HRL 10-Q
Hormel Foods Corp /De/ (HRL)
10-Q
2026-08-27
For: 2026-07-26
View Original
Added on
August 27, 2026
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 26, 2026
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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(507 ) 437-5611
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||||||||
| $0.01465 | par value | |||||||||||||||||||
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.
| ☒ | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at August 23, 2026 | ||||||||||||||||
| Common Stock | $0.01465 | par value | |||||||||||||||
Common Stock Nonvoting | $0.01 | par value | |||||||||||||||
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION | ||||||||
Item 1. | ||||||||
Item 2. | ||||||||
Critical Accounting Estimates | ||||||||
Item 3. | ||||||||
Item 4. | ||||||||
PART II - OTHER INFORMATION | ||||||||
Item 1. | ||||||||
Item 1A. | ||||||||
Item 2. | ||||||||
Item 3. | ||||||||
Item 4. | ||||||||
Item 5. | ||||||||
Item 6. | ||||||||
2
PART I – FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
HORMEL FOODS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||
In thousands, except per share amounts | July 26, 2026 | July 27, 2025 | July 26, 2026 | July 27, 2025 | |||||||||||||||||||
| Net Sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of Products Sold | |||||||||||||||||||||||
| Gross Profit | |||||||||||||||||||||||
| Selling, General, and Administrative | |||||||||||||||||||||||
| Equity in Earnings of Affiliates | ( | ( | |||||||||||||||||||||
| Operating Income | |||||||||||||||||||||||
| Interest Income | |||||||||||||||||||||||
| Interest Expense | |||||||||||||||||||||||
| Other Income (Expense), Net | |||||||||||||||||||||||
| Earnings Before Income Taxes | |||||||||||||||||||||||
| Provision for Income Taxes | |||||||||||||||||||||||
| Net Earnings | |||||||||||||||||||||||
| Less: Net Earnings (Loss) Attributable to Noncontrolling Interest | ( | ( | ( | ( | |||||||||||||||||||
| Net Earnings Attributable to Hormel Foods Corporation | $ | $ | $ | $ | |||||||||||||||||||
| Net Earnings Per Share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average Shares Outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying Notes to the Consolidated Financial Statements
3
HORMEL FOODS CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Unaudited
| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||
In thousands | July 26, 2026 | July 27, 2025 | July 26, 2026 | July 27, 2025 | |||||||||||||||||||
| Net Earnings | $ | $ | $ | $ | |||||||||||||||||||
| Other Comprehensive Income (Loss), Net of Tax: | |||||||||||||||||||||||
| Foreign Currency Translation | ( | ( | ( | ||||||||||||||||||||
| Pension and Other Benefits | |||||||||||||||||||||||
Derivatives and Hedging | ( | ( | |||||||||||||||||||||
| Equity Method Investments | |||||||||||||||||||||||
Total Other Comprehensive Income (Loss) | ( | ( | |||||||||||||||||||||
| Comprehensive Income | |||||||||||||||||||||||
Less: Comprehensive Income (Loss) Attributable to Noncontrolling Interest | ( | ( | ( | ||||||||||||||||||||
Comprehensive Income Attributable to Hormel Foods Corporation | $ | $ | $ | $ | |||||||||||||||||||
See accompanying Notes to the Consolidated Financial Statements
4
HORMEL FOODS CORPORATION
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
Unaudited
In thousands, except share and per share amounts | July 26, 2026 | October 26, 2025 | |||||||||
| Assets | |||||||||||
| Cash and Cash Equivalents | $ | $ | |||||||||
| Short-term Marketable Securities | |||||||||||
Accounts and Other Receivables, Net | |||||||||||
| Inventories | |||||||||||
| Taxes Receivable | |||||||||||
| Prepaid Expenses and Other Current Assets | |||||||||||
| Assets Held for Sale | |||||||||||
| Total Current Assets | |||||||||||
| Goodwill | |||||||||||
| Intangible Assets | |||||||||||
| Pension Assets | |||||||||||
| Investments in Affiliates | |||||||||||
| Other Assets | |||||||||||
| Property, Plant, and Equipment, Net | |||||||||||
| Total Assets | $ | $ | |||||||||
| Liabilities and Shareholders’ Investment | |||||||||||
| Accounts Payable | $ | $ | |||||||||
| Accrued Expenses | |||||||||||
| Accrued Marketing Expenses | |||||||||||
| Employee-related Expenses | |||||||||||
| Interest and Dividends Payable | |||||||||||
| Taxes Payable | |||||||||||
| Current Maturities of Long-term Debt | |||||||||||
| Liabilities Held for Sale | |||||||||||
| Total Current Liabilities | |||||||||||
| Long-term Debt Less Current Maturities | |||||||||||
| Pension and Postretirement Benefits | |||||||||||
| Deferred Income Taxes | |||||||||||
| Other Long-term Liabilities | |||||||||||
| Shareholders’ Investment | |||||||||||
Preferred Stock, Par Value $ Authorized | |||||||||||
Common Stock, Nonvoting, Par Value $ Authorized | |||||||||||
Common Stock, Par Value $ Issued | |||||||||||
| Additional Paid-in Capital | |||||||||||
| Accumulated Other Comprehensive Loss | ( | ( | |||||||||
| Retained Earnings | |||||||||||
| Hormel Foods Corporation Shareholders’ Investment | |||||||||||
| Noncontrolling Interest | |||||||||||
| Total Shareholders’ Investment | |||||||||||
| Total Liabilities and Shareholders’ Investment | $ | $ | |||||||||
See accompanying Notes to the Consolidated Financial Statements
5
HORMEL FOODS CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ INVESTMENT
Unaudited
| Quarter Ended July 27, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Hormel Foods Corporation Shareholders | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Non-controlling Interest | Total Shareholders’ Investment | |||||||||||||||||||||||||||||||||||||||||||||||
In thousands, except per share amounts | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at April 27, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
Net Earnings (Loss) | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Comprehensive Income (Loss) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based Compensation Expense | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of Stock-based Compensation Awards, Net of Withholding Taxes | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
Declared Dividends – $ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at July 27, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Quarter Ended July 26, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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 26, 2026 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
Net Earnings (Loss) | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Comprehensive Income (Loss) | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Contribution from Noncontrolling Interest | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based Compensation Expense | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of Stock-based Compensation Awards, Net of Withholding Taxes | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
Declared Dividends – $ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at July 26, 2026 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
See accompanying Notes to the Consolidated Financial Statements
6
HORMEL FOODS CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ INVESTMENT
Unaudited
Nine Months Ended July 27, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Hormel Foods Corporation Shareholders | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Non-controlling Interest | Total Shareholders’ Investment | |||||||||||||||||||||||||||||||||||||||||||||||
In thousands, except per share amounts | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at October 27, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
Net Earnings (Loss) | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other Comprehensive Income (Loss) | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based Compensation Expense | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of Stock-based Compensation Awards, Net of Withholding Taxes | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Declared Dividends – $ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at July 27, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
Nine Months Ended July 26, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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 26, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
Net Earnings (Loss) | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other Comprehensive Income (Loss) | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contribution from Noncontrolling Interest | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based Compensation Expense | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of Stock-based Compensation Awards, Net of Withholding Taxes | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
Declared Dividends – $ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at July 26, 2026 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
See accompanying Notes to the Consolidated Financial Statements
7
HORMEL FOODS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
Unaudited
| Nine Months Ended | |||||||||||
In thousands | July 26, 2026 | July 27, 2025 | |||||||||
| Operating Activities | |||||||||||
| Net Earnings | $ | $ | |||||||||
| Adjustments to Reconcile to Net Cash Provided by (Used in) Operating Activities: | |||||||||||
| Depreciation and Amortization | |||||||||||
| Equity in Earnings of Affiliates | ( | ||||||||||
| Distributions Received from Equity Method Investees | |||||||||||
| Provision for Deferred Income Taxes | ( | ( | |||||||||
| Non-cash Investment Activities | ( | ( | |||||||||
| Stock-based Compensation Expense | |||||||||||
| Operating Lease Cost | |||||||||||
| Loss (Gain) on Divestitures | |||||||||||
| Other Non-cash, Net | ( | ||||||||||
| Changes in Operating Assets and Liabilities, Net of Divestitures: | |||||||||||
| Decrease (Increase) in Accounts Receivable | |||||||||||
| Decrease (Increase) in Inventories | ( | ( | |||||||||
| Decrease (Increase) in Prepaid Expenses and Other Assets | ( | ||||||||||
| Increase (Decrease) in Pension and Postretirement Benefits | |||||||||||
| Increase (Decrease) in Accounts Payable and Accrued Expenses | ( | ( | |||||||||
| Increase (Decrease) in Net Income Taxes Payable | |||||||||||
| Net Cash Provided by (Used in) Operating Activities | |||||||||||
| Investing Activities | |||||||||||
| Net Sale (Purchase) of Securities | ( | ||||||||||
| Proceeds from Sale of Business | |||||||||||
| Purchases of Property, Plant, and Equipment | ( | ( | |||||||||
| Proceeds from Sales of Property, Plant, and Equipment | |||||||||||
| Proceeds from (Purchases of) Affiliates and Other Investments | ( | ( | |||||||||
| Proceeds from Company-owned Life Insurance | |||||||||||
| Net Cash Provided by (Used in) Investing Activities | ( | ( | |||||||||
| Financing Activities | |||||||||||
| Repayments of Long-term Debt and Finance Leases | ( | ( | |||||||||
| Dividends Paid on Common Stock | ( | ( | |||||||||
| Proceeds from Stock-based Compensation Plans, Net of Withholding Taxes | ( | ||||||||||
| Proceeds from Noncontrolling Interest | |||||||||||
| Net Cash Provided by (Used in) Financing Activities | ( | ( | |||||||||
| Effect of Exchange Rate Changes on Cash | ( | ||||||||||
| Increase (Decrease) in Cash, Cash Equivalents, and Cash Held for Sale | ( | ||||||||||
| Cash, Cash Equivalents, and Cash Held for Sale at Beginning of Year | |||||||||||
| Cash, Cash Equivalents, and Cash Held for Sale at End of Period | |||||||||||
| Less: Cash Held for Sale | |||||||||||
| Cash and Cash Equivalents at End of Period | $ | $ | |||||||||
Supplemental Non-cash Investing and Financing Activities: | |||||||||||
Purchases of Property, Plant, and Equipment Included in Accounts Payable | $ | $ | |||||||||
See accompanying Notes to the Consolidated Financial Statements
8
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.
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 prior year amounts have been reclassified to conform to the current year presentation.
•Consolidated Statements of Operations: Interest and Investment Income has been separated into Interest Income and Other Income (Expense), Net.
•Consolidated Statements of Financial Position: Certain amounts within Prepaid Expenses and Other Current Assets were reclassified to Accounts and Other Receivables, Net.
•Consolidated Condensed Statements of Cash Flows: Due to the reclassification noted above on the Consolidated Statements of Financial Position, there was an associated reclassification between Decrease (Increase) in Accounts Receivable and Decrease (Increase) in Prepaid Expenses and Other Assets.
Assets Held for Sale: The Company classifies assets as held for sale when all held for sale criteria have been met per U.S. GAAP. The Company presents held for sale assets and liabilities of disposal groups separately on the Company's Consolidated Statements of Financial Position. Depreciation and amortization cease to be recorded for disposal groups classified as held for sale. The net assets of the disposal group held for sale are recorded at the lower of carrying value or fair value, less expected costs to sell, with any loss recorded in the period in which held for sale criteria are met. The Company assesses subsequent changes in the fair value, less expected costs to sell, of a disposal group each period it remains classified as held for sale and recognizes the change as an adjustment to the carrying value of the disposal group, with any subsequent gains limited to the cumulative impairment losses previously recognized.
The Company recognizes valuation losses and subsequent gains on held for sale disposal groups in Selling, General, and Administrative on the Consolidated Statements of Operations and presents the non-cash adjustments in Loss (Gain) on Divestitures in the Consolidated Condensed Statements of Cash Flows. See additional discussion regarding the Company's assets held for sale in Note B - Acquisitions and Divestitures.
Accounting Changes and Recent Accounting Pronouncements:
New Accounting Pronouncements Not Yet Adopted
In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The update is intended to enhance transparency and decision usefulness of annual income tax disclosures. The 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 Company expects to adopt the ASU in connection with its Annual Report on Form 10-K for the fiscal year ending October 25, 2026. While the standard will require additional disclosures related to the Company's income taxes, the Company does not expect the adoption to have a material effect on the Company’s financial condition or results of operations.
9
In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. Subsequently, in January 2025, the FASB issued ASU 2025-01 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The new guidance is intended to provide investors more detailed disclosures around specific types of expenses. The new disclosures require certain details for expenses presented on the face of the Consolidated Statements of Operations as well as selling expenses to be presented in the notes to the financial statements. As clarified by ASU 2025-01, the guidance is effective for the Company's fiscal year ending October 29, 2028, and subsequent interim periods thereafter. The disclosure updates are required to be applied prospectively with the option for retrospective application. The Company is currently assessing the impact of adopting the updated guidance.
In September 2025, the FASB issued ASU 2025-06 Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The new guidance is intended to modernize the accounting for internal-use software costs and better align recognition practices. The update introduces principles-based criteria entities must consider to begin capitalizing costs based on management authorization and project completion probability. The guidance is effective for the Company's fiscal year ending October 28, 2029, and subsequent interim periods thereafter, with early adoption permitted. Several transition approaches are available including prospective, retrospective, and a modified transition approach. The Company is currently assessing the impact, transition approach, and timing of adoption.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The update is intended to improve the navigability of interim disclosure requirements and provide additional guidance about disclosures to be provided in interim reporting periods, including a requirement to disclose events since the end of the last annual reporting period that have a material impact on the entity. The update is effective for interim reporting periods within the Company’s fiscal year beginning October 30, 2028. Early adoption is permitted and the guidance may be applied prospectively or retrospectively. The Company is currently assessing the impact of adopting the updated provisions and transition approach. The adoption is not expected to have a material effect on the Company’s financial condition or results of operations.
