What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-08-12 compared with 2025-04-29 · 317 added, 175 removed, 423 unchanged (54% of the section changed)

30 unchanged sentences

The Hog Production segment also sells grains and feed to external customers.

In fiscal year 2024 and the first quarter of fiscal year 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.

Our 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 first quarter of 2025 and the three months ended March 30, 2025 are to the 13-week period ended March 30, 2025.

All references to the first quarter of 2024 and the three months ended March 31, 2024 are to the 13-week period ended March 31, 2024.

In fiscal year 2024 and through the second 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.

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 second quarter of 2025 and the three months ended June 29, 2025 are to the 13-week period ended June 29, 2025.

All references to the second quarter of 2024 and the three months ended June 30, 2024 are to the 13-week period ended June 30, 2024.

Each of the six months ended June 29, 2025 and June 30, 2024 consisted of 26-weeks.

Growth Strategies

7 unchanged sentences

• executing synergistic and complementary mergers and acquisitions.

Key Factors Affecting Our Results of Operations and Financial Condition

The following are key factors that have influenced our results of operations in the past and may influence our results in the future.

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

5 unchanged sentences

We have also expanded to new categories and grown distribution of under-indexed brands in under-penetrated locations.

In addition to the prior initiatives, we also 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.

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.

packaged meats market is supported by long-term secular tailwinds, including consumer demand for high-protein diets, high-quality nutrition, product versatility and convenience.

5 unchanged sentences

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 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.

Raw materials are the largest component of our total cost of goods sold, with feed

ingredients and hogs accounting for the majority share.

The prices of feed ingredients, hogs and pork fluctuate based on market dynamics which can affect our margins.

We enter into hedging transactions for these commodities when we determine conditions are appropriate to mitigate the inherent price risks.

8 unchanged sentences

Those exports primarily consist of fresh pork products.

For the quarter ended March 30, 2025, our export sales into China accounted for approximately 3% of our total sales.

As of April 29, 2025, products we export to China face tariffs that range from 140% to 172%, with most products subject to 172% tariff rates.

For the first six months of 2025, our export sales into China accounted for approximately 2% of our total sales.

As of June 29, 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, and 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.

Current tariff rates imposed on our products by China could cause us to reduce or even cease selling our products into China.

On April 10, 2025, the U.S.

indicated that tariff rates would be increased on countries other than China that fail to enter into bilateral trade deals with the U.S.

We are unable to predict whether the U.S.

will enter into bilateral trade agreements with any other country, whether the U.S.

will impose additional tariffs on other countries or whether those other countries will retaliate with tariffs that apply to the products we export.

Recent Developments

The following events and transactions have had, and/or will have, an impact on our results of operations and/or financial condition:

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.

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 June 29, 2025 and December 29, 2024, we had contingent liabilities totaling $194 million and $141 million, respectively, in accrued expenses and other current liabilities on the condensed consolidated balance sheets related to litigation matters.

We recorded charges of $80 million in the three and six months ended June 29, 2025 for litigation matters in SG&A in the condensed consolidated statements of income.

We did not record any significant charges for litigation matters in the three and six months ended June 30, 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 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 referred to 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.

We are in the process of evaluating the impact of the OBBB on our consolidated financial statements and will account for its effects in the third quarter of fiscal year 2025 — the period in which the OBBB was enacted.

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 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.

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.

Initial Public Offering

2 unchanged sentences

The remaining 13,043,479 shares of common stock were sold by our existing shareholder.

Our existing shareholder granted the underwriters a 30-day

option to purchase up to 3,913,042 additional shares of our common stock.

Our existing shareholder 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 our existing shareholder.

4 unchanged sentences

The options and substantially all RSUs vest over a five year period, with 20% vesting each year.

We recognized compensation expense totaling $2 million associated with these equity instruments in the first quarter of 2025.

Unrecognized compensation expense totaled $45 million as of March 30, 2025, which is expected to be recognized on a straight-line basis over the remaining vesting period of 4.8 years.

We recognized compensation expense totaling $2 million and $4 million associated with these equity instruments during the three and six months ended June 29, 2025.

Unrecognized compensation expense totaled $42 million as of June 29, 2025, which is expected to be recognized on a straight-line basis over the remaining vesting period of 4.6 years.

Altoona, Iowa Facility Closure

7 unchanged sentences

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 consolidated financial statements for all periods presented.

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

4 unchanged sentences

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.

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 will supply approximately 3.2 million hogs annually.

We will supply animal feed and other supplies and provide certain support services 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 will supply approximately 600,000 hogs annually.

In addition, we will supply animal feed and provide certain support services to VisionAg.

In the first quarters of 2025 and 2024, we recognized charges totaling $1 million and $10 million, respectively, associated with Hog Production Reform in cost of sales in the condensed consolidated statements of income.

