Hormel Foods (HRL) 10-K risk factor changes: FY2021 vs FY2020

▪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 [removed: suppliers; and][added: suppliers.]

The Company utilizes hedging programs to manage its exposure to various [removed: commodity] market risks, [added: such as commodity prices and interest rates,] which qualify for hedge accounting for financial reporting purposes.

These instruments may limit the Company’s ability to benefit from market gains if commodity prices [added: and/or interest rates] become more favorable than those secured under the Company’s hedging programs.

Additionally, if [removed: a] [added: another] highly pathogenic human disease outbreak developed in the United States, it may negatively impact the national economy, demand for Company products, and/or the Company’s workforce availability, and the Company’s financial results could suffer.

[removed: At this time, the] [added: The] following potential risk factors arising from COVID-19 pandemic have had and/or may continue to [removed: cause] [added: have] one or more of the following impacts on the Company's operations:

[removed: - One] [added: ▪One] or more of the Company's manufacturing facilities may be shut down or have their operations significantly impacted due to employee illnesses, increased absenteeism, and/or actions by government agencies.

Capital projects may be delayed as additional capacity is no longer currently [removed: needed.][added: needed or materials are unavailable.]

[removed: - Regulatory] [added: ▪Regulatory] restrictions and measures taken at the Company's facilities to prevent or slow down the spread of COVID-19 may impact [added: the] facilities’ efficiency.

[removed: - Operating] [added: ▪Operating] costs may increase as measures are put in place to prevent or slow down the spread of COVID-19, such as facility improvements, employee testing, short-term disability policies, and manufacturing employee bonus payments.

[removed: - Any] [added: ▪Any] new or additional measures required by national, state or local governments to combat [added: COVID-19, such as a] COVID-19 [added: vaccine mandate,] may similarly add additional operational costs.

[removed: - Ongoing] [added: ▪Ongoing] closure or reduced operations at foodservice establishments may impact results for the Company's foodservice business.

[removed: - A] [added: ▪A] national and/or global economic downturn may impact consumer purchase [removed: behavior,] [added: behavior] such as reduced [removed: foodservice volume, lower] volume [removed: in premium brands,] [added: for foodservice products] and [removed: potential loss of business to private label.][added: premium brands.]

[removed: - It] [added: ▪It] may become more difficult and/or expensive to obtain debt or equity financing necessary to sustain the Company's operations, make capital expenditures, and/or finance future acquisitions.

[removed: - The] [added: ▪The] Company may face litigation by stockholders, employees, suppliers, customers, consumers, and others relating to COVID-19 and its effects.

[removed: - The] [added: ▪The] Company relies on its dedicated employees, many of whom have a long tenure with the Company.

[removed: - It] [added: ▪It] is possible that the COVID-19 pandemic [removed: could] [added: has and continues to] negatively affect the Company's labor availability, relations, or labor costs.

[removed: - In accordance with recommendations to reduce large gatherings and increase social distancing, many] [added: ▪Many] of the Company's office-based employees [removed: are working remotely,] [added: continue to work remotely on occasion,] which may bring additional information technology and data security risks.

[removed: - Supply] [added: ▪Supply] chain disruptions of various types arising from COVID-19 may impact the Company's ability to make products, the cost for such products, and the ability to deliver products to customers.

[removed: - National,] [added: ▪National,] state, and local government orders closing or limiting operation of borders and ports, or imposing quarantine, could impact the Company's ability to obtain raw materials and to deliver finished goods to customers.

[removed: - COVID-19] [added: ▪COVID-19] has wide-reaching impacts to society and the [removed: business] [added: business,] making all decisions, interactions, and transactions significantly more complex.

[removed: - The] [added: ▪The] Company is committed to being transparent through communications to inform shareholders, employees, customers, consumers, and others about the enhanced safety protocols implemented.

The extent of the impact on the Company’s business, financial [removed: condition] [added: condition,] and results of operations is dependent on the length and severity of the pandemic.

The COVID-19 pandemic is an unprecedented situation and the Company's understanding of [added: and response to] its impacts is changing and evolving.

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, [removed: most recently] [added: including] the acquisition of [removed: Sadler's Smokehouse,] [added: the *Planters®* snack nuts business in June 2021,] that align with the Company’s strategic initiative of delivering long-term value to shareholders.

Potential risks associated with these transactions include the inability to consummate a transaction [added: timely or] on favorable terms, [removed: the] diversion of management's attention from other business concerns, [removed: the] potential loss of key employees and customers of current or acquired companies, [removed: the] inability to integrate or divest operations successfully, [removed: the] possible assumption of unknown liabilities, potential disputes with buyers or sellers, [added: inability to obtain favorable financing terms,] potential impairment charges if purchase assumptions are not achieved, and the inherent risks in entering markets or lines of business in which the Company has limited or no prior experience.

The Company is subject to disruption of operations at co-manufacturers, suppliers, [added: logistics providers, customers,] or other third-party service providers. [removed: Disruption of operations at co‑manufacturers 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.]

[removed: Additionally, actions] [added: 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.

[removed: The Company regularly engages] [added: ▪Disruption in services from partners such as] third-party service providers [added: used] to support various business functions such as benefit plan administration, payroll processing, information [removed: technology,] [added: technology] and cloud computing [removed: services.][added: services could have an adverse effect on the Company's business.]

[removed: A disruption in services from] [added: Any of] these [removed: partners] [added: disruptions] could have an adverse effect on the [removed: Company's business.][added: Company’s financial results.]

The loss of a material contract [added: or failure to obtain new material contracts] 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, [removed: cyber-attacks] [added: cyber attacks] or security breaches. Information technology systems are an important part of the Company’s business operations.

[removed: Attempted cyber-attack and other cyber] [added: Cyber] incidents are occurring more frequently and are being made by groups and individuals with a wide range of motives and expertise.

Deterioration of labor [removed: relations] [added: relations, labor availability] or increases in labor costs could harm the Company’s [removed: Business.] [added: business.] As of October [removed: 25, 2020, approximately 3,470 of] [added: 31, 2021,] the [removed: Company's employees] [added: Company employed more than 20,000 people worldwide, of which approximately 20 percent] were represented by labor unions, principally the United Food and Commercial Workers Union.

In recent years, the outbreak of ASF has impacted hog herds in China, Asia, [added: Europe,] and [removed: Europe.][added: the Caribbean.]

Fluctuations in commodity prices and availability of [removed: pork, poultry, beef, feed grains, avocados, peanuts,] [added: raw materials] and [removed: energy] [added: other inputs] 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, [removed: avocados,] and [removed: peanuts] [added: nuts] as well as [added: supplies,] energy [removed: costs] and [added: other inputs and] the selling prices for many of our products, which are determined by constantly changing market forces of supply and demand.

[removed: Consequently, the Company uses long-term supply contracts priced on market-based formulas or the cost of production to ensure] [added: This approach ensures] a [added: more] stable supply of raw materials while minimizing extreme fluctuations in costs over the long-term.

This may result, in the short-term, in higher [added: or lower] live hog costs compared to the cash spot [removed: market, depending on the relationship of the cash spot market to contract prices.][added: market.]

Results in these operations are affected by the cost and supply of feed grains, which fluctuates due to climate conditions, production forecasts, and supply and demand conditions at local, regional, national, and worldwide [added: markets.]

International trade barriers and other restrictions [added: or disruptions] could result in decreased foreign demand and increased domestic supply of proteins, thereby potentially lowering prices.

Market demand for the Company’s products may fluctuate. The Company faces competition from producers of alternative meats and protein sources, including pork, beef, turkey, chicken, fish, [added: nuts,] nut butters, whey, and plant-based proteins.

▪Future volatility or disruption in the capital and credit markets could impair the Company's liquidity or increase costs of borrowing.

▪The Company may be required to redirect cash flow from operations or explore alternative strategies, such as disposing of assets, to fulfill the payment of principal and interest on its indebtedness.

Vaccines to prevent COVID-19 were approved by health agencies in the U.S. and other countries in which the Company operates, which began to be administered near the end of calendar year 2020.

New variants of the virus appear to have increased transmissibility, which could complicate treatment and vaccination programs.

The Company's level of indebtedness increased significantly to fund the purchase of the *Planters®* snack nuts business and may continue to increase to fund future acquisitions.

Higher levels of debt may among other things, impact the Company's liquidity and increase the Company's exposure to negative fluctuations in interest rates.

▪Disruption of operations at co‑manufacturers, suppliers, or logistics providers have and may continue to impact the Company’s product and input supplies as well as the ability to distribute products.

▪Disruptions related to significant customers or sales channels has and could continue to result in a reduction in sales or change in the mix of products sold.

Additionally, labor shortages have caused disruptions for many of these providers and may continue to impact the Company's ability to receive inputs or distribute products.

From time to time, the Company has experienced, and may experience in the future, breaches of our security measures due to human error, malfeasance, insider threats, system errors or vulnerabilities or other irregularities, none of which have been material to date.

Labor and skilled labor availability challenges could continue to have an adverse effect on the Company's business.

The company takes a balanced approach to sourcing pork raw materials including hogs purchased for our Austin, Minnesota processing facility, long-term supply agreements for pork, and spot market purchases of pork.

The Company may be subject to decreased availability or less favorable pricing for nuts, tomatoes, avocados, or other produce if poor growing conditions have a negative affect on agricultural productivity.

Reductions in crop size or quality due to unfavorable growing conditions may have an adverse effect on the Company’s results.

A recent federal district court ruling has had a negative impact on harvest capacity and labor costs.

Harvest facilities the Company uses are negotiating to resolve the situation and expect to reach a solution, but harvest capacity and labor costs will continue to be negatively impacted until a solution is reached.

There can be no assurance a solution will be reached, in which case the negative impacts of the ruling would continue.

The Company has already seen several of these risks materialize.

The Company currently sources approximately 30% of its pork raw materials from Wholestone Farms, LLC (Wholestone) under a supply agreement expiring in December 2021.

The Company is in negotiations with Wholestone as well as evaluating alternative procurement options.

The live hog industry has evolved to large, vertically-integrated operations using long-term supply agreements.

Typically, this results in fewer hogs being available on the cash spot market.

markets.

[added: Organic volume and organic net sales1 increased 1 percent and 14 percent, respectively] (1See explanation of non-GAAP financial measures in the Consolidated Results section).

Diluted earnings per share for fiscal [removed: 2020 were] [added: 2021 was] $1.66, [removed: an 8 percent decrease compared] [added: flat] to [removed: $1.80 per share] last year.

International & Other segment [removed: results increased] [added: profit improved] significantly for the full [removed: year of fiscal 2020 due to] [added: year, driven by gains from exports,] higher income from the Company's partners in the Philippines, South [removed: Korea] [added: Korea,] and Europe, [removed: branded export growth,] and [removed: improved] [added: strong] results in China.

[removed: Additionally, the] [added: The] Company [removed: continued to reinvest] [added: reinvested] into the business through capital expenditures [removed: while returning] [added: and returned a record amount of] cash back to shareholders in the form of dividends.

[removed: Notable projects] [added: Significant spending] included [removed: the completion of] [added: several multi-year projects including] the [removed: Burke] pizza toppings [removed: plant expansion, significant work on] [added: expansion at our manufacturing facility in Nevada, Iowa,] a new dry sausage facility in [added: Omaha,] Nebraska, [added: and] Project Orion, [removed: and many other projects] [added: as well as ongoing investments] to support [added: food and employee safety and the] growth of branded products.

The annual dividend for [removed: 2021] [added: 2022] will be [removed: $0.98] [added: $1.04] per share and marks the [removed: 55th] [added: 56th] consecutive year of dividend increases, representing an increase of [removed: 5] [added: 6] percent.

In [removed: March,] [added: fiscal 2020,] the Company acquired [added: the assets of] Sadler's Smokehouse for [removed: $270.8] [added: $271] million.

[removed: Due] [added: The Company remains in a strong financial position due] to [added: its] consistent cash flow, liquidity, and [removed: a] strong balance [removed: sheet, the Company remains in a position of strength heading into fiscal 2021.][added: sheet.]

[removed: Additionally,] [added: Lastly,] we [removed: are] [added: remain] committed to returning cash to shareholders in the form of dividends.

A detailed review of the Company's fiscal [removed: 2020] [added: 2021] performance compared to fiscal [removed: 2019] [added: 2020] appears in following section.

A detailed review of the fiscal [removed: 2019] [added: 2020] performance compared to fiscal [removed: 2018] [added: 2019] is set forth in Part II, Item 7 of the Company's Form 10-K for the fiscal year ended October [removed: 27, 2019] [added: 25, 2020] under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which is incorporated herein by reference.

See Note A - Summary of Significant Accounting Policies for [removed: more] [added: additional] information.

| Refrigerated Foods | | | This segment consists primarily of the processing, marketing, and sale of branded and unbranded pork, beef, [removed: chicken] and [removed: turkey] [added: poultry] products for retail, foodservice, [removed: deli and,] [added: deli, convenience store, and] commercial customers. | | |

| International & Other | | | This segment includes Hormel Foods International, which manufactures, [removed: markets] [added: markets,] and sells Company products internationally. This segment also includes the results from the Company’s international joint ventures and royalty arrangements. | | |

The Company’s fiscal year consisted of [added: 53 weeks in fiscal year 2021 and] 52 weeks in fiscal years [removed: 2020, 2019,] [added: 2020] and [removed: 2018.][added: 2019.]

