Hormel Foods (HRL) 10-K risk factor changes: FY2018 vs FY2017
The 2018-10-28 10-K against the 2017-10-29 one, compared heading by heading and sentence by sentence. One of these filings carries no fiscal year tag, so its year is the calendar year of the period end.
Item 1A0 rewritten132 added1 removed0 unchanged
All filing items201 rewritten2,764 added176 removed269 unchanged
Summary
counted, not written
- Item 1A headings could not be compared: only 0 carried over between the two years, which usually means one filing was read wrongly, so none is reported as new or removed.
- Sentence by sentence, 2,764 added, 176 removed, 201 rewritten and 269 unchanged across 20 items that differ.
- New this year: Item 16. FORM 10-K SUMMARY.
Sentences by item
22 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2018; struck-through words were in FY2017. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
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The Company’s operations are subject to the general risks of the food industry.
The food products manufacturing industry is subject to the risks posed by:
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| ▪ | food spoilage; |
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| ▪ | food contamination caused by disease-producing organisms or pathogens, such as Listeria monocytogenes, Salmonella, and pathogenic E coli.; |
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| ▪ | food allergens; |
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| ▪ | nutritional and health-related concerns; |
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| ▪ | federal, state, and local food processing controls; |
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| ▪ | consumer product liability claims; |
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| ▪ | product tampering; and |
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| ▪ | the possible unavailability and/or expense of liability insurance. |
The pathogens which may cause food contamination are found generally in livestock and in the environment and thus may be present in our products.
These pathogens also can be introduced to our products as a result of improper handling by customers or consumers.
We do not have control over handling procedures once our products have been shipped for distribution.
If one or more of these risks were to materialize, the Company’s brand and business reputation could be negatively impacted.
In addition, revenues could decrease, costs of doing business could increase, and the Company’s operating results could be adversely affected.
Deterioration of economic conditions could harm the Company’s business.
The Company's business may be adversely affected by changes in national or global economic conditions, including inflation, interest rates, availability of capital, energy availability and costs (including fuel surcharges), and the effects of governmental initiatives to manage economic conditions.
Decreases in consumer spending rates and shifts in consumer product preferences could also negatively impact the Company.
Volatility in financial markets and the deterioration of national and global economic conditions could impact the Company’s operations as follows:
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| ▪ | The financial stability of our customers and suppliers may be compromised, which could result in additional bad debts for the Company or non-performance by suppliers; and |
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Information on the Company’s risk factors included in the Management’s Discussion and Analysis of Financial Condition and Results of Operations on pages 32 through 34 of the Annual Stockholders’ Report for the fiscal year ended October 29, 2017, is incorporated herein by reference.
An excerpt. Shown here: all 0 rewritten, 40 of 132 added and all 1 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2018 filing and the FY2017 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
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AND RESULTS OF OPERATIONS
Executive Overview
Fiscal 2018: The Company delivered record sales and earnings.
The impact of the Tax Cuts and Jobs Act (Tax Act) along with strong performances by Refrigerated Foods and International & Other contributed to these results.
These factors were able to offset continued weakness at JOTS, higher freight costs, and reduced sales and profitability from the CytoSport and contract manufacturing business in Grocery Products.
Sales for the year were $9.5 billion, a 4 percent increase from last year.
Organic net sales1 were down 1%.
Diluted earnings per share for fiscal 2018 were $1.86, an 18 percent increase compared to $1.57 per share last year.
Adjusted diluted earnings per share1 were $1.89, a 20 percent increase.
Fiscal 2018 net earnings attributable to the Company increased 20 percent to $1,012.1 million, compared to net earnings of $846.7 million last year.
(1see explanation of non-GAAP financial measures in the Consolidated Results section).
Refrigerated Foods segment results exceeded last year with contributions from the Columbus and Fontanini acquisitions.
Strength in value-added products such as Hormel® Natural Choice® and Hormel® FirebraisedTM Meats overcame lower commodity profits and higher freight expense.
International & Other segment results surpassed last year due to strong growth from the China business, which benefited from lower input costs and the addition of the Ceratti acquisition.
The JOTS segment continued to be negatively impacted by industry oversupply leading to low commodity prices in addition to increased freight.
At the beginning of fiscal 2018, the Specialty Foods segment was merged into the Grocery Products segment.
Despite sales growth of Wholly Guacamole® dips and Herdez® salsas, Grocery Products segment financial performance was down from fiscal 2017 as profits were impacted by weakness in the Company's contract manufacturing business, an impairment of the CytoSport trademark, and increased freight.
Our Company continued to generate record operating cash flows, which were reinvested into the business through acquisitions and capital expenditures while returning cash back to shareholders in the form of dividends and share repurchases.
We completed the acquisition of Columbus, an authentic, premium deli meat and salami company, for $857.4 million.
This strategic acquisition positions us as a total deli solutions provider and enhances our other strong deli brands such as Hormel®, Jennie-O®, Applegate®, and DiLusso®.
In connection with the acquisition, the Company borrowed $375.0 million under a term loan facility and $375.0 million under a revolving credit facility.
As of the close of the year, we repaid the short-term debt.
The annual dividend for 2019 will be $0.84 per share and marks the 53rd consecutive year of dividend increases, representing an increase of 12 percent after a 10 percent increase in fiscal 2018.
We repurchased 1.4 million shares of common stock in fiscal 2018, spending $46.9 million.
Fiscal 2019 Outlook: We expect to grow sales and operating profits in fiscal 2019, with each segment contributing to growth.
Momentum in branded, value-added businesses within Refrigerated Foods, especially foodservice and our newly created deli division, should more than offset the expected decline in commodity profits, increased freight, and expenses associated with the divestiture of the Fremont facility.
Innovation from brands including Hormel® Bacon 1TM, Hormel® Natural Choice®, and Hormel® Fire BraisedTM meats is expected to provide incremental growth.
The contributions from branded items such as the SPAM® family of products, Wholly Guacamole® dips, Herdez® salsas, and Muscle Milk are expected to drive improved Grocery Products results.
We expect the JOTS segment to return to growth as industry conditions improve.
We anticipate value-added sales and volume growth led by Jennie-O® lean ground turkey and Jennie-O® Oven Ready® items.
The International & Other segment plans to grow sales and earnings in both the China and Brazil businesses and expects to increase sales of the SPAM® and Skippy® families of products.
Additionally, our supply chain organization is expected to provide cost reductions in numerous areas across the supply chain.
On December 3, 2018, the Company completed the sale of the Fremont processing facility with WholeStone Farms.
The transaction included a processing facility and a multiyear agreement to supply the Company pork raw materials.
Up until the date of sale, this facility manufactured and harvested hogs for processing.
We plan to support our numerous iconic brands with continued advertising in fiscal 2019.
Strong cash flow, along with a solid balance sheet, will enable us to continue to return cash to shareholders while investing capital into our value-added businesses.
Critical Accounting Policies
This discussion and analysis of financial condition and results of operations is based upon the Company's consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP).
The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.
Information in the Management’s Discussion and Analysis of Financial Condition and Results of Operations on pages 15 through 35 of the Annual Stockholders’ Report for the fiscal year ended October 29, 2017, is incorporated herein by reference.
An excerpt. Shown here: all 0 rewritten, 40 of 770 added and all 1 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION in the FY2018 filing and the FY2017 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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Hog Markets: The Company’s earnings are affected by fluctuations in the live hog market.
To minimize the impact on earnings, and to ensure a steady supply of quality hogs, the Company has entered into contracts with producers for the purchase of hogs at formula-based prices over periods of up to 10 years.
Purchased hogs under contract accounted for 96 percent of the total hogs purchased by the Company during fiscal 2018 and 2017.
The majority of these contracts use market-based formulas based on hog futures, hog primal values, or industry reported hog markets.
Other contracts use a formula based on the cost of production, which can fluctuate independently from hog markets.
The Company’s value-added branded portfolio helps mitigate changes in hog and pork market prices.
Therefore, a hypothetical 10 percent change in the cash hog market would have had an immaterial effect on the Company’s results of operations.
In the second quarter of 2017, the Company initiated a hedge program to offset the fluctuation in the Company’s future direct hog purchases.
This program utilizes lean hog futures, and these contracts are accounted for under cash flow hedge accounting.
The fair value of the Company’s open futures contracts in this program as of October 28, 2018, was $0.7 million, before tax, compared to $1.7 million, before tax, as of October 29, 2017.
The Company measures its market risk exposure on its lean hog futures contracts using a sensitivity analysis, which considers a hypothetical 10 percent change in the market prices for lean hogs.
A 10 percent decrease in the market price for lean hogs would have negatively impacted the fair value of the Company’s October 28, 2018, open lean hog contracts by $2.5 million, which in turn would lower the Company’s future cost on purchased hogs by a similar amount.
Turkey Production Costs: The Company raises or contracts for live turkeys to meet the majority of its raw material supply requirements.
Production costs in raising turkeys are subject primarily to fluctuations in feed prices and, to a lesser extent, fuel costs.
Under normal, long-term market conditions, changes in the cost to produce turkeys are offset by proportional changes in the turkey market.
To reduce the Company’s exposure to changes in grain prices, the Company utilizes a hedge program to offset the fluctuation in the Company’s future direct grain purchases.
