What changed in this filing

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Item 1. Financial Statements

2024-09-04 compared with 2024-05-30 · 137 added, 135 removed, 675 unchanged (29% of the section changed)

2 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS

Quarter Ended Six Months Ended

Quarter Ended Nine Months Ended

In thousands, except per share amounts

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

July 28, 2024 July 30, 2023 July 28, 2024 July 30, 2023

Net Sales $ 2,898,443 $ 2,963,299 $ 8,782,706 $ 8,911,930

24 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Quarter Ended Six Months Ended

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

Quarter Ended Nine Months Ended

July 28, 2024 July 30, 2023 July 28, 2024 July 30, 2023

Net Earnings $ 176,735 $ 162,571 $ 584,671 $ 597,437

14 unchanged sentences

HORMEL FOODS CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL POSITION

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

In thousands, except share and per share amounts

April 28, 2024 October 29, 2023

July 28, 2024 October 29, 2023

Cash and Cash Equivalents $ 537,476 $ 736,532

1 unchanged sentence

Accounts Receivable (Net of Allowance for Doubtful Accounts of

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

$ 3,678 at July 28, 2024, and $ 3,557 at October 29, 2023)

727,054 817,391

41 unchanged sentences

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

Shares Issued as of April 28, 2024:

Shares Issued as of July 28, 2024:

Shares Issued as of October 29, 2023:

11 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ INVESTMENT

Quarter Ended April 30, 2023

Quarter Ended July 30, 2023

Hormel Foods Corporation Shareholders

4 unchanged sentences

Shares Amount Shares Amount

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

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

Net Earnings (Loss)

2 unchanged sentences

3,277 ( 402 ) 2,875

Purchases of Common Stock

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

Stock-based Compensation Expense

44 — 10,711 10,711

Exercise of Stock Options/Restricted Shares

212 3 5,931 5,933

Shares Retired

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

Declared Dividends – $ 0.2750 per Share

239 ( 150,404 ) ( 150,165 )

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

Quarter Ended April 28, 2024

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

Quarter Ended July 28, 2024

Hormel Foods Corporation Shareholders

9 unchanged sentences

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

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

Net Earnings (Loss)

2 unchanged sentences

( 52,048 ) ( 390 ) ( 52,438 )

Contribution from Noncontrolling Interest

Stock-based Compensation Expense

52 1 10,559 10,561

Exercise of Stock Options/Restricted Shares

2 unchanged sentences

291 ( 155,248 ) ( 154,957 )

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

Balance at July 28, 2024 548,329 $ 8,033 — $ — $ 560,849 $ 7,612,610 $ ( 314,373 ) $ 10,106 $ 7,877,225

See Notes to the Consolidated Financial Statements

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ INVESTMENT

Six Months Ended April 30, 2023

Nine Months Ended July 30, 2023

Hormel Foods Corporation Shareholders

19 unchanged sentences

685 ( 451,423 ) ( 450,738 )

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

Six Months Ended April 28, 2024

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

Nine Months Ended July 28, 2024

Hormel Foods Corporation Shareholders

18 unchanged sentences

800 ( 465,183 ) ( 464,383 )

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

Balance at July 28, 2024 548,329 $ 8,033 — $ — $ 560,849 $ 7,612,610 $ ( 314,373 ) $ 10,106 $ 7,877,225

See Notes to the Consolidated Financial Statements

1 unchanged sentence

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

Six Months Ended

April 28, 2024 April 30, 2023

Nine Months Ended

July 28, 2024 July 30, 2023

Operating Activities

10 unchanged sentences

Other Non-cash, Net

18,510 12,295

Changes in Operating Assets and Liabilities:

48 unchanged sentences

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.

These reclassifications had no impact on the Consolidated Statements of Operations, Consolidated 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:

16 unchanged sentences

NOTE B - GOODWILL AND INTANGIBLE ASSETS

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

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

Retail Foodservice International Total

2 unchanged sentences

Foreign Currency Translation — — ( 4,733 ) ( 4,733 )

Balance at April 28, 2024

Balance at July 28, 2024

$ 2,916,796 $ 1,750,594 $ 256,341 $ 4,923,731

1 unchanged sentence

The carrying amounts for indefinite-lived intangible assets are:

April 28, 2024 October 29, 2023

July 28, 2024 October 29, 2023

Brands/Trade Names/Trademarks

5 unchanged sentences

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

April 28, 2024 October 29, 2023

July 28, 2024 October 29, 2023

Gross Carrying

10 unchanged sentences

Amortization expense on intangible assets is as follows:

Quarter Ended Six Months Ended

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

Quarter Ended Nine Months Ended

July 28, 2024 July 30, 2023 July 28, 2024 July 30, 2023

Amortization Expense $ 3,968 $ 4,605 $ 12,409 $ 13,806

3 unchanged sentences

Equity in Earnings of Affiliates consists of:

Quarter Ended Six Months Ended

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

Quarter Ended Nine Months Ended

% Owned July 28, 2024 July 30, 2023 July 28, 2024 July 30, 2023

MegaMex Foods, LLC (1)

7 unchanged sentences

(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 Six Months Ended

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

Distributions received from equity method investees consists of:

Quarter Ended Nine Months Ended

July 28, 2024 July 30, 2023 July 28, 2024 July 30, 2023

Dividends $ 7,266 $ 14,509 $ 32,997 $ 28,160

1 unchanged sentence

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 entertaining and snacking strategy.

