-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SXyCvaBCA3h62Pfju4H0Rtv//FKvJqgLBd72Lg4yyjew4eqUNJFKuA7S11ixkQIF cuF1/EHk0JUMqRIXfIBFUw== 0001047469-04-001632.txt : 20040123 0001047469-04-001632.hdr.sgml : 20040123 20040123091200 ACCESSION NUMBER: 0001047469-04-001632 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 20031025 FILED AS OF DATE: 20040123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HORMEL FOODS CORP /DE/ CENTRAL INDEX KEY: 0000048465 STANDARD INDUSTRIAL CLASSIFICATION: MEAT PACKING PLANTS [2011] IRS NUMBER: 410319970 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02402 FILM NUMBER: 04539195 BUSINESS ADDRESS: STREET 1: 1 HORMEL PL CITY: AUSTIN STATE: MN ZIP: 55912-3680 BUSINESS PHONE: 5074375737 MAIL ADDRESS: STREET 1: 1 HORMEL PLACE CITY: AUSTIN STATE: MN ZIP: 55912-3680 FORMER COMPANY: FORMER CONFORMED NAME: HORMEL GEO A & CO DATE OF NAME CHANGE: 19920703 10-K 1 a2125484z10-k.htm 10-K

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HORMEL FOODS CORPORATION TABLE OF CONTENTS

ANNUAL REPORT ON FORM 10-K

HORMEL FOODS CORPORATION

OCTOBER 25, 2003

LOGO




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-K

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

For the Fiscal Year Ended OCTOBER 25, 2003          Commission File No. 1-2402


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

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

1 HORMEL PLACE AUSTIN, MINNESOTA

 

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

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

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

COMMON STOCK, PAR VALUE $.0586 PER SHARE
Title of Each Class
  NEW YORK STOCK EXCHANGE
Name of Each Exchange
On Which Registered

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

NONE
(Title of Class)


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

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

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

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

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

      Common Stock, $.0586 Par Value—138,672,803 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 25, 2003, are incorporated by reference into Part I and Part II Items 5-8, and included as exhibit 13.1 filed herewith.

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



1



HORMEL FOODS CORPORATION

TABLE OF CONTENTS

 
   
PART I    
 
Item 1.

 

BUSINESS
 
Item 2.

 

PROPERTIES
 
Item 3.

 

LEGAL PROCEEDINGS
 
Item 4.

 

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

PART II

 

 
 
Item 5.

 

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

 

SELECTED FINANCIAL DATA
 
Item 7.

 

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

 

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Item 8.

 

FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
 
Item 9.

 

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

 

CONTROLS AND PROCEDURES

PART III

 

 
 
Item 10.

 

DIRECTORS AND EXECUTIVE OFFICERS OF THE AGREEMENT
 
Item 11.

 

EXECUTIVE COMPENSATION
 
Item 12.

 

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

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
Item 14.

 

PRINCIPAL ACCOUNTING FEES AND SERVICES

PART IV

 

 
 
Item 15.

 

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

SIGNATURES

2



PART I

Item 1.    BUSINESS

Available Information

The Company makes available, free of charge on its website at www.hormel.com, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. These reports are accessible under the "Investor" caption of the Company's website and are available as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission, which is within 24 hours.

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

(a)   General Development of Business

Hormel Foods Corporation, a Delaware corporation, was founded by George A. Hormel in 1891 in Austin, Minnesota, as George A. Hormel & Company. The Company started as a processor of meat and food products and continues in this line of business. The Company name was changed to Hormel Foods Corporation on January 31, 1995. The Company is primarily engaged in the production of a variety of meat and food products and the marketing of those products throughout the United States. Although pork and turkey remain the major raw materials for Hormel products, the Company has emphasized for several years the manufacture and distribution of branded, consumer packaged items rather than the commodity fresh meat business.

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

In fiscal 2001, the Jennie-O Turkey Store (JOTS) business was formed as a result of merging the Company's existing Jennie-O Foods, Inc. business with the operations of The Turkey Store Company, which was acquired in the second quarter of fiscal 2001. The Turkey Store Company was a turkey processing business headquartered in Barron, Wisconsin. The merged JOTS operation is currently the largest turkey processor in the world. JOTS markets its turkey products through its own sales force and independent brokers.

The acquisitions of Diamond Crystal Brands Nutritional Products in fiscal 2001 and the Century Foods International business in July of fiscal 2003 strengthened the Company's presence in the nutritional food products and supplements market. The Company currently operates as one of the largest companies providing nutritional products to the U.S. healthcare industry.

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

Internationally, the Company markets its products through Hormel Foods International Corporation (HFIC), a wholly owned subsidiary. HFIC has a presence in the international marketplace through joint ventures and placement of personnel in strategic foreign locations such as China, Spain, and the Philippines. HFIC also has a global presence with minority positions in food companies in Spain (Campofrio Alimentacion S.A., 15% holding) and the Philippines (Purefoods-Hormel, 40% holding).

3



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

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

(b)   Industry Segment

The Company's business is reported in five segments: Grocery Products, Refrigerated Foods, Jennie-O Turkey Store, Specialty Foods, and All Other. The contributions of each segment to net sales to unaffiliated customers and operating profit, and the presentation of certain other financial information by segment are reported in Note K of the Notes to Consolidated Financial Statements and in the Management's Discussion and Analysis of the Annual Stockholder's Report for the year ended October 25, 2003, incorporated herein by reference.

(c)   Description of Business

Products and Distribution

The Company's products primarily consist of meat and other food products. The meat products are sold fresh, frozen, cured, smoked, cooked and canned. The percentages of total revenues contributed by classes of similar products for the last three fiscal years of the Company are as follows:

 
  Year Ended
 
 
  October 25, 2003
  October 26, 2002
  October 27, 2001
 
Perishable meat   50.3 % 53.0 % 54.7 %
Nonperishable meat   18.9   19.8   21.0  
Poultry   22.1   22.6   20.3  
Other   8.7   4.6   4.0  
   
 
 
 
    100.0 % 100.0 % 100.0 %
   
 
 
 

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

Perishable meat includes fresh meats, sausages, hams, wieners and bacon (excluding JOTS products.) Nonperishable meat includes canned luncheon meats, shelf stable microwaveable entrees, stews, chilies, hash, meat spreads and other items that do not require refrigeration as well as frozen processed products. The Poultry category is composed primarily of JOTS products. The Other category primarily consists of nutritional food products and supplements, sugar and sugar substitutes, salt and pepper products, dessert mixes, food packaging (casings for dry sausage), and industrial gelatin products. The Other category has increased over the past two years primarily due to the following acquisitions: Century Foods International (July 2003), Diamond Crystal Brands (December 2002), and Diamond Crystal Brands Nutritional Products (April 2001).

No new product in fiscal 2003 required a material investment of Company assets.

Domestically, the Company sells its products in all 50 states. Hormel products are sold through Company sales personnel, operating in assigned territories coordinated from district sales offices located in most of the larger U.S. cities, as well as independent brokers and distributors. As of October 25, 2003, the Company had approximately 600 sales personnel engaged in selling its products. Distribution of products to customers is by common carrier.

4



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

Raw Materials

The Company has, for the past several years, been concentrating on processed branded products for consumers with year-round demand to minimize the seasonal variation experienced with commodity type products. Pork continues to be the primary raw material for Company products. Although hog producers are moving toward larger, more efficient year-round confinement operations and supply contracts are becoming increasingly prevalent in the industry, there is still a seasonal variation in the supply of fresh pork materials. The Company's expanding line of processed items has reduced but not eliminated the sensitivity of Company results to raw material supply and price fluctuations.

Livestock slaughtered by the Company is purchased by Company buyers and commission dealers at sale barns and terminal markets or under long-term supply contracts at locations principally in Minnesota, Illinois, Iowa, Nebraska, Colorado and South Dakota. The cost of livestock and the utilization of the Company's facilities are affected by both the level and the methods of pork production in the United States. The hog production industry has been rapidly moving to very large, vertically integrated, year-round confinement operations operating under long-term supply agreements. This has resulted in fewer hogs being available on the spot cash market, which decreases the supply of hogs on the open market and can severely diminish the utilization of slaughter facilities and increase the cost of the raw materials they produce. The Company, along with others in the industry, uses long-term supply contracts to manage the effects of this trend and to assure a stable supply of raw materials while minimizing extreme fluctuations in costs over the long-term. This may result in costs for live hogs that are either higher or lower than the spot cash market depending on the relationship of the cash spot market to contract prices. Contract costs are fully reflected in the Company's reported financial results. In fiscal 2003, the Company purchased 79 percent of its hogs under long-term supply contracts.

In fiscal 2003, JOTS raised approximately 57 percent of the turkeys needed to meet its raw material requirements for whole bird and processed turkey products. Turkeys not sourced within the Company are contracted with independent turkey growers. JOTS' turkey-raising farms are located throughout Minnesota and Wisconsin. Production costs in raising turkeys are primarily subject to fluctuations in feed grain prices and to a lesser extent fuel costs.

Manufacturing

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

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

5



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

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

Patents and Trademarks

There are numerous patents and trademarks that are important to the Company's business. The Company holds seven foreign and 47 U.S. issued patents. Some of the trademarks are registered and some are not. In recognition of the importance of these assets, the Company created a subsidiary, Hormel Foods, LLC, in 1998 to create, own, maintain and protect most of the Company's trademarks and patents. Some of the more significant owned or licensed trademarks used in the Company's segments are:

HORMEL, ALWAYS TENDER, AMERICAN CLASSICS, AUSTIN BLUES, BLACK LABEL, CARAPELLI, CHI-CHI'S, CURE 81, CUREMASTER, DAN'S PRIZE, DIAMOND CRYSTAL, DI LUSSO, DINTY MOORE, DUBUQUE, EL TORITO, FAST 'N EASY, HERB-OX, HERDEZ, HOMELAND, HOUSE OF TSANG, JENNIE-O TURKEY STORE, KID'S KITCHEN, LAYOUT, LITTLE SIZZLERS, MARRAKESH EXPRESS, MARY KITCHEN, OLD SMOKEHOUSE, PATAK'S, PELOPONNESE, PILLOW PACK, QUICK MEAL, RANGE BRAND, ROSA GRANDE, SANDWICH MAKER, SPAM, STAGG, SWEET THING, THICK & EASY and WRANGLERS.

Customers and Backlog Orders

During fiscal year 2003, no customer accounted for more than 10 percent of total Company sales. The five largest customers in each segment make up approximately the following percentage of segment sales: 39 percent of Grocery Products, 39 percent of Refrigerated Foods, 35 percent of JOTS, 51 percent of Specialty Foods, and 27 percent of All Other. The loss of one or more of the top customers in any of these segments could have a material adverse effect on the results of such segment. Backlog orders are not significant due to the perishable nature of a large portion of the products. Orders are accepted and shipped on a current basis.

Competition

The production and sale of meat and food products in the United States and internationally are highly competitive. The Company competes with manufacturers of pork and turkey products, as well as national and regional producers of other meat and protein sources, such as beef, chicken and fish. The Company believes that its largest domestic competitors for its Refrigerated Foods segment in 2003 were Tyson Foods, Smithfield Foods and ConAgra Foods; for its Grocery Products segment, ConAgra Foods, Dial Corp. and Campbell Soup Co.; and for JOTS, ConAgra Foods and Cargill, Inc.

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

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

6


Research and Development

Research and development continues to be a vital part of the Company's strategy to extend existing brands and expand into new branded items. The expenditures for research and development for fiscal 2003, 2002 and 2001, respectively, were $13,165,000, $12,097,000 and $11,478,000. There are 42 professional employees engaged in full time research, 19 in the area of improving existing products and 23 in developing new products.

Employees

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

(d)    Executive Officers of the Registrant

Name

  Age
  Current Office and Previous Five Years Experience
  Dates
  Year
First
Elected
Officer


Joel W. Johnson

 

60

 

Chairman of the Board, President and Chief
    Executive Officer

 

12/08/95 to Present

 

1991

Michael J. McCoy

 

56

 

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

 

10/29/01 to Present

05/01/00 to 10/28/01

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

 

1996

Gary J. Ray

 

57

 

Executive Vice President Refrigerated Foods
Executive Vice President Operations

 

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

 

1988

Eric A. Brown

 

57

 

Group Vice President Prepared Foods

 

12/02/96 to Present

 

1987

Steven G. Binder

 

46

 

Group Vice President Foodservice
Vice President Foodservice
Director Foodservice Sales

 

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

 

1998

Richard A. Bross

 

52

 

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

 

10/29/01 to Present

11/01/99 to 10/28/01

01/30/95 to 10/31/99

 

1995

Jeffrey M. Ettinger

 

45

 

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

 

03/03/03 to Present


10/29/01 to 03/02/03


04/30/01 to 10/28/01


01/31/00 to 04/29/01

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

 

1998

7



Ronald W. Fielding

 

50

 

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

 

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

 

1997

James A. Jorgenson

 

59

 

Senior Vice President Corporate Staff
Vice President Human Resources

 

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

 

1990

Mahlon C. Schneider

 

64

 

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

 

11/01/99 to Present

11/19/90 to 10/31/99

 

1990

Thomas R. Day

 

45

 

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

 

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

 

2000

Forrest D. Dryden

 

60

 

Vice President Research and Development

 

01/26/87 to Present

 

1987

Jody H. Feragen

 

47

 

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

 

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

 

2000

Dennis B. Goettsch

 

50

 

Vice President Foodservice Marketing
Director Foodservice Marketing

 

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

 

2000

Daniel A. Hartzog

 

52

 

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

 

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

09/19/88 to 07/02/00

 

2000

Kurt F. Mueller

 

47

 

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

 

11/01/99 to Present

02/03/97 to 10/31/99

 

1999

Gary C. Paxton

 

58

 

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

 

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

 

1992

Larry J. Pfeil

 

54

 

Vice President Engineering
Director of Engineering
Corporate Manager Engineering

 

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

 

1999

Douglas R. Reetz

 

49

 

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

 

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

 

1999

James N. Sheehan

 

48

 

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

 

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

07/28/97 to 09/20/98

 

1999

8



William F. Snyder

 

46

 

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

 

11/01/99 to Present

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

 

1999

James M. Splinter

 

41

 

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

 

06/02/03 to Present

04/30/01 to 06/01/03

09/06/99 to 04/29/01

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

 

2003

Joe C. Swedberg

 

48

 

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

 

06/02/03 to Present

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

 

1999

Larry L. Vorpahl

 

40

 

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

 

12/01/03 to Present

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

 

1999

James W. Cavanaugh

 

54

 

Corporate Secretary and Senior Attorney
Assistant Secretary and Senior Attorney

 

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

 

2001

No family relationship exists among the executive officers.

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

9



Item 2.    PROPERTIES

Location

  Approximate
Floor Space
(Square Feet)
Unless Noted

  Owned or
Leased

  Lease
Expiration
Date

Hormel Foods Corporation            
 
Slaughtering and Processing Plants

 

 

 

 

 

 
   
Austin, Minnesota

 

1,292,000

 

Owned

 

 
    Fremont, Nebraska   655,000   Owned    
 
Processing Plants

 

 

 

 

 

 
   
Algona, Iowa

 

153,000

 

Owned

 

 
    Aurora, Illinois   141,000   Owned    
    Beloit, Wisconsin   339,000   Owned    
    Ft. Dodge, Iowa   17,000   Owned    
    Houston, Texas   93,000   Owned    
    Knoxville, Iowa   130,000   Owned    
    Osceola, Iowa   334,000   Owned    
    Quakertown, Pennsylvania   13,000   Owned    
    Rochelle, Illinois   440,000   Owned    
    Sparta, Wisconsin   185,000   Owned    
    Stockton, California   139,000   Owned    
    Tucker, Georgia   259,000   Owned    
    Wichita, Kansas   80,000   Owned    
 
Warehouse/Distribution Centers

 

 

 

 

 

 
   
Austin, Minnesota—Annex

 

83,000

 

Owned

 

 
    Dayton, Ohio   140,000   Owned    
    Eldridge, Iowa   280,000   Leased   October, 2005
    Osceola, Iowa   233,000   Owned    
    Stockton, California   232,000   Leased   July, 2004
    Tucker, Georgia   96,000   Leased   October, 2004
 
Research and Development Center

 

 

 

 

 

 
   
Austin, Minnesota

 

59,000

 

Owned

 

 
 
Corporate Offices

 

 

 

 

 

 
   
Austin, Minnesota

 

203,000

 

Owned

 

 

Dan's Prize, Inc.

 

 

 

 

 

 
   
Browerville, Minnesota—Plant

 

52,000

 

Owned

 

 
    Long Prairie, Minnesota—Plant   80,000   Owned    

Jennie-O Turkey Store, Inc.

 

 

 

 

 

 
 
Plants

 

 

 

 

 

 
    Barron, Wisconsin   372,000   Owned    
    Faribault, Minnesota   169,000   Owned    
    Marshall, Minnesota   142,000   Owned    
    Melrose, Minnesota   124,000   Owned    
    Montevideo, Minnesota   85,000   Owned    
    Pelican Rapids, Minnesota   242,000   Owned    
    Willmar, Minnesota   419,000   Owned    

10


 
Feed Mills

 

 

 

 

 

 
    Atwater, Minnesota   19,000   Owned    
    Barron, Wisconsin   26,000   Owned    
    Dawson, Minnesota   37,000   Owned    
    Faribault, Minnesota   21,000   Owned    
    Henning, Minnesota   5,000   Owned    
    Northfield, Minnesota   17,000   Owned    
    Perham, Minnesota   26,000   Owned    
    Swanville, Minnesota   29,000   Owned    
 
Other

 

 

 

 

 

 
    Barron, Wisconsin—Hatchery   37,000   Owned    
    Detroit Lakes, Minnesota—Hatchery   24,000   Owned    
    Henning, Minnesota—Hatchery   22,000   Owned    
    Melrose, Minnesota—Warehouse   10,000   Owned    
    Turkey Farms   *14,600   Owned    
    Willmar, Minnesota—Warehouses   25,000   Owned    

Vista International Packaging, Inc.

 

 

 

 

 

 
   
Kenosha, Wisconsin—Plant

 

61,000

 

Owned

 

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

Mountain Prairie, LLC

 

 

 

 

 

 
   
Las Animas, Colorado—Hog Confinement Buildings

 

707,000

 

Owned

 

 

Beijing Hormel Foods Co. Ltd.

 

 

 

 

 

 
   
Beijing, China—Plant

 

68,000

 

76.4% Owned

 

 

Shanghai Hormel Foods Co. Ltd.

 

 

 

 

 

 
   
Shanghai, China—Plant

 

38,000

 

79.4% Owned

 

 

Diamond Crystal Brands, Inc.

 

 

 

 

 

 
   
Bondurant, Iowa—Plant

 

68,000

 

Owned

 

 
    Mitchellville, Iowa—Plants   81,000   Owned    
    Perrysburgh, Ohio   183,000   Owned    
    Savannah, Georgia   353,000   Owned    
    Visalia, California   107,000   Owned    

*
Acres

Many of these properties are not exclusive to any one of the Company's segments and a few of the properties are utilized in all five segments of the Company. The Company has renovation or building projects in progress at Austin, Minnesota; Fremont, Nebraska; Rochelle, Illinois; Osceola, Iowa; Los Animas, Colorado; and at various JOTS locations. The Company believes its operating facilities are well maintained and suitable for current production volumes and all volumes anticipated in the foreseeable future.


Item 3.    LEGAL PROCEEDINGS

The Company knows of no pending material legal proceedings.


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

No matters were submitted to shareholders during the fourth quarter of the 2003 fiscal year.

11



PART II

Item 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

The high and low closing price of the Company's Common Stock and the dividends per share declared for each fiscal quarter of 2003 and 2002, respectively, are shown below:

2003

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

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

Additional information about dividends, principal market of trade and number of stockholders on page 45 of the Annual Stockholders' Report for the year ended October 25, 2003, is incorporated herein by reference. The Company's Common Stock has been listed on the New York Stock Exchange since January 16, 1990.


Item 6.    SELECTED FINANCIAL DATA

Selected Financial Data for the five years ended October 25, 2003, on page 16 of the Annual Stockholders' Report for the year ended October 25, 2003, is incorporated herein by reference.


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

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


Item 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information on the Company's exposure to market risk is included in the Management's Discussion and Analysis of Financial Condition and Results of Operations on pages 27 and 28 of the Annual Stockholders' Report for the year ended October 25, 2003, is incorporated herein by reference.


Item 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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


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

None.

12




Item 9A.    CONTROLS AND PROCEDURES


(a)
Disclosure Controls and Procedures.    As of the end of the period covered by this report (the "Evaluation Date"), we carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")). Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were adequately designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms.


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


PART III

Item 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

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

Information under "Section 16(a) Beneficial Ownership Reporting Compliance," on page 17 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 27, 2004, is incorporated herein by reference.

The Company has adopted a Code of Ethical Business Conduct in compliance with applicable rules of the Securities and Exchange Commission that applies to its principal executive officer, its principal financial officer and its principal accounting officer or controller, or persons performing similar functions. A copy of the Code of Ethical Business Conduct is available on the Company's website at, www.hormel.com, free of charge, under the caption, "Corporate."


Item 11.    EXECUTIVE COMPENSATION

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


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

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

13




Item 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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


Item 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES

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


PART IV

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

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

(b)
The following reports on Form 8-K were filed during the fourth quarter:

    Form 8-K was filed on August 1, 2003, announcing a January 24, 2004 retirement of Eric Brown, Group Vice President of Prepared Foods and member of the Board of Directors.

    Form 8-K was furnished on August 21, 2003, disclosing the issuance of the Company's earnings release for the third quarter ended July 26, 2003.

    Form 8-K was filed on October 7, 2003, announcing union workers from five of the Company's production facilities voted to ratify a new four-year labor contract.

    Form 8-K was filed on October 23, 2003, announcing the Company entered into an unsecured 3-year revolving credit facility in the amount of $150,000,000, which replaced an existing $150,000,000 credit facility entered into on October 25, 2001.

