ANNUAL REPORT ON FORM 10-K
HORMEL FOODS CORPORATION
OCTOBER 26, 2002
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended OCTOBER 26, 2002 Commission File No. 1-2402
HORMEL FOODS CORPORATION (Exact name of registrant as specified in its charter) |
|
DELAWARE (State or other Jurisdiction of Incorporation or organization) |
41-0319970 (I.R.S. Employer Identification No.) |
1 HORMEL PLACE AUSTIN, MINNESOTA (Address of principal executive offices) |
55912-3680 (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 Title of Each Class |
NEW YORK STOCK EXCHANGE 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. (X)
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes X No
The aggregate market value of the voting stock held by non-affiliates of the registrant as of April 26, 2002 (the last business day of the registrant's most recently completed second fiscal quarter), was $1,845,340,119, based on the closing price of $24.99 per share on that date.
As of December 2, 2002, the number of shares outstanding of each of the Corporation's classes of common stock was as follows:
Common
Stock, $.0586 Par Value - 138,424,274 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, 2002, 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 28, 2003, are incorporated by reference into Part III, Items 10-13.
1
(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 and turkey remain the major raw materials 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. In recent years, the Company's emphasis on branded products has led to the introduction and growth of ethnic product lines, such as Chi-Chi's and Herdez (Mexican), House of Tsang (Asian), Marrakesh Express and Peloponnese (Mediterranean), Carapelli Olive Oil (Italian), and Patak's (Indian).
Fiscal 2002 was the first full year of operations for the Company's Jennie-O Turkey Store (JOTS) turkey business. The JOTS operation was created as a result of merging the Company's existing Jennie-O Foods, Inc. and The Turkey Store Company, which was acquired in the second quarter of fiscal 2001. The Turkey Store Company was a turkey processing business headquartered in Barron, Wisconsin. The merged JOTS operation is currently the largest turkey processor in the world. JOTS markets its turkey products through its own sales force and independent brokers.
The Company strengthened its presence in the nutritionally enhanced food products market with the second quarter fiscal 2001 acquisition of Diamond Crystal Brands Nutritional Products, formerly headquartered in Savannah, Georgia. The Company currently operates as one of the largest companies in the U.S. nutritionally enhanced food products market.
During the fourth quarter of fiscal year 2001, the Company exited the food processing equipment business by selling its wholly owned subsidiary, Algona Fabrication and Equipment Co. (AFECO) in Algona, Iowa.
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 China, Spain, and the Philippines. HFIC also has a global presence with minority positions in food companies in Spain (Campofrio Alimentacion S.A., 15% holding) and the Philippines (Purefoods-Hormel, 40% 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. Financial resources and anticipated funds from operations are considered adequate to meet normal operating cash requirements.
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) Industry Segment
The Company's business is reported in four segments: Refrigerated Foods, Grocery Products, Jennie-O Turkey Store, and All Other. The contributions of each segment to 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
2
Discussion and Analysis of the Annual Stockholder's Report for the year ended October 26, 2002, incorporated herein by reference.
(c) Description of Business
Products and Distribution
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 of the Company are as follows:
|
Year Ended |
||||||
---|---|---|---|---|---|---|---|
|
October 26, 2002 |
October 27, 2001 |
October 28, 2000 |
||||
Perishable meat | 53.0 | % | 54.7 | % | 51.9 | % | |
Nonperishable meat | 19.8 | 21.0 | 27.2 | ||||
Poultry | 22.6 | 20.3 | 17.5 | ||||
Other | 4.6 | 4.0 | 3.4 | ||||
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. To more precisely reflect the sales of each category, some reclassification of products has occurred from the October 28, 2000, percentages presented above. This reclassification caused a shift in revenues from the Nonperishable meat to the Perishable meat category. 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. Nonperishable meat includes canned luncheon meats, shelf stable microwaveable entrees, stews, chilies, hash, meat spreads and other items that do not require refrigeration as well as frozen processed products. The Poultry category is composed primarily of JOTS products. The Other category primarily consists of nutritionally enhanced food products, food packaging (casings for dry sausage), industrial gelatin products, and food manufacturing equipment. The food manufacturing equipment business was sold in fiscal 2001. The Poultry and Other categories have increased over the past two years primarily because of The Turkey Store and Diamond Crystal Brands Nutritional Products acquisitions in the second quarter of fiscal 2001.
