HORMEL FOODS CORP /DE/ - Annual Report: 2013 (Form 10-K)

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ANNUAL REPORT ON FORM 10-K

 

HORMEL FOODS CORPORATION

 

OCTOBER 27, 2013

 

 

 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

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

 

For the fiscal year ended October 27, 2013

 

or

 

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

 

For the transition period from                                 to                                 

 

Commission File Number: 1-2402

 

HORMEL FOODS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

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

 

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

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

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

 

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of April 28, 2013, was $5,541,256,742, based on the closing price of $41.21 on the last business day of the registrant’s most recently completed second fiscal quarter.

 

As of November 29, 2013, the number of shares outstanding of each of the registrant’s classes of common stock was as follows:

 

Common Stock, $0.0293 Par Value – 263,669,001 shares

Common Stock Non-Voting, $0.01 Par Value – 0 shares

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the Annual Stockholders’ Report for the fiscal year ended October 27, 2013, are incorporated by reference into Part I, Items 1 and 1A and Part II, Items 5-8 and 9A, and included as Exhibit 13.1 filed herewith.

 

Portions of the Proxy Statement for the Annual Meeting of Stockholders to be held January 28, 2014, are incorporated by reference into Part III, Items 10-14.

 

 

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HORMEL FOODS CORPORATION

TABLE OF CONTENTS

 

PART I
	Item 1.	BUSINESS	3
	Item 1A.	RISK FACTORS	7
	Item 1B.	UNRESOLVED STAFF COMMENTS	7
	Item 2.	PROPERTIES	8
	Item 3.	LEGAL PROCEEDINGS	10
	Item 4.	MINE SAFETY DISCLOSURES	10
PART II
	Item 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	11
	Item 6.	SELECTED FINANCIAL DATA	11
	Item 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	11
	Item 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	12
	Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	12
	Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	12
	Item 9A.	CONTROLS AND PROCEDURES	12
	Item 9B.	OTHER INFORMATION	12
PART III
	Item 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	13
	Item 11.	EXECUTIVE COMPENSATION	13
	Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	13
	Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	13
	Item 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	13
PART IV
	Item 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	13
SIGNATURES			14

 

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PART I

 

Item 1.  BUSINESS

 

(a)  General Development of Business

 

Hormel Foods Corporation, a Delaware corporation (the Company), was founded by George A. Hormel in 1891 in Austin, Minnesota, as Geo. A. Hormel & Company.  The Company started as a processor of meat and food products and continues in this line of business.  The Company’s name was changed to Hormel Foods Corporation on January 31, 1995.  The Company is primarily engaged in the production of a variety of meat and food products and the marketing of those products throughout the United States and internationally.  Although pork and turkey remain the major raw materials for its products, the Company has emphasized for several years the manufacturing and distribution of branded, value-added consumer items rather than the commodity fresh meat business.  The Company has continually expanded its product portfolio through organic growth, new product development, and acquisitions.

 

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

 

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

 

On January 31, 2013, the Company acquired the United States based SKIPPY® peanut butter business from Conopco, Inc. (doing business as Unilever United States Inc.), of Englewood Cliffs, N.J. for a purchase price of $665.4 million in cash.  This acquisition included the Little Rock, Arkansas manufacturing facility and all sales worldwide, except sales in China.  On November 26, 2013, subsequent to the end of fiscal year 2013, the Company also completed the acquisition of the China based SKIPPY® peanut butter business for an additional investment of $41.4 million in cash, subject to working capital and tax adjustments.  This acquisition included the Weifang, China manufacturing facility and all sales in Mainland China.

 

The Company had no other significant change in the type of products produced or services rendered, or in the markets or methods of distribution since the beginning of the 2013 fiscal year.