Fiscal [removed: 2021] [added: 2022] will consist of [removed: 53] [added: 52] weeks.

| (in thousands, except per share amounts) | | | | | | October [removed: 25, 2020] [added: 31, 2021] | | | | | | October [removed: 27, 2019] [added: 25, 2020] | | | | | | % Change | | | | | | October [removed: 25, 2020] [added: 31, 2021] | | | | | | October [removed: 27, 2019] [added: 25, 2020] | | | | | | % Change | | |

| Diluted Earnings Per Share | | | | | | [removed: 0.43] [added: 0.51] | | | | | | [removed: 0.47] [added: 0.43] | | | | | | [removed: (8.5)] [added: 18.6] | | | | | | 1.66 | | | | | | [removed: 1.80] [added: 1.66] | | | | | | [removed: (7.8)] [added: —] | | |

| (in thousands) | | | | | | October [removed: 25, 2020] [added: 31, 2021] | | | | | | October [removed: 27, 2019] [added: 25, 2020] | | | | | | % Change | | | | | | October [removed: 25, 2020] [added: 31, 2021] | | | | | | October [removed: 27, 2019] [added: 25, 2020] | | | | | | % Change | | |

[removed: (1) COMPARISON OF U.S. GAAP TO NON-GAAP FINANCIAL MEASUREMENTS][added: Non-GAAP Financial Measures]

Organic net sales and organic volume exclude the impacts of the [removed: Sadler's Smokehouse] acquisition [removed: (March 2020) in the Refrigerated Foods segment and] [added: of] the [removed: CytoSport divestiture (April 2019)] [added: *Planters®* snack nuts business (June 2021)] in the Grocery Products, [added: Refrigerated Foods,] and International & Other [removed: segments.][added: segments and the Sadler's Smokehouse acquisition (March 2020) in the Refrigerated Foods segment.]

| | | | [removed: | | |] October 25, 2020 | | | | | | | | | | | | | | | | | | [added: | | |] October [removed: 27, 2019] [added: 25, 2020] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (in thousands) | | | | | | Reported (GAAP) | | | | | | Acquisitions | | | | | | | | | | | | Organic (Non-GAAP) | | | | | | Reported (GAAP) | | | | | | [removed: Divestitures] | | | | | | [removed: Organic (Non-GAAP)] | | | | | | Organic % [removed: change] [added: Change] | | |

| Jennie-O Turkey Store | | | | | | [removed: 237,435] [added: 240,771] | | | | | | — | | | | | | | | | | | | [removed: 237,435] [added: 240,771] | | | | | | [removed: 242,421] [added: 237,435] | | | | | | [removed: —] | | | | | | [removed: 242,421] | | | | | | [removed: (2.1)] [added: 1.4] | | |

[removed: Net Sales][added: ORGANIC NET SALES (NON-GAAP)]

| Jennie-O Turkey Store | | | | | | [removed: 373,471] [added: 459,754] | | | | | | — | | | | | | | | | | | | [removed: 373,471] [added: 459,754] | | | | | | [removed: 398,512] [added: 373,471] | | | | | | [removed: —] | | | | | | [removed: 398,512] | | | | | | [removed: (6.3)] [added: 23.1] | | |

| | | | October [removed: 25, 2020 | | | | | | | | |] [added: 31, 2021] | | | | | | | | | | | | October [removed: 27, 2019 | | | | | | | | | | | | | | | | | | | | |] [added: 25, 2020] | | | | | |

| (in thousands) | | | [removed: Reported (GAAP)] | | | [added: Reported (GAAP)] | | | | | | Acquisitions | | | | | | | | | | | | Organic (Non-GAAP) | | | | | | Reported (GAAP) | | | | | | [removed: Divestitures] | | | | | | [removed: Organic (Non-GAAP)] | | | | | | Organic % [removed: change] [added: Change] | | |

| Jennie-O Turkey Store | | | | | | [removed: 815,425] [added: 824,184] | | | | | | — | | | | | | | | | | | | [removed: 815,425] [added: 824,184] | | | | | | [removed: 789,337] [added: 815,425] | | | | | | [removed: —] | | | | | | [removed: 789,337] | | | | | | [removed: 3.3] [added: 1.1] | | |

| Jennie-O Turkey Store | | | | | | [removed: 1,333,459] [added: 1,495,151] | | | | | | — | | | | | | | | | | | | [removed: 1,333,459] [added: 1,495,151] | | | | | | [removed: 1,323,783] [added: 1,333,459] | | | | | | [removed: —] | | | | | | [removed: 1,323,783] | | | | | | [removed: 0.7] [added: 12.1] | | |

| | | | | | | October [removed: 25,] [added: 31,] | | | | | | October [removed: 27,] [added: 25,] | | | | | | | | | | | | October [removed: 25,] [added: 31,] | | | | | | October [removed: 27,] [added: 25,] | | | | | | | | |

| (in thousands) | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | % Change | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | % Change | | |

| Cost of Products Sold | | | | | | $ | [removed: 1,962,340] [added: 2,876,669] | | | | | $ | [removed: 2,007,790] [added: 1,962,340] | | | | | [removed: (2.3)] [added: 46.6] | | | | | | $ | [removed: 7,782,498] [added: 9,458,283] | | | | | $ | [removed: 7,612,669] [added: 7,782,498] | | | | | [removed: 2.2] [added: 21.5] | | |

| Percentage of Net Sales | | | | | | [removed: 18.9] [added: 16.7] | | % | | | | [removed: 19.7] [added: 18.9] | | % | | | | | | | | | | [removed: 19.0] [added: 16.9] | | % | | | | [removed: 19.8] [added: 19.0] | | % | | | | | | |

[removed: Consolidated gross] [added: Gross] profit as a percentage of net sales [added: declined] for [added: all four business segments in] the fourth quarter and [added: for the] full year [removed: declined.][added: compared to fiscal 2020.]

| Percentage of Net Sales | | | | | | [removed: 7.9] [added: 6.7] | | % | | | | [removed: 7.3] [added: 7.9] | | % | | | | | | | | | | [removed: 7.9] [added: 7.5] | | % | | | | [removed: 7.7] [added: 7.9] | | % | | | | | | |

Advertising investments in the fourth quarter were [added: $43 million compared to] $29 [removed: million,] [added: million in fiscal 2020,] an increase of [removed: 14] [added: 48] percent.

In fiscal [removed: 2021,] [added: 2022,] the Company intends to continue [removed: building brand awareness through advertising investments] [added: investing] in key brands [removed: such as] [added: including *Planters®*,] *SPAM*®*, SKIPPY*®, [removed: *Hormel®* chili, *Applegate®, Columbus®,] [added: *Columbus®,] Hormel®* *Black Label®, Hormel*® [removed: pepperoni] [added: pepperoni,] and *Jennie-O*®.

Research and development continues to be a vital part of the Company's strategy to [removed: extend] [added: grow] existing brands and expand into new branded items.

Research and development expenses were $8.3 million and [removed: $31.9] [added: $33.6] million for the fiscal [removed: 2020] [added: 2021] fourth quarter and year, respectively, compared to $8.4 million and [removed: $32.5] [added: $31.9] million for the corresponding periods in fiscal [removed: 2019.][added: 2020.]

Fiscal 2021: The Company achieved record sales of $11.4 billion, a 19 percent increase from fiscal 2020, driven by double-digit growth from all four business segments and from all four go-to-market channels (U.S. retail, U.S. foodservice, U.S. deli, and international).

Strong growth from the foodservice businesses, higher pricing across all segments, and the inclusion of the *Planters®* snack nuts business were the primary drivers of net sales growth.

Demand remained elevated across the domestic retail, domestic deli, and international channels, while the domestic foodservice business experienced a significant recovery after the sharp decline experienced last year as a result of the COVID-19 pandemic.

Net earnings were in line with last year as improved volume and sales were unable to offset higher costs as a result of inflation on raw materials, freight, labor, and supplies.

The net impact to after-tax earnings from one-time acquisition costs and accounting adjustments related to the acquisition of the *Planters®* snack nuts business were approximately $37 million, or six cents per share, for fiscal 2021.

Refrigerated Foods segment profit for the full year increased as higher earnings from the foodservice business and the impact of numerous pricing actions fully offset significantly higher raw material costs, increased freight expenses, and higher operational costs.

Grocery Products segment profit increased due to the addition of the *Planters®* snack nuts business and improved organic sales.

Earnings for Jennie-O Turkey Store declined due primarily to higher feed costs and increased freight expenses.

Volume, net sales, and segment profit for all business segments were constrained by production labor shortages and supply chain disruptions during the second half of the fiscal year.

During fiscal 2021, the Company continued to prioritize investments to ensure the safety of all team members.

For the full year, we absorbed approximately $21 million in direct incremental supply chain costs related to the COVID-19 pandemic to enhance safety measures in its production facilities related to the COVID-19 pandemic.

The Company estimates most of these incremental supply chain costs are temporary and will eventually decline as the pandemic subsides.

In addition to COVID-related investments, volume, net sales, and segment profit were negatively impacted by labor shortages and supply chain disruption.

Capital expenditures in fiscal 2021 were $232 million, including investments in a pizza toppings expansion at our manufacturing facility in Nevada, Iowa, expanding capacity for *Columbus®* charcuterie in Omaha, Nebraska, significant progress on new production capabilities for retail and foodservice pepperoni, Project Orion, and many other projects to support growth of branded products.

In June 2021, the Company acquired the *Planters®* snack nuts business for $3.4 billion in cash.

Included in the acquisition were the *Planters®* *, NUT-rition®* *, Planters®* Cheez Balls and *Corn Nuts®* brands.

This acquisition amplifies our scale in snacking and entertaining by complementing its other brands in the space, including *Hormel®* *Gatherings®, Herdez®, Wholly®, SKIPPY®,* and *Columbus®*.

Fiscal 2022 Outlook: The Company expects all four segments to deliver sales and earnings growth in fiscal 2022.

On a consolidated basis, growth is expected in excess of our long-term growth algorithm due to strength in the *Planters®* snack nuts business, continued elevated demand across all businesses, improved production throughput, incremental capacity on high-growth categories such as pizza toppings and dry sausage, and the benefit from numerous pricing actions executed during fiscal 2021.

The operating environment is expected to remain complex.

Industry-wide labor shortages, incremental inflationary pressures, and further supply chain disruption pose the greatest risks to the outlook.

We plan to continue to support the business through marketing and advertising investments for our leading brands as well as investments into our production capabilities, including new capacity for retail and foodservice pepperoni and a new production line for the *SPAM®* family of products.

We also expect to benefit from the progress we have made on our Project Orion and One Supply Chain initiatives to transform our company and position it for long-term growth.

| Net Earnings | | | | | | $ | 281,738 | | | | | $ | 234,356 | | | | | 20.2 | | | | | | $ | 908,839 | | | | | $ | 908,082 | | | | | 0.1 | | |

| Adjusted Diluted Earnings Per Share (1) | | | | | | 0.51 | | | | | | 0.43 | | | | | | 18.6 | | | | | | 1.73 | | | | | | 1.66 | | | | | | 4.2 | | |

| Volume (lbs.) | | | | | | 1,379,848 | | | | | | 1,209,434 | | | | | | 14.1 | | | | | | 4,933,136 | | | | | | 4,794,706 | | | | | | 2.9 | | |

| Organic Volume(1) | | | | | | 1,308,606 | | | | | | 1,209,434 | | | | | | 8.2 | | | | | | 4,818,820 | | | | | | 4,794,706 | | | | | | 0.5 | | |

| Net Sales | | | | | | $ | 3,454,751 | | | | | $ | 2,420,105 | | | | | 42.8 | | | | | | $ | 11,386,189 | | | | | $ | 9,608,462 | | | | | 18.5 | | |

| Organic Net Sales(1) | | | | | | 3,185,297 | | | | | | 2,420,105 | | | | | | 31.6 | | | | | | 10,940,372 | | | | | | 9,608,462 | | | | | | 13.9 | | |

(1) See the "Non-GAAP Financial Measures" section below for a description of the Company's use of measures not defined by Generally Accepted Accounting Principles (GAAP)

Net sales for the fourth quarter were an all-time record, benefiting from pricing actions across the entire portfolio, organic volume growth, and the inclusion of the *Planters®* snack nuts business.

Results from the foodservice businesses in Refrigerated Foods and Jennie-O Turkey Store were particularly strong due to the continued recovery in the foodservice industry after a significant decline in net sales in the fourth quarter of 2020.

For fiscal 2021, net sales were an all-time record.

Strong growth from the foodservice businesses, higher pricing across all segments, and the inclusion of the *Planters®* snack nuts business were the primary drivers.

In fiscal 2022, the Company expects net sales growth from all four business segments, driven primarily by the impact of higher pricing across the portfolio, volume growth from the value-added businesses, and the benefit of a full year of the *Planters®* snack nuts business.

Offsetting a portion of this growth will be the impact from the new pork supply agreement, which is expected to have a negative cumulative impact on the Refrigerated Foods and International & Other business segments of approximately $350 million.

For fiscal 2021, cost of products sold for the fourth quarter and full year increased due to inflationary pressures stemming from raw materials, packaging, freight, labor, and many other inputs.

The inclusion of the *Planters®* snack nuts business during the third quarter was also a driver of higher costs.

Direct incremental supply chain costs related to the COVID-19 pandemic for fiscal 2021 were approximately $21 million.

This compares to approximately $80 million of higher operational costs related to the COVID-19 pandemic incurred during fiscal 2020.

Fiscal 2020: Sales for the year were a record $9.6 billion, a 1 percent increase from last year, as all four business segments delivered sales growth.

Organic net sales1 increased 2 percent.

Due to the impact of the COVID-19 pandemic on the last three fiscal quarters of 2020, the Company experienced significant demand shifts from its domestic foodservice business to its domestic retail business.

Net sales increased for the year due to higher branded retail sales from all business segments, higher commodity sales in Refrigerated Foods and Jennie-O Turkey Store, and the acquisition of the Sadler's Smokehouse business.

These gains offset a dramatic decline in foodservice sales and the impact of the CytoSport divestiture last year.

Earnings before tax declined 8 percent, as the Company absorbed approximately $80 million in incremental costs related to the COVID-19 pandemic.

The 7 percent decrease in net earnings attributable to the Company was driven by COVID-19 related expenses in addition to the impact of the gain on the CytoSport divestiture last year.

Grocery Products segment profit for the full year increased as improved center store retail sales and favorable product mix more than overcame the divestiture of CytoSport and the benefit from a legal settlement in fiscal 2019.

Earnings for the Jennie-O Turkey Store segment deceased primarily due to lower foodservice earnings and increased supply chain costs related to the COVID-19 impacts on manufacturing and live production.

Refrigerated Foods segment results declined for the full year as lower foodservice sales and incremental supply chain costs related to COVID-19 more than offset excellent performances from the retail businesses.

In response to the COVID-19 pandemic, the Company committed to making investments necessary to keep its team members safe.

These investments included: enhanced safety procedures across the Company's facilities; providing personal protective equipment for all production team members; frequent disinfecting of high-touch areas; reconfiguration of common areas and workstations; temperature and wellness screenings; revised shift scheduling; reduced production line speeds; new guidelines on carpooling; more extensive social distancing measures throughout each facility; and where possible, providing remote work opportunities and facilitating access to rapid testing for employees.

The Company also paid over $11 million in bonuses to full- and part-time plant production team members during the year.

Capital expenditures were $367.5 million in fiscal 2020.

In June, the Company issued $1.0 billion, ten-year notes at an annual interest rate of 1.8 percent.

The proceeds from the offering is expected to provide liquidity and allow the business to take advantage of strategic opportunities.

Fiscal 2021 Outlook: We are optimistic about our ability to grow sales and earnings in fiscal 2021.

Sales for our retail products is expected to remain strong but not to the level of growth seen in fiscal 2020.

Sales momentum for products such as *SKIPPY*® peanut butter, *Herdez*® salsas and sauces, *Hormel*® *Black Label*® bacon, *Applegate®* brands, and *Jennie-O*® lean ground turkey is expected to continue.

Key product lines are expected to benefit from structurally higher capacity compared to last year.

We anticipate a modest recovery in the foodservice industry but likely not back to 2019 levels.