No new product in fiscal 2002 required a material investment of Company assets.
Domestically, the Company sells its products in all 50 states. Hormel products are sold through Company sales personnel, operating in assigned territories coordinated from district sales offices located in most of the larger U.S. cities, as well as independent brokers and distributors. As of October 26, 2002, the Company had approximately 600 sales personnel engaged in selling its products. Distribution of products to customers is 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
3
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 licensee being Tulip International of Denmark.
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 hog 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.
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, Illinois, Iowa, Nebraska, Colorado and South Dakota. The cost of 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 hog production 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 hogs on the open market and can severely diminish the utilization of slaughter facilities and increase 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 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. In fiscal 2002, the Company purchased 75 percent of its hogs under long-term supply contracts.
In fiscal 2002, JOTS raised approximately 53 percent of the turkeys 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 turkeys are subject to fluctuations in grain prices, particularly corn. In the fourth quarter of fiscal 2002, the Company began hedging its corn needs by purchasing corn futures contracts. The corn futures contracts offset the fluctuation in the Company's future direct corn purchases.
Manufacturing
The Company has plants in Austin, Minnesota; Fremont, Nebraska; Beijing, China; and Rochelle, Illinois (Rochelle converted to a 100 percent further processing facility effective January 6, 2003) that slaughter livestock for processing. Quality Pork Processors of Dallas, Texas, operates the slaughter facility at Austin under a custom slaughter arrangement.
4
Facilities that produce manufactured items are located in Algona, Iowa; Aurora, Illinois; Austin, Minnesota; Beloit, Wisconsin; Ft. Dodge, Iowa; Fremont, Nebraska; Houston, Texas; Knoxville, Iowa; Osceola, Iowa; Quakertown, Pennsylvania; Rochelle, Illinois; Stockton, California; Tucker, Georgia; Wichita, Kansas; Beijing, China; and Shanghai, China. Several companies perform custom manufacturing for Hormel, including Owatonna Canning Company, Owatonna, Minnesota; Lakeside Packing Company, Manitowoc, Wisconsin; Criders, Stilmore, Georgia; Tony Downs, St. James, Minnesota; and Pierre Foods of Claremont, North Carolina. Power Logistics, Inc., based in St. Charles, Illinois, operates distribution centers for the Company in Dayton, Ohio, and Osceola, Iowa.
The Company's turkey slaughter and processing operations are located in Barron, Wisconsin; Faribault, Minnesota; Marshall, Minnesota; Melrose, Minnesota; Montevideo, Minnesota; Pelican Rapids, Minnesota; and Willmar, Minnesota.
Patents and Trademarks
There are numerous patents and trademarks that are important to the Company's business. The Company holds five foreign and 40 U.S. issued patents. 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 most of the Company's trademarks and patents. Some of the more significant owned or licensed trademarks used in the Company's segments are:
HORMEL, ALWAYS TENDER, AMERICAN CLASSICS, AUSTIN BLUES, BLACK LABEL, CARAPELLI, CHI-CHI'S, CURE 81, CUREMASTER, DAN'S PRIZE, DI LUSSO, DINTY MOORE, DUBUQUE, EL TORITO, FAST 'N EASY, HERB-OX, HERDEZ, HOMELAND, HOUSE OF TSANG, JENNIE-O TURKEY STORE, 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.
Customers and Backlog Orders
During fiscal year 2002, no customer accounted for more than 10 percent of total Company sales. The five largest customers in each segment make up approximately the following percentage of segment sales: 38 percent of Grocery Products, 39 percent of Refrigerated Foods, 33 percent of JOTS and 23 percent of All Other. 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.
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 2002 were Tyson Foods, Smithfield Foods and ConAgra Foods; for its Grocery Products segment, ConAgra Foods, Dial Corp. and Campbell Soup Co.; and for JOTS, ConAgra Foods and Cargill, Inc.
5
All Hormel 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 2002, 2001 and 2000, respectively, were $12,097,000, $11,478,000 and $9,592,000. There are 40 professional employees engaged in full time research, 18 in the area of improving existing products and 22 in developing new products.
