Hormel Foods (HRL) 10-K risk factor changes: FY2022 vs FY2021

▪The financial stability of [removed: our] [added: the Company's] customers and suppliers may be compromised, which could result in additional bad debts [removed: for the Company] or non-performance by suppliers.

▪The value of [removed: our] [added: the Company's] investments in debt and equity securities may decline, including most significantly the [removed: Company’s] trading securities held as part of a rabbi trust to fund supplemental executive retirement plans and deferred income plans, and the Company’s assets held in pension plans.

Impairment testing requires [removed: judgement] [added: judgment] around estimates and assumptions and is impacted by factors such as revenue growth rates, operating margins, tax rates, royalty rates, and discount rates.

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

There can be no assurance given, however, [added: that] these plans will be effective in eliminating the negative effects of any such diseases on the Company’s operating results.

The [removed: uncertain and rapidly changing] COVID-19 pandemic could adversely affect the Company’s business, financial condition and results of operations. The [removed: ongoing] COVID-19 global pandemic has had, and [removed: will likely] [added: may] continue to have, negative impacts across many of the Company's business units and facilities.

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

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

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

Bankruptcy filings and/or delinquent payments from [added: the] foodservice industry or other customers may negatively impact cash flow.

▪A national and/or global economic downturn may impact consumer purchase [removed: behavior] [added: behavior,] such as reduced volume for foodservice products and premium brands.

[removed: Operations] [added: ▪Operations] may be negatively impacted if members of the Company's leadership team, or other key employees, become ill with COVID-19 or otherwise terminate their employment as a result of COVID-19.

Further, the Company may face challenges [added: with labor availability, relations, labor costs,] hiring, onboarding, and training new employees, including leadership, which may impact results.

[removed: ▪Many of the Company's office-based employees continue to] [added: Remote] work [removed: remotely on occasion, which] [added: arrangements] may bring additional information technology and data security risks.

[removed: If] [added: ▪If] the Company's public relations efforts [added: related to the pandemic] are not effective or if consumers perceive them to be irresponsible, the Company's competitive position, reputation, and market share may suffer.

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

In addition, acquisitions outside the [removed: United States] [added: U. S.] may present unique challenges and increase the Company's exposure to the risks associated with foreign operations.

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

Additionally, [removed: labor shortages] [added: labor-related challenges] 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 [removed: our] [added: its] security measures due to human error, malfeasance, insider threats, system errors or vulnerabilities or other irregularities, none of which have been material to date.

During [removed: the third quarter of] fiscal 2020, the Company implemented the [added: human resource, payroll, and] finance [removed: phase] [added: phases] of the project.

Deterioration of labor relations, labor availability or increases in labor costs could harm the Company’s business. As of October [removed: 31, 2021,] [added: 30, 2022,] the 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.

The pathogens that may cause food contamination are found generally in livestock and in the environment and thus may be present in [removed: our] [added: the Company's] products.

These pathogens can also be introduced to [removed: our] products as a result of improper handling by customers or consumers.

[removed: We do] [added: The Company does] not have control over handling procedures once [removed: our] products have been shipped for distribution.

[added: Outbreaks of disease among livestock and poultry flocks could harm the Company’s revenues and operating margins.] The Company is subject to risks associated with the outbreak of disease in pork and beef livestock, and poultry flocks, including African swine fever (ASF), Bovine Spongiform Encephalopathy (BSE), pneumo-virus, Porcine Circovirus 2 (PCV2), Porcine Reproduction & Respiratory Syndrome (PRRS), Foot-and-Mouth Disease (FMD), Porcine Epidemic Diarrhea Virus (PEDv), and Highly Pathogenic Avian Influenza (HPAI).

If an outbreak of ASF were to occur in the [removed: United States,] [added: U.S.,] the Company's supply of hogs and pork could be materially impacted.

Fluctuations in commodity prices and availability of raw materials and 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, and nuts as well as supplies, energy and other inputs and the selling prices for many of [removed: our] [added: the Company's] products, which are determined by constantly changing market forces of supply and demand.

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

Market-based pricing on certain product lines, and lead time required to implement pricing adjustments, may prevent all or part of these cost increases from being recovered, and these higher costs could adversely affect [removed: our] [added: the Company's] short-term financial results.

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

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 [removed: affect] [added: effect] on agricultural productivity.

[removed: The availability of government inspectors due] to a government furlough could also cause disruption to the Company’s manufacturing facilities.

The Company is subject to stringent environmental [removed: regulation] [added: regulations] and potentially subject to environmental litigation, proceedings, and investigations. The Company’s past and present business operations and ownership and operation of real property are subject to stringent federal, state, and local environmental laws and regulations pertaining to the discharge of materials into the environment and the handling and disposition of wastes (including solid and hazardous wastes) or otherwise relating to protection of the environment.

The Company has no operations in Russia or Ukraine, yet it has experienced inflated fuel costs and supply chain shortages and delays due to the impact of the military conflict on the global economy.

Further escalation related to the conflict, including increased trade barriers or restrictions on global trade, could result in, among other things, additional supply chain disruptions, rising prices for oil and other commodities, volatility in capital markets and foreign exchange rates, rising interest rates or heightened cybersecurity risks, any of which may adversely affect the Company's business.

In addition, the effects of the ongoing conflict could heighten many of the other risk factors included in Item 1A.

June 2021, that align with the Company’s strategic initiative of delivering long-term value to shareholders.

Union contracts at four of the Company's manufacturing facilities, covering approximately 2,400 employees, will expire during fiscal 2023.

Negotiations have not yet been initiated.

HPAI was detected within the U.S. in 2022 and was confirmed within the Company's Jennie-O Turkey Store supply chain.

The impact of HPAI has reduced and will continue to reduce production volume in the Company's turkey facilities at least through the first half of fiscal 2023.

The Company is continuing to monitor the situation and will take the appropriate actions to protect the health of the turkeys across the supply chain.

Damage to the Company’s reputation or brand image can adversely affect its business. Maintaining and continually enhancing the perception of the Company’s reputation and brands is critical to business success.

The Company’s reputation and brands have been in the past and could in the future be adversely impacted by a number of factors, including unfavorable consumer perception related to events or rumors, adverse publicity, and negative information disseminated through social and digital media.

Failure to maintain, extend, and expand the Company’s reputation or brand image could adversely impact operating results.

Climate change, or legal, regulatory or market measures to address climate change, could have an adverse impact on the Company’s business and results of operations. There is growing concern that carbon dioxide and other greenhouse gases in the atmosphere may have an adverse impact on global temperatures, weather patterns, and the frequency and severity of extreme weather and natural disasters.

If such climate change has a negative impact on agricultural productivity, the Company may have decreased availability or less favorable pricing for the raw materials necessary for its operations.

Climate change may also cause decreased availability or less favorable pricing for water, which could have an adverse effect on the Company’s operations and supply chain.

In addition, natural disasters and extreme weather, including those caused by climate change, could cause disruptions in the Company’s operations and supply chain.

The increasing concern over climate change may also result in greater local, state, federal, and foreign legal requirements, including requirements to limit greenhouse gas emissions or conserve water usage.

If such requirements are enacted, the Company could experience significant cost increases in its operations and supply chain.

Further, failure to accomplish goals set by the Company related to climate change or meet expectations of various Company stakeholders may cause decreased demand for the Company’s products and have an adverse effect on results of operations.

The availability of government inspectors due

The Company's operations and business have been impacted directly and indirectly by various government actions taken to stop or slow the spread of COVID-19, including travel restrictions, border shutdowns, stay-at-home and shelter-in-place orders, shutdowns of non-essential businesses, and emergency declarations.

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

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

▪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.

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

▪The Company relies on its dedicated employees, many of whom have a long tenure with the Company.

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

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

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

The Company must keep pace with a rapidly changing media environment.

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

The additional risk factors identified here are based upon information known at this time.

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

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

Organic [removed: volume and organic] net sales1 [removed: increased 1] [added: growth of 6] percent [added: can be attributed to improvement from the foodservice businesses] and [removed: 14 percent, respectively] [added: pricing actions to mitigate inflationary pressures in each business segment] (1See explanation of non-GAAP financial measures in the Consolidated Results section).

[removed: Strong growth from the foodservice businesses, higher pricing across all segments, and] [added: Record net sales were primarily driven by] the inclusion of the *Planters®* snack nuts business [removed: were] [added: and growth from] the [removed: primary drivers of net sales growth.][added: Company's foodservice businesses.]

Diluted earnings per share for fiscal [removed: 2021] [added: 2022] was [removed: $1.66, flat] [added: $1.82, compared] to [added: $1.66] last year.

[removed: The net impact] [added: For fiscal 2022, Net Unallocated Expense decreased due] to [removed: after-tax earnings from] one-time acquisition costs and accounting adjustments [added: of $43 million] related to the acquisition of the *Planters®* snack nuts business [removed: were approximately $37 million, or six cents per share, for] [added: in] fiscal 2021.

Earnings for Jennie-O Turkey Store [removed: declined] [added: increased significantly] due [removed: primarily] to higher [removed: feed costs] [added: commodity prices] and [removed: increased freight expenses.][added: foodservice sales.]

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

The annual dividend for [removed: 2022] [added: 2023] will be [removed: $1.04] [added: $1.10] per share and marks the [removed: 56th] [added: 57th] consecutive year of dividend [removed: increases, representing an increase of 6 percent.][added: increases.]

[removed: In] [added: On] June [added: 7,] 2021, the Company acquired the *Planters®* snack nuts business for $3.4 billion [removed: in cash.][added: and used a third-party valuation specialist to perform the valuation of the assets acquired.]

Fiscal [removed: 2022] [added: 2023] Outlook: The Company expects [removed: all four segments to deliver] sales and earnings growth in fiscal [removed: 2022.][added: 2023.]

[removed: We plan] [added: The Company plans] to continue to support the business through [added: increased] marketing and advertising investments for [removed: our] [added: its] leading brands as well as investments into [removed: our] [added: its] production capabilities, including [removed: new capacity for retail and foodservice pepperoni and] a new [removed: production] line for the *SPAM®* family of [removed: products.][added: products, a large investment to expand its operations and capabilities in China, and projects to increase automation and efficiency.]

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

A detailed review of the Company's fiscal [removed: 2021] [added: 2022] performance compared to fiscal [removed: 2020] [added: 2021] appears in [added: the] following section.

A detailed review of the fiscal [removed: 2020] [added: 2021] performance compared to fiscal [removed: 2019] [added: 2020] is set forth in Part II, Item 7 of the Company's Form 10-K for the fiscal year ended October [removed: 25, 2020] [added: 31, 2021,] under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which is incorporated herein by reference.

| Grocery [added: Products: The Grocery] Products [removed: | | | This] segment [removed: consists] primarily [added: consists] 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 (MegaMex) joint venture. | | |

| Refrigerated [added: Foods: The Refrigerated] Foods [removed: | | | This] segment [removed: consists primarily of] [added: includes] 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 [added: Store: The Jennie-O Turkey] Store [removed: | | | This] segment [removed: consists] primarily [added: consists] of the processing, marketing, and sale of branded and unbranded turkey products for retail, foodservice, and commercial customers. | | |

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

The Company’s fiscal year consisted of [removed: 53 weeks in fiscal year 2021 and] 52 weeks in fiscal years [added: 2022 and] 2020 and [removed: 2019.][added: 53 weeks in fiscal year 2021.]

