<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 1996
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
------------------- ------------------
FOR THE NINE MONTHS ENDED JANUARY 31, 1996 COMMISSION FILE NUMBER 1-3385
H. J. HEINZ COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
PENNSYLVANIA 25-0542520
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 GRANT STREET, PITTSBURGH, PENNSYLVANIA 15219
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 412-456-5700
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
requirements for the past 90 days. Yes X No
---- ----
The number of shares of the Registrant's Common Stock, par value $.25 per
share, outstanding as of February 29, 1996, was 370,263,929 shares.
<PAGE>
PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
H. J. HEINZ COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
January 31, 1996 January 25, 1995
---------------- ----------------
FY 1996 FY 1995
(Unaudited)
(In Thousands, Except
per Share Amounts)
<S> <C> <C>
Sales.................................................................... $ 6,575,708 $ 5,665,334
Cost of products sold.................................................... 4,166,161 3,603,479
----------------- -----------------
Gross profit............................................................. 2,409,547 2,061,855
Selling, general and administrative expenses............................. 1,427,731 1,228,604
----------------- -----------------
Operating income......................................................... 981,816 833,251
Interest income.......................................................... 30,392 25,655
Interest expense......................................................... 208,849 141,576
Other expense, net....................................................... 23,243 30,395
----------------- -----------------
Income before income taxes............................................... 780,116 686,935
Provision for income taxes............................................... 290,996 254,360
----------------- -----------------
Net income............................................................... $ 489,120 $ 432,575
================= =================
Net income per share..................................................... $ 1.30 $ 1.16
================= =================
Cash dividends per share................................................. $ .77 $ .70
================= =================
Average common shares outstanding........................................ 376,929 373,399
================= =================
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
------------------
2
<PAGE>
H. J. HEINZ COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
January 31, 1996 January 25, 1995
---------------- ----------------
FY 1996 FY 1995
(Unaudited)
(In Thousands, Except
per Share Amounts)
<S> <C> <C>
Sales.................................................................... $ 2,193,138 $ 1,953,855
Cost of products sold.................................................... 1,380,830 1,232,404
----------------- -----------------
Gross profit............................................................. 812,308 721,451
Selling, general and administrative expenses............................. 497,873 447,078
----------------- -----------------
Operating income......................................................... 314,435 274,373
Interest income.......................................................... 10,869 9,021
Interest expense......................................................... 70,858 55,315
Other expense, net....................................................... 9,114 12,037
----------------- -----------------
Income before income taxes............................................... 245,332 216,042
Provision for income taxes............................................... 88,848 77,775
----------------- -----------------
Net income............................................................... $ 156,484 $ 138,267
================= =================
Net income per share..................................................... $ .42 $ .38
================= =================
Cash dividends per share................................................. $ .26-1/2 $ .24
================= =================
Average common shares outstanding........................................ 376,929 373,399
================= =================
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
------------------
3
<PAGE>
H. J. HEINZ COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
January 31, 1996 May 3, 1995*
---------------- ------------
FY 1996 FY 1995
(Unaudited)
(Thousands of Dollars)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents.................................................. $ 154,037 $ 124,338
Short-term investments, at cost which
approximates market...................................................... 60,922 82,693
Receivables, net........................................................... 1,109,728 1,030,790
Inventories................................................................ 1,564,487 1,374,570
Prepaid expenses and other current assets.................................. 280,092 210,631
----------------- -------------
Total current assets.................................................. 3,169,266 2,823,022
----------------- -------------
Property, plant and equipment.............................................. 4,197,288 4,004,654
Less accumulated depreciation.............................................. 1,605,475 1,470,278
----------------- -------------
Total property, plant and equipment, net.............................. 2,591,813 2,534,376
----------------- -------------
Investments, advances and other assets..................................... 520,558 543,032
Goodwill, net.............................................................. 1,683,918 1,682,933
Other intangibles, net..................................................... 652,631 663,825
----------------- -------------
Total other noncurrent assets......................................... 2,857,107 2,889,790
----------------- -------------
Total assets.......................................................... $ 8,618,186 $ 8,247,188
================= =============
</TABLE>
*Summarized from audited fiscal year 1995 balance sheet.
See Notes to Condensed Consolidated Financial Statements.
