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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 27, 2025
or

☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________
Commission File Number: 1-2402
HORMEL FOODS CORPORATION
(Exact name of registrant as specified in its charter)

Delaware |  | 41-0319970
(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

1 Hormel Place, Austin Minnesota |  | 55912-3680
(Address of principal executive offices) |  | (Zip Code)

(507) 437-5611
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol |  | Name of each exchange on which registered
Common Stock | $0.01465 | par value |  | HRL |  | New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer | ☒ | Accelerated filer | ☐
Non-accelerated filer | ☐ | Smaller reporting company | ☐
|  | Emerging growth company | ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class |  | Outstanding at May 26, 2025 |
Common Stock |  | $0.01465 | par value | 549,894,589 |  |
Common Stock Nonvoting |  | $0.01 | par value | 0 |  |

Table of Contents
TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION | 3
Item 1. | Financial Statements | 3
| Consolidated Statements of Operations | 3
| Consolidated Statements of Comprehensive Income | 4
| Consolidated Statements of Financial Position | 5
| Consolidated Statements of Changes in Shareholders’ Investment | 6
| Consolidated Condensed Statements of Cash Flows | 8
| Notes to the Consolidated Financial Statements | 9
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 21
| Results of Operations | 21
| Overview | 21
| Consolidated Results | 22
| Segment Results | 24
| Related Party Transactions | 27
| Non-GAAP Measures | 27
| Liquidity and Capital Resources | 30
| Critical Accounting Estimates | 32
| Forward-looking Statements | 32
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 33
Item 4. | Controls and Procedures | 33
PART II - OTHER INFORMATION | 34
Item 1. | Legal Proceedings | 34
Item 1A. | Risk Factors | 34
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 34
Item 3. | Defaults Upon Senior Securities | 34
Item 4. | Mine Safety Disclosures | 34
Item 5. | Other Information | 34
Item 6. | Exhibits | 35
SIGNATURES | 36

2

Table of Contents
PART I – FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
HORMEL FOODS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited

| Quarter Ended |  | Six Months Ended
In thousands, except per share amounts | April 27, 2025 |  | April 28, 2024 |  | April 27, 2025 |  | April 28, 2024
Net Sales | $ | 2,898,810 |  |  | $ | 2,887,352 |  |  | $ | 5,887,623 |  |  | $ | 5,884,263 |
Cost of Products Sold | 2,414,377 |  |  | 2,383,546 |  |  | 4,927,957 |  |  | 4,871,723 |
Gross Profit | 484,433 |  |  | 503,806 |  |  | 959,666 |  |  | 1,012,539 |
Selling, General, and Administrative | 251,432 |  |  | 266,668 |  |  | 514,445 |  |  | 507,054 |
Equity in Earnings of Affiliates | 15,350 |  |  | 15,182 |  |  | 31,461 |  |  | 31,273 |
Operating Income | 248,352 |  |  | 252,320 |  |  | 476,682 |  |  | 536,758 |
Interest and Investment Income | 1,653 |  |  | 13,497 |  |  | 10,857 |  |  | 32,932 |
Interest Expense | 19,516 |  |  | 21,679 |  |  | 38,977 |  |  | 40,005 |
Earnings Before Income Taxes | 230,489 |  |  | 244,139 |  |  | 448,561 |  |  | 529,685 |
Provision for Income Taxes | 50,747 |  |  | 54,931 |  |  | 98,289 |  |  | 121,749 |
Net Earnings | 179,742 |  |  | 189,207 |  |  | 350,272 |  |  | 407,936 |
Less: Net Earnings (Loss) Attributable to Noncontrolling Interest | (275) |  |  | (70) |  |  | (320) |  |  | (204) |
Net Earnings Attributable to Hormel Foods Corporation | $ | 180,017 |  |  | $ | 189,278 |  |  | $ | 350,592 |  |  | $ | 408,140 |
Net Earnings Per Share |  |  |  |  |  |  |
Basic | $ | 0.33 |  |  | $ | 0.35 |  |  | $ | 0.64 |  |  | $ | 0.75 |
Diluted | $ | 0.33 |  |  | $ | 0.34 |  |  | $ | 0.64 |  |  | $ | 0.74 |
Weighted-average Shares Outstanding |  |  |  |  |  |  |
Basic | 550,277 |  | 547,868 |  | 549,868 |  |  | 547,444 |
Diluted | 550,611 |  | 548,685 |  | 550,233 |  |  | 548,303 |

See Notes to the Consolidated Financial Statements
3

Table of Contents
HORMEL FOODS CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Unaudited

| Quarter Ended |  | Six Months Ended
In thousands | April 27, 2025 |  | April 28, 2024 |  | April 27, 2025 |  | April 28, 2024
Net Earnings | $ | 179,742 |  |  | $ | 189,207 |  |  | $ | 350,272 |  |  | $ | 407,936 |
Other Comprehensive Income (Loss), Net of Tax: |  |  |  |  |  |  |
Foreign Currency Translation | (28,120) |  |  | (19,315) |  |  | (55,199) |  |  | (7,856) |
Pension and Other Benefits | 2,542 |  |  | 2,068 |  |  | 4,908 |  |  | 4,197 |
Derivatives and Hedging | (3,883) |  |  | 11,998 |  |  | 11,979 |  |  | 17,205 |
Equity Method Investments | 1,902 |  |  | (6,444) |  |  | 2,376 |  |  | (3,561) |
Total Other Comprehensive Income (Loss) | (27,559) |  |  | (11,693) |  |  | (35,936) |  |  | 9,985 |
Comprehensive Income | 152,183 |  |  | 177,515 |  |  | 314,336 |  |  | 417,921 |
Less: Comprehensive Income (Loss) Attributable to Noncontrolling Interest | (497) |  |  | (220) |  |  | (987) |  |  | (146) |
Comprehensive Income Attributable to Hormel Foods Corporation | $ | 152,680 |  |  | $ | 177,735 |  |  | $ | 315,323 |  |  | $ | 418,067 |

See Notes to the Consolidated Financial Statements
4

Table of Contents
HORMEL FOODS CORPORATION
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
Unaudited

In thousands, except share and per share amounts | April 27, 2025 |  | October 27, 2024
Assets |  |  |
Cash and Cash Equivalents | $ | 669,688 |  |  | $ | 741,881 |
Short-term Marketable Securities | 29,293 |  |  | 24,742 |
Accounts Receivable (Net of Allowance for Doubtful Accounts of $3,664 at April 27, 2025, and $3,712 at October 27, 2024) | 743,981 |  |  | 817,908 |
Inventories | 1,729,237 |  |  | 1,576,300 |
Taxes Receivable | 50,529 |  |  | 50,380 |
Prepaid Expenses and Other Current Assets | 59,341 |  |  | 35,265 |
Total Current Assets | 3,282,069 |  |  | 3,246,476 |
Goodwill | 4,920,635 |  |  | 4,923,487 |
Intangible Assets | 1,724,810 |  |  | 1,732,705 |
Pension Assets | 196,736 |  |  | 205,964 |
Investments in Affiliates | 682,810 |  |  | 719,481 |
Other Assets | 422,903 |  |  | 411,889 |
Property, Plant, and Equipment |  |  |
Land | 73,372 |  |  | 75,159 |
Buildings | 1,498,515 |  |  | 1,503,519 |
Equipment | 2,912,555 |  |  | 2,905,058 |
Construction in Progress | 297,683 |  |  | 228,726 |
Less: Allowance for Depreciation | (2,590,282) |  |  | (2,517,734) |
Net Property, Plant, and Equipment | 2,191,843 |  |  | 2,194,728 |
Total Assets | $ | 13,421,808 |  |  | $ | 13,434,729 |
Liabilities and Shareholders’ Investment |  |  |
Accounts Payable | $ | 716,892 |  |  | $ | 735,604 |
Accrued Expenses | 53,353 |  |  | 66,380 |
Accrued Marketing Expenses | 119,092 |  |  | 108,156 |
Employee-related Expenses | 239,392 |  |  | 283,490 |
Interest and Dividends Payable | 180,561 |  |  | 175,941 |
Taxes Payable | 11,125 |  |  | 21,916 |
Current Maturities of Long-term Debt | 7,249 |  |  | 7,813 |
Total Current Liabilities | 1,327,664 |  |  | 1,399,299 |
Long-term Debt Less Current Maturities | 2,850,697 |  |  | 2,850,944 |
Pension and Post-retirement Benefits | 384,678 |  |  | 379,891 |
Deferred Income Taxes | 594,504 |  |  | 589,366 |
Other Long-term Liabilities | 222,324 |  |  | 211,219 |
Shareholders’ Investment |  |  |
Preferred Stock, Par Value $0.01 a Share — Authorized 160,000,000 Shares; Issued — None | — |  |  | — |
Common Stock, Nonvoting, Par Value $0.01 a Share — Authorized 400,000,000 Shares; Issued — None | — |  |  | — |
Common Stock, Par Value $0.01465 a Share — Authorized 1,600,000,000 Shares; Shares Issued as of April 27, 2025: 549,887,595 Shares Issued as of October 27, 2024: 548,605,305 | 8,056 |  |  | 8,037 |
Additional Paid-in Capital | 614,189 |  |  | 571,178 |
Accumulated Other Comprehensive Loss | (298,601) |  |  | (263,331) |
Retained Earnings | 7,708,693 |  |  | 7,677,537 |
Hormel Foods Corporation Shareholders’ Investment | 8,032,337 |  |  | 7,993,420 |
Noncontrolling Interest | 9,604 |  |  | 10,590 |
Total Shareholders’ Investment | 8,041,941 |  |  | 8,004,011 |
Total Liabilities and Shareholders’ Investment | $ | 13,421,808 |  |  | $ | 13,434,729 |

See Notes to the Consolidated Financial Statement s
5

Table of Contents
HORMEL FOODS CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ INVESTMENT
Unaudited

| Quarter Ended April 28, 2024
|  |  | Hormel Foods Corporation Shareholders |  |  |  |
| Common Stock |  | Treasury Stock |  | Additional Paid-in Capital |  | Retained Earnings |  | Accumulated Other Comprehensive Income (Loss) |  | Non-controlling Interest |  | Total Shareholders’ Investment
In thousands, except per share amounts | Shares |  | Amount |  | Shares |  | Amount |  |  |  |  |
Balance at January 28, 2024 | 547,596 |  | $ | 8,021 |  |  | — |  | $ | — |  |  | $ | 529,715 |  |  | $ | 7,557,157 |  |  | $ | (250,783) |  |  | $ | 4,455 |  |  | $ | 7,848,566 |
Net Earnings (Loss) |  |  |  |  |  |  |  |  |  |  | 189,278 |  |  |  |  | (70) |  |  | 189,207 |
Other Comprehensive Income (Loss) |  |  |  |  |  |  |  |  |  |  |  |  | (11,543) |  |  | (150) |  |  | (11,693) |
Contribution from Noncontrolling Interest |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 6,228 |  |  | 6,228 |
Stock-based Compensation Expense | 52 |  | 1 |  |  |  |  |  |  | 10,559 |  |  |  |  |  |  |  |  | 10,561 |
Exercise of Stock Options/Restricted Shares | 382 |  | 6 |  |  |  |  |  |  | 8,555 |  |  |  |  |  |  |  |  | 8,561 |
Declared Dividends – $0.2825 per Share |  |  |  |  |  |  |  |  | 300 |  |  | (155,278) |  |  |  |  |  |  | (154,977) |
Balance at April 28, 2024 | 548,030 |  | $ | 8,028 |  |  | — |  | $ | — |  |  | $ | 549,130 |  |  | $ | 7,591,157 |  |  | $ | (262,325) |  |  | $ | 10,462 |  |  | $ | 7,896,452 |
| Quarter Ended April 27, 2025
|  |  | Hormel Foods Corporation Shareholders |  |  |  |
| Common Stock |  | Treasury Stock |  | Additional Paid-in Capital |  | Retained Earnings |  | Accumulated Other Comprehensive Income (Loss) |  | Non- controlling Interest |  | Total Shareholders’ Investment
In thousands, except per share amounts | Shares |  | Amount |  | Shares |  | Amount |  |  |  |  |
Balance at January 26, 2025 | 549,785 |  | $ | 8,054 |  |  | — |  | $ | — |  |  | $ | 602,887 |  |  | $ | 7,688,663 |  |  | $ | (271,263) |  |  | $ | 10,101 |  |  | $ | 8,038,442 |
Net Earnings (Loss) |  |  |  |  |  |  |  |  |  |  | 180,017 |  |  |  |  | (275) |  |  | 179,742 |
Other Comprehensive Income (Loss) |  |  |  |  |  |  |  |  |  |  |  |  | (27,338) |  |  | (222) |  |  | (27,559) |
Stock-based Compensation Expense | 54 |  | 1 |  |  |  |  |  |  | 11,079 |  |  |  |  |  |  |  |  | 11,080 |
Exercise of Stock Options/Restricted Shares | 48 |  | 1 |  |  |  |  |  |  | (156) |  |  |  |  |  |  |  |  | (156) |
Declared Dividends – $0.2900 per Share |  |  |  |  |  |  |  |  | 379 |  |  | (159,987) |  |  |  |  |  |  | (159,609) |
Balance at April 27, 2025 | 549,888 |  | $ | 8,056 |  |  | — |  | $ | — |  |  | $ | 614,189 |  |  | $ | 7,708,693 |  |  | $ | (298,601) |  |  | $ | 9,604 |  |  | $ | 8,041,941 |

