What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-08-31 compared with 2023-06-01 · 121 added, 119 removed, 610 unchanged (28% of the section changed)

3 unchanged sentences

In thousands, except per share amounts

Quarter Ended Six Months Ended

April 30, 2023 May 1, 2022 April 30, 2023 May 1, 2022

Quarter Ended Nine Months Ended

July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022

Net Sales $ 2,963,299 $ 3,034,414 $ 8,911,930 $ 9,175,331

24 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Quarter Ended Six Months Ended

April 30, 2023 May 1, 2022 April 30, 2023 May 1, 2022

Quarter Ended Nine Months Ended

July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022

Net Earnings $ 162,571 $ 218,826 $ 597,437 $ 720,215

15 unchanged sentences

In thousands, except share and per share amounts

April 30, 2023 October 30, 2022

July 30, 2023 October 30, 2022

Cash and Cash Equivalents $ 669,124 $ 982,107

1 unchanged sentence

Accounts Receivable (Net of Allowance for Doubtful Accounts of

$ 3,565 at April 30, 2023, and $ 3,507 at October 30, 2022)

$ 3,561 at July 30, 2023, and $ 3,507 at October 30, 2022)

786,246 867,593

22 unchanged sentences

In thousands, except share and per share amounts

April 30, 2023 October 30, 2022

July 30, 2023 October 30, 2022

Liabilities and Shareholders' Investment

Accounts Payable and Accrued Expenses $ 750,295 $ 875,405

Accounts Payable $ 703,407 $ 816,604

Accrued Expenses 119,464 58,801

Accrued Marketing Expenses 100,974 113,105

15 unchanged sentences

Authorized 1,600,000,000 Shares:

Shares Issued as of April 30, 2023:

Shares Issued as of July 30, 2023:

Shares Issued as of October 30, 2022:

10 unchanged sentences

In thousands, except per share amounts

Quarter Ended May 1, 2022

Quarter Ended July 31, 2022

Comprehensive

2 unchanged sentences

Shares Amount Shares Amount

Balance at January 30, 2022 543,012 $ 7,955 — $ — $ 377,708 $ 6,980,451 $ ( 265,524 ) $ 5,736 $ 7,106,325

Balance at May 1, 2022 546,053 $ 8,000 — $ — $ 451,836 $ 7,100,730 $ ( 221,164 ) $ 5,812 $ 7,345,214

218,915 ( 89 ) 218,826

2 unchanged sentences

Stock-based Compensation Expense

37 1 10,039 10,040

Exercise of Stock Options/Restricted Shares

2 unchanged sentences

( 142,668 ) ( 142,668 )

Balance at May 1, 2022 546,053 $ 8,000 — $ — $ 451,836 $ 7,100,730 $ ( 221,164 ) $ 5,812 $ 7,345,214

Quarter Ended April 30, 2023

Balance at July 31, 2022 546,156 $ 8,001 — $ — $ 459,272 $ 7,176,977 $ ( 282,574 ) $ 5,272 $ 7,366,948

Quarter Ended July 30, 2023

Stock Treasury

7 unchanged sentences

Shares Amount Shares Amount

Balance at January 29, 2023 546,466 $ 8,006 — $ — $ 477,470 $ 7,380,689 $ ( 252,261 ) $ 5,089 $ 7,618,993

Balance at April 30, 2023 546,255 $ 8,002 — $ — $ 488,100 $ 7,435,292 $ ( 244,887 ) $ 5,108 $ 7,691,615

162,679 ( 108 ) 162,571

1 unchanged sentence

3,277 ( 402 ) 2,875

Purchases of Common Stock

( 310 ) ( 12,303 ) ( 12,303 )

Stock-based Compensation Expense

44 — 10,711 10,711

Exercise of Stock Options/Restricted Shares

212 3 5,931 5,933

Shares Retired

( 310 ) ( 5 ) 310 12,303 ( 277 ) ( 12,021 ) —

Declared Dividends – $ 0.2750 per Share

239 ( 150,404 ) ( 150,165 )