Brands like *Hormel®* *Bacon 1TM*, *Hormel®* *Fire BraisedTM*, *Sadler’s®*, and *Café H®* are well-positioned to grow as the industry recovers.

Additional restrictions related to on-premise dining and regional lockdowns could impact the recovery of the foodservice industry.

We expect the COVID-19 related higher cost structure in our domestic operations to continue through the first half of fiscal 2021 and for the majority of COVID-19 costs to subside as the pandemic comes under control.

The availability of labor to staff our domestic production facilities and higher input costs present risk to our sales and profitability.

Barring any unforeseen trade issues, the International & Other segment expects continued growth from the China business and the *SPAM*® and *SKIPPY*® brands.

We plan to invest our capital to support the growth of the value-added businesses and advertise our numerous iconic brands.

We plan to open a new dry sausage facility for the *Columbus®* brand in the second quarter as well as invest in additional capacity to support our pepperoni business.

At the beginning of fiscal 2019, the Company aligned all deli businesses, including the Jennie-O Turkey Store deli division, into Hormel Deli Solutions reporting within the Refrigerated Foods segment.

In addition, the ingredients business was realigned from the Grocery Products segment to the Refrigerated Foods segment.

Periods presented herein have been recast to reflect these changes.

Periods presented have also been adjusted due to the adoption of Accounting Standards Update (ASU) 2017-07, *Compensation - Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (Topic 715)*.

FISCAL YEARS 2020 AND 2019

| Net Earnings | | | | | | $ | 234,356 | | | | | $ | 255,503 | | | | | (8.3) | | | | | | $ | 908,082 | | | | | $ | 978,806 | | | | | (7.2) | | |

| Volume (lbs.) | | | | | | 1,209,434 | | | | | | 1,236,877 | | | | | | (2.2) | | | | | | 4,794,706 | | | | | | 4,737,281 | | | | | | 1.2 | | |

| Organic Volume(1) | | | | | | 1,204,662 | | | | | | 1,236,877 | | | | | | (2.6) | | | | | | 4,779,409 | | | | | | 4,665,319 | | | | | | 2.4 | | |

| Net Sales | | | | | | $ | 2,420,105 | | | | | $ | 2,501,513 | | | | | (3.3) | | | | | | $ | 9,608,462 | | | | | $ | 9,497,317 | | | | | 1.2 | | |

| Organic Net Sales(1) | | | | | | 2,392,741 | | | | | | 2,501,513 | | | | | | (4.3) | | | | | | 9,519,099 | | | | | | 9,362,840 | | | | | | 1.7 | | |

Reconciliation of Non-GAAP Measures

4th Quarter

Hogs purchased under contract accounted for [removed: 95] [added: 96] percent and [removed: 93] [added: 95] percent of the total hogs purchased by the Company during fiscal [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

The Company’s [removed: value-added] [added: value-added,] branded portfolio helps mitigate changes in hog and pork market prices.

The fair value of the Company’s open futures contracts in this program as of October [removed: 25, 2020,] [added: 31, 2021,] was [removed: $3.1] [added: $(0.2)] million compared to [removed: $5.8] [added: $3.1] million as of October [removed: 27, 2019.][added: 25, 2020.]

A 10 percent decrease in the market price for lean hogs would have negatively impacted the fair value of the Company’s October [removed: 25, 2020,] [added: 31, 2021,] open lean hog contracts by [removed: $9.3] [added: $7.9] million, which in turn would lower the Company’s future cost on purchased hogs by a similar amount.

This program utilizes [removed: corn futures] [added: grain futures, swaps, and options] for Jennie-O Turkey Store, and these contracts are accounted for under cash flow hedge accounting.

The fair value of the Company’s open [removed: futures] [added: grain] contracts as of October [removed: 25, 2020,] [added: 31, 2021,] was [removed: $(0.1)] [added: $25.5] million compared to [removed: $(2.2)] [added: $(0.1)] million as of October [removed: 27, 2019.][added: 25, 2020.]

The Company measures its market risk exposure on its grain [removed: 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 October [removed: 25, 2020,] [added: 31, 2021,] open grain contracts by [removed: $7.2] [added: $14.5] million, which in turn would lower the Company’s future cost on purchased grain by a similar amount.

As of October [removed: 25, 2020,] [added: 31, 2021,] the balance of these securities totaled [removed: $173.1] [added: $203.0] million compared to [removed: $157.5] [added: $173.1] million as of October [removed: 27, 2019.][added: 25, 2020.]

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 [removed: $8.4] [added: $10.0] million, while a 10 percent increase in value would have a positive impact of the same amount.

The Company’s net asset position in foreign currencies as of October [removed: 25, 2020,] [added: 31, 2021,] was [removed: $541.2] [added: $657.2] million, compared to [removed: $543.8] [added: $541.2] million as of October [removed: 27, 2019,] [added: 25, 2020,] with most of the exposure existing in Chinese yuan and Brazilian real.

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 the Brazilian real, as of October [removed: 25, 2020.][added: 31, 2021.]

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 [removed: $40.7] [added: $43.3] 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 [removed: $33.3] [added: $35.4] 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 [removed: $10.4] [added: $11.7] 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 [removed: $8.5] [added: $9.6] million pretax.

The rabbi trust is invested primarily in fixed income funds.

A majority of these securities represent fixed income funds.

Hormel Foods Corporation, a Delaware corporation [removed: (the Company),] [added: (collectively, the "Company", "we," "us,", "our"),] was founded by George A.

The Company started as a processor of meat and food products and continues in this line of [removed: business.][added: business with emphasis on the manufacturing and distribution of branded, value-added consumer items rather than commodity fresh meat products.]

Refer to Note B - Acquisitions and Divestitures for [removed: information on the Company's recent acquisitions and divestitures.][added: information.]

HFIC [added: also] has a minority position in a food company in the Philippines (The Purefoods-Hormel Company, Inc., [removed: 40%] [added: 40 percent] holding).

Net sales to unaffiliated customers, [removed: operating] [added: segment] profit, total [removed: assets] [added: assets,] and the presentation of certain other financial information by segment [removed: are] [added: is] reported in Note P - Segment Reporting of the Notes to Consolidated Financial Statements and in the Management's Discussion and Analysis of Financial Condition and Results of Operations.

The Company develops, processes, and distributes a wide array of food products in a variety of [removed: markets.][added: markets and manufactures its products through various processing facilities and trusted co-manufacturers.]

The Company’s products primarily consist of [removed: meat] [added: meat, nuts,] and other food products sold across multiple distribution channels such as U.S. Retail, U.S. Foodservice, U.S. Deli, and International.

[removed: Some of the larger] [added: HFIC has a global presence within several major international] markets [removed: include] [added: including] Australia, Brazil, Canada, China, England, Japan, Mexico, Micronesia, the Philippines, Singapore, and South Korea.

The Company, through HFIC, has licensed companies to manufacture various products internationally on a royalty basis, with the primary licensees being Danish Crown UK [removed: Ltd.] [added: Ltd.,] and CJ CheilJedang Corporation.

Production costs [removed: in] [added: from] raising [removed: hogs and] turkeys are subject [removed: primarily] to fluctuations in grain prices and fuel costs.

To manage [removed: this risk,] [added: these risks,] the Company uses [removed: futures] [added: futures, swaps, and options] contracts to hedge a portion of its anticipated purchases of grain.

The Company uses long-term supply contracts and forward buying [removed: in an attempt] to manage these risks.

The [removed: Company] [added: Company’s dedicated corporate safety department] develops and administers company-wide policies to ensure the safety of each [removed: team member] [added: employee] and compliance with Occupational Safety and Health Administration [removed: (OSHA)] standards.

The Company believes it is in compliance with [removed: such] [added: current] laws and regulations and does not expect continued compliance to have a material impact on capital expenditures, earnings, or competitive position.

During fiscal [removed: 2020,] [added: 2021,] sales to Walmart Inc. (Walmart) represented approximately [removed: 14.6] [added: 15] percent of the [removed: Company’s revenues (measured as] [added: Company's consolidated] gross sales [removed: less] [added: excluding] returns and [removed: allowances), compared to 13.5 percent in fiscal 2019.][added: allowances.]

Walmart is a customer [removed: for] [added: in] all four [removed: segments of the Company.][added: segments.]

The loss of one or more of the top customers in any of [removed: these] [added: the four reporting] segments could have a material adverse effect on the results of such segment.

The Company competes with manufacturers of pork and turkey products as well as national and regional producers of other meat and protein sources, such as beef, chicken, fish, [removed: peanut butter, whey,] [added: nuts,] and plant-based proteins.

The Company holds [removed: 34] [added: 39] U.S. and [removed: six] [added: nine] foreign patents.

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

[removed: Forward-looking Statements][added: FORWARD LOOKING STATEMENTS]

When used in the Company’s Annual Report to Stockholders, other filings by the Company with the U.S. Securities and Exchange Commission, the Company's press releases, and oral statements made by the Company's representatives, the words or phrases "should result," "believe," "intend," "plan," "are expected to," "targeted," "will continue," "will approximate," "is anticipated," "estimate," "project," or similar expressions are intended to identify forward-looking statements within the meaning [removed: of the Reform Act.]

The Company builds on its founder's legacy of innovation, quality, and integrity with focus on its purpose statement - Inspired People.

Inspired Food.™ Today, the Company is a global branded food company bringing some of the most trusted and iconic brands to tables across the globe with over $11 billion in annual revenue in more than 80 countries.

During fiscal 2021, the Company acquired the *Planters®* snack nuts business from The Kraft Heinz Company.

The acquisition of the *Planters®* snack nuts business has expanded the Company's product portfolio, adding the *Planters®*, *NUT-rition®*, *Planters®* Cheez Balls, and *Corn Nuts®* brands.

Operating results from the *Planters®* snack nuts business are reported through the Grocery Products, Refrigerated Foods, and International & Other segments.

Grocery Products: 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 Foods, LLC joint venture.

Refrigerated Foods: 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, convenience store, and commercial customers.

Jennie-O Turkey Store: The Jennie-O Turkey Store segment consists primarily of the processing, marketing, and sale of branded and unbranded turkey products for retail, foodservice, and commercial customers.

International & Other: 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.

The Company concentrates on the marketing and sale of branded, value-added food products.

The principal raw materials used by the Company include pork, turkey, beef, chicken, and nuts.

The company takes a balanced approach to sourcing pork raw materials including hogs purchased for our Austin, Minnesota processing facility, long-term supply agreements for pork, and spot market purchases of pork.

The majority of the turkeys needed to meet raw material requirements are raised by the Company.

The Company also purchases raw materials from various suppliers.

As the Company shifts its focus towards a more value-added portfolio, the Company has become increasingly dependent on these suppliers to meet its raw material needs.

The Company utilizes supply contracts to ensure an adequate supply and mitigate price fluctuations.

During fiscal 2021, the Company’s demand for nuts significantly increased due to the acquisition of the *Planters®* snack nuts business.

Certain nut varieties, such as cashews, are sourced internationally which may cause additional risks to pricing and availability.

Employees are pivotal resources that directly impact the success of the Company.

As of October 31, 2021, the Company had more than 20,000 active employees, with over 90 percent located within the United States.

The Company is subject to collective bargaining agreements (CBAs), with approximately 20 percent of employees covered by CBAs.

Diversity, Equity, and Inclusion

The Company welcomes the diversity of all team members, customers, and consumers, and encourages the integration of their unique skills, thoughts, experiences, and identities.

The Company’s workforce is made up of approximately 40 percent women and over 50 percent ethnic minority groups.

By fostering an inclusive culture, the Company enables every member of the workforce to leverage unique talents and high-performance standards to drive innovation and success.

The Company has nine employee resource groups that support the Company’s mission to create a workplace where all people feel welcomed, respected, and valued.

These groups play a critical role in diversity initiatives and provide numerous professional development and mentorship opportunities.

Senior leaders of the Company are held accountable to creating an inclusive, diverse workplace through the annual incentive plan, a component of which focuses on overall belonging scores and the representation of women and underrepresented minorities in salaried positions.

Employee Training, Safety, and Total Rewards

The Company believes investing in the education, training, and development of employees contributes to the overall success of the business.

The Company provides learning opportunities for employees through various training courses, including instructor-led internal and external programs and on-the-job training.

Hormel Foods is known for its award-winning safety programs.

The Corporate Safety Steering Committee provides safety leadership and guidance to all Company locations, including monthly safety training and assessments and annual safety audits.

The Company believes its most important asset is its employees and its success is dependent on the attraction, development, and retention of a skilled and experienced workforce.

The Company offers a competitive compensation package and a multitude of benefits including medical, life and disability insurance, contributory and non-contributory retirement savings plans, tuition reimbursement, and two years of tuition-free community and technical college for U.S. employees’ dependent children.

The nationwide challenges with labor availability have impacted the business, particularly in the second half of fiscal 2021.

To address labor availability, the Company is taking actions to hire and retain team members and implement additional automation across manufacturing facilities.

COVID-19 Response

The Company’s name was changed to Hormel Foods Corporation in 1995.

The Company is primarily engaged in the production of a variety of meat and food products and the marketing of those products throughout the United States and internationally.

Although pork and turkey remain the major raw materials for its products, the Company has emphasized for several years the manufacturing and distribution of branded, value-added consumer items rather than commodity fresh meat products.

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

The Company had no significant change in the type of products produced or services rendered, or in the markets or methods of distribution, since the beginning of the 2020 fiscal year.

The Company has not been involved in any bankruptcy, receivership or similar proceedings during its history.

At the beginning of fiscal 2019, the Hormel Deli Solutions division combined all deli businesses, including the Jennie-O Turkey Store deli division, into one division within the Refrigerated Foods segment.

In addition, the ingredients business was realigned from the Grocery Products segment to the Refrigerated Foods segment.

Segment results for fiscal years prior to 2019 have been adjusted to reflect these changes.

The Company manufactures its products through various processing facilities and trusted co-manufacturers.

Total revenues contributed by classes of similar products and sales channels for the last three fiscal years are reported in Note P - Segment Reporting of the Notes to Consolidated Financial Statements.

Through HFIC, the Company markets its products in various locations throughout the world.

The Company has, for the past several years, been concentrating on branded products with year-round demand to minimize the seasonal variation experienced with commodity-type products.

Pork continues to be the primary raw material for Company products.

The Company’s expanding line of branded products has reduced, but not eliminated, the sensitivity of Company results to raw material supply and price fluctuations.

The majority of the hogs harvested for the Company are purchased under supply contracts from producers located principally in Minnesota and Iowa.

The cost of hogs and the utilization of the Company’s facilities are affected by both the level and the methods of pork production in the United States.

The Company uses supply contracts to ensure a stable supply of raw materials.

The Company’s contracts utilize market-based formulas and/or markets of certain hog production inputs to better balance input costs with customer pricing.

All contract costs are fully reflected in the Company’s reported financial statements.

