What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2024-05-30 compared with 2024-02-29 · 189 added, 131 removed, 182 unchanged (64% of the section changed)

2 unchanged sentences

The Company is a global manufacturer and marketer of branded food products.

The Company’s three reportable segments are described in Note M - Segment Reporting in the Notes to the Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

The Company reported diluted net earnings per share of $0.40 for the first quarter of fiscal 2024, flat compared to last year.

The Company’s three reportable segments, Retail, Foodservice, and International, are described in Note M - Segment Reporting in the Notes to the Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

The Company reported diluted net earnings per share of $0.34 for the second quarter of fiscal 2024, down 15 percent compared to last year.

Adjusted diluted net earnings per share (1) was $0.38.

Significant factors impacting the quarter were:

• Net sales for the first quarter increased 1 percent.

The benefit from higher volumes in each segment and strong results in Foodservice more than offset lower sales in the Retail and International segments.

• Segment profit for the first quarter increased 3 percent, driven primarily by improved results in the Foodservice segment.

• Earnings before income taxes for the first quarter increased 2 percent, as the benefit from higher net sales, lower logistics expenses, and higher interest and investment income more than offset higher selling, general, and administrative expenses.

Adjusted earnings before income taxes (1) , excluding the impact of expenses related to the Company's transformation and modernization initiative, increased 5 percent compared to last year.

• Foodservice segment profit increased primarily due to higher sales and favorable logistics expenses.

• International segment profit increased due to the inclusion of our investment in Indonesia and significantly higher results from our partnership in the Philippines, which more than offset the impact from lower branded export demand and lower sales in China.

• Retail segment profit declined, as the benefit from higher sales in the snacking and entertaining vertical and lower logistics expenses was more than offset by the impact from lower commodity turkey pricing and lower equity in earnings from MegaMex Foods, LLC (MegaMex Foods).

• Year-to-date cash flow from operations was $404 million, up 98 percent compared to the prior year.

• Net sales for the second quarter decreased 3 percent.

The benefit from higher volume and net sales in the Foodservice segment was more than offset by lower volume and net sales in the Retail and International segments.

• Segment profit for the second quarter decreased 2 percent, as improved results in the International and Foodservice segments were more than offset by a decline in the Retail segment.

• Earnings before income taxes for the second quarter decreased 12 percent, as the benefit from lower logistics expenses and higher interest and investment income was more than offset by the impact from lower net sales and higher selling, general, and administrative (SG&A) expenses.

Adjusted earnings before income taxes (1) , excluding the impact of expenses related to the Company’s transform and modernize initiative and pork antitrust litigation settlements, decreased 4 percent.

• International segment profit increased significantly, resulting from favorable costs in China, growth from our partnerships in the Philippines, South Korea, and Indonesia, as well as growth in Brazil.

• Foodservice segment profit increased primarily due to higher sales and lower logistics expenses.

• Retail segment profit declined due to lower sales and higher SG&A expenses, which included increased advertising investments.

These factors more than offset the benefit from lower logistics expenses and supply chain improvement.

• Year-to-date cash flow from operations was $640 million, an increase of 55 percent compared to the prior year.

• The pre-tax impact of expenses related to the Company’s transform and modernize initiative and pork antitrust litigation settlements in the second quarter was $23.6 million.

Consolidated Results

Volume, Net Sales, Earnings, and Diluted Earnings Per Share

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 %

Change April 28, 2024 April 30, 2023 %

Volume (lbs.) 1,059,843 1,099,563 (3.6) 2,161,397 2,161,774 —

2 unchanged sentences

Net Earnings Attributable to Hormel Foods Corporation

189,278 217,239 (12.9) 408,140 434,958 (6.2)

Diluted Earnings Per Share 0.34 0.40 (15.0) 0.74 0.79 (6.3)

1 unchanged sentence

0.38 0.40 (5.0) 0.79 0.79 —

(1) See the “Non-GAAP Financial Measures” section below for a description of the Company's use of measures not defined by United States Generally Accepted Accounting Principles (GAAP).

Net sales for the first quarter increased, led by the benefit from higher volumes in each segment and strong growth in Foodservice, more than offsetting lower sales in the Retail and International segments.

In Retail, net sales increased in the global flavors and snacking and entertaining verticals, and declined in the value-added meats, convenient meals and proteins, and bacon verticals.

Demand was strong for many products, including Skippy ® peanut

butter, Planters ® snack nuts, Wholly ® dips, Herdez ® salsas and sauces, La Victoria ® salsas, Jennie-O ® ground turkey, Hormel ® Square Table™ entrees and Hormel ® pepperoni, which each delivered volume and net sales improvement during the quarter.