Fiscal [removed: 2022] [added: year 2023] will consist of 52 weeks.

| | | | | | | Fourth Quarter Ended | | | | | | | | | | | | | | | | | | [added: Fiscal] Year Ended | | | | | | | | | | | | | | |

| [removed: (in] [added: *In] thousands, except per share [removed: amounts)] [added: amounts*] | | | | | | October [removed: 31, 2021] [added: 30, 2022] | | | | | | October [removed: 25, 2020] [added: 31, 2021] | | | | | | % Change | | | | | | October [removed: 31, 2021] [added: 30, 2022] | | | | | | October [removed: 25, 2020] [added: 31, 2021] | | | | | | % Change | | |

| Diluted Earnings Per Share | | | | | | 0.51 | | | | | | [removed: 0.43] [added: 0.51] | | | | | | [removed: 18.6] [added: —] | | | | | | [removed: 1.66] [added: 1.82] | | | | | | 1.66 | | | | | | [removed: —] [added: 9.6] | | |

| Adjusted Diluted Earnings Per Share (1) | | | | | | 0.51 | | | | | | [removed: 0.43] [added: 0.51] | | | | | | [removed: 18.6] [added: —] | | | | | | [removed: 1.73] [added: 1.82] | | | | | | [removed: 1.66] [added: 1.73] | | | | | | [removed: 4.2] [added: 5.2] | | |

| [removed: (in thousands)] [added: *In thousands*] | | | | | | October [removed: 31, 2021] [added: 30, 2022] | | | | | | October [removed: 25, 2020] [added: 31, 2021] | | | | | | % Change | | | | | | October [removed: 31, 2021] [added: 30, 2022] | | | | | | October [removed: 25, 2020] [added: 31, 2021] | | | | | | % Change | | |

(1) See the "Non-GAAP Financial Measures" section below for a description of the Company's use of measures not defined by [removed: Generally Accepted Accounting Principles] [added: U.S. generally accepted accounting principles] (GAAP)

| | | | | | | October [removed: 31,] [added: 30,] | | | | | | October [removed: 25,] [added: 31,] | | | | | | | | | | | | October [removed: 31,] [added: 30,] | | | | | | October [removed: 25,] [added: 31,] | | | | | | | | |

| [removed: (in thousands)] [added: *In thousands*] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | % Change | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | % Change | | |

For fiscal [removed: 2021,] [added: 2022,] cost of products sold [removed: for the fourth quarter and full year] increased due to inflationary pressures stemming from raw materials, packaging, freight, labor, and [removed: many] other inputs.

The inclusion of the *Planters®* snack nuts business [removed: during the third quarter] was also a driver of higher [removed: costs.][added: costs for the full year.]

[removed: In] [added: SG&A expenses for] fiscal [removed: 2022, the Company expects cost of products sold to be higher] [added: 2022 increased] due to the inclusion of the *Planters®* snack nuts business and [removed: continued inflation.][added: higher marketing and advertising investments.]

Raw material input costs for pork, beef, turkey, and feed are anticipated to remain [added: volatile and] above historical levels.

| Percentage of Net Sales | | | | | | [removed: 16.7] [added: 17.3] | | % | | | | [removed: 18.9] [added: 16.7] | | % | | | | | | | | | | [removed: 16.9] [added: 17.4] | | % | | | | [removed: 19.0] [added: 16.9] | | % | | | | | | |

[removed: Gross] [added: Compared to the prior year, gross] profit as a percentage of net sales [removed: declined] for [removed: all four business segments in] the fourth quarter [added: of fiscal 2022 increased for the Jennie-O Turkey Store segment] and [added: declined] for the [removed: full year compared to fiscal 2020.][added: other segments.]

| Percentage of Net Sales | | | | | | [removed: 6.7] [added: 6.3] | | % | | | | [removed: 7.9] [added: 6.7] | | % | | | | | | | | | | [removed: 7.5] [added: 7.1] | | % | | | | [removed: 7.9] [added: 7.5] | | % | | | | | | |

As a [removed: percentage] [added: percent] of [added: net] sales, SG&A [added: expenses] declined for [removed: both] the [removed: fourth quarter and] full [removed: year due to] [added: year, driven by] record [removed: net] sales and disciplined [removed: expense] [added: cost] management.

In fiscal [removed: 2022,] [added: 2023,] the Company intends to continue investing in key brands including *Planters®*, *SPAM*®*, SKIPPY*®, *Columbus®, Hormel®* *Black Label®, Hormel*® pepperoni, and *Jennie-O*®.

Research and development expenses were [removed: $8.3] [added: $8.6] million and [removed: $33.6] [added: $34.7] million for the [removed: fiscal 2021] fourth quarter and [removed: year,] [added: full year of fiscal 2022,] respectively, compared to [removed: $8.4] [added: $8.3] million and [removed: $31.9] [added: $33.6] million for the corresponding periods in fiscal [removed: 2020.][added: 2021.]

[removed: For the full year, equity] [added: Equity] in earnings of affiliates [removed: increased] [added: for the fourth quarter and full year of fiscal 2022 decreased] significantly due to [removed: strength at MegaMex and in the Philippines.][added: lower results for MegaMex.]

The composition of this line item as of October [removed: 31, 2021,] [added: 30, 2022,] was as follows:

| [removed: (in thousands)] [added: *In thousands*] | | | Investments/Receivables | | |

Fiscal 2022: The Company achieved its third consecutive year of record net sales in fiscal 2022.

Net sales increased 9 percent to $12.5 billion, primarily driven by the full year inclusion of the *Planters®* snack nuts business and by growth from the Company's foodservice businesses.

Volume and organic volume1 declined 7 percent and 8 percent, respectively.

Consistent with the Company's long-term strategy to better align resources to value-added growth, the overall decline in volume was primarily due to lower commodity sales resulting from the Company's new pork supply agreement, which was effective January 1, 2022.

Net earnings were negatively impacted by broad-based inflationary pressures stemming from raw materials, packaging, freight, labor, and other inputs.

Pricing actions to mitigate these pressures were announced and implemented throughout fiscal 2022.

Fiscal 2022 contained one less week than the prior year.

Highly pathogenic avian influenza (HPAI) was confirmed in the Jennie-O Turkey Store supply chain in March 2022.

In the second half of the year, the team effectively managed a limited turkey supply and maximized operational performance.

Refrigerated Foods segment profit for the full year increased, primarily driven by strong results from the foodservice businesses, more than offsetting higher operational and logistics costs.

Grocery Products segment profit declined, as the contribution from the *Planters®* snack nuts business and organic net sales growth was more than offset by inflationary pressures and lower results from MegaMex.

International & Other segment profit declined due in large part to lower results from the export business, which was negatively impacted by logistics challenges and meaningfully higher freight and warehouse expenses.

Capital expenditures in fiscal 2022 were $279 million, including investments in new production capabilities for retail and foodservice pepperoni, an expansion of bacon capacity, work on a new line for the *SPAM®* family of products to be opened in the first half of fiscal 2023, and other projects to support growth of branded products and increase automation.

In August 2022, the Company announced a new strategic operating model and has transitioned, effective October 31, 2022, to three operating segments – Retail, Foodservice, and International.

The three new segments will continue to be supported by the Company's One Supply Chain team and corporate functions.

Additionally, the Company will be standing up a Brand Fuel Center of Excellence, which will house enterprise-wide brand management expertise, e-commerce capabilities, insights-led innovation and analytical support to further enable data-driven decisions.

Changes to the Company's operating segments have no impact on historical consolidated results of operations, financial position, or cash flows.

Earnings will be reported under this structure beginning with the release of fiscal 2023 first quarter results in early March 2023.

The Company will provide recast financial information for fiscal years 2021 and 2022 in February 2023.

From a top-line perspective, the Company anticipates to benefit from higher levels of brand investment, increased production capacity, pricing actions effective in the second half of fiscal 2022, and actions related to its new strategic operating model.

Earnings growth is expected from the Foodservice and International segments and improvement across the supply chain.

The Company expects to again operate in a volatile, complex and high-cost environment in fiscal 2023.

Risks to the outlook include incremental inflationary pressures, further supply chain disruption, and the impact of deteriorating macroeconomic conditions on the Company's customers, consumers, and operators.

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| | | |

| Net Earnings | | | | | | $ | 279,883 | | | | | $ | 281,738 | | | | | (0.7) | | | | | | $ | 999,987 | | | | | $ | 908,839 | | | | | 10.0 | | |

| Volume (lbs.) | | | | | | 1,160,490 | | | | | | 1,379,848 | | | | | | (15.9) | | | | | | 4,604,169 | | | | | | 4,933,136 | | | | | | (6.7) | | |

| Organic Volume(1) | | | | | | 1,160,490 | | | | | | 1,281,287 | | | | | | (9.4) | | | | | | 4,440,352 | | | | | | 4,834,575 | | | | | | (8.2) | | |

| Net Sales | | | | | | $ | 3,283,475 | | | | | $ | 3,454,751 | | | | | (5.0) | | | | | | $ | 12,458,806 | | | | | $ | 11,386,189 | | | | | 9.4 | | |

| Organic Net Sales(1) | | | | | | 3,283,475 | | | | | | 3,207,983 | | | | | | 2.4 | | | | | | 11,853,241 | | | | | | 11,139,421 | | | | | | 6.4 | | |

Consistent with the Company's long-term strategy to better align resources to value-added growth, the overall decline in volume for the fourth quarter and full year of fiscal 2022 was primarily due to lower commodity sales resulting from the Company's new pork supply agreement, which was effective January 1, 2022.

Net sales decreased for the fourth quarter of fiscal 2022 due to reduced commodity sales and the impact from an additional week of sales last year.

Organic net sales for the fourth quarter increased, led by growth from the Grocery Products and International & Other segments.

The Grocery Products segment benefited from pricing actions effective at the beginning of the fourth quarter.

Fiscal 2022 marked the third consecutive year of record sales for the Company.

All segments implemented pricing actions during the fiscal year to combat inflationary pressures.

In fiscal 2023, the Company expects sales growth and to benefit from higher levels of brand investment, increased production capacity, pricing actions effective in the second half of fiscal 2022, and actions related to its new strategic operating model.

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).

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.

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.

International & Other segment profit improved significantly for the full year, driven by gains from exports, higher income from the Company's partners in the Philippines, South Korea, and Europe, and strong results in China.

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.

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®*.

