e10vq
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C.
20549
FORM 10-Q
|
|
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x
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|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended
January 26, 2011
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OR
|
o
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|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from
to
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Commission File Number 1-3385
H. J. HEINZ COMPANY
(Exact name of registrant as
specified in its charter)
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|
|
PENNSYLVANIA
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25-0542520
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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|
|
One PPG Place, Pittsburgh, Pennsylvania
(Address of Principal Executive
Offices)
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15222
(Zip Code)
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Registrants telephone number, including area code:
(412) 456-5700
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 X No
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 X No
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):
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|
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Large
accelerated filer X
|
Accelerated
filer
|
Non-accelerated
filer
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Smaller
reporting company
|
(Do not check if a smaller reporting company)
Indicate by check mark whether the Registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). Yes No X
The number of shares of the Registrants Common Stock, par
value $0.25 per share, outstanding as of January 26, 2011
was 321,820,883 shares.
PART I
FINANCIAL INFORMATION
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|
Item 1.
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Financial
Statements
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H. J.
HEINZ COMPANY AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF INCOME
|
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|
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Third Quarter Ended
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January 26, 2011
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January 27, 2010
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FY 2011
|
|
|
FY 2010
|
|
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(Unaudited)
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(In thousands, Except per
|
|
|
|
Share Amounts)
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Sales
|
|
$
|
2,722,350
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|
|
$
|
2,681,702
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|
Cost of products sold
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|
1,694,057
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1,676,436
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|
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Gross profit
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1,028,293
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|
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1,005,266
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Selling, general and administrative expenses
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589,895
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568,756
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|
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Operating income
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|
|
438,398
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|
|
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436,510
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|
Interest income
|
|
|
6,259
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|
|
|
4,166
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|
Interest expense
|
|
|
69,321
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|
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71,978
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Other expense, net
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1,321
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2,438
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|
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Income from continuing operations before income taxes
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374,015
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366,260
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Provision for income taxes
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97,488
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99,523
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Income from continuing operations
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|
276,527
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|
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|
266,737
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|
Loss from discontinued operations, net of tax
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|
|
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|
(35,588
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)
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|
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|
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Net income
|
|
|
276,527
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|
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|
231,149
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Less: Net income attributable to the noncontrolling interest
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2,742
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2,622
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Net income attributable to H. J. Heinz Company
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$
|
273,785
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$
|
228,527
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Income/(loss) per common share:
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Diluted
|
|
|
|
|
|
|
|
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Continuing operations attributable to H. J. Heinz Company common
shareholders
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$
|
0.84
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|
|
$
|
0.83
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Discontinued operations attributable to H. J. Heinz Company
common shareholders
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|
|
|
|
|
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(0.11
|
)
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|
|
|
|
|
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Net income attributable to H. J. Heinz Company common
shareholders
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|
$
|
0.84
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|
$
|
0.72
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|
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|
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|
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|
Average common shares outstandingdiluted
|
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|
324,199
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|
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|
318,036
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Basic
|
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|
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|
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Continuing operations attributable to H. J. Heinz Company common
shareholders
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|
$
|
0.85
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|
|
$
|
0.83
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|
Discontinued operations attributable to H. J. Heinz Company
common shareholders
|
|
|
|
|
|
|
(0.11
|
)
|
|
|
|
|
|
|
|
|
|
Net income attributable to H. J. Heinz Company common
shareholders
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|
$
|
0.85
|
|
|
$
|
0.72
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|
|
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Average common shares outstandingbasic
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321,277
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315,955
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|
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Cash dividends per share
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$
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0.45
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$
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0.42
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Amounts attributable to H. J. Heinz Company common shareholders:
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Income from continuing operations, net of tax
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|
$
|
273,785
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$
|
264,115
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Loss from discontinued operations, net of tax
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|
|
|
|
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(35,588
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)
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|
|
|
|
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Net income
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|
$
|
273,785
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|
$
|
228,527
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(Per share amounts may not add due to rounding)
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See Notes to Condensed Consolidated Financial Statements.
2
H. J.
HEINZ COMPANY AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF INCOME
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|
|
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Nine Months Ended
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January 26, 2011
|
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|
January 27, 2010
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FY 2011
|
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|
FY 2010
|
|
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(Unaudited)
|
|
|
|
(In thousands, Except per
|
|
|
|
Share Amounts)
|
|
|
Sales
|
|
$
|
7,817,798
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|
|
$
|
7,770,173
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|
Cost of products sold
|
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|
4,914,901
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|
|
|
4,939,349
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|
|
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Gross profit
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|
|
2,902,897
|
|
|
|
2,830,824
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|
Selling, general and administrative expenses
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|
|
1,641,985
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|
|
|
1,616,837
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|
|
|
|
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|
|
|
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Operating income
|
|
|
1,260,912
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|
|
|
1,213,987
|
|
Interest income
|
|
|
14,954
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|
|
|
40,341
|
|
Interest expense
|
|
|
203,401
|
|
|
|
226,592
|
|
Other expense, net
|
|
|
19,129
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|
|
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17,478
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|
|
|
|
|
|
|
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Income from continuing operations before income taxes
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|
|
1,053,336
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|
|
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1,010,258
|
|
Provision for income taxes
|
|
|
274,272
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|
|
|
273,301
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|
|
|
|
|
|
|
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Income from continuing operations
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|
|
779,064
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|
|
|
736,957
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|
Loss from discontinued operations, net of tax
|
|
|
|
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|
(49,389
|
)
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|
|
|
|
|
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Net income
|
|
|
779,064
|
|
|
|
687,568
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Less: Net income attributable to the noncontrolling interest
|
|
|
13,417
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|
|
|
15,042
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to H. J. Heinz Company
|
|
$
|
765,647
|
|
|
$
|
672,526
|
|
|
|
|
|
|
|
|
|
|
Income/(loss) per common share:
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
|
|
|
|
|
|
Continuing operations attributable to H. J. Heinz Company common
shareholders
|
|
$
|
2.37
|
|
|
$
|
2.27
|
|
Discontinued operations attributable to H. J. Heinz Company
common shareholders
|
|
|
|
|
|
|
(0.16
|
)
|
|
|
|
|
|
|
|
|
|
Net income attributable to H. J. Heinz Company common
shareholders
|
|
$
|
2.37
|
|
|
$
|
2.11
|
|
|
|
|
|
|
|
|
|
|
Average common shares outstandingdiluted
|
|
|
322,561
|
|
|
|
317,627
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
|
|
|
|
Continuing operations attributable to H. J. Heinz Company common
shareholders
|
|
$
|
2.39
|
|
|
$
|
2.28
|
|
Discontinued operations attributable to H. J. Heinz Company
common shareholders
|
|
|
|
|
|
|
(0.16
|
)
|
|
|
|
|
|
|
|
|
|
Net income attributable to H. J. Heinz Company common
shareholders
|
|
$
|
2.39
|
|
|
$
|
2.13
|
|
|
|
|
|
|
|
|
|
|
Average common shares outstandingbasic
|
|
|
319,613
|
|
|
|
315,519
|
|
|
|
|
|
|
|
|
|
|
Cash dividends per share
|
|
$
|
1.35
|
|
|
$
|
1.26
|
|
|
|
|
|
|
|
|
|
|
Amounts attributable to H. J. Heinz Company common shareholders:
|
|
|
|
|
|
|
|
|
Income from continuing operations, net of tax
|
|
$
|
765,647
|
|
|
$
|
721,915
|
|
Loss from discontinued operations, net of tax
|
|
|
|
|
|
|
(49,389
|
)
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
765,647
|
|
|
$
|
672,526
|
|
|
|
|
|
|
|
|
|
|
(Per share amounts may not add due to rounding)
|
|
|
|
|
|
|
|
|
See Notes to Condensed Consolidated Financial Statements.
3
H. J.
HEINZ COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
January 26, 2011
|
|
|
April 28, 2010*
|
|
|
|
FY 2011
|
|
|
FY 2010
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
(In Thousands)
|
|
|
Assets
|
Current Assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
1,052,035
|
|
|
$
|
483,253
|
|
Trade receivables, net
|
|
|
785,170
|
|
|
|
794,845
|
|
Other receivables, net
|
|
|
221,591
|
|
|
|
250,493
|
|
Inventories:
|
|
|
|
|
|
|
|
|
Finished goods and
work-in-process
|
|
|
1,115,214
|
|
|
|
979,543
|
|
Packaging material and ingredients
|
|
|
284,396
|
|
|
|
269,584
|
|
|
|
|
|
|
|
|
|
|
Total inventories
|
|
|
1,399,610
|
|
|
|
1,249,127
|
|
|
|
|
|
|
|
|
|
|
Prepaid expenses
|
|
|
149,001
|
|
|
|
130,819
|
|
Other current assets
|
|
|
110,590
|
|
|
|
142,588
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
3,717,997
|
|
|
|
3,051,125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment
|
|
|
4,791,756
|
|
|
|
4,465,640
|
|
Less accumulated depreciation
|
|
|
2,582,397
|
|
|
|
2,373,844
|
|
|
|
|
|
|
|
|
|
|
Total property, plant and equipment, net
|
|
|
2,209,359
|
|
|
|
2,091,796
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
|
2,921,258
|
|
|
|
2,770,918
|
|
Trademarks, net
|
|
|
974,073
|
|
|
|
895,138
|
|
Other intangibles, net
|
|
|
414,276
|
|
|
|
402,576
|
|
Other non-current assets
|
|
|
856,114
|
|
|
|
864,158
|
|
|
|
|
|
|
|
|
|
|
Total other non-current assets
|
|
|
5,165,721
|
|
|
|
4,932,790
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
11,093,077
|
|
|
$
|
10,075,711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
The year-end condensed consolidated balance sheet data was
derived from audited financial statements, but does not include
all disclosures required by accounting principles generally
accepted in the United States of America. |
See Notes to Condensed Consolidated Financial Statements.
4
H. J.
HEINZ COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
January 26, 2011
|
|
|
April 28, 2010*
|
|
|
|
FY 2011
|
|
|
FY 2010
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
(In Thousands)
|
|
|
Liabilities and Equity
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
Short-term debt
|
|
$
|
68,657
|
|
|
$
|
43,853
|
|
Portion of long-term debt due within one year
|
|
|
825,712
|
|
|
|
15,167
|
|
Trade payables
|
|
|
1,076,367
|
|
|
|
1,007,517
|
|
Other payables
|
|
|
138,600
|
|
|
|
121,997
|
|
Accrued marketing
|
|
|
326,948
|
|
|
|
288,579
|
|
Other accrued liabilities
|
|
|
608,159
|
|
|
|
667,653
|
|
Income taxes
|
|
|
92,128
|
|
|
|
30,593
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
3,136,571
|
|
|
|
2,175,359
|
|
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
|
3,749,963
|
|
|
|
4,559,152
|
|
Deferred income taxes
|
|
|
745,799
|
|
|
|
665,089
|
|
Non-pension postretirement benefits
|
|
|
219,436
|
|
|
|
216,423
|
|
Other non-current liabilities
|
|
|
529,346
|
|
|
|
511,192
|
|
|
|
|
|
|
|
|
|
|
Total long-term liabilities
|
|
|
5,244,544
|
|
|
|
5,951,856
|
|
|
|
|
|
|
|
|
|
|
Equity:
|
|
|
|
|
|
|
|
|
Capital stock
|
|
|
107,844
|
|
|
|
107,844
|
|
Additional capital
|
|
|
628,006
|
|
|
|
657,596
|
|
Retained earnings
|
|
|
7,186,743
|
|
|
|
6,856,033
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,922,593
|
|
|
|
7,621,473
|
|
Less:
|
|
|
|
|
|
|
|
|
Treasury stock at cost (109,276 shares at January 26,
2011 and 113,404 shares at April 28, 2010)
|
|
|
4,561,330
|
|
|
|
4,750,547
|
|
Accumulated other comprehensive loss
|
|
|
718,341
|
|
|
|
979,581
|
|
|
|
|
|
|
|
|
|
|
Total H. J. Heinz Company shareholders equity
|
|
|
2,642,922
|
|
|
|
1,891,345
|
|
Noncontrolling interest
|
|
|
69,040
|
|
|
|
57,151
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
2,711,962
|
|
|
|
1,948,496
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
$
|
11,093,077
|
|
|
$
|
10,075,711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
The year-end condensed consolidated balance sheet data was
derived from audited financial statements, but does not include
all disclosures required by accounting principles generally
accepted in the United States of America. |
See Notes to Condensed Consolidated Financial Statements.
5
H. J.
HEINZ COMPANY AND SUBSIDIARIES CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
January 26, 2011
|
|
|
January 27, 2010
|
|
|
|
FY 2011
|
|
|
FY 2010
|
|
|
|
(Unaudited)
|
|
|
|
(Thousands of Dollars)
|
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
779,064
|
|
|
$
|
687,568
|
|
Adjustments to reconcile net income to cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
181,002
|
|
|
|
183,912
|
|
Amortization
|
|
|
31,371
|
|
|
|
35,524
|
|
Deferred tax provision
|
|
|
121,627
|
|
|
|
204,246
|
|
Pension contributions
|
|
|
(16,288
|
)
|
|
|
(242,404
|
)
|
Other items, net
|
|
|
78,882
|
|
|
|
146,728
|
|
Changes in current assets and liabilities, excluding effects of
acquisitions and divestitures:
|
|
|
|
|
|
|
|
|
Receivables (includes proceeds from securitization)
|
|
|
57,305
|
|
|
|
157,902
|
|
Inventories
|
|
|
(105,498
|
)
|
|
|
(81,201
|
)
|
Prepaid expenses and other current assets
|
|
|
(2,329
|
)
|
|
|
6,240
|
|
Accounts payable
|
|
|
35,068
|
|
|
|
(112,512
|
)
|
Accrued liabilities
|
|
|
(80,043
|
)
|
|
|
61,210
|
|
Income taxes
|
|
|
61,394
|
|
|
|
(45,091
|
)
|
|
|
|
|
|
|
|
|
|
Cash provided by operating activities
|
|
|
1,141,555
|
|
|
|
1,002,122
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(195,218
|
)
|
|
|
(150,419
|
)
|
Proceeds from disposals of property, plant and equipment
|
|
|
4,947
|
|
|
|
1,334
|
|
Acquisitions, net of cash acquired
|
|
|
(135,409
|
)
|
|
|
(11,428
|
)
|
Change in restricted cash
|
|
|
(9,900
|
)
|
|
|
192,736
|
|
Other items, net
|
|
|
(1,545
|
)
|
|
|
13,155
|
|
|
|
|
|
|
|
|
|
|
Cash (used for)/provided by investing activities
|
|
|
(337,125
|
)
|
|
|
45,378
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
Payments on long-term debt
|
|
|
(36,788
|
)
|
|
|
(622,704
|
)
|
Proceeds from long-term debt
|
|
|
222,023
|
|
|
|
440,117
|
|
Net payments on commercial paper and short-term debt
|
|
|
(160,275
|
)
|
|
|
(253,168
|
)
|
Dividends
|
|
|
(434,085
|
)
|
|
|
(399,615
|
)
|
Exercise of stock options
|
|
|
129,049
|
|
|
|
22,465
|
|
Acquisition of subsidiary shares from noncontrolling interest
|
|
|
|
|
|
|
(61,948
|
)
|
Other items, net
|
|
|
23,091
|
|
|
|
9,300
|
|
|
|
|
|
|
|
|
|
|
Cash used for financing activities
|
|
|
(256,985
|
)
|
|
|
(865,553
|
)
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
21,337
|
|
|
|
7,215
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
|
568,782
|
|
|
|
189,162
|
|
Cash and cash equivalents at beginning of year
|
|
|
483,253
|
|
|
|
373,145
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
1,052,035
|
|
|
$
|
562,307
|
|
|
|
|
|
|
|
|
|
|
See Notes to Condensed Consolidated Financial Statements.
