What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-02-29 compared with 2023-08-31 · 229 added, 256 removed, 475 unchanged (51% of the section changed)

2 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS

Quarter Ended

In thousands, except per share amounts

Quarter Ended Nine Months Ended

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

January 28, 2024 January 29, 2023

Net Sales $ 2,996,911 $ 2,970,992

21 unchanged sentences

Diluted 547,920 550,031

See Notes to Consolidated Financial Statements

See Notes to the Consolidated Financial Statements

HORMEL FOODS CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Quarter Ended Nine Months Ended

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

Quarter Ended

January 28, 2024 January 29, 2023

Net Earnings $ 218,729 $ 217,651

2 unchanged sentences

Pension and Other Benefits 2,129 2,990

Deferred Hedging 2,518 ( 35,138 ) ( 31,058 ) 967

Derivatives and Hedging

5,206 ( 14,514 )

Equity Method Investments 2,884 —

Total Other Comprehensive Income (Loss)

2,875 ( 61,861 ) 13,813 ( 5,623 )

Comprehensive Income 240,407 221,173

Comprehensive Income (Loss) Attributable to Noncontrolling Interest

( 510 ) ( 540 ) ( 338 ) ( 206 )

Comprehensive Income Attributable to Hormel Foods Corporation

$ 240,332 $ 221,019

See Notes to Consolidated Financial Statements

See Notes to the Consolidated Financial Statements

HORMEL FOODS CORPORATION

1 unchanged sentence

In thousands, except share and per share amounts

July 30, 2023 October 30, 2022

January 28, 2024 October 29, 2023

Cash and Cash Equivalents $ 963,212 $ 736,532

1 unchanged sentence

Accounts Receivable (Net of Allowance for Doubtful Accounts of

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

$ 3,651 at January 28, 2024, and $ 3,557 at October 29, 2023)

751,048 817,391

Inventories 1,578,191 1,680,406

Taxes Receivable 7,498 7,177

Prepaid Expenses and Other Current Assets

56,001 46,256

Total Current Assets 3,367,164 3,297,249

14 unchanged sentences

Total Assets $ 13,512,983 $ 13,448,772

See Notes to Consolidated Financial Statement s

HORMEL FOODS CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL POSITION

In thousands, except share and per share amounts

July 30, 2023 October 30, 2022

Liabilities and Shareholders’ Investment

Accounts Payable $ 703,407 $ 816,604

Accrued Expenses 119,464 58,801

Accounts Payable and Accrued Expenses

$ 744,116 $ 823,076

Accrued Marketing Expenses 101,928 87,452

Employee-related Expenses

212,719 263,330

Interest and Dividends Payable 162,452 172,178

9 unchanged sentences

Authorized 160,000,000 Shares;

Common Stock, Non-voting, Par Value $ 0.01 a Share–

Authorized 400,000,000 Shares:

Common Stock, Par Value $ 0.01465 a Share–

Issued — None

Common Stock, Nonvoting, Par Value $ 0.01 a Share —

Authorized 400,000,000 Shares;

Shares Issued as of July 30, 2023:

Issued — None

Common Stock, Par Value $ 0.01465 a Share — Authorized 1,600,000,000 Shares;

Shares Issued as of January 28, 2024:

Shares Issued as of October 29, 2023:

3 unchanged sentences

Hormel Foods Corporation Shareholders’ Investment

7,844,111 7,734,885

Noncontrolling Interest 4,455 4,100

Total Shareholders’ Investment

7,848,566 7,738,985

Total Liabilities and Shareholders’ Investment $ 13,512,983 $ 13,448,772

See Notes to Consolidated Financial Statement s

See Notes to the Consolidated Financial Statement s

HORMEL FOODS CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ INVESTMENT

In thousands, except per share amounts

Quarter Ended July 31, 2022

Quarter Ended January 29, 2023

Hormel Foods Corporation Shareholders

Comprehensive

1 unchanged sentence

Shareholders’

In thousands, except per share amounts

Shares Amount Shares Amount

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

Balance at October 30, 2022 546,237 $ 8,002 — $ — $ 469,468 $ 7,313,374 $ ( 255,561 ) $ 4,936 $ 7,540,219

Net Earnings (Loss)

217,719 ( 69 ) 217,651

6 unchanged sentences

169 ( 150,405 ) ( 150,236 )

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

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

Quarter Ended January 28, 2024

Hormel Foods Corporation Shareholders

Stock Treasury

6 unchanged sentences

Shareholders’

Shares Amount Shares Amount

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

Other Comprehensive Income (Loss)

3,277 ( 402 ) 2,875

Stock-based Compensation Expense

Exercise of Stock Options/Restricted Shares

212 3 5,931 5,933

Declared Dividends – $ 0.2750 per Share

239 ( 150,404 ) ( 150,165 )

