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Hormel Foods 10-K 2006

ANNUAL REPORT ON FORM 10-K

HORMEL FOODS CORPORATION

OCTOBER 30, 2005

GRAPHIC




 

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 30, 2005      Commission File No. 1-2402


HORMEL FOODS CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE

 

41-0319970

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification No.)

1 HORMEL PLACE AUSTIN, MINNESOTA

 

55912-3680

(Address of principal executive offices)

 

(Zip Code)

 

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

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

COMMON STOCK, PAR VALUE $.0586 PER SHARE

 

NEW YORK STOCK EXCHANGE

Title of each class

 

Name of each exchange
on which registered

 

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

NONE

(Title of Class)


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x  No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o  No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes x  No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): 

Large accelerated filer x  Accelerated filer o  Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No x

The aggregate worldwide market value of the voting and non-voting common stock held by non-affiliates of the registrant as of April 29, 2005, (the last business day of the registrant’s most recently completed second fiscal quarter), was $2,275,574,402 based on the closing price of $31.14 per share on that date.

As of December 30, 2005, the number of shares outstanding of each of the registrant’s classes of common stock was as follows:

Common Stock, $.0586 Par Value—137,803,610 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 30, 2005, are incorporated by reference into Part I Items 1 and 1A, and Part II Items 5-8 and 9A, and included as Exhibit 13.1 filed herewith.

Portions of the Proxy Statement for the Annual Meeting of the Stockholders to be held January 31, 2006, are incorporated by reference into Part III, Items 10-14.

1




HORMEL FOODS CORPORATION

TABLE OF CONTENTS

PART I

 

Item 1.

BUSINESS

3

 

Item 1A.

RISK FACTORS

11

 

Item 1B.

UNRESOLVED STAFF COMMENTS

11

 

Item 2.

PROPERTIES

12

 

Item 3.

LEGAL PROCEEDINGS

14

 

Item 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

14

PART II

 

Item 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

15

 

Item 6.

SELECTED FINANCIAL DATA

15

 

Item 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

15

 

Item 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

16

 

Item 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

16

 

Item 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

16

 

Item 9A.

CONTROLS AND PROCEDURES

16

 

Item 9B.

OTHER INFORMATION

16

PART III

 

Item 10.

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

17

 

Item 11.

EXECUTIVE COMPENSATION

17

 

Item 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

17

 

Item 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

17

 

Item 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

17

PART IV

 

Item 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

17

SIGNATURES

 

2




PART I

Item 1.                        BUSINESS

(a)   General Development of Business

Hormel Foods Corporation, a Delaware corporation (the Company), was founded by George A. Hormel in 1891 in Austin, Minnesota, as George A. Hormel & Company. The Company started as a processor of meat and food products and continues in this line of business. The Company name was changed to Hormel Foods Corporation on January 31, 1995. The Company is primarily engaged in the production of a variety of meat and food products and the marketing of those products throughout the United States. 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 Cargill Meat Solutions Corporation (formerly Excel Corporation), a wholly owned subsidiary of Cargill Incorporated. This joint venture began marketing and selling nationally branded fresh case ready beef and pork primarily under the existing Hormel Always Tender brand name in fiscal year 2003. This 51 percent owned joint venture, named Precept Foods, LLC, is based in Austin, Minn.

In fiscal 2001, the Jennie-O Turkey Store, Inc. (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 April of 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 acquired the Diamond Crystal Brands, Inc. 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.

During the third quarter of fiscal 2004, the Company completed the sale of Vista International Packaging, Inc., its food packaging subsidiary in Kenosha, Wisconsin.

The Company acquired the assets of Concept Foods Inc. (Concept) in October of fiscal 2004. Concept was renamed Alma Foods, LLC upon acquisition, and manufactures a wide variety of refrigerated entrées.

In December of fiscal 2005, the Company acquired all of the stock of Clougherty Packing Company (Clougherty). Clougherty was a privately held Southern California pork processor and is the maker of the Farmer John brand of pork products popular throughout the Southwestern United States. Clougherty was reorganized into Clougherty Packing, LLC (Farmer John) after the acquisition.

In January of fiscal 2005, the Company acquired Arriba Foods, Inc. (a/k/a Mexican Accent). Based in New Berlin, Wisconsin, Mexican Accent manufactures and distributes a wide variety of premium Mexican flour tortillas, corn tortillas, salsas, seasonings, and tortilla chips for retail markets and the foodservice industry. These products are marketed under the Manny’s, Gringo Pete’s, and Mexican Accent brands.

In March of fiscal 2005, the Company acquired privately held Mark-Lynn Foods Inc. (Mark-Lynn) of Bremen, Georgia. Mark-Lynn manufactures and distributes a wide array of food products including salt and pepper packets, ketchup, mustard, sauces and salad dressings, creamers, sugar packets, jellies, desserts, and drink mixes.

3




In April of fiscal 2005, the Company completed the acquisition of Lloyd’s Barbecue Company (Lloyd’s). Lloyd’s has manufacturing operations in St. Paul, Minnesota, and offers a full range of barbeque products including original shredded pork, chicken and beef tubs, honey hickory shredded pork and chicken, barbeque pork spareribs, beef backribs, and pork babyback ribs, all under the Lloyd’s brand name.

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, Australia, and the Philippines. HFIC also has a global presence with minority positions in food companies in Mexico (Hormel Alimentos, 50% holding) and the Philippines (Purefoods-Hormel, 40% holding).

