these arrangements in the condensed consolidated balance sheets.
Changes in commodity prices could have a significant impact on cash deposit requirements under our broker and counterparty agreements. Additionally, certain of our derivative contracts contain credit risk-related contingent features, which would require us to post additional cash collateral to cover net losses on open derivative instruments if our credit rating were sufficiently downgraded. As of March 29, 2026, the net liability position of our open derivative instruments subject to credit risk-related contingent features was not material.
The size and mix of our derivative portfolio vary from time to time based upon our analysis of current and future market conditions. The following table presents the fair values of our open derivative financial instruments on a gross basis.
| Assets | Liabilities | |||||||||||||||||||||||||
| March 29, 2026 | December 28, 2025 | March 29, 2026 | December 28, 2025 | |||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
Derivatives using the “hedge accounting” method: | ||||||||||||||||||||||||||
| Commodity contracts | $ | $ | $ | $ | ||||||||||||||||||||||
Derivatives using the “mark-to-market” method: | ||||||||||||||||||||||||||
| Commodity contracts | ||||||||||||||||||||||||||
| Foreign exchange contracts | ||||||||||||||||||||||||||
| Total fair value of derivative instruments | $ | $ | $ | $ | ||||||||||||||||||||||
The following tables reconcile the gross amounts of derivative assets and liabilities to the net amounts presented in our condensed consolidated balance sheets and the related effects of cash collateral under netting arrangements that provide a legal right of offset of assets and liabilities.
| March 29, 2026 | |||||||||||||||||||||||||||||
| Gross Amount of Derivative Assets/ Liabilities | Netting of Derivative Assets/ Liabilities | Net Derivative Assets/Liabilities | Netting of Derivative and Cash Collateral | Net Amount Presented in the Condensed Consolidated Balance Sheet (1) | |||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||
| Commodity contracts | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||
| Foreign exchange contracts | |||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||
| Commodity contracts | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||
________________
(1)Net derivative assets are recorded in prepaid expenses and other current assets. Net derivative liabilities are recorded in accrued expenses and other current liabilities. These balances include $19 million of cash collateral paid to and held by our brokers, $18 million of which represents initial margin.
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| December 28, 2025 | |||||||||||||||||||||||||||||
| Gross Amount of Derivative Assets/ Liabilities | Netting of Derivative Assets/ Liabilities | Net Derivative Assets/Liabilities | Netting of Derivative and Cash Collateral | Net Amount Presented in the Condensed Consolidated Balance Sheet (1) | |||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||
| Commodity contracts | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||
| Commodity contracts | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||
________________
(1)Net derivative assets are recorded in prepaid expenses and other current assets and include $7 million of cash collateral paid to and held by our brokers, which represents the initial margin, and $4 million of cash collateral paid to and held by us. Net derivative liabilities are recorded in accrued expenses and other current liabilities.
Hedge Accounting Method
Cash Flow Hedges
We enter into derivative instruments, such as futures, swaps and options contracts, to manage our exposure to the variability in expected future cash flows attributable to commodity price risk associated with the forecasted sale of fresh pork and the forecasted purchase of grains, hogs, and energy. In addition, we enter into interest rate swaps to manage our exposure to changes in interest rates associated with our variable interest rate debt and the forecasted issuance of fixed rate debt. Lastly, we enter into foreign exchange contracts to manage our exposure to the variability in expected future cash flows attributable to changes in foreign exchange rates associated with the forecasted purchase or sale of assets denominated in foreign currencies. As of March 29, 2026, substantially all of our commodity-related cash flow hedges were for transactions forecasted through August 2026.
As of March 29, 2026, the notional volumes associated with open derivative instruments designated in cash flow hedging relationships were as follows:
| Volume | Metric | ||||||||||
| Lean hogs | Pounds | ||||||||||
| Corn | Bushels | ||||||||||
| Soybean meal | Tons | ||||||||||
| Natural Gas | Million BTU | ||||||||||
| Diesel | Gallons | ||||||||||
The following table presents the effects on our condensed consolidated financial statements of pre-tax gains and losses on derivative instruments designated in cash flow hedging relationships for the periods indicated:
| Gains (Losses) Recognized in Other Comprehensive Income (Loss) on Derivative | Gains (Losses) Reclassified from Accumulated Other Comprehensive Loss into Earnings | ||||||||||||||||||||||||||||
| Three Months Ended | Three Months Ended | ||||||||||||||||||||||||||||
| March 29, 2026 | March 30, 2025 | March 29, 2026 | March 30, 2025 | ||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| Commodity contracts | $ | ( | $ | $ | $ | ( | |||||||||||||||||||||||
Deferred losses on closed derivative contracts included in accumulated other comprehensive loss as of March 29, 2026 and March 30, 2025 were not material. We are unable to estimate the amount of deferred gains or losses
17
related to open derivative contracts to be reclassified into earnings within the next twelve months as their values are subject to change.
Fair Value Hedges
We enter into derivative instruments (primarily futures contracts) that are designed to hedge changes in the fair value of firm commitments to buy grains and hogs. As of March 29, 2026, the notional volumes associated with open derivative instruments designated in fair value hedging relationships were as follows:
| Volume | Metric | ||||||||||
| Lean hogs | Pounds | ||||||||||
| Corn | Bushels | ||||||||||
| Soybeans | Bushels | ||||||||||
The carrying values of hedged firm commitments designated in fair value hedge relationships as of March 29, 2026 and December 28, 2025 were not material. When the underlying inventories are acquired, the hedge relationship is discontinued and the fair value hedge adjustment is reclassified to inventories. The amount of fair value hedge gains remaining in inventories for which hedge accounting has been discontinued were not material as of March 29, 2026 and December 28, 2025.
Mark-to-Market Method
As of March 29, 2026, the notional volumes associated with open derivative instruments using the “mark-to-market” method were as follows:
| Volume | Metric | ||||||||||
| Commodity contracts: | |||||||||||
| Lean hogs | Pounds | ||||||||||
| Corn | Bushels | ||||||||||
| Soybean meal | Tons | ||||||||||
| Soybeans | Bushels | ||||||||||
| Natural gas | Million BTU | ||||||||||
| Diesel | Gallons | ||||||||||
| Foreign currency contracts | U.S. Dollars | ||||||||||
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Derivative Impact on the Condensed Consolidated Statements of Income
The following table presents the effect of derivatives on the condensed consolidated statements of income for the periods indicated.
| Three Months Ended | ||||||||||||||
| March 29, 2026 | March 30, 2025 | |||||||||||||
| (in millions) | ||||||||||||||
| Sales: | ||||||||||||||
Cash flow hedging—commodity contracts | $ | ( | $ | ( | ||||||||||
Mark-to-market—commodity contracts | ( | |||||||||||||
| Total derivative loss recognized in sales | ( | ( | ||||||||||||
| Cost of sales: | ||||||||||||||
Cash flow hedging—commodity contracts | ( | |||||||||||||
Fair value hedging—commodity contracts: | ||||||||||||||
| Change in fair value of derivatives | ( | |||||||||||||
| Change in fair value of related hedged items | ( | |||||||||||||
Gain (loss) on closed derivatives (1) | ( | |||||||||||||
Mark-to-market—commodity contracts | ( | |||||||||||||
| Total derivative gain recognized in cost of sales | ||||||||||||||
| Total derivative gain (loss) | $ | ( | $ | |||||||||||
________________
(1)Represents the amount of fair value hedge adjustment applied to the carrying amount of hedged assets that is recognized in cost of sales as the underlying hedged assets are relieved from inventories and charged to cost of sales.
NOTE 9: EQUITY METHOD INVESTMENTS
In the fourth quarter of fiscal year 2024, we contributed $3 million in cash in exchange for a 25 % minority interest in a North Carolina-based hog production company, Murphy Family Farms LLC (“Murphy Family Farms”). In the first quarter of 2025 we contributed $450,000 in cash in exchange for a 9 % minority interest in another North Carolina-based hog production company, VisionAg Hog Production, LLC (“VisionAg”). As part of the formation of these entities we collectively sold approximately 178,000 sows and related inventories located on Company-owned and contract farms in North Carolina to Murphy Family Farms and VisionAg. We subsequently sold the commercial hog inventories associated with such sows to Murphy Family Farms and VisionAg. Murphy Family Farms and VisionAg are now hog suppliers to us and supply approximately 3.9 million hogs annually. We supply animal feed and other supplies and provide certain support services to Murphy Family Farms and VisionAg.
We account for Murphy Family Farms and VisionAg under the equity method of accounting as we have the ability to exercise significant influence over operating and financial policies through our ownership interest and representation on the boards of directors, respectively.
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NOTE 10: PENSION AND OTHER RETIREMENT PLANS
The following table presents the components of the net periodic pension cost for the periods indicated.
| Three Months Ended | |||||||||||
| March 29, 2026 | March 30, 2025 | ||||||||||
| (in millions) | |||||||||||
| Interest cost | $ | $ | |||||||||
| Amortization | |||||||||||
| Service cost | |||||||||||
| Expected return on plan assets | ( | ( | |||||||||
| Net periodic pension cost | $ | $ | |||||||||
The components of net periodic pension cost other than service cost, which is included in operating profit, are included in non-operating losses in the condensed consolidated statements of income.
NOTE 11: REDEEMABLE NONCONTROLLING INTERESTS
Certain noncontrolling interest holders have the right to exercise a put option that would obligate us to redeem a portion or all of their interest. These noncontrolling interests are classified as redeemable noncontrolling interests outside of equity on our condensed consolidated balance sheets. At the end of each period we adjust the value of redeemable noncontrolling interests, if necessary, to the redemption value (as defined in the subsidiary’s operating agreement) through additional paid-in capital. The following table presents the changes in redeemable noncontrolling interests for the periods presented.
Three Months Ended | |||||||||||
March 29, 2026 | March 30, 2025 | ||||||||||
(in millions) | |||||||||||
Beginning balance | $ | $ | |||||||||
Adjustment to redemption value (1) | |||||||||||
Attribution of net income | |||||||||||
Attribution of other comprehensive loss, net of tax | ( | ( | |||||||||
Ending balance | $ | $ | |||||||||
_______________
(1)See “Note 14: Fair Value Measurements” for further discussion.
NOTE 12: EQUITY
Initial Public Offering
On January 29, 2025, we completed our initial public offering (“IPO”) of 26,086,958 shares of common stock, representing 7 % of the total outstanding shares at the time, at a price of $20.00 per share. We issued 13,043,479 shares of common stock. The remaining 13,043,479 shares of common stock were sold by WH Group, through its indirect wholly owned subsidiary SFDS UK Holdings Limited (“SFDS UK”), our only shareholder at the time. We received net proceeds from the IPO of $236 million after deducting underwriting discounts, commissions and fees.