Balance at April 30, 2023 546,255 $ 8,002 — $ — $ 488,100 $ 7,435,292 $ ( 244,887 ) $ 5,108 $ 7,691,615

Balance at July 30, 2023 546,467 $ 8,005 — $ — $ 499,304 $ 7,447,567 $ ( 241,610 ) $ 4,598 $ 7,717,863

See Notes to Consolidated Financial Statements

2 unchanged sentences

In thousands, except per share amounts

Six Months Ended May 1, 2022

Nine Months Ended July 31, 2022

Stock Treasury

14 unchanged sentences

( 424,996 ) ( 424,996 )

Balance at May 1, 2022 546,053 $ 8,000 — $ — $ 451,836 $ 7,100,730 $ ( 221,164 ) $ 5,812 $ 7,345,214

Six Months Ended April 30, 2023

Balance at July 31, 2022 546,156 $ 8,001 — $ — $ 459,272 $ 7,176,977 $ ( 282,574 ) $ 5,272 $ 7,366,948

Nine Months Ended July 30, 2023

Stock Treasury

16 unchanged sentences

685 ( 451,423 ) ( 450,738 )

Balance at April 30, 2023 546,255 $ 8,002 — $ — $ 488,100 $ 7,435,292 $ ( 244,887 ) $ 5,108 $ 7,691,615

Balance at July 30, 2023 546,467 $ 8,005 — $ — $ 499,304 $ 7,447,567 $ ( 241,610 ) $ 4,598 $ 7,717,863

See Notes to Consolidated Financial Statements

1 unchanged sentence

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

Six Months Ended

April 30, 2023 May 1, 2022

Nine Months Ended

July 30, 2023 July 31, 2022

Operating Activities

8 unchanged sentences

Stock-based Compensation Expense 20,946 20,933

Changes in Operating Assets and Liabilities, Net of Acquisitions:

Changes in Operating Assets and Liabilities:

Decrease (Increase) in Accounts Receivable 81,423 96,674

13 unchanged sentences

Financing Activities

Proceeds from Long-term Debt 1,980 —

Repayments of Long-term Debt and Finance Leases ( 6,584 ) ( 6,498 )

6 unchanged sentences

Cash and Cash Equivalents at Beginning of Year 982,107 613,530

Cash and Cash Equivalents at End of Quarter $ 580,496 $ 861,719

Cash and Cash Equivalents at End of Period $ 669,124 $ 850,344

See Notes to Consolidated Financial Statements

28 unchanged sentences

Based on this analysis, goodwill was reallocated using the relative fair value approach.

The change in the carrying amount of goodwill for the six months ended April 30, 2023, is:

The change in the carrying amount of goodwill for the nine months ended July 30, 2023, is:

in thousands Retail Foodservice International Total

2 unchanged sentences

Foreign Currency Translation — — 5,761 5,761

Balance at April 30, 2023

Balance at July 30, 2023

$ 2,916,796 $ 1,750,594 $ 264,200 $ 4,931,590

1 unchanged sentence

The carrying amounts for indefinite-lived intangible assets are:

in thousands April 30, 2023 October 30, 2022

in thousands July 30, 2023 October 30, 2022

Brands/Tradenames/Trademarks $ 1,665,190 $ 1,665,190

3 unchanged sentences

The gross carrying amount and accumulated amortization for definite-lived intangible assets are:

April 30, 2023 October 30, 2022

July 30, 2023 October 30, 2022

in thousands Gross Carrying

6 unchanged sentences

Amortization expense is as follows:

Quarter Ended Six Months Ended

in thousands April 30, 2023 May 1, 2022 April 30, 2023 May 1, 2022

Quarter Ended Nine Months Ended

in thousands July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022

Amortization Expense $ 4,605 $ 4,838 $ 13,806 $ 14,474

6 unchanged sentences

These investments, including balances due to or from affiliates, are reflected in the Consolidated Condensed Statements of Financial Position as Investments in Affiliates.

Financial results for certain foreign entities are reported on a lag.

The Company reviewed the investments in affiliates and determined that no other-than-temporary impairment existed as of April 30, 2023.

