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Hormel Foods 10-K 2009

Table of Contents

 

ANNUAL REPORT ON FORM 10-K

 

HORMEL FOODS CORPORATION

 

OCTOBER 25, 2009

 

 



Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

x

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the fiscal year ended October 25, 2009

or

 

 

 

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                                                                        to                                                                       

 

Commission File Number: 1-2402

 

HORMEL FOODS CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation or organization)

 

41-0319970

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

 

 

 

1 Hormel Place

Austin, Minnesota

 

55912-3680

(Address of principal executive offices)

 

(Zip Code)

 

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

 

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

 

Title of each class

 

Name of each exchange on which registered

Common Stock, $.0586 par value

 

New York Stock Exchange

 

Securities registered pursuant to section 12(g) of the Act:  None

 

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

 

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

 

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

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T during the preceding 12 months.  Yes o  No o

 

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

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x

 

Accelerated filer o

 

 

 

Non-accelerated filer o (Do not check if a smaller reporting company)

 

Smaller reporting company o

 

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

 

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of April 26, 2009 (the last business day of the registrant’s most recently completed second fiscal quarter) was $2,117,802,675 based on the closing price of $30.63 per share on that date.

 

As of November 27, 2009, the number of shares outstanding of each of the registrant’s classes of common stock was as follows:

 

Common Stock, $.0586 Par Value – 133,628,663 shares

Common Stock Non-Voting, $.01 Par Value – 0 shares

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the Annual Stockholders’ Report for the fiscal year ended October 25, 2009, are incorporated by reference into Part I, Items 1 and 1A and Part II, Items 5-8 and 9A, and included as Exhibit 13.1 filed herewith.

 

Portions of the Proxy Statement for the Annual Meeting of Stockholders to be held January 26, 2010, are incorporated by reference into Part III, Items 10-14.

 

 

 

1



Table of Contents

 

HORMEL FOODS CORPORATION

TABLE OF CONTENTS

 

PART I

 

 

 

 

 

 

 

Item 1.

BUSINESS

 

3

 

 

 

 

 

 

Item 1A.

RISK FACTORS

 

8

 

 

 

 

 

 

Item 1B.

UNRESOLVED STAFF COMMENTS

 

8

 

 

 

 

 

 

Item 2.

PROPERTIES

 

9

 

 

 

 

 

 

Item 3.

LEGAL PROCEEDINGS

 

11

 

 

 

 

 

 

Item 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

11

 

 

 

 

 

PART II

 

 

 

 

 

 

 

 

Item 5.

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

 

12

 

 

 

 

 

 

Item 6.

SELECTED FINANCIAL DATA

 

12

 

 

 

 

 

 

Item 7.

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

 

12

 

 

 

 

 

 

Item 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

12

 

 

 

 

 

 

Item 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

13

 

 

 

 

 

 

Item 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

13

 

 

 

 

 

 

Item 9A.

CONTROLS AND PROCEDURES

 

13

 

 

 

 

 

 

Item 9B.

OTHER INFORMATION

 

13

 

 

 

 

 

PART III

 

 

 

 

 

 

 

 

Item 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

13

 

 

 

 

 

 

Item 11.

EXECUTIVE COMPENSATION

 

14

 

 

 

 

 

 

Item 12.

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

 

14

 

 

 

 

 

 

Item 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

14

 

 

 

 

 

 

Item 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

 

14

 

 

 

 

 

PART IV

 

 

 

 

 

 

 

 

Item 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

14

 

 

 

 

 

SIGNATURES

 

15

 

2



Table of Contents

 

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 and internationally.  Although pork and turkey remain the major raw materials for its products, the Company has emphasized for several years the manufacturing and distribution of branded, value-added consumer items rather than the commodity fresh meat business.  The Company has continually expanded its product portfolio through organic growth, new product development, and acquisitions.

 

Internationally, the Company markets its products through Hormel Foods International Corporation (HFIC), a wholly owned subsidiary.  HFIC has a presence in the international marketplace through joint ventures and placement of personnel in strategic foreign locations such as Australia, Canada, China, Japan, and the Philippines.  HFIC also has a global presence with minority positions in food companies in Mexico (Hormel Alimentos, 50% holding) and the Philippines (Purefoods-Hormel, 40% holding), and in a hog production and processing operation in Vietnam (San Miguel Purefoods (Vietnam) Co. Ltd., 49% holding).

 

On October 26, 2009, subsequent to the end of the fiscal year, the Company also completed the formation of MegaMex Foods, LLC, a joint venture which will market Mexican foods in the United States.  The Company will have a 50 percent ownership interest in this joint venture, and the investment will be included in the Company’s Grocery Products segment.

 

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 2009 fiscal year.

 

(b)  Segments

 

The Company’s business is reported in five segments: Grocery Products, Refrigerated Foods, Jennie-O Turkey Store (JOTS), Specialty Foods, and All Other.  Net sales to unaffiliated customers and operating profit, and the presentation of certain other financial information by segment, are reported in Note L of the Notes to Consolidated Financial Statements and in the Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Annual Stockholder’s Report for the fiscal year ended October 25, 2009, 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:

 

 

 

Fiscal Year Ended

 

 

 

October 25, 2009

 

October 26, 2008

 

October 28, 2007

 

Perishable meat

 

53.9

%

53.5

%

54.2

%

Poultry

 

19.3

 

19.2

 

19.2

 

Shelf-stable

 

17.3

 

17.1

 

16.8

 

Other

 

9.5

 

10.2

 

9.8

 

 

 

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.

