10-K/A 1 a2063711z10-ka.htm 10-K/A-1 Prepared by MERRILL CORPORATION
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-K/A-1

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

For the Fiscal Year Ended October 28, 2000

Commission File No. 1-2402


LOGO

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

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

1 HORMEL PLACE, AUSTIN, MINNESOTA

 

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

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


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

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

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

NONE
(Title of Class)

   Indicate by check mark 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 4, 2000, was $1,356,268,000 based on the closing price of $18.75 per share. As of December 4, 2000, the number of shares outstanding of each of the Corporation's classes of common stock was as follows:

   Common Stock, $.0586 Par Value-138,569,429 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 28, 2000, 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 30, 2001, are incorporated by reference into Part III, Items 10-13 and included as a separate section in the electronic filing to the SEC.




ANNUAL REPORT ON FORM 10-K/A-1

HORMEL FOODS CORPORATION

OCTOBER 28, 2000



Introductory Note

    This Form 10-K/A-1 is the result of discussions between Company management and the Securities and Exchange Commission ("SEC") during a normal review of the Company's SEC filings. The primary changes reflected in this amendment relate to reporting on a different segment basis than was set forth in the original Form 10-K. This Form 10-K/A-1 also contains a number of other changes that supplement or revise textual information. However, this Form 10-K/A-1 contains no changes to the consolidated financial statements as previously reported.

    The segment reporting contained in this Form 10-K/A-1 follows the agreed upon interpretation of SFAS No. 131 "Disclosures about Segments of an Enterprise and Related Information," which has an effective date for the Company of fiscal year 1999. The revised segment information is presented in Footnote J to the Notes to Consolidated Financial Statements in the Annual Stockholder's Report for the year ended October 28, 2000, incorporated herein by reference.

    For the purposes of this Form 10-K/A-1, and in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the Company has amended and restated in its entirety each item of the Company's Form 10-K for the year ended October 28, 2000. This Form 10-K/A-1 does not reflect events occurring after the filing of the original Form 10-K, or modify or update those disclosures affected by subsequent events.

    This Form 10-K/A-1 contains forward-looking statements with respect to our financial condition, results of operations, plans, objectives, future performance and business. Forward-looking statements include predictions of future results and may contain the words "expects," "believes," "will," "will deliver," "anticipates," "projects" or words or phrases of similar meaning. Our actual results for future periods could differ materially from historical earnings and those anticipated or projected in forward-looking statements. In particular, our future results could be affected by the factors described in Exhibit 99 to this Form 10-K/A-1 under the caption "Cautionary Statement Relevant to Forward-Looking Statements."


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. New product introductions the past few years have emphasized a variety of branded turkey products produced and sold under the Jennie-O label, the fast growing ethnic food market with Chi-Chi's and Herdez lines of Mexican foods, House of Tsang oriental sauces and food products, Mediterranean food products under the Marrakesh Express and Peloponnese labels, and the addition of Carrapelli Olive Oil.

    The Company's larger subsidiaries include Jennie-O Foods, Inc., and Hormel Foods International Corporation.

    Jennie-O markets turkey products nationwide through its own sales force and brokers providing the Company with a significant presence in this important category of the industry.

1


    Internationally the Company markets its products through Hormel Foods International Corporation. Hormel Foods International has a presence in the international marketplace through joint ventures and placement of personnel in strategic foreign locations such as China and Spain. Minority investments in food companies in Spain and the Philippines have resulted in an increased Hormel presence in those areas.

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

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

(b) Financial Information about Reporting Segments

    The Company's business is reported in four segments: Refrigerated Foods, Grocery Products, Jennie-O and All Other. The contributions of each segment to net sales to unaffiliated customers and operating profit, and the identifiable assets for each segment are reported in the Segment portion of Footnote J to the Consolidated Financial Statements and in the Management's Discussions and Analysis of the Annual Stockholder's Report for the year ended October 28, 2000, incorporated herein by reference.