Stock-Based Compensation
In connection with our IPO, we adopted the Smithfield Foods, Inc. Omnibus Incentive Plan, under which we may grant equity-based incentives to eligible employees, non-employees and consultants. As of March 29, 2026, there were 6,114,892 shares available for grant under this plan.
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In the first quarter of 2025, we granted to certain of our directors and employees and certain directors and employees of WH Group options to purchase 9,822,467 shares of common stock at $20.00 per share and 1,527,000 restricted stock units (“RSUs”). The stock options and substantially all RSUs vest over a five-year period, with 20 2,128,291 shares of our common stock at $24.25 per share and 799,212 RSUs. The stock options and RSUs vest over a three-year period, with one third vesting immediately on the grant date and one third vesting on each of the first and second anniversaries of the grant date.
We recognized stock-based compensation expense totaling $3 million and $2 million in the first quarters of 2026 and 2025, respectively. Unrecognized compensation expense totaled $60 million as of March 29, 2026, which is expected to be recognized on a straight-line basis over the weighted average remaining vesting period of 3.1 years. No compensation expense was recognized for stock options and RSUs granted to directors and employees of WH Group. Such awards are accounted for as dividends upon settlement of the shares based on the grant-date fair value.
Accumulated Other Comprehensive Loss
The following tables present the beginning and ending balances of accumulated other comprehensive income (loss) by component.
| Three Months Ended March 29, 2026 | |||||||||||||||||||||||
| Foreign Currency Translation | Pension Accounting | Hedge Accounting | Accumulated Other Comprehensive Loss | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Balance, December 28, 2025 | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ( | ( | ||||||||||||||||||||
| Balance, March 29, 2026 | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Three Months Ended March 30, 2025 | |||||||||||||||||||||||
| Foreign Currency Translation | Pension Accounting | Hedge Accounting | Accumulated Other Comprehensive Loss | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Balance, December 29, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ||||||||||||||||||||||
| Balance, March 30, 2025 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
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Other Comprehensive Income (Loss)
The following table presents the details of other comprehensive income (loss).
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| March 29, 2026 | March 30, 2025 | ||||||||||||||||||||||||||||||||||
| Before Tax | Tax | After Tax | Before Tax | Tax | After Tax | ||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||
| Foreign currency translation: | |||||||||||||||||||||||||||||||||||
Translation losses (1) | $ | ( | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||
| Retirement benefits: | |||||||||||||||||||||||||||||||||||
Amortization of actuarial losses and prior service credits reclassified to non-operating losses | ( | ( | |||||||||||||||||||||||||||||||||
| Derivatives: | |||||||||||||||||||||||||||||||||||
| Gains (losses) arising during the period | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Losses reclassified to sales | ( | ||||||||||||||||||||||||||||||||||
| (Gains) losses reclassified to cost of sales | ( | ( | |||||||||||||||||||||||||||||||||
| Total other comprehensive income (loss) | $ | ( | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||
| Other comprehensive loss attributable to noncontrolling interest | ( | ( | |||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) attributable to Smithfield | $ | ( | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||
________________
NOTE 13: EARNINGS PER SHARE
The following table provides the weighted-average shares used in the denominator for those computations.
| Three Months Ended | |||||||||||
| March 29, 2026 | March 30, 2025 | ||||||||||
| Basic weighted-average shares outstanding | |||||||||||
| Add: Dilutive effect of stock options and RSUs | |||||||||||
Diluted weighted-average shares outstanding (1) | |||||||||||
__________________
(1)We excluded 467,756 and 5,275,901 stock options from the computation of diluted weighted-average shares outstanding for the three months ended March 29, 2026 and March 30, 2025, respectively, because their effect would have been anti-dilutive.
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NOTE 14: FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We are required to consider and reflect the assumptions of market participants in fair value calculations. These factors include nonperformance risk (the risk that an obligation will not be fulfilled) and credit risk, both of the reporting entity (for liabilities) and of the counterparty (for assets).
We use, as appropriate, a market approach (generally, data from market transactions), an income approach (generally, present value techniques), and/or a cost approach (generally, replacement cost) to measure the fair value of an asset or liability. These valuation approaches incorporate inputs, such as observable, independent market data, that we believe are predicated on the assumptions market participants would use to price an asset or liability. These inputs may incorporate, as applicable, certain risks such as nonperformance risk, which includes credit risk.
The FASB has established a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The fair value hierarchy gives the highest priority to quoted market prices (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of inputs used to measure fair value are as follows:
•Level 1—Quoted prices in active markets for identical assets or liabilities accessible by the reporting entity.
•Level 2—Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
•Level 3—Unobservable for an asset or liability. Unobservable inputs should only be used to the extent observable inputs are not available.
We have classified assets and liabilities measured at fair value based on the lowest level of input that is significant to the fair value measurement. For the periods presented, we had no transfers of assets or liabilities between levels within the fair value hierarchy. The timing of any such transfers would be determined at the end of each reporting period.
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Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following tables set forth, by level within the fair value hierarchy, our financial assets and liabilities that were measured at fair value on a recurring basis.
| March 29, 2026 | December 28, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Derivatives: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Commodity derivative contracts | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Foreign exchange contracts | ||||||||||||||||||||||||||||||||||||||||||||||||||
Exchange traded funds (1) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Mutual funds (1) (2) | ||||||||||||||||||||||||||||||||||||||||||||||||||
TPG Rise Climate, L.P. investment fund (2) (3) | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Commodity derivative contracts | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
__________________
(1)Exchange traded funds and mutual funds are held in rabbi trusts to fund nonqualified defined benefit pension and deferred compensation plans. These assets are restricted to satisfy our liabilities for these plans and are subject to the claims of our general creditors in the event of insolvency. These trusts are VIEs and are included in our condensed consolidated financial statements. These assets are classified in other assets on the condensed consolidated balance sheets except for the amount of participant distributions scheduled to occur within twelve months of the balance sheet dates, which are classified in prepaid expenses and other current assets.
(2)Funds that are not publicly traded are estimated at fair value using the net asset value (“NAV”) per share of the investment as a practical expedient and are not categorized in the fair value hierarchy. Therefore, the sum of the values categorized in the fair value hierarchy above do not agree to the total.
(3)The TPG Rise Climate, L.P. investment fund (“TPG fund”) is classified in other assets on the condensed consolidated balance sheets. Our unfunded commitment to the TPG fund was $7 million and $5 million as of March 29, 2026 and December 28, 2025, respectively. The TPG fund returns capital through periodic distributions, which are made at the discretion of the fund. The TPG fund has a termination date of December 31, 2034 with no redemption rights prior to termination, and any remaining capital is returned at the end of the term through asset sales or final distributions.
The following are descriptions of the valuation methodologies and key inputs used to measure financial assets and liabilities recorded at fair value on a recurring basis:
•Derivatives—Derivatives classified within Level 1 are valued using quoted market prices. In some cases where quoted market prices are not available, we value the derivatives using market-based pricing models that utilize the net present value of estimated future cash flows to calculate fair value, in which case the measurements are classified within Level 2. These valuation models make use of market-based observable inputs, including exchange traded prices and rates, yield curves, credit curves and measures of volatility. Level 3 derivatives are valued based on diesel fuel prices and use both observable and unobservable inputs. There is a lack of price transparency with respect to forward prices for diesel fuel. Such unobservable inputs are significant to the diesel fuel derivative contract valuation methodology.
•Exchange-traded funds (“ETFs”)—ETFs consist of publicly traded investment funds that are valued using quoted market prices on active exchanges and are categorized in Level 1 within the fair value hierarchy.
•Mutual funds—Mutual funds consist of publicly traded funds and other institutional funds that are not publicly traded. Publicly traded mutual funds are measured at fair value using quoted market prices and are
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categorized in Level 1 within the fair value hierarchy. Institutional funds that are not publicly traded and estimated using the NAV per share of the investment as a practical expedient.
•TPG fund—The TPG fund is not publicly traded and does not have a readily determinable fair value. Fair value is estimated using the NAV of the investment as a practical expedient. The NAV is based on the fair value of the underlying assets owned by the fund, minus its liabilities, then multiplied by the percentage ownership of the fund.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Certain assets and liabilities are measured at fair value on a nonrecurring basis after initial recognition; that is, the assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances, for example, when there is evidence of impairment. For the three months ended March 29, 2026 and March 30, 2025, we had no significant assets or liabilities that were measured and recorded at fair value on a nonrecurring basis after initial recognition.
Redeemable Noncontrolling Interest
The redemption value for the noncontrolling interest in Granjas Carroll de Mexico, S. de R.L. de C.V., (commonly known as “Altosano”) is fair value. We estimate the redemption value of Altosano using an income and a market approach. Under the income approach, fair value is estimated by discounting projected cash flows. Under the market approach, the fair value is estimated by reference to guideline companies that are reasonably comparable based on the valuation multiples of earnings before interest, taxes, depreciation and amortization (“EBITDA”). The significant unobservable inputs used in the determination of the fair value have an inherent measurement uncertainty that if changed could result in higher or lower fair value measurements as of the reporting date. The following table provides the significant unobservable level 3 inputs used in the valuation.
| Unobservable Inputs | March 29, 2026 | December 28, 2025 | ||||||||||||
| Weighted-average cost of capital | % | % | ||||||||||||
| Growth rate | % | % | ||||||||||||
| EBITDA multiple | ||||||||||||||
| Control premium | % | % | ||||||||||||
Other Financial Instruments
We determine the fair value of fixed-rate debt using Level 2 inputs based on quoted market prices. The carrying amount of all other debt approximates fair value as those instruments are based on variable interest rates. The following table presents the fair value and carrying value of total debt.
| March 29, 2026 | December 28, 2025 | ||||||||||||||||||||||
| Fair Value | Carrying Value | Fair Value | Carrying Value | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Total debt | $ | $ | $ | $ | |||||||||||||||||||
The carrying amounts of cash and cash equivalents, accounts receivable, notes payable and accounts payable approximate their fair values because of the relatively short-term maturity of these instruments.
Concentrations of Credit Risk
Our financial instruments exposed to concentrations of credit risk consist primarily of cash and cash equivalents, accounts and notes receivable and derivatives. We may be exposed to losses in the event of nonperformance by our banks, customers, brokers or other counterparties.
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We have significant concentrations of credit risk associated with our cash and cash equivalents. However, our cash and cash equivalents are held by numerous major financial institutions that maintain certain minimum investment grade credit ratings.
