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10-K/A Filing
Hormel Foods (HRL) 10-K/A2000 FY Annual report (amended)
Filed: 28 Nov 01, 12:00am
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended October 28, 2000
Commission File No. 1-2402
HORMEL FOODS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE | 41-0319970 | |
(State or other Jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) | |
1 HORMEL PLACE, AUSTIN, MINNESOTA | 55912-3680 | |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code(507) 437-5611
Securities registered pursuant to Section 12 (b) of the Act:
COMMON STOCK, PAR VALUE $.0586 PER SHARE | NEW YORK STOCK EXCHANGE | |
Title of Each Class | Name of Each Exchange on Which Registered |
Securities registered pursuant to Section 12 (g) of the Act:
NONE
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes /x/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K. / /
The aggregate market value of the voting stock held by non-affiliates of the Corporation at December 4, 2000, was $1,356,268,000 based on the closing price of $18.75 per share. As of December 4, 2000, the number of shares outstanding of each of the Corporation's classes of common stock was as follows:
Common Stock, $.0586 Par Value-138,569,429 shares
Common Stock Non-Voting, $.01 Par Value-0 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Stockholders' Report for the year ended October 28, 2000, are incorporated by reference into Part I and Part II Items 5-9, and included as a separate section in the electronic filing to the SEC.
Portions of the proxy statement for the Annual Meeting of the Stockholders to be held January 30, 2001, are incorporated by reference into Part III, Items 10-13 and included as a separate section in the electronic filing to the SEC.
ANNUAL REPORT ON FORM 10-K/A-1
HORMEL FOODS CORPORATION
OCTOBER 28, 2000
This Form 10-K/A-1 is the result of discussions between Company management and the Securities and Exchange Commission ("SEC") during a normal review of the Company's SEC filings. The primary changes reflected in this amendment relate to reporting on a different segment basis than was set forth in the original Form 10-K. This Form 10-K/A-1 also contains a number of other changes that supplement or revise textual information. However, this Form 10-K/A-1 contains no changes to the consolidated financial statements as previously reported.
The segment reporting contained in this Form 10-K/A-1 follows the agreed upon interpretation of SFAS No. 131 "Disclosures about Segments of an Enterprise and Related Information," which has an effective date for the Company of fiscal year 1999. The revised segment information is presented in Footnote J to the Notes to Consolidated Financial Statements in the Annual Stockholder's Report for the year ended October 28, 2000, incorporated herein by reference.
For the purposes of this Form 10-K/A-1, and in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the Company has amended and restated in its entirety each item of the Company's Form 10-K for the year ended October 28, 2000. This Form 10-K/A-1 does not reflect events occurring after the filing of the original Form 10-K, or modify or update those disclosures affected by subsequent events.
This Form 10-K/A-1 contains forward-looking statements with respect to our financial condition, results of operations, plans, objectives, future performance and business. Forward-looking statements include predictions of future results and may contain the words "expects," "believes," "will," "will deliver," "anticipates," "projects" or words or phrases of similar meaning. Our actual results for future periods could differ materially from historical earnings and those anticipated or projected in forward-looking statements. In particular, our future results could be affected by the factors described in Exhibit 99 to this Form 10-K/A-1 under the caption "Cautionary Statement Relevant to Forward-Looking Statements."
(a) General Development of Business
Hormel Foods Corporation, a Delaware corporation, was founded by George A. Hormel in 1891 in Austin, Minnesota as George A. Hormel & Company. The Company started as a processor of meat and food products and continues in this line of business. The Company name was changed to Hormel Foods Corporation on January 31, 1995. The Company is primarily engaged in the production of a variety of meat and food products and the marketing of those products throughout the United States. Although pork remains the major raw material for Hormel products, the Company has emphasized for several years the manufacture and distribution of branded, consumer packaged items rather than the commodity fresh meat business. New product introductions the past few years have emphasized a variety of branded turkey products produced and sold under the Jennie-O label, the fast growing ethnic food market with Chi-Chi's and Herdez lines of Mexican foods, House of Tsang oriental sauces and food products, Mediterranean food products under the Marrakesh Express and Peloponnese labels, and the addition of Carrapelli Olive Oil.
The Company's larger subsidiaries include Jennie-O Foods, Inc., and Hormel Foods International Corporation.
Jennie-O markets turkey products nationwide through its own sales force and brokers providing the Company with a significant presence in this important category of the industry.
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Internationally the Company markets its products through Hormel Foods International Corporation. Hormel Foods International has a presence in the international marketplace through joint ventures and placement of personnel in strategic foreign locations such as China and Spain. Minority investments in food companies in Spain and the Philippines have resulted in an increased Hormel presence in those areas.
The Company has not been involved in any bankruptcy, receivership or similar proceedings during its history. Substantially all of the assets of the Company have been acquired in the ordinary course of business.
The Company had no significant change in the type of products produced or services rendered, nor in the markets or methods of distribution since the beginning of the fiscal year.
