8-K

HORMEL FOODS CORP /DE/ (HRL)

8-K 2024-09-04 For: 2024-09-04
View Original
Added on April 04, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  September 4, 2024

HORMEL FOODS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware 1-2402 41-0319970
(State or Other Jurisdiction of<br>Incorporation) (Commission File<br>Number) (IRS Employer Identification Number)
1 Hormel Place, Austin, Minnesota 55912-3680
--- ---
(Address of principal executive offices) (Zip Code)

(507) 437-5611

Registrant’s telephone number, including area code

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Section 2 – FINANCIAL INFORMATION

Item 2.02 Results of Operations and Financial Condition

On September 4, 2024, Hormel Foods Corporation (the Company) issued an earnings release announcing its financial results for the third quarter ended July 28, 2024.  A copy of the earnings release is furnished as Exhibit 99 to this Form 8-K and is incorporated herein by reference.

Section 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d)    Exhibits

99 Earnings Release issued September 4, 2024
104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

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 hereunto duly authorized.

HORMEL FOODS CORPORATION
(Registrant)
Dated: September 4, 2024 By /s/ JAMES P. SNEE
JAMES P. SNEE
Chairman of the Board, President and
Chief Executive Officer

3

Document

INVESTOR CONTACT:<br>Jess Blomberg<br>ir@hormel.com MEDIA CONTACT:<br><br>Media Relations<br><br>media@hormel.com

HORMEL FOODS REPORTS THIRD QUARTER FISCAL 2024 RESULTS

Delivers better-than-expected earnings and sees growing benefits from transform and modernize initiative

AUSTIN, Minn. (Sep. 4, 2024) – Hormel Foods Corporation (NYSE: HRL), a Fortune 500 global branded food company, today reported results for the third quarter of fiscal 2024, ended July 28, 2024. All comparisons are to the comparable period of fiscal 2023, unless otherwise noted.

EXECUTIVE SUMMARY — THIRD QUARTER

•Volume of 1.02 billion lbs.

•Net sales of $2.90 billion

•Operating income of $237 million; adjusted operating income1 of $267 million

•Operating margin of 8.2%; adjusted operating margin1 of 9.2%

•Earnings before income taxes of $226 million; adjusted earnings before income taxes1 of $256 million

•Effective tax rate of 21.7%

•Diluted net earnings per share of $0.32; adjusted diluted net earnings per share1 of $0.37

•Cash flow from operations of $218 million

EXECUTIVE COMMENTARY AND OUTLOOK

“We delivered solid third-quarter results and another quarter of better-than-expected earnings.” said Jim Snee, chairman of the board, president and chief executive officer. “Many of our key retail brands are growing, outperforming their categories and, most importantly, resonating with our customers and consumers. Our Foodservice business continued to deliver above-industry growth, highlighting the importance of our solutions-based portfolio, direct selling team, and diverse customer and operator base. We again experienced significant recovery in our International segment, led by our global brands. Lastly, we continued to realize growing benefits from our transform and modernize initiative, creating impactful improvements across our supply chain.”

“Our team remains focused on finishing the year strong and executing on our strategic priorities,” said Snee. “In the fourth quarter, we expect continued momentum across many of our key retail brands, growth within our Foodservice and International businesses, improved service levels for the Planters® snack nuts business, and further advancements of our transform and modernize initiative.”

For fiscal year 2024, the Company is:

•Updating its net sales range expectations to $11.8 billion to $12.1 billion, reflecting lower-than-expected commodity markets, production disruptions at its Suffolk, Virginia, facility, and declines in its contract manufacturing business.

•Narrowing its expected diluted net earnings per share range to $1.45 to $1.51 (previously $1.45 to $1.55) and its adjusted diluted net earnings per share1 range to $1.57 to $1.63* (previously $1.55 to $1.65).

•Including an updated estimate of $0.06 per share impact related to production disruptions at its Suffolk, Virginia, facility. Furthermore, the Company is assessing the financial impact related to storm damage at its Papillion, Nebraska, facility.

•Assuming continued benefits to net earnings from its transform and modernize initiative.

