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Item 2. Management’s Discussion and Analysis

2025-08-28 compared with 2025-05-29 · 145 added, 152 removed, 281 unchanged (51% of the section changed)

3 unchanged sentences

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

The Company reported diluted earnings per share of $0.33 for the second quarter of fiscal 2025, down 3 percent compared to the same period last year.

Adjusted diluted earnings per share (1) was $0.35.

The Company discloses certain measures not defined by United States (U.S.) Generally Accepted Accounting Principles (GAAP), including organic volume, organic net sales, adjusted selling, general and administrative (SG&A) expenses, adjusted SG&A as a percent of net sales, adjusted earnings before income taxes, and adjusted diluted earnings per share.

The Company utilizes these non-GAAP measures to understand and evaluate operating performance on a consistent basis.

For additional information and reconciliations to the most closely comparable measures calculated in accordance with GAAP, see the "Non-GAAP Measures" section of this Item.

Diluted earnings per share was $0.33 for the third quarter of fiscal 2025, up 3 percent compared to the same period last year.

Adjusted diluted earnings per share for the third quarter of fiscal 2025 was $0.35, down 5 percent compared to the same period last year.

Significant factors impacting the quarter are listed below.

All comparisons are to the same period of the prior year unless otherwise noted.

• Net sales for the second quarter were comparable to the prior year.

Organic net sales (1) increased 1 percent with growth from the Foodservice and International segments and comparable net sales in the Retail segment.

• Total segment profit for the second quarter decreased 3 percent.

Segment profit growth in the Retail segment was more than offset by declines in segment profit for each of the Foodservice and International segments.

• Retail segment profit grew in the second quarter primarily due to benefits from operational efficiencies as part of the Transform and Modernize (T&M) initiative and favorable selling, general, and administrative (SG&A) expenses.

• Foodservice segment profit decreased in the second quarter, as higher net sales were more than offset by margin pressures, primarily in non-core businesses.

• International segment profit declined in the second quarter, as meaningful net sales growth was primarily offset by a shift in export customer mix and softness in Brazil.

• Earnings before income taxes for the second quarter decreased 6 percent, as the benefits from higher net sales and lower SG&A expenses were more than offset by higher cost of products sold and lower interest and investment income compared to the prior period.

• Net sales for the third quarter of fiscal 2025 increased 5 percent compared to the prior year.

Organic net sales increased 6 percent with growth in each segment.

• Total segment profit for the third quarter of fiscal 2025 decreased 3 percent.

Segment profit declined in each segment.

• Retail segment profit declined in the third quarter of fiscal 2025, as robust net sales growth was more than offset by input cost pressures and higher SG&A expenses.

• Foodservice segment profit decreased in the third quarter of fiscal 2025, as meaningful net sales growth was more than offset by the rise in commodity input costs and margin pressures primarily in non-core businesses.

• International segment profit declined in the third quarter of fiscal 2025, as meaningful net sales growth was more than offset by competitive pressures in Brazil and lower pork offal margins.

• Earnings before income taxes for the third quarter of fiscal 2025 increased 5 percent, as the benefits from higher net sales and higher interest and investment income were partially offset by higher input costs.

Adjusted earnings before income taxes decreased 2 percent.

• The pre-tax impact of non-recurring expenses related to the Company’s T&M initiative in the second quarter of fiscal 2025 was $16.6 million, most of which was recorded in SG&A.

• Cash flow from operations was $366 million for the first six months of fiscal 2025, a 43 percent decrease from the comparable period of the prior year.

The decline in cash flow from operations was primarily due to an inventory build in the second quarter of fiscal 2025 in advance of the important summer selling season.

Changes in global trade policies, including recently announced tariffs and retaliatory tariffs, did not have a material impact on our results of operations during the second quarter or first six months of fiscal 2025.

The Company continues to monitor and evaluate the impact of proposed and enacted tariffs, including proposed and enacted retaliatory tariffs, and other trade restrictions, as well as our ability to mitigate their impacts, which remains uncertain.

• The pre-tax impact of non-recurring expenses related to the Company’s Transform and Modernize (T&M) initiative in the third quarter of fiscal 2025 was $14.5 million, most of which was recorded in SG&A.