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

HORMEL FOODS CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ INVESTMENT

In thousands, except per share amounts

Nine Months Ended July 31, 2022

Stock Treasury

Stock Additional

Capital Retained

Earnings Accumulated

Comprehensive

Income (Loss) Non-

Interest Total

Shareholders’

Shares Amount Shares Amount

Balance at October 29, 2023 546,599 $ 8,007 — $ — $ 506,179 $ 7,492,952 $ ( 272,252 ) $ 4,100 $ 7,738,985

Net Earnings 720,103 112 720,215

Other Comprehensive Income (Loss) ( 5,305 ) ( 318 ) ( 5,623 )

Stock-based Compensation Expense 37 1 20,933 20,933

Exercise of Stock Options/Restricted Shares 3,706 54 78,003 78,058

Declared Dividends – $ 0.7800 per Share

Net Earnings (Loss)

218,863 ( 134 ) 218,729

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

Stock Additional

Capital Retained

Earnings Accumulated

Comprehensive

Income (Loss) Non-

Interest Total

Shareholders’

Shares Amount Shares Amount

Balance at October 30, 2022 546,237 $ 8,002 — $ — $ 469,468 $ 7,313,374 $ ( 255,561 ) $ 4,936 $ 7,540,219

Net Earnings 597,637 ( 200 ) 597,437

Other Comprehensive Income (Loss)

Purchases of Common Stock ( 310 ) ( 12,303 ) ( 12,303 )

21,469 209 21,678

Contribution from Noncontrolling Interest

Stock-based Compensation Expense

Exercise of Stock Options/Restricted Shares

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

997 14 18,883 18,898

Declared Dividends – $ 0.2825 per Share

209 ( 154,658 ) ( 154,449 )

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

Balance at January 28, 2024 547,596 $ 8,021 — $ — $ 529,715 $ 7,557,157 $ ( 250,783 ) $ 4,455 $ 7,848,566

See Notes to the Consolidated Financial Statements

HORMEL FOODS CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

Nine Months Ended

July 30, 2023 July 31, 2022

Quarter Ended

January 28, 2024 January 29, 2023

Operating Activities

5 unchanged sentences

Provision for Deferred Income Taxes ( 179 ) ( 311 )

Loss (Gain) on Sales of Property, Plant, and Equipment ( 314 ) 5,098

Non-cash Investment Activities ( 12,612 ) ( 7,839 )

Stock-based Compensation Expense 4,444 5,202

Operating Lease Cost

Other Non-cash, Net

Changes in Operating Assets and Liabilities:

7 unchanged sentences

Investing Activities

Net (Purchase) Sale of Securities ( 49 ) 1,296

Net Sale (Purchase) of Securities

( 964 ) ( 833 )

Purchases of Property, Plant, and Equipment ( 47,210 ) ( 37,052 )

4 unchanged sentences

Financing Activities

Proceeds from Long-term Debt 1,980 —

Repayments of Long-term Debt and Finance Leases ( 2,249 ) ( 2,189 )

Dividends Paid on Common Stock ( 150,294 ) ( 142,017 )

Share Repurchase ( 12,303 ) —

Proceeds from Exercise of Stock Options 18,898 2,635

Proceeds from Noncontrolling Interest 280 —

Net Cash Provided by (Used in) Financing Activities ( 133,365 ) ( 141,570 )

3 unchanged sentences

Cash and Cash Equivalents at End of Period $ 963,212 $ 599,789

See Notes to Consolidated Financial Statements

See Notes to the Consolidated Financial Statements

HORMEL FOODS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 unchanged sentences

Certain reclassifications of previously reported amounts have been made to conform to the current year presentation.

Reportable Segments:

As of October 30, 2022, the Company had four operating and reportable segments:

Grocery Products, Refrigerated Foods, Jennie-O Turkey Store, and International and Other.

At the beginning of fiscal 2023, the Company transitioned to a new strategic operating model, which aligns its businesses to be more agile, consumer and customer focused, and market driven.

Effective on October 31, 2022, the Company operates with the following three operating and reportable segments:

Retail, Foodservice, and International, which are consistent with how the Company's chief operating decision maker assesses performance and allocates resources.

This change had no impact on the consolidated results of operations, financial position, shareholders' investment, or cash flows.

Prior period segment results have been retrospectively recast to reflect the new reportable segments.

Amortization related to operating leases and debt issuance costs were reclassified from Amortization to separate line items within the operating activities section of the Consolidated Condensed Statements of Cash Flows.

These reclassifications had no impact on the Consolidated Statements of Operations, Consolidated Condensed Statements of Financial Position, or the Increase (Decrease) in Cash and Cash Equivalents in the Consolidated Condensed Statements of Cash Flows.