Fiscal 2024 Outlook Current Previous
Net Sales $11.8 - $12.1 billion $12.2 - $12.5 billion
Adj. Diluted Net Earnings per Share* $1.57 - $1.63 $1.55 - $1.65
Effective Tax Rate 22.0 - 23.0% 22.0 - 23.0%

*Adjusted diluted net earnings per share1 excludes the estimated impact of $0.08 per share from nonrecurring costs associated with the Company's transform and modernize initiative and approximately $0.04 per share resulting from legal settlements. Please see discussion of non-GAAP measures and a reconciliation of the Company's fiscal year 2024 guidance for estimated adjusted diluted net earnings per share1 at the end of this release.

PROGRESS EXECUTING STRATEGIC PRIORITIES – Q3 HIGHLIGHTS

Drive focus and growth in our Retail business

•We grew volume and dollar sales2,3 for many products during the quarter, including Skippy® peanut butter, Jennie-O® lean ground turkey, Applegate® natural and organic meats, Wholly® and Herdez® guacamole, Lloyd's® barbecue items and Corn Nuts® corn kernels.

•Hormel® Black Label® bacon achieved strong results during the quarter, growing volume, dollar sales, and household penetration.2,4

•We introduced SPAM® Korean BBQ Flavored, our latest flavor innovation in the SPAM® family of products. This is the brand’s 12th permanent variety and is aimed at loyal SPAM® fans and the next generation of consumers.

Expand leadership in Foodservice

•We again delivered a strong quarter of volume and net sales growth, led in part by Hormel® Bacon 1™ cooked bacon, premium prepared proteins and Jennie-O® turkey items.

•Premium prepared proteins continue to offer solutions-based options to our operators. Our newest items — Hormel® Flash 180™ sous vide-style chicken breast and Hormel® Fire Braised™ loin back ribs — both contributed growth this quarter.

•We continued to experience strong customer acceptance for Hormel® ribbon pepperoni in the quarter, another example of the innovation that our Foodservice team brings to the marketplace.

Aggressively develop our global presence

•Innovation continues to be key to our international growth strategy. We launched new snacking innovation in China during the quarter, supporting our retail recovery.

•We expanded distribution in the South Korean market through Skippy® product offerings.

•SPAM® luncheon meat delivered a second consecutive quarter of double-digit top-line growth5 with strong shipments to Canada, Southeast Asia and Japan.

Execute our enterprise entertaining & snacking vision

•We launched the Planters® Nut Duos Duo-licious advertising campaign and this new product offering is attracting younger consumers to the snack nuts category.4

•We grew household penetration4 for Hormel® pepperoni, America's No. 1 pepperoni brand,2 reflecting its continued relevance to consumers.

Future-fit our One Supply Chain/Continue to transform & modernize our Company

•We made further progress across all pillars (Plan, Buy, Make, Move, and Portfolio Optimization) of our transform and modernize initiative, notably:

◦Plan: We continued the implementation of a new end-to-end planning process and technology and are improving inventory management practices.

◦Make: We continued to generate improved operational results in our manufacturing facilities, unlocking production capacity and generating cost savings across our network.

•We published our 2023 Global Impact Report, a comprehensive update on our 20 By 30 Challenge. The report demonstrates the Company's ongoing commitment to corporate responsibility.

SEGMENT HIGHLIGHTS – THIRD QUARTER

Retail

•Volume down 9%

•Net sales down 7%

•Segment profit down 15%

Volume and net sales declined, primarily due to significant year-over-year volume and pricing declines for whole bird turkeys, lower sales of Planters® snack nuts resulting from production disruptions at the Suffolk, Virginia, facility, and lower center-store and contract manufacturing volumes. Partially offsetting these declines were net sales growth for many key brands, including Hormel® Black Label® bacon, Applegate® natural and organic meats, Jennie-O® ground turkey, Skippy® peanut butter, Wholly® guacamole, Herdez® salsas and sauces, and Hormel® Square Table™ entrees. Segment profit

declined, as the benefit from lower logistics expenses and savings from the transform and modernize initiative were more than offset by the impact of lower net sales.

