HRL 10-Q Quarterly Report July 27, 2025

HORMEL FOODS CORP /DE/

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hrl-20250727

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 27, 2025


☐			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

HORMEL FOODS CORPORATION

(Exact name of registrant as specified in its charter)


Delaware						41-0319970
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


1 Hormel Place , Austin Minnesota						55912-3680
(Address of principal executive offices)						(Zip Code)

( 507 ) 437-5611

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock

$0.01465

par value

HRL

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class	Outstanding at August 24, 2025
Common Stock	$0.01465	par value	549,998,433
Common Stock Nonvoting	$0.01	par value	0

Table of Contents

TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
	Consolidated Statements of Operations	3
	Consolidated Statements of Comprehensive Income	4
	Consolidated Statements of Financial Position	5
	Consolidated Statements of Changes in Shareholders ’ Investment	6
	Consolidated Condensed Statements of Cash Flows	8
	Notes to the Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
	Results of Operations	21
	Overview	21
	Consolidated Results	22
	Segment Results	24
	Related Party Transactions	27
	Non-GAAP Measures	27
	Liquidity and Capital Resources	30
	Critical Accounting Estimates	32
	Forward-looking Statements	32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	33
PART II - OTHER INFORMATION		34
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults Upon Senior Securities	34
Item 4.	Mine Safety Disclosures	34
Item 5.	Other Information	34
Item 6.	Exhibits	35
SIGNATURES		36

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

HORMEL FOODS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited


	Quarter Ended				Nine Months Ended
In thousands, except per share amounts	July 27, 2025		July 28, 2024		July 27, 2025		July 28, 2024
Net Sales	$	3,032,876	$	2,898,443	$	8,920,499	$	8,782,706
Cost of Products Sold	2,545,567		2,410,075		7,473,524		7,281,798
Gross Profit	487,309		488,369		1,446,975		1,500,908
Selling, General, and Administrative	258,713		259,653		773,158		766,707

Equity in Earnings of Affiliates	11,153		7,977		42,614		39,250
Operating Income	239,748		236,693		716,430		773,452

Interest and Investment Income	16,227		10,484		27,084		43,416
Interest Expense	19,461		21,459		58,438		61,464
Earnings Before Income Taxes	236,514		225,719		685,076		755,404
Provision for Income Taxes	52,818		48,984		151,107		170,733
Net Earnings	183,696		176,735		533,968		584,671
Less: Net Earnings (Loss) Attributable to Noncontrolling Interest	( 46 )		34		( 366 )		( 170 )
Net Earnings Attributable to Hormel Foods Corporation	$	183,742	$	176,701	$	534,334	$	584,842

Net Earnings Per Share
Basic	$	0.33	$	0.32	$	0.97	$	1.07
Diluted	$	0.33	$	0.32	$	0.97	$	1.07

Weighted-average Shares Outstanding
Basic	550,408		548,685		550,048		547,858
Diluted	550,723		549,266		550,396		548,624

See Notes to the Consolidated Financial Statements

Table of Contents

HORMEL FOODS CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Unaudited


	Quarter Ended				Nine Months Ended
In thousands	July 27, 2025		July 28, 2024		July 27, 2025		July 28, 2024
Net Earnings	$	183,696	$	176,735	$	533,968	$	584,671
Other Comprehensive Income (Loss), Net of Tax:
Foreign Currency Translation	16,772		( 29,075 )		( 38,427 )		( 36,931 )
Pension and Other Benefits	2,523		2,008		7,431		6,205
Derivatives and Hedging	( 1,190 )		( 18,601 )		10,788		( 1,397 )
Equity Method Investments	5,756		( 6,770 )		8,132		( 10,330 )
Total Other Comprehensive Income (Loss)	23,861		( 52,438 )		( 12,075 )		( 42,453 )
Comprehensive Income	207,557		124,297		521,893		542,218
Less: Comprehensive Income (Loss) Attributable to Noncontrolling Interest	221		( 357 )		( 766 )		( 502 )
Comprehensive Income Attributable to Hormel Foods Corporation	$	207,337	$	124,653	$	522,660	$	542,720

See Notes to the Consolidated Financial Statements

Table of Contents

HORMEL FOODS CORPORATION

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

Unaudited


In thousands, except share and per share amounts	July 27, 2025		October 27, 2024
Assets
Cash and Cash Equivalents	$	599,189	$	741,881
Short-term Marketable Securities	31,480		24,742
Accounts Receivable (Net of Allowance for Doubtful Accounts of $ 3,660 at July 27, 2025, and $ 3,712 at October 27, 2024)	764,338		817,908
Inventories	1,821,860		1,576,300
Taxes Receivable	50,559		50,380
Prepaid Expenses and Other Current Assets	55,064		35,265

Total Current Assets	3,322,490		3,246,476


Goodwill	4,923,218		4,923,487
Intangible Assets	1,721,487		1,732,705
Pension Assets	192,123		205,964
Investments in Affiliates	698,632		719,481
Other Assets	426,068		411,889
Property, Plant, and Equipment
Land	74,411		75,159
Buildings	1,506,306		1,503,519
Equipment	2,940,137		2,905,058
Construction in Progress	330,408		228,726
Less: Allowance for Depreciation	( 2,638,553 )		( 2,517,734 )
Net Property, Plant, and Equipment	2,212,709		2,194,728
Total Assets	$	13,496,726	$	13,434,729
Liabilities and Shareholders’ Investment
Accounts Payable	$	707,753	$	735,604

Accrued Expenses	59,036		66,380
Accrued Marketing Expenses	117,328		108,156
Employee-related Expenses	251,860		283,490
Interest and Dividends Payable	174,361		175,941
Taxes Payable	28,454		21,916
Current Maturities of Long-term Debt	6,740		7,813
Total Current Liabilities	1,345,531		1,399,299
Long-term Debt Less Current Maturities	2,850,165		2,850,944
Pension and Post-retirement Benefits	386,554		379,891
Deferred Income Taxes	595,066		589,366
Other Long-term Liabilities	226,316		211,219
Shareholders’ Investment
Preferred Stock, Par Value $ 0.01 a Share — Authorized 160,000,000 Shares; Issued — None	—		—
Common Stock, Nonvoting, Par Value $ 0.01 a Share — Authorized 400,000,000 Shares; Issued — None	—		—
Common Stock, Par Value $ 0.01465 a Share — Authorized 1,600,000,000 Shares; Shares Issued as of July 27, 2025: 549,998,398 Shares Issued as of October 27, 2024: 548,605,305	8,057		8,037
Additional Paid-in Capital	617,598		571,178
Accumulated Other Comprehensive Loss	( 275,006 )		( 263,331 )
Retained Earnings	7,732,618		7,677,537
Hormel Foods Corporation Shareholders’ Investment	8,083,268		7,993,420
Noncontrolling Interest	9,824		10,590
Total Shareholders’ Investment	8,093,092		8,004,011
Total Liabilities and Shareholders’ Investment	$	13,496,726	$	13,434,729

See Notes to the Consolidated Financial Statement s

Table of Contents

HORMEL FOODS CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ INVESTMENT

Unaudited


	Quarter Ended July 28, 2024
		Hormel Foods Corporation Shareholders
	Common Stock			Treasury Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Non-controlling Interest		Total Shareholders’ Investment
In thousands, except per share amounts	Shares	Amount		Shares	Amount
Balance at April 28, 2024	548,030	$	8,028	—	$	—	$	549,130	$	7,591,157	$	( 262,325 )	$	10,462	$	7,896,452
Net Earnings (Loss)									176,701				34		176,735
Other Comprehensive Income (Loss)											( 52,048 )		( 390 )		( 52,438 )


Stock-based Compensation Expense							5,107								5,107
Exercise of Stock-based Compensation Awards, Net of Withholding Taxes	299	4					6,321								6,325

Declared Dividends – $ 0.2825 per Share							291		( 155,248 )						( 154,957 )
Balance at July 28, 2024	548,329	$	8,033	—	$	—	$	560,849	$	7,612,610	$	( 314,373 )	$	10,106	$	7,877,225

	Quarter Ended July 27, 2025
		Hormel Foods Corporation Shareholders
	Common Stock			Treasury Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Non- controlling Interest		Total Shareholders’ Investment
In thousands, except per share amounts	Shares	Amount		Shares	Amount
Balance at April 27, 2025	549,888	$	8,056	—	$	—	$	614,189	$	7,708,693	$	( 298,601 )	$	9,604	$	8,041,941
Net Earnings (Loss)									183,742				( 46 )		183,696
Other Comprehensive Income (Loss)											23,595		266		23,861


