What changed in this filing

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Item 1. Financial Statements

2024-05-30 compared with 2024-02-29 · 187 added, 81 removed, 623 unchanged (30% of the section changed)

2 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS

Quarter Ended

Quarter Ended Six Months Ended

In thousands, except per share amounts

January 28, 2024 January 29, 2023

April 28, 2024 April 30, 2023 April 28, 2024 April 30, 2023

Net Sales $ 2,887,352 $ 2,977,639 $ 5,884,263 $ 5,948,632

24 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Quarter Ended

January 28, 2024 January 29, 2023

Quarter Ended Six Months Ended

April 28, 2024 April 30, 2023 April 28, 2024 April 30, 2023

Net Earnings $ 189,207 $ 217,215 $ 407,936 $ 434,866

6 unchanged sentences

Total Other Comprehensive Income (Loss)

( 11,693 ) 7,416 9,985 10,938

Comprehensive Income 177,515 224,631 417,921 445,804

Comprehensive Income (Loss) Attributable to Noncontrolling Interest

( 220 ) 18 ( 146 ) 172

Comprehensive Income Attributable to Hormel Foods Corporation

4 unchanged sentences

In thousands, except share and per share amounts

January 28, 2024 October 29, 2023

April 28, 2024 October 29, 2023

Cash and Cash Equivalents $ 1,486,368 $ 736,532

1 unchanged sentence

Accounts Receivable (Net of Allowance for Doubtful Accounts of

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

$ 3,691 at April 28, 2024, and $ 3,557 at October 29, 2023)

731,984 817,391

19 unchanged sentences

Liabilities and Shareholders’ Investment

Accounts Payable and Accrued Expenses

Accounts Payable

$ 691,498 $ 771,397

Accrued Expenses 66,235 51,679

Accrued Marketing Expenses 117,731 87,452

17 unchanged sentences

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 April 28, 2024:

Shares Issued as of October 29, 2023:

11 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ INVESTMENT

Quarter Ended January 29, 2023

Quarter Ended April 30, 2023

Hormel Foods Corporation Shareholders

4 unchanged sentences

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

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

Net Earnings (Loss)

2 unchanged sentences

7,374 42 7,416

Purchases of Common Stock

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

Stock-based Compensation Expense

44 — 10,711 10,711

Exercise of Stock Options/Restricted Shares

56 1 ( 81 ) ( 80 )

Shares Retired

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

Declared Dividends – $ 0.2750 per Share

277 ( 150,614 ) ( 150,337 )

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

Quarter Ended April 28, 2024

Hormel Foods Corporation Shareholders

Stock Treasury

Stock Additional

Capital Retained

Earnings Accumulated

Comprehensive

Income (Loss) Non-

Interest Total

Shareholders’

In thousands, except per share amounts

Shares Amount Shares Amount

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

Quarter Ended January 28, 2024

Net Earnings (Loss)

189,278 ( 70 ) 189,207

Other Comprehensive Income (Loss)

( 11,543 ) ( 150 ) ( 11,693 )

Contribution from Noncontrolling Interest

Stock-based Compensation Expense

52 1 10,559 10,561

Exercise of Stock Options/Restricted Shares

382 6 8,555 8,561

Declared Dividends – $ 0.2825 per Share

300 ( 155,278 ) ( 154,977 )

Balance at April 28, 2024 548,030 $ 8,028 — $ — $ 549,130 $ 7,591,157 $ ( 262,325 ) $ 10,462 $ 7,896,452

See Notes to the Consolidated Financial Statements

HORMEL FOODS CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ INVESTMENT

Six Months Ended April 30, 2023

Hormel Foods Corporation Shareholders

13 unchanged sentences

Other Comprehensive Income (Loss) 10,674 264 10,938

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

Stock-based Compensation Expense 44 — 15,912 15,912

Exercise of Stock Options/Restricted Shares 284 4 2,551 2,555

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

Declared Dividends – $ 0.5500 per Share

446 ( 301,019 ) ( 300,574 )

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

Six Months Ended April 28, 2024

Hormel Foods Corporation Shareholders

Stock Treasury

Stock Additional

Capital Retained

Earnings Accumulated

Comprehensive

Income (Loss) Non-

Interest Total

Shareholders’

In thousands, except per share amounts

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 (Loss)

408,140 ( 204 ) 407,936

Other Comprehensive Income (Loss) 9,927 59 9,985

Contribution from Noncontrolling Interest 6,508 6,508

1 unchanged sentence

Exercise of Stock Options/Restricted Shares 1,378 20 27,439 27,459

997 14 18,883 18,898

Declared Dividends – $ 0.5650 per Share

509 ( 309,935 ) ( 309,426 )