6
H. J.
HEINZ COMPANY AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
|
(1)
|
Basis of
Presentation
|
The interim condensed consolidated financial statements of H. J.
Heinz Company, together with its subsidiaries (collectively
referred to as the Company), are unaudited. In the
opinion of management, all adjustments, which are of a normal
and recurring nature, except those which have been disclosed
elsewhere in this Quarterly Report on
Form 10-Q,
necessary for a fair statement of the results of operations of
these interim periods, have been included. The results for
interim periods are not necessarily indicative of the results to
be expected for the full fiscal year due to the seasonal nature
of the Companys business. Certain prior year amounts have
been reclassified to conform with the Fiscal 2011 presentation.
These statements should be read in conjunction with the
Companys consolidated financial statements and related
notes, and managements discussion and analysis of
financial condition and results of operations which appear in
the Companys Annual Report on
Form 10-K
for the year ended April 28, 2010.
|
|
(2)
|
Recently
Issued Accounting Standards
|
In December 2010, the Financial Accounting Standards Board
(FASB) issued an amendment to the disclosure
requirements for Business Combinations. This amendment clarifies
that if a public entity is required to disclose pro forma
information for business combinations, the entity should
disclose such pro forma information as though the business
combination(s) that occurred during the current year had
occurred as of the beginning of the comparable prior annual
reporting period only. This amendment also expands the
supplemental pro forma disclosures for business combinations to
include a description of the nature and amount of material
nonrecurring pro forma adjustments directly attributable to the
business combination included in reported pro forma revenue and
earnings. The Company is required to adopt this amendment on
April 28, 2011, the first day of Fiscal 2012 for any
business combinations that are material on an individual or
aggregate basis.
In December 2010, the FASB issued an amendment to the accounting
requirements for Goodwill and Other Intangibles. This amendment
modifies Step 1 of the goodwill impairment test for reporting
units with zero or negative carrying amounts. For those
reporting units, an entity is required to perform Step 2 of the
goodwill impairment test if it is more likely than not that a
goodwill impairment exists. In determining whether it is more
likely than not that a goodwill impairment exists, an entity
should consider whether there are any adverse qualitative
factors indicating that impairment may exist. The Company is
required to adopt this amendment on April 28, 2011, the
first day of Fiscal 2012 and this adoption is not expected to
have a material impact on the Companys financial
statements.
In June 2009, the FASB issued an amendment to the accounting and
disclosure requirements for transfers of financial assets. This
amendment removes the concept of a qualifying special-purpose
entity and requires that a transferor recognize and initially
measure at fair value all assets obtained and liabilities
incurred as a result of a transfer of financial assets accounted
for as a sale. This amendment also requires additional
disclosures about any transfers of financial assets and a
transferors continuing involvement with transferred
financial assets. The Company adopted this amendment on
April 29, 2010, the first day of Fiscal 2011. This adoption
did not have a material impact on the Companys financial
statements. Refer to Note 14 for additional information.
In June 2009, the FASB issued an amendment to the accounting and
disclosure requirements for variable interest entities. This
amendment changes how a reporting entity determines when an
entity that is insufficiently capitalized or is not controlled
through voting (or similar rights)
7
should be consolidated. The determination of whether a reporting
entity is required to consolidate another entity is based on,
among other things, the purpose and design of the other entity
and the reporting entitys ability to direct the activities
of the other entity that most significantly impact its economic
performance. The amendment also requires additional disclosures
about a reporting entitys involvement with variable
interest entities and any significant changes in risk exposure
due to that involvement. A reporting entity is required to
disclose how its involvement with a variable interest entity
affects the reporting entitys financial statements. The
Company adopted this amendment on April 29, 2010, the first
day of Fiscal 2011. This adoption did not have a material impact
on the Companys financial statements.
|
|
(3)
|
Discontinued
Operations
|
During the third quarter of Fiscal 2010, the Company completed
the sale of its Appetizers And, Inc. frozen hors doeuvres
business which was previously reported within the
U.S. Foodservice segment, resulting in a $14.5 million
pre-tax ($10.4 million after-tax) loss. Also during the
third quarter of Fiscal 2010, the Company completed the sale of
its private label frozen desserts business in the U.K.,
resulting in a $31.4 million pre-tax ($23.6 million
after-tax) loss. During the second quarter of Fiscal 2010, the
Company completed the sale of its Kabobs frozen hors
doeuvres business which was previously reported within the
U.S. Foodservice segment, resulting in a $15.0 million
pre-tax ($10.9 million after-tax) loss. The losses on each
of these transactions were recorded in discontinued operations.
In accordance with accounting principles generally accepted in
the United States of America, the operating results related to
these businesses have been included in discontinued operations
in the Companys consolidated statements of income for all
periods presented. These discontinued operations generated sales
of $10.9 million and a net loss of $1.6 million (net
of a $0.5 million tax benefit) for the third quarter ended
January 27, 2010. These discontinued operations generated
sales of $63.7 million and a net loss of $4.5 million
(net of a $1.8 million tax benefit) for the nine months
ended January 27, 2010.
On November 2, 2010, the Company acquired Foodstar Holding
Pte (Foodstar), a manufacturer of soy sauces and
fermented bean curd in China for $165.4 million in cash,
which includes $30.0 million of acquired cash, as well as a
contingent earn-out payment in Fiscal 2014 based upon certain
net sales and EBITDA (earnings before interest, taxes,
depreciation and amortization) targets during Fiscal Years 2013
and 2014. In accordance with accounting principles generally
accepted in the United States of America, a liability of
$44.5 million was recognized for an estimate of the
acquisition date fair value of the earn-out and is included in
the Other non-current liabilities line item of our condensed
consolidated balance sheet as of January 26, 2011. Any
change in the fair value of the earn-out subsequent to the
acquisition date, including an increase resulting from the
passage of time, will be recognized in earnings in the period of
the estimated fair value change. A change in fair value of the
earn-out could have a material impact on the Companys
earnings in the period of the change in estimate.
The Foodstar acquisition has been accounted for as a business
combination and, accordingly, the purchase price has been
allocated to the assets and liabilities based upon their
estimated fair values as of the acquisition date. The
allocations of the purchase price resulted in goodwill of
$82.6 million, which was assigned to the Asia/Pacific
segment and is not deductible for tax purposes. In addition
$72.5 million of intangible assets were acquired,
$43.4 million of which relate to trademarks and are not
subject to amortization.
During the third quarter of Fiscal 2010, the Company acquired
Arthurs Fresh Company, a chilled smoothies business in
Canada for approximately $11 million in cash as well as an
insignificant amount of contingent consideration which is
scheduled to be paid in Fiscal 2013.
8
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 comparable prior period, would not be materially different
from the results reported. There are no significant options or
commitments associated with any of the acquisitions.
During Fiscal 2010, the Company acquired the remaining 49%
interest in Cairo Food Industries, S.A.E, an Egyptian subsidiary
of the Company that manufactures ketchup, condiments and sauces,
for $61.9 million. The purchase has been accounted for
primarily as a reduction in additional capital and
noncontrolling interest on the consolidated statements of
equity. Prior to the transaction, the Company was the owner of
51% of the business.
|
|
(5)
|
Goodwill
and Other Intangible Assets
|
Changes in the carrying amount of goodwill for the nine months
ended January 26, 2011 and fiscal year ended April 28,
2010, by reportable segment, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer
|
|
|
|
|
|
|
|
|
U.S.
|
|
|
Rest of
|
|
|
|
|
|
|
Products
|
|
|
Europe
|
|
|
Asia/Pacific
|
|
|
Foodservice
|
|
|
World
|
|
|
Total
|
|
|
|
(Thousands of Dollars)
|
|
|
Balance at April 29, 2009
|
|
$
|
1,074,841
|
|
|
$
|
1,090,998
|
|
|
$
|
248,222
|
|
|
$
|
260,523
|
|
|
$
|
13,204
|
|
|
$
|
2,687,788
|
|
Acquisitions
|
|
|
6,378
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,378
|
|
Purchase accounting adjustments
|
|
|
|
|
|
|
(895
|
)
|
|
|
(3,030
|
)
|
|
|
|
|
|
|
|
|
|
|
(3,925
|
)
|
Disposals
|
|
|
|
|
|
|
(483
|
)
|
|
|
|
|
|
|
(2,849
|
)
|
|
|
|
|
|
|
(3,332
|
)
|
Translation adjustments
|
|
|
21,672
|
|
|
|
17,124
|
|
|
|
44,233
|
|
|
|
|
|
|
|
980
|
|
|
|
84,009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at April 28, 2010
|
|
|
1,102,891
|
|
|
|
1,106,744
|
|
|
|
289,425
|
|
|
|
257,674
|
|
|
|
14,184
|
|
|
|
2,770,918
|
|
Acquisitions
|
|
|
|
|
|
|
|
|
|
|
82,606
|
|
|
|
|
|
|
|
|
|
|
|
82,606
|
|
Purchase accounting adjustments
|
|
|
|
|
|
|
(278
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(278
|
)
|
Translation adjustments
|
|
|
2,211
|
|
|
|
45,873
|
|
|
|
19,458
|
|
|
|
|
|
|
|
470
|
|
|
|
68,012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 26, 2011
|
|
$
|
1,105,102
|
|
|
$
|
1,152,339
|
|
|
$
|
391,489
|
|
|
$
|
257,674
|
|
|
$
|
14,654
|
|
|
$
|
2,921,258
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the third quarter of Fiscal 2011, the Company acquired
Foodstar and a preliminary purchase price allocation was
recorded. The Company expects to finalize the purchase price
allocation related to the Foodstar acquisition upon completion
of third party valuation procedures. All of the purchase
accounting adjustments reflected in the above table relate to
acquisitions completed prior to April 30, 2009, the first
day of Fiscal 2010. Total goodwill accumulated impairment losses
for the Company were $84.7 million consisting of
$54.5 million for Europe, $2.7 million for
Asia/Pacific and $27.4 million for Rest of World as of
April 29, 2009, April 28, 2010 and January 26,
2011.
9
Trademarks and other intangible assets at January 26, 2011
and April 28, 2010, subject to amortization expense, are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 26, 2011
|
|
|
April 28, 2010
|
|
|
|
|
|
|
Accum
|
|
|
|
|
|
|
|
|
Accum
|
|
|
|
|
|
|
Gross
|
|
|
Amort
|
|
|
Net
|
|
|
Gross
|
|
|
Amort
|
|
|
Net
|
|
|
|
(Thousands of Dollars)
|
|
|
Trademarks
|
|
$
|
286,083
|
|
|
$
|
(79,559
|
)
|
|
$
|
206,524
|
|
|
$
|
267,435
|
|
|
$
|
(73,500
|
)
|
|
$
|
193,935
|
|
Licenses
|
|
|
208,186
|
|
|
|
(156,797
|
)
|
|
|
51,389
|
|
|
|
208,186
|
|
|
|
(152,509
|
)
|
|
|
55,677
|
|
Recipes/processes
|
|
|
88,520
|
|
|
|
(30,258
|
)
|
|
|
58,262
|
|
|
|
78,080
|
|
|
|
(26,714
|
)
|
|
|
51,366
|
|
Customer-related assets
|
|
|
195,811
|
|
|
|
(52,201
|
)
|
|
|
143,610
|
|
|
|
180,302
|
|
|
|
(43,316
|
)
|
|
|
136,986
|
|
Other
|
|
|
78,549
|
|
|
|
(55,107
|
)
|
|
|
23,442
|
|
|
|
66,807
|
|
|
|
(54,157
|
)
|
|
|
12,650
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
857,149
|
|
|
$
|
(373,922
|
)
|
|
$
|
483,227
|
|
|
$
|
800,810
|
|
|
$
|
(350,196
|
)
|
|
$
|
450,614
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization expense for trademarks and other intangible assets
was $7.0 million and $6.7 million for the third
quarters ended January 26, 2011 and January 27, 2010
respectively, and $20.8 million and $20.6 million for
the nine months ended January 26, 2011 and January 27,
2010, respectively. Based upon the amortizable intangible assets
recorded on the balance sheet as of January 26, 2011,
annual amortization expense for each of the next five fiscal
years is estimated to be approximately $28 million.
Intangible assets not subject to amortization at
January 26, 2011 totaled $905.1 million and consisted
of $767.5 million of trademarks, $118.0 million of
recipes/processes, and $19.6 million of licenses.
Intangible assets not subject to amortization at April 28,
2010 totaled $847.1 million and consisted of
$701.2 million of trademarks, $113.8 million of
recipes/processes, and $32.1 million of licenses.
The total amount of gross unrecognized tax benefits for
uncertain tax positions, including positions impacting only the
timing of tax benefits, was $54.7 million and
$57.1 million, on January 26, 2011 and April 28,
2010, respectively. The amount of unrecognized tax benefits
that, if recognized, would impact the effective tax rate was
$31.3 million and $38.2 million, on January 26,
2011 and April 28, 2010, respectively. It is reasonably
possible that the amount of unrecognized tax benefits will
decrease by as much as $29.8 million in the next
12 months primarily due to the progression of federal,
state and foreign audits in process along with the expiration of
statutes of limitations in various foreign and state tax
jurisdictions.