• Cash flow from operations was $522 million for the first nine months of fiscal 2025, a 39 percent decrease from the comparable period of the prior year.

The decline in cash flow from operations was primarily due to a planned inventory build in the second and third quarters of fiscal 2025 and elevated commodity market prices.

Changes in global trade policies, including recently announced tariffs and retaliatory tariffs, did not directly have a material impact on our results of operations during the third quarter or first nine months of fiscal 2025.

Consolidated Results

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

Quarter Ended Six Months Ended

Quarter Ended Nine Months Ended

In thousands, except per share amounts

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Change April 27, 2025 April 28, 2024 %

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Volume (lbs.) 1,046,590 1,018,690 2.7 3,101,288 3,180,087 (2.5)

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0.35 0.37 (5.4) 1.05 1.16 (9.5)

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

Volume and Net Sales

Net sales increased and volume decreased for the second quarter and first six months of fiscal 2025 compared to the prior year.

For the second quarter of fiscal 2025, net sales increased in each of the Foodservice and International segments and were comparable in the Retail segment.

Organic net sales (1) growth was broad-based in the Foodservice segment, with notable contributions from the customized solutions business and the turkey portfolio.

The International segment drove net sales performance through exports and robust growth in the China market.

Within the Retail segment, the Mexican portfolio and value-added turkey products each delivered high-single-digit growth, which was primarily offset by the impacts of promotional timing.

For the first six months of fiscal 2025, net sales increased in each of the Foodservice and International segments and decreased in the Retail segment.

The Foodservice segment led the Company's overall organic net sales (1) growth through the customized solutions business, the turkey portfolio, and premium prepared proteins.

In the International segment, the China market and exports were the largest contributors to top-line performance.

For the Retail segment, growth from value-added turkey, Applegate ® natural and organic meats, the Mexican portfolio, and the SPAM ® family of products was primarily offset by declines in branded and private label deli meats.

For the second quarter of fiscal 2025, volume growth in the International segment was more than offset by volume declines in the Retail and Foodservice segments.

For the first six months of fiscal 2025, organic volume (1) in the Foodservice segment was comparable to the prior year.

Volume increased in the International segment and declined in the Retail segment for the first six months of fiscal 2025.

In the third quarter of fiscal 2025, the Company expects net sales growth from each of its segments compared to the prior year.

Volume and net sales increased for the third quarter of fiscal 2025 while volume decreased and net sales increased for the first nine months of fiscal 2025 compared to the prior year.

For the third quarter of fiscal 2025, net sales increased in each segment.

Net sales growth across the enterprise was driven primarily by the turkey portfolio, Planters ® snack nuts, the SPAM ® family of products, and the Foodservice customized solutions business.

For the first nine months of fiscal 2025, net sales increased in each segment.

Net sales growth for the first nine months of fiscal 2025 was driven primarily by the turkey portfolio, the customized solutions business, the SPAM ® family of products, the Mexican foods portfolio, and the bacon portfolio.

For the third quarter of fiscal 2025, volume grew in the Retail and International segments while organic volume grew in the Foodservice segment.

For the first nine months of fiscal 2025, organic volume in the Foodservice segment increased compared to the prior year.

Volume increased in the International segment and declined in the Retail segment for the first nine months of fiscal 2025.

In the fourth quarter of fiscal 2025, the Company expects net sales growth from each of its segments compared to the prior year.

Cost of Products Sold

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Cost of Products Sold $ 2,545,567 $ 2,410,075 5.6 $ 7,473,524 $ 7,281,798 2.6

Cost of products sold for the second quarter and first six months of fiscal 2025 increased primarily due to higher commodity input costs, mainly nuts, pork bellies and beef.

On a per pound basis, cost of products sold for the second quarter and first six months of fiscal 2025 increased compared to the prior year.

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Cost of products sold for the third quarter of fiscal 2025 increased, primarily due to increased volume and higher commodity input costs, mainly for pork bellies, beef, and nuts.

Cost of products sold for the first nine months of fiscal 2025 increased primarily due to higher commodity input costs, mainly for pork bellies, nuts, and beef.