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

Balance at April 28, 2024 548,030 $ 8,028 — $ — $ 549,130 $ 7,591,157 $ ( 262,325 ) $ 10,462 $ 7,896,452

See Notes to the Consolidated Financial Statements

1 unchanged sentence

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

Quarter Ended

January 28, 2024 January 29, 2023

Six Months Ended

April 28, 2024 April 30, 2023

Operating Activities

8 unchanged sentences

Operating Lease Cost

18,191 10,029

Other Non-cash, Net

16 unchanged sentences

Financing Activities

Proceeds from Long-term Debt 497,765 —

Payment of Debt Issuance Costs

Repayments of Long-term Debt and Finance Leases ( 4,520 ) ( 4,376 )

Dividends Paid on Common Stock ( 305,035 ) ( 292,616 )

Share Repurchase — ( 12,303 )

Proceeds from Exercise of Stock Options 27,459 2,555

5 unchanged sentences

Cash and Cash Equivalents at End of Period $ 1,486,368 $ 580,496

Supplemental Non-cash Financing and Investing Activities:

Purchases of property, plant, and equipment included in accounts payable

$ 14,147 $ 3,488

See Notes to the Consolidated Financial Statements

35 unchanged sentences

NOTE B - GOODWILL AND INTANGIBLE ASSETS

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

The change in the carrying amount of goodwill for the six months ended April 28, 2024, is:

Retail Foodservice International Total

2 unchanged sentences

Foreign Currency Translation — — 570 570

Balance at January 28, 2024

Balance at April 28, 2024

$ 2,916,796 $ 1,750,594 $ 261,644 $ 4,929,034

1 unchanged sentence

The carrying amounts for indefinite-lived intangible assets are:

January 28, 2024 October 29, 2023

April 28, 2024 October 29, 2023

Brands/Trade Names/Trademarks

2 unchanged sentences

Foreign Currency Translation ( 5,860 ) ( 5,893 )

Total $ 1,631,468 $ 1,631,098

Total Indefinite-lived Intangible Assets

$ 1,631,131 $ 1,631,098

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

January 28, 2024 October 29, 2023

April 28, 2024 October 29, 2023

Gross Carrying

7 unchanged sentences

Foreign Currency Translation — ( 4,329 ) — ( 4,344 )

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

Total Definite-lived Intangible Assets

$ 233,690 $ ( 116,044 ) $ 234,020 $ ( 107,947 )

Amortization expense on intangible assets is as follows:

Quarter Ended

January 28, 2024 January 29, 2023

Quarter Ended Six Months Ended

April 28, 2024 April 30, 2023 April 28, 2024 April 30, 2023

Amortization Expense $ 3,978 $ 4,594 $ 8,442 $ 9,201

3 unchanged sentences

Equity in Earnings of Affiliates consists of:

Quarter Ended

% Owned January 28, 2024 January 29, 2023

Quarter Ended Six Months Ended

% Owned April 28, 2024 April 30, 2023 April 28, 2024 April 30, 2023

MegaMex Foods, LLC (1)

2 unchanged sentences

Various ( 20 - 50 %)

6,894 3,939 14,894 5,816

Total Equity in Earnings of Affiliates

3 unchanged sentences

Distributions received from equity method investees include:

Quarter Ended

January 28, 2024 January 29, 2023

Quarter Ended Six Months Ended

April 28, 2024 April 30, 2023 April 28, 2024 April 30, 2023

Dividends $ 10,000 $ 10,000 $ 25,731 $ 13,652

8 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 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.

As of April 28, 2024, the remaining basis difference was $ 314.8 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 $ 275.4 million as of April 26, 2024.

The Company recognized a basis difference of $ 21.3 million associated with the formation of MegaMex Foods, LLC, of which $ 8.9 million is remaining as of April 28, 2024.

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

1 unchanged sentence

Principal components of inventories are:

January 28, 2024 October 29, 2023

April 28, 2024 October 29, 2023

Finished Products $ 959,385 $ 954,432

36 unchanged sentences

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

January 28, 2024 October 29, 2023

April 28, 2024 October 29, 2023

Corn 28.5 bushels 30.7 bushels

4 unchanged sentences

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

Location on Consolidated Condensed Statements of Financial Position April 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 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 asset position as of April 28, 2024 excludes the right to reclaim net cash collateral of $ 11.5 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.

2 unchanged sentences

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

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

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

Commodity Contracts

5 unchanged sentences

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

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.

As of April 28, 2024, the carrying amount of the 2024 Notes included a cumulative fair value hedging adjustment of $ 1.2 million from discontinued hedges.

Accumulated Other Comprehensive Loss Impact:

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.

