Hormel Foods (HRL) 10-K risk factor changes: FY2023 vs FY2022

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

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

[removed: Further escalation related to the] [added: If this] conflict, [removed: including increased trade barriers] or [removed: restrictions on global trade,] [added: others such as the Israel-Hamas war, escalates further, it] 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 [removed: rates] [added: rates,] or heightened cybersecurity risks, any of which may adversely affect the Company's business.

The Company's goodwill and [removed: indefinite lived] [added: indefinite-lived] intangible assets are initially recorded at fair value and are not amortized, but are reviewed for impairment annually or more frequently if impairment indicators arise.

Additionally, if [removed: another] [added: a] highly pathogenic human disease outbreak developed, [added: such as COVID-19,] it may negatively impact the global economy, demand for Company products, [added: the supply chain, the Company's co-manufacturers,] and/or the Company’s workforce [removed: availability,] [added: availability including leadership,] and the Company’s financial results could suffer.

[removed: The Company’s operations are subject to the general risks associated with acquisitions and divestitures.] The Company has made several [removed: acquisitions] [added: acquisitions, joint ventures, equity investments,] and divestitures in recent years, including the acquisition of the *Planters®* snack nuts business in [added: fiscal 2021 and purchase of a minority interest in Garudafood in fiscal 2023.]

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

[removed: In addition, acquisitions] [added: Acquisitions, joint ventures, or equity investments] outside the [removed: U. S.] [added: U.S.] may [added: also] present unique challenges and increase the Company's exposure to the risks associated with foreign operations.

The Company's level of indebtedness increased significantly to fund the purchase of the *Planters®* snack nuts business and may continue to increase to fund future [removed: acquisitions.][added: acquisitions, joint ventures, or equity investments.]

[removed: Any] [added: Disruptions] of [removed: these disruptions could] [added: third-party providers] have [added: had and may continue to have] an adverse effect on the [removed: Company’s] [added: Company's] financial results.

Cyber incidents are occurring more frequently [added: across U.S. industries] and are being made by groups and individuals with a wide range of motives and expertise.

In addition, the Company is in the midst of [removed: a] multi-year [added: data and technology] transformation [removed: project (Project Orion)] [added: projects] to achieve better analytics, customer service, and process [removed: efficiencies through the use of Oracle Cloud Solutions.][added: efficiencies.]

[removed: This project is] [added: The projects, including modernizing the order-to-cash process, are] expected to improve the efficiency and effectiveness of certain financial and business transaction processes and the underlying systems environment.

[removed: The implementation of the enterprise resource planning system] [added: These implementations are a major undertaking from a financial, management, and personnel perspective and] may prove to be more difficult, costly, or time consuming than expected, and there can be no assurance that [removed: this system] [added: these projects] will be beneficial to the extent anticipated.

Deterioration of labor relations, labor availability or increases in labor costs could harm the Company’s business. As of October [removed: 30, 2022,] [added: 29, 2023,] the Company employed [removed: more than] [added: approximately] 20,000 people worldwide, of which approximately 20 percent were represented by labor unions, principally the United Food and Commercial Workers Union.

Union contracts at [removed: four] [added: two] of the Company's manufacturing facilities, covering approximately [removed: 2,400] [added: 250] employees, will expire during fiscal [removed: 2023.][added: 2024.]

The impact of HPAI has reduced and will continue to reduce production volume in the Company's turkey facilities [removed: at least through the first half of] [added: into] fiscal [removed: 2023.][added: 2024.]

[removed: Jennie-O Turkey Store] [added: The Company] raises turkeys and contracts with turkey growers to meet its raw material requirements for whole birds and processed turkey products.

[removed: Further, failure] [added: 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.

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

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

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

▪Unfavorable economic conditions may lead customers and consumers to delay or reduce purchases of the Company's products.

▪Customer demand for products may not materialize to levels required to achieve the Company's anticipated financial results or may decline as distributors and retailers seek to reduce inventory positions if there is an economic downturn or economic uncertainty in key markets.

During fiscal 2023, an impairment was indicated for the *Justin's®* trade name, resulting in an impairment charge of $28.4 million.

The Company’s operations are subject to the general risks associated with acquisitions, joint ventures, equity investments, and divestitures. The Company regularly reviews opportunities to support the Company’s strategic initiative of delivering long-term value to shareholders through acquisitions, joint ventures, and equity investments and to divest non-strategic assets.

Due to the nature of these arrangements, joint ventures and equity investments involve further risks, including the possibility that the Company is unable to execute business strategies and manage operations given limitations of the Company's control.

Additionally, partners may become bankrupt, make business decisions that are inconsistent with the Company's goals, or block or delay necessary decisions.

During fiscal 2023, an impairment was indicated for the *Justin's®* trade name, resulting in an impairment charge of $28.4 million and the Company recorded a $7.0 million impairment charge related to a corporate venturing investment to recognize a decline in fair value not believed to be temporary.

The Company may not realize the anticipated cost savings or operating efficiencies associated with strategic initiatives. The Company operates in the highly competitive food industry and is subject to volatile cost inputs.

Strategic initiatives are implemented to achieve a profitable cost structure, operate efficiently, better serve customers, and optimize cash flow.

These initiatives may focus on opportunities to improve the procurement, manufacturing, and logistics within the Company’s supply chain as well as general and administrative processes.

A failure or delay in implementing the improvements associated with these strategic initiatives could adversely impact the Company’s results, ability to meet its long-term growth expectations, and ability to fund future initiatives.

The Company began an enterprise transformation and modernization initiative in the second half of fiscal 2023 to provide cost savings and operating efficiencies by fiscal 2026.

If this initiative does not achieve the expected financial impact or is not completed in a timely manner, the Company’s financial results and ability to meet its long-term growth expectations could be adversely impacted.

Continued high-profile data security incidents at other companies evidence an external environment that is becoming increasingly hostile.

Although the Company has programs in place related to business continuity, disaster recovery, and information security initiatives to maintain the confidentiality, integrity, and availability of systems, business applications, and customer information, the Company may not be able to anticipate or implement effective preventive measures against all potential cybersecurity threats, especially because the techniques used change frequently and because attacks can originate from a wide variety of sources, both domestic and foreign.

Cybersecurity risk is increasingly difficult to identify and quantify and cannot be fully mitigated because of the rapidly evolving nature of the threats, targets, and consequences.

Multiple phases of these projects have already been implemented and additional phases are expected to be implemented in the upcoming years.

The impact of global climate change may increase these risks due to changes in weather or migratory patterns which may result in certain types of diseases occurring more frequently or with more intense effects.

HPAI was detected within the Company's turkey supply chain during the fourth quarter of fiscal 2023 and first quarter of fiscal 2024.

The Company has developed and publicly announced goals to reduce its impact on the environment such as the 20 by 30 Challenge and the recently announced validation of its greenhouse gas reduction targets by the Science Based Targets initiative.

The Company's ability to achieve these goals is subject to numerous factors and conditions, many of which are outside of its control.

Examples include, among others, evolving regulatory requirements, disclosure frameworks, and methodologies for reporting data.

The COVID-19 pandemic could adversely affect the Company’s business, financial condition and results of operations. The COVID-19 global pandemic has had, and may continue to have, negative impacts across many of the Company's business units and facilities.

The near- and long-term impacts of COVID-19 are unknown and impossible to predict with any level of certainty.

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

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

Capital projects may be delayed as additional capacity is no longer currently needed or materials are unavailable.

The Company's co-manufacturers and material suppliers may face similar impacts.

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

▪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 with labor availability, relations, labor costs, hiring, onboarding, and training new employees, including leadership, which may impact results.

The Company also may face operational challenges if government quarantine orders restrict movement of employees.

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

Closure or reduced operations of material suppliers could result in shortages of key raw materials, as well as impact prices for those materials.

The volatility in the market for raw material and supplies could impact the Company's profitability.

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

▪Closures or reduced operations at foodservice establishments may impact results for the Company's foodservice business.

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

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

▪If the Company's public relations efforts 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 extent of the impact on the Company’s business, financial condition, and results of operations is dependent on the length and severity of the pandemic.

The COVID-19 pandemic may adversely impact the Company's operations in one or more ways not identified to date.

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

The Company regularly reviews strategic opportunities to grow through acquisitions and to divest non-strategic assets.

During fiscal 2020, the Company implemented the human resource, payroll, and finance phases of the project.

Additional integrations are expected to take place over the next few years.

Such an implementation is a major undertaking from a financial, management, and personnel perspective.

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

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 availability of government inspectors due

Fiscal [removed: 2022:] [added: 2023:] The Company achieved its [removed: third] [added: second] consecutive year of [removed: record] net sales in [added: excess of $12 billion in] fiscal [removed: 2022.][added: 2023.]

[removed: Net] [added: Record net] sales [removed: increased 9 percent to $12.5 billion,] [added: were] primarily driven by the [removed: full year] inclusion of the *Planters®* snack nuts business and [removed: by] growth from the [removed: Company's foodservice businesses.][added: Foodservice segment.]

