UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-KANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OFTHE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended OCTOBER 27, 2001 Commission File No. 1-2402
Securities registered pursuant to Section 12 (g) of the Act:
NONE(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K.( )
The aggregate market value of the voting stock held by non-affiliates of the Corporation at December 3, 2001, was $1,902,278,000 based on the closing price of $25.77 per share. As of December 3, 2001, the number of shares outstanding of each of the Corporation's classes of common stock was as follows:
Common Stock, $.0586 Par Value - 138,713,598 sharesCommon Stock Non-Voting, $.01 Par Value - 0 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Stockholders' Report for the year ended October 27, 2001, 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 29, 2002, are incorporated by reference into Part III, Items 10-13.
ANNUAL REPORT ON FORM 10-KHORMEL FOODS CORPORATIONOCTOBER 27, 2001
PART I
Item 1. BUSINESS
(a) General Development of Business
Hormel Foods Corporation, a Delaware corporation, was founded by George A. Hormel in 1891 in Austin, Minnesota as George A. Hormel & Company. The Company started as a processor of meat and food products and continues in this line of business. The Company name was changed to Hormel Foods Corporation on January 31, 1995. The Company is primarily engaged in the production of a variety of meat and food products and the marketing of those products throughout the United States. Although pork remains the major raw material for Hormel products, the Company has emphasized for several years the manufacture and distribution of branded, consumer packaged items rather than the commodity fresh meat business. In recent years, the Company's emphasis on branded products has led to the introduction and growth of the ethnic product lines, such as Chi-Chi's and Herdez (Mexican), House of Tsang (Asian), Marrakesh Express and Peloponnese (Mediterranean), and Carapelli Olive Oil (Italian).
The 2001 second quarter acquisitions of The Turkey Store Company and Diamond Crystal Brands Nutritional Products (Diamond Crystal) are expected to play an important role in the continued growth of Hormel Foods Corporation.
The Turkey Store Company, formerly based in Barron, Wisconsin, has proven thus far to be a good strategic addition to Jennie-O Foods, Inc., Hormel's largest subsidiary. The newly created Jennie-O Turkey Store (JOTS) subsidiary markets turkey products nationwide through its own sales force and independent brokers, making the Company one of the largest turkey processors in the U.S. market.
Hormel Foods Corporation also expanded its nutritionally enhanced food product line with the purchase of Diamond Crystal, formerly headquartered in Savannah, Georgia. This acquisition has greatly strengthened the Company's presence in this area and has helped make Hormel Foods Corporation one of the largest companies in this 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 has also increased its global presence by obtaining minority positions in food companies in Spain (Campofrio Alimentacion S.A., 21% 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
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reported in Note I 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 27, 2001, 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:
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 October 28, 2000, to the current year. 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 frozen processed products and other items that do not require refrigeration. The Poultry category is composed primarily of Jennie-O Turkey Store 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.
No new product in 2001 required a material investment of Company assets.
Products are sold under the Hormel label in all 50 states. Hormel products are sold by approximately 550 Company sales personnel operating in assigned territories coordinated from district sales offices located in most of the larger United States cities and by approximately 425 brokers and distributors. Distribution of products to customers is by common carrier.
Products with the Jennie-O or The Turkey Store label are also sold in all 50 states. These products are sold by approximately 50 sales personnel and 225 brokers and distributors located throughout the country. The distribution of products to customers is by common carrier.
Hormel Foods International Corporation (HFIC) markets the Company's products in various locations throughout the world. Some of the larger markets include Australia, Canada, Central America, China, England, Japan, Mexico, and Micronesia. The distribution of export sales to customers is by common
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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 for the past several years has 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 the short-term, in costs for live hogs that are either higher or lower than the spot cash market depending on the relationship of the cash spot market to contract prices. Contract costs are fully reflected in the Company's reported financial results. In fiscal 2001 the company purchased 72% of its hogs under long-term supply contracts.
Jennie-O Turkey Store raises much 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. Jennie-O Turkey Store's turkey-raising farms are located throughout Minnesota and Wisconsin.
Manufacturing
The Company has plants in Austin, Minnesota; Fremont, Nebraska; Rochelle, Illinois; 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; Ft. Dodge, Iowa; Fremont, Nebraska; Houston, Texas; Knoxville, Iowa; Oklahoma City, Oklahoma; 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.,
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based in St. Charles, Illinois, operates distribution centers for the Company in Dayton, Ohio and Osceola, Iowa.
