Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended October 26, 2008 | ||
or | ||
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o |
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from to | ||
Commission File Number: 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.) |
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1 Hormel Place |
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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:
Title of each class |
| Name of each exchange on which registered |
Common Stock, $.0586 par value |
| New York Stock Exchange |
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
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 o
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 amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x |
| Accelerated filer o |
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Non-accelerated filer o (Do not check if a smaller reporting company) |
| Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of April 27, 2008, (the last business day of the registrant’s most recently completed second fiscal quarter), was $2,803,268,075 based on the closing price of $39.57 per share on that date.
As of December 1, 2008, the number of share outstanding of each of the registrant’s classes of common stock was as follows:
Common Stock, $.0586 Par Value – 134,526,092 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 26, 2008, are incorporated by reference into Part I Items 1 and 1A, and Part II Items 5-8 and 9A, and included as Exhibit 13.1 filed herewith.
Portions of the Proxy Statement for the Annual Meeting of Stockholders to be held January 27, 2009, are incorporated by reference into Part III, Items 10-14.
1
HORMEL FOODS CORPORATION
2
(a) General Development of Business
Hormel Foods Corporation, a Delaware corporation (the Company), 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 and internationally. Although pork and turkey remain the major raw materials for its products, the Company has emphasized for several years the manufacturing and distribution of branded, value-added consumer items rather than the commodity fresh meat business. The Company has continually expanded its product portfolio through organic growth, new product development, and acquisitions.
In June 2008, the Company acquired Boca Grande Foods, Inc. (Boca Grande). Boca Grande manufactures, sells, and distributes liquid portion products and operates a facility in Duluth, Georgia.
Internationally, the Company markets its products through Hormel Foods International Corporation (HFIC), a wholly owned subsidiary. HFIC has a presence in the international marketplace through joint ventures and placement of personnel in strategic foreign locations such as Australia, Canada, China, Japan, and the Philippines. HFIC also has a global presence with minority positions in food companies in Mexico (Hormel Alimentos, 50% holding) and the Philippines (Purefoods-Hormel, 40% holding), and in a hog production and processing operation in Vietnam (San Miguel Purefoods (Vietnam) Co. Ltd., 49% holding).
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, or in the markets or methods of distribution since the beginning of the 2008 fiscal year.
(b) Segments
The Company’s business is reported in five segments: Grocery Products, Refrigerated Foods, Jennie-O Turkey Store (JOTS), Specialty Foods, and All Other. Net sales to unaffiliated customers and operating profit, and the presentation of certain other financial information by segment, are reported in Note K of the Notes to Consolidated Financial Statements and in the Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Annual Stockholder’s Report for the year ended October 26, 2008, incorporated herein by reference.
(c) Description of Business
Products and Distribution
The Company’s products primarily consist of meat and other food products. The meat products 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 of the Company are as follows:
|
| Year Ended |
| ||||
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| October 26, 2008 |
| October 28, 2007 |
| October 29, 2006 |
|
Perishable meat |
| 53.5 | % | 54.2 | % | 53.8 | % |
Poultry |
| 19.2 |
| 19.2 |
| 19.7 |
|
Shelf-stable |
| 17.1 |
| 16.8 |
| 17.1 |
|
Other |
| 10.2 |
| 9.8 |
| 9.4 |
|
|
| 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 fresh meats, sausages, hams, wieners, and bacon (excluding JOTS products). The Poultry category is composed primarily of JOTS products. Shelf-stable includes canned luncheon meats, shelf-stable microwaveable entrees, stews, chilies, hash, meat spreads, flour and corn tortillas, salsas, tortilla chips, and other items that do not require refrigeration. The Other category primarily consists of nutritional food products and supplements, sugar and sugar substitutes, creamers, salt and pepper products, sauces and salad dressings, dessert and drink mixes, and industrial gelatin products.
3
During fiscal 2008, the Company expanded its value-added production capacity in several locations, including Browerville, Minnesota; Pelican Rapids, Minnesota; Tucker, Georgia; and Visalia, California. Additionally, construction began on a new production facility in Dubuque, Iowa, which will be used for production of canned items and the Hormel Compleats line of microwave meals. No other new products in fiscal 2008 required a material investment of the Company’s assets.
Domestically, the Company sells its products in all 50 states. The Company’s products are sold through its sales personnel, operating in assigned territories coordinated from sales offices located in most of the larger U.S. cities, as well as independent brokers and distributors. Dedicated sales teams also serve major retail customers and coordinate sales of both Grocery Products and Refrigerated Foods products. As of October 26, 2008, the Company had approximately 608 sales personnel engaged in selling its products. Distribution of products to customers is primarily by common carrier.
Through HFIC, the Company markets its products in various locations throughout the world. Some of the larger markets include Australia, Canada, China, England, Japan, Mexico, and Micronesia. The distribution of export sales to customers is by common carrier, while the China operations own and operate their own delivery system. The Company, through HFIC, has licensed companies to manufacture various Hormel products internationally on a royalty basis, with the primary licensees being Tulip International of Denmark and CJ Corporation of South Korea.
Raw Materials
The Company has, for the past several years, been concentrating on processed branded products for consumers 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 the live pork industry has evolved to large, vertically integrated, year-round confinement operations, and supply contracts have become prevalent in the industry, there is still a seasonal variation in the supply of fresh pork materials. The Company’s expanding line of processed items has reduced, but not eliminated, the sensitivity of Company results to raw material supply and price fluctuations.
The majority of the hogs harvested by the Company are purchased under supply contracts from producers located principally in Colorado, Idaho, Illinois, Iowa, Kansas, Minnesota, Nebraska, Oklahoma, South Dakota, Texas, Utah, Wisconsin, and Canada. The cost of hogs and the utilization of the Company’s facilities are affected by both the level and the methods of pork production in the United States. The movement toward year-round confinement operations which operate under supply agreements with processors has resulted in fewer hogs being available on the spot cash market. The Company, along with others in the industry, uses supply contracts to manage the effects of this trend and to ensure a stable supply of raw materials. The Company has converted the majority of its contracts to market-based formulas to better match input costs with customer pricing, and all contract costs are fully reflected in the Company’s reported financial statements. In fiscal 2008, the Company purchased 91 percent of its hogs under supply contracts. The Company also procures a portion of its hogs through farms that it either owns or operates in Arizona, California, Colorado, Kansas, and Wyoming.
