Hormel Foods Corp 10-Q for FY2025 Q1
Hormel Foods Corp (HRL)
10-Q
2025-02-27
For: 2025-01-26
View Original
Added on
April 04, 2026
About this 10-Q
Hormel Foods Corp filed this 10-Q on February 27, 2025, covering the quarter ended January 26, 2025 (FY2025 Q1).
Headline figures
Quarter ended January 26, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $2.99B
- down 0.3% from $3B a year earlier
- Net income
- $170.58M
- down 22.1% from net income of $218.86M a year earlier
- Diluted EPS
- $0.31
- down 22.5% from $0.40 a year earlier
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 January 26, 2025
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _______________ to _______________
Commission File Number: 1-2402
(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, 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 February 23, 2025 | ||||||||||||||||
| 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 | |||||||||||||||||||||||
In thousands, except per share amounts | January 26, 2025 | January 28, 2024 | |||||||||||||||||||||
| Net Sales | $ | $ | |||||||||||||||||||||
| Cost of Products Sold | |||||||||||||||||||||||
| Gross Profit | |||||||||||||||||||||||
| Selling, General, and Administrative | |||||||||||||||||||||||
| Equity in Earnings of Affiliates | |||||||||||||||||||||||
| Operating Income | |||||||||||||||||||||||
| Interest and Investment Income | |||||||||||||||||||||||
| Interest Expense | |||||||||||||||||||||||
| 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 Notes to the Consolidated Financial Statements
3
HORMEL FOODS CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Unaudited
| Quarter Ended | |||||||||||||||||||||||
In thousands | January 26, 2025 | January 28, 2024 | |||||||||||||||||||||
| 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 Notes to the Consolidated Financial Statements
4
HORMEL FOODS CORPORATION
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
Unaudited
In thousands, except share and per share amounts | January 26, 2025 | October 27, 2024 | |||||||||
| Assets | |||||||||||
| Cash and Cash Equivalents | $ | $ | |||||||||
| Short-term Marketable Securities | |||||||||||
Accounts Receivable (Net of Allowance for Doubtful Accounts of $ | |||||||||||
| Inventories | |||||||||||
| Taxes Receivable | |||||||||||
| Prepaid Expenses and Other Current Assets | |||||||||||
| Total Current Assets | |||||||||||
| Goodwill | |||||||||||
| Intangible Assets | |||||||||||
| Pension Assets | |||||||||||
| Investments in Affiliates | |||||||||||
| Other Assets | |||||||||||
| Property, Plant, and Equipment | |||||||||||
| Land | |||||||||||
| Buildings | |||||||||||
| Equipment | |||||||||||
| Construction in Progress | |||||||||||
| Less: Allowance for Depreciation | ( | ( | |||||||||
| Net Property, Plant, and Equipment | |||||||||||
| 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 | |||||||||||
| Total Current Liabilities | |||||||||||
| Long-term Debt Less Current Maturities | |||||||||||
| Pension and Post-retirement 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 $ Shares Issued as of January 26, 2025: Shares Issued as of October 27, 2024: | |||||||||||
| 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 Notes to the Consolidated Financial Statements
5
HORMEL FOODS CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ INVESTMENT
Unaudited
| Quarter Ended January 28, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Hormel Foods Corporation Shareholders | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Non- controlling Interest | Total Shareholders’ Investment | |||||||||||||||||||||||||||||||||||||||||||||||
In thousands, except per share amounts | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at October 29, 2023 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
Net Earnings (Loss) | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Comprehensive Income (Loss) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contribution from Noncontrolling Interest | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based Compensation Expense | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of Stock Options/Restricted Shares | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Declared Dividends – $ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 28, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Quarter Ended January 26, 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 Options/Restricted Shares | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Declared Dividends – $ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 26, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
See Notes to the Consolidated Financial Statements
6
HORMEL FOODS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
Unaudited
| Quarter Ended | |||||||||||
In thousands | January 26, 2025 | January 28, 2024 | |||||||||
| 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 | |||||||||||
| Loss (Gain) on Sale of Business | |||||||||||
| Operating Lease Cost | |||||||||||
| Other Non-cash, Net | |||||||||||
| Changes in Operating Assets and Liabilities: | |||||||||||
| Decrease (Increase) in Accounts Receivable | |||||||||||
| Decrease (Increase) in Inventories | |||||||||||
| Decrease (Increase) in Prepaid Expenses and Other Assets | ( | ||||||||||
| Increase (Decrease) in Pension and Post-retirement 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 Exercise of Stock Options | |||||||||||
| Proceeds from Noncontrolling Interest | |||||||||||
| Net Cash Provided by (Used in) Financing Activities | ( | ( | |||||||||
| Effect of Exchange Rate Changes on Cash | ( | ||||||||||
| Increase (Decrease) in Cash and Cash Equivalents | |||||||||||
| Cash and Cash Equivalents at Beginning of Year | |||||||||||
| Cash and Cash Equivalents at End of Period | $ | $ | |||||||||
Supplemental Non-cash Financing and Investing Activities: | |||||||||||
Purchases of property, plant, and equipment included in accounts payable | $ | $ | |||||||||
See Notes to the Consolidated Financial Statements
7
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 reclassifications of previously reported amounts have been made to conform to the current year presentation.
Accounting Changes and Recent Accounting Pronouncements:
New Accounting Pronouncements Not Yet Adopted
In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The update is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. The ASU requires disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker (CODM), a description of other segment items by reportable segment, and allows the disclosure of additional measures of a segment’s profit or loss used by the CODM when deciding how to allocate resources. The ASU also requires all annual disclosures currently required by Topic 280 to be included in interim periods. The update is effective for the Company's fiscal year ending October 26, 2025, and interim periods for the fiscal year ending October 25, 2026. Early adoption is permitted and requires retrospective application to all prior periods presented in the financial statements. The Company is currently assessing the impact of adopting the updated provisions.
In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The update is intended to enhance transparency and decision usefulness of income tax disclosures. This ASU updates income tax disclosure requirements by requiring specific categories and greater disaggregation within the rate reconciliation and disaggregation of income taxes paid by jurisdiction. The update is effective for the Company's fiscal year ending October 25, 2026. The Company is currently assessing the impact of adopting the updated provisions.
In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The new guidance is intended to provide investors more detailed disclosures around specific types of expenses. The new disclosures require certain details for expenses presented on the face of the Consolidated Statements of Operations as well as selling expenses to be presented in the notes to the financial statements. The guidance is effective for the Company's annual period ending October 29, 2028, and interim periods for the fiscal year ending October 28, 2029. The disclosure updates are required to be applied prospectively with the option for retrospective application. The Company is currently assessing the impact of adopting the updated provisions.
Recently issued accounting standards or pronouncements not disclosed have been excluded as they are currently not relevant to the Company.
8
NOTE B - ACQUISITIONS AND DIVESTITURES
Divestitures: On October 18, 2024, the Company sold its equity interests in Hormel Health Labs, LLC (Hormel Health Labs) and related assets to Lyons Health Labs Holdco, LLC for $24.5 million. The divestiture resulted in a pre-tax gain of $3.9 million, net of transaction costs, which was recognized in Selling, General, and Administrative. Results of operations for Hormel Health Labs were reflected within the Foodservice segment through the date of divestiture.
On November 18, 2024, the Company sold its equity interests in a non-core sow operation, Mountain Prairie, LLC, and related assets to Chaparral Ranches, LLC for $13.6 million. The divestiture resulted in a pre-tax loss of $11.3 million, including transaction costs, which was recognized in Selling, General, and Administrative. Results of operations 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 three months ended January 26, 2025, is:
| In thousands | Retail | Foodservice | International | Total | |||||||||||||||||||
Balance at October 27, 2024 | $ | $ | $ | $ | |||||||||||||||||||
| Foreign Currency Translation | ( | ( | |||||||||||||||||||||
Balance at January 26, 2025 | $ | $ | $ | $ | |||||||||||||||||||
Intangible Assets: The intangible assets by type are:
| January 26, 2025 | October 27, 2024 | |||||||||||||||||||||||||||||||||||||
| In thousands | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||||||||||||||
| Definite-lived Intangible Assets | ||||||||||||||||||||||||||||||||||||||
| Customer Relationships | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Other Definite-lived Intangibles | ( | ( | ||||||||||||||||||||||||||||||||||||
| Trade Names/Trademarks | ( | ( | ||||||||||||||||||||||||||||||||||||
| Foreign Currency Translation | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Total Definite-lived Intangible Assets | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Indefinite-lived Intangible Assets | ||||||||||||||||||||||||||||||||||||||
| Brands/Trade Names/Trademarks | $ | $ | ||||||||||||||||||||||||||||||||||||
| Other Indefinite-lived Intangibles | ||||||||||||||||||||||||||||||||||||||
| Foreign Currency Translation | ( | ( | ||||||||||||||||||||||||||||||||||||
| Total Indefinite-lived Intangible Assets | ||||||||||||||||||||||||||||||||||||||
| Total Intangible Assets | $ | $ | ||||||||||||||||||||||||||||||||||||
Amortization expense on intangible assets is as follows:
| Quarter Ended | ||||||||||||||||||||||||||||||||
| In thousands | January 26, 2025 | January 28, 2024 | ||||||||||||||||||||||||||||||
| Amortization Expense | $ | $ | ||||||||||||||||||||||||||||||
9
Estimated annual amortization expense on intangible assets for the five fiscal years after October 27, 2024, is as follows:
| In thousands | Amortization Expense | ||||
| 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
NOTE D - INVESTMENTS IN AFFILIATES
Equity in Earnings of Affiliates consists of:
| Quarter Ended | |||||||||||||||||||||||||||||
In thousands | % Owned | January 26, 2025 | January 28, 2024 | ||||||||||||||||||||||||||
MegaMex Foods, LLC(1) | $ | $ | |||||||||||||||||||||||||||
Other Equity Method Investments(2) | Various ( | ||||||||||||||||||||||||||||
Total Equity in Earnings of Affiliates | $ | $ | |||||||||||||||||||||||||||
(1) MegaMex Foods, LLC is reflected in the Retail segment.
(2) Other Equity Method Investments are primarily reflected in the International segment but also include corporate venturing investments.
Distributions received from equity method investees consists of:
| Quarter Ended | |||||||||||||||||||||||
In thousands | January 26, 2025 | January 28, 2024 | |||||||||||||||||||||
| Dividends | $ | $ | |||||||||||||||||||||
The Company recognized basis differences of $324.8 million upon the purchase of a minority interest in PT Garudafood Putra Putri Jaya Tbk (Garudafood) and $21.3 million associated with the formation of MegaMex Foods, LLC. As of January 26, 2025, basis differences of $307.8 million, which includes the impact of foreign currency translation, and $8.2 million were remaining for Garudafood and MegaMex Foods, LLC, respectively. The basis differences associated with definite-lived assets are being amortized through Equity in Earnings of Affiliates over the associated useful lives. Based on quoted market prices, the fair value of the common stock held in Garudafood was $273.1 million as of January 24, 2025.
NOTE E - INVENTORIES
Principal components of inventories are:
In thousands | January 26, 2025 | October 27, 2024 | |||||||||
| Finished Products | $ | $ | |||||||||
| Raw Materials and Work-in-Process | |||||||||||
| Operating Supplies | |||||||||||
| Maintenance Materials and Parts | |||||||||||
Total Inventories | $ | $ | |||||||||
NOTE F - DERIVATIVES AND HEDGING
The Company uses hedging programs to manage risk associated with various commodity purchases and interest rates. These programs utilize futures, swaps, and options contracts to manage the Company’s exposure to market fluctuations.
Cash Flow Commodity Hedges: The Company uses futures, swaps, and options contracts to offset price fluctuations in the Company’s future purchases of grain, lean hogs, natural gas, and diesel fuel. These contracts are designated as cash flow hedges; therefore, the related gains or losses are reported in Accumulated Other Comprehensive Loss (AOCL) and reclassified into earnings, through Cost of Products Sold, in the periods in which the hedged transactions affect earnings. The Company
10
typically does not hedge its grain, natural gas, or diesel fuel exposure beyond fiscal years and its lean hog exposure beyond one fiscal year.
Fair Value Commodity Hedges: The Company designates the futures it uses to minimize the price risk assumed when fixed forward priced contracts are offered to the Company’s lean hog and grain suppliers as fair value hedges. The programs are intended to make the forward priced commodities cost nearly the same as cash market purchases at the date of delivery. Changes in the fair value of the futures contracts and the gain or loss on the hedged purchase commitment are marked-to-market through earnings and recorded as a Current Asset and Current Liability, respectively. Gains or losses related to these fair value hedges are recognized through Cost of Products Sold in the periods in which the hedged transactions affect earnings.
Cash Flow Interest Rate Hedges: In the second quarter of fiscal 2021, the Company designated two separate interest rate locks as cash flow hedges to manage interest rate risk associated with anticipated debt transactions. The total notional amount of the Company’s locks was $1.25 billion. In the third quarter of fiscal 2021, the associated unsecured senior notes were issued with a tenor of and thirty years and both locks were lifted (See Note K - Long-term Debt and Other Borrowing Arrangements). Mark-to-market gains and losses on these instruments were deferred as a component of AOCL. The resulting gain in AOCL is reclassified to Interest Expense in the period in which the hedged transactions affect earnings.
Fair Value Interest Rate Hedge: In the first quarter of fiscal 2022, the Company entered into an interest rate swap to protect against changes in the fair value of a portion of previously issued senior unsecured notes attributable to the change in the benchmark interest rate. The hedge specifically designated the last $450 million of the $950 million aggregate principal amount of its 0.650 % notes due June 2024 (the 2024 Notes). The Company terminated the swap in the fourth quarter of fiscal 2022. The loss related to the swap was recorded as a fair value hedging adjustment to the hedged debt and amortized through earnings over the remaining life of the debt. In the third quarter of fiscal 2024, the fair value hedging adjustment was completely amortized to correspond with the payment of the 2024 Notes upon maturity.
Other Derivatives: The Company holds certain futures and swap contracts to manage the Company’s exposure to fluctuations in grain and pork commodity markets for which it has not applied hedge accounting. Activity related to derivatives not designated for hedge accounting was immaterial to the consolidated financial statements during the quarters ended January 26, 2025, and January 28, 2024.
Volume: The Company’s outstanding contracts related to its commodity hedging programs include:
In millions | January 26, 2025 | October 27, 2024 | |||||||||||||||
| Corn | bushels | bushels | |||||||||||||||
| Lean Hogs | pounds | pounds | |||||||||||||||
| Natural Gas | MMBtu | MMBtu | |||||||||||||||
Diesel Fuel | gallons | gallons | |||||||||||||||
Fair Value of Derivatives: The gross fair values of the Company’s derivative instruments designated as hedges are:
| January 26, 2025 | October 27, 2024 | |||||||||||||||||||||||||
In thousands | Assets | Liabilities | Assets | Liabilities | ||||||||||||||||||||||
Gross Fair Value of Commodity Contracts | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
Counterparty and Collateral Netting Offset(1) | ( | ( | ||||||||||||||||||||||||
Amounts Recognized on Consolidated Statements of Financial Position(2) | $ | $ | $ | $ | ||||||||||||||||||||||
(1) Per the terms of the Company's master netting arrangements, the gross fair value of the Company's commodity contracts was offset by the obligation to return net cash collateral of $0.6 million (including cash of $0.4 million and $0.3 million of realized loss) as of January 26, 2025 and the right to reclaim net cash collateral of $10.9 million (including cash of $26.5 million and $15.6 million of realized loss) as of October 27, 2024.
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 | January 26, 2025 | October 27, 2024 | |||||||||||
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.
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Accumulated Other Comprehensive Loss Impact: As of January 26, 2025, the Company included in AOCL pre-tax hedging gains of $12.4 million on commodity contracts and gains of $11.3 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 | ||||||||||||||||||||||||||
| In thousands | January 26, 2025 | January 28, 2024 | ||||||||||||||||||||||||
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 | ||||||||||||||||
| In thousands | January 26, 2025 | January 28, 2024 | |||||||||||||||
Commodity Contracts | Cost of Products Sold | $ | ( | $ | ( | ||||||||||||
| Interest Rate Contracts | Interest Expense | ||||||||||||||||
See Note H - Accumulated Other Comprehensive Loss for the after-tax impact of these gains or losses on Net Earnings.
Consolidated Statements of Operations Impact: The effect on the Consolidated Statements of Operations for pre-tax gains (losses) related to the Company’s derivative instruments are:
| Quarter Ended | |||||||||||||||||||||||
In thousands | January 26, 2025 | January 28, 2024 | |||||||||||||||||||||
| 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(2) | ( | ( | |||||||||||||||||||||
Cash Flow Hedges - Interest Rate Contracts | |||||||||||||||||||||||
| Gain (Loss) Reclassified from AOCL | |||||||||||||||||||||||
Fair Value Hedge - Interest Rate Contracts | |||||||||||||||||||||||
Amortization of Loss Due to Discontinuance of Fair Value Hedge(3) | ( | ||||||||||||||||||||||
Total Gain (Loss) on Interest Rate Contracts(4) | ( | ||||||||||||||||||||||
| Total Gain (Loss) Recognized in Earnings | $ | ( | $ | ( | |||||||||||||||||||
(1) Represents gains or losses on commodity contracts designated as fair value hedges that were closed during the quarters ended January 26, 2025, and January 28, 2024, which were offset by a corresponding gain or loss on the underlying hedged purchase commitment. Additional gains or losses related to changes in the fair value of open commodity contracts, along with the offsetting gain or loss on the hedged purchase commitment, are also marked-to-market through earnings with no impact on a net basis.
(2) Total Gain (Loss) on Commodity Contracts is recognized in earnings through Cost of Products Sold.
(3) Represents the fair value hedging adjustment amortized through earnings.
(4) Total Gain (Loss) on Interest Rate Contracts is recognized in earnings through Interest Expense.
