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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): June 1, 2006
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)
[X] 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))
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GENERAL
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Attached is H.J. Heinz Company's press release dated June 1, 2006 furnished
herewith as Exhibit 99.1.
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 fourth quarter and fiscal year ended May 3, 2006, costs for
downsizing, integration, separation and preparation for sale, net losses on
dispositions, impairments in anticipation of potential sales, non-cash asset
impairment charges for cost and equity investments, and the impact of the
American Jobs Creation Act. For the fiscal year ended April 27, 2005, these
special items include non-cash asset impairment charges for cost and equity
investments, and an asset impairment charge for the HAK vegetable product line
that was recognized during the fourth quarter.
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 measure of operating free cash
flow as defined below. This measure is utilized by senior management and the
board of directors to gauge our business operating performance, and management
believes this measure provides 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 our operations
that are captured in the other cash flow measures reported in the statement of
cash flows.
Disclosed on Exhibit 99.1 is supplemental information regarding
reconciliation and calculation of the non-GAAP measures discussed above in
connection with the financial results for the fourth quarters and year-to-date
periods of Fiscal Years 2006 and 2005.
ITEM 7.01. Regulation FD Disclosure.
Attached is H. J. Heinz Company's press release dated June 1, 2006, setting
forth its Superior Value and Growth Plan for Fiscal Years 2007 and 2008,
furnished herewith as Exhibit 99.2.
INDEX TO EXHIBITS
Exhibit Number
(Referenced to
Item 601 of
Regulation S-K) Description of Exhibit
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99.1 H.J. Heinz Company Press Release dated
June 1, 2006
99.2 H.J. Heinz Company Press Release dated
June 1, 2006
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: June 1, 2006
EXHIBIT INDEX
Exhibit NO. Description
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99.1 H. J. Heinz Company Press Release dated
June 1, 2006
99.2 H. J. Heinz Company Press Release dated
June 1, 2006