Stock-based Compensation Expense	( 9 )	—					4,853								4,852
Exercise of Stock-based Compensation Awards, Net of Withholding Taxes	120	2					( 1,785 )								( 1,784 )

Declared Dividends – $ 0.2900 per Share							342		( 159,817 )						( 159,475 )
Balance at July 27, 2025	549,998	$	8,057	—	$	—	$	617,598	$	7,732,618	$	( 275,006 )	$	9,824	$	8,093,092

See Notes to the Consolidated Financial Statements

Table of Contents

HORMEL FOODS CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ INVESTMENT

Unaudited


	Nine Months Ended July 28, 2024
		Hormel Foods Corporation Shareholders
	Common Stock			Treasury Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Non-controlling Interest		Total Shareholders’ Investment
In thousands, except per share amounts	Shares	Amount		Shares	Amount
Balance at October 29, 2023	546,599	$	8,007	—	$	—	$	506,179	$	7,492,952	$	( 272,252 )	$	4,100	$	7,738,985
Net Earnings (Loss)									584,842				( 170 )		584,671
Other Comprehensive Income (Loss)											( 42,121 )		( 332 )		( 42,453 )
Contribution from Noncontrolling Interest													6,508		6,508

Stock-based Compensation Expense	52	1					20,110								20,112
Exercise of Stock-based Compensation Awards, Net of Withholding Taxes	1,677	24					33,760								33,784

Declared Dividends – $ 0.8475 per Share							800		( 465,183 )						( 464,383 )
Balance at July 28, 2024	548,329	$	8,033	—	$	—	$	560,849	$	7,612,610	$	( 314,373 )	$	10,106	$	7,877,225

	Nine Months Ended July 27, 2025
		Hormel Foods Corporation Shareholders
	Common Stock			Treasury Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Non- controlling Interest		Total Shareholders’ Investment
In thousands, except per share amounts	Shares	Amount		Shares	Amount
Balance at October 27, 2024	548,605	$	8,037	—	$	—	$	571,178	$	7,677,537	$	( 263,331 )	$	10,590	$	8,004,011
Net Earnings (Loss)									534,334				( 366 )		533,968
Other Comprehensive Income (Loss)											( 11,675 )		( 400 )		( 12,075 )


Stock-based Compensation Expense	45	1					21,386								21,387
Exercise of Stock-based Compensation Awards, Net of Withholding Taxes	1,348	20					24,038								24,057

Declared Dividends – $ 0.8700 per Share							996		( 479,252 )						( 478,257 )
Balance at July 27, 2025	549,998	$	8,057	—	$	—	$	617,598	$	7,732,618	$	( 275,006 )	$	9,824	$	8,093,092

See Notes to the Consolidated Financial Statements

Table of Contents

HORMEL FOODS CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

Unaudited


	Nine Months Ended
In thousands	July 27, 2025		July 28, 2024
Operating Activities
Net Earnings	$	533,968	$	584,671
Adjustments to Reconcile to Net Cash Provided by (Used in) Operating Activities:
Depreciation and Amortization	194,527		191,354
Equity in Earnings of Affiliates	( 42,614 )		( 39,250 )
Distributions Received from Equity Method Investees	38,847		32,997
Provision for Deferred Income Taxes	( 1,405 )		( 1,422 )
Non-cash Investment Activities	( 9,181 )		( 20,502 )
Stock-based Compensation Expense	21,387		20,112
Operating Lease Cost	30,473		27,869
Loss (Gain) on Sale of Business	10,800		—


Other Non-cash, Net	552		18,510
Changes in Operating Assets and Liabilities:
Decrease (Increase) in Accounts Receivable	53,942		89,428
Decrease (Increase) in Inventories	( 247,084 )		30,596
Decrease (Increase) in Prepaid Expenses and Other Assets	1,290		( 7,719 )
Increase (Decrease) in Pension and Post-retirement Benefits	30,356		32,042
Increase (Decrease) in Accounts Payable and Accrued Expenses	( 100,437 )		( 95,374 )
Increase (Decrease) in Net Income Taxes Payable	6,921		( 5,196 )
Net Cash Provided by (Used in) Operating Activities	522,345		858,117
Investing Activities
Net Sale (Purchase) of Securities	( 6,170 )		( 6,106 )
Proceeds from Sale of Business	13,139		—

Purchases of Property, Plant, and Equipment	( 219,444 )		( 172,656 )
Proceeds from Sales of Property, Plant, and Equipment	91		432
Proceeds from (Purchases of) Affiliates and Other Investments	( 3,283 )		( 6,681 )
Proceeds from Company-owned Life Insurance	10,676		8,112
Net Cash Provided by (Used in) Investing Activities	( 204,991 )		( 176,899 )
Financing Activities

Proceeds from Long-term Debt	—		497,765
Payment of Debt Issuance Costs	—		( 1,105 )
Repayments of Long-term Debt and Finance Leases	( 6,250 )		( 956,797 )
Dividends Paid on Common Stock	( 473,692 )		( 459,978 )

Proceeds from Stock-based Compensation Plans, Net of Withholding Taxes	24,057		33,784
Proceeds from Noncontrolling Interest	—		6,508
Net Cash Provided by (Used in) Financing Activities	( 455,884 )		( 879,823 )
Effect of Exchange Rate Changes on Cash	( 4,161 )		( 453 )
Increase (Decrease) in Cash and Cash Equivalents	( 142,692 )		( 199,057 )
Cash and Cash Equivalents at Beginning of Year	741,881		736,532
Cash and Cash Equivalents at End of Period	$	599,189	$	537,476

Supplemental Non-cash Financing and Investing Activities:
Purchases of Property, Plant, and Equipment Included in Accounts Payable	$	31,147	$	18,635

See Notes to the Consolidated Financial Statements

Table of Contents

HORMEL FOODS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Unaudited

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation: The accompanying unaudited consolidated financial statements of Hormel Foods Corporation (the Company) have been prepared in accordance with accounting principles generally accepted in the United States (U.S.) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include certain information and footnotes required by U.S. generally accepted accounting principles (GAAP) for comprehensive financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results and cash flows for the interim period are not necessarily indicative of the results that may be expected for the full year.

These statements should be reviewed in conjunction with the consolidated financial statements and associated notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 27, 2024. The significant accounting policies used in preparing these interim consolidated financial statements are consistent with those described in Note A - Summary of Significant Accounting Policies to the consolidated financial statements in the Form 10-K. The Company has determined there have been no material changes in the Company’s significant accounting policies, including estimates and assumptions, as disclosed in its Annual Report on Form 10-K for the fiscal year ended October 27, 2024.

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 subsequent interim periods thereafter. Early adoption is permitted and requires retrospective application to all prior periods presented in the financial statements. The Company will adopt the provisions of this ASU in the fourth quarter of fiscal 2025. The adoption is not expected to have a material effect on the Company’s financial condition or results.

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 annual 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. Subsequently, in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The new guidance is intended to provide investors more detailed disclosures around specific types of expenses. The new disclosures require certain details for expenses presented on the face of the Consolidated Statements of Operations as well as selling expenses to be presented in the notes to the financial statements. As clarified by ASU 2025-01, the guidance is effective for the Company's fiscal year ending October 29, 2028, and subsequent interim periods thereafter. The disclosure updates are required to be applied prospectively with the option for retrospective application. The Company is currently assessing the impact of adopting the updated guidance.

Recently issued accounting standards or pronouncements not disclosed have been excluded as they are currently not relevant to the Company.

Table of Contents

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 for Mountain Prairie, LLC were primarily reflected within the Retail segment through the date of divestiture.