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NOTE G - PENSION AND OTHER POST-RETIREMENT BENEFITS
Net periodic cost of defined benefit plans consists of:
| Pension Benefits | |||||||||||||||||||||||
| Quarter Ended | |||||||||||||||||||||||
In thousands | January 26, 2025 | January 28, 2024 | |||||||||||||||||||||
| Service Cost | $ | $ | |||||||||||||||||||||
| ( | ( | ||||||||||||||||||||||
| ( | |||||||||||||||||||||||
Net Periodic Cost | $ | $ | |||||||||||||||||||||
| Post-retirement Benefits | |||||||||||||||||||||||
| Quarter Ended | |||||||||||||||||||||||
In thousands | January 26, 2025 | January 28, 2024 | |||||||||||||||||||||
| Service Cost | $ | $ | |||||||||||||||||||||
| Interest Cost | |||||||||||||||||||||||
Amortization of Prior Service Cost (Credit) | |||||||||||||||||||||||
Recognized Actuarial Loss (Gain) | ( | ( | |||||||||||||||||||||
Net Periodic Cost | $ | $ | |||||||||||||||||||||
Non-service cost components of net pension and post-retirement benefit cost are presented within Interest and Investment Income.
NOTE H - ACCUMULATED OTHER COMPREHENSIVE LOSS
Components of Accumulated Other Comprehensive Loss are as follows:
In thousands | Foreign Currency Translation | Pension & Other Benefits | Derivatives & Hedging | Equity Method Investments | Accumulated Other Comprehensive Loss | |||||||||||||||||||||||||||||||||
Balance at October 27, 2024 | $ | ( | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||||||||
| Unrecognized Gains (Losses) | — | — | ||||||||||||||||||||||||||||||||||||
| Gross | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Tax Effect | ( | ( | ||||||||||||||||||||||||||||||||||||
| Reclassification into Net Earnings | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Gross | (1) | (2) | (3) | |||||||||||||||||||||||||||||||||||
| Tax Effect | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Change Net of Tax | ( | ( | ||||||||||||||||||||||||||||||||||||
Balance at January 26, 2025 | $ | ( | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||||||||
(1) Included in computation of net periodic cost. See Note G - Pension and Other Post-Retirement Benefits for additional information.
(2) Included in Cost of Products Sold and Interest Expense. See Note F - Derivatives and Hedging for additional information.
(3) Included in Equity in Earnings of Affiliates.
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NOTE I - FAIR VALUE MEASUREMENTS
Accounting guidance establishes a fair value hierarchy which requires assets and liabilities measured at fair value to be categorized into one of three levels based on the inputs used in the valuation. The three levels are defined as follows:
Level 1: Observable inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Observable inputs, other than those included in Level 1, based on quoted prices for similar assets and liabilities in active markets, or quoted prices for identical assets and liabilities in inactive markets.
Level 3: Unobservable inputs that reflect an entity’s own assumptions about what inputs a market participant would use in pricing the asset or liability based on the best information available in the circumstances.
The Company’s financial assets and liabilities carried at fair value on a recurring basis and their level within the fair value hierarchy are presented in the tables below.
| Fair Value Measurements at January 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 | $ | $ | $ | $ | |||||||||||||||||||
Other Trading Securities | |||||||||||||||||||||||
| Total Assets at Fair Value | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities at Fair Value | |||||||||||||||||||||||
Deferred Compensation | $ | $ | $ | $ | |||||||||||||||||||
| Total Liabilities at Fair Value | $ | $ | $ | $ | |||||||||||||||||||
| Fair Value Measurements at October 27, 2024 | |||||||||||||||||||||||
In thousands | Total Fair Value | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||||||||
| Assets at Fair Value | |||||||||||||||||||||||
Short-term Marketable Securities | $ | $ | $ | $ | |||||||||||||||||||
Other Trading Securities | |||||||||||||||||||||||
| Total Assets at Fair Value | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities at Fair Value | |||||||||||||||||||||||
Deferred Compensation | $ | $ | $ | $ | |||||||||||||||||||
| Total Liabilities at Fair Value | $ | $ | $ | $ | |||||||||||||||||||
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The following methods and assumptions were used to estimate the fair value of the financial assets and liabilities above:
Short-term Marketable Securities: The Company holds securities as part of a portfolio maintained to generate investment income and to provide cash for operations of the Company, if necessary. The portfolio is managed by a third party who is responsible for daily trading activities, and all assets within the portfolio are highly liquid. The cash, U.S. government securities, and money market funds rated AAA held by the portfolio are classified as Level 1. The current investment portfolio also includes corporate bonds and other asset backed securities for which there is an active, quoted market. Market prices are obtained from a variety of industry providers, large financial institutions, and other third-party sources to calculate a representative daily market value, and therefore, these securities are classified as Level 2.
Deferred Compensation and Other Trading Securities: The Company maintains a rabbi trust to fund certain supplemental executive retirement plans and deferred compensation plans. These funds are managed by a third-party insurance policy, the values of which represent their cash surrender value based on the fair value of the underlying investments in the account. These policies are classified as Level 2. The majority of the funds held in the rabbi trust relate to supplemental executive retirement plans and are invested in fixed income investments. The declared rate on these investments is set based on a formula using the yield of the general account investment portfolio supporting the fund, as adjusted for expenses and other charges. The rate is guaranteed for one year at issue and may be reset annually on the policy anniversary, subject to a guaranteed minimum rate. Investments held by the rabbi trust generated gains of $2.7 million and $11.5 million for the quarters ended January 26, 2025 and January 28, 2024, respectively.
Under the Company’s deferred compensation plans, participants can defer certain types of compensation and elect to receive a return based on the changes in fair value of various investment options, which include equity securities, money market accounts, bond funds, or other portfolios for which there is an active quoted market. The Company also offers a fixed rate investment option to participants. The rate earned on these investments is adjusted annually based on a specified percent of the U.S. Internal Revenue Service (IRS) applicable federal rates. These liabilities are classified as Level 2. The Company maintains funding in the rabbi trust generally mirroring the investment selections within the deferred compensation plans.
Commodity Derivatives: The Company’s commodity derivatives represent futures, swaps, and options contracts used in its hedging or other programs to offset price fluctuations associated with purchases of corn, natural gas, diesel fuel, lean hogs, and pork, and to minimize the price risk assumed when forward-priced contracts are offered to the Company’s commodity suppliers. The Company’s futures and options contracts for corn are traded on the Chicago Board of Trade, while futures contracts for lean hogs are traded on the Chicago Mercantile Exchange. These are active markets with quoted prices available, and these contracts are classified as Level 1. The Company holds natural gas, diesel fuel, and pork swap contracts that are over-the-counter instruments classified as Level 2. The value of the natural gas and diesel fuel swap contracts is calculated using quoted prices from the New York Mercantile Exchange, and the value of the pork swap contracts are calculated using a futures implied U.S. Department of Agriculture estimated pork cut-out value. All derivatives are reviewed for potential credit risk and risk of nonperformance. The net balance for commodity derivatives is included in Prepaid Expenses and Other Current Assets or Accounts Payable, as appropriate.
The Company’s financial assets and liabilities include cash and cash equivalents, accounts receivable, accounts payable, and other liabilities, for which carrying value approximates fair value due to their short-term maturities. The Company does not carry its long-term debt at fair value on the Consolidated Statements of Financial Position. The fair value of long-term debt, utilizing discounted cash flows (Level 2), was $2.4 billion as of January 26, 2025, and $2.5 billion as of October 27, 2024. See Note K - Long-term Debt and Other Borrowing Arrangements for additional information.
The Company measures certain nonfinancial assets and liabilities including goodwill, intangible assets, and property, plant, and equipment at fair value on a nonrecurring basis. There were no material fair value remeasurements of nonfinancial assets or liabilities during the quarters ended January 26, 2025, and January 28, 2024.
NOTE J - COMMITMENTS AND CONTINGENCIES
There were no material changes outside the ordinary course of business during the quarter ended January 26, 2025, to the purchase commitments and other commitments and guarantees last disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended October 27, 2024.
Legal Proceedings: The Company is a party to various legal proceedings related to the ongoing operation of its business, including claims both by and against the Company. At any time, such proceedings typically involve claims related to product liability, labeling, contracts, antitrust regulations, intellectual property, competition laws, employment practices, or other actions brought by employees, customers, consumers, competitors, regulators, or suppliers. The Company establishes accruals for its potential exposure, as appropriate, for claims against the Company when losses become probable and reasonably estimable. However, future developments or settlements are uncertain and may require the Company to change such accruals as
15
proceedings progress. Resolution of any currently known matter, either individually or in the aggregate, is not expected to have a material effect on the Company’s financial condition, results of operations, or liquidity.
Pork Antitrust Litigation
Beginning in June 2018, a series of class action complaints were filed against the Company, as well as several other pork-processing companies and a benchmarking service called Agri Stats, in the U.S. District Court for the District of Minnesota styled In re Pork Antitrust Litigation (the Pork Antitrust Litigation). The Class Plaintiffs alleged, among other things, that beginning in January 2009, the defendants conspired and combined to fix, raise, maintain, and stabilize the price of pork and pork products—including through the use of Agri Stats—in violation of federal antitrust laws. The plaintiffs seek treble damages, injunctive relief, pre- and post-judgment interest, costs, and attorneys’ fees. Since the original filing, certain plaintiffs opted out of class treatment and are proceeding with individual direct actions making similar claims (Non-Class Direct-Action Plaintiffs), 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 settlement agreements providing for payments by the Company to the Class Plaintiffs and one Non-Class Direct-Action Plaintiff. For the Class Plaintiffs, the total settlement amount of $11.8 million was recorded as Accrued Expenses on the Consolidated Statements of Financial Position in the second quarter of fiscal 2024 and was paid during the second half of fiscal 2024. For the Non-Class Direct-Action Plaintiff, the settlement amount of $0.2 million was recorded as Accrued Expenses on the Consolidated Statements of Financial Position in the first quarter of fiscal 2025 and is expected to be paid in fiscal 2025. All settlement amounts were recorded in Selling, General, and Administrative in the Consolidated Statements of Operations.
The Company continues to defend against the claims. Except as noted above, the Company has not recorded any liability for these matters as it does not believe a loss is probable. The Company cannot reasonably estimate any reasonably possible loss. The Company believes that it has valid and meritorious defenses against the allegations.
Turkey Antitrust Litigation
Beginning in December 2019, a series of class action complaints were filed against the Company, as well as several other turkey-processing companies and a benchmarking service called Agri Stats, in the U.S. District Court for the Northern District of Illinois styled In re Turkey Antitrust Litigation. The plaintiffs allege, among other things, that from at least 2010 to 2017, the defendants conspired and combined to fix, raise, maintain, and stabilize the price of turkey products—including through the use of Agri Stats—in violation of federal antitrust laws. The complaints on behalf of the classes of indirect purchasers also include causes of action under various state unfair competition laws, consumer protection laws, and unjust enrichment common laws. The plaintiffs seek treble damages, injunctive relief, pre- and post-judgment interest, costs, and attorneys’ fees. Since the original filing, certain direct-action plaintiffs have opted out of class treatment and are proceeding with individual direct actions making similar claims, and others may do so in the future. The Company has not recorded any liability for these matters as it does not believe a loss is probable. The Company cannot reasonably estimate any reasonably possible loss. The Company believes that it has valid and meritorious defenses against the allegations.
Poultry Wages Antitrust Litigation
In December 2019, a putative class of non-supervisory production and maintenance employees at poultry-processing plants in the continental U.S. filed an amended consolidated class action complaint against Jennie-O Turkey Store, Inc. and various other poultry processing companies in the U.S. District Court for the District of Maryland styled Jien, et al. v. Perdue Farms, Inc., et al. (the Poultry Wages Antitrust Litigation). In the operative amended complaint filed in February 2022, the plaintiffs allege that, since 2000, the defendants directly and through wage surveys and a benchmarking service exchanged information regarding compensation in an effort to depress and fix wages and benefits for employees at poultry-processing plants, feed mills, and hatcheries in violation of federal antitrust laws. The complaint sought, among other things, treble monetary damages, punitive damages, restitution, and pre- and post-judgment interest, as well as declaratory and injunctive relief. In July 2022, the Court partially granted the Company’s motion to dismiss and dismissed plaintiffs’ per se wage-fixing claim as to the Company.
Although the Company strongly denies liability, continues to deny the allegations asserted by the plaintiffs, and believes it has valid defenses, to avoid the uncertainty, risk, expense, and distraction of continued litigation, the Company executed a settlement agreement with the plaintiffs on August 20, 2024, to settle this matter for the payment of $3.5 million. The Company recorded the agreed-upon settlement amount as Accrued Expenses on the Consolidated Statements of Financial Position and in Selling, General, and Administrative in the Consolidated Statements of Operations for the third quarter of fiscal 2024. The Company expects to pay the agreed-upon settlement in the second quarter of fiscal 2025.
Red Meat Wages Antitrust Litigation
In November 2022, a putative class of non-supervisory production and maintenance employees at “red meat” processing plants in the continental U.S. filed a class action complaint against the Company and various other beef- and pork-processing companies in the U.S. District Court for the District of Colorado styled Brown, et al. v. JBS USA Food Co., et al. (the Red Meat Wages Antitrust Litigation). In the operative amended complaint filed in January 2024, the plaintiffs allege
16
that, since 2000, the defendants directly and through wage surveys and a benchmarking service exchanged information regarding compensation in an effort to depress and fix wages and benefits for employees at beef- and pork-processing plants in violation of federal antitrust laws. The complaint sought, among other things, treble monetary damages, punitive damages, restitution, and pre- and post-judgment interest, as well as declaratory and injunctive relief.
Although the Company strongly denies liability, continues to deny the allegations asserted by the plaintiffs, and believes it has valid defenses, to avoid the uncertainty, risk, expense, and distraction of continued litigation, the Company executed a settlement agreement with the plaintiffs on August 20, 2024, agreeing to pay $13.5 million and provide certain data and information. The Company recorded the agreed-upon settlement amount as Accrued Expenses on the Consolidated Statements of Financial Position and in Selling, General, and Administrative in the Consolidated Statements of Operations for the third quarter of fiscal 2024. The settlement has been approved by the Court and was paid in February 2025, subsequent to the end of the first quarter.
Tax Proceedings: Two current Company subsidiaries organized in Brazil, Clean Field Comércio de Produtos de Alimentícios LTDA and Omamori Indústria de Alimentos LTDA, along with a former subsidiary, Talis Distribuidora de Alimentos LTDA, which are reported in the International segment, received tax deficiency notices from the State of São Paulo Tax Authority Office alleging underpayment of ICMS and ICMS-ST taxes, which are similar to value added taxes, for multiple tax years. The subsidiaries have filed objections to appeal these notices, and the proceedings are in various stages of the administrative review process. Any adverse outcomes at the administrative level are expected to be eligible for further appeal through judicial processes. The Company has not recorded any liability relating to these assessments and cannot reasonably estimate any reasonably possible loss at this time.
NOTE K - LONG-TERM DEBT AND OTHER BORROWING ARRANGEMENTS
Long-term Debt consists of:
In thousands | January 26, 2025 | October 27, 2024 | |||||||||
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.
On June 3, 2021, the Company issued $750.0 million aggregate principal amount of its 1.700 % notes due June 2028 (2028 Notes) and $600.0 million aggregate principal amount of its 3.050 % notes due June 2051 (2051 Notes). The notes may be redeemed in whole or in part at any time at the applicable redemption price. Interest accrues per annum at the stated rates and is paid semi-annually in arrears on June 3 and December 3 of each year, commencing December 3, 2021. Interest rate risk was hedged utilizing interest rate locks on the 2028 Notes and 2051 Notes. The Company lifted the hedges in conjunction with the issuance of these notes. See Note F - Derivatives and Hedging for additional information. If a change of control triggering event occurs, the Company must offer to purchase the notes at a purchase price equal to 101
17
On June 11, 2020, the Company issued senior notes in an aggregate principal amount of $1.0 billion due June 2030. The notes bear interest at a fixed rate of 1.800 % per annum, with interest paid semi-annually in arrears on June 11 and December 11 of each year, commencing December 11, 2020. The notes may be redeemed in whole or in part at any time at the applicable redemption prices. If a change of control triggering event occurs, the Company must offer to purchase the notes at a purchase price equal to 101 % of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase.
Unsecured Revolving Credit Facility: On May 6, 2021, the Company entered into an unsecured revolving credit agreement with Wells Fargo Bank, National Association as administrative agent, swingline lender and issuing lender, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and BofA Securities, Inc. as syndication agents and the lenders party thereto. The revolving credit agreement provides for an unsecured revolving credit facility with an aggregate principal commitment amount at any time outstanding of up to $750.0 million with an uncommitted increase option of an additional $375.0 million upon the satisfaction of certain conditions.
On April 17, 2023, the Company entered into a first amendment (Amendment) to the Company’s $750.0 million unsecured revolving credit agreement. The Amendment provided for, among other things (i) the replacement of London Interbank Offered Rate (LIBOR) with Term Secured Overnight Financing Rate (SOFR) and Daily Simple Singapore Overnight Rate Average (SORA) for the Eurocurrency Rate for U.S. Dollars and Singapore Dollars, including applicable credit spread adjustments and relevant SOFR benchmark provisions, (ii) permitting two one-year extension options to be exercised at any anniversary, (iii) removing the change in debt ratings notice requirement, (iv) shortening the notice period requirements for Base Rate Loans to allow for same day notice, and (v) increasing the number of permitted Interest Periods from 8 to 15 .
The unsecured revolving line of credit bears interest, at the Company’s election, at either a Base Rate plus margin of 0.0 % to 0.150 % or the Adjusted Term SOFR, Adjusted Daily Simple Risk-Free Rate (RFR) or Eurocurrency Rate plus margin of 0.575 % to 1.150 %. A variable fee of 0.050 % to 0.100 % is paid for the availability of this credit line. Extensions of credit under the facility may be made in the form of revolving loans, swingline loans, and letters of credit. The lending commitments under the agreement are scheduled to expire on May 6, 2026, at which time the Company will be required to pay in full all obligations then outstanding. As of January 26, 2025, and October 27, 2024, 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. As of January 26, 2025, the Company was in compliance with all covenants.