In fiscal 2008, JOTS raised turkeys representing approximately 67 percent of the volume needed to meet its raw material requirements for whole bird and processed turkey products. Turkeys not sourced within the Company are contracted with independent turkey growers. JOTS’ turkey-raising farms are located throughout Minnesota and Wisconsin.
Production costs in raising hogs and turkeys are subject primarily to fluctuations in feed grain prices and, to a lesser extent, fuel costs. To manage this risk, the Company periodically hedges its anticipated purchases of grain using futures contracts.
Manufacturing
The Company has plants in Austin, Minnesota; Fremont, Nebraska; Vernon, California; and Beijing, China that harvest hogs for processing. Quality Pork Processors, Inc. of Dallas, Texas, operates the harvesting facility at Austin under a custom harvesting arrangement.
Facilities that produce and distribute manufactured items are located in Albert Lea, Minnesota; Algona, Iowa; Alma, Kansas; Ames, Iowa; Aurora, Illinois; Austin, Minnesota; Beloit, Wisconsin; Bondurant, Iowa; Bremen, Georgia; Browerville, Minnesota; Chino, California; Dayton, Ohio; Duluth, Georgia; Eldridge, Iowa; Ft. Dodge, Iowa; Fremont, Nebraska; Knoxville, Iowa; Lathrop, California; Long Prairie, Minnesota; Mitchellville, Iowa; Nevada, Iowa; New Berlin, Wisconsin; Osceola, Iowa; Perrysburg, Ohio; Quakertown, Pennsylvania; Rochelle, Illinois; San Leandro, California; Savannah, Georgia; Sparta, Wisconsin; St. Paul, Minnesota; Stockton, California; Tucker, Georgia; Turlock, California; Vernon, California; Visalia, California; Wichita, Kansas; Beijing, China; and Shanghai, China. Albert Lea Select Foods, Inc. of Dallas, Texas, operates the processing facility at Albert Lea under a custom manufacturing agreement. Company products are also custom manufactured by several other companies. The following are the Company’s larger custom manufacturers: Steuben Foods, Jamaica, New York; Lakeside Packing Company, Manitowoc, Wisconsin; Schroeder Milk, Maplewood, Minnesota; Reichel Foods, Rochester, Minnesota; Power Packaging, St. Charles, Illinois; and Tony Downs, St. James, Minnesota. Power Logistics, Inc., based in St. Charles, Illinois, operates distribution centers for the Company in Dayton, Ohio, and Osceola, Iowa.
The Company’s turkey harvest and processing operations are located in Barron, Wisconsin; Faribault, Minnesota; Melrose, Minnesota; Montevideo, Minnesota; Pelican Rapids, Minnesota; and Willmar, Minnesota.
4
Table of Contents
Patents and Trademarks
There are numerous patents and trademarks that are important to the Company’s business. The Company holds 9 foreign and 49 U.S.-issued patents. Some of the trademarks are registered and some are not. Some of the more significant owned or licensed trademarks used in the Company’s segments are:
HORMEL, ALWAYS TENDER, AMERICAN CLASSICS, AUSTIN BLUES, BANGKOK PADANG, BLACK LABEL, BREAD READY, BÚFALO, CAFÉ H, CALIFORNIA NATURAL, CARAPELLI, CHI-CHI’S, COMPLEATS, CURE 81, CUREMASTER, DAN’S PRIZE, DI LUSSO, DINTY MOORE, DODGER DOGS, DOÑA MARIA, DUBUQUE, FARMER JOHN, FAST ‘N EASY, GRANDE GOURMET, HERB-OX, HERDEZ, HIBACHI GRILL, HOMELAND, HOUSE OF TSANG, JENNIE-O TURKEY STORE, KID’S KITCHEN, LAYOUT, LITTLE SIZZLERS, LLOYD’S, MAGNIFOODS, MANNY’S, MARRAKESH EXPRESS, MARY KITCHEN, NATURAL CHOICE, NATURASELECT, OLD SMOKEHOUSE, PELOPONNESE, PILLOW PACK, POCO PAC, PREP CHEF, PREMORO, RANGE BRAND, RICO OLE’, ROSA GRANDE, SAAG’S, SANDWICH MAKER, SAUCY BLUES, SPAM, SPAMTASTIC, STAGG, TEZZATA, THICK & EASY, VALLEY FRESH, and WRANGLERS.
The Company’s patents expire after a term that is typically 20 years from the date of filing, with earlier expiration possible based on the Company’s decision to pay required maintenance fees. As long as the Company intends to continue using its trademarks, they are renewed indefinitely.
Customers and Backlog Orders
During fiscal year 2008, sales to Wal-Mart Stores, Inc. (Wal-Mart) represented approximately 12 percent of the Company’s revenues (measured as gross sales less returns and allowances). Wal-Mart is a customer for all five segments of the Company. The five largest customers in each segment make up approximately the following percentage of segment sales: 47 percent of Grocery Products, 37 percent of Refrigerated Foods, 41 percent of JOTS, 38 percent of Specialty Foods, and 25 percent of All Other. The loss of one or more of the top customers in any of these segments could have a material adverse effect on the results of such segment. Backlog orders are not significant due to the perishable nature of a large portion of the products. Orders are accepted and shipped on a current basis.
Competition
The production and sale of meat and food products in the United States and internationally are highly competitive. The Company competes with manufacturers of pork and turkey products, as well as national and regional producers of other meat and protein sources, such as beef, chicken, and fish. The Company believes that its largest domestic competitors for its Refrigerated Foods segment in 2008 were Tyson Foods, Smithfield Foods, and Sara Lee Corporation; for its Grocery Products segment, ConAgra Foods, Pinnacle Foods, and Campbell Soup Co.; and for JOTS, Cargill, Inc. and Butterball, LLC.
All segments compete on the basis of price, product quality, brand identification, and customer service. Through aggressive marketing and strong quality assurance programs, the Company’s strategy is to provide higher quality products that possess strong brand recognition, which would then support higher value perceptions from customers.
The Company competes using this same strategy in international markets around the world.
Research and Development
Research and development continues to be a vital part of the Company’s strategy to extend existing brands and expand into new branded items. The expenditures for research and development for fiscal 2008, 2007, and 2006, were approximately $22,689,000, $21,475,000, and $18,631,000, respectively. There are 91 employees engaged in full time research and development, 46 in the area of improving existing products and 45 in developing new products.