This program utilizes corn futures for JOTS, and these contracts are accounted for under cash flow hedge accounting.
The fair value of the Company’s open futures contracts as of October 28, 2018, was $(1.3) million compared to $(2.2) million, before tax, as of October 29, 2017.
The Company measures its market risk exposure on its grain futures contracts using a sensitivity analysis, which considers a hypothetical 10 percent change in the market prices for grain.
A 10 percent decrease in the market price for grain would have negatively impacted the fair value of the Company’s October 28, 2018, open grain contracts by $6.7 million, which in turn would lower the Company’s future cost on purchased grain by a similar amount.
Other Input Costs: The costs of raw materials, packaging materials, freight, fuel, and energy may cause the Company's results to fluctuate significantly.
To manage input cost volatility, the Company pursues cost saving measures, forward pricing, derivatives, and pricing actions when necessary.
Long-Term Debt: A principal market risk affecting the Company is the exposure to changes in interest rates on the Company’s fixed-rate, long-term debt.
Market risk for fixed-rate, long-term debt is estimated as the potential increase in fair value, resulting from a hypothetical 10 percent decrease in interest rates, and amounts to approximately $1.9 million.
The fair value of the Company’s long-term debt was estimated using discounted future cash flows based on the Company’s incremental borrowing rates for similar types of borrowing arrangements.
Investments: The Company has corporate-owned life insurance policies classified as trading securities as part of a rabbi trust to fund certain supplemental executive retirement plans and deferred income plans.
As of October 28, 2018, the balance of these securities totaled $137.3 million compared to $128.5 million as of October 29, 2017.
A majority of these securities represent fixed income funds.
The Company is subject to market risk due to fluctuations in the value of the remaining investments, as unrealized gains and losses associated with these securities are included in the Company’s net earnings on a mark-to-market basis.
A 10 percent decline in the value of the investments not held in fixed income funds would have a direct negative impact to the Company’s pretax earnings of approximately $4.3 million, while a 10 percent increase in value would have a positive impact of the same amount.
International Assets: The fair values of certain Company assets are subject to fluctuations in foreign currencies.
The Company’s net asset position in foreign currencies as of October 28, 2018, was $687.7 million, compared to $781.3 million as of October 29, 2017, with most of the exposure existing in Chinese yuan and Brazilian real.
Changes in currency exchange rates impact the fair values of Company assets either currently through the Consolidated Statements of Operations as currency gains/ losses, or by affecting other comprehensive loss.
The Company measures its foreign currency exchange risk by using a 10 percent sensitivity analysis on the Company’s primary foreign net asset position, the Chinese yuan and the Brazilian real, as of October 28, 2018.
A 10 percent strengthening in the value of the yuan relative to the U.S. dollar would result in other comprehensive income of approximately $51.0 million pretax.
A 10 percent weakening in the value of the yuan relative to the U.S. dollar would result in other comprehensive loss of approximately $41.7 million pretax.
A 10 percent strengthening in the value of the real relative to the U.S. dollar would result in other comprehensive income of approximately $13.1 million pretax.
A 10 percent weakening in the value of the real relative to the U.S. dollar would result in other comprehensive loss of approximately $10.7 million pretax.
During fiscal 2018, the value of the Brazilian real declined 21.9 percent.
(See Note J for additional details).
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 34 and 35 of the Annual Stockholders’ Report for the fiscal year ended October 29, 2017, is incorporated herein by reference.
Item 1. BUSINESS
66 rewritten, 11 added, 24 removed, 107 unchanged
[removed: (a)] [added: (a)] General Development of [removed: Business][added: Business]
HFIC has a [added: global] presence in the international marketplace through joint ventures and placement of personnel in strategic foreign locations such as Australia, Brazil, Canada, China, Japan, and the Philippines.
HFIC has a [removed: global presence with a] minority position in a food company in the Philippines (The Purefoods-Hormel Company, Inc., 40% holding).
On November 27, 2017, [removed: subsequent to] the [removed: end of the fiscal year, the] Company [removed: completed the acquisition of] [added: acquired] Columbus Manufacturing, Inc. (Columbus), an authentic premium deli meat and salami company, from Chicago-based Arbor [removed: Investments.][added: Investments, for $857.4 million.]
The transaction was [removed: closed in the first quarter of fiscal 2018 and was] funded with cash on hand along with borrowing $375.0 million under a term loan facility and $375.0 million under a revolving credit facility.
On August 22, 2017, the Company acquired Cidade do Sol (Ceratti) for a [removed: preliminary] purchase price of [removed: approximately $103.5 million, subject to customary working capital adjustments.][added: $103.3 million.]
The acquisition of the [removed: _Ceratti_®] [added: Ceratti®] brand allows the Company to establish a full in-country presence in the fast-growing Brazilian market with a premium brand.
On August 16, 2017, the Company acquired Fontanini Italian Meats and Sausages (Fontanini), a branded foodservice business, from Capitol Wholesale Meats, Inc. for a [removed: preliminary] purchase price of [removed: $427.9 million, subject to customary working capital adjustments.][added: $425.7 million.]
On May 9, 2016, the Company completed the sale of Diamond Crystal Brands resulting in [removed: proceeds,] [added: proceeds of $110.1 million,] net of selling [removed: costs, of closing price of $110.1 million.][added: costs.]
The Company had no other significant change in the type of products produced or services rendered, or in the markets or methods of distribution, since the beginning of the [removed: 2017] [added: 2018] fiscal year.
[removed: (b) Segments][added: (b) Segments]
The Company’s business is reported in [removed: five] [added: four] segments: Grocery Products, Refrigerated Foods, Jennie-O Turkey Store (JOTS), [removed: Specialty Foods,] and International & Other.
Net sales to unaffiliated customers, operating profit, total assets, and the presentation of certain other financial information by segment, are reported in Note P of the Notes to Consolidated Financial Statements and in the Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations of the Annual Stockholders’ Report for the fiscal year ended October 29, 2017, incorporated herein by reference.][added: Operations.]
[removed: (c)] [added: (c)] Description of [removed: Business][added: Business]
[removed: Products] [added: Products] and [removed: Distribution][added: Distribution]
| | | [removed: Fiscal] [added: Fiscal] Year [removed: Ended | | | | | | |] [added: Ended] | | | | | | | |
| | | [removed: October 29, 2017 | | | | | October 30, 2016 | |] [added: October 28, 2018] | | | [removed: October 25, 2015] [added: October 29, 2017] | | | [added: October 30, 2016] | |
| Perishable | | [removed: | 53.7] [added: 55.9] | % | | [removed: | | 53.1] [added: 53.7] | % | | [removed: | | 53.0] [added: 53.1] | % | [removed: | |]
| Miscellaneous | | [added: 6.3] | [removed: 7.0] [added: %] | | [added: 7.0] | [added: %] | | 8.2 | [removed: | | | | 10.0 | | |] [added: %] |
| [removed: |] [added: Total] | | 100.0 | % | | [removed: | |] 100.0 | % | | [removed: | |] 100.0 | % | [removed: | |]
The Perishable category includes fresh meats, frozen items, refrigerated meal solutions, sausages, hams, guacamole, and bacon (excluding [removed: JOTS products).][added: Jennie-O Turkey Store) products.]
Shelf-stable includes canned luncheon meats, peanut butter, chilies, shelf-stable microwaveable meals, hash, stews, [removed: meat spreads,] flour and corn tortillas, salsas, tortilla chips, and other items that do not require refrigeration.
As of October [removed: 29, 2017,] [added: 28, 2018,] the Company had approximately 1,030 sales personnel engaged in selling its products.
[removed: Raw Materials][added: Raw Materials]
The Company’s contracts are based on market-based formulas and/or markets of certain swine production inputs, [added: to better balance input costs with customer pricing, and all contract costs are fully reflected in the Company’s reported financial statements.]
In fiscal [removed: 2017,] [added: 2018,] the Company purchased 96 percent of its hogs under supply contracts.
In fiscal [removed: 2017,] [added: 2018,] JOTS raised turkeys representing approximately [removed: 77] [added: 76] percent of the volume needed to meet its raw material requirements for [removed: whole bird and] branded turkey [removed: products.][added: products and whole birds.]
Production costs in raising hogs and turkeys are subject primarily to fluctuations in feed grain prices [removed: and, to a lesser extent,] [added: and] fuel costs.
[removed: Manufacturing][added: Manufacturing]
The Company has [removed: two plants] [added: one plant] that [removed: harvest] [added: harvests] hogs for processing.
The Company currently has seven turkey harvest and processing operations, and [removed: 31] [added: 30] facilities that produce and distribute other manufactured items.
The following are the Company’s larger custom manufacturers: Abbyland Foods, Inc., Abbotsford, Wisconsin; Agropur Division Natrel USA, Maplewood, Minnesota; Algood Food Company, Louisville, Kentucky; [removed: Busseto Foods, Inc., Fresno, California;] [added: Cargill Meat Solutions, Minneapolis, MN; Cooper Farms, Van Wert, Ohio:] Deitz & Watson, Inc., Philadelphia, Pennsylvania; [added: Harris Ranch Beef Company, Gilroy, California;] HP Hood LLC, Lynnfield, Massachusetts; [removed: John F.][added: OSI Industries LLC, Chicago, Illinois; Reichel Foods, Inc., Rochester, Minnesota; Reser’s Fine Foods, Topeka, Kansas; and Steuben Foods, Jamaica, New York.]