 

3



Table of Contents

 

Perishable meat includes fresh meats, sausages, hams, wieners, and bacon (excluding JOTS products). The Poultry category is composed primarily of JOTS products.  Shelf-stable includes canned luncheon meats, shelf-stable microwaveable entrees, stews, chilies, hash, meat spreads, flour and corn tortillas, salsas, tortilla chips, and other items that do not require refrigeration.  The Other category primarily consists of nutritional food products and supplements, sugar and sugar substitutes, creamers, salt and pepper products, sauces and salad dressings, dessert and drink mixes, and industrial gelatin products.

 

Construction of the new production facility in Dubuque, Iowa continues, which will provide additional capacity for canned and microwave tray items beginning in January 2010.  No other new products in fiscal 2009 required a material investment of the Company’s assets.

 

Domestically, the Company sells its products in all 50 states.  The Company’s products are sold through its sales personnel, operating in assigned territories coordinated from sales offices located in most of the larger U.S. cities, as well as independent brokers and distributors.  Dedicated sales teams also serve major retail customers and coordinate sales of both Grocery Products and Refrigerated Foods products.  As of October 25, 2009, the Company had approximately 662 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 Company products internationally on a royalty basis, with the primary licensees being Tulip International of Denmark and CJ CheilJedang Corporation of South Korea.

 

Raw Materials

 

The Company has, for the past several years, been concentrating on processed branded products for consumers with year-round demand to minimize the seasonal variation experienced with commodity-type products.  Pork continues to be the primary raw material for Company products.  Although the live pork industry has evolved to large, vertically integrated, year-round confinement operations, and supply contracts have become prevalent in the industry, there is still a seasonal variation in the supply of fresh pork materials.  The Company’s expanding line of processed items has reduced, but not eliminated, the sensitivity of Company results to raw material supply and price fluctuations.

 

The majority of the hogs harvested by the Company are purchased under supply contracts from producers located principally in Colorado, Idaho, Illinois, Iowa, Kansas, Minnesota, Nebraska, Oklahoma, South Dakota, Texas, Utah, Wisconsin, and Canada.  The cost of hogs and the utilization of the Company’s facilities are affected by both the level and the methods of pork production in the United States.  The movement toward year-round confinement operations which operate under supply agreements with processors has resulted in fewer hogs being available on the spot cash market.  The Company, along with others in the industry, uses supply contracts to manage the effects of this trend and to ensure a stable supply of raw materials.  The Company has converted the majority of its contracts to market-based formulas to better match input costs with customer pricing, and all contract costs are fully reflected in the Company’s reported financial statements.  In fiscal 2009, the Company purchased 93 percent of its hogs under supply contracts.  The Company also procures a portion of its hogs through farms that it either owns or operates in Arizona, California, Colorado, Kansas, and Wyoming.

 

In fiscal 2009, JOTS raised turkeys representing approximately 69 percent of the volume needed to meet its raw material requirements for whole bird and processed turkey products.  Turkeys not sourced within the Company are contracted with independent turkey growers.  JOTS’ turkey-raising farms are located throughout Minnesota and Wisconsin.

 

Production costs in raising hogs and turkeys are subject primarily to fluctuations in feed grain prices and, to a lesser extent, fuel costs.  To manage this risk, the Company periodically hedges a portion of its anticipated purchases of grain using futures contracts.

 

Manufacturing

 

The Company has four plants that harvest hogs for processing.  Quality Pork Processors, Inc. of Dallas, Texas, operates the harvesting facility at Austin, Minnesota under a custom harvesting arrangement.  The Company has six turkey harvest and processing operations, and 40 facilities that produce and distribute other manufactured items.  Albert Lea Select Foods, Inc. operates the processing facility at Albert Lea, Minnesota under a custom manufacturing agreement.  Company products are also custom manufactured by several other companies.  The following are the Company’s larger custom manufacturers: Steuben Foods, Jamaica, New York; Lakeside Packing Company, Manitowoc, Wisconsin; Schroeder Milk, Maplewood, Minnesota; Reichel Foods, Rochester, Minnesota; Power Packaging, St. Charles, Illinois; and Tony Downs, St. James, Minnesota.  Power

 

4



Table of Contents

 

Logistics, Inc., based in St. Charles, Illinois, operates distribution centers for the Company in Dayton, Ohio, and Osceola, Iowa.

 

Patents and Trademarks

 

There are numerous patents and trademarks that are important to the Company’s business.  The Company holds 8 foreign and 46 U.S.-issued patents.  Some of the trademarks are registered and some are not.  Some of the more significant owned or licensed trademarks used by the Company or its affiliates are:

 

HORMEL, ALWAYS TENDER, AMERICAN CLASSICS, AUSTIN BLUES, BANGKOK PADANG, BLACK LABEL, BREAD READY, BÚFALO, CAFÉ H, CALIFORNIA NATURAL, CHI-CHI’S, COMPLEATS, CURE 81, CUREMASTER, DAN’S PRIZE, DI LUSSO, DINTY MOORE, DODGER DOG, DOÑA MARIA, DUBUQUE, EMBASA, FARMER JOHN, FAST ‘N EASY, GRANDE GOURMET, HERB-OX, HERDEZ, HIBACHI GRILL, HOMELAND, HOUSE OF TSANG, JENNIE-O TURKEY STORE, KID’S KITCHEN, LA VICTORIA, LAYOUT, LITTLE SIZZLERS, LLOYD’S, MAGNIFOODS, MANNY’S, MARRAKESH EXPRESS, MARY KITCHEN, NATURAL CHOICE, NATURASELECT, OLD SMOKEHOUSE, PELOPONNESE, PILLOW PACK, POCO PAC, PREP CHEF, PREMORO, RANGE BRAND, RICO OLE’, ROSA GRANDE, SAAG’S, SANDWICH MAKER, SAUCY BLUES, SPAM, SPAMTASTIC, STAGG, TEZZATA, THICK & EASY, VALLEY FRESH, and WRANGLERS.