 

(b)  Segments

 

The Company’s business is reported in five segments: Grocery Products, Refrigerated Foods, Jennie-O Turkey Store (JOTS), Specialty Foods, and International & Other.  The International & Other segment was previously the All Other segment, and was renamed in the second quarter of fiscal 2013, with no change in the composition of the segment.  Net sales to unaffiliated customers, operating profit, total assets, and the presentation of certain other financial information by segment, are reported in Note O of the Notes to Consolidated Financial Statements and in the Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Annual Stockholder’s Report for the fiscal year ended October 27, 2013, incorporated herein by reference.

 

(c)  Description of Business

 

Products and Distribution

 

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

 

		Fiscal Year Ended
		October 27, 2013		October 28, 2012		October 30, 2011
Perishable meat		50.9	%	53.5	%	55.1	%
Shelf-stable		21.4		17.6		16.8
Poultry		18.8		19.3		19.1
Other		8.9		9.6		9.0
		100.0	%	100.0	%	100.0	%

 

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

 

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

 

Domestically, the Company sells its products in all 50 states.  The Company’s products are sold through its sales personnel, operating in assigned territories or as dedicated teams serving major customers, coordinated from sales offices located in most of the larger U.S. cities. The Company also utilizes independent brokers and distributors.  As of October 27, 2013, the Company had approximately 730 sales personnel engaged in selling its products.  Distribution of products to customers is primarily by common carrier.

 

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

 

Raw Materials

 

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

 

The majority of the hogs harvested by the Company are purchased under supply contracts from producers located principally in California, Colorado, Illinois, Iowa, Kansas, Minnesota, Nebraska, North Dakota, Oklahoma, South Dakota, Texas, Utah, and Wisconsin.  The cost of hogs and the utilization of the Company’s facilities are affected by both the level and the methods of pork production in the United States.  The movement toward larger operations, which operate under supply agreements with processors, has resulted in fewer hogs being available on the spot cash market.  The Company, like others in the industry, uses supply contracts to manage the effects of this trend and to ensure a stable supply of raw materials.  The Company’s contracts are based on market-based formulas and/or the cost of production, to better balance input costs with customer pricing, and all contract costs are fully reflected in the Company’s reported financial statements.  In fiscal 2013, the Company purchased 98 percent of its hogs under supply contracts.  The Company also procures a portion of its hogs through farms that it either owns or operates in Arizona, California, Colorado, Kansas, and Wyoming.

 

In fiscal 2013, JOTS raised turkeys representing approximately 78 percent of the volume needed to meet its raw material requirements for whole bird and processed turkey products.  Turkeys not sourced within the Company are contracted with independent turkey growers.  JOTS’ turkey-raising farms are located throughout Minnesota and Wisconsin.

 

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

 

Manufacturing

 

The Company has three plants that harvest hogs for processing.  Quality Pork Processors, Inc. of Dallas, Texas, operates the harvesting facility at Austin, Minnesota, under a custom harvesting arrangement.  The Company currently has seven turkey harvest and processing operations, and 36 facilities that produce and distribute other manufactured items.  Albert Lea Select Foods, Inc. operates the processing facility at Albert Lea, Minnesota, under a custom manufacturing agreement.  Company products are also custom manufactured by several other companies.  The following are the Company’s larger custom manufacturers: Abbyland Foods, Inc., Abbotsford, Wisconsin; Agropur Division Natrel USA, Maplewood, Minnesota; Algood Food Company, Louisville, Kentucky; Cloverleaf Cold Storage, Sioux City, Iowa; Lakeside Packing Company, Manitowoc, Wisconsin; Mrs. Clark’s Foods, Ankeny, Iowa; OSI Industries LLC, Chicago, Illinois; Power Packaging, St. Charles, Illinois;

 

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Reichel Foods, Inc., Rochester, Minnesota; Reser’s Fine Foods, Topeka, Kansas; and Steuben Foods, Jamaica, New York.  Exel, Inc., based in Westerville, Ohio, operates distribution centers for the Company in Dayton, Ohio, and Osceola, Iowa.