On a per pound basis, cost of products sold for the third quarter and first nine months of fiscal 2025 increased compared to the prior year.

Quarter Ended Nine Months Ended

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Gross Profit $ 487,309 $ 488,369 (0.2) $ 1,446,975 $ 1,500,908 (3.6)

Percent of Net Sales 16.1 % 16.8 % 16.2 % 17.1 %

For the second quarter and first six months of fiscal 2025, gross profit as a percent of net sales declined.

For the second quarter of fiscal 2025, gross profit as a percent of net sales was comparable for the Retail segment and decreased for the International and Foodservice segments.

All segments benefited from savings realized as part of the Company’s T&M initiative in the second quarter and first six months of fiscal 2025.

For the third quarter of fiscal 2025, the Company expects gross profit as a percent of net sales to increase compared to last year.

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

For the third quarter and first nine months of fiscal 2025, gross profit as a percent of net sales declined.

For the third quarter and first nine months of fiscal 2025, gross profit as a percent of net sales declined for each segment.

All segments benefited from savings realized as part of the Company’s T&M initiative in the third quarter and first nine months of fiscal 2025.

For the fourth quarter of fiscal 2025, the Company expects gross profit as a percent of net sales to decrease compared to last year.

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

Selling, General, and Administrative (SG&A)

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SG&A $ 258,713 $ 259,653 (0.4) $ 773,158 $ 766,707 0.8

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8.1 % 7.9 % 8.1 % 8.0 %

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

For the second quarter of fiscal 2025, SG&A and SG&A as a percent of net sales decreased, primarily due to the lapping of prior year legal expenses and lower advertising expenses.

For the first six months of fiscal 2025, SG&A and SG&A as a percent of net sales increased, as the loss on the sale of a non-core sow operation and increased expenses related to the T&M initiative were partially offset by the lapping of prior year legal expenses and lower advertising expenses.

Advertising investments in the second quarter were $36 million, a decrease of 18 percent compared to last year.

The decline was partially due to year over year timing impacts for investments in the Planters ® brand.

For the first six months of fiscal 2025, advertising investments were $80 million, a decrease of 10 percent compared to last year.

The Company expects advertising investments to increase in the second half of fiscal 2025 compared to the prior year.

For the third quarter of fiscal 2025, SG&A and SG&A as a percent of net sales decreased, primarily due to the lapping of prior year legal expenses which were partially offset by higher employee-related expenses.

For the first nine months of fiscal 2025, SG&A increased and SG&A as a percent of net sales was comparable to the prior year.

Higher employee-related expenses, increased expenses related to the T&M initiative, and the loss on the sale of a non-core sow operation were partially offset by the lapping of prior year legal expenses and lower advertising expense.

Advertising investments in the third quarter of fiscal 2025 were $41 million, an increase of 2 percent compared to the prior year.

For the first nine months of fiscal 2025, advertising investments were $121 million, a decrease of 6 percent compared to last year.

The Company expects advertising investments to decrease in the fourth quarter of fiscal 2025 compared to the prior year.

Equity in Earnings of Affiliates

Quarter Ended Six Months Ended

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Change April 27, 2025 April 28, 2024 %

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Equity in Earnings of Affiliates $ 11,153 $ 7,977 39.8 $ 42,614 $ 39,250 8.6

Equity in earnings of affiliates for the second quarter and first six months of fiscal 2025 was comparable to the prior year as favorable results for MegaMex Foods, LLC, were offset by the results of the Company’s other equity method investments.

Equity in earnings of affiliates for the third quarter of fiscal 2025 increased due to favorable results for MegaMex Foods, LLC, and a modest benefit from international investments.

For the first nine months of fiscal 2025, equity in earnings of affiliates increased, primarily due to favorable results for MegaMex Foods, LLC, which were partially offset by the results of international investments.

Interest and Investment Income and Interest Expense

Quarter Ended Six Months Ended

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Change April 27, 2025 April 28, 2024 %

Quarter Ended Nine Months Ended

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Change July 27, 2025 July 28, 2024 %

Interest and Investment Income $ 16,227 $ 10,484 54.8 $ 27,084 $ 43,416 (37.6)

Interest Expense 19,461 21,459 (9.3) 58,438 61,464 (4.9)

Interest and investment income for the second quarter and first six months of fiscal 2025 decreased predominately due to lower cash balances and performance from the rabbi trust.

