8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Date of report (Date of earliest event reported): June 16, 2015

H. J. Heinz Corporation II

(Exact Name of Registrant as Specified in Its Charter)

Delaware	333-194441-12	46-2246679
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
One PPG Place, Suite 3100 Pittsburgh, Pennsylvania (Address of Principal Executive Offices)		15222 (Zip Code)

Registrant’s telephone number, including area code: (412) 456-5700

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))

Item 7.01. Regulation FD Disclosure.

On June 16, 2015, H. J. Heinz Corporation II (“Heinz”) disclosed its Adjusted EBITDA information in presentations made to certain potential investors. This Adjusted EBITDA information, including a reconciliation of the Adjusted EBITDA measure to the most directly comparable U.S. GAAP financial measure, is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Heinz also disclosed that it incurred capital expenditures of $399 million for the twelve months ended December 28, 2012 and incurred one-time capital expenditures related to footprint optimization of $147 million for the twelve months ended December 28, 2014.

Item 9.01. Financial Statements and Exhibits.

(d) The following exhibit is furnished with this Current Report on Form 8-K.

Exhibit No.	Description
99.1	Heinz Adjusted EBITDA information, dated June 16, 2015.

SIGNATURES

The registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 16, 2015	H. J. HEINZ CORPORATION II
	By:	/s/ Paulo Basilio
		Paulo Basilio Chief Financial Officer

EX-99.1

Exhibit 99.1

Heinz Adjusted EBITDA reconciliation

	Predecessor			Predecessor/Successor(a)					Successor
	12 Months Ended								3 Months Ended					12 Months Ended
(In millions, unless otherwise stated)	December 28, 2012(b)			December 29, 2013			December 28, 2014		March 30, 2014		March 29, 2015			March 29, 2015(b)
Income from continuing operations, net of tax	$	1,134		$	75		$	672	$	198	$	279		$	753
Interest expense, net		257			516			653		163		191			681
Provision for/(benefit from) income tax		215			(71	)		131		51		68			148
Depreciation, including accelerated depreciation for restructuring		294			375			430		147		65			348
Amortization(c)		41			70			100		24		25			101
EBITDA		1,941			965			1,986		583		628			2,031
Amortization of inventory step-up		—			383			—		—		—			—
Merger related costs		—			315			—		—		7			7
Severance related costs		46			276			175		54		5			126
Other restructuring charges(d)		54			73			56		14		10			52
Asset write-offs		—			2			79		7		2			74
Unrealized gain on derivative instruments		—			(118	)		—		—		—			—
Loss from the extinguishment of debt		—			129			—		—		—			—
Foodstar earn-out(e)		—			12			—		—		—			—
Other items(f)		(8	)		(11	)		200		9		25			216
Impairment loss on indefinite-lived trademarks		—			—			221		—		—			221
Other expense/(income), net(g)		15			63			115		21		(29	)		65
Stock based compensation(h)		55			23			8		1		3			10
Adjusted EBITDA	$	2,103		$	2,112		$	2,840	$	689	$	651		$	2,802

(a) The 12 months ended December 29, 2013 includes 24 weeks from the predecessor period December 24, 2012—June 7 2013 and 29 weeks from the successor period February 8, 2013—December 29, 2013. Income/(loss) from continuing operations, net of tax was $141 and ($66) for these periods respectively.

(b) Derived from internal accounting records but does not represent a fiscal period of the company.

(c) Excludes amortization of deferred financing costs and bond discounts which are recorded in interest expense.

(d) Includes other restructuring charges associated with other implementation costs, primarily for professional fees, and contract and lease termination costs.

(e) Earn-out payments relating to Heinz’s acquisition of Foodstar Holding Pte in 2011, a manufacturer of soy sauces and fermented bean curd in China, contingent upon certain net sales and EBITDA targets.

(f) The Successor periods include incremental costs primarily for additional warehousing and other logistics costs incurred related to the U.S. rollout of the SAP enterprise resource planning software suite, which was launched in the second quarter of 2014, along with equipment relocation charges, severance and consulting and advisory charges not specifically related to restructuring activities and other items that management believes do not directly reflect our core operations.

(g) In all periods, primarily represents net currency gains and loss related to foreign currency translation hedge contracts and foreign currency transactions. The predecessor periods also include write-offs of tax indemnity receivables with an offsetting benefit in income tax expense related to the reversal of an uncertain income tax liability due to the expiration of the statute of limitations in a foreign tax jurisdiction.

(h) Stock-based compensation expense and expense associated with the former Long-term Performance Program.