SFD 10-Q
Smithfield Foods Inc (SFD)
10-Q
2025-10-28
For: 2025-09-28
View Original
Added on
April 06, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
For the quarterly period ended September 28, 2025
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 October 27, 2025, the registrant had 393,112,711 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 for share and per share data, and unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 28, 2025 | September 29, 2024 | September 28, 2025 | September 29, 2024 | ||||||||||||||||||||
| Sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Operating gains | ( | ( | ( | ( | |||||||||||||||||||
| Operating profit | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Non-operating gains | ( | ( | ( | ( | |||||||||||||||||||
| Income from continuing operations before income taxes | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Loss (income) from equity method investments | ( | ( | ( | ||||||||||||||||||||
| Net income from continuing operations | |||||||||||||||||||||||
| Net income from continuing operations attributable to noncontrolling interests | |||||||||||||||||||||||
| Net income from continuing operations attributable to Smithfield | |||||||||||||||||||||||
| Income from discontinued operations before income taxes | |||||||||||||||||||||||
| Income tax expense (benefit) from discontinued operations | ( | ||||||||||||||||||||||
| Net income from discontinued operations | |||||||||||||||||||||||
| Net income from discontinued operations attributable to noncontrolling interests | |||||||||||||||||||||||
| Net income from discontinued operations attributable to Smithfield | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Net income attributable to noncontrolling interests | |||||||||||||||||||||||
| Net income attributable to Smithfield | $ | $ | $ | $ | |||||||||||||||||||
| Net income per common share attributable to Smithfield: | |||||||||||||||||||||||
| Basic and diluted: | |||||||||||||||||||||||
| Continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Discontinued operations | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements
1
SMITHFIELD FOODS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions and unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
| September 28, 2025 | September 29, 2024 | September 28, 2025 | September 29, 2024 | |||||||||||||||||||||||
| 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 (loss) attributable to noncontrolling interests | ( | ( | ||||||||||||||||||||||||
| Comprehensive income attributable to Smithfield | $ | $ | $ | $ | ||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements
2
SMITHFIELD FOODS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share data, and unaudited)
| September 28, 2025 | December 29, 2024 | ||||||||||
| 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 21) | |||||||||||
| 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
3
SMITHFIELD FOODS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions and unaudited)
See Notes to Condensed Consolidated Financial Statements
| Nine Months Ended | |||||||||||
| September 28, 2025 | September 29, 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Less: Net income from discontinued operations | ( | ||||||||||
| Net income from continuing operations | $ | $ | |||||||||
| Adjustments to reconcile net income from continuing operations to net cash flows from operating activities of continuing operations: | |||||||||||
| Depreciation and amortization | |||||||||||
| Changes in operating and other assets and liabilities, net | ( | ( | |||||||||
| Other | |||||||||||
| Net cash flows from operating activities of continuing operations | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Investments in partnerships and other assets | ( | ( | |||||||||
| Net expenditures from breeding stock transactions | ( | ( | |||||||||
| Proceeds from sale of property, plant and equipment and other assets | |||||||||||
| Insurance proceeds | |||||||||||
| Cash receipts on notes receivable | |||||||||||
| Net cash flows used in investing activities of continuing operations | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Payment of dividends | ( | ( | |||||||||
| Principal payments on long-term debt and finance lease obligations | ( | ( | |||||||||
| Repayments to Securitization Facility | ( | ||||||||||
| Proceeds from Securitization Facility | |||||||||||
| Net repayments to revolving credit facilities | ( | ||||||||||
| Net proceeds from issuance of common stock | |||||||||||
| Other | ( | ||||||||||
| Net cash flows used in financing activities of continuing operations | ( | ( | |||||||||
| Effect of foreign exchange rate changes on cash from continuing operations | ( | ||||||||||
| Cash flows from discontinued operations: | |||||||||||
| Net cash flows from operating activities of discontinued operations | |||||||||||
| Net cash flows used in investing activities of discontinued operations | ( | ||||||||||
| Net cash flows used in financing activities of discontinued operations | ( | ||||||||||
| Effect of foreign exchange rate changes on cash from discontinued operations | ( | ||||||||||
| Net change in cash and cash equivalents of discontinued operations | ( | ||||||||||
| Net change in cash, cash equivalents and restricted cash | ( | ( | |||||||||
| Cash, cash equivalents and restricted cash at beginning of period (including discontinued operations) | |||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | |||||||||
4
SMITHFIELD FOODS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in millions and unaudited)
| Three Months Ended September 28, 2025 | |||||||||||||||||||||||
Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Shareholders’ Equity | ||||||||||||||||||||
| Balance, June 29, 2025 | $ | $ | $ | ( | $ | ||||||||||||||||||
| Dividend | — | ( | — | ( | |||||||||||||||||||
| Adjustment to redeemable noncontrolling interests | ( | — | — | ( | |||||||||||||||||||
| Stock compensation expense | — | — | |||||||||||||||||||||
| Comprehensive income: | |||||||||||||||||||||||
| Net income attributable to Smithfield | — | — | |||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | |||||||||||||||||||||
| Balance, September 28, 2025 | $ | $ | $ | ( | $ | ||||||||||||||||||
| Three Months Ended September 29, 2024 | |||||||||||||||||||||||
Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Shareholders’ Equity | ||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | ( | $ | ||||||||||||||||||
| Dividend | — | ( | — | ( | |||||||||||||||||||
| European operations carve-out | ( | ( | ( | ||||||||||||||||||||
| Adjustment to redeemable noncontrolling interests | ( | — | — | ( | |||||||||||||||||||
| Comprehensive income: | |||||||||||||||||||||||
| Net income attributable to Smithfield | — | — | |||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | |||||||||||||||||||||
| Balance, September 29, 2024 | $ | $ | $ | ( | $ | ||||||||||||||||||
| Nine Months Ended September 28, 2025 | |||||||||||||||||||||||
Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Shareholders’ Equity | ||||||||||||||||||||
| Balance, December 29, 2024 | $ | $ | $ | ( | $ | ||||||||||||||||||
| Dividend | — | ( | — | ( | |||||||||||||||||||
| Net proceeds from issuance of common stock | — | — | |||||||||||||||||||||
| Stock compensation expense | — | — | |||||||||||||||||||||
| Adjustment to redeemable noncontrolling interests | ( | — | — | ( | |||||||||||||||||||
| Other | ( | — | — | ( | |||||||||||||||||||
| Comprehensive income: | |||||||||||||||||||||||
| Net income attributable to Smithfield | — | — | |||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | |||||||||||||||||||||
| Balance, September 28, 2025 | $ | $ | $ | ( | $ | ||||||||||||||||||
5
| Nine Months Ended September 29, 2024 | |||||||||||||||||||||||
Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Shareholders’ Equity | ||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | ( | $ | ||||||||||||||||||
| Dividend | — | ( | — | ( | |||||||||||||||||||
| European operations carve-out | ( | ( | ( | ||||||||||||||||||||
| Adjustment to redeemable noncontrolling interests | ( | — | — | ( | |||||||||||||||||||
| Other | ( | — | — | ( | |||||||||||||||||||
| Comprehensive income: | |||||||||||||||||||||||
| Net income attributable to Smithfield | — | — | |||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | ( | ( | |||||||||||||||||||
| Balance, September 29, 2024 | $ | $ | $ | ( | $ | ||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements
6
SMITHFIELD FOODS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
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”).
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.
These statements and notes should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 29, 2024, which include a comprehensive description of our significant accounting policies and other information that is not included herein.
Our elected fiscal year is the 52-week or 53-week period which ends on the Sunday nearest to December 31. Unless otherwise noted, all references to the third quarter of 2025 and the three months ended September 28, 2025 are to the 13-week period ended September 28, 2025. All references to the third quarter of 2024 and the three months ended September 29, 2024 are to the 13-week period ended September 29, 2024. Each of the nine months ended September 28, 2025 and September 29, 2024 consisted of 39-weeks.
Principles of Consolidation
Stock-Based Compensation
In connection with our initial public offering (“IPO”), we adopted an incentive plan under which eligible individuals may be granted equity-based incentive awards including stock options and restricted stock units (“RSUs”), among others. We estimate the fair value of stock options on the grant date using the Black-Scholes option pricing model. RSUs are measured at fair value as if they were vested and issued on the grant date. We recognize stock-based compensation expense for stock options and RSUs granted to our employees using the straight-line method over the requisite service period. We recognize forfeitures as they occur. Stock-based compensation expense is included in selling, general and administrative expenses (“SG&A”) in the condensed consolidated statements of income.
7
Seasonality
Sales and profitability as well as cash flow generation and use are impacted on a quarterly basis by the seasonal nature of our business. Generally, our sales and profitability are higher in the fourth quarter due to the Thanksgiving and Christmas holidays. In addition, the timing of the Easter holiday can impact the comparability of our first and second quarters both on a quarter-to-quarter and year-over-year basis. Our cash use is highest in the first quarter due to working capital needs related to payments to certain suppliers that are typically deferred in the fourth quarter.
Recently Issued Accounting Pronouncements
New Accounting Pronouncements Not Yet Adopted
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The standard requires enhanced rate reconciliation disclosures, including disclosure of specific categories and additional information for reconciling items that meet a quantitative threshold. The standard also requires companies to disaggregate income taxes paid by federal, state and foreign jurisdictions. The update is effective for our annual report on Form 10-K for fiscal year 2025, with early adoption permitted. The standard will not impact our financial position, results of operations or cash flows.
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 July 2025, the FASB issued 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 is effective for fiscal year 2026, including interim periods within that fiscal year, with early adoption permitted. Once adopted, this update will be applied prospectively to assets 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 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.
8
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 making operating and resource allocation decisions and assessing the performance of the operating segments of our business. 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.
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.
Following the carve-out and distribution of our European operations (see “Note 3: Discontinued Operations”), we conduct our operations through three reportable segments: Packaged Meats, Fresh Pork and Hog Production.
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.
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. During the first nine months of 2025, the Fresh Pork segment sourced approximately 40 % of its raw materials from our Hog Production segment, compared to approximately 50 % during the same period in 2024, with the remainder from third-party 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, China, Mexico, 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 third-party contract farmers. Nearly all of the hogs produced by this segment are processed by our Fresh Pork segment. The Hog Production segment also sells grains and feed to external customers.
The following tables provide certain financial information by reportable segment with a reconciliation to the consolidated totals.
9
| Three Months Ended September 28, 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 gains | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Income from continuing operations before income taxes | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Other segment data: | |||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Capital expenditures | |||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 29, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||
| 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 gains | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Income from continuing operations before income taxes | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Other segment data: | |||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Capital expenditures | |||||||||||||||||||||||||||||||||||||||||||||||
________________
(1)Includes our Mexico and Bioscience operations. Our Mexico operations include the raising of hogs and production of 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)Represents certain items that we do not allocate to our segments.
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| Nine Months Ended September 28, 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 from continuing operations before income taxes | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Other segment data: | |||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Capital expenditures | |||||||||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 29, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||
| 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 gains | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Income from continuing operations before income taxes | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Other segment data: | |||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Capital expenditures | |||||||||||||||||||||||||||||||||||||||||||||||
________________
(1)Includes our Mexico and Bioscience operations. Our Mexico operations include the raising of hogs and production of 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)Represents certain items that we do not allocate to our segments.
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The following tables disaggregate our sales to customers by reportable segment and by major distribution channel.
| Three Months Ended September 28, 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 | $ | $ | $ | $ | $ | $ | $ | — | $ | ||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 29, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||
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.
(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 $129 million and $105 million in the three months ended September 28, 2025 and September 29, 2024, respectively. All other external sales are sourced from our U.S. operations.
(7)Includes our Mexico and Bioscience operations.
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| Nine Months Ended September 28, 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 | $ | $ | $ | $ | $ | $ | $ | — | $ | ||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 29, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||
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.
(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 $341 million and $316 million in the nine months ended September 28, 2025 and September 29, 2024, respectively. All other external sales are sourced from our U.S. operations.
(7)Includes our Mexico and Bioscience operations.
NOTE 3: DISCONTINUED OPERATIONS
On August 26, 2024, we completed a carve-out and distribution of our European operations to WH Group. The European carve-out represented a strategic shift in our geographical footprint. Accordingly, where applicable, the historical results of operations, assets and liabilities, and cash flows of the European operations have been condensed into separate line items and presented in the condensed consolidated statements of income, the condensed consolidated balance sheets and the condensed consolidated statements of cash flows as discontinued operations.
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The following table presents the major components of net income from discontinued operations included in the condensed consolidated statements of income.
