Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

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

 

For the quarterly period ended January 25, 2009

 

or

 

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

 

For the transition period from                                                                        to                                                                                 

 

Commission File Number: 1-2402

 

HORMEL FOODS CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware	41-0319970
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1 Hormel Place
Austin, Minnesota	55912-3680
(Address of principal executive offices)	(Zip Code)

 

(507) 437-5611

(Registrant’s telephone number, including area code)

 

None

(Former name, former address and former fiscal year, if changed since last report)

 

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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   YES  x   NO  o

 

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

Large accelerated filer	x		Accelerated filer  o
Non-accelerated filer	o  (Do not check if a smaller reporting company)		Smaller reporting company  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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class		Outstanding at March 1, 2009
Common Stock		$.0586 par value	134,279,226
Common Stock Non-Voting		$.01 par value	-0-

 

 

Table of Contents

 

TABLE OF CONTENTS

 

PART I — FINANCIAL INFORMATION
Item 1.  Financial Statements
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION — January 25, 2009 and October 26, 2008
CONSOLIDATED STATEMENTS OF OPERATIONS — Three Months Ended January 25, 2009 and January 27, 2008
CONSOLIDATED STATEMENTS OF CASH FLOWS — Three Months Ended January 25, 2009 and January 27, 2008
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
CRITICAL ACCOUNTING POLICIES
RESULTS OF OPERATIONS
Overview
Consolidated Results
Segment Results
Related Party Transactions
LIQUIDITY AND CAPITAL RESOURCES
FORWARD-LOOKING STATEMENTS
Item 3.  Quantitative and Qualitative Disclosures About Market Risk
Item 4.  Controls and Procedures
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Item 1A.  Risk Factors
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
Item 4.  Submission of Matters to a Vote of Security Holders
Item 6.  Exhibits
SIGNATURES

 

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PART I — FINANCIAL INFORMATION

 

Item 1.  Financial Statements

 

HORMEL FOODS CORPORATION

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(In Thousands of Dollars)

 

		January 25,			October 26,
		2009			2008
		(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	264,737		$	154,778
Short-term marketable securities		2,371			0
Accounts receivable		370,130			411,010
Inventories		741,944			784,542
Deferred income taxes		47,347			45,948
Prepaid expenses and other current assets		40,431			41,900
TOTAL CURRENT ASSETS		1,466,960			1,438,178
DEFERRED INCOME TAXES		90,449			89,249
GOODWILL		619,401			619,325
OTHER INTANGIBLES		148,634			151,219
PENSION ASSETS		82,849			91,773
INVESTMENTS IN AND RECEIVABLES FROM AFFILIATES		90,100			93,617
OTHER ASSETS		159,701			155,453
PROPERTY, PLANT AND EQUIPMENT
Land		52,939			52,940
Buildings		668,516			662,519
Equipment		1,303,471			1,275,175
Construction in progress		63,977			78,083
		2,088,903			2,068,717
Less allowance for depreciation		(1,115,966		)	(1,091,060		)
		972,937			977,657
TOTAL ASSETS		$	3,631,031		$	3,616,471

 

See notes to consolidated financial statements

 

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HORMEL FOODS CORPORATION

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(In Thousands of Dollars)

 

		January 25,			October 26,
		2009			2008
		(Unaudited)
LIABILITIES AND SHAREHOLDERS’ INVESTMENT
CURRENT LIABILITIES
Accounts payable		$	310,242		$	378,520
Notes payable/Short-term debt		100,000			100,000
Accrued expenses		92,736			72,192
Accrued workers compensation		28,551			26,825
Accrued marketing expenses		79,269			60,223
Employee compensation		69,080			106,225
Taxes, other than federal income taxes		10,215			6,979
Dividends payable		24,957			24,946
Federal income taxes		37,458			5,323
TOTAL CURRENT LIABILITIES		752,508			781,233
LONG-TERM DEBT—less current maturities		350,000			350,000
PENSION AND POST-RETIREMENT BENEFITS		394,620			386,590
OTHER LONG-TERM LIABILITIES		86,368			91,076
SHAREHOLDERS’ INVESTMENT
Preferred stock, par value $.01 a share—authorized 80,000,000 shares; issued—none
Common stock, non-voting, par value $.01 a share—authorized 200,000,000 shares; issued—none
Common stock, par value $.0586 a share—authorized 400,000,000 shares;  issued 134,232,785 shares January 25, 2009 issued 134,520,581 shares October 26, 2008		7,866			7,883
Accumulated other comprehensive loss		(112,791		)	(113,184		)
Retained earnings		2,152,460			2,112,873
TOTAL SHAREHOLDERS’ INVESTMENT		2,047,535			2,007,572
TOTAL LIABILITIES AND SHAREHOLDERS’ INVESTMENT		$	3,631,031		$	3,616,471

 

See notes to consolidated financial statements

 

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HORMEL FOODS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands of Dollars, Except Per Share Amounts)

(Unaudited)

 

		Three Months Ended
		January 25,  2009			January 27, 2008*
Net sales		$	1,689,086		$	1,621,165
Cost of products sold		1,416,771			1,328,474
GROSS PROFIT		272,315			292,691
Selling, general and administrative		142,525			144,091
Equity in earnings of affiliates		(96		)	2,369
OPERATING INCOME		129,694			150,969
Other income and expense:
Interest and investment income (loss)		2,391			(4,938		)
Interest expense		(7,455		)	(6,720		)
EARNINGS BEFORE INCOME TAXES		124,630			139,311
Provision for income taxes		43,247			51,130
NET EARNINGS		$	81,383		$	88,181
NET EARNINGS PER SHARE:
BASIC		$	0.61		$	0.65
DILUTED		$	0.60		$	0.64
WEIGHTED-AVERAGE SHARES OUTSTANDING:
BASIC		134,377			135,706
DILUTED		135,163			137,666
DIVIDENDS DECLARED PER SHARE:		$	0.190		$	0.185

 

* Includes retrospective reclassification of shipping and handling expenses to cost of products sold from selling, general and administrative (See Note A).