Turkey slaughter and processing operations are located in Barron, Wisconsin; Faribault, Minnesota; Golden Valley, 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 3 foreign and 39 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, KID'S KITCHEN, LAYOUT, LITTLE SIZZLERS, MARRAKESH EXPRESS, MARY KITCHEN, MED PASS, OLD SMOKEHOUSE, PATAK'S, PELOPONNESE, PILLOW PACK, QUICK MEAL, RANGE BRAND, ROSA GRANDE, SANDWICH MAKER, SPAM, STAGG, THICK & EASY, THE TURKEY STORE and WRANGLERS.
Customers and Backlog Orders
During fiscal year 2001, 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: 37 percent of Grocery Products, 33 percent of Refrigerated Foods, 28 percent of Jennie-O Turkey Store, and 24 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 of meat and food products in the United States and internationally is 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 2001 were Tyson Foods, Smithfield Foods and ConAgra Foods; for its Grocery Products segment, ConAgra Foods, Dial Corp. and Campbell Soup Co.; and for Jennie-O Turkey Store, 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.
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 2001, 2000 and 1999, respectively, were $11,478,000, $9,592,000 and $9,566,000. There are 37 professional employees engaged in full time research, 17 in the area of improving existing products and 20 in developing new products.
Employees
As of October 27, 2001, the Company had over 15,600 active employees.
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(d) Executive Officers of the Registrant
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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.
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Item 2. PROPERTIES
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*Acres
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Most 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 Jennie-O Turkey Store 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 2001 fiscal year.
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 2001 and 2000, respectively, are shown below:
All figures reflect two-for-one stock split approved by shareholders January 25, 2000.
Additional information about dividends, principal market of trade and number of stockholders on page 41 of the Annual Stockholders' Report for the year ended October 27, 2001, 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 eleven years ended October 27, 2001, on pages 18 and 19 of the Annual Stockholders' Report for the year ended October 27, 2001, 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 20 through 26 of the Annual Stockholders' Report for the year ended October 27, 2001, is incorporated herein by reference.
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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 27, 2001, 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 27, 2001, are incorporated herein by reference.
Item 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
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 29, 2002, 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 27, 2001, under "Executive Compensation" on pages 10 through 15 and "Compensation of Directors" on page 6 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 29, 2002, is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Ownership of securities of the Company by certain beneficial owners and management for the year ended October 27, 2001, as set forth on pages 8 and 9 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 29, 2002, 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 27, 2001, as set forth on page 17 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 29, 2002, is incorporated herein by reference.
PART IV
Item 14. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
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Form 8-K was filed on October 8, 2001, announcing the promotion of several senior executives within the Company. Included in the promotions was the advancement of Michael J. McCoy from Senior Vice President and Chief Financial Officer to Executive Vice President and Chief Financial Officer.
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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
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.
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ANNUAL REPORT ON FORM 10-K
ITEM 14 (a) (1), (2), AND (3) AND ITEM 14 (c) AND (d)
LIST OF FINANCIAL STATEMENTSAND FINANCIAL STATEMENT SCHEDULE
FINANCIAL STATEMENT SCHEDULE
LIST OF EXHIBITS
YEAR ENDED OCTOBER 27, 2001
Austin, Minnesota
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Item 14(a) (1), (2) and (3) and Item 14 (c) and (d)
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
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 27, 2001, are incorporated herein by reference in Item 8 of Part II of this report:
Consolidated Statements of Financial Position—October 27, 2001 and October 28, 2000.
Consolidated Statements of Operations—Years Ended October 27, 2001, October 28, 2000 and October 30, 1999.
Consolidated Statements of Changes in Shareholders' Investment—Years Ended October 27, 2001, October 28, 2000, and October 30, 1999.
Consolidated Statements of Cash Flows—Years Ended October 27, 2001, October 28, 2000 and October 30, 1999.
Notes to Financial Statements—October 27, 2001.
Report of Independent Auditors
FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statement schedule of Hormel Foods Corporation required pursuant to Item 14(d) is submitted herewith:
Schedule II—Valuation and Qualifying Accounts and Reserves...F-3
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted.
FINANCIAL STATEMENTS AND SCHEDULES OMITTED
Condensed parent company financial statements of the registrant are omitted pursuant to Rule 5-04(c) of Article 5 of Regulation S-X.
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SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES HORMEL FINANCIAL SERVICES CORPORATION (Dollars in Thousands)
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.
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LIST OF EXHIBITS HORMEL FOODS CORPORATION
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