Foodservice net sales growth was broad-based, led by the Heritage Premium meats business and growth from Hormel ® Bacon 1™ precooked bacon, premium prepared proteins, Jennie-O ® branded turkey items, and pepperoni.

International net sales declined due to lower branded export sales and lower sales in China.

(1) See the “Non-GAAP Measures” section below for a description of the Company’s use of measures not defined by United States Generally Accepted Accounting Principles (GAAP).

Net sales for the second quarter of fiscal 2024 decreased as the benefit from higher volume and net sales in the Foodservice segment was more than offset by lower volume and net sales in the Retail and International segments.

For the first six months of fiscal 2024, the benefit from improved volume in the Foodservice segment was more than offset by lower net sales in the Retail and International segments.

The declines in net sales are related to a significant year-over-year decline in whole bird turkey markets, primarily impacting the Retail segment, and lower export sales and lower net sales in China, impacting the International segment.

Cost of Products Sold

Quarter Ended

January 28, 2024 January 29, 2023 %

Quarter Ended Six Months Ended

April 28, 2024 April 30, 2023 %

Change April 28, 2024 April 30, 2023 %

Cost of Products Sold $ 2,383,546 $ 2,486,220 (4.1) $ 4,871,723 $ 4,961,263 (1.8)

Total cost of products sold for the first quarter of fiscal 2024 increased due primarily to higher sales.

On a per pound basis, cost of products sold decreased 3 percent, consistent with the Company's assumption for cost moderation in fiscal 2024.

Cost of products sold for the second quarter and the first six months of fiscal 2024 decreased due primarily to lower sales.

On a per pound basis for the first six months of fiscal 2024, cost of products sold decreased 2 percent.

Costs are expected to continue to moderate relative to the high levels of inflation the business has absorbed since the beginning of fiscal 2021.

Raw material input costs for pork, beef, and feed are anticipated to remain volatile and above historical levels.

The Company expects its transformation and modernization initiative to deliver cost savings throughout fiscal 2024, targeting packaging, logistics, and production costs.

Quarter Ended

January 28, 2024 January 29, 2023 %

The Company expects its transform and modernize initiative to deliver cost savings throughout fiscal 2024, targeting packaging, logistics, and production costs.

Quarter Ended Six Months Ended

April 28, 2024 April 30, 2023 %

Change April 28, 2024 April 30, 2023 %

Gross Profit $ 503,806 $ 491,419 2.5 $ 1,012,539 $ 987,369 2.5

Percent of Net Sales 17.4 % 16.5 % 17.2 % 16.6 %

Gross profit as a percent of net sales for the first quarter of fiscal 2024 increased due to improvement in the Foodservice and Retail segments, more than offsetting a decline in International.

Both the Foodservice and Retail segments benefited from lower logistics expenses on a volume basis.

Lower logistics expenses are due to lower industrywide freight rates and savings realized as part of our transformation and modernization initiative.

Looking ahead to the second quarter of fiscal 2024, the Company expects gross profit as a percent of net sales to be comparable to last year.

The Company expects gross profit as a percent of net sales to increase for the International segment but decline for the Retail and Foodservice segments.

Gross profit as a percent of net sales for the second quarter of fiscal 2024 increased due primarily to improvement in the Retail and International segments.

For the first six months of fiscal 2024, gross profit as a percent of net sales increased for all segments.

All segments benefited from lower logistics expenses on a volume basis.

Logistics expenses declined due to lower industry-wide freight rates and savings realized as part of the Company’s transform and modernize initiative.

Looking ahead to the third quarter of fiscal 2024, the Company expects gross profit as a percent of net sales to be comparable to last year.

The Company expects gross profit as a percent of net sales to increase for the International segment and be comparable for the Retail and Foodservice segments.

Selling, General, and Administrative (SG&A)

Quarter Ended

January 28, 2024 January 29, 2023 %

Quarter Ended Six Months Ended

April 28, 2024 April 30, 2023 %

Change April 28, 2024 April 30, 2023 %

SG&A $ 266,668 $ 212,492 25.5 $ 507,054 $ 434,548 16.7

3 unchanged sentences

Adjusted Percent of Net Sales (1)

(1) See the “Non-GAAP Financial Measures” section below for a description of the Company's use of measures not defined by GAAP.

For the first quarter of fiscal 2024, SG&A and SG&A as a percent of net sales increased.

This was due to higher employee and external expenses, driven in part by the Company's transformation and modernization initiative.

Adjusted SG&A as a percent of net sales (1) increased marginally compared to last year.

Advertising investments in the first quarter were $44 million, a decrease of 5 percent compared to last year.

8.5 % 7.1 % 8.1 % 7.3 %

(1) See the “Non-GAAP Measures” section below for a description of the Company’s use of measures not defined by GAAP.