Concentrations of credit risk with respect to accounts and notes receivable are limited due to our large number of customers. We perform periodic credit evaluations of our customers’ financial condition and generally do not require collateral. As of March 29, 2026, we had accounts and notes receivable from Murphy Family Farms and VisionAg totaling $232 million and $45 million, respectively. A portion of these balances are secured by the breeding stock and inventories owned by Murphy Family Farms and VisionAg. We have agreements to purchase approximately 3.2 million and 650,000 market hogs annually from Murphy Family Farms and VisionAg, respectively, which further mitigates our exposure to potential credit risk.
Additionally, as of March 29, 2026, 12.8 % of our accounts receivable balance was due from Walmart Inc., including its subsidiary Sam’s West, Inc. No other single customer or customer group represented 10% or greater of our accounts receivable.
NOTE 15: REGULATION AND CONTINGENCIES
Like other participants in our industry, we are subject to various laws and regulations administered by federal, state and other government entities, including the U.S. Environmental Protection Agency and corresponding state agencies, as well as the U.S. Department of Agriculture, the Grain Inspection, Packers and Stockyard Administration, the U.S. Food and Drug Administration, the U.S. Occupational Safety and Health Administration, the Commodity and Futures Trading Commission and similar agencies in foreign countries.
We, from time-to-time, receive notices and inquiries from regulatory authorities and others asserting that we are not in compliance with such laws and regulations. In some instances, litigation ensues. In addition, individuals may initiate litigation against us.
As of March 29, 2026 and December 28, 2025, we had contingent liabilities totaling $149 not
Antitrust Price-Fixing Litigation
The Company has been named as one of 16 defendants in a series of class actions filed in 2018 in the U.S. District Court for the District of Minnesota alleging antitrust violations in the pork industry. The class cases were filed by three different groups of plaintiffs. In all of these cases, the plaintiffs alleged that starting in 2009 and continuing through at least June of 2018, the defendant pork producers agreed to reduce the supply of hogs in the U.S. in order to raise the price of hogs and all pork products. The plaintiffs in all of these cases also challenged the defendant pork producers’ use of benchmarking reports from defendant Agri Stats, Inc., alleging that the reports allowed the pork producers to share proprietary information and monitor each producer’s compliance with the supposed agreement to reduce supply. We made payments of $75 million, $42 million and $77 million in fiscal years 2023, 2022 and 2021, respectively, to settle all class claims.
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In addition to the class actions, the Company has been named as a defendant in similar antitrust lawsuits and related claims brought by a number of individual parties who opted out of the classes. The plaintiffs in the non-class cases assert the same or similar antitrust claims as the plaintiffs in the class actions. The Company has entered into negotiations with many of these claimants and has settled certain of these cases. Currently, 14 of these cases are pending against the Company.
The Attorneys General for the states of New Mexico and Alaska and the Commonwealth of Puerto Rico have filed similar complaints on behalf of their respective states, territories, agencies and citizens. The Company has settled all of these cases. In July 2025, the Company received a civil investigative demand from the Attorney General for the state of Washington seeking information related to this antitrust litigation. The Company intends to vigorously defend against the remaining claims.
Antitrust Wage-Fixing Litigation
On November 11, 2022, Smithfield Foods, Inc. and our wholly-owned subsidiary, Smithfield Packaged Meats Corp., were named as two of the numerous defendants in a purported class action complaint filed in the U.S. District Court for the District of Colorado alleging wage-fixing violations in the red meat industry. The plaintiffs allege that the defendants, most of whom operate beef or pork processing plants, conspired to suppress wages paid to plant workers in the U.S. in violation of the antitrust laws. The plaintiffs sought damages on behalf of all employees of defendants and their subsidiaries from January 1, 2014, to the present. The plaintiffs also sought treble damages and attorneys’ fees. The defendants filed motions to dismiss the complaint, which were largely denied by the court on September 27, 2023. The plaintiffs subsequently amended their complaint adding additional defendants, including our wholly-owned subsidiary, Murphy-Brown of Missouri, LLC (which has been dismissed voluntarily), and expanding the class period back to 2000.
On April 5, 2024, the non-settled defendants moved to dismiss the amended complaint. On March 26, 2025, the court granted in part defendants’ motion to dismiss the amended complaint and held that certain of plaintiffs’ new allegations are barred by the statute of limitations. We filed our answers to the amended complaint on May 9, 2025. The parties have commenced discovery and all defendants other than the Smithfield defendants have now settled. We intend to vigorously defend against these claims.
Insurance Claims
We maintain comprehensive general liability and property insurance, including business interruption insurance, with loss limits that we believe provide substantial and broad coverage for potential losses.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and accompanying notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q and the Annual Report on Form 10-K filed for the fiscal year ended December 28, 2025. The information reflects all normal recurring adjustments, which we believe are necessary to present fairly the financial position and results of operations for all periods included. Totals and percentages may be affected by rounding. Certain prior period amounts have been reclassified to conform to the current period presentation.
Overview
Smithfield Foods, Inc., together with its subsidiaries (“Smithfield,” “the Company,” “we,” “us” or “our”) is an American food company that employs approximately 32,000 people in the United States (“U.S.”) and 2,500 people in Mexico. We boast a portfolio of high-quality, iconic brands, such as Smithfield®, Eckrich® and Nathan’s Famous®, among many others. We are an indirect, majority-owned subsidiary of Hong Kong-based WH Group Limited (“WH Group”).
Our elected fiscal year is the 52-week or 53-week period which ends on the Sunday nearest to December 31. Each of the first quarters of fiscal years 2026 and 2025, which ended on March 29, 2026 and March 30, 2025, respectively, consisted of 13 weeks.
We conduct our operations through three reportable segments: Packaged Meats, Fresh Pork and Hog Production. We also conduct operations through two other operating segments, Mexico and Bioscience, which are aggregated and reported as “Other.”
Packaged Meats Segment
The Packaged Meats segment consists of our U.S. operations that process fresh meat into a wide variety of packaged meats products, including bacon, sausage, hot dogs, deli and lunch meats, dry sausage products (such as pepperoni and genoa salami), ham products, ready-to-eat products and prepared foods (such as pre-cooked entrees, bacon and sausage). Approximately 80% of the Packaged Meats segment’s raw materials are sourced from our Fresh Pork segment. We market our domestic packaged meats products under a strategic set of core brands, which include: Smithfield, Eckrich, Nathan’s Famous, Farmland, Armour, Farmer John, Kretschmar, Krakus, John Morrell, Cook’s, Gwaltney, Carando, Margherita, Curly’s and Smithfield Culinary. We also sell a sizeable portion of our packaged meats products as private label products. The majority of the Packaged Meats segment’s products are sold to retail and foodservice customers in the U.S.
Fresh Pork Segment
The Fresh Pork segment consists of our U.S. operations that process live hogs into a wide variety of primal, sub-primal and offal products, such as bellies, butts, hams, loins, picnics and ribs. The Fresh Pork segment sources approximately 40% of its raw materials from our Hog Production segment, with the remainder from farmers with whom we partner across the U.S. Approximately one-third of our fresh pork products, including the majority of hams, bellies and trimmings, is transferred to our Packaged Meats segment. Externally, we sell our fresh pork products to domestic retail, foodservice and industrial customers, as well as to export markets, including, among others, Mexico, China, Japan, South Korea and Canada.
Hog Production Segment
The Hog Production segment consists of our hog production operations in the U.S., which produce and raise our hogs on numerous Company-owned farms and farms that are owned and operated by contract farmers. Nearly all of the hogs produced by this segment are processed by our Fresh Pork segment. The Hog Production segment also sells livestock feed and grains and provides transportation and other ancillary services to external customers. In fiscal year 2025 and the first quarter of fiscal year 2026, approximately 60% of the Hog Production segment’s cost of goods sold was from animal feed, which is derived primarily from corn and soybean meal.
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Key Factors and Recent Developments Affecting Our Results of Operations and Financial Condition
Our operating results and financial condition have been and/or may be impacted in the future by several key factors and recent developments.
Growth Strategies
The strategic initiatives we are executing across our segments are complemented and enabled by our strong balance sheet and ongoing operational investments, positioning us for future growth. We have several strategic initiatives to grow our business, reduce costs and enhance our profitability and margins. A comprehensive discussion of our growth strategies is provided in Part II, Item 1. Business—Our Growth Strategies in our Annual Report on Form 10-K for the fiscal year ended December 28, 2025.
Sales Drivers
We are focused on driving profitable growth through our Packaged Meats segment. Within the Packaged Meats segment, the primary factors impacting sales of our brands are household penetration, consumption levels, price point and product offerings. As a result, we have pursued strategies that we believe best align our products with consumer trends and behavior. We have shifted our portfolio towards a higher mix of value-added and margin accretive products while leveraging the breadth of our offerings to further penetrate across dayparts. We look to increase brand awareness and encourage consumer adoption of our products through product and packaging innovation and effective and appealing marketing strategies while maintaining our promise to consumers to offer high-quality products for every budget. We have also expanded to new categories and grown distribution of under-indexed brands in under-penetrated locations. In addition, we seek to increase sales in packaged meats products by driving volumes of our private label and foodservice products, by expanding our customer relationships and by offering quality selections across the value chain.
The U.S. packaged meats market is supported by long-term secular tailwinds, including consumer demand for high-protein diets, high-quality nutrition, product versatility and convenience. We expect these tailwinds to continue to drive increases in overall meat consumption. Nevertheless, changes in market trends and consumer preferences could adversely affect our results of operations.
In our Fresh Pork segment, the primary drivers of external sales are the consistent level of global pork consumption, our ability to maximize the value of each hog and our ability to leverage our different end markets including retail, foodservice, industrial and export channels. Through ongoing product innovation, we seek to appeal to ever-changing consumer preferences, including demand for convenience and smaller portion sizes as well as expanded interests in new and varied flavors. We also seek to increase the value of raw materials through whole-hog utilization and by appealing to differentiated, global tastes and preferences. We leverage multiple sales channels to optimize profitability, including value-added retail, export markets, industrial, pharmaceutical and pet foods.
Cost Factors
Our cost as a percentage of sales varies based on fluctuations of raw material prices, as well as manufacturing, distribution and marketing costs. Raw materials are the largest component of our total cost of goods sold, with feed ingredients and hogs accounting for the majority share. The prices of feed ingredients, hogs and pork fluctuate based on market dynamics which can affect our margins. In addition, our operating costs are affected by fuel prices, which also fluctuate based on market dynamics. We enter into hedging transactions for commodities such as feed ingredients, hogs and fuel when we determine conditions are appropriate to mitigate the inherent price risks. While this hedging may limit our ability to participate in gains from favorable commodity fluctuations, it also reduces the risk of loss from adverse changes in raw material prices.
