Hormel Foods (HRL) 10-K risk factor changes: FY2017 vs FY2016

Information on the Company’s risk factors included in the Management’s Discussion and Analysis of Financial Condition and Results of Operations on pages 32 through [removed: 35] [added: 34] of the Annual Stockholders’ Report for the fiscal year ended October [removed: 30, 2016,] [added: 29, 2017,] is incorporated herein by reference.

Information in the Management’s Discussion and Analysis of Financial Condition and Results of Operations on pages 15 through 35 of the Annual Stockholders’ Report for the fiscal year ended October [removed: 30, 2016,] [added: 29, 2017,] is incorporated herein by reference.

Information on the Company’s exposure to market risk included in the Management’s Discussion and Analysis of Financial Condition and Results of Operations on [removed: page] [added: pages 34 and] 35 of the Annual Stockholders’ Report for the fiscal year ended October [removed: 30, 2016,] [added: 29, 2017,] is incorporated herein by reference.

HFIC has a presence in the international marketplace through joint ventures and placement of personnel in strategic foreign locations such as Australia, [added: Brazil,] Canada, China, Japan, and the Philippines.

On May 26, 2016, the Company acquired Justin’s, LLC (Justin’s) of Boulder, Colorado, for a [removed: preliminary] purchase price of $280.9 million.

The purchase price [removed: is preliminary pending final purchase accounting adjustments, and] was funded by the Company with cash on hand and by utilizing short-term financing.

This acquisition [removed: allows] [added: allowed] the Company to enhance its presence in the specialty natural and organic nut butter category.

On May 9, 2016, the Company completed the sale of Diamond Crystal Brands resulting in proceeds, net of selling costs, of [removed: a preliminary] closing price of $110.1 [removed: million, pending working capital adjustments.][added: million.]

[removed: At the end of fiscal year 2016,] [added: On January 3, 2017,] the Company [removed: was actively marketing] [added: completed the sale of] Clougherty Packing, LLC, parent company of Farmer John and Saag’s Specialty Meats, along with PFFJ, LLC, farm operations in California, Arizona, and Wyoming.

The Company had no other significant change in the type of products produced or services rendered, or in the markets or methods of [removed: distribution] [added: distribution,] since the beginning of the [removed: 2016] [added: 2017] fiscal year.

Net sales to unaffiliated customers, operating profit, total assets, and the presentation of certain other financial information by segment, are reported in Note P of the Notes to Consolidated Financial Statements and in the Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Annual Stockholders’ Report for the fiscal year ended October [removed: 30, 2016,] [added: 29, 2017,] incorporated herein by reference.

| | | October [removed: 30, 2016] [added: 29, 2017] | | | | | October [removed: 25, 2015] [added: 30, 2016] | | | | | October [removed: 26, 2014] [added: 25, 2015] | | | | |

| Perishable | | | [removed: 53.1] [added: 53.7] | % | | | | [removed: 53.0] [added: 53.1] | % | | | | [removed: 54.5] [added: 53.0] | % | | |

| Miscellaneous | | | [removed: 8.2] [added: 7.0] | | | | | [removed: 10.0] [added: 8.2] | | | | | [removed: 8.1] [added: 10.0] | | | |

Shelf-stable includes canned luncheon meats, peanut butter, chilies, shelf-stable microwaveable meals, hash, stews, [removed: salsas,] [added: meat spreads,] flour and corn tortillas, [added: salsas,] tortilla chips, and other items that do not require refrigeration.

The Miscellaneous category primarily consists of nutritional food products and supplements, [removed: sugar and sugar substitutes,] dessert and drink mixes, and industrial gelatin products.

As of October [removed: 30, 2016,] [added: 29, 2017,] the Company had approximately [removed: 850] [added: 1,030] sales personnel engaged in selling its products.

Some of the larger markets include Australia, [added: Brazil,] Canada, China, England, Japan, Mexico, Micronesia, the Philippines, Singapore, and South Korea.

The distribution of export sales to customers is by common carrier, while the China [added: and Brazil] operations own and operate their own delivery system.

The majority of the hogs harvested by the Company are purchased under supply contracts from producers located principally in Minnesota, Iowa, [removed: Utah,] Nebraska, [removed: Kansas,] and [removed: Colorado.][added: Kansas.]

[removed: The Company’s contracts are based on market-based formulas and/or the cost of production,] to better balance input costs with customer pricing, and all contract costs are fully reflected in the Company’s reported financial statements.

In fiscal [removed: 2016,] [added: 2017,] the Company purchased [removed: 94] [added: 96] percent of its hogs under supply contracts.

The Company also procures a portion of its hogs through farms [removed: that] it either owns or operates in [removed: Arizona, California, Colorado, and Wyoming.][added: Colorado.]

In fiscal [removed: 2016,] [added: 2017,] JOTS raised turkeys representing approximately [removed: 76] [added: 77] percent of the volume needed to meet its raw material requirements for whole bird and branded turkey products.

The Company has [removed: three] [added: two] plants that harvest hogs for processing.

Quality Pork Processors, Inc. of Dallas, Texas, operates the harvesting facility [removed: at] [added: in] Austin, Minnesota, under a custom harvesting arrangement.

The Company currently has seven turkey harvest and processing operations, and [removed: 28] [added: 31] facilities that produce and distribute other manufactured items.

Albert Lea Select Foods, Inc. operates the processing facility [removed: at] [added: in] Albert Lea, Minnesota, under a custom manufacturing agreement.

The following are the Company’s larger custom manufacturers: Abbyland Foods, Inc., Abbotsford, Wisconsin; Agropur Division Natrel USA, Maplewood, Minnesota; Algood Food Company, Louisville, Kentucky; Busseto Foods, Inc., Fresno, California; Deitz & Watson, Inc., Philadelphia, Pennsylvania; [removed: Fratelli Beretta USA, Mount Olive, New Jersey;] HP Hood LLC, Lynnfield, Massachusetts; John F.

Martin and Sons, Stevens, Pennsylvania; Jones Dairy Farm, Fort Atkinson, Wisconsin; OSI Industries LLC, Chicago, Illinois; Perdue Farms Inc., Salisbury, Maryland; Reichel Foods, Inc., Rochester, Minnesota; Reser’s Fine Foods, Topeka, Kansas; [added: Steuben Foods, Jamaica, New York;] and West Liberty Foods, LLC, West [removed: liberty,] [added: Liberty,] Iowa.

