FORM 10-K
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 10-K
|
|
|
þ
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
|
|
For the fiscal year ended April 29, 2009
|
or
|
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
|
|
|
For the transition period from
to
|
Commission File Number 1-3385
H. J. HEINZ COMPANY
(Exact name of registrant as
specified in its charter)
|
|
|
PENNSYLVANIA
|
|
25-0542520
|
(State of
Incorporation)
|
|
(I.R.S. Employer Identification
No.)
|
One PPG Place
|
|
15222
|
Pittsburgh, Pennsylvania
|
|
(Zip Code)
|
(Address of principal executive
offices)
|
|
|
412-456-5700
(Registrants telephone number)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE
ACT:
|
|
|
Title of each class
|
|
Name of each exchange on which registered
|
|
Common Stock, par value $.25 per share
|
|
The New York Stock Exchange
|
|
|
|
Third Cumulative Preferred Stock,
|
|
|
$1.70 First Series, par value $10 per share
|
|
The New York Stock Exchange
|
SECURITIES
REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None.
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes þ No o
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o No þ
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes þ No o
Indicate by check mark whether the Registrant has submitted
electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of
Regulation S-T
during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such
files). Yes o No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
is not contained herein, and will not be contained, to the best
of the Registrants knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this
Form 10-K
or any amendment to this
Form 10-K. þ
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act. (Check one):
|
|
|
|
|
|
|
Large accelerated
filer þ
|
|
Accelerated
filer o
|
|
Non-accelerated
filer o
(Do not check if a smaller reporting company)
|
|
Smaller reporting
company o
|
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). Yes o No þ
As of October 29, 2008 the aggregate market value of the
Registrants voting stock held by non-affiliates of the
Registrant was approximately $13.0 billion.
The number of shares of the Registrants Common Stock, par
value $.25 per share, outstanding as of May 31, 2009, was
315,036,582 shares.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions of the Registrants Proxy Statement for the Annual
Meeting of Shareholders to be held on August 12, 2009,
which will be filed with the Securities and Exchange Commission
within 120 days after the end of the Registrants
fiscal year ended April 29, 2009, are incorporated into
Part III, Items 10, 11, 12, 13, and 14.
[This Page Intentionally
Left Blank]
2
PART I
H. J. Heinz Company was incorporated in Pennsylvania on
July 27, 1900. In 1905, it succeeded to the business of a
partnership operating under the same name which had developed
from a food business founded in 1869 in Sharpsburg, Pennsylvania
by Henry J. Heinz. H. J. Heinz Company and its subsidiaries
(collectively, the Company) manufacture and market
an extensive line of food products throughout the world. The
Companys principal products include ketchup, condiments
and sauces, frozen food, soups, beans and pasta meals, infant
nutrition and other processed food products.
The Companys products are manufactured and packaged to
provide safe, wholesome foods for consumers, as well as
foodservice and institutional customers. Many products are
prepared from recipes developed in the Companys research
laboratories and experimental kitchens. Ingredients are
carefully selected, inspected and passed on to modern factory
kitchens where they are processed, after which the intermediate
product is filled automatically into containers of glass, metal,
plastic, paper or fiberboard, which are then sealed. Products
are processed by sterilization, blending, fermentation,
pasteurization, homogenization, chilling, freezing, pickling,
drying, freeze drying, baking or extruding, then labeled and
cased for market. Quality assurance procedures are designed for
each product and process and applied to ensure quality and
compliance with applicable laws.
The Company manufactures and contracts for the manufacture of
its products from a wide variety of raw foods. Pre-season
contracts are made with farmers for a portion of raw materials
such as tomatoes, cucumbers, potatoes, onions and some other
fruits and vegetables. Ingredients, such as dairy products,
meat, sugar and other sweeteners, including high fructose corn
syrup, spices, flour and certain other fruits and vegetables,
are purchased from approved suppliers.
The following table lists the number of the Companys
principal food processing factories and major trademarks by
region:
|
|
|
|
|
|
|
|
|
|
|
|
|
Factories
|
|
|
|
|
|
Owned
|
|
|
Leased
|
|
|
Major Owned and Licensed Trademarks
|
|
North America
|
|
|
22
|
|
|
|
3
|
|
|
Heinz, Classico, Quality Chef Foods, Jack Daniels*,
Catelli*, Wylers, Heinz Bell Orto, Bella Rossa, Chef
Francisco, Diannes,
Ore-Ida,
Tater Tots, Bagel Bites, Weight Watchers* Smart Ones, Boston
Market*, Poppers, T.G.I. Fridays*, Delimex, Truesoups,
Alden Merrell, Escalon, PPI, Todds, Appetizers And, Inc.,
Nancys, Lea & Perrins, Renees Gourmet, HP,
Diana, Bravo
|
Europe
|
|
|
23
|
|
|
|
|
|
|
Heinz, Orlando, Karvan Cevitam, Brinta, Roosvicee, Venz,
Weight Watchers*, Farleys, Farex, Sonnen Bassermann,
Plasmon, Nipiol, Dieterba, Bi-Aglut, Aproten, Pudliszki, Ross,
Honig, De Ruijter, Aunt Bessie*, Mums Own, Moya Semya,
Picador, Derevenskoye, Mechta Hoziajki, Lea & Perrins,
HP, Amoy*, Daddies, Squeezme!, Wyko, Benedicta
|
Asia/Pacific
|
|
|
20
|
|
|
|
2
|
|
|
Heinz, Tom Piper, Watties, ABC, Chef, Craigs,
Bruno, Winna, Hellaby, Hamper, Farleys, Greenseas,
Gourmet, Nurture, LongFong,
Ore-Ida,
SinSin, Lea & Perrins, HP, Star-Kist, Classico, Weight
Watchers*, Cottees*, Roses*, Complan, Glucon D,
Nycil, Golden Circle, La Bonne Cuisine, Original Juice Co.,
The Good Taste Company
|
Rest of World
|
|
|
6
|
|
|
|
3
|
|
|
Heinz, Wellingtons, Today, Mamas, John West,
Farleys, Dieterba, HP, Lea & Perrins, Classico,
Banquete
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
71
|
|
|
|
8
|
|
|
* Used under license
|
|
|
|
|
|
|
|
|
|
|
|
3
The Company also owns or leases office space, warehouses,
distribution centers and research and other facilities
throughout the world. The Companys food processing
factories and principal properties are in good condition and are
satisfactory for the purposes for which they are being utilized.
The Company has developed or participated in the development of
certain of its equipment, manufacturing processes and packaging,
and maintains patents and has applied for patents for some of
those developments. The Company regards these patents and patent
applications as important but does not consider any one or group
of them to be materially important to its business as a whole.
Although crops constituting some of the Companys raw food
ingredients are harvested on a seasonal basis, most of the
Companys products are produced throughout the year.
Seasonal factors inherent in the business have always influenced
the quarterly sales, operating income and cash flows of the
Company. Consequently, comparisons between quarters have always
been more meaningful when made between the same quarters of
prior years.
The products of the Company are sold under highly competitive
conditions, with many large and small competitors. The Company
regards its principal competition to be other manufacturers of
processed foods, including branded retail products, foodservice
products and private label products, that compete with the
Company for consumer preference, distribution, shelf space and
merchandising support. Product quality and consumer value are
important areas of competition.
The Companys products are sold through its own sales
organizations and through independent brokers, agents and
distributors to chain, wholesale, cooperative and independent
grocery accounts, convenience stores, bakeries, pharmacies, mass
merchants, club stores, foodservice distributors and
institutions, including hotels, restaurants, hospitals,
health-care facilities, and certain government agencies. For
Fiscal 2009, one customer, Wal-Mart Stores Inc., represented
10.8% of the Companys sales. We closely monitor the credit
risk associated with our customers and to date have not
experienced material losses.
Compliance with the provisions of national, state and local
environmental laws and regulations has not had a material effect
upon the capital expenditures, earnings or competitive position
of the Company. The Companys estimated capital
expenditures for environmental control facilities for the
remainder of Fiscal 2010 and the succeeding fiscal year are not
material and are not expected to materially affect the earnings,
cash flows or competitive position of the Company.
The Companys factories are subject to inspections by
various governmental agencies in the U.S. and other
countries where the Company does business, including the United
States Department of Agriculture, and the Occupational Health
and Safety Administration, and its products must comply with the
applicable laws, including food and drug laws, such as the
Federal Food and Cosmetic Act of 1938, as amended, and the
Federal Fair Packaging or Labeling Act of 1966, as amended, of
the jurisdictions in which they are manufactured and marketed.
The Company employed, on a full-time basis as of April 29,
2009, approximately 32,400 people around the world.
Segment information is set forth in this report on pages 71
through 73 in Note 15, Segment Information in
Item 8Financial Statements and Supplementary
Data.
Income from international operations is subject to fluctuation
in currency values, export and import restrictions, foreign
ownership restrictions, economic controls and other factors.
From time to time, exchange restrictions imposed by various
countries have restricted the transfer of funds between
countries and between the Company and its subsidiaries. To date,
such exchange restrictions have not had a material adverse
effect on the Companys operations.
The Companys annual report on
Form 10-K,
quarterly reports on
Form 10-Q,
current reports on
Form 8-K,
and amendments to those reports filed or furnished pursuant to
section 13(a) or 15(d) of the Exchange Act are available
free of charge on the Companys website at
www.heinz.com, as soon as reasonably practicable after
filed or furnished to the Securities and Exchange Commission
(SEC).
4
Our reports filed with the SEC are also made available to read
and copy at the SECs Public Reference Room at
100 F Street, N.E., Washington, D.C. 20549. You
may obtain information about the Public Reference Room by
contacting the SEC at
1-800-SEC-0330.
Reports filed with the SEC are also made available on its
website at www.sec.gov.
Executive
Officers of the Registrant
The following is a list of the names and ages of all of the
executive officers of H. J. Heinz Company indicating all
positions and offices held by each such person and each such
persons principal occupations or employment during the
past five years. All the executive officers have been elected to
serve until the next annual election of officers, until their
successors are elected, or until their earlier resignation or
removal. The next annual election of officers is scheduled to
occur on August 12, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
Positions and Offices Held with the Company and
|
|
|
Age (as of
|
|
|
Principal Occupations or
|
Name
|
|
August 12, 2009)
|
|
|
Employment During Past Five Years
|
|
William R. Johnson
|
|
|
60
|
|
|
Chairman, President, and Chief Executive Officer since September
2000.
|
Theodore N. Bobby
|
|
|
58
|
|
|
Executive Vice President and General Counsel since January 2007;
Senior Vice President and General Counsel from April 2005 to
January 2007; Acting General Counsel from January 2005 to April
2005; Vice PresidentLegal Affairs from September 1999 to
January 2005.
|
Edward J. McMenamin
|
|
|
52
|
|
|
Senior Vice PresidentFinance and Corporate Controller
since August 2004; Vice President Finance from June 2001 to
August 2004.
|
Michael D. Milone
|
|
|
52
|
|
|
Senior Vice PresidentHeinz Rest of World, Enterprise Risk
Management and Global Infant/Nutrition since June 2008; Senior
Vice PresidentHeinz Pacific, Rest of World and Enterprise
Risk Management from May 2006 to June 2008; Senior Vice
PresidentPresident Rest of World and Asia from May 2005 to
May 2006; Senior Vice PresidentPresident Rest of World
from December 2003 to May 2005.
|
David C. Moran*
|
|
|
51
|
|
|
Executive Vice President & Chief Executive Officer and
President of Heinz North America since May 2007; Executive Vice
President & Chief Executive Officer and President of Heinz
North America Consumer Products from November 2005 to May 2007;
Senior Vice PresidentPresident Heinz North America
Consumer Products from May 2005 to November 2005; President
North America Consumer Products from January 2003 to May 2005.
|
5
|
|
|
|
|
|
|
|
|
|
|
|
Positions and Offices Held with the Company and
|
|
|
Age (as of
|
|
|
Principal Occupations or
|
Name
|
|
August 12, 2009)
|
|
|
Employment During Past Five Years
|
|
C. Scott OHara*
|
|
|
48
|
|
|
Executive Vice PresidentPresident and Chief Executive
Officer Heinz Europe since May 2006; Executive Vice
PresidentAsia Pacific/Rest of World from January 2006 to
May 2006; Senior Vice President EuropeThe Gillette Company
from October 2004 to January 2006; General Manager U.K. and
NLThe Gillette Company from June 2001 to October 2004.
|
Christopher J. Warmoth
|
|
|
50
|
|
|
Executive Vice PresidentHeinz Asia Pacific since June
2008; Senior Vice PresidentHeinz Asia from May 2006 to
June 2008; Deputy President Heinz Europe from December 2003 to
April 2006.
|
Arthur B. Winkleblack
|
|
|
52
|
|
|
Executive Vice President and Chief Financial Officer since
January 2002.
|
|
|
* |
Effective July 15, 2009, David Moran will assume the
position of Executive Vice President and President and Chief
Executive Officer of Heinz Europe, and Scott OHara will
assume the position of Executive Vice President and President
and Chief Executive Officer of Heinz North America.
|
In addition to the factors discussed elsewhere in this Report,
the following risks and uncertainties could materially and
adversely affect the Companys business, financial
condition, and results of operations. Additional risks and
uncertainties that are not presently known to the Company or are
currently deemed by the Company to be immaterial also may impair
the Companys business operations and financial condition.
Competitive
product and pricing pressures in the food industry and the
financial condition of customers and suppliers could adversely
affect the Companys ability to gain or maintain market
share and/or profitability.
The Company operates in the highly competitive food industry,
competing with other companies that have varying abilities to
withstand changing market conditions. Any significant change in
the Companys relationship with a major customer, including
changes in product prices, sales volume, or contractual terms
may impact financial results. Such changes may result because
the Companys competitors may have substantial financial,
marketing, and other resources that may change the competitive
environment. Private label brands sold by retail customers,
which are typically sold at lower prices, are a source of
competition for certain of our product lines. Such competition
could cause the Company to reduce prices
and/or
increase capital, marketing, and other expenditures, or could
result in the loss of category share. Such changes could have a
material adverse impact on the Companys net income. As the
retail grocery trade continues to consolidate, the larger retail
customers of the Company could seek to use their positions to
improve their profitability through lower pricing and increased
promotional programs. If the Company is unable to use its scale,
marketing expertise, product innovation, and category leadership
positions to respond to these changes, or is unable to increase
its prices, its profitability and volume growth could be
impacted in a materially adverse way. The success of our
business depends, in part, upon the financial strength and
viability of our suppliers and customers. The financial
condition of those suppliers and customers are affected in large
part by conditions and events that are beyond our control. A
significant deterioration of their financial condition could
adversely affect our financial results.
6
The
Companys performance may be adversely affected by economic
and political conditions in the U.S. and in various other
nations where it does business.
The Companys performance has been in the past and may
continue in the future to be impacted by economic and political
conditions in the United States and in other nations. Such
conditions and factors include changes in applicable laws and
regulations, including changes in food and drug laws, accounting
standards, taxation requirements and environmental laws. Other
factors impacting our operations include export and import
restrictions, currency exchange rates, recessionary conditions,
foreign ownership restrictions, nationalization, conducting
business in hyperinflationary environments, and terrorist acts
and political unrest in the U.S., Venezuela and other
international locations where the Company does business. Such
factors in either domestic or foreign jurisdictions could
materially and adversely affect our financial results.
Increases
in the cost and restrictions on the availability of raw
materials could adversely affect our financial
results.
The Company sources raw materials including agricultural
commodities such as tomatoes, cucumbers, potatoes, onions, other
fruits and vegetables, dairy products, meat, sugar and other
sweeteners, including high fructose corn syrup, spices, and
flour, as well as packaging materials such as glass, plastic,
metal, paper, fiberboard, and other materials in order to
manufacture products. The availability or cost of such
commodities may fluctuate widely due to government policy and
regulation, crop failures or shortages due to plant disease or
insect and other pest infestation, weather conditions, increased
demand for biofuels, or other unforeseen circumstances.
Additionally, the cost of raw materials and finished products
may fluctuate due to movements in cross-currency transaction
rates. To the extent that any of the foregoing or other unknown
factors increase the prices of such commodities or materials and
the Company is unable to increase its prices or adequately hedge
against such changes in a manner that offsets such changes, the
results of its operations could be materially and adversely
affected. Similarly, if supplier arrangements and relationships
result in increased and unforeseen expenses, the Companys
financial results could be materially and adversely impacted.
Disruption
of our supply chain could adversely affect our
business.
Damage or disruption to our manufacturing or distribution
capabilities due to weather, natural disaster, fire, terrorism,
pandemic, strikes, the financial
and/or
operational instability of key suppliers, distributors,
warehousing and transportation providers, or brokers, or other
reasons could impair our ability to manufacture or sell our
products. To the extent the Company is unable to, or cannot
financially mitigate the likelihood or potential impact of such
events, or to effectively manage such events if they occur,
particularly when a product is sourced from a single location,
there could be a materially adverse affect on our business and
results of operations, and additional resources could be
required to restore our supply chain.
Higher
energy costs and other factors affecting the cost of producing,
transporting, and distributing the Companys products could
adversely affect our financial results.
Rising fuel and energy costs may have a significant impact on
the cost of operations, including the manufacture,
transportation, and distribution of products. Fuel costs may
fluctuate due to a number of factors outside the control of the
Company, including government policy and regulation and weather
conditions. Additionally, the Company may be unable to maintain
favorable arrangements with respect to the costs of procuring
raw materials, packaging, services, and transporting products,
which could result in increased expenses and negatively affect
operations. If the Company is unable to hedge against such
increases or raise the prices of its products to offset the
changes, its results of operations could be materially and
adversely affected.
7
The
results of the Company could be adversely impacted as a result
of increased pension, labor, and people-related
expenses.
Inflationary pressures and any shortages in the labor market
could increase labor costs, which could have a material adverse
effect on the Companys consolidated operating results or
financial condition. The Companys labor costs include the
cost of providing employee benefits in the U.S. and foreign
jurisdictions, including pension, health and welfare, and
severance benefits. Any declines in market returns could
adversely impact the funding of pension plans, the assets of
which are invested in a diversified portfolio of equity and
fixed income securities and other investments. Additionally, the
annual costs of benefits vary with increased costs of health
care and the outcome of collectively-bargained wage and benefit
agreements.
The
impact of various food safety issues, environmental, legal, tax,
and other regulations and related developments could adversely
affect the Companys sales and profitability.
The Company is subject to numerous food safety and other laws
and regulations regarding the manufacturing, marketing, and
distribution of food products. These regulations govern matters
such as ingredients, advertising, taxation, relations with
distributors and retailers, health and safety matters, and
environmental concerns. The ineffectiveness of the
Companys planning and policies with respect to these
matters, and the need to comply with new or revised laws or
regulations with regard to licensing requirements, trade and
pricing practices, environmental permitting, or other food or
safety matters, or new interpretations or enforcement of
existing laws and regulations, may have a material adverse
effect on the Companys sales and profitability. Influenza
or other pandemics could disrupt production of the
Companys products, reduce demand for certain of the
Companys products, or disrupt the marketplace in the
foodservice or retail environment with consequent material
adverse effect on the Companys results of operations.
The
need for and effect of product recalls could have an adverse
impact on the Companys business.
If any of the Companys products become misbranded or
adulterated, the Company may need to conduct a product recall.
The scope of such a recall could result in significant costs
incurred as a result of the recall, potential destruction of
inventory, and lost sales. Should consumption of any product
cause injury, the Company may be liable for monetary damages as
a result of a judgment against it. A significant product recall
or product liability case could cause a loss of consumer
confidence in the Companys food products and could have a
material adverse effect on the value of its brands and results
of operations.
The
failure of new product or packaging introductions to gain trade
and consumer acceptance and changes in consumer preferences
could adversely affect our sales.
The success of the Company is dependent upon anticipating and
reacting to changes in consumer preferences, including health
and wellness. There are inherent marketplace risks associated
with new product or packaging introductions, including
uncertainties about trade and consumer acceptance. Moreover,
success is dependent upon the Companys ability to identify
and respond to consumer trends through innovation. The Company
may be required to increase expenditures for new product
development. The Company may not be successful in developing new
products or improving existing products, or its new products may
not achieve consumer acceptance, each of which could materially
and negatively impact sales.
8
The
failure to successfully integrate acquisitions and joint
ventures into our existing operations or the failure to gain
applicable regulatory approval for such transactions or
divestitures could adversely affect our financial
results.
The Companys ability to efficiently integrate acquisitions
and joint ventures into its existing operations also affects the
financial success of such transactions. The Company may seek to
expand its business through acquisitions and joint ventures, and
may divest underperforming or non-core businesses. The
Companys success depends, in part, upon its ability to
identify such acquisition, joint venture, and divestiture
opportunities and to negotiate favorable contractual terms.
Activities in such areas are regulated by numerous antitrust and
competition laws in the U. S., the European Union, and other
jurisdictions, and the Company may be required to obtain the
approval of acquisition and joint venture transactions by
competition authorities, as well as satisfy other legal
requirements. The failure to obtain such approvals could
materially and adversely affect our results.
The
Companys operations face significant foreign currency
exchange rate exposure, which could negatively impact its
operating results.
The Company holds assets and incurs liabilities, earns revenue,
and pays expenses in a variety of currencies other than the
U.S. dollar, primarily the British Pound, Euro, Australian
dollar, Canadian dollar, and New Zealand dollar. The
Companys consolidated financial statements are presented
in U.S. dollars, and therefore the Company must translate
its assets, liabilities, revenue, and expenses into
U.S. dollars for external reporting purposes. Increases or
decreases in the value of the U.S. dollar may materially
and negatively affect the value of these items in the
Companys consolidated financial statements, even if their
value has not changed in their original currency.
The
Company could incur more debt, which could have an adverse
impact on our business.
The Company may incur additional indebtedness in the future to
fund acquisitions, repurchase shares, or fund other activities
for general business purposes, which could result in a downward
change in credit rating. The Companys ability to make
payments on and refinance its indebtedness and fund planned
capital expenditures depends upon its ability to generate cash
in the future. The cost of incurring additional debt could
increase in the event of possible downgrades in the
Companys credit rating.
The
failure to implement our growth plans could adversely affect the
Companys ability to increase net income and generate
cash.
The success of the Company could be impacted by its inability to
continue to execute on its growth plans regarding product
innovation, implementing cost-cutting measures, improving supply
chain efficiency, enhancing processes and systems, including
information technology systems, on a global basis, and growing
market share and volume. The failure to fully implement the
plans, in a timely manner or within our cost estimates, could
materially and adversely affect the Companys ability to
increase net income. Additionally, the Companys ability to
pay cash dividends will depend upon its ability to generate cash
and profits, which, to a certain extent, is subject to economic,
financial, competitive, and other factors beyond the
Companys control.
CAUTIONARY
STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION
Statements about future growth, profitability, costs,
expectations, plans, or objectives included in this report,
including in managements discussion and analysis, and the
financial statements and footnotes, are forward-looking
statements based on managements estimates, assumptions,
and projections. These forward-looking statements are subject to
risks, uncertainties, assumptions and other important factors,
many of which may be beyond the Companys control and could
cause
9
actual results to differ materially from those expressed or
implied in this report and the financial statements and
footnotes. Uncertainties contained in such statements include,
but are not limited to:
|
|
|
|
|
sales, earnings, and volume growth,
|
|
|
|
general economic, political, and industry conditions, including
those that could impact consumer spending,
|
|
|
|
competitive conditions, which affect, among other things,
customer preferences and the pricing of products, production,
and energy costs,
|
|
|
|
competition from lower-priced private label brands,
|
|
|
|
increases in the cost and restrictions on the availability of
raw materials including agricultural commodities and packaging
materials, the ability to increase product prices in response,
and the impact on profitability,
|
|
|
|
the ability to identify and anticipate and respond through
innovation to consumer trends,
|
|
|
|
the need for product recalls,
|
|
|
|
the ability to maintain favorable supplier and customer
relationships, and the financial viability of those suppliers
and customers,
|
|
|
|
currency valuations and interest rate fluctuations,
|
|
|
|
changes in credit ratings, leverage, and economic conditions,
and the impact of these factors on our cost of borrowing and
access to capital markets,
|
|
|
|
our ability to effectuate our strategy, which includes our
continued evaluation of potential acquisition opportunities,
including strategic acquisitions, joint ventures, divestitures
and other initiatives, including our ability to identify,
finance and complete these initiatives, and our ability to
realize anticipated benefits from them,
|
|
|
|
the ability to successfully complete cost reduction programs and
increase productivity,
|
|
|
|
the ability to effectively integrate acquired businesses,
|
|
|
|
new products, packaging innovations, and product mix,
|
|
|
|
the effectiveness of advertising, marketing, and promotional
programs,
|
|
|
|
supply chain efficiency,
|
|
|
|
cash flow initiatives,
|
|
|
|
risks inherent in litigation, including tax litigation,
|
|
|
|
the ability to further penetrate and grow and the risk of doing
business in international markets, economic or political
instability in those markets, particularly in Venezuela, and the
performance of business in hyperinflationary environments,
|
|
|
|
changes in estimates in critical accounting judgments and
changes in laws and regulations, including tax laws,
|
|
|
|
the success of tax planning strategies,
|
|
|
|
the possibility of increased pension expense and contributions
and other people-related costs,
|
|
|
|
the potential adverse impact of natural disasters, such as
flooding and crop failures,
|
|
|
|
the ability to implement new information systems and potential
disruptions due to failures in technology systems,
|
10
|
|
|
|
|
with regard to dividends, dividends must be declared by the
Board of Directors and will be subject to certain legal
requirements being met at the time of declaration, as well as
our Boards view of our anticipated cash needs, and
|
|
|
|
other factors as described in Risk Factors above.
|
The forward-looking statements are and will be based on
managements then current views and assumptions regarding
future events and speak only as of their dates. The Company
undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
the securities laws.
|
|
Item 1B.
|
Unresolved
Staff Comments
|
Nothing to report under this item.
See table in Item 1.
|
|
Item 3.
|
Legal
Proceedings.
|
Nothing to report under this item.
|
|
Item 4.
|
Submission
of Matters to a Vote of Security Holders.
|
Nothing to report under this item.
11
PART II
|
|
Item 5.
|
Market
for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.
|
Information relating to the Companys common stock is set
forth in this report on page 33 under the caption
Stock Market Information in
Item 7Managements Discussion and Analysis
of Financial Condition and Results of Operations, and on
pages 73 through 74 in Note 16, Quarterly
Results in Item 8Financial Statements and
Supplementary Data.
The Board of Directors authorized a share repurchase program on
May 31, 2006 for a maximum of 25 million shares. The
Company did not repurchase any shares of its common stock during
the fourth quarter of Fiscal 2009. As of April 29, 2009,
the maximum number of shares that may yet be purchased under the
2006 program is 6,716,192.
12
|
|
Item 6.
|
Selected
Financial Data.
|
The following table presents selected consolidated financial
data for the Company and its subsidiaries for each of the five
fiscal years 2005 through 2009. All amounts are in thousands
except per share data.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
April 29,
|
|
|
April 30,
|
|
|
May 2,
|
|
|
May 3,
|
|
|
April 27,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(52 Weeks)
|
|
|
(52 Weeks)
|
|
|
(52 Weeks)
|
|
|
(53 Weeks)
|
|
|
(52 Weeks)
|
|
|
Sales(1)
|
|
$
|
10,148,082
|
|
|
$
|
10,070,778
|
|
|
$
|
9,001,630
|
|
|
$
|
8,643,438
|
|
|
$
|
8,103,456
|
|
Interest expense(1)
|
|
|
339,635
|
|
|
|
364,856
|
|
|
|
333,270
|
|
|
|
316,296
|
|
|
|
232,088
|
|
Income from continuing operations(1)
|
|
|
923,072
|
|
|
|
844,925
|
|
|
|
791,602
|
|
|
|
442,761
|
|
|
|
688,004
|
|
Income from continuing operations per sharediluted(1)
|
|
|
2.90
|
|
|
|
2.63
|
|
|
|
2.38
|
|
|
|
1.29
|
|
|
|
1.95
|
|
Income from continuing operations per sharebasic(1)
|
|
|
2.94
|
|
|
|
2.67
|
|
|
|
2.41
|
|
|
|
1.31
|
|
|
|
1.97
|
|
Short-term debt and current portion of long-term debt(2)
|
|
|
65,638
|
|
|
|
452,708
|
|
|
|
468,243
|
|
|
|
54,969
|
|
|
|
573,269
|
|
Long-term debt, exclusive of current portion(2)
|
|
|
5,076,186
|
|
|
|
4,730,946
|
|
|
|
4,413,641
|
|
|
|
4,357,013
|
|
|
|
4,121,984
|
|
Total assets(3)
|
|
|
9,664,184
|
|
|
|
10,565,043
|
|
|
|
10,033,026
|
|
|
|
9,737,767
|
|
|
|
10,577,718
|
|
Cash dividends per common share
|
|
|
1.66
|
|
|
|
1.52
|
|
|
|
1.40
|
|
|
|
1.20
|
|
|
|
1.14
|
|
|
|
|
(1) |
|
Amounts exclude the operating results related to the
Companys European seafood and
Tegel®
poultry businesses which were divested in Fiscal 2006 and have
been presented as discontinued operations. |
|
(2) |
|
Long-term debt, exclusive of current portion, includes
$251.5 million, $198.3 million, $71.0 million,
($1.4) million, and $186.1 million of hedge accounting
adjustments associated with interest rate swaps at
April 29, 2009, April 30, 2008, May 2, 2007,
May 3, 2006, and April 27, 2005, respectively. H.J.
Heinz Finance Companys (HFC) mandatorily
redeemable preferred shares of $350 million in Fiscal 2009
and $325 million in Fiscals
2008-2005
are classified as long-term debt. |
|
(3) |
|
Fiscals 2009, 2008, and 2007 reflect the adoption of Statement
of Financial Accounting Standards (SFAS)
No. 158, Employers Accounting for Defined
Benefit Pension and Other Postretirement Plans- an amendment of
Financial Accounting Standards Board (FASB)
Statements No. 87, 88, 106 and 132(R). |
As a result of the Companys strategic transformation, the
Fiscal 2006 results from continuing operations include expenses
of $124.7 million pretax ($80.3 million after tax) for
targeted workforce reductions consistent with the Companys
goals to streamline its businesses and expenses of
$22.0 million pretax ($16.3 million after tax) for
strategic review costs related to the potential divestiture of
several businesses. Also, $206.5 million pretax
($153.9 million after tax) was recorded for net losses on
non-core businesses and product lines which were sold in Fiscal
2006, and asset impairment charges on non-core businesses and
product lines which were sold in Fiscal 2007. Also during Fiscal
2006, the Company reversed valuation allowances of
$27.3 million primarily related to The Hain Celestial
Group, Inc. (Hain). In addition, results include
$24.4 million of tax expense relating to the impact of the
American Jobs Creation Act.
13
Fiscal 2005 results from continuing operations include a
$64.5 million non-cash impairment charge for the
Companys equity investment in Hain and a $9.3 million
non-cash charge to recognize the impairment of a cost-basis
investment in a grocery industry sponsored
e-commerce
business venture. There was no tax benefit recorded with these
impairment charges in Fiscal 2005. Fiscal 2005 also includes a
$27.0 million pre-tax ($18.0 million after-tax)
non-cash asset impairment charge related to the anticipated
disposition of the HAK vegetable product line in Northern Europe
which occurred in Fiscal 2006.
14
|
|
Item 7.
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operations.
|
Executive
Overview- Fiscal 2009
The H.J. Heinz Company has been a pioneer in the food industry
for 140 years and possesses one of the worlds best
and most recognizable
brandsHeinz®.
The Company has a global portfolio of leading brands focused in
three core categories, Ketchup and Sauces, Meals and Snacks, and
Infant/Nutrition.
In Fiscal 2009, Heinz delivered record sales of over
$10.1 billion and record high net income of
$923 million. Diluted EPS increased by more than 10% to
$2.90 and the Company generated $880 million of operating
free cash flow (cash flow from operations of
$1.167 billion, less capital expenditures of
$292 million plus proceeds from disposals of PP&E of
$5 million). Management believes these results are
indicative of the effectiveness of the Companys business
plan, which is focused on the following four strategic pillars:
|
|
|
|
|
Grow the Core Portfolio
|
|
|
|
Accelerate Growth in Emerging Markets
|
|
|
|
Strengthen and Leverage Global Scale
|
|
|
|
Make Talent an Advantage
|
Management believes this strategy has enabled Heinz to drive
growth, deliver consistent performance and sustain momentum,
despite the weakened global economic environment.