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 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.

| | | | | | |

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

| Segment | | | Business Conducted | | |

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

| 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 | | |

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.

| Cost of Products Sold | | | | | | $ | 2,876,669 | | | | | $ | 1,962,340 | | | | | 46.6 | | | | | | $ | 9,458,283 | | | | | $ | 7,782,498 | | | | | 21.5 | | |

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.

| Gross Profit | | | | | | $ | 578,081 | | | | | $ | 457,765 | | | | | 26.3 | | | | | | $ | 1,927,906 | | | | | $ | 1,825,963 | | | | | 5.6 | | |

Consolidated gross profit as a percentage of net sales for the fourth quarter and full year declined, driven primarily by broad-based inflationary pressures and a lag in mitigating pricing actions.

Gross profit as a percentage of net sales for the fourth quarter of fiscal 2021 increased sequentially compared to the third quarter of fiscal 2021 as pricing actions across the entire portfolio became effective.

In fiscal 2022, the Company expects gross profit as a percentage of net sales to improve due to the impact of pricing actions taken across all business segments during fiscal 2021.

The Company also expects to benefit in the first half of fiscal 2022 from the positive mix impact from the addition of the *Planters®* snack nuts business.

The Company measures its market risk exposure on its [removed: lean hog futures] [added: cash flow commodity] contracts using a sensitivity analysis, which considers a hypothetical 10 percent change in the market [removed: prices for lean hogs.][added: prices.]

A 10 percent decrease in the market price [removed: for lean hogs] would have negatively impacted the fair value of the [removed: Company’s October 31, 2021, open lean hog] [added: Company's cash flow commodity] contracts [added: as of October 30, 2022,] by [removed: $7.9] [added: $31.7] million, which in turn would lower the [removed: Company’s] [added: Company's] future cost on purchased [removed: hogs] [added: commodities] by a similar amount.

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

The fair value of the Company’s [removed: open grain] [added: cash flow commodity] contracts as of October [removed: 31, 2021,] [added: 30, 2022,] was [removed: $25.5] [added: $21.6] million compared to [removed: $(0.1)] [added: $25.2] million as of October [removed: 25, 2020.][added: 31, 2021.]

The Company measures its market risk exposure [removed: on its grain contracts] [added: of long-term fixed rate debt] using a sensitivity analysis, which considers a [removed: hypothetical] 10 percent change in [removed: the market prices for grain.][added: interest rates.]

[removed: Investments:] [added: Investment Risk:] The Company has corporate-owned life insurance policies classified as trading securities as part of a rabbi trust to fund certain supplemental executive retirement plans and deferred income plans.

As of October [removed: 31, 2021,] [added: 30, 2022,] the balance of these securities totaled [removed: $203.0] [added: $186.2] million compared to [removed: $173.1] [added: $203.0] million as of October [removed: 25, 2020.][added: 31, 2021.]

A 10 percent decline in the value of the investments not held in fixed income funds would have [removed: a negative impact to] [added: negatively impacted] the Company’s pretax earnings [removed: of] [added: by] approximately [removed: $10.0] [added: $7.6] million, while a 10 percent increase in value would have a positive impact of the same amount.

[removed: International Assets:] [added: Foreign Currency Exchange Rate Risk:] The fair values of certain Company assets are subject to fluctuations in foreign [removed: currencies.][added: currency exchange rates.]

The [removed: Company’s] [added: Company's] net asset position in foreign currencies as of October [removed: 31, 2021,] [added: 30, 2022,] was [removed: $657.2] [added: $652.4] million, compared to [removed: $541.2] [added: $657.2] million as of October [removed: 25, 2020,] [added: 31, 2021,] with most of the exposure existing in Chinese yuan and Brazilian real.

The Company is exposed to various forms of market risk as a part of its ongoing business practices.

The Company utilizes derivative instruments to mitigate earnings fluctuations due to market volatility.

Commodity Price Risk: The Company is subject to commodity price risk primarily through grain and live hog markets.

To reduce these exposures and offset the fluctuations caused by changes in market conditions, the Company employs hedging programs.

Interest Rate Risk: The Company is subject to interest rate risk primarily from changes in fair value of long-term fixed rate debt.

As of October 30, 2022, the Company’s long-term debt had a fair value of $2.7 billion compared to $3.3 billion as of October 31, 2021.

A 10 percent decrease in interest rates would have positively impacted the fair value of the Company’s long-term debt as of October 30, 2022, by $90.2 million.

A 10 percent increase would have negatively impacted the long-term debt by $84.1 million.

The Company currently does not use market risk sensitive instruments to manage this risk.

Hog Markets: The Company’s earnings are affected by fluctuations in the live hog market.

To minimize the impact on earnings and ensure a steady supply of quality hogs, the Company has entered into contracts with producers for the purchase of hogs at formula-based prices over periods of up to 10 years.

Hogs purchased under contract accounted for 96 percent and 95 percent of the total hogs purchased by the Company during fiscal 2021 and 2020, respectively.

The majority of these contracts use market-based formulas based on hog futures, hog primal values, or industry reported hog markets.

Other contracts use a formula based on the cost of production, which can fluctuate independently from hog markets.

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

Therefore, a hypothetical 10 percent change in the cash hog market would have had an immaterial effect on the Company’s results of operations.

The Company utilizes a hedge program to reduce exposure and offset the fluctuations in the Company’s future direct hog purchases.

This program utilizes lean hog futures which are accounted for under cash flow hedge accounting.

The fair value of the Company’s open futures contracts in this program as of October 31, 2021, was $(0.2) million compared to $3.1 million as of October 25, 2020.

Turkey Production Costs: The Company raises or contracts for live turkeys to meet the majority of its raw material supply requirements.

Production costs in raising turkeys are subject primarily to fluctuations in feed prices and, to a lesser extent, fuel costs.

Under normal, long-term market conditions, changes in the cost to produce turkeys are offset by proportional changes in the turkey market.

The Company utilizes a hedge program to reduce exposure and offset the fluctuation in the Company’s future direct grain purchases.

A 10 percent decrease in the market price for grain would have negatively impacted the fair value of the Company’s October 31, 2021, open grain contracts by $14.5 million, which in turn would lower the Company’s future cost on purchased grain by a similar amount.

Other Input Costs: The costs of raw materials, packaging materials, freight, fuel, and energy may cause the Company's results to fluctuate significantly.

To manage input cost volatility, the Company pursues cost saving measures, forward pricing, derivatives, and pricing actions when necessary.

Changes in currency exchange rates impact the fair values of the Company assets either currently through the Consolidated Statements of Operations within Interest and Investment Income or through the Consolidated Statements of Financial Position within Accumulated Other Comprehensive Loss.

The Company measures its foreign currency exchange risk by using a 10 percent sensitivity analysis on the Company’s primary foreign net asset position, the Chinese yuan and the Brazilian real, as of October 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 $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 $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 $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 $9.6 million pretax.

The Company builds on its founder's legacy of innovation, quality, and integrity with focus on its purpose statement - [removed: Inspired] [added: *Inspired] People.

Inspired [removed: Food.™] [added: 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 [removed: $11] [added: $12] billion in annual revenue in more than 80 countries.

[removed: During] [added: In] fiscal 2021, the Company acquired the *Planters®* snack nuts [removed: business from The Kraft Heinz Company.][added: business, expanding the Company's presence in the growing snacking space.]

Refer to Note B - Acquisitions and Divestitures for [added: additional] information.

The Company [added: manages and] reports [added: its operating] results in the following four segments: Grocery Products, Refrigerated Foods, Jennie-O Turkey Store, and International & Other.

Net sales to unaffiliated customers, segment profit, [removed: total assets,] and the presentation of certain other financial information by segment [removed: is] [added: are] 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.

Grocery Products: The Grocery Products segment [removed: consists] primarily [added: consists] 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 [added: (MegaMex)] joint venture.

Refrigerated Foods: The Refrigerated Foods segment [removed: consists primarily of] [added: includes] 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 [removed: consists] primarily [added: consists] 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 [removed: International] [added: International,] which manufactures, markets, and sells Company products internationally.

This segment also includes the results from the Company’s international [removed: joint ventures and] royalty [removed: arrangements.][added: arrangements and other joint ventures.]

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

The Company’s products are sold through its sales personnel, [removed: operating] [added: who operate] in assigned territories or [removed: as] [added: in] dedicated teams serving major customers [added: and who are] coordinated from sales offices predominately located in major U.S. cities.

[removed: Distribution of products to customers is] [added: Products are] primarily [added: distributed] by common carrier.

Internationally, the Company markets its products through Hormel Foods International Corporation (HFIC), a [removed: wholly owned] [added: wholly-owned] subsidiary.

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

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

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

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

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

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

The Company utilizes supply contracts [added: and forward buying strategies] to ensure an adequate supply and mitigate price fluctuations.

Certain [removed: nut varieties,] [added: raw materials,] such as cashews, are sourced [removed: internationally] [added: internationally,] which may cause additional risks to pricing and availability.

As of October [removed: 31, 2021,] [added: 30, 2022,] the Company had more than 20,000 active employees, with over 90 percent located within the [removed: United States.][added: U.S. Approximately 20 percent of employees are covered by collective bargaining agreements.]

The Company’s workforce is made up of approximately 40 percent [removed: women] [added: female] and over [removed: 50] [added: 55] percent [removed: ethnic minority groups.][added: underrepresented minorities.]

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

The Company [removed: has nine] [added: supports eleven] employee resource groups [added: (ERGs)] that support the Company’s mission to create a workplace where all people feel welcomed, respected, and valued.

These [added: employee-driven] groups play a critical role in [removed: diversity initiatives] [added: diversity, equity,] and [added: inclusion efforts and] provide [removed: numerous] professional development and mentorship opportunities.

[removed: Senior leaders] [added: Executives] of the Company are held accountable [removed: to] [added: for] creating an inclusive, diverse workplace through [removed: the] [added: their] annual incentive plan, [added: which includes] a component [removed: of which focuses] [added: focused] on overall belonging scores and the representation of [removed: women] [added: female] and underrepresented minorities in salaried positions.

The Company offers a competitive compensation package and a multitude of [removed: benefits] [added: 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 Company continues to monitor existing and pending laws and regulations [removed: and] [added: and,] while the impact of regulatory changes cannot be predicted with certainty, the Company does not expect compliance to have a material adverse [removed: effect.][added: effect on the Company's business.]

[removed: Customers][added: Significant Customers]

[removed: During fiscal 2021, sales] [added: Sales] to [added: the Company's largest customer,] Walmart Inc. [removed: (Walmart) represented] [added: (Walmart), accounted for] approximately [removed: 15] [added: 16] percent of [removed: the Company's] consolidated gross sales [removed: excluding] [added: less] returns and [removed: allowances.][added: allowances during fiscal 2022.]

Walmart is a customer in all four [added: reportable] segments.

The Company's top five customers [removed: make up] [added: collectively represent] approximately [removed: 35] [added: 36] percent of consolidated gross sales [removed: excluding] [added: less] returns and allowances.

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

The production and sale of meat and food products in the [removed: United States] [added: U.S.] and internationally is highly competitive.

All [added: operating] segments compete on the basis of price, product quality and attributes, brand identification, breadth of product line, and customer service.

The Company holds [removed: 39] [added: 41] U.S. and [removed: nine] [added: seven] foreign patents.