See Notes to the Consolidated Financial Statements
6

Table of Contents
HORMEL FOODS CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ INVESTMENT
Unaudited

| Six Months Ended April 28, 2024
|  |  | Hormel Foods Corporation Shareholders |  |  |  |
| Common Stock |  | Treasury Stock |  | Additional Paid-in Capital |  | Retained Earnings |  | Accumulated Other Comprehensive Income (Loss) |  | Non-controlling Interest |  | Total Shareholders’ Investment
In thousands, except per share amounts | Shares |  | Amount |  | Shares |  | Amount |  |  |  |  |
Balance at October 29, 2023 | 546,599 |  |  | $ | 8,007 |  |  | — |  |  | $ | — |  |  | $ | 506,179 |  |  | $ | 7,492,952 |  |  | $ | (272,252) |  |  | $ | 4,100 |  |  | $ | 7,738,985 |
Net Earnings (Loss) |  |  |  |  |  |  |  |  |  |  | 408,140 |  |  |  |  | (204) |  |  | 407,936 |
Other Comprehensive Income (Loss) |  |  |  |  |  |  |  |  |  |  |  |  | 9,927 |  |  | 59 |  |  | 9,985 |
Contribution from Noncontrolling Interest |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 6,508 |  |  | 6,508 |
Stock-based Compensation Expense | 52 |  |  | 1 |  |  |  |  |  |  | 15,004 |  |  |  |  |  |  |  |  | 15,005 |
Exercise of Stock Options/Restricted Shares | 1,378 |  |  | 20 |  |  |  |  |  |  | 27,439 |  |  |  |  |  |  |  |  | 27,459 |
Declared Dividends – $0.5650 per Share |  |  |  |  |  |  |  |  | 509 |  |  | (309,935) |  |  |  |  |  |  | (309,426) |
Balance at April 28, 2024 | 548,030 |  |  | $ | 8,028 |  |  | — |  |  | $ | — |  |  | $ | 549,130 |  |  | $ | 7,591,157 |  |  | $ | (262,325) |  |  | $ | 10,462 |  |  | $ | 7,896,452 |
| Six Months Ended April 27, 2025
|  |  | Hormel Foods Corporation Shareholders |  |  |  |
| Common Stock |  | Treasury Stock |  | Additional Paid-in Capital |  | Retained Earnings |  | Accumulated Other Comprehensive Income (Loss) |  | Non- controlling Interest |  | Total Shareholders’ Investment
In thousands, except per share amounts | Shares |  | Amount |  | Shares |  | Amount |  |  |  |  |
Balance at October 27, 2024 | 548,605 |  |  | $ | 8,037 |  |  | — |  |  | $ | — |  |  | $ | 571,178 |  |  | $ | 7,677,537 |  |  | $ | (263,331) |  |  | $ | 10,590 |  |  | $ | 8,004,011 |
Net Earnings (Loss) |  |  |  |  |  |  |  |  |  |  | 350,592 |  |  |  |  | (320) |  |  | 350,272 |
Other Comprehensive Income (Loss) |  |  |  |  |  |  |  |  |  |  |  |  | (35,270) |  |  | (666) |  |  | (35,936) |
Stock-based Compensation Expense | 54 |  |  | 1 |  |  |  |  |  |  | 16,534 |  |  |  |  |  |  |  |  | 16,535 |
Exercise of Stock Options/Restricted Shares | 1,228 |  |  | 18 |  |  |  |  |  |  | 25,823 |  |  |  |  |  |  |  |  | 25,841 |
Declared Dividends – $0.5800 per Share |  |  |  |  |  |  |  |  | 654 |  |  | (319,436) |  |  |  |  |  |  | (318,782) |
Balance at April 27, 2025 | 549,888 |  |  | $ | 8,056 |  |  | — |  |  | $ | — |  |  | $ | 614,189 |  |  | $ | 7,708,693 |  |  | $ | (298,601) |  |  | $ | 9,604 |  |  | $ | 8,041,941 |

See Notes to the Consolidated Financial Statements
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HORMEL FOODS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
Unaudited

| Six Months Ended
In thousands | April 27, 2025 |  | April 28, 2024
Operating Activities |  |  |
Net Earnings | $ | 350,272 |  |  | $ | 407,936 |
Adjustments to Reconcile to Net Cash Provided by (Used in) Operating Activities: |  |  |
Depreciation and Amortization | 129,835 |  |  | 127,696 |
Equity in Earnings of Affiliates | (31,461) |  |  | (31,273) |
Distributions Received from Equity Method Investees | 26,144 |  |  | 25,731 |
Provision for Deferred Income Taxes | (286) |  |  | (468) |
Non-cash Investment Activities | 1,265 |  |  | (14,804) |
Stock-based Compensation Expense | 16,535 |  |  | 15,005 |
Loss (Gain) on Sale of Business | 10,800 |  |  | — |
Operating Lease Cost | 19,107 |  |  | 18,191 |
Other Non-cash, Net | 2,602 |  |  | 13,501 |
Changes in Operating Assets and Liabilities: |  |  |
Decrease (Increase) in Accounts Receivable | 70,560 |  |  | 87,685 |
Decrease (Increase) in Inventories | (155,901) |  |  | 7,386 |
Decrease (Increase) in Prepaid Expenses and Other Assets | (4,899) |  |  | 10,279 |
Increase (Decrease) in Pension and Post-retirement Benefits | 20,635 |  |  | 21,504 |
Increase (Decrease) in Accounts Payable and Accrued Expenses | (77,321) |  |  | (77,665) |
Increase (Decrease) in Net Income Taxes Payable | (12,239) |  |  | 29,423 |
Net Cash Provided by (Used in) Operating Activities | 365,646 |  |  | 640,127 |
Investing Activities |  |  |
Net Sale (Purchase) of Securities | (4,735) |  |  | (5,499) |
Proceeds from Sale of Business | 13,139 |  |  | — |
Purchases of Property, Plant, and Equipment | (147,250) |  |  | (107,175) |
Proceeds from Sales of Property, Plant, and Equipment | 82 |  |  | 397 |
Proceeds from (Purchases of) Affiliates and Other Investments | (2,699) |  |  | (450) |
Proceeds from Company-owned Life Insurance | 2,795 |  |  | 11 |
Net Cash Provided by (Used in) Investing Activities | (138,668) |  |  | (112,716) |
Financing Activities |  |  |
Proceeds from Long-term Debt | — |  |  | 497,765 |
Payment of Debt Issuance Costs | — |  |  | (1,105) |
Repayments of Long-term Debt and Finance Leases | (4,245) |  |  | (4,520) |
Dividends Paid on Common Stock | (314,225) |  |  | (305,035) |
Proceeds from Exercise of Stock Options | 25,841 |  |  | 27,459 |
Proceeds from Noncontrolling Interest | — |  |  | 6,508 |
Net Cash Provided by (Used in) Financing Activities | (292,629) |  |  | 221,072 |
Effect of Exchange Rate Changes on Cash | (6,542) |  |  | 1,353 |
Increase (Decrease) in Cash and Cash Equivalents | (72,193) |  |  | 749,836 |
Cash and Cash Equivalents at Beginning of Year | 741,881 |  |  | 736,532 |
Cash and Cash Equivalents at End of Period | $ | 669,688 |  |  | $ | 1,486,368 |
Supplemental Non-cash Financing and Investing Activities: |  |  |
Purchases of property, plant, and equipment included in accounts payable | $ | 20,383 |  |  | $ | 14,147 |

See Notes to the Consolidated Financial Statements
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HORMEL FOODS CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation: The accompanying unaudited consolidated financial statements of Hormel Foods Corporation (the Company) have been prepared in accordance with accounting principles generally accepted in the United States (U.S.) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include certain information and footnotes required by U.S. generally accepted accounting principles (GAAP) for comprehensive financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results and cash flows for the interim period are not necessarily indicative of the results that may be expected for the full year.
These statements should be reviewed in conjunction with the consolidated financial statements and associated notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 27, 2024. The significant accounting policies used in preparing these interim consolidated financial statements are consistent with those described in Note A - Summary of Significant Accounting Policies to the consolidated financial statements in the Form 10-K. The Company has determined there have been no material changes in the Company’s significant accounting policies, including estimates and assumptions, as disclosed in its Annual Report on Form 10-K for the fiscal year ended October 27, 2024.
Rounding: Certain amounts in the consolidated financial statements and associated notes may not foot due to rounding. All percentages have been calculated using unrounded amounts.
Reclassifications: Certain reclassifications of previously reported amounts have been made to conform to the current year presentation.
Accounting Changes and Recent Accounting Pronouncements:
New Accounting Pronouncements Not Yet Adopted
In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The update is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. The ASU requires disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker (CODM), a description of other segment items by reportable segment, and allows the disclosure of additional measures of a segment’s profit or loss used by the CODM when deciding how to allocate resources. The ASU also requires all annual disclosures currently required by Topic 280 to be included in interim periods. The update is effective for the Company's fiscal year ending October 26, 2025, and interim periods for the fiscal year ending October 25, 2026. Early adoption is permitted and requires retrospective application to all prior periods presented in the financial statements. The Company is currently assessing the impact of adopting the updated provisions.
In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The update is intended to enhance transparency and decision usefulness of income tax disclosures. This ASU updates income tax disclosure requirements by requiring specific categories and greater disaggregation within the rate reconciliation and disaggregation of income taxes paid by jurisdiction. The update is effective for the Company's fiscal year ending October 25, 2026. The Company is currently assessing the impact of adopting the updated provisions.
In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The new guidance is intended to provide investors more detailed disclosures around specific types of expenses. The new disclosures require certain details for expenses presented on the face of the Consolidated Statements of Operations as well as selling expenses to be presented in the notes to the financial statements. The guidance is effective for the Company's annual period ending October 29, 2028, and interim periods for the fiscal year ending October 28, 2029. The disclosure updates are required to be applied prospectively with the option for retrospective application. The Company is currently assessing the impact of adopting the updated provisions.
Recently issued accounting standards or pronouncements not disclosed have been excluded as they are currently not relevant to the Company.
NOTE B - ACQUISITIONS AND DIVESTITURES
Divestitures: On October 18, 2024, the Company sold its equity interests in Hormel Health Labs, LLC (Hormel Health Labs) and related assets to Lyons Health Labs Holdco, LLC for $24.5 million. The divestiture resulted in a pre-tax gain of $3.9 million, net of
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transaction costs, which was recognized in Selling, General, and Administrative. Results of operations for Hormel Health Labs were reflected within the Foodservice segment through the date of divestiture.
On November 18, 2024, the Company sold its equity interests in a non-core sow operation, Mountain Prairie, LLC, and related assets to Chaparral Ranches, LLC for $13.6 million. The divestiture resulted in a pre-tax loss of $11.3 million, including transaction costs, which was recognized in Selling, General, and Administrative. Results of operations for Mountain Prairie, LLC were primarily reflected within the Retail segment through the date of divestiture.
NOTE C - GOODWILL AND INTANGIBLE ASSETS
Goodwill: The change in the carrying amount of goodwill for the six months ended April 27, 2025, is:

In thousands | Retail |  | Foodservice |  | International |  | Total
Balance at October 27, 2024 | $ | 2,916,796 |  |  | $ | 1,748,355 |  |  | $ | 258,336 |  |  | $ | 4,923,487 |
Foreign Currency Translation | — |  |  | — |  |  | (2,852) |  |  | (2,852) |
Balance at April 27, 2025 | $ | 2,916,796 |  |  | $ | 1,748,355 |  |  | $ | 255,484 |  |  | $ | 4,920,635 |