We continue to optimize the size of our hog production operations and procure a greater mix of hogs from independent suppliers with market-based supply agreements in order to supply our Fresh Pork segment. We have reduced the size of our internal hog production from a peak of 17.6 million head in 2019 to 11.1 million head in 2025, which represents approximately 40% of the hogs processed by our Fresh Pork segment. We continue to explore opportunities to reduce internal production over the medium term.
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We are pursuing best-in-class manufacturing principles in our plants by employing automation to redeploy labor to higher value tasks, increasing yields and driving efficiency by reducing complexity. In our logistics and distribution network, we actively manage transportation and warehousing costs by evaluating transportation carrier mix, optimizing transportation routes, maximizing utilization of our cold storage and trucking assets, improving supply and demand planning and optimizing inventory levels.
Our results of operations will continue to depend on our ability to (1) manage raw material cost movements through optimizing our hog production operations, hedging, forward purchasing, strategic sourcing negotiations and passing inflationary cost increases to customers, (2) operate our manufacturing and logistics footprint efficiently and competitively and (3) continue to attract and retain customers and consumers through effective sales and marketing spend.
Initial Public Offering
On January 29, 2025, we completed our initial public offering (“IPO”) of 26,086,958 shares of common stock, representing 7% of the total outstanding shares, at a price of $20.00 per share. We issued 13,043,479 shares of common stock bringing the total number of outstanding shares to 393,112,711. The remaining 13,043,479 shares of common stock were sold by WH Group, through its indirect wholly owned subsidiary SFDS UK Holdings Limited, our only shareholder at the time. We received net proceeds from the IPO of $236 million after deducting underwriting discounts, commissions and fees. As a result of the IPO, our common stock is listed on the Nasdaq Global Select Market under the ticker “SFD.”
Tariffs
We export our products to over 30 countries, including China. Those exports primarily consist of fresh pork products. For the quarter ended March 29, 2026, our export sales into China accounted for approximately 2% of our total sales. As of March 29, 2026, products we export to China faced tariffs that ranged from 25% to 47%, with most products subject to 47% tariff rates.
Trade relations between the U.S. and China are fluid. China previously had proposed imposing tariff rates on our products ranging from 140% to 172%, but implementation of those increased rates have been repeatedly paused. It is impossible for us to predict whether tariff rates imposed on our products by China will increase, decrease or stay the same, or whether China will ban imports from the U.S. altogether, and we will adjust our sales strategy accordingly.
Geopolitical Conflicts and Market Volatility
Recent hostilities and geopolitical tensions in multiple regions, including the Middle East, Ukraine, and parts of Central and South America, have contributed to increased volatility in global oil, energy, commodity and transportation markets. Ongoing sanctions, export controls, and other governmental actions associated with these conflicts have impacted and may continue to impact the price and availability of oil and other key inputs. Energy prices directly influence freight, logistics and certain raw material costs across our supply chain, which have increased and may continue to increase our operating costs. In addition, these conditions have disrupted trade flows and contributed to broader macroeconomic uncertainty, which could impact demand for our products. The duration and overall impact of these conflicts remain uncertain. We will continue to monitor developments and take measures to minimize the impact on our operations.
Litigation
Like other participants in our industry, we are subject to various laws and regulations administered by federal, state and other government entities, including the U.S. Environmental Protection Agency and corresponding state agencies, as well as the U.S. Department of Agriculture (“USDA”), the Grain Inspection, Packers and Stockyard Administration, the U.S. Food and Drug Administration, the U.S. Occupational Safety and Health Administration, the Commodity and Futures Trading Commission and similar agencies in foreign countries.
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We, from time-to-time, receive notices and inquiries from regulatory authorities and others asserting that we are not in compliance with such laws and regulations. In some instances, litigation ensues. In addition, individuals may initiate litigation against us.
As of March 29, 2026 and December 28, 2025, we had contingent liabilities totaling $149 million in accrued expenses and other current liabilities on the condensed consolidated balance sheets related to litigation matters. We did not record any significant charges for litigation matters in the three months ended March 29, 2026 and March 30, 2025. These matters will not affect our profits or losses in future periods unless our accruals prove to be insufficient or excessive. It is reasonably possible that a change in our estimates may occur in the near term and that our accruals could be insufficient. We are unable to estimate the amount of possible loss in excess of our accruals, which could be material.
For further information related to our litigation matters, refer to “Note 15: Regulation and Contingencies” to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Sioux Falls Plant Construction
On February 16, 2026, we announced that we had initiated the approval process to construct a new state-of-the-art combined fresh pork and packaged meats processing facility in Sioux Falls, South Dakota. The proposed facility would replace our existing 117-year-old plant currently located in Sioux Falls, South Dakota. Our preliminary estimate of the proposed investment is up to $1.3 billion over the next three years. This investment is contingent on approval by the Company’s board of directors as well as permitting and other regulatory approvals. If approved, construction is anticipated to begin in the first half of 2027 with production estimated to commence by the end of 2028. Additionally, if the project moves forward, we plan to accelerate depreciation and may incur other incremental costs related to closing the existing plant, which are currently under evaluation.
Nathan’s Famous Pending Acquisition
On January 20, 2026, we entered into an agreement to acquire all of the issued and outstanding shares of Nathan’s Famous Inc. (“Nathan’s”) for $102.00 per share in cash. The acquisition is expected to be funded using cash on hand. Since March 2014, we have held an exclusive license to manufacture, distribute, market and sell “Nathan’s Famous” branded hot dogs, sausages, corned beef and certain other ancillary products through retail outlets in the U.S. and Canada and Sam’s Clubs in Mexico. The license is scheduled to expire in March 2032. Completion of the transaction remains contingent upon meeting several conditions specified in the merger agreement. These include securing approval from the holders of a majority of Nathan’s outstanding common stock, obtaining clearance from the Committee on Foreign Investment in the United States (“CFIUS”), and fulfilling other standard closing requirements. However, given the impact of the partial government shutdown on statutory deadlines for CFIUS’s review process, our anticipated closing timeline has shifted, and we now expect the transaction to close in the second half of 2026.
Restructuring and Optimization
Springfield, Massachusetts Facility
On February 6, 2026, we announced our decision to exit our leased Springfield, Massachusetts dry sausage production facility by the end of August 2026 and consolidate production across our network, including at our recently acquired Nashville, Tennessee facility. The decision to close the Springfield facility is part of the Company’s ongoing efforts to optimize its manufacturing footprint and improve operational and cost efficiencies. In the first quarter of 2026, we recognized $2 million in accelerated depreciation and employee termination benefits in cost of sales in the condensed consolidated statement of income. We expect to recognize additional charges associated with the exit of the facility totaling approximately $8 million over the second and third quarters of fiscal year 2026.
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Administrative Process Optimization
In the fourth quarter of 2025, we commenced an initiative to modernize and optimize certain of our administrative and transactional processes. As part of this initiative, we will employ new and advanced technologies, including artificial intelligence and robotic process automation, that will allow us to drive significant improvements in operational efficiency and productivity. As a result of this initiative, we recognized $1 million in restructuring costs in selling, general and administrative expenses (“SG&A”) in the condensed consolidated statement of income in the first quarter of fiscal year 2026 and anticipate additional one-time restructuring costs totaling approximately $10 million for the remainder of fiscal year 2026.
Workforce Reduction
In the first quarter of 2025, we implemented a reduction in workforce initiative to streamline our operations and reduce operating expenses. We eliminated certain corporate and plant positions and recognized employee termination benefit costs totaling $9 million in the condensed consolidated statement of income in the first quarter of 2025 with $6 million classified in SG&A and $2 million classified in cost of sales.
Hog Production Reform
Beginning in 2023, we undertook a number of actions to optimize the size of our Hog Production segment’s operations and improve its cost structure, including ceasing certain farm operations, terminating certain agreements with underperforming contract farmers and reducing the size of our hog production business (“Hog Production Reform”).
In the fourth quarter of fiscal year 2024, we contributed $3 million in cash in exchange for a 25% minority interest in a North Carolina-based hog production company, Murphy Family Farms LLC (“Murphy Family Farms”). In the first quarter of 2025 we contributed $450,000 in cash in exchange for a 9% minority interest in another North Carolina-based hog production company, VisionAg Hog Production, LLC (“VisionAg”). As part of the formation of these entities we collectively sold approximately 178,000 sows and related inventories located on Company-owned and contract farms in North Carolina to Murphy Family Farms and VisionAg. We subsequently sold the commercial hog inventories associated with such sows to Murphy Family Farms and VisionAg. Murphy Family Farms and VisionAg are now hog suppliers to us and supply approximately 3.9 million hogs annually. We supply animal feed and other supplies and provide certain support services to Murphy Family Farms and VisionAg.