 

Patents and Trademarks

 

There are numerous patents and trademarks that are important to the Company’s business.  The Company holds 45 U.S.-issued and ten foreign patents.  Most of the trademarks are registered.  Some of the more significant owned or licensed trademarks used by the Company or its affiliates are:

 

HORMEL, ALWAYS TENDER, AMERICAN CLASSICS, AUSTIN BLUES, BLACK LABEL, BREAD READY, BÚFALO, CAFÉ H, CALIFORNIA NATURAL, CHI-CHI’S, COMPLEATS, COUNTRY CROCK, CURE 81, CUREMASTER, DAN’S PRIZE, DI LUSSO, DINTY MOORE, DODGER DOG, DON MIGUEL, DOÑA MARIA, DUBUQUE, EMBASA, ESSENCE C, FARMER JOHN, FAST ‘N EASY, FIRE-BRAISED, HERB-OX, HERDEZ, HIBACHI GRILL, HOMELAND, HOUSE OF TSANG, JENNIE-O, JENNIE-O TURKEY STORE, KID’S KITCHEN, LA VICTORIA, LAYOUT, LITTLE SIZZLERS, LLOYD’S, MANNY’S, MARY KITCHEN, NATURAL CHOICE, NATURASELECT, NOT-SO-SLOPPY-JOE, OLD SMOKEHOUSE, PELOPONNESE, PILLOW PACK, POCO PAC, PREP CHEF, PREMORO, RANGE BRAND, REV, ROSA GRANDE, SAAG’S, SANDWICH MAKERS, SAUCY BLUES, SKIPPY, SPAM, STAGG, TEZZATA, THICK & EASY, VALLEY FRESH, WHOLLY GUACAMOLE, WHOLLY SALSA, and WRANGLERS.

 

Country Crock® remains a registered trademark of the Unilever Group of Companies and is being used under license.

 

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

 

Customers and Backlog Orders

 

During fiscal year 2013, sales to Wal-Mart Stores, Inc. (Wal-Mart) represented approximately 13.9 percent of the Company’s revenues (measured as gross sales less returns and allowances), compared to 13.2 percent in fiscal 2012.  Wal-Mart is a customer for all five segments of the Company.  The five largest customers in each segment make up approximately the following percentage of segment sales: 43 percent of Grocery Products, 35 percent of Refrigerated Foods, 39 percent of JOTS, 45 percent of Specialty Foods, and 29 percent of International & Other.  The loss of one or more of the top customers in any of these segments could have a material adverse effect on the results of such segment.  Backlog orders are not significant due to the perishable nature of a large portion of the products.  Orders are accepted and shipped on a current basis.

 

Competition

 

The production and sale of meat and food products in the United States and internationally are highly competitive.  The Company competes with manufacturers of pork and turkey products, as well as national and regional producers of other meat and protein sources, such as beef, chicken, fish, and peanut butter.  The Company believes that its largest domestic competitors for its Refrigerated Foods segment in 2013 were Tyson Foods, Inc. and Smithfield Foods, Inc.; for its Grocery Products segment, ConAgra Foods, Inc., General Mills, Inc., Campbell Soup Co., and J. M. Smucker Co.; and for JOTS, Cargill, Inc. and Butterball, LLC.

 

All segments compete on the basis of price, product quality and attributes, brand identification, breadth of product line, 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 2013, 2012, and 2011, were approximately $29.9 million, $29.8 million, and $29.4 million, respectively.   There are approximately 140 employees engaged in full time research and development, 50 in the area of improving existing products and 90 in developing new products.

 

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Employees

 

As of October 27, 2013, the Company had approximately 19,800 active domestic and foreign employees.

 

(d) Geographic Areas

 

Financial information about geographic areas, including total revenues attributed to the U.S. and all foreign countries in total for the last three fiscal years of the Company, is reported in Note O of the Notes to Consolidated Financial Statements of the Annual Stockholder’s Report for the fiscal year ended October 27, 2013, incorporated herein by reference.