Intangible Assets: The intangible assets by type are:

|  | April 27, 2025 |  | October 27, 2024
In thousands |  | Gross Carrying Amount |  | Accumulated Amortization |  | Net Carrying Amount |  | Gross Carrying Amount |  | Accumulated Amortization |  | Net Carrying Amount
Definite-lived Intangible Assets |  |  |  |  |  |  |  |  |  |  |  |
Customer Relationships |  | $ | 143,139 |  |  | $ | (73,516) |  |  | $ | 69,623 |  |  | $ | 168,239 |  |  | $ | (93,536) |  |  | $ | 74,703 |
Other Definite-lived Intangibles |  | 59,241 |  |  | (22,233) |  |  | 37,008 |  |  | 59,241 |  |  | (20,107) |  |  | 39,134 |
Trade Names/Trademarks |  | 6,210 |  |  | (6,210) |  |  | — |  |  | 6,210 |  |  | (5,996) |  |  | 214 |
Foreign Currency Translation |  | — |  |  | (4,518) |  |  | (4,518) |  |  | — |  |  | (4,458) |  |  | (4,458) |
Total Definite-lived Intangible Assets |  | $ | 208,590 |  |  | $ | (106,477) |  |  | $ | 102,113 |  |  | $ | 233,690 |  |  | $ | (124,097) |  |  | $ | 109,593 |
Indefinite-lived Intangible Assets |  |  |  |  |  |  |  |  |  |  |  |
Brands/Trade Names/Trademarks |  |  |  |  |  | $ | 1,629,582 |  |  |  |  |  |  | $ | 1,629,582 |
Other Indefinite-lived Intangibles |  |  |  |  |  | 184 |  |  |  |  |  |  | 184 |
Foreign Currency Translation |  |  |  |  |  | (7,069) |  |  |  |  |  |  | (6,655) |
Total Indefinite-lived Intangible Assets |  |  |  |  |  | 1,622,697 |  |  |  |  |  |  | 1,623,112 |
Total Intangible Assets |  |  |  |  |  | $ | 1,724,810 |  |  |  |  |  |  | $ | 1,732,705 |

Amortization expense on intangible assets is as follows:

| Quarter Ended |  |  |  | Six Months Ended
In thousands | April 27, 2025 |  | April 28, 2024 |  |  |  | April 27, 2025 |  | April 28, 2024 |
Amortization Expense | $ | 3,588 |  |  | $ | 3,978 |  |  |  |  | $ | 7,418 |  |  | $ | 8,442 |  |

Estimated annual amortization expense on intangible assets for the five fiscal years after October 27, 2024, is as follows:

In thousands | Amortization Expense
2025 | $ | 14,624 |
2026 | 14,169 |
2027 | 13,927 |
2028 | 12,972 |
2029 | 11,504 |

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NOTE D - INVESTMENTS IN AFFILIATES
Equity in Earnings of Affiliates consists of:

|  |  | Quarter Ended |  | Six Months Ended
In thousands | % Owned |  | April 27, 2025 |  | April 28, 2024 |  | April 27, 2025 |  | April 28, 2024
MegaMex Foods, LLC(1) | 50% |  | $ | 8,473 |  |  | $ | 8,288 |  |  | $ | 17,776 |  |  | $ | 16,379 |
Other Equity Method Investments(2) | Various (25-45%) |  | 6,877 |  |  | 6,894 |  |  | 13,685 |  |  | 14,894 |
Total Equity in Earnings of Affiliates |  | $ | 15,350 |  |  | $ | 15,182 |  |  | $ | 31,461 |  |  | $ | 31,273 |

(1) MegaMex Foods, LLC is reflected in the Retail segment.
(2) Other Equity Method Investments are primarily reflected in the International segment but also include corporate venturing investments.
Distributions received from equity method investees consists of:

| Quarter Ended |  | Six Months Ended
In thousands | April 27, 2025 |  | April 28, 2024 |  | April 27, 2025 |  | April 28, 2024
Dividends | $ | 6,250 |  |  | $ | 10,000 |  |  | $ | 26,144 |  |  | $ | 25,731 |

The Company recognized basis differences of $324.8 million upon the purchase of a minority interest in PT Garudafood Putra Putri Jaya Tbk (Garudafood) and $21.3 million associated with the formation of MegaMex Foods, LLC. As of April 27, 2025, basis differences of $298.4 million, which includes the impact of foreign currency translation, and $8.0 million were remaining for Garudafood and MegaMex Foods, LLC, respectively. The basis differences associated with definite-lived assets are being amortized through Equity in Earnings of Affiliates over the associated useful lives. Based on quoted market prices, the fair value of the common stock held in Garudafood was $242.2 million as of April 25, 2025.
NOTE E - INVENTORIES
Principal components of inventories are:

In thousands | April 27, 2025 |  | October 27, 2024
Finished Products | $ | 1,035,774 |  |  | $ | 881,295 |
Raw Materials and Work-in-Process | 431,747 |  |  | 427,834 |
Operating Supplies | 135,818 |  |  | 147,333 |
Maintenance Materials and Parts | 125,898 |  |  | 119,837 |
Total Inventories | $ | 1,729,237 |  |  | $ | 1,576,300 |

NOTE F - DERIVATIVES AND HEDGING
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.
Cash Flow Commodity Hedges: The Company uses futures, swaps, and options contracts to offset price fluctuations in the Company’s future purchases of grain, lean hogs, natural gas, and diesel fuel. These contracts are designated as cash flow hedges; therefore, the related gains or losses are reported in Accumulated Other Comprehensive Loss (AOCL) and reclassified into earnings, through Cost of Products Sold, in the periods in which the hedged transactions affect earnings. The Company typically does not hedge its grain, natural gas, or diesel fuel exposure beyond two fiscal years and its lean hog exposure beyond one fiscal year.
Fair Value Commodity Hedges: The Company designates the futures it uses to minimize the price risk assumed when fixed forward priced contracts are offered to the Company’s lean hog and grain suppliers as fair value hedges. The programs are intended to make the forward priced commodities cost nearly the same as cash market purchases at the date of delivery. Changes in the fair value of the futures contracts and the gain or loss on the hedged purchase commitment are marked-to-market through earnings and recorded 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.
Cash Flow Interest Rate Hedges: In the second quarter of fiscal 2021, the Company designated two separate interest rate locks as cash flow hedges to manage interest rate risk associated with anticipated debt transactions. The total notional amount of the Company’s locks was $1.25 billion. In the third quarter of fiscal 2021, the associated unsecured senior notes were issued with a tenor of seven and thirty years and both locks were lifted (See Note K - Long-term Debt and Other Borrowing
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Arrangements). Mark-to-market gains and losses on these instruments were deferred as a component of AOCL. The resulting gain in AOCL is reclassified to Interest Expense in the period in which the hedged transactions affect earnings.
Fair Value Interest Rate Hedge: In the first quarter of fiscal 2022, the Company entered into an interest rate swap to protect against changes in the fair value of a portion of previously issued senior unsecured notes attributable to the change in the benchmark interest rate. The hedge specifically designated the last $450 million of the $950 million aggregate principal amount of its 0.650% notes due June 2024 (the 2024 Notes). 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 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: The Company holds certain futures and swap contracts to manage the Company’s exposure to fluctuations in grain and pork commodity markets for which it has not applied hedge accounting. Activity related to derivatives not designated for hedge accounting was immaterial to the consolidated financial statements during the quarter and six months ended April 27, 2025, and April 28, 2024.
Volume: The Company’s outstanding contracts related to its commodity hedging programs include:

In millions | April 27, 2025 |  | October 27, 2024
Corn | 30.7 |  | bushels |  | 29.2 |  | bushels
Lean Hogs | 200.6 |  | pounds |  | 175.6 |  | pounds
Natural Gas | 3.0 |  | MMBtu |  | 4.2 |  | MMBtu
Diesel Fuel | 6.0 |  | gallons |  | 4.0 |  | gallons

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

| April 27, 2025 | October 27, 2024
In thousands |  | Assets |  | Liabilities |  | Assets |  | Liabilities
Gross Fair Value of Commodity Contracts |  | $ | 11,120 |  |  | $ | (3,055) |  |  | $ | 9,851 |  |  | $ | (12,638) |
Counterparty and Collateral Netting Offset(1) |  | 2,276 |  |  | 3,055 |  |  | (1,785) |  |  | 12,638 |
Amounts Recognized on Consolidated Statements of Financial Position(2) |  | $ | 13,396 |  |  | $ | — |  |  | $ | 8,066 |  |  | $ | — |

(1) Per the terms of the Company’s master netting arrangements, the gross fair value of the Company’s commodity contracts was offset by the right to reclaim net cash collateral of $5.3 million (including cash of $5.6 million and $0.2 million of realized loss) as of April 27, 2025, and the right to reclaim net cash collateral of $10.9 million (including cash of $26.5 million and $15.6 million of realized loss) as of October 27, 2024.
(2) The Company’s commodity contracts are reflected in Prepaid Expenses and Other Current Assets.
Fair Value Hedge - Assets (Liabilities): The carrying amount of the Company’s fair value hedged assets (liabilities) are:

In thousands | Location on Consolidated Statements of Financial Position | April 27, 2025 |  | October 27, 2024
Commodity Contracts | Accounts Payable(1) | $ | 2 |  |  | $ | (2,902) |

(1) Represents the carrying amount of fair value hedged assets and liabilities, which are offset by other assets included in master netting arrangements described above.
Accumulated Other Comprehensive Loss Impact: As of April 27, 2025, the Company included in AOCL pre-tax hedging gains of $7.5 million on commodity contracts and gains of $11.0 million related to interest rate settled positions. The Company expects to recognize the majority of the gains on commodity contracts over the next twelve months. Gains on interest rate contracts offset the hedged interest payments over the tenor of the associated debt instruments.
The pre-tax gains (losses) recognized in AOCL related to the Company’s derivative instruments are:

| Quarter Ended |  | Six Months Ended
In thousands |  | April 27, 2025 |  | April 28, 2024 |  | April 27, 2025 |  | April 28, 2024
Commodity Contracts |  | $ | (6,135) |  |  | $ | 7,299 |  |  | $ | 13,000 |  |  | $ | 1,685 |
Excluded Component(1) |  | (96) |  |  | 657 |  |  | (183) |  |  | 1,813 |

(1) Represents the time value of commodity options excluded from the assessment of effectiveness for which the difference between changes in fair value and periodic amortization is recorded in AOCL.
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The pre-tax gains (losses) reclassified from AOCL into earnings related to the Company’s derivative instruments are:

| Location on Consolidated Statements of Operations | Quarter Ended |  | Six Months Ended
In thousands |  | April 27, 2025 |  | April 28, 2024 |  | April 27, 2025 |  | April 28, 2024
Commodity Contracts | Cost of Products Sold |  | $ | (1,326) |  |  | $ | (8,155) |  |  | $ | (3,467) |  |  | $ | (19,756) |
Interest Rate Contracts | Interest Expense |  | 247 |  |  | 247 |  |  | 494 |  |  | 494 |

See Note H - Accumulated Other Comprehensive Loss for the after-tax impact of these gains or losses on Net Earnings.
Consolidated Statements of Operations Impact: The effect on the Consolidated Statements of Operations for pre-tax gains (losses) related to the Company’s derivative instruments are:

| Quarter Ended |  | Six Months Ended
In thousands | April 27, 2025 |  | April 28, 2024 |  | April 27, 2025 |  | April 28, 2024
Net Earnings Attributable to Hormel Foods Corporation | $ | 180,017 |  |  | $ | 189,278 |  |  | $ | 350,592 |  |  | $ | 408,140 |
Cash Flow Hedges - Commodity Contracts |  |  |  |  |  |  |
Gain (Loss) Reclassified from AOCL | (1,326) |  |  | (8,155) |  |  | (3,467) |  |  | (19,756) |
Amortization of Excluded Component from Options | (211) |  |  | (850) |  |  | (419) |  |  | (2,006) |
Fair Value Hedges - Commodity Contracts |  |  |  |  |  |  |
Gain (Loss) on Commodity Futures(1) | (571) |  |  | 1,033 |  |  | 1,133 |  |  | 4,628 |
Total Gain (Loss) on Commodity Contracts(2) | (2,107) |  |  | (7,972) |  |  | (2,753) |  |  | (17,134) |
Cash Flow Hedges - Interest Rate Contracts |  |  |  |  |  |  |
Gain (Loss) Reclassified from AOCL | 247 |  |  | 247 |  |  | 494 |  |  | 494 |
Fair Value Hedge - Interest Rate Contracts |  |  |  |  |  |  |
Amortization of Loss Due to Discontinuance of Fair Value Hedge(3) | — |  |  | (3,125) |  |  | — |  |  | (6,250) |
Total Gain (Loss) on Interest Rate Contracts(4) | 247 |  |  | (2,878) |  |  | 494 |  |  | (5,755) |
Total Gain (Loss) Recognized in Earnings | $ | (1,860) |  |  | $ | (10,849) |  |  | $ | (2,259) |  |  | $ | (22,890) |

