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 25, 2009
OR
o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
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
Audited Financial Statements and Schedule
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Audited Financial Statements |
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Schedule |
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Schedule H, Line 4i Schedule of Assets (Held at End of Year) |
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Report of Independent Registered Public Accounting Firm
The Employee Benefits Committee
Hormel Foods Corporation
Tax Deferred Investment Plan A
We have audited the accompanying statements of net assets available for benefits of the Hormel Foods Corporation Tax Deferred Investment Plan A (the Plan) as of October 25, 2009 and 2008, 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 Plans 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 Plans 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 Plans 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 25, 2009 and 2008, 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 performed 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 25, 2009, is presented for the purpose of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plans management. The supplemental schedule 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.
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/s/ Ernst & Young LLP |
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Minneapolis, Minnesota |
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April 23, 2010 |
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Statements of Net Assets Available for Benefits
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October 25, |
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October 25, |
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Assets |
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Investments, at fair value |
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$ |
355,273,423 |
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$ |
270,194,962 |
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Contributions receivable from Hormel Foods Corporation |
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15,208 |
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151,121 |
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Contributions receivable from participants |
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322,430 |
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397,704 |
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Net assets available for benefits, at fair value |
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355,611,061 |
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270,743,787 |
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Adjustment from fair value to contract value for interest in fully benefit-responsive investment contracts |
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(4,299,955 |
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1,584,728 |
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Net assets available for benefits |
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$ |
351,311,106 |
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$ |
272,328,515 |
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See accompanying notes.
Statements of Changes in Net Assets Available for Benefits
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Year Ended October 25 |
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2009 |
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2008 |
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Additions: |
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Contributions from Hormel Foods Corporation |
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$ |
3,435,860 |
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$ |
3,350,947 |
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Contributions from participants |
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23,609,128 |
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23,992,417 |
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Employee rollover |
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495,203 |
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2,947,225 |
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Interest and dividend income |
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5,196,380 |
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5,244,343 |
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Assets transferred to the Plan |
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1,382,403 |
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Total additions |
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32,736,571 |
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36,917,335 |
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Deductions: |
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Distributions |
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10,981,088 |
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15,149,337 |
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Administrative expenses |
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180,101 |
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112,697 |
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Total deductions |
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11,161,189 |
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15,262,034 |
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Net realized and unrealized appreciation (depreciation) in fair value of investments |
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57,407,209 |
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(108,593,394 |
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Net additions (deductions) |
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78,982,591 |
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(86,938,093 |
) |
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Net assets available for benefits at beginning of year |
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272,328,515 |
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359,266,608 |
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Net assets available for benefits at end of year |
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$ |
351,311,106 |
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$ |
272,328,515 |
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See accompanying notes.
October 25, 2009
1. Significant Accounting Policies
The accounting records of the Hormel Foods Corporation (the Company or the Sponsor) Tax Deferred Investment Plan A (the Plan) are maintained on the accrual basis.
Investments held by the Plan are stated at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The company adopted the required provisions of the FASB Fair Value Measurement Standard (primarily codified in ASC Topic 820) at the beginning of the Plan year, resulting in no impact to the Plans financial statements. 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 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.
Certain prior-year amounts in the statement of net assets available for benefits and statement of changes in net assets available for benefits have been reclassified to conform to the current-year presentation.
In May 2009, the FASB issued ASC Topic 855 (ASC 855, originally issued as SAS No. 165, Subsequent Events), as amended by Accounting Standards Update (ASU) 2010-09, which sets forth general standards of accounting for and disclosure of events that occur after the statement of net assets date but before financial statements are issued or are available to be issued. The Plan adopted the amended guidance of ASC 855 during 2009. The updated accounting guidance incorporated into ASC Topic 855 requires the disclosure of the date through which the Plan has evaluated its subsequent events and the basis for that date. The Plan has evaluated its subsequent events through April 23, 2010, the date the financial statements are available to be issued.
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 Plans provisions. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Effective October 26, 2008, the Plans year-end was changed to the last Sunday of October, from the last Saturday in October.
The Plan is a contributory defined-contribution plan covering employees of the Company and certain eligible subsidiaries who have completed six months of eligibility service and worked at least 500 hours during those six months.
