UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C 20549

FORM 11-K

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period: N/A

Commission File Number 000-01989

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

SENECA FOODS CORPORATION EMPLOYEES’ SAVINGS PLAN

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

SENECA FOODS CORPORATION 

3736 South Main Street

Marion, New York 14505

 Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock Class A, $.25 Par	SENEA	NASDAQ Global Market
Common Stock Class B, $.25 Par	SENEB	NASDAQ Global Market

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 its behalf by the undersigned hereunto duly authorized.

	SENECA FOODS CORPORATION EMPLOYEES’ SAVINGS PLAN
Date: June 26, 2019	By:	/s/ Jeffrey Van Riper
	Name:	Jeffrey Van Riper
	Title:	Vice President and Controller

Seneca Foods Corporation Employees' Savings Plan

REPORT ON AUDITS OF FINANCIAL STATEMENTS

AND SUPPLEMENTAL SCHEDULE

FOR THE YEARS ENDED

December 31, 2018 AND 2017

Seneca Foods Corporation Employees' Savings Plan

CONTENTS

	PAGE
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 FINANCIAL STATEMENTS	5
SUPPLEMENTAL SCHEDULE
SCHEDULE OF ASSETS HELD AT END OF YEAR	13

Seneca Foods Corporation

Employees’ Savings Plan

Marion, New York

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Plan Administrator and Plan Participants of

Seneca Foods Corporation Employees' Savings Plan 

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of Seneca Foods Corporation Employees' Savings Plan (“the Plan”) as of December 31, 2018 and 2017, and the related statements of changes in net assets available for benefits for the years then ended, 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 as of December 31, 2018 and 2017, and the changes in its net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

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.

Seneca Foods Corporation

Employees’ Savings Plan

Page Two

Supplemental Information

The supplemental information in the accompanying Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2018, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental 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 information. In forming our opinion on the supplemental information, we evaluated whether the supplemental 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 supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/Bobbitt, Pittenger & Company, P.A.

Certified Public Accountants

We have served as the Plan’s auditor since 2001.

Sarasota, FL

June 26, 2019

SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

	December 31,
	2018		2017
ASSETS
Investments, at fair value	$	164,580,365	$	177,413,531
Fully-benefit responsive investment contracts, at contract value		28,177,024		29,513,723
Total investments		192,757,389		206,927,254
Receivables:
Employer's contribution		1,335,792		1,250,752
Participant contributions		-		194,740
Notes receivable from participants		765,041		782,752
Total receivables		2,100,833		2,228,244
NET ASSETS AVAILABLE FOR BENEFITS	$	194,858,222	$	209,155,498

See notes to the financial statements.

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SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31,
	2018	2017
ADDITIONS:
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment (loss) income:
Net (depreciation) appreciation in fair value of investments	$(22,366,065)	$ 7,011,256
Interest and dividend income	9,582,931	8,200,153
Total investment (loss) income	(12,783,134)	15,211,409
Contributions:
Participants	10,469,439	10,016,063
Employer	1,315,460	1,242,135
Rollovers	356,898	576,686
Total contributions	12,141,797	11,834,884
Other income	3,892	121,538
Total (decrease) increase before deductions	(637,445)	27,167,831
DEDUCTIONS:
Deductions from net assets attributed to:
Benefits paid to participants	19,980,896	14,923,765
Administration expenses	106,491	121,022
Total deductions	20,087,387	15,044,787
NET (DECREASE) INCREASE IN NET ASSETS BEFORE PLAN TRANSFERS	(20,724,832)	12,123,044
Transfers from plan merger, net (Note A)	6,427,556	18,499,265
NET (DECREASE) INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS	(14,297,276)	30,622,309
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR	209,155,498	178,533,189
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR	$194,858,222	$209,155,498
See notes to the financial statements.

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Seneca Foods Corporation Employees' Savings Plan

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED December 31, 2018 AND 2017

NOTE A - DESCRIPTION OF PLAN

The following description of Seneca Foods Corporation Employees' Savings Plan ("the Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions.

General

The Plan is a defined contribution plan intended to qualify as a cash or deferred arrangement under Section 401(k) of the Internal Revenue Code. Substantially all employees of Seneca Foods Corporation ("the Company") are eligible to participate after completion of twelve months employment and attainment of age eighteen. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").