(1) Represents gains or losses on commodity contracts designated as fair value hedges that were closed during the quarter and six months ended April 27, 2025, and April 28, 2024, 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.
(2) Total Gain (Loss) on Commodity Contracts is recognized in earnings through Cost of Products Sold.
(3) Represents the fair value hedging adjustment amortized through earnings.
(4) Total Gain (Loss) on Interest Rate Contracts is recognized in earnings through Interest Expense.
NOTE G - PENSION AND OTHER POST-RETIREMENT BENEFITS
Net periodic cost of defined benefit plans consists of:

| Pension Benefits
| Quarter Ended |  | Six Months Ended
In thousands | April 27, 2025 |  | April 28, 2024 |  | April 27, 2025 |  | April 28, 2024
Service Cost | $ | 11,973 |  |  | $ | 9,023 |  |  | $ | 23,947 |  |  | $ | 18,076 |
Interest Cost | 17,646 |  |  | 18,336 |  |  | 35,292 |  |  | 36,672 |
Expected Return on Plan Assets | (21,737) |  |  | (19,377) |  |  | (43,474) |  |  | (38,755) |
Amortization of Prior Service Cost (Credit) | 319 |  |  | (221) |  |  | 639 |  |  | (443) |
Recognized Actuarial Loss (Gain) | 3,014 |  |  | 3,317 |  |  | 6,027 |  |  | 6,634 |
Net Periodic Cost | $ | 11,215 |  |  | $ | 11,077 |  |  | $ | 22,431 |  |  | $ | 22,183 |

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| Post-retirement Benefits
| Quarter Ended |  | Six Months Ended
In thousands | April 27, 2025 |  | April 28, 2024 |  | April 27, 2025 |  | April 28, 2024
Service Cost | $ | 41 |  |  | $ | 41 |  |  | $ | 83 |  |  | $ | 82 |
Interest Cost | 2,479 |  |  | 2,896 |  |  | 4,959 |  |  | 5,792 |
Amortization of Prior Service Cost (Credit) | (14) |  |  | 2 |  |  | (12) |  |  | 4 |
Recognized Actuarial Loss (Gain) | (40) |  |  | (318) |  |  | (80) |  |  | (635) |
Net Periodic Cost | $ | 2,466 |  |  | $ | 2,622 |  |  | $ | 4,950 |  |  | $ | 5,244 |

Non-service cost components of net pension and post-retirement benefit cost are presented within Interest and Investment Income.
NOTE H - ACCUMULATED OTHER COMPREHENSIVE LOSS
Components of Accumulated Other Comprehensive Loss are as follows:

In thousands | Foreign Currency Translation |  | Pension & Other Benefits |  | Derivatives & Hedging |  | Equity Method Investments |  | Accumulated Other Comprehensive Loss
Balance at January 26, 2025 | $ | (97,427) |  |  | $ | (184,959) |  |  |  | $ | 17,853 |  |  |  | $ | (6,730) |  |  |  | $ | (271,263) |
Unrecognized Gains (Losses) | — |  |  |  |  |  | — |  |  |  |  |  |  |
Gross | (27,898) |  |  | 73 |  |  |  | (6,231) |  |  |  | 81 |  |  |  | (33,976) |
Tax Effect | — |  |  | — |  |  |  | 1,521 |  |  |  | — |  |  |  | 1,521 |
Reclassification into Net Earnings | — |  |  | — |  |  |  | — |  |  |  |  |  |  | — |
Gross | — |  |  | 3,279 |  | (1) |  | 1,079 |  | (2) |  | 1,821 |  | (3) |  | 6,179 |
Tax Effect | — |  |  | (810) |  |  |  | (252) |  |  |  | — |  |  |  | (1,062) |
Change Net of Tax | (27,898) |  |  | 2,542 |  |  |  | (3,883) |  |  |  | 1,902 |  |  |  | (27,338) |
Balance at April 27, 2025 | $ | (125,326) |  |  | $ | (182,417) |  |  |  | $ | 13,970 |  |  |  | $ | (4,828) |  |  |  | $ | (298,601) |
Balance at October 27, 2024 | $ | (70,794) |  |  | $ | (187,325) |  |  |  | $ | 1,991 |  |  |  | $ | (7,204) |  |  |  | $ | (263,331) |
Unrecognized Gains (Losses) |  |  |  |  |  |  |  |  |  |  |  |
Gross | (54,532) |  |  | (46) |  |  |  | 12,817 |  |  |  | (849) |  |  |  | (42,610) |
Tax Effect | — |  |  | — |  |  |  | (3,113) |  |  |  | — |  |  |  | (3,113) |
Reclassification into Net Earnings |  |  |  |  |  |  |  |  |  |  |  |
Gross | — |  |  | 6,574 |  | (1) |  | 2,973 |  | (2) |  | 3,225 |  | (3) |  | 12,772 |
Tax Effect | — |  |  | (1,620) |  |  |  | (699) |  |  |  | — |  |  |  | (2,319) |
Change Net of Tax | (54,532) |  |  | 4,908 |  |  |  | 11,979 |  |  |  | 2,376 |  |  |  | (35,270) |
Balance at April 27, 2025 | $ | (125,326) |  |  | $ | (182,417) |  |  |  | $ | 13,970 |  |  |  | $ | (4,828) |  |  |  | $ | (298,601) |

(1) Included in computation of net periodic cost. See Note G - Pension and Other Post-Retirement Benefits for additional information.
(2) Included in Cost of Products Sold and Interest Expense. See Note F - Derivatives and Hedging for additional information.
(3) Included in Equity in Earnings of Affiliates.
NOTE I - FAIR VALUE MEASUREMENTS
Accounting guidance establishes a fair value hierarchy which requires assets and liabilities measured at fair value to be categorized into one of three levels based on the inputs used in the valuation. The three levels are defined as follows:
Level 1: Observable inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Observable inputs, other than those included in Level 1, based on quoted prices for similar assets and liabilities in active markets, or quoted prices for identical assets and liabilities in inactive markets.
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Level 3: Unobservable inputs that reflect an entity’s own assumptions about what inputs a market participant would use in pricing the asset or liability based on the best information available in the circumstances.
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 27, 2025
In thousands | Total Fair Value |  | Quoted Prices in Active Markets for Identical Assets (Level 1) |  | Significant Other Observable Inputs (Level 2) |  | Significant Unobservable Inputs (Level 3)
Assets at Fair Value |  |  |  |  |  |  |
Short-term Marketable Securities | $ | 29,293 |  |  | $ | 6,055 |  |  | $ | 23,238 |  |  | $ | — |
Other Trading Securities | 208,649 |  |  | — |  |  | 208,649 |  |  | — |
Commodity Derivatives | 11,160 |  |  | 10,586 |  |  | 574 |  |  | — |
Total Assets at Fair Value | $ | 249,102 |  |  | $ | 16,641 |  |  | $ | 232,461 |  |  | $ | — |
Liabilities at Fair Value |  |  |  |  |  |  |
Deferred Compensation | $ | 59,521 |  |  | $ | — |  |  | $ | 59,521 |  |  | $ | — |
Commodity Derivatives | 3,078 |  |  | 2,131 |  |  | 946 |  |  | — |
Total Liabilities at Fair Value | $ | 62,598 |  |  | $ | 2,131 |  |  | $ | 60,467 |  |  | $ | — |

| Fair Value Measurements at October 27, 2024
In thousands | Total Fair Value |  | Quoted Prices in Active Markets for Identical Assets (Level 1) |  | Significant Other Observable Inputs (Level 2) |  | Significant Unobservable Inputs (Level 3)
Assets at Fair Value |  |  |  |  |  |  |
Short-term Marketable Securities | $ | 24,742 |  |  | $ | 5,134 |  |  | $ | 19,608 |  |  | $ | — |
Other Trading Securities | 209,729 |  |  | — |  |  | 209,729 |  |  | — |
Commodity Derivatives | 9,890 |  |  | 9,575 |  |  | 314 |  |  | — |
Total Assets at Fair Value | $ | 244,361 |  |  | $ | 14,710 |  |  | $ | 229,652 |  |  | $ | — |
Liabilities at Fair Value |  |  |  |  |  |  |
Deferred Compensation | $ | 62,101 |  |  | $ | — |  |  | $ | 62,101 |  |  | $ | — |
Commodity Derivatives | 12,638 |  |  | 11,127 |  |  | 1,510 |  |  | — |
Total Liabilities at Fair Value | $ | 74,738 |  |  | $ | 11,127 |  |  | $ | 63,611 |  |  | $ | — |