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Results of Operations
Consolidated Results
| Three Months Ended | |||||||||||||||||||||||
| March 29, 2026 | March 30, 2025 | $ Change | % Change | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Sales | $ | 3,800 | $ | 3,771 | $ | 29 | 0.8 | % | |||||||||||||||
| Cost of sales | 3,289 | 3,262 | 28 | 0.8 | % | ||||||||||||||||||
| Gross profit | 511 | 510 | 2 | 0.4 | % | ||||||||||||||||||
| Selling, general and administrative expenses | 180 | 197 | (17) | (8.6) | % | ||||||||||||||||||
| Operating gains | (1) | (9) | 8 | (84.9) | % | ||||||||||||||||||
| Operating profit | 333 | 321 | 11 | 3.4 | % | ||||||||||||||||||
| Interest expense, net | 8 | 11 | (3) | (28.6) | % | ||||||||||||||||||
| Non-operating losses | 1 | 6 | (5) | (79.8) | % | ||||||||||||||||||
| Income before income taxes | 323 | 304 | 19 | 6.4 | % | ||||||||||||||||||
| Income tax expense | 72 | 72 | — | 0.3 | % | ||||||||||||||||||
| Loss from equity method investments | 2 | 5 | (3) | (63.0) | % | ||||||||||||||||||
| Net income | 249 | 227 | 22 | 9.9 | % | ||||||||||||||||||
| Net income attributable to noncontrolling interests | 4 | 4 | — | 1.6 | % | ||||||||||||||||||
| Net income attributable to Smithfield | $ | 246 | $ | 224 | $ | 22 | 10.0 | % | |||||||||||||||
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Operating Profit (Loss) and Operating Profit Margin by Segment
| Three Months Ended | |||||||||||||||||||||||
| March 29, 2026 | March 30, 2025 | Change | % Change | ||||||||||||||||||||
| (in millions, except percentages and basis points) | |||||||||||||||||||||||
| Operating profit: | |||||||||||||||||||||||
| Packaged Meats | $ | 275 | $ | 266 | $ | 9 | 3.6 | % | |||||||||||||||
| Fresh Pork | 78 | 82 | (4) | (4.3) | % | ||||||||||||||||||
| Hog Production | 4 | 1 | 3 | 282.6 | % | ||||||||||||||||||
| Other | 12 | 14 | (3) | (18.4) | % | ||||||||||||||||||
| Corporate expenses | (26) | (29) | 3 | 11.0 | % | ||||||||||||||||||
Unallocated (1) | (10) | (12) | 2 | 13.2 | % | ||||||||||||||||||
| Operating profit | $ | 333 | $ | 321 | $ | 11 | 3.4 | % | |||||||||||||||
| Operating profit margin: | |||||||||||||||||||||||
| Packaged Meats | 12.8 | % | 13.1 | % | (32) | bps | |||||||||||||||||
| Fresh Pork | 3.9 | % | 4.0 | % | (13) | bps | |||||||||||||||||
| Hog Production | 0.5 | % | 0.1 | % | 41 | bps | |||||||||||||||||
| Other | 6.7 | % | 13.7 | % | (700) | bps | |||||||||||||||||
| Consolidated | 8.7 | % | 8.5 | % | 22 | bps | |||||||||||||||||
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(1) We do not allocate certain items to our operating segments such as litigation charges, exit and disposal costs, insurance recoveries, gains and losses on the sale of property, plant and equipment and other assets, accelerated depreciation, and employee termination benefits, among others.
Results of Operations Analysis
The following discussion provides an analysis of our results of operations for the first quarter of 2026 compared to the first quarter of 2025.
Sales
| Three Months Ended | |||||||||||||||||||||||
| March 29, 2026 | March 30, 2025 | $ Change | % Change | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Sales by segment: | |||||||||||||||||||||||
| Packaged Meats | $ | 2,149 | $ | 2,024 | $ | 125 | 6.2 | % | |||||||||||||||
| Fresh Pork | 2,012 | 2,033 | (21) | (1.1) | % | ||||||||||||||||||
| Hog Production | 769 | 932 | (163) | (17.5) | % | ||||||||||||||||||
| Other | 174 | 104 | 70 | 66.9 | % | ||||||||||||||||||
| Total segment sales | 5,103 | 5,093 | 10 | 0.2 | % | ||||||||||||||||||
Inter-segment sales eliminations: | |||||||||||||||||||||||
Fresh Pork | (784) | (787) | 3 | (0.4) | % | ||||||||||||||||||
Hog Production | (519) | (535) | 16 | (3.1) | % | ||||||||||||||||||
| Total inter-segment sales eliminations | (1,303) | (1,322) | 19 | (1.5) | % | ||||||||||||||||||
| Consolidated sales | $ | 3,800 | $ | 3,771 | $ | 29 | 0.8 | % | |||||||||||||||
Packaged Meats. Segment sales increased by $125 million, or 6.2%, primarily attributable to a 3.5% increase in sales volume and a 2.6% increase in our average sales price. The increase in volume was primarily attributable to higher holiday ham sales due to the timing of Easter, which occurred earlier in 2026 as compared to 2025. The
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increase in average sales price was primarily due to higher raw material costs, which translated into higher sales prices of our packaged meats products.
Fresh Pork. Segment sales decreased by $21 million, or 1.1%, primarily attributable to a 2.6% decrease in sales volume partially offset by a 1.5% increase in our average sales price. The decrease in volume was primarily driven by a 2.1% decline in the number of hogs harvested. The increase in our average sales price is directionally aligned with the 1.1% increase in the fresh pork cut-out values reported by the USDA, which averaged $0.96 per pound in the first quarter of 2026, primarily due to continued strong demand for pork despite a slight increase in U.S. pork production.
Hog Production. Segment sales decreased by $163 million, or 17.5%, primarily due to the one-time sale of commercial hog inventories in the first quarter of 2025 in connection with the formation of Murphy Family Farms and VisionAg. The number of market hogs sold decreased by 125,000, or 4.2%, year-over-year primarily due to the formation of these entities. These decreases were partially offset by:
•A 0.9% increase in our average market hog sales price, inclusive of the effects of hedging, driven by a higher lean hog price index published by the Chicago Mercantile Exchange (“CME”).
•A $7 million increase in other sales to Murphy Family Farms and VisionAg.
Other. Segment sales increased by $70 million, or 66.9%, due to a 63.5% increase in volume and a $24 million increase from the favorable impact of foreign currency translation, partially offset by a 9.9% decrease in the average sales price in our Mexico operations. Sales volume increased due to higher production driven by improved capacity utilization and higher sales of our Fresh Pork segment products through our Mexico operations. The decrease in average sales price was largely driven by lower market prices for fresh pork and live hogs in Mexico.
Inter-segment Eliminations
•Hog Production. The decrease in inter-segment sales by our Hog Production segment was attributable to our strategic initiative to optimize our hog production operations, which reduced the number of hogs produced by our Hog Production segment.
Cost of Sales
| Three Months Ended | |||||||||||||||||||||||
| March 29, 2026 | March 30, 2025 | $ Change | % Change | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
Packaged Meats | $ | 1,781 | $ | 1,665 | $ | 116 | 7.0 | % | |||||||||||||||
Fresh Pork | 1,895 | 1,906 | (12) | (0.6) | % | ||||||||||||||||||
Hog Production | 755 | 919 | (164) | (17.8) | % | ||||||||||||||||||
Other | 156 | 84 | 72 | 85.7 | % | ||||||||||||||||||
Unallocated | 5 | 9 | (4) | (46.2) | % | ||||||||||||||||||
| Inter-segment eliminations | (1,303) | (1,322) | 19 | (1.5) | % | ||||||||||||||||||
| Cost of sales | $ | 3,289 | $ | 3,262 | $ | 28 | 0.8 | % | |||||||||||||||
Packaged Meats. Cost of sales in our Packaged Meats segment increased by $116 million, or 7.0%, driven primarily by a $94 million increase in raw material costs and higher sales volume attributable to the timing of the Easter holiday. Additionally, manufacturing and distribution costs increased by $22 million due in part to the increase in sales volume.
Fresh Pork. Cost of sales in our Fresh Pork segment decreased by $12 million, or 0.6%, driven primarily by a $17 million decrease in raw material costs, partially offset by a $5 million increase in manufacturing and distribution
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costs. The decrease in raw material costs was driven by lower sales volume, partially offset by higher market prices for live hogs.
Hog Production. Cost of sales in our Hog Production segment decreased by $164 million, or 17.8%, primarily due the one-time sale of commercial hog inventories to Murphy Family Farms and VisionAg in the first quarter of 2025. Additionally, raw material costs decreased by $21 million largely attributable to the reduction in the size of our hog production operations.
Other. Cost of sales in our Other segment increased by $72 million, or 85.7%, driven primarily by a $53 million increase in raw material costs and a $14 million increase in manufacturing and distribution costs in our Mexico operations, mainly attributable to the increase in sales volume and the impact of foreign currency translation.
Selling, General and Administrative Expenses
| Three Months Ended | |||||||||||||||||||||||
| March 29, 2026 | March 30, 2025 | $ Change | % Change | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
Packaged Meats | $ | 92 | $ | 93 | $ | (1) | (0.6) | % | |||||||||||||||
Fresh Pork | 39 | 46 | (6) | (14.0) | % | ||||||||||||||||||
Hog Production | 10 | 12 | (2) | (17.0) | % | ||||||||||||||||||
Other | 6 | 6 | — | 6.3 | % | ||||||||||||||||||
Corporate expenses | 26 | 29 | (3) | (11.0) | % | ||||||||||||||||||
| Unallocated | 7 | 12 | (5) | (43.1) | % | ||||||||||||||||||
| Selling, general and administrative expenses | $ | 180 | $ | 197 | $ | (17) | (8.6) | % | |||||||||||||||
SG&A decreased by $17 million, or 8.6%, driven by a continued focus on cost reduction and disciplined spending, partially offset by a $4 million increase in marketing and advertising expense. Additionally, the first quarter of 2025 included a $6 million charge for employee termination benefits associated with a workforce reduction initiative, which was not allocated to our business segments.
Operating Gains
The following table provides details of operating gains.
| Three Months Ended | |||||||||||
| March 29, 2026 | March 30, 2025 | ||||||||||
| (in millions) | |||||||||||
| Gain on disposal of assets | $ | (1) | $ | (2) | |||||||
Insurance recoveries (1) | — | (6) | |||||||||
| Other operating gains | — | (1) | |||||||||
| Operating gains | $ | (1) | $ | (9) | |||||||
________________
(1)Consists of a gain recognized in connection with a settlement of an insurance claim associated with property damage.
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Non-Operating Losses
The following table provides details of non-operating (gains) losses.
| Three Months Ended | |||||||||||
| March 29, 2026 | March 30, 2025 | ||||||||||
| (in millions) | |||||||||||
Loss on assets held in rabbi trusts (1) | $ | 3 | $ | 2 | |||||||
Net pension and postretirement benefits cost (2) | — | 4 | |||||||||
| Other non-operating gains | (2) | — | |||||||||
| Non-operating losses | $ | 1 | $ | 6 | |||||||
________________
(1)Assets held in rabbi trusts are used to fund nonqualified defined benefit pension and deferred compensation plans.
(2)Includes the components of net pension and postretirement benefits cost other than service cost, which is included in operating profit. These components consist of interest cost, expected return on plan assets, amortization of actuarial gains/losses and prior service costs/credits, and curtailment gains.
Income Tax Expense
Income tax expense remained consistent while our effective tax rate decreased to 22.2% for the first quarter of 2026 compared to 23.6% for the first quarter 2025. The decrease was primarily driven by changes in interest accruals for unrecognized tax benefits.
Liquidity and Capital Resources
Our sources of liquidity include cash and cash equivalents on hand together with availability under our committed revolving credit facilities. As of March 29, 2026, we had $3,683 million of available liquidity consisting of $1,386 million in cash and cash equivalents and $2,298 million of availability under our committed credit facilities. We believe that our current liquidity position is strong and that our cash flows from operations and availability under our credit facilities will be sufficient to meet our working capital needs and financial obligations and commitments for at least the next twelve months.
