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 25, 2009

 

 

 

OR

 

 

o

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 Joint Earnings Profit Sharing Trust

 

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
Joint Earnings Profit Sharing Trust

 

Audited Financial Statements and Schedule

 

Years Ended October 25, 2009 and 2008

 

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

 

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 Employee Benefits Committee

Hormel Foods Corporation
Joint Earnings Profit Sharing Trust

 

We have audited the accompanying statements of net assets available for benefits of the Hormel Foods Corporation Joint Earnings Profit Sharing Trust (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 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 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 Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s 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.

 

 

/s/ Ernst & Young LLP

 

 

Minneapolis, Minnesota

 

April 23, 2010

 

 

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Table of Contents

 

Hormel Foods Corporation
Joint Earnings Profit Sharing Trust

 

Statements of Net Assets Available for Benefits

 

 

 

October 25

 

 

 

2009

 

2008

 

Assets

 

 

 

 

 

Investments, at fair value

 

$

248,017,002

 

$

200,158,752

 

Contributions receivable from Hormel Foods Corporation

 

10,802,013

 

10,140,867

 

Net assets available for benefits, at fair value

 

258,819,015

 

210,299,619

 

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

 

(3,353,400

)

1,313,162

 

Net assets available for benefits

 

$

255,465,615

 

$

211,612,781

 

 

See accompanying notes.

 

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Table of Contents

 

Hormel Foods Corporation
Joint Earnings Profit Sharing Trust

 

Statements of Changes in Net Assets Available for Benefits

 

 

 

Year Ended October 25

 

 

 

2009

 

2008

 

Additions:

 

 

 

 

 

Contributions from Hormel Foods Corporation

 

$

10,803,212

 

$

10,139,801

 

Interest and dividend income

 

4,762,334

 

5,107,318

 

Total additions

 

15,565,546

 

15,247,119

 

 

 

 

 

 

 

Deductions:

 

 

 

 

 

Distributions

 

11,807,829

 

12,422,828

 

Administrative expenses

 

85,683

 

91,674

 

Total deductions

 

11,893,512

 

12,514,502

 

 

 

 

 

 

 

Net realized and unrealized appreciation (depreciation) in fair value of investments

 

40,180,800

 

(64,161,718

)

Net additions (deductions)

 

43,852,834

 

(61,429,101

)

Net assets available for benefits at beginning of year

 

211,612,781

 

273,041,882

 

Net assets available for benefits at end of year

 

$

255,465,615

 

$

211,612,781

 

 

See accompanying notes.

 

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Hormel Foods Corporation
Joint Earnings Profit Sharing Trust

 

Notes to Financial Statements

 

October 25, 2009

 

1. Significant Accounting Policies

 

The accounting records of the Hormel Foods Corporation (the Company or the Sponsor) Joint Earnings Profit Sharing Trust (the Plan) are maintained on an accrual basis.

 

Investments held by the Plan are stated at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The 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 Plan’s 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 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.

 

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Table of Contents

 

Hormel Foods Corporation
Joint Earnings Profit Sharing Trust

 

Notes to Financial Statements (continued)

 

2. Description of the Plan

 

The following description of the Plan provides only general information. Participants should refer to the plan agreement for a more complete description of the Plan’s provisions. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Effective October 26, 2008, the Plan’s year-end was changed to the last Sunday of October, from the last Saturday in October.

 

The Plan is a defined-contribution plan covering employees of the Company and certain eligible subsidiaries. The amount contributed by the Company each year is discretionary, as authorized by the Board of Directors. The amount available to all participants is allocated in proportion of individual recognized compensation for the plan year to the recognized compensation for the plan year for all such eligible participants. The Plan contains a diversified selection of funds intended to satisfy Section 404(c) of ERISA. Certain restrictions exist, as defined in the plan document, for investing of funds in other contribution accounts.

 

Beginning on October 28, 2007, plan participants shall not be permitted to make nondeductible voluntary after-tax contributions to the Plan. Previously, participants were permitted to make after-tax contributions to the trust account in amounts not to exceed statutory limits.