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

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

14



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

HORMEL FOODS CORPORATION    

By:

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

 

Date: January 23, 2004

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Each person whose signature to this report on Form 10-K appears below hereby constitutes and appoints each of Michael J. McCoy, Jody H. Feragen and Mark P. Kalvoda as his or her true and lawful attorney-in-fact and agent, with full power of substitution, to sign on his or her behalf individually and in the capacity stated below and to perform any acts necessary to be done in order to file the Annual Report on Form 10-K and all amendments to this report on Form 10-K, and any and all instruments or documents filed as part of or in connection with this report on Form 10-K or the amendments hereto, and each of the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent, or his substitutes, shall do or cause to be done by virtue hereof.

Name
  Date
  Title

 

 

 

 

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

/s/  
MICHAEL J. McCOY      
MICHAEL J. McCOY

 

1/23/04

 

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

/s/  
GARY J. RAY*      
GARY J. RAY

 

1/23/04

 

Executive Vice President Refrigerated Foods And Director

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

 

1/23/04

 

Group Vice President Prepared Foods And Director

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

 

1/23/04

 

Director

15



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

 

1/23/04

 

Director

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

 

1/23/04

 

Director

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

 

1/23/04

 

Director

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

 

1/23/04

 

Director

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

 

1/23/04

 

Director

    

JOHN L. MORRISON

 

 

 

Director

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

 

1/23/04

 

Director

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

 

1/23/04

 

Director

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

 

1/23/04

 

Director

 

 

 

 

 

 

 

*By:

 

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

 

1/23/04

 

 

16


ANNUAL REPORT ON FORM 10-K

ITEM 15 (a) (1), (2), AND (3) AND ITEM 15 (c) AND (d)

LIST OF FINANCIAL STATEMENTS

FINANCIAL STATEMENT SCHEDULE

LIST OF EXHIBITS

YEAR ENDED OCTOBER 25, 2003

HORMEL FOODS CORPORATION

Austin, Minnesota

17


Item 15(a) (1), (2) and (3) and Item 15 (c) and (d)


LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

HORMEL FOODS CORPORATION

FINANCIAL STATEMENTS

The following consolidated financial statements of Hormel Foods Corporation included in the Annual Stockholders' Report for the Registrant to its stockholders for the year ended October 25, 2003, are incorporated herein by reference in Item 8 of Part II of this report:

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

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

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

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

Notes to Financial Statements—October 25, 2003.

Report of Independent Auditors

FINANCIAL STATEMENT SCHEDULES

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

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

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

FINANCIAL STATEMENTS AND SCHEDULES OMITTED

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

18



SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

HORMEL FINANCIAL SERVICES CORPORATION

(In Thousands)

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

  Charged to
Costs and
Expenses

  Charged to
Other Accounts—
Describe

  Deductions—
Describe

  Balance at
End of
Period

Valuation reserve deduction from assets account:                              

Fiscal year ended October 25, 2003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

Fiscal year ended October 26, 2002

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Allowance for doubtful accounts receivable   $ 1,393   $ 1,638   $ 0   $
1,674
(36
  (1)
)(2)
$ 1,393

Fiscal year ended October 27, 2001

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Allowance for doubtful accounts receivable   $ 1,273   $ 1,041   $ 120 (3) $
1,112
(71
  (1)
)(2)
$ 1,393

Note (1)—Uncollectible accounts written off.

Note (2)—Recoveries on accounts previously written off.

Note (3)—Increase in the reserve due to the inclusion of The Turkey Store Company accounts receivable.

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

19



LIST OF EXHIBITS

HORMEL FOODS CORPORATION

Number

  Description of Document

2.1

(1)

Agreement and Plan of Merger and Plan of Reorganization dated January 22, 2001, by and among Hormel, Badger Acquisition Corporation, Jerome Foods, Inc. and Jerome K. Jerome. (Incorporated by reference to Hormel's Current Report on Form 8-K dated March 9, 2001, File No. 001-02402.)

3.1

(1)

Certificate of Incorporation as amended to date. (Incorporated by reference to Exhibit 3A-1 to Hormel's Annual Report on Form 10-K/A for the fiscal year ended October 28, 2000, File No. 001-02402.)

3.2

(1)

Bylaws as amended to date. (Incorporated by reference to Exhibit 3.2 to Hormel's Amendment No. 3 to Registration Statement on Form S-4, dated November 29, 2001, File No. 333-68498.)

4.1

(1)

Indenture dated as of June 1, 2001, between Hormel and U.S. Bank Trust National Association, as Trustee relating to certain outstanding debt securities. (Incorporated by reference to Exhibit 4.1 to Hormel's Registration Statement on Form S-4 dated, August 28, 2001, File No. 333-68498.)

4.2

(1)

Supplemental Indenture No. 1 dated as of June 4, 2001, to Indenture dated as of June 1, 2001, between Hormel and U.S. Bank Trust National Association, as Trustee, relating to certain outstanding debt securities. (Incorporated by reference to Exhibit 4.2 to Hormel's Registration Statement on Form S-4 dated August 28, 2001, File No. 333-68498.)

4.3

(1)

Letter of Representations dated June 5, 2001, among Hormel, U.S. Bank Trust National Association, as Trustee, and The Depository Trust Company relating to certain outstanding debt securities of Hormel. (Incorporated by reference to Exhibit 4.3 to Hormel's Registration Statement on Form S-4 dated August 28, 2001, File No. 333-68498.)

4.4

(1)

Pursuant to Item 601 (b)(4)(iii) of Regulation S-K, copies of instruments defining the rights of holders of certain long-term debt are not filed. Hormel agrees to furnish copies thereof to the Securities and Exchange Commission upon request.

10.1

(1)

U.S. $150,000,000 Credit Agreement, dated as of October 20, 2003, between Hormel, the banks identified on the signature pages thereof, and Citicorp U.S.A. Inc., as Administrative Agent. (Incorporated by Reference to Exhibit 10.1 to Hormel's Current Report on Form 8-K dated October 23, 2003.)

10.2

(1)(3)

Hormel Foods Corporation Operators' Shares Incentive Compensation Plan. (Incorporated by Reference to Appendix A to Hormel's definitive Proxy Statement filed on December 30, 1997, File No. 001-02402.)

10.3

(1)(3)

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

10.4

(1)(3)

Hormel Foods Corporation 2000 Stock Incentive Plan. (Incorporated by Reference to Exhibit A to Hormel's definitive Proxy Statement filed on December 30, 1999, File No. 001-02402.)

20



10.5

(1)(3)

Hormel Foods Corporation Long-Term Incentive Plan. (Incorporated by Reference to Appendix B to Hormel's definitive Proxy Statement filed on December 30, 1997, File No. 001-02402.)

10.6

(1)(3)

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

10.7

(1)(3)

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

10.8

(1)

Form of Indemnification Agreement for Directors and Officers. (Incorporated by Reference to Exhibit 10.8 to Hormel's Annual Report on Form 10-K for the fiscal year ended October 26, 2002, file No. 001-02402.)

11.1

(1)

Statement re computation of per share earnings. (Incorporated by reference to Consolidated Statements of Operations and Note A of the Notes to Consolidated Financial Statements set forth in Exhibit 13.1 to the Annual Report to Stockholders for fiscal year ended October 25, 2003, dated October 25, 2003, File No. 001-02402.)

13.1

(2)

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

21.1

(2)

Subsidiaries of the Registrant.

23.1

(2)

Consent of Independent Auditors.

24.1

(2)

Power of Attorney.

31.1

(2)

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

31.2

(2)

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

32.1

(2)

Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1

(2)

Cautionary Statement Regarding Forward-Looking Statements and Risk Factors.

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

(2)
These Exhibits transmitted via EDGAR.

(3)
Management compensatory plan

21



EX-13.1 3 a2125484zex-13_1.htm EX-13.1

EXHIBIT 13.1

SELECTED PAGES OF 2003 ANNUAL REPORT TO STOCKHOLDERS

 

Selected Financial Data

 

(In Thousands, Except Per Share Amounts)

 

2003

 

2002

 

2001

 

2000

 

1999

 

 

 

 

 

 

 

 

 

 

 

 

 

Operations

 

 

 

 

 

 

 

 

 

 

 

Net Sales*

 

$

4,200,328

 

$

3,910,314

 

$

3,885,244

 

$

3,473,849

 

$

3,157,915

 

Net Earnings

 

185,779

 

189,322

 

182,441

 

170,217

 

163,438

 

Percent of Sales

 

4.42

%

4.84

%

4.70

%

4.90

%

5.18

%

Wage Costs

 

730,161

 

668,420

 

617,693

 

528,746

 

503,890

 

Total Taxes (Excluding Payroll Tax)

 

118,157

 

118,671

 

114,589

 

105,537

 

100,381

 

Depreciation and Amortization

 

88,020

 

83,238

 

90,193

 

65,886

 

64,656

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial Position

 

 

 

 

 

 

 

 

 

 

 

Working Capital

 

$

381,984

 

$

552,059

 

$

463,078

 

$

368,484

 

$

414,736

 

Properties (Net)

 

701,342

 

652,678

 

679,930

 

541,549

 

505,624

 

Total Assets

 

2,393,121

 

2,220,196

 

2,162,698

 

1,641,940

 

1,685,585

 

Long-term Debt

 

 

 

 

 

 

 

 

 

 

 

Less Current Maturities

 

395,273

 

409,648

 

462,407

 

145,928

 

184,723

 

Shareholders’ Investment

 

1,252,735

 

1,115,255

 

995,881

 

873,877

 

841,142

 

 

 

 

 

 

 

 

 

 

 

 

 

Per Share of Common Stock**

 

 

 

 

 

 

 

 

 

 

 

Net Earnings – Basic

 

1.34

 

1.36

 

1.32

 

1.21

 

1.12

 

Net Earnings – Diluted

 

1.33

 

1.35

 

1.30

 

1.20

 

1.11

 

Dividends

 

0.42

 

0.39

 

0.37

 

0.35

 

0.33

 

Shareholders’ Investment

 

9.04

 

8.06

 

7.18

 

6.31

 

5.89

 

 


*      Adjusted for the impact of EITF 01-9, “Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products).” EITF 01-9 relates to the income statement classification of advertising and promotional costs. The company applied the consensus as of the beginning of fiscal 2002, and reclassified certain marketing expenses as reductions of revenue. The marketing expenses that were reclassified included consumer coupon redemption, off-invoice allowances, and various marketing performance funds. There was no impact to operating income or net earnings. The impact of the reclassification on other years presented was a reduction in net sales of the following amounts in respective years: $238,868 in 2001, $201,283 in 2000, and $199,842 in 1999.

 

** Per share figures have been restated to give effect for the two-for-one stock split which was approved by the shareholders at the Annual Meeting on January 25, 2000.

 

16



 

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations
(In Thousands of Dollars, Except Per Share Amounts)

 

Critical Accounting Policies

Hormel Foods’ discussion and analysis of its financial condition and results of operations are based upon the company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The company evaluates, on an ongoing basis, its estimates for reasonableness as changes occur in its business environment. The company bases its estimates on experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

Critical accounting policies are defined as those that are reflective of significant judgments, estimates, and uncertainties, and potentially result in materially different results under different assumptions and conditions. Hormel Foods believes the following are its critical accounting policies:

 

Inventory valuation: The company values its pork inventories at USDA market prices. When the carcasses are disassembled and transferred from primal processing to various manufacturing departments, the USDA market price, as adjusted by the company for product specifications and further processing, becomes the basis for calculating inventory values. In addition, substantially all inventoriable expenses, packaging, and supplies are valued by the last-in, first-out method.

 

Turkey raw materials are represented by the deboned meat quantities realized at the end of the boning lines. The company values these raw materials using a concept referred to as the “meat cost pool.” The meat cost pool is determined by combining the cost to grow turkeys with processing costs, less any net sales revenue from by-products created from the processing and not used in producing company products. The company has developed a series of ratios using historical data and current market conditions (which themselves involve estimates and judgment determinations by the company) to allocate the meat cost pool to each meat component. In addition, substantially all inventoriable expenses, meat, packaging, and supplies are valued by the last-in, first-out method.

 

Goodwill and other intangibles: The company adopted the provisions of Statement of Financial Accounting Standard (SFAS) No. 142 “Goodwill and Other Intangible Assets” in July 2001. Under the guidance of SFAS No. 142, identifiable intangible assets are amortized over their useful life unless the useful life is determined to be indefinite. The useful life of an identifiable intangible asset is based on an analysis of several factors including: contractual, regulatory, or legal obligations; demand; competition; and industry trends. Goodwill and indefinite-lived intangible assets are no longer amortized but are tested at least annually for impairment.

 

The company tests goodwill and other indefinite-lived intangible assets for impairment on an annual basis. The goodwill impairment test is a two-step process. First, the fair value of each reporting unit is compared with the carrying amount of the reporting unit, including goodwill. The estimated fair value of the reporting unit is determined on the basis of discounted cash flow. If the carrying value exceeds fair value of the reporting unit, then a second step must be completed in order to determine the amount of goodwill impairment that should be recorded. In the second step, the implied fair value of the reporting unit’s goodwill is determined by allocating the reporting unit’s fair value to all of its assets and liabilities other than goodwill in a manner similar to a purchase price allocation. The resulting implied fair value of the goodwill that results from the application of this second step is then compared to the carrying amount of the goodwill and an impairment charge is recorded for the difference. Annual impairment testing for indefinite-lived intangible assets compares the fair value and carrying value of the intangible. The fair value of indefinite-lived intangible assets is determined on the basis of discounted cash flows. If the carrying value exceeds fair value, the indefinite-lived intangible asset is considered impaired and an impairment charge is recorded for the difference. Intangible assets that are subject to amortization are evaluated for impairment using a process similar to that used to evaluate elements of long-lived assets.

 

The assumptions used in the estimate of fair value are consistent with historical performance and the estimates and assumptions used in determining future profit plans for each reporting unit. The company reviews product growth patterns, market share information, industry trends, changes in distribution channels, and economic indicators in determining the estimates and assumptions used to develop cash flow and profit plan assumptions.

 

Accrued promotional expenses: Accrued promotional expenses are unpaid liabilities for customer promotional programs in process or completed as of the end of the fiscal year. There are two components to these liabilities: promotional contractual accruals and voluntary performance accruals. Promotional contractual accruals are based on agreements with customers for defined performance. The liability relating to these agreements is based on a review of the outstanding contracts on which performance has taken place, but for which the promotional payments relating to such contracts remain unpaid as of the end of the fiscal year. Voluntary performance accruals are funded through customer purchases and are based on historical promotional expenditure rates by product line. Significant estimates used to determine these liabilities include the level of customer performance and the historical promotional expenditure rate versus contracted rates.

 

Employee benefit plans: The company incurs expenses relating to employee benefits such as noncontributory defined benefit pension plans and postretirement health care benefits. In accounting for these employment costs, management must make a variety of assumptions and estimates including mortality rates, discount rates,

 

17



 

overall company compensation increases, expected return on plan assets, and health care cost trend rates. The company considers historical data as well as current facts and circumstances when determining these estimates. The company uses third-party specialists to assist management in the determination of these estimates and the calculation of certain employee benefit expenses.

 

Results of Operations

Overview

 

The company is a processor of branded and unbranded food products for the retail, foodservice, and fresh customer markets. The company operates in the following five segments:

 

Segment

 

Business Conducted

 

 

 

Grocery Products

 

This segment consists primarily of the processing, marketing, and sale of shelf-stable food products sold predominantly in the retail market.

 

 

 

 

Refrigerated Foods

 

This segment includes the Meat Products and Foodservice business units. This segment consists primarily of the processing, marketing, and sale of branded and unbranded pork products for the retail, foodservice, and fresh customer markets. This segment also includes the company’s 50 percent interest in the Precept Foods joint venture, which offers fresh case-ready pork and beef products to its retail customers.

 

 

 

Jennie-O Turkey Store

 

This segment consists primarily of the processing, marketing, and sale of branded and unbranded turkey products for the retail, foodservice, and fresh customer markets.

 

 

 

Specialty Foods

 

This segment includes the Diamond Crystal Brands (acquired in December 2002), Century Foods International (acquired in July 2003), Hormel HealthLabs, and Specialty Products operating segments. This segment consists of the packaging and sale of various sugar and sugar substitute products, salt and pepper products, dessert mixes, gelatin products, and private label canned meats to retail and foodservice customers. This segment also includes the processing, marketing, and sale of nutritional food products and supplements to hospitals, nursing homes, and other marketers of nutritional products.

 

 

 

All Other

 

This segment includes the Dan’s Prize, Inc., Vista International Packaging, Inc., and Hormel Foods International operating segments. These businesses produce, market, and sell beef products and food packaging (i.e., casings for dry sausage), and manufacture, market, and sell company products internationally. This segment also includes various miscellaneous corporate sales.

 

Fiscal Years 2003 and 2002

 

The first half of fiscal 2003 provided many of the same challenges the company faced in the prior year, of which the most significant was an oversupply of protein inventory in the marketplace. This market condition created significant pricing pressure on the company’s turkey and pork businesses, impacting the Jennie-O Turkey Store and Refrigerated Foods segments, respectively. The oversupply subsided in the second half of the year, greatly improving margins within these segments. However, as protein supplies in the second half of fiscal 2003 decreased, pork and beef raw material costs significantly increased resulting in lower than expected margins within the company’s Grocery Products’ portfolio.

 

The company continuously adapts to these changing livestock supply conditions. In addition, the company is constantly adapting to changes in consumer preferences, primarily through enhancement of its value-added portfolio of products. Considerable attention to these two areas provides the company the ability to compensate for difficult market conditions and achieve strong financial results even through difficult market conditions.

 

Consolidated Results

 

Net Earnings: Net earnings for the fourth quarter of fiscal 2003 were $70,365, an increase of 3.5 percent compared to earnings of $67,970 for the same period last year. Diluted earnings per share were $.50 compared to $.49 for the same period last year. The fourth quarter of fiscal 2003 includes an expense of $.01 per share relating to the company’s adoption of the fair value method of recording stock options expense contained in SFAS No. 123. The company transitioned to fair value stock option accounting using the prospective method described in SFAS No. 148. All stock options granted in fiscal year 2003 and thereafter will be expensed over the vesting period of the options, generally four years, based on the fair value at the date the options are granted. The company expects this adoption will generate stock option expense of $.02 per diluted share in fiscal 2004.

 

Net earnings for the year decreased 1.9 percent to $185,779 from $189,322 in fiscal 2002. Diluted earnings per share for the same period decreased to $1.33 from $1.35 in the prior year.

 

Sales: Net sales for the fourth quarter increased to $1,169,881 from $1,038,895 in 2002, an increase of 12.6 percent. Net sales for the twelve months in fiscal 2003 increased 7.4 percent to $4,200,328 compared to $3,910,314 last year. Net sales for the fourth quarter and twelve months of fiscal 2003 were impacted by the Diamond Crystal Brands and Century Foods International acquisitions, which occurred in December 2002 and July 2003, respectively.

 

Tonnage volume for the current quarter increased 3.3 percent to 906,183 from 877,469 last year. Tonnage volume for the year increased 2.6 percent to 3,400,265 from 3,313,010 in the prior year. Tonnage volume for the fourth quarter and twelve months of fiscal 2003 were impacted by the Diamond Crystal Brands and Century Foods International acquisitions.

 

Increased volume resulting from the acquisitions of Diamond Crystal Brands and Century Foods International more than offset the lost tonnage resulting from the discontinuance of hog processing at the company’s Rochelle, Ill., facility. The percentage increase in

 

18



 

sales dollars exceeded tonnage gains for the quarter and year primarily as a result of easing pricing pressures in the protein market, allowing the company to raise prices during the second half of the year as industry supplies returned to more normal levels. Also contributing to this trend was the company’s continued success in growing its value-added product lines, while lessening its percentage of commodity items.

 

Gross Profit: Gross profits were $295,353 and $1,013,153 for the quarter and year, respectively, compared to $265,734 and $962,853 last year. As a percent of net sales, gross profit decreased to 25.2 and 24.1 percent for the current quarter and year, respectively, compared to 25.6 and 24.6 percent for the prior year periods. Overshadowing the successes in many of the company’s branded product lines were the challenges relating to the oversupply of commodity turkey meat in the marketplace. The turkey market strengthened significantly in the fourth quarter of fiscal 2003 after a very challenging first nine months; however, fourth quarter market conditions remained below those of the prior year. Higher retiree medical costs also contributed to lower gross margins.

 

The company believes the turkey markets will continue to move toward more normal market conditions in fiscal 2004, positively impacting the company’s gross profit. Gross profit should also be enhanced as the company continues to sell a higher percentage of value-added products; however business costs, such as retiree medical expenses, will continue to increase and may suppress much of these enhancements.

 

Selling and Delivery: Selling and delivery expenses for the fourth quarter and year were $144,083 and $583,964, respectively, compared to $133,352 and $558,354 last year. As a percent of net sales, selling and delivery expenses decreased to 12.3 and 13.9 percent for the quarter and year, respectively, compared to 12.8 and 14.3 percent in 2002. The increase in selling and delivery expenses over the prior year is primarily due to fiscal 2003 acquisitions. Marketing expenses increased $2,809 and decreased $4,226 for the quarter and year, respectively, compared to the prior year. The twelve-month decrease in spending reflects adjustments the company made earlier in the year as Jennie-O Turkey Store and Refrigerated Foods dealt with the difficult protein markets. Impacting the percentages of selling and delivery expense, primarily in the fourth quarter, was a significant rebound in pork prices over the prior year creating lower expenses as a percent of net sales. The company expects these expenses to increase to approximately 14.1 percent of net sales in fiscal 2004 due to planned increases in marketing expenses.