NOTE L - INCOME TAXES
The Company’s tax provision is determined using an estimated annual effective tax rate and adjusted for discrete taxable events that may occur during the quarter. The effects of tax legislation are recognized in the period in which the law is enacted. The deferred tax assets and liabilities are remeasured using enacted tax rates expected to apply to taxable income in the years the related temporary differences are anticipated to reverse.
The Company’s effective tax rate for the quarter ended January 26, 2025, was 21.8 % compared to 23.4 % for the corresponding period a year ago. The Company benefited primarily from the purchase of federal transferable energy tax credits in the first quarter of fiscal 2025.
Unrecognized tax benefits, including interest and penalties, are primarily recorded in Other Long-term Liabilities. If recognized as of January 26, 2025, these benefits would impact the Company’s effective tax rate by $16.7 million compared to $17.7 million as of January 28, 2024. The Company includes accrued interest and penalties related to uncertain tax positions in Provision for Income Taxes, with immaterial expenses included during the quarters ended January 26, 2025, and January 28, 2024. The amount of accrued interest and penalties associated with unrecognized tax benefits was $2.6 million at January 26, 2025, and $2.7 million at January 28, 2024.
Tax Examinations: The Company is regularly audited by federal, state, and foreign taxing authorities.
The IRS concluded its examination of fiscal 2022 in the second quarter of fiscal 2024. The IRS placed the Company in the Bridge phase of the Compliance Assurance Process (CAP) for fiscal years 2023 and 2024. In this phase, the IRS will not accept any disclosures, conduct any reviews, or provide any assurances. The Company has elected to participate in CAP through fiscal year 2026. The objective of CAP is to contemporaneously work with the IRS to achieve federal tax compliance and resolve all or most of the issues prior to filing of the tax return. The Company may elect to continue participating in CAP for future tax years; the Company may withdraw from the program at any time.
The Company is in various stages of audit by several state taxing authorities on a variety of fiscal years, as far back as 2015. While it is reasonably possible that one or more of these audits may be completed within the next 12 months and the related
18
unrecognized tax benefits may change based on the status of the examinations, as of January 26, 2025, it was not possible to reasonably estimate the effect of any amount of such change to previously recorded uncertain tax positions.
The Company is subject to various examinations by foreign tax authorities. With limited exceptions, the Company is no longer subject to foreign tax examinations for fiscal years prior to 2018 for material jurisdictions. See Note J - Commitments and Contingencies for additional information.
Tax Legislation: The Organization for Economic Cooperation and Development published a framework for Pillar Two of the Global Anti-Base Erosion Rules which was designed to coordinate participating jurisdictions in updating the international tax system to ensure that large multinational companies pay a minimum tax of 15%. Many countries have enacted, or begun the process of enacting, laws based on the Pillar Two framework. The Company considered the applicable tax laws in relevant jurisdictions and concluded the impact of Pillar Two was not material to the tax provision for the quarter ended January 26, 2025. The Company will continue to evaluate the impact of such legislative changes but does not expect the new tax laws to have a material effect on the Company’s consolidated financial statements in future reporting periods.
NOTE M - EARNINGS PER SHARE DATA
The reported net earnings attributable to the Company were used when computing basic and diluted earnings per share. Diluted earnings per share was calculated using the treasury stock method. The shares used as the denominator for those computations are as follows:
| Quarter Ended | |||||||||||||||||||||||
In thousands | January 26, 2025 | January 28, 2024 | |||||||||||||||||||||
Basic Weighted-average Shares Outstanding | |||||||||||||||||||||||
| Dilutive Potential Common Shares | |||||||||||||||||||||||
Diluted Weighted-average Shares Outstanding | |||||||||||||||||||||||
| Antidilutive Potential Common Shares | |||||||||||||||||||||||
NOTE N - SEGMENT REPORTING
The Company develops, processes, and distributes a wide array of food products in a variety of markets. The Company reports its results in the following three segments: Retail, Foodservice, and International, which are consistent with how the Company’s chief operating decision maker (CODM) assesses performance and allocates resources.
The Retail segment consists primarily of the processing, marketing, and sale of food products sold predominantly in the retail market in the United States. This segment also includes the results from the Company’s MegaMex Foods, LLC joint venture.
The Foodservice segment consists primarily of the processing, marketing, and sale of food products for foodservice, convenience store, and commercial customers located in the United States.
The International segment processes, markets, and sells Company products internationally. This segment also includes the results from the Company’s international joint ventures, international equity method investments, and international royalty arrangements.
Financial measures for each of the Company’s reportable segments are set forth below. Intersegment sales are eliminated in consolidation and are not reviewed when evaluating segment performance. The Company does not allocate deferred compensation, non-recurring expenses associated with the Transform and Modernize initiative, gains or losses on the sale of businesses, investment income, interest expense, or interest income to its segments when measuring performance. The Company also retains various other income and expense items at the corporate level. Equity in Earnings of Affiliates is included in segment profit; however, earnings attributable to the Company’s corporate venturing investments and noncontrolling interests are excluded. These items are included below as Net Unallocated Expense and Noncontrolling Interest when reconciling to Earnings Before Income Taxes.
The Company is an integrated enterprise, characterized by substantial intersegment cooperation, cost allocations, and sharing of assets. Therefore, the Company does not represent that these segments, if operated independently, would report the profit and other financial information shown below.
19
| Quarter Ended | |||||||||||||||||||||||
In thousands | January 26, 2025 | January 28, 2024 | |||||||||||||||||||||
| Net Sales | |||||||||||||||||||||||
| Retail | $ | $ | |||||||||||||||||||||
| Foodservice | |||||||||||||||||||||||
| International | |||||||||||||||||||||||
| Total Net Sales | $ | $ | |||||||||||||||||||||
| Segment Profit | |||||||||||||||||||||||
| Retail | $ | $ | |||||||||||||||||||||
| Foodservice | |||||||||||||||||||||||
| International | |||||||||||||||||||||||
| Total Segment Profit | |||||||||||||||||||||||
| Net Unallocated Expense | |||||||||||||||||||||||
| Noncontrolling Interest | ( | ( | |||||||||||||||||||||
| Earnings Before Income Taxes | $ | $ | |||||||||||||||||||||
The Company’s products primarily consist of meat and other food products. Total revenue contributed by classes of similar products are:
| Quarter Ended | |||||||||||||||||||||||
In thousands | January 26, 2025 | January 28, 2024 | |||||||||||||||||||||
| 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.
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Overview
The Company is a global manufacturer and marketer of branded food products. The Company’s three reportable segments, Retail, Foodservice, and International, are described in Note N - Segment Reporting in the Notes to the Consolidated Financial Statements in this Quarterly Report on Form 10-Q.
The Company reported diluted earnings per share of $0.31 for the first quarter of fiscal 2025, down 23 percent compared to the same period last year. Adjusted diluted earnings per share(1) was $0.35. Significant factors impacting the quarter are listed below. All comparisons are to the same period of the prior year unless otherwise noted.
•Net sales for the first quarter were flat compared to the prior year while organic net sales(1) increased. The benefit from higher organic volume(1) and organic net sales(1) in the Foodservice segment was more than offset by lower volume and net sales in the Retail and International segments.
•Total segment profit for the first quarter decreased 13 percent. Segment profit growth in the International segment was more than offset by declines in segment profit for each of the Retail and Foodservice segments.
•Retail segment profit declined in the first quarter as benefits from the Transform and Modernize (T&M) initiative and margin growth from the Emerging Brands and Convenient Meals & Proteins verticals partially mitigated the impact from lower sales and higher raw material costs within the Snacking & Entertaining vertical, higher input costs, and unfavorable whole turkey dynamics.
20
•Foodservice segment profit decreased in the first quarter, as higher sales were offset by margin pressures, primarily in non-core businesses.
•International segment profit increased in the first quarter, as improved export margins and growth in China were partially offset by softness in Brazil and lower equity in earnings.
•Earnings before income taxes for the first quarter decreased 24 percent, as the impact of higher organic net sales(1) was more than offset by higher cost of products sold and higher selling, general, and administrative (SG&A) expenses compared to the prior period. Adjusted earnings before income taxes(1) decreased 18 percent.
•The pre-tax impact of expenses related to the Company’s T&M initiative, the loss on the sale of a non-core sow operation, and an antitrust litigation settlement in the first quarter of fiscal 2025 was $25.7 million, most of which was recorded in SG&A.
•Year-to-date cash flow from operations was $309 million, a decrease of 23 percent compared to the prior year.
Consolidated Results
Volume, Net Sales, Earnings, and Diluted Earnings Per Share
| Quarter Ended | |||||||||||||||||||||||||||||||||||
In thousands, except per share amounts | January 26, 2025 | January 28, 2024 | % Change | ||||||||||||||||||||||||||||||||
| Volume (lbs.) | 1,055,308 | 1,101,554 | (4.2) | ||||||||||||||||||||||||||||||||
Organic Volume (lbs.)(1) | 1,055,308 | 1,085,624 | (2.8) | ||||||||||||||||||||||||||||||||
| Net Sales | $ | 2,988,813 | $ | 2,996,911 | (0.3) | ||||||||||||||||||||||||||||||
Organic Net Sales(1) | 2,988,813 | 2,970,013 | 0.6 | ||||||||||||||||||||||||||||||||
| Earnings Before Income Taxes | 218,073 | 285,547 | (23.6) | ||||||||||||||||||||||||||||||||
Net Earnings Attributable to Hormel Foods Corporation | 170,575 | 218,863 | (22.1) | ||||||||||||||||||||||||||||||||
| Diluted Earnings Per Share | 0.31 | 0.40 | (22.5) | ||||||||||||||||||||||||||||||||
Adjusted Diluted Earnings Per Share(1) | 0.35 | 0.41 | (14.6) | ||||||||||||||||||||||||||||||||
(1) See the “Non-GAAP Measures” section below for a description of the Company’s use of measures not defined by United States (U.S.) Generally Accepted Accounting Principles (GAAP).
Volume and Net Sales
Net sales for the first quarter of fiscal 2025 decreased compared to the prior year, as the benefit from higher net sales in the Foodservice segment was more than offset by lower net sales in each of the Retail and International segments.
In the Foodservice segment, organic volume(1) and net sales growth in the first quarter of fiscal 2025 were primarily driven by strong performance across the premium prepared proteins, turkey, premium bacon, and breakfast sausage categories. Notable products such as branded Jennie-O® turkey items, Hormel® Fire Braised™ meats, Café H® globally inspired proteins, and Cure 81® ham delivered strong volume and net sales growth.
In the Retail segment, many of the Company's key flagship and rising brands delivered net sales growth relative to last year, including the SPAM® family of products, Applegate® natural and organic meats, Hormel® Black Label® bacon, Jennie-O® ground turkey, Wholly® guacamole, and Hormel® pepperoni. As anticipated, lower sales of snack nuts due to impacts from the production disruption at the Suffolk, Virginia facility was a primary driver of year-over-year net sales declines.
In the International segment, net sales growth in China and branded exports were more than offset by softness in Brazil and lower commodity turkey exports.
In the second quarter of fiscal 2025, the Company expects net sales growth from each segment compared to the prior year.
21
Cost of Products Sold
| Quarter Ended | |||||||||||||||||||||||||||||||||||
In thousands | January 26, 2025 | January 28, 2024 | % Change | ||||||||||||||||||||||||||||||||
| Cost of Products Sold | $ | 2,513,581 | $ | 2,488,178 | 1.0 | ||||||||||||||||||||||||||||||
Cost of products sold for the first quarter of fiscal 2025 increased due primarily to higher commodity input costs. On a per pound basis, cost of products sold for the first three months of fiscal 2025 increased compared to the prior year.
Gross Profit
| Quarter Ended | |||||||||||||||||||||||||||||||||||
In thousands | January 26, 2025 | January 28, 2024 | % Change | ||||||||||||||||||||||||||||||||
| Gross Profit | $ | 475,232 | $ | 508,733 | (6.6) | ||||||||||||||||||||||||||||||
| Percent of Net Sales | 15.9 | % | 17.0 | % | |||||||||||||||||||||||||||||||
For the first quarter of fiscal 2025, gross profit as a percent of net sales declined. Gross profit as a percent of net sales increased in the International segment and decreased for the Retail and Foodservice segments. All segments benefited from savings realized as part of the Company’s T&M initiative.
For the second quarter of fiscal 2025, the Company expects gross profit as a percent of net sales to decrease for each reporting segment compared to last year.
Selling, General, and Administrative (SG&A)
| Quarter Ended | |||||||||||||||||||||||||||||||||||
In thousands | January 26, 2025 | January 28, 2024 | % Change | ||||||||||||||||||||||||||||||||
| SG&A | $ | 263,013 | $ | 240,386 | 9.4 | ||||||||||||||||||||||||||||||
| Percent of Net Sales | 8.8 | % | 8.0 | % | |||||||||||||||||||||||||||||||
Adjusted SG&A(1) | $ | 237,481 | $ | 231,671 | 2.5 | ||||||||||||||||||||||||||||||
Adjusted Percent of Net Sales(1) | 7.9 | % | 7.7 | % | |||||||||||||||||||||||||||||||
(1) See the “Non-GAAP Measures” section below for a description of the Company’s use of measures not defined by U.S. GAAP.
For the first quarter, SG&A and SG&A as a percent of net sales increased due to the loss on the sale of a non-core sow operation, employee-related expenses, and expenses related to the T&M initiative. Adjusted SG&A as a percent of net sales(1) increased compared to last year due to employee-related expenses.
Advertising investments in the first quarter were $43 million, a decrease of 2 percent compared to last year. The decline was partially due to lower support for the Planters® brand due to production disruptions at the Suffolk facility. The Company expects full-year advertising expense to increase compared to the prior year.
Equity in Earnings of Affiliates
| Quarter Ended | |||||||||||||||||||||||||||||||||||
| In thousands | January 26, 2025 | January 28, 2024 | % Change | ||||||||||||||||||||||||||||||||
| Equity in Earnings of Affiliates | $ | 16,111 | $ | 16,091 | 0.1 | ||||||||||||||||||||||||||||||
Equity in earnings of affiliates for the first quarter of fiscal 2025 is comparable to the prior year as favorable results for MegaMex Foods, LLC, were offset by the Company’s international investments.
22
Interest and Investment Income and Interest Expense
| Quarter Ended | |||||||||||||||||||||||||||||||||||
| In thousands | January 26, 2025 | January 28, 2024 | % Change | ||||||||||||||||||||||||||||||||
| Interest and Investment Income | $ | 9,204 | $ | 19,434 | (52.6) | ||||||||||||||||||||||||||||||
| Interest Expense | 19,462 | 18,326 | 6.2 | ||||||||||||||||||||||||||||||||
Interest and investment income for the first quarter of fiscal 2025 decreased predominately due to performance from the rabbi trust. Interest expense increased in the first quarter of fiscal 2025 due to the prior year debt issuance.
Effective Tax Rate
| Quarter Ended | |||||||||||||||||||||||
| January 26, 2025 | January 28, 2024 | ||||||||||||||||||||||
| Effective Tax Rate | 21.8 | % | 23.4 | % | |||||||||||||||||||
The effective tax rate in the first quarter was 21.8% compared to 23.4% last year. The lower effective tax rate for the first three months of fiscal 2025 is primarily due to the purchase of federal transferable energy credits in the current year. The effective tax rate for fiscal 2025 is expected to be between 22.0% and 23.0%. For additional information, refer to Note L - 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. The Company does not allocate deferred compensation, non-recurring expenses associated with the T&M initiative, gains or losses on the sale of businesses, investment income, interest expense, or interest income to its segments when measuring performance. The Company also retains various other income and expenses at the corporate level. Equity in earnings of affiliates is included in segment profit; however, earnings attributable to the Company’s corporate venturing investments and noncontrolling interests are excluded. These items are included below as Net Unallocated Expense and Noncontrolling Interest when reconciling to Earnings Before Income Taxes.
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 | |||||||||||||||||||||||||||||||||||
In thousands | January 26, 2025 | January 28, 2024 | % Change | ||||||||||||||||||||||||||||||||
| Net Sales | |||||||||||||||||||||||||||||||||||
| Retail | $ | 1,890,133 | $ | 1,911,272 | (1.1) | ||||||||||||||||||||||||||||||
| Foodservice | 930,185 | 913,087 | 1.9 | ||||||||||||||||||||||||||||||||
| International | 168,495 | 172,552 | (2.4) | ||||||||||||||||||||||||||||||||
Total Net Sales | $ | 2,988,813 | $ | 2,996,911 | (0.3) | ||||||||||||||||||||||||||||||
| Segment Profit | |||||||||||||||||||||||||||||||||||
| Retail | $ | 119,147 | $ | 149,505 | (20.3) | ||||||||||||||||||||||||||||||
| Foodservice | 138,826 | 150,164 | (7.6) | ||||||||||||||||||||||||||||||||
| International | 20,845 | 20,031 | 4.1 | ||||||||||||||||||||||||||||||||
Total Segment Profit | 278,818 | 319,700 | (12.8) | ||||||||||||||||||||||||||||||||
Net Unallocated Expense | 60,700 | 34,020 | 78.4 | ||||||||||||||||||||||||||||||||
Noncontrolling Interest | (45) | (134) | 66.3 | ||||||||||||||||||||||||||||||||
Earnings Before Income Taxes | $ | 218,073 | $ | 285,547 | (23.6) | ||||||||||||||||||||||||||||||
23
Retail
| Quarter Ended | |||||||||||||||||||||||||||||||||||
In thousands | January 26, 2025 | January 28, 2024 | % Change | ||||||||||||||||||||||||||||||||
| Volume (lbs.) | 736,886 | 765,412 | (3.7) | ||||||||||||||||||||||||||||||||
| Net Sales | $ | 1,890,133 | $ | 1,911,272 | (1.1) | ||||||||||||||||||||||||||||||
| Segment Profit | 119,147 | 149,505 | (20.3) | ||||||||||||||||||||||||||||||||
In the first quarter of fiscal 2025, volume and net sales decreased compared to last year. Collectively, flagship and rising brands delivered growth relative to last year, led by the SPAM® brand, Applegate® natural and organic meats, Hormel® Black Label® bacon, Jennie-O® ground turkey, Wholly® guacamole, and Hormel® pepperoni. As anticipated, lower sales of snack nuts due to impacts from the production disruption at the Suffolk facility was a primary driver of the year-over-year net sales decline.