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 28, 2025 | September 29, 2024 | September 28, 2025 | September 29, 2024 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Operating gains | ( | ( | |||||||||||||||||||||
| Operating profit | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Non-operating gains | ( | ||||||||||||||||||||||
| Income from discontinued operations before income taxes | |||||||||||||||||||||||
Income tax expense (benefit) from discontinued operations (1) | ( | ||||||||||||||||||||||
| Net income from discontinued operations | $ | $ | $ | $ | |||||||||||||||||||
________________
(1)Income tax expense (benefit) from discontinued operations for 2024 includes a $27 million income tax benefit recognized as a result of the carve-out of our European operations.
Acquisition within our Discontinued Operations
Prior to the carve-out and distribution of our European operations, we completed the following acquisition, which is included in discontinued operations.
Argal
On March 28, 2024, our former European operations purchased a 50.1 % stake in Argal Alimentacíon, S.A. (“Argal”), a Spanish producer of packaged meats products with approximately 1,480 employees, for €91 million ($98 million), subject to post-closing adjustments. The amount paid at closing was €82 million ($88 million) with the remaining balance due upon finalization of the purchase price. In August 2024, an additional €8 million ($9 million) was paid, which resulted in a final purchase price of €90 million ($97 million).
NOTE 4: ACQUISITION AND DISPOSITIONS
Acquisition
On July 30, 2024, we acquired a dry sausage production facility located in Nashville, Tennessee from Cargill Meat Solutions Corporation for $38 million. The acquisition is part of our strategy to grow our value-added packaged meats business and serve the growing demand for high-quality pepperoni, deli, charcuterie and other dry sausage products. The total cost of the asset acquisition was allocated based on the relative fair value of the assets acquired. The allocated fair values of the assets acquired are as follows: equipment valued at $17 million, buildings valued at $11 million, inventory valued at $5 million and land valued at $5 million.
Dispositions
On June 30, 2025, we closed our leased Elizabeth, New Jersey dry sausage production facility and consolidated production across our network. Costs associated with closing the plant primarily include equipment that we disposed of prior to the end of the asset’s useful life. The charges associated with the closing were not material. This facility was accounted for in the Packaged Meats segment.
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On August 30, 2024, we closed our Altoona, Iowa ham boning facility and consolidated production volume into other locations to improve manufacturing efficiencies. Costs associated with closing the plant primarily include operating lease assets and equipment that we disposed of prior to the expiration of the lease term or end of the asset’s useful life. The charges associated with the closing were not material. This facility was accounted for in the Fresh Pork segment.
NOTE 5: OPERATING GAINS AND NON-OPERATING GAINS
The following table provides details of operating gains and non-operating gains.
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 28, 2025 | September 29, 2024 | September 28, 2025 | September 29, 2024 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
Operating gains: | |||||||||||||||||||||||
Insurance recoveries (1) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Gain on disposal of assets | ( | ( | ( | ( | |||||||||||||||||||
Other operating gains (2) | ( | ( | ( | ( | |||||||||||||||||||
| Operating gains | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Non-operating gains: | |||||||||||||||||||||||
Gain on nonqualified retirement plan assets (3) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Net pension and postretirement benefits cost (4) | |||||||||||||||||||||||
| Other non-operating gains | ( | ||||||||||||||||||||||
Non-operating gains | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
________________
(1)Consists of gains recognized in connection with settlements of insurance claims associated with property damage. Also includes settlements of insurance claims in the second quarter of 2025 and the second and third quarters of 2024 for losses incurred in connection with past litigation.
(2)Includes a $6 million gain recognized in the third quarter of 2025 related to the settlement of a commercial dispute.
(3)Includes a $17 million gain recognized in the third quarter of 2025 for a one-time benefit on company-owned life insurance policies.
(4)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.
NOTE 6: RESTRUCTURING
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 became a member of a North Carolina-based company, Murphy Family Farms LLC (“Murphy Family Farms”), by contributing $3 million in cash in exchange for a 25 % minority interest. We additionally sold approximately 150,000 sows and related inventories located on Company-owned and contract farms in North Carolina to Murphy Family Farms. Subsequent to the end of fiscal year 2024, on December 30, 2024, we sold the commercial hog inventories associated with such sows to Murphy Family Farms. Murphy Family Farms is now a hog supplier to us and supplies approximately 3.2 million hogs annually. We supply animal feed and other supplies and provide certain support services to Murphy Family Farms.
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On February 24, 2025, we became a member of a North Carolina-based company, VisionAg Hog Production, LLC (“VisionAg”), by contributing $450,000 in cash in exchange for a 9 % minority interest. We additionally sold approximately 28,000 sows and the associated commercial hog inventories located on certain Company-owned and contract farms in North Carolina to VisionAg. VisionAg is now a hog supplier to us and supplies approximately 600,000 hogs annually. We supply animal feed and provide certain support services to VisionAg.
The following table details charges we recognized associated with Hog Production Reform in cost of sales in the condensed consolidated statements of income by major type of cost.
| Three Months Ended | Nine Months Ended | Cumulative | |||||||||||||||||||||||||||
| September 28, 2025 | September 29, 2024 | September 28, 2025 | September 29, 2024 | September 28, 2025 | |||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| Accelerated depreciation | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Contract termination costs | |||||||||||||||||||||||||||||
| Employee termination benefits | |||||||||||||||||||||||||||||
| Loss on asset disposals | |||||||||||||||||||||||||||||
| Other exit costs | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
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.
Office Closures
NOTE 7: EMPLOYEE RETENTION TAX CREDITS
In 2020, the World Health Organization publicly characterized COVID-19 as a pandemic. The Company recognized a substantial amount of incremental costs during the pandemic, including costs to compensate employees who were not able to work due to facility closures, reduced work schedules or health related reasons.
The Coronavirus Aid, Relief, and Economic Security Act was signed into law in March 2020, which provided, among other things, an employee retention credit to eligible employers who paid qualified wages to employees during the pandemic. The employee retention credit represents a government grant. Our policy is to recognize government grants when they are reasonably assured of receipt. We recognized employee retention tax credits totaling $10 million and $87 million in the second quarters of 2025 and 2024, respectively, after concluding the recognition threshold had been met. All credits were classified in cost of sales in the condensed consolidated statements of income with the exception of $1 million in the second quarter of 2024, which was classified in SG&A.
NOTE 8: ACCOUNTS RECEIVABLE
Accounts receivable, net is comprised of both receivables from contracts with customers and other receivables. Our receivables from contracts with customers were $985 million and $494 million as of September 28, 2025 and December 29, 2024, 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. Accounts receivable is recorded net of this allowance. We
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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.
NOTE 9: INVENTORIES
Inventories, net consist of the following:
| September 28, 2025 | December 29, 2024 | ||||||||||
| (in millions) | |||||||||||
| Fresh and packaged meats | $ | $ | |||||||||
| Livestock | |||||||||||
| Grains | |||||||||||
| Maintenance parts | |||||||||||
| Manufacturing supplies | |||||||||||
| Other | |||||||||||
Inventories, net | $ | $ | |||||||||
NOTE 10: 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.
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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. 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 September 28, 2025, the net liability position of our open derivative instruments subject to credit risk-related contingent features was $30 million. As of the end of the third quarter of 2025, we were not required to post any collateral to cover losses associated with this net liability position. If our credit rating were sufficiently downgraded, we would be required to post $25 million in collateral.
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 | |||||||||||||||||||||||||
| September 28, 2025 | December 29, 2024 | September 28, 2025 | December 29, 2024 | |||||||||||||||||||||||
| (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.
| September 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 | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||
| 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 $50 million in cash collateral paid to and held by our brokers, $16 million of which represents the initial margin and exceeded the related open derivative liability position.
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| December 29, 2024 | |||||||||||||||||||||||||||||
| 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. Net derivative liabilities are recorded in accrued expenses and other current liabilities. These balances include $60 million of cash collateral paid to and held by one of our brokers, $37 million of which represents the initial margin and exceeded the related open derivative liability position.
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 September 28, 2025, substantially all of our commodity-related cash flow hedges were for transactions forecasted through April 2026.
As of September 28, 2025, 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 | ||||||||||
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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 | ||||||||||||||||||||||||||||
| September 28, 2025 | September 29, 2024 | September 28, 2025 | September 29, 2024 | ||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| Commodity contracts | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||
| Gains (Losses) Recognized in Other Comprehensive Income (Loss) on Derivative | Gains (Losses) Reclassified from Accumulated Other Comprehensive Loss into Earnings | ||||||||||||||||||||||||||||
| Nine Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||
| September 28, 2025 | September 29, 2024 | September 28, 2025 | September 29, 2024 | ||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| Commodity contracts | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||
| Interest rate contracts | ( | ( | |||||||||||||||||||||||||||
| Foreign currency contracts | |||||||||||||||||||||||||||||
| Total | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||
The amounts associated with option contracts as of and for the three and nine months ended September 28, 2025 were not 10 million and $48 million in expenses for option premiums, which are excluded from the assessment of hedge effectiveness. As of September 29, 2024, accumulated other comprehensive income included $4 million of net gains associated with options for which the underlying hedged transactions had not yet impacted earnings. This amount represents the difference between the change in the fair value of the options and the amount of option premiums amortized through earnings.
We expect to reclassify $7 million ($6 million net of tax) of deferred losses on closed derivative contracts included in accumulated other comprehensive loss as of September 28, 2025. We are unable to estimate the amount of deferred gains or losses related to open derivative contracts to be reclassified into earnings within the next twelve months as their values are subject to change.
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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 September 28, 2025, 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 value of hedged firm commitments designated in fair value hedge relationships as of September 28, 2025 was $14 million. The carrying value of hedged firm commitments designated in fair value hedge relationships as of December 29, 2024 was immaterial . 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 immaterial
Mark-to-Market Method
As of September 28, 2025, 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 | Nine Months Ended | |||||||||||||||||||||||||
| September 28, 2025 | September 29, 2024 | September 28, 2025 | September 29, 2024 | |||||||||||||||||||||||
| (in millions) | (in millions) | |||||||||||||||||||||||||
| Sales: | ||||||||||||||||||||||||||
Cash flow hedging—commodity contracts | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
Mark-to-market—commodity contracts | ( | ( | ( | |||||||||||||||||||||||
| Total derivative gain (loss) recognized in sales | ( | ( | ||||||||||||||||||||||||
| Cost of sales: | ||||||||||||||||||||||||||
Cash flow hedging—commodity contracts | ( | ( | ||||||||||||||||||||||||
Fair value hedging—commodity contracts: | ||||||||||||||||||||||||||
| Change in fair value of open derivatives | ( | ( | ||||||||||||||||||||||||
| Change in fair value of related hedged items | ( | ( | ||||||||||||||||||||||||
Gain (loss) on closed derivatives (1) | ( | ( | ||||||||||||||||||||||||
Mark-to-market—commodity contracts | ( | ( | ||||||||||||||||||||||||
| Total derivative gain (loss) recognized in cost of sales | ( | ( | ||||||||||||||||||||||||
| Selling, general and administrative expenses: | ||||||||||||||||||||||||||
Mark-to-market—foreign currency contracts | ( | |||||||||||||||||||||||||
| Interest expense: | ||||||||||||||||||||||||||
Cash flow hedging—interest rate contracts | ( | ( | ||||||||||||||||||||||||
| Discontinued operations: | ||||||||||||||||||||||||||
Cash flow hedging - foreign exchange contracts | ||||||||||||||||||||||||||
Mark to market - foreign exchange contracts | ||||||||||||||||||||||||||
| Total derivative gain recognized in discontinued operations | ||||||||||||||||||||||||||
| 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 11: EQUITY METHOD INVESTMENTS
Murphy Family Farms and VisionAg
On December 27, 2024, we became a member of a North Carolina-based company, Murphy Family Farms, by contributing $3 million in cash in exchange for a 25 % minority interest. We account for Murphy Family Farms under the equity method of accounting.
On February 24, 2025, we became a member of a North Carolina-based company, VisionAg, by contributing $450,000 in cash in exchange for a 9 % minority interest. We account for VisionAg under the equity method of
22
accounting as we have the ability to exercise significant influence over operating and financial policies through our representation on its board of directors.
See “Note 6: Restructuring” for more information on Murphy Family Farms and VisionAg.
Monarch Sale Notice
On January 16, 2025, TPG Rise Climate (“TPG”), one of the other two equal joint venture partners in Monarch Bio Energy, LLC (“Monarch”), delivered a sale notice under the joint venture agreement, pursuant to which Monarch must pursue a sale of the joint venture. In the event that a sale of Monarch is not consummated before January 17, 2026, TPG may require that Monarch purchase TPG’s ownership interests in Monarch.
NOTE 12: DEBT
Senior Unsecured Revolving Credit Facility
In February 2025, we refinanced our $2,100 million senior unsecured revolving credit facility (“Senior Revolving Credit Facility”), extending the maturity date from May 21, 2027 to February 12, 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 capacity remains at $2,100 million. As part of the new agreement, there are no longer any subsidiary guarantors under the Senior Revolving Credit Facility which also released the subsidiary guarantors from our Senior Unsecured Notes. 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 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 not otherwise sold pursuant to the Monetization Facility (as defined below) 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 September 28, 2025, the SPV held $632 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 September 28, 2025, we had $28 million in letters of credit issued under the Securitization Facility. None of the letters of credit were drawn upon.