As of April 28, 2024, the Company included in AOCL hedging losses (before tax) of $ 1.2 million on commodity contracts and gains (before tax) of $ 12.0 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

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

April 28, 2024 April 30, 2023 April 28, 2024 April 30, 2023

Cash Flow Hedges

4 unchanged sentences

— — 247 247 Interest Expense

Reclassified from

AOCL into Earnings (1)

of Operations

Six Months Ended Six Months Ended

in thousands April 28, 2024 April 30, 2023 April 28, 2024 April 30, 2023

Cash Flow Hedges

Commodity Contracts $ 1,685 $ ( 31,551 ) $ ( 19,756 ) $ 11,591 Cost of Products Sold

Excluded Component (2)

1,813 ( 691 ) — —

Interest Rate Contracts

— — 494 494 Interest Expense

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

2 unchanged sentences

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

Quarter Ended

January 28, 2024 January 29, 2023

Quarter Ended Six Months Ended

April 28, 2024 April 30, 2023 April 28, 2024 April 30, 2023

Net Earnings Attributable to Hormel Foods Corporation $ 189,278 $ 217,239 $ 408,140 $ 434,958

15 unchanged sentences

Total Gain (Loss) Recognized in Earnings $ ( 10,849 ) $ ( 2,080 ) $ ( 22,890 ) $ 1,468

(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.

(1) Represents gains or losses on commodity contracts designated as fair value hedges that were closed during the quarter and six months ended April 28, 2024, and April 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.

5 unchanged sentences

Pension Benefits

Quarter Ended

January 28, 2024 January 29, 2023

Quarter Ended Six Months Ended

April 28, 2024 April 30, 2023 April 28, 2024 April 30, 2023

Service Cost $ 9,023 $ 8,902 $ 18,076 $ 17,804

6 unchanged sentences

Post-retirement Benefits

Quarter Ended

January 28, 2024 January 29, 2023

Quarter Ended Six Months Ended

April 28, 2024 April 30, 2023 April 28, 2024 April 30, 2023

Service Cost $ 41 $ 62 $ 82 $ 123

11 unchanged sentences

Comprehensive

Balance at January 28, 2024 $ ( 74,772 ) $ ( 181,863 ) $ ( 3,877 ) $ 9,730 $ ( 250,783 )

Unrecognized Gains (Losses) — —

Gross ( 19,165 ) ( 29 ) 7,955 ( 4,556 ) ( 15,795 )

Tax Effect — — ( 1,943 ) — ( 1,943 )

Reclassification into Net Earnings — — — —

Gross — 2,780 (1)

( 1,888 ) (3)

Tax Effect — ( 683 ) ( 1,922 ) — ( 2,605 )

Change Net of Tax ( 19,165 ) 2,068 11,998 ( 6,444 ) ( 11,543 )

Balance at April 28, 2024

$ ( 93,937 ) $ ( 179,795 ) $ 8,121 $ 3,286 $ ( 262,325 )

Balance at October 29, 2023

8 unchanged sentences

Change Net of Tax ( 7,915 ) 4,197 17,205 ( 3,561 ) 9,927

Balance at January 28, 2024

Balance at April 28, 2024

$ ( 93,937 ) $ ( 179,795 ) $ 8,121 $ 3,286 $ ( 262,325 )

10 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 January 28, 2024

Fair Value Measurements at April 28, 2024

Value Quoted Prices

41 unchanged sentences

The cash, U.S.

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

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

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

16 unchanged sentences

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.

During the quarter and six months ended April 28, 2024, securities held by the rabbi trust generated gains of $ 2.4 million, and $ 13.9 million, respectively, compared to gains of less than $ 0.1 million and $ 7.1 million for the quarter and six months ended April 30, 2023, 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, diesel fuel, 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, 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 April 28, 2024, the Company has recognized the right to reclaim net cash collateral of $ 11.5 million from various counterparties (including cash of $ 15.8 million less $ 4.2 million of realized loss).

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).

1 unchanged sentence

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.

The fair value of long-term debt, utilizing discounted cash flows (Level 2), was $ 3.3 billion as of April 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 ended January 28, 2024, and January 29, 2023.

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 28, 2024, and April 30, 2023.

NOTE I - COMMITMENTS AND CONTINGENCIES

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.

Except as described below, there were no material changes outside the ordinary course of business during the quarter and six months ended April 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:

5 unchanged sentences

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).

District Court for the District of Minnesota styled In re Pork Antitrust Litigation (the Pork Antitrust 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.

1 unchanged sentence

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.

Class Plaintiffs consist of the Direct Purchaser Plaintiffs, Commercial and Institutional Indirect Purchaser Plaintiffs, and Consumer Indirect Purchaser Plaintiffs.

Since the original filing, certain non-class 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.

