-----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, WNIul7KUt6deYJPDJozrTA8Ss9c1woNm0DRFPyD1lUz6+Y9SFG2pFUVJ2tqciFlB N/Ip101Y2bxWAQFmHiCaLA== 0000912057-02-002668.txt : 20020414 0000912057-02-002668.hdr.sgml : 20020414 ACCESSION NUMBER: 0000912057-02-002668 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20011027 FILED AS OF DATE: 20020125 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: 02517183 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 a2068311z10-k.htm 10-K Prepared by MERRILL CORPORATION
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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 27, 2001    Commission File No. 1-2402

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

DELAWARE
(State or other Jurisdiction of
Incorporation or organization)

41-0319970
(I.R.S. Employer
Identification No.)

1 HORMEL PLACE AUSTIN, MINNESOTA
(Address of principal executive offices)

55912-3680
(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   X      No        

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

The aggregate market value of the voting stock held by non-affiliates of the Corporation at December 3, 2001, was $1,902,278,000 based on the closing price of $25.77 per share. As of December 3, 2001, the number of shares outstanding of each of the Corporation's classes of common stock was as follows:

      Common Stock, $.0586 Par Value - 138,713,598 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 27, 2001, are incorporated by reference into Part I and Part II Items 5-9, and included as a separate section in the electronic filing to the SEC.

Portions of the Proxy Statement for the Annual Meeting of the Stockholders to be held January 29, 2002, are incorporated by reference into Part III, Items 10-13.


ANNUAL REPORT ON FORM 10-K
HORMEL FOODS CORPORATION
OCTOBER 27, 2001




PART I


Item 1. BUSINESS

(a) General Development of Business

Hormel Foods Corporation, a Delaware corporation, was founded by George A. Hormel in 1891 in Austin, Minnesota as George A. Hormel & Company. The Company started as a processor of meat and food products and continues in this line of business. The Company name was changed to Hormel Foods Corporation on January 31, 1995. The Company is primarily engaged in the production of a variety of meat and food products and the marketing of those products throughout the United States. Although pork remains the major raw material for Hormel products, the Company has emphasized for several years the manufacture and distribution of branded, consumer packaged items rather than the commodity fresh meat business. In recent years, the Company's emphasis on branded products has led to the introduction and growth of the ethnic product lines, such as Chi-Chi's and Herdez (Mexican), House of Tsang (Asian), Marrakesh Express and Peloponnese (Mediterranean), and Carapelli Olive Oil (Italian).

The 2001 second quarter acquisitions of The Turkey Store Company and Diamond Crystal Brands Nutritional Products (Diamond Crystal) are expected to play an important role in the continued growth of Hormel Foods Corporation.

The Turkey Store Company, formerly based in Barron, Wisconsin, has proven thus far to be a good strategic addition to Jennie-O Foods, Inc., Hormel's largest subsidiary. The newly created Jennie-O Turkey Store (JOTS) subsidiary markets turkey products nationwide through its own sales force and independent brokers, making the Company one of the largest turkey processors in the U.S. market.

Hormel Foods Corporation also expanded its nutritionally enhanced food product line with the purchase of Diamond Crystal, formerly headquartered in Savannah, Georgia. This acquisition has greatly strengthened the Company's presence in this area and has helped make Hormel Foods Corporation one of the largest companies in this market.

During the fourth quarter of fiscal year 2001, the Company exited the food processing equipment business by selling its wholly owned subsidiary, Algona Fabrication and Equipment Co. (AFECO) in Algona, Iowa.

Internationally the Company markets its products through Hormel Foods International Corporation (HFIC), a wholly owned subsidiary. HFIC has a presence in the international marketplace through joint ventures and placement of personnel in strategic foreign locations such as China, Spain, and the Philippines. HFIC has also increased its global presence by obtaining minority positions in food companies in Spain (Campofrio Alimentacion S.A., 21% holding) and the Philippines (Purefoods-Hormel, 40% holding).

The Company has not been involved in any bankruptcy, receivership or similar proceedings during its history. Substantially all of the assets of the Company have been acquired in the ordinary course of business. Financial resources and anticipated funds from operations are considered adequate to meet normal operating cash requirements.

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

(b) Industry Segment

The Company's business is reported in four segments: Refrigerated Foods, Grocery Products, Jennie-O Turkey Store, and All Other. The contributions of each segment to net sales to unaffiliated customers and operating profit, and the presentation of certain other financial information by segment are

1



reported in Note I of the Notes to Consolidated Financial Statements and in the Management's Discussion and Analysis of the Annual Stockholder's Report for the year ended October 27, 2001, incorporated herein by reference.

(c) Description of Business

Products and Distribution

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

 
  Year Ended
 
  October 27, 2001
  October 28, 2000
  October 30, 1999
Perishable meat        54.7 %             51.9 %             49.9 %     
Nonperishable meat     21.0         27.2         29.4    
Poultry     20.3         17.5         18.6    
Other     4.0         3.4         2.1    
   
 
 
      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. To more precisely reflect the sales of each category, some reclassification of products has occurred from October 28, 2000, to the current year. This reclassification caused a shift in revenues from the Nonperishable meat to the Perishable meat category. Revenues reported are based on financial information used to produce the Company's general-purpose financial statements.

Perishable meat includes fresh meats, sausages, hams, wieners and bacon. Nonperishable meat includes canned luncheon meats, shelf stable microwaveable entrees, stews, chilies, hash, meat spreads and frozen processed products and other items that do not require refrigeration. The Poultry category is composed primarily of Jennie-O Turkey Store products. The Other category primarily consists of nutritionally enhanced food products, food packaging (casings for dry sausage), industrial gelatin products, and food manufacturing equipment. The food manufacturing equipment business was sold in fiscal 2001.

No new product in 2001 required a material investment of Company assets.

Products are sold under the Hormel label in all 50 states. Hormel products are sold by approximately 550 Company sales personnel operating in assigned territories coordinated from district sales offices located in most of the larger United States cities and by approximately 425 brokers and distributors. Distribution of products to customers is by common carrier.

Products with the Jennie-O or The Turkey Store label are also sold in all 50 states. These products are sold by approximately 50 sales personnel and 225 brokers and distributors located throughout the country. The distribution of products to customers is by common carrier.

Hormel Foods International Corporation (HFIC) markets the Company's products in various locations throughout the world. Some of the larger markets include Australia, Canada, Central America, China, England, Japan, Mexico, and Micronesia. The distribution of export sales to customers is by common

2



carrier while the China operations own and operate their own delivery system. The Company, through HFIC, has licensed companies to manufacture various Hormel products internationally on a royalty basis, with the primary licensee being Tulip International of Denmark.

Raw Materials

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

Livestock slaughtered by the Company is purchased by Company buyers and commission dealers at sale barns and terminal markets or under long-term supply contracts at locations principally in Minnesota, Illinois, Iowa, Nebraska, Colorado and South Dakota. The cost of livestock and the utilization of the Company's facilities are affected by both the level and the methods of pork production in the United States. The hog production industry has been rapidly moving to very large, vertically integrated, year-round confinement operations operating under long-term supply agreements. This has resulted in fewer hogs being available on the spot cash market, which decreases the supply of hogs on the open market and can severely diminish the utilization of slaughter facilities and increase the cost of the raw materials they produce. The Company, along with others in the industry, uses long-term supply contracts to manage the effects of this trend and to assure a stable supply of raw materials while minimizing extreme fluctuations in costs over the long-term. This may result, in the short-term, in costs for live hogs that are either higher or lower than the spot cash market depending on the relationship of the cash spot market to contract prices. Contract costs are fully reflected in the Company's reported financial results. In fiscal 2001 the company purchased 72% of its hogs under long-term supply contracts.

Jennie-O Turkey Store raises much of the turkeys needed to meet its raw material requirements for whole bird and processed turkey products. Turkeys not sourced within the Company are contracted with independent turkey growers. Jennie-O Turkey Store's turkey-raising farms are located throughout Minnesota and Wisconsin.

Manufacturing

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

Facilities that produce manufactured items are located in Algona, Iowa; Aurora, Illinois; Austin, Minnesota; Beloit, Wisconsin; Ft. Dodge, Iowa; Fremont, Nebraska; Houston, Texas; Knoxville, Iowa; Oklahoma City, Oklahoma; Osceola, Iowa; Quakertown, Pennsylvania; Rochelle, Illinois; Stockton, California; Tucker, Georgia; Wichita, Kansas; Beijing, China; and Shanghai, China. Several companies perform custom manufacturing for Hormel, including Owatonna Canning Company, Owatonna, Minnesota; Lakeside Packing Company, Manitowoc, Wisconsin; Criders, Stilmore, Georgia; Tony Downs, St. James, Minnesota; and Pierre Foods of Claremont, North Carolina. Power Logistics, Inc.,

3


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

Turkey slaughter and processing operations are located in Barron, Wisconsin; Faribault, Minnesota; Golden Valley, Minnesota; Marshall, Minnesota; Melrose, Minnesota; Montevideo, Minnesota; Pelican Rapids, Minnesota; and Willmar, Minnesota.

Patents and Trademarks

There are numerous patents and trademarks that are important to the Company's business. The Company holds 3 foreign and 39 U.S. issued patents. Some of the trademarks are registered and some are not. In recognition of the importance of these assets, the Company created a subsidiary, Hormel Foods, LLC, in 1998 to create, own, maintain and protect most of the Company's trademarks and patents. Some of the more significant owned or licensed trademarks used in the Company's segments are:

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

Customers and Backlog Orders

During fiscal year 2001, no customer accounted for more than 10 percent of total company sales. The five largest customers in each segment make up approximately the following percentage of segment sales: 37 percent of Grocery Products, 33 percent of Refrigerated Foods, 28 percent of Jennie-O Turkey Store, and 24 percent of All Other. The Company believes the loss of any single customer would not have a material adverse effect on the Company's business. Backlog orders are not significant due to the perishable nature of a large portion of the products and orders are accepted and shipped on a current basis.

Competition

The production of meat and food products in the United States and internationally is highly competitive. The Company competes with manufacturers of pork and turkey products, as well as national and regional producers of other meat and protein sources, such as beef, chicken and fish. The Company believes that its largest domestic competitors for its Refrigerated Foods segment in 2001 were Tyson Foods, Smithfield Foods and ConAgra Foods; for its Grocery Products segment, ConAgra Foods, Dial Corp. and Campbell Soup Co.; and for Jennie-O Turkey Store, ConAgra Foods and Cargill, Inc.

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

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

Research and Development

Research and development continues to be a vital part of the Company's strategy to extend existing brands and expand into new branded items. The expenditures for research and development for fiscal 2001, 2000 and 1999, respectively, were $11,478,000, $9,592,000 and $9,566,000. There are 37 professional employees engaged in full time research, 17 in the area of improving existing products and 20 in developing new products.

Employees

As of October 27, 2001, the Company had over 15,600 active employees.

4


(d) Executive Officers of the Registrant

Name

  Age
  Current Office and Previous
Five Years Experience

  Dates
  Year
First
Elected
Officer

Joel W. Johnson   58   Chairman of the Board,
President and Chief Executive Officer
  12/08/95 to Present   1991

Michael J. McCoy

 

54

 

Executive Vice President and Chief Financial Officer

 

10/29/01 to Present

 

1996
        Senior Vice President and Chief Financial Officer   05/01/00 to 10/28/01    
        Vice President and Controller   04/27/98 to 04/30/00    
        Vice President and Treasurer   01/27/97 to 04/26/98    
        Treasurer   01/01/96 to 01/26/97    

Gary J. Ray

 

55

 

Executive Vice President Refrigerated Foods

 

11/01/99 to Present

 

1988
        Executive Vice President Operations   07/27/92 to 10/31/99    

Eric A. Brown

 

55

 

Group Vice President Prepared Foods

 

12/02/96 to Present

 

1987
        Senior Vice President Meat Products   12/06/93 to 12/01/96    

Steven G. Binder

 

44

 

Group Vice President Foodservice

 

10/30/00 to Present

 

1998
        Vice President Foodservice   11/02/98 to 10/29/00    
        Director Foodservice Sales   12/30/96 to 11/01/98    
        Foodservice Regional Sales Manager/
Corporate National Accounts Manager
  10/04/93 to 12/29/96    

Richard A. Bross

 

50

 

Group Vice President Hormel/President
Hormel Foods International Corporation

 

10/29/01 to Present

 

1995
        Vice President Hormel/President Hormel
Foods International Corporation
  11/01/99 to 10/28/01    
        Vice President Grocery Products   01/30/95 to 10/31/99    

Jeffrey M. Ettinger

 

43

 

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

 

10/29/01 to Present

 

1998
        Vice President Hormel/President and Chief
Operating Officer Jennie-O Turkey Store
  04/30/01 to 10/28/01    
        Vice President Hormel/President and Chief
Executive Officer Jennie-O Foods
  01/31/00 to 04/29/01    
        Vice President Hormel/Jennie-O Foods   11/01/99 to 01/30/00    
        Treasurer   04/27/98 to 10/31/99    
        Assistant Treasurer   11/24/97 to 04/26/98    
        Special Assignment   09/08/97 to 11/23/97    
        Grocery Products Product Manager   04/10/95 to 09/07/97    

Ronald W. Fielding

 

48

 

Group Vice President Meat Products

 

11/01/99 to Present

 

1997
        Vice President Hormel/President Hormel
Foods International Corporation
  01/27/97 to 10/31/99    
        President Hormel Foods International
Corporation
  01/01/96 to 01/26/97    

James A. Jorgenson

 

57

 

Senior Vice President Corporate Staff

 

11/01/99 to Present

 