[removed: Patents] [added: Patents] and [removed: Trademarks][added: Trademarks]
The Company holds [removed: 39 U.S.-issued] [added: 45 U.S. issued] and [removed: 10] [added: 9] foreign patents.
HORMEL, ALWAYS TENDER, APPLEGATE, AUSTIN BLUES, BACON 1, BLACK LABEL, BREAD READY, [added: BURKE,] CAFÉ H, CERATTI, CHI-CHI’S, COLUMBUS, COMPLEATS, CURE 81, CYTOSPORT, DAN’S PRIZE, DI LUSSO, DINTY MOORE, DON MIGUEL, DOÑA MARIA, EMBASA, EVOLVE, FAST ‘N EASY, FIRE BRAISED, FONTANINI, HERDEZ, HORMEL GATHERINGS, HORMEL VITAL CUISINE, HOUSE OF TSANG, JENNIE-O, JUSTIN’S, LA VICTORIA, LAYOUT, LLOYD’S, MARY KITCHEN, MUSCLE MILK, NATURAL CHOICE, OLD SMOKEHOUSE, [added: OVEN READY,] PILLOW PACK, RANGE BRAND, [removed: REV,] ROSA GRANDE, SKIPPY, SPAM, SPECIAL RECIPE, THICK & EASY, VALLEY FRESH, and WHOLLY GUACAMOLE.
[removed: Customers] [added: Customers] and Backlog [removed: Orders][added: Orders]
During fiscal [removed: year 2017,] [added: 2018,] sales to [removed: Wal-Mart Stores,] [added: Walmart] Inc. [removed: (Wal-Mart)] [added: (Walmart)] represented approximately [removed: 14.4] [added: 13.6] percent of the Company’s revenues (measured as gross sales less returns and allowances), compared to [removed: 13.7] [added: 14.4] percent in fiscal [removed: 2016.][added: 2017.]
[removed: Wal-Mart] [added: Walmart] is a customer for all [removed: five] [added: four] segments of the Company.
The five largest customers in each segment make up approximately the following percentage of segment sales: [removed: 47] [added: 42] percent of Grocery Products, [removed: 40] [added: 38] percent of Refrigerated Foods, 42 percent of JOTS, [removed: 49 percent of Specialty Foods,] and [removed: 20] [added: 18] percent of International & Other.
[removed: Competition][added: Competition]
On August 16, 2018, the Company entered into a definitive agreement to sell its Fremont, Nebraska, processing facility to WholeStone Farms, LLC.
The transaction is subject to customary closing conditions and is expected to be completed in December 2018.
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| | | | | | | | | | |
| Poultry | | 19.3 | % | | 19.1 | % | | 20.5 | % |
| Shelf-stable | | 18.5 | % | | 20.2 | % | | 18.2 | % |
| | | | | Senior Vice President (Human Resources), ProQuest LLC | | 02/02/16 to 01/17/17 |
| | | | | Executive Vice President, Chief Human Resources Officer, Oshkosh Corporation | | 05/02/14 to 02/01/16 |
| | | | | Vice President (Human Resources), Harsco Corporation | | 06/01/11 to 05/01/14 |
The May 2018 bylaw amendments delegated to the Company’s Chief Executive Officer the authority to appoint and remove Vice Presidents (other than Executive Vice Presidents, Group Vice Presidents, and Senior Vice Presidents).
The purchase price is approximately $850.0 million.
The allocation of the purchase price will be finalized upon completion of the fair value analysis of Columbus’s assets.
The transaction provides a cash flow benefit resulting from the amortization of the tax basis of assets, the net present value of which is approximately $90.0 million.
The transaction provides a cash flow benefit resulting from the amortization of the tax basis of assets, the net present value of which is approximately $70.0 million.
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| Poultry | | | 20.2 | | | | | 18.2 | | | | | 18.4 | | | |
| Shelf-stable | | | 19.1 | | | | | 20.5 | | | | | 18.6 | | | |
to better balance input costs with customer pricing, and all contract costs are fully reflected in the Company’s reported financial statements.
Martin and Sons, Stevens, Pennsylvania; Jones Dairy Farm, Fort Atkinson, Wisconsin; OSI Industries LLC, Chicago, Illinois; Perdue Farms Inc., Salisbury, Maryland; Reichel Foods, Inc., Rochester, Minnesota; Reser’s Fine Foods, Topeka, Kansas; Steuben Foods, Jamaica, New York; and West Liberty Foods, LLC, West Liberty, Iowa.
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 2017, 2016, and 2015, were approximately $34.2 million, $34.7 million, and $32.0 million, respectively.
There are approximately 145 employees engaged in full-time research and development, 69 in the area of improving existing products and 76 in developing new products.
(d) Geographic Areas
Financial information about geographic areas, including total revenues attributed to the U.S. and all foreign countries in total for the last three fiscal years of the Company, is reported in Note P of the Notes to Consolidated Financial Statements of the Annual Stockholders’ Report for the fiscal year ended October 29, 2017, incorporated herein by reference.
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| | | | | | | |
| Steven G. Binder | | 60 | | Executive Vice President/President Hormel Business Units | | 10/31/11 to Present |
(f) Executive Officers of the Registrant - Continued
| | | | | Vice President Sales (Foodservice Sales) | | 07/30/07 to 10/27/13 |
| Donald H. Kremin | | 57 | | Group Vice President (Specialty Foods Group) | | 10/31/11 to Present |
| | | | | Director Product and Process Development (Research and Development) | | 04/30/12 to 10/27/13 |
| | | | | Director of Taxes | | 01/01/07 to 10/27/13 |
| | | | | Vice President Finance Clougherty Packing, LLC | | 08/28/06 to 12/30/12 |
An excerpt. Shown here: 40 of 66 rewritten, all 11 added and all 24 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2018 filing and the FY2017 filing.
Cover and table of contents
36 rewritten, 20 added, 10 removed, 60 unchanged
[removed: HORMEL] [added: HORMEL] FOODS [removed: CORPORATION][added: CORPORATION]
[removed: UNITED STATES][added: UNITED STATES]
[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]
[removed: FORM 10-K][added: FORM 10-K]
[removed: \[] [added: \[] X \] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934][added: 1934]
For the fiscal year ended October [removed: 29, 2017][added: 28, 2018]
[removed: \[] [added: \[] \] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934][added: 1934]
Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Website, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulations S-T during the preceding 12 [removed: months.][added: months (or for such shorter period that the registrant was required to submit such files).]
| Non-accelerated filer [removed: (Do not check if a smaller reporting company)] | Smaller reporting company |
The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of April [removed: 30, 2017,] [added: 29, 2018,] was [removed: $9,415,266,160] [added: $9,908,981,177] based on the closing price of [removed: $35.08] [added: $36.47] on the last business day of the registrant’s most recently completed second fiscal quarter.
As of [removed: December 1, 2017,] [added: November 30, 2018,] the number of shares outstanding of each of the registrant’s classes of common stock was as follows:
Common Stock, $0.01465 – Par Value [removed: 529,585,006] [added: 534,595,685] shares
[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]
Portions of the Proxy Statement for the Annual Meeting of Stockholders to be held January [removed: 30, 2018,] [added: 29, 2019,] are incorporated by reference into Part III, Items 10-14.
[removed: TABLE] [added: TABLE] OF [removed: CONTENTS][added: CONTENTS]
| [Item [removed: 1.](#Item1_BUSINESS_111037)] [added: 1.](#s08CC19B79A3F4C63A45CF5DC08F130C1)] | [removed: [BUSINESS](#Item1_BUSINESS_111037)] [added: [BUSINESS](#s08CC19B79A3F4C63A45CF5DC08F130C1)] | [removed: 3] [added: [3](#s08CC19B79A3F4C63A45CF5DC08F130C1)] |
| [Item [removed: 1A.](#Item1A_RISKFACTORS_112102)] [added: 1A.](#s53fccbe610a24897aeb7ff887ca50ed1)] | [RISK [removed: FACTORS](#Item1A_RISKFACTORS_112102)] [added: FACTORS](#s53fccbe610a24897aeb7ff887ca50ed1)] | [removed: 8] [added: [7](#s53fccbe610a24897aeb7ff887ca50ed1)] |
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| [Item [removed: 15.](#Item15_EXHIBITSFINANCIALSTATEMEN_010845)] [added: 15.](#s19F29094DEB96A247A8EF5DC0BF8244C)] | [EXHIBITS, FINANCIAL STATEMENT [removed: SCHEDULES](#Item15_EXHIBITSFINANCIALSTATEMEN_010845)] [added: SCHEDULES](#s19F29094DEB96A247A8EF5DC0BF8244C)] | [removed: 13] [added: [69](#s19F29094DEB96A247A8EF5DC0BF8244C)] |
[removed: PART I][added: PART I]
10-K 1 hormel_2018x10k.htm 10-K
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The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.