In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818). The update is intended to improve the accounting for and disclosure of environmental credits and related obligations by establishing consistent guidance for recognition, measurement, presentation, and disclosure. The ASU introduces a comprehensive model and requires enhanced disclosures to improve transparency and comparability. The guidance is effective for interim and annual reporting for the Company's fiscal year ending October 28, 2029, on a retrospective basis with early adoption permitted. The Company is currently assessing the impact of adopting the updated guidance.
Recently issued accounting standards or pronouncements not disclosed have been excluded as they are currently not relevant to the Company.
NOTE B - ACQUISITIONS AND DIVESTITURES
Assets and Liabilities Held for Sale:
Brazil Transaction: During the third quarter of fiscal year 2026, the Company entered into a definitive agreement for the sale of its operations in Brazil, operated under the Ceratti® brand, to Zanchetta Alimentos LTDA. Accordingly, the assets and liabilities associated with the Brazil business were classified as held for sale as of July 26, 2026. The Company recognized a non-cash, pre-tax valuation loss of $56.1 million to value the disposal group at its fair value less costs to sell, which includes the impact of accumulated foreign currency translation losses that will be recognized in earnings upon sale. The valuation loss reduced the value of Assets Held for Sale and was recorded in Selling, General, and Administrative.
10
The components of Assets Held for Sale and Liabilities Held for Sale are as follows:
| In thousands | July 26, 2026 | |||||||
| Cash and Cash Equivalents | $ | |||||||
| Accounts and Other Receivables, Net | ||||||||
| Inventories | ||||||||
| Taxes Receivable | ||||||||
| Prepaid Expenses and Other Current Assets | ||||||||
| Goodwill | ||||||||
| Intangible Assets | ||||||||
| Other Assets | ||||||||
| Property, Plant, and Equipment, Net | ||||||||
| Gross Assets Held for Sale | ||||||||
| Reserve for Assets Held for Sale | ( | |||||||
| Assets Held for Sale | $ | |||||||
| Accounts Payable | $ | |||||||
| Accrued Expenses | ||||||||
| Employee-related Expenses | ||||||||
| Taxes Payable | ||||||||
| Pension and Postretirement Benefits | ||||||||
| Deferred Income Taxes | ||||||||
| Other Long-term Liabilities | ||||||||
| Liabilities Held for Sale | $ | |||||||
The Brazil divestiture was finalized on July 31, 2026, subsequent to the end of the third quarter. The Company received cash proceeds of $22.1 million from the sale, and expects the reserve for assets held for sale recognized as of July 26, 2026 to materially represent the loss on the sale. Results of operations for the Brazil business were reflected in the International segment.
Divestitures:
Whole-bird Turkey Transaction: On April 24, 2026, the Company completed the sale of its whole-bird turkey business to Willmar Poultry Innovations, LLC, a subsidiary of Life-Science Innovations, for $61.2 million including cash proceeds of $21.2 million and a secured promissory note with a face value of $40.0 million. Refer to Note F - Notes Receivable for additional information on the secured promissory note. The divestiture resulted in a pre-tax loss of $60.8 million, including transaction costs, which was recognized in Selling, General, and Administrative.
The sale included the whole-bird production facility in Melrose, Minnesota, a feed mill in Swanville, Minnesota, and associated transportation assets. The Company continues to own and use the Jennie-O® brand name. The buyer has assumed certain supply contracts with dedicated third-party hen growers and is contracted to provide co-manufacturing services to the Company in the future. There was a nominal impact to the Company's future commitments. Results of operations for the whole-bird turkey business were primarily reflected in the Retail segment.
Justin's, LLC Transaction: On December 15, 2025, the Company sold 51 % of its equity interest in Justin's, LLC and related assets to Forward Consumer Partners, LLC for cash proceeds of $75.8 million. As a result of the transaction, the Company no longer holds a controlling financial interest in Justin's, LLC, resulting in deconsolidation. The sale resulted in a pre-tax gain of $22.0 million, which was recognized in Selling, General, and Administrative. Results of operations for Justin's, LLC were primarily reflected in the Retail segment prior to deconsolidation.
The Company maintained the ability to exercise significant influence over the entity in its new structure, Joy Topco, L.P., and will account for this interest as an equity method investment. The Company recorded the remaining 49 % equity interest in Joy Topco, L.P. at its estimated fair value of $46.3 million plus $1.1 million in capitalized deal costs in Investment in Affiliates. The Company engaged a third-party specialist to assist with the valuation, which reflected a combination of observable data and significant unobservable, or Level 3, inputs to determine the estimated fair value of the investment. Results of Joy Topco, L.P. are reported as Equity in Earnings of Affiliates within the Retail segment. See Note D - Investments in Affiliates for additional information.
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Mountain Prairie, LLC Divestiture: On November 18, 2024, the Company sold its equity interests in a non-core sow operation, Mountain Prairie, LLC, and related assets to Chaparral Ranches, LLC for cash proceeds of $13.6 million. The divestiture resulted in a pre-tax loss of $11.3 million, including transaction costs, which was recognized in Selling, General, and Administrative. Results of operations for Mountain Prairie, LLC were primarily reflected within the Retail segment through the date of divestiture.
NOTE C - GOODWILL AND INTANGIBLE ASSETS
Goodwill: The change in the carrying amount of goodwill for the nine months ended July 26, 2026, is:
| In thousands | Retail | Foodservice | International | Total | |||||||||||||||||||
Balance at October 26, 2025 | $ | $ | $ | $ | |||||||||||||||||||
Goodwill Sold(1) | ( | ( | ( | ||||||||||||||||||||
Goodwill Reclassified to Assets Held for Sale(2) | ( | ( | |||||||||||||||||||||
| Foreign Currency Translation | |||||||||||||||||||||||
Balance at July 26, 2026 | $ | $ | $ | $ | |||||||||||||||||||
(1) Goodwill sold during fiscal 2026 was due to the sale of the Company's controlling equity interest in Justin's, LLC ($34.9 million) and the divestiture of the whole-bird turkey business ($19.5 million). See Note B - Acquisitions and Divestitures for additional information.
(2) Goodwill reclassified to assets held for sale in the third quarter of fiscal 2026 relates to the Brazil divestiture. See Note B - Acquisitions and Divestitures for additional information.
Intangible Assets: The Company's intangible assets by type are:
| July 26, 2026 | October 26, 2025 | |||||||||||||||||||||||||||||||||||||
| In thousands | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||||||||||||||
| Definite-lived Intangible Assets | ||||||||||||||||||||||||||||||||||||||
| Customer Relationships | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Other Definite-lived Intangibles | ( | ( | ||||||||||||||||||||||||||||||||||||
| Trade Names/Trademarks | ( | |||||||||||||||||||||||||||||||||||||
| Foreign Currency Translation | ( | ( | ||||||||||||||||||||||||||||||||||||
| Total Definite-lived Intangible Assets | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Indefinite-lived Intangible Assets | ||||||||||||||||||||||||||||||||||||||
Brands/Trade Names/Trademarks(1) | $ | $ | ||||||||||||||||||||||||||||||||||||
| Foreign Currency Translation | ( | |||||||||||||||||||||||||||||||||||||
| Total Indefinite-lived Intangible Assets | ||||||||||||||||||||||||||||||||||||||
| Total Intangible Assets | $ | $ | ||||||||||||||||||||||||||||||||||||
(1) In the third quarter of fiscal 2026, an indefinite-lived trade name associated with the Brazil divestiture was reclassified to assets held for sale ($9.7 million). Due to the sale of the Company's controlling equity interest in Justin's, LLC in the first quarter of fiscal 2026, the related indefinite‑lived trade name was derecognized ($54.3 million). See Note B - Acquisitions and Divestitures for additional information.
Amortization expense on intangible assets is as follows:
| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||
| In thousands | July 26, 2026 | July 27, 2025 | July 26, 2026 | July 27, 2025 | |||||||||||||||||||
| Amortization Expense | $ | $ | $ | $ | |||||||||||||||||||
Estimated annual amortization expense on intangible assets for the five fiscal years after October 26, 2025, is as follows:
| In thousands | Amortization Expense | ||||
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
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NOTE D - INVESTMENTS IN AFFILIATES
Ownership: As of July 26, 2026, the Company's equity method investments include:
| Segment | Ownership Percentage | |||||||
| MegaMex Foods, LLC | Retail | |||||||
Joy Topco, L.P.(1) | Retail | |||||||
| The Purefoods - Hormel Company, Inc. | International | |||||||
PT Garudafood Putra Putri Jaya Tbk. (Garudafood) | International | |||||||
| Okinawa Hormel Ltd. | International | |||||||
| Corporate Venturing Investments | n/a | |||||||
(1) In the first quarter of fiscal 2026, the Company recorded a 49 % ownership interest in Joy Topco, L.P. in connection with the sale of its controlling equity interest in Justin’s, LLC. See Note B - Acquisitions and Divestitures for additional information.
Equity in Earnings: The Company's share of earnings from its equity method investments is recorded as Equity in Earnings of Affiliates and further disclosed in Note O - Segment Reporting. Equity in earnings from corporate venturing investments is not included in any of the reportable segments' measure of segment profit.
Distributions: Distributions received from equity method investees consists of:
| In thousands | Quarter Ended | Nine Months Ended | ||||||||||||||||||||||||
| July 26, 2026 | July 27, 2025 | July 26, 2026 | July 27, 2025 | |||||||||||||||||||||||
| Distributions | $ | $ | $ | $ | ||||||||||||||||||||||
Basis Difference: The initial and unamortized basis differences as of July 26, 2026, are:
In thousands | Initial Basis Difference | Unamortized Basis Difference | |||||||||
Garudafood(1) | $ | $ | |||||||||
| MegaMex Foods, LLC | |||||||||||
(1) The Garudafood remaining unamortized basis difference includes the impact of foreign currency translation and impairments.
Fair Value: The fair value of the common stock held in Garudafood was $183.6 million as of July 24, 2026, based on the closing market price on the Indonesia Stock Exchange and converted to U.S. dollars. The Company's other equity method investments do not have readily determinable fair values.
Impairment Charges: In connection with the preparation of the Company's consolidated financial statements, the Company initiated an impairment review of its investment in Garudafood in the third quarter of fiscal 2026. While the investment has continued to provide positive equity in earnings and the Company continues to consider Garudafood a long-term strategic partner, the severity and duration of the excess carrying value compared to its fair value, driven primarily by continued declines in Garudafood's quoted market price, indicated that the decline in value was no longer believed to be temporary. As a result, the Company recorded a $48.2 million impairment charge to reduce the carrying amount of the investment to its estimated fair value. Fair value was determined based on Garudafood's unadjusted quoted market price, a Level 1 input. The impairment charge is reflected in Equity in Earnings of Affiliates within the International segment. The remaining carrying value of the Garudafood investment is $183.6 million.
Transactions: The Company has agreements with its equity method investments which, in some cases, result in amounts due to or due from these parties. The amounts due to equity method investees were $37.0 million and $38.8 million as of July 26, 2026, and October 26, 2025, respectively. The amounts due from equity method investees were $8.7 million and $11.9 million as of July 26, 2026, and October 26, 2025, respectively.
NOTE E - BALANCE SHEET INFORMATION
Additional information related to the Consolidated Statements of Financial Position is as follows:
| In thousands | July 26, 2026 | October 26, 2025 | |||||||||
| Accounts and Other Receivables, Net | |||||||||||
Trade Accounts(1) | $ | $ | |||||||||
Other(2) | |||||||||||
| Total Receivables | |||||||||||
| Allowance for Credit Losses | ( | ( | |||||||||
| Accounts and Other Receivables, Net | $ | $ | |||||||||
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| In thousands | July 26, 2026 | October 26, 2025 | |||||||||
| Inventories | |||||||||||
| Finished Products | $ | $ | |||||||||
| Raw Materials and Work-in-Process | |||||||||||
| Operating Supplies | |||||||||||
| Maintenance Materials and Parts | |||||||||||
Total Inventories | $ | $ | |||||||||
| Property, Plant, and Equipment, Net | |||||||||||
Land | $ | $ | |||||||||
Buildings | |||||||||||
Equipment | |||||||||||
Construction in Progress | |||||||||||
| Allowance for Depreciation | ( | ( | |||||||||
Property, Plant, and Equipment, Net | $ | $ | |||||||||
(1) Trade accounts receivable represents amounts billed and outstanding from customers in the ordinary course of business.
(2) Other receivables consists of miscellaneous amounts due to the Company such as insurance and other contractual proceeds or reimbursements. As of July 26, 2026, other receivables also includes the current portion of a secured promissory note related to the divestiture of the whole-bird turkey business.
Assets held for sale are excluded from the information above. See Note B - Acquisitions and Divestitures for additional detail.
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 26, 2026, one customer accounted for more than 10 percent of net accounts receivable.
NOTE F - NOTES RECEIVABLE
In connection with the sale of the whole-bird turkey business on April 24, 2026, the Company received a $40.0 million secured promissory note that matures on December 31, 2030, and bears interest at a rate of 6 % per annum. Principal and interest payments are to be made in equal annual installments beginning December 31, 2026. The Company determined the fair value of the note approximated face value at inception and no premium or discount was recognized. The note is accounted for at amortized cost and interest income is recognized using the effective interest method. The total carrying value of the note, including accrued interest, was $40.6 million as of July 26, 2026. The current and long-term portions of the note were reflected in Accounts and Other Receivables, Net and Other Assets, respectively. The Company evaluated the note for expected credit losses and concluded that the allowance was immaterial as of July 26, 2026.
NOTE G - DERIVATIVES AND HEDGING
The Company uses hedging programs to manage risk associated with various commodity purchases and interest rates. These programs utilize futures, swaps, and options contracts to manage the Company’s exposure to market fluctuations.
Cash Flow Commodity Hedges: The Company uses futures, swaps, and options contracts to offset price fluctuations in the Company’s future purchases of grain, lean hogs, natural gas, diesel fuel, and aluminum. These contracts are designated as cash flow hedges; therefore, the related gains or losses are reported in Accumulated Other Comprehensive Loss (AOCL) and reclassified into earnings, through Cost of Products Sold, in the periods in which the hedged transactions affect earnings. The Company typically does not hedge its grain, natural gas, diesel fuel, or aluminum exposure beyond fiscal years and its lean hog exposure beyond 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 offsetting gain or loss on the hedged purchase commitment are marked-to-market through earnings and recorded as a Current Asset and Current Liability, respectively. Gains or losses related to these fair value hedges are recognized through Cost of Products Sold in the periods in which the hedged transactions affect earnings.