1990
        Vice President Human Resources   12/30/91 to 10/31/99    

Mahlon C. Schneider

 

62

 

Senior Vice President External Affairs and
General Counsel

 

11/01/99 to Present

 

1990
        Vice President and General Counsel   11/19/90 to 10/31/99    

Thomas R. Day

 

43

 

Vice President Foodservice Sales

 

10/30/00 to Present

 

2000
        Director Foodservice Sales   11/02/98 to 10/29/00    
        Director Dubuque Foods Incorporated
Foodservice Sales and Marketing
  03/07/94 to 11/01/98    

5



Forrest D. Dryden

 

58

 

Vice President Research and Development

 

01/26/87 to Present

 

1987

Jody H. Feragen

 

45

 

Vice President and Treasurer

 

10/29/01 to Present

 

2000
        Treasurer   10/30/00 to 10/28/01    
        Assistant Treasurer, National Computer Systems
in Eden Prairie, Minnesota, a data collection and software company
  12/01/95 to 10/30/00    

Dennis B. Goettsch

 

48

 

Vice President Foodservice Marketing

 

10/30/00 to Present

 

2000
        Director Foodservice Marketing   10/01/90 to 10/29/00    

Daniel A. Hartzog

 

50

 

Vice President Meat Products Sales

 

10/30/00 to Present

 

2000
        Director of Meat Products Business
Development
  07/03/00 to 10/29/00    
        Meat Products Regional Sales Manager   09/19/88 to 07/02/00    

Kurt F. Mueller

 

45

 

Vice President Fresh Pork Sales and Marketing

 

11/01/99 to Present

 

1999
        Director Fresh Pork Sales and Marketing   02/03/97 to 10/31/99    
        Manager Logistics and Customer Service
Refrigerated Products
  03/06/95 to 02/02/97    

Gary C. Paxton

 

56

 

Vice President Prepared Foods Operations

 

11/01/99 to Present

 

1992
        Vice President Manufacturing   01/27/92 to 10/31/99    

Larry J. Pfeil

 

52

 

Vice President Engineering

 

11/01/99 to Present

 

1999
        Director of Engineering   01/04/99 to 10/31/99    
        Corporate Manager Engineering   01/13/97 to 01/03/99    
        Corporate Manager Plant Engineering   12/27/93 to 01/12/97    

Douglas R. Reetz

 

47

 

Vice President Grocery Products Sales

 

11/01/99 to Present

 

1999
        Director Grocery Products Sales and
Business Development
  09/15/97 to 10/31/99    
        Director Grocery Products Sales   01/04/93 to 09/14/97    

James N. Sheehan

 

46

 

Vice President and Controller

 

05/01/00 to Present

 

1999
        Treasurer   11/01/99 to 04/30/00    
        President Hormel Financial Services
Corporation
  09/21/98 to 10/31/99    
        Corporate Manager Credit/Claims Hormel
Financial Services Corporation
  07/28/97 to 09/20/98    
        Corporate Manager Credit/Claims   09/02/96 to 07/27/97    
        Corporate Credit Manager   10/17/88 to 09/01/96    

William F. Snyder

 

44

 

Vice President Refrigerated Foods Operations

 

11/01/99 to Present

 

1999
        Director Fresh Pork Operations   09/27/99 to 10/31/99    
        Fremont Plant Manager   12/25/95 to 09/26/99    

Joe C. Swedberg

 

46

 

Vice President Meat Products Marketing

 

11/01/99 to Present

 

1999
        Director Meat Products Marketing   01/04/93 to 10/31/99    

Larry L. Vorpahl

 

38

 

Vice President Grocery Products Marketing

 

11/01/99 to Present

 

1999
        Director Grocery Products Marketing   09/30/96 to 10/31/99    
        Group Product Manager Grocery Products   04/10/95 to 09/29/96    

James W. Cavanaugh

 

52

 

Corporate Secretary and Senior Attorney

 

01/29/01 to Present

 

2001
        Assistant Secretary and Senior Attorney   01/29/90 to 01/28/01    

No family relationship exists among the executive officers.

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

6



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

 

 

 

 

 

 
      Slaughter   217,000   Owned    
      Processing   1,072,000   Owned    
    Fremont, Nebraska   654,000   Owned    
    Rochelle, Illinois   440,000   Owned    
 
Processing Plants

 

 

 

 

 

 
   
Algona, Iowa

 

152,000

 

Owned

 

 
    Aurora, Illinois   141,000   Owned    
    Beloit, Wisconsin   338,000   Owned    
    Ft. Dodge, Iowa   17,000   Owned    
    Houston, Texas   93,000   Owned    
    Knoxville, Iowa   130,000   Owned    
    Oklahoma City, Oklahoma   57,000   Owned    
    Osceola, Iowa   334,000   Owned    
    Quakertown, Pennsylvania   13,000   Owned    
    Stockton, California   139,000   Owned    
    Tucker, Georgia   259,000   Owned    
    Wichita, Kansas   81,000   Owned    
 
Warehouse/Distribution Centers

 

 

 

 

 

 
   
Austin, Minnesota-Annex

 

83,000

 

Owned

 

 
    Dayton, Ohio   140,000   Synthetic Lease   October, 2006
    Eldridge, Iowa   280,000   Leased   October, 2005
    Osceola, Iowa   233,000   Owned    
 
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    

7



Jennie-O Turkey Store, Inc.

 

 

 

 

 

 
 
Plants

 

 

 

 

 

 
   
Barron, Wisconsin

 

372,000

 

Owned

 

 
    Faribault, Minnesota   169,000   Owned    
    Golden Valley, Minnesota   23,000   Owned    
    Marshall, Minnesota   142,000   Owned    
    Melrose, Minnesota   124,000   Owned    
    Montevideo, Minnesota   85,000   Owned    
    Pelican Rapids, Minnesota   223,000   Owned    
    Willmar, Minnesota-Airport Plant   334,000   Owned    
    Willmar, Minnesota-Benson Ave.   79,000   Owned    
 
Feed Mills

 

 

 

 

 

 
   
Atwater, Minnesota

 

19,000

 

Owned

 

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

 

 

 

 

 

 
   
Barron, Wisconsin-Hatchery

 

37,000

 

Owned

 

 
    Detroit Lakes, Minnesota-Hatchery   24,000   Owned    
    Henning, Minnesota-Hatchery   22,000   Owned    
    Melrose, Minnesota-Warehouse   10,000   Owned    
    Turkey Farms   *14,672   Owned    
    Willmar, Minnesota-Gorton Ave. Warehouse   6,000   Owned    
    Willmar, Minnesota-Pacific Ave. Warehouse   19,000   Owned    

Vista International Packaging, Inc.

 

 

 

 

 

 
   
Kenosha, Wisconsin-Plant

 

61,000

 

Owned

 

 

Mountain Prairie, LLC

 

 

 

 

 

 
   
Las Animas, Colorado-Hog Confinement Buildings

 

139,000

 

66.7% Owned

 

 

Beijing Hormel Foods Co. Ltd.

 

 

 

 

 

 
   
Beijing, China-Plant

 

57,000

 

50.1% Owned

 

 

Shanghai Hormel Foods Co. Ltd.

 

 

 

 

 

 
    Shanghai, China-Plant   59,000   74.0% Owned    

*Acres

8



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


Item 3. LEGAL PROCEEDINGS

The Company knows of no pending material legal proceedings.


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

No matters were submitted to shareholders during the fourth quarter of the 2001 fiscal year.


PART II

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

The high and low closing price of the Company's Common Stock and the dividends per share declared for each fiscal quarter of 2001 and 2000, respectively, are shown below:

2001

  High
  Low
  Dividend
Fourth Quarter   $ 26.39   $ 21.73   $ .0925
Third Quarter     25.25     19.52     .0925
Second Quarter     21.50     18.51     .0925
First Quarter     19.13     16.75     .0925

2000

  High
  Low
  Dividend
Fourth Quarter   $ 16.87   $ 15.18   $ .0875
Third Quarter     19.68     15.00     .0875
Second Quarter     19.40     14.12     .0875
First Quarter     22.28     19.25     .0875

All figures reflect two-for-one stock split approved by shareholders January 25, 2000.

Additional information about dividends, principal market of trade and number of stockholders on page 41 of the Annual Stockholders' Report for the year ended October 27, 2001, is incorporated herein by reference. The Company's Common Stock has been listed on the New York Stock Exchange since January 16, 1990.


Item 6. SELECTED FINANCIAL DATA

Selected Financial Data for the eleven years ended October 27, 2001, on pages 18 and 19 of the Annual Stockholders' Report for the year ended October 27, 2001, is incorporated herein by reference.


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

Management's Discussion and Analysis of Financial Condition and Results of Operations on pages 20 through 26 of the Annual Stockholders' Report for the year ended October 27, 2001, is incorporated herein by reference.

9



Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information on the Company's exposure to market risk is included in the Management's Discussion and Analysis of Financial Condition and Results of Operations on page 27 of the Annual Stockholders' Report for the year ended October 27, 2001, is incorporated herein by reference.


Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consolidated Financial Statements, including unaudited quarterly data, on pages 28 through 39 and the Report of Independent Auditors on page 39 of the Annual Stockholders' Report for the year ended October 27, 2001, are incorporated herein by reference.


Item 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.


PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information under "Election of Directors", contained on pages 4 and 5 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 29, 2002, is incorporated herein by reference.

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


Item 11. EXECUTIVE COMPENSATION

Information for the year ended October 27, 2001, under "Executive Compensation" on pages 10 through 15 and "Compensation of Directors" on page 6 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 29, 2002, is incorporated herein by reference.


Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Ownership of securities of the Company by certain beneficial owners and management for the year ended October 27, 2001, as set forth on pages 8 and 9 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 29, 2002, is incorporated herein by reference.


Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information under "Other Information Relating to Directors, Nominees, and Executive Officers" for the year ended October 27, 2001, as set forth on page 17 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 29, 2002, is incorporated herein by reference.


PART IV

Item 14. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

      (a)
      (1) and (2)—The response to this portion of Item 14 is submitted as a separate section of this report.

      (3)
      List of Exhibits—The response to this portion of Item 14 is submitted as a separate section of this report.

10


      (b)
      The following Form 8-K was filed during the fourth quarter:

      Form 8-K was filed on October 8, 2001, announcing the promotion of several senior executives within the Company. Included in the promotions was the advancement of Michael J. McCoy from Senior Vice President and Chief Financial Officer to Executive Vice President and Chief Financial Officer.

      (c)
      The response to this portion of Item 14 is submitted as a separate section of this report.

      (d)
      The response to this portion of Item 14 is submitted as a separate section of this report

11



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 January 25, 2002  

 
Joel W. Johnson, Chairman of the Board, Date  
President and Chief Executive Officer
 

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

/s/  Joel W. Johnson      
Joel W. Johnson
1/25/02
Date
  Chairman of the Board,
President, Chief Executive
Officer and Director
(Principal Executive Officer)

/s/  Michael J. McCoy      

Michael J. McCoy

1/25/02

Date

 

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

/s/  Gary J. Ray      

Gary J. Ray

1/25/02

Date

 

Executive Vice President
Refrigerated Foods
and Director

/s/  Eric A. Brown      

Eric A. Brown

1/25/02

Date

 

Group Vice President
Prepared Foods
and Director

/s/  John W. Allen      

John W. Allen

1/25/02

Date

 

Director

12



/s/  John R. Block      

John R. Block

1/25/02

Date

 

Director

/s/  William S. Davila      

William S. Davila

1/25/02

Date

 

Director

/s/  E. Peter Gillette Jr.      

E. Peter Gillette Jr.

1/25/02

Date

 

Director

/s/  Luella G. Goldberg      

Luella G. Goldberg

1/25/02

Date

 

Director

/s/  Joseph T. Mallof      

Joseph T. Mallof

1/25/02

Date

 

Director

/s/  Dakota A. Pippins      

Dakota A. Pippins

1/25/02

Date

 

Director

/s/  John G. Turner      

John G. Turner

1/25/02

Date

 

Director

/s/  Dr. Robert R. Waller      

Dr. Robert R. Waller

1/25/02

Date

 

Director

13


ANNUAL REPORT ON FORM 10-K



ITEM 14 (a) (1), (2), AND (3) AND ITEM 14 (c) AND (d)


LIST OF FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE


FINANCIAL STATEMENT SCHEDULE


LIST OF EXHIBITS



YEAR ENDED OCTOBER 27, 2001

HORMEL FOODS CORPORATION

Austin, Minnesota

F-1



Item 14(a) (1), (2) and (3) and Item 14 (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 27, 2001, are incorporated herein by reference in Item 8 of Part II of this report:

Consolidated Statements of Financial Position—October 27, 2001 and October 28, 2000.

Consolidated Statements of Operations—Years Ended October 27, 2001, October 28, 2000 and October 30, 1999.

Consolidated Statements of Changes in Shareholders' Investment—Years Ended October 27, 2001, October 28, 2000, and October 30, 1999.

Consolidated Statements of Cash Flows—Years Ended October 27, 2001, October 28, 2000 and October 30, 1999.

Notes to Financial Statements—October 27, 2001.