(b) Financial Information about Reporting Segments
The Company's business is reported in four segments: Refrigerated Foods, Grocery Products, Jennie-O and All Other. The contributions of each segment to net sales to unaffiliated customers and operating profit, and the identifiable assets for each segment are reported in the Segment portion of Footnote J to the Consolidated Financial Statements and in the Management's Discussions and Analysis of the Annual Stockholder's Report for the year ended October 28, 2000, incorporated herein by reference.
(c) Description of Business (In Thousands of Dollars)
The principal products of the Company are meat and food products which are sold fresh, frozen, cured, smoked, cooked and canned.
The percentages of total revenues contributed by classes of similar products for the last three fiscal years are as follows:
| Year Ended | |||||||
---|---|---|---|---|---|---|---|---|
| October 28, 2000 | October 30, 1999 | October 31, 1998 | |||||
Perishable meat | 51.9 | % | 49.9 | % | 50.8 | % | ||
Nonperishable meat | 27.2 | 29.4 | 28.4 | |||||
Poultry | 17.5 | 18.6 | 18.3 | |||||
Other | 3.4 | 2.1 | 2.5 | |||||
Total | 100.0 | % | 100.0 | % | 100.0 | % |
Reporting of revenues from external customers is based on similarity of products as the same or similar products are sold across multiple distribution channels such as retail, foodservice or international. Revenues reported are based on financial information used to produce the Company's general-purpose financial statements.
Perishable meat includes products such as fresh meats, sausages, hams, wieners and bacon. Nonperishable meat includes canned luncheon meats, shelf stable microwaveable entrees, stews, chilies, hash, meat spreads, frozen processed products and other items that do not require refrigeration. Poultry consists primarily of the turkey products sold by Jennie-O and Other includes items such as industrial gelatin products, food manufacturing equipment, casings and related food packaging items, and other non-food items.
There are numerous trademarks and patents which are important to the Company's business. Some of the trademarks are registered and some are not. In recognition of the importance of these assets, the Company created a subsidiary, Hormel Foods LLC, in 1998 to create, own, maintain and protect trademarks and patents. Some of the more significant trademarks owned or licensed are:
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HORMEL, ALWAYS TENDER, AMERICAN CLASSICS, BLACK LABEL, CHI-CHI'S, CURE 81, CUREMASTER, DI LUSSO, DINTY MOORE, DUBUQUE, EL TORITO, FAST 'N EASY, HERB-OX, HERDEZ, HOMELAND, HOUSE OF TSANG, JENNIE-O, KID'S KITCHEN, LAYOUT, LITTLE SIZZLERS, MARRAKESH EXPRESS, MARY KITCHEN, OLD SMOKEHOUSE, PATAK'S, PELOPONNESE, PILLOW PACK, QUICK MEAL, RANGE BRAND, ROSA GRANDE, SANDWICH MAKER, SPAM, STAGG, THICK & EASY, and WRANGLERS. The Company holds 5 foreign and 32 U. S. patents.
The Company for the past several years has been concentrating on processed, consumer branded products with year-round demand to minimize the seasonal variation experienced with commodity type products. Pork continues to be the primary raw material for Company products. Although live pork producers are moving toward larger, more efficient year-round confinement operations and supply contracts are becoming increasingly prevalent in the industry, there is still a seasonal variation in the supply of fresh pork materials. The expanding line of processed items has reduced but not eliminated the sensitivity of Company results to raw material supply and price fluctuations.
On October 31, 2000 the Company entered into a $425,000 line of credit which replaced an existing credit line of $20,000. At fiscal year end, the Company had various lines of credit with a maximum available commitment of $37,300 of which $24,000 was unused as of October 28, 2000. A fee is paid for the availability of the credit lines. Long-term debt consists of $87,619 of unsecured medium-term notes of which $23,333 matures on October 15, 2002, and $64,286 matures on October 15, 2006; $40,620 of medium-term unsecured notes, denominated in Euros used to purchase an equity ownership in Campofrio Alimentacion, S.A. (Campofrio), Madrid, Spain; $4,700 in small issue Industrial Revenue Bonds of varying maturities; $2,872 of promissory notes with principal and interest paid annually through 2007 secured by limited partnership interests in the Federal Affordable Housing Program; $20,312 in a medium-term variable rate unsecured note, denominated in Euros, with principal and interest due annually through 2004, used in the Pure Foods-Hormel investment in the Philippines; $11,377 in medium-term notes with variable rates, principal and interest due annually through 2006, secured by various equipment in our China operations; $13,300 in variable rate revolving credit debt; and $3,567 in other long-term debt. The notes denominated in Euros provide a hedge against currency fluctuations in the investment in Campofrio.
Financial resources and anticipated funds from operations are considered adequate to meet normal operating cash requirements.
During fiscal year 2000, no customer accounted for more than 7.5% of total company sales. In reviewing segment sales, three customers represent approximately 27% of the Grocery Product's sales, four customers represent approximately 25% of the Refrigerated Foods segment's sales and four customers represent approximately 20% of All Other sales. The Company believes the loss of any single customer would not have a material adverse effect on the Company's business. Backlog orders are not significant due to the perishable nature of a large portion of the products and orders are accepted and shipped on a current basis.