HORMEL FOODS CORPORATION
| [PART I](#s08CC19B79A3F4C63A45CF5DC08F130C1) | | |
| [PART II](#s02437da89c5342a8a0097c4dd57795a7) | | |
| [PART III](#s42572db1a83f4dd8a0c6f0ab8a8d84bc) | | |
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| | | |
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| [PART IV](#s0D0F19723AE653682289F5DC0B7A5F5C) | | |
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| [Item 16.](#sCD8A8BD7F9ED35158654F5DC0BC046E0) | [FORM 10-K SUMMARY](#sCD8A8BD7F9ED35158654F5DC0BC046E0) | [73](#sCD8A8BD7F9ED35158654F5DC0BC046E0) |
| | | |
| [SIGNATURES](#s3f280b02954d46e086056277e11c44d6) | | [74](#s3f280b02954d46e086056277e11c44d6) |
10-K 1 a17-26513_110k.htm 10-K
ANNUAL REPORT ON FORM 10-K
OCTOBER 29, 2017

Portions of the Annual Stockholders’ Report for the fiscal year ended October 29, 2017, 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.
| [PART I](#PARTI_111036 "Click to goto ") | | |
| [PART II](#PARTII_010713 "Click to goto ") | | |
| [PART III](#PARTIII_010807 "Click to goto ") | | |
| [PART IV](#PARTIV_010844 "Click to goto ") | | |
| [SIGNATURES](#SIGNATURES_010919) | | 14 |
Item 1B. UNRESOLVED STAFF COMMENTS
0 rewritten, 0 added, 38 removed, 1 unchanged
Item 2.
PROPERTIES
| Location | | Principal Segment (1) | | Approximate Area (Square Feet, Unless Noted) | | | Owned or Leased | | Lease Expiration Date |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | |
| _Harvest and Processing Plants_ | | | | | | | | | |
| Austin, Minnesota | | Refrigerated Foods Grocery Products Specialty Foods International & Other | | 1,406,000 | | | Owned | | |
| Barron, Wisconsin | | JOTS | | 425,000 | | | Owned | | |
| Faribault, Minnesota | | JOTS | | 191,000 | | | Owned | | |
| Fremont, Nebraska | | Refrigerated Foods Grocery Products Specialty Foods International & Other | | 700,000 | | | Owned | | |
| Melrose, Minnesota | | JOTS | | 133,000 | | | Owned | | |
| Willmar, Minnesota | | JOTS | | 339,000 | | | Owned | | |
| _Processing Plants_ | | | | | | | | | |
| Albert Lea, Minnesota | | Refrigerated Foods | | 80,000 | | | Owned | | |
| Algona, Iowa | | Refrigerated Foods | | 154,000 | | | Owned | | |
| Alma, Kansas | | Refrigerated Foods | | 66,000 | | | Owned | | |
| Aurora, Illinois | | Specialty Foods Grocery Products | | 147,000 | | | Owned | | |
| Beijing, China | | International & Other | | 95,000 | | | 80% Owned | | |
| Beloit, Wisconsin | | Grocery Products Specialty Foods | | 346,000 | | | Owned | | |
| | | Grocery Products Specialty Foods | | 5,000 | | | Leased | | Monthly |
| Browerville, Minnesota | | Refrigerated Foods | | 108,000 | | | Owned | | |
| Dubuque, Iowa | | Grocery Products | | 344,000 | | | Owned | | |
| Hayward, California | | Refrigerated Foods | | 128,000 | | | Leased | | April 2021 |
| Hayward, California | | Refrigerated Foods | | 67,000 | | | Leased | | September 2032 |
| Jiaxing, China | | International & Other | | 1,256,000 | | | Owned | | |
| Knoxville, Iowa | | Refrigerated Foods | | 131,000 | | | Owned | | |
| Lathrop, California | | Refrigerated Foods | | 87,000 | | | Owned | | |
| Little Rock, Arkansas | | Grocery Products | | 167,000 | | | Owned | | |
| Long Prairie, Minnesota | | Refrigerated Foods | | 96,000 | | | Owned | | |
| McCook, Illinois | | Refrigerated Foods | | 176,000 | | | Owned | | |
| Mendota Heights, Minnesota | | Refrigerated Foods | | 76,000 | | | Owned | | |
| Montevideo, Minnesota | | JOTS | | 89,000 | | | Owned | | |
| Nevada, Iowa | | Refrigerated Foods | | 226,000 | | | Owned | | |
| Osceola, Iowa | | Refrigerated Foods | | 376,000 | | | Owned | | |
| Pelican Rapids, Minnesota | | JOTS | | 375,000 | | | Owned | | |
| Quakertown, Pennsylvania | | Specialty Foods | | 13,000 | | | Owned | | |
| Rochelle, Illinois | | Refrigerated Foods Grocery Products Specialty Foods | | 406,000 | | | Owned | | |
| Shanghai, China | | International & Other | | 41,000 | | | Leased | | September 2018 |
Item 2. PROPERTIES
34 rewritten, 44 added, 7 removed, 34 unchanged
| [removed: Location] [added: Location] | | [removed: Principal Segment (1)] [added: Principal Segment (1)] | | [removed: Unless Noted)] [added: Approximate Area (Square Feet, Unless Noted)] | | | [removed: Leased] [added: Owned or Leased] | | [removed: Expiration Date] [added: Lease Expiration Date] |
| [removed: _Processing] [added: Processing] Plants [removed: (continued)_] | | | | | | | | | |
| Sparta, Wisconsin | | [removed: Specialty Foods] [added: Grocery Products] | | [removed: 385,000] [added: 397,000] | | | Owned | | |
| Vinhedo, Brazil | | International & Other | | 422,000 | | | Leased | | [removed: Monthly] [added: June 2024] |
| Wichita, Kansas | | Refrigerated Foods | | [removed: 89,000] [added: 247,000] | | | Owned | | |
| [removed: _Warehouse/Distribution Centers_] [added: Warehouse/Distribution Centers] | | | | | | | | | |
| Austin, Minnesota | | Refrigerated Foods [removed: Grocery Products] | | 72,000 | | | Owned | | |
| Beijing, China | | International & Other | | [removed: 24,000] [added: 17,000] | | | Leased | | June [removed: 2018] [added: 2019] |
| Dayton, Ohio | | Refrigerated Foods [removed: Grocery Products Specialty Foods] | | [removed: 140,000] [added: 141,000] | | | Owned | | |
| Eldridge, Iowa | | Grocery Products [removed: Specialty Foods] | | 424,000 | | | Leased | | July 2019 |
| Hayward, California | | Refrigerated Foods | | [removed: 41,000] [added: 8,000] | | | Leased | | [removed: September] [added: August] 2032 |
| Hayward, California | | Refrigerated Foods | | [removed: 8,000] [added: 67,000] | | | Leased | | [removed: April] [added: May] 2021 |
| Osceola, Iowa | | Refrigerated Foods | | [removed: 233,000] [added: 382,000] | | | Owned | | |
| | | | | [removed: 5,000] [added: 8,000] | | | Leased | | [removed: November] [added: December] 2018 |
| [removed: _Hog] [added: Hog] Production [removed: Facilities_] [added: Facilities] | | | | | | | | | |
| [removed: _Hatcheries_] [added: Hatcheries] | | | | | | | | | |
| [removed: _Feed Mills_] [added: Feed Mills] | | | | | | | | | |
| [removed: _Turkey Farms_] [added: Turkey Farms] | | | | | | | | | |
| Minnesota and Wisconsin | | JOTS | | [removed: 14,500 (2)] [added: 13,700] | | [added: (2)] | Owned | | |
| [removed: _Research] [added: Research] and [removed: Development_] [added: Development] | | | | | | | | | |
| Austin, Minnesota | | All Segments | | [removed: 135,000] [added: 136,000] | | | Owned | | |
| Shanghai, China | | International & Other | | [removed: 4,000] [added: 22,000] | | | Leased | | [removed: September 2018] [added: October 2023] |
| [removed: Location] [added: Location] | | [removed: Principal] [added: Principal] Segment [removed: (1)] [added: (1)] | | [removed: Unless Noted)] [added: Approximate Area (Square Feet, Unless Noted)] | | | [removed: Leased] [added: Owned or Leased] | | [removed: Expiration Date] [added: Lease Expiration Date] |
| [removed: _Administrative Offices_] [added: Administrative Offices] | | | | | | | | | |
| Austin, Minnesota | | All Segments | | [removed: 299,000] [added: 292,000] | | | Owned | | |
| Beijing, China | | International & Other | | 4,000 | | | Leased | | [removed: June 2018] [added: May 2019] |
| Boulder, Colorado | | Grocery Products | | [removed: 6,000] [added: 7,000] | | | Leased | | August 2019 |
| Hayward, California | | Refrigerated Foods | | [removed: 17,000] [added: 12,000] | | | Leased | | [removed: September] [added: August] 2032 |
| Hayward, California | | Refrigerated Foods | | [removed: 12,000] [added: 41,000] | | | Leased | | [removed: April] [added: May] 2021 |
| Moorabbin, Australia | | International & Other | | [removed: 3,000] [added: 2,000] | | | Leased | | September [removed: 2018] [added: 2025] |
| [removed: Shanghai,] [added: Jiaxing,] China | | International & Other | | [removed: 20,000] [added: 54,000] | | | Leased | | [removed: September 2018] [added: August 2021] |
| Walnut Creek, California | | [removed: Specialty Foods] [added: Grocery Products] | | 22,000 | | | Leased | | April 2023 |
(1) Many of the Company’s properties are not exclusive to any one segment, and a few of the properties are utilized in all [removed: five] [added: four] segments.
