ANNUAL REPORT ON FORM 10-K

HORMEL FOODS CORPORATION

OCTOBER 29, 2006

 

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 29, 2006      Commission File No. 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

(Title of Class)

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer x   Accelerated filer o   Non-accelerated filer  o

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

The aggregate worldwide market value of the voting and non-voting common stock held by non-affiliates of the registrant as of April 30, 2006, (the last business day of the registrant’s most recently completed second fiscal quarter), was $2,435,145,247 based on the closing price of $33.56 per share on that date.

As of December 31, 2006, the number of shares outstanding of each of the registrant’s classes of common stock was as follows:

Common Stock, $.0586 Par Value – 137,710,365 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 29, 2006, 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 30, 2007, are incorporated by reference into Part III, Items 10-14.

HORMEL FOODS CORPORATION

TABLE OF CONTENTS

PART I
		Item 1.		BUSINESS		3
		Item 1A.		RISK FACTORS		8
		Item 1B.		UNRESOLVED STAFF COMMENTS		8
		Item 2.		PROPERTIES		9
		Item 3.		LEGAL PROCEEDINGS		11
		Item 4.		SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		11
PART II
		Item 5.		MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		12
		Item 6.		SELECTED FINANCIAL DATA		12
		Item 7.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION		12
		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		13
		Item 9A.		CONTROLS AND PROCEDURES		13
		Item 9B.		OTHER INFORMATION		13
PART III
		Item 10.		DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT		14
		Item 11.		EXECUTIVE COMPENSATION		14
		Item 12.		SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		14
		Item 13.		CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		14
		Item 14.		PRINCIPAL ACCOUNTANT FEES AND SERVICES		14
PART IV
		Item 15.		EXHIBITS AND FINANCIAL STATEMENT SCHEDULES		14
SIGNATURES						15

 

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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 George A. Hormel & Company.  The Company started as a processor of meat and food products and continues in this line of business.  The Company name was changed to Hormel Foods Corporation on January 31, 1995.  The Company is primarily engaged in the production of a variety of meat and food products and the marketing of those products throughout the United States and internationally.  Although pork and turkey remain the major raw materials for Hormel products, the Company has emphasized for several years the manufacture 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 the completion of numerous strategic acquisitions.

In March of fiscal 2006, the Company acquired privately held Valley Fresh, Inc. (Valley Fresh) of Turlock, California.  Valley Fresh has the leading market share in the canned ready-to-eat chicken category and distributes more than 50 convenient precooked chicken products on a national basis, primarily under the Valley Fresh brand.

In November of 2006, subsequent to the end of the 2006 fiscal year, the Company acquired the assets of Saag’s Products, Inc. (Saag’s).  Saag’s is based in San Leandro, California, and is a processor and marketer of branded, premium quality gourmet sausages and specialty smoked meats.

In December of 2006, also subsequent to the end of the 2006 fiscal year, the Company completed the acquisition of Provena Foods Inc. (Provena).  Provena was a publicly traded company based in Chino, California, which provides pepperoni and pasta to pizza makers and packaged food manufacturers.

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

The Company had no significant change in the type of products produced or services rendered, or in the markets or methods of distribution since the beginning of the 2006 fiscal year.

(b)  Industry Segment

The Company’s business is reported in five segments: Grocery Products, Refrigerated Foods, Jennie-O Turkey Store (JOTS), Specialty Foods, and All Other.  Net sales to unaffiliated customers and operating profit, and the presentation of certain other financial information by segment, are reported in Note K 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 year ended October 29, 2006, incorporated herein by reference.

(c)  Description of Business

Products and Distribution

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

		Year Ended
		October 29, 2006		October 30, 2005		October 30, 2004
Perishable meat		53.8	%	54.0	%	50.7	%
Poultry		19.7		20.1		22.0
Shelf-stable		17.1		16.3		16.9
Other		9.4		9.6		10.4
		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, sausages, hams, wieners, and bacon (excluding JOTS products.)  The Poultry category is composed primarily of JOTS products.  Shelf-stable includes canned luncheon meats, shelf-stable microwaveable entrees, stews, chilies, hash, meat spreads, flour and corn tortillas, salsas, tortilla chips, and other items that do not require refrigeration.  The Other category primarily consists of nutritional food products and supplements, sugar and sugar substitutes, creamers, salt and pepper products, sauces and salad dressings, dessert and drink mixes, and industrial gelatin products.