Accounting Changes and Recent Accounting Pronouncements:

New Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The update is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses.

The ASU requires disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker (CODM), a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources.

The ASU also requires all annual disclosures currently required by Topic 280 to be included in interim periods.

The update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted and requires retrospective application to all prior periods presented in the financial statements.

The Company is currently assessing the timing and impact of adopting the updated provisions.

In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

The update is intended to enhance transparency and decision usefulness of income tax disclosures.

This ASU updates income tax disclosure requirements by requiring specific categories and greater disaggregation within the rate reconciliation and disaggregation of income taxes paid by jurisdiction.

The update is effective for fiscal years beginning after December 15, 2024 with early adoption permitted.

The Company is currently assessing the timing and impact of adopting the updated provisions.

Recently issued accounting standards or pronouncements not disclosed have been excluded as they are currently not relevant to the Company.

NOTE B - GOODWILL AND INTANGIBLE ASSETS

In the first quarter of fiscal 2023, as a result of the organizational changes referenced in Note A - Summary of Significant Accounting Policies, the Company conducted an assessment of its operating segments and reporting units.

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

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

in thousands Retail Foodservice International Total

The change in the carrying amount of goodwill for the quarter ended January 28, 2024, is:

Retail Foodservice International Total

Balance at October 29, 2023

1 unchanged sentence

Foreign Currency Translation — — 2,793 2,793

Balance at July 30, 2023

Balance at January 28, 2024

$ 2,916,796 $ 1,750,594 $ 263,867 $ 4,931,257

1 unchanged sentence

The carrying amounts for indefinite-lived intangible assets are:

in thousands July 30, 2023 October 30, 2022

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

January 28, 2024 October 29, 2023

Brands/Trade Names/Trademarks

$ 1,636,807 $ 1,636,807

Other Intangibles 184 184

2 unchanged sentences

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

July 30, 2023 October 30, 2022

in thousands Gross Carrying

January 28, 2024 October 29, 2023

Gross Carrying

Amount Accumulated

Amortization Gross Carrying

Amount Accumulated

Customer Lists/Relationships $ 168,239 $ ( 85,749 ) $ 168,239 $ ( 82,658 )

Other Intangibles 59,241 ( 16,919 ) 59,241 ( 15,857 )

Tradenames/Trademarks 6,540 ( 4,779 ) 10,536 ( 7,828 )

Trade Names/Trademarks

6,210 ( 5,068 ) 6,540 ( 5,089 )

Foreign Currency Translation — ( 4,265 ) — ( 4,344 )

Total $ 233,690 $ ( 112,002 ) $ 234,020 $ ( 107,947 )

Amortization expense is as follows:

Quarter Ended Nine Months Ended

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

Amortization expense on intangible assets is as follows:

Quarter Ended

January 28, 2024 January 29, 2023

Amortization Expense $ 4,463 $ 4,607

Estimated annual amortization expense for the five fiscal years after October 30, 2022, is as follows:

in thousands Amortization Expense

Estimated annual amortization expense on intangible assets for the five fiscal years after October 29, 2023, is as follows:

2024 $ 16,381

NOTE C - INVESTMENTS IN AFFILIATES

The Company accounts for its majority-owned operations under the consolidation method.

Investments in which the Company owns a minority interest and for which there are no other indicators of control are accounted for under the equity method.

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 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.

Equity in Earnings of Affiliates consists of:

Quarter Ended

% Owned January 28, 2024 January 29, 2023

MegaMex Foods, LLC (1)

50 % $ 8,091 $ 13,681

Other Equity Method Investments (2)

Various ( 20 - 50 %)

Total Equity in Earnings of Affiliates

$ 16,091 $ 15,559

(1) MegaMex, Foods, LLC, is reflected in the Retail Segment.

(2) Other Equity Method Investments are primarily reflected in the International Segment but also include corporate venturing investments.

Distributions received from equity method investees include:

Quarter Ended

January 28, 2024 January 29, 2023

Dividends $ 15,731 $ 3,652

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

On April 12, 2023, the Company purchased additional shares increasing the ownership interest to 30 %.

This investment expands the Company's presence in Southeast Asia and supports the global execution of the snacking and entertaining strategic priority.

This investment expands the Company’s presence in Southeast Asia and supports the global execution of the entertaining and snacking strategy.

The Company has the ability to exercise significant influence, but not control, over Garudafood;

therefore, the investment is accounted for under the equity method.

The Company obtained the Garudafood interest for a purchase price of $ 425.8 million, including associated transaction costs.

The Company obtained its Garudafood interest for a purchase price of $ 425.8 million, including associated transaction costs.

The transaction was funded using the Company’s cash on hand.