(c) Description of Business (In Thousands of Dollars)

    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 are as follows:

 
  Year Ended
 
 
  October 28, 2000
  October 30, 1999
  October 31, 1998
 
Perishable meat   51.9 % 49.9 % 50.8 %
Nonperishable meat   27.2   29.4   28.4  
Poultry   17.5   18.6   18.3  
Other   3.4   2.1   2.5  
   
 
 
 
  Total   100.0 % 100.0 % 100.0 %

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

    Perishable meat includes products such as fresh meats, sausages, hams, wieners and bacon. Nonperishable meat includes canned luncheon meats, shelf stable microwaveable entrees, stews, chilies, hash, meat spreads, frozen processed products and other items that do not require refrigeration. Poultry consists primarily of the turkey products sold by Jennie-O and Other includes items such as industrial gelatin products, food manufacturing equipment, casings and related food packaging items, and other non-food items.

    There are numerous trademarks and patents which are important to the Company's business. 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 trademarks and patents. Some of the more significant trademarks owned or licensed are:

2


HORMEL, ALWAYS TENDER, AMERICAN CLASSICS, BLACK LABEL, CHI-CHI'S, CURE 81, CUREMASTER, 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, OLD SMOKEHOUSE, PATAK'S, PELOPONNESE, PILLOW PACK, QUICK MEAL, RANGE BRAND, ROSA GRANDE, SANDWICH MAKER, SPAM, STAGG, THICK & EASY, and WRANGLERS. The Company holds 5 foreign and 32 U. S. patents.

    The Company for the past several years has been concentrating on processed, consumer branded products 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 live pork 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.

    On October 31, 2000 the Company entered into a $425,000 line of credit which replaced an existing credit line of $20,000. At fiscal year end, the Company had various lines of credit with a maximum available commitment of $37,300 of which $24,000 was unused as of October 28, 2000. A fee is paid for the availability of the credit lines. Long-term debt consists of $87,619 of unsecured medium-term notes of which $23,333 matures on October 15, 2002, and $64,286 matures on October 15, 2006; $40,620 of medium-term unsecured notes, denominated in Euros used to purchase an equity ownership in Campofrio Alimentacion, S.A. (Campofrio), Madrid, Spain; $4,700 in small issue Industrial Revenue Bonds of varying maturities; $2,872 of promissory notes with principal and interest paid annually through 2007 secured by limited partnership interests in the Federal Affordable Housing Program; $20,312 in a medium-term variable rate unsecured note, denominated in Euros, with principal and interest due annually through 2004, used in the Pure Foods-Hormel investment in the Philippines; $11,377 in medium-term notes with variable rates, principal and interest due annually through 2006, secured by various equipment in our China operations; $13,300 in variable rate revolving credit debt; and $3,567 in other long-term debt. The notes denominated in Euros provide a hedge against currency fluctuations in the investment in Campofrio.

    Financial resources and anticipated funds from operations are considered adequate to meet normal operating cash requirements.

    During fiscal year 2000, no customer accounted for more than 7.5% of total company sales. In reviewing segment sales, three customers represent approximately 27% of the Grocery Product's sales, four customers represent approximately 25% of the Refrigerated Foods segment's sales and four customers represent approximately 20% of All Other sales. 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.

    Recognizing the importance of developing, maintaining and protecting its intangible asset base of trademarks, brand and patents, the Company during 1998 moved its research activities and responsibility for its intangible assets into a subsidiary, Hormel Foods LLC. No new product in 2000 required a material investment of Company assets. Research and development expenditures for fiscal 2000, 1999 and 1998, respectively, were $9,592, $9,566 and $9,037. There are 35 professional employees engaged in full-time research, 17 in the area of improving existing products and 18 in developing new products.

    As of October 28, 2000, the Company had over 12,200 active employees.

3


    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, Iowa, Nebraska, Colorado and South Dakota. The cost of this 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 live pork 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 live hogs and severely diminishes the utilization of slaughter facilities and increases 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.

