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HORMEL FOODS CORP /DE/ - Quarter Report: 2020 January (Form 10-Q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 26, 2020
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________________________________ to ________________________________________
Commission File Number: 1-2402
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, MN  55912
(Address of Principal Executive Office, including zip code)

(507) 437-5611
(Registrant’s telephone number, including area code)
None
(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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).         ☒  Yes                ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,”  “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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 March 1, 2020
 
Common Stock
 
$.01465
par value
537,776,130

 
Common Stock Non-Voting
 
$.01
par value
0

 


TABLE OF CONTENTS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


2

PART I – FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

HORMEL FOODS CORPORATION
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(in thousands, except share and per share amounts)
 
 
 
 
 
January 26,
2020
 
October 27,
2019
 
(Unaudited)
 
 

Assets
 

 
 

Current Assets
 

 
 

Cash and Cash Equivalents
$
724,419

 
$
672,901

Short-term Marketable Securities
14,808

 
14,736

Accounts Receivable
562,483

 
574,396

Inventories
1,057,277

 
1,042,362

Income Taxes Receivable
187

 
19,924

Prepaid Expenses
24,817

 
22,637

Other Current Assets
10,976

 
14,457

Total Current Assets
2,394,967

 
2,361,413

 
 
 
 
Goodwill
2,484,088

 
2,481,645

 
 
 
 
Other Intangibles
1,031,804

 
1,033,862

 
 
 
 
Pension Assets
141,892

 
135,915

 
 
 
 
Investments In and Receivables From Affiliates
290,777

 
289,157

 
 
 
 
Other Assets
251,353

 
177,901

 
 
 
 
Property, Plant and Equipment
 
 
 
Land
54,450

 
49,758

Buildings
1,138,514

 
1,083,902

Equipment
1,990,262

 
1,965,478

Construction in Progress
275,498

 
256,190

Less: Allowance for Depreciation
(1,763,497
)
 
(1,726,217
)
Net Property, Plant and Equipment
1,695,228

 
1,629,111

 
 
 
 
Total Assets
$
8,290,109

 
$
8,109,004

 


3

HORMEL FOODS CORPORATION
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(in thousands, except share and per share amounts)
 
 
 
 
 
January 26,
2020
 
October 27,
2019
 
(Unaudited)
 
 
Liabilities and Shareholders' Investment
 

 
 

Current Liabilities
 

 
 

Accounts Payable
$
490,042

 
$
590,033

Accrued Expenses
64,702

 
62,031

Accrued Workers Compensation
27,116

 
24,272

Accrued Marketing Expenses
110,093

 
96,305

Employee Related Expenses
164,933

 
213,515

Taxes Payable
30,489

 
6,208

Interest and Dividends Payable
127,452

 
112,685

Current Maturities of Long-term Debt
8,259

 
—

Total Current Liabilities
1,023,085

 
1,105,049

 
 
 
 
Long-term Debt–Less Current Maturities
308,972

 
250,000

 
 
 
 
Pension and Post-retirement Benefits
539,972

 
536,490

 
 
 
 
Other Long-term Liabilities
145,923

 
115,356

 
 
 
 
Deferred Income Taxes
176,113

 
176,574

 
 
 
 
Shareholders' Investment
 
 
 
Preferred Stock, Par Value $.01 a Share–
 
 
 
Authorized 160,000,000 Shares; Issued–None
 
 
 
Common Stock, Non-voting, Par Value $.01 a Share–
 
 
 
Authorized 400,000,000 Shares; Issued–None


 


Common Stock, Par Value $.01465 a Share–
7,873

 
7,830

Authorized 1,600,000,000 Shares;
 
 
 
Issued 537,414,897 Shares January 26, 2020
 
 
 
Issued 534,488,746 Shares October 27, 2019
 
 
 
Additional Paid-in Capital
230,529

 
184,921

Accumulated Other Comprehensive Loss
(393,278
)
 
(399,500
)
Retained Earnings
6,246,641

 
6,128,207

Hormel Foods Corporation Shareholders' Investment
6,091,764

 
5,921,458

Noncontrolling Interest
4,281

 
4,077

Total Shareholders' Investment
6,096,045

 
5,925,535

 
 
 
 
Total Liabilities and Shareholders' Investment
$
8,290,109

 
$
8,109,004

 
See Notes to Consolidated Financial Statements

4

HORMEL FOODS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(Unaudited)
 
Three Months Ended
 
January 26,
2020
 
January 27,
2019
Net Sales
$
2,384,434

 
$
2,360,355

Cost of Products Sold
1,916,014

 
1,872,021

Gross Profit
468,421

 
488,334

 
 
 
 
Selling, General and Administrative
195,521

 
193,544

Equity in Earnings of Affiliates
7,588

 
11,458

 
 
 
 
Operating Income
280,488

 
306,248

 
 
 
 
Other Income and Expense:
 
 
 
Interest and Investment Income
13,251

 
6,874

Interest Expense
(3,577
)
 
(6,147
)
 
 
 
 
Earnings Before Income Taxes
290,162

 
306,975

 
 
 
 
Provision for Income Taxes
47,209

 
65,456

 
 
 
 
Net Earnings
242,953

 
241,519

Less: Net Earnings (Loss) Attributable to Noncontrolling Interest
81

 
94

Net Earnings Attributable to Hormel Foods Corporation
$
242,872

 
$
241,425

 
 
 
 
Net Earnings Per Share
 
 
 
Basic
$
0.45

 
$
0.45

Diluted
$
0.45

 
$
0.44

 
 
 
 
Weighted-average Shares Outstanding
 
 
 
Basic
535,075

 
534,495

Diluted
544,815

 
547,118

 

See Notes to Consolidated Financial Statements


5

HORMEL FOODS CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(Unaudited)
 
 
 
 
 
Three Months Ended
 
January 26,
2020
 
January 27,
2019
Net Earnings
$
242,953

 
$
241,519

Other Comprehensive Income (Loss), Net of Tax:
 
 
 
Foreign Currency Translation
7,937

 
1,846

Pension and Other Benefits
3,512

 
3,439

Deferred Hedging
(5,103
)
 
(361
)
Total Other Comprehensive Income (Loss)
6,346

 
4,924

Comprehensive Income
249,299

 
246,443

Less: Comprehensive Income (Loss) Attributable to Noncontrolling Interest
205

 
63

Comprehensive Income Attributable to Hormel Foods Corporation
$
249,094

 
$
246,380

 
See Notes to Consolidated Financial Statements


6

HORMEL FOODS CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ INVESTMENT
(in thousands, except per share amounts)
(Unaudited)
 
Three Months Ended January 27, 2019
 
 
 
 
 
 
 
 
 
 
 
Hormel Foods Corporation Shareholders
 
 
 
 
 
Common
Stock
 
Treasury
Stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
(Loss) Income
 
Non-
controlling
Interest
 
Total
Shareholders’
Investment
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
 
 
Balance at October 28, 2018
534,135

 
$
7,825

 
—

 
$
—

 
$
106,528

 
$
5,729,956

 
$
(243,498
)
 
$
4,007

 
$
5,604,818

Net Earnings
 
 
 
 
 
 
 
 
 
 
241,425

 
 
 
94

 
241,519

Other Comprehensive Income (Loss)
 
 
 
 
 
 
 
 
 
 
 
 
4,955

 
(31
)
 
4,924

Purchases of Common Stock
 
 
 
 
(1,065
)
 
(44,809
)
 
 
 
 
 
 
 
 
 
(44,809
)
Stock-based Compensation Expense
 
 


 
 
 
 
 
7,946

 
 
 
 
 
 
 
7,946

Exercise of Stock Options/Restricted Shares
1,100

 
17

 
 
 
 
 
15,981

 
 
 
 
 
 
 
15,998

Shares Retired
(1,065
)
 
(16
)
 
1,065

 
44,809

 
(259
)
 
(44,534
)
 
 
 
 
 
—

Cumulative Effect Adjustment from the Adoption of:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    ASU 2016-16
 
 
 
 
 
 
 
 
 
 
(10,475
)
 
 
 
 
 
(10,475
)
    ASU 2017-12
 
 
 
 
 
 
 
 
 
 
21

 
(21
)
 
 
 
—

    ASU 2018-02
 
 
 
 
 
 
 
 
 
 
52,342

 
(53,778
)
 
 
 
(1,436
)
Declared Cash Dividends – $0.21 per Share
 
 
 
 
 
 
 
 
 
 
(112,706
)
 
 
 
 
 
(112,706
)
Balance at January 27, 2019
534,170

 
$
7,826

 
—

 
$
—

 
$
130,196

 
$
5,856,029

 
$
(292,342
)
 
$
4,070

 
$
5,705,779

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended January 26, 2020
 
 
 
 
 
 
 
 
 
 
 
Hormel Foods Corporation Shareholders
 
 
 
 
 
Common
Stock
 
Treasury
Stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
(Loss) Income
 
Non-
controlling
Interest
 
Total
Shareholders’
Investment
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
 
 
Balance at October 27, 2019
534,489

 
$
7,830

 
—

 
$
—

 
$
184,921

 
$
6,128,207

 
$
(399,500
)
 
$
4,077

 
$
5,925,535

Net Earnings
 
 
 
 
 
 
 
 
 
 
242,872

 
 
 
81

 
242,953

Other Comprehensive Income (Loss)
 
 
 
 
 
 
 
 
 
 
 
 
6,222

 
124

 
6,346

Purchases of Common Stock
 
 
 
 


 


 
 
 
 
 
 
 
 
 
—

Stock-based Compensation Expense
 
 


 
 
 
 
 
9,298

 
 
 
 
 
 
 
9,298

Exercise of Stock Options/Restricted Shares
2,926

 
43

 
 
 
 
 
36,310

 
 
 
 
 
 
 
36,353

Shares Retired


 


 


 


 


 


 
 
 
 
 
—

Declared Cash Dividends – $0.2325 per Share
 
 
 
 
 
 
 
 
 
 
(124,438
)
 
 
 
 
 
(124,438
)
Balance at January 26, 2020
537,415

 
$
7,873

 
—

 
$
—

 
$
230,529

 
$
6,246,641

 
$
(393,278
)
 
$
4,281

 
$
6,096,045

 
See Notes to Consolidated Financial Statements


7

HORMEL FOODS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
 
Three Months Ended
 
January 26,
2020
 
January 27,
2019
Operating Activities
 

 
 

Net Earnings
$
242,953

 
$
241,519

Adjustments to Reconcile to Net Cash Provided by Operating Activities:
 
 
 
Depreciation
41,194

 
36,848

Amortization
8,135

 
3,170

Equity in Earnings of Affiliates
(7,588
)
 
(11,458
)
Distribution from Equity Method Investees
10,000

 
—

Provision for Deferred Income Taxes
49

 
125

(Gain) Loss on Property/Equipment Sales and Plant Facilities
(23
)
 
450

Non-cash Investment Activities
(12,761
)
 
(9,516
)
Stock-based Compensation Expense
9,298

 
7,946

Changes in Operating Assets and Liabilities, Net of Acquisitions:
 
 
 
Decrease (Increase) in Accounts Receivable
11,492

 
36,262

(Increase) Decrease in Inventories
(14,915
)
 
(30,901
)
(Increase) Decrease in Prepaid Expenses and Other Current Assets
(5,451
)
 
(5,625
)
Increase (Decrease) in Pension and Post-retirement Benefits
647

 
4,237

(Decrease) Increase in Accounts Payable and Accrued Expenses
(135,988
)
 
