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|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
23-0691590
|
(State or other jurisdiction of incorporation
or organization) |
|
(I.R.S. Employer Identification No.)
|
100 Crystal A Drive, Hershey, PA
17033 |
||
(Address of principal executive offices)
(Zip Code) |
||
717-534-4200
|
||
(Registrant’s telephone number, including area code)
|
||
Not Applicable
|
||
(Former name, former address and former fiscal year, if changed since last report)
|
Large accelerated filer
x
|
|
Accelerated filer
¨
|
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
¨
|
|
|
Part I. Financial Information
|
Page Number
|
|
|
Item 1. Consolidated Financial Statements (Unaudited)
|
|
|
|
Consolidated Statements of Income
|
|
Three months ended July 1, 2012 and July 3, 2011
|
|
|
|
Consolidated Statements of Comprehensive Income
|
|
Three months ended July 1, 2012 and July 3, 2011
|
|
|
|
Consolidated Statements of Income
|
|
Six months ended July 1, 2012 and July 3, 2011
|
|
|
|
Consolidated Statements of Comprehensive Income
|
|
Six months ended July 1, 2012 and July 3, 2011
|
|
|
|
Consolidated Balance Sheets
|
|
July 1, 2012 and December 31, 2011
|
|
|
|
Consolidated Statements of Cash Flows
|
|
Six months ended July 1, 2012 and July 3, 2011
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition
|
|
|
|
Item 3. Quantitative and Qualitative Disclosures About Market Risk
|
|
|
|
Item 4. Controls and Procedures
|
|
|
|
Part II. Other Information
|
|
|
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
|
|
|
Item 5. Other Information
|
|
|
|
Item 6. Exhibits
|
|
For the Three Months Ended
|
||||||
|
July 1,
2012 |
|
July 3,
2011 |
||||
Net Sales
|
$
|
1,414,444
|
|
|
$
|
1,325,171
|
|
Costs and Expenses:
|
|
|
|
||||
Cost of Sales
|
795,923
|
|
|
760,851
|
|
||
Selling. marketing and administrative
|
391,405
|
|
|
345,918
|
|
||
Business realignment and impairment charges (credits), net
|
4,845
|
|
|
(9,952
|
)
|
||
Total costs and expenses
|
1,192,173
|
|
|
1,096,817
|
|
||
Income before Interest and Income Taxes
|
222,271
|
|
|
228,354
|
|
||
Interest expense, net
|
24,344
|
|
|
23,351
|
|
||
Income before Income Taxes
|
197,927
|
|
|
205,003
|
|
||
Provision for income taxes
|
62,242
|
|
|
74,984
|
|
||
Net Income
|
$
|
135,685
|
|
|
$
|
130,019
|
|
Earnings Per Share - Basic - Class B Common Stock
|
$
|
.56
|
|
|
$
|
.53
|
|
Earnings Per Share - Diluted - Class B Common Stock
|
$
|
.55
|
|
|
$
|
.53
|
|
Earnings Per Share - Basic - Common Stock
|
$
|
.62
|
|
|
$
|
.59
|
|
Earnings Per Share - Diluted - Common Stock
|
$
|
.59
|
|
|
$
|
.56
|
|
Average Shares Outstanding - Basic - Common Stock
|
165,021
|
|
|
166,302
|
|
||
Average Shares Outstanding - Basic - Class B Common Stock
|
60,630
|
|
|
60,632
|
|
||
Average Shares Outstanding - Diluted
|
228,853
|
|
|
230,301
|
|
||
Cash Dividends Paid Per Share:
|
|
|
|
||||
Common Stock
|
$
|
.380
|
|
|
$
|
.3450
|
|
Class B Common Stock
|
$
|
.344
|
|
|
$
|
.3125
|
|
|
For the Three Months Ended
|
||||||
|
July 1,
2012 |
|
July 3,
2011 |
||||
Net Income
|
$
|
135,685
|
|
|
$
|
130,019
|
|
|
|
|
|
||||