    Products are sold under the Hormel label in all 50 states. Hormel products are sold by approximately 575 Company sales personnel operating in assigned territories coordinated from district sales offices located in most of the larger United States cities and by approximately 460 brokers and distributors. Distribution of products to customers is by common carrier.

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

    Facilities that produce manufactured items are located in Algona, Iowa; Aurora, Illinois; Austin, Minnesota; Beloit, Wisconsin; Fremont, Nebraska; Houston, Texas; Knoxville, Iowa; Oklahoma City, Oklahoma; Osceola, Iowa; Stockton, California; Tucker, Georgia; and Wichita, Kansas. Custom manufacturing for Hormel is performed by several companies including Owatonna Canning Company, Owatonna, Minnesota; Lakeside Packing Company, Plainview, Minnesota; and Pierre Foods of Claremont, North Carolina. Power Logistics, Inc., operates a distribution center for the Company in Osceola, Iowa and will operate a distribution center currently under construction in Dayton, Ohio.

    Jennie-O Foods has turkey raising, slaughter and processing operations at various locations within Minnesota. Jennie-O contracts with turkey growers to supplement the turkeys it raises to meet Company raw material requirements for whole birds and processed turkey products.

    Hormel Foods International Corporation markets the Company's products in international areas including the Philippines, Japan, Mexico, Costa Rica and various European countries. The Company, through Hormel Foods International, has licensed companies to manufacture SPAM luncheon meat overseas on a royalty basis; principally, Tulip International in Denmark. Hormel Foods International owns Hormel FSC, Inc., a foreign sales corporation, which engages in export related activities. Hormel B.V., a Dutch holding company, holds the investment in Pure Foods Hormel, Campofrio and Great Barrier Reef in Australia.

4


(d) Executive Officers of the Registrant

NAME

  AGE
  CURRENT OFFICE AND PREVIOUS
FIVE YEARS EXPERIENCE

  DATES
  YEAR
FIRST
ELECTED
OFFICER

Joel W. Johnson   57   Chairman of the Board, President and Chief Executive Officer   12/08/95 to Present   1991
        President And Chief Executive Officer   10/01/93 to 12/07/95    

Gary J. Ray

 

54

 

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

 

54

 

Group Vice President Prepared Foods

 

12/02/96 to Present

 

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

David N. Dickson

 

57

 

Group Vice President International and Corporate Development

 

10/31/94 to Present

 

1989

Michael J. McCoy

 

53

 

Senior Vice President and Chief Financial Officer

 

05/01/00 to Present

 

1996
        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    
        Assistant Treasurer   11/21/94 to 12/31/95    

Steven G. Binder

 

43

 

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    

Ronald W. Fielding

 

47

 

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    
        Meat Products Regional Sales Manager   01/24/94 to 06/04/95    

James A. Jorgenson

 

56

 

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

 

61

 

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    

Richard A. Bross

 

49

 

Vice President Hormel/President Hormel Foods International Corporation

 

11/01/99 to Present

 

1995
        Vice President Grocery Products   01/30/95 to 10/31/99    
        General Manager Grocery Products   01/03/94 to 01/29/95    

Thomas R. Day

 

42

 

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    

Forrest D. Dryden

 

57

 

Vice President Research and Development

 

01/26/87 to Present

 

1987

Jeffrey M. Ettinger

 

42

 

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

 

01/31/00 to Present

 

1998
        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    
        Senior Attorney   01/04/93 to 04/09/95    

5



Daniel A. Hartzog

 

49

 

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    

Dennis B. Goettsch

 

47

 

Vice President Foodservice Marketing

 

10/30/00 to Present

 

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

V. Allan Krejci

 

58

 

Vice President Public Relations

 

11/01/99 to Present

 

1999
        Director Public Relations   05/30/93 to 10/31/99    

Kurt F. Mueller

 