Contributions

Each year, participants may contribute up to 60 percent of pretax annual compensation, as defined by the Plan. Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. The Plan includes an auto-enrollment provision whereby all newly eligible employees are automatically enrolled in the Plan, unless they affirmatively elect not to participate, with a default deferral rate set at 2% of eligible compensation. Participants direct the investment of their contributions into various investment options offered by the Plan. If a participant does not elect how to invest their contributions, the contributions will automatically be invested in the investment fund designated by the Company as the default fund. The Plan currently offers various mutual funds and an insurance group annuity contract as investment options for participants. The Company may contribute additional amounts at the discretion of the Company's Board of Directors. The Company contribution is invested directly in the Seneca Foods Corporation Employer Stock Fund and is allocated to participants based on the participants’ pro rata share of total participating payroll. Contributions are subject to certain statutory limitations.

Participant Accounts

Each participant’s account is credited with the participant’s contribution and allocations of (a) the Company’s matching contribution and (b) Plan earnings (losses), and charged with an allocation of any administrative expenses paid by the Plan. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Vesting

Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company’s contribution portion of their accounts is based on years of continuous service. A participant is 100 percent vested after three years of credited service.

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Seneca Foods Corporation Employees' Savings Plan

NOTES TO FINANCIAL STATEMENTS

NOTE A - DESCRIPTION OF PLAN (CONTINUED)

Notes Receivable from Participants

Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50 percent of their vested account balance. The notes are secured by the balance in the participant’s account and bear interest at rates ranging from 4.00 percent to 6.25 percent, which are commensurate with local prevailing rates as determined by the Plan. Principal and interest is paid ratably through payroll deductions. The term of the loan should not exceed five years except in the case of a loan used to acquire a dwelling unit that is to be the principal residence of the participant.

Payment of Benefits

On termination of service, a participant may elect to receive an amount equal to the value of the participant’s vested interest in his or her account in a current lump sum. If the balance (not including any rollover account), is equal to or greater than $5,000, a participant may elect to receive a deferred lump sum.

Forfeited Accounts

At December 31, 2018 and 2017, forfeited non-vested accounts totaled $4,540 and $38,516 respectively. These accounts will be used to reduce future employer contributions. In 2018, employer contributions were reduced by $45,448 from forfeited non-vested accounts.

Plan Merger

During 2018, as a result of a Company acquisition of Gray & Company, Inc., the following qualified plan transferred their assets as it merged into the Plan with an effective date of April 1, 2018:

Gray & Company 401(k) & Profit Sharing Plan $ 6,427,556

During 2017, as a result of a Company acquisition of Truitt Bros. Inc., the following qualified plan transferred their assets as it merged into the Plan with an effective date of April 1, 2017:

Truitt Bros., Inc. Employee Thrift Plan $ 18,499,265

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Date of Management’s Review

Subsequent events were evaluated through June 26, 2019, which is the date the financial statements were issued.

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Seneca Foods Corporation Employees' Savings Plan

NOTES TO FINANCIAL STATEMENTS

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Basis of Accounting

The financial statements of the Plan are prepared on the accrual basis of accounting.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Plan management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates.

Notes Receivable from Participants

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. Related fees are charged directly to the borrowing participant’s account and are included in administrative expenses when incurred. As of December 31, 2018 and 2017, no allowance for credit losses has been recorded. If a participant does not make loan repayments and the plan administrator considers the participant loan to be in default, the loan balance is reduced, and the delinquent participant note receivable is recorded as a benefit payment based on the terms of the Plan document.

Investment Valuation and Income Recognition

Investments are reported at fair value except for the fully benefit responsive group annuity contract, which is reported at contract value. Fair value is 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. See Note F for discussion of fair value measurements.

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 year.

Payment of Benefits

Benefits are recorded when paid.

Expenses

Certain expenses of maintaining the Plan are paid directly by the Company and are excluded from these financial statements.

Reclassifications

Certain reclassifications have been made to the 2017 financial statements to conform with the 2018 financial statement presentation.  Such reclassifications had no effect on changes in net assets available for benefits as previously reported.

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Seneca Foods Corporation Employees' Savings Plan

NOTES TO FINANCIAL STATEMENTS

NOTE C - TAX STATUS

The Internal Revenue Service (IRS) has determined and informed the Company by a letter dated August 16, 2012, that the Plan and related trust are designed in accordance with the applicable sections of the Internal Revenue Code (IRC). Although the Plan has been amended since receiving the determination letter, the Plan administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC and therefore believe that the Plan is qualified and the related trust is tax-exempt.

