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:

 

 

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 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

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 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 Hormel Foods Corporation Tax Deferred Investment Plan B’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

 

Hormel Foods Corporation
Tax Deferred Investment Plan B

 

Statements of Net Assets Available for Benefits

 

 

 

 

October 26,

 

October 27,

 

 

 

2014

 

2013

 

Assets

 

 

 

 

 

Investments, at fair value

 

 $

185,743,347

 

$

169,981,619

 

Receivables:

 

 

 

 

 

Contributions from Hormel Foods Corporation

 

463,795

 

439,015

 

Contributions from participants

 

383,358

 

384,195

 

Promissory notes from participants

 

6,456,046

 

5,910,403

 

Total receivables

 

7,303,199

 

6,733,613

 

Net assets available for benefits, at fair value

 

193,046,546

 

176,715,232

 

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

 

(3,699,300

)

(3,651,030

)

Net assets available for benefits

 

 $

189,347,246

 

$

173,064,202

 

 

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 26,

 

Year Ended
October 27,

 

 

 

2014

 

2013

 

Additions:

 

 

 

 

 

Contributions from Hormel Foods Corporation

 

$

1,337,405

 

$

1,231,223

 

Contributions from participants

 

6,464,228

 

6,194,263

 

Employee rollover

 

99,660

 

390,515

 

Investment income

 

2,419,818

 

1,491,579

 

Interest income – promissory notes receivable

 

319,130

 

288,982

 

Total additions

 

10,640,241

 

9,596,562

 

 

 

 

 

 

 

Deductions:

 

 

 

 

 

Distributions

 

11,883,134

 

11,592,526

 

Administrative expenses

 

104,487

 

130,645

 

Total deductions

 

11,987,621

 

11,723,171

 

 

 

 

 

 

 

Net realized and unrealized appreciation in fair value of investments

 

17,630,424

 

33,298,310

 

Net additions

 

16,283,044

 

31,171,701

 

Net assets available for benefits at beginning of year

 

173,064,202

 

141,892,501

 

Net assets available for benefits at end of year

 

$

189,347,246

 

$

173,064,202

 

 

See accompanying notes.

 

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Table of Contents

 

Hormel Foods Corporation
Tax Deferred Investment Plan B

 

Notes to Financial Statements

 

October 26, 2014

 

 

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 Board of Directors 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.

 

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. 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.

 

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.

 

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Hormel Foods Corporation
Tax Deferred Investment Plan B

 

Notes to Financial Statements (continued)

 

 

2. Description of the Plan (continued)

 

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.

 

Employee contributions are always 100% vested in the participants’ Plan accounts. The vesting period for employer contributions for eligible participants are dependent upon the source of the contribution as well as the location and/or the  bargaining agreement of the employee.  No vesting periods for this plan are longer than three years. Forfeitures used to reduce employer contributions for the years ended October 26, 2014 and October 27, 2013, were $14,191 and $3,025, respectively. Cumulative forfeited non-vested accounts as of October 26, 2014 and October 27, 2013, were $8,656 and $7,508, 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.

 

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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)

 

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 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.

 

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.

 

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 in fair value as follows:

 

 

 

Year Ended
October 26,
2014

 

Year Ended
October 27,
2013

 

Net appreciation in fair value during the year:

 

 

 

 

 

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

 

$13,893,082

 

$ 23,711,277

 

Pooled separate accounts

 

 

4,458,741

 

Mutual funds

 

1,714,123

 

2,924,126

 

Collective trusts

 

2,013,442

 

1,214,548

 

Separate trust accounts

 

 

986,510

 

Self-directed brokerage accounts

 

9,777

 

3,108

 

 

 

$17,630,424

 

$ 33,298,310

 

 

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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 26,
2014

 

October 27,
2013

 

Non-pooled separate account:

 

 

 

 

 

State Street Corporation:

 

 

 

 

 

Hormel Foods Corporation Stock Fund

 

$  81,726,565

 

$  69,063,944

 

 

 

 

 

 

 

Insurance company general account:

 

 

 

 

 

Massachusetts Mutual Life Insurance Company:

 

 

 

 

 

General Investment Account

 

42,974,165

 

43,327,513

 

 

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.

 

9



Table of Contents

 

Hormel Foods Corporation
Tax Deferred Investment Plan B

 

Notes to Financial Statements (continued)

 

3. Investments and Fair Value Measurement (continued)

 

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.

 

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.

 

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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 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 44% and 41% 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 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. 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.

 

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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 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.

 

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.

 

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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 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.

 

The following tables present 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

 

$

 42,974,165

 

Liquidation

 

Assumed interest rate Experience rate

 

1.32%
3.01%

 

 

 

October 27, 2013

Investment

 

Fair Value

 

Valuation
Technique

 

Significant
Unobservable
Inputs

 

Weighted
Average

 

 

 

 

 

 

 

 

 

General investment account

 

$

 43,327,513

 

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.

 

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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 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 2.79% during the 2013 plan year, which approximates the actual interest rate credited to the Plan participants.

