HORMEL FOODS CORP /DE/

Regulatory Filings • May 23, 2024

11-K 1 taxdeferredinvestmentplanb.htm 11-K Document created using Wdesk Copyright 2024 Workiva Document

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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 December 31, 2023
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

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Hormel Foods Corporation

Tax Deferred Investment Plan B

Financial Statements and Supplemental Schedule

As of December 31, 2023 and December 31, 2022 and for the year ended December 31, 2023 and the two month period ended October 30, 2022

Contents

Report of Independent Registered Public Accounting Firm	1
Financial Statements
Statements of Net Assets Available for Benefits	3
Statements of Changes in Net Assets Available for Benefits	4
Notes to the Financial Statements	5
Supplemental Schedule
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)	12
Exhibit 23
Consent of Independent Registered Public Accounting Firm	13
Signatures	14

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Report of Independent Registered Public Accounting Firm

To the Plan Participants and the Plan Administrator of

Hormel Foods Corporation Tax Deferred Investment Plan B

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of Hormel Foods Corporation Tax Deferred Investment Plan B (the Plan) as of December 31, 2023 and 2022, and the related statements of changes in net assets available for benefits for the year ended December 31, 2023 and two month period ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2023 and 2022, and the changes in its net assets available for benefits for the year ended December 31, 2023 and two month period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting 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.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Supplemental Schedule Required by ERISA

The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2023 (referred to as the “supplemental schedule”), has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The information in the supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining

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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

We have served as the Plan’s auditor since 1987.

Minneapolis, Minnesota

May 23, 2024

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Hormel Foods Corporation

Tax Deferred Investment Plan B

Statements of Net Assets Available for Benefits

	December 31, 2023	December 31, 2022
Assets
Investments:
Investments at fair value	$ 139,224,658	$ 149,749,021
Investments at contract value	42,168,705	50,808,304
Total investments	181,393,363	200,557,325
Receivables:
Contributions from employer	13,335	118,897
Contributions from participants	137,075	246,447
Promissory notes from participants	6,552,048	6,580,718
Interest and dividend income	394,722	409,913
Total receivables	7,097,180	7,355,975
Net assets available for benefits	$ 188,490,543	$ 207,913,300

See accompanying notes to the financial statements.

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Hormel Foods Corporation

Tax Deferred Investment Plan B

Statements of Changes in Net Assets Available for Benefits

	Year Ended December 31, 2023	Two Months Ended December 31, 2022
Additions:
Contributions from employer	$ 1,972,212	$ 744,809
Contributions from participants	7,457,655	1,360,118
Employee rollover	40,785	—
Interest and dividend income	3,055,574	669,333
Interest income – promissory notes receivable	459,024	62,723
Total additions	12,985,250	2,836,983
Deductions:
Distributions	25,417,040	4,765,767
Administrative expenses	237,075	5,995
Total deductions	25,654,115	4,771,762
Net realized and unrealized appreciation in fair value of investments - including (depreciation)	(6,753,893)	(362,303)
Net additions - including (deductions)	(19,422,758)	(2,297,082)
Net assets available for benefits at beginning of period	207,913,300	210,210,382
Net assets available for benefits at end of period	$ 188,490,543	$ 207,913,300

See accompanying notes to the financial statements.

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Hormel Foods Corporation

Tax Deferred Investment Plan B

Notes to the Financial Statements

December 31, 2023

1. Description of the Plan

The following description of the Hormel Foods Corporation Tax Deferred Investment Plan B (the Plan) provides only general information. Participants should refer to the plan document or summary plan description for a more complete description of the Plan’s provisions.

General - The Plan is a defined contribution plan covering certain non-exempt hourly employees of Hormel Foods Corporation (the Company or the Sponsor) and eligible subsidiaries. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).

Effective October 31, 2022, the Plan was amended to change the Plan year to a calendar year. The Plan year will be the annual period beginning on January 1 and ending on December 31, and the period beginning on October 31, 2022 and ending on December 31, 2022 was a short plan year.

Eligibility - Employees in recognized employment, as defined by the Plan, become participants upon completing 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.

Contributions - Employees who elect to contribute to the Plan can authorize a deduction of 1% to 50% of their pre-tax compensation, subject to Internal Revenue Service (IRS) limitations. Certain eligible employees who have not enrolled shall be deemed to have automatically elected to contribute 2% to the Plan through payroll deductions. Certain participants hired on or after November 11, 2015 and automatically enrolled will have their contribution percentage increased by 1% the following year. Participants receive advance notice of their right to elect out of both of these automatic plan features and are permitted to stop or change either feature at any time.

The employer provides matching contributions, discretionary employer contributions and employer fixed contributions. These contributions vary according to employee classification and employer.

Participant Accounts - Individual accounts are maintained for each plan participant. Each participant’s account is credited with the participant’s contributions, the employer’s contributions, and an allocation of the earnings and losses for the participant’s selected investment funds. The participant’s account 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.