 

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

 

Employee contributions are always 100% vested in the participants’ plan accounts. Employer contributions are 100% vested in the participants’ plan accounts for those employees hired prior to October 29, 2006. Employer contributions for employees hired after October 28, 2006, vest over a graduated six-year term. Forfeitures used to reduce employer contributions for the years ended October 25, 2009 and 2008, were $12,778 and $9,852, respectively. Cumulative forfeited nonvested accounts as of October 25, 2009 and 2008, were $98,425 and $14,991, 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.

 

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Hormel Foods Corporation
Joint Earnings Profit Sharing Trust

 

Notes to Financial Statements (continued)

 

2. Description of the Plan (continued)

 

The Company has the right under the plan agreement to terminate the Plan subject to the provisions of ERISA. In the event of termination of the Plan, the assets of the Plan shall be distributed to the participants.

 

3. Investments and Fair Value Measurement

 

During the years ended October 25, 2009 and 2008, the Plan’s investments (including investments bought and sold, as well as held during the year) appreciated (depreciated) in fair value by $40,180,800 and $(64,161,718), respectively, as follows:

 

 

 

2009

 

2008

 

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

 

 

 

 

 

Nonpooled separate account (containing company stock)

 

$

19,366,763

 

$

(19,107,127

)

Separate trust accounts

 

1,881,508

 

(4,238,388

)

Pooled separate accounts

 

17,237,197

 

(35,748,597

)

Common and preferred stock (self-directed brokerage account)

 

506,636

 

(491,718

)

Mutual funds (self-directed brokerage account)

 

1,189,085

 

(4,559,979

)

Federal bonds (self-directed brokerage account)

 

(625

)

578

 

Other (self-directed brokerage account)

 

236

 

(16,487

)

 

 

$

40,180,800

 

$

(64,161,718

)

 

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 35.3% of total investments at October 25, 2009, and 34.0% of total investments at October 25, 2008.

 

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Hormel Foods Corporation
Joint Earnings Profit Sharing Trust

 

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:

 

 

 

2009

 

2008

 

Nonpooled separate account:

 

 

 

 

 

Hormel Foods Corporation common stock

 

$

86,330,003

 

$

67,858,470

 

State Street Money Market Fund

 

1,288,223

 

1,327,053

 

Total nonpooled separate account

 

$

87,618,226

 

$

69,185,523

 

 

 

 

 

 

 

Pooled separate accounts:

 

 

 

 

 

Massachusetts Mutual Life Insurance Company:

 

 

 

 

 

Aggressive Growth Option

 

16,466,112

 

12,268,979

 

 

 

 

 

 

 

Insurance company general account:

 

 

 

 

 

Massachusetts Mutual Life Insurance Company:

 

 

 

 

 

General Investment Account

 

68,253,727

 

64,279,382

 

 

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.

 

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Hormel Foods Corporation
Joint Earnings Profit Sharing Trust

 

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 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 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.

 

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Hormel Foods Corporation
Joint Earnings Profit Sharing Trust

 

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 Account

 

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 recorded 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, which is recorded at carrying value as maturities are less than three months.

 

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 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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Hormel Foods Corporation
Joint Earnings Profit Sharing Trust

 

Notes to Financial Statements (continued)

 

3. Investments and Fair Value Measurement (continued)

 

The Plan has entered into a benefit-responsive investment contract with Massachusetts Mutual Life Insurance Company (MassMutual) that 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 Plan’s prohibition on competing investment options or deletion of equity wash provisions; (iii) bankruptcy of the plan sponsor or other plan 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 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 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 4.09% during plan year 2009, which approximates the actual interest rate credited to the plan participants.