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Monetization Facility
In addition to the Securitization Facility, until July 22, 2025, we maintained an uncommitted $250 million accounts receivable monetization facility (“Monetization Facility”). At Smithfield’s election and subject to the purchasing banks’ approval, certain accounts receivable were sold by the SPV to purchasing banks, so long as the uncollected outstanding amount of accounts receivable sold pursuant to the Monetization Facility did not exceed $250 million in the aggregate at any time, among other limitations. In the event of a sale, the purchasing banks assumed all credit risk related to the receivables while we maintained risk associated with customer disputes. We accounted for the sale of receivables to a purchasing bank by derecognizing the receivables from our condensed consolidated balance sheet upon transfer of control to the purchasing bank, and recognized a discount on the sale in SG&A in the condensed consolidated statement of income. The proceeds from the sale of receivables are included in net cash flows from operating activities in the condensed consolidated statement of cash flows. On behalf of the purchasing banks, we serviced all receivables sold under the Monetization Facility.
In the first quarter of 2023, we sold $227 million of accounts receivable at a discount and received proceeds totaling $225 million. We reinvested $24 million and $793 million of cash collections from customers in the revolving sale of accounts receivable to purchasing banks in the third quarter of 2025 and 2024, respectively, and $2,085 million and $2,836 million in the first nine months of 2025 and 2024, respectively. We recognized charges totaling $3 million in the third quarter of 2024 and $5 million and $10 million in the first nine months of 2025 and 2024, respectively, attributable to the discount on the sale of accounts receivable in SG&A in the condensed consolidated statements of income. The charges for the third quarter of 2025 were not material.
On July 22, 2025, we terminated the Monetization Facility and paid $232 million to participating banks to reacquire the outstanding balance of accounts receivable previously sold under the facility. The Monetization Facility was originally established to provide us with additional liquidity and working capital flexibility. In light of our liquidity position and internal capital resources as of July 22, 2025, we determined that the Monetization Facility was no longer cost-effective or necessary. There were no early termination penalties or other material exit costs incurred in connection with the termination of the Monetization Facility.
NOTE 13: LEASES
NOTE 14: GUARANTEES
NOTE 15: INCOME TAXES
Our effective tax rate attributable to continuing operations decreased to 22.2 % for the third quarter of 2025 compared to 25.0 % for the third quarter of 2024. The decrease was primarily driven by a non-taxable gain recognized in the third quarter of 2025 for a one-time benefit on company-owned life insurance policies. Our effective tax rate attributable to continuing operations increased to 23.4 % for the first nine months of 2025 compared to 22.2 % for the first nine months of 2024. The increase was primarily attributable to the deductibility of certain officer compensation.
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One Big Beautiful Bill
On July 4, 2025, the Tax Relief for American Families and Workers Act of 2025 (commonly known as the “One Big Beautiful Bill” or “OBBB”) was signed into law. This comprehensive legislation made several significant changes to federal tax law, including:
•Permanently reinstating 100% bonus depreciation and adding 100% bonus deprecation for real property placed in service after January 19, 2025 and used in production activity.
•Permanently reinstating the immediate expensing of research and development (“R&D”) in the U.S, which impacted years 2022 and beyond.
•Permanently restoring the EBITDA-based limitation for interest deduction under Section 163(j) of the IRS Tax Code.
In the third quarter of 2025, following the enactment of the OBBB, the Company reclassified approximately $77 million of deferred tax assets related to R&D capitalization to current taxes receivable.
NOTE 16: PENSION AND OTHER RETIREMENT PLANS
The following table presents the components of the net periodic pension cost for the periods indicated.
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 28, 2025 | September 29, 2024 | September 28, 2025 | September 29, 2024 | ||||||||||||||||||||
| (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 gains in the condensed consolidated statements of income.
NOTE 17: 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 our continuing operations for the periods presented.
25
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 28, 2025 | September 29, 2024 | September 28, 2025 | September 29, 2024 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | |||||||||||||||||||
| Attribution of net income | |||||||||||||||||||||||
| Attribution of other comprehensive income (loss), net of tax | ( | ( | |||||||||||||||||||||
| Dividends | ( | ( | ( | ||||||||||||||||||||
Adjustment to redemption value (1) | |||||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | |||||||||||||||||||
_______________
(1)See “Note 20: Fair Value Measurements” for a discussion of the assessment of redemption value.
NOTE 18: EQUITY
Stock Split
On January 17, 2025, the Company’s board of directors and shareholder approved a 380,069.232 -for-one stock split of its issued and outstanding shares of common stock, resulting in issued and outstanding shares of common stock of 380,069,232 5,000,000,000 , the par value of which was not adjusted, and 100,000,000 shares of preferred stock were authorized. All share and per share amounts for all periods presented in the accompanying financial statements have been adjusted retroactively to reflect this stock split.
Initial Public Offering
On January 29, 2025, we completed our IPO of 26,086,958 shares of common stock, which represents 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 (“SFDS UK”), our only shareholder at the time. WH Group granted the underwriters a 30-day option to purchase up to 3,913,042 additional shares of our common stock. On February 20, 2025, the underwriters partially exercised that option and purchased 2,506,936 additional shares of common stock from WH Group. We received net proceeds from the IPO of $236 million after deducting underwriting discounts, commissions and fees.
Secondary Offering
In the third quarter of 2025, WH Group, through its indirect wholly owned subsidiary SFDS UK, sold another 22,461,452 shares of our common stock in a secondary offering. The sale did not affect the number of shares outstanding, nor did we receive any proceeds from the sale of stock by WH Group. Following this offering, WH Group owns approximately 87.0 % of our outstanding common stock.
Stock-Based Compensation
In connection with the IPO, we granted to certain of our directors and employees and certain directors and employees of WH Group: (1) options to purchase 9,822,467 shares with an exercise price equal to the IPO price of $20.00 per share option and (2) 1,527,000 RSUs. The options and substantially all RSUs vest over a five year 20 2 million and $6 million associated with these equity instruments during the three and nine months ended September 28, 2025, respectively. Unrecognized compensation expense totaled $39 million as of September 28, 2025, which is expected to be recognized on a straight-line basis over the remaining vesting period of 4.3 years. No compensation expense was recognized for stock options and RSUs granted to directors and employees of WH Group. Such awards will be accounted for as a dividend upon issuance of the shares based on the grant-date fair value.
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Accumulated Other Comprehensive Loss
The following tables present the beginning and ending balances of accumulated other comprehensive loss by component.
| Three Months Ended September 28, 2025 | |||||||||||||||||||||||
| Foreign Currency Translation | Pension Accounting | Hedge Accounting | Accumulated Other Comprehensive Loss | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Balance, June 29, 2025 | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Other comprehensive income, net of tax | |||||||||||||||||||||||
| Balance, September 28, 2025 | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Three Months Ended September 29, 2024 | |||||||||||||||||||||||
| Foreign Currency Translation | Pension Accounting | Hedge Accounting | Accumulated Other Comprehensive Loss | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Balance, June 30, 2024 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ||||||||||||||||||||||
| European operations carve-out | ( | ||||||||||||||||||||||
| Balance, September 29, 2024 | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Nine Months Ended September 28, 2025 | |||||||||||||||||||||||
| Foreign Currency Translation | Pension Accounting | Hedge Accounting | Accumulated Other Comprehensive Loss | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Balance, December 30, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ||||||||||||||||||||||
| Balance, September 28, 2025 | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Nine Months Ended September 29, 2024 | |||||||||||||||||||||||
| Foreign Currency Translation | Pension Accounting | Hedge Accounting | Accumulated Other Comprehensive Loss | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Balance, December 31, 2023 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ( | ( | ||||||||||||||||||||
| European operations carve-out | ( | ||||||||||||||||||||||
| Balance, September 29, 2024 | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
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Other Comprehensive Income (Loss)
The following table presents the details of other comprehensive income (loss).
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| September 28, 2025 | September 29, 2024 | ||||||||||||||||||||||||||||||||||
| Before Tax | Tax | After Tax | Before Tax | Tax | After Tax | ||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||
| Continuing operations: | |||||||||||||||||||||||||||||||||||
| Foreign currency translation: | |||||||||||||||||||||||||||||||||||
Translation gains (losses) (1) | $ | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||
| Retirement benefits: | |||||||||||||||||||||||||||||||||||
Amortization of actuarial losses and prior service credits reclassified to non-operating gains | ( | ( | |||||||||||||||||||||||||||||||||
| Derivatives: | |||||||||||||||||||||||||||||||||||
| Losses arising during the period | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| (Gains) losses reclassified to sales | ( | ( | ( | ||||||||||||||||||||||||||||||||
| (Gains) losses reclassified to cost of sales | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Total other comprehensive income (loss) from continuing operations | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
| Discontinued operations: | |||||||||||||||||||||||||||||||||||
| Foreign currency translation: | |||||||||||||||||||||||||||||||||||
Translation gains (1) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Total other comprehensive income from discontinued operations | $ | $ | $ | $ | 0 | $ | 0 | $ | |||||||||||||||||||||||||||
| Total other comprehensive income | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Other comprehensive income (loss) attributable to noncontrolling interest | ( | ( | |||||||||||||||||||||||||||||||||
| Other comprehensive income attributable to Smithfield | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||
________________
(1)We consider the earnings in our non-U.S. subsidiaries to be indefinitely reinvested, and accordingly, record no deferred income taxes on such amounts. The three months ended September 28, 2025 and September 29, 2024 included $5 million of translation gains and $14 million of translation losses, respectively, attributable to noncontrolling interests, which are included in redeemable noncontrolling interests on the condensed consolidated balance sheet.
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| Nine Months Ended | |||||||||||||||||||||||||||||||||||
| September 28, 2025 | September 29, 2024 | ||||||||||||||||||||||||||||||||||
| Before Tax | Tax | After Tax | Before Tax | Tax | After Tax | ||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||
| Continuing operations: | |||||||||||||||||||||||||||||||||||
| Foreign currency translation: | |||||||||||||||||||||||||||||||||||
Translation gains (losses) (1) | $ | $ | $ | $ | ( | 0 | $ | $ | ( | ||||||||||||||||||||||||||
| Retirement benefits: | |||||||||||||||||||||||||||||||||||
Amortization of actuarial losses, prior service credits and curtailment gains reclassified to non-operating gains | ( | ( | |||||||||||||||||||||||||||||||||
| Derivatives: | |||||||||||||||||||||||||||||||||||
| Losses arising during the period | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| (Gains) losses reclassified to sales | ( | ( | ( | ||||||||||||||||||||||||||||||||
| (Gains) losses reclassified to cost of sales | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Losses reclassified to interest expense | |||||||||||||||||||||||||||||||||||
| Total other comprehensive income (loss) from continuing operations | $ | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||
| Discontinued operations: | |||||||||||||||||||||||||||||||||||
| Foreign currency translation: | |||||||||||||||||||||||||||||||||||
Translation gains (1) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Derivatives: | |||||||||||||||||||||||||||||||||||
| Derivative gains arising during the period | |||||||||||||||||||||||||||||||||||
| Gains reclassified to sales | ( | ( | |||||||||||||||||||||||||||||||||
| Total other comprehensive income from discontinued operations | $ | $ | $ | $ | 0 | $ | 0 | $ | |||||||||||||||||||||||||||
Total other comprehensive income (loss) | $ | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||
| Other comprehensive income (loss) attributable to noncontrolling interest | ( | ( | |||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) attributable to Smithfield | $ | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||
________________
(1)We consider the earnings in our non-U.S. subsidiaries to be indefinitely reinvested, and accordingly, record no deferred income taxes on such amounts. The nine months ended September 28, 2025 and September 29, 2024 included $21 million of translation gains and $29 million of translation losses, respectively, attributable to noncontrolling interests, which are included in redeemable noncontrolling interests on the condensed consolidated balance sheet.
NOTE 19: EARNINGS PER SHARE
The following table provides the weighted-average shares used in the denominator for those computations.
29
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 28, 2025 | September 29, 2024 | September 28, 2025 | September 29, 2024 | ||||||||||||||||||||
| Basic weighted-average shares outstanding | |||||||||||||||||||||||
| Add: Dilutive effect of stock options and RSUs | |||||||||||||||||||||||
Diluted weighted-average shares outstanding (1) | |||||||||||||||||||||||
__________________
(1)Approximately 6.8 million stock options were excluded from the computation of diluted weighted-average shares outstanding for the nine months ended September 28, 2025, because their effect would have been anti-dilutive. No stock options were excluded from the computation for the three months ended September 28, 2025.