NOTE C - GOODWILL AND INTANGIBLE ASSETS

Goodwill: The change in the carrying amount of goodwill for the nine months ended July 27, 2025, is:


In thousands	Retail		Foodservice		International		Total





Balance at October 27, 2024	$	2,916,796	$	1,748,355	$	258,336	$	4,923,487

Foreign Currency Translation	—		—		( 269 )		( 269 )
Balance at July 27, 2025	$	2,916,796	$	1,748,355	$	258,067	$	4,923,218

Intangible Assets: The intangible assets by type are:


	July 27, 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	$	143,139	$	( 76,047 )	$	67,092	$	168,239	$	( 93,536 )	$	74,703
Other Definite-lived Intangibles	59,451		( 23,505 )		35,946		59,241		( 20,107 )		39,134
Trade Names/Trademarks	6,210		( 6,210 )		—		6,210		( 5,996 )		214
Foreign Currency Translation	—		( 4,486 )		( 4,486 )		—		( 4,458 )		( 4,458 )
Total Definite-lived Intangible Assets	$	208,800	$	( 110,248 )	$	98,552	$	233,690	$	( 124,097 )	$	109,593
Indefinite-lived Intangible Assets
Brands/Trade Names/Trademarks					$	1,629,563					$	1,629,582
Other Indefinite-lived Intangibles					—						184
Foreign Currency Translation					( 6,628 )						( 6,655 )
Total Indefinite-lived Intangible Assets					1,622,935						1,623,112
Total Intangible Assets					$	1,721,487					$	1,732,705

Amortization expense on intangible assets is as follows:


	Quarter Ended				Nine Months Ended
In thousands	July 27, 2025		July 28, 2024		July 27, 2025		July 28, 2024
Amortization Expense	$	3,797	$	3,968	$	11,215	$	12,409

Estimated annual amortization expense on intangible assets for the five fiscal years after October 27, 2024, is as follows:


In thousands	Amortization Expense
2025	$	14,624
2026	14,169
2027	13,927
2028	12,972
2029	11,504

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NOTE D - INVESTMENTS IN AFFILIATES

Equity in Earnings of Affiliates consists of:


		Quarter Ended				Nine Months Ended
In thousands	% Owned	July 27, 2025		July 28, 2024		July 27, 2025		July 28, 2024
MegaMex Foods, LLC (1)	50 %	$	5,755	$	3,066	$	23,531	$	19,444
Other Equity Method Investments (2)	Various ( 25 - 45 %)	5,398		4,912		19,083		19,806
Total Equity in Earnings of Affiliates		$	11,153	$	7,977	$	42,614	$	39,250

(1) MegaMex Foods, LLC is reflected in the Retail segment.

(2) Other Equity Method Investments are primarily reflected in the International segment but also include corporate venturing investments.

Distributions received from equity method investees consists of:


	Quarter Ended				Nine Months Ended
In thousands	July 27, 2025		July 28, 2024		July 27, 2025		July 28, 2024
Dividends	$	12,703	$	7,266	$	38,847	$	32,997

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 July 27, 2025, basis differences of $ 303.7 million, which includes the impact of foreign currency translation, and $ 7.8 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 $ 248.9 million as of July 25, 2025.

NOTE E - INVENTORIES

Principal components of inventories are:


In thousands	July 27, 2025		October 27, 2024
Finished Products	$	1,102,248	$	881,295
Raw Materials and Work-in-Process	443,942		427,834
Operating Supplies	142,901		147,333
Maintenance Materials and Parts	132,769		119,837
Total Inventories	$	1,821,860	$	1,576,300

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 typically does not hedge its grain, natural gas, or diesel fuel exposure beyond two 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.

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Cash Flow Interest Rate Hedges: In the second quarter of fiscal 2021, the Company designated two separate interest rate locks as cash flow hedges to manage interest rate risk associated with anticipated debt transactions. The total notional amount of the Company’s locks was $ 1.25 billion. In the third quarter of fiscal 2021, the associated unsecured senior notes were issued with tenors of seven 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 the Company's 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 quarter and nine months ended July 27, 2025, and July 28, 2024.

Volume: The Company’s outstanding contracts related to its commodity hedging programs include:

In millions

July 27, 2025

October 27, 2024

Corn

27.1

bushels

29.2

bushels

Lean Hogs

183.2

pounds

175.6

pounds

Natural Gas

3.2

MMBtu

4.2

MMBtu

Diesel Fuel

5.7

gallons

4.0

gallons

Fair Value of Derivatives: The gross fair values of the Company’s derivative instruments designated as hedges are:


	July 27, 2025					October 27, 2024
In thousands		Assets		Liabilities			Assets		Liabilities
Gross Fair Value of Commodity Contracts		$	13,884	$	( 6,101 )		$	9,851	$	( 12,638 )
Counterparty and Collateral Netting Offset (1)		( 3,816 )		6,101			( 1,785 )		12,638
Amounts Recognized on Consolidated Statements of Financial Position (2)		$	10,068	$	—		$	8,066	$	—

(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 right to reclaim net cash collateral of $ 2.3 million (including cash payable of $ 2.0 million and $ 4.3 million of realized gain) as of July 27, 2025, and the right to reclaim net cash collateral of $ 10.9 million (including cash receivable of $ 26.5 million and $ 15.6 million of realized loss) as of October 27, 2024.

(2) The Company’s commodity contracts are reflected in Prepaid Expenses and Other Current Assets.

Fair Value Hedge - Assets (Liabilities): The carrying amount of the Company’s fair value hedged assets (liabilities) are:


In thousands	Location on Consolidated Statements of Financial Position	July 27, 2025		October 27, 2024
Commodity Contracts	Accounts Payable (1)	$	( 772 )	$	( 2,902 )

(1) Represents the carrying amount of fair value hedged assets and liabilities, which are offset by other assets included in master netting arrangements described above.

Accumulated Other Comprehensive Loss Impact: As of July 27, 2025, the Company included in AOCL pre-tax hedging gains of $ 6.2 million on commodity contracts and gains of $ 10.8 million related to interest rate settled positions. The Company expects to recognize the majority of the gains on commodity contracts over the next twelve months. Gains on interest rate contracts offset the hedged interest payments over the tenor of the associated debt instruments.

The pre-tax gains (losses) recognized in AOCL related to the Company’s derivative instruments are:


	Quarter Ended					Nine Months Ended
In thousands		July 27, 2025		July 28, 2024		July 27, 2025		July 28, 2024
Commodity Contracts		$	3,038	$	( 26,172 )	$	16,038	$	( 24,487 )
Excluded Component (1)		39		299		( 143 )		2,112

(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.

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The pre-tax gains (losses) reclassified from AOCL into earnings related to the Company’s derivative instruments are:


	Location on Consolidated Statements of Operations	Quarter Ended					Nine Months Ended
In thousands			July 27, 2025		July 28, 2024		July 27, 2025		July 28, 2024
Commodity Contracts	Cost of Products Sold		$	4,361	$	( 1,541 )	$	894	$	( 21,297 )
Interest Rate Contracts	Interest Expense		247		247		741		741

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				Nine Months Ended
In thousands	July 27, 2025		July 28, 2024		July 27, 2025		July 28, 2024
Net Earnings Attributable to Hormel Foods Corporation	$	183,742	$	176,701	$	534,334	$	584,842

Cash Flow Hedges - Commodity Contracts
Gain (Loss) Reclassified from AOCL	4,361		( 1,541 )		894		( 21,297 )
Amortization of Excluded Component from Options	( 237 )		( 472 )		( 656 )		( 2,478 )

Fair Value Hedges - Commodity Contracts
Gain (Loss) on Commodity Futures (1)	679		1,139		1,812		5,766
Total Gain (Loss) on Commodity Contracts (2)	4,802		( 874 )		2,050		( 18,008 )

Cash Flow Hedges - Interest Rate Contracts
Gain (Loss) Reclassified from AOCL	247		247		741		741
Fair Value Hedge - Interest Rate Contracts

Amortization of Loss Due to Discontinuance of Fair Value Hedge (3)	—		( 1,202 )		—		( 7,451 )
Total Gain (Loss) on Interest Rate Contracts (4)	247		( 955 )		741		( 6,710 )

Total Gain (Loss) Recognized in Earnings	$	5,050	$	( 1,828 )	$	2,791	$	( 24,718 )

(1) Represents gains or losses on commodity contracts designated as fair value hedges that were closed during the quarter and nine months ended July 27, 2025, and July 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.