Interest expense decreased in the second quarter and first six months of fiscal 2025 as the benefit from lapping prior year amortization of interest rate swaps was partially offset by higher interest due to the prior year debt issuance.

Interest and investment income increased for the third quarter of fiscal 2025, primarily due to favorable rabbi trust performance.

Interest and investment income decreased for the first nine months of fiscal 2025, primarily due to lower average monthly cash balances and performance from the rabbi trust.

Interest expense decreased in the third quarter and first nine months of fiscal 2025, primarily due to the lapping of interest rate swap amortization.

Effective Tax Rate

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Effective Tax Rate 22.3 % 21.7 % 22.1 % 22.6 %

The effective tax rate in the second quarter of fiscal 2025 was 22.0% compared to 22.5% last year.

The Company benefited primarily from higher federal deductions, the purchase of federal transferable energy tax credits, and favorable state audit settlements in the second quarter and first six months of fiscal 2025.

The effective tax rate in the third quarter of fiscal 2025 was 22.3% compared to 21.7% for the prior year, primarily due to decreased benefits from the purchase of federal transferable energy credits.

For the first nine months of fiscal 2025, the Company benefited from increased federal deductions compared to the prior year.

For additional information, refer to Note L - Income Taxes of the Notes to the Consolidated Financial Statements.

The effective tax rate for fiscal 2025 is expected to be between 22.0% and 23.0%.

The effective tax rate for fiscal 2025 is expected to be approximately 22.0%.

Segment Results

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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

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Quarter Ended Nine Months Ended

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Retail $ 1,858,434 $ 1,767,251 5.2 $ 5,532,401 $ 5,467,078 1.2

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$ 236,514 $ 225,719 4.8 $ 685,076 $ 755,404 (9.3)

Quarter Ended Six Months Ended

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Change April 27, 2025 April 28, 2024 %

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Volume (lbs.) 712,912 680,214 4.8 2,127,075 2,170,621 (2.0)

1 unchanged sentence

Segment Profit 122,566 127,932 (4.2) 378,847 409,836 (7.6)

Net sales in the second quarter of fiscal 2025 were comparable to the prior year, as high-single-digit growth from both our Mexican portfolio and value-added turkey products was primarily offset by the impacts of promotional timing.

Two-thirds of the Retail segment's volume decline in the quarter was due to lower commodity shipments and contract manufacturing.

The segment's flagship and rising brands continued to hold leadership positions in their respective categories in the quarter.

Notably, the Planters ® brand exceeded volume and net sales expectations for the second quarter of fiscal 2025, while demand for Jennie-O ® lean ground turkey remained strong.

For the first six months of fiscal 2025, net sales for the Retail segment declined, as growth from value-added turkey products, Applegate ® natural and organic meats, the Mexican portfolio, and the SPAM ® family of products was primarily offset by declines in branded and private label deli meats.

Over one-half of the Retail segment’s volume decline for the first six months of fiscal 2025 was due to lower commodity shipments and contract manufacturing.

Retail segment profit increased in the second quarter of fiscal 2025, primarily due to benefits from operational efficiencies as part of the T&M initiative and favorable SG&A expenses.

For the first six months of fiscal 2025, segment profit decreased due to lower net sales and higher raw material costs.

For the third quarter of fiscal 2025, Retail segment profit is anticipated to increase compared to the prior year, driven by top-line growth and year over year benefits from the T&M initiative.

Quarter Ended Six Months Ended

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Change April 27, 2025 April 28, 2024 %

Net sales growth was wide ranging in the Retail segment in the third quarter of fiscal 2025.

Meaningful volume and net sales contributions came from the turkey portfolio, Planters ® snack nuts, and the SPAM ® family of products.

Other brands which grew volume and net sales in the quarter include Wholly ® guacamole, Hormel ® Black Label ® bacon, Hormel ® chili, and Gatherings ® party trays.

For the first nine months of fiscal 2025, net sales growth for the Retail segment was led by the turkey portfolio, the SPAM ® family of products, and the Mexican foods portfolio.