 

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Hormel Foods Corporation
Joint Earnings Profit Sharing Trust

 

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:

 

 

 

Fair Value Measurements at October 25, 2009

 

 

 

Fair Value at
October 25,
2009

 

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

 

$

75,404,542

 

$

 

$

35,900,308

 

$

39,504,234

 

Separate trust accounts

 

9,345,799

 

9,345,799

 

 

 

Nonpooled separate accounts

 

87,618,226

 

87,618,226

 

 

 

Self-directed brokerage assets

 

7,394,708

 

7,394,708

 

 

 

General investment account

 

68,253,727

 

 

 

68,253,727

 

 

 

$

248,017,002

 

$

104,358,733

 

$

35,900,308

 

$

107,757,961

 

 

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

 

$

92,835,390

 

Purchases, issuances, and settlements (net)

 

2,352,995

 

Realized (losses) gains

 

(1,284,702

)

Unrealized gains (losses)

 

14,027,985

 

Transfers in and out of Level 3

 

(173,707

)

Ending balance

 

$

107,757,961

 

 

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Hormel Foods Corporation
Joint Earnings Profit Sharing Trust

 

Notes to Financial Statements (continued)

 

4. Income Tax Status

 

The Plan has received a determination letter from the Internal Revenue Service (IRS) dated March 13, 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 was amended and restated subsequent to the IRS determination letter. 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 and restated, is qualified and the related trust is tax exempt.

 

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.

 

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Hormel Foods Corporation
Joint Earnings Profit Sharing Trust

 

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

EIN: 41-0319970 Plan: 030

 

October 25, 2009

 

Identity of Issuer, Borrower,
Lessor, or Similar Party

 

Number of
Shares/Units Held

 

Current
Value

 

 

 

 

 

 

 

Nonpooled separate account:

 

 

 

 

 

State Street Corporation:*

 

 

 

 

 

Hormel Stock Fund

 

3,828,253 units

 

$

87,618,226

 

 

 

 

 

 

 

Insurance company general account:

 

 

 

 

 

Massachusetts Mutual Life Insurance Company:*

 

 

 

 

 

General Investment Account

 

3,728,505 units

 

64,900,327

 

 

 

 

 

 

 

Pooled separate accounts:

 

 

 

 

 

Massachusetts Mutual Life Insurance Company:*

 

 

 

 

 

Aggressive Growth Option

 

1,238,513 units

 

16,466,112

 

Moderate Growth Option

 

753,250 units

 

10,674,215

 

Conservative Growth Option

 

841,849 units

 

12,363,907

 

Select Small Cap Value Equity Fund (SSgA)

 

43,719 units

 

3,322,754

 

Select Fundamental Value Fund (Wellington)

 

40,525 units

 

5,183,495

 

Select Large Cap Value (Davis)

 

24,309 units

 

3,881,529

 

Select Indexed Equity Fund (Northern Trust)

 

21,854 units

 

2,183,558

 

Premier Core Bond Fund (Babson Capital)

 

1,735 units

 

2,994,996

 

Conservative Journey

 

5,099 units

 

789,586

 

American Funds EuroPacific Growth Fund

 

143,237 units

 

11,574,699

 

American Funds Growth Fund of America

 

77,971 units

 

5,969,691

 

Total pooled separate accounts

 

 

 

75,404,542

 

 

 

 

 

 

 

Separate trust accounts:

 

 

 

 

 

State Street Corporation:*

 

 

 

 

 

Black Rock High Yield Bond Fund

 

313,466 units

 

3,908,299

 

Laudus Rosenberg International Small Capitalization Fund

 

100,943 units

 

784,614

 

Rainier Large Cap Growth Equity Portfolio

 

237,082 units

 

1,918,004

 

Van Kampen Small Cap Growth

 

338,273 units

 

2,734,882

 

Total separate trust accounts

 

 

 

9,345,799

 

 

 

 

 

 

 

Self-directed brokerage assets

 

 

 

7,394,708

 

Total assets held for investment purposes

 

 

 

$

244,663,602

 

 


*Indicates a party in interest to the Plan.

 

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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

 

JOINT EARNINGS PROFIT SHARING TRUST

 

 

 

 

Date: April 23, 2010

By:

/s/ JODY H. FERAGEN

 

 

JODY H. FERAGEN

 

 

Senior Vice President

 

 

and Chief Financial Officer

 

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Table of Contents

 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

23

 

Consent of Independent Registered Public Accounting Firm

 

17