Hormel Foods (HRL) 10-K risk factor changes: FY2024 vs FY2023

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

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

The Company has no [added: manufacturing] operations in [removed: Russia or] [added: Russia,] Ukraine, [added: or the Middle East,] yet it has experienced inflated fuel costs and supply chain shortages and delays due to the impact of the military [removed: conflict] [added: conflicts] on the global economy.

If [removed: this conflict,] [added: these conflicts] or others [removed: such as the Israel-Hamas war, escalates] [added: arise or escalate] further, [removed: it could result in,] [added: the Company could,] among other things, [added: face] additional supply chain disruptions, rising prices for oil and other commodities, volatility in capital markets and foreign exchange rates, rising interest rates, or heightened cybersecurity risks, any of which may adversely affect the [removed: Company's] [added: Company’s] business.

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

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

[added: Risks and uncertainties associated with intangible assets, including any future goodwill or intangible asset impairment charges, may negatively impact the Company.] The [removed: Company's] [added: Company’s] goodwill and indefinite-lived intangible assets are initially recorded at fair value and are not [removed: amortized,] [added: amortized] but are reviewed for impairment annually or more frequently if impairment indicators arise.

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

The Company has developed contingency plans to address infectious disease scenarios and the potential impact on its [removed: operations,] [added: operations] and will continue to update these [removed: plans] [added: plans,] as necessary.

The Company has made several acquisitions, joint ventures, equity investments, and divestitures in recent years, including the [removed: acquisition of the *Planters®* snack nuts business in fiscal 2021 and] purchase of a minority interest in Garudafood in fiscal [removed: 2023.][added: 2023 and the divestiture of Hormel Health Labs, LLC in fiscal 2024.]

Potential risks associated with these transactions include the inability to consummate a transaction timely or on favorable terms, diversion of [removed: management's] [added: management’s] attention from other business concerns, loss of key employees and customers of current or acquired companies, inability to integrate or divest operations successfully, assumption of unknown liabilities, disputes with buyers, sellers, or partners, inability to obtain favorable financing terms, [removed: 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.

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

Additionally, partners may [removed: become bankrupt,] make business decisions that are inconsistent with the [removed: Company's] [added: Company’s] goals, [removed: or] block or delay necessary [removed: decisions.][added: decisions, or experience financial difficulties of their own.]

Any [removed: or all] of these risks could impact the Company’s financial results and business reputation.

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

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

[removed: During] [added: In addition, during] fiscal 2023, [removed: an impairment was indicated for] the [removed: *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 is subject to [added: the risk of] disruption of [removed: operations] [added: operations, including] at [added: owned facilities,] co-manufacturers, suppliers, logistics providers, customers, or other third-party service providers. [added: The Company’s ability, and the ability of the Company’s co‑manufacturers, suppliers, and logistics providers to manufacture, supply and distribute the Company’s products is critical to the Company’s success.]

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

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

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

The Company is subject to [added: risk of] the loss of a [removed: material contract.] [added: significant contract or unfavorable changes in the Company’s relationships with significant customers.] The Company is a party to several supply, distribution, contract packaging and other [removed: material] [added: significant] contracts.

The loss of a [removed: material] [added: significant] contract or failure to obtain new [removed: material] [added: significant] contracts could adversely affect the Company’s financial results.

[removed: In addition, the] [added: The] Company [added: also] increasingly relies upon third-party service providers for a variety of business functions, including cloud-based services.

[removed: Continued] [added: In addition,] high-profile data security incidents [added: and IT interruptions] at other [added: companies, including] companies [added: with whom the Company does business,] evidence an external environment that is becoming increasingly [removed: hostile.][added: challenging.]

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

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 [added: IT interruptions or] cybersecurity threats, especially [removed: because] [added: because, in connection with cybersecurity threats] the techniques used change frequently and [removed: because attacks can originate from a wide variety of sources, both domestic and foreign.]

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

In addition, the Company is in the midst of multi-year data and technology transformation projects to achieve better analytics, customer service, [removed: and] process [removed: efficiencies.][added: efficiencies, and upgrade technologies.]

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

[added: Deterioration of labor relations, labor availability or increases in labor costs could harm the Company’s business.] A significant increase in labor costs or a deterioration of labor relations at any of the Company’s [added: owned] facilities or co-manufacturing facilities resulting in work slowdowns or stoppages could harm the Company’s financial results.

The Company’s operations are subject to the general risks of the food industry. The food products manufacturing industry is subject to the risks posed [removed: by:][added: by a number of factors, including:]

If one or more of these risks were to materialize, the [removed: Company’s] [added: Company could incur significant costs, loss of sales, regulatory action, or litigation as well as negative impacts to its] brand and business [removed: reputation could be negatively impacted.][added: reputation.]

The outbreak of such diseases could adversely affect the Company’s supply of raw materials, increase the cost of production, reduce utilization of the Company’s harvest facilities, and reduce [removed: operating margins.][added: earnings.]

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

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

HPAI was detected within the [removed: Company's] [added: Company’s] turkey supply chain during [removed: the fourth quarter of] fiscal [removed: 2023] [added: 2024] and [added: the] first quarter of fiscal [removed: 2024.][added: 2025.]

The impact of HPAI has reduced and [added: the Company believes it] will continue to reduce production volume in the [removed: Company's] [added: Company’s] turkey [removed: facilities into fiscal 2024.][added: facilities.]

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

The Company has developed business continuity plans for various disease scenarios and will continue to update these [removed: plans] [added: plans,] as necessary.

There is also the risk of post-acquisition impairment charges if purchase assumptions are not achieved.

Fiscal 2024 net sales for *Planters®* snack nuts were negatively impacted by production disruptions at the Suffolk, Virginia, facility.

The Company believes these impacts are short term in nature (less than one year) and projects sales to recover to historical levels shortly after supply normalizes.

Should the impact last longer, or be more severe than currently anticipated, it is likely the Company would have to recognize an impairment charge on this trade name, which is currently valued at $675 million.

A significant disruption in the operation of the Company’s manufacturing, supply, or distribution capabilities, whether Company-owned or supported by third parties, could have a negative impact on the Company’s ability to operate its business.

The Company relies on its customers to sell its products to ultimate consumers.

The Company also relies on a variety of third-party service providers to support its operations.

The Company may not realize the anticipated cost savings or operating profit improvements associated with strategic initiatives, including its Transform and Modernize initiative. The Company implements strategic initiatives to achieve a profitable cost structure, operate more profitably, better serve customers, and optimize cash flow.

The Company began its Transform and Modernize initiative in the second half of fiscal 2023 with a goal of contributing meaningful operating profit growth through fiscal 2026.

Sales to the Company's largest customer, Walmart, accounted for approximately 16 percent of consolidated gross sales less returns and allowances during fiscal 2024.

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

The Company’s top five customers collectively represented approximately 37 percent of consolidated gross sales less returns and allowances during fiscal 2024.

The loss of one or more of the top customers in any of the reportable segments could have a material adverse effect upon such segment’s financial results.

The Company may be adversely impacted if the Company is affected by cybersecurity attacks, security breaches, or other IT interruptions, involving its own systems or those with whom it does business. IT systems are an important part of the Company’s business operations.

In addition, from time to time the Company has experienced disruptions to its operations due to IT interruptions at third parties with whom it does business.

To date, none of these have been material.

because attacks can originate from a wide variety of sources, both domestic and foreign.

If the Company experiences a loss or significant disruption in its operations due to a cybersecurity event or other IT interruption, the Company may suffer reputational, competitive, and business harm and may be exposed to legal liability, which may adversely affect the Company’s results of operations.

The Company may be adversely affected if it fails to timely replace legacy technologies. The Company has been evolving its IT infrastructure but continues to rely on a variety of legacy technologies across its business.

The Company is investing significant funds to update its IT infrastructure.

If the Company fails to timely complete this work, the risk of an adverse cybersecurity incident may increase, if, for example, vendors fail to continue to provide security updates.

Reliance on legacy technology for an extended period may also increase the Company’s IT maintenance expense and risk of system downtime, as well as slow the Company’s adoption of more innovative technologies or ability to benefit from more sophisticated data analytics.

The Company periodically renegotiates its collective bargaining agreements as such agreements expire.

New or increased unionization efforts at a facility or failure to successfully negotiate with existing unions could lead to disruptions in the Company's supply chain, increases in operating costs, and constraints on operating flexibility.

▪mislabeling, including with respect to food allergens;

▪claims of false or deceptive advertising;

During the third quarter of fiscal 2024, the Company voluntarily recalled a limited number of *Planters®* products due to the potential for contamination of the product with *Listeria monocytogenes*.

Although to-date there have been no reports of illness related to the recalled products, the Company has experienced costs and business impacts associated with the event.

HPAI could continue to be detected in the future.

The Company’s failure to compete successfully on these factors could lead to, among other things, reduced demand for the Company’s brands and products, which could negatively impact the Company’s financial condition and results of operations.

The Company faces risks related to its ability to respond to changing consumer preferences, diets and eating patterns, including through its innovation and marketing investments. The Company invests in consumer insights and research and development to deliver innovative products that resonate with consumers, appeal to customers, and support sales growth.

Consumer preferences for food products are impacted by a variety of factors, including convenience, flavor variety and developments in options for weight management (e.g., the use of medications).

If the Company is unsuccessful in developing and introducing new products that resonate with consumers, the return on the Company’s investment in new product development will be less than anticipated and the Company’s efforts to grow sales through innovation will be less successful than expected.