For locations that support multiple segments, but with a substantial percentage of activity attributable to certain segments, only the principal segments have been [added: listed.]
| Harvest and Processing Plants | | | | | | | | | |
| Austin, Minnesota | | Refrigerated Foods | | 1,464,000 | | | Owned | | |
| | | Grocery Products | | | | | | | |
| | | International & Other | | | | | | | |
| Barron, Wisconsin | | JOTS | | 425,000 | | | Owned | | |
| Faribault, Minnesota | | JOTS | | 191,000 | | | Owned | | |
| Melrose, Minnesota | | JOTS | | 550,000 | | | Owned | | |
| Willmar, Minnesota | | JOTS | | 339,000 | | | Owned | | |
| Albert Lea, Minnesota | | Refrigerated Foods | | 82,000 | | | Owned | | |
| Algona, Iowa | | Refrigerated Foods | | 154,000 | | | Owned | | |
| Alma, Kansas | | Refrigerated Foods | | 62,000 | | | Owned | | |
| Aurora, Illinois | | Grocery Products | | 141,000 | | | Owned | | |
| Beijing, China | | International & Other | | 95,000 | | | 80% Owned | | |
| Beloit, Wisconsin | | Grocery Products | | 341,000 | | | Owned | | |
| Browerville, Minnesota | | Refrigerated Foods | | 109,000 | | | Owned | | |
| Dubuque, Iowa | | Grocery Products | | 344,000 | | | Owned | | |
| Hayward, California | | Refrigerated Foods | | 128,000 | | | Leased | | August 2032 |
| Jiaxing, China | | International & Other | | 1,256,000 | | | Owned | | |
| Knoxville, Iowa | | Refrigerated Foods | | 135,000 | | | Owned | | |
| Lathrop, California | | Refrigerated Foods | | 88,000 | | | Owned | | |
| Little Rock, Arkansas | | Grocery Products | | 153,000 | | | Owned | | |
| Long Prairie, Minnesota | | Refrigerated Foods | | 92,000 | | | Owned | | |
| McCook, Illinois | | Refrigerated Foods | | 177,000 | | | Owned | | |
| Mendota Heights, Minnesota | | Refrigerated Foods | | 85,000 | | | Owned | | |
| Montevideo, Minnesota | | JOTS | | 89,000 | | | Owned | | |
| Nevada, Iowa | | Refrigerated Foods | | 239,000 | | | Owned | | |
| Pelican Rapids, Minnesota | | JOTS | | 375,000 | | | Owned | | |
| Quakertown, Pennsylvania | | Grocery Products | | 13,000 | | | Owned | | |
| Rochelle, Illinois | | Refrigerated Foods | | 409,000 | | | Owned | | |
| | | Grocery Products | | | | | | | |
| | | Grocery Products | | | | | | | |
| | | Grocery Products | | | | | | | |
| Osceola, Iowa | | Refrigerated Foods | | 235,000 | | | Owned | | |
| Sparta, Wisconsin | | Grocery Products | | 50,000 | | | Leased | | April 2020 |
| | | | | 5,000 | | | Leased | | September 2019 |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | Approximate Area | | | | | |
| | | | | (Square Feet, | | | Owned or | | Lease |
| | | Specialty Foods | | | | | | | |
| Sparta, Wisconsin | | Specialty Foods | | 50,000 | | | Leased | | June 2019 |
Item 2.
PROPERTIES – Continued
listed.
An excerpt. Shown here: all 34 rewritten, 40 of 44 added and all 7 removed. The counts are complete. For every sentence, read Item 2. PROPERTIES in the FY2018 filing and the FY2017 filing.
Item 4. MINE SAFETY DISCLOSURES
1 rewritten, 0 added, 0 removed, 1 unchanged
[removed: PART II][added: PART II]
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
3 rewritten, 16 added, 20 removed, 6 unchanged
Issuer purchases of equity securities in the fourth quarter of fiscal [removed: year 2017] [added: 2018] are shown below:
| [removed: Period] [added: Period] | | [removed: Total] [added: Total] Number of Shares [removed: Purchased] [added: Purchased] | | [removed: Average] [added: Average] Price Paid Per [removed: Share] [added: Share] | | [removed: Total] [added: Total] Number of Shares Purchased as Part of Publicly Announced Plans or [removed: Programs1] [added: Programs(1)] | | [removed: Maximum] [added: Maximum] Number of Shares that May Yet Be Purchased Under the Plans or [removed: Programs1] [added: Programs (1)] |
[removed: 1On] [added: (1) On] January 31, 2013, the Company announced its Board of Directors had authorized the repurchase of 10,000,000 shares of its common stock with no expiration date.
Market information
Hormel Foods Corporation’s common stock is traded on the New York Stock Exchange under the symbol HRL.
The CUSIP number is 440452100.
Holders
There are approximately 12,600 record stockholders and 126,900 stockholders whose shares are held in street name by brokerage firms and financial institutions.
| | | | | | | | | |
| | | | | | | | | |
| July 30, 2018 – September 2, 2018 | | \- | | \- | | \- | | 9,121,823 |
| September 3, 2018 – September 30, 2018 | | \- | | \- | | \- | | 9,121,823 |
| October 1, 2018 – October 28, 2018 | | 54,667 | | $39.45 | | 54,667 | | 9,067,156 |
| Total | | 54,667 | | $39.45 | | 54,667 | | |
Shareholder return performance graph
The following graph shows a comparison of cumulative total shareholder return, calculated on a dividend-reinvested basis, for the Company, the S&P 500 Index, and the S&P 500 Packaged Foods & Meats Index for the five years ended October 26, 2018.
The graph assumes $100 was invested in each, as of the market close on October 28, 2013.
Note that historic stock price performance is not necessarily indicative of future stock price performance.

The high and low sales price of the Company’s common stock and the dividends per share declared for each quarter of fiscal 2017 and fiscal 2016 are shown below (as adjusted for the two-for-one stock split distributed on February 9, 2016):
| 2017 | | High | | Low | | Dividend |
| --- | --- | --- | --- | --- | --- | --- |
| First Quarter | | $38.840 | | $33.180 | | $0.170 |
| Second Quarter | | 37.960 | | 33.970 | | 0.170 |
| Third Quarter | | 35.480 | | 32.260 | | 0.170 |
| Fourth Quarter | | 34.530 | | 29.750 | | 0.170 |
| | | | | | | |
| 2016 | | High | | Low | | Dividend |
| First Quarter | | $40.390 | | $32.920 | | $0.145 |
| Second Quarter | | 45.720 | | 37.490 | | 0.145 |
| Third Quarter | | 40.535 | | 33.700 | | 0.145 |
| Fourth Quarter | | 40.000 | | 35.870 | | 0.145 |
Additional information about dividends, principal market of trade, and number of stockholders on pages 68 and 69 of the Annual Stockholders’ Report for the fiscal year ended October 29, 2017, is incorporated herein by reference.
The Company’s common stock has been listed on the New York Stock Exchange since January 16, 1990.
| July 31, 2017 – | | | | | | | | |
| September 3, 2017 | | \- | | $ - | | \- | | 10,452,337 |
| September 4, 2017 – October 1, 2017 | | \- | | \- | | \- | | 10,452,337 |
| October 2, 2017 – October 29, 2017 | | \- | | \- | | \- | | 10,452,337 |
| Total | | \- | | $ - | | \- | | |
Item 6. SELECTED FINANCIAL DATA
0 rewritten, 61 added, 1 removed, 0 unchanged
The information set forth below for the five years ended October 28, 2018, is not necessarily indicative of results of future operations, and should be read in conjunction with Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes thereto included in Part II, Item 8 of this Form 10-K to fully understand factors that may affect the comparability of the information presented below.
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | |
| (in thousands, except per share amounts) | | 2018 | | | | 2017 | | | | 2016* | | | | 2015 | | | | 2014 | | |
| Operations | | | | | | | | | | | | | | | | | | | | |
| Net Sales | | $ | 9,545,700 | | | $ | 9,167,519 | | | $ | 9,523,224 | | | $ | 9,263,863 | | | $ | 9,316,256 | |
| Net Earnings | | 1,012,582 | | | | 847,103 | | | | 890,517 | | | | 687,264 | | | | 606,026 | | |
| Net Earnings Attributable to Hormel Foods Corporation | | 1,012,140 | | | | 846,735 | | | | 890,052 | | | | 686,088 | | | | 602,677 | | |
| % of net sales | | 10.60 | | % | | 9.24 | | % | | 9.35 | | % | | 7.41 | | % | | 6.47 | | % |
| EBIT(1) | | 1,198,479 | | | | 1,280,101 | | | | 1,323,430 | | | | 1,066,144 | | | | 928,271 | | |
| % of net sales | | 12.56 | | % | | 13.96 | | % | | 13.90 | | % | | 11.51 | | % | | 9.96 | | % |
| EBITDA(2) | | 1,360,337 | | | | 1,411,078 | | | | 1,455,398 | | | | 1,199,578 | | | | 1,058,315 | | |
| % of net sales | | 14.25 | | % | | 15.39 | | % | | 15.28 | | % | | 12.95 | | % | | 11.36 | | % |
| Return on Invested Capital (3) | | 16.50 | | % | | 16.35 | | % | | 19.04 | | % | | 15.62 | | % | | 15.79 | | % |
| Financial Position | | | | | | | | | | | | | | | | | | | | |
| Total Assets | | $ | 8,142,292 | | | $ | 6,975,908 | | | $ | 6,370,067 | | | $ | 6,139,831 | | | $ | 5,455,619 | |
| Long-term Debt less Current Maturities | | 624,840 | | | | 250,000 | | | | 250,000 | | | | 250,000 | | | | 250,000 | | |
| Hormel Foods Corporation Shareholders’ Investment | | 5,600,811 | | | | 4,935,907 | | | | 4,448,006 | | | | 3,998,198 | | | | 3,605,678 | | |
| Selected Cash Flow Data | | | | | | | | | | | | | | | | | | | | |
| Depreciation and Amortization | | $ | 161,858 | | | $ | 130,977 | | | $ | 131,968 | | | $ | 133,434 | | | $ | 130,044 | |
| Capital Expenditures | | 389,607 | | | | 221,286 | | | | 255,524 | | | | 144,063 | | | | 159,138 | | |
| Acquisitions of Businesses | | 857,668 | | | | 520,463 | | | | 280,889 | | | | 770,587 | | | | 466,204 | | |
| Share Repurchase | | 46,898 | | | | 94,487 | | | | 87,885 | | | | 24,928 | | | | 58,937 | | |
| Dividends Paid | | 388,107 | | | | 346,010 | | | | 296,493 | | | | 250,834 | | | | 203,156 | | |
| Common Stock | | | | | | | | | | | | | | | | | | | | |
| Weighted-Average Shares Outstanding – Basic | | 530,742 | | | | 528,363 | | | | 529,290 | | | | 528,143 | | | | 527,624 | | |
| Weighted-Average Shares Outstanding – Diluted | | 543,869 | | | | 539,116 | | | | 542,473 | | | | 541,002 | | | | 540,431 | | |
| Earnings per Share – Basic | | $ | 1.91 | | | $ | 1.60 | | | $ | 1.68 | | | $ | 1.30 | | | $ | 1.14 | |
| Earnings per Share – Diluted | | 1.86 | | | | 1.57 | | | | 1.64 | | | | 1.27 | | | | 1.12 | | |
| Dividends per Share | | 0.75 | | | | 0.68 | | | | 0.58 | | | | 0.50 | | | | 0.40 | | |
| Hormel Foods Corporation Shareholders’ Investment Per Share | | 10.49 | | | | 9.34 | | | | 8.42 | | | | 7.57 | | | | 6.84 | | |
The Company provides EBIT, EBITDA, and Return on Invested Capital because these measures are useful to investors as indicators of operating strength and performance relative to prior years and are typically used to benchmark our Company’s performance against other companies in our industry.
Management uses EBIT as a component of certain executive incentive plans but does not utilize EBITDA for any material purpose.
These measures are calculated as follows:
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | |
| (in thousands) | | 2018 | | | | 2017 | | | | 2016* | | | | 2015 | | | | 2014 | | |
| (1) EBIT: | | | | | | | | | | | | | | | | | | | | |
Selected Financial Data for the five fiscal years ended October 29, 2017, on page 14 of the Annual Stockholders’ Report for the fiscal year ended October 29, 2017, is incorporated herein by reference.
An excerpt. Shown here: all 0 rewritten, 40 of 61 added and all 1 removed. The counts are complete. For every sentence, read Item 6. SELECTED FINANCIAL DATA in the FY2018 filing and the FY2017 filing.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
0 rewritten, 1,586 added, 1 removed, 0 unchanged
Report of Management
Management’s Responsibility for Financial Statements
The accompanying financial statements were prepared by the management of Hormel Foods Corporation which is responsible for their integrity and objectivity.
These statements have been prepared in accordance with U.S. generally accepted accounting principles appropriate in the circumstances and, as such, include amounts that are based on our best estimates and judgments.
Hormel Foods Corporation has developed a system of internal controls designed to assure that the records reflect the transactions of the Company and that the established policies and procedures are adhered to.
This system is augmented by well-communicated written policies and procedures, a strong program of internal audit, and well-qualified personnel.
These financial statements have been audited by Ernst & Young LLP, an independent registered public accounting firm, and their report is included herein.
The audit was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and includes a review of the Company’s accounting and financial controls and tests of transactions.
The Audit Committee of the Board of Directors, composed solely of outside directors, meets periodically with the independent auditors, management, and the internal auditors to assure that each is carrying out its responsibilities.
Both Ernst & Young LLP and our internal auditors have full and free access to the Audit Committee, with or without the presence of management, to discuss the results of their audit work and their opinions on the adequacy of internal controls and the quality of financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Management of Hormel Foods Corporation is responsible for establishing and maintaining adequate internal control over financial reporting for the Company, as such term is defined in Exchange Act Rule 13a–15(f).
The Company’s internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting standards.
Under the supervision, and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
Based on our evaluation under the framework in Internal Control - Integrated Framework, we concluded that our internal control over financial reporting was effective as of October 28, 2018.
Our internal control over financial reporting as of October 28, 2018, has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included herein.
| | |
| --- | --- |
| | |
| | |
| /s/ James P. Snee | /s/ James N. Sheehan |
| Chairman of the Board, | Senior Vice President |
| President, Chief Executive Officer, and Director | and Chief Financial Officer |
Report of Independent Registered Public Accounting Firm
To the Shareholders and The Board of Directors of Hormel Foods Corporation
We have audited Hormel Foods Corporation’s internal control over financial reporting as of October 28, 2018, based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria).
In our opinion, Hormel Foods Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of October 28, 2018, based on the COSO criteria.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Hormel Foods Corporation as of October 28, 2018 and October 29, 2017 and the related consolidated statements of comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended October 28, 2018 and the related notes and financial statement schedule listed in the Index at Item 15 (collectively referred to as the consolidated financial statements) and our report dated December 7, 2018 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting.
Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.
We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Consolidated Financial Statements, including unaudited quarterly data, on pages 39 through 67 and the Report of Independent Registered Public Accounting Firm on page 38 of the Annual Stockholders’ Report for the fiscal year ended October 29, 2017, are incorporated herein by reference.
An excerpt. Shown here: all 0 rewritten, 40 of 1,586 added and all 1 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2018 filing and the FY2017 filing.
Item 9A. CONTROLS AND PROCEDURES
1 rewritten, 0 added, 2 removed, 5 unchanged
[removed: (c)] During the fourth quarter of fiscal year [removed: 2017,] [added: 2018,] 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.
(a) The report entitled “Management’s Report on Internal Control Over Financial Reporting” on page 36 of the Annual Stockholders’ Report for the fiscal year ended October 29, 2017, is incorporated herein by reference.
(b) The report entitled “Report of Independent Registered Public Accounting Firm” on page 37 of the Annual Stockholders’ Report for the fiscal year ended October 29, 2017, is incorporated herein by reference.
Item 9B. OTHER INFORMATION
1 rewritten, 0 added, 0 removed, 1 unchanged
[removed: PART III][added: PART III]
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
2 rewritten, 0 added, 0 removed, 3 unchanged
Information under “Item 1 – Election of [removed: Directors” on pages 2 through 6, information under] [added: Directors”,] “Board [removed: Independence” on pages 8 and 9,] [added: Independence”,] and information under “Board of Director and Committee Meetings” [removed: on pages 9 and 10 of] [added: in] the definitive proxy statement for the Annual Meeting of Stockholders to be held January [removed: 30, 2018,] [added: 29, 2019,] is incorporated herein by reference.
Information under “Section 16(a) Beneficial Ownership Reporting Compliance,” [removed: on page 43 of] [added: in] the definitive proxy statement for the Annual Meeting of Stockholders to be held January [removed: 30, 2018,] [added: 29, 2019,] is incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
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Information commencing with “Executive Compensation” [removed: on page 16] through [removed: “Potential Payments Upon Termination at Fiscal 2017 Year End” on pages 31 and 32,] [added: "CEO Pay Ratio Disclosure”,] and information under “Compensation of Directors” [removed: on pages 11 through 13 of] [added: in] the definitive proxy statement for the Annual Meeting of Stockholders to be held January [removed: 30, 2018,] [added: 29, 2019,] is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
1 rewritten, 9 added, 0 removed, 0 unchanged
Information under [removed: “Equity Compensation Plan Information” on page 43, and information under] “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Management” [removed: on pages 14 through 16 of] [added: in] the definitive proxy statement for the Annual Meeting of Stockholders to be held January [removed: 30, 2018,] [added: 29, 2019,] is incorporated herein by reference.