The Company classifies interest and penalties on tax
uncertainties as a component of the provision for income taxes.
The total amount of interest and penalties accrued at
January 26, 2011 was $15.9 million and
$1.1 million, respectively. The corresponding amounts of
accrued interest and penalties at April 28, 2010 were
$17.3 million and $1.2 million, respectively.
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 Australia, Canada, Italy,
the United Kingdom and the United States. The Company has
substantially concluded all national income tax matters for
years through Fiscal 2008 for the United Kingdom, through Fiscal
2007 for the U.S. and Italy, and through Fiscal 2006 in
Australia and Canada.
The effective tax rate for the nine months ended
January 26, 2011 was 26.0% compared to 27.1% last year. The
decrease in the effective tax rate is primarily the result of
the current year release
10
of valuation allowances related to state tax loss and credit
carryforwards resulting from a reorganization plan, increased
benefits from foreign tax planning, and increased profits in
lower tax rate jurisdictions. These were partially offset by
higher repatriation costs in the current year, a current year
accrual for a state tax uncertainty, and benefits in the prior
year resulting from resolutions and settlements of federal,
state, and foreign uncertain tax matters.
|
|
(7)
|
Employees
Stock Incentive Plans and Management Incentive Plans
|
At January 26, 2011, 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, as
described on pages 61 to 66 of the Companys Annual Report
on
Form 10-K
for the fiscal year ended April 28, 2010. The compensation
cost related to these plans recognized in general and
administrative expenses (G&A), and the related
tax benefit was $8.8 million and $2.8 million for the
third quarter ended January 26, 2011 and $24.7 million
and $7.9 million for the nine months ended January 26,
2011, respectively. The compensation cost related to these plans
recognized in G&A, and the related tax benefit was
$8.1 million and $2.5 million for the third quarter
ended January 27, 2010 and $25.4 million and
$7.9 million for the nine months ended January 27,
2010, respectively.
The Company granted 1,730,515 and 1,755,714 option awards to
employees during the nine months ended January 26, 2011 and
January 27, 2010, respectively. The weighted average fair
value per share of the options granted during the nine months
ended January 26, 2011 and January 27, 2010, as
computed using the Black-Scholes pricing model, was $5.36 and
$4.70, respectively. These awards were sourced from the 2000
Stock Option Plan and Fiscal Year 2003 Stock Incentive Plan. The
weighted average assumptions used to estimate the fair values
are as follows:
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
January 26,
|
|
January 27,
|
|
|
2011
|
|
2010
|
|
Dividend yield
|
|
|
3.9
|
%
|
|
|
4.3
|
%
|
Expected volatility
|
|
|
20.5
|
%
|
|
|
20.2
|
%
|
Weighted-average expected life (in years)
|
|
|
5.5
|
|
|
|
5.5
|
|
Risk-free interest rate
|
|
|
1.7
|
%
|
|
|
2.7
|
%
|
The Company granted 473,056 and 511,432 restricted stock units
to employees during the nine months ended January 26, 2011
and January 27, 2010 at weighted average grant prices of
$46.55 and $39.09, respectively.
In the first quarter of Fiscal 2011, 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 two-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 April 28, 2010. 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 2012 year end, plus
dividends paid over the two year performance period. The
compensation cost related to LTPP awards recognized in G&A,
and the related tax benefit was $5.7 million and
$2.0 million for the third quarter ended January 26,
2011 and $18.3 million and $6.4 million for the nine
months ended January 26, 2011, respectively. The
compensation cost related to LTPP awards recognized in G&A,
and the related
11
tax benefit was $7.2 million and $2.4 million for the
third quarter ended January 27, 2010 and $15.2 million
and $5.1 million for the nine months ended January 27,
2010, respectively.
|
|
(8)
|
Pensions
and Other Post-Retirement Benefits
|
The components of net periodic benefit cost are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third Quarter Ended
|
|
|
|
January 26, 2011
|
|
|
January 27, 2010
|
|
|
January 26, 2011
|
|
|
January 27, 2010
|
|
|
|
Pension Benefits
|
|
|
Other Retiree Benefits
|
|
|
|
(Thousands of Dollars)
|
|
|
Service cost
|
|
$
|
8,169
|
|
|
$
|
8,528
|
|
|
$
|
1,581
|
|
|
$
|
1,507
|
|
Interest cost
|
|
|
35,806
|
|
|
|
37,803
|
|
|
|
3,184
|
|
|
|
3,785
|
|
Expected return on plan assets
|
|
|
(57,745
|
)
|
|
|
(53,560
|
)
|
|
|
|
|
|
|
|
|
Amortization of prior service cost/(credit)
|
|
|
622
|
|
|
|
521
|
|
|
|
(1,288
|
)
|
|
|
(948
|
)
|
Amortization of unrecognized loss
|
|
|
19,536
|
|
|
|
13,523
|
|
|
|
401
|
|
|
|
135
|
|
Settlement charge
|
|
|
861
|
|
|
|
498
|
|
|
|
|
|
|
|
|
|
Curtailment gain
|
|
|
|
|
|
|
(297
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost
|
|
|
7,249
|
|
|
|
7,016
|
|
|
|
3,878
|
|
|
|
4,479
|
|
Less periodic benefit cost associated with discontinued
operations
|
|
|
|
|
|
|
132
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Periodic benefit cost associated with continuing operations
|
|
$
|
7,249
|
|
|
$
|
6,884
|
|
|
$
|
3,878
|
|
|
$
|
4,479
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
January 26, 2011
|
|
|
January 27, 2010
|
|
|
January 26, 2011
|
|
|
January 27, 2010
|
|
|
|
Pension Benefits
|
|
|
Other Retiree Benefits
|
|
|
|
(Thousands of Dollars)
|
|
|
Service cost
|
|
$
|
24,002
|
|
|
$
|
24,314
|
|
|
$
|
4,709
|
|
|
$
|
4,476
|
|
Interest cost
|
|
|
105,597
|
|
|
|
112,803
|
|
|
|
9,500
|
|
|
|
11,282
|
|
Expected return on plan assets
|
|
|
(170,315
|
)
|
|
|
(159,335
|
)
|
|
|
|
|
|
|
|
|
Amortization of prior service cost/(credit)
|
|
|
1,830
|
|
|
|
1,598
|
|
|
|
(3,869
|
)
|
|
|
(2,849
|
)
|
Amortization of unrecognized loss
|
|
|
57,892
|
|
|
|
40,458
|
|
|
|
1,203
|
|
|
|
405
|
|
Settlement charge
|
|
|
861
|
|
|
|
2,587
|
|
|
|
|
|
|
|
|
|
Curtailment gain
|
|
|
|
|
|
|
(297
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost
|
|
|
19,867
|
|
|
|
22,128
|
|
|
|
11,543
|
|
|
|
13,314
|
|
Less periodic benefit cost associated with discontinued
operations
|
|
|
|
|
|
|
924
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Periodic benefit cost associated with continuing operations
|
|
$
|
19,867
|
|
|
$
|
21,204
|
|
|
$
|
11,543
|
|
|
$
|
13,314
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12
During the first nine months of Fiscal 2011, the Company
contributed $16 million to these defined benefit plans. The
Company expects to make combined cash contributions of less than
$30 million in Fiscal 2011; however actual contributions
may be affected by pension asset and liability valuations during
the year.
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 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 and sells products in all of the Companys
categories.
Asia/PacificThis segment includes the Companys
operations in Australia, New Zealand, India, Japan, China, South
Korea, Indonesia, and Singapore. This segments operations
include products in all of the Companys categories.
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, frozen
soups and desserts.
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. Inter-segment revenues, items below
the operating income line of the consolidated statements of
income, and certain costs associated with the corporation-wide
productivity initiatives in the prior year are not presented by
segment, since they are not reflected in the measure of segment
profitability reviewed by the Companys management.
13
The following table presents information about the
Companys reportable segments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third Quarter Ended
|
|
|
Nine Months Ended
|
|
|
|
January 26, 2011
|
|
|
January 27, 2010
|
|
|
January 26, 2011
|
|
|
January 27, 2010
|
|
|
|
FY 2011
|
|
|
FY 2010
|
|
|
FY 2011
|
|
|
FY 2010
|
|
|
|
(Thousands of Dollars)
|
|
|
Net external sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North American Consumer Products
|
|
$
|
839,296
|
|
|
$
|
815,042
|
|
|
$
|
2,404,033
|
|
|
$
|
2,333,795
|
|
Europe
|
|
|
831,898
|
|
|
|
878,263
|
|
|
|
2,343,340
|
|
|
|
2,493,054
|
|
Asia/Pacific
|
|
|
583,972
|
|
|
|
500,060
|
|
|
|
1,673,517
|
|
|
|
1,461,251
|
|
U.S. Foodservice
|
|
|
353,320
|
|
|
|
355,091
|
|
|
|
1,044,272
|
|
|
|
1,064,549
|
|
Rest of World
|
|
|
113,864
|
|
|
|
133,246
|
|
|
|
352,636
|
|
|
|
417,524
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Totals
|
|
$
|
2,722,350
|
|
|
$
|
2,681,702
|
|
|
$
|
7,817,798
|
|
|
$
|
7,770,173
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North American Consumer Products
|
|
$
|
235,442
|
|
|
$
|
207,048
|
|
|
$
|
630,486
|
|
|
$
|
592,121
|
|
Europe
|
|
|
163,490
|
|
|
|
156,094
|
|
|
|
414,282
|
|
|
|
420,089
|
|
Asia/Pacific
|
|
|
43,211
|
|
|
|
47,574
|
|
|
|
173,087
|
|
|
|
153,882
|
|
U.S. Foodservice
|
|
|
47,778
|
|
|
|
42,383
|
|
|
|
138,393
|
|
|
|
116,699
|
|
Rest of World
|
|
|
8,001
|
|
|
|
16,771
|
|
|
|
36,669
|
|
|
|
55,740
|
|
Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Operating(a)
|
|
|
(59,524
|
)
|
|
|
(33,360
|
)
|
|
|
(132,005
|
)
|
|
|
(108,795
|
)
|
Upfront productivity charges(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15,749
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Totals
|
|
$
|
438,398
|
|
|
$
|
436,510
|
|
|
$
|
1,260,912
|
|
|
$
|
1,213,987
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Includes corporate overhead, intercompany eliminations and
charges not directly attributable to operating segments.
|
|
|
(b)
|
Includes costs associated with targeted workforce reductions and
asset write-offs related to a factory closure, both of which
were part of a corporation-wide initiative to improve
productivity.
|
The Companys revenues are generated via the sale of
products in the following categories:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third Quarter Ended
|
|
|
Nine Months Ended
|
|
|
|
January 26, 2011
|
|
|
January 27, 2010
|
|
|
January 26, 2011
|
|
|
January 27, 2010
|
|
|
|
FY 2011
|
|
|
FY 2010
|
|
|
FY 2011
|
|
|
FY 2010
|
|
|
|
|
|
|
(Thousands of Dollars)
|
|
|
|
|
|
Ketchup and Sauces
|
|
$
|
1,139,184
|
|
|
$
|
1,087,155
|
|
|
$
|
3,345,108
|
|
|
$
|
3,266,101
|
|
Meals and Snacks
|
|
|
1,148,823
|
|
|
|
1,176,485
|
|
|
|
3,145,174
|
|
|
|
3,205,882
|
|
Infant/Nutrition
|
|
|
284,614
|
|
|
|
280,454
|
|
|
|
846,663
|
|
|
|
863,982
|
|
Other
|
|
|
149,729
|
|
|
|
137,608
|
|
|
|
480,853
|
|
|
|
434,208
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
2,722,350
|
|
|
$
|
2,681,702
|
|
|
$
|
7,817,798
|
|
|
$
|
7,770,173
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14
|
|
(10)
|
Income
Per Common Share
|
The following are reconciliations of income from continuing
operations to income from continuing operations applicable to
common stock and the number of common shares outstanding used to
calculate basic EPS to those shares used to calculate diluted
EPS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third Quarter Ended
|
|
|
Nine Months Ended
|
|
|
|
January 26, 2011
|
|
|
January 27, 2010
|
|
|
January 26, 2011
|
|
|
January 27, 2010
|
|
|
|
FY 2011
|
|
|
FY 2010
|
|
|
FY 2011
|
|
|
FY 2010
|
|
|
|
(In Thousands)
|
|
|
Income from continuing operations attributable to H. J. Heinz
Company
|
|
$
|
273,785
|
|
|
$
|
264,115
|
|
|
$
|
765,647
|
|
|
$
|
721,915
|
|
Allocation to participating securities
|
|
|
630
|
|
|
|
580
|
|
|
|
1,583
|
|
|
|
1,863
|
|
Preferred dividends
|
|
|
3
|
|
|
|
3
|
|
|
|
9
|
|
|
|
9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations applicable to common stock
|
|
$
|
273,152
|
|
|
$
|
263,532
|
|
|
$
|
764,055
|
|
|
$
|
720,043
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average common shares outstandingbasic
|
|
|
321,277
|
|
|
|
315,955
|
|
|
|
319,613
|
|
|
|
315,519
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible preferred stock
|
|
|
104
|
|
|
|
105
|
|
|
|
104
|
|
|
|
105
|
|
Stock options, restricted stock and the global stock purchase
plan
|
|
|
2,818
|
|
|
|
1,976
|
|
|
|
2,844
|
|
|
|
2,003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average common shares outstandingdiluted
|
|
|
324,199
|
|
|
|
318,036
|
|
|
|
322,561
|
|
|
|
317,627
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In Fiscal 2010, the Company adopted accounting guidance for
determining whether instruments granted in share-based payment
transactions are participating securities. This guidance states
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.
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 2.3 million shares of
common stock for the third quarter and nine months ended
January 26, 2011 and 4.3 million shares of common
stock for the third quarter and nine months ended
January 27, 2010 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 2017.