Employees
As of October 26, 2008, the Company had approximately 19,100 active employees.
(d) Geographic Areas
Financial information about geographic areas, including total revenues attributed to the U.S. and all foreign countries in total for the last three fiscal years of the Company, is reported in Note K of the Notes to Consolidated Financial Statements of the Annual Stockholder’s Report for the year ended October 26, 2008, incorporated herein by reference.
5
(e) Available Information
The Company makes available, free of charge on its Web site at www.hormelfoods.com, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. These reports are accessible under the “Investors” caption of the Company’s Web site and are available as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission.
The documents noted above are also available in print, free of charge, to any stockholder who requests them.
(f) Executive Officers of the Registrant
YEAR | ||||||||
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| FIRST |
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| CURRENT OFFICE AND PREVIOUS |
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NAME | AGE | FIVE YEARS EXPERIENCE | DATES | OFFICER | ||||
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Jeffrey M. Ettinger |
| 50 |
| Chairman of the Board, President and Chief Executive Officer |
| 11/21/06 to Present |
| 1998 |
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| President and Chief Executive Officer |
| 01/01/06 to 11/20/06 |
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| President and Chief Operating Officer |
| 06/28/04 to 12/31/05 |
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| Group Vice President/President and Chief Executive Officer Jennie-O Turkey Store |
| 03/03/03 to 06/27/04 |
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Jody H. Feragen |
| 52 |
| Senior Vice President and Chief Financial Officer |
| 01/01/07 to Present |
| 2000 |
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| Vice President (Finance) and Treasurer |
| 10/31/05 to 12/31/06 |
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| Vice President and Treasurer |
| 10/29/01 to 10/30/05 |
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Gary J. Ray |
| 62 |
| President Protein Business Units |
| 07/30/07 to Present (Retires 12/31/08) |
| 1988 |
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| Executive Vice President (Refrigerated Foods) |
| 11/01/99 to 07/29/07 |
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Ronald W. Fielding |
| 55 |
| Executive Vice President (Grocery Products/ Corporate Development) |
| 04/07/08 to Present |
| 1997 |
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| Executive Vice President (Grocery Products/ Mergers and Acquisitions) |
| 01/01/07 to 04/06/08 |
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| Group Vice President (Grocery Products) |
| 10/31/05 to 12/31/06 |
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| Group Vice President (Consumer Products Sales) |
| 07/26/04 to 10/30/05 |
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| Group Vice President (Sales Strategy) |
| 06/02/03 to 07/25/04 |
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Steven G. Binder |
| 51 |
| Group Vice President (Refrigerated Foods) |
| 07/30/07 to Present |
| 1998 |
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| Group Vice President (Foodservice) |
| 10/30/00 to 07/29/07 |
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Richard A. Bross |
| 57 |
| Group Vice President/President Hormel Foods |
| 10/29/01 to Present |
| 1995 |
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| International Corporation |
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Robert A. Tegt |
| 57 |
| Group Vice President/President Jennie-O Turkey Store |
| 12/01/08 to Present |
| 2005 |
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| Group Vice President (Specialty Foods Group) |
| 10/29/07 to 11/30/08 |
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| Vice President (Specialty Foods Group) |
| 01/01/06 to 10/28/07 |
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| Senior Vice President (Foodservice Division) – Jennie-O Turkey Store |
| 04/30/01 to 12/31/05 |
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Michael D. Tolbert |
| 52 |
| Group Vice President (Specialty Foods Group) |
| 12/01/08 to Present |
| 2004 |
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| Group Vice President/President Jennie-O Turkey Store |
| 10/31/05 to 11/30/08 |
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| Vice President/President Jennie-O Turkey Store |
| 05/31/04 to 10/30/05 |
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| Chief Information Officer |
| 01/28/02 to 05/30/04 |
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Larry L. Vorpahl |
| 45 |
| Group Vice President (Consumer Products Sales) |
| 10/31/05 to Present |
| 1999 |
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| Vice President and General Manager (Grocery Products) |
| 12/01/03 to 10/30/05 |
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James W. Cavanaugh |
| 59 |
| Senior Vice President (External Affairs) and General Counsel |
| 10/29/07 to Present |
| 2001 |
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| Senior Vice President (External Affairs), General Counsel, and Corporate Secretary |
| 01/01/05 to 10/28/07 |
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| Corporate Secretary and Senior Attorney |
| 01/29/01 to 12/31/04 |
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Thomas R. Day |
| 50 |
| Senior Vice President (Foodservice) |
| 07/30/07 to Present |
| 2000 |
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| Vice President (Foodservice Sales) |
| 10/30/00 to 07/29/07 |
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William F. Snyder |
| 51 |
| Senior Vice President (Supply Chain) |
| 10/31/05 to Present |
| 1999 |
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| Vice President (Refrigerated Foods Operations) |
| 11/01/99 to 10/30/05 |
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D. Scott Aakre |
| 44 |