Consistent with the Company's long-term strategy to better align resources to value-added growth, the overall decline in volume [added: 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, [removed: which was effective January 1, 2022.][added: in addition to supply impacts on the Company's vertically integrated supply chain as a result of HPAI.]

Diluted [added: net] earnings per share [added: and adjusted diluted net earnings per share(1)] for fiscal [removed: 2022 was $1.82,] [added: 2023 were $1.45 and $1.61, respectively,] compared to [removed: $1.66] [added: $1.82] last year.

[removed: Grocery Products] [added: Fiscal 2022] segment profit [removed: declined,] [added: increased,] as the contribution from the *Planters®* snack nuts business and [removed: organic net sales growth was] [added: higher commodity turkey prices] more than offset [removed: by] [added: the impact of] inflationary pressures and lower results from [removed: MegaMex.][added: MegaMex Foods.]

[removed: International & Other segment] [added: Segment] profit [added: for fiscal 2022] declined due in large part to lower results from the export business, which was negatively impacted by logistics challenges and meaningfully higher freight [removed: and warehouse] expenses.

Capital expenditures in fiscal [removed: 2022] [added: 2023] were [removed: $279] [added: $270] million, including investments in new production capabilities for retail and foodservice [removed: pepperoni,] [added: pepperoni and] an expansion [removed: of bacon capacity, work on a new line] for the *SPAM®* family of [removed: products to be opened in the first half of fiscal 2023, and other projects to support growth of branded products and increase automation.][added: products.]

The annual dividend for [removed: 2023] [added: 2024] will be [removed: $1.10] [added: $1.13] per [removed: share] [added: share, representing an increase of 3 percent] and [removed: marks] [added: marking] the [removed: 57th] [added: 58th] consecutive year of dividend increases.

[removed: Risks] [added: Major risks] to the outlook include incremental inflationary pressures, [removed: further supply chain disruption,] [added: significantly lower turkey markets than expected,] and the impact of deteriorating macroeconomic conditions on the Company's customers, consumers, and operators.

The Company plans to continue to support the business through increased marketing and advertising investments for its leading brands as well as investments into its production capabilities, including [removed: a new line for] [added: converting] the [removed: *SPAM®* family of products,] [added: Barron, Wisconsin, plant into] a [removed: large investment to expand its operations and capabilities in China, and projects] [added: value-added facility] to [removed: increase automation and efficiency.][added: support growth across the portfolio.]

[removed: The Company remains committed to returning] [added: Returning] cash to shareholders in the form of [removed: dividends.][added: dividends remains a top priority for the Company.]

A detailed review of the Company's fiscal [removed: 2022] [added: 2023] performance compared to fiscal [removed: 2021] [added: 2022] appears in the following section.

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

[removed: | Jennie-O Turkey Store:] The [removed: Jennie-O Turkey Store] [added: Retail] segment [removed: primarily] consists [added: primarily] of the processing, marketing, and sale of [removed: branded and unbranded turkey] [added: food] products [removed: for retail, foodservice, and commercial customers. | | |][added: sold predominantly in the retail market.]

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

The Company’s fiscal year consisted of 52 weeks in fiscal years [removed: 2022] [added: 2023] and [removed: 2020] [added: 2022] and 53 weeks in fiscal year 2021.

Fiscal year [removed: 2023] [added: 2024] will consist of 52 weeks.

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

| Net Earnings | | | | | | [removed: $] [added: $] | [removed: 279,883] [added: 279,883] | | | | | $ | 281,738 | | | | | (0.7) | | | | | | [removed: $] [added: $] | [removed: 999,987] [added: 999,987] | | | | | $ | 908,839 | | | | | 10.0 | | |

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

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

| *In thousands* | | | | | | [removed: October] [added: October] 30, [removed: 2022] [added: 2022] | | | | | | October 31, 2021 | | | | | | % Change | | | | | | [removed: October] [added: October] 30, [removed: 2022] [added: 2022] | | | | | | October 31, 2021 | | | | | | % Change | | |

| Volume (lbs.) | | | | | | [removed: 1,160,490] [added: 1,160,490] | | | | | | 1,379,848 | | | | | | (15.9) | | | | | | [removed: 4,604,169] [added: 4,604,169] | | | | | | 4,933,136 | | | | | | (6.7) | | |

| Organic Volume(1) | | | | | | [removed: 1,160,490] [added: 1,160,490] | | | | | | 1,281,287 | | | | | | (9.4) | | | | | | [removed: 4,440,352] [added: 4,440,352] | | | | | | 4,834,575 | | | | | | (8.2) | | |

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

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

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

Organic net sales for the fourth quarter increased, led by growth from the [removed: Grocery Products] [added: Retail] and [removed: International & Other] [added: Foodservice] segments.

The [removed: Grocery Products] [added: Retail] segment benefited from pricing actions effective at the beginning of the fourth quarter.

[removed: Record] [added: For fiscal 2022,] net sales [removed: were] [added: increased] primarily [removed: driven by] [added: due to] the inclusion of the *Planters®* snack nuts business and [removed: growth from] the [removed: Company's foodservice businesses.][added: impact from strategic pricing actions.]

| | | | | | | October [removed: 30,] [added: 29,] | | | | | | October [removed: 31,] [added: 30,] | | | | | | | | | | | | October [removed: 30,] [added: 29,] | | | | | | October [removed: 31,] [added: 30,] | | | | | | | | |

| *In thousands* | | | | | | [removed: 2022] [added: 2022] | | | | | | 2021 | | | | | | % Change | | | | | | [removed: 2022] [added: 2022] | | | | | | 2021 | | | | | | % Change | | |

| Cost of Products Sold | | | | | | [removed: $] [added: $] | [removed: 2,717,058] [added: 2,717,058] | | | | | $ | 2,876,669 | | | | | (5.5) | | | | | | [removed: $] [added: $] | [removed: 10,294,120] [added: 10,294,120] | | | | | $ | 9,458,283 | | | | | 8.8 | | |

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

| Gross Profit | | | | | | [removed: $] [added: $] | [removed: 566,417] [added: 566,417] | | | | | $ | 578,081 | | | | | (2.0) | | | | | | [removed: $] [added: $] | [removed: 2,164,686] [added: 2,164,686] | | | | | $ | 1,927,906 | | | | | 12.3 | | |

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

[removed: Consolidated] [added: For fiscal 2022,] gross profit as a [removed: percentage] [added: percent] of net sales [removed: for the fourth quarter and full year of fiscal 2022] increased primarily due to improved profitability from the [removed: Jennie-O Turkey Store segment,] [added: Foodservice and International segments,] the inclusion of the *Planters®* snack nuts business, and pricing actions to help mitigate inflationary pressures across all segments.

Gross profit as a [removed: percentage] [added: percent] of net sales [added: for fiscal 2022] also benefited from the reduction of lower margin commodity sales resulting from the Company's [removed: new] pork supply [removed: agreement.][added: agreement that was new in fiscal 2022.]

Compared to the prior year, gross profit as a [removed: percentage] [added: percent] of net sales for the fourth quarter of fiscal 2022 increased for the [removed: Jennie-O Turkey Store] [added: Retail] segment and declined for the other segments.

For fiscal 2022, gross profit as a [removed: percentage] [added: percent] of net sales increased for [removed: the Jennie-O Turkey Store] [added: Foodservice] and International [removed: & Other] segments and decreased [added: modestly] for the [removed: Refrigerated Foods and Grocery Products segments.][added: Retail segment.]

Net sales were $12.1 billion, declining 3 percent compared to the prior year, as the benefit from pricing actions to mitigate inflationary pressures was more than offset by the impact of lower volumes in the Retail and International segments and lower net pricing in certain categories, such as bacon, reflecting raw material commodity deflation.

Segment profit declined 11 percent, as higher results in the Foodservice segment were more than offset by significantly lower results in the Retail and International segments.

Net earnings declined 21 percent due to lower segment profit and the pre-tax impact of an adverse arbitration ruling of $68.3 million.

Adjusted net earnings(1) — excluding the impact of the adverse arbitration ruling, non-cash impairment charges, and costs associated with the Company's transformation and modernization initiative — declined 12 percent.

Segment profit for the Foodservice segment increased due to improved mix across the portfolio.

Retail segment profit declined significantly for the full year, driven primarily by lower volumes, unfavorable mix, and higher operating expenses, partially offset by the benefit from pricing actions across the portfolio and higher equity in earnings from MegaMex Foods, LLC (MegaMex Foods).

International segment profit declined due to lower sales in China and lower turkey commodity sales.

The Company continues to prioritize investments in growth, innovation, cost savings, automation, and maintenance.

During fiscal 2023, the Company purchased a 30% common stock interest in Garudafood, a food and beverage company in Indonesia.

This investment expands the Company's presence in Southeast Asia and supports the global execution of the snacking and entertaining strategic priority.

The Company obtained this minority interest in Garudafood for a purchase price of $426 million, including associated transaction costs.

The Company funded this transaction with cash on hand.

Fiscal 2024 Outlook(2): The Company continues to navigate through a dynamic operating environment characterized by slowing consumer demand, inflationary pressures, and headwinds in its turkey business.