 

Administrative and General: Administrative and general expenses were $35,182 and $124,665 for the quarter and year, respectively, compared to $24,421 and $93,990 last year. As a percent of net sales, administrative and general expenses for the quarter and year were 3.0 percent compared to 2.4 for the quarter and year in fiscal 2002. The increased expenses primarily resulted from higher pension costs of $3,200 and $12,800, bad debt expense of $811 and $5,052 relating to the Fleming Companies’ bankruptcy, and higher amortization of intangibles of $1,576 and $3,542, for the fourth quarter and year, respectively. Administrative and general expenses also increased in the fourth quarter and year due to $1,887 of stock option expense in the fourth quarter.

 

Research and development expenses for the quarter and year increased to $3,460 and $13,165, respectively, from $3,021 and $12,097 in 2002. The fiscal 2003 acquisitions generated much of the increases from the prior year. Research and development is an integral part of the company’s strategy to extend existing brands and expand its offering of new branded items for the consumer market. Hormel Foods, LLC, has responsibility for a majority of the company’s intangible assets. The company expects research and development expenses will continue to increase at a moderate pace in future periods.

 

Previous years’ poor stock market results have lowered the historical returns on the company’s pension plan assets. As a result, the company reduced its discount rate from 7.0 to 6.5 percent and the expected rate of return from 8.6 to 7.9 percent in its fiscal 2004 pension plan expense calculation. These rate changes will increase the amount of fiscal 2004 pension expense by approximately $13,000 over fiscal 2003, which will primarily be reflected as administrative and general expenses. As a result, the company expects administrative and general expenses to increase to approximately 3.2 percent of net sales in fiscal 2004.

 

Equity in Earnings of Affiliates: Equity in earnings of affiliates was $2,174 and $5,886 for the quarter and year, respectively, compared to $1,967 and $7,741 last year. The twelve month decrease is due to the third quarter 2002 discontinuation of equity-method accounting for the company’s 15.2 percent owned investment in Campofrio Alimentacion, S.A. (Campofrio). The company expects equity in earnings of affiliates to increase modestly in fiscal 2004.

 

In conformity with accounting principles generally accepted in the United States, the company accounts for its majority-owned China and Australian operations under the consolidation method. Other international investments, such as Campofrio, Purefoods-Hormel, and Hormel Alimentos, in which the company owns a minority interest, are accounted for under the equity or cost method. These international investments, along with investments in and receivables from other affiliates, are included in the balance sheet line item “investments in and receivables from affiliates.” The composition of this line item at October 25, 2003, was as follows:

 

Country

 

Investments/Receivables

 

 

 

 

 

United States

 

$

23,951

 

Spain

 

76,600

 

Philippines

 

32,110

 

Mexico

 

5,413

 

Costa Rica

 

283

 

Total

 

$

138,357

 

 

Income Taxes: The company’s effective tax rate for the quarter and year was 37.0 and 35.8 percent compared to 34.9 and 35.6 percent in fiscal 2002. The higher fourth quarter rate reflects an increase in foreign taxes. The company expects the effective tax rate in fiscal 2004 to be approximately 36.5 percent.

 

19



 

Segment Results

The December 2002 acquisition of Diamond Crystal Brands prompted Hormel Foods management to adjust how it evaluates its businesses and, as a result, established a new segment for Specialty Foods. The Specialty Foods segment includes the newly acquired Diamond Crystal Brands and Century Foods International operating segments along with the existing operating segments of Hormel HealthLabs (formerly in the Refrigerated Foods segment) and Specialty Products (formerly in the Grocery Products segment). All prior year segment information has been restated to reflect this change.

 

Segmented net sales and operating profits for each of the company’s segments is set forth below. Additional segment financial information can be found in Note K of the Notes to Consolidated Financial Statements.

 

 

 

Fourth Quarter Ended

 

Year Ended

 

 

 

October 25, 2003

 

October 26, 2002

 

% Change

 

October 25, 2003

 

October 26, 2002

 

% Change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

Grocery Products

 

$

208,791

 

$

216,928

 

(3.8

)

$

754,331

 

$

735,802

 

2.5

 

Refrigerated Foods

 

539,457

 

498,802

 

8.2

 

2,019,753

 

1,982,137

 

1.9

 

Jennie-O Turkey Store

 

268,152

 

253,055

 

6.0

 

924,430

 

881,935

 

4.8

 

Specialty Foods

 

108,370

 

31,343

 

245.8

 

315,177

 

128,826

 

144.7

 

All Other

 

45,111

 

38,767

 

16.4

 

186,637

 

181,614

 

2.8

 

Total

 

$

1,169,881

 

$

1,038,895

 

12.6

 

$

4,200,328

 

$

3,910,314

 

7.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment Profit

 

 

 

 

 

 

 

 

 

 

 

 

 

Grocery Products

 

$

46,417

 

$

62,603

 

(25.9

)

$

152,808

 

$

150,372

 

1.6

 

Refrigerated Foods

 

51,888

 

18,318

 

183.3

 

103,167

 

71,245

 

44.8

 

Jennie-O Turkey Store

 

17,015

 

19,915

 

(14.6

)

41,069

 

68,517

 

(40.1

)

Specialty Foods

 

4,869

 

952

 

411.4

 

17,986

 

9,574

 

87.9

 

All Other

 

8,388

 

6,529

 

28.5

 

25,743

 

24,816

 

3.7

 

Total segment operating profit

 

128,577

 

108,317

 

18.7

 

340,773

 

324,524

 

5.0

 

Net interest and investment income

 

(6,645

)

(5,560

)

(19.5

)

(21,079

)

(24,280

)

13.2

 

General corporate (expense) income

 

(10,315

)

1,611

 

N/A

 

(30,363

)

(6,274

)

(383.9

)

Earnings before income taxes

 

$

111,617

 

$

104,368

 

6.9

 

$

289,331

 

$

293,970

 

(1.6

)

 

Grocery Products: The Grocery Products segment consists primarily of the processing, marketing, and sale of shelf-stable food products sold predominantly in the retail market.

 

Grocery Products fourth quarter net sales decreased 3.8 percent compared to the previous year and increased 2.5 percent for the year compared to fiscal 2002. Sales tonnage volume decreased 3.4 percent for the quarter, but finished the year up 1.1 percent compared to year ago results. Operating profit for Grocery Products decreased 25.9 percent for the quarter and increased 1.6 percent for the year compared to fiscal 2002. This segment experienced lower average raw material costs until late in the second quarter of fiscal 2003. Since that time, raw materials have increased substantially while product pricing remained relatively stable thereby pressuring product margins and causing a reduction in third and fourth quarter profits. The company anticipates higher raw material prices and relatively stable product pricing will continue for the first half of fiscal 2004, compared to those experienced in the same period of fiscal 2003.

 

Lower tonnage volume also impaired the operating profits of this segment. Fourth quarter tonnage volume declines compared to the prior year included Dinty Moore Classic Bakes dinner kit casseroles (down 4,766,000 lbs. or 74.5 percent) and Dinty Moore canned products (down 1,937,000 lbs. or 8.4 percent). The Dinty Moore Classic Bakes dinner kits comparison is to an initial pipeline sell-in last year as this line was introduced late in the third quarter of fiscal 2002. Hormel chili posted a strong fourth quarter volume gain of 4,097,000 lbs. (12.9 percent) over the prior year; however, significantly higher raw material costs, primarily beef, more than offset any positive impact on operating profits. The company anticipates Grocery Products tonnage volume will increase moderately in fiscal 2004.

 

Refrigerated Foods: The Refrigerated Foods segment includes the Meat Products and Foodservice business units. The segment consists primarily of the processing, marketing, and sale of branded and unbranded pork products for the retail, foodservice, and fresh customer markets. This segment also includes the Precept Foods operation, which offers fresh case-ready pork and beef products to its retail customers. The Precept Foods operation is a 50 percent owned joint venture between Hormel Foods Corporation and Excel Corporation, a wholly owned subsidiary of Cargill, Incorporated.

 

20



 

The Refrigerated Foods segment net sales were up 8.2 percent for the quarter and 1.9 percent for the twelve months compared to fiscal 2002. Segment profit increased 183.3 and 44.8 percent for the quarter and fiscal year, respectively, compared to the prior year. Sales tonnage decreased 8.0 percent for the quarter and 5.6 percent for the year compared to last year. Tonnage volume was negatively affected by the discontinuance of hog processing, effective January 3, 2003, at the company’s Rochelle, Ill., facility. The company’s hog processing for the current year declined 9.8 percent to 6,904,000 hogs from 7,651,000 hogs for the comparable period last year. The Rochelle facility is currently being converted to a 100 percent value-added product processing facility, which will help meet the increasing demand for the company’s branded products.

 

Refrigerated Foods segment profit substantially increased primarily due to the return of cash hog prices to more normal levels allowing the company to purchase its raw materials under its hog procurement contracts at costs consistent with those hogs available in the cash market. This market turnaround began in the company’s third quarter and continued through the end of the year, resulting in strong second half results. The company expects first quarter fiscal 2004 cash hog prices to be moderately below those the company is paying under its procurement contracts, and anticipates that cash hog prices will increase to levels that are more consistent with its procurement contracts for the remainder of the year.

 

Prior to the second half recovery in cash hog markets, much of the progress achieved by the company in expanding its value-added portfolio of products has been masked by the higher costs on procurement contracts. Product lines performing particularly well in the company’s Meat Products business unit, with fourth quarter volume gains over the prior year, were premium dinner hams (up 760,000 lbs. or 6.0 percent), refrigerated entrees (up 872,000 lbs. or 16.8 percent), and deli products (up 1,221,000 lbs. or 4.4 percent). Volume growth was also enhanced as the Precept Foods operation continued to expand sales of its Hormel Always Tender branded products. The Precept Foods joint venture began shipping products in the third quarter of fiscal 2003. The company anticipates continued growth from this operation in fiscal 2004 as new customers are secured.

 

The Foodservice business unit contributed to the improved segment profits as key product lines continued to achieve solid volume gains. Fourth quarter tonnage volume increases over the prior year comparable quarter were 196,000 lbs. (17.5 percent) for Austin Blues BBQ products, 457,000 lbs. (27.8 percent) for Always Tender boneless pork, and 533,000 lbs. (12.0 percent) for Bread Ready meats. The third quarter 2002 launch of the Café H line of products continues to progress with fourth quarter tonnage volume up 368,000 lbs. (265.4 percent) over the prior year and sequential volume up 118,000 lbs. (30.3 percent).

 

Jennie-O Turkey Store: The Jennie-O Turkey Store (JOTS) segment consists primarily of the processing, marketing, and sale of branded and unbranded turkey products for the retail, foodservice, and fresh customer markets.

 

JOTS’s net sales for the quarter and year increased 6.0 and 4.8 percent, respectively, compared to fiscal 2002 periods. Segment profit decreased 14.6 percent for the quarter and 40.1 percent for the year compared to fiscal 2002. Tonnage volume increased 3.4 percent for the quarter and 4.1 percent for the year compared to prior year results. JOTS began scaling back its live turkey production in the third quarter of fiscal 2003 in order to accelerate its reduction of commodity product sales. As a result, the company expects JOTS tonnage volume will decline in the first half of fiscal 2004 as these commodity sales are eliminated.

 

Throughout fiscal 2003, excess commodity turkey meat in the marketplace had a significant negative impact on JOTS profits. However, during the fourth quarter of the current year, industry supplies moderated and turkey meat commodity prices began increasing to more normal price levels. The company anticipates more normal commodity prices to continue through the first half of fiscal 2004 and as a result expects its successful expansion of value-added products to become visible in the JOTS segment profits. Throughout fiscal 2003, JOTS enhanced its value-added product portfolio with strong tonnage volume growth over fiscal 2002. Notable value-added product performers with twelve month volume gains over fiscal 2002 were Jennie-O Turkey Store homestyle turkey breast (up 2,336,000 lbs. or 23.9 percent), Jennie-O Turkey Store oven roasted products (up 2,619,000 lbs. or 7.6 percent), and Jennie-O Turkey Store regular and savory seasoned frozen burgers (up 2,916,000 lbs. or 33.1 percent).

 

Specialty Foods: The Specialty Foods segment includes the Diamond Crystal Brands (acquired in December 2002), Century Foods International (acquired in July 2003), Hormel HealthLabs, and Specialty Products operating segments. This segment consists of the packaging and sale of various sugar and sugar substitute products, salt and pepper products, dessert mixes, gelatin products, and private label canned meats to retail and foodservice customers. This segment also includes the processing, marketing, and sale of nutritional food products and supplements to hospitals, nursing homes, and other marketers of nutritional products.

 

The acquisitions of the Diamond Crystal Brands and Century Foods International businesses have provided a substantial increase to all segment measures in fiscal 2003. The Specialty Foods segment net sales were up 245.8 percent for the quarter and 144.7 percent for the twelve months compared to fiscal 2002. Segment profit increased 411.4 and 87.9 percent for the quarter and fiscal year, respectively, compared to the prior year. Sales tonnage increased 185.4 and 131.6 percent for the quarter and twelve months, respectively, compared to last year. Excluding the results of the Diamond Crystal Brands and Century Foods International businesses, acquired in December 2002 and July 2003, respectively, net sales increased 26.3 and 15.6 percent for the quarter and twelve months, respectively, compared to the comparable 2002 periods.

 

21



 

 

Excluding the fiscal 2003 acquisitions, the Hormel HealthLabs operating segment accounted for most of this segment’s growth with sales tonnage volume for the quarter and twelve months increasing 19.0 and 18.1 percent, respectively, compared to the comparable fiscal 2002 periods. Volume gains were experienced across all major product categories. Thickened beverages led the way, posting fourth quarter and twelve month tonnage volume gains of 1,412,000 lbs. (21.5 percent) and 4,870,000 lbs. (19.0 percent), respectively, over the comparable 2002 periods.

 

The company’s integration of the Diamond Crystal Brands and Century Foods International businesses are proceeding as planned. These fiscal 2003 acquisitions are providing new growth opportunities for the company and have already been accretive to the company’s consolidated earnings.

 

All Other: The All Other segment includes Dan’s Prize, Inc., Vista International Packaging, Inc. (Vista), and Hormel Foods International (HFI) operating segments. These businesses produce, market, and sell beef products, food packaging (i.e., casing for dry sausage), and manufacture, market, and sell company products internationally. This segment also includes various miscellaneous corporate sales.

 

All Other net sales increased 16.4 percent for the quarter and 2.8 percent for the year compared to the comparable fiscal 2002 periods. Segment profit increased 28.5 and 3.7 percent for the quarter and year, respectively, compared to last year. Fourth quarter profit results are comparable but the twelve month segment profit comparison was negatively impacted by the third quarter fiscal 2002 discontinuation of equity-method accounting for the Campofrio investment. Excluding the accounting change, HFI experienced a strong year with the exports of key value-added products like Stagg chili and SPAM family of products growing 372,000 lbs. (7.8 percent) and 1,347,000 lbs. (8.1 percent), respectively.

 

Dan’s Prize, Inc., marketer and seller of beef products, also contributed to the increased operating profits of this segment with particularly strong results in the fourth quarter due to enhanced product margins resulting from a strengthening beef market.

 

Vista, the company’s food packaging subsidiary, ended the current fiscal year with operating profits slightly down compared to strong operating results in fiscal 2002.

 

Unallocated Income and Expenses: The company does not allocate investment income, interest expense, and interest income to its segments when measuring performance. The company also retains various other income and unallocated expenses at corporate. These items are included in the segment table for the purpose of reconciling segment results to earnings before income taxes.

 

Net interest and investment income for the fourth quarter and year was a net expense of $6,645 and $21,079, respectively, compared to a net expense of $5,560 and $24,280 for the comparable periods of fiscal 2002. The twelve month decrease in expense compared to fiscal 2002 was due to investment income from market gains on the company’s rabbi trust for supplemental executive retirement plans and a third quarter dividend paid to the company by Campofrio, a 15.2 percent owned investment.

 

General corporate expense for the fourth quarter and year was $10,315 and $30,363, respectively, compared to general corporate income of $1,611 and expense of $6,274 for the prior year quarter and twelve months, respectively. The increase in general corporate expense for the fourth quarter and year was primarily due to higher pension costs of $3,200 and $12,800, respectively, and bad debt expense of $811 and $5,052, respectively, relating to the Fleming Companies’ bankruptcy. Also contributing were fourth quarter stock option expense of $1,887 and fourth quarter last-in, first-out inventory valuation adjustments of $3,136.

 

Previous years’ poor stock market results have lowered the historical returns on the company’s pension plan assets. As a result, the company reduced its discount rate from 7.0 to 6.5 percent and its expected rate of return from 8.6 to 7.9 percent in its fiscal 2004 pension plan expense calculation. These rate changes will increase the amount of fiscal 2004 pension expense by approximately $13,000 over fiscal 2003, which will primarily be reflected in general corporate expenses.

 

Fiscal Years 2002 and 2001

Fiscal 2002 provided a challenging year for the company particularly since March when a Russian ban on poultry imports, combined with an overall increase in U.S. protein slaughter levels, caused an oversupply of protein inventory in the marketplace. The oversupply of proteins caused pricing pressure on the company’s turkey and pork businesses. However, the company’s continued focus on expanding and growing its value-added, branded product lines, while lessening its percentage of commodity items, reduced the impact the oversupply had on the company’s results.

 

Consolidated Results

Net Earnings: Net earnings for the fourth quarter of fiscal 2002 were $67,970, a decrease of 1.2 percent compared to earnings of $68,803 for the same period in fiscal 2001. Diluted earnings per share were $.49 and were consistent with the same period in 2001. Statement of Financial Accounting Standard No. 142 (SFAS 142), adopted by the company effective with the beginning of fiscal 2002, which eliminated the amortization of goodwill and other indefinite-lived assets, would have increased fiscal 2001 fourth quarter net earnings $4,612 or $.03 per diluted share (for more information see Note D “Goodwill and Intangible Assets”).

 

Net earnings for fiscal year 2002 increased 3.8 percent to $189,322 from $182,441 in fiscal 2001. Diluted earnings per share for the same period increased to $1.35 from $1.30 in 2002. If the company would have applied the guidance of SFAS No. 142 in fiscal year 2001, net earnings for that period would have increased $12,681 or $.09 per diluted share.

 

22



 

Sales: Net sales for the fourth quarter decreased to $1,038,895 from $1,055,228 in 2001, a decrease of 1.5 percent. Net sales for the twelve months in fiscal 2002 were essentially flat compared to fiscal 2001 with 2002 net sales of $3,910,314 compared to $3,885,244 in 2001. Fiscal year 2001 net sales reflect the reclassification of certain expenses, which were a result of the company’s adoption of guidance from EITF 01-9 in the first quarter of fiscal 2002.

 

Tonnage volume for the current quarter increased 1.7 percent to 877,469 from 862,556 in fiscal 2001. Tonnage volume for the year increased 1.5 percent to 3,313,010 from 3,263,184 in 2001.

 

The flat to lower net sales for the quarter and year compared to the increases in quarter and year tonnage volume illustrates the pricing pressure that arose in fiscal 2002.

 

Gross Profit: Gross profits were $265,734 and $962,853 for the quarter and year, respectively, compared to $265,319 and $895,907 in fiscal 2001. As a percent of net sales, gross profit increased 0.5 and 1.5 percent for the quarter and year, respectively. Gross profit as a percent of net sales continued to improve as the company maintained its strategy of rolling out additional branded product lines and expanded upon its existing value-added lines. The positive increase in margins also reflects the benefits of a decrease in the cash hog market over fiscal 2001. However, the benefits of the lower cash market were largely offset by the higher prices paid under the company’s hog procurement contracts.

 

Selling and Delivery: Selling and delivery expenses for the fourth quarter and year were $133,352 and $558,354, respectively, compared to $125,435 and $505,500 in fiscal 2001. As a percent of net sales, selling and delivery expenses were 12.8 and 14.3 percent for the quarter and year, respectively, compared to 11.9 and 13.0 percent in fiscal 2001. Increased media and advertising spending in fiscal 2002 contributed significantly to the increase in selling and delivery expense in both the quarter and year comparisons. Selling and delivery expenses also increased over fiscal 2001 due to the company’s increased tonnage volume. This had an even larger impact on selling and delivery expense as a percent of net sales because the higher sales tonnage did not translate into higher sales dollars due to the pricing pressures discussed earlier.

 

Administrative and General: Administrative and general expenses were $24,421 and $93,990 for the quarter and year, respectively, compared to $26,504 and $90,101 ($22,675 and $76,991 - adjusted for SFAS No. 142) in fiscal year 2001. As a percent of net sales, administrative and general expenses for the quarter and year were 2.4 percent compared to 2.5 and 2.3 percent (2.1 and 2.0 percent –adjusted for SFAS No. 142) for the quarter and year, respectively, in fiscal 2001. The higher twelve-month administrative and general expense was partially due to increased spending on information technology, including higher consulting and internal staffing costs. Higher levels of bad debt that occurred primarily in the first half of fiscal 2002 also contributed to the increased full year administrative and general expense.

 

Research and development expenses for the quarter and year increased to $3,021 and $12,097, respectively, from $2,931 and $11,478 in fiscal 2001. Research and development is an integral part of the company’s strategy to extend existing brands and expand its offering of new branded items for the consumer market. Hormel Foods, LLC, has responsibility for a majority of the company’s intangible assets.

 

Equity in Earnings of Affiliates: Equity in earnings of affiliates was $1,967 and $7,741 for the quarter and year, respectively, compared to $1,480 and $3,498 in fiscal 2001. The twelve-month increase in this earnings line was due to the improved performance of the company’s 49.0 percent owned joint venture, Carapelli USA, LLC. Also performing favorably was the company’s 40.0 percent owned Philippine joint venture, Purefoods-Hormel Company. The total equity in earnings of affiliates may decrease in future periods due to the discontinuation of equity-method accounting for the company’s 15.2 percent owned investment in Campofrio Alimentacion, S.A. (Campofrio), effective during the third quarter of fiscal 2002.