Report of Independent Auditors


FINANCIAL STATEMENT SCHEDULES

The following consolidated financial statement schedule of Hormel Foods Corporation required pursuant to Item 14(d) is submitted herewith:

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

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

FINANCIAL STATEMENTS AND SCHEDULES OMITTED

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

F-2



SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

HORMEL FINANCIAL SERVICES CORPORATION

(Dollars in Thousands)

COLUMN A

  COLUMN B

  COLUMN C

  COLUMN D

  COLUMN E

                            Additions                            
Classification

  Balance at
Beginning
of Period

  (1)
Charged to
Costs and
Expenses

  (2)
Charged to
Other
Accounts-
Describe

  Deductions-
Describe

  Balance at
End of
Period

Valuation reserve deduction from assets account:                              

Fiscal year ended October 27, 2001

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

Fiscal year ended October 28, 2000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Allowance for doubtful accounts receivable   $ 1,273   $ 1,809   $ -0-   $
$
1,994
(185
  (1)
)(2)
$ 1,273

Fiscal year ended October 30, 1999

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Allowance for doubtful accounts receivable   $ 1,273   $ 1,071   $ -0-   $
$
1,131
(60
  (1)
)(2)
$ 1,273

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.

F-3




LIST OF EXHIBITS

HORMEL FOODS CORPORATION

Number

  Description of Document
2.1 * 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

*

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

*

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

*

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

*

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

*

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

*

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

*

U.S. $150,000,000 Credit Agreement, dated as of October 25, 2001, 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 November 6, 2001.)

10.2

*

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

*

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.)

10.4

*

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.)

11.1

*

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 27, 2001, dated October 27, 2001, File No. 001-02402.)

12.1

*

Computation of Ratio of Earnings to Fixed Charges. (Incorporated by reference to Exhibit 12.1 to Hormel's Amendment No. 3 to Registration Statement on Form S-4 dated November 29, 2001, File No. 333-68498.)

13.1

**

Pages 18 through 41 of the Annual Report to Stockholders for fiscal year ended October 27, 2001.

21.1

**

Subsidiaries of the Registrant.

23.1

**

Consent of Independent Auditors.

24.1

**

Power of Attorney.

99.1

**

Cautionary Statement Regarding Forward-Looking Statements and Risk Factors.
*
Document has previously been filed with the Securities and Exchange Commission and is incorporated herein by reference.

**
These Exhibits transmitted via EDGAR.



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PART I
PART II
PART III
PART IV
SIGNATURES
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES HORMEL FINANCIAL SERVICES CORPORATION (Dollars in Thousands)
LIST OF EXHIBITS HORMEL FOODS CORPORATION
EX-13.1 3 a2068311zex-13_1.htm EXHIBIT 13.1 Prepared by MERRILL CORPORATION
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EXHIBIT 13.1

SELECTED PAGES OF 2001 ANNUAL REPORT TO STOCKHOLDERS

Selected Financial Data

 
2001
  2000
  1999
  1998*
  1997
  1996
  1995
  1994
  1993
  1992*
  1991
 
 
(In Thousands, Except Per Share Amounts)

 
Operations                                                                  
Net Sales $ 4,124,112   $ 3,675,132   $ 3,357,757   $ 3,261,045   $ 3,256,551   $ 3,098,685   $ 3,046,195   $ 3,064,793   $ 2,853,997   $ 2,813,651   $ 2,836,222  
Net Earnings Before Cumulative Effect of Accounting Changes   182,441     170,217     163,438     139,291     109,492     79,408     120,436     117,975     100,770     95,174     86,393  
  Percent of Sales   4.42 %   4.63 %   4.87 %   4.27 %   3.36 %   2.56 %   3.95 %   3.85 %   3.53 %   3.38 %   3.05 %
Cumulative Effect of Accounting Changes                                                   (127,529 )**            
Net Earnings (Loss)   182,441     170,217     163,438     139,291     109,492     79,408     120,436     117,975     (26,759 )   95,174     86,393  
Wage Costs   617,693     528,746     503,890     498,973     435,789     398,824     373,901     351,096     325,115     304,696     278,537  
Total Taxes (Excluding Payroll Tax)   114,589     105,537     100,381     89,816     73,115     56,992     84,329     82,915     70,026     64,968     60,035  
Depreciation and Amortization   90,193     65,886     64,656     60,273     52,925     42,700     37,220     36,611     32,174     38,972     36,269  

Financial Position

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Working Capital $ 463,078   $ 368,484   $ 414,736   $ 449,714   $ 410,774   $ 456,850   $ 441,452   $ 443,298   $ 392,846   $ 401,216   $ 346,164  
Properties (Net)   679,930     541,549     505,624     486,907     488,738     421,486     333,084     270,886     244,987     216,390     231,817  
Total Assets   2,162,698     1,641,940     1,685,585     1,555,892     1,528,535     1,436,138     1,223,860     1,196,718     1,093,559     913,015     856,835  
Long-term Debt
    Less Current
    Maturities
  462,407     145,928     184,723     204,874     198,232     127,003     16,959     10,300     5,700     7,624     22,833  
Shareholders' Investment   995,881     873,877     841,142     813,315     802,202     785,551     732,047     661,089     570,888     644,284     583,408  

Per Share of Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Net Earnings Before Cumulative Effect of Accounting Changes—Basic $ 1.32   $ 1.21   $ 1.12   $ 0.93   $ 0.72   $ 0.52   $ 0.79   $ 0.77   $ 0.66   $ 0.62   $ 0.56  
Net Earnings Before Cumulative Effect of Accounting Changes—Diluted   1.30     1.20     1.11     0.93     0.71     0.52     0.78     0.77     0.66     0.62     0.56  
Cumulative Effect of Accounting Changes                                                   (0.83 )**            
Net Earnings (Loss)—Basic   1.32     1.21     1.12     0.93     0.72     0.52     0.79     0.77     (0.17 )   0.62     0.56  
Net Earnings (Loss)—Diluted   1.30     1.20     1.11     0.93     0.71     0.52     0.78     0.77     (0.17 )   0.62     0.56  
Dividends   0.37     0.35     0.33     0.32     0.31     0.30     0.29     0.25     0.22     0.18     0.15  
Shareholders' Investment   7.18     6.31     5.89     5.53     5.29     5.07     4.77     4.31     3.72     4.20     3.81  

*
53 Weeks
**
Adoption of SFAS No. 106 and No. 109

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.

      18-19



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

Results of Operations

Overview

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

Segment

  Business Conducted
Grocery Products   Primarily processing, marketing and sale of shelf-stable food products sold predominately in the retail market.

Refrigerated Foods

 

Primarily processing, marketing and sale of branded and unbranded pork products for the retail, foodservice and fresh customer markets. This segment also includes processing, marketing and sale of nutritionally enhanced food products sold to hospitals, nursing homes and other health facilities. This segment includes the Meat Products and Foodservice business units and the Hormel HealthLabs operating segment.

Jennie-O Turkey Store

 

Primarily processing, marketing and sale of branded and unbranded turkey products for the retail, foodservice and fresh customer markets.

All Other

 

This segment consists of a variety of smaller, dissimilar business units and miscellaneous corporate sales. These businesses produce, market and sell beef products, food packaging, (i.e., casings for dry sausage) and food equipment (sold in fiscal 2001), and manufacture, market and sell company products internationally. This segment includes the operating segments: Dan's Prize, Inc., Vista International Packaging, Inc., AFECO (sold in fiscal 2001) and Hormel Foods International.

Fiscal Years 2001 and 2000

      Fiscal year 2001 was another record-breaking year for Hormel Foods with sales, tonnage volume and profits all exceeding last year's record levels. This year's successful completion of two of the company's largest acquisitions ever, The Turkey Store Company (The Turkey Store) and Diamond Crystal Brands Nutritional Products (Diamond Crystal), helped contribute to the record-breaking year. In addition to the growth from acquisitions, the company successfully continued its efforts to grow value-added, branded product lines and reduce the percentage of fresh, commodity items in its product mix.

Consolidated Results

      Net earnings for the fourth quarter of 2001 were $68,803, an increase of 12.8 percent over earnings of $60,979 for the same period last year. Sales for the quarter increased 11.2 percent to $1,118,722 compared to $1,006,181 in 2000. Tonnage volume increased 4.3 percent for the quarter compared to last year.

      Net earnings for the year increased 7.2 percent to $182,441 from $170,217 in 2000. Net sales in 2001 increased 12.2 percent to $4,124,112 from $3,675,132 last year. Tonnage volume for the year increased 6.2 percent compared to 2000. Excluding the acquisitions of The Turkey Store and Diamond Crystal, the company's net sales increased 4.6 percent and tonnage volume decreased slightly by 0.7 percent compared to the full year results of 2000.

      The company's continued emphasis on branded product sales contributed to an increase in annual gross profit as a percent of sales to 27.5 percent from 27.2 percent experienced last year. The positive increase in margins was somewhat dampened by a 5.5 percent increase in the cash hog market over last year. The company's hog procurement contracts performed favorably and reduced the impact of the higher raw material price levels on operating profits.

      Selling and delivery expenses for the fourth quarter and year were $111,933 and $421,269, respectively, compared to $99,049 and $379,326 last year. As a percent of sales, selling and delivery expenses were 10.0 and 10.2 percent for the quarter and year, respectively, compared to 9.8 and 10.3 percent in 2000. Selling and delivery expenses increased over last year due to increased volume but remained comparable between periods as a percent of sales. The company expects these expenses to remain at or about 10.0 percent of sales for future periods.

      Marketing expenses increased to $76,996 for the quarter and $323,099 for the year from $69,180 and $292,808 for the same periods last year. As a percent of sales, marketing expenses remained constant at 6.9 percent for the quarter and decreased to 7.8 percent for the year compared to 8.0 percent for fiscal year 2000. Due to recent accounting pronouncements, described in Note A of the Notes to Consolidated Financial Statements in the Annual Report to Shareholders for fiscal 2001, the presentation of marketing expenses, in the Consolidated Statements

20


of Operations, will change in subsequent reporting periods. However on a comparable basis, the company expects future period marketing expenses, as a percentage of sales, to continue at levels similar to those experienced in fiscal years 2000 and 2001.

      Administrative and general expenses were $26,504 and $90,101 for the quarter and year, respectively, compared to $15,848 and $65,517 last year. As a percentage of sales, administrative and general expenses for the quarter and year were 2.4 and 2.2 percent compared to 1.6 and 1.8 percent for the same periods in 2000. The increase in 2001 is due to higher levels of research and development spending and intangible amortization relating to the 2001 acquisitions. Lower pension and insurance costs experienced in 2000 also impacted the quarter and year comparisons. We expect administrative and general expenses, as a percent of sales, to remain around 2.2 percent in future periods.

      Research and development continues to be an integral part of the company's strategy to extend existing brands and expand its offering of new branded items for the consumer market. Research and development expenses for the quarter and year were $2,931 and $11,478, respectively, compared to $2,520 and $9,592 for the same periods last year. The increase in 2001 can be attributed to the additional research and development expenses within the Jennie-O Turkey Store operation. Research and development expenses of Hormel Foods, LLC, which has responsibility for a majority of the company's intangible assets, are included in administrative and general expenses.

      In conformity with generally accepted accounting principles, the company accounts for its majority-owned China operations under the consolidation method. Other international investments, such as Campofrio Alimentacion, S.A., Purefoods-Hormel and Hormel Alimentos, in which the company owns a minority interest, are accounted for under the equity method. These international equity 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 27, 2001, was as follows:

Country

  Investments/Receivables
United States   $ 33,422
Spain     67,212
Philippines     23,645
Mexico     4,333
Costa Rica     740
Australia     453
   
  Total   $ 129,805
   

      Equity in earnings of affiliates was $1,453 and $2,866 for the quarter and year, respectively, compared to $1,176 and $476 last year. The increase in this earnings line was due primarily to the improved performance of the Carapelli USA, LLC. This 49.0 percent owned joint venture was formed in fiscal year 2000 and experienced significant start-up marketing expenses in its first year. Due to the minority ownership and the foreign origin of some of the entities, the company's earnings from these investments may fluctuate due to foreign economies, currency fluctuations and non-controlling ownership levels.

      The company's effective tax rate for the quarter and year was 36.3 and 36.0 percent compared to 34.9 and 35.6 percent in 2000. The effective tax rate increased over the prior year due to permanent differences between tax and financial income as a result of the two large acquisitions completed during the fiscal year. The company expects the effective tax rate to be in a range of 36.0 to 36.5 percent in 2002.

Segment Results

      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 I of the Notes to Consolidated Financial Statements.

 
  Fourth Quarter Ended
  Year Ended
 
 
  October 27, 2001
  October 28, 2000
  % Change
  October 27, 2001
  October 28, 2000
  % Change
 
Net Sales                                  
  Grocery Products   $ 259,660   $ 245,229   5.9   $ 888,868   $ 872,428   1.9  
  Refrigerated Foods     567,536     519,040   9.3     2,209,481     2,023,350   9.2  
  Jennie-O Turkey Store     256,862     187,868   36.7     835,454     584,767   42.9  
  All Other     34,664     54,044   (35.9 )   190,309     194,587   (2.2 )
   
 
 
 
 
 
 
Total   $ 1,118,722   $ 1,006,181   11.2   $ 4,124,112   $ 3,675,132   12.2  
   
 
 
 
 
 
 
Segment Operating Profit                                  
  Grocery Products   $ 57,428   $ 50,514   13.7   $ 138,264   $ 142,580   (3.0 )
  Refrigerated Foods     24,160     15,608   54.8     81,892     51,581   58.8  
  Jennie-O Turkey Store     28,851     14,582   97.9     66,033     37,435   76.4  
  All Other     6,171     5,534   11.5     17,816     17,155   3.9  
   
 
 
 
 
 
 
Total segment operating profit   $ 116,610   $ 86,238   35.2   $ 304,005   $ 248,751   22.2  
  Net interest and investment income     (6,907 )   (1,088 ) 534.8     (18,159 )   1,298   (1,499.0 )
  General corporate (expense) income     (1,776 )   8,538   (120.8 )   (832 )   14,332   (105.8 )
   
 
 
 
 
 
 
Earnings before income taxes   $ 107,927   $ 93,688   15.2   $ 285,014   $ 264,381   7.8  
   
 
 
 
 
 
 

21


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

      Grocery Products sales increased 5.9 percent for the quarter and 1.9 percent for the year compared to the comparable fiscal 2000 periods. Sales tonnage volume was up 6.6 percent for the quarter but finished the year essentially flat (showing a 0.6 percent decline) compared to year-ago results. Operating profit for Grocery Products increased 13.7 percent for the quarter but experienced a 3.0 percent decrease for the year compared to fiscal 2000. Contributing to the stronger results in the fourth quarter was a pronounced move by consumers toward more at-home dining, which accelerated following the September 11, 2001, terrorist attacks.