Net sales growth of 1 percent to 3 percent is expected and assumes volume growth in key categories, higher brand support and innovation, a benefit from incremental pricing actions, and the current assumptions for raw material input costs.

From a bottom-line perspective, diluted net earnings per share are expected to be $1.43 to $1.57 and adjusted diluted net earnings per share(1) are expected to be $1.51 to $1.65.

Earnings are expected to decline in the first half of the year due to the impact from lower turkey markets, lower volumes in the Retail segment, expenses associated with the transformation and modernization initiative, and softness in the Company's China business.

Segment profit growth from all three segments is expected in the back half of the year as these pressures abate and as benefits from the transformation and modernization initiative are realized.

The Company is also expanding capacity for high-demand *Planters®* snack nuts items.

Consistent with the plan outlined at its recent investor day, the Company expects fiscal 2024 to be a year of investment and remains focused on its strategic priorities, executing on its transformation and modernization initiative, fueling its innovation pipeline, and exiting the year with momentum in its business segments.

For fiscal 2024, the Company expects a modest benefit to net earnings from its transformation and modernization initiative.

A detailed review of fiscal 2022 performance compared to fiscal 2021 is also provided due to the change in reportable segments which occurred in the first quarter of fiscal 2023.

(2) All forward-looking comparisons for fiscal 2024 are comparing fiscal 2023 GAAP figures to projected fiscal 2024 GAAP figures, unless otherwise noted.

The Company transitioned to a new operating model in the first quarter of fiscal 2023 and now reports its results in the following three reportable segments:

This segment also includes the results from the Company’s MegaMex Foods, LLC joint venture.

The International segment processes, markets, and sells Company products internationally.

Prior period segment results have been retrospectively recast to reflect the new reportable segments.

FISCAL YEARS 2023 AND 2022

| *In thousands, except per share amounts* | | | | | | October 29, 2023 | | | | | | October 30, 2022 | | | | | | % Change | | | | | | October 29, 2023 | | | | | | October 30, 2022 | | | | | | % Change | | |

| Net Earnings | | | | | | $ | 195,935 | | | | | $ | 279,883 | | | | | (30.0) | | | | | | $ | 793,572 | | | | | $ | 999,987 | | | | | (20.6) | | |

| Diluted Earnings Per Share | | | | | | 0.36 | | | | | | 0.51 | | | | | | (29.4) | | | | | | 1.45 | | | | | | 1.82 | | | | | | (20.3) | | |

| Adjusted Diluted Earnings Per Share(1) | | | | | | 0.42 | | | | | | 0.51 | | | | | | (17.2) | | | | | | 1.61 | | | | | | 1.82 | | | | | | (11.4) | | |

(1) See the "Non-GAAP Financial Measures" section below for a description of the Company's use of measures not defined by U.S. generally accepted accounting principles (GAAP).

| *In thousands* | | | | | | October 29, 2023 | | | | | | October 30, 2022 | | | | | | % Change | | | | | | October 29, 2023 | | | | | | October 30, 2022 | | | | | | % Change | | |

| Volume (lbs.) | | | | | | 1,155,445 | | | | | | 1,160,490 | | | | | | (0.4) | | | | | | 4,411,738 | | | | | | 4,604,169 | | | | | | (4.2) | | |

| Net Sales | | | | | | $ | 3,198,079 | | | | | $ | 3,283,475 | | | | | (2.6) | | | | | | $ | 12,110,010 | | | | | $ | 12,458,806 | | | | | (2.8) | | |

Volume for the fourth quarter of fiscal 2023 was comparable with last year, as higher turkey volumes in each segment were offset by lower Retail volumes in the convenient meals and proteins and the snacking and entertaining verticals.

Net sales declined in the fourth quarter, as higher Foodservice segment sales and the benefit from higher turkey volumes were more than offset by lower volumes in the Retail segment and continued pressure in the International segment.

Fiscal 2023 marked the second consecutive year of net sales in excess of $12 billion.

Net sales declined for the full year, as the benefit from pricing actions to mitigate inflationary pressures was more than offset by the impact of lower volumes in the Retail and International segments and lower net pricing in certain categories, such as bacon, reflecting raw material commodity

deflation.

AND RESULTS OF OPERATIONS

Organic net sales1 growth of 6 percent can be attributed to improvement from the foodservice businesses and pricing actions to mitigate inflationary pressures in each business segment (1See explanation of non-GAAP financial measures in the Consolidated Results section).

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

Net earnings increased 10 percent compared to fiscal 2021, benefiting from the inclusion of the *Planters®* snack nuts business, significant profit growth for the Jennie-O Turkey Store segment, and higher sales across the foodservice businesses.

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.

Earnings for Jennie-O Turkey Store increased significantly due to higher commodity prices and foodservice sales.

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.

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.

Fiscal 2023 Outlook: The Company expects sales and earnings growth in fiscal 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.

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

The Company operates in the following four reportable segments:

| | | |

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

| Grocery Products: The Grocery Products segment primarily 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. | | |

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.

In fiscal 2023, costs are expected to remain elevated due to the continued impacts of broad-based inflation.

Incremental cost inflation poses the largest risk to this assumption.

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

| Grocery Products | | | | | | $ | 934,174 | | | | | $ | 905,030 | | | | | 3.2 | | | | | | $ | 3,533,138 | | | | | $ | 2,809,445 | | | | | 25.8 | | |

| Refrigerated Foods | | | | | | 1,759,161 | | | | | | 1,888,311 | | | | | | (6.8) | | | | | | 6,691,230 | | | | | | 6,333,410 | | | | | | 5.6 | | |

| Jennie-O Turkey Store | | | | | | 391,866 | | | | | | 459,754 | | | | | | (14.8) | | | | | | 1,507,421 | | | | | | 1,495,151 | | | | | | 0.8 | | |

| International & Other | | | | | | 198,274 | | | | | | 201,655 | | | | | | (1.7) | | | | | | 727,017 | | | | | | 748,183 | | | | | | (2.8) | | |

| Grocery Products | | | | | | $ | 102,378 | | | | | $ | 111,235 | | | | | (8.0) | | | | | | $ | 367,642 | | | | | $ | 382,197 | | | | | (3.8) | | |

| Refrigerated Foods | | | | | | 167,402 | | | | | | 196,819 | | | | | | (14.9) | | | | | | 685,394 | | | | | | 664,558 | | | | | | 3.1 | | |

| Jennie-O Turkey Store | | | | | | 75,891 | | | | | | 30,492 | | | | | | 148.9 | | | | | | 218,860 | | | | | | 76,006 | | | | | | 188.0 | | |

| International & Other | | | | | | 30,194 | | | | | | 31,343 | | | | | | (3.7) | | | | | | 105,264 | | | | | | 115,943 | | | | | | (9.2) | | |

Grocery Products

| Volume (lbs.) | | | | | | 388,270 | | | | | | 403,550 | | | | | | (3.8) | | | | | | 1,499,558 | | | | | | 1,340,895 | | | | | | 11.8 | | |

Commodity Price Risk: The Company is subject to commodity price risk primarily through [removed: grain] [added: grain, lean hog,] and [removed: live hog] [added: natural gas] markets.

These programs utilize futures, swaps, and options [added: contracts] and are accounted for as cash flow hedges.

The fair value of the Company’s cash flow commodity contracts as of October [removed: 30, 2022,] [added: 29, 2023,] was [removed: $21.6] [added: $17.1] million compared to [removed: $25.2] [added: $21.6] million as of October [removed: 31, 2021.][added: 30, 2022.]

A 10 percent decrease in the market price would have negatively impacted the fair value of the Company's cash flow commodity contracts as of October [removed: 30, 2022,] [added: 29, 2023,] by [removed: $31.7] [added: $26.3] million, which in turn would lower the Company's future cost on purchased commodities by a similar amount.

As of October [removed: 30, 2022,] [added: 29, 2023,] the Company’s long-term debt had a fair value of $2.7 billion compared to [removed: $3.3] [added: $2.7] billion as of October [removed: 31, 2021.][added: 30, 2022.]

A 10 percent decrease in interest rates would have positively impacted the fair value of the Company’s long-term debt as of October [removed: 30, 2022,] [added: 29, 2023,] by [removed: $90.2] [added: $83.6] million.

A 10 percent increase would have negatively impacted the long-term debt by [removed: $84.1] [added: $77.5] million.

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

The Company's net asset position in foreign currencies as of October [removed: 30, 2022,] [added: 29, 2023,] was [removed: $652.4 million,] [added: $1.1 billion,] compared to [removed: $657.2] [added: $652.4] million as of October [removed: 31, 2021,] [added: 30, 2022,] with most of the exposure existing in [added: Indonesian rupiah,] Chinese [removed: yuan] [added: yuan,] and Brazilian real.

[removed: As of October 30, 2022, the balance of] these securities totaled [removed: $186.2] [added: $188.2] million compared to [removed: $203.0] [added: $186.2] million as of October [removed: 31, 2021.][added: 30, 2022.]