15
|
|
(11)
|
Comprehensive
Income
|
The following table provides a summary of comprehensive income
attributable to H. J. Heinz Company:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third Quarter Ended
|
|
|
Nine Months Ended
|
|
|
|
January 26, 2011
|
|
|
January 27, 2010
|
|
|
January 26, 2011
|
|
|
January 27, 2010
|
|
|
|
FY 2011
|
|
|
FY 2010
|
|
|
FY 2011
|
|
|
FY 2010
|
|
|
|
|
|
|
(Thousands of Dollars)
|
|
|
|
|
|
Net income
|
|
$
|
276,527
|
|
|
$
|
231,149
|
|
|
$
|
779,064
|
|
|
$
|
687,568
|
|
Other comprehensive income/(loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
65,989
|
|
|
|
(171,327
|
)
|
|
|
229,735
|
|
|
|
336,028
|
|
Reclassification of net pension and post-retirement benefit
losses to net income
|
|
|
13,673
|
|
|
|
7,987
|
|
|
|
39,846
|
|
|
|
27,458
|
|
Net deferred gains/(losses) on derivatives from periodic
revaluations
|
|
|
3,260
|
|
|
|
(8,613
|
)
|
|
|
11,386
|
|
|
|
(16,967
|
)
|
Net deferred (gains)/losses on derivatives reclassified to
earnings
|
|
|
(10,241
|
)
|
|
|
819
|
|
|
|
(17,986
|
)
|
|
|
970
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
|
349,208
|
|
|
|
60,015
|
|
|
|
1,042,045
|
|
|
|
1,035,057
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to the noncontrolling interest
|
|
|
(2,517
|
)
|
|
|
(3,319
|
)
|
|
|
(15,158
|
)
|
|
|
(20,230
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to H. J. Heinz Company
|
|
$
|
346,691
|
|
|
$
|
56,696
|
|
|
$
|
1,026,887
|
|
|
$
|
1,014,827
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16
The following table summarizes the allocation of total
comprehensive income between H. J. Heinz Company and
the noncontrolling interest for the third quarter and nine
months ended January 26, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third Quarter Ended
|
|
|
Nine Months Ended
|
|
|
|
H. J. Heinz
|
|
|
Noncontrolling
|
|
|
|
|
|
H. J. Heinz
|
|
|
Noncontrolling
|
|
|
|
|
|
|
Company
|
|
|
Interest
|
|
|
Total
|
|
|
Company
|
|
|
Interest
|
|
|
Total
|
|
|
|
(Thousands of Dollars)
|
|
|
Net income
|
|
$
|
273,785
|
|
|
$
|
2,742
|
|
|
$
|
276,527
|
|
|
$
|
765,647
|
|
|
$
|
13,417
|
|
|
$
|
779,064
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
66,316
|
|
|
|
(327
|
)
|
|
|
65,989
|
|
|
|
228,441
|
|
|
|
1,294
|
|
|
|
229,735
|
|
Reclassification of net pension and postretirement benefit
losses to net income
|
|
|
13,657
|
|
|
|
16
|
|
|
|
13,673
|
|
|
|
39,846
|
|
|
|
|
|
|
|
39,846
|
|
Net deferred gains/(losses) on derivatives from periodic
revaluations
|
|
|
3,248
|
|
|
|
12
|
|
|
|
3,260
|
|
|
|
11,526
|
|
|
|
(140
|
)
|
|
|
11,386
|
|
Net deferred (gains)/losses on derivatives reclassified to
earnings
|
|
|
(10,315
|
)
|
|
|
74
|
|
|
|
(10,241
|
)
|
|
|
(18,573
|
)
|
|
|
587
|
|
|
|
(17,986
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
$
|
346,691
|
|
|
$
|
2,517
|
|
|
$
|
349,208
|
|
|
$
|
1,026,887
|
|
|
$
|
15,158
|
|
|
$
|
1,042,045
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table provides a summary of the changes in the
carrying amounts of total equity, H. J. Heinz Company
shareholders equity and equity attributable to the
noncontrolling interest:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H. J. Heinz Company
|
|
|
|
|
|
|
|
|
|
Capital
|
|
|
Additional
|
|
|
Retained
|
|
|
Treasury
|
|
|
Accum
|
|
|
Noncontrolling
|
|
|
|
Total
|
|
|
Stock
|
|
|
Capital
|
|
|
Earnings
|
|
|
Stock
|
|
|
OCI
|
|
|
Interest
|
|
|
|
(Thousands of Dollars)
|
|
|
Balance as of April 28, 2010
|
|
$
|
1,948,496
|
|
|
$
|
107,844
|
|
|
$
|
657,596
|
|
|
$
|
6,856,033
|
|
|
$
|
(4,750,547
|
)
|
|
$
|
(979,581
|
)
|
|
$
|
57,151
|
|
Comprehensive income(1)
|
|
|
1,042,045
|
|
|
|
|
|
|
|
|
|
|
|
765,647
|
|
|
|
|
|
|
|
261,240
|
|
|
|
15,158
|
|
Dividends paid to shareholders of H. J. Heinz Company
|
|
|
(434,085
|
)
|
|
|
|
|
|
|
|
|
|
|
(434,085
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid to noncontrolling interest
|
|
|
(3,269
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,269
|
)
|
Stock options exercised, net of shares tendered for payment
|
|
|
146,096
|
|
|
|
|
|
|
|
(23,831
|
)
|
|
|
|
|
|
|
169,927
|
|
|
|
|
|
|
|
|
|
Stock option expense
|
|
|
7,898
|
|
|
|
|
|
|
|
7,898
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted stock unit activity
|
|
|
378
|
|
|
|
|
|
|
|
(13,060
|
)
|
|
|
|
|
|
|
13,438
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
4,403
|
|
|
|
|
|
|
|
(597
|
)
|
|
|
(852
|
)
|
|
|
5,852
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 26, 2011
|
|
$
|
2,711,962
|
|
|
$
|
107,844
|
|
|
$
|
628,006
|
|
|
$
|
7,186,743
|
|
|
$
|
(4,561,330
|
)
|
|
$
|
(718,341
|
)
|
|
$
|
69,040
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The allocation of the individual components of comprehensive
income attributable to H. J. Heinz Company and the
noncontrolling interest is disclosed in Note 11. |
17
At January 26, 2011, the Company had $1.7 billion of
credit agreements, $1.2 billion of which expires in April
2012 and $500 million of which expires in April 2013. These
credit agreements support the Companys commercial paper
borrowings. As a result, the commercial paper borrowings are
classified as long-term debt based upon the Companys
intent and ability to refinance these borrowings on a long-term
basis. The credit agreements have identical covenants which
include a leverage ratio covenant in addition to customary
covenants. The Company was in compliance with all of its debt
covenants as of January 26, 2011.
During the third quarter of Fiscal 2011, the Company entered
into a variable rate three-year 16 billion Japanese yen
denominated credit agreement. The proceeds were used in the
funding of the Foodstar acquisition and for general corporate
purposes and were swapped to U.S. dollar 193.2 million
and the interest rate was fixed at 2.66%. See Note 16 for
additional information.
|
|
(14)
|
Financing
Arrangements
|
In the first quarter of Fiscal 2010, the Company entered into a
three-year $175 million accounts receivable securitization
program. Under the terms of the agreement, the Company sells, on
a revolving basis, its U.S. trade receivables to a
wholly-owned, bankruptcy-remote-subsidiary. This subsidiary then
sells all of the rights, title and interest in these
receivables, all of which are short-term, to an unaffiliated
entity. On April 29, 2010, the Company adopted new
accounting guidance related to the transfer of financial assets.
The securitization agreement continues to qualify for sale
accounting treatment under the new guidance. After the sale, the
Company, as servicer of the assets, collects the receivables on
behalf of the unaffiliated entity. On the statements of cash
flows, all cash flows related to this securitization program are
included as a component of operating activities because the cash
received from the unaffiliated entity and the cash collected
from servicing the transferred assets are not subject to
significantly different risks due to the short-term nature of
the Companys trade receivables.
For the sale of receivables under the program, the Company
receives initial cash funding and a deferred purchase price. The
initial cash funding was $134.2 million and
$146.8 million during the nine months ended
January 26, 2011 and January 27, 2010, respectively,
resulting in an increase of cash for sales under this program
for the nine months ended January 26, 2011 and
January 27, 2010 of $50.0 million and
$146.8 million, respectively. The fair value of the
deferred purchase price was $67.3 million and
$89.2 million as of January 26, 2011 and
April 28, 2010, respectively. Cash proceeds for the
deferred purchase price were $21.9 million for the nine
months ended January 26, 2011. This deferred purchase price
is included as a trade receivable on the consolidated balance
sheets and has a carrying value which approximates fair value as
of January 26, 2011 and April 28, 2010, due to the
nature of the short-term underlying financial assets.
In addition, the Company acted as servicer for approximately
$153 million and $126 million of trade receivables
which were sold to unrelated third parties without recourse as
of January 26, 2011 and April 28, 2010, respectively.
These trade receivables are short-term in nature. The proceeds
from these sales are also recognized on the statements of cash
flows as a component of operating activities.
The Company has not recorded any servicing assets or liabilities
as of January 26, 2011 or April 28, 2010 for the
arrangements discussed above because the fair value of these
servicing agreements as well as the fees earned were not
material to the financial statements.
|
|
(15)
|
Fair
Value Measurements
|
Fair value is defined as the price that would be received to
sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date.
The
18
fair value hierarchy consists of three levels 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 January 26, 2011 and April 28, 2010, the fair
values of the Companys assets and liabilities measured on
a recurring basis are categorized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 26, 2011
|
|
|
April 28, 2010
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
|
(Thousands of Dollars)
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives(a)
|
|
$
|
|
|
|
$
|
102,252
|
|
|
$
|
|
|
|
$
|
102,252
|
|
|
$
|
|
|
|
$
|
133,773
|
|
|
$
|
|
|
|
$
|
133,773
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at fair value
|
|
$
|
|
|
|
$
|
102,252
|
|
|
$
|
|
|
|
$
|
102,252
|
|
|
$
|
|
|
|
$
|
133,773
|
|
|
$
|
|
|
|
$
|
133,773
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives(a)
|
|
$
|
|
|
|
$
|
34,329
|
|
|
$
|
|
|
|
$
|
34,329
|
|
|
$
|
|
|
|
$
|
36,036
|
|
|
$
|
|
|
|
$
|
36,036
|
|
Earn-out(b)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
44,547
|
|
|
$
|
44,547
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities at fair value
|
|
$
|
|
|
|
$
|
34,329
|
|
|
$
|
44,547
|
|
|
$
|
78,876
|
|
|
$
|
|
|
|
$
|
36,036
|
|
|
$
|
|
|
|
$
|
36,036
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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.
Cross-currency interest rate swaps are valued based on
observable market spot and swap rates, and are classified within
Level 2 of the fair value hierarchy. There have been no
transfers between Levels 1 and 2 in Fiscals 2011 and 2010.
|
|
(b)
|
The fair value of the earn-out associated with the Foodstar
acquisition was estimated using a discounted cash flow model.
See Note 4 for further information regarding the Foodstar
acquisition. This fair value measurement is based on significant
inputs not observed in the market and thus represents a
Level 3 measurement. Key assumptions in determining the
fair value of the earn-out include the discount rate and revenue
and EBITDA projections for Fiscals 2013 and 2014.
|
As of January 26, 2011 and April 28, 2010, the
aggregate fair value of the Companys debt obligations,
based on market quotes, approximated the recorded value, with
the exception of the 7.125% notes issued as part of the
dealer remarketable securities exchange transaction. The book
value of these notes has been reduced as a result of the cash
payments made in connection with the exchange, which occurred in
Fiscal 2010.
|
|
(16)
|
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
January 26, 2011, the Company had outstanding currency
exchange, interest rate, and cross-currency interest rate
derivative contracts with notional amounts of
$1.89 billion, $1.51 billion and $377 million,
respectively. At April 28, 2010, the Company had
outstanding currency exchange, interest rate, and cross-currency
interest rate derivative contracts with notional amounts of
$1.64 billion, $1.52 billion and $160 million,
respectively.
19
The following table presents the fair values and corresponding
balance sheet captions of the Companys derivative
instruments as of January 26, 2011 and April 28, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 26, 2011
|
|
|
April 28, 2010
|
|
|
|
|
|
|
|
|
|
Cross-
|
|
|
|
|
|
|
|
|
Cross-
|
|
|
|
|
|
|
|
|
|
Currency
|
|
|
|
|
|
|
|
|
Currency
|
|
|
|
Foreign
|
|
|
Interest
|
|
|
Interest Rate
|
|
|
Foreign
|
|
|
Interest
|
|
|
Interest Rate
|
|
|
|
Exchange
|
|
|
Rate
|
|
|
Swap
|
|
|
Exchange
|
|
|
Rate
|
|
|
Swap
|
|
|
|
Contracts
|
|
|
Contracts
|
|
|
Contracts
|
|
|
Contracts
|
|
|
Contracts
|
|
|
Contracts
|
|
|
|
(Dollars in Thousands)
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other receivables, net
|
|
$
|
9,498
|
|
|
$
|
51,793
|
|
|
$
|
|
|
|
$
|
7,408
|
|
|
$
|
70,746
|
|
|
$
|
|
|
Other non-current assets
|
|
|
4,962
|
|
|
|
19,224
|
|
|
|
14,823
|
|
|
|
16,604
|
|
|
|
38,460
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,460
|
|
|
|
71,017
|
|
|
|
14,823
|
|
|
|
24,012
|
|
|
|
109,206
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other receivables, net
|
|
|
1,952
|
|
|
|
|
|
|
|
|
|
|
|
555
|
|
|
|
|
|
|
|
|
|
Other non-current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,952
|
|
|
|
|
|
|
|
|
|
|
|
555
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
16,412
|
|
|
$
|
71,017
|
|
|
$
|
14,823
|
|
|
$
|
24,567
|
|
|
$
|
109,206
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other payables
|
|
$
|
17,332
|
|
|
$
|
|
|
|
$
|
6,014
|
|
|
$
|
16,672
|
|
|
$
|
|
|
|
$
|
3,510
|
|
Other non-current liabilities
|
|
|
4,429
|
|
|
|
|
|
|
|
|
|
|
|
4,279
|
|
|
|
|
|
|
|
8,422
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,761
|
|
|
|
|
|
|
|
6,014
|
|
|
|
20,951
|
|
|
|
|
|
|
|
11,932
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other payables
|
|
|
6,554
|
|
|
|
|
|
|
|
|
|
|
|
3,153
|
|
|
|
|
|
|
|
|
|
Other non-current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,554
|
|
|
|
|
|
|
|
|
|
|
|
3,153
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
$
|
28,315
|
|
|
$
|
|
|
|
$
|
6,014
|
|
|
$
|
24,104
|
|
|
$
|
|
|
|
$
|
11,932
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Refer to Note 15 for further information on how fair value
is determined for the Companys derivatives.