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Foreign currency translation adjustments
|
(11,077
|
)
|
|
3,729
|
|
||
Pension and post-retirement benefit plans
|
6,615
|
|
|
4,393
|
|
||
Cash flow hedges:
|
|
|
|
||||
Losses on cash flow hedging derivatives
|
(10,774
|
)
|
|
(3,312
|
)
|
||
Reclassification adjustments
|
16,012
|
|
|
(4,892
|
)
|
||
Total other comprehensive income (loss), net of tax
|
776
|
|
|
(82
|
)
|
||
Comprehensive Income
|
$
|
136,461
|
|
|
$
|
129,937
|
|
|
For the Six Months Ended
|
||||||
|
July 1,
2012 |
|
July 3,
2011 |
||||
Net Sales
|
$
|
3,146,508
|
|
|
$
|
2,889,394
|
|
Costs and Expenses:
|
|
|
|
||||
Cost of Sales
|
1,784,591
|
|
|
1,668,889
|
|
||
Selling. marketing and administrative
|
796,967
|
|
|
723,716
|
|
||
Business realignment and impairment charges (credits), net
|
8,149
|
|
|
(8,114
|
)
|
||
Total costs and expenses
|
2,589,707
|
|
|
2,384,491
|
|
||
Income before Interest and Income Taxes
|
556,801
|
|
|
504,903
|
|
||
Interest expense, net
|
48,368
|
|
|
47,828
|
|
||
Income before Income Taxes
|
508,433
|
|
|
457,075
|
|
||
Provision for income taxes
|
174,097
|
|
|
166,941
|
|
||
Net Income
|
$
|
334,336
|
|
|
$
|
290,134
|
|
Earnings Per Share - Basic - Class B Common Stock
|
$
|
1.38
|
|
|
$
|
1.19
|
|
Earnings Per Share - Diluted - Class B Common Stock
|
$
|
1.37
|
|
|
$
|
1.18
|
|
Earnings Per Share - Basic - Common Stock
|
$
|
1.52
|
|
|
$
|
1.31
|
|
Earnings Per Share - Diluted - Common Stock
|
$
|
1.46
|
|
|
$
|
1.26
|
|
Average Shares Outstanding - Basic - Common Stock
|
164,810
|
|
|
166,372
|
|
||
Average Shares Outstanding - Basic - Class B Common Stock
|
60,630
|
|
|
60,657
|
|
||
Average Shares Outstanding - Diluted
|
228,752
|
|
|
230,243
|
|
||
Cash Dividends Paid Per Share:
|
|
|
|
||||
Common Stock
|
$
|
.760
|
|
|
$
|
.690
|
|
Class B Common Stock
|
$
|
.688
|
|
|
$
|
.625
|
|
|
For the Six Months Ended
|
||||||
|
July 1,
2012 |
|
July 3,
2011 |
||||
Net Income
|
$
|
334,336
|
|
|
290,134
|
|
|
|
|
|
|
||||
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Foreign currency translation adjustments
|
1,662
|
|
|
13,607
|
|
||
Pension and post-retirement benefit plans
|
12,608
|
|
|
8,056
|
|
||
Cash flow hedges:
|
|
|
|
||||
Losses on cash flow hedging derivatives
|
(769
|
)
|
|
(4,286
|
)
|
||
Reclassification adjustments
|
33,303
|
|
|
(8,132
|
)
|
||
Total other comprehensive income, net of tax
|
46,804
|
|
|
9,245
|
|
||
Comprehensive Income
|
$
|
381,140
|
|
|
$
|
299,379
|
|
ASSETS
|
July 1,
2012 |
|
December 31,
2011 |
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
589,782
|
|
|
$
|
693,686
|
|
Accounts receivable - trade
|
353,337
|
|
|
399,499
|
|
||
Inventories
|
791,805
|
|
|
648,953
|
|
||
Deferred income taxes
|
121,192
|
|
|
136,861
|
|
||
Prepaid expenses and other
|
237,457
|
|
|
167,559
|
|
||
Total current assets
|
2,093,573
|
|
|
2,046,558
|
|
||
Property, Plant and Equipment, at cost
|
3,564,028
|
|
|
3,588,558
|
|
||
Less-accumulated depreciation and amortization
|
(1,980,724
|
)
|
|
(2,028,841
|
)
|
||
Net property, plant and equipment
|
1,583,304
|
|
|
1,559,717
|
|
||
Goodwill
|
589,464
|
|
|
516,745
|
|
||
Other Intangibles
|
219,028
|
|
|
111,913
|
|
||
Deferred Income Taxes