Recognizing the importance of developing, maintaining and protecting its intangible asset base of trademarks, brand and patents, the Company during 1998 moved its research activities and responsibility for its intangible assets into a subsidiary, Hormel Foods LLC. No new product in 2000 required a material investment of Company assets. Research and development expenditures for fiscal 2000, 1999 and 1998, respectively, were $9,592, $9,566 and $9,037. There are 35 professional employees engaged in full-time research, 17 in the area of improving existing products and 18 in developing new products.
As of October 28, 2000, the Company had over 12,200 active employees.
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Livestock slaughtered by the Company is purchased by Company buyers and commission dealers at sale barns and terminal markets or under long-term supply contracts at locations principally in Minnesota, Iowa, Nebraska, Colorado and South Dakota. The cost of this livestock and the utilization of the Company's facilities are affected by both the level and the methods of pork production in the United States. The live pork industry has been rapidly moving to very large, vertically integrated, year-round confinement operations operating under long-term supply agreements. This has resulted in fewer hogs being available on the spot cash market, which decreases the supply of live hogs and severely diminishes the utilization of slaughter facilities and increases the cost of the raw materials they produce. The Company, along with others in the industry, uses long-term supply contracts to manage the effects of this trend and to assure a stable supply of raw materials while minimizing extreme fluctuations in costs over the long-term. This may result, in the short term, in costs for live hogs that are either higher or lower than the spot cash market depending on the relationship of the cash spot market to contract prices. Contract costs are fully reflected in the Company's reported financial results.
Products are sold under the Hormel label in all 50 states. Hormel products are sold by approximately 575 Company sales personnel operating in assigned territories coordinated from district sales offices located in most of the larger United States cities and by approximately 460 brokers and distributors. Distribution of products to customers is by common carrier.
The Company has plants in Austin, Minnesota; Fremont, Nebraska; and Rochelle, Illinois that slaughter livestock for processing. The slaughter facility at Austin is operated by Quality Pork Processors of Dallas, Texas under a custom slaughter arrangement.
Facilities that produce manufactured items are located in Algona, Iowa; Aurora, Illinois; Austin, Minnesota; Beloit, Wisconsin; Fremont, Nebraska; Houston, Texas; Knoxville, Iowa; Oklahoma City, Oklahoma; Osceola, Iowa; Stockton, California; Tucker, Georgia; and Wichita, Kansas. Custom manufacturing for Hormel is performed by several companies including Owatonna Canning Company, Owatonna, Minnesota; Lakeside Packing Company, Plainview, Minnesota; and Pierre Foods of Claremont, North Carolina. Power Logistics, Inc., operates a distribution center for the Company in Osceola, Iowa and will operate a distribution center currently under construction in Dayton, Ohio.
Jennie-O Foods has turkey raising, slaughter and processing operations at various locations within Minnesota. Jennie-O contracts with turkey growers to supplement the turkeys it raises to meet Company raw material requirements for whole birds and processed turkey products.
Hormel Foods International Corporation markets the Company's products in international areas including the Philippines, Japan, Mexico, Costa Rica and various European countries. The Company, through Hormel Foods International, has licensed companies to manufacture SPAM luncheon meat overseas on a royalty basis; principally, Tulip International in Denmark. Hormel Foods International owns Hormel FSC, Inc., a foreign sales corporation, which engages in export related activities. Hormel B.V., a Dutch holding company, holds the investment in Pure Foods Hormel, Campofrio and Great Barrier Reef in Australia.