 

In conformity with generally accepted accounting principles, the company accounts for its majority-owned China and Australian operations under the consolidation method. Other international investments, such as Campofrio, Purefoods-Hormel, and Hormel Alimentos, in which the company owns a minority interest, are accounted for under the equity or cost method. These international investments, along with investments in and receivables from other affiliates, are included in the balance sheet line item “investments in and receivables from affiliates.” The composition of this line item at October 26, 2002, was as follows:

 

Country

 

Investments/Receivables

 

 

 

 

 

United States

 

$

35,350

 

Spain

 

57,563

 

Philippines

 

28,712

 

Mexico

 

4,930

 

Costa Rica

 

667

 

Total

 

$

127,222

 

 

Income Taxes: The company’s effective tax rate for the quarter and year was 34.9 and 35.6 percent compared to 36.3 and 36.0 percent in fiscal 2001. The effective tax rate decreased compared to the prior year due to the elimination of certain permanent tax and financial differences related to intangible assets resulting from the adoption of SFAS No. 142.

 

23



 

Segment Results

The December 2002 acquisition of Diamond Crystal Brands prompted Hormel Foods management to adjust how it evaluates its businesses and, as a result, established a new segment for Specialty Foods. The fiscal 2002 and 2001 segment results presented below have been restated to reflect this change. As of October 26, 2002, the Specialty Foods segment consisted of the following operating segments: Hormel HealthLabs (formerly in the Refrigerated Foods segment) and Specialty Products (formerly in the Grocery Products segment).

 

Segmented sales and operating profits for each of the company’s segments is set forth below. Additional segment financial information can be found in Note K of the Notes to Consolidated Financial Statements.

 

 

 

Fourth Quarter Ended

 

Year Ended

 

 

 

October 26, 2002

 

October 27, 2001

 

% Change

 

October 26, 2002

 

October 27, 2001

 

% Change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

Grocery Products

 

$

216,928

 

$

216,715

 

0.1

 

$

735,802

 

$

721,795

 

1.9

 

Refrigerated Foods

 

498,802

 

528,925

 

(5.7

)

1,982,137

 

2,092,467

 

(5.3

)

Jennie-O Turkey Store

 

253,055

 

242,682

 

4.3

 

881,935

 

787,307

 

12.0

 

Specialty Foods

 

31,343

 

33,684

 

(6.9

)

128,826

 

98,944

 

30.2

 

All Other

 

38,767

 

33,222

 

16.7

 

181,614

 

184,731

 

(1.7

)

Total

 

$

1,038,895

 

$

1,055,228

 

(1.5

)

$

3,910,314

 

$

3,885,244

 

0.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment Profit

 

 

 

 

 

 

 

 

 

 

 

 

 

Grocery Products

 

$

62,603

 

$

56,988

 

9.9

 

$

150,372

 

$

135,526

 

11.0

 

Refrigerated Foods

 

18,318

 

21,534

 

(14.9

)

71,245

 

76,332

 

(6.7

)

Jennie-O Turkey Store

 

19,915

 

28,851

 

(31.0

)

68,517

 

66,033

 

3.8

 

Specialty Foods

 

952

 

3,066

 

(68.9

)

9,574

 

8,298

 

15.4

 

All Other

 

6,529

 

6,171

 

5.8

 

24,816

 

17,816

 

39.3

 

Total segment operating profit

 

108,317

 

116,610

 

(7.1

)

324,524

 

304,005

 

6.7

 

Net interest and investment income

 

(5,560

)

(6,907

)

19.5

 

(24,280

)

(18,159

)

(33.7

)

General corporate income (expense)

 

1,611

 

(1,776

)

N/A

 

(6,274

)

(832

)

(654.1

)

Earnings before income taxes

 

$

104,368

 

$

107,927

 

(3.3

)

$

293,970

 

$

285,014

 

3.1

 

 

Grocery Products: The Grocery Products segment consists primarily of the processing, marketing, and sale of shelf-stable food products sold predominately in the retail market.

 

Grocery Products fourth quarter net sales remained comparable to the same quarter of fiscal 2001(showing a 0.1 percent increase) and increased 1.9 percent for the year compared to the comparable fiscal 2001 period. Sales tonnage volume decreased 1.5 percent for the quarter but finished the year up 1.2 percent compared to fiscal 2001 results. Operating profit for Grocery Products increased 9.9 percent for the quarter and 11.0 percent for the year compared to fiscal 2001. Lower raw material costs combined with stable pricing resulted in increased profits for this segment in 2002.

 

The Grocery Products’ ethnic category continued to post solid volume gains of 7.5 percent over fiscal 2001 with tonnage volume of 84,075,000 in fiscal 2002. The segment’s ethnic category is represented by brands such as Chi-Chi’s and Herdez (Mexican), House of Tsang (Asian), Marrakesh Express and Peloponnese (Mediterranean), and Carapelli (Italian). The strongest performers in the ethnic category were Chi-Chi’s sauces and Carapelli olive oil, which increased 3,226,000 lbs. (10.3 percent) and 1,830,000 lbs. (17.7 percent), respectively, compared to twelve month sales volumes of fiscal 2001.

 

The late third quarter fiscal 2002 introduction of Dinty Moore Classic Bakes dinner kit casseroles also contributed to the increased tonnage volume over fiscal 2001. This product line extension attained a solid fourth quarter sales volume of 6,401,000 lbs.

 

Refrigerated Foods: The Refrigerated Foods segment includes the Meat Products and Foodservice business units. The segment consists primarily of the processing, marketing, and sale of branded and unbranded pork products for the retail, foodservice, and fresh customer markets.

 

The Refrigerated Foods segment net sales were down 5.7 percent for the quarter and 5.3 percent for the twelve months compared to fiscal 2001 due mainly to the pricing pressures caused by the oversupply of protein inventory in the marketplace. Segment profit decreased 14.9 and 6.7 percent for the quarter and fiscal year, respectively, compared to fiscal 2001. Sales tonnage increased 2.5 percent for the quarter and decreased 3.2 percent for the year compared to fiscal 2001 results. Slaughter levels increased 42,000 or 2.2 percent for the fourth quarter and were flat for the fiscal year compared to fiscal 2001.

 

24



 

The company’s success in enhancing its value-added product lines significantly reduced the impact of the oversupply of proteins in the marketplace. The company’s supplier hog contracts lowered the profits generated by this segment by about $35,000 for the fourth quarter and $81,000 for the year because prices paid for contracted hogs exceeded the spot cash market.

 

The Meat Products business unit continued to provide profit growth to the Refrigerated Foods segment as sales of value-added products increased and replaced commodity products. Product lines performing particularly well, with volume increases over fiscal 2001’s fourth quarter, were breakfast meats and fully cooked entrees which increased 2.2 million lbs. (10.0 percent) and 538,000 lbs. (11.5 percent), respectively.

 

The Foodservice business unit saw the momentum generated in the previous quarter continue through the fourth quarter as overall tonnage increased 10.5 percent over fiscal 2001’s quarter results. While a portion of this growth can be attributed to soft numbers in 2001, which were the result of weak away-from-home meal spending due to consumers’ reactions to the September 11 terrorist attacks, the business continued to expand through accelerated growth of new initiatives. Always Tender pork grew 315,000 lbs. (23.7 percent) while Old Smokehouse Applewood smoked bacon and Austin Blues BBQ increased 351,000 lbs. (60.5 percent) and 485,000 lbs. (76.0 percent) respectively. Café H showed progress with sales tonnage up 57,000 lbs. (69.3 percent) from the previous quarter.

 

Jennie-O Turkey Store: The Jennie-O Turkey Store (JOTS) segment consists primarily of the processing, marketing, and sale of branded and unbranded turkey products for the retail, foodservice, and fresh customer markets.

 

JOTS’s net sales for the quarter and year increased 4.3 and 12.0 percent, respectively, compared to fiscal 2001 periods. Tonnage volume decreased 2.7 percent for the quarter and increased 8.3 percent for the year compared to fiscal 2001 results. Segment profit decreased 31.0 percent for the quarter and increased 3.8 percent for the year compared to fiscal 2001. Adjusted for SFAS No. 142 (see Note D), segment profit for the quarter and year decreased 38.3 and 8.4 percent, respectively, compared to fiscal 2001. Segment profit continues to be negatively impacted by weak commodity meat markets particularly for dark meat and whole birds. The Russian ban on poultry products contributed significantly to the reduced dark meat commodity prices that have been in existence since the second quarter of fiscal 2002.

 

The harsh poultry commodity condition throughout much of fiscal 2002 masked some of the achievements in this segment. Net sales dollar growth in excess of tonnage growth, particularly in a year when commodity meat values decreased significantly, is evidence that strides were made in converting the sales mix to a higher proportion of value-added products. The successful integration of The Turkey Store was also apparent as JOTS ranked very high on operating efficiency, compared with its industry peers, in a recent Agrimetrics survey.

 

Progress made in the transition to more sales of value-added turkey products can be largely attributed to product introductions within the past two years. Products (with their corresponding 2002 revenues) such as Jennie-O Turkey Store marinated tenders ($10.0 million), Cajun fried turkey ($6.4 million), and “So Easy” entrees ($3.7 million) continued to gain customer acceptance.

 

Specialty Foods: The Specialty Foods segment includes the Hormel HealthLabs and Specialty Products operating segments. This segment consists of the packaging and sale of gelatin products and private label canned meats to retail and foodservice customers. This segment also includes the processing, marketing, and sale of nutritional food products and supplements to hospitals, nursing homes, and other marketers of nutritional products.

 

The Specialty Foods segment net sales decreased 6.9 percent for the quarter and increased 30.2 percent for the twelve months compared to fiscal 2001. Segment profit decreased 68.9 percent for the quarter and increased 15.4 percent for the year compared to fiscal 2001 results. Sales tonnage increased 3.1 percent for the quarter and 39.7 percent for the year compared to fiscal 2001.

 

The Hormel HealthLabs operating segment sales tonnage volume increased 2.3 and 73.4 percent for the quarter and year, respectively. The quarter results are comparable but the twelve month results for fiscal year 2002 were positively impacted by the acquisition and integration of Diamond Crystal Brands Nutritional Products, which was acquired late in the second quarter of fiscal 2001. Heavy fourth quarter promotional expenses offset volume gains and resulted in lower operating segment profits for the period.

 

All Other: The All Other segment includes Dan’s Prize, Inc., Vista International Packaging, Inc. (Vista), AFECO, and Hormel Foods International (HFI) operating segments. These businesses produce, market, and sell beef products, food packaging (i.e., casing for dry sausage), and food equipment, and manufacture, market, and sell company products internationally. This segment also includes various miscellaneous corporate sales. During the fourth quarter of fiscal 2001, the company sold AFECO, its food equipment manufacturer.

 

All Other net sales increased 16.7 percent for the quarter and decreased 1.7 percent for the year compared to the comparable fiscal 2001 periods. Operating profit increased 5.8 and 39.3 percent for the quarter and year, respectively, compared to fiscal 2001. Adjusted for SFAS No. 142 (see Note D), segment profit remained relatively flat (down 0.6 percent) for the fourth quarter and increased 27.9 percent for the year compared to fiscal 2001. The small decrease in twelve-month net sales is primarily due to the sale of AFECO in the fourth quarter of fiscal 2001. Lower raw material costs for key HFI products, resulting in higher margins, offset the impact of the third quarter, fiscal 2002 discontinuation of equity-method accounting for the Campofrio investment, and contributed to the stronger twelve month segment profit results. Fourth quarter profit comparisons were also impacted by the gain recognized on the fiscal 2001 sale of AFECO.

 

25



 

Vista, the company’s food packaging subsidiary, continued its strong profit gains compared to fiscal 2001 quarter and twelve-month periods. The increased profitability is a result of improved manufacturing efficiencies and the reduction of overhead.

 

Dan’s Prize, Inc., marketer and seller of beef products, achieved higher fourth quarter profits primarily because it benefited from lower raw material costs and a recovery in the away-from-home meal spending compared to fiscal 2001 which was weakened due to consumers’ reactions to the September 11 terrorist attacks.

 

Unallocated Income and Expenses: The company does not allocate investment income, interest expense, and interest income to its segments when measuring performance. The company also retains various other income and unallocated expenses at corporate. These items are included in the segment table for the purpose of reconciling segment results to earnings before income taxes.

 

Net interest and investment income for the fourth quarter and year was a net expense of $5,560 and $24,280, respectively, compared to $6,907 and $18,159 for the comparable periods of fiscal 2001. The decrease in the fiscal 2002 fourth quarter expense is primarily attributable to the May 2002 retirement of the company’s $54,600 euro denominated debt. The twelve-month increase is due to higher debt levels in the first half of fiscal 2002 compared to the first half of fiscal 2001.

 

General corporate income for the fourth quarter was $1,611 and general corporate expense for the year was $6,274 compared to quarter and year general corporate expense of $1,776 and $832, respectively, for fiscal 2001. The fourth quarter results of fiscal 2002 improved over the fiscal 2001 quarter due to discontinuing the amortization of certain intangible assets as a result of the adoption of SFAS No. 142 (see Note D). The twelve-month increase over fiscal 2001 was due to higher levels of bad debt as well as changes in expense allocation methods. A larger portion of corporate overhead expenses, which are not directly attributable to a segment, now remain at corporate rather than being allocated to the segments.

 

Recent stock market results have lowered the historical returns on the company’s pension plan assets. As a result, the company reduced its discount rate and expected rate of return for its calculation of fiscal 2003 pension plan expenses. These rate changes along with the amortization of additional actuarial losses will increase the amount of pension expense that will be recognized in future periods and will negatively impact general corporate expenses.

 

Related Party Transactions

Certain employees of the company provide administrative services to The Hormel Foundation, which beneficially owns more than five percent of the company’s common stock, for which The Hormel Foundation reimburses the company for its fully allocated cost for the employee time expended.

 

Liquidity and Capital Resources

Selected financial ratios at the end of fiscal years 2003 and 2002 are as follows:

 

 

 

2003

 

2002

 

 

 

 

 

 

 

Liquidity Ratios

 

 

 

 

 

Current ratio

 

1.9

 

2.3

 

Receivables turnover

 

14.8

 

13.4

 

Days sales in receivables

 

25.3

 

25.6

 

Inventory turnover

 

8.4

 

8.3

 

Days sales in inventory

 

46.1

 

43.9

 

Leverage Ratio

 

 

 

 

 

Long-term debt to equity (including current maturities)

 

32.7

%

38.0

%

Operating Ratios

 

 

 

 

 

Pretax profit to net worth

 

24.4

%

27.8

%

Pretax profit to total assets

 

12.5

%

13.4

%

 

Cash and cash equivalents were $97,976 at the end of fiscal year 2003 compared to $309,563 at the end of fiscal year 2002. The company’s primary uses of cash for fiscal 2003 occurred in December 2002 and July 2003 when the company acquired the Diamond Crystal Brands and Century Foods International businesses, respectively.

 

During fiscal 2003, cash provided by operating activities was $253,250 as compared to $326,861 last year. The primary reason for this decrease was due to increases in the working capital items of inventory and accounts receivable. Accounts receivable increased due to strong year-end sales, and inventory values increased because of higher input costs, primarily hogs, over the prior year.

 

Cash flow from operating activities provides the company with its principal source of liquidity. The company does not anticipate a significant risk to cash flow from this source in the foreseeable future because the company operates in a relatively stable industry and has strong products across several product lines.

 

Cash used in investing activities increased to $394,280 from $60,612 in fiscal year 2002. The increase in cash used for investing activities primarily reflects the December 2002 acquisition of the Diamond Crystal Brands business (with a purchase price of $124,511, including related costs) and the July 2003 acquisition of the Century Foods International business (with a purchase price of $116,459, including related costs). The increase in cash used for investing activities is also due to the first quarter 2003 funding of $56,000 to a rabbi trust for supplemental executive retirement plans and deferred income plans and the third quarter fiscal 2003 contribution of $51,062 to its qualified defined benefit plans.

 

The rabbi trust funds are invested in a variety of equity, debt, and cash securities with the gains or losses reflected in interest and investment income on the company’s consolidated statement of operations. The company does not expect to further fund the rabbi trust in fiscal 2004. The contribution to the benefit plans represents the maximum allowable contribution the company is able to make at this time and the company expects no additional contributions will occur in fiscal 2004.

 

26



 

Fiscal 2003 fixed asset expenditures of $67,104 remained comparable with the prior year. The company estimates its fiscal 2004 expenditures will increase to $80,000. These increased expenditures remain comparable to estimated depreciation expense for fiscal 2003.

 

Cash used in financing activities was $70,557 in fiscal 2003 compared to $142,962 in fiscal 2002. The higher use of cash in the prior year was primarily due to the third quarter fiscal 2002 retirement of its euro denominated debt of $54,600.

 

Cash dividends paid to the company’s shareholders continues to be a significant financing activity for the company. Dividends paid in fiscal 2003 were $57,092 compared to $53,437 paid in the previous fiscal year. The company has paid dividends for 301 consecutive quarters and expects to continue doing so in the future.

 

During the year, the company repurchased 279,000 shares of its common stock at an average price per share of $21.93 under repurchase plans approved by the company’s Board of Directors in September 1998 and October 2002. These repurchases allowed the company to complete its 10 million share repurchase plan authorized in 1998 and resulted in 222,228 shares being repurchased under the 10 million share repurchase plan approved in 2002.

 

The company is required, by certain covenants in its debt agreements, to maintain specified levels of financial ratios and balance sheet position. At the end of fiscal 2003, the company was in compliance with all of these debt covenant agreements.

 

Contractual Obligations and Commercial Commitments

The following table outlines the company’s future contractual financial obligations as of October 25, 2003. (For additional information on these obligations see Note E “Long-term Debt and Other Borrowing Arrangements” and Note H “Commitments and Contingencies.”)

 

 

 

Payments Due by Periods

 

Contractual Obligations

 

Total

 

Less than
1 year

 

1-3
years

 

4-5
years

 

After
5 years

 

Hog and turkey

 

 

 

 

 

 

 

 

 

 

 

commitments

 

$

2,298,628

 

$

684,527

 

$

913,178

 

$

517,925

 

$

182,998

 

Long-term debt

 

409,568

 

14,295

 

44,849

 

419

 

350,005

 

Leases

 

28,556

 

9,623

 

12,570

 

5,868

 

495

 

Total contractual cash obligations

 

$

2,736,752

 

$

708,445

 

$

970,597

 

$

524,212

 

$

533,498

 

 

In addition to the commitments set forth in the above table, at October 25, 2003, the company had $38,132 in standby letters of credit issued on behalf of the company. The standby letters of credit are primarily related to the company’s self-insured workers’ compensation programs.

 

The company believes its financial resources, including a three-year revolving credit facility for $150 million and anticipated funds from operations will be adequate to meet all current commitments. At the end of fiscal 2003, the company had short-term commitments to expend approximately $43,900 (not included in the above table) to complete construction in progress at various Hormel Foods and Jennie-O Turkey Store locations.

 

Forward-Looking Statements

This report may contain “forward-looking” information within the meaning of the federal securities laws. The “forward-looking” information may include statements concerning the company’s outlook for the future as well as other statements of beliefs, future plans, strategies, or anticipated events and similar expressions concerning matters that are not historical facts. “Forward-looking” statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, the statements. Among the factors that may affect the operating results of the company are the following: (i) fluctuations in the cost and availability of raw materials, such as commodity pork, poultry, and feed grain costs; (ii) changes in the availability and relative costs of labor; (iii) market conditions for finished products, including the supply and pricing of alternative proteins; (iv) effectiveness of advertising and marketing programs; (v) changes in consumer purchasing behavior; (vi) the ability of the company to successfully integrate newly acquired businesses into existing operations; (vii) risks associated with leverage, including cost increases due to rising interest rates; (viii) changes in domestic or foreign regulations and laws, including changes in accounting standards, environmental laws, occupational, health, and safety laws; (ix) issues related to food safety, including costs resulting from product recalls, regulatory compliance, and any related claims or litigation; (x) adverse results from ongoing litigation; (xi) access to foreign markets together with foreign economic conditions, including currency fluctuations; and (xii) the effect of, or changes in, general economic conditions. Please refer to Exhibit 99.1 attached to the company’s Annual Report on Form 10-K for fiscal year ending October 25, 2003, for further information on the company’s position regarding “forward-looking” information.

 

Quantitative and Qualitative Disclosure about Market Risks

Hog Markets: The company’s earnings are affected by fluctuations in the live hog market. To minimize the impact on earnings, the company has entered into contracts with producers for the purchase of hogs at formula-based prices over periods of up to 15 years. Contract formulas are based on hog production costs, hog futures, or hog primal values. Purchased hogs under contract account for 79 percent and 75 percent of the total hogs purchased by the company in fiscal years 2003 and 2002, respectively. A hypothetical 10 percent change in the cash market would have impacted approximately 21 percent and 25 percent of the hogs purchased in fiscal 2003 and 2002, respectively, and would have had an immaterial effect on the company’s results. The contracts reduce volatility in hog prices and ensure a steady supply of quality hogs.

 

27



Certain procurement contracts allow for future hog deliveries (firm commitments) to be forward priced. The company generally hedges these firm commitments by purchasing hog futures contracts. These futures contracts are designated and accounted for as fair value hedges. The change in the market value of such futures contracts has historically been, and is expected to continue to be, highly effective at offsetting changes in price movements of the hedged item. Changes in the fair value of the futures contracts, along with the gain or loss on the firm commitment, are recorded on the statement of financial position as a current asset and liability, respectively. The fair value of the company’s open futures contracts as of October 25, 2003, was $504.

 

The company measures its market risk exposure on its October 25, 2003, hog futures contracts using a sensitivity analysis, which considers a hypothetical 10 percent change in market prices. A 10 percent increase or decrease in market prices would have an immaterial impact on the fair value of the company’s open hog contracts.

 

Turkey Markets: The company raises or contracts on a yearly basis for live turkeys. Production costs in raising turkeys are primarily subject to fluctuations in feed grain prices and to a lesser extent fuel costs.

 

Long-Term Debt: A principal market risk affecting the company is the exposure to changes in interest rates on the company’s fixed-rate, long-term debt. Market risk for fixed-rate, long-term debt is estimated as the potential increase in fair value, resulting from a hypothetical 10 percent decrease in interest rates, and amounts to approximately $12,390. The fair values of the company’s long-term debt were estimated using discounted future cash flows based on the company’s incremental borrowing rates for similar types of borrowing arrangements.