The following methods and assumptions were used to estimate the fair value of the financial assets and liabilities above:
Short-term Marketable Securities: The Company holds securities as part of a portfolio maintained to generate investment income and to provide cash for operations of the Company, if necessary. The portfolio is managed by a third party who is responsible for daily trading activities, and all assets within the portfolio are highly liquid. The cash, U.S. government securities, and money market funds held by the portfolio are classified as Level 1. The current investment portfolio also includes corporate bonds and other asset backed securities for which there is an active, quoted market. Market prices are obtained from a variety of industry providers, large financial institutions, and other third-party sources to calculate a representative daily market value, and therefore, these securities are classified as Level 2.
Deferred Compensation and Other Trading Securities: The Company maintains a rabbi trust to fund certain supplemental executive retirement plans and deferred compensation plans. These funds are managed by a third-party insurance policy, and the funds' values represent their cash surrender value based on the fair value of the underlying investments in the account. These policies are classified as Level 2. The majority of the funds held in the rabbi trust relate to supplemental executive retirement plans and are invested in fixed income investments. The declared rate on these investments 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. During the quarter and six months ended April 27, 2025, investments held by the rabbi trust
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generated losses of $3.7 million and $1.1 million, respectively, compared to gains of $2.4 million and $13.9 million for the quarter and six months ended April 28, 2024, respectively.
Under the Company’s deferred compensation plans, participants can defer certain types of compensation and elect to receive a return based on the changes in fair value of various investment options, which include equity securities, money market accounts, bond funds, or other portfolios for which there is an active quoted market. The Company also offers a fixed rate investment option to participants. The rate earned on these investments is adjusted annually based on a specified percent of the U.S. Internal Revenue Service (IRS) applicable federal rates. These liabilities are classified as Level 2. The Company's funding in the rabbi trust related to deferred compensation plans generally mirrors the investment selections within the plans.
Commodity Derivatives: 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, lean hogs, and pork, and to minimize the price risk assumed when forward-priced contracts are offered to the Company’s commodity suppliers. The Company’s futures and options contracts for corn are traded on the Chicago Board of Trade, while futures contracts for lean hogs are traded on the Chicago Mercantile Exchange. These are active markets with quoted prices available, and these contracts are classified as Level 1. The Company holds natural gas, diesel fuel, and pork swap contracts that are over-the-counter instruments classified as Level 2. The value of the natural gas and diesel fuel swap contracts is calculated using quoted prices from the New York Mercantile Exchange, and the value of the pork swap contracts are calculated using a futures implied U.S. Department of Agriculture estimated pork cut-out value. All derivatives are reviewed for potential credit risk and risk of nonperformance. The net balance for commodity derivatives is included in Prepaid Expenses and Other Current Assets or Accounts Payable, as appropriate.
The Company’s financial assets and liabilities include cash and cash equivalents, accounts receivable, accounts payable, and other liabilities, for which carrying value approximates fair value due to their short-term maturities. 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 $2.5 billion as of April 27, 2025, and October 27, 2024. See Note K - Long-term Debt and Other Borrowing Arrangements for additional information.
The Company measures certain nonfinancial assets and liabilities including goodwill, intangible assets, and property, plant, and equipment at fair value on a nonrecurring basis. There were no material fair value remeasurements of nonfinancial assets or liabilities during the quarter and six months ended April 27, 2025, and April 28, 2024.
NOTE J - COMMITMENTS AND CONTINGENCIES
There were no material changes outside the ordinary course of business during the quarter and six months ended April 27, 2025, to the purchase commitments and other commitments and guarantees last disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended October 27, 2024.
Legal Proceedings: The Company is a party to various legal proceedings related to the ongoing operation of its business, including claims both by and against the Company. At any time, such proceedings typically involve claims related to product liability, labeling, contracts, antitrust regulations, intellectual property, competition laws, employment practices, or other actions brought by employees, customers, consumers, competitors, regulators, or suppliers. The Company establishes accruals for its potential exposure, as appropriate, for claims against the Company when losses become probable and reasonably estimable. However, future developments or settlements are uncertain and may require the Company to change such accruals as proceedings progress. Resolution of any currently known matter, either individually or in the aggregate, is not expected to have a material effect on the Company’s financial condition, results of operations, or liquidity.
Pork Antitrust Litigation
Beginning in June 2018, a series of class action complaints were filed against the Company, as well as several other pork-processing companies and a benchmarking service called Agri Stats, in the U.S. District Court for the District of Minnesota styled In re Pork Antitrust Litigation (the Pork Antitrust Litigation). The Class Plaintiffs alleged, 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. Since the original filing, certain plaintiffs opted out of class treatment and began proceeding with individual direct actions making similar claims (Non-Class Direct-Action Plaintiffs), including claims of violations of state antitrust laws. The plaintiffs seek treble damages, injunctive relief, pre- and post-judgment interest, costs, and attorneys’ fees.
Although the Company strongly denies liability, continues to deny the allegations asserted, and believes it has valid defenses, to avoid the uncertainty, risk, expense, and distraction of continued litigation, the Company executed settlement agreements providing for payments by the Company to the Class Plaintiffs and one Non-Class Direct-Action Plaintiff. For the Class Plaintiffs, the total settlement amount of $11.8 million was recorded as Accrued Expenses on the Consolidated Statements of Financial Position in the second quarter of fiscal 2024 and was paid during the second half of fiscal 2024.
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For the one Non-Class Direct-Action Plaintiff, the settlement amount of $0.2 million was recorded as Accrued Expenses on the Consolidated Statements of Financial Position in the first quarter of fiscal 2025 and was paid in the second quarter of fiscal 2025. All settlement amounts were recorded in Selling, General, and Administrative in the Consolidated Statements of Operations.
In the second quarter of fiscal 2025, the U.S. District Court for the District of Minnesota (Court) granted the Company’s Motion for Summary Judgment and dismissed the Company from the federal litigation. Certain defendants have challenged the Court's summary judgement decision.
The Company continues to defend against state claims brought by one Non-Class Direct Action Plaintiff. The Company has not recorded any liability for this matter as it does not believe a loss is probable. The Company cannot reasonably estimate any reasonably possible loss. The Company believes that it has valid and meritorious defenses against the allegations.
Turkey Antitrust Litigation
Beginning in December 2019, a series of class action complaints were filed against the Company, as well as several other turkey-processing companies and a benchmarking service called Agri Stats, in the U.S. District Court for the Northern District of Illinois styled In re Turkey Antitrust Litigation. The plaintiffs allege, among other things, that from at least 2010 to 2017, the defendants conspired and combined to fix, raise, maintain, and stabilize the price of turkey products—including through the use of Agri Stats—in violation of federal antitrust laws. The complaints on behalf of the classes of indirect purchasers also include causes of action under various state unfair competition laws, consumer protection laws, and unjust enrichment common laws. The plaintiffs seek treble damages, injunctive relief, pre- and post-judgment interest, costs, and attorneys’ fees. Since the original filing, certain direct-action plaintiffs have opted out of class treatment and are proceeding with individual direct actions making similar claims, and others may do so in the future. The Company has not recorded any liability for these matters as it does not believe a loss is probable. The Company cannot reasonably estimate any reasonably possible loss. The Company believes that it has valid and meritorious defenses against the allegations.
Poultry Wages Antitrust Litigation
In December 2019, a putative class of non-supervisory production and maintenance employees at poultry-processing plants in the continental U.S. filed an amended consolidated class action complaint against Jennie-O Turkey Store, Inc. and various other poultry processing companies in the U.S. District Court for the District of Maryland styled Jien, et al. v. Perdue Farms, Inc., et al. (the Poultry Wages Antitrust Litigation). In the operative amended complaint filed in February 2022, the plaintiffs alleged 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.
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 Company recorded the agreed-upon settlement amount as Accrued Expenses on the Consolidated Statements of Financial Position and in Selling, General, and Administrative in the Consolidated Statements of Operations for the third quarter of fiscal 2024. The Company paid the settlement in the second quarter of fiscal 2025.
Red Meat Wages Antitrust Litigation
In November 2022, a putative class of non-supervisory production and maintenance employees at “red meat” processing plants in the continental U.S. filed a class action complaint against the Company and various other beef- and pork-processing companies in the U.S. District Court for the District of Colorado styled Brown, et al. v. JBS USA Food Co., et al. (the Red Meat Wages Antitrust Litigation). In the operative amended complaint filed in January 2024, the plaintiffs alleged 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.
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, agreeing to pay $13.5 million and provide certain data and information. The Company recorded the agreed-upon settlement amount as Accrued Expenses on the Consolidated Statements of Financial Position and in Selling, General, and Administrative in the Consolidated Statements of Operations for the third quarter of fiscal 2024. The settlement has been approved by the Court and was paid in the second quarter of fiscal 2025.
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Tax Proceedings: Two current Company subsidiaries organized in Brazil, Clean Field Comércio de Produtos de Alimentícios LTDA and Omamori Indústria de Alimentos LTDA, along with a former subsidiary, Talis Distribuidora de Alimentos LTDA, which are reported in the International segment, received tax deficiency notices from the State of São Paulo Tax Authority Office alleging underpayment of ICMS and ICMS-ST taxes, which are similar to value added taxes, for multiple tax years. The subsidiaries have filed objections to appeal these notices, and the proceedings are in various stages of the administrative review process. Any adverse outcomes at the administrative level are expected to be eligible for further appeal through judicial processes. The Company has not recorded any liability relating to these assessments and cannot reasonably estimate any reasonably possible loss at this time.
NOTE K - LONG-TERM DEBT AND OTHER BORROWING ARRANGEMENTS
Long-term Debt consists of:

In thousands | April 27, 2025 |  | October 27, 2024
Senior Unsecured Notes with Interest at 3.050% Interest Due Semi-annually through June 2051 Maturity Date | $ | 600,000 |  |  | $ | 600,000 |
Senior Unsecured Notes with Interest at 1.800% Interest Due Semi-annually through June 2030 Maturity Date | 1,000,000 |  |  | 1,000,000 |
Senior Unsecured Notes with Interest at 1.700% Interest Due Semi-annually through June 2028 Maturity Date | 750,000 |  |  | 750,000 |
Senior Unsecured Notes with Interest at 4.800% Interest Due Semi-annually through March 2027 Maturity Date | 500,000 |  |  | 500,000 |
Unamortized Discount on Senior Notes | (6,267) |  |  | (6,687) |
Unamortized Debt Issuance Costs | (14,201) |  |  | (15,628) |
Finance Lease Liabilities | 25,263 |  |  | 27,541 |
Other Financing Arrangements | 3,152 |  |  | 3,530 |
Total Debt | 2,857,946 |  |  | 2,858,756 |
Less: Current Maturities of Long-term Debt | 7,249 |  |  | 7,813 |
Long-term Debt Less Current Maturities | $ | 2,850,697 |  |  | $ | 2,850,944 |

Senior Unsecured Notes: On March 8, 2024, the Company issued senior notes in an aggregate principal amount of $500.0 million due March 2027. The notes bear interest at a fixed rate of 4.800% per annum. Interest 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 $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. The Company lifted the hedges in conjunction with the issuance of these notes. See Note F - Derivatives and Hedging for additional information. 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 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 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.
Unsecured Revolving Credit Facility: On March 25, 2025, the Company entered into an unsecured revolving credit agreement with Wells Fargo Bank, National Association as administrative agent, swing line lender and issuing lender, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and BofA Securities, Inc. 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.
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Interest on funds borrowed under the revolving credit agreement will be charged, depending on the applicable currency, at either a risk-free rate, as defined in the revolving credit agreement, (with borrowings in U.S. dollars at the Term Secured Overnight Financing Rate) or a Eurocurrency rate for certain foreign currencies or a base rate with respect to U.S. dollars to be selected by the Company at the time of borrowing plus an applicable margin of 0.575% to 1.160% for Eurocurrency rate loans and 0.0% to 0.160% for base rate loans, depending on the Company’s debt rating issued by S&P and Moody’s. A variable fee of 0.050% to 0.090% is paid for the availability of this credit line. Extensions of credit under the facility may be made in the form of revolving loans, swing line loans, and letters of credit. The lending commitments under the agreement are scheduled to expire on March 25, 2030, at which time the Company will be required to pay in full all obligations then outstanding. Concurrent with entering this revolving credit agreement, the Company terminated its existing $750.0 million credit facility that was entered into on May 6, 2021. The Company had no outstanding borrowings from either facility as of April 27, 2025, and October 27, 2024.
Debt Covenants: The Company is required by certain covenants in its debt agreements to maintain specified levels of financial ratios and financial position, including maintaining a minimum interest coverage ratio. As of April 27, 2025, the Company was in compliance with all covenants.
NOTE L - INCOME TAXES
The Company’s tax provision is determined using an estimated annual effective tax rate and adjusted for discrete taxable events that may occur during the quarter. The effects of tax legislation are recognized in the period in which the law is enacted. 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 27, 2025, was 22.0% and 21.9%, respectively, compared to 22.5% and 23.0%, respectively, for the corresponding periods a year ago. 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.
Unrecognized tax benefits, including interest and penalties, are primarily recorded in Other Long-term Liabilities. If recognized as of April 27, 2025, these benefits would impact the Company’s effective tax rate by $16.4 million compared to $16.6 million as of April 28, 2024. The Company includes accrued interest and penalties related to uncertain tax positions in Provision for Income Taxes, with immaterial expenses included during the quarter ended April 27, 2025, and April 28, 2024. The amount of accrued interest and penalties associated with unrecognized tax benefits was $2.8 million at April 27, 2025, and $2.5 million at April 28, 2024.
Tax Examinations: The Company is regularly audited by federal, state, and foreign taxing authorities.
The IRS concluded its examination of fiscal 2022 in the second quarter of fiscal 2024. The IRS placed the Company in the Bridge phase of the Compliance Assurance Process (CAP) for fiscal years 2023 and 2024. In this phase, the IRS will not accept any disclosures, conduct any reviews, or provide any assurances. The Company has elected to participate in CAP through fiscal year 2026. The objective of CAP is to contemporaneously work with the IRS to achieve federal tax compliance and resolve all or most of the issues prior to filing of the tax return. The Company may elect to continue participating in CAP for future tax years; the Company may withdraw from the program at any time.
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, as of April 27, 2025, it was not possible to reasonably estimate the effect of any amount of such change to previously recorded uncertain tax positions.
The Company is subject to various examinations by foreign tax authorities. With limited exceptions, the Company is no longer subject to foreign tax examinations for fiscal years prior to 2018 for material jurisdictions. See Note J - Commitments and Contingencies for additional information.
Tax Legislation: The Organization for Economic Cooperation and Development published a framework for Pillar Two of the Global Anti-Base Erosion Rules which is designed to coordinate participating jurisdictions in updating the international tax system to ensure that large multinational companies pay a minimum tax of 15%. Many countries have enacted, or begun the process of enacting, laws based on the Pillar Two framework. The Company considered the applicable tax laws in relevant jurisdictions and concluded the impact of Pillar Two was not material to the Company's tax provision for the quarter and six months ended April 27, 2025. The Company will continue to evaluate the impact of such legislative changes but does not expect the new tax laws to have a material effect on the Company’s consolidated financial statements in future reporting periods.
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NOTE M - EARNINGS PER SHARE DATA
The reported net earnings attributable to the Company were used when computing basic and diluted earnings per share. Diluted earnings per share was calculated using the treasury stock method. The shares used as the denominator for those computations are as follows:

| Quarter Ended |  | Six Months Ended
In thousands | April 27, 2025 |  | April 28, 2024 |  | April 27, 2025 |  | April 28, 2024
Basic Weighted-average Shares Outstanding | 550,277 |  |  | 547,868 |  |  | 549,868 |  |  | 547,444 |
Dilutive Potential Common Shares | 334 |  |  | 817 |  |  | 365 |  |  | 859 |
Diluted Weighted-average Shares Outstanding | 550,611 |  |  | 548,685 |  |  | 550,233 |  |  | 548,303 |
Antidilutive Potential Common Shares | 22,394 |  |  | 18,214 |  |  | 21,086 |  |  | 18,053 |

