Notes to Financial Statements | |
| 6 Months Ended
Jun. 30, 2009
USD / shares
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Notes to Financial Statements [Abstract] | |
Note 1. Summary of Significant Accounting Policies: |
Note 1.Summary of Significant Accounting Policies:
Basis of Presentation:
Our interim condensed consolidated financial statements are unaudited. We prepared the condensed consolidated financial statements following SEC rules for interim reporting. As permitted under those rules, we have condensed or omitted a number of footnotes or other financial information that are normally required by accounting principles generally accepted in the United States of America. It is managements opinion that these financial statements include all normal and recurring adjustments necessary for a fair presentation of our financial position and operating results. Net revenues and net earnings for any interim period are not necessarily indicative of future or annual results.
You should read these statements in conjunction with our consolidated financial statements and related notes in our Form 10-K for the year ended December31, 2008.
Inventories:
Effective January1, 2009, we changed our method of valuing our U.S. inventories to the average cost method. In prior years, principally all U.S. inventories were valued using the last-in, first-out (LIFO) method. With this change, we value all of our inventories using the average cost method. We used the LIFO method to determine the cost of 35% of inventories at December31, 2008. We believe that the average cost method of accounting for U.S. inventories is preferable and will improve financial reporting by better matching revenues and expenses to current costs, by better aligning our external reporting with our competitors, and by aligning our external reporting with our tax basis of accounting. We restated prior years financial statements to conform to the change in accounting policy.
The following line items within the statements of earnings were affected by the change in accounting policy:
For the Three Months Ended June30, 2009
AsComputed underLIFO AsReportedunder AverageCost Favorable / (Unfavorable)
(in millions, except per share data)
Cost of sales $ 6,470 $ 6,497 $ (27 )
Provision for income taxes 400 390 10
Earnings from continuing operations 846 829 (17 )
Earnings from discontinued operations, net of income taxes
Net earnings attributable to Kraft Foods 844 827 (17 )
Basic earnings per share attributable to Kraft Foods:
Continuing operations $ 0.57 $ 0.56 $ (0.01 )
Discontinued operations
Net earnings attributable to Kraft Foods $ 0.57 $ 0.56 $ (0.01 )
Diluted earnings per share attributable to Kraft Foods:
Continuing operations $ 0.57 $ 0.56 $ (0.01 )
Discontinued operations
Net earnings attributable to Kraft Foods $ 0.57 $ 0.56 $ (0.01 )
For the Three Months Ended June30, 2008 |
Note 2. Divestitures: |
Note 2.Divestitures:
Post Cereals Split-off:
On August4, 2008, we completed the split-off of the Post cereals business into Ralcorp Holdings, Inc., after an exchange with our shareholders. Accordingly, we restated prior period results to reflect the results of the Post cereals business as discontinued operations on the condensed consolidated statement of earnings. Refer to our Form 10-K for the year ended December31, 2008 for further details of this transaction.
Summary results of operations for the Post cereals business for the three and six months ended June30, 2008 were as follows:
FortheThree MonthsEnded June30,2008 FortheSix MonthsEnded June30,2008
(in millions)
Net revenues $ 306 $ 576
Earnings before income taxes 111 196
Provision for income taxes 42 73
Earnings from discontinued operations, net of income taxes $ 69 $ 123
Other Divestitures:
In the second quarter of 2009, we received $6 million in proceeds and recorded pre-tax losses of $17 million on the divestitures of a juice operation in Brazil and a plant in Spain.
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Note 3. Inventories: |
Note 3.Inventories:
Inventories at June30, 2009 and December31, 2008 were:
June30, 2009 December31, 2008
(in millions; 2008 restated)
Raw materials $ 1,651 $ 1,568
Finished product 2,360 2,313
Inventories, net $ 4,011 $ 3,881
Refer to Note 1, Summary of Significant Accounting Policies, for information on the change in our valuation method for U.S. inventories to the average cost method.