Credit Facilities
| March 29, 2026 | ||||||||||||||||||||||||||||||||||||||
| Facility | Capacity | Borrowing Base Adjustment | Outstanding Borrowings | Commercial Paper Borrowings | Outstanding Letters of Credit | Amount Available | ||||||||||||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||||||||||||||
| Senior Revolving Credit Facility | $ | 2,100 | $ | — | $ | — | $ | — | $ | — | $ | 2,100 | ||||||||||||||||||||||||||
| Securitization Facility | 225 | — | — | — | (27) | 198 | ||||||||||||||||||||||||||||||||
| Total credit facilities | $ | 2,325 | $ | — | $ | — | $ | — | $ | (27) | $ | 2,298 | ||||||||||||||||||||||||||
Senior Unsecured Revolving Credit Facility
We maintain a $2,100 million senior unsecured revolving credit facility (“Senior Revolving Credit Facility”), which matures in February 2030 with the option to extend the maturity date for up to two one-year periods, subject to obtaining the lenders’ consent and satisfaction of certain other conditions. The Senior Revolving Credit Facility bears interest at the Secured Overnight Financing Rate plus a margin ranging from 0.875% to 1.50% per annum, or, at our election, at a base rate plus a margin ranging from 0.00% to 0.50% per annum, in each case depending on our senior unsecured debt ratings. The Senior Revolving Credit Facility also contains financial maintenance covenants requiring us to maintain a maximum total consolidated leverage ratio (ratio of consolidated funded debt to consolidated capitalization, each as defined in the Senior Revolving Credit Facility) of 0.50 to 1.00 (which we may elect to increase to 0.55 to 1.00 with respect to any fiscal quarter in which a material acquisition is consummated and the immediately following three consecutive fiscal quarters, subject to certain restrictions) and a minimum interest
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coverage ratio (ratio of earnings before interest, taxes, depreciation and amortization (“EBITDA”) to consolidated interest expense, each as defined in the Senior Revolving Credit Facility) of 3.50 to 1.00.
Our Senior Revolving Credit Facility contains customary covenants, including, but not limited to, restrictions on our ability and that of our subsidiaries to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets subject to their security interest, or enter into transactions with affiliates, each subject to certain exceptions as set forth therein. We are currently in compliance with the covenants under our Senior Revolving Credit Facility.
Accounts Receivable Securitization Facility
We maintain a $225 million accounts receivable securitization facility (“Securitization Facility”), which matures in November 2027. As part of the Securitization Facility, certain accounts receivable of our major domestic meat processing subsidiaries are sold to a wholly-owned “bankruptcy remote” special purpose vehicle (“SPV”). The SPV pledges all such accounts receivable as security for loans made and letters of credit issued by participating lenders under the Securitization Facility. The SPV is included in our condensed consolidated financial statements and therefore the accounts receivable owned by it are included in our condensed consolidated balance sheets. However, the accounts receivable owned by the SPV are separate and distinct from our other assets and are not available to our other creditors should we become insolvent. As of March 29, 2026, the SPV held $694 million of accounts receivable. We must maintain certain ratios related to the collection of our receivables as a condition of the Securitization Facility agreement. As of March 29, 2026, we had $27 million in letters of credit issued under the Securitization Facility. None of the letters of credit were drawn upon.
Cash Flows From Operating Activities
| Three Months Ended | |||||||||||
| March 29, 2026 | March 30, 2025 | ||||||||||
| (in millions) | |||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | 249 | $ | 227 | |||||||
| Adjustments to reconcile net income to net cash flows used in operating activities: | |||||||||||
| Depreciation and amortization | 83 | 83 | |||||||||
| Change in accounts receivable | (50) | (204) | |||||||||
| Change in inventories | (15) | 33 | |||||||||
| Change in prepaid expenses and other current assets | 31 | 28 | |||||||||
| Change in accounts payable | (344) | (318) | |||||||||
| Change in accrued expenses and other current liabilities | (11) | (80) | |||||||||
| Other | (8) | 64 | |||||||||
| Net cash flows used in operating activities | $ | (65) | $ | (166) | |||||||
The decrease in net cash flows used in operating activities year-over-year was primarily driven by changes in working capital and higher earnings. The following describes the significant changes in working capital:
•Accounts receivable. Accounts receivable increased in the first quarter of 2026 primarily driven by the timing of the Easter holiday. Sales to Murphy Family Farms and VisionAg also contributed to the increases in both time periods with a larger impact in the first quarter of 2025 related to the one-time sales of commercial hog inventories in connection with the formation of these entities.
•Inventories. Both periods reflect higher meat inventories and lower hog and feed inventories. Meat inventories increased in each period primarily due to a seasonal build in advance of the summer grilling season. Additionally, meat inventories were higher at the end of the first quarter of 2025 due to the later timing of the Easter holiday. Hog inventories declined in both periods as a result of Hog Production
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Reform, with a more pronounced impact in the first quarter of 2025. Feed inventories decreased in both periods due to the normal consumption of grain purchased during the prior-year harvest.
•Accounts payable. Accounts payable decreased in both periods mainly due to the seasonal deferral of payments for hog and grain purchases made in the fourth quarter each year. Payments to certain farmers for these purchases are deferred until the first quarter of the following year.
•Accrued expenses and other current liabilities. Accrued expenses and other current liabilities decrease seasonally in the first quarter each year due to payout of variable compensation earned in prior years. The decrease in both periods was partially offset by increases in current income taxes payable. The year-over-year change is attributable to a lower variable compensation payout and a larger increase to income taxes payable in the first quarter of 2026.
•Other. The change in both periods is primarily attributable to derivative gains and losses that are deferred in accumulated other comprehensive loss and subsequently reclassified into earnings as the underlying transactions affect earnings.
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Cash Flows From Investing Activities
| Three Months Ended | |||||||||||
| March 29, 2026 | March 30, 2025 | ||||||||||
| (in millions) | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | $ | (88) | $ | (79) | |||||||
| Net expenditures from breeding stock transactions | (6) | (7) | |||||||||
| Cash receipts on notes receivable | 14 | 1 | |||||||||
| Net cash flows used in investing activities | $ | (80) | $ | (85) | |||||||
The following items explain the significant investing activities:
•Capital expenditures. Capital expenditures for both periods consisted primarily of various plant automation and improvement projects.
•Cash receipts on notes receivable. Cash receipts on notes receivable consists of cash received primarily related to sales of breeding stock and related assets to Murphy Family Farms and VisionAg, which we financed through interest bearing notes.
Cash Flows From Financing Activities
| Three Months Ended | |||||||||||
| March 29, 2026 | March 30, 2025 | ||||||||||
| (in millions) | |||||||||||
| Cash flows from financing activities: | |||||||||||
| Net proceeds from issuance of common stock | $ | — | $ | 236 | |||||||
| Other | (5) | — | |||||||||
| Net cash flows from (used in) financing activities | $ | (5) | $ | 236 | |||||||
The following items explain the significant financing activities:
•Net proceeds from issuance of common stock. In the first quarter of 2025, we received net proceeds from our IPO of $236 million after deducting underwriting discounts, commissions and fees.
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Other Anticipated or Potential Cash Requirements
Capital Expenditures
The Company remains in a strong financial position due to its robust cash flows, liquidity, and solid balance sheet. We plan to continue to support the business in 2026 through capital expenditures in the range of $350 million to $450 million, inclusive of profit improvement projects, such as packaged meats capacity expansion and automation, as well as repairs and maintenance.
If approved by our board of directors and completed on the expected schedule, we estimate that our investment in a new fresh pork and packaged meats processing facility in Sioux Falls, South Dakota will be up to $1.3 billion over the next three years.
Nathan’s Famous
We expect to pay approximately $450 to $500 million for our pending acquisition of Nathan’s, including transaction costs and the payoff of assumed debt. The transaction is expected to close during the second half of 2026, subject to obtaining regulatory approvals and other customary closing conditions.
Dividends
Returning cash to shareholders in the form of dividends is also a top priority for the Company. On March 23, 2026, our Board declared a quarterly cash dividend of $0.3125 per share of common stock, which was paid on April 21, 2026, to shareholders of record on April 7, 2026. We anticipate the remaining quarterly dividends in fiscal year 2026 will be unchanged, resulting in an annual dividend rate in fiscal year 2026 of $1.25 per share. The declaration of dividends is subject to the discretion of our Board and depends on various factors, including our net income, financial condition, cash requirements, business prospects, and other factors that our Board deems relevant to its analysis and decision making.
Altosano Redeemable Noncontrolling Interest
The noncontrolling interest (“NCI”) holders in Granjas Carroll de Mexico, S. de R.L. de C.V., (commonly known as “Altosano”) currently have the right to exercise a put option that would obligate us to redeem 40% of their interest. After December 31, 2027 the NCI holders in Altosano have the right to exercise a put option for the remainder of their interest. The redemption value for the NCI is fair value. As of March 29, 2026, the value of the NCI on our condensed consolidated balance sheet was $311 million.
Contingent Losses
The condensed consolidated financial statements reflect accruals for contingent losses associated with various claims. Legal expenses incurred in our and our subsidiaries’ defense of these claims and any payments made to plaintiffs through unfavorable verdicts or otherwise could negatively impact our cash flows and our liquidity position. For more information on contingencies, refer to “Note 15: Regulation and Contingencies” to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Risk Management Activities
We are exposed to market risks primarily from changes in commodity prices, and to a lesser degree, interest rates and foreign exchange rates. To mitigate these risks, we utilize derivative instruments to hedge our exposure to changing prices and rates, as more fully described in Part I, Item 3 “Quantitative and Qualitative Disclosures About Market Risk” and “Note 8: Derivative Financial Instruments” to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Our liquidity position may be positively or negatively affected by changes in the value of our derivative portfolio. When the value of our open derivative contracts decreases, we may be required to post margin deposits with our brokers and counterparties to cover a portion of the decrease. Conversely, when the value of our open derivative contracts increases, our brokers may be required to deliver margin deposits to us for a portion of the increase. Over
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the past twelve quarters, the maximum amount of margin deposits held by our brokers and counterparties at any given time was $121 million.
The effects, positive or negative, on liquidity resulting from our risk management activities historically have tended to be mitigated by offsetting changes in cash prices in our core business. For example, in a period of rising grain prices, gains resulting from long grain derivative positions would generally be offset by higher cash prices paid to farmers and other suppliers in spot markets. These offsetting changes do not always occur, however, in the same amounts or in the same period, with lag times of as much as twelve months.