NOTE N - SEGMENT REPORTING
The Company develops, processes, and distributes a wide array of food products in a variety of markets. The Company reports its results in the following three segments: Retail, Foodservice, and International, which are consistent with how the Company’s chief operating decision maker (CODM) assesses performance and allocates resources.
The Retail segment consists primarily of the processing, marketing, and sale of food products sold predominantly in the retail market in the United States. This segment also includes the results from the Company’s MegaMex Foods, LLC joint venture.
The Foodservice segment consists primarily of the processing, marketing, and sale of food products for foodservice, convenience store, and commercial customers located in the United States.
The International segment processes, markets, and sells Company products internationally. 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. Intersegment sales are eliminated in consolidation and are not reviewed when evaluating segment performance. The Company does not allocate deferred compensation, non-recurring expenses associated with the Transform and Modernize initiative, gains or losses on the sale of businesses, investment income, interest expense, or interest income to its segments when measuring performance. The Company also retains various other income and expense items at the corporate level. Equity in Earnings of Affiliates is included in segment profit; however, earnings attributable to the Company’s corporate venturing investments and noncontrolling interests are excluded. These items are included below as Net Unallocated Expense and Noncontrolling Interest when reconciling to Earnings Before Income Taxes.
The Company is an integrated enterprise, characterized by substantial intersegment cooperation, cost allocations, and sharing of assets. Therefore, the Company does not represent that these segments, if operated independently, would report the profit and other financial information shown below.
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| Quarter Ended |  | Six Months Ended
In thousands | April 27, 2025 |  | April 28, 2024 |  | April 27, 2025 |  | April 28, 2024
Net Sales |  |  |  |  |  |  |
Retail | $ | 1,783,835 |  |  | $ | 1,788,556 |  |  | $ | 3,673,968 |  |  | $ | 3,699,827 |
Foodservice | 936,442 |  |  | 932,003 |  |  | 1,866,627 |  |  | 1,845,090 |
International | 178,533 |  |  | 166,794 |  |  | 347,028 |  |  | 339,346 |
Total Net Sales | $ | 2,898,810 |  |  | $ | 2,887,352 |  |  | $ | 5,887,623 |  |  | $ | 5,884,263 |
Segment Profit |  |  |  |  |  |  |
Retail | $ | 137,135 |  |  | $ | 132,399 |  |  | $ | 256,281 |  |  | $ | 281,904 |
Foodservice | 140,633 |  |  | 149,302 |  |  | 279,459 |  |  | 299,466 |
International | 18,407 |  |  | 23,202 |  |  | 39,252 |  |  | 43,234 |
Total Segment Profit | 296,175 |  |  | 304,903 |  |  | 574,992 |  |  | 624,603 |
Net Unallocated Expense | 65,411 |  |  | 60,694 |  |  | 126,111 |  |  | 94,714 |
Noncontrolling Interest | (275) |  |  | (70) |  |  | (320) |  |  | (204) |
Earnings Before Income Taxes | $ | 230,489 |  |  | $ | 244,139 |  |  | $ | 448,561 |  |  | $ | 529,685 |

The Company’s products primarily consist of meat and other food products. Total revenue contributed by classes of similar products are:

| Quarter Ended |  | Six Months Ended
In thousands | April 27, 2025 |  | April 28, 2024 |  | April 27, 2025 |  | April 28, 2024
Perishable | $ | 2,076,241 |  |  | $ | 2,029,418 |  |  | $ | 4,228,063 |  |  | $ | 4,135,989 |
Shelf-stable | 822,569 |  |  | 857,934 |  |  | 1,659,560 |  |  | 1,748,274 |
Total Net Sales | $ | 2,898,810 |  |  | $ | 2,887,352 |  |  | $ | 5,887,623 |  |  | $ | 5,884,263 |

Perishable includes fresh meats, frozen items, refrigerated meal solutions, bacon, sausages, hams, guacamole, and other items that require refrigeration. Shelf-stable includes canned luncheon meats, nut butters, snack nuts, chili, shelf-stable microwaveable meals, hash, stews, tortillas, salsas, tortilla chips, and other items that do not require refrigeration.
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Overview
The Company is a global manufacturer and marketer of branded food products. 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. 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.
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•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. Adjusted earnings before income taxes(1) decreased 8 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.
Consolidated Results
Volume, Net Sales, Earnings, and Diluted Earnings Per Share

| Quarter Ended |  | Six Months Ended
In thousands, except per share amounts | April 27, 2025 |  | April 28, 2024 |  | % Change |  | April 27, 2025 |  | April 28, 2024 |  | % Change
Volume (lbs.) | 999,390 |  |  | 1,059,843 |  |  | (5.7) |  |  | 2,054,698 |  |  | 2,161,397 |  |  | (4.9) |
Organic Volume (lbs.)(1) | 999,390 |  |  | 1,043,258 |  |  | (4.2) |  |  | 2,054,698 |  |  | 2,128,882 |  |  | (3.5) |
Net Sales | $ | 2,898,810 |  |  | $ | 2,887,352 |  |  | 0.4 |  |  | $ | 5,887,623 |  |  | $ | 5,884,263 |  |  | 0.1 |
Organic Net Sales(1) | 2,898,810 |  |  | 2,859,141 |  |  | 1.4 |  |  | 5,887,623 |  |  | 5,829,154 |  |  | 1.0 |
Earnings Before Income Taxes | 230,489 |  |  | 244,139 |  |  | (5.6) |  |  | 448,561 |  |  | 529,685 |  |  | (15.3) |
Net Earnings Attributable to Hormel Foods Corporation | 180,017 |  |  | 189,278 |  |  | (4.9) |  |  | 350,592 |  |  | 408,140 |  |  | (14.1) |
Diluted Earnings Per Share | 0.33 |  |  | 0.34 |  |  | (2.9) |  |  | 0.64 |  |  | 0.74 |  |  | (13.5) |
Adjusted Diluted Earnings Per Share(1) | 0.35 |  |  | 0.38 |  |  | (7.9) |  |  | 0.70 |  |  | 0.79 |  |  | (11.4) |

(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.
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Cost of Products Sold

| Quarter Ended |  | Six Months Ended
In thousands | April 27, 2025 |  | April 28, 2024 |  | % Change |  | April 27, 2025 |  | April 28, 2024 |  | % Change
Cost of Products Sold | $ | 2,414,377 |  |  | $ | 2,383,546 |  |  | 1.3 |  |  | $ | 4,927,957 |  |  | $ | 4,871,723 |  |  | 1.2 |

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.
Gross Profit

| Quarter Ended |  | Six Months Ended
In thousands | April 27, 2025 |  | April 28, 2024 |  | % Change |  | April 27, 2025 |  | April 28, 2024 |  | % Change
Gross Profit | $ | 484,433 |  |  | $ | 503,806 |  |  | (3.8) |  |  | $ | 959,666 |  |  | $ | 1,012,539 |  |  | (5.2) |
Percent of Net Sales | 16.7 | % |  | 17.4 | % |  |  |  | 16.3 | % |  | 17.2 | % |  |

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.
Selling, General, and Administrative (SG&A)

| Quarter Ended |  | Six Months Ended
In thousands | April 27, 2025 |  | April 28, 2024 |  | % Change |  | April 27, 2025 |  | April 28, 2024 |  | % Change
SG&A | $ | 251,432 |  |  | $ | 266,668 |  |  | (5.7) |  |  | $ | 514,445 |  |  | $ | 507,054 |  |  | 1.5 |
Percent of Net Sales | 8.7 | % |  | 9.2 | % |  |  |  | 8.7 | % |  | 8.6 | % |  |
Adjusted SG&A(1) | $ | 237,657 |  |  | $ | 244,898 |  |  | (3.0) |  |  | $ | 475,138 |  |  | $ | 476,568 |  |  | (0.3) |
Adjusted Percent of Net Sales(1) | 8.2 | % |  | 8.5 | % |  |  |  | 8.1 | % |  | 8.1 | % |  |

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

| Quarter Ended |  | Six Months Ended
In thousands | April 27, 2025 |  | April 28, 2024 |  | % Change |  | April 27, 2025 |  | April 28, 2024 |  | % Change
Equity in Earnings of Affiliates | $ | 15,350 |  |  | $ | 15,182 |  |  | 1.1 |  |  | $ | 31,461 |  |  | $ | 31,273 |  |  | 0.6 |

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.
Interest and Investment Income and Interest Expense

| Quarter Ended |  | Six Months Ended
In thousands | April 27, 2025 |  | April 28, 2024 |  | % Change |  | April 27, 2025 |  | April 28, 2024 |  | % Change
Interest and Investment Income | $ | 1,653 |  |  | $ | 13,497 |  |  | (87.8) |  |  | $ | 10,857 |  |  | $ | 32,932 |  |  | (67.0) |
Interest Expense | 19,516 |  |  | 21,679 |  |  | (10.0) |  |  | 38,977 |  |  | 40,005 |  |  | (2.6) |

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.
Effective Tax Rate

| Quarter Ended |  | Six Months Ended
| April 27, 2025 |  | April 28, 2024 |  | April 27, 2025 |  | April 28, 2024
Effective Tax Rate | 22.0 | % |  | 22.5 | % |  | 21.9 | % |  | 23.0 | %

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. 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%.
Segment Results
Net sales and segment profit for each of the Company’s reportable segments are set forth below. The Company does not allocate deferred compensation, non-recurring expenses associated with the T&M initiative, gains or losses on the sale of businesses, investment income, interest expense, or interest income to its segments when measuring performance. The Company also retains various other income and expenses at the corporate level. Equity in earnings of affiliates is included in segment profit; however, earnings attributable to the Company’s corporate venturing investments and noncontrolling interests are excluded. These items are included below as Net Unallocated Expense and Noncontrolling Interest when reconciling to Earnings Before Income Taxes.
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The Company is an integrated enterprise, characterized by substantial intersegment cooperation, cost allocations, and sharing of assets. Therefore, the Company does not represent that these segments, if operated independently, would report the profit and other financial information shown below.

| Quarter Ended |  | Six Months Ended
In thousands | April 27, 2025 |  | April 28, 2024 |  | % Change |  | April 27, 2025 |  | April 28, 2024 |  | % Change
Net Sales |  |  |  |  |  |  |  |  |  |  |
Retail | $ | 1,783,835 |  |  | $ | 1,788,556 |  |  | (0.3) |  |  | $ | 3,673,968 |  |  | $ | 3,699,827 |  |  | (0.7) |
Foodservice | 936,442 |  |  | 932,003 |  |  | 0.5 |  |  | 1,866,627 |  |  | 1,845,090 |  |  | 1.2 |
International | 178,533 |  |  | 166,794 |  |  | 7.0 |  |  | 347,028 |  |  | 339,346 |  |  | 2.3 |
Total Net Sales | $ | 2,898,810 |  |  | $ | 2,887,352 |  |  | 0.4 |  |  | $ | 5,887,623 |  |  | $ | 5,884,263 |  |  | 0.1 |
Segment Profit |  |  |  |  |  |  |  |  |  |  |
Retail | $ | 137,135 |  |  | $ | 132,399 |  |  | 3.6 |  |  | $ | 256,281 |  |  | $ | 281,904 |  |  | (9.1) |
Foodservice | 140,633 |  |  | 149,302 |  |  | (5.8) |  |  | 279,459 |  |  | 299,466 |  |  | (6.7) |
International | 18,407 |  |  | 23,202 |  |  | (20.7) |  |  | 39,252 |  |  | 43,234 |  |  | (9.2) |
Total Segment Profit | 296,175 |  |  | 304,903 |  |  | (2.9) |  |  | 574,992 |  |  | 624,603 |  |  | (7.9) |
Net Unallocated Expense | 65,411 |  |  | 60,694 |  |  | 7.8 |  |  | 126,111 |  |  | 94,714 |  |  | 33.1 |
Noncontrolling Interest | (275) |  |  | (70) |  |  | (291.9) |  |  | (320) |  |  | (204) |  |  | (56.7) |
Earnings Before Income Taxes | $ | 230,489 |  |  | $ | 244,139 |  |  | (5.6) |  |  | $ | 448,561 |  |  | $ | 529,685 |  |  | (15.3) |

Retail

| Quarter Ended |  | Six Months Ended
In thousands | April 27, 2025 |  | April 28, 2024 |  | % Change |  | April 27, 2025 |  | April 28, 2024 |  | % Change
Volume (lbs.) | 677,277 |  |  | 724,994 |  |  | (6.6) |  |  | 1,414,162 |  |  | 1,490,406 |  |  | (5.1) |
Net Sales | $ | 1,783,835 |  |  | $ | 1,788,556 |  |  | (0.3) |  |  | $ | 3,673,968 |  |  | $ | 3,699,827 |  |  | (0.7) |
Segment Profit | 137,135 |  |  | 132,399 |  |  | 3.6 |  |  | 256,281 |  |  | 281,904 |  |  | (9.1) |

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.
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Foodservice

| Quarter Ended |  | Six Months Ended
In thousands | April 27, 2025 |  | April 28, 2024 |  | % Change |  | April 27, 2025 |  | April 28, 2024 |  | % Change
Volume (lbs.) | 242,595 |  |  | 261,832 |  |  | (7.3) |  |  | 486,449 |  |  | 517,839 |  |  | (6.1) |
Organic Volume (lbs.)(1) | 242,595 |  |  | 245,246 |  |  | (1.1) |  |  | 486,449 |  |  | 485,323 |  |  | 0.2 |
Net Sales | $ | 936,442 |  |  | $ | 932,003 |  |  | 0.5 |  |  | $ | 1,866,627 |  |  | $ | 1,845,090 |  |  | 1.2 |
Organic Net Sales(1) | 936,442 |  |  | 903,792 |  |  | 3.6 |  |  | 1,866,627 |  |  | 1,789,981 |  |  | 4.3 |
Segment Profit | 140,633 |  |  | 149,302 |  |  | (5.8) |  |  | 279,459 |  |  | 299,466 |  |  | (6.7) |

