United States securities and exchange commission logo
February 29, 2024
Jacinth C. Smiley
Chief Financial Officer
Hormel Foods Corporation
1 Hormel Place
Austin, MN 55912
Re: Hormel Foods
Corporation
Form 10-K for the
Fiscal Year Ended October 29, 2023
Form 8-K furnished
November 29, 2023
File No. 001-02402
Dear Jacinth C. Smiley:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended October 29, 2023
Item 3. Legal Proceedings, page 13
1. We note your disclosure
that you entered into an unexpected, unfavorable arbitration
ruling. Please disclose
the information required by Item 103 of Regulation S-K or tell us
specifically which
confidentiality provisions in the applicable arbitration rules prohibit
you from disclosing
such information.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
Non-GAAP Financial Measures, page 21
2. We note your non-GAAP
reconciliation tables on page 22 and in your earnings releases
and 10-Q filings. Your
presentation in these tables gives the appearance of a full non-
GAAP income statement.
Please note that the presentation of a full non-GAAP income
statement, or a
presentation that gives the appearance of one, may place undue
prominence on the
non-GAAP information and give the impression that the non-
Jacinth C. Smiley
Hormel Foods Corporation
February 29, 2024
Page 2
GAAP income statement represents a comprehensive basis of accounting.
Please remove
this presentation in your filings. To the extent you wish to present
any of the non-
GAAP measures, you could present a separate reconciliation for each
non-GAAP measure
and provide all disclosures required by Item 10(e)(1)(i) of Regulation
S-K including
quantification and description of each adjustment individually. Refer
to Question
102.10(a) and (c) of the Division's Compliance & Disclosure
Interpretations on Non-
GAAP Financial Measures.
3. We note the discussion of your non-GAAP financial measures which
includes various
adjustments. Please tell us the total amount of each adjustment for
respective periods
presented.
4. We note your adjustment for transformation and modernization
initiatives. Please tell us
your basis for adjusting for these costs in your non-GAAP measures and
your
consideration of Questions 100.01 and 100.04 of the Non-GAAP Financial
Measures
Compliance and Disclosure Interpretations. In particular, tell us how
the excluded items
do not represent standard cash expenses necessary to operate your
business.
Form 8-K furnished November 29, 2023
Exhibit 99, page 7
5. We note that you present and discuss your non-GAAP measures prior to
discussing your
GAAP results of operations. Your presentation appears to give greater
prominence to the
non-GAAP measures and does not comply with Item 10(e)(1)(i)(A) of
Regulation S-
K and Question 102.10 of the Division's Compliance & Disclosure
Interpretations on
Non-GAAP Financial Measures. Please revise your presentations and
discussions
accordingly.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Melissa Gilmore at 202-551-3777 or Kevin Woody at
202-551-3629 with
any questions.
FirstName LastNameJacinth C. Smiley Sincerely,
Comapany NameHormel Foods Corporation
Division of
Corporation Finance
February 29, 2024 Page 2 Office of
Manufacturing
FirstName LastName