In addition, these regulations could become more restrictive, which could lead to increased costs for the Company.

For example, pork harvest facilities that the Company relies upon in its supply chain are subject to maximum production line speeds.

The current maximum line speeds are under review by the government.

If line speeds are required to be slowed, harvest capacity and costs may be negatively impacted.

now may be considered hazardous.

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

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

Disruptions of third-party providers have had and may continue to have an adverse effect on the Company's financial results.

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.

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.

The Company may be adversely impacted if the Company is unable to protect information technology systems against, or effectively respond to, cyber attacks or security breaches. Information technology systems are an important part of the Company’s business operations.

Remote work arrangements may bring additional information technology and data security risks.

Deterioration of labor relations, labor availability or increases in labor costs could harm the Company’s business. As of October 29, 2023, the Company employed 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 two of the Company's manufacturing facilities, covering approximately 250 employees, will expire during fiscal 2024.

▪food allergens;

In addition, revenues could decrease, costs of doing business could increase, and the Company’s operating results could be adversely affected.

Failure to identify and react to changes in food trends such as sustainability of product sources and animal welfare could lead to, among other things, reduced demand for the Company’s brands and products.

The Company may be unable to compete successfully on any or all of these factors in the future.

A 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 may continue to be negatively impacted until a solution is reached.

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

Adjusted net earnings(1) — excluding the impact of [removed: the adverse arbitration ruling, non-cash impairment charges, and] costs associated with the [removed: Company's transformation] [added: Company’s Transform] and [removed: modernization initiative] [added: Modernize (T&M) initiative, litigation settlements, and the gain on the divestiture of Hormel Health Labs, LLC (Hormel Health Labs)] — declined [removed: 12] [added: 2] percent.

[removed: Diluted net earnings per] share and adjusted diluted [removed: net] earnings per share(1) for fiscal [removed: 2023] [added: 2024] were [removed: $1.45] [added: $1.47] and [removed: $1.61,] [added: $1.58,] respectively, compared to [removed: $1.82] [added: $1.45 and $1.61] last year.

The annual dividend for [removed: 2024] [added: 2025] will be [removed: $1.13] [added: $1.16] per share, representing an increase of 3 percent and marking the [removed: 58th] [added: 59th] consecutive year of dividend increases.

Fiscal [removed: 2024] [added: 2025] Outlook(2): The Company continues to navigate through a dynamic [removed: operating environment characterized by slowing] consumer [removed: demand, inflationary pressures,] and [removed: headwinds in its turkey business.][added: operating environment.]

[removed: Net sales] [added: Organic net sales(1)] growth of 1 percent to 3 percent is expected [removed: and] [added: in fiscal 2025, which] assumes [removed: volume] [added: benefits from modestly higher volumes,] growth in key [removed: categories,] [added: categories and markets,] higher brand support and innovation, [removed: a benefit from incremental] [added: market-based] pricing actions, and the current assumptions for raw material [removed: input] costs.

From a bottom-line perspective, diluted [removed: net] earnings per share are expected to be [removed: $1.43] [added: $1.51] to [removed: $1.57] [added: $1.65] and adjusted diluted [removed: net] earnings per share(1) are expected to be [removed: $1.51] [added: $1.58] to [removed: $1.65.][added: $1.72.]

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

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

The Company remains in a strong financial position due to its consistent cash flow, liquidity, and [removed: strong] [added: solid] balance sheet.

The Company plans to continue to support the business through increased marketing and advertising investments for its leading [removed: brands as well as investments into its production capabilities, including converting the Barron, Wisconsin, plant into a value-added facility to support growth across the portfolio.][added: brands.]

For fiscal [removed: 2024,] [added: 2025,] the Company expects a [removed: modest] benefit to net earnings from its [removed: transformation and modernization] [added: T&M] initiative.

A [removed: detailed] review of the [removed: Company's] [added: Company’s] fiscal [removed: 2023] [added: 2024] performance compared to fiscal [removed: 2022] [added: 2023] appears in the following section.

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

(2) All forward-looking comparisons for fiscal [removed: 2024] [added: 2025] are comparing fiscal [removed: 2023] [added: 2024] GAAP figures to projected fiscal [removed: 2024] [added: 2025] GAAP figures, unless otherwise noted.

The Company is a processor of branded and unbranded food products for retail, foodservice, [removed: deli,] and commercial customers.

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

The Retail segment consists primarily of the processing, marketing, and sale of food products sold predominantly in the retail [removed: market.][added: market in the United States.]

The Foodservice segment consists primarily of the processing, marketing, and sale of food [removed: and nutritional] products for foodservice, convenience store, and commercial [removed: customers.][added: customers located in the United States.]

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

The Company’s fiscal year consisted of 52 weeks in fiscal years [removed: 2023 and 2022] [added: 2024, 2023,] and [removed: 53 weeks in fiscal year 2021.][added: 2022.]

Fiscal year [removed: 2024] [added: 2025] will consist of 52 weeks.

[removed: Net Earnings and] Diluted [removed: Earnings Per Share][added: earnings per]

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

| *In thousands, except per share amounts* | | | | | | October [removed: 29, 2023] [added: 27, 2024] | | | | | | October [removed: 30, 2022] [added: 29, 2023] | | | | | | % Change | | | | | | October [removed: 29, 2023] [added: 27, 2024] | | | | | | October [removed: 30, 2022] [added: 29, 2023] | | | | | | % Change | | |

| Diluted Earnings Per Share [removed: | | | | | | 0.36 | | | | | | 0.51] [added: (GAAP)] | | | | | | [removed: (29.4)] [added: $] | [added: 0.40] | | | | | [removed: 1.45] [added: $] | [added: 0.36] | | | | | [removed: 1.82] [added: $] | [added: 1.47] | | | | | [removed: (20.3)] [added: $] | [added: 1.45] | |

| Adjusted Diluted Earnings Per Share(1) | | | | | | 0.42 | | | | | | [removed: 0.51] [added: 0.42] | | | | | | [removed: (17.2)] [added: —] | | | | | | [removed: 1.61] [added: 1.58] | | | | | | [removed: 1.82] [added: 1.61] | | | | | | [removed: (11.4)] [added: (1.9)] | | |

[removed: Volume and] [added: Organic] Net Sales

| *In thousands* | | | | | | October [removed: 29, 2023] [added: 27, 2024] | | | | | | October [removed: 30, 2022] [added: 29, 2023] | | | | | | % Change | | | | | | October [removed: 29, 2023] [added: 27, 2024] | | | | | | October [removed: 30, 2022] [added: 29, 2023] | | | | | | % Change | | |

Volume for the fourth quarter [added: and full year] of fiscal [removed: 2023 was comparable with last year,] [added: 2024 declined,] as higher [removed: turkey volumes] [added: volume] in [removed: each] [added: the Foodservice] segment [removed: were] [added: was more than] offset by lower [added: volume in the] Retail [removed: volumes] [added: segment, primarily] in the [removed: convenient meals and proteins] [added: Convenient Meals & Proteins] and the [removed: snacking and entertaining] [added: Value-Added Meats] verticals.

In fiscal [removed: 2024,] [added: 2025,] the Company expects [added: net] sales growth, which assumes benefits from modestly higher volumes, growth in key [removed: categories,] [added: categories and markets,] higher brand support and innovation, [removed: incremental] [added: market-based] pricing actions, and the current assumptions for raw material costs.

Risks to this outlook include slowing consumer [removed: demand] [added: demand, unfavorable sales mix,] and [removed: greater-than-expected pricing headwinds in the turkey business.][added: higher-than-expected operating costs.]

| | | | | | | October [removed: 29,] [added: 27,] | | | | | | October [removed: 30,] [added: 29,] | | | | | | | | | | | | October [removed: 29,] [added: 27,] | | | | | | October [removed: 30,] [added: 29,] | | | | | | | | |

| *In thousands* | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | % Change | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | % Change | | |

Cost of products sold for the fourth quarter and full year of fiscal [removed: 2023] [added: 2024] decreased due to lower sales.

[removed: Raw] [added: In fiscal 2025, raw] material [removed: input] costs for pork, beef, and [removed: feed] [added: nuts] are anticipated to [removed: remain volatile and] [added: be] above historical levels.

The Company expects its [removed: transformation and modernization] [added: T&M] initiative to [removed: begin delivering modest] [added: deliver] cost savings in fiscal [removed: 2024,] [added: 2025,] targeting [removed: packaging,] [added: the procurement of ingredients and supplies,] logistics, and production costs.

| Percent of Net Sales | | | | | | [removed: 16.1] [added: 16.6] | | % | | | | [removed: 17.3] [added: 16.1] | | % | | | | | | | | | | [removed: 16.5] [added: 17.0] | | % | | | | [removed: 17.4] [added: 16.5] | | % | | | | | | |

[removed: Consolidated] [added: Compared to fiscal 2023,] gross profit as a percent of net sales [added: increased] for the [removed: fourth quarter and full year of fiscal 2023 decreased, driven primarily by unfavorable mix in the] Retail and International segments and [added: decreased for] the [removed: persistent impact of inflationary pressures.][added: Foodservice segment.]

In fiscal [removed: 2024,] [added: 2025,] the Company expects gross profit as a percent of net sales to [removed: be comparable] [added: increase compared] to [removed: fiscal 2023.][added: the prior year.]

| Percent of Net Sales | | | | | | [removed: 6.8] [added: 7.6] | | % | | | | [removed: 6.3] [added: 6.8] | | % | | | | | | | | | | [removed: 7.8] [added: 8.4] | | % | | | | [removed: 7.1] [added: 7.8] | | % | | | | | | |

Fiscal 2024: The Company believes fiscal 2024 demonstrated the solid execution of its strategy, the power of its portfolio and the resilience of its team.