During the fourth quarter of fiscal 2022, the Company announced a new strategic operating model, which aligns its businesses to be more agile, consumer and customer focused, and market driven.

Effective in fiscal 2023, the Company will transition to this new model with the following three operating and reportable segments: Retail, Foodservice, and International.

Prior period results will be reclassified to reflect these new reportable segments.

being Danish Crown UK Ltd., and CJ CheilJedang Corporation.

The Company’s employees are the driving force behind innovation, improvement, and success.

Talent Acquisition, Development, and Retention

Hormel’s team members are the cornerstone of the Company and of the fulfillment of its purpose — *Inspired People.

Inspired Food.™* The Company places great importance on the growth, development, and engagement of its team members.

The Company considers the tenure of its team members to be an important indicator of overall performance and is proud of its tenure figures.

As of October 30, 2022, approximately 50 percent of the Company's team members had five or more years of service, and the 37-person officer team had an average of 25 years of service.

During fiscal 2022, the Company faced productivity challenges related to high turnover and the need to train new team members at its manufacturing facilities.

Overall, the turnover rate was 11 percent for salaried team members and 44 percent for hourly team members.

The Company is focused on onboarding and training new team members and creating a best-in-class experience throughout the organization.

The Company’s salaried employees are made up of over 30 percent female and approximately 20 percent underrepresented minorities.

Safety, Health, and Wellness

The corporate safety department also conducts regular audits of production facilities to ensure compliance with Company safety policies.

The Company conducts safety training for all team members and completes approximately 1,000 safety assessments each month.

The Company recognizes that team members perform best when they are healthy and that optimal performance is necessary for the Company to achieve its key results.

In addition to the health care benefits package, the Company’s Inspired Health program aims to cultivate and maintain a culture of health and wellness that is focused on encouraging and empowering team members to make healthy lifestyle choices through awareness, prevention, and positive health behavior changes.

This program includes biometric screenings, on-site fitness centers and fitness center discounts, an online health university with robust information and resources, a tobacco cessation program, wellness challenges, and confidential health and wellness support.

These goals are outlined in the Company’s 20 by 30 Challenge and include matching energy with renewable sourcing, reducing organic waste and greenhouse gas emissions, supporting regenerative agriculture, focusing on packaging sustainability, and reducing food waste.

The Company serves many customers throughout the world across various sales channels.

Forward-looking statements are inherently at risk to changes in the national and worldwide economic environment, which could include, among other things, risks related to the deterioration of economic conditions; the COVID-19 pandemic; risks associated with acquisitions and divestitures; potential disruption of operations including at co-manufacturers, suppliers, logistics providers, customers, or other third-party service providers; risk of loss of a material contract; the Company’s inability to protect information technology systems against, or effectively respond to, cyber attacks or security breaches; deterioration of labor relations, labor availability or increases to labor costs; general risks of the food industry, including food contamination; outbreaks of disease among livestock and poultry flocks; fluctuations in commodity prices and availability of raw materials and other inputs; fluctuations in market demand for the Company’s products; damage to the Company's reputation or brand image; climate change, or legal, regulatory, or market measures to address climate change; risks of litigation; potential sanctions and compliance costs arising from government regulation; compliance with stringent environmental regulations and potential environmental litigation; and risks arising from the Company’s foreign operations.

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.

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

The Company uses long-term supply contracts and forward buying to manage these risks.

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

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

Employee Training, Safety, and Total Rewards

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 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 ongoing COVID-19 pandemic presents unique challenges to the Company and its daily operations.

At the onset in 2020, a COVID Response Committee was established to monitor cases and continuously adjust safety procedures to align with current conditions and guidance from the Centers for Disease Control and Prevention.

Most employees working in an office setting transitioned to working remotely, which continued through much of fiscal 2021.

As an essential business, plant production team members continued to work in the Company’s manufacturing facilities.

The Company’s safety efforts in these facilities included proactive and transparent educational materials; a paid leave and protection program; access to personal protective equipment; enhanced sanitation procedures and daily wellness screenings.

The Company also paid over $11.0 million in bonuses to full-time and part-time plant production team members in 2020.

As vaccines became available in 2021, the Company coordinated onsite or offsite vaccination clinics at almost all its locations.

These goals include reducing product packaging, solid waste, water use, energy use, and greenhouse gas emissions.

The Company has also put a focus on using renewable energy sources and investing in sustainable agriculture.

of the Reform Act.

Forward-looking statements are inherently at risk to any changes in the national and worldwide economic environment, which could include, among other things, changes resulting from the COVID-19 pandemic, economic conditions, political developments, civil unrest, currency exchange rates, interest and inflation rates, accounting standards, taxes, laws, and regulations affecting the Company and its markets.

The Company is a defendant in [removed: three] [added: four] sets of antitrust lawsuits broadly targeting the pork and turkey industries.

For the fiscal year ended October [removed: 31, 2021][added: 30, 2022]

Registrant’s telephone number, including area code (507) 437-5611 [added: Securities registered pursuant to Section 12(b) of the Act:]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 [removed: months,] [added: months (or for such shorter period that the registrant was required to file such reports),] and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T [added: (§ 232.405 of this chapter)] during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of [removed: April 25, 2021,] [added: May 1, 2022,] was [removed: $13,101,074,449] [added: $15,095,914,678] based on the closing price of [removed: $46.39] [added: $52.39] on the last business day of the registrant’s most recently completed second fiscal quarter.

As of December [removed: 5, 2021,] [added: 4, 2022,] the number of shares outstanding of each of the registrant’s classes of common stock was as follows:

Common Stock, $0.01465 [removed: –] Par Value [removed: 542,569,949] [added: – 546,424,194] shares

Portions of the Proxy Statement for the Annual Meeting of Stockholders to be held January [removed: 25, 2022,] [added: 31, 2023,] are incorporated by reference into Part III, Items 10-14.

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| [Item [removed: 3.](#ic0f1e00f8fa04a87b8ba424679040b3d_28)] [added: 3.](#i2c168482af9c47f6996a00ddc4d87a91_28)] | | | [removed: [LEGAL PROCEEDINGS](#ic0f1e00f8fa04a87b8ba424679040b3d_28)] [added: [Legal Proceedings](#i2c168482af9c47f6996a00ddc4d87a91_28)] | | | [removed: [11](#ic0f1e00f8fa04a87b8ba424679040b3d_28)] [added: [12](#i2c168482af9c47f6996a00ddc4d87a91_28)] | | |

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| [Item [removed: 5.](#ic0f1e00f8fa04a87b8ba424679040b3d_40)] [added: 5.](#i2c168482af9c47f6996a00ddc4d87a91_40)] | | | [removed: [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS](#ic0f1e00f8fa04a87b8ba424679040b3d_40)[,](#ic0f1e00f8fa04a87b8ba424679040b3d_40) [AND ISSUER PURCHASES OF EQUITY SECURITIES](#ic0f1e00f8fa04a87b8ba424679040b3d_40)] [added: [Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](#i2c168482af9c47f6996a00ddc4d87a91_40)] | | | [removed: [13](#ic0f1e00f8fa04a87b8ba424679040b3d_40)] [added: [14](#i2c168482af9c47f6996a00ddc4d87a91_40)] | | |

| [Item [removed: 6.](#ic0f1e00f8fa04a87b8ba424679040b3d_43)] [added: 6.](#i2c168482af9c47f6996a00ddc4d87a91_43)] | | | [removed: [RESERVED](#ic0f1e00f8fa04a87b8ba424679040b3d_43)] [added: [Reserved](#i2c168482af9c47f6996a00ddc4d87a91_43)] | | | [removed: [14](#ic0f1e00f8fa04a87b8ba424679040b3d_43)] [added: [15](#i2c168482af9c47f6996a00ddc4d87a91_43)] | | |

| [Item [removed: 7.](#ic0f1e00f8fa04a87b8ba424679040b3d_46)] [added: 7.](#i2c168482af9c47f6996a00ddc4d87a91_46)] | | | [removed: [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](#ic0f1e00f8fa04a87b8ba424679040b3d_46)] [added: [M](#i2c168482af9c47f6996a00ddc4d87a91_46)[a](#i2c168482af9c47f6996a00ddc4d87a91_46)[nagement's Discussion and Analysis of Financial Condition and R](#i2c168482af9c47f6996a00ddc4d87a91_46)[esults of Operation](#i2c168482af9c47f6996a00ddc4d87a91_46)[s](#i2c168482af9c47f6996a00ddc4d87a91_46)] | | | [removed: [14](#ic0f1e00f8fa04a87b8ba424679040b3d_46)] [added: [15](#i2c168482af9c47f6996a00ddc4d87a91_46)] | | |

| [Item [removed: 7A.](#ic0f1e00f8fa04a87b8ba424679040b3d_61)] [added: 7A.](#i2c168482af9c47f6996a00ddc4d87a91_61)] | | | [removed: [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](#ic0f1e00f8fa04a87b8ba424679040b3d_61)] [added: [Quantitative and Qualitative Disclosures About Market Risk](#i2c168482af9c47f6996a00ddc4d87a91_61)] | | | [removed: [27](#ic0f1e00f8fa04a87b8ba424679040b3d_61)] [added: [29](#i2c168482af9c47f6996a00ddc4d87a91_61)] | | |

| [Item [removed: 8.](#ic0f1e00f8fa04a87b8ba424679040b3d_64)] [added: 8.](#i2c168482af9c47f6996a00ddc4d87a91_64)] | | | [removed: [FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA](#ic0f1e00f8fa04a87b8ba424679040b3d_64)] [added: [F](#i2c168482af9c47f6996a00ddc4d87a91_64)[inancial Statements and Supplemental Data](#i2c168482af9c47f6996a00ddc4d87a91_64)] | | | [removed: [27](#ic0f1e00f8fa04a87b8ba424679040b3d_64)] [added: [30](#i2c168482af9c47f6996a00ddc4d87a91_64)] | | |

| [Item [removed: 9.](#ic0f1e00f8fa04a87b8ba424679040b3d_157)] [added: 9.](#i2c168482af9c47f6996a00ddc4d87a91_145)] | | | [removed: [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE](#ic0f1e00f8fa04a87b8ba424679040b3d_157)] [added: [C](#i2c168482af9c47f6996a00ddc4d87a91_145)[hanges in and Disagreements with Accountants on Accounting and Financial Disclosure](#i2c168482af9c47f6996a00ddc4d87a91_145)] | | | [removed: [65](#ic0f1e00f8fa04a87b8ba424679040b3d_157)] [added: [66](#i2c168482af9c47f6996a00ddc4d87a91_145)] | | |

| [Item [removed: 9A.](#ic0f1e00f8fa04a87b8ba424679040b3d_160)] [added: 9A.](#i2c168482af9c47f6996a00ddc4d87a91_148)] | | | [removed: [CONTROLS AND PROCEDURES](#ic0f1e00f8fa04a87b8ba424679040b3d_160)] [added: [Controls and Procedures](#i2c168482af9c47f6996a00ddc4d87a91_148)] | | | [removed: [66](#ic0f1e00f8fa04a87b8ba424679040b3d_160)] [added: [66](#i2c168482af9c47f6996a00ddc4d87a91_148)] | | |