For the first quarter of fiscal 2025, segment profit declined as the benefits from the T&M initiative and margin growth from the Emerging Brands and Convenient Meals & Proteins verticals partially mitigated the impact from lower sales and higher raw material costs within the Snacking & Entertaining vertical, higher input costs, and unfavorable whole turkey dynamics.
For the second quarter of fiscal 2025, Retail segment profit is anticipated to decline versus the prior year. Year-over-year benefits from the T&M initiative and growth from the Value Added Meats and Bacon verticals are expected to be more than offset by a challenging snack nuts comparison and higher raw material costs.
Foodservice
| Quarter Ended | |||||||||||||||||||||||||||||||||||
In thousands | January 26, 2025 | January 28, 2024 | % Change | ||||||||||||||||||||||||||||||||
| Volume (lbs.) | 243,853 | 256,007 | (4.7) | ||||||||||||||||||||||||||||||||
Organic Volume (lbs.)(1) | 243,853 | 240,077 | 1.6 | ||||||||||||||||||||||||||||||||
| Net Sales | $ | 930,185 | $ | 913,087 | 1.9 | ||||||||||||||||||||||||||||||
Organic Net Sales(1) | 930,185 | 886,189 | 5.0 | ||||||||||||||||||||||||||||||||
| Segment Profit | 138,826 | 150,164 | (7.6) | ||||||||||||||||||||||||||||||||
(1) See the “Non-GAAP Measures” section below for a description of the Company’s use of measures not defined by U.S. GAAP.
Organic volume(1) and net sales growth in the first quarter of fiscal 2025 were driven primarily by strong performance across the premium prepared proteins, turkey, premium bacon, and breakfast sausage categories. Notable products such as branded Jennie-O® turkey items, Hormel® Fire Braised™ meats, Café H® globally inspired proteins, and Cure 81® ham delivered strong volume and net sales growth.
Segment profit decreased for the first quarter of fiscal 2025 as higher sales were primarily offset by margin pressures in non-core businesses.
For the second quarter, the Company expects Foodservice segment profit to decline compared to the prior year, as organic top-line growth is expected to be more than offset by margin pressures in non-core businesses and higher input costs.
International
| Quarter Ended | |||||||||||||||||||||||||||||||||||
In thousands | January 26, 2025 | January 28, 2024 | % Change | ||||||||||||||||||||||||||||||||
| Volume (lbs.) | 74,569 | 80,135 | (6.9) | ||||||||||||||||||||||||||||||||
| Net Sales | $ | 168,495 | $ | 172,552 | (2.4) | ||||||||||||||||||||||||||||||
| Segment Profit | 20,845 | 20,031 | 4.1 | ||||||||||||||||||||||||||||||||
During the first quarter of fiscal 2025, strong volume and net sales growth in China and growth in exports such as SPAM® luncheon meat, Skippy® peanut butter, and fresh pork were more than offset by softness in Brazil and lower commodity turkey exports. The China business benefited from a continued focus on new customers and product offerings, which drove sales
24
momentum within the foodservice channel. Within the China retail channel, the team deployed successful initiatives to gain new distribution, launch profitable innovation and increase promotional activity to offset consumer challenges. Strong shipments of the SPAM® family of products to the Philippines market was the largest contribution to export growth.
Segment profit increased in the first quarter of fiscal 2025, as improved export margins and growth in China were partially offset by softness in Brazil and lower equity in earnings.
In the second quarter of fiscal 2025, the Company expects International segment profit to decrease compared to the prior year. Value-added growth across China and Indonesia is expected to be more than offset by softness in Brazil.
Unallocated Income and Expense
| Quarter Ended | |||||||||||||||||||||||
In thousands | January 26, 2025 | January 28, 2024 | |||||||||||||||||||||
| Net Unallocated Expense | $ | 60,700 | $ | 34,020 | |||||||||||||||||||
| Noncontrolling Interest | (45) | (134) | |||||||||||||||||||||
Net unallocated expense increased for the first quarter of fiscal 2025 due to the loss on the sale of a non-core sow operation, the impact of lapping higher rabbi trust investment gains in the prior year, and higher employee-related expenses.
Related Party Transactions
There has been no material change in the information regarding Related Party Transactions as disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended October 27, 2024.
(1)Non-GAAP Measures
This filing includes measures of financial performance that are not defined by GAAP. The Company utilizes these non-GAAP measures to understand and evaluate operating performance on a consistent basis. These measures may also be used when making decisions regarding resource allocation and in determining incentive compensation. The Company believes these non-GAAP measures provide useful information to investors because they aid analysis and understanding of the Company’s results and business trends relative to past performance and the Company’s competitors. Non-GAAP measures are not intended to be a substitute for GAAP measures in analyzing financial performance. These non-GAAP measures are not calculated in accordance with GAAP and may be different from non-GAAP measures used by other companies.
Transform and Modernize (T&M) Initiative
In the fourth quarter of fiscal 2023, the Company announced a multi-year T&M initiative. In presenting non-GAAP measures, the Company adjusts for (i.e., excludes) expenses for this initiative that are non-recurring, comprised primarily of project-based external consulting fees and expenses related to supply chain and portfolio optimization (e.g., asset write-offs, severance, or relocation-related costs). The Company believes that non-recurring costs associated with the T&M initiative are not reflective of the Company’s ongoing operating cost structure; therefore, the Company is excluding these discrete costs. The Company does not adjust for (i.e., does not exclude) certain costs related to the T&M initiative that are expected to continue after the project ends, such as software license fees and internal employee expenses, because those costs are considered ongoing in nature as a component of normal operating costs. The Company also does not adjust for savings realized through the T&M initiative as these are considered ongoing in nature and reflective of expected future operating performance.
Loss on Sale of Business
In the first quarter of fiscal 2025, the Company sold Mountain Prairie, LLC, a non-core sow operation, resulting in a loss on the sale. The Company believes the one-time detriment from the sale, including transaction costs, is not reflective of the Company’s ongoing operating cost structure, is not indicative of the Company’s core operating performance, and may not be meaningful when comparing the Company’s operating performance against that of prior periods. Thus, the Company adjusted for (i.e. excluded) the loss.
25
Legal Matters
From time to time, the Company incurs expenses related to discrete legal matters that the Company believes are not indicative of the Company’s core operating performance, do not reflect expected future operating costs, and may not be meaningful when comparing the Company’s operating performance against that of prior periods. The Company adjusts for (i.e., excludes) these expenses.
Litigation Settlements
In the first quarter of fiscal 2025, the Company entered into a settlement agreement with a plaintiff in a pending antitrust litigation. See Note J - Commitments and Contingencies of the Notes to the Consolidated Financial Statements for additional information.
Organic Volume and Organic Net Sales
The non-GAAP measures of organic volume and organic net sales are presented to provide investors with additional information to facilitate the comparison of past and present operations. Organic volume and organic net sales exclude the impact of the sale of Hormel Health Labs, LLC in the Foodservice segment in the fourth quarter of fiscal 2024.
The tables below show the calculations to reconcile from the GAAP measures to the non-GAAP measures presented in this Quarterly Report on Form 10-Q. The tax impacts were calculated using the effective tax rate for the quarter in which the transactions occurred.
| Quarter Ended | |||||||||||||||||||||||
| In thousands, except per share amounts | January 26, 2025 | January 28, 2024 | |||||||||||||||||||||
| Cost of Products Sold (GAAP) | $ | 2,513,581 | $ | 2,488,178 | |||||||||||||||||||
Transform and Modernize Initiative(1) | (186) | (1,598) | |||||||||||||||||||||
| Adjusted Cost of Products Sold (Non-GAAP) | $ | 2,513,395 | $ | 2,486,580 | |||||||||||||||||||
| SG&A (GAAP) | $ | 263,013 | $ | 240,386 | |||||||||||||||||||
Transform and Modernize Initiative(2) | (13,968) | (8,715) | |||||||||||||||||||||
| Loss on Sale of Business | (11,324) | — | |||||||||||||||||||||
| Litigation Settlements | (240) | — | |||||||||||||||||||||
| Adjusted SG&A (Non-GAAP) | $ | 237,481 | $ | 231,671 | |||||||||||||||||||
| Operating Income (GAAP) | $ | 228,330 | $ | 284,438 | |||||||||||||||||||
Transform and Modernize Initiative(1)(2) | 14,155 | 10,313 | |||||||||||||||||||||
| Loss on Sale of Business | 11,324 | — | |||||||||||||||||||||
| Litigation Settlements | 240 | — | |||||||||||||||||||||
| Adjusted Operating Income (Non-GAAP) | $ | 254,049 | $ | 294,751 | |||||||||||||||||||
| Earnings Before Income Taxes (GAAP) | $ | 218,073 | $ | 285,547 | |||||||||||||||||||
Transform and Modernize Initiative(1)(2) | 14,155 | 10,313 | |||||||||||||||||||||
| Loss on Sale of Business | 11,324 | — | |||||||||||||||||||||
| Litigation Settlements | 240 | — | |||||||||||||||||||||
| Adjusted Earnings Before Income Taxes (Non-GAAP) | $ | 243,791 | $ | 295,859 | |||||||||||||||||||
| Provision for Income Taxes (GAAP) | $ | 47,543 | $ | 66,818 | |||||||||||||||||||
Transform and Modernize Initiative(1)(2) | 3,086 | 2,413 | |||||||||||||||||||||
| Loss on Sale of Business | 2,469 | — | |||||||||||||||||||||
| Litigation Settlements | 52 | — | |||||||||||||||||||||
| Adjusted Provision for Income Taxes (Non-GAAP) | $ | 53,149 | $ | 69,231 | |||||||||||||||||||
| Net Earnings Attributable to Hormel Foods Corporation (GAAP) | $ | 170,575 | $ | 218,863 | |||||||||||||||||||
Transform and Modernize Initiative(1)(2) | 11,069 | 7,900 | |||||||||||||||||||||
| Loss on Sale of Business | 8,855 | — | |||||||||||||||||||||
| Litigation Settlements | 188 | — | |||||||||||||||||||||
| Adjusted Net Earnings Attributable to Hormel Foods Corporation (Non-GAAP) | $ | 190,687 | $ | 226,763 | |||||||||||||||||||
26
| Quarter Ended | |||||||||||||||||||||||
| In thousands, except per share amounts | January 26, 2025 | January 28, 2024 | |||||||||||||||||||||
Diluted Earnings Per Share (GAAP) | $ | 0.31 | $ | 0.40 | |||||||||||||||||||
Transform and Modernize Initiative(1)(2) | 0.02 | 0.01 | |||||||||||||||||||||
| Loss on Sale of Business | 0.02 | — | |||||||||||||||||||||
| Litigation Settlements | — | — | |||||||||||||||||||||
Adjusted Diluted Earnings Per Share (Non-GAAP) | $ | 0.35 | $ | 0.41 | |||||||||||||||||||
| SG&A as a Percent of Net Sales (GAAP) | 8.8 | % | 8.0 | % | |||||||||||||||||||
Transform and Modernize Initiative(2) | (0.5) | (0.3) | |||||||||||||||||||||
| Loss on Sale of Business | (0.4) | — | |||||||||||||||||||||
| Litigation Settlements | — | — | |||||||||||||||||||||
| Adjusted SG&A as a Percent of Net Sales (Non-GAAP) | 7.9 | % | 7.7 | % | |||||||||||||||||||
| Operating Margin (GAAP) | 7.6 | % | 9.5 | % | |||||||||||||||||||
Transform and Modernize Initiative(1)(2) | 0.5 | 0.3 | |||||||||||||||||||||
| Loss on Sale of Business | 0.4 | — | |||||||||||||||||||||
| Litigation Settlements | — | — | |||||||||||||||||||||
| Adjusted Operating Margin (Non-GAAP) | 8.5 | % | 9.8 | % | |||||||||||||||||||
(1) Comprised primarily of asset write-offs and severance expenses related to supply chain and portfolio optimization.
(2) Comprised primarily of project-based external consulting fees.
ORGANIC VOLUME AND ORGANIC NET SALES (NON-GAAP)
| Quarter Ended | |||||||||||||||||||||||||||||
| January 26, 2025 | January 28, 2024 | ||||||||||||||||||||||||||||
| In thousands | GAAP | GAAP | Divestiture | Non-GAAP Organic | Non-GAAP % Change | ||||||||||||||||||||||||
| Volume (lbs.) | |||||||||||||||||||||||||||||
| Retail | 736,886 | 765,412 | — | 765,412 | (3.7) | ||||||||||||||||||||||||
| Foodservice | 243,853 | 256,007 | (15,930) | 240,077 | 1.6 | ||||||||||||||||||||||||
| International | 74,569 | 80,135 | — | 80,135 | (6.9) | ||||||||||||||||||||||||
| Total Volume (lbs.) | 1,055,308 | 1,101,554 | (15,930) | 1,085,624 | (2.8) | ||||||||||||||||||||||||
| Net Sales | |||||||||||||||||||||||||||||
| Retail | $ | 1,890,133 | $ | 1,911,272 | $ | — | $ | 1,911,272 | (1.1) | ||||||||||||||||||||
| Foodservice | 930,185 | 913,087 | (26,898) | 886,189 | 5.0 | ||||||||||||||||||||||||
| International | 168,495 | 172,552 | — | 172,552 | (2.4) | ||||||||||||||||||||||||
| Total Net Sales | $ | 2,988,813 | $ | 2,996,911 | $ | (26,898) | $ | 2,970,013 | 0.6 | ||||||||||||||||||||
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LIQUIDITY AND CAPITAL RESOURCES
When assessing its liquidity and capital resources, the Company evaluates cash and cash equivalents, short-term and long-term investments, income from operations, and borrowing capacity.
Cash Flow Highlights
| Quarter Ended | |||||||||||
In thousands | January 26, 2025 | January 28, 2024 | |||||||||
Cash and Cash Equivalents at End of Period | $ | 840,398 | $ | 963,212 | |||||||
| Cash Provided by (Used in) Operating Activities | 309,206 | 403,980 | |||||||||
| Cash Provided by (Used in) Investing Activities | (60,333) | (48,154) | |||||||||
| Cash Provided by (Used in) Financing Activities | (143,063) | (133,365) | |||||||||
| Increase (Decrease) in Cash and Cash Equivalents | 98,516 | 226,680 | |||||||||
Cash and cash equivalents increased $99 million and $227 million during the first quarter of fiscal 2025 and fiscal 2024, respectively. Cash provided by operating activities was sufficient to cover dividend payments and capital expenditures in both years. Additional details related to significant drivers of cash flows are provided below.
Cash Provided by (Used in) Operating Activities
•Cash flows from operating activities were largely impacted by changes in operating assets and liabilities.
–Accounts receivable decreased $57 million and $68 million during the first quarter of fiscal 2025 and fiscal 2024, respectively, primarily due to lower sales compared to the fourth quarter of the prior year.
–Inventory decreased $56 million during the first quarter of fiscal 2025 compared to a decrease of $104 million in the comparable period of the prior year. The decrease in inventory during fiscal 2025 was primarily driven by holiday sales and constrained turkey inventories. The decrease in inventory during fiscal 2024 was due to improvement in the Company's supply chain and the negative impact of Highly Pathogenic Avian Influenza on turkey operations.
–Accounts payable and accrued expenses decreased $56 million and $132 million during the first quarter of fiscal 2025 and fiscal 2024, respectively. These decreases were driven by annual incentive payments as well as livestock and feed deferral payments which were partially offset by higher marketing accruals. The decrease during fiscal 2024 was also due to the general timing of payments and inventory management.
–Net income taxes payable decreased $14 million during the first quarter of fiscal 2025, compared to an increase of $63 million in the comparable period of the prior year. The decrease in fiscal 2025 was the result of purchasing federal transferable energy tax credits.
Cash Provided by (Used in) Investing Activities
•Capital expenditures were $72 million and $47 million during the first quarter of fiscal 2025 and fiscal 2024, respectively. The largest project during both years was for the transition from harvest to value-added capacity for Hormel® Fire Braised® products and Applegate® products at the facility in Barron, Wisconsin. Other significant projects included equipment upgrades for chili production in Beloit, Wisconsin during fiscal year 2025 and wastewater infrastructure to support operations in Austin, Minnesota during both fiscal year 2025 and fiscal year 2024.
•Proceeds from the sale of business were $13.6 million during the first quarter of fiscal 2025 as the Company sold its equity interest in Mountain Prairie, LLC. There were no divestitures during the first three months of fiscal 2024.
Cash Provided by (Used in) Financing Activities
•Cash dividends paid to the Company’s shareholders totaled $155 million during the first quarter of fiscal 2025, compared to $150 million in the comparable period of fiscal 2024.
Sources and Uses of Cash
The Company believes its balanced business model, with diversification across raw material inputs, channels, and categories, provides stability in ever-changing economic environments. The Company maintains a disciplined capital allocation strategy and uses a waterfall approach, which focuses first on core uses of cash, such as capital expenditures to maintain facilities, dividend returns to investors, mandatory debt repayments, and fulfillment of pension obligations. Next, the Company looks to strategic items in support of growth initiatives, such as other capital projects, acquisitions, additional dividend increases, and working capital investments. Finally, the Company evaluates opportunistic uses, including incremental debt repayment and share repurchases.
The Company believes its anticipated income from operations, cash on hand, borrowing capacity under the current unsecured revolving credit facility, and access to capital markets will be adequate to meet all short-term and long-term commitments. The Company continues to look for opportunities to make investments and acquisitions that align with its strategic priorities. The
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Company has multiple sources of liquidity to complete such investments and acquisitions. For example, the Company’s historic ability to leverage its balance sheet through the issuance of debt has provided the flexibility to pursue strategic opportunities.
Dividend Payments
The Company remains committed to providing returns to investors through cash dividends. The Company has paid 386 consecutive quarterly dividends since becoming a public company in 1928. The Board of Directors approved an increased annual dividend rate for fiscal 2025, raising it to $1.16 per share from $1.13 per share, representing the 59th consecutive annual dividend increase.