The Company achieved net sales of $11.9 billion, declining 2 percent compared to the prior year, as the benefit from broad-based growth in the Foodservice segment and value-added growth in the Retail segment from *Applegate®*, value-added fresh pork, bacon, and value-added turkey, was more than offset by declines in the Retail and International segments.

Declines in the Retail segment were driven primarily by significant year-over-year pricing declines for whole bird and commodity turkey and softness in the Convenient Meals & Proteins vertical.

International net sales declines were driven by lower commodity exports and lower net sales in China.

Segment profit increased 2 percent compared to prior year, as favorable results in the International segment were partially offset by unfavorable results in the Retail segment.

Segment profit for the Foodservice segment was comparable to the prior year.

Net earnings increased 1 percent compared to the prior year, as improved segment profit and favorable interest and investment income were partially offset by a higher effective tax rate.

International segment profit increased significantly compared to prior year due to contribution from the Company’s minority investments, improved mix and favorable costs in the Company's China business, and favorable export product mix.

Segment profit for the Foodservice segment was comparable to the prior year as the benefit from higher sales and lower logistics expenses were offset by higher selling, general and administrative (SG&A) expenses.

Retail segment profit declined for the full year due to lower sales, lower equity in earnings of affiliates, and higher SG&A expenses.

These declines were partially offset by the benefit from lower logistics expenses, savings from the T&M initiative, and the lapping of a non-cash impairment charge associated with the *Justin’s®* trade name in fiscal 2023.

Fiscal 2024 was an important year of investment for the Company's multi-year T&M initiative.

The Company made meaningful progress on the initiative, which is expected to deliver long-term value to the organization.

Capital expenditures in fiscal 2024 were $256 million, including investments in capacity expansions for *Hormel®* *Fire Braised®* products, *Applegate®* products and the Jiaxing, China, facility.

Dividends paid to shareholders were a record $615 million.

Earnings are expected to decline in the first half of the year as growth in key categories and markets is expected to be offset by the recovery from a prior year production disruption at the Company's Suffolk, Virginia, facility, the impact from lower commodity turkey markets, and higher SG&A expenses, including increased brand support through advertising.

Further, continued capital expenditure investments including investments for data and technology related to its T&M initiative and capacity expansions for *Hormel®* *Fire Braised®* products, *Applegate®* products and the Jiaxing, China, facility.

Consistent with the plan outlined at its 2023 investor day, the Company expects fiscal 2025 to be a year of acceleration in its T&M initiative.

A review of fiscal 2023 performance compared to fiscal 2022 is set forth in Part II, Item 7 of the Company’s Form 10-K for the fiscal year ended October 29, 2023, under the caption "Management’s Discussion and Analysis of Financial Condition and Results of Operations," which is incorporated herein by reference.

| Net Earnings Attributable to Hormel Foods Corporation | | | | | | $ | 220,196 | | | | | $ | 195,935 | | | | | 12.4 | | | | | | $ | 805,038 | | | | | $ | 793,572 | | | | | 1.4 | | |

| Diluted Earnings Per Share | | | | | | 0.40 | | | | | | 0.36 | | | | | | 11.1 | | | | | | 1.47 | | | | | | 1.45 | | | | | | 1.4 | | |

(1) See the "Non-GAAP Measures" section below for a description of the Company’s use of measures not defined by U.S. GAAP.

| Volume (lbs.) | | | | | | 1,108,203 | | | | | | 1,155,445 | | | | | | (4.1) | | | | | | 4,288,290 | | | | | | 4,411,738 | | | | | | (2.8) | | |

| Net Sales | | | | | | $ | 3,138,091 | | | | | $ | 3,198,079 | | | | | (1.9) | | | | | | $ | 11,920,797 | | | | | $ | 12,110,010 | | | | | (1.6) | | |

Net sales declined in the fourth quarter of fiscal 2024, as higher net sales in the Foodservice and International segments were more than offset by declines in the Retail segment, driven by significant year-over-year pricing declines for whole bird turkeys and lower sales of *Planters®* snack nuts resulting from production disruptions at the Suffolk, Virginia, facility.

Full year fiscal 2024 net sales declined compared to the prior year, as the benefit from broad-based growth in the Foodservice segment and value-added growth in the Retail segment from *Applegate®*, value-added fresh pork, bacon, and value-added turkey, was more than offset by declines in the Retail and International segments.

Declines in the Retail segment were driven primarily by significant year-over-year pricing declines for whole bird and commodity turkey and softness in the Convenient Meals & Proteins vertical.

International net sales declines were driven by lower commodity exports and lower net sales in China.

| Cost of Products Sold | | | | | | $ | 2,616,861 | | | | | $ | 2,683,655 | | | | | (2.5) | | | | | | $ | 9,898,659 | | | | | $ | 10,110,169 | | | | | (2.1) | | |

Cost of products sold per pound increased one percent in fiscal 2024, driven primarily by product mix changes and inflationary pressures, partially offset by cost savings from the Company's T&M initiative.

Feed costs are expected to be lower as compared to the prior year.

The Company is anticipating normalized levels of inflation for employee, packaging, and production related expenses.

| *In thousands* | | | | | | 2024 | | | | | | 2023 | | | | | | % Change | | | | | | 2024 | | | | | | 2023 | | | | | | % Change | | |

| Gross Profit | | | | | | $ | 521,230 | | | | | $ | 514,425 | | | | | 1.3 | | | | | | $ | 2,022,138 | | | | | $ | 1,999,841 | | | | | 1.1 | | |

Gross profit as a percent of net sales for the fourth quarter and full year of fiscal 2024 increased, as pricing actions and cost savings from the Company's T&M initiative were partially offset by inflationary pressures.

| SG&A | | | | | | $ | 238,587 | | | | | $ | 216,546 | | | | | 10.2 | | | | | | $ | 1,005,294 | | | | | $ | 942,167 | | | | | 6.7 | | |

(1) See the "Non-GAAP Measures" section below for a description of the Company’s use of measures not defined by U.S. GAAP.

SG&A expenses for the fourth quarter of fiscal 2024 increased due to higher employee-related expenses and higher consulting fees related to the Company’s T&M initiative.

Adjusted SG&A expenses as a percent of net sales(1) for fiscal 2024 increased due to employee-related expenses.

| *In thousands* | | | | | | 2024 | | | | | | 2023 | | | | | | % Change | | | | | | 2024 | | | | | | 2023 | | | | | | % Change | | |

Fiscal 2023: The Company achieved its second consecutive year of net sales in excess of $12 billion in fiscal 2023.

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.

Volume declined for the full year, primarily due to declines in commodity pork availability as a result of the Company's new pork supply agreement and lower turkey supply in the first half of the year due to the impacts of HPAI.

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.

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.

Capital expenditures in fiscal 2023 were $270 million, including investments in new production capabilities for retail and foodservice pepperoni and an expansion for the *SPAM®* family of products.

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.

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.

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.

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.

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

FISCAL YEARS 2023 AND 2022

CONSOLIDATED RESULTS

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

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

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

| 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) | | |

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.

The primary drivers of lower volume in fiscal 2023 were declines in commodity pork availability as a result of the Company's new pork supply agreement and lower turkey supply in the first half of the year from the impacts of HPAI.

Cost of Products Sold

| Cost of Products Sold | | | | | | $ | 2,683,655 | | | | | $ | 2,717,058 | | | | | (1.2) | | | | | | $ | 10,110,169 | | | | | $ | 10,294,120 | | | | | (1.8) | | |

On a volume basis, cost of products sold increased 2 percent in fiscal 2023, driven primarily by inflationary pressures stemming from, among other inputs, packaging, logistics, and labor.

In fiscal 2024, costs are expected to moderate relative to the high levels of inflation the business has absorbed since the beginning of fiscal 2021.

Gross Profit

| Gross Profit | | | | | | $ | 514,425 | | | | | $ | 566,417 | | | | | (9.2) | | | | | | $ | 1,999,841 | | | | | $ | 2,164,686 | | | | | (7.6) | | |

Pricing actions helped mitigate some of the impact from inflationary pressures.

Compared to fiscal 2022, gross profit as a percent of net sales for the fourth quarter and full year increased for the Foodservice segment but declined for the Retail and International segments.

Selling, General, and Administrative (SG&A)

| SG&A | | | | | | $ | 216,546 | | | | | $ | 206,487 | | | | | 4.9 | | | | | | $ | 942,167 | | | | | $ | 879,265 | | | | | 7.2 | | |

The Company is exposed to various forms of market risk as a part of its ongoing business [removed: practices.][added: practices including commodity price risk, interest rate risk, foreign currency exchange rate risk, and investment risk, among others.]

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

The fair value of the Company’s cash flow commodity contracts as of October [removed: 29, 2023,] [added: 27, 2024,] was [removed: $17.1] [added: $(5.9)] million compared to [removed: $21.6] [added: $(17.1)] million as of October [removed: 30, 2022.][added: 29, 2023.]

A 10 percent decrease in the market price would have negatively impacted the fair value of the [removed: Company's] [added: Company’s] cash flow commodity contracts as of October [removed: 29, 2023,] [added: 27, 2024,] by [removed: $26.3] [added: $26.7] million, which in turn would lower the [removed: Company's] [added: Company’s] future cost on purchased commodities by a similar amount.