This investment expanded the Company’s presence in Southeast Asia to support the global execution of the entertaining and snacking strategy.

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

4 unchanged sentences

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

As of April 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.

As of July 28, 2024, the remaining basis difference was $ 304.1 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 $ 258.4 million as of July 26, 2024.

The Company recognized a basis difference of $ 21.3 million associated with the formation of MegaMex Foods, LLC, of which $ 8.7 million was remaining as of July 28, 2024.

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

1 unchanged sentence

Principal components of inventories are:

April 28, 2024 October 29, 2023

July 28, 2024 October 29, 2023

Finished Products $ 936,454 $ 954,432

5 unchanged sentences

NOTE E - DERIVATIVES AND HEDGING

The Company uses hedging programs to manage risk associated with commodity purchases and interest rates.

The Company uses hedging programs to manage risk associated with various commodity purchases and interest rates.

These programs utilize futures, swaps, and options contracts to manage the Company’s exposure to market fluctuations.

10 unchanged sentences

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.

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 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.

9 unchanged sentences

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

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

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

In the third quarter of fiscal 2024, the fair value hedging adjustment was completely amortized to correspond with the payment of the 2024 Notes upon maturity.

Other Derivatives:

1 unchanged sentence

The Company has not applied hedge accounting to these positions.

Activity related to derivatives not designated as hedges is immaterial to the consolidated financial statements.

Activity related to derivatives not designated as hedges was immaterial to the consolidated financial statements during the quarter and nine months ended July 28, 2024, and July 30, 2023.

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

April 28, 2024 October 29, 2023

Corn 28.5 bushels 30.7 bushels

Lean Hogs 174.0 pounds 144.2 pounds

Natural Gas 3.2 MMBtu 3.0 MMBtu

0.9 gallons — gallons

July 28, 2024 October 29, 2023

Corn 27.6 bushels

Lean Hogs 186.3 pounds

Natural Gas 3.5 MMBtu

Fair Value of Derivatives:

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

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

Location on Consolidated Statements of Financial Position

July 28, 2024 October 29, 2023

Commodity Contracts (1)

2 unchanged sentences

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

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

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.

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

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

The gross liability position as of July 28, 2024 was offset by the right to reclaim net cash collateral of $ 29.3 million contained within the master netting arrangement.

The gross liability position as of October 29, 2023 was 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 Statements of Financial Position.

Fair Value Hedge - Assets (Liabilities):

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

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

Location on Consolidated Statements of Financial Position

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

The 2024 Notes were paid on June 3, 2024, and there was no cumulative fair value hedging adjustment from discontinued hedges.

Accumulated Other Comprehensive Loss Impact:

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.

As of July 28, 2024, the Company included in AOCL hedging losses (before tax) of $ 25.5 million on commodity contracts and gains (before tax) of $ 11.7 million related to interest rate settled positions.

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

5 unchanged sentences

Quarter Ended Quarter Ended

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

July 28, 2024 July 30, 2023 July 28, 2024 July 30, 2023

Cash Flow Hedges

1 unchanged sentence

Excluded Component (2)

657 ( 1,036 ) — —

Interest Rate Contracts

3 unchanged sentences

of Operations

Six Months Ended Six Months Ended

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

Nine Months Ended Nine Months Ended

in thousands July 28, 2024 July 30, 2023 July 28, 2024 July 30, 2023

Cash Flow Hedges

8 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 Six Months Ended

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

Quarter Ended Nine Months Ended

July 28, 2024 July 30, 2023 July 28, 2024 July 30, 2023

Net Earnings Attributable to Hormel Foods Corporation $ 176,701 $ 162,679 $ 584,842 $ 597,637

15 unchanged sentences

Total Gain (Loss) Recognized in Earnings $ ( 1,828 ) $ ( 9,148 ) $ ( 24,718 ) $ ( 7,681 )

(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.

(1) Represents gains or losses on commodity contracts designated as fair value hedges that were closed during the quarter and nine months ended July 28, 2024, and July 30, 2023, which were offset by a corresponding gain or loss on the underlying hedged purchase commitment.