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 six months ended June 30, 2024, we recognized charges totaling $10 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

March 30, 2025 March 31, 2024 $ Change % Change

(in millions)

Three Months Ended Six Months Ended

2025 June 30,

2024 $ Change % Change June 29,

2025 June 30,

2024 $ Change % Change

(in millions) (in millions)

Sales $ 3,786 $ 3,412 $ 374 11.0 % $ 7,558 $ 6,856 $ 701 10.2 %

2 unchanged sentences

Selling, general and administrative expenses 268 194 74 38.1 % 465 393 72 18.3 %

Operating gains

(9) (1) (8) NM

Operating gains (30) (2) (28) NM (39) (3) (36) NM

Operating profit 260 334 (74) (22.2) % 582 498 84 16.8 %

3 unchanged sentences

Income tax expense 62 58 5 8.4 % 134 96 38 39.1 %

Loss from equity method investments 5 1 4 NM

Loss from equity method investments 3 — 3 NM 8 1 7 NM

Net income from continuing operations 188 259 (71) (27.3) % 415 372 44 11.8 %

Net income (loss) from continuing operations attributable to noncontrolling interests 4 (2) 5 NM

Net income from continuing operations attributable to noncontrolling interests — 3 (3) NM 4 2 2 109.0 %

Net income from continuing operations attributable to Smithfield $ 188 $ 256 $ (68) (26.4) % $ 412 $ 370 $ 42 11.3 %

Operating Profit by Segment

Three Months Ended

March 30, 2025 March 31, 2024 $ Change % Change

(in millions)

Three Months Ended Six Months Ended

2025 June 30,

2024 $ Change % Change June 29,

2025 June 30,

2024 $ Change % Change

(in millions) (in millions)

Packaged Meats

2 unchanged sentences

Hog Production

22 (2) 24 NM 23 (176) 199 NM

7 7 1 8.5 % 22 (2) 23 NM

2 unchanged sentences

Operating profit $ 260 $ 334 $ (74) (22.2) % $ 582 $ 498 $ 84 16.8 %

We recently removed income from equity method investments from the measure of segment profit reviewed by our Chief Operating Decision Maker.

Accordingly, the historical segment results presented herein have been retrospectively adjusted to remove income from equity method investments.

Results of Operations Analysis

The following discussion provides an analysis of our results of operations for the first quarter of 2025 compared to the first quarter of 2024.

Three Months Ended

March 30, 2025 March 31, 2024 $ Change % Change

(in millions)

The following discussion provides an analysis of our results of operations for the second quarter of 2025 compared to the second quarter of 2024 and for the first six months of 2025 compared to the first six months of 2024.

Three Months Ended Six Months Ended

June 29, 2025 June 30, 2024 $ Change % Change June 29, 2025 June 30, 2024 $ Change % Change

(in millions) (in millions)

Sales by segment:

10 unchanged sentences

Consolidated sales $ 3,786 $ 3,412 $ 374 11.0 % $ 7,558 $ 6,856 $ 701 10.2 %

Second Quarter—2025 vs.

Packaged Meats.

Segment sales increased by $24 million, or 1.2%, as a 5.7% increase in average sales price more than offset a 4.2% decrease in sales volume.

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, and a favorable shift in product mix.

The decrease in volume was primarily attributable to lower holiday ham sales due to the timing of Easter, which occurred later in 2025 as compared to 2024.

Segment sales increased by $95 million, or 4.9%, primarily attributable to a 4.8% increase in our average sales price.

The increase in average sales price is reflective of lower pork supply and steady demand.

first quarter of 2025, fresh pork cut-out values reported by the U.S.

Department of Agriculture (“USDA”) averaged $0.95 per pound, up 5.9% from the same period last year.

Sales volume was consistent year-over-year.

Segment sales increased by $134 million, or 6.9%, as a result of a 4.5% increase in sales volume and a 2.3% increase in average sales price.

The increase in volume was primarily attributable to higher holiday ham sales due to the timing of Easter, which occurred later in 2025 as compared to 2024.

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, partially offset by an unfavorable shift in product mix attributable to the timing of the Easter holiday year-over-year.

Segment sales increased by $99 million, or 5.0%, primarily attributable to a 3.3% increase in our average sales price and a 1.7% increase in sales volume.

The increase in the average sales price is consistent with a 3.3% increase in the cut-out values reported by the USDA, which averaged $1.03 per pound in the second quarter of 2025, primarily due to an increased demand for pork.

Hog Production.

Segment sales increased by $65 million, or 8.4%, primarily due to the following factors, which more than offset an approximately 850,000, or 24%, decrease in the number of market hogs sold due to our strategic initiative to optimize the size of our hog production operations and reduce the number of hogs we produce.

• The sale of commercial hog inventories to Murphy Family Farms and VisionAg, which accounted for approximately $155 million in sales in the first quarter of 2025.