|
28,072
|
|
|
38,544
|
|
||
Other Assets
|
154,531
|
|
|
138,722
|
|
||
Total assets
|
$
|
4,667,972
|
|
|
$
|
4,412,199
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
388,472
|
|
|
$
|
420,017
|
|
Accrued liabilities
|
569,902
|
|
|
612,186
|
|
||
Accrued income taxes
|
1,930
|
|
|
1,899
|
|
||
Short-term debt
|
139,356
|
|
|
42,080
|
|
||
Current portion of long-term debt
|
347,312
|
|
|
97,593
|
|
||
Total current liabilities
|
1,446,972
|
|
|
1,173,775
|
|
||
Long-term Debt
|
1,498,669
|
|
|
1,748,500
|
|
||
Other Long-term Liabilities
|
608,664
|
|
|
617,276
|
|
||
Deferred Income Taxes
|
27,696
|
|
|
—
|
|
||
Total liabilities
|
3,582,001
|
|
|
3,539,551
|
|
||
Stockholders' Equity:
|
|
|
|
||||
The Hershey Company Stockholders’ Equity
|
|
|
|
||||
Preferred Stock, shares issued: none in 2012 and 2011
|
—
|
|
|
—
|
|
||
Common Stock, shares issued: 299,271,827 in 2012 and 299,269,702 in 2011
|
299,271
|
|
|
299,269
|
|
||
Class B Common Stock, shares issued: 60,629,917 in 2012 and
60,632,042 in 2011
|
60,630
|
|
|
60,632
|
|
||
Additional paid-in capital
|
557,392
|
|
|
490,817
|
|
||
Retained earnings
|
4,866,839
|
|
|
4,699,597
|
|
||
Treasury-Common Stock shares at cost: 133,771,908 in 2012 and
134,695,826 in 2011
|
(4,324,278
|
)
|
|
(4,258,962
|
)
|
||
Accumulated other comprehensive loss
|
(395,527
|
)
|
|
(442,331
|
)
|
||
The Hershey Company stockholders’ equity
|
1,064,327
|
|
|
849,022
|
|
||
Noncontrolling interests in subsidiaries
|
21,644
|
|
|
23,626
|
|
||
Total stockholders' equity
|
1,085,971
|
|
|
872,648
|
|
||
Total liabilities and stockholders' equity
|
$
|
4,667,972
|
|
|
$
|
4,412,199
|
|
|
For the Six Months Ended
|
||||||
|
July 1,
2012 |
|
July 3,
2011 |
||||
Cash Flows Provided from (Used by) Operating Activities
|
|
|
|
||||
Net Income
|
$
|
334,336
|
|
|
$
|
290,134
|
|
Adjustments to Reconcile Net Income to Net Cash
|
|
|
|
||||
Provided from Operations:
|
|
|
|
||||
Depreciation and amortization
|
109,635
|
|
|
102,792
|
|
||
Stock-based compensation expense, net of tax of $8,486 and
$8,730, respectively
|
16,110
|
|
|
15,189
|
|
||
Excess tax benefits from exercise of stock options
|
(23,849
|
)
|
|
(7,117
|
)
|
||
Deferred income taxes
|
1,999
|
|
|
(4,956
|
)
|
||
Business realignment and impairment charges, net of tax of $15,561 and $2,782, respectively
|
27,022
|
|
|
5,138
|
|
||
Contributions to pension plans
|
(1,765
|
)
|
|
(2,595
|
)
|
||
Changes in assets and liabilities, net of effects from business acquisitions:
|
|
|
|
||||
Accounts receivable - trade
|
57,487
|
|
|
93,115
|
|
||
Inventories
|
(170,215
|
)
|
|
(118,202
|
)
|
||
Accounts payable
|
(8,605
|
)
|
|
21,472
|
|
||
Other assets and liabilities
|
(27,997
|
)
|
|
(108,278
|
)
|
||
Net Cash Flows Provided from Operating Activities
|
314,158
|
|
|
286,692
|
|
||
Cash Flows Provided from (Used by) Investing Activities
|
|
|
|
||||
Capital additions
|
(139,488
|
)
|
|
(171,046
|
)
|
||
Capitalized software additions
|
(8,319
|
)
|
|
(8,933
|
)
|
||
Proceeds from sales of property, plant and equipment
|
76
|
|
|
209
|
|
||
Loan to affiliate
|
(16,000
|
)
|
|
—
|
|
||
Business acquisitions
|
(172,856
|
)
|
|
(5,750
|