      Market share gains and successful product line extensions, particularly the Hormel chili, Chi-Chi's salsa, Carapelli olive oil, SPAM luncheon meat, Mary Kitchen hash and Hormel bacon bits brands, helped this segment finish the year strongly. The solid fourth quarter sales boosted the quarter's operating profits. Operating segment results for the full year of 2001 were below those of a year earlier due to higher fiscal 2001 costs for raw materials overall, which were up 15.9 percent from 2000, and heavy Y2K purchasing in the first quarter of fiscal 2000. The company expects raw material average prices to remain at or slightly below fiscal year 2001 average price levels throughout fiscal year 2002.

      Refrigerated Foods  The Refrigerated Foods 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 processing, marketing and sale of nutritionally enhanced food products sold to hospitals, nursing homes and other health facilities. This segment includes the Meat Products and Foodservice business units and the Hormel HealthLabs operating segment.

      Sales by the Refrigerated Foods segment were up 9.3 percent for the quarter and 9.2 percent for the year compared to the comparable fiscal 2000 periods. Operating profit increased 54.8 and 58.8 percent for the quarter and year, respectively, compared to last year's comparable periods. Sales tonnage decreased 1.1 percent and increased 1.4 percent for the quarter and year, respectively, when compared to last year. Strong increases in sales and operating profits with relatively steady volume levels illustrates the company's progress in moving more value-added, higher margin products through the Refrigerated Foods segment. This continuing, planned move toward value-added products continues to be the primary influence on the steady growth of operating profit in this segment. The company's supplier hog contracts helped reduce raw material costs resulting from higher cash market prices by contributing about $10,000 to operating results.

      The segment's strong sales and operating profit occurred despite reductions in hog slaughtering levels, which decreased 3.1 percent for the fourth quarter and 2.0 percent for the year compared to the comparable fiscal 2000 periods. The reduced slaughtering levels were the result of a brief labor strike at the Rochelle, Illinois, plant as well as the company's decision to discontinue the second slaughter shift at the same production facility. Discontinuing the second shift has allowed the company to expand its production of higher margin, value-added products such as bacon, hams and other refrigerated items.

      The Meat Products business unit contributed significantly to the strong performance of the Refrigerated Foods segment. Sales of value-added lines such as Always Tender flavored meats, Hormel fully cooked entrées and Hormel lines of premium ham and deli products continue to experience significant gains. Recently introduced Meat Product items such as Hormel Add-Ons brand of deli wafer sliced meats and cheeses and three new poultry-based flavors of Hormel fully cooked entrées also added to the strong growth results.

      The Foodservice business unit experienced a challenging second half of the year as the already softening restaurant and out-of-home dining industry was further weakened by consumers' reactions to the September 11 terrorist attacks. Even with this slowdown and with the general economic slowdown that has affected the Foodservice business unit all year, branded product volume within the Foodservice channel remained on par with levels experienced a year ago. The Austin Blues and Always Tender product lines continued to have successful brand penetration with double-digit growth over the prior year.

      The Hormel HealthLabs operating segment enhanced the overall segment results with the successful integration and operation of the fiscal 2001 acquisitions of Diamond Crystal and Cliffdale Farms. The operating segment's sales increased 362.4 percent for the quarter and 191.5 percent for the year compared to the comparable fiscal 2000 periods. Excluding the significant acquisition of Diamond Crystal, sales increased 27.4 and 21.4 percent for the quarter and year, respectively, compared to 2000.

      Jennie-O Turkey Store  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.

      Jennie-O Turkey Store sales increased 36.7 percent for the quarter and 42.9 percent for the year compared to the comparable fiscal 2000 periods. Tonnage volume increased 23.1 and 29.3 percent for the quarter and year, respectively, compared to the comparable prior year period results. Operating profit increased 97.9 and 76.4 percent for the quarter and year, respectively, compared to 2000. The acquisition and subsequent merger of The Turkey Store into this segment has provided a substantial increase to all segment measures. A significant portion of the increase in operating results was due to an enhanced brand portfolio, increased raw material utilization (reducing overall commodity sales) and the elimination of duplicate expenses as well as other synergies realized with the merger of the two operations. The pro forma two-year results of operations for The Turkey Store acquisition, presented in Note B of the Notes to Consolidated Financial Statements, does not reflect these synergies. The company has not yet realized all the benefits of the combined operations and expects further efficiencies and improvements will transpire in fiscal year 2002.

22


      Combined tonnage volume for the Jennie-O Foods and The Turkey Store operations was up 1.2 percent for the year compared to the combined operations in 2000. The small increase was the result of the planned discontinuation of sales that did not meet the company's profit objectives. The shift to a higher proportion of value-added products helped enhance the segment's operating results. The company has positioned itself to realize increased future volume growth within the combined Jennie-O Turkey Store value-added processed turkey business.

      The introduction of several new value-added products in 2001 also helped this segment achieve its sales and operating results. Items such as Jennie-O marinated tenders, The Turkey Store Mexican flavored ground turkey, Jennie-O corn dogs, Jennie-O Thanksgiving Tonight oven roasted turkey breast, Jennie-O Cajun fried rotisserie turkey and Jennie-O savory seasoned frozen turkey burgers all reached the market with positive acceptance from the consumer through repeat customer shipments.

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

      All Other sales decreased 35.9 percent for the quarter and 2.2 percent for the year compared to the comparable fiscal 2000 periods. Operating profit increased 11.5 percent and 3.9 percent for the quarter and year, respectively, compared to last year. The timing of some HFI sales and the sale of the company's food equipment company (AFECO) negatively impacted the 2001 fourth quarter sales results of this segment. Weaker fourth quarter operating results from HFI and Dan's Prize, Inc., were offset by strong results from Vista International Packaging, Inc., and the gain recognized on the sale of AFECO.

      HFI experienced strong tonnage growth as many of the company's domestic brands continued to gain increased recognition and distribution in world markets. The China joint ventures led the way with volume up 34 percent for the year. However a strong U.S. dollar, impacting export sales margins and results of foreign operations, negatively impacted operating results. Profits from HFI's Campofrio investment continue to be negatively influenced by high raw material costs in Europe.

      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 was a net expense of $18,159 in fiscal year 2001, compared to net income of $1,298 in 2000. Comparing fourth quarter results, net interest and investment income was a net expense of $6,907 and $1,088 for 2001 and 2000, respectively. The expense increases are attributed to increased interest expense, due to higher debt levels, and reduced interest income, due to lower yields on short-term investment securities.

      General corporate expense was $1,776 and $832 for the quarter and year, respectively, compared to general corporate income of $8,538 and $14,332 for last year. The primary reason for the increased general corporate expense was higher pension and insurance costs over the prior year as well as increased corporate depreciation and amortization as a result of acquisitions.

Fiscal Years 2000 and 1999

      Fiscal year 2000 was a particularly strong year for Hormel Foods. Company marketing efforts, combined with strong consumer demand, resulted in record sales and earnings. With all major operating units experiencing record sales levels, company facilities were able to operate at optimum efficiencies. Adequate supplies of raw materials supported the sales increases.

Consolidated Results

      Net earnings for the fourth quarter of 2000 were $60,979, an increase of 2.2 percent over earnings of $59,674 for the same period in 1999. Sales for the quarter increased 5.8 percent to $1,006,181 compared to $950,839 in 1999. Tonnage increased 0.2 percent for the quarter compared to 1999.

      Net earnings for the year increased 4.1 percent to $170,217 from $163,438 in 1999. Results for 1999 included an after-tax gain of $3,808 from the sale of land by Campofrio Alimentacion, S.A., Madrid, Spain, a company in which Hormel Foods had a 21.4 and an 18.2 percent equity ownership interest in 1999 and 2000, respectively. Excluding the one-time gain, net earnings for 2000 increased by $10,587, or 6.6 percent over 1999 net earnings. Net sales in 2000 increased 9.5 percent to $3,675,132 from $3,357,757 in 1999. Tonnage for the year increased 1.0 percent compared to 1999.

      The company's sales of branded products continued to be the main contributor to earnings as all major business segments contributed to the record sales volume. Increased market share and distribution of some of the company's best-known branded products drove the record sales and earnings performance. The company continues to expand its line of branded products for the consumer through new product introductions and line extensions. Increased sales of branded products and continued expansion of branded pork and turkey products for the consumer, further reduced the effect of fluctuating commodity prices for the company's principal raw materials on the company's financial performance.

      Selling and delivery expenses for the fourth quarter and year were $99,049 and $379,326, respectively, compared to $95,683 and $356,553 in 1999. As a percentage of sales, selling and delivery expenses were 9.8 and 10.3 percent for the quarter and year compared to 10.1 and 10.6 percent in 1999. Selling and delivery expenses increased over 1999 due to increased volume but declined as a percent of sales because of increased fixed cost coverage.

23


      Marketing expenses decreased to $69,180 for the quarter and $292,808 for the year from $82,774 and $307,376 for the same periods in 1999. As a percentage of sales, marketing expenses decreased to 6.9 and 8.0 percent for the quarter and year, respectively, compared to 8.7 and 9.2 percent in 1999. Marketing expenses were down in the fourth quarter due to program spending based on tonnage of specific product lines.

      Administrative and general expenses were $15,848 and $65,517 for the quarter and year, respectively, compared to $20,381 and $73,196 in 1999. As a percentage of sales, administrative and general expenses for the quarter and year were 1.6 and 1.8 percent compared to 2.1 and 2.2 percent for the same periods in 1999. Lower administrative and general expenses were a result of a decrease in pension and insurance costs.

      Research and development continues to be an integral part of the company's strategy to extend existing brands and expand its offering of new branded items for the consumer market. Research and development expenses for the quarter and year were $2,520 and $9,592, respectively, compared to $2,457 and $9,566 for the same periods in 1999. Research and development expenses of Hormel Foods, LLC, which has responsibility for the company's intangible assets, are included in administrative and general expenses.

      In conformity with generally accepted accounting principles, the company accounts for its majority-owned China operations under the consolidation method. Other international investments, such as Campofrio Alimentacion, S.A., Purefoods-Hormel and Hormel Alimentos, in which the company owns a minority interest, are accounted for under the equity method. These international equity 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 28, 2000, was as follows:

Country

  Investments/Receivables
United States   $ 62,030
Spain     60,074
Philippines     24,147
Mexico     3,881
Costa Rica     688
Australia     563
   
  Total   $ 151,383
   

      Equity in earnings of affiliates was $1,176 and $476 for the quarter and year, respectively, compared to $3,089 and $6,995 in 1999. The decrease in this earnings line was due primarily to marketing expenses within Carapelli USA, LLC (U.S.) in 2000 and a reduction in the 2000 earnings from Campofrio Alimentacion, S.A. (Spain). In 1999, the company recorded a $3,808 gain, within the equity in earnings of affiliates line, for the sale of land by Campofrio. Due to the minority ownership and the foreign origin of some of these investments, the company's earnings from these investments may fluctuate due to foreign economies, currency fluctuations and non-controlling ownership levels.

      The company's effective tax rate for the quarter and year was 34.9 and 35.6 percent compared to 35.1 and 35.0 percent in 1999. The reduction in the rate for the fourth quarter was the result of favorable settlements of various state audits.

Segment Results

      Segmented sales and operating profits for each of the business segments are set forth below. Additional business segment financial information can be found in Note I to the Notes to Consolidated Financial Statements.

 
  Fourth Quarter Ended
  Year Ended
 
 
  October 28, 2000
  October 30, 1999
  % Change
  October 28, 2000
  October 30, 1999
 
 
Net Sales                                  
  Grocery Products   $ 245,229   $ 262,040   (6.4 ) $ 872,428   $ 870,016   0.3  
  Refrigerated Foods     519,040     467,589   11.0     2,023,350     1,744,974   16.0  
  Jennie-O Foods     187,868     167,999   11.8     584,767     566,542   3.2  
  All Other     54,044     53,211   1.6     194,587     176,225   10.4  
   
 
 
 
 
 
 
Total   $ 1,006,181   $ 950,839   5.8   $ 3,675,132   $ 3,357,757   9.5  
   
 
 
 
 
 
 
Segment Operating Profit                                  
  Grocery Products   $ 50,514   $ 52,330   (3.5 ) $ 142,580   $ 147,554   (3.4 )
  Refrigerated Foods     15,608     14,010   11.4     51,581     19,155   169.3  
  Jennie-O Foods     14,582     18,556   (21.4 )   37,435     46,860   (20.1 )
  All Other     5,534     5,078   9.0     17,155     18,131   (5.4 )
   
 
 
 
 
 
 
Total segment operating profit   $ 86,238   $ 89,974   (4.2 ) $ 248,751   $ 231,700   7.4  
  Net interest and investment income     (1,088 )   (577 ) 88.6     1,298     3,571   (63.7 )
  General corporate income (expense)     8,538     2,516   239.3     14,332     16,202   (11.5 )
   
 
 
 
 
 
 
Earnings before income taxes   $ 93,688   $ 91,913   1.9   $ 264,381   $ 251,473   5.1  
   
 
 
 
 
 
 

24


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

      Sales by the Grocery Products segment were down 6.4 percent for the quarter but finished 2000 with an increase of 0.3 percent for the year compared to the same periods of 1999. Operating profit for Grocery Products decreased 3.5 percent for the quarter and 3.4 percent for the year compared to 1999. The company had anticipated a decrease in sales for the fourth quarter as a result of an extremely strong fourth quarter in 1999 that included increased stocking of our products due to Y2K uncertainties. The decrease in sales, on a comparative basis, is expected to continue into the first quarter of 2001 but should be offset by favorable sales comparisons expected to be attained in the final three quarters of 2001. Operating profit was adversely affected by higher raw material costs in 2000 compared to 1999.