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(d) Executive Officers of the Registrant
NAME | AGE | CURRENT OFFICE AND PREVIOUS FIVE YEARS EXPERIENCE | DATES | YEAR FIRST ELECTED OFFICER | ||||
---|---|---|---|---|---|---|---|---|
Joel W. Johnson | 57 | Chairman of the Board, President and Chief Executive Officer | 12/08/95 to Present | 1991 | ||||
President And Chief Executive Officer | 10/01/93 to 12/07/95 | |||||||
Gary J. Ray | 54 | Executive Vice President Refrigerated Foods | 11/01/99 to Present | 1988 | ||||
Executive Vice President Operations | 07/27/92 to 10/31/99 | |||||||
Eric A. Brown | 54 | Group Vice President Prepared Foods | 12/02/96 to Present | 1987 | ||||
Senior Vice President Meat Products | 12/06/93 to 12/01/96 | |||||||
David N. Dickson | 57 | Group Vice President International and Corporate Development | 10/31/94 to Present | 1989 | ||||
Michael J. McCoy | 53 | Senior Vice President and Chief Financial Officer | 05/01/00 to Present | 1996 | ||||
Vice President and Controller | 04/27/98 to 04/30/00 | |||||||
Vice President and Treasurer | 01/27/97 to 04/26/98 | |||||||
Treasurer | 01/01/96 to 01/26/97 | |||||||
Assistant Treasurer | 11/21/94 to 12/31/95 | |||||||
Steven G. Binder | 43 | Group Vice President Foodservice | 10/30/00 to Present | 1998 | ||||
Vice President Foodservice | 11/02/98 to 10/29/00 | |||||||
Director Foodservice Sales | 12/30/96 to 11/01/98 | |||||||
Foodservice Regional Sales Manager/ Corporate National Accounts Manager | 10/04/93 to 12/29/96 | |||||||
Ronald W. Fielding | 47 | Group Vice President Meat Products | 11/01/99 to Present | 1997 | ||||
Vice President Hormel/President Hormel Foods International Corporation | 01/27/97 to 10/31/99 | |||||||
President Hormel Foods International Corporation | 01/01/96 to 01/26/97 | |||||||
Meat Products Regional Sales Manager | 01/24/94 to 06/04/95 | |||||||
James A. Jorgenson | 56 | Senior Vice President Corporate Staff | 11/01/99 to Present | 1990 | ||||
Vice President Human Resources | 12/30/91 to 10/31/99 | |||||||
Mahlon C. Schneider | 61 | Senior Vice President External Affairs and General Counsel | 11/01/99 to Present | 1990 | ||||
Vice President and General Counsel | 11/19/90 to 10/31/99 | |||||||
Richard A. Bross | 49 | Vice President Hormel/President Hormel Foods International Corporation | 11/01/99 to Present | 1995 | ||||
Vice President Grocery Products | 01/30/95 to 10/31/99 | |||||||
General Manager Grocery Products | 01/03/94 to 01/29/95 | |||||||
Thomas R. Day | 42 | Vice President Foodservice Sales | 10/30/00 to Present | 2000 | ||||
Director Foodservice Sales | 11/02/98 to 10/29/00 | |||||||
Director Dubuque Foods Incorporated Foodservice Sales and Marketing | 03/07/94 to 11/01/98 | |||||||
Forrest D. Dryden | 57 | Vice President Research and Development | 01/26/87 to Present | 1987 | ||||
Jeffrey M. Ettinger | 42 | Vice President Hormel/President and Chief Executive Officer Jennie-O Foods | 01/31/00 to Present | 1998 | ||||
Vice President Hormel/Jennie-O Foods | 11/01/99 to 01/30/00 | |||||||
Treasurer | 04/27/98 to 10/31/99 | |||||||
Assistant Treasurer | 11/24/97 to 04/26/98 | |||||||
Special Assignment | 09/08/97 to 11/23/97 | |||||||
Grocery Products Product Manager | 04/10/95 to 09/07/97 | |||||||
Senior Attorney | 01/04/93 to 04/09/95 |
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Daniel A. Hartzog | 49 | Vice President Meat Products Sales | 10/30/00 to Present | 2000 | ||||
Director of Meat Products Business Development | 07/03/00 to 10/29/00 | |||||||
Meat Products Regional Sales Manager | 09/19/88 to 07/02/00 | |||||||
Dennis B. Goettsch | 47 | Vice President Foodservice Marketing | 10/30/00 to Present | 2000 | ||||
Director Foodservice Marketing | 10/01/90 to 10/29/00 | |||||||
V. Allan Krejci | 58 | Vice President Public Relations | 11/01/99 to Present | 1999 | ||||
Director Public Relations | 05/30/93 to 10/31/99 | |||||||
Kurt F. Mueller | 44 | Vice President Fresh Pork Sales and Marketing | 11/01/99 to Present | 1999 | ||||
Director Fresh Pork Sales and Marketing | 02/03/97 to 10/31/99 | |||||||
Manager Logistics and Customer Service Refrigerated Products | 03/06/95 to 02/02/97 | |||||||
Director Retail Marketing Dubuque Foods Incorporated | 01/07/91 to 03/05/95 | |||||||
Gary C. Paxton | 55 | Vice President Prepared Foods Operations | 11/01/99 to Present | 1992 | ||||
Vice President Manufacturing | 01/27/92 to 10/31/99 | |||||||
Larry J. Pfeil | 51 | Vice President Engineering | 11/01/99 to Present | 1999 | ||||
Director of Engineering | 01/04/99 to 10/31/99 | |||||||
Corporate Manager Engineering | 01/13/97 to 01/03/99 | |||||||
Corporate Manager Plant Engineering | 12/27/93 to 01/12/97 | |||||||
Douglas R. Reetz | 46 | Vice President Grocery Products Sales | 11/01/99 to Present | 1999 | ||||