• An increase in our average market hog sales price primarily attributable to a 14.1% increase in the lean hog price index published by the Chicago Mercantile Exchange.

• A $73 million increase in grain and feed sales primarily attributable to our feed supply agreements in connection with our investments in Murphy Family Farms and VisionAg.

Segment sales decreased by $10 million, or 8.6%, primarily attributable to our Mexico operations, which experienced a 14.1% decline in volume partially offset by an 8.6% increase in average sales price.

• A $116 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 $103 million in the second quarter of 2025, consisting primarily of the sale of commercial hog inventories and transportation services.

Our average market hog sales price remained consistent year-over-year, inclusive of the effects of hedging as compared to a 4.1% increase in the lean hog price index published by the Chicago Mercantile Exchange (“CME”).

Inter-segment Eliminations

• Fresh Pork.

The increase in inter-segment sales by our Fresh Pork segment was primarily attributable to higher market values for fresh pork components sold to our Packaged Meats segment.

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 1.9% 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 Six Months—2025 vs.

Packaged Meats.

Segment sales increased by $159 million, or 4.0%, as a result of a 4.1% 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.

Segment sales increased by $194 million, or 5.0%, primarily attributable to a 4.1% increase in our average sales price and a 0.9% increase in sales volume.

The increase in the average sales price is reflective of a 4.5% increase in the cut-out values reported by the USDA, which averaged $0.99 per pound in the first half of 2025, primarily due to an increased demand for pork.

Hog Production.

Segment sales increased by $291 million, or 19.6%, primarily due to the following factors, which more than offset an approximately 1.6 million, or 22%, decrease in the number of market hogs sold due to our strategic initiative to optimize the size of our hog production operations and reduce the number of hogs we produce.

• Sales of commercial hog inventories, transportation services and other ancillary goods and services to Murphy Family Farms and VisionAg totaled $271 million in the first six months of 2025.

• A $189 million increase in grain and feed sales primarily attributable to our feed supply agreements with Murphy Family Farms and VisionAg.

• An increase in our average market hog sales price year-over-year, inclusive of the effects of hedging, of 8.2% primarily attributable to an 8.7% increase in the lean hog price index published by the CME.

Inter-segment Eliminations

• Fresh Pork.

• Hog Production.

Cost of Sales

Three Months Ended

March 30, 2025 March 31, 2024 $ Change % Change

(in millions)

Three Months Ended Six Months Ended

June 29, 2025 June 30, 2024 $ Change % Change June 29, 2025 June 30, 2024 $ Change % Change

(in millions) (in millions)

Packaged Meats

7 unchanged sentences

Cost of sales $ 3,288 $ 2,885 $ 403 14.0 % $ 6,549 $ 5,967 $ 582 9.8 %

Second Quarter—2025 vs.

Packaged Meats.

Cost of sales in our Packaged Meats segment increased by $44 million, or 2.7%, driven primarily by an increase in raw material costs attributable to the net effect of higher fresh pork market prices and lower sales volume.

Cost of sales in our Fresh Pork segment increased by $125 million, or 7.0%, driven primarily by a $160 million increase in raw material attributable to higher market prices for hogs.

Manufacturing and distribution costs decreased by $36 million due to lower freight rates and cost improvement initiatives, including the closure of our Altoona, IA facility.

Cost of sales in our Packaged Meats segment increased by $173 million, or 11.4%, driven primarily by the following factors:

• A $146 million increase in raw material costs attributable to the effects of higher fresh pork market prices and higher sales volume.

• A $32 million decrease in employee retention tax credits.

Cost of sales in our Fresh Pork segment increased by $127 million, or 6.8%, driven primarily by the following factors, which more than offset manufacturing and distribution cost savings:

• A $108 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 $52 million, or 6.0%, primarily due to $147 million in costs attributable to the commercial hog inventories sold to Murphy Family Farms and VisionAg, which were partially offset by the following factors:

• A $52 million decrease in raw material costs primarily attributable to lower prices for feed ingredients, including the effects of hedging.

• A $31 million decrease in operating costs largely attributable to our strategic initiative to optimize the size of our Hog Production operations.

Cost of sales in our Hog Production segment increased by $42 million, or 5.5%, due to:

• A $115 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 $108 million in the second quarter of 2025, consisting primarily of commercial hog inventories and transportation services.

• An $8 million decrease in employee retention tax credits.

These increases were partially offset by a $103 million decrease in raw material costs, a $70 million decrease in operating costs and a $16 million decrease in the cost of breeding stock sales, largely attributable to the reduction in the size of our hog production operations.

First Six Months—2025 vs.

Packaged Meats.

Cost of sales in our Packaged Meats segment increased by $217 million, or 6.9%, driven primarily by the following factors, which more than offset manufacturing and distribution cost savings:

• A $200 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.