44

 

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    
        Director Retail Marketing Dubuque Foods Incorporated   01/07/91 to 03/05/95    

Gary C. Paxton

 

55

 

Vice President Prepared Foods Operations

 

11/01/99 to Present

 

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

Larry J. Pfeil

 

51

 

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

 

46

 

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

 

45

 

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

 

43

 

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    
        Beloit Plant Manager   03/20/95 to 12/24/95    
        Manager Industrial Engineering Austin Plant   02/10/92 to 03/19/95    

Joe C. Swedberg

 

45

 

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

 

37

 

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    
        Senior Product Manager Grocery Products   03/08/93 to 04/09/95    

Thomas J. Leake

 

55

 

Corporate Secretary and Senior Attorney

 

01/29/90 to Present

 

1990

Jody H. Feragen

 

44

 

Treasurer

 

10/30/00 to present

 

2000

6


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

No family relationship exists among the executive officers.

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


Item 2. PROPERTIES

Location

  Approximate
Floor Space
(Square Feet)
Unless Noted

  Owned or
Leased

  Expiration
Date

Hormel Foods Corporation            
  Slaughtering and Processing Plants            
    Austin, Minnesota            
      Slaughter   217,000   Owned    
      Processing   1,069,000   Owned    
    Fremont, Nebraska   654,000   Owned    
    Rochelle, Illinois   434,000   Owned    
  Processing Plants            
    Algona, Iowa   152,000   Owned    
    Austin, Minnesota—Annex   83,000   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—Plant   334,000   Owned    
    Osceola, Iowa—Dist.Center   233,000   Owned    
    Stockton, California   139,000   Owned    
    Tucker, Georgia   259,000   Owned    
    Wichita, Kansas   75,000   Owned    
    Aurora, Illinois   71,000   Owned    
    Aurora, Illinois   70,000   Owned    
 
Research and Development Center

 

 

 

 

 

 
      Austin, Minnesota   59,000   Owned    
 
Corporate Offices

 

 

 

 

 

 
      Austin, Minnesota   196,000   Owned    

Dan's Prize, Inc.

 

 

 

 

 

 
      Long Prairie, Minn.—Plant   77,840   Owned    
      Browerville, Minn.—Plant   52,400   Owned    

Jennie-O Foods, Inc.

 

 

 

 

 

 
      Willmar, Minnesota—Airport Plant   333,000   Owned    
      Willmar, Minnesota—Benson Ave. Plant   79,000   Owned    
      Melrose, Minnesota—Plant   119,000   Owned    
      Turkey Farms—Acres   9,985   Owned    
      Henning, Minnesota—Feed Mill   5,200   Owned    
      Atwater, Minnesota—Feed Mill   18,800   Owned    
      Montevideo, Minnesota   83,000   Owned    
      Pelican Rapids, Minnesota—West Central Turkeys Plant   223,049   Owned    

7


      Marshall, Minnesota—Heartland Foods Plant   142,000   Owned    
      Golden Valley, Minnesota—Creative Foods Plant   23,400   Owned    
      Swanville, Minnesota—Feed Mill   29,296   Owned    
      Perham, Minnesota—Feed Mill   25,642   Owned    

Vista International Packaging, Inc.

 

 

 

 

 

 
      Kenosha, Wisconsin—Plant   60,940   Owned    

Algona Food Equipment Company (AFECO)

 

 

 

 

 

 
      Algona, Iowa—Plant   45,000   Owned    

Mountain Prairie LLC

 

 

 

 

 

 
      Colorado Hog Confinement Buildings   138,624   66.7% Owned    

China Joint Ventures

 

 

 

 

 

 
      Bejing Hormel Foods Co. Ltd. Plant   56,883   50.1% Owned    
      Shanghai Hormel Foods Co. Ltd. Plant   58,521   55.0% Owned    

    The Company has renovation or building projects in progress at Austin, Minnesota; Fremont, Nebraska; Rochelle, Illinois; Dayton, Ohio; and at various Jennie-O 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 2000 fiscal year.