NOTE G - PENSION AND OTHER POST-RETIREMENT BENEFITS

Net periodic cost of defined benefit plans consists of:


	Pension Benefits
	Quarter Ended				Nine Months Ended
In thousands	July 27, 2025		July 28, 2024		July 27, 2025		July 28, 2024
Service Cost	$	11,973	$	9,033	$	35,920	$	27,108
Interest Cost	17,646		18,336		52,938		55,008
Expected Return on Plan Assets	( 21,737 )		( 19,377 )		( 65,211 )		( 58,132 )
Amortization of Prior Service Cost (Credit)	319		( 221 )		958		( 664 )
Recognized Actuarial Loss (Gain)	3,014		3,317		9,041		9,951

Net Periodic Cost	$	11,215	$	11,086	$	33,646	$	33,270

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	Post-retirement Benefits
	Quarter Ended				Nine Months Ended
In thousands	July 27, 2025		July 28, 2024		July 27, 2025		July 28, 2024
Service Cost	$	41	$	41	$	124	$	123
Interest Cost	2,480		2,895		7,438		8,687
Amortization of Prior Service Cost (Credit)	( 6 )		2		( 18 )		6
Recognized Actuarial Loss (Gain)	( 40 )		( 317 )		( 120 )		( 952 )

Net Periodic Cost	$	2,475	$	2,621	$	7,425	$	7,864

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 April 27, 2025	$	( 125,326 )	$	( 182,417 )		$	13,970		$	( 4,828 )		$	( 298,601 )
Unrecognized Gains (Losses)	—					—
Gross	16,506		47			3,077			4,902			24,531
Tax Effect	—		—			( 798 )			—			( 798 )
Reclassification into Net Earnings	—		—			—						—
Gross	—		3,287		(1)	( 4,608 )		(2)	855		(3)	( 466 )
Tax Effect	—		( 810 )			1,138			—			328
Change Net of Tax	16,506		2,523			( 1,190 )			5,756			23,595
Balance at July 27, 2025	$	( 108,820 )	$	( 179,894 )		$	12,780		$	929		$	( 275,006 )

Balance at October 27, 2024	$	( 70,794 )	$	( 187,325 )		$	1,991		$	( 7,204 )		$	( 263,331 )
Unrecognized Gains (Losses)
Gross	( 38,027 )		1			15,894			4,052			( 18,079 )
Tax Effect	—		—			( 3,910 )			—			( 3,910 )
Reclassification into Net Earnings
Gross	—		9,861		(1)	( 1,635 )		(2)	4,080		(3)	12,306
Tax Effect	—		( 2,430 )			440			—			( 1,991 )
Change Net of Tax	( 38,027 )		7,431			10,788			8,132			( 11,675 )
Balance at July 27, 2025	$	( 108,820 )	$	( 179,894 )		$	12,780		$	929		$	( 275,006 )

(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.

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.

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Level 3: Unobservable inputs that reflect an entity’s own assumptions about what inputs a market participant would use in pricing the asset or liability based on the best information available in the circumstances.

The Company’s financial assets and liabilities carried at fair value on a recurring basis and their level within the fair value hierarchy are presented in the tables below.


	Fair Value Measurements at July 27, 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	$	31,480	$	6,640	$	24,840	$	—
Other Trading Securities	215,026		—		215,026		—
Commodity Derivatives	14,016		13,243		774		—
Total Assets at Fair Value	$	260,522	$	19,882	$	240,640	$	—
Liabilities at Fair Value
Deferred Compensation	$	63,024	$	—	$	63,024	$	—
Commodity Derivatives	6,101		5,343		758		—
Total Liabilities at Fair Value	$	69,125	$	5,343	$	63,782	$	—


	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	$	24,742	$	5,134	$	19,608	$	—
Other Trading Securities	209,729		—		209,729		—
Commodity Derivatives	9,890		9,575		314		—
Total Assets at Fair Value	$	244,361	$	14,710	$	229,652	$	—
Liabilities at Fair Value
Deferred Compensation	$	62,101	$	—	$	62,101	$	—
Commodity Derivatives	12,638		11,127		1,510		—
Total Liabilities at Fair Value	$	74,738	$	11,127	$	63,611	$	—

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 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, and the funds' values 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. During the quarter and nine months ended July 27, 2025, investments held by the rabbi trust

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generated gains of $ 9.7 million and $ 8.6 million, respectively, compared to gains of $ 4.9 million and $ 18.8 million for the quarter and nine months ended July 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's funding in the rabbi trust related to deferred compensation plans generally mirrors the investment selections within the 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 grain, 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 $ 2.5 billion as of July 27, 2025, and 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 quarter and nine months ended July 27, 2025, and July 28, 2024.

NOTE J - COMMITMENTS AND CONTINGENCIES

There were no material changes outside the ordinary course of business during the quarter and nine months ended July 27, 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 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. Since the original filing, certain plaintiffs opted out of class treatment and began proceeding with individual direct actions making similar claims (Non-Class Direct-Action Plaintiffs), including claims of violations of state antitrust laws. The plaintiffs seek treble damages, injunctive relief, pre- and post-judgment interest, costs, and attorneys’ fees.

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.

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For the one 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 was paid in the second quarter of fiscal 2025. All settlement amounts were recorded in Selling, General, and Administrative in the Consolidated Statements of Operations.

In the second quarter of fiscal 2025, the U.S. District Court for the District of Minnesota (Court) granted the Company’s Motion for Summary Judgment and dismissed the Company from the federal litigation. Certain defendants have challenged the Court's summary judgement decision.

The Company continues to defend against state claims brought by one Non-Class Direct Action Plaintiff. The Company has not recorded any liability for this matter 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 alleged 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 paid the 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 alleged 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 the second quarter of fiscal 2025.

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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, have 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	July 27, 2025		October 27, 2024
Senior Unsecured Notes with Interest at 3.050 % Interest Due Semi-annually through June 2051 Maturity Date	$	600,000	$	600,000
Senior Unsecured Notes with Interest at 1.800 % Interest Due Semi-annually through June 2030 Maturity Date	1,000,000		1,000,000
Senior Unsecured Notes with Interest at 1.700 % Interest Due Semi-annually through June 2028 Maturity Date	750,000		750,000
Senior Unsecured Notes with Interest at 4.800 % Interest Due Semi-annually through March 2027 Maturity Date	500,000		500,000
Unamortized Discount on Senior Notes	( 6,058 )		( 6,687 )
Unamortized Debt Issuance Costs	( 13,488 )		( 15,628 )

Finance Lease Liabilities	23,371		27,541
Other Financing Arrangements	3,079		3,530
Total Debt	2,856,905		2,858,756
Less: Current Maturities of Long-term Debt	6,740		7,813
Long-term Debt Less Current Maturities	$	2,850,165	$	2,850,944

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 % of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase.

On June 11, 2020, the Company issued senior notes in an aggregate principal amount of $ 1.0 billion due June 2030. The notes bear interest at a fixed rate of 1.800 % per annum, with interest paid semi-annually in arrears on June 11 and December 11 of each year, commencing December 11, 2020. The notes may be redeemed in whole or in part at any time at the applicable redemption prices. If a change of control triggering event occurs, the Company must offer to purchase the notes at a purchase price equal to 101 % of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase.

Unsecured Revolving Credit Facility: On March 25, 2025, the Company entered into an unsecured revolving credit agreement with Wells Fargo Bank, National Association, as administrative agent, swing line lender and issuing lender, U.S. Bank National Association, JPMorgan Chase Bank, N.A., and BofA Securities, Inc., as syndication agents, and the lenders party thereto. The revolving credit agreement provides for an unsecured revolving credit facility with an aggregate principal commitment amount at 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.

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Interest on funds borrowed under the revolving credit agreement will be charged, depending on the applicable currency, at either a risk-free rate, as defined in the revolving credit agreement (with borrowings in U.S. dollars at the Term Secured Overnight Financing Rate) or a Eurocurrency rate for certain foreign currencies or a base rate with respect to U.S. dollars to be selected by the Company at the time of borrowing plus an applicable margin of 0.575 % to 1.160 % for Eurocurrency rate loans and 0.0 % to 0.160 % for base rate loans, depending on the Company’s debt rating issued by S&P and Moody’s. A variable fee of 0.050 % to 0.090 % is paid for the availability of this credit line. Extensions of credit under the facility may be made in the form of revolving loans, swing line loans, and letters of credit. The lending commitments under the agreement are scheduled to expire on March 25, 2030, at which time the Company will be required to pay in full all obligations then outstanding. Concurrent with entering into this revolving credit agreement, the Company terminated its existing $ 750.0 million credit facility that was entered into on May 6, 2021. The Company had no outstanding borrowings from either facility as of July 27, 2025, and October 27, 2024.