Foodservice

•Volume up 2%

•Net sales up 7%

•Segment profit down 3%

Volume and net sales growth were driven primarily by strong performance across the turkey, premium prepared proteins, bacon and pepperoni categories. Notable products such as Hormel® Fire Braised™ meats, Hormel® Bacon 1™ cooked bacon, Café H® globally inspired proteins and Rosa Grande® premium pepperoni delivered strong volume and net sales growth. Growth from branded Jennie-O® turkey items continue to benefit top-line results. Segment profit decreased in the current quarter, as higher sales were more than offset by higher SG&A expenses.

International

•Volume down 13%

•Net sales down 2%

•Segment profit up 78%

Robust volume and net sales growth for SPAM® luncheon meat, refrigerated foodservice exports, and Skippy® peanut butter exports were more than offset by the difficult comparison in the prior year to higher export volumes of low-margin commodity fresh pork and turkey. Segment profit increased significantly in the current quarter, driven by improved export margins, growth from our investments in the Philippines and Indonesia, and favorable costs in China.

SELECTED FINANCIAL DETAILS – THIRD QUARTER FISCAL 2024

•Advertising investments were $40 million, compared to $43 million last year. The decline is partially due to lower support for the Planters® brand due to production disruptions at the Suffolk, Virginia, facility. The Company expects full-year advertising expense to increase compared to the prior year.

•The effective tax rate was 21.7%, even with last year. The effective tax rate for fiscal 2024 is expected to be between 22.0% and 23.0%.

•Capital expenditures were $65 million, compared to $78 million last year. The Company's target for capital expenditures in fiscal 2024 is $280 million.

•Depreciation and amortization expense was $64 million, even with last year. The full-year expense for fiscal 2024 is expected to be approximately $250 million.

•The third quarter marked the 96th year of uninterrupted dividends paid to stockholders. The Company returned approximately $155 million to stockholders during the quarter.

PRESENTATION

A conference call will be webcast at 8 a.m. CT on Sep. 4, 2024. Access is available at www.hormelfoods.com by clicking on "Investors." The call will also be available via telephone by dialing 800-549-8228 (toll-free) or 646-564-2877 (international) and providing the conference ID 99159. An audio replay is available at www.hormelfoods.com. The webcast replay will be available at noon CT, Sep. 4, 2024, and will remain on the website for one year.

ABOUT HORMEL FOODS - Inspired People. Inspired Food.™

Hormel Foods Corporation, based in Austin, Minnesota, is a global branded food company with over $12 billion in annual revenue across more than 80 countries worldwide. Its brands include Planters®, Skippy®, SPAM®, Hormel® Natural Choice®, Applegate®, Justin’s®, Wholly®, Hormel® Black Label®,

Columbus®, Jennie-O® and more than 30 other beloved brands. The Company is a member of the S&P 500 Index and the S&P 500 Dividend Aristocrats, was named one of the best companies to work for by U.S. News & World Report, one of America’s most responsible companies by Newsweek, recognized on Fast Company’s list of the 100 Best Workplaces for Innovators, received a perfect score of 100 on the 2023–24 Corporate Equality Index and has received numerous other awards and accolades for its corporate responsibility and community service efforts. The Company lives by its purpose statement — Inspired People. Inspired Food.™ — to bring some of the world’s most trusted and iconic brands to tables across the globe. For more information, visit hormelfoods.com.