Retail segment profit declined in the third quarter of fiscal 2025, as robust net sales growth was more than offset by input cost pressures and higher SG&A expenses.

For the first nine months of fiscal 2025, segment profit decreased as net sales growth was more than offset by higher input costs.

For the fourth quarter of fiscal 2025, Retail segment profit is anticipated to be comparable to the prior year, as the benefit from net sales growth is expected to be offset by higher input costs.

Quarter Ended Nine Months Ended

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Change July 27, 2025 July 28, 2024 %

Volume (lbs.) 248,540 259,947 (4.4) 734,988 777,785 (5.5)

5 unchanged sentences

Segment Profit 140,711 142,487 (1.2) 420,170 441,952 (4.9)

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

Organic net sales (1) growth was broad-based in the Foodservice segment in the second quarter of fiscal 2025, with notable contributions from the customized solutions business and the turkey portfolio.

Branded products such as Jennie-O ® , Hormel ® Fire Braised™ meats and Café H ® globally inspired proteins delivered another quarter of strong volume and net sales growth.

Several categories achieved volume growth in the second quarter of fiscal 2025, despite industry softness.

Volume growth in these categories was more than offset by the impact of reduced commodity shipments.

For the first six months of fiscal 2025, organic net sales (1) growth in the Foodservice segment was led by the customized solutions business, the Jennie-O ® turkey portfolio, and premium prepared proteins.

Organic volume (1) was comparable to the prior year period.

Segment profit decreased for the second quarter and first six months of fiscal 2025 as higher net sales were more than offset by margin pressures, primarily in non-core businesses.

The Foodservice segment continued to benefit from an extensive range of solutions-based products, its direct-selling organization and a diverse channel presence during the second quarter and first six months of fiscal 2025.

For the third quarter of fiscal 2025, the Company expects Foodservice segment profit to increase compared to the prior year, driven by organic top-line growth.

Organic volume and organic net sales growth were broad-based in the Foodservice segment in the third quarter of fiscal 2025, with significant contributions from the customized solutions business, Planters ® snack nuts and the Jennie-O ® turkey portfolio.

Other branded products, such as Hormel ® pepperoni, Hormel ® Fire Braised™ meats, and Café H ® globally inspired proteins, delivered strong volume and net sales growth.

For the first nine months of fiscal 2025, organic net sales growth in the Foodservice segment was led by the customized solutions business, the Jennie-O ® turkey portfolio, and premium prepared proteins.

Organic volume increased compared to the prior year period.

Segment profit decreased for the third quarter of fiscal 2025 as meaningful net sales growth was more than offset by the rise in commodity input costs and margin pressures, primarily in non-core businesses.

For the first nine months of fiscal 2025, segment profit declined, as net sales growth was more than offset by margin pressures, primarily in non-core businesses.

The Foodservice segment continued to benefit from an extensive range of solutions-based products, its direct-selling organization and a diverse channel presence during the third quarter and first nine months of fiscal 2025.

For the fourth quarter of fiscal 2025, the Company expects Foodservice segment profit to decrease compared to the prior year, as organic net sales growth is expected to be more than offset by margin pressures, primarily in non-core businesses.

International

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Quarter Ended Nine Months Ended

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Volume (lbs.) 85,138 78,529 8.4 239,225 231,681 3.3

1 unchanged sentence

Segment Profit 18,941 21,792 (13.1) 58,193 65,026 (10.5)

Double-digit volume and net sales growth in exports, and robust growth in the China market drove top-line performance in the International segment in the second quarter of fiscal 2025.

Strong shipments within the refrigerated portfolio, primarily of bacon and pepperoni, made the largest contribution to export growth.

Our in-country China business continued to benefit from top-line momentum in both the retail and foodservice channels, supported by innovative product launches.

For the first six months of fiscal 2025, the China market and exports were the largest contributors to top-line performance.

International segment profit decreased in the second quarter of fiscal 2025 as meaningful net sales growth was primarily offset by a temporary shift in export customer mix and softness in Brazil.

For the first six months of fiscal 2025, segment profit declined, as net sales growth was primarily offset by softness in Brazil.