 

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

 

Customers and Backlog Orders

 

During fiscal year 2009, sales to Wal-Mart Stores, Inc. (Wal-Mart) represented approximately 13 percent of the Company’s revenues (measured as gross sales less returns and allowances), an increase of one percent from fiscal year 2008.  Wal-Mart is a customer for all five segments of the Company.  The five largest customers in each segment make up approximately the following percentage of segment sales: 48 percent of Grocery Products, 38 percent of Refrigerated Foods, 40 percent of JOTS, 40 percent of Specialty Foods, and 31 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 2009 were Tyson Foods, Smithfield Foods, and Sara Lee Corporation; for its Grocery Products segment, ConAgra Foods, General Mills, and Campbell Soup Co.; and for JOTS, Cargill, Inc. and Butterball, LLC.

 

All segments compete on the basis of price, product quality, brand identification, and customer service.  Through aggressive marketing and strong quality assurance programs, the Company’s strategy is to provide higher quality products that possess strong brand recognition, which would then support higher value perceptions from customers.

 

The Company competes using this same strategy in international markets around the world.

 

Research and Development

 

Research and development continues to be a vital part of the Company’s strategy to extend existing brands and expand into new branded items.  The expenditures for research and development for fiscal 2009, 2008, and 2007, were approximately $25,398,000, $22,689,000, and $21,475,000, respectively.   There are 113 employees engaged in full time research and development, 54 in the area of improving existing products and 59 in developing new products.

 

Employees

 

As of October 25, 2009, the Company had approximately 18,600 active employees.

 

5



Table of Contents

 

(d)  Geographic Areas

 

Financial information about geographic areas, including total revenues attributed to the U.S. and all foreign countries in total for the last three fiscal years of the Company, is reported in Note L of the Notes to Consolidated Financial Statements of the Annual Stockholder’s Report for the fiscal year ended October 25, 2009, incorporated herein by reference.

 

(e)  Available Information

 

The Company makes available, free of charge on its Web site at www.hormelfoods.com, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934.  These reports are accessible under the “Investors” caption of the Company’s Web site and are available as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission.

 

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

 

(f)  Executive Officers of the Registrant

 

 

 

 

 

 

 

 

 

YEAR

 

 

 

 

 

 

 

 

FIRST

 

 

 

 

CURRENT OFFICE AND PREVIOUS

 

 

 

ELECTED

NAME

 

AGE

 

FIVE YEARS EXPERIENCE

 

DATES

 

OFFICER

 

 

 

 

 

 

 

 

 

Jeffrey M. Ettinger

 

51

 

Chairman of the Board, President and Chief Executive Officer

 

11/21/06 to Present

 

1998

 

 

 

 

President and Chief Executive Officer

 

01/01/06 to 11/20/06

 

 

 

 

 

 

President and Chief Operating Officer

 

06/28/04 to 12/31/05

 

 

 

 

 

 

 

 

 

 

 

Jody H. Feragen

 

53

 

Senior Vice President and Chief Financial Officer

 

01/01/07 to Present

 

2000

 

 

 

 

Vice President (Finance) and Treasurer

 

10/31/05 to 12/31/06

 

 

 

 

 

 

Vice President and Treasurer

 

10/29/01 to 10/30/05

 

 

 

 

 

 

 

 

 

 

 

Ronald W. Fielding

 

56

 

Executive Vice President (Grocery Products/ Corporate Development)

 

04/07/08 to Present

 

1997

 

 

 

 

Executive Vice President (Grocery Products/ Mergers and Acquisitions)

 

01/01/07 to 04/06/08

 

 

 

 

 

 

Group Vice President (Grocery Products)

 

10/31/05 to 12/31/06

 

 

 

 

 

 

Group Vice President (Consumer Products Sales)

 

07/26/04 to 10/30/05

 

 

 

 

 

 

 

 

 

 

 

Steven G. Binder

 

52

 

Group Vice President (Refrigerated Foods)

 

07/30/07 to Present

 

1998

 

 

 

 

Group Vice President (Foodservice)

 

10/30/00 to 07/29/07

 

 

 

 

 

 

 

 

 

 

 

Richard A. Bross

 

58

 

Group Vice President/President Hormel Foods International Corporation

 

10/29/01 to Present

 

1995

 

 

 

 

 

 

 

 

 

Robert A. Tegt

 

58

 

Group Vice President/President Jennie-O Turkey Store

 

12/01/08 to Present

 

2005

 

 

 

 

Group Vice President (Specialty Foods Group)

 

10/29/07 to 11/30/08

 

 

 

 

 

 

Vice President (Specialty Foods Group)

 

01/01/06 to 10/28/07

 

 

 

 

 

 

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

 

04/30/01 to 12/31/05

 

 

 

 

 

 

 

 

 

 

 

Michael D. Tolbert

 

53

 

Group Vice President (Specialty Foods Group)

 

12/01/08 to Present

 

2004

 

 

 

 

Group Vice President/President Jennie-O Turkey Store

 

10/31/05 to 11/30/08

 

 

 

 

 

 

Vice President/President Jennie-O Turkey Store

 

05/31/04 to 10/30/05

 

 

 

 

 

 

 

 

 

 

 

Larry L. Vorpahl

 

46

 

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

 

 

 

6



Table of Contents

 

(f)  Executive Officers of the Registrant-Continued

 

 

 

 

 

 

 

 

 

YEAR

 

 

 

 

 

 

 

 

FIRST

 

 

 

 

CURRENT OFFICE AND PREVIOUS

 