FORWARD-LOOKING STATEMENTS

This news release contains “forward-looking” information within the meaning of the federal securities laws. The “forward-looking” information may include statements concerning the Company’s outlook for the future as well as other statements of beliefs, future plans, strategies, or anticipated events and similar expressions concerning matters that are not historical facts. Words or phrases such as “should result,” “believe,” “intend,” “plan,” “are expected to,” “targeted,” “will continue,” “will approximate,” “is anticipated,” “estimate,” “project,” or similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those anticipated or projected, which factors include, but are not limited to, risks related to the deterioration of economic conditions; risks associated with acquisitions, joint ventures, equity investments, and divestitures; the risk of disruption of operations, including at owned facilities, co-manufacturers, suppliers, logistics providers, customers, or other third-party service providers; risk related to the remediation of production disruptions at the Suffolk, Virginia, facility; the risk that the Company will fail to realize anticipated cost savings or operating efficiencies associated with strategic initiatives, including the transform and modernize initiative; risk of loss of a material contract; risk of the Company’s inability to protect information technology systems against, or effectively respond to, cyber attacks against it or others with whom it does business, security breaches or other IT interruptions; deterioration of labor relations or labor availability or increases to labor costs; general risks of the food industry, including food contamination or outbreaks of disease among livestock and poultry flocks; fluctuations in commodity prices and availability of raw materials and other inputs; fluctuations in market demand for the Company’s products; risks related to the Company's ability to respond to changing consumer preferences and the success of innovation and marketing investments; damage to the Company’s reputation or brand image; risks associated with climate change, or legal, regulatory, or market measures to address climate change; risks of litigation; potential sanctions and compliance costs arising from government regulation; compliance with stringent environmental regulations and potential environmental litigation; risks and uncertainties associated with intangible assets, including any future goodwill or intangible assets impairment charges; and risks arising from the Company’s foreign operations, including geopolitical risk, exchange rate risk, and risks associated with tariffs. Please refer to the cautionary statements regarding “Risk Factors” and “Forward-Looking Statements” that appear in our most recent Annual Report on Form 10-K and Quarterly reports on Form 10-Q, which can be accessed at www.hormelfoods.com in the “Investors” section, for additional information. In making these statements, the Company is not undertaking, and specifically declines to undertake, any obligation to address or update each or any factor in future filings or communications regarding the Company’s business or results, and is not undertaking to address how any of these factors may have caused changes to discussions or information contained in previous filings or communications. Though the Company has attempted to list comprehensively these important cautionary risk factors, the Company wishes to caution investors and others that other factors may in the future prove to be important in affecting the Company’s business or results of operations. The Company cautions readers not to place undue reliance on forward-looking statements, which represent current views as of the date made.

Note: Due to rounding, numbers presented throughout this news release may not sum precisely to the totals provided, and percentages may not precisely reflect the absolute figures.

END NOTES

1    Non-GAAP measure. See Appendix: Non-GAAP Measures to this news release for more information.

2    Circana Total US MULO;13 weeks ended 7/14/2024 vs YAG.

3    SPINS Satori, Total US Natural; 12 weeks ended 7/14/2024 vs YAG.

4    Circana, Receipt Panel, Total Omnichannel; 13 weeks ended 7/14/24.

5    Internal data.

HORMEL FOODS CORPORATION

SEGMENT DATA

In thousands

Unaudited

Quarter Ended
July 28, 2024 July 30, 2023 % Change
Volume (lbs.)
Retail 680,214 748,146 (9.1)
Foodservice 259,947 255,822 1.6
International 78,529 90,550 (13.3)
Total Volume (lbs.) 1,018,690 1,094,518 (6.9)
Net Sales
Retail $ 1,767,251 $ 1,891,746 (6.6)
Foodservice 954,021 890,949 7.1
International 177,171 180,605 (1.9)
Total Net Sales $ 2,898,443 $ 2,963,299 (2.2)
Segment Profit
Retail $ 127,932 $ 151,128 (15.3)
Foodservice 142,487 146,270 (2.6)
International 21,792 12,222 78.3
Total Segment Profit 292,211 309,619 (5.6)
Net Unallocated Expense 66,526 101,886 (34.7)
Noncontrolling Interest 34 (108) 131.5
Earnings Before Income Taxes $ 225,719 $ 207,626 8.7