As of October [removed: 29, 2023,] [added: 27, 2024,] the Company’s long-term debt had a fair value of [removed: $2.7] [added: $2.5] billion compared to $2.7 billion as of October [removed: 30, 2022.][added: 29, 2023.]

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: 29, 2023,] [added: 27, 2024,] by [removed: $83.6] [added: $73.8] million.

A 10 percent increase would have negatively impacted the long-term debt by [removed: $77.5] [added: $68.9] million.

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

The [removed: Company's] [added: Company’s] net asset position in foreign currencies as of October [removed: 29, 2023,] [added: 27, 2024,] was [removed: $1.1] [added: $1.2] billion, compared to [removed: $652.4 million] [added: $1.1 billion] as of October [removed: 30, 2022,] [added: 29, 2023,] with most of the exposure existing in [removed: Indonesian rupiah,] Chinese yuan, [added: Indonesian rupiah] and Brazilian real.

[added: As of October 27, 2024, the balance of] these securities totaled [removed: $188.2] [added: $209.7] million compared to [removed: $186.2] [added: $188.2] million as of October [removed: 30, 2022.][added: 29, 2023.]

A 10 percent decline in the value of the investments not held in fixed income funds would have negatively impacted the Company’s [removed: pretax] [added: pre-tax] earnings by approximately [removed: $7.8] [added: $10.0] million, while a 10 percent increase in value would have a positive impact of the same amount.

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

As of October 29, 2023, the balance of

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

[removed: Inspired Food.™*] Today, the Company is a global branded food company bringing some of the most trusted and iconic brands to tables across the globe with [removed: over] [added: approximately] $12 billion in annual revenue [removed: in] [added: generated from] more than 80 countries.

[added: Inspired Food.™*] The Company has continually expanded its product portfolio through organic growth and acquisitions.

The Retail segment consists primarily of the processing, marketing, and sale of food products sold predominantly in the retail [removed: market.][added: market in the United States.]

The Foodservice segment consists primarily of the processing, marketing, and sale of food [removed: and nutritional] products for foodservice, convenience store, and commercial [removed: customers.][added: customers located in the United States.]

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

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

[removed: Domestically, the] [added: The] Company sells its products in all 50 [added: U.S.] states.

[removed: The] [added: Additionally, the] Company [removed: also] utilizes independent brokers and distributors.

Distribution of export sales to customers is by [removed: common carrier,] [added: third party carriers,] while the China and Brazil operations [removed: own] [added: also rely on company-owned] and [removed: operate their own] [added: operated] delivery systems.

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

The Company also has minority positions in food companies in the Philippines (The Purefoods-Hormel Company, Inc., 40 percent holding) and Indonesia [removed: (Garudafood,] [added: (PT Garudafood Putra Putri Jaya Tbk (Garudafood), approximately] 30 percent holding).

[removed: The Company takes a balanced approach to sourcing] [added: To meet its needs for] pork raw materials, [removed: including] [added: the Company purchases] hogs [removed: purchased] for the Austin, Minnesota processing facility, [added: enters into] long-term supply agreements for pork, and [added: supplements this with] spot market purchases of pork.

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

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

As of October [removed: 29, 2023,] [added: 27, 2024,] the Company had 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 [removed: a] competitive compensation [removed: package] [added: packages to its employees] and [added: provides] a multitude of benefits, including medical, life and disability insurance, contributory and non-contributory retirement savings plans, free post-secondary tuition and tuition reimbursement programs, and two years of tuition-free community and technical college for U.S. employees’ dependent children.

As of October [removed: 29, 2023,] [added: 27, 2024,] approximately 50 percent of the [removed: Company's] [added: Company’s] team members had five or more years of service, and the [removed: 34-person] [added: 37-person] officer team had an average of [removed: 25] [added: 23] years of service.

The Company welcomes the [removed: diversity] [added: diversity, unique skills, thoughts, and experiences] of [removed: all] [added: its] team members, customers, and [removed: consumers, and encourages the integration of their unique skills, thoughts, experiences, and identities.][added: consumers.]

[removed: The] [added: As of October 27, 2024, the] Company’s [added: U.S.] workforce [removed: is] [added: for majority-owned operations was] made up of approximately 40 percent female and approximately 60 percent underrepresented minorities.

The Company’s [added: U.S.] salaried employees [removed: are] [added: for majority-owned operations as of October 27, 2024 was] made up of approximately 35 percent female and [removed: over 20] [added: approximately 25] percent underrepresented minorities.

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

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

These employee-driven groups play a critical role in [removed: diversity, equity, and inclusion] [added: the Company’s] efforts [added: to create an inclusive environment] and provide professional development and mentorship opportunities.

The Company’s dedicated corporate safety department develops and administers company-wide policies to ensure the safety of each employee and compliance with Occupational Safety and Health Administration [removed: standards.][added: standards and comparable global requirements internationally.]

The corporate safety department also conducts regular audits of [added: Company-owned] production facilities to ensure compliance with Company safety policies.

The Company conducts safety training for all team members [removed: and completes] [added: and, during fiscal 2024, completed] approximately [removed: 1,000] [added: 1,200] safety assessments each month.

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 [added: changes.]

The Company’s operations are subject to regulation by various governmental agencies which oversee areas such as food safety, workforce [removed: immigration,] [added: mobility,] environmental laws, animal welfare, [added: financial and] tax regulations, and the processing, packaging, storage, distribution, advertising, and labeling of the Company’s products.

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

In addition to compliance with environmental laws and regulations, the Company [removed: sets] [added: has set aspirational] goals to further improve its sustainability efforts and reduce its environmental impact.

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

[removed: In addition, the Company's] [added: The Company’s] greenhouse gas [added: emissions] reduction targets were validated by the Science Based Targets [removed: initiative in 2023.][added: initiative.]

Sales to the Company’s largest customer, Walmart Inc. [added: and its subsidiaries] (Walmart), accounted for approximately [removed: 15] [added: 16] percent of consolidated gross sales less returns and allowances during fiscal [removed: 2023.][added: 2024.]

The Company’s top five customers collectively [removed: represent] [added: represented] approximately [removed: 36] [added: 37] percent of consolidated gross sales less returns and [removed: allowances.][added: allowances during fiscal 2024.]

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

Through effective [removed: marketing] [added: marketing, a dedicated network of direct] and [removed: strong] [added: indirect sales personnel, and robust] quality assurance programs, the Company’s strategy is to provide high quality products that possess strong brand [removed: recognition, which] [added: recognition supported by reliable customer service, to] support [added: a] higher value [removed: perceptions with] [added: proposition for] customers.

To grow and maintain [removed: market] [added: its competitive] position, the Company focuses on meeting consumer preferences, delivering product innovation, and maintaining long-term and lasting relationships with industry partners.

[removed: The] [added: As of October 27, 2024, the] Company [removed: holds 23] [added: held 22] U.S. and 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, [removed: HAPPY LITTLE PLANTS,] HERDEZ, HORMEL GATHERINGS, [removed: HORMEL SQUARE TABLE, HORMEL VITAL CUISINE,] HOUSE OF TSANG, JENNIE-O, JUSTIN’S, LA VICTORIA, LAYOUT, LLOYD’S, MARY KITCHEN, MR. PEANUT, NATURAL CHOICE, NUT-RITION, OLD SMOKEHOUSE, OVEN READY, PILLOW PACK, PLANTERS, ROSA GRANDE, [removed: SADLER'S] [added: SADLER’S] SMOKEHOUSE, SKIPPY, SPAM, [added: SQUARE TABLE,] SPECIAL RECIPE, [removed: THICK & EASY,] VALLEY FRESH, and WHOLLY.

The sales team is also responsible for the product portfolio of MegaMex Foods, LLC (MegaMex Foods), a U.S. based Mexican food company, of which the Company owns a minority interest.

The Company takes what it believes is a balanced approach to sourcing its raw materials.

Contracts at two of the Company's facilities, covering approximately 300 employees, expire in the next fiscal year.

The Company believes it has good relations with its workforce.

In fiscal 2024, the Company provided financial support for a new, third-party operated childcare center in Austin, Minnesota, providing a needed service for team members and the Austin community.

Creating an Inclusive Environment

competitive position.

similar expressions are intended to identify forward-looking statements within the meaning of the Reform Act.

Forward-looking statements are inherently at risk to changes in the Company’s business as well as the national and worldwide economic environment.

In fiscal 2021, the Company acquired the *Planters®* snack nuts business, expanding the Company's presence in the growing snacking space.

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

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.

Effective in 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.

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

Ltd., and CJ CheilJedang Corporation.

Diversity, Equity, and Inclusion

Executives of the Company are held accountable for creating an inclusive, diverse workplace through their annual incentive plan, which includes a component focused on overall belonging scores and the representation of female and underrepresented minorities in salaried positions.

changes.

In making these statements, the Company is not undertaking, and specifically declines to undertake, any obligation to address or update each or any factor in future filings or communications regarding the Company’s business or results, and is not undertaking to address how any of these factors may have caused changes to discussions or information contained in previous filings or communications.

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

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.

For the fiscal year ended October [removed: 29, 2023][added: 27, 2024]

[removed: ][added: ]

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

The aggregate market value of the voting and nonvoting common stock held by non-affiliates of the registrant as of April [removed: 30, 2023,] [added: 28, 2024,] was [removed: $11,661,390,985] [added: $10,250,143,536] based on the closing price of [removed: $40.44] [added: $35.32] on the last business day of the registrant’s most recently completed second fiscal quarter.