Cost of sales in our Fresh Pork segment increased by $252 million, or 6.9%, driven primarily by the following factors, which more than offset manufacturing and distribution cost savings:

• A $268 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 $93 million, or 5.7%, due to:

• 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 $260 million in the first six months of 2025.

• A $187 increase in the cost of grain and feed sales primarily attributable to our feed supply agreements with Murphy Family Farms and VisionAg.

• An $8 million decrease in employee retention tax credits.

These increases were partially offset by a $227 million decrease in raw material costs, a $105 million decrease in operating costs and a $29 million decrease in the cost of breeding stock sales, largely attributable to the reduction in the size of our hog production operations.

Cost of sales in our Other segments decreased by $32 million, or 14.2%, driven primarily by the following factors:

• A $15 million decrease in raw material costs in our Mexico operations primarily attributable to lower sales volume and lower market prices for feed ingredients.

• A $9 million decrease in manufacturing and distribution costs in our Mexico operations due in part to lower sales volume.

• A $13 million decrease in raw material costs in our Bioscience operations due primarily to lower sales volume.

• A $13 million decrease in manufacturing and distribution costs in our Mexico operations due in part to lower sales volume.

• A $4 million decrease in raw material costs in our Mexico operations primarily attributable to lower sales volume partially offset by higher market prices for feed ingredients.

Selling, General and Administrative Expenses

Three Months Ended

March 30, 2025 March 31, 2024 $ Change % Change

(in millions)

Three Months Ended Six Months Ended

June 29, 2025 June 30, 2024 $ Change % Change June 29, 2025 June 30, 2024 $ Change % Change

(in millions) (in millions)

Packaged Meats

4 unchanged sentences

6 5 1 16.9 % 12 12 — 0.6 %

Unallocated 12 9 4 41.5 %

Unallocated 98 4 94 NM 111 13 98 NM

Corporate expenses

1 unchanged sentence

Selling, general and administrative expenses $ 268 $ 194 $ 74 38.1 % $ 465 $ 393 $ 72 18.3 %

Selling, general and administrative expenses (“SG&A”) decreased by $2 million, or 0.9%, primarily as a result of cost savings initiatives, which were partially offset by a $6 million increase in accruals for employee termination benefits.

SG&A increased by $74 million, or 38.1%, and $72 million, or 18.3%, for the second quarter and first six months of 2025, respectively, primarily due to the following factors, which more than offset various expense savings, including those attributable to our workforce reduction initiative:

• An increase in the accrual for litigation charges totaling $80 million.

These charges were not allocated to our operating segments.

• Accruals for employee termination benefits totaling $10 million for the first six months of 2025 resulting from our reduction in workforce initiative and decision to close our corporate offices in Lisle, Illinois and Kansas City, Missouri.

These charges were not allocated to our operating segments.

Operating Gains

Operating gains consists of the following items:

Three Months Ended

March 30, 2025 March 31, 2024

Three Months Ended Six Months Ended

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

(in millions)

Insurance recoveries (1)

$ (29) $ (1) $ (35) $ (1)

Gain on disposal of assets — — (2) (1)

Other operating gains (1) (1) (2) (1)

Total operating gains $ (9) $ (1)

Operating gains $ (30) $ (2) $ (39) $ (3)

________________

(1) Represents a gain from an insurance recovery in connection with a fire at our Tar Heel, North Carolina rendering facility that occurred in 2021.

(1) Consists of a gain recognized in the second quarter of 2025 related to the settlement of a claim against an insurance carrier for losses incurred in connection with past litigation and a gain recognized in the first quarter of 2025 in connection with a 2021 fire at our Tar Heel, North Carolina rendering facility.

Interest Expense, Net

Interest expense, net decreased by $4 million, or 27.2%, due to higher levels of cash and cash equivalents earning interest in the first quarter of 2025 as compared to the same period a year ago, while interest rates on borrowings were largely fixed.

Non-operating Gains

Non-operating gains consisted of the following items:

Three Months Ended

March 30, 2025 March 31, 2024

Interest expense, net decreased by $9 million, or 45.0%, and $13 million, or 37.1%, for the second quarter and first six months of 2025, respectively, due to higher levels of cash and cash equivalents earning interest in the current year.

Non-operating (Gains) Losses

Non-operating (gains) losses consisted of the following items:

Three Months Ended Six Months Ended

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

(in millions)

Gain on nonqualified retirement plan assets $ (8) $ (3) $ (6) $ (9)

Net pension and postretirement benefits cost (1)

(Gain) loss on nonqualified retirement plan assets 2 (6)

Non operating (gains) losses $ (4) $ (2) $ 2 $ (6)

3 unchanged sentences

Income Tax Expense

Income tax expense increased by $33 million, or 84.6%, primarily due to higher year-over-year earnings.