      Refrigerated Foods  The Refrigerated Foods 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 processing, marketing and sale of nutritionally enhanced food products sold to hospitals, nursing homes and other health facilities. This segment includes the Meat Products and Foodservice business units and the Hormel HealthLabs operating segment.

      Sales by the Refrigerated Foods segment were up 11.0 percent for the quarter and 16.0 percent for the year compared to 1999, primarily due to increases in sales through the Foodservice business. Operating profit increased 11.4 percent and 169.3 percent for the quarter and year, respectively, compared to 1999. Foodservice sales tonnage increased 16.5 and 17.3 percent for the quarter and year, respectively, when compared to 1999. Increases were realized in all 15 categories of branded products sold by Foodservice. The largest gain in Foodservice sales volume occurred in premium pork (including Always Tender brand pork), which was up 88 percent over the same quarter a year ago.

      Although Meat Products tonnage decreased 2.6 percent for the fourth quarter, it experienced an increase of 3.6 percent for the year compared to 1999. Tonnage of branded products sold by this business unit increased 36.6 percent for the year compared to 1999. Record market share was accomplished in fiscal 2000 for pepperoni and bacon. The fully cooked entrée lines continue to perform strongly. Four new entrées were introduced in the fourth quarter.

      Cash markets for hog purchases were 25.4 percent higher in 2000 than a year earlier. Existing hog procurement contracts resulted in a cost of hogs significantly less than the quoted spot cash market, but still resulted in increased prices for hogs compared to 1999. Operating profits for Refrigerated Foods during the fourth quarter were reduced by the increase in raw material prices. However, because of higher plant capacity utilization, including a 1.0 percent increase in hog slaughter and increased sales of value-added products, operating profits for the quarter increased compared to the same period in 1999.

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

      Jennie-O Foods sales increased 11.8 percent for the quarter and 3.2 percent for the year compared to 1999, primarily as a result of an improved sales mix. Operating profit decreased 21.4 percent and 20.1 percent for the quarter and year, respectively. Higher feed grain prices and a lower turkey commodity market adversely impacted operating profits for 2000.

      Tonnage volume for the quarter increased 5.9 percent compared to last year. Tonnage volume for the year was flat, primarily as a result of a decision earlier in the year to reduce production of traditional summer cut-up breast and commodity part sales in favor of whole bird sales. As anticipated, the whole bird market remained strong this fall, particularly on the hen side, which allowed Jennie-O Foods to minimize price pressure on its other product lines.

      Other value-added segments of Jennie-O Foods' business continued to grow, with foodservice again registering double-digit sales increases for the quarter and year. The most recent 12-week AC Nielsen scanner data shows increases in sales volume, market share and distributions for most of Jennie-O Foods' measured retail brands. Jennie-O Foods continues to be aggressive in new product development. The company will roll out four new foodservice products in the first quarter of 2001, which follows the successful launch of four new retail items in the fourth quarter of 2000.

      All Other  This segment consists of a variety of smaller, dissimilar business units and miscellaneous corporate sales. These businesses produce, market and sell beef products, food packaging (i.e., casings for dry sausage) and food equipment and manufacture, market and sell company products internationally. The All Other segment includes the following operating segments: Dan's Prize, Inc., Vista International Packaging, Inc., AFECO and Hormel Foods International.

      All Other sales increased 1.6 percent for the quarter and increased 10.4 percent for the year compared to 1999. Operating profit increased 9.0 percent for the quarter and decreased 5.4 percent for the year compared to 1999. Adverse economic conditions in many of the international markets, which began in the latter part of 1999, put pressure on operating margins for much of the year, but moderated in the fourth quarter of 2000. These pressures were somewhat offset by the Dan's Prize, Inc., cooked beef business, which continued to perform well throughout the year.

      Hormel Foods International experienced significant tonnage growth as many of the company's domestic brands continued to gain increased recognition and distribution in world markets. China, Canada and the Asia-Pacific region, including Japan, Micronesia and South Korea, all experienced double-digit volume growth. Sale of Stagg chili and SPAM luncheon meat, including the introduction of SPAM hot & spicy flavored with Tabasco brand pepper sauce, and SPAM oven roasted turkey, were significant contributors to growth in the international market.

25


Liquidity and Capital Resources

      The company continues to have an exceptionally strong balance sheet, which is reflected in the following financial ratios for fiscal 2001 and 2000:

 
  2001
  2000
 
Liquidity Ratios          
Current ratio   2.1   2.1  
Receivables turnover   13.4   12.8  
Days sales in receivables   27.3   30.6  
Inventory turnover   9.4   9.7  
Days sales in inventory   43.4   38.4  

Leverage Ratio

 

 

 

 

 
Long-term debt to equity
(including current maturities)
  50.4 % 21.1 %

Operating Ratios

 

 

 

 

 
Pretax profit to net worth   30.5 % 30.8 %
Pretax profit to total assets   15.0 % 15.9 %

      Cash, cash equivalents and short-term marketable securities were $186,276 at the end of 2001. Long-term debt, including current maturities, increased from $184,367 at October 28, 2000, to $501,441 at October 27, 2001. In June 2001, the company issued $350,000 of 65/8 percent senior unsecured notes due June 2011. The proceeds were used to repay short-term borrowings incurred to partially finance The Turkey Store and Diamond Crystal acquisitions. This issuance of debt increased the company's long-term debt to equity ratio to 50.4 percent in 2001 from 21.1 percent in 2000. Offsetting a portion of the new debt, the company continued to make scheduled principal payments on existing debt throughout the fiscal year. On October 25, 2001, the company entered into a $150,000, three-year revolving credit facility, which replaced an existing short-term credit line of $425,000. The credit facility is for general corporate purposes and may be used for acquisitions. The company believes its strong balance sheet and available credit facility provides the company the ability to take advantage of expansion or acquisition opportunities that may arise.

      During 2001, cash provided by operating activities was $320,440 as compared to $151,304 last year. This increase can be attributed to increased earnings before depreciation and amortization as well as changes in working capital items, which occurred in the normal course of business.

      Cash used for investing activities in 2001 increased to $506,947 from $74,456 in 2000. The increase in cash used for investing activities primarily reflects the current year's acquisitions of The Turkey Store Company (with a purchase price of $368,650, including related costs) and Diamond Crystal Brands Nutritional Products (with a purchase price of $66,237, including related costs.)

      Cash provided from financing activities increased to $272,137 from cash used in 2000 of $164,512. The $350,000 of 65/8 percent notes issued in June and a reduction in Common Stock repurchased in the market caused the large variance from the previous year. During the year, the company repurchased 416,591 shares of its Common Stock at an average price per share of $22.11 under a repurchase plan approved in September 1998. During the fourth quarter, 282,900 shares were repurchased under the plan at an average price per share of $23.63. Total shares purchased under the currently approved 10,000,000 share repurchase plan are 9,458,691 shares.

      The company opened a new $14,500 distribution center in Dayton, Ohio, at the end of the third quarter under a synthetic lease agreement. The facility serves the East Coast market and is operated by Power Logistics, Inc.

      The company believes that financial resources, including the three-year revolving credit facility and anticipated funds from operations, will be adequate to meet all present commitments for capital expenditures. At the end of fiscal 2001, the company had commitments to expend approximately $36,000 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 live hogs, raw materials, such as feed grain and supplies; (ii) fluctuations in the costs of live turkey production; (iii) changes in the availability and relative costs of labor; (iv) market conditions for finished products, including the supply and pricing of alternative proteins; (v) effectiveness of advertising and marketing programs; (vi) changes in consumer purchasing behavior, particularly as a result of the September 11 terrorist attacks; (vii) the ability of the company successfully to integrate newly acquired businesses into existing operations; (viii) risks associated with leverage, including cost increases due to rising interest rates; (ix) changes in domestic or foreign regulations and laws, including changes in accounting standards, environmental laws, occupational, health and safety laws; (x) issues related to food safety, including costs resulting from product recalls, regulatory compliance and any related claims or litigation; (xi) adverse results from ongoing litigation; (xii) access to foreign markets together with foreign economic conditions, including currency fluctuations; and (xiii) the effect of, or changes in, general economic conditions. Please refer to Exhibit 99 of the Annual Report on Form 10-K/A-1 for fiscal year ending October 28, 2000, for further information on the company's position regarding "forward-looking" information.

26


Quantitative and Qualitative Disclosure about Market Risk

      The 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 10.0 percent decrease in interest rates, and amounts to approximately $16,904 at October 27, 2001. 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.

      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. The contract formula is based on hog production costs. Purchased hogs under contract accounted for 72 percent of the total hogs purchased by the company in both 2001 and 2000. A hypothetical 10 percent change in the cash market would have impacted approximately 28 percent of the hogs purchased in both years, and would not have had a material effect on the company's results. The contracts reduce volatility in hog prices and ensure a steady supply of quality hogs.

      The company raises or contracts on a yearly basis for live turkeys. This reduces market risk from fluctuations in a live turkey market.

      While the company does have international operations and operates in international markets, it considers its market risk in such activities to be immaterial.

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 39. 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  
Joel W. Johnson
Chairman of the Board
President and
Chief Executive Officer
  /s/  MICHAEL J. MCCOY  
Michael J. McCoy
Executive Vice President
Chief Financial Officer

27


Consolidated Statements of Financial Position

 
  October 27, 2001
  October 28, 2000
 
 
  (In Thousands)

 
Assets              
Current Assets              
Cash and cash equivalents   $ 186,276   $ 100,646  
Short-term marketable securities     0     5,964  
Accounts receivable     308,115     307,732  
Inventories     355,114     281,404  
Deferred income taxes     7,341     9,021  
Prepaid expenses and other current assets     26,435     6,342  
   
 
 
  Total Current Assets     883,281     711,109  

Deferred Income Taxes

 

 

0

 

 

61,622

 
Goodwill     279,225     89,910  
Other Intangibles     99,453     2,722  
Investments in and Receivables from Affiliates     129,805     151,383  
Other Assets     91,004     83,645  
Property, Plant and Equipment              
Land     21,967     13,314  
Buildings     377,217     291,512  
Equipment     837,496     701,554  
Construction in progress     37,416     75,232  
   
 
 
      1,274,096     1,081,612  
Less allowance for depreciation     (594,166 )   (540,063 )
   
 
 
      679,930     541,549  
   
 
 
  Total Assets   $ 2,162,698   $ 1,641,940  
   
 
 

Liabilities and Shareholders' Investment

 

 

 

 

 

 

 
Current Liabilities              
Accounts payable   $ 171,177   $ 154,893  
Accrued expenses     40,515     30,117  
Accrued marketing expenses     43,102     34,252  
Employee compensation     76,258     59,138  
Taxes, other than federal income taxes     16,655     10,982  
Dividends payable     12,910     12,195  
Federal income taxes     20,552     2,609  
Current maturities of long-term debt     39,034     38,439  
   
 
 
  Total Current Liabilities     420,203     342,625  

Long-term Debt—less current maturities

 

 

462,407

 

 

145,928

 
Accumulated Postretirement Benefit Obligation     253,607     252,118  
Other Long-term Liabilities     30,140     27,392  
Deferred Income Taxes     460     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 138,663,289 shares October 27, 2001
issued 138,569,429 shares October 28, 2000
    8,126     8,120  
Additional paid-in capital     3,143     0  
Accumulated other comprehensive loss     (25,861 )   (20,917 )
Retained earnings     1,010,473     886,674  
   
 
 
  Total Shareholders' Investment     995,881     873,877  
   
 
 
  Total Liabilities and Shareholders' Investment   $ 2,162,698   $ 1,641,940  
   
 
 

See notes to consolidated financial statements.

28


Consolidated Statements of Operations

 
  Fiscal Year Ended
 
 
  October 27, 2001
  October 28, 2000
  October 30, 1999
 
 
  (In Thousands, Except Per Share Amounts)

 
Sales, less returns and allowances   $ 4,124,112   $ 3,675,132   $ 3,357,757  
Cost of products sold     2,989,337     2,674,874     2,379,725  
   
 
 
 
    Gross Profit     1,134,775     1,000,258     978,032  
Expenses:                    
  Selling and delivery     421,269     379,326     356,553  
  Marketing     323,099     292,808     307,376  
  Administrative and general     90,101     65,517     73,196  
   
 
 
 
    Operating Income     300,306     262,607     240,907  
Other income and expense:                    
  Interest and investment income     9,795     16,204     17,317  
  Equity in earnings of affiliates     2,866     476     6,995  
  Interest expense     (27,953 )   (14,906 )   (13,746 )
   
 
 
 
    Earnings Before Income Taxes     285,014     264,381     251,473  
Provision for income taxes     102,573     94,164     88,035  
   
 
 
 
    Net Earnings   $ 182,441   $ 170,217   $ 163,438  
   
 
 
 
Net Earnings Per Share:                    
    Basic   $ 1.32   $ 1.21   $ 1.12  
   
 
 
 
    Diluted   $ 1.30   $ 1.20   $ 1.11  
   
 
 
 
Weighted Average Shares Outstanding:                    
    Basic     138,710     140,532     145,794  
   
 
 
 
    Diluted     140,125     141,523     147,010  
   
 
 
 

See notes to consolidated financial statements.