Information regarding the Company's equity compensation plans as of October 28, 2018, is shown below:
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | | | | | | |
| Plan Category | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | Weighted-Average Exercise Price of Outstanding Options, Warrants 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 | | 29,535,582 | | $23.55 | | 16,064,059 |
| Equity compensation plans not approved by security holders | | — | | — | | \- |
| Total | | 29,535.582 | | $23.55 | | 16,064,059 |
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 0 unchanged
Information under “Related Party Transactions” [removed: on page 43] and “Board Independence” [removed: on pages 8 and 9 of] [added: in] the definitive proxy statement for the Annual Meeting of Stockholders to be held January [removed: 30, 2018,] [added: 29, 2019,] is incorporated herein by reference.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
2 rewritten, 0 added, 57 removed, 0 unchanged
Information under “Independent Registered Public Accounting Firm Fees” and “Audit Committee Preapproval Policies and Procedures” [removed: on page 14 of] [added: in] the definitive proxy statement for the Annual Meeting of Stockholders to be held January [removed: 30, 2018,] [added: 29, 2019,] is incorporated herein by reference.
[removed: PART IV][added: PART IV]
Item 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The response to Item 15 is submitted as a separate section of this report.
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/ JAMES P. SNEE | December 20, 2017 | |
| | | JAMES P. SNEE, Chairman of the Board, | Date | |
| | | President, Chief Executive Officer, and Director | | |
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/ JAMES P. SNEE | | 12/20/17 | | Chairman of the Board, President, Chief Executive |
| JAMES P. SNEE | | | | Officer, and Director |
| | | | | (Principal Executive Officer) |
| /s/ JAMES N. SHEEHAN | | 12/20/17 | | Senior Vice President and Chief Financial Officer |
| JAMES N. SHEEHAN | | | | (Principal Financial Officer) |
| /s/ JANA L. HAYNES | | 12/20/17 | | Vice President and Controller |
| JANA L. HAYNES | | | | (Principal Accounting Officer) |
| /s/ GARY C. BHOJWANI* | | 12/20/17 | | Director |
| GARY C. BHOJWANI | | | | |
| /s/ TERRELL K. CREWS* | | 12/20/17 | | Director |
| TERRELL K. CREWS | | | | |
| /s/ GLENN S. FORBES* | | 12/20/17 | | Director |
| GLENN S. FORBES | | | | |
| /s/ STEPHEN M. LACY* | | 12/20/17 | | Director |
| STEPHEN M. LACY | | | | |
| /s/ JOHN L. MORRISON* | | 12/20/17 | | Director |
| JOHN L. MORRISON | | | | |
| /s/ ELSA A. MURANO* | | 12/20/17 | | Director |
| ELSA A. MURANO | | | | |
| /s/ ROBERT C. NAKASONE* | | 12/20/17 | | Director |
| ROBERT C. NAKASONE | | | | |
| /s/ SUSAN K. NESTEGARD* | | 12/20/17 | | Director |
| SUSAN K. NESTEGARD | | | | |
| /s/ DAKOTA A. PIPPINS* | | 12/20/17 | | Director |
| DAKOTA A. PIPPINS | | | | |
| /s/ CHRISTOPHER J. POLICINSKI* | | 12/20/17 | | Director |
| CHRISTOPHER J. POLICINSKI | | | | |
An excerpt. Shown here: all 2 rewritten, all 0 added and 40 of 57 removed. The counts are complete. For every sentence, read Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES in the FY2018 filing and the FY2017 filing.
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
52 rewritten, 10 added, 13 removed, 47 unchanged
[removed: LIST OF] FINANCIAL STATEMENTS AND [removed: FINANCIAL STATEMENT SCHEDULES][added: SCHEDULES OMITTED]
[removed: HORMEL] [added: HORMEL] FOODS [removed: CORPORATION][added: CORPORATION]
[removed: FINANCIAL STATEMENTS][added: Notes to Consolidated Financial Statements]
The following consolidated financial statements of Hormel Foods Corporation [removed: included in the Annual Stockholders’ Report] for the fiscal year ended October [removed: 29, 2017,] [added: 28, 2018,] are [removed: incorporated herein by reference in Item 8 of Part II] [added: filed as part] of this report:
[removed: Consolidated] [added: Consolidated] Statements of Financial [removed: Position–October 29, 2017,] [added: Position–October 28, 2018,] and October [removed: 30, 2016.][added: 29, 2017.]
[removed: Consolidated] [added: Consolidated] Statements of [removed: Operations–Fiscal] [added: Operations–Fiscal] Years Ended October [added: 28, 2018, October] 29, 2017, [removed: October 30, 2016,] and October [removed: 25, 2015.][added: 30, 2016.]
[removed: Consolidated] [added: Consolidated] Statements of Comprehensive [removed: Income–Fiscal] [added: Income–Fiscal] Years Ended October [added: 28, 2018, October] 29, 2017, [removed: October 30, 2016,] and October [removed: 25, 2015.][added: 30, 2016.]
[removed: Consolidated] [added: Consolidated] Statements of Changes in Shareholders’ [removed: Investment–Fiscal] [added: Investment–Fiscal] Years Ended October [added: 28, 2018, October] 29, 2017, [removed: October 30, 2016,] and October [removed: 25, 2015.][added: 30, 2016.]
[removed: Consolidated] [added: Consolidated] Statements of Cash [removed: Flows–Fiscal] [added: Flows–Fiscal] Years Ended October [added: 28, 2018, October] 29, 2017, [removed: October 30, 2016,] and October [removed: 25, 2015.][added: 30, 2016.]
[removed: Report] [added: Report] of Independent Registered Public Accounting [removed: Firm][added: Firm]
[removed: FINANCIAL] [added: FINANCIAL] STATEMENT [removed: SCHEDULES][added: SCHEDULES]
The following consolidated financial statement schedule of Hormel Foods Corporation required [removed: pursuant to Item 15(c)] is submitted herewith:
[removed: Schedule] [added: SCHEDULE] II – [removed: Valuation and Qualifying Accounts and Reserves…F-3][added: VALUATION AND QUALIFYING ACCOUNTS AND RESERVES]
[removed: SCHEDULE] [added: Schedule] II – [removed: VALUATION AND QUALIFYING ACCOUNTS AND RESERVES][added: Valuation and Qualifying Accounts and Reserves–Fiscal Years Ended October 28, 2018, October 29, 2017, and October 30, 2016.]
[removed: (In Thousands)][added: (In Thousands)]
| | | | | | [added: Additions/(Benefits)] | [removed: Additions/(Benefits)] | | | | | | | | | | | | | | | | [added: |]
| [added: Classification] | | [added: Balance at Beginning of Period] | [removed: Beginning] | | | [added: Charged to Cost and Expenses] | [removed: Costs and] | | | [added: Charged to Other Accounts Describe] | [removed: Other Accounts-] | | | | [removed: Deductions-] [added: Deductions- Describe] | | | | [removed: End of] | [added: Balance at End of Period] | | [added: |]
| Valuation reserve deduction from assets account: | | | | | | | | | | | | | | | | | | | | | | [added: |]
| Fiscal year ended October 29, 2017 [added: Allowance for doubtful accounts receivable] | | | | | | | | | | | | | | | [added: $] | [added: 677] | | [added: (4)] | | | | [added: |]
| [removed: Allowance for doubtful accounts receivable] | [removed: | |] $ | 4,045 | | | $ | 561 | | | $ | 261 [removed: (1)] | | [added: (2)] | [removed: $] | [removed: 677 (56)] [added: (56] | [removed: (2) (3)] | [added: )] | [added: (5) | |] $ | 4,246 | | [added: |]
| Fiscal year ended October 30, 2016 [added: Allowance for doubtful accounts receivable] | | | | | | | | | | | | | | | | | | | | | | [added: |]
| [removed: Allowance for doubtful accounts receivable] | [removed: | |] $ | 4,086 | | | $ | 611 | | | $ | [removed: \-] [added: —] | | | [added: |] $ | 652 [removed: \-] | [removed: (2) (3)] | [added: (4)] | [added: |] $ | 4,045 | | [added: |]
| [added: Fiscal year ended October 28, 2018] Allowance for doubtful accounts receivable | | | [removed: $] | [removed: 4,050] | | | [removed: $] | [removed: (24)] | | [removed: |] $ | [removed: 36 (4)] [added: 10] | | [added: (1)] | [added: |] $ | [removed: 52 (77)] [added: 65] | [removed: (2) (3)] | [added: (4)] | [removed: $] | [removed: 4,086] | | [added: |]
[removed: Note (1) –] [added: (2)] Increase in the reserve due to the inclusion of Fontanini accounts receivable.
[removed: Note (2) –] [added: (4)] Uncollectible accounts written off.
[removed: Note (3) –] [added: (5)] Recoveries on accounts previously written off.
[removed: Note (4) –] [added: (1)] Increase in the reserve due to the inclusion of [removed: Applegate] [added: Columbus] accounts receivable.
[removed: LIST] [added: LIST] OF [removed: EXHIBITS][added: EXHIBITS]
| [removed: NUMBER] [added: NUMBER] | | [removed: DESCRIPTION] [added: DESCRIPTION] OF [removed: DOCUMENT] [added: DOCUMENT] |
| [removed: 3.1(1)] [added: 3.1 (1)] | | [removed: [Restated] [added: Restated] Certificate of Incorporation as amended January 27, 2016. (Incorporated by reference to Exhibit 3.1 to Hormel’s Report on Form 10-K dated December 21, 2016, File No. [removed: 001-02402.)](http://www.sec.gov/Archives/edgar/data/48465/000110465916163147/a16-22026_1ex3d1.htm)] [added: 001-02402.)] |
| [removed: 3.2(1)] [added: 3.2 (1)] | | [removed: [Bylaws] [added: Bylaws] as amended to date. (Incorporated by reference to Exhibit 3(ii) to Hormel’s Report on Form 8-K dated [removed: September 26, 2016,] [added: May 21, 2018,] File No. [removed: 001-02402.)](http://www.sec.gov/Archives/edgar/data/48465/000110465916146991/a16-19153_1ex3dii.htm)] [added: 001-02402.)] |
| [removed: 4.1(1)] [added: 4.1 (1)] | | [removed: [Indenture] [added: Indenture] dated as of April 1, 2011, between the Company and U.S. Bank National Association. (Incorporated by reference to Exhibit 4.3 to Hormel’s Registration Statement on Form S-3 filed on April 4, 2011, File No. [removed: 333-173284.)](http://www.sec.gov/Archives/edgar/data/48465/000104746911003150/a2203190zex-4_3.htm)] [added: 333-173284.)] |
| [removed: 4.2(1)] [added: 4.2 (1)] | | [removed: [Form] [added: Form] of 4.125% Notes due 2021. (Incorporated by reference to Exhibit 4.1 to Hormel’s Current Report on Form 8-K dated April 11, 2011, File No. [removed: 001-02402.)](http://www.sec.gov/Archives/edgar/data/48465/000110465911019539/a11-10052_1ex4d1.htm)] [added: 001-02402.)] |
| [removed: 10.1(1)(3)] [added: 10.1 (1)(3)] | | [removed: [Hormel] [added: Hormel] Foods Corporation Operators’ Shares Incentive Compensation Plan. (Incorporated by reference to Appendix A to Hormel’s definitive Proxy Statement filed on December 19, 2012, File No. [removed: 001-02402.)](http://www.sec.gov/Archives/edgar/data/48465/000110465912085118/a12-29178_1def14a.htm)] [added: 001-02402.)] |
| [removed: 10.2(1)(3)] [added: 10.2 (1)(3)] | | [removed: [Hormel] [added: Hormel] Foods Corporation Supplemental Executive Retirement Plan (2007 Restatement). (Incorporated by reference to Exhibit 10.2 to Hormel’s Current Report on Form 8-K dated November 21, 2011, File No. [removed: 001-02402.)](http://www.sec.gov/Archives/edgar/data/48465/000110465911066332/a11-30454_1ex10d2.htm)] [added: 001-02402.)] |
| [removed: 10.3(1)(3)] [added: 10.3 (1)(3)] | | [removed: [First] [added: First] Amendment of Hormel Foods Corporation Supplemental Executive Retirement Plan (2007 Restatement). (Incorporated by reference to Exhibit 10.3 to Hormel’s Current Report on Form 8-K dated November 21, 2011, File No. [removed: 001-02402.)](http://www.sec.gov/Archives/edgar/data/48465/000110465911066332/a11-30454_1ex10d3.htm)] [added: 001-02402.)] |
| [removed: 10.4(1)(3)] [added: 10.4 (1)(3)] | | [removed: [Second] [added: Second] Amendment of Hormel Foods Corporation Supplemental Executive Retirement Plan (2007 Restatement). (Incorporated by reference to Exhibit 10.4 to Hormel’s Current Report on Form 8-K dated November 21, 2011, File No. [removed: 001-02402.)](http://www.sec.gov/Archives/edgar/data/48465/000110465911066332/a11-30454_1ex10d4.htm)] [added: 001-02402.)] |
| [removed: 10.5(1)(3)] [added: 10.5 (1)(3)] | | [removed: [Third] [added: Third] Amendment of Hormel Foods Corporation Supplemental Executive Retirement Plan (2007 Restatement). (Incorporated by reference to Exhibit 10.5 to Hormel’s Current Report on Form 8-K dated November 21, 2011, File No. [removed: 001-02402.)](http://www.sec.gov/Archives/edgar/data/48465/000110465911066332/a11-30454_1ex10d5.htm)] [added: 001-02402.)] |
| [removed: 10.6(1)(3)] [added: 10.6 (1)(3)] | | [removed: [Hormel] [added: 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. [removed: 001-02402.)](http://www.sec.gov/Archives/edgar/data/48465/000110465906006144/a06-4262_1ex10d1.htm)] [added: 001-02402.)] |
| [removed: 10.7(1)(3)] [added: 10.7 (1)(3)] | | [removed: [Hormel] [added: Hormel] Foods Corporation Executive Deferred Income Plan II (November 21, 2011 Restatement). (Incorporated by reference to Exhibit 10.1 to Hormel’s Current Report on Form 8-K dated November 21, 2011, File No. [removed: 001-02402.)](http://www.sec.gov/Archives/edgar/data/48465/000110465911066332/a11-30454_1ex10d1.htm)] [added: 001-02402.)] |
Report of Management
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| | | | | | | | | | | | | | | | | | | | | | | |
| | $ | 4,246 | | | $ | 79 | | | (262 | | ) | (3) | | (43 | | ) | (5) | | $ | 4,051 | | |
(3) Consolidation of the Fontanini and Columbus reserves.
HORMEL FOODS CORPORATION
| 10.14 (1)(3) | | Hormel Foods Corporation 2018 Incentive Compensation Plan. (Incorporated by reference to Appendix A to Hormel's Definitive Proxy Statement filed on December 20, 2017, File No. 001-02402.) |
| NUMBER | | DESCRIPTION OF DOCUMENT |
| | | |
Notes to Consolidated Financial Statements–October 29, 2017.
FINANCIAL STATEMENTS AND SCHEDULES OMITTED
F-3
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| | | | Balance at | | | | Charged to | | | | Charged to | | | | | | | | Balance at | | |
| Classification | | | of Period | | | | Expenses | | | | Describe | | | | Describe | | | | Period | | |
| | | | | | | | | | | | | | | | | | | | | | |
| Fiscal year ended October 25, 2015 | | | | | | | | | | | | | | | | | | | | | |
| 2.1(2) | | [Purchase Agreement by and among 1492 Acquisition LLC, Columbus Manufacturing, Inc., and Hormel Foods Corporation, dated October 30, 2017. Exhibits and schedules identified in the agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be furnished to the Securities and Exchange Commission upon request.](https://www.sec.gov/Archives/edgar/data/48465/000110465917074227/a17-26513_1ex2d1.htm#EXHIBIT2_1_013605 "Click to goto ") |
LIST OF EXHIBITS (CONTINUED)
| 10.10(1)(3) | | [Hormel Foods Corporation 2009 Nonemployee Director Deferred Stock Plan (Plan Adopted November 24, 2008). (Incorporated by reference to Exhibit 10.2 to Hormel’s Quarterly Report on Form 10-Q for the quarter ended January 25, 2009, File No. 001-02402.)](http://www.sec.gov/Archives/edgar/data/48465/000110465909014968/a09-6928_1ex10d2.htm) |
| 11.1(2) | | [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, 2017.)](https://www.sec.gov/Archives/edgar/data/48465/000110465917074227/a17-26513_1ex13d1.htm#Exhibit13_1_042043 "Click to goto ") |
| 13.1(2) | | [Pages 14 through 70 of the Annual Stockholders’ Report for the fiscal year ended October 29, 2017.](https://www.sec.gov/Archives/edgar/data/48465/000110465917074227/a17-26513_1ex13d1.htm#Exhibit13_1_042043 "Click to goto ") |
An excerpt. Shown here: 40 of 52 rewritten, all 10 added and all 13 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES in the FY2018 filing and the FY2017 filing.
Item 16. FORM 10-K SUMMARY
0 rewritten, 65 added, 0 removed, 0 unchanged
New section this year
Not applicable.
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/ JAMES P. SNEE | December 7, 2018 | |
| | | JAMES P. SNEE, Chairman of the Board, | Date | |
| | | President, Chief Executive Officer, and Director | | |
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/ JAMES P. SNEE | | 11/7/2018 | | Chairman of the Board, President, Chief Executive |
| JAMES P. SNEE | | | | Officer, and Director |
| | | | | (Principal Executive Officer) |
| | | | | |
| /s/ JAMES N. SHEEHAN | | 11/7/2018 | | Senior Vice President and Chief Financial Officer |
| JAMES N. SHEEHAN | | | | (Principal Financial Officer) |
| | | | | |
| /s/ JANA L. HAYNES | | 11/7/2018 | | Vice President and Controller |
| JANA L. HAYNES | | | | (Principal Accounting Officer) |
| | | | | |
| /s/ GARY C. BHOJWANI* | | 11/7/2018 | | Director |
| GARY C. BHOJWANI | | | | |
| | | | | |
| /s/ TERRELL K. CREWS* | | 11/72018 | | Director |
| TERRELL K. CREWS | | | | |
| | | | | |
| /s/ GLENN S. FORBES* | | 11/7/2018 | | Director |
| GLENN S. FORBES | | | | |
| | | | | |
| /s/ STEPHEN M. LACY* | | 11/7/2018 | | Director |
| STEPHEN M. LACY | | | | |
| | | | | |
| /s/ ELSA A. MURANO* | | 11/7/2018 | | Director |
| ELSA A. MURANO | | | | |
An excerpt. Shown here: all 0 rewritten, 40 of 65 added and all 0 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K SUMMARY in the FY2018 filing.