HORMEL FOODS CORPORATION

SEGMENT DATA

In thousands

Unaudited

Nine Months Ended
July 28, 2024 July 30, 2023 % Change
Volume (lbs.)
Retail 2,170,621 2,267,363 (4.3)
Foodservice 777,785 747,484 4.1
International 231,681 241,445 (4.0)
Total Volume (lbs.) 3,180,087 3,256,292 (2.3)
Net Sales
Retail $ 5,467,078 $ 5,765,786 (5.2)
Foodservice 2,799,110 2,607,140 7.4
International 516,517 539,005 (4.2)
Total Net Sales $ 8,782,706 $ 8,911,930 (1.5)
Segment Profit
Retail $ 409,836 $ 459,031 (10.7)
Foodservice 441,952 428,110 3.2
International 65,026 45,723 42.2
Total Segment Profit 916,814 932,863 (1.7)
Net Unallocated Expense 161,239 164,997 (2.3)
Noncontrolling Interest (170) (200) 14.9
Earnings Before Income Taxes $ 755,404 $ 767,666 (1.6)

HORMEL FOODS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

In thousands, except per share amounts

Unaudited

Quarter Ended Nine Months Ended
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
Effective Tax Rate 21.7 % 21.7 % 22.6 % 22.2 %
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
Dividends Declared Per Share $ 0.2825 $ 0.2750 $ 0.8475 $ 0.8250

HORMEL FOODS CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL POSITION

In thousands

Unaudited

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 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
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 & Accrued Expenses $ 749,956 $ 823,076
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
Accumulated Other Comprehensive Loss (314,373) (272,252)
Other Shareholders' Investment 8,191,598 8,011,237
Total Liabilities and Shareholders' Investment $ 13,113,781 $ 13,448,772

HORMEL FOODS CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

In thousands

Unaudited

Quarter Ended Nine Months Ended
July 28, 2024 July 30, 2023 July 28, 2024 July 30, 2023
Operating Activities
Net Earnings $ 176,735 $ 162,571 $ 584,671 $ 597,437
Depreciation and Amortization 63,658 64,083 191,354 187,326
Decrease (Increase) in Working Capital (34,834) 73,678 43,777 (79,372)
Other 12,431 16,669 38,315 23,365
Net Cash Provided by (Used in) Operating Activities 217,990 317,001 858,117 728,756
Investing Activities
Net Sale (Purchase) of Securities (607) (2) (6,106) (49)
Purchases of Property, Plant, and Equipment (65,481) (77,948) (172,656) (168,529)
Proceeds from (Purchases of) Affiliates and Other Investments (6,231) 212 (6,681) (427,195)
Other 8,136 318 8,544 7,285
Net Cash Provided by (Used in) Investing Activities (64,183) (77,420) (176,899) (588,489)
Financing Activities
Proceeds from Long-term Debt 1,980 497,765 1,980
Repayments of Long-term Debt and Finance Leases (952,277) (2,208) (956,797) (6,584)
Dividends Paid on Common Stock (154,943) (149,944) (459,978) (442,560)
Share Repurchase (12,303)
Other 6,325 5,933 39,187 8,489
Net Cash Provided by (Used in) Financing Activities (1,100,895) (144,238) (879,823) (450,977)
Effect of Exchange Rate Changes on Cash (1,806) (6,715) (453) (2,273)
Increase (Decrease) in Cash and Cash Equivalents (948,893) 88,628 (199,057) (312,983)
Cash and Cash Equivalents at Beginning of Year 1,486,368 580,496 736,532 982,107
Cash and Cash Equivalents at End of Period $ 537,476 $ 669,124 $ 537,476 $ 669,124

APPENDIX: NON-GAAP MEASURES

This news release includes measures of financial performance that are not defined by U.S. generally accepted accounting principles (GAAP). The Company utilizes these non-GAAP measures to understand and evaluate operating performance on a consistent basis. These measures may also be used when making decisions regarding resource allocation and in determining incentive compensation. The Company believes these non-GAAP measures provide useful information to investors because they aid analysis and understanding of the Company’s results and business trends relative to past performance and the Company’s competitors. Non-GAAP measures are not intended to be a substitute for GAAP measures in analyzing financial performance. These non-GAAP measures are not calculated in accordance with GAAP and may be different from non-GAAP measures used by other companies.