The Company holds [removed: 46] [added: 39] U.S.-issued and [removed: 19] [added: 10] foreign patents.

HORMEL, ALWAYS TENDER, APPLEGATE, AUSTIN BLUES, BACON 1, BLACK LABEL, BREAD READY, CAFÉ H, [added: CERATTI,] CHI-CHI’S, [added: COLUMBUS,] COMPLEATS, CURE 81, CYTOSPORT, DAN’S PRIZE, DI LUSSO, DINTY MOORE, DON MIGUEL, DOÑA MARIA, EMBASA, [added: EVOLVE,] FAST ‘N EASY, FIRE BRAISED, [added: FONTANINI,] HERDEZ, HORMEL GATHERINGS, HORMEL VITAL CUISINE, HOUSE OF TSANG, JENNIE-O, JUSTIN’S, LA VICTORIA, LAYOUT, LLOYD’S, MARY KITCHEN, MUSCLE MILK, NATURAL CHOICE, OLD SMOKEHOUSE, PILLOW PACK, RANGE BRAND, REV, ROSA GRANDE, SKIPPY, SPAM, SPECIAL RECIPE, THICK & EASY, VALLEY FRESH, and WHOLLY GUACAMOLE.

During fiscal year [removed: 2016,] [added: 2017,] sales to Wal-Mart Stores, Inc. (Wal-Mart) represented approximately [removed: 13.7] [added: 14.4] percent of the Company’s revenues (measured as gross sales less returns and allowances), compared to [removed: 13.9] [added: 13.7] percent in fiscal [removed: 2015.][added: 2016.]

The five largest customers in each segment make up approximately the following percentage of segment sales: [removed: 46] [added: 47] percent of Grocery Products, [removed: 36] [added: 40] percent of Refrigerated Foods, [removed: 40] [added: 42] percent of JOTS, [removed: 37] [added: 49] percent of Specialty Foods, and [removed: 22] [added: 20] percent of International & Other.

The Company believes its largest domestic competitors for its Refrigerated Foods segment in [removed: 2016] [added: 2017] were Tyson Foods, Inc. and Smithfield Foods, Inc.; for its Grocery Products segment, Conagra Brands, Inc., General Mills, Inc., Campbell Soup Co., and J. M. Smucker Co.; and for JOTS, Cargill, Inc. and Butterball, LLC.

The expenditures for research and development for fiscal [added: 2017,] 2016, [removed: 2015,] and [removed: 2014,] [added: 2015,] were approximately [removed: $34.7] [added: $34.2] million, [removed: $32.0] [added: $34.7] million, and [removed: $29.9] [added: $32.0] million, respectively.

There are approximately [removed: 155] [added: 145] employees engaged in [removed: fulltime] [added: full-time] research and development, [removed: 75] [added: 69] in the area of improving existing products and [removed: 80] [added: 76] in developing new products.

As of October [removed: 30, 2016,] [added: 29, 2017,] the Company had approximately [removed: 21,100] [added: 20,200] active domestic and foreign employees.

Financial information about geographic areas, including total revenues attributed to the U.S. and all foreign countries in total for the last three fiscal years of the Company, is reported in Note P of the Notes to Consolidated Financial Statements of the Annual Stockholders’ Report for the fiscal year ended October [removed: 30, 2016,] [added: 29, 2017,] incorporated herein by reference.

These reports are accessible under the caption, “Investors – [added: Filings & Reports –] SEC Filings” on the Company’s Web site and are available as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission.

| James P. Snee | | [removed: 49] [added: 50] | | [added: Chairman of the Board,] President and Chief Executive Officer | | [removed: 10/31/16] [added: 11/20/17] to Present |

| | | | | Group Vice President/President Hormel Foods International [removed: Corporations] [added: Corporation] | | 10/29/12 to 10/25/15 |

| [added: Larry L. Vorpahl] | | [added: 54] | | [removed: Vice President/Senior] [added: Group] Vice [removed: President] [added: President/President] Hormel Foods International Corporation | | [removed: 10/31/11] [added: 10/26/15] to [removed: 10/28/12] [added: Present] |

On November 27, 2017, subsequent to the end of the fiscal year, the Company completed the acquisition of Columbus Manufacturing, Inc. (Columbus), an authentic premium deli meat and salami company, from Chicago-based Arbor Investments.

The purchase price is approximately $850.0 million.

The transaction was closed in the first quarter of fiscal 2018 and was funded with cash on hand along with borrowing $375.0 million under a term loan facility and $375.0 million under a revolving credit facility.

The allocation of the purchase price will be finalized upon completion of the fair value analysis of Columbus’s assets.

Columbus specializes in authentic premium deli meat and salami and allows the Company to enhance its scale in the deli by broadening its portfolio of products, customers, and consumers.

On August 22, 2017, the Company acquired Cidade do Sol (Ceratti) for a preliminary purchase price of approximately $103.5 million, subject to customary working capital adjustments.

The transaction was funded by the Company with cash on hand.

The acquisition of the _Ceratti_® brand allows the Company to establish a full in-country presence in the fast-growing Brazilian market with a premium brand.

On August 16, 2017, the Company acquired Fontanini Italian Meats and Sausages (Fontanini), a branded foodservice business, from Capitol Wholesale Meats, Inc. for a preliminary purchase price of $427.9 million, subject to customary working capital adjustments.

The transaction provides a cash flow benefit resulting from the amortization of the tax basis of assets, the net present value of which is approximately $90.0 million.

The transaction was funded by the Company with cash on hand and by utilizing short-term financing.

Fontanini specializes in authentic Italian meats and sausages, as well as a variety of other premium meat products including pizza toppings and meatballs and allows the Company to expand its foodservice business.