------------------
4
<PAGE>
H. J. HEINZ COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
January 31, 1996 May 3, 1995*
---------------- ------------
FY 1996 FY 1995
(Unaudited)
(Thousands of Dollars)
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Short-term debt............................................................ $ 1,281,472 $ 1,018,354
Portion of long-term debt due within one year.............................. 88,405 55,937
Accounts payable........................................................... 710,488 720,747
Salaries and wages......................................................... 60,263 77,276
Accrued marketing.......................................................... 116,825 141,701
Other accrued liabilities.................................................. 369,643 470,842
Income taxes............................................................... 137,259 79,209
----------------- -------------
Total current liabilities............................................. 2,764,355 2,564,066
----------------- -------------
Long-term debt............................................................. 2,238,975 2,326,785
Deferred income taxes...................................................... 367,880 348,576
Non-pension postretirement benefits........................................ 209,152 220,673
Other liabilities.......................................................... 334,165 314,219
----------------- -------------
Total long-term debt and other liabilities............................ 3,150,172 3,210,253
----------------- -------------
Shareholders' Equity:
Capital stock.............................................................. 108,093 108,132
Additional capital......................................................... 158,731 121,291
Retained earnings.......................................................... 4,084,191 3,878,988
Cumulative translation adjustments......................................... (178,093) (157,159)
----------------- -------------
4,172,922 3,951,252
Less:
Treasury stock at cost (61,371,837 shares at January 31,
1996 and 65,587,400 shares at May 3, 1995)............................ 1,445,450 1,450,724
Unearned compensation relating to the ESOP............................... 23,813 27,659
----------------- -------------
Total shareholders' equity............................................ 2,703,659 2,472,869
----------------- -------------
Total liabilities and shareholders' equity............................ $ 8,618,186 $ 8,247,188
================= =============
</TABLE>
*Summarized from audited fiscal year 1995 balance sheet.
See Notes to Condensed Consolidated Financial Statements.
------------------
5
<PAGE>
H. J. HEINZ COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
January 31, 1996 January 25, 1995
---------------- ----------------
FY 1996 FY 1995
(Unaudited)
(Thousands of Dollars)
<S> <C> <C>
Cash Provided by Operating Activities.................................. $ 274,191 $ 286,401
----------------- -----------------
Cash Flows from Investing Activities:
Capital expenditures.............................................. (246,069) (210,601)
Acquisitions, net of cash acquired................................ (96,532) (449,212)
Purchases of short-term investments............................... (864,989) (1,368,048)
Sales and maturities of short-term investments.................... 890,427 1,372,627
Investment in tax benefits........................................ 61,952 15,807
Other items, net.................................................. 58,524 (1,504)
----------------- -----------------
Cash (used for) investing activities......................... (196,687) (640,931)
----------------- -----------------
Cash Flows from Financing Activities:
Proceeds from long-term debt...................................... 5,606 318,923
Payments on long-term debt........................................ (51,141) (10,247)
Proceeds from short-term debt, net................................ 237,431 471,194
Dividends......................................................... (283,917) (257,820)
Purchases of treasury stock....................................... (65,118) (255,634)
Exercise of stock options......................................... 70,716 23,705
Tax benefit from stock options exercised.......................... 36,330 4,942
Proceeds from minority interest................................... -- 56,971
Proceeds from borrowings against insurance policies............... 6,361 70,931
Repayments of borrowings against insurance policies............... -- (68,898)
Other items, net.................................................. 3,580 4,850
----------------- -----------------
Cash (used for) provided by financing activities............. (40,152) 358,917
----------------- -----------------
Effect of exchange rate changes on cash and cash
equivalents.......................................................... (7,653) 13,197
----------------- -----------------
Net increase in cash and cash equivalents.............................. 29,699 17,584
Cash and cash equivalents at beginning of year......................... 124,338 98,536
----------------- -----------------
Cash and cash equivalents at end of period............................. $ 154,037 $ 116,120
================= =================
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
------------------
6
<PAGE>
H. J. HEINZ COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) The Management's Discussion and Analysis of Financial Condition and Results
of Operations which follows these notes contains additional information on
the results of operations and the financial position of the company. Those
comments should be read in conjunction with these notes. The company's
annual report on Form 10-K for the fiscal year ended May 3, 1995 includes
additional information about the company, its operations, and its financial
position, and should be read in conjunction with this quarterly report on
Form 10-Q.
(2) The results for the interim periods are not necessarily indicative of the
results to be expected for the full fiscal year due to the seasonal nature
of the company's business. Certain prior year amounts have been
reclassified in order to conform with the fiscal 1996 presentation.