In the third quarter of fiscal 2025, the Company expects International segment profit to increase compared to the prior year.

Value-added growth across China is expected to be partially offset by continued softness in Brazil.

Strong volume and net sales performance in the International segment was driven by growth across the China market and robust exports of SPAM ® luncheon meat in the third quarter and first nine months of fiscal 2025.

International segment profit decreased in the third quarter of fiscal 2025 as meaningful net sales growth was more than offset by competitive pressures in Brazil and lower pork offal margins.

For the first nine months of fiscal 2025, segment profit declined, as net sales growth was more than offset by softness in Brazil.

In the fourth quarter of fiscal 2025, the Company expects International segment profit to decrease compared to the prior year, primarily due to higher input costs and continued softness in Brazil.

Unallocated Income and Expense

Quarter Ended Six Months Ended

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Net Unallocated Expense $ 45,658 $ 66,526 $ 171,769 $ 161,239

Noncontrolling Interest (46) 34 (366) (170)

For the second quarter of fiscal 2025, net unallocated expense increased driven by reduced interest income and unfavorable rabbi trust performance, which was partially offset by the absence of prior year pork antitrust litigation settlements.

Net unallocated expense also increased for the first six months of fiscal 2025 due to these factors as well as the loss on sale of a non-core sow operation.

For the third quarter of fiscal 2025, net unallocated expense decreased, primarily due to the lapping of prior year legal expenses.

Net unallocated expense increased for the first nine months of fiscal 2025, primarily due to reduced interest income, the loss on the sale of a non-core sow operation, rabbi trust performance, and higher expenses related to the T&M initiative.

These factors were partially offset by the lapping of prior year legal expenses.

Related Party Transactions

23 unchanged sentences

Litigation Settlements

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

In the first quarter of fiscal 2025, the Company entered into a settlement agreement with an additional plaintiff in this matter.

In fiscal 2025 and 2024, the Company entered into settlement agreements with certain plaintiffs in its pending antitrust litigation.

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

4 unchanged sentences

The tax impacts were calculated using the effective tax rate for the quarter in which the transactions occurred.

Quarter Ended Six Months Ended

In thousands, except per share amounts April 27, 2025 April 28, 2024 April 27, 2025 April 28, 2024

Quarter Ended Nine Months Ended

In thousands, except per share amounts July 27, 2025 July 28, 2024 July 27, 2025 July 28, 2024

Cost of Products Sold (GAAP) $ 2,545,567 $ 2,410,075 $ 7,473,524 $ 7,281,798

40 unchanged sentences

$ 0.35 $ 0.37 $ 1.05 $ 1.16

Quarter Ended Six Months Ended

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Quarter Ended Nine Months Ended

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SG&A as a Percent of Net Sales (GAAP) 8.5 % 9.0 % 8.7 % 8.7 %

10 unchanged sentences

Adjusted Operating Margin (Non-GAAP) 8.4 % 9.2 % 8.7 % 9.5 %

(1) Comprised primarily of asset write-offs and severance expenses related to supply chain and portfolio optimization.

(1) Comprised primarily of equipment relocation expenses, severance, and asset write-offs related to supply chain and portfolio optimization.

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

1 unchanged sentence

Quarter Ended

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July 27, 2025 July 28, 2024

In thousands GAAP GAAP Divestiture

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Total Net Sales $ 3,032,876 $ 2,898,443 $ (28,683) $ 2,869,760 5.7

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Nine Months Ended

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In thousands GAAP GAAP Divestiture

12 unchanged sentences

Cash Flow Highlights

Six Months Ended

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Nine Months Ended

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Cash and Cash Equivalents at End of Period

4 unchanged sentences

Increase (Decrease) in Cash and Cash Equivalents (142,692) (199,057)

Cash and cash equivalents decreased $72 million during the first six months of fiscal 2025 as the Company utilized cash on hand to make additional purchases of inventory, capital assets, and energy tax credits as well as fund regular dividend payments.

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

Cash provided by operating activities was sufficient to cover dividend payments and capital expenditures during the first six months of fiscal 2024.

