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HORMEL FOODS CORPORATION TABLE OF CONTENTS

ANNUAL REPORT ON FORM 10-K

HORMEL FOODS CORPORATION

OCTOBER 25, 2003

LOGO




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 25, 2003          Commission File No. 1-2402


HORMEL FOODS CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE   41-0319970
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

1 HORMEL PLACE AUSTIN, MINNESOTA

 

55912-3680
(Address of principal executive offices)   (Zip Code)

Registrant's telephone number, including area code (507) 437-5611

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

COMMON STOCK, PAR VALUE $.0586 PER SHARE
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 ý    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 amendments to this Form 10-K. o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes ý    No o

The aggregate market value of the voting stock held by non-affiliates of the registrant as of April 26, 2003 (the last business day of the registrant's most recently completed second fiscal quarter), was $1,592,020,962 based on the closing price of $21.74 per share on that date.

As of December 1, 2003, the number of shares outstanding of each of the Corporation's classes of common stock was as follows:

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Stockholders' Report for the year ended October 25, 2003, are incorporated by reference into Part I and Part II Items 5-8, and included as exhibit 13.1 filed herewith.

Portions of the Proxy Statement for the Annual Meeting of the Stockholders to be held January 27, 2004, are incorporated by reference into Part III, Items 10-14.



1



HORMEL FOODS CORPORATION

TABLE OF CONTENTS

 
   
PART I    
 
Item 1.

 

BUSINESS
 
Item 2.

 

PROPERTIES
 
Item 3.

 

LEGAL PROCEEDINGS
 
Item 4.

 

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

PART II

 

 
 
Item 5.

 

MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
 
Item 6.

 

SELECTED FINANCIAL DATA
 
Item 7.

 

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
Item 7A.

 

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Item 8.

 

FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
 
Item 9.

 

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
Item 9A.

 

CONTROLS AND PROCEDURES

PART III

 

 
 
Item 10.

 

DIRECTORS AND EXECUTIVE OFFICERS OF THE AGREEMENT
 
Item 11.

 

EXECUTIVE COMPENSATION
 
Item 12.

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
Item 13.

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
Item 14.

 

PRINCIPAL ACCOUNTING FEES AND SERVICES

PART IV

 

 
 
Item 15.

 

EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

SIGNATURES

2



PART I

Item 1.    BUSINESS

Available Information

The Company makes available, free of charge on its website at www.hormel.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 "Investor" caption of the Company's website and are available as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission, which is within 24 hours.

The Company has adopted a Code of Ethical Business Conduct that covers its officers and directors, which is available on the Company's website, free of charge, under the caption "Corporate." The Company also adopted Corporate Governance Guidelines, which are available on the Company's website, free of charge, under the caption "Investor."

(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.

The Company's branding strategy led to the development of a joint venture between Hormel Foods Corporation and Excel Corporation, a wholly owned subsidiary of Cargill Incorporated. This joint venture began marketing and selling nationally branded fresh case ready beef and pork under the existing HORMEL ALWAYS TENDER brand name in fiscal year 2003. This 50 percent owned joint venture, named Precept Foods LLC, is based in Austin, Minn.

In fiscal 2001, the Jennie-O Turkey Store (JOTS) business was formed as a result of merging the Company's existing Jennie-O Foods, Inc. business with the operations of 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 acquisitions of Diamond Crystal Brands Nutritional Products in fiscal 2001 and the Century Foods International business in July of fiscal 2003 strengthened the Company's presence in the nutritional food products and supplements market. The Company currently operates as one of the largest companies providing nutritional products to the U.S. healthcare industry.

The Company acquired the Diamond Crystal Brands business from Imperial Sugar Co. in December of fiscal 2003. Diamond Crystal Brands packages and sells various sugar, sugar substitute, salt and pepper products, savory products, drink mixes and dessert mixes to retail and foodservice customers.

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).

3



The Company has not been involved in any bankruptcy, receivership or similar proceedings during its history. Substantially all of the assets of the Company have been acquired in the ordinary course of business.

The Company had no significant change in the type of products produced or services rendered, nor in the markets or methods of distribution since the beginning of the fiscal year.