A 10 percent decline in the value of the investments not held in fixed income funds would have negatively impacted the Company’s pretax earnings by approximately [removed: $7.6] [added: $7.8] million, while a 10 percent increase in value would have a positive impact of the same amount.

As of October 29, 2023, the balance of

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

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

Refer to Note B - Acquisitions and Divestitures [added: of the Notes to the Consolidated Financial Statements] for additional information.

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

[removed: Grocery Products:] The [removed: Grocery Products] [added: Retail] segment [removed: primarily] consists [added: primarily] of the processing, marketing, and sale of [removed: shelf-stable] food products sold predominantly in the retail [removed: market, along with the sale of nutritional and private label shelf-stable products to retail, foodservice, and industrial customers.][added: market.]

This segment also includes the results from the Company’s MegaMex Foods, LLC [removed: (MegaMex)] joint venture.

[removed: Refrigerated Foods:] The [removed: Refrigerated Foods] [added: Foodservice] segment [removed: includes] [added: consists primarily of] the processing, marketing, and sale of [removed: branded and unbranded pork, beef,] [added: food] and [removed: poultry] [added: nutritional] products for [removed: retail,] foodservice, [removed: deli,] convenience store, and commercial customers.

[removed: International & Other:] The International [removed: & Other] segment [removed: includes Hormel Foods International, which manufactures,] [added: processes,] markets, and sells Company products internationally.

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

[removed: During the fourth quarter of] [added: Effective in] fiscal [removed: 2022,] [added: 2023,] the Company [removed: announced] [added: transitioned to] a new strategic operating model, which aligns its businesses to be more agile, consumer and customer focused, and market driven.

[removed: Effective in fiscal 2023, the] [added: The] Company [removed: will transition to this new model] [added: currently operates] with the following three operating and reportable segments: Retail, Foodservice, and International.

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

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

[removed: being Danish Crown UK] Ltd., and CJ CheilJedang Corporation.

[removed: HFIC] [added: The Company] also has [removed: a] minority [removed: position] [added: positions] in [removed: a] food [removed: company] [added: companies] in the Philippines (The Purefoods-Hormel Company, Inc., 40 percent [added: holding) and Indonesia (Garudafood, 30 percent] holding).

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

As of October [removed: 30, 2022,] [added: 29, 2023,] the Company had [removed: more than] [added: approximately] 20,000 active employees, with over 90 percent located within the U.S. Approximately 20 percent of employees are covered by collective bargaining agreements.

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

As of October [removed: 30, 2022,] [added: 29, 2023,] approximately 50 percent of the Company's team members had five or more years of service, and the [removed: 37-person] [added: 34-person] officer team had an average of 25 years of service.

The Company’s workforce is made up of approximately 40 percent female and [removed: over 55] [added: approximately 60] percent underrepresented minorities.

The Company’s salaried employees are made up of [removed: over 30] [added: approximately 35] percent female and [removed: approximately] [added: over] 20 percent underrepresented minorities.

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

The Company recognizes that team members perform best when they are [removed: healthy] [added: 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 [removed: changes.]

Sales to the [removed: Company's] [added: Company’s] largest customer, Walmart Inc. (Walmart), accounted for approximately [removed: 16] [added: 15] percent of consolidated gross sales less returns and allowances during fiscal [removed: 2022.][added: 2023.]

The Company holds [removed: 41] [added: 23] U.S. and [removed: seven] [added: eight] foreign patents.

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

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; [removed: the COVID-19 pandemic;] risks associated with [removed: acquisitions] [added: acquisitions, joint ventures, equity investments,] and divestitures; potential disruption of [removed: operations] [added: operations,] including at co-manufacturers, suppliers, logistics providers, customers, or other third-party service providers; [added: failure to realize anticipated cost savings or operating efficiencies associated with strategic initiatives;] 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.

During fiscal 2023, the Company purchased a 30% common stock interest in PT Garudafood Putra Putri Jaya Tbk (Garudafood), a food and beverage company in Indonesia, expanding the Company's presence in Southeast Asia and supporting global execution in the snacking and entertaining category.

Refer to Note D - Investments in Affiliates of the Notes to the Consolidated Financial Statements for additional information.

Retail

Foodservice

International

Prior period results for fiscal 2022 and 2021 have been recast to reflect the new reportable segments.

changes.

In addition, the Company's greenhouse gas reduction targets were validated by the Science Based Targets initiative in 2023.

Walmart is a customer for the Company's Retail and International segments.

To grow and maintain market position, the Company focuses on meeting consumer preferences, delivering product innovation, and maintaining long-term and lasting relationships with industry partners.

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

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

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

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

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.

Walmart is a customer in all four reportable segments.

On August 15, 2023, the Company received an unexpected, unfavorable arbitration ruling involving an isolated commercial dispute with a third party.

Pursuant to the ruling, the arbitrator awarded $59.6 million in damages, plus prejudgment interest of $5.3 million and attorneys’ fees, to the counterparty payable by the Company.

The pre-tax impact of the adverse arbitration ruling of $68.3 million is reflected in Selling, General, and Administrative expenses in the Consolidated Statements of Operations for fiscal 2023.

The arbitration award amount was paid in full by the Company in the fourth quarter of fiscal 2023.

The adverse arbitration ruling is not subject to further appeal or judicial review.

Standard confidentiality provisions in the arbitration rules prohibit the Company from commenting on the substance of the ruling.

Information regarding other legal proceedings is available in Note J - Commitments and Contingencies of the Notes to the Consolidated Financial Statements.

The Company is a party to various legal proceedings related to the ongoing operation of its business, including claims both by and against the Company.

At any time, such proceedings typically involve claims related to product liability, labeling, contracts, antitrust regulations, intellectual property, competition laws, employment practices, or other actions brought by employees, customers, consumers, competitors or suppliers.

The Company establishes accruals for its potential exposure, as appropriate, for claims against the Company when losses become probable and reasonably estimable.

However, future developments or settlements are uncertain and may require the Company to change such accruals as proceedings progress.

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

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

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

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

For the fiscal year ended October [removed: 30, 2022][added: 29, 2023]

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

The aggregate market value of the voting and [removed: non-voting] [added: nonvoting] common stock held by non-affiliates of the registrant as of [removed: May 1, 2022,] [added: April 30, 2023,] was [removed: $15,095,914,678] [added: $11,661,390,985] based on the closing price of [removed: $52.39] [added: $40.44] on the last business day of the registrant’s most recently completed second fiscal quarter.

As of December [removed: 4, 2022,] [added: 3, 2023,] the number of shares outstanding of each of the registrant’s classes of common stock was as follows:

Common Stock, $0.01465 Par Value – [removed: 546,424,194] [added: 546,840,056] shares

Common Stock [removed: Non-Voting,] [added: Nonvoting,] $0.01 Par Value – 0 shares

Portions of the Proxy Statement for the Annual Meeting of Stockholders to be held January [removed: 31, 2023,] [added: 30, 2024,] are incorporated by reference into Part III, Items 10-14.

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [PART I](#i275b1f2d15c9410cb4c275aa5e060733_13) | | | | | | | | |

| [PART II](#i275b1f2d15c9410cb4c275aa5e060733_37) | | | | | | | | |

| [Item 9C.](#i275b1f2d15c9410cb4c275aa5e060733_151) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i275b1f2d15c9410cb4c275aa5e060733_151) | | | [72](#i275b1f2d15c9410cb4c275aa5e060733_151) | | |

| [PART III](#i275b1f2d15c9410cb4c275aa5e060733_154) | | | | | | | | |

| [PART IV](#i275b1f2d15c9410cb4c275aa5e060733_172) | | | | | | | | |

| [SIGNATURES](#i275b1f2d15c9410cb4c275aa5e060733_181) | | | | | | [77](#i275b1f2d15c9410cb4c275aa5e060733_181) | | |

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

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

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

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

[removed: The] [added: A] majority of [removed: Company] [added: the Company's] property is owned.

Leased property is used as needed for [removed: production] [added: production, distribution,] and sales.

[removed: *Many] [added: Many] of the Company's [added: domestic] properties are utilized by more than one [removed: segment.][added: segment and utilization of these facilities can change over time.]

[removed: Additionally, turkey] [added: (1) Turkey] growout facilities are excluded.

Therefore, it is impracticable to disclose them by segment.

The facilities outside the U.S. serve the International segment.