 

(e) Available Information

 

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

 

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

 

(f) Executive Officers of the Registrant

 

				CURRENT OFFICE AND PREVIOUS
NAME		AGE		FIVE YEARS EXPERIENCE		DATES
Jeffrey M. Ettinger		55		Chairman of the Board, President and Chief Executive Officer		11/21/06 to Present
Jody H. Feragen		57		Executive Vice President and Chief Financial Officer		11/01/10 to Present
				Senior Vice President and Chief Financial Officer		01/01/07 to 10/31/10
Steven G. Binder		56		Executive Vice President/President Hormel Business Units		10/31/11 to Present
				Executive Vice President (Refrigerated Foods)		11/01/10 to 10/30/11
				Group Vice President (Refrigerated Foods)		07/30/07 to 10/31/10
Deanna T. Brady		48		Group Vice President ( Foodservice)		10/28/13 to Present
				Vice President Sales (Foodservice Sales)		07/30/07 to 10/27/13
Thomas R. Day		55		Group Vice President (Refrigerated Foods)		10/28/13 to Present
				Group Vice President (Foodservice)		11/01/10 to 10/27/13
				Senior Vice President (Foodservice)		07/30/07 to 10/31/10
Donald H. Kremin		53		Group Vice President (Specialty Foods Group)		10/31/11 to Present
				Vice President/Senior Vice President Consumer Product Sales (Wal-Mart)		10/29/07 to 10/30/11
Glenn R. Leitch		53		Group Vice President/President Jennie-O Turkey Store, Inc.		10/31/11 to Present
				General Manager (Jennie-O Turkey Store, Inc.)		05/30/11 to 10/30/11
				Senior Vice President — Commodity (Supply Chain Division — Jennie-O Turkey Store, Inc.)		04/30/01 to 05/29/11
James P. Snee		46		Group Vice President/President Hormel Foods International Corporation		10/29/12 to Present
				Vice President/Senior Vice President Hormel Foods International Corporation		10/31/11 to 10/28/12
				Vice President (Affiliated Business Units — Refrigerated Foods)		10/27/08 to 10/30/11
James M. Splinter		51		Group Vice President (Grocery Products)		11/01/10 to Present
				Vice President (Marketing-Consumer Products- Refrigerated Foods)		06/02/03 to 10/31/10
Larry L. Vorpahl		50		Group Vice President/President Consumer Products Sales		10/31/05 to Present

 

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(f) Executive Officers of the Registrant - Continued

 

				CURRENT OFFICE AND PREVIOUS
NAME		AGE		FIVE YEARS EXPERIENCE		DATES
William F. Snyder		56		Senior Vice President (Supply Chain)		10/31/05 to Present
Roland G. Gentzler		59		Vice President (Finance) and Treasurer		01/01/07 to Present
Brian D. Johnson		53		Vice President and Corporate Secretary		11/22/10 to Present
				Corporate Secretary and Senior Attorney		10/29/07 to 11/21/10
David P. Juhlke		54		Vice President (Human Resources)		10/31/05 to Present
Lori J. Marco		46		Vice President (External Affairs) and General Counsel		01/24/11 to Present
				Senior Attorney		01/01/07 to 01/23/11
Phillip L. Minerich, Ph.D.		60		Vice President (Research and Development)		10/31/05 to Present
						(retires 12/31/13)
Kevin L. Myers, Ph.D.		48		Vice President (Research and Development)		10/28/13 to Present
				Director Product and Process Development (Research and Development)		04/30/12 to 10/27/13
				Group Manager Product Development (Research and Development)		03/06/06 to 04/29/12
James N. Sheehan		58		Vice President and Controller		05/01/00 to Present

 

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 time.