(147,318
)
Increase (Decrease) in Net Income Taxes Payable
41,376

 
61,686

Net Cash Provided by Operating Activities
188,418

 
187,425

 
 
 
 
Investing Activities
 
 
 
Net (Purchase) Sale of Securities
(16
)
 
—

Purchases of Property/Equipment
(58,211
)
 
(39,430
)
Proceeds from Sales of Property/Equipment
1,114

 
30,305

(Increase) Decrease in Investments, Equity in Affiliates, and Other Assets
(4,509
)
 
7,302

   Proceeds from Company-owned Life Insurance
1,118

 
144

Net Cash (Used in) Provided by Investing Activities
(60,504
)
 
(1,679
)
 
 
 
 
Financing Activities
 
 
 
Repayments of Long-term Debt and Finance Leases
(2,019
)
 
38

Dividends Paid on Common Stock
(112,249
)
 
(100,125
)
Share Repurchase
—

 
(44,809
)
Proceeds from Exercise of Stock Options
36,353

 
15,997

Net Cash (Used in) Provided by Financing Activities
(77,915
)
 
(128,899
)
 
 
 
 
Effect of Exchange Rate Changes on Cash
1,519

 
(3,294
)
Increase (Decrease) in Cash and Cash Equivalents
51,518

 
53,553

Cash and Cash Equivalents at Beginning of Year
672,901

 
459,136

Cash and Cash Equivalents at End of Quarter
$
724,419

 
$
512,689


See Notes to Consolidated Financial Statements

8

HORMEL FOODS CORPORATION
NOTES TO 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 generally accepted accounting principles 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 all of the information and footnotes required by generally accepted accounting principles for complete 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 for the interim period are not necessarily indicative of the results that may be expected for the full year.  The Consolidated Statement of Financial Position at October 27, 2019, has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  For further information, refer to the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 27, 2019. The significant accounting policies used in preparing these 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 with the exception of new requirements adopted in the first quarter of fiscal 2020.

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.

Accounting Changes and Recent Accounting Pronouncements:
New Accounting Pronouncements Adopted in Current Fiscal Year 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The updated guidance requires lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than twelve months. Recognition, measurement, and presentation of expenses will depend on the classification as a finance or operating lease. The update also requires expanded quantitative and qualitative disclosures. Accounting guidance for lessors is largely unchanged. The requirements of the new standard are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company adopted the provisions of this new accounting standard at the beginning of fiscal 2020. For transition purposes, the Company elected the package of practical expedients to not reassess prior conclusions related to contracts containing leases, lease classification, and initial direct costs. The Company elected the comparative periods practical expedient, and as a result, the Company did not adjust its comparative period financial information or make the new required lease disclosures for periods before the effective date. Upon adoption, the Company recognized right-of-use assets of $112.7 million and lease liabilities of $114.1 million in the Consolidated Statements of Financial Position as of October 28, 2019. The new standard did not have a material impact on the Consolidated Statements of Operations or the Consolidated Statements of Cash Flows.

New Accounting Pronouncements Not Yet Adopted
 
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326). The update provides guidance on the measurement of credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The amendment replaces the current incurred loss impairment approach with a methodology to reflect expected credit losses and requires consideration of a broader range of reasonable and supportable information to explain credit loss estimates. The updated guidance is to be applied on a modified retrospective approach and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for all entities for fiscal years beginning after December 15, 2018, and interim periods therein. The Company will adopt the provisions of this new accounting standard at the beginning of fiscal 2021 and is in the process of evaluating the impact.
 
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement - Disclosure Framework (Topic 820).  The updated guidance requires entities to disclose changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. Amendments in this guidance also require disclosure of transfers into and out of Level 3 of the fair value hierarchy, purchases and issues of Level 3 assets and liabilities, and clarify that the measurement uncertainty disclosure is as of the reporting date. The guidance removes requirements to disclose the amounts and reasons for transfers between Level 1 and Level 2, policy for timing between of transfers between levels, and the valuation processes for Level 3 fair value measurements. The updated guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for any removed or modified disclosures. The Company will adopt the provisions of this new accounting standard at the beginning of fiscal 2021 and is in the process of evaluating the impact.

In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans (Topic 715). The updated guidance requires additional disclosures of weighted-average interest crediting rates for cash balance plans and an

9

explanation of the reasons for significant gains and losses related to changes in the benefit obligation. Amendments in the guidance also clarify the requirement to disclose the projected benefit obligation (PBO) and fair value of plan assets for plans with PBOs in excess of plan assets. The same disclosure is needed for the accumulated benefit obligation (ABO) and fair value of plan assets for plans with ABOs in excess of plan assets. The guidance removes certain previous disclosure requirements no longer considered cost beneficial. The amendments are effective for fiscal years ending after December 15, 2020, with early adoption permitted. The Company is currently assessing the timing and impact of adopting the updated provisions.

In December 2019, the FASB issued ASU 2019-12, Income Taxes - Simplifying the Accounting for Income Taxes (Topic 740). The updated guidance simplifies the accounting for income taxes by removing certain exceptions in Topic 740 and clarifying and amending existing guidance. The amendments are effective for fiscal years ending after December 15, 2020, with early adoption permitted. The Company is currently assessing the timing and impact of adopting the updated provisions.

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

NOTE B - ACQUISITIONS AND DIVESTITURES
 
Divestiture: On April 15, 2019, the Company completed the sale of CytoSport, Inc. (CytoSport), which includes the Muscle Milk® and Evolve® brands, to PepsiCo, Inc., and received final proceeds of $479.8 million. The divestiture resulted in a pretax gain of $16.5 million recognized in Selling, General and Administrative expense and a tax benefit of $17.0 million recognized within the Provision for Income Taxes on the Consolidated Statements of Operations.

CytoSport's results of operations through the date of divestiture are included within Earnings Before Income Taxes in the Consolidated Statements of Operations and are reported within the Grocery Products and International & Other segments (See Note N - Segment Reporting).


NOTE C - INVENTORIES
 
Principal components of inventories are:
(in thousands)
January 26,
2020
 
October 27,
2019
Finished Products
$
628,124

 
$
604,035

Raw Materials and Work-in-Process
249,954

 
255,474

Operating Supplies
111,781

 
116,981

Maintenance Materials and Parts
67,419

 
65,872

Total
$
1,057,277

 
$
1,042,362




NOTE D - GOODWILL AND INTANGIBLE ASSETS
 
Goodwill: The changes in the carrying amounts of goodwill for the three months ended January 26, 2020, are as follows:
(in thousands)
Grocery
Products
 
Refrigerated
Foods
 
Jennie-O
Turkey Store
 
International
& Other
 
Total
Balance at October 27, 2019
$
632,301

 
$
1,458,692

 
$
176,628

 
$
214,024

 
$
2,481,645

Foreign Currency Translation
—

 
—

 
—

 
2,443

 
2,443

Balance at January 26, 2020
$
632,301

 
$
1,458,692

 
$
176,628

 
$
216,467

 
$
2,484,088




Intangible Assets: The carrying amounts for indefinite-lived intangible assets are as follows:
(in thousands)
January 26,
2020
 
October 27,
2019
Brands/Tradenames/Trademarks
$
953,190

 
$
959,400

Other Intangibles
184

 
184

Foreign Currency Translation
(3,393
)
 
(3,803
)
Total
$
949,981

 
$
955,781



10


The gross carrying amount and accumulated amortization for definite-lived intangible assets are as follows:
 
January 26, 2020
 
October 27, 2019
(in thousands)
Gross Carrying
Amount
 
Accumulated
Amortization
 
Gross Carrying
Amount
 
Accumulated
Amortization
Customer Lists/Relationships
$
113,739

 
$
(39,057
)
 
$
113,739

 
$
(36,744
)
Tradenames/Trademarks
10,536

 
(1,911
)
 
4,326

 
(1,589
)
Other Intangibles
2,631

 
(1,324
)
 
2,631

 
(1,228
)
Foreign Currency Translation
—

 
(2,791
)
 
—

 
(3,054
)
Total
$
126,906

 
$
(45,083
)
 
$
120,696

 
$
(42,615
)

 
Amortization expense was $2.7 million and $3.2 million for the three months ended January 26, 2020 and January 27, 2019, respectively.
 
Estimated annual amortization expense for the five fiscal years after October 27, 2019, is as follows:
(in thousands)
 

2020
$
11,700

2021
12,000

2022
11,644

2023
10,739

2024
8,921




NOTE E - PENSION AND OTHER POST-RETIREMENT BENEFITS
 
Net periodic benefit cost for pension and other post-retirement benefit plans consists of the following:
 
Pension Benefits
 
Three Months Ended
(in thousands)
January 26,
2020
 
January 27,
2019
Service Cost
$
8,896

 
$
6,510

Interest Cost
13,410

 
15,097

Expected Return on Plan Assets
(25,321
)
 
(23,125
)
Amortization of Prior Service Cost
(542
)
 
(698
)
Recognized Actuarial Loss
5,596

 
3,701

Curtailment Loss (Gain)
—

 
2,825

Net Periodic Cost
$
2,039

 
$
4,310

 
Post-retirement Benefits
 
Three Months Ended
(in thousands)
January 26,
2020
 
January 27,
2019
Service Cost
$
195

 
$
174

Interest Cost
2,460

 
3,165

Amortization of Prior Service Cost
(663
)
 
(669
)
Recognized Actuarial Loss
275

 
—

Curtailment Loss (Gain)
—

 
(620
)
Net Periodic Cost
$
2,267

 
$
2,050


Non-service cost components of net pension and postretirement benefit cost are presented within Interest and Investment Income on the Consolidated Statements of Operations.

Curtailments recognized in the first quarter of fiscal 2019 were due to the sale of the Fremont, Nebraska, production facility.

11



NOTE F - DERIVATIVES AND HEDGING
 
The Company uses hedging programs to manage price risk associated with commodity purchases.  These programs utilize futures and options contracts to manage the Company’s exposure to price fluctuations in the commodities markets.  The Company has determined its designated hedging programs to be highly effective in offsetting the changes in fair value or cash flows generated by the items hedged. Effectiveness testing is performed on a quarterly basis to ascertain a high level of effectiveness for cash flow and fair value hedging programs.

Cash Flow Hedges:  The Company designates corn and lean hog futures and options used to offset price fluctuations in the Company’s future direct grain and hog purchases as cash flow hedges. Effective gains or losses related to these cash flow hedges are reported in Accumulated Other Comprehensive Loss (AOCL) and reclassified into earnings, through Cost of Products Sold, in the period or periods in which the hedged transactions affect earnings.  The Company typically does not hedge its grain exposure beyond the next two upcoming fiscal years and its hog exposure beyond the next fiscal year. 

Fair Value 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 commodity suppliers as fair value hedges.  The intent of the program is 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, along with the gain or loss on the hedged purchase commitment, are marked-to-market through earnings and recorded on the Consolidated Statements of Financial Position as a Current Asset and Liability, respectively.  Effective gains or losses related to these fair value hedges are recognized through Cost of Products Sold in the period or periods in which the hedged transactions affect earnings. 

Other Derivatives:  The Company holds certain futures and options contract positions as part of a merchandising program and to manage the Company’s exposure to fluctuations in commodity markets.  The Company has not applied hedge accounting to these positions. Activity related to derivatives not designated as hedges is immaterial to the consolidated financial statements.