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Cash Flow Interest Rate Hedges: In the second quarter of fiscal 2021, the Company designated two separate interest rate locks as cash flow hedges to manage interest rate risk associated with anticipated debt transactions. The total notional amount of the Company’s locks was $1.25 billion. In the third quarter of fiscal 2021, the associated unsecured senior notes were issued with tenors of and 30 years and both locks were lifted (See Note L - 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.
Other Derivatives: The Company holds certain futures and swap contracts to manage the Company’s exposure to fluctuations in grain and pork commodity markets for which it has not applied hedge accounting. Activity related to derivatives not designated for hedge accounting was immaterial to the consolidated financial statements during the quarter and nine months ended July 26, 2026, and July 27, 2025.
Volume: The Company’s outstanding contracts related to its commodity hedging programs include:
| In millions | July 26, 2026 | October 26, 2025 | |||||||||||||||
| Corn | bushels | bushels | |||||||||||||||
| Lean Hogs | pounds | pounds | |||||||||||||||
| Natural Gas | MMBtu | MMBtu | |||||||||||||||
| Diesel Fuel | gallons | gallons | |||||||||||||||
| Aluminum | pounds | pounds | |||||||||||||||
Fair Value of Derivatives: The gross fair values of the Company’s derivative instruments designated as hedges are:
| July 26, 2026 | October 26, 2025 | |||||||||||||||||||||||||
In thousands | Assets | Liabilities | Assets | Liabilities | ||||||||||||||||||||||
Gross Fair Value of Commodity Contracts | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
Counterparty and Collateral Netting Offset(1) | ( | |||||||||||||||||||||||||
Amounts Recognized in Prepaid Expenses and Other Current Assets | $ | $ | $ | $ | ||||||||||||||||||||||
Fair Value Hedge - Assets (Liabilities): The carrying amount of the Company’s fair value hedged assets (liabilities) are:
In thousands | Location on Consolidated Statements of Financial Position | July 26, 2026 | October 26, 2025 | |||||||||||
Commodity Contracts | Accounts Payable(1) | $ | $ | ( | ||||||||||
(1) Represents the carrying amount of fair value hedged assets and liabilities, which are offset by other assets included in master netting arrangements described above.
Accumulated Other Comprehensive Loss Impact: As of July 26, 2026, the Company included in AOCL pre-tax hedging gains of $15.5 million on commodity contracts and gains of $9.8 million related to interest rate settled positions. The Company expects to recognize the majority of the gains on commodity contracts over the next twelve months. Gains on interest rate contracts offset the hedged interest payments over the tenor of the associated debt instruments.
The pre-tax gains (losses) recognized in AOCL related to the Company’s derivative instruments are:
| Quarter Ended | Nine Months Ended | |||||||||||||||||||||||||
| In thousands | July 26, 2026 | July 27, 2025 | July 26, 2026 | July 27, 2025 | ||||||||||||||||||||||
Commodity Contracts | $ | ( | $ | $ | $ | |||||||||||||||||||||
Excluded Component(1) | ( | ( | ( | |||||||||||||||||||||||
(1) Represents the time value of commodity options excluded from the assessment of effectiveness for which the difference between changes in fair value and periodic amortization is recorded in AOCL.
The pre-tax gains (losses) reclassified from AOCL into earnings related to the Company’s derivative instruments are:
Location on Consolidated Statements of Operations | Quarter Ended | Nine Months Ended | |||||||||||||||||||||||||||
| In thousands | July 26, 2026 | July 27, 2025 | July 26, 2026 | July 27, 2025 | |||||||||||||||||||||||||
Commodity Contracts | Cost of Products Sold | $ | $ | $ | $ | ||||||||||||||||||||||||
| Interest Rate Contracts | Interest Expense | ||||||||||||||||||||||||||||
15
See Note I - Accumulated Other Comprehensive Loss for the after-tax impact of these gains or losses on Net Earnings.
Consolidated Statements of Operations Impact: The effect of pre-tax gains (losses) related to the Company’s derivative instruments are:
| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||
In thousands | July 26, 2026 | July 27, 2025 | July 26, 2026 | July 27, 2025 | |||||||||||||||||||
| Net Earnings Attributable to Hormel Foods Corporation | $ | $ | $ | $ | |||||||||||||||||||
| Cash Flow Hedges - Commodity Contracts | |||||||||||||||||||||||
| Gain (Loss) Reclassified from AOCL | |||||||||||||||||||||||
| Amortization of Excluded Component from Options | ( | ( | ( | ( | |||||||||||||||||||
| Fair Value Hedges - Commodity Contracts | |||||||||||||||||||||||
Gain (Loss) on Commodity Futures(1) | |||||||||||||||||||||||
Total Gain (Loss) on Commodity Contracts | |||||||||||||||||||||||
Cash Flow Hedges - Interest Rate Contracts | |||||||||||||||||||||||
| Gain (Loss) Reclassified from AOCL | |||||||||||||||||||||||
Total Gain (Loss) on Interest Rate Contracts | |||||||||||||||||||||||
| Total Gain (Loss) Recognized in Earnings | $ | $ | $ | $ | |||||||||||||||||||
(1) Represents gains or losses on commodity contracts designated as fair value hedges that were closed during the quarter and nine months ended July 26, 2026, and July 27, 2025, 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.
NOTE H - PENSION AND OTHER POSTRETIREMENT BENEFITS
Net periodic cost of defined benefit plans consists of:
| Pension Benefits | |||||||||||||||||||||||
| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||
In thousands | July 26, 2026 | July 27, 2025 | July 26, 2026 | July 27, 2025 | |||||||||||||||||||
| Service Cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest Cost | |||||||||||||||||||||||
| Expected Return on Plan Assets | ( | ( | ( | ( | |||||||||||||||||||
Amortization of Prior Service Cost (Credit) | |||||||||||||||||||||||
Recognized Actuarial Loss (Gain) | |||||||||||||||||||||||
Net Periodic Cost | $ | $ | $ | $ | |||||||||||||||||||
Postretirement Benefits | |||||||||||||||||||||||
| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||
In thousands | July 26, 2026 | July 27, 2025 | July 26, 2026 | July 27, 2025 | |||||||||||||||||||
| Service Cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest Cost | |||||||||||||||||||||||
Amortization of Prior Service Cost (Credit) | ( | ( | ( | ( | |||||||||||||||||||
Recognized Actuarial Loss (Gain) | ( | ( | ( | ( | |||||||||||||||||||
Net Periodic Cost | $ | $ | $ | $ | |||||||||||||||||||
16
NOTE I - 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 26, 2026 | $ | ( | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||
| Unrecognized Gains (Losses) | — | — | |||||||||||||||||||||||||||||||||||||||
| Gross | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Tax Effect | |||||||||||||||||||||||||||||||||||||||||
| Reclassification into Net Earnings | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Gross | (1) | ( | (2) | ( | (3) | ( | |||||||||||||||||||||||||||||||||||
| Tax Effect | ( | ||||||||||||||||||||||||||||||||||||||||
| Change Net of Tax | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
Balance at July 26, 2026 | $ | ( | $ | ( | $ | $ | $ | ( | |||||||||||||||||||||||||||||||||
Balance at October 26, 2025 | $ | ( | $ | ( | $ | $ | $ | ( | |||||||||||||||||||||||||||||||||
| Unrecognized Gains (Losses) | |||||||||||||||||||||||||||||||||||||||||
| Gross | ( | ||||||||||||||||||||||||||||||||||||||||
| Tax Effect | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Reclassification into Net Earnings | |||||||||||||||||||||||||||||||||||||||||
| Gross | (1) | ( | (2) | ( | (3) | ( | |||||||||||||||||||||||||||||||||||
| Tax Effect | ( | ||||||||||||||||||||||||||||||||||||||||
| Change Net of Tax | ( | ||||||||||||||||||||||||||||||||||||||||
Balance at July 26, 2026 | $ | ( | $ | ( | $ | $ | $ | ( | |||||||||||||||||||||||||||||||||
(1) Included in computation of net periodic cost. See Note H - Pension and Other Postretirement Benefits for additional information.
(2) Included in Cost of Products Sold and Interest Expense. See Note G - Derivatives and Hedging for additional information.
(3) Included in Equity in Earnings of Affiliates.
NOTE J - FAIR VALUE MEASUREMENTS
Accounting guidance establishes a fair value hierarchy which requires assets and liabilities measured at fair value to be categorized into one of three levels based on the inputs used in the valuation. The three levels are defined as follows:
Level 1 Observable inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 Observable inputs, other than those included in Level 1, based on quoted prices for similar assets and liabilities in active markets, or quoted prices for identical assets and liabilities in inactive markets.
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.
17
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 26, 2026 | |||||||||||||||||||||||
In thousands | Total Fair Value | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||||||||
| Assets at Fair Value | |||||||||||||||||||||||
Short-term Marketable Securities | $ | $ | $ | $ | |||||||||||||||||||
| Rabbi Trust | |||||||||||||||||||||||
| Total Assets at Fair Value | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities at Fair Value | |||||||||||||||||||||||
Deferred Compensation | $ | $ | $ | $ | |||||||||||||||||||
| Total Liabilities at Fair Value | $ | $ | $ | $ | |||||||||||||||||||
| Fair Value Measurements at October 26, 2025 | |||||||||||||||||||||||
In thousands | Total Fair Value | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||||||||
| Assets at Fair Value | |||||||||||||||||||||||
Short-term Marketable Securities | $ | $ | $ | $ | |||||||||||||||||||
| Rabbi Trust | |||||||||||||||||||||||
| Total Assets at Fair Value | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities at Fair Value | |||||||||||||||||||||||
Deferred Compensation | $ | $ | $ | $ | |||||||||||||||||||
| Total Liabilities at Fair Value | $ | $ | $ | $ | |||||||||||||||||||
The following methods and assumptions were used to estimate the fair value of the financial assets and liabilities above:
Short-term Marketable Securities: The Company holds securities as part of a portfolio maintained to generate investment income. 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 equities, U.S. government securities, and money market funds held by the portfolio are classified as Level 1. The current investment portfolio also includes corporate bonds and other asset-backed securities for which there is an active, quoted market. Market prices are obtained from a variety of industry providers, large financial institutions, and other third-party sources to calculate a representative daily market value, and therefore, these securities are classified as Level 2.
Rabbi Trust: The Company maintains a rabbi trust that holds life insurance policies to fund certain supplemental executive retirement plans and deferred compensation plans. The rabbi trust is valued based on the insurance policies' cash surrender value and the fair value of the underlying investments. These policies are classified as Level 2. During the quarter and nine months ended July 26, 2026, investments held by the rabbi trust generated gains of $3.2 million and $8.3 million, respectively, compared to gains of $9.7 million and $8.6 million, respectively, for the quarter and nine months ended July 27, 2025.
Deferred Compensation: Under the Company’s deferred compensation plans, participants can defer certain types of compensation and direct their account balances into various investment alternatives. Liabilities of the Company’s deferred compensation plans are measured at amounts due to participants, based on the fair value of participants' selected investments. These liabilities are classified as Level 2.
Commodity Derivatives: The Company’s commodity derivatives consist of futures, swaps, and options contracts used to manage commodity price risk. Exchange-traded contracts are classified as Level 1 and valued using quoted market prices. Over-the-counter contracts are classified as Level 2 and valued using observable market-based inputs. All derivatives are
18
reviewed for potential credit risk and risk of nonperformance. See Note G - Derivatives and Hedging for additional information.
The Company’s financial assets and liabilities also include cash and cash equivalents, accounts and other receivables, accounts payable, and other liabilities, for which carrying value approximates fair value as they are generally short‑term in nature or otherwise expected to be settled at amounts that would not differ materially from 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 $2.5 billion as of July 26, 2026, and $2.6 billion as of October 26, 2025. See Note L - Long-term Debt and Other Borrowing Arrangements for additional information.
Nonrecurring Fair Value Measurements: The Company may be required to measure certain nonfinancial assets and liabilities including goodwill, intangible assets, equity method investments, and property, plant, and equipment at fair value on a nonrecurring basis.
During the quarter ended July 26, 2026, the Company recorded a non-cash, pre-tax valuation loss associated with its operations in Brazil which were classified as held for sale. The Company determined the fair value of the disposal group as its fair value, less expected costs to sell, using the negotiated purchase price (Level 2) and including the impact of accumulated foreign currency translation losses that will be recognized in earnings upon sale. See Note B - Acquisitions and Divestitures for additional information.
During the quarter ended July 26, 2026, the Company recorded a $48.2 million impairment charge on an equity method investment. Fair value was determined using the unadjusted quoted market price (Level 1). See Note D - Investments in Affiliates for additional information.
There were no other 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 26, 2026, and July 27, 2025.
NOTE K - COMMITMENTS AND CONTINGENCIES
Commitments: During the quarter and nine months ended July 26, 2026, there were no material changes outside the ordinary course of business to the purchase commitments and other commitments and guarantees last disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended October 26, 2025.
Legal Proceedings: The Company is a party to various legal proceedings related to the ongoing operation of its business, including claims both by and against the Company. At any time, such proceedings typically involve claims related to product liability, labeling, contracts, antitrust regulations, intellectual property, competition laws, employment practices, or other actions brought by employees, customers, consumers, competitors, regulators, or suppliers. The Company establishes accruals for its potential exposure, as appropriate, for legal claims against the Company when losses become probable and reasonably estimable. The Company does not reduce these liabilities for potential insurance or third-party recoveries; the Company accrues for insurance or other third-party recoveries when applicable. Future developments or settlements are uncertain and may require the Company to change such accruals as proceedings progress.