)
|
||
Net Cash Flows (Used by) Investing Activities
|
(336,587
|
)
|
|
(185,520
|
)
|
||
Cash Flows Provided from (Used by) Financing Activities
|
|
|
|
||||
Net increase in short-term debt
|
95,130
|
|
|
10,658
|
|
||
Long-term borrowings
|
49
|
|
|
478
|
|
||
Repayment of long-term debt
|
(2,134
|
)
|
|
(3,172
|
)
|
||
Cash dividends paid
|
(167,094
|
)
|
|
(152,689
|
)
|
||
Exercise of stock options
|
185,600
|
|
|
135,040
|
|
||
Excess tax benefits from exercise of stock options
|
23,849
|
|
|
7,117
|
|
||
Contributions from noncontrolling interests in subsidiaries
|
1,470
|
|
|
—
|
|
||
Repurchase of Common Stock
|
(218,345
|
)
|
|
(192,949
|
)
|
||
Net Cash Flows (Used by) Financing Activities
|
(81,475
|
)
|
|
(195,517
|
)
|
||
Decrease in Cash and Cash Equivalents
|
(103,904
|
)
|
|
(94,345
|
)
|
||
Cash and Cash Equivalents, beginning of period
|
693,686
|
|
|
884,642
|
|
||
Cash and Cash Equivalents, end of period
|
$
|
589,782
|
|
|
$
|
790,297
|
|
|
|
|
|
||||
Interest Paid
|
$
|
49,151
|
|
|
$
|
47,726
|
|
Income Taxes Paid
|
$
|
218,246
|
|
|
$
|
193,698
|
|
In thousands of dollars
|
Purchase Price Allocation
(1)
|
|
Estimated Useful Life
|
||||
Goodwill
|
$
|
66,239
|
|
|
Indefinite
|
||
Trademarks
|
60,253
|
|
|
25 Years
|
|||
Other intangibles
(2)
|
50,928
|
|
|
6
|
to
|
17 Years
|
|
Other assets, net of liabilities assumed
|
23,781
|
|
|
|
|||
Non-current deferred tax liabilities
|
(28,345
|
)
|
|
|
|||
Purchase Price
|
$
|
172,856
|
|
|
|
(1)
|
The purchase price allocation is preliminary due to ongoing analysis to determine the fair value of acquired intangibles, property plant and equipment, working capital adjustments and the tax basis of acquired assets and liabilities. We expect to finalize the purchase price allocation by the end of 2012.
|
(2)
|
Includes customer relationships, patents and covenants not to compete.
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
In millions of dollars
|
July 1,
2012 |
|
July 3,
2011 |
|
July 1,
2012 |
|
July 3,
2011 |
||||||||
Total compensation amount charged against income for stock options, performance stock units (“PSUs”) and restricted stock units ("RSUs")
|
$
|
13.1
|
|
|
$
|
8.9
|
|
|
$
|
24.6
|
|
|
$
|
24.0
|
|
Total income tax benefit recognized in the Consolidated Statements of Income for share-based compensation
|
$
|
4.4
|
|
|
$
|
3.2
|
|
|
$
|
8.5
|
|
|
$
|
8.7
|
|
|
For the Six Months Ended July 1, 2012
|
|||
Stock Options
|
Shares
|
Weighted-Average
Exercise Price |
Weighted-Average Remaining
Contractual Term |
|
Outstanding at beginning of the period
|
14,540,442
|
|
$44.86
|
5.7 years
|
Granted
|
2,073,480
|
|
$60.69
|
|
Exercised
|
(4,208,781
|
)
|
$44.14
|
|
Forfeited
|
(171,219
|
)
|
$51.90
|
|
Outstanding as of July 1, 2012
|
12,233,922
|
|
$47.69
|
6.4 years
|
Options exercisable as of July 1, 2012
|
6,897,713
|
|
$45.73
|
4.8 years
|
|
For the Six Months Ended
|
||
|
July 1,
2012 |
|
July 3,
2011 |
Weighted-average fair value of options granted (per share)
|
$10.57
|
|
$9.97
|
Intrinsic value of options exercised (in millions of dollars)
|
$86.2
|
|
$58.4
|
|
For the Six Months Ended
|
||
|
July 1,
2012 |
|
July 3,
2011 |
Dividend yields
|
2.4%