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

5 unchanged sentences

Pension Benefits

Quarter Ended Six Months Ended

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

Quarter Ended Nine Months Ended

July 28, 2024 July 30, 2023 July 28, 2024 July 30, 2023

Service Cost $ 9,033 $ 8,902 $ 27,108 $ 26,705

6 unchanged sentences

Post-retirement Benefits

Quarter Ended Six Months Ended

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

Quarter Ended Nine Months Ended

July 28, 2024 July 30, 2023 July 28, 2024 July 30, 2023

Service Cost $ 41 $ 62 $ 123 $ 185

11 unchanged sentences

Comprehensive

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

Balance at April 28, 2024 $ ( 93,937 ) $ ( 179,795 ) $ 8,121 $ 3,286 $ ( 262,325 )

Unrecognized Gains (Losses) — —

6 unchanged sentences

Change Net of Tax ( 28,685 ) 2,008 ( 18,601 ) ( 6,770 ) ( 52,048 )

Balance at April 28, 2024

Balance at July 28, 2024

$ ( 122,621 ) $ ( 177,788 ) $ ( 10,481 ) $ ( 3,484 ) $ ( 314,373 )

9 unchanged sentences

Change Net of Tax ( 36,599 ) 6,205 ( 1,397 ) ( 10,330 ) ( 42,121 )

Balance at April 28, 2024

Balance at July 28, 2024

$ ( 122,621 ) $ ( 177,788 ) $ ( 10,481 ) $ ( 3,484 ) $ ( 314,373 )

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 April 28, 2024

Fair Value Measurements at July 28, 2024

Value Quoted Prices

47 unchanged sentences

The declared rate on these funds is set based on a formula using the yield of the general account investment portfolio supporting the fund, as adjusted for expenses and other charges.

The rate is guaranteed for one year at issue and may be reset annually on the policy anniversary, subject to a guaranteed minimum rate.

The rate is guaranteed for one year at issue and may

be reset annually on the policy anniversary, subject to a guaranteed minimum rate.

As the value is based on adjusted market rates and the fixed rate is only reset on an annual basis, these funds are classified as Level 2.

7 unchanged sentences

These policies are classified as Level 2.

The rabbi trust is included in Other Assets and deferred compensation liabilities in Other Long-term Liabilities on the Consolidated Condensed Statements of Financial Position.

The rabbi trust is included in Other Assets and deferred compensation liabilities in Other Long-term Liabilities on the Consolidated Statements of Financial Position.

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 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.

During the quarter and nine months ended July 28, 2024, securities held by the rabbi trust generated gains of $ 4.9 million, and $ 18.8 million, respectively, compared to gains of $ 5.1 million and $ 12.1 million for the quarter and nine months ended July 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.

4 unchanged sentences

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, on the Consolidated Condensed Statements of Financial Position.

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).

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

As of July 28, 2024, the Company had recognized the right to reclaim net cash collateral of $ 29.3 million from various counterparties (including cash of $ 37.7 million less $ 8.4 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).

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 the Consolidated Condensed Statements of Financial Position.

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.

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

The fair value of long-term debt, utilizing discounted cash flows (Level 2), was $ 2.4 billion as of July 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 six months ended April 28, 2024, and April 30, 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 nine months ended July 28, 2024, and July 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 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.

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

7 unchanged sentences

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.

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.

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

The Class 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.

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.

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.

Since the original filing, certain Non-Class Direct-Action Plaintiffs including the Offices of the Attorney General in New Mexico and Alaska, 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 executed settlement agreements providing for payments by the Company to the Direct Purchaser Plaintiffs of $ 4.9 million, the Commercial and Institutional Indirect Purchaser Plaintiffs of $ 2.4 million, and the Consumer Indirect Purchaser Plaintiffs of $ 4.5 million.

The settlement amounts were recorded in Selling, General, and Administrative in the Consolidated Statements of Operations in the second quarter of fiscal 2024.

Payments totaling $ 7.3 million were made in the third quarter of fiscal 2024, and $ 4.5 million is reflected within Accrued Expenses on the Consolidated Statements of Financial Position for the third quarter of fiscal 2024.

The $ 4.5 million settlement amount was paid in August 2024, subsequent to the end of the third quarter.

The Company continues to defend against the claims of the Non-Class Direct-Action Plaintiffs.

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.

13 unchanged sentences

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.

(the Poultry Wages Antitrust Litigation).

In the operative amended complaint filed in February 2022, the plaintiffs allege that, since 2000, the defendants directly and through wage surveys and a 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 complaint sought, 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.

Although the Company strongly denies liability, continues to deny the allegations asserted by the plaintiffs, and believes it has valid defenses, to avoid the uncertainty, risk, expense, and distraction of continued litigation, the Company executed a settlement agreement with the plaintiffs on August 20, 2024, to settle this matter for the payment of $ 3.5 million.