Director Grocery Products Sales and Business Development | 09/15/97 to 10/31/99 | |||||||
Director Grocery Products Sales | 01/04/93 to 09/14/97 | |||||||
James N. Sheehan | 45 | Vice President and Controller | 05/01/00 to Present | 1999 | ||||
Treasurer | 11/01/99 to 04/30/00 | |||||||
President Hormel Financial Services Corporation | 09/21/98 to 10/31/99 | |||||||
Corporate Manager Credit/Claims Hormel Financial Services Corporation | 07/28/97 to 09/20/98 | |||||||
Corporate Manager Credit/Claims | 09/02/96 to 07/27/97 | |||||||
Corporate Credit Manager | 10/17/88 to 09/01/96 | |||||||
William F. Snyder | 43 | Vice President Refrigerated Foods Operations | 11/01/99 to Present | 1999 | ||||
Director Fresh Pork Operations | 09/27/99 to 10/31/99 | |||||||
Fremont Plant Manager | 12/25/95 to 09/26/99 | |||||||
Beloit Plant Manager | 03/20/95 to 12/24/95 | |||||||
Manager Industrial Engineering Austin Plant | 02/10/92 to 03/19/95 | |||||||
Joe C. Swedberg | 45 | Vice President Meat Products Marketing | 11/01/99 to Present | 1999 | ||||
Director Meat Products Marketing | 01/04/93 to 10/31/99 | |||||||
Larry L. Vorpahl | 37 | Vice President Grocery Products Marketing | 11/01/99 to Present | 1999 | ||||
Director Grocery Products Marketing | 09/30/96 to 10/31/99 | |||||||
Group Product Manager Grocery Products | 04/10/95 to 09/29/96 | |||||||
Senior Product Manager Grocery Products | 03/08/93 to 04/09/95 | |||||||
Thomas J. Leake | 55 | Corporate Secretary and Senior Attorney | 01/29/90 to Present | 1990 | ||||
Jody H. Feragen | 44 | Treasurer | 10/30/00 to present | 2000 |
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Assistant Treasurer, National Computer Systems in Eden Prairie, Minnesota, a data collection and software company | 12/01/95 to 10/30/00 |
No family relationship exists among the executive officers.
Executive officers are elected 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 regular or special meeting.
Location | Approximate Floor Space (Square Feet) Unless Noted | Owned or Leased | Expiration Date | ||||||
---|---|---|---|---|---|---|---|---|---|
Hormel Foods Corporation | |||||||||
Slaughtering and Processing Plants | |||||||||
Austin, Minnesota | |||||||||
Slaughter | 217,000 | Owned | |||||||
Processing | 1,069,000 | Owned | |||||||
Fremont, Nebraska | 654,000 | Owned | |||||||
Rochelle, Illinois | 434,000 | Owned | |||||||
Processing Plants | |||||||||
Algona, Iowa | 152,000 | Owned | |||||||
Austin, Minnesota—Annex | 83,000 | Owned | |||||||
Beloit, Wisconsin | 338,000 | Owned | |||||||
Ft. Dodge, Iowa | 17,000 | Owned | |||||||
Houston, Texas | 93,000 | Owned | |||||||
Knoxville, Iowa | 130,000 | Owned | |||||||
Oklahoma City, Oklahoma | 57,000 | Owned | |||||||
Osceola, Iowa—Plant | 334,000 | Owned | |||||||
Osceola, Iowa—Dist.Center | 233,000 | Owned | |||||||
Stockton, California | 139,000 | Owned | |||||||
Tucker, Georgia | 259,000 | Owned | |||||||
Wichita, Kansas | 75,000 | Owned | |||||||
Aurora, Illinois | 71,000 | Owned | |||||||
Aurora, Illinois | 70,000 | Owned | |||||||
Research and Development Center | |||||||||
Austin, Minnesota | 59,000 | Owned | |||||||
Corporate Offices | |||||||||
Austin, Minnesota | 196,000 | Owned | |||||||
Dan's Prize, Inc. | |||||||||
Long Prairie, Minn.—Plant | 77,840 | Owned | |||||||
Browerville, Minn.—Plant | 52,400 | Owned | |||||||
Jennie-O Foods, Inc. | |||||||||
Willmar, Minnesota—Airport Plant | 333,000 | Owned | |||||||
Willmar, Minnesota—Benson Ave. Plant | 79,000 | Owned | |||||||
Melrose, Minnesota—Plant | 119,000 | Owned | |||||||
Turkey Farms—Acres | 9,985 | Owned | |||||||
Henning, Minnesota—Feed Mill | 5,200 | Owned | |||||||
Atwater, Minnesota—Feed Mill | 18,800 | Owned | |||||||
Montevideo, Minnesota | 83,000 | Owned | |||||||
Pelican Rapids, Minnesota—West Central Turkeys Plant | 223,049 | Owned |
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Marshall, Minnesota—Heartland Foods Plant | 142,000 | Owned | |||||||
Golden Valley, Minnesota—Creative Foods Plant | 23,400 | Owned | |||||||
Swanville, Minnesota—Feed Mill | 29,296 | Owned | |||||||
Perham, Minnesota—Feed Mill | 25,642 | Owned | |||||||
Vista International Packaging, Inc. | |||||||||
Kenosha, Wisconsin—Plant | 60,940 | Owned | |||||||
Algona Food Equipment Company (AFECO) | |||||||||
Algona, Iowa—Plant | 45,000 | Owned | |||||||
Mountain Prairie LLC | |||||||||
Colorado Hog Confinement Buildings | 138,624 | 66.7% Owned | |||||||
China Joint Ventures | |||||||||
Bejing Hormel Foods Co. Ltd. Plant | 56,883 | 50.1% Owned | |||||||
Shanghai Hormel Foods Co. Ltd. Plant | 58,521 | 55.0% Owned |
The Company has renovation or building projects in progress at Austin, Minnesota; Fremont, Nebraska; Rochelle, Illinois; Dayton, Ohio; and at various Jennie-O locations.