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Note 4. Goodwill and Intangible Assets: |
Note 4.Goodwill and Intangible Assets:
Goodwill by reportable segment was:
June30, 2009 December31, 2008
(in millions; 2008 restated)
Kraft Foods North America:
U.S. Beverages $ 1,290 $ 1,290
U.S. Cheese 3,000 3,000
U.S. Convenient Meals 1,460 1,460
U.S. Grocery 3,046 3,046
U.S. Snacks 6,965 6,965
Canada N.A. Foodservice 2,328 2,306
Kraft Foods Europe (1) 6,401 5,893
Kraft Foods Developing Markets 3,735 3,621
Total goodwill $ 28,225 $ 27,581
(1)This segment was formerly known as European Union.
As discussed in Note 12, Segment Reporting, we implemented changes to our operating structure in 2009. As a result of these changes, we aligned the reporting of our Central Europe operations into our Kraft Foods Developing Markets segment and moved $1,534 million of goodwill from Kraft Foods Europe to Kraft Foods Developing Markets as of January1, 2009. We restated prior period segment results in a consistent manner.
Intangible assets were:
June30, 2009 December31, 2008
(in millions)
Non-amortizable intangible assets $ 13,084 $ 12,758
Amortizable intangible assets 265 254
13,349 13,012
Accumulated amortization (92 ) (86 )
Intangible assets, net $ 13,257 $ 12,926
Non-amortizable intangible assets consist substantially of brand names purchased through our acquisitions of Nabisco Holdings Corp., the global LU biscuit business of Groupe Danone S.A. and the Spanish and Portuguese operations of United Biscuits. Amortizable intangible assets consist primarily of trademark licenses, customer-related intangibles and non-compete agreements.
The movements in goodwill and intangible assets were:
Goodwill Intangible Assets,atCost
(in millions)
Balance at December31, 2008 $ 27,581 $ 13,012
Changes due to:
Foreign currency 644 343
Other (6 )
Balance at June30, 2009 $ 28,225 $ 13,349
Amortization expense for intangible assets was $3 million for the three months and $9 million for the six months ended June30, 2009. We currently estimate amortization expense for each of the next five years to be approximately $20 million or less.
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Note 5. Restructuring Costs: |
Note 5.Restructuring Costs:
2004 2008 Restructuring Program:
In 2008, we completed our five-year restructuring program (the Restructuring Program). The Restructuring Programs objectives were to leverage our global scale, realign and lower our cost structure, and optimize capacity. As part of the Restructuring Program, we:
incurred $3.0 billion in pre-tax charges reflecting asset disposals, severance and implementation costs;
announced the closure of 35 facilities and announced the elimination of approximately 18,800 positions; and
will use cash to pay for $2.0 billion of the $3.0 billion in charges.
In the second quarter of 2009, we sold a plant in Spain that we previously announced for closure under our Restructuring Program. Accordingly, we reversed $35 million in Restructuring Program charges during the second quarter of 2009, primarily related to severance, and recorded a $17 million loss on the divestiture of the plant. The reversal of the Restructuring Program costs, which affected the segment operating income of the Kraft Foods Europe segment, was recorded within asset impairment and exit costs. Since the inception of the Restructuring Program, we have paid cash for $1.6 billion of the $3.0 billion in charges, including $80 million paid in the first six months of 2009. At June30, 2009, we had an accrual of $399 million, and we had eliminated approximately 16,000 positions under the Restructuring Program.
Restructuring liability activity for the six months ended June30, 2009 was:
Severance Other Total
(in millions)
Liability balance, January1, 2009 $ 444 $ 45 $ 489
Reversal of charges (32 ) (3 ) (35 )
Cash spent (76 ) (4 ) (80 )
Currency 25 25
Liability balance, June 30, 2009 $ 361 $ 38 $ 399
Our 2009 activity was related to the aforementioned reversal of $35 million and cash outflows on prior year Restructuring Program charges. Our prior year severance charges included the cost of benefits received by terminated employees. Other prior year costs related primarily to the renegotiation of supplier contract costs, workforce reductions associated with facility closings and the termination of leasing agreements.
