11-K 1 j1450901e11vk.txt H.J. HEINZ COMPANY 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004 [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR THE TRANSITION PERIOD FROM____________________TO____________ COMMISSION FILE NUMBER 1-3385 H. J. HEINZ COMPANY FOODSERVICE 401(K) PLAN (Title of Plan) H. J. HEINZ COMPANY (Name of Issuer of securities held pursuant to the Plan) 600 GRANT STREET PITTSBURGH, PA 15219 (Address of Plan and of principal executive office of Issuer) FINANCIAL STATEMENTS AND EXHIBITS The following Plan financial statements are attached hereto: 1. Report of Independent Registered Public Accounting Firm 2. Statements of Net Assets Available for Benefits as of December 31, 2004 and 2003 3. Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2004 4. Notes to Financial Statements 5. Supplemental Schedule of Assets (Held at End of Year) Exhibits required to be filed by Item 601 of Regulation S-K are listed below and are filed as a part hereof. Documents not designated as being incorporated herein by reference are filed herewith. The paragraph number corresponds to the exhibit number designated in Item 601 of Regulation S-K. 23. The consent of Independent Registered Public Accounting Firm dated June 24, 2005 is filed herein. 1 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Employee Benefits Administration Board has duly caused this Form 11-K Annual Report to be signed on its behalf by the undersigned; thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania. H. J. HEINZ COMPANY FOODSERVICE 401(K) PLAN (Name of Plan) EMPLOYEE BENEFITS ADMINISTRATION BOARD By: /s/ RANDOLPH W. KEUCH ------------------------------------ RANDOLPH W. KEUCH VICE PRESIDENT, TOTAL REWARDS June 28, 2005 2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Participants and the H. J. Heinz Company Employee Benefits Administration Board: In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of H. J. Heinz Company Foodservice 401(k) Plan (the "Plan") at December 31, 2004 and 2003, and the changes in net assets available for benefits for the year ended December 31, 2004 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ PricewaterhouseCoopers LLP Pittsburgh, Pennsylvania June 24, 2005 3 H. J. HEINZ COMPANY FOODSERVICE 401(K) PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, ------------------------- 2004 2003 ---------- ---------- Assets: Participant-directed Investments, at fair value: $5,695,322 $4,354,137 Participant Loans 40,876 87,756 Contributions receivable: Employee 30,532 26,119 Employer 12,867 10,767 ---------- ---------- Total contributions receivable 43,399 36,886 ---------- ---------- Net Assets Available for Benefits $5,779,597 $4,478,779 ========== ==========
The accompanying notes are an integral part of the financial statements. 4 H. J. HEINZ COMPANY FOODSERVICE 401(K) PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS for the Year Ended December 31, 2004 Additions: Investment income: Net appreciation in fair value of investments $ 328,140 Interest 3,789 Dividends 80,038 Contributions: Participant 929,012 Employer 336,016 ---------- Total additions 1,676,995 ---------- Deductions: Withdrawals 501,300 Administrative expenses 47,261 ---------- Total deductions 548,561 ---------- Transfers in from other plans: (Note 7) 172,384 Net increase in net assets available for benefits for the year 1,300,818 Net assets available for benefits at the beginning of the year 4,478,779 ---------- Net assets available for benefits at the end of the year $5,779,597 ==========
The accompanying notes are an integral part of the financial statements. 5 H. J. HEINZ COMPANY FOODSERVICE 401(K) PLAN Notes to Financial Statements (1) PLAN DESCRIPTION: The following description of the H. J. Heinz Company ("Company") Foodservice 401(k) Plan ("Plan") provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. General The Plan is a defined contribution plan that was adopted on January 1, 2002 to provide retirement benefits for employees of Portion Pac and Todds divisions of H.J. Heinz Company, L.P., a subsidiary of the Company. In January 2003, the Royal American Foods, Inc. Profit Sharing Plan and Trust, and the Alden Merrell Corporation Retirement Savings Plan were merged into the Plan (Note 7). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The administration of the Plan and the responsibility for interpreting and carrying out its provisions is vested in the Employee Benefits Administration Board ("Committee"). The Committee consists of members appointed by the Board of Directors of the Company ("The Board") upon the recommendation of the Investment and Retirement Plan Oversight Committee of the Company. The members of the Committee are not compensated for serving on the Committee. The Circle Trust Company is trustee ("Trustee") of the Plan. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Investment Risks The Plan provides for various investment options. Any investment is exposed to various risks, such as interest rate, market and credit. These risks could result in a material effect on participants' account balances and the amounts reported in the statements of net assets available for benefits and the statement of changes in net assets available for benefits. Contributions Participants may voluntarily make qualified retirement contributions to the Plan, which are tax-deferred under Section 401(k) of the Internal Revenue Code of 1986, as amended (the "Code"). In order to participate, employees must make a minimum contribution of 1% of compensation. Participant contributions are permitted up to 75% of compensation. Tax deferred contributions made by certain highly compensated participants may be limited under Code rules. Tax deferred contributions by any participant under the Plan and any other qualified cash or deferred arrangement were limited to $13,000 ($16,000 if over age 50) in 2004 and $12,000 ($14,000 if over age 50) in 2003. A participant affected by these limitations is given timely notification by the Committee. The Plan provides that the Company may make discretionary contributions. The Company may also make qualified non-elective contributions to non-highly compensated participants; however, annual contributions by the Company are not required. For the years ended December 31, 2004 and 2003, the Company contribution ranged from $.50 for each tax deferred dollar (up to 5% of participants' earnings) to $1.00 for each tax deferred dollar (up to 3% of participants' earnings). Company and participant contributions may not exceed the maximum amount deductible for federal income tax purposes. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. 6 H. J. HEINZ COMPANY FOODSERVICE 401(K) PLAN Notes to Financial Statements (Continued) Participant Accounts Each participant's account is credited with the participant's contributions and allocations of the Company's contributions, investment earnings and losses, and administrative expenses. Allocations are based on participant earnings or account balances, as defined in the plan document. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. Vesting Participants are immediately vested in their voluntary contributions and the Company's discretionary non-elective contributions, plus actual earnings and losses. Vesting in the Company's discretionary contribution portion of their accounts plus actual earnings and losses thereon is based on years of continuous service. Participants are 100% vested in the Company's contributions after three years of service. Participant accounts are non-forfeitable and 100% vested upon termination of the Plan. Withdrawals and Distributions A participant's vested account balance will be available for withdrawal if the participant: (a) has at least 5 years of continuous membership in the Plan, or (b) has attained age 59 1/2. A participant may not withdraw any amount from their account during active employment before age 59 1/2 except for hardship as defined in the Plan. A participant who qualifies for a hardship withdrawal is suspended from making contributions to the Plan for six months. Under present IRS rules, a "hardship" means an immediate and heavy need to draw on financial resources to meet obligations related to health, education or housing. A participant, upon termination of service due to death, permanent disability, or retirement, receives a lump-sum payment of their account balance. For termination of service due to other reasons, a participant will receive only the vested portion of their account as a lump-sum distribution. Loans The granting of participant loans was discontinued effective February 1, 2003. Existing loans have interest rates commensurate with local prevailing rates as determined quarterly by the plan administrator. Principal and interest are paid ratably through payroll deductions. The interest rates for all outstanding loans for the years ended December 31, 2004 and 2003 ranged from 5.25% to 10.5%. Termination The term of the Plan is indefinite, subject to termination at any time by the Board of the Company. In the event the Plan is terminated, participants will become fully vested in their accounts. The Company has no intention to terminate the Plan at this time. Administration Expenses The Company pays a portion of Plan expenses. Expenses paid by the Plan include loan processing and other administrative expenses. 7 H. J. HEINZ COMPANY FOODSERVICE 401(K) PLAN Notes to Financial Statements (Continued) (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Investment Valuation Investments are stated at fair value as reported by the Trustee. Quoted market prices are used to value investments. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year-end. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. Loans are valued at their outstanding balance, which approximates fair value. (3) FEDERAL INCOME TAXES: The Company adopted a prototype cash or deferred profit-sharing plan which received a favorable opinion letter from the IRS on November 19, 2001, which stated that the Plan and related trust are designed in accordance with applicable sections of the Code. The Company has not received a determination letter from the IRS stating that the Plan is qualified under Section 401(a) of the Code. However, the plan administrator and the plan's tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Code. Therefore, no provision for income tax has been included in the Plan's financial statements. Under present Federal income tax laws and regulations, and as long as the Plan is approved as a qualified plan, participants are not subject to Federal income taxes as a result of their participation in the Plan until their accounts are withdrawn or distributed to them. (4) INVESTMENTS: The fair value of investments that represent 5% or more of the Plan's net assets as of December 31, 2004 and 2003 are as follows:
December 31, December 31, 2004 2003 ------------ ------------ American Balanced Fund $ 549,354 $ 418,556 Bond Fund of America 360,263 303,127 Washington Mutual Investment Fund 778,824 553,080 U.S. Government Securities Fund 466,478 443,071 CCTC Stable Value Fund 506,605 462,768 H. J. Heinz Company Stock 787,920 511,956 Janus Equity Income Fund 709,398 527,696 Janus Worldwide Fund 293,182 -- Scudder Large Company Growth Fund 399,348 310,475 Vanguard Index Trust 500 Fund 544,887 385,784
8 H. J. HEINZ COMPANY FOODSERVICE 401(K) PLAN Notes to Financial Statements (Continued) (5) FORFEITURES: Company contributions which have been credited to participants' accounts and which have not vested are forfeited upon termination of employment. These forfeitures are used to reduce the Company's contributions to the Plan. During 2004 and 2003, forfeitures were $5,281 and $3,612, respectively. (6) RELATED PARTY TRANSACTIONS: Circle Trust Company, the trustee of the Plan, manages certain Plan investments. Therefore these transactions qualify as party-in-interest transactions and are denoted as such on the supplemental Schedule of Assets (Held at End of Year). Certain Plan investments are publicly traded common stock of H.J. Heinz Company, the Plan sponsor. The Plan purchased 7,974 shares of Company Stock at a cost of $294,705 and sold 2,139 shares of Company Stock for $80,064 during Plan year 2004. (7) PLAN MERGER: In February 2004, $172,384 was merged into the Plan from the Truesoups 401(k) Retirement Plan. (8) SUBSEQUENT EVENTS: In May 2005, The Board approved the merger of the Plan into the H. J. Heinz Company Retirement and Savings Plan for salaried employees and the H. J. Heinz Company SAVER Plan for hourly employees. The assets will be transferred over several months beginning in January 2005 and ending in July 2005. 9 H. J. HEINZ COMPANY FOODSERVICE 401(K) PLAN EIN 25-0542520 Plan 012 Schedule H, Line 4i --- Schedule of Assets (Held At End of Year)
(c) Description of investment including (b) Identity of issue, borrower maturity date, rate of interest, collateral, (a) lessor, or similar party par or maturity value (d) Cost (e) Current Value ----- ----------------------------------- ----------------------------------------- -------- ----------------- Mutual Funds: Alliance Capital AllianceBernstein Exchange Reserves ** $ 1,300 American Funds American Balanced Fund ** $ 549,354 American Funds Bond Fund of America ** $ 360,263 American Funds Washington Mutual Investment Fund ** $ 778,824 American Funds U.S. Government Securities Fund ** $ 466,478 * CCTC Stable Value Fund ** $ 506,605 Invesco Small Company Growth Fund ** $ 281,066 Janus Equity Income Fund ** $ 709,398 Janus Worldwide Fund ** $ 293,182 Scudder Large Company Growth Fund ** $ 399,348 Vanguard Index Trust 500 Fund ** $ 544,887 * H. J. Heinz Company 18,955 shares ** $ 787,920 Del Monte Corporation 1,483 shares ** $ 16,697 * Participant Loans interest rates from 5.25% - 10.5% ** $ 40,876 ----------------- Total Investments $ 5,736,198 =================
* Denotes a party-in-interest, for which a statutory exemption exists. ** Not required for participant directed plans 10 EXHIBIT INDEX Exhibits required to be filed by Item 601 of Regulation S-K are listed below and are filed as part hereof. Documents not designated as being incorporated herein by reference are filed herewith. The paragraph number corresponds to the exhibit number designated in Item 601 of Regulation S-K. 23. The consent of PricewaterhouseCoopers LLP dated June 24, 2005 is filed herein. 11