| [Item [removed: 9B.](#ic0f1e00f8fa04a87b8ba424679040b3d_163)] [added: 9B.](#i2c168482af9c47f6996a00ddc4d87a91_151)] | | | [removed: [OTHER INFORMATION](#ic0f1e00f8fa04a87b8ba424679040b3d_163)] [added: [Other Information](#i2c168482af9c47f6996a00ddc4d87a91_151)] | | | [removed: [66](#ic0f1e00f8fa04a87b8ba424679040b3d_163)] [added: [67](#i2c168482af9c47f6996a00ddc4d87a91_151)] | | |

| [Item [removed: 10.](#ic0f1e00f8fa04a87b8ba424679040b3d_169)] [added: 10.](#i2c168482af9c47f6996a00ddc4d87a91_160)] | | | [removed: [DIRECTORS, EXECUTIVE OFFICERS](#ic0f1e00f8fa04a87b8ba424679040b3d_169)[,](#ic0f1e00f8fa04a87b8ba424679040b3d_169) [AND CORPORATE GOVERNANCE](#ic0f1e00f8fa04a87b8ba424679040b3d_169)] [added: [D](#i2c168482af9c47f6996a00ddc4d87a91_160)[irectors, Executive Officers, and Corporate Governance](#i2c168482af9c47f6996a00ddc4d87a91_160)] | | | [removed: [66](#ic0f1e00f8fa04a87b8ba424679040b3d_169)] [added: [67](#i2c168482af9c47f6996a00ddc4d87a91_160)] | | |

| [Item [removed: 11.](#ic0f1e00f8fa04a87b8ba424679040b3d_172)] [added: 11.](#i2c168482af9c47f6996a00ddc4d87a91_163)] | | | [removed: [EXECUTIVE COMPENSATION](#ic0f1e00f8fa04a87b8ba424679040b3d_172)] [added: [Executive Compensation](#i2c168482af9c47f6996a00ddc4d87a91_163)] | | | [removed: [66](#ic0f1e00f8fa04a87b8ba424679040b3d_172)] [added: [67](#i2c168482af9c47f6996a00ddc4d87a91_163)] | | |

| [Item [removed: 12.](#ic0f1e00f8fa04a87b8ba424679040b3d_175)] [added: 12.](#i2c168482af9c47f6996a00ddc4d87a91_166)] | | | [removed: [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS](#ic0f1e00f8fa04a87b8ba424679040b3d_175)] [added: [S](#i2c168482af9c47f6996a00ddc4d87a91_166)[ecurity Ownership of Certain Be](#i2c168482af9c47f6996a00ddc4d87a91_166)[neficial Owners and Management and R](#i2c168482af9c47f6996a00ddc4d87a91_166)[elated S](#i2c168482af9c47f6996a00ddc4d87a91_166)[t](#i2c168482af9c47f6996a00ddc4d87a91_166)[ockholder Matters](#i2c168482af9c47f6996a00ddc4d87a91_166)] | | | [removed: [67](#ic0f1e00f8fa04a87b8ba424679040b3d_175)] [added: [68](#i2c168482af9c47f6996a00ddc4d87a91_166)] | | |

| [Item [removed: 13.](#ic0f1e00f8fa04a87b8ba424679040b3d_178)] [added: 13.](#i2c168482af9c47f6996a00ddc4d87a91_169)] | | | [removed: [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE](#ic0f1e00f8fa04a87b8ba424679040b3d_178)] [added: [C](#i2c168482af9c47f6996a00ddc4d87a91_169)[ertain Relationships and Related Transactions, and](#i2c168482af9c47f6996a00ddc4d87a91_169) [Director Independence](#i2c168482af9c47f6996a00ddc4d87a91_169)] | | | [removed: [67](#ic0f1e00f8fa04a87b8ba424679040b3d_178)] [added: [68](#i2c168482af9c47f6996a00ddc4d87a91_169)] | | |

| [PART I](#i2c168482af9c47f6996a00ddc4d87a91_13) | | | | | | | | |

| [Item 1.](#i2c168482af9c47f6996a00ddc4d87a91_13) | | | [B](#i2c168482af9c47f6996a00ddc4d87a91_13)[usiness](#i2c168482af9c47f6996a00ddc4d87a91_13) | | | [3](#i2c168482af9c47f6996a00ddc4d87a91_13) | | |

| [Item 1B.](#i2c168482af9c47f6996a00ddc4d87a91_22) | | | [U](#i2c168482af9c47f6996a00ddc4d87a91_22)[nresolved Staff](#i2c168482af9c47f6996a00ddc4d87a91_22) [](#i2c168482af9c47f6996a00ddc4d87a91_22)[C](#i2c168482af9c47f6996a00ddc4d87a91_22)omments | | | [11](#i2c168482af9c47f6996a00ddc4d87a91_22) | | |

| [PART II](#i2c168482af9c47f6996a00ddc4d87a91_37) | | | | | | | | |

| [Item 9C.](#i2c168482af9c47f6996a00ddc4d87a91_154) | | | [D](#i2c168482af9c47f6996a00ddc4d87a91_154)[is](#i2c168482af9c47f6996a00ddc4d87a91_154)[closure R](#i2c168482af9c47f6996a00ddc4d87a91_154)[egarding Foreign Jurisdictions that Pr](#i2c168482af9c47f6996a00ddc4d87a91_154)[event In](#i2c168482af9c47f6996a00ddc4d87a91_154)[s](#i2c168482af9c47f6996a00ddc4d87a91_154)[p](#i2c168482af9c47f6996a00ddc4d87a91_154)[e](#i2c168482af9c47f6996a00ddc4d87a91_154)[c](#i2c168482af9c47f6996a00ddc4d87a91_154)[tions](#i2c168482af9c47f6996a00ddc4d87a91_154) | | | [67](#i2c168482af9c47f6996a00ddc4d87a91_154) | | |

| [PART III](#i2c168482af9c47f6996a00ddc4d87a91_157) | | | | | | | | |

| [Item 14.](#i2c168482af9c47f6996a00ddc4d87a91_172) | | | [P](#i2c168482af9c47f6996a00ddc4d87a91_172)[rinci](#i2c168482af9c47f6996a00ddc4d87a91_172)[pal Accountant Fees and Services](#i2c168482af9c47f6996a00ddc4d87a91_172) | | | [68](#i2c168482af9c47f6996a00ddc4d87a91_172) | | |

| [PART IV](#i2c168482af9c47f6996a00ddc4d87a91_175) | | | | | | | | |

| [Item 15.](#i2c168482af9c47f6996a00ddc4d87a91_178) | | | [E](#i2c168482af9c47f6996a00ddc4d87a91_178)[xhibits and Financial Stateme](#i2c168482af9c47f6996a00ddc4d87a91_178)[n](#i2c168482af9c47f6996a00ddc4d87a91_178)[t](#i2c168482af9c47f6996a00ddc4d87a91_178) [Schedules](#i2c168482af9c47f6996a00ddc4d87a91_178) | | | [69](#i2c168482af9c47f6996a00ddc4d87a91_178) | | |

| [Item 16.](#i2c168482af9c47f6996a00ddc4d87a91_181) | | | [F](#i2c168482af9c47f6996a00ddc4d87a91_181)[orm](#i2c168482af9c47f6996a00ddc4d87a91_181) [10-K S](#i2c168482af9c47f6996a00ddc4d87a91_181)ummary | | | [71](#i2c168482af9c47f6996a00ddc4d87a91_181) | | |

| [SIGNATURES](#i2c168482af9c47f6996a00ddc4d87a91_184) | | | | | | [72](#i2c168482af9c47f6996a00ddc4d87a91_184) | | |

| | | | | | | | | |

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

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

| [Item 1.](#ic0f1e00f8fa04a87b8ba424679040b3d_13) | | | [BUSINESS](#ic0f1e00f8fa04a87b8ba424679040b3d_13) | | | [3](#ic0f1e00f8fa04a87b8ba424679040b3d_13) | | |

| [Item 1B.](#ic0f1e00f8fa04a87b8ba424679040b3d_22) | | | [UNRESOLVED STAFF COMMENTS](#ic0f1e00f8fa04a87b8ba424679040b3d_22) | | | [11](#ic0f1e00f8fa04a87b8ba424679040b3d_22) | | |

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

| [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) | | | | | | | | |

| [Item 14.](#ic0f1e00f8fa04a87b8ba424679040b3d_181) | | | [PRINCIPAL ACCOUNTING FEES AND SERVICES](#ic0f1e00f8fa04a87b8ba424679040b3d_181) | | | [67](#ic0f1e00f8fa04a87b8ba424679040b3d_181) | | |

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

| [Item 15.](#ic0f1e00f8fa04a87b8ba424679040b3d_187) | | | [EXHIBITS, FINANCIAL STATEMENT SCHEDULES](#ic0f1e00f8fa04a87b8ba424679040b3d_187) | | | [67](#ic0f1e00f8fa04a87b8ba424679040b3d_187) | | |

| [Item 16.](#ic0f1e00f8fa04a87b8ba424679040b3d_190) | | | [FORM 10-K SUMMARY](#ic0f1e00f8fa04a87b8ba424679040b3d_190) | | | [70](#ic0f1e00f8fa04a87b8ba424679040b3d_190) | | |

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

Leased property is used as needed for [removed: Company] production and sales.

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

| Administrative/Sales/Research | | | | | | [removed: 60] [added: 73] | | | | | | [removed: 6] [added: 12] | | | | | | [removed: 66] [added: 65] | | | | | | 31 | | | | | | [removed: 575] [added: 574] | | | | | | [removed: 738] [added: 755] | | |

These facilities are reflected in the [removed: principle] [added: principal] segment for presentation purposes.

The Company has various processing plants, warehouses and operational facilities, mainly located in the U.S. The Company maintains a national sales force through strategic placement of sales offices across the U.S. Properties are also maintained internationally to support global processing and sales.

| Production Facilities | | | | | | 5,339 | | | | | | 2,768 | | | | | | 2,007 | | | | | | 1,270 | | | | | | — | | | | | | 11,384 | | |

| Warehouse/Distribution Centers | | | | | | 724 | | | | | | 1,555 | | | | | | 149 | | | | | | 33 | | | | | | — | | | | | | 2,461 | | |

| Live Production | | | | | | 829 | | | | | | — | | | | | | 281 | | | | | | — | | | | | | — | | | | | | 1,110 | | |

| Total | | | | | | 6,965 | | | | | | 4,335 | | | | | | 2,502 | | | | | | 1,334 | | | | | | 574 | | | | | | 15,710 | | |

The Company has various processing plants, warehouses and operational facilities, mainly located in the United States.

The Company maintains a national sales force through strategic placement of sales offices throughout the United States.