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Note 6. Accumulated Other Comprehensive Losses: |
Note 6. Accumulated Other Comprehensive Losses:
The components of accumulated other comprehensive losses were:
Currency Translation Adjustments Pensionand OtherBenefits Derivatives Accountedfor as Hedges Total
(in millions)
Balances at December31, 2008 $ (2,399 ) $ (3,572 ) $ (23 ) $ (5,994 )
Other comprehensive earnings / (losses), net of income taxes:
Currency translation adjustments 1,212 (86 ) 1,126
Amortization of experience losses and prior service costs 60 60
Settlement losses 41 41
Net actuarial loss arising during period (8 ) (8 )
Change in fair value of cash flow hedges 52 52
Total other comprehensive earnings 1,271
Balances at June30, 2009 $ (1,187 ) $ (3,565 ) $ 29 $ (4,723)
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Note 7. Stock Plans: |
Note 7.Stock Plans:
At our annual meeting of shareholders held on May20, 2009, our shareholders approved the Kraft Foods Inc. Amended and Restated 2005 Performance Incentive Plan. The amended plan includes, among other provisions, a limit on the number of shares that may be granted under the plan, vesting restrictions and a prohibition on stock option repricing. Under the amended plan, we are authorized to issue a maximum of 168.0million shares of our Common Stock. As of the effective date of the amendment, there were 92.1 million shares available to be granted under the plan, of which no more than 27.5million shares may be awarded as restricted or deferred stock.
In January 2009, we granted 1.4million shares of stock in connection with our long-term incentive plan. The market value per share was $27.00 on the date of grant. The unvested shares have no voting rights and do not pay dividends.
In February 2009, as part of our annual incentive program, we issued 4.1million shares of restricted and deferred stock to eligible U.S. and non-U.S. employees. The market value per restricted or deferred share was $23.64 on the date of grant. Also, as part of our annual incentive program, we granted 16.3million stock options to eligible U.S. and non-U.S. employees at an exercise price of $23.64.
We also issued 0.2million off-cycle shares of restricted and deferred stock during the first six months of 2009. The weighted-average market value per restricted or deferred share was $24.90 on the date of grant. In aggregate, we issued 5.7million restricted and deferred shares during the first six months of 2009, including those issued as part of our long-term incentive plan.
During the first six months of 2009, 5.2million shares of restricted and deferred stock vested at a market value of $130 million. There were 3.0million stock options exercised during the first six months of 2009 with a total intrinsic value of $32 million.
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Note 8. Benefit Plans: |
Note 8.Benefit Plans:
Pension Plans
Components of Net Periodic Pension Cost:
Net periodic pension cost consisted of the following for the three and six months ended June30, 2009 and 2008:
U.S. Plans Non-U.S. Plans
For the Three Months Ended June30, For the Three Months Ended June30,
2009 2008 2009 2008
(in millions)
Service cost $ 39 $ 37 $ 15 $ 24
Interest cost 92 93 51 57
Expected return on plan assets (121 ) (131 ) (58 ) (74 )
Amortization:
Net loss from experience differences 40 22 6 8
Prior service cost 1 1 2 2
Settlement losses 40 13
Net periodic pension cost $ 91 $ 35 $ 16 $ 17
U.S. Plans Non-U.S. Plans
For the Six Months Ended June30, For the Six Months Ended June30,
2009 2008 2009 2008
(in millions)
Service cost $ 78 $ 75 $ 30 $ 47
Interest cost 184 186 102 113
Expected return on plan assets (242 ) (263 ) (115 ) (146 )
Amortization:
Net loss from experience differences 79 43 11 15
Prior service cost 3 3 3 4
Settlement losses 66 21
Net periodic pension cost $ 168 $ 65 $ 31 $ 33
The following costs are included in settlement losses above. Severance benefits from our cost-savings initiatives and retiring employees who elected lump-sum payments resulted in settlement losses for our U.S. plans of $40 million for the three months and $66 million for the six months ended June30, 2009, and $13 million for the three months and $21 million for the six months ended June30, 2008.