| Vice President Marketing (Grocery Products) |
| 10/31/05 to Present |
| 2005 |
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| Director of Marketing (Grocery Products) |
| 09/15/03 to 10/30/05 |
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Deanna T. Brady |
| 43 |
| Vice President (Foodservice Sales) |
| 07/30/07 to Present |
| 2007 |
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| Regional Sales Manager-West (Foodservice Sales) |
| 06/02/03 to 07/29/07 |
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(f) Executive Officers of the Registrant-Continued
YEAR | ||||||||
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| FIRST |
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Julie H. Craven |
| 53 |
| Vice President (Corporate Communications) |
| 08/01/05 to Present |
| 2005 |
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| Director (Corporate Communications) |
| 05/20/02 to 07/31/05 |
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Michael L. Devine |
| 54 |
| Vice President (Grocery Products Operations) |
| 10/27/08 to Present |
| 2008 |
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| Director (Grocery Products Operations Strategy) |
| 09/03/07 to 10/26/08 |
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| Plant Manager (Stockton) |
| 07/29/96 to 09/02/07 |
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Bryan D. Farnsworth |
| 51 |
| Vice President (Quality Management) |
| 08/01/05 to Present |
| 2005 |
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| Director (Quality Management) |
| 12/02/96 to 07/31/05 |
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Roland G. Gentzler |
| 54 |
| Vice President (Finance) and Treasurer |
| 01/01/07 to Present |
| 2007 |
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| Assistant Controller and Director of Finance (Refrigerated Foods) |
| 05/01/00 to 12/31/06 |
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Dennis B. Goettsch |
| 55 |
| Vice President (Foodservice Marketing) |
| 10/30/00 to Present |
| 2000 |
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Daniel A. Hartzog |
| 57 |
| Vice President (Consumer Products Sales) |
| 07/26/04 to Present |
| 2000 |
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| Vice President (Meat Products Sales) |
| 10/30/00 to 07/25/04 |
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David P. Juhlke |
| 49 |
| Vice President (Human Resources) |
| 10/31/05 to Present |
| 2005 |
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| Vice President (Human Resources/Administration) – |
| 04/30/01 to 10/30/05 |
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Donald H. Kremin |
| 48 |
| Vice President (Consumer Product Sales) |
| 10/29/07 to Present |
| 2007 |
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| Director Wal-Mart Business Team (Consumer Product Sales) |
| 09/05/05 to 10/28/07 |
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| Director Customer Development-Eastern Chains (Consumer Product Sales) |
| 07/26/04 to 09/04/05 |
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| National Sales Manager (Ethnic Specialties - Grocery Products) |
| 12/27/99 to 07/25/04 |
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Phillip L. Minerich, Ph.D. |
| 55 |
| Vice President (Research and Development) |
| 10/31/05 to Present |
| 2005 |
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| Director (Product & Process Development & Packaging) |
| 07/14/03 to 10/30/05 |
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Kurt F. Mueller |
| 52 |
| Vice President (Consumer Products Sales) |
| 07/26/04 to Present |
| 1999 |
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| Vice President (Fresh Pork Sales and Marketing) |
| 11/01/99 to 07/25/04 |
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Larry J. Pfeil |
| 59 |
| Vice President (Engineering) |
| 11/01/99 to Present |
| 1999 |
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Russell C. Potter |
| 60 |
| Vice President (Grocery Products Operations) |
| 09/18/06 to Present (Retires 12/31/08) |
| 2006 |
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| Director (Grocery Products Production) |
| 05/02/94 to 09/17/06 |
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Douglas R. Reetz |
| 54 |
| Vice President (Consumer Products Sales) |
| 07/26/04 to Present |
| 1999 |
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|
|
| Vice President (Grocery Products Sales) |
| 11/01/99 to 07/25/04 |
|
|
|
|
|
|
|
|
|
|
|
Bruce R. Schweitzer |
| 57 |
| Vice President (Refrigerated Foods Operations) |
| 10/31/05 to Present |
| 2005 |
|
|
|
| Plant Manager (Austin) |
| 07/19/04 to 10/30/05 |
|
|
|
|
|
| Plant Manager (Fremont) |
| 09/27/99 to 07/18/04 |
|
|
|
|
|
|
|
|
|
|
|
James N. Sheehan |
| 53 |
| Vice President and Controller |
| 05/01/00 to Present |
| 1999 |
|
|
|
|
|
|
|
|
|
James P. Snee |
| 41 |
| Vice President (Affiliated Business Units – Refrigerated Foods) |
| 10/27/08 to Present |
| 2008 |
|
|
|
| Director (Purchasing) |
| 02/13/06 to 10/26/08 |
|
|
|
|
|
| Regional Sales Manager-West and Corporate National Accounts Manager (Foodservice Sales) |
| 11/01/99 to 02/12/06 |
|
|
|
|
|
|
|
|
|
|
|
James M. Splinter |
| 46 |
| Vice President (Marketing-Consumer Products- Refrigerated Foods) |
| 06/02/03 to Present |
| 2003 |
|
|
|
|
|
|
|
|
|
Joe C. Swedberg |
| 53 |
| Vice President (Legislative Affairs) |
| 08/11/08 to Present |
| 1999 |
|
|
|
| Vice President (Legislative Affairs and Marketing Services) |
| 06/02/03 to 08/10/08 |
|
|
|
|
|
|
|
|
|
|
|
Brian D. Johnson |
| 48 |
| Corporate Secretary & Senior Attorney |
| 10/29/07 to Present |
| 2007 |
|
|
|
| Assistant Secretary & Senior Attorney |
| 01/31/05 to 10/28/07 |
|
|
|
|
|
| Senior Attorney |
| 08/14/00 to 01/30/05 |
|
|
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.
7
Information on the Company’s risk factors included in the Management’s Discussion and Analysis of Financial Condition and Results of Operations on pages 31 through 33 of the Annual Stockholders’ Report for the year ended October 26, 2008, is incorporated herein by reference.
Item 1B. UNRESOLVED STAFF COMMENTS
None.
