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 26, 2014

 

 

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:

 

 

 

 

Capital Accumulation Plan

 

 

 

 

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

 

Capital Accumulation Plan

 

Audited Financial Statements and Supplemental Schedule

 

Years Ended October 26, 2014 and October 27, 2013

 

 

 

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)

 

 

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Report of Independent Registered Public Accounting Firm

 

The Hormel Foods Corporation Employee Benefits Committee

Capital Accumulation Plan

 

We have audited the accompanying statements of net assets available for benefits of the Capital Accumulation Plan (the Plan) as of October 26, 2014 and October 27, 2013, and the related statements 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 26, 2014 and October 27, 2013, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.

 

The accompanying supplemental schedule of assets (held at end of year) as of October 26, 2014, has been subjected to audit procedures performed in conjunction with the audit of the Capital Accumulation Plan’s financial statements. The information in the supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole.

 

 

/s/ Ernst & Young LLP

 

 

Minneapolis, Minnesota

 

April 24, 2015

 

 

3



Table of Contents

 

Capital Accumulation Plan

 

Statements of Net Assets Available for Benefits

 

 

 

 

October 26,
2014

 

October 27,
2013

 

Assets

 

 

 

 

 

Investments, at fair value

 

  $

65,578,193

 

$

58,583,201

 

Receivables:

 

 

 

 

 

Contribution from employer

 

53,348

 

104,164

 

Contribution from participants

 

69,449

 

66,727

 

Promissory notes from participants

 

5,428,656

 

4,867,090

 

Total receivables

 

5,551,453

 

5,037,981

 

Net assets available for benefits, at fair value

 

71,129,646

 

63,621,182

 

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

 

(1,634,560

)

(1,513,415

)

Net assets available for benefits

 

  $

69,495,086

 

$

62,107,767

 

 

See accompanying notes.

 

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Capital Accumulation Plan

 

Statements of Changes in Net Assets Available for Benefits

 

 

 

 

Year Ended
October 26,
2014

 

Year Ended
October 27,
2013

 

Additions:

 

 

 

 

 

Employer incentive and match contributions

 

  $

2,818,423

 

$

2,546,154

 

Participant contributions

 

3,781,429

 

3,365,243

 

Employee rollover

 

595,013

 

3,392,635

 

Investment income

 

862,560

 

506,817

 

Interest income – promissory notes receivable

 

257,326

 

236,869

 

Transfer of assets

 

19,402

 

1,336,993

 

Total additions

 

8,334,153

 

11,384,711

 

 

 

 

 

 

 

Deductions:

 

 

 

 

 

Distributions to participants

 

3,550,803

 

3,743,493

 

Administrative expenses

 

92,064

 

102,830

 

Total deductions

 

3,642,867

 

3,846,323

 

 

 

 

 

 

 

Net realized and unrealized appreciation in fair value of investments

 

2,696,033

 

6,116,851

 

Net additions

 

7,387,319

 

13,655,239

 

Net assets available for benefits at beginning of year

 

62,107,767

 

48,452,528

 

Net assets available for benefits at end of year

 

  $

69,495,086

 

$

62,107,767

 

 

See accompanying notes.

 

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Capital Accumulation Plan

 

Notes to Financial Statements

 

October 26, 2014

 

 

1. Significant Accounting Policies

 

The accounting records of the Capital Accumulation Plan (the Plan) are maintained on an 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 Hormel Foods Corporation and reports to the Compensation Committee of the Board of Directors of the Hormel Foods Corporation. 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.

 

All costs and expenses of administering the Plan are paid by the Plan unless paid by Rochelle Foods, LLC (the Sponsor).

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (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.

 

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.