8



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 2000 and 1999, respectively, are shown below:

2000

  High
  Low
  Dividend
Fourth Quarter   16.8750   15.1875   $.0875
Third Quarter   19.6875   15.0000   $.0875
Second Quarter   19.4063   14.1250   $.0875
First Quarter   22.2813   19.2500   $.0875
1999

  High
  Low
  Dividend
Fourth Quarter   22.6250   19.1250   $.0825
Third Quarter   20.2188   18.3750   $.0825
Second Quarter   19.0000   17.1563   $.0825
First Quarter   17.7500   14.7813   $.0825

    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 pages cover 2 and 33 of the Annual Stockholders' Report for the year ended October 28, 2000, 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 ten years ended October 28, 2000, on pages 20 and 21 of the Annual Stockholders' Report for the year ended October 28, 2000, is incorporated herein by reference.


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

    Management's Discussion and Analysis of Financial Condition and Results of Operations on pages 17 through 19 of the Annual Stockholders' Report for the year ended October 28, 2000, is incorporated herein by reference.


Item 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    Information on the Company's exposure to market risk is included in the Management's Discussion and Analysis of Financial Condition and Results of Operations on page 19 of the Annual Stockholders' Report for the year ended October 28, 2000, is incorporated herein by reference.


Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    Consolidated Financial Statements, including unaudited quarterly data, on pages 22 through 32 and the Report of Independent Auditors on page 32 of the Annual Stockholders' Report for the year ended October 28, 2000, is incorporated herein by reference.


Item 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

    None.

9



PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS

NAME

  AGE
  PRINCIPAL OCCUPATION,
FIVE YEAR BUSINESS EXPERIENCE,
AND DIRECTORSHIPS

  YEAR FIRST
BECAME A
DIRECTOR

JOHN W. ALLEN, Ph.D.   70   Professor and Director of the Food Industry Alliance, Michigan State University Faculty Member since 1969. Member of the Board of Directors of Alliance Associates, Inc., Coldwater, Michigan.   1989

JOHN R. BLOCK

 

65

 

President since 1986 and Chief Executive Officer since 2000 of Food Distributors International, a trade association representing the wholesale grocery and foodservice distribution industry in the U.S., Canada and overseas; Farming Partnership with son since 1961; Former Secretary of the U.S. Department of Agriculture 1981-1986. Mr. Block is a member of the Board of Directors of Deere & Company, Moline, Illinois, and Archer-Daniels-Midland Company, Decatur, Illinois.

 

1997

ERIC A. BROWN

 

54

 

Group Vice President Prepared Foods since 1997; Senior Vice President Meat Products 1993 to 1997. Member of the Executive Committee of the Board of Directors.

 

1997

WILLIAM S. DAVILA

 

69

 

President Emeritus since 1992 of The Vons Companies, Inc., one of the largest supermarket chains in Southern California. Member of the Board of Directors of Pacific Gas and Electric, San Francisco, California, and Home Depot in Atlanta, Georgia.

 

1993

DAVID N. DICKSON

 

57

 

Group Vice President, International and Corporate Development since 1990. Member of the Executive Committee of the Board of Directors.

 

1990

E. PETER GILLETTE, JR.

 

66

 

Retired President, Piper Trust Company since 1998; President, Piper Trust Company from 1995 to 1998; Commissioner of Minnesota's Department of Trade and Economic Development from 1991 to 1995; Former Vice Chairman, Norwest Corporation.

 

1996

10



LUELLA G. GOLDBERG

 

63

 

Trustee, University of Minnesota Foundation and Chair, Board of Trustees from 1996 to 1998; Life Director, Minnesota Orchestral Association; Trustee and Chair Emerita, Wellesley College; Chair, Board of Trustees, Wellesley College, from 1985 to 1993; Acting President, Wellesley College, July 1, 1993 to October 1, 1993; Member of the Board of Directors of NRG Energy, Inc., an energy services provider and TCF Financial Corporation, a financial services company, both of Minneapolis, Minnesota; Member of the Board of Directors of Communications Systems, Inc., a cable communications company of Hector, Minnesota.