Financial results for certain entities are reported on a 30- to 90-day lag.

The Company reviewed the investments in affiliates and determined that no other-than-temporary impairment existed as of July 30, 2023.

On December 15, 2022, the Company purchased a 29 % common stock interest in PT Garudafood Putra Putri Jaya Tbk (Garudafood), a food and beverage company in Indonesia, from various minority shareholders.

7 unchanged sentences

The basis difference related to inventory, property, plant and equipment, and certain intangible assets is being amortized through Equity in Earnings of Affiliates over the associated useful lives.

As of April 30, 2023, the remaining basis difference was $ 322.1 million.

Based on quoted market prices, the fair value of the common stock held in Garudafood was $ 353.9 million as of April 28, 2023.

As of July 30, 2023, the remaining basis difference was $ 335.3 million, which includes the impact of foreign currency translation.

Based on quoted market prices, the fair value of the common stock held in Garudafood was $ 348.2 million as of July 28, 2023.

Equity in Earnings of Affiliates consists of:

Quarter Ended Six Months Ended

Quarter Ended Nine Months Ended

in thousands % Owned

April 30, 2023 May 1, 2022 April 30, 2023 May 1, 2022

July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022

MegaMex Foods, LLC 50 % Retail $ 8,099 $ 4,555 $ 34,712 $ 14,562

3 unchanged sentences

Distributions received from equity method investees include:

Quarter Ended Six Months Ended

in thousands April 30, 2023 May 1, 2022 April 30, 2023 May 1, 2022

Quarter Ended Nine Months Ended

in thousands July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022

Dividends $ 14,509 $ — $ 28,160 $ 30,539

The Company recognized a basis difference of $ 21.3 million associated with the formation of MegaMex Foods, LLC, of which $ 9.7 million is remaining as of April 30, 2023.

The Company recognized a basis difference of $ 21.3 million associated with the formation of MegaMex Foods, LLC, of which $ 9.5 million is remaining as of July 30, 2023.

This difference is being amortized through Equity in Earnings of Affiliates.

1 unchanged sentence

Principal components of inventories are:

in thousands April 30, 2023 October 30, 2022

in thousands July 30, 2023 October 30, 2022

Finished Products $ 969,749 $ 974,160

12 unchanged sentences

Effective gains or losses related to these cash flow hedges are reported in Accumulated Other Comprehensive Loss (AOCL) and reclassified into earnings, through Cost of Products Sold, in the periods in which the hedged transactions affect earnings.

The Company typically does not hedge its grain or natural gas exposure beyond the next two upcoming fiscal years and its hog exposure beyond the next fiscal year.

The Company typically does not hedge its grain or natural gas exposure beyond the next two upcoming fiscal years and its lean hog exposure beyond the next fiscal year.

Fair Value Commodity Hedges:

1 unchanged sentence

The intent of the program is to make the forward priced commodities cost nearly the same as cash market purchases at the date of delivery.

Changes in the fair value of the futures contracts and the gain or loss on the hedged purchase commitment are marked-to-market through earnings and recorded on the Consolidated Condensed Statements of Financial Position as a Current Asset and Current Liability, respectively.

Changes in the fair value of the futures contracts and the gain or loss on the hedged purchase commitment are marked-to-market through earnings and recorded in the Consolidated Condensed Statements of Financial Position as a Current Asset and Current Liability, respectively.

Gains or losses related to these fair value hedges are recognized through Cost of Products Sold in the periods in which the hedged transactions affect earnings.

3 unchanged sentences

In the third quarter of fiscal 2021, the associated unsecured senior notes were issued with a tenor of seven and thirty years and both locks

were lifted (See Note I - Long-Term Debt and Other Borrowing Arrangements).

were lifted (See Note J - Long-Term Debt and Other Borrowing Arrangements).

Mark-to-market gains and losses on these instruments were deferred as a component of AOCL.

4 unchanged sentences

The Company terminated the swap in the fourth quarter of fiscal 2022.

The loss related to the swap was recorded as a fair value hedging adjustment to the hedged debt and will be amortized into earnings over the remaining life of the debt.