As of December [removed: 3, 2023,] [added: 1, 2024,] 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: 546,840,056] [added: 549,012,922] shares

Portions of the Proxy Statement for the Annual Meeting of Stockholders to be held January [removed: 30, 2024,] [added: 28, 2025,] are incorporated by reference into Part III, Items 10-14.

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| [PART I](#i1ac7ec8f8925469684434ec738b27af1_13) | | | | | | | | |

| [I](#i1ac7ec8f8925469684434ec738b27af1_549755815662)[tem 1C.](#i1ac7ec8f8925469684434ec738b27af1_549755815662) | | | [C](#i1ac7ec8f8925469684434ec738b27af1_549755815662)[yber](#i1ac7ec8f8925469684434ec738b27af1_549755815662)[s](#i1ac7ec8f8925469684434ec738b27af1_549755815662)[ecurity](#i1ac7ec8f8925469684434ec738b27af1_549755815662) | | | [12](#i1ac7ec8f8925469684434ec738b27af1_549755815662) | | |

| [PART II](#i1ac7ec8f8925469684434ec738b27af1_40) | | | | | | | | |

| [PART III](#i1ac7ec8f8925469684434ec738b27af1_196) | | | | | | | | |

| [PART IV](#i1ac7ec8f8925469684434ec738b27af1_214) | | | | | | | | |

| [SIGNATURES](#i1ac7ec8f8925469684434ec738b27af1_220) | | | | | | [75](#i1ac7ec8f8925469684434ec738b27af1_220) | | |

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

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

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

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

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

Risk Management and Strategy

As a global organization, the Company’s information systems are subject to various risks, including, but not limited to risks associated with ransomware, system disruption, data theft, unauthorized access to information, and misuse of data.

To identify, address, and mitigate these risks, the Company has developed and maintains a cybersecurity program.

The Company’s cybersecurity program is informed by the National Institute of Standards and Technology (NIST) Cybersecurity Framework and the Company’s Enterprise Risk Management (ERM) process and relies on internal and external expertise.

Integration with ERM Processes

The Company maintains an ERM program with a governance structure that is designed to identify, assess, prioritize, and mitigate risks across the organization.

The ERM Executive Committee, comprised of the Company’s senior leadership team, has the ultimate responsibility for overseeing the identification of the key risks facing the Company and meets regularly to discuss the Company’s approach to mitigating those risks.

Through the ERM process, cybersecurity has been identified as an important risk facing the Company.

As a result, the cybersecurity program is an important component of the Company’s ERM processes.

In addition to discussing the cybersecurity program at ERM Executive Committee meetings, members of the ERM Executive Committee participate in the cybersecurity incident response process.

This process includes a governance model and procedures for identifying, categorizing, containing, and responding to cybersecurity incidents.

As a component of the cybersecurity incident response process, the Company conducts attack simulations and exercises and has used third parties to support this work.

The Company also maintains business continuity and disaster recovery plans to prepare for potential technology disruptions and to better position the Company to recover from any cybersecurity incident.

The Company’s Disclosure Committee also includes a member of the ERM Executive Committee, helping to ensure timely analysis of disclosure obligations relating to cybersecurity events.

Cybersecurity Program Components

The Company’s cybersecurity program includes a focus on governance, processes, technology, and people.

Components of the program include the following:

- Investments in security technology, such as vulnerability management tools, malicious software protection, email security, and around-the-clock monitoring;

- Regular monitoring and updating of the Company’s IT infrastructure, to respond to the dynamic cybersecurity threat environment;

- Use of third parties to assess, test, validate, and strengthen the cybersecurity program, including penetration testing and the periodic use of a third party to assess the quality and maturity of the program against the NIST Cybersecurity Framework; and

- Assessing and managing cybersecurity risks associated with the Company’s relationships with third parties, including technology and service providers, through due diligence efforts and the imposition of contractual obligations.

The Company’s cybersecurity program also includes employee training and education.

Frequent employee training topics include social engineering, phishing, password protection, confidential data protection, asset use, and mobile security.

Training emphasizes the importance of reporting incidents promptly to the Company’s security operations team.

The Company also conducts periodic phishing tests with employees and provides employees with easy-to-use tools to report potential phishing emails.

Cybersecurity Governance and Oversight

Management

The Company’s management is responsible for identifying, assessing, and managing the Company’s exposure to cybersecurity risk.

The Company has an internal team that is supported by security technologies, third-party experts, and threat intelligence resources in support of cybersecurity risk reduction.

The Company's internal cybersecurity team is led by the Company’s Director of Information Security and Compliance, who acts in the capacity of a chief information security officer and is responsible for overseeing the execution of cybersecurity strategy and maturing the Company’s cybersecurity posture.

The Director of Information Security and Compliance reports to the Company’s Vice President of IT Services and has education, training, and experience pertinent to cybersecurity, including more than 25 years of IT experience with over 15 years in Information Security and holds the Certified Information Security Systems Professional (CISSP) certification.

Board of Directors

The Company’s Board of Directors (Board) and its Audit Committee exercise oversight of the Company’s ERM program, including the cybersecurity program.

Management, led by the Director of Information Security and Compliance, provides at least three updates per year to the Audit Committee on cybersecurity topics, and the Audit Committee regularly reports to the Board on these presentations.

In addition, the Director of Information Security and Compliance provides an annual cybersecurity update to the full Board.

Management’s updates cover relevant cybersecurity topics, both ongoing and unique in nature, including risk exposures and management’s actions to monitor and mitigate such risks, emerging threats or regulations, and status updates on projects to strengthen and mature the Company’s systems and cybersecurity programs.

Management’s escalation protocol includes reporting of certain cybersecurity threats or incidents to the Audit Committee in a prompt and timely manner.

Impact of Cybersecurity Risks and Threats

While some of the Company’s third-party service providers have experienced cybersecurity incidents and the Company has experienced threats to its data and systems, as of the date of this report, the Company’s management is not aware of any cybersecurity threats or incidents that have materially affected its business strategy, results of operations, or financial condition.

This does not guarantee that future incidents or threats will not have a material impact by interrupting operations, causing reputational harm, increasing operating costs, or exposing the Company to litigation.

The [removed: Company's] [added: Company’s] global headquarters [removed: are] [added: is] located in Austin, Minnesota.

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

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

The Company believes its operating facilities are well maintained and suitable for current [removed: production volumes.][added: use.]

The Company regularly engages in construction and other capital improvement projects with a focus on value-added capacity projects and [removed: automation.][added: automation, as well as projects to support regulatory requirements, maintenance needs, and cost-reduction opportunities.]

| Colorado | | | 829 | | | — | | | 10 | | | 839 | | | | | | [removed: 10] [added: 4] | | | [removed: 829] [added: 835] | | |

| New Jersey | | | — | | | — | | | [removed: 29] [added: 26] | | | [removed: 29] [added: 26] | | | | | | [removed: 29] [added: 26] | | | — | | |

| Pennsylvania | | | [removed: 13] [added: —] | | | 348 | | | 9 | | | [removed: 370] [added: 357] | | | | | | 357 | | | [removed: 13] [added: —] | | |

| Arkansas | | | 589 | | | 250 | | | 11 | | | 850 | | | | | | 261 | | | 589 | | |

| California | | | 352 | | | 427 | | | 27 | | | 806 | | | | | | 673 | | | 133 | | |

| Iowa | | | 1,484 | | | 659 | | | 3 | | | 2,146 | | | | | | 427 | | | 1,719 | | |

| Minnesota | | | 3,692 | | | 289 | | | 581 | | | 4,562 | | | | | | 127 | | | 4,435 | | |

| Texas | | | 506 | | | — | | | 5 | | | 511 | | | | | | 3 | | | 508 | | |

| Wisconsin | | | 1,225 | | | 104 | | | 6 | | | 1,335 | | | | | | 197 | | | 1,138 | | |

| Total Domestic | | | 11,456 | | | 2,739 | | | 730 | | | 14,925 | | | | | | 2,650 | | | 12,275 | | |

| China | | | 695 | | | 52 | | | 88 | | | 835 | | | | | | 2 | | | 833 | | |

| Total International | | | 1,135 | | | 52 | | | 93 | | | 1,280 | | | | | | 444 | | | 836 | | |

| Total Square Feet | | | 12,591 | | | 2,791 | | | 823 | | | 16,205 | | | | | | 3,094 | | | 13,111 | | |