Volume: As of January 26, 2020, and October 27, 2019, the Company had the following outstanding commodity futures and options contracts related to its hedging programs:
 
 
Volume
Commodity Contracts
 
January 26, 2020
 
October 27, 2019
Corn
 
25.3 million bushels
 
30.4 million bushels
Lean Hogs
 
182.0 million pounds
 
187.3 million pounds

 
Fair Value of Derivatives:  The fair values of the Company’s derivative instruments as of January 26, 2020, and October 27, 2019, were as follows:
 
 
 
 
Fair Value (1)
(in thousands)
 
Location on Consolidated Statements
of Financial Position
 
January 26,
2020
 
October 27,
2019
Derivatives Designated as Hedges:
 
 
 
 
 
 
Commodity Contracts
 
Other Current Assets
 
$
(921
)
 
$
6,405

(1)  Amounts represent the gross fair value of derivative assets and liabilities.  The Company nets the derivative assets and liabilities for each of its hedging programs, including cash collateral, when a master netting arrangement exists between the Company and the counterparty to the derivative contract.  The amount or timing of cash collateral balances may impact the classification of the derivative in the Consolidated Statements of Financial Position.  See Note K - Fair Value Measurements for a discussion of these net amounts as reported in the Consolidated Statements of Financial Position.
 
Fair Value Hedge - Assets (Liabilities): The carrying amount of the Company's fair value hedge assets (liabilities) as of January 26, 2020, and October 27, 2019, were as follows:
Location on Consolidated Statements
    of Financial Position
 
Carrying Amount of the Hedged
Assets/(Liabilities)
(in thousands)
 
January 26,
2020
 
October 27, 2019
Accounts Payable
 
$
(2,347
)
 
$
(2,805
)



12

Accumulated Other Comprehensive Loss Impact: As of January 26, 2020, the Company has included in Accumulated Other Comprehensive Loss hedging losses of $3.6 million, before tax, relating to its positions. The Company expects to recognize the majority of these gains over the next twelve months.

The effect of Accumulated Other Comprehensive Loss for gains or losses (before tax) related to the Company's derivative instruments for the three months ended January 26, 2020, and January 27, 2019, were as follows:
 
 
Gain/(Loss)
Recognized
 in AOCL (1)
 
Location on
Consolidated
Statements
of Operations
 
Gain/(Loss)
Reclassified from
AOCL into Earnings (1)
 
 
Three Months Ended
 
 
Three Months Ended
(in thousands)
 
January 26, 2020
 
January 27, 2019
 
 
January 26, 2020
 
January 27, 2019
Cash Flow Hedges:
 
 
 
 
 
 
 
 
 
 
Commodity Contracts
 
$
(8,626
)
 
$
(843
)
 
Cost of Products Sold
 
$
(1,875
)
 
$
(1,243
)
Excluded Component (2)
 
—

 
(687
)
 
 
 
 
 
 

(1) 
See Note H - Accumulated Other Comprehensive Loss for the after-tax impact of these gains or losses on Net Earnings.
(2)
Represents the time value amount of lean hog options excluded from the assessment of effectiveness for which the difference between changes in fair value and periodic amortization is recorded in AOCL.

Consolidated Statements of Operations Impact: The effect on the Consolidated Statements of Operations for gains or losses (before tax) related to the Company's derivative instruments for the three months ended January 26, 2020, and January 27, 2019, were as follows:
 
 
Cost of Products Sold
 
 
Three Months Ended
(in thousands)
 
January 26, 2020
 
January 27, 2019
Consolidated Statements of Operations
 
$
1,916,014

 
$
1,872,021

 
 
 
 
 
Cash Flow Hedges - Commodity Contracts
 
 
 
 
   Gain (Loss) Reclassified from AOCL
 
(1,875
)
 
(1,243
)
 Amortization of Excluded Component from Options
 
—

 
(1,358
)
 
 
 
 
 
Fair Value Hedges - Commodity Contracts
 
 
 
 
   Gain (Loss) on Commodity Futures (1)
 
3,186

 
932

Total Gain (Loss) Recognized in Earnings
 
$
1,311

 
$
(1,669
)

(1)  
Amounts represent losses on commodity contracts designated as fair value hedges that were closed during the
quarter, which were offset by a corresponding gain 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.


13

NOTE G - INVESTMENTS IN AND RECEIVABLES FROM AFFILIATES
 
The Company accounts for its majority-owned operations under the consolidation method.  Investments in which the Company owns a minority interest, and for which there are no other indicators of control, are accounted for under the equity or cost method.  These investments, along with any related receivables from affiliates, are included in the Consolidated Statements of Financial Position as Investments In and Receivables From Affiliates.
 
Investments In and Receivables From Affiliates consist of the following:
 
(in thousands)
Segment
 
% Owned
 
January 26,
2020
 
October 27,
2019
MegaMex Foods, LLC
Grocery Products
 
50%
 
$
211,535

 
$
218,592

Other Joint Ventures
International & Other
 
Various (20-40%)
 
79,242

 
70,565

Total
 
 
 
 
$
290,777

 
$
289,157



Equity in Earnings of Affiliates consists of the following:
 
 
 
Three Months Ended
(in thousands)
 
Segment
 
January 26,
2020
 
January 27,
2019
MegaMex Foods, LLC
Grocery Products
 
$
9,461

 
$
10,502

Other Joint Ventures
International & Other
 
(1,873
)
 
956

Total
 
 
$
7,588

 
$
11,458


 
For the three months ended January 26, 2020, $10.0 million of dividends were received from affiliates, compared to no dividends received for the three months ended January 27, 2019.

The Company recognized a basis difference of $21.3 million associated with the formation of MegaMex Foods, LLC, of which $12.5 million is remaining as of January 26, 2020.  This difference is being amortized through Equity in Earnings of Affiliates.


NOTE H - ACCUMULATED OTHER COMPREHENSIVE LOSS
 
Components of Accumulated Other Comprehensive Loss are as follows:

(in thousands)
Foreign
Currency
Translation
 
Pension &
Other
Benefits
 
Deferred
Gain (Loss) -
Hedging
 
Accumulated
Other
Comprehensive
Loss
Balance at October 27, 2019
$
(52,996
)
 
$
(348,877
)
 
 
$
2,373

 
 
$
(399,500
)
Unrecognized Gains (Losses)
 
 
 
 
 
 
 
 
 
Gross
7,812

 
(10
)
 
 
(8,626
)
 
 
(824
)
Tax Effect
—

 
—

 
 
2,105

 
 
2,105

Reclassification into Net Earnings
 
 
 
 
 
 
 
 
 
Gross
—

 
4,666

(1) 
 
1,875

(2) 
 
6,541

Tax Effect
—

 
(1,143
)
 
 
(457
)
 
 
(1,600
)
Net of Tax Amount
7,812

 
3,513

 
 
(5,103
)
 
 
6,222

Balance at January 26, 2020
$
(45,184
)
 
$
(345,364
)
 
 
$
(2,730
)
 
 
$
(393,278
)

(1) 
Included in the computation of net periodic cost. See Note E - Pension and Other Post-Retirement Benefits for additional details.
(2) 
Included in Cost of Products Sold in the Consolidated Statements of Operations.



14

NOTE I - 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.

On December 22, 2017, the United States (U.S.) enacted comprehensive tax legislation into law, H.R. 1, commonly referred to as the Tax Act. Except for certain provisions, the Tax Act is effective for tax years beginning on or after January 1, 2018. As a fiscal year U.S. taxpayer, the majority of the provisions, such as eliminating the domestic manufacturing deduction, creating new taxes on certain foreign sourced income, and introducing new limitations on certain business deductions, applied to the Company in fiscal 2019. For fiscal 2019 and future periods, the U.S. federal corporate income tax rate is 21.0 percent.

In March 2018, the FASB issued ASU 2018-05, Income Taxes: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (Topic 740), allowing a measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related tax impacts. As of January 27, 2019, the Company completed the accounting for the tax effects of the Tax Act.

During fiscal 2018, the Company provisionally recorded the transition tax on its foreign earnings. Those foreign earnings have been deemed repatriated for U.S. federal tax purposes. The Company maintains all earnings are permanently reinvested. Accordingly, no additional income taxes have been provided for withholding tax, state tax, or other taxes.

The Company's effective tax rate for the first three months of fiscal 2020 was 16.3 percent compared to 21.3 percent for the respective period last year. The lower rate in the first three months of fiscal 2020 was impacted by a large volume of stock option exercises. The Company expects a full-year effective tax rate between 20.5 percent and 22.5 percent for fiscal 2020.

The amount of unrecognized tax benefits, including interest and penalties, is recorded in Other Long-term Liabilities.  If recognized as of January 26, 2020, and January 27, 2019, $23.3 million and $27.2 million, respectively, would impact the Company’s effective tax rate.  The Company includes accrued interest and penalties related to uncertain tax positions in Income Tax Expense. Interest and penalties included in Income Tax Expense was immaterial for the first three months of fiscal 2020 and fiscal 2019. The amount of accrued interest and penalties at January 26, 2020, and January 27, 2019, associated with unrecognized tax benefits was $6.5 million.

The Company is regularly audited by federal and state taxing authorities.  The United States Internal Revenue Service (I.R.S.) concluded its examination of fiscal 2017 in the second quarter of fiscal 2019. The Company has elected to participate in the Compliance Assurance Process (CAP) for fiscal years 2018 through 2021.  The objective of CAP is to contemporaneously work with the I.R.S. 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, dating back to 2011.  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 it is not possible to reasonably estimate the effect of any amount of such change to previously recorded uncertain tax positions.


NOTE J - STOCK-BASED COMPENSATION
 
The Company issues stock options, restricted stock units, and restricted shares as part of its stock incentive plans for employees and non-employee directors. During the three months ended January 26, 2020, stock-based compensation expense was $9.3 million, compared to $7.9 million for the three months ended January 27, 2019. The Company recognizes stock-based compensation expense ratably over the shorter of the vesting period or the individual's retirement eligibility date. The fair value of stock-based compensation granted to retirement-eligible individuals is expensed at the time of grant.

At January 26, 2020, there was $32.5 million of total unrecognized compensation expense from stock-based compensation arrangements granted under the plans.  This compensation is expected to be recognized over a weighted-average period of approximately 2.6 years.  During the three months ended January 26, 2020, cash received from stock option exercises was $36.4 million, compared to $16.0 million for the three months ended January 27, 2019.

Shares issued for option exercises, restricted stock units, and restricted shares may be either authorized but unissued shares or shares of treasury stock.

Stock Options: The Company’s policy is to grant options with the exercise price equal to the market price of the common stock on the date of grant.  Options typically vest over four years and expire ten years after the date of the grant. 

15

Effective with fiscal 2020 grants, the Company has determined the equity award value for eligible employees will be delivered fifty percent in stock options as described above and fifty percent in time-vested restricted stock units with a three-year cliff vesting.

During the third quarter of fiscal 2018, the Company made a one-time grant of 200 stock options to each active, full-time employee and 100 stock options to each active, part-time employee of the Company on April 30, 2018. The options vest in five years and expire ten years after the grant date.

A reconciliation of the number of options outstanding and exercisable (in thousands) as of January 26, 2020 is as follows:
 
Shares
 
Weighted-
Average
Exercise Price
 
Weighted-
Average
Remaining
Contractual
Term (Years)
 
Aggregate
Intrinsic Value
Outstanding at October 27, 2019
25,994

 
$
26.49

 
 
 
 
Granted
1,004

 
45.54

 
 
 
 
Exercised
3,059

 
13.87

 
 
 
 
Forfeited
65

 
36.56

 
 
 
 
Outstanding at January 26, 2020
23,874

 
28.88

 
5.6
 
$
438,098

Exercisable at January 26, 2020
16,670

 
$
24.51

 
4.3
 
$
378,778


 
The weighted-average grant date fair value of stock options granted and the total intrinsic value of options exercised (in thousands) during the first three months of fiscal years 2020 and 2019 are as follows.
 