NOTE 20: 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, including assets held in a rabbi trust used to fund our non-qualified defined benefit plan, that were measured at fair value on a recurring basis.
| September 28, 2025 | December 29, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Derivatives: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Commodity derivative contracts | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Foreign exchange contracts | ||||||||||||||||||||||||||||||||||||||||||||||||||
Mutual funds (1) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Insurance contracts | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Commodity derivative contracts | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
__________________
(1)Institutional funds that are not publicly traded are estimated at fair value using the net asset value 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.
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.
•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 categorized in Level 1 within the fair value hierarchy.
•Insurance contracts—Insurance contracts are valued at their cash surrender value using the daily asset unit value which is based on the quoted market price of the underlying securities and classified within Level 2.
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 and nine months ended September 28, 2025 and September 29, 2024, we had no significant assets or liabilities that were measured and recorded at fair value on a nonrecurring basis after initial recognition.
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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 determined by using the projected discounted cash flows. Under the market approach, the fair value is determined by reference to guideline companies that are reasonably comparable; the fair value is estimated based on the valuation multiples of 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 | September 28, 2025 | December 29, 2024 | ||||||||||||
| 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.
| September 28, 2025 | December 29, 2024 | ||||||||||||||||||||||
| 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.
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 September 28, 2025, we had accounts and notes receivable from Murphy Family Farms and VisionAg totaling $230 million and $42 million, respectively. A portion of these balances are secured by the breeding stock and inventories owned by Murphy Family Farms and VisionAg. We have an agreement to purchase 3.2 million and 600,000 market hogs annually from Murphy Family Farms and VisionAg, respectively, which further mitigates our exposure to potential credit risk.
Additionally, as of September 28, 2025, 11.7 % of our accounts receivable balance was due from Walmart. No other single customer or customer group represented 10% or greater of our accounts receivable.
Our derivative counterparties primarily consist of financial institutions that are investment grade. A portion of our financial instruments are exchange traded derivative contracts held with brokers and counterparties with whom we
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maintain margin accounts that are settled on a daily basis, thereby limiting our credit exposure to non-exchange traded derivatives. Determination of the credit quality of our counterparties is based upon a number of factors, including credit ratings and our evaluation of their financial condition. As of September 28, 2025, we had gross credit exposure of $6 million on non-exchange traded derivative contracts. After taking into account the effect of netting arrangements, we had no credit exposure on non-exchange traded derivative contracts.
NOTE 21: 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 September 28, 2025 and December 29, 2024, we had contingent liabilities totaling $153 million and $141 million, respectively, in accrued expenses and other current liabilities on the condensed consolidated balance sheets related to litigation matters, including those described below. Charges totaling $80 million were recorded in the nine months ended September 28, 2025, including those described below, in SG&A in the condensed consolidated statements of income. None of these charges were recorded in the third quarter of 2025. We did 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. Payments in the aggregate amount of $194 million were made by us to settle all class claims.
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.
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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.
Since the case was filed, several defendants have settled. On April 5, 2024, the remaining 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. We intend to vigorously defend against these claims.
Maxwell Foods Litigation
On August 13, 2020, Maxwell Foods, LLC (“Maxwell”) filed a complaint against Smithfield Foods, Inc. in the General Court of Justice, Superior Court Division for Wayne County, North Carolina. The complaint alleged that Smithfield breached the Production Sales Agreement (“PSA”) between the parties (as well as the duty of good faith and fair dealing): (1) by failing to provide Maxwell with the same pricing as other major hog suppliers in violation of a purported “Most-Favored-Nation Provision” found in a December 6, 1994 letter to Maxwell, (2) by failing to comply with an implicit duty to negotiate the PSA to provide alternative pricing to Maxwell when the Iowa-Southern Minnesota market allegedly ceased to be viable; and (3) by failing to purchase Maxwell’s entire output of hogs since April 2020.
Smithfield filed a notice of removal to the U.S. District Court of the Eastern District of North Carolina. Smithfield also filed a motion to dismiss several of Maxwell’s claims. On February 22, 2021, the U.S. District Court granted Maxwell’s motion to remand the case to the Superior Court of Wayne County and left Smithfield’s partial motion to dismiss the complaint for consideration by the state court in Wayne County.
On March 1, 2021, Maxwell filed an amended complaint, which added a claim under the North Carolina Unfair and Deceptive Trade Practices Act (“UDTPA”). Smithfield filed a notice of designation seeking assignment of the case to the North Carolina Business Court. Maxwell objected to such designation, and on April 13, 2021 the Business Court overruled Maxwell’s objection.
The Business Court also dismissed two of Maxwell’s claims: the implied duty to negotiate claim and the UDTPA claim. Maxwell subsequently filed another amended complaint adding a fraudulent concealment claim and a new breach of contract claim, as well as a request for punitive damages. The court dismissed the fraudulent concealment claim and the request for punitive damages. The three remaining claims, all for breach of contract, are: (1) the claim under the “Most-Favored-Nation Provision,” (2) the claim that Smithfield failed to purchase Maxwell’s entire output of hogs since April 2020, and (3) the claim that from time to time, Smithfield would calculate Maxwell’s payment for a delivery of hogs using an average of the preceding week’s weight rather than the actual weights of the hogs being delivered.
The parties filed cross-motions for summary judgment, and on December 30, 2024, the Business Court entered an order and opinion on those motions. The Business Court held that: (1) Maxwell’s claim for breach of a “Most-Favored-Nation Provision” was dismissed except as it relates to pricing given to one particular supplier; (2) Smithfield is liable for breaching an output provision in the parties’ contract, with damages to be determined at trial; and (3) Maxwell’s claim that Smithfield breached the pricing term of the parties’ contract by using live-weight pricing shall proceed to trial based on the allegation that Smithfield did not pay the correct live- weight price for certain deliveries, but not based on the allegation that use of live-weight pricing itself breaches the contract. The
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Business Court set a trial date of June 9, 2025, which was subsequently canceled. On June 30, 2025, the parties filed a stipulation dismissing with prejudice all claims and counterclaims in the action, ending the litigation.
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.
In the first quarter of 2025, we settled an insurance claim and received proceeds of $6 million in connection with a fire that occurred at our Tar Heel, North Carolina rendering facility in 2021. We classified $4 million of the proceeds in investing activities in the condensed consolidated statements of cash flows with the remainder in operating activities. The gain was recognized in operating gains in the condensed consolidated statements of income in the first quarter of 2025.
In the second quarter of 2025, we settled a claim against an insurance carrier and received $29 million in proceeds for the recovery of losses we incurred in connection with past litigation. As a result, we recognized a $29 million gain on the insurance recovery in the second quarter of 2025. The gain was recognized in operating gains in the condensed consolidated statement of income and we classified the proceeds in operating activities in the condensed consolidated statement of cash flows in the second quarter of 2025.
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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 29, 2024. 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”).
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. In fiscal year 2024, the Fresh Pork segment sourced approximately half of its raw materials from our Hog Production segment and half from third-party farmers with whom we partner across the U.S. In fiscal year 2025, we expect that approximately 40% of the hogs processed by the Fresh Pork segment will be sourced from the Hog Production segment as a result of our new partnerships in Murphy Family Farms and VisionAg, which are described under “Recent Developments—Hog Production Reform” below. 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, China, Mexico, 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 third-party contract farmers. Nearly all of the hogs produced by this segment are processed by our Fresh Pork segment. The Hog Production segment also sells grains and feed to external customers. In fiscal year 2024 and through the third quarter of 2025, 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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Our elected fiscal year is the 52-week or 53-week period which ends on the Sunday nearest to December 31. Unless otherwise noted, all references to the third quarter of 2025 and the three months ended September 28, 2025 are to the 13-week period ended September 28, 2025. All references to the third quarter of 2024 and the three months ended September 29, 2024 are to the 13-week period ended September 29, 2024. Each of the nine months ended September 28, 2025 and September 29, 2024 consisted of 39-weeks.
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. These include:
•driving growth in our Packaged Meats segment;
•further enhancing the profitability of our Fresh Pork segment;
•continuing to invest in innovation;
•optimizing operational and supply chain efficiencies; and
•executing synergistic and complementary mergers and acquisitions.
Key Factors and Recent Developments Affecting Our Results of Operations and Financial Condition
The following are key factors and recent developments that have influenced our results of operations in the past and/or may influence our results in the future.
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 capitalize on export markets as an outlet for increasing the value of raw materials through whole-hog utilization and by appealing to differentiated, global tastes and preferences.
Cost Factors
Our cost as a percentage of sales varies based on fluctuations of raw materials prices, as well as manufacturing, distribution and marketing costs. Raw materials are the largest component of our total cost of goods sold, with feed
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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. 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 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 14.6 million head in 2024, and we continue to explore opportunities for reduced internal production. We expect to produce under 11.5 million head in 2025, which would represent approximately 40% of the hogs processed by our Fresh Pork segment.
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 have reduced transportation and warehousing costs by improving transportation carrier mix, 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.
Tariffs
We export our products to over 30 countries, including China. Those exports primarily consist of fresh pork products. For the first nine months of 2025, our export sales into China accounted for approximately 2% of our total sales. As of September 28, 2025, products we export to China faced tariffs that ranged from 25% to 57%, with most products subject to 57% 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 was paused until November 10, 2025. 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.
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.
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 September 28, 2025 and December 29, 2024, we had contingent liabilities totaling $153 million and $141 million, respectively, in accrued expenses and other current liabilities on the condensed consolidated balance sheets related to litigation matters. Charges totaling $80 million were recorded in the nine months ended September 28, 2025 and are included in SG&A in the condensed consolidated statements of income. None of these charges were recorded in the third quarter of 2025. We did not record any significant charges for litigation matters in the three and nine months ended September 29, 2024. 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
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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.
Additionally, in the second quarter of 2025, we settled a claim against an insurance carrier and received $29 million in proceeds for the recovery of losses we incurred in connection with past litigation. As a result, we recognized a $29 million gain on the insurance recovery in the second quarter of 2025. The gain was recognized in operating gains in the condensed consolidated statement of income and we classified the proceeds in operating activities in the condensed consolidated statement of cash flows in the second quarter of 2025.
For further information related to our litigation matters, refer to “Note 21: Regulation and Contingencies” to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
One Big Beautiful Bill
On July 4, 2025, the Tax Relief for American Families and Workers Act of 2025 (commonly known as the “One Big Beautiful Bill” or “OBBB”) was signed into law. This comprehensive legislation made several significant changes to federal tax law, including:
•Permanently reinstating 100% bonus depreciation and adding 100% bonus deprecation for real property placed in service after January 19, 2025 and used in production activity.
•Permanently reinstating the immediate expensing of research and development (“R&D”) in the U.S for years 2022 and beyond.
•Permanently restoring certain earnings before interest, taxes, depreciation and amortization (“EBITDA”)-based limitations for interest deduction under the IRS Tax Code.
In the third quarter of 2025, following the enactment of the OBBB, the Company reclassified approximately $77 million of deferred tax assets related to R&D capitalization to current taxes receivable.
Employee Retention Tax Credits
In the second quarters of 2025 and 2024, we recognized $10 million and $87 million, respectively, of employee retention tax credits, substantially all in cost of sales in the condensed consolidated statements of income. For more information, see “Note 7: Employee Retention Tax Credits” to the condensed consolidated financial statements included in Part 1, Item 1 of this Quarterly Report on Form 10-Q.
Elizabeth, New Jersey Facility Closure
On June 30, 2025, we closed our leased Elizabeth, New Jersey dry sausage production facility and consolidated production across our network. Costs associated with closing the plant primarily include equipment that we disposed of prior to the end of the asset’s useful life. The charges associated with the closing were not material. This facility was accounted for in the Packaged Meats segment.
Office Closures
In the second quarter of 2025, we announced a plan to close our satellite offices in Lisle, Illinois and Kansas City, Missouri and move work performed at those locations to our headquarters in Smithfield, Virginia. As a result, we estimated and accrued $4 million of employee termination benefit costs in selling, general and administrative expenses (“SG&A”) in the condensed consolidated statement of income in the second quarter of 2025 for personnel who are not expected to relocate.
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
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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.
Initial Public Offering
On January 29, 2025, we completed our initial public offering (“IPO”) of 26,086,958 shares of common stock, which represents 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 (“SFDS UK”), our only shareholder at the time. WH Group granted the underwriters a 30-day option to purchase up to 3,913,042 additional shares of our common stock. On February 20, 2025, the underwriters partially exercised such option and purchased 2,506,936 additional shares of common stock from WH Group. 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.”