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

The Company had no significant change in the type of products produced or services rendered, or in the markets or methods of distribution since the beginning of the 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. 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 30, 2005, 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 30, 2005

 

October 30, 2004

 

October 25, 2003

 

Perishable meat

 

 

54.0

%

 

 

50.7

%

 

 

50.3

%

 

Shelf-stable

 

 

16.3

 

 

 

16.9

 

 

 

18.9

 

 

Poultry

 

 

20.1

 

 

 

22.0

 

 

 

22.1

 

 

Other

 

 

9.6

 

 

 

10.4

 

 

 

8.7

 

 

 

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

Reporting of revenues from external customers is based on similarity of products, as the same or similar products are sold across multiple distribution channels such as retail, foodservice, or international. Revenues reported are based on financial information used to produce the Company’s general-purpose financial statements.

Perishable meat includes fresh meats, sausages, hams, wieners, and bacon (excluding JOTS products.) The Perishable meat category increased in fiscal 2005 mainly due to the acquisition of Farmer John in December 2004. Shelf-stable includes canned luncheon meats, shelf-stable microwaveable entrees, stews, chilies, hash, meat spreads, flour and corn tortillas, salsas, tortilla chips, and other items that do not require refrigeration, 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

4




and sugar substitutes, creamers, salt and pepper products, sauces and salad dressings, dessert and drink mixes, and industrial gelatin products.

In fiscal 2005, the Company introduced deli luncheon meats with no preservatives for retail and foodservice customers using True Taste Technology high pressure processing. This initiative is proceeding on target with Company expectations. No other new product in fiscal 2005 required a material investment of the 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 sales offices located in most of the larger U.S. cities, as well as independent brokers and distributors. During fiscal 2004, dedicated sales teams were also developed to serve major retail customers and coordinate sales of both Grocery Products and Refrigerated Foods products. As of October 30, 2005, the Company had approximately 610 sales personnel engaged in selling its products. Distribution of products to customers is primarily by common carrier.

Through HFIC, the Company markets its products in various locations throughout the world. Some of the larger markets include Australia, Canada, China, England, Japan, Mexico, and Micronesia. The distribution of export sales to customers is by common carrier, while the China operations own and operate their own delivery system. The Company, through HFIC, has licensed companies to manufacture various Hormel products internationally on a royalty basis, with the primary licensees being Tulip International of Denmark and CJ 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 the live pork industry has recently evolved to large, vertically integrated, 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.

The majority of the hogs harvested by the Company are purchased under supply contracts from producers located principally in Minnesota, Illinois, Iowa, Nebraska, South Dakota, Texas, Oklahoma, Colorado, California, and Utah. The cost of hogs and the utilization of the Company’s facilities are affected by both the level and the methods of pork production in the United States. The movement toward year-round confinement operations which operate under supply agreements with processors has resulted in fewer hogs being available on the spot cash market, which decreases the supply of hogs on the open market. The Company, along with others in the industry, uses supply contracts to manage the effects of this trend and to ensure a stable supply of raw materials. Contract costs are fully reflected in the Company’s reported financial results. In fiscal 2005, the Company purchased 69 percent of its hogs under supply contracts. The Farmer John operation also procures a portion of its hogs through farms which the Company either owns or operates in Arizona, California, and Wyoming.

In fiscal 2005, JOTS raised approximately 55 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. To manage this risk, the Company periodically hedges its anticipated purchases of grain using futures contracts.

5




Manufacturing

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

Facilities that produce manufactured items are located in Albert Lea, Minnesota; Algona, Iowa; Alma, Kansas; Aurora, Illinois; Austin, Minnesota; Beloit, Wisconsin; Bondurant, Iowa; Bremen, Georgia; Browerville, Minnesota; Ft. Dodge, Iowa; Fremont, Nebraska; Houston, Texas; Knoxville, Iowa; Long Prairie, Minnesota; Mitchellville, Iowa; New Berlin, Wisconsin; Osceola, Iowa; Perrysburg, Ohio; Quakertown, Pennsylvania; Rochelle, Illinois; Savannah, Georgia; Sparta, Wisconsin; St. Paul, Minnesota; Stockton, California; Tucker, Georgia; Vernon, California; Visalia, California; Wichita, Kansas; Beijing, China; and Shanghai, China. Albert Lea Select Foods, Inc. of Dallas, Texas, operates the processing facility at Albert Lea under a custom manufacturing agreement. Company products are also custom manufactured by several other companies. The following are the Company’s larger custom manufacturers: Lakeside Packing Company, Manitowoc, Wisconsin; Schroeder Milk, Maplewood, Minnesota; Steuben Foods, Jamaica, New York; Power Packaging, St. Charles, Illinois; Criders, Stilmore, Georgia; and Tony Downs, St. James, Minnesota. Power Logistics, Inc., based in St. Charles, Illinois, operates distribution centers for the Company in Dayton, Ohio, and Osceola, Iowa.

The Company’s turkey harvest and processing operations are located in Barron, Wisconsin; Faribault, Minnesota; Melrose, Minnesota; Montevideo, Minnesota; Pelican Rapids, Minnesota; and Willmar, Minnesota.