(3) In the opinion of management, all adjustments, which are of a normal and
recurring nature, necessary for a fair statement of the results of
operations of these interim periods have been included.
(4) The composition of inventories at the balance sheet dates was as follows:
<TABLE>
<CAPTION>
January 31, 1996 May 3, 1995
---------------- -----------
<S> <C> <C>
(Thousands of Dollars)
Finished goods and work-in-process.................................... $ 1,161,839 $ 1,004,350
Packaging material and ingredients.................................... 402,648 370,220
----------------- -------------
$ 1,564,487 $ 1,374,570
================= =============
</TABLE>
(5) The provision for income taxes consists of provisions for federal, state,
U.S. possessions and foreign income taxes. The company operates in an
international environment with significant operations in various locations
outside the United States. Accordingly, the consolidated income tax rate is
a composite rate reflecting the earnings in the various locations and the
applicable tax rates.
(6) On September 5, 1995, the company amended the line of credit agreements
which support its domestic commercial paper programs. Total availability
under the domestic commercial paper programs is $2.0 billion, compared to
$2.3 billion under the fiscal 1995 programs.
The company amended the line of credit agreements which support the $1.6
billion domestic commercial paper program. The amended line of credit
agreements total $1.6 billion, of which $800 million expires on September
3, 1996 unless otherwise extended and the remaining $800 million expires in
September 2000. As a result, $800 million of the $1.5 billion domestic
commercial paper outstanding is classified as long-term debt as of January
31, 1996. As of May 3, 1995, $800 million of domestic commercial paper was
classified as long-term debt.
The company also amended the $700 million line of credit agreement which
supported its short-term privately placed commercial paper program. This
program initially had been used to finance the acquisition of the North
American pet food businesses of The Quaker Oats Company. The amended line
of credit agreement provides for borrowings of up to $400 million and
expires on September 3, 1996. A portion of the fiscal 1995 privately placed
commercial paper had previously been repaid through the issuance of
long-term debt in April 1995.
(7) On September 12, 1995, the company's board of directors authorized a
three-for-two stock split, effective October 3, 1995. There was no
adjustment in the par value or the total number of authorized common
shares. All prior year share and per share amounts have been adjusted to
reflect the three-for-two common stock split.
7
<PAGE>
H. J. HEINZ COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Unaudited)
(8) On September 12, 1995, the company's board of directors increased the
quarterly dividend on the company's common stock to $0.26-1/2 per share
from $0.24 per share, for an indicated annual rate of $1.06 per share.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
NINE MONTHS ENDED JANUARY 31, 1996 AND JANUARY 25, 1995
For the nine months ended January 31, 1996, sales increased $910.4 million,
or 16%, to $6,575.7 million from $5,665.3 million recorded in the same period a
year ago. The sales increase came primarily from acquisitions (net of
divestitures) of 9%, volume gains of 5%, the favorable effects of foreign
exchange translation rates of 1% and price increases of 1%. Domestic operations
provided 57% of the current period's net sales compared to 56% in the same
period last year.
Volume increases in Ore-Ida frozen potatoes, StarKist tuna, Heinz ketchup,
baby food, pasta, coated products and Ore-Ida Bagel Bites were partially offset
by decreases in weight loss products and single-serve condiments.
Price increases in single-serve condiments, Heinz grocery ketchup and baby
food were partially offset by price decreases in StarKist tuna, frozen entrees
and pet food.
Contributing to the sales dollar increase were the following fiscal 1995
acquisitions: The North American pet food businesses of The Quaker Oats Company
(the "Pet Food Business"); The All American Gourmet Company; the Farley's infant
foods and adult nutrition business; and the Family Products Division of Glaxo
India Ltd. During the first six months of fiscal 1996, the company acquired a
majority interest in PMV/Zabreh, a producer of infant formulas and dairy
products located in Zabreh, Moravia, Czech Republic. PMV/Zabreh holds leading
market shares in both the Czech and Slovak Republics for infant formula, sold
through pharmacies under the Sunar and Feminar brand names. The company also
increased its investment to 97% of Kecskemeti Konzervgyar R.T., which produces
jarred baby foods and canned vegetable products in Kecskemet, Hungary.
Also contributing to the sales dollar increase were the following fiscal
1996 third quarter acquisitions: Britwest Ltd. in the United Kingdom and
Fattoria Scaldasole S.p.A. in Italy. Britwest Ltd. markets single-serve
condiments, beverages and sauces in Britain and France. Fattoria Scaldasole
S.p.A. processes organic foods such as yogurts, milk, dairy products and fruit
juices. Divestitures impacting the nine month sales comparison include a
domestic bulk oil business and an overseas sweetener business.