 

International: The fair values of certain company assets are subject to fluctuations in foreign currencies. The company’s net asset position in foreign currencies as of October 25, 2003, was $148,600 with most of the exposure existing in euros, Philippine pesos, and Chinese yuan. Changes in currency exchange rates impact the fair values of company assets either currently through the consolidated statement of operations, as currency gains/losses, or by affecting other comprehensive income/loss.

 

The company measures its foreign currency exchange risk by using a 10 percent sensitivity analysis on the company’s primary foreign net asset position, the euro, as of October 25, 2003. A 10 percent strengthening in value of the euro relative to the U.S. dollar would result in an immaterial currency gain and other comprehensive income of $8,640 (pretax). A hypothetical 10 percent weakening in value of the euro relative to the U.S. dollar would result in an immaterial currency loss and other comprehensive loss of $8,640 (pretax).

 

Responsibility for Financial Statements

 

The accompanying financial statements were prepared by the management of Hormel Foods Corporation which is responsible for their integrity and objectivity. These statements have been prepared in accordance with generally accepted accounting principles appropriate in the circumstances and, as such, include amounts that are based on our best estimates and judgments.

 

Hormel Foods Corporation has developed a system of internal controls designed to assure that the records reflect the transactions of the company and that the established policies and procedures are adhered to. This system is augmented by well-communicated written policies and procedures, a strong program of internal audit, and well-qualified personnel.

 

These financial statements have been audited by Ernst & Young LLP, independent auditors, and their report appears on page 43. Their audit is conducted in accordance with generally accepted auditing standards and includes a review of the company’s accounting and financial controls and tests of transactions.

 

The Audit Committee of the Board of Directors, composed solely of outside directors, meets periodically with the independent auditors, management, and the internal auditors to assure that each is carrying out its responsibilities. Both Ernst & Young LLP and our internal auditors have full and free access to the Audit Committee, with or without the presence of management, to discuss the results of their audit work and their opinions on the adequacy of internal controls and the quality of financial reporting.

 

/s/ Joel W. Johnson

 

 

/s/ Michael J. McCoy

 

Joel W. Johnson

 

Michael J. McCoy

Chairman of the Board
President and
Chief Executive Officer

 

Executive Vice President
and Chief Financial Officer

 

28



 

Consolidated Statements of Financial Position

 

(In Thousands)

 

October 25, 2003

 

October 26, 2002

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and cash equivalents

 

$

97,976

 

$

309,563

 

Accounts receivable

 

291,481

 

275,460

 

Inventories

 

403,213

 

355,638

 

Deferred income taxes

 

14,732

 

7,431

 

Prepaid expenses and other current assets

 

16,572

 

14,078

 

Total Current Assets

 

823,974

 

962,170

 

Deferred Income Taxes

 

0

 

6,583

 

Goodwill

 

414,258

 

310,072

 

Other Intangibles

 

95,728

 

56,224

 

Investments in and Receivables from Affiliates

 

138,357

 

127,222

 

Other Assets

 

219,462

 

105,247

 

Property, Plant and Equipment

 

 

 

 

 

Land

 

26,157

 

21,709

 

Buildings

 

436,660

 

382,573

 

Equipment

 

902,652

 

852,403

 

Construction in progress

 

46,057

 

46,466

 

 

 

1,411,526

 

1,303,151

 

Less allowance for depreciation

 

(710,184

)

(650,473

)

 

 

701,342

 

652,678

 

Total Assets

 

$

2,393,121

 

$

2,220,196

 

 

 

 

 

 

 

Liabilities and Shareholders’ Investment

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts payable

 

$

195,826

 

$

174,070

 

Accrued expenses

 

33,996

 

34,496

 

Accrued marketing expenses

 

62,799

 

51,739

 

Employee compensation

 

84,658

 

87,897

 

Taxes, other than federal income taxes

 

21,647

 

19,819

 

Dividends payable

 

14,594

 

13,569

 

Federal income taxes

 

14,175

 

14,701

 

Current maturities of long-term debt

 

14,295

 

13,820

 

Total Current Liabilities

 

441,990

 

410,111

 

Long-term Debt – less current maturities

 

395,273

 

409,648

 

Accumulated Postretirement Benefit Obligation

 

255,914

 

253,078

 

Other Long-term Liabilities

 

36,247

 

32,104

 

Deferred Income Taxes

 

10,962

 

0

 

Shareholders’ Investment

 

 

 

 

 

Preferred stock, par value $.01 a share – authorized 80,000,000 shares; issued – none

 

 

 

 

 

Common stock, nonvoting, par value $.01 a share – authorized 200,000,000 shares; issued – none

 

 

 

 

 

Common stock, par value $.0586 a share – authorized 400,000,000 shares;

 

 

 

 

 

issued 138,596,084 shares October 25, 2003

 

 

 

 

 

issued 138,411,338 shares October 26, 2002

 

8,122

 

8,111

 

Additional paid-in capital

 

4,073

 

0

 

Accumulated other comprehensive loss

 

(25,144

)

(32,959

)

Retained earnings

 

1,265,684

 

1,140,103

 

Total Shareholders’ Investment

 

1,252,735

 

1,115,255

 

Total Liabilities and Shareholders’ Investment

 

$

2,393,121

 

$

2,220,196

 

 

See notes to consolidated financial statements.

 

29



 

Consolidated Statements of Operations

 

 

 

Fiscal Year Ended

 

(In Thousands, Except Per Share Amounts)

 

October 25, 2003

 

October 26, 2002

 

October 27, 2001

 

 

 

 

 

 

 

 

 

Net sales

 

$

4,200,328

 

$

3,910,314

 

$

3,885,244

 

Cost of products sold

 

3,187­,175

 

2,94­7,461

 

2,989,337

 

Gross Profit

 

1,013,153

 

962,853

 

895,907

 

Expenses:

 

 

 

 

 

 

 

Selling and delivery

 

583,964

 

558,354

 

505,500

 

Administrative and general

 

124,665

 

93,990

 

90,101

 

Total Expenses

 

708,629

 

652,344

 

595,601

 

Equity in earnings of affiliates

 

5,886

 

7,741

 

3,498

 

Operating Income

 

310,410

 

318,250

 

303,804

 

Other income and expense:

 

 

 

 

 

 

 

Interest and investment income

 

10,785

 

7,145

 

9,163

 

Interest expense

 

(31,864

)

(31,425

)

(27,953

)

Earnings Before Income Taxes

 

289,331

 

293,970

 

285,014

 

Provision for income taxes

 

103,552

 

104,648

 

102,573

 

Net Earnings

 

$

185,779

 

$

189,322

 

$

182,441

 

 

 

 

 

 

 

 

 

Net Earnings Per Share:

 

 

 

 

 

 

 

Basic

 

$

1.34

 

$

1.36

 

$

1.32

 

Diluted

 

$

1.33

 

$

1.35

 

$

1.30

 

 

 

 

 

 

 

 

 

Weighted Average Shares Outstanding:

 

 

 

 

 

 

 

Basic

 

138,440

 

138,706

 

138,710

 

Diluted

 

139,710

 

140,292

 

140,125

 

 

See notes to consolidated financial statements.

 

30



 

Consolidated Statements of Changes in Shareholders’ Investment

 

(In Thousands,

 

Common Stock

 

Treasury Stock

 

Additional
Paid-In
Capital

 

Retained
Earnings

 

Accumulated
Other
Comprehensive
Income (Loss)

 

Total
Shareholders’
Investment

 

Except Per Share Amounts)

 

Shares

 

Amount

 

Shares

 

Amount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at October 28, 2000

 

138,569

 

$

8,120

 

0

 

$

0

 

$

0

 

$

886,674

 

$

(20,917

)

$

873,877

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

 

 

 

 

 

 

 

 

 

182,441

 

 

 

182,441

 

Foreign currency translation

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,695

)

(4,695

)

Adjustment in minimum pension liability

 

 

 

 

 

 

 

 

 

 

 

 

 

(249

)

(249

)

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

177,497

 

Purchases of common stock

 

 

 

 

 

(416

)

(9,213

)

 

 

 

 

 

 

(9,213

)

Exercise of stock options

 

368

 

22

 

142

 

2,738

 

3,143

 

(848

)

 

 

5,055

 

Shares retired

 

(274

)

(16

)

274

 

6,475

 

 

 

(6,459

)

 

 

0

 

Cash dividends – $.37 per share

 

 

 

 

 

 

 

 

 

 

 

(51,335

)

 

 

(51,335

)

Balance at October 27, 2001

 

138,663

 

$

8,126

 

0

 

$

0

 

$

3,143

 

$

1,010,473

 

$

(25,861

)

$

995,881

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

 

 

 

 

 

 

 

 

 

189,322

 

 

 

189,322

 

Foreign currency translation

 

 

 

 

 

 

 

 

 

 

 

 

 

3,822

 

3,822

 

Unrealized loss on available–for-sale securities

 

 

 

 

 

 

 

 

 

 

 

 

 

(10,609

)

(10,609

)

Deferred hedging

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,583

)

(2,583

)

Adjustment in minimum pension liability

 

 

 

 

 

 

 

 

 

 

 

 

 

2,272

 

2,272

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

182,224

 

Purchases of common stock

 

 

 

 

 

(484

)

(10,762

)

 

 

 

 

 

 

(10,762

)

Exercise of stock options

 

176

 

10

 

56

 

1,251

 

736

 

11

 

 

 

2,008

 

Shares retired

 

(428

)

(25

)

428

 

9,511

 

(3,879

)

(5,607

)

 

 

0

 

Cash dividends –  $.39 per share

 

 

 

 

 

 

 

 

 

 

 

(54,096

)

 

 

(54,096

)

Balance at October 26, 2002

 

138,411

 

$

8,111

 

0

 

$

0

 

$

0

 

$

1,140,103

 

$

(32,959

)

$

1,115,255

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

 

 

 

 

 

 

 

 

 

185,779

 

 

 

185,779

 

Foreign currency translation

 

 

 

 

 

 

 

 

 

 

 

 

 

(913

)

(913

)

Unrealized gain on available- for-sale securities

 

 

 

 

 

 

 

 

 

 

 

 

 

15,536

 

15,536

 

Deferred hedging, net of reclassification adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

205

 

205

 

Adjustment in minimum pension liability

 

 

 

 

 

 

 

 

 

 

 

 

 

(7,013

)

(7,013

)

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

193,594

 

Purchases of common stock

 

 

 

 

 

(279

)

(6,119

)

 

 

 

 

 

 

(6,119

)

Stock option expense

 

 

 

 

 

 

 

 

 

1,887

 

 

 

 

 

1,887

 

Exercise of stock options

 

185

 

11

 

279

 

6,110

 

2,195

 

(2,080

)

 

 

6,236

 

Shares retired

 

 

 

 

 

 

 

9

 

(9

)

 

 

 

 

0

 

Cash dividends – $.42 per share

 

 

 

 

 

 

 

 

 

 

 

(58,118

)

 

 

(58,118

)

Balance at October 25, 2003

 

138,596

 

$

8,122

 

0

 

$

0

 

$

4,073

 

$

1,265,684

 

$

(25,144

)

$

1,252,735

 

 

See notes to consolidated financial statements.

 

31



 

Consolidated Statements of Cash Flows

 

 

 

Fiscal Year Ended

 

(In Thousands)

 

October 25, 2003

 

October 26, 2002

 

October 27, 2001

 

 

 

 

 

 

 

 

 

Operating Activities

 

 

 

 

 

 

 

Net earnings

 

$

185,779

 

$

189,322

 

$

182,441

 

Adjustments to reconcile to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation

 

83,374

 

82,240

 

74,546

 

Amortization of intangibles

 

4,646

 

998

 

15,647

 

Equity in earnings of affiliates

 

(5,000

)

(6,799

)

(2,866

)

Provision for deferred income taxes

 

(4,592

)

3,052

 

(1,763

)

Loss (gain) on property/equipment sales

 

2,519

 

619

 

(901

)

Changes in operating assets and liabilities net of acquisitions:

 

 

 

 

 

 

 

(Increase) decrease in accounts receivable

 

(10,636

)

32,655

 

19,234

 

(Increase) decrease in inventories, prepaid expenses, and other current assets

 

(24,303

)

9,250

 

(21,994

)

Increase in accounts payable and accrued expenses

 

17,697

 

15,524

 

56,096

 

Other

 

3,766

 

0

 

0

 

Net cash provided by operating activities

 

253,250

 

326,861

 

320,440

 

 

 

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

 

 

Sale of held-to-maturity securities

 

0

 

20,000

 

6,239

 

Purchase of held-to-maturity securities

 

0

 

(20,000

)

(275

)

Acquisitions of businesses

 

(240,970

)

(476

)

(440,036

)

Purchases of property/equipment

 

(67,104

)

(64,465

)

(77,129

)

Proceeds from sales of property/equipment

 

5,085

 

9,800

 

6,007

 

(Increase) in investments, equity in affiliates and other assets

 

(91,291

)

(7,575

)

(5,102

)

Dividends from affiliates

 

0

 

2,104

 

3,349

 

Net cash used in investing activities

 

(394,280

)

(60,612

)

(506,947

)

 

 

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

Proceeds from short-term debt

 

60,000

 

0

 

0

 

Principal payments on short-term debt

 

(60,000

)

0

 

0

 

Proceeds from long-term debt

 

42

 

3,263

 

367,494

 

Principal payments on long-term debt

 

(13,942

)

(84,504

)

(40,579

)

Dividends paid on common stock

 

(57,092

)

(53,437

)

(50,623

)

Share repurchase

 

(6,119

)

(10,762

)

(9,213

)

Other

 

6,554

 

2,478

 

5,058

 

Net cash (used in) provided by financing activities

 

(70,557

)

(142,962

)

272,137

 

(Decrease) increase in cash and cash equivalents

 

(211,587

)

123,287

 

85,630

 

Cash and cash equivalents at beginning of year

 

309,563

 

186,276

 

100,646

 

Cash and cash equivalents at end of year

 

$

97,976

 

$

309,563

 

$

186,276

 

 

See notes to consolidated financial statements.

 

32



 

Notes to Consolidated Financial Statements October 25, 2003

 

Note A

 

Summary of Significant Accounting Policies

 

Principles of Consolidation: The consolidated financial statements include the accounts of Hormel Foods Corporation and all of its majority-owned subsidiaries after elimination of all material inter-company accounts, transactions, and profits.

 

Reclassifications: Certain reclassifications of previously reported amounts have been made to conform to the current year presentation and to conform with recent accounting pronouncements and guidance. The reclassifications had no impact on net earnings as previously reported.

 

Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

 

Fiscal Year: The company’s fiscal year ends on the last Saturday in October. Fiscal years 2003, 2002, and 2001 consisted of 52 weeks.

 

Cash and Cash Equivalents and Short-term Marketable Securities: The company considers all investments with an original maturity of three months or less on their acquisition date to be cash equivalents. The company classifies investments with an original maturity of more than three months on their acquisition date as short-term marketable securities.

 

Inventories: Inventories are stated at the lower of cost or market. Livestock and the materials portion of products are valued on the first-in, first-out method with the exception of the materials portion of turkey products that are valued on the last-in, first-out method. Substantially all inventoriable expenses, packages, and supplies are valued by the last-in, first-out method.

 

Property, Plant, and Equipment: Property, plant, and equipment are stated at cost. The company generally uses the straight-line method in computing depreciation. The annual provisions for depreciation have been computed principally using the following ranges of asset lives: buildings 20 to 40 years, machinery and equipment 5 to 10 years.

 

Software development and implementation costs are expensed until the company has determined that the software will result in probable future economic benefits, and management has committed to funding the project. Thereafter, all direct, external implementation costs, and purchased software costs are capitalized and amortized using the straight-line method over the remaining estimated useful lives, not exceeding five years.

 

Goodwill and Intangibles: Goodwill and other intangibles are originally recorded at their estimated fair values at date of acquisition. Goodwill and indefinite-lived intangibles are no longer amortized, but are tested annually for impairment, or more frequently if impairment indicators arise, as described in the company’s “Critical Accounting Policies.” Prior to fiscal 2002, goodwill and intangibles were amortized over their estimated useful lives, not to exceed a period of forty years. Definite-lived intangibles are amortized over their estimated useful lives and are evaluated for impairment annually, or more frequently if impairment indicators are present, using a process similar to that used to test other long-lived assets for impairment.

 

Impairment of Long-lived Assets: The company reviews long-lived assets and definite-lived intangibles for impairment annually or more frequently when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If impairment indicators are present and the estimated future undiscounted cash flows are less than the carrying value of the assets and any related goodwill, the carrying value is reduced to the estimated fair value.

 

In the first quarter of fiscal 2003, the company’s Jennie-O Turkey Store subsidiary announced it would close its Heartland Foods processing plant in Marshall, Minn., effective February 28, 2003. The company has classified the Marshall facility as an “asset to be disposed of by sale” in accordance with Statement of Financial Accounting Standard (SFAS) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” In fiscal 2003, the company recognized a pretax loss of $2.5 million in cost of products sold to write the asset down to fair value. This asset is no longer depreciated and is included in other assets on the consolidated balance sheet with a carrying value of $1.8 million.

 

Foreign Currency Translation: Assets and liabilities denominated in foreign currency are translated at the current exchange rate as of the balance sheet date, and income statement amounts are translated at the average monthly exchange rate. Translation adjustments resulting from fluctuations in exchange rates are recorded as a component of accumulated other comprehensive loss in shareholders’ investment.

 

When calculating foreign currency translation, the company deemed its foreign investments to be permanent in nature and has not provided for taxes on currency translation adjustments arising from converting the investment in a foreign currency to U.S. dollars.

 

33



 

Accumulated Other Comprehensive Loss: The components of accumulated other comprehensive loss are as follows:

 

(In Thousands)

 

Foreign Currency
Translation

 

Minimum
Pension Liability

 

Unrealized Gain
(Loss) on Available-
for-Sale Securities

 

Deferred Loss
– Hedging

 

Accumulated Other
Comprehensive
Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at October 28, 2000 (net of tax)

 

$

(12,213

)

$

(8,704

)

 

 

 

 

$

(20,917

)

Unrealized losses

 

(4,695

)

(407

)

 

 

 

 

(5,102

)

Tax effect

 

 

 

158

 

 

 

 

 

158

 

Net of tax amount

 

(4,695

)

(249

)

 

 

 

 

(4,944

)

Balance at October 27, 2001

 

(16,908

)

(8,953

)

 

 

 

 

(25,861

)

Unrealized gains (losses)

 

3,822

 

3,610

 

$

(10,609

)

$

(2,583

)

(5,760

)

Tax effect

 

(1,338

)

 

 

 

 

 

 

(1,338

)

Net of tax amount

 

3,822

 

2,272

 

(10,609

)

(2,583

)

(7,098

)

Balance at October 26, 2002

 

(13,086

)

(6,681

)

(10,609

)

(2,583

)

(32,959

)

Unrealized gains (losses)

 

(913

)

(11,142

)

19,036

 

(4,954

)

2,027

 

Reclassification into net earnings

 

 

 

 

 

 

 

3,759

 

3,759

 

Tax effect

 

 

 

4,129

 

(3,500

)

1,400

 

2,029

 

Net of tax amount

 

(913

)

(7,013

)

15,536

 

205

 

7,815

 

Balance at October 25, 2003

 

$

(13,999

)

$

(13,694

)

$

4,927

 

$

(2,378

)

$

(25,144

)

 

Derivatives and Hedging Activity: The company uses commodity futures to manage its exposure to price fluctuations in the commodity market. The commodity futures contracts are recorded at fair value on the balance sheet within prepaid expenses and other current assets. Additional information on hedging activities is presented in Note J.

 

Equity Method Investments: The company has a number of investments in joint ventures and other entities where its voting interests are in excess of 20 percent but not greater than 50 percent. The company accounts for such investments under the equity method of accounting, and its underlying share of each investee’s equity is reported in the consolidated balance sheet as part of investments in affiliates.

 

The company regularly monitors and evaluates the fair value of its equity investments. If events and circumstances indicate that a decline in the fair value of these assets has occurred and is other than temporary, the company will record a charge to “equity in earnings of affiliates.” The company’s equity investments do not have a readily determinable fair value as none of them are publicly traded. The fair values of the company’s private equity investments are determined by discounting the estimated future cash flows of each entity. These cash flow estimates include assumptions on growth rates and future currency exchange rates. The company did not record an impairment charge on any of its equity investments in fiscal years 2003, 2002, or 2001.

 

At the end of the third quarter of fiscal 2002, the company began accounting for its investment in Campofrio Alimentacion, S.A. (Campofrio), a publicly traded company in Spain, using the cost method. Hormel Foods changed its accounting from the equity method and now classifies its holding in Campofrio as “available-for-sale” because its ownership level was reduced below 20 percent due to the company’s election to not participate in a Campofrio equity offering. This investment is recorded at a market value of $86.4 million with unrealized gains of $4.9 million, net of tax, reflected in accumulated other comprehensive loss as of October 25, 2003. The only material equity method investment is a 40 percent ownership interest in a Philippine joint venture, Purefoods-Hormel Company, which has an October 25, 2003, book value of $32.1 million.

 

Revenue Recognition: The company recognizes sales upon delivery of its products to customers net of applicable provisions for discounts, returns, and allowances. Products are delivered upon receipt of customer purchase orders with acceptable terms, including price and collectibility that is reasonably assured.

 

The company offers various sales incentives to customers and consumers. Incentives that are offered off-invoice include prompt pay allowances, spoilage allowances, and temporary price reductions. These incentives are recognized as reduction of revenue at the time title passes. Coupons are used as an incentive for consumers to purchase various products. The coupons reduce revenues at the time they are offered. Promotional contracts and voluntary promotions are performed by customers to promote the company’s products to the consumers. These incentives reduce revenues at the time of performance through direct payments and accrued promotional funds. Accrued promotional funds are unpaid liabilities for promotional contracts and voluntary promotions in process or completed at the end of a quarter or fiscal year. Promotional contract accruals are based on a review of the unpaid outstanding contracts on which performance has taken place. Voluntary performance accruals are based on the historical spend rates by product lines. Estimates used to determine the revenue reduction include the level of customer performance and the historical spend rate versus contracted rates.

