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 B

 

 

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 B

 

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)

 

 

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Table of Contents

 

Report of Independent Registered Public Accounting Firm

 

The Employee Benefits Committee

Hormel Foods Corporation Tax Deferred Investment Plan B

 

We have audited the accompanying statements of net assets available for benefits of the Hormel Foods Corporation Tax Deferred Investment Plan B (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

 

 

 

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Table of Contents

 

Hormel Foods Corporation

Tax Deferred Investment Plan B

 

Statements of Net Assets Available for Benefits

 

 

 

October 27,

 

October 28,

 

 

 

2013

 

2012

 

Assets

 

 

 

 

 

Investments, at fair value

 

 $

169,981,619

 

$

141,489,730

 

Receivables:

 

 

 

 

 

Contributions from Hormel Foods Corporation

 

439,015

 

421,137

 

Contributions from participants

 

384,195

 

392,367

 

Promissory notes from participants

 

5,910,403

 

5,350,168

 

Total receivables

 

6,733,613

 

6,163,672

 

Net assets available for benefits, at fair value

 

176,715,232

 

147,653,402

 

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

 

(3,651,030

)

(5,760,901

)

Net assets available for benefits

 

 $

173,064,202

 

$

141,892,501

 

 

See accompanying notes.

 

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Table of Contents

 

Hormel Foods Corporation

Tax Deferred Investment Plan B

 

Statements of Changes in Net Assets Available for Benefits

 

 

 

Year Ended
October 27,

 

Year Ended
October 28,

 

 

 

2013

 

2012

 

Additions:

 

 

 

 

 

Contributions from Hormel Foods Corporation

 

 $

1,231,223

 

$

995,535

 

Contributions from participants

 

6,194,263

 

5,679,326

 

Employee rollover

 

390,515

 

99,848

 

Investment income

 

1,491,579

 

1,201,070

 

Interest income – promissory notes receivable

 

288,982

 

279,596

 

Total additions

 

9,596,562

 

8,255,375

 

 

 

 

 

 

 

Deductions:

 

 

 

 

 

Distributions

 

11,592,526

 

5,339,660

 

Administrative expenses

 

130,645

 

130,221

 

Total deductions

 

11,723,171

 

5,469,881

 

 

 

 

 

 

 

Net realized and unrealized appreciation in fair value of investments

 

33,298,310

 

3,202,526

 

Net additions

 

31,171,701

 

5,988,020

 

Net assets available for benefits at beginning of year

 

141,892,501

 

135,904,481

 

Net assets available for benefits at end of year

 

 $

173,064,202

 

$

141,892,501

 

 

See accompanying notes.

 

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Table of Contents

 

Hormel Foods Corporation

Tax Deferred Investment Plan B

 

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 B (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.

 

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Hormel Foods Corporation

Tax Deferred Investment Plan B

 

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 nonexempt hourly employees of the Company and certain eligible subsidiaries who have completed one year of eligibility service. A year of eligibility service would be a year beginning with the first day of employment in which an employee worked 1,000 hours or any subsequent fiscal year in which an employee works 1,000 hours.

 

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. Effective September 12, 2011, certain participants of the Plan are deemed to be automatically enrolled in the Plan at the current rate of 2% of their compensation for each pay period. The Plan contains a diversified selection of funds intended to satisfy Section 404(c) of ERISA. Eligible employees receive company-matching contributions according to the terms of their subscribing employer plan agreement.

 

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.

 

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Table of Contents

 

Hormel Foods Corporation

Tax Deferred Investment Plan B

 

Notes to Financial Statements (continued)

 

 

 

2. Description of the Plan (continued)

 

Employee contributions are always 100% vested in the participants’ Plan accounts. Employer contributions are 100% vested for those participants hired prior to January 1, 2012, except for Dan’s Prize Inc. employees who have a three-year cliff vesting schedule for employer discretionary contributions. Effective September 12, 2011, for eligible participants hired on or after January 1, 2012, employer-matching contributions will vest 100% after three years of vesting service. Forfeitures used to reduce employer contributions for the years ended October 27, 2013 and October 28, 2012, were $3,025 and $21,261, respectively. Cumulative forfeited non-vested accounts as of October 27, 2013 and October 28, 2012, were $7,508 and $6,813, respectively.

 

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 the 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.