The closing price was $145.0 million in cash.

| Poultry | | | 20.2 | | | | | 18.2 | | | | | 18.4 | | | |

| Shelf-stable | | | 19.1 | | | | | 20.5 | | | | | 18.6 | | | |

The Company’s contracts are based on market-based formulas and/or markets of certain swine production inputs,

| | | | | President and Chief Executive Officer | | 10/31/16 to 11/19/17 |

| Glenn R. Leitch | | 57 | | Executive Vice President (Supply Chain) | | 12/04/17 to Present |

| | | | | Vice President (Supply Chain) | | 02/06/17 to 03/27/17 |

| | | | | Vice President (Affiliated Businesses) | | 10/31/11 to 02/05/17 |

| Steven J. Lykken | | 47 | | Senior Vice President/President Jennie-O Turkey Store, Inc. | | 12/04/17 to Present |

| | | | | President Applegate Farms, Inc. | | 04/11/16 to 12/03/17 |

| | | | | Chief Operating Officer Applegate Farms, Inc. | | 08/17/15 to 04/10/16 |

| | | | | Senior Vice President Jennie-O Turkey Store, Inc. (Commodity/Supply Chain) | | 06/06/11 to 08/16/15 |

In November 2016, subsequent to the end of the fiscal year, the Company entered into an agreement for the sale of those businesses and assets.

| Poultry | | | 20.5 | | | | | 18.6 | | | | | 18.4 | | | |

| Shelf-stable | | | 18.2 | | | | | 18.4 | | | | | 19.0 | | | |

| | | | | | | |

| Jeffrey R. Baker | | 52 | | Group Vice President (Foodservice) | | 10/26/15 to Present |

| | | | | Vice President (Foodservice Marketing) | | 10/29/12 to 10/25/15 |

| | | | | Director (Foodservice Marketing) | | 06/18/12 to 10/28/12 |

| | | | | Director (Fresh Meats Marketing and Precept Foods, LLC) | | 10/26/09 to 06/17/12 |

| | | | | Managing Director MegaMex Foods, LLC | | 10/26/09 to 03/04/12 |

| Larry L. Vorpahl | | 53 | | Group Vice President/President Hormel Foods International | | 10/26/15 to Present |

| | | | | Corporation | | |

| | | | | Vice President (Quality Management) | | 08/01/05 to 03/02/14 |

| | | | | Director (Human Resources) | | 01/09/06 to 03/02/14 |

| | | | | Group Manager Product Development (Research and Development) | | 03/06/06 to 04/29/12 |

| Brian D. Johnson | | 56 | | Vice President and Corporate Secretary | | 11/22/10 to Present |

[removed: ][added: ]

For the fiscal year ended October [removed: 30, 2016][added: 29, 2017]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or a] smaller reporting [added: company, or an emerging growth] company.

See the definitions of “large accelerated filer,” “accelerated [removed: filer” and] [added: filer”,] “smaller reporting [added: company”, and “emerging growth] company” in Rule 12b-2 of the Exchange Act.

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of April [removed: 24, 2016,] [added: 30, 2017,] was [removed: $10,164,070,958,] [added: $9,415,266,160] based on the closing price of [removed: $37.66] [added: $35.08] on the last business day of the registrant’s most recently completed second fiscal quarter.

As of December [removed: 2, 2016,] [added: 1, 2017,] the number of shares outstanding of each of the registrant’s classes of common stock was as follows:

Common Stock, $0.01465 [added: –] Par Value [removed: – 528,801,691] [added: 529,585,006] shares

Portions of the Annual Stockholders’ Report for the fiscal year ended October [removed: 30, 2016,] [added: 29, 2017,] are incorporated by reference into Part I, Items 1 and 1A and Part II, Items 5-8 and 9A, and included as Exhibit 13.1 filed herewith.

Portions of the Proxy Statement for the Annual Meeting of Stockholders to be held January [removed: 31, 2017,] [added: 30, 2018,] are incorporated by reference into Part III, Items 10-14.

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| [removed: |] [Item [removed: 8.](#Item8_FINANCIALSTATEMENTSANDSUPP_070114)] [added: 8.](#Item8__010745)] | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#Item8_FINANCIALSTATEMENTSANDSUPP_070114)] [added: DATA](#Item8__010745)] | 12 |

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| [removed: |] [Item [removed: 9B.](#Item9B_OTHERINFORMATION_070121)] [added: 9B.](#Item9B__010805)] | [OTHER [removed: INFORMATION](#Item9B_OTHERINFORMATION_070121)] [added: INFORMATION](#Item9B__010805)] | 12 |

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| [removed: |] [Item [removed: 11.](#Item11_EXECUTIVECOMPENSATION_070134)] [added: 11.](#Item11__010814)] | [EXECUTIVE [removed: COMPENSATION](#Item11_EXECUTIVECOMPENSATION_070134)] [added: COMPENSATION](#Item11__010814)] | 13 |

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| [removed: |] [Item [removed: 13.](#Item13_CERTAINRELATIONSHIPSANDRE_070139)] [added: 13.](#Item13__010839)] | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#Item13_CERTAINRELATIONSHIPSANDRE_070139)] [added: INDEPENDENCE](#Item13__010839)] | 13 |

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10-K 1 a17-26513_110k.htm 10-K

OCTOBER 29, 2017

(X)

| | 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.

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| [SIGNATURES](#SIGNATURES_010919) | | 14 |

10-K 1 a16-22026_110k.htm 10-K

OCTOBER 30, 2016

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| Location | | Principal Segment (1) | | Approximate [removed: Area (Square Feet, Unless] [added: Area (Square Feet, Unless] Noted) | | | Owned or Leased | | [removed: Lease Expiration] [added: Lease Expiration] Date |

| Austin, Minnesota | | Refrigerated Foods Grocery Products Specialty Foods International & Other | | [removed: 1,398,000] [added: 1,406,000] | | | Owned | | |

| [removed: Vernon, California(4)] [added: Browerville, Minnesota] | | Refrigerated Foods | | [removed: 724,000] [added: 108,000] | | | Owned | | |

| [removed: Browerville,] [added: Mendota Heights,] Minnesota | | Refrigerated Foods | | [removed: 103,000] [added: 76,000] | | | Owned | | |

| Dubuque, Iowa | | Grocery Products | | [removed: 343,000] [added: 344,000] | | | Owned | | |

| Jiaxing, China | | International & Other | | 1,256,000 | [removed: (2)] | | Owned | | |