In fiscal 2020, the Company purchased 95 percent of its hogs under supply contracts.

In fiscal 2020, Jennie-O Turkey Store raised turkeys representing approximately 78 percent of the volume needed to meet its raw material requirements for branded turkey products and whole birds.

Turkeys not sourced within the Company are contracted with independent turkey growers.

Jennie-O Turkey Store’s turkey-raising farms are located throughout Minnesota and Wisconsin.

The Company purchases other commodity-based raw materials such as beef, pork, and chicken for use across all segments.

Raw materials are obtained from various suppliers and manufacturers.

The Company has longstanding relationships with its suppliers of raw materials and expects to have an adequate supply for its present needs.

Additionally, the cost and supply of avocados and peanuts are impacted by the changing market forces of supply and demand, which can impact the cost of the Company’s products.

Employees are the cornerstone of the Company and its purpose: *Inspired People.

Inspired Food*™.

As of October 25, 2020, the Company had approximately 19,100 active domestic and foreign employees.

The Company is committed to supporting employees' professional development as well as providing competitive benefits and a safe, inclusive workplace.

Employee safety remains the Company's top priority.

This includes monthly safety training and assessments as well as annual safety audits.

The Company believes a diverse workforce fosters innovation and cultivates an environment filled with unique perspectives.

As a result, diversity and inclusion help the Company meet the needs of customers and consumers around the world.

Respect for human rights is fundamental to the Company's business and its commitment to ethical business conduct.

The Company measures employee engagement on an ongoing basis as it believes an engaged workforce leads to a more innovative, productive and profitable company.

The results from engagement surveys are used to implement programs and processes designed to keep employees connected with the Company.

The five largest customers in each segment make up approximately the following percentage of segment sales: 44 percent of Grocery Products, 35 percent of Refrigerated Foods, 54 percent of Jennie-O Turkey Store, and 15 percent of International & Other.

Resolution of any currently known matters, either individually or in the aggregate, [removed: are] [added: is] not expected to have a material effect on the Company’s financial condition, results of operations, or liquidity.

The Company is a defendant in three sets of antitrust lawsuits broadly targeting the pork and turkey industries.

None of these cases involve allegations of bid rigging or other criminal conduct.

The Company has not established reserves as it does not believe it will have liability in any of these cases.

For the fiscal year ended October [removed: 25, 2020][added: 31, 2021]

See the definitions of “large accelerated filer,” “accelerated [removed: filer”,] [added: filer,”] “smaller reporting [removed: company”,] [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: 26, 2020,] [added: 25, 2021,] was [removed: $13,086,349,866] [added: $13,101,074,449] based on the closing price of [removed: $46.61] [added: $46.39] on the last business day of the registrant’s most recently completed second fiscal quarter.

As of [removed: November 29, 2020,] [added: December 5, 2021,] the number of shares outstanding of each of the registrant’s classes of common stock was as follows:

Common Stock, $0.01465 – Par Value [removed: 539,918,117] [added: 542,569,949] shares

Portions of the Proxy Statement for the Annual Meeting of Stockholders to be held January [removed: 26, 2021,] [added: 25, 2022,] are incorporated by reference into Part III, Items 10-14.

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| [Item [removed: 5.](#iba1060ab4f9b49a1988b5bf489654c4b_34)] [added: 5.](#ic0f1e00f8fa04a87b8ba424679040b3d_40)] | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER [removed: MATTERS](#iba1060ab4f9b49a1988b5bf489654c4b_34)[,](#iba1060ab4f9b49a1988b5bf489654c4b_34)] [added: MATTERS](#ic0f1e00f8fa04a87b8ba424679040b3d_40)[,](#ic0f1e00f8fa04a87b8ba424679040b3d_40)] [AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#iba1060ab4f9b49a1988b5bf489654c4b_34)] [added: SECURITIES](#ic0f1e00f8fa04a87b8ba424679040b3d_40)] | | | [removed: [12](#iba1060ab4f9b49a1988b5bf489654c4b_34)] [added: [13](#ic0f1e00f8fa04a87b8ba424679040b3d_40)] | | |

| [Item [removed: 7.](#iba1060ab4f9b49a1988b5bf489654c4b_40)] [added: 7.](#ic0f1e00f8fa04a87b8ba424679040b3d_46)] | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#iba1060ab4f9b49a1988b5bf489654c4b_40)] [added: OPERATIONS](#ic0f1e00f8fa04a87b8ba424679040b3d_46)] | | | [removed: [14](#iba1060ab4f9b49a1988b5bf489654c4b_40)] [added: [14](#ic0f1e00f8fa04a87b8ba424679040b3d_46)] | | |

| [Item [removed: 7A.](#iba1060ab4f9b49a1988b5bf489654c4b_58)] [added: 7A.](#ic0f1e00f8fa04a87b8ba424679040b3d_61)] | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#iba1060ab4f9b49a1988b5bf489654c4b_58)] [added: RISK](#ic0f1e00f8fa04a87b8ba424679040b3d_61)] | | | [removed: [25](#iba1060ab4f9b49a1988b5bf489654c4b_58)] [added: [27](#ic0f1e00f8fa04a87b8ba424679040b3d_61)] | | |

| [Item [removed: 8.](#iba1060ab4f9b49a1988b5bf489654c4b_61)] [added: 8.](#ic0f1e00f8fa04a87b8ba424679040b3d_64)] | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#iba1060ab4f9b49a1988b5bf489654c4b_61)] [added: DATA](#ic0f1e00f8fa04a87b8ba424679040b3d_64)] | | | [removed: [25](#iba1060ab4f9b49a1988b5bf489654c4b_61)] [added: [27](#ic0f1e00f8fa04a87b8ba424679040b3d_64)] | | |

| [Item [removed: 9.](#iba1060ab4f9b49a1988b5bf489654c4b_172)] [added: 9.](#ic0f1e00f8fa04a87b8ba424679040b3d_157)] | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#iba1060ab4f9b49a1988b5bf489654c4b_172)] [added: DISCLOSURE](#ic0f1e00f8fa04a87b8ba424679040b3d_157)] | | | [removed: [64](#iba1060ab4f9b49a1988b5bf489654c4b_172)] [added: [65](#ic0f1e00f8fa04a87b8ba424679040b3d_157)] | | |

| [Item [removed: 9A.](#iba1060ab4f9b49a1988b5bf489654c4b_175)] [added: 9A.](#ic0f1e00f8fa04a87b8ba424679040b3d_160)] | | | [CONTROLS AND [removed: PROCEDURES](#iba1060ab4f9b49a1988b5bf489654c4b_175)] [added: PROCEDURES](#ic0f1e00f8fa04a87b8ba424679040b3d_160)] | | | [removed: [64](#iba1060ab4f9b49a1988b5bf489654c4b_175)] [added: [66](#ic0f1e00f8fa04a87b8ba424679040b3d_160)] | | |

| [Item [removed: 9B.](#iba1060ab4f9b49a1988b5bf489654c4b_178)] [added: 9B.](#ic0f1e00f8fa04a87b8ba424679040b3d_163)] | | | [OTHER [removed: INFORMATION](#iba1060ab4f9b49a1988b5bf489654c4b_178)] [added: INFORMATION](#ic0f1e00f8fa04a87b8ba424679040b3d_163)] | | | [removed: [64](#iba1060ab4f9b49a1988b5bf489654c4b_178)] [added: [66](#ic0f1e00f8fa04a87b8ba424679040b3d_163)] | | |

| [Item [removed: 10.](#iba1060ab4f9b49a1988b5bf489654c4b_184)] [added: 10.](#ic0f1e00f8fa04a87b8ba424679040b3d_169)] | | | [DIRECTORS, EXECUTIVE [removed: OFFICERS](#iba1060ab4f9b49a1988b5bf489654c4b_184)[,](#iba1060ab4f9b49a1988b5bf489654c4b_184)] [added: OFFICERS](#ic0f1e00f8fa04a87b8ba424679040b3d_169)[,](#ic0f1e00f8fa04a87b8ba424679040b3d_169)] [AND CORPORATE [removed: GOVERNANCE](#iba1060ab4f9b49a1988b5bf489654c4b_184)] [added: GOVERNANCE](#ic0f1e00f8fa04a87b8ba424679040b3d_169)] | | | [removed: [65](#iba1060ab4f9b49a1988b5bf489654c4b_184)] [added: [66](#ic0f1e00f8fa04a87b8ba424679040b3d_169)] | | |

| [Item [removed: 11.](#iba1060ab4f9b49a1988b5bf489654c4b_187)] [added: 11.](#ic0f1e00f8fa04a87b8ba424679040b3d_172)] | | | [EXECUTIVE [removed: COMPENSATION](#iba1060ab4f9b49a1988b5bf489654c4b_187)] [added: COMPENSATION](#ic0f1e00f8fa04a87b8ba424679040b3d_172)] | | | [removed: [65](#iba1060ab4f9b49a1988b5bf489654c4b_187)] [added: [66](#ic0f1e00f8fa04a87b8ba424679040b3d_172)] | | |

| [Item [removed: 12.](#iba1060ab4f9b49a1988b5bf489654c4b_190)] [added: 12.](#ic0f1e00f8fa04a87b8ba424679040b3d_175)] | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#iba1060ab4f9b49a1988b5bf489654c4b_190)] [added: MATTERS](#ic0f1e00f8fa04a87b8ba424679040b3d_175)] | | | [removed: [65](#iba1060ab4f9b49a1988b5bf489654c4b_190)] [added: [67](#ic0f1e00f8fa04a87b8ba424679040b3d_175)] | | |

| [Item [removed: 13.](#iba1060ab4f9b49a1988b5bf489654c4b_193)] [added: 13.](#ic0f1e00f8fa04a87b8ba424679040b3d_178)] | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#iba1060ab4f9b49a1988b5bf489654c4b_193)] [added: INDEPENDENCE](#ic0f1e00f8fa04a87b8ba424679040b3d_178)] | | | [removed: [65](#iba1060ab4f9b49a1988b5bf489654c4b_193)] [added: [67](#ic0f1e00f8fa04a87b8ba424679040b3d_178)] | | |

| [Item [removed: 14.](#iba1060ab4f9b49a1988b5bf489654c4b_196)] [added: 14.](#ic0f1e00f8fa04a87b8ba424679040b3d_181)] | | | [PRINCIPAL ACCOUNTING FEES AND [removed: SERVICES](#iba1060ab4f9b49a1988b5bf489654c4b_196)] [added: SERVICES](#ic0f1e00f8fa04a87b8ba424679040b3d_181)] | | | [removed: [66](#iba1060ab4f9b49a1988b5bf489654c4b_196)] [added: [67](#ic0f1e00f8fa04a87b8ba424679040b3d_181)] | | |

| [Item [removed: 15.](#iba1060ab4f9b49a1988b5bf489654c4b_202)] [added: 15.](#ic0f1e00f8fa04a87b8ba424679040b3d_187)] | | | [EXHIBITS, FINANCIAL STATEMENT [removed: SCHEDULES](#iba1060ab4f9b49a1988b5bf489654c4b_202)] [added: SCHEDULES](#ic0f1e00f8fa04a87b8ba424679040b3d_187)] | | | [removed: [66](#iba1060ab4f9b49a1988b5bf489654c4b_202)] [added: [67](#ic0f1e00f8fa04a87b8ba424679040b3d_187)] | | |

| [Item [removed: 16.](#iba1060ab4f9b49a1988b5bf489654c4b_205)] [added: 16.](#ic0f1e00f8fa04a87b8ba424679040b3d_190)] | | | [FORM 10-K [removed: SUMMARY](#iba1060ab4f9b49a1988b5bf489654c4b_205)] [added: SUMMARY](#ic0f1e00f8fa04a87b8ba424679040b3d_190)] | | | [removed: [69](#iba1060ab4f9b49a1988b5bf489654c4b_205)] [added: [70](#ic0f1e00f8fa04a87b8ba424679040b3d_190)] | | |

| [PART I](#ic0f1e00f8fa04a87b8ba424679040b3d_13) | | | | | | | | |

| [PART II](#ic0f1e00f8fa04a87b8ba424679040b3d_37) | | | | | | | | |

| [Item 6.](#ic0f1e00f8fa04a87b8ba424679040b3d_43) | | | [RESERVED](#ic0f1e00f8fa04a87b8ba424679040b3d_43) | | | [14](#ic0f1e00f8fa04a87b8ba424679040b3d_43) | | |

| [Item 9](#ic0f1e00f8fa04a87b8ba424679040b3d_1800)[C](#ic0f1e00f8fa04a87b8ba424679040b3d_1800)[.](#ic0f1e00f8fa04a87b8ba424679040b3d_1800) | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](#ic0f1e00f8fa04a87b8ba424679040b3d_1800) | | | [66](#ic0f1e00f8fa04a87b8ba424679040b3d_1800) | | |

| [PART III](#ic0f1e00f8fa04a87b8ba424679040b3d_166) | | | | | | | | |

| [PART IV](#ic0f1e00f8fa04a87b8ba424679040b3d_184) | | | | | | | | |

| | | | | | | | | |

| [SIGNATURES](#ic0f1e00f8fa04a87b8ba424679040b3d_193) | | | | | | [71](#ic0f1e00f8fa04a87b8ba424679040b3d_193) | | |

| [PART I](#iba1060ab4f9b49a1988b5bf489654c4b_13) | | | | | | | | |

| [PART II](#iba1060ab4f9b49a1988b5bf489654c4b_31) | | | | | | | | |

| [Item 6.](#iba1060ab4f9b49a1988b5bf489654c4b_37) | | | [SELECTED FINANCIAL DATA](#iba1060ab4f9b49a1988b5bf489654c4b_37) | | | [13](#iba1060ab4f9b49a1988b5bf489654c4b_37) | | |

| [PART III](#iba1060ab4f9b49a1988b5bf489654c4b_181) | | | | | | | | |

| [PART IV](#iba1060ab4f9b49a1988b5bf489654c4b_199) | | | | | | | | |

| [SIGNATURES](#iba1060ab4f9b49a1988b5bf489654c4b_208) | | | | | | [70](#iba1060ab4f9b49a1988b5bf489654c4b_208) | | |

The Company has various processing plants, warehouses and operational facilities, mainly [added: located] in the [removed: states of Iowa, Minnesota, Illinois, and Wisconsin.][added: United States.]