Capital Expenditures
Capital expenditures are allocated to required maintenance and growth opportunities based on the needs of the business. Capital expenditures supporting growth opportunities in fiscal 2025 are expected to focus on projects related to value-added capacity, infrastructure, and new technology. Capital expenditures for fiscal 2025 are estimated to be $275 million to $300 million.
Debt
As of January 26, 2025, the Company’s outstanding debt included $2.9 billion of fixed rate unsecured senior notes due in fiscal 2027, 2028, 2030, and 2051 with interest payable semi-annually. During the first three months of fiscal 2025, the Company made $25 million of interest payments and the Company expects to make an additional $49 million of interest payments during fiscal 2025 on these notes. See Note K - Long-term Debt and Other Borrowing Arrangements of the Notes to the Consolidated Financial Statements for additional information.
Borrowing Capacity
As a source of short-term financing, the Company maintains a $750 million unsecured revolving credit facility. The maximum commitment under this credit facility may be further increased by $375 million, generally by mutual agreement of the lenders and the Company, subject to certain customary conditions. Funds drawn from this facility may be used by the Company for general corporate purposes, which may include repaying existing debt, funding acquisitions, and for working capital or other general purposes. The lending commitments under the facility are scheduled to expire on May 6, 2026, at which time the Company will be required to pay in full all obligations then outstanding. As of January 26, 2025, the Company had no outstanding borrowings from this facility.
Debt Covenants
The Company’s debt agreements contain customary terms and conditions including representations, warranties, and covenants. These debt covenants limit the ability of the Company to, among other things, incur debt for borrowed money secured by certain liens, or engage in certain sale and leaseback transactions, and the covenants require the Company to maintain certain consolidated leverage ratios. As of January 26, 2025, the Company was in compliance with all covenants in its debt agreements and expects to maintain compliance in the future.
Cash Held by International Subsidiaries
As of January 26, 2025, the Company’s international subsidiaries held $234 million of cash and cash equivalents. The Company maintains all undistributed earnings as permanently reinvested. The Company evaluates the balance and uses of cash held internationally based on the needs of the business.
Share Repurchases
The Company is authorized to repurchase 3,677,494 shares of common stock as part of an existing plan approved by the Company’s Board of Directors. Under the share repurchase authorization, the Company may repurchase shares periodically, depending on market conditions and other factors, and may do so in open market purchases or privately negotiated transactions. The share repurchase authorization has no expiration date. The Company did not repurchase any shares of stock during the first three months of fiscal 2025. The Company continues to evaluate share repurchases as part of its capital allocation strategy.
Commitments
Subsequent to quarter-end but prior to the filing of this Quarterly Report on Form 10-Q, the Company used $13.5 million of cash on hand to pay the Red Meat Wages Antitrust Litigation settlement. See Note J - Commitments and Contingencies of the Notes to the Consolidated Financial Statements for additional information.
There have been no material changes to the information regarding the Company’s future contractual financial obligations previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended October 27, 2024.
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TRADEMARKS
References to the Company’s brands or products in italics within this report represent valuable trademarks owned or licensed by Hormel Foods, LLC or other subsidiaries of Hormel Foods Corporation.
CRITICAL ACCOUNTING ESTIMATES
Management’s discussion and analysis of financial condition and results of operations is based upon the Company’s consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires the Company to make estimates, judgments, and assumptions that can have a meaningful effect on the reporting of consolidated financial statements. The significant accounting policies used in preparing these consolidated financial statements are consistent with those described in Note A - Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements in the Form 10-K.
Critical accounting estimates are defined as those reflective of significant judgments, estimates, and uncertainties, which may result in materially different results under different assumptions and conditions. There have been no material changes in the Company’s Critical Accounting Estimates as disclosed in its Annual Report on Form 10-K for the fiscal year ended October 27, 2024.
FORWARD-LOOKING STATEMENTS
This report contains “forward-looking” information within the meaning of the federal securities laws. The “forward-looking” information may include statements concerning the Company’s outlook for the future as well as other statements of beliefs, future plans, strategies, or anticipated events and similar expressions concerning matters that are not historical facts.
The Private Securities Litigation Reform Act of 1995 (the Reform Act) provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information. The Company is filing this cautionary statement in connection with the Reform Act. When used in this Quarterly Report on Form 10-Q, the Company’s Annual Report to Stockholders, other filings by the Company with the Securities and Exchange Commission, the Company’s press releases, and oral statements made by the Company’s representatives, the words or phrases “should result,” “believe,” “intend,” “plan,” “are expected to,” “targeted,” “will continue,” “will approximate,” “is anticipated,” “estimate,” “project,” or similar expressions are intended to identify forward-looking statements within the meaning of the Reform Act. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and those anticipated or projected.
In connection with the “safe harbor” provisions of the Reform Act, the Company is identifying risk factors that could affect financial performance and cause the Company’s actual results to differ materially from opinions or statements expressed with respect to future periods. The discussion of risk factors in the Company’s most recent Annual Report on Form 10-K and in Part II, Item 1A of this Quarterly Report on Form 10-Q contain certain cautionary statements regarding the Company’s business, which should be considered by investors and others. Such risk factors should be considered in conjunction with any discussions of operations or results by the Company or its representatives, including any forward-looking discussion, as well as comments contained in press releases, presentations to securities analysts or investors, or other communications by the Company.
Though the Company has attempted to list comprehensively these important cautionary risk factors, the Company cautions that other factors may in the future prove to be important in affecting the Company’s business or results of operations.
The Company cautions readers not to place undue reliance on forward-looking statements, which represent current views as of the date made. Forward-looking statements are inherently at risk to changes in the Company’s business as well as the national and worldwide economic environment. The risks and uncertainties that could cause actual results to differ from those anticipated or projected include, among other things, risks related to the deterioration of economic conditions; risks associated with acquisitions, joint ventures, equity investments, and divestitures; risks and uncertainties associated with intangible assets, including any future goodwill or intangible assets impairment charges; the risk of disruption of operations, including at owned facilities, co-manufacturers, suppliers, logistics providers, customers, or other third-party service providers; the risk that the Company may fail to realize anticipated cost savings or operating profit improvements associated with strategic initiatives, including the Transform and Modernize initiative; risk of loss of a significant contract or unfavorable changes in the Company’s relationships with significant customers; risk of the Company’s inability to protect information technology (IT) systems against, or effectively respond to, cyber attacks, security breaches or other IT interruptions, against or involving the Company’s IT systems or those of others with whom it does business; risk of the Company’s failure to timely replace legacy technologies; deterioration of labor relations or labor availability or increases to labor costs; general risks of the food industry, including those related to food safety, such as costs resulting from food contamination, product recalls, the remediation of food safety events at its facilities, including the production disruption at the Suffolk, Virginia, facility, or outbreaks of disease among livestock and poultry flocks;
30
fluctuations in commodity prices and availability of raw materials and other inputs; fluctuations in market demand for the Company’s products, including due to private label products and lower-priced alternatives; risks related to the Company’s ability to respond to changing consumer preferences, diets and eating patterns, and the success of innovation and marketing investments; damage to the Company’s reputation or brand image; risks associated with climate change, or legal, regulatory, or market measures to address climate change; risks of litigation; potential sanctions and compliance costs arising from government regulation; compliance with stringent environmental regulations and potential environmental litigation; and risks arising from the Company’s foreign operations, including geopolitical risk, exchange rate risk, legal, tax, and regulatory risk, and risks associated with tariffs.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to various forms of market risk as a part of its ongoing business practices including commodity price risk, interest rate risk, foreign currency exchange rate risk, investment risk, and credit risk, among others.
Commodity Price Risk: The Company is subject to commodity price risk through grain, lean hog, natural gas, and diesel fuel markets. To reduce these exposures and offset the fluctuations caused by changes in market conditions, the Company employs hedging programs. These programs utilize futures, swaps, and options contracts and are accounted for as cash flow hedges. The fair value of the Company’s cash flow commodity contracts as of January 26, 2025 was $15.5 million compared to $(5.9) million as of October 27, 2024. The Company measures its market risk exposure on its cash flow commodity contracts using a sensitivity analysis, which considers a hypothetical 10 percent change in the market prices. A 10 percent decrease in the market price would have negatively impacted the fair value of the Company’s cash flow commodity contracts as of January 26, 2025 by $31.0 million, which in turn would lower 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. As of January 26, 2025, the Company’s long-term debt had a fair value of $2.4 billion compared to $2.5 billion as of October 27, 2024. The Company measures its market risk exposure of long-term fixed rate debt using a sensitivity analysis, which considers a 10 percent change in interest rates. A 10 percent decrease in interest rates would have positively impacted the fair value of the Company’s long-term debt as of January 26, 2025 by $73.0 million. A 10 percent increase would have negatively impacted the long-term debt by $68.0 million.
Foreign Currency Exchange Rate Risk: The fair values of certain Company assets are subject to fluctuations in foreign currency exchange rates. The Company’s net asset position in foreign currencies was $1.2 billion as of January 26, 2025 and October 27, 2024, with most of the exposure existing in Chinese yuan, Indonesian rupiah, and Brazilian real. The Company currently does not use market risk sensitive instruments to manage this risk.
Investment Risk: The Company has corporate-owned life insurance policies classified as trading securities as part of a rabbi trust to fund certain supplemental executive retirement plans and deferred income plans. As of January 26, 2025, the balance of these securities totaled $212.4 million compared to $209.7 million as of October 27, 2024. The rabbi trust is invested primarily in fixed income funds. The Company is subject to market risk due to fluctuations in the value of the remaining investments as unrealized gains and losses associated with these securities are included in the Company’s net earnings on a mark-to-market basis. A 10 percent decline in the value of the investments not held in fixed income funds would have negatively impacted the Company’s pre-tax earnings by approximately $10.2 million, while a 10 percent increase in value would have a positive impact of the same amount.
Concentration of Credit Risk: The Company is exposed to credit risk from its customers. The Company regularly assesses the credit worthiness of its customers. As of January 26, 2025 and October 27, 2024, one customer accounted for more than 10% of net accounts receivable.
Item 4. CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures.
As of the end of the period covered by this report (the Evaluation Date), the Company carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)). In designing and evaluating the disclosure controls and procedures, management recognized any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded, as of the Evaluation Date, the Company’s disclosure controls and procedures were effective to provide reasonable assurance the information the Company is required to disclose in reports it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods
31
specified in the Securities and Exchange Commission rules and forms, and such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
(b) Internal Control over Financial Reporting.
The Company is in the midst of a multi-year transformation project to achieve better analytics, customer service, and process efficiencies through the use of Oracle Cloud Solutions. During fiscal 2024, the Company began implementing the order-to-cash phase at certain business locations. Additional implementations will continue over the next several years. Emphasis has been on the maintenance of effective internal controls and assessment of the design and operating effectiveness of key control activities throughout each development and deployment phase.
There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) through the first quarter of fiscal 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Information regarding legal proceedings is available in Note J - Commitments and Contingencies of the Notes to the Consolidated Financial Statements.
Item 1A. RISK FACTORS
The Company’s business, operations, and financial condition are subject to various risks and uncertainties. There have been no material changes to the risk factors previously disclosed in Part I, Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the fiscal year ended October 27, 2024.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There were no issuer purchases of equity securities in the quarter ended January 26, 2025. On January 29, 2013, the Company’s Board of Directors authorized the repurchase of 10,000,000 shares of its common stock with no expiration date. On January 26, 2016, the Board of Directors approved a two-for-one split of the Company’s common stock to be effective January 27, 2016. As part of the stock split resolution, the number of shares remaining to be repurchased was adjusted proportionately. The maximum number of shares that may yet be purchased under the repurchase plans or programs as of January 26, 2025 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 January 26, 2025, no director or officer of the Company adopted terminated
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Item 6. EXHIBITS
10.1(1) | |||||
| 101 | The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended January 26, 2025, formatted in Inline XBRL: (i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Statements of Financial Position, (iv) Consolidated Statements of Changes in Shareholders’ Investment, (v) Consolidated Condensed Statements of Cash Flows, and (vi) Notes to the Consolidated Financial Statements. | ||||
| 104 | The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended January 26, 2025, formatted in Inline XBRL (included as Exhibit 101). | ||||
| (1) | Management contract or compensatory plan or arrangement. | ||||
33
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: February 27, 2025 | By: | /s/ JACINTH C. SMILEY | ||||||
| JACINTH C. SMILEY | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||
| Date: February 27, 2025 | By: | /s/ PAUL R. KUEHNEMAN | ||||||
| PAUL R. KUEHNEMAN | ||||||||
| Vice President and Controller | ||||||||
| (Principal Accounting Officer) | ||||||||
34
Execution Version
RETIREMENT AND TRANSITION
AGREEMENT
This Retirement and Transition Agreement (this “Transition Agreement”), by and between Hormel Foods Corporation, 1 Hormel Place, Austin, MN 55912-3680 (“HFC”), and James Snee (“Executive”), and effective as of January 9, 2025 (the “Effective Date”), memorializes certain terms of Executive’s retirement and transition from HFC and its subsidiaries. HFC and the Executive are sometimes collectively referred to as the “Parties” or individually referred to as a “Party.”
WHEREAS, Executive is currently serving as President and Chief Executive Officer and Chairman of the Board of Directors (“Board”) of HFC;
WHEREAS, after Executive’s 36 years of service to HFC and its subsidiaries, Executive and HFC have agreed that Executive will retire and transition his role based on the terms herein; and
WHEREAS, this Transition Agreement is intended to support the process by which HFC’s Board will operate a search and leadership transition for the position of President and Chief Executive Officer (“CEO”) at HFC (the “Succession”).
NOW, THEREFORE, in exchange for their mutual promises, Executive and HFC agree as follows:
1.Continued Service, Employment Cessation and Consulting Agreement
(a) Executive and HFC agree that, after the Effective Date, Executive will serve as the CEO of HFC until the earlier to occur of (i) such date on which a successor CEO of HFC (“Successor CEO”) is appointed or elected by the Board and commences serving in such role (such date, the “Successor CEO Start Date”) and (ii) the end of the day on October 26, 2025 (the “Separation Date”).
(b) Executive and HFC agree that, as of the Successor CEO Start Date (or the Separation Date under Section 1(a) above, if earlier), Executive will no longer serve as a member of the Board and shall resign from all appointed and elected positions with HFC and its subsidiaries, and that Executive will promptly execute any documents and take any actions as may be necessary or reasonably requested by HFC to effectuate or memorialize such cessation of Board service and any other applicable positions.
(c) Executive and HFC agree that, if the Successor CEO Start Date occurs prior to the Separation Date, then commencing on the Successor CEO Start Date, Executive will no longer serve as the CEO of HFC, but Executive will transition to become a non-officer employee in service to HFC through the Separation Date (such non-officer employment period, the “Advisory Period”). During the Advisory Period, if any, Executive shall be employed by HFC and will (i) serve in the non-executive employee role of Special Advisor to HFC, reporting directly to
the Board, and (ii) support the Succession by providing reasonable assistance to HFC and the Board in the transition to and integration of the Successor CEO, to the extent desired and/or requested by Board, plus otherwise supporting and promoting various reasonable tasks and responsibilities related thereto.
(d) At the end of the day on the Separation Date, Executive’s employment with HFC and all of its subsidiaries and affiliates will terminate. Executive and HFC also agree that, as of the Separation Date, Executive will terminate from any and all other positions Executive holds (if any) as an officer, employee or director of HFC and HFC’s subsidiaries and affiliates, and that Executive will promptly execute any documents and take any actions as may be necessary or reasonably requested by HFC to effectuate or memorialize Executive’s termination from all positions with HFC and its subsidiaries and affiliates. Notwithstanding anything in this Transition Agreement to the contrary, nothing prohibits the Board from terminating Executive’s employment with HFC prior to such Separation Date for Cause (as defined below), and Executive and HFC agree and acknowledge that Executive’s right to receive the benefits or any other payments under this Transition Agreement shall immediately cease and be unenforceable if Executive’s employment with HFC is terminated for Cause prior to the Separation Date.
For purposes of this Transition Agreement, “Cause” means Executive's (i) material failure to perform satisfactorily the duties reasonably required of the Executive by HFC (other than by reason of Disability (as defined in the Equity Plan (as defined below)), which is not cured by Executive within 5 days following written notice by HFC to Executive of such failure; (ii) material violation of any law, rule, regulation, court order or regulatory directive (other than traffic violations, misdemeanors or other minor offenses), which would be reasonably expected to harm or bring disrepute to HFC or any of its affiliates, their business or any of their customers, employees or vendors; (iii) material breach of HFC's business conduct or ethics code or of any fiduciary duty or nondisclosure, non-solicitation, non-competition or similar obligation owed to HFC or any affiliate; (iv) engaging in any act or practice that involves personal dishonesty on the part of Executive, which would be reasonably expected to harm or bring disrepute to HFC or any of its affiliates, their business or any of their customers, employees or vendors or engaging in any act or practice that demonstrates a willful and continuing disregard for the best interests of HFC and its affiliates; or (v) engaging in dishonorable or disruptive behavior, practices or acts which would be reasonably expected to harm or bring disrepute to HFC or any of its affiliates, their business or any of their customers, employees or vendors.
(e) Prior to or on the Separation Date, Executive and HFC shall execute the consulting agreement substantially as attached hereto as Exhibit A (the “Consulting Agreement”). Notwithstanding the foregoing, the Consulting Agreement will be void ab initio and Executive will not be entitled to any
-2-
payments or benefits thereunder if (i) Executive does not execute the Release (as defined in Section 3) and allow the Release to become effective without revoking it in accordance with Section 3(a), or (ii) Executive does not remain employed with HFC through October 26, 2025.
(f) If HFC terminates Executive’s employment with HFC due to Executive’s Disability (as defined in the HFC 2018 Incentive Compensation Plan (the “Equity Plan”)) prior to the Separation Date and if Executive executes and does not revoke the Release in accordance with Section 3(a), Executive shall be entitled to all of the payments and benefits set forth in Sections 2(a), 2(d), 2(e), 2(f), 3(b), 3(c), and 3(d), as if Executive had remained employed with HFC through the Separation Date. Notwithstanding anything to the contrary in this Transition Agreement, if HFC terminates Executive’s employment with HFC due to Executive’s Disability, Executive shall not execute the Consulting Agreement and the Consulting Agreement will be void ab initio and Executive will not be entitled to any payments or benefits thereunder.