The loss related to the swap was recorded as a fair value hedging adjustment to the hedged debt and will be amortized through earnings over the remaining life of the debt.

Other Derivatives:

3 unchanged sentences

The Company's outstanding contracts related to its commodity hedging programs include:

in millions April 30, 2023 October 30, 2022

in millions July 30, 2023 October 30, 2022

Corn 30.0 bushels 34.3 bushels

4 unchanged sentences

Gross Fair Value

in thousands Location on Consolidated Condensed Statements of Financial Position April 30,

in thousands Location on Consolidated Condensed Statements of Financial Position July 30,

2023 October 30,

3 unchanged sentences

The Company nets the derivative assets and liabilities for each of its commodity hedging programs, including cash collateral, when a master netting arrangement exists between the Company and the counterparty to the derivative contract.

The amount or timing of cash collateral balances may impact the classification of the commodity derivative in the Consolidated Condensed Statements of Financial Position.

The gross liability position as of April 30, 2023, includes the right to reclaim net cash collateral of $ 32.1 million contained within the master netting arrangement.

The amount or timing of cash collateral balances may impact the classification of the commodity derivative on the Consolidated Condensed Statements of Financial Position.

The gross liability position as of July 30, 2023, includes the right to reclaim net cash collateral of $ 27.3 million contained within the master netting arrangement.

The gross asset position as of October 30, 2022, is offset by the obligation to return net cash collateral of $ 1.3 million.

See Note H - Fair Value Measurements for a discussion of these net amounts as reported in the Consolidated Condensed Statements of Financial Position.

See Note H - Fair Value Measurements for a discussion of these net amounts as reported on the Consolidated Condensed Statements of Financial Position.

Fair Value Hedge - Assets (Liabilities):

2 unchanged sentences

Assets (Liabilities)

in thousands Location on Consolidated Condensed Statements of Financial Position April 30,

in thousands Location on Consolidated Condensed Statements of Financial Position July 30,

2023 October 30,

2 unchanged sentences

$ 2,664 $ 5,725

Interest Rate Contracts Long-term Debt Less Current Maturities (2)

Interest Rate Contracts Current Maturities of Long-term Debt (2)

( 439,424 ) —

Interest Rate Contracts Long-term Debt Less Current Maturities — ( 430,050 )

(1) Represents the carrying amount of fair value hedged assets and liabilities which are offset by other assets included in master netting arrangements described above.

(2) Represents the carrying amount of the hedged portion of the 2024 Notes.

As of April 30, 2023, the carrying amount of the 2024 Notes included a cumulative fair value hedging adjustment of $ 13.7 million from discontinued hedges.

As of July 30, 2023, the carrying amount of the 2024 Notes included a cumulative fair value hedging adjustment of $ 10.6 million from discontinued hedges.

In the third quarter of fiscal 2023, the 2024 Notes and the fair value hedging adjustment were reclassified from Long-term Debt less Current Maturities to Current Maturities of Long-term Debt on the Consolidated Condensed Statements of Financial Position.

Accumulated Other Comprehensive Loss Impact:

As of April 30, 2023, the Company included in AOCL hedging losses (before tax) of $ 17.8 million on commodity contracts and gains of $ 13.0 million related to interest rate settled positions.

As of July 30, 2023, the Company included in AOCL hedging losses (before tax) of $ 14.3 million on commodity contracts and gains of $ 12.7 million related to interest rate settled positions.

The Company expects to recognize the majority of the losses on commodity contracts over the next twelve months.

5 unchanged sentences

Quarter Ended Quarter Ended

in thousands April 30, 2023 May 1, 2022 April 30, 2023 May 1, 2022

in thousands July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022

Cash Flow Hedges

7 unchanged sentences

of Operations

Six Months Ended Six Months Ended

in thousands April 30, 2023 May 1, 2022 April 30, 2023 May 1, 2022

Nine Months Ended Nine Months Ended

in thousands July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022

Cash Flow Hedges

9 unchanged sentences

Consolidated Statements of Operations Impact

Quarter Ended Six Months Ended

in thousands April 30,

2022 April 30,

Quarter Ended Nine Months Ended

in thousands July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022

Net Earnings Attributable to Hormel Foods Corporation $ 162,679 $ 218,915 $ 597,637 $ 720,103

3 unchanged sentences

Gain (Loss) Reclassified from AOCL Due to Discontinuance of Cash Flow Hedges (1)

— 1,620 — 1,620

Fair Value Hedges - Commodity Contracts

14 unchanged sentences

A gain of $ 1.7 million related to the discontinued hedges and an immaterial loss related to the excluded component from options was reclassified directly into earnings.