29



Consolidated Statements of Changes in Shareholders' Investment

 
 


Common Stock

 


Treasury Stock

   
   
   
   
 
 
   
   
  Accumulated
Other
Comprehensive
Income (Loss)

   
 
 
  Additional Paid-In Capital
  Retained
Earnings

  Total Shareholders' Investment
 
 
  Shares
  Amount
  Shares
  Amount
 
 
  (In Thousands, Except Per Share Amounts)

 
Balance at October 31, 1998   147,229   $ 8,628   (238 ) $ (3,559 ) $ 0   $ 812,157   $ (3,911 ) $ 813,315  
Comprehensive income                                              
  Net earnings                               163,438           163,438  
  Foreign currency translation                                     (3,206 )   (3,206 )
  Adjustment in minimum pension liability                                     812     812  
                                         
 
  Comprehensive income                                           161,044  
Purchases of common stock             (4,498 )   (87,678 )                     (87,678 )
Exercise of stock options             232     4,401           (1,954 )         2,447  
Shares retired   (4,504 )   (264 ) 4,504     86,836           (86,572 )         0  
Cash dividends — $.33 per share                               (47,986 )         (47,986 )
   
 
 
 
 
 
 
 
 
Balance at October 30, 1999   142,725     8,364   0     0     0     839,083     (6,305 )   841,142  
Comprehensive income                                              
  Net earnings                               170,217           170,217  
  Foreign currency translation                                     (6,972 )   (6,972 )
  Adjustment in minimum pension liability                                     (7,640 )   (7,640 )
                                         
 
  Comprehensive income                                           155,605  
Purchases of common stock             (4,429 )   (77,591 )                     (77,591 )
Exercise of stock options             273     4,445           (696 )         3,749  
Shares retired   (4,156 )   (244 ) 4,156     73,146           (72,902 )         0  
Cash dividends — $.35 per share                               (49,028 )         (49,028 )
   
 
 
 
 
 
 
 
 
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  
   
 
 
 
 
 
 
 
 

See notes to consolidated financial statements.

30



Consolidated Statements of Cash Flows

 
  Fiscal Year Ended
 
 
  October 27, 2001
  October 28, 2000
  October 30, 1999
 
 
  (In Thousands)

 
Operating Activities                    
Net earnings   $ 182,441   $ 170,217   $ 163,438  
Adjustments to reconcile to net cash provided by operating activities:                    
  Depreciation     74,546     59,974     57,956  
  Amortization of intangibles     15,647     5,912     6,700  
  Equity in earnings of affiliates     (2,866 )   (476 )   (6,995 )
  Provision for deferred income taxes     (1,763 )   7,160     (1,838 )
  (Gain) loss on property/equipment sales and plant facilities     (901 )   360     1,293  
Changes in operating assets and liabilities net of acquisitions:                    
  Decrease (increase) in accounts receivable     19,234     (41,673 )   (43,140 )
  (Increase) in inventories, prepaid expenses, and other current assets     (21,994 )   (11,750 )   (28,476 )
  Increase (decrease) in accounts payable and accrued expenses     56,096     (38,420 )   90,598  
   
 
 
 
    Net cash provided by operating activities     320,440     151,304     239,536  

Investing Activities

 

 

 

 

 

 

 

 

 

 
Sale of held-to-maturity securities     6,239     84,618     82,502  
Purchase of held-to-maturity securities     (275 )   (30,330 )   (108,656 )
Acquisitions of businesses     (440,036 )   0     0  
Purchases of property/equipment     (77,129 )   (100,125 )   (79,121 )
Proceeds from sales of property/equipment     6,007     3,866     1,155  
(Increase) in investments, equity in affiliates and other assets     (5,102 )   (36,044 )   (42,177 )
Dividends from affiliates     3,349     3,559     2,165  
   
 
 
 
    Net cash used in investing activities     (506,947 )   (74,456 )   (144,132 )

Financing Activities

 

 

 

 

 

 

 

 

 

 
Proceeds from long-term debt     367,494     4,439     26,100  
Principal payments on long-term debt     (40,579 )   (43,183 )   (4,778 )
Dividends paid on common stock     (50,623 )   (48,735 )   (47,858 )
Share repurchase     (9,213 )   (75,330 )   (87,636 )
Other     5,058     (1,703 )   3,144  
   
 
 
 
    Net cash provided by (used in) financing activities     272,137     (164,512 )   (111,028 )
   
 
 
 
    Increase (decrease) in cash and cash equivalents     85,630     (87,664 )   (15,624 )
Cash and cash equivalents at beginning of year     100,646     188,310     203,934  
   
 
 
 
    Cash and cash equivalents at end of year   $ 186,276   $ 100,646   $ 188,310  
   
 
 
 

See notes to consolidated financial statements.

31



Notes to Consolidated Financial Statements
(October 27, 2001)

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 significant intercompany accounts, transactions and profits. Certain reclassifications of previously reported amounts have been made to conform to the current year presentation. The reclassifications had no impact on the 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 2001, 2000 and 1999 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 which 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 in accordance with 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.

      Intangibles:  Goodwill and other intangibles are recorded at their estimated fair values at date of acquisition and are amortized on a straight-line basis over periods ranging up to 40 years. Accumulated amortization at October 27, 2001, and October 28, 2000, was $63.6 million and $48.0 million, respectively.

      Impairment of Long-lived Assets:  The company reviews the long-lived assets, including identifiable intangibles and associated goodwill, for impairment 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 as measured by the discounted cash flows.

      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 Income (Loss)" in shareholders' investment.

      Accumulated Other Comprehensive Income (Loss):  The components of accumulated other comprehensive income (loss) are as follows:

 
  October 27,
2001

  October 28,
2000

 
 
  (In Thousands)

 
Foreign currency translation   $ (16,908 ) $ (12,213 )
Minimum pension liability     (8,953 )   (8,704 )
   
 
 
Accumulated other comprehensive income (loss)   $ (25,861 ) $ (20,917 )
   
 
 

      Derivatives and Hedging Activity:  In first quarter fiscal 2001, the company adopted Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities," (as amended by SFAS Nos. 137 and 138). This Statement requires that all derivative instruments be recorded on the balance sheet at fair value and establishes accounting treatment for fair value hedges, cash flow hedges and hedges of foreign currency exposures of net investments in foreign operations. Adoption of the Statement did not have a material impact on the results of operations or financial position of the company.

      The company hedges a portion of its equity investment in Campofrio Alimentacion, S.A., with foreign denominated debt. The debt is considered to be totally effective as a hedge against translation gains and losses on the company's investment.

      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's largest equity investment is a 21.1 percent ownership interest in the common stock of a Spanish company, Campofrio Alimentacion, S.A. The fair value of such publicly traded securities was $83.0 million and the company's book

32


value was $67.2 million at October 27, 2001. The only other material equity investment is a 40.0 percent ownership interest in a Philippines joint venture, Purefoods-Hormel Company, which has an October 27, 2001, book value of $23.6 million.

      Revenue Recognition:  Beginning in the fourth quarter of fiscal 2001, the company adopted the provisions of Staff Accounting Bulletin No. 101 (SAB 101) "Revenue Recognition in Financial Statements." As a result of the guidance in SAB 101, regarding FOB destination sales, the company now recognizes revenue upon delivery to customers as opposed to shipment, which was the company's previous practice. The effect this change had on fiscal year 2001 results was a reduction in sales of $30.5 million and a reduction in net earnings of $1.1 million or $0.01 per diluted share.

      Product shipments are supported by purchase orders received from customers that indicate the price for each product and for which collectibility from the customer is reasonably assured.

      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 2001, 2000 and 1999 were $285.5 million, $260.1 million and $273.2 million, respectively.

      Shipping and Handling Costs:  Shipping and handling costs are recorded as selling and delivery expenses. Shipping and handling costs for fiscal years 2001, 2000 and 1999 were $234.3 million, $210.2 million and $190.5 million, respectively.

      Research and Development Expenses:  Research and development expenses incurred for fiscal years 2001, 2000 and 1999 were $11.5 million, $9.6 million and $9.6 million, respectively. Expenses for research and development are expensed as incurred and are included in administrative and general expenses.

      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:  The company uses 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. Under the intrinsic value method, compensation expense is recognized only to the extent the market price of the common stock exceeds the exercise price of the stock option at the date of the grant.

      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 follows:

 
  2001
  2000
  1999
 
  (In Thousands)

Basic weighted-average shares outstanding   138,710   140,532   145,794
Dilutive potential common shares   1,415   991   1,216
   
 
 
Diluted weighted-average shares outstanding   140,125   141,523   147,010
   
 
 

      On November 22, 1999, the Hormel Foods Corporation Board of Directors authorized a two-for-one split of the company's common stock that was approved by the shareholders at the Annual Meeting on January 25, 2000. The calculation of earnings per share in the above table and elsewhere in this Annual Report reflects the impact from this split.

      Accounting Changes and Recent Accounting Pronouncements:  In July 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 141 (SFAS 141), "Business Combinations," and No. 142 (SFAS 142), "Goodwill and Other Intangible Assets." These Statements change the accounting for business combinations, goodwill and intangible assets. SFAS 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 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 not deemed to have an indefinite life will continue to be amortized over their useful lives. The amortization provisions of SFAS 142 apply to goodwill and intangible assets acquired after June 30, 2001. Goodwill and intangible assets acquired prior to July 1, 2001, will continue to be amortized through adoption of the Statement by the company. After adoption, such goodwill and other indefinite lived intangible assets will cease being amortized. The company plans to adopt SFAS 142 in the first quarter of fiscal 2002, and estimates the annual reduction in amortization will increase net earnings by approximately $9.0 million or $0.06 per share. During fiscal 2002, the company will perform the first of the required impairment tests of goodwill and indefinite lived intangible assets as of October 28, 2001, and has not yet determined what the effect of these tests will be on the results of operations and financial position of the company but does not believe it will be material.

      The Emerging Issues Task Force (EITF) has issued consensuses EITF 00-14, "Accounting for Certain Sales Incentives," and EITF 00-25, "Vendor Income Statement Characterization of Consideration from a Vendor to a Retailer." These consensuses relate to the income statement classification of advertising and promotional costs. The company will apply these consensuses as of the beginning of fiscal 2002 and will reclassify certain marketing expenses as reductions of revenue. There will be no impact to operating income or net earnings. Had the consensus been in effect for fiscal years 2001 and 2000, the reclassification would have been $238.9 million and $201.3 million, respectively. The company anticipates the impact on fiscal 2002 revenues and marketing expenses will be approximately $270.0 million.

33


Note B:  Acquisitions

      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 is a turkey processing business headquartered in Barron, Wisconsin.

      On April 27, 2001, the company purchased the assets of Diamond Crystal Brands Nutritional Products (Diamond Crystal). Diamond Crystal, formerly headquartered in Savannah, Georgia, produces a variety of nutritionally enhanced food products.

      The Turkey Store Company and Diamond Crystal acquisitions have been recorded using the purchase method of accounting. The goodwill generated from these acquisitions is currently being amortized over a period of 20 years. The allocations of these purchase prices are as follows:

 
  Turkey
Store

  Diamond
Crystal

 
  (In Thousands)

Current assets   $ 90,347   $ 4,425
Identified intangible assets     73,370     28,285
Goodwill     161,362     33,527
Other assets     694      
Fixed assets     140,903      
Current liabilities     (44,205 )    
Long-term deferred tax liabilities     (53,821 )    
   
 
Purchase price including related costs   $ 368,650   $ 66,237
   
 

      The operating results of each acquisition are included in the company's Consolidated Statement of Operations from the dates of acquisition. Pro forma results of operations are not presented for the Diamond Crystal acquisition, as the effects of this acquisition were not material to the company. The two-year pro forma results of operations for The Turkey Store Company acquisition, assuming consummation of the purchase as of October 31, 1999, are as follows:

 
  Twelve Months Ended
 
  October 27,
2001

  October 28,
2000

 
  (Unaudited)
(In Thousands)

Net sales   $ 4,228,366   $ 3,995,631
Net earnings     176,963     165,139

Per share data:

 

 

 

 

 

 
  Basic earnings     1.28     1.18
  Diluted earnings     1.26     1.17

      Various other acquisitions were completed in 2001 but were not material to the company either individually or in aggregate.

Note C:  Inventories

Principal components of inventories are:

 
  October 27,
2001

  October 28,
2000

 
 
  (In Thousands)

 
Finished products   $ 217,128   $ 174,032  
Raw materials and work-in-process     102,802     76,432  
Materials and supplies     68,451     61,480  
LIFO reserve     (33,267 )   (30,540 )
   
 
 
Total   $ 355,114   $ 281,404  
   
 
 

      Inventoriable expenses, packages and supplies and turkey products amounting to approximately $95.8 million at October 27, 2001, and $87.6 million at October 28, 2000, are stated at cost determined by the last-in, first-out method and are $33.3 million and $30.5 million lower in the respective years than such inventories determined under the first-in, first-out method.