Employees who have not made a retirement savings election shall be deemed to have automatically elected to participate in the Plan at the automatic enrollment percentage (currently 3%). Participants who make a retirement savings election can authorize a deduction of 1% to 50% of their compensation for each pay period. The Plan contains a diversified selection of funds intended to satisfy Section 404(c) of ERISA. Participants also may invest in self-directed brokerage accounts. The Company contributes a matching contribution, currently 50% of the participants contribution, not to exceed $900 per year for the plan years ended October 25, 2009 and 2008, respectively.
Each participants account is credited with the participants and the Companys 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 participants account.
Employee contributions are always 100% vested in the participants plan accounts. Employer contributions are 100% vested except for Dans Prize Inc., which is more fully discussed below. Forfeitures used to reduce employer contributions for Dans Prize Inc. for the years ended October 25, 2009 and 2008, were $6,812 and $27,444, respectively. Cumulative forfeited nonvested accounts as of October 25, 2009 and 2008, were $7,659 and $3,046, respectively.
Most benefits are paid upon termination of service in a lump-sum amount equal to the vested value of a participants 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.
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
Participants may borrow from their fund accounts a minimum of $500 up to a maximum of the lesser of $50,000 or 50% of their account balances. Loan terms range from one year to five years or up to 15 years for the purchase of a primary residence. The loans are secured by the balance in a participants account. Principal and interest are paid ratably through payroll deductions.
On October 8, 2007, the Hormel Foods Corporation Employee Benefits Committee resolved to merge the participants and assets of the Dans Prize Inc. Employee Retirement Plan into the Hormel Foods Corporation Tax Deferred Investment Plan A and the Hormel Foods Corporation Tax Deferred Investment Plan B. The Dans Prize Inc. exempt and nonexempt office employees are eligible participants in Plan A. Accordingly, those assets and participants were merged into the Plan based on their eligibility as of October 27, 2007. The assets transferred on or before October 27, 2007, continue to vest according to the established five-year cliff vesting schedule contained within the Dans Prize Inc. Employee Retirement Plan. Future employer profit-sharing contributions after October 26, 2007, from Dans Prize Inc. to Plan A shall employ a three-year cliff vesting schedule.
On August 7, 2007, the Hormel Foods Corporation Employee Benefits Committee resolved the participants of the Burke Marketing Corporation 401(k) plan were eligible to participate in the Plan in September 2007. Employment service with Burke Marketing Corporation counted toward vesting and eligibility in the Plan.
On October 24, 2007, the Hormel Foods Corporation Employee Benefits Committee resolved to merge the participants and assets of the Mexican Accent, LLC Savings and Retirement Plan into the Plan. The assets totaling $1,382,404 were transferred into the Plan prior to December 31, 2007, and participants were merged into the Plan based on their eligibility as of January 1, 2008. The assets transferred into the Plan became 100% vested in accordance with the vesting schedule of the Plan.
The employer may, at its sole discretion, discontinue contributions or terminate the Plan at any time subject to the provisions of ERISA. Upon the Plans termination, all amounts credited to participants would become fully vested, and the assets of the Plan would be distributed to participants based on amounts previously credited to their respective accounts.
Notes to Financial Statements (continued)
3. Investments and Fair Value Measurement
During the years ended October 25, 2009 and 2008, the Plans investments (including investments bought and sold, as well as held during the year) appreciated or (depreciated) in fair value by $57,407,209 and $(108,593,394), respectively, as follows:
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2009 |
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2008 |
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Net appreciation (depreciation) in fair value during the year: |
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Nonpooled separate account (containing company stock) |
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$ |
10,300,806 |
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$ |
(10,125,308 |
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Separate trust accounts |
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4,348,551 |
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(9,432,225 |
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Pooled separate accounts |
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40,260,921 |
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(82,721,620 |
) |
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Equity securities (self-directed brokerage accounts) |
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633,926 |
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(498,275 |
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Mutual funds (self-directed brokerage accounts) |
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1,852,317 |
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(5,815,096 |
) |
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Other (self-directed brokerage accounts) |
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10,688 |
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(870 |
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$ |
57,407,209 |
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$ |
(108,593,394 |
) |
The Plan, at the discretion of the participants, is authorized to invest up to 100% of the fair value of its net assets available for benefits in the common stock of the Company. Such investment totaled approximately 14% and 14% of total investments at October 25, 2009 and 2008, respectively.