Location |
| Principal Segment (1) |
| Approximate Area |
| Owned or |
| Lease |
|
|
|
|
|
|
|
|
|
Harvest and Processing Plants |
|
|
|
|
|
|
|
|
Austin, Minnesota |
| Refrigerated Foods |
| 1,354,000 |
| Owned |
|
|
|
| Grocery Products |
|
|
|
|
|
|
|
| Specialty Foods |
|
|
|
|
|
|
|
| All Other |
|
|
|
|
|
|
Barron, Wisconsin |
| JOTS |
| 372,000 |
| Owned |
|
|
Beijing, China |
| All Other |
| 94,000 |
| 80.0% Owned |
|
|
Faribault, Minnesota |
| JOTS |
| 170,000 |
| Owned |
|
|
Fremont, Nebraska |
| Refrigerated Foods |
| 670,000 |
| Owned |
|
|
|
| Grocery Products |
|
|
|
|
|
|
|
| Specialty Foods |
|
|
|
|
|
|
|
| All Other |
|
|
|
|
|
|
Melrose, Minnesota |
| JOTS |
| 136,000 |
| Owned |
|
|
Vernon, California |
| Refrigerated Foods |
| 750,000 |
| Owned |
|
|
|
| All Other |
| 93,000 |
| Leased |
| March 2014 |
Willmar, Minnesota |
| JOTS |
| 447,000 |
| Owned |
|
|
|
|
|
|
|
|
|
|
|
Processing Plants |
|
|
|
|
|
|
|
|
Albert Lea, Minnesota |
| Refrigerated Foods |
| 72,000 |
| Owned |
|
|
Algona, Iowa |
| Refrigerated Foods |
| 153,000 |
| Owned |
|
|
Alma, Kansas |
| Refrigerated Foods |
| 70,000 |
| Owned |
|
|
Ames, Iowa |
| Refrigerated Foods |
| 9,000 |
| Leased |
| March 2009 |
Aurora, Illinois |
| Specialty Foods |
| 141,000 |
| Owned |
|
|
Beloit, Wisconsin |
| Grocery Products |
| 339,000 |
| Owned |
|
|
|
| Specialty Foods |
|
|
|
|
|
|
Bremen, Georgia |
| Specialty Foods |
| 156,000 |
| Owned |
|
|
Browerville, Minnesota |
| Refrigerated Foods |
| 95,000 |
| Owned |
|
|
Chino, California |
| Refrigerated Foods |
| 88,000 |
| Leased |
| April 2015 |
Dubuque, Iowa |
| Grocery Products |
| 338,000(2) |
| Owned |
|
|
Duluth, Georgia |
| Specialty Foods |
| 80,000 |
| Owned |
|
|
Ft. Dodge, Iowa |
| Grocery Products |
| 17,000 |
| Owned |
|
|
Knoxville, Iowa |
| Refrigerated Foods |
| 130,000 |
| Owned |
|
|
Lathrop, California |
| Refrigerated Foods |
| 85,000 |
| Owned |
|
|
Long Prairie, Minnesota |
| Refrigerated Foods |
| 82,000 |
| Owned |
|
|
Mitchellville, Iowa |
| Specialty Foods |
| 81,000 |
| Owned |
|
|
Montevideo, Minnesota |
| JOTS |
| 85,000 |
| Owned |
|
|
Nevada, Iowa |
| Refrigerated Foods |
| 139,000 |
| Owned |
|
|
New Berlin, Wisconsin |
| Grocery Products |
| 84,000 |
| Leased |
| February 2012 |
Osceola, Iowa |
| Refrigerated Foods |
| 365,000 |
| Owned |
|
|
Pelican Rapids, Minnesota |
| JOTS |
| 282,000 |
| Owned |
|
|
Perrysburg, Ohio |
| Specialty Foods |
| 183,000 |
| Owned |
|
|
Quakertown, Pennsylvania |
| Specialty Foods |
| 10,000 |
| Owned |
|
|
8
Item 2. PROPERTIES - - Continued
Location |
| Principal Segment (1) |
| Approximate Area |
| Owned or |
| Lease |
|
|
|
|
|
|
|
|
|
Processing Plants (continued) |
|
|
|
|
|
|
|
|
Rochelle, Illinois |
| Refrigerated Foods |
| 554,000 |
| Owned |
|
|
|
| Grocery Products |
|
|
|
|
|
|
|
| Specialty Foods |
|
|
|
|
|
|
San Leandro, California |
| Refrigerated Foods |
| 41,000 |
| Leased |
| November 2021 |
Savannah, Georgia |
| Specialty Foods |
| 300,000 |
| Owned |
|
|
Shanghai, China |
| All Other |
| 33,000 |
| 80.7% Owned |
|
|
Sparta, Wisconsin |
| Specialty Foods |
| 385,000 |
| Owned |
|
|
St. Paul, Minnesota |
| Refrigerated Foods |
| 58,000 |
| Owned |
|
|
Stockton, California |
| Grocery Products |
| 139,000 |
| Owned |
|
|
Tucker, Georgia |
| Grocery Products |
| 282,000 |
| Owned |
|
|
Turlock, California |
| Grocery Products |
| 153,000 |
| Owned |
|
|
Visalia, California |
| Specialty Foods |
| 107,000 |
| Owned |
|
|
Wichita, Kansas |
| Refrigerated Foods |
| 80,000 |
| Owned |
|
|
|
|
|
|
|
|
|
|
|
Warehouse/Distribution Centers |
|
|
|
|
|
|
|
|
Austin, Minnesota |
| Refrigerated Foods |
| 83,000 |
| Owned |
|
|
Bondurant, Iowa |
| Specialty Foods |
| 99,000 |
| Owned |
|
|
Dayton, Ohio |
| Refrigerated Foods |
| 140,000 |
| Owned |
|
|
Eldridge, Iowa |
| Grocery Products |
| 280,000 |
| Leased |
| September 2015 |
Nevada, Iowa |
| Refrigerated Foods |
| 93,000 |
| Owned |
| December 2008 |
|
|
|
| 2,000 |
| Leased |
|
|
Osceola, Iowa |
| All Segments |
| 233,000 |
| Owned |
|
|
Stockton, California |
| Grocery Products |
| 232,000 |
| Leased |
| July 2010 |
Tucker, Georgia |
| Grocery Products |
| 96,000 |
| Leased |
| September 2009 |
Willmar, Minnesota |
| JOTS |
| 25,000 |
| Owned |
|
|
|
|
|
|
|
|
|
|
|
Hog Confinement Buildings |
|
|
|
|
|
|
|
|
Albin, Wyoming |
| Refrigerated Foods |
| 458,000 |
| Owned |
|
|
Corcoran, California |
| Refrigerated Foods |
| 816,000 |
| Leased |
| December 2010 |
Las Animas, Colorado |
| Refrigerated Foods |
| 566,000 |
| Owned |
|
|
Norcatur, Kansas |
| Refrigerated Foods |
| 90,000 |
| Leased |
| June 2011 |
Pine Bluffs, Wyoming |
| Refrigerated Foods |
| 64,000 |
| Owned |
|
|
Snowflake, Arizona |
| Refrigerated Foods |
| 1,506,000 |
| Owned |
|
|
|
|
|
|
|
|
|
|
|
Hatcheries |
|
|
|
|
|
|
|
|
Barron, Wisconsin |
| JOTS |
| 28,000 |
| Owned |
|
|
Detroit Lakes, Minnesota |
| JOTS |
| 31,000 |
| Owned |
|
|
Henning, Minnesota |
| JOTS |
| 22,000 |
| Owned |
|
|
9
Item 2. PROPERTIES - - Continued
Location |
| Principal Segment (1) |
| Approximate Area |
| Owned or |
| Lease |
|
|
|
|
|
|
|
|
|
|
|
Feed Mills |
|
|
|
|
|
|
|
|
|
Albin, Wyoming |
| Refrigerated Foods |
| 6,000 |
| Owned |
|
|
|
Atwater, Minnesota |
| JOTS |
| 19,000 |
| Owned |
|
|
|
Barron, Wisconsin |
| JOTS |
| 26,000 |
| Owned |
|
|
|
Corcoran, California |
| Refrigerated Foods |
| 5,000 |
| Leased |
| December 2010 |
|
Dawson, Minnesota |
| JOTS |
| 37,000 |
| Owned |
|
|
|
Faribault, Minnesota |
| JOTS |
| 25,000 |
| Owned |
|
|
|
Henning, Minnesota |
| JOTS |
| 5,000 |
| Owned |
|
|
|
Northfield, Minnesota |
| JOTS |
| 17,000 |
| Owned |
|
|
|
Perham, Minnesota |
| JOTS |
| 26,000 |
| Owned |
|
|
|
Snowflake, Arizona |