The settlement remains subject to Court approval.

The Company recorded the agreed-upon settlement amount in Selling, General, and Administrative in the Consolidated Statements of Operations and in Accrued Expenses on the Consolidated Statements of Financial Position for the third quarter of fiscal 2024.

The agreed-upon settlement amount will be paid following preliminary Court approval.

Red Meat Wages Antitrust Litigation

3 unchanged sentences

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.

(the Red Meat Wages Antitrust Litigation).

In the operative amended complaint filed in January 2024, the plaintiffs allege that, since 2000, the defendants directly and through wage surveys and a 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 complaint sought, among other things, treble monetary damages, punitive damages, restitution, and pre- and post-judgment interest, as well as declaratory and injunctive relief.

The settlement remains subject to Court approval.

The agreed-upon settlement amount will be paid following preliminary Court approval.

NOTE J - LONG-TERM DEBT AND OTHER BORROWING ARRANGEMENTS

Long-term Debt consists of:

April 28, 2024 October 29, 2023

July 28, 2024 October 29, 2023

Senior Unsecured Notes, with Interest at 3.050 %

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Interest Due Semi-annually through June 2024 Maturity Date

950,000 950,000

Unamortized Discount on Senior Notes ( 6,897 ) ( 7,016 )

1 unchanged sentence

Interest Rate Swap Liabilities (1)

( 1,202 ) ( 7,451 )

Finance Lease Liabilities 29,600 36,085

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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.

Interest accrues on the notes from March 8, 2024, and is 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.

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).

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.

The 2028 Notes and 2051 Notes may be redeemed in whole or in part at any time at the applicable redemption price.

Interest will accrue per annum at the stated rates with interest on the notes being paid semi-annually in arrears on June 3 and December 3 of each year, commencing December 3, 2021.

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

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

Interest accrues per annum at the stated rates and is paid semi-annually in arrears on June 3 and December 3 of each year, commencing December 3, 2021.

Interest rate risk was hedged utilizing interest rate locks on the 2028 Notes and 2051 Notes.

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

The Company repaid the $ 950.0 million 2024 Notes upon maturity on June 3, 2024.

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

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

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

4 unchanged sentences

as syndication agents and the lenders party thereto.

The revolving credit agreement provides for an unsecured revolving credit facility with an aggregate principal commitment amount at any time outstanding of up to $ 750.0 million with an uncommitted increase option of an additional $ 375.0 million upon the satisfaction of certain conditions.

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 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.

revolving credit agreement provides for an unsecured revolving credit facility with an aggregate principal commitment amount at any time outstanding of up to $ 750.0 million with an uncommitted increase option of an additional $ 375.0 million upon the satisfaction of certain conditions.

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

The Amendment provided 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 .

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

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

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

NOTE K - INCOME TAXES

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

The Company’s effective tax rate for the quarter and six months ended April 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.

The Company’s effective tax rate for the quarter and nine months ended July 28, 2024, was 21.7 % and 22.6 %, respectively, compared to 21.7 % and 22.2 %, respectively, for the corresponding periods a year ago.

The Company benefited from the purchase of federal transferable energy credits in the third quarter of fiscal 2024.

The Company benefited from the impact of higher federal deductions in the third quarter of fiscal 2023.

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

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

If recognized as of July 28, 2024, these benefits would impact the Company’s effective tax rate by $ 17.2 million compared to $ 19.6 million as of July 30, 2023.

The amount of accrued interest and penalties associated with unrecognized tax benefits was $ 2.7 million at July 28, 2024, and $ 3.2 million at July 30, 2023.

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

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The Company is in various stages of audit by several state taxing authorities on a variety of fiscal years, as far back as 2015.

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.

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, as of July 28, 2024, it was not possible to reasonably estimate the effect of any amount of such change to previously recorded uncertain tax positions.

NOTE L - EARNINGS PER SHARE DATA

2 unchanged sentences

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

Quarter Ended Six Months Ended

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

Quarter Ended Nine Months Ended

July 28, 2024 July 30, 2023 July 28, 2024 July 30, 2023

Basic Weighted-average Shares Outstanding

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

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

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

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

1 unchanged sentence

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.

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

Equity in Earnings of Affiliates is included in segment profit;

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

Quarter Ended Six Months Ended

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

Quarter Ended Nine Months Ended

July 28, 2024 July 30, 2023 July 28, 2024 July 30, 2023

Retail $ 1,767,251 $ 1,891,746 $ 5,467,078 $ 5,765,786

12 unchanged sentences

Total revenue contributed by classes of similar products are:

Quarter Ended Six Months Ended

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

Quarter Ended Nine Months Ended

July 28, 2024 July 30, 2023 July 28, 2024 July 30, 2023

Perishable $ 2,115,087 $ 2,068,787 $ 6,251,076 $ 6,222,485

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