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

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

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

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

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

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

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

| 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 | | |

| James P. Snee | | | | | | [removed: 56] [added: 57] | | | | | | Chairman of the Board, President and Chief Executive Officer | | | | | | [removed: 11/20/17] [added: 11/2017] to Present | | |

| Jacinth C. Smiley | | | | | | [removed: 55] [added: 56] | | | | | | Executive Vice President and Chief Financial Officer | | | | | | [removed: 01/01/22] [added: 01/2022] to Present | | |

| | | | | | | | | | | | | Group Vice [removed: President (Corporate Strategy)] [added: President, Corporate Strategy] | | | | | | [removed: 04/05/21] [added: 04/2021] to [removed: 12/31/21] [added: 12/2021] | | |

| | | | | | | | | | | | | Vice President and Chief Accounting Officer, LyondellBasell [added: Industries Holdings B.V. (chemicals)] | | | | | | [removed: 04/01/18] [added: 04/2018] to [removed: 04/04/21] [added: 04/2021] | | |

| [removed: Deanna T. Brady] [added: John F. Ghingo] | | | | | | [removed: 58] [added: 52] | | | | | | Executive Vice [removed: President (Retail)] [added: President, Retail] | | | | | | [removed: 10/31/22] [added: 10/2024] to Present | | |

| [removed: Mark A. Coffey] [added: Steve J. Lykken] | | | | | | [removed: 61] [added: 54] | | | | | | Group Vice [removed: President (Supply Chain)] [added: President, Supply Chain] | | | | | | [removed: 04/26/21] [added: 02/2024] to Present | | |

| Swen Neufeldt | | | | | | [removed: 50] [added: 51] | | | | | | Group Vice [removed: President (Hormel] [added: President, Hormel] Foods International [removed: Corporation)] [added: Corporation] | | | | | | [removed: 06/29/20] [added: 06/2020] to Present | | |

| | | | | | | | | | | | | Vice [removed: President (Meat Products)] [added: President, Meat Products] | | | | | | [removed: 10/31/16] [added: 10/2016] to [removed: 06/28/20] [added: 06/2020] | | |

| Mark J. Ourada | | | | | | [removed: 58] [added: 59] | | | | | | Group Vice [removed: President (Foodservice)] [added: President, Foodservice] | | | | | | [removed: 03/05/18] [added: 03/2018] to Present | | |

| Katherine M. Losness-Larson | | | | | | [removed: 58] [added: 59] | | | | | | Senior Vice [removed: President (Human Resources)] [added: President, Human Resources] | | | | | | [removed: 10/31/22] [added: 10/2022] to Present | | |

| | | | | | | | | | Director of Human Resources | | | | | | [removed: 10/29/18] [added: 10/2018] to [removed: 10/30/22] [added: 10/2022] | | | | | |

| Pierre M. Lilly | | | | | | [removed: 52] [added: 53] | | | | | | Senior Vice President and Chief Compliance Officer | | | | | | [removed: 10/26/20] [added: 10/2020] to Present | | |

| | | | | | | | | | | | | Director of Internal Audit | | | | | | [removed: 05/30/16] [added: 05/2016] to [removed: 10/25/20] [added: 10/2020] | | |

| Kevin L. Myers, Ph.D. | | | | | | [removed: 58] [added: 59] | | | | | | Senior Vice [removed: President (Research] [added: President, Research] and [removed: Development,] [added: Development and] Quality [removed: Control)] [added: Control] | | | | | | [removed: 03/30/15] [added: 03/2015] to Present | | |

| Paul R. Kuehneman | | | | | | [removed: 52] [added: 53] | | | | | | Vice President and Controller | | | | | | [removed: 02/18/22] [added: 02/2022] to Present | | |

| | | | | | | | | | | | | Assistant Controller | | | | | | [removed: 01/04/21] [added: 01/2021] to [removed: 02/17/22] [added: 02/2022] | | |

| | | | | | | | | | | | | Vice President and [removed: CFO (Jennie-O] [added: CFO, Jennie-O] Turkey [removed: Store)] [added: Store, Inc. (subsidiary of registrant)] | | | | | | [removed: 05/30/16] [added: 05/2016] to [removed: 01/03/21] [added: 01/2021] | | |

The following table provides information regarding the executive officers of the Company as of December 5, 2024:

| | | | | | | | | | | | | Group Vice President, Retail | | | | | | 09/2024 to 10/2024 | | |

| | | | | | | | | | | | | Chief Executive Officer, Whisps Acquisition Corporation (cheese and snack foods) | | | | | | 01/2022 to 08/2024 | | |

| | | | | | | | | | | | | President, Applegate Farms, LLC (subsidiary of registrant) | | | | | | 04/2018 to 01/2022 | | |

| | | | | | | | | | | | | Group Vice President, Jennie-O Turkey Store | | | | | | 03/2021 to 02/2024 | | |

| | | | | | | | | | | | | Senior Vice President/President, Jennie-O Turkey Store, Inc. (subsidiary of registrant) | | | | | | 12/2017 to 03/2021 | | |

| Colleen R. Batcheler | | | | | | 50 | | | | | | Senior Vice President, External Affairs, and General Counsel | | | | | | 06/2024 to Present | | |

| | | | | | | | | | | | | Executive Vice President, General Counsel and Secretary, Hertz Global Holdings, Inc. (vehicle rental) | | | | | | 05/2022 to 04/2024 | | |

| | | | | | | | | | | | | Executive Vice President, General Counsel and Corporate Secretary, Conagra Brands, Inc. (consumer packaged foods) | | | | | | 09/2009 to 04/2022 | | |

| Mary Katherine Clark | | | | | | 45 | | | | | | Senior Vice President and Chief Communications Officer | | | | | | 03/2024 to Present | | |

| | | | | | | | | | | | | Vice President of Communications, Mattress Firm Holding Corp. (retailer of mattresses and related products) | | | | | | 10/2022 to 02/2024 | | |

| | | | | | | | | | | | | Senior Director of Communications, Mattress Firm Holding Corp. | | | | | | 10/2020 to 10/2022 | | |

| | | | | | | | | | | | | Director of Communications, PepsiCo, Inc. (beverages and convenient foods) | | | | | | 03/2019 to 10/2020 | | |

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

| | | | | | | | | | | | | Group Vice President/President Consumer Product Sales | | | | | | 10/26/15 to 10/27/19 | | |

| | | | | | | | | | | | | Senior Vice President (Supply Chain and Manufacturing) | | | | | | 03/28/17 to 04/25/21 | | |

Executive officers are designated annually by the Board of Directors at the first meeting following the Annual Meeting of Stockholders.

Vacancies may be filled and additional officers elected at any time.

The Company's Chief Executive Officer has the authority to appoint and remove Vice Presidents (other than Executive Vice Presidents, Group Vice Presidents, and Senior Vice Presidents).

[removed: There are] [added: As of November 27, 2024, there were] approximately [removed: 10,000] [added: 9,000] record [removed: stockholders] [added: holders of the Company’s common stock] and [removed: 270,000 stockholders] [added: approximately 242,000 holders] whose shares [removed: are] [added: were] held in street name by brokerage firms and financial institutions.

There were no issuer purchases of equity securities in the quarter ended October [removed: 29, 2023.][added: 27, 2024.]

The maximum number of shares that may yet be purchased under the repurchase plans or programs as of October [removed: 29, 2023] [added: 27, 2024] is 3,677,494.

The Company has paid dividends for [removed: 381] [added: 385] consecutive quarters.

[removed: The] [added: On November 25, 2024, the Board of Directors authorized an increase to the] annual dividend rate for fiscal [removed: 2024 will increase] [added: 2025] to [removed: $1.13] [added: $1.16] per share, representing the [removed: 58th] [added: 59th] consecutive annual dividend increase.

The Company is dedicated to returning [removed: excess] cash [removed: flow] to shareholders through dividend payments.

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: 29, 2023.][added: 27, 2024.]

The graph assumes $100 was invested in each as of the market close on October [removed: 29, 2018.][added: 28, 2019.]

[removed: ][added: ]

Issuer Purchases of Equity Securities

The CUSIP number is 440452100.

The Company’s internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting [removed: standards.][added: principles.]

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: 29, 2023.][added: 27, 2024.]

Our internal control over financial reporting as of October [removed: 29, 2023,] [added: 27, 2024,] 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: 29, 2023,] [added: 27, 2024,] 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: 29, 2023,] [added: 27, 2024,] 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 consolidated statements of financial position of the Company as of October [removed: 29, 2023] [added: 27, 2024] and October [removed: 30, 2022,] [added: 29, 2023,] the related consolidated statements of operations, comprehensive income, changes in shareholders’ investment and cash flows for each of the three years in the period ended October [removed: 29, 2023] [added: 27, 2024,] and the related notes and [added: financial statement] schedule listed in the Index at Item 15 and our report dated December [removed: 6, 2023] [added: 5, 2024] 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: 29, 2023] [added: 27, 2024] and October [removed: 30, 2022,] [added: 29, 2023,] the related consolidated statements of operations, comprehensive income, changes in shareholders’ investment and cash flows for each of the three years in the period ended October [removed: 29, 2023] [added: 27, 2024,] and the related notes and financial statement schedule listed in the Index at Item 15 (collectively referred to as the [removed: consolidated] [added: “consolidated] financial [removed: statements).][added: statements”).]

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at October [removed: 29, 2023] [added: 27, 2024] and October [removed: 30, 2022,] [added: 29, 2023,] and the results of its operations and its cash flows for each of the three years in the period ended October [removed: 29, 2023,] [added: 27, 2024,] 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: 29, 2023,] [added: 27, 2024,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework)] [added: framework),] and our report dated December [removed: 6, 2023] [added: 5, 2024] expressed an unqualified opinion thereon.