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

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

| Area (1) *Square feet, in thousands* | | | Production Facilities | | | Warehouse/Distribution Centers | | | Administration/Sales/Research Offices | | | Total | | | | | | Leased | | | Owned | | |

| Arizona | | | — | | | — | | | 2 | | | 2 | | | | | | 2 | | | — | | |

| Arkansas | | | 589 | | | — | | | 9 | | | 598 | | | | | | 9 | | | 589 | | |

| California | | | 323 | | | 428 | | | 54 | | | 805 | | | | | | 656 | | | 149 | | |

| Colorado | | | 829 | | | — | | | 10 | | | 839 | | | | | | 10 | | | 829 | | |

| Florida | | | — | | | — | | | 5 | | | 5 | | | | | | 5 | | | — | | |

| Georgia | | | 259 | | | — | | | — | | | 259 | | | | | | — | | | 259 | | |

| Illinois | | | 738 | | | — | | | 22 | | | 760 | | | | | | 22 | | | 738 | | |

| Iowa | | | 1,482 | | | 658 | | | 3 | | | 2,143 | | | | | | 283 | | | 1,860 | | |

| Kansas | | | 312 | | | — | | | 3 | | | 315 | | | | | | 3 | | | 312 | | |

| Massachusetts | | | — | | | — | | | 4 | | | 4 | | | | | | 4 | | | — | | |

| Michigan | | | — | | | — | | | 3 | | | 3 | | | | | | 3 | | | — | | |

| Minnesota | | | 3,761 | | | 219 | | | 554 | | | 4,534 | | | | | | 89 | | | 4,445 | | |

| Nebraska | | | 845 | | | — | | | — | | | 845 | | | | | | — | | | 845 | | |

| New Jersey | | | — | | | — | | | 29 | | | 29 | | | | | | 29 | | | — | | |

| North Carolina | | | — | | | — | | | 3 | | | 3 | | | | | | 3 | | | — | | |

| Ohio | | | — | | | 453 | | | 8 | | | 461 | | | | | | 322 | | | 139 | | |

| Pennsylvania | | | 13 | | | 348 | | | 9 | | | 370 | | | | | | 357 | | | 13 | | |

| Texas | | | 285 | | | — | | | 2 | | | 287 | | | | | | 2 | | | 285 | | |

| Utah | | | — | | | 209 | | | — | | | 209 | | | | | | 209 | | | — | | |

| Virginia | | | 625 | | | — | | | — | | | 625 | | | | | | — | | | 625 | | |

| Washington | | | — | | | — | | | 2 | | | 2 | | | | | | 2 | | | — | | |

| Wisconsin | | | 1,227 | | | 102 | | | 3 | | | 1,332 | | | | | | 107 | | | 1,225 | | |

| Total Domestic | | | 11,288 | | | 2,417 | | | 725 | | | 14,430 | | | | | | 2,117 | | | 12,313 | | |

| Australia | | | — | | | — | | | 2 | | | 2 | | | | | | 2 | | | — | | |

| Brazil | | | 440 | | | — | | | 3 | | | 443 | | | | | | 440 | | | 3 | | |

| China | | | 842 | | | 33 | | | 26 | | | 901 | | | | | | 2 | | | 899 | | |

| Total International | | | 1,282 | | | 33 | | | 31 | | | 1,346 | | | | | | 444 | | | 902 | | |

| Total Square Feet | | | 12,570 | | | 2,450 | | | 756 | | | 15,776 | | | | | | 2,561 | | | 13,215 | | |

Property leases range in duration from one to twelve years.

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

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

| Area* Square feet, in thousands | | | | | | Refrigerated Foods | | | | | | Grocery Products | | | | | | Jennie-O Turkey Store | | | | | | International & Other | | | | | | Corporate | | | | | | Total | | |

| 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 | | |

| Administrative/Sales/Research | | | | | | 73 | | | | | | 12 | | | | | | 65 | | | | | | 31 | | | | | | 574 | | | | | | 755 | | |

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

These facilities are reflected in the principal segment for presentation purposes.

| James P. Snee | | | | | | [removed: 55] [added: 56] | | | | | | Chairman of the Board, President and Chief Executive Officer | | | | | | 11/20/17 to Present | | |

| Jacinth C. Smiley | | | | | | [removed: 54] [added: 55] | | | | | | Executive Vice President and Chief Financial Officer | | | | | | 01/01/22 to Present | | |

| Deanna T. Brady | | | | | | [removed: 57] [added: 58] | | | | | | Executive Vice President (Retail) | | | | | | 10/31/22 to Present | | |

| Mark A. Coffey | | | | | | [removed: 60] [added: 61] | | | | | | Group Vice President (Supply Chain) | | | | | | 04/26/21 to Present | | |

| Swen Neufeldt | | | | | | [removed: 49] [added: 50] | | | | | | Group Vice President (Hormel Foods International Corporation) | | | | | | 06/29/20 to Present | | |

| Mark J. Ourada | | | | | | [removed: 57] [added: 58] | | | | | | Group Vice President (Foodservice) | | | | | | 03/05/18 to Present | | |

| Katherine M. Losness-Larson | | | | | | [removed: 57] [added: 58] | | | | | | Senior Vice President (Human Resources) | | | | | | 10/31/22 to Present | | |

| Pierre M. Lilly | | | | | | [removed: 51] [added: 52] | | | | | | Senior Vice President and Chief Compliance Officer | | | | | | 10/26/20 to Present | | |

| Kevin L. Myers, Ph.D. | | | | | | [removed: 57] [added: 58] | | | | | | Senior Vice President (Research and Development, Quality Control) | | | | | | 03/30/15 to Present | | |

| Paul R. Kuehneman | | | | | | [removed: 51] [added: 52] | | | | | | Vice President and Controller | | | | | | 02/18/22 to Present | | |

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

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

| | | | | | | | | | | | | Group Vice President/President Consumer Product Sales | | | | | | 10/28/19 to 10/30/22 | | |

| | | | | | | | | | | | | Vice President (Senior Vice President Consumer Product Sales) | | | | | | 10/31/11 to 10/27/19 | | |

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

| | | | | | | | | | | | | Group Vice President (Grocery Products) | | | | | | 11/01/21 to 10/30/22 | | |

| | | | | | | | | | | | | Vice President (Grocery Products Marketing) | | | | | | 03/01/21 to 10/31/21 | | |

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

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

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

| | | | | | | | | | | | | Senior Vice President/President Jennie-O Turkey Store, Inc. | | | | | | 12/04/17 to 03/21/21 | | |

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

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

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

| Lori J. Marco | | | | | | 55 | | | | | | Senior Vice President (External Affairs) and General Counsel | | | | | | 03/30/15 to Present | | |

| Wendy A. Watkins | | | | | | 56 | | | | | | Senior Vice President and Chief Communications Officer | | | | | | 11/01/21 to Present | | |

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

| Florence Makope | | | | | | 47 | | | | | | Vice President and Treasurer | | | | | | 07/25/22 to Present | | |

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

There are approximately 10,000 record stockholders and [removed: 230,000] [added: 270,000] stockholders whose shares are held in street name by brokerage firms and financial institutions.

[removed: | Period | | | Total Number of Shares Purchased(1) | | | | | | Average Price Paid Per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1) | | | | | | Maximum Number] [added: The maximum number] of [removed: Shares] [added: shares] that [removed: May Yet] [added: may yet] be [removed: Purchased Under] [added: purchased under] the [removed: Plans] [added: repurchase plans] or [removed: Programs(1) | | |][added: programs as of October 29, 2023 is 3,677,494.]

[removed: (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: 377] [added: 381] consecutive quarters.

The annual dividend rate for fiscal [removed: 2023] [added: 2024] will increase to [removed: $1.10] [added: $1.13] per share, representing the [removed: 57th] [added: 58th] 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: 30, 2022.][added: 29, 2023.]

The graph assumes $100 was invested in [removed: each,] [added: each] as of the market close on October [removed: 30, 2017.][added: 29, 2018.]

[removed: ][added: ]

There were no issuer purchases of equity securities in the quarter ended October 29, 2023.

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

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

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

| Fourth Quarter Ended October 30, 2022 | | | | | | | | | | | | | | | | | | | | | | | |

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

| September 5, 2022 - October 2, 2022 | | | — | | | | | | — | | | | | | — | | | | | | 3,987,494 | | |

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

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

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: 30, 2022.][added: 29, 2023.]

Our internal control over financial reporting as of October [removed: 30, 2022,] [added: 29, 2023,] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included herein.