Our effective tax rate attributable to continuing operations for the three months ended March 30, 2025 was 23.6%, compared to 25.5%, for the corresponding period a year ago.

Income tax expense increased year-over-year by $5 million, or 8.4%, for the second quarter and $38 million, or 39.1%, for the first six months primarily due to higher earnings year-over-year.

Our effective tax rate attributable to continuing operations increased to 24.6% from 18.2% for the second quarters of 2025 and 2024, respectively, and to 24.0% from 20.5% for the first six months of 2025 and 2024, respectively, due to the combined impact of increased profitability in the current year, a settlement with state tax authorities and the disallowance of certain officers’ compensation..

Loss from Equity Method Investments

Loss from equity method investments increased to $5 million in the first quarter of 2025 from $1 million in the corresponding period a year ago.

The increase in loss was primarily attributable to our biogas joint ventures.

Loss from equity method investments increased by $3 million and $7 million for the second quarter and first six months of 2025, respectively, 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 March 30, 2025, we had $3,230 million of available liquidity consisting of $928 million in cash and cash equivalents and $2,303 million of availability under our committed credit facilities.

Availability under our committed credit facilities is reduced by the principal amount of our outstanding commercial paper.

As of June 29, 2025, we had $3,225 million of available liquidity consisting of $928 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

March 30, 2025

June 29, 2025

Facility Capacity Borrowing

11 unchanged sentences

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 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, make acquisitions, loans, advances or investments, pay dividends, sell or otherwise transfer assets, optionally prepay or modify terms of any junior indebtedness or enter into transactions with affiliates, each subject to certain exceptions as set forth therein.

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.

Securitization Facility

Accounts Receivable Securitization Facility

We maintain a $225 million accounts receivable securitization facility (“Securitization Facility”), which matures in November 2027.

2 unchanged sentences

The SPV is included in our condensed consolidated financial statements and therefore the accounts receivable owned by it are included in our condensed consolidated balance sheets.

However, the accounts receivable owned by the SPV are separate and distinct from our other assets and are not available to our other creditors should we become insolvent.

As of March 30, 2025, the SPV held $432 million of accounts receivable.

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

As of June 29, 2025, the SPV held $410 million of accounts receivable.

We must maintain certain ratios related to the collection of our receivables as a condition of the Securitization Facility agreement.

As of March 30, 2025, we had $22 million in letters of credit issued under the Securitization Facility.

As of June 29, 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, we maintain an uncommitted $250 million accounts receivable monetization facility (“Monetization Facility”).

At Smithfield’s election and subject to the purchasing banks’ approval, certain accounts receivable may be sold by the SPV to purchasing banks, so long as the uncollected outstanding amount of accounts receivable sold pursuant to the Monetization Facility does not exceed $250 million in the aggregate at any time, among other limitations.

In the event of a sale, the purchasing banks assume all credit risk related to the receivables while we maintain risk associated with customer disputes.

We account 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 recognizing a discount on the sale in SG&A in the condensed consolidated statement of income.

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 continue to service all receivables sold under the Monetization Facility.

As of March 30, 2025, the uncollected balance of receivables that had been sold to purchasing banks was $240 million.

We had no servicing asset or liability outstanding as of March 30, 2025.

On behalf of the purchasing banks, we serviced all receivables sold under the Monetization Facility.

As of June 29, 2025, the uncollected balance of receivables that had been sold to purchasing banks was $232 million.

We had no servicing asset or liability outstanding as of June 29, 2025.

In the first quarter of 2023, we sold $227 million of accounts receivable at a discount and received proceeds totaling $225 million.

We reinvested $785 million and $821 million of cash collections from customers in the revolving sale of accounts receivable to purchasing banks in the three months ended March 30, 2025 and March 31, 2024, respectively.

We recognized charges totaling $3 million and $3 million in first quarters of 2025 and 2024, respectively, attributable to the discount on the sale of accounts receivable in SG&A in the condensed consolidated statement of income.

We reinvested $803 million and $774 million of cash collections from customers in the revolving sale of accounts receivable to purchasing banks in the three months ended June 29, 2025 and June 30, 2024, respectively and $1,829 million and $1,814 million in the six months ended June 29, 2025 and June 30, 2024, respectively.

We recognized charges totaling $3 million and $4 million in the second quarters of 2025 and 2024, respectively, and $6 million and $7 million in the first six months of 2025 and 2024, respectively, attributable to the discount on the sale of accounts receivable in SG&A in the condensed consolidated statement of income.

On July 22, 2025, we terminated the Monetization Facility.

The Monetization Facility originally was 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.