| [removed: Mendota Heights, Minnesota] [added: McCook, Illinois] | | Refrigerated Foods | | [removed: 77,000] [added: 176,000] | | | Owned | | |

| Osceola, Iowa | | Refrigerated Foods | | [removed: 373,000] [added: 376,000] | | | Owned | | |

| Pelican Rapids, Minnesota | | JOTS | | [removed: 374,000] [added: 375,000] | | | Owned | | |

| Rochelle, Illinois | | Refrigerated Foods Grocery Products Specialty Foods | | [removed: 407,000] [added: 406,000] | | | Owned | | |

| [removed: San Leandro, California(4)] [added: Hayward, California] | | Refrigerated Foods | | [removed: 41,000] [added: 128,000] | | | Leased | | [removed: November] [added: April] 2021 |

| Hayward, California | | Refrigerated Foods | | 67,000 | | | Leased | | September 2032 |

| Shanghai, China | | International & Other | | 41,000 | | | Leased | | September 2018 |

| | | Refrigerated Foods | | 108,000 | | | Leased | | March 2019 |

| Location | | Principal Segment (1) | | [removed: Approximate Area (Square Feet, Unless] [added: Unless] Noted) | | | [removed: Owned or Leased] [added: Leased] | | [removed: Lease Expiration] [added: Expiration] Date |

| Shanghai, China | | International & Other | | [removed: 33,000] [added: 4,000] | | | Leased | | [removed: February] [added: September] 2018 |

| Tucker, Georgia | | Grocery Products [removed: Refrigerated Foods Specialty Foods] | | 259,000 | | | Owned | | |

| Austin, Minnesota | | Refrigerated Foods Grocery Products | | [removed: 82,000] [added: 72,000] | | | Owned | | |

| Beijing, China | | International & Other | | [removed: 20,000] [added: 24,000] | | | Leased | | June [removed: 2017] [added: 2018] |

| Shanghai, China | | International & Other | | [removed: 26,000] [added: 20,000] | | | Leased | | [removed: June 2017] [added: September 2018] |

| Willmar, Minnesota | | JOTS | | [removed: 120,000] [added: 123,000] | | | Owned | | |

| | | | | 5,000 | | | Leased | | [removed: September] [added: November] 2018 |

| [removed: Corcoran,] [added: Hayward,] California | | Refrigerated Foods | | [removed: 5,000] [added: 41,000] | | | [removed: Owned] [added: Leased] | | [added: September 2032] |

| Minnesota and Wisconsin | | JOTS | | [removed: 14,400] [added: 14,500 (2)] | [removed: (3)] | | Owned | | |

| Location | | Principal Segment (1) | | [removed: Approximate Area (Square Feet, Unless] [added: Unless] Noted) | | | [removed: Owned or Leased] [added: Leased] | | [removed: Lease Expiration] [added: Expiration] Date |

| [removed: Shanghai,] [added: Beijing,] China | | International & Other | | 4,000 | | | Leased | | [removed: September 2017] [added: June 2018] |

| [removed: Vernon, California(4)] [added: Hayward, California] | | Refrigerated Foods | | [removed: 24,000] [added: 8,000] | | | Leased | | [removed: March 2019] [added: April 2021] |

[removed: (1)] [added: (1)] Many of the Company’s properties are not exclusive to any one segment, and a few of the properties are utilized in all five segments.

For locations that support multiple segments, but with a substantial percentage of activity attributable to certain segments, only the principal segments have been [removed: listed.]

[removed: (3)] [added: (2)] Acres.

| | | | | Approximate Area | | | | | |

| | | | | (Square Feet, | | | Owned or | | Lease |

| | | Refrigerated Foods | | | | | | | |

| | | Specialty Foods | | | | | | | |

| Vinhedo, Brazil | | International & Other | | 422,000 | | | Leased | | Monthly |

| | | | | | | | | | |

| | | | | Approximate Area | | | | | |

| | | | | (Square Feet, | | | Owned or | | Lease |

| | | | | | | | | | |

| Hayward, California | | Refrigerated Foods | | 17,000 | | | Leased | | September 2032 |

| Hayward, California | | Refrigerated Foods | | 12,000 | | | Leased | | April 2021 |

listed.

| Vernon, California(4) | | Refrigerated Foods | | 115,000 | | | Owned | | |

| Albin, Wyoming(4) | | Refrigerated Foods | | 458,000 | | | Owned | | |

| Corcoran, California(4) | | Refrigerated Foods | | 816,000 | | | Owned | | |

| Holbrook, Arizona(4) | | Refrigerated Foods | | 13,000 | | | Owned | | |

| Pine Bluffs, Wyoming(4) | | Refrigerated Foods | | 64,000 | | | Owned | | |

| Snowflake, Arizona(4) | | Refrigerated Foods | | 1,529,000 | | | Owned | | |

| Albin, Wyoming | | Refrigerated Foods | | 6,000 | | | Owned | | |

| Snowflake, Arizona(4) | | Refrigerated Foods | | 28,000 | | | Owned | | |

| Beijing, China | | International & Other | | 4,000 | | | Leased | | May 2017 |

| Shanghai, China | | International & Other | | 14,000 | | | Leased | | September 2017 |

| Taylor, Arizona(4) | | Refrigerated | | 5,000 | | | Leased | | December 2019 |

(2) Property is owned but not fully operational.

(4) Properties included in the businesses sold subsequent to the end of fiscal year 2016 as disclosed in Item 1 under General Development of Business.

The high and low sales price of the Company’s common stock and the dividends per share declared for each quarter of fiscal [removed: 2016] [added: 2017] and fiscal [removed: 2015] [added: 2016] are shown below (as adjusted for the two-for-one stock split distributed on February 9, 2016):

| 2016 | | High | | Low | | Dividend | [removed: |]

| First Quarter | | $40.390 | | $32.920 | | $0.145 | [removed: |]

| Second Quarter | | 45.720 | | 37.490 | | 0.145 | [removed: |]

| Third Quarter | | 40.535 | | 33.700 | | 0.145 | [removed: |]

| Fourth Quarter | | 40.000 | | 35.870 | | 0.145 | [removed: |]

| [removed: 2015] [added: 2017] | | High | | Low | | Dividend | [removed: |]

Additional information about dividends, principal market of trade, and number of stockholders on pages 68 and 69 of the Annual Stockholders’ Report for the fiscal year ended October [removed: 30, 2016,] [added: 29, 2017,] is incorporated herein by reference.