Three Months Ended
 
January 26,
2020
 
January 27,
2019
Weighted-average Grant Date Fair Value
$
7.67

 
$
9.48

Intrinsic Value of Exercised Options
97,946

 
32,241


 
The fair value of each option award is calculated on the date of grant using the Black-Scholes valuation model utilizing the following weighted-average assumptions:
 
Three Months Ended
 
January 26,
2020
 
January 27,
2019
Risk-free Interest Rate
1.7
%
 
2.9
%
Dividend Yield
2.0
%
 
1.9
%
Stock Price Volatility
19.0
%
 
19.0
%
Expected Option Life
8 years

 
8 years


 
As part of the annual valuation process, the Company reassesses the appropriateness of the inputs used in the valuation models.  The Company establishes the risk-free interest rate using U.S. Treasury yields as of the grant date.  The dividend yield is based on the dividend rate approved by the Company’s Board of Directors and the stock price on the grant date.  The expected volatility assumption is based primarily on historical volatility.  As a reasonableness test, implied volatility from exchange traded options is also examined to validate the volatility range obtained from the historical analysis.  The expected life assumption is based on an analysis of past exercise behavior by option holders.  In performing the valuations for option grants, the Company has not stratified option holders as exercise behavior has historically been consistent across all employees.

Restricted Stock Units: Restricted stock units are valued equal to the market price of the common stock on the date of grant and vest after three years. These awards accumulate dividend equivalents, which are provided as additional units and are subject to the same vesting requirements as the underlying grant.

16

A reconciliation of the restricted stock units (in thousands) as of January 26, 2020 is as follows:
 
Shares
 
Weighted-
Average
Exercise Price
 
Weighted-
Average
Remaining
Contractual
Term (Years)
 
Aggregate
Intrinsic Value
Restricted Units at October 27, 2019
—

 
$
—

 
 
 
 
Granted
169

 
45.54

 
 
 
 
Restricted Units at January 26, 2020
169

 
$
45.54

 
2.9
 
$
7,980



The weighted-average grant date fair value of restricted stock units granted and the total fair value (in thousands) of restricted stock units granted during the first three months of fiscal years 2020 and 2019 are as follows:
 
Three Months Ended
 
January 26,
2020
 
January 27,
2019
Weighted-average Grant Date Fair Value
$
45.54

 
$
—

Fair Value of Restricted Stock Units Granted
7,695

 
—



Restricted Shares: Restricted shares awarded to non-employee directors annually on February 1 are subject to a restricted period which expires the date of the Company’s next annual stockholders meeting. Newly elected directors receive a prorated award of restricted shares of the Company's common stock, which expires on the date of the Company's second succeeding annual stockholders meeting. A reconciliation of the restricted shares (in thousands) as of January 26, 2020 is as follows:
 
Shares
 
Weighted-
Average Grant
Date Fair Value
Restricted at October 27, 2019
51

 
$
42.23

Granted
1

 
42.76

Restricted at January 26, 2020
52

 
$
42.24


 
The weighted-average grant date fair value of restricted shares granted and the total fair value (in thousands) of restricted shares granted during the first three months of fiscal years 2020 and 2019 are as follows:
 
Three Months Ended
 
January 26,
2020
 
January 27,
2019
Weighted-average Grant Date Fair Value
$
42.76

 
$
34.33

Fair Value of Restricted Shares Granted
53

 
53




NOTE K - FAIR VALUE MEASUREMENTS
 
Pursuant to the provisions of ASC 820, Fair Value Measurements and Disclosures (ASC 820), the Company measures certain assets and liabilities at fair value or discloses the fair value of certain assets and liabilities recorded at cost in the consolidated financial statements.  Fair value is calculated as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price).  ASC 820 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 Company classifies assets and liabilities in their entirety based on the lowest level of input significant to the fair value measurement.  The three levels are defined as follows:
 
Level 1:  Observable inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities.
 
Level 2: Observable inputs, other than those included in Level 1, based on quoted prices for similar assets and liabilities in active markets, or quoted prices for identical assets and liabilities in inactive markets.
 
Level 3:  Unobservable inputs that reflect an entity’s own assumptions about what inputs a market participant would use in pricing the asset or liability based on the best information available in the circumstances.
 

17

The Company’s financial assets and liabilities carried at fair value on a recurring basis as of January 26, 2020, and October 27, 2019, and their level within the fair value hierarchy, are as follows:
 
Fair Value Measurements at January 26, 2020
(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
 

 
 

 
 

 
 

Cash and Cash Equivalents (1)
$
724,419

 
$
721,216

 
$
3,203

 
$
—

Short-term Marketable Securities (2)
14,808

 
5,533

 
9,275

 
—

Other Trading Securities (3)
170,302

 
—

 
170,302

 
—

Commodity Derivatives (4)
9,133

 
9,133

 
—

 
—

Total Assets at Fair Value
$
918,662

 
$
735,882

 
$
182,780

 
$
—

Liabilities at Fair Value
 
 
 
 
 
 
 
Deferred Compensation (3)
$
64,356

 
$
—

 
$
64,356

 
$
—

Total Liabilities at Fair Value
$
64,356

 
$
—

 
$
64,356

 
$
—

 
Fair Value Measurements at October 27, 2019
(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
 

 
 

 
 

 
 

Cash and Cash Equivalents (1)
$
672,901

 
$
672,458

 
$
443

 
$
—

Short-term Marketable Securities (2)
14,736

 
5,186

 
9,550

 
—

Other Trading Securities (3)
157,526

 
—

 
157,526

 
—

Commodity Derivatives (4)
12,882

 
12,882

 
—

 
—

Total Assets at Fair Value
$
858,045

 
$
690,526

 
$
167,519

 
$
—

Liabilities at Fair Value
 
 
 
 
 
 
 
Deferred Compensation (3)
$
62,373

 
$
—

 
$
62,373

 
$
—

Total Liabilities at Fair Value
$
62,373

 
$
—

 
$
62,373

 
$
—

 
The following methods and assumptions were used to estimate the fair value of the financial assets and liabilities above:
(1) 
The Company’s cash equivalents considered Level 1 consist primarily of bank deposits, money market funds rated AAA, or other highly liquid investment accounts, and have a maturity date of three months or less. Cash equivalents considered Level 2 are funds holding agency bonds or securities recognized at amortized cost.
(2) 
The Company holds securities as part of a portfolio maintained to generate investment income and to provide cash for operations of the Company, if necessary. The portfolio is managed by a third party who is responsible for daily trading activities, and all assets within the portfolio are highly liquid. The cash, U.S. government securities, and money market funds rated AAA held by the portfolio are classified as Level 1. The current investment portfolio also includes corporate bonds and other asset backed securities for which there is an active, quoted market. Market prices are obtained from a variety of industry providers, large financial institutions, and other third-party sources to calculate a representative daily market value, and therefore, these securities are classified as Level 2.
(3) 
The Company maintains a rabbi trust to fund certain supplemental executive retirement plans and deferred compensation plans.  Under the plans, the participants can defer certain types of compensation and elect to receive a return on the deferred amounts based on the changes in fair value of various investment options, primarily a variety of mutual funds. The majority of the funds held in the rabbi trust relate to the supplemental executive retirement plans and have been invested in fixed income funds managed by a third party.  The declared rate on these funds is set based on a formula using the yield of the general account investment portfolio supporting the fund, 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.  As the value is based on adjusted market rates and the fixed rate is only reset on an annual basis, these funds are classified as Level 2.  The remaining funds held are also managed by a third-party insurance policy, the values of which represent their cash surrender value based on the fair value of the underlying investments in the account and include equity securities, money market accounts, bond funds, or other portfolios for which there is an active quoted market.  Therefore, these policies are also classified as Level 2.  The related deferred compensation liabilities are included in Other Long-Term Liabilities on the Consolidated Statements of Financial Position with investment options generally mirroring those funds held

18

by the rabbi trust.  These balances are classified as Level 2.  The Company also offers a fixed rate investment option to participants.  The rate earned on these investments is adjusted annually based on a specified percentage of the I.R.S. applicable federal rates.  These balances are classified as Level 2. Securities held by the trust are classified as trading securities. Therefore, unrealized gains and losses associated with these investments are included in the Company's earnings. Securities held by the trust generated gains of $5.2 million for the three months ended January 26, 2020, compared to gains of $1.4 million for the three months ended January 27, 2019.
(4) 
The Company’s commodity derivatives represent futures contracts and options used in its hedging or other programs to offset price fluctuations associated with purchases of corn and hogs, and to minimize the price risk assumed when forward priced contracts are offered to the Company’s commodity suppliers.  The Company’s futures 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. All derivatives are reviewed for potential credit risk and risk of nonperformance.  The net balance for each program is included in Other Current Assets or Accounts Payable, as appropriate, in the Consolidated Statements of Financial Position.  As of January 26, 2020, the Company has recognized the right to reclaim net cash collateral of $10.0 million from various counterparties (including $13.3 million of realized gains on closed positions offset by cash owed of $3.3 million).  As of October 27, 2019, the Company had recognized the right to reclaim net cash collateral of $6.5 million from various counterparties (including $10.5 million of realized gains on closed positions offset by cash owed of $4.0 million).
 
The Company’s financial assets and liabilities include accounts receivable, accounts payable, and other liabilities, for which carrying value approximates fair value.  The Company does not carry its long-term debt at fair value in its Consolidated Statements of Financial Position.  Based on borrowing rates available to the Company for long-term financing with similar terms and average maturities, the fair value of long-term debt, utilizing discounted cash flows (Level 2), was $259.6 million as of January 26, 2020, and $257.7 million as of October 27, 2019.

In accordance with the provisions of ASC 820, the Company measures certain nonfinancial assets and liabilities at fair value, which are recognized or disclosed on a nonrecurring basis (e.g. goodwill, intangible assets, and property, plant and equipment).   During the three months ended January 26, 2020, and January 27, 2019, there were no material remeasurements of assets or liabilities at fair value on a nonrecurring basis subsequent to their initial recognition.


NOTE L - LEASES

The Company has operating leases for manufacturing facilities, office space, warehouses, transportation equipment, and miscellaneous real estate and equipment contracts. Finance leases primarily include turkey growing facilities and an aircraft. The Company's lessor portfolio consists primarily of immaterial operating leases of farm land to third parties.

The Company determines if an arrangement contains a lease at inception. Right-of-use assets and lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at the commencement date. Leases with an initial term of twelve months or less are not recorded on the Consolidated Statements of Financial Position. The Company combines lease and non-lease components together in determining the minimum lease payments for all leases.

The length of the lease term used in recording right-of-use assets and lease liabilities is based on the contractually required lease term adjusted for any options to renew, early terminate, or purchase the lease that are reasonably certain of being exercised. Most leases include one or more options to renew or terminate. The exercise of lease renewal and termination options is at the Company’s discretion and generally is not reasonably certain at lease commencement. The Company’s lease agreements typically do not contain material residual value guarantees. The Company has one lease with an immaterial residual value guarantee that is included in the minimum lease payments.

Certain lease agreements include rental payment increases over the lease term that can be fixed or variable. Fixed payment increases and variable payment increases based on an index or rate are included in the initial lease liability using the index or rate at commencement date. Variable payment increases not based on an index or rate are recognized as incurred.