Properties are also maintained internationally to support global processing and sales.

| 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 | | |

| 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.

| James P. Snee | | | | | | [removed: 54] [added: 55] | | | | | | Chairman of the Board, President and Chief Executive Officer | | | | | | 11/20/17 to Present | | |

| | | | | | | | | | | | | President [removed: &] [added: and] Chief Executive Officer [added: (MegaMex)] | | | | | | [removed: 10/31/16] [added: 10/28/13] to [removed: 11/19/17] [added: 04/29/18] | | |

| [removed: James N. Sheehan] [added: Jacinth C. Smiley] | | | | | | [removed: 66] [added: 54] | | | | | | Executive Vice President and Chief Financial Officer | | | | | | [removed: 01/29/19] [added: 01/01/22] to Present | | |

| | | | | | | | | | | | | [removed: Senior] Vice President and Chief [removed: Financial Officer] [added: Accounting Officer, LyondellBasell] | | | | | | [removed: 10/31/16] [added: 04/01/18] to [removed: 01/28/19] [added: 04/04/21] | | |

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

| Deanna T. Brady | | | | | | [removed: 56] [added: 57] | | | | | | Executive Vice President [removed: (Refrigerated Foods)] [added: (Retail)] | | | | | | [removed: 10/28/19] [added: 10/31/22] to Present | | |

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

| [removed: PJ Connor] | | | | | | [removed: 52] | | | | | | Group Vice President/President Consumer Product Sales | | | | | | 10/28/19 to [removed: Present] [added: 10/30/22] | | |

| [removed: Jeffery R. Frank] | | | | | | [removed: 45] | | | | | | Group Vice President (Grocery Products) | | | | | | 11/01/21 to [removed: Present] [added: 10/30/22] | | |

| Steven J. Lykken | | | | | | [removed: 51] [added: 52] | | | | | | Group Vice President (Jennie-O Turkey Store, Inc.) | | | | | | 03/22/21 to Present | | |

| Swen Neufeldt | | | | | | [removed: 48] [added: 49] | | | | | | Group Vice President (Hormel Foods International Corporation) | | | | | | 06/29/20 to Present | | |

| [removed: Janet L. Hogan] [added: Katherine M. Losness-Larson] | | | | | | 57 | | | | | | Senior Vice President (Human Resources) | | | | | | [removed: 03/28/17] [added: 10/31/22] to Present | | |

| | | | | | | | | | [added: Director of Human Resources] | | | [removed: Vice President (Human Resources)] | | | [added: 10/29/18 to 10/30/22] | | | [removed: 01/18/17 to 03/27/17] | | |

| Pierre M. Lilly | | | | | | [removed: 50] [added: 51] | | | | | | Senior Vice President and Chief Compliance Officer | | | | | | 10/26/20 to Present | | |

| Lori J. Marco | | | | | | [removed: 54] [added: 55] | | | | | | Senior Vice President (External Affairs) and General Counsel | | | | | | 03/30/15 to Present | | |

| Kevin L. Myers, Ph.D. | | | | | | [removed: 56] [added: 57] | | | | | | Senior Vice President (Research and Development, Quality Control) | | | | | | 03/30/15 to Present | | |

| Wendy A. Watkins | | | | | | [removed: 55] [added: 56] | | | | | | Senior Vice President and Chief Communications Officer | | | | | | 11/01/21 to Present | | |

| [removed: Jana L. Haynes] [added: Paul R. Kuehneman] | | | | | | [removed: 49] [added: 51] | | | | | | Vice President and Controller | | | | | | [removed: 05/30/16] [added: 02/18/22] to Present | | |

| [removed: Gary L. Jamison] [added: Florence Makope] | | | | | | [removed: 56] [added: 47] | | | | | | Vice President and Treasurer | | | | | | [removed: 05/30/16] [added: 07/25/22] to Present | | |

| | | | | | | | | | | | | Executive Vice President (Refrigerated Foods) | | | | | | 10/28/19 to 10/30/22 | | |

| Patrick J. Connor | | | | | | 53 | | | | | | Group Vice President (Retail Sales) | | | | | | 10/31/22 to Present | | |

| Jeffery R. Frank | | | | | | 46 | | | | | | Group Vice President (Retail Marketing) | | | | | | 10/31/22 to Present | | |

| Mark J. Ourada | | | | | | 57 | | | | | | Group Vice President (Foodservice) | | | | | | 03/05/18 to Present | | |

| | | | | | | | | | | | | Vice President (Foodservice Sales) | | | | | | 10/28/13 to 03/04/18 | | |

| | | | | | | | | | | | | Director of Organizational Development | | | | | | 03/17/14 to 10/28/18 | | |

| | | | | | | | | | | | | Assistant Controller | | | | | | 01/04/21 to 02/17/22 | | |

| | | | | | | | | | | | | Vice President and CFO (Jennie-O Turkey Store) | | | | | | 05/30/16 to 01/03/21 | | |

| | | | | | | | | | | | | Director of Strategy Deployment, Oshkosh Corporation | | | | | | 06/27/21 to 07/01/22 | | |

| | | | | | | | | | | | | Director of International Finance, Oshkosh Corporation | | | | | | 03/25/20 to 06/26/21 | | |

| | | | | | | | | | | | | Treasurer, Plexus Corp. | | | | | | 11/19/17 to 03/27/20 | | |

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

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

| Jacinth C. Smiley | | | | | | 53 | | | | | | Executive Vice President and Chief Financial Officer | | | | | | Effective 01/01/2022 | | |

| | | | | | | | | | | | | Vice President and Chief Accounting Officer, LyondellBasell, a multinational chemical company | | | | | | 04/01/18 to 04/04/21 | | |

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

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

| | | | | | | | | | | | | President & Chief Executive Officer (MegaMex) | | | | | | 10/28/13 to 04/29/18 | | |

| Luis G. Marconi | | | | | | 55 | | | | | | Group Vice President (Grocery Products) | | | | | | 10/31/16 to Present | | |

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

| | | | | | | | | | | | | Senior Vice President (Human Resources), ProQuest LLC | | | | | | 10/10/16 to 01/17/17 | | |

There are approximately [removed: 12,300] [added: 10,000] record stockholders and [removed: 186,000] [added: 230,000] stockholders whose shares are held in street name by brokerage firms and financial institutions.

| Fourth Quarter Ended October [removed: 31, 2021] [added: 30, 2022] | | | | | | | | | | | | | | | | | | | | | | | |

| Period | | | Total Number of Shares [removed: Purchased1] [added: Purchased(1)] | | | | | | Average Price Paid Per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or [removed: Programs1] [added: Programs(1)] | | | | | | Maximum Number of Shares that May Yet be Purchased Under the Plans or [removed: Programs1] [added: Programs(1)] | | |

| September [removed: 27, 2021] [added: 5, 2022] - October [removed: 31, 2021] [added: 2, 2022] | | | [removed: 252,100] [added: —] | | | | | | [removed: $] [added: —] | [removed: 40.88] | | | | | [removed: 252,100] [added: —] | | | | | | 3,987,494 | | |

[removed: 1] [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: 373] [added: 377] consecutive quarters.

The annual dividend rate for fiscal [removed: 2022 was increased 6 percent] [added: 2023 will increase] to [removed: $1.04] [added: $1.10] per share, representing the [removed: 56th] [added: 57th] 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: 31, 2021.][added: 30, 2022.]

The graph assumes $100 was invested in each, as of the market close on October [removed: 31, 2016.][added: 30, 2017.]

[removed: ][added: ]

| August 1, 2022 - September 4, 2022 | | | — | | | | | | $ | — | | | | | — | | | | | | 3,987,494 | | |

| October 3, 2022 - October 30, 2022 | | | — | | | | | | — | | | | | | — | | | | | | 3,987,494 | | |

| Total | | | — | | | | | | | | | | | | — | | | | | | | | |

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

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

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

[removed: On June 7, 2021,] [added: The increase in goodwill during fiscal 2021 reflects] the [removed: Company acquired] [added: acquisition of] the *Planters®* snack nuts business.

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: 31, 2021.][added: 30, 2022.]

Our internal control over financial reporting as of October [removed: 31, 2021,] [added: 30, 2022,] 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 | | | | | | /s/ [removed: James N. Sheehan] [added: Jacinth C. Smiley] | | |

We have audited Hormel Foods Corporation’s internal control over financial reporting as of October [removed: 31, 2021,] [added: 30, 2022,] based on criteria established in Internal 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: 31, 2021,] [added: 30, 2022,] 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: 31, 2021] [added: 30, 2022] and October [removed: 25, 2020,] [added: 31, 2021,] 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: 31, 2021] [added: 30, 2022] and the related notes and financial statement schedule listed in the index at Item 15 and our report dated December [removed: 10, 2021] [added: 6, 2022] 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: 31, 2021] [added: 30, 2022] and October [removed: 25, 2020,] [added: 31, 2021,] 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: 31, 2021] [added: 30, 2022] and the related notes and [added: the] 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: 31, 2021] [added: 30, 2022] and October [removed: 25, 2020,] [added: 31, 2021,] and the results of its operations and its cash flows for each of the three years in the period ended October [removed: 31, 2021,] [added: 30, 2022,] 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: 31, 2021,] [added: 30, 2022,] 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: 10, 2021] [added: 6, 2022] expressed an unqualified opinion thereon.

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

Critical Audit [removed: Matters][added: Matter]

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

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

| *Description of the Matter* | | | At October [removed: 31, 2021,] [added: 30, 2022,] the Company had [removed: $1.7] [added: $1.2] billion in plan assets related to the defined benefit pension plans. Approximately [removed: 55%] [added: 61%] of the total pension assets are in private equity funds, real estate – domestic funds, global stocks – collective investment funds, hedge funds, fixed income – hedge funds, and fixed income – collective investment funds. These types of investments are referred to as “alternative investments.” As documented in Note [removed: F] [added: G] of the financial statements, these alternative investments are valued at net asset value (NAV) or are valued using significant unobservable inputs. | | | | | | | | | | | |

| | | | | | | October [removed: 31,] [added: 30,] | | | | | | October [added: 31, | | | | | | October] 25, | | |

| [removed: (in] [added: *In] thousands, except [removed: share and] per share [removed: amounts)] [added: amounts*] | | | | | | [removed: 2021] [added: 2022] | | | | | | [added: 2021 | | | | | |] 2020 | | |

| Cash and Cash Equivalents [removed: |] [added: at Beginning of Year] | | | | | [removed: $] | 613,530 | | | | | [removed: $] | 1,714,309 | | [added: | | | | 672,901 | | |]

| Short-term Marketable Securities | | | | | | [removed: 21,162] [added: 16,149] | | | | | | [removed: 17,338] [added: 21,162] | | |

| Accounts Receivable (Net of Allowance for Doubtful Accounts of [removed: $4,033] [added: $3,507] at October [removed: 31, 2021,] [added: 30, 2022,] and [removed: $4,012] [added: $4,033] at October [removed: 25, 2020)] [added: 31, 2021)] | | | | | | [removed: 895,719] [added: 867,593] | | | | | | [removed: 702,419] [added: 895,719] | | |