| Area* (Square [removed: feet)] [added: feet, in thousands)] | | | | | | Refrigerated Foods | | | | | | Grocery Products | | | | | | Jennie-O Turkey Store | | | | | | International & Other | | | | | | Corporate | | | | | | Total | | |

| Production Facilities | | | | | | 5,090 | | | | | | 2,768 | | | | | | 2,012 | | | | | | 1,261 | | | | | | — | | | | | | 11,131 | | |

| Warehouse/Distribution Centers | | | | | | 717 | | | | | | 1,211 | | | | | | 142 | | | | | | 33 | | | | | | — | | | | | | 2,103 | | |

| Live Production | | | | | | 861 | | | | | | — | | | | | | 314 | | | | | | — | | | | | | — | | | | | | 1,175 | | |

| Administrative/Sales/Research | | | | | | 60 | | | | | | 6 | | | | | | 66 | | | | | | 31 | | | | | | 575 | | | | | | 738 | | |

| Total | | | | | | 6,728 | | | | | | 3,985 | | | | | | 2,534 | | | | | | 1,325 | | | | | | 575 | | | | | | 15,147 | | |

In fiscal 2021, the Company acquired the *Planters®* snack nut business which included three production facilities primarily reflected within the Grocery Products segment.

| Processing Plants | | | | | | 4,971,000 | | | | | | 1,648,000 | | | | | | 1,987,000 | | | | | | 1,243,000 | | | | | | | | | | | | 9,849,000 | | |

| Warehouse/Distribution Centers | | | | | | 497,000 | | | | | | 885,000 | | | | | | 140,000 | | | | | | 79,000 | | | | | | | | | | | | 1,601,000 | | |

| Live Production | | | | | | 816,000 | | | | | | | | | | | | 314,000 | | | | | | | | | | | | | | | | | | 1,130,000 | | |

| Administrative/Sales/Research | | | | | | 65,000 | | | | | | 6,000 | | | | | | 66,000 | | | | | | 34,000 | | | | | | 563,000 | | | | | | 734,000 | | |

| Total | | | | | | 6,349,000 | | | | | | 2,539,000 | | | | | | 2,507,000 | | | | | | 1,356,000 | | | | | | 563,000 | | | | | | 13,314,000 | | |

| James P. Snee | | | | | | [removed: 53] [added: 54] | | | | | | Chairman of the Board, President and Chief Executive Officer | | | | | | 11/20/17 to Present | | |

| | | | | | | | | | | | | President [removed: and] [added: &] Chief Executive Officer | | | | | | 10/31/16 to 11/19/17 | | |

| | | | | | | | | | | | | President [removed: and] [added: &] Chief [removed: Operating] [added: Executive] Officer [added: (MegaMex)] | | | | | | [removed: 10/26/15] [added: 10/28/13] to [removed: 10/30/16] [added: 04/29/18] | | |

| James N. Sheehan | | | | | | [removed: 65] [added: 66] | | | | | | Executive Vice President and Chief Financial Officer | | | | | | 01/29/19 to Present | | |

| | | | | | | | | | | | | Vice President and Chief Accounting [removed: Officer] [added: Officer, LyondellBasell, a multinational chemical company] | | | | | | [removed: 05/30/16] [added: 04/01/18] to [removed: 10/30/16] [added: 04/04/21] | | |

| [added: Jana L. Haynes] | | | | | | [added: 49] | | | | | | Vice President and Controller | | | | | | [removed: 05/01/00] [added: 05/30/16] to [removed: 05/29/16] [added: Present] | | |

| Deanna T. Brady | | | | | | [removed: 55] [added: 56] | | | | | | Executive Vice President (Refrigerated Foods) | | | | | | 10/28/19 to Present | | |

| [removed: Glenn R. Leitch] [added: Mark A. Coffey] | | | | | | [removed: 60] [added: 59] | | | | | | [removed: Executive] [added: Group] Vice President (Supply Chain) | | | | | | [removed: 12/04/17] [added: 04/26/21] to Present | | |

| | | | | | | | | | | | | [removed: Group] [added: Senior] Vice President/President Jennie-O Turkey Store, Inc. | | | | | | [removed: 10/31/11] [added: 12/04/17] to [removed: 12/03/17] [added: 03/21/21] | | |

| PJ Connor | | | | | | [removed: 51] [added: 52] | | | | | | Group Vice President/President Consumer Product Sales | | | | | | 10/28/19 to Present | | |

| Luis G. Marconi | | | | | | [removed: 54] [added: 55] | | | | | | Group Vice President (Grocery Products) | | | | | | 10/31/16 to Present | | |

| | | | | | | | | | | | | Vice President (Grocery Products Marketing) | | | | | | [removed: 03/05/12] [added: 03/01/21] to [removed: 10/30/16] [added: 10/31/21] | | |

| Swen Neufeldt | | | | | | [removed: 47] [added: 48] | | | | | | Group Vice President (Hormel Foods International Corporation) | | | | | | 06/29/20 to Present | | |

| [removed: Mark A. Coffey] | | | | | | [removed: 58] | | | | | | Senior Vice President (Supply Chain and Manufacturing) | | | | | | 03/28/17 to [removed: Present] [added: 04/25/21] | | |

| Janet L. Hogan | | | | | | [removed: 56] [added: 57] | | | | | | Senior Vice President (Human Resources) | | | | | | 03/28/17 to Present | | |

| Pierre M. Lilly | | | | | | [removed: 49] [added: 50] | | | | | | Senior Vice President and Chief Compliance Officer | | | | | | 10/26/20 to Present | | |

| Steven J. Lykken | | | | | | [removed: 50] [added: 51] | | | | | | [removed: Senior] [added: Group] Vice [removed: President/President Jennie-O] [added: President (Jennie-O] Turkey Store, [removed: Inc.] [added: Inc.)] | | | | | | [removed: 12/04/17] [added: 03/22/21] to Present | | |

| Lori J. Marco | | | | | | [removed: 53] [added: 54] | | | | | | Senior Vice President (External Affairs) and General Counsel | | | | | | 03/30/15 to Present | | |

| Kevin L. Myers, Ph.D. | | | | | | [removed: 55] [added: 56] | | | | | | Senior Vice President (Research and [removed: Development and] [added: Development,] Quality Control) | | | | | | 03/30/15 to Present | | |

| [removed: Jana] [added: Gary] L. [removed: Haynes] [added: Jamison] | | | | | | [removed: 48] [added: 56] | | | | | | Vice President and [removed: Controller] [added: Treasurer] | | | | | | 05/30/16 to Present | | |

| [added: Jacinth C. Smiley] | | | | | | [added: 53] | | | | | | [added: Executive] Vice President and Chief Financial Officer [removed: Jennie-O Turkey Store, Inc.] | | | | | | [removed: 12/31/12 to 05/29/16] [added: Effective 01/01/2022] | | |

| | | | | | | | | | | | | | | | | | | (Retires 12/31/21) | | |

| | | | | | | | | | | | | Group Vice President (Corporate Strategy) | | | | | | 04/05/21 to 12/31/21 | | |

| | | | | | | | | | | | | Chief Financial Officer, GE Oil and Gas North America, an oil and gas company | | | | | | 02/01/16 to 03/31/18 | | |

| Jeffery R. Frank | | | | | | 45 | | | | | | Group Vice President (Grocery Products) | | | | | | 11/01/21 to Present | | |

| | | | | | | | | | | | | Vice President (Foodservice Marketing) | | | | | | 04/30/18 to 02/28/21 | | |

| | | | | | | | | | | | | | | | | | | (Retires 05/01/22) | | |

| Wendy A. Watkins | | | | | | 55 | | | | | | Senior Vice President and Chief Communications Officer | | | | | | 11/01/21 to Present | | |

| | | | | | | | | | | | | Vice President (Corporate Communications) | | | | | | 04/13/15 to 10/31/21 | | |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | President Asia Pacific (Hormel Foods International Corporation) | | | | | | 10/27/14 to 10/30/16 | | |

| | | | | | | | | | | | | Executive Vice President, Chief Human Resources Officer, Oshkosh Corporation | | | | | | 05/12/14 to 02/20/16 | | |

| | | | | | | | | | | | | Assistant Director of Internal Audit | | | | | | 02/15/16 to 05/29/16 | | |

| | | | | | | | | | | | | Senior Director of Internal Audit, National Express Corporation | | | | | | 09/28/15 to 02/12/16 | | |

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

| | | | | | | | | | | | | Director of Investor Relations | | | | | | 10/28/13 to 05/29/16 | | |

| Gary L. Jamison | | | | | | 55 | | | | | | Vice President and Treasurer | | | | | | 5/30/16 to Present | | |

There are approximately [removed: 12,600] [added: 12,300] record stockholders and [removed: 136,000] [added: 186,000] stockholders whose shares are held in street name by brokerage firms and financial institutions.

[removed: The maximum number] [added: | Period | | | Total Number] of [removed: shares] [added: Shares Purchased1 | | | | | | Average Price Paid Per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs1 | | | | | | Maximum Number of Shares] that [removed: may yet] [added: May Yet] be [removed: purchased under] [added: Purchased Under] the [removed: plans] [added: Plans] or [removed: programs as of October 25, 2020 is 4,456,320.][added: Programs1 | | |]

[added: 1] 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.

The Company has paid dividends for [removed: 369] [added: 373] consecutive quarters.

The annual dividend rate for fiscal [removed: 2021] [added: 2022] was increased [removed: 5] [added: 6] percent to [removed: $0.98] [added: $1.04] per share, representing the [removed: 55th] [added: 56th] consecutive annual dividend increase.

The following graph shows a comparison of cumulative total shareholder return, calculated on a dividend-reinvested basis, for the Company, the S&P 500 Index, and the S&P 500 Packaged Foods & Meats Index for the five years ended October [removed: 25, 2020.][added: 31, 2021.]

The graph assumes $100 was invested in each, as of the market close on October [removed: 26, 2015.][added: 31, 2016.]

[removed: ][added: ]

| | | | | | | | | | | | | | | | | | | | | | | | |

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

| Issuer Purchases of Equity Securities | | | | | | | | | | | | | | | | | | | | | | | |

| Fourth Quarter Ended October 31, 2021 | | | | | | | | | | | | | | | | | | | | | | | |

| July 26, 2021 - August 29, 2021 | | | — | | | | | | — | | | | | | — | | | | | | 4,239,594 | | |

| August 30, 2021 - September 26, 2021 | | | — | | | | | | — | | | | | | — | | | | | | 4,239,594 | | |

| September 27, 2021 - October 31, 2021 | | | 252,100 | | | | | | $ | 40.88 | | | | | 252,100 | | | | | | 3,987,494 | | |

| Total | | | 252,100 | | | | | | | | | | | | 252,100 | | | | | | | | |

There were no issuer purchases of equity securities in the fourth quarter of fiscal 2020.

The information set forth below for the five years ended October 25, 2020, is not necessarily indicative of results of future operations.

To fully understand factors that may affect the comparability of the information presented below, this information should be read in conjunction with Part I-Item 1 Business, Part II-Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations, and the consolidated financial statements and related notes thereto included in Part II-Item 8 Financial Statements and Supplementary Data of this Form 10-K.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| (in thousands, except per share amounts) | | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016* | | |

| Operations | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net Sales | | | | | | $ | 9,608,462 | | | | | $ | 9,497,317 | | | | | $ | 9,545,700 | | | | | $ | 9,167,519 | | | | | $ | 9,523,224 | |

| Net Earnings Attributable to Hormel Foods Corporation | | | | | | 908,082 | | | | | | 978,806 | | | | | | 1,012,140 | | | | | | 846,735 | | | | | | 890,052 | | |

| % of Net Sales | | | | | | 9.5 | | % | | | | 10.3 | | % | | | | 10.6 | | % | | | | 9.2 | | % | | | | 9.3 | | % |

| EBIT(1) | | | | | | 1,099,948 | | | | | | 1,195,923 | | | | | | 1,179,519 | | | | | | 1,276,374 | | | | | | 1,312,918 | | |

| % of Net Sales | | | | | | 11.4 | | % | | | | 12.6 | | % | | | | 12.4 | | % | | | | 13.9 | | % | | | | 13.8 | | % |

| EBITDA(2) | | | | | | 1,305,729 | | | | | | 1,361,132 | | | | | | 1,341,377 | | | | | | 1,407,351 | | | | | | 1,444,886 | | |

| % of Net Sales | | | | | | 13.6 | | % | | | | 14.3 | | % | | | | 14.1 | | % | | | | 15.4 | | % | | | | 15.2 | | % |

| Return on Invested Capital(3) | | | | | | 11.6 | | % | | | | 15.6 | | % | | | | 16.2 | | % | | | | 16.3 | | % | | | | 18.9 | | % |

| Financial Position | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total Assets | | | | | | $ | 9,908,282 | | | | | $ | 8,109,004 | | | | | $ | 8,142,292 | | | | | $ | 6,975,908 | | | | | $ | 6,370,067 | |

| Total Debt, Including Finance Leases | | | | | | 1,303,627 | | | | | | 269,713 | | | | | | 624,840 | | | | | | 250,000 | | | | | | 250,000 | | |

| Hormel Foods Corporation Shareholders’ Investment | | | | | | 6,425,548 | | | | | | 5,921,458 | | | | | | 5,600,811 | | | | | | 4,935,907 | | | | | | 4,448,006 | | |

| Cash Flows | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Capital Expenditures | | | | | | 367,501 | | | | | | 293,838 | | | | | | 389,607 | | | | | | 221,286 | | | | | | 255,524 | | |

| Acquisitions of Businesses and Intangibles | | | | | | 270,789 | | | | | | — | | | | | | 857,668 | | | | | | 520,463 | | | | | | 280,889 | | |

| Proceeds from Sale of Business | | | | | | — | | | | | | 479,806 | | | | | | — | | | | | | 135,944 | | | | | | 110,149 | | |

| Share Repurchase | | | | | | 12,360 | | | | | | 174,246 | | | | | | 46,898 | | | | | | 94,487 | | | | | | 87,885 | | |

| Dividends Paid | | | | | | 487,376 | | | | | | 437,053 | | | | | | 388,107 | | | | | | 346,010 | | | | | | 296,493 | | |

| Common Stock | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Weighted-Average Shares Outstanding – Basic | | | | | | 538,007 | | | | | | 534,578 | | | | | | 530,742 | | | | | | 528,363 | | | | | | 529,290 | | |

| Weighted-Average Shares Outstanding – Diluted | | | | | | 546,592 | | | | | | 545,232 | | | | | | 543,869 | | | | | | 539,116 | | | | | | 542,473 | | |

| Earnings Per Share – Basic | | | | | | $ | 1.69 | | | | | $ | 1.83 | | | | | $ | 1.91 | | | | | $ | 1.60 | | | | | $ | 1.68 | |

| Earnings Per Share – Diluted | | | | | | 1.66 | | | | | | 1.80 | | | | | | 1.86 | | | | | | 1.57 | | | | | | 1.64 | | |

| Dividends Declared per Share | | | | | | 0.93 | | | | | | 0.84 | | | | | | 0.75 | | | | | | 0.68 | | | | | | 0.58 | | |

| Hormel Foods Corporation Shareholders’ Investment per Share | | | | | | 11.90 | | | | | | 11.08 | | | | | | 10.49 | | | | | | 9.34 | | | | | | 8.42 | | |

The Company provides EBIT, EBITDA, and Return on Invested Capital because these measures are useful to management and investors as indicators of operating strength relative to prior years and are commonly used to benchmark the Company’s performance.