For the second quarter and the first six months of fiscal 2024, SG&A and SG&A as a percent of net sales increased.

This was due to higher employee-related and external expenses, driven in part by the Company’s transform and modernize initiative as well as the impact from pork antitrust litigation settlements.

Adjusted SG&A as a percent of net sales (1) increased compared to last year.

Advertising investments in the second quarter were $44 million, an increase of 27 percent compared to last year.

For the first six months of fiscal 2024, advertising investments were $88 million, an increase of 9 percent compared to last year.

The Company expects full-year advertising expense to increase compared to the prior year.

Equity in Earnings of Affiliates

Quarter Ended

January 28, 2024 January 29, 2023 %

Quarter Ended Six Months Ended

In thousands April 28, 2024 April 30, 2023 %

Change April 28, 2024 April 30, 2023 %

Equity in Earnings of Affiliates $ 15,182 $ 16,870 (10.0) $ 31,273 $ 32,429 (3.6)

Equity in earnings of affiliates for the first quarter of fiscal 2024 increased due to the inclusion of our investment in Indonesia and significantly higher results from our partnership in the Philippines, offsetting lower results for MegaMex Foods.

Equity in earnings of affiliates for the second quarter and the first six months of fiscal 2024 decreased due to lower results for MegaMex Foods, LLC, partially offset by improvement from our international partnerships.

Interest and Investment Income and Interest Expense

Quarter Ended

In thousands January 28, 2024 January 29, 2023 %

Quarter Ended Six Months Ended

In thousands April 28, 2024 April 30, 2023 %

April 28, 2024

April 30, 2023 % Change

Interest and Investment Income $ 13,497 $ 1,365 889.0 $ 32,932 $ 11,461 187.3

Interest Expense 21,679 18,323 18.3 40,005 36,670 9.1

Interest and investment income for the first quarter of fiscal 2024 increased primarily due to improved performance from the rabbi trust and higher interest income.

Interest and investment income for the second quarter and the first six months of fiscal 2024 increased as interest income due to a higher cash balance and more favorable market interest rates as well as improved performance from the rabbi trust more than offset higher interest expense associated with the recent debt issuance.

Effective Tax Rate

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

Effective Tax Rate 22.5 % 22.1 % 23.0 % 22.4 %

The higher effective tax rate in the first quarter of fiscal 2024 is primarily due to the impact of certain discrete items and higher federal deductions last year.

The higher effective tax rate in the second quarter and first six months of fiscal 2024 is primarily due to the impact of higher federal deductions last year.

The effective tax rate for fiscal 2024 is expected to be between 22.0% and 23.0%.

2 unchanged sentences

Net sales and segment profit for each of the Company’s reportable segments are set forth below.

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.

4 unchanged sentences

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 % Change

Quarter Ended Six Months Ended

April 28, 2024 April 30, 2023 % Change April 28, 2024 April 30, 2023 % Change

Retail $ 1,788,556 $ 1,916,243 (6.7) $ 3,699,827 $ 3,874,040 (4.5)

1 unchanged sentence

International 166,794 179,955 (7.3) 339,346 358,400 (5.3)

Total $ 2,996,911 $ 2,970,992 0.9

Total Net Sales

$ 2,887,352 $ 2,977,639 (3.0) $ 5,884,263 $ 5,948,632 (1.1)

Segment Profit

10 unchanged sentences

$ 244,139 $ 278,839 (12.4) $ 529,685 $ 560,041 (5.4)

Quarter Ended

January 28, 2024 January 29, 2023 %

Quarter Ended Six Months Ended

April 28, 2024 April 30, 2023 %

Change April 28, 2024 April 30, 2023 %

Volume (lbs.) 724,994 766,330 (5.4) 1,490,406 1,519,217 (1.9)

1 unchanged sentence

Segment Profit 132,399 153,226 (13.6) 281,904 307,903 (8.4)

For the first quarter of fiscal 2024, volume growth was driven by the value-added meats, global flavors, emerging brands and bacon verticals.

Net sales declined primarily due to lower contract manufacturing volume and lower commodity turkey pricing.

Demand was strong for many products, including Skippy ® peanut butter, Planters ® snack nuts, Wholly ® dips, Herdez ® salsas and sauces, La Victoria ® salsas, Jennie-O ® ground turkey, Hormel ® Square Table™ entrees and Hormel ® pepperoni, which each delivered volume and net sales improvement during the quarter.

Segment profit declined, as the benefit from higher sales in the snacking and entertaining vertical and lower logistics expenses was more than offset by the impact from lower commodity turkey pricing and lower equity in earnings from MegaMex Foods.

Looking to the second quarter of fiscal 2024, the Retail segment expects lower segment profit compared to last year.