2.Compensation. While Executive is employed with HFC from the Effective Date until the Separation Date, HFC will provide the Executive with the following:
(a) Salary and Operators’ Shares. Executive will continue to receive base salary at the annual rate in effect on the Effective Date, in accordance with the normal payroll practices of HFC as may be in effect from time to time. Executive will receive a grant of 200,000 Operators’ Shares for fiscal year 2025 under the 2018 Operators’ Share Incentive Compensation Subplan pursuant to the Equity Plan (the “Operators’ Share Plan”). Any payment under the Operators’ Share Plan for fiscal year 2025 will be made in accordance with the terms of the Operators’ Share Plan. For the avoidance of doubt, Executive’s termination of employment on the Separation Date will be a Retirement under the Operators’ Share Plan.
(b) Benefit Plans. Executive shall continue to be entitled to participate in the benefit plans and programs of HFC which are generally available to executive officers of HFC in accordance with the terms of such benefit plans and programs.
(c) Pension and Retirement Plans. Executive shall continue to be entitled to participate in the pension and retirement plans of HFC to the extent Executive was eligible to participate in such plans immediately prior to the Effective Date (collectively the “Pension and Retirement Plans”). HFC will continue to provide contributions and credits in respect of Executive to the Pension and Retirement Plans for Executive’s period of employment during fiscal year 2025 in accordance with the applicable terms of such Pension and Retirement Plans, and any benefits owed to Executive under the Pension and Retirement Plans will be paid in accordance with the terms of the Pension and Retirement Plans.
(d) Fiscal Year 2025 Annual Incentive Plan. Executive will continue participation in the HFC Annual Incentive Plan (“AIP”) for fiscal year 2025 on
-3-
the same basis as other executive officers of HFC. Executive will receive an award under the AIP for fiscal year 2025 with a target value equal to that in effect for Executive for the comparable program in fiscal year 2024. Any AIP payment for fiscal year 2025 will be based on actual performance results for the full fiscal year and otherwise in accordance with the terms of the AIP.
(e) Cash-Based Long Term Incentive Plan.
(i) Fiscal Year 2025 Grant. Executive will continue participation in the HFC Long-Term Incentive Plan under the Equity Plan (the “Cash LTIP”) for fiscal year 2025 on the same basis as other executive officers of HFC. Executive will receive an award under the Cash LTIP for the performance period beginning in fiscal year 2025 with a target value equal to $4.0 million.
(ii) Treatment of Cash LTIP. Executive’s Cash LTIP awards that are outstanding as of the Separation Date will be treated as provided by the applicable terms in the award agreements or other award documentation for such awards, and for the avoidance of doubt, Executive’s termination of employment on the Separation Date will be a termination of employment under such agreements and documentation.
(f) Equity Awards.
(i) Fiscal Year 2025 Grant. HFC shall provide to Executive a grant of non-qualified stock options (“Options”) and restricted stock units (“RSUs”) for fiscal year 2025 (together, the grants of Options and RSUs for fiscal year 2025, the “2025 Grant”), subject to Board approval, in each case with a grant date fair value equal to the grant date fair value of the Options and RSUs Executive received for fiscal year 2024 (together, the grants of Options and RSUs for fiscal year 2024, the “2024 Grant”). The 2025 Grant will be subject to terms that are consistent with the terms of the 2024 Grant and will be made in the normal course consistent with past practice.
(ii) Treatment of Equity Awards. Executive’s awards under the Equity Plan that are outstanding as of the Separation Date will be treated as provided for in the applicable terms in the award agreements of such awards under the Equity Plan, and for the avoidance of doubt, on the Separation Date Executive will experience a “separation from service” within the meaning of Treasury Regulation 1.409A-1(h) and a “Qualified Retirement,” to the extent applicable, under the terms of the applicable award agreements.
3.Release and Payments After Separation Date
(a) Release. As a condition to receiving the payments and benefits set forth in Sections 1(e), 1(f), 3(b), and 3(c), Executive is required to (i) execute a general waiver and release of claims, substantially in the form attached hereto as Exhibit
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B (the “Release”) within 21 days of his termination of employment with HFC and its subsidiaries and affiliates and (ii) not revoke the Release during any applicable revocation period.
(b) Company Vehicle. If Executive remains employed with HFC through October 26, 2025 and executes and does not revoke the Release in accordance with Section 3(a), HFC shall, within 45 days after the Separation Date, transfer title of the vehicle that, immediately prior to the Separation Date, had been provided by HFC to Executive for Executive’s use during employment with HFC.
(c) Lump Sum Payment. If Executive remains employed with HFC through October 26, 2025 and executes and does not revoke the Release in accordance with Section 3(a), HFC will pay Executive a lump-sum cash payment of $50,000 within 45 days after the Separation Date.
(d) Accrued Benefits. As soon as practicable following the Separation Date HFC will pay to Executive a lump sum cash payment for all accrued but unused vacation days and any earned but unpaid base salary through the Separation Date.
4.Executive Covenants
Executive acknowledges that HFC’s willingness to enter into this Transition Agreement is based in material part on Executive’s agreement to the provisions of this Section 4 and that Executive’s breach of the provisions of this Section 4 could materially damage HFC.
(a) Non-Solicitation. Executive covenants and agrees that, while employed by HFC and for a period of 18 months following the Separation Date, Executive shall not without HFC’s prior written consent: (i) directly or indirectly solicit for employment, offer employment to or employ or contract for the services of any person who was an employee of HFC: (x) on the Separation Date, or (y) at any time within the 12 month period prior to the Separation Date; or (ii) directly or indirectly for Executive or on behalf of any other, solicit from any person or entity who was a customer of HFC at any time within the 12 month period prior to the Separation Date any business that is directly or indirectly competitive with the business of HFC.
(b) Confidential Information. Executive acknowledges that by virtue of Executive’s employment with HFC, Executive has or may be exposed to or has had or may have access to confidential information of HFC regarding its businesses which gives, or may give, HFC an advantage in the marketplace against its competitors (hereinafter referred to collectively as the “Proprietary Information” except for information which HFC discloses to third parties without contractual limitations on disclosure, was in the public domain when acquired or developed by HFC, or which subsequently enters the public domain other than as a result of a breach of this Transition Agreement or any other agreement or
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covenant). Executive acknowledges that the Proprietary Information constitutes a proprietary and exclusive interest of HFC and, therefore, Executive agrees that during the term of Executive’s employment and after the termination thereof, for whatever reason, Executive shall not directly or indirectly disclose the Proprietary Information to any person, firm, court, corporation or other entity or use the Proprietary Information in any manner, except in connection with the business and affairs of HFC or pursuant to a validly issued and enforceable court or administrative order or as set forth in Section 4(d) hereof. Except as set forth in Section 4(d) hereof, in the event that any court, governmental agency, administrative hearing officer or the like shall request or demand disclosure of any Proprietary Information, Executive shall promptly notify HFC of the same and cooperate with HFC, at HFC’s expense, to obtain appropriate protective orders in respect thereof. Executive agrees and represents that Executive has not disclosed, copied, disseminated, shared or transmitted any Proprietary Information to any person, firm, corporation or entity for any reason or purpose whatsoever, except in the course of carrying out Executive’s duties and responsibilities of employment with HFC or as set forth in Section 4(d) hereof.
(c) Non-Disparagement. Other than (i) as compelled by operation of law and/or (ii) testifying or making statements or disclosures to a court, government agency or arbitration panel, Executive agrees not to disparage HFC or its affiliates, subsidiaries, divisions, executive officers, directors, products and/or services, except as set forth in Section 4(d) hereof. For purposes of this Section 4(c), “disparage” shall mean any derogatory, defamatory or negative statement, whether written (including through social media) or oral. Executive agrees and acknowledges that this non-disparagement provision is a material term of this Transition Agreement and is subject to Section 4(d) hereof. HFC reciprocally agrees to instruct its executive officers who are subject to the requirements of Section 16 of the Securities Exchange Act of 1934 not to disparage Executive.
(d) Protected Rights. Notwithstanding the foregoing or any other provision of this Transition Agreement, Executive acknowledges that nothing contained in this Transition Agreement limits Executive’s ability to file a charge or complaint with a federal, state or local governmental agency or commission. Executive further acknowledges that nothing in this Transition Agreement or otherwise limits Executive’s ability to communicate directly with and provide information, including documents, not otherwise protected from disclosure by any applicable law or privilege to the Securities and Exchange Commission (the “SEC”) or any other federal, state or local governmental agency or commission (“Government Agency”) without disclosure to HFC. HFC may not retaliate against Executive for any of these activities, and nothing in this Transition Agreement or otherwise requires Executive to waive any monetary award or other payment that Executive might become entitled to from the SEC or any other Government Agency. Nothing in this Transition Agreement or otherwise requires Executive to disclose any communications Executive may have had or information Executive may have
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provided to the SEC or any other Government Agencies regarding possible legal violations. Furthermore, notwithstanding Executive’s confidentiality obligations set forth in this Transition Agreement, Executive understands that, pursuant to the Defend Trade Secrets Act of 2016, Executive will not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that: (i) is made (A) in confidence to a federal, state, local or non-U.S. government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Executive also understands that if Executive files a lawsuit for retaliation by HFC for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney and use the trade secret information in the court proceeding, if Executive (x) files any document containing the trade secret under seal; and (y) does not disclose the trade secret, except pursuant to court order. Executive understands that if a disclosure of trade secrets was not done in good faith pursuant to the above, then Executive may be subject to liability, including, without limitation, punitive damages and attorneys’ fees.
(e) Cooperation. Except as set forth in Section 4(d) hereof, Executive also agrees to reasonably cooperate with HFC in connection with any litigation or legal proceeding or investigatory matters in which Executive may have relevant knowledge or information and the defense or prosecution of any claims or actions now in existence or which may arise in the future in connection with, against or on behalf of HFC and any of its current and former parents, subsidiaries, affiliates, divisions, partnerships or joint ventures and, with respect to each of them, their predecessors, successors and assigns; and, with respect to each such entity, all of its past, present and future employees, officers, directors, stockholders, owners, representatives, assigns, attorneys, agents, insurers, employee benefit programs (and the trustees, administrators, fiduciaries and insurers of such programs) and any other persons acting by, through, under or in concert with any of the persons or entities listed in this subsection and their successors (collectively, the “Released Persons”), except where Executive’s interests and the interests of HFC or such Released Person are in conflict with respect to any such litigation, legal proceeding, or investigatory matter, or with respect to the defense or prosecution of such claims or actions. Executive’s reasonable cooperation shall include, but not be limited to, Executive being available to meet with, be interviewed by or otherwise assist HFC counsel in connection with an internal review or investigation, to prepare for trial or discovery or a regulatory, enforcement or administrative proceeding or alternative dispute resolution process and to act as a witness when requested by HFC at reasonable times designated by HFC. HFC will provide reasonable notice of the need for Executive’s services and will use reasonable efforts to accommodate Executive’s personal and professional schedule in scheduling Executive’s services. Moreover, except as set forth in Section 4(d) hereof or unless otherwise
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prohibited by law, Executive agrees to promptly notify the Legal Department of HFC if Executive is asked by any person, entity or agency to assist, testify or provide information in any such proceeding or investigation. Except as set forth in Section 4(d) hereof, if Executive is not legally permitted to provide such notice, Executive agrees that Executive will request that the person, entity or agency seeking assistance, testimony or information provide notice consistent with this Section 4(e). Except for time spent providing testimony in a deposition, hearing, or other agency, court or arbitral proceeding, HFC shall compensate Executive for time expended cooperating with HFC’s requests following the 18-month anniversary of the Separation Date at the rate of $200 per hour, payable within 30 days following Executive’s submission of a summary of time expended and request for payment. To the extent Executive incurs out-of-pocket expenses (such as, by way of example only, postage costs, travel costs, or telephone charges) in assisting HFC at its request, HFC will mail Executive a reimbursement check for those expenses within 30 days after it receives Executive’s request for payment, along with reasonably satisfactory written substantiation of the claimed expenses. Executive’s obligations under this Section 4(e) will end upon the expiration of the applicable statute of limitations period for the particular claim provided that a timely claim has not been asserted. In the event that a timely claim is asserted, Executive’s obligations will continue until the claim is resolved. HFC shall not assert that Executive’s obligations under this Section 4(e) operate to disqualify Executive from or prohibit Executive’s employment by any subsequent employer. In the event of Executive’s subsequent employment by any employer with interests adverse to HFC in any litigation or other proceeding, Executive agrees to reasonably cooperate in good faith with HFC to prevent the disclosure of information protected by applicable legal privileges or the work product doctrine.
(f) Waiver of Certain Covenant Obligations. In consideration of Executive’s obligations in this Transition Agreement, for any non-competition covenant that is applicable to Executive as of the Separation Date, HFC waives its rights of enforcement, cancellation, reimbursement, recovery or clawback in respect of such covenant effective upon the 18-month anniversary of the Separation Date.
(g) Construction. All references in this Section 4 to HFC shall be deemed to refer to HFC and its subsidiaries.
5.Opportunity to Seek Advice
By signing this Transition Agreement, Executive acknowledges that Executive is doing so freely, knowingly and voluntarily. Executive has read this Transition Agreement carefully and understands all its terms. Executive has been advised by HFC to consult with an attorney before executing this Transition Agreement and Executive has reviewed it with persons of Executive’s own choosing. In agreeing to sign this Transition Agreement, Executive has not relied on any statements or explanations made by HFC or its attorneys or representatives.
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6.Confidentiality
Except as set forth in Section 4(d) hereof, Executive will keep this Agreement and the terms of this Agreement confidential until such time as this Agreement enters the public domain through no fault or act of Executive, although Executive knows that Executive may discuss this Agreement with Executive’s own attorney and tax or financial advisor and has been encouraged to do so. Executive further agrees to use Executive’s best effort to ensure that none of the Executive’s immediate family, attorneys, or tax and financial advisors will reveal its contents to anyone else until such time as this Agreement enters the public domain through no fault or act of Executive.
7.Material Breach; Venue and Choice of Law
Executive acknowledges that if Executive breaches any of the terms or conditions set forth in this Transition Agreement (including the provisions of Section 4 hereof), HFC may suffer irreparable harm and therefore, in the event Executive breaches any of the terms or conditions set forth in this Transition Agreement, HFC shall have the right, at its option, (i) to stop any further payments or benefits due to Executive pursuant to Sections 2(d)-(f) and 3(b)-(c), (ii) subject to applicable law, to require Executive to repay to HFC, immediately and in a cash lump sum, the amount of any payments paid to Executive pursuant to Sections 2(d)-(f) and 3(b)-(c) (which shall, for the avoidance of doubt, be calculated on a pre-tax basis) and (iii) to seek in a Minnesota court of law specific performance hereof, or its damages at law, or both (if available at law), or such other and further relief as may be appropriate under the circumstances and under Minnesota law. Except as otherwise explicitly provided, this Transition Agreement will be interpreted and enforced in accordance with the laws of the State of Minnesota, and the Parties hereto, including their successors and assigns, consent to the jurisdiction of the state and federal courts of Minnesota. In addition, the prevailing party in any action to enforce this Transition Agreement shall be entitled to recover from the non-prevailing party its attorneys’ fees and expenses reasonably incurred in connection therewith. For the avoidance of doubt, Executive shall in all events be entitled to receive accrued wages and expense reimbursement, accrued but unused vacation pay and other qualified retirement benefits.
8.Tax Matters; Right of Offset
HFC may, subject to applicable law, withhold and deduct from any benefits and payments made or to be made pursuant to this Transition Agreement (a) all federal, state, local and other taxes as may be required pursuant to any law or governmental regulation or ruling, (b) all other normal authorized deductions made with respect to HFC’s employees generally and (c) any advances made to Executive and owed to HFC.
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9.Severability
If any provision of this Transition Agreement should be found to be invalid, illegal or unenforceable in whole or in part, the remaining provisions hereof will not be affected thereby and the Parties or a court will promptly replace such provision with a reasonable new provision which as far as legally and practically possible approximates what the Parties intended by such original provision, to carry out their purpose hereunder.
10.Complete Agreement
Executive understands and agrees that this Transition Agreement, the employee benefits plans in which Executive is a participant and any non-competition or confidentiality agreements with HFC, the Release, the Consulting Agreement, and the Indemnification Agreement between Executive and HFC as in effect as of the Effective Date contain all the agreements between HFC and Executive. The Parties have no other written or oral agreements. Any previously executed transition agreements are void and without effect. This Transition Agreement may not be altered, modified, waived or amended except by a written document signed by a duly authorized representative of HFC and Executive. The headings in this document are for reference only, and shall not in any way affect the meaning or interpretation of this Transition Agreement.
11.Review of Transition Agreement
This Transition Agreement is important. Executive is advised to review it carefully and consult an attorney before signing it, as well as any other professional whose advice Executive values, such as an accountant or financial advisor. If Executive agrees to the terms of this Transition Agreement, sign in the space below where Executive’s agreement is indicated. The payments and benefits specified in this Transition Agreement are contingent on Executive’s (a) signing this Transition Agreement and (b) signing the Release no earlier than the Separation Date and no later than 21 calendar days following the Separation Date, and not revoking the Release.
12.Class Action Waiver and Arbitration Agreement.