The Company believes its operating facilities are well maintained and suitable for current production volumes and all volumes anticipated in the foreseeable future.
The Company knows of no pending material legal proceedings.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to shareholders during the fourth quarter of the 2000 fiscal year.
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Item 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
The high and low closing price of the Company's Common Stock and the dividends per share declared for each fiscal quarter of 2000 and 1999, respectively, are shown below:
2000 | High | Low | Dividend | |||
---|---|---|---|---|---|---|
Fourth Quarter | 16.8750 | 15.1875 | $.0875 | |||
Third Quarter | 19.6875 | 15.0000 | $.0875 | |||
Second Quarter | 19.4063 | 14.1250 | $.0875 | |||
First Quarter | 22.2813 | 19.2500 | $.0875 |
1999 | High | Low | Dividend | |||
---|---|---|---|---|---|---|
Fourth Quarter | 22.6250 | 19.1250 | $.0825 | |||
Third Quarter | 20.2188 | 18.3750 | $.0825 | |||
Second Quarter | 19.0000 | 17.1563 | $.0825 | |||
First Quarter | 17.7500 | 14.7813 | $.0825 |
All figures reflect two-for-one stock split approved by shareholders January 25, 2000.
Additional information about dividends, principal market of trade and number of stockholders on pages cover 2 and 33 of the Annual Stockholders' Report for the year ended October 28, 2000, is incorporated herein by reference. The Company's Common Stock has been listed on the New York Stock Exchange since January 16, 1990.
Item 6. SELECTED FINANCIAL DATA
Selected Financial Data for the ten years ended October 28, 2000, on pages 20 and 21 of the Annual Stockholders' Report for the year ended October 28, 2000, is incorporated herein by reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of Operations on pages 17 through 19 of the Annual Stockholders' Report for the year ended October 28, 2000, is incorporated herein by reference.
Item 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information on the Company's exposure to market risk is included in the Management's Discussion and Analysis of Financial Condition and Results of Operations on page 19 of the Annual Stockholders' Report for the year ended October 28, 2000, is incorporated herein by reference.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated Financial Statements, including unaudited quarterly data, on pages 22 through 32 and the Report of Independent Auditors on page 32 of the Annual Stockholders' Report for the year ended October 28, 2000, is incorporated herein by reference.
Item 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
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Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
NAME | AGE | PRINCIPAL OCCUPATION, FIVE YEAR BUSINESS EXPERIENCE, AND DIRECTORSHIPS | YEAR FIRST BECAME A DIRECTOR | |||
---|---|---|---|---|---|---|
JOHN W. ALLEN, Ph.D. | 70 | Professor and Director of the Food Industry Alliance, Michigan State University Faculty Member since 1969. Member of the Board of Directors of Alliance Associates, Inc., Coldwater, Michigan. | 1989 | |||
JOHN R. BLOCK | 65 | President since 1986 and Chief Executive Officer since 2000 of Food Distributors International, a trade association representing the wholesale grocery and foodservice distribution industry in the U.S., Canada and overseas; Farming Partnership with son since 1961; Former Secretary of the U.S. Department of Agriculture 1981-1986. Mr. Block is a member of the Board of Directors of Deere & Company, Moline, Illinois, and Archer-Daniels-Midland Company, Decatur, Illinois. | 1997 | |||
ERIC A. BROWN | 54 | Group Vice President Prepared Foods since 1997; Senior Vice President Meat Products 1993 to 1997. Member of the Executive Committee of the Board of Directors. | 1997 | |||
WILLIAM S. DAVILA | 69 | President Emeritus since 1992 of The Vons Companies, Inc., one of the largest supermarket chains in Southern California. Member of the Board of Directors of Pacific Gas and Electric, San Francisco, California, and Home Depot in Atlanta, Georgia. | 1993 | |||
DAVID N. DICKSON | 57 | Group Vice President, International and Corporate Development since 1990. Member of the Executive Committee of the Board of Directors. | 1990 | |||
E. PETER GILLETTE, JR. | 66 | Retired President, Piper Trust Company since 1998; President, Piper Trust Company from 1995 to 1998; Commissioner of Minnesota's Department of Trade and Economic Development from 1991 to 1995; Former Vice Chairman, Norwest Corporation. | 1996 |