 

 

ELECTED

NAME

 

AGE

 

FIVE YEARS EXPERIENCE

 

DATES

 

OFFICER

 

 

 

 

 

 

 

 

 

James W. Cavanaugh

 

60

 

Senior Vice President (External Affairs) and General Counsel

 

10/29/07 to Present

 

2001

 

 

 

 

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

 

01/01/05 to 10/28/07

 

 

 

 

 

 

Corporate Secretary and Senior Attorney

 

01/29/01 to 12/31/04

 

 

 

 

 

 

 

 

 

 

 

Thomas R. Day

 

51

 

Senior Vice President (Foodservice)

 

07/30/07 to Present

 

2000

 

 

 

 

Vice President (Foodservice Sales)

 

10/30/00 to 07/29/07

 

 

 

 

 

 

 

 

 

 

 

William F. Snyder

 

52

 

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

 

45

 

Vice President (Marketing-Grocery Products)

 

10/31/05 to Present

 

2005

 

 

 

 

Director of Marketing (Grocery Products)

 

09/15/03 to 10/30/05

 

 

 

 

 

 

 

 

 

 

 

Deanna T. Brady

 

44

 

Vice President (Foodservice Sales)

 

07/30/07 to Present

 

2007

 

 

 

 

Regional Sales Manager-West (Foodservice Sales)

 

06/02/03 to 07/29/07

 

 

 

 

 

 

 

 

 

 

 

Julie H. Craven

 

54

 

Vice President (Corporate Communications)

 

08/01/05 to Present

 

2005

 

 

 

 

Director (Corporate Communications)

 

05/20/02 to 07/31/05

 

 

 

 

 

 

 

 

 

 

 

Michael L. Devine

 

55

 

Vice President (Grocery Products Operations)

 

10/27/08 to Present

 

2008

 

 

 

 

Director (Grocery Products Operations Strategy)

 

09/03/07 to 10/26/08

 

 

 

 

 

 

Plant Manager (Stockton)

 

07/29/96 to 09/02/07

 

 

 

 

 

 

 

 

 

 

 

Bryan D. Farnsworth

 

52

 

Vice President (Quality Management)

 

08/01/05 to Present

 

2005

 

 

 

 

Director (Quality Management)

 

12/02/96 to 07/31/05

 

 

 

 

 

 

 

 

 

 

 

Roland G. Gentzler

 

55

 

Vice President (Finance) and Treasurer

 

01/01/07 to Present

 

2007

 

 

 

 

Assistant Controller and Director of Finance (Refrigerated Foods)

 

05/01/00 to 12/31/06

 

 

 

 

 

 

 

 

 

 

 

Dennis B. Goettsch

 

56

 

Vice President (Foodservice Marketing)

 

10/30/00 to Present

 

2000

 

 

 

 

 

 

 

 

 

Daniel A. Hartzog

 

58

 

Vice President (Consumer Products Sales)

 

07/26/04 to Present

 

2000

 

 

 

 

 

 

 

 

 

David P. Juhlke

 

50

 

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

 

 

 

 

 

 

 

 

 

 

 

Donald H. Kremin

 

49

 

Vice President (Consumer Product Sales)

 

10/29/07 to Present

 

2007

 

 

 

 

Director Wal-Mart Business Team (Consumer Product Sales)

 

09/05/05 to 10/28/07

 

 

 

 

 

 

Director Customer Development-Eastern Chains (Consumer Product Sales)

 

07/26/04 to 09/04/05

 

 

 

 

 

 

 

 

 

 

 

Phillip L. Minerich, Ph.D.

 

56

 

Vice President (Research and Development)

 

10/31/05 to Present

 

2005

 

 

 

 

 

 

 

 

 

 

 

 

 

Director (Product & Process Development & Packaging)

 

07/14/03 to 10/30/05

 

 

 

 

 

 

 

 

 

 

 

Kurt F. Mueller

 

53

 

Vice President (Consumer Products Sales)

 

07/26/04 to Present

 

1999

 

 

 

 

 

 

 

 

 

Douglas R. Reetz

 

55

 

Vice President (Consumer Products Sales)

 

07/26/04 to Present

 

1999

 

7



Table of Contents

 

(f)  Executive Officers of the Registrant-Continued

 

 

 

 

 

 

 

 

 

YEAR

 

 

 

 

 

 

 

 

FIRST

 

 

 

 

CURRENT OFFICE AND PREVIOUS

 

 

 

ELECTED

NAME

 

AGE

 

FIVE YEARS EXPERIENCE

 

DATES

 

OFFICER

 

 

 

 

 

 

 

 

 

James R. Schroeder

 

52

 

Vice President (Engineering)

 

04/27/09 to Present

 

2009

 

 

 

 

Manager of Project and Plant Engineering (Corporate Office)

 

01/11/99 to 04/26/09

 

 

 

 

 

 

 

 

 

 

 

Bruce R. Schweitzer

 

58

 

Vice President (Refrigerated Foods Operations)

 

10/31/05 to Present

 

2005

 

 

 

 

Plant Manager (Austin)

 

07/19/04 to 10/30/05

 

 

 

 

 

 

 

 

 

 

 

James N. Sheehan

 

54

 

Vice President and Controller

 

05/01/00 to Present

 

1999

 

 

 

 

 

 

 

 

 

James P. Snee

 

42

 

Vice President (Affiliated Business Units- Refrigerated Foods)

 

10/27/08 to Present

 

2008

 

 

 

 

Director (Purchasing)

 

02/13/06 to 10/26/08

 

 

 

 

 

 

Regional Sales Manager-West and Corporate National Accounts Manager (Foodservice Sales)

 