(b)   Industry Segment

The Company's business is reported in five segments: Grocery Products, Refrigerated Foods, Jennie-O Turkey Store, Specialty Foods, 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 Discussion and Analysis of the Annual Stockholder's Report for the year ended October 25, 2003, 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
 
 
  October 25, 2003
  October 26, 2002
  October 27, 2001
 
Perishable meat   50.3 % 53.0 % 54.7 %
Nonperishable meat   18.9   19.8   21.0  
Poultry   22.1   22.6   20.3  
Other   8.7   4.6   4.0  
   
 
 
 
    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.) 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 nutritional food products and supplements, sugar and sugar substitutes, salt and pepper products, dessert mixes, food packaging (casings for dry sausage), and industrial gelatin products. The Other category has increased over the past two years primarily due to the following acquisitions: Century Foods International (July 2003), Diamond Crystal Brands (December 2002), and Diamond Crystal Brands Nutritional Products (April 2001).

No new product in fiscal 2003 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 25, 2003, the Company had approximately 600 sales personnel engaged in selling its products. Distribution of products to customers is by common carrier.

4



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 Corp. 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 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 Company's 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 2003, the Company purchased 79 percent of its hogs under long-term supply contracts.

In fiscal 2003, JOTS raised approximately 57 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 primarily subject to fluctuations in feed grain prices and to a lesser extent fuel costs.

Manufacturing

The Company has plants in Austin, Minnesota; Fremont, Nebraska; and Beijing, China that slaughter livestock for processing. Quality Pork Processors of Dallas, Texas, operates the slaughter facility at Austin under a custom slaughter arrangement.

Facilities that produce manufactured items are located in Algona, Iowa; Aurora, Illinois; Austin, Minnesota; Beloit, Wisconsin; Bondurant, Iowa; Ft. Dodge, Iowa; Fremont, Nebraska; Houston, Texas; Knoxville, Iowa; Mitchellville, Iowa; Osceola, Iowa; Perrysburg, Ohio; Quakertown, Pennsylvania; Rochelle, Illinois; Savannah, Georgia; Sparta, Wisconsin; Stockton, California; Tucker, Georgia; Visalia, California; Wichita, Kansas; Beijing, China; and Shanghai, China. Company products are also custom manufactured by several other companies. The following are the Company's larger custom manufacturers: Lakeside Packing Company, Manitowoc, Wisconsin; Schroeder Milk, Maplewood, Minnesota; Steuben Foods, Jamaica, New York; Power Packaging, St. Charles, Illinois; Criders, Stilmore, Georgia; Tony Downs, St. James, Minnesota; and Concept Foods, Alma, Kansas. Power

5



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; 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 seven foreign and 47 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, DIAMOND CRYSTAL, 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, SWEET THING, THICK & EASY and WRANGLERS.

Customers and Backlog Orders

During fiscal year 2003, 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: 39 percent of Grocery Products, 39 percent of Refrigerated Foods, 35 percent of JOTS, 51 percent of Specialty Foods, and 27 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 2003 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.

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.

6


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 2003, 2002 and 2001, respectively, were $13,165,000, $12,097,000 and $11,478,000. There are 42 professional employees engaged in full time research, 19 in the area of improving existing products and 23 in developing new products.

Employees

As of October 25, 2003, the Company had over 16,000 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

 

60

 

Chairman of the Board, President and Chief
    Executive Officer

 

12/08/95 to Present

 

1991

Michael J. McCoy

 

56

 

Executive Vice President and Chief
    Financial Officer
Senior Vice President and Chief Financial
    Officer
Vice President and Controller
Vice President and Treasurer

 

10/29/01 to Present

05/01/00 to 10/28/01

04/27/98 to 04/30/00
01/27/97 to 04/26/98

 

1996

Gary J. Ray

 

57

 

Executive Vice President Refrigerated Foods
Executive Vice President Operations

 

11/01/99 to Present
07/27/92 to 10/31/99

 

1988

Eric A. Brown

 

57

 

Group Vice President Prepared Foods

 

12/02/96 to Present

 

1987

Steven G. Binder

 

46

 

Group Vice President Foodservice
Vice President Foodservice
Director Foodservice Sales

 

10/30/00 to Present
11/02/98 to 10/29/00
12/30/96 to 11/01/98

 

1998

Richard A. Bross

 

52

 