Transform and Modernize Initiative

In the fourth quarter of fiscal 2023, the Company announced a multi-year transform and modernize initiative. In presenting non-GAAP measures, the Company adjusts for (i.e., excludes) expenses for this initiative that are non-recurring, comprised primarily of project-based external consulting fees and asset write-offs related to portfolio optimization (i.e., reducing the complexity and optimizing the assortment of the product portfolio). The Company believes that non-recurring costs associated with the transform and modernize initiative are not reflective of the Company’s ongoing operating cost structure; therefore, the Company is excluding these discrete costs. The Company does not adjust for (i.e., does not exclude) certain costs related to the transform and modernize initiative that are expected to continue after the project ends, such as software license fees and internal employee expenses, because those costs are considered ongoing in nature as a component of normal operating costs.

Legal Matters

From time to time, the Company incurs expenses related to discrete legal matters that the Company believes are not indicative of the Company’s core operating performance, do not reflect expected future operating costs, and may not be meaningful when comparing the Company’s operating performance against that of prior periods. The Company adjusts for (i.e., excludes) these expenses.

Litigation Settlements

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

Arbitration Ruling

In the third quarter of fiscal 2023, the Company received an unexpected, unfavorable arbitration ruling involving an isolated commercial dispute with a third party.

The table below shows the calculations to reconcile from the GAAP measures to the non-GAAP measures presented in this press release. The tax impacts were calculated using the effective tax rate for the quarter in which the expenses were incurred.