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, BREAD READY, CAFÉ H, CALIFORNIA NATURAL, CARAPELLI, CHI-CHI’S, CURE 81, CUREMASTER, DAN’S PRIZE, DI LUSSO, DINTY MOORE, DODGER DOGS, DUBUQUE, EL TORITO, FARMER JOHN, GRINGO PETE’S, FAST ‘N EASY, HERB-OX, HERDEZ, HOMELAND, HOUSE OF TSANG, JENNIE-O TURKEY STORE, KID’S KITCHEN, LAYOUT, LITTLE SIZZLERS, LLOYD’S, MANNY’S, MARRAKESH EXPRESS, MARY KITCHEN, MEXICAN ACCENT, OLD SMOKEHOUSE, PATAK’S, PELOPONNESE, PILLOW PACK, RANGE BRAND, ROSA, SANDWICH MAKER, SPAM, STAGG, SWEET THING, THICK & EASY and WRANGLERS.

The Company’s patents expire after a term that is typically 20 years from the date of filing, with earlier expiration possible based on the Company’s decision to pay required maintenance fees. As long as the Company intends to continue using its trademarks, they are renewed indefinitely.

Customers and Backlog Orders

During fiscal year 2005, 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: 47 percent of Grocery Products, 35 percent of Refrigerated Foods, 32 percent of JOTS, 35 percent of Specialty Foods, and 19 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

6




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 2005 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 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 2005, 2004, and 2003, respectively, were approximately $17,585,000, $15,944,000, and $13,165,000. There are 53 professional employees engaged in full time research, 25 in the area of improving existing products and 28 in developing new products.

Employees

As of October 30, 2005, the Company had approximately 17,600 active employees.

(d)   Geographic Areas

Total revenues attributed to the U.S. and all foreign countries in total for the last three fiscal years of the Company are as follows (in thousands):

 

 

Year Ended

 

 

 

October 30, 2005

 

October 30, 2004

 

October 25, 2003

 

United States

 

 

$

5,189,206

 

 

 

$

4,565,134

 

 

 

$

4,027,520

 

 

Foreign

 

 

224,791

 

 

 

214,741

 

 

 

172,808

 

 

 

 

 

$

5,413,997

 

 

 

$

4,779,875

 

 

 

$

4,200,328

 

 

 

Revenues from external customers are classified as domestic or foreign based on the final customer destination. No individual foreign country is material to the consolidated results. Additionally, the Company’s long-lived assets located in foreign countries are not significant.

(e)   Available Information

The Company makes available, free of charge on its Web site 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 Web site and are available as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission, which is within 24 hours.

7




The Company has adopted a Code of Ethical Business Conduct that covers all employees, officers, and directors, which is available on the Company’s Web site, free of charge, under the caption “Corporate.” The Company also adopted Corporate Governance Guidelines, which are available on the Company’s Web site, free of charge, under the caption “Investor.”

The Company’s Board of Directors conducts its business through meetings of the Board and the following standing committees: Audit, Compensation, Contingency, Governance, Pension Investment, and Executive. Each of the Audit, Compensation, Governance, Pension Investment, and Executive Committees has adopted and operates under a written charter. Charters for the Audit, Compensation, and Governance Committees are available on the Company’s Web site, free of charge, under the caption “Investor—Corporate Governance.”

The documents noted above are also available in print, free of charge, to any stockholder who requests them.

(f)   Executive Officers of the Registrant

Name

 

 

 

Age

 

Current Office And Previous
Five Years Experience

 

Dates

 

Year
First
Elected
Officer

Joel W. Johnson

 

62

 

Chairman of the Board

 

01/01/06 to Present

 

1991

 

 

 

Chairman of the Board and Chief Executive Officer

 

06/28/04 to 12/31/05 (Retired)

 

 

 

 

 

Chairman of the Board, President and Chief Executive Officer

 

12/08/95 to 06/27/04

 

 

Jeffrey M. Ettinger

 

47

 

President and Chief Executive Officer

 

01/01/06 to Present

 

1998

 

 

 

 

President and Chief Operating Officer

 

06/28/04 to 12/31/05

 

 

 

 

 

 

Group Vice President/President and Chief Executive Officer Jennie-O Turkey Store

 

03/03/03 to 06/27/04

 

 

 

 

 

 

Group Vice President/President and Chief Operating Officer Jennie-O Turkey Store

 

10/29/01 to 03/02/03

 

 

 

 

 

 

Vice President/President and Chief Operating Officer Jennie-O Turkey Store

 

04/30/01 to 10/28/01

 

 

 

 

 

 

Vice President/President and Chief Executive Officer Jennie-O Foods

 

01/31/00 to 04/29/01

 

 

Michael J. McCoy

 

58

 

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

 

 

Gary J. Ray

 

59

 

Executive Vice President (Refrigerated Foods)

 

11/01/99 to Present

 

1988

Steven G. Binder

 

48

 

Group Vice President (Foodservice)

 

10/30/00 to Present

 

1998

Richard A. Bross

 

54

 

Group Vice President/President Hormel Foods International Corporation

 

10/29/01 to Present

 

1995

 

 

 

 

Vice President/President Hormel Foods International Corporation

 

11/01/99 to 10/28/01

 

 

8




 

Ronald W. Fielding

 

52

 

Group Vice President (Grocery Products)

 

10/31/05 to Present

 

1997

 

 

 

Group Vice President (Consumer Products Sales)

 

07/26/04 to 10/30/05

 

 

 

 

 

Group Vice President (Sales Strategy)

 

06/02/03 to 07/25/04

 

 

 

 

 

Group Vice President (Meat Products)

 

11/01/99 to 06/01/03

 

 

Michael D. Tolbert

 

49

 