Debt Covenants: The Company is required by certain covenants in its debt agreements to maintain specified levels of financial ratios and financial position, including maintaining a minimum interest coverage ratio. As of July 27, 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 was 22.3 % and 21.7 % for the quarter ended July 27, 2025, and July 28, 2024, respectively. The increase was primarily due to decreased benefits from the purchase of federal transferable energy credits compared to the prior year, offset in part by increased federal deductions and favorable return to provision adjustments in the current year. The Company’s effective tax rate was 22.1 % and 22.6 % for the nine months ended July 27, 2025, and July 28, 2024, respectively. The Company benefited from increased federal deductions compared to the prior year.

Unrecognized tax benefits, including interest and penalties, are primarily recorded in Other Long-term Liabilities. If recognized as of July 27, 2025, these benefits would impact the Company’s effective tax rate by $ 17.5 million compared to $ 17.2 million as of July 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 quarter ended July 27, 2025, and July 28, 2024. The amount of accrued interest and penalties associated with unrecognized tax benefits was $ 3.2 million at July 27, 2025, and $ 2.7 million at July 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 unrecognized tax benefits may change based on the status of the examinations, as of July 27, 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. See Note J - Commitments and Contingencies for additional information.

Tax Legislation: On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law. OBBBA includes income tax provisions such as a permanent extension of certain provisions of the Tax Cuts and Jobs Act, elective deductions for domestic research and development, reinstatement of 100% first-year bonus depreciation, and modifications to the international tax framework. The Company assessed the provisions of OBBBA and determined the changes were not material to the Company's

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tax provision for the quarter and nine months ended July 27, 2025, and does not expect a material impact on the Company's consolidated financial statements in future reporting periods.

The Organization for Economic Cooperation and Development published a framework for Pillar Two of the Global Anti-Base Erosion Rules, which is designed to coordinate participating jurisdictions in updating the international tax system to ensure that large multinational companies pay a minimum tax of 15%. Many countries have enacted, or begun the process of enacting, laws based on the Pillar Two framework. The Company considered the applicable tax laws in relevant jurisdictions and concluded the impact of Pillar Two was not material to the Company's tax provision for the quarter and nine months ended July 27, 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 impact 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		Nine Months Ended
In thousands	July 27, 2025	July 28, 2024	July 27, 2025	July 28, 2024
Basic Weighted-average Shares Outstanding	550,408	548,685	550,048	547,858
Dilutive Potential Common Shares	315	581	348	766
Diluted Weighted-average Shares Outstanding	550,723	549,266	550,396	548,624

Antidilutive Potential Common Shares	21,681	17,560	21,284	17,888

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 results shown below.

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	Quarter Ended				Nine Months Ended
In thousands	July 27, 2025		July 28, 2024		July 27, 2025		July 28, 2024
Net Sales
Retail	$	1,858,434	$	1,767,251	$	5,532,401	$	5,467,078
Foodservice	986,976		954,021		2,853,603		2,799,110
International	187,466		177,171		534,495		516,517
Total Net Sales	$	3,032,876	$	2,898,443	$	8,920,499	$	8,782,706

Segment Profit
Retail	$	122,566	$	127,932	$	378,847	$	409,836
Foodservice	140,711		142,487		420,170		441,952
International	18,941		21,792		58,193		65,026
Total Segment Profit	282,218		292,211		857,210		916,814
Net Unallocated Expense	45,658		66,526		171,769		161,239
Noncontrolling Interest	( 46 )		34		( 366 )		( 170 )
Earnings Before Income Taxes	$	236,514	$	225,719	$	685,076	$	755,404

The Company’s products primarily consist of meat and other food products. Total revenue contributed by classes of similar products are:


	Quarter Ended				Nine Months Ended
In thousands	July 27, 2025		July 28, 2024		July 27, 2025		July 28, 2024
Perishable	$	2,222,646	$	2,115,087	$	6,450,709	$	6,251,076
Shelf-stable	810,230		783,356		2,469,790		2,531,630
Total Net Sales	$	3,032,876	$	2,898,443	$	8,920,499	$	8,782,706

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

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

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

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

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

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

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

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

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

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

Changes in global trade policies, including recently announced tariffs and retaliatory tariffs, did not directly have a material impact on our results of operations during the third quarter or first nine months of fiscal 2025. The Company continues to monitor and evaluate the impact of proposed and enacted tariffs, including proposed and enacted retaliatory tariffs, and other trade restrictions, as well as our ability to mitigate their impacts.

Consolidated Results

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


	Quarter Ended					Nine Months Ended
In thousands, except per share amounts	July 27, 2025		July 28, 2024		% Change	July 27, 2025		July 28, 2024		% Change
Volume (lbs.)	1,046,590		1,018,690		2.7	3,101,288		3,180,087		(2.5)
Organic Volume (lbs.)	1,046,590		1,002,183		4.4	3,101,288		3,131,065		(1.0)
Net Sales	$	3,032,876	$	2,898,443	4.6	$	8,920,499	$	8,782,706	1.6
Organic Net Sales	3,032,876		2,869,760		5.7	8,920,499		8,698,914		2.5
Earnings Before Income Taxes	236,514		225,719		4.8	685,076		755,404		(9.3)
Net Earnings Attributable to Hormel Foods Corporation	183,742		176,701		4.0	534,334		584,842		(8.6)
Diluted Earnings Per Share	0.33		0.32		3.1	0.97		1.07		(9.3)
Adjusted Diluted Earnings Per Share	0.35		0.37		(5.4)	1.05		1.16		(9.5)

Volume and Net Sales

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

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

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

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

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

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Cost of Products Sold


	Quarter Ended					Nine Months Ended
In thousands	July 27, 2025		July 28, 2024		% Change	July 27, 2025		July 28, 2024		% Change
Cost of Products Sold	$	2,545,567	$	2,410,075	5.6	$	7,473,524	$	7,281,798	2.6

Cost of products sold for the third quarter of fiscal 2025 increased, primarily due to increased volume and higher commodity input costs, mainly for pork bellies, beef, and nuts. Cost of products sold for the first nine months of fiscal 2025 increased primarily due to higher commodity input costs, mainly for pork bellies, nuts, and beef.

On a per pound basis, cost of products sold for the third quarter and first nine months of fiscal 2025 increased compared to the prior year.

Gross Profit


	Quarter Ended							Nine Months Ended
In thousands	July 27, 2025			July 28, 2024			% Change	July 27, 2025			July 28, 2024			% Change
Gross Profit	$	487,309		$	488,369		(0.2)	$	1,446,975		$	1,500,908		(3.6)
Percent of Net Sales	16.1		%	16.8		%		16.2		%	17.1		%

For the third quarter and first nine months of fiscal 2025, gross profit as a percent of net sales declined. For the third quarter and first nine months of fiscal 2025, gross profit as a percent of net sales declined for each segment. All segments benefited from savings realized as part of the Company’s T&M initiative in the third quarter and first nine months of fiscal 2025.

For the fourth quarter of fiscal 2025, the Company expects gross profit as a percent of net sales to decrease compared to last year. The Company expects gross profit as a percent of net sales to be comparable for the Retail segment and to decrease for the Foodservice and International segments.

Selling, General, and Administrative (SG&A)


	Quarter Ended							Nine Months Ended
In thousands	July 27, 2025			July 28, 2024			% Change	July 27, 2025			July 28, 2024			% Change
SG&A	$	258,713		$	259,653		(0.4)	$	773,158		$	766,707		0.8
Percent of Net Sales	8.5		%	9.0		%		8.7		%	8.7		%
Adjusted SG&A	$	245,228		$	230,373		6.4	$	720,366		$	706,941		1.9
Adjusted Percent of Net Sales	8.1		%	7.9		%		8.1		%	8.0		%

For the third quarter of fiscal 2025, SG&A and SG&A as a percent of net sales decreased, primarily due to the lapping of prior year legal expenses which were partially offset by higher employee-related expenses.

For the first nine months of fiscal 2025, SG&A increased and SG&A as a percent of net sales was comparable to the prior year. Higher employee-related expenses, increased expenses related to the T&M initiative, and the loss on the sale of a non-core sow operation were partially offset by the lapping of prior year legal expenses and lower advertising expense.

Advertising investments in the third quarter of fiscal 2025 were $41 million, an increase of 2 percent compared to the prior year. For the first nine months of fiscal 2025, advertising investments were $121 million, a decrease of 6 percent compared to last year. The Company expects advertising investments to decrease in the fourth quarter of fiscal 2025 compared to the prior year.

