10-Q – 2025-10-28 – smf-20250928.htm

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
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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  %

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(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 , modified, or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as the terms are defined in Item 408(a) of Regulation S-K.

ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The following documents are filed as a part of this report:

Exhibit Number
Description of Exhibit

10.1** Omnibus Amendment, dated as of July 22, 2025, to (i) the Fifth Amended and Restated Credit and Security Agreement, dated as of December 22, 2022, among Smithfield Receivables Funding LLC, the Registrant, certain lender parties thereto, Coöperatieve Rabobank U.A., New York Branch, PNC Bank, National Association, and PNC Capital Markets LLC, and (ii) the Fifth Amended and Restated Receivables Sale Agreement, dated as of December 22, 2022, among the Registrant, SFFC, Inc., Smithfield Support Services Corp., Smithfield Fresh Meats Sales Corp., Smithfield Fresh Meats Corp., Smithfield Direct, LLC, Smithfield Bioscience, Inc., Smithfield Packaged Meats Sales Corp. and Smithfield Receivables Funding LLC (filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant with the SEC on July 24, 2025 and incorporated herein by reference).

31.1* Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2* Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1** Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2** Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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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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