Employer Contributions:
We make contributions to our U.S. and non-U.S. pension plans, primarily to the extent that they are tax deductible and do not generate an excise tax liability. During the first six months of 2009, we contributed $219 million to our U.S. plans (including the $200 million contribution we made on May 1, 2009) and $86 million to our non-U.S. plans. Based on current tax law, we plan to make further contributions of approximately $20 million to our U.S. plans and approximately $80 million to our non-U.S. plans during the remainder of 2009. However, our actual contributions may differ due to many factors, including changes in tax and other benefit laws, or significant differences between expected and actual pension asset performance or interest rates.
Postretirement Benefit Plans
Net postretirement health care costs consisted of the following for the three and six months ended June30, 2009 and 2008:
For the Three Months Ended June30, For the Six Months |
Note 9. Financial Instruments: |
Note 9.Financial Instruments:
Fair Value of Derivative Instruments:
The fair values of derivative instruments recorded in the condensed consolidated balance sheet as of June30, 2009 were:
June30, 2009
Asset Derivatives Liability Derivatives
(in millions)
Derivatives designated as hedging instruments under SFAS No. 133:
Foreign exchange contracts $ 34 $ 141
Commodity contracts 16 65
Interest rate contracts 33 1
$ 83 $ 207
Derivatives not designated as hedging instruments under SFAS No.133:
Foreign exchange contracts $ 2 $ 6
Commodity contracts 103 153
$ 105 $ 159
Total fair value $ 188 $ 366
We include the fair value of our asset derivatives within other current assets and the fair value of our liability derivatives within other current liabilities.
The fair values (asset / (liability)) of our derivative instruments at June30, 2009 were determined using:
TotalFair Value QuotedPricesin ActiveMarkets for Identical Assets (Level 1) Significant OtherObservable Inputs (Level 2) Significant Unobservable Inputs (Level 3)
(in millions)
Foreign exchange contracts $ (111 ) $ $ (111 ) $
Commodity contracts (99 ) (104 ) 5
Interest rate contracts 32 32
Total derivatives $ (178 ) $ (104 ) $ (74 ) $
Cash Flow Hedges:
Cash flow hedges affected accumulated other comprehensive losses, net of income taxes, as follows:
For the Three Months Ended June30, For the Six Months Ended June30,
2009 2008 2009 2008
(in millions)
Accumulated gain / (loss) at beginning of period $ (5 ) $ 54 $ (23 ) $ 27
Transfer of realized (gains) / losses in fair value to earnings 54 1 89 (2 )
Unrealized gain / (loss) in fair value (20 ) (7 ) (37 ) 23
Accumulated gain at June30 $ 29 $ 48 $ 29 $ 48
The effect of cash flow hedges for the three and six months ended June30, 2009 was (in millions):
For the Three Months Ended June30, 2009 For the Six Months Ended June30, 2009
Gain / (Loss) Recognized in OCI (Gain) / Loss Reclassified from AOCI intoEarnings Gain / (Loss) Recognized in OCI (Gain) / Loss Reclassified from AOCI intoEarnings
Foreign exchange contracts intercompany loans $ 1 $ $ 1 $
Foreign exchange contracts forecasted transac |
Note 10. Commitments and Contingencies: |
Note 10.Commitments and Contingencies:
Legal Proceedings:
We are involved, from time to time, in legal proceedings, claims, and governmental inspections or investigations, arising in the ordinary course of our business. While we cannot predict with certainty the results of these matters, we do not expect that the ultimate costs to resolve these matters will have a material effect on our financial results.
Third-Party Guarantees:
We have third-party guarantees because of our construction activities. As part of those transactions, we guarantee that third parties will make contractual payments or achieve performance measures. At June30, 2009, the carrying amount of our third-party guarantees on our condensed consolidated balance sheet and the maximum potential payment under these guarantees was $30 million. Substantially all of these guarantees expire at various times through 2018.