In connection with the IPO, we granted to our directors and certain of our employees and certain directors and employees of WH Group: (1) options to purchase 9,822,467 shares with an exercise price equal to the IPO price and an aggregate grant date fair value of $30 million and (2) 1,527,000 restricted stock units (“RSUs”) with an aggregate grant date fair value of $31 million. The options and substantially all RSUs vest over a five year period, with 20% vesting each year. We recognized compensation expense totaling $2 million and $6 million associated with these equity instruments during the three and nine months ended September 28, 2025. Unrecognized compensation expense totaled $39 million as of September 28, 2025, which is expected to be recognized on a straight-line basis over the remaining vesting period of 4.3 years.
Secondary Offering
In the third quarter of 2025, WH Group, through its indirect wholly owned subsidiary SFDS UK, sold another 22,461,452 shares of our common stock in a secondary offering. The sale did not affect the number of shares outstanding, nor did we receive any proceeds from the sale of stock by WH Group. Following this offering, WH Group owns approximately 87.0% of our shares of common stock.
Altoona, Iowa Facility Closure
On August 30, 2024, we closed our Altoona, Iowa ham boning facility and consolidated production volume into other locations to improve manufacturing efficiencies. Costs associated with closing the plant primarily include operating lease assets and equipment that we disposed of prior to the expiration of the lease term or end of the asset’s useful life. The charges associated with the closing were not material. Altoona was accounted for in the Fresh Pork segment.
European Carve-Out
On August 26, 2024, we completed a carve-out and transfer of our European operations to WH Group. As a result, we derecognized the assets and liabilities of our former European operations through equity. No gain or loss was recognized on the transaction. The historical results of operations, assets and liabilities, and cash flows of the European operations have been condensed and reported as discontinued operations in the condensed consolidated financial statements for all periods presented.
Dry Sausage Facility Acquisition
On July 30, 2024, we acquired a dry sausage production facility located in Nashville, Tennessee from Cargill Meat Solutions Corporation for $38 million. The acquisition is part of our strategy to grow our value-added packaged
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meats business and serve the growing demand for high-quality pepperoni, salami, charcuterie and other dry sausage products.
Hog Production Reform
Beginning in 2023, we have taken 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 became a member of a North Carolina-based company, Murphy Family Farms LLC (“Murphy Family Farms”), by contributing $3 million in cash in exchange for a 25% minority interest. We additionally sold approximately 150,000 sows and related inventories located on Company-owned and contract farms in North Carolina to Murphy Family Farms. Subsequent to the end of fiscal year 2024, on December 30, 2024, we sold the commercial hog inventories associated with such sows to Murphy Family Farms. Murphy Family Farms is now a hog supplier to us and supplies approximately 3.2 million hogs annually. We supply animal feed and other supplies and provide certain support services to Murphy Family Farms.
On February 24, 2025, we became a member of a North Carolina-based company, VisionAg Hog Production, LLC (“VisionAg”), by contributing $450,000 in cash in exchange for a 9% minority interest. We additionally sold approximately 28,000 sows and the associated commercial hog inventories located on certain Company-owned and contract farms in North Carolina to VisionAg. VisionAg is now a hog supplier to us and supplies approximately 600,000 hogs annually. In addition, we supply animal feed and provide certain support services to VisionAg.
In the nine months ended September 29, 2024, we recognized charges totaling $13 million associated with Hog Production Reform in cost of sales in the condensed consolidated statements of income. Amounts recognized for all other periods presented were not material.
Results of Operations
Consolidated Results of Continuing Operations
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| September 28, 2025 | September 29, 2024 | $ Change | % Change | September 28, 2025 | September 29, 2024 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (in millions) | (in millions) | ||||||||||||||||||||||||||||||||||||||||||||||
| Sales | $ | 3,747 | $ | 3,334 | $ | 412 | 12.4 | % | $ | 11,304 | $ | 10,190 | $ | 1,114 | 10.9 | % | |||||||||||||||||||||||||||||||
| Cost of sales | 3,268 | 2,859 | 409 | 14.3 | % | 9,817 | 8,826 | 991 | 11.2 | % | |||||||||||||||||||||||||||||||||||||
| Gross profit | 479 | 476 | 4 | 0.8 | % | 1,487 | 1,364 | 123 | 9.0 | % | |||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 178 | 200 | (22) | (11.1) | % | 643 | 594 | 50 | 8.4 | % | |||||||||||||||||||||||||||||||||||||
| Operating gains | (9) | (10) | — | (5.1) | % | (48) | (12) | (36) | 293.4 | % | |||||||||||||||||||||||||||||||||||||
| Operating profit | 310 | 285 | 25 | 8.9 | % | 892 | 783 | 109 | 13.9 | % | |||||||||||||||||||||||||||||||||||||
| Interest expense, net | 11 | 17 | (6) | (35.9) | % | 33 | 52 | (19) | (36.7) | % | |||||||||||||||||||||||||||||||||||||
| Non-operating gains | (19) | (7) | (11) | 154.5 | % | (17) | (13) | (3) | 25.4 | % | |||||||||||||||||||||||||||||||||||||
| Income from continuing operations before income taxes | 318 | 276 | 43 | 15.5 | % | 876 | 745 | 131 | 17.7 | % | |||||||||||||||||||||||||||||||||||||
| Income tax expense | 71 | 69 | 2 | 2.6 | % | 205 | 165 | 39 | 23.8 | % | |||||||||||||||||||||||||||||||||||||
| Loss (income) from equity method investments | (4) | (3) | (2) | 69.9 | % | 4 | (1) | 6 | NM | ||||||||||||||||||||||||||||||||||||||
| Net income from continuing operations | 252 | 209 | 43 | 20.5 | % | 667 | 581 | 87 | 14.9 | % | |||||||||||||||||||||||||||||||||||||
| Net income from continuing operations attributable to noncontrolling interests | 4 | 7 | (3) | (44.2) | % | 7 | 9 | (1) | (14.7) | % | |||||||||||||||||||||||||||||||||||||
| Net income from continuing operations attributable to Smithfield | $ | 248 | $ | 202 | $ | 46 | 22.7 | % | $ | 660 | $ | 572 | $ | 88 | 15.4 | % | |||||||||||||||||||||||||||||||
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Operating Profit by Segment
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| September 28, 2025 | September 29, 2024 | $ Change | % Change | September 28, 2025 | September 29, 2024 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (in millions) | (in millions) | ||||||||||||||||||||||||||||||||||||||||||||||
Packaged Meats | $ | 226 | $ | 239 | $ | (14) | (5.7) | % | $ | 792 | $ | 855 | $ | (62) | (7.3) | % | |||||||||||||||||||||||||||||||
Fresh Pork | 10 | 28 | (18) | (63.8) | % | 127 | 196 | (69) | (35.1) | % | |||||||||||||||||||||||||||||||||||||
Hog Production | 89 | 40 | 48 | 119.8 | % | 112 | (136) | 248 | NM | ||||||||||||||||||||||||||||||||||||||
Other | 10 | 20 | (10) | (49.6) | % | 32 | 18 | 13 | 72.2 | % | |||||||||||||||||||||||||||||||||||||
| Corporate expenses | (24) | (28) | 4 | 15.2 | % | (79) | (92) | 13 | 14.1 | % | |||||||||||||||||||||||||||||||||||||
| Unallocated | (1) | (15) | 14 | 95.0 | % | (92) | (59) | (33) | (56.6) | % | |||||||||||||||||||||||||||||||||||||
| Operating profit | $ | 310 | $ | 285 | $ | 25 | 8.9 | % | $ | 892 | $ | 783 | $ | 109 | 13.9 | % | |||||||||||||||||||||||||||||||
Results of Operations Analysis
The following discussion provides an analysis of our results of operations for the third quarter of 2025 compared to the third quarter of 2024 and for the first nine months of 2025 compared to the first nine months of 2024.
Sales
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| September 28, 2025 | September 29, 2024 | $ Change | % Change | September 28, 2025 | September 29, 2024 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (in millions) | (in millions) | ||||||||||||||||||||||||||||||||||||||||||||||
| Sales by segment: | |||||||||||||||||||||||||||||||||||||||||||||||
| Packaged Meats | $ | 2,090 | $ | 1,917 | $ | 174 | 9.1 | % | $ | 6,193 | $ | 5,861 | $ | 332 | 5.7 | % | |||||||||||||||||||||||||||||||
| Fresh Pork | 2,185 | 1,951 | 234 | 12.0 | % | 6,299 | 5,871 | 428 | 7.3 | % | |||||||||||||||||||||||||||||||||||||
| Hog Production | 813 | 738 | 75 | 10.1 | % | 2,585 | 2,220 | 365 | 16.5 | % | |||||||||||||||||||||||||||||||||||||
| Other | 131 | 117 | 14 | 12.1 | % | 355 | 350 | 6 | 1.7 | % | |||||||||||||||||||||||||||||||||||||
| Total segment sales | 5,220 | 4,723 | 496 | 10.5 | % | 15,433 | 14,301 | 1,132 | 7.9 | % | |||||||||||||||||||||||||||||||||||||
Inter-segment sales eliminations: | |||||||||||||||||||||||||||||||||||||||||||||||
Fresh Pork | (910) | (756) | (154) | 20.4 | % | (2,507) | (2,236) | (272) | 12.1 | % | |||||||||||||||||||||||||||||||||||||
Hog Production | (562) | (632) | 70 | (11.1) | % | (1,621) | (1,874) | 254 | (13.5) | % | |||||||||||||||||||||||||||||||||||||
Other | — | — | — | NM | (1) | — | — | 26.9 | % | ||||||||||||||||||||||||||||||||||||||
| Total inter-segment sales eliminations | (1,473) | (1,389) | (84) | 6.0 | % | (4,129) | (4,111) | (18) | 0.4 | % | |||||||||||||||||||||||||||||||||||||
| Consolidated sales | $ | 3,747 | $ | 3,334 | $ | 412 | 12.4 | % | $ | 11,304 | $ | 10,190 | $ | 1,114 | 10.9 | % | |||||||||||||||||||||||||||||||
Third Quarter—2025 vs. 2024
Packaged Meats. Segment sales increased by $174 million, or 9.1%, primarily attributable to a 9.2% increase in our average sales price. The increase in average sales price was primarily due to higher raw material costs, which translated into higher sales prices of our packaged meats products. Sales volume remained consistent year-over-year.
Fresh Pork. Segment sales increased by $234 million, or 12.0%, primarily attributable to a 12.0% increase in our average sales price. The increase in the average sales price was driven by lower U.S. pork production coupled with continued strong demand for pork. Fresh pork cut-out values reported by the USDA averaged $1.14 per pound in the third quarter of 2025, up 16.9% from the same period a year ago. Lower prices for certain pork by-products, which are not included in the USDA cut-out values, driven by reduced exports to China, resulted in a smaller increase in our average sales price relative to the USDA. Sales volume remained consistent year-over-year.
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Hog Production. Segment sales increased by $75 million, or 10.1%, primarily due to the following factors, which more than offset an approximately 850,000, or 25%, decrease in the number of market hogs sold due to our Hog Production Reform initiative:
•A $120 million increase in grain and feed sales primarily attributable to our feed supply agreements with Murphy Family Farms and VisionAg.
•Other sales to Murphy Family Farms and VisionAg totaling $69 million in the second quarter of 2025, consisting primarily of the sale of commercial hog inventories and transportation services.
•A 7.7% 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”).
Other. Segment sales increased by $14 million, or 12.1%, due to a 12.9% increase in average sales price and a 9.2% increase in volume in our Mexico operations. These increases reflect the implementation of a new strategy, under which our Mexico operations began importing ham and other fresh pork products primarily from our Fresh Pork segment for resale to customers in Mexico, which supports growth in Mexico’s fresh pork sales. The increase was partially offset by lower sales in our Bioscience operations.
Inter-segment Eliminations
•Fresh Pork. The increase in inter-segment sales by our Fresh Pork segment was attributable to higher market values for fresh pork components sold to our Packaged Meats segment, partially offset by a 3.1% decrease in sales volume.
•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.
First Nine Months—2025 vs. 2024
Packaged Meats. Segment sales increased by $332 million, or 5.7%, as a result of a 5.8% increase in average sales price. The increase in average sales price was primarily due to higher raw material costs, which translated into higher sales prices of our packaged meats products. Sales volume remained consistent year-over-year.
Fresh Pork. Segment sales increased by $428 million, or 7.3%, primarily attributable to a 6.7% increase in our average sales price and a 0.6% increase in sales volume. The increase in the average sales price is directionally aligned with the 8.7% increase in the cut-out values reported by the USDA, which averaged $1.04 per pound in the first nine months of 2025, primarily due to lower U.S. pork production coupled with continued strong demand for pork.
Hog Production. Segment sales increased by $365 million, or 16.5%, primarily due to the following factors, which more than offset an approximately 2.5 million, or 23%, decrease in the number of market hogs sold due to our Hog Production Reform initiative:
•Sales of commercial hog inventories, transportation services and other ancillary goods and services to Murphy Family Farms and VisionAg totaling $340 million in the first nine months of 2025.