Segment profit is expected to be pressured by lower pricing in whole bird turkey markets and higher SG&A.

Risks to this outlook include a further slowing in consumer demand, a higher-than-expected impact from elasticities as a result of pricing actions, and greater-than-expected pricing headwinds in the whole bird turkey business.

Quarter Ended

January 28, 2024 January 29, 2023 %

For the second quarter of fiscal 2024, volume growth from the bacon and emerging brands verticals was more than offset by declines in value-added meats.

Net sales increased for many items, including Hormel ® Black Label ® bacon, the SPAM ® family of products, Applegate ® natural and organic meats, Hormel ® Square Table™ entrees, and Planters ® snack nuts.

These gains were negated by a significant year-over-year volume and pricing decline for whole bird turkeys and lower net sales in the convenient meals and proteins vertical.

For the first six months of fiscal 2024, net sales declined primarily as a result of significant year-over-year volume and pricing declines for whole bird turkeys.

For the second quarter and first six months of fiscal 2024, segment profit declined due to lower sales and higher SG&A, which included increased advertising investments.

These factors more than offset the benefit from lower logistics expenses and supply chain improvement.

For the third quarter of fiscal 2024, Retail segment profit is expected to decline compared to prior year due to lower volume, lower commodity whole bird turkey prices, and pressure from the estimated impact of an unplanned production interruption at the Suffolk, Virginia, facility.

Quarter Ended Six Months Ended

April 28, 2024 April 30, 2023 %

Change April 28, 2024 April 30, 2023 %

Volume (lbs.) 261,832 254,575 2.9 517,839 491,662 5.3

1 unchanged sentence

Segment Profit 149,302 145,399 2.7 299,466 281,841 6.3

Volume and net sales growth for the first quarter of fiscal 2024 was broad-based and across numerous categories, led by Jennie-O ® turkey and double-digit gains for products such as Hormel ® Bacon 1™ cooked bacon, pepperoni, Austin Blues ® smoked meats and Café H ® globally inspired proteins.

Additionally, the Company's Heritage Premium Meats group drove strong volume and double-digit net sales improvement for the quarter.

Segment profit increased primarily due to higher sales and favorable logistics expenses.

For the second quarter, the Foodservice segment expects higher segment profit compared to the prior year.

Continued volume growth is expected to be offset by lower margins and higher SG&A compared to last year.

Volume and net sales growth in the second quarter of fiscal 2024 were driven primarily by strength across the bacon, premium prepared proteins and turkey categories.

Products such as Hormel ® Bacon 1™ cooked bacon , Hormel ® Fire Braised™ meats, Austin Blues ® smoked meats, Café H ® globally inspired proteins and Corn Nuts ® corn kernels each delivered double-digit net sales growth.

For the first six months of fiscal 2024, volume and net sales growth was broad-based and across numerous categories

Segment profit increased for the second quarter and first six months of fiscal 2024 primarily due to higher sales and lower logistics expenses.

For the third quarter, Foodservice expects segment profit to be in line with prior year, with the impact from volume growth expected to be offset by higher SG&A compared to last year.

Risks to this outlook include a softening of foodservice industry demand and higher-than-expected operating costs.

International

Quarter Ended

January 28, 2024 January 29, 2023 %

Quarter Ended Six Months Ended

April 28, 2024 April 30, 2023 %

Change April 28, 2024 April 30, 2023 %

Volume (lbs.) 73,017 78,659 (7.2) 153,153 150,896 1.5

1 unchanged sentence

Segment Profit 23,202 13,595 70.7 43,234 33,500 29.1

During the first quarter of fiscal 2024, higher commodity exports led to volume gains compared to last year.

Net sales declined due to lower branded export sales and lower sales in China.

Also in China, foodservice results improved as we lapped COVID-related disruption last year.

This benefit was more than offset by continued weakness in the retail channel.

Segment profit increased for the quarter due to the inclusion of our investment in Indonesia and significantly higher results from our partnership in the Philippines, which offset the impact from lower branded export demand and lower sales in China.

In the second quarter of fiscal 2024, the International segment anticipates segment profit to increase significantly compared to last year.

This recovery is expected to be driven by improvement across the business, including from its branded exports, partnership in the Philippines, and multinational business in Brazil.

The Company also expects a benefit from the inclusion of its investment in Indonesia.

During the second quarter of fiscal 2024, double-digit volume and net sales increases for SPAM ® luncheon meat and refrigerated exports were more than offset by lower commodity export volume and lower net sales in China.

For the first six months of fiscal 2024, net sales declined, resulting from lower export sales and lower net sales in China.

Segment profit in the second quarter increased significantly, resulting from favorable costs in China, growth from our partnerships in the Philippines, South Korea, and Indonesia, as well as growth in Brazil.