 

Item 1A.  RISK FACTORS

 

Information on the Company’s risk factors included in the Management’s Discussion and Analysis of Financial Condition and Results of Operations on pages 27 through 29 of the Annual Stockholders’ Report for the fiscal year ended October 27, 2013, is incorporated herein by reference.

 

Item 1B.  UNRESOLVED STAFF COMMENTS

 

None.

 

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Item 2.  PROPERTIES

 

				Approximate Area (Square Feet,		Owned or		Lease
Location		Principal Segment (1)		Unless Noted)		Leased		Expiration Date
Harvest and Processing Plants
Austin, Minnesota		Refrigerated Foods Grocery Products Specialty Foods International & Other		1,376,000		Owned
Barron, Wisconsin		JOTS		392,000		Owned
Faribault, Minnesota		JOTS		173,000		Owned
Fremont, Nebraska		Refrigerated Foods Grocery Products Specialty Foods International & Other		700,000		Owned
Melrose, Minnesota		JOTS		134,000		Owned
Vernon, California		Refrigerated Foods		724,000		Owned
		International & Other
		Refrigerated Foods		108,000		Leased		April 2014
		International & Other
Willmar, Minnesota		JOTS		338,000		Owned
Processing Plants
Albert Lea, Minnesota		Refrigerated Foods		78,000		Owned
Algona, Iowa		Refrigerated Foods		154,000		Owned
Alma, Kansas		Refrigerated Foods		66,000		Owned
Aurora, Illinois		Specialty Foods		147,000		Owned
Beijing, China		International & Other		95,000		80% Owned
Beloit, Wisconsin		Grocery Products Specialty Foods		346,000		Owned
		Grocery Products Specialty Foods		5,000		Leased		Monthly
Bremen, Georgia		Specialty Foods		156,000		Owned
Browerville, Minnesota		Refrigerated Foods		101,000		Owned
Dubuque, Iowa		Grocery Products		342,000		Owned
Duluth, Georgia		Specialty Foods		80,000		Owned
Knoxville, Iowa		Refrigerated Foods		130,000		Owned
Lathrop, California		Refrigerated Foods		85,000		Owned
Little Rock, Arkansas		Grocery Products International & Other		167,000		Owned
Long Prairie, Minnesota		Refrigerated Foods		85,000		Owned
Mendota Heights, Minnesota		Refrigerated Foods		77,000		Owned
Mitchellville, Iowa		Specialty Foods		81,000		Owned
Montevideo, Minnesota		JOTS		89,000		Owned
Nevada, Iowa		Refrigerated Foods		139,000		Owned
New Berlin, Wisconsin		Grocery Products		70,000		Leased		February 2016
Osceola, Iowa		Refrigerated Foods		367,000		Owned
Pelican Rapids, Minnesota		JOTS		374,000		Owned
Perrysburg, Ohio		Specialty Foods		183,000	(2)	Owned
Quakertown, Pennsylvania		Specialty Foods		10,000		Owned
Rochelle, Illinois		Refrigerated Foods Grocery Products Specialty Foods		398,000		Owned
San Leandro, California		Refrigerated Foods		41,000		Leased		November 2021
Savannah, Georgia		Specialty Foods		300,000		Owned
Shanghai, China		International & Other		33,000		81% Owned
Sparta, Wisconsin		Specialty Foods		385,000		Owned

 

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Item 2.  PROPERTIES - Continued

 