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

| Quarter Ended |  | Six Months Ended
In thousands | April 27, 2025 |  | April 28, 2024 |  | % Change |  | April 27, 2025 |  | April 28, 2024 |  | % Change
Volume (lbs.) | 79,518 |  |  | 73,017 |  |  | 8.9 |  |  | 154,087 |  |  | 153,153 |  |  | 0.6 |
Net Sales | $ | 178,533 |  |  | $ | 166,794 |  |  | 7.0 |  |  | $ | 347,028 |  |  | $ | 339,346 |  |  | 2.3 |
Segment Profit | 18,407 |  |  | 23,202 |  |  | (20.7) |  |  | 39,252 |  |  | 43,234 |  |  | (9.2) |

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.
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Unallocated Income and Expense

| Quarter Ended |  | Six Months Ended
In thousands | April 27, 2025 |  | April 28, 2024 |  | April 27, 2025 |  | April 28, 2024
Net Unallocated Expense | $ | 65,411 |  |  | $ | 60,694 |  |  | $ | 126,111 |  |  | $ | 94,714 |
Noncontrolling Interest | (275) |  |  | (70) |  |  | (320) |  |  | (204) |

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.
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 27, 2024.
(1)Non-GAAP Measures
This filing includes measures of financial performance that are not defined by GAAP. The Company utilizes these non-GAAP measures to understand and evaluate operating performance on a consistent basis. These measures may also be used when making decisions regarding resource allocation and in determining incentive compensation. 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 calculated in accordance with GAAP and may be different from non-GAAP measures used by other companies.
Transform and Modernize (T&M) Initiative
In the fourth quarter of fiscal 2023, the Company announced a multi-year T&M initiative. In presenting non-GAAP measures, the Company adjusts for (i.e., excludes) expenses for this initiative that are non-recurring, which are primarily project-based external consulting fees and expenses related to supply chain and portfolio optimization (e.g., asset write-offs, severance, or relocation-related costs). The Company believes that non-recurring costs associated with the T&M initiative 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 T&M 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. The Company also does not adjust for savings realized through the T&M initiative as these are considered ongoing in nature and reflective of expected future operating performance.
Loss on Sale of Business
In the first quarter of fiscal 2025, the Company sold Mountain Prairie, LLC, a non-core sow operation, resulting in a loss on the sale. The Company believes the one-time detriment from the sale, including transaction costs, is not reflective of the Company’s ongoing operating cost structure, is not indicative of the Company’s core operating performance, and is not meaningful when comparing the Company’s operating performance against that of prior periods. Thus, the Company has adjusted for (i.e. excluded) the loss.
Legal Matters
From time to time, the Company incurs expenses related to discrete legal matters that the Company believes are not indicative of the Company’s core operating performance, do not reflect expected future operating costs, and are not meaningful when comparing the Company’s operating performance against that of prior periods. The Company adjusts for (i.e., excludes) these expenses.
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. See Note J - Commitments and Contingencies of the Notes to the Consolidated Financial Statements for additional information.
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Organic Volume and Organic Net Sales
The non-GAAP measures of organic volume and organic net sales are presented to provide investors with additional information to facilitate the comparison of past and present operations. Organic volume and organic net sales exclude the impact of the sale of Hormel Health Labs, LLC in the Foodservice segment in the fourth quarter of fiscal 2024.
The tables below show the calculations to reconcile from the GAAP measures to the non-GAAP measures presented in this Quarterly Report on Form 10-Q. 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
Cost of Products Sold (GAAP) | $ | 2,414,377 |  |  | $ | 2,383,546 |  |  | $ | 4,927,957 |  |  | $ | 4,871,723 |
Transform and Modernize Initiative(1) | (2,777) |  |  | (1,823) |  |  | (2,963) |  |  | (3,420) |
Adjusted Cost of Products Sold (Non-GAAP) | $ | 2,411,600 |  |  | $ | 2,381,723 |  |  | $ | 4,924,994 |  |  | $ | 4,868,303 |
SG&A (GAAP) | $ | 251,432 |  |  | $ | 266,668 |  |  | $ | 514,445 |  |  | $ | 507,054 |
Transform and Modernize Initiative(2) | (13,775) |  |  | (10,021) |  |  | (27,743) |  |  | (18,736) |
Loss on Sale of Business | — |  |  | — |  |  | (11,324) |  |  | — |
Litigation Settlements | — |  |  | (11,750) |  |  | (240) |  |  | (11,750) |
Adjusted SG&A (Non-GAAP) | $ | 237,657 |  |  | $ | 244,898 |  |  | $ | 475,138 |  |  | $ | 476,568 |
Operating Income (GAAP) | $ | 248,352 |  |  | $ | 252,320 |  |  | $ | 476,682 |  |  | $ | 536,758 |
Transform and Modernize Initiative(1)(2) | 16,552 |  |  | 11,843 |  |  | 30,706 |  |  | 22,156 |
Loss on Sale of Business | — |  |  | — |  |  | 11,324 |  |  | — |
Litigation Settlements | — |  |  | 11,750 |  |  | 240 |  |  | 11,750 |
Adjusted Operating Income (Non-GAAP) | $ | 264,903 |  |  | $ | 275,914 |  |  | $ | 518,952 |  |  | $ | 570,665 |
Earnings Before Income Taxes (GAAP) | $ | 230,489 |  |  | $ | 244,139 |  |  | $ | 448,561 |  |  | $ | 529,685 |
Transform and Modernize Initiative(1)(2) | 16,552 |  |  | 11,843 |  |  | 30,706 |  |  | 22,156 |
Loss on Sale of Business | — |  |  | — |  |  | 11,324 |  |  | — |
Litigation Settlements | — |  |  | 11,750 |  |  | 240 |  |  | 11,750 |
Adjusted Earnings Before Income Taxes (Non-GAAP) | $ | 247,040 |  |  | $ | 267,732 |  |  | $ | 490,831 |  |  | $ | 563,591 |
Provision for Income Taxes (GAAP) | $ | 50,747 |  |  | $ | 54,931 |  |  | $ | 98,289 |  |  | $ | 121,749 |
Transform and Modernize Initiative(1)(2) | 3,641 |  |  | 2,665 |  |  | 6,727 |  |  | 4,985 |
Loss on Sale of Business | — |  |  | — |  |  | 2,469 |  |  | — |
Litigation Settlements | — |  |  | 2,644 |  |  | 52 |  |  | 2,644 |
Adjusted Provision for Income Taxes (Non-GAAP) | $ | 54,388 |  |  | $ | 60,240 |  |  | $ | 107,537 |  |  | $ | 129,378 |
Net Earnings Attributable to Hormel Foods Corporation (GAAP) | $ | 180,017 |  |  | $ | 189,278 |  |  | $ | 350,592 |  |  | $ | 408,140 |
Transform and Modernize Initiative(1)(2) | 12,910 |  |  | 9,179 |  |  | 23,979 |  |  | 17,171 |
Loss on Sale of Business | — |  |  | — |  |  | 8,855 |  |  | — |
Litigation Settlements | — |  |  | 9,106 |  |  | 188 |  |  | 9,106 |
Adjusted Net Earnings Attributable to Hormel Foods Corporation (Non-GAAP) | $ | 192,928 |  |  | $ | 207,562 |  |  | $ | 383,615 |  |  | $ | 434,418 |
Diluted Earnings Per Share (GAAP) | $ | 0.33 |  |  | $ | 0.34 |  |  | $ | 0.64 |  |  | $ | 0.74 |
Transform and Modernize Initiative(1)(2) | 0.02 |  |  | 0.02 |  |  | 0.04 |  |  | 0.03 |
Loss on Sale of Business | — |  |  | — |  |  | 0.02 |  |  | — |
Litigation Settlements | — |  |  | 0.02 |  |  | — |  |  | 0.02 |
Adjusted Diluted Earnings Per Share (Non-GAAP) | $ | 0.35 |  |  | $ | 0.38 |  |  | $ | 0.70 |  |  | $ | 0.79 |

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| Quarter Ended |  | Six Months Ended
| April 27, 2025 |  | April 28, 2024 |  | April 27, 2025 |  | April 28, 2024
SG&A as a Percent of Net Sales (GAAP) | 8.7 | % |  | 9.2 | % |  | 8.7 | % |  | 8.6 | %
Transform and Modernize Initiative(2) | (0.5) |  |  | (0.3) |  |  | (0.5) |  |  | (0.3) |
Loss on Sale of Business | — |  |  | — |  |  | (0.2) |  |  | — |
Litigation Settlements | — |  |  | (0.4) |  |  | — |  |  | (0.2) |
Adjusted SG&A as a Percent of Net Sales (Non-GAAP) | 8.2 | % |  | 8.5 | % |  | 8.1 | % |  | 8.1 | %
Operating Margin (GAAP) | 8.6 | % |  | 8.7 | % |  | 8.1 | % |  | 9.1 | %
Transform and Modernize Initiative(1)(2) | 0.6 |  |  | 0.4 |  |  | 0.5 |  |  | 0.4 |
Loss on Sale of Business | — |  |  | — |  |  | 0.2 |  |  | — |
Litigation Settlements | — |  |  | 0.4 |  |  | — |  |  | 0.2 |
Adjusted Operating Margin (Non-GAAP) | 9.1 | % |  | 9.6 | % |  | 8.8 | % |  | 9.7 | %

(1) Comprised primarily of asset write-offs and severance expenses related to supply chain and portfolio optimization.
(2) Comprised primarily of project-based external consulting fees.
ORGANIC VOLUME AND ORGANIC NET SALES (NON-GAAP)

| Quarter Ended
| April 27, 2025 |  | April 28, 2024 |
In thousands |  | GAAP |  |  |  | GAAP | Divestiture | Non-GAAP Organic | Non-GAAP % Change
Volume (lbs.) |  |  |  |  |  |  |  |  |
Retail |  | 677,277 |  |  |  |  | 724,994 |  | — |  | 724,994 |  | (6.6) |
Foodservice |  | 242,595 |  |  |  |  | 261,832 |  | (16,585) |  | 245,246 |  | (1.1) |
International |  | 79,518 |  |  |  |  | 73,017 |  | — |  | 73,017 |  | 8.9 |
Total Volume (lbs.) |  | 999,390 |  |  |  |  | 1,059,843 |  | (16,585) |  | 1,043,258 |  | (4.2) |
Net Sales |  |  |  |  |  |  |  |  |
Retail |  | $ | 1,783,835 |  |  |  |  | $ | 1,788,556 |  | $ | — |  | $ | 1,788,556 |  | (0.3) |
Foodservice |  | 936,442 |  |  |  |  | 932,003 |  | (28,211) |  | 903,792 |  | 3.6 |
International |  | 178,533 |  |  |  |  | 166,794 |  | — |  | 166,794 |  | 7.0 |
Total Net Sales |  | $ | 2,898,810 |  |  |  |  | $ | 2,887,352 |  | $ | (28,211) |  | $ | 2,859,141 |  | 1.4 |

| Six Months Ended
| April 27, 2025 |  | April 28, 2024 |
In thousands |  | GAAP |  |  |  | GAAP | Divestiture | Non-GAAP Organic | Non-GAAP % Change
Volume (lbs.) |  |  |  |  |  |  |  |  |
Retail |  | 1,414,162 |  |  |  |  | 1,490,406 |  | — |  | 1,490,406 |  | (5.1) |
Foodservice |  | 486,449 |  |  |  |  | 517,839 |  | (32,516) |  | 485,323 |  | 0.2 |
International |  | 154,087 |  |  |  |  | 153,153 |  | — |  | 153,153 |  | 0.6 |
Total Volume (lbs.) |  | 2,054,698 |  |  |  |  | 2,161,397 |  | (32,516) |  | 2,128,882 |  | (3.5) |
Net Sales |  |  |  |  |  |  |  |  |
Retail |  | $ | 3,673,968 |  |  |  |  | $ | 3,699,827 |  | $ | — |  | $ | 3,699,827 |  | (0.7) |
Foodservice |  | 1,866,627 |  |  |  |  | 1,845,090 |  | (55,109) |  | 1,789,981 |  | 4.3 |
International |  | 347,028 |  |  |  |  | 339,346 |  | — |  | 339,346 |  | 2.3 |
Total Net Sales |  | $ | 5,887,623 |  |  |  |  | $ | 5,884,263 |  | $ | (55,109) |  | $ | 5,829,154 |  | 1.0 |