 

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Table of Contents

 

Capital Accumulation Plan

 

Notes to Financial Statements (continued)

 

 

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, sponsored by Rochelle Foods, LLC, is a contributory defined-contribution plan covering certain employees of Rochelle Foods, LLC; Creative Contract Packaging, LLC; Fort Dodge Foods, LLC; Diamond Crystal Brands, Inc. – Quakertown; Osceola Food, LLC; Burke Marketing Corporation; Provena Foods Inc.; Lloyd’s Barbeque Company, LLC; Progressive Processing, LLC; Mexican Accent, LLC; Saag’s Products, LLC; Skippy Foods, LLC; and CytoSport, Inc. Employees generally become participants in the Plan on the enrollment date following six months of eligibility service, with respect to employee deferral contributions.

 

Employees who elect to become members of the Plan authorize a deduction of 1% to 50% of their compensation for each pay period, subject to Internal Revenue Service (IRS) limitations. An eligible employee who has not made an election to participate in the Plan shall be deemed a member of the Plan and will automatically contribute 2% to the Plan through payroll deductions. The automatic enrollment feature is not available to employees of Rochelle Foods, LLC; Provena Foods Inc.; and Saag’s Products, LLC, so these employees must elect to become a member of the Plan. The Plan contains a diversified selection of funds intended to satisfy Section 404(c) of ERISA. The Sponsor provides matching and fixed incentive contributions. These contributions vary according to employee classification and employer.

 

Each participant’s account is credited with the participant’s and the Sponsor’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, as defined. Forfeited balances of terminated participants’ non-vested accounts are used to reduce future company contributions. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

 

Participant contributions are always fully vested. Participants become 100% vested after six years (20% per year beginning with the second year) in the company fixed incentive and company match accounts. Forfeitures used to reduce employer contributions for the years ended October 26, 2014 and October 27, 2013, were $136,994 and $80,431, respectively. Cumulative forfeited non-vested accounts as of October 26, 2014 and October 27, 2013, were $2,953 and $9,965, respectively.

 

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Capital Accumulation Plan

 

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 vested account balances. Loan terms range from one year to five years or up to 15 years for the purchase of a primary residence. 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. Participants are required to make repayments of principal and interest through payroll deductions. The loans are secured by the balance in a participant’s account. No allowance for credit losses has been recorded as of October 26, 2014 or October 27, 2013. 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 May 23, 2013, the Committee resolved to merge the participants and assets of the Saag’s Products, LLC Employee Retirement Plan into the Plan. The Saag’s Products, LLC plant production employees are eligible participants in the Plan. Accordingly, those assets and participants were merged into the Plan based on their eligibility as of July 1, 2013.

 

On December 29, 2014, the Committee amended the Plan, effective August 11, 2014, the date Hormel Foods Corporation acquired CytoSport, Inc.,  to provide eligibility for the CytoSport, Inc. office hourly and plant hourly employees in this Plan; allow hours of service with CytoSport, Inc. prior to the acquisition date to count towards eligibility and vesting in this Plan; and allow an employer matching contribution to CytoSport, Inc. employees of 100% of the first three percent and 50% of the next two percent of pay the employees defer to the Plan.

 

The employer may, at its sole discretion, discontinue contributions or terminate the Plan at any time, without the consent of any participant or beneficiary subject to restrictions set by a collective bargaining agreement and subject to the provisions of ERISA. Upon the Plan’s termination, all amounts credited to participants would become fully vested, and 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

 

Capital Accumulation Plan

 

Notes to Financial Statements (continued)

 

 

3. Investments and Fair Value Measurement

 

During the years ended October 26, 2014 and October 27, 2013, 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 26,
2014

 

Year Ended
October 27,
2013

 

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

 

 

 

 

 

Pooled separate accounts

 

  $

 

$

2,637,594

 

Collective trusts

 

1,712,240

 

1,102,220

 

Mutual funds

 

341,550

 

1,099,362

 

Non-pooled separate account (containing the Company’s common stock)

 

642,365

 

838,313

 

Separate trust accounts

 

 

439,362

 

Self-directed brokerage accounts

 

(122

)

–  

 

 

 

  $

2,696,033

 

$

6,116,851

 

 

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

 

 

 

October 26,
2014

 

October 27,
2013

 

Insurance company general account:

 

 

 

 

 