				Approximate Area (Square Feet,		Owned or		Lease
Location		Principal Segment (1)		Unless Noted)		Leased		Expiration Date
Processing Plants (continued)
Stockton, California		Grocery Products Specialty Foods		139,000		Owned
Tucker, Georgia		Grocery Products Refrigerated Foods Specialty Foods		283,000		Owned
Visalia, California		Specialty Foods		107,000		Owned
Weifang, China		International & Other		117,000	(4)	Owned
Wichita, Kansas		Refrigerated Foods		89,000		Owned
Warehouse/Distribution Centers
Austin, Minnesota		Refrigerated Foods Grocery Products		82,000		Owned
Bondurant, Iowa		Specialty Foods		99,000		Owned
Dayton, Ohio		Refrigerated Foods Grocery Products Specialty Foods		140,000		Owned
Eldridge, Iowa		Grocery Products Specialty Foods		424,000		Leased		July 2019
Fresno, California		Refrigerated Foods		25,000	(2)	Owned
Nevada, Iowa		Refrigerated Foods		87,000		Owned
Osceola, Iowa		Refrigerated Foods		233,000		Owned
Shanghai, China		International & Other		26,000		Leased		June 2016
Sparta, Wisconsin		Specialty Foods		50,000		Leased		July 2016
Tucker, Georgia		Grocery Products Refrigerated Foods Specialty Foods		96,000		Leased		February 2014
Vernon, California		Refrigerated Foods		115,000		Owned
Willmar, Minnesota		JOTS		119,000		Owned
				5,000		Leased		September  2018
Hog Production Facilities
Albin, Wyoming		Refrigerated Foods		458,000		Owned
Corcoran, California		Refrigerated Foods		816,000		Owned
Holbrook, Arizona		Refrigerated Foods		13,000		Owned
Las Animas, Colorado		Refrigerated Foods		801,000		Owned
Pine Bluffs, Wyoming		Refrigerated Foods		64,000		Owned
Snowflake, Arizona		Refrigerated Foods		1,529,000		Owned
Hatcheries
Barron, Wisconsin		JOTS		29,000		Owned
Detroit Lakes, Minnesota		JOTS		27,000		Owned
Henning, Minnesota		JOTS		22,000		Owned
Feed Mills
Albin, Wyoming		Refrigerated Foods		6,000		Owned
Atwater, Minnesota		JOTS		19,000		Owned
Barron, Wisconsin		JOTS		26,000		Owned
Corcoran, California		Refrigerated Foods		5,000		Owned
Dawson, Minnesota		JOTS		37,000		Owned
Faribault, Minnesota		JOTS		25,000		Owned

 

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Item 2.  PROPERTIES - Continued

 

				Approximate Area (Square Feet,		Owned or		Lease
Location		Principal Segment (1)		Unless Noted)		Leased		Expiration Date
Feed Mills (continued)
Henning, Minnesota		JOTS		5,000		Owned
Northfield, Minnesota		JOTS		17,000		Owned
Perham, Minnesota		JOTS		26,000		Owned
Snowflake, Arizona		Refrigerated Foods		28,000		Owned
Swanville, Minnesota		JOTS		29,000		Owned
Turkey Farms
Minnesota and Wisconsin		JOTS		14,900	(3)	Owned
Research and Development
Austin, Minnesota		All Segments		83,000		Owned
Shanghai, China		International & Other		5,000		Leased		September 2014
Willmar, Minnesota		JOTS		10,000		Owned
Administrative Offices
Austin, Minnesota		All Segments		276,000		Owned
Beijing, China		International & Other		4,000		Leased		May 2014
Gainesville, Georgia		Refrigerated Foods		5,000		Leased		November 2014
Las Animas, Colorado		Refrigerated Foods		4,000		Leased		January 2014
Moorabbin, Australia		International & Other		3,000		Leased		August 2016
Savannah, Georgia		Specialty Foods		14,000		Owned
Shanghai, China		International & Other		13,000		Leased		September 2014
Taylor, Arizona		Refrigerated		5,000		Leased		January 2015
Spicer, Minnesota		JOTS		14,000		Leased		July 2015
Vernon, California		Refrigerated Foods		24,000		Leased		April 2014
Willmar, Minnesota		JOTS		21,000		Owned

 

(1)	Many of the Company’s properties are not exclusive to any one segment, and a few of the properties are utilized in all five segments.  For locations that support multiple segments, but with a substantial percentage of activity attributable to certain segments, only the principal segments have been listed.
(2)	Property is owned but no longer used in production.
(3)	Acres
(4)	Facility acquired on November 26, 2013, subsequent to the end of fiscal year 2013.