Gross profit increased $347.7 million to $2,409.5 million from $2,061.9
million a year ago. The ratio of gross profit to sales increased to 36.6% from
36.4%. The current year's gross profit ratio was favorably impacted by cost
reductions and profit mix, which more than offset the effect of increased
goodwill amortization associated with recent acquisitions.
Operating income increased $148.6 million, or 18%, to $981.8 million from
$833.3 million for the same period last year. The increase in operating income
was primarily due to the sales-driven increase in gross profit, partially offset
by increased marketing expenses; higher selling and distribution expenses
related to increased volume; and higher general and administrative expenses
associated with acquisitions. For the nine months ended January 31, 1996,
domestic operations provided 56% of operating income compared to 55% in the same
period last year.
The Weight Watchers meeting business in the U.S. continues to show
weakness, offset somewhat by improvements overseas. Domestic classroom
attendance was affected by the severe winter weather. Increased competitor trade
promotions adversely affected frozen entree and dinner volume.
Through the third quarter of fiscal 1996, Heinz U.K.'s results continue to
show improvement over the prior year due to improved sales volumes and sales
prices.
9
<PAGE>
Net interest expense increased $62.5 million to $178.5 million from $115.9
million a year ago mainly due to higher borrowings resulting from acquisitions
and higher short-term interest rates.
The effective tax rate for the first nine months of the current fiscal year
increased to 37.3% from 37.0% for the same period a year ago.
Net income for the current period was $489.1 million, compared to $432.6
million for the same period last year, and earnings per share was $1.30 compared
to $1.16. Earnings per share amounts reflect the three-for-two stock split,
which was effective October 3, 1995.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JANUARY 31, 1996 AND JANUARY 25, 1995
For the three months ended January 31, 1996, sales increased $239.3
million, or 12%, to $2,193.1 million from $1,953.9 million recorded in the same
period a year ago. The sales increase came primarily from volume gains of 5%,
acquisitions (net of divestitures) of 5% and price increases of 2%. Foreign
exchange translation rates had a negligible effect on sales.
Volume increases were noted in Ore-Ida frozen foodservice potatoes,
StarKist tuna, pet food, coated products and pasta. These increases were
partially offset by a decrease in frozen entrees.
Price increases in single-serve condiments, Heinz grocery ketchup, baby
food and Ore-Ida retail potatoes were partially offset by price decreases in pet
food, StarKist tuna and soups.
Contributing to the third quarter sales dollar increase were the following
acquisitions: the Pet Food Business; The All American Gourmet Company;
PMV/Zabreh; Kecskemeti Konzervgyar R.T.; Britwest Ltd.; and Fattoria Scaldasole
S.p.A. Divestitures impacting the third quarter sales comparison include a
domestic bulk oil business and an overseas sweetener business.
Gross profit increased $90.9 million to $812.3 million from $721.5 million
a year ago. The ratio of gross profit to sales increased slightly to 37.0% from
36.9%. The current quarter's gross profit ratio was favorably impacted by cost
reductions and profit mix, which more than offset the effect of increased
goodwill amortization associated with recent acquisitions.
Operating income increased $40.1 million, or 15%, to $314.4 million from
$274.4 million for the same period last year. The increase in operating income
was primarily due to the sales-driven increase in gross profit, partially offset
by increased marketing expenses; higher selling and distribution expenses
related to increased volume; and higher general and administrative expenses
associated with acquisitions.
Net interest expense increased $13.7 million to $60.0 million from $46.3
million in the third quarter a year ago mainly due to higher borrowings
resulting from acquisitions.
The effective tax rate for the third quarter was 36.2% versus 36.0% for the
same period a year ago.
Net income for the current quarter was $156.5 million compared to $138.3
million for the same period last year, and earnings per share was $0.42 compared
to $0.38. Earnings per share amounts reflect the three-for-two stock split,
which was effective October 3, 1995.
LIQUIDITY AND FINANCIAL POSITION
Cash provided by operating activities totaled $274.2 million for the nine
month period ended January 31, 1996 compared to $286.4 million last year. Higher
operating earnings were offset somewhat by increased working capital
requirements in the current nine month period.