20
The following table presents the pre-tax effect of derivative
instruments on the statement of income for the third quarters
ended January 26, 2011 and January 27, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third Quarter Ended
|
|
|
|
January 26, 2011
|
|
|
January 27, 2010
|
|
|
|
|
|
|
|
|
|
Cross-Currency
|
|
|
|
|
|
|
|
|
Cross-Currency
|
|
|
|
Foreign Exchange
|
|
|
Interest Rate
|
|
|
Interest Rate
|
|
|
Foreign Exchange
|
|
|
Interest Rate
|
|
|
Interest Rate
|
|
|
|
Contracts
|
|
|
Contracts
|
|
|
Swap Contracts
|
|
|
Contracts
|
|
|
Contracts
|
|
|
Swap Contracts
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
|
|
|
|
|
|
|
|
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gains/(losses) recognized in other comprehensive loss
(effective portion)
|
|
$
|
10,091
|
|
|
$
|
|
|
|
$
|
(2,335
|
)
|
|
$
|
(11,960
|
)
|
|
$
|
|
|
|
$
|
(348
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gains/(losses) reclassified from other comprehensive loss
into earnings (effective portion):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
$
|
1,361
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(110
|
)
|
|
$
|
|
|
|
$
|
|
|
Cost of products sold
|
|
|
(5,491
|
)
|
|
|
|
|
|
|
|
|
|
|
(384
|
)
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
|
(53
|
)
|
|
|
|
|
|
|
|
|
|
|
(50
|
)
|
|
|
|
|
|
|
|
|
Other income/(expense), net
|
|
|
21,825
|
|
|
|
|
|
|
|
571
|
|
|
|
(1,265
|
)
|
|
|
|
|
|
|
1,372
|
|
Interest income/(expense)
|
|
|
33
|
|
|
|
|
|
|
|
(1,214
|
)
|
|
|
12
|
|
|
|
|
|
|
|
(852
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,675
|
|
|
|
|
|
|
|
(643
|
)
|
|
|
(1,797
|
)
|
|
|
|
|
|
|
520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gains/(losses) recognized in other expense, net
|
|
|
|
|
|
|
(25,207
|
)
|
|
|
|
|
|
|
|
|
|
|
(9,760
|
)
|
|
|
|
|
Net losses recognized in interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(25,207
|
)
|
|
|
|
|
|
|
|
|
|
|
(9,760
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gains/(losses) recognized in other expense, net
|
|
|
(998
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,538
|
)
|
|
|
|
|
|
|
|
|
Net gains/(losses) recognized in interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(998
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,538
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total amount recognized in statement of income
|
|
$
|
16,677
|
|
|
$
|
(25,207
|
)
|
|
$
|
(643
|
)
|
|
$
|
(3,335
|
)
|
|
$
|
(9,760
|
)
|
|
$
|
520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21
The following table presents the pre-tax effect of derivative
instruments on the statement of income for the nine months ended
January 26, 2011 and January 27, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
January 26, 2011
|
|
|
January 27, 2010
|
|
|
|
|
|
|
|
|
|
Cross-Currency
|
|
|
|
|
|
|
|
|
Cross-Currency
|
|
|
|
Foreign Exchange
|
|
|
Interest Rate
|
|
|
Interest Rate
|
|
|
Foreign Exchange
|
|
|
Interest Rate
|
|
|
Interest Rate
|
|
|
|
Contracts
|
|
|
Contracts
|
|
|
Swap Contracts
|
|
|
Contracts
|
|
|
Contracts
|
|
|
Swap Contracts
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
|
|
|
|
|
|
|
|
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gains/(losses) recognized in other comprehensive loss
(effective portion)
|
|
$
|
3,064
|
|
|
$
|
|
|
|
$
|
18,202
|
|
|
$
|
(19,490
|
)
|
|
$
|
|
|
|
$
|
(4,926
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gains/(losses) reclassified from other comprehensive loss
into earnings (effective portion):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
$
|
2,037
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,255
|
|
|
$
|
|
|
|
$
|
|
|
Cost of products sold
|
|
|
(14,679
|
)
|
|
|
|
|
|
|
|
|
|
|
1,781
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
|
(189
|
)
|
|
|
|
|
|
|
|
|
|
|
87
|
|
|
|
|
|
|
|
|
|
Other income/(expense), net
|
|
|
21,477
|
|
|
|
|
|
|
|
24,607
|
|
|
|
(3,901
|
)
|
|
|
|
|
|
|
(656
|
)
|
Interest income/(expense)
|
|
|
45
|
|
|
|
|
|
|
|
(2,934
|
)
|
|
|
14
|
|
|
|
|
|
|
|
(975
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,691
|
|
|
|
|
|
|
|
21,673
|
|
|
|
(764
|
)
|
|
|
|
|
|
|
(1,631
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net losses recognized in other expense, net
|
|
|
|
|
|
|
(35,534
|
)
|
|
|
|
|
|
|
|
|
|
|
(28,952
|
)
|
|
|
|
|
Net losses recognized in interest expense
|
|
|
|
|
|
|
(351
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(35,885
|
)
|
|
|
|
|
|
|
|
|
|
|
(28,952
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (losses)/gains recognized in other expense, net
|
|
|
(6,126
|
)
|
|
|
|
|
|
|
|
|
|
|
11,628
|
|
|
|
|
|
|
|
|
|
Net gains recognized in interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,469
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,126
|
)
|
|
|
|
|
|
|
|
|
|
|
11,628
|
|
|
|
30,469
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total amount recognized in statement of income
|
|
$
|
2,565
|
|
|
$
|
(35,885
|
)
|
|
$
|
21,673
|
|
|
$
|
10,864
|
|
|
$
|
1,517
|
|
|
$
|
(1,631
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
22
The Company has used certain foreign currency debt instruments
as net investment hedges of foreign operations. For the nine
months ended January 27, 2010, losses of
$32.3 million, net of income taxes of $20.4 million,
which represented effective hedges of net investments, were
reported as a component of accumulated other comprehensive loss
within unrealized translation adjustment.
During the first quarter of Fiscal 2011, the Company early
terminated certain foreign currency forward contracts, receiving
cash proceeds of $11.6 million, and will release the gain
in accumulated other comprehensive loss to earnings when the
underlying transactions occur. The underlying transactions are
scheduled to occur at various points in time through 2014.
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.
The Company had outstanding cross-currency interest rate swaps
with a total notional amount of $377.3 million and
$159.5 million as of January 26, 2011 and
April 28, 2010, respectively, which were designated as cash
flow hedges of the future payments of loan principal and
interest associated with certain foreign denominated variable
rate debt obligations. The swaps that were entered into in
Fiscal 2010 are scheduled to mature in Fiscal 2013 and the swaps
that were entered into in the third quarter of Fiscal 2011 are
scheduled to mature in Fiscal 2014.
Deferred
Hedging Gains and Losses:
As of January 26, 2011, the Company is hedging forecasted
transactions for periods not exceeding 4 years. During the
next 12 months, the Company expects $4.0 million of
net deferred losses reported in accumulated other comprehensive
loss to be reclassified to earnings, assuming market rates
remain constant through contract maturities. Hedge
ineffectiveness related to cash flow hedges, which is reported
in current period earnings as other expense, net, was not
significant for the third quarters and nine months ended
January 26, 2011 and January 27, 2010. Amounts
reclassified to earnings because the hedged transaction was no
longer expected to occur were not significant for the third
quarters and nine months ended January 26, 2011 and
January 27, 2010.
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 $396.7 million
and $284.5 million that did not meet the criteria for hedge
accounting as of January 26, 2011 and April 28, 2010,
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 expense, net. Net unrealized losses
related to outstanding contracts totaled $4.6 million and
$2.6 million as of January 26, 2011 and April 28,
2010, respectively. These contracts are scheduled to mature
within one year.
Forward contracts that were put in place to help mitigate the
unfavorable impact of translation associated with key foreign
currencies resulted in gains of $0.2 million and losses of
$12.8 million
23
for the third quarter and nine months ended January 26,
2011, respectively, and gains of $1.4 million and losses of
$2.9 million for the third quarter and nine months ended
January 27, 2010, respectively.
During the second quarter of Fiscal 2010, the Company terminated
its $175 million notional total rate of return swap that
was being used as an economic hedge to reduce a portion of the
interest cost related to the Companys remarketable
securities. Upon termination of the swap, the Company received
net cash proceeds of $47.6 million, in addition to the
release of the $192.7 million of restricted cash collateral
that the Company was required to maintain with the counterparty
for the term of the swap. Prior to termination, the swap was
being accounted for on a full
mark-to-market
basis through earnings, as a component of interest income. The
Company recorded a benefit in interest income of
$28.3 million for the nine months ended January 27,
2010, representing changes in the fair value of the swap and
interest earned on the arrangement, net of transaction fees.
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. The Company closely monitors the credit
risk associated with its counterparties and customers and to
date has not experienced material losses.
|
|
(17)
|
Venezuela-
Foreign Currency and Inflation
|
Foreign
Currency
The local currency in Venezuela is the Venezuelan bolivar fuerte
(VEF). A currency control board exists in Venezuela
that is responsible for foreign exchange procedures, including
approval of requests for exchanges of VEF for U.S. dollars
at the official (government established) exchange rate. Our
business in Venezuela has historically been successful in
obtaining U.S. dollars at the official exchange rate for
imports of ingredients, packaging, manufacturing equipment, and
other necessary inputs, and for dividend remittances, albeit on
a delay. In May 2010, the government of Venezuela effectively
closed down the unregulated parallel market, which existed for
exchanging VEF for U.S. dollars through securities
transactions. Our Venezuelan subsidiary has no recent history of
entering into exchange transactions in this parallel market.
The Company uses the official exchange rate to translate the
financial statements of its Venezuelan subsidiary, since we
expect to obtain U.S. dollars at the official rate for
future dividend remittances. The official exchange rate in
Venezuela had been fixed at 2.15 VEF to 1 U.S. dollar for
several years, despite significant inflation. On January 8,
2010, the Venezuelan government announced the devaluation of its
currency relative to the U.S. dollar. The official exchange
rate for imported goods classified as essential, such as food
and medicine, changed from 2.15 to 2.60, while payments for
other non-essential goods moved to an exchange rate of 4.30.
Effective January 1, 2011, the Venezuelan government
eliminated the 2.60 exchange rate for essential goods leaving
one flat official exchange rate of 4.30.
The majority, if not all, of our imported products in Venezuela
fell into the essential classification and qualified for the
2.60 exchange rate. The elimination of the 2.60 rate had an
immaterial unfavorable impact on the Companys cost of
imported goods, capital spending and the payment of
U.S. dollar-denominated payables to suppliers recorded as
of January 1, 2011 in Venezuela. Also, since our Venezuelan
subsidiarys financial statements are remeasured using the
4.30 rate, as this is the rate expected to be applicable to
dividend repatriations, the
24
elimination of the 2.60 rate had no impact relative to this
remeasurement. As of January 26, 2011, the amount of VEF
pending government approval to be used for dividend
repatriations is $27.9 million at the 4.30 rate, of which
$8.5 million has been pending government approval since
September 2008 and $19.4 million since November 2009.
During the third quarter of Fiscal 2010, the Company recorded a
$61.7 million currency translation loss as a result of the
currency devaluation, which was reflected as a component of
accumulated other comprehensive loss within unrealized
translation adjustment. The net asset position of our Venezuelan
subsidiary has also been reduced as a result of the devaluation
to approximately $95.9 million at January 26, 2011.
Highly
Inflationary Economy
An economy is considered highly inflationary under
U.S. GAAP if the cumulative inflation rate for a three-year
period meets or exceeds 100 percent. Based on the blended
National Consumer Price Index, the Venezuelan economy exceeded
the three-year cumulative inflation rate of 100 percent
during the third quarter of Fiscal 2010. As a result, the
financial statements of our Venezuelan subsidiary have been
consolidated and reported under highly inflationary accounting
rules beginning on January 28, 2010, the first day of our
Fiscal 2010 fourth quarter. Under highly inflationary
accounting, the financial statements of our Venezuelan
subsidiary are remeasured into the Companys reporting
currency (U.S. dollars) and exchange gains and losses from
the remeasurement of monetary assets and liabilities are
reflected in current earnings, rather than accumulated other
comprehensive loss on the balance sheet, until such time as the
economy is no longer considered highly inflationary.
The impact of applying highly inflationary accounting for
Venezuela on our consolidated financial statements is dependent
upon movements in the applicable exchange rates (at this time,
the official rate) between the local currency and the
U.S. dollar and the amount of monetary assets and
liabilities included in our subsidiarys balance sheet. At
January 26, 2011, the U.S. dollar value of monetary
assets, net of monetary liabilities, which would be subject to
an earnings impact from exchange rate movements for our
Venezuelan subsidiary under highly inflationary accounting was
$51.3 million.
On March 3, 2011, subsequent to the end of the third
quarter, the Company announced that it entered into an agreement
to acquire an 80% stake in Coniexpress S.A. Industrias
Alimenticias, a leading Brazilian manufacturer of the
Quero®
brand of tomato-based sauces, tomato paste, ketchup, condiments
and vegetables. The acquisition of the Quero business, which has
annual sales of approximately $325 million, accelerates the
Companys growth in Latin America and gives the Company its
first major business in Brazil, the worlds fifth most
populated nation. The Company expects to close the transaction
in the next few months.
25
|
|
Item 2.
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
|
Executive
Overview
During the third quarter of Fiscal 2011, the Company reported
diluted earnings per share from continuing operations of $0.84,
compared to $0.83 in the prior year, an increase of 1.2%,
overcoming a 2% unfavorable impact from currency translation net
of translation hedges. The Companys growth in EPS for the
third quarter of Fiscal 2011 reflects a 1.5% increase in sales
and a 30 basis point improvement in the gross profit
margin. Third quarter sales reflect volume and net price
increases of 0.5% and 1.2%, respectively, along with a 1.2%
benefit from the acquisition of Foodstar Holding Pte
(Foodstar), a manufacturer of soy sauces and
fermented bean curd in China, during the third quarter of Fiscal
2011. Unfavorable foreign exchange continued to reduce sales,
with a 1.4% impact in the quarter. The emerging markets
continued to be a focus of the Company and an important growth
driver, with combined volume and pricing gains of 14.1%, and
with the Foodstar acquisition, represented 16% of total Company
sales in the quarter. Our top 15 brands also performed well,
with combined volume and pricing gains of 3.8% driven by the
Heinz®,
Complan®,
ABC®
and Smart
Ones®
brands. The gross profit margin increased as a result of
productivity improvements, higher net pricing and favorable
sales mix in the U.S. Consumer Products business, partially
offset by higher commodity input costs. The improvement in gross
margin was largely offset by investments in global process and
system upgrades. Operating income rose 0.4% for the quarter,
despite the impact of foreign currency. Solid profit growth and
the continuing focus on cash generated $509 million of cash
flows from operations during the third quarter, a
$16 million increase from the prior year.