11/01/99 to 02/12/06

 

 

 

 

 

 

 

 

 

 

 

James M. Splinter

 

47

 

Vice President (Marketing-Consumer Products- Refrigerated Foods)

 

06/02/03 to Present

 

2003

 

 

 

 

 

 

 

 

 

Joe C. Swedberg

 

54

 

Vice President (Legislative Affairs)

 

08/11/08 to Present

 

1999

 

 

 

 

Vice President (Legislative Affairs and Marketing Services)

 

06/02/03 to 08/10/08

 

 

 

 

 

 

 

 

 

 

 

Brian D. Johnson

 

49

 

Corporate Secretary & Senior Attorney

 

10/29/07 to Present

 

2007

 

 

 

 

Assistant Secretary & Senior Attorney

 

01/31/05 to 10/28/07

 

 

 

 

 

 

Senior Attorney

 

08/14/00 to 01/30/05

 

 

 

No family relationship exists among the executive officers.

 

Executive officers are elected annually by the Board of Directors at the first meeting following the Annual Meeting of Stockholders.  Vacancies may be filled and additional officers elected at any regular or special meeting.

 

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 31 through 34 of the Annual Stockholders’ Report for the fiscal year ended October 25, 2009, is incorporated herein by reference.

 

Item 1B.  UNRESOLVED STAFF COMMENTS

 

None.

 

8



Table of Contents

 

Item 2.  PROPERTIES

 

Location

 

Principal Segment (1)

 

Approximate Area
(Square Feet,
Unless Noted)

 

Owned or
Leased

 

Lease
Expiration
Date

 

 

 

 

 

 

 

 

 

Harvest and Processing Plants

 

 

 

 

 

 

 

 

Austin, Minnesota

 

Refrigerated Foods

Grocery Products

Specialty Foods

All Other

 

1,352,000

 

Owned

 

 

Barron, Wisconsin

 

JOTS

 

372,000

 

Owned

 

 

Beijing, China

 

All Other

 

94,000

 

80.0% Owned

 

 

Faribault, Minnesota

 

JOTS

 

170,000

 

Owned

 

 

Fremont, Nebraska

 

Refrigerated Foods

Grocery Products

Specialty Foods

All Other

 

670,000

 

Owned

 

 

Melrose, Minnesota

 

JOTS

 

136,000

 

Owned

 

 

Vernon, California

 

Refrigerated Foods

 

632,000

 

Owned

 

 

 

 

All Other

 

93,000

 

Leased

 

March 2014

Willmar, Minnesota

 

JOTS

 

337,000

 

Owned

 

 

 

 

 

 

 

 

 

 

 

Processing Plants

 

 

 

 

 

 

 

 

Albert Lea, Minnesota

 

Refrigerated Foods

 

78,000

 

Owned

 

 

Algona, Iowa

 

Refrigerated Foods

 

153,000

 

Owned

 

 

Alma, Kansas

 

Refrigerated Foods

 

70,000

 

Owned

 

 

Ames, Iowa

 

Refrigerated Foods

 

9,000

 

Leased

 

Monthly

Aurora, Illinois

 

Specialty Foods

 

141,000

 

Owned

 

 

Beloit, Wisconsin

 

Grocery Products

Specialty Foods

 

339,000

 

Owned

 

 

Bremen, Georgia

 

Specialty Foods

 

156,000

 

Owned

 

 

Browerville, Minnesota

 

Refrigerated Foods

 

95,000

 

Owned

 

 

Chino, California

 

Refrigerated Foods

 

88,000

 

Leased

 

April 2015

Dubuque, Iowa

 

Grocery Products

 

342,000

 

Owned

 

 

Duluth, Georgia

 

Specialty Foods

 

80,000

 

Owned

 

 

Ft. Dodge, Iowa

 

Grocery Products

 

17,000

 

Owned

 

 

Knoxville, Iowa

 

Refrigerated Foods

 

130,000

 

Owned

 

 

Lathrop, California

 

Refrigerated Foods

 

85,000

 

Owned

 

 

Long Prairie, Minnesota

 

Refrigerated Foods

 

82,000

 

Owned

 

 

Laverton, Australia

 

All Other

 

22,000

 

Leased

 

March 2011

Mitchellville, Iowa

 

Specialty Foods

 

81,000

 

Owned

 

 

Montevideo, Minnesota

 

JOTS

 

85,000

 

Owned

 

 

Nevada, Iowa

 

Refrigerated Foods

 

139,000

 

Owned

 

 

New Berlin, Wisconsin

 

Grocery Products

 

84,000

 

Leased

 

February 2012

Osceola, Iowa

 

Refrigerated Foods

 

365,000

 

Owned

 

 

Pelican Rapids, Minnesota

 

JOTS

 

282,000

 

Owned

 

 

Perrysburg, Ohio

 

Specialty Foods

 

183,000

 

Owned

 

 

Quakertown, Pennsylvania

 

Specialty Foods

 

10,000

 

Owned

 

 

Rochelle, Illinois

 

Refrigerated Foods

Grocery Products

Specialty Foods

 

404,000

 

Owned

 

 

San Leandro, California

 

Refrigerated Foods

 

41,000

 

Leased

 

November 2021

Savannah, Georgia

 

Specialty Foods

 

300,000

 

Owned

 

 

Shanghai, China

 

All Other

 

33,000

 

80.7% Owned

 

 

 

 

 

 

4,000

 

Leased

 

September 2011

Sparta, Wisconsin

 

Specialty Foods

 

385,000

 

Owned

 

 

 

9



Table of Contents

 

Item 2. PROPERTIES - Continued

 

Location

 

Principal Segment (1)

 