Any dispute arising out of or relating to (i) this Transition Agreement, the Release, or the interpretation, application or enforcement of its or their terms, (ii) any matter pertaining to Executive’s employment with HFC (including, without limitation, any labor or employment claims under any federal, state or local, statutes, regulations, executive orders or laws, except for claims exempted from compulsory arbitration under Section 402 of the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act, 9. U.S.C. § 402), or (iii) the termination of Executive’s employment with HFC, will be resolved by final and binding arbitration in accordance with the then existing Employment Arbitration
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Rules of the American Arbitration Association (“AAA”), available at https://www.adr.org/employment; provided, however, that nothing in this Transition Agreement shall preclude the Company from filing litigation in any court of competent jurisdiction seeking injunctive or equitable relief against Executive for any actual or potential violations of Sections 4 and 6 of this Transition Agreement. The following arbitration procedures will apply to any arbitration between the Parties:
(a) The arbitration proceedings shall take place in Minneapolis, Minnesota or any other location mutually agreed by the Parties. The arbitration proceedings (including any pre-hearing depositions and written discovery responses) will be confidential and only the Parties and their authorized representatives and legal counsel will be permitted to attend the arbitration hearing. In rendering an award, the arbitrator shall determine the rights and obligations of the Parties according to, as applicable, federal law and/or the substantive law of the State of Minnesota without regard to any principles governing conflicts of laws and the arbitrator’s decision shall be governed by state and federal substantive law, as though the matter were before a court of law. Such decision shall be final, conclusive and binding on the Parties to the arbitration. The decision of the arbitrator shall be made within 30 days following the close of the hearing. The Parties agree that the award shall be enforceable exclusively by any state or federal court of competent jurisdiction.
(b) If any part of this arbitration procedure is in conflict with any applicable law, the law shall govern, and that part of this arbitration procedure shall be reformed and construed to the maximum extent possible in conformance with the applicable law. The arbitration procedure shall remain otherwise unaffected and enforceable.
(c) The Parties agree that any Party shall be entitled to commence legal action in any court of competent jurisdiction to compel any other Party to this Agreement to submit any claim or controversy covered by this Section 12 to mandatory and binding arbitration in accordance with the terms and provisions outlined in this Transition Agreement and/or for injunctive relief to preserve the status quo or prevent any potential or on-going violation of this Transition Agreement pending the outcome of arbitration proceedings under this Section 12.
(d) This arbitration provision constitutes a waiver of any right to a jury. By agreeing to arbitration, Executive understands and agrees that any claims Executive has against HFC may be pursued only on an individual basis, to the fullest extent permitted by applicable law. Executive understands and agrees that Executive is waiving the right to participate in any class, collective, or representative proceeding, to the fullest extent permitted by applicable law.
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(e) Nothing in this Transition Agreement precludes Executive’s right to file a charge with any governmental agency (including, without limitation, the Equal Employment Opportunity Commission, the National Labor Relations Board or the Securities and Exchange Commission) or to cooperate with any investigation by any governmental agency.
13.No Re-Employment
Executive understands that Executive’s employment with HFC is terminated on the Separation Date. Except as provided in Section 1(e), Executive agrees that Executive will not seek or accept employment with HFC and its subsidiaries and affiliates, including assignment to or on behalf of HFC as an independent contractor or through any third party, and HFC and its subsidiaries and affiliates have no obligation to consider Executive for any future employment or assignment.
14.Return of Property
Executive affirms that Executive will return, within a reasonable time after the Separation Date, to HFC in reasonable working order all Company Property, as described more fully below, except as may be authorized for items of personal or sentimental value. “Company Property” includes company-owned or leased equipment, supplies and documents, including computers and reasonably related equipment or other electronics. Such documents may include but are not limited to customer lists, financial statements, cost data, price lists, invoices, forms, passwords, electronic files and media, mailing lists, contracts, reports, manuals, personnel files, correspondence, business cards, drawings, employee lists or directories, lists of vendors, photographs, maps, surveys, and the like, including copies, notes or compilations made there from, whether such documents are embodied on “hard copies” or stored electronically or in any other medium. Executive further agrees that Executive will not retain any copies or duplicates of any such Company Property.
15.Internal Revenue Code Section 409A
This Transition Agreement is intended to provide payments that are in compliance with or exempt from the provisions of Section 409A of the U.S. Internal Revenue Code of 1986 (the “Code”) and related regulations and Treasury pronouncements (“Section 409A”) and the Transition Agreement shall be interpreted accordingly (it being understood that the payment of any reimbursement hereunder shall be made in a manner exempt from, or in compliance with, Section 409A pursuant to HFC’s reimbursement policies). Notwithstanding anything herein to the contrary, if on the date of Executive’s separation from service Executive is a “specified employee,” as defined in Section 409A, then any portion of any payments, benefits or other consideration under this Transition Agreement that are determined to be subject to the additional tax provided by Section 409A(a)(1)(B)
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of the Code if not delayed as required by Section 409A(a)(2)(B)(i) of the Code shall be delayed until the first day of the seventh month following Executive’s separation from service date (or, if earlier, Executive’s date of death) and shall be paid as a lump sum (without interest) on such date. Executive acknowledges and agrees that Executive has obtained no advice from HFC, or any of its officers, directors, employees, subsidiaries, affiliates, agents, attorneys or other representatives and that none of such persons or entities have made any representation regarding the tax consequences, if any, of Executive’s receipt of the payments, benefits and other consideration provided for in this Transition Agreement. Executive further acknowledges and agrees that Executive is personally responsible for the payment of all federal, state and local taxes that are due, or may be due, for any payments and other consideration received by Executive under this Transition Agreement.
16.Compensation Recovery Policy
Notwithstanding anything in this Transition Agreement to the contrary, Executive acknowledges and agrees that this Transition Agreement and any compensation described herein are subject to the terms and conditions of HFC’s clawback provisions, policy or policies (if any), respectively, as may be in effect from time to time, including its Misconduct Compensation Recovery Policy or any other policies specifically to implement Section 10D of the Securities Exchange Act of 1934, as amended, and any applicable rules and regulations of any national securities exchange on which such Company’s shares at any point may be traded (collectively, the “Compensation Recovery Policy”). Applicable sections of this Transition Agreement and any related documents shall be deemed superseded by and subject to (as applicable) the terms and conditions of the Compensation Recovery Policy from and after the effective date thereof. Further, Executive agrees to fully cooperate with HFC in connection with any of Executive’s obligations to HFC pursuant to the Compensation Recovery Policy, and agrees that HFC may enforce its rights under the Compensation Recovery Policy through any and all reasonable means permitted under applicable law as it deems necessary or desirable under the Compensation Recovery Policy, in each case from and after the effective dates thereof.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, Executive and HFC have executed this Transition Agreement as of the dates set forth below.
EXECUTIVE /s/ James Snee James Snee Date: January 9, 2025 HORMEL FOODS CORPORATION By: /s/ Stephen Lacy Name: Stephen Lacy Title: Compensation Committee Chair Date: January 9, 2025 | |||||
[Signature Page to Retirement and Transition Agreement]
Exhibit A
Consulting Agreement
[See Attached]
CONSULTING AGREEMENT
This Consulting Agreement (the “Agreement”), dated as of the date of the last signature to this Agreement and effective as of October 27, 2025 (the “Effective Date”), is entered into by and between James Snee (the “Consultant”), and Hormel Foods Corporation (the “Client”), located at 1 Hormel Place, Austin, MN 55912-3680. Each of the Consultant and the Client are hereby a “Party” and together, the “Parties.”
WHEREAS, the Consultant provides consulting services;
WHEREAS, the Client and its Board of Directors (the “Board”) wish to benefit from certain skills and abilities of Consultant;
WHEREAS, as of the Effective Date, Consultant is a former employee of the Client and is ready and willing to provide consulting services, for and on behalf of the Consultant, to the Client and the Board to facilitate the leadership transition to a successor President and Chief Executive Officer of Hormel Foods Corporation (“HFC”) following Consultant’s retirement from HFC; and
WHEREAS, during the period when the Consultant provides such services to the Client and the Board, the Consultant will be provided with access to HFC’s trade secrets and confidential information.
NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Client and the Consultant agree as follows:
1.SERVICES.
A.The Consultant agrees to provide to the Client and its affiliates, and the Board, the consulting services listed on Appendix A attached hereto (the “Services”), on the terms and conditions set forth in this Agreement, during the Term (as defined in Section 8). The term “affiliates” means, with respect to any Party, any entities that directly or indirectly control, are controlled by, or are under the same control as, such Party or any other entities affiliated with such Party or entities. In the provision of the Services, the Consultant shall provide the Services during such hours as may be mutually agreed upon by the Parties, with no implied minimum service requirement. The Consultant shall provide the Services in a diligent manner and to the best of the Consultant’s ability, and the Consultant shall promptly and faithfully comply with all lawful and reasonable requests that may be made by the Client. Consultant acknowledges that Client is engaging Consultant in reliance upon Consultant’s representation that the Services will be performed by Consultant.
B.The Consultant shall be solely responsible for, and shall have sole control over, the means, methods, techniques, sequences, and procedures used in providing the
Services. The Client shall provide the Consultant with access to its premises, materials, information, and systems to the extent necessary for the performance of the Services, but the Client shall neither have control over nor be responsible for the means, methods, techniques, sequences, or procedures used by the Consultant in performing the Services.
C.The Parties agree that, based on the expected service requirement under this Agreement, upon Consultant’s termination of employment with the Client prior to the Effective Date, Consultant experienced a “separation from service” within the meaning of Treasury Regulation 1.409A-1(h).
D.The Services shall be considered provided by the Consultant under, in accordance with, and pursuant to the terms of this Agreement only if and to the extent that Consultant signs and does not revoke the Release in accordance with (and as defined in) the Retirement and Transition Agreement between the Parties, effective as of January 9, 2025 (the “Transition Agreement”). This Agreement will be considered void ab initio and Consultant will not be entitled to any payments or benefits hereunder if (A) Consultant does not execute the Release in accordance with the Transition Agreement or revokes the Release, or (B) Consultant does not remain employed with the Client through October 26, 2025.
2.CONSULTING COMPENSATION. All of the benefits provided under this Section 2, including the Consulting Fee, FY26 AIP, and FY27 AIP (each as defined below), will be known as the “Consulting Compensation” and will be provided to the Consultant during the Term.
A.Monthly Fee. The Client shall compensate the Consultant for the Services with a fixed monthly fee of $111,111.11, payable for each month during the Term in arrears, exclusive of any actual, reasonable, and documented out-of-pocket fees or expenses incurred in connection with providing the Services (“Expenses”), with each such payment made within 5 business days of the last business day of each month during the Term (the “Consulting Fee”). If the Consultant is unable to continue to provide the Services for any period due to Consultant’s death or disability, then the Consultant shall not be entitled to receive any Consulting Fee for such period. Except as provided in this Agreement, Consultant will not be eligible to participate as an active employee in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or compensation or benefit plans offered by the Client to their employees.
B.Annual Incentive Plan. Consultant will participate in Client’s Annual Incentive Plan (“AIP”) in accordance with the AIP terms as such programs are otherwise in effect for executives of the Client but subject to the following terms:
i.Fiscal Year 2026. Consultant’s target opportunity under the AIP for fiscal year 2026 will be $1,850,000 (the “FY26 AIP”). Consultant shall receive payment for the FY26 AIP based on the greater of (a) actual performance
for the full fiscal year 2026 and (b) target performance for fiscal year 2026, in each case prorated for the number of days during the performance period that this Agreement remains in effect. The Consultant’s award under the FY26 AIP will be paid to Consultant at the same time as payments are made to executives of Client but no later than 90 days following the last day of Client’s fiscal year 2026.
ii.Fiscal Year 2027. Consultant’s target opportunity under the AIP for fiscal year 2027 will be $1,850,000 (the “FY27 AIP”). Consultant shall receive payment for the FY27 AIP based on the greater of (a) actual performance for the full fiscal year 2027 and (b) target performance for fiscal year 2027, in each case prorated for the number of days during the performance period that this Agreement remains in effect. The Consultant’s award under the FY27 AIP will be paid to Consultant at the same time as payments are made to executives of Client but no later than 90 days following the last day of Client’s fiscal year 2027.
C.Equity Award. The Client shall provide the Consultant with a grant of non-qualified stock options (“Options”) and restricted stock units (“RSUs”) during fiscal year 2026 (together, the grants of Options and RSUs for fiscal year 2026, the “FY 2026 Grant”), subject to Board approval and the terms of the applicable plan document under which such grants are made, with a grant date fair value of $1,500,000 for the Options and $1,500,000 for the RSUs. The FY 2026 Grant shall be granted at the same time as the fiscal year 2026 awards provided to the Client’s senior executive officers, will vest in full on the 18-month anniversary of the Separation Date (as defined in the Transition Agreement) and will otherwise be subject to the terms of the Equity Plan (as defined in the Transaction Agreement) and applicable award agreements, which will not include accelerated vesting upon retirement.
3.EXPENSES. The Client agrees to reimburse the Consultant for Expenses. All undisputed Expenses will be paid within 45 days of the Client's receipt of the documents evidencing such Expenses. If any reimbursement provided by the Client pursuant to this Agreement would constitute deferred compensation for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, such reimbursement shall be subject to the following rules: (A) the amount eligible for reimbursement during any calendar year may not affect the expenses eligible for reimbursement, or the in-kind benefits provided, in any other calendar year; (B) any reimbursement shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (C) the Consultant’s right to reimbursement is not subject to liquidation or exchange for cash or another benefit.
4.WITHHOLDINGS. The Consultant acknowledges that Consultant will be solely responsible for any taxes that may be imposed on the Consultant, as applicable, as a result of the compensation under this Agreement, including any taxes under Section 409A of the Internal Revenue Code of 1986, as amended. Consultant also acknowledges and agrees that, during the
Term, Consultant will not be treated as an employee of the Company or any of its affiliates for purposes of federal, state, local or foreign income tax withholding, nor unless otherwise specifically provided by law, for purposes of the Federal Insurance Contributions Act, the Social Security Act, the Federal Unemployment Tax Act or any Worker's Compensation law of any state or country and for purposes of benefits provided to employees of the Company or any of its affiliates under any employee benefit plan. Consultant acknowledges and agrees that as an independent contractor, Consultant will be required to pay any applicable taxes on the compensation paid to Consultant under this Agreement. The Consultant also agrees to indemnify the Client and its affiliates to the extent that the Client and/or any of its affiliates incurs any taxes, fees or penalties reasonably related to the provision of such compensation under this Agreement (or any reasonable legal fees reasonably incurred in connection with such incurrence of such taxes, fees or penalties). Client has not made any representations or guarantees regarding the tax result for the Consultant with respect to any income recognized by the Consultant in connection with this Agreement or any amounts payable under this Agreement.
5.CONFIDENTIALITY. During and following the term of this Agreement, the Consultant will keep confidential all Confidential Information (defined below) of the Client and its affiliates, as applicable, use such Confidential Information solely in connection with providing the Services and not disclose any such Confidential Information to any other person other than the Client and its affiliates, except to the extent disclosure is required by law. “Confidential Information” means all information relating to the business, operations, assets, liabilities, plans, prospects and affairs regarding the Client or its affiliates, that is disclosed to the Consultant, regardless of whether such information is in oral, visual, electronic, written, or other form and whether or not it is identified as “confidential.” Confidential Information does not include any information that is or becomes generally available to the public other than as a result of disclosure by the Consultant or is or becomes available to the Consultant on a non-confidential basis by any person who is not bound by any obligation to keep such information confidential. Further, nothing in this Agreement, nor any Client policy or individual agreement between the Client and Consultant, prevents the Consultant from providing, without prior notice to the Client, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations (including the Client’s past or future conduct), engaging in any future activities protected under the whistleblower statutes administered by any government agency (e.g., EEOC, NLRB, SEC, etc.), or receiving a monetary award from a government-administered whistleblower award program for providing information directly to a government agency. The Client nonetheless asserts and does not waive its attorney-client privilege over any information appropriately protected by privilege. The Client will take reasonable steps to provide confidential treatment that is reasonably comparable to that described in this Section 5 for any confidential information of the Consultant that is actually received by the Client.
6.ADHERENCE TO POLICIES. The Consultant will ensure that the Services are provided in a manner consistent with Client's applicable policies (collectively such policies, the “Policies”) that are reasonably known to (or should be known to) Consultant or about which Consultant is reasonably aware (or should be reasonably aware) as of the Effective Date. The Consultant will disclose to the Client any actual or potential “conflict of interest” that may arise
vis-à-vis the Services. The Consultant will comply with reasonable requests by the Client for additional information related to such actual and/or potential conflicts and acknowledges that the Client may seek to mitigate any such actual and/or potential conflict in its sole discretion consistent with the principles set out in the Policies.
7.INDEMNIFICATION. The Client agrees to indemnify and save harmless the Consultant from and against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the Consultant in respect of any civil, criminal, administrative, investigative, or other proceeding in which the Consultant is involved solely because of the Consultant’s provision of the Services to the Client or its affiliates on or after the Effective Date (other than any such civil, criminal, administrative, investigative, or other proceedings that relate primarily to any taxes, fees, or penalties reasonably related to the provision of compensation and benefits under this Agreement (or any reasonable legal fees reasonably incurred in connection with such taxes, fees or penalties)). Such indemnification under the first sentence of this paragraph shall be made only if the Consultant: (A) acted honestly and in good faith; and (B) in the case of a criminal or administrative proceeding that is enforced by a monetary penalty, the Consultant had reasonable grounds for believing that his conduct was lawful. Similarly, the Consultant agrees to indemnify and save harmless the Client and its affiliates from and against all costs, charges, and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the Client and its affiliates in respect of any civil, criminal, administrative, investigative, or other proceeding in which the Client or its affiliates is involved solely because of the Consultant’s provision of the Services to the Client or its affiliates on or after the Effective Date. Such indemnification under the third sentence of this paragraph shall be made only if the Client and its affiliates: (X) acted honestly and in good faith; and (Y) in the case of a criminal or administrative proceeding that is enforced by a monetary penalty, the Client and its affiliates had reasonable grounds for believing that its conduct was lawful.
8.TERM AND TERMINATION. This Agreement takes effect on October 27, 2025 and shall continue thereafter until the 18-month anniversary of the Effective Date, unless terminated in accordance with the provisions herein (the “Term”). Any extension of the Term will be subject to mutual written agreement between the Client and the Consultant.