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LUELLA G. GOLDBERG | 63 | Trustee, University of Minnesota Foundation and Chair, Board of Trustees from 1996 to 1998; Life Director, Minnesota Orchestral Association; Trustee and Chair Emerita, Wellesley College; Chair, Board of Trustees, Wellesley College, from 1985 to 1993; Acting President, Wellesley College, July 1, 1993 to October 1, 1993; Member of the Board of Directors of NRG Energy, Inc., an energy services provider and TCF Financial Corporation, a financial services company, both of Minneapolis, Minnesota; Member of the Board of Directors of Communications Systems, Inc., a cable communications company of Hector, Minnesota. | 1993 | |||
JOEL W. JOHNSON | 57 | Chairman, President and Chief Executive Officer since 1995; President and Chief Executive Officer, 1993 to 1995. Member of the Executive Committee of the Board of Directors, member of the Board of Directors of Meredith Corporation, Des Moines, Iowa, Ecolab Inc., St. Paul, Minnesota, and U.S. Bancorp, Minneapolis, Minnesota | 1991 | |||
JOSEPH T. MALLOF | 49 | President, Asia-Pacific since 1999 for S.C. Johnson & Son, Inc., a global supplier of household products; President, Americas and South Asia, S.C. Johnson & Son, Inc. 1998 to 1999; President, North American Consumer Products, S.C. Johnson & Son, Inc. 1995 to 1997; Vice President and General Manager, Laundry and Paper Products, Japan, Procter & Gamble, Inc., a consumer goods company, from 1991 to 1995. | 1997 | |||
MICHAEL J. McCOY | 53 | Senior Vice President and Chief Financial Officer since 2000; Vice President and Controller 1998 to 2000; Vice President and Treasurer 1997 to 1998; Treasurer 1996 to 1997; Assistant Treasurer 1994 to 1996. Member of the Executive Committee of the Board of Directors. | 2000 |
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DAKOTA A. PIPPINS | 52 | Director of Urban Think Tank and Director of Planning, Vigilante Division of Leo Burnett, USA, an international advertising agency, since 1998; Adjunct Assistant Professor at New York University; Senior Vice President, Chisholm-Mingo Group from 1997 to 1998; Co-Founder and Chief Executive Officer, SCDN Inc. and D.R.U.M. Inc. from 1995 to 1996; Director, New York University Management Institute from 1990 to 1995. | N/A | |||
GARY J. RAY | 54 | Executive Vice President Refrigerated Foods since 1999; Executive Vice President Operations from 1992 to 1999. Member of the Executive Committee of the Board of Directors. | 1990 | |||
JOHN G. TURNER | 61 | Vice Chairman since September 2000 of ING Americas, a financial services organization offering insurance and investment products; Chairman and CEO of ReliaStar Financial Corp., a financial services organization offering insurance and investment products, from 1993 to 2000. Member of the Board of Directors of Shopko Stores, Green Bay, Wisconsin, a discount retail chain. | 2000 | |||
ROBERT R. WALLER, MD | 63 | President Emeritus, Mayo Foundation since 1999; Professor of Ophthalmology, Mayo Medical School; President and Chief Executive Officer, Mayo Foundation 1988 to 1998; Executive Committee Chair, Board of Trustees, Mayo Foundation 1988 to 1998; Chair, Mayo Foundation for Medical Education and Research 1988 to 1998. | 1993 | |||
No family relationship exists between any of the nominees for director of the Company. |
Information concerning Executive Officers is set forth in Item 1(d) of Part I pursuant to Instruction 3, of Item 401(b) of Regulation S-K.
Item 11. EXECUTIVE COMPENSATION
Information for the year ended October 28, 2000, under "Executive Compensation" on pages 8 through 14 and "Compensation of Directors" on page 5 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 30, 2001, is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Ownership of securities of the Company by certain beneficial owners and management for the year ended October 28, 2000, as set forth on pages 7 and 8 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 30, 2001, is incorporated herein by reference.
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Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information under "Other Information Relating to Directors, Nominees, and Executive Officers" for the year ended October 28, 2000, as set forth on page 16 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 30, 2001, is incorporated herein by reference.