Approximate Area
(Square Feet,
Unless Noted)

 

Owned or
Leased

 

Lease
Expiration
Date

 

 

 

 

 

 

 

 

 

Processing Plants (continued)

 

 

 

 

 

 

 

 

St. Paul, Minnesota

 

Refrigerated Foods

 

58,000

 

Owned

 

 

Stockton, California

 

Grocery Products

Specialty Foods

 

139,000

 

Owned

 

 

Tucker, Georgia

 

Grocery Products

Refrigerated Foods

Specialty Foods

 

282,000

 

Owned

 

 

Turlock, California

 

Grocery Products

Specialty Foods

 

153,000

 

Owned

 

 

Visalia, California

 

Specialty Foods

 

107,000

 

Owned

 

 

Wichita, Kansas

 

Refrigerated Foods

 

80,000

 

Owned

 

 

 

 

 

 

 

 

 

 

 

Warehouse/Distribution Centers

 

 

 

 

 

 

 

 

Austin, Minnesota

 

Refrigerated Foods

Grocery Products

 

83,000

 

Owned

 

 

Beijing, China

 

All Other

 

4,000

 

Leased

 

None

Bondurant, Iowa

 

Specialty Foods

 

99,000

 

Owned

 

 

Dayton, Ohio

 

Refrigerated Foods

Grocery Products

Specialty Foods

 

140,000

 

Owned

 

 

Eldridge, Iowa

 

Grocery Products

Specialty Foods

 

424,000

 

Leased

 

July 2019

Fresno, California

 

Refrigerated Foods

 

25,000

 

 

 

 

Nevada, Iowa

 

Refrigerated Foods

 

93,000

 

Owned

 

 

 

 

 

 

2,000

 

Leased

 

December 2009

Osceola, Iowa

 

Refrigerated Foods

 

233,000

 

Owned

 

 

Stockton, California

 

Grocery Products

 

232,000

 

Leased

 

July 2010

Tucker, Georgia

 

Grocery Products

Refrigerated Foods

Specialty Foods

 

96,000

 

Leased

 

September 2010

Vernon, California

 

Refrigerated Foods

 

118,000

 

Owned

 

 

Willmar, Minnesota

 

JOTS

 

112,000

 

Owned

 

 

 

 

 

 

 

 

 

 

 

Hog Confinement Buildings

 

 

 

 

 

 

 

 

Albin, Wyoming

 

Refrigerated Foods

 

458,000

 

Owned

 

 

Corcoran, California

 

Refrigerated Foods

 

816,000

 

Leased

 

December 2010

Las Animas, Colorado

 

Refrigerated Foods

 

653,000

 

Owned

 

 

Pine Bluffs, Wyoming

 

Refrigerated Foods

 

64,000

 

Owned

 

 

Snowflake, Arizona

 

Refrigerated Foods

 

1,506,000

 

Owned

 

 

 

 

 

 

 

 

 

 

 

Hatcheries

 

 

 

 

 

 

 

 

Barron, Wisconsin

 

JOTS

 

28,000

 

Owned

 

 

Detroit Lakes, Minnesota

 

JOTS

 

31,000

 

Owned

 

 

Henning, Minnesota

 

JOTS

 

22,000

 

Owned

 

 

 

 

 

 

 

 

 

 

 

Feed Mills

 

 

 

 

 

 

 

 

Albin, Wyoming

 

Refrigerated Foods

 

6,000

 

Owned

 

 

Atwater, Minnesota

 

JOTS

 

19,000

 

Owned

 

 

Barron, Wisconsin

 

JOTS

 

26,000

 

Owned

 

 

Corcoran, California

 

Refrigerated Foods

 

5,000

 

Leased

 

December 2010

Dawson, Minnesota

 

JOTS

 

37,000

 

Owned

 

 

Faribault, Minnesota

 

JOTS

 

25,000

 

Owned

 

 

Henning, Minnesota

 

JOTS

 

5,000

 

Owned

 

 

Northfield, Minnesota

 

JOTS

 

17,000

 

Owned

 

 

 

10



Table of Contents

 

Item 2. PROPERTIES - Continued

 

Location

 

Principal Segment (1)

 

Approximate Area
(Square Feet,
Unless Noted)

 

Owned or
Leased

 

Lease
Expiration
Date

 

 

 

 

 

 

 

 

 

Feed Mills (continued)

 

 

 

 

 

 

 

 

Perham, Minnesota

 

JOTS

 

26,000

 

Owned

 

 

Snowflake, Arizona

 

Refrigerated Foods

 

28,000

 

Owned

 

 

Swanville, Minnesota

 

JOTS

 

29,000

 

Owned

 

 

 

 

 

 

 

 

 

 

 

Turkey Farms

 

 

 

 

 

 

 

 

Minnesota and Wisconsin

 

JOTS

 

15,000(2)

 

Owned

 

 

 

 

 

 

 

 

 

 

 

Research and Development

 

 

 

 

 

 

 

 

Austin, Minnesota

 

All Segments

 

83,000

 

Owned

 

 

Shanghai, China

 

All Other

 

5,000

 

80.7% Owned

 

 

Willmar, Minnesota

 

JOTS

 

9,000

 

Owned

 

 

 

 

 

 

 

 

 

 

 

Administrative Offices

 

 

 

 

 

 

 

 

Austin, Minnesota

 

All Segments

 

231,000

 

Owned

 

 

Beijing, China

 

All Other

 

4,000

 

Leased

 

May 2010

Gainesville, Georgia

 

Refrigerated Foods

 

5,000

 

Leased

 

June 2014

Savannah, Georgia

 

Specialty Foods

 

14,000

 

Owned

 

 

Shanghai, China

 

All Other

 

11,000

 

Leased

 

July 2011

Spicer, Minnesota

 

JOTS

 

11,000

 

Leased

 

June 2011

Vernon, California

 

Refrigerated Foods

 

17,000

 

Leased

 

March 2014

Willmar, Minnesota

 

JOTS

 

21,000

 

Owned

 

 

 


(1)

Many of the Company’s properties are not exclusive to any one segment, and a few of the properties are utilized in all five segments. For locations that support multiple segments, but with a substantial percentage of activity attributable to certain segments, only the principal segments have been listed.