 

Effective the beginning of fiscal 2002, the company applied the consensus reached by the Emerging Issues Task Force of the Financial Accounting Standards Board (FASB) in EITF 01-09, “Accounting for Consideration Given by a Vendor to a Customer or a Reseller of the Vendor’s Products.” Under this consensus, consideration generally is classified as a reduction of revenue.

 

34



 

Advertising Expenses: Advertising costs are expensed when incurred. Advertising expenses include all media advertising but exclude the costs associated with coupons, samples, and market research. Advertising costs for fiscal years 2003, 2002, and 2001 were $83.5 million, $89.4 million, and $68.5 million, respectively.

 

Shipping and Handling Costs: Shipping and handling costs are recorded as selling and delivery expenses. Shipping and handling costs for fiscal years 2003, 2002, and 2001 were $284.2 million, $267.1 million, and $234.3 million, respectively.

 

Research and Development Expenses: Research and development costs are expensed as incurred and are included in administrative and general expenses. Research and development expenses incurred for fiscal years 2003, 2002, and 2001 were $13.2 million, $12.1 million, and $11.5 million, respectively.

 

Income Taxes: The company records income taxes in accordance with the liability method of accounting. Deferred taxes are recognized for the estimated taxes ultimately payable or recoverable based on enacted tax law. Changes in enacted tax rates are reflected in the tax provision as they occur.

 

Employee Stock Options: In the fourth quarter of fiscal 2003, the company adopted the fair value method of accounting for employee stock options in accordance with SFAS No.123, “Accounting for Stock-Based Compensation” and SFAS No.148, “Accounting for Stock-Based Compensation – Transition and Disclosure.” The company has elected to use the prospective method to recognize stock-based compensation expense and recognized $1.2 million, net of tax, for stock options expense in fiscal 2003. Accordingly, the company will continue to use the intrinsic value method prescribed by Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations in accounting for employee stock options granted prior to fiscal year 2003. Under the intrinsic value method, no compensation expense was recognized in years prior to fiscal 2003 because options were granted at current market prices.

 

Because employee stock options generally vest over four years and the company has elected to use the prospective method in transitioning to fair value accounting, reported stock options expense will increase in each of the next three years. Additional information on employee stock options is presented in Note I.

 

Pro forma amounts if the company had used the fair value method in accounting for all employee stock options are as follows:

 

 

 

Year Ended

 

(In Thousands)

 

October 25,
2003

 

October 26,
2002

 

October 27,
2001

 

 

 

 

 

 

 

 

 

Net earnings, as reported

 

$

185,779

 

$

189,322

 

$

182,441

 

Add: Stock-based compensation expense included in reported net earnings, net of related tax effects

 

1,188

 

 

 

Deduct: Total stock-based compensation expense determined under fair value method for all awards, net of related tax effects

 

(4,437

)

(3,564

)

(2,961

)

Pro forma net earnings

 

$

182,530

 

$

185,758

 

$

179,480

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

Basic – as reported

 

$

1.34

 

$

1.36

 

$

1.32

 

Basic – pro forma

 

$

1.32

 

$

1.34

 

$

1.29

 

Diluted – as reported

 

$

1.33

 

$

1.35

 

$

1.30

 

Diluted – pro forma

 

$

1.31

 

$

1.32

 

$

1.28

 

 

Earnings Per Share: Basic earnings per share are computed using the weighted-average common shares outstanding. Diluted earnings per share are computed using the weighted-average common shares outstanding after adjusting for potential common shares from stock options. For all years presented, the reported net earnings were used when computing basic and diluted earnings per share. A reconciliation of the shares used in the computation is as follows:

 

(In Thousands)

 

2003

 

2002

 

2001

 

 

 

 

 

 

 

 

 

Basic weighted-average shares outstanding

 

138,440

 

138,706

 

138,710

 

Dilutive potential common shares

 

1,270

 

1,586

 

1,415

 

Diluted weighted-average shares outstanding

 

139,710

 

140,292

 

140,125

 

 

Accounting Changes and Recent Accounting Pronouncements:

In the first quarter of fiscal 2003, the company adopted SFAS No. 143, “Accounting for Asset Retirement Obligations.” SFAS No.143 addresses accounting for legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development, or normal operations of long-lived assets, except for certain obligations of lessees. Adoption of the statement did not have a material impact on the company’s financial statements.

 

In the first quarter of fiscal 2003, the company adopted SFAS No.144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” which replaces SFAS No.121, “Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of.” Though SFAS No.144 retains the basic guidance of SFAS No.121 regarding when and how to measure an impairment loss, it provides additional implementation guidelines. Adoption of the statement did not affect the calculation of the impairment loss recognized in fiscal 2003 on the Heartland Foods processing plant referenced above and, therefore, did not have a material impact on the company’s financial statements.

 

In the first quarter of fiscal 2003, the company adopted SFAS No.146, “Accounting for Costs Associated with Exit or Disposal Activities.” The pronouncement rescinds the guidance of EITF 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in Restructuring).” SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred and be measured at fair value. Adoption of the statement did not have a material impact on the company’s financial statements.

 

In the fourth quarter of fiscal 2003, the company adopted the fair value method of accounting for employee stock options as outlined in SFAS No. 123, “Accounting for Stock-Based Compensation.” The company has elected to use the prospective method as allowed in SFAS No. 148, “Accounting for Stock-Based Compensation –Transition and Disclosure.” The disclosure provisions of SFAS No. 148 were adopted in the second quarter of fiscal 2003. Additional information on employee stock options is presented under the heading “Employee Stock Options” above and in Note I.

 

35



 

In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities.” The Interpretation requires variable interest entities to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity’s activities or is entitled to receive a majority of the entity’s residual returns or both. The initial adoption of Interpretation No. 46 for arrangements entered into or modified after January 31, 2003, did not have any impact on the company’s financial statements. The company is currently analyzing the impact of arrangements entered into prior to February 1, 2003, for which the Interpretation will be effective in the first quarter of fiscal 2004, and does not anticipate that the impact of these arrangements will have a material effect on the company’s financial statements.

 

Note B

 

Acquisitions

On July 31, 2003, the company purchased the assets of Century Foods International (CFI) for $116.5 million in cash, including related costs. CFI, located in Sparta, Wis., manufactures nutritional products, dairy proteins and blends, and cheese products.

 

On December 30, 2002, the company purchased 100 percent of the outstanding stock of the Imperial Sugar Company subsidiaries operating the Diamond Crystal Brands (DCB) business for $124.5 million in cash, including related costs. DCB packages and sells various sugar, sugar substitute, salt and pepper products, savory products, drink mixes, and dessert mixes to retail and foodservice customers.

 

On April 27, 2001, the company purchased the assets of Diamond Crystal Brands Nutritional Products (Diamond Crystal) for $66.2 million in cash, including related costs. Diamond Crystal, formerly headquartered in Savannah, Ga., produces a variety of nutritional food products sold to hospitals, nursing homes, and other marketers of nutritional products.

 

On February 24, 2001, the company purchased all of the issued and outstanding capital stock of Jerome Foods, Inc. (d/b/a The Turkey Store Company) through the merger of a wholly owned, special-purchase subsidiary of Hormel Foods with and into Jerome Foods. The Turkey Store Company was a turkey processing business headquartered in Barron, Wis.

 

All acquisitions above have been recorded using the purchase method of accounting. The final allocation of The Turkey Store purchase price, including reclassifications for the adoption of SFAS No.142, “Goodwill & Other Intangible Assets,” is as follows:

 

(In Thousands)

 

Turkey Store

 

 

 

 

 

Current assets

 

$

90,347

 

Goodwill

 

179,272

 

Other intangibles

 

44,400

 

Other assets

 

694

 

Property, plant and equipment

 

140,903

 

Current liabilities

 

(32,540

)

Long-term deferred tax liabilities

 

(54,187

)

Purchase price including related costs

 

$

368,889

 

 

The operating results of each acquisition are included in the company’s Consolidated Statement of Operations from the dates of acquisition. No acquisitions, other than The Turkey Store, were material individually or in aggregate in 2003, 2002, or 2001.

 

Note C

 

Inventories

Principal components of inventories are:

 

(In Thousands)

 

October 25,
2003

 

October 26,
2002

 

 

 

 

 

 

 

Finished products

 

$

229,530

 

$

212,868

 

Raw materials and work-in-process

 

130,841

 

106,231

 

Materials and supplies

 

76,563

 

69,257

 

LIFO reserve

 

(33,721

)

(32,718

)

Total

 

$

403,213

 

$

355,638

 

 

Inventoriable expenses, packages, supplies, and turkey products amounting to approximately $91.1 million at October 25, 2003, and $97.7 million at October 26, 2002, are stated at cost determined by the last-in, first-out method and are $33.7 million and $32.7 million lower in the respective years than such inventories determined under the first-in, first-out method.

 

Note D

 

Goodwill and Intangible Assets

In July 2001, the FASB issued SFAS No.141, “Business Combinations,” and SFAS No.142, “Goodwill and Other Intangible Assets.” These statements change the accounting for business combinations, goodwill, and intangible assets. SFAS No.141 eliminates the pooling-of-interests method of accounting for business combinations and further clarifies the criteria for recognizing intangible assets separate from goodwill. SFAS No.142 provides that goodwill and other indefinite-lived intangible assets are no longer amortized but are reviewed annually (or more frequently if impairment indicators arise) for impairment. Separable intangible assets that are deemed to have a definite life will continue to be amortized over their useful lives.

 

The company elected to early adopt the provisions of SFAS No.141 and SFAS No.142 and discontinued the amortization of goodwill and indefinite-lived intangible assets effective with the end of fiscal year 2001. Had the provisions of SFAS No.142 been in effect during the fiscal year ended October 27, 2001, net earnings would have increased by $12.7 million or $.09 per diluted share.

 

36



 

The gross carrying amount and accumulated amortization for definite-lived intangible assets are as follows:

 

 

 

October 25, 2003

 

October 26, 2002

 

(In Thousands)

 

Gross Carrying
Amount

 

Accumulated
Amortization

 

Weighted Average
Life (in years
)

 

Gross Carrying
Amount

 

Accumulated
Amortization

 

Weighted Average
Life (in years)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-compete covenants

 

$

12,740

 

$

(1,918

)

5.0

 

$

18,156

 

$

(17,456

)

5.0

 

Proprietary software & technology

 

8,970

 

(306

)

11.6

 

0

 

(0

)

 

 

Formulas

 

8,880

 

(2,096

)

6.9

 

4,330

 

(901

)

6.6

 

Customer lists

 

5,420

 

(189

)

8.6

 

0

 

(0

)

 

 

Distribution network

 

3,100

 

(256

)

10.0

 

0

 

(0

)

 

 

Other intangibles

 

4,820

 

(1,386

)

5.1

 

1,550

 

(514

)

8.6

 

Total

 

$

43,930

 

$

(6,151

)

7.6

 

$

24,036

 

$

(18,871

)

5.5

 

 

Amortization expense for the fiscal years ended October 25, 2003, and October 26, 2002, was:

 

 

 

Fiscal Year Ended

 

(In Thousands)

 

October 25,
2003

 

October 26,
2002

 

 

 

 

 

 

 

Amortization expense

 

$

4,646

 

$

998

 

 

Estimated annual amortization expense (in thousands) for the five fiscal years after October 25, 2003, is as follows:

 

2004

 

$

7,046

 

2005

 

6,600

 

2006

 

6,003

 

2007

 

5,612

 

2008

 

3,442

 

 

The carrying amounts for indefinite-lived intangible assets are as follows:

 

(In Thousands)

 

October 25,
2003

 

October 26,
2002

 

 

 

 

 

 

 

Brand/tradename/trademarks

 

$

57,765

 

$

50,875

 

Other intangibles

 

184

 

184

 

Total

 

$

57,949

 

$

51,059

 

 

The changes in the carrying amount of goodwill for the fiscal years ended October 25, 2003, and October 26, 2002, are presented in the table below. The amounts presented for goodwill acquired in fiscal year 2003 reflect the acquisitions of Diamond Crystal Brands and Century Foods International. The company expects to finalize its purchase accounting for these acquisitions in fiscal year 2004. The amounts presented for reclassifications/purchase adjustments primarily reflect the reclassification of certain intangible assets into goodwill that did not meet the criteria for separate recognition under SFAS No.142.

 

(In Thousands)

 

Grocery Products

 

Refrigerated Foods

 

JOTS

 

Specialty Foods

 

Other

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of October 27, 2001

 

$

41,417

 

$

5,279

 

$

185,898

 

$

44,517

 

$

2,114

 

$

279,225

 

Goodwill acquired (sold)

 

(906

)

0

 

239

 

0

 

237

 

(430

)

Reclassifications/Purchase Adjustments

 

40

 

(42

)

17,077

 

14,201

 

1

 

31,277

 

Balance as of October 26, 2002

 

40,551

 

5,237

 

203,214

 

58,718

 

2,352

 

310,072

 

Goodwill acquired

 

0

 

0

 

0

 

104,186

 

0

 

104,186

 

Reclassifications

 

13

 

(13

)

0

 

0

 

0

 

0

 

Balance as of October 25, 2003

 

$

40,564

 

$

5,224

 

$

203,214

 

$

162,904

 

$

2,352

 

$

414,258

 

 

During the fourth quarter of fiscal 2003, the company completed the required annual impairment tests of indefinite-lived intangible assets and goodwill with no impairment indicated.

 

37



 

Note E

 

Long-term Debt and Other Borrowing Arrangements

Long-term debt consists of:

 

(In Thousands)

 

October 25,
2003

 

October 26,
2002

 

 

 

 

 

 

 

Senior unsecured notes, with interest at 6.625%, interest due semi-annually through 2011

 

$

350,000

 

$

350,000

 

Medium-term unsecured notes, with interest at 7.35%, principal and interest due annually through 2006

 

32,143

 

42,857

 

Variable rate – revolving credit agreement, due 2005

 

18,000

 

18,000

 

Industrial revenue bonds with variable interest rates, due 2005

 

4,700

 

4,700

 

Medium-term secured notes with variable rates, principal and interest due semi-annually through 2004, secured by various equipment

 

3,239

 

5,956

 

Other

 

1,486

 

1,955

 

 

 

409,568

 

423,468

 

Less current maturities

 

14,295

 

13,820

 

Total

 

$

395,273

 

$

409,648

 

 

At October 25, 2003, current interest rates on outstanding variable rate debt ranged from 1.10% to 3.67%.

 

The company has various lines of credit, which have a maximum available commitment of $168.0 million. As of October 25, 2003, the company has unused lines of credit of $150.0 million which bear interest at variable rates below prime. A fixed fee is paid for the availability of these credit lines.

 

The company is required, by certain covenants in its debt agreements, to maintain specified levels of financial ratios and balance sheet position. At the end of the current fiscal year, the company was in compliance with all of these covenants.

 

Aggregate annual maturities of long-term debt for the five fiscal years after October 25, 2003, are as follows:

 

2004

 

$

14,295

 

2005

 

33,764

 

2006

 

11,085

 

2007

 

365

 

2008

 

54

 

 

Total interest paid during fiscal 2003, 2002, and 2001 was $32.5 million, $31.6 million, and $19.2 million, respectively. Based on borrowing rates currently available to the company for long-term financing with similar terms and average maturities, the fair value of long-term debt, including current maturities, utilizing discounted cash flows, is $452.9 million.

 

Note F

 

Pension and Other Postretirement Health Care Benefits

The company has several noncontributory defined benefit plans and defined contribution plans covering most employees. Total costs associated with the company’s defined contribution benefit plans in 2003, 2002, and 2001 were $17.0 million, $15.8 million, and $13.6 million, respectively. Benefits for defined benefit pension plans covering hourly employees are provided based on stated amounts for each year of service while plan benefits covering salaried employees are based on final average compensation. Amounts presented for assumed plans are related to acquisitions made in fiscal 2003. The pension rates paid for years of service were increased as a result of labor negotiations in fiscal 2003, resulting in an increase in the company’s benefit obligation of $3.5 million. The company’s funding policy is to make annual contributions of not less than the minimum required by applicable regulations. Actuarial gains and losses and any adjustments resulting from plan amendments are deferred and amortized to expense over periods ranging from 10-14 years.

 

Eligible employees who retired prior to January 1, 1987, receive the company-sponsored medical and life insurance benefits that were in effect when they retired. The medical plan for eligible employees who retired after January 1, 1987, is automatically modified to incorporate plan benefit and plan provision changes whenever they are made to the active employee plan. Employees hired after January 1, 1990, are eligible for postretirement medical coverage but must pay the full cost of the coverage. During fiscal year 2002, the company made certain changes to the Retiree Health Care Program for non-bargaining employees that provided participants (retirees and current employees) two options for determining the amount the participants would be required to contribute for their coverage. Participants could continue under the existing program that contains a cap on the amount subsidized by the company. Continued coverage under this program would result in significant increases to participant contributions because expenses have already exceeded the company’s cap limit. The company decided to offer a new option to participants that featured less volatile increases in participant contributions but still results in future increases that will be determined by the future rate of health care inflation. As a result of a significant number of participants choosing the new option, the company’s benefit obligation increased by $41.0 million in fiscal 2002. In fiscal 2003, the company extended these options to bargaining unit employees, which increased the company’s benefit obligation by $37.6 million. Actuarial gains and losses and any adjustments resulting from plan amendments are deferred and amortized to expense over periods ranging from 10-18 years.

 

38



 

The following is a reconciliation of the beginning and ending balances of the benefit obligation and the fair value of plan assets:

 

 

 

Pension Benefits

 

Other Benefits

 

(In Thousands)

 

2003

 

2002

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

Change in benefit obligation:

 

 

 

 

 

 

 

 

 

Benefit obligation at beginning of year

 

$

531,039

 

$

527,041

 

$

331,130

 

$

301,373

 

Benefit obligation – assumed plans

 

1,748

 

 

 

 

 

 

 

Service cost

 

12,902

 

11,696

 

2,387

 

2,277

 

Interest cost

 

35,632

 

36,898

 

22,341

 

20,976

 

Plan amendment

 

3,541

 

782

 

37,625

 

41,038

 

Actuarial loss (gain)

 

63,194

 

(11,114

)

(3,642

)

(10,125

)

Benefits paid

 

(34,044

)

(34,264

)

(25,966

)

(24,409

)

Benefit obligation at end of year

 

614,012

 

531,039

 

363,875

 

331,130

 

 

 

 

 

 

 

 

 

 

 

Change in plan assets:

 

 

 

 

 

 

 

 

 

Fair value of plan assets at beginning of year

 

491,244

 

559,005

 

 

 

 

 

Fair value of plan assets – assumed plans

 

542

 

 

 

 

 

 

 

Actual return on plan assets

 

11,727

 

(35,596

)

 

 

 

 

Employer contributions

 

52,758

 

2,099

 

 

 

 

 

Benefits paid

 

(34,044

)

(34,264

)

 

 

 

 

Fair value of plan assets at end of year

 

522,227

 

491,244

 

 

 

 

 

Funded status

 

(91,785

)

(39,795

)

(363,875

)

(331,130

)

Unrecognized net transition (asset) liability

 

(213

)

539

 

 

 

 

 

Unrecognized actuarial loss

 

171,059

 

82,974

 

25,795

 

31,969

 

Unrecognized prior service cost

 

7,298

 

4,734

 

74,565

 

39,358

 

Benefit payments subsequent to measurement date

 

775

 

293

 

7,601

 

6,725

 

Net amount recognized

 

$

87,134

 

$

48,745

 

$

(255,914

)

$

(253,078

)

 

As of the 2003 valuation date, plan assets included common stock of the company having a market value of $72.2 million. Dividends paid during the year on shares held by the plan were $1.4 million.

 

Amounts recognized in the consolidated balance sheets as of October 25, 2003, and October 26, 2002, were as follows:

 

 

 

Pension Benefits

 

Other Benefits

 

(In Thousands)

 

2003

 

2002

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

Prepaid benefit cost

 

$

142,476

 

$

96,365

 

 

 

 

 

Accrued benefit liability

 

(78,019

)

(59,725

)

$

(263,515

)

$

(259,803

)

Intangible asset

 

145

 

1,197

 

 

 

 

 

Accumulated other comprehensive loss

 

21,757

 

10,615

 

 

 

 

 

Benefit payments subsequent to measurement date

 

775

 

293

 

7,601

 

6,725

 

Net amount recognized

 

$

87,134

 

$

48,745

 

$

(255,914

)

$

(253,078

)

 

The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for the pension plans with accumulated benefit obligation in excess of plan assets were $94.4 million, $76.7 million, and $0, respectively, as of October 25, 2003, and $64.9 million, $59.7 million and $0, respectively, as of October 26, 2002.

 

Weighted-average assumptions for pension and other benefits were as follows:

 

 

 

2003

 

2002

 

2001

 

 

 

 

 

 

 

 

 

Discount rate

 

6.50

%

7.00

%

7.25

%

Rate of future compensation increase

 

5.00

%

5.00

%

5.00

%

Expected long-term return on plan assets

 

8.60

%

9.50

%

9.50

%

 

For measurement purposes, a 9% annual rate of increase in the per capita cost of covered health care benefits was assumed for 2004. The rate was assumed to decrease to 5% for 2008 and remain at that level thereafter.