 

The Company believes its operating facilities are well maintained and suitable for current production volumes, and expansion plans are either completed or in process to accommodate all volumes anticipated in the foreseeable future.

 

Item 3.  LEGAL PROCEEDINGS

 

The Company is a party to various legal proceedings related to the on-going operation of its business, including claims both by and against the Company.  At any time, such proceedings typically involve claims related to product liability, contract disputes, wage and hour laws, employment practices, or other actions brought by employees, consumers, competitors, or suppliers.  Resolution of any currently known matters, either individually or in the aggregate, is not expected to have a material effect on the Company’s financial condition, results of operations, or liquidity.

 

Item 4.  MINE SAFETY DISCLOSURES

 

Not applicable.

 

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PART II

 

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

 

The high and low sales price of the Company’s common stock and the dividends per share declared for each quarter of fiscal 2013 and fiscal 2012 are shown below:

 

2013		High			Low			Dividend
First Quarter		$	35.38		$	29.32		$	0.17
Second Quarter		42.09			34.60			0.17
Third Quarter		43.17			37.46			0.17
Fourth Quarter		44.22			40.60			0.17
2012		High			Low			Dividend
First Quarter		$	30.33		$	28.17		$	0.15
Second Quarter		29.65			27.98			0.15
Third Quarter		30.70			27.70			0.15
Fourth Quarter		29.85			27.28			0.15

 

Additional information about dividends, principal market of trade, and number of stockholders on page 60 of the Annual Stockholders’ Report for the fiscal year ended October 27, 2013, is incorporated herein by reference.  The Company’s common stock has been listed on the New York Stock Exchange since January 16, 1990.

 

Issuer purchases of equity securities in the fourth quarter of fiscal year 2013 are shown below:

 

		Total Number of Shares		Average Price Paid			Total Number of Shares Purchased as Part of Publicly Announced Plans or		Maximum Number of Shares that May Yet Be Purchased Under the Plans or
Period		Purchased		Per Share			Programs1		Programs1
July 29, 2013 – September 1, 2013		250,000		$	42.65		250,000		9,787,400
September 2, 2013 – September 29, 2013		212,200		42.39			212,200		9,575,200
September 30, 2013 – October 27, 2013		130,000		42.26			130,000		9,445,200
Total		592,200		$	42.47		592,200

 

1 On January 31, 2013, the Company announced that its Board of Directors had authorized the repurchase of 10,000,000 shares of its common stock with no expiration date.  The repurchase program was authorized at a meeting of the Company’s Board of Directors on January 29, 2013.  The Company’s prior share repurchase program authorized in fiscal 2010 was fully utilized prior to commencing purchases under this new authorization.

 

Item 6.       SELECTED FINANCIAL DATA

 

Selected Financial Data for the five fiscal years ended October 27, 2013, on page 13 of the Annual Stockholders’ Report for the fiscal year ended October 27, 2013, is incorporated herein by reference.

 

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

 

Information in the Management’s Discussion and Analysis of Financial Condition and Results of Operations on pages 14 through 30 of the Annual Stockholders’ Report for the fiscal year ended October 27, 2013, is incorporated herein by reference.

 

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Item 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Information on the Company’s exposure to market risk included in the Management’s Discussion and Analysis of Financial Condition and Results of Operations on page 30 of the Annual Stockholders’ Report for the fiscal year ended October 27, 2013, is incorporated herein by reference.

 

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

Consolidated Financial Statements, including unaudited quarterly data, on pages 34 through 59 and the Report of Independent Registered Public Accounting Firm on page 33 of the Annual Stockholders’ Report for the fiscal year ended October 27, 2013, are incorporated herein by reference.

 

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

 

None.