If the rate implicit in the lease is not readily determinable, the Company used its periodic incremental borrowing rate, based on the information available at commencement date, to determine the present value of future lease payments. For the initial implementation of ASU 2016-02, Leases (Topic 842) the incremental borrowing rate on October 28, 2019, was used to determine the present value of existing operating right-of-use assets and lease liabilities.


19

Supplemental balance sheet information related to leases as of January 26, 2020, are as follows:
(in thousands)
Location on Consolidated Statements of Financial Position
 
January 26, 2020
Right-of-Use Assets
 
 
 

Operating
Other Assets
 
$
60,226

Finance
Net Property, Plant and Equipment
 
67,126

Total Right-of-Use Assets
 
$
127,352

Liabilities
 
 
 
Current
 
 
 
Operating
Accrued Expenses
 
$
13,728

Finance
Current Maturities of Long-Term Debt
 
8,259

Noncurrent
 
 
 
Operating
Other Long-Term Liabilities
 
48,561

Finance
Long-Term Debt - Less Current Maturities
 
58,972

Total Lease Liabilities

 
$
129,520



Lease expenses for the three months ended January 26, 2020, are as follows:
(in thousands)
 
January 26, 2020
Operating Lease Cost (1)
 
$
5,124

Finance Lease Cost
 
 

Amortization of Right-of-Use Assets
 
1,999

Interest on Lease Liabilities
 
605

Variable Lease Cost (2)
 
102,668

Net Lease Cost
 
$
110,396


(1) 
Includes short-term lease costs, which are immaterial.
(2) 
ASC 842 - Leases requires disclosure of payments related to agreements with an embedded lease that are not otherwise reflected on the balance sheet. The Company's variable lease costs primarily include inventory related expenses, such as materials, labor, and overhead, from manufacturing and service agreements that contain embedded leases. Variability of these costs is determined based on usage or output and may vary for other reasons such as changes in material prices.

The weighted-average remaining lease term and discount rate for lease liabilities included in the Consolidated Statements of Financial Position as of January 26, 2020, are as follows:
 
 
January 26, 2020
Weighted Average Remaining Lease Term
 
 
Operating Leases
 
7.57 years

Finance Leases
 
8.83 years

Weighted Average Discount Rate
 
 
Operating Leases
 
2.30
%
Finance Leases
 
3.58
%


Supplemental cash flow and other information related to leases for the three months ended January 26, 2020, are as follows:
(in thousands)
 
January 26, 2020
Cash Paid for Amounts Included in the Measurement of Lease Liabilities
 
 

Operating Cash Flows from Operating Leases
 
$
3,057

Operating Cash Flows from Finance Leases
 
605

Financing Cash Flows from Finance Leases
 
2,019




20

The maturity of the Company's lease liabilities as of January 26, 2020, are as follows:
(in thousands)
Operating Leases (1)
 
Finance Leases (2)
 
Total
2020 (nine months remaining)
$
11,691

 
$
7,891

 
$
19,582

2021
11,653

 
10,338

 
21,991

2022
9,139

 
9,934

 
19,072

2023
8,157

 
9,738

 
17,895

2024
5,730

 
9,612

 
15,341

2025
3,396

 
8,117

 
11,513

2026 and beyond
18,644

 
21,192

 
39,836

Total Lease Payments
$
68,410

 
$
76,821

 
$
145,231

Less: Imputed Interest
6,120

 
9,591

 
15,711

Present Value of Lease Liabilities
$
62,290

 
$
67,230

 
$
129,520

(1) 
Operating lease payments exclude $3.6 million of legally binding minimum lease payments for leases signed but not yet commenced.
(2) 
Over the life of the lease contracts, finance lease payments include $8.9 million related to purchase options which are reasonably certain of being exercised.

NOTE M - EARNINGS PER SHARE DATA
 
The reported net earnings attributable to the Company were used when computing basic and diluted earnings per share.  The following table sets forth the shares used as the denominator for those computations:
 
Three Months Ended
(in thousands)
January 26,
2020
 
January 27,
2019
Basic weighted-average shares outstanding
535,075

 
534,495

Dilutive potential common shares
9,740

 
12,623

Diluted weighted-average shares outstanding
544,815

 
547,118

 
 
 
 
Antidilutive potential common shares
2,734

 
1,070


 

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 four segments:  Grocery Products, Refrigerated Foods, Jennie-O Turkey Store, and International & Other.
 
The Grocery Products segment consists primarily of the processing, marketing, and sale of shelf-stable food products sold predominantly in the retail market, along with the sale of nutritional and private label shelf-stable products to retail, foodservice, and industrial customers.  This segment also includes the results from the Company’s MegaMex joint venture.
 
The Refrigerated Foods segment consists primarily of the processing, marketing, and sale of branded and unbranded pork, beef, and poultry products for retail, foodservice, deli, and commercial customers.
 
The Jennie-O Turkey Store segment consists primarily of the processing, marketing, and sale of branded and unbranded turkey products for retail, foodservice, and fresh product customers.
 
The International & Other segment includes Hormel Foods International, which manufactures, markets, and sells Company products internationally.  This segment also includes the results from the Company’s international joint ventures and royalty arrangements.
 
Intersegment sales are recorded at prices that approximate cost and are eliminated in the Consolidated Statements of Operations.  The Company does not allocate 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 noncontrolling interests are excluded.  These items are included below as Net Unallocated Expense and Noncontrolling Interest when reconciling to Earnings Before Income Taxes.
 

21

Sales and operating profits for each of the Company’s reportable segments and reconciliation to Earnings Before Income Taxes are set forth below.  The Company is an integrated enterprise, characterized by substantial intersegment cooperation, cost allocations, and sharing of assets.  Therefore, the Company does not represent these segments, if operated independently, would report the profit and other financial information shown below.
 
 
Three Months Ended
(in thousands)
January 26,
2020
 
January 27,
2019
Sales to Unaffiliated Customers
 

 
 

Grocery Products
$
540,626

 
$
606,825

Refrigerated Foods
1,351,790

 
1,278,747

Jennie-O Turkey Store
330,128

 
321,234

International & Other
161,890

 
153,549

Total
$
2,384,434

 
$
2,360,355

 
 
 
 
Intersegment Sales
 
 
 
Grocery Products
$
7

 
$
22

Refrigerated Foods
5,803

 
2,178

Jennie-O Turkey Store
27,842

 
28,811

International & Other
—

 
—

Total
33,652

 
31,011

Intersegment Elimination
(33,652
)
 
(31,011
)
Total
$
—

 
$
—

 
 
 
 
Net Sales
 
 
 
Grocery Products
$
540,633

 
$
606,847

Refrigerated Foods
1,357,593

 
1,280,925

Jennie-O Turkey Store
357,970

 
350,045

International & Other
161,890

 
153,549

Intersegment Elimination
(33,652
)
 
(31,011
)
Total
$
2,384,434

 
$
2,360,355

 
 
 
 
Segment Profit
 
 
 
Grocery Products
$
68,435

 
$
95,297

Refrigerated Foods
167,343

 
162,593

Jennie-O Turkey Store
38,551

 
37,904

International & Other
19,952

 
24,978

Total Segment Profit
294,280

 
320,772

Net Unallocated Expense
4,199

 
13,891

Noncontrolling Interest
81

 
94

Earnings Before Income Taxes
$
290,162

 
$
306,975




22

Revenue has been disaggregated into the categories below to show how sales channels affect the nature, amount, timing, and uncertainty of revenue and cash flows. The amount of total revenues contributed by sales channel for the first three months of fiscal 2020 and 2019 are as follows:
 
Three Months Ended
(in thousands)
January 26,
2020
 
January 27,
2019
U.S. Retail
$
1,226,430

 
$
1,253,315

U.S. Foodservice
709,106

 
689,905

U.S. Deli
260,638

 
251,276

International
188,260

 
165,859

Total
$
2,384,434

 
$
2,360,355



The Company’s products primarily consist of meat and other food products. The amount of total revenues contributed by classes of similar products for the first three months of fiscal 2020 and 2019 are as follows: 
 
Three Months Ended
(in thousands)
January 26,
2020
 
January 27,
2019
Perishable
$
1,400,195

 
$
1,341,152

Poultry
459,083

 
441,392

Shelf-stable
450,704

 
436,897

Miscellaneous
74,452

 
140,914

Total
$
2,384,434

 
$
2,360,355



Perishable includes fresh meats, frozen items, refrigerated meal solutions, sausages, hams, guacamole, and bacon (excluding Jennie-O Turkey Store products). Shelf-stable includes canned luncheon meats, peanut butter, chilies, shelf-stable microwaveable meals, hash, stews, meat spreads, flour and corn tortillas, salsas, tortilla chips, and other items that do not require refrigeration. The Poultry category is composed primarily of Jennie-O Turkey Store products. The Miscellaneous category primarily consists of nutritional food products and supplements, dessert and drink mixes, and industrial gelatin products. The reduction in the Miscellaneous category during fiscal 2020 is due to the divestiture of CytoSport on April 15, 2019.


NOTE O - SUBSEQUENT EVENTS

Subsequent to the end of the quarter, the Company announced a definitive agreement to acquire Sadler's Smokehouse for $270.0 million. The transaction closed on March 2, 2020.



23

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
CRITICAL ACCOUNTING POLICIES
 
There have been no material changes in the Company’s Critical Accounting Policies as disclosed in its Annual Report on Form 10-K for the fiscal year ended October 27, 2019.

RESULTS OF OPERATIONS
 
Overview
 
The Company is a global manufacturer and marketer of branded food products. It operates in four reportable segments as described in Note N - Segment Reporting in the Notes to Consolidated Financial Statements in this Quarterly Report on Form 10-Q.
 
The Company reported net earnings per diluted share of $0.45 for the first quarter of fiscal 2020, compared to $0.44 per diluted share in the first quarter of fiscal 2019. Significant factors impacting the quarter were:
 
•
Pretax earnings declined, driven primarily by the divestiture of CytoSport last year. Net earnings increased as a lower effective tax rate for the quarter and profit growth from Refrigerated Foods and Jennie-O Turkey Store more than offset the impact of the CytoSport divestiture and lower earnings in the Grocery Products and International & Other segments.
•
Refrigerated Foods segment profit increased primarily due to improved commodity profits while higher raw material costs pressured the value-added businesses.
•
Grocery Products profit was negatively impacted by the divestiture of CytoSport, higher raw material costs, lower contract manufacturing profits, and decreased volumes.
•
Jennie-O Turkey Store segment profit increased due to higher commodity profits and operational improvements.
•
International & Other profit declined, driven by significantly higher pork raw material costs for the Company's businesses in Brazil, China, and other Asian countries such as South Korea and the Philippines.
•
Subsequent to the end of the quarter, the Company announced a definitive agreement to acquire Sadler's Smokehouse for $270.0 million. The transaction closed on March 2, 2020.
 
Consolidated Results
 
Volume, Net Sales, Earnings, and Diluted Earnings per Share
 
Three Months Ended
(in thousands, except per share amounts)
January 26, 2020
 
January 27, 2019
 
%
Change
Volume (lbs.)
1,186,987

 
1,196,893

 
(0.8
)
Organic Volume (1)
1,186,987

 
1,161,059

 
2.2

Net Sales
$
2,384,434

 
$
2,360,355

 
1.0

Organic Net Sales (1)
2,384,434

 
2,295,201

 
3.9

Net Earnings
242,872

 
241,425

 
0.6

Diluted Earnings per Share
0.45

 
0.44

 
2.3


(1)The non-GAAP adjusted financial measurements are presented to provide investors additional information to facilitate the comparison of past and present operations.  The Company believes these non-GAAP financial measurements provide useful information to investors because they are measurements used to evaluate performance on a comparable year-over-year basis.  These non-GAAP measurements are not in accordance with accounting principles generally accepted in the United States (GAAP) nor intended to be a substitute for GAAP measurements in analyzing financial performance.  These non-GAAP measurements may be different from measures used by other companies.