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

| | | | Auditing the fair value of these [removed: alternative] investments is challenging because of the higher estimation uncertainty of the inputs to the fair value calculations, including the underlying NAVs, discounted cash flow valuations, comparable market valuations, and adjustments for currency, credit liquidity and other risks. Additionally, certain information regarding the fair value of these [removed: alternative] investments is based on unaudited information available to management at the time of valuation. | | | | | | | | | | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls addressing the risk of material misstatement relating to [added: the] valuation of [removed: alternative] [added: these] investments. This included testing management's review controls over the valuation of [removed: alternative] [added: these] investments, for example, a review of fund performance in comparison to the selected benchmark [removed: and meetings with the investment advisor on a quarterly basis to review market performance and fund] returns [removed: in comparison with relevant indices] and [removed: the investment policy. We also tested management’s] independent price testing of [added: the] underlying investments [removed: performed for] [added: of] certain [removed: investments on] [added: funds. We also tested management’s review of the valuation of private equity, hedge funds and real estate funds, which included performing] a [removed: quarterly basis.] [added: look back comparison of fair values from audited financial statements to unaudited financial statements and rolling forward the balance using cash flows and predicting the ending market value using benchmark returns.] | | | | | | | | | | | |

| | | | Our audit procedures included, among others, inquiring of management and the investment advisor regarding changes to the investment [removed: portfolio and] [added: portfolio,] investment [removed: strategies.] [added: strategies, and valuation policies.] We confirmed the [removed: fair value] [added: completeness] of the investments and ownership interest directly with the fund managers. We [added: performed a hindsight analysis comparing the fair value of the investments using the most recently available financial statements of the fund to management’s recorded value as of the date of the audited financial statements of the fund. We rolled forward the fair value of certain investments from the date of the audited financial statements of the funds to the measurement date by predicting income from the date of the audited financial statements to the measurement date using a relevant benchmark return and evaluating activity (e.g. purchases, sales) to calculate the fair value of the funds recorded by management as of the measurement date. Additionally, we] inspected the trust statement for observable transactions near year end to compare to the estimated fair value. [removed: We also obtained the latest audited financial statements for certain investments, performed a rollforward of the investment balance to compute an estimated market return on investment, and compared the market return to relevant benchmarks.] | | | | | | | | | | | |

| | | | | | | October [removed: 29,] [added: 27,] | | | | | | October [removed: 30,] [added: 29,] | | | | | | October [removed: 31,] [added: 30,] | | |

| *In thousands, except per share amounts* | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net Sales | | | | | | $ | [removed: 12,110,010] [added: 11,920,797] | | | | | $ | [removed: 12,458,806] [added: 12,110,010] | | | | | $ | [removed: 11,386,189] [added: 12,458,806] | |

| Cost of Products Sold | | | | | | [removed: 10,110,169] [added: 9,898,659] | | | | | | [removed: 10,294,120] [added: 10,110,169] | | | | | | [removed: 9,458,283] [added: 10,294,120] | | |

| Gross Profit | | | | | | [removed: 1,999,841] [added: 2,022,138] | | | | | | [removed: 2,164,686] [added: 1,999,841] | | | | | | [removed: 1,927,906] [added: 2,164,686] | | |

| Selling, General, and Administrative | | | | | | [removed: 942,167] [added: 1,005,294] | | | | | | [removed: 879,265] [added: 942,167] | | | | | | [removed: 853,071] [added: 879,265] | | |

| Equity in Earnings of Affiliates | | | | | | [removed: 42,754] [added: 51,088] | | | | | | [removed: 27,185] [added: 42,754] | | | | | | [removed: 47,763] [added: 27,185] | | |

| Goodwill and Intangible Impairment | | | | | | [removed: 28,383] [added: —] | | | | | | [removed: —] [added: 28,383] | | | | | | — | | |

| Operating Income | | | | | | [removed: 1,072,046] [added: 1,067,932] | | | | | | [removed: 1,312,607] [added: 1,072,046] | | | | | | [removed: 1,122,599] [added: 1,312,607] | | |

| Interest and Investment Income | | | | | | [removed: 14,828] [added: 48,396] | | | | | | [removed: 28,012] [added: 14,828] | | | | | | [removed: 46,878] [added: 28,012] | | |

| Interest Expense | | | | | | [removed: 73,402] [added: 80,894] | | | | | | [removed: 62,515] [added: 73,402] | | | | | | [removed: 43,307] [added: 62,515] | | |

| Earnings Before Income Taxes | | | | | | [removed: 1,013,472] [added: 1,035,434] | | | | | | [removed: 1,278,103] [added: 1,013,472] | | | | | | [removed: 1,126,170] [added: 1,278,103] | | |

| Provision for Income Taxes | | | | | | [removed: 220,552] [added: 230,803] | | | | | | [removed: 277,877] [added: 220,552] | | | | | | [removed: 217,029] [added: 277,877] | | |

| Net Earnings | | | | | | [removed: 792,920] [added: 804,631] | | | | | | [removed: 1,000,226] [added: 792,920] | | | | | | [removed: 909,140] [added: 1,000,226] | | |

| Less: Net Earnings (Loss) Attributable to Noncontrolling Interest | | | | | | [removed: (653)] [added: (407)] | | | | | | [removed: 239] [added: (653)] | | | | | | [removed: 301] [added: 239] | | |

| Net Earnings Attributable to Hormel Foods Corporation | | | | | | $ | [removed: 793,572] [added: 805,038] | | | | | $ | [removed: 999,987] [added: 793,572] | | | | | $ | [removed: 908,839] [added: 999,987] | |

| Basic | | | | | | $ | [removed: 1.45] [added: 1.47] | | | | | $ | [removed: 1.84] [added: 1.45] | | | | | $ | [removed: 1.68] [added: 1.84] | |

| Diluted | | | | | | $ | [removed: 1.45] [added: 1.47] | | | | | $ | [removed: 1.82] [added: 1.45] | | | | | $ | [removed: 1.66] [added: 1.82] | |

| Basic | | | | | | [removed: 546,421] [added: 548,129] | | | | | | [removed: 544,918] [added: 546,421] | | | | | | [removed: 541,114] [added: 544,918] | | |

| Diluted | | | | | | [removed: 548,982] [added: 548,832] | | | | | | [removed: 549,566] [added: 548,982] | | | | | | [removed: 547,580] [added: 549,566] | | |

| *In thousands* | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net Earnings | | | | | | $ | [removed: 792,920] [added: 804,631] | | | | | $ | [removed: 1,000,226] [added: 792,920] | | | | | $ | [removed: 909,140] [added: 1,000,226] | |

| Foreign Currency Translation | | | | | | [removed: 3,588] [added: 15,618] | | | | | | [removed: (39,393)] [added: 3,588] | | | | | | [removed: 13,379] [added: (39,393)] | | |

| Pension and Other Benefits | | | | | | [removed: 11,632] [added: (3,333)] | | | | | | [removed: 65,587] [added: 11,632] | | | | | | [removed: 71,967] [added: 65,587] | | |

| Derivatives and Hedging | | | | | | [removed: (38,940)] [added: 11,075] | | | | | | [removed: (5,267)] [added: (38,940)] | | | | | | [removed: 33,034] [added: (5,267)] | | |

| Equity Method Investments | | | | | | [removed: 6,847] [added: (14,050)] | | | | | | [removed: —] [added: 6,847] | | | | | | — | | |

| Total Other Comprehensive Income (Loss) | | | | | | [removed: (16,874)] [added: 9,310] | | | | | | [removed: 20,927] [added: (16,874)] | | | | | | [removed: 118,380] [added: 20,927] | | |

December 5, 2024

| *Description of the Matter* | | | At October 27, 2024, the Company had $1.3 billion in plan assets related to the defined benefit pension plans. This includes $87.3 million of private equity and real estate funds and $724.5 million of investments recorded at net asset value (NAV). | | | | | | | | | | | |

December 5, 2024

| | | | | | | October 27, | | | | | | October 29, | | |

| Cash and Cash Equivalents | | | | | | $ | 741,881 | | | | | $ | 736,532 | |

| Net Earnings (Loss) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 805,038 | | | | | | | | | | | | (407) | | | | | | 804,631 | | |

| Other Comprehensive Income (Loss) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,921 | | | | | | 389 | | | | | | 9,310 | | |

| Contribution from Noncontrolling Interest | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,508 | | | | | | 6,508 | | |

| Declared Dividends — $1.13 per Share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,083 | | | | | | (620,453) | | | | | | | | | | | | | | | | | | (619,370) | | |

| Balance at October 27, 2024 | | | | | | 548,605 | | | | | | $ | 8,037 | | | | | — | | | | | | $ | — | | | | | $ | 571,178 | | | | | $ | 7,677,537 | | | | | $ | (263,331) | | | | | $ | 10,590 | | | | | $ | 8,004,011 | |

| | | | | | | October 27, | | | | | | October 29, | | | | | | October 30, | | |

| Net Earnings | | | | | | $ | 804,631 | | | | | $ | 792,920 | | | | | $ | 1,000,226 | |

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

| Proceeds from Sale of Business | | | | | | 25,006 | | | | | | — | | | | | | — | | |

| Payment of Debt Issuance Costs | | | | | | (1,105) | | | | | | — | | | | | | — | | |

| Proceeds from Noncontrolling Interest | | | | | | 6,508 | | | | | | — | | | | | | — | | |

| Supplemental Non-cash Financing and Investing Activities: | | | | | | | | | | | | | | | | | | | | |

| Purchases of Property, Plant, and Equipment included in Accounts Payable | | | | | | $ | 21,996 | | | | | $ | 21,175 | | | | | $ | 19,104 | |

Financial information from certain foreign subsidiaries is reported on a one-month lag.

certain participants in the deferred compensation plans.

Property, Plant, and Equipment: Property, Plant, and Equipment are stated at cost and the Company recognizes depreciation using the straight-line method over the estimated useful life of the assets.

Costs associated with software developed or obtained for internal use, including third-party development fees incurred during the application development stage, are capitalized and amortized on a straight-line basis.

The fair value of each reporting unit is

Hedge accounting is used for cash flow and fair value hedging programs that qualify in accordance with ASC 815, *Derivatives and Hedging*.

