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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): February 28, 2005
H. J. HEINZ COMPANY
(Exact name of registrant as specified in its charter)
Pennsylvania 1-3385 25-0542520
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
600 Grant Street, Pittsburgh, 15219
Pennsylvania (Zip Code)
(Address of principal executive offices)
412-456-5700
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) GENERAL
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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Attached is H.J. Heinz Company's press release dated February 28, 2005 furnished
herewith as Exhibit 99.
This press release presents the financial results of the Registrant and its
business segments and identifies certain special items that impacted the
financial results that management deemed to be significant. These special items
include, in the three and nine months ended January 26, 2005, non-cash asset
impairment charges for cost and equity investments. For the nine months ended
January 28, 2004, they include the impact of reorganization costs, incurred
primarily as a result of efforts to "right-size" our business subsequent to
the Del Monte transaction, which reduced our worldwide revenue base by 20%, and
the gain on the sale of the company's bakery business in Northern Europe.
Operating segment income and net income excluding these special items is not a
measure that is defined in generally accepted accounting principles ("GAAP").
These special items are measures that management believe are important to adjust
for in order to have a meaningful year to year comparison and to provide a basis
for future projections and for estimating our earnings growth prospects. These
non-GAAP measures are used by management as a supplemental performance measure
to judge profitability of core businesses absent special items. For compensation
purposes, for example, it would unfairly reward or punish managers for corporate
special charges outside their control. These measures provide a more consistent
view of performance than the closest GAAP equivalent for management and
investors. Management compensates for this by using these measures in
combination with the GAAP measures.
This press release also presents the business measures of operating free cash
flow and net debt as defined below. These measures are utilized by senior
management and the board of directors to gauge our business operating
performance, and management believes these measures provide clarity in
understanding the trends of the business. Management, and investors, can benefit
from the use of the operating free cash flow measure as it provides cash flow
derived from product sales and the short-term application of cash, including the
effect of capital expenditures.
The limitation of operating free cash flow is that it adjusts for cash used for
capital expenditures that is no longer available to the Company for other
purposes. Management compensates for this limitation by using the GAAP operating
cash flow number as well. Operating free cash flow does not represent residual
cash flow available for discretionary expenditures and does not provide insight
to the entire scope of the historical cash inflows or outflows of an operations
that are captured in the other cash flow measures reported in the statement of
cash flows. Net debt is an additional measure that is important to our liquidity
and financial condition.
Disclosed on Exhibit 99 is supplemental information regarding reconciliation and
calculation of the non-GAAP measures discussed above in connection with the
financial results for the third quarter and nine month year-to-date periods for
Fiscal Years 2004 and 2005.
INDEX TO EXHIBITS
Exhibit Number
(Referenced to
Item 601 of
Regulation S-K) Description of Exhibit
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99 H.J. Heinz Company Press Release dated
February 28, 2005
SIGNATURE
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
By /s/ Arthur Winkleblack
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Arthur Winkleblack
Executive Vice President and
Chief Financial Officer
Dated: February 28, 2005
EXHIBIT INDEX
Exhibit NO. Description
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99 H. J. Heinz Company Press Release dated
February 28, 2005