HORMEL FOODS CORPORATION
RECONCILIATION OF NON-GAAP MEASURES
Unaudited
Quarter Ended Nine Months Ended
In thousands, except per share amounts July 28, 2024 July 30, 2023 July 28, 2024 July 30, 2023
Cost of Products Sold (GAAP) $ 2,410,075 $ 2,465,251 $ 7,281,798 $ 7,426,514
Transform and Modernize Initiative(1) (1,226) (4,646)
Adjusted Cost of Products Sold (Non-GAAP) $ 2,408,848 $ 2,465,251 $ 7,277,152 $ 7,426,514
Gross Profit (GAAP) $ 488,369 $ 498,048 $ 1,500,908 $ 1,485,417
Transform and Modernize Initiative(1) 1,226 4,646
Adjusted Gross Profit (Non-GAAP) $ 489,595 $ 498,048 $ 1,505,554 $ 1,485,417
HORMEL FOODS CORPORATION
--- --- --- --- --- --- --- --- ---
RECONCILIATION OF NON-GAAP MEASURES
Unaudited
Quarter Ended Nine Months Ended
In thousands, except per share amounts July 28, 2024 July 30, 2023 July 28, 2024 July 30, 2023
SG&A (GAAP) $ 259,653 $ 291,073 $ 766,707 $ 725,621
Transform and Modernize Initiative(2) (12,280) (31,016)
Pork Antitrust Litigation Settlements (11,750)
Red Meat Wages Antitrust Litigation Settlement (13,500) (13,500)
Poultry Wages Antitrust Litigation Settlement (3,500) (3,500)
Arbitration Ruling (70,000) (70,000)
Adjusted SG&A (Non-GAAP) $ 230,373 $ 221,073 $ 706,941 $ 655,621
Operating Income (GAAP) $ 236,693 $ 216,759 $ 773,452 $ 802,009
Transform and Modernize Initiative(1)(2) 13,506 35,663
Pork Antitrust Litigation Settlements 11,750
Red Meat Wages Antitrust Litigation Settlement 13,500 13,500
Poultry Wages Antitrust Litigation Settlement 3,500 3,500
Arbitration Ruling 70,000 70,000
Adjusted Operating Income (Non-GAAP) $ 267,200 $ 286,759 $ 837,864 $ 872,009
Earnings Before Income Taxes (GAAP) $ 225,719 $ 207,626 $ 755,404 $ 767,666
Transform and Modernize Initiative(1)(2) 13,506 35,663
Pork Antitrust Litigation Settlements 11,750
Red Meat Wages Antitrust Litigation Settlement 13,500 13,500
Poultry Wages Antitrust Litigation Settlement 3,500 3,500
Arbitration Ruling 70,000 70,000
Adjusted Earnings Before Income Taxes (Non-GAAP) $ 256,225 $ 277,626 $ 819,816 $ 837,666
Provision for Income Taxes (GAAP) $ 48,984 $ 45,055 $ 170,733 $ 170,230
Transform and Modernize Initiative(1)(2) 2,931 8,009
Pork Antitrust Litigation Settlements 2,644
Red Meat Wages Antitrust Litigation Settlement 2,930 2,930
Poultry Wages Antitrust Litigation Settlement 760 760
Arbitration Ruling 15,190 15,190
Adjusted Provision for Income Taxes (Non-GAAP) $ 55,603 $ 60,245 $ 185,074 $ 185,420
Net Earnings Attributable to Hormel Foods Corporation (GAAP) $ 176,701 $ 162,679 $ 584,842 $ 597,637
Transform and Modernize Initiative(1)(2) 10,575 27,654
Pork Antitrust Litigation Settlements 9,106
Red Meat Wages Antitrust Litigation Settlement 10,571 10,571
Poultry Wages Antitrust Litigation Settlement 2,741 2,741
Arbitration Ruling 54,810 54,810
Adjusted Net Earnings Attributable to Hormel Foods Corporation (Non-GAAP) $ 200,588 $ 217,489 $ 634,913 $ 652,447
HORMEL FOODS CORPORATION
--- --- --- --- --- --- --- --- ---
RECONCILIATION OF NON-GAAP MEASURES
Unaudited
Quarter Ended Nine Months Ended
In thousands, except per share amounts July 28, 2024 July 30, 2023 July 28, 2024 July 30, 2023
Diluted Net Earnings Per Share (GAAP) $ 0.32 $ 0.30 $ 1.07 $ 1.09
Transform and Modernize Initiative(1)(2) 0.02 0.05
Pork Antitrust Litigation Settlements 0.02
Red Meat Wages Antitrust Litigation Settlement 0.02 0.02
Poultry Wages Antitrust Litigation Settlement
Arbitration Ruling 0.10 0.10
Adjusted Diluted Net Earnings Per Share (Non-GAAP) $ 0.37 $ 0.40 $ 1.16 $ 1.19 SG&A as a Percent of Net Sales (GAAP) 9.0 % 9.8 % 8.7 % 8.1 %
--- --- --- --- --- --- --- --- ---
Transform and Modernize Initiative(2) (0.4) (0.4)
Pork Antitrust Litigation Settlements (0.1)
Red Meat Wages Antitrust Litigation Settlement (0.5) (0.2)
Poultry Wages Antitrust Litigation Settlement (0.1)
Arbitration Ruling (2.4) (0.8)
Adjusted SG&A as a Percent of Net Sales (Non-GAAP) 7.9 % 7.5 % 8.0 % 7.4 %
Operating Margin (GAAP) 8.2 % 7.3 % 8.8 % 9.0 %
Transform and Modernize Initiative(1)(2) 0.5 0.4
Pork Antitrust Litigation Settlements 0.1
Red Meat Wages Antitrust Litigation Settlement 0.5 0.2
Poultry Wages Antitrust Litigation Settlement 0.1
Arbitration Ruling 2.4 0.8
Adjusted Operating Margin (Non-GAAP) 9.2 % 9.7 % 9.5 % 9.8 %

(1)    Comprised primarily of asset write-offs related to portfolio optimization.

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

Forward-looking GAAP to Non-GAAP Measures

Our fiscal 2024 outlook for adjusted diluted net earnings per share is a non-GAAP measure that excludes, or has otherwise been adjusted for, items impacting comparability, including estimated charges associated with the transform and modernize initiative and litigation settlements.

The table below shows the calculation to reconcile from the estimated fiscal 2024 GAAP measure to the estimated non-GAAP adjusted measure.

Fiscal 2024 Outlook
Diluted Net Earnings per Share (GAAP) $1.45 - $1.51
Transform and Modernize Initiative $0.08
Litigation Settlements $0.04
Adjusted Diluted Net Earnings per Share (Non-GAAP) $1.57 - $1.63

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