In fiscal 2005, the Company began test marketing Hormel Natural Choice sliced lunchmeats, which use high-pressure processing technology.  Due to successful test market results, this line was rolled out on a national basis during fiscal 2006.  Natural Choice deli hams, roast beef, and turkey were also introduced during the year.  No other new products in fiscal 2006 required a material investment of the Company assets.

Domestically, the Company sells its products in all 50 states.  Hormel products are sold through Company sales personnel, operating in assigned territories coordinated from sales offices located in most of the larger U.S. cities, as well as independent brokers and distributors.  Dedicated sales teams also serve major retail customers and coordinate sales of both Grocery Products and Refrigerated Foods products.  As of October 29, 2006, the Company had approximately 575 sales personnel engaged in selling its products.  Distribution of products to customers is primarily by common carrier.

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

Raw Materials

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

The majority of the hogs harvested by the Company are purchased under supply contracts from producers located principally in California, Colorado, Idaho, Illinois, Iowa, Kansas, Minnesota, Nebraska, Oklahoma, South Dakota, Texas, Utah, Wisconsin, and Canada.  The cost of hogs and the utilization of the Company’s facilities are affected by both the level and the methods of pork production in the United States.  The movement toward year-round confinement operations which operate under supply agreements with processors has resulted in fewer hogs being available on the spot cash market, which decreases the supply of hogs on the open market.  The Company, along with others in the industry, uses supply contracts to manage the effects of this trend and to ensure a stable supply of raw materials.  The Company has been actively converting its contracts to market-based formulas to better match input costs with customer pricing, and all contract costs are fully reflected in the Company’s reported financial results.  In fiscal 2006, the Company purchased 81 percent of its hogs under supply contracts.  The Farmer John operation also procures a portion of its hogs through farms which the Company either owns or operates in Arizona, California, and Wyoming.

In fiscal 2006, JOTS raised approximately 57 percent of the turkeys needed to meet its raw material requirements for whole bird and processed turkey products.  Turkeys not sourced within the Company are contracted with independent turkey growers.  JOTS’ turkey-raising farms are located throughout Minnesota and Wisconsin.  Production costs in raising turkeys are primarily subject to fluctuations in feed grain prices and, to a lesser extent, fuel costs.  To manage this risk, the Company periodically hedges its anticipated purchases of grain using futures contracts.

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Manufacturing

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

Facilities that produce and distribute manufactured items are located in Albert Lea, Minnesota; Algona, Iowa; Alma, Kansas; Aurora, Illinois; Austin, Minnesota; Beloit, Wisconsin; Bondurant, Iowa; Bremen, Georgia; Browerville, Minnesota; Chino, California; Ft. Dodge, Iowa; Fremont, Nebraska; Knoxville, Iowa; Lathrop, California; Long Prairie, Minnesota; Mitchellville, Iowa; New Berlin, Wisconsin; Osceola, Iowa; Perrysburg, Ohio; Quakertown, Pennsylvania; Rochelle, Illinois; San Leandro, California; Savannah, Georgia; Sparta, Wisconsin; St. Paul, Minnesota; Stockton, California; Tucker, Georgia; Turlock, California; Vernon, California; Visalia, California; Wichita, Kansas; Beijing, China; and Shanghai, China.  Albert Lea Select Foods, Inc. of Dallas, Texas, operates the processing facility at Albert Lea under a custom manufacturing agreement.  The Company’s Houston, Texas facility was closed during fiscal 2006.  Company products are also custom manufactured by several other companies.  The following are the Company’s larger custom manufacturers: Steuben Foods, Jamaica, New York; Lakeside Packing Company, Manitowoc, Wisconsin; Schroeder Milk, Maplewood, Minnesota; Reichel Foods, Rochester, Minnesota; Power Packaging, St. Charles, Illinois; and Tony Downs, St. James, Minnesota.  Power Logistics, Inc., based in St. Charles, Illinois, operates distribution centers for the Company in Dayton, Ohio, and Osceola, Iowa.