•A $309 million increase in grain and feed sales primarily attributable to our feed supply agreements with Murphy Family Farms and VisionAg.
•A 7.9% increase in our average market hog sales price, inclusive of the effects of hedging, driven by an increase in the lean hog price index published by the CME.
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Inter-segment Eliminations
•Fresh Pork. The increase in inter-segment sales by our Fresh Pork segment was attributable to higher market values for fresh pork components sold to our Packaged Meats segment, partially offset by a 2.8% decrease in sales volume.
•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, partially offset by an increase in the average sales price.
Cost of Sales
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| September 28, 2025 | September 29, 2024 | $ Change | % Change | September 28, 2025 | September 29, 2024 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (in millions) | (in millions) | ||||||||||||||||||||||||||||||||||||||||||||||
Packaged Meats | $ | 1,770 | $ | 1,578 | $ | 193 | 12.2 | % | $ | 5,126 | $ | 4,717 | $ | 410 | 8.7 | % | |||||||||||||||||||||||||||||||
Fresh Pork | 2,135 | 1,878 | 257 | 13.7 | % | 6,046 | 5,538 | 509 | 9.2 | % | |||||||||||||||||||||||||||||||||||||
Hog Production | 714 | 685 | 29 | 4.2 | % | 2,442 | 2,319 | 122 | 5.3 | % | |||||||||||||||||||||||||||||||||||||
Other | 116 | 92 | 24 | 26.2 | % | 307 | 314 | (8) | (2.4) | % | |||||||||||||||||||||||||||||||||||||
Unallocated | 5 | 15 | (10) | (67.9) | % | 25 | 49 | (25) | (50.1) | % | |||||||||||||||||||||||||||||||||||||
| Inter-segment eliminations | (1,473) | (1,389) | (84) | 6.0 | % | (4,129) | (4,111) | (18) | 0.4 | % | |||||||||||||||||||||||||||||||||||||
| Cost of sales | $ | 3,268 | $ | 2,859 | $ | 409 | 14.3 | % | $ | 9,817 | $ | 8,826 | $ | 991 | 11.2 | % | |||||||||||||||||||||||||||||||
Third Quarter—2025 vs. 2024
Packaged Meats. Cost of sales in our Packaged Meats segment increased by $193 million, or 12.2%, driven primarily by a $203 million increase in raw material costs attributable to the effect of higher fresh pork market prices, which more than offset lower manufacturing, freight and cold storage costs.
Fresh Pork. Cost of sales in our Fresh Pork segment increased by $257 million, or 13.7%, driven primarily by a $262 million increase in raw material costs attributable to higher market prices for hogs, which more than offset lower freight costs.
Hog Production. Cost of sales in our Hog Production segment increased by $29 million, or 4.2%, due to:
•A $121 million increase in the cost of grain and feed sales primarily attributable to our feed supply agreements with Murphy Family Farms and VisionAg.
•Costs associated with sales of other goods and services to Murphy Family Farms and VisionAg totaling $46 million in the third quarter of 2025, consisting primarily of hog inventories and transportation services.
These increases were partially offset by a $93 million decrease in raw material costs, a $27 million decrease in operating costs and a $19 million decrease in the cost of breeding stock sales, largely attributable to the reduction in the size of our hog production operations.
Other. Cost of sales in our Other segments increased by $24 million, or 26.2%, driven primarily by the following factors:
•A $21 million increase in raw material costs in our Mexico operations reflects the implementation of a new strategy, under which our Mexico operations began importing ham and other fresh pork products primarily from our Fresh Pork segment for resale to customers in Mexico, which supports growth in Mexico’s fresh pork sales.
•A $5 million charge recognized in the third quarter of 2025 to write down inventories in our Bioscience operations to their estimated net realizable values.
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First Nine Months—2025 vs. 2024
Packaged Meats. Cost of sales in our Packaged Meats segment increased by $410 million, or 8.7%, driven primarily by the following factors, which more than offset lower freight and cold storage costs:
•A $404 million increase in raw material costs attributable to the effect of higher fresh pork market prices.
•A $32 million decrease in employee retention tax credits.
Fresh Pork. Cost of sales in our Fresh Pork segment increased by $509 million, or 9.2%, driven primarily by the following factors, which more than offset lower freight and cold storage costs:
•A $530 million increase in raw material costs attributable to higher market prices for hogs and higher sales volume.
•A $35 million decrease in employee retention tax credits.
Hog Production. Cost of sales in our Hog Production segment increased by $122 million, or 5.3%, due to:
•A $308 million increase in the cost of grain and feed sales primarily attributable to our feed supply agreements with Murphy Family Farms and VisionAg.
•The sale of commercial hog inventories, transportation services and other ancillary goods and services to Murphy Family Farms and VisionAg, which increased cost of sales by $306 million in the first nine months of 2025.
•An $8 million decrease in employee retention tax credits.
These increases were partially offset by a $319 million decrease in raw material costs, a $132 million decrease in operating costs and a $48 million decrease in the cost of breeding stock sales, largely attributable to the reduction in the size of our hog production operations.
Selling, General and Administrative Expenses
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| September 28, 2025 | September 29, 2024 | $ Change | % Change | September 28, 2025 | September 29, 2024 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (in millions) | (in millions) | ||||||||||||||||||||||||||||||||||||||||||||||
Packaged Meats | $ | 95 | $ | 100 | $ | (6) | (5.5) | % | $ | 275 | $ | 289 | $ | (15) | (5.1) | % | |||||||||||||||||||||||||||||||
Fresh Pork | 40 | 46 | (6) | (12.3) | % | 125 | 137 | (12) | (8.7) | % | |||||||||||||||||||||||||||||||||||||
Hog Production | 10 | 12 | (3) | (22.7) | % | 31 | 36 | (5) | (13.3) | % | |||||||||||||||||||||||||||||||||||||
Other | 5 | 5 | — | 0.3 | % | 17 | 17 | — | 0.5 | % | |||||||||||||||||||||||||||||||||||||
Corporate expenses | 24 | 28 | (4) | (15.2) | % | 79 | 92 | (13) | (14.0) | % | |||||||||||||||||||||||||||||||||||||
| Unallocated | 5 | 9 | (4) | (45.3) | % | 116 | 22 | 94 | NM | ||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | $ | 178 | $ | 200 | $ | (22) | (11.1) | % | $ | 643 | $ | 594 | $ | 50 | 8.4 | % | |||||||||||||||||||||||||||||||
Third Quarter—2025 vs. 2024
SG&A decreased by $22 million, or 11.1%, primarily due to various broad-based expense saving measures, including our workforce reduction initiative.
First Nine Months—2025 vs. 2024
SG&A increased by $50 million, or 8.4%, primarily due to the following factors, which more than offset various broad-based expense savings, including those attributable to our workforce reduction initiative:
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•An $80 million increase in litigation charges for the first nine months of 2025, which were not allocated to our operating segments.
•Accruals for employee termination benefits totaling $11 million for the first nine months of 2025 related to our workforce reduction initiative and the decision to close our satellite offices in Lisle, Illinois and Kansas City, Missouri. These charges were not allocated to our operating segments.
Operating Gains
The following table provides details of operating gains.
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 28, 2025 | September 29, 2024 | September 28, 2025 | September 29, 2024 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
Insurance recoveries (1) | $ | (2) | $ | (3) | $ | (37) | $ | (4) | |||||||||||||||
| Gain on disposal of assets | (1) | (5) | (4) | (5) | |||||||||||||||||||
Other operating gains (2) | (6) | (2) | (7) | (3) | |||||||||||||||||||
| Operating gains | $ | (9) | $ | (10) | $ | (48) | $ | (12) | |||||||||||||||
________________
(1)Consists of gains recognized in connection with settlements of insurance claims associated with property damage. Also includes settlements of insurance claims in the second quarter of 2025 and the second and third quarters of 2024 for losses incurred in connection with past litigation.
(2)Includes a $6 million gain recognized in the third quarter of 2025 related to the settlement of a commercial dispute.
Interest Expense, Net
Interest expense, net decreased by $6 million, or 35.9%, and $19 million, or 36.7%, for the third quarter and first nine months of 2025, respectively, due to higher levels of cash and cash equivalents earning interest in the current year.
Non-Operating Gains
The following table provides details of non-operating gains.
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 28, 2025 | September 29, 2024 | September 28, 2025 | September 29, 2024 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
Gain on nonqualified retirement plan assets (1) | $ | (23) | $ | (9) | $ | (29) | $ | (18) | |||||||||||||||
Net pension and postretirement benefits cost (2) | 4 | 2 | 13 | 5 | |||||||||||||||||||
| Other non-operating gains | — | — | — | (1) | |||||||||||||||||||
| Non-operating gains | $ | (19) | $ | (7) | $ | (17) | $ | (13) | |||||||||||||||
________________
(1)Includes a $17 million gain recognized in the third quarter of 2025 for a one-time benefit on company-owned life insurance policies.
(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 increased year-over-year by $2 million, or 2.6%, for the third quarter and $39 million, or 23.8%, for the first nine months primarily due to higher earnings year-over-year. Our effective tax rate attributable to continuing operations decreased to 22.2% for the third quarter of 2025 compared to 25.0% for the third quarter of 2024. The decrease was primarily driven by a non-taxable gain recognized in the third quarter of 2025 for the death
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benefit on company-owned life insurance policies. Our effective tax rate attributable to continuing operations increased to 23.4% for the first nine months of 2025 compared to 22.2% for the first nine months of 2024. The increase was primarily attributable to the deductibility of certain officer compensation.
Loss (Income) from Equity Method Investments
For the first nine months of 2025, results from our equity method investments declined to a loss of $4 million, compared to income of $1 million in the prior-year period primarily due to losses incurred by Murphy Family Farms.
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 September 28, 2025, we had $3,069 million of available liquidity consisting of $773 million in cash and cash equivalents and $2,297 million of availability under our committed credit facilities. Availability under our committed credit facilities is reduced by the principal amount of any outstanding commercial paper. 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
| September 28, 2025 | ||||||||||||||||||||||||||||||||||||||
| 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 | — | — | — | (28) | 197 | ||||||||||||||||||||||||||||||||
| Total credit facilities | $ | 2,325 | $ | — | $ | — | $ | — | $ | (28) | $ | 2,297 | ||||||||||||||||||||||||||
Senior Unsecured Revolving Credit Facility
In February 2025, we refinanced our $2,100 million senior unsecured revolving credit facility (“Senior Revolving Credit Facility”), extending the maturity date from May 21, 2027 to February 12, 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 capacity remains at $2,100 million. As part of the new agreement, there are no longer any subsidiary guarantors under the Senior Revolving Credit Facility which also released the subsidiary guarantors from our Senior Unsecured Notes. 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 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.
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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 not otherwise sold pursuant to the Monetization Facility (as defined below) 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 September 28, 2025, the SPV held $632 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 September 28, 2025, we had $28 million in letters of credit issued under the Securitization Facility. None of the letters of credit were drawn upon.
Monetization Facility
In addition to the Securitization Facility, until July 22, 2025, we maintained an uncommitted $250 million accounts receivable monetization facility (“Monetization Facility”). At Smithfield’s election and subject to the purchasing banks’ approval, certain accounts receivable were sold by the SPV to purchasing banks, so long as the uncollected outstanding amount of accounts receivable sold pursuant to the Monetization Facility did not exceed $250 million in the aggregate at any time, among other limitations. In the event of a sale, the purchasing banks assumed all credit risk related to the receivables while we maintained risk associated with customer disputes. We accounted for the sale of receivables to a purchasing bank by derecognizing the receivables from our condensed consolidated balance sheet upon transfer of control to the purchasing bank, and recognized a discount on the sale in SG&A in the condensed consolidated statement of income. The proceeds from the sale of receivables are included in net cash flows from operating activities in the condensed consolidated statement of cash flows. On behalf of the purchasing banks, we serviced all receivables sold under the Monetization Facility.
In the first quarter of 2023, we sold $227 million of accounts receivable at a discount and received proceeds totaling $225 million. We reinvested $24 million and $793 million of cash collections from customers in the revolving sale of accounts receivable to purchasing banks in the third quarter of 2025 and 2024, respectively, and $2,085 million and $2,836 million in the first nine months of 2025 and 2024, respectively. We recognized charges totaling $3 million in the third quarter of 2024 and $5 million and $10 million in the first nine months of 2025 and 2024, respectively, attributable to the discount on the sale of accounts receivable in SG&A in the condensed consolidated statements of income. The charges for the third quarter of 2025 were not material.