Employees
As of October 26, 2002, the Company had over 15,500 active employees.
(d) Executive Officers of the Registrant
Name |
Age |
Current Office and Previous Five Years Experience |
Dates |
Year First Elected Officer |
||||
---|---|---|---|---|---|---|---|---|
Joel W. Johnson | 59 | Chairman of the Board, President and Chief Executive Officer |
12/08/95 to Present | 1991 | ||||
Michael J. McCoy |
55 |
Executive Vice President and Chief Financial Officer |
10/29/01 to Present |
1996 |
||||
Senior Vice President and Chief Financial Officer | 05/01/00 to 10/28/01 | |||||||
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 | |||||||
Gary J. Ray |
56 |
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 |
56 |
Group Vice President Prepared Foods |
12/02/96 to Present |
1987 |
||||
Steven G. Binder |
45 |
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 | |||||||
Richard A. Bross |
51 |
Group Vice President Hormel/President Hormel Foods International Corporation |
10/29/01 to Present |
1995 |
||||
Vice President Hormel/President Hormel Foods International Corporation |
11/01/99 to 10/28/01 | |||||||
Vice President Grocery Products | 01/30/95 to 10/31/99 |
6
Jeffrey M. Ettinger |
44 |
Group Vice President Hormel/President and Chief Operating Officer Jennie-O Turkey Store |
10/29/01 to Present |
1998 |
||||
Vice President Hormel/President and Chief Operating Officer Jennie-O Turkey Store |
04/30/01 to 10/28/01 | |||||||
Vice President Hormel/President and Chief Executive Officer Jennie-O Foods |
01/31/00 to 04/29/01 | |||||||
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 | |||||||
Ronald W. Fielding |
49 |
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 | |||||||
James A. Jorgenson |
58 |
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 |
63 |
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 | |||||||
Thomas R. Day |
44 |
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 |
59 |
Vice President Research and Development |
01/26/87 to Present |
1987 |
||||
Jody H. Feragen |
46 |
Vice President and Treasurer |
10/29/01 to Present |
2000 |
||||
Treasurer | 10/30/00 to 10/28/01 | |||||||
Assistant Treasurer, National Computer Systems in Eden Prairie, Minnesota, a data collection and software company |
12/01/95 to 10/30/00 | |||||||
Dennis B. Goettsch |
49 |
Vice President Foodservice Marketing |
10/30/00 to Present |
2000 |
||||
Director Foodservice Marketing | 10/01/90 to 10/29/00 | |||||||
Daniel A. Hartzog |
51 |
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 | |||||||
Kurt F. Mueller |
46 |
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 | |||||||
Gary C. Paxton |
57 |
Vice President Prepared Foods Operations |
11/01/99 to Present |
1992 |
||||
Vice President Manufacturing | 01/27/92 to 10/31/99 |
7
Larry J. Pfeil |
53 |
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 |
48 |
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 |
47 |
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 | |||||||
William F. Snyder |
45 |
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 | |||||||
Joe C. Swedberg |
47 |
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 |
39 |
Vice President Grocery Products Marketing |
11/01/99 to Present |
1999 |
||||
Director Grocery Products Marketing | 09/30/96 to 10/31/99 | |||||||
James W. Cavanaugh |
53 |
Corporate Secretary and Senior Attorney |
01/29/01 to Present |
2001 |
||||
Assistant Secretary and Senior Attorney | 01/29/90 to 01/28/01 |
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.