1 unchanged sentence

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 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 Nine Months Ended

in thousands % Owned

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

Other Joint Ventures Various ( 20 - 50 %)

International 1,685 2,582 7,501 5,390

Total $ 9,784 $ 7,138 $ 42,213 $ 19,951

Distributions received from equity method investees include:

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 $ 9.5 million is remaining as of July 30, 2023.

As of January 28, 2024, the remaining basis difference was $ 324.9 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 $ 279.4 million as of January 26, 2024.

The Company recognized a basis difference of $ 21.3 million associated with the formation of MegaMex Foods, LLC, of which $ 9.1 million is remaining as of January 28, 2024.

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

1 unchanged sentence

Principal components of inventories are:

in thousands July 30, 2023 October 30, 2022

January 28, 2024 October 29, 2023

Finished Products $ 887,941 $ 954,432

2 unchanged sentences

Maintenance Materials and Parts 112,181 109,151

Total $ 1,737,865 $ 1,716,059

Total Inventories

$ 1,578,191 $ 1,680,406

NOTE E - DERIVATIVES AND HEDGING

5 unchanged sentences

Cash Flow Commodity Hedges:

The Company designates grain, lean hog, and natural gas futures, swaps, and options contracts used to offset price fluctuations in the Company’s future purchases of these commodities as cash flow hedges.

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 lean hog exposure beyond the next fiscal year.

The Company uses futures, swaps, and options contracts to offset price fluctuations in the Company's future purchases of grain, lean hogs, natural gas, and diesel fuel.

These contracts are designated as cash flow hedges;

therefore, 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, natural gas, or diesel fuel exposure beyond the next two upcoming fiscal years and its lean hog exposure beyond the next fiscal year.

Fair Value Commodity Hedges:

The Company designates the futures it uses to minimize the price risk assumed when fixed forward priced contracts are offered to the Company’s commodity suppliers as fair value hedges.

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 in the Consolidated Condensed Statements of Financial Position as a Current Asset and Current Liability, respectively.

The Company designates the futures it uses to minimize the price risk assumed when fixed forward priced contracts are offered to the Company’s lean hog and grain suppliers as fair value hedges.

The programs are intended 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.

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.

2 unchanged sentences

The total notional amount of the Company’s locks was $ 1.25 billion.

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 J - Long-Term Debt and Other Borrowing Arrangements).

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 J - Long-Term Debt and Other Borrowing Arrangements).

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

10 unchanged sentences

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

in millions July 30, 2023 October 30, 2022

January 28, 2024 October 29, 2023

Corn 24.8 bushels 30.7 bushels

1 unchanged sentence

Natural Gas 3.5 MMBtu 3.0 MMBtu

0.3 gallons — gallons

Fair Value of Derivatives:

The fair values of the Company’s derivative instruments designated as hedges are:

Gross Fair Value

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

2023 October 30,

The gross fair values of the Company’s derivative instruments designated as hedges are:

Location on Consolidated Condensed Statements of Financial Position January 28, 2024 October 29, 2023

Commodity Contracts (1)

3 unchanged sentences

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.

The gross liability position as of January 28, 2024, is offset by the right to reclaim net cash collateral of $ 24.5 million contained within the master netting arrangement.

The gross liability position as of October 29, 2023, is offset by the right to reclaim net cash collateral of $ 32.2 million.

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

1 unchanged sentence

The carrying amount of the Company’s fair value hedged assets (liabilities) are:

Carrying Amount of Hedged

Assets (Liabilities)

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

2023 October 30,

Location on Consolidated Condensed Statements of Financial Position January 28, 2024 October 29, 2023

Commodity Contracts

3 unchanged sentences

( 445,673 ) ( 442,549 )

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 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.

As of January 28, 2024, the carrying amount of the 2024 Notes included a cumulative fair value hedging adjustment of $ 4.3 million from discontinued hedges.

Accumulated Other Comprehensive Loss Impact:

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.

As of January 28, 2024, the Company included in AOCL hedging losses (before tax) of $ 17.3 million on commodity contracts and gains (before tax) of $ 12.2 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 July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022

Cash Flow Hedges

Commodity Contracts $ ( 2,600 ) $ ( 24,312 ) $ ( 5,758 ) $ 21,216 Cost of Products Sold

Excluded Component (2)

423 ( 576 ) — —

Interest Rate Contracts

— — 247 247 Interest Expense

Reclassified from

AOCL into Earnings (1)

of Operations

Nine Months Ended Nine Months Ended

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

January 28, 2024 January 29, 2023 January 28, 2024 January 29, 2023

Cash Flow Hedges

5 unchanged sentences

(1) See Note G - Accumulated Other Comprehensive Loss for the after-tax impact of these gains or losses on Net Earnings.

(2) Represents the time value of corn options excluded from the assessment of effectiveness for which the difference between changes in fair value and periodic amortization is recorded in AOCL.