Massachusetts Mutual Life Insurance Company:

 

 

 

 

 

General Investment Account

 

$

18,988,426

 

$

17,960,001

 

 

 

 

 

 

 

Collective trusts:

 

 

 

 

 

State Street Corporation:

 

 

 

 

 

BlackRock LifePath Index 2020

 

4,671,396

 

4,285,273

 

BlackRock LifePath Index 2025

 

6,736,950

 

6,103,767

 

BlackRock LifePath Index 2030

 

6,074,753

 

5,154,672

 

BlackRock LifePath Index 2035

 

4,379,858

 

3,797,607

 

 

 

 

 

 

 

Non-pooled separate account:

 

 

 

 

 

State Street Corporation:

 

 

 

 

 

Hormel Foods Corporation Stock Fund

 

4,306,701

 

*

 

 

 

 

 

 

 

*Less than 5%

 

 

 

 

 

 

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Table of Contents

 

Capital Accumulation Plan

 

Notes to Financial Statements (continued)

 

 

3. Investments and Fair Value Measurement (continued)

 

The Plan accounts for its financial assets and liabilities in accordance with Accounting Standards Codification 820, Fair Value Measurements and Disclosures (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: : 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 following is a description of the valuation methodologies used for instruments held by the Plan measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy.

 

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, mortgage-backed and other asset-backed securities, preferred stocks, and cash.

 

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Table of Contents

 

Capital Accumulation Plan

 

Notes to Financial Statements (continued)

 

 

3. Investments and Fair Value Measurement (continued)

 

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.

 

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

 

·     The fixed income fund includes a mix of 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 Hormel Foods Corporation, 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 Hormel Foods Corporation 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 Hormel Foods Corporation 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.

 

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Table of Contents

 

Capital Accumulation Plan

 

Notes to Financial Statements (continued)

 

 

3. Investments and Fair Value Measurement (continued)

 

This fund is approximately 6.6% and 4.7% of the total investments in the Plan at October 26, 2014 and October 27, 2013, respectively.

 

Self-Directed Brokerage Assets

 

The self-directed brokerage assets consist of common stocks, 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.

 

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. 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.

 

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Table of Contents

 

Capital Accumulation Plan

 

Notes to Financial Statements (continued)

 

 

3. Investments and Fair Value Measurement (continued)

 

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.

 

The investment option for the General Investment Account is a Guaranteed Interest Account, provided through a group annuity contract. This 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”. Therefore, the General Investment Account is deemed to be a Level 3 investment.

 

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Table of Contents

 

Capital Accumulation Plan

 

Notes to Financial Statements (continued)

 

 

3. Investments and Fair Value Measurement (continued)

 

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

 

 

 

October 26, 2014

 

Investment

 

Fair Value

 

Valuation
Technique

 

Significant
Unobservable
Inputs

 

Weighted
Average

 

 

 

 

 

 

 

 

 

 

 

General investment account

 

$

18,988,426

 

Liquidation

 

Assumed interest rate

 

1.32%

 

 

 

 

 

 

 

Experience rate

 

3.01%

 

 

 

 

October 27, 2013

 

Investment

 

Fair Value

 

Valuation
Technique

 

Significant
Unobservable
Inputs

 

Weighted
Average

 

 

 

 

 

 

 

 

 

 

 

General investment account

 

$

17,960,001

 

Liquidation

 

Assumed interest rate

 

1.20%

 

 

 

 

 

 

 

Experience rate

 

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.

 

The crediting interest rate on the General Investment Account was 3.15% and 3.10% as of October 26, 2014 and October 27, 2013, respectively. The average yield was 2.84% during the 2014 Plan year and 2.80% during the 2013 plan year, which approximates the actual interest rate credited to the Plan participants.