 

1993

JOEL W. JOHNSON

 

57

 

Chairman, President and Chief Executive Officer since 1995; President and Chief Executive Officer, 1993 to 1995. Member of the Executive Committee of the Board of Directors, member of the Board of Directors of Meredith Corporation, Des Moines, Iowa, Ecolab Inc., St. Paul, Minnesota, and U.S. Bancorp, Minneapolis, Minnesota

 

1991

JOSEPH T. MALLOF

 

49

 

President, Asia-Pacific since 1999 for S.C. Johnson & Son, Inc., a global supplier of household products; President, Americas and South Asia, S.C. Johnson & Son, Inc. 1998 to 1999; President, North American Consumer Products, S.C. Johnson & Son, Inc. 1995 to 1997; Vice President and General Manager, Laundry and Paper Products, Japan, Procter & Gamble, Inc., a consumer goods company, from 1991 to 1995.

 

1997

MICHAEL J. McCOY

 

53

 

Senior Vice President and Chief Financial Officer since 2000; Vice President and Controller 1998 to 2000; Vice President and Treasurer 1997 to 1998; Treasurer 1996 to 1997; Assistant Treasurer 1994 to 1996. Member of the Executive Committee of the Board of Directors.

 

2000

11



DAKOTA A. PIPPINS

 

52

 

Director of Urban Think Tank and Director of Planning, Vigilante Division of Leo Burnett, USA, an international advertising agency, since 1998; Adjunct Assistant Professor at New York University; Senior Vice President, Chisholm-Mingo Group from 1997 to 1998; Co-Founder and Chief Executive Officer, SCDN Inc. and D.R.U.M. Inc. from 1995 to 1996; Director, New York University Management Institute from 1990 to 1995.

 

N/A

GARY J. RAY

 

54

 

Executive Vice President Refrigerated Foods since 1999; Executive Vice President Operations from 1992 to 1999. Member of the Executive Committee of the Board of Directors.

 

1990

JOHN G. TURNER

 

61

 

Vice Chairman since September 2000 of ING Americas, a financial services organization offering insurance and investment products; Chairman and CEO of ReliaStar Financial Corp., a financial services organization offering insurance and investment products, from 1993 to 2000. Member of the Board of Directors of Shopko Stores, Green Bay, Wisconsin, a discount retail chain.

 

2000

ROBERT R. WALLER, MD

 

63

 

President Emeritus, Mayo Foundation since 1999; Professor of Ophthalmology, Mayo Medical School; President and Chief Executive Officer, Mayo Foundation 1988 to 1998; Executive Committee Chair, Board of Trustees, Mayo Foundation 1988 to 1998; Chair, Mayo Foundation for Medical Education and Research 1988 to 1998.

 

1993

No family relationship exists between any of the nominees for director of the Company.

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


Item 11. EXECUTIVE COMPENSATION

    Information for the year ended October 28, 2000, under "Executive Compensation" on pages 8 through 14 and "Compensation of Directors" on page 5 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 30, 2001, 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 28, 2000, as set forth on pages 7 and 8 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 30, 2001, is incorporated herein by reference.

12



Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    Information under "Other Information Relating to Directors, Nominees, and Executive Officers" for the year ended October 28, 2000, as set forth on page 16 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 30, 2001, 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.

 

 

(b)

 

No Form 8-K's were filed in the fourth quarter. A Form 8-K was filed shortly after the end of the fiscal year reporting that on October 31, 2000 Hormel Foods Corporation entered into an unsecured 364 day revolving credit facility in the amount of $425,000,000. The credit facility will be used for commercial paper backup and general corporate purposes excluding financing for any acquisition not approved by the board of directors of the target company.