Organic net sales and organic volume are defined as net sales and volume, excluding the impact of acquisitions and divestitures.  Organic net sales and organic volume exclude the impacts of the CytoSport divestiture (April 2019) in the Grocery Products and International & Other segments. The tables below show the calculations to reconcile from the GAAP measures to the non-GAAP adjusted measures in the first quarter of fiscal 2019.


24

Reconciliation of Non-GAAP Measures
 
 
 
 
 
 
 
 
 
First Quarter
 
Fiscal 2020
 
Fiscal 2019
 
 
(in thousands)
Reported GAAP
 
Reported GAAP
Divestitures
Organic (Non-GAAP)
 
Organic
% Change
Volume (lbs.)
 
 
 
 
 
 
 
Grocery Products
292,919

 
338,743

(34,807
)
303,936

 
(3.6
)
Refrigerated Foods
605,608

 
589,356

—

589,356

 
2.8

Jennie-O Turkey Store
197,200

 
182,159

—

182,159

 
8.3

International & Other
91,260

 
86,635

(1,027
)
85,608

 
6.6

   Total Volume
1,186,987

 
1,196,893

(35,834
)
1,161,059

 
2.2

 
 
 
 
 
 
 
 
Net Sales
 
 
 
 
 
 
 
Grocery Products
$
540,626

 
$
606,825

$
(63,172
)
$
543,653

 
(0.6
)
Refrigerated Foods
1,351,790

 
1,278,747

—

1,278,747

 
5.7

Jennie-O Turkey Store
330,128

 
321,234

—

321,234

 
2.8

International & Other
161,890

 
153,549

(1,982
)
151,567

 
6.8

   Total Net Sales
$
2,384,434

 
$
2,360,355

$
(65,154
)
$
2,295,201

 
3.9


The increase in net sales for the first quarter of fiscal 2020 was primarily related to higher sales of commodity items in Refrigerated Foods and Jennie-O Turkey Store along with strong growth from brands such as Hormel® Black Label® bacon, Hormel® Gatherings® party trays, Hormel® Cure 81® ham, and Applegate®. These increases more than offset the impact from the CytoSport divestiture.

Cost of Products Sold
 
Three Months Ended
(in thousands)
January 26, 2020
 
January 27,
2019
 
%
Change
Cost of Products Sold
$
1,916,014

 
$
1,872,021

 
2.4

Cost of products sold for the first quarter of fiscal 2020 increased, driven by higher pork and beef raw material costs.
 
Gross Profit
 
Three Months Ended
(in thousands)
January 26, 2020
 
January 27,
2019
 
%
Change
Gross Profit
$
468,421

 
$
488,334

 
(4.1
)
Percentage of Net Sales
19.6
%
 
20.7
%
 
 
 
Gross profit as a percentage of net sales declined for the first quarter. Higher pork and beef raw material costs impacted the Refrigerated Foods, Grocery Products, and International & Other segments. Grocery Products was further impacted by a weaker sales mix due to the divestiture of CytoSport and lower Skippy® peanut butter pricing. International & Other saw pork costs for its multinational and affiliated businesses increase significantly over the first quarter of fiscal 2019 due to supply shortages caused by African swine fever. Jennie-O Turkey Store declined on lower retail and foodservice sales.
 
Looking ahead to the second quarter of fiscal 2020, the Company expects the value-added businesses in Refrigerated Foods and continued improvement at Jennie-O Turkey Store to help offset declines in the International & Other and Grocery Products segments. The divestiture of the CytoSport business and lower Skippy® peanut butter pricing will continue to impact Grocery Products in the second quarter.


25

Selling, General and Administrative (SG&A)
 
Three Months Ended
(in thousands)
January 26, 2020
 
January 27,
2019
 
%
Change
SG&A
$
195,521

 
$
193,544

 
1.0
Percentage of Net Sales
8.2
%
 
8.2
%
 
 
 
For the first quarter of fiscal 2020, SG&A expenses increased primarily due to a one-time benefit from a legal settlement in fiscal 2019.

Due to the CytoSport divestiture, advertising investments in the first quarter declined. Advertising investments for the full year are expected to be in line with the prior year.

Equity in Earnings of Affiliates
 
Three Months Ended
(in thousands)
January 26, 2020
 
January 27, 2019
 
%
Change
Equity in Earnings of Affiliates
$
7,588

 
$
11,458

 
(33.8
)
 
Equity in earnings of affiliates for the first quarter of fiscal 2020 was lower as the Company's international affiliates were impacted by higher pork raw material costs due to African swine fever.

Effective Tax Rate
 
Three Months Ended
 
January 26, 2020
 
January 27, 2019
Effective Tax Rate
16.3
%
 
21.3
%

The effective tax rate in fiscal 2020 was impacted by a large volume of stock option exercises during the first quarter. The Company still expects a full-year effective tax rate between 20.5 and 22.5 percent for fiscal 2020. For further information, refer to Note I - Income Taxes.


26

Segment Results
 
Net sales and operating profits for each of the Company’s reportable segments are set forth below.  The Company is an integrated enterprise, characterized by substantial intersegment cooperation, cost allocations, and sharing of assets.  Therefore, the Company does not represent these segments, if operated independently, would report the operating profit and other financial information shown below. 
 
Three Months Ended
(in thousands)
January 26, 2020
 
January 27, 2019
 
% Change
Net Sales
 

 
 

 
 

Grocery Products
$
540,626

 
$
606,825

 
(10.9
)
Refrigerated Foods
1,351,790

 
1,278,747

 
5.7

Jennie-O Turkey Store
330,128

 
321,234

 
2.8

International & Other
161,890

 
153,549

 
5.4

Total
$
2,384,434

 
$
2,360,355

 
1.0

 
 
 
 
 
 
Segment Profit
 

 
 

 
 

Grocery Products
$
68,435

 
$
95,297

 
(28.2
)
Refrigerated Foods
167,343

 
162,593

 
2.9

Jennie-O Turkey Store
38,551

 
37,904

 
1.7

International & Other
19,952

 
24,978

 
(20.1
)
Total Segment Profit
294,280

 
320,772

 
(8.3
)
Net Unallocated Expense
4,199

 
13,891

 
(69.8
)
Noncontrolling Interest
81

 
94

 
(13.8
)
Earnings Before Income Taxes
$
290,162

 
$
306,975

 
(5.5
)
 
 
Grocery Products
 
Three Months Ended
(in thousands)
January 26,
2020
 
January 27,
2019
 
%
Change
Volume (lbs.)
292,919

 
338,743

 
(13.5
)
Net Sales
$
540,626

 
$
606,825

 
(10.9
)
Segment Profit
68,435

 
95,297

 
(28.2
)

Net sales for the first quarter of fiscal 2020 decreased due to the CytoSport divestiture and lower Skippy® peanut butter sales. These declines more than offset growth from the SPAM® family of products, Justin's® branded items, Wholly® guacamole dips, and Herdez® salsas and sauces.

For the first quarter, segment profit declined primarily due to the divestiture of CytoSport, higher raw material costs, lower contract manufacturing profits, and decreased volumes. Grocery Products also benefited from a legal settlement in fiscal 2019.

The Company anticipates lower volume and sales in the second quarter due to the divestiture of CytoSport and lower prices on Skippy® peanut butter products. Segment profit is also expected to decline, primarily due to the impact from the divestiture of CytoSport.
 
Refrigerated Foods
 
Three Months Ended

(in thousands)
January 26,
2020
 
January 27,
2019
 
%
Change
Volume (lbs.)
605,608

 
589,356

 
2.8
Net Sales
$
1,351,790

 
$
1,278,747

 
5.7
Segment Profit
167,343

 
162,593

 
2.9
 

27

First quarter volume and net sales increases were led by strong demand for value-added products and higher commodity sales. Branded sales growth was led by Hormel® Black Label® bacon and Hormel® Cure 81® ham in retail, Hormel® pizza toppings and Fontanini® items in foodservice, and Hormel® Gatherings® party trays in deli. Applegate® branded items in retail and foodservice also contributed to sales growth.

Refrigerated Foods segment profit increased as higher raw material costs across the value-added businesses were more than offset by increased commodity profits.
 
Looking ahead to the second quarter, Refrigerated Foods is expected to grow volume, sales, and segment profit due to strong demand for value-added products. The impact of African swine fever and the outbreak of coronavirus in China could create market volatility which presents risk to input costs.
 
Jennie-O Turkey Store
 
Three Months Ended
(in thousands)
January 26,
2020
 
January 27,
2019
 
%
Change
Volume (lbs.)
197,200

 
182,159

 
8.3
Net Sales
$
330,128

 
$
321,234

 
2.8
Segment Profit
38,551

 
37,904

 
1.7
 
For the first quarter, sales increased due to higher commodity and whole-bird volume and pricing. Jennie-O® lean ground tray pack volume increased as incremental distribution was regained during the quarter.

Segment profit for the first quarter increased due to higher commodity profits and operational improvements.
 
Jennie-O Turkey Store anticipates increased volume, sales, and earnings in the second quarter compared to last year driven by higher prices of commodity items and significant improvements in operations.

International & Other
 
Three Months Ended
(in thousands)
January 26,
2020
 
January 27,
2019
 
%
Change
Volume (lbs.)
91,260

 
86,635

 
5.3

Net Sales
$
161,890

 
$
153,549

 
5.4

Segment Profit
19,952

 
24,978

 
(20.1
)
 
Volume and sales for the first quarter increased, driven by higher fresh pork export volume and strong demand in China.
 
Segment profit for the quarter decreased due to significantly higher pork raw material costs for our businesses in Brazil, China, and other Asian countries such as South Korea and the Philippines.

Due to the recent outbreak of coronavirus, International & Other anticipates a difficult second quarter. The impact for the remainder of the year is currently unknown as it will depend on how swiftly the outbreak is contained, the sales pipeline is refilled, and plants return to full capacity.

Unallocated Income and Expenses
 
The Company does not allocate investment income, interest expense, or interest income to its segments when measuring performance.  The Company also retains various other income and unallocated expenses at the corporate level.  Equity in earnings of affiliates is included in segment profit; however, earnings attributable to the Company’s noncontrolling interests are excluded. These items are included in the segment table for the purpose of reconciling segment results to earnings before income taxes.
 
Three Months Ended
(in thousands)
January 26,
2020
 
January 27,
2019
Net Unallocated Expense
$
4,199

 
$
13,891

Noncontrolling Interest Earnings
81

 
94

 

28

Net unallocated expense declined for the first quarter of fiscal 2020 driven by higher investment income. Expenses incurred in fiscal 2019 associated with the sale of the Fremont plant offset the benefit from a legal settlement last year.


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, 2019.

LIQUIDITY AND CAPITAL RESOURCES
 
Cash and cash equivalents were $724.4 million at the end of the first quarter of fiscal 2020 compared to $512.7 million at the end of the comparable fiscal 2019 period.
 