8
Location |
Approximate Floor Space (Square Feet) Unless Noted |
Owned or Leased |
Lease Expiration Date |
||||||
---|---|---|---|---|---|---|---|---|---|
Hormel Foods Corporation | |||||||||
Slaughtering and Processing Plants |
|||||||||
Austin, Minnesota |
|||||||||
Slaughter | 217,000 | Owned | |||||||
Processing | 1,075,000 | Owned | |||||||
Fremont, Nebraska | 655,000 | Owned | |||||||
Processing Plants |
|||||||||
Algona, Iowa | 153,000 | Owned | |||||||
Aurora, Illinois | 141,000 | Owned | |||||||
Beloit, Wisconsin | 339,000 | Owned | |||||||
Ft. Dodge, Iowa | 17,000 | Owned | |||||||
Houston, Texas | 93,000 | Owned | |||||||
Knoxville, Iowa | 130,000 | Owned | |||||||
Osceola, Iowa | 334,000 | Owned | |||||||
Quakertown, Pennsylvania | 13,000 | Owned | |||||||
Rochelle, Illinois | 440,000 | Owned | |||||||
Stockton, California | 139,000 | Owned | |||||||
Tucker, Georgia | 259,000 | Owned | |||||||
Wichita, Kansas | 80,000 | Owned | |||||||
Warehouse/Distribution Centers |
|||||||||
Austin, Minnesota-Annex |
83,000 |
Owned |
|||||||
Dayton, Ohio | 140,000 | Owned | |||||||
Eldridge, Iowa | 280,000 | Leased | October, 2005 | ||||||
Osceola, Iowa | 233,000 | Owned | |||||||
Stockton, California | 232,000 | Leased | July, 2004 | ||||||
Tucker, Georgia | 96,000 | Leased | October, 2004 | ||||||
Research and Development Center |
|||||||||
Austin, Minnesota |
59,000 |
Owned |
|||||||
Corporate Offices |
|||||||||
Austin, Minnesota |
203,000 |
Owned |
|||||||
Dan's Prize, Inc. |
|||||||||
Browerville, Minnesota-Plant |
52,000 |
Owned |
|||||||
Long Prairie, Minnesota-Plant | 80,000 | Owned | |||||||
Jennie-O Turkey Store, Inc. |
|||||||||
Plants |
|||||||||
Barron, Wisconsin |
372,000 |
Owned |
|||||||
Faribault, Minnesota | 169,000 | Owned | |||||||
Marshall, Minnesota | 142,000 | Owned | |||||||
Melrose, Minnesota | 124,000 | Owned |
9
Montevideo, Minnesota | 85,000 | Owned | |||||||
Pelican Rapids, Minnesota | 223,000 | Owned | |||||||
Willmar, Minnesota-Airport Plant | 334,000 | Owned | |||||||
Willmar, Minnesota-Benson Ave. | 79,000 | Owned | |||||||
Feed Mills |
|||||||||
Atwater, Minnesota |
19,000 |
Owned |
|||||||
Barron, Wisconsin | 26,000 | Owned | |||||||
Dawson, Minnesota | 37,000 | Owned | |||||||
Faribault, Minnesota | 21,000 | Owned | |||||||
Henning, Minnesota | 5,000 | Owned | |||||||
Northfield, Minnesota | 17,000 | Owned | |||||||
Perham, Minnesota | 26,000 | Owned | |||||||
Swanville, Minnesota | 29,000 | Owned | |||||||
Other |
|||||||||
Barron, Wisconsin-Hatchery |
37,000 |
Owned |
|||||||
Detroit Lakes, Minnesota-Hatchery | 24,000 | Owned | |||||||
Henning, Minnesota-Hatchery | 22,000 | Owned | |||||||
Melrose, Minnesota-Warehouse | 10,000 | Owned | |||||||
Turkey Farms | *14,600 | Owned | |||||||
Willmar, Minnesota-Gorton Ave. Warehouse |
6,000 | Owned | |||||||
Willmar, Minnesota-Pacific Ave. Warehouse |
19,000 | Owned | |||||||
Vista International Packaging, Inc. |
|||||||||
Kenosha, Wisconsin-Plant |
61,000 |
Owned |
|||||||
Kenosha, Wisconsin-Warehouse | 80,000 | Leased | April, 2004 | ||||||
Mountain Prairie, LLC |
|||||||||
Las Animas, Colorado-Hog Confinement Buildings |
707,000 |
66.7% Owned |
|||||||
Beijing Hormel Foods Co. Ltd. |
|||||||||
Beijing, China-Plant |
68,000 |
76.4% Owned |
|||||||
Shanghai Hormel Foods Co. Ltd. |
|||||||||
Shanghai, China-Plant |
38,000 |
77.2% Owned |
*Acres
Many of these properties are not exclusive to any one of the Company's segments and a few of the properties are utilized in all four segments of the Company. The Company has renovation or building projects in progress at Austin, Minnesota; Fremont, Nebraska; Rochelle, Illinois; Osceola, Iowa; and at various JOTS 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 2002 fiscal year.
