filings.toolsItem 1. FINANCIAL STATEMENTS
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Item 1. FINANCIAL STATEMENTS
HORMEL FOODS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||
| In thousands, except per share amounts | July 28, 2024 | July 30, 2023 | July 28, 2024 | July 30, 2023 | |||||||||||||||||||
| Net Sales | $ | 2,898,443 | $ | 2,963,299 | $ | 8,782,706 | $ | 8,911,930 | |||||||||||||||
| Cost of Products Sold | 2,410,075 | 2,465,251 | 7,281,798 | 7,426,514 | |||||||||||||||||||
| Gross Profit | 488,369 | 498,048 | 1,500,908 | 1,485,417 | |||||||||||||||||||
| Selling, General, and Administrative | 259,653 | 291,073 | 766,707 | 725,621 | |||||||||||||||||||
| Equity in Earnings of Affiliates | 7,977 | 9,784 | 39,250 | 42,213 | |||||||||||||||||||
| Operating Income | 236,693 | 216,759 | 773,452 | 802,009 | |||||||||||||||||||
| Interest and Investment Income | 10,484 | 9,239 | 43,416 | 20,700 | |||||||||||||||||||
| Interest Expense | 21,459 | 18,372 | 61,464 | 55,042 | |||||||||||||||||||
| Earnings Before Income Taxes | 225,719 | 207,626 | 755,404 | 767,666 | |||||||||||||||||||
| Provision for Income Taxes | 48,984 | 45,055 | 170,733 | 170,230 | |||||||||||||||||||
| Net Earnings | 176,735 | 162,571 | 584,671 | 597,437 | |||||||||||||||||||
| Less: Net Earnings (Loss) Attributable to Noncontrolling Interest | 34 | (108) | (170) | (200) | |||||||||||||||||||
| Net Earnings Attributable to Hormel Foods Corporation | $ | 176,701 | $ | 162,679 | $ | 584,842 | $ | 597,637 | |||||||||||||||
| Net Earnings Per Share | |||||||||||||||||||||||
| Basic | $ | 0.32 | $ | 0.30 | $ | 1.07 | $ | 1.09 | |||||||||||||||
| Diluted | $ | 0.32 | $ | 0.30 | $ | 1.07 | $ | 1.09 | |||||||||||||||
| Weighted-average Shares Outstanding | |||||||||||||||||||||||
| Basic | 548,685 | 546,358 | 547,858 | 546,389 | |||||||||||||||||||
| Diluted | 549,266 | 548,637 | 548,624 | 549,227 |
See Notes to the Consolidated Financial Statements
HORMEL FOODS CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Unaudited
| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||
| In thousands | July 28, 2024 | July 30, 2023 | July 28, 2024 | July 30, 2023 | |||||||||||||||||||
| Net Earnings | $ | 176,735 | $ | 162,571 | $ | 584,671 | $ | 597,437 | |||||||||||||||
| Other Comprehensive Income (Loss), Net of Tax: | |||||||||||||||||||||||
| Foreign Currency Translation | (29,075) | (10,572) | (36,931) | 27,362 | |||||||||||||||||||
| Pension and Other Benefits | 2,008 | 2,195 | 6,205 | 7,368 | |||||||||||||||||||
| Derivatives and Hedging | (18,601) | 2,518 | (1,397) | (31,058) | |||||||||||||||||||
| Equity Method Investments | (6,770) | 8,733 | (10,330) | 10,141 | |||||||||||||||||||
| Total Other Comprehensive Income (Loss) | (52,438) | 2,875 | (42,453) | 13,813 | |||||||||||||||||||
| Comprehensive Income | 124,297 | 165,445 | 542,218 | 611,250 | |||||||||||||||||||
| Less: Comprehensive Income (Loss) Attributable to Noncontrolling Interest | (357) | (510) | (502) | (338) | |||||||||||||||||||
| Comprehensive Income Attributable to Hormel Foods Corporation | $ | 124,653 | $ | 165,955 | $ | 542,720 | $ | 611,588 |
See Notes to the Consolidated Financial Statements
HORMEL FOODS CORPORATION
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
Unaudited
| In thousands, except share and per share amounts | July 28, 2024 | October 29, 2023 | |||||||||
| Assets | |||||||||||
| Cash and Cash Equivalents | $ | 537,476 | $ | 736,532 | |||||||
| Short-term Marketable Securities | 24,454 | 16,664 | |||||||||
| Accounts Receivable (Net of Allowance for Doubtful Accounts of $3,678 at July 28, 2024, and $3,557 at October 29, 2023) | 727,054 | 817,391 | |||||||||
| Inventories | 1,649,649 | 1,680,406 | |||||||||
| Prepaid Expenses and Other Current Assets | 58,814 | 46,256 | |||||||||
| Total Current Assets | 2,997,446 | 3,297,249 | |||||||||
| Goodwill | 4,923,731 | 4,928,464 | |||||||||
| Other Intangibles | 1,743,615 | 1,757,171 | |||||||||
| Pension Assets | 190,947 | 204,697 | |||||||||
| Investments in Affiliates | 680,386 | 725,121 | |||||||||
| Other Assets | 409,125 | 370,252 | |||||||||
| Property, Plant, and Equipment | |||||||||||
| Land | 74,670 | 74,626 | |||||||||
| Buildings | 1,471,787 | 1,458,354 | |||||||||
| Equipment | 2,815,248 | 2,781,730 | |||||||||
| Construction in Progress | 274,823 | 195,665 | |||||||||
| Less: Allowance for Depreciation | (2,467,997) | (2,344,557) | |||||||||
| Net Property, Plant, and Equipment | 2,168,531 | 2,165,818 | |||||||||
| Total Assets | $ | 13,113,781 | $ | 13,448,772 | |||||||
| Liabilities and Shareholders’ Investment | |||||||||||
| Accounts Payable | $ | 675,167 | $ | 771,397 | |||||||
| Accrued Expenses | 74,789 | 51,679 | |||||||||
| Accrued Marketing Expenses | 113,012 | 87,452 | |||||||||
| Employee-related Expenses | 248,954 | 263,330 | |||||||||
| Interest and Dividends Payable | 171,079 | 172,178 | |||||||||
| Taxes Payable | 18,513 | 15,212 | |||||||||
| Current Maturities of Long-term Debt | 8,232 | 950,529 | |||||||||
| Total Current Liabilities | 1,309,746 | 2,311,776 | |||||||||
| Long-term Debt Less Current Maturities | 2,851,621 | 2,358,719 | |||||||||
| Pension and Post-retirement Benefits | 359,083 | 349,268 | |||||||||
| Deferred Income Taxes | 499,098 | 498,106 | |||||||||
| Other Long-term Liabilities | 217,008 | 191,917 | |||||||||
| 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 July 28, 2024: 548,328,587 Shares Issued as of October 29, 2023: 546,599,420 | 8,033 | 8,007 | |||||||||
| Additional Paid-in Capital | 560,849 | 506,179 | |||||||||
| Accumulated Other Comprehensive Loss | (314,373) | (272,252) | |||||||||
| Retained Earnings | 7,612,610 | 7,492,952 | |||||||||
| Hormel Foods Corporation Shareholders’ Investment | 7,867,119 | 7,734,885 | |||||||||
| Noncontrolling Interest | 10,106 | 4,100 | |||||||||
| Total Shareholders’ Investment | 7,877,225 | 7,738,985 | |||||||||
| Total Liabilities and Shareholders’ Investment | $ | 13,113,781 | $ | 13,448,772 |
See Notes to the Consolidated Financial Statements
HORMEL FOODS CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ INVESTMENT
Unaudited
| Quarter Ended July 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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 April 30, 2023 | 546,255 | $ | 8,002 | — | $ | — | $ | 488,100 | $ | 7,435,292 | $ | (244,887) | $ | 5,108 | $ | 7,691,615 | |||||||||||||||||||||||||||||||||||||
| Net Earnings (Loss) | 162,679 | (108) | 162,571 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other Comprehensive Income (Loss) | 3,277 | (402) | 2,875 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based Compensation Expense | 5,034 | 5,034 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of Stock Options/Restricted Shares | 212 | 3 | 5,931 | 5,933 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Declared Dividends – $0.2750 per Share | 239 | (150,404) | (150,165) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at July 30, 2023 | 546,467 | $ | 8,005 | — | $ | — | $ | 499,304 | $ | 7,447,567 | $ | (241,610) | $ | 4,598 | $ | 7,717,863 | |||||||||||||||||||||||||||||||||||||