Issuer purchases of equity securities in the fourth quarter of fiscal year [removed: 2016] [added: 2017] are shown below:

| Period | | Total Number of Shares Purchased | | Average Price Paid Per Share | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs1 | | [removed: |] Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs1 | [removed: |]

The stock split was subsequently approved by [removed: shareholders] [added: stockholders] at the Company’s Annual Meeting on January 26, 2016, and effected January 27, 2016.

| --- | --- | --- | --- | --- | --- | --- |

| First Quarter | | $38.840 | | $33.180 | | $0.170 |

| Second Quarter | | 37.960 | | 33.970 | | 0.170 |

| Third Quarter | | 35.480 | | 32.260 | | 0.170 |

| Fourth Quarter | | 34.530 | | 29.750 | | 0.170 |

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| July 31, 2017 – | | | | | | | | |

| September 3, 2017 | | \- | | $ - | | \- | | 10,452,337 |

| September 4, 2017 – October 1, 2017 | | \- | | \- | | \- | | 10,452,337 |

| October 2, 2017 – October 29, 2017 | | \- | | \- | | \- | | 10,452,337 |

| Total | | \- | | $ - | | \- | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | |

| First Quarter | | $27.700 | | $25.030 | | $0.125 | |

| Second Quarter | | 29.490 | | 25.065 | | 0.125 | |

| Third Quarter | | 29.680 | | 27.075 | | 0.125 | |

| Fourth Quarter | | 34.483 | | 28.443 | | 0.125 | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| July 25, 2016 – | | | | | | | | | | |

| August 28, 2016 | | 206,334 | | $ 36.78 | | 206,334 | | | 14,135,200 | |

| August 29, 2016 – September 25, 2016 | | 465,201 | | 37.06 | | 465,201 | | | 13,669,999 | |

| September 26, 2016 – October 30, 2016 | | 480,000 | | 37.67 | | 480,000 | | | 13,189.999 | |

| Total | | 1,151,535 | | $37.26 | | 1,151,535 | | | | |

Selected Financial Data for the five fiscal years ended October [removed: 30, 2016,] [added: 29, 2017,] on page 14 of the Annual Stockholders’ Report for the fiscal year ended October [removed: 30, 2016,] [added: 29, 2017,] is incorporated herein by reference.

Consolidated Financial Statements, including unaudited quarterly data, on pages 39 through 67 and the Report of Independent Registered Public Accounting Firm on page 38 of the Annual Stockholders’ Report for the fiscal year ended October [removed: 30, 2016,] [added: 29, 2017,] are incorporated herein by reference.

(a) The report entitled “Management’s Report on Internal Control Over Financial Reporting” on page 36 of the Annual Stockholders’ Report for the fiscal year ended October [removed: 30, 2016,] [added: 29, 2017,] is incorporated herein by reference.

(b) The report entitled “Report of Independent Registered Public Accounting Firm” on page 37 of the Annual Stockholders’ Report for the fiscal year ended October [removed: 30, 2016,] [added: 29, 2017,] is incorporated herein by reference.

(c) During the fourth quarter of fiscal year [removed: 2016,] [added: 2017,] 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) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Information under “Item 1 [removed: -] [added: –] Election of Directors” on pages 2 through 6, information under “Board Independence” on pages 8 and 9, and information under “Board of Director and Committee Meetings” on pages 9 and 10 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January [removed: 31, 2017,] [added: 30, 2018,] is incorporated herein by reference.

Information under “Section 16(a) Beneficial Ownership Reporting Compliance,” on page [removed: 36] [added: 43] of the definitive proxy statement for the Annual Meeting of Stockholders to be held January [removed: 31, 2017,] [added: 30, 2018,] is incorporated herein by reference.

A copy of the Code of Ethical Business Conduct is available on the Company’s Web site at www.hormelfoods.com, free of charge, under the caption, “Investors [removed: – Corporate Governance] [added: –Governance] – Governance Documents.” The Company intends to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this Code of Ethical Business Conduct by posting such information on the Company’s Web site at the address and location specified above.

Information commencing with “Executive Compensation” on page [removed: 15] [added: 16] through “Potential Payments Upon Termination at Fiscal [removed: 2016] [added: 2017] Year End” on pages 31 and 32, and information under “Compensation of Directors” on pages 11 through [removed: 12] [added: 13] of the definitive proxy statement for the Annual Meeting of Stockholders to be held January [removed: 31, 2017,] [added: 30, 2018,] is incorporated herein by reference.

Information under [added: “Equity Compensation Plan Information” on page 43, and information under] “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Management” on pages 14 [removed: and 15] [added: through 16] of the definitive proxy statement for the Annual Meeting of Stockholders to be held January [removed: 31, 2017,] [added: 30, 2018,] is incorporated herein by reference.

Information regarding the Company’s equity compensation plans as of October 30, 2016, is shown below:

| Plan Category | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights | | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) |

| --- | --- | --- | --- | --- | --- | --- |

| | | (a) | | (b) | | (c) |

| Equity compensation plans approved by security holders | | 31,998,052 | | $ 16.05 | | 48,148,555 |

| | | | | | | |

| Equity compensation plans not approved by security holders | | _ | | _ | | _ |

| | | | | | | |

| Total | | 31,998,052 | | $ 16.05 | | 48,148,555 |

Information under “Related Party Transactions” on [removed: pages 35 and 36] [added: page 43] and “Board Independence” on pages 8 and 9 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January [removed: 31, 2017,] [added: 30, 2018,] is incorporated herein by reference.