We have audited Hormel Foods Corporation’s internal control over financial reporting as of October [removed: 30, 2022,] [added: 29, 2023,] 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: 30, 2022,] [added: 29, 2023,] 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 [removed: accompanying] consolidated statements of financial position of the Company as of October [removed: 30, 2022] [added: 29, 2023] and October [removed: 31, 2021,] [added: 30, 2022,] the related consolidated statements of operations, comprehensive income, changes in shareholders’ [removed: investment,] [added: investment] and cash flows for each of the three years in the period ended October [removed: 30, 2022] [added: 29, 2023] and the related notes and [removed: financial statement] schedule listed in the [removed: index] [added: Index] at Item 15 and our report dated December 6, [removed: 2022] [added: 2023] 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: 30, 2022] [added: 29, 2023] and October [removed: 31, 2021,] [added: 30, 2022,] the related consolidated statements of operations, comprehensive income, changes in shareholders’ [removed: investment,] [added: investment] and cash flows for each of the three years in the period ended October [removed: 30, 2022] [added: 29, 2023] and the related notes and [removed: the] financial statement schedule listed in the [removed: index] [added: 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: 30, 2022] [added: 29, 2023] and October [removed: 31, 2021,] [added: 30, 2022,] and the results of its operations and its cash flows for each of the three years in the period ended October [removed: 30, 2022,] [added: 29, 2023,] 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: 30, 2022,] [added: 29, 2023,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework),] [added: framework)] and our report dated December 6, [removed: 2022] [added: 2023] expressed an unqualified opinion thereon.

| | | | Valuation of Alternative [removed: Investments - Pension] [added: Investments *—* Pension] Assets | | | | | | | | | | | |

| *Description of the Matter* | | | At October [removed: 30, 2022,] [added: 29, 2023,] the Company had $1.2 billion in plan assets related to the defined benefit pension plans. Approximately 61% of the total pension assets are in private equity funds, real estate – domestic funds, global stocks – collective investment funds, [added: global stocks – gold 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 [removed: Note G] [added: the notes] of the financial statements, these alternative investments are valued at net asset value (NAV) or are valued using significant unobservable inputs. | | | | | | | | | | | |

| | | | | | | October [removed: 30,] [added: 29,] | | | | | | October [removed: 31,] [added: 30,] | | | | | | October [removed: 25,] [added: 31,] | | |

| *In thousands, except per share amounts* | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| [removed: Net Sales] [added: Net Sales] | | | | | | $ | [removed: 12,458,806] [added: 12,110,010] | | | | | $ | [removed: 11,386,189] [added: 12,458,806] | | | | | $ | [removed: 9,608,462] [added: 11,386,189] | |

| Cost of Products Sold | | | | | | [removed: 10,294,120] [added: 10,110,169] | | | | | | [removed: 9,458,283] [added: 10,294,120] | | | | | | [removed: 7,782,498] [added: 9,458,283] | | |

| Gross Profit | | | | | | [removed: 2,164,686] [added: 1,999,841] | | | | | | [removed: 1,927,906] [added: 2,164,686] | | | | | | [removed: 1,825,963] [added: 1,927,906] | | |

| Selling, General, and Administrative | | | | | | [removed: 879,265] [added: 942,167] | | | | | | [removed: 853,071] [added: 879,265] | | | | | | [removed: 761,315] [added: 853,071] | | |

| Equity in Earnings of Affiliates | | | | | | [removed: 27,185] [added: 42,754] | | | | | | [removed: 47,763] [added: 27,185] | | | | | | [removed: 35,572] [added: 47,763] | | |

| [removed: Operating Income] [added: Operating Income] | | | | | | [removed: 1,312,607] [added: 1,072,046] | | | | | | [removed: 1,122,599] [added: 1,312,607] | | | | | | [removed: 1,100,220] [added: 1,122,599] | | |

| Interest and Investment Income | | | | | | [removed: 28,012] [added: 14,828] | | | | | | [removed: 46,878] [added: 28,012] | | | | | | [removed: 35,596] [added: 46,878] | | |

| Interest Expense | | | | | | [removed: 62,515] [added: 73,402] | | | | | | [removed: 43,307] [added: 62,515] | | | | | | [removed: 21,069] [added: 43,307] | | |

| Earnings Before Income Taxes | | | | | | [removed: 1,278,103] [added: 1,013,472] | | | | | | [removed: 1,126,170] [added: 1,278,103] | | | | | | [removed: 1,114,747] [added: 1,126,170] | | |

| Provision for Income Taxes | | | | | | [removed: 277,877] [added: 220,552] | | | | | | [removed: 217,029] [added: 277,877] | | | | | | [removed: 206,393] [added: 217,029] | | |

| Net Earnings | | | | | | [removed: 1,000,226] [added: 792,920] | | | | | | [removed: 909,140] [added: 1,000,226] | | | | | | [removed: 908,354] [added: 909,140] | | |

| Less: Net Earnings [added: (Loss)] Attributable to Noncontrolling Interest | | | | | | [removed: 239] [added: (653)] | | | | | | [removed: 301] [added: 239] | | | | | | [removed: 272] [added: 301] | | |

| [removed: Net] [added: Net] Earnings Attributable to Hormel Foods [removed: Corporation] [added: Corporation] | | | | | | $ | [removed: 999,987] [added: 793,572] | | | | | $ | [removed: 908,839] [added: 999,987] | | | | | $ | [removed: 908,082] [added: 908,839] | |

| Basic | | | | | | $ | [removed: 1.84] [added: 1.45] | | | | | $ | [removed: 1.68] [added: 1.84] | | | | | $ | [removed: 1.69] [added: 1.68] | |

| Diluted | | | | | | $ | [removed: 1.82] [added: 1.45] | | | | | $ | [removed: 1.66] [added: 1.82] | | | | | $ | 1.66 | |

| Basic | | | | | | [removed: 544,918] [added: 546,421] | | | | | | [removed: 541,114] [added: 544,918] | | | | | | [removed: 538,007] [added: 541,114] | | |

| Diluted | | | | | | [removed: 549,566] [added: 548,982] | | | | | | [removed: 547,580] [added: 549,566] | | | | | | [removed: 546,592] [added: 547,580] | | |

See Notes to [added: the] Consolidated Financial Statements

| *In thousands* | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Net Earnings | | | | | | $ | [removed: 1,000,226] [added: 792,920] | | | | | $ | [removed: 909,140] [added: 1,000,226] | | | | | $ | [removed: 908,354] [added: 909,140] | |

| Foreign Currency Translation | | | | | | [removed: (39,393)] [added: 3,588] | | | | | | [removed: 13,379] [added: (39,393)] | | | | | | [removed: (10,812)] [added: 13,379] | | |

| Pension and Other Benefits | | | | | | [removed: 65,587] [added: 11,632] | | | | | | [removed: 71,967] [added: 65,587] | | | | | | [removed: 15,698] [added: 71,967] | | |

| Total Other Comprehensive Income (Loss) | | | | | | [removed: 20,927] [added: (16,874)] | | | | | | [removed: 118,380] [added: 20,927] | | | | | | [removed: 4,602] [added: 118,380] | | |

| Comprehensive Income | | | | | | [removed: 1,021,153] [added: 776,045] | | | | | | [removed: 1,027,520] [added: 1,021,153] | | | | | | [removed: 912,956] [added: 1,027,520] | | |

| Less: Comprehensive Income (Loss) Attributable to Noncontrolling Interest | | | | | | [removed: (542)] [added: (836)] | | | | | | [removed: 700] [added: (542)] | | | | | | [removed: 624] [added: 700] | | |

| [removed: Comprehensive] [added: Comprehensive] Income Attributable to Hormel Foods [removed: Corporation] [added: Corporation] | | | | | | $ | [removed: 1,021,695] [added: 776,881] | | | | | $ | [removed: 1,026,820] [added: 1,021,695] | | | | | $ | [removed: 912,332] [added: 1,026,820] | |

| | | | | | | October [removed: 30,] [added: 29,] | | | | | | October [added: 30, | | | | | | October] 31, | | |

| *In thousands, except share and per share amounts* | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| James P. Snee | | | | | | Jacinth C. Smiley | | |

December 6, 2023

| | | | Valuation of Alternative Investments — Pension Assets | | | | | | | | | | | |

December 6, 2023

| Goodwill and Intangible Impairment | | | | | | 28,383 | | | | | | — | | | | | | — | | |

| Derivatives and Hedging | | | | | | (38,940) | | | | | | (5,267) | | | | | | 33,034 | | |

| Equity Method Investments | | | | | | 6,847 | | | | | | — | | | | | | — | | |

See Notes to the Consolidated Financial Statements

| | | | | | | October 29, | | | | | | October 30, | | |

| Cash and Cash Equivalents | | | | | | $ | 736,532 | | | | | $ | 982,107 | |

| Investments in Affiliates | | | | | | 725,121 | | | | | | 271,058 | | |

See Notes to the Consolidated Financial Statements

| Net Earnings | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 793,572 | | | | | | | | | | | | (653) | | | | | | 792,920 | | |

| Shares Retired | | | | | | (310) | | | | | | (5) | | | | | | 310 | | | | | | 12,303 | | | | | | (277) | | | | | | (12,021) | | | | | | | | | | | | | | | | | | — | | |

| Declared Dividends — $1.10 per Share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 902 | | | | | | (601,974) | | | | | | | | | | | | | | | | | | (601,072) | | |

| Balance at October 29, 2023 | | | | | | 546,599 | | | | | | $ | 8,007 | | | | | — | | | | | | $ | — | | | | | $ | 506,179 | | | | | $ | 7,492,952 | | | | | $ | (272,252) | | | | | $ | 4,100 | | | | | $ | 7,738,985 | |

See Notes to the Consolidated Financial Statements

| | | | | | | October 29, | | | | | | October 30, | | | | | | October 31, | | |

| Net Earnings | | | | | | $ | 792,920 | | | | | $ | 1,000,226 | | | | | $ | 909,140 | |

| Amortization | | | | | | 25,980 | | | | | | 22,859 | | | | | | 25,537 | | |

| Operating Lease Cost | | | | | | 29,072 | | | | | | 20,633 | | | | | | 16,699 | | |

| Goodwill and Intangible Impairment | | | | | | 28,383 | | | | | | — | | | | | | — | | |

| Other Non-cash, Net | | | | | | 20,034 | | | | | | 12,931 | | | | | | 6,129 | | |

| Proceeds from (Purchases of) Affiliates and Other Investments | | | | | | (427,709) | | | | | | 2,404 | | | | | | (343) | | |

See Notes to the Consolidated Financial Statements

Reportable Segments: As of October 30, 2022, the Company had four operating and reportable segments: Grocery Products, Refrigerated Foods, Jennie-O Turkey Store, and International and Other.