(2) Represents gains or losses on commodity contracts designated as fair value hedges that were closed during the quarter ended April 30, 2023, which were offset by a corresponding gain or loss on the underlying hedged purchase commitment.

(2) Represents gains or losses on commodity contracts designated as fair value hedges that were closed during the quarter ended July 30, 2023, which were offset by a corresponding gain or loss on the underlying hedged purchase commitment.

Additional gains or losses related to changes in the fair value of open commodity contracts, along with the offsetting gain or loss on the hedged purchase commitment, are also marked-to-market through earnings with no impact on a net basis.

(3) Total Gain (Loss) on Commodity Contracts is recognized in earnings through Cost of Products Sold.

(4) Represents the fair value hedging adjustment amortized into earnings.

(4) Represents the fair value hedging adjustment amortized through earnings.

(5) Total Gain (Loss) on Interest Rate Contracts is recognized in earnings through Interest Expense.

2 unchanged sentences

Pension Benefits

Quarter Ended Six Months Ended

in thousands April 30, 2023 May 1, 2022 April 30, 2023 May 1, 2022

Quarter Ended Nine Months Ended

in thousands July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022

Service Cost $ 8,902 $ 10,019 $ 26,705 $ 30,057

3 unchanged sentences

Recognized Actuarial (Gain) Loss 3,325 3,132 9,976 9,397

Net Periodic Cost $ 9,353 $ ( 1,645 ) $ 18,706 $ ( 3,290 )

Net Periodic Benefit Cost $ 9,353 $ ( 1,645 ) $ 28,058 $ ( 4,936 )

Post-retirement Benefits

Quarter Ended Six Months Ended

in thousands April 30, 2023 May 1, 2022 April 30, 2023 May 1, 2022

Quarter Ended Nine Months Ended

in thousands July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022

Service Cost $ 62 $ 118 $ 185 $ 351

2 unchanged sentences

Recognized Actuarial (Gain) Loss ( 7 ) 610 ( 21 ) 1,829

Net Periodic Cost $ 3,071 $ 2,650 $ 6,141 $ 5,298

Non-service cost components of net pension and post-retirement benefit cost are presented within Interest and Investment Income on the Consolidated Statements of Operations.

Net Periodic Benefit Cost $ 3,073 $ 2,652 $ 9,214 $ 7,950

Non-service cost components of net pension and post-retirement benefit cost are presented within Interest and Investment Income in the Consolidated Statements of Operations.

NOTE G - ACCUMULATED OTHER COMPREHENSIVE LOSS

3 unchanged sentences

Benefits Derivatives &

Hedging Equity Method Investments Accumulated

Hedging Equity

Investments Accumulated

Comprehensive

Balance at January 29, 2023 $ ( 74,969 ) $ ( 192,635 ) $ 15,343 $ — $ ( 252,261 )

Balance at April 30, 2023 $ ( 52,124 ) $ ( 190,451 ) $ ( 3,720 ) $ 1,408 $ ( 244,887 )

Unrecognized Gains (Losses) 0 0

4 unchanged sentences

Tax Effect — ( 703 ) ( 1,358 ) — ( 2,062 )

Net of Tax Amount 22,845 2,183 ( 19,063 ) 1,408 7,374

Balance at April 30, 2023

Change Net of Tax ( 10,170 ) 2,195 2,518 8,733 3,277

Balance at July 30, 2023

$ ( 62,293 ) $ ( 188,256 ) $ ( 1,202 ) $ 10,141 $ ( 241,610 )

8 unchanged sentences

Tax Effect — ( 2,110 ) 1,541 — ( 570 )

Net of Tax Amount 37,669 5,173 ( 33,577 ) 1,408 10,674

Balance at April 30, 2023

Change Net of Tax 27,499 7,368 ( 31,058 ) 10,141 13,950

Balance at July 30, 2023

$ ( 62,293 ) $ ( 188,256 ) $ ( 1,202 ) $ 10,141 $ ( 241,610 )

(1) Included in the computation of net periodic cost.