On July 22, 2025, we terminated the Monetization Facility and paid $232 million to participating banks to reacquire the outstanding balance of accounts receivable previously sold under the facility. The Monetization Facility was originally established to provide us with additional liquidity and working capital flexibility. In light of our liquidity position and internal capital resources as of July 22, 2025, we determined that the Monetization Facility was no longer cost-effective or necessary. There were no early termination penalties or other material exit costs incurred in connection with the termination of the Monetization Facility.
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Cash Flows From Operating Activities of Continuing Operations
| Nine Months Ended | |||||||||||
| September 28, 2025 | September 29, 2024 | ||||||||||
| (in millions) | |||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | 667 | $ | 760 | |||||||
| Less: Net income from discontinued operations | — | (179) | |||||||||
| Net income from continuing operations | $ | 667 | $ | 581 | |||||||
| Adjustments to reconcile net income from continuing operations to net cash flows from operating activities of continuing operations: | |||||||||||
| Depreciation and amortization | 248 | 253 | |||||||||
| Change in accounts receivable | (490) | 17 | |||||||||
| Change in inventories | (34) | (102) | |||||||||
| Change in prepaid expenses and other current assets | (36) | (37) | |||||||||
| Change in accounts payable | (172) | (214) | |||||||||
| Change in accrued expenses and other current liabilities | (62) | (279) | |||||||||
| Other | — | 14 | |||||||||
| Net cash flows from operating activities of continuing operations | $ | 121 | $ | 233 | |||||||
The decrease in net cash flows from operating activities of continuing operations year-over-year was primarily driven by changes in working capital, partially offset by higher earnings. The following describes the significant changes in working capital:
•Accounts receivable. Accounts receivable increased in the first nine months of 2025 primarily driven by the termination of our Monetization Facility in July 2025 and the sale of commercial hog inventories and feed to Murphy Family Farms and VisionAg.
•Inventories. Inventories increased in both periods driven by increases in meat inventories largely due to a seasonal build-up in preparation for the holiday season. These increases were partially offset by lower hog inventory volumes, reflecting the impact of the Hog Production Reform. The effect was more pronounced in 2025 due to the sale of commercial hog inventories to Murphy Family Farms and VisionAg. Additionally, feed inventories declined in both periods as a result of the routine consumption of grain purchased during the prior-year harvest. However, exceptionally strong harvest yields in 2025 moderated the rate of decline compared to the same period in the prior year.
•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 typically decline in the first quarter of each year due to the payment of variable compensation earned in the prior year. The year-over-year variance was mainly attributable to changes in accruals related to litigation matters, open hedging positions, and obligations to banks participating in the Monetization Facility. Additionally, the decrease in accrued expenses and other current liabilities in the first nine months of 2024 reflects the payout of contract termination and other exit costs attributable to our Hog Production Reform activities.
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Cash Flows From Investing Activities of Continuing Operations
| Nine Months Ended | |||||||||||
| September 28, 2025 | September 29, 2024 | ||||||||||
| (in millions) | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | $ | (246) | $ | (268) | |||||||
| Investments in partnerships and other assets | (10) | (5) | |||||||||
| Net expenditures from breeding stock transactions | (9) | (42) | |||||||||
| Proceeds from sale of property, plant and equipment and other assets | 6 | 8 | |||||||||
| Insurance proceeds | 7 | 2 | |||||||||
| Cash receipts on notes receivable | 14 | — | |||||||||
| Net cash flows used in investing activities of continuing operations | $ | (239) | $ | (305) | |||||||
The following items explain the significant investing activities:
•Capital expenditures. Capital expenditures for both periods consisted primarily of various plant automation and improvement projects.
•Investments in partnerships and other assets. Investments in partnerships and other assets includes capital contributions totaling $7 million and $5 million to a biogas joint venture in the first nine months of 2025 and 2024, respectively.
•Cash receipts on notes receivable. Cash receipts on notes receivable consists of cash received primarily related to sales of assets to Murphy Family Farms and VisionAg.
Cash Flows From Financing Activities of Continuing Operations
| Nine Months Ended | |||||||||||
| September 28, 2025 | September 29, 2024 | ||||||||||
| (in millions) | |||||||||||
| Cash flows from financing activities: | |||||||||||
| Payment of dividends | $ | (297) | $ | (270) | |||||||
| Principal payments on long-term debt and finance lease obligations | (1) | (20) | |||||||||
| Repayments to Securitization Facility | — | (14) | |||||||||
| Proceeds from Securitization Facility | — | 14 | |||||||||
| Net repayments to revolving credit facilities | — | (1) | |||||||||
| Net proceeds from issuance of common stock | 236 | — | |||||||||
| Other | (2) | 1 | |||||||||
| Net cash flows used in financing activities of continuing operations | $ | (64) | $ | (290) | |||||||
The following items explain the significant financing activities:
•Payment of dividends. In both periods, $1 million of dividends was paid to the noncontrolling interest holder of our consolidated subsidiary, Granjas Carroll de Mexico, S. de R.L. de C.V., (commonly known as “Altosano”), and the remainder was paid to our shareholders.
•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 2025 through capital expenditures in the range of $350 million to $400 million, inclusive of profit improvement projects, such as packaged meats capacity expansion and automation, as well as repairs and maintenance.
Dividends
On April 22, 2025, May 29, 2025 and August 28, 2025, we paid dividends of $0.25 per share to our shareholders. We anticipate remaining quarterly dividends for fiscal year 2025 will be $0.25 per share, resulting in an annual dividend rate for fiscal year 2025 of $1.00 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.
Monarch Sale Notice
On January 16, 2025, TPG Rise Climate (“TPG”), one of the other two equal joint venture partners in Monarch Bio Energy, LLC (“Monarch”), delivered a sale notice under the joint venture agreement, pursuant to which Monarch must pursue a sale of the joint venture. In the event that a sale of Monarch is not consummated before January 17, 2026, TPG may require that Monarch purchase TPG’s ownership interests in Monarch.
Altosano Redeemable Noncontrolling Interest
The noncontrolling interest (“NCI”) holders in 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 September 28, 2025, the value of the NCI on our condensed consolidated balance sheet was $257 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 21: 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 “Quantitative and Qualitative Disclosures About Market Risk” and “Note 10: 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 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
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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.
Guarantees
In June 2025, Monarch refinanced its debt, repaying a debt facility of up to $61 million that Smithfield and certain other joint ventures partners in Monarch had joint and severally guaranteed. Smithfield was released from the guaranty and no longer provides a guaranty of Monarch’s debt.
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 from Continuing Operations Attributable to Smithfield and Adjusted Net Income from Continuing Operations per Common Share Attributable to Smithfield
The following table provides a reconciliation of net income from continuing operations attributable to Smithfield to adjusted net income from continuing operations attributable to Smithfield. Adjusted net income from continuing operations attributable to Smithfield and adjusted net income from continuing operations per 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 from continuing operations attributable to Smithfield and adjusted net income from continuing operations per common share attributable to Smithfield are not intended to be alternatives to net income from continuing operations, net income from continuing operations per 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 | Nine Months Ended | Affected income statement account | |||||||||||||||||||||||||||
| September 28, 2025 | September 29, 2024 | September 28, 2025 | September 29, 2024 | ||||||||||||||||||||||||||
| (in millions, except per share data) | |||||||||||||||||||||||||||||
| Net income from continuing operations attributable to Smithfield | $ | 248 | $ | 202 | $ | 660 | $ | 572 | |||||||||||||||||||||
| Litigation charges | — | — | 73 | — | SG&A | ||||||||||||||||||||||||
Reduction in workforce (1) | — | — | 6 | — | SG&A | ||||||||||||||||||||||||
Reduction in workforce (1) | — | — | 2 | — | Cost of sales | ||||||||||||||||||||||||
Office closures (2) | — | — | 4 | — | SG&A | ||||||||||||||||||||||||
Hog Production Reform (3) | 1 | 3 | 3 | 13 | Cost of sales | ||||||||||||||||||||||||
| Hog Production Reform | — | — | (1) | — | Operating gains | ||||||||||||||||||||||||
| Plant closure | — | — | 2 | — | Cost of sales | ||||||||||||||||||||||||
| Incremental costs from destruction of property | — | — | — | 4 | Cost of sales | ||||||||||||||||||||||||
Employee retention tax credits (4) | — | — | (10) | (86) | Cost of sales | ||||||||||||||||||||||||
Employee retention tax credits (4) | — | — | — | (1) | SG&A | ||||||||||||||||||||||||
Insurance recoveries (5) | (2) | (3) | (36) | (4) | Operating gains | ||||||||||||||||||||||||
Company-owned life insurance gain (6) | (17) | — | (17) | — | Non-operating gains | ||||||||||||||||||||||||
Income tax effect of non-GAAP adjustments (7) | — | — | (11) | 19 | Income tax expense | ||||||||||||||||||||||||
| Adjusted net income from continuing operations attributable to Smithfield | $ | 230 | $ | 203 | $ | 674 | $ | 518 | |||||||||||||||||||||
| Net income from continuing operations attributable to Smithfield per diluted common share | $ | 0.63 | $ | 0.53 | $ | 1.68 | $ | 1.51 | |||||||||||||||||||||
| Adjusted net income from continuing operations attributable to Smithfield per diluted common share | $ | 0.58 | $ | 0.53 | $ | 1.72 | $ | 1.36 | |||||||||||||||||||||
________________
(1)Consists of severance costs associated with a workforce reduction initiative. Total severance costs round up to $9 million.
(2)Consists of severance costs associated with the planned closure of our satellite offices in Lisle, Illinois and Kansas City, Missouri.
(3)Consists of contract termination costs, loss on asset disposals, employee termination benefits, accelerated depreciation charges and other exit costs associated with our Hog Production Reform initiative.
(4)Represents the recognition of employee retention tax credits received under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act.
(5)Consists of gains recognized in connection with settlements of insurance claims associated with property damage. Also includes settlements of insurance claims in the second quarter of 2025 and the second and third quarters of 2024 for losses incurred in connection with past litigation.
(6)Consists of a gain recognized in the third quarter of 2025 for a one-time benefit on company-owned life insurance policies.
(7)Represents the tax effects of the non-GAAP adjustments based on a statutory tax rate of 25.7%.
EBITDA from Continuing Operations, Adjusted EBITDA from Continuing Operations and Adjusted EBITDA Margin from Continuing Operations
The following table provides a reconciliation of net income from continuing operations to EBITDA from continuing operations and adjusted EBITDA from continuing operations. EBITDA from continuing operations, adjusted EBITDA from continuing operations and adjusted EBITDA margin from continuing operations are non-GAAP measures. We believe EBITDA from continuing operations 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 from continuing operations is a useful measure as it excludes the effect of discontinued operations, non-operating gains and losses, and other items that are unusual
53
in nature, infrequent in occurrence or otherwise stem from strategic decisions to restructure our operations. We believe adjusted EBITDA margin from continuing operations 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 from continuing operations, adjusted EBITDA from continuing operations and adjusted EBITDA margin from continuing operations are not intended to be alternatives to net income from continuing operations 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 | Nine Months Ended | Twelve Months Ended | Affected Income Statement Account | ||||||||||||||||||||||||||||||||||||||
| September 28, 2025 | September 29, 2024 | September 28, 2025 | September 29, 2024 | September 28, 2025 | December 29, 2024 | ||||||||||||||||||||||||||||||||||||
(in millions, except percentages) | |||||||||||||||||||||||||||||||||||||||||
| Net income from continuing operations | $ | 252 | $ | 209 | $ | 667 | $ | 581 | $ | 884 | $ | 798 | |||||||||||||||||||||||||||||
| Interest expense, net | 11 | 17 | 33 | 52 | 47 | 66 | |||||||||||||||||||||||||||||||||||
| Income tax expense | 71 | 69 | 205 | 165 | 310 | 271 | |||||||||||||||||||||||||||||||||||
Depreciation and amortization | 82 | 88 | 248 | 253 | 335 | 339 | |||||||||||||||||||||||||||||||||||
| EBITDA from continuing operations | $ | 416 | $ | 382 | $ | 1,152 | $ | 1,050 | $ | 1,576 | $ | 1,474 | |||||||||||||||||||||||||||||
| Litigation charges | — | — | 73 | — | 73 | — | SG&A | ||||||||||||||||||||||||||||||||||
Reduction in workforce (1) | — | — | 6 | — | 6 | — | SG&A | ||||||||||||||||||||||||||||||||||
Reduction in workforce (1) | — | — | 2 | — | 2 | — | Cost of sales | ||||||||||||||||||||||||||||||||||
Office closures (2) | — | — | 4 | — | 4 | — | SG&A | ||||||||||||||||||||||||||||||||||
Plant closure (3) | — | — | 1 | — | 1 | — | Cost of sales | ||||||||||||||||||||||||||||||||||
Hog Production Reform (4) | 1 | 3 | 2 | 12 | 19 | 29 | Cost of sales | ||||||||||||||||||||||||||||||||||
Hog Production Reform (5) | — | — | (1) | — | (39) | (38) | Operating gains | ||||||||||||||||||||||||||||||||||
| Incremental costs from destruction of property | — | — | — | 4 | — | 4 | Cost of sales | ||||||||||||||||||||||||||||||||||
Employee retention tax credits (6) | — | — | (10) | (86) | (10) | (86) | Cost of sales | ||||||||||||||||||||||||||||||||||
Employee retention tax credits (6) | — | — | — | (1) | — | (1) | SG&A | ||||||||||||||||||||||||||||||||||
Insurance recoveries (7) | (2) | (3) | (36) | (4) | (36) | (4) | Operating gains | ||||||||||||||||||||||||||||||||||
Company-owned life insurance gain (8) | (17) | — | (17) | — | (17) | — | Non-operating gains | ||||||||||||||||||||||||||||||||||
| Adjusted EBITDA from continuing operations | $ | 398 | $ | 383 | $ | 1,175 | $ | 976 | $ | 1,577 | $ | 1,379 | |||||||||||||||||||||||||||||
| Net income margin from continuing operations | 6.7 | % | 6.3 | % | 5.9 | % | 5.7 | % | 5.8 | % | 5.6 | % | |||||||||||||||||||||||||||||
| Adjusted EBITDA margin from continuing operations | 10.6 | % | 11.5 | % | 10.4 | % | 9.6 | % | 10.3 | % | 9.7 | % | |||||||||||||||||||||||||||||
________________
(1)Consists of severance costs associated with a workforce reduction initiative. Total severance costs round up to $9 million.