Accounting principles generally accepted in the United States of America require the Plan administrator to evaluate tax positions taken by the Plan and recognize a tax liability for any uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan is subject to routine audits by tax authorities; however, there are currently no audits for any tax periods in progress. The Plan administrator believes the Plan is no longer subject to income tax examinations for years prior to 2015.

NOTE D - INVESTMENTS

During 2018 and 2017, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) (depreciated) appreciated in value by $(22,366,065) and $7,011,256, respectively.

NOTE E - NONPARTICIPANT-DIRECTED INVESTMENTS

Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments is as follows at December 31:

	2018		2017
Net assets:
Seneca Foods Corporation Employer Stock Fund	$	19,870,137	$	22,415,563

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Seneca Foods Corporation Employees' Savings Plan

NOTES TO FINANCIAL STATEMENTS

NOTE E - NONPARTICIPANT-DIRECTED INVESTMENTS (CONTINUED)

	2018			2017
Changes in net assets:
Contributions	$	1,985,732		$	3,274,019
Net depreciation in fair value		(1,932,632	)		(6,395,253	)
Withdrawals by participants		(2,598,526	)		(2,680,322	)
	$	(2,545,426	)	$	(5,801,556	)

NOTE F – FAIR VALUE MEASUREMENTS

The Plan’s investments are reported at fair value in the accompanying statement of net assets available for benefits. The methods used to measure fair value may produce an amount that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to measure the fair value of certain financial instruments could result in a different fair value at the reporting date.

The fair value measurement accounting literature establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy consists of three broad levels: Level 1 inputs consist of unadjusted quoted prices in active markets for identical assets and have the highest priority, Level 2 inputs consist of observable inputs other than quoted prices for identical assets, and Level 3 inputs are unobservable and have the lowest priority. The Plan uses appropriate valuation techniques based on the available inputs to measure the fair value of its investments. When available, the Plan measures fair value using Level 1 inputs because they generally provide the most reliable evidence of fair value. Level 3 inputs were only used when Level 1 or Level 2 inputs were not available.

Level 1 Fair Value Measurements

The fair value of mutual funds is based on quoted net asset values of the shares held by the Plan at year-end. The fair value of the Seneca Foods Corporation Employer Stock Fund is valued at the underlying asset value of the funds at year-end.

The following tables set forth, by level within the fair value hierarchy, the Plan’s investments at fair value as of December 31, 2018 and 2017:

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Seneca Foods Corporation Employees' Savings Plan

NOTES TO FINANCIAL STATEMENTS

NOTE F – FAIR VALUE MEASUREMENTS (CONTINUED)

			Quoted Prices
			in Active
			Markets For
			Identical
			Assets
	Fair Value		(Level 1)
December 31, 2018
Mutual funds	$	144,710,228	$	144,710,228
Seneca Foods Corporation
Employer Stock Fund		19,870,137		19,870,137
	$	164,580,365	$	164,580,365

			Quoted Prices
			in Active
			Markets For
			Identical
			Assets
	Fair Value		(Level 1)
December 31, 2017
Mutual funds	$	154,997,968	$	154,997,968
Seneca Foods Corporation
Employer Stock Fund		22,415,563		22,415,563
	$	177,413,531	$	177,413,531

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Seneca Foods Corporation Employees' Savings Plan

NOTES TO FINANCIAL STATEMENTS

NOTE G – GROUP ANNUITY CONTRACT

The Plan has a fully benefit responsive group annuity contract with an insurance company, which is called the Key Guaranteed Portfolio Fund. The insurance company maintains the contributions in a general account, which is credited with earnings and charged for participant withdrawals and administrative expenses.

Since the group annuity contract is fully benefit-responsive, contract value is the relevant measurement attribute for that portion of the net assets available for benefits attributable to the group annuity contract. The group annuity contract is presented on the face of the statement of net assets available for benefits at contract value. Contract value represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value.

Certain events limit the Plan’s ability to transact at contract value with the insurance company. Such events include the following: (1) premature termination of the contracts by the Plan, (2) plant closings, (3) layoffs, (4) Plan termination, (5) bankruptcy, (6) and early retirement incentives. Plan management believes that the occurrence of events that would cause the Plan to transact at less than contract value is not probable. The insurance company may not terminate the contract at any amount less than the contract value.