(1) Included in the computation of net periodic benefit cost.

See Note F - Pension and Other Post-Retirement Benefits for additional information.

7 unchanged sentences

The Company’s financial assets and liabilities carried at fair value on a recurring basis and their level within the fair value hierarchy are presented in the tables below.

Fair Value Measurements at April 30, 2023

Fair Value Measurements at July 30, 2023

in thousands Total Fair

49 unchanged sentences

The Company also offers a fixed rate investment option to participants.

The rate earned on these investments is adjusted annually based on a specified percentage of the Internal Revenue Service (I.R.S.) applicable federal rates.

The rate earned on these investments is adjusted annually based on a specified percentage of the Internal Revenue Service (IRS) applicable federal rates.

These liabilities are classified as Level 2.

6 unchanged sentences

included in the Company's earnings.

During the quarter and six months ended April 30, 2023, securities held by the rabbi trust generated gains of less than $ 0.1 million and $ 7.1 million, respectively, compared to losses of $ 6.6 million and $ 12.0 million for the quarter and six months ended May 1, 2022, respectively.

During the quarter and nine months ended July 30, 2023, securities held by the rabbi trust generated gains of $ 5.1 million and $ 12.1 million, respectively, compared to losses of $ 0.1 million and $ 12.1 million for the quarter and nine months ended July 31, 2022, respectively.

(4) The Company’s commodity derivatives represent futures, swaps, and options contracts used in its hedging or other programs to offset price fluctuations associated with purchases of corn, natural gas, hogs, and pork, and to minimize the price risk assumed when forward priced contracts are offered to the Company’s commodity suppliers.

5 unchanged sentences

The net balance for commodity derivatives is included in Other Current Assets or Accounts Payable, as appropriate, in the Consolidated Condensed Statements of Financial Position.

As of April 30, 2023, the Company has recognized the right to reclaim net cash collateral of $ 32.1 million from various counterparties (including cash of $ 29.8 million plus $ 2.3 million of realized gain).

As of July 30, 2023, the Company has recognized the right to reclaim net cash collateral of $ 27.3 million from various counterparties (including cash of $ 31.1 million less $ 3.8 million of realized loss).

As of October 30, 2022, the Company had recognized the obligation to return net cash collateral of $ 1.3 million from various counterparties (including cash of $ 27.5 million less $ 26.2 million of realized gain).

The Company’s financial assets and liabilities include accounts receivable, accounts payable, and other liabilities, for which carrying value approximates fair value.

The Company does not carry its long-term debt at fair value in its Consolidated Condensed Statements of Financial Position.

The fair value of long-term debt, utilizing discounted cash flows (Level 2), was $ 2.9 billion as of April 30, 2023, and $ 2.7 billion as of October 30, 2022.

See Note I - Long-Term Debt and Other Borrowing Arrangements for additional information.

The Company does not carry its long-term debt at fair value on its Consolidated Condensed Statements of Financial Position.

The fair value of long-term debt, utilizing discounted cash flows (Level 2), was $ 2.8 billion as of July 30, 2023, and $ 2.7 billion as of October 30, 2022.

See Note J - Long-Term Debt and Other Borrowing Arrangements for additional information.

The Company measures certain nonfinancial assets and liabilities at fair value, which are recognized or disclosed on a nonrecurring basis (e.g., goodwill, intangible assets, and property, plant, and equipment).

There were no material remeasurements of assets or liabilities at fair value on a nonrecurring basis subsequent to their initial recognition during the quarter and six months ended April 30, 2023 and May 1, 2022.