(2) Represents the time value of commodity options excluded from the assessment of effectiveness for which the difference between changes in fair value and periodic amortization is recorded in AOCL.

Consolidated Statements of Operations Impact:

The effect on the Consolidated Statements of Operations for gains or losses (before tax) related to the Company’s derivative instruments are:

Consolidated Statements of Operations Impact

Quarter Ended Nine Months Ended

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

Quarter Ended

January 28, 2024 January 29, 2023

Net Earnings Attributable to Hormel Foods Corporation $ 218,863 $ 217,719

2 unchanged sentences

Amortization of Excluded Component from Options ( 1,156 ) ( 1,412 )

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

Fair Value Hedges - Commodity Contracts

3 unchanged sentences

( 9,163 ) 6,425

Cash Flow Hedges - Interest Rate Locks

Cash Flow Hedges - Interest Rate Contracts

Gain (Loss) Reclassified from AOCL 247 247

Fair Value Hedge - Interest Rate Swap

Gain (Loss) on Interest Rate Swap — ( 222 ) — 1,270

Fair Value Hedge - Interest Rate Contracts

Amortization of Loss Due to Discontinuance of Fair Value Hedge (3)

3 unchanged sentences

Total Gain (Loss) Recognized in Earnings $ ( 12,040 ) $ 3,547

(1) During the second quarter of fiscal 2022, the Company discontinued hedge accounting on 0.6 million bushels of corn usage that was deemed no longer probable to occur.

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 July 30, 2023, which were offset by a corresponding gain or loss on the underlying hedged purchase commitment.

(1) Represents gains or losses on commodity contracts designated as fair value hedges that were closed during the quarter ended January 28, 2024, and January 29, 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 unchanged sentences

NOTE F - PENSION AND OTHER POST-RETIREMENT BENEFITS

Net periodic benefit cost for pension and other post-retirement benefit plans consists of:

Net periodic cost for pension and other post-retirement benefit plans consists of:

Pension Benefits

Quarter Ended Nine Months Ended

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

Quarter Ended

January 28, 2024 January 29, 2023

Service Cost $ 9,053 $ 8,902

3 unchanged sentences

Recognized Actuarial (Gain) Loss 3,316 3,325

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

Net Periodic Cost

$ 11,107 $ 9,353

Post-retirement Benefits

Quarter Ended Nine Months Ended

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

Quarter Ended

January 28, 2024 January 29, 2023

Service Cost $ 41 $ 62

2 unchanged sentences

Recognized Actuarial (Gain) Loss ( 317 ) ( 7 )

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

Net Periodic Cost

$ 2,622 $ 3,070

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.

1 unchanged sentence

Components of Accumulated Other Comprehensive Loss are as follows:

in thousands Foreign

Translation Pension &

Benefits Derivatives &

Hedging Equity

Investments Accumulated

Comprehensive

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

Unrecognized Gains (Losses) 0 0

Gross ( 10,170 ) 39 ( 2,177 ) 8,733 ( 3,575 )

Tax Effect — — 542 — 542

Reclassification into Net Earnings 0 0 0 0

Gross — 2,859 (1)

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

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 )

Balance at October 29, 2023

8 unchanged sentences

Change Net of Tax 11,250 2,129 5,206 2,884 21,469

Balance at July 30, 2023

Balance at January 28, 2024

$ ( 74,772 ) $ ( 181,863 ) $ ( 3,877 ) $ 9,730 $ ( 250,783 )

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

(1) Included in computation of net periodic cost.

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

1 unchanged sentence

See Note E - Derivatives and Hedging for additional information.

(3) Included in Equity in Earnings of Affiliates in the Consolidated Statements of Operations.

NOTE H - FAIR VALUE MEASUREMENTS

4 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 July 30, 2023

in thousands Total Fair

Quoted Prices

Fair Value Measurements at January 28, 2024

Value Quoted Prices

Identical Assets

(Level 1) Significant

(Level 2) Significant

Assets at Fair Value

13 unchanged sentences

Fair Value Measurements at October 29, 2023

in thousands Total Fair

Quoted Prices

Value Quoted Prices

Identical Assets

(Level 1) Significant

(Level 2) Significant

Assets at Fair Value

18 unchanged sentences

The cash, U.S.

government securities, and money market funds rated AAA held by the portfolio are classified as Level 1.

government securities, and money market funds rated AAA held by the portfolio are classified as

The current investment portfolio also includes corporate bonds and other asset backed securities for which there is an active, quoted market.

7 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 (IRS) applicable federal rates.

The rate earned on these investments is adjusted annually based on a specified percent of the U.S.

Internal Revenue Service (IRS) applicable federal rates.

These liabilities are classified as Level 2.

4 unchanged sentences

Securities held by the rabbi trust are classified as trading securities.