 

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

 

$

15,681,713

 

$

15,681,713

 

$

 

$

-

 

International equities

 

4,252,695

 

4,252,695

 

 

 

Fixed income

 

2,640,649

 

2,640,649

 

 

 

Total mutual funds

 

22,575,057

 

22,575,057

 

 

 

Collective trusts:

 

 

 

 

 

 

 

 

 

LifePath funds

 

35,866,518

 

 

35,866,518

 

 

U.S. equities

 

2,236,098

 

 

2,236,098

 

 

International equities

 

93,912

 

 

93,912

 

 

Fixed income

 

164,194

 

 

164,194

 

 

Total collective trusts

 

38,360,722

 

 

38,360,722

 

 

Total separate trust accounts

 

60,935,779

 

22,575,057

 

38,360,722

 

 

 

 

 

 

 

 

 

 

 

 

Non-pooled separate account:

 

 

 

 

 

 

 

 

 

Hormel Foods Corporation Stock Fund

 

81,726,565

 

81,726,565

 

 

 

 

 

 

 

 

 

 

 

 

 

Self-directed brokerage accounts:

 

 

 

 

 

 

 

 

 

Common stock

 

33,168

 

33,168

 

 

 

Mutual funds

 

73,606

 

73,606

 

 

 

Cash

 

64

 

64

 

 

 

Total self-directed brokerage accounts

 

106,838

 

106,838

 

 

 

 

 

 

 

 

 

 

 

 

 

General Investment Account

 

42,974,165

 

 

 

42,974,165

 

 

 

$

185,743,347

 

$

104,408,460

 

$

38,360,722

 

$

42,974,165

 

 

14



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 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

 

 

15



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 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

 

Purchases

 

9,680,822

 

 

9,680,822

 

Sales

 

(11,306,947

)

 

(11,306,947

)

Interest and dividend income*

 

1,224,507

 

 

1,224,507

 

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

 

48,270

 

 

48,270

 

Balance, October 26, 2014

 

$

42,974,165

 

$

 

$

42,974,165

 

 

*   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 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 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.

 

16



Table of Contents

 

Hormel Foods Corporation
Tax Deferred Investment Plan B

 

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.

 

In addition, State Street Global Markets, LLC also managed the self-directed brokerage accounts and offered a money market investment for these accounts through June 30, 2014.

 

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

 

17



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 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*

 

 

1,060,600 units

 

 

 $

81,726,565

 

 

 

 

 

 

 

 

 

Insurance company general account:

 

 

 

 

 

 

 

Massachusetts Mutual Life Insurance Company*:

 

 

 

 

 

 

 

General Investment Account, contract value

 

 

1,909,618 units

 

 

39,274,865

 

 

 

 

 

 

 

 

 

Separate trust accounts:

 

 

 

 

 

 

 

State Street Corporation*:

 

 

 

 

 

 

 

Dodge & Cox International Stock Fund

 

 

290,573 units

 

 

4,252,695

 

Wasatch Small Cap Growth Fund

 

 

140,789 units

 

 

1,974,114

 

BlackRock LifePath Index 2015

 

 

369,965 units

 

 

3,942,516

 

BlackRock LifePath Index 2020

 

 

677,153 units

 

 

7,298,523

 

BlackRock LifePath Index 2025

 

 

753,889 units

 

 

8,194,213

 

BlackRock LifePath Index 2030

 

 

456,021 units

 

 

4,997,115

 

BlackRock LifePath Index 2035

 

 

381,810 units

 

 

4,214,568

 

BlackRock LifePath Index 2040

 

 

200,925 units

 

 

2,231,592

 

BlackRock LifePath Index 2045

 

 

175,451 units

 

 

1,960,297

 

BlackRock LifePath Index 2050

 

 

98,344 units

 

 

1,105,346

 

BlackRock LifePath Index 2055

 

 

43,901 units

 

 

495,386

 

BlackRock LifePath Index Retirement

 

 

134,485 units

 

 

1,426,962

 

Loomis Sayles Value Y

 

 

630,402 units

 

 

7,771,149

 

BlackRock S&P 500 Stock Fund

 

 

163,599 units

 

 

2,035,116

 

Harbor Capital Appreciation

 

 

257,802 units

 

 

3,381,206

 

BlackRock Russell 2500 Index

 

 

16,863 units

 

 

200,982

 

Wells Fargo Advantage Intrinsic Small Cap Value

 

 

216,600 units

 

 

2,555,244

 

BlackRock MSCI ACWI ex-US Index

 

 

9,111 units

 

 

93,912

 

PIMCO Total Return Institutional

 

 

262,449 units

 

 

2,640,649

 

BlackRock US Debt Index

 

 

15,952 units

 

 

164,194

 

Total separate trust accounts

 

 

 

60,935,779

 

 

 

 

 

 

 

Promissory notes*

 

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

 

6,456,046

 

 

 

 

 

 

 

Self-directed brokerage assets

 

 

 

106,838

 

Total assets (held at end of year)

 

 

 

 $

188,500,093

 

 

 

 

 

 

 

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

 

 

 

 

 

 

18



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 24, 2015

By:

/s/ JODY H. FERAGEN

 

 

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

 

19



Table of Contents

 

EXHIBIT INDEX

 

 

Exhibit
Number

 

Description

23

 

Consent of Independent Registered Public Accounting Firm

 

20