| Refrigerated Foods |
| 28,000 |
| Owned |
|
|
|
Swanville, Minnesota |
| JOTS |
| 29,000 |
| Owned |
|
|
|
|
|
|
|
|
|
|
|
|
|
Turkey Farms |
|
|
|
|
|
|
|
|
|
Minnesota and Wisconsin |
| JOTS |
| 15,000(3) |
| Owned |
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and Development |
|
|
|
|
|
|
|
|
|
Austin, Minnesota |
| All Segments |
| 79,000 |
| Owned |
|
|
|
Shanghai, China |
| All Other |
| 5,000 |
| 80.7% Owned |
|
|
|
Willmar, Minnesota |
| JOTS |
| 9,000 |
| Owned |
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative Offices |
|
|
|
|
|
|
|
|
|
Austin, Minnesota |
| All Segments |
| 231,000 |
| Owned |
|
|
|
Gainesville, Georgia |
| Refrigerated Foods |
| 5,000 |
| Leased |
| June 2009 |
|
Savannah, Georgia |
| Specialty Foods |
| 53,000 |
| Owned |
|
|
|
Spicer, Minnesota |
| JOTS |
| 11,000 |
| Leased |
| June 2009 |
|
Vernon, California |
| Refrigerated Foods |
| 5,000 |
| Leased |
| December 2008 |
|
|
|
|
| 17,000 |
| Leased |
| March 2014 |
|
(1) Many of the Company’s properties are not exclusive to any one segment, and a few of the properties are utilized in all five segments. For locations that support multiple segments, but with a substantial percentage of activity attributable to certain segments, only the principal segments have been listed.
(2) Plant currently under construction
(3) Acres
The Company has renovation or building projects in progress at Albert Lea, Minnesota; Austin, Minnesota; Dubuque, Iowa; and Las Animas, Colorado. The Company believes its operating facilities are well maintained and suitable for current production volumes, and expansion plans are in process to accommodate all volumes anticipated in the foreseeable future.
The Company is a party to various legal proceedings related to the on-going operation of its business. The resolution of any currently known matters is not expected to have a material effect on the Company’s financial condition, results of operations, or liquidity.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to stockholders during the fourth quarter of the 2008 fiscal year.
10
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The high and low sales prices of the Company’s common stock and the dividends per share declared for each fiscal quarter of 2008 and 2007, respectively, are shown below:
2008 |
| High |
| Low |
| Dividend |
| |||
First Quarter |
| $ | 41.82 |
| $ | 34.90 |
| $ | .185 |
|
Second Quarter |
| 42.64 |
| 37.24 |
| .185 |
| |||
Third Quarter |
| 41.98 |
| 33.99 |
| .185 |
| |||
Fourth Quarter |
| 38.08 |
| 27.26 |
| .185 |
| |||
2007 |
| High |
| Low |
| Dividend |
| |||
First Quarter |
| $ | 39.09 |
| $ | 34.83 |
| $ | .150 |
|
Second Quarter |
| 39.15 |
| 36.05 |
| .150 |
| |||
Third Quarter |
| 39.88 |
| 35.00 |
| .150 |
| |||
Fourth Quarter |
| 37.36 |
| 30.04 |
| .150 |
| |||
Additional information about dividends, principal market of trade, and number of stockholders on page 57 of the Annual Stockholders’ Report for the year ended October 26, 2008, is incorporated herein by reference. The Company’s common stock has been listed on the New York Stock Exchange since January 16, 1990.
Issuer purchases of equity securities in the fourth quarter of fiscal year 2008 are shown below:
Period |
| Total Number |
| Average Price |
| Total Number of Shares |
| Maximum Number of |
| |
July 28, 2008 – August 31, 2008 |
| 50,100 |
| $ | 34.86 |
| 50,100 |
| 2,587,479 |
|
September 1, 2008 – September 28, 2008 |
| 254,363 |
| $ | 35.86 |
| 254,200 |
| 2,333,279 |
|
September 29, 2008 �� October 26, 2008 |
| 62,900 |
| $ | 35.26 |
| 62,900 |
| 2,270,379 |
|
Total |
| 367,363 |
| $ | 35.62 |
| 367,200 |
|
|
|
(1) The 163 shares repurchased during the quarter, other than through publicly announced plans or programs, represent purchases for the Company’s employee awards program.
(2) On October 2, 2002, the Company announced that its Board of Directors had authorized the Company to repurchase up to 10,000,000 shares of common stock with no expiration date.
Item 6. SELECTED FINANCIAL DATA
Selected Financial Data for the five years ended October 26, 2008, on page 17 of the Annual Stockholders’ Report for the year ended October 26, 2008, is incorporated herein by reference.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Information in the Management’s Discussion and Analysis of Financial Condition and Results of Operations on pages 18 through 35 of the Annual Stockholders’ Report for the year ended October 26, 2008, is incorporated herein by reference.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information on the Company’s exposure to market risk included in the Management’s Discussion and Analysis of Financial Condition and Results of Operations on pages 34 and 35 of the Annual Stockholders’ Report for the year ended October 26, 2008, is incorporated herein by reference.
11
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated Financial Statements, including unaudited quarterly data, on pages 39 through 56 and the Report of Independent Registered Public Accounting Firm on page 38 of the Annual Stockholders’ Report for the year ended October 26, 2008, are incorporated herein by reference.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
Item 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of the end of the period covered by this report (the Evaluation Date), the Company carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)). In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Internal Control over Financial Reporting
(a) The report entitled “Management’s Report on Internal Control Over Financial Reporting” on page 36 of the Annual Stockholder’s Report for the year ended October 26, 2008, is incorporated herein by reference.
