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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): November 30, 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)
[ ] 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 November 30, 2006 furnished
herewith as Exhibit 99.1.
This press release presents the financial results of the Registrant and its
business segments and identifies, in the second quarter and six months ended
October 26, 2005 only, certain special items that impacted the financial results
that management deemed to be significant. These special items included costs for
downsizing and strategic review as well as a net charge primarily related to the
sale of a seafood business in Israel. There were no special items in the second
quarter and first six months of Fiscal Year 2007.
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 believes 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, including the
progress of management to profitably monetize low return assets. The sale of
low return assets will include, as previously discussed, the reduction of
production facilities throughout the world.
The limitation of operating free cash flow is that it adjusts for cash used for
capital expenditures and cash received from disposals of property, plant and
equipment, the net of which 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 second quarter periods and six month periods of Fiscal
Years 2007 and 2006.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) 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
November 30, 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: November 30, 2006
EXHIBIT INDEX
Exhibit NO. Description
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99.1 H. J. Heinz Company Press Release dated
November 30, 2006