Unrealized gains and losses associated with these investments are

included in the Company's earnings.

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.

Unrealized gains and losses associated with these investments are included in the Company's earnings.

During the quarter ended January 28, 2024, securities held by the rabbi trust generated gains of $ 11.5 million, compared to gains of $ 7.0 million for the quarter ended January 29, 2023.

(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, diesel fuel, hogs, and pork, and to minimize the price risk assumed when forward priced contracts are offered to the Company’s commodity suppliers.

The Company’s futures and options contracts for corn are traded on the Chicago Board of Trade, while futures contracts for lean hogs are traded on the Chicago Mercantile Exchange.

These are active markets with quoted prices available, and these contracts are classified as Level 1.

The Company holds natural gas and pork swap contracts that are over-the-counter instruments classified as Level 2.

The value of the natural gas swap contracts is calculated using quoted prices from the New York Mercantile Exchange, and the value of the pork swap contracts are calculated using a futures implied USDA estimated pork cut-out value.

The Company holds natural gas, diesel fuel, and pork swap contracts that are over-the-counter instruments classified as Level 2.

The value of the natural gas and diesel fuel swap contracts is calculated using quoted prices from the New York Mercantile Exchange, and the value of the pork swap contracts are calculated using a futures implied USDA estimated pork cut-out value.

All derivatives are reviewed for potential credit risk and risk of nonperformance.

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

As of January 28, 2024, the Company has recognized the right to reclaim net cash collateral of $ 24.5 million from various counterparties (including cash of $ 22.3 million plus $ 2.2 million of realized gain).

As of October 29, 2023, the Company had recognized the right to reclaim net cash collateral of $ 32.2 million from various counterparties (including cash of $ 42.6 million less $ 10.4 million of realized loss).

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 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.

The Company does not carry its long-term debt at fair value on the 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 January 28, 2024, and $ 2.7 billion as of October 29, 2023.

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 nine months ended July 30, 2023, and July 31, 2022.

There were no material remeasurements of assets or liabilities at fair value on a nonrecurring basis subsequent to their initial recognition during the quarter ended January 28, 2024, and January 29, 2023.

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.

Except as described below, there were no material changes outside the ordinary course of business during the quarter ended January 28, 2024, 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 29, 2023.

Legal Proceedings:

The Company is a party to various legal proceedings related to the ongoing operation of its business, including claims both by and against the Company.

At any time, such proceedings typically involve claims related to product liability, labeling, contracts, antitrust regulations, intellectual property, competition laws, employment practices, or other actions brought by employees, customers, consumers, competitors, or suppliers.

The Company establishes accruals for its potential exposure, as appropriate, for claims against the Company when losses become probable and reasonably estimable.

However, future developments or settlements are uncertain and may require the Company to change such accruals as proceedings progress.

Resolution of any currently known matter, either individually or in the aggregate, is not expected to have a material effect on the Company’s financial condition, results of operations, or liquidity.

Pork Antitrust Litigation

Beginning in June 2018, a series of putative class action complaints were filed against the Company, as well as several other pork-processing companies and a benchmarking service called Agri Stats in the United States District Court for the District of Minnesota styled In re Pork Antitrust Litigation (the Pork Antitrust Civil Litigation).

The plaintiffs allege, among other things, that beginning in January 2009, the defendants conspired and combined to fix, raise, maintain, and stabilize the price of pork and pork products—including through the use of Agri Stats—in violation of federal antitrust laws.

The complaints on behalf of the putative classes of indirect purchasers also include causes of action under various state unfair competition laws, consumer protection laws, and unjust enrichment common laws.

The plaintiffs seek treble damages, injunctive relief, pre-and post-judgment interest, costs, and attorneys’ fees.

Since the original filing, certain direct-action plaintiffs have opted out of class treatment and are proceeding with individual direct actions making similar claims, and others may do so in the future.

The Company has not recorded any liability for these matters as it does not believe a loss is probable, and it cannot reasonably estimate any reasonably possible loss as the Company believes that it has valid and meritorious defenses against the allegations.

The Offices of the Attorney General in New Mexico and Alaska have filed complaints against the Company and certain of its pork subsidiaries, as well as several other pork processing companies and Agri Stats.

The complaints are based on allegations similar to those asserted in the Pork Antitrust Civil Litigation and allege violations of state antitrust, unfair trade practice, and unjust enrichment laws based on allegations of conspiracies to exchange information and manipulate the supply of pork.

Turkey Antitrust Litigation

Beginning in December 2019, a series of putative class action complaints were filed against the Company, as well as several other turkey-processing companies and a benchmarking service called Agri Stats, in the U.S.

District Court for the Northern District of Illinois styled In re Turkey Antitrust Litigation .