Turkey Antitrust Litigation: Beginning in December 2019, a series of class action complaints were filed against the Company, as well as several other turkey-processing companies and a benchmarking service called Agri Stats, in the U.S. District Court for the Northern District of Illinois styled In re Turkey Antitrust Litigation. The plaintiffs allege, among other things, that from at least 2010 to 2017, the defendants conspired and combined to fix, raise, maintain, and stabilize the price of turkey products—including through the use of Agri Stats—in violation of federal antitrust laws. The complaints on behalf of the class 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. Although the Company strongly denies liability, continues to deny the allegations asserted, and believes it has valid defenses, to avoid the uncertainty, risk, expense, and distraction of continued litigation, the Company executed a settlement agreement providing for payment by the Company to the class of direct purchaser plaintiffs in the total settlement amount of $37.5 million, subject to court approval, which was recorded as Accrued Expenses and in Selling, General, and Administrative in the third quarter of fiscal 2026. The Company continues to defend against claims brought by the direct-action plaintiffs and the class of indirect purchasers. The Company has not recorded any liability for these remaining matters as it does not believe a loss is probable. The Company cannot reasonably estimate any reasonably possible loss. The Company believes that it has valid and meritorious defenses against the allegations.
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Tax Proceedings: As further described in Note B - Acquisitions and Divestitures, during the third quarter of fiscal 2026, the Company entered into a definitive agreement for the sale of its operations in Brazil. This transaction was finalized on July 31, 2026, subsequent to the end of the third quarter. Included in this transaction were multiple Company subsidiaries organized in Brazil, which were reported in the International segment, and which previously received tax deficiency notices from the State of São Paulo Tax Authority Office alleging underpayment of certain taxes for multiple tax years. Any potential liabilities relating to these assessments were transferred to the buyer in connection with the completion of the transaction.
Other Proceedings: While the Company cannot predict with certainty the results of other currently known legal proceedings against the Company, resolution of such matters, either individually or in aggregate, is not expected to have a material effect on the Company’s financial condition, results of operations, or liquidity.
NOTE L - LONG-TERM DEBT AND OTHER BORROWING ARRANGEMENTS
Long-term Debt consists of:
In thousands | July 26, 2026 | October 26, 2025 | |||||||||
Senior Unsecured Notes with Interest at Interest Due Semi-annually through June 2051 Maturity Date | $ | $ | |||||||||
Senior Unsecured Notes with Interest at Interest Due Semi-annually through June 2030 Maturity Date | |||||||||||
Senior Unsecured Notes with Interest at Interest Due Semi-annually through June 2028 Maturity Date | |||||||||||
Senior Unsecured Notes with Interest at Interest Due Semi-annually through March 2027 Maturity Date | |||||||||||
| Unamortized Discount on Senior Notes | ( | ( | |||||||||
| Unamortized Debt Issuance Costs | ( | ( | |||||||||
| Finance Lease Liabilities | |||||||||||
| Other Financing Arrangements | |||||||||||
Total Debt | |||||||||||
| Less: Current Maturities of Long-term Debt | |||||||||||
| Long-term Debt Less Current Maturities | $ | $ | |||||||||
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. During the second quarter of fiscal 2026, the notes were reclassified to Current Maturities of Long-term Debt.
On June 3, 2021, the Company issued $750.0 million aggregate principal amount of its 1.700 % notes due June 2028 (2028 Notes) and $600.0 million aggregate principal amount of its 3.050 % notes due June 2051 (2051 Notes). The notes may be redeemed in whole or in part at any time at the applicable redemption price. Interest accrues per annum at the stated rates and is paid semi-annually in arrears on June 3 and December 3 of each year, commencing December 3, 2021. Interest rate risk was hedged utilizing interest rate locks on the 2028 Notes and 2051 Notes. The Company lifted the hedges in conjunction with the issuance of these notes. See Note G - 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
On June 11, 2020, the Company issued senior notes in an aggregate principal amount of $1.0 billion due June 2030. The notes bear interest at a fixed rate of 1.800 % per annum, with interest paid semi-annually in arrears on June 11 and December 11 of each year, commencing December 11, 2020. The notes may be redeemed in whole or in part at any time at the applicable redemption prices. If a change of control triggering event occurs, the Company must offer to purchase the notes at a purchase price equal to 101 % of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase.
Unsecured Revolving Credit Facility: On March 25, 2025, the Company entered into an unsecured revolving credit agreement with Wells Fargo Bank, National Association, as administrative agent, swing line lender and issuing lender, U.S. Bank National Association, JPMorgan Chase Bank, N.A., and BofA Securities, Inc., as syndication agents, and the lenders party thereto. The revolving credit agreement provides for an unsecured revolving credit facility with an aggregate principal commitment amount at
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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.
Interest on funds borrowed under the revolving credit agreement will be charged, depending on the applicable currency, at either a risk-free rate, as defined in the revolving credit agreement (with borrowings in U.S. dollars at the Term Secured Overnight Financing Rate) or a Eurocurrency rate for certain foreign currencies or a base rate with respect to U.S. dollars to be selected by the Company at the time of borrowing plus an applicable margin of 0.575 % to 1.160 % for Eurocurrency rate loans and 0.0 % to 0.160 % for base rate loans, depending on the Company’s debt rating issued by S&P and Moody’s. A variable fee of 0.050 % to 0.090 % is paid for the availability of this credit line. Extensions of credit under the facility may be made in the form of revolving loans, swing line loans, and letters of credit. The lending commitments under the agreement are scheduled to expire on March 25, 2030, at which time the Company will be required to pay in full all obligations then outstanding. The Company had no
Debt Covenants: The Company is required by certain covenants in its debt agreements to maintain specified levels of financial ratios and financial position, including maintaining a minimum interest coverage ratio. As of July 26, 2026, the Company was in compliance with all covenants.
NOTE M - 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 was 42.3 % and 22.3 % for the quarter ended July 26, 2026, and July 27, 2025, respectively. The Company’s effective tax rate was 26.7 % and 22.1 % for the nine months ended July 26, 2026, and July 27, 2025, respectively. The increase in the effective tax rate in the quarter and nine months ended July 26, 2026 was primarily due to the impact of the Brazil divestiture and the non-cash impairment charge related to an equity method investment.
Unrecognized tax benefits, if recognized as of July 26, 2026, would impact the Company’s effective tax rate by $18.4 million compared to $17.5 million as of July 27, 2025. The Company includes accrued interest and penalties related to uncertain tax positions in Provision for Income Taxes, with immaterial expenses included during the quarters ended July 26, 2026, and July 27, 2025. The amount of accrued interest and penalties associated with unrecognized tax benefits was $3.5 million at July 26, 2026, and $3.2 million at July 27, 2025.
Tax Examinations: The Company is regularly audited by federal, state, and foreign taxing authorities.
The Company has elected to participate in the IRS Compliance Assurance Process (CAP) through fiscal 2027. 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. Current fiscal years under IRS CAP examination are 2025 and 2026.
The Company is in various stages of audit by several state taxing authorities on a variety of fiscal years, as far back as 2019. 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 26, 2026, it was not possible to reasonably estimate the effect of any amount of such change to previously recorded uncertain tax positions.
The Company is subject to various examinations by foreign tax authorities. With limited exceptions, the Company is no longer subject to foreign tax examinations for fiscal years prior to 2018. See Note K - Commitments and Contingencies for additional information.
Tax Legislation: On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law. OBBBA includes income tax provisions such as a permanent extension of certain provisions of the Tax Cuts and Jobs Act, elective deductions for domestic research and development, reinstatement of 100% first-year bonus depreciation, and modifications to the international tax framework. The Company assessed the provisions of OBBBA and determined the changes were not material to the Company's tax provision, and does not expect the provisions to have a material impact on the Company's consolidated financial statements in future reporting periods.
The Organization for Economic Cooperation and Development published a framework for Pillar Two of the Global Anti-Base Erosion Rules, which is designed to coordinate participating jurisdictions in updating the international tax system to ensure that large multinational companies pay a minimum tax of 15%. Many countries have enacted, or begun the process of enacting, laws
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based on the Pillar Two framework. The Company considered the applicable tax laws in relevant jurisdictions and concluded the impact of Pillar Two was not material to the Company's tax provision for the nine months ended July 26, 2026. The Company will continue to evaluate the impact of such legislative changes but does not expect the new tax laws to have a material impact on the Company’s consolidated financial statements in future reporting periods.
NOTE N - 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 26, 2026 | July 27, 2025 | July 26, 2026 | July 27, 2025 | |||||||||||||||||||
Basic Weighted-average Shares Outstanding | |||||||||||||||||||||||
| Dilutive Potential Common Shares | |||||||||||||||||||||||
Diluted Weighted-average Shares Outstanding | |||||||||||||||||||||||
| Antidilutive Potential Common Shares | |||||||||||||||||||||||
NOTE O - SEGMENT REPORTING
Segment Results: 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.
The Retail segment consists primarily of the processing, marketing, and sale of food products sold predominantly in retail channels, including grocery stores, mass merchandisers, club stores, natural food chains, drug, dollar and discount chains, and e-commerce providers in the U.S. This segment also includes the results from the Company’s equity method investments in MegaMex Foods, LLC and Joy Topco, L.P.
The Foodservice segment consists primarily of the processing, marketing, and sale of food products to distributors and operators across a wide range of providers of food away from home, including restaurants, hospitality, healthcare, K-12, college and universities, and convenience stores in the U.S.
The International segment processes, markets, and sells the Company's products through retail and foodservice channels internationally. This segment also includes the results from the Company’s international joint ventures, equity method investments, and royalty arrangements, as well as operations in China and Brazil.
The results of each segment are regularly provided to the Company's Interim Chief Executive Officer, who is the chief operating decision maker (CODM). The CODM primarily uses net sales and segment profit to compare results to the prior year, annual operating plan, and periodic forecasts when evaluating segment performance and allocating resources.
The accounting policies of the segments are generally the same as those presented in Note A - Summary of Significant Accounting Policies in the Company’s Annual Report on Form 10-K for the fiscal year ended October 26, 2025. Intersegment sales are eliminated in consolidation and are not considered in management's assessment of segment performance. Segment profit also excludes unallocated general corporate expenses, deferred compensation, nonrecurring expenses associated with the Transform and Modernize initiative, corporate restructuring plan costs, gains and losses on divestitures, and interest and other income and expense. 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.
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Segment results, including the significant expense categories regularly provided to the CODM, are provided below. Certain portions of these expenses are retained at the corporate level and are presented in Net Unallocated Expense. The Company is an integrated enterprise, characterized by substantial intersegment cooperation, cost allocations, and sharing of assets. The Company does not represent that these segments, if operated independently, would report the profit and other financial information shown.
| Quarter Ended July 26, 2026 | ||||||||||||||||||||||||||
| In thousands | Retail | Foodservice | International | Total | ||||||||||||||||||||||
| Net Sales | $ | $ | $ | |||||||||||||||||||||||
| Cost of Products Sold | ||||||||||||||||||||||||||
| Selling, General, and Administrative | ||||||||||||||||||||||||||
| Equity in Earnings of Affiliates | ( | |||||||||||||||||||||||||
| Noncontrolling Interest (Earnings) Loss | ||||||||||||||||||||||||||
| Segment Profit | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Net Unallocated Expense | ||||||||||||||||||||||||||
| Noncontrolling Interest Earnings (Loss) | ( | |||||||||||||||||||||||||
| Earnings Before Income Taxes | $ | |||||||||||||||||||||||||
| Quarter Ended July 27, 2025 | ||||||||||||||||||||||||||
| In thousands | Retail | Foodservice | International | Total | ||||||||||||||||||||||
| Net Sales | $ | $ | $ | |||||||||||||||||||||||
| Cost of Products Sold | ||||||||||||||||||||||||||
| Selling, General, and Administrative | ||||||||||||||||||||||||||
| Equity in Earnings of Affiliates | ||||||||||||||||||||||||||
| Noncontrolling Interest (Earnings) Loss | ||||||||||||||||||||||||||
| Segment Profit | $ | $ | $ | $ | ||||||||||||||||||||||
| Net Unallocated Expense | ||||||||||||||||||||||||||
| Noncontrolling Interest Earnings (Loss) | ( | |||||||||||||||||||||||||
| Earnings Before Income Taxes | $ | |||||||||||||||||||||||||
Nine Months Ended July 26, 2026 | ||||||||||||||||||||||||||
| In thousands | Retail | Foodservice | International | Total | ||||||||||||||||||||||
| Net Sales | $ | $ | $ | |||||||||||||||||||||||
| Cost of Products Sold | ||||||||||||||||||||||||||
| Selling, General, and Administrative | ||||||||||||||||||||||||||
| Equity in Earnings of Affiliates | ( | |||||||||||||||||||||||||
| Noncontrolling Interest (Earnings) Loss | ||||||||||||||||||||||||||
| Segment Profit | $ | $ | $ | $ | ||||||||||||||||||||||
| Net Unallocated Expense | ||||||||||||||||||||||||||
| Noncontrolling Interest Earnings (Loss) | ( | |||||||||||||||||||||||||
| Earnings Before Income Taxes | $ | |||||||||||||||||||||||||
Nine Months Ended July 27, 2025 | ||||||||||||||||||||||||||
| In thousands | Retail | Foodservice | International | Total | ||||||||||||||||||||||
| Net Sales | $ | $ | $ | |||||||||||||||||||||||
| Cost of Products Sold | ||||||||||||||||||||||||||
| Selling, General, and Administrative | ||||||||||||||||||||||||||
| Equity in Earnings of Affiliates | ||||||||||||||||||||||||||
| Noncontrolling Interest (Earnings) Loss | ||||||||||||||||||||||||||
| Segment Profit | $ | $ | $ | $ | ||||||||||||||||||||||
| Net Unallocated Expense | ||||||||||||||||||||||||||
| Noncontrolling Interest Earnings (Loss) | ( | |||||||||||||||||||||||||
| Earnings Before Income Taxes | $ | |||||||||||||||||||||||||
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The Company’s CODM reviews assets and capital expenditures at a consolidated level and does not use assets by segment to evaluate performance or allocate resources. Therefore, the Company does not disclose these measures by segment. Depreciation and amortization expense is included in the measure of segment profit and disclosed below.
| In thousands | Quarter Ended | Nine Months Ended | ||||||||||||||||||||||||
| July 26, 2026 | July 27, 2025 | July 26, 2026 | July 27, 2025 | |||||||||||||||||||||||
| Depreciation and Amortization | ||||||||||||||||||||||||||
| Retail | $ | $ | $ | $ | ||||||||||||||||||||||
| Foodservice | ||||||||||||||||||||||||||
| International | ||||||||||||||||||||||||||
| Corporate | ||||||||||||||||||||||||||
| Total Depreciation and Amortization | $ | $ | $ | $ | ||||||||||||||||||||||
Disaggregated Revenues: 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 26, 2026 | July 27, 2025 | July 26, 2026 | July 27, 2025 | ||||||||||||||||||||||
| Perishable | $ | $ | $ | $ | ||||||||||||||||||||||
| Shelf-stable | ||||||||||||||||||||||||||
| Total Net Sales | $ | $ | $ | $ | ||||||||||||||||||||||
Perishable includes fresh meats, frozen items, refrigerated meal solutions, bacon, sausages, hams, guacamole, and other items that require refrigeration. Shelf-stable includes canned luncheon meats, nut butters, snack nuts, chili, shelf-stable microwaveable meals, hash, stews, tortillas, salsas, tortilla chips, and other items that do not require refrigeration.