At the beginning of fiscal 2023, the Company transitioned to a new strategic operating model, which aligns its businesses to be more agile, consumer and customer focused, and market driven.

This change had no impact on the consolidated results of operations, financial position, shareholders' investment, or cash flows.

Prior period segment results have been retrospectively recast to reflect the new reportable segments.

are included in the Company’s earnings.

The estimates and assumptions used consider historical performance and are consistent

As a result of organizational changes in the first quarter of fiscal 2023, the Company conducted an assessment of its operating segments and reporting units.

Based on this analysis, goodwill was reallocated using the relative fair value approach.

Prior to the goodwill reallocation, an impairment assessment was performed which indicated no impairment to the Company's reporting units.

Subsequent to the goodwill reallocation, the Company completed quantitative impairment testing on each new reporting unit.

The fair value of each reporting unit exceeded its carrying amount; therefore, no impairment charges were recorded.

No impairment charges were recorded as a result of the annual assessments in fiscal years 2023, 2022, and 2021.

As a result of the qualitative assessments, it was determined that more likely than not the *Justin's®* trade name was impaired, and the Company performed a quantitative impairment test.

As a result of the quantitative impairment test, a $28.4 million intangible asset impairment charge was recorded for the *Justin's®* trade name.

Amounts in the Consolidated Statements of Operations

December 6, 2022

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

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

| Deferred Hedging | | | | | | (5,267) | | | | | | 33,034 | | | | | | (284) | | |

| Investments In and Receivables from Affiliates | | | | | | 271,058 | | | | | | 299,019 | | |

| Balance at October 27, 2019 | | | | | | 534,489 | | | | | | $ | 7,830 | | | | | — | | | | | | $ | — | | | | | $ | 184,921 | | | | | $ | 6,128,207 | | | | | $ | (399,500) | | | | | $ | 4,077 | | | | | $ | 5,925,535 | |

| Net Earnings | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 908,082 | | | | | | | | | | | | 272 | | | | | | 908,354 | | |

| Contribution from Non-controlling Interest | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 77 | | | | | | 77 | | |

| Shares Retired | | | | | | (302) | | | | | | (4) | | | | | | 302 | | | | | | 12,360 | | | | | | (149) | | | | | | (12,207) | | | | | | | | | | | | | | | | | | — | | |

| Declared Dividends — $0.93 per Share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (500,747) | | | | | | | | | | | | | | | | | | (500,747) | | |

| Amortization | | | | | | 49,727 | | | | | | 44,634 | | | | | | 40,065 | | |

| Loss (Gain) on Property/Equipment Sales and Plant Facilities | | | | | | 6,695 | | | | | | 3,731 | | | | | | 1,793 | | |

| Decrease (Increase) in Investments, Equity in Affiliates, and Other Assets | | | | | | 2,404 | | | | | | (343) | | | | | | (21,124) | | |

| Proceeds from Noncontrolling Interest | | | | | | — | | | | | | — | | | | | | 77 | | |

| Cash and Cash Equivalents at Beginning of Year | | | | | | 613,530 | | | | | | 1,714,309 | | | | | | 672,901 | | |

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

*Fiscal 2021*

In June 2016, the FASB issued ASU 2016-13, *Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326).* The update provides guidance on the measurement of credit losses for most financial assets and certain other instruments that are not measured at fair value through net income.

The amendment replaces the current incurred loss impairment approach with a methodology to reflect expected credit losses and requires consideration of a broader range of reasonable and supportable information to explain credit loss estimates.

The updated guidance is to be applied on a modified retrospective approach and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019.

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

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

In August 2018, the FASB issued ASU 2018-13, *Fair Value Measurement - Disclosure Framework (Topic 820)*.

The updated guidance requires entities to disclose the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements.

Amendments in this guidance also require disclosure of transfers into and out of Level 3 of the fair value hierarchy, purchases and issues of Level 3 assets and liabilities, and clarify that the measurement uncertainty disclosure is as of the reporting date.

The guidance removes requirements to disclose the amounts and reasons for transfers between Level 1 and Level 2, policy for timing between of transfers between levels, and the valuation processes for Level 3 fair value measurements.

The updated guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019.

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

The adoption did not have a material impact on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU 2018-14, *Compensation - Retirement Benefits - Defined Benefit Plans (Topic 715)*.

The updated guidance requires additional disclosures of weighted-average interest crediting rates for cash balance plans and an explanation of the reasons for significant gains and losses related to changes in the benefit obligation.

Amendments in the guidance also clarify the requirement to disclose the projected benefit obligation (PBO) and fair value of plan assets for plans with PBOs in excess of plan assets.

The same disclosure is needed for the accumulated benefit obligation (ABO) and fair value of plan assets for plans with ABOs in excess of plan assets.

The guidance removes certain previous disclosure requirements no longer considered cost beneficial.

The amendments are effective for fiscal years ending after December 15, 2020, with early adoption permitted.

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

*Fiscal 2020*

In February 2016, the FASB issued ASU 2016-02, *Leases (Topic 842)*.

The updated guidance requires lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than twelve months.

Recognition, measurement, and presentation of expenses will depend on the classification as a finance or operating lease.

Management's report on the Company's internal control over financial reporting is included on page [removed: [30](#i2c168482af9c47f6996a00ddc4d87a91_67)] [added: [35](#i275b1f2d15c9410cb4c275aa5e060733_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](#i2c168482af9c47f6996a00ddc4d87a91_70)] [added: [36](#i275b1f2d15c9410cb4c275aa5e060733_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: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the fiscal quarter ended October 29, 2023, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as the terms are defined in Item 408(a) of Regulation S-K.

None.

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: 31, 2023,] [added: 30, 2024,] is incorporated herein by reference.

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

to, or waiver from, a provision of this Code of Ethical Business Conduct by posting such information on the Company’s website at the address and location specified above.

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: 31, 2023,] [added: 30, 2024,] is incorporated herein by reference.

Information regarding the Company's equity compensation plans as of October [removed: 30, 2022,] [added: 29, 2023,] is presented below:

| Plan Category | | | | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1) | | | | | | [removed: Weighted-Average] [added: Weighted-average] Exercise Price of Outstanding Options, Warrants and Rights(2) | | | | | | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in [removed: Column (a))] [added: 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: 31, 2023,] [added: 30, 2024,] is incorporated herein by reference.

| Equity Compensation Plans Approved by Security Holders | | | | | | 17,268,449 | | | | | | $37.61 | | | | | | 10,099,031 | | |

| Total | | | | | | 17,268,449 | | | | | | $37.61 | | | | | | 10,099,031 | | |

(1) Includes 16,383,844 stock options, 722,899 restricted stock units, 43,502 restricted shares and 118,204 deferred stock units.

| 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.

Information under “Related Party Transactions” and “Board Independence” in the definitive proxy statement for the Annual Meeting of Stockholders to be held January [removed: 31, 2023,] [added: 30, 2024,] 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: 31, 2023,] [added: 30, 2024,] is incorporated herein by reference.

The following consolidated financial statements of Hormel Foods Corporation for the fiscal year ended October [removed: 30, 2022,] [added: 29, 2023,] are filed as part of this report:

Consolidated Statements of [removed: Operations–Fiscal] [added: Operations – Fiscal] Years Ended October [added: 29, 2023, October] 30, 2022, [removed: October 31, 2021,] and October [removed: 25, 2020.][added: 31, 2021.]

Consolidated Statements of Comprehensive [removed: Income–Fiscal] [added: Income – Fiscal] Years Ended October [added: 29, 2023, October] 30, 2022, [removed: October 31, 2021,] and October [removed: 25, 2020.][added: 31, 2021.]

Consolidated Statements of Financial [removed: Position–October 30, 2022,] [added: Position – October 29, 2023] and October [removed: 31, 2021.][added: 30, 2022.]

Consolidated Statements of Changes in Shareholders’ [removed: Investment–Fiscal] [added: Investment – Fiscal] Years Ended October [added: 29, 2023, October] 30, 2022, [removed: October 31, 2021,] and October [removed: 25, 2020.][added: 31, 2021.]

Consolidated Statements of Cash [removed: Flows–Fiscal] [added: Flows – Fiscal] Years Ended October [added: 29, 2023, October] 30, 2022, [removed: October 31, 2021,] and October [removed: 25, 2020.][added: 31, 2021.]