Group Vice President/President Jennie-O Turkey Store

 

10/31/05 to Present

 

2004

 

 

 

 

Vice President/President Jennie-O Turkey Store

 

05/31/04 to 10/30/05

 

 

 

 

 

 

Chief Information Officer

 

01/28/02 to 05/30/04

 

 

 

 

 

 

Director of Business Development (Grocery Products)

 

05/01/00 to 01/27/02

 

 

Larry L. Vorpahl

 

42

 

Group Vice President (Consumer Products Sales)

 

10/31/05 to Present

 

1999

 

 

 

Vice President and General Manager (Grocery Products)

 

12/01/03 to 10/30/05

 

 

 

 

 

Vice President (Grocery Products Marketing)

 

11/01/99 to 11/30/03

 

 

James W. Cavanaugh

 

57

 

Senior Vice President (External Affairs), General Counsel, and Corporate Secretary

 

01/01/05 to Present

 

2001

 

 

 

 

Corporate Secretary and Senior Attorney

 

01/29/01 to 12/31/04

 

 

 

 

 

 

Assistant Secretary and Senior Attorney

 

01/29/90 to 01/28/01

 

 

James A. Jorgenson

 

61

 

Senior Vice President (Corporate Staff)

 

11/01/99 to 12/31/05 (Retired)

 

1990

William F. Snyder

 

48

 

Senior Vice President (Supply Chain)

 

10/31/05 to Present

 

1999

 

 

 

 

Vice President (Refrigerated Foods Operations)

 

11/01/99 to 10/30/05

 

 

D. Scott Aakre

 

41

 

Vice President Marketing (Grocery Products)

 

10/31/05 to Present

 

2005

 

 

 

Director of Marketing (Grocery Products)

 

09/15/03 to 10/30/05

 

 

 

 

 

Group Product Manager (Grocery Products)

 

06/02/03 to 09/14/03

 

 

 

 

 

Group Product Manager (Meat Products)

 

04/27/98 to 06/01/03

 

 

Julie H. Craven

 

50

 

Vice President (Corporate Communications)

 

08/01/05 to Present

 

2005

 

 

 

 

Director (Corporate Communications)

 

05/20/02 to 7/31/05

 

 

 

 

 

 

Director (Public Relations)

 

04/02/01 to 5/19/02

 

 

 

 

 

 

Senior Product Manager (Foodservice)

 

05/04/98 to 04/01/01

 

 

Thomas R. Day

 

47

 

Vice President (Foodservice Sales)

 

10/30/00 to Present

 

2000

9




 

Forrest D. Dryden, Ph.D.

 

62

 

Vice President (Research and Development)

 

01/26/87 to 12/31/05 (Retired)

 

1987

Bryan D. Farnsworth

 

48

 

Vice President (Quality Management)

 

08/01/05 to Present

 

2005

 

 

 

Director (Quality Management)

 

12/02/96 to 07/31/05

 

 

Jody H. Feragen

 

49

 

Vice President (Finance) and Treasurer

 

10/31/05 to Present

 

2000

 

 

 

 

Vice President and Treasurer

 

10/29/01 to 10/30/05

 

 

 

 

 

 

Treasurer

 

10/30/00 to 10/28/01

 

 

Dennis B. Goettsch

 

52

 

Vice President (Foodservice Marketing)

 

10/30/00 to Present

 

2000

Daniel A. Hartzog

 

54

 

Vice President (Consumer Products Sales)

 

07/26/04 to Present

 

2000

 

 

 

 

Vice President (Meat Products Sales)

 

10/30/00 to 07/25/04

 

 

David P. Juhlke

 

46

 

Vice President (Human Resources)

 

10/31/05 to Present

 

2005

 

 

 

Vice President (Human Resources/Administration)—Jennie-O Turkey Store

 

04/30/01 to 10/30/05

 

 

 

 

 

Director (Human Resources)—Jennie-O Foods

 

12/09/96 to 04/29/01

 

 

Phillip L. Minerich, Ph.D.

 

52

 

Vice President (Research and Development)

 

10/31/05 to Present

 

2005

 

 

 

 

Director (Product & Process Development & Packaging)—R&D

 

07/14/03 to 10/30/05

 

 

 

 

 

 

Development Leader (New Interventions)—Hormel Foods, LLC

 

07/22/02 to 07/13/03

 

 

 

 

 

 

Research Scientist (Packaging)—Hormel Foods, LLC

 

08/30/98 to 07/21/02

 

 

Kurt F. Mueller

 

49

 

Vice President (Consumer Products Sales)

 

07/26/04 to Present

 

1999

 

 

 

Vice President (Fresh Pork Sales and Marketing)

 

11/01/99 to 07/25/04

 

 

Gary C. Paxton

 

60

 

Vice President (Specialty Foods Group)

 

09/29/03 to 12/31/05 (Retired)

 

1992

 

 

 

 

Vice President (Specialty Foods Group and Prepared Foods Operations)

 

12/30/02 to 09/28/03

 

 

 

 

 

 

Vice President (Prepared Foods Operations)

 

11/01/99 to 12/29/02

 

 

Larry J. Pfeil

 

56

 

Vice President (Engineering)

 

11/01/99 to Present

 

1999

Douglas R. Reetz

 

51

 

Vice President (Consumer Products Sales)

 

07/26/04 to Present

 

1999

 

 

 

 

Vice President (Grocery Products Sales)

 

11/01/99 to 07/25/04

 

 