NOTE P - RESTRUCTURING
The Company is undertaking a corporate restructuring plan designed to reduce administrative expenses, improve efficiencies, and align its workforce to the Company’s future needs, while enabling continued investment in the Company’s growth. The restructuring includes a voluntary early retirement program for certain groups of employees, the closing of certain open roles, involuntary role reductions, and making select changes to benefit programs. The Company expects to incur restructuring charges of approximately $22.0 million for one-time pension benefits, cash severance payments, other employee benefit costs, and professional fees. The charges were primarily recognized in the fourth quarter of fiscal 2025 and the first quarter of fiscal 2026. Of the estimated charges, the Company expects that approximately $9.0 million will be cash expenditures during fiscal 2026.
The Company recognized nominal restructuring costs during the third quarter and $8.5 million during the first nine months of fiscal 2026. There were no A summary of these costs by type is as follows:
| In thousands | Location on Consolidated Statements of Operations | Quarter Ended July 26, 2026 | Nine Months Ended July 26, 2026 | Total Plan Costs | ||||||||||||||||
| Cash Severance | Selling, General, and Administrative | $ | ( | $ | $ | |||||||||||||||
| Employee Benefits | Selling, General, and Administrative | |||||||||||||||||||
| Professional Fees | Selling, General, and Administrative | |||||||||||||||||||
| Pension Benefits | Other Income (Expense), Net | |||||||||||||||||||
| Total Restructuring Costs | $ | ( | $ | $ | ||||||||||||||||
The liability for cash severance and employee benefits was recorded in Employee-related Expenses and the liability for professional fees was recorded in Accounts Payable. The reconciliation of the beginning and ending liability balances showing activity during the year is as follows:
| In thousands | Cash Severance | Employee Benefits | Professional Fees | Total | ||||||||||||||||||||||
Liability Balances at October 26, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||
| Costs Incurred and Charged to Expense | ||||||||||||||||||||||||||
| Costs Paid or Otherwise Settled | ( | ( | ( | ( | ||||||||||||||||||||||
Liability Balances at July 26, 2026 | $ | $ | $ | $ | ||||||||||||||||||||||
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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 and remains focused on driving long-term growth through a balanced business model, a diverse portfolio, and a commitment to creating value for all stakeholders. The Company’s three reportable segments, Retail, Foodservice, and International, are described in Note O - 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 cost of products sold, adjusted selling, general and administrative (SG&A), adjusted SG&A as a percent of net sales, adjusted equity in earnings of affiliates, adjusted operating income, adjusted earnings before income taxes, adjusted provision for income taxes, adjusted net earnings attributable to Hormel Foods Corporation, adjusted diluted earnings per share, and adjusted segment profit. 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 $0.11 for the third quarter of fiscal 2026, down 67 percent compared to the same period last year. Adjusted diluted earnings per share for the third quarter of fiscal 2026 was $0.37, up 6 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 2026 decreased 2 percent. Organic net sales decreased 2 percent with growth from the Foodservice segment offset by declines in the Retail and International segments.
•Total segment profit for the third quarter of fiscal 2026 decreased 17 percent, while adjusted segment profit was flat to the prior year, as growth in the Foodservice segment was offset by declines in the Retail segment. Adjusted segment profit in the International segment was comparable to the prior year.
◦The decrease in Retail segment profit was due to lower sales and higher logistics expenses, which were partially offset by lower SG&A.
◦The increase in Foodservice segment profit was driven primarily by higher sales and improved margins, which were partially offset by higher logistics expenses and higher SG&A.
◦The decrease in International segment profit was significantly impacted by the non-cash impairment of a minority investment in Indonesia.
•Earnings before income taxes decreased 56 percent for the third quarter of fiscal 2026, primarily due to a $56 million loss related to the Brazil divestiture, a $48 million non-cash impairment charge, and a litigation settlement of $38 million. Adjusted earnings before income taxes increased 3 percent, as lower SG&A were partially offset by lower net sales and higher logistics expenses.
•The pre-tax impact of nonrecurring expenses and discrete items in the third quarter of fiscal 2026 was $155 million, including a loss related to the Brazil divestiture, a non-cash impairment of a minority investment in Indonesia, a litigation settlement, and the Company’s Transform and Modernize (T&M) initiative.
Cash flow from operations was $769 million for the first nine months of fiscal 2026, a 47 percent increase primarily reflecting improved inventory management and working capital performance.
Entering the fourth quarter of fiscal 2026, the external environment remains dynamic, with continued volatility associated with macroeconomic and geopolitical conditions. The Company is actively working to mitigate the impact of these conditions. However, continued pressure from the external environment, at a level greater than expected, could have an adverse impact on results of operations.
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Consolidated Results
Volume, Net Sales, Earnings, and Diluted Earnings Per Share
| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
In thousands, except per share amounts | July 26, 2026 | July 27, 2025 | % Change | July 26, 2026 | July 27, 2025 | % Change | |||||||||||||||||||||||||||||
| Volume (lbs.) | 969,078 | 1,046,590 | (7.4) | 2,970,695 | 3,101,288 | (4.2) | |||||||||||||||||||||||||||||
Organic Volume (lbs.) | 969,078 | 1,042,637 | (7.1) | 2,970,695 | 3,091,842 | (3.9) | |||||||||||||||||||||||||||||
| Net Sales | $ | 2,961,333 | $ | 3,032,876 | (2.4) | $ | 8,961,250 | $ | 8,920,499 | 0.5 | |||||||||||||||||||||||||
Organic Net Sales | 2,961,333 | 3,011,449 | (1.7) | 8,961,250 | 8,869,684 | 1.0 | |||||||||||||||||||||||||||||
Net Earnings Attributable to Hormel Foods Corporation | 59,573 | 183,742 | (67.6) | 398,848 | 534,334 | (25.4) | |||||||||||||||||||||||||||||
| Diluted Earnings Per Share | 0.11 | 0.33 | (66.7) | 0.72 | 0.97 | (25.8) | |||||||||||||||||||||||||||||
Adjusted Diluted Earnings Per Share | 0.37 | 0.35 | 5.7 | 1.11 | 1.05 | 5.7 | |||||||||||||||||||||||||||||
Volume and Net Sales
Volume and net sales decreased for the third quarter of fiscal 2026, while volume decreased and net sales increased for the first nine months of fiscal 2026.
For the third quarter of fiscal 2026, net sales increased in the Foodservice segment, while net sales declined in the Retail and International segments. The enterprise organic net sales decline was driven by weaker performance in commodity turkey, the bacon portfolio, and the strategic exit from select non-core private label snack nuts items, which more than offset strong growth in premium prepared proteins, the Jennie-O® turkey portfolio, contract manufacturing, and pizza toppings.
For the third quarter of fiscal 2026, volume decreased for all three segments, primarily driven by the commodity turkey portfolio.
For the first nine months of fiscal 2026, net sales growth in the Foodservice and International segments offset declines in the Retail segment. Strong enterprise performance across the Jennie-O® turkey portfolio, premium prepared proteins, and the Foodservice customized solutions business were key drivers of organic net sales growth. For the first nine months of fiscal 2026, volume declined in all three segments, driven primarily by the commodity turkey portfolio and the strategic exit from select non-core private label snack nut items.
In fiscal 2026, the Company expects net sales growth, which assumes growth across a broad range of categories, increased brand support, and market-based pricing actions. Risks to this outlook include slowing consumer demand and commodity price fluctuations.
Cost of Products Sold
| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
In thousands | July 26, 2026 | July 27, 2025 | % Change | July 26, 2026 | July 27, 2025 | % Change | |||||||||||||||||||||||||||||
| Cost of Products Sold | $ | 2,489,818 | $ | 2,545,567 | (2.2) | $ | 7,501,653 | $ | 7,473,524 | 0.4 | |||||||||||||||||||||||||
Cost of products sold decreased for the third quarter of fiscal 2026. Lower volume and favorable pork input costs were partially offset by higher beef input costs and higher logistics expenses.
Cost of products sold increased for the first nine months of fiscal 2026, as lower volume, higher beef input costs, and higher logistics expenses were partially offset by favorable pork input costs.
On a per pound basis, cost of products sold increased for both the third quarter and first nine months of fiscal 2026 compared to the prior year.
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Gross Profit
| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
In thousands | July 26, 2026 | July 27, 2025 | % Change | July 26, 2026 | July 27, 2025 | % Change | |||||||||||||||||||||||||||||
| Gross Profit | $ | 471,515 | $ | 487,309 | (3.2) | $ | 1,459,597 | $ | 1,446,975 | 0.9 | |||||||||||||||||||||||||
| Percent of Net Sales | 15.9 | % | 16.1 | % | 16.3 | % | 16.2 | % | |||||||||||||||||||||||||||
For the third quarter of fiscal 2026, gross profit as a percent of net sales decreased. For the first nine months of fiscal 2026, gross profit as a percent of net sales increased.
Gross profit as a percent of net sales increased for the Foodservice segment and decreased for the Retail and International segments in the third quarter and first nine months of fiscal 2026 compared to the prior year.
Selling, General, and Administrative (SG&A)
| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
In thousands | July 26, 2026 | July 27, 2025 | % Change | July 26, 2026 | July 27, 2025 | % Change | |||||||||||||||||||||||||||||
| SG&A | $ | 323,501 | $ | 258,713 | 25.0 | $ | 883,822 | $ | 773,158 | 14.3 | |||||||||||||||||||||||||
| Percent of Net Sales | 10.9 | % | 8.5 | % | 9.9 | % | 8.7 | % | |||||||||||||||||||||||||||
Adjusted SG&A | $ | 216,856 | $ | 245,228 | (11.6) | $ | 698,684 | $ | 720,366 | (3.0) | |||||||||||||||||||||||||
Adjusted Percent of Net Sales | 7.3 | % | 8.1 | % | 7.8 | % | 8.1 | % | |||||||||||||||||||||||||||
For the third quarter of fiscal 2026, SG&A and SG&A as a percent of net sales increased, driven primarily by a loss related to the Brazil divestiture and a litigation settlement. Adjusted SG&A and adjusted SG&A as a percent of net sales decreased, driven primarily by lower employee-related expenses and a reduction in marketing and advertising.
For the first nine months of fiscal 2026, SG&A and SG&A as a percent of net sales increased, driven primarily by the loss on the sale of the whole-bird turkey business, a loss related to the Brazil divestiture, and a litigation settlement, which were partially offset by the gain on the sale of Justin's, LLC. Adjusted SG&A and adjusted SG&A as a percent of net sales decreased, driven primarily by a reduction in marketing and advertising.
Advertising investments in the third quarter of fiscal 2026 were $34 million, a decrease of 18 percent compared to the prior year, partially due to the timing of advertising campaigns. Advertising investments in the first nine months of fiscal 2026 were $108 million, down 10 percent compared to the prior year. In fiscal 2026, the Company expects advertising investments to be comparable to the prior year, as it continues to support its priority brands.
Equity in Earnings of Affiliates
| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| In thousands | July 26, 2026 | July 27, 2025 | % Change | July 26, 2026 | July 27, 2025 | % Change | |||||||||||||||||||||||||||||
| Equity in Earnings of Affiliates | $ | (37,110) | $ | 11,153 | (432.7) | $ | (4,061) | $ | 42,614 | (109.5) | |||||||||||||||||||||||||
Equity in earnings of affiliates for the third quarter and first nine months of fiscal 2026 decreased, primarily driven by a $48 million non-cash impairment charge related to a minority investment in Indonesia.
Interest Income, Interest Expense, and Other Income (Expense), Net
| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| In thousands | July 26, 2026 | July 27, 2025 | % Change | July 26, 2026 | July 27, 2025 | % Change | |||||||||||||||||||||||||||||
Interest Income | $ | 6,661 | $ | 4,877 | 36.6 | $ | 19,667 | $ | 18,596 | 5.8 | |||||||||||||||||||||||||
| Interest Expense | 19,635 | 19,461 | 0.9 | 59,185 | 58,438 | 1.3 | |||||||||||||||||||||||||||||
Other Income (Expense), Net | 5,227 | 11,350 | (53.9) | 11,336 | 8,488 | 33.6 | |||||||||||||||||||||||||||||
Interest income increased in the third quarter and the first nine months of fiscal 2026, as higher cash balances more than offset the impact of declining interest rates. For the third quarter and the first nine months of fiscal 2026, interest expense was marginally higher compared to the prior year. Other income decreased in the third quarter of fiscal 2026, primarily due to the
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performance of the rabbi trust. For the first nine months of fiscal 2026, other income increased primarily due to lower pension costs.
Effective Tax Rate
| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||
| July 26, 2026 | July 27, 2025 | July 26, 2026 | July 27, 2025 | ||||||||||||||||||||
| Effective Tax Rate | 42.3 | % | 22.3 | % | 26.7 | % | 22.1 | % | |||||||||||||||
The effective tax rate in the third quarter of fiscal 2026 was 42.3% compared to 22.3% for the same period in the prior year, primarily due to the impact of the Brazil divestiture and the non-cash impairment charge related to a minority investment in Indonesia. For additional information, refer to Note M - Income Taxes of the Notes to the Consolidated Financial Statements.