Information under “Independent Registered Public Accounting Firm Fees” and “Audit Committee Preapproval Policies and Procedures” on page [removed: 13] [added: 14] of the definitive proxy statement for the Annual Meeting of Stockholders to be held January [removed: 31, 2017,] [added: 30, 2018,] is incorporated herein by reference.

| | HORMEL FOODS CORPORATION | | | [added: |]

| | By: | /s/ JAMES P. SNEE | December [removed: 21, 2016] [added: 20, 2017] | [added: |]

| | | JAMES P. SNEE, [removed: President,] [added: Chairman of the Board,] | Date | [added: |]

| | | [added: President,] Chief Executive Officer, and Director | | [added: |]

| [removed: /s/] JAMES P. SNEE | | [removed: 12/21/16] | | [removed: President, Chief Executive] Officer, and Director |

| [removed: JAMES P. SNEE] | | | | (Principal Executive Officer) |

| /s/ JAMES N. SHEEHAN | | [removed: 12/21/16] [added: 12/20/17] | | Senior Vice President and Chief Financial Officer |

| /s/ JANA L. HAYNES | | [removed: 12/21/16] [added: 12/20/17] | | Vice President and Controller |

| /s/ GARY C. BHOJWANI* | | [removed: 12/21/16] [added: 12/20/17] | | Director |

| /s/ TERRELL K. CREWS* | | [removed: 12/21/16] [added: 12/20/17] | | Director |

| /s/ GLENN S. FORBES* | | [removed: 12/21/16] [added: 12/20/17] | | Director |

| /s/ STEPHEN M. LACY* | | [removed: 12/21/16] [added: 12/20/17] | | Director |

| /s/ JOHN L. MORRISON* | | [removed: 12/21/16] [added: 12/20/17] | | Director |

| /s/ ELSA A. MURANO* | | [removed: 12/21/16] [added: 12/20/17] | | Director |

| /s/ ROBERT C. NAKASONE* | | [removed: 12/21/16] [added: 12/20/17] | | Director |

| /s/ SUSAN K. NESTEGARD* | | [removed: 12/21/16] [added: 12/20/17] | | Director |

| /s/ DAKOTA A. PIPPINS* | | [removed: 12/21/16] [added: 12/20/17] | | Director |

| /s/ CHRISTOPHER J. POLICINSKI* | | [removed: 12/21/16] [added: 12/20/17] | | Director |

| /s/ SALLY J. SMITH* | | [removed: 12/21/16] [added: 12/20/17] | | Director |

| /s/ STEVEN A. WHITE* | | [removed: 12/21/16] [added: 12/20/17] | | Director |

| *By: /s/ JANA L. HAYNES | | [removed: 12/21/16] [added: 12/20/17] | | |

FISCAL YEAR ENDED OCTOBER [removed: 30, 2016][added: 29, 2017]

| --- | --- | --- | --- | --- |

| /s/ JAMES P. SNEE | | 12/20/17 | | Chairman of the Board, President, Chief Executive |

| --- | --- | --- | --- |

| | | | |

| /s/ JEFFREY M. ETTINGER* | | 12/21/16 | | Chairman of the Board |

| JEFFREY M. ETTINGER | | | | |

The following consolidated financial statements of Hormel Foods Corporation included in the Annual Stockholders’ Report for the fiscal year ended October [removed: 30, 2016,] [added: 29, 2017,] are incorporated herein by reference in Item 8 of Part II of this report:

Consolidated Statements of Financial [removed: Position\--October 30, 2016,] [added: Position–October 29, 2017,] and October [removed: 25, 2015.][added: 30, 2016.]

Consolidated Statements of [removed: Operations\--Fiscal] [added: Operations–Fiscal] Years Ended October [added: 29, 2017, October] 30, 2016, [removed: October 25, 2015,] and October [removed: 26, 2014.][added: 25, 2015.]

Consolidated Statements of Comprehensive [removed: Income\--Fiscal] [added: Income–Fiscal] Years Ended October [added: 29, 2017, October] 30, 2016, [removed: October 25, 2015,] and October [removed: 26, 2014.][added: 25, 2015.]

Consolidated Statements of Changes in Shareholders’ [removed: Investment\--Fiscal] [added: Investment–Fiscal] Years Ended October [added: 29, 2017, October] 30, 2016, [removed: October 25, 2015,] and October [removed: 26, 2014.][added: 25, 2015.]

Consolidated Statements of Cash [removed: Flows\--Fiscal] [added: Flows–Fiscal] Years Ended October [added: 29, 2017, October] 30, 2016, [removed: October 25, 2015,] and October [removed: 26, 2014.][added: 25, 2015.]

Notes to Consolidated Financial [removed: Statements\--October 30, 2016.][added: Statements–October 29, 2017.]

Schedule II [removed: -] [added: –] Valuation and Qualifying Accounts and [removed: Reserves...F-3][added: Reserves…F-3]

SCHEDULE II [removed: -] [added: –] VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

| | | | | [added: | |] Additions/(Benefits) | | | | | | | | | | | [added: | | | | |]

| | | [added: |] Balance at | | [added: | |] Charged to | | | [added: |] Charged to | | | | | | [added: | |] Balance at | | [added: |]

| | | [added: |] Beginning | | [added: | |] Costs and | | | [added: |] Other Accounts- | | | [added: |] Deductions- | | | [added: |] End of | | [added: |]

| Classification | | [added: |] of Period | | [added: | |] Expenses | | | [added: |] Describe | | | [added: |] Describe | | | [added: |] Period | | [added: |]

| Valuation reserve deduction from assets account: | | | | | | | | | | | | | | | [added: | | | | | | |]

| Fiscal year ended [added: October 29, 2017] | | | | | | | | | | | | | | | [added: | | | | | | |]

| [added: Fiscal year ended] October 30, 2016 | | | | | | | | | | | | | | | [added: | | | | | | |]

| [added: Allowance for doubtful accounts] receivable | | [added: |] $ [added: |] 4,086 | | [added: |] $ [added: |] 611 | | | $ [removed: -] | [added: \-] | | [added: | $ | 652] \- [removed: (3)] | [added: (2) (3)] | | $ [added: |] 4,045 | |

| Fiscal year ended [added: October 25, 2015] | | | | | | | | | | | | | | | [added: | | | | | | |]

| [added: Allowance for doubtful accounts] receivable | | [added: |] $ [added: |] 4,050 | | [added: |] $ [added: |] (24) | | | $ [added: |] 36 [removed: (1)] [added: (4)] | | | [added: $ | 52] (77) [removed: (3)] | [added: (2) (3)] | | $ [added: |] 4,086 | |

Note [removed: (1)] [added: (4)] – Increase in the reserve due to the inclusion of Applegate [removed: Farms] accounts receivable.