These costs are primarily included in Selling, General, and Administrative expenses in the Consolidated Statements of Operations.

*Fiscal 2024*

No new accounting standards were adopted during fiscal 2024.

The update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted and requires retrospective application to all prior periods presented in the financial statements.

The Company is currently assessing the impact of adopting the updated provisions.

In December 2023, the FASB issued ASU 2023-09 *Income Taxes (Topic 740): Improvements to Income Tax Disclosures.* The update is intended to enhance transparency and decision usefulness of income tax disclosures.

This ASU updates income tax disclosure requirements by requiring specific categories and greater disaggregation within the rate reconciliation and disaggregation of income taxes paid by jurisdiction.

The update is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently assessing the impact of adopting the updated provisions.

In March 2024, the SEC adopted a final rule under SEC Release Nos. 33-11275 and 34-99678, *The Enhancement and Standardization of Climate-Related Disclosures for Investors*, to enhance and standardize climate-related disclosures.

The rule will require companies to disclose material Scope 1 and Scope 2 greenhouse gas emissions; climate-related risks, governance, and oversight; and the financial effects of severe weather events and other natural conditions.

These disclosures are required to be phased in starting with annual reporting periods beginning in 2025; however, this rule has been stayed pending the outcome of legal challenges.

The Company is assessing the impact of adoption on our Consolidated Financial Statements and related disclosures in the event that the stay is lifted.

In November 2024, the FASB issued ASU 2024-03 *Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.* The new guidance is intended to provide investors more detailed disclosures around specific types of expenses.

The new disclosures require certain details for expenses presented on the face of the Consolidated Statements of Operations as well as selling expenses to be presented in the notes to the financial statements.

| | | | | | | | | |

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December 6, 2023

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

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

| *Description of the Matter* | | | At October 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, 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 the notes of the financial statements, these alternative investments are valued at net asset value (NAV) or are valued using significant unobservable inputs. | | | | | | | | | | | |

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

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

| Balance at October 25, 2020 | | | | | | 539,887 | | | | | | $ | 7,909 | | | | | — | | | | | | $ | — | | | | | $ | 289,554 | | | | | $ | 6,523,335 | | | | | $ | (395,250) | | | | | $ | 4,778 | | | | | $ | 6,430,326 | |

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

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

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

| Declared Dividends — $0.98 per Share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (530,640) | | | | | | | | | | | | | | | | | | (530,640) | | |

| Purchases of Common Stock | | | | | | | | | | | | | | | | | | (310) | | | | | | (12,303) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (12,303) | | |

| Acquisitions of Businesses and Intangibles | | | | | | — | | | | | | — | | | | | | (3,396,246) | | |

| Cash and Cash Equivalents at Beginning of Year | | | | | | 982,107 | | | | | | 613,530 | | | | | | 1,714,309 | | |

Fiscal year 2021 consisted of 53 weeks.

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

are included in the Company’s earnings.

Property, Plant, and Equipment: Property, Plant, and Equipment are stated at cost.

The Company uses the straight-line method in computing depreciation.

with the assumptions used in determining future profit plans for each reporting unit, which are approved by the Company’s Board of Directors.

are translated at the average monthly exchange rate.

The Company estimates variable consideration at the expected value method to determine the total consideration which the Company expects to be entitled.

Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved.

The Company’s estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of anticipated performance and all information (historical, current, and forecasted) that is reasonably available.

Amortization related to operating leases and debt issuance costs were reclassified from Amortization to separate line items within the operating activities section of the Consolidated Statements of Cash Flows.

The Company

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

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

The transaction was funded with the Company’s cash on hand and from the issuance of long-term debt.

*Planters®* is an iconic snack brand and this acquisition significantly expands the Company's presence, and should broaden the scope for future acquisitions, in the growing snacking space.

Operating results for this acquisition have been included in the Company's Consolidated Statements of Operations from the date of acquisition and are reflected in the Retail, Foodservice, and International segments.

The acquisition contributed $952.5 million, $1.0 billion and $410.8 million of net sales during fiscal 2023, 2022 and 2021, respectively.

As the acquisition has been integrated within the Company's existing operations, post-acquisition net earnings are not discernible.

Acquisition-related costs were $30.3 million for the fiscal year ended October 31, 2021, which are reflected in the Consolidated Statements of Operations as Selling, General, and Administrative.

Additional one-time adjustments related to the revaluation of acquired inventory of $12.9 million were recognized in the Consolidated Statements of Operations as Cost of Products Sold for the fiscal year ended October 31, 2021.

The combined impact of these one-time acquisition costs and accounting adjustments was $43.2 million for the fiscal year ended October 31, 2021.

The acquisition was accounted for as a business combination using the acquisition method.

The Company determined the acquisition date fair values of the assets acquired using independent appraisals.

[removed: Management's] [added: Management’s] report on the [removed: Company's] [added: Company’s] internal control over financial reporting is included on page [removed: [35](#i275b1f2d15c9410cb4c275aa5e060733_67)] [added: [32](#i1ac7ec8f8925469684434ec738b27af1_106)] of this report.

The report of the [removed: Company's] [added: 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: [36](#i275b1f2d15c9410cb4c275aa5e060733_70)] [added: [33](#i1ac7ec8f8925469684434ec738b27af1_109)] of this report.

[removed: There] [added: With the exception of the order-to-cash implementation described above, 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: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company is in the midst of a multi-year transformation project to achieve better analytics, customer service and process efficiencies through the use of Oracle Cloud Solutions.

During the fourth quarter of fiscal 2024, the Company began implementing the order-to-cash phase at certain business locations.

Additional implementations will continue over the next several years.

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

During the fiscal quarter ended October [removed: 29, 2023,] [added: 27, 2024,] no director or officer of the Company [removed: adopted] [added: adopted, modified,] 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.

Information under “Item 1 – Election of Directors”, “Board Independence”, [removed: and information under] [added: “Delinquent Section 16(a) Reports”,] “Board of Director [added: Meetings”, “Board Committees”,] and [removed: Committee Meetings”] [added: “Insider Trading Policy, including Stock Hedging and Pledging Policies”] in the definitive proxy statement for the Annual Meeting of Stockholders to be held January [removed: 30, 2024,] [added: 28, 2025,] 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 – [removed: Governance] Documents.” The Company intends to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment [added: 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 [removed: "CEO Pay Ratio] [added: "Pay Versus Performance] Disclosure”, and information under “Compensation of Directors” [added: and “Equity Grant Timing”] in the definitive proxy statement for the Annual Meeting of Stockholders to be held January [removed: 30, 2024,] [added: 28, 2025,] is incorporated herein by reference.

Information regarding the [removed: Company's] [added: Company’s] equity compensation plans as of October [removed: 29, 2023,] [added: 27, 2024,] is presented below:

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

Information under “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Management” in the definitive proxy statement for the Annual Meeting of Stockholders to be held January [removed: 30, 2024,] [added: 28, 2025,] is incorporated herein by reference.

| Equity Compensation Plans Approved by Security Holders | | | | | | 17,049,227 | | | | | | 38.43 | | | | | | 8,208,947 | | |

| Total | | | | | | 17,049,227 | | | | | | 38.43 | | | | | | 8,208,947 | | |

(1) Includes 15,993,513 stock options, 881,874 restricted stock units, 53,312 restricted shares and 120,528 deferred stock units.

| 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.

Information under “Related Party Transactions” and “Board Independence” in the definitive proxy statement for the Annual Meeting of Stockholders to be held January [removed: 30, 2024,] [added: 28, 2025,] 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: 30, 2024,] [added: 28, 2025,] is incorporated herein by reference.

The following consolidated financial statements of Hormel Foods Corporation for the fiscal year ended October [removed: 29, 2023,] [added: 27, 2024,] are filed as part of this report:

Consolidated Statements of Operations – Fiscal Years Ended October [added: 27, 2024, October] 29, 2023, [removed: October 30, 2022,] and October [removed: 31, 2021.][added: 30, 2022.]

Consolidated Statements of Comprehensive Income – Fiscal Years Ended October [added: 27, 2024, October] 29, 2023, [removed: October 30, 2022,] and October [removed: 31, 2021.][added: 30, 2022.]

Consolidated Statements of Financial Position – October [removed: 29, 2023] [added: 27, 2024] and October [removed: 30, 2022.][added: 29, 2023.]

Consolidated Statements of Changes in Shareholders’ Investment – Fiscal Years Ended October [added: 27, 2024, October] 29, 2023, [removed: October 30, 2022,] and October [removed: 31, 2021.][added: 30, 2022.]

Consolidated Statements of Cash Flows – Fiscal Years Ended October [added: 27, 2024, October] 29, 2023, [removed: October 30, 2022,] and October [removed: 31, 2021.][added: 30, 2022.]

Schedule II – Valuation and Qualifying Accounts and [removed: Reserves–Fiscal] [added: Reserves – Fiscal] Years Ended October [added: 27, 2024, October] 29, 2023, [removed: October 30, 2022,] and October [removed: 31, 2021.][added: 30, 2022.]

| Fiscal year ended October [removed: 31, 2021] [added: 27, 2024] Allowance for doubtful accounts receivable | | | | | | $ | [removed: 4,012] [added: 3,557] | | | | | $ | [removed: 146] [added: 286] | | | | | $ | [removed: (12)] [added: —] | | [removed: (3)] | | | | | | $ | [removed: 138] [added: 337] | | (1) | | | | | | $ | [removed: 4,033] [added: 3,712] | |