Although the Company strongly denies liability, continues to deny the allegations asserted by the Class Plaintiffs, and believes it has valid defenses, to avoid the uncertainty, risk, expense, and distraction of continued litigation involving the Class Plaintiffs, the Company agreed to settle with the Direct Purchaser Plaintiffs for $ 4.9 million, the Commercial and

Institutional Indirect Purchaser Plaintiffs for $ 2.4 million, and the Consumer Indirect Purchaser Plaintiffs for $ 4.5 million.

These proposed settlements were filed with the Court on April 5, 2024, and are subject to final approval by the Court.

The settlement amounts were recorded in Selling, General, and Administrative in the Consolidated Statements of Operations and as an Accrued Expense on the Consolidated Condensed Statements of Financial Position for the second quarter of fiscal 2024 and are expected to be paid following final Court approval.

The Company intends to continue vigorously defending against non-class claims not resolved by these three individual Class settlements.

The Offices of the Attorney General in New Mexico and Alaska, as non-class plaintiffs, have separately filed state-court 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 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.

The Company has not recorded any liability for the non-class 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.

Turkey Antitrust Litigation

7 unchanged sentences

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.

In December 2019, a putative class of non-supervisory production and maintenance employees at poultry-processing plants in the continental U.S.

filed an amended consolidated class action complaint against Jennie-O Turkey Store, Inc.

and various other poultry processing companies in the U.S.

District Court for the District of Maryland styled Jien, et al.

Perdue Farms, Inc., et al .

4 unchanged sentences

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.

In November 2022, a putative class of non-supervisory production and maintenance employees at “red meat” processing plants in the continental U.S.

filed a class action complaint against the Company and various other beef- and pork-processing companies in the U.S.

District Court for the District of Colorado styled Brown, et al.

JBS USA Food Co., et al .

4 unchanged sentences

Long-term Debt consists of:

January 28, 2024 October 29, 2023

April 28, 2024 October 29, 2023

Senior Unsecured Notes, with Interest at 3.050 %

8 unchanged sentences

Senior Unsecured Notes, with Interest at 4.800 %

Interest Due Semi-annually through March 2027 Maturity Date

Senior Unsecured Notes, with Interest at 0.650 %

Interest Due Semi-annually through June 2024 Maturity Date

11 unchanged sentences

Senior Unsecured Notes:

On March 8, 2024, the Company issued senior notes in an aggregate principal amount of $ 500.0 million due March 2027.

The notes bear interest at a fixed rate of 4.800 % per annum.

Interest will accrue on the notes from March 8, 2024, and will be payable semi-annually in arrears on March 30 and September 30 of each year commencing September 30, 2024.

The notes may be redeemed in whole or in part at any time at the applicable redemption prices 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.

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).

10 unchanged sentences

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:

6 unchanged sentences

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 U.S.

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 .

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 January 28, 2024, and October 29, 2023, the Company had no outstanding draws from this facility.

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

As of April 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 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.

The Company’s effective tax rate for the quarter and six months ended April 28, 2024, was 22.5 % and 23.0 %, respectively, compared to 22.1 % and 22.4 %, respectively, for the corresponding periods a year ago.

The Company benefited from the impact of higher federal deductions in the prior year.

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

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.

If recognized as of April 28, 2024, these benefits would impact the Company’s effective tax rate by $ 16.6 million compared to $ 19.3 million as of April 30, 2023.

The amount of accrued interest and penalties associated with unrecognized tax benefits was $ 2.5 million at April 28, 2024, and $ 3.0 million at April 30, 2023.

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

12 unchanged sentences

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

Quarter Ended

January 28, 2024 January 29, 2023

Quarter Ended Six Months Ended

April 28, 2024 April 30, 2023 April 28, 2024 April 30, 2023

Basic Weighted-average Shares Outstanding

13 unchanged sentences

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

Financial measures for each of the Company’s reportable segments are set forth below.

Intersegment sales are eliminated in consolidation and are not reviewed when evaluating segment 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 does not allocate deferred compensation, non-recurring expenses associated with the transform and modernize 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.

2 unchanged sentences

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 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

January 28, 2024 January 29, 2023

Quarter Ended Six Months Ended

April 28, 2024 April 30, 2023 April 28, 2024 April 30, 2023

Retail $ 1,788,556 $ 1,916,243 $ 3,699,827 $ 3,874,040

12 unchanged sentences

Total revenue contributed by classes of similar products are:

Quarter Ended

January 28, 2024 January 29, 2023

Quarter Ended Six Months Ended

April 28, 2024 April 30, 2023 April 28, 2024 April 30, 2023

Perishable $ 2,029,418 $ 2,073,238 $ 4,135,989 $ 4,153,699

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