10
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 2002 and 2001, respectively, are shown below:
2002 |
High |
Low |
Dividend |
||||||
---|---|---|---|---|---|---|---|---|---|
Fourth Quarter | $ | 24.95 | $ | 20.95 | $ | .0975 | |||
Third Quarter | 24.99 | 20.50 | .0975 | ||||||
Second Quarter | 28.03 | 24.99 | .0975 | ||||||
First Quarter | 27.14 | 23.12 | .0975 |
2001 |
High |
Low |
Dividend |
||||||
---|---|---|---|---|---|---|---|---|---|
Fourth Quarter | $ | 26.39 | $ | 21.73 | $ | .0925 | |||
Third Quarter | 25.25 | 19.52 | .0925 | ||||||
Second Quarter | 21.50 | 18.51 | .0925 | ||||||
First Quarter | 19.13 | 16.75 | .0925 |
Additional information about dividends, principal market of trade and number of stockholders on page 41 of the Annual Stockholders' Report for the year ended October 26, 2002, 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 five years ended October 26, 2002, on page 18 of the Annual Stockholders' Report for the year ended October 26, 2002, 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 19 through 26 of the Annual Stockholders' Report for the year ended October 26, 2002, 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 27 of the Annual Stockholders' Report for the year ended October 26, 2002, is incorporated herein by reference.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated Financial Statements, including unaudited quarterly data, on pages 28 through 39 and the Report of Independent Auditors on page 39 of the Annual Stockholders' Report for the year ended October 26, 2002, are incorporated herein by reference.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
12
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information under "Election of Directors", contained on pages 4 and 5 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 28, 2003, is incorporated herein by reference.
Information concerning Executive Officers is set forth in Item 1(d) of Part I pursuant to Instruction 3, Paragraph (b) of Item 401 of Regulation S-K.
Item 11. EXECUTIVE COMPENSATION
Information for the year ended October 26, 2002, under "Executive Compensation" on pages 12 through 18 and "Compensation of Directors" on page 6 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 28, 2003, is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Ownership of securities of the Company by certain beneficial owners and management for the year ended October 26, 2002, as set forth on pages 10 and 11 and information under "Equity Compensation Plan Information" on page 18 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 28, 2003, is incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information under "Other Information Relating to Directors, Nominees, and Executive Officers" for the year ended October 26, 2002, as set forth on page 20 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 28, 2003, is incorporated herein by reference.
Item 14. CONTROLS AND PROCEDURES
Within 90 days prior to the filing date of this Annual Report on Form 10-K, the Company performed an evaluation under the supervision and with the participation of the Company's management, including its Chairman, President and Chief Executive Officer ("CEO") and Executive Vice President and Chief Financial Officer ("CFO"), of its "disclosure controls and procedures" (as defined in Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)). The Company's disclosure controls and procedures are designed to ensure that the Company, including its consolidated subsidiaries, is able to record, process, summarize and report financial data within the time periods specified in Securities and Exchange Commission rules and forms. As a result of this evaluation, the Company's CEO and CFO have concluded that the Company's disclosure controls and procedures were effective for their intended purposes.
There were no significant changes in the Company's internal controls or in other factors that could significantly affect internal controls subsequent to the date of their most recent evaluation.
13
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
Form 8-K was filed on July 29, 2002, announcing the election of Susan Marvin, President of Marvin Windows and Doors, to the Company's Board of Directors.
Form 8-K was filed on August 2, 2002, reporting that the Company filed with the Securities and Exchange Commission ("SEC") original sworn statements of the Company's Chief Executive Officer and Chief Financial Officer as required by the SEC's Order 4-460 issued on June 27, 2002.
Form 8-K was filed on October 9, 2002, announcing that the Company's Board of Directors has authorized the repurchase of up to 10 million shares of its common stock.