The recent global recession has dramatically affected consumer
confidence, behavior, spending and ultimately food consumption
patterns. The Company has adapted its strategies to address this
difficult environment, with a concentration on the following:
|
|
|
|
|
Investing behind core brands and proven ideas to drive growth;
|
|
|
|
Shifting investments in marketing and research and development
toward delivering value to consumers;
|
|
|
|
Continuing its focus on emerging markets where economic growth
remains well above the global average;
|
|
|
|
Increasing emphasis on margins through productivity initiatives,
reductions in discretionary spending and tight management of
fixed costs; and
|
|
|
|
Increasing cash flow with a focus on reducing the cash
conversion cycle and tight management of capital spending.
|
During Fiscal 2009, key foreign currencies declined
precipitously versus the U.S. dollar. Given that
approximately 60% of the Companys sales and the majority
of its net income are generated outside of the U.S., foreign
currency movements can have a significant impact on the
Companys financial results. Inflationary increases in
commodity input costs also continued in Fiscal 2009, and some
key input costs remain above historic levels. While we expect
Fiscal 2010 results to be impacted by unfavorable foreign
currency rates and commodity input costs, the Company remains
confident in its business fundamentals and plans to continue
executing its strategy.
15
Results
of Continuing Operations
The Companys revenues are generated via the sale of
products in the following categories:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
April 29,
|
|
|
April 30,
|
|
|
May 2,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(52 Weeks)
|
|
|
(52 Weeks)
|
|
|
(52 Weeks)
|
|
|
|
(Dollars in thousands)
|
|
|
Ketchup and sauces
|
|
$
|
4,251,583
|
|
|
$
|
4,081,864
|
|
|
$
|
3,682,102
|
|
Meals and snacks
|
|
|
4,361,878
|
|
|
|
4,521,697
|
|
|
|
4,026,168
|
|
Infant/Nutrition
|
|
|
1,105,313
|
|
|
|
1,089,544
|
|
|
|
929,075
|
|
Other
|
|
|
429,308
|
|
|
|
377,673
|
|
|
|
364,285
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
10,148,082
|
|
|
$
|
10,070,778
|
|
|
$
|
9,001,630
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal
Year Ended April 29, 2009 compared to Fiscal Year Ended
April 30, 2008
Sales for Fiscal 2009 increased $77 million, or 0.8%, to
$10.15 billion. Net pricing increased sales by 7.0%, as
price increases were taken across the Companys portfolio
to help compensate for increases in commodity costs. Volume
decreased 1.5%, as a net volume improvement in emerging markets
was more than offset by declines in the U.S., Australian and New
Zealand businesses, which have been impacted by the recessionary
economic environment. Volume also declined on frozen products in
the U.K. Acquisitions, net of divestitures, increased sales by
1.9%. Foreign exchange translation rates reduced sales by 6.6%,
reflecting the impact of a strengthening U.S. dollar on
sales generated in international markets.
Sales of the Companys top 15 brands grew 2.1% from prior
year, as combined volume and pricing gains exceeded the 6.3%
unfavorable impact of foreign exchange translation rates on
sales. Excluding the impact of foreign exchange, the top 15
brands grew by 8.4%, led by strong growth in
Heinz®,
Ore-Ida®,
Classico®,
Pudliszki®
and
ABC®
branded products. In addition, global ketchup sales increased
3.2% despite a 5.9% unfavorable impact from foreign exchange,
resulting in a 9.1% increase excluding the impact of currency
translation. Emerging markets continued to be an important
growth driver, with sales up 8.8%. Excluding a 7% impact from
unfavorable foreign exchange, emerging markets sales grew
15.8%.
Gross profit decreased $97 million, or 2.6%, to
$3.58 billion, as higher net pricing and the favorable
impact of acquisitions was more than offset by a
$238 million unfavorable impact from foreign exchange
translation rates as well as higher commodity costs, including
transaction currency costs in the U.K., and lower volume. The
gross profit margin decreased to 35.3% from 36.5%, as pricing
and productivity improvements were more than offset by increased
commodity costs, which includes the impact of cross currency
sourcing of ingredients, most notably in the U.K.
Selling, general and administrative expenses
(SG&A) decreased $22 million, or 1.0%, to
$2.09 billion, and improved as a percentage of sales to
20.6% from 21.0%. The $22 million decrease in SG&A is
due to a $117 million impact from foreign exchange
translation rates, decreased marketing expense, a life insurance
settlement benefit received in the current year and a gain on
the sale of a small portion control business in the
U.S. These decreases were partially offset by increased
spending on global task force initiatives, including system
capability improvements, the SG&A from recent acquisitions
and inflation in Latin America.
Operating income decreased $75 million, or 4.8%, to
$1.49 billion, reflecting the items above, particularly a
$121 million (7.7%) unfavorable impact from foreign
exchange translation rates, and higher commodity costs.
Net interest expense decreased $48 million, to
$275 million, reflecting a $25 million decrease in
interest expense and a $23 million increase in interest
income. Interest expense benefited from lower average interest
rates in Fiscal 2009, which more than offset a higher coupon on
the dealer securities
16
which were remarketed on December 1, 2008 (see Note 7
in Item 8, Financial Statements and Supplementary
Data for additional information). The improvement in
interest income is due to a $20 million
mark-to-market
gain in the current year on a total rate of return swap which
was entered into in conjunction with the Companys
remarketable securities on December 1, 2008. Future
mark-to-market
adjustments on the total rate of return swap will be primarily
derived from changes in the fair value of the dealer
remarketable securities which will reflect fluctuations in the
credit market.
Other income/(expense), net, improved by $106 million, to
$78 million of income compared to $28 million of
expense in the prior year, as a $113 million increase in
currency gains was partially offset by an insignificant gain
recognized on the sale of our business in Zimbabwe in the prior
year. The currency gains resulted primarily from forward
contracts that were put in place to help mitigate the
unfavorable translation impact on profit associated with
movements in key foreign currencies for all of Fiscal 2009.
The effective tax rate for Fiscal 2009 was 28.8% compared to
30.6% for the prior year. The current year tax rate was lower
than the prior year primarily due to reduced repatriation costs
partially offset by decreased benefits from the revaluation of
tax basis of foreign assets.
Net income was $923 million compared to $845 million
in the prior year, an increase of 9.2%, due to increased
currency gains, reduced net interest expense and a lower
effective tax rate, partially offset by lower operating income
reflecting unfavorable foreign currency movements. Diluted
earnings per share was $2.90 in the current year, an increase of
10.3%, compared to $2.63 in the prior year. Earnings per share
also benefited from a 1.1% reduction in fully diluted shares
outstanding.
The translation impact of fluctuating exchange rates in Fiscal
2009 has had a relatively consistent impact on all components of
operating income on the consolidated statement of income. The
impact of cross currency sourcing of ingredients, most notably
in the U.K., reduced gross profit and operating income but did
not affect sales.
FISCAL
YEAR 2009 OPERATING RESULTS BY BUSINESS SEGMENT
North
American Consumer Products
Sales of the North American Consumer Products segment increased
$124 million, or 4.1%, to $3.14 billion. Net prices
grew 6.8% reflecting price increases taken across the majority
of the product portfolio over the last year to help offset
higher commodity costs. Volume decreased 0.4%, as increases in
Ore-Ida®
frozen potatoes,
Heinz®
ketchup and new TGI
Fridays®
Skillet Meals were more than offset by declines in
Delimex®
frozen products and Smart
Ones®
frozen meals and desserts. The
Ore-Ida®
growth was driven by new products such as Steam n
Mashtm
in addition to the timing of price increases. The
Heinz®
ketchup improvement was largely due to increased consumption.
The Smart Ones volume decline resulted from softness in the
category, aggressive competitive promotions and the timing of
price increases taken in the fourth quarter of Fiscal 2008,
partially offset by new breakfast product offerings in the
current year. Lower sales of
Delimex®
frozen meals and snacks was due to a supply interruption in the
first half of Fiscal 2009. Unfavorable Canadian exchange
translation rates decreased sales 2.3%.
Gross profit increased $38 million, or 3.1%, to
$1.26 billion, due primarily to increased pricing partially
offset by unfavorable foreign exchange translation rates. The
gross profit margin decreased to 40.1% from 40.5%, as increased
pricing and productivity improvements only partially offset
increased commodity costs. Operating income increased
$46 million, or 6.8%, to $725 million, largely
reflecting the increase in gross profit and decreased marketing
expense.
17
Europe
Heinz Europe sales decreased $122 million, or 3.4%, to
$3.41 billion. Net pricing increased 7.1%, driven by
Heinz®
ketchup, beans and soup, broad-based increases in our Russian
market, frozen products in the U.K. and Italian infant nutrition
products. Volume decreased 1.0%, primarily due to declines on
frozen products as a result of price increases, competitor
promotions and the exit of lower margin products and customers.
Volume was also unfavorably impacted by decreases in
Heinz®
soup and pasta meals in the U.K, and reduced volume in Russia.
These declines were partially offset by new product
introductions in the U.K. and Continental Europe. Acquisitions,
net of divestitures, increased sales 2.5%, primarily due to the
acquisition of the
Bénédicta®
sauce business in France during the second quarter of this year
and the
Wyko®
sauce business in the Netherlands at the end of Fiscal 2008.
Unfavorable foreign exchange translation rates decreased sales
by 12.0%.
Gross profit decreased $114 million, or 8.3%, to
$1.26 billion, and the gross profit margin decreased to
36.9% from 38.8% as unfavorable foreign exchange translation
rates, cross currency rate movements in the British Pound versus
the Euro and U.S. dollar, increased commodity costs and
higher manufacturing costs in the frozen food plants were only
partially offset by improved pricing and the favorable impact
from acquisitions. Operating income decreased $76 million,
or 11.9%, to $561 million, as pricing gains were more than
offset by unfavorable translation, increased commodity costs, a
portion of which is due to the transaction foreign currency
impacts discussed above, increased selling and distribution
expenses (S&D), a portion of which was from
acquisitions, and higher general and administrative expenses
(G&A) reflecting investments in task forces and
systems.
Asia/Pacific
Heinz Asia/Pacific sales increased $28 million, or 1.7%, to
$1.63 billion. Pricing increased 6.1%, due to increases on
sardines, sauces and syrup in Indonesia, nutritional beverages
in India and pricing gains across the product portfolios in
Australia and New Zealand. This pricing partially offset
increased commodity costs. Volume decreased 1.4%, as significant
improvements on nutritional beverage sales in India, frozen
foods in Japan and
ABC®
products in Indonesia were more than offset by declines in
convenience meals in Australia and New Zealand and Long
Fong®
frozen products in China. Acquisitions increased sales 6.8% due
to the third quarter acquisitions of Golden Circle Limited, a
health-oriented fruit and juice business in Australia, and
La Bonne Cuisine, a chilled dip business in New Zealand.
Unfavorable foreign exchange translation rates decreased sales
by 9.8%.
Gross profit increased $3 million, or 0.6%, to
$530 million, while the gross profit margin declined to
32.5% from 32.9%. The $3 million improvement in gross
profit was due to increased pricing and acquisitions, which
offset increased commodity costs, unfavorable foreign exchange
translation rates and reduced volume, particularly in our Long
Fong business as we revised our distribution system and
streamlined our product offerings. Operating income decreased by
$12 million, or 6.4%, to $182 million, as the increase
in gross profit and decreased marketing expense was more than
offset by increased S&D and G&A, a portion of which is
due to acquisitions.
U.S.
Foodservice
Sales of the U.S. Foodservice segment decreased
$53 million, or 3.4%, to $1.51 billion. Pricing
increased sales 3.5%, largely due to increases on
Heinz®
ketchup, portion control condiments, frozen soups and tomato
products. Volume decreased by 6.0%, reflecting reduced
restaurant foot traffic, the exit of numerous lower margin
products (stock-keeping units) and customers, as well as
increased competition on our non-branded products. Divestitures
reduced sales 0.9%.
Gross profit decreased $54 million, or 12.8%, to
$365 million, and the gross profit margin decreased to
24.2% from 26.8%, due to lower volume, higher commodity and
manufacturing costs and prior year gains on commodity derivative
contracts, partially offset by higher pricing. Operating income
decreased $40 million, or 23.8%, to $129 million,
which was primarily due to the decline in
18
gross profit, partially offset by reduced G&A reflecting a
gain in the current year on the sale of a small, non-core
portion control business.
Rest of
World
Sales for Rest of World increased $100 million, or 27.3%,
to $468 million. Volume increased 4.6% driven by increases
in Latin America and the Middle East. Higher pricing increased
sales by 27.6%, largely due to inflation in Latin America and
commodity-related price increases in South Africa and the Middle
East. Acquisitions increased sales 0.2% due to the fourth
quarter acquisition of Papillon, a small chilled products
business in South Africa. Foreign exchange translation rates
decreased sales 5.2%.
Gross profit increased $28 million, or 21.4%, to
$161 million, due mainly to increased pricing and higher
volume, partially offset by increased commodity costs and
unfavorable foreign currency movements. Operating income
increased $7 million, or 15.2% to $52 million due to
the increase in gross profit partially offset by wage inflation
in Latin America.
Fiscal
Year Ended April 30, 2008 compared to Fiscal Year Ended
May 2, 2007
Sales for Fiscal 2008 increased $1.07 billion, or 11.9%, to
$10.07 billion, reflecting growth in all five business
segments. Volume increased 3.6%, as solid growth in the North
American Consumer Products segment, Australia, New Zealand and
the emerging markets were combined with strong performance of
beans, soup and pasta meals in the U.K. and
Heinz®
ketchup across Europe. The emerging markets produced a 9.1%
volume increase and accounted for over 24% of the Companys
total sales growth for the year. These volume increases were
partially offset by declines in U.S. Foodservice. Net
pricing increased sales by 3.3%, mainly in the North American
Consumer Products, European and U.S. Foodservice segments
and our businesses in Latin America and Indonesia. Divestitures,
net of acquisitions, decreased sales by 0.2%. Foreign exchange
translation rates increased sales by 5.1%.
Sales of the Companys top 15 brands grew 13.4% from Fiscal
2007, led by strong increases in
Heinz®,
Smart
Ones®,
Classico®,
Boston
Market®,
Pudliszki®,
Weight
Watchers®
and
ABC®.
These increases are a result of the Companys strategy of
focused innovation and marketing support behind these top brands.
Gross profit increased $288 million, or 8.5%, to
$3.68 billion, benefiting from favorable volume, pricing
and foreign exchange translation rates. The gross profit margin
decreased to 36.5% from 37.7%, as pricing and productivity
improvements were more than offset by increased commodity costs.
The most significant commodity cost increases were for dairy,
oils and grains.
SG&A increased $166 million, or 8.5%, to
$2.11 billion. As a percentage of sales, SG&A
decreased to 21.0% from 21.6%. The increase in SG&A is due
to a 14.9% increase in marketing expense, a 16.9% increase in
research and development (R&D) and higher
S&D resulting from increased volume, higher fuel costs and
foreign exchange translation rates. Additional investments were
also made in Fiscal 2008 for global task force initiatives,
streamlining and system capability improvements. These increases
were partially offset by the benefits of effective cost control
and Fiscal 2007 workforce reductions and costs related to the
proxy contest.
Operating income increased $122 million, or 8.5%, to
$1.57 billion, reflecting the strong sales growth,
productivity improvements and favorable impacts from foreign
exchange, partially offset by increased commodity costs.
Net interest expense increased $32 million, to
$323 million, largely as a result of higher debt in Fiscal
2008 related to share repurchase activity. Other expenses, net,
decreased $3 million to $28 million, primarily due to
an insignificant gain recognized on the sale of our business in
Zimbabwe.
19
The Fiscal 2008 effective tax rate was 30.6% compared to 29.6%
in Fiscal 2007. The Fiscal 2008 tax rate was higher than the
Fiscal 2007 rate primarily due to benefits recognized in Fiscal
2007 for reversal of a foreign tax reserve, tax planning
completed in a foreign jurisdiction, and R&D tax credits.
Those Fiscal 2007 benefits were partially offset by lower
repatriation costs and increased benefits from tax audit
settlements occurring during Fiscal 2008, along with changes in
valuation allowances for foreign losses.
Income from continuing operations was $845 million compared
to $792 million in Fiscal 2007, an increase of 6.7%, due to
the increase in operating income, which was partially offset by
higher net interest expense and a higher effective tax rate.
Diluted earnings per share from continuing operations were $2.63
in Fiscal 2008 compared to $2.38 in Fiscal 2007, up 10.5%, which
also benefited from a 3.2% reduction in fully diluted shares
outstanding.
FISCAL
YEAR 2008 OPERATING RESULTS BY BUSINESS SEGMENT
North
American Consumer Products
Sales of the North American Consumer Products segment increased
$272 million, or 9.9%, to $3.01 billion. Volume
increased 3.5%, due primarily to Smart
Ones®
frozen entrees and desserts, Boston
Market®
frozen entrees and
Classico®
pasta sauces. The Smart Ones volume improvement was driven by
successful new product introductions like Anytime
Selectionstm,
Fruit
Inspirationstm
and various dessert items, as well as the impact of the launch
of Smart
Ones®
products into Canada. The Boston Market improvements were mainly
driven by new products and increased consumption, and the
success of Classico was primarily due to new products as well as
increased promotions in Canada. These volume improvements were
partially offset by a decline in
Ore-Ida®
frozen potatoes reflecting the timing of price increases taken
during both the fourth quarter of Fiscal 2007 and the third
quarter of Fiscal 2008. The
Ore-Ida®
frozen potatoes price increases, along with other commodity cost
related price increases, resulted in overall price gains of
3.5%. The Fiscal 2007 acquisition of Renees Gourmet Foods
in Canada increased sales 0.7% and favorable Canadian exchange
translation rates increased sales 2.2%.
Gross profit increased $85 million, or 7.5%, to
$1.22 billion, due primarily to the sales increase along
with favorable foreign exchange translation rates. The gross
profit margin decreased to 40.5% from 41.4%, as increased
pricing, favorable mix and productivity improvements only
partially offset increased commodity costs. Operating income
increased $53 million, or 8.4%, to $678 million, due
to the strong increase in sales, partially offset by higher
commodity costs and increased S&D due to higher volume and
fuel costs.
Europe
Heinz Europe sales increased $456 million, or 14.8%, to
$3.53 billion, driven by new product innovation and more
focus on the key brands in the portfolio. Volume increased 4.5%,
principally due to strong performance of
Heinz®
ketchup across Europe, soup, beans and pasta meals in the U.K.,
Pudliszki®
branded products in Poland, and
Heinz®
sauces and condiments in Russia. Volume also benefited from new
product introductions across continental Europe, such as
Weight
Watchers®
Big Soups in Germany, Austria and Switzerland. Net pricing
increased sales 3.3%, resulting chiefly from commodity-related
price increases on
Heinz®
ketchup and soup, the majority of the products in our Russian
market and Italian infant nutrition products. Pricing was also
favorable due to promotional timing on
Heinz®
beans. Divestitures, net of acquisitions, reduced sales 1.4% and
favorable foreign exchange translation rates increased sales by
8.5%.
Gross profit increased $135 million, or 10.9%, to
$1.37 billion, and the gross profit margin decreased to
38.8% from 40.2%. The 10.9% increase reflects improved pricing
and volume and the favorable impact of foreign exchange
translation rates, while the decline in gross profit margin is
largely due to increased commodity costs and higher
manufacturing costs in our U.K., European
20
frozen and Netherlands businesses. Operating income increased
$71 million, or 12.4%, to $637 million, due to higher
sales and reductions in G&A, partially offset by higher
commodity costs and increased marketing spending in support of
our strong brands across Europe.
Asia/Pacific
Heinz Asia/Pacific sales increased $281 million, or 21.3%,
to $1.60 billion. Volume increased 6.5%, reflecting
significant improvements across the majority of the businesses
within this segment, particularly Australia, India and China,
related primarily to new product introductions supported by a
34.7% increase in marketing. Pricing increased 2.8%, due to
increases on soy sauce and beverages in Indonesia,
LongFong®
frozen products in China and nutritional products in India.
Acquisitions, net of divestitures, increased sales 1.6%, and
favorable foreign exchange translation rates increased sales by
10.4%.
Gross profit increased $101 million, or 23.9%, to
$526 million, and the gross profit margin increased to
32.9% from 32.2%. These increases were due to increased volume,
pricing, favorable mix and foreign exchange translation rates,
which more than offset increased commodity costs. Operating
income increased by $45 million, or 29.8%, to
$195 million, primarily reflecting the increase in sales
and gross margin, partially offset by increased marketing
spending and increased S&D due to higher volume.
U.S.
Foodservice
Sales of the U.S. Foodservice segment increased
$3 million, or 0.2%, to $1.56 billion. Pricing
increased sales 1.7%, largely due to commodity-related price
increases and reduced promotional spending on
Heinz®
ketchup, frozen soup and tomato products, partially offset by
declines in frozen desserts. Volume decreased by 1.1%, as higher
volume from frozen desserts sold to casual dining customers was
more than offset by declines in the portion control business,
tomato products and frozen appetizers. The volume reflected
softness in the U.S. restaurant business as well as
increased competition on our non-branded products. Divestitures
reduced sales 0.4%.
Gross profit decreased $47 million, or 10.0%, to
$419 million, and the gross profit margin decreased to
26.8% from 29.9%, as commodity costs disproportionately impacted
the foodservice business, despite gains on commodity derivative
contracts. The declines also reflect costs incurred in Fiscal
2008 in anticipation of a plant closure in the first quarter of
Fiscal 2009, partially offset by increased pricing and
productivity. Operating income decreased $47 million, or
21.5%, to $170 million, all of which is due to the decline
in gross profit.
Rest of
World
Sales for Rest of World increased $58 million, or 18.7%, to
$368 million. Volume increased 6.3% due primarily to
increased demand for the Companys products in Latin
America as well as strong performance across our Middle East
business. Higher pricing increased sales by 13.6%, largely due
to price increases and reduced promotions in Latin America as
well as commodity-related price increases in South Africa.
Divestitures reduced growth 1.7% and favorable foreign exchange
translation rates increased sales 0.6%.
Gross profit increased $22 million, or 19.9%, to
$133 million, due mainly to increased pricing, higher
volume and improved business mix, partially offset by increased
commodity costs. Operating income increased $6 million, or
15.1%, to $45 million.
Discontinued
Operations
In the fourth quarter of Fiscal 2006, the Company completed its
sale of the European seafood and
Tegel®
poultry businesses. The Company recorded a $3.3 million
($5.9 million after-tax) loss from
21
discontinued operations related to these businesses for the year
ended May 2, 2007, primarily resulting from purchase price
adjustments pursuant to the transaction agreements.
Liquidity
and Financial Position
For Fiscal 2009, cash provided by operating activities was
$1.17 billion, a decrease of $21 million from the
prior year. This decrease reflects incremental discretionary
contributions of approximately $65 million made this year
to fund the Companys pension plans, the current year
payment of the long-term incentive compensation accruals from
Fiscal 2008 and unfavorable foreign exchange translation rates.
These decreases were partially offset by a $106 million
cash inflow from foreign currency forward contracts discussed
previously as well as reduced tax payments. The Companys
cash conversion cycle increased 7 days, to 56 days in
Fiscal 2009, 5 days of which was due to payables and
2 days from receivables. The payables decline was impacted
by 3 days for the settlement of hedge contract liabilities
that were outstanding in the prior year. Strong inventory
reductions in the last four months of the fiscal year resulted
in days in inventory remaining flat versus prior year.
Recent adverse conditions in the global equity and bond markets
caused the actual rate of return on the pension plan assets
during Fiscal 2009 to be a loss of approximately 16% versus the
Companys assumed long-term rate of return of +8.2% as of
the end of Fiscal 2008. The impact of this lower rate of return
on the funded status was partially offset by higher discount
rates in Fiscal 2009 (6.54% in Fiscal 2009 versus 6.1% in Fiscal
2008). As a result of these two factors, the Company made
incremental discretionary contributions of approximately
$65 million to the plans in Fiscal 2009, thus resulting in
total Fiscal 2009 contributions of $134 million which
exceeded the original projection.
Cash used for investing activities totaled $761 million
compared to $554 million last year. In Fiscal 2009, cash
paid for acquisitions, net of divestitures, required
$281 million, primarily related to the acquisitions of
Benedicta, a sauce business in France, Golden Circle Limited, a
fruit and juice business in Australia, La Bonne Cuisine, a
chilled dip business in New Zealand, and Papillon, a small
chilled products business in South Africa. This amount was
partially offset by proceeds from the sale of a small portion
control foodservice business in the U.S. In Fiscal 2008,
cash paid for acquisitions, net of divestitures, required
$88 million, primarily related to the acquisition of the
license to the
Cottees®
and
Roses®
premium branded jams, jellies and toppings business in Australia
and New Zealand, the
Wyko®
sauce business in the Netherlands and the buy-out of the
minority ownership on the Companys Long Fong business in
China, partially offset by the divestiture of a tomato paste
business in Portugal. Fiscal 2009 capital expenditures totaled
$292 million (2.9% of sales) compared to $302 million
(3.0% of sales) in the prior year. In response to recent changes
in economic conditions across the globe, the Company is
reevaluating all non-critical capital projects and will target
reduced capital spending as a percentage of sales in Fiscal
2010. Proceeds from disposals of property, plant and equipment
were $5 million compared to $9 million in the prior
year. During Fiscal 2008, the Company terminated the cross
currency swaps that were previously designated as net investment
hedges of foreign operations. The Company paid $93 million
of cash in the prior year to the counterparties, which is
presented in investing activities in the consolidated statements
of cash flows. In addition, the Company paid $74 million in
the prior year as a result of cross currency swap contract
maturities and such payments were presented within other
investing items, net. The current year requirement of
$193 million for restricted cash represents collateral that
the Company is required to maintain in connection with a total
rate of return swap entered into during the third quarter of
Fiscal 2009. See Note 13 in Item 8, Financial
Statements and Supplementary Data, for further information.
The early termination of the net investment hedges described
above and interest rate swaps described below were completed in
conjunction with the reorganizations of the Companys
foreign operations and interest rate swap portfolio in Fiscal
2008.
22
Cash used for financing activities totaled $516 million
compared to $758 million last year. Proceeds from long-term
debt were $853 million in the current year. The current
year proceeds reflect the sale of $500 million
5.35% Notes due 2013 as well as the sale of
$350 million or 3,500 shares of HFC (a subsidiary of
Heinz) Series B Preferred Stock. The proceeds from both
transactions were used for general corporate purposes, including
the repayment of commercial paper and other indebtedness
incurred to redeem HFCs Series A Preferred Stock. As
a result, payments on long-term debt were $427 million this
year compared to $368 million in the prior year. Fiscal
2008 payments reflect the maturity and payment of the
$300 million 6% U.S. Dollar Notes as well as the
repurchase of a portion of the 6% U.S. Dollar Notes due
March 15, 2012. Net payments on commercial paper and
short-term debt were $484 million this year compared to net
proceeds of $484 million in the prior year. Cash proceeds
from option exercises, net of treasury stock purchases, provided
$83 million of cash in the current year. Cash used for the
purchases of treasury stock, net of proceeds from option
exercises, was $502 million in the prior year. Dividend
payments totaled $525 million, compared to
$485 million in the prior year, reflecting a 9.2% increase
in the dividend per share of common stock for Fiscal 2009.
During Fiscal 2008, the Company terminated certain interest rate
swaps that were previously designated as fair value hedges of
fixed rate debt obligations. The notional amount of these
contracts totaled $612 million. The Company received
$104 million of cash from the termination of these
contracts which is presented in the consolidated statements of
cash flows within financing activities. The $104 million
gain is being amortized to reduce interest expense over the
remaining term of the corresponding debt obligations (average
remaining life of 21 years).
On December 1, 2008, the Company was contractually required
to remarket $800 million in dealer securities. At the time
of the contractually required remarketing and for the majority
of the fourth calendar quarter of 2008, the global capital
markets were characterized by extreme volatility and
illiquidity. These market conditions resulted in the Company
having to reset the coupon on the remarketable securities at
higher than anticipated levels. The total coupon of 15.59%
represented an 11.5% yield to investors and 4.09% for the cost
of the three-year remarketing option. The next remarketing is
scheduled for December 1, 2011. If the securities are not
remarketed, then the Company is required to repurchase all of
the securities at 100% of the principal amount plus accrued
interest. If the Company purchases or otherwise acquires the
securities from the holders, the Company is required to pay to
the holder of the remarketing option the option settlement
amount. As of December 1, 2008, the date of the most recent
remarketing, the fair value of the dealers option to
remarket the securities every three years through 2020 was
estimated to be approximately $150 million. This value
fluctuates based on market conditions. Also on December 1,
2008, the Company entered into a three year total rate of return
swap with a notional amount of $175 million. The swap has
not been designated as a hedge, but will have the economic
impact of reducing a portion of the interest cost related to the
remarketable securities. See Note No. 13 in Item 8,
Financial Statements and Supplementary Data for
additional information.
On May 28, 2009, the Company announced that its Board of
Directors approved an increase in the quarterly dividend on
common stock from 41.5 cents to 42.0 cents, an annual indicative
rate of $1.68 per share for Fiscal 2010, effective with the July
2009 dividend payment. Fiscal 2010 dividend payments are
expected to be approximately $535 million.
At April 29, 2009, the Company had total debt of
$5.14 billion (including $251 million relating to the
Statement of Financial Accounting Standards (SFAS)
No. 133 hedge accounting adjustments), cash and cash
equivalents of $373 million and $193 million of
restricted cash. Total debt balances have decreased slightly
since prior year, primarily reflecting lower share repurchase
activity.
Return on average shareholders equity (ROE) is
calculated by taking net income divided by average
shareholders equity. Average shareholders equity is
a five-point quarterly average. ROE was 58.2% in Fiscal 2009,
44.0% in Fiscal 2008 and 37.4% in Fiscal 2007. The increase in
ROE over the three years is largely due to higher net income and
decreased average equity reflecting foreign currency translation
adjustments, the adoption of SFAS No. 158 and share
repurchases. ROE in
23
Fiscal 2009 was favorably impacted by 3.7% due to the
$107 million gain on foreign currency forward contracts
discussed earlier.
After-tax return on invested capital (ROIC) is
calculated by taking net income, plus net interest expense net
of tax, divided by average invested capital. Average invested
capital is a five-point quarterly average of debt plus total
equity less cash and cash equivalents, short-term investments,
restricted cash, and the SFAS No. 133 hedge accounting
adjustments. ROIC was 18.4% in Fiscal 2009, 16.8% in Fiscal 2008
and 15.8% in Fiscal 2007. The increase in ROIC over the three
years is largely due to higher net income and decreased average
equity reflecting foreign currency translation adjustments, the
adoption of SFAS No. 158, share repurchases and
effective management of the asset base. ROIC in Fiscal 2009 was
favorably impacted by 1.1% due to the $107 million gain on
foreign currency forward contracts discussed earlier.
In April 2009, the Company and HFC replaced their existing
$2.0 billion credit agreement with $1.8 billion of
credit agreements, consisting of a $1.2 billion Three-Year
Credit Agreement which expires in April 2012 and a
$600 million
364-Day
Credit Agreement. These agreements support the Companys
commercial paper borrowings and $204.3 million of
Australian denominated borrowings. As a result, the commercial
paper and Australian denominated borrowings are classified as
long-term debt based upon the Companys intent and ability
to refinance these borrowings on a long-term basis. In
connection with the credit agreements, the Company is required
to pay commitment fees of approximately $8 million in
Fiscal 2010 which will be reported as interest expense in the
consolidated statements of income. The new credit agreements
include a leverage ratio covenant in addition to customary
covenants that are substantially similar to those in the former
credit agreement. The Company was in compliance with all of its
covenants as of April 29, 2009. In addition, the Company
has $542.5 million of foreign lines of credit available at
April 29, 2009.
Subsequent to fiscal year end, the Company entered into a
three-year $175 million accounts receivable securitization
program.
Global capital and credit markets, including the domestic
commercial paper markets, experienced increased volatility late
in calendar year 2008. Despite this situation, the Company has
continued to have access to the commercial paper market. The
Company will continue to monitor the credit markets to determine
the appropriate mix of long-term debt and short-term debt going
forward. The Company believes that its strong operating cash
flow, existing cash balances, together with the credit
facilities and other available capital market financing, will be
adequate to meet the Companys cash requirements for
operations, including capital spending, debt maturities,
acquisitions, share repurchases and dividends to shareholders.