Group Vice President Hormel/President
    Hormel Foods International Corporation
Vice President Hormel/President Hormel
    Foods International Corporation
Vice President Grocery Products

 

10/29/01 to Present

11/01/99 to 10/28/01

01/30/95 to 10/31/99

 

1995

Jeffrey M. Ettinger

 

45

 

Group Vice President Hormel/President and
    Chief Executive Officer Jennie-O Turkey
    Store
Group Vice President Hormel/President and
    Chief Operating Officer Jennie-O Turkey
    Store
Vice President Hormel/President and
    Chief Operating Officer Jennie-O Turkey
    Store
Vice President Hormel/President and Chief
    Executive Officer Jennie-O Foods
Vice President Hormel/Jennie-O Foods
Treasurer
Assistant Treasurer

 

03/03/03 to Present


10/29/01 to 03/02/03


04/30/01 to 10/28/01


01/31/00 to 04/29/01

11/01/99 to 01/30/00
04/27/98 to 10/31/99
11/24/97 to 04/26/98

 

1998

7



Ronald W. Fielding

 

50

 

Group Vice President Sales Strategy
Group Vice President Meat Products
Vice President Hormel/President Hormel
    Foods International Corporation

 

06/02/03 to Present
11/01/99 to 06/01/03
01/27/97 to 10/31/99

 

1997

James A. Jorgenson

 

59

 

Senior Vice President Corporate Staff
Vice President Human Resources

 

11/01/99 to Present
12/30/91 to 10/31/99

 

1990

Mahlon C. Schneider

 

64

 

Senior Vice President External Affairs and
    General Counsel
Vice President and General Counsel

 

11/01/99 to Present

11/19/90 to 10/31/99

 

1990

Thomas R. Day

 

45

 

Vice President Foodservice Sales
Director Foodservice Sales
Director Dubuque Foods Incorporated
    Foodservice Sales and Marketing

 

10/30/00 to Present
11/02/98 to 10/29/00
03/07/94 to 11/01/98

 

2000

Forrest D. Dryden

 

60

 

Vice President Research and Development

 

01/26/87 to Present

 

1987

Jody H. Feragen

 

47

 

Vice President and Treasurer
Treasurer
Assistant Treasurer, National Computer
    Systems in Eden Prairie, Minnesota, a
    data collection and software company

 

10/29/01 to Present 10/30/00 to 10/28/01
12/01/95 to 10/30/00

 

2000

Dennis B. Goettsch

 

50

 

Vice President Foodservice Marketing
Director Foodservice Marketing

 

10/30/00 to Present
10/01/90 to 10/29/00

 

2000

Daniel A. Hartzog

 

52

 

Vice President Meat Products Sales
Director of Meat Products Business
    Development
Meat Products Regional Sales Manager

 

10/30/00 to Present
07/03/00 to 10/29/00

09/19/88 to 07/02/00

 

2000

Kurt F. Mueller

 

47

 

Vice President Fresh Pork Sales and
    Marketing
Director Fresh Pork Sales and Marketing

 

11/01/99 to Present

02/03/97 to 10/31/99

 

1999

Gary C. Paxton

 

58

 

Vice President Specialty Foods Group
Vice President Prepared Foods Operations
Vice President Manufacturing

 

09/29/03 to Present
11/01/99 to 09/30/03
01/27/92 to 10/31/99

 

1992

Larry J. Pfeil

 

54

 

Vice President Engineering
Director of Engineering
Corporate Manager Engineering

 

11/01/99 to Present
01/04/99 to 10/31/99
01/13/97 to 01/03/99

 

1999

Douglas R. Reetz

 

49

 

Vice President Grocery Products Sales
Director Grocery Products Sales and
    Business Development

 

11/01/99 to Present
09/15/97 to 10/31/99

 

1999

James N. Sheehan

 

48

 

Vice President and Controller
Treasurer
President Hormel Financial Services
    Corporation
Corporate Manager Credit/Claims Hormel
    Financial Services Corporation

 

05/01/00 to Present
11/01/99 to 04/30/00
09/21/98 to 10/31/99

07/28/97 to 09/20/98

 

1999

8



William F. Snyder

 

46

 

Vice President Refrigerated Foods
    Operations
Director Fresh Pork Operations
Fremont Plant Manager

 

11/01/99 to Present

09/27/99 to 10/31/99
12/25/95 to 09/26/99

 