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 Plans net assets is as follows:
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October 25, |
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October 25, |
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Nonpooled separate account: |
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State Street Hormel Stock: |
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Hormel Foods Corporation common stock |
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$ |
47,264,293 |
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$ |
36,198,179 |
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State Street Money Market Fund |
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875,659 |
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891,394 |
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Total nonpooled separate account |
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48,139,952 |
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37,089,573 |
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Pooled separate accounts: |
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Massachusetts Mutual Life Insurance Company: |
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Aggressive Growth Option |
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40,976,012 |
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30,304,327 |
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Moderate Growth Option |
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33,375,852 |
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25,408,966 |
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American Funds EuroPacific Growth Fund |
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25,067,644 |
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14,144,721 |
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Insurance company general account: |
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Massachusetts Mutual Life Insurance Company: |
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General Investment Account |
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87,519,527 |
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77,572,500 |
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For the year ended October 25, 2009, the Plan adopted the provisions of FASB ASC 820, Fair Value Measurements and Disclosures (ASC 820), for its financial assets and liabilities carried at fair value on a recurring basis in its financial statements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). ASC 820 also 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.
Notes to Financial Statements (continued)
3. Investments and Fair Value Measurement (continued)
Level 2: Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the following:
· Quoted prices for similar assets and liabilities in active markets
· Quoted prices for identical or similar assets or liabilities in markets that are not active
· Observable inputs other than quoted prices that are used in the valuation of the assets or liabilities (e.g., interest rate and yield curve quotes at commonly quoted intervals)
· Inputs that are derived principally from or corroborated by observable market data by correlation or other means
Level 3: Unobservable inputs that reflect an entitys 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 measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy.
Pooled Separate Accounts
Fair value represents the net asset value 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 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 excluding transaction costs, minus its liabilities, and then divided by the number of shares outstanding.
The pooled separate accounts also include a general investment account which is adjusted for contract value and therefore deemed to be a Level 3 investment. See below for a description of the general investment account.
Notes to Financial Statements (continued)
3. Investments and Fair Value Measurement (continued)
Separate Trust Accounts
The separate trust accounts consist primarily of marketable securities valued at the last reported sales price on the last business day of the year.
Nonpooled Separate Accounts
The nonpooled 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.
Self-Directed Brokerage Assets
The self-directed brokerage assets consist of common stock, preferred stock, mutual funds, and federal bonds, which are valued at the last reported sales price on the last business day of the year, and uninvested cash, is which is recorded at carrying value as maturities are less than three months.
Participant Loans
Participant loans are valued at their outstanding balances, which approximate fair value.
General Investment Account
The investment in the insurance company general account is reported at fair value with a reported adjustment to contract value shown in the statement of net assets available for benefits. The statement of changes in net assets available for benefits is prepared on a contract value basis. The Plans insurance company general account contract is fully benefit-responsive. Benefit responsiveness is defined as the extent to which a contracts terms and the Plan permit or require participant-initiated withdrawals at contract value.
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. 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 Plans 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), which cause 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 Plans 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 or on the contract anniversary date with 90 days prior notice.
The crediting interest rate on the General Investment Account was 4.00% and 4.30% as of October 25, 2009 and 2008, respectively. The average yield was 4.06% during plan year 2009, which approximates the actual interest rate credited to the plan participants.
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 25, 2009, and their level within the fair value hierarchy, are as follows:
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Fair Value Measurements at October 25, 2009 |
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Fair Value at |
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Quoted Prices |
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Significant |
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Significant |
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Investments at fair value: |
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Pooled separate accounts |
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$ |
179,242,349 |
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$ |
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$ |
87,874,788 |
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$ |
91,367,561 |
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Separate trust accounts |
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21,523,969 |
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21,523,969 |
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|
|
|
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Nonpooled separate accounts |
|
48,139,952 |
|
48,139,952 |
|
|
|
|
|
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Self-directed brokerage assets |
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11,012,208 |
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11,012,208 |
|
|
|
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Participant loans |
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7,835,418 |
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|
|
|
|
7,835,418 |
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General investment accounts |
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87,519,527 |
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|
|
|
|
87,519,527 |
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|
|
$ |
355,273,423 |
|
$ |
80,676,129 |
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$ |
87,874,788 |
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$ |
186,722,506 |
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A reconciliation of the beginning and ending balance of the investments measured at fair value using significant unobservable inputs (Level 3) is as follows:
Beginning balance |
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$ |
152,270,393 |
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Purchases, issuances, and settlements (net) |
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13,514,456 |
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Realized (losses) gains |
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(2,644,872 |
) |
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Unrealized gains (losses) |
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27,041,239 |
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Transfers in and out of Level 3 |
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(3,458,710 |
) |
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Ending balance |
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$ |
186,722,506 |
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Notes to Financial Statements (continued)
4. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service dated February 4, 2003, 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. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan sponsor has indicated that it will take the necessary steps, if any, to bring the Plans operations into compliance with the Code.
5. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks, such as interest rate, market, 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.
Schedule H, Line 4i Schedule of Assets (Held at End
of Year)
EIN: 41-0319970 Plan: 050
Identity
of Issuer, Borrower, |
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Number of |
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Current |
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Nonpooled separate account: |
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|
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State Street Corporation:* |
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|
|
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|
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Hormel Stock Fund |
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2,117,560 units |
|
$ |
48,139,952 |
|
|
|
|
|
|
|
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Insurance company general account: |
|
|
|
|
|
|
Massachusetts Mutual Life Insurance Company:* |
|
|
|
|
|
|
General Investment Account |
|
4,780,932 units |
|
83,219,572 |
|
|
|
|
|
|
|
|
|
Pooled separate accounts: |
|
|
|
|
|
|
Massachusetts Mutual Life Insurance Company:* |
|
|
|
|
|
|
Aggressive Growth Option |
|
3,082,047 units |
|
40,976,012 |
|
|
Moderate Growth Option |
|
2,355,241 units |
|
33,375,852 |
|
|
Select Fundamental Value Fund (Wellington) |
|
122,229 units |
|
15,634,207 |
|
|
Select Small Cap Value Equity Fund (SSgA) |
|
117,017 units |
|
8,893,528 |
|
|
Select Large Cap Value (Davis) |
|
64,993 units |
|
10,377,606 |
|
|
Conservative Growth Option |
|
1,158,585 units |
|
17,015,697 |
|
|
Select Indexed Equity Fund (Northern Trust) |
|
62,141 units |
|
6,208,839 |
|
|
American Funds EuroPacific Growth Fund |
|
310,213 units |
|
25,067,644 |
|
|
American Funds Growth Fund of America |
|
179,714 units |
|
13,759,463 |
|
|
Premier Core Bond Fund (Babson Capital) |
|
3,571 units |
|
6,164,657 |
|
|
Conservative Journey |
|
11,423 units |
|
1,768,844 |
|
|
Total pooled separate accounts |
|
|
|
179,242,349 |
|
|
|
|
|
|
|
|
|
Separate trust accounts: |
|
|
|
|
|
|
State Street Corporation:* |
|
|
|
|
|
|
Laudus Rosenberg International Small Capitalization Fund |
|
213,277 units |
|
1,657,761 |
|
|
Rainier Large Cap Growth Equity Portfolio |
|
729,829 units |
|
5,904,353 |
|
|
Van Kampen Small Cap Growth |
|
831,085 units |
|
6,719,193 |
|
|
Black Rock High Yield Bond Fund |
|
580,899 units |
|
7,242,662 |
|
|
Total separate trust accounts |
|
|
|
21,523,969 |
|
|
|
|
|
|
|
|
|
Self-directed brokerage assets |
|
Various common stocks, mutual funds, and other investments |
|
11,012,208 |
|
|
|
|
|
|
|
|
|
Promissory notes* |
|
Various notes from participants, bearing interest at 5.25% to 11.0%, due in various installments through October 2024 |
|
7,835,418 |
|
|
Total assets held for investment purposes |
|
|
|
$ |
350,973,468 |
|
*Indicates a party in interest to the Plan.
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 |
|
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Date: April 23, 2010 |
By: |
/s/ JODY H. FERAGEN |
|
|
JODY
H. FERAGEN |
EXHIBIT INDEX
Exhibit |
|
Description |
23 |
|
Consent of Independent Registered Public Accounting Firm |