| Quarter Ended July 28, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Hormel Foods Corporation Shareholders | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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 April 28, 2024 | 548,030 | $ | 8,028 | — | $ | — | $ | 549,130 | $ | 7,591,157 | $ | (262,325) | $ | 10,462 | $ | 7,896,452 | |||||||||||||||||||||||||||||||||||||
| Net Earnings (Loss) | 176,701 | 34 | 176,735 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other Comprehensive Income (Loss) | (52,048) | (390) | (52,438) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based Compensation Expense | 5,107 | 5,107 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of Stock Options/Restricted Shares | 299 | 4 | 6,321 | 6,325 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Declared Dividends – $0.2825 per Share | 291 | (155,248) | (154,957) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at July 28, 2024 | 548,329 | $ | 8,033 | — | $ | — | $ | 560,849 | $ | 7,612,610 | $ | (314,373) | $ | 10,106 | $ | 7,877,225 |
See Notes to the Consolidated Financial Statements
HORMEL FOODS CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ INVESTMENT
Unaudited
| Nine Months Ended July 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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 30, 2022 | 546,237 | $ | 8,002 | — | $ | — | $ | 469,468 | $ | 7,313,374 | $ | (255,561) | $ | 4,936 | $ | 7,540,219 | |||||||||||||||||||||||||||||||||||||
| Net Earnings (Loss) | 597,637 | (200) | 597,437 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other Comprehensive Income (Loss) | 13,950 | (138) | 13,813 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchases of Common Stock | (310) | (12,303) | (12,303) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based Compensation Expense | 44 | — | 20,946 | 20,946 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of Stock Options/Restricted Shares | 496 | 7 | 8,482 | 8,489 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares Retired | (310) | (5) | 310 | 12,303 | (277) | (12,021) | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Declared Dividends – $0.8250 per Share | 685 | (451,423) | (450,738) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at July 30, 2023 | 546,467 | $ | 8,005 | — | $ | — | $ | 499,304 | $ | 7,447,567 | $ | (241,610) | $ | 4,598 | $ | 7,717,863 | |||||||||||||||||||||||||||||||||||||
| Nine Months Ended July 28, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Hormel Foods Corporation Shareholders | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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) | 584,842 | (170) | 584,671 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other Comprehensive Income (Loss) | (42,121) | (332) | (42,453) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Contribution from Noncontrolling Interest | 6,508 | 6,508 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based Compensation Expense | 52 | 1 | 20,110 | 20,112 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of Stock Options/Restricted Shares | 1,677 | 24 | 33,760 | 33,784 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Declared Dividends – $0.8475 per Share | 800 | (465,183) | (464,383) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at July 28, 2024 | 548,329 | $ | 8,033 | — | $ | — | $ | 560,849 | $ | 7,612,610 | $ | (314,373) | $ | 10,106 | $ | 7,877,225 |
See Notes to the Consolidated Financial Statements
HORMEL FOODS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
Unaudited
| Nine Months Ended | |||||||||||
| In thousands | July 28, 2024 | July 30, 2023 | |||||||||
| Operating Activities | |||||||||||
| Net Earnings | $ | 584,671 | $ | 597,437 | |||||||
| Adjustments to Reconcile to Net Cash Provided by (Used in) Operating Activities: | |||||||||||
| Depreciation and Amortization | 191,354 | 187,326 | |||||||||
| Equity in Earnings of Affiliates | (39,250) | (42,213) | |||||||||
| Distributions Received from Equity Method Investees | 32,997 | 28,160 | |||||||||
| Provision for Deferred Income Taxes | (1,422) | (273) | |||||||||
| Non-cash Investment Activities | (20,502) | (12,047) | |||||||||
| Stock-based Compensation Expense | 20,112 | 20,946 | |||||||||
| Operating Lease Cost | 27,869 | 16,497 | |||||||||
| Other Non-cash, Net | 18,510 | 12,295 | |||||||||
| Changes in Operating Assets and Liabilities: | |||||||||||
| Decrease (Increase) in Accounts Receivable | 89,428 | 81,423 | |||||||||
| Decrease (Increase) in Inventories | 30,596 | (20,536) | |||||||||
| Decrease (Increase) in Prepaid Expenses and Other Assets | (7,719) | (52,117) | |||||||||
| Increase (Decrease) in Pension and Post-retirement Benefits | 32,042 | 29,571 | |||||||||
| Increase (Decrease) in Accounts Payable and Accrued Expenses | (95,374) | (131,204) | |||||||||
| Increase (Decrease) in Net Income Taxes Payable | (5,196) | 13,491 | |||||||||
| Net Cash Provided by (Used in) Operating Activities | 858,117 | 728,756 | |||||||||
| Investing Activities | |||||||||||
| Net Sale (Purchase) of Securities | (6,106) | (49) | |||||||||
| Purchases of Property, Plant, and Equipment | (172,656) | (168,529) | |||||||||
| Proceeds from Sales of Property, Plant, and Equipment | 432 | 5,306 | |||||||||
| Proceeds from (Purchases of) Affiliates and Other Investments | (6,681) | (427,195) | |||||||||
| Proceeds from Company-owned Life Insurance | 8,112 | 1,980 | |||||||||
| Net Cash Provided by (Used in) Investing Activities | (176,899) | (588,489) | |||||||||
| Financing Activities | |||||||||||
| Proceeds from Long-term Debt | 497,765 | 1,980 | |||||||||
| Payment of Debt Issuance Costs | (1,105) | — | |||||||||
| Repayments of Long-term Debt and Finance Leases | (956,797) | (6,584) | |||||||||
| Dividends Paid on Common Stock | (459,978) | (442,560) | |||||||||
| Share Repurchase | — | (12,303) | |||||||||
| Proceeds from Exercise of Stock Options | 33,784 | 8,489 | |||||||||
| Proceeds from Noncontrolling Interest | 6,508 | — | |||||||||
| Net Cash Provided by (Used in) Financing Activities | (879,823) | (450,977) | |||||||||
| Effect of Exchange Rate Changes on Cash | (453) | (2,273) | |||||||||
| Increase (Decrease) in Cash and Cash Equivalents | (199,057) | (312,983) | |||||||||
| Cash and Cash Equivalents at Beginning of Year | 736,532 | 982,107 | |||||||||
| Cash and Cash Equivalents at End of Period | $ | 537,476 | $ | 669,124 | |||||||
| Supplemental Non-cash Financing and Investing Activities: | |||||||||||
| Purchases of property, plant, and equipment included in accounts payable | $ | 18,635 | $ | 2,527 |
See Notes to the Consolidated Financial Statements
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 29, 2023. 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 29, 2023.
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. Amortization related to operating leases and debt issuance costs were reclassified from Amortization to separate line items within the operating activities section of the Consolidated Condensed Statements of Cash Flows. These reclassifications had no impact on the Consolidated Statements of Operations, Consolidated Statements of Financial Position, or the Increase (Decrease) in Cash and Cash Equivalents in the Consolidated Condensed Statements of Cash Flows.
Accounting Changes and Recent Accounting Pronouncements:
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 any 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 fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and requires retrospective application to all prior periods presented in the financial statements. The Company is currently assessing the timing and 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 fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently assessing the timing and 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 - GOODWILL AND INTANGIBLE ASSETS
Goodwill: The change in the carrying amount of goodwill for the nine months ended July 28, 2024, is:
| In thousands | Retail | Foodservice | International | Total | |||||||||||||||||||
| Balance at October 29, 2023 | $ | 2,916,796 | $ | 1,750,594 | $ | 261,074 | $ | 4,928,464 | |||||||||||||||
| Foreign Currency Translation | — | — | (4,733) | (4,733) | |||||||||||||||||||
| Balance at July 28, 2024 | $ | 2,916,796 | $ | 1,750,594 | $ | 256,341 | $ | 4,923,731 |
Intangible Assets: The carrying amounts for indefinite-lived intangible assets are:
| In thousands | July 28, 2024 | October 29, 2023 | |||||||||
| Brands/Trade Names/Trademarks | $ | 1,636,807 | $ | 1,636,807 | |||||||
| Other Intangibles | 184 | 184 | |||||||||
| Foreign Currency Translation | (6,893) | (5,893) | |||||||||
| Total Indefinite-lived Intangible Assets | $ | 1,630,099 | $ | 1,631,098 |
The gross carrying amount and accumulated amortization for definite-lived intangible assets are:
| July 28, 2024 | October 29, 2023 | ||||||||||||||||||||||||||||||||||
| In thousands | Gross Carrying Amount | Accumulated Amortization | Gross Carrying Amount | Accumulated Amortization | |||||||||||||||||||||||||||||||
| Customer Lists/Relationships | $ | 168,239 | $ | (90,951) | $ | 168,239 | $ | (82,658) | |||||||||||||||||||||||||||
| Other Intangibles | 59,241 | (19,045) | 59,241 | (15,857) | |||||||||||||||||||||||||||||||
| Trade Names/Trademarks | 6,210 | (5,687) | 6,540 | (5,089) | |||||||||||||||||||||||||||||||
| Foreign Currency Translation | — | (4,492) | — | (4,344) | |||||||||||||||||||||||||||||||
| Total Definite-lived Intangible Assets | $ | 233,690 | $ | (120,174) | $ | 234,020 | $ | (107,947) |
Amortization expense on intangible assets is as follows:
| Quarter Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
| In thousands | July 28, 2024 | July 30, 2023 | July 28, 2024 | July 30, 2023 | ||||||||||||||||||||||||||||
| Amortization Expense | $ | 3,968 | $ | 4,605 | $ | 12,409 | $ | 13,806 |
Estimated annual amortization expense on intangible assets for the five fiscal years after October 29, 2023, is as follows:
| In thousands | Amortization Expense | ||||
| 2024 | $ | 16,381 | |||
| 2025 | 14,681 | ||||
| 2026 | 14,210 | ||||
| 2027 | 13,940 | ||||
| 2028 | 13,009 |
NOTE C - INVESTMENTS IN AFFILIATES
Equity in Earnings of Affiliates consists of:
| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||||||||
| In thousands | % Owned | July 28, 2024 | July 30, 2023 | July 28, 2024 | July 30, 2023 | ||||||||||||||||||||||||
| MegaMex Foods, LLC(1) | 50% | $ | 3,066 | $ | 8,099 | $ | 19,444 | $ | 34,712 | ||||||||||||||||||||
| Other Equity Method Investments(2) | Various (20-50%) | 4,912 | 1,685 | 19,806 | 7,501 | ||||||||||||||||||||||||
| Total Equity in Earnings of Affiliates | $ | 7,977 | $ | 9,784 | $ | 39,250 | $ | 42,213 |
(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 | Nine Months Ended | ||||||||||||||||||||||
| In thousands | July 28, 2024 | July 30, 2023 | July 28, 2024 | July 30, 2023 | |||||||||||||||||||
| Dividends | $ | 7,266 | $ | 14,509 | $ | 32,997 | $ | 28,160 |
On December 15, 2022, the Company purchased from various minority shareholders a 29% common stock interest in PT Garudafood Putra Putri Jaya Tbk (Garudafood), a food and beverage company in Indonesia. On April 12, 2023, the Company purchased additional shares increasing the ownership interest to 30%. This investment expanded the Company’s presence in Southeast Asia to support the global execution of the entertaining and snacking strategy. The Company has the ability to exercise significant influence, but not control, over Garudafood; therefore, the investment is accounted for under the equity method.
The Company obtained its Garudafood interest for a purchase price of $425.8 million, including associated transaction costs. The transaction was funded using the Company’s cash on hand. Based on a third-party valuation, the Company’s basis difference between the fair value of the investment and proportionate share of the carrying value of Garudafood’s net assets is $324.8 million. The basis difference related to inventory, property, plant and equipment, and certain intangible assets is being amortized through Equity in Earnings of Affiliates over the associated useful lives. As of July 28, 2024, the remaining basis difference was $304.1 million, which includes the impact of foreign currency translation. Based on quoted market prices, the fair value of the common stock held in Garudafood was $258.4 million as of July 26, 2024.
The Company recognized a basis difference of $21.3 million associated with the formation of MegaMex Foods, LLC, of which $8.7 million was remaining as of July 28, 2024. This difference is being amortized through Equity in Earnings of Affiliates.
NOTE D - INVENTORIES
Principal components of inventories are:
| In thousands | July 28, 2024 | October 29, 2023 | |||||||||
| Finished Products | $ | 936,454 | $ | 954,432 | |||||||
| Raw Materials and Work-in-Process | 447,098 | 448,535 | |||||||||
| Operating Supplies | 148,341 | 168,289 | |||||||||
| Maintenance Materials and Parts | 117,755 | 109,151 | |||||||||
| Total Inventories | $ | 1,649,649 | $ | 1,680,406 |
NOTE E - 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. The Company has determined its designated hedging programs to be highly effective in offsetting the changes in fair value or cash flows generated by the items hedged. Effectiveness testing is performed on a quarterly basis to ascertain a high level of effectiveness for cash flow and fair value hedging programs. If the requirements of hedge accounting are no longer met, hedge accounting is discontinued immediately and any future changes to fair value are recorded directly through earnings.
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, effective gains or losses related to these cash flow hedges 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 the next two upcoming fiscal years and its lean hog exposure beyond the next 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 on the Consolidated Statements of Financial Position as a Current Asset and Current Liability, respectively. Gains or losses related to these fair value hedges are recognized through Cost of Products Sold in the periods in which the hedged transactions affect earnings.
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 the anticipated debt transactions required to fund the acquisition of the Planters*®* snack nuts business. 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 J - Long-Term Debt and Other Borrowing 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 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 was amortized through earnings over the remaining life of the debt. In the third quarter of fiscal 2024, the fair value hedging adjustment was completely amortized to correspond with the payment of the 2024 Notes upon maturity.
Other Derivatives: The Company holds certain futures and swap contracts to manage the Company’s exposure to fluctuations in grain and pork commodity markets. The Company has not applied hedge accounting to these positions. Activity related to derivatives not designated as hedges was immaterial to the consolidated financial statements during the quarter and nine months ended July 28, 2024, and July 30, 2023.
Volume: The Company’s outstanding contracts related to its commodity hedging programs include:
| In millions | July 28, 2024 | October 29, 2023 | |||||||||||||||
| Corn | 27.6 | bushels | 30.7 | bushels | |||||||||||||
| Lean Hogs | 186.3 | pounds | 144.2 | pounds | |||||||||||||
| Natural Gas | 3.5 | MMBtu | 3.0 | MMBtu | |||||||||||||
| Diesel Fuel | 0.9 | gallons | — | gallons |
Fair Value of Derivatives: The gross fair values of the Company’s derivative instruments designated as hedges are:
| In thousands | Location on Consolidated Statements of Financial Position | July 28, 2024 | October 29, 2023 | |||||||||||
| Commodity Contracts(1) | Other Current Assets | $ | (18,987) | $ | (13,233) | |||||||||
(1) Amounts represent the gross fair value of commodity derivative assets and liabilities. The Company nets the derivative assets and liabilities for each of its commodity hedging programs, including cash collateral, when a master netting arrangement exists between the Company and the counterparty to the derivative contract. The amount or timing of cash collateral balances may impact the classification of the commodity derivative on the Consolidated Statements of Financial Position. The gross liability position as of July 28, 2024 was offset by the right to reclaim net cash collateral of $29.3 million contained within the master netting arrangement. The gross liability position as of October 29, 2023 was offset by the right to reclaim net cash collateral of $32.2 million. See Note H - Fair Value Measurements for a discussion of these net amounts as reported on the Consolidated Statements of Financial Position.
Fair Value Hedge - Assets (Liabilities): The carrying amount of the Company’s fair value hedged assets (liabilities) are:
| In thousands | Location on Consolidated Statements of Financial Position | July 28, 2024 | October 29, 2023 | |||||||||||
| Commodity Contracts | Accounts Payable(1) | $ | (4,160) | $ | (4,914) | |||||||||
| Interest Rate Contracts | Current Maturities of Long-term Debt(2) | — | (442,549) | |||||||||||
(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.
(2) Represents the carrying amount of the hedged portion of the 2024 Notes. The 2024 Notes were paid on June 3, 2024, and there was no cumulative fair value hedging adjustment from discontinued hedges.
Accumulated Other Comprehensive Loss Impact: As of July 28, 2024, the Company included in AOCL hedging losses (before tax) of $25.5 million on commodity contracts and gains (before tax) of $11.7 million related to interest rate settled positions. The Company expects to recognize the majority of the losses on commodity contracts over the next twelve months. Gains on interest rate contracts offset the hedged interest payments over the tenor of the associated debt instruments.
The effect on AOCL for gains or losses (before tax) related to the Company’s derivative instruments are:
| Gain/(Loss) Recognized in AOCL(1) | Gain/(Loss) Reclassified from AOCL into Earnings(1) | Location on Consolidated Statements of Operations | ||||||||||||||||||||||||
| Quarter Ended | Quarter Ended | |||||||||||||||||||||||||
| In thousands | July 28, 2024 | July 30, 2023 | July 28, 2024 | July 30, 2023 | ||||||||||||||||||||||
| Cash Flow Hedges | ||||||||||||||||||||||||||
| Commodity Contracts | $ | (26,172) | $ | (2,600) | $ | (1,541) | $ | (5,758) | Cost of Products Sold | |||||||||||||||||
| Excluded Component(2) | 299 | 423 | — | — | ||||||||||||||||||||||
| Interest Rate Contracts | — | — | 247 | 247 | Interest Expense | |||||||||||||||||||||
| Gain/(Loss) Recognized in AOCL(1) | Gain/(Loss) Reclassified from AOCL into Earnings(1) | Location on Consolidated Statements of Operations | ||||||||||||||||||||||||
| Nine Months Ended | Nine Months Ended | |||||||||||||||||||||||||
| in thousands | July 28, 2024 | July 30, 2023 | July 28, 2024 | July 30, 2023 | ||||||||||||||||||||||
| Cash Flow Hedges | ||||||||||||||||||||||||||
| Commodity Contracts | $ | (24,487) | $ | (34,151) | $ | (21,297) | $ | 5,833 | Cost of Products Sold | |||||||||||||||||
| Excluded Component(2) | 2,112 | (268) | — | — | ||||||||||||||||||||||
| Interest Rate Contracts | — | — | 741 | 741 | Interest Expense |
(1) See Note G - Accumulated Other Comprehensive Loss for the after-tax impact of these gains or losses on Net Earnings.
(2) 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.
Consolidated Statements of Operations Impact: The effect on the Consolidated Statements of Operations for gains or losses (before tax) related to the Company’s derivative instruments are:
| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||
| In thousands | July 28, 2024 | July 30, 2023 | July 28, 2024 | July 30, 2023 | |||||||||||||||||||
| Net Earnings Attributable to Hormel Foods Corporation | $ | 176,701 | $ | 162,679 | $ | 584,842 | $ | 597,637 | |||||||||||||||
| Cash Flow Hedges - Commodity Contracts | |||||||||||||||||||||||
| Gain (Loss) Reclassified from AOCL | (1,541) | (5,758) | (21,297) | 5,833 | |||||||||||||||||||
| Amortization of Excluded Component from Options | (472) | (1,531) | (2,478) | (4,441) | |||||||||||||||||||
| Fair Value Hedges - Commodity Contracts | |||||||||||||||||||||||
| Gain (Loss) on Commodity Futures(1) | 1,139 | 1,019 | 5,766 | (440) | |||||||||||||||||||
| Total Gain (Loss) on Commodity Contracts(2) | (874) | (6,271) | (18,008) | 952 | |||||||||||||||||||
| Cash Flow Hedges - Interest Rate Contracts | |||||||||||||||||||||||
| Gain (Loss) Reclassified from AOCL | 247 | 247 | 741 | 741 | |||||||||||||||||||
| Fair Value Hedge - Interest Rate Contracts | |||||||||||||||||||||||
| Amortization of Loss Due to Discontinuance of Fair Value Hedge(3) | (1,202) | (3,125) | (7,451) | (9,374) | |||||||||||||||||||
| Total Gain (Loss) on Interest Rate Contracts(4) | (955) | (2,878) | (6,710) | (8,633) | |||||||||||||||||||
| Total Gain (Loss) Recognized in Earnings | $ | (1,828) | $ | (9,148) | $ | (24,718) | $ | (7,681) |
(1) Represents gains or losses on commodity contracts designated as fair value hedges that were closed during the quarter and nine months ended July 28, 2024, and July 30, 2023, which were offset by a corresponding gain or loss on the underlying hedged purchase commitment. Additional gains or losses related to changes in the fair value of open commodity contracts, along with the offsetting gain or loss on the hedged purchase commitment, are also marked-to-market through earnings with no impact on a net basis.
(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 F - PENSION AND OTHER POST-RETIREMENT BENEFITS
Net periodic cost for pension and other post-retirement benefit plans consists of:
| Pension Benefits | |||||||||||||||||||||||
| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||
| In thousands | July 28, 2024 | July 30, 2023 | July 28, 2024 | July 30, 2023 | |||||||||||||||||||
| Service Cost | $ | 9,033 | $ | 8,902 | $ | 27,108 | $ | 26,705 | |||||||||||||||
| Interest Cost | 18,336 | 17,157 | 55,008 | 51,472 | |||||||||||||||||||
| Expected Return on Plan Assets | (19,377) | (19,571) | (58,132) | (58,714) | |||||||||||||||||||
| Amortization of Prior Service Cost | (221) | (461) | (664) | (1,383) | |||||||||||||||||||
| Recognized Actuarial (Gain) Loss | 3,317 | 3,325 | 9,951 | 9,976 | |||||||||||||||||||
| Net Periodic Cost | $ | 11,086 | $ | 9,353 | $ | 33,270 | $ | 28,058 |
| Post-retirement Benefits | |||||||||||||||||||||||
| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||
| In thousands | July 28, 2024 | July 30, 2023 | July 28, 2024 | July 30, 2023 | |||||||||||||||||||
| Service Cost | $ | 41 | $ | 62 | $ | 123 | $ | 185 | |||||||||||||||
| Interest Cost | 2,895 | 3,016 | 8,687 | 9,044 | |||||||||||||||||||
| Amortization of Prior Service Cost | 2 | 2 | 6 | 6 | |||||||||||||||||||
| Recognized Actuarial (Gain) Loss | (317) | (7) | (952) | (21) | |||||||||||||||||||
| Net Periodic Cost | $ | 2,621 | $ | 3,073 | $ | 7,864 | $ | 9,214 |
Non-service cost components of net pension and post-retirement benefit cost are presented within Interest and Investment Income in the Consolidated Statements of Operations.
NOTE G - 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 April 28, 2024 | $ | (93,937) | $ | (179,795) | $ | 8,121 | $ | 3,286 | $ | (262,325) | ||||||||||||||||||||||||||||
| Unrecognized Gains (Losses) | — | — | ||||||||||||||||||||||||||||||||||||
| Gross | (28,685) | (90) | (25,873) | (5,079) | (59,726) | |||||||||||||||||||||||||||||||||
| Tax Effect | — | — | 6,286 | — | 6,286 | |||||||||||||||||||||||||||||||||
| Reclassification into Net Earnings | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Gross | — | 2,781 | (1) | 1,294 | (2) | (1,691) | (3) | 2,383 | ||||||||||||||||||||||||||||||
| Tax Effect | — | (683) | (308) | — | (991) | |||||||||||||||||||||||||||||||||
| Change Net of Tax | (28,685) | 2,008 | (18,601) | (6,770) | (52,048) | |||||||||||||||||||||||||||||||||
| Balance at July 28, 2024 | $ | (122,621) | $ | (177,788) | $ | (10,481) | $ | (3,484) | $ | (314,373) | ||||||||||||||||||||||||||||
| Balance at October 29, 2023 | $ | (86,022) | $ | (183,993) | $ | (9,084) | $ | 6,847 | $ | (272,252) | ||||||||||||||||||||||||||||
| Unrecognized Gains (Losses) | ||||||||||||||||||||||||||||||||||||||
| Gross | (36,599) | (87) | (22,375) | (5,113) | (64,174) | |||||||||||||||||||||||||||||||||
| Tax Effect | — | — | 5,417 | — | 5,417 | |||||||||||||||||||||||||||||||||
| Reclassification into Net Earnings | ||||||||||||||||||||||||||||||||||||||
| Gross | — | 8,341 | (1) | 20,555 | (2) | (5,217) | (3) | 23,679 | ||||||||||||||||||||||||||||||
| Tax Effect | — | (2,049) | (4,994) | — | (7,043) | |||||||||||||||||||||||||||||||||
| Change Net of Tax | (36,599) | 6,205 | (1,397) | (10,330) | (42,121) | |||||||||||||||||||||||||||||||||
| Balance at July 28, 2024 | $ | (122,621) | $ | (177,788) | $ | (10,481) | $ | (3,484) | $ | (314,373) |
(1) Included in computation of net periodic cost. See Note F - Pension and Other Post-Retirement Benefits for additional information.
(2) Included in Cost of Products Sold and Interest Expense in the Consolidated Statements of Operations. See Note E - Derivatives and Hedging for additional information.
(3) Included in Equity in Earnings of Affiliates in the Consolidated Statements of Operations.
NOTE H - 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 the three levels below based on the inputs used in the valuation.
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.
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 July 28, 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 | |||||||||||||||||||||||
| Cash and Cash Equivalents(1) | $ | 537,476 | $ | 537,008 | $ | 468 | $ | — | |||||||||||||||
| Short-term Marketable Securities(2) | 24,454 | 4,970 | 19,484 | — | |||||||||||||||||||
| Other Trading Securities(3) | 206,980 | — | 206,980 | — | |||||||||||||||||||
| Commodity Derivatives(4) | 7,067 | 9,298 | (2,231) | — | |||||||||||||||||||
| Total Assets at Fair Value | $ | 775,976 | $ | 551,276 | $ | 224,700 | $ | — | |||||||||||||||
| Liabilities at Fair Value | |||||||||||||||||||||||
| Deferred Compensation(3) | $ | 61,425 | $ | — | $ | 61,425 | $ | — | |||||||||||||||
| Total Liabilities at Fair Value | $ | 61,425 | $ | — | $ | 61,425 | $ | — |
| Fair Value Measurements at October 29, 2023 | |||||||||||||||||||||||
| 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 | |||||||||||||||||||||||
| Cash and Cash Equivalents(1) | $ | 736,532 | $ | 735,387 | $ | 1,145 | $ | — | |||||||||||||||
| Short-term Marketable Securities(2) | 16,664 | 2,499 | 14,164 | — | |||||||||||||||||||
| Other Trading Securities(3) | 188,162 | — | 188,162 | — | |||||||||||||||||||
| Commodity Derivatives(4) | 9,330 | 9,603 | (273) | — | |||||||||||||||||||
| Total Assets at Fair Value | $ | 950,688 | $ | 747,489 | $ | 203,199 | $ | — | |||||||||||||||
| Liabilities at Fair Value | |||||||||||||||||||||||
| Deferred Compensation(3) | $ | 55,222 | $ | — | $ | 55,222 | $ | — | |||||||||||||||
| Total Liabilities at Fair Value | $ | 55,222 | $ | — | $ | 55,222 | $ | — |
The following methods and assumptions were used to estimate the fair value of the financial assets and liabilities above:
(1) The Company’s cash equivalents considered Level 1 consist primarily of bank deposits, money market funds rated AAA, or other highly liquid investment accounts, and have a maturity date of three months or less. Cash equivalents considered Level 2 are funds holding agency bonds or securities recognized at amortized cost.
(2) 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 rated AAA held by the portfolio are classified as Level 1. The current investment portfolio also includes corporate bonds and other asset backed securities for which there is an active, quoted market. 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.
(3) The Company maintains a rabbi trust to fund certain supplemental executive retirement plans and deferred compensation plans. The majority of the funds held in the rabbi trust relate to supplemental executive retirement plans and have been invested primarily in fixed income funds managed by a third party. The declared rate on these funds is set based on a formula using the yield of the general account investment portfolio supporting the fund, as adjusted for expenses and other charges. The rate is guaranteed for one year at issue and may
be reset annually on the policy anniversary, subject to a guaranteed minimum rate. As the value is based on adjusted market rates and the fixed rate is only reset on an annual basis, these funds are classified as Level 2.
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 maintains funding in the rabbi trust generally mirroring the selections within the deferred compensation plans. These funds are managed by a third-party insurance policy, the values of which 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 rabbi trust is included in Other Assets and deferred compensation liabilities in Other Long-term Liabilities on the Consolidated Statements of Financial Position. Securities held by the rabbi trust are classified as trading securities. Unrealized gains and losses associated with these investments are included in the Company’s earnings. During the quarter and nine months ended July 28, 2024, securities held by the rabbi trust generated gains of $4.9 million, and $18.8 million, respectively, compared to gains of $5.1 million and $12.1 million for the quarter and nine months ended July 30, 2023, respectively.
(4) The Company’s commodity derivatives represent futures, swaps, and options contracts used in its hedging or other programs to offset price fluctuations associated with purchases of corn, natural gas, diesel fuel, hogs, and pork, and to minimize the price risk assumed when forward priced contracts are offered to the Company’s commodity suppliers. 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 USDA 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 Other Current Assets or Accounts Payable, as appropriate, on the Consolidated Statements of Financial Position. As of July 28, 2024, the Company had recognized the right to reclaim net cash collateral of $29.3 million from various counterparties (including cash of $37.7 million less $8.4 million of realized loss). As of October 29, 2023, the Company had recognized the right to reclaim net cash collateral of $32.2 million from various counterparties (including cash of $42.6 million less $10.4 million of realized loss).
The Company’s financial assets and liabilities include accounts receivable, accounts payable, and other liabilities, for which carrying value approximates fair value. The Company does not carry its long-term debt at fair value on the Consolidated Statements of Financial Position. The fair value of long-term debt, utilizing discounted cash flows (Level 2), was $2.4 billion as of July 28, 2024, and $2.7 billion as of October 29, 2023. See Note J - Long-Term Debt and Other Borrowing Arrangements for additional information.
The Company measures certain nonfinancial assets and liabilities at fair value, which are recognized or disclosed on a nonrecurring basis (e.g., goodwill, intangible assets, and property, plant, and equipment). There were no material remeasurements of assets or liabilities at fair value on a nonrecurring basis subsequent to their initial recognition during the quarter and nine months ended July 28, 2024, and July 30, 2023.
NOTE I - COMMITMENTS AND CONTINGENCIES
Except as described below, there were no material changes outside the ordinary course of business during the quarter and nine months ended July 28, 2024, to the contractual obligations and other commitments last disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended October 29, 2023.
Legal Proceedings: 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, 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 putative class action complaints were filed against the Company, as well as several other pork-processing companies and a benchmarking service called Agri Stats, in the U.S. District Court for the District of Minnesota styled In re Pork Antitrust Litigation (the Pork Antitrust Litigation). Class Plaintiffs consist of Direct Purchaser Plaintiffs, Commercial and Institutional Indirect Purchaser Plaintiffs, and Consumer Indirect Purchaser Plaintiffs. The Class Plaintiffs allege, among other things, that beginning in January 2009, the defendants conspired and combined to fix, raise, maintain, and stabilize the price of pork and pork products—including through the use of Agri Stats—in violation of federal antitrust laws. The complaints on behalf of the putative classes of indirect purchasers also include causes of action under
various state unfair competition laws, consumer protection laws, and unjust enrichment common laws. The plaintiffs seek treble damages, injunctive relief, pre- and post-judgment interest, costs, and attorneys’ fees. Since the original filing, certain Non-Class Direct-Action Plaintiffs including the Offices of the Attorney General in New Mexico and Alaska, have opted out of class treatment and are proceeding with individual direct actions making similar claims, and others may do so in the future.
Although the Company strongly denies liability, continues to deny the allegations asserted by the Class Plaintiffs, and believes it has valid defenses, to avoid the uncertainty, risk, expense, and distraction of continued litigation involving the Class Plaintiffs, the Company executed settlement agreements providing for payments by the Company to the Direct Purchaser Plaintiffs of $4.9 million, the Commercial and Institutional Indirect Purchaser Plaintiffs of $2.4 million, and the Consumer Indirect Purchaser Plaintiffs of $4.5 million. The settlement amounts were recorded in Selling, General, and Administrative in the Consolidated Statements of Operations in the second quarter of fiscal 2024. Payments totaling $7.3 million were made in the third quarter of fiscal 2024, and $4.5 million is reflected within Accrued Expenses on the Consolidated Statements of Financial Position for the third quarter of fiscal 2024. The $4.5 million settlement amount was paid in August 2024, subsequent to the end of the third quarter.
The Company continues to defend against the claims of the Non-Class Direct-Action Plaintiffs. The Company has not recorded any liability for the non-class matters as it does not believe a loss is probable, and it cannot reasonably estimate any reasonably possible loss as the Company believes that it has valid and meritorious defenses against the allegations.
Turkey Antitrust Litigation
Beginning in December 2019, a series of putative 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 putative classes of indirect purchasers also include causes of action under various state unfair competition laws, consumer protection laws, and unjust enrichment common laws. The plaintiffs seek treble damages, injunctive relief, pre- and post-judgment interest, costs, and attorneys’ fees. Since the original filing, certain direct-action plaintiffs have opted out of class treatment and are proceeding with individual direct actions making similar claims, and others may do so in the future. The Company has not recorded any liability for these matters as it does not believe a loss is probable, and it cannot reasonably estimate any reasonably possible loss as the Company believes that it has valid and meritorious defenses against the allegations.
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 allege that, since 2000, the defendants directly and through wage surveys and a benchmarking service exchanged information regarding compensation in an effort to depress and fix wages and benefits for employees at poultry-processing plants, feed mills, and hatcheries in violation of federal antitrust laws. The complaint sought, among other things, treble monetary damages, punitive damages, restitution, and pre- and post-judgment interest, as well as declaratory and injunctive relief. In July 2022, the Court partially granted the Company’s motion to dismiss, and dismissed plaintiffs’ per se wage-fixing claim as to the Company.
Although the Company strongly denies liability, continues to deny the allegations asserted by the plaintiffs, and believes it has valid defenses, to avoid the uncertainty, risk, expense, and distraction of continued litigation, the Company executed a settlement agreement with the plaintiffs on August 20, 2024, to settle this matter for the payment of $3.5 million. The settlement remains subject to Court approval. The Company recorded the agreed-upon settlement amount in Selling, General, and Administrative in the Consolidated Statements of Operations and in Accrued Expenses on the Consolidated Statements of Financial Position for the third quarter of fiscal 2024. The agreed-upon settlement amount will be paid following preliminary Court approval.
Red Meat Wages Antitrust Litigation
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 allege that, since 2000, the defendants directly and through wage surveys and a benchmarking service exchanged information regarding compensation in an effort to depress and fix wages and benefits for employees at beef- and pork-processing plants in violation of federal antitrust laws. The complaint sought, among other things, treble monetary damages, punitive damages, restitution, and pre- and post-judgment interest, as well as declaratory and injunctive relief.
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 $13.5 million and the provision of certain data and information. The settlement remains subject to Court approval. The Company recorded the agreed-upon settlement amount in Selling, General, and Administrative in the Consolidated Statements of Operations and in Accrued Expenses on the Consolidated Statements of Financial Position for the third quarter of fiscal 2024. The agreed-upon settlement amount will be paid following preliminary Court approval.
NOTE J - LONG-TERM DEBT AND OTHER BORROWING ARRANGEMENTS
Long-term Debt consists of:
| In thousands | July 28, 2024 | October 29, 2023 | |||||||||
| 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 | — | |||||||||
| Senior Unsecured Notes, with Interest at 0.650% Interest Due Semi-annually through June 2024 Maturity Date | — | 950,000 | |||||||||
| Unamortized Discount on Senior Notes | (6,897) | (7,016) | |||||||||
| Unamortized Debt Issuance Costs | (16,341) | (16,278) | |||||||||
| Interest Rate Swap Liabilities(1) | — | (7,451) | |||||||||
| Finance Lease Liabilities | 29,600 | 36,085 | |||||||||
| Other Financing Arrangements | 3,490 | 3,908 | |||||||||
| Total | 2,859,853 | 3,309,247 | |||||||||
| Less: Current Maturities of Long-term Debt | 8,232 | 950,529 | |||||||||
| Long-term Debt Less Current Maturities | $ | 2,851,621 | $ | 2,358,719 |
(1) See Note E - Derivatives and Hedging for additional information.
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 $950.0 million aggregate principal amount of its 0.650% notes due June 2024 (2024 Notes), $750.0 million aggregate principal amount of its 1.700% notes due June 2028 (2028 Notes), and $600.0 million aggregate principal amount of its 3.050% notes due June 2051 (2051 Notes). The notes may be redeemed in whole or in part at any time at the applicable redemption price. Interest accrues per annum at the stated rates and is paid semi-annually in arrears on June 3 and December 3 of each year, commencing December 3, 2021. Interest rate risk was hedged utilizing interest rate locks on the 2028 Notes and 2051 Notes. The Company lifted the hedges in conjunction with the issuance of these notes. See Note E - 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. The Company repaid the $950.0 million 2024 Notes upon maturity on June 3, 2024.
On June 11, 2020, the Company issued senior notes in an aggregate principal amount of $1.0 billion due June 2030. The notes bear interest at a fixed rate of 1.800% per annum, with interest paid semi-annually in arrears on June 11 and December 11 of each year, commencing December 11, 2020. The notes may be redeemed in whole or in part at any time at the applicable redemption 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 May 6, 2021, the Company entered into an unsecured revolving credit agreement with Wells Fargo Bank, National Association as administrative agent, swingline 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.
On April 17, 2023, the Company entered into a first amendment (Amendment) to the Company’s $750.0 million unsecured revolving credit agreement. The Amendment provided for, among other things (i) the replacement of London Interbank Offered Rate (LIBOR) with Term Secured Overnight Financing Rate (SOFR) and Daily Simple Singapore Overnight Rate Average (SORA) for the Eurocurrency Rate for U.S. Dollars and Singapore Dollars, including applicable credit spread adjustments and relevant SOFR benchmark provisions, (ii) permitting two one-year extension options to be exercised at any anniversary, (iii) removing the change in debt ratings notice requirement, (iv) shortening the notice period requirements for Base Rate Loans to allow for same day notice, and (v) increasing the number of permitted Interest Periods from 8 to 15.
The unsecured revolving line of credit bears interest, at the Company’s election, at either a Base Rate plus margin of 0.0% to 0.150% or the Adjusted Term SOFR, Adjusted Daily Simple Risk-Free Rate (RFR) or Eurocurrency Rate plus margin of 0.575% to 1.150%. A variable fee of 0.050% to 0.100% is paid for the availability of this credit line. Extensions of credit under the facility may be made in the form of revolving loans, swingline loans, and letters of credit. The lending commitments under the agreement are scheduled to expire on May 6, 2026, at which time the Company will be required to pay in full all obligations then outstanding. As of July 28, 2024, and October 29, 2023, the Company had no outstanding draws from this facility.
Debt Covenants: The Company is required by certain covenants in its debt agreements to maintain specified levels of financial ratios and financial position. As of July 28, 2024, the Company was in compliance with all covenants.
NOTE K - 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 nine months ended July 28, 2024, was 21.7% and 22.6%, respectively, compared to 21.7% and 22.2%, respectively, for the corresponding periods a year ago. The Company benefited from the purchase of federal transferable energy credits in the third quarter of fiscal 2024. The Company benefited from the impact of higher federal deductions in the third quarter of fiscal 2023.
Unrecognized tax benefits, including interest and penalties, are recorded in Other Long-term Liabilities. If recognized as of July 28, 2024, these benefits would impact the Company’s effective tax rate by $17.2 million compared to $19.6 million as of July 30, 2023. The Company includes accrued interest and penalties related to uncertain tax positions in Provision for Income Taxes, with immaterial losses included during the quarter ended July 28, 2024, and July 30, 2023. The amount of accrued interest and penalties associated with unrecognized tax benefits was $2.7 million at July 28, 2024, and $3.2 million at July 30, 2023.
The Company is regularly audited by federal and state taxing authorities. The IRS concluded its examination of fiscal 2021 in the second quarter of fiscal 2023. The IRS placed the Company in the Bridge phase of the Compliance Assurance Process (CAP) for fiscal years 2020 and 2023. 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 for fiscal years through 2025. 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 July 28, 2024, it was not possible to reasonably estimate the effect of any amount of such change to previously recorded uncertain tax positions.
NOTE L - EARNINGS PER SHARE DATA
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 | Nine Months Ended | ||||||||||||||||||||||
| In thousands | July 28, 2024 | July 30, 2023 | July 28, 2024 | July 30, 2023 | |||||||||||||||||||
| Basic Weighted-average Shares Outstanding | 548,685 | 546,358 | 547,858 | 546,389 | |||||||||||||||||||
| Dilutive Potential Common Shares | 581 | 2,279 | 766 | 2,838 | |||||||||||||||||||
| Diluted Weighted-average Shares Outstanding | 549,266 | 548,637 | 548,624 | 549,227 | |||||||||||||||||||
| Antidilutive Potential Common Shares | 17,560 | 7,589 | 17,888 | 5,998 |
NOTE M - 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 is 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. 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 and nutritional products for foodservice, convenience store, and commercial customers.
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, 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.
| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||
| In thousands | July 28, 2024 | July 30, 2023 | July 28, 2024 | July 30, 2023 | |||||||||||||||||||
| Net Sales | |||||||||||||||||||||||
| Retail | $ | 1,767,251 | $ | 1,891,746 | $ | 5,467,078 | $ | 5,765,786 | |||||||||||||||
| Foodservice | 954,021 | 890,949 | 2,799,110 | 2,607,140 | |||||||||||||||||||
| International | 177,171 | 180,605 | 516,517 | 539,005 | |||||||||||||||||||
| Total Net Sales | $ | 2,898,443 | $ | 2,963,299 | $ | 8,782,706 | $ | 8,911,930 | |||||||||||||||
| Segment Profit | |||||||||||||||||||||||
| Retail | $ | 127,932 | $ | 151,128 | $ | 409,836 | $ | 459,031 | |||||||||||||||
| Foodservice | 142,487 | 146,270 | 441,952 | 428,110 | |||||||||||||||||||
| International | 21,792 | 12,222 | 65,026 | 45,723 | |||||||||||||||||||
| Total Segment Profit | 292,211 | 309,619 | 916,814 | 932,863 | |||||||||||||||||||
| Net Unallocated Expense | 66,526 | 101,886 | 161,239 | 164,997 | |||||||||||||||||||
| Noncontrolling Interest | 34 | (108) | (170) | (200) | |||||||||||||||||||
| Earnings Before Income Taxes | $ | 225,719 | $ | 207,626 | $ | 755,404 | $ | 767,666 |
The Company’s products primarily consist of meat and other food products. Total revenue contributed by classes of similar products are:
| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||
| In thousands | July 28, 2024 | July 30, 2023 | July 28, 2024 | July 30, 2023 | |||||||||||||||||||
| Perishable | $ | 2,115,087 | $ | 2,068,787 | $ | 6,251,076 | $ | 6,222,485 | |||||||||||||||
| Shelf-stable | 783,356 | 894,512 | 2,531,630 | 2,689,445 | |||||||||||||||||||
| Total Net Sales | $ | 2,898,443 | $ | 2,963,299 | $ | 8,782,706 | $ | 8,911,930 |
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, nutritional food supplements, and other items that do not require refrigeration.
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