(2)Consists of severance costs associated with the planned closure of our satellite offices in Lisle, Illinois and Kansas City, Missouri.
(3)Excludes accelerated depreciation charges as such amounts are included in the depreciation and amortization line in this table.
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(4)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.
(5)Includes a $32 million gain on the sale of our Utah hog farms and a $6 million gain on the sale of breeding stock to Murphy Family Farms in the fourth quarter of 2024.
(6)Represents the recognition of employee retention tax credits received under the CARES Act.
(7)Consists of gains recognized in connection with settlements of insurance claims associated with property damage. Also includes settlements of insurance claims in the second quarter of 2025 and the second and third quarters of 2024 for losses incurred in connection with past litigation.
(8)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 from Continuing Operations
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 from continuing operations, and the ratio of net debt to adjusted EBITDA from continuing operations. Net debt and the ratio of net debt to adjusted EBITDA from continuing operations 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 from continuing operations is a useful measure as it monitors the sustainability of our debt levels and our ability to take on additional debt against adjusted EBITDA from continuing operations, which is used as an operating 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 from continuing operations 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 from continuing operations 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 from continuing operations 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 | |||||||||||
| September 28, 2025 | December 29, 2024 | ||||||||||
| (in millions, except ratios) | |||||||||||
| Current portion of long-term debt and capital lease | $ | 3 | $ | 3 | |||||||
| Long-term debt and finance lease obligations | 2,001 | 1,999 | |||||||||
| Total debt and finance lease obligations | $ | 2,004 | $ | 2,002 | |||||||
| Cash and cash equivalents | (773) | (943) | |||||||||
| Net debt | $ | 1,231 | $ | 1,059 | |||||||
| Net income from continuing operations | $ | 884 | $ | 798 | |||||||
| Adjusted EBITDA from continuing operations | $ | 1,577 | $ | 1,379 | |||||||
| Ratio of total debt and finance lease obligations to net income from continuing operations | 2.3x | 2.5x | |||||||||
| Ratio of net debt to adjusted EBITDA from continuing operations | 0.8x | 0.8x | |||||||||
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
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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 September 28, 2025 | Packaged Meats | Fresh Pork | Hog Production | Other (1) | Corporate (2) | Unallocated (3) | Consolidated | ||||||||||||||||||||||||||||||||||
(in millions, except percentages) | |||||||||||||||||||||||||||||||||||||||||
| Operating profit (loss) | $ | 226 | $ | 10 | $ | 89 | $ | 10 | $ | (24) | $ | (1) | $ | 310 | |||||||||||||||||||||||||||
| Hog Production Reform | — | — | — | — | — | 1 | 1 | ||||||||||||||||||||||||||||||||||
| Insurance recoveries | — | — | — | — | — | (2) | (2) | ||||||||||||||||||||||||||||||||||
| Adjusted operating profit (loss) | $ | 226 | $ | 10 | $ | 89 | $ | 10 | $ | (24) | $ | (1) | $ | 310 | |||||||||||||||||||||||||||
| Operating profit (loss) margin | 10.8 | % | 0.5 | % | 10.9 | % | 7.7 | % | NM | NM | 8.3 | % | |||||||||||||||||||||||||||||
| Adjusted operating profit (loss) margin | 10.8 | % | 0.5 | % | 10.9 | % | 7.7 | % | NM | NM | 8.3 | % | |||||||||||||||||||||||||||||
| Three Months Ended September 29, 2024 | Packaged Meats | Fresh Pork | Hog Production | Other (1) | Corporate (2) | Unallocated (3) | Consolidated | ||||||||||||||||||||||||||||||||||
(in millions, except percentages) | |||||||||||||||||||||||||||||||||||||||||
| Operating profit (loss) | $ | 239 | $ | 28 | $ | 40 | $ | 20 | $ | (28) | $ | (15) | $ | 285 | |||||||||||||||||||||||||||
Hog Production Reform (4) | — | — | — | — | — | 3 | 3 | ||||||||||||||||||||||||||||||||||
Insurance recoveries (5) | — | — | — | — | — | (3) | (3) | ||||||||||||||||||||||||||||||||||
| Adjusted operating profit (loss) | $ | 239 | $ | 28 | $ | 40 | $ | 20 | $ | (28) | $ | (14) | $ | 286 | |||||||||||||||||||||||||||
| Operating profit (loss) margin | 12.5 | % | 1.4 | % | 5.5 | % | 17.1 | % | NM | NM | 8.5 | % | |||||||||||||||||||||||||||||
| Adjusted operating profit (loss) margin | 12.5 | % | 1.4 | % | 5.5 | % | 17.1 | % | NM | NM | 8.6 | % | |||||||||||||||||||||||||||||
________________
(1)Includes our Mexico and Bioscience operations.
(2)Represents general corporate expenses for management and administration of the business.
(3)Includes certain costs of sales, SG&A and operating gains that we do not allocate to our segments.
(4)Consists of loss on asset disposals, accelerated depreciation charges and other exit costs associated with our Hog Production Reform initiative.
(5)Consists of a gain recognized in the third quarter of 2024 for the settlement of a claim with an insurance carrier to recover losses incurred in connection with past litigation.
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| Nine Months Ended September 28, 2025 | Packaged Meats | Fresh Pork | Hog Production | Other (1) | Corporate (2) | Unallocated (3) | Consolidated | ||||||||||||||||||||||||||||||||||
(in millions, except percentages) | |||||||||||||||||||||||||||||||||||||||||
| Operating profit (loss) | $ | 792 | $ | 127 | $ | 112 | $ | 32 | $ | (79) | $ | (92) | $ | 892 | |||||||||||||||||||||||||||
| Litigation charges | — | — | — | — | — | 73 | 73 | ||||||||||||||||||||||||||||||||||
Reduction in workforce (4) | — | — | — | — | — | 9 | 9 | ||||||||||||||||||||||||||||||||||
Office closures (5) | — | — | — | — | — | 4 | 4 | ||||||||||||||||||||||||||||||||||
| Plant closure | — | — | — | — | — | 2 | 2 | ||||||||||||||||||||||||||||||||||
| Hog Production Reform | — | — | — | — | — | 2 | 2 | ||||||||||||||||||||||||||||||||||
Employee retention tax credits (6) | (5) | (5) | — | — | — | — | (10) | ||||||||||||||||||||||||||||||||||
Insurance recoveries (7) | — | — | — | — | — | (36) | (36) | ||||||||||||||||||||||||||||||||||
| Adjusted operating profit (loss) | $ | 787 | $ | 122 | $ | 112 | $ | 32 | $ | (79) | $ | (40) | $ | 934 | |||||||||||||||||||||||||||
| Operating profit (loss) margin | 12.8 | % | 2.0 | % | 4.3 | % | 8.9 | % | NM | NM | 7.9 | % | |||||||||||||||||||||||||||||
| Adjusted operating profit (loss) margin | 12.7 | % | 1.9 | % | 4.3 | % | 8.9 | % | NM | NM | 8.3 | % | |||||||||||||||||||||||||||||
| Nine Months Ended September 29, 2024 | Packaged Meats | Fresh Pork | Hog Production | Other (1) | Corporate (2) | Unallocated (3) | Consolidated | ||||||||||||||||||||||||||||||||||
| (in millions, except percentages) | |||||||||||||||||||||||||||||||||||||||||
| Operating profit (loss) | $ | 855 | $ | 196 | $ | (136) | $ | 18 | $ | (92) | $ | (59) | $ | 783 | |||||||||||||||||||||||||||
Hog Production Reform (8) | — | — | — | — | — | 13 | 13 | ||||||||||||||||||||||||||||||||||
| Incremental costs from destruction of property | — | — | — | — | — | 4 | 4 | ||||||||||||||||||||||||||||||||||
Insurance recoveries (7) | — | — | — | — | — | (4) | (4) | ||||||||||||||||||||||||||||||||||
Employee retention tax credits (6) | (38) | (41) | (8) | — | — | — | (87) | ||||||||||||||||||||||||||||||||||
| Adjusted operating profit (loss) | $ | 816 | $ | 155 | $ | (143) | $ | 18 | $ | (92) | $ | (45) | $ | 710 | |||||||||||||||||||||||||||
| Operating profit (loss) margin | 14.6 | % | 3.3 | % | (6.1) | % | 5.3 | % | NM | NM | 7.7 | % | |||||||||||||||||||||||||||||
| Adjusted operating profit (loss) margin | 13.9 | % | 2.6 | % | (6.5) | % | 5.3 | % | NM | NM | 7.0 | % | |||||||||||||||||||||||||||||
________________
(1)Includes our Mexico and Bioscience operations.
(2)Represents general corporate expenses for management and administration of the business.
(3)Includes certain costs of sales, SG&A and operating gains that we do not allocate to our segments.
(4)Consists of severance costs associated with a workforce reduction initiative.
(5)Consists of severance costs associated with the planned closure of our satellite offices in Lisle, Illinois and Kansas City, Missouri.
(6)Represents the recognition of employee retention tax credits received under the CARES Act.
(7)Consists of gains recognized in connection with settlements of insurance claims associated with property damage. Also includes settlements of insurance claims in the second quarter of 2025 and the second and third quarters of 2024 for losses incurred in connection with past litigation.
(8)Consists of contract termination costs, loss on asset disposals, employee termination benefits, accelerated depreciation charges and other exit costs associated with our Hog Production Reform initiative.
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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 29, 2024. 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 29, 2024.
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;
•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;
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•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 United States 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;
•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 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.
| September 28, 2025 | December 29, 2024 | ||||||||||
| (in millions) | |||||||||||
Livestock (1) | $ | (64) | $ | (30) | |||||||
Grains (1) | (2) | 6 | |||||||||
Energy (1) | 1 | (5) | |||||||||
| Foreign Currency | 1 | — | |||||||||
________________
(1)Negative amount represents net liabilities.
See “Note 10: 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.
| September 28, 2025 | December 29, 2024 | ||||||||||
| (in millions) | |||||||||||
| Livestock | $ | 56 | $ | 64 | |||||||
| Grains | 5 | 11 | |||||||||
| Energy | 2 | 4 | |||||||||
| Foreign Currency | 3 | — | |||||||||
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Interest Rate Risk
The following table presents the fair values and carrying values of our fixed-rate debt.
| September 28, 2025 | December 29, 2024 | ||||||||||||||||||||||
| Fair Value | Carrying Value | Fair Value | Carrying Value | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Total debt | $ | 1,898 | $ | 1,985 | $ | 1,821 | $ | 1,983 | |||||||||||||||
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 $32 million and $43 million as of September 28, 2025 and December 29, 2024, respectively.
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. The fair values of interest rate swaps as of September 28, 2025 and December 29, 2024 were not material.
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 September 28, 2025 and December 29, 2024 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 September 28, 2025, 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 21: 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 Registration Statement on Form S-1 filed on September 3, 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 September 28, 2025, 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 | |||||||
| 10.1** | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1** | ||||||||
| 32.2** | ||||||||
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| 101 | The following information from our Quarterly Report on Form 10-Q for the quarter ended September 28, 2025, 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. | |||||||
| 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 October 28, 2025
Mark L. Hall
Chief Financial Officer
/s/ R. Allen Brobst, Jr. October 28, 2025
R. Allen Brobst, Jr.
Chief Accounting Officer
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