While the Company is confident that its needs can be financed,
there can be no assurance that continued or increased volatility
and disruption in the global capital and credit markets will not
impair its ability to access these markets on commercially
acceptable terms.
As of April 29, 2009, the Companys long-term debt
ratings at Moodys, Standard & Poors and
Fitch Rating have remained consistent at Baa2, BBB and BBB,
respectively.
Contractual
Obligations and Other Commitments
Contractual
Obligations
The Company is obligated to make future payments under various
contracts such as debt agreements, lease agreements and
unconditional purchase obligations. In addition, the Company has
purchase obligations for materials, supplies, services and
property, plant and equipment as part of the ordinary conduct of
business. A few of these obligations are long-term and are based
on minimum purchase requirements. Certain purchase obligations
contain variable pricing components, and, as a result, actual
cash payments are expected to fluctuate based on changes in
these variable components. Due to the proprietary nature of some
of the Companys materials and processes, certain supply
contracts contain penalty provisions for early terminations. The
Company does not believe
24
that a material amount of penalties is reasonably likely to be
incurred under these contracts based upon historical experience
and current expectations.
The following table represents the contractual obligations of
the Company as of April 29, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
|
|
|
|
|
2010
|
|
|
2011-2012
|
|
|
2013-2014
|
|
|
Forward
|
|
|
Total
|
|
|
|
(Amounts in thousands)
|
|
|
Long Term Debt(1)
|
|
$
|
323,364
|
|
|
$
|
2,844,553
|
|
|
$
|
1,050,130
|
|
|
$
|
2,650,236
|
|
|
$
|
6,868,283
|
|
Capital Lease Obligations
|
|
|
13,488
|
|
|
|
62,079
|
|
|
|
8,938
|
|
|
|
22,353
|
|
|
|
106,858
|
|
Operating Leases
|
|
|
63,524
|
|
|
|
100,762
|
|
|
|
77,984
|
|
|
|
149,729
|
|
|
|
391,999
|
|
Purchase Obligations
|
|
|
1,358,311
|
|
|
|
597,115
|
|
|
|
39,710
|
|
|
|
22,724
|
|
|
|
2,017,860
|
|
Other Long Term Liabilities Recorded on the Balance Sheet
|
|
|
254,290
|
|
|
|
543,724
|
|
|
|
532,815
|
|
|
|
154,127
|
|
|
|
1,484,956
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
2,012,977
|
|
|
$
|
4,148,233
|
|
|
$
|
1,709,577
|
|
|
$
|
2,999,169
|
|
|
$
|
10,869,956
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Amounts include expected cash payments for interest on fixed
rate long-term debt. Due to the uncertainty of forecasting
expected variable rate interest payments, those amounts are not
included in the table. |
Other long-term liabilities primarily consist of certain
specific incentive compensation arrangements and pension and
postretirement benefit commitments. The following long-term
liabilities included on the consolidated balance sheet are
excluded from the table above: income taxes, minority interest
and insurance accruals. The Company is unable to estimate the
timing of the payments for these items.
At April 29, 2009, the total amount of gross unrecognized
tax benefits for uncertain tax positions, including an accrual
of related interest and penalties along with positions only
impacting the timing of tax benefits, was approximately
$106 million. The timing of payments will depend on the
progress of examinations with tax authorities. The Company does
not expect a significant tax payment related to these
obligations within the next year. The Company is unable to make
a reasonably reliable estimate of when cash settlements with
taxing authorities may occur.
Off-Balance
Sheet Arrangements and Other Commitments
The Company does not have guarantees or other off-balance sheet
financing arrangements that we believe are reasonably likely to
have a current or future effect on our financial condition,
changes in financial condition, revenue or expenses, results of
operations, liquidity, capital expenditures or capital
resources. In addition, the Company does not have any related
party transactions that materially affect the results of
operations, cash flow or financial condition.
As of April 29, 2009, the Company was party to an operating
lease for buildings and equipment in which the Company has
guaranteed a supplemental payment obligation of approximately
$52 million at the termination of the lease. The Company
believes, based on current facts and circumstances, that any
payment pursuant to this guarantee is remote. In May 2008, the
construction of a new frozen food factory in South Carolina
commenced. It is expected that this project will be completed in
approximately 3 to 6 months at which time the Company plans
to enter into an operating lease.
Market
Risk Factors
The Company is exposed to market risks from adverse changes in
foreign exchange rates, interest rates, commodity prices and
production costs. As a policy, the Company does not engage in
25
speculative or leveraged transactions, nor does the Company hold
or issue financial instruments for trading purposes.
Foreign Exchange Rate Sensitivity: The
Companys cash flow and earnings are subject to
fluctuations due to exchange rate variation. Foreign currency
risk exists by nature of the Companys global operations.
The Company manufactures and sells its products on six
continents around the world, and hence foreign currency risk is
diversified.
The Company may attempt to limit its exposure to changing
foreign exchange rates through both operational and financial
market actions. These actions may include entering into forward
contracts, option contracts, or cross currency swaps to hedge
existing exposures, firm commitments and forecasted
transactions. The instruments are used to reduce risk by
essentially creating offsetting currency exposures.
The following table presents information related to foreign
currency contracts held by the Company:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate Notional Amount
|
|
|
Net Unrealized Gains
|
|
|
|
April 29, 2009
|
|
|
April 30, 2008
|
|
|
April 29, 2009
|
|
|
April 30, 2008
|
|
|
|
(Dollars in millions)
|
|
|
Purpose of Hedge:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intercompany cash flows
|
|
$
|
683
|
|
|
$
|
1,110
|
|
|
$
|
16
|
|
|
$
|
25
|
|
Forecasted purchases of raw materials and finished goods and
foreign currency denominated obligations
|
|
|
468
|
|
|
|
541
|
|
|
|
20
|
|
|
|
6
|
|
Forecasted sales and foreign currency denominated assets
|
|
|
96
|
|
|
|
57
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,247
|
|
|
$
|
1,708
|
|
|
$
|
36
|
|
|
$
|
31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of April 29, 2009, the Companys foreign currency
contracts mature within 5 years. Contracts that meet
qualifying criteria are accounted for as either foreign currency
cash flow hedges, fair value hedges or net investment hedges of
foreign operations. Any gains and losses related to contracts
that do not qualify for hedge accounting are recorded in current
period earnings in other income and expense.
Substantially all of the Companys foreign business
units financial instruments are denominated in their
respective functional currencies. Accordingly, exposure to
exchange risk on foreign currency financial instruments is not
material. (See Note 13, Derivative Financial
Instruments and Hedging Activities in
Item 8Financial Statements and Supplementary
Data.)
Interest Rate Sensitivity: The Company
is exposed to changes in interest rates primarily as a result of
its borrowing and investing activities used to maintain
liquidity and fund business operations. The nature and amount of
the Companys long-term and short-term debt can be expected
to vary as a result of future business requirements, market
conditions and other factors. The Companys debt
obligations totaled $5.14 billion (including
$251 million relating to the SFAS No. 133 hedge
accounting adjustments) and $5.18 billion (including
$199 million relating to the SFAS No. 133 hedge
accounting adjustments) at April 29, 2009 and
April 30, 2008, respectively. The Companys debt
obligations are summarized in Note 7, Debt in
Item 8Financial Statements and Supplementary
Data.
In order to manage interest rate exposure, the Company utilizes
interest rate swaps to convert fixed-rate debt to floating.
These derivatives are primarily accounted for as fair value
hedges. Accordingly, changes in the fair value of these
derivatives, along with changes in the fair value of the hedged
debt obligations that are attributable to the hedged risk, are
recognized in current period
26
earnings. Based on the amount of fixed-rate debt converted to
floating as of April 29, 2009, a variance of
1/8%
in the related interest rate would cause annual interest expense
related to this debt to change by approximately $2 million.
The following table presents additional information related to
interest rate contracts designated as fair value hedges by the
Company:
|
|
|
|
|
|
|
|
|
|
|
April 29, 2009
|
|
|
April 30, 2008
|
|
|
|
(Dollars in millions)
|
|
|
Pay floating swapsnotional amount
|
|
$
|
1,516
|
|
|
$
|
1,642
|
|
Net unrealized gains
|
|
$
|
151
|
|
|
$
|
95
|
|
Weighted average maturity (years)
|
|
|
4
|
|
|
|
4
|
|
Weighted average receive rate
|
|
|
6.31
|
%
|
|
|
6.36
|
%
|
Weighted average pay rate
|
|
|
3.67
|
%
|
|
|
6.15
|
%
|
The Company had interest rate contracts with a total notional
amount of $177 million at April 30, 2008, that did not
meet the criteria for hedge accounting but effectively mitigated
interest rate exposures. These derivatives were accounted for on
a full
mark-to-market
basis through earnings. Net unrealized gains related to these
interest rate contracts were insignificant as of April 30,
2008. These contracts are no longer outstanding.
The Company entered into a total rate of return swap with an
unaffiliated international financial institution during the
third quarter of Fiscal 2009 with a notional amount of
$175 million. This instrument is being used as an economic
hedge to reduce a portion of the interest cost related to the
Companys $800 million remarketable securities. The
swap is being accounted for on a full
mark-to-market
basis through current earnings, with gains and losses recorded
as a component of interest income. Net unrealized gains related
to the swap totaled $20.2 million as of April 29,
2009. Future
mark-to-market
adjustments on the total rate of return swap will be primarily
derived from changes in the fair value of the dealer
remarketable securities which will reflect fluctuations in the
credit market. This swap is scheduled to mature in three years,
corresponding with the next scheduled remarketing of the
Companys $800 million remarketable securities. In
connection with this swap, the Company is required to maintain a
restricted cash collateral balance of $192.7 million with
the counterparty for the term of the swap. Pursuant to the terms
of the swap, the counterparty has the option for early
termination of the agreement upon the occurrence of specified
events as defined in the agreement. In the event of early
termination there would be a net settlement between the Company
and the counterparty primarily based on the change in fair value
of the remarketable securities subsequent to the most recent
remarketing date which coincides with the date of the swap.
Effect of Hypothetical 10% Fluctuation in Market
Prices: As of April 29, 2009, the
potential gain or loss in the fair value of the Companys
outstanding foreign currency contracts and interest rate
contracts assuming a hypothetical 10% fluctuation in currency
and swap rates would be approximately:
|
|
|
|
|
|
|
Fair Value Effect
|
|
|
|
(Dollars in millions)
|
|
|
Foreign currency contracts
|
|
$
|
93
|
|
Interest rate swap contracts
|
|
$
|
11
|
|
Total rate of return swap
|
|
$
|
3
|
|
However, it should be noted that any change in the fair value of
the contracts, real or hypothetical, would be significantly
offset by an inverse change in the value of the underlying
hedged items. In relation to currency contracts, this
hypothetical calculation assumes that each exchange rate would
change in the same direction relative to the U.S. dollar.
Recently
Issued Accounting Standards
In September 2006, the Financial Accounting Standards Board
(FASB) issued SFAS No. 157, Fair
Value Measurements, which defines fair value, establishes
a framework for measuring fair
27
value under generally accepted accounting principles, and
expands disclosures about fair value measurements. This
statement applies whenever other accounting pronouncements
require or permit assets or liabilities to be measured at fair
value, but does not expand the use of fair value to new
accounting transactions. SFAS No. 157 is effective for
financial assets and liabilities in fiscal years beginning after
November 15, 2007, and for non-financial assets and
liabilities in fiscal years beginning after November 15,
2008. The Company adopted SFAS No. 157 for its
financial assets and liabilities on May 1, 2008. See Note
No. 12 in
Item 8Financial
Statements and Supplementary Data for additional
information. The Company will adopt SFAS No. 157 for
its non-financial assets and liabilities that are recognized at
fair value on a non-recurring basis, including goodwill, other
intangible assets, exit liabilities and purchase price
allocations on April 30, 2009 (the first day of Fiscal
2010) and this adoption is not expected to have a material
impact on the Companys financial statements.
On May 1, 2008, the Company adopted the measurement date
provisions of SFAS No. 158, Employers
Accounting for Defined Benefit Pension and Other Postretirement
Plans, an amendment of FASB Statements No. 87, 88, 106, and
132(R). The measurement date provisions require plan
assets and obligations to be measured as of the date of the
year-end financial statements. The Company previously measured
its foreign pension and other postretirement benefit obligations
as of March 31 each year. The adoption of the measurement date
provisions of SFAS No. 158 did not have a material
effect on the Companys consolidated statement of income or
consolidated balance sheet for the fiscal year ended
April 29, 2009.
In December 2007, the FASB issued SFAS No. 141(R),
Business Combinations and SFAS No. 160,
Noncontrolling Interests in Consolidated Financial
StatementsAn Amendment of ARB No. 51. These new
standards will significantly change the accounting for and
reporting of business combination transactions and
noncontrolling (minority) interests in consolidated financial
statements. SFAS Nos. 141(R) and 160 are required to be
adopted simultaneously and are effective for fiscal years
beginning after December 15, 2008, with early adoption
prohibited. SFAS No. 141(R) and its related standards
will impact the accounting for any future business combinations
completed after April 29, 2009. The nature and extent of
the impact will depend upon the terms and conditions of any such
transaction. SFAS No. 160 changes the accounting and
reporting for minority interests, which will be recharacterized
as noncontrolling interests and classified as a component of
shareholders equity. SFAS No. 160 requires
retrospective adoption of the presentation and disclosures for
existing minority interests. All other requirements of
SFAS No. 160 will be applied prospectively.
SFAS No. 160 is not expected to have a material impact
on the Companys financial statements upon adoption. These
standards will be adopted on April 30, 2009, the first day
of Fiscal 2010.
In March 2008, the FASB issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging
Activitiesan amendment of FASB Statement
No. 133. This new standard requires enhanced
disclosures about how and why an entity uses derivative
instruments, how derivative instruments and related hedged items
are accounted for under SFAS No. 133 and its related
interpretations, and how derivative instruments and related
hedged items affect an entitys financial position,
financial performance, and cash flows. As SFAS No. 161
only requires enhanced disclosures, it will have no impact on
the Companys financial position, results of operations, or
cash flows. This statement is effective for financial statements
issued for fiscal years and interim periods beginning after
November 15, 2008. The Company adopted
SFAS No. 161 in the fourth quarter of Fiscal 2009. See
Note No. 13 in Item 8Financial Statements
and Supplementary Data for additional information.
In June 2008, the FASB issued Financial Statement of Position
(FSP)
EITF 03-6-1,
Determining Whether Instruments Granted in Share-Based
Payment Transactions Are Participating Securities. FSP
EITF 03-6-1
provides that unvested share-based payment awards that contain
non-forfeitable rights to dividends or dividend equivalents
(whether paid or unpaid) are participating securities and shall
be included in the computation of earnings per share pursuant to
the two-class method. FSP
EITF 03-6-1
is effective for fiscal years beginning after December 15,
2008, and interim
28
periods within those years. Upon adoption, a company is required
to retrospectively adjust its earnings per share data (including
any amounts related to interim periods, summaries of earnings
and selected financial data) to conform with the provisions of
FSP
EITF 03-6-1.
The Company has completed its evaluation of the impact of
adopting FSP
EITF 03-6-1
in Fiscal 2010. The adoption will have no impact on net income,
but is expected to have a $0.01 unfavorable impact on both basic
and diluted earnings per share in Fiscal 2010 and no material
impact for Fiscal 2011 forward. The adoption is also expected to
result in a $0.02 and $0.01 reduction in both basic and diluted
earnings per share in Fiscal 2008 and 2009, respectively.
In December 2008, the FASB issued FSP FAS 132(R)-1,
Employers Disclosures about Postretirement Benefit
Plan Assets. This new standard requires enhanced
disclosures about plan assets in an employers defined
benefit pension or other postretirement plan. Companies will be
required to disclose information about how investment allocation
decisions are made, the fair value of each major category of
plan assets, the basis used to determine the overall expected
long-term rate of return on assets assumption, a description of
the inputs and valuation techniques used to develop fair value
measurements of plan assets, and significant concentrations of
credit risk. This statement is effective for fiscal years ending
after December 15, 2009. The Company is currently
evaluating the impact of adopting FSP FAS 132(R)-1 in the
fourth quarter of Fiscal 2010.
Discussion
of Significant Accounting Estimates
In the ordinary course of business, the Company has made a
number of estimates and assumptions relating to the reporting of
results of operations and financial condition in the preparation
of its financial statements in conformity with accounting
principles generally accepted in the United States of America.
Actual results could differ significantly from those estimates
under different assumptions and conditions. The Company believes
that the following discussion addresses its most critical
accounting policies, which are those that are most important to
the portrayal of the Companys financial condition and
results and require managements most difficult, subjective
and complex judgments, often as a result of the need to make
estimates about the effect of matters that are inherently
uncertain.
Marketing CostsTrade promotions are an important
component of the sales and marketing of the Companys
products and are critical to the support of the business. Trade
promotion costs include amounts paid to retailers to offer
temporary price reductions for the sale of the Companys
products to consumers, amounts paid to obtain favorable display
positions in retailers stores, and amounts paid to
customers for shelf space in retail stores. Accruals for trade
promotions are initially recorded at the time of sale of product
to the customer based on an estimate of the expected levels of
performance of the trade promotion, which is dependent upon
factors such as historical trends with similar promotions,
expectations regarding customer participation, and sales and
payment trends with similar previously offered programs. Our
original estimated costs of trade promotions may change in the
future as a result of changes in customer participation,
particularly for new programs and for programs related to the
introduction of new products. We perform monthly and quarterly
evaluations of our outstanding trade promotions, making
adjustments where appropriate to reflect changes in estimates.
Settlement of these liabilities typically occurs in subsequent
periods primarily through an authorization process for
deductions taken by a customer from amounts otherwise due to the
Company. As a result, the ultimate cost of a trade promotion
program is dependent on the relative success of the events and
the actions and level of deductions taken by the Companys
customers for amounts they consider due to them. Final
determination of the permissible deductions may take extended
periods of time and could have a significant impact on the
Companys results of operations depending on how actual
results of the programs compare to original estimates.
We offer coupons to consumers in the normal course of our
business. Expenses associated with this activity, which we refer
to as coupon redemption costs, are accrued in the period in
which the coupons are offered. The initial estimates made for
each coupon offering are based upon historical redemption
experience rates for similar products or coupon amounts. We
perform monthly and
29
quarterly evaluations of outstanding coupon accruals that
compare actual redemption rates to the original estimates. We
review the assumptions used in the valuation of the estimates
and determine an appropriate accrual amount. Adjustments to our
initial accrual may be required if actual redemption rates vary
from estimated redemption rates.
Investments and Long-lived Assets, including Property, Plant
and EquipmentInvestments and long-lived assets are
recorded at their respective cost basis on the date of
acquisition. Buildings, equipment and leasehold improvements are
depreciated on a straight-line basis over the estimated useful
life of such assets. The Company reviews investments and
long-lived assets, including intangibles with finite useful
lives, and property, plant and equipment, whenever circumstances
change such that the indicated recorded value of an asset may
not be recoverable or has suffered an
other-than-temporary
impairment. Factors that may affect recoverability include
changes in planned use of equipment or software, the closing of
facilities and changes in the underlying financial strength of
investments. The estimate of current value requires significant
management judgment and requires assumptions that can include:
future volume trends and revenue and expense growth rates
developed in connection with the Companys internal
projections and annual operating plans, and in addition,
external factors such as changes in macroeconomic trends which
are developed in connection with the Companys long-term
strategic planning. As each is managements best estimate
on then available information, resulting estimates may differ
from actual cash flows.
Goodwill and Indefinite-Lived IntangiblesCarrying
values of goodwill and intangible assets with indefinite lives
are reviewed for impairment at least annually, or when
circumstances indicate that a possible impairment may exist.
Indicators such as unexpected adverse economic factors,
unanticipated technological change or competitive activities,
loss of key personnel, and acts by governments and courts, may
signal that an asset has become impaired. All goodwill is
assigned to reporting units, which are primarily one level below
our operating segments. Goodwill is assigned to the reporting
unit that benefits from the cash flows arising from each
business combination. We perform our impairment tests of
goodwill at the reporting unit level. The Companys measure
of impairment for both goodwill and intangible assets with
indefinite lives is based on a discounted cash flow model that
requires significant judgment and requires assumptions about
future volume trends and revenue and expense growth rates
developed in connection with the Companys internal
projections and annual operating plans, and in addition,
external factors such as changes in macroeconomic trends and
cost of capital developed in connection with the Companys
long-term strategic planning. Inherent in estimating future
performance, in particular assumptions regarding external
factors such as capital markets, are uncertainties beyond the
Companys control.
During the fourth quarter of Fiscal 2009, the Company completed
its annual review of goodwill and indefinite-lived intangible
assets. The key assumptions used to determine the fair value of
each reporting unit were: (a) expected net cash flow of the
reporting units; (b) terminal growth rates; and
(c) discount rates. The discount rates were based on the
Companys estimate of the after-tax weighted average cost
of capital, adjusted for country-specific risks. No impairments
were identified during the Companys annual assessment of
goodwill and indefinite-lived intangible assets.
Retirement BenefitsThe Company sponsors pension and
other retirement plans in various forms covering substantially
all employees who meet eligibility requirements. Several
actuarial and other factors that attempt to anticipate future
events are used in calculating the expense and obligations
related to the plans. These factors include assumptions about
the discount rate, expected return on plan assets, turnover
rates and rate of future compensation increases as determined by
the Company, within certain guidelines. In addition, the Company
uses best estimate assumptions, provided by actuarial
consultants, for withdrawal and mortality rates to estimate
benefit expense. The financial and actuarial assumptions used by
the Company may differ materially from actual results due to
changing market and economic conditions, higher or lower
withdrawal rates or longer or shorter life spans of
participants. These differences may result in a significant
impact to the amount of pension expense recorded by the Company.
30
The Company recognized pension expense related to defined
benefit programs of $6 million, $7 million, and
$32 million for fiscal years 2009, 2008, and 2007,
respectively, which reflected expected return on plan assets of
$208 million, $227 million, and $199 million,
respectively. The Company contributed $134 million to its
pension plans in Fiscal 2009 compared to $58 million in
Fiscal 2008 and $63 million in Fiscal 2007. Due to poor
returns across global equity markets, the Company expects to
increase contributions to its pension plans to approximately
$250 million in Fiscal 2010.
One of the significant assumptions for pension plan accounting
is the expected rate of return on pension plan assets. Over
time, the expected rate of return on assets should approximate
actual long-term returns. In developing the expected rate of
return, the Company considers average real historic returns on
asset classes, the investment mix of plan assets, investment
manager performance and projected future returns of asset
classes developed by respected advisors. When calculating the
expected return on plan assets, the Company primarily uses a
market-related-value of assets that spreads asset gains and
losses (difference between actual return and expected return)
uniformly over 3 years. The weighted average expected rate
of return on plan assets used to calculate annual expense was
8.2% for the years ended April 29, 2009, April 30,
2008 and May 2, 2007. For purposes of calculating Fiscal
2010 expense, the weighted average rate of return will be
approximately 8.1%.
Another significant assumption used to value benefit plans is
the discount rate. The discount rate assumptions used to value
pension and postretirement benefit obligations reflect the rates
available on high quality fixed income investments available (in
each country where the Company operates a benefit plan) as of
the measurement date. The Company uses bond yields of
appropriate duration for each country by matching it with the
duration of plan liabilities. The weighted average discount rate
used to measure the projected benefit obligation for the year
ending April 29, 2009 increased to 6.5% from 6.1% as of
April 30, 2008.
Deferred gains and losses result from actual experience
different from expected financial and actuarial assumptions. The
pension plans currently have a deferred loss amount of
$1.10 billion at April 29, 2009. During 2009, the
deferred loss amount was negatively impacted by actual asset
returns being less than expected. Deferred gains and losses are
amortized through the actuarial calculation into annual expense
over the estimated average remaining service period of plan
participants, which is currently 10 years.
The Company also provides certain postretirement health care
benefits. The postretirement health care benefit expense and
obligation are determined using the Companys assumptions
regarding health care cost trend rates. The health care trend
rates are developed based on historical cost data, the near-term
outlook on health care trends and the likely long-term trends.
The domestic postretirement health care benefit obligation at
April 29, 2009 was determined using an average initial
health care trend rate of 8.0% which gradually decreases to an
average ultimate rate of 5.0% in 6 years. The foreign
postretirement health care benefit obligation at April 29,
2009 was determined using an average initial health care trend
rate of 6.3% which gradually decreases to an average ultimate
rate of 4.3% in 6 years. A one percentage point increase in
the assumed health care cost trend rate would increase the
service and interest cost components of annual expense by
$2 million and increase the benefit obligation by
$16 million. A one percentage point decrease in the assumed
health care cost trend rates would decrease the service and
interest cost by $2 million and decrease the benefit
obligation by $15 million.
31
Sensitivity
of Assumptions
If we assumed a 100 basis point change in the following
rates, the Companys Fiscal 2009 projected benefit
obligation and expense would increase (decrease) by the
following amounts (in millions):
|
|
|
|
|
|
|
|
|
|
|
100 Basis Point
|
|
|
|
Increase
|
|
|
Decrease
|
|
|
Pension benefits
|
|
|
|
|
|
|
|
|
Discount rate used in determining projected benefit obligation
|
|
$
|
(245
|
)
|
|
$
|
287
|
|
Discount rate used in determining net pension expense
|
|
$
|
(26
|
)
|
|
$
|
32
|
|
Long-term rate of return on assets used in determining net
pension expense
|
|
$
|
(25
|
)
|
|
$
|
25
|
|
Other benefits
|
|
|
|
|
|
|
|
|
Discount rate used in determining projected benefit obligation
|
|
$
|
(18
|
)
|
|
$
|
20
|
|
Discount rate used in determining net benefit expense
|
|
$
|
|
|
|
$
|
1
|
|
Income TaxesThe Company computes its annual tax
rate based on the statutory tax rates and tax planning
opportunities available to it in the various jurisdictions in
which it earns income. Significant judgment is required in
determining the Companys annual tax rate and in evaluating
uncertainty in its tax positions. The Company recognizes a
benefit for tax positions that it believes will more likely than
not be sustained upon examination. The amount of benefit
recognized is the largest amount of benefit that the Company
believes has more than a 50% probability of being realized upon
settlement. The Company regularly monitors its tax positions and
adjusts the amount of recognized tax benefit based on its
evaluation of information that has become available since the
end of its last financial reporting period. The annual tax rate
includes the impact of these changes in recognized tax benefits.
When adjusting the amount of recognized tax benefits the Company
does not consider information that has become available after
the balance sheet date, but does disclose the effects of new
information whenever those effects would be material to the
Companys financial statements. The difference between the
amount of benefit taken or expected to be taken in a tax return
and the amount of benefit recognized for financial reporting
represents unrecognized tax benefits. These unrecognized tax
benefits are presented in the balance sheet principally within
accrued income taxes.
The Company records valuation allowances to reduce deferred tax
assets to the amount that is more likely than not to be
realized. When assessing the need for valuation allowances, the
Company considers future taxable income and ongoing prudent and
feasible tax planning strategies. Should a change in
circumstances lead to a change in judgment about the
realizability of deferred tax assets in future years, the
Company would adjust related valuation allowances in the period
that the change in circumstances occurs, along with a
corresponding increase or charge to income.
Changes in recognized tax benefits and changes in valuation
allowances could be material to the Companys results of
operations for any period, but is not expected to be material to
the Companys financial position.
Inflation
and Input Costs
In general, the effects of cost inflation may be experienced by
the Company in future periods. During Fiscal 2009, the Company
experienced wide-spread inflationary increases in commodity
input costs. While recently there has been a general decline in
commodity inflation, some key input costs remain above historic
levels. Price increases and continued productivity improvements
are helping to offset these cost increases.
The Company operates in certain countries around the world, such
as Venezuela, that have previously experienced hyperinflation.
In hyperinflationary foreign countries, the Company
32
attempts to mitigate the effects of inflation by increasing
prices in line with inflation, where possible, and efficiently
managing its working capital levels.
Stock
Market Information
H. J. Heinz Company common stock is traded principally on
The New York Stock Exchange under the symbol HNZ. The number of
shareholders of record of the Companys common stock as of
May 31, 2009 approximated 37,000. The closing price of the
common stock on The New York Stock Exchange composite listing on
April 29, 2009 was $33.99.
Stock price information for common stock by quarter follows:
|
|
|
|
|
|
|
|
|
|
|
Stock Price Range
|
|
|
|
High
|
|
|
Low
|
|
|
2009
|
|
|
|
|
|
|
|
|
First
|
|
$
|
51.44
|
|
|
$
|
46.35
|
|
Second
|
|
|
53.00
|
|
|
|
38.43
|
|
Third
|
|
|
45.83
|
|
|
|
34.52
|
|
Fourth
|
|
|
38.34
|
|
|
|
30.51
|
|
2008
|
|
|
|
|
|
|
|
|
First
|
|
$
|
48.50
|
|
|
$
|
42.84
|
|
Second
|
|
|
47.18
|
|
|
|
41.82
|
|
Third
|
|
|
48.75
|
|
|
|
41.37
|
|
Fourth
|
|
|
48.25
|
|
|
|
41.60
|
|
|
|
Item 7A.
|
Quantitative
and Qualitative Disclosures About Market Risk.
|
This information is set forth in this report in
Item 7Managements Discussion and Analysis
of Financial Condition and Results of Operations on pages
25 through 27.
33
Item 8. Financial Statements and
Supplementary Data.
TABLE OF
CONTENTS
34
Report of
Management on Internal Control over Financial
Reporting
Management is responsible for establishing and maintaining
adequate internal control over financial reporting for the
Company. Internal control over financial reporting refers to the
process designed by, or under the supervision of, our Chief
Executive Officer and Chief Financial Officer, and effected by
our Board of Directors, management and other personnel, to
provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted
accounting principles in the United States of America, and
includes those policies and procedures that:
(1) Pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the Company;
(2) Provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles;
(3) Provide reasonable assurance that receipts and
expenditures of the Company are being made only in accordance
with authorizations of management and directors of the
Company; and
(4) Provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or disposition
of the Companys assets that could have a material effect
on the financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
Management has used the framework set forth in the report
entitled Internal ControlIntegrated Framework
published by the Committee of Sponsoring Organizations of the
Treadway Commission to evaluate the effectiveness of the
Companys internal control over financial reporting, as
required by Section 404 of the Sarbanes-Oxley Act.
Management has concluded that the Companys internal
control over financial reporting was effective as of the end of
the most recent fiscal year. PricewaterhouseCoopers LLP, an
independent registered public accounting firm, audited the
effectiveness of the Companys internal control over
financial reporting as of April 29, 2009, as stated in
their report which appears herein.
/s/ William
R. Johnson
Chairman, President and
Chief Executive Officer
/s/ Arthur
B. Winkleblack
Executive Vice President and
Chief Financial Officer
June 17, 2009
35
Report of
Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of
H. J. Heinz Company:
In our opinion, the consolidated financial statements listed in
the index appearing under Item 15(a)(1) present fairly, in
all material respects, the financial position of H. J. Heinz
Company and its subsidiaries at April 29, 2009 and
April 30, 2008, and the results of their operations and
their cash flows for each of the three years in the period ended
April 29, 2009 in conformity with accounting principles
generally accepted in the United States of America. In addition,
in our opinion, the financial statement schedule listed in the
index appearing under Item 15(a)(2) presents fairly, in all
material respects, the information set forth therein when read
in conjunction with the related consolidated financial
statements. Also in our opinion, the Company maintained, in all
material respects, effective internal control over financial
reporting as of April 29, 2009, based on criteria
established in Internal ControlIntegrated Framework
issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). The Companys management is
responsible for these financial statements and financial
statement schedule, for maintaining effective internal control
over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting,
included in the Report of Management on Internal Control over
Financial Reporting appearing under Item 8. Our
responsibility is to express opinions on these financial
statements, on the financial statement schedule, and on the
Companys internal control over financial reporting based
on our integrated 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 audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement and
whether effective internal control over financial reporting was
maintained in all material respects. Our audits of the financial
statements included 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. Our audit of internal
control over financial reporting included obtaining an
understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of
internal control based on the assessed risk. Our audits also
included performing such other procedures as we considered
necessary in the circumstances. We believe that our audits
provide a reasonable basis for our opinions.