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Note 11. Earnings Per Share: |
Note 11.Earnings Per Share:
Basic and diluted EPS were calculated using the following:
For the Three Months Ended June30, For the Six Months Ended June30,
2009 2008 2009 2008
(in millions, except per share data; 2008 restated)
Earnings from continuing operations $ 829 $ 678 $ 1,491 $ 1,225
Earnings from discontinued operations, net of income taxes 69 123
Net earnings 829 747 1,491 1,348
Noncontrolling interest 2 2 4 4
Net earnings attributable to Kraft Foods $ 827 $ 745 $ 1,487 $ 1,344
Weighted-average shares for basic EPS 1,478 1,522 1,476 1,527
Plus incremental shares from assumed conversions of stock options and long-term incentive plan shares 6 10 8 11
Weighted-average shares for diluted EPS 1,484 1,532 1,484 1,538
Basic earnings per share attributable to Kraft Foods:
Continuing operations $ 0.56 $ 0.44 $ 1.01 $ 0.80
Discontinued operations 0.05 0.08
Net earnings attributable to Kraft Foods $ 0.56 $ 0.49 $ 1.01 $ 0.88
Diluted earnings per share attributable to Kraft Foods:
Continuing operations $ 0.56 $ 0.44 $ 1.00 $ 0.79
Discontinued operations 0.05 0.08
Net earnings attributable to Kraft Foods $ 0.56 $ 0.49 $ 1.00 $ 0.87
We exclude antidilutive Kraft Foods stock options from our calculation of weighted-average shares for diluted EPS. We excluded 23.8million antidilutive options for the three and six months ended June30, 2009, and we excluded 0.6million antidilutive options for the three months and 11.6million antidilutive options for the six months ended June30, 2008. |
Note 12. Segment Reporting: |
Note 12.Segment Reporting:
Effective January 2009, we began implementing changes to our operating structure based on our Organizing For Growth initiative and Kraft Foods Europe Reorganization. In line with our strategies, we are reorganizing our European operations to function on a pan-European centralized category management and value chain model, and we changed how we work in Europe in two key ways:
We transitioned our European Biscuit, Chocolate, Coffee and Cheese categories to fully integrated business units, further strengthening our focus on these core categories. To ensure decisions are made faster and closer to our customers and consumers, each category is fully accountable for its financial results, including marketing, manufacturing and RD. Category leadership, based in Zurich, Switzerland, reports to the Kraft Foods Europe President. These business units now comprise the Kraft Foods Europe segment.
We aligned the reporting of our Central Europe operations into our Kraft Foods Developing Markets segment to help build critical scale in these countries. We operate a country-led model in these markets.
We manufacture and market packaged food products, including snacks, beverages, cheese, convenient meals and various packaged grocery products. We manage and report operating results through three commercial units: Kraft Foods North America, Kraft Foods Europe and Kraft Foods Developing Markets. We manage the operations of Kraft Foods North America and Kraft Foods Europe by product category, and we manage the operations of Kraft Foods Developing Markets by geographic location. Our reportable segments are U.S. Beverages, U.S. Cheese, U.S. Convenient Meals, U.S. Grocery, U.S. Snacks, Canada North America Foodservice, Kraft Foods Europe (formerly known as European Union) and Kraft Foods Developing Markets.
Management uses segment operating income to evaluate segment performance and allocate resources. We believe it is appropriate to disclose this measure to help investors analyze segment performance and trends. Segment operating income excludes unrealized gains and losses on hedging activities (which are a component of cost of sales), certain components of our U.S. pension plan cost (which is a component of cost of sales and marketing, administration and research costs), general corporate expenses (which are a component of marketing, administration and research costs) and amortization of intangibles for all periods presented. In 2009, we began excluding certain components of our U.S. pension plan cost from segment operating income because we centrally manage pension plan funding decisions and the determination of discount rate, expected rate of return on plan assets and other actuarial assumptions. Therefore, we allocate only the service cost component of our U.S. pension plan expense to segment operating income. We exclude the unrealized gains and losses on hedging activities from segment operating income in order to provide better transparency of our segment operating results. Once realized, the gains and losses on hedging activities are recorded within segment operating results. Furthermore, we centrall |
Note 13. Subsequent Events: |
Note 13.Subsequent Events:
In July 2009, we announced our intention to redeem our November 2011, 7% $200 million debenture at par value. Upon early extinguishment of this debenture, we expect to record a loss of approximately $14 million.
We evaluated subsequent events through August5, 2009 and included all accounting and disclosure requirements related to subsequent events in our financial statements. |