(2)

Acres

 

The Company’s production facility in Dubuque, Iowa, is under construction and is scheduled to begin manufacturing in January 2010.  The Company believes its operating facilities are well maintained and suitable for current production volumes, and expansion plans are in process to accommodate all volumes anticipated in the foreseeable future.

 

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 2009 fiscal year.

 

11



Table of Contents

 

PART II

 

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

 

The high and low sales prices of the Company’s common stock and the dividends per share declared for each quarter of fiscal 2009 and fiscal 2008, respectively, are shown below:

 

2009

 

High

 

Low

 

Dividend

 

First Quarter

 

$

31.87

 

$

24.84

 

$

0.190

 

Second Quarter

 

33.43

 

29.26

 

0.190

 

Third Quarter

 

36.36

 

29.17

 

0.190

 

Fourth Quarter

 

39.02

 

34.64

 

0.190

 

 

 

 

 

 

 

 

 

2008

 

High

 

Low

 

Dividend

 

First Quarter

 

$

41.82

 

$

34.90

 

$

0.185

 

Second Quarter

 

42.64

 

37.24

 

0.185

 

Third Quarter

 

41.98

 

33.99

 

0.185

 

Fourth Quarter

 

38.08

 

27.26

 

0.185

 

 

Additional information about dividends, principal market of trade, and number of stockholders on page 61 of the Annual Stockholders’ Report for the fiscal year ended October 25, 2009, 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 2009 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)

 

July 27, 2009 —
August 30, 2009

 

30,000

 

$

37.41

 

30,000

 

1,758,572

 

August 31, 2009 —
September 27, 2009

 

284,948

 

$

36.96

 

284,912

 

1,473,660

 

September 28, 2009 —
October 25, 2009

 

355,705

 

$

35.48

 

355,705

 

1,117,955

 

Total

 

670,653

 

$

36.19

 

670,617

 

 

 

 


(1)

The 36 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 fiscal years ended October 25, 2009, on page 17 of the Annual Stockholders’ Report for the fiscal year ended October 25, 2009, is incorporated herein by reference.

 

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

 

Information in the Management’s Discussion and Analysis of Financial Condition and Results of Operations on pages 18 through 35 of the Annual Stockholders’ Report for the fiscal year ended October 25, 2009, is incorporated herein by reference.

 

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Information on the Company’s exposure to market risk included in the Management’s Discussion and Analysis of Financial Condition and Results of Operations on pages 34 and 35 of the Annual Stockholders’ Report for the fiscal year ended October 25, 2009, is incorporated herein by reference.

 

12



Table of Contents

 

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

Consolidated Financial Statements, including unaudited quarterly data, on pages 39 through 60 and the Report of Independent Registered Public Accounting Firm on page 38 of the Annual Stockholders’ Report for the fiscal year ended October 25, 2009, are incorporated herein by reference.

 

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

 

None.

 

Item 9A.  CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

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

 

Internal Control over Financial Reporting

 

(a)                The report entitled “Management’s Report on Internal Control Over Financial Reporting” on page 36 of the Annual Stockholder’s Report for the fiscal year ended October 25, 2009, is incorporated herein by reference.

 

(b)               The report entitled “Report of Independent Registered Public Accounting Firm” on page 37 of the Annual Stockholder’s Report for the fiscal year ended October 25, 2009, is incorporated herein by reference.

 

(c)                During the fourth quarter of fiscal year 2009, there has been no changed 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.

 

PART III

 

Item 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

Information under “Item 1 - Election of Directors” on pages 2 through 4, information under “Board Independence” on pages 5 and 6, and information under “Board of Director and Committee Meetings” on pages 6 and 7 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 26, 2010, is incorporated herein by reference.

 

Information concerning Executive Officers is set forth in Part I, Item 1(f) of this Annual Report of Form 10-K, pursuant to Instruction 3 to Paragraph (b) of Item 401 of Regulation S-K.

 

Information under “Section 16(a) Beneficial Ownership Reporting Compliance,” on page 30 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 26, 2010, is incorporated herein by reference.

 

13



Table of Contents

 

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

 

Item 11.  EXECUTIVE COMPENSATION

 

Information commencing with “Executive Compensation” on page 13 through “Potential Payments Upon Termination at Fiscal 2009 Year End” on pages 29 and 30, and information under “Compensation of Directors” on pages 9 through 11 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 26, 2010, is incorporated herein by reference.

 

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

 

Information regarding the Company’s equity compensation plans as of October 25, 2009, is shown below:

 

Plan Category

 

Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights

 

Weighted-
Average
Exercise Price
of Outstanding
Options,
Warrants and
Rights

 

Number of Securities Remaining
Available for Future Issuance
under Equity Compensation
Plans (Excluding Securities
Reflected in Column (a))

 

 

 

(a)

 

(b)

 

(c)

 

 

 

 

 

 

 

 

 

Equity compensation plans approved by security holders

 

11,603,865

 

$

30.86

 

18,997,874

 

 

 

 

 

 

 

 

 

Equity compensation plans not approved by security holders

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

11,603,865

 

$

30.86

 

18,997,874

 

 

Information under “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Management” on pages 12 and 13 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 26, 2010, is incorporated herein by reference.