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

Patents and Trademarks

There are numerous patents and trademarks that are important to the Company’s business.  The Company holds 6 foreign and 50 U.S. issued patents.  Some of the trademarks are registered and some are not.  Some of the more significant owned or licensed trademarks used in the Company’s segments are:

HORMEL, ALWAYS TENDER, AUSTIN BLUES, BLACK LABEL, BREAD READY, CAFÉ H, CALIFORNIA NATURAL, CARAPELLI, CHI-CHI’S, CURE 81, CUREMASTER, DAN’S PRIZE, DI LUSSO, DINTY MOORE, DODGER DOGS, DUBUQUE, EL TORITO, FARMER JOHN, GRINGO PETE’S, FAST ‘N EASY, HERB-OX, HERDEZ, HOMELAND, HOUSE OF TSANG, JENNIE-O TURKEY STORE, KID’S KITCHEN, LAYOUT, LITTLE SIZZLERS, LLOYD’S, MANNY’S, MARRAKESH EXPRESS, MARY KITCHEN, MEXICAN ACCENT, NATURAL CHOICE, OLD SMOKEHOUSE, PATAK’S, PELOPONNESE, PILLOW PACK, RANGE BRAND, ROSA, SAAG’S, SANDWICH MAKER, SPAM, STAGG, SWEET THING, THICK & EASY, VALLEY FRESH, and WRANGLERS.

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

Customers and Backlog Orders

During fiscal year 2006, 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: 49 percent of Grocery Products, 38 percent of Refrigerated Foods, 35 percent of JOTS, 35 percent of Specialty Foods, and 19 percent of All Other.  The loss of one or more of the top customers in any of these segments could have a material adverse effect on the results of such segment.  Backlog orders are not significant due to the perishable nature of a large portion of the products.  Orders are accepted and shipped on a current basis.

Competition

The production and sale of meat and food products in the United States and internationally are highly competitive.  The Company competes with manufacturers of pork and turkey products, as well as national and regional producers of other meat and protein sources, such as beef, chicken, and fish.  The Company believes that its largest domestic competitors for its Refrigerated Foods segment in 2006 were Tyson Foods, Smithfield Foods, and ConAgra Foods; for its Grocery Products segment, ConAgra Foods, Pinnacle Foods, and Campbell Soup Co.; and for JOTS, Cargill, Inc. and Butterball, LLC.

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

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

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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 2006, 2005, and 2004, were approximately $18,631,000, $17,585,000, and $15,944,000, respectively.  There are 55 professional employees engaged in full time research, 26 in the area of improving existing products and 29 in developing new products.

Employees

As of October 29, 2006, the Company had approximately 18,100 active employees.

(d)  Geographic Areas

Total revenues attributed to the U.S. and all foreign countries in total for the last three fiscal years of the Company are as follows (in thousands):

		Year Ended
		October 29, 2006			October 30, 2005			October 30, 2004
United States		$	5,528,197		$	5,189,206		$	4,565,134
Foreign		217,284			224,791			214,741
		$	5,745,481		$	5,413,997		$	4,779,875

 

Revenues from external customers are classified as domestic or foreign based on the final customer destination.  No individual foreign country is material to the consolidated results.  Additionally, the Company’s long-lived assets located in foreign countries are not significant.

(e)  Available Information

The Company makes available, free of charge on its Web site at www.hormel.com, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934.  These reports are accessible under the “Investor” caption of the Company’s 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 Company has adopted a Code of Ethical Business Conduct that covers all employees, officers, and directors, which is available on the Company’s Web site, free of charge, under the caption “Corporate.”  The Company also adopted Corporate Governance Guidelines, which are available on the Company’s Web site, free of charge, under the caption “Investor.”

The Company’s Board of Directors conducts its business through meetings of the Board and the following standing committees:  Audit, Compensation, Contingency, Governance, Pension Investment, and Executive.  Each of the Audit, Compensation, Governance, Pension Investment, and Executive Committees has adopted and operates under a written charter.  Charters for the Audit, Compensation, and Governance Committees are available on the Company’s Web site, free of charge, under the caption “Investor – Corporate Governance.”

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

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(f)  Executive Officers of the Registrant

 