NOTE I - LONG-TERM DEBT AND OTHER BORROWING ARRANGEMENTS

There were no material remeasurements of assets or liabilities at fair value on a nonrecurring basis subsequent to their initial recognition during the quarter and nine months ended July 30, 2023, and July 31, 2022.

NOTE I - COMMITMENTS AND CONTINGENCIES

Except as described below, there were no material changes outside the ordinary course of business during the quarter and nine months ended July 30, 2023, to the contractual obligations and other commitments last disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended October 30, 2022.

On August 15, 2023, the Company received an unexpected, unfavorable arbitration ruling involving an isolated commercial dispute with a third party.

The estimated liability of $ 70.0 million is reflected within Selling, General, and Administrative expense in the Consolidated Statements of Operations for the quarter and nine months ended July 30, 2023, and Accrued Expenses on the Consolidated Condensed Statements of Financial Position as of July 30, 2023.

The associated one-time payment is expected to be made in the fourth quarter of fiscal 2023 in accordance with the terms of the arbitrator’s ruling.

The adverse arbitration ruling is not subject to further appeal or judicial review.

NOTE J - LONG-TERM DEBT AND OTHER BORROWING ARRANGEMENTS

Long-term Debt consists of:

in thousands April 30, 2023 October 30, 2022

in thousands July 30, 2023 October 30, 2022

Senior Unsecured Notes, with Interest at 3.050 %

29 unchanged sentences

If a change of control triggering event occurs, the Company must offer to purchase the notes at a purchase price equal to 101 % of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase.

During the third quarter of fiscal 2023, the 2024 Notes were reclassified to Current Maturities of Long-term Debt on the Consolidated Condensed Statement of Financial Position.

On June 11, 2020, the Company issued senior notes in an aggregate principal amount of $ 1.0 billion, due June 11, 2030.

1 unchanged sentence

The notes may be redeemed in whole or in part at any time at the applicable redemption price set forth in the prospectus supplement.

If a change of control triggering event occurs, the Company must offer

to purchase the notes at a purchase price equal to 101 % of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase.

Unsecured Revolving Credit Facility:

9 unchanged sentences

The lending commitments under the agreement are scheduled to expire on May 6, 2026, at which time the Company will be required to pay in full all obligations then outstanding.

As of April 30, 2023, and October 30, 2022, the Company had no outstanding draws from this facility.

As of July 30, 2023, and October 30, 2022, the Company had no outstanding draws from this facility.

Debt Covenants:

The Company is required by certain covenants in its debt agreements to maintain specified levels of financial ratios and financial position.

As of April 30, 2023, the Company was in compliance with all of these covenants.

NOTE J - INCOME TAXES

As of July 30, 2023, the Company was in compliance with all of these covenants.

NOTE K - INCOME TAXES

The Company's tax provision is determined using an estimated annual effective tax rate and adjusted for discrete taxable events that may occur during the quarter.

1 unchanged sentence

The deferred tax assets and liabilities are remeasured using enacted tax rates expected to apply to taxable income in the years the related temporary differences are anticipated to reverse.

The Company's effective tax rate for the quarter and six months ended April 30, 2023, was 22.1 percent and 22.4 percent, respectively, compared to 18.7 percent and 20.5 percent, respectively, for the corresponding periods a year ago.

The higher effective tax rate in the current quarter and first six months of fiscal 2023 is primarily due to the decrease in tax benefits from stock option exercises.

The amount of unrecognized tax benefits, including interest and penalties, is recorded in Other Long-term Liabilities.

These benefits, if recognized as of April 30, 2023, would impact the Company’s effective tax rate by $ 19.3 million compared to $ 21.0 million as of May 1, 2022.

The Company's effective tax rate for the quarter and nine months ended July 30, 2023, was 21.7 percent and 22.2 percent, respectively, compared to 24.5 percent and 21.8 percent, respectively, for the corresponding periods a year ago.

The Company benefited in the current quarter from favorable changes in certain U.S.

income and deductions in the fiscal 2022 federal tax return filing.

Unrecognized tax benefits, including interest and penalties, are recorded in Other Long-term Liabilities.