1999

James M. Splinter

 

41

 

Vice President Marketing—Consumer
    Products—Refrigerated Foods
Senior Vice President Retail Division
    Jennie-O Turkey Store
Senior Vice President Sales and Marketing
    Jennie-O Turkey Store
Group Product Manager Grocery Products
Senior Product Manager Grocery Products

 

06/02/03 to Present

04/30/01 to 06/01/03

09/06/99 to 04/29/01

04/27/98 to 09/05/99
09/30/96 to 04/26/98

 

2003

Joe C. Swedberg

 

48

 

Vice President Legislative Affairs and
    Marketing Services
Vice President Meat Products Marketing
Director Meat Products Marketing

 

06/02/03 to Present

11/01/99 to 06/01/03
01/04/93 to 10/31/99

 

1999

Larry L. Vorpahl

 

40

 

Vice President and General Manager
    Grocery Products
Vice President Grocery Products Marketing
Director Grocery Products Marketing

 

12/01/03 to Present

11/01/99 to 11/30/03
09/30/96 to 10/31/99

 

1999

James W. Cavanaugh

 

54

 

Corporate Secretary and Senior Attorney
Assistant Secretary and Senior Attorney

 

01/29/01 to Present
01/29/90 to 01/28/01

 

2001

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.

9



Item 2.    PROPERTIES

Location

  Approximate
Floor Space
(Square Feet)
Unless Noted

  Owned or
Leased

  Lease
Expiration
Date

Hormel Foods Corporation            
 
Slaughtering and Processing Plants

 

 

 

 

 

 
   
Austin, Minnesota

 

1,292,000

 

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    
    Sparta, Wisconsin   185,000   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    
    Montevideo, Minnesota   85,000   Owned    
    Pelican Rapids, Minnesota   242,000   Owned    
    Willmar, Minnesota   419,000   Owned    

10


 
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—Warehouses   25,000   Owned    

Vista International Packaging, Inc.

 

 

 

 

 

 
   
Kenosha, Wisconsin—Plant

 

61,000

 

Owned

 

 
    Kenosha, Wisconsin—Warehouse   74,000   Leased   April, 2004

Mountain Prairie, LLC

 

 

 

 

 

 
   
Las Animas, Colorado—Hog Confinement Buildings

 

707,000

 

Owned

 

 

Beijing Hormel Foods Co. Ltd.

 

 

 

 

 

 
   
Beijing, China—Plant

 

68,000

 

76.4% Owned

 

 

Shanghai Hormel Foods Co. Ltd.

 

 

 

 

 

 
   
Shanghai, China—Plant

 

38,000

 

79.4% Owned

 

 

Diamond Crystal Brands, Inc.

 

 

 

 

 

 
   
Bondurant, Iowa—Plant

 

68,000

 

Owned

 

 
    Mitchellville, Iowa—Plants   81,000   Owned    
    Perrysburgh, Ohio   183,000   Owned    
    Savannah, Georgia   353,000   Owned    
    Visalia, California   107,000   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 five segments of the Company. The Company has renovation or building projects in progress at Austin, Minnesota; Fremont, Nebraska; Rochelle, Illinois; Osceola, Iowa; Los Animas, Colorado; 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.


Item 3.    LEGAL PROCEEDINGS

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 2003 fiscal year.

11



PART II

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 2003 and 2002, respectively, are shown below:

2003

  High
  Low
  Dividend
First Quarter   $ 24.30   $ 21.76   $ .1050
Second Quarter     22.60     20.18     .1050
Third Quarter     24.98     22.41     .1050
Fourth Quarter     24.15     21.25     .1050
2002

  High
  Low
  Dividend
First Quarter   $ 27.14   $ 23.12   $ .0975
Second Quarter     28.03     24.99     .0975
Third Quarter     24.99     20.50     .0975
Fourth Quarter     24.95     20.95     .0975

Additional information about dividends, principal market of trade and number of stockholders on page 45 of the Annual Stockholders' Report for the year ended October 25, 2003, 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 25, 2003, on page 16 of the Annual Stockholders' Report for the year ended October 25, 2003, is incorporated herein by reference.