As discussed in Note 1 to the consolidated financial
statements, the Company changed the manner in which it accounts
for share-based compensation effective May 4, 2006 and as
discussed in Note 10 to the consolidated financial
statements, the Company changed the manner in which it accounts
for defined benefit pension and other postretirement plans
effective May 2, 2007.
A companys internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. A companys
internal control over financial reporting includes those
policies and procedures that (i) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of
management and directors of the company; and (iii) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers
LLP
Pittsburgh, Pennsylvania
June 17, 2009
36
H. J.
Heinz Company and Subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
April 29, 2009
|
|
|
April 30, 2008
|
|
|
May 2, 2007
|
|
|
|
(52 Weeks)
|
|
|
(52 Weeks)
|
|
|
(52 Weeks)
|
|
|
|
(In thousands, except per share amounts)
|
|
|
Sales
|
|
$
|
10,148,082
|
|
|
$
|
10,070,778
|
|
|
$
|
9,001,630
|
|
Cost of products sold
|
|
|
6,564,447
|
|
|
|
6,390,086
|
|
|
|
5,608,730
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
3,583,635
|
|
|
|
3,680,692
|
|
|
|
3,392,900
|
|
Selling, general and administrative expenses
|
|
|
2,089,983
|
|
|
|
2,111,725
|
|
|
|
1,946,185
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
1,493,652
|
|
|
|
1,568,967
|
|
|
|
1,446,715
|
|
Interest income
|
|
|
64,150
|
|
|
|
41,519
|
|
|
|
41,869
|
|
Interest expense
|
|
|
339,635
|
|
|
|
364,856
|
|
|
|
333,270
|
|
Other income/(expense), net
|
|
|
78,033
|
|
|
|
(27,836
|
)
|
|
|
(30,915
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes
|
|
|
1,296,200
|
|
|
|
1,217,794
|
|
|
|
1,124,399
|
|
Provision for income taxes
|
|
|
373,128
|
|
|
|
372,869
|
|
|
|
332,797
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
923,072
|
|
|
|
844,925
|
|
|
|
791,602
|
|
Loss from discontinued operations, net of tax
|
|
|
|
|
|
|
|
|
|
|
(5,856
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
923,072
|
|
|
$
|
844,925
|
|
|
$
|
785,746
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income/(Loss) Per Common Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
2.90
|
|
|
$
|
2.63
|
|
|
$
|
2.38
|
|
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
(0.02
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
$
|
2.90
|
|
|
$
|
2.63
|
|
|
$
|
2.36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average common shares outstandingDiluted
|
|
|
318,063
|
|
|
|
321,717
|
|
|
|
332,468
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
2.94
|
|
|
$
|
2.67
|
|
|
$
|
2.41
|
|
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
(0.02
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
$
|
2.94
|
|
|
$
|
2.67
|
|
|
$
|
2.39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average common shares outstandingBasic
|
|
|
313,747
|
|
|
|
317,019
|
|
|
|
328,625
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends per share
|
|
$
|
1.66
|
|
|
$
|
1.52
|
|
|
$
|
1.40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements
37
H. J.
Heinz Company and Subsidiaries
|
|
|
|
|
|
|
|
|
|
|
April 29,
|
|
|
April 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
Assets
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
373,145
|
|
|
$
|
617,687
|
|
Receivables (net of allowances: 2009$11,395 and
2008$15,687)
|
|
|
1,171,797
|
|
|
|
1,161,481
|
|
Inventories:
|
|
|
|
|
|
|
|
|
Finished goods and
work-in-process
|
|
|
973,983
|
|
|
|
1,100,735
|
|
Packaging material and ingredients
|
|
|
263,630
|
|
|
|
277,481
|
|
|
|
|
|
|
|
|
|
|
Total inventories
|
|
|
1,237,613
|
|
|
|
1,378,216
|
|
Prepaid expenses
|
|
|
125,765
|
|
|
|
139,492
|
|
Other current assets
|
|
|
36,701
|
|
|
|
28,690
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
2,945,021
|
|
|
|
3,325,566
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment:
|
|
|
|
|
|
|
|
|
Land
|
|
|
76,193
|
|
|
|
56,007
|
|
Buildings and leasehold improvements
|
|
|
775,217
|
|
|
|
842,198
|
|
Equipment, furniture and other
|
|
|
3,258,152
|
|
|
|
3,502,071
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,109,562
|
|
|
|
4,400,276
|
|
Less accumulated depreciation
|
|
|
2,131,260
|
|
|
|
2,295,563
|
|
|
|
|
|
|
|
|
|
|
Total property, plant and equipment, net
|
|
|
1,978,302
|
|
|
|
2,104,713
|
|
|
|
|
|
|
|
|
|
|
Other non-current assets:
|
|
|
|
|
|
|
|
|
Goodwill
|
|
|
2,687,788
|
|
|
|
2,997,462
|
|
Trademarks, net
|
|
|
889,815
|
|
|
|
957,111
|
|
Other intangibles, net
|
|
|
405,351
|
|
|
|
456,948
|
|
Restricted cash
|
|
|
192,736
|
|
|
|
|
|
Other non-current assets
|
|
|
565,171
|
|
|
|
723,243
|
|
|
|
|
|
|
|
|
|
|
Total other non-current assets
|
|
|
4,740,861
|
|
|
|
5,134,764
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
9,664,184
|
|
|
$
|
10,565,043
|
|
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements
38
H. J.
Heinz Company and Subsidiaries
|
|
|
|
|
|
|
|
|
|
|
April 29,
|
|
|
April 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
Liabilities and Shareholders Equity
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Short-term debt
|
|
$
|
61,297
|
|
|
$
|
124,290
|
|
Portion of long-term debt due within one year
|
|
|
4,341
|
|
|
|
328,418
|
|
Accounts payable
|
|
|
1,113,307
|
|
|
|
1,247,479
|
|
Salaries and wages
|
|
|
91,283
|
|
|
|
92,553
|
|
Accrued marketing
|
|
|
233,316
|
|
|
|
298,342
|
|
Other accrued liabilities
|
|
|
485,406
|
|
|
|
487,656
|
|
Income taxes
|
|
|
73,896
|
|
|
|
91,322
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
2,062,846
|
|
|
|
2,670,060
|
|
|
|
|
|
|
|
|
|
|
Long-term debt and other liabilities:
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
|
5,076,186
|
|
|
|
4,730,946
|
|
Deferred income taxes
|
|
|
345,749
|
|
|
|
409,186
|
|
Non-pension post-retirement benefits
|
|
|
214,786
|
|
|
|
257,051
|
|
Minority interest
|
|
|
59,167
|
|
|
|
65,727
|
|
Other liabilities
|
|
|
685,512
|
|
|
|
544,253
|
|
|
|
|
|
|
|
|
|
|
Total long-term debt and other liabilities
|
|
|
6,381,400
|
|
|
|
6,007,163
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity:
|
|
|
|
|
|
|
|
|
Capital stock:
|
|
|
|
|
|
|
|
|
Third cumulative preferred, $1.70 first series, $10 par
value*
|
|
|
70
|
|
|
|
72
|
|
Common stock, 431,096 shares issued, $0.25 par value
|
|
|
107,774
|
|
|
|
107,774
|
|
|
|
|
|
|
|
|
|
|
|
|
|
107,844
|
|
|
|
107,846
|
|
Additional capital
|
|
|
737,917
|
|
|
|
617,811
|
|
Retained earnings
|
|
|
6,525,719
|
|
|
|
6,129,008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,371,480
|
|
|
|
6,854,665
|
|
Less:
|
|
|
|
|
|
|
|
|
Treasury shares, at cost (116,237 shares at April 29,
2009 and 119,628 shares at April 30, 2008)
|
|
|
4,881,842
|
|
|
|
4,905,755
|
|
Accumulated other comprehensive loss
|
|
|
1,269,700
|
|
|
|
61,090
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
1,219,938
|
|
|
|
1,887,820
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$
|
9,664,184
|
|
|
$
|
10,565,043
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
The preferred stock outstanding is
convertible at a rate of one share of preferred stock into
15 shares of common stock. The Company can redeem the stock
at $28.50 per share. As of April 29, 2009, there were
authorized, but unissued, 2,200 shares of third cumulative
preferred stock for which the series had not been designated.
|
See Notes to Consolidated Financial Statements
39
H. J.
Heinz Company and Subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 29, 2009
|
|
|
April 30, 2008
|
|
|
May 2, 2007
|
|
|
|
Shares
|
|
|
Dollars
|
|
|
Shares
|
|
|
Dollars
|
|
|
Shares
|
|
|
Dollars
|
|
|
|
(Amounts in thousands, expect per share amounts)
|
|
|
PREFERRED STOCK
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year
|
|
|
7
|
|
|
$
|
72
|
|
|
|
8
|
|
|
$
|
77
|
|
|
|
8
|
|
|
$
|
82
|
|
Conversion of preferred into common stock
|
|
|
|
|
|
|
(2
|
)
|
|
|
(1
|
)
|
|
|
(5
|
)
|
|
|
|
|
|
|
(5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of year
|
|
|
7
|
|
|
|
70
|
|
|
|
7
|
|
|
|
72
|
|
|
|
8
|
|
|
|
77
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Authorized shares- April 29, 2009
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMON STOCK
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year
|
|
|
431,096
|
|
|
|
107,774
|
|
|
|
431,096
|
|
|
|
107,774
|
|
|
|
431,096
|
|
|
|
107,774
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of year
|
|
|
431,096
|
|
|
|
107,774
|
|
|
|
431,096
|
|
|
|
107,774
|
|
|
|
431,096
|
|
|
|
107,774
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Authorized shares- April 29, 2009
|
|
|
600,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ADDITIONAL CAPITAL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year
|
|
|
|
|
|
|
617,811
|
|
|
|
|
|
|
|
580,606
|
|
|
|
|
|
|
|
502,235
|
|
Conversion of preferred into common stock
|
|
|
|
|
|
|
(95
|
)
|
|
|
|
|
|
|
(219
|
)
|
|
|
|
|
|
|
(191
|
)
|
Stock options exercised, net of shares tendered for payment
|
|
|
|
|
|
|
98,736
|
(4)
|
|
|
|
|
|
|
20,920
|
(4)
|
|
|
|
|
|
|
79,735
|
(4)
|
Stock option expense
|
|
|
|
|
|
|
9,405
|
|
|
|
|
|
|
|
8,919
|
|
|
|
|
|
|
|
11,987
|
|
Restricted stock unit activity
|
|
|
|
|
|
|
(538
|
)
|
|
|
|
|
|
|
4,961
|
|
|
|
|
|
|
|
16,000
|
|
Transfer of unearned compensation balance per
SFAS No. 123R
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(32,773
|
)
|
Initial adoption of FIN 48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,719
|
)
|
|
|
|
|
|
|
|
|
Tax settlement(1)
|
|
|
|
|
|
|
8,537
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other, net(2)
|
|
|
|
|
|
|
4,061
|
|
|
|
|
|
|
|
4,343
|
|
|
|
|
|
|
|
3,613
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of year
|
|
|
|
|
|
|
737,917
|
|
|
|
|
|
|
|
617,811
|
|
|
|
|
|
|
|
580,606
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RETAINED EARNINGS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year
|
|
|
|
|
|
|
6,129,008
|
|
|
|
|
|
|
|
5,778,617
|
|
|
|
|
|
|
|
5,454,108
|
|
Net income
|
|
|
|
|
|
|
923,072
|
|
|
|
|
|
|
|
844,925
|
|
|
|
|
|
|
|
785,746
|
|
Cash dividends:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred (per share $1.70 per share in 2009, 2008, and 2007)
|
|
|
|
|
|
|
(12
|
)
|
|
|
|
|
|
|
(12
|
)
|
|
|
|
|
|
|
(13
|
)
|
Common (per share $1.66, $1.52, and $1.40 in 2009, 2008, and
2007, respectively)
|
|
|
|
|
|
|
(525,281
|
)
|
|
|
|
|
|
|
(485,234
|
)
|
|
|
|
|
|
|
(461,224
|
)
|
Initial adoption of FIN 48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,288
|
)
|
|
|
|
|
|
|
|
|
Other(3)
|
|
|
|
|
|
|
(1,068
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of year
|
|
|
|
|
|
|
6,525,719
|
|
|
|
|
|
|
|
6,129,008
|
|
|
|
|
|
|
|
5,778,617
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TREASURY STOCK
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year
|
|
|
(119,628
|
)
|
|
|
(4,905,755
|
)
|
|
|
(109,317
|
)
|
|
|
(4,406,126
|
)
|
|
|
(100,339
|
)
|
|
|
(3,852,220
|
)
|
Shares reacquired
|
|
|
(3,650
|
)
|
|
|
(181,431
|
)
|
|
|
(13,054
|
)
|
|
|
(580,707
|
)
|
|
|
(16,651
|
)
|
|
|
(760,686
|
)
|
Conversion of preferred into common stock
|
|
|
3
|
|
|
|
97
|
|
|
|
8
|
|
|
|
224
|
|
|
|
7
|
|
|
|
195
|
|
Stock options exercised, net of shares tendered for payment
|
|
|
6,179
|
|
|
|
178,559
|
|
|
|
2,116
|
|
|
|
62,486
|
|
|
|
7,265
|
|
|
|
195,117
|
|
Restricted stock unit activity
|
|
|
485
|
|
|
|
15,026
|
|
|
|
289
|
|
|
|
8,591
|
|
|
|
96
|
|
|
|
2,438
|
|
Other, net(2)
|
|
|
374
|
|
|
|
11,662
|
|
|
|
330
|
|
|
|
9,777
|
|
|
|
305
|
|
|
|
9,030
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of year
|
|
|
(116,237
|
)
|
|
|
(4,881,842
|
)
|
|
|
(119,628
|
)
|
|
|
(4,905,755
|
)
|
|
|
(109,317
|
)
|
|
|
(4,406,126
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNEARNED COMPENSATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(32,773
|
)
|
Transfer of balance to additional capital per
SFAS No. 123R
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,773
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER COMPREHENSIVE (LOSS)/INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year
|
|
|
|
|
|
|
(61,090
|
)
|
|
|
|
|
|
|
(219,265
|
)
|
|
|
|
|
|
|
(130,383
|
)
|
Net pension and post-retirement benefit losses (net of $138,862
and $75,407 tax benefit in 2009 and 2008, respectively)
|
|
|
|
|
|
|
(301,347
|
)
|
|
|
|
|
|
|
(155,989
|
)
|
|
|
|
|
|
|
|
|
Reclassification of net pension and post-retirement benefit
losses to net income (net of $12,273 and $14,159 tax benefit in
2009 and 2008, respectively)
|
|
|
|
|
|
|
24,744
|
|
|
|
|
|
|
|
27,787
|
|
|
|
|
|
|
|
|
|
Minimum pension liability (net of $4,167 tax expense in 2007)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,041
|
|
Unrealized translation adjustments (net of $14,004 tax benefit,
$25,823 tax expense, and $29,635 tax benefit in 2009, 2008 and
2007, respectively)
|
|
|
|
|
|
|
(944,439
|
)
|
|
|
|
|
|
|
281,090
|
|
|
|
|
|
|
|
293,673
|
|
Net change in fair value of cash flow hedges (net of $9,413 tax
expense, $7,527 tax expense and $4,423 tax benefit in 2009, 2008
and 2007, respectively)
|
|
|
|
|
|
|
33,204
|
|
|
|
|
|
|
|
16,273
|
|
|
|
|
|
|
|
(3,401
|
)
|
Net hedging (gains)/losses reclassified into earnings (net of
$5,486 tax expense, $7,287 tax expense, and $6,163 tax benefit
in 2009, 2008, and 2007, respectively)
|
|
|
|
|
|
|
(20,772
|
)
|
|
|
|
|
|
|
(10,986
|
)
|
|
|
|
|
|
|
11,239
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net other comprehensive (loss) /income adjustments
|
|
|
|
|
|
|
(1,208,610
|
)
|
|
|
|
|
|
|
158,175
|
|
|
|
|
|
|
|
309,552
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adoption of SFAS No. 158, net of $182,530 tax benefit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(398,434
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of year
|
|
|
|
|
|
|
(1,269,700
|
)(5)
|
|
|
|
|
|
|
(61,090
|
)
|
|
|
|
|
|
|
(219,265
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL SHAREHOLDERS EQUITY
|
|
|
|
|
|
$
|
1,219,938
|
|
|
|
|
|
|
$
|
1,887,820
|
|
|
|
|
|
|
$
|
1,841,683
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
$
|
923,072
|
|
|
|
|
|
|
$
|
844,925
|
|
|
|
|
|
|
$
|
785,746
|
|
Net other comprehensive (loss)/ income adjustments
|
|
|
|
|
|
|
(1,208,610
|
)
|
|
|
|
|
|
|
158,175
|
|
|
|
|
|
|
|
309,552
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL COMPREHENSIVE (LOSS)/INCOME
|
|
|
|
|
|
$
|
(285,538
|
)
|
|
|
|
|
|
$
|
1,003,100
|
|
|
|
|
|
|
$
|
1,095,298
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
See Note No. 6 for further
details.
|
(2)
|
|
Includes activity of the Global
Stock Purchase Plan.
|
(3)
|
|
Includes adoption of the
measurement date provisions of SFAS No. 158 and unpaid
dividend equivalents on restricted stock units.
|
(4)
|
|
Includes income tax benefit
resulting from exercised stock options.
|
(5)
|
|
Comprised of unrealized translation
adjustment of $(415,211), pension and post-retirement benefits
net prior service cost of $(14,075) and net losses of
$(861,347), and deferred net gains on derivative financial
instruments of $20,933.
|
See Notes to Consolidated Financial
Statements
40
H. J.
Heinz Company and Subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
April 29,
|
|
|
April 30,
|
|
|
May 2,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(52 Weeks)
|
|
|
(52 Weeks)
|
|
|
(52 Weeks)
|
|
|
|
(Dollars in thousands)
|
|
|
Operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
923,072
|
|
|
$
|
844,925
|
|
|
$
|
785,746
|
|
Adjustments to reconcile net income to cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
241,294
|
|
|
|
250,826
|
|
|
|
233,374
|
|
Amortization
|
|
|
40,081
|
|
|
|
38,071
|
|
|
|
32,823
|
|
Deferred tax provision
|
|
|
108,950
|
|
|
|
18,543
|
|
|
|
52,244
|
|
Net gains on disposals
|
|
|
(6,445
|
)
|
|
|
(15,706
|
)
|
|
|
(1,391
|
)
|
Pension contributions
|
|
|
(133,714
|
)
|
|
|
(58,061
|
)
|
|
|
(62,505
|
)
|
Other items, net
|
|
|
(70,140
|
)
|
|
|
80,404
|
|
|
|
73,571
|
|
Changes in current assets and liabilities, excluding effects of
acquisitions and divestitures:
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables
|
|
|
(10,866
|
)
|
|
|
(55,832
|
)
|
|
|
10,987
|
|
Inventories
|
|
|
50,731
|
|
|
|
(133,600
|
)
|
|
|
(82,534
|
)
|
Prepaid expenses and other current assets
|
|
|
996
|
|
|
|
5,748
|
|
|
|
14,208
|
|
Accounts payable
|
|
|
(62,934
|
)
|
|
|
89,160
|
|
|
|
56,524
|
|
Accrued liabilities
|
|
|
24,641
|
|
|
|
28,259
|
|
|
|
(4,489
|
)
|
Income taxes
|
|
|
61,216
|
|
|
|
95,566
|
|
|
|
(46,270
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash provided by operating activities
|
|
|
1,166,882
|
|
|
|
1,188,303
|
|
|
|
1,062,288
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(292,121
|
)
|
|
|
(301,588
|
)
|
|
|
(244,562
|
)
|
Proceeds from disposals of property, plant and equipment
|
|
|
5,407
|
|
|
|
8,531
|
|
|
|
60,661
|
|
Acquisitions, net of cash acquired
|
|
|
(293,898
|
)
|
|
|
(151,604
|
)
|
|
|
(88,996
|
)
|
Net proceeds/(payments) related to divestitures
|
|
|
13,351
|
|
|
|
63,481
|
|
|
|
(4,144
|
)
|
Change in restricted cash
|
|
|
(192,736
|
)
|
|
|
|
|
|
|
|
|
Termination of net investment hedges
|
|
|
|
|
|
|
(93,153
|
)
|
|
|
|
|
Other items, net
|
|
|
(1,197
|
)
|
|
|
(79,894
|
)
|
|
|
(49,203
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash used for investing activities
|
|
|
(761,194
|
)
|
|
|
(554,227
|
)
|
|
|
(326,244
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments on long-term debt
|
|
|
(427,417
|
)
|
|
|
(368,214
|
)
|
|
|
(52,069
|
)
|
Proceeds from long-term debt
|
|
|
853,051
|
|
|
|
|
|
|
|
|
|
Net (payments on)/proceeds from commercial paper and short-term
debt
|
|
|
(483,666
|
)
|
|
|
483,730
|
|
|
|
384,055
|
|
Dividends
|
|
|
(525,293
|
)
|
|
|
(485,246
|
)
|
|
|
(461,237
|
)
|
Purchases of treasury stock
|
|
|
(181,431
|
)
|
|
|
(580,707
|
)
|
|
|
(760,686
|
)
|
Exercise of stock options
|
|
|
264,898
|
|
|
|
78,596
|
|
|
|
259,816
|
|
Termination of interest rate swaps
|
|
|
|
|
|
|
103,522
|
|
|
|
|
|
Other items, net
|
|
|
(16,478
|
)
|
|
|
10,224
|
|
|
|
9,212
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash used for financing activities
|
|
|
(516,336
|
)
|
|
|
(758,095
|
)
|
|
|
(620,909
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash provided by operating activities of discontinued operations
spun-off to Del Monte
|
|
|
|
|
|
|
|
|
|
|
33,511
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
(133,894
|
)
|
|
|
88,810
|
|
|
|
58,823
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease)/increase in cash and cash equivalents
|
|
|
(244,542
|
)
|
|
|
(35,209
|
)
|
|
|
207,469
|
|
Cash and cash equivalents at beginning of year
|
|
|
617,687
|
|
|
|
652,896
|
|
|
|
445,427
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year
|
|
$
|
373,145
|
|
|
$
|
617,687
|
|
|
$
|
652,896
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements
41
H. J.
Heinz Company and Subsidiaries
|
|
1.
|
Significant
Accounting Policies
|
Fiscal
Year:
H. J. Heinz Company (the Company) operates on a
52-week or 53-week fiscal year ending the Wednesday nearest
April 30. However, certain foreign subsidiaries have
earlier closing dates to facilitate timely reporting. Fiscal
years for the financial statements included herein ended
April 29, 2009, April 30, 2008, and May 2, 2007.
Principles
of Consolidation:
The consolidated financial statements include the accounts of
the Company and entities in which the Company maintains a
controlling financial interest. Control is generally determined
based on the majority ownership of an entitys voting
interests. In certain situations, control is based on
participation in the majority of an entitys economic risks
and rewards. Investments in certain companies over which the
Company exerts significant influence, but does not control the
financial and operating decisions, are accounted for as equity
method investments. All intercompany accounts and transactions
are eliminated.
Use of
Estimates:
The preparation of financial statements, in conformity with
accounting principles generally accepted in the United States of
America, requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues
and expenses during the reporting period. Actual results could
differ from these estimates.
Translation
of Foreign Currencies:
For all significant foreign operations, the functional currency
is the local currency. Assets and liabilities of these
operations are translated at the exchange rate in effect at each
year-end. Income statement accounts are translated at the
average rate of exchange prevailing during the year. Translation
adjustments arising from the use of differing exchange rates
from period to period are included as a component of other
comprehensive income/(loss) within shareholders equity.
Gains and losses from foreign currency transactions are included
in net income for the period.
Cash
Equivalents:
Cash equivalents are defined as highly liquid investments with
original maturities of 90 days or less.
Inventories:
Inventories are stated at the lower of cost or market. Cost is
determined principally under the average cost method.
Property,
Plant and Equipment:
Land, buildings and equipment are recorded at cost. For
financial reporting purposes, depreciation is provided on the
straight-line method over the estimated useful lives of the
assets, which generally have the following ranges:
buildings40 years or less, machinery and
equipment15 years or less, computer software3
to 7 years, and leasehold improvementsover the life
of the lease, not to exceed 15 years. Accelerated
depreciation methods are generally used for income tax
42
H. J.
Heinz Company and Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
purposes. Expenditures for new facilities and improvements that
substantially extend the capacity or useful life of an asset are
capitalized. Ordinary repairs and maintenance are expensed as
incurred. When property is retired or otherwise disposed, the
cost and related accumulated depreciation are removed from the
accounts and any related gains or losses are included in income.
The Company reviews property, plant and equipment, whenever
circumstances change such that the indicated recorded value of
an asset may not be recoverable or has suffered an
other-than-temporary impairment. Factors that may affect
recoverability include changes in planned use of equipment or
software, and the closing of facilities. The Companys
impairment review is based on an undiscounted cash flow analysis
at the lowest level for which identifiable cash flows exist.
Impairment occurs when the carrying value of the asset exceeds
the future undiscounted cash flows. When an impairment is
indicated, the asset is written down to its fair value.
Goodwill
and Intangibles:
Intangible assets with finite useful lives are amortized on a
straight-line basis over the estimated periods benefited, and
are reviewed when appropriate for possible impairment, similar
to property, plant and equipment. Goodwill and intangible assets
with indefinite useful lives are not amortized. The carrying
values of goodwill and other intangible assets with indefinite
useful lives are tested at least annually for impairment, or
when circumstances indicate that a possible impairment may
exist. The annual impairment tests are performed as of the last
day of the third quarter of each fiscal year. All goodwill is
assigned to reporting units, which are primarily one level below
our operating segments. We perform our impairment tests of
goodwill at the reporting unit level. The Companys measure
of impairment for both goodwill and intangible assets with
indefinite lives is based on a discounted cash flow model that
requires significant judgment and requires assumptions about
future volume trends and revenue and expense growth rates, and
in addition, external factors such as changes in macroeconomic
trends and cost of capital.
Revenue
Recognition:
The Company recognizes revenue when title, ownership and risk of
loss pass to the customer. This generally occurs upon delivery
of the product to the customer. Customers generally do not have
the right to return products unless damaged or defective.
Revenue is recorded, net of sales incentives, and includes
shipping and handling charges billed to customers. Shipping and
handling costs are primarily classified as part of selling,
general and administrative expenses.
Marketing
Costs:
The Company promotes its products with advertising, consumer
incentives and trade promotions. Such programs include, but are
not limited to, discounts, coupons, rebates, in-store display
incentives and volume-based incentives. Advertising costs are
expensed as incurred. Consumer incentive and trade promotion
activities are primarily recorded as a reduction of revenue or
as a component of cost of products sold based on amounts
estimated as being due to customers and consumers at the end of
a period, based principally on historical utilization and
redemption rates. Accruals for trade promotions are initially
recorded at the time of sale of product to the customer based on
an estimate of the expected levels of performance of the trade
promotion, which is dependent upon factors such as historical
trends with similar promotions, expectations regarding customer
participation, and sales and payment trends with similar
previously offered programs. We perform monthly and quarterly
evaluations of our outstanding trade promotions, making
adjustments where appropriate to reflect changes in estimates.
Settlement of these liabilities typically occurs in subsequent
periods primarily through an authorization process for
deductions taken by a customer from amounts otherwise due to the
Company. Expenses associated with coupons, which we refer to as
43
H. J.
Heinz Company and Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
coupon redemption costs, are accrued in the period in which the
coupons are offered. The initial estimates made for each coupon
offering are based upon historical redemption experience rates
for similar products or coupon amounts. We perform monthly and
quarterly evaluations of outstanding coupon accruals that
compare actual redemption rates to the original estimates. For
interim reporting purposes, advertising, consumer incentive and
product placement expenses are charged to operations as a
percentage of volume, based on estimated volume and related
expense for the full year.
Income
Taxes:
Deferred income taxes result primarily from temporary
differences between financial and tax reporting. If it is more
likely than not that some portion or all of a deferred tax asset
will not be realized, a valuation allowance is recognized. When
assessing the need for valuation allowances, the Company
considers future taxable income and ongoing prudent and feasible
tax planning strategies. Should a change in circumstances lead
to a change in judgment about the realizability of deferred tax
assets in future years, the Company would adjust related
valuation allowances in the period that the change in
circumstances occurs, along with a corresponding increase or
charge to income.
The Company has not provided for possible U.S. taxes on the
undistributed earnings of foreign subsidiaries that are
considered to be reinvested indefinitely. Calculation of the
unrecognized deferred tax liability for temporary differences
related to these earnings is not practicable.
Stock-Based
Employee Compensation Plans:
The Company recognizes the cost of all stock-based awards to
employees, including grants of employee stock options, on a
straight-line basis over their respective requisite service
periods (generally equal to an awards vesting period). A
stock-based award is considered vested for expense attribution
purposes when the employees retention of the award is no
longer contingent on providing subsequent service. Accordingly,
the Company recognizes compensation cost immediately for awards
granted to retirement-eligible individuals or over the period
from the grant date to the date retirement eligibility is
achieved, if less than the stated vesting period. The vesting
approach used does not affect the overall amount of compensation
expense recognized, but could accelerate the recognition of
expense. The Company follows its previous vesting approach for
the remaining portion of those outstanding awards that were
unvested and granted prior to May 4, 2006, and accordingly,
will recognize expense from the grant date to the earlier of the
actual date of retirement or the vesting date. Judgment is
required in estimating the amount of stock-based awards expected
to be forfeited prior to vesting. If actual forfeitures differ
significantly from these estimates, stock-based compensation
expense could be materially impacted.
Compensation cost related to all stock-based awards is
determined using the grant date fair value. Determining the fair
value of employee stock options at the grant date requires
judgment in estimating the expected term that the stock options
will be outstanding prior to exercise as well as the volatility
and dividends over the expected term. Compensation cost for
restricted stock units is determined as the fair value of the
Companys stock at the grant date. The Company applies the
modified-prospective transition method for stock options granted
on or prior to, but not vested as of, May 3, 2006.
Compensation cost related to these stock options is determined
using the grant date fair value originally estimated and
disclosed in a pro-forma manner in prior period financial
statements in accordance with the original provisions of
Statement of Financial Accounting Standards (SFAS)
No. 123.
All stock-based compensation expense is recognized as a
component of general and administrative expenses in the
Consolidated Statements of Income.
44
H. J.
Heinz Company and Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Financial
Instruments:
The Companys financial instruments consist primarily of
cash and cash equivalents, receivables, accounts payable,
short-term and long-term debt, swaps, forward contracts, and
option contracts. The carrying values for the Companys
financial instruments approximate fair value. As a policy, the
Company does not engage in speculative or leveraged
transactions, nor does the Company hold or issue financial
instruments for trading purposes.
The Company uses derivative financial instruments for the
purpose of hedging currency, debt and interest rate exposures,
which exist as part of ongoing business operations. The Company
carries derivative instruments on the balance sheet at fair
value, determined using observable market data. Derivatives with
scheduled maturities of less than one year are included in
receivables or accounts payable, based on the instruments
fair value. Derivatives with scheduled maturities beyond one
year are classified between current and long-term based on the
timing of anticipated future cash flows. The current portion of
these instruments is included in receivables or accounts payable
and the long-term portion is presented as a component of other
non-current assets or other liabilities, based on the
instruments fair value.
The accounting for changes in the fair value of a derivative
instrument depends on whether it has been designated and
qualifies as part of a hedging relationship and, if so, the
reason for holding it. Gains and losses on fair value hedges are
recognized in current period earnings in the same line item as
the underlying hedged item. The effective portion of gains and
losses on cash flow hedges are deferred as a component of
accumulated other comprehensive loss and are recognized in
earnings at the time the hedged item affects earnings, in the
same line item as the underlying hedged item. Hedge
ineffectiveness related to cash flow hedges is reported in
current period earnings within other income and expense. The
income statement classification of gains and losses related to
derivative contracts that do not qualify for hedge accounting is
determined based on the underlying intent of the contracts. Cash
flows related to the settlement of derivative instruments
designated as net investment hedges of foreign operations are
classified in the consolidated statements of cash flows within
investing activities. Cash flows related to the termination of
derivative instruments designated as fair value hedges of fixed
rate debt obligations are classified in the consolidated
statements of cash flows within financing activities. All other
cash flows related to derivative instruments are generally
classified in the consolidated statements of cash flows within
operating activities.
|
|
2.
|
Recently
Issued Accounting Standards
|
In September 2006, the Financial Accounting Standards Board
(FASB) issued SFAS No. 157, Fair
Value Measurements, which defines fair value, establishes
a framework for measuring fair value under generally accepted
accounting principles, and expands disclosures about fair value
measurements. This statement applies whenever other accounting
pronouncements require or permit assets or liabilities to be
measured at fair value, but does not expand the use of fair
value to new accounting transactions. SFAS No. 157 is
effective for financial assets and liabilities in fiscal years
beginning after November 15, 2007, and for non-financial
assets and liabilities in fiscal years beginning after
November 15, 2008. The Company adopted
SFAS No. 157 for its financial assets and liabilities
on May 1, 2008. See Note No. 12 for additional
information. The Company will adopt SFAS No. 157 for
its non-financial assets and liabilities that are recognized at
fair value on a non-recurring basis, including goodwill, other
intangible assets, exit liabilities and purchase price
allocations on April 30, 2009 (the first day of Fiscal
2010) and this adoption is not expected to have a material
impact on the Companys financial statements.