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Equity in Earnings of Affiliates


	Quarter Ended					Nine Months Ended
In thousands	July 27, 2025		July 28, 2024		% Change	July 27, 2025		July 28, 2024		% Change
Equity in Earnings of Affiliates	$	11,153	$	7,977	39.8	$	42,614	$	39,250	8.6

Equity in earnings of affiliates for the third quarter of fiscal 2025 increased due to favorable results for MegaMex Foods, LLC, and a modest benefit from international investments. For the first nine months of fiscal 2025, equity in earnings of affiliates increased, primarily due to favorable results for MegaMex Foods, LLC, which were partially offset by the results of international investments.

Interest and Investment Income and Interest Expense


	Quarter Ended					Nine Months Ended
In thousands	July 27, 2025		July 28, 2024		% Change	July 27, 2025		July 28, 2024		% Change
Interest and Investment Income	$	16,227	$	10,484	54.8	$	27,084	$	43,416	(37.6)
Interest Expense	19,461		21,459		(9.3)	58,438		61,464		(4.9)

Interest and investment income increased for the third quarter of fiscal 2025, primarily due to favorable rabbi trust performance. Interest and investment income decreased for the first nine months of fiscal 2025, primarily due to lower average monthly cash balances and performance from the rabbi trust. Interest expense decreased in the third quarter and first nine months of fiscal 2025, primarily due to the lapping of interest rate swap amortization.

Effective Tax Rate


	Quarter Ended				Nine Months Ended
	July 27, 2025		July 28, 2024		July 27, 2025		July 28, 2024
Effective Tax Rate	22.3	%	21.7	%	22.1	%	22.6	%

The effective tax rate in the third quarter of fiscal 2025 was 22.3% compared to 21.7% for the prior year, primarily due to decreased benefits from the purchase of federal transferable energy credits. For the first nine months of fiscal 2025, the Company benefited from increased federal deductions compared to the prior year. For additional information, refer to Note L - Income Taxes of the Notes to the Consolidated Financial Statements.

The effective tax rate for fiscal 2025 is expected to be approximately 22.0%.

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.

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	Quarter Ended					Nine Months Ended
In thousands	July 27, 2025		July 28, 2024		% Change	July 27, 2025		July 28, 2024		% Change
Net Sales
Retail	$	1,858,434	$	1,767,251	5.2	$	5,532,401	$	5,467,078	1.2
Foodservice	986,976		954,021		3.5	2,853,603		2,799,110		1.9
International	187,466		177,171		5.8	534,495		516,517		3.5
Total Net Sales	$	3,032,876	$	2,898,443	4.6	$	8,920,499	$	8,782,706	1.6

Segment Profit
Retail	$	122,566	$	127,932	(4.2)	$	378,847	$	409,836	(7.6)
Foodservice	140,711		142,487		(1.2)	420,170		441,952		(4.9)
International	18,941		21,792		(13.1)	58,193		65,026		(10.5)
Total Segment Profit	282,218		292,211		(3.4)	857,210		916,814		(6.5)
Net Unallocated Expense	45,658		66,526		(31.4)	171,769		161,239		6.5
Noncontrolling Interest	(46)		34		(234.1)	(366)		(170)		(114.7)
Earnings Before Income Taxes	$	236,514	$	225,719	4.8	$	685,076	$	755,404	(9.3)

Retail


	Quarter Ended					Nine Months Ended
In thousands	July 27, 2025		July 28, 2024		% Change	July 27, 2025		July 28, 2024		% Change
Volume (lbs.)	712,912		680,214		4.8	2,127,075		2,170,621		(2.0)
Net Sales	$	1,858,434	$	1,767,251	5.2	$	5,532,401	$	5,467,078	1.2
Segment Profit	122,566		127,932		(4.2)	378,847		409,836		(7.6)

Net sales growth was wide ranging in the Retail segment in the third quarter of fiscal 2025. Meaningful volume and net sales contributions came from the turkey portfolio, Planters ® snack nuts, and the SPAM ® family of products. Other brands which grew volume and net sales in the quarter include Wholly ® guacamole, Hormel ® Black Label ® bacon, Hormel ® chili, and Gatherings ® party trays. For the first nine months of fiscal 2025, net sales growth for the Retail segment was led by the turkey portfolio, the SPAM ® family of products, and the Mexican foods portfolio.

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

For the fourth quarter of fiscal 2025, Retail segment profit is anticipated to be comparable to the prior year, as the benefit from net sales growth is expected to be offset by higher input costs.

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Foodservice


	Quarter Ended					Nine Months Ended
In thousands	July 27, 2025		July 28, 2024		% Change	July 27, 2025		July 28, 2024		% Change
Volume (lbs.)	248,540		259,947		(4.4)	734,988		777,785		(5.5)
Organic Volume (lbs.)	248,540		243,440		2.1	734,988		728,763		0.9
Net Sales	$	986,976	$	954,021	3.5	$	2,853,603	$	2,799,110	1.9
Organic Net Sales	986,976		925,338		6.7	2,853,603		2,715,318		5.1
Segment Profit	140,711		142,487		(1.2)	420,170		441,952		(4.9)

Organic volume and organic net sales growth were broad-based in the Foodservice segment in the third quarter of fiscal 2025, with significant contributions from the customized solutions business, Planters ® snack nuts and the Jennie-O ® turkey portfolio. Other branded products, such as Hormel ® pepperoni, Hormel ® Fire Braised™ meats, and Café H ® globally inspired proteins, delivered strong volume and net sales growth.

For the first nine months of fiscal 2025, organic net sales growth in the Foodservice segment was led by the customized solutions business, the Jennie-O ® turkey portfolio, and premium prepared proteins. Organic volume increased compared to the prior year period.

Segment profit decreased for the third quarter of fiscal 2025 as meaningful net sales growth was more than offset by the rise in commodity input costs and margin pressures, primarily in non-core businesses. For the first nine months of fiscal 2025, segment profit declined, as net sales growth was more than offset by margin pressures, primarily in non-core businesses.

The Foodservice segment continued to benefit from an extensive range of solutions-based products, its direct-selling organization and a diverse channel presence during the third quarter and first nine months of fiscal 2025.

For the fourth quarter of fiscal 2025, the Company expects Foodservice segment profit to decrease compared to the prior year, as organic net sales growth is expected to be more than offset by margin pressures, primarily in non-core businesses.

International


	Quarter Ended					Nine Months Ended
In thousands	July 27, 2025		July 28, 2024		% Change	July 27, 2025		July 28, 2024		% Change
Volume (lbs.)	85,138		78,529		8.4	239,225		231,681		3.3
Net Sales	$	187,466	$	177,171	5.8	$	534,495	$	516,517	3.5
Segment Profit	18,941		21,792		(13.1)	58,193		65,026		(10.5)

Strong volume and net sales performance in the International segment was driven by growth across the China market and robust exports of SPAM ® luncheon meat in the third quarter and first nine months of fiscal 2025.

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

In the fourth quarter of fiscal 2025, the Company expects International segment profit to decrease compared to the prior year, primarily due to higher input costs and continued softness in Brazil.

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Unallocated Income and Expense


	Quarter Ended				Nine Months Ended
In thousands	July 27, 2025		July 28, 2024		July 27, 2025		July 28, 2024
Net Unallocated Expense	$	45,658	$	66,526	$	171,769	$	161,239
Noncontrolling Interest	(46)		34		(366)		(170)

For the third quarter of fiscal 2025, net unallocated expense decreased, primarily due to the lapping of prior year legal expenses. Net unallocated expense increased for the first nine months of fiscal 2025, primarily due to reduced interest income, the loss on the sale of a non-core sow operation, rabbi trust performance, and higher expenses related to the T&M initiative. These factors were partially offset by the lapping of prior year legal 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.

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, which are primarily project-based external consulting fees and expenses related to supply chain and portfolio optimization (e.g., asset write-offs, severance, or relocation-related costs). The Company believes that 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 is not meaningful when comparing the Company’s operating performance against that of prior periods. Thus, the Company has adjusted for (i.e. excluded) the loss.

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 are not 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 fiscal 2025 and 2024, the Company entered into settlement agreements with certain plaintiffs in its pending antitrust litigation. See Note J - Commitments and Contingencies of the Notes to the Consolidated Financial Statements for additional information.