Discontinued
Operations
During the third quarter of Fiscal 2010, the Company completed
the sale of its Appetizers And, Inc. frozen hors doeuvres
business which was previously reported within the
U.S. Foodservice segment, resulting in a $14.5 million
pre-tax ($10.4 million after-tax) loss. Also during the
third quarter of Fiscal 2010, the Company completed the sale of
its private label frozen desserts business in the U.K.,
resulting in a $31.4 million pre-tax ($23.6 million
after-tax) loss. During the second quarter of Fiscal 2010, the
Company completed the sale of its Kabobs frozen hors
doeuvres business which was previously reported within the
U.S. Foodservice segment, resulting in a $15.0 million
pre-tax ($10.9 million after-tax) loss. The losses on each
of these transactions were recorded in discontinued operations.
In accordance with accounting principles generally accepted in
the United States of America, the operating results related to
these businesses have been included in discontinued operations
in the Companys consolidated statements of income for all
periods presented. These discontinued operations generated sales
of $10.9 million and a net loss of $1.6 million (net
of a $0.5 million tax benefit) for the third quarter ended
January 27, 2010. These discontinued operations generated
sales of $63.7 million and a net loss of $4.5 million
(net of a $1.8 million tax benefit) for the nine months
ended January 27, 2010.
26
THREE
MONTHS ENDED JANUARY 26, 2011 AND JANUARY 27, 2010
Results
of Continuing Operations
Sales for the three months ended January 26, 2011 increased
$41 million, or 1.5%, to $2.72 billion. Volume
increased 0.5%, as favorable volume in the emerging markets and
North American Consumer Products businesses were partially
offset by decreases in soup in Europe along with declines in
U.S. Foodservice and Australia. Emerging markets and our
Top 15 brands continued to be important growth drivers, with
combined volume and pricing gains of 14.1% in emerging markets
and 3.8% in our Top 15 brands. Net pricing increased sales by
1.2%, as net price increases in Latin America, the U.K. and
U.S. Foodservice were partially offset by increased trade
promotions in the North American Consumer Products and
Australian businesses. Acquisitions increased sales by 1.2%
primarily due to the acquisition of Foodstar in China during the
third quarter of Fiscal 2011. Foreign exchange translation rates
reduced sales by 1.4%.
Gross profit increased $23 million, or 2.3%, to
$1.03 billion, and the gross profit margin increased to
37.8% from 37.5%, as net pricing and productivity improvements
and favorable sales mix in the U.S. Consumer Products
business more than offset higher commodity costs. In addition,
gross profit benefited from favorable volume and the impact from
the Foodstar acquisition, partially offset by a $16 million
unfavorable impact from foreign exchange translation rates.
Selling, general and administrative expenses
(SG&A) increased $21 million, or 3.7%, to
$590 million, and increased as a percentage of sales to
21.7% from 21.2%. These increases are largely a result of higher
general and administrative expenses (G&A)
reflecting investments in global process and system upgrades and
the impact from the Foodstar acquisition, partially offset by a
$9 million impact from foreign exchange translation rates.
Operating income increased $2 million, or 0.4%, to
$438 million, reflecting the items above.
Net interest expense decreased $5 million, to
$63 million, reflecting a $2 million increase in
interest income and a $3 million decrease in interest
expense due to lower average borrowings.
The effective tax rate for the current quarter was 26.1%, a
decrease of 110 basis points compared to 27.2% last year.
The decrease in the effective tax rate is primarily due to
increased income in lower tax rate jurisdictions along with
increased benefits from foreign tax planning. These were
partially offset by higher repatriation costs in the current
year.
Income from continuing operations attributable to H. J. Heinz
Company was $274 million compared to $264 million in
the prior year, an increase of 3.7%, as a result of the items
discussed above. Diluted earnings per share from continuing
operations was $0.84 in the current year compared to $0.83 in
the prior year, up 1.2%. EPS movements were unfavorably impacted
by 1.9% higher shares outstanding and by $0.02 from currency
fluctuations, after taking into account the net effect of
current and prior year currency translation contracts and
foreign currency movements on translation.
The impact of fluctuating translation exchange rates in Fiscal
2011 has had a relatively consistent impact on all components of
operating income on the consolidated statement of income.
27
OPERATING
RESULTS BY BUSINESS SEGMENT
North
American Consumer Products
Sales of the North American Consumer Products segment increased
$24 million, or 3.0%, to $839 million. Volume
increased 3.6% driven by improvements in
Classico®
pasta sauces, Smart
Ones®
frozen entrees,
Ore-Ida®
frozen potatoes,
Heinz®
ketchup and gravy and TGI
Fridays®
frozen appetizers, reflecting new products and increased
trade promotions related to the Consumer Value Program. These
increases were partially offset by declines in Boston
Market®
frozen products. In addition, increases across most product
categories in Canada reflected successful innovation and
increased trade promotions. Net prices decreased 1.7% reflecting
trade promotion increases in the U.S., particularly on frozen
appetizers and
Heinz®
gravy, and in Canada. The acquisition of Arthurs Fresh
Company, a small chilled smoothies business in Canada, during
the third quarter of Fiscal 2010, increased sales 0.1%.
Favorable Canadian exchange translation rates increased sales
1.0%.
Gross profit increased $12 million, or 3.5%, to
$372 million, and the gross profit margin increased to
44.3% from 44.1% as higher volume, favorable sales mix, and
productivity improvements more than offset the shifting of
marketing funds to trade promotion investments and increased
commodity costs. Operating income increased $28 million, or
13.7%, to $235 million, reflecting higher volume and
increased gross margin.
Europe
Heinz Europe sales decreased $46 million, or 5.3%, to
$832 million. Unfavorable foreign exchange translation
rates decreased sales by 5.3%. Net pricing increased 2.5% as a
result of reduced promotional activity in the U.K, particularly
on
Heinz®
soup, and pricing in Italian infant nutrition. Volume
decreased 2.5%, as increases in
Heinz®
branded products in Russia were more than offset by declines
in soup in the U.K. and Germany, Italian infant nutrition, and
across certain product categories in the Netherlands.
The gross profit margin increased to 40.4% from 38.6%, while
overall gross profit decreased by $3 million, or 0.8%, to
$336 million. The improvement in gross margin reflects
productivity improvements and reduced trade promotions in the
U.K., partially offset by higher commodity costs, while the
reduction in gross profit was unfavorably impacted by foreign
exchange translation rates and reduced volume. Gross profit also
benefited from a gain in the current quarter on the sale of
distribution rights on
Amoy®
products to ethnic channels in the U.K. Operating income
increased $7 million, or 4.7%, to $163 million,
reflecting the items above as well as reduced SG&A. The
decline in SG&A was largely due to foreign exchange
translation rates and lower incentive compensation accruals,
partially offset by increased marketing expense and G&A
investments in global process and system upgrades.
Asia/Pacific
Heinz Asia/Pacific sales increased $84 million, or 16.8%,
to $584 million. Volume increased 4.5%, due to significant
growth in
Complan®
and Glucon
D®
nutritional beverages in India, Long
Fong®
frozen products in China,
ABC®
products in Indonesia reflecting new products and increased
demand, and infant feeding products in China resulting from
increased marketing support and new product launches. These
increases were partially offset by continued softness in
Australia, which has been impacted by competitive activity and
generally weak category trends. Pricing decreased 0.6%,
reflecting increases on
ABC®
products in Indonesia and
Complan®
products in India offset by higher promotions on drinks in
Australia. The acquisition of Foodstar during the third quarter
of Fiscal 2011 increased sales 5.9%. Favorable exchange
translation rates increased sales by 7.0%.
Gross profit increased $24 million, or 16.2%, to
$173 million, and the gross profit margin decreased
slightly to 29.6% from 29.8%. The slight decrease in gross
margin was a result of commodity cost increases which exceeded
improvements from productivity. Commodity costs
28
increased despite transactional currency benefits realized in
Indonesia and India. Gross profit was favorably impacted by
foreign exchange translation rates, higher volume and the
Foodstar acquisition. Operating income decreased
$4 million, or 9.2%, to $43 million, as the increase
in gross profit was more than offset by higher SG&A,
largely related to increased marketing investments, foreign
exchange translation rates, the Foodstar acquisition and the
impact of higher volume on selling and distribution
(S&D) costs.
U.S.
Foodservice
Sales of the U.S. Foodservice segment were virtually flat,
down $2 million, or 0.5%, to $353 million. Pricing
increased sales 2.3%, largely due to
Heinz®
ketchup, reduced trade promotions and prior year price increases
on tomato products to help offset commodity cost increases.
Volume decreased by 2.8%, primarily due to declines in frozen
desserts and soup as well as non-branded sauces. The volume
reflects ongoing weakness in restaurant foot traffic and
promotional timing.
Gross profit increased $6 million, or 5.3%, to
$110 million, and the gross profit margin increased to
31.0% from 29.3%, as pricing and productivity improvements more
than offset increased commodity costs and unfavorable volume.
Operating income increased $5 million, or 12.7%, to
$48 million, which is primarily due to gross margin
improvements.
Rest of
World
Sales for Rest of World decreased $19 million, or 14.5%, to
$114 million. Foreign exchange translation rates decreased
sales 25.0%, largely due to the devaluation of the Venezuelan
bolivar fuerte (VEF) late in the third quarter of
Fiscal 2010 (See the Venezuela- Foreign Currency and
Inflation section below for further explanation). Higher
pricing increased sales by 14.8%, largely due to price increases
in Latin America taken to mitigate inflation. Volume decreased
4.3% due to declines in Latin America which were not fully
offset by increases in the Middle East and South Africa.
Gross profit decreased $13 million, or 25.9%, to
$37 million, due mainly to the impact of VEF devaluation
and increased commodity costs, partially offset by increased
pricing. Operating income decreased $9 million, or 52.3%,
to $8 million.
NINE
MONTHS ENDED JANUARY 26, 2011 AND JANUARY 27, 2010
Results
of Continuing Operations
Sales for the nine months ended January 26, 2011 increased
$48 million, or 0.6%, to $7.82 billion. Volume
increased 1.1%, as favorable volume in emerging markets as well
as improvements in the North American Consumer Products and U.K.
businesses were partially offset by declines in
U.S. Foodservice, Australia, Germany and the Netherlands.
Emerging markets and our Top 15 brands continued to be important
growth drivers, with combined volume and pricing gains of 15.5%
in emerging markets and 4.2% in our Top 15 brands. Net pricing
increased sales by 1.0%, as price increases in emerging markets,
particularly Latin America, and U.S. Foodservice were
partially offset by increased trade promotions in the North
American Consumer Products and Australian businesses.
Acquisitions increased sales by 0.5%, while foreign exchange
translation rates reduced sales by 1.9%.
Gross profit increased $72 million, or 2.5%, to
$2.90 billion, and the gross profit margin increased to
37.1% from 36.4%, as higher volume, net pricing, productivity
improvements and the favorable impact from the Foodstar
acquisition were partially offset by a $63 million
unfavorable impact from foreign exchange translation rates as
well as higher commodity costs. In addition, last years
gross profit included $7 million in charges for targeted
workforce reductions and non-cash asset write-offs related to a
factory closure.
29
SG&A increased $25 million, or 1.6% to
$1.64 billion, and increased slightly as a percentage of
sales to 21.0% from 20.8%, as a $36 million impact from
foreign exchange translation rates and $9 million impact
related to prior year targeted workforce reductions were offset
by higher marketing investments, particularly in the emerging
markets and Europe, and higher G&A, reflecting investments
in global process and system upgrades, increased compensation
expense and the impact of the Foodstar acquisition. Operating
income increased $47 million, or 3.9%, to
$1.26 billion, reflecting the items above.
Net interest expense increased $2 million, to
$188 million, reflecting a $25 million decrease in
interest income and a $23 million decrease in interest
expense. The decrease in interest income is mainly due to a
$24 million gain in the prior year period on a total rate
of return swap, which was terminated in August 2009. Interest
expense decreased largely due to both lower average interest
rates and debt balances. Other expenses, net, increased
$2 million, to $19 million, primarily due to currency
losses partially offset by $9 million of charges in the
prior year recognized in connection with the dealer remarketable
securities exchange transaction.
The effective tax rate for the nine months ended
January 26, 2011 was 26.0% compared to 27.1% last year. The
decrease in the effective tax rate is primarily the result of
the current year release of valuation allowances related to
state tax loss and credit carryforwards resulting from a
reorganization plan, increased benefits from foreign tax
planning, and increased profits in lower tax rate jurisdictions.
These reductions were partially offset by higher repatriation
costs in the current year, a current year accrual for a state
tax uncertainty, and benefits in the prior year resulting from
resolutions and settlements of federal, state, and foreign
uncertain tax matters.
Income from continuing operations attributable to H. J. Heinz
Company was $766 million compared to $722 million in
the prior year, an increase of 6.1%. The increase was due to
higher operating income and $12 million in prior year
after-tax charges ($0.04 per share) for targeted workforce
reductions and non-cash asset write-offs, partially offset by a
$15 million after-tax gain in the prior year on a total
rate of return swap. Diluted earnings per share from continuing
operations were $2.37 in the current year compared to $2.27 in
the prior year, up 4.4%. EPS movements were unfavorably impacted
by 1.6% higher shares outstanding and by $0.08 from currency
fluctuations, after taking into account the net effect of
current and prior year currency translation contracts and
foreign currency movements on translation.
The impact of fluctuating translation exchange rates in Fiscal
2011 has had a relatively consistent impact on all components of
operating income on the consolidated statement of income.