Note D:  Long-term Debt and Other Borrowing Arrangements

Long-term debt consists of:

 
  October 27,
2001

  October 28,
2000

 
  (In Thousands)

Senior unsecured notes, with interest at 6.625%, interest due semi-annually through 2011   $ 350,000   $ 0

Medium-term unsecured notes, $35,000 maturing through 2002 and $75,000 maturing through 2006, with interest at 7.16% and 7.35%, respectively, principal and interest due annually through 2006

 

 

65,238

 

 

87,619

Medium-term unsecured note, denominated in euros, with variable interest rate, principal and interest due semi-annually through 2004

 

 

23,847

 

 

40,620

Declining balance credit facility, denominated in euros, with variable interest rate, principal due annually through 2004

 

 

16,988

 

 

20,312

Variable rate—evolving credit agreements

 

 

14,750

 

 

13,300

Medium-term unsecured note, denominated in euros, with variable interest rate, principal due semi-annually beginning in 2003 through 2006 with a variable interest period

 

 

14,208

 

 

0

Medium-term secured notes with variable rates, principal and interest due semi-annually through 2006, secured by various equipment

 

 

8,661

 

 

11,377

Industrial revenue bonds with variable interest rates, due 2005

 

 

4,700

 

 

4,700

Promissory notes, principal and interest due annually through 2007, interest at 7.23% and 8.9%, secured by limited partnership interests in affordable housing

 

 

1,711

 

 

2,872

Other

 

 

1,338

 

 

3,567
   
 

 

 

 

501,441

 

 

184,367

Less current maturities

 

 

39,034

 

 

38,439
   
 

Total

 

$

462,407

 

$

145,928
   
 

34


      The company has various lines of credit, which have a maximum available commitment of $184.7 million. As of October 27, 2001, the company has unused lines of credit of $170.0 million which bear interest at variable rates below prime. A fixed fee is paid for the availability of credit lines.

      Aggregate annual maturities of long-term debt for the five fiscal years after October 27, 2001, are as follows:

 
  (In Thousands)
2002   $ 39,034
2003     33,489
2004     31,026
2005     21,231
2006     11,459

      Total interest paid during fiscal 2001, 2000 and 1999 was $19.2 million, $16.5 million and $14.8 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 $530.0 million.

Note E:  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 2001, 2000 and 1999 were $13.6 million, $11.5 million and $10.9 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. The company's funding policy is to make annual contributions of not less than the minimum required by applicable regulations.

      The company provides medical and life insurance benefits to certain retired employees. Eligible employees who retired prior to January 1, 1987, remain on the medical plan 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.

      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
 
 
  2001
  2000
  2001
  2000
 
 
  (In Thousands)

 
Change in benefit obligation:                          
Benefit obligation at beginning of year   $ 500,499   $ 485,937   $ 281,711   $ 266,676  
Service cost     12,220     10,964     2,644     2,229  
Interest cost     36,218     35,455     20,359     19,284  
Actuarial loss     10,969     11,102     18,234     15,831  
Benefits paid     (32,865 )   (42,959 )   (21,575 )   (22,309 )
   
 
 
 
 
Benefit obligation at end of year     527,041     500,499     301,373     281,711  
   
 
 
 
 
Change in plan assets:                          
Fair value of plan assets at beginning of year     554,782     571,241              
Actual return on plan assets     36,053     14,530              
Employer contributions     1,035     11,970              
Benefits paid     (32,865 )   (42,959 )            
   
 
 
 
 
Fair value of plan assets at end of year     559,005     554,782              
   
 
 
 
 
Funded status     31,964     54,283     (301,373 )   (281,711 )
Unrecognized net transition liability     1,342     2,144              
Unrecognized actuarial loss (gain)     8,809     (16,307 )   43,503     26,641  
Unrecognized prior service cost     5,110     6,550     (2,031 )   (2,382 )
Benefit payments subsequent to measurement date     268     256     6,294     5,334  
   
 
 
 
 
Net amount recognized   $ 47,493   $ 46,926   $ (253,607 ) $ (252,118 )
   
 
 
 
 

      As of the 2001 valuation date, plan assets included common stock of the company having a market value of $90.2 million. Dividends paid during the year on shares held by the plan were $1.3 million.

      Amounts recognized in the consolidated balance sheets as of October 27, 2001, and October 28, 2000, were as follows:

 
  Pension Benefits
  Other Benefits
 
 
  2001
  2000
  2001
  2000
 
 
  (In Thousands)

 
Prepaid benefit cost   $ 87,860   $ 80,265              
Accrued benefit liability     (57,440 )   (50,981 ) $ (259,901 ) $ (257,452 )
Intangible asset     2,184     3,170              
Accumulated other comprehensive loss     14,621     14,216              
Benefit payments subsequent to measurement date     268     256     6,294     5,334  
   
 
 
 
 
Net amount recognized   $ 47,493   $ 46,926   $ (253,607 ) $ (252,118 )
   
 
 
 
 

35


      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 $66.2 million, $57.4 million and $0 respectively, as of October 27, 2001, and $55.0 million, $50.7 million and $0, respectively, as of October 28, 2000.

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

 
  2001
  2000
  1999
 
Discount rate   7.25 % 7.50 % 7.50 %
Rate of future compensation increase   5.00 % 5.00 % 5.00 %
Expected long-term return on plan assets   9.50 % 9.50 % 9.50 %
   
 
 
 

      For measurement purposes, a 5.9% annual rate of increase in the per capita cost of covered health care benefits was assumed for 2002. The rate was assumed to decrease to 5.5% for 2005 and remain at that level thereafter.

      Net periodic cost of defined benefit plans included the following:

 
  Pension Benefits
 
 
  2001
  2000
  1999
 
 
  (In Thousands)

 
Service cost   $ 12,220   $ 10,964   $ 10,921  
Interest cost     36,218     35,455     33,298  
Expected return on plan assets     (51,075 )   (52,724 )   (52,293 )
Amortization of transition obligation     802     803     803  
Amortization of prior service cost     1,440     1,440     1,153  
Recognized actuarial loss (gain)     875     (803 )   (878 )
   
 
 
 
Net periodic cost (benefit)   $ 480   $ (4,865 ) $ (6,996 )
   
 
 
 

 


 

Other Benefits


 
 
  2001
  2000
  1999
 
 
  (In Thousands)

 
Service cost   $ 2,644   $ 2,229   $ 2,920  
Interest cost     20,359     19,284     18,555  
Amortization of prior service cost     (351 )   (352 )   (351 )
Recognized actuarial (gain) loss     1,372     56     1,446  
   
 
 
 
Net periodic benefit cost   $ 24,024   $ 21,217   $ 22,570  
   
 
 
 

      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
 
 
  Increase
  Decrease
 
 
  (In Thousands)

 
Effect on total of service and interest cost components   $ 841   $ (779 )
Effect on the postretirement benefit obligation     11,361     (10,599 )
   
 
 

Note F:  Income Taxes

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

 
  2001
  2000
  1999
 
 
  (In Thousands)

 
Current:                    
  U.S. Federal   $ 94,381   $ 78,384   $ 80,621  
  State     9,579     8,226     9,098  
  Foreign     376     394     154  
   
 
 
 
Total current     104,336     87,004     89,873  
Deferred:                    
  U.S. Federal     (1,590 )   6,464     (1,657 )
  State     (173 )   696     (181 )
   
 
 
 
Total deferred     (1,763 )   7,160     (1,838 )
   
 
 
 
Total provision for income taxes   $ 102,573   $ 94,164   $ 88,035  
   
 
 
 

      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 $6.9 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 were as follows:

 
  October 27,
2001

  October 28,
2000

 
 
  (In Thousands)

 
Deferred tax liabilities:              
Tax over book depreciation   $ (34,258 ) $ (32,844 )
Prepaid pension     (34,063 )   (31,119 )
Book/Tax basis difference from acquisition     (59,753 )   0  
Other, net     (22,967 )   (19,095 )
Deferred tax assets:              
Vacation accrual     5,431     5,009  
Insurance accruals     5,756     5,403  
Deferred compensation     10,971     10,252  
Postretirement benefits     98,324     97,746  
Pension accrual     11,939     12,953  
Other, net     25,501     22,338  
   
 
 
Net deferred tax assets   $ 6,881   $ 70,643  
   
 
 

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

 
  2001
  2000
  1999
 
U.S. statutory rate   35.0 % 35.0 % 35.0 %
State taxes on income, net of federal tax benefit   2.2   2.2   2.3  
All other, net   (1.2 ) (1.6 ) (2.3 )
   
 
 
 
Effective tax rate   36.0 % 35.6 % 35.0 %
   
 
 
 

36


      Total income taxes paid during fiscal 2001, 2000 and 1999 were $81.9 million, $98.1 million and $76.4 million, respectively.

Note G:  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 27, 2001, to purchase hogs and turkeys, assuming current price levels, as follows:

 
  (In Thousands)
2002   $ 780,973
2003     674,974
2004     653,999
2005     395,737
2006     294,407
Later years     1,002,708
   
Total   $ 3,802,798
   

      Estimated purchases under these contracts for fiscal 2001, 2000 and 1999 were $828.1 million, $815.9 million and $582.1 million, respectively.

      The company has noncancelable operating lease commitments on facilities and equipment at October 27, 2001, as follows:

 
  (In Thousands)
2002   $ 12,160
2003     9,872
2004     7,713
2005     6,513
2006     4,588
Later years     5,116
   
Total   $ 45,962
   

      The company has commitments to expend approximately $36.0 million to complete construction in progress at various locations at October 27, 2001.

      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.

Note H:  Stock Options

      The company has stock option plans for employees and nonemployee 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. The company follows APB Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations in accounting for its employee stock options. Under APB Opinion No. 25, when the exercisable price of employee stock options equals the underlying stock on the date of grant, no compensation expense is recorded. Options are exercisable upon grant and expire at various dates ranging from fiscal 2002 to 2011.

      Following is a summary of stock option activity:

 
  Shares
  Weighted-average
Option Price

 
  (In Thousands,
Except Per Share Data)

Balance October 31, 1998   5,545   $ 11.95
Granted   916     15.97
Exercised   (393 )   10.93
Forfeitures   (18 )   12.73
   
 
Balance October 30, 1999   6,050     12.62
Granted   849     19.27
Exercised   (271 )   10.75
Forfeitures   (2 )   15.91
   
 
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
   
 

      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 its employee stock options using the fair value method. 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 2001, 2000 and 1999, respectively; risk free interest rate of 4.2%, 5.8% and 6.3%; a dividend yield of 1.8%, 2.4% and 1.8%; expected volatility of 25.3%, 24.4% and 23.6%; and an expected option life of seven years. The weighted-average fair value of options granted in fiscal 2001, 2000 and 1999 was $5.06, $5.56 and $5.13, respectively. Exercise prices ranged from $10.25 to $20.31 with a remaining average contractual life of six years at October 27, 2001. Pro forma net earnings and diluted earnings per share are as follows:

 
  2001
  2000
  1999
 
  (In Thousands,
Except Per Share Data)

Pro forma net earnings   $ 180,370   $ 168,334   $ 162,148
Pro forma diluted earnings per share     1.29     1.19     1.10
Diluted earnings per share-as reported     1.30     1.20     1.11
   
 
 

37


      The number of shares available for future grants was 7,068,000, 8,151,000 and 138,244 at October 27, 2001, October 28, 2000, and October 30, 1999, respectively.

Note I:  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 four segments: Grocery Products, Refrigerated Foods, Jennie-O Turkey Store and All Other.

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

      The Refrigerated Foods segment consists 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 manufacture, marketing and sale of nutritionally enhanced food products sold to hospitals, nursing homes and other health facilities. This segment includes the Meat Products and Foodservice business units and the Hormel HealthLabs operating segment.

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

      The All Other segment consists of a variety of smaller, dissimilar business units and miscellaneous corporate sales. The activities of these businesses include the production, marketing and sale of beef products, food packaging (i.e., casings for dry sausage) and food equipment and the manufacture, marketing and sale of company products internationally. This segment includes operating segments: Dan's Prize, Inc., Vista International Packaging, Inc., AFECO (sold in 2001) and Hormel Foods International.

      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 to the right as "Net interest and investment income" and "General corporate (expense)/income" when reconciling to earnings before income taxes. Depreciation and amortization make up some of these unallocated expenses and are shown to the right within "Corporate." All assets other than cash, marketable securities and other corporate assets have been identified with the segments to which they relate.