7

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NAME		AGE		CURRENT OFFICE AND PREVIOUS FIVE YEARS EXPERIENCE		DATES		YEAR FIRST ELECTED OFFICER
Roland G. Gentzler		52		Vice President (Finance) and Treasurer		01/01/07 to Present		2007
				Assistant Controller and Director of Finance (Refrigerated Foods)		05/01/00 to 12/31/06
Dennis B. Goettsch		53		Vice President (Foodservice Marketing)		10/30/00 to Present		2000
Daniel A. Hartzog		55		Vice President (Consumer Products Sales)		07/26/04 to Present		2000
				Vice President (Meat Products Sales)		10/30/00 to 07/25/04
David P. Juhlke		47		Vice President (Human Resources)		10/31/05 to Present		2005
				Vice President (Human Resources/ Administration) – Jennie-O Turkey Store		04/30/01 to 10/30/05
Kurt F. Mueller		50		Vice President (Consumer Products Sales)		07/26/04 to Present		1999
				Vice President (Fresh Pork Sales and Marketing)		11/01/99 to 07/25/04
Larry J. Pfeil		57		Vice President (Engineering)		11/01/99 to Present		1999
Russell C. Potter		58		Vice President (Grocery Products Production)		09/18/06 to Present		2006
				Director (Grocery Products Production)		05/02/94 to 09/17/06
Douglas R. Reetz		52		Vice President (Consumer Products Sales)		07/26/04 to Present		1999
				Vice President (Grocery Products Sales)		11/01/99 to 07/25/04
Bruce R. Schweitzer		55		Vice President (Refrigerated Foods Operations)		10/31/05 to Present		2005
				Plant Manager (Austin)		07/19/04 to 10/30/05
				Plant Manager (Fremont)		09/27/99 to 07/18/04
James N. Sheehan		51		Vice President and Controller		05/01/00 to Present		1999
James M. Splinter		44		Vice President (Marketing-Consumer Products- Refrigerated Foods)		06/02/03 to Present		2003
				Senior Vice President (Retail Division) – Jennie-O Turkey Store		04/30/01 to 06/01/03
Joe C. Swedberg		51		Vice President (Legislative Affairs and Marketing Services)		06/02/03 to Present		1999
				Vice President (Meat Products Marketing)		11/01/99 to 06/01/03
Robert A. Tegt		55		Vice President (Specialty Foods Group)		01/01/06 to Present		2005
				Senior Vice President (Foodservice Division) – Jennie-O Turkey Store		04/30/01 to 12/31/05

 

No family relationship exists among the executive officers.

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

Item 1A.  RISK FACTORS

Information on the Company’s risk factors included in the Management’s Discussion and Analysis of Financial Condition and Results of Operations on pages 34 through 36 of the Annual Stockholders’ Report for the year ended October 29, 2006, is incorporated herein by reference.

Item 1B.  UNRESOLVED STAFF COMMENTS

None.

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Item 2.  PROPERTIES

Location		Approximate Area (Square Feet, Unless Noted)		Owned or Leased		Lease Expiration Date
Hormel Foods Corporation
Harvest and Processing Plants
Austin, Minnesota		1,292,000		Owned
Fremont, Nebraska		670,000		Owned
Processing Plants
Albert Lea, Minnesota		72,000		Owned
Algona, Iowa		153,000		Owned
Alma, Kansas		70,000		Owned
Aurora, Illinois		141,000		Owned
Chino, California		88,000		Leased		April 2015
Beloit, Wisconsin		339,000		Owned
Ft. Dodge, Iowa		17,000		Owned
Houston, Texas		93,000		Owned
Knoxville, Iowa		130,000		Owned
Lathrop, California		85,000		Owned
New Berlin, Wisconsin		84,000		Leased		September 2007 and February 2012
Osceola, Iowa		365,000		Owned
Rochelle, Illinois		459,000		Owned
Sparta, Wisconsin		385,000		Owned
St. Paul, Minnesota		57,000		Owned
Stockton, California		139,000		Owned
Tucker, Georgia		259,000		Owned
Turlock, California		153,000		Owned
Wichita, Kansas		80,000		Owned
Warehouse/Distribution Centers
Austin, Minnesota – Annex		83,000		Owned
Osceola, Iowa		233,000		Owned
Stockton, California		232,000		Leased		July 2007
Tucker, Georgia		96,000		Leased		September 2009
Research and Development Center
Austin, Minnesota		79,000		Owned
Corporate Offices
Austin, Minnesota		223,000		Owned
Hormel Foods Sales, LLC
Warehouse/Distribution Centers
Dayton, Ohio		140,000		Owned
Eldridge, Iowa		280,000		Leased		September 2015
Dan’s Prize, Inc.
Processing Plants
Browerville, Minnesota		52,000		Owned
Long Prairie, Minnesota		80,000		Owned
Jennie-O Turkey Store, Inc.
Harvest and Processing Plants
Barron, Wisconsin		372,000		Owned
Faribault, Minnesota		170,000		Owned
Melrose, Minnesota		127,000		Owned
Montevideo, Minnesota		85,000		Owned
Pelican Rapids, Minnesota		224,000		Owned
Willmar, Minnesota		424,000		Owned

 