Bruce R. Schweitzer

 

54

 

Vice President (Refrigerated Foods Operations)

 

10/31/05 to Present

 

2005

 

 

 

Plant Manager (Austin)

 

07/19/04 to 10/30/05

 

 

 

 

 

Plant Manager (Fremont)

 

09/27/99 to 07/18/04

 

 

10




 

James N. Sheehan

 

50

 

Vice President and Controller

 

05/01/00 to Present

 

1999

 

 

 

 

Treasurer

 

11/01/99 to 04/30/00

 

 

James M. Splinter

 

43

 

Vice President (Marketing-Consumer Products- Refrigerated Foods)

 

06/02/03 to Present

 

2003

 

 

 

Senior Vice President (Retail Division)—Jennie-O Turkey Store

 

04/30/01 to 06/01/03

 

 

 

 

 

Senior Vice President (Sales and Marketing)—Jennie-O Turkey Store

 

09/06/99 to 04/29/01

 

 

Joe C. Swedberg

 

50

 

Vice President (Legislative Affairs and Marketing Services)

 

06/02/03 to Present

 

1999

 

 

 

 

Vice President (Meat Products Marketing)

 

11/01/99 to 06/01/03

 

 

Robert A. Tegt

 

54

 

Vice President (Specialty Foods Group)

 

01/01/06 to Present

 

2005

 

 

 

Senior Vice President (Foodservice Division)—Jennie-O Turkey Store

 

04/30/01 to 12/31/05

 

 

 

 

 

Vice President (Marketing)—Jennie-O Foods

 

03/28/88 to 04/29/01

 

 

 

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.

Item 1A.     RISK FACTORS

Information on the Company’s risk factors included in the Management’s Discussion and Analysis of Financial Condition and Results of Operations on pages 32 through 34 of the Annual Stockholders’ Report for the year ended October 30, 2005, is incorporated herein by reference.

Item 1B.     UNRESOLVED STAFF COMMENTS

None.

11




Item 2.                        PROPERTIES

Location

 

 

 

Approximate
Floor Space
(Square Feet)
Unless Noted

 

Owned or
Leased

 

Lease
Expiration
Date

 

Hormel Foods Corporation

 

 

 

 

 

 

 

 

 

Harvest and Processing Plants

 

 

 

 

 

 

 

 

 

Austin, Minnesota

 

 

1,292,000

 

 

Owned

 

 

 

Fremont, Nebraska

 

 

661,000

 

 

Owned

 

 

 

Plants

 

 

 

 

 

 

 

 

 

Albert Lea, Minnesota

 

 

72,000

 

 

Owned

 

 

 

Algona, Iowa

 

 

153,000

 

 

Owned

 

 

 

Alma, Kansas

 

 

70,000

 

 

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

 

 

 

New Berlin, Wisconsin

 

 

83,848

 

 

Leased

 

September 2007 and
February 2012

 

Osceola, Iowa

 

 

365,000

 

 

Owned

 

 

 

Rochelle, Illinois

 

 

459,000

 

 

Owned

 

 

 

Sparta, Wisconsin

 

 

385,000

 

 

Owned

 

 

 

St. Paul, Minnesota

 

 

56,730

 

 

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

 

 

 

Osceola, Iowa

 

 

233,000

 

 

Owned

 

 

 

Stockton, California

 

 

232,000

 

 

Leased

 

July, 2007

 

Tucker, Georgia

 

 

96,000

 

 

Leased

 

September, 2009

 

Research and Development Center

 

 

 

 

 

 

 

 

 

Austin, Minnesota

 

 

79,000

 

 

Owned

 

 

 

Corporate Offices

 

 

 

 

 

 

 

 

 

Austin, Minnesota

 

 

223,000

 

 

Owned

 

 

 

Hormel Foods Sales, LLC

 

 

 

 

 

 

 

 

 

Warehouse/Distribution Centers

 

 

 

 

 

 

 

 

 

Dayton, Ohio

 

 

140,000

 

 

Owned

 

 

 

Eldridge, Iowa

 

 

280,000

 

 

Leased

 

September, 2015

 

Dan’s Prize, Inc.

 

 

 

 

 

 

 

 

 

Plants

 

 

 

 

 

 

 

 

 

Browerville, Minnesota

 

 

52,000

 

 

Owned

 

 

 

Long Prairie, Minnesota

 

 

80,000

 

 

Owned

 

 

 

12




 

Jennie-O Turkey Store, Inc.

 

 

 

 

 

 

 

 

 

Plants

 

 

 

 

 

 

 

 

 

Barron, Wisconsin

 

 

372,000

 

 

Owned

 

 

 

Faribault, Minnesota

 

 

170,000

 

 

Owned

 

 

 

Melrose, Minnesota

 

 

127,000

 

 

Owned

 

 

 

Montevideo, Minnesota

 

 

85,000

 

 

Owned

 

 

 

Pelican Rapids, Minnesota

 

 

224,000

 

 

Owned

 

 

 

Willmar, Minnesota

 

 

508,000

 

 

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

 

 

31,000

 

 

Owned

 

 

 

Henning, Minnesota—Hatchery

 

 

22,000

 

 

Owned

 

 

 

Melrose, Minnesota—Warehouse

 

 

9,000

 

 

Owned

 

 

 

Turkey Farms

 

 

*14,500

 

 

Owned

 

 

 

Willmar, Minnesota—Warehouses

 

 

25,000

 

 

Owned

 

 

 

Mountain Prairie, LLC

 

 

 

 

 

 

 

 

 

Las Animas, Colorado—Hog Confinement Buildings

 

 


707,000

 

 


Leased

 

Various:
September, 2007 -
December, 2008

 

Beijing Hormel Foods Co. Ltd.