Non-GAAP Measures
In arriving at our presentation of non-GAAP financial measures, we exclude items that have an impact on our income statement that, in the judgment of our management, are items that, either as a result of their nature or size, could, were they not identified, potentially cause investors to extrapolate future performance from an improper base. While not all inclusive, examples of these items include:
•loss contingencies, due to the difficulty in predicting future events, their timing and size;
•transactions or events that are not part of our core business activities or are unusual in their nature (whether gains or losses); and
•the tax effects of the foregoing items.
Adjusted Net Income Attributable to Smithfield and Adjusted Net Income per Diluted Common Share Attributable to Smithfield
The following table provides a reconciliation of net income attributable to Smithfield to adjusted net income attributable to Smithfield. Adjusted net income attributable to Smithfield and adjusted net income per diluted common share attributable to Smithfield are non-GAAP measures. We believe these non-GAAP measures are useful for investors because they exclude the effects of items that are unusual in nature, infrequent in occurrence or otherwise stem from strategic decisions to restructure our operations. Although we believe these non-GAAP measures provide a better comparison of our year-over-year performance and are frequently used by investors and securities analysts in their evaluations of companies, they have limitations as analytical tools. As such, adjusted net income attributable to Smithfield and adjusted net income per diluted common share attributable to Smithfield are not intended to be alternatives to net income, net income per diluted common share or any other performance measures derived in accordance with GAAP and should not be used by investors or other users of our financial statements in isolation for formulating decisions as they exclude a number of important cash and non-cash charges.
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| Three Months Ended | Affected income statement account | |||||||||||||
| March 29, 2026 | March 30, 2025 | |||||||||||||
| (in millions, except per share data) | ||||||||||||||
| Net income attributable to Smithfield | $ | 246 | $ | 224 | ||||||||||
Incremental costs from destruction of property (1) | 3 | — | Cost of sales | |||||||||||
| Plant closures | 2 | 1 | Cost of sales | |||||||||||
Reduction in workforce and optimization (2) | 1 | 6 | SG&A | |||||||||||
Reduction in workforce and optimization (2) | — | 2 | Cost of sales | |||||||||||
| Hog Production Reform | — | 2 | Cost of sales | |||||||||||
| Hog Production Reform | — | (1) | Operating gains | |||||||||||
Insurance recoveries (3) | — | (6) | Operating gains | |||||||||||
Income tax effect of non-GAAP adjustments (4) | (2) | (1) | Income tax expense | |||||||||||
| Adjusted net income attributable to Smithfield | $ | 251 | $ | 227 | ||||||||||
| Net income attributable to Smithfield per diluted common share | $ | 0.62 | $ | 0.57 | ||||||||||
| Adjusted net income attributable to Smithfield per diluted common share | $ | 0.64 | $ | 0.58 | ||||||||||
________________
(1)Consists of incremental costs from the destruction of property in connection with a fire at a sow farm in Laverne, Oklahoma.
(2)Consists of severance and restructuring costs associated with workforce reduction and administrative process optimization initiatives. Total severance costs round up to $9 million for the first quarter of 2025.
(3)Consists of a gain recognized in connection with the settlement of an insurance claim associated with property damage.
(4)Represents the tax effects of the non-GAAP adjustments based on a statutory tax rate of 25.7%.
EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin
The following table provides a reconciliation of net income to earnings before interest, taxes, depreciation and amortization (“EBITDA”) and adjusted EBITDA. EBITDA, adjusted EBITDA and adjusted EBITDA margin are non-GAAP measures. We believe EBITDA is a useful measure to our stakeholders because it excludes the effects of financing and investing activities by eliminating interest and depreciation costs to provide a comparable year-over-year analysis. We believe adjusted EBITDA is a useful measure as it excludes the effect of non-operating gains and losses and other items that are unusual in nature, infrequent in occurrence or otherwise stem from strategic decisions to restructure our operations. We believe adjusted EBITDA margin is a useful measure as it evaluates overall operating performance, ability to pursue and service possible debt opportunities and possible future investment opportunities. We believe these non-GAAP measures provide a more comparable year-over-year analysis. Although these non-GAAP measures are frequently used by investors and securities analysts in their evaluations of companies, they have limitations as analytical tools. As such, EBITDA, adjusted EBITDA and adjusted EBITDA margin are not intended to be alternatives to net income or any other performance measures derived in accordance with GAAP and should not be used by investors or other users of our financial statements in isolation for formulating decisions as they exclude a number of important cash and non-cash charges.
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| Three Months Ended | Twelve Months Ended | Affected Income Statement Account | |||||||||||||||||||||||||||
| March 29, 2026 | March 30, 2025 | March 29, 2026 | December 28, 2025 | ||||||||||||||||||||||||||
| (in millions, except percentages) | |||||||||||||||||||||||||||||
| Net income | $ | 249 | $ | 227 | $ | 1,021 | $ | 998 | |||||||||||||||||||||
| Interest expense, net | 8 | 11 | 37 | 41 | |||||||||||||||||||||||||
| Income tax expense | 72 | 72 | 283 | 283 | |||||||||||||||||||||||||
Depreciation and amortization | 83 | 83 | 332 | 332 | |||||||||||||||||||||||||
| EBITDA | $ | 413 | $ | 393 | $ | 1,674 | $ | 1,654 | |||||||||||||||||||||
| Litigation charges | — | — | 73 | 73 | SG&A | ||||||||||||||||||||||||
Reduction in workforce and optimization (1) | 1 | 6 | 4 | 9 | SG&A | ||||||||||||||||||||||||
Reduction in workforce and optimization (1) | — | 2 | — | 2 | Cost of sales | ||||||||||||||||||||||||
Office closures (2) | — | — | 4 | 4 | SG&A | ||||||||||||||||||||||||
Incremental costs from destruction of property (3) | 3 | — | 3 | — | Cost of sales | ||||||||||||||||||||||||
Plant closures (4) | 1 | 1 | 1 | 1 | Cost of sales | ||||||||||||||||||||||||
Hog Production Reform (5) | — | 1 | 2 | 3 | Cost of sales | ||||||||||||||||||||||||
Hog Production Reform (6) | — | (1) | (3) | (4) | Operating gains | ||||||||||||||||||||||||
Employee retention tax credits (7) | — | — | (10) | (10) | Cost of sales | ||||||||||||||||||||||||
Insurance recoveries (8) | — | (6) | (30) | (36) | Operating gains | ||||||||||||||||||||||||
Company-owned life insurance gain (9) | — | — | (17) | (17) | Non-operating gains | ||||||||||||||||||||||||
| Adjusted EBITDA | $ | 417 | $ | 396 | $ | 1,699 | $ | 1,677 | |||||||||||||||||||||
| Net income margin | 6.6 | % | 6.0 | % | 6.6 | % | 6.4 | % | |||||||||||||||||||||
| Adjusted EBITDA margin | 11.0 | % | 10.5 | % | 10.9 | % | 10.8 | % | |||||||||||||||||||||
________________
(1)Consists of severance and restructuring costs associated with workforce reduction and administrative process optimization initiatives. Total severance costs round up to $9 million and $12 million for the first quarter of 2025 and fiscal year 2025, respectively.
(2)Consists of severance costs associated with the planned closure of our satellite offices in Lisle, Illinois and Kansas City, Missouri.
(3)Consists of incremental costs from the destruction of property in connection with a fire at a sow farm in Laverne, Oklahoma.
(4)Excludes accelerated depreciation charges as such amounts are included in the depreciation and amortization line in this table.
(5)Consists of contract termination costs, loss on asset disposals, employee termination benefits and other exit costs associated with our Hog Production Reform initiative. Excludes accelerated depreciation charges as such amounts are included in the depreciation and amortization line in this table.
(6)Fiscal year 2025 and twelve months ended March 29, 2025 includes a $3 million gain on the sale of certain of our hog farms in Missouri.
(7)Represents the recognition of employee retention tax credits received under the Coronavirus Aid, Relief, and Economic Security Act.
(8)Consists of gains recognized in connection with settlements of insurance claims associated with past litigation and property damage.
(9)Consists of a gain recognized in the third quarter of 2025 for a one-time benefit on company-owned life insurance policies.
Net Debt and Ratio of Net Debt to Adjusted EBITDA
The following table provides a reconciliation of total debt and finance lease obligations to net debt, the ratio of total debt and finance lease obligations to net income, and the ratio of net debt to adjusted EBITDA. Net debt and the ratio of net debt to adjusted EBITDA are non-GAAP measures. We believe net debt is a useful measure as it helps to give investors a clear understanding of our financial position. Net debt is also used to calculate certain leverage ratios. We believe the ratio of net debt to adjusted EBITDA is a useful measure as it monitors the sustainability of our debt levels and our ability to take on additional debt against adjusted EBITDA, which is used as an operating
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performance measure. We believe these non-GAAP measures provide a more comparable year-over-year analysis. Although net debt and the ratio of net debt to adjusted EBITDA are frequently used by investors and securities analysts in their evaluations of companies, these non-GAAP measures have limitations as analytical tools. As such, net debt and the ratio of net debt to adjusted EBITDA are not intended to be alternatives to total debt and finance lease obligations and the ratio of total debt and finance lease obligations to net income or any other performance measures derived in accordance with GAAP and should not be used by investors or other users of our financial statements in isolation for formulating decisions as they exclude a number of important cash and non-cash charges.
| Twelve Months Ended | |||||||||||
| March 29, 2026 | December 28, 2025 | ||||||||||
| (in millions, except ratios) | |||||||||||
| Current portion of long-term debt and finance lease obligations | $ | 602 | $ | 3 | |||||||
| Long-term debt and finance lease obligations | 1,401 | 2,000 | |||||||||
| Total debt and finance lease obligations | $ | 2,003 | $ | 2,003 | |||||||
| Cash and cash equivalents | (1,386) | (1,539) | |||||||||
| Net debt | $ | 618 | $ | 464 | |||||||
| Net income | $ | 1,021 | $ | 998 | |||||||
| Adjusted EBITDA | $ | 1,699 | $ | 1,677 | |||||||
| Ratio of total debt and finance lease obligations to net income | 2.0x | 2.0x | |||||||||
| Ratio of net debt to adjusted EBITDA | 0.4x | 0.3x | |||||||||
Adjusted Operating Profit and Adjusted Operating Profit Margin
The following table provides a reconciliation of operating profit to adjusted operating profit. Adjusted operating profit and adjusted operating profit margin are non-GAAP measures. We believe these non-GAAP measures are useful to investors because they provide a better understanding of underlying operating results and trends of established, ongoing operations of our segments, excluding the impact of items that are unusual in nature, infrequent in occurrence or otherwise stem from strategic decisions to restructure our operations. These non-GAAP measures are not intended to be alternatives to operating profit, operating profit margin or any other performance measures derived in accordance with GAAP and should not be used by investors or other users of our financial statements in isolation for formulating decisions as they exclude a number of important cash and non-cash charges.
| Three Months Ended | |||||||||||
| March 29, 2026 | March 30, 2025 | ||||||||||
(in millions, except percentages) | |||||||||||
| Operating profit | $ | 333 | $ | 321 | |||||||
Incremental costs from destruction of property (1) | 3 | — | |||||||||
| Plant closures | 2 | 1 | |||||||||
Reduction in workforce and optimization (2) | 1 | 9 | |||||||||
| Hog Production Reform | — | 1 | |||||||||
Insurance recoveries (3) | — | (6) | |||||||||
| Adjusted operating profit | $ | 339 | $ | 326 | |||||||
| Operating profit margin | 8.7 | % | 8.5 | % | |||||||
| Adjusted operating profit margin | 8.9 | % | 8.6 | % | |||||||
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________________
(1)Consists of incremental costs from the destruction of property in connection with a fire at a sow farm in Laverne, Oklahoma.