Item 14. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) | (1) and (2)—The response to this portion of Item 14 is submitted as a separate section of this report. | |||
(3)—List of Exhibits—The response to this portion of Item 14 is submitted as a separate section of this report. | ||||
(b) | No Form 8-K's were filed in the fourth quarter. A Form 8-K was filed shortly after the end of the fiscal year reporting that on October 31, 2000 Hormel Foods Corporation entered into an unsecured 364 day revolving credit facility in the amount of $425,000,000. The credit facility will be used for commercial paper backup and general corporate purposes excluding financing for any acquisition not approved by the board of directors of the target company. | |||
(c) | The response to this portion of Item 14 is submitted as a separate section of this report. | |||
(d) | The response to this portion of Item 14 is submitted as a separate section of this report. |
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
HORMEL FOODS CORPORATION | |||
By | /s/ JOEL W. JOHNSON | November 28, 2001 | |
Joel W. Johnson, Chairman of the Board, President and Chief Executive Officer | Date |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated:
/s/ JOEL W. JOHNSON Joel W. Johnson | November 28, 2001 Date | Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer) | |
/s/ MICHAEL J. McCOY Michael J. McCoy | November 28, 2001 Date | Executive Vice President, Chief Financial Officer and Director (Principal Financial and Accounting Officer) | |
/s/ GARY J. RAY Gary J. Ray | November 28, 2001 Date | Executive Vice President, Refrigerated Foods and Director | |
/s/ ERIC A. BROWN Eric A. Brown | November 28, 2001 Date | Group Vice President, Prepared Foods and Director | |
/s/ JOHN W. ALLEN John W. Allen | November 28, 2001 Date | Director | |
/s/ WILLIAM S. DAVILA William S. Davila | November 28, 2001 Date | Director | |
/s/ E. PETER GILLETTE JR. E. Peter Gillette Jr. | November 28, 2001 Date | Director | |
/s/ LUELLA G. GOLDBERG Luella G. Goldberg | November 28, 2001 Date | Director |
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/s/ DR. ROBERT R. WALLER Dr. Robert R. Waller | November 28, 2001 Date | Director |
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ANNUAL REPORT ON FORM 10-K/A-1
ITEM 14 (a) (1), (2), AND (3) AND ITEM 14 (c) AND (d)
LIST OF FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE
FINANCIAL STATEMENT SCHEDULE
LIST OF EXHIBITS
YEAR ENDED OCTOBER 28, 2000
HORMEL FOODS CORPORATION
Austin, Minnesota
Item 14(a) (1), (2) and (3) and Item 14 (c) and (d)
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
HORMEL FOODS CORPORATION
October 28, 2000
The following consolidated financial statements of Hormel Foods Corporation included in the Annual Report of the Registrant to its stockholders for the year ended October 28, 2000, are incorporated herein by reference in Item 8 of Part II of this report:
Consolidated Statements of Financial Position—October 28, 2000 and October 30, 1999.
Consolidated Statements of Operations—Years Ended October 28, 2000, October 30, 1999 and October 31, 1998.
Consolidated Statements of Changes in Shareholders' Investment—Years Ended October 28, 2000, October 30, 1999, and October 31, 1998.
Consolidated Statements of Cash Flows—Years Ended October 28, 2000, October 30, 1999 and October 31, 1998.
Notes to Financial Statements—October 28, 2000.
Report of Independent Auditors
The following consolidated financial statement schedule of Hormel Foods Corporation required pursuant to Item 14(d) is submitted herewith.
Schedule II—Valuation and Qualifying Accounts and Reserves...F-3
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted.
FINANCIAL STATEMENTS AND SCHEDULES OMITTED
Condensed parent company financial statements of the registrant are omitted pursuant to Rule 5-04(c) of Article 5 of Regulation S-X.
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SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
HORMEL FINANCIAL SERVICES CORPORATION
(Dollars in Thousands)
COLUMN A | COLUMN B | COLUMN C | COLUMN D | COLUMN E | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Additions | | | ||||||||||||
Classification | Balance at Beginning of Period | (1) Charged to Costs and Expenses | (2) Charged to Other Accounts— Describe | Deductions— Describe | Balance at End of Period | |||||||||||
Valuation reserve deduction from assets account: | ||||||||||||||||
Fiscal year ended October 28, 2000 | ||||||||||||||||
Allowance for doubtful accounts receivable | $ | 1,273 | $ | 1,809 | $ | 0 | $ $ | 1,994 (185) | (1) (2) | $ | 1,273 | |||||
Fiscal year ended October 30, 1999 | ||||||||||||||||
Allowance for doubtful accounts receivable | $ | 1,273 | $ | 1,071 | $ | 0 | $ $ | 1,131 (60) | (1) (2) | $ | 1,273 | |||||
Fiscal year ended October 31, 1998 | ||||||||||||||||
Allowance for doubtful accounts receivable | $ | 1,273 | $ | 691 | $ | 0 | $ $ | 729 (38) | (1) (2) | $ | 1,273 |
Note (1)—Uncollectible accounts written off.
Note (2)—Recoveries on accounts previously written off.
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LIST OF EXHIBITS
HORMEL FOODS CORPORATION
Number | | Description of Document | |
---|---|---|---|
**(3) | A-1 | Certification of Incorporation as amended to date. | |
*(3) | B-1 | By-laws as amended to date. (Filed as Exhibit 3 B-1 to Annual Report on Form 10K for fiscal year ended October 25, 1997, Commission File No. 1-2402) | |
(4) | Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, copies of instruments defining the rights of holders of long-term debt are not filed. The Company agrees to furnish a copy thereof to the Securities and Exchange Commission upon request. | ||
(9) | None. | ||
(10) | None. | ||
(12) | None. | ||
**(13) | Cover 2 and pages 17 through 33 of the Annual Report to Stockholders for fiscal year ended October 28, 2000. | ||
(18) | None. | ||
(19) | None. | ||
(22) | None. | ||
**(23) | Consent of Independent Auditors. | ||
(24) | None. | ||
(25) | None. | ||
**(99) | Exhibit 99-Cautionary Statement Relevant to Forward-Looking Statements and Information for the Purpose of "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995. | ||
**(99.1) | Proxy Statement for the Annual Meeting of Stockholders to be held January 30, 2001. |
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