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LIQUIDITY AND CAPITAL RESOURCES
When assessing its liquidity and capital resources, the Company evaluates cash and cash equivalents, short-term and long-term investments, income from operations, and borrowing capacity.
Cash Flow Highlights

| Six Months Ended
In thousands | April 27, 2025 |  | April 28, 2024
Cash and Cash Equivalents at End of Period | $ | 669,688 |  |  | $ | 1,486,368 |
Cash Provided by (Used in) Operating Activities | 365,646 |  |  | 640,127 |
Cash Provided by (Used in) Investing Activities | (138,668) |  |  | (112,716) |
Cash Provided by (Used in) Financing Activities | (292,629) |  |  | 221,072 |
Increase (Decrease) in Cash and Cash Equivalents | (72,193) |  |  | 749,836 |

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. 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 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.
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.
Sources and Uses of Cash
The Company believes its balanced business model, with diversification across raw material inputs, channels, and categories, provides stability in ever-changing economic environments. The Company maintains a disciplined capital allocation strategy and uses a waterfall approach, which focuses first on core uses of cash, such as capital expenditures to maintain facilities, dividend
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returns to investors, mandatory debt repayments, and fulfillment of pension obligations. Next, the Company looks to strategic items in support of growth initiatives, such as other capital projects, acquisitions, additional dividend increases, and working capital investments. Finally, the Company evaluates opportunistic uses, including incremental debt repayment and share repurchases.
The Company believes its anticipated income from operations, cash on hand, borrowing capacity under the current unsecured revolving credit facility, and access to capital markets will be adequate to meet all short-term and long-term commitments. The Company continues to look for opportunities to make investments and acquisitions that align with its strategic priorities. The Company has multiple sources of liquidity to complete such investments and acquisitions. For example, the Company’s historic ability to leverage its balance sheet through the issuance of debt has provided the flexibility to pursue strategic opportunities.
Dividend Payments
The Company remains committed to providing returns to investors through cash dividends on its common stock. The Company has paid 387 consecutive quarterly dividends since becoming a public company in 1928. The Board of Directors approved an increased annual dividend rate for fiscal 2025, raising it to $1.16 per share from $1.13 per share, representing the 59th consecutive annual dividend increase.
Capital Expenditures
Capital expenditures are allocated to required maintenance and growth opportunities based on the needs of the business. 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.
Debt
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. See Note K - Long-term Debt and Other Borrowing Arrangements of the Notes to the Consolidated Financial Statements for additional information.
Borrowing Capacity
As a source of short-term financing, the Company maintains a $750 million unsecured revolving credit facility. The maximum commitment under this credit facility may be further increased by $375 million upon the satisfaction of certain conditions. Extensions of credit under the facility may be applied by the Company to refinance existing indebtedness and for working capital and other general corporate purposes, including acquisition funding, and may be made in the form of revolving loans, swing line loans, and letters of credit. 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.
Debt Covenants
The Company’s debt agreements contain customary terms and conditions including representations, warranties, and covenants. 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.
Cash Held by International Subsidiaries
As of April 27, 2025, the Company’s international subsidiaries held $247 million of cash and cash equivalents. The Company maintains all undistributed earnings as permanently reinvested. The Company evaluates the balance and uses of cash held internationally based on the needs of the business.
Share Repurchases
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. Under the share repurchase authorization, the Company may repurchase shares periodically, depending on market conditions and other factors, and may do so in open market purchases or privately negotiated transactions. 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 continues to evaluate share repurchases as part of its capital allocation strategy.
Commitments
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 27, 2024.
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TRADEMARKS
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.
CRITICAL ACCOUNTING ESTIMATES
Management’s discussion and analysis of financial condition and results of operations is based upon the Company’s consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires the Company to make estimates, judgments, and assumptions that can have a meaningful effect on the reporting of consolidated financial statements. The significant accounting policies used in preparing these consolidated financial statements are consistent with those described in Note A - Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements in the Form 10-K.
Critical accounting estimates are defined as those reflective of significant judgments, estimates, and uncertainties, which may result in materially different results under different assumptions and conditions. There have been no material changes in the Company’s Critical Accounting Estimates as disclosed in its Annual Report on Form 10-K for the fiscal year ended October 27, 2024.
FORWARD-LOOKING STATEMENTS
This report contains “forward-looking” information within the meaning of the federal securities laws. The “forward-looking” information may include statements concerning the Company’s outlook for the future as well as other statements of beliefs, future plans, strategies, or anticipated events and similar expressions concerning matters that are not historical facts.
The Private Securities Litigation Reform Act of 1995 (the Reform Act) provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information. 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. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and those anticipated or projected.
In connection with the “safe harbor” provisions of the Reform Act, the Company is identifying risk factors that could affect financial performance and cause the Company’s actual results to differ materially from opinions or statements expressed with respect to future periods. The discussion of risk factors in the Company’s most recent Annual Report on Form 10-K and in Part II, Item 1A of this Quarterly Report on Form 10-Q contains certain cautionary statements regarding the Company’s business, which should be considered by investors and others. Such risk factors should be considered in conjunction with any discussions of operations or results by the Company or its representatives, including any forward-looking discussion, as well as comments contained in press releases, presentations to securities analysts or investors, or other communications by the Company.
Though the Company has attempted to list comprehensively these important cautionary risk factors, the Company cautions that other factors may in the future prove to be important in affecting the Company’s business or results of operations.
The Company cautions readers not to place undue reliance on forward-looking statements, which represent current views as of the date made. Forward-looking statements are inherently at risk to changes in the Company’s business as well as the national and worldwide economic environment. The risks and uncertainties that could cause actual results to differ from those anticipated or projected include, among other things, risks related to the deterioration of economic conditions; risks associated with acquisitions, joint ventures, equity investments, and divestitures; risks and uncertainties associated with intangible assets, including any future goodwill or intangible assets impairment charges; the risk of disruption of operations, including at owned facilities, co-manufacturers, suppliers, logistics providers, customers, or other third-party service providers; the risk that the Company may fail to realize anticipated cost savings or operating profit improvements associated with strategic initiatives, including the Transform and Modernize initiative; risk of loss of a significant contract or unfavorable changes in the Company’s relationships with significant customers; risk of the Company’s inability to protect information technology (IT) systems against, or effectively respond to, cyber attacks, security breaches or other IT interruptions, against or involving the Company’s IT systems or those of others with whom it does business; risk of the Company’s failure to timely replace legacy technologies; 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
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among livestock and poultry flocks; fluctuations in commodity prices and availability of raw materials and other inputs; fluctuations in market demand for the Company’s products, including due to private label products and lower-priced alternatives; risks related to the Company’s ability to respond to changing consumer preferences, diets and eating patterns, and the success of innovation and marketing investments; damage to the Company’s reputation or brand image; risks associated with climate change, or legal, regulatory, or market measures to address climate change; risks of litigation; potential sanctions and compliance costs arising from government regulation; compliance with stringent environmental regulations and potential environmental litigation; and risks arising from the fact that the Company operates globally, with product manufactured and sold in foreign markets and a variety of inputs sourced from around the world, these risks including geopolitical risk, exchange rate risk, legal, tax, and regulatory risk, and risks associated with trade policies, export and import controls, and tariffs.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to various forms of market risk as a part of its ongoing business practices including commodity price risk, interest rate risk, foreign currency exchange rate risk, investment risk, and credit risk, among others.
Commodity Price Risk: The Company is subject to commodity price risk through grain, lean hog, natural gas, and diesel fuel markets. To reduce these exposures and offset the fluctuations caused by changes in market conditions, the Company employs hedging programs. These programs utilize futures, swaps, and options contracts and are accounted for as cash flow hedges. The fair value of the Company’s cash flow commodity contracts as of April 27, 2025 was $7.8 million compared to $(5.9) million as of October 27, 2024. The Company measures its market risk exposure on its cash flow commodity contracts using a sensitivity analysis, which considers a hypothetical 10 percent change in the market prices. A 10 percent decrease in the market price would have negatively impacted the fair value of the Company’s cash flow commodity contracts as of April 27, 2025 by $29.2 million, which in turn would have lowered the Company’s future cost on purchased commodities by a similar amount.
Interest Rate Risk: The Company is subject to interest rate risk primarily from changes in fair value of long-term fixed rate debt. The Company’s long-term debt had a fair value of $2.5 billion as of April 27, 2025, and October 27, 2024. The Company measures its market risk exposure of long-term fixed rate debt using a sensitivity analysis, which considers a 10 percent change in interest rates. A 10 percent decrease in interest rates would have positively impacted the fair value of the Company’s long-term debt as of April 27, 2025 by $68.0 million. A 10 percent increase would have negatively impacted the long-term debt by $63.2 million.
Foreign Currency Exchange Rate Risk: The fair values of certain Company assets are subject to fluctuations in foreign currency exchange rates. The Company’s net asset position in foreign currencies was $1.2 billion as of April 27, 2025, and October 27, 2024, with most of the exposure existing in Chinese yuan, Indonesian rupiah, and Brazilian real. The Company currently does not use market risk sensitive instruments to manage this risk.
Investment Risk: The Company has corporate-owned life insurance policies classified as trading securities as part of a rabbi trust to fund certain supplemental executive retirement plans and deferred income plans. As of April 27, 2025, the balance of these securities totaled $208.6 million compared to $209.7 million as of October 27, 2024. The rabbi trust is invested primarily in fixed income funds. The Company is subject to market risk due to fluctuations in the value of the remaining investments as unrealized gains and losses associated with these securities are included in the Company’s net earnings on a mark-to-market basis. A 10 percent decline in the value of the investments not held in fixed income funds would have negatively impacted the Company’s pre-tax earnings by approximately $10.1 million, while a 10 percent increase in value would have a positive impact of the same amount.
Concentration of Credit Risk: The Company is exposed to credit risk from its customers. The Company regularly assesses the credit worthiness of its customers. As of April 27, 2025, and October 27, 2024, one customer accounted for more than 10% of net accounts receivable.
Item 4. CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures.
As of the end of the period covered by this report (the Evaluation Date), the Company carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)). In designing and evaluating the disclosure controls and procedures, management recognized any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded, as of the Evaluation Date, the Company’s disclosure controls and procedures were effective to provide reasonable assurance the information the Company is required to disclose in
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reports it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
(b) Internal Control over Financial Reporting.
The Company is in the midst of a multi-year transformation project to achieve better analytics, customer service, and process efficiencies through the use of Oracle Cloud Solutions. During fiscal 2024, the Company began implementing the order-to-cash phase at certain business locations. Additional implementations are expected to continue over the next several years. Emphasis has been on the maintenance of effective internal controls and assessment of the design and operating effectiveness of key control activities throughout each development and deployment phase.
With the exception of the order-to-cash implementation described above, there were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) in the second quarter of fiscal 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Information regarding legal proceedings is available in Note J - Commitments and Contingencies of the Notes to the Consolidated Financial Statements.
Item 1A. RISK FACTORS
The Company’s business, operations, and financial condition are subject to various risks and uncertainties. There have been no material changes to the risk factors previously disclosed in Part I, Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the fiscal year ended October 27, 2024.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There were no issuer purchases of equity securities in the quarter ended April 27, 2025. On January 29, 2013, the Company’s Board of Directors authorized the repurchase of 10,000,000 shares of its common stock with no expiration date. On January 26, 2016, the Board of Directors approved a two-for-one split of the Company’s common stock to be effective January 27, 2016. As part of the stock split resolution, the number of shares remaining to be repurchased was adjusted proportionately. As of April 27, 2025, the maximum number of shares that may yet be purchased under the repurchase plans or programs is 3,677,494.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. MINE SAFETY DISCLOSURES
None.
Item 5. OTHER INFORMATION
During the fiscal quarter ended April 27, 2025, no director or officer of the Company adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as the terms are defined in Item 408(a) of Regulation S-K.
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Item 6. EXHIBITS

10.1 | U.S. $750,000,000 Credit Agreement, dated as of March 25, 2025, among the Company, Wells Fargo Bank, National Association, as Administrative Agent, Swing L ine Lender and Issuing Lender, and the lenders identified on the signature pages thereof (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 2 6, 202 5, File No. 001- 02402.)
31.1 | Certification Required Under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 | Certification Required Under Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 | Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 | The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended April 27, 2025, formatted in Inline XBRL: (i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Statements of Financial Position, (iv) Consolidated Statements of Changes in Shareholders’ Investment, (v) Consolidated Condensed Statements of Cash Flows, and (vi) Notes to the Consolidated Financial Statements.
104 | The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended April 27, 2025, formatted in Inline XBRL (included as Exhibit 101).

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

|  | HORMEL FOODS CORPORATION
|  | (Registrant)
Date: May 29, 2025 | By: | /s/ JACINTH C. SMILEY
|  | JACINTH C. SMILEY
|  | Executive Vice President and Chief Financial Officer
|  | (Principal Financial Officer)
Date: May 29, 2025 | By: | /s/ PAUL R. KUEHNEMAN
|  | PAUL R. KUEHNEMAN
|  | Vice President and Controller
|  | (Principal Accounting Officer)

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