 

Item 9A.  CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

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

 

Internal Control over Financial Reporting

 

(a)               The report entitled “Management’s Report on Internal Control Over Financial Reporting” on page 31 of the Annual Stockholder’s Report for the fiscal year ended October 27, 2013, is incorporated herein by reference.

 

(b)               The report entitled “Report of Independent Registered Public Accounting Firm” on page 32 of the Annual Stockholder’s Report for the fiscal year ended October 27, 2013, is incorporated herein by reference.

 

(c)                During the fourth quarter of fiscal year 2013, there has been no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Item 9B.  OTHER INFORMATION

 

None.

 

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PART III

 

Item 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

Information under “Item 1 - Election of Directors” on pages 2 through 6, information under “Board Independence” on page 8, and information under “Board of Director and Committee Meetings” on pages 8 and 9 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 28, 2014, is incorporated herein by reference.

 

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

 

Information under “Section 16(a) Beneficial Ownership Reporting Compliance,” on page 38 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 28, 2014, is incorporated herein by reference.

 

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

 

Item 11.  EXECUTIVE COMPENSATION

 

Information commencing with “Executive Compensation” on page 14 through “Potential Payments Upon Termination at Fiscal 2013 Year End” on pages 31 and 32, and information under “Compensation of Directors” on pages 10 through 12 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 28, 2014, is incorporated herein by reference.

 

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

 

Information under “Equity Compensation Plan Information” on page 37, and information under “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Management” on pages 13 and 14 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 28, 2014, is incorporated herein by reference.

 

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

 

Information under “Related Party Transactions” on page 37 and “Board Independence” on page 8 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 28, 2014, is incorporated herein by reference.

 

Item 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

 

Information under “Independent Registered Public Accounting Firm Fees” and “Audit Committee Preapproval Policies and Procedures” on page 12 of the Company’s definitive proxy statement for the Annual Meeting of Stockholders to be held January 28, 2014, is incorporated herein by reference.

 

PART IV

 

Item 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

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

 

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SIGNATURES

 

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

 

	HORMEL FOODS CORPORATION
	By:	/s/ JEFFREY M. ETTINGER	December 18, 2013
		JEFFREY M. ETTINGER, Chairman of the	Date
		Board, President and Chief Executive Officer

 

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

 

Name		Date		Title
/s/ JEFFREY M. ETTINGER		12/18/13		Chairman of the Board, President, Chief Executive Officer, and Director (Principal Executive Officer)
JEFFREY M. ETTINGER
/s/ JODY H. FERAGEN		12/18/13		Executive Vice President, Chief Financial Officer, and Director (Principal Financial Officer)
JODY H. FERAGEN
/s/ JAMES N. SHEEHAN		12/18/13		Vice President and Controller (Principal Accounting Officer)
JAMES N. SHEEHAN
/s/ TERRELL K. CREWS*		12/18/13		Director
TERRELL K. CREWS
/s/ GLENN S. FORBES*		12/18/13		Director
GLENN S. FORBES
/s/ STEPHEN M. LACY*		12/18/13		Director
STEPHEN M. LACY
		12/18/13		Director
SUSAN I. MARVIN
/s/ JOHN L. MORRISON*		12/18/13		Director
JOHN L. MORRISON
/s/ ELSA A. MURANO*		12/18/13		Director
ELSA A. MURANO
/s/ ROBERT C. NAKASONE*		12/18/13		Director
ROBERT C. NAKASONE
/s/ SUSAN K. NESTEGARD*		12/18/13		Director
SUSAN K. NESTEGARD
/s/ DAKOTA A. PIPPINS*		12/18/13		Director
DAKOTA A. PIPPINS
/s/ CHRISTOPHER J. POLICINSKI*		12/18/13		Director
CHRISTOPHER J. POLICINSKI
*By: /s/ JAMES N. SHEEHAN		12/18/13
JAMES N. SHEEHAN,
as Attorney-In-Fact

 

14