For the first six months of fiscal 2024, segment profit increased due to improvement from our international partnerships, favorable costs in China, and growth in Brazil.

In the third quarter of fiscal 2024, International anticipates segment profit to increase significantly compared to last year.

This recovery is expected to be driven by improvement across the business, including increased branded exports, growth in China and Brazil, and contributions from our investments in the Philippines, South Korea, and Indonesia.

Risks to this outlook include continued softness in China and commodity headwinds impacting the export business.

Unallocated Income and Expense

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 Unallocated Expense $ 60,694 $ 33,356 $ 94,714 $ 63,111

Noncontrolling Interest (70) (24) (204) (92)

For the first quarter of fiscal 2024, net unallocated expense increased driven by transformation and modernization initiative costs and higher employee-related expenses, partially offset by favorable rabbi trust performance and higher interest income.

For the second quarter and first six months of fiscal 2024, net unallocated expense increased driven by transform and modernize initiative costs, the impact from pork antitrust litigation settlements, and higher employee-related expenses, partially offset by higher interest income and favorable rabbi trust performance.

Related Party Transactions

There has been no material change in the information regarding Related Party Transactions as disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended October 29, 2023.

(1) Non-GAAP Financial Measures

(1) Non-GAAP Measures

This filing includes measures of financial performance that are not defined by GAAP.

1 unchanged sentence

These measures may also be used when making decisions regarding resource allocation and in determining incentive compensation.

The Company believes these non-GAAP financial measures provide useful information to investors because they facilitate year-over-year comparison and comparison with peer companies as well as provide additional information about trends in the Company’s operations.

The Company believes these non-GAAP measures provide useful information to investors because they aid analysis and understanding of the Company’s results

and business trends relative to past performance and the Company’s competitors.

Non-GAAP measures are not intended to be a substitute for GAAP measures in analyzing financial performance.

These non-GAAP

measures are not in accordance with generally accepted accounting principles and may be different from non-GAAP measures used by other companies.

In the fourth quarter of fiscal 2023, the Company announced a multi-year transformation and modernization initiative.

The strategic investments in this initiative are expected to cease at the end of the investment period, are not expected to recur in the foreseeable future and are not considered representative of the Company's underlying operating performance.

The Company does not believe such costs to be reflective of the ongoing operating cost structure;

therefore, the Company is excluding certain discrete costs related to the transformation and modernization initiative from the non-GAAP financial measures.

Expenses for this initiative are comprised primarily of non-recurring charges for consulting fees, which are reflected in SG&A, and charges related to portfolio optimization, which are reflected in Cost of Products Sold.

This presentation is consistent with the information the Company’s management is using to evaluate performance and allocate resources and facilitates comparison of operating performance across multiple periods.

Adjusted cost of products sold, adjusted SG&A, adjusted operating income, adjusted earnings before income taxes, adjusted net earnings attributable to Hormel Foods Corporation, adjusted diluted net earnings per share, adjusted SG&A as a percent of net sales, and adjusted operating margin exclude certain costs associated with the transformation and modernization initiative.

The tax impact was calculated using the effective tax rate for the quarter in which the expense was incurred.

The table below shows the calculations to reconcile from the GAAP measures to the non-GAAP financial measures.

Quarter Ended

In thousands, except per share amounts

January 28, 2024 January 29, 2023

These non-GAAP measures are not in accordance with GAAP and may be different from non-GAAP measures used by other companies.

Transform and Modernize Initiative

In the fourth quarter of fiscal 2023, the Company announced a multi-year transform and modernize initiative.

In presenting non-GAAP measures, the Company adjusts for (i.e., excludes) expenses for this initiative that are non-recurring, comprised primarily of project-based external consulting fees and asset write-offs related to portfolio optimization (i.e., reducing the complexity and optimizing the assortment of the product portfolio).

The Company believes the non-recurring costs are not reflective of the Company’s ongoing operating cost structure;

therefore, the Company is excluding these discrete costs.

The Company does not adjust for (i.e., does not exclude) certain costs related to the transform and modernize initiative that are expected to continue after the project ends, such as software license fees and internal employee expenses, because those costs are considered ongoing in nature as a component of normal operating costs.

Pork Antitrust Litigation Settlements

In the second quarter of fiscal 2024, the Company agreed to settle with three classes of plaintiffs in the pork antitrust litigation.

See Note I - Commitments and Contingencies of the Notes to the Consolidated Financial Statements for additional information.

These settlement amounts are not indicative of the Company’s core operating performance, do not reflect expected future operating costs, and may not be meaningful when comparing the Company’s operating performance against that of prior periods.

The table below shows the calculations to reconcile from the GAAP measures to the non-GAAP measures.

The tax impacts were calculated using the effective tax rate for the quarter in which the expenses were incurred.