Notes to [added: the] Consolidated Financial Statements

Schedule II – Valuation and Qualifying Accounts and Reserves–Fiscal Years Ended October [added: 29, 2023, October] 30, 2022, [removed: October 31, 2021,] and October [removed: 25, 2020.][added: 31, 2021.]

| Classification | | | | | | Balance at Beginning of Period | | | | | | Charged to Cost and Expenses | | | | | | Charged to Other Accounts [removed: Describe] [added: (Describe)] | | | | | | | | | [removed: Deductions- Describe] [added: Deductions (Describe)] | | | | | | | | | Balance at End of Period | | |

| Fiscal year ended October [removed: 25, 2020] [added: 29, 2023] Allowance for doubtful accounts receivable | | | | | | $ | [removed: 4,063] [added: 3,507] | | | | | $ | [removed: 339] [added: 289] | | | | | $ | [removed: (63)] [added: —] | | [removed: (4)] | | | | | | $ | [removed: 452] [added: 275] | | (1) | | | | | | $ | [removed: 4,012] [added: 3,557] | |

| [removed: [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)] [added: [10.15](https://www.sec.gov/Archives/edgar/data/48465/000004846523000046/firstamendmenttocreditag.htm)[(1)](http://www.sec.gov/Archives/edgar/data/48465/000004846519000057/hormelformofrsuawardag.htm)] | | | | | | [removed: [U.S. $750,000,000] [added: [First Amendment to the] Credit Agreement, dated as of [removed: May 6, 2021,] [added: April 17, 2023,] 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. (Incorporated] [added: thereof.](https://www.sec.gov/Archives/edgar/data/48465/000004846523000046/firstamendmenttocreditag.htm) [(Incorporated] by reference to Exhibit 10.1 to [removed: the Company's Current] [added: Hormel's Quarterly] Report on [removed: Form 8-K filed on May 6, 2021,] [added: Form](https://www.sec.gov/Archives/edgar/data/48465/000004846523000046/firstamendmenttocreditag.htm) [10-Q](https://www.sec.gov/Archives/edgar/data/48465/000004846523000046/firstamendmenttocreditag.htm) [for the](https://www.sec.gov/Archives/edgar/data/48465/000004846523000046/firstamendmenttocreditag.htm) [quarter](https://www.sec.gov/Archives/edgar/data/48465/000004846523000046/firstamendmenttocreditag.htm) [ended April 30, 2023,] File [removed: No. 001- 02402.)](http://www.sec.gov/Archives/edgar/data/48465/000110465921062462/tm2115305d1_ex10-1.htm)] [added: No](https://www.sec.gov/Archives/edgar/data/48465/000004846523000046/firstamendmenttocreditag.htm)[. 001-02402](https://www.sec.gov/Archives/edgar/data/48465/000004846523000046/firstamendmenttocreditag.htm))] | | |

| [removed: [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)] [added: [21.1](https://www.sec.gov/Archives/edgar/data/48465/000004846523000083/q42023ex211subsidiaries.htm)[(2)](https://www.sec.gov/Archives/edgar/data/48465/000004846523000083/q42023ex211subsidiaries.htm)] | | | | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/48465/000004846522000051/q42022ex211subsidiaries.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/48465/000004846523000083/q42023ex211subsidiaries.htm)] | | |

| [removed: [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)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/48465/000004846523000083/q42023exhibit231eyconsent.htm)[(2)](https://www.sec.gov/Archives/edgar/data/48465/000004846523000083/q42023exhibit231eyconsent.htm)] | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/48465/000004846522000051/q42022exhibit231eyconsent.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/48465/000004846523000083/q42023exhibit231eyconsent.htm)] | | |

| [removed: [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)] [added: [24.1](https://www.sec.gov/Archives/edgar/data/48465/000004846523000083/q42023ex241powerofattorney.htm)[(2)](https://www.sec.gov/Archives/edgar/data/48465/000004846523000083/q42023ex241powerofattorney.htm)] | | | | | | [Power of [removed: Attorney.](https://www.sec.gov/Archives/edgar/data/48465/000004846522000051/q42022ex241powerofattorney.htm)] [added: Attorney.](https://www.sec.gov/Archives/edgar/data/48465/000004846523000083/q42023ex241powerofattorney.htm)] | | |

| [removed: [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)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/48465/000004846523000083/q42023exhibit311ceosoxcert.htm)[(2)](https://www.sec.gov/Archives/edgar/data/48465/000004846523000083/q42023exhibit311ceosoxcert.htm)] | | | | | | [Certification Required Under Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/48465/000004846522000051/q42022exhibit311ceosoxcert.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/48465/000004846523000083/q42023exhibit311ceosoxcert.htm)] | | |

| [removed: [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)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/48465/000004846523000083/q42023exhibit312cfosoxcert.htm)[(2)](https://www.sec.gov/Archives/edgar/data/48465/000004846523000083/q42023exhibit312cfosoxcert.htm)] | | | | | | [Certification Required Under Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/48465/000004846522000051/q42022exhibit312cfosoxcert.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/48465/000004846523000083/q42023exhibit312cfosoxcert.htm)] | | |

| [removed: [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)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/48465/000004846523000083/q42023ex321ceo-cfosoxcert.htm)[(2)](https://www.sec.gov/Archives/edgar/data/48465/000004846523000083/q42023ex321ceo-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/48465/000004846522000051/q42022ex321ceo-cfosoxcert.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/48465/000004846523000083/q42023ex321ceo-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: 30, 2022,] [added: 29, 2023,] 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 [added: the] 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: 30, 2022,] [added: 29, 2023,] formatted in Inline XBRL (included as Exhibit 101). | | |

| | | | | | | | | | | | | | | | | | | | | | | | | (36) | | | (2) | | | | | | | | | | | |

| [97.1](https://www.sec.gov/Archives/edgar/data/48465/000004846523000083/q42023ex971compensationrec.htm)(2) | | | | | | [Hormel Food](https://www.sec.gov/Archives/edgar/data/48465/000004846523000083/q42023ex971compensationrec.htm)[s](https://www.sec.gov/Archives/edgar/data/48465/000004846523000083/q42023ex971compensationrec.htm) [](https://www.sec.gov/Archives/edgar/data/48465/000004846523000083/q42023ex971compensationrec.htm)[Corporation](https://www.sec.gov/Archives/edgar/data/48465/000004846523000083/q42023ex971compensationrec.htm) [Compensation Recovery Policy](https://www.sec.gov/Archives/edgar/data/48465/000004846523000083/q42023ex971compensationrec.htm) | | |

| | | | | | | | | |

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

(4) Consolidation of the Applegate reserve.

(5) Increase in the reserve due to the inclusion of Sadler's accounts receivable.

| | | | By: | | | /s/ JAMES P. SNEE | | | December 6, [removed: 2022] [added: 2023] | | |

| /s/ JAMES P. SNEE | | | | | | Chairman of the Board, President and Chief Executive Officer | | | [removed: 12/6/2022] [added: December 6, 2023] | | |

| /s/ JACINTH C. SMILEY | | | | | | Executive Vice President and Chief Financial Officer | | | [removed: 12/6/2022] [added: December 6, 2023] | | |

| /s/ PAUL R. KUEHNEMAN | | | | | | Vice President and Controller | | | [removed: 12/6/2022] [added: December 6, 2023] | | |

| /s/ GARY C. BHOJWANI* | | | | | | Director | | | [removed: 12/6/2022] [added: December 6, 2023] | | |

| /s/ STEPHEN M. LACY* | | | | | | Director | | | [removed: 12/6/2022] [added: December 6, 2023] | | |

| /s/ ELSA A. MURANO* | | | | | | Director | | | [removed: 12/6/2022] [added: December 6, 2023] | | |

| /s/ WILLIAM A. NEWLANDS* | | | | | | Director | | | [removed: 12/6/2022] [added: December 6, 2023] | | |

| /s/ CHRISTOPHER J. POLICINSKI* | | | | | | Director | | | [removed: 12/6/2022] [added: December 6, 2023] | | |

| /s/ JOSE L. PRADO* | | | | | | Director | | | [removed: 12/6/2022] [added: December 6, 2023] | | |

| /s/ SALLY J. SMITH* | | | | | | Director | | | [removed: 12/6/2022] [added: December 6, 2023] | | |

| /s/ STEVEN A. WHITE* | | | | | | Director | | | [removed: 12/6/2022] [added: December 6, 2023] | | |

| *By: /s/ PAUL R. KUEHNEMAN | | | | | | | | | [removed: 12/6/2022] [added: December 6, 2023] | | |

| /s/ PRAMA BHATT* | | | | | | Director | | | December 6, 2023 | | |

| /s/ RAYMOND G. YOUNG* | | | | | | Director | | | December 6, 2023 | | |

| RAYMOND G. YOUNG | | | | | | | | | | | |

| /s/ MICHAEL P. ZECHMEISTER* | | | | | | Director | | | December 6, 2023 | | |

| MICHAEL P. ZECHMEISTER | | | | | | | | | | | |

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

| /s/ TERRELL K. CREWS* | | | | | | Director | | | 12/6/2022 | | |

| TERRELL K. CREWS | | | | | | | | | | | |

| /s/ SUSAN K. NESTEGARD* | | | | | | Director | | | 12/6/2022 | | |