Item 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management's Discussion and Analysis of Financial Condition and Results of Operations on pages 17 through 27 of the Annual Stockholders' Report for the year ended October 25, 2003, 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 pages 27 and 28 of the Annual Stockholders' Report for the year ended October 25, 2003, is incorporated herein by reference.


Item 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consolidated Financial Statements, including unaudited quarterly data, on pages 29 through 43 and the Report of Independent Auditors on page 43 of the Annual Stockholders' Report for the year ended October 25, 2003, are incorporated herein by reference.


Item 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

12




Item 9A.    CONTROLS AND PROCEDURES


(a)
Disclosure Controls and Procedures.    As of the end of the period covered by this report (the "Evaluation Date"), we 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-14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")). Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were adequately designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms.


(b)
Internal Controls.    No change in the Company's internal control over financial reporting identified in connection with such evaluation during the fiscal year ended October 25, 2003, has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.


PART III

Item 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information under "Election of Directors," contained on pages 3 and 4 and under "Committees of the Board of Directors and Meetings," on page 5, and the second sentence of the second paragraph under "Audit Committee Report and Ratification of Appointment of Auditors," contained on page 6 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 27, 2004, 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.

Information under "Section 16(a) Beneficial Ownership Reporting Compliance," on page 17 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 27, 2004, 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 website at, www.hormel.com, free of charge, under the caption, "Corporate."


Item 11.    EXECUTIVE COMPENSATION

Information for the year ended October 25, 2003, commencing with "Summary Compensation Table" on page 12 through page 15 and "Compensation of Directors" on page 5 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 27, 2004, is incorporated herein by reference.


Item 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information for the year ended October 25, 2003, under "Principal Stockholders" and "Security Ownership of Management" on pages 7 through 9 and information under "Equity Compensation Plan Information" on page 15 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 27, 2004, is incorporated herein by reference.

13




Item 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information under "Other Information Relating to Directors, Nominees, and Executive Officers" for the year ended October 25, 2003, as set forth on page 17 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 27, 2004, is incorporated herein by reference.


Item 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES

The information under the "Audit Committee Report and Ratification of Appointment of Auditors—Audit Fees" through "—Audit Committee Preapproval Policies and Procedures" on page 7 of the Company's definitive proxy statement for the Annual Meeting of Stockholders to be held January 27, 2004, is incorporated herein by reference.


PART IV

Item 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)
(1) and (2) The response to this portion of Item 15 is submitted as a separate section of this report.
(3)    List of Exhibits—The response to this portion of Item 15 is submitted as a separate section of this report.

(b)
The following reports on Form 8-K were filed during the fourth quarter:
(c)
The response to this portion of Item 15 is submitted as a separate section of this report.

(d)
The response to this portion of Item 15 is submitted as a separate section of this report.

14



SIGNATURES

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      
JOEL W. JOHNSON
Chairman of the Board,
President and Chief Executive Officer

 

Date: January 23, 2004

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.

Name
  Date
  Title

 

 

 

 

 
/s/  JOEL W. JOHNSON      
JOEL W. JOHNSON
  1/23/04   Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer)

/s/  
MICHAEL J. McCOY      
MICHAEL J. McCOY

 

1/23/04

 

Executive Vice President, Chief Financial Officer And Director (Principal Financial and Accounting Officer)

/s/  
GARY J. RAY*      
GARY J. RAY

 

1/23/04

 

Executive Vice President Refrigerated Foods And Director

/s/  
ERIC A. BROWN*      
ERIC A. BROWN

 

1/23/04

 

Group Vice President Prepared Foods And Director

/s/  
JOHN W. ALLEN*      
JOHN W. ALLEN

 

1/23/04

 

Director

15



/s/  
JOHN R. BLOCK*      
JOHN R. BLOCK

 

1/23/04

 

Director

/s/  
WILLIAM S. DAVILA*      
WILLIAM S. DAVILA

 

1/23/04

 

Director

/s/  
E. PETER GILLETTE JR.*      
E. PETER GILLETTE JR.