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Location		Approximate Area (Square Feet, Unless Noted)		Owned or Leased		Lease Expiration Date
Jennie-O Turkey Store, Inc. (continued)
Feed Mills
Atwater, Minnesota		19,000		Owned
Barron, Wisconsin		26,000		Owned
Dawson, Minnesota		37,000		Owned
Faribault, Minnesota		23,000		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		31,000		Owned
Henning, Minnesota – Hatchery		22,000		Owned
Melrose, Minnesota – Warehouse		9,000		Owned
Turkey Farms		*14,700		Owned
Willmar, Minnesota – Warehouses		25,000		Owned
Mountain Prairie, LLC
Las Animas, Colorado – Hog Confinement Buildings		283,000		Owned
		424,000		Leased		Various: March 2008 - December 2008
Beijing Hormel Foods Co. Ltd.
Beijing, China – Harvest and Processing Plant		94,000		80.0% Owned
Shanghai Hormel Foods Co. Ltd.
Shanghai, China – Processing Plant		38,000		80.7% Owned
Diamond Crystal Brands, Inc.
Processing Plants
Bremen, Georgia		156,000		Owned
Mitchellville, Iowa		81,000		Owned
Perrysburg, Ohio		183,000		Owned
Quakertown, Pennsylvania		10,000		Owned
Savannah, Georgia		353,000		Owned
Visalia, California		107,000		Owned
Warehouse/Distribution Center
Bondurant, Iowa		99,000		Owned
Clougherty Packing, LLC
Harvest and Processing Plants
Vernon, California		750,000		Owned
		113,000		Leased		March 2014
Hog Confinement Buildings
Snowflake, Arizona		1,283,000		Owned
Albin, Wyoming		332,000		Owned
Pine Bluffs, Wyoming		64,000		Owned
Administrative Offices
Vernon, California		15,000		Leased		December 2008

 

*Acres

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Location		Approximate Area (Square Feet, Unless Noted)		Owned or Leased		Lease Expiration Date
Saag’s Products, LLC
San Leandro, California – Processing Plant		41,000		Leased		November 2021

 

Many of these properties are not exclusive to any one of the Company’s segments and a few of the properties are utilized in all five segments of the Company.  The Company has renovation or building projects in progress at Rochelle, Illinois, and at various JOTS locations, and has started an expansion of its hog production facilities in Arizona.  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 is a party to various legal proceedings related to the on-going operation of its business.  The resolution of any currently known matters is not expected to have a material effect on the Company’s financial condition, results of operations, or liquidity.

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

No matters were submitted to stockholders during the fourth quarter of the 2006 fiscal year.

11

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 fiscal quarter of 2006 and 2005, respectively, are shown below:

2006		High			Low			Dividend
First Quarter		$	35.43		$	31.46		$	.1400
Second Quarter		36.09			32.59			.1400
Third Quarter		38.34			33.15			.1400
Fourth Quarter		38.41			35.16			.1400

 

2005		High			Low			Dividend
First Quarter		$	32.11		$	27.43		$	.1300
Second Quarter		32.65			29.18			.1300
Third Quarter		33.10			29.16			.1300
Fourth Quarter		33.00			30.06			.1300

 

Additional information about dividends, principal market of trade, and number of stockholders on page 60 of the Annual Stockholders’ Report for the year ended October 29, 2006, 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 2006 are shown below:

Period		Total Number of Shares Purchased		Average Price Paid Per Share			Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs(1)
July 31, 2006 – September 3, 2006		—		—			—		7,234,536
September 4, 2006 – October 1, 2006(2)		661,532		$	36.22		661,532		6,573,004
October 2, 2006 – October 29, 2006		5,735		36.03			5,735		6,567,269
Total		667,267		$	36.22		667,267

 

(1) On October 2, 2002, the Company announced that its Board of Directors had authorized the Company to repurchase up to 10,000,000 shares of common stock with no expiration date.

(2) Includes 295,680 shares purchased from The Hormel Foundation at $36.6867, representing the average closing price for the three days of August 30, August 31, and September 1, 2006.  Settlement took place on September 5, 2006.

Item 6.  SELECTED FINANCIAL DATA

Selected Financial Data for the five years ended October 29, 2006, on page 17 of the Annual Stockholders’ Report for the year ended October 29, 2006, is incorporated herein by reference.