 

 

 

 

 

 

 

 

 

Beijing, China—Plant

 

 

68,000

 

 

80.0% Owned

 

 

 

Shanghai Hormel Foods Co. Ltd.

 

 

 

 

 

 

 

 

 

Shanghai, China—Plant

 

 

38,000

 

 

80.7% Owned

 

 

 

Diamond Crystal Brands, Inc.

 

 

 

 

 

 

 

 

 

Bondurant, Iowa—Warehouse

 

 

99,000

 

 

Owned

 

 

 

Bremen, Georgia—Plant

 

 

156,000

 

 

Owned

 

 

 

Mitchellville, Iowa—Plants

 

 

81,000

 

 

Owned

 

 

 

Perrysburg, Ohio—Plant

 

 

183,000

 

 

Owned

 

 

 

Quakertown, Pennsylvania—Plant

 

 

10,000

 

 

Owned

 

 

 

Savannah, Georgia—Plant

 

 

353,000

 

 

Owned

 

 

 

Visalia, California—Plant

 

 

107,000

 

 

Owned

 

 

 

13




 

Clougherty Packing, LLC

 

 

 

 

 

 

 

 

 

Harvest and Processing Plants

 

 

 

 

 

 

 

 

 

Vernon, California

 

 

749,573

 

 

Owned

 

 

 

Plants

 

 

 

 

 

 

 

 

 

Vernon, California

 

 

98,700

 

 

Leased

 

March, 2014

 

Hog Confinement Buildings

 

 

 

 

 

 

 

 

 

Snowflake, Arizona

 

 

1,283,316

 

 

Owned

 

 

 

Albin, Wyoming

 

 

331,504

 

 

Owned

 

 

 

Pine Bluffs, Wyoming

 

 

63,744

 

 

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; Albert Lea, Minnesota; 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 is a party to various legal proceedings related to the on-going operation of its business. The resolution of any currently known matters is not expected to have a material effect on the Company’s financial condition, results of operations, or liquidity.

Item 4.                        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to stockholders during the fourth quarter of the 2005 fiscal year.

14




PART II

Item 5.                        MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The high and low closing price of the Company’s common stock and the dividends per share declared for each fiscal quarter of 2005 and 2004, respectively, are shown below:

2005

 

 

 

High

 

Low

 

Dividend

 

First Quarter

 

$

31.87

 

$

27.58

 

 

$

.1300

 

 

Second Quarter

 

32.24

 

29.31

 

 

.1300

 

 

Third Quarter

 

33.08

 

29.33

 

 

.1300

 

 

Fourth Quarter

 

32.99

 

30.18

 

 

.1300

 

 

 

2004

 

 

 

High

 

Low

 

Dividend

 

First Quarter

 

$

27.45

 

$

23.80

 

 

$

.1125

 

 

Second Quarter

 

31.04

 

26.54

 

 

.1125

 

 

Third Quarter

 

31.63

 

29.06

 

 

.1125

 

 

Fourth Quarter

 

29.70

 

26.00

 

 

.1125

 

 

 

Additional information about dividends, principal market of trade and number of stockholders on page 57 of the Annual Stockholders’ Report for the year ended October 30, 2005, is incorporated herein by reference. The Company’s common stock has been listed on the New York Stock Exchange since January 16, 1990.

Issuer purchases of equity securities in the fourth quarter of fiscal year 2005 are shown below:

Period

 

 

 

Total Number
of Shares
Purchased
(1)

 

Average Price
Paid Per Share

 

Total Number of Shares
Purchased as Part
of Publicly Announced
Plans or Programs
(2)

 

Maximum Number of
Shares that May Yet Be
Purchased Under the
Plans or Programs
(2)

 

August 1, 2005 - September 4, 2005

 

 

13,020

 

 

 

$

29.61

 

 

 

13,000

 

 

 

7,625,336

 

 

September 5, 2005 - October 2, 2005

 

 

200

 

 

 

32.63

 

 

 

 

 

 

7,625,336

 

 

October 3, 2005 - October 30, 2005

 

 

 

 

 

 

 

 

 

 

 

7,625,336

 

 

Total

 

 

13,220

 

 

 

$

29.65

 

 

 

13,000

 

 

 

 

 

 


(1)                 Shares repurchased during the quarter, other than through publicly announced plans or programs, represent purchases for the Company’s employee awards program.

(2)                 On October 2, 2002, the Company announced that its Board of Directors had authorized the Company to repurchase up to 10,000,000 shares of common stock with no expiration date.

Item 6.                        SELECTED FINANCIAL DATA

Selected Financial Data for the five years ended October 30, 2005, on page 17 of the Annual Stockholders’ Report for the year ended October 30, 2005, is incorporated herein by reference.

Item 7.                        MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Information in the Management’s Discussion and Analysis of Financial Condition and Results of Operations on pages 17 through 34 of the Annual Stockholders’ Report for the year ended October 30, 2005, is incorporated herein by reference.

15




Item 7A.                QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information on the Company’s exposure to market risk included in the Management’s Discussion and Analysis of Financial Condition and Results of Operations on page 34 of the Annual Stockholders’ Report for the year ended October 30, 2005, is incorporated herein by reference.