14
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 | January 22, 2003 | |
Joel W. Johnson, Chairman of the Board, | Date | |
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. Each person whose signature to this report on Form 10-K appears below hereby constitutes and appoints each of Michael J. McCoy, Jody H. Feragen and Mark P. Kalvoda as his or her true and lawful attorney-in-fact and agent, with full power of substitution, to sign on his or her behalf individually and in the capacity stated below and to perform any acts necessary to be done in order to file the Annual Report on Form 10-K and all amendments to this report on Form 10-K, and any and all instruments or documents filed as part of or in connection with this report on Form 10-K or the amendments hereto, and each of the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent, or his substitutes, shall do or cause to be done by virtue hereof.
/s/ Joel W. Johnson Joel W. Johnson |
1/22/03 Date |
Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer) |
|
/s/ Michael J. McCoy Michael J. McCoy |
1/22/03 Date |
Executive Vice President, Chief Financial Officer and Director (Principal Financial and Accounting Officer) |
|
/s/ Gary J. Ray* Gary J. Ray |
1/22/03 Date |
Executive Vice President Refrigerated Foods and Director |
|
/s/ Eric A. Brown* Eric A. Brown |
1/22/03 Date |
Group Vice President Prepared Foods and Director |
|
/s/ John W. Allen* John W. Allen |
1/22/03 Date |
Director |
|
15
/s/ John R. Block* John R. Block |
1/22/03 Date |
Director |
|
/s/ William S. Davila* William S. Davila |
1/22/03 Date |
Director |
|
/s/ E. Peter Gillette Jr.* E. Peter Gillette Jr. |
1/22/03 Date |
Director |
|
/s/ Luella G. Goldberg* Luella G. Goldberg |
1/22/03 Date |
Director |
|
/s/ Susan I. Marvin* Susan I. Marvin |
1/22/03 Date |
Director |
|
/s/ Dakota A. Pippins* Dakota A. Pippins |
1/22/03 Date |
Director |
|
/s/ John G. Turner* John G. Turner |
1/22/03 Date |
Director |
|
/s/ Dr. Robert R. Waller* Dr. Robert R. Waller |
1/22/03 Date |
Director |
|
* /s/ Michael J. McCoy Michael J. McCoy, as Attorney-In-Fact |
1/22/03 Date |
16
Certification Required Under Section 302 of the Sarbanes-Oxley Act of 2002
I, Joel W. Johnson, Chairman, President and Chief Executive Officer of Hormel Foods Corporation, certify that:
Dated: | January 22, 2003 |
Signed: | /s/ Joel W. Johnson Joel W. Johnson Chairman, President and Chief Executive Officer |
17
Certification Required Under Section 302 of the Sarbanes-Oxley Act of 2002
I, Michael J. McCoy, Executive Vice President and Chief Financial Officer of Hormel Foods Corporation, certify that:
Dated: | January 22, 2003 |
Signed: | /s/ Michael J. McCoy Michael J. McCoy Executive Vice President and Chief Financial Officer |
18
F-1
ANNUAL REPORT ON FORM 10-K
ITEM 15 (a) (1), (2), AND (3) AND ITEM 15 (c) AND (d)
LIST OF FINANCIAL STATEMENTS
FINANCIAL STATEMENT SCHEDULE
LIST OF EXHIBITS
YEAR ENDED OCTOBER 26, 2002
HORMEL FOODS CORPORATION
Austin, Minnesota
19
F-2
Item 15(a) (1), (2) and (3) and Item 15 (c) and (d)
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 Registrant to its stockholders for the year ended October 26, 2002, are incorporated herein by reference in Item 8 of Part II of this report:
Consolidated Statements of Financial PositionOctober 26, 2002, and October 27, 2001.
Consolidated Statements of OperationsYears Ended October 26, 2002, October 27, 2001 and October 28, 2000.
Consolidated Statements of Changes in Shareholders' InvestmentYears Ended October 26, 2002, October 27, 2001, and October 28, 2000.
Consolidated Statements of Cash FlowsYears Ended October 26, 2002, October 27, 2001, and October 28, 2000.
Notes to Financial StatementsOctober 26, 2002.
Report of Independent Auditors
FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statement schedule of Hormel Foods Corporation required pursuant to Item 15(d) is submitted herewith:
Schedule IIValuation 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.