 
  2001
  2000
  1999
 
 
  (In Thousands,
Except Per Share Data)

 
Sales to Unaffiliated Customers                    
  Grocery Products   $ 888,868   $ 872,428   $ 870,016  
  Refrigerated Foods     2,209,481     2,023,350     1,744,974  
  Jennie-O Turkey Store     835,454     584,767     566,542  
  All Other     190,309     194,587     176,225  
   
 
 
 
Total   $ 4,124,112   $ 3,675,132   $ 3,357,757  
   
 
 
 
Intersegment Sales                    
  Grocery Products   $ 80   $ 105   $ 116  
  Refrigerated Foods     2,613     2,495     2,473  
  Jennie-O Turkey Store     65,130     59,866     57,109  
  All Other     69,483     57,878     53,601  
   
 
 
 
Total     137,306     120,344     113,299  
  Intersegment elimination     (137,306 )   (120,344 )   (113,299 )
   
 
 
 
Total   $ 0   $ 0   $ 0  
   
 
 
 
Net Sales                    
  Grocery Products   $ 888,948   $ 872,533   $ 870,132  
  Refrigerated Foods     2,212,094     2,025,845     1,747,447  
  Jennie-O Turkey Store     900,584     644,633     623,651  
  All Other     259,792     252,465     229,826  
  Intersegment elimination     (137,306 )   (120,344 )   (113,299 )
   
 
 
 
Total   $ 4,124,112   $ 3,675,132   $ 3,357,757  
   
 
 
 
Operating Profit                    
  Grocery Products   $ 138,264   $ 142,580   $ 147,554  
  Refrigerated Foods     81,892     51,581     19,155  
  Jennie-O Turkey Store     66,033     37,435     46,860  
  All Other     17,816     17,155     18,131  
   
 
 
 
  Total segment operating profit     304,005     248,751     231,700  
  Net interest and investment income     (18,159 )   1,298     3,571  
  General corporate (expense)/income     (832 )   14,332     16,202  
   
 
 
 
Earnings before income taxes   $ 285,014   $ 264,381   $ 251,473  
   
 
 
 
Assets                    
  Grocery Products   $ 226,554   $ 235,184   $ 246,916  
  Refrigerated Foods     633,644     585,313     546,671  
  Jennie-O Turkey Store     748,947     318,563     281,414  
  All Other     180,825     189,055     176,140  
  Corporate     372,728     313,825     434,444  
   
 
 
 
Total   $ 2,162,698   $ 1,641,940   $ 1,685,585  
   
 
 
 
Additions to Property Plant and Equipment                    
  Grocery Products   $ 5,591   $ 9,853   $ 9,438  
  Refrigerated Foods     28,371     42,623     51,908  
  Jennie-O Turkey Store     21,683     33,707     11,918  
  All Other     2,664     2,210     1,549  
  Corporate     18,820     11,732     4,308  
   
 
 
 
Total   $ 77,129   $ 100,125   $ 79,121  
   
 
 
 
Depreciation and Amortization                    
  Grocery Products   $ 8,407   $ 8,331   $ 8,399  
  Refrigerated Foods     25,715     24,016     22,254  
  Jennie-O Turkey Store     34,692     15,735     14,960  
  All Other     3,609     3,502     3,959  
  Corporate     17,770     14,302     15,084  
   
 
 
 
Total   $ 90,193   $ 65,886   $ 64,656  
   
 
 
 

38


Note J:  Quarterly Results of Operations (Unaudited)

      The following tabulations reflect the unaudited quarterly results of operations for the years ended October 27, 2001, and October 28, 2000:

 
  Net
Sales

  Gross
Profit

  Net
Earnings

  Diluted
Earnings
Per Share

 
  (In Thousands, Except Per Share Data)

2001                        
First quarter   $ 947,493   $ 267,015   $ 41,532   $ 0.30
Second quarter     1,018,406     265,987     38,894     0.28
Third quarter     1,039,491     272,960     33,212     0.24
Fourth quarter     1,118,722     328,813     68,803     0.49

2000

 

 

 

 

 

 

 

 

 

 

 

 
First quarter   $ 903,913   $ 263,081   $ 43,848   $ 0.30
Second quarter     879,023     240,114     36,254     0.26
Third quarter     886,015     219,386     29,136     0.21
Fourth quarter     1,006,181     277,677     60,979     0.44


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 27, 2001 and October 28, 2000, 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 27, 2001. 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 27, 2001 and October 28, 2000, and the consolidated results of its operations and its cash flows for each of the three years in the period ended October 27, 2001, in conformity with accounting principles generally accepted in the United States.

/s/  ERNST & YOUNG LLP    

Minneapolis, Minnesota
November 19, 2001

39



Officers and Directors

Joel W. Johnson*   James N. Sheehan
Chairman, President and Chief Executive Officer   Vice President and Controller
Director since June 1991    
    William F. Snyder
Michael J. McCoy*   Vice President—Refrigerated Foods Operations
Executive Vice President and Chief Financial Officer    
Director since May 2000   Joseph C. Swedberg
    Vice President—Meat Products Marketing
Gary J. Ray*    
Executive Vice President—Refrigerated Foods   Larry L. Vorpahl
Director since November 1990   Vice President—Grocery Products Marketing
     
Eric A. Brown*   James W. Cavanaugh
Group Vice President—Prepared Foods   Corporate Secretary
Director since January 1997    
    Roland G. Gentzler
Steven G. Binder   Assistant Controller
Group Vice President—Foodservice    
    Kevin C. Jones
Richard A. Bross   Assistant Secretary
Group Vice President / President Hormel Foods International    
    John W. Allen, Ph.D.*
Jeffrey M. Ettinger   Professor Emeritus, Food Marketing, Partnership for
Group Vice President / President and Chief Operating   Food Industry Development
Officer   Michigan State University
Jennie-O Turkey Store, Inc.   Director since October 1989
     
Ronald W. Fielding   John R. Block*
Group Vice President—Meat Products   Former U.S. Secretary of Agriculture
    President and Chief Executive Officer,
James A. Jorgenson   Food Distributors International
Senior Vice President—Corporate Staff   Director since October 1997
     
Mahlon C. Schneider   William S. Davila*
Senior Vice President—External Affairs and
General Counsel
  President Emeritus, The Vons Companies, Inc.
Director since January 1993
     
Thomas R. Day   E. Peter Gillette, Jr.*
Vice President—Foodservice Sales   Senior Advisor to U.S. Trust Company
    Retired President, Piper Trust Company
Forrest D. Dryden, Ph.D.   Director since July 1996
Vice President—Research and Development    
    Luella G. Goldberg*
Jody H. Feragen   Trustee, University of Minnesota Foundation
Vice President and Treasurer   Member, Board of Overseers, University of Minnesota
    Carlson School of Management
Dennis B. Goettsch   Trustee and Chair Emerita, Wellesley College
Vice President—Foodservice Marketing   Past Board Chair, University of Minnesota Foundation
    Director since September 1993
Daniel A. Hartzog    
Vice President—Meat Products Sales   Joseph T. Mallof*
    President, Asia-Pacific
Kurt F. Mueller   S.C. Johnson & Sons, Inc.
Vice President—Fresh Pork Sales and Marketing   Director since October 1997
     
Gary C. Paxton   Dakota A. Pippins*
Vice President—Prepared Foods Operations   Director of Urban Think Tank and Director of Planning,
    Vigilante Division of Leo Burnett, USA
Larry J. Pfeil   Director since January 2001
Vice President—Engineering    
    John G. Turner*
Douglas R. Reetz   Vice Chairman, ING Americas
Vice President—Grocery Products Sales   Director since March 2000
     
    Robert R. Waller, M.D.*
    President Emeritus, Mayo Foundation
    Professor of Ophthalmology, Mayo Medical School
    Director since January 1993

*
Director

40



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. There are approximately 11,200 record shareholders and another 12,500 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 2001 and 2000, respectively, are shown below:

2001

  High
  Low
  Dividend
First Quarter   $ 19.13   $ 16.75   $ .0925
Second Quarter     21.50     18.51     .0925
Third Quarter     25.25     19.52     .0925
Fourth Quarter     26.39     21.73     .0925

2000


 

High


 

Low


 

Dividend

First Quarter   $ 22.28   $ 19.25   $ .0875
Second Quarter     19.40     14.12     .0875
Third Quarter     19.68     15.00     .0875
Fourth Quarter     16.87     15.18     .0875

All figures reflect two-for-one stock split approved by shareholders at the Annual Meeting on January 25, 2000.

Transfer Agent and Registrar
Wells Fargo Bank Minnesota, N.A.
161 North Concord Exchange
P.O. Box 64854
South St. Paul, MN 55164-0854

      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 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 call Wells Fargo Shareowner Services at 1-877-536-3559 (toll-free) or use the "contact us" feature on the web site http://www.css2.sungard.com/Norwest/NLogin.html to arrange for a PIN setup.

      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.

      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.

      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.

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 Form10-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) 437-5164 or by accessing the information on the Internet at www.hormel.com. As part of our ongoing effort to reduce costs in fiscal 2002, the company will no longer mail printed reports summarizing the first, second, third or fourth quarters. Please call (507) 437-5164 if you wish to receive the company's quarterly earnings news releases by mail or fax. The company's Annual Report to Shareholders is mailed approximately one month following the fourth quarter release date.

Annual Meeting

      The Annual Meeting of Shareholders will be held Tuesday, January 29, 2002, 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 Affairs

      Inquiries regarding products of Hormel Foods Corporation should be addressed:

      Consumer Affairs Department
      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.

41




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EXHIBIT 13.1 SELECTED PAGES OF 2001 ANNUAL REPORT TO STOCKHOLDERS
Selected Financial Data
Management's Discussion and Analysis of Financial Condition and Results of Operations (In Thousands of Dollars, Except Per Share Amounts)
Consolidated Statements of Financial Position
Consolidated Statements of Operations
Consolidated Statements of Changes in Shareholders' Investment
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements (October 27, 2001)
Report of Independent Auditors
Officers and Directors
Shareholder Information
EX-21.1 4 a2068311zex-21_1.htm EXHIBIT 21.1 Prepared by MERRILL CORPORATION
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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       67%        
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       50%        
Shanghai Hormel Foods Co. Ltd.       China       74%        
Campoco, Inc.       Minnesota       100%        
Hormel Netherlands B.V.       Netherlands       100%        
Great Barrier Reef Company Pty. Ltd.       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%        
Hormel FSC, Inc.       Barbados       100%        



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EXHIBIT 21.1 SUBSIDIARIES OF HORMEL FOODS CORPORATION
EX-23.1 5 a2068311zex-23_1.htm EXHIBIT 23.1 Prepared by MERRILL CORPORATION
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EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Annual Report (Form 10K) of Hormel Foods Corporation of our report dated November 19, 2001, included in the 2001 Annual Report to Stockholders of Hormel Foods Corporation.

Our audits also included the financial statement schedule of Hormel Foods Corporation listed in Item 14(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, of our report dated November 19, 2001, 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 27, 2001.

    /s/  ERNST & YOUNG LLP      

Minneapolis, Minnesota
January 22, 2002

 

 



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EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS
EX-24.1 6 a2068311zex-24_1.htm EXHIBIT 24.1 Prepared by MERRILL CORPORATION
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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 27, 2001, 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)   January 22, 2002

/s/  
MICHAEL J. MCCOY    
Michael J. McCoy

 

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

 

January 22, 2002

/s/  
GARY J. RAY    
Gary J. Ray

 

Executive Vice President, Refrigerated Foods and Director

 

January 23, 2002

/s/  
ERIC A. BROWN    
Eric A. Brown

 

Group Vice President, Prepared Foods and Director

 

January 23, 2002

/s/  
JOHN W. ALLEN    
John W. Allen

 

Director

 

January 22, 2002

/s/  
JOHN R. BLOCK    
John R. Block

 

Director

 

January 18, 2002

/s/  
WILLIAM S. DAVILA    
William S. Davila

 

Director

 

January 17, 2002

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

 

Director

 

January 21, 2002

/s/  
LUELLA G. GOLDBERG    
Luella G. Goldberg

 

Director

 

January 16, 2002

/s/  
JOSEPH T. MALLOF    
Joseph T. Mallof

 

Director

 

January 16, 2002

/s/  
DAKOTA PIPPINS    
Dakota A. Pippins

 

Director

 

January 16, 2002

/s/  
JOHN G. TURNER    
John G. Turner

 

Director

 

January 18, 2002

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

 

Director

 

January 16, 2002



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EXHIBIT 24.1 POWER OF ATTORNEY
EX-99.1 7 a2068311zex-99_1.htm EXHIBIT 99.1 Prepared by MERRILL CORPORATION
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EXHIBIT 99.1

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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. In addition, any of the matters discussed below may have affected Hormel's past results and may affect future results, so that the Company's actual results for fiscal 2002 and beyond may differ materially from those expressed in prior 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 our earnings.

Our 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

1



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. We, 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 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. Higher costs and lower supply of feed grains could harm our financial results.

Outbreaks of disease among the turkey flocks of Jennie-O Turkey Store could harm our 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, our supply of turkeys would decrease and costs would increase, and our business operations and financial results would suffer.

Market demand for our products may fluctuate due to competition from other producers.

We face competition from producers of other meats and protein sources, especially beef, chicken and fish. The bases on which we compete include:

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

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

Our 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, our revenues could decrease, our costs of doing business could increase and our 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 our ability to integrate newly acquired operations successfully with our existing operations. If we are unable to integrate new operations successfully, our financial results and business reputation could suffer.

2



Government regulation, present and future, exposes us to potential sanctions and compliance costs that could adversely affect our business.

Our 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 our products. Our manufacturing facilities and products are subject to constant inspection by federal, state and local authorities. Claims or enforcement proceedings could be brought against us in the future. Additionally, we may be unable to comply with new or modified laws and regulations. Our failure to comply with applicable laws and regulations could subject us to civil remedies, including fines, injunctions, recalls or seizures, as well as potential criminal sanctions.

We are subject to stringent environmental regulation and potentially subject to environmental litigation, proceedings and investigations.

Our 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 our ability to comply with any modifications to these laws and regulations, is material to our business. New matters or sites may be identified in the future that will require additional investigation, assessment or expenditures. In addition, some of our facilities have been in operation for many years and, over time, we 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 our present or former properties or manufacturing facilities and/or waste disposal sites could require us 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 our financial condition.

Our foreign operations pose additional risks to our business.

We operate our business and market our products internationally. Our 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 our financial results.

Deterioration of labor relations or increases in labor costs could harm our business.

We have approximately 15,600 employees, of which approximately 4,400 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 our facilities that results in work slowdowns or stoppages could harm our financial results.

We have only recently acquired The Turkey Store Company and may not be able to integrate its operations successfully over the long term.

We only recently began to operate Jennie-O and The Turkey Store Company as a combined entity, and we cannot ensure you that we will successfully integrate the two businesses or that Jennie-O Turkey Store will achieve expected synergies. Additionally, over time we may become aware of unanticipated liabilities related to the acquisition. The occurrence of any of these events could hinder our ability to adjust rapidly to changing market conditions, make us more vulnerable in the event of an economic downturn, or place us at a competitive disadvantage relative to less leveraged competitors.

3





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EXHIBIT 99.1 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
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