 

See notes to consolidated financial statements

 

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HORMEL FOODS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

 (In Thousands of Dollars)

(Unaudited)

 

		Three Months Ended
		January 25, 2009			January 27, 2008
OPERATING ACTIVITIES
Net earnings		$	81,383		$	88,181
Adjustments to reconcile to net cash provided by operating activities:
Depreciation		28,448			29,812
Amortization of intangibles		2,585			3,248
Equity in earnings of affiliates		(698		)	(2,999		)
Provision for deferred income taxes		(4,478		)	(7,885		)
Loss on property/equipment sales and plant facilities		191			529
Non-cash investment activities		(1,299		)	6,412
Changes in operating assets and liabilities, net of acquisitions:
Decrease in accounts receivable		40,880			21,138
Decrease in inventories, prepaid expenses, and other current assets		44,012			9,119
Decrease (Increase) in pension assets		1,214			(395		)
(Decrease) Increase in accounts payable, accrued expenses, and pension and post-retirement benefits		(24,393		)	8,658
Other		3,545			1,107
NET CASH PROVIDED BY OPERATING ACTIVITIES		171,390			156,925
INVESTING ACTIVITIES
Sale of available-for-sale securities		3,899			107,409
Purchase of available-for-sale securities		(2,371		)	(155,208		)
Acquisitions of businesses/intangibles		(543		)	(1,013		)
Purchases of property/equipment		(25,525		)	(31,895		)
Proceeds from sales of property/equipment		1,606			698
(Increase) Decrease in investments, equity in affiliates, and other assets		(4,075		)	7,920
NET CASH USED IN INVESTING ACTIVITIES		(27,009		)	(72,089		)
FINANCING ACTIVITIES
Principal payments on short-term debt		0			(70,000		)
Principal payments on long-term debt		0			(54		)
Dividends paid on common stock		(24,877		)	(20,346		)
Share repurchase		(10,375		)	(14,162		)
Other		830			14,211
NET CASH USED IN FINANCING ACTIVITIES		(34,422		)	(90,351		)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		109,959			(5,515		)
Cash and cash equivalents at beginning of year		154,778			149,749
CASH AND CASH EQUIVALENTS AT END OF QUARTER		$	264,737		$	144,234

 

See notes to consolidated financial statements

 

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HORMEL FOODS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (In Thousands of Dollars, Except Per Share Amounts)

(Unaudited)

 

NOTE A                  GENERAL

 

Basis of Presentation

 

The accompanying unaudited consolidated financial statements of Hormel Foods Corporation (the Company) have been prepared in accordance with generally accepted accounting principles for interim financial information, and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.  Operating results for the interim period are not necessarily indicative of the results that may be expected for the full year.  The balance sheet at October 26, 2008, has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  For further information, refer to the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 26, 2008.

 

Certain reclassifications of previously reported amounts have been made to conform to the current year presentation.  The reclassifications had no impact on net earnings as previously reported.

 

Change in Accounting Principle

 

In the first quarter of fiscal 2009, the Company changed its method of accounting for shipping and handling expenses and reclassified them from selling, general and administrative to cost of products sold.  This presentation is preferable because the inclusion of shipping and handling expenses in cost of products sold better reflects the cost of producing and distributing the Company’s products.  It also enhances the comparability of the financial statements with many of our industry peers.  As required by U.S. generally accepted accounting principles, the change has been reflected in the Consolidated Statements of Operations through retrospective application of the change in accounting principle.  The change resulted in a decrease in selling, general and administrative (and a corresponding increase in cost of products sold) for fiscal years 2008, 2007, and 2006 of $459,818, $411,726, and $409,487, respectively.  For the first quarter of fiscal 2008, the reclassification totaled $109,328.  The change did not impact net earnings or net earnings per share as previously reported.

 

Guarantees

 

The Company enters into various agreements guaranteeing specified obligations of affiliated parties.  The Company’s guarantees either terminate in one year or remain in place until such time as the Company revokes the agreement.  The Company currently provides a revocable standby letter of credit for obligations of an affiliated party that may arise under worker compensation claims.  This guarantee provided by the Company amounted to $2,390 as of January 25, 2009, and is not reflected in the Company’s Consolidated Statements of Financial Position.

 

The Company has also guaranteed a $9,000 loan of an independent farm operator.  The loan arose to provide financing to develop a hog growing operation on a tract of land in Arizona, and the term of the loan runs through November 2023.  Approximately $2,900 of the loan proceeds have been spent to date, with the remaining $6,100 being held in an escrow account.  The Company is obligated to make payments if the farm operator fails to do so, and the Company has made immaterial payments in fiscal 2008 and 2009.  As there is no current intention to spend additional funds on this project, the Company estimates its maximum liability remaining under this guarantee to be approximately $2,600 plus interest.  The portion of the potential obligation currently held in escrow does not represent a risk to the Company and is therefore not reflected in the Company’s Consolidated Statements of Financial Position.