 

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Table of Contents

 

Capital Accumulation Plan

 

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 26, 2014 and October 27, 2013, and their level within the fair value hierarchy, are as follows:

 

 

 

Fair Value Measurements at October 26, 2014

 

 

 

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

 

$

6,055,204

 

$

6,055,204

 

$

 

$

 

International equities

 

1,560,042

 

1,560,042

 

 

 

Fixed income

 

1,167,154

 

1,167,154

 

 

 

Total mutual funds

 

8,782,400

 

8,782,400

 

 

 

Collective trusts:

 

 

 

 

 

 

 

 

 

LifePath funds

 

31,929,735

 

 

31,929,735

 

 

U.S. equities

 

1,393,125

 

 

1,393,125

 

 

International equities

 

56,279

 

 

56,279

 

 

Fixed income

 

45,084

 

 

45,084

 

 

Total collective trusts

 

33,424,223

 

 

33,424,223

 

 

Total separate trust accounts

 

42,206,623

 

8,782,400

 

33,424,223

 

 

 

 

 

 

 

 

 

 

 

 

Non-pooled separate account:

 

 

 

 

 

 

 

 

 

Hormel Foods Corporation Stock Fund

 

4,306,701

 

4,306,701

 

 

 

 

 

 

 

 

 

 

 

 

 

Self-directed brokerage accounts:

 

 

 

 

 

 

 

 

 

Cash and other

 

70,616

 

70,616

 

 

 

Common stock

 

5,827

 

5,827

 

 

 

Total self-directed brokerage accounts

 

76,443

 

76,443

 

 

 

 

 

 

 

 

 

 

 

 

 

General Investment Account

 

18,988,426

 

 

 

18,988,426

 

 

 

$

65,578,193

 

$

13,165,544

 

$

33,424,223

 

$

18,988,426

 

 

15



Table of Contents

 

Capital Accumulation Plan

 

Notes to Financial Statements (continued)

 

 

3. Investments and Fair Value Measurement (continued)

 

 

 

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

 

$

5,778,861

 

$

5,778,861

 

$

 

$

 

International equities

 

1,503,645

 

1,503,645

 

 

 

Fixed income

 

1,135,655

 

1,135,655

 

 

 

Total mutual funds

 

8,418,161

 

8,418,161

 

 

 

Collective trusts:

 

 

 

 

 

 

 

 

 

LifePath funds

 

28,402,677

 

 

28,402,677

 

 

U.S. equities

 

991,113

 

 

991,113

 

 

International equities

 

60,743

 

 

60,743

 

 

Fixed income

 

11,315

 

 

11,315

 

 

Total collective trusts

 

29,465,848

 

 

29,465,848

 

 

Total separate trust accounts

 

37,884,009

 

8,418,161

 

29,465,848

 

 

 

 

 

 

 

 

 

 

 

 

Non-pooled separate account:

 

 

 

 

 

 

 

 

 

Hormel Foods Corporation Stock Fund

 

2,739,191

 

2,739,191

 

 

 

 

 

 

 

 

 

 

 

 

 

General Investment Account

 

17,960,001

 

 

 

17,960,001

 

 

 

$

58,583,201

 

$

11,157,352

 

$

29,465,848

 

$

17,960,001

 

 

16



Table of Contents

 

Capital Accumulation Plan

 

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 28, 2012

 

  $

17,422,690

 

$

645,284

 

$

18,067,974

 

Purchases

 

3,621,558

 

545,824

 

4,167,382

 

Sales

 

(2,805,002

)

(1,234,792

)

(4,039,794

)

Interest and dividend income*

 

495,526

 

 

495,526

 

Realized gains**

 

 

43,684

 

43,684

 

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

 

(774,771

)

 

(774,771

)

Balance, October 27, 2013

 

17,960,001

 

 

17,960,001

 

Purchases

 

1,509,624

 

 

1,509,624

 

Sales

 

(1,127,319

)

 

(1,127,319

)

Interest and dividend income*

 

524,974

 

 

524,974

 

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

 

121,146

 

 

121,146

 

Balance, October 26, 2014

 

  $

18,988,426

 

$

 

$

18,988,426

 

 

* 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

 

 

4. Income Tax Status

 

The Plan has received a determination letter from the IRS dated December 5, 2012, 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 this determination by the IRS, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualified status. The plan administrator 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.