Segment Results
Net sales and segment profit for each of the Company’s reportable segments are set forth below. Intersegment sales are excluded from the reported results and are not considered in management's assessment of segment performance. Segment profit excludes unallocated general corporate expenses, deferred compensation, nonrecurring expenses associated with the Transform and Modernize initiative, corporate restructuring plan costs, gains and losses on divestitures, and interest and other income and expense. 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 excluded items are presented below as Net Unallocated Expense and Noncontrolling Interest in the reconciliation 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 26, 2026 | July 27, 2025 | % Change | July 26, 2026 | July 27, 2025 | % Change | |||||||||||||||||||||||||||||
| Net Sales | |||||||||||||||||||||||||||||||||||
| Retail | $ | 1,779,434 | $ | 1,858,434 | (4.3) | $ | 5,416,905 | $ | 5,532,401 | (2.1) | |||||||||||||||||||||||||
| Foodservice | 1,003,158 | 986,976 | 1.6 | 2,998,096 | 2,853,603 | 5.1 | |||||||||||||||||||||||||||||
| International | 178,740 | 187,466 | (4.7) | 546,249 | 534,495 | 2.2 | |||||||||||||||||||||||||||||
Total Net Sales | $ | 2,961,333 | $ | 3,032,876 | (2.4) | $ | 8,961,250 | $ | 8,920,499 | 0.5 | |||||||||||||||||||||||||
| Segment Profit | |||||||||||||||||||||||||||||||||||
| Retail | $ | 118,073 | $ | 122,566 | (3.7) | $ | 369,902 | $ | 378,847 | (2.4) | |||||||||||||||||||||||||
| Foodservice | 144,475 | 140,711 | 2.7 | 456,800 | 420,170 | 8.7 | |||||||||||||||||||||||||||||
| International | (29,233) | 18,941 | (254.3) | 15,812 | 58,193 | (72.8) | |||||||||||||||||||||||||||||
Total Segment Profit | 233,316 | 282,218 | (17.3) | 842,515 | 857,210 | (1.7) | |||||||||||||||||||||||||||||
Net Unallocated Expense | 130,104 | 45,658 | 185.0 | 298,802 | 171,769 | 74.0 | |||||||||||||||||||||||||||||
Noncontrolling Interest | (55) | (46) | (20.4) | (182) | (366) | 50.2 | |||||||||||||||||||||||||||||
Earnings Before Income Taxes | $ | 103,157 | $ | 236,514 | (56.4) | $ | 543,531 | $ | 685,076 | (20.7) | |||||||||||||||||||||||||
Retail
| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
In thousands | July 26, 2026 | July 27, 2025 | % Change | July 26, 2026 | July 27, 2025 | % Change | |||||||||||||||||||||||||||||
| Volume (lbs.) | 648,340 | 712,912 | (9.1) | 2,005,233 | 2,127,075 | (5.7) | |||||||||||||||||||||||||||||
Organic Volume (lbs.) | 648,340 | 709,372 | (8.6) | 2,005,233 | 2,118,469 | (5.3) | |||||||||||||||||||||||||||||
| Net Sales | $ | 1,779,434 | $ | 1,858,434 | (4.3) | $ | 5,416,905 | $ | 5,532,401 | (2.1) | |||||||||||||||||||||||||
Organic Net Sales | 1,779,434 | 1,839,382 | (3.3) | 5,416,905 | 5,486,876 | (1.3) | |||||||||||||||||||||||||||||
| Segment Profit | 118,073 | 122,566 | (3.7) | 369,902 | 378,847 | (2.4) | |||||||||||||||||||||||||||||
Organic net sales decreased in the third quarter of fiscal 2026, as declines in commodity turkey and private label snack nuts were partially offset by strong performance in value-added turkey offerings, contract manufacturing, and Planters® snack nuts.
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Additional priority brands that delivered solid growth during the quarter included the SPAM® family of products, Applegate® natural and organic meats, and Hormel® chili. For the first nine months of fiscal 2026, organic net sales declined, as strong performance in Jennie-O® ground turkey was primarily offset by the strategic exit from select non-core private label snack nut items.
Retail segment profit decreased in the third quarter and first nine months of fiscal 2026, as lower net sales and higher logistics expenses were partially offset by lower SG&A.
Foodservice
| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
In thousands | July 26, 2026 | July 27, 2025 | % Change | July 26, 2026 | July 27, 2025 | % Change | |||||||||||||||||||||||||||||
| Volume (lbs.) | 244,830 | 248,540 | (1.5) | 733,557 | 734,988 | (0.2) | |||||||||||||||||||||||||||||
Organic Volume (lbs.) | 244,830 | 248,194 | (1.4) | 733,557 | 734,264 | (0.1) | |||||||||||||||||||||||||||||
| Net Sales | $ | 1,003,158 | $ | 986,976 | 1.6 | $ | 2,998,096 | $ | 2,853,603 | 5.1 | |||||||||||||||||||||||||
Organic Net Sales | 1,003,158 | 985,120 | 1.8 | 2,998,096 | 2,849,503 | 5.2 | |||||||||||||||||||||||||||||
| Segment Profit | 144,475 | 140,711 | 2.7 | 456,800 | 420,170 | 8.7 | |||||||||||||||||||||||||||||
Organic net sales growth in the Foodservice segment was broad-based in the third quarter and first nine months of fiscal 2026. Organic volume decreased in the third quarter and was comparable in the first nine months. Net sales growth for the third quarter was primarily driven by premium prepared proteins, branded pepperoni, and Jennie-O® turkey. Net sales growth for the first nine months of fiscal 2026 was primarily driven by premium prepared proteins, the customized solutions business, branded pepperoni, and Jennie-O® turkey. For the first nine months of fiscal 2026, notable branded products, including Austin Blues® smoked meats, Hormel® Natural Choice® meats, and Fontanini® Italian meats delivered strong net sales results.
Segment profit increased for the third quarter and first nine months of fiscal 2026, as higher net sales and favorable pork input costs were partially offset by higher logistics and SG&A.
The Foodservice segment continued to benefit from an extensive range of solutions-based products, its direct-selling organization, and a diverse channel presence during the third quarter and first nine months of fiscal 2026.
International
| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
In thousands | July 26, 2026 | July 27, 2025 | % Change | July 26, 2026 | July 27, 2025 | % Change | |||||||||||||||||||||||||||||
| Volume (lbs.) | 75,908 | 85,138 | (10.8) | 231,905 | 239,225 | (3.1) | |||||||||||||||||||||||||||||
| Organic Volume (lbs.) | 75,908 | 85,071 | (10.8) | 231,905 | 239,109 | (3.0) | |||||||||||||||||||||||||||||
| Net Sales | $ | 178,740 | $ | 187,466 | (4.7) | $ | 546,249 | $ | 534,495 | 2.2 | |||||||||||||||||||||||||
| Organic Net Sales | 178,740 | 186,947 | (4.4) | 546,249 | 533,305 | 2.4 | |||||||||||||||||||||||||||||
| Segment Profit (Loss) | (29,233) | 18,941 | (254.3) | 15,812 | 58,193 | (72.8) | |||||||||||||||||||||||||||||
| Adjusted Segment Profit | 18,985 | 18,941 | 0.2 | 64,031 | 58,193 | 10.0 | |||||||||||||||||||||||||||||
For the International segment, organic volume and organic net sales declined in the third quarter of fiscal 2026 as the recognition of certain SPAM® export sales was adversely impacted due to a legal-entity transition. In the first nine months of fiscal 2026, organic volume declined and organic net sales grew. Organic net sales growth was driven by strong performance in multinational businesses, partially offset by the recognition of certain SPAM® export sales which was adversely impacted due to a legal-entity transition.
Segment profit for the third quarter and first nine months of fiscal 2026 was significantly impacted by the non-cash impairment of a minority investment in Indonesia. Adjusted segment profit in the third quarter of fiscal 2026 was comparable to the prior year, as minority investment results were offset by performance in Brazil. Adjusted segment profit grew in the first nine months of fiscal 2026, primarily due to growth in China and minority investment performance.
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Unallocated Income and Expense
| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||
| In thousands | July 26, 2026 | July 27, 2025 | July 26, 2026 | July 27, 2025 | |||||||||||||||||||
| Net Unallocated Expense | $ | 130,104 | $ | 45,658 | $ | 298,802 | $ | 171,769 | |||||||||||||||
| Noncontrolling Interest | (55) | (46) | (182) | (366) | |||||||||||||||||||
For the third quarter of fiscal 2026, net unallocated expense increased primarily due to a loss related to the Brazil divestiture and a litigation settlement.
For the first nine months of fiscal 2026, net unallocated expense increased primarily due to the loss on the sale of the whole-bird turkey business, a loss related to the Brazil divestiture, a litigation settlement, expenses associated with the corporate restructuring plan, and expenses for a consulting agreement with a former executive (Consulting Agreement). These expenses were partially offset by the gain on the sale of the controlling equity interest in Justin’s, LLC and lapping the loss on the sale of a non-core sow operation in fiscal 2025.
Related Party Transactions
There has been no material change in the information regarding Related Party Transactions as disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended October 26, 2025.
Non-GAAP Measures
This report includes measures of financial performance that are not defined by GAAP. The Company utilizes these non-GAAP measures to understand and evaluate operating performance on a consistent basis. These measures may also be used when making decisions regarding resource allocation and in determining incentive compensation. The Company believes these non-GAAP measures provide useful information to investors because they aid analysis and understanding of the Company’s results and business trends relative to past performance and the Company’s competitors. Non-GAAP measures are not intended to be a substitute for GAAP measures in analyzing financial performance. These non-GAAP measures are not calculated in accordance with GAAP and may be different from non-GAAP measures used by other companies.
Transform and Modernize (T&M) Initiative
In the fourth quarter of fiscal 2023, the Company announced a multi-year T&M initiative. In presenting non-GAAP measures, the Company adjusts for (i.e., excludes) expenses for this initiative that are nonrecurring, which are primarily project-based external consulting fees and expenses related to supply chain and portfolio optimization (e.g., asset write-offs, severance, or relocation-related costs). The Company believes that nonrecurring costs associated with the T&M initiative are not reflective of the Company’s ongoing operating cost structure; therefore, the Company is excluding these discrete costs. The Company does not adjust for (i.e., does not exclude) certain costs related to the T&M initiative that are expected to continue after the project ends, such as software license fees and internal employee expenses, because those costs are considered ongoing in nature as a component of normal operating costs. The Company also does not adjust for savings realized through the T&M initiative as these are considered ongoing in nature and reflective of expected future operating performance.
Gain or Loss on Divestitures
As part of its ongoing portfolio management activities, the Company may periodically divest certain businesses to better align its portfolio with its strategic objectives and long-term growth strategy. The Company believes the one-time impacts from these transactions, including transaction costs, are not reflective of the Company’s ongoing operating cost structure, are not indicative of the Company’s core operating performance, and are not meaningful when comparing the Company’s operating performance against that of prior periods. Thus, the Company has adjusted for (i.e., excluded) these impacts. Transactions affecting comparability include the Brazil transaction, the whole-bird turkey transaction, the Justin's, LLC transaction, and the Mountain Prairie, LLC divestiture. See Note B - Acquisitions and Divestitures of the Notes to the Consolidated Financial Statements for additional information.
Corporate Restructuring Plan
In the fourth quarter of fiscal 2025, the Company commenced a corporate restructuring plan, the focus of which is to reduce administrative expenses, improve efficiencies, and align the workforce to the Company’s future needs, while enabling continued investment in the Company’s growth. The costs incurred to execute the corporate restructuring plan and the charges incurred under the program are primarily related to severance and employee benefit costs. Because the Company believes certain charges incurred under the corporate restructuring plan do not reflect future operating costs and are not meaningful when comparing the Company's operating performance against that of prior periods, the Company adjusts for
30
(i.e., excludes) these impacts. See Note P - Restructuring of the Notes to the Consolidated Financial Statements for additional information.
Consulting Agreement
On October 27, 2025, the Company entered into the Consulting Agreement with its former Chief Executive Officer (CEO), pursuant to which the former CEO is expected to provide consulting services to the Company until April 2027. Consulting costs related to the Consulting Agreement include cash and share-based compensation, which were primarily recognized in the first quarter of fiscal 2026. The Company believes nonrecurring costs associated with the Consulting Agreement are not reflective of the Company’s ongoing operating cost structure, are not indicative of the Company’s core operating performance, and are not meaningful when comparing the Company’s operating performance against that of prior periods; therefore, the Company is excluding these discrete costs.
Legal Matters
From time to time, the Company receives proceeds or 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 income or costs, and are not meaningful when comparing the Company’s operating performance against that of prior periods. The Company adjusts for (i.e., excludes) these impacts.
Litigation Settlements
In the third quarter of fiscal 2026, the Company executed a settlement agreement with certain plaintiffs in an antitrust lawsuit. See Note K - Commitments and Contingencies of the Notes to the Consolidated Financial Statements included in this filing for additional information. In fiscal 2025, the Company entered into a settlement agreement with certain plaintiffs in an antitrust lawsuit. See Note K - Commitments and Contingencies of the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 26, 2025, for additional information.
Impairments
In the third quarter of fiscal 2026, the Company recorded a non-cash impairment charge related to a minority investment in Indonesia. See Note D - Investments in Affiliates of the Notes to the Consolidated Financial Statements for additional information. The Company believes these charges are not indicative of the Company’s core operating performance, do not reflect expected future operating income or costs, and are not meaningful when comparing the Company’s operating performance against that of prior periods. Thus, the Company has adjusted for (i.e., excluded) these impacts.