Cash and cash equivalents decreased $143 million during the first nine months of fiscal 2025 as the Company utilized cash on hand to make additional purchases of inventory and capital assets as well as fund dividend payments.

During the first nine months of fiscal 2024, cash and cash equivalents decreased $199 million primarily as a result of the Company repaying a portion of long-term debt by using existing cash on hand, partially offset by proceeds received from issuing debt.

Cash provided by operating activities was sufficient to cover dividend payments and capital expenditures during the first nine months of fiscal 2024.

Additional details related to significant drivers of cash flows are provided below.

Cash Provided by (Used in) Operating Activities

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

– Inventory increased $156 million during the first six months of fiscal 2025 compared to a decrease of $7 million in the comparable period of the prior year.

The increase in inventory during fiscal 2025 was driven by intentional seasonal and promotional inventory build, as well as softer sales.

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.

– Accounts payable and accrued expenses decreased $77 million and $78 million during the first six months of fiscal 2025 and fiscal 2024, respectively.

The decrease during fiscal 2025 was driven by annual incentive payments, legal settlements, and livestock and feed deferral payments which were partially offset by higher marketing accruals.

The decrease during fiscal 2024 was caused by the general timing of payments, annual incentive payments, and livestock and feed deferral payments, which were partially offset by higher accruals for marketing and legal expenses.

– Net income taxes payable decreased $12 million during the first six months of fiscal 2025, compared to an increase of $29 million in the comparable period of the prior year.

The decrease in fiscal 2025 was the result of purchasing federal transferable energy tax credits.

– Accounts receivable decreased $71 million and $88 million during the first six months of fiscal 2025 and fiscal 2024, respectively, primarily due to lower sales compared to the fourth quarter of the prior year.

• Cash flows from operating activities were impacted by changes in operating assets and liabilities and lower net earnings.

– Inventory increased $247 million during the first nine months of fiscal 2025 compared to a decrease of $31 million in the comparable period of the prior year.

The increase in inventory during fiscal 2025 was driven by intentional seasonal and promotional inventory build, recovery of snack nuts inventory levels following the production disruptions at the Suffolk, Virginia manufacturing facility, and increased raw material costs.

The decrease in inventory during fiscal 2024 was due to benefits in supply chain processes associated with the Company's T&M initiative as well as the impact of production disruptions at the Suffolk, Virginia manufacturing facility.

These reduced levels of inventory were partially offset by higher levels of turkey on hand in fiscal 2024.

– Accounts payable and accrued expenses decreased $100 million and $95 million during the first nine months of fiscal 2025 and fiscal 2024, respectively.

The decrease during fiscal 2025 was driven by the general timing of payments, annual incentive payments, and legal settlements.

The decrease during fiscal 2024 was due to the general timing of payments, feed and livestock deferral payments, and annual incentive payments, which were partially offset by higher accruals for marketing and legal expenses.

– Accounts receivable decreased $54 million and $89 million during the first nine months of fiscal 2025 and fiscal 2024, respectively, primarily due to lower sales compared to the fourth quarter of each respective prior year.

Cash Provided by (Used in) Investing Activities

• Capital expenditures were $147 million and $107 million during the first six months of fiscal 2025 and fiscal 2024, respectively.

The largest project during both years was for the transition from harvest to value-added capacity for Hormel ® Fire Braised ® products and Applegate ® products at the facility in Barron, Wisconsin.

Other significant projects included investments in data and technology during fiscal 2025 and wastewater infrastructure to support operations in Austin, Minnesota during fiscal 2024.

• Proceeds from the sale of business were $13.1 million during the first six months of fiscal 2025, primarily from the sale of the Company’s equity interest in Mountain Prairie, LLC.

• Capital expenditures were $219 million and $173 million during the first nine months of fiscal 2025 and fiscal 2024, respectively.

The largest project during both years was for the transition from harvest to value-added capacity for Hormel ® Fire Braised ® products and Applegate ® products at the Company's facility in Barron, Wisconsin.

Other significant projects included investments in data and technology during fiscal 2025 and investment in wastewater infrastructure to support operations in Austin, Minnesota during fiscal 2024.