On May 1, 2008, the Company adopted the measurement date
provisions of SFAS No. 158, Employers
Accounting for Defined Benefit Pension and Other Postretirement
Plans, an amendment
45
H. J.
Heinz Company and Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
of FASB Statements No. 87, 88, 106, and 132(R). The
measurement date provisions require plan assets and obligations
to be measured as of the date of the year-end financial
statements. The Company previously measured its foreign pension
and other postretirement benefit obligations as of March 31 each
year. The adoption of the measurement date provisions of
SFAS No. 158 did not have a material effect on the
Companys consolidated statement of income or consolidated
balance sheet for the fiscal year ended April 29, 2009.
In December 2007, the FASB issued SFAS No. 141(R),
Business Combinations and SFAS No. 160,
Noncontrolling Interests in Consolidated Financial
StatementsAn Amendment of ARB No. 51. These new
standards will significantly change the accounting for and
reporting of business combination transactions and
noncontrolling (minority) interests in consolidated financial
statements. SFAS Nos. 141(R) and 160 are required to be
adopted simultaneously and are effective for fiscal years
beginning after December 15, 2008, with early adoption
prohibited. SFAS No. 141(R) and its related standards
will impact the accounting for any future business combinations
completed after April 29, 2009. The nature and extent of
the impact will depend upon the terms and conditions of any such
transaction. SFAS No. 160 changes the accounting and
reporting for minority interests, which will be recharacterized
as noncontrolling interests and classified as a component of
shareholders equity. SFAS No. 160 requires
retrospective adoption of the presentation and disclosures for
existing minority interests. All other requirements of
SFAS No. 160 will be applied prospectively.
SFAS No. 160 is not expected to have a material impact
on the Companys financial statements upon adoption. These
standards will be adopted on April 30, 2009, the first day
of Fiscal 2010.
In March 2008, the FASB issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging
Activitiesan amendment of FASB Statement
No. 133. This new standard requires enhanced
disclosures about how and why an entity uses derivative
instruments, how derivative instruments and related hedged items
are accounted for under SFAS No. 133 and its related
interpretations, and how derivative instruments and related
hedged items affect an entitys financial position,
financial performance, and cash flows. As SFAS No. 161
only requires enhanced disclosures, it will have no impact on
the Companys financial position, results of operations, or
cash flows. This statement is effective for financial statements
issued for fiscal years and interim periods beginning after
November 15, 2008. The Company adopted
SFAS No. 161 in the fourth quarter of Fiscal 2009. See
Note No. 13 for additional information.
In June 2008, the FASB issued Financial Statement of Position
(FSP)
EITF 03-6-1,
Determining Whether Instruments Granted in Share-Based
Payment Transactions Are Participating Securities. FSP
EITF 03-6-1
provides that unvested share-based payment awards that contain
non-forfeitable rights to dividends or dividend equivalents
(whether paid or unpaid) are participating securities and shall
be included in the computation of earnings per share pursuant to
the two-class method. FSP
EITF 03-6-1
is effective for fiscal years beginning after December 15,
2008, and interim periods within those years. Upon adoption, a
company is required to retrospectively adjust its earnings per
share data (including any amounts related to interim periods,
summaries of earnings and selected financial data) to conform
with the provisions of FSP
EITF 03-6-1.
The Company has completed its evaluation of the impact of
adopting FSP
EITF 03-6-1
in Fiscal 2010. The adoption will have no impact on net income,
but is expected to result in a $0.02 and $0.01 reduction in both
basic and diluted earnings per share in Fiscal 2008 and 2009,
respectively.
In December 2008, the FASB issued FSP FAS 132(R)-1,
Employers Disclosures about Postretirement Benefit
Plan Assets. This new standard requires enhanced
disclosures about plan assets in an employers defined
benefit pension or other postretirement plan. Companies will be
required to disclose information about how investment allocation
decisions are made, the fair value of each major category of
plan assets, the basis used to determine the overall expected
long-term rate of return on
46
H. J.
Heinz Company and Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
assets assumption, a description of the inputs and valuation
techniques used to develop fair value measurements of plan
assets, and significant concentrations of credit risk. This
statement is effective for fiscal years ending after
December 15, 2009. The Company is currently evaluating the
impact of adopting FSP FAS 132(R) -1 in the fourth quarter
of Fiscal 2010.
|
|
3.
|
Discontinued
Operations
|
In the fourth quarter of Fiscal 2006, the Company completed its
sale of the European seafood and
Tegel®
poultry businesses. The Company recorded a $3.3 million
($5.9 million after-tax) loss from discontinued operations
related to these businesses for the year ended May 2, 2007,
primarily resulting from purchase price adjustments pursuant to
the transaction agreements.
During the second quarter of Fiscal 2009, the Company acquired
Bénédicta, a sauce business in France for
approximately $116 million. During the third quarter of
Fiscal 2009, the Company acquired Golden Circle Limited, a fruit
and juice business in Australia for approximately
$211 million, including the assumption of $68 million
of debt that was immediately refinanced by the Company.
Additionally, the Company acquired La Bonne Cuisine, a
chilled dip business in New Zealand for approximately
$28 million in the third quarter of Fiscal 2009. During the
fourth quarter of Fiscal 2009, the Company acquired Papillon, a
South African producer of chilled products for approximately
$6 million. The Company also made payments during Fiscal
2009 related to acquisitions completed in prior fiscal years,
none of which were significant.
During the first quarter of Fiscal 2008, the Company acquired
the license to the
Cottees®
and
Roses®
premium branded jams, jellies and toppings business in Australia
and New Zealand for approximately $58 million. During the
second quarter of Fiscal 2008, the Company acquired the
remaining interest in its Shanghai LongFong Foods business for
approximately $18 million in cash as well as deferred
consideration which is scheduled to be paid in Fiscal 2010. The
final consideration amount will be determined based on the
financial performance of the business. During the fourth quarter
of Fiscal 2008, the Company acquired the
Wyko®
sauce business in the Netherlands for approximately
$66 million. The Company also made payments during Fiscal
2008 related to acquisitions completed in prior fiscal years,
none of which were significant.
During Fiscal 2007, the Company acquired Renées
Gourmet Foods, a Canadian manufacturer of premium chilled salad
dressings, sauces, dips, marinades and mayonnaise, for
approximately $68 million. In addition, during Fiscal 2007,
the Company acquired the remaining interest in its Petrosoyuz
joint venture for approximately $15 million. The Company
also made payments during Fiscal 2007 related to acquisitions
completed in prior fiscal years, none of which were significant.
All of the above-mentioned acquisitions have been accounted for
as purchases and, accordingly, the respective purchase prices
have been allocated to the respective assets and liabilities
based upon their estimated fair values as of the acquisition
date. Operating results of the businesses acquired have been
included in the consolidated statements of income from the
respective acquisition dates forward. Pro forma results of the
Company, assuming all of the acquisitions had occurred at the
beginning of each period presented, would not be materially
different from the results reported. There are no significant
contingent payments, options or commitments associated with any
of the acquisitions, except as disclosed above.
47
H. J.
Heinz Company and Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
|
|
5.
|
Goodwill
and Other Intangible Assets
|
Changes in the carrying amount of goodwill for the fiscal year
ended April 29, 2009, by reportable segment, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American
|
|
|
|
|
|
|
|
|
|
|
|
Rest
|
|
|
|
|
|
|
Consumer
|
|
|
|
|
|
Asia/
|
|
|
U.S.
|
|
|
of
|
|
|
|
|
|
|
Products
|
|
|
Europe
|
|
|
Pacific
|
|
|
Foodservice
|
|
|
World
|
|
|
Total
|
|
|
|
(Thousands of dollars)
|
|
|
Balance at April 30, 2008
|
|
$
|
1,096,288
|
|
|
$
|
1,340,928
|
|
|
$
|
282,419
|
|
|
$
|
262,823
|
|
|
$
|
15,004
|
|
|
$
|
2,997,462
|
|
Acquisitions
|
|
|
|
|
|
|
36,983
|
|
|
|
18,238
|
|
|
|
|
|
|
|
394
|
|
|
|
55,615
|
|
Purchase accounting adjustments
|
|
|
|
|
|
|
(868
|
)
|
|
|
(1,574
|
)
|
|
|
|
|
|
|
|
|
|
|
(2,442
|
)
|
Disposals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,300
|
)
|
|
|
|
|
|
|
(2,300
|
)
|
Translation adjustments
|
|
|
(21,447
|
)
|
|
|
(286,045
|
)
|
|
|
(50,861
|
)
|
|
|
|
|
|
|
(2,194
|
)
|
|
|
(360,547
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at April 29, 2009
|
|
$
|
1,074,841
|
|
|
$
|
1,090,998
|
|
|
$
|
248,222
|
|
|
$
|
260,523
|
|
|
$
|
13,204
|
|
|
$
|
2,687,788
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company finalized the purchase price allocations for the
Wyko acquisition during the second quarter of Fiscal 2009 and
the Bénédicta and La Bonne Cuisine acquisitions
during the fourth quarter of Fiscal 2009 resulting in
adjustments between goodwill, trademarks, other intangible
assets and deferred taxes. The Company also recorded a
preliminary purchase price allocation related to the Golden
Circle acquisition, which is expected to be finalized upon
completion of valuation procedures.
Trademarks and other intangible assets at April 29, 2009
and April 30, 2008, subject to amortization expense, are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 29, 2009
|
|
|
April 30, 2008
|
|
|
|
Gross
|
|
|
Accum Amort
|
|
|
Net
|
|
|
Gross
|
|
|
Accum Amort
|
|
|
Net
|
|
|
|
(Thousands of dollars)
|
|
|
Trademarks
|
|
$
|
272,710
|
|
|
$
|
(71,138
|
)
|
|
$
|
201,572
|
|
|
$
|
200,966
|
|
|
$
|
(69,104
|
)
|
|
$
|
131,862
|
|
Licenses
|
|
|
208,186
|
|
|
|
(146,789
|
)
|
|
|
61,397
|
|
|
|
208,186
|
|
|
|
(141,070
|
)
|
|
|
67,116
|
|
Recipes/processes
|
|
|
72,988
|
|
|
|
(22,231
|
)
|
|
|
50,757
|
|
|
|
71,495
|
|
|
|
(19,306
|
)
|
|
|
52,189
|
|
Customer related assets
|
|
|
179,657
|
|
|
|
(38,702
|
)
|
|
|
140,955
|
|
|
|
183,204
|
|
|
|
(31,418
|
)
|
|
|
151,786
|
|
Other
|
|
|
68,128
|
|
|
|
(55,091
|
)
|
|
|
13,037
|
|
|
|
73,848
|
|
|
|
(59,639
|
)
|
|
|
14,209
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
801,669
|
|
|
$
|
(333,951
|
)
|
|
$
|
467,718
|
|
|
$
|
737,699
|
|
|
$
|
(320,537
|
)
|
|
$
|
417,162
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization expense for trademarks and other intangible assets
was $30.3 million, $27.7 million and
$25.7 million for the fiscal years ended April 29,
2009, April 30, 2008 and May 2, 2007, respectively.
The finalization of the purchase price allocation for the HP
Foods acquisition resulted in a $5.3 million adjustment to
amortization expense during the second quarter of Fiscal 2007.
Based upon the amortizable intangible assets recorded on the
balance sheet as of April 29, 2009, amortization expense
for each of the next five fiscal years is estimated to be
approximately $30 million.
Intangible assets not subject to amortization at April 29,
2009 totaled $827.4 million and consisted of
$688.2 million of trademarks, $111.6 million of
recipes/processes, and $27.6 million of licenses.
Intangible assets not subject to amortization at April 30,
2008 totaled $996.9 million and
48
H. J.
Heinz Company and Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
consisted of $825.2 million of trademarks,
$135.3 million of recipes/processes, and $36.4 million
of licenses.
The following table summarizes the provision/(benefit) for
U.S. federal, state and foreign taxes on income from
continuing operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(Dollars in thousands)
|
|
|
Current:
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. federal
|
|
$
|
72,336
|
|
|
$
|
80,638
|
|
|
$
|
89,020
|
|
State
|
|
|
1,699
|
|
|
|
15,323
|
|
|
|
9,878
|
|
Foreign
|
|
|
190,143
|
|
|
|
258,365
|
|
|
|
181,655
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
264,178
|
|
|
|
354,326
|
|
|
|
280,553
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. federal
|
|
|
74,554
|
|
|
|
14,975
|
|
|
|
104,113
|
|
State
|
|
|
8,383
|
|
|
|
2,381
|
|
|
|
5,444
|
|
Foreign
|
|
|
26,013
|
|
|
|
1,187
|
|
|
|
(57,313
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
108,950
|
|
|
|
18,543
|
|
|
|
52,244
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
$
|
373,128
|
|
|
$
|
372,869
|
|
|
$
|
332,797
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax benefits related to stock options and other equity
instruments recorded directly to additional capital totaled
$17.6 million in Fiscal 2009, $6.2 million in Fiscal
2008 and $15.5 million in Fiscal 2007.
The components of income from continuing operations before
income taxes consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(Dollars in thousands)
|
|
|
Domestic
|
|
$
|
527,680
|
|
|
$
|
268,450
|
|
|
$
|
293,580
|
|
Foreign
|
|
|
768,520
|
|
|
|
949,344
|
|
|
|
830,819
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From continuing operations
|
|
$
|
1,296,200
|
|
|
$
|
1,217,794
|
|
|
$
|
1,124,399
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49
H. J.
Heinz Company and Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
The differences between the U.S. federal statutory tax rate
and the Companys consolidated effective tax rate on
continuing operations are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
U.S. federal statutory tax rate
|
|
|
35.0
|
%
|
|
|
35.0
|
%
|
|
|
35.0
|
%
|
Tax on income of foreign subsidiaries
|
|
|
(3.2
|
)
|
|
|
(4.5
|
)
|
|
|
(5.4
|
)
|
State income taxes (net of federal benefit)
|
|
|
0.7
|
|
|
|
0.7
|
|
|
|
1.0
|
|
Earnings repatriation
|
|
|
0.4
|
|
|
|
3.3
|
|
|
|
9.6
|
|
Reduction of tax reserves for statute of limitations expiration
|
|
|
(0.7
|
)
|
|
|
(0.1
|
)
|
|
|
(5.9
|
)
|
Tax rate difference on intercompany loans
|
|
|
(2.1
|
)
|
|
|
(1.0
|
)
|
|
|
(0.8
|
)
|
Effects of revaluation of tax basis of foreign assets
|
|
|
(0.7
|
)
|
|
|
(2.4
|
)
|
|
|
(4.6
|
)
|
Other
|
|
|
(0.6
|
)
|
|
|
(0.4
|
)
|
|
|
0.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective tax rate
|
|
|
28.8
|
%
|
|
|
30.6
|
%
|
|
|
29.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The decrease in the effective tax rate in Fiscal 2009 is
primarily the result of reduced repatriation costs partially
offset by decreased benefits from the revaluation of tax basis
of foreign assets. The increase in the effective tax rate in
Fiscal 2008 is primarily the result of benefits recognized in
Fiscal 2007 for reversal of a foreign tax reserve, tax planning
completed in a foreign jurisdiction, and research and
development (R&D) tax credits. Those Fiscal
2007 benefits were partially offset by lower repatriation costs
and increased benefits from tax audit settlements occurring
during Fiscal 2008, along with changes in valuation allowances
for foreign losses. The effective tax rate in Fiscal 2007
benefited from tax planning in a foreign jurisdiction and a
reduction in foreign tax reserves, partially offset by increased
costs of repatriation.
The following table and note summarize deferred tax (assets) and
deferred tax liabilities as of April 29, 2009 and
April 30, 2008.
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(Dollars in thousands)
|
|
|
Depreciation/amortization
|
|
$
|
643,538
|
|
|
$
|
689,112
|
|
Benefit plans
|
|
|
1,854
|
|
|
|
33,719
|
|
Deferred income
|
|
|
84,939
|
|
|
|
30,145
|
|
Other
|
|
|
90,640
|
|
|
|
56,160
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities
|
|
|
820,971
|
|
|
|
809,136
|
|
|
|
|
|
|
|
|
|
|
Operating loss carryforwards
|
|
|
(87,923
|
)
|
|
|
(40,852
|
)
|
Benefit plans
|
|
|
(295,254
|
)
|
|
|
(248,808
|
)
|
Depreciation/amortization
|
|
|
(53,461
|
)
|
|
|
(69,909
|
)
|
Tax credit carryforwards
|
|
|
(34,721
|
)
|
|
|
(12,998
|
)
|
Deferred income
|
|
|
(44,308
|
)
|
|
|
(39,942
|
)
|
Other
|
|
|
(91,851
|
)
|
|
|
(96,618
|
)
|
|
|
|
|
|
|
|
|
|
Deferred tax assets
|
|
|
(607,518
|
)
|
|
|
(509,127
|
)
|
|
|
|
|
|
|
|
|
|
Valuation allowance
|
|
|
59,072
|
|
|
|
52,008
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax liabilities
|
|
$
|
272,525
|
|
|
$
|
352,017
|
|
|
|
|
|
|
|
|
|
|
50
H. J.
Heinz Company and Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
The Company also has foreign deferred tax assets and valuation
allowances of $107.2 million, each related to statutory
increases in the capital tax bases of certain internally
generated intangible assets for which the probability of
realization is remote.
The Company records valuation allowances to reduce deferred tax
assets to the amount that is more likely than not to be
realized. When assessing the need for valuation allowances, the
Company considers future taxable income and ongoing prudent and
feasible tax planning strategies. Should a change in
circumstances lead to a change in judgment about the
realizability of deferred tax assets in future years, the
Company would adjust related valuation allowances in the period
that the change in circumstances occurs, along with a
corresponding increase or charge to income.
The resolution of tax reserves and changes in valuation
allowances could be material to the Companys results of
operations for any period, but is not expected to be material to
the Companys financial position.
The net change in the Fiscal 2009 valuation allowance shown
above is an increase of $7.1 million. The increase was
primarily due to the recording of additional valuation allowance
for foreign loss carryforwards and state deferred tax assets
that are not expected to be utilized prior to their expiration
date. The net change in the Fiscal 2008 valuation allowance was
an increase of $7.0 million. The increase was primarily due
to the recording of additional valuation allowance for state
deferred tax assets that were not expected to be utilized prior
to their expiration date. The net change in the Fiscal 2007
valuation allowance was an increase of $14.0 million. The
increase was primarily due to the recording of additional
valuation allowance for state and foreign loss carryforwards
that were not expected to be utilized prior to their expiration
date.
At the end of Fiscal 2009, foreign operating loss carryforwards
totaled $285.8 million. Of that amount, $145.7 million
expire between 2010 and 2019; the other $140.1 million do
not expire. Deferred tax assets of $31.3 million have been
recorded for foreign tax credit carryforwards. These credit
carryforwards expire between 2015 and 2019. Deferred tax assets
of $9.9 million have been recorded for state operating loss
carryforwards. These losses expire between 2010 and 2029.
The Company adopted FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes
(FIN 48) on May 3, 2007. As a result of
adoption, the Company recognized a $9.3 million decrease to
retained earnings and a $1.7 million decrease to additional
capital from the cumulative effect of adoption.
Changes in the total amount of gross unrecognized tax benefits
are as follows:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(Dollars in millions)
|
|
|
Balance at the beginning of the fiscal year
|
|
$
|
129.1
|
|
|
$
|
183.7
|
|
Increases for tax positions of prior years
|
|
|
11.3
|
|
|
|
10.6
|
|
Decreases for tax positions of prior years
|
|
|
(59.5
|
)
|
|
|
(31.0
|
)
|
Increases based on tax positions related to the current year
|
|
|
15.0
|
|
|
|
9.9
|
|
Decreases due to settlements with taxing authorities
|
|
|
(0.8
|
)
|
|
|
(41.0
|
)
|
Decreases due to lapse of statute of limitations
|
|
|
(8.5
|
)
|
|
|
(3.1
|
)
|
|
|
|
|
|
|
|
|
|
Balance at the end of the fiscal year
|
|
$
|
86.6
|
|
|
$
|
129.1
|
|
|
|
|
|
|
|
|
|
|
The amount of unrecognized tax benefits that, if recognized,
would impact the effective tax rate was $51.9 million and
$55.7 million, on April 29, 2009 and April 30,
2008, respectively.
51
H. J.
Heinz Company and Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
The Company classifies interest and penalties on tax
uncertainties as a component of the provision for income taxes.
For Fiscal 2009, the total amount of gross interest and penalty
expense included in the provision for income taxes was
$2.8 million and $0.4 million, respectively. For
Fiscal 2008, the total amount of gross interest and penalty
expense included in the provision for income taxes was
$10.7 million and $0.6 million, respectively. The
total amount of interest and penalties accrued as of
April 29, 2009 was $22.5 million and
$2.2 million, respectively. The corresponding amounts of
accrued interest and penalties at April 30, 2008 were
$57.2 million and $2.8 million, respectively.
It is reasonably possible that the amount of unrecognized tax
benefits will decrease by as much as $39.3 million in the
next 12 months primarily due to the progression of federal,
state, and foreign audits in process. During the fourth quarter
of Fiscal 2009, the Company completed its analysis of the
realizability of the Golden Circle Limited tax losses and
determined that it is more likely than not that Golden Circle
will be able to sustain all of the losses. This resulted in the
reversal of the $15.4 million unrecognized tax benefits
recorded during the third quarter of Fiscal 2009, which was
offset to goodwill on the opening balance sheet. During the
second quarter of Fiscal 2009, the Company effectively settled
its appeal, filed October 15, 2007, of a U.S. Court of
Federal Claims decision regarding a refund claim resulting from
a Fiscal 1995 transaction. The effective settlement resulted in
a $42.7 million decrease in the amount of unrecognized tax
benefits, $8.5 million of which was recorded as a credit to
additional capital during the second quarter and was received as
a refund of tax during the fourth quarter. The effective
settlement resulted in a Fiscal 2009 tax benefit of
$5.2 million representing interest income on the refund of
tax.
The provision for income taxes consists of provisions for
federal, state and foreign income taxes. The Company operates in
an international environment with significant operations in
various locations outside the U.S. Accordingly, the
consolidated income tax rate is a composite rate reflecting the
earnings in various locations and the applicable tax rates. In
the normal course of business the Company is subject to
examination by taxing authorities throughout the world,
including such major jurisdictions as Canada, Italy, the United
Kingdom and the United States. The Company has substantially
concluded all Italian and U.S. federal income tax matters
for years through Fiscal 2005 and all income tax matters for
years through Fiscal 2006 in the United Kingdom and Fiscal 2004
in Canada.
Undistributed earnings of foreign subsidiaries considered to be
indefinitely reinvested amounted to $3.3 billion at
April 29, 2009.
During the first quarter of Fiscal 2007, a foreign subsidiary of
the Company revalued certain of its assets, under local law,
increasing the local tax basis by approximately
$245 million. As a result of this revaluation, the Company
incurred a foreign tax liability of approximately
$30 million related to this revaluation which was paid
during the third quarter of Fiscal 2007. This revaluation is
expected to benefit cash flow from operations by approximately
$90 million over the five to twenty year tax amortization
period.
Short-term debt consisted of bank debt and other borrowings of
$61.3 million and $124.3 million as of April 29,
2009 and April 30, 2008, respectively. The weighted average
interest rate was 6.7% and 6.9% for Fiscal 2009 and Fiscal 2008,
respectively.
In April 2009, the Company and H. J. Heinz Finance Company
(HFC) replaced their existing $2.0 billion
credit agreement with $1.8 billion of credit agreements,
consisting of a $1.2 billion Three-Year Credit Agreement
which expires in April 2012 and a $600 million
364-Day
Credit Agreement.
52
H. J.
Heinz Company and Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
These agreements support the Companys commercial paper
borrowings and $204.3 million of Australian denominated
borrowings. As a result, the commercial paper and Australian
denominated borrowings are classified as long-term debt based
upon the Companys intent and ability to refinance these
borrowings on a long-term basis. In connection with the credit
agreements, the Company is required to pay commitment fees of
approximately $8 million in Fiscal 2010 which will be
reported as interest expense in the consolidated statements of
income. The new credit agreements include a leverage ratio
covenant in addition to customary covenants that are
substantially similar to those in the former credit agreement.
The Company was in compliance with all of its covenants as of
April 29, 2009. In addition, the Company has
$542.5 million of foreign lines of credit available at
April 29, 2009.
Long-term debt was comprised of the following as of
April 29, 2009 and April 30, 2008:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(Dollars in thousands)
|
|
|
Commercial Paper (variable rate)
|
|
$
|
639,958
|
|
|
$
|
1,223,367
|
|
6.226% Heinz Finance Preferred Stock due July 2008
|
|
|
|
|
|
|
325,000
|
|
8.0% Heinz Finance Preferred Stock due July 2013
|
|
|
350,000
|
|
|
|
|
|
5.35% U.S. Dollar Notes due July 2013
|
|
|
499,853
|
|
|
|
|
|
6.625% U.S. Dollar Notes due July 2011
|
|
|
749,773
|
|
|
|
749,668
|
|
6.00% U.S. Dollar Notes due March 2012
|
|
|
598,744
|
|
|
|
598,301
|
|
U.S. Dollar Remarketable Securities due December 2020
|
|
|
800,000
|
|
|
|
800,000
|
|
6.375% U.S. Dollar Debentures due July 2028
|
|
|
230,360
|
|
|
|
230,101
|
|
6.25% British Pound Notes due February 2030
|
|
|
183,440
|
|
|
|
246,386
|
|
6.75% U.S. Dollar Notes due March 2032
|
|
|
440,867
|
|
|
|
449,855
|
|
Australian Dollar Credit Agreement (variable rate)
|
|
|
204,287
|
|
|
|
|
|
Canadian Dollar Credit Agreement due October 2010 (variable rate)
|
|
|
39,917
|
|
|
|
144,669
|
|
Other U.S. Dollar due May 2008November 2034
(2.997.99)%
|
|
|
55,609
|
|
|
|
56,136
|
|
Other
Non-U.S.
Dollar due May 2008March 2022
(7.0012.00)%
|
|
|
36,244
|
|
|
|
37,360
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,829,052
|
|
|
|
4,860,843
|
|
SFAS No. 133 Hedge Accounting Adjustments (See
Note 13)
|
|
|
251,475
|
|
|
|
198,521
|
|
Less portion due within one year
|
|
|
(4,341
|
)
|
|
|
(328,418
|
)
|
|
|
|
|
|
|
|
|
|
Total long-term debt
|
|
$
|
5,076,186
|
|
|
$
|
4,730,946
|
|
|
|
|
|
|
|
|
|
|
Weighted-average interest rate on long-term debt, including the
impact of applicable interest rate swaps
|
|
|
5.31
|
%
|
|
|
5.90
|
%
|
|
|
|
|
|
|
|
|
|
On July 15, 2008, the Company completed the sale of
$500 million 5.35% Notes due 2013. Also on the same
day the Companys HFC subsidiary completed the sale of
$350 million or 3,500 shares of its Series B
Preferred Stock. The proceeds from both transactions were used
for general corporate purposes, including the repayment of
commercial paper and other indebtedness incurred to redeem
HFCs Series A Preferred Stock.
HFCs 3,500 mandatorily redeemable preferred shares are
classified as long-term debt. Each share of preferred stock is
entitled to annual cash dividends at a rate of 8% or $8,000 per
share. On
53
H. J.
Heinz Company and Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
July 15, 2013, each share will be redeemed for $100,000 in
cash for a total redemption price of $350 million.
During Fiscal 2008, the Company paid off $300 million of
notes which matured on March 15, 2008 and repurchased
$34.5 million of its 6.0% notes due 2012 and
effectively terminated the corresponding interest rate swaps.
The aggregate fair value of the debt obligations, based on
market quotes, approximated the recorded value as of
April 29, 2009 and April 30, 2008. Annual maturities
of long-term debt during the next five fiscal years are
$4.3 million in 2010, $58.6 million in 2011,
$2,235.9 million in 2012 (includes the commercial paper and
Australian Dollar credit agreement in the table above),
$1.7 million in 2013 and $851.0 million in 2014.
As of April 29, 2009, the Company had $800 million of
remarketable securities due December 2020. On December 1,
2008, the Company was contractually required to remarket
$800 million in dealer securities. At the time of the
contractually required remarketing and for the majority of the
fourth calendar quarter of 2008, the global capital markets were
characterized by extreme volatility and illiquidity. These
market conditions resulted in the Company having to reset the
coupon on the remarketable securities at higher than anticipated
levels. The total coupon of 15.59% represented an 11.5% yield to
investors and 4.09% for the cost of the three-year remarketing
option. The next remarketing is scheduled for December 1,
2011. If the securities are not remarketed, then the Company is
required to repurchase all of the securities at 100% of the
principal amount plus accrued interest. If the Company purchases
or otherwise acquires the securities from the holders, the
Company is required to pay to the holder of the remarketing
option the option settlement amount. As of December 1,
2008, the date of the most recent remarketing, the fair value of
the dealers option to remarket the securities every three
years through 2020 was estimated to be approximately
$150 million. This value fluctuates based on market
conditions.
Subsequent to fiscal year end, the Company entered into a
three-year $175 million accounts receivable securitization
program.
|
|
8.
|
Supplemental
Cash Flows Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(Dollars in thousands)
|
|
|
Cash Paid During the Year For:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
310,047
|
|
|
$
|
360,698
|
|
|
$
|
268,781
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes
|
|
$
|
203,298
|
|
|
$
|
261,283
|
|
|
$
|
283,431
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Details of Acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of assets
|
|
$
|
478,440
|
|
|
$
|
165,093
|
|
|
$
|
108,438
|
|
Liabilities*
|
|
|
181,093
|
|
|
|
13,489
|
|
|
|
19,442
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid
|
|
|
297,347
|
|
|
|
151,604
|
|
|
|
88,996
|
|
Less cash acquired
|
|
|
3,449
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash paid for acquisitions
|
|
$
|
293,898
|
|
|
$
|
151,604
|
|
|
$
|
88,996
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Includes obligations to sellers of $11.5 million and
$2.0 million in 2008 and 2007, respectively. |
A capital lease obligation of $51.0 million was incurred
when the Company entered into a lease for equipment during the
first quarter of Fiscal 2007. This equipment was previously
under an
54
H. J.
Heinz Company and Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
operating lease. This non-cash transaction has been excluded
from the consolidated statement of cash flows for the year ended
May 2, 2007.
|
|
9.
|
Employees
Stock Incentive Plans and Management Incentive Plans
|
As of April 29, 2009, the Company had outstanding stock
option awards, restricted stock units and restricted stock
awards issued pursuant to various shareholder-approved plans and
a shareholder-authorized employee stock purchase plan. The
compensation cost related to these plans recognized in general
and administrative expenses, and the related tax benefit was
$37.9 million and $12.8 million for the fiscal year
ended April 29, 2009, $31.7 million and
$11.1 million for the fiscal year ended April 30,
2008, and $32.0 million and $11.1 million for the
fiscal year ended May 2, 2007, respectively.
The Company has two plans from which it can issue equity based
awards, the Fiscal Year 2003 Stock Incentive Plan (the
2003 Plan), which was approved by shareholders on
September 12, 2002, and the 2000 Stock Option Plan (the
2000 Plan), which was approved by shareholders on
September 12, 2000. The Companys primary means for
issuing equity-based awards is the 2003 Plan. Pursuant to the
2003 Plan, the Management Development & Compensation
Committee is authorized to grant a maximum of 9.4 million
shares for issuance as restricted stock units or restricted
stock. Any available shares may be issued as stock options. The
maximum number of shares that may be granted under this plan is
18.9 million shares. Shares issued under these plans are
sourced from available treasury shares.