The tables below show the calculations to reconcile from the GAAP measures to the non-GAAP measures presented in this Quarterly Report on Form 10-Q. The tax provision expense or benefit of each of the pre-tax items excluded from the Company's GAAP results was computed based on the facts and tax implications associated with each item.
| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||
| In thousands, except per share amounts | July 26, 2026 | July 27, 2025 | July 26, 2026 | July 27, 2025 | |||||||||||||||||||
| Cost of Products Sold (GAAP) | $ | 2,489,818 | $ | 2,545,567 | $ | 7,501,653 | $ | 7,473,524 | |||||||||||||||
Transform and Modernize Initiative(1) | (447) | (1,010) | (2,222) | (3,973) | |||||||||||||||||||
| Adjusted Cost of Products Sold (Non-GAAP) | $ | 2,489,371 | $ | 2,544,557 | $ | 7,499,431 | $ | 7,469,551 | |||||||||||||||
| SG&A (GAAP) | $ | 323,501 | $ | 258,713 | $ | 883,822 | $ | 773,158 | |||||||||||||||
Transform and Modernize Initiative(2) | (11,792) | (13,485) | (36,448) | (41,228) | |||||||||||||||||||
| Gain (Loss) on Divestitures | (57,379) | — | (94,911) | (11,324) | |||||||||||||||||||
| Corporate Restructuring Plan | 26 | — | (8,505) | — | |||||||||||||||||||
| Consulting Agreement | — | — | (7,775) | — | |||||||||||||||||||
| Litigation Settlements | (37,500) | — | (37,500) | (240) | |||||||||||||||||||
| Adjusted SG&A (Non-GAAP) | $ | 216,856 | $ | 245,228 | $ | 698,684 | $ | 720,366 | |||||||||||||||
| Equity in Earnings of Affiliates (GAAP) | $ | (37,110) | $ | 11,153 | $ | (4,061) | $ | 42,614 | |||||||||||||||
Impairments | 48,218 | — | 48,218 | — | |||||||||||||||||||
| Adjusted Equity in Earnings of Affiliates (Non-GAAP) | $ | 11,109 | $ | 11,153 | $ | 44,157 | $ | 42,614 | |||||||||||||||
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| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||
| In thousands, except per share amounts | July 26, 2026 | July 27, 2025 | July 26, 2026 | July 27, 2025 | |||||||||||||||||||
| Operating Income (GAAP) | $ | 110,904 | $ | 239,748 | $ | 571,713 | $ | 716,430 | |||||||||||||||
Transform and Modernize Initiative(1)(2) | 12,239 | 14,496 | 38,669 | 45,202 | |||||||||||||||||||
| (Gain) Loss on Divestitures | 57,379 | — | 94,911 | 11,324 | |||||||||||||||||||
| Corporate Restructuring Plan | (26) | — | 8,505 | — | |||||||||||||||||||
| Consulting Agreement | — | — | 7,775 | — | |||||||||||||||||||
| Litigation Settlements | 37,500 | — | 37,500 | 240 | |||||||||||||||||||
Impairments | 48,218 | — | 48,218 | — | |||||||||||||||||||
| Adjusted Operating Income (Non-GAAP) | $ | 266,215 | $ | 254,244 | $ | 807,292 | $ | 773,196 | |||||||||||||||
| Earnings Before Income Taxes (GAAP) | $ | 103,157 | $ | 236,514 | $ | 543,531 | $ | 685,076 | |||||||||||||||
Transform and Modernize Initiative(1)(2) | 12,239 | 14,496 | 38,669 | 45,202 | |||||||||||||||||||
| (Gain) Loss on Divestitures | 57,379 | — | 94,911 | 11,324 | |||||||||||||||||||
| Corporate Restructuring Plan | (26) | — | 8,505 | — | |||||||||||||||||||
| Consulting Agreement | — | — | 7,775 | — | |||||||||||||||||||
| Litigation Settlements | 37,500 | — | 37,500 | 240 | |||||||||||||||||||
Impairments | 48,218 | — | 48,218 | — | |||||||||||||||||||
| Adjusted Earnings Before Income Taxes (Non-GAAP) | $ | 258,467 | $ | 251,010 | $ | 779,110 | $ | 741,842 | |||||||||||||||
| Provision for Income Taxes (GAAP) | $ | 43,638 | $ | 52,818 | $ | 144,865 | $ | 151,107 | |||||||||||||||
Transform and Modernize Initiative(1)(2) | 2,999 | 3,233 | 9,474 | 9,960 | |||||||||||||||||||
| (Gain) Loss on Divestitures | 303 | — | 4,525 | 2,469 | |||||||||||||||||||
| Corporate Restructuring Plan | (6) | — | 2,084 | — | |||||||||||||||||||
| Consulting Agreement | — | — | — | — | |||||||||||||||||||
| Litigation Settlements | 9,188 | — | 9,188 | 52 | |||||||||||||||||||
Impairments | — | — | — | — | |||||||||||||||||||
| Adjusted Provision for Income Taxes (Non-GAAP) | $ | 56,120 | $ | 56,051 | $ | 170,136 | $ | 163,588 | |||||||||||||||
| Net Earnings Attributable to Hormel Foods Corporation (GAAP) | $ | 59,573 | $ | 183,742 | $ | 398,848 | $ | 534,334 | |||||||||||||||
Transform and Modernize Initiative(1)(2) | 9,241 | 11,263 | 29,195 | 35,242 | |||||||||||||||||||
| (Gain) Loss on Divestitures | 57,076 | — | 90,386 | 8,855 | |||||||||||||||||||
| Corporate Restructuring Plan | (20) | — | 6,421 | — | |||||||||||||||||||
| Consulting Agreement | — | — | 7,775 | — | |||||||||||||||||||
| Litigation Settlements | 28,313 | — | 28,313 | 188 | |||||||||||||||||||
Impairments | 48,218 | — | 48,218 | — | |||||||||||||||||||
| Adjusted Net Earnings Attributable to Hormel Foods Corporation (Non-GAAP) | $ | 202,402 | $ | 195,005 | $ | 609,156 | $ | 578,620 | |||||||||||||||
Diluted Earnings Per Share (GAAP) | $ | 0.11 | $ | 0.33 | $ | 0.72 | $ | 0.97 | |||||||||||||||
Transform and Modernize Initiative(1)(2) | 0.02 | 0.02 | 0.05 | 0.06 | |||||||||||||||||||
| (Gain) Loss on Divestitures | 0.10 | — | 0.16 | 0.02 | |||||||||||||||||||
| Corporate Restructuring Plan | — | — | 0.01 | — | |||||||||||||||||||
| Consulting Agreement | — | — | 0.01 | — | |||||||||||||||||||
| Litigation Settlements | 0.05 | — | 0.05 | — | |||||||||||||||||||
Impairments | 0.09 | — | 0.09 | — | |||||||||||||||||||
Adjusted Diluted Earnings Per Share (Non-GAAP) | $ | 0.37 | $ | 0.35 | $ | 1.11 | $ | 1.05 | |||||||||||||||
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| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||
| July 26, 2026 | July 27, 2025 | July 26, 2026 | July 27, 2025 | ||||||||||||||||||||
| SG&A as a Percent of Net Sales (GAAP) | 10.9 | % | 8.5 | % | 9.9 | % | 8.7 | % | |||||||||||||||
Transform and Modernize Initiative(2) | (0.4) | (0.4) | (0.4) | (0.5) | |||||||||||||||||||
| Gain (Loss) on Divestitures | (1.9) | — | (1.1) | (0.1) | |||||||||||||||||||
| Corporate Restructuring Plan | — | — | (0.1) | — | |||||||||||||||||||
| Consulting Agreement | — | — | (0.1) | — | |||||||||||||||||||
| Litigation Settlements | (1.3) | — | (0.4) | — | |||||||||||||||||||
| Adjusted SG&A as a Percent of Net Sales (Non-GAAP) | 7.3 | % | 8.1 | % | 7.8 | % | 8.1 | % | |||||||||||||||
(1) Comprised primarily of costs related to supply chain and portfolio optimization.
(2) Comprised primarily of project-based external consulting fees.
Adjusted Segment Profit (Non-GAAP)
| Quarter Ended | ||||||||||||||||||||||||||||||||||||||
| July 26, 2026 | July 27, 2025 | |||||||||||||||||||||||||||||||||||||
| In thousands | GAAP | Non-GAAP Adjustments(1) | Non-GAAP | GAAP | Non-GAAP Adjustments(2) | Non-GAAP | ||||||||||||||||||||||||||||||||
| Segment Profit (Loss) | ||||||||||||||||||||||||||||||||||||||
| Retail | $ | 118,073 | $ | — | $ | 118,073 | $ | 122,566 | $ | — | $ | 122,566 | ||||||||||||||||||||||||||
| Foodservice | 144,475 | — | 144,475 | 140,711 | — | 140,711 | ||||||||||||||||||||||||||||||||
| International | (29,233) | 48,218 | 18,985 | 18,941 | — | 18,941 | ||||||||||||||||||||||||||||||||
| Total Segment Profit (Loss) | 233,316 | 48,218 | 281,534 | 282,218 | — | 282,218 | ||||||||||||||||||||||||||||||||
| Net Unallocated Expense | 130,104 | (107,092) | 23,012 | 45,658 | (14,496) | 31,162 | ||||||||||||||||||||||||||||||||
| Noncontrolling Interest | (55) | — | (55) | (46) | — | (46) | ||||||||||||||||||||||||||||||||
| Earnings Before Income Taxes | $ | 103,157 | $ | 155,310 | $ | 258,467 | $ | 236,514 | $ | 14,496 | $ | 251,010 | ||||||||||||||||||||||||||
(1) International segment profit (loss) adjustments in the third quarter of fiscal 2026 were due to a non-cash impairment charge. Net Unallocated Expense adjustments were comprised of gain (loss) on divestitures, an unfavorable litigation settlement, nonrecurring T&M initiative costs, and corporate restructuring plan charges.
(2) Net Unallocated Expense adjustments in the third quarter of fiscal 2025 were comprised of nonrecurring T&M initiative costs.
| Nine Months Ended | ||||||||||||||||||||||||||||||||||||||
| July 26, 2026 | July 27, 2025 | |||||||||||||||||||||||||||||||||||||
| In thousands | GAAP | Non-GAAP Adjustments(1) | Non-GAAP | GAAP | Non-GAAP Adjustments(2) | Non-GAAP | ||||||||||||||||||||||||||||||||
| Segment Profit (Loss) | ||||||||||||||||||||||||||||||||||||||
| Retail | $ | 369,902 | $ | — | $ | 369,902 | $ | 378,847 | $ | — | $ | 378,847 | ||||||||||||||||||||||||||
| Foodservice | 456,800 | — | 456,800 | 420,170 | — | 420,170 | ||||||||||||||||||||||||||||||||
| International | 15,812 | 48,218 | 64,031 | 58,193 | — | 58,193 | ||||||||||||||||||||||||||||||||
| Total Segment Profit (Loss) | 842,515 | 48,218 | 890,734 | 857,210 | — | 857,210 | ||||||||||||||||||||||||||||||||
| Net Unallocated Expense | 298,802 | (187,360) | 111,442 | 171,769 | (56,766) | 115,003 | ||||||||||||||||||||||||||||||||
| Noncontrolling Interest | (182) | — | (182) | (366) | — | (366) | ||||||||||||||||||||||||||||||||
| Earnings Before Income Taxes | $ | 543,531 | $ | 235,578 | $ | 779,110 | $ | 685,076 | $ | 56,766 | $ | 741,842 | ||||||||||||||||||||||||||
(1) International segment profit (loss) adjustments in the first nine months of fiscal 2026 were due to a non-cash impairment charge. Net Unallocated Expense adjustments were comprised of gain (loss) on divestitures, nonrecurring T&M initiative costs, an unfavorable litigation settlement, corporate restructuring plan charges, and Consulting Agreement costs.
(2) Net Unallocated Expense adjustments in the first nine months of fiscal 2025 were comprised of nonrecurring T&M initiative costs, the loss on the divestiture of Mountain Prairie, LLC, and an unfavorable litigation settlement.
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ORGANIC VOLUME AND ORGANIC NET SALES (NON-GAAP)
The non-GAAP measures of organic volume and organic net sales are presented to provide investors with additional information to facilitate the comparison of past and present operations. Organic volume and organic net sales exclude the impact of the sale of the Company's controlling equity interest in Justin's, LLC in the first quarter of fiscal 2026.
| Quarter Ended | |||||||||||||||||||||||
| July 26, 2026 | July 27, 2025 | ||||||||||||||||||||||
| In thousands | GAAP | GAAP | Divestiture | Non-GAAP Organic | Non-GAAP % Change | ||||||||||||||||||
| Volume (lbs.) | |||||||||||||||||||||||
| Retail | 648,340 | 712,912 | (3,540) | 709,372 | (8.6) | ||||||||||||||||||
| Foodservice | 244,830 | 248,540 | (346) | 248,194 | (1.4) | ||||||||||||||||||
| International | 75,908 | 85,138 | (68) | 85,071 | (10.8) | ||||||||||||||||||
| Total Volume (lbs.) | 969,078 | 1,046,590 | (3,953) | 1,042,637 | (7.1) | ||||||||||||||||||
| Net Sales | |||||||||||||||||||||||
| Retail | $ | 1,779,434 | $ | 1,858,434 | $ | (19,052) | $ | 1,839,382 | (3.3) | ||||||||||||||
| Foodservice | 1,003,158 | 986,976 | (1,856) | 985,120 | 1.8 | ||||||||||||||||||
| International | 178,740 | 187,466 | (520) | 186,947 | (4.4) | ||||||||||||||||||
| Total Net Sales | $ | 2,961,333 | $ | 3,032,876 | $ | (21,427) | $ | 3,011,449 | (1.7) | ||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||
| July 26, 2026 | July 27, 2025 | ||||||||||||||||||||||
| In thousands | GAAP | GAAP | Divestiture | Non-GAAP Organic | Non-GAAP % Change | ||||||||||||||||||
| Volume (lbs.) | |||||||||||||||||||||||
| Retail | 2,005,233 | 2,127,075 | (8,605) | 2,118,469 | (5.3) | ||||||||||||||||||
| Foodservice | 733,557 | 734,988 | (724) | 734,264 | (0.1) | ||||||||||||||||||
| International | 231,905 | 239,225 | (117) | 239,109 | (3.0) | ||||||||||||||||||
| Total Volume (lbs.) | 2,970,695 | 3,101,288 | (9,446) | 3,091,842 | (3.9) | ||||||||||||||||||
| Net Sales | |||||||||||||||||||||||
| Retail | $ | 5,416,905 | $ | 5,532,401 | $ | (45,526) | $ | 5,486,876 | (1.3) | ||||||||||||||
| Foodservice | 2,998,096 | 2,853,603 | (4,100) | 2,849,503 | 5.2 | ||||||||||||||||||
| International | 546,249 | 534,495 | (1,190) | 533,305 | 2.4 | ||||||||||||||||||
| Total Net Sales | $ | 8,961,250 | $ | 8,920,499 | $ | (50,815) | $ | 8,869,684 | 1.0 | ||||||||||||||
LIQUIDITY AND CAPITAL RESOURCES
When assessing its liquidity and capital resources, the Company evaluates cash and cash equivalents, short-term and long-term investments, income from operations, and borrowing capacity.