 

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 the 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

 

Hormel Foods Corporation

Tax Deferred Investment Plan B

 

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,
2013

 

Year Ended
October 28,
2012

 

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

 

 

 

 

 

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

 

 $

23,711,277

 

$

(15,546

)

Pooled separate accounts

 

4,458,741

 

2,599,124

 

Mutual funds

 

2,924,126

 

 

Collective trusts

 

1,214,548

 

 

Separate trust accounts

 

986,510

 

618,948

 

Self-directed brokerage accounts

 

3,108

 

 

 

 

 $

33,298,310

 

$

3,202,526

 

 

 

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Table of Contents

 

Hormel Foods Corporation

Tax Deferred Investment Plan B

 

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

 

Non-pooled separate account:

 

 

 

 

 

State Street Corporation:

 

 

 

 

 

Hormel Foods Corporation Stock Fund

 

$

69,063,944

 

$

50,924,377

 

 

 

 

 

 

 

Insurance company general account:

 

43,327,513

 

43,864,622

 

Massachusetts Mutual Life Insurance Company:

 

 

 

 

 

General Investment Account

 

 

 

 

 

 

 

 

 

 

 

Pooled separate accounts:

 

 

 

 

 

Massachusetts Mutual Life Insurance Company:

 

 

 

 

 

Growth Option Fund

 

 

9,699,025

 

Moderate Option Fund

 

 

8,279,872

 

Aggressive Option Fund

 

 

7,605,350

 

 

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

 

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Table of Contents

 

Hormel Foods Corporation

Tax Deferred Investment Plan B

 

Notes to Financial Statements (continued)

 

 

 

3. Investments and Fair Value Measurement (continued)

 

                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.

 

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.

 

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Table of Contents

 

Hormel Foods Corporation

Tax Deferred Investment Plan B

 

Notes to Financial Statements (continued)

 

 

 

3. Investments and Fair Value Measurement (continued)

 

·                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.

 

·                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, and 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.

 

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Table of Contents

 

Hormel Foods Corporation

Tax Deferred Investment Plan B

 

Notes to Financial Statements (continued)

 

 

 

3. Investments and Fair Value Measurement (continued)

 

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 41% and 36% 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.

 

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.

 

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Table of Contents

 

Hormel Foods Corporation

Tax Deferred Investment Plan B

 

Notes to Financial Statements (continued)

 

 

 

3. Investments and Fair Value Measurement (continued)

 

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.

 

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”.

 

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Table of Contents

 

Hormel Foods Corporation

Tax Deferred Investment Plan B

 

Notes to Financial Statements (continued)

 

 

 

3. Investments and Fair Value Measurement (continued)

 

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

 

$

43,327,513

 

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 3.10% and 3.20% as of October 27, 2013 and October 28, 2012, respectively. The average yield was 2.79% during the 2013 plan year and 2.87% 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.

 

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Table of Contents

 

Hormel Foods Corporation

Tax Deferred Investment Plan B

 

Notes to Financial Statements (continued)

 

 

 

3. Investments and Fair Value Measurement (continued)

 

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, and 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.”

 

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Table of Contents

 

Hormel Foods Corporation

Tax Deferred Investment Plan B

 

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

 

 $

16,128,846

 

$

16,128,846

 

$

 

$

 

International equities

 

4,073,848

 

4,073,848

 

 

 

Fixed income

 

2,793,621

 

2,793,621

 

 

 

Total mutual funds

 

22,996,315

 

22,996,315

 

 

 

Collective trusts:

 

 

 

 

 

 

 

 

 

LifePath funds

 

32,500,617

 

 

32,500,617

 

 

U.S. equities

 

1,956,664

 

 

1,956,664

 

 

International equities

 

27,930

 

 

27,930

 

 

Fixed income

 

9,525

 

 

9,525

 

 

Total collective trusts

 

34,494,736

 

 

34,494,736

 

 

Total separate trust accounts

 

57,491,051

 

22,996,315

 

34,494,736

 

 

 

 

 

 

 

 

 

 

 

 

Non-pooled separate account:

 

 

 

 

 

 

 

 

 

Hormel Foods Corporation Stock Fund

 

69,063,944

 

69,063,944

 

 

 

 

 

 

 

 

 

 

 

 

 

Self-directed brokerage accounts:

 

 

 

 

 

 

 

 

 

Common stock

 

78,255

 

78,255

 

 

 

Mutual funds

 

20,856

 

20,856

 

 

 

Total self-directed brokerage accounts

 

99,111

 

99,111

 

 

 

 

 

 

 

 

 

 

 

 

 

General Investment Account

 

43,327,513

 

 

 

43,327,513

 

 

 

 $

169,981,619

 

$

92,159,370

 

$

34,494,736

 

$

43,327,513

 

 

17



Table of Contents

 

Hormel Foods Corporation

Tax Deferred Investment Plan B

 

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

 

 $

26,625,412

 

$

 

$

25,584,247

 

$

1,041,165

 

U.S. equities

 

6,890,518

 

 

6,890,518

 

 

Fixed income

 

1,263,678

 

 

1,263,678

 

 

Total pooled separate accounts

 

34,779,608

 

 

33,738,443

 

1,041,165

 

 

 

 

 

 

 

 

 

 

 