Stock
Options:
Stock options generally vest over a period of one to four years
after the date of grant. Awards granted between Fiscal 2004 and
Fiscal 2006 generally had a maximum term of ten years. Beginning
in Fiscal 2006, awards have a maximum term of seven years.
In accordance with their respective plans, stock option awards
are forfeited if a holder voluntarily terminates employment
prior to the vesting date. The Company estimates forfeitures
based on an analysis of historical trends updated as discrete
new information becomes available and will be re-evaluated on an
annual basis. Compensation cost in any period is at least equal
to the grant-date fair value of the vested portion of an award
on that date.
The Company presents all benefits of tax deductions resulting
from the exercise of stock-based compensation as operating cash
flows in the consolidated statements of cash flows, except the
benefit of tax deductions in excess of the compensation cost
recognized for those options (excess tax benefits)
which are classified as financing cash flows. For the fiscal
year ended April 29, 2009, $9.5 million of cash tax
benefits was reported as an operating cash inflow and
$4.8 million of excess tax benefits as a financing cash
inflow. For the fiscal year ended April 30, 2008,
$2.7 million of cash tax benefits was reported as an
operating cash inflow and $1.7 million of excess tax
benefits as a financing cash inflow. For the fiscal year ended
May 2, 2007, $10.4 million of cash tax benefits was
reported as an operating cash inflow and $4.6 million of
excess tax benefits as a financing cash inflow.
As of April 29, 2009, 28,081 shares remained available
for issuance under the 2000 Plan. During the fiscal year ended
April 29, 2009, 9,673 shares were forfeited and
returned to the plan. During the fiscal year ended
April 29, 2009, 11,586 shares were issued from the
2000 Plan.
55
H. J.
Heinz Company and Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
A summary of the Companys 2003 Plan at April 29, 2009
is as follows:
|
|
|
|
|
|
|
2003 Plan
|
|
|
|
(Amounts in
|
|
|
|
thousands)
|
|
|
Number of shares authorized
|
|
|
18,869
|
|
Number of stock option shares granted
|
|
|
(4,887
|
)
|
Number of stock option shares cancelled/forfeited and returned
to the plan
|
|
|
179
|
|
Number of restricted stock units and restricted stock issued
|
|
|
(3,755
|
)
|
|
|
|
|
|
Shares available for grant as stock options
|
|
|
10,406
|
|
|
|
|
|
|
During Fiscal 2009, the Company granted 1,551,289 option awards
to employees sourced from the 2000 and 2003 Plans. The weighted
average fair value per share of the options granted during the
fiscal years ended April 29, 2009, April 30, 2008 and
May 2, 2007 as computed using the Black-Scholes pricing
model was $5.75, $6.25, and $6.69, respectively. The weighted
average assumptions used to estimate these fair values are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
April 29,
|
|
|
April 30,
|
|
|
May 2,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Dividend yield
|
|
|
3.3
|
%
|
|
|
3.3
|
%
|
|
|
3.3
|
%
|
Expected volatility
|
|
|
14.9
|
%
|
|
|
15.8
|
%
|
|
|
17.9
|
%
|
Expected term (years)
|
|
|
5.5
|
|
|
|
5.0
|
|
|
|
5.0
|
|
Risk-free interest rate
|
|
|
3.1
|
%
|
|
|
4.3
|
%
|
|
|
4.7
|
%
|
The dividend yield assumption is based on the current fiscal
year dividend payouts. The expected volatility of the
Companys common stock at the date of grant is estimated
based on a historic daily volatility rate over a period equal to
the average life of an option. The weighted average expected
life of options is based on consideration of historical exercise
patterns adjusted for changes in the contractual term and
exercise periods of current awards. The risk-free interest rate
is based on the U.S. Treasury (constant maturity) rate in
effect at the date of grant for periods corresponding with the
expected term of the options.
56
H. J.
Heinz Company and Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
A summary of the Companys stock option activity and
related information is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
Number of
|
|
|
Exercise Price
|
|
|
Aggregate
|
|
|
|
Options
|
|
|
(per share)
|
|
|
Intrinsic Value
|
|
|
|
(Amounts in thousands, except per share data)
|
|
|
Options outstanding at May 3, 2006
|
|
|
31,515
|
|
|
$
|
39.33
|
|
|
$
|
1,239,426
|
|
Options granted
|
|
|
895
|
|
|
|
41.92
|
|
|
|
37,515
|
|
Options exercised
|
|
|
(7,266
|
)
|
|
|
35.77
|
|
|
|
(259,860
|
)
|
Options cancelled/forfeited and returned to the plan
|
|
|
(347
|
)
|
|
|
44.60
|
|
|
|
(15,481
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at May 2, 2007
|
|
|
24,797
|
|
|
|
40.39
|
|
|
|
1,001,600
|
|
Options granted
|
|
|
1,352
|
|
|
|
45.54
|
|
|
|
61,579
|
|
Options exercised
|
|
|
(2,116
|
)
|
|
|
37.31
|
|
|
|
(78,960
|
)
|
Options cancelled/forfeited and returned to the plan
|
|
|
(1,899
|
)
|
|
|
51.32
|
|
|
|
(97,461
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at April 30, 2008
|
|
|
22,134
|
|
|
|
40.06
|
|
|
|
886,758
|
|
Options granted
|
|
|
1,551
|
|
|
|
50.91
|
|
|
|
78,978
|
|
Options exercised
|
|
|
(6,684
|
)
|
|
|
42.35
|
|
|
|
(283,064
|
)
|
Options cancelled/forfeited and returned to the plan
|
|
|
(2,901
|
)
|
|
|
47.77
|
|
|
|
(138,601
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at April 29, 2009
|
|
|
14,100
|
|
|
$
|
38.59
|
|
|
$
|
544,071
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options vested and exercisable at May 2, 2007
|
|
|
21,309
|
|
|
$
|
40.88
|
|
|
$
|
871,095
|
|
Options vested and exercisable at April 30, 2008
|
|
|
19,249
|
|
|
$
|
39.77
|
|
|
$
|
765,552
|
|
Options vested and exercisable at April 29, 2009
|
|
|
10,933
|
|
|
$
|
36.18
|
|
|
$
|
395,558
|
|
The following summarizes information about shares under option
in the respective exercise price ranges at April 29, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding
|
|
|
Options Exercisable
|
|
|
|
|
|
|
Weighted-
|
|
|
Weighted-
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Average
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
Remaining
|
|
|
Remaining
|
|
|
|
|
|
Remaining
|
|
|
Weighted-
|
|
Range of Exercise
|
|
Number
|
|
|
Life
|
|
|
Exercise Price
|
|
|
Number
|
|
|
Life
|
|
|
Average
|
|
Price Per Share
|
|
Outstanding
|
|
|
(Years)
|
|
|
Per Share
|
|
|
Exercisable
|
|
|
(Years)
|
|
|
Exercise Price
|
|
|
|
|
|
|
|
|
|
(Options in thousands)
|
|
|
|
|
|
|
|
|
$29.18-$35.38
|
|
|
5,445
|
|
|
|
3.1
|
|
|
$
|
33.33
|
|
|
|
5,421
|
|
|
|
3.1
|
|
|
$
|
33.33
|
|
$35.39-$44.77
|
|
|
5,827
|
|
|
|
3.2
|
|
|
|
38.64
|
|
|
|
5,093
|
|
|
|
3.1
|
|
|
|
38.44
|
|
$44.78-$51.25
|
|
|
2,828
|
|
|
|
5.8
|
|
|
|
48.60
|
|
|
|
419
|
|
|
|
5.3
|
|
|
|
45.54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,100
|
|
|
|
3.7
|
|
|
$
|
38.59
|
|
|
|
10,933
|
|
|
|
3.2
|
|
|
$
|
36.18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company received proceeds of $264.9 million,
$78.6 million, and $259.8 million from the exercise of
stock options during the fiscal years ended April 29, 2009,
April 30, 2008 and May 2, 2007, respectively. The tax
benefit recognized as a result of stock option exercises was
$14.3 million, $4.4 million and $15.2 million for
the fiscal years ended April 29, 2009, April 30, 2008
and May 2, 2007, respectively.
57
H. J.
Heinz Company and Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
A summary of the status of the Companys unvested stock
options is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
Grant Date
|
|
|
|
Number of
|
|
|
Fair Value
|
|
|
|
Options
|
|
|
(per share)
|
|
|
|
(Amounts in thousands, except per share data)
|
|
|
Unvested options at April 30, 2008
|
|
|
2,885
|
|
|
$
|
7.07
|
|
Options granted
|
|
|
1,551
|
|
|
|
5.75
|
|
Options vested
|
|
|
(1,269
|
)
|
|
|
7.27
|
|
|
|
|
|
|
|
|
|
|
Unvested options at April 29, 2009
|
|
|
3,167
|
|
|
$
|
6.10
|
|
|
|
|
|
|
|
|
|
|
Unrecognized compensation cost related to unvested option awards
under the 2000 and 2003 Plans totaled $7.6 million and
$8.5 million as of April 29, 2009 and April 30,
2008, respectively. This cost is expected to be recognized over
a weighted average period of 1.8 years.
Restricted
Stock Units and Restricted Shares:
The 2003 Plan authorizes up to 9.4 million shares for
issuance as restricted stock units (RSUs) or
restricted stock with vesting periods from the first to the
fifth anniversary of the grant date as set forth in the award
agreements. Upon vesting, the RSUs are converted into shares of
the Companys stock on a one-for-one basis and issued to
employees, subject to any deferral elections made by a recipient
or required by the plan. Restricted stock is reserved in the
recipients name at the grant date and issued upon vesting.
The Company is entitled to an income tax deduction in an amount
equal to the taxable income reported by the holder upon vesting
of the award. RSUs generally vest over a period of one to four
years after the date of grant.
Total compensation expense relating to RSUs and restricted stock
was $26.6 million, $21.1 million and
$18.7 million for the fiscal years ended April 29,
2009, April 30, 2008 and May 2, 2007, respectively.
Unrecognized compensation cost in connection with RSU and
restricted stock grants totaled $31.8 million,
$35.7 million and $28.4 million at April 29,
2009, April 30, 2008 and May 2, 2007, respectively.
The cost is expected to be recognized over a weighted-average
period of 1.7 years.
A summary of the Companys RSU and restricted stock awards
at April 29, 2009 is as follows:
|
|
|
|
|
|
|
2003 Plan
|
|
|
|
(Amounts in thousands)
|
|
|
Number of shares authorized
|
|
|
9,440
|
|
Number of shares reserved for issuance
|
|
|
(4,649
|
)
|
Number of shares forfeited and returned to the plan
|
|
|
894
|
|
|
|
|
|
|
Shares available for grant
|
|
|
5,685
|
|
|
|
|
|
|
58
H. J.
Heinz Company and Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
A summary of the activity of unvested RSU and restricted stock
awards and related information is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
Average
|
|
|
|
|
Grant Date
|
|
|
|
|
Fair Value
|
|
|
Number of Units
|
|
(Per Share)
|
|
|
(Amounts in thousands,
|
|
|
except per share data)
|
|
Unvested units and stock at May 3, 2006
|
|
|
1,813
|
|
|
$
|
35.48
|
|
Units and stock granted
|
|
|
364
|
|
|
|
41.88
|
|
Units and stock vested
|
|
|
(131
|
)
|
|
|
36.12
|
|
Units and stock cancelled/forfeited and returned to the plan
|
|
|
(21
|
)
|
|
|
37.13
|
|
|
|
|
|
|
|
|
|
|
Unvested units and stock at May 2, 2007
|
|
|
2,025
|
|
|
|
36.57
|
|
Units and stock granted
|
|
|
715
|
|
|
|
46.00
|
|
Units and stock vested
|
|
|
(579
|
)
|
|
|
35.94
|
|
Units and stock cancelled/forfeited and returned to the plan
|
|
|
(74
|
)
|
|
|
38.92
|
|
|
|
|
|
|
|
|
|
|
Unvested units and stock at April 30, 2008
|
|
|
2,087
|
|
|
|
39.88
|
|
Units and stock granted
|
|
|
577
|
|
|
|
49.69
|
|
Units and stock vested
|
|
|
(910
|
)
|
|
|
37.91
|
|
Units and stock cancelled/forfeited and returned to the plan
|
|
|
(32
|
)
|
|
|
46.52
|
|
|
|
|
|
|
|
|
|
|
Unvested units and stock at April 29, 2009
|
|
|
1,722
|
|
|
$
|
44.08
|
|
|
|
|
|
|
|
|
|
|
Upon share option exercise or vesting of restricted stock and
RSUs, the Company uses available treasury shares and maintains a
repurchase program that anticipates exercises and vesting of
awards so that shares are available for issuance. The Company
records forfeitures of restricted stock as treasury share
repurchases. The Company repurchased approximately
3.7 million shares during Fiscal 2009.
Global
Stock Purchase Plan:
The Company has a shareholder-approved employee global stock
purchase plan (the GSPP) that permits substantially
all employees to purchase shares of the Companys common
stock at a discounted price through payroll deductions at the
end of two six-month offering periods. Currently, the offering
periods are February 16 to August 15 and August 16 to
February 15. Commencing with the February 2006 offering
period, the purchase price of the option is equal to 85% of the
fair market value of the Companys common stock on the last
day of the offering period. The number of shares available for
issuance under the GSPP is a total of five million shares.
During the two offering periods from February 16, 2008 to
February 15, 2009, employees purchased 315,597 shares
under the plan. During the two offering periods from
February 16, 2007 to February 15, 2008, employees
purchased 302,284 shares under the plan.
Annual
Incentive Bonus:
The Companys management incentive plans cover officers and
other key employees. Participants may elect to be paid on a
current or deferred basis. The aggregate amount of all awards
may not exceed certain limits in any year. Compensation under
the management incentive plans was approximately
$38 million, $45 million and $41 million in
fiscal years 2009, 2008 and 2007, respectively.
59
H. J.
Heinz Company and Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Long-Term
Performance Program:
In Fiscal 2009, the Company granted performance awards as
permitted in the Fiscal Year 2003 Stock Incentive Plan, subject
to the achievement of certain performance goals. These
performance awards are tied to the Companys relative Total
Shareholder Return (Relative TSR) Ranking within the
defined Long-term Performance Program (LTPP) peer
group and the
2-year
average after-tax Return on Invested Capital (ROIC)
metrics. The Relative TSR metric is based on the two-year
cumulative return to shareholders from the change in stock price
and dividends paid between the starting and ending dates. The
starting value was based on the average of each LTPP peer group
company stock price for the 60 trading days prior to and
including May 1, 2008. The ending value will be based on
the average stock price for the 60 trading days prior to and
including the close of the Fiscal 2010 year end, plus
dividends paid over the 2 year performance period. The
Fiscal
2009-2010
LTPP will be fully funded if
2-year
cumulative EPS equals or exceeds the predetermined level as may
be adjusted by the Management, Development and Compensation
Committee of the Board of Directors for unusual, extraordinary
and other special items and accounting changes. The Company also
granted performance awards in Fiscal 2008 under the
2008-2009
LTPP and in Fiscal 2007 under the
2007-2008
LTPP. The compensation cost related to LTPP awards recognized in
general and administrative expenses (G&A) was
$17.4 million, and the related tax benefit was
$5.9 million for the fiscal year ended April 29, 2009.
The compensation cost related to these plans, recognized in
G&A was $23.8 million, and the related tax benefit was
$8.1 million for the fiscal year ended April 30, 2008.
The compensation cost related to these plans, recognized in
G&A was $14.2 million, and the related tax benefit was
$5.5 million for the fiscal year ended May 2, 2007.
The Company maintains retirement plans for the majority of its
employees. Current defined benefit plans are provided primarily
for domestic union and foreign employees. Defined contribution
plans are provided for the majority of its domestic non-union
hourly and salaried employees as well as certain employees in
foreign locations. Effective May 2, 2007, the Company
adopted the provisions of SFAS No. 158, which requires
the Company to recognize the funded status of each of its
defined pension and postretirement benefit plans as a net asset
or liability in the consolidated balance sheet and to recognize
changes in that funded status in the year in which changes occur
through comprehensive loss. On May 1, 2008, the Company
adopted the measurement date provisions of
SFAS No. 158 which requires plan assets and
obligations to be measured as of the date of the year-end
financial statements. Prior to adoption, the Company used an
April 30 measurement date for its domestic plans, and a March 31
measurement date for its foreign plans. The Company now uses an
April 30 measurement date for all of its defined benefit plans.
60
H. J.
Heinz Company and Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
The following table sets forth the funded status of the
Companys principal defined benefit plans at April 29,
2009 and April 30, 2008.
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(Dollars in thousands)
|
|
|
Change in Benefit Obligation:
|
|
|
|
|
|
|
|
|
Benefit obligation at the beginning of the year
|
|
$
|
2,843,175
|
|
|
$
|
2,794,722
|
|
Service cost
|
|
|
33,321
|
|
|
|
39,832
|
|
Interest cost
|
|
|
143,601
|
|
|
|
152,073
|
|
Participants contributions
|
|
|
7,961
|
|
|
|
13,090
|
|
Amendments
|
|
|
376
|
|
|
|
14,907
|
|
Actuarial gain
|
|
|
(133,203
|
)
|
|
|
(89,838
|
)
|
Divestitures
|
|
|
(19,248
|
)
|
|
|
|
|
Settlement
|
|
|
(8,710
|
)
|
|
|
|
|
Benefits paid
|
|
|
(149,063
|
)
|
|
|
(149,048
|
)
|
Effect of eliminating early measurement date
|
|
|
14,145
|
|
|
|
|
|
Exchange/other
|
|
|
(502,253
|
)
|
|
|
67,437
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation at the end of the year
|
|
$
|
2,230,102
|
|
|
$
|
2,843,175
|
|
|
|
|
|
|
|
|
|
|
Change in Plan Assets:
|
|
|
|
|
|
|
|
|
Fair value of plan assets at the beginning of the year
|
|
$
|
2,793,123
|
|
|
$
|
2,888,780
|
|
Actual loss on plan assets
|
|
|
(411,560
|
)
|
|
|
(79,759
|
)
|
Divestitures
|
|
|
(19,248
|
)
|
|
|
|
|
Settlement
|
|
|
(8,710
|
)
|
|
|
|
|
Employer contribution
|
|
|
136,032
|
|
|
|
59,799
|
|
Participants contributions
|
|
|
7,961
|
|
|
|
13,090
|
|
Effect of eliminating early measurement date
|
|
|
15,856
|
|
|
|
|
|
Benefits paid
|
|
|
(149,063
|
)
|
|
|
(149,048
|
)
|
Exchange
|
|
|
(489,689
|
)
|
|
|
60,261
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at the end of the year
|
|
|
1,874,702
|
|
|
|
2,793,123
|
|
|
|
|
|
|
|
|
|
|
Funded status
|
|
$
|
(355,400
|
)
|
|
$
|
(50,052
|
)
|
|
|
|
|
|
|
|
|
|
Amount recognized in the consolidated balance sheet consists of:
|
|
|
|
|
|
|
|
|
Noncurrent assets
|
|
$
|
37,324
|
|
|
$
|
191,079
|
|
Current liabilities
|
|
|
(22,521
|
)
|
|
|
(19,826
|
)
|
Noncurrent liabilities
|
|
|
(370,203
|
)
|
|
|
(221,305
|
)
|
|
|
|
|
|
|
|
|
|
Net amount recognized
|
|
$
|
(355,400
|
)
|
|
$
|
(50,052
|
)
|
|
|
|
|
|
|
|
|
|
Amounts recognized in accumulated other comprehensive loss
consist of:
|
|
|
|
|
|
|
|
|
Net actuarial loss
|
|
$
|
1,079,453
|
|
|
$
|
802,738
|
|
Prior service cost
|
|
|
15,673
|
|
|
|
25,572
|
|
|
|
|
|
|
|
|
|
|
Net amount recognized
|
|
$
|
1,095,126
|
|
|
$
|
828,310
|
|
|
|
|
|
|
|
|
|
|
Amounts in accumulated other comprehensive loss expected to be
recognized as components of net periodic pension costs in the
following fiscal year are as follows:
|
|
|
|
|
|
|
|
|
Net actuarial loss
|
|
$
|
51,183
|
|
|
$
|
36,512
|
|
Prior service cost
|
|
|
2,013
|
|
|
|
3,567
|
|
|
|
|
|
|
|
|
|
|
Net amount recognized
|
|
$
|
53,196
|
|
|
$
|
40,079
|
|
|
|
|
|
|
|
|
|
|
The accumulated benefit obligation for all defined benefit
pension plans was $2,092.1 million at April 29, 2009
and $2,600.2 million at April 30, 2008. The projected
benefit obligation, accumulated benefit obligation and fair
value of plan assets for plans with accumulated benefit
obligations in excess of plan assets were $1,080.8 million,
$1,034.8 million and $768.1 million respectively, as
of April 29, 2009 and $656.7 million,
$173.0 million and $430.5 million respectively, as of
April 30, 2008. The increase in these amounts compared to
prior year is due to poor returns across global equity and
61
H. J.
Heinz Company and Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
bond markets. The change in other comprehensive loss related to
pension benefit losses arising during the period was
$484.4 million and $236.0 million at April 29,
2009 and April 30, 2008, respectively. The change in other
comprehensive loss related to the reclassification of pension
benefit losses to net income was $37.0 million and
$42.1 million at April 29, 2009 and April 30,
2008, respectively.
The weighted-average rates used for the years ended
April 29, 2009 and April 30, 2008 in determining the
projected benefit obligations for defined benefit plans were as
follows:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Discount rate
|
|
|
6.5
|
%
|
|
|
6.1
|
%
|
Compensation increase rate
|
|
|
4.3
|
%
|
|
|
5.2
|
%
|
Total pension cost of the Companys principal pension plans
consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(Dollars in thousands)
|
|
|
Components of defined benefit net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost
|
|
$
|
33,261
|
|
|
$
|
39,832
|
|
|
$
|
42,886
|
|
Interest cost
|
|
|
143,552
|
|
|
|
152,073
|
|
|
|
135,984
|
|
Expected return on assets
|
|
|
(207,727
|
)
|
|
|
(227,373
|
)
|
|
|
(198,470
|
)
|
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior service cost
|
|
|
3,184
|
|
|
|
(1,403
|
)
|
|
|
(3,465
|
)
|
Net actuarial loss
|
|
|
33,264
|
|
|
|
44,121
|
|
|
|
52,302
|
|
Loss due to curtailment, settlement and special termination
benefits
|
|
|
695
|
|
|
|
|
|
|
|
2,335
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost
|
|
|
6,229
|
|
|
|
7,250
|
|
|
|
31,572
|
|
Defined contribution plans
|
|
|
36,404
|
|
|
|
34,027
|
|
|
|
34,940
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total pension cost
|
|
|
42,633
|
|
|
|
41,277
|
|
|
|
66,512
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted-average rates used for the fiscal years ended
April 29, 2009, April 30, 2008 and May 2, 2007 in
determining the defined benefit plans net pension costs
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Expected rate of return
|
|
|
8.2
|
%
|
|
|
8.2
|
%
|
|
|
8.2
|
%
|
Discount rate
|
|
|
6.1
|
%
|
|
|
5.5
|
%
|
|
|
5.3
|
%
|
Compensation increase rate
|
|
|
4.5
|
%
|
|
|
5.0
|
%
|
|
|
4.0
|
%
|
The Companys expected rate of return is determined based
on a methodology that considers investment real returns for
certain asset classes over historic periods of various
durations, in conjunction with the long-term outlook for
inflation (i.e. building block approach). This
methodology is applied to the actual asset allocation, which is
in line with the investment policy guidelines for each plan. The
Company also considers long-term rates of return for each asset
class based on projections from consultants and investment
advisers regarding the expectations of future investment
performance of capital markets.
62
H. J.
Heinz Company and Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Plan
Assets:
The Companys defined benefit pension plans weighted
average asset allocation at April 29, 2009 and
April 30, 2008 and weighted average target allocation were
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Assets at
|
|
|
Target
|
|
Asset Category
|
|
2009
|
|
|
2008
|
|
|
Allocation
|
|
|
Equity securities
|
|
|
58
|
%
|
|
|
65
|
%
|
|
|
63
|
%
|
Debt securities
|
|
|
37
|
%
|
|
|
32
|
%
|
|
|
35
|
%
|
Real estate
|
|
|
1
|
%
|
|
|
1
|
%
|
|
|
1
|
%
|
Other
|
|
|
4
|
%
|
|
|
2
|
%
|
|
|
1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The underlying basis of the investment strategy of the
Companys defined benefit plans is to ensure that pension
funds are available to meet the plans benefit obligations
when they are due. The Companys investment objectives
include: prudently investing plan assets in a high-quality,
diversified manner in order to maintain the security of the
funds; achieving an optimal return on plan assets within
specified risk tolerances; and investing according to local
regulations and requirements specific to each country in which a
defined benefit plan operates. The investment strategy expects
equity investments to yield a higher return over the long term
than fixed income securities, while fixed income securities are
expected to provide certain matching characteristics to the
plans benefit payment cash flow requirements. Company
common stock held as part of the equity securities amounted to
less than one percent of plan assets at April 29, 2009 and
April 30, 2008.
Cash
Flows:
The Company contributed approximately $134 million to the
defined benefit plans in Fiscal 2009 of which $65 million
was discretionary. The Company funds its U.S. defined
benefit plans in accordance with IRS regulations, while foreign
defined benefit plans are funded in accordance with local laws
and regulations in each respective country. Discretionary
contributions to the pension funds may also be made by the
Company from time to time. Defined benefit plan contributions
for the next fiscal year are expected to be approximately
$250 million, however actual contributions may be affected
by pension asset and liability valuations during the year.
Benefit payments expected in future years are as follows
(dollars in thousands):
|
|
|
|
|
2010
|
|
$
|
165,784
|
|
2011
|
|
$
|
156,215
|
|
2012
|
|
$
|
152,971
|
|
2013
|
|
$
|
152,197
|
|
2014
|
|
$
|
152,066
|
|
Years
2015-2019
|
|
$
|
785,469
|
|
|
|
11.
|
Postretirement
Benefits Other Than Pensions and Other Post Employment
Benefits
|
The Company and certain of its subsidiaries provide health care
and life insurance benefits for retired employees and their
eligible dependents. Certain of the Companys U.S. and
Canadian employees may become eligible for such benefits. The
Company currently does not fund these benefit arrangements until
claims occur and may modify plan provisions or terminate plans
at its discretion. In Fiscal 2009, the Company used an April 30
measurement date for all of its plans. In Fiscal 2008,
63
H. J.
Heinz Company and Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
the Company used an April 30 measurement date for its domestic
plans and a March 31 measurement date for the Canadian plan.
The following table sets forth the combined status of the
Companys postretirement benefit plans at April 29,
2009 and April 30, 2008.
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(Dollars in thousands)
|
|
|
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
Benefit obligation at the beginning of the year
|
|
$
|
276,598
|
|
|
$
|
273,161
|
|
Service cost
|
|
|
6,501
|
|
|
|
6,451
|
|
Interest cost
|
|
|
15,357
|
|
|
|
15,626
|
|
Participants contributions
|
|
|
833
|
|
|
|
973
|
|
Amendments
|
|
|
|
|
|
|
1,001
|
|
Actuarial gain
|
|
|
(37,836
|
)
|
|
|
(5,523
|
)
|
Benefits paid
|
|
|
(18,596
|
)
|
|
|
(20,386
|
)
|
Effect of eliminating early measurement date
|
|
|
455
|
|
|
|
|
|
Exchange/other
|
|
|
(9,137
|
)
|
|
|
5,295
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation at the end of the year
|
|
|
234,175
|
|
|
|
276,598
|
|
|
|
|
|
|
|
|
|
|
Funded status
|
|
$
|
(234,175
|
)
|
|
$
|
(276,598
|
)
|
|
|
|
|
|
|
|
|
|
Amount recognized in the consolidated balance sheet consists of:
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
$
|
(19,389
|
)
|
|
$
|
(19,547
|
)
|
Noncurrent liabilities
|
|
|
(214,786
|
)
|
|
|
(257,051
|
)
|
|
|
|
|
|
|
|
|
|
Net amount recognized
|
|
$
|
(234,175
|
)
|
|
$
|
(276,598
|
)
|
|
|
|
|
|
|
|
|
|
Amounts recognized in accumulated other comprehensive loss
consist of:
|
|
|
|
|
|
|
|
|
Net actuarial loss
|
|
$
|
8,592
|
|
|
$
|
50,329
|
|
Prior service cost
|
|
|
(4,598
|
)
|
|
|
(8,242
|
)
|
|
|
|
|
|
|
|
|
|
Net amount recognized
|
|
$
|
3,994
|
|
|
$
|
42,087
|
|
|
|
|
|
|
|
|
|
|
Amounts in accumulated other comprehensive loss expected to be
recognized as components of net periodic pension costs in the
following fiscal year are as follows:
|
|
|
|
|
|
|
|
|
Net actuarial loss
|
|
$
|
540
|
|
|
$
|
3,693
|
|
Negative prior service cost
|
|
|
(3,822
|
)
|
|
|
(3,783
|
)
|
|
|
|
|
|
|
|
|
|
Net amount recognized
|
|
$
|
(3,282
|
)
|
|
$
|
(90
|
)
|
|
|
|
|
|
|
|
|
|
The change in other comprehensive loss related to postretirement
benefit gains arising during the period is $37.9 million
and $4.6 million at April 29, 2009 and at
April 30, 2008, respectively. The change in other
comprehensive loss related to the reclassification of
post-retirement benefit gains to net income is $0.1 million
and $0.2 million at April 29, 2009 and at
April 30, 2008, respectively.
The weighted-average discount rate used in the calculation of
the accumulated post-retirement benefit obligation at
April 29, 2009 and April 30, 2008 was 6.4% and 5.9%,
respectively.
64
H. J.
Heinz Company and Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Net postretirement costs consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(Dollars in thousands)
|
|
|
Components of defined benefit net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost
|
|
$
|
6,502
|
|
|
$
|
6,451
|
|
|
$
|
6,253
|
|
Interest cost
|
|
|
15,357
|
|
|
|
15,626
|
|
|
|
15,893
|
|
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior service credit
|
|
|
(3,812
|
)
|
|
|
(4,770
|
)
|
|
|
(6,098
|
)
|
Net actuarial loss
|
|
|
3,681
|
|
|
|
4,579
|
|
|
|
5,465
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost
|
|
$
|
21,728
|
|
|
$
|
21,886
|
|
|
$
|
21,513
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted-average discount rate used in the calculation of
the net postretirement benefit cost was 5.9% in 2009, 5.9% in
2008 and 6.1% in 2007.
The domestic weighted-average assumed annual composite rate of
increase in the per capita cost of company-provided health care
benefits begins at 9.0% for 2010, gradually decreases to 5.0% by
2015 and remains at that level thereafter. The foreign
weighted-average assumed annual composite rate of increase in
the per capita cost of company-provided health care benefits
begins at 6.7% for 2010, gradually decreases to 4.3% by 2017 and
remains at that level thereafter. Assumed health care cost trend
rates have a significant effect on the amounts reported for
postretirement medical benefits. A one-percentage-point change
in assumed health care cost trend rates would have the following
effects:
|
|
|
|
|
|
|
|
|
|
|
1% Increase
|
|
|
1% Decrease
|
|
|
|
(Dollars in thousands)
|
|
|
Effect on total service and interest cost components
|
|
$
|
1,874
|
|
|
$
|
1,674
|
|
Effect on postretirement benefit obligation
|
|
$
|
16,318
|
|
|
$
|
14,772
|
|
Cash
Flows:
The Company paid $18.6 million for benefits in the
postretirement medical plans in Fiscal 2009. The Company funds
its postretirement medical plans in order to make payment on
claims as they occur during the fiscal year. Payments for the
next fiscal year are expected to be approximately
$19.4 million.
Benefit payments expected in future years are as follows
(dollars in thousands):
|
|
|
|
|
2010
|
|
$
|
19,389
|
|
2011
|
|
$
|
20,137
|
|
2012
|
|
$
|
20,971
|
|
2013
|
|
$
|
21,302
|
|
2014
|
|
$
|
21,796
|
|
Years
2015-2019
|
|
$
|
113,262
|
|
Estimated future medical subsidy receipts are approximately
$1.0 million annually from 2010 through 2014 and
$5.7 million for the period from 2015 through 2019.
|
|
12.
|
Fair
Value Measurements
|
The Company adopted SFAS No. 157, Fair Value
Measurements for its financial assets and liabilities on
May 1, 2008. SFAS No. 157 defines fair value as
the price that would be received to sell
65
H. J.
Heinz Company and Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date.