Cash used for investing activities required $196.7 million compared to
$640.9 million last year. Cash used for acquisitions in the current period
totaled $96.5 million, primarily due to the purchase of PMV/Zabreh in the Czech
Republic; the additional investment in Kecskemeti Konzervgyar R.T. in Hungary;
the purchase of Britwest Ltd. in the United Kingdom; the purchase
10
<PAGE>
of Fattoria Scaldasole S.p.A. in Italy; the purchase of the Craigs brand of jams
and dressings from Kraft General Foods New Zealand Ltd.; and the purchase of a
majority interest in Indian Ocean Tuna Ltd., located in the Seychelles. Cash
used for acquisitions in the prior year's comparable period totaled $449.2
million and included The All American Gourmet Company; the Family Products
Division of Glaxo India Ltd.; Farley's infant foods and adult nutrition
business; the Borden Foodservice Group; DEGA, a foodservice company located in
Italy; and other smaller acquisitions.
Investments in tax benefits provided $62.0 million compared to $15.8
million a year ago, due mainly to the termination of certain domestic
investments. Purchases of property, plant and equipment totaled $246.1 million
compared to $210.6 million a year ago.
Cash used for financing activities required $40.2 million compared to
providing $358.9 million last year. Cash used for dividend payments totaled
$283.9 million compared to $257.8 million in the prior period. Cash used for
treasury stock purchases decreased to $65.1 million (2.1 million shares) from
$255.6 million (10.8 million shares) in the prior period. Net proceeds on
short-term debt provided $237.4 million versus $471.2 million in the prior
year's comparable period. Proceeds from long-term debt decreased to $5.6 million
from the prior period total of $318.9 million, which was mainly due to the
issuance of $300 million three-year 8.0% notes in the prior period.
On September 5, 1995, the company amended the line of credit agreements
which support its domestic commercial paper programs. Total availability under
the domestic commercial paper programs is $2.0 billion, compared to $2.3 billion
under the fiscal 1995 programs.
The company amended the line of credit agreements which support the $1.6
billion domestic commercial paper program. The amended line of credit agreements
total $1.6 billion, of which $800 million expires on September 3, 1996 unless
otherwise extended, and the remaining $800 million expires in September 2000. As
a result, $800 million of the $1.5 billion domestic commercial paper outstanding
is classified as long-term debt as of January 31, 1996. As of May 3, 1995, $800
million of domestic commercial paper was classified as long-term debt.
The company also amended the $700 million line of credit agreement which
supported its short-term privately placed commercial paper program. This program
initially had been used to finance the acquisition of the Pet Food Business. The
amended line of credit agreement provides for borrowings of up to $400 million
and expires on September 3, 1996. A portion of the fiscal 1995 privately placed
commercial paper had previously been repaid through the issuance of long-term
debt in April 1995. The company continues to evaluate other long-term financing
vehicles in order to reduce short-term variable interest rate debt.
On September 12, 1995, the company's board of directors authorized a
three-for-two stock split, effective October 3, 1995. There was no adjustment in
the par value or the total number of authorized common shares.
Also on September 12, 1995, the company's board of directors increased the
quarterly dividend on the company's common stock to $0.26-1/2 per share from
$0.24 per share, for an indicated annual rate of $1.06 per share. On March 13,
1996, the company's board of directors declared the quarterly dividend on the
company's common stock of $0.26-1/2 per share to shareholders of record as of
the close of business March 25, 1996, payable April 10, 1996.
The company's financial position continues to remain strong, enabling it to
meet cash requirements for operations, capital expansion programs and dividends
to shareholders.
OTHER MATTERS
On March 6, 1996, the company announced that it had completed the
acquisition of Earth's Best, Inc. of Boulder, Colorado, a leading marketer of
organic baby foods. Earth's Best products are sold primarily in the United
States, Canada, Australia and the Far East.
11
<PAGE>
The company continues to implement its strategy to combine recent
acquisitions with existing operations. Cash expenditures related to exiting
activities and terminating or relocating certain employees of the acquired
companies have begun, and are expected to continue over approximately the next
twelve months. The company will finalize its integration plans by the end of the
fiscal year, making any necessary adjustments to the preliminary allocations of
purchase price. In management's opinion, the opening balance sheet accruals for
employee severance/relocation costs and facilities consolidation/closure costs
provided for in the preliminary allocations of purchase price are adequate.