| Inventories | | | | | | [removed: 1,369,198] [added: 1,716,059] | | | | | | [removed: 1,072,762] [added: 1,369,198] | | |

| Taxes Receivable | | | | | | [removed: 8,293] [added: 7,177] | | | | | | [removed: 41,449] [added: 8,293] | | |

| Total Current Assets | | | | | | [removed: 2,947,816] [added: 3,637,125] | | | | | | [removed: 3,579,063] [added: 2,947,816] | | |

| Goodwill | | | | | | [removed: 4,929,102] [added: 4,925,829] | | | | | | [removed: 2,612,727] [added: 4,929,102] | | |

| Other Intangibles | | | | | | [removed: 1,822,273] [added: 1,803,027] | | | | | | [removed: 1,076,285] [added: 1,822,273] | | |

| Pension Assets | | | | | | [removed: 289,096] [added: 245,566] | | | | | | [removed: 183,232] [added: 289,096] | | |

| Investments In and Receivables from Affiliates | | | | | | [removed: 299,019] [added: 271,058] | | | | | | [removed: 308,372] [added: 299,019] | | |

| Other Assets | | | | | | [removed: 299,907] [added: 283,169] | | | | | | [removed: 250,382] [added: 299,907] | | |

| Land | | | | | | [removed: 72,133] [added: 74,303] | | | | | | [removed: 62,543] [added: 72,133] | | |

| Buildings | | | | | | [removed: 1,332,881] [added: 1,398,255] | | | | | | [removed: 1,250,529] [added: 1,332,881] | | |

| Equipment | | | | | | [removed: 2,415,063] [added: 2,636,660] | | | | | | [removed: 2,084,930] [added: 2,415,063] | | |

| Construction in Progress | | | | | | [removed: 316,455] [added: 216,246] | | | | | | [removed: 369,453] [added: 316,455] | | |

| Less: Allowance for Depreciation | | | | | | [removed: (2,027,414)] [added: (2,184,319)] | | | | | | [removed: (1,869,233)] [added: (2,027,414)] | | |

| Net Property, Plant, and Equipment | | | | | | [removed: 2,109,117] [added: 2,141,146] | | | | | | [removed: 1,898,222] [added: 2,109,117] | | |

| Total Assets | | | | | | $ | [removed: 12,696,329] [added: 13,306,919] | | | | | $ | [removed: 9,908,282] [added: 12,696,329] | |

| [removed: Current] Liabilities | | | | | | | | | | | | | | |

| Accounts Payable | | | | | | $ | [removed: 793,310] [added: 816,604] | | | | | $ | [removed: 644,609] [added: 793,310] | |

| Accrued Expenses | | | | | | [removed: 51,192] [added: 58,801] | | | | | | [removed: 59,136] [added: 51,192] | | |

| Accrued Marketing Expenses | | | | | | [removed: 114,746] [added: 113,105] | | | | | | [removed: 108,502] [added: 114,746] | | |

| Taxes Payable | | | | | | [removed: 23,520] [added: 32,925] | | | | | | [removed: 22,480] [added: 23,520] | | |

December 6, 2022

December 6, 2022

| | | | | | | October 30, | | | | | | October 31, | | |

| *In thousands, except share and per share amounts* | | | | | | 2022 | | | | | | 2021 | | |

| Cash and Cash Equivalents | | | | | | $ | 982,107 | | | | | $ | 613,530 | |

| Prepaid Expenses and Other Current Assets | | | | | | 48,041 | | | | | | 39,914 | | |

| Employee Related Expenses | | | | | | 279,072 | | | | | | 269,327 | | |

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

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

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

| Net Earnings | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 999,987 | | | | | | | | | | | | 239 | | | | | | 1,000,226 | | |

| Other Comprehensive Income (Loss) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 21,708 | | | | | | (782) | | | | | | 20,927 | | |

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

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

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

| Declared Dividends — $1.04 per Share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,475 | | | | | | (568,482) | | | | | | | | | | | | | | | | | | (567,007) | | |

| Balance at October 30, 2022 | | | | | | 546,237 | | | | | | $ | 8,002 | | | | | — | | | | | | $ | — | | | | | $ | 469,468 | | | | | $ | 7,313,374 | | | | | $ | (255,561) | | | | | $ | 4,936 | | | | | $ | 7,540,219 | |

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

| | | | | | | October 30, | | | | | | October 31, | | | | | | October 25, | | |

| Net Earnings | | | | | | $ | 1,000,226 | | | | | $ | 909,140 | | | | | $ | 908,354 | |

Goodwill is the residual after allocating the purchase price to net assets acquired.

The cash flow impacts from the derivative instruments are primarily included in Operating Activities on the Consolidated Statements of Cash Flows.

of its equity investments in fiscal years 2022, 2021, or 2020.

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

*Fiscal 2022*

The acquisition contributed $1.0 billion and $410.8 million of net sales during fiscal 2022 and fiscal 2021, respectively.

| Balance at October 30, 2022 | | | | | | $ | 2,398,354 | | | | | $ | 2,094,421 | | | | | $ | 176,628 | | | | | $ | 256,427 | | | | | $ | 4,925,829 | |

| | | | | | | October 30, | | | | | | October 31, | | |

| *In thousands* | | | | | | 2022 | | | | | | 2021 | | |

| | | | October 30, 2022 | | | | | | October 31, 2021 | | | | | |

| Total | | | $ | 238,016 | | $ | (93,764) | | $ | 239,016 | | $ | (75,471) | |

| 2022 | | | | | | $ | 19,274 | |

| 2023 | | | | | | $ | 18,320 | |

| 2024 | | | | | | 16,331 | | |

| 2025 | | | | | | 14,628 | | |

| 2026 | | | | | | 14,172 | | |

| 2027 | | | | | | 13,940 | | |

| *In thousands* | | | Segment | | | | | | Fiscal Year Ended | | | | | | | | | | | | | | |

If the requirements of hedge accounting are no longer met, hedge accounting is discontinued immediately and any future changes to fair value are recorded directly through earnings.

of Products Sold, in the periods in which the hedged transactions affect earnings.

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 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. | | | | | | | | | | | |

| Current Assets | | | | | | | | | | | | | | |

| Prepaid Expenses | | | | | | 24,971 | | | | | | 18,349 | | |

| Other Current Assets | | | | | | 14,943 | | | | | | 12,438 | | |

| Accrued Workers Compensation | | | | | | 27,350 | | | | | | 25,070 | | |

| Employee Related Expenses | | | | | | 241,977 | | | | | | 252,845 | | |

| Other Income and Expense: | | | | | | | | | | | | | | | | | | | | |

| Balance at October 28, 2018 | | | | | | 534,135 | | | | | | $ | 7,825 | | | | | — | | | | | | $ | — | | | | | $ | 106,528 | | | | | $ | 5,729,956 | | | | | $ | (243,498) | | | | | $ | 4,007 | | | | | $ | 5,604,818 | |

| Net Earnings | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 978,806 | | | | | | | | | | | | 342 | | | | | | 979,148 | | |

| Other Comprehensive Income (Loss) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (102,203) | | | | | | (272) | | | | | | (102,475) | | |

| Purchases of Common Stock | | | | | | | | | | | | | | | | | | (4,309) | | | | | | (174,246) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (174,246) | | |

| Shares Retired | | | | | | (4,309) | | | | | | (63) | | | | | | 4,309 | | | | | | 174,246 | | | | | | (1,287) | | | | | | (172,896) | | | | | | | | | | | | | | | | | | — | | |

| Cumulative Effect Adjustment from the Adoption of: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| ASU 2016-16 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (10,475) | | | | | | | | | | | | | | | | | | (10,475) | | |

| ASU 2017-12 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 21 | | | | | | (21) | | | | | | | | | | | | — | | |

| ASU 2018-02 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 52,342 | | | | | | (53,778) | | | | | | | | | | | | (1,436) | | |

| Declared Cash Dividends — $0.84 per Share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (449,547) | | | | | | | | | | | | | | | | | | (449,547) | | |

| Gain on Sale of Business | | | | | | — | | | | | | — | | | | | | (16,469) | | |

| Proceeds from Sale of Business | | | | | | — | | | | | | — | | | | | | 479,806 | | |

| Cash and Cash Equivalents at Beginning of Year | | | | | | 1,714,309 | | | | | | 672,901 | | | | | | 459,136 | | |

These estimates and assumptions take into account historical and forward looking factors, including but not limited to the potential impacts arising from COVID-19 and related public and private sector policies and initiatives.

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 fiscal 2019, the Company elected to quantitatively test two indefinite-lived intangible assets and to perform a qualitative assessment for the remaining assets.

No impairment charges were recorded as a result of the qualitative and quantitative testing during fiscal years 2020 and 2019.

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

For transition purposes, the

*Fiscal 2019*

In May 2014, the FASB issued ASU 2014-09*, Revenue from Contracts with Customers (Topic 606).* This topic converges the guidance within U.S. GAAP and international financial reporting standards and supersedes ASC 605, Revenue Recognition.

The standard requires companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the Company expects to be entitled in exchange for those goods or services.

Management's report on the Company's internal control over financial reporting is included on page [removed: 30] [added: [30](#i2c168482af9c47f6996a00ddc4d87a91_67)] 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 [removed: 31] [added: [31](#i2c168482af9c47f6996a00ddc4d87a91_70)] of this report.

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: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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: 25, 2022,] [added: 31, 2023,] 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: 25, 2022,] [added: 31, 2023,] is incorporated herein by reference.

Information regarding the Company's equity compensation plans as of October [removed: 31, 2021,] [added: 30, 2022,] is presented below:

| Plan Category | | | | | | Number [removed: of Securities] [added: of Securities] to [removed: be Issued Upon Exercise of Outstanding Options, Warrants and Rights] [added: be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1)] | | | | | | Weighted-Average Exercise Price of Outstanding Options, Warrants and [removed: Rights] [added: Rights(2)] | | | | | | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | | |

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: 25, 2022,] [added: 31, 2023,] is incorporated herein by reference.

| Equity Compensation Plans Approved by Security Holders | | | | | | 16,953,461 | | | | | | $36.85 | | | | | | 11,140,087 | | |

| Total | | | | | | 16,953,461 | | | | | | $36.85 | | | | | | 11,140,087 | | |

(1) Includes 16,130,380 stock options, 680,836 restricted stock units, 37,356 restricted shares and 104,889 deferred stock units.

(2) Only includes the weighted-average exercise price of outstanding stock options.

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

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

Information under “Related Party Transactions” and “Board Independence” in the definitive proxy statement for the Annual Meeting of Stockholders to be held January [removed: 25, 2022,] [added: 31, 2023,] 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: 25, 2022,] [added: 31, 2023,] is incorporated herein by reference.

The following consolidated financial statements of Hormel Foods Corporation for the fiscal year ended October [removed: 31, 2021,] [added: 30, 2022,] are filed as part of this report:

Consolidated Statements of Financial Position–October [removed: 31, 2021,] [added: 30, 2022,] and October [removed: 25, 2020.][added: 31, 2021.]