 

 

(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.

13



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   


 


November 28, 2001

 



 

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

 

Date

    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 date indicated:


/s/ 
JOEL W. JOHNSON   
Joel W. Johnson

November 28, 2001

Date

 

Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer)


/s/ 
MICHAEL J. McCOY   
Michael J. McCoy


November 28, 2001

Date


 


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

/s/ 
GARY J. RAY   
Gary J. Ray

November 28, 2001

Date

 

Executive Vice President, Refrigerated Foods and Director

/s/ 
ERIC A. BROWN   
Eric A. Brown

November 28, 2001

Date

 

Group Vice President, Prepared Foods and Director

/s/ 
JOHN W. ALLEN   
John W. Allen

November 28, 2001

Date

 

Director

/s/ 
WILLIAM S. DAVILA   
William S. Davila

November 28, 2001

Date

 

Director

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

November 28, 2001

Date

 

Director

/s/ 
LUELLA G. GOLDBERG   
Luella G. Goldberg

November 28, 2001

Date

 

Director

14



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

November 28, 2001

Date

 

Director

15


ANNUAL REPORT ON FORM 10-K/A-1

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 28, 2000
HORMEL FOODS CORPORATION
Austin, Minnesota

Item 14(a) (1), (2) and (3) and Item 14 (c) and (d)

LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

HORMEL FOODS CORPORATION

October 28, 2000

    The following consolidated financial statements of Hormel Foods Corporation included in the Annual Report of the Registrant to its stockholders for the year ended October 28, 2000, are incorporated herein by reference in Item 8 of Part II of this report:

Consolidated Statements of Financial Position—October 28, 2000 and October 30, 1999.

Consolidated Statements of Operations—Years Ended October 28, 2000, October 30, 1999 and October 31, 1998.

Consolidated Statements of Changes in Shareholders' Investment—Years Ended October 28, 2000, October 30, 1999, and October 31, 1998.

Consolidated Statements of Cash Flows—Years Ended October 28, 2000, October 30, 1999 and October 31, 1998.

Notes to Financial Statements—October 28, 2000.

Report of Independent Auditors

    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.

16



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 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
 
Fiscal year ended October 31, 1998

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Allowance for doubtful accounts receivable   $ 1,273   $ 691   $ 0   $
$
729
(38)
(1)
(2)
$ 1,273

Note (1)—Uncollectible accounts written off.

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

17



LIST OF EXHIBITS

HORMEL FOODS CORPORATION

Number
 
  Description of Document
**(3) A-1   Certification of Incorporation as amended to date.
*(3) B-1   By-laws as amended to date. (Filed as Exhibit 3 B-1 to Annual Report on Form 10K for fiscal year ended October 25, 1997, Commission File No. 1-2402)
(4)     Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, copies of instruments defining the rights of holders of long-term debt are not filed. The Company agrees to furnish a copy thereof to the Securities and Exchange Commission upon request.
(9)     None.
(10)     None.
(12)     None.
**(13)     Cover 2 and pages 17 through 33 of the Annual Report to Stockholders for fiscal year ended October 28, 2000.
(18)     None.
(19)     None.
(22)     None.
**(23)     Consent of Independent Auditors.
(24)     None.
(25)     None.
**(99)     Exhibit 99-Cautionary Statement Relevant to Forward-Looking Statements and Information for the Purpose of "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995.
**(99.1)     Proxy Statement for the Annual Meeting of Stockholders to be held January 30, 2001.

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

**
These Exhibits transmitted via EDGAR.

18




QuickLinks

Introductory Note
PART I
PART II
PART III
DIRECTORS
PART IV
SIGNATURES
FINANCIAL STATEMENTS AND SCHEDULES OMITTED
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES HORMEL FINANCIAL SERVICES CORPORATION (Dollars in Thousands)
LIST OF EXHIBITS HORMEL FOODS CORPORATION