 

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New Accounting Pronouncements

 

In March 2008, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (SFAS 161).  The pronouncement amends and expands the disclosure requirements previously required by SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.”  This statement requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements.  SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged.  The Company will adopt SFAS 161 in the second quarter of fiscal 2009, and adoption will not impact consolidated net earnings, cash flows, or financial position.

 

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (SFAS 141(R)).  The pronouncement establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree, recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase, and determines what information to disclose to enable the users of the financial statements to evaluate the nature and financial effects of the business combination.  SFAS 141(R) is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.  Generally, the effect of SFAS 141(R) will depend on future acquisitions.  However, the accounting for any tax uncertainties will be subject to the provisions of SFAS 141(R).  The Company will adopt SFAS 141(R) at the beginning of fiscal 2010, and is currently assessing the impact of adopting this accounting standard.

 

In December 2007, the FASB also issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51” (SFAS 160).  The pronouncement establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary.  It also amends certain of Accounting Research Bulletin No. 51’s consolidation procedures for consistency with the requirements of SFAS 141(R).  SFAS 160 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years.  The Company will adopt SFAS 160 at the beginning of fiscal 2010, and is currently assessing the impact of adopting this accounting standard.

 

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (SFAS 159).  The pronouncement permits entities to choose to measure many financial instruments and certain other items at fair value, which provides the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently, without having to apply complex hedge accounting provisions.  SFAS 159 was effective for fiscal years beginning after November 15, 2007, and therefore, the Company adopted SFAS 159 at the beginning of fiscal 2009.  The adoption of SFAS 159 did not impact consolidated net earnings, cash flows, or financial position, as the Company did not elect the fair value option.

 

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (SFAS 157).  The pronouncement defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.  SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements, and does not require any new fair value measurements.  SFAS 157 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.  However, in February 2008, the FASB also issued FASB Staff Position FAS 157-2 (FSP 157-2), which delayed the effective date of SFAS 157 by one year for nonfinancial assets and liabilities measured at fair value that are recognized or disclosed on a nonrecurring basis (e.g. goodwill, intangible assets, and long-lived assets measured at fair value for impairment testing or nonfinancial assets and liabilities initially measured at fair value during a business combination).  Therefore, the Company adopted SFAS 157 at the beginning of fiscal 2009 for its financial assets and liabilities.  Adoption did not impact net earnings, cash flows, or financial position, but resulted in additional disclosures. (See further discussion in Note I.)  Subject to the deferral allowed by FSP 157-2, the Company will apply the provisions of SFAS 157 to its nonfinancial assets and liabilities in fiscal 2010, and is currently assessing the impact of this adoption.

 

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In September 2006, the FASB also issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of FASB Statements No. 87, 88, 106, and 132(R).”  The pronouncement requires the funded status of a plan, measured as the difference between the fair value of plan assets and the benefit obligations, be recognized on a plan sponsor’s statement of financial position.  It also requires gains or losses that arise during the plan year to be recognized as a component of other comprehensive income to the extent they are not recognized in net periodic benefit cost during the year.  These provisions were effective for fiscal years ending after December 15, 2006, and therefore the Company adopted the required provisions of this statement for the fiscal 2007 year end.  For fiscal years ending after December 15, 2008, the pronouncement further requires plan sponsors to measure defined benefit plan assets and obligations as of the date of the plan sponsor’s fiscal year end statement of financial position.  The Company adopted these measurement date provisions at the beginning of fiscal 2009, and elected to use the 15 month alternative measurement approach as an August 1 measurement date had previously been used.  The Company recognized an $11,793 decrease in retained earnings, an $8,416 increase in pension and post-retirement benefits, a $1,459 decrease in accumulated other comprehensive loss, a $1,006 decrease in pension assets, and a $912 increase in deferred tax liabilities, upon adoption.

 

NOTE B                                                   ACQUISITIONS

 

On June 13, 2008, the Company purchased Boca Grande Foods, Inc. (Boca Grande) for a preliminary purchase price of $23,324 cash, including related costs.  Boca Grande manufactures, sells, and distributes liquid portion products, and operates a facility in Duluth, Georgia.  This acquisition provides additional capacity, production capabilities, and customers for liquid portion products for Diamond Crystal Brands within the Specialty Foods segment.  The purchase price is preliminary pending final working capital valuations.

 

Operating results for Boca Grande are included in the Company’s Consolidated Statements of Operations from the date of acquisition.  Pro forma results are not presented, as the acquisition is not material to the consolidated Company.

 

NOTE C                                                   STOCK-BASED COMPENSATION

 

The Company has stock incentive plans for employees and non-employee directors, including stock options and nonvested shares.  The Company’s policy is to grant options with the exercise price equal to the market price of the common stock on the date of grant.  Ordinary options vest over periods ranging from six months to four years and expire ten years after the grant date.  The Company recognizes stock-based compensation expense ratably over the shorter of the requisite service period or vesting period.  The fair value of stock-based compensation granted to retirement-eligible individuals is expensed at the time of grant.

 

A reconciliation of the number of options outstanding and exercisable (in thousands) as of January 25, 2009, and changes during the quarter then ended, is as follows:

 

		Shares		Weighted- Average Exercise Price			Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at October 26, 2008		10,735		$	31.04
Granted		918		25.26
Exercised		(103	)	16.31
Forfeited		(25	)	37.41
Outstanding at January 25, 2009		11,525		$	30.70		6.3 years		$	32,002
Exercisable at January 25, 2009		7,426		$	28.23		5.0 years		$	27,238

 

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The weighted-average grant date fair value of stock options granted, and the total intrinsic value of options exercised during the first quarter of fiscal years 2009 and 2008, is as follows:

 

		Three Months Ended
		January 25, 2009			January 27, 2008
Weighted-average grant date fair value		$	5.48		$	10.40
Intrinsic value of exercised options		$	1,300		$	13,695

 

The fair value of each ordinary option award was calculated on the date of grant using the Black-Scholes valuation model utilizing the following weighted-average assumptions.

 

		Three Months Ended
		January 25, 2009		January 27, 2008
Risk-Free Interest Rate		3.2	%	4.0	%
Dividend Yield		2.5	%	1.8	%
Stock Price Volatility		22.0	%	21.0	%
Expected Option Life		8 years		8 years

 

As part of the annual valuation process, the Company reassesses the appropriateness of the inputs used in the valuation models.  The Company establishes the risk-free interest rate using stripped U.S. Treasury yields as of the grant date where the remaining term is approximately the expected life of the option.  The dividend yield is set based on the Company’s targeted dividend yield.  The expected volatility assumption is set based primarily on historical volatility.  As a reasonableness test, implied volatility from exchange traded options is also examined to validate the volatility range obtained from the historical analysis.  The expected life assumption is set based on an analysis of past exercise behavior by option holders.  In performing the valuations for ordinary options grants, the Company has not stratified option holders as exercise behavior has historically been consistent across all employee groups.

 

The Company’s nonvested shares vest after five years or upon retirement.  As of January 25, 2009, there were 77 thousand nonvested shares outstanding with a weighted-average grant date fair value of $35.73 per share.  There was no material change in the balance of nonvested shares outstanding during the quarter ended January 25, 2009.

 

Stock-based compensation expense, along with the related income tax benefit, for the first three months of fiscal years 2009 and 2008 is presented in the table below.

 

		Three Months Ended
		January 25, 2009			January 27, 2008
Stock-based compensation expense recognized		$	4,050		$	6,345
Income tax benefit recognized		(1,558		)	(2,423		)
After-tax stock-based compensation expense		$	2,492		$	3,922

 

At January 25, 2009, there was $17,878 of total unrecognized compensation expense from stock-based compensation arrangements granted under the plans.  This compensation is expected to be recognized over a weighted-average period of approximately 2.7 years.  During the quarter ended January 25, 2009, cash received from stock option exercises was $1,117 compared to $8,750 for the quarter ended January 27, 2008.  The total tax benefit to be realized for tax deductions from these option exercises for the quarter ended January 25, 2009, was $500 compared to $5,230 in the comparable period of fiscal 2008.  The amounts reported for tax deductions for option exercises in the quarter ended January 25, 2009, include $500 of excess tax benefits compared to $4,969 of excess tax benefits last year, which are included in “Other” under financing activities on the Consolidated Statements of Cash Flows (with an offsetting amount in other operating activities).

 

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Shares issued for option exercises and nonvested shares may be either authorized but unissued shares, or shares of treasury stock acquired in the open market or otherwise.

 

NOTE D                                                   GOODWILL AND INTANGIBLE ASSETS

 

The changes in the carrying amount of goodwill for the three months ended January 25, 2009, are presented in the table below.  Additions and adjustments during fiscal 2009 primarily relate to the Boca Grande acquisition.

 

		Grocery Products			Refrigerated Foods			JOTS			Specialty Foods			All Other			Total
Balance as of October 26, 2008		$	123,316		$	85,537		$	203,214		$	206,584		$	674		$	619,325
Goodwill acquired		0			2			0			19			0			21
Purchase adjustments		0			0			0			55			0			55
Balance as of January 25, 2009		$	123,316		$	85,539		$	203,214		$	206,658		$	674		$	619,401

 

The gross carrying amount and accumulated amortization for definite-lived intangible assets are presented below.

 

		January 25, 2009						October 26, 2008
		Gross Carrying Amount			Accumulated Amortization			Gross Carrying Amount			Accumulated Amortization
Proprietary software & technology		$	23,800		$	(9,305	)	$	24,200		$	(8,986	)
Customer lists/relationships		19,678			(6,101		)	21,078			(6,936		)
Formulas & recipes		17,104			(8,379		)	20,604			(11,405		)
Non-compete covenants		7,020			(4,040		)	20,120			(16,734		)
Distribution network		4,120			(2,230		)	4,120			(2,127		)
Other intangibles		7,230			(2,657		)	8,630			(3,829		)
Total		$	78,952		$	(32,712	)	$	98,752		$	(50,017	)

 

Amortization expense was $2,585 for the three months ended January 25, 2009, compared to $3,248 for the three months ended January 27, 2008.

 

Estimated annual amortization expense for the five fiscal years after October 26, 2008, is as follows:

 

2009		$	10,299
2010		9,199
2011		7,681
2012		7,124
2013		6,071

 

The carrying amounts for indefinite-lived intangible assets are presented below.

 

		January 25, 2009			October 26, 2008
Brands/tradenames/trademarks		$	94,410		$	94,500
Other intangibles		7,984			7,984
Total		$	102,394		$	102,484

 

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NOTE E                                                     EARNINGS PER SHARE DATA

 

The following table sets forth the denominator for the computation of basic and diluted earnings per share:

 

		Three Months Ended
		January 25, 2009		January 27, 2008
Basic weighted-average shares outstanding		134,377		135,706
Dilutive potential common shares		786		1,960
Diluted weighted-average shares outstanding		135,163		137,666

 

NOTE F                                                     COMPREHENSIVE INCOME

 

Components of comprehensive income, net of taxes, are:

 

		Three Months Ended
		January 25, 2009			January 27, 2008
Net earnings		$	81,383		$	88,181
Other comprehensive (loss) income:
Deferred gain on hedging		4,594			21,865
Reclassification adjustment into net earnings		506			224
Foreign currency translation		(2,234		)	4,781
Pension and post-retirement benefits		(3,932		)	2,143
Other comprehensive (loss) income		(1,066		)	29,013
Total comprehensive income		$	80,317		$	117,194

 

NOTE G                                                   INVENTORIES

 

Principal components of inventories are:

 

		January 25, 2009			October 26, 2008
Finished products		$	401,815		$	431,095
Raw materials and work-in-process		200,682			215,353
Materials and supplies		139,447			138,094
Total		$	741,944		$	784,542

 

NOTE H                                                   DERIVATIVES AND HEDGING

 

The Company uses hedging programs to manage price risk associated with commodity purchases and foreign currency transactions.  These programs utilize futures contracts and swaps to manage the Company’s exposure to price fluctuations in the commodities markets and fluctuations in foreign currencies.  The Company has determined its hedge programs to be highly effective in offsetting the changes in fair value or cash flows generated by the items hedged.

 

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Cash Flow Hedge:   The Company utilizes corn and soybean meal futures to offset the price fluctuation in the Company’s future direct grain purchases, and has entered into various NYMEX-based swaps to hedge the purchases of grain and natural gas at certain plant locations.  The Company may also utilize currency futures contracts to reduce its exposure to fluctuations in foreign currencies for certain foreign-denominated transactions.  The financial instruments are designated and accounted for as cash flow hedges, and the Company measures the effectiveness of the hedges on a regular basis.  Effective gains or losses related to these cash flow hedges are reported as other comprehensive loss and reclassified into earnings, through cost of products sold (commodity positions) or net sales (currency futures), in the period or periods in which the hedged transactions affect earnings.  The Company typically does not hedge its grain and currency exposure beyond 24 months and its natural gas exposure beyond 36 months.

 

As of January 25, 2009, the Company has included in accumulated other comprehensive loss, hedging losses of $35,551 (net of tax) relating to its positions.  The Company expects to recognize the majority of these losses over the next 12 months.  Losses in the amount of $825, before tax, were reclassified into earnings in the three months ending January 25, 2009, compared to losses of $366, before tax, in the three months ended January 27, 2008.  There were no gains or losses reclassified into earnings as a result of the discontinuance of cash flow hedges.

 

Fair Value Hedge:  The Company utilizes futures to minimize the price risk assumed when forward priced contracts are offered to the Company’s commodity suppliers.  The intent of the program is to make the forward priced commodities cost nearly the same as cash market purchases at the date of delivery.

 

The futures contracts are designated and accounted for as fair value hedges, and the Company measures the effectiveness of the hedges on a regular basis.  Changes in the fair value of the futures contracts, along with the gain or loss on the hedged purchase commitment, are marked-to-market through earnings and are recorded on the Consolidated Statement of Financial Position as a current asset and liability, respectively.  Gains or losses related to these fair value hedges are recognized through cost of products sold in the period or periods in which the hedged transactions affect earnings.

 

As of January 25, 2009, the fair value of the Company’s open futures contracts included on the Consolidated Statement of Financial Position was $19,713.  Gains on closed futures contracts in the amount of $19,769, before tax, were recognized in earnings during the three months ended January 25, 2009, compared to gains of $4,450, before tax, in the same period of fiscal 2008.  There were no gains or losses recognized into earnings as a result of a hedged firm commitment no longer qualifying as a fair value hedge.

 

Other:  During the first quarter of fiscal 2009, the Company held certain futures contract positions as part of a merchandising program.  The Company has not applied hedge accounting to these positions.  During the three months ended January 25, 2009, the Company recorded a gain of $273 through cost of products sold to record these contracts at their fair value.

 

NOTE I                                                        FAIR VALUE MEASUREMENTS

 

Effective at the beginning of fiscal 2009, the Company adopted the provisions of SFAS 157, “Fair Value Measurements” (SFAS 157) for its financial assets and liabilities carried at fair value on a recurring basis in the consolidated financial statements.  Per discussion in Note A, the FASB allowed deferral of the effective date of SFAS 157 for one year for nonfinancial assets and liabilities measured at fair value that are recognized or disclosed on a nonrecurring basis.  SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

 

SFAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price).  SFAS 157 also establishes a fair value hierarchy which requires assets and liabilities measured at fair value to be categorized into one of three levels based on the inputs used in the valuation.  Assets and liabilities are classified in their entirety based on the lowest level of input significant to the fair value measurement.  The three levels are defined as follows:

 

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Level 1:    Observable inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

Level 2:    Observable inputs, other than those included in Level 1, based on quoted prices for similar assets and liabilities in active markets, or quoted prices for identical assets and liabilities in inactive markets.

 

Level 3:   Unobservable inputs that reflect an entity’s own assumptions about what inputs a market participant would use in pricing the asset or liability based on the best information available in the circumstances.

 

The Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of January 25, 2009, and their level within the fair value hierarchy, are presented in the table below.

 

		Fair Value Measurements at January 25, 2009
		Fair Value at January 25, 2009			Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Assets at Fair Value:
Cash equivalents (1)		$	180,558		$	180,558		$	—		$	—
Short-term marketable securities (2)		2,371			2,371			—			—
Trading Securities (3)		90,235			90,235			—			—
Commodity Derivatives (4)		14,944			14,944			—			—
Total Assets at Fair Value		$	288,108		$	288,108		$	—		$	—
Liabilities at Fair Value:
Commodity Derivatives (4)		$	25,248		$	3,003		$	22,245		$	—
Deferred Compensation (3)		34,160			8,014			26,146			—
Total Liabilities at Fair Value		$	59,408		$	11,017		$	48,391		$	—

 

The following methods and assumptions were used to estimate the fair value of the financial assets and liabilities above:

(1)            The Company’s cash equivalents consist of money market funds rated AAA.  As these investments have a maturity date of three months or less, the carrying value approximates fair value.

(2)            The Company’s short-term marketable securities consist of State of Minnesota housing finance bonds.  These securities are valued based on quoted market prices in an active market.

(3)            The Company holds trading securities as part of a rabbi trust to fund certain supplemental executive retirement plans and deferred income plans.  The rabbi trust is included in other assets on the Consolidated Statements of Financial Position and is valued based on the underlying fair value of each fund held by the trust.  The funds held are all managed by a third party, and include fixed income funds, equity securities, money market accounts, or other portfolios for which there is an active quoted market.  Therefore, these securities are classified as Level 1.  The related deferred compensation liabilities are included in other long term liabilities on the Consolidated Statements of Financial Position and are valued based on the underlying investment selections held in each participant’s account.  Investment options generally mirror those funds held by the rabbi trust, for which there is an active quoted market.  Therefore, these investment balances are classified as Level 1.  The Company also offers a fixed rate investment option to participants.  The rate earned on these investments is adjusted annually based on a specified percentage of the I.R.S. Applicable Federal Rates in effect, and therefore, these balances are classified as Level 2.

 

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(4)            The Company’s commodity derivatives represent futures contracts and swaps used in its hedging programs to offset price fluctuations associated with purchases of corn, soybean meal, and natural gas, and to minimize the price risk assumed when forward priced contracts are offered to the Company’s commodity suppliers.  The Company’s futures contracts for corn and soybean meal are traded on the Chicago Board of Trade (CBOT), while futures contracts for lean hogs and bellies are traded on the Chicago Mercantile Exchange.  These are active markets with quoted prices available, and therefore, the futures contracts are classified as Level 1.  The Company’s corn and soybean meal swaps settle based on quoted prices from the CBOT, while natural gas swaps are settled based on quoted prices from the New York Mercantile Exchange.  As the swaps settle based on quoted market prices, but are not held directly with the exchange, the swaps are classified as Level 2.  All derivatives are reviewed for potential credit risk and risk of nonperformance.  In accordance with FASB Staff Position FIN No. 39-1, the Company nets its derivative assets and liabilities, including cash collateral, when a master netting arrangement exists between the Company and the counterparty to the derivative contract.  The net balance for each arrangement is included in prepaid expenses and other current assets or accounts payable, as appropriate, in the Consolidated Statements of Financial Position.  As of January 25, 2009, the Company had recognized the right to reclaim cash collateral of $6,240 from, and the obligation to return cash collateral of $20,677 to, various counterparties.

 

NOTE J                 PENSION AND OTHER POST-RETIREMENT BENEFITS

 

Net periodic benefit cost for pension and other post-retirement benefit plans consists of the following:

 

		Pension Benefits						Post-retirement Benefits
		Three Months Ended						Three Months Ended
		January 25, 2009			January 27, 2008			January 25, 2009			January 27, 2008
Service cost		$	4,503		$	4,983		$	552		$	682
Interest cost		11,818			11,257			5,583			5,650
Expected return on plan assets		(13,074		)	(14,147		)
Amortization of prior service cost		(146		)	(38		)	1,376			1,454
Recognized actuarial loss		1,331			1,316			(210		)	736
Settlement charge		4,219
Net periodic cost		$	8,651		$	3,371		$	7,301		$	8,522

 

The $4,219 charge recognized in the first quarter of fiscal 2009 represents partial settlements on non-qualified pension plans resulting from executive retirements.

 

NOTE K                  INCOME TAXES

 

The Company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” an interpretation of FASB Statement No. 109 (FIN 48) at the beginning of fiscal 2008, on October 29, 2007.  The amount of unrecognized tax benefits, including interest and penalties, at January 25, 2009, recorded in other long-term liabilities was $38,756, of which $25,271 would impact the Company’s effective tax rate if recognized.  The Company includes accrued interest and penalties related to uncertain tax positions in income tax expense, with $585 included in expense in the first quarter of fiscal 2009.  The amount of accrued interest and penalties at January 25, 2009, associated with unrecognized tax benefits was $9,655.

 

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The Company is regularly audited by federal and state taxing authorities.  During fiscal year 2007, the United States Internal Revenue Service (I.R.S.) concluded its examination of the Company’s consolidated federal income tax returns for the fiscal years through 2005.  The Company is currently under examination by the I.R.S. for the fiscal years 2006 and 2007.  The Company is in various stages of audit by several state taxing authorities on a variety of fiscal years, as far back as 1996.  While it is reasonably possible that one or more of these audits may be completed within the next 12 months and that the related unrecognized tax benefits may change, based on the status of the examinations it is not possible to reasonably estimate the effect of any amount of such change to previously recorded uncertain tax positions.

 

NOTE L                  SEGMENT OPERATING RESULTS

 

The Company develops, processes, and distributes a wide array of food products in a variety of markets.  Under the criteria set forth by SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information,” the Company reports its results in the following five segments: Grocery Products, Refrigerated Foods, Jennie-O Turkey Store, Specialty Foods, and All Other.

 

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

 

The Refrigerated Foods segment includes the Hormel Refrigerated, Farmer John, Burke Corporation, and Dan’s Prize operating segments.  This segment consists primarily of the processing, marketing, and sale of branded and unbranded pork and beef products for retail, foodservice, and fresh product customers.  Results for the Hormel Refrigerated operating segment include the Precept Foods business which offers a variety of case-ready beef and pork products to retail customers.  Precept Foods, LLC, is a 51 percent owned joint venture between Hormel Foods Corporation and Cargill Meat Solutions Corporation, a wholly-owned subsidiary of Cargill, Incorporated.

 

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

 

The Specialty Foods segment includes the Diamond Crystal Brands, Century Foods International, and Hormel Specialty Products operating segments.  This segment consists of the packaging and sale of various sugar and sugar substitute products, salt and pepper products, liquid portion products, dessert mixes, ready-to-drink products, gelatin products, and private label canned meats to retail and foodservice customers.  This segment also includes the processing, marketing, and sale of nutritional food products and supplements to hospitals, nursing homes, and other marketers of nutritional products.

 

The All Other segment includes the Hormel Foods International operating segment, which manufactures, markets, and sells Company products internationally.  This segment also includes various miscellaneous corporate sales.

 

Intersegment sales are recorded at prices that approximate cost and are eliminated in the Consolidated Statements of Operations.  Equity in earnings of affiliates is included in segment profit; however, the Company does not allocate investment income, interest expense, and interest income to its segments when measuring performance.  The Company also retains various other income and unallocated expenses at corporate.  These items are included below as net interest and investment income and general corporate expense when reconciling to earnings before income taxes.

 

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Sales and operating profits for each of the Company’s business segments and reconciliation to earnings before income taxes are set forth below.  The Company is an integrated enterprise, characterized by substantial intersegment cooperation, cost allocations, and sharing of assets.  Therefore, the Company does not represent that these segments, if operated independently, would report the operating profit and other financial information shown below.

 

		Three Months Ended
		January 25, 2009			January 27, 2008
Net Sales to Unaffiliated Customers
Grocery Products		$	241,943		$	227,415
Refrigerated Foods		897,424			857,460
Jennie-O Turkey Store		305,039			291,449
Specialty Foods		178,890			188,787
All Other		65,790			56,054
Total		$	1,689,086		$	1,621,165
Intersegment Sales
Grocery Products		$	0		$	0
Refrigerated Foods		2,170			865
Jennie-O Turkey Store		21,519			21,811
Specialty Foods		78			95
All Other		0			0
Total		$	23,767		$	22,771
Intersegment elimination		(23,767		)	(22,771		)
Total		$	0		$	0
Net Sales
Grocery Products		$	241,943		$	227,415
Refrigerated Foods		899,594			858,325
Jennie-O Turkey Store		326,558			313,260
Specialty Foods		178,968			188,882
All Other		65,790			56,054
Intersegment elimination		(23,767		)	(22,771		)
Total		$	1,689,086		$	1,621,165
Segment Operating Profit
Grocery Products		$	39,635		$	36,369
Refrigerated Foods		45,745			62,806
Jennie-O Turkey Store		29,249			34,804
Specialty Foods		15,317			18,293
All Other		8,245			9,025
Total segment operating profit		$	138,191		$	161,297
Net interest and investment income		(5,064		)	(11,658		)
General corporate expense		(8,497		)	(10,328		)
Earnings before income taxes		$	124,630		$	139,311

 

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (In Thousands of Dollars, Except Per Share Amounts)

 

CRITICAL ACCOUNTING POLICIES

 

There have been no material changes in the Company’s Critical Accounting Policies, as disclosed in its Annual Report on Form 10-K for the year ended October 26, 2008.

 

RESULTS OF OPERATIONS

 

Overview

 

The Company is a processor of branded and unbranded food products for retail, foodservice, and fresh product customers.  It operates in five segments as described in Note L of the Notes to Consolidated Financial Statements in this Form 10-Q.

 

The Company earned $.60 per diluted share in the first quarter of fiscal 2009, compared to $.64 per diluted share in the first quarter of fiscal 2008.  Significant factors impacting the quarter were:

 

·       Net sales growth was reported by four of the five reporting segments of the Company.

·       Grocery Products reported a strong quarter driven by increased sales of core product lines.

·       Refrigerated Foods segment profit declined substantially as a decline in the spread between hog costs and primal values reduced pork operating margins.

·       Jennie-O Turkey Store segment profit decreased significantly due to continued higher input costs and weak commodity meat markets during the quarter.

·       Competitive and economic conditions resulted in lower segment profit results for Specialty Foods.

·       All Other segment profits declined as strong export sales were unable to offset weaker results from joint venture operations and foreign currency effects.

 

Consolidated Results

 

Net earnings for the first quarter of fiscal 2009 decreased 7.7 percent to $81,383 compared to $88,181 in the same quarter of 2008.  Diluted earnings per share for the quarter decreased to $.60 from $.64 last year.

 

Net sales for the first quarter of fiscal 2009 increased 4.2 percent to $1,689,086 from $1,621,165 in 2008.  Tonnage decreased 1.1 percent to 1,168 million lbs. for the first quarter compared to 1,181 million lbs. in the same quarter of last year.  The recent economic recession had a mixed effect on the Company’s net sales results.  Sales have increased for many of our core retail products, but we saw softer demand for some of our convenience items and decreased sales in our foodservice businesses.  The tonnage decrease for the quarter reflects these trends, as well as a decline in commodity meat sales.  Pricing advances taken in the latter half of fiscal 2008 provided some top-line benefit for the quarter and offset a portion of the tonnage reduction.

 

Gross profit for the first quarter of fiscal 2009 was $272,315 compared to $292,691 for the same quarter last year.  Gross profit as a percentage of net sales decreased to 16.1 percent for the first quarter of fiscal 2009 from 18.1 percent in the same quarter of 2008.  Unusually weak cutout results in our pork operations caused a substantial decrease in margins during the quarter, which could not be fully offset by our value-added business units.  Margins for our Jennie-O Turkey Store segment also remained below the prior year due to continued higher input costs and weak commodity meat markets resulting from an industry oversupply.  These conditions are expected to continue into the second quarter.  However, the Company expects to see some rebalancing of supply and demand in the latter half of the fiscal year, which should improve gross profit results.

 

Selling, general and administrative expenses for the first quarter of fiscal 2009 were $142,525 compared to $144,091 in the prior year.   Selling, general and administrative expenses as a percentage of net sales decreased to 8.4 percent for the first quarter of fiscal 2009 compared to 8.9 percent in the comparable period of 2008.  Brokerage, stock option expense, and other compensation related expenses decreased compared to the prior

 

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year, more than offsetting an increase in pension and insurance expenses resulting from executive retirements.  The Company’s advertising expenses also contributed to this decrease, declining slightly from the prior year first quarter.  The Company expects selling, general and administrative expenses to be approximately 9.0 percent of net sales for the remainder of the fiscal year due to continuing media campaigns to support the Company’s key brands.

 

Equity in earnings of affiliates was $(96) for the first quarter of fiscal 2009 compared to $2,369 last year.  The decline for the quarter was primarily due to lower results from the Company’s 40 percent owned Philippine joint venture, Purefoods-Hormel Company, due to a change in sales mix to lower margin products and increased expenses.  Minority interests in the Company’s consolidated investments are also reflected in these figures, resulting in an immaterial decrease in earnings compared to the prior year.

 

The effective tax rate for the first quarter of fiscal 2009 was 34.7 percent compared to 36.7 percent for the comparable period of fiscal 2008.  The lower rate for the first quarter is primarily due to gains on the Company’s rabbi trust, which are not taxable, compared to losses incurred in the first quarter of fiscal 2008.  An increase in interest reserves as a result of the adoption of FIN 48 and net unfavorable discrete items in the first quarter of fiscal 2008 also contributed to the higher rate in the prior year.  The Company expects a full-year effective tax rate between 36.0 and 37.0 percent for fiscal 2009.

 

Segment Results

 

Net sales and operating profits for each of the Company’s segments are set forth below.  The Company is an integrated enterprise, characterized by substantial intersegment cooperation, cost allocations, and sharing of assets.  Therefore, the Company does not represent that these segments, if operated independently, would report the operating profit and other financial information shown below.  Additional segment financial information can be found in Note L of the Notes to Consolidated Financial Statements in this Form 10-Q.

 

		Three Months Ended
		January 25, 2009			January 27, 2008			% Change
Net Sales
Grocery Products		$	241,943		$	227,415		6.4
Refrigerated Foods		897,424			857,460			4.7
Jennie-O Turkey Store		305,039			291,449			4.7
Specialty Foods		178,890			188,787			(5.2	)
All Other		65,790			56,054			17.4
Total		$	1,689,086		$	1,621,165		4.2
Segment Operating Profit
Grocery Products		$	39,635		$	36,369		9.0
Refrigerated Foods		45,745			62,806			(27.2	)
Jennie-O Turkey Store		29,249			34,804			(16.0	)
Specialty Foods		15,317			18,293			(16.3	)
All Other		8,245			9,025			(8.6	)
Total segment operating profit		$	138,191		$	161,297		(14.3	)
Net interest and investment income		(5,064		)	(11,658		)	56.6
General corporate expense		(8,497		)	(10,328		)	17.7
Earnings before income taxes		$	124,630		$	139,311		(10.5	)

 

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