On September 12, 1995, the Weight Watchers Gourmet Food Company announced
plans to close The All American Gourmet plant in Atlanta, Georgia. Operations
were phased out as of January 1996. The facility's dinner and entree production
lines have been consolidated with other company facilities. This closure is part
of the above mentioned strategy to combine recent acquisitions with existing
operations. The employee severance and exit costs related to this closure had
previously been provided for in the year end 1995 balance sheet as "other
accrued liabilities."
12
<PAGE>
PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Nothing to report under this item.
ITEM 2. CHANGES IN SECURITIES
Nothing to report under this item.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Nothing to report under this item.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Nothing to report under this item.
ITEM 5. OTHER INFORMATION
On March 6, 1996, the company announced that it had completed the
acquisition of Earth's Best, Inc. of Boulder, Colorado, a leading marketer of
organic baby foods. Earth's Best products are sold primarily in the United
States, Canada, Australia and the Far East.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required to be furnished by Item 601 of Regulation S-K are
listed below and are filed as part hereof. The Registrant has omitted
certain exhibits in accordance with Item 601(b)(4)(iii)(A) of Regulation
S-K. The Registrant agrees to furnish such documents to the Commission upon
request. Documents not designated as being incorporated herein by reference
are filed herewith. The paragraph numbers correspond to the exhibit numbers
designated in Item 601 of Regulation S-K.
11. Computation of net income per share.
27. Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended January 31,
1996.
13
<PAGE>
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.
<TABLE>
<S> <C>
H. J. HEINZ COMPANY
(Registrant)
/s/ DAVID R. WILLIAMS
Date: March 18, 1996 By......................................................
David R. Williams
Senior Vice President--Finance and
Chief Financial Officer
(Principal Financial Officer)
/s/ TRACY E. QUINN
Date: March 18, 1996 By......................................................
Tracy E. Quinn
Corporate Controller
(Principal Accounting Officer)
</TABLE>
14
<PAGE>
EXHIBIT 11
H. J. Heinz Company and Subsidiaries
COMPUTATION OF NET INCOME PER SHARE
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
------------------------
January 31, January 25,
1996 1995
---- ----
FY 1996 FY 1995
<S> <C> <C>
Primary income per share:
Net income....................................................................... $ 489,120 $ 432,575
Preferred dividends.............................................................. 44 49
------------ ------------
Net income applicable to common stock............................................ $ 489,076 $ 432,526
============ ============
Average common shares outstanding and
common stock equivalents....................................................... 376,929 373,399
============ ============
Net income per share--primary.................................................... $ 1.30 $ 1.16
============ ============
Fully diluted income per share:
Net income....................................................................... $ 489,120 $ 432,575
============ ============
Average common shares outstanding and
common stock equivalents....................................................... 376,929 373,399
Additional common shares assuming:
Conversion of $1.70 third cumulative preferred stock........................... 469 519
Additional common shares assuming options were exercised
at the period-end market price.............................................. 1,372 1,033
------------ ------------
Average common shares outstanding and
common stock equivalents....................................................... 378,770 374,951
============ ============
Net income per share--fully diluted............................................ $ 1.29 $ 1.15
============ ============
</TABLE>
All amounts in thousands except per share amounts.
Note: Prior year share and per share amounts have been adjusted to reflect
the three-for-two stock split, which was effective October 3, 1995.
------------------
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE PERIOD ENDED JANUARY 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAY-01-1996
<PERIOD-START> MAY-04-1995
<PERIOD-END> JAN-31-1996
<CASH> 154,037
<SECURITIES> 60,922
<RECEIVABLES> 1,109,728
<ALLOWANCES> 0
<INVENTORY> 1,564,487
<CURRENT-ASSETS> 3,169,266
<PP&E> 4,197,288
<DEPRECIATION> 1,605,475
<TOTAL-ASSETS> 8,618,186
<CURRENT-LIABILITIES> 2,764,355
<BONDS> 2,238,975
0
319
<COMMON> 107,774
<OTHER-SE> 2,595,566
<TOTAL-LIABILITY-AND-EQUITY> 8,618,186
<SALES> 6,575,708
<TOTAL-REVENUES> 6,575,708
<CGS> 4,166,161
<TOTAL-COSTS> 4,166,161
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 208,849
<INCOME-PRETAX> 780,116
<INCOME-TAX> 290,996
<INCOME-CONTINUING> 489,120
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 489,120
<EPS-PRIMARY> 1.30
<EPS-DILUTED> 1.29
<FN>
<F1>Per share amounts reflect the three-for-two stock
split, which was effective October 3, 1995.
</FN>
</TABLE>