|
|
2.7%
|
Expected volatility
|
22.4%
|
|
22.6%
|
Risk-free interest rates
|
1.5%
|
|
2.8%
|
Expected lives in years
|
6.6
|
|
6.6
|
Performance Stock Units and Restricted Stock Units
|
For the Six Months Ended
July 1, 2012 |
Weighted-average grant date fair value for equity awards or market value for liability awards
|
|
Outstanding at beginning of year
|
1,740,479
|
|
$48.70
|
Granted
|
394,290
|
|
$63.09
|
Performance assumption change
|
207,582
|
|
$58.91
|
Vested
|
(560,856
|
)
|
$42.30
|
Forfeited
|
(74,549
|
)
|
$56.40
|
Outstanding as of July 1, 2012
|
1,706,946
|
|
$55.41
|
|
For the Six Months Ended
|
||||||
|
July 1,
2012 |
|
July 3,
2011 |
||||
Intrinsic value of share-based liabilities paid, combined with the fair value of shares vested (in millions of dollars)
|
$
|
33.3
|
|
|
$
|
33.0
|
|
|
For the Six Months Ended
|
||||||
|
July 1, 2012
|
|
July 3, 2011
|
||||
In thousands of dollars
|
|
|
|
||||
Interest expense
|
$
|
53,874
|
|
|
$
|
52,457
|
|
Interest income
|
(1,350
|
)
|
|
(1,380
|
)
|
||
Capitalized interest
|
(4,156
|
)
|
|
(3,249
|
)
|
||
Interest expense, net
|
$
|
48,368
|
|
|
$
|
47,828
|
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
July 1, 2012
|
|
July 3, 2011
|
|
July 1, 2012
|
|
July 3, 2011
|
||||||||
In thousands of dollars
|
|
|
|
|
|
|
|
||||||||
Cost of sales – Next Century program
|
$
|
13,429
|
|
|
$
|
7,023
|
|
|
$
|
32,883
|
|
|
$
|
13,882
|
|
Selling, marketing and administrative – Next Century program
|
738
|
|
|
1,138
|
|
|
1,551
|
|
|
2,152
|
|
||||
Business realignment and impairment charges (credits), net
|
|
|
|
|
|
|
|
||||||||
Next Century program
|
|
|
|
|
|
|
|
||||||||
Plant closure expenses
|
4,745
|
|
|
1,246
|
|
|
7,235
|
|
|
2127
|
|
||||
Employee separation costs (credits)
|
100
|
|
|
(11,198
|
)
|
|
914
|
|
|
(10,241
|
)
|
||||
Total business realignment and impairment charges (credits), net
|
4,845
|
|
|
(9,952
|
)
|
|
8,149
|
|
|
(8,114
|
)
|
||||
Total business realignment and impairment charges (credits)
|
$
|
19,012
|
|
|
$
|
(1,791
|
)
|
|
$
|
42,583
|
|
|
$
|
7,920
|
|
|
For the Three
Months Ended
|
|
For the Six
Months Ended
|
||||||||||||
|
July 1,
2012 |
|
July 3,
2011 |
|
July 1,
2012 |
|
July 3,
2011 |
||||||||
In thousands except per share amounts
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
135,685
|
|
|
$
|
130,019
|
|
|
$
|
334,336
|
|
|
$
|
290,134
|
|
Weighted average shares - Basic
|
|
|
|
|
|
|
|
||||||||
Common Stock
|
165,021
|
|
|
166,302
|
|
|
164,810
|
|
|
166,372
|
|
||||
Class B Common Stock
|
60,630
|
|
|
60,632
|
|
|
60,630
|
|
|
60,657
|
|
||||
Total weighted average shares - Basic
|
225,651
|
|
|
226,934
|
|
|
225,440
|
|
|
227,029
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Employee stock options
|
2,619
|
|
|
2,750
|
|
|
2,641
|
|
|
2,557
|
|
||||
Performance and restricted stock units
|
583
|
|
|
617
|
|
|
671
|
|
|
657
|
|
||||
Weighted-average shares - Diluted
|
228,853
|
|
|
230,301
|
|
|
228,752
|
|
|
230,243
|
|
||||
Earnings Per Share - Basic
|
|
|
|
|
|
|
|
||||||||
Class B Common Stock
|
$
|
0.56
|
|
|
$
|
0.53
|
|
|
$
|
1.38
|
|
|
$
|
1.19
|
|
Common Stock
|
$
|
0.62
|
|
|
$
|
0.59
|
|
|
$
|
1.52
|
|
|
$
|