The plaintiffs allege, among other things, that from at least 2010 to 2017, the defendants conspired and combined to fix, raise, maintain, and stabilize the price of turkey products—including through the use of Agri Stats—in violation of federal antitrust laws.

The plaintiffs seek treble damages, injunctive relief, pre-and post-judgment interest, costs, and attorneys’ fees.

Poultry Wages Antitrust Litigation

In December 2019, a putative class of non-supervisory production and maintenance employees at poultry-processing plants in the continental United States filed an amended consolidated class action complaint against the Company and various other poultry processing companies in the United States District Court for the District of Maryland styled Jien, et al.

Perdue Farms, Inc., et al .

The plaintiffs allege that since 2009, the defendants directly and through a wage survey and benchmarking service exchanged information regarding compensation in an effort to depress and fix wages and benefits for employees at poultry-processing plants, feed mills, and hatcheries in violation of federal antitrust laws.

The plaintiffs seek, among other things, treble monetary damages, punitive damages, restitution, and pre-and post-judgment interest, as well as declaratory and injunctive relief.

In July 2022, the Court partially granted the Company’s motion to dismiss, and dismissed plaintiffs’ per se wage-fixing claim as to the Company.

The Company has not recorded any liability for this matter as it does not believe a loss is probable, and it cannot reasonably estimate any reasonably possible loss as the Company believes that it has valid and meritorious defenses against the allegations.

Red Meat Wages Antitrust Litigation

In November 2022, a putative class of non-supervisory production and maintenance employees at “red meat” processing plants in the continental United States filed a class action complaint against the Company and various other beef- and pork-processing companies in the United States District Court for the District of Colorado styled Brown, et al.

JBS USA Food Co., et al .

The plaintiffs allege that since 2014, the defendants directly and through a wage survey and benchmarking service exchanged information regarding compensation in an effort to depress and fix wages and benefits for employees at beef- and pork-processing plants in violation of federal antitrust laws.

The plaintiffs seek, among other things, treble monetary damages, punitive damages, restitution, and pre-and post-judgment interest, as well as declaratory and injunctive relief.

NOTE J - LONG-TERM DEBT AND OTHER BORROWING ARRANGEMENTS

Long-term Debt consists of:

in thousands July 30, 2023 October 30, 2022

January 28, 2024 October 29, 2023

Senior Unsecured Notes, with Interest at 3.050 %

21 unchanged sentences

Senior Unsecured Notes:

On June 3, 2021, the Company issued $ 950.0 million aggregate principal amount of its 0.650 % notes due 2024 (the 2024 Notes), $ 750.0 million aggregate principal amount of its 1.700 % notes due 2028 (the 2028 Notes), and $ 600.0 million aggregate principal amount of its 3.050 % notes due 2051 (the 2051 Notes).

On June 3, 2021, the Company issued $ 950.0 million aggregate principal amount of its 0.650 % notes due 2024 (2024 Notes), $ 750.0 million aggregate principal amount of its 1.700 % notes due 2028 (2028 Notes), and $ 600.0 million aggregate principal amount of its 3.050 % notes due 2051 (2051 Notes).

The 2024 Notes may be redeemed in whole or in part one year after their issuance without penalty for early partial payments or full redemption.

5 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.

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

The notes bear interest at a fixed rate of 1.800 % per annum, with interest paid semi-annually in arrears on June 11 and December 11 of each year, commencing December 11, 2020.

1 unchanged sentence

Subsequent to the end of the first quarter of fiscal 2024, the Company's Board of Directors approved up to $ 500 million of new long-term financing which is intended, along with cash on hand, to pay the 2024 Notes upon maturity.

Unsecured Revolving Credit Facility:

5 unchanged sentences

On April 17, 2023, the Company entered into a first amendment (Amendment) to the Company’s $ 750.0 million revolving credit agreement.

The Amendment provides for, among other things (i) the replacement of London Interbank Offered Rate (LIBOR) with Term Secured Overnight Financing Rate (SOFR) and Daily Simple Singapore Overnight Rate Average (SORA) for the Eurocurrency Rate for Dollars and Singapore Dollars, including applicable credit spread adjustments and relevant SOFR benchmark provisions, (ii) permitting two one-year extension options to be exercised at any anniversary, (iii) removing the change in debt ratings notice requirement, (iv) shortening the notice period requirements for Base Rate Loans to allow for same day notice, and (v) increasing the number of permitted interest periods from 8 to 15 .

The unsecured revolving line of credit bears interest, at the Company’s election, at either a Base Rate plus margin of 0.0 % to 0.150 % or the Adjusted Term SOFR, Adjusted Daily Simple Risk-Free Rate (RFR) or Eurocurrency Rate plus margin of 0.575 % to 1.150 % and a variable fee of 0.050 % to 0.100 % is paid for the availability of this credit line.