• Proceeds from the sale of business were $13.1 million during the first nine months of fiscal 2025, primarily from the sale of the Company’s equity interest in Mountain Prairie, LLC.

Cash Provided by (Used in) Financing Activities

• In the first six months of fiscal 2024, proceeds from the issuance of long-term debt were $498 million due to the Company's issuance of senior unsecured notes with aggregate principal amount of $500 million.

• Cash dividends paid to the Company’s shareholders totaled $314 million during the first six months of fiscal 2025, compared to $305 million in the comparable period of fiscal 2024.

• Proceeds from the exercise of stock options were $26 million in the first six months of fiscal 2025, compared to $27 million in the first six months of fiscal 2024.

• Cash dividends paid to the Company’s shareholders totaled $474 million during the first nine months of fiscal 2025, compared to $460 million in the comparable period of fiscal 2024.

• Proceeds from the exercise of stock options were $24 million in the first nine months of fiscal 2025, compared to $34 million in the first nine months of fiscal 2024.

• The Company paid $950 million of its senior unsecured notes upon maturity on June 3, 2024.

• Proceeds from the issuance of long-term debt were $498 million in fiscal 2024, due to the Company's issuance of senior unsecured notes with an aggregate principal amount of $500 million.

Sources and Uses of Cash

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Capital expenditures supporting growth opportunities in fiscal 2025 are expected to focus on projects related to value-added capacity, infrastructure, and new technology.

Capital expenditures for fiscal 2025 are estimated to be $275 million to $300 million.

As of April 27, 2025, the Company’s outstanding debt included $2.9 billion of fixed rate unsecured senior notes due in fiscal 2027, 2028, 2030, and 2051 with interest payable semi-annually.

During the first six months of fiscal 2025, the Company made $37 million of interest payments and the Company expects to make an additional $37 million of interest payments during fiscal 2025 on these notes.

Capital expenditures for fiscal 2025 are estimated to be approximately $300 million.

As of July 27, 2025, the Company’s outstanding debt included $2.9 billion of fixed rate unsecured senior notes due in fiscal 2027, 2028, 2030, and 2051 with interest payable semi-annually.

During the first nine months of fiscal 2025, the Company made $61 million of interest payments and the Company expects to make an additional $12 million of interest payments during fiscal 2025 on these notes.

See Note K - 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 March 25, 2030, at which time the Company will be required to pay in full all obligations then outstanding.

As of April 27, 2025, the Company had no outstanding borrowings from this facility.

As of July 27, 2025, the Company had no outstanding borrowings 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, or engage in certain sale and leaseback transactions, and the covenants require the Company to maintain certain consolidated financial ratios.

As of April 27, 2025, the Company was in compliance with all covenants in its debt agreements and expects to maintain compliance in the future.

As of July 27, 2025, the Company was in compliance with all covenants in its debt agreements and expects to maintain compliance in the future.

Cash Held by International Subsidiaries

As of April 27, 2025, the Company’s international subsidiaries held $247 million of cash and cash equivalents.

As of July 27, 2025, the Company’s international subsidiaries held $185 million of cash and cash equivalents.

During the third quarter of fiscal 2025, the Company repatriated $44 million in cash from an international subsidiary and recognized foreign withholding taxes on the one-time distribution.

The Company maintains all undistributed earnings as permanently reinvested.

4 unchanged sentences

The share repurchase authorization has no expiration date.

The Company did not repurchase any shares of stock during the first six months of fiscal 2025.

The Company did not repurchase any shares of stock during the first nine months of fiscal 2025.

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

29 unchanged sentences

deterioration of labor relations or labor availability or increases to labor costs;

general risks of the food industry, including those related to food safety, such as costs resulting from food contamination, product recalls, the remediation of food safety events at its facilities, including the production disruption at the Suffolk, Virginia, facility, food-specific laws or regulations, or outbreaks of disease

among livestock and poultry flocks;

general risks of the food industry, including those related to food safety, such as costs resulting from food contamination, product recalls, the remediation of food safety events at its facilities,

including the production disruption at the Suffolk, Virginia, facility, food-specific laws or regulations, or outbreaks of disease among livestock and poultry flocks;

fluctuations in commodity prices and availability of raw materials and other inputs;

8 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