SFAS No. 157 establishes a three level fair value
hierarchy to prioritize the inputs used in valuations, as
defined below:
Level 1: Observable inputs that reflect unadjusted quoted
prices for identical assets or liabilities in active markets.
Level 2: Inputs other than quoted prices included within
level 1 that are observable for the asset or liability,
either directly or indirectly.
Level 3: Unobservable inputs for the asset or liability.
As of April 29, 2009, the fair values of the Companys
assets and liabilities measured on a recurring basis are
categorized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
|
(Thousands of dollars)
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives(a)
|
|
$
|
|
|
|
$
|
219,845
|
|
|
$
|
|
|
|
$
|
219,845
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at fair value
|
|
$
|
|
|
|
$
|
219,845
|
|
|
$
|
|
|
|
$
|
219,845
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives(a)
|
|
$
|
|
|
|
$
|
12,847
|
|
|
$
|
|
|
|
$
|
12,847
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities at fair value
|
|
$
|
|
|
|
$
|
12,847
|
|
|
$
|
|
|
|
$
|
12,847
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Foreign currency derivative contracts are valued based on
observable market spot and forward rates, and are classified
within Level 2 of the fair value hierarchy. Interest rate
swaps are valued based on observable market swap rates, and are
classified within Level 2 of the fair value hierarchy. The
Companys total rate of return swap is valued based on
observable market swap rates and the Companys credit
spread, and is classified within Level 2 of the fair value
hierarchy. |
Refer to
Note 13-Derivative
Financial Instruments and Hedging Activities for additional
information regarding the balance sheet location and the risk
classification of the Companys derivatives.
|
|
13.
|
Derivative
Financial Instruments and Hedging Activities
|
The Company operates internationally, with manufacturing and
sales facilities in various locations around the world, and
utilizes certain derivative financial instruments to manage its
foreign currency, debt and interest rate exposures.
At April 29, 2009, the Company had outstanding currency
exchange, interest rate, and total rate of return derivative
contracts with notional amounts of $1.25 billion,
$1.52 billion and $175 million, respectively. At
April 30, 2008, the Company had outstanding currency
exchange and interest rate derivative contracts with notional
amounts of $1.71 billion and $1.82 billion,
respectively. The fair value of derivative financial instruments
was a net asset of $207.0 million and $126.0 million
at April 29, 2009 and April 30, 2008, respectively.
66
H. J.
Heinz Company and Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
The following table presents the fair values and corresponding
balance sheet captions of the Companys derivative
instruments as of April 29, 2009:
|
|
|
|
|
|
|
|
|
|
|
April 29, 2009
|
|
|
|
Foreign Exchange
|
|
|
Interest Rate
|
|
|
|
Contracts
|
|
|
Contracts
|
|
|
|
(Dollars in thousands)
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
Receivables
|
|
$
|
28,406
|
|
|
$
|
64,502
|
|
Other non-current assets
|
|
|
8,659
|
|
|
|
86,434
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,065
|
|
|
|
150,936
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
Receivables
|
|
|
11,644
|
|
|
|
|
|
Other non-current assets
|
|
|
|
|
|
|
20,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,644
|
|
|
|
20,200
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
48,709
|
|
|
$
|
171,136
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
12,198
|
|
|
$
|
|
|
Other liabilities
|
|
|
598
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,796
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
51
|
|
|
|
|
|
Other liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
$
|
12,847
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Refer to Note 12Fair Value Measurements for further
information on how fair value is determined for the
Companys derivatives.
67
H. J.
Heinz Company and Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
The following table presents the effect of derivative
instruments on the statement of income for the fiscal year ended
April 29, 2009:
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
April 29, 2009
|
|
|
|
Foreign Exchange
|
|
|
Interest Rate
|
|
|
|
Contracts
|
|
|
Contracts
|
|
|
|
(Dollars in thousands)
|
|
|
Cash flow hedges:
|
|
|
|
|
|
|
|
|
Net gains recognized in other comprehensive loss (effective
portion)
|
|
$
|
42,617
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Net gains/(losses) reclassified from other comprehensive loss
into earnings (effective portion):
|
|
|
|
|
|
|
|
|
Sales
|
|
$
|
(6,809
|
)
|
|
$
|
|
|
Cost of products sold
|
|
|
45,836
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
|
1,896
|
|
|
|
|
|
Other income/(expense), net
|
|
|
(15,777
|
)
|
|
|
|
|
Interest expense
|
|
|
1,112
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,258
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value hedges:
|
|
|
|
|
|
|
|
|
Net gains recognized in other income/(expense), net
|
|
|
|
|
|
|
57,976
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
Net gains/(losses) recognized in other income/(expense), net
|
|
|
65,135
|
|
|
|
(110
|
)
|
Net gains recognized in interest income
|
|
|
|
|
|
|
20,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
65,135
|
|
|
|
20,090
|
|
|
|
|
|
|
|
|
|
|
Total amount recognized in statement of income
|
|
$
|
91,393
|
|
|
$
|
78,066
|
|
|
|
|
|
|
|
|
|
|
Foreign
Currency Hedging:
The Company uses forward contracts and to a lesser extent,
option contracts to mitigate its foreign currency exchange rate
exposure due to forecasted purchases of raw materials and sales
of finished goods, and future settlement of foreign currency
denominated assets and liabilities. The Companys principal
foreign currency exposures include the Australian dollar,
British pound sterling, Canadian dollar, euro, and the New
Zealand dollar. Derivatives used to hedge forecasted
transactions and specific cash flows associated with foreign
currency denominated financial assets and liabilities that meet
the criteria for hedge accounting are designated as cash flow
hedges. Consequently, the effective portion of gains and losses
is deferred as a component of accumulated other comprehensive
loss and is recognized in earnings at the time the hedged item
affects earnings, in the same line item as the underlying hedged
item.
The Company uses certain foreign currency debt instruments as
net investment hedges of foreign operations. During Fiscal 2009,
losses of $6.9 million, net of income taxes of
$4.4 million, which represented effective hedges of net
investments, were reported as a component of accumulated other
comprehensive loss within unrealized translation adjustment.
The Company had outstanding cross currency swaps with a total
notional amount of $1.96 billion as of May 2, 2007,
which were designated as net investment hedges of foreign
operations. During
68
H. J.
Heinz Company and Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Fiscal 2008, the Company made cash payments to the
counterparties totaling $74.5 million as a result of
contract maturities and $93.2 million as a result of early
termination of contracts. As of April 29, 2009 and
April 30, 2008 there were no outstanding cross currency
swaps. The Company assessed hedge effectiveness for these
contracts based on changes in fair value attributable to changes
in spot prices. Net losses of $95.8 million
($72.0 million after-tax) and $72.9 million
($43.9 million after-tax) which represented effective
hedges of net investments, were reported as a component of
accumulated other comprehensive loss within unrealized
translation adjustment for Fiscal 2008 and Fiscal 2007,
respectively. Gains of $3.6 million and $15.9 million,
which represented the changes in fair value excluded from the
assessment of hedge effectiveness, were included in current
period earnings as a component of interest expense for Fiscal
2008 and Fiscal 2007, respectively.
The early termination of the net investment hedges described
above and the interest rate swaps described below were completed
in conjunction with the reorganizations of the Companys
foreign operations and interest rate swap portfolio.
Hedge
Ineffectiveness:
Hedge ineffectiveness related to cash flow hedges, which is
reported in current period earnings as other income/(expense),
net was not significant for the years ended April 29, 2009,
April 30, 2008 and May 2, 2007. The Company excludes
the time value component of option contracts from the assessment
of hedge effectiveness, which was not significant for the years
ended April 29, 2009, April 30, 2008 and May 2,
2007.
Deferred
Hedging Gains and Losses:
As of April 29, 2009, the Company is hedging forecasted
transactions for periods not exceeding 5 years. During the
next 12 months, the Company expects $14.7 million of
net deferred gains reported in accumulated other comprehensive
loss to be reclassified to earnings, assuming market rates
remain constant through contract maturities. Amounts
reclassified to earnings because the hedge transaction was no
longer expected to occur were not significant for the years
ended April 29, 2009, April 30, 2008 and May 2,
2007.
Interest
Rate Hedging:
The Company uses interest rate swaps to manage debt and interest
rate exposures. The Company is exposed to interest rate
volatility with regard to existing and future issuances of fixed
and floating rate debt. Primary exposures include
U.S. Treasury rates, London Interbank Offered Rates
(LIBOR), and commercial paper rates in the United States.
Derivatives used to hedge risk associated with changes in the
fair value of certain fixed-rate debt obligations are primarily
designated as fair value hedges. Consequently, changes in the
fair value of these derivatives, along with changes in the fair
value of the hedged debt obligations that are attributable to
the hedged risk, are recognized in current period earnings.
During Fiscal 2008, the Company terminated certain interest rate
swaps that were previously designated as fair value hedges of
fixed rate debt obligations. The notional amount of these
interest rate contracts totaled $612.0 million and the
Company received a total of $103.5 million of cash from the
termination of these contracts. The $103.5 million gain is
being amortized to reduce interest expense over the remaining
term of the corresponding debt obligations (average of
21 years remaining). SFAS No. 133 hedge
accounting adjustments related to hedged debt obligations
totaled $251.5 million and $198.5 million as of
April 29, 2009 and April 30, 2008, respectively.
69
H. J.
Heinz Company and Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Other
Activities:
The Company enters into certain derivative contracts in
accordance with its risk management strategy that do not meet
the criteria for hedge accounting but which have the economic
impact of largely mitigating foreign currency or interest rate
exposures. The Company maintained foreign currency forward
contracts with a total notional amount of $349.1 million
and $377.6 million that did not meet the criteria for hedge
accounting as of April 29, 2009 and April 30, 2008,
respectively. These forward contracts are accounted for on a
full mark-to-market basis through current earnings, with gains
and losses recorded as a component of other income/(expense),
net. Net unrealized gains related to outstanding contracts
totaled $11.6 million and $2.0 million as of
April 29, 2009 and April 30, 2008, respectively. These
contracts are scheduled to mature within the next 6 months.
The forward contracts that were put in place during Fiscal 2009
to help mitigate the unfavorable translation impact on profit
associated with movements in key foreign currencies resulted in
gains of $107.3 million for the year ended April 29,
2009. During Fiscal 2009, the Company also received
$106.3 million of cash related to these forward contracts.
The Company entered into a total rate of return swap with an
unaffiliated international financial institution during the
third quarter of Fiscal 2009 with a notional amount of
$175 million. This instrument is being used as an economic
hedge to reduce a portion of the interest cost related to the
Companys $800 million remarketable securities. The
swap is being accounted for on a full mark-to-market basis
through current earnings, with gains and losses recorded as a
component of interest income. During Fiscal 2009, the Company
recorded a $28.1 million benefit in interest income,
representing changes in the fair value of the swap and interest
earned on the arrangement. Net unrealized gains totaled
$20.2 million as of April 29, 2009. This swap is
scheduled to mature in three years, corresponding with the next
scheduled remarketing of the Companys $800 million
remarketable securities. In connection with this swap, the
Company is required to maintain a restricted cash collateral
balance of $192.7 million with the counterparty for the
term of the swap. Pursuant to the terms of the swap, the
counterparty has the option for early termination of the
agreement upon the occurrence of specified events as defined in
the agreement. In the event of early termination there would be
a net settlement between the Company and the counterparty
primarily based on the change in fair value of the remarketable
securities subsequent to the most recent remarketing date which
coincides with the date of the swap.
Concentration
of Credit Risk:
Counterparties to currency exchange and interest rate
derivatives consist of major international financial
institutions. The Company continually monitors its positions and
the credit ratings of the counterparties involved and, by
policy, limits the amount of credit exposure to any one party.
While the Company may be exposed to potential losses due to the
credit risk of non-performance by these counterparties, losses
are not anticipated. During Fiscal 2009, one customer
represented 10.8% of the Companys sales. The Company
closely monitors the credit risk associated with its
counterparties and customers and to date has not experienced
material losses.
70
H. J.
Heinz Company and Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
|
|
14.
|
Income
Per Common Share
|
The following are reconciliations of income to income applicable
to common stock and the number of common shares outstanding used
to calculate basic EPS to those shares used to calculate diluted
EPS.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
April 29,
|
|
|
April 30,
|
|
|
May 2,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(52 Weeks)
|
|
|
(52 Weeks)
|
|
|
(52 Weeks)
|
|
|
|
(Amounts in thousands)
|
|
|
Income from continuing operations
|
|
$
|
923,072
|
|
|
$
|
844,925
|
|
|
$
|
791,602
|
|
Preferred dividends
|
|
|
12
|
|
|
|
12
|
|
|
|
13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations applicable to common stock
|
|
$
|
923,060
|
|
|
$
|
844,913
|
|
|
$
|
791,589
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average common shares outstandingbasic
|
|
|
313,747
|
|
|
|
317,019
|
|
|
|
328,625
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible preferred stock
|
|
|
106
|
|
|
|
109
|
|
|
|
123
|
|
Stock options, restricted stock and the global stock purchase
plan
|
|
|
4,210
|
|
|
|
4,589
|
|
|
|
3,720
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average common shares outstandingdiluted
|
|
|
318,063
|
|
|
|
321,717
|
|
|
|
332,468
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share is based upon the average shares of
common stock and dilutive common stock equivalents outstanding
during the periods presented. Common stock equivalents arising
from dilutive stock options, restricted common stock units, and
the global stock purchase plan are computed using the treasury
stock method.
Options to purchase an aggregate of 3.7 million,
6.1 million and 9.1 million shares of common stock as
of April 29, 2009, April 30, 2008 and May 2,
2007, respectively, were not included in the computation of
diluted earnings per share because inclusion of these options
would be anti-dilutive. These options expire at various points
in time through 2016.
The Companys segments are primarily organized by
geographical area. The composition of segments and measure of
segment profitability are consistent with that used by the
Companys management.
Descriptions of the Companys reportable and operating
segments are as follows:
|
|
|
|
|
North American Consumer ProductsThis segment
primarily manufactures, markets and sells ketchup, condiments,
sauces, pasta meals, and frozen potatoes, entrees, snacks, and
appetizers to the grocery channels in the United States of
America and includes our Canadian business.
|
|
|
|
EuropeThis segment includes the
Companys operations in Europe, including Eastern Europe
and Russia, and sells products in all of the Companys
categories.
|
|
|
|
Asia/PacificThis segment includes the
Companys operations in New Zealand, Australia, India,
Japan, China, South Korea, Indonesia, and Singapore. This
segments operations include products in all of the
Companys categories.
|
71
H. J.
Heinz Company and Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
|
|
|
|
|
U.S. FoodserviceThis segment primarily
manufactures, markets and sells branded and customized products
to commercial and non-commercial food outlets and distributors
in the United States of America including ketchup, condiments,
sauces, and frozen soups, desserts and appetizers.
|
|
|
|
Rest of WorldThis segment includes the
Companys operations in Africa, Latin America, and the
Middle East that sell products in all of the Companys
categories.
|
The Companys management evaluates performance based on
several factors including net sales, operating income, and the
use of capital resources. Intersegment revenues and items below
the operating income line of the consolidated statements of
income are not presented by segment, since they are excluded
from the measure of segment profitability reviewed by the
Companys management.
The following table presents information about the
Companys reportable segments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
April 29,
|
|
|
April 30,
|
|
|
May 2,
|
|
|
April 29,
|
|
|
April 30,
|
|
|
May 2,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(52 Weeks)
|
|
|
(52 Weeks)
|
|
|
(52 Weeks)
|
|
|
(52 Weeks)
|
|
|
(52 Weeks)
|
|
|
(52 Weeks)
|
|
|
|
(Dollars in thousands)
|
|
|
|
Net External Sales
|
|
|
Operating Income (Loss)
|
|
|
North American Consumer Products
|
|
$
|
3,135,994
|
|
|
$
|
3,011,513
|
|
|
$
|
2,739,527
|
|
|
$
|
724,763
|
|
|
$
|
678,388
|
|
|
$
|
625,675
|
|
Europe
|
|
|
3,410,735
|
|
|
|
3,532,326
|
|
|
|
3,076,770
|
|
|
|
561,260
|
|
|
|
636,866
|
|
|
|
566,362
|
|
Asia/Pacific
|
|
|
1,627,443
|
|
|
|
1,599,860
|
|
|
|
1,319,231
|
|
|
|
182,472
|
|
|
|
194,900
|
|
|
|
150,177
|
|
U.S. Foodservice
|
|
|
1,505,953
|
|
|
|
1,559,370
|
|
|
|
1,556,339
|
|
|
|
129,209
|
|
|
|
169,581
|
|
|
|
216,115
|
|
Rest of World
|
|
|
467,957
|
|
|
|
367,709
|
|
|
|
309,763
|
|
|
|
52,348
|
|
|
|
45,437
|
|
|
|
39,484
|
|
Non-Operating(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(156,400
|
)
|
|
|
(156,205
|
)
|
|
|
(151,098
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Totals
|
|
$
|
10,148,082
|
|
|
$
|
10,070,778
|
|
|
$
|
9,001,630
|
|
|
$
|
1,493,652
|
|
|
$
|
1,568,967
|
|
|
$
|
1,446,715
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and Amortization Expenses
|
|
|
Capital Expenditures(b)
|
|
|
Total North America
|
|
$
|
125,562
|
|
|
$
|
122,200
|
|
|
$
|
112,031
|
|
|
$
|
87,912
|
|
|
$
|
121,937
|
|
|
$
|
97,954
|
|
Europe
|
|
|
105,846
|
|
|
|
115,578
|
|
|
|
108,479
|
|
|
|
91,898
|
|
|
|
119,425
|
|
|
|
99,939
|
|
Asia/Pacific
|
|
|
35,969
|
|
|
|
35,410
|
|
|
|
29,390
|
|
|
|
39,263
|
|
|
|
36,404
|
|
|
|
36,903
|
|
Rest of World
|
|
|
5,728
|
|
|
|
5,690
|
|
|
|
5,010
|
|
|
|
15,574
|
|
|
|
10,064
|
|
|
|
7,586
|
|
Non-Operating(a)
|
|
|
8,270
|
|
|
|
10,019
|
|
|
|
11,287
|
|
|
|
57,474
|
|
|
|
13,758
|
|
|
|
2,180
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Totals
|
|
$
|
281,375
|
|
|
$
|
288,897
|
|
|
$
|
266,197
|
|
|
$
|
292,121
|
|
|
$
|
301,588
|
|
|
$
|
244,562
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Identifiable Assets
|
|
|
|
|
|
|
|
|
|
|
|
Total North America
|
|
$
|
3,691,868
|
|
|
$
|
3,795,272
|
|
|
$
|
3,752,033
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Europe
|
|
|
3,602,753
|
|
|
|
4,731,760
|
|
|
|
4,166,174
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asia/Pacific
|
|
|
1,505,895
|
|
|
|
1,433,467
|
|
|
|
1,213,867
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rest of World
|
|
|
292,266
|
|
|
|
235,625
|
|
|
|
189,543
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Operating(c)
|
|
|
571,402
|
|
|
|
368,919
|
|
|
|
711,409
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Totals
|
|
$
|
9,664,184
|
|
|
$
|
10,565,043
|
|
|
$
|
10,033,026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
72
H. J.
Heinz Company and Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
|
|
|
(a) |
|
Includes corporate overhead, intercompany eliminations and
charges not directly attributable to operating segments. |
|
(b) |
|
Excludes property, plant and equipment obtained through
acquisitions. |
|
(c) |
|
Includes identifiable assets not directly attributable to
operating segments. |
The Companys revenues are generated via the sale of
products in the following categories:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
April 29,
|
|
|
April 30,
|
|
|
May 2,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(52 Weeks)
|
|
|
(52 Weeks)
|
|
|
(52 Weeks)
|
|
|
|
(Dollars in thousands)
|
|
|
Ketchup and sauces
|
|
$
|
4,251,583
|
|
|
$
|
4,081,864
|
|
|
$
|
3,682,102
|
|
Meals and snacks
|
|
|
4,361,878
|
|
|
|
4,521,697
|
|
|
|
4,026,168
|
|
Infant/Nutrition
|
|
|
1,105,313
|
|
|
|
1,089,544
|
|
|
|
929,075
|
|
Other
|
|
|
429,308
|
|
|
|
377,673
|
|
|
|
364,285
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
10,148,082
|
|
|
$
|
10,070,778
|
|
|
$
|
9,001,630
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company has significant sales and long-lived assets in the
following geographic areas. Sales are based on the location in
which the sale originated. Long-lived assets include property,
plant and equipment, goodwill, trademarks and other intangibles,
net of related depreciation and amortization.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
Net External Sales
|
|
|
Long-Lived Assets
|
|
|
|
April 29,
|
|
|
April 30,
|
|
|
May 2,
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
April 29,
|
|
|
April 30,
|
|
|
May 2,
|
|
|
|
(52 Weeks)
|
|
|
(52 Weeks)
|
|
|
(52 Weeks)
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(Dollars in thousands)
|
|
|
United States
|
|
$
|
4,074,032
|
|
|
$
|
3,971,296
|
|
|
$
|
3,809,786
|
|
|
$
|
2,040,904
|
|
|
$
|
2,393,732
|
|
|
$
|
2,377,900
|
|
United Kingdom
|
|
|
1,616,084
|
|
|
|
1,844,014
|
|
|
|
1,643,268
|
|
|
|
1,166,085
|
|
|
|
1,582,088
|
|
|
|
1,588,218
|
|
Other
|
|
|
4,457,966
|
|
|
|
4,255,468
|
|
|
|
3,548,576
|
|
|
|
2,754,267
|
|
|
|
2,540,414
|
|
|
|
2,171,907
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
10,148,082
|
|
|
$
|
10,070,778
|
|
|
$
|
9,001,630
|
|
|
$
|
5,961,256
|
|
|
$
|
6,516,234
|
|
|
$
|
6,138,025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
|
First
|
|
|
Second
|
|
|
Third
|
|
|
Fourth
|
|
|
Total
|
|
|
|
(13 Weeks)
|
|
|
(13 Weeks)
|
|
|
(13 Weeks)
|
|
|
(13 Weeks)
|
|
|
(52 Weeks)
|
|
|
|
(Unaudited)
|
|
|
|
(Dollars in thousands, except per share amounts)
|
|
|
Sales
|
|
$
|
2,583,208
|
|
|
$
|
2,612,541
|
|
|
$
|
2,414,576
|
|
|
$
|
2,537,757
|
|
|
$
|
10,148,082
|
|
Gross profit
|
|
|
934,136
|
|
|
|
920,715
|
|
|
|
854,472
|
|
|
|
874,312
|
|
|
|
3,583,635
|
|
Net income
|
|
|
228,964
|
|
|
|
276,710
|
|
|
|
242,263
|
|
|
|
175,135
|
|
|
|
923,072
|
|
Per Share Amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net incomediluted
|
|
$
|
0.72
|
|
|
$
|
0.87
|
|
|
$
|
0.76
|
|
|
$
|
0.55
|
|
|
$
|
2.90
|
|
Net incomebasic
|
|
|
0.73
|
|
|
|
0.88
|
|
|
|
0.77
|
|
|
|
0.56
|
|
|
|
2.94
|
|
Cash dividends
|
|
|
0.415
|
|
|
|
0.415
|
|
|
|
0.415
|
|
|
|
0.415
|
|
|
|
1.66
|
|
73
H. J.
Heinz Company and Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
|
First
|
|
|
Second
|
|
|
Third
|
|
|
Fourth
|
|
|
Total
|
|
|
|
(13 Weeks)
|
|
|
(13 Weeks)
|
|
|
(13 Weeks)
|
|
|
(13 Weeks)
|
|
|
(52 Weeks)
|
|
|
|
(Unaudited)
|
|
|
|
(Dollars in thousands, except per share amounts)
|
|
|
Sales
|
|
$
|
2,248,285
|
|
|
$
|
2,523,379
|
|
|
$
|
2,610,863
|
|
|
$
|
2,688,251
|
|
|
$
|
10,070,778
|
|
Gross profit
|
|
|
838,400
|
|
|
|
931,802
|
|
|
|
935,416
|
|
|
|
975,074
|
|
|
|
3,680,692
|
|
Net income
|
|
|
205,294
|
|
|
|
227,037
|
|
|
|
218,532
|
|
|
|
194,062
|
|
|
|
844,925
|
|
Per Share Amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net incomediluted
|
|
$
|
0.63
|
|
|
$
|
0.71
|
|
|
$
|
0.68
|
|
|
$
|
0.61
|
|
|
$
|
2.63
|
|
Net incomebasic
|
|
|
0.64
|
|
|
|
0.72
|
|
|
|
0.69
|
|
|
|
0.62
|
|
|
|
2.67
|
|
Cash dividends
|
|
|
0.38
|
|
|
|
0.38
|
|
|
|
0.38
|
|
|
|
0.38
|
|
|
|
1.52
|
|
|
|
17.
|
Commitments
and Contingencies
|
Legal
Matters:
Certain suits and claims have been filed against the Company and
have not been finally adjudicated. In the opinion of management,
based upon the information that it presently possesses, the
final conclusion and determination of these suits and claims
would not be expected to have a material adverse effect on the
Companys consolidated financial position, results of
operations or liquidity.
Lease
Commitments:
Operating lease rentals for warehouse, production and office
facilities and equipment amounted to approximately
$114.4 million in 2009, $107.2 million in 2008 and
$104.3 million in 2007. Future lease payments for
non-cancellable operating leases as of April 29, 2009
totaled $392.0 million (2010-$63.5 million,
2011-$53.2 million, 2012-$47.6 million,
2013-$38.2 million, 2014-$39.8 million and
thereafter-$149.7 million).
As of April 29, 2009, the Company was party to an operating
lease for buildings and equipment in which the Company has
guaranteed a supplemental payment obligation of approximately
$52 million at the termination of the lease. The Company
believes, based on current facts and circumstances, that any
payment pursuant to this guarantee is remote. No significant
credit guarantees existed between the Company and third parties
as of April 29, 2009.
In May 2008, the construction of a new frozen food factory in
South Carolina commenced. It is expected that this project will
be completed in approximately 3 to 6 months at which time
the Company plans to enter into an operating lease.
Advertising expenses (including production and communication
costs) for fiscal years 2009, 2008 and 2007 were
$316.0 million, $339.3 million and
$315.2 million, respectively. For fiscal years 2009, 2008
and 2007, $115.9 million, $118.9 million and
$123.6 million, respectively, were recorded as a reduction
of revenue and $200.1 million, $220.4 million and
$191.5 million, respectively, were recorded as a component
of selling, general and administrative expenses.
74
|
|
Item 9.
|
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure.
|
There is nothing to be reported under this item.
|
|
Item 9A.
|
Controls
and Procedures.
|
(a) Evaluation of Disclosure Controls and Procedures
The Companys management, with the participation of the
Companys Chief Executive Officer and Chief Financial
Officer, evaluated the effectiveness of the Companys
disclosure controls and procedures as of the end of the period
covered by this report. Based on that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the
Companys disclosure controls and procedures, as of the end
of the period covered by this report, were effective and
provided reasonable assurance that the information required to
be disclosed by the Company in reports filed under the
Securities Exchange Act of 1934 is (i) recorded, processed,
summarized and reported within the time periods specified in the
SECs rules and forms, and (ii) accumulated and
communicated to our management, including the Chief Executive
Officer and Chief Financial Officer, as appropriate to allow
timely decisions regarding required disclosure. See also
Report of Management on Internal Control over Financial
Reporting.
(b) Managements Report on Internal Control Over
Financial Reporting.
Our managements report on Internal Control Over Financial
Reporting is set forth in Item 8 and incorporated herein by
reference.
PricewaterhouseCoopers LLP, an independent registered public
accounting firm, audited the effectiveness of the Companys
internal control over financial reporting as of April 29,
2009, as stated in their report as set forth in Item 8.
(c) Changes in Internal Control over Financial Reporting
No change in the Companys internal control over financial
reporting occurred during the Companys most recent fiscal
quarter that has materially affected, or is reasonably likely to
materially affect, the Companys internal control over
financial reporting.
|
|
Item 9B.
|
Other
Information.
|
There is nothing to be reported under this item.
75
PART III
|
|
Item 10.
|
Directors,
Executive Officers and Corporate Governance.
|
Information relating to the Directors of the Company is set
forth under the captions Election of Directors and
Additional InformationSection 16 Beneficial
Ownership Reporting Compliance in the Companys
definitive Proxy Statement in connection with its Annual Meeting
of Shareholders to be held August 12, 2009. Information
regarding the audit committee members and the audit committee
financial expert is set forth under the captions Report of
the Audit Committee and Relationship with
Independent Registered Public Accounting Firm in the
Companys definitive Proxy Statement in connection with its
Annual Meeting of Shareholders to be held on August 12,
2009. Information relating to the executive officers of the
Company is set forth under the caption Executive Officers
of the Registrant in Part I of this report, and such
information is incorporated herein by reference. The
Companys Global Code of Conduct, which is applicable to
all employees, including the principal executive officer, the
principal financial officer, and the principal accounting
officer, as well as the charters for the Companys Audit,
Management Development & Compensation, Corporate
Governance, and Corporate Social Responsibility Committees, as
well as periodic and current reports filed with the SEC are
available on the Companys website, www.heinz.com, and are
available in print to any shareholder upon request. Such
specified information is incorporated herein by reference.
|
|
Item 11.
|
Executive
Compensation.
|
Information relating to executive compensation is set forth
under the captions Compensation Discussion and
Analysis, Director Compensation Table, and
Compensation Committee Report in the Companys
definitive Proxy Statement in connection with its Annual Meeting
of Shareholders to be held on August 12, 2009. Such
information is incorporated herein by reference.
|
|
Item 12.
|
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
|
Information relating to the ownership of equity securities of
the Company by certain beneficial owners and management is set
forth under the captions Security Ownership of Certain
Principal Shareholders and Security Ownership of
Management in the Companys definitive Proxy
Statement in connection with its Annual Meeting of Shareholders
to be held August 12, 2009. Such information is
incorporated herein by reference.
The number of shares to be issued upon exercise and the number
of shares remaining available for future issuance under the
Companys equity compensation plans at April 29, 2009
were as follows:
Equity
Compensation Plan Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
|
|
|
|
|
|
|
Number of securities
|
|
|
|
|
|
|
|
|
|
remaining available
|
|
|
|
|
|
|
|
|
|
for future issuance
|
|
|
|
Number of securities to
|
|
|
Weighted-average
|
|
|
under equity
|
|
|
|
be issued upon exercise
|
|
|
exercise price of
|
|
|
compensation Plans
|
|
|
|
of outstanding options,
|
|
|
outstanding options,
|
|
|
(excluding securities
|
|
|
|
warrants and rights
|
|
|
warrants and rights
|
|
|
reflected in column (a))
|
|
|
Equity Compensation plans approved by stockholders
|
|
|
16,357,017
|
|
|
$
|
38.98
|
|
|
|
10,434,471
|
|
Equity Compensation plans not approved by stockholders(1)(2)
|
|
|
24,642
|
|
|
|
N/A
|
(3)
|
|
|
N/A
|
(1)(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
16,381,659
|
|
|
$
|
38.98
|
|
|
|
10,434,471
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
76
|
|
|
(1) |
|
The H. J. Heinz Company Restricted Stock Recognition Plan for
Salaried Employees (the Restricted Stock Plan) was
designed to provide recognition and reward in the form of awards
of restricted stock to employees who have a history of
outstanding accomplishment and who, because of their experience
and skills, are expected to continue to contribute significantly
to the success of the Company. Eligible employees were those
full-time salaried employees not participating in the
shareholder-approved H. J. Heinz Company Incentive Compensation
Plan in effect as of May 1, 2002, and who have not been
awarded an option to purchase Company Common Stock. The Company
has ceased issuing shares from this Restricted Stock Plan, and
all restrictions on previously issued shares have been lifted.