(b) The report entitled “Report of Independent Registered Public Accounting Firm” on page 37 of the Annual Stockholder’s Report for the year ended October 26, 2008, is incorporated herein by reference.
(c) During the fourth quarter of fiscal year 2008, there has been no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
None.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information under “Item 1 - Election of Directors” on pages 2 through 4, information under “Board Independence” on page 5, and information under “Board of Director and Committee Meetings” on page 6 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 27, 2009, is incorporated herein by reference.
Information concerning Executive Officers is set forth in Item 1(f) of Part I pursuant to Instruction 3, Paragraph (b) of Item 401 of Regulation S-K.
Information under “Section 16(a) Beneficial Ownership Reporting Compliance,” on page 30 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 27, 2009, is incorporated herein by reference.
The Company has adopted a Code of Ethical Business Conduct in compliance with applicable rules of the Securities and Exchange Commission that applies to its principal executive officer, its principal financial officer, and its principal accounting officer or controller, or persons performing similar functions. A copy of the Code of Ethical Business Conduct is available on the Company’s Web site at www.hormelfoods.com, free of charge, under the caption, “Investors – Corporate Governance.” The Company intends to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this Code of Ethical Business Conduct by posting such information on the Company’s Web site at the address and location specified above.
12
Item 11. EXECUTIVE COMPENSATION
Information commencing with “Executive Compensation” on page 13 through “Potential Payments Upon Termination at Fiscal 2008 Year End” on pages 29 and 30, and information under “Compensation of Directors” on pages 8 through 10 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 27, 2009, is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information under “Equity Compensation Plan Information” on pages 35 and 36, and information under “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Management” on pages 11 through 13 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 27, 2009, is incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information under “Related Party Transactions” on page 30 and “Board Independence” on page 5 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 27, 2009, is incorporated herein by reference.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Information under “Independent Registered Public Accounting Firm Fees” through “Audit Committee Preapproval Policies and Procedures” on pages 10 and 11 of the Company’s definitive proxy statement for the Annual Meeting of Stockholders to be held January 27, 2009, is incorporated herein by reference.
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The response to Item 15 is submitted as a separate section of this report.
13
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/ JEFFREY M. ETTINGER |
| December 23, 2008 |
|
| JEFFREY M. ETTINGER, Chairman of the |
| Date | |
|
| Board, President and Chief Executive Officer |
|
| |
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 dates indicated.
Name |
| Date |
| Title |
|
|
|
|
|
/s/ JEFFREY M. ETTINGER |
| 12/23/08 |
| Chairman of the Board, President, Chief |
JEFFREY M. ETTINGER |
|
|
| Executive Officer, and Director |
|
|
|
| (Principal Executive Officer) |
|
|
|
|
|
/s/ JODY H. FERAGEN |
| 12/23/08 |
| Senior Vice President, Chief Financial |
JODY H. FERAGEN |
|
|
| Officer, and Director |
|
|
|
| (Principal Financial Officer) |
|
|
|
|
|
/s/ JAMES N. SHEEHAN |
| 12/23/08 |
| Vice President and Controller |
JAMES N. SHEEHAN |
|
|
| (Principal Accounting Officer) |
|
|
|
|
|
/s/ GARY J. RAY* |
| 12/23/08 |
| President Protein Business Units |
GARY J. RAY |
|
|
| and Director |
|
|
|
|
|
/s/ TERRELL K. CREWS* |
| 12/23/08 |
| Director |
TERRELL K. CREWS |
|
|
|
|
|
|
|
|
|
/s/ LUELLA G. GOLDBERG* |
| 12/23/08 |
| Director |
LUELLA G. GOLDBERG |
|
|
|
|
|
|
|
|
|
/s/ SUSAN I. MARVIN* |
| 12/23/08 |
| Director |
SUSAN I. MARVIN |
|
|
|
|
|
|
|
|
|
/s/ JOHN L. MORRISON* |
| 12/23/08 |
| Director |
JOHN L. MORRISON |
|
|
|
|
|
|
|
|
|
/s/ ELSA A. MURANO* |
| 12/23/08 |
| Director |
ELSA A. MURANO |
|
|
|
|
|
|
|
|
|
/s/ ROBERT C. NAKASONE* |
| 12/23/08 |
| Director |
ROBERT C. NAKASONE |
|
|
|
|
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/s/ RONALD D. PEARSON* |
| 12/23/08 |
| Director |
RONALD D. PEARSON |
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/s/ DAKOTA A. PIPPINS* |
| 12/23/08 |
| Director |
DAKOTA A. PIPPINS |
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/s/ DR. HUGH C. SMITH* |
| 12/23/08 |
| Director |
DR. HUGH C. SMITH |
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/s/ JOHN G. TURNER* |
| 12/23/08 |
| Director |
JOHN G. TURNER |
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*By: /s/ JAMES N. SHEEHAN |
| 12/23/08 |
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JAMES N. SHEEHAN, |
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as Attorney-In-Fact |
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14
F-1
ANNUAL REPORT ON FORM 10-K
ITEM 15
LIST OF FINANCIAL STATEMENTS
FINANCIAL STATEMENT SCHEDULE
LIST OF EXHIBITS
YEAR ENDED OCTOBER 26, 2008
HORMEL FOODS CORPORATION
Austin, Minnesota
15
F-2
Item 15
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
HORMEL FOODS CORPORATION
FINANCIAL STATEMENTS
The following consolidated financial statements of Hormel Foods Corporation included in the Annual Stockholders’ Report for the year ended October 26, 2008, are incorporated herein by reference in Item 8 of Part II of this report:
Consolidated Statements of Financial Position—October 26, 2008, and October 28, 2007.
Consolidated Statements of Operations—Years Ended October 26, 2008, October 28, 2007, and October 29, 2006.
Consolidated Statements of Changes in Shareholders’ Investment—Years Ended October 26, 2008, October 28, 2007, and October 29, 2006.
Consolidated Statements of Cash Flows—Years Ended October 26, 2008, October 28, 2007, and October 29, 2006.
Notes to Financial Statements—October 26, 2008.
Report of Independent Registered Public Accounting Firm
FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statement schedule of Hormel Foods Corporation required pursuant to Item 15(c) is submitted herewith:
Schedule II - Valuation and Qualifying Accounts and Reserves...F-3
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.
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.