Dollars and Singapore Dollars, including applicable credit spread adjustments and relevant SOFR benchmark provisions, (ii) permitting two one-year extension options to be exercised at any anniversary, (iii) removing the change in debt ratings notice requirement, (iv) shortening the notice period requirements for Base Rate Loans to allow for same day notice, and (v) increasing the number of permitted interest periods from 8 to 15 .

to 1.150 % and a variable fee of 0.050 % to 0.100 % is paid for the availability of this credit line.

Extensions of credit under the facility may be made in the form of revolving loans, swingline loans, and letters of credit.

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

As of January 28, 2024, and October 29, 2023, 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 July 30, 2023, the Company was in compliance with all of these covenants.

As of January 28, 2024, the Company was in compliance with all covenants.

NOTE K - INCOME TAXES

2 unchanged sentences

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 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.

The Company’s effective tax rate for the quarter ended January 28, 2024, was 23.4 % compared to 22.6 % for the corresponding period a year ago.

The Company benefited from the impact of certain discrete items and higher federal deductions in the prior year.

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 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.

If recognized as of January 28, 2024, these benefits would impact the Company’s effective tax rate by $ 17.7 million compared to $ 18.2 million as of January 29, 2023.

The Company includes accrued interest and penalties related to uncertain tax positions in Provision for Income Taxes, with immaterial losses included during the quarter ended January 28, 2024, and January 29, 2023.

The amount of accrued interest and penalties associated with unrecognized tax benefits was $ 2.7 million at January 28, 2024, and $ 2.6 million at January 29, 2023.

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

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.

The IRS concluded its examination of fiscal 2021 in the second quarter of fiscal 2023.

The IRS placed the Company in the Bridge phase of the Compliance Assurance Process (CAP) for fiscal years 2020 and 2023.

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

5 unchanged sentences

While it is reasonably possible that one or more of these audits may be completed within the next 12 months and the related unrecognized tax benefits may change based on the status of the examinations, it is not possible to reasonably estimate the effect of any amount of such change to previously recorded uncertain tax positions.

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

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 Nine Months Ended

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

Diluted earnings per share was calculated using the treasury stock method.

The shares used as the denominator for those computations are as follows:

Quarter Ended

January 28, 2024 January 29, 2023

Basic Weighted-average Shares Outstanding

547,020 546,384

Dilutive Potential Common Shares 900 3,647

Diluted Weighted-average Shares Outstanding

547,920 550,031

Antidilutive Potential Common Shares 17,892 3,239

1 unchanged sentence

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

As discussed in Note A - Summary of Significant Accounting Policies, the Company transitioned to a new operating model in the first quarter of fiscal 2023 and now reports its results in the following three segments:

The Company reports its results in the following three segments:

Retail, Foodservice, and International, which is consistent with how the Company's chief operating decision maker (CODM) assesses performance and allocates resources.

Prior period segment results have been retrospectively recast to reflect the new reportable segments.

The Retail segment consists primarily of the processing, marketing, and sale of food products sold predominantly in the retail market.

2 unchanged sentences

The International segment processes, markets, and sells Company products internationally.

This segment also includes the results from the Company’s international joint ventures and royalty arrangements.

This segment also includes the results from the Company’s international joint ventures, equity method investments, and royalty arrangements.

Intersegment sales are eliminated in consolidation and are not reviewed when evaluating segment performance.

The Company does not allocate deferred compensation, investment income, interest expense, or interest income to its segments when measuring performance.

The Company does not allocate deferred compensation, expenses associated with the transformation and modernization initiative, investment income, interest expense, or interest income to its segments when measuring performance.

The Company also retains various other income and expenses at the corporate level.

Equity in Earnings of Affiliates is included in segment profit;

however, earnings attributable to the Company’s noncontrolling interests are excluded.

however, earnings attributable to the Company’s corporate venturing investments and noncontrolling interests are excluded.

These items are included below as Net Unallocated Expense and Noncontrolling Interest when reconciling to Earnings Before Income Taxes.

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.

Therefore, the Company does not disclose assets by segment.

The Company is an integrated enterprise, characterized by substantial intersegment cooperation, cost allocations, and sharing of assets.

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

Quarter Ended Nine Months Ended

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

Quarter Ended

January 28, 2024 January 29, 2023

Retail $ 1,911,272 $ 1,957,797

10 unchanged sentences

Earnings Before Income Taxes $ 285,547 $ 281,201

The Company’s products consist primarily of meat and other food products.

The Company’s products primarily consist of meat and other food products.

Total revenue contributed by classes of similar products are:

Quarter Ended Nine Months Ended

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

Quarter Ended

January 28, 2024 January 29, 2023

Perishable $ 2,106,571 $ 2,080,461

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