All awards of this type are now made under the Fiscal Year 2003
Stock Incentive Plan. |
|
(2) |
|
The Executive Deferred Compensation Plan, as amended and
restated effective January 1, 2005 and the Deferred
Compensation Plan for Non-Employee Directors as amended and
restated effective January 1, 2005, permit full-time
salaried personnel based in the U.S. who have been identified as
key employees and non-employee directors, to defer all or part
of his or her cash compensation into either a cash account that
accrues interest, or into a Heinz stock account. The election to
defer is irrevocable. The Management Development &
Compensation Committee of the Board of Directors administers the
Plan. All amounts are payable at the times and in the amounts
elected by the executives at the time of the deferral. The
deferral period shall be at least one year and shall be no
greater than the date of retirement or other termination,
whichever is earlier. Amounts deferred into cash accounts are
payable in cash, and all amounts deferred into the Heinz stock
account are payable in Heinz Common Stock. Compensation deferred
into the Heinz stock account appreciates or depreciates
according to the fair market value of Heinz Common Stock. |
|
(3) |
|
The grants made under the Restricted Stock Plan, the Executive
Deferred Compensation Plan and the Deferred Compensation Plan
for Non-Employee Directors are restricted or reserved shares of
Common Stock, and therefore there is no exercise price. |
|
(4) |
|
The maximum number of shares of Common Stock that the Chief
Executive Officer was authorized to grant under the Restricted
Stock Plan was established annually by the Executive Committee
of the Board of Directors; provided, however, that such number
of shares did not exceed in any plan year 1% of all then
outstanding shares of Common Stock. |
|
|
Item 13.
|
Certain
Relationships and Related Transactions, and Director
Independence.
|
Information relating to the Companys policy on related
person transactions and certain relationships with a beneficial
shareholder is set forth under the caption Related Person
Transactions in the Companys definitive Proxy
Statement in connection with its Annual Meeting of Shareholders
to be held on August 12, 2009. Such information is
incorporated herein by reference.
Information relating to director independence is set forth under
the caption Director Independence Standards in the
Companys definitive Proxy Statement in connection with its
Annual Meeting of Shareholders to be held on August 12,
2009. Such information is incorporated herein by reference.
|
|
Item 14.
|
Principal
Accountant Fees and Services.
|
Information relating to the principal auditors fees and
services is set forth under the caption Relationship With
Independent Registered Public Accounting Firm in the
Companys definitive Proxy Statement in connection with its
Annual Meeting of Shareholders to be held on August 12,
2009. Such information is incorporated herein by reference.
77
PART IV
|
|
Item 15.
|
Exhibits
and Financial Statement Schedules.
|
|
|
|
|
|
|
|
|
|
(a)(1)
|
|
The following financial statements and reports are filed as part
of this report under Item 8Financial Statements
and Supplementary Data:
|
|
|
|
|
Consolidated Balance Sheets as of April 29, 2009 and
April 30, 2008
|
|
|
|
|
Consolidated Statements of Income for the fiscal years ended
April 29, 2009, April 30, 2008 and May 2, 2007
|
|
|
|
|
Consolidated Statements of Shareholders Equity for the
fiscal years ended April 29, 2009, April 30, 2008 and
May 2, 2007
|
|
|
|
|
Consolidated Statements of Cash Flows for the fiscal years ended
April 29, 2009, April 30, 2008 and May 2, 2007
|
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
|
Report of Independent Registered Public Accounting Firm of
PricewaterhouseCoopers LLP dated June 17, 2009, on the
Companys consolidated financial statements and financial
statement schedule filed as a part hereof for the fiscal years
ended April 29, 2009, April 30, 2008 and May 2,
2007
|
(2)
|
|
The following report and schedule is filed herewith as a part
hereof:
|
|
|
|
|
Schedule II (Valuation and Qualifying Accounts and
Reserves) for the three fiscal years ended April 29, 2009,
April 30, 2008 and May 2, 2007
|
|
|
|
|
All other schedules are omitted because they are not applicable
or the required information is included herein or is shown in
the consolidated financial statements or notes thereto filed as
part of this report incorporated herein by reference.
|
(3)
|
|
Exhibits required to be filed by Item 601 of
Regulation S-K
are listed below. Documents not designated as being incorporated
herein by reference are filed herewith. The paragraph numbers
correspond to the exhibit numbers designated in Item 601 of
Regulation S-K.
|
|
|
3(i)
|
|
Third Amended and Restated Articles of Incorporation of H. J.
Heinz Company dated August 21, 2008, are incorporated
herein by reference to Exhibit 3(i) of the Companys
Quarterly Report on
Form 10-Q
for the quarterly period ended July 30, 2008.
|
|
|
3(ii)
|
|
The Companys By-Laws, as amended effective
January 21, 2009, are incorporated herein by reference to
Exhibit 3.2 of the Companys Current Report on
Form 8-K
filed on January 21, 2009.
|
|
|
4.
|
|
Except as set forth below, there are no instruments with respect
to long-term unregistered debt of the Company that involve
indebtedness or securities authorized thereunder in amounts that
exceed 10 percent of the total assets of the Company on a
consolidated basis. The Company agrees to furnish a copy of any
instrument or agreement defining the rights of holders of
long-term debt of the Company upon request of the Securities and
Exchange Commission.
|
|
|
|
|
(a)
|
|
The Indenture among the Company, H. J. Heinz Finance Company,
and Bank One, National Association dated as of July 6, 2001
relating to the H. J. Heinz Finance Companys
$750,000,000 6.625% Guaranteed Notes due 2011, $700,000,000
6.00% Guaranteed Notes due 2012 and $550,000,000 6.75%
Guaranteed Notes due 2032 is incorporated herein by reference to
Exhibit 4 of the Companys Annual Report on
Form 10-K
for the fiscal year ended May 1, 2002.
|
|
|
|
|
(b)
|
|
Three-Year Credit Agreement dated April 29, 2009 among H.
J. Heinz Company, H. J. Heinz Finance Company, the Banks listed
on the signature pages thereto and JPMorgan Chase Bank, N.A. as
Administrative Agent is hereby incorporated by reference to
Exhibit 10.1 of the Companys Current Report on
Form 8-K
dated April 29, 2009.
|
78
|
|
|
|
|
|
|
|
|
|
|
|
|
(c)
|
|
364-Day
Credit Agreement dated April 29, 2009 among H. J. Heinz
Company, H. J. Heinz Finance Company, the Banks listed on the
signature pages thereto and JPMorgan Chase Bank, N.A. as
Administrative Agent is hereby incorporated by reference to
Exhibit 10.2 of the Companys Current Report on
Form 8-K
dated April 29, 2009.
|
|
|
|
|
(d)
|
|
Indenture among H. J. Heinz Company and Union Bank of
California, N.A. dated as of July 15, 2008.
|
|
|
10(a)
|
|
Management contracts and compensatory plans:
|
|
|
|
|
|
|
(i)
|
|
1986 Deferred Compensation Program for H. J. Heinz Company and
affiliated companies, as amended and restated in its entirety
effective January 1, 2005, is incorporated herein by
reference to Exhibit 10(a)(xi) to the Companys Annual
Report on
Form 10-Q
for the period ended July 30, 2008.
|
|
|
|
|
|
|
(ii)
|
|
H. J. Heinz Company 1990 Stock Option Plan, as amended and
restated effective August 13, 2008, is incorporated herein
by reference to Exhibit 10(a)(v) to the Companys
Quarterly Report on
Form 10-Q
for the period ended July 30, 2008.
|
|
|
|
|
|
|
(iii)
|
|
H. J. Heinz Company 1994 Stock Option Plan, as amended and
restated effective August 13, 2008, is incorporated herein
by reference to Exhibit 10(a)(vi) to the Companys
Quarterly Report on
Form 10-Q
for the period ended July 30, 2008.
|
|
|
|
|
|
|
(iv)
|
|
H. J. Heinz Company Supplemental Executive Retirement Plan, as
amended and restated effective November 12, 2008, is
incorporated herein by reference to Exhibit 10(a)(ii) to the
Companys Quarterly Report on
Form 10-Q
for the period ended October 29, 2008.
|
|
|
|
|
|
|
(v)
|
|
H. J. Heinz Company Executive Deferred Compensation Plan, as
amended and restated effective January 1, 2005, is
incorporated by reference to Exhibit 10(a)(xii) of the
Companys Quarterly Report on
Form 10-Q
for the period ended July 30, 2008.
|
|
|
|
|
|
|
(vi)
|
|
H. J. Heinz Company Stock Compensation Plan for Non-Employee
Directors is incorporated herein by reference to Appendix A
to the Companys Proxy Statement dated August 3, 1995.
|
|
|
|
|
|
|
(vii)
|
|
H. J. Heinz Company 1996 Stock Option Plan, as amended and
restated effective August 13, 2008, is incorporated herein
by reference to Exhibit 10(a)(vii) to the Companys
Quarterly Report on
Form 10-Q
for the period ended July 30, 2008.
|
|
|
|
|
|
|
(viii)
|
|
H. J. Heinz Company Deferred Compensation Plan for Directors is
incorporated herein by reference to Exhibit 10(a)(xiii) to the
Companys Annual Report on
Form 10-K
for the fiscal year ended April 29, 1998.
|
|
|
|
|
|
|
(ix)
|
|
H. J. Heinz Company 2000 Stock Option Plan, as amended and
restated effective August 13, 2008, is incorporated herein
by reference to Exhibit 10(a)(viii) to the Companys
Quarterly Report on
Form 10-Q
for the period ended July 30, 2008.
|
|
|
|
|
|
|
(x)
|
|
H. J. Heinz Company Executive Estate Life Insurance Program is
incorporated herein by reference to Exhibit 10(a)(xv) to
the Companys Annual Report on Form
10-K for the
fiscal year ended May 1, 2002.
|
|
|
|
|
|
|
(xi)
|
|
H. J. Heinz Company Senior Executive Incentive Compensation
Plan, as amended and restated effective January 1, 2008, is
incorporated herein by reference to Exhibit 10(a)(xiii) to
the Companys Quarterly Report on
Form 10-Q
for the period ending July 30, 2008.
|
79
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(xii)
|
|
Deferred Compensation Plan for Non-Employee Directors of
H. J. Heinz Company, as amended and restated effective
January 1, 2005, is incorporated herein by reference to
Exhibit 10(a)(x) to the Companys Quarterly Report on
Form 10-Q
for the quarterly period ended July 30, 2008.
|
|
|
|
|
|
|
(xiii)
|
|
Form of Stock Option Award and Agreement for U.S. Employees
is incorporated herein by reference to Exhibit 10(a) to the
Companys Quarterly Report on
Form 10-Q
for the quarterly period ended January 26, 2005.
|
|
|
|
|
|
|
(xiv)
|
|
Form of Stock Option Award and Agreement for U.S. Employees
Based in the U.K. on International Assignment is incorporated
herein by reference to Exhibit 10(a) to the Companys
Quarterly Report on
Form 10-Q
for the quarterly period ended January 26, 2005.
|
|
|
|
|
|
|
(xv)
|
|
Named Executive Officer Compensation
|
|
|
|
|
|
|
(xvi)
|
|
Form of Fiscal Year 2006 Restricted Stock Unit Award and
Agreement for U.S. Employees is incorporated herein by
reference to the Companys Annual Report on Form
10-K for the
fiscal year ended April 27, 2005.
|
|
|
|
|
|
|
(xvii)
|
|
Form of Fiscal Year 2006 Restricted Stock Unit Award and
Agreement for
non-U.S. Based
Employees is incorporated herein by reference to the
Companys Annual Report on Form
10-K for the
fiscal year ended April 27, 2005.
|
|
|
|
|
|
|
(xviii)
|
|
Form of Revised Severance Protection Agreement is incorporated
herein by reference to Exhibit 10(a)(i) to the
Companys Quarterly Report on
Form 10-Q
for the period ended October 29, 2008.
|
|
|
|
|
|
|
(xix)
|
|
Form of Fiscal Year 2007 Restricted Stock Unit Award and
Agreement is incorporated herein by reference to the
Companys Quarterly Report on
Form 10-Q
for the quarterly period ended November 1, 2006.
|
|
|
|
|
|
|
(xx)
|
|
Form of Fiscal Year 2008 Stock Option Award and Agreement
(U.S. Employees) is hereby incorporated by reference to the
Companys Quarterly Report on
Form 10-Q
for the quarterly period ended August 1, 2007.
|
|
|
|
|
|
|
(xxi)
|
|
Form of Stock Option Award and Agreement is hereby incorporated
by reference to the Companys Quarterly Report on
Form 10-Q
for the quarterly period ended August 1, 2007.
|
|
|
|
|
|
|
(xxii)
|
|
Form of Restricted Stock Unit Award and Agreement is hereby
incorporated by reference to the Companys Quarterly Report
on
Form 10-Q
for the quarterly period ended August 1, 2007.
|
|
|
|
|
|
|
(xxiii)
|
|
Form of Revised Fiscal Year 2008 Restricted Stock Unit Award and
Agreement is hereby incorporated by reference to the
Companys Quarterly Report on
Form 10-Q
for the quarterly period ended August 1, 2007.
|
|
|
|
|
|
|
(xxiv)
|
|
Form of Restricted Stock Award and Agreement
(U.S. Employees Retention) is hereby incorporated by
reference to the Companys Quarterly Report on
Form 10-Q
for the quarterly period ended August 1, 2007.
|
|
|
|
|
|
|
(xxv)
|
|
Third Amended and Restated Fiscal Year 2003 Stock Incentive Plan
is hereby incorporated herein by reference to
Exhibit 10(a)(ix) to the Companys Quarterly Report on
Form 10-Q
for the quarterly period ended July 30, 2008.
|
80
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(xxvi)
|
|
Third Amended and Restated Global Stock Purchase Plan is hereby
incorporated herein by reference to Exhibit 10(a)(xiv) to the
Companys Quarterly Report on
Form 10-Q
for the quarterly period ended July 30, 2008.
|
|
|
|
|
|
|
(xxvii)
|
|
Time Sharing Agreement dated as of September 14, 2007,
between H. J. Heinz Company and William R. Johnson incorporated
herein by reference to Exhibit 10.1 of the Companys
Form 8-K
dated September 14, 2007.
|
|
|
|
|
|
|
(xxviii)
|
|
H. J. Heinz Company Annual Incentive Plan, as amended and
restated effective January 1, 2008, is hereby incorporated
herein by reference to Exhibit 10(a)(xv) to the
Companys Quarterly Report on
Form 10-Q
for the quarterly period ended July 30, 2008.
|
|
|
|
|
|
|
(xxix)
|
|
Form of Stock Option Award and Agreement for U.K. Employees on
International Assignment incorporated herein by reference to
Exhibit 10(a)(xvii) to the Companys Quarterly Report
on
Form 10-Q
for the quarterly period ended July 30, 2008.
|
|
|
|
|
|
|
(xxx)
|
|
Form of Fiscal Year 2008 Restricted Stock Unit Award and
Agreement (U.S. EmployeesRetention).
|
|
|
|
|
|
|
(xxxi)
|
|
Form of Fiscal Year 2009 Restricted Stock Unit Award and
Agreement (U.S. Employees) is incorporated herein by
reference to Exhibit 10(a)(i) to the Companys
Quarterly Report on
Form 10-Q
for the quarterly period ended July 30, 2008.
|
|
|
|
|
|
|
(xxxii)
|
|
Form of Fiscal Year 2009 Long-Term Performance Program Award
Agreement (U.S. Employees) is incorporated herein by
reference to Exhibit 10(a)(iii) to the Companys
Quarterly Report on
Form 10-Q
for the quarterly period ended July 30, 2008.
|
|
|
|
|
|
|
(xxxiii)
|
|
Form of Fiscal Year 2009 Long-Term Performance Program Award
Agreement
(Non-U.S. Employees)
is incorporated herein by reference to Exhibit 10(a)(iv) to
the Companys Quarterly Report on
Form 10-Q
for the quarterly period ended July 30, 2008.
|
|
|
|
|
|
|
(xxxiv)
|
|
Form of Fiscal Year
2010-11
Long-Term Performance Program Award Agreement
(U.S. Employees)
|
|
|
|
|
|
|
(xxxv)
|
|
Form of Fiscal Year
2010-11
Long-Term Performance Program Award Agreement
(Non-U.S. Employees)
|
|
|
12.
|
|
Computation of Ratios of Earnings to Fixed Charges.
|
|
|
21.
|
|
Subsidiaries of the Registrant.
|
|
|
23.
|
|
Consent of PricewaterhouseCoopers LLP.
|
|
|
24.
|
|
Powers-of-attorney of the Companys directors.
|
|
|
31(a)
|
|
Rule 13a-14(a)/15d-14(a)
Certification by William R. Johnson.
|
|
|
31(b)
|
|
Rule 13a-14(a)/15d-14(a)
Certification by Arthur B. Winkleblack.
|
|
|
32(a)
|
|
Certification by the Chief Executive Officer Relating to the
Annual Report Containing Financial Statements.
|
|
|
32(b)
|
|
Certification by the Chief Financial Officer Relating to the
Annual Report Containing Financial Statements.
|
Copies of the exhibits listed above will be furnished upon
request to holders or beneficial holders of any class of the
Companys stock, subject to payment in advance of the cost
of reproducing the exhibits requested.
81
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Report to be signed on its behalf by the undersigned,
thereunto duly authorized, on June 17, 2009.
H. J. HEINZ COMPANY
(Registrant)
|
|
|
|
By:
|
/s/ Arthur
B. Winkleblack
|
Arthur B. Winkleblack
Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this Report has been signed below by the following persons
on behalf of the Registrant and in the capacities indicated, on
June 17, 2009.
|
|
|
Signature
|
|
Capacity
|
|
/s/ William
R. Johnson
William
R. Johnson
|
|
Chairman, President and
Chief Executive Officer
(Principal Executive Officer)
|
/s/ Arthur
B. Winkleblack
Arthur
B. Winkleblack
|
|
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
|
/s/ Edward
J. McMenamin
Edward
J. McMenamin
|
|
Senior Vice President-Finance and
Corporate Controller
(Principal Accounting Officer)
|
|
|
|
|
|
William R. Johnson
Charles E. Bunch
Leonard S. Coleman, Jr.
John G. Drosdick
Edith E. Holiday
Candace Kendle
Dean R. OHare
Nelson Peltz
Dennis H. Reilley
Lynn C. Swann
Thomas J. Usher
Michael F. Weinstein
|
|
Director }
Director }
Director }
Director }
Director }
Director }
Director }
Director }
Director }
Director }
Director }
Director }
|
|
By: /s/ Arthur
B. Winkleblack
Arthur
B. Winkleblack
Attorney-in-Fact
|
82
Schedule II
H. J.
Heinz Company and Subsidiaries
VALUATION
AND QUALIFYING ACCOUNTS AND RESERVES
Fiscal Years Ended April 29, 2009, April 30, 2008 and
May 2, 2007
(Thousands of Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
|
|
|
Charged to
|
|
|
|
|
|
|
|
|
Balance at
|
|
|
|
beginning
|
|
|
costs and
|
|
|
|
|
|
|
|
|
end of
|
|
Description
|
|
of period
|
|
|
expenses
|
|
|
Deductions
|
|
|
Exchange
|
|
|
period
|
|
|
Fiscal year ended April 29, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves deducted in the balance sheet from the assets to which
they apply:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables
|
|
$
|
15,687
|
|
|
$
|
3,967
|
|
|
$
|
6,585
|
|
|
$
|
(1,674
|
)
|
|
$
|
11,395
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal year ended April 30, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves deducted in the balance sheet from the assets to which
they apply:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables
|
|
$
|
14,706
|
|
|
$
|
2,918
|
|
|
$
|
3,684
|
|
|
$
|
1,747
|
|
|
$
|
15,687
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal year ended May 2, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves deducted in the balance sheet from the assets to which
they apply:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables
|
|
$
|
16,988
|
|
|
$
|
4,041
|
|
|
$
|
7,387
|
|
|
$
|
1,064
|
|
|
$
|
14,706
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXHIBIT INDEX
|
|
|
|
|
|
|
|
|
|
|
Description of Exhibit
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibits required to be filed by Item 601 of
Regulation S-K
are listed below. Documents not designated as being incorporated
herein by reference are filed herewith. The paragraph numbers
correspond to the exhibit numbers designated in Item 601 of
Regulation S-K.
|
|
|
3(i)
|
|
Third Amended and Restated Articles of Incorporation of H.J.
Heinz Company dated August 21, 2008, are incorporated
herein by reference to Exhibit 3(i) of the Companys
Quarterly Report on
Form 10-Q
for the quarterly period ended July 30, 2008.
|
|
|
3(ii)
|
|
The Companys By-Laws, as amended effective
January 21, 2009, are incorporated herein by reference to
Exhibit 3.2 of the Companys Current Report on
Form 8-K
filed on January 21, 2009.
|
|
|
4.
|
|
Except as set forth below, there are no instruments with respect
to long-term unregistered debt of the Company that involve
indebtedness or securities authorized thereunder in amounts that
exceed 10 percent of the total assets of the Company on a
consolidated basis. The Company agrees to furnish a copy of any
instrument or agreement defining the rights of holders of
long-term debt of the Company upon request of the Securities and
Exchange Commission.
|
|
|
|
|
(a)
|
|
The Indenture among the Company, H. J. Heinz Finance Company,
and Bank One, National Association dated as of July 6, 2001
relating to the H. J. Heinz Finance Companys $750,000,000
6.625% Guaranteed Notes due 2011, $700,000,000 6.00% Guaranteed
Notes due 2012 and $550,000,000 6.75% Guaranteed Notes due 2032
is incorporated herein by reference to Exhibit 4 of the
Companys Annual Report on
Form 10-K
for the fiscal year ended May 1, 2002.
|
|
|
|
|
(b)
|
|
Three-Year Credit Agreement dated April 29, 2009 among H.
J. Heinz Company, H.J. Heinz Finance Company, the Banks listed
on the signature pages thereto and JPMorgan Chase Bank, N.A. as
Administrative Agent is hereby incorporated by reference to
Exhibit 10.1 of the Companys Current Report on
Form 8-K
dated April 29, 2009.
|
|
|
|
|
(c)
|
|
364-Day
Credit Agreement dated April 29, 2009 among H. J. Heinz
Company, H. J. Heinz Finance Company, the Banks listed on the
signature pages thereto and JPMorgan Chase Bank, N.A. as
Administrative Agent is hereby incorporated by reference to
Exhibit 10.2 of the Companys Current Report on
Form 8-K
dated April 29, 2009.
|
|
|
|
|
(d)
|
|
Indenture among H.J. Heinz Company and Union Bank of California,
N.A. dated as of July 15, 2008.
|
|
|
10(a)
|
|
Management contracts and compensatory plans:
|
|
|
|
|
(i)
|
|
1986 Deferred Compensation Program for H. J. Heinz Company and
affiliated companies, as amended and restated in its entirety
effective January 1, 2005, is incorporated herein by
reference to Exhibit 10(a)(xi) to the Companys Annual
Report on
Form 10-Q
for the period ended July 30, 2008.
|
|
|
|
|
(ii)
|
|
H. J. Heinz Company 1990 Stock Option Plan, as amended and
restated effective August 13, 2008, is incorporated herein
by reference to Exhibit 10(a)(v) to the Companys
Quarterly Report on
Form 10-Q
for the period ended July 30, 2008.
|
|
|
|
|
(iii)
|
|
H. J. Heinz Company 1994 Stock Option Plan, as amended and
restated effective August 13, 2008, is incorporated herein
by reference to Exhibit 10(a)(vi) to the Companys
Quarterly Report on
Form 10-Q
for the period ended July 30, 2008.
|
|
|
|
|
(iv)
|
|
H. J. Heinz Company Supplemental Executive Retirement Plan, as
amended and restated effective November 12, 2008, is
incorporated herein by reference to Exhibit 10(a)(ii) to
the Companys Quarterly Report on
Form 10-Q
for the period ended October 29, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
Description of Exhibit
|
|
|
|
|
|
(v)
|
|
H. J. Heinz Company Executive Deferred Compensation Plan, as
amended and restated effective January 1, 2005, is
incorporated by reference to Exhibit 10(a)(xii) of the
Companys Quarterly Report on
Form 10-Q
for the period ended July 30, 2008.
|
|
|
|
|
(vi)
|
|
H. J. Heinz Company Stock Compensation Plan for Non-Employee
Directors is incorporated herein by reference to Appendix A
to the Companys Proxy Statement dated August 3, 1995.
|
|
|
|
|
(vii)
|
|
H. J. Heinz Company 1996 Stock Option Plan, as amended and
restated effective August 13, 2008, is incorporated herein
by reference to Exhibit 10(a)(vii) to the Companys
Quarterly Report on
Form 10-Q
for the period ended July 30, 2008.
|
|
|
|
|
(viii)
|
|
H. J. Heinz Company Deferred Compensation Plan for Directors is
incorporated herein by reference to Exhibit 10(a)(xiii) to
the Companys Annual Report on
Form 10-K
for the fiscal year ended April 29, 1998.
|
|
|
|
|
(ix)
|
|
H. J. Heinz Company 2000 Stock Option Plan, as amended and
restated effective August 13, 2008, is incorporated herein
by reference to Exhibit 10(a)(viii) to the Companys
Quarterly Report on
Form 10-Q
for the period ended July 30, 2008.
|
|
|
|
|
(x)
|
|
H. J. Heinz Company Executive Estate Life Insurance Program is
incorporated herein by reference to Exhibit 10(a)(xv) to
the Companys Annual Report on
Form 10-K
for the fiscal year ended May 1, 2002.
|
|
|
|
|
(xi)
|
|
H. J. Heinz Company Senior Executive Incentive Compensation
Plan, as amended and restated effective January 1, 2008, is
incorporated herein by reference to Exhibit 10(a)(xiii) to
the Companys Quarterly Report on
Form 10-Q
for the period ending July 30, 2008.
|
|
|
|
|
(xii)
|
|
Deferred Compensation Plan for Non-Employee Directors of H. J.
Heinz Company, as amended and restated effective January 1,
2005, is incorporated herein by reference to
Exhibit 10(a)(x) to the Companys Quarterly Report on
Form 10-Q
for the quarterly period ended July 30, 2008.
|
|
|
|
|
(xiii)
|
|
Form of Stock Option Award and Agreement for U.S. Employees
is incorporated herein by reference to Exhibit 10(a) to the
Companys Quarterly Report on
Form 10-Q
for the quarterly period ended January 26, 2005.
|
|
|
|
|
(xiv)
|
|
Form of Stock Option Award and Agreement for U.S. Employees
Based in the U.K. on International Assignment is incorporated
herein by reference to Exhibit 10(a) to the Companys
Quarterly Report on
Form 10-Q
for the quarterly period ended January 26, 2005.
|
|
|
|
|
(xv)
|
|
Named Executive Officer Compensation.
|
|
|
|
|
(xvi)
|
|
Form of Fiscal Year 2006 Restricted Stock Unit Award and
Agreement for U.S. Employees is incorporated herein by
reference to the Companys Annual Report on
Form 10-K
for the fiscal year ended April 27, 2005.
|
|
|
|
|
(xvii)
|
|
Form of Fiscal Year 2006 Restricted Stock Unit Award and
Agreement for
non-U.S. Based
Employees is incorporated herein by reference to the
Companys Annual Report on
Form 10-K
for the fiscal year ended April 27, 2005.
|
|
|
|
|
(xviii)
|
|
Form of Revised Severance Protection Agreement is incorporated
herein by reference to Exhibit 10(a)(i) to the
Companys Quarterly Report on
Form 10-Q
for the period ended October 29, 2008.
|
|
|
|
|
(xix)
|
|
Form of Fiscal Year 2007 Restricted Stock Unit Award and
Agreement is incorporated herein by reference to the
Companys Quarterly Report on
Form 10-Q
for the quarterly period ended November 1, 2006.
|
|
|
|
|
(xx)
|
|
Form of Fiscal Year 2008 Stock Option Award and Agreement
(U.S. Employees) is hereby incorporated by reference to the
Companys Quarterly Report on
Form 10-Q
for the quarterly period ended August 1, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
Description of Exhibit
|
|
|
|
|
|
(xxi)
|
|
Form of Stock Option Award and Agreement is hereby incorporated
by reference to the Companys Quarterly Report on Form
10-Q for the
quarterly period ended August 1, 2007.
|
|
|
|
|
(xxii)
|
|
Form of Restricted Stock Unit Award and Agreement is hereby
incorporated by reference to the Companys Quarterly Report
on Form 10-Q
for the quarterly period ended August 1, 2007.
|
|
|
|
|
(xxiii)
|
|
Form of Revised Fiscal Year 2008 Restricted Stock Unit Award and
Agreement is hereby incorporated by reference to the
Companys Quarterly Report on
Form 10-Q
for the quarterly period ended August 1, 2007.
|
|
|
|
|
(xxiv)
|
|
Form of Restricted Stock Award and Agreement
(U.S. Employees Retention) is hereby incorporated by
reference to the Companys Quarterly Report on
Form 10-Q
for the quarterly period ended August 1, 2007.
|
|
|
|
|
(xxv)
|
|
Third Amended and Restated Fiscal Year 2003 Stock Incentive Plan
is hereby incorporated herein by reference to
Exhibit 10(a)(ix) to the Companys Quarterly Report on
Form 10-Q
for the quarterly period ended July 30, 2008.
|
|
|
|
|
(xxvi)
|
|
Third Amended and Restated Global Stock Purchase Plan is hereby
incorporated herein by reference to Exhibit 10(a)(xiv) to
the Companys Quarterly Report on
Form 10-Q
for the quarterly period ended July 30, 2008.
|
|
|
|
|
(xxvii)
|
|
Time Sharing Agreement dated as of September 14, 2007,
between H. J. Heinz Company and William R. Johnson incorporated
herein by reference to Exhibit 10.1 of the Companys
Form 8-K
dated September 14, 2007.
|
|
|
|
|
(xxviii)
|
|
H. J. Heinz Company Annual Incentive Plan, as amended and
restated effective January 1, 2008, is hereby incorporated
herein by reference to Exhibit 10(a)(xv) to the
Companys Quarterly Report on
Form 10-Q
for the quarterly period ended July 30, 2008.
|
|
|
|
|
(xxix)
|
|
Form of Stock Option Award and Agreement for U.K. Employees on
International Assignment incorporated herein by reference to
Exhibit 10(a)(xvii) to the Companys Quarterly Report
on
Form 10-Q
for the quarterly period ended July 30, 2008.
|
|
|
|
|
(xxx)
|
|
Form of Fiscal Year 2008 Restricted Stock Unit Award and
Agreement (U.S. EmployeesRetention).
|
|
|
|
|
(xxxi)
|
|
Form of Fiscal Year 2009 Restricted Stock Unit Award and
Agreement (U.S. Employees) is incorporated herein by
reference to Exhibit 10(a)(i) to the Companys
Quarterly Report on
Form 10-Q
for the quarterly period ended July 30, 2008.
|
|
|
|
|
(xxxii)
|
|
Form of Fiscal Year 2009 Long-Term Performance Program Award
Agreement (U.S. Employees) is incorporated herein by
reference to Exhibit 10(a)(iii) to the Companys
Quarterly Report on
Form 10-Q
for the quarterly period ended July 30, 2008.
|
|
|
|
|
(xxxiii)
|
|
Form of Fiscal Year 2009 Long-Term Performance Program Award
Agreement
(Non-U.S. Employees)
is incorporated herein by reference to Exhibit 10(a)(iv) to
the Companys Quarterly Report on
Form 10-Q
for the quarterly period ended July 30, 2008.
|
|
|
|
|
(xxxiv)
|
|
Form of Fiscal Year
2010-11
Long-Term Performance Program Award Agreement
(U.S. Employees)
|
|
|
|
|
|
|
|
|
|
|
|
Description of Exhibit
|
|
|
|
|
|
(xxxv)
|
|
Form of Fiscal Year
2010-11
Long-Term Performance Program Award Agreement
(Non-U.S. Employees)
|
|
|
12.
|
|
Computation of Ratios of Earnings to Fixed Charges.
|
|
|
21.
|
|
Subsidiaries of the Registrant.
|
|
|
23.
|
|
Consent of PricewaterhouseCoopers LLP.
|
|
|
24.
|
|
Powers-of-attorney of the Companys directors.
|
|
|
31(a)
|
|
Rule 13a-14(a)/15d-14(a)
Certification by William R. Johnson.
|
|
|
31(b)
|
|
Rule 13a-14(a)/15d-14(a)
Certification by Arthur B. Winkleblack.
|
|
|
32(a)
|
|
Certification by the Chief Executive Officer Relating to the
Annual Report Containing Financial Statements.
|
|
|
32(b)
|
|
Certification by the Chief Financial Officer Relating to the
Annual Report Containing Financial Statements.
|