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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				Nine Months Ended
In thousands, except per share amounts	July 27, 2025		July 28, 2024		July 27, 2025		July 28, 2024
Cost of Products Sold (GAAP)	$	2,545,567	$	2,410,075	$	7,473,524	$	7,281,798
Transform and Modernize Initiative (1)	(1,010)		(1,226)		(3,973)		(4,646)
Adjusted Cost of Products Sold (Non-GAAP)	$	2,544,557	$	2,408,848	$	7,469,551	$	7,277,152





SG&A (GAAP)	$	258,713	$	259,653	$	773,158	$	766,707
Transform and Modernize Initiative (2)	(13,485)		(12,280)		(41,228)		(31,016)
Loss on Sale of Business	—		—		(11,324)		—
Litigation Settlements	—		(17,000)		(240)		(28,750)


Adjusted SG&A (Non-GAAP)	$	245,228	$	230,373	$	720,366	$	706,941

Operating Income (GAAP)	$	239,748	$	236,693	$	716,430	$	773,452
Transform and Modernize Initiative (1)(2)	14,496		13,506		45,202		35,663
Loss on Sale of Business	—		—		11,324		—
Litigation Settlements	—		17,000		240		28,750


Adjusted Operating Income (Non-GAAP)	$	254,244	$	267,200	$	773,196	$	837,864

Earnings Before Income Taxes (GAAP)	$	236,514	$	225,719	$	685,076	$	755,404
Transform and Modernize Initiative (1)(2)	14,496		13,506		45,202		35,663
Loss on Sale of Business	—		—		11,324		—
Litigation Settlements	—		17,000		240		28,750


Adjusted Earnings Before Income Taxes (Non-GAAP)	$	251,010	$	256,225	$	741,842	$	819,816

Provision for Income Taxes (GAAP)	$	52,818	$	48,984	$	151,107	$	170,733
Transform and Modernize Initiative (1)(2)	3,233		2,931		9,960		8,009
Loss on Sale of Business	—		—		2,469		—
Litigation Settlements	—		3,689		52		6,333


Adjusted Provision for Income Taxes (Non-GAAP)	$	56,051	$	55,603	$	163,588	$	185,074






Net Earnings Attributable to Hormel Foods Corporation (GAAP)	$	183,742	$	176,701	$	534,334	$	584,842
Transform and Modernize Initiative (1)(2)	11,263		10,575		35,242		27,654
Loss on Sale of Business	—		—		8,855		—
Litigation Settlements	—		13,311		188		22,417


Adjusted Net Earnings Attributable to Hormel Foods Corporation (Non-GAAP)	$	195,005	$	200,588	$	578,620	$	634,913

Diluted Earnings Per Share (GAAP)	$	0.33	$	0.32	$	0.97	$	1.07
Transform and Modernize Initiative (1)(2)	0.02		0.02		0.06		0.05
Loss on Sale of Business	—		—		0.02		—
Litigation Settlements	—		0.02		—		0.04


Adjusted Diluted Earnings Per Share (Non-GAAP)	$	0.35	$	0.37	$	1.05	$	1.16

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	Quarter Ended				Nine Months Ended
	July 27, 2025		July 28, 2024		July 27, 2025		July 28, 2024
SG&A as a Percent of Net Sales (GAAP)	8.5	%	9.0	%	8.7	%	8.7	%
Transform and Modernize Initiative (2)	(0.4)		(0.4)		(0.5)		(0.4)
Loss on Sale of Business	—		—		(0.1)		—
Litigation Settlements	—		(0.6)		—		(0.3)


Adjusted SG&A as a Percent of Net Sales (Non-GAAP)	8.1	%	7.9	%	8.1	%	8.0	%

Operating Margin (GAAP)	7.9	%	8.2	%	8.0	%	8.8	%
Transform and Modernize Initiative (1)(2)	0.5		0.5		0.5		0.4
Loss on Sale of Business	—		—		0.1		—
Litigation Settlements	—		0.6		—		0.3


Adjusted Operating Margin (Non-GAAP)	8.4	%	9.2	%	8.7	%	9.5	%

(1) Comprised primarily of equipment relocation expenses, severance, and asset write-offs 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
	July 27, 2025			July 28, 2024
In thousands		GAAP			GAAP		Divestiture		Non-GAAP Organic		Non-GAAP % Change
Volume (lbs.)
Retail		712,912			680,214		—		680,214		4.8
Foodservice		248,540			259,947		(16,507)		243,440		2.1
International		85,138			78,529		—		78,529		8.4
Total Volume (lbs.)		1,046,590			1,018,690		(16,507)		1,002,183		4.4

Net Sales
Retail		$	1,858,434		$	1,767,251	$	—	$	1,767,251	5.2
Foodservice		986,976			954,021		(28,683)		925,338		6.7
International		187,466			177,171		—		177,171		5.8
Total Net Sales		$	3,032,876		$	2,898,443	$	(28,683)	$	2,869,760	5.7


	Nine Months Ended
	July 27, 2025			July 28, 2024
In thousands		GAAP			GAAP		Divestiture		Non-GAAP Organic		Non-GAAP % Change
Volume (lbs.)
Retail		2,127,075			2,170,621		—		2,170,621		(2.0)
Foodservice		734,988			777,785		(49,023)		728,763		0.9
International		239,225			231,681		—		231,681		3.3
Total Volume (lbs.)		3,101,288			3,180,087		(49,023)		3,131,065		(1.0)

Net Sales
Retail		$	5,532,401		$	5,467,078	$	—	$	5,467,078	1.2
Foodservice		2,853,603			2,799,110		(83,792)		2,715,318		5.1
International		534,495			516,517		—		516,517		3.5
Total Net Sales		$	8,920,499		$	8,782,706	$	(83,792)	$	8,698,914	2.5

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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


	Nine Months Ended
In thousands	July 27, 2025		July 28, 2024
Cash and Cash Equivalents at End of Period	$	599,189	$	537,476
Cash Provided by (Used in) Operating Activities	522,345		858,117
Cash Provided by (Used in) Investing Activities	(204,991)		(176,899)
Cash Provided by (Used in) Financing Activities	(455,884)		(879,823)
Increase (Decrease) in Cash and Cash Equivalents	(142,692)		(199,057)

Cash and cash equivalents decreased $143 million during the first nine months of fiscal 2025 as the Company utilized cash on hand to make additional purchases of inventory and capital assets as well as fund dividend payments. During the first nine months of fiscal 2024, cash and cash equivalents decreased $199 million primarily as a result of the Company repaying a portion of long-term debt by using existing cash on hand, partially offset by proceeds received from issuing debt. Cash provided by operating activities was sufficient to cover dividend payments and capital expenditures during the first nine months of fiscal 2024. Additional details related to significant drivers of cash flows are provided below.

Cash Provided by (Used in) Operating Activities

• Cash flows from operating activities were impacted by changes in operating assets and liabilities and lower net earnings.

– Inventory increased $247 million during the first nine months of fiscal 2025 compared to a decrease of $31 million in the comparable period of the prior year. The increase in inventory during fiscal 2025 was driven by intentional seasonal and promotional inventory build, recovery of snack nuts inventory levels following the production disruptions at the Suffolk, Virginia manufacturing facility, and increased raw material costs. The decrease in inventory during fiscal 2024 was due to benefits in supply chain processes associated with the Company's T&M initiative as well as the impact of production disruptions at the Suffolk, Virginia manufacturing facility. These reduced levels of inventory were partially offset by higher levels of turkey on hand in fiscal 2024.

– Accounts payable and accrued expenses decreased $100 million and $95 million during the first nine months of fiscal 2025 and fiscal 2024, respectively. The decrease during fiscal 2025 was driven by the general timing of payments, annual incentive payments, and legal settlements. The decrease during fiscal 2024 was due to the general timing of payments, feed and livestock deferral payments, and annual incentive payments, which were partially offset by higher accruals for marketing and legal expenses.

– Accounts receivable decreased $54 million and $89 million during the first nine months of fiscal 2025 and fiscal 2024, respectively, primarily due to lower sales compared to the fourth quarter of each respective prior year.

Cash Provided by (Used in) Investing Activities

• Capital expenditures were $219 million and $173 million during the first nine months 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 Company's facility in Barron, Wisconsin. Other significant projects included investments in data and technology during fiscal 2025 and investment in wastewater infrastructure to support operations in Austin, Minnesota during fiscal 2024.

• Proceeds from the sale of business were $13.1 million during the first nine months of fiscal 2025, primarily from the sale of the Company’s equity interest in Mountain Prairie, LLC.