 

1/23/04

 

Director

/s/  
LUELLA G. GOLDBERG*      
LUELLA G. GOLDBERG

 

1/23/04

 

Director

/s/  
SUSAN I. MARVIN*      
SUSAN I. MARVIN

 

1/23/04

 

Director

    

JOHN L. MORRISON

 

 

 

Director

/s/  
DAKOTA A. PIPPINS*      
DAKOTA A. PIPPINS

 

1/23/04

 

Director

/s/  
JOHN G. TURNER*      
JOHN G. TURNER

 

1/23/04

 

Director

/s/  
DR. ROBERT R. WALLER*      
DR. ROBERT R. WALLER

 

1/23/04

 

Director

 

 

 

 

 

 

 

*By:

 

/s/  
MICHAEL J. McCOY      
MICHAEL J. McCOY,
as Attorney-In-Fact

 

1/23/04

 

 

16


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 25, 2003

HORMEL FOODS CORPORATION

Austin, Minnesota

17


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 25, 2003, are incorporated herein by reference in Item 8 of Part II of this report:

Consolidated Statements of Financial Position—October 25, 2003, and October 26, 2002.

Consolidated Statements of Operations—Years Ended October 25, 2003, October 26, 2002 and October 27, 2001.

Consolidated Statements of Changes in Shareholders' Investment—Years Ended October 25, 2003, October 26, 2002, and October 27, 2001.

Consolidated Statements of Cash Flows—Years Ended October 25, 2003, October 26, 2002, and October 27, 2001.

Notes to Financial Statements—October 25, 2003.

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 II—Valuation and Qualifying Accounts and Reserves...F-3

All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted.

FINANCIAL STATEMENTS AND SCHEDULES OMITTED

Condensed parent company financial statements of the registrant are omitted pursuant to Rule 5-04(c) of Article 5 of Regulation S-X.

18



SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

HORMEL FINANCIAL SERVICES CORPORATION

(In Thousands)

COLUMN A
  COLUMN B
  COLUMN C
  COLUMN D
  COLUMN E
 
   
  Additions
   
   
Classification
  Balance at
Beginning
of Period

  Charged to
Costs and
Expenses

  Charged to
Other Accounts—
Describe

  Deductions—
Describe

  Balance at
End of
Period

Valuation reserve deduction from assets account:                              

Fiscal year ended October 25, 2003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Allowance for doubtful accounts receivable   $ 1,393   $ 7,474   $ 431 (4) $
6,644
(226
  (1)
)(2)
$ 2,880

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

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.

Note (4)—Increase in the reserve due to the inclusion of Diamond Crystal Brands accounts receivable.

19



LIST OF EXHIBITS

HORMEL FOODS CORPORATION

Number

  Description of Document

2.1

(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

(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

(1)

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

(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

(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.)

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.)

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.

10.1

(1)

U.S. $150,000,000 Credit Agreement, dated as of October 20, 2003, 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 October 23, 2003.)

10.2

(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 30, 1997, File No. 001-02402.)

10.3

(1)(3)

Hormel Foods Corporation Supplemental Executive Retirement Plan (2002 Restatement.) (Incorporated by Reference to Exhibit 10.3 to Hormel's Annual Report on Form 10-K for the fiscal year ended October 26, 2002, file No. 001-02402.)

10.4

(1)(3)

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.)

20



10.5

(1)(3)

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

(1)(3)

Hormel Foods Corporation Supplemental Retirement Benefits Plan for the Benefit of Joel W. Johnson (1999 Restatement.) (Incorporated by Reference to Exhibit 10.6 to Hormel's Annual Report on Form 10-K for the fiscal year ended October 26, 2002, file No. 001-02402.)

10.7

(1)(3)

Hormel Foods Corporation Executive Deferred Income Plan II (2002 Restatement.) (Incorporated by Reference to Exhibit 10.7 to Hormel's Annual Report on Form 10-K for the fiscal year ended October 26, 2002, file No. 001-02402.)

10.8

(1)

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.)

11.1

(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 25, 2003, dated October 25, 2003, File No. 001-02402.)

13.1

(2)

Pages 16 through 45 of the Annual Report to Stockholders for fiscal year ended October 25, 2003.

21.1

(2)

Subsidiaries of the Registrant.

23.1

(2)

Consent of Independent Auditors.

24.1

(2)

Power of Attorney.

31.1

(2)

Certification Required Under Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

(2)

Certification Required Under Section 302 of the Sarbanes-Oxley Act of 2002.

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.

99.1

(2)

Cautionary Statement Regarding Forward-Looking Statements and Risk Factors.

(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 compensatory plan

21