1.31
|
|
Earnings Per Share - Diluted
|
|
|
|
|
|
|
|
||||||||
Class B Common Stock
|
$
|
0.55
|
|
|
$
|
0.53
|
|
|
$
|
1.37
|
|
|
$
|
1.18
|
|
Common Stock
|
$
|
0.59
|
|
|
$
|
0.56
|
|
|
$
|
1.46
|
|
|
$
|
1.26
|
|
|
For the Three
Months Ended
|
|
For the Six
Months Ended
|
||||||||
|
July 1,
2012 |
|
July 3,
2011 |
|
July 1,
2012 |
|
July 3,
2011 |
||||
In millions
|
|
|
|
|
|
|
|
||||
Stock options excluded from diluted earnings per share calculations because the effect would have been antidilutive
|
2.1
|
|
|
3.6
|
|
|
3.5
|
|
|
6.9
|
|
Balance Sheet Caption
|
|
Interest Rate Swap Agreements
|
|
Foreign Exchange Forward Contracts
and Options |
|
Commodities Futures and Options Contracts
|
||||||
In thousands of dollars
|
|
|
|
|
|
|
||||||
Prepaid expense and other current assets
|
|
$
|
—
|
|
|
$
|
1,334
|
|
|
$
|
11,620
|
|
Accrued liabilities
|
|
$
|
9,931
|
|
|
$
|
1,991
|
|
|
$
|
3,861
|
|
Other long-term liabilities
|
|
$
|
1,707
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Balance Sheet Caption
|
|
Foreign Exchange Forward Contracts
and Options |
|
Commodities Futures and Options Contracts
|
||||
In thousands of dollars
|
|
|
|
|
||||
Prepaid expense and other current assets
|
|
$
|
3,954
|
|
|
$
|
3,929
|
|
Accrued liabilities
|
|
$
|
5,297
|
|
|
$
|
2,103
|
|
Other long-term liabilities
|
|
$
|
12
|
|
|
$
|
—
|
|
Cash Flow Hedging Derivatives
|
|
Interest Rate Swap Agreements
|
|
Foreign Exchange Forward Contracts and Options
|
|
Commodities Futures and Options Contracts
|
||||||
In thousands of dollars
|
|
|
|
|
|
|
||||||
Gains (losses) recognized in other comprehensive income (“OCI”) (effective portion)
|
|
$
|
(11,638
|
)
|
|
$
|
736
|
|
|
$
|
10,007
|
|
Gains (losses) reclassified from accumulated OCI into income (effective portion) (a)
|
|
$
|
(1,835
|
)
|
|
$
|
(1,741
|
)
|
|
$
|
(50,400
|
)
|
Gains (losses) recognized in income (ineffective portion) (b)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,030
|
|
Cash Flow Hedging Derivatives
|
|
Interest Rate Swap Agreements
|
|
Foreign Exchange Forward Contracts and Options
|
|
Commodities Futures and Options Contracts
|
||||||
In thousands of dollars
|
|
|
|
|
|
|
||||||
Gains (losses) recognized in other comprehensive income (“OCI”) (effective portion)
|
|
$
|
(6,370
|
)
|
|
$
|
62
|
|
|
$
|
844
|
|
Gains (losses) reclassified from accumulated OCI into income (effective portion) (a)
|
|
$
|
1,018
|
|
|
$
|
459
|
|
|
$
|
11,700
|
|
Gains (losses) recognized in income (ineffective portion) (b)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
155
|
|
(a)
|
Gains (losses) reclassified from accumulated OCI into earnings were included in cost of sales for commodities futures and options contracts and for foreign exchange forward contracts and options designated as hedges of intercompany purchases of inventory. Other gains and losses for foreign exchange forward contracts and options were included in selling, marketing and administrative expenses. Gains (losses) reclassified from accumulated OCI into earnings were included in interest expense for interest rate swap agreements.
|
(b)
|
Gains (losses) recognized in earnings were included in cost of sales.