Separate trust accounts:

 

 

 

 

 

 

 

 

 

U.S. equities

 

6,831,923

 

6,831,923

 

 

 

International equities

 

3,217,102

 

3,217,102

 

 

 

Fixed income

 

1,872,098

 

1,872,098

 

 

 

Total separate trust accounts

 

11,921,123

 

11,921,123

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-pooled separate account:

 

 

 

 

 

 

 

 

 

Hormel Foods Corporation Stock Fund

 

50,924,377

 

50,924,377

 

 

 

 

 

 

 

 

 

 

 

 

 

General Investment Account

 

43,864,622

 

 

 

43,864,622

 

 

 

 $

141,489,730

 

$

62,845,500

 

$

33,738,443

 

$

44,905,787

 

 

18



Table of Contents

 

Hormel Foods Corporation

Tax Deferred Investment Plan B

 

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

 

$

39,796,849

 

$

657,776

 

$

40,454,625

 

Purchases

 

8,191,861

 

573,070

 

8,764,931

 

Sales

 

(7,782,091

)

(235,462

)

(8,017,553

)

Interest and dividend income*

 

1,201,159

 

1

 

1,201,160

 

Realized gains**

 

 

14,063

 

14,063

 

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

 

2,456,844

 

31,717

 

2,488,561

 

Balance, October 28, 2012

 

43,864,622

 

1,041,165

 

44,905,787

 

Purchases

 

14,620,128

 

200,245

 

14,820,373

 

Sales

 

(14,261,716

)

(1,293,828

)

(15,555,544

)

Interest and dividend income*

 

1,214,351

 

2

 

1,214,353

 

Realized gains**

 

 

52,416

 

52,416

 

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

 

(2,109,872

)

 

(2,109,872

)

Balance, October 27, 2013

 

$

43,327,513

 

$

 

$

43,327,513

 

 

* 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 B

 

Notes to Financial Statements (continued)

 

 

 

4. Income Tax Status

 

The Plan has received a determination letter from the IRS dated February 3, 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 requesting 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 Massachusetts 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 B

 

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

 

EIN: 41-0319970 Plan Number: 051

 

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*

 

1,076,746 units

 

 

 $

69,063,944

 

 

 

 

 

 

 

 

Insurance company general account:

 

 

 

 

 

 

Massachusetts Mutual Life Insurance Company*:

 

 

 

 

 

 

General Investment Account, contract value

 

1,989,570 units

 

 

39,676,483

 

 

 

 

 

 

 

 

Separate trust accounts:

 

 

 

 

 

 

State Street Corporation*:

 

 

 

 

 

 

Dodge & Cox International Stock Fund

 

291,517 units

 

 

4,073,848

 

Wasatch Small Cap Growth Fund

 

178,376 units

 

 

2,484,135

 

BlackRock LifePath Index 2015

 

400,034 units

 

 

4,075,271

 

BlackRock LifePath Index 2020

 

660,446 units

 

 

6,784,603

 

BlackRock LifePath Index 2025

 

713,541 units

 

 

7,371,865

 

BlackRock LifePath Index 2030

 

426,482 units

 

 

4,432,822

 

BlackRock LifePath Index 2035

 

347,404 units

 

 

3,630,175

 

BlackRock LifePath Index 2040

 

165,509 units

 

 

1,737,044

 

BlackRock LifePath Index 2045

 

150,814 units

 

 

1,588,854

 

BlackRock LifePath Index 2050

 

88,089 units

 

 

932,088

 

BlackRock LifePath Index 2055

 

24,357 units

 

 

258,497

 

BlackRock LifePath Index Retirement

 

166,258 units

 

 

1,689,398

 

Loomis Sayles Value Y

 

673,104 units

 

 

7,416,297

 

BlackRock S&P 500 Stock Fund

 

168,068 units

 

 

1,835,261

 

Harbor Capital Appreciation

 

310,796 units

 

 

3,617,428

 

BlackRock Russell 2500 Index

 

10,719 units

 

 

121,403

 

Wells Fargo Advantage Intrinsic Small Cap Value

 

233,729 units

 

 

2,610,986

 

BlackRock MSCI ACWI ex-US Index

 

2,648 units

 

 

27,930

 

PIMCO Total Return Institutional

 

286,135 units

 

 

2,793,621

 

BlackRock US Debt Index

 

965 units

 

 

9,525

 

Total separate trust accounts

 

 

 

57,491,051

 

 

 

 

 

 

 

Promissory notes*

 

Varying maturity dates with interest rates ranging from 5.25% to 10.25%

 

5,910,403

 

 

 

 

 

 

 

Self-directed brokerage assets

 

 

 

99,111

 

Total assets (held at end of year)

 

 

 

 $

172,240,992

 

 

*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 B

 

 

 

 

 

 

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