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F-3
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
HORMEL FOODS CORPORATION
(In Thousands)
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Valuation reserve deduction from assets account: |
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Fiscal year ended |
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October 26, 2008 |
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Allowance for |
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doubtful accounts |
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| $ | 768 | (2) |
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receivable |
| $ | 3,180 |
| $ | 473 |
| $ | 117 | (1) | (142) | (3) | $ | 3,144 |
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Fiscal year ended |
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October 28, 2007 |
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Allowance for |
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doubtful accounts |
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| $ | 979 | (2) |
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receivable |
| $ | 3,922 |
| $ | (257 | ) | $ | 187 | (4) | (307) | (3) | $ | 3,180 |
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Fiscal year ended |
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October 29, 2006 |
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Allowance for |
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doubtful accounts |
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| $ | 937 | (2) |
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receivable |
| $ | 5,518 |
| $ | (1,716 | ) | $ | 71 | (5) | (986) | (3) | $ | 3,922 |
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Note (1) – Increase in the reserve due to the inclusion of Boca Grande accounts receivable.
Note (2) – Uncollectible accounts written off.
Note (3) – Recoveries on accounts previously written off.
Note (4) – Increase in the reserve due to the inclusion of Burke and Provena accounts receivable.
Note (5) – Increase in the reserve due to the inclusion of Valley Fresh accounts receivable.
17
LIST OF EXHIBITS
HORMEL FOODS CORPORATION
NUMBER | DESCRIPTION OF DOCUMENT | |
3.1(1) |
| Certificate of Incorporation as amended to date. (Incorporated by reference to Exhibit 3A-1 to Hormel’s Annual Report on Form 10-K/A for the fiscal year ended October 28, 2000, File No. 001-02402.) |
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3.2(1) |
| Bylaws as amended to date. (Incorporated by reference to Exhibit 3.2 to Hormel’s Annual Report on Form 10-K for the fiscal year ended October 30, 2005, File No. 001-02402.) |
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4.1(1) |
| Indenture dated as of June 1, 2001, between Hormel and U.S. Bank Trust National Association, as Trustee relating to certain outstanding debt securities. (Incorporated by reference to Exhibit 4.1 to Hormel’s Registration Statement on Form S-4 dated, August 28, 2001, File No. 333-68498.) |
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4.2(1) |
| Supplemental Indenture No. 1 dated as of June 4, 2001, to Indenture dated as of June 1, 2001, between Hormel and U.S. Bank Trust National Association, as Trustee, relating to certain outstanding debt securities. (Incorporated by reference to Exhibit 4.2 to Hormel’s Registration Statement on Form S-4 dated August 28, 2001, File No. 333-68498.) |
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4.3(1) |
| Letter of Representations dated June 5, 2001, among Hormel, U.S. Bank Trust National Association, as Trustee, and The Depository Trust Company relating to certain outstanding debt securities of Hormel. (Incorporated by reference to Exhibit 4.3 to Hormel’s Registration Statement on Form S-4 dated August 28, 2001, File No. 333-68498.) |
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4.4(1) |
| Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of instruments defining the rights of holders of certain long-term debt are not filed. Hormel agrees to furnish copies thereof to the Securities and Exchange Commission upon request. |
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10.1(1)(3) |
| Hormel Foods Corporation Operators’ Shares Incentive Compensation Plan. (Incorporated by reference to Appendix A to Hormel’s definitive Proxy Statement filed on December 19, 2007, File No. 001-02402.) |
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10.2(1)(3) |
| Hormel Foods Corporation Supplemental Executive Retirement Plan (2005 Restatement). (Incorporated by reference to Exhibit 10.1 to Hormel’s Current Report on Form 8-K dated September 18, 2006, File No. 001-02402.) |
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10.3(1)(3) |
| Hormel Foods Corporation 2000 Stock Incentive Plan (Amended 1-31-2006). (Incorporated by reference to Exhibit 10.1 to Hormel’s Current Report on Form 8-K dated January 31, 2006, File No. 001-02402.) |
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10.4(1)(3) |
| Hormel Foods Corporation Executive Deferred Income Plan II (2008 Restatement (2nd)). (Incorporated by reference to Exhibit 10.1 to Hormel’s Current Report on Form 8-K dated July 28, 2008, File No. 001-02402.) |
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10.5(1)(3) |
| Form of Indemnification Agreement for Directors and Officers. (Incorporated by reference to Exhibit 10.8 to Hormel’s Annual Report on Form 10-K for the fiscal year ended October 26, 2002, File No. 001-02402.) |
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10.6(2)(3) |
| Hormel Foods Corporation Nonemployee Director Deferred Stock Plan (Plan Adopted October 4, 1999; Amended and Restated Effective January 1, 2008). |
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10.7(1)(3) |
| Hormel Foods Corporation 2005 Long-Term Incentive Plan. (Incorporated by reference to Exhibit 10.1 to Hormel’s Current Report on Form 8-K dated January 25, 2005, File No. 001-02402.) |
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10.8(1)(3) |
| Hormel Survivor Income Plan for Executives (1993 Restatement). (Incorporated by reference to Exhibit 10.11 to Hormel’s Annual Report on Form 10-K for the fiscal year ended October 29, 2006, File No. 001-02402.) |
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11.1(1) |
| Statement re: computation of per share earnings. (Included in Exhibit 13.1 filed with this Annual Report on Form 10-K for the fiscal year ended October 26, 2008.) |
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13.1(2) |
| Pages 17 through 58 of the Annual Stockholders’ Report for the fiscal year ended October 26, 2008. |
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21.1(2) |
| Subsidiaries of the Registrant. |
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23.1(2) |
| Consent of Independent Registered Public Accounting Firm. |
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24.1(2) |
| Power of Attorney. |
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31.1(2) |
| Certification Required Under Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2(2) |
| Certification Required Under Section 302 of the Sarbanes-Oxley Act of 2002. |
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32.1(2) |
| Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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99.1(1) |
| U.S. $200,000,000 Credit Agreement, dated as of June 1, 2005, between Hormel, the banks identified on the signature pages thereof, and Citicorp U.S.A. Inc., as Administrative Agent. (Incorporated by reference to Exhibit 99 to Hormel’s Current Report on Form 8-K dated June 1, 2005, File No. 001-02402.) |
| (1) | Document has previously been filed with the Securities and Exchange Commission and is incorporated herein by reference. |
| (2) | These exhibits transmitted via EDGAR. |
| (3) | Management contract or compensatory plan or arrangement. |
18