The insurance company is contractually obligated to pay the principal and specified interest rate that is guaranteed to the Plan. The crediting interest rate is based on a formula agreed upon with the insurance company. Such interest rates are reviewed on a quarterly basis for resetting. The crediting rate of the product will be established based on the earnings of the underlying assets in the entire medium-long term portfolio compared to the minimum interest crediting rate, as stated in the contract, and prevailing market conditions. The average yield earned by the Plan for the group annuity contract is derived by averaging the quarterly gross interest rates for the fund over the year. The average for 2018 and 2017 was 1.10%. The actual average yield earned by the Plan for the group annuity contract is derived by averaging the Plan’s quarterly interest rates. The average for 2018 and 2017 was 1.10%.

NOTE H - Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and/or to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become 100 percent vested in their employer contributions. Any unallocated assets of the Plan shall be allocated to participant accounts and distributed in such a manner as the Company may determine.

NOTE I - RECONCILIATION OF FINANCIAL STATEMENTS TO SCHEDULE H OF FORM 5500

No reconciliation of net assets available for benefits and changes in net assets available for benefits per the financial statements to the Form 5500 is required.

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Seneca Foods Corporation Employees' Savings Plan

NOTES TO FINANCIAL STATEMENTS

NOTE J – RELATED PARTY TRANSACTIONS

The group annuity contract is managed by Great-West Life and Annuity Insurance Company (“GWL&A”). Certain Plan investments are shares of mutual funds managed by Great-West Capital Management, which is a wholly-owned subsidiary of GWL&A. GWL&A is the third-party administrator for the Plan and, therefore, these transactions qualify as party-in-interest transactions. Additionally, a portion of the Plan’s assets are investments in the Seneca Foods Corporation Employer Stock Fund. As the Company is the Plan sponsor, transactions involving the Seneca Foods Corporation Employer Stock Fund qualify as party-in-interest transactions. At December 31, 2018 and 2017, the Plan held 673,830 and 702,614 shares of common stock of Seneca Foods Corporation in the Seneca Foods Corporation Employer Stock Fund, respectively.

All of these party-in-interest transactions are exempt from the prohibited transaction rules of ERISA.

NOTE K – 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 will 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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SUPPLEMENTAL SCHEDULE

SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN

EIN: 16-0733425 PLAN NUMBER: 003

SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)

DECEMBER 31, 2018

		Description of investment
	Identity of issue,	including maturity date,
	borrower, lessor	rate of interest, collateral,		Current
	or similar party	par or maturity value	Cost	Value
(a)	(b)	(c)	(d)	(e)
	American Beacon	Small Cap Val A		$	4,877,249
	American Funds	Growth Fund of America Class R2			8,487,338
	Baird	Aggregate Bond			9,497,164
	Columbia	Small Cap Index Fund Instl			5,037,461
	Dodge & Cox	Stock Fund			9,225,091
		International Fund			2,163,046
	Dreyfus	Mid Cap Index Fund			9,047,956
		International Stock Index Fund I			12,775,285
	Federated	MDT Small Cap Growth Instl			4,580,800
*	Great West	T. Rowe Price Mid Cap Gr Inst			3,525,191
*	Great-West Life and Annuity Insurance	Key Guaranteed Portfolio Fund			28,177,024
	Invesco	International Growth Fund R5			1,286,524

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SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN

EIN: 16-0733425 PLAN NUMBER: 003

SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) CONTINUED

DECEMBER 31, 2018

		Description of investment
	Identity of issue,	including maturity date,
	borrower, lessor	rate of interest, collateral,			Current
	or similar party	par or maturity value	Cost		Value
(a)	(b)	(c)	(d)		(e)
	iShares	S & P 500 Index Svc				36,516,915
	Oakmark	Equity and Income Investor				25,532,499
	Pimco Funds	Real Return Fund A				6,283,524
		Total Return Fund A				1,545,412
*	Seneca Foods
	Corporation	Employer Stock Fund		18,017,280		19,870,137
	Vanguard	Total Bond Market Index Admiral				1,759,925
	Wells Fargo	Advantage Spec MD CP Val A				2,568,848
	Participant Loans	Interest rates 4.00% - 6.25%				765,041
* Indicates a party-in-interest

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