Cash Flows From Operating Activities of Continuing Operations

Three Months Ended

March 30, 2025 March 31, 2024

Six Months Ended

June 29, 2025 June 30, 2024

(in millions)

3 unchanged sentences

Net income from continuing operations $ 415 $ 372

Adjustments to reconcile net income from continuing operations to net cash flows used in operating activities of continuing operations:

Adjustments to reconcile net income from continuing operations to net cash flows from operating activities of continuing operations:

Depreciation and amortization 165 165

5 unchanged sentences

Other (27) 46

Net cash flows used in operating activities of continuing operations $ (166) $ (219)

The decrease in net cash flows used in operating activities of continuing operations year-over-year was primarily driven by higher earnings, partially offset by adverse changes in working capital.

Net cash flows from (used in) operating activities of continuing operations $ 108 (9)

The increase in net cash flows from operating activities of continuing operations year-over-year was primarily driven by changes in working capital, deferred taxes and accumulated other comprehensive income associated with hedging activity, as well as higher earnings.

The following describes the significant changes in working capital:

• Accounts receivable.

Accounts receivable increased in the first quarter of 2025 primarily due to the sale of commercial hog inventories and feed to Murphy Family Farms and VisionAg.

Accounts receivable increased in the first six months of 2025 primarily due to the sale of commercial hog inventories and feed to Murphy Family Farms and VisionAg.

• Inventories.

Inventories decreased in both periods primarily due to lower inventory volumes attributable to Hog Production Reform.

The decrease in the first quarter of 2025 was partially offset by increases in meat inventories largely due to the timing of the Easter holiday in 2025 relative to 2024.

Inventories decreased in both periods due to lower inventory volumes attributable to Hog Production Reform with a larger impact in the first six months of 2025 due to the sale of commercial hog inventories to Murphy Family Farms and VisionAg.

Additionally, feed inventories decreased in both periods primarily due to the routine consumption of grain purchased during the prior-year harvest.

The decreases in both periods were partially offset by increases in meat inventories largely due to the normal seasonal build-up for the summer and holidays.

• 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 each year.

Payments to certain farmers for these purchases are deferred until the first quarter of the following year.

• Accrued expenses and other current liabilities.

Accrued expenses and other current liabilities decrease seasonally in the first quarter each year due to payout of variable compensation earned in prior years.

The decrease in both years was partially offset by increases in current income taxes payable.

Additionally, the decrease in accrued expenses and other current liabilities in the first quarter of 2024 reflects the payout of contract termination and other exit costs attributable to our Hog Production Reform activities.

Accrued expenses and other current liabilities decrease seasonally in the first quarter each year due to payout of variable compensation earned in the prior year.

The fluctuation year-over-year was primarily attributable to changes in our accruals for litigation matters and amounts due to participating banks in connection with the monetization facility.

Additionally, the decrease in accrued expenses and other current liabilities in the first six months of 2024 reflects the payout of contract termination and other exit costs attributable to our Hog Production Reform activities.

Cash Flows From Investing Activities of Continuing Operations

Three Months Ended

March 30, 2025 March 31, 2024

Six Months Ended

June 29, 2025 June 30, 2024

(in millions)

5 unchanged sentences

• Capital expenditures.

Capital expenditures for both periods consisted primarily of various plant expansion, automation and improvement projects.

Capital expenditures for both periods consisted primarily of various plant automation and improvement projects.

Cash Flows From Financing Activities of Continuing Operations

Three Months Ended

March 30, 2025 March 31, 2024

Six Months Ended

June 29, 2025 June 30, 2024

(in millions)

1 unchanged sentence

Net proceeds from issuance of common stock $ 236 $ —

Payment of dividends — (88)

Repayments to Securitization Facility — (14)

Proceeds from Securitization Facility — 14

Principal payments on long-term debt and finance lease obligations (1) (19)

Payment of dividends (197) (182)

Net cash flows from (used in) financing activities of continuing operations $ 38 $ (202)

The following items explain certain significant financing activities:

• Net proceeds from the issuance of common stock.

In the first quarter of 2025, we received net proceeds from the issuance of common stock of $236 million after deducting underwriting discounts, commissions and fees.

Other Anticipated or Potential Cash Requirements

2 unchanged sentences

We plan to continue to support the business in 2025 through capital expenditures in the range of $400 million to $500 million, inclusive of profit improvement projects, such as packaged meats capacity expansion and automation, as well as repairs and maintenance.

Returning cash to shareholders in the form of dividends is a top priority for the Company.

On March 24, 2025, our Board declared a quarterly cash dividend of $0.25 per share of common stock, which was paid on April 22, 2025, to shareholders of record on April 10, 2025.

On April 22, 2025 and May 29, 2025, we paid dividends of $0.25 per share to shareholders.

On July 31, 2025, we announced a quarterly dividend of $0.25 per share to be paid to shareholders on August 28, 2025.

We anticipate the remaining quarterly dividend for fiscal 2025 will be $0.25 per share, resulting in an annual dividend rate for fiscal 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.