Item 8.                        FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consolidated Financial Statements, including unaudited quarterly data, on pages 38 through 54 and the Report of Independent Registered Public Accounting Firm on page 37 of the Annual Stockholders’ Report for the year ended October 30, 2005, are incorporated herein by reference.

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

None.

Item 9A.                CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of the end of the period covered by this report (the “Evaluation Date”), the Company carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended [the “Exchange Act”]). In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Internal Control over Financial Reporting

(a)           The report entitled “Management’s Report on Internal Control Over Financial Reporting” on page 35 of the Annual Stockholder’s Report for the year ended October 30, 2005, is incorporated herein by reference.

(b)          The report entitled “Report of Independent Registered Public Accounting Firm” on page 36 of the Annual Stockholder’s Report for the year ended October 30, 2005, is incorporated herein by reference.

(c)           During the fourth quarter of fiscal year 2005, there has been no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B.               OTHER INFORMATION

None.

16




PART III

Item 10.                 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information under “Item 1—Election of Directors,” contained on page 2 through page 4 and under “Board of Director and Committee Meetings,” on pages 5 and 6, and the second sentence of the second paragraph under “Audit Committee Report,” contained on page 7 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 31, 2006, is incorporated herein by reference.

Information concerning Executive Officers is set forth in Item 1(f) of Part I pursuant to Instruction 3, Paragraph (b) of Item 401 of Regulation S-K.

Information under “Section 16(a) Beneficial Ownership Reporting Compliance,” on page 18 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 31, 2006, is incorporated herein by reference.

The Company has adopted a Code of Ethical Business Conduct in compliance with applicable rules of the Securities and Exchange Commission that applies to its principal executive officer, its principal financial officer, and its principal accounting officer or controller, or persons performing similar functions. A copy of the Code of Ethical Business Conduct is available on the Company’s Web site at www.hormel.com, free of charge, under the caption, “Corporate.”  The Company intends to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this Code of Ethical Business Conduct by posting such information on the Company’s Web site at the address and location specified above.

Item 11.                 EXECUTIVE COMPENSATION

Information for the year ended October 30, 2005, commencing with “Summary Compensation Table” on page 14 through “Nonqualified Deferred Compensation Plan” on page 17 and “Compensation of Directors” on pages 6 and 7 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 31, 2006, 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 30, 2005, under “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Management” on pages 9 and 10, and information under “Equity Compensation Plan Information” on page 23 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 31, 2006, is incorporated herein by reference.

Item 13.                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information under “Related Party Transactions” for the year ended October 30, 2005, as set forth on page 18 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 31, 2006, is incorporated herein by reference.

Item 14.                 PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information under “Audit Fees” through “Audit Committee Preapproval Policies and Procedures” on page 8 of the Company’s definitive proxy statement for the Annual Meeting of Stockholders to be held January 31, 2006, is incorporated herein by reference.

PART IV

Item 15.                 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The response to Item 15 is submitted as a separate section of this report.

17




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/ JEFFREY M. ETTINGER

 

January 11, 2006

 

 

JEFFREY M. ETTINGER,

 

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.

Name

 

 

Date

 

 

Title

 

/s/ JEFFREY M. ETTINGER

 

1/11/06

 

President, Chief Executive Officer and

JEFFREY M. ETTINGER

 

 

 

Director (Principal Executive Officer)

/s/ MICHAEL J. McCOY

 

1/11/06

 

Executive Vice President, Chief Financial

MICHAEL J. McCOY

 

 

 

Officer and Director (Principal Financial

 

 

 

 

and Accounting Officer)

/s/ JOEL W. JOHNSON*

 

1/11/06

 

Chairman and Director

JOEL W. JOHNSON

 

 

 

 

/s/ GARY J. RAY*

 

1/11/06

 

Executive Vice President Refrigerated

GARY J. RAY

 

 

 

Foods and Director

/s/ JOHN W. ALLEN*

 

1/11/06

 

Director

JOHN W. ALLEN

 

 

 

 

/s/ JOHN R. BLOCK*

 

1/11/06

 

Director

JOHN R. BLOCK

 

 

 

 

/s/ E. PETER GILLETTE  JR.*

 

1/11/06

 

Director

E. PETER GILLETTE JR.

 

 

 

 

/s/ LUELLA G. GOLDBERG*

 

1/11/06

 

Director

LUELLA G. GOLDBERG

 

 

 

 

18




 

/s/ SUSAN I. MARVIN*

 

1/11/06

 

Director

SUSAN I. MARVIN

 

 

 

 

/s/ JOHN L. MORRISON*

 

1/11/06

 

Director

JOHN L. MORRISON

 

 

 

 

/s/ DAKOTA A. PIPPINS*

 

1/11/06

 

Director

DAKOTA A. PIPPINS

 

 

 

 

/s/ JOHN G. TURNER*

 

1/11/06

 

Director

JOHN G. TURNER

 

 

 

 

/s/ DR. ROBERT R. WALLER*

 

1/11/06

 

Director

DR. ROBERT R. WALLER

 

 

 

 

*BY:  /s/ MICHAEL J. McCOY

 

1/11/06

 

 

MICHAEL J. McCOY,

 

 

 

 

as Attorney-In-Fact

 

 

 

 

 

19




F-1

ANNUAL REPORT ON FORM 10-K

ITEM 15

LIST OF FINANCIAL STATEMENTS

FINANCIAL STATEMENT SCHEDULE

LIST OF EXHIBITS

YEAR ENDED OCTOBER 30, 2005

HORMEL FOODS CORPORATION

Austin, Minnesota

20




F-2

Item 15

LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

HORMEL FOODS CORPORATION

FINANCIAL STATEMENTS

The following consolidated financial statements of Hormel Foods Corporation included in the Annual Stockholders’ Report for the year ended October 30, 2005, are incorporated herein by reference in Item 8 of Part II of this report:

Consolidated Statements of Financial Position—October 30, 2005, and October 30, 2004.