 

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

Information under “Related Party Transactions” on page 30 and “Board Independence” on pages 5 and 6 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 26, 2010, is incorporated herein by reference.

 

Item 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

 

Information under “Independent Registered Public Accounting Firm Fees” and “Audit Committee Preapproval Policies and Procedures” on pages 11 and 12 of the Company’s definitive proxy statement for the Annual Meeting of Stockholders to be held January 26, 2010, is incorporated herein by reference.

 

PART IV

 

Item 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

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

 

14



Table of Contents

 

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

 

December 16, 2009

 

 

 JEFFREY M. ETTINGER, Chairman of the

 

Date

 

 

 Board, President and Chief Executive Officer

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Name

 

Date

 

Title

 

 

 

 

 

/s/ JEFFREY M. ETTINGER

 

12/16/09

 

Chairman of the Board, President, Chief

JEFFREY M. ETTINGER

 

 

 

Executive Officer, and Director

 

 

 

 

(Principal Executive Officer)

 

 

 

 

 

/s/ JODY H. FERAGEN

 

12/16/09

 

Senior Vice President, Chief Financial

JODY H. FERAGEN

 

 

 

Officer, and Director

 

 

 

 

(Principal Financial Officer)

 

 

 

 

 

/s/ JAMES N. SHEEHAN

 

12/16/09

 

Vice President and Controller

JAMES N. SHEEHAN

 

 

 

(Principal Accounting Officer)

 

 

 

 

 

/s/ TERRELL K. CREWS*

 

12/16/09

 

Director

TERRELL K. CREWS

 

 

 

 

 

 

 

 

 

/s/ SUSAN I. MARVIN*

 

12/16/09

 

Director

SUSAN I. MARVIN

 

 

 

 

 

 

 

 

 

/s/ JOHN L. MORRISON*

 

12/16/09

 

Director

JOHN L. MORRISON

 

 

 

 

 

 

 

 

 

 

 

12/16/09

 

Director

ELSA A. MURANO

 

 

 

 

 

 

 

 

 

/s/ ROBERT C. NAKASONE*

 

12/16/09

 

Director

ROBERT C. NAKASONE

 

 

 

 

 

 

 

 

 

/s/ SUSAN K. NESTEGARD*

 

12/16/09

 

Director

SUSAN K. NESTEGARD

 

 

 

 

 

 

 

 

 

/s/ RONALD D. PEARSON*

 

12/16/09

 

Director

RONALD D. PEARSON

 

 

 

 

 

 

 

 

 

/s/ DAKOTA A. PIPPINS*

 

12/16/09

 

Director

DAKOTA A. PIPPINS

 

 

 

 

 

 

 

 

 

/s/ DR. HUGH C. SMITH*

 

12/16/09

 

Director

DR. HUGH C. SMITH

 

 

 

 

 

 

 

 

 

/s/ JOHN G. TURNER*

 

12/16/09

 

Director

JOHN G. TURNER

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*By: /s/ JAMES N. SHEEHAN

 

12/16/09

 

 

JAMES N. SHEEHAN,

 

 

 

 

as Attorney-In-Fact

 

 

 

 

 

15



Table of Contents

 

F-1

 

ANNUAL REPORT ON FORM 10-K

 

 

ITEM 15

 

LIST OF FINANCIAL STATEMENTS

 

FINANCIAL STATEMENT SCHEDULE

 

LIST OF EXHIBITS

 

 

FISCAL YEAR ENDED OCTOBER 25, 2009

 

HORMEL FOODS CORPORATION

 

Austin, Minnesota

 

16



Table of Contents

 

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 fiscal year ended October 25, 2009, are incorporated herein by reference in Item 8 of Part II of this report:

 

Consolidated Statements of Financial Position—October 25, 2009, and October 26, 2008.

 

Consolidated Statements of Operations—Fiscal Years Ended October 25, 2009, October 26, 2008, and October 28, 2007.

 

Consolidated Statements of Changes in Shareholders’ Investment—Fiscal Years Ended October 25, 2009, October 26, 2008, and October 28, 2007.

 

Consolidated Statements of Cash Flows—Fiscal Years Ended October 25, 2009, October 26, 2008, and October 28, 2007.

 

Notes to Financial Statements—October 25, 2009.

 

Report of Independent Registered Public Accounting Firm

 

FINANCIAL STATEMENT SCHEDULES

 

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

 

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

 

FINANCIAL STATEMENTS AND SCHEDULES OMITTED

 

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

 

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

 

17



Table of Contents

 

F-3

 

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

 

HORMEL FOODS CORPORATION

 

(In Thousands)

 

 

 

 

 

Additions

 

 

 

 

 

 

 

Balance at

 

Charged to

 

Charged to

 

 

 

Balance at

 

 

 

Beginning

 

Costs and

 

Other Accounts-

 

Deductions-

 

End of

 

Classification

 

of Period

 

Expenses

 

Describe

 

Describe

 

Period

 

 

 

 

 

 

 

 

 

 

 

 

 

Valuation reserve deduction from assets account:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal year ended

 

 

 

 

 

 

 

 

 

 

 

October 25, 2009

 

 

 

 

 

 

 

 

 

 

 

Allowance for

 

 

 

 

 

 

 

 

 

 

 

doubtful accounts

 

 

 

 

 

 

 

$

1,112

(1)

 

 

receivable

 

$

3,144

 

$

1,821

 

$

0

 

(211)

(2)

$

4,064

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal year ended

 

 

 

 

 

 

 

 

 

 

 

October 26, 2008

 

 

 

 

 

 

 

 

 

 

 

Allowance for