8 unchanged sentences

The redemption value for the NCI is fair value.

As of March 30, 2025, the value of the NCI on our condensed consolidated balance sheet was $243 million.

As of June 29, 2025, the value of the NCI on our condensed consolidated balance sheet was $245 million.

Contingent Losses

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 Grain Inspection, Packers and Stockyard Administration, the USDA, the U.S.

Occupational Safety and Health Administration, the Commodity 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.

The condensed consolidated financial statements reflect accruals for contingent losses associated with various claims.

These matters will not affect our profits or losses in future periods unless our accruals prove to be insufficient or excessive.

It is reasonably possible that a change in our estimates may occur in the near term and that our accruals could be insufficient.

We are unable to estimate the amount of possible loss in excess of our accruals, which could be material.

Additionally, 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.

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:

11 unchanged sentences

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.

We and certain other joint venture partners in Monarch joint and severally guarantee Monarch’s debt, interest and fees, as more fully described in “Note 12:

Guarantees” to the condensed consolidated financial statements included

in Part I, Item 1 of this Quarterly Report on Form 10-Q .

As of March 30, 2025, the maximum amount of loans that could be outstanding under Monarch’s debt agreements was $61 million and the loans mature in June 2025.

Monarch’s outstanding debt was $56 million as of March 30, 2025

The guarantee involves elements of performance and credit risk and is not included in the condensed consolidated balance sheets.

We could become liable in connection with Monarch’s obligation depending on the ability of Monarch to perform on its obligation.

If we consider it probable that we will become responsible for the obligation, we would record the liability on our condensed consolidated balance sheet.

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

10 unchanged sentences

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.

Three Months Ended

March 30, 2025 March 31, 2024 Affected income statement

Three Months Ended Six Months Ended Affected income statement

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

(in millions, except per share data)

Net income from continuing operations attributable to Smithfield $ 188 $ 256 $ 412 $ 370

Litigation charges 73 — 73 — SG&A

Reduction in workforce (1)

1 unchanged sentence

— — 2 — Cost of sales

Office closures (2)

Hog Production Reform (3)

2 unchanged sentences

Plant closure — — 2 — Cost of sales

Incremental costs from destruction of property — 2 — 4 Cost of sales

Employee retention tax credits (4)

(10) (86) (10) (86) Cost of sales

Employee retention tax credits (4)

— (1) — (1) SG&A

Insurance recoveries (5)

(29) (1) (35) (1) Operating gains

Incremental costs from the destruction of property — 3 Cost of sales

Income tax effect of non-GAAP adjustments (6)

6 unchanged sentences

Total severance costs round up to $9 million.

(2) Consists of contract termination costs and accelerated depreciation charges associated with certain farm closures in connection with our Hog Production Reform initiative.

(3) Represents a gain from an insurance recovery in connection with a fire at our Tar Heel, North Carolina rendering facility that occurred in 2021.

(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, employee termination benefits and accelerated depreciation charges 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, including:

(1) a gain recognized in the second quarter of 2025 related to a claim against an insurance carrier for losses incurred in connection with past litigation and (2) a gain recognized in the first quarter of 2025 in connection with a 2021 fire at our Tar Heel, North Carolina rendering facility.

(6) Represents the tax effects of the non-GAAP adjustments based on a statutory tax rate of 25.7%.

8 unchanged sentences

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 Twelve Months Ended

March 30, 2025 March 31, 2024 December 29, 2024 March 30, 2025 Affected Income Statement Account

Three Months Ended Six Months Ended Twelve Months Ended Affected Income Statement Account

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024 June 29, 2025 December 29, 2024

(in millions, except percentages)

5 unchanged sentences

EBITDA from continuing operations $ 344 $ 419 $ 736 $ 668 $ 1,542 $ 1,474

Reduction in workforce 6 — — 6 SG&A

Reduction in workforce 2 — — 2 Cost of sales

Plant closure 1 — — 1 Cost of sales

Litigation charges 73 — 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 — 4 — SG&A

Plant closure (3)

— — 1 — 1 — Cost of sales

Hog Production Reform (4)

2 unchanged sentences

— — (1) — (39) (38) Operating gains

Insurance recoveries (6) — (4) (10) Operating gains

Incremental costs from destruction of property — 2 — 4 — 4 Cost of sales

3 unchanged sentences

— (1) — (1) — (1) SG&A

Insurance recoveries (7)

(29) (1) (35) (1) (37) (4) Operating gains

Adjusted EBITDA from continuing operations $ 381 $ 333 $ 777 $ 594 $ 1,562 $ 1,379

2 unchanged sentences

________________

(1) The twelve months ended December 29, 2024 consisted primarily of contract termination and other farm closure costs and other costs and losses associated with our Hog Production Reform initiative.