 

Net periodic cost of defined benefit plans included the following:

 

 

 

Pension Benefits

 

Other Benefits

 

(In Thousands)

 

2003

 

2002

 

2001

 

2003

 

2002

 

2001

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

$

12,902

 

$

11,696

 

$

12,220

 

$

2,387

 

$

2,277

 

$

2,644

 

Interest cost

 

35,632

 

36,898

 

36,218

 

22,341

 

20,976

 

20,359

 

Expected return on plan assets

 

(40,783

)

(51,451

)

(51,075

)

 

 

 

 

 

 

Amortization of transition obligation

 

752

 

803

 

802

 

 

 

 

 

 

 

Amortization of prior service cost

 

977

 

1,158

 

1,440

 

2,418

 

(351

)

(351

)

Recognized actuarial loss

 

4,165

 

1,768

 

875

 

2,532

 

1,409

 

1,372

 

Net periodic cost

 

$

13,645

 

$

872

 

$

480

 

$

29,678

 

$

24,311

 

$

24,024

 

 

Assumed health care cost trend rates have a significant impact on the amounts reported for the health care plan. A one-percentage-point change in assumed health care cost trend rates would have the following effects:

 

 

 

1-Percentage-Point

 

(In Thousands)

 

Increase

 

Decrease

 

 

 

 

 

 

 

Effect on total of service and interest cost components

 

$

872

 

$

(814

)

Effect on the postretirement benefit obligation

 

30,272

 

(24,738

)

 

39



 

Note G

 

Income Taxes

 

The components of the provision for income taxes are as follows:

 

(In Thousands)

 

2003

 

2002

 

2001

 

 

 

 

 

 

 

 

 

Current:

 

 

 

 

 

 

 

U.S. Federal

 

$

97,855

 

$

91,590

 

$

94,381

 

State

 

8,908

 

9,798

 

9,579

 

Foreign

 

1,381

 

208

 

376

 

Total current

 

108,144

 

101,596

 

104,336

 

Deferred:

 

 

 

 

 

 

 

U.S. Federal

 

(4,533

)

2,882

 

(1,590

)

State

 

(59

)

170

 

(173

)

Total deferred

 

(4,592

)

3,052

 

(1,763

)

Total provision for income taxes

 

$

103,552

 

$

104,648

 

$

102,573

 

 

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The company believes that, based upon its lengthy and consistent history of profitable operations, it is probable that the net deferred tax assets of $3.8 million will be realized on future tax returns, primarily from the generation of future taxable income. Significant components of the deferred income tax liabilities and assets are as follows:

 

(In Thousands)

 

October 25,
2003

 

October 26,
2002

 

 

 

 

 

 

 

Deferred tax liabilities:

 

 

 

 

 

Prepaid pension

 

$

(52,802

)

$

(35,713

)

Tax over book depreciation

 

(48,237

)

(35,834

)

Book/tax basis difference from acquisition

 

(35,889

)

(36,295

)

Other, net

 

(27,477

)

(33,594

)

Deferred tax assets:

 

 

 

 

 

Postretirement benefits

 

94,842

 

93,791

 

Pension accrual

 

13,609

 

12,675

 

Deferred compensation

 

11,845

 

11,170

 

Supplemental pension accrual

 

6,624

 

5,013

 

Insurance accruals

 

5,773

 

5,320

 

Vacation accrual

 

5,606

 

5,508

 

Other, net

 

29,876

 

21,973

 

Net deferred tax assets

 

$

3,770

 

$

14,014

 

 

Reconciliation of the statutory federal income tax rate to the company’s effective tax rate is as follows:

 

 

 

2003

 

2002

 

2001

 

 

 

 

 

 

 

 

 

U.S. statutory rate

 

35.0

%

35.0

%

35.0

%

State taxes on income, net of federal tax benefit

 

2.0

 

2.2

 

2.2

 

All other, net

 

(1.2

)

(1.6

)

(1.2

)

Effective tax rate

 

35.8

%

35.6

%

36.0

%

 

In fiscal 2003, the company elected to change its inventory valuation method for tax purposes from last-in, first-out to first-in, first-out.

 

U.S. income taxes have not been provided on undistributed earnings of foreign subsidiaries, which were approximately $11.7 million as of October 25, 2003. The company expects that such earnings will be reinvested overseas indefinitely. It is not practical to estimate the potential tax liability associated with these undistributed earnings.

 

Total income taxes paid during fiscal 2003, 2002, and 2001 were $76.4 million, $101.3 million, and $81.9 million, respectively.

 

Note H

 

Commitments and Contingencies

 

In order to ensure a steady supply of hogs and turkeys and to keep the cost of products stable, the company has entered into contracts with producers for the purchase of hogs and turkeys at formula-based prices over periods of up to 15 years. Under these contracts, the company is committed at October 25, 2003, to purchase hogs and turkeys, assuming current price levels, as follows:

 

(In Thousands)

 

 

 

 

 

 

 

2004

 

$

684,527

 

2005

 

525,698

 

2006

 

387,480

 

2007

 

292,873

 

2008

 

225,052

 

Later years

 

182,998

 

Total

 

$

2,298,628

 

 

Estimated purchases under these contracts for fiscal 2003, 2002, and 2001 were $686.8 million, $682.3 million, and $828.1 million, respectively.

 

The company has noncancelable operating lease commitments on facilities and equipment at October 25, 2003, as follows:

 

(In Thousands)

 

 

 

 

 

 

 

2004

 

$

9,623

 

2005

 

7,459

 

2006

 

5,111

 

2007

 

4,177

 

2008

 

1,691

 

Later years

 

495

 

Total

 

$

28,556

 

 

The company expensed $21.5 million, $20.0 million, and $19.7 million for rent in fiscal 2003, 2002, and 2001, respectively.

 

The company has commitments to expend approximately $43.9 million to complete construction in progress at various locations as of October 25, 2003.

 

The company is involved, on an ongoing basis, in litigation arising in the ordinary course of business. In the opinion of management, the outcome of litigation currently pending will not materially affect the company’s results of operations, financial condition, or liquidity.

 

40



 

 

Note I

 

Stock Options

 

The company has stock option plans for employees and non-employee directors. The company’s policy is to grant options with the exercise price equal to the market price of the common stock on the date of grant. Options vest over periods ranging from six months to four years and expire ten years after the date of the grant.

 

In the fourth quarter of fiscal 2003, the company adopted the fair value method of accounting for employee stock options as prescribed in SFAS No. 123, “Accounting for Stock-based Compensation,” effective beginning the first quarter of fiscal 2003. The company has elected to transition to fair value accounting using the prospective method as permitted in SFAS No. 148, “Accounting for Stock-based Compensation – Transition and Disclosure.” The company will continue to follow APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations in accounting for options issued to employees prior to fiscal 2003. Expense related to employee stock options is recognized in the consolidated statement of operations over the period the options vest. In fiscal 2003, the company recognized $1.2 million, net of tax, for stock options expense in the results of operations for the fourth quarter. Previously reported quarterly results have not been restated to reflect stock options expense.

 

Following is a summary of stock option activity:

 

(In Thousands,
Except Per Share Data)

 

Shares

 

Weighted-
average
Option Price

 

 

 

 

 

 

 

Balance October 28, 2000

 

6,626

 

$

13.55

 

Granted

 

1,083

 

17.74

 

Exercised

 

(909

)

11.13

 

Forfeitures

 

(1

)

15.91

 

Balance October 27, 2001

 

6,799

 

14.54

 

Granted

 

1,082

 

26.09

 

Exercised

 

(453

)

11.59

 

Forfeitures

 

(64

)

15.23

 

Balance October 26, 2002

 

7,364

 

16.41

 

Granted

 

1,190

 

22.36

 

Exercised

 

(783

)

12.18

 

Forfeitures

 

(16

)

22.60

 

Balance October 25, 2003

 

7,755

 

$

17.74

 

 

Options exercisable are as follows:

 

(In Thousands,
Except Per Share Data)

 

Shares

 

Weighted-
average
Option Price

 

 

 

 

 

 

 

October 27, 2001

 

4,623

 

$

12.99

 

October 26, 2002

 

4,833

 

13.80

 

October 25, 2003

 

5,124

 

$

15.38

 

 

Exercise prices and remaining contractual lives for options outstanding and exercisable at October 25, 2003, are as follows:

 

 

 

Options Outstanding

 

Options Exercisable

 

Range of
Exercise Prices

 

Shares

 

Weighted-
average
Remaining
Contractual
Life (yrs)

 

Weighted-
average
Exercise
Price

 

Shares

 

Weighted-
average
Exercise
Price

 

 

 

(In Thousands)

 

 

 

 

 

(In Thousands)

 

 

 

$

10.25 - $14.66

 

 

2,776

 

2.28

 

$

12.65

 

2,776

 

$

12.65

 

15.90 - 22.58

 

 

3,908

 

7.02

 

19.06

 

2,056

 

17.55

 

25.99 - 26.09

 

 

1,071

 

8.25

 

26.09

 

292

 

26.08

 

Balance

 

 

7,755

 

5.49

 

$

17.74

 

5,124

 

$

15.38

 

 

Pro forma information regarding net earnings and earnings per share is required by SFAS No.123, “Accounting for Stock-Based Compensation,” assuming the company accounted for all its employee stock options using the fair value method and is presented in Note A. The fair value of options was estimated at the date of the grant using the Black-Scholes option-pricing model with the following weighted-average assumptions for 2003, 2002, and 2001, respectively: risk-free interest rate of 3.9%, 4.7%, and 5.3%; a dividend yield of 1.8%, 1.8%, and 1.8%; expected volatility of 25.8%, 25.2%, and 25.3%; and an expected option life of seven years. The weighted-average fair value of options granted in fiscal 2003, 2002, and 2001 was $6.27, $7.74, and $5.52, respectively.

 

The number of shares available for future grants, in thousands, was 4,796 at October 25, 2003, 5,986 at October 26, 2002, and 7,068 at October 27, 2001.

 

Note J

 

Derivatives and Hedging

 

The company uses commodity hedging programs to manage price risk associated with commodity purchases. These programs utilize futures contracts to manage the company’s exposure to price fluctuations in the commodities market.

 

Cash Flow Hedge: The company utilizes corn futures to offset the price fluctuation in the company’s future direct corn purchases. The futures contracts are designated and accounted for as cash flow hedges, and the company measures the effectiveness of the hedges on a regular basis. The company has determined its hedge program to be highly effective. Effective gains or losses related to these cash flow hedges are reported as other comprehensive income (loss) and reclassified into earnings, through cost of products sold, in the period or periods in which the hedged transactions affect earnings. The company typically does not hedge its corn purchases beyond 15 months.

 

As of October 25, 2003, the company has included in accumulated other comprehensive loss hedging losses of $2.4 million (net of tax) relating to its futures contracts. The company expects to realize the full amount of these losses in earnings in 2004. Losses in the amount of $3.8 million, before tax, were reclassified into earnings in fiscal 2003.

 

41



 

Fair Value Hedge: The company utilizes hog futures to minimize the price risk assumed when forward priced contracts are offered to the company’s hog producers. The intent of the program is to make the forward priced hogs cost nearly the same as cash market hogs at the date of delivery.

 

The futures contracts are designated and accounted for as fair value hedges, and the company measures the effectiveness of the hedges on a regular basis. The company has determined its hedge program to be highly effective. Changes in the fair value of the futures contracts, along with the gain or loss on the hedged purchase commitment, are recorded on the statement of financial position as a current asset and liability, respectively.

 

As of October 25, 2003, the fair value of the company’s open futures contracts was $0.5 million. Losses on closed futures contracts in the amount of $0.1 million were recognized in earnings during fiscal 2003.

 

Note K

 

Segment Operating Results

The company develops, processes, and distributes a wide array of food products in a variety of markets. Under the criteria set forth by the accounting standard SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information,” the company reports its results in the following five segments: Grocery Products, Refrigerated Foods, Jennie-O Turkey Store, Specialty Foods, and All Other.

 

The December 2002 acquisition of Diamond Crystal Brands prompted Hormel Foods management to adjust how it evaluates its business and, as a result, established a new segment for Specialty Foods. The Specialty Foods segment includes the newly acquired Diamond Crystal Brands and Century Foods International operating segments, along with the existing operating segments of Hormel HealthLabs (formerly in the Refrigerated Foods segment) and Specialty Products (formerly in the Grocery Products segment). All prior year segment information has been restated to reflect this change.

 

The Grocery Products segment consists primarily of processing, marketing, and sale of shelf-stable food products sold predominately in the retail market.

 

The Refrigerated Foods segment includes the Meat Products and Foodservice business units. The segment consists primarily of processing, marketing, and sale of branded and unbranded pork products for the retail, foodservice, and fresh customer markets. This segment also includes the Precept Foods operation, which offers fresh case-ready pork and beef products to its retail customers. The Precept Foods operation is a 50 percent owned joint venture between Hormel Foods Corporation and Excel Corporation, a wholly owned subsidiary of Cargill, Incorporated.

 

The Jennie-O Turkey Store segment consists primarily of processing, marketing, and sale of branded and unbranded turkey products for the retail, foodservice, and fresh customer markets.

 

The Specialty Foods segment includes the Diamond Crystal Brands (acquired in December 2002), Century Foods International (acquired in July 2003), Hormel HealthLabs, and Specialty Products operating segments. This segment consists of the packaging and sale of various sugar and sugar substitute products, salt and pepper products, dessert mixes, gelatin products, and private label canned meats to retail and foodservice customers. This segment also includes the processing, marketing, and sale of nutritional food products and supplements to hospitals, nursing homes, and other marketers of nutritional products.

 

The All Other segment includes the Dan’s Prize, Inc., Vista International Packaging, Inc., and Hormel Foods International operating segments. These businesses produce, market, and sell beef products and food packaging (i.e., casing for dry sausage), and manufacture, market, and sell company products internationally. This segment also includes various miscellaneous corporate sales.

 

Sales between reporting segments are recorded at prices that approximate cost. Equity in earnings of affiliates is included in segment profit; however, the company does not allocate investment income, interest expense, and interest income to its segments when measuring performance. The company also retains various other income and unallocated expenses at corporate. These items are included on the following page as “Net interest and investment income” and “General corporate expense” when reconciling to earnings before income taxes. All assets other than cash, marketable securities, deferred taxes, and other corporate assets have been identified with the segments to which they relate.

 

(In Thousands)

 

2003

 

2002

 

2001

 

Sales to Unaffiliated Customers

 

 

 

 

 

 

 

Grocery Products

 

$

754,331

 

$

735,802

 

$

721,795

 

Refrigerated Foods

 

2,019,753

 

1,982,137

 

2,092,467

 

Jennie-O Turkey Store

 

924,430

 

881,935

 

787,307

 

Specialty Foods

 

315,177

 

128,826

 

98,944

 

All Other

 

186,637

 

181,614

 

184,731

 

Total

 

$

4,200,328

 

$

3,910,314

 

$

3,885,244

 

 

 

 

 

 

 

 

 

Intersegment Sales

 

 

 

 

 

 

 

Grocery Products

 

$

2

 

$

0

 

$

0

 

Refrigerated Foods

 

3,801

 

3,383

 

2,613

 

Jennie-O Turkey Store

 

53,285

 

60,998

 

65,130

 

Specialty Foods

 

43

 

71

 

80

 

All Other

 

77,901

 

65,927

 

69,483

 

Total

 

135,032

 

130,379

 

137,306

 

Intersegment elimination

 

(135,032

)

(130,379

)

(137,306

)

Total

 

$

0

 

$

0

 

$

0

 

 

 

 

 

 

 

 

 

Net Sales

 

 

 

 

 

 

 

Grocery Products

 

$

754,333

 

$

735,802

 

$

721,795

 

Refrigerated Foods

 

2,023,554

 

1,985,520

 

2,095,080

 

Jennie-O Turkey Store

 

977,715

 

942,933

 

852,437

 

Specialty Foods

 

315,220

 

128,897

 

99,024

 

All Other

 

264,538

 

247,541

 

254,214

 

Intersegment elimination

 

(135,032

)

(130,379

)

(137,306

)

Total

 

$

4,200,328

 

$

3,910,314

 

$

3,885,244

 

 

42



 

(In Thousands)

 

2003

 

2002

 

2001

 

Segment Profit

 

 

 

 

 

 

 

Grocery Products

 

$

152,808

 

$

150,372

 

$

135,526

 

Refrigerated Foods

 

103,167

 

71,245

 

76,332

 

Jennie-O Turkey Store

 

41,069

 

68,517

 

66,033

 

Specialty Foods

 

17,986

 

9,574

 

8,298

 

All Other

 

25,743

 

24,816

 

17,816

 

Total segment profit

 

340,773

 

324,524

 

304,005

 

Net interest and investment income

 

(21,079

)

(24,280

)

(18,159

)

General corporate expense

 

(30,363

)

(6,274

)

(832

)

Earnings before income taxes

 

$

289,331

 

$

293,970

 

$

285,014

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

Grocery Products

 

$

182,706

 

$

196,618

 

$

208,897

 

Refrigerated Foods

 

521,108

 

515,778

 

546,459

 

Jennie-O Turkey Store

 

719,281

 

709,454

 

748,947

 

Specialty Foods

 

382,029

 

106,911

 

104,842

 

All Other

 

201,488

 

181,727

 

180,825

 

Corporate

 

386,509

 

509,708

 

372,728

 

Total

 

$

2,393,121

 

$

2,220,196

 

$

2,162,698

 

 

 

 

 

 

 

 

 

Additions to Property Plant and Equipment

 

 

 

 

 

 

 

Grocery Products

 

$

6,528

 

$

4,667

 

$

5,222

 

Refrigerated Foods

 

18,221

 

31,081

 

26,942

 

Jennie-O Turkey Store

 

26,925

 

18,989

 

21,683

 

Specialty Foods

 

1,950

 

479

 

1,798

 

All Other

 

3,183

 

1,746

 

2,664

 

Corporate

 

10,297

 

7,503

 

18,820

 

Total

 

$

67,104

 

$

64,465

 

$

77,129

 

 

 

 

 

 

 

 

 

Depreciation and Amortization

 

 

 

 

 

 

 

Grocery Products

 

$

5,912

 

$

5,926

 

$

7,542

 

Refrigerated Foods

 

24,996

 

26,531

 

25,634

 

Jennie-O Turkey Store

 

31,161

 

30,775

 

34,692

 

Specialty Foods

 

8,721

 

1,483

 

946

 

All Other

 

3,243

 

3,268

 

3,609

 

Corporate

 

13,987

 

15,255

 

17,770

 

Total

 

$

88,020

 

$

83,238

 

$

90,193

 

 

Note L

 

Quarterly Results of Operations (Unaudited)

The following tabulations reflect the unaudited quarterly results of operations for the years ended October 25, 2003, and October 26, 2002.

 

(In Thousands,
Except Per Share Data)

 

Net
Sales

 

Gross
Profit

 

Net
Earnings

 

Diluted
Earnings
Per Share

 

2003

 

 

 

 

 

 

 

 

 

First quarter

 

$

1,018,450

 

$

252,165

 

$

46,940

 

$

0.34

 

Second quarter

 

1,002,602

 

238,448

 

33,801

 

0.24

 

Third quarter

 

1,009,395

 

227,187

 

34,673

 

0.25

 

Fourth quarter

 

1,169,881

 

295,353

 

70,365

 

0.50

 

 

 

 

 

 

 

 

 

 

 

2002

 

 

 

 

 

 

 

 

 

First quarter

 

$

983,014

 

$

246,252

 

$

50,351

 

$

0.36

 

Second quarter

 

954,627

 

224,057

 

32,740

 

0.23

 

Third quarter

 

933,778

 

226,810

 

38,261

 

0.27

 

Fourth quarter

 

1,038,895

 

265,734

 

67,970

 

0.49

 

 

Report of Independent Auditors

 

To the Shareholders and Board of Directors
Hormel Foods Corporation
Austin, Minnesota

 

We have audited the accompanying consolidated statements of financial position of Hormel Foods Corporation as of October 25, 2003, and October 26, 2002, and the related consolidated statements of operations, changes in shareholders’ investment, and cash flows for each of the three years in the period ended October 25, 2003. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Hormel Foods Corporation at October 25, 2003, and October 26, 2002, and the consolidated results of its operations and its cash flows for each of the three years in the period ended October 25, 2003, in conformity with accounting principles generally accepted in the United States.

 

/s/ Ernst & Young LLP

 

 

Minneapolis, Minnesota

November 23, 2003

 

43



 

Officers and Directors

 

Joel W. Johnson*

Chairman, President,

and Chief Executive Officer

Director since June 1991

 

Michael J. McCoy*

Executive Vice President

and Chief Financial Officer

Director since May 2000

 

Gary J. Ray*

Executive Vice President – Refrigerated Foods

Director since November 1990

 

Eric A. Brown*

Group Vice President – Prepared Foods

Director since January 1997

(retiring January 24, 2004)

 

Steven G. Binder

Group Vice President – Foodservice

 

Richard A. Bross

Group Vice President/President

Hormel Foods International

 

Jeffrey M. Ettinger

Group Vice President/

Chief Executive Officer

Jennie-O Turkey Store, Inc.

 

Ronald W. Fielding

Group Vice President – Sales Strategy

 

James A. Jorgenson

Senior Vice President – Corporate Staff

 

Mahlon C. Schneider

Senior Vice President – External Affairs

and General Counsel

 

Thomas R. Day

Vice President - Foodservice Sales

 

Forrest D. Dryden, Ph.D.