These measures are calculated as follows:

| (in thousands) | | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016* | | |

| (1) EBIT: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net Earnings Attributable to Hormel Foods Corporation | | | | | | $ | 908,082 | | | | | $ | 978,806 | | | | | $ | 1,012,140 | | | | | $ | 846,735 | | | | | $ | 890,052 | |

| Plus: Income Tax Expense | | | | | | 206,393 | | | | | | 230,567 | | | | | | 168,702 | | | | | | 431,542 | | | | | | 426,698 | | |

| Plus: Interest Expense | | | | | | 21,069 | | | | | | 18,070 | | | | | | 26,494 | | | | | | 12,683 | | | | | | 12,871 | | |

| Less: Interest and Investment Income | | | | | | 35,596 | | | | | | 31,520 | | | | | | 27,817 | | | | | | 14,586 | | | | | | 16,703 | | |

| EBIT | | | | | | $ | 1,099,948 | | | | | $ | 1,195,923 | | | | | $ | 1,179,519 | | | | | $ | 1,276,374 | | | | | $ | 1,312,918 | |

Based on our evaluation under the framework in *Internal Control - Integrated Framework*, we concluded that our internal control over financial reporting was effective as of October [removed: 25, 2020.][added: 31, 2021.]

Our internal control over financial reporting as of October [removed: 25, 2020,] [added: 31, 2021,] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included herein.

| /s/ James P. Snee | | | [added: | | |] /s/ James N. Sheehan | | |

| Chairman of the Board, | | | [added: | | |] Executive Vice President | | |

| President and Chief Executive Officer | | | [added: | | |] and Chief Financial Officer | | |

We have audited Hormel Foods Corporation’s internal control over financial reporting as of October [removed: 25, 2020,] [added: 31, 2021,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Hormel Foods Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of October [removed: 25, 2020,] [added: 31, 2021,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the accompanying consolidated statements of financial position of the Company as of October [removed: 25, 2020] [added: 31, 2021] and October [removed: 27, 2019,] [added: 25, 2020,] the related consolidated statements of operations, comprehensive income, changes in shareholders’ investment, and cash flows for each of the three years in the period ended October [removed: 25, 2020] [added: 31, 2021] and the related notes and financial statement schedule listed in the index at Item 15 and our report dated December [removed: 4, 2020] [added: 10, 2021] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated statements of financial position of Hormel Foods Corporation (the Company) as of October [removed: 25, 2020] [added: 31, 2021] and October [removed: 27, 2019,] [added: 25, 2020,] the related consolidated statements of operations, comprehensive income, changes in shareholders’ investment, and cash flows for each of the three years in the period ended October [removed: 25, 2020] [added: 31, 2021] and the related notes and financial statement schedule listed in the index at Item 15 (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at October [removed: 25, 2020] [added: 31, 2021] and October [removed: 27, 2019,] [added: 25, 2020,] and the results of its operations and its cash flows for each of the three years in the period ended October [removed: 25, 2020,] [added: 31, 2021,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of October [removed: 25, 2020,] [added: 31, 2021,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated December [removed: 4, 2020] [added: 10, 2021] expressed an unqualified opinion thereon.

We believe that our audits provide a reasonable basis for our [removed: opinion.][added: opinion.]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that: (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating [removed: the] critical audit [removed: matter] [added: matters] below, providing a separate opinion on the critical audit [removed: matter] [added: matters] or on the [removed: account] [added: accounts] or [removed: disclosure] [added: disclosures] to which [removed: it relates.][added: they relate.]

| *Description of the Matter* | | | At October [removed: 25, 2020,] [added: 31, 2021,] the Company had [removed: $1.6] [added: $1.7] billion in plan assets related to the defined benefit pension plans. Approximately [removed: 48%] [added: 55%] of the total pension assets are in [removed: global stocks – collective investment funds,] private equity funds, real estate – domestic funds, [added: global stocks – collective investment funds,] hedge funds, fixed income – [removed: collective investment] [added: hedge] funds, and fixed income – [removed: hedge] [added: collective investment] funds. These types of investments are referred to as “alternative investments.” As documented in Note F of the financial statements, these alternative investments are valued at net asset value (NAV) or are valued using significant unobservable inputs. | | | | | | | | | | | |

| | | | | | | October [removed: 25,] [added: 31,] | | | | | | October [removed: 27,] [added: 25,] | | |

| (in thousands, except share and per share amounts) | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Cash and Cash Equivalents [removed: |] [added: at Beginning of Year] | | | | | [removed: $] | 1,714,309 | | | | | [removed: $] | 672,901 | | [added: | | | | 459,136 | | |]

| Short-term Marketable Securities | | | | | | [removed: 17,338] [added: 21,162] | | | | | | [removed: 14,736] [added: 17,338] | | |

| Accounts Receivable (Net of Allowance for Doubtful Accounts of [removed: $4,012] [added: $4,033] at October [removed: 25, 2020,] [added: 31, 2021,] and [removed: $4,063] [added: $4,012] at October [removed: 27, 2019)] [added: 25, 2020)] | | | | | | [removed: 702,419] [added: 895,719] | | | | | | [removed: 574,396] [added: 702,419] | | |

| Inventories | | | | | | [removed: 1,072,762] [added: 1,369,198] | | | | | | [removed: 1,042,362] [added: 1,072,762] | | |

| Taxes Receivable | | | | | | [removed: 41,449] [added: 8,293] | | | | | | [removed: 19,924] [added: 41,449] | | |

| Prepaid Expenses | | | | | | [removed: 18,349] [added: 24,971] | | | | | | [removed: 22,637] [added: 18,349] | | |

| Other Current Assets | | | | | | [removed: 12,438] [added: 14,943] | | | | | | [removed: 14,457] [added: 12,438] | | |

| Total Current Assets | | | | | | [removed: 3,579,063] [added: 2,947,816] | | | | | | [removed: 2,361,413] [added: 3,579,063] | | |

| Goodwill | | | | | | [removed: 2,612,727] [added: 4,929,102] | | | | | | [removed: 2,481,645] [added: 2,612,727] | | |

| Other Intangibles | | | | | | [removed: 1,076,285] [added: 1,822,273] | | | | | | [removed: 1,033,862] [added: 1,076,285] | | |

| Pension Assets | | | | | | [removed: 183,232] [added: 289,096] | | | | | | [removed: 135,915] [added: 183,232] | | |

| Investments In and Receivables from Affiliates | | | | | | [removed: 308,372] [added: 299,019] | | | | | | [removed: 289,157] [added: 308,372] | | |

| Other Assets | | | | | | [removed: 250,382] [added: 299,907] | | | | | | [removed: 177,901] [added: 250,382] | | |

| Land | | | | | | [removed: 62,543] [added: 72,133] | | | | | | [removed: 49,758] [added: 62,543] | | |

| Buildings | | | | | | [removed: 1,250,529] [added: 1,332,881] | | | | | | [removed: 1,083,902] [added: 1,250,529] | | |

| Equipment | | | | | | [removed: 2,084,930] [added: 2,415,063] | | | | | | [removed: 1,965,478] [added: 2,084,930] | | |

| Construction in Progress | | | | | | [removed: 369,453] [added: 316,455] | | | | | | [removed: 256,190] [added: 369,453] | | |

| Less: Allowance for Depreciation | | | | | | [removed: (1,869,233)] [added: (2,027,414)] | | | | | | [removed: (1,726,217)] [added: (1,869,233)] | | |

| Net Property, Plant, and Equipment | | | | | | [removed: 1,898,222] [added: 2,109,117] | | | | | | [removed: 1,629,111] [added: 1,898,222] | | |

| Total [removed: Assets] | | | | | | $ | [removed: 9,908,282] [added: 12,696,329] | | | | | $ | [added: 9,908,282 | | | | | $ |] 8,109,004 | |

| Accounts Payable | | | | | | $ | [removed: 644,609] [added: 793,310] | | | | | $ | [removed: 590,033] [added: 644,609] | |

| Accrued Expenses | | | | | | [removed: 59,136] [added: 51,192] | | | | | | [removed: 62,031] [added: 59,136] | | |

| Accrued Workers Compensation | | | | | | [removed: 25,070] [added: 27,350] | | | | | | [removed: 24,272] [added: 25,070] | | |

On June 7, 2021, the Company acquired the *Planters®* snack nuts business.

In conducting its assessment of the effectiveness of the Company's internal control over financial reporting at October 31, 2021, management has excluded the acquired business from the assessment.

The *Planters®* snack nuts business represented approximately 4 percent and 4 percent of the Company’s consolidated Net Sales and Total Assets, respectively, for the fiscal year ended October 31, 2021.

The acquired business is in process of being fully integrated into the Company's existing operations.

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management's assessment of and conclusion on the effectiveness of internal controls over financial reporting did not include the internal controls of the *Planters®* snack nuts business, which is included in the 2021 consolidated financial statements of the Company and constituted 4% of total assets as of October 31, 2021 and 4% of revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include the evaluation of the internal control over financial reporting of the *Planters®* snack nuts business.

December 10, 2021

| | | | Valuation of Alternative Investments - Pension Assets | | | | | | | | | | | |

| | | | Valuation of acquired intangible assets - trade names | | | | | | | | | | | |

| *Description of the Matter* | | | As described in Note B to the consolidated financial statements, during the year-ended October 31, 2021, the Company completed the acquisition of the *Planters®* snack nuts business for a cash purchase price of $3.4 billion. The Company’s accounting for this acquisition included determining the fair value of the $763 million of identifiable intangible assets acquired, which included trade names and customer relationships, with the remaining residual value recorded as goodwill. | | | | | | | | | | | |

| | | | Auditing the Company's accounting for its acquisition of the *Planters®* snack nuts business was complex due to the significant estimation uncertainty in the Company’s determination of the fair value of the identified intangible assets. The primary intangible assets identified were trade names which were determined to have a fair value of $712 million. The significant estimation uncertainty was primarily due to the sensitivity of the respective fair values to underlying assumptions about the future performance of the acquired business. The Company used a relief from royalty model to measure the identified trade names. The significant assumptions used to estimate the value of the trade names included net sales projections, royalty rates, and discount rates, which are forward looking and could be affected by future economic and market conditions. | | | | | | | | | | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s accounting for acquisitions. For example, our tests included controls over the estimation process supporting the recognition and measurement of consideration transferred and trade names. We also tested management’s review of the valuation models and significant assumptions used in the valuations. | | | | | | | | | | | |

| | | | To test the estimated fair value of the trade name intangible assets, we performed audit procedures that included, among others, evaluating the Company's selection of the valuation methodology, evaluating the methods and significant assumptions used by management, and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions and estimates. We involved our valuation specialists to assist with our evaluation of the methodology used by the Company and significant assumptions included in the fair value estimates. We compared the significant assumptions to current industry, market and economic trends, to the assumptions used to value similar assets in other acquisitions, and to the historical results of the acquired business. We also performed sensitivity analyses of significant assumptions to evaluate the changes in fair value of the acquired trade name intangible assets that would result from changes in the assumptions. | | | | | | | | | | | |

December 10, 2021

| Cash and Cash Equivalents | | | | | | $ | 613,530 | | | | | $ | 1,714,309 | |

| Total Assets | | | | | | $ | 12,696,329 | | | | | $ | 9,908,282 | |

| | | | | | | October 31, | | | | | | October 25, | | | | | | October 27, | | |

| Net Earnings | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 908,839 | | | | | | | | | | | | 301 | | | | | | 909,140 | | |

| Other Comprehensive Income (Loss) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 117,981 | | | | | | 399 | | | | | | 118,380 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Shares Retired | | | | | | (469) | | | | | | (7) | | | | | | 469 | | | | | | 19,958 | | | | | | (287) | | | | | | (19,664) | | | | | | | | | | | | | | | | | | — | | |

| Balance at October 31, 2021 | | | | | | 542,412 | | | | | | $ | 7,946 | | | | | — | | | | | | $ | — | | | | | $ | 360,336 | | | | | $ | 6,881,870 | | | | | $ | (277,269) | | | | | $ | 5,478 | | | | | $ | 6,978,360 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | October 31, | | | | | | October 25, | | | | | | October 27, | | |

| Net Earnings | | | | | | $ | 909,140 | | | | | $ | 908,354 | | | | | $ | 979,148 | |

Fiscal 2021 consisted of 53 weeks.

The Company performed qualitative assessments in fiscal years 2020 and 2019 with no impairment charges in either year.

No impairment charges were recorded as a result of the testing during fiscal year 2021.

The Company performed qualitative assessments of indefinite-lived intangible assets in fiscal year 2020.

During the fourth quarter of fiscal 2021, the Company completed its annual assessment of its equity investments.

Allowance for Doubtful Accounts: The Company estimates the Allowance for Doubtful Accounts based on a combination of factors, evaluations, and professional judgments of historical data while considering current and future economic conditions alongside management’s input.

*Fiscal 2021*

The adoption did not have a material impact on the Company's consolidated financial statements, thus no cumulative-effect adjustment to retained earnings was necessary.

Presentation and disclosure requirements were applied prospectively and retrospectively as required by the amendments.

The Company adopted the provisions of this new accounting standard at the beginning of fiscal 2021.

Presentation and disclosure requirements were applied retrospectively to all periods presented.

For transition purposes, the

The updated

Acquisitions: On June 7, 2021, the Company acquired the *Planters®* snack nuts business from The Kraft Heinz Company.

The acquisition includes the *Planters®*, *NUT-rition®*, *Planters®* Cheez Balls, and *Corn Nuts®* brands.

| | | | | | |

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

December 4, 2020

| Goodwill/Intangible Impairment | | | | | | — | | | | | | — | | | | | | 17,279 | | |

*Adjusted due to the adoption of Accounting Standards Update (ASU) 2017-07, *Compensation - Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (Topic 715)*.

| Balance at October 29, 2017 | | | | | | 528,424 | | | | | | $ | 7,741 | | | | | — | | | | | | $ | — | | | | | $ | 13,670 | | | | | $ | 5,162,571 | | | | | $ | (248,075) | | | | | $ | 3,790 | | | | | $ | 4,939,697 | |

| Net Earnings | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,012,140 | | | | | | | | | | | | 442 | | | | | | 1,012,582 | | |

| Shares Retired | | | | | | (1,385) | | | | | | (20) | | | | | | 1,385 | | | | | | 46,898 | | | | | | (135) | | | | | | (46,743) | | | | | | | | | | | | | | | | | | — | | |

| Other Comprehensive Income (Loss) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,250 | | | | | | 352 | | | | | | 4,602 | | |

| Cash and Cash Equivalents at Beginning of Year | | | | | | 672,901 | | | | | | 459,136 | | | | | | 444,122 | | |

During fiscal 2018, a $17.3 million intangible asset impairment charge was recorded for the CytoSport trademark.

No other material impairment charges were recorded in fiscal 2018.

The Company’s investments do not have a readily determinable fair value as none of them are publicly traded.

The fair values of the Company’s private equity investments are determined by discounting the estimated future cash flows of each entity.

These cash flow estimates include assumptions on growth rates and future currency exchange rates (Level 3).

Allowance for Doubtful Accounts: The Company estimates the Allowance for Doubtful Accounts based on a combination of factors, including the age of its Accounts Receivable balances, customer history, collection experience and current market factors.

Additionally, a specific reserve may be established if the Company becomes aware of a customer’s inability to meet its financial obligations.

Stock-based compensation expense for grants made to retirement-eligible employees is recognized on the date of grant.

Reclassifications: Certain reclassifications of previously reported amounts have been made to conform to the current year presentation.

The reclassifications had no impact on Net Earnings or Operating Income, other than those related to the adoption of ASU 2017-07, as described within New Accounting Pronouncements Recently Adopted.

the requirement to separately measure and report hedge ineffectiveness.

*Fiscal 2018*

In July 2015, the FASB issued ASU 2015-11, *Inventory (Topic 330).* The updated guidance requires that inventory be measured at the lower of cost and net realizable value.

The guidance is limited to inventory measured using the first-in, first-out (FIFO) or average cost methods and excludes inventory measured using last-in, first-out (LIFO) or retail inventory methods.

Net realizable value is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation.

In March 2016, the FASB issued ASU 2016-09, *Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting (Topic 718).* The update simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows.

The updated guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016.

Early adoption is permitted in any interim or annual period, with adjustments reflected as of the beginning of the fiscal year.

This resulted in the excess tax benefits and tax deficiencies realized upon exercise or vesting of stock-based awards being recorded in its Consolidated Statements of Operations instead of additional paid-in capital within its Consolidated Statements of Financial Position.

The amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement have been applied prospectively.

Excess tax benefits of $40.4 million were recorded as a reduction of income tax expense for the fiscal year ended October 28, 2018.

The effective tax rate was reduced by 3.4 percent for the twelve months ended October 28, 2018 as a result of the exercise activity.

The Company applied the amendments related to the presentation of excess tax benefits on the Consolidated Statement of Cash Flows using a retrospective transition method, and as a result, realized windfalls were reclassified from financing activities to operating activities in its Consolidated Statements of Cash Flows.

In accordance with ASU 2016-09, the Company has made the accounting policy election to estimate forfeitures and adjust as actual forfeitures occur.

In August 2016, the FASB issued ASU 2016-15, *Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments (Topic 230).* The update makes eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows.

The updated guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted provided all amendments are adopted in the same period.

The guidance requires application using a retrospective transition method.

The Company early adopted the provisions of

the new accounting standard at the beginning of fiscal 2018 and elected to account for distributions received from equity method investees as cash flows from operating activities using the nature of distribution approach accounting policy.

Under the nature of the distribution approach, distributions are classified based on the nature of the activity that generated them.

[removed: With the exception of the finance phase implementation described, there] [added: There] were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) through the fourth quarter of fiscal [removed: 2020] [added: 2021] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management's report on the Company's internal control over financial reporting is included on page 30 of this report.

The report of the Company's independent registered public accounting firm related to their assessment of the effectiveness of internal control over financial reporting is included on page 31 of this report.

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.

The initial phase to implement the human resource and payroll process was deployed during the first quarter of fiscal 2020.

During the third quarter of fiscal 2020, the Company completed the implementation of the finance phase.

Additional phases will continue over the next several years.

Emphasis has been on the maintenance of effective internal controls and assessment of the design and operating effectiveness of key control activities throughout development and deployment of each phase.

The Company will continue to evaluate additional deployments.

PART III

None.

PART III

Information under “Item 1 – Election of Directors”, “Board Independence”, and information under “Board of Director and Committee Meetings” in the definitive proxy statement for the Annual Meeting of Stockholders to be held January [removed: 26, 2021,] [added: 25, 2022,] is incorporated herein by reference.

Information commencing with “Executive Compensation” through "CEO Pay Ratio Disclosure”, and information under “Compensation of Directors” in the definitive proxy statement for the Annual Meeting of Stockholders to be held January [removed: 26, 2021,] [added: 25, 2022,] is incorporated herein by reference.

Information regarding the Company's equity compensation plans as of October [removed: 25, 2020,] [added: 31, 2021,] is [removed: shown] [added: presented] below:

Information under “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Management” in the definitive proxy statement for the Annual Meeting of Stockholders to be held January [removed: 26, 2021,] [added: 25, 2022,] is incorporated herein by reference.

| Equity Compensation Plans Approved by Security Holders | | | | | | 19,022,070 | | | | | | $33.49 | | | | | | 12,472,467 | | |

| Total | | | | | | 19,022,070 | | | | | | $33.49 | | | | | | 12,472,467 | | |

| Equity Compensation Plans Approved by Security Holders | | | | | | 21,072,750 | | | | | | $30.39 | | | | | | 13,741,110 | | |

| Total | | | | | | 21,072,750 | | | | | | $30.39 | | | | | | 13,741,110 | | |

Information under “Related Party Transactions” and “Board Independence” in the definitive proxy statement for the Annual Meeting of Stockholders to be held January [removed: 26, 2021,] [added: 25, 2022,] is incorporated herein by reference.

Information under “Independent Registered Public Accounting Firm Fees” and “Audit Committee Preapproval Policies and Procedures” in the definitive proxy statement for the Annual Meeting of Stockholders to be held January [removed: 26, 2021,] [added: 25, 2022,] is incorporated herein by reference.

The following consolidated financial statements of Hormel Foods Corporation for the fiscal year ended October [removed: 25, 2020,] [added: 31, 2021,] are filed as part of this report:

Consolidated Statements of Financial Position–October [removed: 25, 2020,] [added: 31, 2021,] and October [removed: 27, 2019.][added: 25, 2020.]

Consolidated Statements of Operations–Fiscal Years Ended October [added: 31, 2021, October] 25, 2020, [removed: October 27, 2019,] and October [removed: 28, 2018.][added: 27, 2019.]

Consolidated Statements of Comprehensive Income–Fiscal Years Ended October [added: 31, 2021, October] 25, 2020, [removed: October 27, 2019,] and October [removed: 28, 2018.][added: 27, 2019.]

Consolidated Statements of Changes in Shareholders’ Investment–Fiscal Years Ended October [added: 31, 2021, October] 25, 2020, [removed: October 27, 2019,] and October [removed: 28, 2018.][added: 27, 2019.]

Consolidated Statements of Cash Flows–Fiscal Years Ended October [added: 31, 2021, October] 25, 2020, [removed: October 27, 2019,] and October [removed: 28, 2018.][added: 27, 2019.]

Schedule II – Valuation and Qualifying Accounts and Reserves–Fiscal Years Ended October [added: 31, 2021, October] 25, 2020, [removed: October 27, 2019,] and October [removed: 28, 2018.][added: 27, 2019.]

| Fiscal year ended October 25, 2020 Allowance for doubtful accounts receivable | | | | | | | | | | | | | | | | | | $ | (63) | | [removed: (3)] [added: (4)] | | | | | | $ | 452 | | (1) | | | | | | | | |

| | | | $ | 4,063 | | | | | $ | 339 | | | | | 12 | | | [removed: (4)] [added: (5)] | | | | | | (113) | | | (2) | | | | | | $ | 4,012 | | | | |

| Fiscal year ended October [removed: 28, 2018] [added: 31, 2021] Allowance for doubtful accounts receivable | | | | | | | | | | | | | | | | | | [removed: $] | [removed: (262)] | | [removed: (5)] | | | | | | $ | [removed: 65] [added: 138] | | (1) | | | | | | | | |

[removed: (3)] [added: (4)] Consolidation of the Applegate reserve.

[removed: (4)] [added: (5)] Increase in the reserve due to the inclusion of Sadler's accounts receivable.

| [removed: | | |] LIST OF EXHIBITS | | | | | | | | | | | |

| [removed: | | |] HORMEL FOODS CORPORATION | | | | | | | | | | | |

| [3.1](http://www.sec.gov/Archives/edgar/data/48465/000110465916163147/a16-22026_1ex3d1.htm)(1) | | | | | | [Restated Certificate of Incorporation as amended January 27, 2016. (Incorporated by reference to Exhibit 3.1 to [removed: Hormel’s Report] [added: Hormel’s](http://www.sec.gov/Archives/edgar/data/48465/000110465916163147/a16-22026_1ex3d1.htm) [](http://www.sec.gov/Archives/edgar/data/48465/000110465916163147/a16-22026_1ex3d1.htm)[Annual](http://www.sec.gov/Archives/edgar/data/48465/000110465916163147/a16-22026_1ex3d1.htm) [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) | | |

| [3.2](http://www.sec.gov/Archives/edgar/data/48465/000004846518000030/bylawshrlcurrent.htm)(1) | | | | | | [Bylaws as amended to date. (Incorporated by reference to Exhibit 3(ii) to [removed: Hormel’s Report] [added: Hormel’s](http://www.sec.gov/Archives/edgar/data/48465/000004846518000030/bylawshrlcurrent.htm) [Current](http://www.sec.gov/Archives/edgar/data/48465/000004846518000030/bylawshrlcurrent.htm) [Report] on Form 8-K dated May 21, 2018, File No. 001-02402.)](http://www.sec.gov/Archives/edgar/data/48465/000004846518000030/bylawshrlcurrent.htm) | | |

| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/48465/000104746911003150/a2203190zex-4_3.htm)(1)] [added: [4.](http://www.sec.gov/Archives/edgar/data/48465/000104746911003150/a2203190zex-4_3.htm)2(1)] | | | | | | [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. 333-173284.)](http://www.sec.gov/Archives/edgar/data/48465/000104746911003150/a2203190zex-4_3.htm) | | |

| [removed: [4.2](http://www.sec.gov/Archives/edgar/data/48465/000110465911019539/a11-10052_1ex4d1.htm)(1)] [added: [4.](http://www.sec.gov/Archives/edgar/data/48465/000110465920072433/tm2021607d5_ex4-1.htm)3(1)] | | | | | | [Form [removed: of 4.125%] [added: of](http://www.sec.gov/Archives/edgar/data/48465/000110465920072433/tm2021607d5_ex4-1.htm) [](http://www.sec.gov/Archives/edgar/data/48465/000110465920072433/tm2021607d5_ex4-1.htm)[1.800](http://www.sec.gov/Archives/edgar/data/48465/000110465920072433/tm2021607d5_ex4-1.htm)[%] Notes due [removed: 2021.] [added: June 11, 2030.] (Incorporated by reference to Exhibit 4.1 to [removed: Hormel’s] [added: the Company's] Current Report on Form 8-K [removed: dated April] [added: filed on June] 11, [removed: 2011,] [added: 2020,] File No. [removed: 001-02402.)](http://www.sec.gov/Archives/edgar/data/48465/000110465911019539/a11-10052_1ex4d1.htm)] [added: 001-02402.](http://www.sec.gov/Archives/edgar/data/48465/000110465920072433/tm2021607d5_ex4-1.htm))] | | |

| [removed: [4](http://www.sec.gov/Archives/edgar/data/48465/000110465920072433/tm2021607d5_ex4-1.htm)[.3](http://www.sec.gov/Archives/edgar/data/48465/000110465920072433/tm2021607d5_ex4-1.htm)(1)] [added: [4.](https://www.sec.gov/Archives/edgar/data/48465/000110465921076350/tm2118171d1_ex4-1.htm)5(1)] | | | | | | [Form [removed: of](http://www.sec.gov/Archives/edgar/data/48465/000110465920072433/tm2021607d5_ex4-1.htm) [Form] of [removed: 1.8000%] [added: 0.650%] Notes due [removed: June 11, 2030.] [added: 2024] (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K [removed: filed on] [added: dated] June [removed: 11, 2020,] [added: 3, 2021,] File No. [removed: 001-02402](http://www.sec.gov/Archives/edgar/data/48465/000110465920072433/tm2021607d5_ex4-1.htm)[.](http://www.sec.gov/Archives/edgar/data/48465/000110465920072433/tm2021607d5_ex4-1.htm))] [added: 001-02402](https://www.sec.gov/Archives/edgar/data/48465/000110465921076350/tm2118171d1_ex4-1.htm)[.](https://www.sec.gov/Archives/edgar/data/48465/000110465921076350/tm2118171d1_ex4-1.htm)[)](https://www.sec.gov/Archives/edgar/data/48465/000110465921076350/tm2118171d1_ex4-1.htm)] | | |

| [removed: [4.4](http://www.sec.gov/Archives/edgar/data/48465/000004846519000057/exhibit43descriptionof.htm)(1)] [added: [4.](http://www.sec.gov/Archives/edgar/data/48465/000004846519000057/exhibit43descriptionof.htm)1(1)] | | | | | | [Description of Capital Stock. (Incorporated by reference to Exhibit 4.3 to the Company's Annual Report on Form 10-K filed on December 6, 2019, File No. 001-02402.)](http://www.sec.gov/Archives/edgar/data/48465/000004846519000057/exhibit43descriptionof.htm) | | |

| [removed: 4.5] [added: 4.4(1)] | | | | | | Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of instruments defining the rights of holders of certain long-term debt are not filed. Hormel agrees to furnish copies thereof to the Securities and Exchange Commission upon request. | | |

| [10.1](http://www.sec.gov/Archives/edgar/data/48465/000110465917074188/a17-27651_2def14a.htm)1(1)(3) | | | | | | [Hormel Foods Corporation 2018 Incentive Compensation [removed: Plan](http://www.sec.gov/Archives/edgar/data/48465/000110465917074188/a17-27651_2def14a.htm)[.](http://www.sec.gov/Archives/edgar/data/48465/000110465917074188/a17-27651_2def14a.htm) [(Incorporated] [added: Plan. (Incorporated] by reference to Appendix A to Hormel's Definitive Proxy Statement filed on December 20, 2017, File No. 001-02402.)](http://www.sec.gov/Archives/edgar/data/48465/000110465917074188/a17-27651_2def14a.htm) | | |

| [10.1](http://www.sec.gov/Archives/edgar/data/48465/000110465918005624/a18-5151_1ex10d1.htm)2(1)(3) | | | | | | [Hormel Foods Corporation Restricted Stock Award Agreement Under the 2018 Incentive Compensation Plan (Non-Employee [removed: Directors)](http://www.sec.gov/Archives/edgar/data/48465/000110465918005624/a18-5151_1ex10d1.htm)[.](http://www.sec.gov/Archives/edgar/data/48465/000110465918005624/a18-5151_1ex10d1.htm) [(Incorporated] [added: Directors). (Incorporated] by reference to Exhibit 10.1 to Hormel's Current Report on Form 8-K dated January 30, 2018, File No. 001-02402.)](http://www.sec.gov/Archives/edgar/data/48465/000110465918005624/a18-5151_1ex10d1.htm) | | |