(2) Excludes accelerated depreciation charges of $1 million and $2 million for the three months ended March 30, 2025 and the twelve months ended December 29, 2024, respectively, as such charges are included in the depreciation and amortization line in this table.

(3) Fiscal year 2024 included 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.

(4) Represents the recognition of employee retention tax credits received under the Coronavirus Aid, Relief, and Economic Security Act.

(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 in the amount of $1 million recognized in the first six months of 2025 as such charges are included in the depreciation and amortization line in this table.

(4) Consists of contract termination costs and employee termination benefits charges associated with our Hog Production Reform initiative.

Excludes accelerated depreciation charges of $1 million and $2 million recognized in the first quarter of 2025 and the last six months of 2024, respectively, as such charges 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, including:

Net Debt and Ratio of Net Debt to Adjusted EBITDA from Continuing Operations

6 unchanged sentences

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

March 30, 2025 December 29, 2024

2025 December 29, 2024

(in millions, except ratios)

14 unchanged sentences

Three Months Ended

March 30, 2025 Packaged Meats Fresh Pork Hog Production Other (1)

June 29, 2025 Packaged Meats Fresh Pork Hog Production Other (1)

Corporate (2)

2 unchanged sentences

Operating profit (loss) $ 301 $ 35 $ 22 $ 7 $ (26) $ (80) $ 260

Litigation charges — — — — — 73 73

Office closures (4)

— — — — — 4 4

Employee retention tax credits (5)

(5) (5) — — — — (10)

Insurance recoveries (6)

— — — — — (29) (29)

Adjusted operating profit (loss) $ 296 $ 30 $ 22 $ 7 $ (26) $ (31) $ 298

Operating profit (loss) margin 14.5 % 1.7 % 2.6 % 6.1 % NM NM 6.9 %

Adjusted operating profit (loss) margin 14.2 % 1.4 % 2.6 % 6.1 % NM NM 7.9 %

Three Months Ended

June 30, 2024 Packaged Meats Fresh Pork Hog Production Other (1)

Corporate (2)

Unallocated (3)

(in millions, except percentages)

Operating profit (loss) $ 330 $ 58 $ (2) $ 7 $ (32) $ (27) $ 334

Incremental costs from destruction of property — — — — — 2 2

Insurance recoveries — — — — — (1) (1)

Employee retention tax credits (5)

(38) (41) (8) — — — (87)

Adjusted operating profit (loss) $ 292 $ 17 $ (10) $ 7 $ (32) $ (25) $ 248

Operating profit (loss) margin 17.0 % 2.9 % (0.3) % 5.7 % NM NM 9.8 %

Adjusted operating profit (loss) margin 15.0 % 0.9 % (1.3) % 5.7 % NM NM 7.3 %

________________

(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 the planned closure of our satellite offices in Lisle, Illinois and Kansas City, Missouri.

(5) Represents the recognition of employee retention tax credits received under the CARES Act.

(6) Consists of a gain recognized in the second quarter of 2025 for the settlement of a claim with an insurance carrier to recover losses incurred in connection with past litigation.

Six Months Ended

June 29, 2025 Packaged Meats Fresh Pork Hog Production Other (1)

Corporate (2)

Unallocated (3)

(in millions, except percentages)

Operating profit (loss) $ 567 $ 117 $ 23 $ 22 $ (55) $ (92) $ 582

Litigation charges — — — — — 73 73

Reduction in workforce (4)

— — — — — 9 9

Office closures (5)

— — — — — 4 4

Plant closure — — — — — 2 2

Hog Production Reform — — — — — 1 1

Employee retention tax credits (6)

(5) (5) — — — — (10)

Insurance recoveries (7)

— — — — — (35) (35)

Adjusted operating profit (loss) $ 562 $ 112 $ 23 $ 22 $ (55) $ (39) $ 624

1 unchanged sentence

Adjusted operating profit (loss) margin 13.7 % 2.7 % 1.3 % 9.6 % NM NM 8.3 %

Three Months Ended

March 31, 2024 Packaged Meats Fresh Pork Hog Production Other (1)

Six Months Ended

June 30, 2024 Packaged Meats Fresh Pork Hog Production Other (1)

Corporate (2)

3 unchanged sentences

Hog Production Reform (8)

— — — — — 10 10

Incremental costs from destruction of property — — — — — 4 4

Insurance recoveries — — — — — (1) (1)

Employee retention tax credits (6)

(38) (41) (8) — — — (87)

Adjusted operating profit (loss) $ 577 $ 127 $ (184) $ (2) $ (64) $ (31) $ 424

5 unchanged sentences

(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, including:

(8) Consists of contract termination costs, employee termination benefits and accelerated depreciation charges associated with our Hog Production Reform initiative.

Critical Accounting Estimates

28 unchanged sentences

• 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;

• our ability to capitalize on export markets;

• 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;

15 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis