Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

 

FORM 11-K

 

 

[X]

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES

 

EXCHANGE ACT OF 1934

 

 

 

For the fiscal year ended October 27, 2013

 

 

OR

 

 

[  ]

TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES

 

EXCHANGE ACT OF 1934

 

 

 

For the transition period from __________ to __________

 

 

 

Commission file number   1-2402

 

 

 

 

A.

Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

 

 

 

Hormel Foods Corporation Tax Deferred Investment Plan A

 

 

 

 

 

 

B.

Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

 

 

 

 

Hormel Foods Corporation

1 Hormel Place

Austin, MN   55912

 

507-437-5611

 

 

 

 

 



Table of Contents

 

Hormel Foods Corporation
Tax Deferred Investment Plan A

 

Audited Financial Statements and Supplemental Schedule

 

Years Ended October 27, 2013 and October 28, 2012

 

 

 

Contents

 

Report of Independent Registered Public Accounting Firm

 

 

 

Audited Financial Statements

 

 

 

Statements of Net Assets Available for Benefits

 

Statements of Changes in Net Assets Available for Benefits

 

Notes to Financial Statements

 

 

 

Supplemental Schedule

 

 

 

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)

 

 

2



Table of Contents

 

Report of Independent Registered Public Accounting Firm

 

The Employee Benefits Committee

Hormel Foods Corporation Tax Deferred Investment Plan A

 

We have audited the accompanying statements of net assets available for benefits of the Hormel Foods Corporation Tax Deferred Investment Plan A (the Plan) as of October 27, 2013 and October 28, 2012, and the related statement of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at October 27, 2013 and October 28, 2012, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.

 

Our audits were conducted for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of October 27, 2013, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. Such information has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

 

 

 

/s/ Ernst & Young LLP

 

 

 

Minneapolis, Minnesota

 

 

April 25, 2014

 

 

 

3



Table of Contents

 

Hormel Foods Corporation
Tax Deferred Investment Plan A

Statements of Net Assets Available for Benefits

 

 

 

 

October 27,
2013

 

October 28,
2012

 

Assets

 

 

 

 

 

Investments, at fair value

 

$

596,790,046

 

$

502,417,677

 

Receivables:

 

 

 

 

 

Contributions from Hormel Foods Corporation

 

11,056

 

11,178

 

Contributions from participants

 

304,111

 

307,715

 

Promissory notes from participants

 

10,880,069

 

11,091,475

 

Total receivables

 

11,195,236

 

11,410,368

 

Net assets available for benefits, at fair value

 

607,985,282

 

513,828,045

 

Adjustment from fair value to contract value for interest in fully benefit-responsive investment contracts

 

(12,902,006

)

(18,640,338

)

Net assets available for benefits

 

$

595,083,276

 

$

495,187,707

 

 

See accompanying notes.

 

4



Table of Contents

 

Hormel Foods Corporation
Tax Deferred Investment Plan A

Statements of Changes in Net Assets Available for Benefits

 

 

 

 

Year Ended
October 27,
2013

 

Year Ended
October 28,
2012

 

Additions:

 

 

 

 

 

Contributions from Hormel Foods Corporation

 

$

3,784,594

 

$

3,688,721

 

Contributions from participants

 

27,639,948

 

26,781,601

 

Employee rollover

 

2,163,436

 

1,860,758

 

Investment income

 

5,464,508

 

5,007,896

 

Interest income – promissory notes receivable

 

575,404

 

555,686

 

Total additions

 

39,627,890

 

37,894,662

 

 

 

 

 

 

 

Deductions:

 

 

 

 

 

Distributions

 

31,307,404

 

19,178,702

 

Administrative expenses

 

236,457

 

235,799

 

Total deductions

 

31,543,861

 

19,414,501

 

 

 

 

 

 

 

Net realized and unrealized appreciation in fair value of investments

 

91,811,540

 

18,188,245

 

Net additions

 

99,895,569

 

36,668,406

 

Net assets available for benefits at beginning of year

 

495,187,707

 

458,519,301

 

Net assets available for benefits at end of year

 

$

595,083,276

 

$

495,187,707

 

 

See accompanying notes.

 

5



Table of Contents

 

Hormel Foods Corporation
Tax Deferred Investment Plan A

Notes to Financial Statements

 

October 27, 2013

 

 

1. Significant Accounting Policies

 

The accounting records of the Hormel Foods Corporation (the Company or the Sponsor) Tax Deferred Investment Plan A (the Plan) are maintained on the accrual basis.

 

Investments held by the Plan are stated at fair value. Fair value is defined 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). The Plan records financial assets and liabilities at fair value.

 

The Hormel Foods Corporation Employee Benefits Committee (the Committee) is responsible for determining the Plan’s valuation policies and analyzing information provided by the investment advisors and record keeper that is used to determine the fair value of the Plan’s investments. The Committee is comprised of officers and a director of the Company and reports to the compensation committee of the Company. For investments categorized within Level 3 of the fair value hierarchy, the Committee utilizes the record-keeper to obtain information on the fair value of these assets. The record-keeper employs third-party pricing services and obtains selected support from their portfolio managers to determine daily valuations and investment returns. See Note 3 for further discussion of fair value measurements.

 

In May 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04). ASU 2011-04 amended Accounting Standards Codification 820, Fair Value Measurements and Disclosures (ASC 820), to converge the fair value measurement guidance in U.S. generally accepted accounting principles (GAAP) and International Financial Reporting Standards. Some of the amendments clarify the application of existing fair value measurement requirements, while other amendments change a particular principle in ASC 820. In addition, ASU 2011-04 requires additional fair value disclosures (although certain of these new disclosures will not be required for nonpublic entities). The guidance in ASU 2011-04 has been fully adopted for the plan year ended October 27, 2013. The adoption of this guidance had no material impact on the financial statements.

 

All costs and expenses incurred in connection with the operation of the Plan with regard to the purchase and sale of investments and certain professional fees are paid by the Plan.

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

 

6



Table of Contents

 

Hormel Foods Corporation
Tax Deferred Investment Plan A

Notes to Financial Statements (continued)

 

 

 

 

1. Significant Accounting Policies (continued)

 

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded as earned. Dividends are recorded on the ex-dividend date. Net appreciation includes the Plan’s gains and losses on investments bought and sold as well as held during the year.

 

2. Description of the Plan

 

The following description of the Plan provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). The Plan’s year-end is the last Sunday of October.

 

The Plan is a contributory, defined-contribution plan covering employees of the Company and certain eligible subsidiaries who have completed six months of eligibility service and worked at least 500 hours during those six months.

 

Employees who have not made a retirement savings election shall be deemed to have automatically elected to participate in the Plan at the automatic enrollment percentage (currently 3%). Participants who make a retirement savings election can authorize a deduction of 1% to 50% of their compensation for each pay period, subject to Internal Revenue Service (IRS) limitations. The Plan contains a diversified selection of funds intended to satisfy Section 404(c) of ERISA. Participants also may invest in self-directed brokerage accounts. The Company contributes a matching contribution, currently 50% of the participant’s contribution, not to exceed $900 per year for the Plan years ended October 27, 2013 and October 28, 2012.

 

Each participant’s account is credited with the participant’s and the Company’s contributions and Plan earnings and is charged with an allocation of administrative expenses if the employer does not pay those expenses from its own assets. Allocations are based on account balances. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

 

Employee contributions are always 100% vested in the participants’ Plan accounts. Employer contributions are 100% vested, except for Dan’s Prize Inc. employees who have a three-year cliff vesting schedule for employer discretionary contributions. Forfeitures used to reduce employer contributions for the years ended October 27, 2013 and October 28, 2012, were $3,889 and $3,897, respectively. Cumulative forfeited non-vested accounts as of October 27, 2013 and October 28, 2012, were $54,907 and $1,301, respectively.

 

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Table of Contents

 

Hormel Foods Corporation
Tax Deferred Investment Plan A

Notes to Financial Statements (continued)

 

 

 

 

2. Description of the Plan (continued)

 

Most benefits are paid upon termination of service in a lump-sum amount equal to the vested value of a participant’s account, unless an eligible participant elects to defer the payment. Complete details of payment provisions are described in a Summary Plan Description, available from the Sponsor. Benefits are recorded when paid.

 

Promissory notes receivable are loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Participants may borrow from their fund accounts a minimum of $500 up to a maximum of the lesser of $50,000 or 50% of their account balances. Loan terms range from one year to five years or up to 15 years for the purchase of a primary residence. The loans are secured by the balance in a participant’s account. The interest rate is 2% over the prime rate of interest published in The Wall Street Journal on the date the loan is granted or, if the loan is for a primary residence, on the date the loan is requested. Principal and interest are paid ratably through payroll deductions. No allowance for credit losses has been recorded as of October 27, 2013 or October 28, 2012. If a participant ceases to make loan repayments and the Plan administrator deems the participant loan to be a distribution, the participant loan balance is reduced and a benefit payment is recorded.

 

On November 21, 2011, the Plan adopted a 401(k)/401(m) safe harbor matching formula that is effective for the Plan year beginning October 31, 2016. Beginning on that date, the Company will match 100% of the first 3% of eligible participant contributions plus 50% of the next 2% of eligible participant contributions. The matching contributions will be contributed no later than the last day of the fiscal Plan year quarter following the Plan year quarter in which the employee’s contribution was made.

 

The employer may, at its sole discretion, discontinue contributions or terminate the Plan at any time, subject to the provisions of ERISA. Upon the Plan’s termination, all amounts credited to participants would become fully vested, and the assets of the Plan would be distributed to participants based on amounts previously credited to their respective accounts.

 

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Table of Contents

 

Hormel Foods Corporation
Tax Deferred Investment Plan A

Notes to Financial Statements (continued)

 

 

 

 

3. Investments and Fair Value Measurement

 

During the years ended October 27, 2013 and October 28, 2012, the Plan’s investments (including investments bought, sold, as well as held during the year) appreciated (depreciated) in fair value as follows:

 

 

 

Year Ended

October 27,

 

Year Ended

October 28,

 

 

 

2013

 

2012

 

Net appreciation (depreciation) in fair value
during the year:

 

 

 

 

 

Nonpooled separate account (containing the
Company’s common stock)

 

$

30,378,989

 

$

(1,639,536

)

Pooled separate accounts

 

24,868,898

 

14,628,665

 

Mutual funds

 

20,087,665

 

 

Collective trusts

 

7,305,338

 

 

Separate trust accounts

 

7,304,342

 

4,581,620

 

Self-directed brokerage accounts

 

1,866,308

 

617,496

 

 

 

$

91,811,540

 

$

18,188,245

 

 

9



Table of Contents

 

Hormel Foods Corporation
Tax Deferred Investment Plan A

Notes to Financial Statements (continued)

 

 

 

 

3. Investments and Fair Value Measurement (continued)

 

The fair value of individual investments that represent 5% or more of the Plan’s net assets is as follows:

 

 

 

October 27,
2013

 

October 28,
2012

 

Insurance company general account:

 

 

 

 

 

Massachusetts Mutual Life Insurance Company:

 

 

 

 

 

General Investment Account

 

$

153,110,717

 

$

141,931,148

 

 

 

 

 

 

 

Non-pooled separate account:

 

 

 

 

 

State Street Corporation:

 

 

 

 

 

Hormel Foods Corporation Stock Fund

 

91,613,048

 

67,854,087

 

 

 

 

 

 

 

Separate trust account:

 

 

 

 

 

State Street Corporation:

 

 

 

 

 

Loomis Sayles Value Y

 

41,639,306

 

 

Harbor Capital Appreciation

 

32,160,165

 

 

BlackRock LifePath Index 2020

 

29,962,150

 

 

BlackRock LifePath Index 2025

 

32,982,369

 

 

MainStay Large Cap Growth Fund

 

 

25,604,125

 

 

 

 

 

 

 

Pooled separate accounts:

 

 

 

 

 

Massachusetts Mutual Life Insurance Company:

 

 

 

 

 

Growth Option Fund

 

 

55,399,861

 

Aggressive Option Fund

 

 

52,342,596

 

Moderate Option Fund

 

 

25,811,986

 

 

10



Table of Contents

 

Hormel Foods Corporation
Tax Deferred Investment Plan A

Notes to Financial Statements (continued)

 

 

 

 

3. Investments and Fair Value Measurement (continued)

 

The Plan accounts for its financial assets and liabilities in accordance with ASC 820, which are carried at fair value on a recurring basis in its financial statements. ASC 820 establishes a fair value hierarchy that 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:

 

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

 

·                 Level 2: Inputs other than quoted prices in active markets for identical assets and liabilities that are observable, either directly or indirectly, for substantially the full term of the asset or liability. Level 2 inputs include the following:

 

                Quoted prices for similar assets and liabilities in active markets

 

                Quoted prices for identical or similar assets or liabilities in markets that are not active

 

                Observable inputs other than quoted prices that are used in the valuation of the assets or liabilities (e.g., interest rate and yield curve quotes at commonly quoted intervals)

 

                Inputs that are derived principally from or corroborated by observable market data by correlation or other means

 

·                 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.

 

During 2013, the Plan adjusted certain investment options for participant accounts. The following is a description of the valuation methodologies used for instruments held by the Plan by Plan year measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy.

 

11



Table of Contents

 

Hormel Foods Corporation
Tax Deferred Investment Plan A

Notes to Financial Statements (continued)

 

 

 

 

3. Investments and Fair Value Measurement (continued)

 

2013 Investments

 

Separate Trust Accounts – Mutual Funds

 

The mutual funds are public investment vehicles valued using the net asset value (NAV) provided by the administrator of the fund. The NAV is based on the value of the underlying assets owned by the fund, less its liabilities, and then divided by the number of shares outstanding. The NAV is a quoted price in an active market and, thus, these investments are classified within Level 1 of the valuation hierarchy.

 

·                 The U.S. equities investments include a mix of predominately U.S. common stocks, bonds, and cash.

 

·                 The international equities investment includes a mix of predominately foreign common stocks and cash.

 

·                 The fixed income investment includes a mix of domestic and foreign securities, including corporate obligations, government securities, and mortgage-backed and other asset-backed securities, preferred stocks, and cash.

 

Separate Trust Accounts – Collective Trust Funds

 

The fair value of the collective trust funds, which are deemed to be Level 2, represents the NAV of the fund shares, which is calculated based on the valuation of the funds’ underlying investments at fair value at the end of the year. The investments are public investment vehicles, which are valued using the NAV provided by the administrator of the fund. The NAV is based on the value of the underlying assets owned by the fund, excluding transaction costs, minus its liabilities, and then divided by the number of shares outstanding.

 

·                 The LifePath funds are target retirement date funds and include investments in highly diversified funds designed to remain appropriate for investors in terms of risk through a variety of life circumstances. These funds contain a mix of domestic and foreign equities, fixed income investments, and cash.

 

·                 The U.S. equities funds include a mix of predominately U.S. common stocks, bonds, and cash.

 

12



Table of Contents

 

Hormel Foods Corporation
Tax Deferred Investment Plan A

Notes to Financial Statements (continued)

 

 

 

 

3. Investments and Fair Value Measurement (continued)

 

·                 The international equities fund includes a mix of predominately foreign common stocks and cash.

 

·                 The fixed income fund includes a mix of domestic and foreign securities, including corporate obligations, government securities, mortgage-backed and other asset-backed securities, domestic and foreign common stocks, and cash.

 

Non-Pooled Separate Account

 

The non-pooled separate account consists of common stock of the Company, which is valued at the last reported sales price on the last business day of the year, and a portion of uninvested cash, which is reported at carrying value as maturities are less than three months. This non-pooled separate account is deemed to be a Level 1 investment. The Company has implemented a dividend pass through election for its participants.

 

Participants are authorized to invest up to 100% of the fair value of their net assets available for benefits in this fund. Each participant in this fund is entitled to exercise voting rights attributable to the shares allocated to their account and is notified by the Company prior to the time that such rights may be exercised. The trustee is not permitted to vote any allocated shares for which instructions have not been given by a participant. The trustee votes any unallocated shares in the same proportion as those shares that were allocated, unless the Committee directs the trustee otherwise. Participants have the same voting rights in the event of a tender or exchange offer.

 

This fund is approximately 15% and 14% of the total investments in the Plan at October 27, 2013 and October 28, 2012, respectively.

 

Self-Directed Brokerage Assets

 

The self-directed brokerage assets consist of common stock, preferred stock, and mutual funds, which are valued at the last reported sales price on the last business day of the year, and uninvested cash, which is recorded at carrying value as maturities are less than three months. These assets are deemed to be a Level 1 investment.

 

13



Table of Contents

 

Hormel Foods Corporation
Tax Deferred Investment Plan A

Notes to Financial Statements (continued)

 

 

 

 

3. Investments and Fair Value Measurement (continued)

 

General Investment Account

 

The General Investment Account is a stable value fund and is reported at fair value with a reported adjustment to contract value shown in the statements of net assets available for benefits; therefore, the General Investment Account is deemed to be a Level 3 investment. The statements of changes in net assets available for benefits are prepared on a contract value basis. The Plan’s insurance company general account contract is fully benefit responsive. Benefit responsiveness is defined as the extent to which a contract’s terms and the Plan permit or require participant-initiated withdrawals at contract value.

 

The benefit-responsive investment contract with Massachusetts Mutual Life Insurance Company (MassMutual) is a general account evergreen group annuity contract. MassMutual maintains the contributions in a general account. Specific securities within the general account are not attributed to the investment contract with the Plan. The Plan owns a series of guarantees that are embedded in the insurance contract. The contractual guarantees are backed up by the full faith and credit of MassMutual, the contract issuer. The account is credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. MassMutual is contractually obligated to repay the principal and a specified interest rate that is guaranteed to the Plan. There are no reserves against contract value for credit risk of the contract issuer or otherwise. The crediting interest rate is based on a formula agreed upon with the issuer and includes such factors as the investment-year method experience of the underlying contract or pool, projected levels of cash flows within the current interest rate environment, and the projected maturity of the underlying investments. Such interest rates are reviewed on a semiannual basis for resetting.

 

Certain events limit the ability of the Plan to transact at contract value with the issuer. Such events include the following: (i) amendments to the Plan documents (including complete or partial Plan termination or merger with another Plan); (ii) changes to the Plan’s prohibition on competing investment options or deletion of equity wash provisions; (iii) bankruptcy of the Sponsor or other Sponsor event (e.g., divestures or spin-offs of a subsidiary) that causes a significant withdrawal from the Plan; or (iv) the failure of the trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA. The Plan administrator does not believe that the occurrence of any such event, which would limit the Plan’s ability to transact at contract value with participants, is probable.

 

14



Table of Contents

 

Hormel Foods Corporation
Tax Deferred Investment Plan A

Notes to Financial Statements (continued)

 

 

 

 

3. Investments and Fair Value Measurement (continued)

 

The Guaranteed Income Account contract does not allow the insurance company to terminate the agreement prior to a breach of the contract terms by the investor. The Plan may terminate the contract on the contract anniversary date with 90 days prior notice.

 

The General Investment Account is principally valued using a market value formula approach. The market value of the investment is determined to be the estimated liquidation value of the contract. The liquidation value is derived considering factors such as: (i) the observable interest rate being earned by investments underlying the contract; (ii) the unobservable “assumed interest rate” obtained by the record-keeper on new investments where a proxy is the Barclays Capital U.S. Aggregate Index (excluding Treasuries) with an adjustment made to duration; and (iii) the unobservable comparison between investments supporting the contract and the current market rates where historic investments are either at a premium or discount to current market rates, i.e., the “experience rate”.

 

The following table presents the Plan’s Level 3 investments, the valuation techniques used to measure the fair value and the significant unobservable inputs and the ranges of values for those inputs.

 

 

 

October 27, 2013

 

Investment

 

Fair Value

 

Valuation
Technique

 

Significant
Unobservable
Inputs

 

Weighted
Average

 

 

 

 

 

 

 

 

 

 

 

General investment account

 

$

153,110,717

 

Liquidation

 

Assumed interest rate

Experience rate

 

1.20%

3.07%

 

 

Generally, the General Investment Account crediting rates will typically show less volatility than current market rates. In a rising interest rate environment, credited rates will lag market rates because much of the contract’s assets are backed by investment made in prior years with earnings that reflect the lower rates that prevailed in those years. Over time, as new contributions are made and investments mature and are reinvested at current interest rates, rates could be expected to move toward market levels. Conversely, as market rates decrease, the General Investment Account crediting rates would also be expected to fall, but generally more slowly than market rates.

 

15



Table of Contents

 

Hormel Foods Corporation
Tax Deferred Investment Plan A

Notes to Financial Statements (continued)

 

 

 

 

3. Investments and Fair Value Measurement (continued)

 

The crediting interest rate on the General Investment Account was 3.10% and 3.20% as of October 27, 2013 and October 28, 2012, respectively. The average yield was 2.74% during the 2013 Plan year and 2.80% during the 2012 Plan year, which approximates the actual interest rate credited to the Plan participants.

 

2012 Investments

 

Pooled Separate Accounts

 

Fair value represents the NAV of the fund shares, which is calculated based on the valuation of the funds’ underlying investments at fair value at the end of the year. The investments are public investment vehicles, which are valued using the NAV provided by the administrator of the fund. The NAV is based on the value of the underlying assets owned by the fund, excluding transaction costs, minus its liabilities, and then divided by the number of shares outstanding.

 

The lifecycle funds are target retirement date funds and include investments in highly diversified funds designed to remain appropriate for investors in terms of risk through a variety of life circumstances. These funds contain a mix of domestic and foreign equities, fixed income investments, and cash.

 

The U.S. equities funds include a mix of predominately U.S. common stocks, bonds, and cash.

 

The fixed income fund includes a mix of domestic and foreign securities, including corporate obligations, government securities, mortgage-backed and other asset-backed securities, common stocks, and cash.

 

The pooled separate accounts are deemed to be Level 2 investments unless the separate account includes a general investment account. A general investment account is adjusted for the contract value and is therefore deemed to be a Level 3 investment. See above for a description of the General Investment Account.

 

The remaining categories of the investments held as of October 28, 2012 are consistent with the descriptions under “2013 Investments.”

 

16



Table of Contents

 

Hormel Foods Corporation
Tax Deferred Investment Plan A

Notes to Financial Statements (continued)

 

 

 

 

3. Investments and Fair Value Measurement (continued)

 

The investments of the Plan that are measured at fair value on a recurring basis as of October 27, 2013 and October 28, 2012, and their level within the fair value hierarchy, are as follows:

 

 

 

Fair Value Measurements at October 27, 2013

 

 

 

Total
Fair Value

 

Quoted Prices
in Active
Markets for
Identical Assets

(Level 1)

 

Significant
Other
Observable
Inputs

(Level 2)

 

Significant
Unobservable
Inputs

(Level 3)

 

Investments at fair value:

 

 

 

 

 

 

 

 

 

Separate trust accounts:

 

 

 

 

 

 

 

 

 

Mutual funds:

 

 

 

 

 

 

 

 

 

U.S. equities

 

$

107,005,561

 

$

107,005,561

 

$

 

$

 

International equities

 

28,394,233

 

28,394,233

 

 

 

Fixed income

 

17,689,248

 

17,689,248

 

 

 

Total mutual funds

 

153,089,042

 

153,089,042

 

 

 

Collective trusts:

 

 

 

 

 

 

 

 

 

LifePath funds

 

164,263,008

 

 

164,263,008

 

 

U.S equities

 

19,183,855

 

 

19,183,855

 

 

International equities

 

251,809

 

 

251,809

 

 

Fixed income

 

227,246

 

 

227,246

 

 

Total collective trusts

 

183,925,918

 

 

183,925,918

 

 

Total separate trust accounts

 

337,014,960

 

153,089,042

 

183,925,918

 

 

 

 

 

 

 

 

 

 

 

 

Nonpooled separate account:

 

 

 

 

 

 

 

 

 

Hormel Foods Corporation Stock Fund

 

91,613,048

 

91,613,048

 

 

 

 

 

 

 

 

 

 

 

 

 

Self-directed brokerage accounts:

 

 

 

 

 

 

 

 

 

Cash and other

 

1,156,752

 

1,156,752

 

 

 

Common stock

 

3,037,122

 

3,037,122

 

 

 

Mutual funds

 

10,857,447

 

10,857,447

 

 

 

Total self-directed brokerage accounts

 

15,051,321

 

15,051,321

 

 

 

 

 

 

 

 

 

 

 

 

 

General Investment Account

 

153,110,717

 

 

 

153,110,717

 

 

 

$

596,790,046

 

$

259,753,411

 

$

183,925,918

 

$

153,110,717

 

 

17



Table of Contents

 

Hormel Foods Corporation
Tax Deferred Investment Plan A

Notes to Financial Statements (continued)

 

 

 

 

3. Investments and Fair Value Measurement (continued)

 

 

 

Fair Value Measurements at October 28, 2012

 

 

 

Total
Fair Value

 

Quoted Prices
in Active
Markets for
Identical Assets

(Level 1)

 

Significant
Other
Observable
Inputs

(Level 2)

 

Significant
Unobservable
Inputs

(Level 3)

 

Investments at fair value:

 

 

 

 

 

 

 

 

 

Pooled separate accounts:

 

 

 

 

 

 

 

 

 

Lifecycle funds

 

$

139,949,427

 

$

 

$

133,554,443

 

$

6,394,984

 

U.S. equities

 

42,435,859

 

 

42,435,859

 

 

Fixed income

 

12,537,242

 

 

12,537,242

 

 

Total pooled separate accounts

 

194,922,528

 

 

188,527,544

 

6,394,984

 

 

 

 

 

 

 

 

 

 

 

Separate trust accounts:

 

 

 

 

 

 

 

 

 

U.S. equities

 

49,986,941

 

49,986,941

 

 

 

International equities

 

21,399,308

 

21,399,308

 

 

 

Fixed income

 

12,390,894

 

12,390,894

 

 

 

Total separate trust accounts

 

83,777,143

 

83,777,143

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-pooled separate account:

 

 

 

 

 

 

 

 

 

Hormel Foods Corporation Stock Fund

 

67,854,087

 

67,854,087

 

 

 

 

 

 

 

 

 

 

 

 

 

Self-directed brokerage accounts:

 

 

 

 

 

 

 

Cash and other

 

1,294,330

 

1,294,330

 

 

 

Common stock

 

2,757,181

 

2,757,181

 

 

 

Mutual funds

 

9,881,260

 

9,881,260

 

 

 

Total self-directed brokerage accounts

 

13,932,771

 

13,932,771

 

 

 

 

 

 

 

 

 

 

 

 

 

General Investment Account

 

141,931,148

 

 

 

141,931,148

 

 

 

$

502,417,677

 

$

165,564,001

 

$

188,527,544

 

$

148,326,132

 

 

18



Table of Contents

 

Hormel Foods Corporation
Tax Deferred Investment Plan A

Notes to Financial Statements (continued)

 

 

 

 

3. Investments and Fair Value Measurement (continued)

 

A reconciliation of the beginning and ending balance of the investments measured at fair value using significant unobservable inputs (Level 3) is as follows:

 

 

 

General
Investment
Account

 

Pooled Separate
Account
(Lifecycle Fund)

 

Total

 

 

 

 

 

 

 

 

 

Balance, October 30, 2011

 

$

123,032,682

 

$

5,285,150

 

$

128,317,832

 

Purchases

 

35,471,124

 

2,107,768

 

37,578,892

 

Sales

 

(28,710,132

)

(1,315,282

)

(30,025,414

)

Interest and dividend income*

 

3,711,690

 

3

 

3,711,693

 

Realized gains**

 

 

70,071

 

70,071

 

Unrealized gains relating to investments still held at the report date**

 

8,425,784

 

247,274

 

8,673,058

 

Balance, October 28, 2012

 

141,931,148

 

6,394,984

 

148,326,132

 

Purchases

 

62,641,844

 

3,329,352

 

65,971,196

 

Sales

 

(49,767,244

)

(10,064,552

)

(59,831,796

)

Interest and dividend income*

 

4,043,301

 

 

4,043,301

 

Realized gains**

 

 

340,216

 

340,216

 

Unrealized losses relating to investments still held at the report date**

 

(5,738,332

)

 

(5,738,332

)

Balance, October 27, 2013

 

$

153,110,717

 

$

 

$

153,110,717

 

 

* Included in investment income, statements of changes in net assets available for benefits

** Included in net realized and unrealized appreciation in fair value of investments, statements of changes in net assets available for benefits

 

19



Table of Contents

 

Hormel Foods Corporation
Tax Deferred Investment Plan A

Notes to Financial Statements (continued)

 

 

 

 

4. Income Tax Status

 

The Plan has received a determination letter from the IRS dated September 16, 2013, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Subsequent to the issuance of the determination letter, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Sponsor believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes the Plan, as amended, is qualified and the related trust is tax exempt.

 

U.S. GAAP requires Plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan and has concluded that as of October 27, 2013, there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan administrator believes the Plan is no longer subject to income tax examinations for years prior to the Plan year ended October 31, 2010.