| [10.1](http://www.sec.gov/Archives/edgar/data/48465/000110465918005624/a18-5151_1ex10d2.htm)3(1)(3) | | | | | | [Hormel Foods Corporation Stock Option Agreement Under the 2018 Incentive Compensation [removed: Plan](http://www.sec.gov/Archives/edgar/data/48465/000110465918005624/a18-5151_1ex10d2.htm)[.](http://www.sec.gov/Archives/edgar/data/48465/000110465918005624/a18-5151_1ex10d2.htm) [(Incorporated] [added: Plan. (Incorporated] by reference to Exhibit 10.2 to Hormel's Current Report on Form 8-K dated January 30, 2018, File No. 001-02402.)](http://www.sec.gov/Archives/edgar/data/48465/000110465918005624/a18-5151_1ex10d2.htm) | | |

| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/48465/000004846519000057/hormelformofrsuawardag.htm)[4](http://www.sec.gov/Archives/edgar/data/48465/000004846519000057/hormelformofrsuawardag.htm)[(](http://www.sec.gov/Archives/edgar/data/48465/000004846519000057/hormelformofrsuawardag.htm)[1](http://www.sec.gov/Archives/edgar/data/48465/000004846519000057/hormelformofrsuawardag.htm)[)](http://www.sec.gov/Archives/edgar/data/48465/000004846519000057/hormelformofrsuawardag.htm)[(3)](http://www.sec.gov/Archives/edgar/data/48465/000004846519000057/hormelformofrsuawardag.htm)] [added: [10.14](http://www.sec.gov/Archives/edgar/data/48465/000004846519000057/hormelformofrsuawardag.htm)[(1)(3)](http://www.sec.gov/Archives/edgar/data/48465/000004846519000057/hormelformofrsuawardag.htm)] | | | | | | [Hormel Foods Corporation Restricted Stock Unit Agreement Under the 2018 Incentive Compensation Plan](http://www.sec.gov/Archives/edgar/data/48465/000004846519000057/hormelformofrsuawardag.htm). (Incorporated by reference to Exhibit 10.15 to Hormel's Annual Report on Form 10-K for the fiscal year ended October 27, 2019, File No. 001-02402.) | | |

| [removed: [21.1](https://www.sec.gov/Archives/edgar/data/48465/000004846520000043/q42020ex211subsidiaries.htm)[(2)](https://www.sec.gov/Archives/edgar/data/48465/000004846520000043/q42020ex211subsidiaries.htm)] [added: [21.1](https://www.sec.gov/Archives/edgar/data/48465/000004846521000067/q42021ex211subsidiaries.htm)[(2)](https://www.sec.gov/Archives/edgar/data/48465/000004846521000067/q42021ex211subsidiaries.htm)] | | | | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/48465/000004846520000043/q42020ex211subsidiaries.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/48465/000004846521000067/q42021ex211subsidiaries.htm)] | | |

| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/48465/000004846520000043/q42020ex231eyconsent.htm)[(2)](https://www.sec.gov/Archives/edgar/data/48465/000004846520000043/q42020ex231eyconsent.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/48465/000004846521000067/q42021exhibit231eyconsent.htm)[(2)](https://www.sec.gov/Archives/edgar/data/48465/000004846521000067/q42021exhibit231eyconsent.htm)] | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/48465/000004846520000043/q42020ex231eyconsent.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/48465/000004846521000067/q42021exhibit231eyconsent.htm)] | | |

| [removed: [24.1](https://www.sec.gov/Archives/edgar/data/48465/000004846520000043/q42020ex241powerofatto.htm)[(2)](https://www.sec.gov/Archives/edgar/data/48465/000004846520000043/q42020ex241powerofatto.htm)] [added: [24.1](https://www.sec.gov/Archives/edgar/data/48465/000004846521000067/q42021ex241powerofattorney.htm)[(2)](https://www.sec.gov/Archives/edgar/data/48465/000004846521000067/q42021ex241powerofattorney.htm)] | | | | | | [Power of [removed: Attorney.](https://www.sec.gov/Archives/edgar/data/48465/000004846520000043/q42020ex241powerofatto.htm)] [added: Attorney.](https://www.sec.gov/Archives/edgar/data/48465/000004846521000067/q42021ex241powerofattorney.htm)] | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/48465/000004846520000043/q42020exhibit311.htm)[(2)](https://www.sec.gov/Archives/edgar/data/48465/000004846520000043/q42020exhibit311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/48465/000004846521000067/q42021exhibit311.htm)[(2)](https://www.sec.gov/Archives/edgar/data/48465/000004846521000067/q42021exhibit311.htm)] | | | | | | [Certification Required Under Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/48465/000004846520000043/q42020exhibit311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/48465/000004846521000067/q42021exhibit311.htm)] | | |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/48465/000004846520000043/q42020exhibit312.htm)[(2)](https://www.sec.gov/Archives/edgar/data/48465/000004846520000043/q42020exhibit312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/48465/000004846521000067/q42021exhibit312.htm)[(2)](https://www.sec.gov/Archives/edgar/data/48465/000004846521000067/q42021exhibit312.htm)] | | | | | | [Certification Required Under Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/48465/000004846520000043/q42020exhibit312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/48465/000004846521000067/q42021exhibit312.htm)] | | |

| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/48465/000004846520000043/q42020exhibit321.htm)[(2)](https://www.sec.gov/Archives/edgar/data/48465/000004846520000043/q42020exhibit321.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/48465/000004846521000067/q42021exhibit321.htm)[(2)](https://www.sec.gov/Archives/edgar/data/48465/000004846521000067/q42021exhibit321.htm)] | | | | | | [Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/48465/000004846520000043/q42020exhibit321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/48465/000004846521000067/q42021exhibit321.htm)] | | |

| [removed: [99.3](http://www.sec.gov/Archives/edgar/data/48465/000110465915047352/a15-14693_1ex99.htm)(1)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/48465/000110465921062462/tm2115305d1_ex10-1.htm)5[(1)](http://www.sec.gov/Archives/edgar/data/48465/000004846519000057/hormelformofrsuawardag.htm)] | | | | | | [U.S. [removed: $700,000,000 Amended and Restated] [added: $750,000,000] Credit Agreement, dated as of [removed: June 24, 2015, between] [added: May 6, 2021, among] the Company, Wells Fargo Bank, National Association, as Administrative Agent, [added: Swingline Lender] and [added: Issuing Lender, and] the lenders identified on the signature pages [removed: thereof. (Incorporated] [added: thereof](http://www.sec.gov/Archives/edgar/data/48465/000110465921062462/tm2115305d1_ex10-1.htm)[.](http://www.sec.gov/Archives/edgar/data/48465/000110465921062462/tm2115305d1_ex10-1.htm) [(Incorporated] by reference to Exhibit [removed: 99] [added: 10.1] to [removed: Hormel’s] [added: the Company's] Current Report on Form 8-K [removed: dated June 24, 2015,] [added: filed on May 6, 2021,] File No. [removed: 001-02402.)](http://www.sec.gov/Archives/edgar/data/48465/000110465915047352/a15-14693_1ex99.htm)] [added: 001- 02402.)](http://www.sec.gov/Archives/edgar/data/48465/000110465921062462/tm2115305d1_ex10-1.htm)] | | |

| 101(2) | | | | | | The following financial statements from the Company's Annual Report on Form 10-K for the fiscal year ended October [removed: 25, 2020,] [added: 31, 2021,] 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(2) | | | | | | The cover page from the Company's Annual Report on Form 10-K for the fiscal year ended October [removed: 25, 2020,] [added: 31, 2021,] formatted in Inline XBRL (included as Exhibit 101). | | |

| | | | $ | 4,012 | | | | | $ | 146 | | | | | $ | (12) | | (3) | | | | | | (25) | | | (2) | | | | | | $ | 4,033 | | | | |

(3) Consolidation of the Sadler's reserve.

| | | | | | | | | | | | |

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

| [2.1](https://www.sec.gov/Archives/edgar/data/0000048465/000004846521000019/marshall-xassetpurchaseagr.htm)[(1)](https://www.sec.gov/Archives/edgar/data/0000048465/000004846521000019/marshall-xassetpurchaseagr.htm) | | | | | | [Asset Purchase Agreement between The Kraft Heinz Company and Hormel Foods Corporation dated as of February 10, 2021.](https://www.sec.gov/Archives/edgar/data/0000048465/000004846521000019/marshall-xassetpurchaseagr.htm) [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/0000048465/000004846521000019/marshall-xassetpurchaseagr.htm) [](https://www.sec.gov/Archives/edgar/data/0000048465/000004846521000019/marshall-xassetpurchaseagr.htm)[(Incorpora](https://www.sec.gov/Archives/edgar/data/0000048465/000004846521000019/marshall-xassetpurchaseagr.htm)[ted by reference to Exhibit 2.1 to Hormel's](https://www.sec.gov/Archives/edgar/data/0000048465/000004846521000019/marshall-xassetpurchaseagr.htm) [Report on Form 10-Q dated](https://www.sec.gov/Archives/edgar/data/0000048465/000004846521000019/marshall-xassetpurchaseagr.htm) [March 2](https://www.sec.gov/Archives/edgar/data/0000048465/000004846521000019/marshall-xassetpurchaseagr.htm)[, 2021, File No. 001-02402.)](https://www.sec.gov/Archives/edgar/data/0000048465/000004846521000019/marshall-xassetpurchaseagr.htm) | | |

| [2.2](https://www.sec.gov/Archives/edgar/data/48465/000004846521000054/marshall-firstamendmenttot.htm)[(1)](https://www.sec.gov/Archives/edgar/data/48465/000004846521000054/marshall-firstamendmenttot.htm) | | | | | | [First Amendment to the Asset Purchase Agreement dated as of June 7, 2021, by and between The Kraft Heinz Company and Hormel Foods Corporation.](https://www.sec.gov/Archives/edgar/data/48465/000004846521000054/marshall-firstamendmenttot.htm) [(Incorporated by reference to Exhibit 2.1 to Hormel's Report on Form 10-Q dated September 3, 2021, File No. 001-02402.)](https://www.sec.gov/Archives/edgar/data/48465/000004846521000054/marshall-firstamendmenttot.htm) [](https://www.sec.gov/Archives/edgar/data/48465/000004846521000054/marshall-firstamendmenttot.htm)[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/48465/000004846521000054/marshall-firstamendmenttot.htm)[](https://www.sec.gov/Archives/edgar/data/48465/000004846521000054/marshall-firstamendmenttot.htm) | | |

| [4.](https://www.sec.gov/Archives/edgar/data/48465/000110465921076350/tm2118171d1_ex4-2.htm)6(1) | | | | | | [Form of 1.700% Notes due 2028 (Incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K dated June 3, 2021, File No. 001-02402](https://www.sec.gov/Archives/edgar/data/48465/000110465921076350/tm2118171d1_ex4-2.htm)[.](https://www.sec.gov/Archives/edgar/data/48465/000110465921076350/tm2118171d1_ex4-2.htm)[)](https://www.sec.gov/Archives/edgar/data/48465/000110465921076350/tm2118171d1_ex4-2.htm) | | |

| [4.](https://www.sec.gov/Archives/edgar/data/48465/000110465921076350/tm2118171d1_ex4-3.htm)7(1) | | | | | | [Form of 3.050% Notes due 2051 (Incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K dated June 3, 2021, File No. 001-02402](https://www.sec.gov/Archives/edgar/data/48465/000110465921076350/tm2118171d1_ex4-3.htm)[.](https://www.sec.gov/Archives/edgar/data/48465/000110465921076350/tm2118171d1_ex4-3.htm)[)](https://www.sec.gov/Archives/edgar/data/48465/000110465921076350/tm2118171d1_ex4-3.htm) | | |

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| | | | $ | 4,246 | | | | | $ | 79 | | | | | 10 | | | (6) | | | | | | (43) | | | (2) | | | | | | $ | 4,051 | | | | |

(5) Consolidation of the Fontanini and Columbus reserves.

(6) Increase in the reserve due to the inclusion of Columbus accounts receivable.

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| | | | By: | | | /s/ JAMES P. SNEE | | | December [removed: 4, 2020] [added: 10, 2021] | | | | | |

| /s/ JAMES P. SNEE | | | | | | [removed: 12/4/2020] [added: 12/10/2021] | | | | | | Chairman of the Board, President and Chief Executive | | |

| /s/ JAMES N. SHEEHAN | | | | | | [removed: 12/4/2020] [added: 12/10/2021] | | | | | | Executive Vice President and Chief Financial Officer | | |

| /s/ JANA L. HAYNES | | | | | | [removed: 12/4/2020] [added: 12/10/2021] | | | | | | Vice President and Controller | | |

| /s/ PRAMA BHATT* | | | | | | [removed: 12/4/2020] [added: 12/10/2021] | | | | | | Director | | |

| /s/ GARY C. BHOJWANI* | | | | | | [removed: 12/4/2020] [added: 12/10/2021] | | | | | | Director | | |

| /s/ TERRELL K. CREWS* | | | | | | [removed: 12/4/2020] [added: 12/10/2021] | | | | | | Director | | |

| /s/ STEPHEN M. LACY* | | | | | | [removed: 12/4/2020] [added: 12/10/2021] | | | | | | Director | | |

| /s/ ELSA A. MURANO* | | | | | | [removed: 12/4/2020] [added: 12/10/2021] | | | | | | Director | | |

| /s/ SUSAN K. NESTEGARD* | | | | | | [removed: 12/4/2020] [added: 12/10/2021] | | | | | | Director | | |

| /s/ WILLIAM A. NEWLANDS* | | | | | | [removed: 12/4/2020] [added: 12/10/2021] | | | | | | Director | | |

| /s/ CHRISTOPHER J. POLICINSKI* | | | | | | [removed: 12/4/2020] [added: 12/10/2021] | | | | | | Director | | |

| /s/ JOSE L. PRADO* | | | | | | [removed: 12/4/2020] [added: 12/10/2021] | | | | | | Director | | |

| /s/ SALLY J. SMITH* | | | | | | [removed: 12/4/2020] [added: 12/10/2021] | | | | | | Director | | |

| /s/ STEVEN A. WHITE* | | | | | | [removed: 12/4/2020] [added: 12/10/2021] | | | | | | Director | | |

| *By: /s/ JANA L. HAYNES | | | | | | [removed: 12/4/2020] [added: 12/10/2021] | | | | | | | | |

| | | | | | | | | | | | | | | |

| /s/ DAKOTA A. PIPPINS* | | | | | | 12/4/2020 | | | | | | Director | | |

| DAKOTA A. PIPPINS | | | | | | | | | | | | | | |