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

Information in the Management’s Discussion and Analysis of Financial Condition and Results of Operations on pages 18 through 37 of the Annual Stockholders’ Report for the year ended October 29, 2006, is incorporated herein by reference.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information on the Company’s exposure to market risk included in the Management’s Discussion and Analysis of Financial Condition and Results of Operations on pages 36 and 37 of the Annual Stockholders’ Report for the year ended October 29, 2006, is incorporated herein by reference.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consolidated Financial Statements, including unaudited quarterly data, on pages 41 through 58 and the Report of Independent Registered Public Accounting Firm on page 40 of the Annual Stockholders’ Report for the year ended October 29, 2006, are incorporated herein by reference.

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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 38 of the Annual Stockholder’s Report for the year ended October 29, 2006, is incorporated herein by reference.

(b)               The report entitled “Report of Independent Registered Public Accounting Firm” on page 39 of the Annual Stockholder’s Report for the year ended October 29, 2006, is incorporated herein by reference.

(c)                During the fourth quarter of fiscal year 2006, 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 AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information under “Item 1 - Election of Directors,” contained on pages 2 through 4 and under “Board of Director and Committee Meetings,” on pages 5 through 7, and the second sentence of the second paragraph under “Audit Committee Report,” contained on page 9 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 30, 2007, is incorporated herein by reference.

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

Information under “Section 16(a) Beneficial Ownership Reporting Compliance,” on page 22 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 30, 2007, 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.hormel.com, free of charge, under the caption, “Corporate.”  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 12 through “Compensation Committee Interlocks and Insider Participation” on page 21, and information under “Compensation of Directors” and “Director Compensation Table – Fiscal Year 2006” on pages 7 and 8 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 30, 2007, is incorporated herein by reference.

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

Information regarding the Company’s equity compensation plans as of October 29, 2006, is shown below:

Plan Category		Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights		Weighted-Average Exercise Price of Outstanding Options and Rights			Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
		(a)		(b)			(c)
Equity compensation plans approved by security holders		8,822,717		$	24.81		10,770,623
Equity compensation plans not approved by security holders		—		—			—
Total		8,822,717		$	24.81		10,770,623

 

Information under “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Management” on pages 10 through 12 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 30, 2007, is incorporated herein by reference.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information under “Related Party Transactions” on page 21 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 30, 2007, is incorporated herein by reference.

Item 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information under “Audit Fees” through “Audit Committee Preapproval Policies and Procedures” on pages 9 and 10 of the Company’s definitive proxy statement for the Annual Meeting of Stockholders to be held January 30, 2007, is incorporated herein by reference.

PART IV

Item 15.  EXHIBITS AND 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		January 12, 2007
		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		1/12/07		Chairman of the Board, President, Chief
JEFFREY M. ETTINGER				Executive Officer, and Director
				(Principal Executive Officer)
/s/ JODY H. FERAGEN		1/12/07		Senior Vice President and Chief Financial
JODY H. FERAGEN				Officer (Principal Financial Officer)
/s/ JAMES N. SHEEHAN		1/12/07		Vice President and Controller
JAMES N. SHEEHAN				(Principal Accounting Officer)
/s/ GARY J. RAY*		1/12/07		Executive Vice President, Refrigerated
GARY J. RAY				Foods and Director
/s/ JOHN R. BLOCK*		1/12/07		Director
JOHN R. BLOCK
/s/ E. PETER GILLETTE JR.*		1/12/07		Director
E. PETER GILLETTE JR.
/s/ LUELLA G. GOLDBERG*		1/12/07		Director
LUELLA G. GOLDBERG

 

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Name		Date		Title
/s/ SUSAN I. MARVIN*		1/12/07		Director
SUSAN I. MARVIN
/s/ MICHAEL J. McCOY*		1/12/07		Director
MICHAEL J. McCOY
/s/ JOHN L. MORRISON*		1/12/07		Director
JOHN L. MORRISON
/s/ ELSA A. MURANO*		1/12/07		Director
ELSA A. MURANO
/s/ ROBERT C. NAKASONE*		1/12/07		Director
ROBERT C. NAKASONE
/s/ DAKOTA A. PIPPINS*		1/12/07		Director
DAKOTA A. PIPPINS
/s/ DR. HUGH C. SMITH*		1/12/07		Director
DR. HUGH C. SMITH
/s/ JOHN G. TURNER*		1/12/07		Director
JOHN G. TURNER

 

*By: /s/ JODY H. FERAGEN		1/12/07
JODY H. FERAGEN,
as Attorney-In-Fact

 

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F-1

ANNUAL REPORT ON FORM 10-K

ITEM 15

LIST OF FINANCIAL STATEMENTS

FINANCIAL STATEMENT SCHEDULE

LIST OF EXHIBITS

YEAR ENDED OCTOBER 29, 2006

HORMEL FOODS CORPORATION

Austin, Minnesota

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F-2

Item 15

LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

HORMEL FOODS CORPORATION

FINANCIAL STATEMENTS

The following consolidated financial statements of Hormel Foods Corporation included in the Annual Stockholders’ Report for the year ended October 29, 2006, are incorporated herein by reference in Item 8 of Part II of this report:

Consolidated Statements of Financial Position—October 29, 2006, and October 30, 2005.