Quarter Ended Six Months Ended

In thousands, except per share amounts April 28, 2024 April 30, 2023 April 28, 2024 April 30, 2023

Cost of Products Sold (GAAP) $ 2,383,546 $ 2,486,220 $ 4,871,723 $ 4,961,263

Transformation and Modernization Initiative (1,598) —

Transform and Modernize Initiative (1)

(1,823) — (3,420) —

Adjusted Cost of Products Sold (Non-GAAP) $ 2,381,723 $ 2,486,220 $ 4,868,303 $ 4,961,263

SG&A (GAAP) $ 266,668 $ 212,492 $ 507,054 $ 434,548

Transform and Modernize Initiative (2)

(10,021) — (18,736) —

Transformation and Modernization Initiative (8,715) —

Adjusted SG&A (Non-GAAP)

Pork Antitrust Litigation Settlements (3)

(11,750) — (11,750) —

Adjusted SG&A (Non-GAAP) $ 244,898 $ 212,492 $ 476,568 $ 434,548

Operating Income (GAAP) $ 252,320 $ 295,798 $ 536,758 $ 585,250

Transformation and Modernization Initiative 10,313 —

Transform and Modernize Initiative (1)(2)

11,843 — 22,156 —

Pork Antitrust Litigation Settlements (3)

11,750 — 11,750 —

Adjusted Operating Income (Non-GAAP) $ 275,914 $ 295,798 $ 570,665 $ 585,250

Earnings Before Income Taxes (GAAP) $ 244,139 $ 278,839 $ 529,685 $ 560,041

Transformation and Modernization Initiative 10,313 —

Transform and Modernize Initiative (1)(2)

11,843 — 22,156 —

Pork Antitrust Litigation Settlements (3)

11,750 — 11,750 —

Adjusted Earnings Before Income Taxes (Non-GAAP) $ 267,732 $ 278,839 $ 563,591 $ 560,041

Provision for Income Taxes (GAAP) $ 54,931 $ 61,624 $ 121,749 $ 125,175

Transform and Modernize Initiative (1)(2)

2,665 — 4,985 —

Pork Antitrust Litigation Settlements (3)

2,644 — 2,644 —

Adjusted Provision for Income Taxes (Non-GAAP) $ 60,240 $ 61,624 $ 129,378 $ 125,175

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

Transform and Modernize Initiative (1)(2)

9,179 — 17,171 —

Transformation and Modernization Initiative 7,900 —

Adjusted Net Earnings Attributable to Hormel Foods Corporation (Non-GAAP)

Pork Antitrust Litigation Settlements (3)

9,106 — 9,106 —

Adjusted Net Earnings Attributable to Hormel Foods Corporation (Non-GAAP) $ 207,562 $ 217,239 $ 434,418 $ 434,958

Quarter Ended Six Months Ended

In thousands, except per share amounts April 28, 2024 April 30, 2023 April 28, 2024 April 30, 2023

Diluted Net Earnings Per Share (GAAP) $ 0.34 $ 0.40 $ 0.74 $ 0.79

Transform and Modernize Initiative (1)(2)

0.02 — 0.03 —

Transformation and Modernization Initiative 0.01 —

Adjusted Diluted Net Earnings Per Share (Non-GAAP)

Pork Antitrust Litigation Settlements (3)

0.02 — 0.02 —

Adjusted Diluted Net Earnings Per Share (Non-GAAP) $ 0.38 $ 0.40 $ 0.79 $ 0.79

SG&A as a Percent of Net Sales (GAAP) 9.2 % 7.1 % 8.6 % 7.3 %

Transformation and Modernization Initiative (0.3) —

Transform and Modernize Initiative (2)

(0.3) — (0.3) —

Pork Antitrust Litigation Settlements (3)

(0.4) — (0.2) —

Adjusted SG&A as a Percent of Net Sales (Non-GAAP) 8.5 % 7.1 % 8.1 % 7.3 %

Operating Margin (GAAP) 8.7 % 9.9 % 9.1 % 9.8 %

Transformation and Modernization Initiative 0.3 —

Transform and Modernize Initiative (1)(2)

Pork Antitrust Litigation Settlements (3)

Adjusted Operating Margin (Non-GAAP) 9.6 % 9.9 % 9.7 % 9.8 %

(1) Comprised primarily of asset write-offs related to portfolio optimization.

(2) Comprised primarily of project-based external consulting fees.

(3) Settlements for pork antitrust litigation.

Refer to Note I - Commitments and Contingencies of the Notes to the Consolidated Financial Statements for additional information .