OPERATING
RESULTS BY BUSINESS SEGMENT
North
American Consumer Products
Sales of the North American Consumer Products segment increased
$70 million, or 3.0%, to $2.40 billion. Volume
increased 3.5% as new products and increased trade promotions
drove improvements in
Heinz®
ketchup and gravy, Smart
Ones®
frozen entrees,
Classico®
pasta sauces,
Ore-Ida®
frozen potatoes, and frozen appetizers. These increases were
partially offset by declines in Boston
Market®
frozen products. In addition, volume is up across most product
categories in Canada. Net prices decreased 1.9% reflecting trade
promotion increases in Canada and from the Consumer Value
Program launched in the U.S. in the second half of the
prior year. The acquisition of Arthurs Fresh Company, a
small chilled smoothies business in Canada, in the third quarter
of Fiscal 2010, increased sales 0.3%. Favorable Canadian
exchange translation rates increased sales 1.2%.
Gross profit increased $22 million, or 2.2%, to
$1.03 billion, while the gross profit margin decreased
slightly to 42.8% from 43.1%. The increase in gross profit
dollars was aided by favorable volume and favorable foreign
exchange translation rates. The gross profit margin declined as
productivity improvements were more than offset by shifting
marketing funds to trade promotion
30
investments and increased commodity costs. Operating income
increased $38 million, or 6.5%, to $630 million,
reflecting higher volume and gross margin improvements.
Europe
Heinz Europe sales decreased $150 million, or 6.0%, to
$2.34 billion. The decrease was due to unfavorable foreign
exchange translation rates which decreased sales by 6.1%. Volume
decreased 0.6%, as increases in Weight
Watchers®
and Aunt
Bessies®
frozen products in the U.K. and improvements in ketchup were
more than offset by declines in soups in the U.K. and Germany,
Honig®
branded products in the Netherlands, and Italian infant
nutrition. Net pricing increased 0.7%, due to reduced
Heinz®
soup promotions in the U.K. and increased net pricing in the
Italian infant nutrition business.
Gross profit decreased $19 million, or 2.1%, to
$909 million, and the gross profit margin increased to
38.8% from 37.2%. The $19 million decline in gross profit
reflects unfavorable foreign exchange translation rates, while
the improvement in gross margin benefited from productivity
improvements and higher net pricing partially offset by
increased commodity costs. Gross profit also benefited from a
gain in the current year on the sale of distribution rights on
Amoy®
products to ethnic channels in the U.K. Operating income
decreased $6 million, or 1.4%, to $414 million,
reflecting the items above as well as reduced SG&A. The
decline in SG&A was largely related to foreign exchange
translation rates, partially offset by increased marketing and
G&A, reflecting investments in global process and system
upgrades.
Asia/Pacific
Heinz Asia/Pacific sales increased $212 million, or 14.5%,
to $1.67 billion. Volume increased 4.4%, due to significant
growth in
Complan®
and Glucon
D®
nutritional beverages in India,
ABC®
products in Indonesia reflecting significant new product and
marketing activity, and infant feeding products in China, due to
increased marketing support and new product launches.
Improvements were also noted in Long
Fong®
products in China and frozen potatoes in Japan. These increases
were partially offset by continued softness in Australia, which
has been impacted by competitive activity and generally weak
category trends. Pricing rose 0.4%, reflecting increases on
ABC®
products in Indonesia and
Complan®
and Glucon
D®
products in India offset by higher promotions on drinks in
Australia. The acquisition of Foodstar during the third quarter
of Fiscal 2011 increased sales 2.0%. Favorable exchange
translation rates increased sales by 7.6%.
Gross profit increased $75 million, or 16.7%, to
$523 million, and the gross profit margin increased to
31.2% from 30.6%. These increases reflect higher volume and
pricing, favorable foreign exchange translation rates, the
impact of the Foodstar acquisition and productivity
improvements, which include the favorable renegotiation of a
long-term supply contract in Australia. These increases were
partially offset by higher commodity costs, despite
transactional currency benefits, particularly in Indonesia and
India. Operating income increased $19 million, or 12.5%, to
$173 million, primarily reflecting higher volume, improved
gross margins and favorable foreign exchange. These improvements
were partially offset by increased marketing investments and
higher G&A.
U.S.
Foodservice
Sales of the U.S. Foodservice segment decreased
$20 million, or 1.9%, to $1.04 billion. Pricing
increased sales 2.3%, largely due to
Heinz®
ketchup, reduced trade promotions and prior year price increases
on tomato products to help offset commodity cost increases.
Volume decreased by 4.2%, due to declines in frozen desserts and
soup as well as non-branded sauces. The volume reflects ongoing
weakness in restaurant foot traffic, rationalization of
less-profitable products, and the timing of new product launches
and promotions in the prior year.
31
Gross profit increased $21 million, or 7.2%, to
$316 million, and the gross profit margin increased to
30.2% from 27.7%, as pricing and productivity improvements more
than offset increased commodity costs and lower volume.
Operating income increased $22 million, or 18.6%, to
$138 million, due to the gross margin improvements.
Rest of
World
Sales for Rest of World decreased $65 million, or 15.5%, to
$353 million. Foreign exchange translation rates decreased
sales 31.9%, largely due to the devaluation of the VEF late in
the third quarter of Fiscal 2010 (See the Venezuela-
Foreign Currency and Inflation section below for further
explanation). Higher pricing increased sales by 17.3%, largely
due to price increases in Latin America taken to mitigate
inflation. Volume decreased 0.9% as increases in the Middle East
resulting from new products, market expansion and increased
marketing and promotions were more than offset by declines in
Latin America.
Gross profit decreased $32 million, or 20.8%, to
$123 million, due mainly to the impact of VEF devaluation
and increased commodity costs, partially offset by increased
pricing. Operating income decreased $19 million, or 34.2%,
to $37 million, reflecting the VEF devaluation.
Liquidity
and Financial Position
For the first nine months of Fiscal 2011, cash provided by
operating activities was $1.14 billion compared to
$1.0 billion in the prior year. The improvement in the
first nine months of Fiscal 2011 versus Fiscal 2010 reflects
higher earnings and favorable movements in payables and income
taxes. In addition, reduced pension contributions were offset by
declines in cash flows from receivables, largely due to the cash
received in the prior year in connection with commencement of an
accounts receivable securitization program (see additional
explanation below) and cash received in the prior year in
connection with a Canadian receivables sales facility. The
Company received $12 million of cash in the first quarter
of Fiscal 2011 for the termination of foreign currency hedge
contracts (see Note 16, Derivative Financial
Instruments and Hedging Activities for additional
information) and received $48 million in the prior year
from the termination of a total rate of return swap and
$27 million in the prior year from the maturity of foreign
currency contracts that were used as an economic hedge of
certain intercompany transactions. The Companys cash
conversion cycle improved 6 days, to 44 days in the
first nine months of Fiscal 2011. Accounts payable contributed
4 days to the improvement while receivables accounted for
1 day. Inventories also improved 1 day to prior year
as a result of the Companys continued efforts to reduce
inventory levels and our current year arrangement to purchase
domestic tomato paste throughout the year, rather than at the
time of harvest.
In the first quarter of Fiscal 2010, the Company entered into a
three-year $175 million accounts receivable securitization
program. For the sale of receivables under the program, the
Company receives initial cash funding and a deferred purchase
price. The initial cash funding was $134 million and
$147 million during the nine months ended January 26,
2011 and January 27, 2010 respectively, resulting in an
increase of cash for sales under this program for the nine
months ended January 26, 2011 and January 27, 2010 of
$50 million and $147 million, respectively. Cash
proceeds for the deferred purchase price were $22 million
for the nine months ended January 26, 2011. See
Note 14, Financing Arrangements for additional
information.
Cash used for investing activities totaled $337 million
compared to providing $45 million of cash last year.
Capital expenditures totaled $195 million (2.5% of sales)
compared to $150 million (1.9% of sales) in the prior year.
The Company still expects capital spending of approximately 3%
of sales for the year. Cash paid for acquisitions in the current
year totaled $135 million primarily related to Foodstar. In
the prior year, cash paid for acquisitions was $11 million
related to the Arthurs Fresh Company in Canada. Proceeds
from divestitures provided cash of $2 million in the
current year compared to $18 million in the prior year
which primarily related to the sale of our Kabobs and
32
Appetizers And, Inc. frozen hors doeuvres foodservice
businesses in the U.S. and our private label frozen
desserts business in the U.K. Proceeds from disposals of
property, plant and equipment were $5 million in the
current year compared to $1 million in the prior year. The
current year increase in restricted cash of $10 million
relates to restricted funds in our businesses in China, and the
prior year decrease of $193 million in restricted cash
represents collateral that was returned to the Company in
connection with the termination of a total rate of return swap
in August 2009.
On November 2, 2010, the Company acquired Foodstar for
$165 million in cash, which includes $30 million of
acquired cash, as well as a contingent earn-out payment in
Fiscal 2014 based upon certain net sales and EBITDA (earnings
before interest, taxes, depreciation and amortization) targets
during Fiscals 2013 and 2014. In accordance with accounting
principles generally accepted in the United States of America, a
liability of $45 million was recognized for an estimate of
the acquisition date fair value of the earn-out and is included
in the Other non-current liabilities line item of our condensed
consolidated balance sheet as of January 26, 2011. Any
change in the fair value of the earn-out subsequent to the
acquisition date, including an increase resulting from the
passage of time, will be recognized in earnings in the period of
the estimated fair value change. A change in fair value of the
earn-out could have a material impact on the Companys
earnings in the period of the change in estimate. The fair value
of the earn-out was estimated using a discounted cash flow
model. This fair value measurement is based on significant
inputs not observed in the market and thus represents a
Level 3 measurement. See Note 15, Fair Value
Measurements for the definition of a Level 3
measurement. Key assumptions in determining the fair value of
the earn-out include the discount rate and revenue and EBITDA
projections for Fiscals 2013 and 2014.
On March 3, 2011, subsequent to the end of the third quarter,
the Company announced that it entered into an agreement to
acquire an 80% stake in Coniexpress S.A. Industrias
Alimenticias, a leading Brazilian manufacturer of the
Quero®
brand of tomato-based sauces, tomato paste, ketchup, condiments
and vegetables. The acquisition of the Quero business, which has
annual sales of approximately $325 million, accelerates the
Companys growth in Latin America and gives the Company its
first major business in Brazil, the worlds fifth most
populated nation. The
Quero®
brand holds number one or number two positions in important
tomato product categories in Brazil and the leading position in
vegetables. The acquisition includes a modern factory that is
centrally located in Neropolis and a new, fully-automated
distribution center. Based near Sao Paulo, the Quero business
has nearly 1,800 employees. The Company expects to close
the transaction in the next few months.
Cash used for financing activities totaled $257 million
compared to $866 million last year.
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Proceeds from long-term debt were $222 million in the
current year and $440 million in the prior year. The
current year proceeds relate to a variable rate three-year
16 billion Japanese yen denominated credit agreement the
Company entered into in the third quarter of the year. The
proceeds were used in the funding of the Foodstar acquisition
and for general corporate purposes and were swapped to
U.S. dollar 193.2 million and the interest rate was
fixed at 2.66%. See Note 16, Derivative Financial
Instruments and Hedging Activities for additional
information. The prior year proceeds relate to the issuance of
$250 million of 7.125% notes due 2039 by H. J. Heinz
Finance Company (HFC), a subsidiary of Heinz,
through a private placement in July 2009. These notes were
fully, unconditionally and irrevocably guaranteed by the
Company. The proceeds from the notes were used for payment of
the cash component of the dealer remarketable securities
exchange transaction that occurred in the second quarter of
Fiscal 2010 as well as various expenses relating to this
exchange, and for general corporate purposes. Also in the prior
year, the Company received cash proceeds of $167 million
related to a 15 billion Japanese yen denominated credit
agreement that was entered into during the second quarter of
Fiscal 2010.
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Payments on long-term debt were $37 million in the current
year compared to $623 million in the prior year. Prior year
payments reflect cash payments on the Fiscal 2010 dealer
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remarketable securities exchange transaction and the payoff of
our A$281 million Australian denominated borrowings which
matured on December 16, 2009.
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Net payments on commercial paper and short-term debt were
$160 million this year compared to $253 million in the
prior year.
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Cash proceeds from option exercises provided $129 million
of cash in the current year compared to $22 million in the
prior year.
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Dividend payments totaled $434 million this year, compared
to $400 million for the same period last year, reflecting
an increase in the annualized dividend per common share to $1.80.
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In the prior year, $62 million of cash was paid for the
purchase of the remaining 49% interest in Cairo Food Industries,
S.A.E., an Egyptian subsidiary of the Company that manufactures
ketchup, condiments and sauces.
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At January 26, 2011, the Company had total debt of
$4.64 billion (including $167 million relating to the
hedge accounting adjustments) and cash and cash equivalents of
$1.05 billion. Total debt balances have increased slightly
since prior year end due primarily to the Foodstar acquisition.
The Company is currently evaluating alternatives concerning the
refinancing
and/or
retirement of the $826 million of long-term debt maturing
in Fiscal 2012. In the third quarter of Fiscal 2011, the Company
completed an agreement to privately place $500 million of
debt. The transaction will be closed and funded, subject to
certain customary closing conditions, in the first quarter of
Fiscal 2012 and will be issued in maturities of three, five,
seven and ten years. The proceeds will be used to partially
refinance the debt mentioned above.
The Company and HFC maintain $1.7 billion of credit
agreements, $1.2 billion of which expires in April 2012 and
$500 million of which expires in April 2013. These credit
agreements support the Companys commercial paper
borrowings. As a result, the commercial paper borrowings are
classified as long-term debt based upon the Companys
intent and ability to refinance these borrowings on a long-term
basis. The credit agreements have identical covenants which
include a leverage ratio covenant in addition to other customary
covenants. The Company was in compliance with all of its
covenants as of January 26, 2011. In addition, the Company
has approximately $500 million of other credit facilities
available for use primarily by the Companys foreign
subsidiaries.
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, Company authorized share repurchases and dividends
to shareholders. While the Company is confident that its needs
can be financed, there can be no assurance that increased
volatility and disruption in the global capital and credit
markets will not impair its ability to access these markets on
commercially acceptable terms.