A.This Agreement may be terminated by the Client or the Consultant, effective immediately upon written notice to the other Party, if the other Party materially breaches this Agreement or the Transition Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the other Party does not cure such breach within 5 business days after receipt of written notice of such breach. No further Consulting Compensation shall be due or payable to Consultant if Client properly terminates this Agreement under this Section 8A. If Consultant properly terminates this Agreement pursuant to this Section 8A, Client shall remain responsible for paying the Consulting Compensation through the 18-month anniversary of the Effective Date on the timeline provided for in this Agreement.
B.This Agreement may be terminated by the Consultant with 60 days of written notice to the Client where there is no material breach of the Agreement. If Consultant properly terminates this Agreement under this Section 8B, no further Consulting Compensation shall thereafter be due or payable.
C.This Agreement may be terminated by the Client with 60 days of written notice to the Consultant where there is no material breach of the Agreement. If Client properly terminates this Agreement pursuant to this Section 8C, Client shall remain responsible for paying the Consulting Compensation through the 18-month anniversary of the Effective Date on the timeline provided for in this Agreement.
D.Upon expiration or termination of this Agreement for any reason, or at any other time upon the Client’s written request, the Consultant shall promptly after such expiration or termination: (X) deliver to the Client all materials, equipment and other property provided for Consultant or the Consultant’s use by the Client; and (Y) deliver to the Client all tangible documents and other media, including any copies containing, reflecting, incorporating or based on Confidential Information.
9.INDEPENDENT CONTRACTOR. The Consultant is providing the Services pursuant to this Agreement as an independent contractor to the Client, and (as of October 27, 2025) the Consultant is not an employee of the Client or any of its affiliates. The Consultant shall have no authority to enter into contracts or to incur any other legally binding commitment on behalf of the Client or the Board, and the Consultant shall not hold himself out or permit himself to be held out as having authority to do or say anything on behalf of the Client or the Board.
10.INTELLECTUAL PROPERTY. The Client is and shall be, the sole and exclusive owner of all right, title, and interest throughout the world in and to all the results and proceeds of the Services performed by the Consultant in any report or otherwise, including all patents, copyrights, trademarks, trade secrets, and other intellectual property rights therein. The Consultant acknowledges and agrees that any and all results and proceeds of the Services that may qualify as “work made for hire” as defined in the Copyright Act of 1976 (17 U.S.C. § 101) are hereby deemed “work made for hire” for the Client and all copyrights therein shall automatically and immediately vest in the Client. To the extent that any results and proceeds of the Services do not constitute “work made for hire,” the Consultant hereby irrevocably assigns to the Client and its successors and assigns, for no additional consideration, the Consultant’s entire right, title, and interest in and to such results and proceeds and all intellectual property rights therein. The Client is, and will remain, the sole and exclusive owner of all right, title, and interest in and to any documents, specifications, data, know-how, methodologies, software, and other materials provided to the Consultant by the Client (the “Client Materials”) and all intellectual property rights therein. The Consultant shall have no right or license to reproduce or use any of the Client Materials except solely during the Term to the extent necessary to perform the Consultant’s obligations under this Agreement. All other rights in and to the Client Materials are expressly reserved by the Client.
11.MATERIAL BREACH. The Consultant agrees that, in the event of any material breach of Section 4, 5, or 6 of this Agreement, the Client will be entitled to equitable and/or injunctive relief and, because the damages for such a breach will be impossible or impractical to determine and will not therefore provide a full and adequate remedy, the Client or (as applicable) any and all past, present or future parents, subsidiaries, and affiliates of the Client (the “Client Entities”) will also be entitled to specific performance of such requirements by the Consultant. No amount owing to the Consultant under this Agreement shall be subject to set-off or reduction by reason of any claims that the Client has or may have against the Consultant. Failure by either Party to this Agreement to enforce any term or condition of this Agreement at any time shall not preclude such Party from enforcing such term or condition, or any other provision of the Agreement, at a later time.
12.AMENDMENT; WAIVER. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by each of the Consultant and the Client. Nothing in this Agreement shall be binding upon the Parties to this Agreement to the extent it is void or unenforceable for any reason, including, without limitation, as a result of any law regulating competition or proscribing unlawful business practices; provided, however, that to the extent that any provision in this Agreement could be modified to render it enforceable under applicable law, it shall be deemed so modified and enforced to the fullest extent allowed by law.
13.COMPENSATION RECOVERY POLICY. Notwithstanding anything in this Agreement to the contrary, the Consultant acknowledges and agrees that this Agreement and any compensation described herein are subject to the terms and conditions of the Client’s clawback provisions, policy or policies (if any), respectively, as may be in effect from time to time, including its Misconduct Compensation Recovery Policy or any other policies specifically to implement Section 10D of the Securities Exchange Act of 1934, as amended, and any applicable rules and regulations of any national securities exchange on which such Company’s shares at any point may be traded (collectively, the “Compensation Recovery Policy”). Applicable sections of this Agreement and any related documents shall be deemed superseded by and subject to (as applicable) the terms and conditions of the Compensation Recovery Policy from and after the effective date thereof. Further, the Consultant agrees to fully cooperate with the Client in connection with any of the Consultant’s obligations to the Client pursuant to the Compensation Recovery Policy, and agrees that the Client may enforce its rights under the Compensation Recovery Policy through any and all reasonable means permitted under applicable law as it deems necessary or desirable under the Compensation Recovery Policy, in each case from and after the effective dates thereof.
14.ARBITRATION. Any and all disputes arising out of or in any way relating to this Agreement shall be submitted to binding arbitration before an arbitrator mutually agreed to by the parties and conducted in accordance with the Rules of the American Arbitration Association.
15.GOVERNING LAW. All issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement, including any claims relating to or
arising out of this agreement, shall be governed by and construed in accordance the laws of the State of Minnesota without regard to its conflict of laws principles.
16.COMPLETE AGREEMENT; SURVIVABILITY. This Agreement, the Release, and the Transition Agreement embody the complete agreement and understanding between the Client and the Consultant with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements, or representations by or between the Parties, written or oral, that may have related to the subject matter hereof in any way. The provisions of Sections 4-8 and 10-13 of this Agreement shall remain in full force and effect, as applicable, notwithstanding the expiration or early termination of this Agreement. In the event of litigation between the Client and the Consultant related solely and exclusively to this Agreement, the non-prevailing Party shall reimburse the prevailing Party (as determined by the adjudicator) for any costs and expenses (including, without limitation, reasonable attorneys’ fees) reasonably incurred by the prevailing Party in connection therewith.
17.ASSIGNMENT. The Consultant shall not assign any rights or delegate or subcontract any obligations under this Agreement, nor shall Consultant permit the Services to be performed by someone other than Consultant, without the Client’s prior written consent. Any assignment in violation of the foregoing shall be deemed null and void. The Client may freely assign its rights and obligations under this Agreement at any time with reasonable notice to Consultant. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding on, and be enforceable against each of the Parties hereto and their respective successors and permitted assigns.
18.NOTICES. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the Parties at the address set forth on the first page of this Agreement if to the Client or to the address most recently on file with the Client if to the Consultant (or to such other address that may be designated by the receiving Party from time to time in accordance with this Section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), email, facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only if the receiving Party has received the Notice, and the Party giving the Notice has complied with the requirements of this Section.
19.COUNTERPARTS. This Agreement may be executed in multiple counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.
* * * * * *
IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the date first written above.
HORMEL FOODS CORPORATION
_________________________________
Name:
Title:
Date:
CONSULTANT
_________________________________
Name: James Snee
APPENDIX A
Services
Supporting and performing various tasks and responsibilities related to the transition of Hormel Foods Corporation’s President and Chief Executive Officer position to a permanent successor (collectively, the “Services”).
Exhibit B
Release
This Release (the “Release”) is between Hormel Foods Corporation (“HFC”) and James Snee (“Executive”), in favor of HFC and its affiliates (meaning any entities that directly or indirectly control, are controlled by, or are under the same control as, HFC or any other entities affiliated with HFC or such entities), in consideration of the benefits provided to Executive and to be received by Executive from HFC as described in the Retirement and Transition Agreement between HFC and Executive dated as of the applicable date referenced therein (the “Transition Agreement”). Capitalized terms used herein without definition have the meanings ascribed to such terms in the Transition Agreement.
By signing this Release, Executive and HFC hereby agree as follows:
1.Waiver and Release of Claims by Executive
(a) General Release by Executive. In exchange for and in consideration of certain payments, benefits and other commitments described in the Transition Agreement and in addition to Executive’s other consideration expressed herein, Executive, on Executive’s own behalf and on behalf of Executive’s heirs, executors, administrators and assigns, hereby FULLY RELEASES, REMISES, ACQUITS AND FOREVER DISCHARGES the Released Persons (as defined below), jointly and severally, of and from all known and unknown claims, promises, causes of action, charges, complaints, demands, liabilities, obligations, agreements, controversies, damages, suits, entitlements, costs, losses, debts and expenses (including attorneys’ fees and legal expenses) or similar rights of any type that Executive currently may have (“Claims”) with respect to HFC, all of its current and former parents, subsidiaries, affiliates, divisions, partnerships or joint ventures and, with respect to each of them, their predecessors, successors and assigns; and, with respect to each such entity, all of its past, present and future employees, officers, directors, stockholders, owners, representatives, assigns, attorneys, agents, insurers, employee benefit programs (and the trustees, administrators, fiduciaries and insurers of such programs) and any other persons acting by, through, under or in concert with any of the persons or entities listed in this subsection and their successors (collectively, the “Released Persons”) that Executive may now have, has ever had, or hereafter may have, arising out of or relating to Executive’s employment with HFC or the termination of such employment, or any circumstances related thereto up to the date of this Release. Claims may include, but are not limited to, claims for wages, severance, back pay, front pay, commissions, bonuses, overrides, reimbursement, reinstatement, any kind of damages or benefits. Executive also releases any and all Claims Executive may have that arose prior to the date of this Release and hereby specifically waives and releases all Claims under the following statutes, all as amended, and any and all state or local statutes, ordinances or regulations, including without limitation all Minnesota laws, ordinances and regulations, as well as all Claims
arising under federal, state or local law, involving any tort, employment law, contract Claim, whether based upon an express or implied contract, or statutory claim, as well as any Claim under public policy or any other Claim of any nature, including the following:
(i) Title VII of the Civil Rights Act of 1964;
(ii) the Age Discrimination in Employment Act (“ADEA”);
(iii) the Family and Medical Leave Act;
(iv) the Americans With Disabilities Act;
(v) the Equal Pay Act;
(vi) the Executive Retirement Income Security Act (“ERISA”);
(vii) the Civil Rights Act of 1991;
(viii) Section 1981 of U.S.C. Title 42;
(ix) the Worker Adjustment and Retraining Notification Act;
(x) the National Labor Relations Act;
(xi) the Immigration Reform and Control Act;
(xii) the Occupational Safety and Health Act;
(xiii) the Fair Credit Reporting Act;
(xiv) the Genetic Information Nondiscrimination Act of 2008;
(xv) the Minnesota Human Rights Act;
(xvi) the Minnesota Equal Pay for Equal Work Law;
(xvii) the Minnesota Whistleblower Act;
(xviii) the Minnesota Whistleblower Protection Laws;
(xix) the Minnesota Parental Leave Act; and
(xx) all other state and local laws of Minnesota that may be lawfully waived by agreement.
It is the express intent of the Parties that Executive’s waiver and release under this Release be as broad and applicable as legally permissible to all aspects of
Executive’s relationship to HFC including, but not limited to, Executive’s employment with HFC and Executive’s separation therefrom. The above release does not waive Claims (i) under the Transition Agreement, (ii) for unemployment or workers’ compensation, (iii) for vested rights under ERISA-covered employee benefit plans, (iv) that may arise after Executive signs this Release, (v) regarding Executive’s rights to indemnification under HFC’s Bylaws and directors’ and officers’ insurance policies in accordance with their terms as in effect from time to time, (vi) rights in respect of equity awards that are vested on or immediately following the Separation Date, including equity awards that vest in the ordinary course of business based on Executive’s continued service up to and including the Separation Date, which shall be treated in accordance with the terms of the applicable equity awards, and (vii) which cannot be released by private agreement, including as set forth in Section 4(d) of the Transition Agreement. Nothing in this Release shall prohibit Executive from instituting any action to challenge the validity of the release under the ADEA.
(b) Protected Rights. The terms of this Section 1 hereof are subject to Section 4(d) of the Transition Agreement.
(c) Certain Representations of Executive. Executive represents and warrants that: (i) Executive is the sole and lawful owner of all rights, titles and interests in and to the Claims released herein; and (ii) Executive has the legal right, power, authority and capacity to sign and deliver this Release.
2.No Claims Exist
Except as set forth in Section 4(d) of the Transition Agreement, Executive confirms that no Claim currently exists in any forum or form against any Released Person and that Executive has no current intention to bring such any Claims. In the event that any such Claim is filed, Executive shall not be entitled to recover any relief or recovery therefrom, including costs and attorneys’ fees, except as set forth in Section 4(d) of the Transition Agreement.
(a) Executive also affirms that, except as otherwise provided in this Release or the Transition Agreement, Executive has been paid and/or has received all compensation, wages, bonuses, commissions and/or benefits to which Executive may be entitled. Executive affirms that Executive has been granted any leave to which Executive was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws.
(b) Executive further affirms that Executive has no known workplace injuries or occupational diseases.
(c) Both Parties acknowledge that this Release does not limit either Party’s right, where applicable, to file or participate in an investigative proceeding of any federal, state or local governmental agency. However, Executive waives and
releases, to the fullest extent legally permissible, all entitlement to any form of monetary relief arising from a charge Executive or others may file, including without limitation any costs, expenses or attorneys’ fees. Executive understands that this waiver and release of monetary relief would not affect an enforcement agency’s ability to investigate a charge or to pursue relief on behalf of others. Notwithstanding the foregoing, Executive will not give up Executive’s right to any monetary award offered by the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended, the Dodd-Frank Wall Street Reform and Consumer Protection Act or The Sarbanes-Oxley Act of 2002.
(d) Executive affirms that all of HFC’s decisions regarding Executive’s pay and benefits through the date of Executive’s execution of this Release were not discriminatory based on age, disability, race, color, sex, religion, national origin or any other classification protected by law.
3.Knowing and Voluntary Waiver
In compliance with the requirements of the Older Workers’ Benefit Protection Act, Executive acknowledges by Executive’s signature below that, with respect to the rights and claims waived and released in this Release under the ADEA, Executive specifically acknowledges and agree as follows: (a) Executive has read and understands the terms of this Release; (b) Executive has been advised by HFC and hereby is advised, and has had the opportunity, to consult with an attorney before signing this Release; (c) the Release is written in a manner understood by Executive; (d) Executive is releasing HFC and the other Company Released Parties from, among other things, any claims that Executive may have against them pursuant to the ADEA; (e) the releases contained in this Release do not cover rights or claims that may arise after Executive signs this Release; (f) Executive will receive valuable consideration in exchange for the Release other than amounts Executive would otherwise be entitled to receive; (g) Executive has been given a period of at least 21 days in which to consider and execute this Release (although Executive may elect not to use the full consideration period at Executive’s option); (h) Executive may revoke this Release during the fifteen-day period following the date on which Executive signs this Release, and this Release will not become effective and enforceable until the fifteen-day revocation period has expired; and (i) any such revocation must be submitted in writing to HFC c/o Legal Department, Hormel Foods Corporation, 1 Hormel Place, Austin, MN 55912-3680, prior to the expiration of such fifteen-day revocation period. If Executive revokes this Release within such fifteen-day revocation period, it shall be null and void and HFC will have no obligations under this Release, the Transition Agreement or the Consulting Agreement, including certain payment of money and benefits as set forth therein but the termination of Executive’s employment with HFC will not be affected.
4.Additional Agreements and Understandings
Even though HFC is providing payments and benefits to Executive to settle and release Executive’s actual or potential Claims, HFC denies that it is responsible or legally obligated to Executive for Executive’s Claims.
5.Files and Property
Executive verifies that Executive has not removed from HFC any Company Property and that Executive has returned to HFC all Company Property in Executive’s possession or otherwise within Executive’s control.
6.Entire Agreement
This Release, the Transition Agreement, the Consulting Agreement and the documents referenced therein contain the entire agreement between Executive and HFC regarding the matters described therein, and take priority over any other written or oral understanding or agreement that may have existed in the past regarding the matters described therein. Executive acknowledges that no other promises or agreements have been offered for this Release (other than those described above) and that no other promises or agreements will be binding unless they are in writing and signed by Executive and HFC. Should any provision of this Release be declared by a court of competent jurisdiction to be illegal, void, or unenforceable, the remaining provisions shall remain in full force and effect; provided, however, that upon a finding that the Release, in whole or part, is illegal, void, or unenforceable, Executive shall be required to execute a release that is legal and enforceable. Except as otherwise explicitly provided, this Release will be interpreted and enforced in accordance with the laws of the State of Minnesota, and the Parties hereto, including their successors and assigns, consent to the jurisdiction of the state and federal courts of Minnesota.
[SIGNATURE PAGE FOLLOWS]
I agree to the terms and conditions set forth in this Release.
JAMES SNEE
____________________________
Date: _______________________
EXHIBIT 31.1
CERTIFICATION REQUIRED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, James P. Snee, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Hormel Foods Corporation for the period ended January 26, 2025;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: February 27, 2025 | /s/ JAMES P. SNEE | |||||||
| JAMES P. SNEE | ||||||||
| President and Chief Executive Officer | ||||||||
1
EXHIBIT 31.2
CERTIFICATION REQUIRED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jacinth C. Smiley, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Hormel Foods Corporation for the period ended January 26, 2025;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: February 27, 2025 | /s/ JACINTH C. SMILEY | |||||||
| JACINTH C. SMILEY | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
1
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Hormel Foods Corporation (the “Company”) on Form 10-Q for the period ended January 26, 2025, as filed with the Securities and Exchange Commission (the “Report”), the undersigned hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: February 27, 2025 | /s/ JAMES P. SNEE | ||||
| JAMES P. SNEE | |||||
| President and Chief Executive Officer | |||||
| Dated: February 27, 2025 | /s/ JACINTH C. SMILEY | ||||
| JACINTH C. SMILEY | |||||
| Executive Vice President and Chief Financial Officer | |||||
1