LIQUIDITY AND CAPITAL RESOURCES

1 unchanged sentence

Cash Flow Highlights

Quarter Ended

January 28, 2024 January 29, 2023

Cash and Cash Equivalents $ 963,212 $ 599,789

Six Months Ended

April 28, 2024 April 30, 2023

Cash and Cash Equivalents at End of Period

$ 1,486,368 $ 580,496

Cash Provided by (Used in) Operating Activities 640,127 411,754

2 unchanged sentences

Increase (Decrease) in Cash and Cash Equivalents 749,836 (401,611)

Cash and cash equivalents increased $227 million for the first quarter of fiscal 2024, as cash from operating activities was sufficient to cover dividend payments and capital expenditures.

Cash and cash equivalents increased $750 million during the first six months of fiscal 2024, primarily as a result of proceeds received from the issuance of long-term debt.

Additionally, cash provided by operating activities was sufficient to cover dividend payments and capital expenditures.

The purchase of a minority interest in PT Garudafood Putra Putri Jaya Tbk (Garudafood) was the primary driver of the decline in cash and cash equivalents in the prior year.

2 unchanged sentences

• Cash flows from operating activities were largely impacted by changes in operating assets and liabilities.

– Inventory decreased $104 million for the first quarter of fiscal 2024 compared to an increase of $12 million in the prior year.

The decrease in inventory during fiscal 2024 was due to improvement in the Company's supply chain and the negative impact of Highly Pathogenic Avian Influenza on turkey operations.

– Accounts receivable decreased $88 million and $106 million during the six months ended April 28, 2024 and April 30, 2023, respectively, primarily due to lower sales.

– Prepaid expenses and other assets decreased $10 million during the six months ended April 28, 2024, compared to an increase of $59 million during the six months ended April 30, 2023.

This activity was primarily due to cash collateral requirements associated with the Company’s hedging activities.

– Inventory decreased $7 million during the first six months of fiscal 2024 compared to an increase of $27 million in the comparable period of the prior year.

The decrease in inventory during fiscal 2024 was due to improvements in the Company’s supply chain, partially offset by higher levels of turkey on hand.

The increase in inventory during fiscal 2023 was due to production outpacing sales.

– Accounts receivable decreased $68 million and $80 million during the first quarter of fiscal 2024 and fiscal 2023, respectively primarily due to lower sales.

– Accounts payable and accrued expenses decreased $132 million and $171 million in the first quarter of fiscal 2024 and fiscal 2023, respectively, due to annual incentive payments, feed and livestock deferral payments, and general timing of payments.

– Accounts payable and accrued expenses decreased $78 million during the first six months of fiscal 2024 due to general timing of payments, feed and livestock deferral payments, and annual incentive payments.

These decreases were partially offset by higher accruals for marketing, incentives, and legal expenses.

Accounts payable

and accrued expenses decreased $205 million during the first six months of fiscal 2023 due to general timing of payments and annual incentive payments.

Cash Provided by (Used in) Investing Activities

• Capital expenditures were $47 million and $37 million in the first quarter of fiscal 2024, and fiscal 2023, respectively.

The largest spend in the first quarter of fiscal 2024 was for the transition from harvest to value-added capacity at our facility in Barron, Wisconsin and wastewater infrastructure to support our operations in Austin, Minnesota.

The largest spend in the first quarter of fiscal 2023 was related to capacity expansion for pepperoni and the SPAM ® family of products.

• During the first quarter of fiscal 2023, the Company purchased a minority interest in Garudafood for $411 million.

• Capital expenditures were $107 million and $91 million during the first six months of fiscal 2024 and fiscal 2023, respectively.

The largest spend during fiscal 2024 was for the transition from harvest to value-added capacity at the facility in Barron, Wisconsin and wastewater infrastructure to support operations in Austin, Minnesota.

The largest spend during fiscal 2023 was related to capacity expansion for pepperoni and the SPAM ® family of products.

• During the first six months of fiscal 2023, the Company purchased a minority interest in Garudafood for $426 million.

Cash Provided by (Used in) Financing Activities

• Cash dividends paid to the Company’s shareholders are an ongoing financing activity for the Company with payments totaling $150 million during the first quarter of fiscal 2024, compared to $142 million in the first quarter of fiscal 2023.

• Proceeds from the exercise of stock options were $19 million in the first quarter of fiscal 2024, compared to $3 million in the first quarter of fiscal 2023.

• Proceeds from the issuance of long-term debt were $498 million during the first six months fiscal 2024.

The Company issued senior unsecured notes with aggregate principal amount of $500 million.

The proceeds were placed in a short-term bank deposit, which is classified as Cash and Cash Equivalents on the Consolidated Condensed Statements of Financial Position.

• Cash dividends paid to the Company’s shareholders were $305 million during the first six months of fiscal 2024, compared to $293 million in the comparable period of fiscal 2023.