Note [removed: (4)] [added: (1)] – Increase in the reserve due to the inclusion of [removed: CytoSport] [added: Fontanini] accounts receivable.

| 3.2(1) | | [removed: Bylaws] [added: [Bylaws] as amended to date. (Incorporated by reference to Exhibit 3(ii) to Hormel’s Report on Form 8-K dated September 26, 2016, File No. [removed: 001-02402.)] [added: 001-02402.)](http://www.sec.gov/Archives/edgar/data/48465/000110465916146991/a16-19153_1ex3dii.htm)] |

| 4.1(1) | | [removed: Indenture] [added: [Indenture] dated as of April 1, 2011, between the Company and U.S. Bank National Association. (Incorporated by reference to Exhibit 4.3 to Hormel’s Registration Statement on Form S-3 filed on April 4, 2011, File No. [removed: 333-173284.)] [added: 333-173284.)](http://www.sec.gov/Archives/edgar/data/48465/000104746911003150/a2203190zex-4_3.htm)] |

| 4.2(1) | | [removed: Form] [added: [Form] of 4.125% Notes due 2021. (Incorporated by reference to Exhibit 4.1 to Hormel’s Current Report on Form 8-K dated April 11, 2011, File No. [removed: 001-02402.)] [added: 001-02402.)](http://www.sec.gov/Archives/edgar/data/48465/000110465911019539/a11-10052_1ex4d1.htm)] |

| 10.1(1)(3) | | [removed: Hormel] [added: [Hormel] Foods Corporation Operators’ Shares Incentive Compensation Plan. (Incorporated by reference to Appendix A to Hormel’s definitive Proxy Statement filed on December 19, 2012, File No. [removed: 001-02402.)] [added: 001-02402.)](http://www.sec.gov/Archives/edgar/data/48465/000110465912085118/a12-29178_1def14a.htm)] |

| 10.2(1)(3) | | [removed: Hormel] [added: [Hormel] Foods Corporation Supplemental Executive Retirement Plan (2007 Restatement). (Incorporated by reference to Exhibit 10.2 to Hormel’s Current Report on Form 8-K dated November 21, 2011, File No. [removed: 001-02402.)] [added: 001-02402.)](http://www.sec.gov/Archives/edgar/data/48465/000110465911066332/a11-30454_1ex10d2.htm)] |

| 10.3(1)(3) | | [removed: First] [added: [First] Amendment of Hormel Foods Corporation Supplemental Executive Retirement Plan (2007 Restatement). (Incorporated by reference to Exhibit 10.3 to Hormel’s Current Report on Form 8-K dated November 21, 2011, File No. [removed: 001-02402.)] [added: 001-02402.)](http://www.sec.gov/Archives/edgar/data/48465/000110465911066332/a11-30454_1ex10d3.htm)] |

| 10.4(1)(3) | | [removed: Second] [added: [Second] Amendment of Hormel Foods Corporation Supplemental Executive Retirement Plan (2007 Restatement). (Incorporated by reference to Exhibit 10.4 to Hormel’s Current Report on Form 8-K dated November 21, 2011, File No. [removed: 001-02402.)] [added: 001-02402.)](http://www.sec.gov/Archives/edgar/data/48465/000110465911066332/a11-30454_1ex10d4.htm)] |

| 10.5(1)(3) | | [removed: Third] [added: [Third] Amendment of Hormel Foods Corporation Supplemental Executive Retirement Plan (2007 Restatement). (Incorporated by reference to Exhibit 10.5 to Hormel’s Current Report on Form 8-K dated November 21, 2011, File No. [removed: 001-02402.)] [added: 001-02402.)](http://www.sec.gov/Archives/edgar/data/48465/000110465911066332/a11-30454_1ex10d5.htm)] |

| 10.6(1)(3) | | [removed: Hormel] [added: [Hormel] Foods Corporation 2000 Stock Incentive Plan (Amended 1-31-2006). (Incorporated by reference to Exhibit 10.1 to Hormel’s Current Report on Form 8-K dated January 31, 2006, File No. [removed: 001-02402.)] [added: 001-02402.)](http://www.sec.gov/Archives/edgar/data/48465/000110465906006144/a06-4262_1ex10d1.htm)] |

| 10.7(1)(3) | | [removed: Hormel] [added: [Hormel] Foods Corporation Executive Deferred Income Plan II (November 21, 2011 Restatement). (Incorporated by reference to Exhibit 10.1 to Hormel’s Current Report on Form 8-K dated November 21, 2011, File No. [removed: 001-02402.)] [added: 001-02402.)](http://www.sec.gov/Archives/edgar/data/48465/000110465911066332/a11-30454_1ex10d1.htm)] |

| 10.8(1)(3) | | [removed: Form] [added: [Form] of Indemnification Agreement for Directors and Officers. (Incorporated by reference to Exhibit 10.1 to Hormel’s Quarterly Report on Form 10-Q for the quarter ended April 29, 2012, File No. [removed: 001-02402.)] [added: 001-02402.)](http://www.sec.gov/Archives/edgar/data/48465/000110465912042534/a12-12536_1ex10d1.htm)] |

| 10.9(1)(3) | | [removed: Hormel] [added: [Hormel] Foods Corporation Nonemployee Director Deferred Stock Plan (Plan Adopted October 4, 1999; Amended and Restated Effective January 1, 2008). (Incorporated by reference to Exhibit 10.6 to Hormel’s Annual Report on Form 10-K for the fiscal year ended October 26, 2008, File No. [removed: 001-02402.)] [added: 001-02402.)](http://www.sec.gov/Archives/edgar/data/48465/000110465908078222/a08-30826_1ex10d6.htm)] |

| 10.10(1)(3) | | [removed: Hormel] [added: [Hormel] Foods Corporation 2009 Nonemployee Director Deferred Stock Plan (Plan Adopted November 24, 2008). (Incorporated by reference to Exhibit 10.2 to Hormel’s Quarterly Report on Form 10-Q for the quarter ended January 25, 2009, File No. [removed: 001-02402.)] [added: 001-02402.)](http://www.sec.gov/Archives/edgar/data/48465/000110465909014968/a09-6928_1ex10d2.htm)] |

| 10.11(1)(3) | | [removed: Hormel] [added: [Hormel] Foods Corporation 2009 Long-Term Incentive Plan. (Incorporated by reference to Appendix A to Hormel’s definitive Proxy Statement filed on December 18, 2013, File No. [removed: 001-02402.)] [added: 001-02402.)](http://www.sec.gov/Archives/edgar/data/48465/000110465913090848/a13-25292_1def14a.htm)] |

| 10.12(1)(3) | | [removed: Hormel] [added: [Hormel] Survivor Income Plan for Executives (1993 Restatement). (Incorporated by reference to Exhibit 10.11 to Hormel’s Annual Report on Form 10-K for the fiscal year ended October 29, 2006, File No. [removed: 001-02402.)] [added: 001-02402.)](http://www.sec.gov/Archives/edgar/data/48465/000110465907002276/a07-1424_1ex10d11.htm)] |

| 10.13(1) | | [removed: Underwriting] [added: [Underwriting] Agreement, dated as of April 4, 2011, by and between the Company and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner, & Smith Incorporated as representatives of the several underwriters named in Schedule 1 thereto. (Incorporated by reference to Exhibit 1.1 to Hormel’s Current Report on Form 8-K dated April 11, 2011, File No. [removed: 001-02402.)] [added: 001-02402.)](http://www.sec.gov/Archives/edgar/data/48465/000110465911019539/a11-10052_1ex1d1.htm)] |

| 11.1(2) | | [removed: Statement] [added: [Statement] re: computation of per share earnings. (Included in Exhibit 13.1 filed with this Annual Report on Form 10-K for the fiscal year ended October [removed: 30, 2016.)] [added: 29, 2017.)](https://www.sec.gov/Archives/edgar/data/48465/000110465917074227/a17-26513_1ex13d1.htm#Exhibit13_1_042043 "Click to goto ")] |

| 13.1(2) | | [removed: Pages] [added: [Pages] 14 through 70 of the Annual Stockholders’ Report for the fiscal year ended October [removed: 30, 2016.] [added: 29, 2017.](https://www.sec.gov/Archives/edgar/data/48465/000110465917074227/a17-26513_1ex13d1.htm#Exhibit13_1_042043 "Click to goto ")] |

| 31.1(2) | | [removed: Certification] [added: [Certification] Required Under Section 302 of the Sarbanes-Oxley Act of [removed: 2002.] [added: 2002.](https://www.sec.gov/Archives/edgar/data/48465/000110465917074227/a17-26513_1ex31d1.htm#EXHIBIT31_1_125431 "Click to goto ")] |

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| Allowance for doubtful accounts receivable | | | $ | 4,045 | | | $ | 561 | | | $ | 261 (1) | | | $ | 677 (56) | (2) (3) | | $ | 4,246 | |

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| 2.1(2) | | [Purchase Agreement by and among 1492 Acquisition LLC, Columbus Manufacturing, Inc., and Hormel Foods Corporation, dated October 30, 2017. Exhibits and schedules identified in the agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be furnished to the Securities and Exchange Commission upon request.](https://www.sec.gov/Archives/edgar/data/48465/000110465917074227/a17-26513_1ex2d1.htm#EXHIBIT2_1_013605 "Click to goto ") |

| 3.1(1) | | [Restated Certificate of Incorporation as amended January 27, 2016. (Incorporated by reference to Exhibit 3.1 to Hormel’s Report on Form 10-K dated December 21, 2016, File No. 001-02402.)](http://www.sec.gov/Archives/edgar/data/48465/000110465916163147/a16-22026_1ex3d1.htm) |

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| 21.1(2) | | [Subsidiaries of the Registrant.](https://www.sec.gov/Archives/edgar/data/48465/000110465917074227/a17-26513_1ex21d1.htm#EXHIBIT21_1_122624 "Click to goto ") |

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| 23.1(2) | | [Consent of Independent Registered Public Accounting Firm.](https://www.sec.gov/Archives/edgar/data/48465/000110465917074227/a17-26513_1ex23d1.htm#EXHIBIT23_1_124433 "Click to goto ") |

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| 24.1(2) | | [Power of Attorney.](https://www.sec.gov/Archives/edgar/data/48465/000110465917074227/a17-26513_1ex24d1.htm#EXHIBIT24_1_124436 "Click to goto ") |

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| Allowance for | | | | | | | | | | | | | | |

| doubtful accounts | | | | | | | | | | $ 652 (2) | | | | |

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| October 25, 2015 | | | | | | | | | | | | | | |

| Allowance for | | | | | | | | | | | | | | |

| doubtful accounts | | | | | | | | | | $ 52 (2) | | | | |

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| Fiscal year ended | | | | | | | | | | | | | | |

| October 26, 2014 | | | | | | | | | | | | | | |

| Allowance for | | | | | | | | | | | | | | |

| doubtful accounts | | | | | | | | | | $ 4,152 (2) | | | | |

| receivable | | $ 4,000 | | $ 4,076 | | | $ 50 (4) | | | (76) (3) | | | $ 4,050 | |

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| 2.1(1) | | Purchase Agreement by and among Hormel Foods Corporation, Applegate Farms, LLC, the management sellers listed on Exhibit A, Weiser, Inc., Stephen M. McDonnell, SPC Partners IV, L.P., K&E Investment Partners, L.P. and Applegate Investment Corporation, dated May 26, 2015. (Incorporated by reference to Exhibit 2.1 to Hormel’s Quarterly Report on Form 10-Q for the quarter ended April 26, 2015, File No. 001-02402.) Exhibits identified in the agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be furnished to the Commission upon request. |

| 3.1(2) | | Restated Certificate of Incorporation as amended January 27, 2016. |

| 21.1(2) | | Subsidiaries of the Registrant. |

| 23.1(2) | | Consent of Independent Registered Public Accounting Firm. |

| 24.1(2) | | Power of Attorney. |