Consolidated Statements of Operations—Years Ended October 30, 2005, October 30, 2004, and October 25, 2003.

Consolidated Statements of Changes in Shareholders’ Investment—Years Ended October 30, 2005, October 30, 2004, and October 25, 2003.

Consolidated Statements of Cash Flows—Years Ended October 30, 2005, October 30, 2004, and October 25, 2003.

Notes to Financial Statements—October 30, 2005.

Reports of Independent Registered Public Accounting Firm

FINANCIAL STATEMENT SCHEDULES

The following consolidated financial statement schedule of Hormel Foods Corporation required pursuant to Item 15(c) is submitted herewith:

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

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.

21




F-3

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
HORMEL FOODS 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 30, 2005
Allowance for doubtful

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$ 1,287

 (1)

 

 

 

 

 

accounts receivable

 

 

$ 4,600

 

 

 

$ (1,233

)

 

 

$ 1,120

 (5)

 

 

(2,318

)(2)

 

 

$ 5,518

 

 

Fiscal year ended October 30, 2004
Allowance for doubtful

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$    560

 (1)

 

 

 

 

 

accounts receivable

 

 

$ 2,880

 

 

 

$ 1,285

 

 

 

$  120

 (4)

 

 

(875

)(2) 

 

 

$ 4,600

 

 

Fiscal year ended October 25, 2003
Allowance for doubtful

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$ 6,644

 (1)

 

 

 

 

 

accounts receivable

 

 

$ 1,393

 

 

 

$ 7,474

 

 

 

$  431

 (3)

 

 

(226

)(2)

 

 

$ 2,880

 

 


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 Diamond Crystal Brands accounts receivable.

Note (4)—Increase in the reserve due to the inclusion of Century Foods International accounts receivable.

Note (5)—Increase in the reserve due to the inclusion of Farmer John, Mexican Accent, and Mark-Lynn accounts receivable.

22




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.)

2.2(1)

 

Clougherty Packing Company Stock Purchase Agreement, dated as of December 29, 2004, between Hormel Foods Corporation, as Buyer, the Sellers (as identified in the Agreement), and Sellers’ Representative. (Incorporated by reference to Exhibit 2.2 to Hormel’s Annual Report on Form 10-K for the fiscal year ended October 30, 2004, 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(2)

 

Bylaws as amended to date.

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)(3)

 

Hormel Foods Corporation Operators’ Shares Incentive Compensation Plan. (Incorporated by reference to Appendix A to Hormel’s definitive Proxy Statement filed on December 23, 1997, File No. 001-02402.)

10.2(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.)

10.3(1)(3)

 

Hormel Foods Corporation 2000 Stock Incentive Plan. (Incorporated by reference to Exhibit A to Hormel’s definitive Proxy Statement filed on December 29, 1999, File No. 001-02402.)

10.4(1)(3)

 

Hormel Foods Corporation Long-Term Incentive Plan. (Incorporated by reference to Appendix B to Hormel’s definitive Proxy Statement filed on December 23, 1997, File No. 001-02402.)

23




 

10.5(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.)

10.6(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.)

10.7(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.)

10.8(1)

 

Hormel Foods Corporation Non Employee Director Deferred Stock Plan (Plan Adopted October 4, 1999; Amended and Restated November 24, 2003.) (Incorporated by reference to Exhibit 10.9 to Hormel’s Annual Report on Form 10-K for the fiscal year ended October 30, 2004, File No. 001-02402.)

10.9(1)(3)

 

Hormel Foods Corporation 2005 Long-Term Incentive Plan. (Incorporated by reference to Exhibit 10.1 to Hormel’s Current Report on Form 8-K dated January 25, 2005, File No. 001-02402.)

10.10(1)

 

Terms of Non-Executive Chairman of the Board. (Incorporated by reference to Item 1.01 of Hormel’s Current Report on Form 8-K dated November 21, 2005, File No. 001-02402.)

11.1(1)

 

Statement re: computation of per share earnings. (Included in Exhibit 13.1 filed with this Annual Report on Form 10-K for the fiscal year ended October 30, 2005.)

13.1(2)

 

Pages 17 through 57 of the Annual Stockholders’ Report for the fiscal year ended October 30, 2005.

21.1(2)

 

Subsidiaries of the Registrant.

23.1(2)

 

Consent of Independent Registered Public Accounting Firm.

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.

31.3(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(1)

 

U.S. $200,000,000 Credit Agreement, dated as of June 1, 2005, between Hormel, the banks identified on the signature pages thereof, and Citicorp U.S.A. Inc., as Administrative Agent. (Incorporated by reference to Exhibit 99 to Hormel’s Current Report on Form 8-K dated June 1, 2005, File No. 001-02402.)


(1)      Document has previously been filed with the Securities and Exchange Commission and is incorporated herein by reference.

(2)      These Exhibits transmitted via EDGAR.

(3)      Management compensatory plan.

24



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