• Proceeds from the exercise of stock options were $27 million in the first six months of fiscal 2024, compared to $3 million in the first six months of fiscal 2023.

The increase in proceeds was due to more options exercised during fiscal 2024 compared to fiscal 2023.

• There were no share repurchases during the first six months of fiscal 2024.

Share repurchases of $12 million were made during the first six months of fiscal 2023.

Sources and Uses of Cash

14 unchanged sentences

Capital expenditures for fiscal 2024 are estimated to be $280 million.

As of January 28, 2024, the Company’s outstanding debt included $3.3 billion of fixed rate unsecured senior notes due in fiscal 2024, 2028, 2030, and 2051 with interest payable semi-annually.

During the first quarter of fiscal 2024, the Company made $28 million of interest payments and expects to make an additional $28 million of interest payments during fiscal 2024 on these notes.

On January 30, 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 $950 million notes due June 2024 upon maturity.

As of April 28, 2024, the Company’s outstanding debt included $3.8 billion of fixed rate unsecured senior notes due in fiscal 2024, 2027, 2028, 2030, and 2051 with interest payable semi-annually.

During the first six months of fiscal 2024, the Company made $28 million of interest payments and expects to make an additional $41 million of interest payments during fiscal 2024 on these notes.

On March 8, 2024, the Company issued senior unsecured notes with an aggregate principal amount of $500 million, which is intended, along with cash on hand, to pay the $950 million notes due June 2024 upon maturity.

See Note J - Long-Term Debt and Other Borrowing Arrangements of the Notes to the Consolidated Financial Statements for additional information.

4 unchanged sentences

The lending commitments under the facility 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, the Company had no outstanding draws from this facility.

As of April 28, 2024, the Company had no outstanding draws from this facility.

Debt Covenants

1 unchanged sentence

These debt covenants limit the ability of the Company to, among other things, incur debt for borrowed money secured by certain liens, engage in certain sale and leaseback transactions, and require maintenance of certain consolidated leverage ratios.

As of January 28, 2024, the Company was in compliance with all covenants and expects to maintain compliance in the future.

As of April 28, 2024, the Company was in compliance with all covenants and expects to maintain compliance in the future.

Cash Held by International Subsidiaries

As of January 28, 2024, the Company had $190 million of cash and cash equivalents held by international subsidiaries.

As of April 28, 2024, the Company had $195 million of cash and cash equivalents held by international subsidiaries.

The Company maintains all undistributed earnings as permanently reinvested.

2 unchanged sentences

The Company is authorized to repurchase 3,677,494 shares of common stock as part of an existing plan approved by the Company’s Board of Directors.

During the first quarter of fiscal 2024, the Company did not repurchase any shares of stock.

The Company did not repurchase any shares of stock during the first six months of fiscal 2024.

The Company continues to evaluate share repurchases as part of its capital allocation strategy.

There have been no material changes to the information regarding the Company’s future contractual financial obligations previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended October 29, 2023.

On March 8, 2024, the Company issued senior unsecured notes with an aggregate principal amount of $500 million with a three-year tenor due March 2027.

The notes bear interest at a fixed rate of 4.800% per annum and pay semi-annually.

See Note J - Long-Term Debt and Other Borrowing Arrangements of the Notes to the Consolidated Financial Statements for additional information.

In the third quarter of fiscal 2024, the Company expects to utilize cash on hand to pay approximately $12 million to settle with certain plaintiffs from the pork antitrust litigation.

Refer to Note I - Commitments and Contingencies of the Notes to the Consolidated Financial Statements for additional information.

Outside of the items mentioned above, there have been no material changes to the information regarding the Company’s future contractual financial obligations previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended October 29, 2023.

References to the Company’s brands or products in italics within this report represent valuable trademarks owned or licensed by Hormel Foods, LLC or other subsidiaries of Hormel Foods Corporation.

10 unchanged sentences

The Company is filing this cautionary statement in connection with the Reform Act.

When used in this Quarterly Report on Form 10-Q, the Company’s Annual Report to Stockholders, other filings by the Company with the Securities and Exchange Commission, the Company’s press releases, and oral statements made by the Company’s representatives, the words or phrases “should result,” “believe,” “intend,” “plan,” “are expected to,” “targeted,” “will continue,” “will approximate,” “is anticipated,” “estimate,” “project,” or similar expressions are intended to identify forward-looking statements within the meaning of the Reform Act.

Company’s representatives, the words or phrases “should result,” “believe,” “intend,” “plan,” “are expected to,” “targeted,” “will continue,” “will approximate,” “is anticipated,” “estimate,” “project,” or similar expressions are intended to identify forward-looking statements within the meaning of the Reform Act.

Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those anticipated or projected.

23 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis