Hormel Foods 10-Q 2025-07-27

Filed 2025-08-28. 8 sections, 185K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

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 July 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

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HORMEL FOODS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware41-0319970
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
1 Hormel Place, Austin Minnesota55912-3680
(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 classTrading SymbolName of each exchange on which registered
Common Stock$0.01465par valueHRLNew 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, a 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.

ClassOutstanding at August 24, 2025
Common Stock$0.01465par value549,998,433
Common Stock Nonvoting$0.01par value0

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION3
Item 1.Financial Statements3
Consolidated Statements of Operations3
Consolidated Statements of Comprehensive Income4
Consolidated Statements of Financial Position5
Consolidated Statements of Changes in Shareholders’ Investment6
Consolidated Condensed Statements of Cash Flows8
Notes to the Consolidated Financial Statements9
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations21
Results of Operations21
Overview21
Consolidated Results22
Segment Results24
Related Party Transactions27
Non-GAAP Measures27
Liquidity and Capital Resources30
Critical Accounting Estimates32
Forward-looking Statements32
Item 3.Quantitative and Qualitative Disclosures About Market Risk33
Item 4.Controls and Procedures33
PART II - OTHER INFORMATION34
Item 1.Legal Proceedings34
Item 1A.Risk Factors34
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds34
Item 3.Defaults Upon Senior Securities34
Item 4.Mine Safety Disclosures34
Item 5.Other Information34
Item 6.Exhibits35
SIGNATURES36

PART I – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

HORMEL FOODS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

Quarter EndedNine Months Ended
In thousands, except per share amountsJuly 27, 2025July 28, 2024July 27, 2025July 28, 2024
Net Sales$3,032,876$2,898,443$8,920,499$8,782,706
Cost of Products Sold2,545,5672,410,0757,473,5247,281,798
Gross Profit487,309488,3691,446,9751,500,908
Selling, General, and Administrative258,713259,653773,158766,707
Equity in Earnings of Affiliates11,1537,97742,61439,250
Operating Income239,748236,693716,430773,452
Interest and Investment Income16,22710,48427,08443,416
Interest Expense19,46121,45958,43861,464
Earnings Before Income Taxes236,514225,719685,076755,404
Provision for Income Taxes52,81848,984151,107170,733
Net Earnings183,696176,735533,968584,671
Less: Net Earnings (Loss) Attributable to Noncontrolling Interest(46)34(366)(170)
Net Earnings Attributable to Hormel Foods Corporation$183,742$176,701$534,334$584,842
Net Earnings Per Share
Basic$0.33$0.32$0.97$1.07
Diluted$0.33$0.32$0.97$1.07
Weighted-average Shares Outstanding
Basic550,408548,685550,048547,858
Diluted550,723549,266550,396548,624

See Notes to the Consolidated Financial Statements

HORMEL FOODS CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Unaudited

Quarter EndedNine Months Ended
In thousandsJuly 27, 2025July 28, 2024July 27, 2025July 28, 2024
Net Earnings$183,696$176,735$533,968$584,671
Other Comprehensive Income (Loss), Net of Tax:
Foreign Currency Translation16,772(29,075)(38,427)(36,931)
Pension and Other Benefits2,5232,0087,4316,205
Derivatives and Hedging(1,190)(18,601)10,788(1,397)
Equity Method Investments5,756(6,770)8,132(10,330)
Total Other Comprehensive Income (Loss)23,861(52,438)(12,075)(42,453)
Comprehensive Income207,557124,297521,893542,218
Less: Comprehensive Income (Loss) Attributable to Noncontrolling Interest221(357)(766)(502)
Comprehensive Income Attributable to Hormel Foods Corporation$207,337$124,653$522,660$542,720

See Notes to the Consolidated Financial Statements

HORMEL FOODS CORPORATION

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

Unaudited

In thousands, except share and per share amountsJuly 27, 2025October 27, 2024
Assets
Cash and Cash Equivalents$599,189$741,881
Short-term Marketable Securities31,48024,742
Accounts Receivable (Net of Allowance for Doubtful Accounts of $3,660 at July 27, 2025, and $3,712 at October 27, 2024)764,338817,908
Inventories1,821,8601,576,300
Taxes Receivable50,55950,380
Prepaid Expenses and Other Current Assets55,06435,265
Total Current Assets3,322,4903,246,476
Goodwill4,923,2184,923,487
Intangible Assets1,721,4871,732,705
Pension Assets192,123205,964
Investments in Affiliates698,632719,481
Other Assets426,068411,889
Property, Plant, and Equipment
Land74,41175,159
Buildings1,506,3061,503,519
Equipment2,940,1372,905,058
Construction in Progress330,408228,726
Less: Allowance for Depreciation(2,638,553)(2,517,734)
Net Property, Plant, and Equipment2,212,7092,194,728
Total Assets$13,496,726$13,434,729
Liabilities and Shareholders’ Investment
Accounts Payable$707,753$735,604
Accrued Expenses59,03666,380
Accrued Marketing Expenses117,328108,156
Employee-related Expenses251,860283,490
Interest and Dividends Payable174,361175,941
Taxes Payable28,45421,916
Current Maturities of Long-term Debt6,7407,813
Total Current Liabilities1,345,5311,399,

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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 discloses certain measures not defined by United States (U.S.) Generally Accepted Accounting Principles (GAAP), including organic volume, organic net sales, adjusted selling, general and administrative (SG&A) expenses, adjusted SG&A as a percent of net sales, adjusted earnings before income taxes, and adjusted diluted earnings per share. The Company utilizes these non-GAAP measures to understand and evaluate operating performance on a consistent basis. For additional information and reconciliations to the most closely comparable measures calculated in accordance with GAAP, see the "Non-GAAP Measures" section of this Item.

Diluted earnings per share was $0.33 for the third quarter of fiscal 2025, up 3 percent compared to the same period last year. Adjusted diluted earnings per share for the third quarter of fiscal 2025 was $0.35, down 5 percent compared to the same period last year. Significant factors impacting the quarter are listed below. All comparisons are to the same period of the prior year unless otherwise noted.

  • Net sales for the third quarter of fiscal 2025 increased 5 percent compared to the prior year. Organic net sales increased 6 percent with growth in each segment.

  • Total segment profit for the third quarter of fiscal 2025 decreased 3 percent. Segment profit declined in each segment.

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

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

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

  • Earnings before income taxes for the third quarter of fiscal 2025 increased 5 percent, as the benefits from higher net sales and higher interest and investment income were partially offset by higher input costs. Adjusted earnings before income taxes decreased 2 percent.

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

  • Cash flow from operations was $522 million for the first nine months of fiscal 2025, a 39 percent decrease from the comparable period of the prior year. The decline in cash flow from operations was primarily due to a planned inventory build in the second and third quarters of fiscal 2025 and elevated commodity market prices.

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

Consolidated Results

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

Quarter EndedNine Months Ended
In thousands, except per share amountsJuly 27, 2025July 28, 2024% ChangeJuly 27, 2025July 28, 2024% Change
Volume (lbs.)1,046,5901,018,6902.73,101,2883,180,087(2.5)
Organic Volume (lbs.)1,046,5901,002,1834.43,101,2883,131,065(1.0)
Net Sales$3,032,876$2,898,4434.6$8,920,499$8,782,7061.6
Organic Net Sales3,032,8762,869,7605.78,920,4998,698,9142.5
Earnings Before Income Taxes236,514225,7194.8685,076755,404(9.3)
Net Earnings Attributable to Hormel Foods Corporation183,742176,7014.0534,334584,842(8.6)
Diluted Earnings Per Share0.330.323.10.971.07(9.3)
Adjusted Diluted Earnings Per Share0.350.37(5.4)1.051.16(9.5)

Volume and Net Sales

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

For the third quarter of fiscal 2025, net sales increased in each segment. Net sales growth across the enterprise was driven primarily by the turkey portfolio, Planters**®** snack nuts, the SPAM® family of products, and the Foodservice customized solutions business.

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

For the third quarter of fiscal 2025, volume grew in the Retail and International segments while organic volume grew in the Foodservice segment. For the first nine months of fiscal 2025, organic volume in the Foodservice segment increased compared to the prior year. Volume increased in the International segment and declined in the Retail segment for the first nine months of fiscal 2025.

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

Cost of Products Sold

Quarter EndedNine Months Ended
In thousandsJuly 27, 2025July 28, 2024% ChangeJuly 27, 2025July 28, 2024% Change
Cost of Products Sold$2,545,567$2,410,0755.6$7,473,524$7,281,7982.6

Cost of products sold for the third quarter of fiscal 2025 increased, primar

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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 concentration of 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 July 27, 2025, was $7.4 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 July 27, 2025, by $26.4 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 July 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 hypothetical 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 July 27, 2025, by $65.9 million. A 10 percent increase would have negatively impacted the long-term debt by $61.2 million.

Foreign Currency Exchange Rate Risk: The fair values of certain Company assets and liabilities are subject to fluctuations in foreign currency exchange rates. The Company’s net asset position in foreign currencies was $1.1 billion as of July 27, 2025, and $1.2 billion as of October 27, 2024, with most of the exposure existing in Indonesian rupiah, Chinese yuan, and Brazilian real. The Company 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 July 27, 2025, the balance of these securities totaled $215.0 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 hypothetical 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 $10.7 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 July 27, 2025, and October 27, 2024, one customer accounted for more than 10 percent 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 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.

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 third 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 July 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 July 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 July 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.

Item 6. EXHIBITS

10.1(1)Employment Agreement, dated as of June 20, 2025, between Hormel Foods Corporation and Jeffrey Ettinger.
10.2(1)Employment Agreement, dated as of June 20, 2025, between Hormel Foods Corporation and John Ghingo.
31.1Certification Required Under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certification Required Under Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended July 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.
104The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended July 27, 2025, formatted in Inline XBRL (included as Exhibit 101).
(1)Management contract or compensatory plan or arrangement.

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: August 28, 2025By:/s/ JACINTH C. SMILEY
JACINTH C. SMILEY
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Date: August 28, 2025By:/s/ PAUL R. KUEHNEMAN
PAUL R. KUEHNEMAN
Vice President and Controller
(Principal Accounting Officer)