20
F-3
SCHEDULE IIVALUATION 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 26, 2002 |
||||||||||||||||
Allowance for doubtful accounts receivable | $ | 1,393 | $ | 1,638 | $ | 0 | $ $ |
1,674 (36 |
(1) ) (2) |
$ | 1,393 | |||||
Fiscal year ended October 27, 2001 |
||||||||||||||||
Allowance for doubtful accounts receivable | $ | 1,273 | $ | 1,041 | $ | 120 | (3) | $ $ |
1,112 (71 |
(1) ) (2) |
$ | 1,393 | ||||
Fiscal year ended October 28, 2000 |
||||||||||||||||
Allowance for doubtful accounts receivable | $ | 1,273 | $ | 1,809 | $ | -0- | $ $ |
1,994 (185 |
(1) ) (2) |
$ | 1,273 |
Note (1) - Uncollectible accounts written off.
Note (2) - Recoveries on accounts previously written off.
Note (3) - Increase in the reserve due to the inclusion of The Turkey Store Company accounts receivable.
21
LIST OF EXHIBITS
HORMEL FOODS CORPORATION
Number |
Description of Document |
|
---|---|---|
2.1 | * | Agreement and Plan of Merger and Plan of Reorganization dated January 22, 2001, by and among Hormel, Badger Acquisition Corporation, Jerome Foods, Inc. and Jerome K. Jerome. (Incorporated by reference to Hormel's Current Report on Form 8-K dated March 9, 2001, File No. 001-02402.) |
3.1 |
* |
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.) |
3.2 |
* |
Bylaws as amended to date. (Incorporated by reference to Exhibit 3.2 to Hormel's Amendment No. 3 to Registration Statement on Form S-4, dated November 29, 2001, File No. 333-68498.) |
4.1 |
* |
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.) |
4.2 |
* |
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.) |
4.3 |
* |
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.) |
4.4 |
* |
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. |
10.1 |
* |
U.S. $150,000,000 Credit Agreement, dated as of October 25, 2001, between Hormel, the banks identified on the signature pages thereof, and Citicorp U.S.A. Inc., as Administrative Agent. (Incorporated by Reference to Exhibit 10.1 to Hormel's Current Report on Form 8-K dated November 6, 2001.) |
10.2 |
* |
Hormel Foods Corporation Operators' Shares Incentive Compensation Plan. (Incorporated by Reference to Appendix A to Hormel's definitive Proxy Statement filed on December 30, 1997, File No. 001-02402.) |
10.3 |
** |
Hormel Foods Corporation Supplemental Executive Retirement Plan (2002 Restatement.) |
10.4 |
* |
Hormel Foods Corporation 2000 Stock Incentive Plan. (Incorporated by Reference to Exhibit A to Hormel's definitive Proxy Statement filed on December 30, 1999, File No. 001-02402.) |
10.5 |
* |
Hormel Foods Corporation Long-Term Incentive Plan. (Incorporated by Reference to Appendix B to Hormel's definitive Proxy Statement filed on December 30, 1997, File No. 001-02402.) |
10.6 |
** |
Hormel Foods Corporation Supplemental Retirement Benefits Plan for the Benefit of Joel W. Johnson (1999 Restatement.) |
10.7 |
** |
Hormel Foods Corporation Executive Deferred Income Plan II (2002 Restatement.) |
10.8 |
** |
Form of Indemnification Agreement for Directors and Officers. |
22
11.1 |
* |
Statement re computation of per share earnings. (Incorporated by reference to Consolidated Statements of Operations and Note A of the Notes to Consolidated Financial Statements set forth in Exhibit 13.1 to the Annual Report to Stockholders for fiscal year ended October 26, 2002, dated October 26, 2002, File No. 001-02402.) |
13.1 |
** |
Pages 18 through 41 of the Annual Report to Stockholders for fiscal year ended October 26, 2002. |
21.1 |
** |
Subsidiaries of the Registrant. |
23.1 |
** |
Consent of Independent Auditors. |
24.1 |
** |
Power of Attorney. |
99.1 |
** |
Cautionary Statement Regarding Forward-Looking Statements and Risk Factors. |
99.2 |
** |
Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
99.3 |
** |
Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
23