 

5. Risks and Uncertainties

 

The Plan invests in various investment securities. Investment securities are exposed to various risks, such as interest rate, market volatility, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities could occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

 

6. Related Parties

 

The Plan holds units of collective trust funds managed by State Street Global Markets, LLC. State Street Global Markets, LLC also manages the self-directed brokerage accounts and offers a money market investment for these accounts. The Plan invests in the common stock of the Company. The Plan invests in the General Investment Account of the record-keeper, the Massachusets Mutual Life Insurance Company. These transactions qualify as party-in-interest transactions; however, they are exempt from the prohibited transactions rules under ERISA.

 

20



Table of Contents

 

Hormel Foods Corporation
Tax Deferred Investment Plan A

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
EIN: 41-0319970 Plan Number: 050

 

October 27, 2013

 

 

Identity of Issuer, Borrower,
Lessor, or Similar Party

 

Number of
Shares/Units Held

 

Current
Value

 

 

 

 

 

 

 

Non-pooled separate account:

 

 

 

 

 

State Street Corporation*:

 

 

 

 

 

Hormel Foods Corporation Stock Fund*

 

1,709,693 units

 

$

91,613,048

 

 

 

 

 

 

 

Insurance company general account:

 

 

 

 

 

Massachusetts Mutual Life Insurance Company*:

 

 

 

 

 

General Investment Account, contract value

 

7,030,742 units

 

140,208,711

 

 

 

 

 

 

 

Separate trust accounts:

 

 

 

 

 

State Street Corporation*:

 

 

 

 

 

Dodge & Cox International Stock Fund

 

2,031,835 units

 

28,394,233

 

Wasatch Small Cap Growth Fund

 

1,234,844 units

 

17,196,916

 

BlackRock LifePath Index 2015

 

942,198 units

 

9,598,455

 

BlackRock LifePath Index 2020

 

2,916,659 units

 

29,962,150

 

BlackRock LifePath Index 2025

 

3,192,443 units

 

32,982,369

 

BlackRock LifePath Index 2030

 

2,378,005 units

 

24,716,822

 

BlackRock LifePath Index 2035

 

1,932,318 units

 

20,191,606

 

BlackRock LifePath Index 2040

 

1,741,898 units

 

18,281,467

 

BlackRock LifePath Index 2045

 

973,831 units

 

10,259,499

 

BlackRock LifePath Index 2050

 

574,269 units

 

6,076,424

 

BlackRock LifePath Index 2055

 

208,607 units

 

2,213,929

 

BlackRock LifePath Index Retirement

 

982,185 units

 

9,980,287

 

Loomis Sayles Value Y

 

3,779,186 units

 

41,639,306

 

BlackRock S&P 500 Stock Fund

 

1,626,698 units

 

17,763,027

 

Harbor Capital Appreciation

 

2,763,081 units

 

32,160,165

 

BlackRock Russell 2500 Index

 

125,452 units

 

1,420,828

 

Wells Fargo Advantage Intrinsic Small Cap Value

 

1,433,102 units

 

16,009,174

 

BlackRock MSCI ACWI ex-US Index

 

23,875 units

 

251,809

 

PIMCO Total Return Institutional

 

1,811,808 units

 

17,689,248

 

BlackRock US Debt Index

 

23,023 units

 

227,246

 

Total separate trust accounts

 

 

 

337,014,960

 

 

 

 

 

 

 

Self-directed brokerage assets

 

Various common stocks, mutual funds, and other investments

 

15,051,321

 

 

 

 

 

 

 

Promissory notes*

 

Varying maturity dates with interest rates ranging from 5.25% to 10.50%

 

10,880,069

 

Total assets (held at end of year)

 

 

 

$

594,768,109

 

 

*Indicates a party in interest to the Plan.

 

21



Table of Contents

 

SIGNATURES

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on their behalf by the undersigned hereunto duly authorized.

 

 

 

 

HORMEL FOODS CORPORATION
TAX DEFERRED INVESTMENT PLAN A

 

 

 

 

 

 

Date: April 25, 2014

 

By:

/s/ JODY H. FERAGEN

 

 

 

JODY H. FERAGEN
Executive Vice President
and Chief Financial Officer,
Hormel Foods Corporation

 

22



Table of Contents

 

EXHIBIT INDEX

 

 

Exhibit
Number

 

Description

23

 

Consent of Independent Registered Public Accounting Firm

 

23