Investments - Contributions to the Plan are invested in one or more investment funds at the option of the participant. The Plan contains a diversified selection of funds intended to satisfy Section 404(c) of ERISA. Participants may also invest in self-directed brokerage accounts.

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Vesting - Participant contributions are fully vested immediately. The vesting periods for employer contributions are dependent upon the source of the contributions as well as the location and/or the bargaining agreement of the employee. No vesting periods for this plan are longer than three years.

Payment of Benefits - Benefits are payable upon termination of service due to death, disability, termination, or retirement. Participants may elect to receive the vested interest of their accounts in the form of a lump sum, annuity, partial payments, or installments. Complete details of payment provisions are described in a summary plan description, available from the Sponsor.

Forfeitures and Unallocated Assets - Forfeited balances of terminated participants’ non-vested accounts are used to reduce future employer contributions or plan administrative expenses. Forfeitures used to reduce employer contributions and plan administrative expenses for the year ended December 31, 2023 and the two month period ended December 31, 2022, totaled $99,605 and $5,802, respectively. Forfeited accounts and unallocated assets (e.g. loan repayments, rollovers) as of December 31, 2023 and December 31, 2022 were $85,813 and $236,126, respectively.

Notes Receivable from Participants - Participants may borrow from their accounts a minimum of $500 up to a maximum of the lesser of $50,000 or 50% of their vested account balances. Loan terms range from one year to five years or up to 15 years for the purchase of a primary residence. The interest rate is 2% over the prime rate of interest published in The Wall Street Journal on the date the loan is granted or, if the loan is for a primary residence, on the date the loan is requested. The loans are secured by the balance in the participant’s account. Participants are required to make repayments of principal and interest through payroll deductions. 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.

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

2. Significant Accounting Policies

Basis of Accounting - The accounting records of the Plan are maintained on the accrual basis.

Investment Valuation and Income Recognition - Investments held by the Plan are stated at fair value with the exception of fully benefit-responsive investment contracts. 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). For the portion of the net assets available for benefits attributable to fully benefit-responsive investment contracts, contract value is the relevant measure because it is the amount participants normally would receive if they were to initiate permitted transactions under the terms of the Plan. See Note 3 - Fair Value Measurements for further discussion of investment valuation.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. 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 period or year.

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Payment of Benefits - Benefit payments to participants are recorded upon distribution. There were no distributions payable to participants as of December 31, 2023 or December 31, 2022.

Notes Receivable from Participants - Promissory notes receivable from participants are valued at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. No allowance for credit losses has been recorded as of December 31, 2023 or December 31, 2022.

Administrative Expenses - All costs and expenses of administering the Plan are paid by the Plan or the Employer.

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States (US 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.

Rounding - Certain amounts in the financial statements and associated notes may not foot due to rounding. All percentages have been calculated using unrounded amounts.

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.

3. Fair Value Measurements

Accounting guidance establishes a framework for measuring fair value. That framework classifies assets and liabilities measured at fair value into one of three levels based on the lowest level of input significant to the valuation. 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.

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 period, and a portion of uninvested cash, which is

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reported at carrying value as maturities are less than three months. This non-pooled separate account is deemed to be a Level 1 investment. Participants are authorized to invest up to 100% of the fair value of their net assets available for benefits in this fund. The Company has implemented a dividend pass through election for its participants.

As directed by Great West Trust Company, LLC, the Plan’s independent fiduciary, the trustee will vote any allocated shares for which it has not received a voting instruction from the participant, as well as any unallocated shares, in the same proportion as those allocated shares for which participants have provided their voting instructions, unless contrary to ERISA. For tender or exchange offers, participants shall have the same rights as for voting, except that any shares for which participants have not provided a tender or exchange direction, will not be tendered or exchanged.

This fund is approximately 27% and 36% of the total investments in the Plan at December 31, 2023 and December 31, 2022, respectively.

Mutual Funds

The fair value of mutual funds are determined by net asset value (NAV) of shares held by the Plan on the last trading day of the Plan year based on quoted market prices and are deemed to be Level 1 investments.

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 period/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.

Separate Trust Accounts - Mutual Funds

The mutual funds are held in separate investment accounts, 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, which include a mix of U.S. and international equities, fixed income investments, and cash. There are no restrictions on redemptions and no unfunded commitments.

• 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 collective trust funds are held in separate investment accounts, 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, which include a mix of U.S. and international equities, fixed income investments, and cash. There are no restrictions on redemptions and no unfunded commitments.

• 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.

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• The U.S. equities funds include a mix of predominately U.S. common stocks, bonds, and cash.

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

• The fixed income fund includes a mix of domestic and foreign securities, including corporate obligations, government securities, mortgage-backed and other asset-backed securities, domestic and foreign common stocks, and cash.