Consolidated Statements of Operations—Years Ended October 29, 2006, October 30, 2005, and October 30, 2004.

Consolidated Statements of Changes in Shareholders’ Investment—Years Ended October 29, 2006, October 30, 2005, and October 30, 2004.

Consolidated Statements of Cash Flows—Years Ended October 29, 2006, October 30, 2005, and October 30, 2004.

Notes to Financial Statements—October 29, 2006.

Report of Independent Registered Public Accounting Firm

FINANCIAL STATEMENT SCHEDULES

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

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

FINANCIAL STATEMENTS AND SCHEDULES OMITTED

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

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

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F-3

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

HORMEL FOODS CORPORATION

(In Thousands)

					Additions
Classification		Balance at Beginning of Period			Charged to Costs and Expenses			Charged to Other Accounts- Describe			Deductions- Describe			Balance at End of Period
Valuation reserve deduction from assets account:
Fiscal year ended October 29, 2006
Allowance for
doubtful accounts											$	937	(1)
receivable		$	5,518		$	(1,716	)	$	71	(5)	(986		)(2)	$	3,922
Fiscal year ended October 30, 2005
Allowance for
doubtful accounts											$	1,287	(1)
receivable		$	4,600		$	(1,233	)	$	1,120	(4)	(2,318		)(2)	$	5,518
Fiscal year ended October 30, 2004
Allowance for
doubtful accounts											$	560	(1)
receivable		$	2,880		$	1,285		$	120	(3)	(875		)(2)	$	4,600

 

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 Century Foods International accounts receivable.

Note (4) – Increase in the reserve due to the inclusion of Farmer John, Mexican Accent, and Mark-Lynn accounts receivable.

Note (5) – Increase in the reserve due to the inclusion of Valley Fresh accounts receivable.

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LIST OF EXHIBITS

HORMEL FOODS CORPORATION

NUMBER		DESCRIPTION OF DOCUMENT
2.1(1)		Clougherty Packing Company Stock Purchase Agreement, dated as of December 29, 2004, between Hormel Foods Corporation, as Buyer, the Sellers (as identified in the Agreement), and Sellers’ Representative. (Incorporated by reference to Exhibit 2.2 to Hormel’s Annual Report on Form 10-K for the fiscal year ended October 30, 2004, File No. 001-02402.)
3.1(1)		Certificate of Incorporation as amended to date. (Incorporated by reference to Exhibit 3A-1 to Hormel’s Annual Report on Form 10-K/A for the fiscal year ended October 28, 2000, File No. 001-02402.)
3.2(1)		Bylaws as amended to date. (Incorporated by reference to Exhibit 3.2 to Hormel’s Annual Report on Form 10-K for the fiscal year ended October 30, 2005, File No. 001-02402.)
4.1(1)		Indenture dated as of June 1, 2001, between Hormel and U.S. Bank Trust National Association, as Trustee relating to certain outstanding debt securities. (Incorporated by reference to Exhibit 4.1 to Hormel’s Registration Statement on Form S-4 dated, August 28, 2001, File No. 333-68498.)
4.2(1)		Supplemental Indenture No. 1 dated as of June 4, 2001, to Indenture dated as of June 1, 2001, between Hormel and U.S. Bank Trust National Association, as Trustee, relating to certain outstanding debt securities. (Incorporated by reference to Exhibit 4.2 to Hormel’s Registration Statement on Form S-4 dated August 28, 2001, File No. 333-68498.)
4.3(1)		Letter of Representations dated June 5, 2001, among Hormel, U.S. Bank Trust National Association, as Trustee, and The Depository Trust Company relating to certain outstanding debt securities of Hormel. (Incorporated by reference to Exhibit 4.3 to Hormel’s Registration Statement on Form S-4 dated August 28, 2001, File No. 333-68498.)
4.4(1)		Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of instruments defining the rights of holders of certain long-term debt are not filed. Hormel agrees to furnish copies thereof to the Securities and Exchange Commission upon request.
10.1(1)(3)		Hormel Foods Corporation Operators’ Shares Incentive Compensation Plan. (Incorporated by reference to Appendix A to Hormel’s definitive Proxy Statement filed on December 23, 1997, File No. 001-02402.)
10.2(1)(3)		Hormel Foods Corporation Supplemental Executive Retirement Plan (2005 Restatement.) (Incorporated by reference to Exhibit 10.1 to Hormel’s Current Report on Form 8-K dated September 18, 2006, File No. 001-02402.)
10.3(1)(3)		Hormel Foods Corporation 2000 Stock Incentive Plan (Amended 1-31-2006.) (Incorporated by reference to Exhibit 10.1 to Hormel’s Current Report on Form 8-K dated January 31, 2006, File No. 001-02402.)
10.4(1)(3)		Hormel Foods Corporation Long-Term Incentive Plan. (Incorporated by reference to Appendix B to Hormel’s definitive Proxy Statement filed on December 23, 1997, File No. 001-02402.)
10.5(1)(3)		Hormel Foods Corporation Supplemental Retirement Benefits Plan for the Benefit of Joel W. Johnson (1999 Restatement.) (Incorporated by reference to Exhibit 10.6 to Hormel’s Annual Report on Form 10-K for the fiscal year ended October 26, 2002, File No. 001-02402.)
10.6(1)(3)		Hormel Foods Corporation Executive Deferred Income Plan II (2005 Restatement.) (Incorporated by reference to Exhibit 10.3 to Hormel’s Current Report on Form 8-K dated September 18, 2006, File No. 001-02402.)
10.7(1)		Form of Indemnification Agreement for Directors and Officers. (Incorporated by reference to Exhibit 10.8 to Hormel’s Annual Report on Form 10-K for the fiscal year ended October 26, 2002, File No. 001-02402.)
10.8(1)(3)		Hormel Foods Corporation Nonemployee Director Deferred Stock Plan (Plan Adopted October 4, 1999; Amended and Restated September 18, 2006.) (Incorporated by reference to Exhibit 10.2 to Hormel’s Current Report on Form 8-K dated September 18, 2006, File No. 001-02402.)
10.9(1)(3)		Hormel Foods Corporation 2005 Long-Term Incentive Plan. (Incorporated by reference to Exhibit 10.1 to Hormel’s Current Report on Form 8-K dated January 25, 2005, File No. 001-02402.)
10.10(1)(3)		Terms of Non-Executive Chairman of the Board. (Incorporated by reference to Item 1.01 of Hormel’s Current Report on Form 8-K dated November 21, 2005, File No. 001-02402.)
10.11(2)(3)		Hormel Survivor Income Plan for Executives (1993 Restatement.) (Plan Adopted November 1, 1993; Effective November 1, 1992; Amended by a First Amendment adopted effective February 1, 1995 and October 29, 2000; Amended by a Second Amendment adopted effective November 1, 2000; Amended by a Third Amendment adopted effective February 23, 2001; Amended by a Fourth Amendment adopted effective October 29, 2006.)
11.1(1)		Statement re: computation of per share earnings. (Included in Exhibit 13.1 filed with this Annual Report on Form 10-K for the fiscal year ended October 29, 2006.)
13.1(2)		Pages 17 through 61 of the Annual Stockholders’ Report for the fiscal year ended October 29, 2006.

 

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18.1(1)		Preferability Letter Regarding Change in Accounting Principle. (Incorporated by reference to Exhibit 18.1 to Hormel’s Quarterly Report on Form 10-Q for the quarter ended January 29, 2006, File No. 001-02402.)
21.1(2)		Subsidiaries of the Registrant.
23.1(2)		Consent of Independent Registered Public Accounting Firm.
24.1(2)		Power of Attorney.
31.1(2)		Certification Required Under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2(2)		Certification Required Under Section 302 of the Sarbanes-Oxley Act of 2002.
31.3(2)		Certification Required Under Section 302 of the Sarbanes-Oxley Act of 2002.
32.1(2)		Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1(1)		U.S. $200,000,000 Credit Agreement, dated as of June 1, 2005, between Hormel, the banks identified on the signature pages thereof, and Citicorp U.S.A. Inc., as Administrative Agent. (Incorporated by reference to Exhibit 99 to Hormel’s Current Report on Form 8-K dated June 1, 2005, File No. 001-02402.)

 

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

(2)   These exhibits transmitted via EDGAR.

(3)   Management compensatory plan.

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