 

17



Table of Contents

 

Capital Accumulation Plan

 

Notes to Financial Statements (continued)

 

 

4. Income Tax Status (continued)

 

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 26, 2014, 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 30, 2011.

 

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 maintains the following investments that qualify as party-in-interest transactions:

 

–    collective trust funds managed by State Street Global Markets, LLC;

–    common stock of Hormel Foods Corporation; and

–    General Investment Account of the record keeper, the Massachusetts Mutual Life Insurance Company.

 

These transactions qualify as party-in-interest transactions; however, they are exempt from  the prohibited transactions rules under ERISA.

 

18



Table of Contents

 

Capital Accumulation Plan

 

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

EIN: 36-3889635    Plan Number: 001

 

October 26, 2014

 

 

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*

 

55,890 units

 

 

  $

4,306,701

 

 

 

 

 

 

 

 

Insurance company general account:

 

 

 

 

 

 

Massachusetts Mutual Life Insurance Company*:

 

 

 

 

 

 

General Investment Account, contract value

 

843,778 units

 

 

17,353,866

 

 

 

 

 

 

 

 

Separate trust accounts:

 

 

 

 

 

 

State Street Corporation*:

 

 

 

 

 

 

Dodge & Cox International Stock Fund

 

106,593 units

 

 

1,560,042

 

Wasatch Small Cap Growth Fund

 

70,239 units

 

 

984,874

 

BlackRock MSCI ACWI ex-US Index

 

5,460 units

 

 

56,279

 

PIMCO Total Return Institutional

 

116,001 units

 

 

1,167,154

 

BlackRock LifePath Index 2015

 

137,246 units

 

 

1,462,556

 

BlackRock LifePath Index 2020

 

433,410 units

 

 

4,671,396

 

BlackRock LifePath Index 2025

 

619,817 units

 

 

6,736,950

 

BlackRock LifePath Index 2030

 

554,363 units

 

 

6,074,753

 

BlackRock LifePath Index 2035

 

396,784 units

 

 

4,379,858

 

BlackRock LifePath Index 2040

 

215,235 units

 

 

2,390,536

 

BlackRock LifePath Index 2045

 

192,109 units

 

 

2,146,419

 

BlackRock LifePath Index 2050

 

136,087 units

 

 

1,529,564

 

BlackRock LifePath Index 2055

 

57,950 units

 

 

653,909

 

BlackRock LifePath Index Retirement

 

177,540 units

 

 

1,883,794

 

Loomis Sayles Value Y

 

169,350 units

 

 

2,087,620

 

BlackRock S&P 500 Stock Fund

 

98,441 units

 

 

1,224,582

 

Harbor Capital Appreciation

 

162,722 units

 

 

2,134,189

 

BlackRock Russell 2500 Index

 

14,142 units

 

 

168,543

 

Wells Fargo Advantage Intrinsic Small Cap Value

 

71,926 units

 

 

848,521

 

BlackRock US Debt Index

 

4,380 units

 

 

45,084

 

Total separate trust accounts

 

 

 

42,206,623

 

 

 

 

 

 

 

Self-directed brokerage assets

 

 

 

76,443

 

 

 

 

 

 

 

Promissory notes*

 

Varying maturity dates with interest rates ranging from 4.25% to 9.25%

 

5,428,656

 

Total assets (held at end of year)

 

 

 

  $

69,372,289

 

 

*Indicates a party-in-interest to the Plan.

 

19



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.

 

 

 

 

CAPITAL ACCUMULATION PLAN

 

 

 

 

 

 

 

Date: April 24, 2015

 

By:

/s/ JODY H. FERAGEN

 

 

 

JODY H. FERAGEN

 

 

 

Executive Vice President and Chief Financial Officer,
Hormel Foods Corporation

 

20



Table of Contents

 

EXHIBIT INDEX

 

 

Exhibit
Number

 

Description

23

 

Consent of Independent Registered Public Accounting Firm

 

21