Venezuela-
Foreign Currency and Inflation
Foreign
Currency
The local currency in Venezuela is the Venezuelan bolivar fuerte
(VEF). A currency control board exists in Venezuela
that is responsible for foreign exchange procedures, including
approval of requests for exchanges of VEF for U.S. dollars
at the official (government established) exchange rate. Our
business in Venezuela has historically been successful in
obtaining U.S. dollars at the official exchange rate for
imports of ingredients, packaging, manufacturing equipment, and
other necessary inputs, and for dividend remittances, albeit on
a delay. In May 2010, the government of Venezuela effectively
closed down the unregulated parallel market, which existed for
exchanging VEF for
34
U.S. dollars through securities transactions. Our
Venezuelan subsidiary has no recent history of entering into
exchange transactions in this parallel market.
The Company uses the official exchange rate to translate the
financial statements of its Venezuelan subsidiary, since we
expect to obtain U.S. dollars at the official rate for
future dividend remittances. The official exchange rate in
Venezuela had been fixed at 2.15 VEF to 1 U.S. dollar for
several years, despite significant inflation. On January 8,
2010, the Venezuelan government announced the devaluation of its
currency relative to the U.S. dollar. The official exchange
rate for imported goods classified as essential, such as food
and medicine, changed from 2.15 to 2.60, while payments for
other non-essential goods moved to an exchange rate of 4.30.
Effective January 1, 2011, the Venezuelan government
eliminated the 2.60 exchange rate for essential goods leaving
one flat official exchange rate of 4.30.
The majority, if not all, of our imported products in Venezuela
fell into the essential classification and qualified for the
2.60 exchange rate. The elimination of the 2.60 rate had and is
expected to have an immaterial unfavorable impact on the
Companys cost of imported goods, capital spending and the
payment of U.S. dollar-denominated payables to suppliers
recorded as of January 1, 2011 in Venezuela. Also, since
our Venezuelan subsidiarys financial statements are
remeasured using the 4.30 rate, as this is the rate expected to
be applicable to dividend repatriations, the elimination of the
2.60 rate had no impact relative to this remeasurement. As of
January 26, 2011, the amount of VEF pending government
approval to be used for dividend repatriations is
$28 million at the 4.30 rate, of which $8 million has
been pending government approval since September 2008 and
$19 million since November 2009.
During the third quarter of Fiscal 2010, the Company recorded a
$62 million currency translation loss as a result of the
currency devaluation, which was reflected as a component of
accumulated other comprehensive loss within unrealized
translation adjustment. The net asset position of our Venezuelan
subsidiary has also been reduced as a result of the devaluation
to approximately $96 million at January 26, 2011.
While our operating results in Venezuela have been negatively
impacted by the currency devaluation, actions have been and will
continue to be taken to mitigate these effects. Accordingly,
this devaluation has not and is not expected to materially
impact our operating results.
Highly
Inflationary Economy
An economy is considered highly inflationary under
U.S. GAAP if the cumulative inflation rate for a three-year
period meets or exceeds 100 percent. Based on the blended
National Consumer Price Index, the Venezuelan economy exceeded
the three-year cumulative inflation rate of 100 percent
during the third quarter of Fiscal 2010. As a result, the
financial statements of our Venezuelan subsidiary have been
consolidated and reported under highly inflationary accounting
rules beginning on January 28, 2010, the first day of our
Fiscal 2010 fourth quarter. Under highly inflationary
accounting, the financial statements of our Venezuelan
subsidiary are remeasured into the Companys reporting
currency (U.S. dollars) and exchange gains and losses from
the remeasurement of monetary assets and liabilities are
reflected in current earnings, rather than accumulated other
comprehensive loss on the balance sheet, until such time as the
economy is no longer considered highly inflationary.
The impact of applying highly inflationary accounting for
Venezuela on our consolidated financial statements is dependent
upon movements in the applicable exchange rates (at this time,
the official rate) between the local currency and the
U.S. dollar and the amount of monetary assets and
liabilities included in our subsidiarys balance sheet. At
January 26, 2011, the U.S. dollar value of monetary
assets, net of monetary liabilities, which would be subject to
an earnings impact from exchange rate movements for our
Venezuelan subsidiary under highly inflationary accounting was
$51 million.
35
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 that a material amount of penalties is
reasonably likely to be incurred under these contracts based
upon historical experience and current expectations. There have
been no material changes to contractual obligations during the
nine months ended January 26, 2011. For additional
information, refer to page 26 of the Companys Annual
Report on
Form 10-K
for the fiscal year ended April 28, 2010.
As of the end of the third quarter, 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 $69 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 as to when cash settlements
with taxing authorities may occur.
Recently
Issued Accounting Standards
In December 2010, the Financial Accounting Standards Board
(FASB) issued an amendment to the disclosure
requirements for Business Combinations. This amendment clarifies
that if a public entity is required to disclose pro forma
information for business combinations, the entity should
disclose such pro forma information as though the business
combination(s) that occurred during the current year had
occurred as of the beginning of the comparable prior annual
reporting period only. This amendment also expands the
supplemental pro forma disclosures for business combinations to
include a description of the nature and amount of material
nonrecurring pro forma adjustments directly attributable to the
business combination included in reported pro forma revenue and
earnings. The Company is required to adopt this amendment on
April 28, 2011, the first day of Fiscal 2012 for any
business combinations that are material on an individual or
aggregate basis.
In December 2010, the FASB issued an amendment to the accounting
requirements for Goodwill and Other Intangibles. This amendment
modifies Step 1 of the goodwill impairment test for reporting
units with zero or negative carrying amounts. For those
reporting units, an entity is required to perform Step 2 of the
goodwill impairment test if it is more likely than not that a
goodwill impairment exists. In determining whether it is more
likely than not that a goodwill impairment exists, an entity
should consider whether there are any adverse qualitative
factors indicating that impairment may exist. The Company is
required to adopt this amendment on April 28, 2011, the
first day of Fiscal 2012 and this adoption is not expected to
have a material impact on the Companys financial
statements.
In June 2009, the FASB issued an amendment to the accounting and
disclosure requirements for transfers of financial assets. This
amendment removes the concept of a qualifying special-purpose
entity and requires that a transferor recognize and initially
measure at fair value all assets obtained and liabilities
incurred as a result of a transfer of financial assets accounted
for as a sale. This amendment also requires additional
disclosures about any transfers of financial assets and a
transferors continuing involvement with transferred
financial assets. The Company adopted this amendment on
April 29, 2010, the first day of Fiscal 2011. This adoption
did not have a material impact on the Companys financial
statements. Refer to Note 14, Financing
Arrangements for additional information.
36
In June 2009, the FASB issued an amendment to the accounting and
disclosure requirements for variable interest entities. This
amendment changes how a reporting entity determines when an
entity that is insufficiently capitalized or is not controlled
through voting (or similar rights) should be consolidated. The
determination of whether a reporting entity is required to
consolidate another entity is based on, among other things, the
purpose and design of the other entity and the reporting
entitys ability to direct the activities of the other
entity that most significantly impact its economic performance.
The amendment also requires additional disclosures about a
reporting entitys involvement with variable interest
entities and any significant changes in risk exposure due to
that involvement. A reporting entity is required to disclose how
its involvement with a variable interest entity affects the
reporting entitys financial statements. The Company
adopted this amendment on April 29, 2010, the first day of
Fiscal 2011. This adoption did not have a material impact on the
Companys financial statements.
37
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 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,
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sales, earnings, and volume growth,
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general economic, political, and industry conditions, including
those that could impact consumer spending,
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competitive conditions, which affect, among other things,
customer preferences and the pricing of products, production,
and energy costs,
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competition from lower-priced private label brands,
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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,
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the ability to identify and anticipate and respond through
innovation to consumer trends,
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the need for product recalls,
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the ability to maintain favorable supplier and customer
relationships, and the financial viability of those suppliers
and customers,
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currency valuations and devaluations and interest rate
fluctuations,
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changes in credit ratings, leverage, and economic conditions,
and the impact of these factors on our cost of borrowing and
access to capital markets,
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our ability to effectuate our strategy, including our continued
evaluation of potential opportunities, such as strategic
acquisitions, joint ventures, divestitures, and other
initiatives, our ability to identify, finance and complete these
transactions and other initiatives, and our ability to realize
anticipated benefits from them,
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the ability to successfully complete cost reduction programs and
increase productivity,
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the ability to effectively integrate acquired businesses,
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new products, packaging innovations, and product mix,
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the effectiveness of advertising, marketing, and promotional
programs,
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supply chain efficiency,
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cash flow initiatives,
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risks inherent in litigation, including tax litigation,
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the ability to further penetrate and grow and the risk of doing
business in international markets, particularly our emerging
markets; economic or political instability in those markets,
strikes, nationalization, and the performance of business in
hyperinflationary environments, in each case, such as Venezuela;
and the uncertain global macroeconomic environment and sovereign
debt issues, particularly in Europe,
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changes in estimates in critical accounting judgments and
changes in laws and regulations, including tax laws,
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the success of tax planning strategies,
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the possibility of increased pension expense and contributions
and other people-related costs,
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the potential adverse impact of natural disasters, such as
flooding and crop failures,
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the ability to implement new information systems and potential
disruptions due to failures in information technology systems,
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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
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other factors described in Risk Factors and
Cautionary Statement Relevant to Forward-Looking
Information in the Companys Annual Report on
Form 10-K
for the fiscal year ended April 28, 2010 and reports on
Forms 10-Q
thereafter.
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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.
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Item 3.
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Quantitative
and Qualitative Disclosures About Market Risk
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There have been no material changes in the Companys market
risk during the nine months ended January 26, 2011. For
additional information, refer to pages
27-29 of the
Companys Annual Report on
Form 10-K
for the fiscal year ended April 28, 2010.
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Item 4.
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Controls
and Procedures
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(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.
(b) Changes in Internal Control over Financial Reporting
During the third quarter of Fiscal 2011, the Company continued
its implementation of SAP software across its Netherlands and
Nordic countries operations. As appropriate, the Company is
modifying the design and documentation of internal control
processes and procedures relating to the new systems to simplify
and harmonize existing internal control over financial
reporting. There were no additional changes in the
Companys internal control over financial reporting during
the Companys most recent fiscal quarter that have
materially affected, or are reasonably likely to materially
affect, the Companys internal control over financial
reporting.
39
PART IIOTHER
INFORMATION
|
|
Item 1.
|
Legal
Proceedings
|
Nothing to report under this item.
There have been no material changes in our risk factors from
those disclosed in Part I, Item 1A to our Annual
Report on
Form 10-K
for the fiscal year ended April 28, 2010. The risk factors
disclosed in Part I, Item 1A to our Annual Report on
Form 10-K
for the fiscal year ended April 28, 2010, in addition to
the other information set forth in this report, could materially
affect our business, financial condition, or results of
operations. Additional risks and uncertainties not currently
known to the Company or that the Company currently deems to be
immaterial also may materially adversely affect our business,
financial condition, or results of operations.
|
|
Item 2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
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 third quarter of Fiscal 2011. As of January 26, 2011,
the maximum number of shares that may yet be purchased under the
2006 program is 6,716,192.
|
|
Item 3.
|
Defaults
upon Senior Securities
|
Nothing to report under this item.
|
|
Item 4.
|
(Removed
and Reserved).
|
|
|
Item 5.
|
Other
Information
|
Nothing to report under this item.
Exhibits required to be furnished by Item 601 of
Regulation S-K
are listed below. The Company may have omitted certain exhibits
in accordance with Item 601(b)(4)(iii)(A) of
Regulation S-K
and any exhibits filed pursuant to Item 601(b)(2) of
Regulation S-K
may omit certain schedules. The Company agrees to furnish such
documents to the Commission upon request. Documents not
designated as being incorporated herein by reference are set
forth herewith. The paragraph numbers correspond to the exhibit
numbers designated in Item 601 of
Regulation S-K.
12. Computation of Ratios of Earnings to
Fixed Charges.
31(a). Rule 13a-14(a)/15d-14(a)
Certification by the Chief Executive Officer.
31(b). Rule 13a-14(a)/15d-14(a)
Certification by the Chief Financial Officer.
32(a). 18 U.S.C. Section 1350
Certification by the Chief Executive Officer.
32(b). 18 U.S.C. Section 1350
Certification by the Chief Financial Officer.
101.INS XBRL Instance Document*
101.SCH XBRL Schema Document*
101.CAL XBRL Calculation Linkbase Document*
101.LAB XBRL Labels Linkbase Document*
101.PRE XBRL Presentation Linkbase Document*
101.DEF XBRL Definition Linkbase Document*
|
|
|
* |
|
In accordance with
Regulation S-T,
the XBRL-related information in Exhibit 101 to this
Quarterly Report on
Form 10-Q
shall be deemed to be furnished and not
filed. |
40
Pursuant to the requirements 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.
H. J. HEINZ COMPANY
(Registrant)
Date: March 3, 2011
|
|
|
|
By:
|
/s/ Arthur
B. Winkleblack
|
Arthur B. Winkleblack
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
Date: March 3, 2011
|
|
|
|
By:
|
/s/ Edward
J. McMenamin
|
Edward J. McMenamin
Senior Vice PresidentFinance
(Principal Accounting Officer)
41
EXHIBIT INDEX
DESCRIPTION
OF EXHIBIT
Exhibits required to be furnished by Item 601 of
Regulation S-K
are listed below. The Company may have omitted certain exhibits
in accordance with Item 601(b)(4)(iii)(A) of
Regulation S-K
and any exhibits filed pursuant to Item 601(b)(2) of
Regulation S-K
may omit certain schedules. The Company agrees to furnish such
documents to the Commission upon request. Documents not
designated as being incorporated herein by reference are
furnished herewith. The paragraph numbers correspond to the
exhibit numbers designated in Item 601 of
Regulation S-K.
12. Computation of Ratios of Earnings to
Fixed Charges.
31(a). Rule 13a-14(a)/15d-14(a)
Certification by the Chief Executive Officer.
31(b). Rule 13a-14(a)/15d-14(a)
Certification by the Chief Financial Officer.
32(a). 18 U.S.C. Section 1350
Certification by the Chief Executive Officer.
32(b). 18 U.S.C. Section 1350
Certification by the Chief Financial Officer.
101.INS XBRL Instance Document*
101.SCH XBRL Schema Document*
101.CAL XBRL Calculation Linkbase Document*
101.LAB XBRL Labels Linkbase Document*
101.PRE XBRL Presentation Linkbase Document*
101.DEF XBRL Definition Linkbase Document*
|
|
|
* |
|
In accordance with
Regulation S-T,
the XBRL-related information in Exhibit 101 to this
Quarterly Report on
Form 10-Q
shall be deemed to be furnished and not
filed. |