Vice President - Research and Development

 

Jody H. Feragen

Vice President and Treasurer

 

Dennis B. Goettsch

Vice President - Foodservice Marketing

 

Daniel A. Hartzog

Vice President – Meat Products Sales

 

Kurt F. Mueller

Vice President - Fresh Pork Sales and Marketing

 

Gary C. Paxton

Vice President - Specialty Foods

 

Larry J. Pfeil

Vice President - Engineering

 

Douglas R. Reetz

Vice President – Grocery Products Sales

 

James N. Sheehan

Vice President and Controller

 

William F. Snyder

Vice President – Refrigerated Foods Operations

 

James M. Splinter

Vice President – Marketing for Consumer

Products/Refrigerated Foods

 

Joe C. Swedberg

Vice President – Legislative Affairs

and Marketing Services

 

Larry L. Vorpahl

Vice President/General Manager –

Grocery Products

 

James W. Cavanaugh

Corporate Secretary

 

Roland G. Gentzler

Assistant Controller

 

Kevin C. Jones

Assistant Secretary

 

John W. Allen, Ph.D.*

Professor Emeritus, Food Marketing,

Partnership for Food Industry Development

Michigan State University

Director since October 1989

 

John R. Block*

Former U.S. Secretary of Agriculture

Executive Vice President of

Food Marketing Institute and President

of its Wholesale Division

Director since October 1997

 

E. Peter Gillette, Jr.*

Senior Advisor to U.S. Trust Company

Retired President, Piper Trust Company

Director since July 1996

 

Luella G. Goldberg*

Trustee, University of Minnesota Foundation

Member, Board of Overseers,

University of Minnesota

Carlson School of Management

Trustee and Chair Emerita,

Wellesley College

Past Board Chair,

University of Minnesota Foundation

Director since September 1993

 

Susan I. Marvin*

President, Marvin Windows and Doors

Trustee, University of Minnesota Foundation

Director since July 2002

 

John L. Morrison*

Managing Director, Goldner Hawn Johnson

& Morrison Incorporated

Chairman, Callanish Capital Partners

Director since November 2003

 

Dakota A. Pippins*

President and Chief Executive Officer,

Pippins Strategies, LLC

Adjunct Assistant Professor,

New York University

Director since January 2001

 

John G. Turner*

Chairman, Hillcrest Capital Partners

Director since March 2000

 

Robert R. Waller, MD*

President Emeritus,

Mayo Foundation

Professor of Ophthalmology,

Mayo Medical School

Director since January 1993

 


* Director

 

44



 

Shareholder Information

 

Independent Auditors

Ernst & Young LLP
1400 Pillsbury Center
Minneapolis, MN 55402-1491

 

Stock Listing

 

 

Hormel Foods Corporation’s common stock is traded on the New York Stock Exchange under the symbol HRL. The CUSIP number is 440452. There are approximately 11,600 record shareholders and approximately 23,000 shareholders whose shares are held in street name by brokerage firms and financial institutions.

 

Common Stock Data

The high and low closing price of the company’s common stock and the dividends per share declared for each fiscal quarter of 2003 and 2002, respectively, are shown below:

 

2003

 

High

 

Low

 

Dividend

 

 

 

 

 

 

 

 

 

First Quarter

 

$

24.30

 

$

21.76

 

$

.1050

 

Second Quarter

 

22.60

 

20.18

 

.1050

 

Third Quarter

 

24.98

 

22.41

 

.1050

 

Fourth Quarter

 

24.15

 

21.25

 

.1050

 

 

 

 

 

 

 

 

 

2002

 

High

 

Low

 

Dividend

 

 

 

 

 

 

 

 

 

First Quarter

 

$

27.14

 

$

23.12

 

$

.0975

 

Second Quarter

 

28.03

 

24.99

 

.0975

 

Third Quarter

 

24.99

 

20.50

 

.0975

 

Fourth Quarter

 

24.95

 

20.95

 

.0975

 

 

Transfer Agent and Registrar

Wells Fargo Bank Minnesota, N.A.

161 North Concord Exchange

P.O. Box 64854

South St. Paul, MN 55164-0854

www.shareowneronline.com

 

For the convenience of shareholders, a toll-free number (1-877-536-3559) can be used whenever questions arise regarding changes in registered ownership, lost or stolen certificates, address changes, or other matters pertaining to the transfer of stock or shareholder records. When requesting information, shareholders must provide their tax identification number, the name(s) in which their stock is registered, and their record address.

 

The transfer agent makes shareholder account data available to shareholders of record via the Internet. This service allows shareholders to view various account details, such as certificate information, dividend payment history, and/or dividend reinvestment plan records, over a secure Internet connection with the required entry of a tax identification number and a PIN number. Information is available 24 hours per day, seven days a week. If you are interested, you may use the Web site www.shareowneronline.com and access “FIRST TIME VISITOR” to arrange for a PIN setup.

 

Household Sorting

If you hold stock in more than one account, duplicate mailings of financial information may result. You can help eliminate the added expense by requesting only one copy be sent. Please supply the transfer agent with the names in which all accounts are registered and the name of the account for which you wish to receive mailings. This will not in any way affect dividend check mailings. We cannot household sort between record accounts and brokerage accounts.

 

Dividend Reinvestment Plan

Hormel Foods Corporation’s Dividend Reinvestment Plan, available to record shareholders, allows for full dividend reinvestment and voluntary cash purchases with brokerage commissions or other service fees paid by the company. Automatic debit for cash contribution is also available. This is a convenient method to have money automatically withdrawn each month from a checking or savings account and invested in your Dividend Reinvestment Plan account. To enroll in the plan or obtain additional information, contact Wells Fargo Bank Minnesota, N.A., using the address or telephone number provided with its listing in this section as company transfer agent and registrar. Enrollment in the plan is also available on the Internet at www.shareowneronline.com.

 

An optional direct dividend deposit service offers shareholders a convenient method of having quarterly dividend payments electronically deposited into their personal checking or savings account. The dividend payment is made in the account each payment date, providing shareholders with immediate use of their money. For information about the service and how to participate, contact Wells Fargo Bank Minnesota, N.A., transfer agent. You may also activate this feature on the Internet at www.shareowneronline.com.

 

Dividends

The declaration of dividends and all dates related to the declaration of dividends are subject to the judgment and discretion of the Board of Directors of Hormel Foods Corporation. Quarterly dividends are typically paid on the 15th of February, May, August, and November. Postal delays may cause receipt dates to vary.

 

Reports and Publications

Copies of the company’s Form 10-K (annual report) and Form 10-Q (quarterly report) to the Securities and Exchange Commission (SEC), proxy statement, all news releases and other corporate literature are available free upon request by calling (507) 437-5345 or by accessing the information on the Internet at www.hormel.com. The company’s Annual Report to Shareholders is mailed approximately one month before the Annual Meeting.

 

Annual Meeting

The Annual Meeting of Shareholders will be held Tuesday, January 27, 2004, in the Richard L. Knowlton Auditorium at Austin (Minn.) High School. The meeting will convene at 8:00 p.m.

 

Questions about Hormel Foods

Shareholder Inquiries
(507) 437-5944
Analyst/Investor Inquiries
(507) 437-5007
Media Inquiries
(507) 437-5355

 

Consumer Response

Inquiries regarding products of Hormel Foods Corporation should be addressed:

Consumer Response

Hormel Foods Corporation

1 Hormel Place

Austin, MN 55912-3680

or call 1-800-523-4635

 

Trademarks

References in italic within this report represent valuable trademarks owned or licensed by Hormel Foods Corporation or its subsidiaries.

 

45



EX-21.1 4 a2125484zex-21_1.htm EX-21.1
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EXHIBIT 21.1

SUBSIDIARIES OF HORMEL FOODS CORPORATION

The Company owns the indicated percentage of the issued and outstanding stock of the following corporations:

Name of Subsidiary

  State or Country
of Incorporation

  Ownership
Percentage

Hormel Financial Services Corporation   Minnesota   100%
Jennie-O Turkey Store, Inc.   Minnesota   100%
Hormel Foods, LLC   Minnesota   100%
Hormel Foods International Corporation   Delaware   100%
Hormel HealthLabs, Inc.   Minnesota   100%
Vista International Packaging, Inc.   Wisconsin   100%
Dan's Prize, Inc.   Minnesota   100%
Mountain Prairie, LLC   Colorado   100%
PH, Inc.   Minnesota   100%
Fort Dodge Foods, Inc.   Iowa   100%
Rochelle Foods, Inc.   Illinois   100%
Logistic Services Incorporated   Iowa   100%
Creative Contract Packaging Corp.   Illinois   100%
Dold Foods, Inc.   Kansas   100%
Stagg Foods, Inc.   California   100%
Osceola Foods, Inc.   Iowa   100%
Melting Pot Foods, Inc.   Minnesota   100%
Park Ten Foods, Ltd.   Texas   100%
West Central Turkeys, Inc.   Minnesota   100%
Heartland Foods Co.   Minnesota   100%
JJOTS, LLC   Minnesota   100%
Beijing Hormel Foods Co. Ltd.   China     76%
Shanghai Hormel Foods Co. Ltd.   China     79%
Campoco, Inc.   Minnesota   100%
Hormel Netherlands B.V.   Netherlands   100%
Hormel Foods Australia Pty Limited   Australia   100%
Hormel Spain SRL   Spain   100%
Dubuque Foods, Inc.   Minnesota   100%
Hormel Canada, Ltd.   Canada   100%
Park Ten MN, LLC   Minnesota   100%
Park Ten TX, LLC   Minnesota   100%
Diamond Crystal Brands, Inc.   Delaware   100%
Precept Foods, LLC   Delaware     51%

1




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EXHIBIT 21.1 SUBSIDIARIES OF HORMEL FOODS CORPORATION
EX-23.1 5 a2125484zex-23_1.htm EX-23.1
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EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Annual Report (Form 10-K) of Hormel Foods Corporation of our report dated November 23, 2003, included in the 2003 Annual Report to Stockholders of Hormel Foods Corporation.

Our audits also included the financial statement schedule of Hormel Foods Corporation listed in Item 15(a). This schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also consent to the incorporation by reference in Registration Statement Number 333-17327 on Form S-3 dated December 5, 1996, in Post-Effective Amendment Number 2 to Registration Statement Number 33-14614 on Form S-8 dated December 6, 1988, in Registration Statement Number 33-14615 on Form S-8 dated May 27, 1987, in Post-Effective Amendment Number 1 to Registration Statement Number 33-29053 on Form S-8 dated January 26, 1990, in Registration Statement Number 33-43246 on Form S-8 dated October 10, 1991, in Registration Statement Number 33-45408 on Form S-8 dated January 31, 1992, in Registration Statement Number 33-44178 on Form S-8 dated August 18, 2000, and in Registration Statement Number 333-68498 on Form S-4/A dated December 3, 2001, in Registration Statement Numbers 333-102805, 333-102806, 333-102808, and 333-102810 on Forms S-8 dated January 29, 2003, and in Registration Statement Number 333-110776 on Form S-8 dated November 26, 2003, of our report dated November 23, 2003, with respect to the consolidated financial statements incorporated by reference in this Annual Report (Form 10-K), and our report included in the preceding paragraph with respect to the financial statement schedule included in this Annual Report (Form 10-K) of Hormel Foods Corporation for the year ended October 25, 2003.


 

 

 

 

 

/s/ ERNST & YOUNG LLP

Minneapolis, Minnesota
January 20, 2004

1




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EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS
EX-24.1 6 a2125484zex-24_1.htm EX-24.1

 

EXHIBIT 24.1

 

 

POWER OF ATTORNEY

 

Each person whose signature appears below hereby constitutes and appoints each of Michael J. McCoy, Jody H. Feragen, and Mark P. Kalvoda with full power to each to act without the other, his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K of Hormel Foods Corporation (“Hormel”) for Hormel’s fiscal year ended October 25, 2003, and any or all amendments to said Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and to file the same with such other authorities as necessary, granting unto each such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

 

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ JOEL W. JOHNSON
Joel W. Johnson

 

Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)

 

November 24, 2003

 

 

 

 

 

/s/ MICHAEL J. McCOY
Michael J. McCoy

 

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

 

November 24, 2003

 

 

 

 

 

/s/ GARY J. RAY
Gary J. Ray

 

Executive Vice President, Refrigerated Foods and Director

 

November 24, 2003

 

 

 

 

 

/s/ ERIC A. BROWN
Eric A. Brown

 

Group Vice President, Prepared Foods and Director

 

November 24, 2003

 

 

 

 

 

/s/ JOHN W. ALLEN
John W. Allen

 

Director

 

November 24, 2003

 

 

 

 

 

/s/ JOHN R. BLOCK
John R. Block

 

Director

 

November 24, 2003

 

 

 

 

 

/s/ WILLIAM S. DAVILA
William S. Davila

 

Director

 

November 24, 2003

 

 

 

 

 

/s/ E. PETER GILLETTE, JR.
E. Peter Gillette, Jr.

 

Director

 

November 24, 2003

 

 

 

 

 

/s/ LUELLA G. GOLDBERG
Luella G. Goldberg

 

Director

 

November 24, 2003

 

 

 

 

 

/s/ SUSAN I. MARVIN
Susan I. Marvin

 

Director

 

November 24, 2003

 

 

 

 

 

/s/ DAKOTA PIPPINS
Dakota A. Pippins

 

Director

 

November 24, 2003

 

 

 

 

 

/s/ JOHN G. TURNER
John G. Turner

 

Director

 

November 24, 2003

 

 

 

 

 

/s/ ROBERT R. WALLER
Dr. Robert R. Waller

 

Director

 

November 24, 2003

 

1



EX-31.1 7 a2125484zex-31_1.htm EX-31.1
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EXHIBIT 31.1

CERTIFICATION REQUIRED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joel W. Johnson, Chairman, President and Chief Executive Officer of Hormel Foods Corporation, certify that:

1.
I have reviewed this annual report on Form 10-K of Hormel Foods Corporation;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c.
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Dated:  January 23, 2004

 

Signed:

 

/s/ JOEL W. JOHNSON

JOEL W. JOHNSON
Chairman, President and
Chief Executive Officer

1




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EXHIBIT 31.1 CERTIFICATION REQUIRED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
EX-31.2 8 a2125484zex-31_2.htm EX-31.2
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EXHIBIT 31.2

CERTIFICATION REQUIRED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael J. McCoy, Executive Vice President and Chief Financial Officer of Hormel Foods Corporation, certify that:

1.
I have reviewed this annual report on Form 10-K of Hormel Foods Corporation;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c.
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Dated:  January 23, 2004

 

Signed:

 

/s/ MICHAEL J. McCOY

MICHAEL J. McCOY
Executive Vice President and
Chief Financial Officer

1




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EX-32.1 9 a2125484zex-32_1.htm EX-32.1
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EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002(1)

In connection with the Annual Report of Hormel Foods Corporation (the "Company") on Form 10-K for the period ending October 25, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and

(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated:  January 23, 2004

 

/s/ JOEL W. JOHNSON

JOEL W. JOHNSON
Chairman, President and
Chief Executive Officer

Dated:  January 23, 2004

 

/s/ MICHAEL J. McCOY

MICHAEL J. McCOY
Executive Vice President and
Chief Financial Officer

(1)
A signed original of this written statement required by Section 906 has been provided to Hormel Foods Corporation and will be retained by Hormel Foods Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

1




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EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002(1)
EX-99.1 10 a2125484zex-99_1.htm EX-99.1
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EXHIBIT 99.1

CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS AND RISK FACTORS

The Private Securities Litigation Reform Act of 1995 ("the Reform Act") provides a "safe harbor" for forward-looking statements to encourage companies to provide prospective information. The Company is filing this cautionary statement in connection with the Reform Act. When used in this Annual Report on Form 10-K, the Company's Annual Report to Stockholders, in future filings by the Company with the Securities and Exchange Commission ("the Commission"), in the Company's press releases and in oral statements made by the Company's representatives, the words or phrases "should result," "believe", "intend", "plan", "are expected to," "targeted," "will continue," "will approximate," "is anticipated," "estimate," "project" or similar expressions are intended to identify forward-looking statements within the meaning of the Reform Act. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those anticipated or projected.

In connection with the "safe harbor" provisions of the Reform Act, the Company is identifying risk factors that could affect financial performance and cause the Company's actual results to differ materially from opinions or statements expressed with respect to future periods. The following discussion of risk factors contains certain cautionary statements regarding Hormel's business, which should be considered by investors and others. The following risk factors should be considered in conjunction with any discussions of operations or results by the Company or its representatives, including any forward-looking discussion, as well as comments contained in press releases, presentations to securities analysts or investors, or other communications by the Company.

In making these statements, the Company is not undertaking, and specifically declines to undertake, any obligation to address or update each or any factor in future filings or communications regarding the Company's business or results, and is not undertaking to address how any of these factors may have caused changes to discussions or information contained in previous filings or communications. Though the Company has attempted to list comprehensively these important cautionary risk factors, the Company wishes to caution investors and others that other factors may in the future prove to be important in affecting the Company's business or results of operations.

The Company cautions readers not to place undue reliance on forward-looking statements, which represent current views as of the date made. Forward looking statements are inherently at risk to any changes in the national and worldwide economic environment, which could include among other things economic conditions, political developments, currency exchange rates, interest and inflation rates, accounting standards, taxes, and laws and regulations affecting the Company and its markets.

Risk Factors

Fluctuations in commodity prices of pork, poultry and feed ingredients could harm the Company's earnings.

The Company's results of operations and financial condition are largely dependent upon the cost and supply of pork, poultry and feed grain as well as the selling prices for many of our products, which are determined by constantly changing market forces of supply and demand over which we have limited or no control.

The live pork industry has been moving rapidly to very large, vertically integrated, year-round confinement operations operating under long-term supply agreements. This has resulted in fewer hogs being available on the cash spot market. The decrease in the supply of live hogs on the cash spot market could severely diminish the utilization of slaughter facilities and increase the cost of the raw materials they produce. The Company, along with others in the industry, use long-term supply contracts to manage the effects of this trend and to assure a stable supply of raw materials while minimizing

1



extreme fluctuations in costs over the long-term. This may result, in the short term, in costs for live hogs that are higher than the cash spot market depending on the relationship of the cash spot market to contract prices, and these higher costs could adversely affect our short-term financial results.

Jennie-O Turkey Store contracts with turkey growers annually to supplement the turkeys it raises to meet its raw material requirements for whole birds and processed turkey products. Jennie-O Turkey Store results are affected by the cost and supply of feed grains, which fluctuate due to climate conditions, production forecasts and supply and demand conditions at local, regional, national and worldwide levels. The Company attempts to manage some of its short-term exposure to fluctuations in corn prices by purchasing corn futures contracts.

Outbreaks of disease among the turkey flocks of Jennie-O Turkey Store could harm the Company's revenues and operating margins.

Turkey flocks are subject to losses from disease, including pneumo-virus. If the turkey flocks of Jennie-O Turkey Store were widely affected by pneumo-virus or other diseases, the Company's supply of turkeys would decrease and costs would increase, and the Company's business operations and financial results would suffer.

Market demand for the Company's products may fluctuate due to competition from other producers.

The Company faces competition from producers of other meats and protein sources, especially beef, chicken and fish. The bases on which the Company competes include:

    price;
    product quality;
    brand identification;
    breadth of product line; and
    customer service.

Demand for the Company's products also is affected by competitors' promotional spending and the effectiveness of the Company's advertising and marketing programs. The Company may be unable to compete successfully on any or all of these bases in the future.

The Company's operations are subject to the general risks of the food industry.

The food products manufacturing industry is subject to the risks posed by:

    adverse changes in general economic conditions;
    food spoilage or food contamination;
    evolving consumer preferences and nutritional and health-related concerns;
    federal, state and local food processing controls;
    consumer product liability claims;
    product tampering; and
    the possible unavailability and/or expense of liability insurance.

If one or more of these risks were to materialize, the Company's revenues could decrease, costs of doing business could increase and the Company's operating results could be harmed.

In addition, the food industry is experiencing a period of consolidation, and the success of any future acquisitions by Hormel will depend substantially on its ability to integrate newly acquired operations successfully with existing operations. If the Company is unable to integrate new operations successfully, financial results and business reputation could suffer.

2



Government regulation, present and future, exposes the Company to potential sanctions and compliance costs that could adversely affect the Company's business.

The Company's operations are subject to extensive regulation by the U.S. Department of Agriculture, the U.S. Food and Drug Administration and other state and local authorities that oversee food safety standards and the processing, packaging, storage, distribution, advertising and labeling of the Company's products. The Company's manufacturing facilities and products are subject to constant inspection by federal, state and local authorities. Claims or enforcement proceedings could be brought against the Company in the future. Additionally, the Company may be unable to comply with new or modified laws and regulations. The Company's failure to comply with applicable laws and regulations could subject the Company to civil remedies, including fines, injunctions, recalls or seizures, as well as potential criminal sanctions.

The Company is subject to stringent environmental regulation and potentially subject to environmental litigation, proceedings and investigations.

The Company's past and present business operations and ownership and operation of real property are subject to extensive and increasingly stringent federal, state and local environmental laws and regulations pertaining to the discharge of materials into the environment and the handling and disposition of wastes (including solid and hazardous wastes) or otherwise relating to protection of the environment. Compliance with these laws and regulations, and the ability to comply with any modifications to these laws and regulations, is material to the Company's business. New matters or sites may be identified in the future that will require additional investigation, assessment or expenditures. In addition, some of the Company's facilities have been in operation for many years and, over time, the Company and other prior operators of these facilities may have generated and disposed of wastes that now may be considered hazardous. Future discovery of contamination of property underlying or in the vicinity of the Company's present or former properties or manufacturing facilities and/or waste disposal sites could require the Company to incur additional expenses. The occurrence of any of these events, the implementation of new laws and regulations, or stricter interpretation of existing laws or regulations, could adversely affect the Company's financial condition.

The Company's foreign operations pose additional risks to the Company's business.

The Company operates its business and markets its products internationally. The Company's foreign operations are subject to the risks described above, as well as risks related to fluctuations in currency values, foreign currency exchange controls, compliance with foreign laws and other economic or political uncertainties. International sales are subject to risks related to general economic conditions, imposition of tariffs, quotas, trade barriers and other restrictions, enforcement of remedies in foreign jurisdictions and compliance with applicable foreign laws, and other economic and political uncertainties. All of these risks could result in increased costs or decreased revenues, which could harm the Company's financial results.

Deterioration of labor relations or increases in labor costs could harm the Company's business.

The Company has approximately 16,000 employees, of which approximately 3,950 are represented by labor unions, principally the United Food and Commercial Workers' Union. A significant increase in labor costs or a deterioration of labor relations at any of the Company's facilities that results in work slowdowns or stoppages could harm the Company's financial results.

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EXHIBIT 99.1 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS
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-----END PRIVACY-ENHANCED MESSAGE-----