(2)Consists of severance and restructuring costs associated with workforce reduction and administrative process optimization initiatives.
(3)Consists of a gain recognized in connection with the settlement of an insurance claim associated with property damage.
Critical Accounting Estimates
The preparation of condensed consolidated financial statements requires us to make estimates and assumptions. These estimates and assumptions are based on our judgment, experience and understanding of the current facts and circumstances. Actual results could differ from those estimates. Certain of our accounting estimates are considered critical as they are both important to the representation of our financial condition and results of operations and require significant or complex judgment on the part of management.
A summary of certain accounting policies and estimates that we consider to be critical are described in Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 28, 2025. There have been no material changes to our critical accounting estimates disclosed in our Annual Report on Form 10-K for the fiscal year ended December 28, 2025.
Recently Issued Accounting Pronouncements
For a description of recently issues accounting pronouncements, refer to “Note 1: Summary of Significant Accounting Policies” to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q and our other publicly available documents contain forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our strategy, future financial condition, future operations, projected costs, prospects, plans, objectives of management, and expected market growth, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words, such as “may,” “might,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “goal,” “objective,” “seeks,” “likely” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions.
Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:
•our ability to capture synergies between our Packaged Meats and Fresh Pork segments;
•our ability to execute on our strategy to optimize the size of our hog production operations;
•our ability to anticipate and meet consumer trends and interests through product innovation;
•the size of our addressable markets, market share and market trends, including our ability to drive organic growth in our business through our Packaged Meats and Fresh Pork segments;
•anticipated trends, developments and challenges in our industry, business and the highly competitive markets in which we operate;
•our ability to mitigate higher input costs through productivity improvements in our operations (including analytics and task automation), various procurement strategies and the use of derivative instruments;
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•our dependence on third-party suppliers and our ability to mitigate any disruption or inefficiency in our supply chain and/or operations;
•our expectations regarding our hog production transformation strategy and our ability to achieve segment production targets;
•fluctuations in our quarterly results of operations due to the seasonal nature of our business;
•our ability to attract and retain employees and maintain our corporate culture;
•our ability to prevent cyberattacks, other cyber-incidents, security breaches or other disruptions of our information technology systems;
•our ability to defend litigation brought against us successfully and the sufficiency of our accruals for related contingent losses;
•compliance with laws and regulations, including environmental, cybersecurity and tax laws and regulations, that currently apply or may become applicable to our business both in the U.S. and Mexico and our expectations regarding various laws and restrictions that relate to our business;
•risks arising from the Company’s global operations, including geopolitical risk, exchange rate risk, legal, tax, and regulatory risk, and risks associated with trade policies, export and import controls, and tariffs;
•our ability to execute on acquisitions, joint ventures and divestitures, including our pending acquisition of Nathan’s Famous, which remains subject to regulatory approval and other customary closing conditions;
•legal, regulatory, or market measures to address climate change and our ability to achieve our climate-related goals and strategies;
•future investments in our business, our anticipated capital expenditures and our estimates regarding our capital requirements;
•the sufficiency of our cash and cash equivalents and the availability of our committed credit facilities to meet our liquidity needs;
•our ability to achieve our financial and operational targets;
•our ability to maintain our investment grade ratings;
•our expectations regarding expenses, such as stock-based compensation expenses;
•fluctuations in the values of our open derivative contracts and pension obligations and related assets;
•impairment in the carrying value of our goodwill or intangible assets;
•our ability to achieve or maintain our targeted Ratio of Net Debt to Adjusted EBITDA and minimum liquidity levels; and
•our dividend policy and our ability to pay dividends.
We cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur at all. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors, including those described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, new risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q.
The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this
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Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risks from changes in commodity prices, interest rates and foreign exchange rates, as well as risks from concentrations of credit. To mitigate these risks, we utilize derivative instruments to hedge our exposure to changing prices and rates.
When available, we use quoted market prices or rates to determine the fair value of our derivative instruments. This may include prices or rates quoted on an exchange, such as the CME, quotes obtained from brokers, or independent valuations from external sources, such as banks. In some cases where market prices are not available, we make use of observable market-based inputs to calculate fair value.
The size and mix of our derivative portfolio vary from time to time based on our analysis of current and future market conditions. The following table presents the fair values of our open derivative financial instruments in the condensed consolidated balance sheets.
| March 29, 2026 | December 28, 2025 | ||||||||||
| (in millions) | |||||||||||
Livestock (1) | $ | (9) | $ | 21 | |||||||
| Grains | 8 | 3 | |||||||||
Energy | 1 | 1 | |||||||||
| Foreign Currency | 1 | — | |||||||||
________________
(1)Negative amount represents net liabilities.
See “Note 8: Derivative Financial Instruments” to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for the effects of derivative instruments on our condensed consolidated statements of income.
Commodities Risk
Our meat processing and hog production operations use various raw materials, primarily live hogs, corn, soybean meal and wheat, which are actively traded on commodity exchanges. These commodities are subject to significant price fluctuations. We enter into hedging transactions for these commodities when we determine conditions are appropriate to mitigate the inherent price risks. While this hedging may limit our ability to participate in gains from favorable commodity fluctuations, it also reduces the risk of loss from adverse changes in raw material prices.
We attempt to closely match the hedging instrument terms with the hedged item’s terms. Gains and losses resulting from our commodity derivative contracts are recorded in cost of sales except for lean hog contracts that are designated in cash flow hedging relationships, which are recorded in sales, and are generally offset by increases and decreases in cash prices for the underlying commodity (with such increases and decreases reflected in the same income statement line items). For example, in a period of rising grain prices, gains resulting from long grain derivative positions would generally be offset by higher cash prices paid to farmers and other suppliers in spot markets. However, under the “mark-to-market” method described above, these offsetting changes do not always occur in the same period, which could result in volatility in our results of operations.
The following table presents the sensitivity of the fair value of our open commodity derivative contracts to a hypothetical 10% change in market prices.
| March 29, 2026 | December 28, 2025 | ||||||||||
| (in millions) | |||||||||||
| Livestock | $ | 75 | $ | 46 | |||||||
| Grains | 1 | — | |||||||||
| Energy | 1 | 1 | |||||||||
| Foreign Currency | 3 | 3 | |||||||||
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Interest Rate Risk
The following table presents the fair values and carrying values of our fixed-rate debt.
| March 29, 2026 | December 28, 2025 | ||||||||||||||||||||||
| Fair Value | Carrying Value | Fair Value | Carrying Value | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Total debt | $ | 1,889 | $ | 1,987 | $ | 1,909 | $ | 1,986 | |||||||||||||||
We determine the fair value of fixed-rate debt using Level 2 inputs based on quoted market prices. The carrying amount of all other debt approximates fair value as those instruments are based on variable interest rates.
Changes in interest rates impact the fair value of our fixed-rate debt. A hypothetical 10% change in interest rates would impact the fair value of our fixed-rate debt by $28 million as of March 29, 2026 and December 28, 2025.
We periodically enter into interest rate swaps to hedge our exposure to changes in interest rates on certain financial instruments and to manage the overall mix of fixed rate and floating rate debt instruments. There were no interest rate swaps outstanding as of March 29, 2026 and December 28, 2025.
Foreign Currency Exchange Risk
Our revenues are primarily generated from transactions denominated in U.S. dollars. However, we also generate revenues from transactions denominated in Japanese yen, Canadian dollars and Australian dollars, among others. We employ foreign currency exchange forward contracts to manage the exposure to foreign currency exchange risk. The fair values of foreign currency exchange forward contracts as of March 29, 2026 and December 28, 2025 were not material.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
At the end of the period covered by this Quarterly Report on Form 10-Q, we evaluated, under the supervision and with the participation of management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “1934 Act”)). Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is: (1) recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms; and (2) accumulated and communicated to our management, including the CEO and CFO, to allow for timely decisions regarding required disclosure. Based on our evaluation, our CEO and CFO concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
During the three months ended March 29, 2026, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Information required by this Item 1 is included in “Note 15: Regulation and Contingencies” to the condensed consolidated financial statements included in Part 1, Item 1 of this Quarterly Report on Form 10-Q.
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ITEM 1A. RISK FACTORS
Our business is subject to a variety of risks and uncertainties. Our risk factors are described in the “Risk Factors” section of our Annual Report on Form 10-K filed for the fiscal year ended December 28, 2025. There have been no material changes in our risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended December 28, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
(1) Disclosure in Lieu of Reporting on a Current Report on Form 8-K.
None.
(2) Insider Trading Arrangements and Policies.
During the three months ended March 29, 2026, no director or officer of the Company adopted terminated
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The following documents are filed as a part of this report:
Exhibit Number | Description of Exhibit | |||||||
| 2.1 | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1** | ||||||||
| 32.2** | ||||||||
| 101 | The following information from our Quarterly Report on Form 10-Q for the quarter ended March 29, 2026, formatted in iXBRL (inline eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Income, (ii) Condensed Consolidated Statements of Comprehensive Income, (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statements of Shareholders' Equity, (v) Condensed Condensed Statements of Cash Flows, and (vi) the Notes to Condensed Consolidated Financial Statements. | |||||||
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| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Document. | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
* Filed herewith.
** Furnished herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SMITHFIELD FOODS, INC.
/s/ Mark L. Hall April 28, 2026
Mark L. Hall
Chief Financial Officer
/s/ R. Allen Brobst, Jr. April 28, 2026
R. Allen Brobst, Jr.
Chief Accounting Officer
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