Cash Flow Highlights
| Nine Months Ended | |||||||||||
In thousands | July 26, 2026 | July 27, 2025 | |||||||||
Cash and Cash Equivalents at End of Period | $ | 839,639 | $ | 599,189 | |||||||
| Cash Provided by (Used in) Operating Activities | 768,752 | 522,345 | |||||||||
| Cash Provided by (Used in) Investing Activities | (112,267) | (204,991) | |||||||||
| Cash Provided by (Used in) Financing Activities | (488,435) | (455,884) | |||||||||
| Increase (Decrease) in Cash, Cash Equivalents, and Cash Held for Sale | 173,417 | (142,692) | |||||||||
Cash, cash equivalents, and cash held for sale increased $173 million during the first nine months of fiscal 2026. Cash provided by operating activities was sufficient to cover dividend payments and capital expenditures. The Company also benefited from proceeds from the sale of businesses. During the first nine months of fiscal 2025, cash and cash equivalents decreased $143
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million as the Company utilized cash on hand to make additional purchases of inventory and capital assets as well as fund regular dividend payments. Additional details related to significant drivers of cash flows are provided below.
Cash Provided by (Used in) Operating Activities
•Cash flows from operating activities were impacted by changes in operating assets and liabilities.
–Inventory increased $81 million during the first nine months of fiscal 2026 compared to an increase of $247 million in the comparable period of the prior year. The increase in inventory during fiscal 2026 was driven by recovery in the turkey supply chain following the impacts of Highly Pathogenic Avian Influenza in the previous year, as well as higher input costs. The increase in inventory during fiscal 2025 was driven by intentional seasonal and promotional inventory build, recovery of snack nuts inventory levels following the production disruptions at the Suffolk, Virginia manufacturing facility, and increased raw material costs.
–Accounts payable and accrued expenses decreased $37 million and $100 million during the first nine months of fiscal 2026 and fiscal 2025, respectively. These decreases were driven by general timing of invoice payments, livestock and feed deferral payments, and annual incentive payments. The decrease in fiscal 2026 was partially offset by higher legal and marketing accruals while the decrease in fiscal 2025 also included legal settlements.
–Accounts receivable decreased $86 million and $52 million during the first nine months of fiscal 2026 and fiscal 2025, respectively, primarily due to lower sales compared to the fourth quarter of each respective prior year.
Cash Provided by (Used in) Investing Activities
•Capital expenditures were $219 million and $219 million during the first nine months of fiscal 2026 and fiscal 2025, respectively. The largest projects during fiscal 2026 were related to investment in wastewater infrastructure to support operations in Austin, Minnesota and investments in data and technology. Significant projects during fiscal 2025 included the transition from harvest to value-added capacity at the Company's facility in Barron, Wisconsin and investments in data and technology.
•Proceeds from the sale of business were $97 million during the first nine months of fiscal 2026 resulting from the sale of the Company’s controlling equity interest in Justin's, LLC and whole-bird turkey business. During the first nine months of fiscal 2025 proceeds from the sale of business were $13 million primarily from the sale of the Company's equity interest in Mountain Prairie, LLC.
Cash Provided by (Used in) Financing Activities
•Cash dividends paid to the Company’s shareholders totaled $481 million during the first nine months of fiscal 2026, compared to $474 million in the comparable period of fiscal 2025.
Sources and Uses of Cash
The Company believes its business model, with diversification across raw material inputs, channels, and categories, provides stability in ever-changing economic environments. The Company maintains a disciplined capital allocation strategy and uses a waterfall approach, which focuses first on core uses of cash, such as capital expenditures to maintain facilities, dividend returns to investors, mandatory debt repayments, and fulfillment of pension obligations. Next, the Company looks to strategic items in support of growth initiatives, such as other capital projects, acquisitions, additional dividend increases, and working capital investments. Finally, the Company evaluates opportunistic uses, including incremental debt repayment and share repurchases.
The Company believes its anticipated income from operations, cash on hand, borrowing capacity under the current unsecured revolving credit facility, and access to capital markets will be adequate to meet all short-term and long-term commitments. The Company expects to continue optimizing its portfolio through acquisitions and divestitures that align with its strategic priorities. The Company maintains multiple liquidity sources, including its ability to issue debt, which supports strategic investments and acquisitions.
Dividend Payments
The Company remains committed to providing returns to investors through cash dividends on its common stock. The Company has paid 392 consecutive quarterly dividends since becoming a public company in 1928. On May 18, 2026, the Board of Directors authorized a quarterly dividend for the third quarter of fiscal 2026, of $0.2925 per share, a 1% increase from the prior year.
Capital Expenditures
Capital expenditures are allocated to required maintenance and growth opportunities based on the needs of the business. Capital expenditures supporting growth opportunities in fiscal 2026 are expected to focus on projects related to infrastructure, new data and technology, and equipment upgrades. Capital expenditures for fiscal 2026 are estimated to be $260 million to $290 million.
Debt
As of July 26, 2026, the Company’s outstanding debt included an aggregate of $2.9 billion of fixed rate unsecured senior notes due in fiscal 2027, 2028, 2030, and 2051 with interest payable semi-annually. During the first nine months of fiscal 2026, the Company made $61 million of interest payments, and the Company expects to make an additional $12 million of interest
35
payments in fiscal 2026 on these notes. In the second quarter of fiscal 2026, $500 million of the notes was reclassified as Current Maturities of Long-term Debt on the Consolidated Condensed Statements of Financial Position as it is payable
within one year. See Note L - Long-term Debt and Other Borrowing Arrangements of the Notes to the Consolidated Financial Statements for additional information.
Borrowing Capacity
As a source of short-term financing, the Company maintains a $750 million unsecured revolving credit facility. The maximum commitment under this credit facility may be further increased by $375 million upon the satisfaction of certain conditions. Extensions of credit under the facility may be applied by the Company to refinance existing indebtedness and for working capital and other general corporate purposes, including acquisition funding, and may be made in the form of revolving loans, swing line loans, and letters of credit. The lending commitments under the facility are scheduled to expire on March 25, 2030, at which time the Company will be required to pay in full all obligations then outstanding. As of July 26, 2026, the Company had no outstanding borrowings under this facility.
Debt Covenants
The Company’s debt agreements contain customary terms and conditions including representations, warranties, and covenants. These debt covenants limit the ability of the Company to, among other things, incur debt for borrowed money secured by certain liens, or engage in certain sale and leaseback transactions, and the covenants require the Company to maintain certain consolidated financial ratios. As of July 26, 2026, the Company was in compliance with all covenants in its debt agreements and expects to maintain compliance in the future.
Cash Held by International Subsidiaries
As of July 26, 2026, the Company’s international subsidiaries held $224 million of cash and cash equivalents. During the first quarter of fiscal 2026, the Company repatriated $21 million in cash from international subsidiaries with a one-time distribution. The Company maintains all undistributed earnings as permanently reinvested. The Company evaluates the amount of cash held by its international subsidiaries based on liquidity requirements and costs associated with repatriation.
Share Repurchases
The Company is authorized to repurchase 3,677,494 shares of common stock as part of an existing plan approved by the Company’s Board of Directors. Under the share repurchase authorization, the Company may repurchase shares periodically, depending on market conditions and other factors, and may do so in open market purchases or privately negotiated transactions. The share repurchase authorization has no expiration date. The Company did not repurchase any shares of stock during the first nine months of fiscal 2026. The Company continues to evaluate share repurchases as part of its capital allocation strategy.
Commitments
There have been no material changes to the information regarding the Company’s future contractual financial obligations previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended October 26, 2025.
TRADEMARKS
References to the Company’s brands or products in italics within this report represent valuable trademarks owned or licensed by Hormel Foods, LLC or other subsidiaries of Hormel Foods Corporation.
CRITICAL ACCOUNTING ESTIMATES
Management’s discussion and analysis of financial condition and results of operations is based upon the Company’s consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires the Company to make estimates, judgments, and assumptions that can have a meaningful effect on the reporting of consolidated financial statements. The significant accounting policies used in preparing these consolidated financial statements are consistent with those described in Note A - Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements in the Form 10-K.
Critical accounting estimates are defined as those reflective of significant judgments, estimates, and uncertainties, which may result in materially different results under different assumptions and conditions. There have been no material changes in the Company’s Critical Accounting Estimates as disclosed in its Annual Report on Form 10-K for the fiscal year ended October 26, 2025.
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FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements, which are based on the Company's current assumptions and expectations. These statements are typically accompanied by the words "aim," "anticipate," "believe," "could," “estimate,” "expect," “intend,” "may," "might," “plan,” “project,” "seek," “target,” "will," "would," or similar words or expressions. The principal forward-looking statements in this report include statements regarding the Company's: future financial and operational performance, fiscal 2026 outlook, expectations regarding commodity markets and raw material costs, intentions regarding future dividends, expectations regarding the Company's strategic initiatives, including the T&M initiative and the Company's recent corporate restructuring plan, expectations for the adequacy of and costs associated with the Company's sources of liquidity, expected compliance with debt covenants, expectations regarding its contractual obligations and liabilities, expectations regarding the impact of new accounting pronouncements, expected contributions and payments related to its pension plan, expectations regarding the return on plan assets, expectations regarding the timing and recognition of compensation expenses, and expectations regarding the outcome of, and adequacy of its reserves for, claims, litigation, and the resolution of tax matters.
All such forward-looking statements are intended to enjoy the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, as amended. Although the Company believes there is a reasonable basis for the forward-looking statements, its actual results could be materially different. The most important factors that could cause the Company's actual results to differ from its forward-looking statements include, but are not limited to, risks related to the deterioration of economic conditions; risks related to acquisitions, joint ventures, equity investments, and divestitures; risks and uncertainties associated with intangible assets, including any future goodwill or intangible assets impairment charges; the risk of disruption of operations; the risk that the Company may fail to realize anticipated cost savings or operating profit improvements associated with strategic initiatives, including the T&M initiative and the Company's recent corporate restructuring plan; risk of unfavorable changes in the Company's relationships with third parties; risk of the Company's inability to protect information technology (IT) systems against, or effectively respond to, cyberattacks, security breaches or other IT interruptions; labor relations and labor availability risks; food safety risks; 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; damage to the Company's reputation or brand image; risks of litigation; risks associated with government regulation; risks related to trade policies, export and import controls, and tariffs; and the other risks and uncertainties described in Item 1A – Risk Factors of the Company’s Annual Report on Form 10-K for the fiscal year ended October 26, 2025. Though the Company has attempted to list comprehensively these important cautionary risk factors, the Company cautions that other factors may in the future prove to be important in affecting the Company’s business or results of operations. Forward-looking statements speak only as of the date they are made, and the Company does not undertake any obligation to update any forward-looking statement except as otherwise required by law.
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, and investment risk among others. The Company may use derivative financial and commodity instruments to manage these risks and does not enter into these instruments for trading or speculative purposes. There have been no material changes in the Company's market risk as disclosed in its Annual Report on Form 10-K for the fiscal year ended October 26, 2025, except as noted below.
Commodity Price Risk: The Company is subject to commodity price risk of various inputs used in the course of its operations. To reduce these exposures and offset the fluctuations caused by changes in market conditions, the Company employs hedging programs for certain commodities including grain, lean hogs, natural gas, diesel fuel, and aluminum. These hedging 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 26, 2026, was $17.0 million. 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 26, 2026, by $32.1 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 26, 2026. 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. As of July 26, 2026, a 10 percent decrease in interest rates would have positively impacted the fair value of the Company’s long-term debt by $59.1 million. A 10 percent increase would have negatively impacted the long-term debt by $54.6 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 $0.8 billion as of July 26, 2026,
37
with most of the exposure existing in Chinese yuan, Indonesian rupiah, and Philippine peso. 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. 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 of July 26, 2026, the balance of these securities totaled $218.9 million. 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 $10.8 million, while a 10 percent increase in value would have a positive impact of the same amount.
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 Interim Chief Executive Officer and the Interim Chief Financial Officer and Controller, 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 that 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 Interim Chief Executive Officer and Interim Chief Financial Officer and Controller 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 Interim Chief Executive Officer and Interim Chief Financial Officer and Controller, 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. Implementation is expected to be completed in fiscal 2026. Emphasis has been on the maintenance of effective internal controls and assessment of the design and operating effectiveness of key control activities throughout each development and deployment phase.
With the exception of the order-to-cash implementation described above, there were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the third quarter of fiscal 2026 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 K - 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 26, 2025.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There were no issuer purchases of equity securities in the quarter ended July 26, 2026. 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,
38
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 26, 2026, 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 26, 2026, no director or officer of the Company adopted terminated
Item 6. EXHIBITS
10.1(1)(2) | ||||||||
| 101 | The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended July 26, 2026, formatted in Inline XBRL: (i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Statements of Financial Position, (iv) Consolidated Statements of Changes in Shareholders’ Investment, (v) Consolidated Condensed Statements of Cash Flows, and (vi) Notes to the Consolidated Financial Statements. | |||||||
| 104 | The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended July 26, 2026, formatted in Inline XBRL (included as Exhibit 101). | |||||||
| (1) | Document has previously been filed with the Securities and Exchange Commission and is incorporated herein by reference. | |||||||
| (2) | Management contract or compensatory plan or arrangement. | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| HORMEL FOODS CORPORATION | ||||||||
| (Registrant) | ||||||||
| Date: August 27, 2026 | By: | /s/ PAUL R. KUEHNEMAN | ||||||
| PAUL R. KUEHNEMAN | ||||||||
Interim Chief Financial Officer and Controller | ||||||||
(Duly Authorized Officer and Principal Financial and Accounting Officer) | ||||||||
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