Cash provided by operating activities was $188.4 million in the first three months of fiscal 2020 compared to $187.4 million in the same period of fiscal 2019.  Cash flows from operating activities continue to provide the Company with its principal source of liquidity.  The Company does not anticipate a significant risk to cash flows from this source in the foreseeable future because the Company operates in a relatively stable industry and has strong brands across many product lines.

Cash used in investing activities was $60.5 million in the first three months of fiscal 2020 compared to $1.7 million in the same period of fiscal 2019.  Capital expenditures in the first three months of fiscal 2020 increased to $58.2 million from $39.4 million in the comparable period of fiscal 2019.  The Company currently estimates its fiscal 2020 capital expenditures to be approximately $360.0 million.  Key projects for the full year include an expansion of the Company's Burke Corporation pizza-toppings facility in Nevada, Iowa; a new dry sausage production facility in Nebraska; Project Orion; and other projects to support growth of branded products. Fiscal 2019 included $30.6 million of proceeds from the sale of the Fremont, Nebraska, production facility.
 
Cash used in financing activities was $77.9 million in the first three months of fiscal 2020 compared to $128.9 million in the same period of fiscal 2019. The Company repurchased no shares of common stock in the first three months of fiscal 2020 compared to $44.8 million repurchased during the same period of the prior year.  For additional information pertaining to the Company’s share repurchase plans or programs, see Part II, Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds.
 
Cash dividends paid to the Company’s shareholders continue to be an ongoing financing activity for the Company.  Dividends paid in the first three months of fiscal 2020 were $112.2 million compared to $100.1 million in the comparable period of fiscal 2019.  For fiscal 2020, the annual dividend rate was increased to $0.93 per share, representing the 54th consecutive annual dividend increase.  The Company has paid dividends for 366 consecutive quarters and expects to continue doing so.

The Company is required by certain covenants in its debt agreements to maintain specified levels of financial ratios and financial position.  At the end of the first quarter of fiscal 2020, the Company was in compliance with all of these debt covenants.
 
The Company is dedicated to returning excess cash flow to shareholders through dividend payments.  Growing the business through innovation and evaluating opportunities for strategic acquisitions remain a focus for the Company.  Reinvestments in the business to ensure employee and food safety are a top priority for the Company.  Capital spending to enhance and expand current operations will also be a significant cash outflow for fiscal 2020.
 
Contractual Obligations and Commercial Commitments

The Company records income taxes in accordance with the provisions of ASC 740, Income Taxes. The Company is unable to determine its contractual obligations by year related to this pronouncement, as the ultimate amount or timing of settlement of its reserves for income taxes cannot be reasonably estimated. The total liability for unrecognized tax benefits, including interest and penalties, at January 26, 2020, was $23.3 million.

There have been no other 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, 2019.


Off-Balance Sheet Arrangements
 
As of January 26, 2020, and October 27, 2019, the Company had $45.3 million and $44.8 million, respectively, of standby letters of credit issued on its behalf.  The standby letters of credit are primarily related to the Company’s self-insured workers compensation programs.  This amount includes $2.7 million as of January 26, 2020, and October 27, 2019, of revocable standby letters of credit for obligations of an affiliated party that may arise under workers compensation claims.  Letters of credit are not reflected in the Company’s Consolidated Statements of Financial Position.
 

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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.
 
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 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 earnings 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 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.
 
In making these statements, the Company is not undertaking, and specifically declines to undertake, any obligation to address or update each or any factor in future filings or communications regarding the Company’s business or results, and is not undertaking to address how any of these factors may have caused changes to discussions or information contained in previous filings or communications. Though the Company has attempted to list comprehensively these important cautionary risk factors, the Company wishes to caution investors and others that other factors may in the future prove to be important in affecting the Company’s business or results of operations.
 
The Company cautions readers not to place undue reliance on forward-looking statements, which represent current views as of the date made.  Forward-looking statements are inherently at risk to any changes in the national and worldwide economic environment, which could include, among other things, economic conditions, political developments, currency exchange rates, interest and inflation rates, accounting standards, taxes, and laws and regulations affecting the Company and its markets.

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Hog Markets:  The Company’s earnings are affected by fluctuations in the live hog market.  To minimize the impact on earnings, and to ensure a steady supply of quality hogs, the Company has entered into contracts with producers for the purchase of hogs at formula-based prices over periods of up to 10 years.  Hogs purchased under contract accounted for 93 percent and 96 percent of the total hogs purchased by the Company during the first three months of fiscal years 2020 and 2019, respectively.  The majority of these contracts use market-based formulas based on hog futures, hog primal values, or industry reported hog markets.  Other contracts use a formula based on the cost of production, which can fluctuate independently from hog markets.  The Company’s value-added branded portfolio helps mitigate changes in hog and pork market prices.  Therefore, a hypothetical 10 percent change in the cash hog market would have had an immaterial effect on the Company’s results of operations.
 
The Company utilizes a hedge program to reduce exposure and offset the fluctuations in the Company's future direct hog purchases. The program utilizes lean hog futures which are accounted for under cash flow hedge accounting. The fair value of the Company's open futures contracts in this program as of January 26, 2020 was $0.4 million, before tax, compared to $5.8 million, before tax, as of October 27, 2019. The Company measures its market risk exposure on its lean hog futures contracts using a sensitivity analysis, which considers a hypothetical 10 percent change in the market prices for lean hogs. A 10 percent decrease in the market price for lean hogs would have negatively impacted the fair value of the Company's January 26, 2020, open lean hog contracts by $12.2 million, which in turn would lower the Company's future cost on purchased hogs by a similar amount.

Turkey Production Costs:  The Company raises or contracts for live turkeys to meet the majority of its raw material supply requirements.  Production costs in raising turkeys are subject primarily to fluctuations in feed prices, and to a lesser extent, fuel costs.  Under normal, long-term market conditions, changes in the cost to produce turkeys are offset by proportional changes in the turkey market.

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The Company’s utilizes a hedge program to reduce exposure and offset the fluctuation in the Company's future direct grain purchases.  This program utilizes corn futures for Jennie-O Turkey Store, and these contracts are accounted for under cash flow hedge accounting.  The fair value of the Company’s open futures contracts as of January 26, 2020, was $(3.7) million, before tax, compared to $(2.2) million, before tax, as of October 27, 2019.  The Company measures its market risk exposure on its grain futures contracts using a sensitivity analysis, which considers a hypothetical 10 percent change in the market prices for grain.  A 10 percent decrease in the market price for grain would have negatively impacted the fair value of the Company’s January 26, 2020, open grain contracts by $7.9 million, which in turn would lower the Company’s future cost on purchased grain by a similar amount.

Other Input Costs: The costs of raw materials, packaging materials, freight, fuel, and energy may cause the Company's results to fluctuate significantly. To manage input cost volatility, the Company pursues cost saving measures, forward pricing, derivatives, and pricing actions when necessary.
 
Investments:  The Company has corporate-owned life insurance policies classified as trading securities as part of a rabbi trust to fund certain supplemental executive retirement plans and deferred income plans.  As of January 26, 2020, the balance of these securities totaled $170.3 million compared to $157.5 million as of October 27, 2019.  A majority of these securities represent fixed income funds.  The Company is subject to market risk due to fluctuations in the value of the remaining investments, as unrealized gains and losses associated with these securities are included in the Company’s net earnings on a mark-to-market basis.  A 10 percent decline in the value of the investments not held in fixed income funds would have a negative impact to the Company’s pretax earnings of approximately $8.2 million, while a 10 percent increase in value would have a positive impact of the same amount.
 
International Assets:  The fair values of certain Company assets are subject to fluctuations in foreign currencies. The Company's net asset position in foreign currencies as of January 26, 2020 was $566.8 million, compared to $543.8 million as of October 27, 2019, with most of the exposure existing in Chinese yuan and Brazilian real. Changes in currency exchange rates impact the fair values of the Company assets either currently through the Consolidated Statements of Operations within Interest and Investment Income or through the Consolidated Statements of Financial Position within Accumulated Other Comprehensive Loss.

The Company measures its foreign currency exchange risk by using a 10 percent sensitivity analysis on the Company's primary foreign net asset position, the Chinese yuan and Brazilian real, as of January 26, 2020. A 10 percent strengthening in the value of the Chinese yuan relative to the U.S. dollar would result in other comprehensive income of approximately $35.9 million pretax. A 10 percent weakening in the value of the Chinese yuan relative to the U.S. dollar would result in other comprehensive loss of approximately $29.4 million pretax. A 10 percent strengthening in the value of the Brazilian real relative to the U.S. dollar would result in other comprehensive income of approximately $13.7 million pretax. A 10 percent weakening in the value of the Brazilian real relative to the U.S. dollar would result in other comprehensive loss of approximately $11.2 million pretax.

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 that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.  Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that 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 Commission rules and forms, and that 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 Controls.
The Company is in the midst of a multi-year transformation project (Project Orion) to achieve better analytics, customer service, and process efficiencies through the use of Oracle Cloud Solutions. During the first quarter of fiscal 2020, the Company completed the implementation of certain human resources and payroll solutions. Additional phases will be implemented over the next several years. Emphasis has been on the maintenance of effective internal controls throughout development and deployment of all phases. The Company evaluated and concluded the first phase of Project Orion has not materially affected the Company's internal control over financial reporting. Based on this evaluation there has been no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the first quarter of fiscal 2020 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.


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PART II - OTHER INFORMATION
 
Item 1.  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, contract disputes, intellectual property, competition laws, employment practices, or other actions brought by employees, consumers, competitors, 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.  Resolutions of any currently known matters, either individually or in the aggregate, are not expected to have a material effect on the Company’s financial condition, results of operations, or liquidity.

Item 1A.  RISK FACTORS
 
Risk Factors

The Company’s operations are subject to the general risks of the food industry.

The food products manufacturing industry is subject to the risks posed by:
▪
food spoilage;
▪
food contamination caused by disease-producing organisms or pathogens, such as Listeria monocytogenes, Salmonella, and pathogenic E. coli;
▪
food allergens;
▪
nutritional and health-related concerns;
▪
federal, state, and local food processing controls;
▪
consumer product liability claims;
▪
product tampering; and
▪
the possible unavailability and/or expense of liability insurance.

The pathogens that may cause food contamination are found generally in livestock and in the environment and thus may be present in our products. These pathogens also can be introduced to our products as a result of improper handling by customers or consumers. We do not have control over handling procedures once our products have been shipped for distribution. If one or more of these risks were to materialize, the Company’s brand and business reputation could be negatively impacted. In addition, revenues could decrease, costs of doing business could increase, and the Company’s operating results could be adversely affected.

Deterioration of economic conditions could harm the Company’s business.

The Company's business may be adversely affected by changes in national or global economic conditions, including inflation, interest rates, availability of capital, energy availability and costs (including fuel surcharges), and the effects of governmental initiatives to manage economic conditions. Decreases in consumer spending rates and shifts in consumer product preferences could also negatively impact the Company.

Volatility in financial markets and the deterioration of national and global economic conditions could impact the Company’s operations as follows:

▪
The financial stability of our customers and suppliers may be compromised, which could result in additional bad debts for the Company or non-performance by suppliers; and
▪
The value of our investments in debt and equity securities may decline, including most significantly the Company’s trading securities held as part of a rabbi trust to fund supplemental executive retirement plans and deferred income plans, and the Company’s assets held in pension plans.

The Company utilizes hedging programs to manage its exposure to various commodity market risks, which qualify for hedge accounting for financial reporting purposes. Volatile fluctuations in market conditions could cause these instruments to become ineffective, which could require any gains or losses associated with these instruments to be reported in the Company’s earnings each period. These instruments may limit the Company’s ability to benefit from market gains if commodity prices become more favorable than those secured under the Company’s hedging programs.