Cash Provided by (Used in) Financing Activities

• Cash dividends paid to the Company’s shareholders totaled $474 million during the first nine months of fiscal 2025, compared to $460 million in the comparable period of fiscal 2024.

• Proceeds from the exercise of stock options were $24 million in the first nine months of fiscal 2025, compared to $34 million in the first nine months of fiscal 2024.

• The Company paid $950 million of its senior unsecured notes upon maturity on June 3, 2024.

• Proceeds from the issuance of long-term debt were $498 million in fiscal 2024, due to the Company's issuance of senior unsecured notes with an aggregate principal amount of $500 million.

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

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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 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 on its common stock. The Company has paid 388 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 approximately $300 million.

Debt

As of July 27, 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 nine months of fiscal 2025, the Company made $61 million of interest payments and the Company expects to make an additional $12 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 upon the satisfaction of certain conditions. Extensions of credit under the facility may be applied by the Company to refinance existing indebtedness and for working capital and other general corporate purposes, including acquisition funding, and may be made in the form of revolving loans, swing line loans, and letters of credit. The lending commitments under the facility are scheduled to expire on March 25, 2030, at which time the Company will be required to pay in full all obligations then outstanding. As of July 27, 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 financial ratios. As of July 27, 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 July 27, 2025, the Company’s international subsidiaries held $185 million of cash and cash equivalents. During the third quarter of fiscal 2025, the Company repatriated $44 million in cash from an international subsidiary and recognized foreign withholding taxes on the one-time distribution. 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 nine months of fiscal 2025. The Company continues to evaluate share repurchases as part of its capital allocation strategy.

Commitments

There have been no material changes to the information regarding the Company’s future contractual financial obligations previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended October 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 contains 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,

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including the production disruption at the Suffolk, Virginia, facility, food-specific laws or regulations, or outbreaks of disease among livestock and poultry flocks; fluctuations in commodity prices and availability of raw materials and other inputs; fluctuations in market demand for the Company’s products, 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 fact that the Company operates globally, with product manufactured and sold in foreign markets and a variety of inputs sourced from around the world, these risks including geopolitical risk, exchange rate risk, legal, tax, and regulatory risk, and risks associated with trade policies, export and import controls, and 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 concentration of credit risk, among others.

Commodity Price Risk: The Company is subject to commodity price risk through grain, lean hog, natural gas, and diesel fuel markets. To reduce these exposures and offset the fluctuations caused by changes in market conditions, the Company employs hedging programs. These programs utilize futures, swaps, and options contracts and are accounted for as cash flow hedges. The fair value of the Company’s cash flow commodity contracts as of July 27, 2025, was $7.4 million compared to $(5.9) million as of October 27, 2024. The Company measures its market risk exposure on its cash flow commodity contracts using a sensitivity analysis, which considers a hypothetical 10 percent change in the market prices. A 10 percent decrease in the market price would have negatively impacted the fair value of the Company’s cash flow commodity contracts as of July 27, 2025, by $26.4 million, which in turn would have lowered the Company’s future cost on purchased commodities by a similar amount.

Interest Rate Risk : The Company is subject to interest rate risk primarily from changes in fair value of long-term fixed rate debt. The Company’s long-term debt had a fair value of $2.5 billion as of July 27, 2025, and October 27, 2024. The Company measures its market risk exposure of long-term fixed rate debt using a sensitivity analysis, which considers a hypothetical 10 percent change in interest rates. A 10 percent decrease in interest rates would have positively impacted the fair value of the Company’s long-term debt as of July 27, 2025, by $65.9 million. A 10 percent increase would have negatively impacted the long-term debt by $61.2 million.

Foreign Currency Exchange Rate Risk: The fair values of certain Company assets and liabilities are subject to fluctuations in foreign currency exchange rates. The Company’s net asset position in foreign currencies was $1.1 billion as of July 27, 2025, and $1.2 billion as of October 27, 2024, with most of the exposure existing in Indonesian rupiah, Chinese yuan, and Brazilian real. The Company does not use market risk sensitive instruments to manage this risk.

Investment Risk: The Company has corporate-owned life insurance policies classified as trading securities as part of a rabbi trust to fund certain supplemental executive retirement plans and deferred income plans. As of July 27, 2025, the balance of these securities totaled $215.0 million compared to $209.7 million as of October 27, 2024. The rabbi trust is invested primarily in fixed income funds. The Company is subject to market risk due to fluctuations in the value of the remaining investments as unrealized gains and losses associated with these securities are included in the Company’s net earnings on a mark-to-market basis. A hypothetical 10 percent decline in the value of the investments not held in fixed income funds would have negatively impacted the Company’s pre-tax earnings by approximately $10.7 million, while a 10 percent increase in value would have a positive impact of the same amount.

Concentration of Credit Risk: The Company is exposed to credit risk from its customers. The Company regularly assesses the credit worthiness of its customers. As of July 27, 2025, and October 27, 2024, one customer accounted for more than 10 percent of net accounts receivable.

Item 4. CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures.

As of the end of the period covered by this report (the Evaluation Date), the Company carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)). In designing and evaluating the disclosure controls and procedures, management recognized any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded, as of the Evaluation Date, the Company’s disclosure controls

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and procedures were effective to provide reasonable assurance the information the Company is required to disclose in reports it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

(b) Internal Control over Financial Reporting.

The Company is in the midst of a multi-year transformation project to achieve better analytics, customer service, and process efficiencies through the use of Oracle Cloud Solutions. During fiscal 2024, the Company began implementing the order-to-cash phase at certain business locations. Additional implementations are expected to continue over the next several years. Emphasis has been on the maintenance of effective internal controls and assessment of the design and operating effectiveness of key control activities throughout each development and deployment phase.

There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) in the third quarter of fiscal 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Information regarding legal proceedings is available in Note J - Commitments and Contingencies of the Notes to the Consolidated Financial Statements.

Item 1A. RISK FACTORS

The Company’s business, operations, and financial condition are subject to various risks and uncertainties. There have been no material changes to the risk factors previously disclosed in Part I, Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the fiscal year ended October 27, 2024.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no issuer purchases of equity securities in the quarter ended July 27, 2025. On January 29, 2013, the Company’s Board of Directors authorized the repurchase of 10,000,000 shares of its common stock with no expiration date. On January 26, 2016, the Board of Directors approved a two-for-one split of the Company’s common stock to be effective January 27, 2016. As part of the stock split resolution, the number of shares remaining to be repurchased was adjusted proportionately. As of July 27, 2025, the maximum number of shares that may yet be purchased under the repurchase plans or programs is 3,677,494.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURES

None.

Item 5. OTHER INFORMATION

During the fiscal quarter ended July 27, 2025, no director or officer of the Company adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as the terms are defined in Item 408(a) of Regulation S-K.

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Item 6. EXHIBITS


10.1 (1)			Employment Agreement , dated as of June 2 0 , 2 025, between Hormel Foods Corporation and Jeff r e y Ettinger .

10.2 (1)			Employment Agreement , dated as of June 2 0 , 2025, be tween Hormel Foods Corporation and John Ghingo .

31.1			Certification Required Under Section 302 of the Sarbanes-Oxley Act of 2002 .

31.2			Certification Required Under Section 302 of the Sarbanes-Oxley Act of 2002 .

32.1			Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .

101			The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended July 27, 2025, formatted in Inline XBRL: (i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Statements of Financial Position, (iv) Consolidated Statements of Changes in Shareholders’ Investment, (v) Consolidated Condensed Statements of Cash Flows, and (vi) Notes to the Consolidated Financial Statements.

104			The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended July 27, 2025, formatted in Inline XBRL (included as Exhibit 101).

(1)			Management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		HORMEL FOODS CORPORATION
		(Registrant)

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



Date: August 28, 2025	By:	/s/ PAUL R. KUEHNEMAN
		PAUL R. KUEHNEMAN
		Vice President and Controller
		(Principal Accounting Officer)

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Part I Financial Information Item 1. Financial Statements Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II - Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

Exhibits

10.1(1) Employment Agreement, datedas of June 20, 2025, between Hormel Foods Corporation and Jeffrey Ettinger. 10.2(1) Employment Agreement, dated as of June 20, 2025, between HormelFoods Corporation and John Ghingo. 31.1 Certification Required Under Section302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification Required Under Section302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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HRL 10-Q Quarter ended July 27, 2025

Exhibits