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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): May 31, 2007
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 May 31, 2007 furnished
herewith as Exhibit 99.1.
This press release presents the financial results of the Registrant and its
business segments and identifies, in the fourth quarter and fiscal year ended
May 3, 2006 only, certain special items that impacted the financial results that
management deemed to be significant. These special items included 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. There were no special items in the fourth quarter
and fiscal year ended May 2, 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 fourth quarters and fiscal years
ended May 2, 2007 and May 3, 2006.
ITEM 8.01 OTHER INFORMATION
Attached is H.J. Heinz Company's press release dated May 31, 2007 furnished
herewith as Exhibit 99.2 announcing an increase to the Company's dividend.
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
May 31, 2007
99.2 H.J. Heinz Company Press Release dated
May 31, 2007
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: May 31, 2007
EXHIBIT INDEX
Exhibit NO. Description
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99.1 H. J. Heinz Company Press Release dated
May 31, 2007
99.2 H.J. Heinz Company Press Release dated
May 31, 2007