The investments of the Plan that are measured at fair value on a recurring basis as of December 31, 2023 and December 31, 2022, and their level within the fair value hierarchy, are as follows:

	Fair Value Measurements at December 31, 2023 — 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:
Non-pooled separate account:
Hormel Foods Corporation Stock Fund	$ 48,615,224	$ 48,615,224	$ —	$ —
Mutual funds	2,905,550	2,905,550	—	—
Self-directed brokerage accounts	869,926	869,926	—	—
Total investments in the fair value hierarchy	52,390,700	$ 52,390,700	$ —	$ —
Investments measured at net asset value as a practical expedient:
Separate trust accounts:
Collective trusts	86,833,958
Total separate trust accounts	86,833,958
Total investments at fair value	$ 139,224,658
	Fair Value Measurements at December 31, 2022
	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:
Non-pooled separate account:
Hormel Foods Corporation Stock Fund	$ 71,205,802	$ 71,205,802	$ —	$ —
Self-directed brokerage accounts	627,502	627,502	—	—
Total investments in the fair value hierarchy	71,833,304	$ 71,833,304	$ —	$ —
Investments measured at net asset value as a practical expedient:
Separate trust accounts:
Mutual funds	4,171,101
Collective trusts	73,744,616
Total separate trust accounts	77,915,717
Total investments at fair value	$ 149,749,021

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4. Fully Benefit-Responsive Investment Contract

The General Investment Account is a fully benefit-responsive investment and is reported at contract value in the statements of net assets available for benefits. The statements of changes in net assets available for benefits are also prepared on a contract value basis. 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. Contract value is the relevant measure for fully benefit-responsive investment contracts because this is the amount received by participants if they were to initiate permitted transactions under the terms of the Plan. Contract value represents contributions made under each contract, plus earnings, less participant withdrawals, and administrative expenses.

The fully benefit-responsive investment contract with Empower Retirement, LLC (Empower) is a general account evergreen group annuity contract. Empower 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 Empower, the contract issuer. The account is credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. Empower 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.

The investment option for the General Investment Account is a Stable 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.

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., divestitures 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.

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5. Income Tax Status

The Plan has received a determination letter from the IRS dated May 12, 2017, 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 and restated. 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 and restated, is qualified and the related trust is tax exempt.

Accounting principles generally accepted in the United States require plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. Plan management has analyzed the tax positions taken by the Plan, and has concluded that there are no uncertain positions taken or expected to be taken. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

6. Related Parties

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

• collective trust funds managed by Great West Trust Company, LLC;

• common stock of Hormel Foods Corporation; and

• General Investment Account of the record keeper, the Empower Retirement, LLC.

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

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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

December 31, 2023

Identity of Issuer, Borrower, Lessor, or Similar Party	Number of Shares/Units Held		Current Value
Insurance company general account:
Empower Retirement, LLC*:
General Investment Account, contract value			$ 42,168,705
Mutual funds
Fidelity Global EX US Index	45,832	units	645,312
Fidelity Small Cap Index	33,283	units	833,396
Global Equity Fund LSV Global Value	138,264	units	1,426,842
Total mutual funds			2,905,550
Non-pooled separate account:
Great West Trust Company, LLC*:
Hormel Foods Corporation Stock Fund*	621,457	units	48,615,224
Separate trust accounts:
Great West Trust Company, LLC*:
BlackRock Equity Index S&P 500	222,078	units	7,950,377
BlackRock LifePath Index 2025	526,825	units	9,123,770
BlackRock LifePath Index 2030	615,913	units	11,553,395
BlackRock LifePath Index 2035	535,837	units	10,817,801
BlackRock LifePath Index 2040	349,930	units	7,530,331
BlackRock LifePath Index 2045	320,289	units	7,253,279
BlackRock LifePath Index 2050	237,566	units	5,540,234
BlackRock LifePath Index 2055	200,150	units	4,708,505
BlackRock LifePath Index 2060	93,235	units	1,828,784
BlackRock LifePath Index 2065	26,212	units	276,185
BlackRock LifePath Index Retirement	330,505	units	5,163,036
BlackRock MSCI ACWI ex-US Index	6	units	83
BlackRock Russell 2500 Index	6	units	146
BlackRock US Debt Index	34,184	units	399,092
Core Plus Bond Fund	200,085	units	1,847,369
Global Equity Fund CIT	1,244,379	units	12,841,571
Total separate trust accounts			86,833,958
Self-directed brokerage assets
Charles Schwab & Co.			869,926
Promissory notes*	Varying maturity dates with interest rates ranging from 5.25% to 10.50%		6,552,048
Total assets (held at end of year)			$ 187,945,411

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

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EXHIBIT INDEX

Exhibit Number	Description
23	Consent of Independent Registered Public Accounting Firm

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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.

/s/ PAUL R. KUEHNEMAN
PAUL R. KUEHNEMAN Vice President and Controller, Hormel Foods Corporation