Additionally, if a highly pathogenic human disease outbreak developed in the United States or internationally, it may negatively impact the national or global economy, demand for Company products, supplies to the Company, the Company's production processes, and/or the Company’s workforce availability, and the Company’s financial results could suffer. Most recently, the Company is monitoring the coronavirus outbreak and its impact on China operations. The Company has developed contingency

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plans to address infectious disease scenarios and the potential impact on its operations, and will continue to update these plans as necessary. There can be no assurance given, however, that these plans will be effective in eliminating the negative effects of any such diseases on the Company’s operating results.

Outbreaks of disease among livestock and poultry flocks could harm the Company’s revenues and operating margins.

The Company is subject to risks associated with the outbreak of disease in pork and beef livestock, and poultry flocks, including African swine fever (ASF), Bovine Spongiform Encephalopathy (BSE), pneumo-virus, Porcine Circovirus 2 (PCV2), Porcine Reproduction & Respiratory Syndrome (PRRS), Foot-and-Mouth Disease (FMD), Porcine Epidemic Diarrhea Virus (PEDv), and Highly Pathogenic Avian Influenza (HPAI). The outbreak of such diseases could adversely affect the Company’s supply of raw materials, increase the cost of production, reduce utilization of the Company’s harvest facilities, and reduce operating margins. Additionally, the outbreak of disease may hinder the Company’s ability to market and sell products both domestically and internationally.

According to the Ministry of Agriculture and Rural Affairs of the People's Republic of China, as of November 2019, the outbreak of ASF in China has eliminated over 40 percent of the country's hog herd compared to the prior year. The disease has also spread to additional countries in Asia and Europe. If an outbreak of ASF were to occur in the United States, the Company's supply of hogs and pork could be materially impacted.

The Company has developed business continuity plans for various disease scenarios and will continue to update these plans as necessary. There can be no assurance given, however, that these plans will be effective in eliminating the negative effects of any such diseases on the Company’s operating results.

Fluctuations in commodity prices and availability of pork, poultry, beef, feed grains, avocados, peanuts, energy, and whey could harm the Company’s earnings.

The Company’s results of operations and financial condition are largely dependent upon the cost and supply of pork, poultry, beef, feed grains, avocados, peanuts, and whey as well as energy costs and the selling prices for many of our products, which are determined by constantly changing market forces of supply and demand.

The live hog industry has evolved to large, vertically-integrated operations using long-term supply agreements. This has resulted in fewer hogs being available on the cash spot market. Consequently, the Company uses long-term supply contracts based on market-based formulas or the cost of production to ensure a stable supply of raw materials while minimizing extreme fluctuations in costs over the long-term. This may result, in the short-term, in higher live hog costs compared to the cash spot market depending on the relationship of the cash spot market to contract prices. Market-based pricing on certain product lines, and lead time required to implement pricing adjustments, may prevent all or part of these cost increases from being recovered, and these higher costs could adversely affect our short-term financial results.

Jennie-O Turkey Store raises turkeys and contracts with turkey growers to meet its raw material requirements for whole birds and processed turkey products. Results in these operations are affected by the cost and supply of feed grains, which fluctuate due to climate conditions, production forecasts, and supply and demand conditions at local, regional, national, and worldwide markets. The Company attempts to manage some of its short-term exposure to fluctuations in feed prices by forward buying, using futures contracts, and pursuing pricing advances. However, these strategies may not be adequate to overcome sustained increases in market prices due to alternate uses for feed grains or other changes in these market conditions.

The supplies of natural and organic proteins may impact the Company’s ability to ensure a continuing supply of these products. To mitigate this risk, the Company partners with multiple long-term suppliers.

International trade barriers and other restrictions could result in less foreign demand and increased domestic supply of proteins, thereby potentially lowering prices. The Company occasionally utilizes in-country production to limit this exposure.

Market demand for the Company’s products may fluctuate.

The Company faces competition from other producers of proteins such as pork, beef, turkey, chicken, and fish, as well as providers of alternative proteins such as nut butters, whey, and plant-based proteins. The factors on which the Company competes include:
▪
price;
▪
product quality and attributes;
▪
brand identification;
▪
breadth of product line; and
▪
customer service.

Demand for the Company’s products is also affected by competitors’ promotional spending, the effectiveness of the Company’s advertising and marketing programs, and consumer perceptions. Failure to identify and react to changes in food trends such as

33

sustainability of product sources and animal welfare could lead to, among other things, reduced demand for the Company’s brands and products. The Company may be unable to compete successfully on any or all of these factors in the future.

The Company’s operations are subject to the general risks associated with acquisitions and divestitures.

The Company has made several acquisitions and divestitures in recent years, most recently the acquisition of Sadler's Smokehouse, that align with the Company’s strategic initiative to deliver long-term value to shareholders. The Company regularly reviews strategic opportunities to grow through acquisitions and to divest non-strategic assets. Potential risks associated with these transactions include the inability to consummate a transaction on favorable terms, the diversion of management's attention from other business concerns, the potential loss of key employees and customers of current or acquired companies, the inability to integrate or divest operations successfully, the possible assumption of unknown liabilities, potential disputes with buyers or sellers, potential impairment charges if purchase assumptions are not achieved or market conditions decline, and the inherent risks in entering markets or lines of business in which the Company has limited or no prior experience. Any or all of these risks could impact the Company’s financial results and business reputation. In addition, acquisitions outside the United States may present unique challenges and increase the Company's exposure to the risks associated with foreign operations.

The Company is subject to disruption of operations at co-packers or other suppliers.
Disruption of operations at co‑packers or other suppliers may impact the Company’s product or raw material supply, which could have an adverse effect on the Company’s financial results. Additionally, actions taken to mitigate the impact of any potential disruption, including increasing inventory in anticipation of a potential production or supply interruption, may adversely affect the Company’s financial results.
The Company’s operations are subject to the general risks of litigation.

The Company is involved on an ongoing basis in litigation arising in the ordinary course of business. Trends in litigation may include class actions involving employees, consumers, competitors, suppliers, shareholders, or injured persons, and claims relating to product liability, contract disputes, intellectual property, advertising, labeling, wage and hour laws, employment practices, or environmental matters. Litigation trends and the outcome of litigation cannot be predicted with certainty and adverse litigation trends and outcomes could negatively affect the Company’s financial results.

The Company is subject to the loss of a material contract.

The Company is a party to several supply, distribution, contract packaging, and other material contracts. The loss of a material contract could adversely affect the Company’s financial results.

Government regulation, present and future, exposes the Company to potential sanctions and compliance costs that could adversely affect the Company’s business.

The Company’s operations are subject to extensive regulation by the U.S. Department of Homeland Security, the U.S. Department of Agriculture, the U.S. Food and Drug Administration, federal and state taxing authorities, and other federal, state, and local authorities who oversee workforce immigration laws, laws regulating the protection of personal information, cyber-security regulations, tax regulations, animal welfare, food safety standards, and the processing, packaging, storage, distribution, advertising, and labeling of the Company’s products. The Company’s manufacturing facilities and products are subject to continuous inspection by federal, state, and local authorities. Claims or enforcement proceedings could be brought against the Company in the future. The availability of government inspectors due to a government furlough could also cause disruption to the Company’s manufacturing facilities. Additionally, the Company is subject to new or modified laws, regulations, and accounting standards. The Company’s failure or inability to comply with such requirements could subject the Company to civil remedies, including fines, injunctions, recalls, or seizures, as well as potential criminal sanctions.

The Company is subject to stringent environmental regulation and potentially subject to environmental litigation, proceedings, and investigations.

The Company’s past and present business operations and ownership and operation of real property are subject to stringent federal, state, and local environmental laws and regulations pertaining to the discharge of materials into the environment and the handling and disposition of wastes (including solid and hazardous wastes) or otherwise relating to protection of the environment. Compliance with these laws and regulations, as well as any modifications, is material to the Company’s business. Some of the Company’s facilities have been in operation for many years and, over time, the Company and other prior operators of these facilities may have generated and disposed of wastes that now may be considered hazardous. Future discovery of contamination of property underlying or in the vicinity of the Company’s present or former properties or manufacturing facilities and/or waste disposal sites could require the Company to incur additional expenses related to additional investigation, assessment or other requirements. The occurrence of any of these events, the implementation of new laws and regulations, or updated interpretation of existing laws or regulations could adversely affect the Company’s financial results.


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The Company’s foreign operations pose additional risks to the Company’s business.

The Company operates its business and markets its products internationally. The Company’s foreign operations are subject to the risks described above, as well as risks related to fluctuations in currency values, foreign currency exchange controls, compliance with foreign laws, compliance with applicable U.S. laws, including the Foreign Corrupt Practices Act, and other economic or political uncertainties. International sales are subject to risks related to general economic conditions, imposition of tariffs, quotas, trade barriers and other restrictions, enforcement of remedies in foreign jurisdictions and compliance with applicable foreign laws, and other economic and political uncertainties. All of these risks could result in increased costs or decreased revenues, which could adversely affect the Company’s financial results.

The Company may be adversely impacted if the Company is unable to protect information technology systems against, or effectively respond to, cyber-attacks or security breaches.

Information technology systems are an important part of the Company’s business operations. Attempted cyber-attack and other cyber incidents are occurring more frequently and are being made by groups and individuals with a wide range of motives and expertise.

In addition, the Company is in the midst of a multi-year transformation project (Project Orion) to achieve better analytics, customer service, and process efficiencies through the use of Oracle Cloud Solutions. This project is expected to improve the efficiency and effectiveness of certain financial and business transaction processes and the underlying systems environment. The Company implemented human resources and payroll functionality in December 2019. Additional integrations are expected to take place throughout fiscal 2020 and over the next few years. Such an implementation is a major undertaking from a financial, management, and personnel perspective. The implementation of the enterprise resource planning system may prove to be more difficult, costly, or time consuming than expected, and there can be no assurance that this system will be beneficial to the extent anticipated.

In an attempt to mitigate these risks, the Company has implemented and continues to evaluate security initiatives and business continuity plans.

Deterioration of labor relations or increases in labor costs could harm the Company’s business.

As of January 26, 2020, the Company had approximately 18,700 employees worldwide, of which approximately 3,220 were represented by labor unions, principally the United Food and Commercial Workers Union. A significant increase in labor costs or a deterioration of labor relations at any of the Company’s facilities or contracted hog processing facilities resulting in work slowdowns or stoppages could harm the Company’s financial results.

Item 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
There were no issuer purchases of equity securities in the first quarter of fiscal 2020. The maximum number of shares that may yet be purchased under the plans or programs as of January 26, 2020 is 4,758,235. 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
 
 
Item 6.  EXHIBITS
 
 
 
 
 
 
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The following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended January 26, 2020, formatted in Inline XBRL: (i) Consolidated Statements of Financial Position, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Shareholders' Investment, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
 
 
104
The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended January 26, 2020, formatted in Inline XBRL (included as Exhibit 101).


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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: March 3, 2020
By
/s/ JAMES N. SHEEHAN
 
 
JAMES N. SHEEHAN
 
 
Executive Vice President and Chief Financial Officer
 
 
(Principal Financial Officer)
 
 
 
Date: March 3, 2020
By
/s/ JANA L. HAYNES
 
 
JANA L. HAYNES
 
 
Vice President and Controller
 
 
(Principal Accounting Officer)


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