Consolidated Statements of Operations–Fiscal Years Ended October [added: 30, 2022, October] 31, 2021, [removed: October 25, 2020,] and October [removed: 27, 2019.][added: 25, 2020.]

Consolidated Statements of Comprehensive Income–Fiscal Years Ended October [added: 30, 2022, October] 31, 2021, [removed: October 25, 2020,] and October [removed: 27, 2019.][added: 25, 2020.]

Consolidated Statements of Changes in Shareholders’ Investment–Fiscal Years Ended October [added: 30, 2022, October] 31, 2021, [removed: October 25, 2020,] and October [removed: 27, 2019.][added: 25, 2020.]

Consolidated Statements of Cash Flows–Fiscal Years Ended October [added: 30, 2022, October] 31, 2021, [removed: October 25, 2020,] and October [removed: 27, 2019.][added: 25, 2020.]

Report of Independent Registered Public Accounting [removed: Firm][added: Firm (PCAOB ID: 42)]

Schedule II – Valuation and Qualifying Accounts and Reserves–Fiscal Years Ended October [added: 30, 2022, October] 31, 2021, [removed: October 25, 2020,] and October [removed: 27, 2019.][added: 25, 2020.]

[removed: (in thousands)][added: *In thousands*]

| Fiscal year ended October 31, 2021 Allowance for doubtful accounts receivable | | | | | | [added: $] | [added: 4,012] | | | | | [added: $] | [added: 146] | | | | | [added: $] | [added: (12)] | | [added: (3)] | | | | | | $ | 138 | | (1) | | | | | | [added: $] | [added: 4,033] | |

| Fiscal year ended October 25, 2020 Allowance for doubtful accounts receivable | | | | | | [added: $] | [added: 4,063] | | | | | [added: $] | [added: 339] | | | | | $ | (63) | | (4) | | | | | | $ | 452 | | (1) | | | | | | [added: $] | [added: 4,012] | |

| Fiscal year ended October [removed: 27, 2019] [added: 30, 2022] Allowance for doubtful accounts receivable | | | | | | [added: $] | [added: 4,033] | | | | | [added: $] | [added: (646)] | | | | | [added: $] | [added: —] | | | | | | | | $ | [removed: 121] [added: 31] | | (1) | | | | | | [added: $] | [added: 3,507] | |

| [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 Hormel’s](http://www.sec.gov/Archives/edgar/data/48465/000110465916163147/a16-22026_1ex3d1.htm) [removed: [](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)] [added: [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) | | |

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

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

| [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. $750,000,000 Credit Agreement, dated as of May 6, 2021, among the Company, Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and Issuing Lender, and the lenders identified on the signature pages [removed: 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] [added: thereof. (Incorporated] by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 6, 2021, File No. 001- 02402.)](http://www.sec.gov/Archives/edgar/data/48465/000110465921062462/tm2115305d1_ex10-1.htm) | | |

| [removed: [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)] [added: [21.1](https://www.sec.gov/Archives/edgar/data/48465/000004846522000051/q42022ex211subsidiaries.htm)[(2)](https://www.sec.gov/Archives/edgar/data/48465/000004846522000051/q42022ex211subsidiaries.htm)] | | | | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/48465/000004846521000067/q42021ex211subsidiaries.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/48465/000004846522000051/q42022ex211subsidiaries.htm)] | | |

| [removed: [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)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/48465/000004846522000051/q42022exhibit231eyconsent.htm)[(2)](https://www.sec.gov/Archives/edgar/data/48465/000004846522000051/q42022exhibit231eyconsent.htm)] | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/48465/000004846521000067/q42021exhibit231eyconsent.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/48465/000004846522000051/q42022exhibit231eyconsent.htm)] | | |

| [removed: [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)] [added: [24.1](https://www.sec.gov/Archives/edgar/data/48465/000004846522000051/q42022ex241powerofattorney.htm)[(2)](https://www.sec.gov/Archives/edgar/data/48465/000004846522000051/q42022ex241powerofattorney.htm)] | | | | | | [Power of [removed: Attorney.](https://www.sec.gov/Archives/edgar/data/48465/000004846521000067/q42021ex241powerofattorney.htm)] [added: Attorney.](https://www.sec.gov/Archives/edgar/data/48465/000004846522000051/q42022ex241powerofattorney.htm)] | | |

| [removed: [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)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/48465/000004846522000051/q42022exhibit311ceosoxcert.htm)[(2)](https://www.sec.gov/Archives/edgar/data/48465/000004846522000051/q42022exhibit311ceosoxcert.htm)] | | | | | | [Certification Required Under Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/48465/000004846521000067/q42021exhibit311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/48465/000004846522000051/q42022exhibit311ceosoxcert.htm)] | | |

| [removed: [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)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/48465/000004846522000051/q42022exhibit312cfosoxcert.htm)[(2)](https://www.sec.gov/Archives/edgar/data/48465/000004846522000051/q42022exhibit312cfosoxcert.htm)] | | | | | | [Certification Required Under Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/48465/000004846521000067/q42021exhibit312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/48465/000004846522000051/q42022exhibit312cfosoxcert.htm)] | | |

| [removed: [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)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/48465/000004846522000051/q42022ex321ceo-cfosoxcert.htm)[(2)](https://www.sec.gov/Archives/edgar/data/48465/000004846522000051/q42022ex321ceo-cfosoxcert.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/48465/000004846521000067/q42021exhibit321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/48465/000004846522000051/q42022ex321ceo-cfosoxcert.htm)] | | |

| 101(2) | | | | | | The following financial statements from the Company's Annual Report on Form 10-K for the fiscal year ended October [removed: 31, 2021,] [added: 30, 2022,] 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: 31, 2021,] [added: 30, 2022,] formatted in Inline XBRL (included as Exhibit 101). | | |

| | | | | | | | | | | | | | | | | | | | | | | | | (151) | | | (2) | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | (25) | | | (2) | | | | | | | | | | | |

| | | | | | | | | | | | | | | | 12 | | | (5) | | | | | | (113) | | | (2) | | | | | | | | | | | |

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

| | | | $ | 4,063 | | | | | $ | 339 | | | | | 12 | | | (5) | | | | | | (113) | | | (2) | | | | | | $ | 4,012 | | | | |

| | | | $ | 4,051 | | | | | $ | (382) | | | | | | | | | | | | | | (515) | | | (2) | | | | | | $ | 4,063 | | | | |

| | | | | | | | | |

| [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) | | |

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

| | | | By: | | | /s/ JAMES P. SNEE | | | December [removed: 10, 2021 | | |] [added: 6, 2022] | | |

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

| | | | | | | [added: Chairman of the Board,] President and Chief Executive Officer | | | | | | [removed: | | |]

| [removed: Name | | |] [added: Signature] | | | [removed: Date] | | | [added: Title] | | | [removed: Title] [added: Date] | | |

| /s/ JAMES P. SNEE | | | | | | [removed: 12/10/2021 | | | | | |] Chairman of the Board, President and Chief Executive [added: Officer] | | | [added: 12/6/2022 | | |]

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

| /s/ [removed: JAMES N. SHEEHAN | | | | | | 12/10/2021] [added: JACINTH C. SMILEY] | | | | | | Executive Vice President and Chief Financial Officer | | | [added: 12/6/2022 | | |]

| [removed: JAMES N. SHEEHAN | | | | | |] [added: JACINTH C. SMILEY] | | | | | | (Principal Financial Officer) | | | [added: | | |]

| /s/ [removed: JANA L. HAYNES | | | | | | 12/10/2021] [added: PAUL R. KUEHNEMAN] | | | | | | Vice President and Controller | | | [added: 12/6/2022 | | |]

| [removed: JANA L. HAYNES | | | | | |] [added: PAUL R. KUEHNEMAN] | | | | | | (Principal Accounting Officer) | | | [added: | | |]

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

| /s/ GARY C. BHOJWANI* | | | | | | [removed: 12/10/2021 | | |] [added: Director] | | | [removed: Director] [added: 12/6/2022] | | |

| GARY C. BHOJWANI | | | | | | | | | | | | [removed: | | |]

| /s/ TERRELL K. CREWS* | | | | | | [removed: 12/10/2021 | | |] [added: Director] | | | [removed: Director] [added: 12/6/2022] | | |

| TERRELL K. CREWS | | | | | | | | | | | | [removed: | | |]

| /s/ STEPHEN M. LACY* | | | | | | [removed: 12/10/2021 | | |] [added: Director] | | | [removed: Director] [added: 12/6/2022] | | |

| STEPHEN M. LACY | | | | | | | | | | | | [removed: | | |]

| /s/ ELSA A. MURANO* | | | | | | [removed: 12/10/2021 | | |] [added: Director] | | | [removed: Director] [added: 12/6/2022] | | |

| ELSA A. MURANO | | | | | | | | | | | | [removed: | | |]

| /s/ SUSAN K. NESTEGARD* | | | | | | [removed: 12/10/2021 | | |] [added: Director] | | | [removed: Director] [added: 12/6/2022] | | |

| SUSAN K. NESTEGARD | | | | | | | | | | | | [removed: | | |]

| /s/ WILLIAM A. NEWLANDS* | | | | | | [removed: 12/10/2021 | | |] [added: Director] | | | [removed: Director] [added: 12/6/2022] | | |

| WILLIAM A. NEWLANDS | | | | | | | | | | | | [removed: | | |]

| /s/ CHRISTOPHER J. POLICINSKI* | | | | | | [removed: 12/10/2021 | | |] [added: Director] | | | [removed: Director] [added: 12/6/2022] | | |

| CHRISTOPHER J. POLICINSKI | | | | | | | | | | | | [removed: | | |]

| /s/ JOSE L. PRADO* | | | | | | [removed: 12/10/2021 | | |] [added: Director] | | | [removed: Director] [added: 12/6/2022] | | |

| JOSE L. PRADO | | | | | | | | | | | | [removed: | | |]

| /s/ SALLY J. SMITH* | | | | | | [removed: 12/10/2021 | | |] [added: Director] | | | [removed: Director] [added: 12/6/2022] | | |

| SALLY J. SMITH | | | | | | | | | | | | [removed: | | |]

| /s/ STEVEN A. WHITE* | | | | | | [removed: 12/10/2021 | | |] [added: Director] | | | [removed: Director] [added: 12/6/2022] | | |

| STEVEN A. WHITE | | | | | | | | | | | | [removed: | | |]

| *as Attorney-In-Fact* | | | | | | | | | | | | [removed: | | |]

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| | | | | | | Director | | | | | |

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| *By: /s/ PAUL R. KUEHNEMAN | | | | | | | | | 12/6/2022 | | |

| PAUL R. KUEHNEMAN | | | | | | | | | | | |

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| | | | | | | | | | | | | (Principal Executive Officer) | | |

| PRAMA BHATT | | | | | | | | | | | | | | |

| *By: /s/ JANA L. HAYNES | | | | | | 12/10/2021 | | | | | | | | |

| JANA L. HAYNES | | | | | | | | | | | | | | |