These benefits, if recognized as of July 30, 2023, would impact the Company’s effective tax rate by $ 19.6 million compared to $ 19.5 million as of July 31, 2022.

The Company includes accrued interest and penalties related to uncertain tax positions in income tax expense.

Interest and penalties included in income tax expense was immaterial for the quarters ended April 30, 2023, and May 1, 2022.

The amount of accrued interest and penalties associated with unrecognized tax benefits was $ 3.0 million at April 30, 2023, and $ 5.8 million at May 1, 2022.

Interest and penalties included in income tax expense was immaterial for the quarters ended July 30, 2023, and July 31, 2022.

The amount of accrued interest and penalties associated with unrecognized tax benefits was $ 3.2 million at July 30, 2023, and $ 4.8 million at July 31, 2022.

The Company is regularly audited by federal and state taxing authorities.

concluded their examination of fiscal year 2021 in the second quarter.

Previously, the I.R.S.

placed the Company in the Bridge phase of the Compliance Assurance Process (CAP) for fiscal 2020.

In this phase, the I.R.S.

will not accept any disclosures, conduct any reviews, or provide any assurances.

The IRS concluded their examination of fiscal year 2021 in the second quarter.

Previously, the IRS placed the Company in the Bridge phase of the Compliance Assurance Process (CAP) for fiscal 2020.

In this phase, the IRS will not accept any disclosures, conduct any reviews, or provide any assurances.

The Company has elected to participate in CAP for fiscal years through 2023.

The objective of CAP is to contemporaneously work with the I.R.S.

to achieve federal tax compliance and resolve all or most of the issues prior to filing of the tax return.

The objective of CAP is to contemporaneously work with the IRS to achieve federal tax compliance and resolve all or most of the issues prior to filing of the tax return.

The Company may elect to continue participating in CAP for future tax years;

3 unchanged sentences

The Inflation Reduction Act of 2022 was signed into law on August 16, 2022.

The 15% corporate minimum tax will not apply to the Company until fiscal year 2024.

NOTE K - EARNINGS PER SHARE DATA

The 15% corporate minimum tax will apply to the Company in fiscal year 2024.

NOTE L - EARNINGS PER SHARE DATA

The reported net earnings attributable to the Company were used when computing basic and diluted earnings per share.

The following table sets forth the shares used as the denominator for those computations:

Quarter Ended Six Months Ended

in thousands April 30, 2023 May 1, 2022 April 30, 2023 May 1, 2022

Quarter Ended Nine Months Ended

in thousands July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022

Basic Weighted-average Shares Outstanding 546,358 546,077 546,389 544,486

2 unchanged sentences

Antidilutive Potential Common Shares 7,589 1,787 5,998 2,026

NOTE L - SEGMENT REPORTING

NOTE M - SEGMENT REPORTING

The Company develops, processes, and distributes a wide array of food products in a variety of markets.

14 unchanged sentences

Financial measures for each of the Company’s reportable segments and reconciliation to consolidated Earnings Before Income Taxes are set forth below.

The Company's CODM reviews assets at a consolidated level and does not use assets by segment to evaluate performance or allocate resources.

The Company's CODM reviews assets at a consolidated level and does not use assets by segment to

evaluate performance or allocate resources.

Therefore, the Company does not disclose assets by segment.

1 unchanged sentence

Therefore, the Company does not represent that these segments, if operated independently, would report the profit and other financial information shown below.

Quarter Ended Six Months Ended

in thousands April 30, 2023 May 1, 2022 April 30, 2023 May 1, 2022

Quarter Ended Nine Months Ended

in thousands July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022

Retail $ 1,891,746 $ 1,924,553 $ 5,765,786 $ 5,921,145

12 unchanged sentences

Total revenue contributed by classes of similar products are:

Quarter Ended Six Months Ended

in thousands April 30, 2023 May 1, 2022 April 30, 2023 May 1, 2022

Quarter Ended Nine Months Ended

in thousands July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022

Perishable $ 2,068,787 $ 2,123,872 $ 6,222,485 $ 6,445,419

4 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 1. Financial Statements