|
|
For the Three Months Ended
July 1, 2012 |
||||||||||
|
Pre-Tax
Amount
|
|
Tax (Expense)
Benefit
|
|
After-Tax
Amount
|
||||||
In thousands of dollars
|
|
|
|
|
|
||||||
Net income
|
|
|
|
|
$
|
135,685
|
|
||||
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
$
|
(11,077
|
)
|
|
—
|
|
|
(11,077
|
)
|
||
Pension and post-retirement benefit plans
|
10,655
|
|
|
(4,040
|
)
|
|
6,615
|
|
|||
Cash flow hedges:
|
|
|
|
|
|
||||||
Losses on cash flow hedging derivatives
|
(17,389
|
)
|
|
6,615
|
|
|
(10,774
|
)
|
|||
Reclassification adjustments
|
25,952
|
|
|
(9,940
|
)
|
|
16,012
|
|
|||
Total other comprehensive income
|
$
|
8,141
|
|
|
$
|
(7,365
|
)
|
|
776
|
|
|
Comprehensive income
|
|
|
|
|
$
|
136,461
|
|
|
For the Three Months Ended
July 3, 2011 |
||||||||||
|
Pre-Tax
Amount
|
|
Tax (Expense)
Benefit
|
|
After-Tax
Amount
|
||||||
In thousands of dollars
|
|
|
|
|
|
||||||
Net income
|
|
|
|
|
$
|
130,019
|
|
||||
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
$
|
3,729
|
|
|
$
|
—
|
|
|
3,729
|
|
|
Pension and post-retirement benefit plans
|
7,126
|
|
|
(2,733
|
)
|
|
4,393
|
|
|||
Cash flow hedges:
|
|
|
|
|
|
||||||
Losses on cash flow hedging derivatives
|
(4,264
|
)
|
|
952
|
|
|
(3,312
|
)
|
|||
Reclassification adjustments
|
(7,930
|
)
|
|
3,038
|
|
|
(4,892
|
)
|
|||
Total other comprehensive loss
|
$
|
(1,339
|
)
|
|
$
|
1,257
|
|
|
(82
|
)
|
|
Comprehensive income
|
|
|
|
|
$
|
129,937
|
|
|
For the Six Months Ended
July 1, 2012 |
||||||||||
|
Pre-Tax
Amount
|
|
Tax (Expense)
Benefit
|
|
After-Tax
Amount
|
||||||
In thousands of dollars
|
|
|
|
|
|
||||||
Net income
|
|
|
|
|
$
|
334,336
|
|
||||
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
$
|
1,662
|
|
|
$
|
—
|
|
|
1,662
|
|
|
Pension and post-retirement benefit plans
|
20,383
|
|
|
(7,775
|
)
|
|
12,608
|
|
|||
Cash flow hedges:
|
|
|
|
|
|
||||||
Losses on cash flow hedging derivatives
|
(895
|
)
|
|
126
|
|
|
(769
|
)
|
|||
Reclassification adjustments
|
53,976
|
|
|
(20,673
|
)
|
|
33,303
|
|
|||
Total other comprehensive income
|
$
|
75,126
|
|
|
$
|
(28,322
|
)
|
|
46,804
|
|
|
Comprehensive income
|
|
|
|
|
$
|
381,140
|
|
|
For the Six Months Ended
July 3, 2011 |
||||||||||
|
Pre-Tax
Amount
|
|
Tax (Expense)
Benefit
|
|
After-Tax
Amount
|
||||||
In thousands of dollars
|
|
|
|
|
|
||||||
Net income
|
|
|
|
|
$
|
290,134
|
|
||||
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
$
|
13,607
|
|
|
$
|
—
|
|
|
13,607
|
|
|
Pension and post-retirement benefit plans
|
13,492
|
|
|
(5,436
|
)
|
|
8,056
|
|
|||
Cash flow hedges:
|
|
|
|
|
|
||||||
Losses on cash flow hedging derivatives
|
(5,464
|
)
|
|
1,178
|
|
|
(4,286
|
)
|
|||
Reclassification adjustments
|
(13,177
|
)
|
|
5,045
|
|
|
(8,132
|
)
|
|||
Total other comprehensive income
|
$
|
8,458
|
|
|
$
|
787
|
|
|
9,245
|
|
|
Comprehensive income
|
|
|
|
|
$
|
299,379
|
|
|
July 1,
2012 |
|
December 31,
2011
|
||||
In thousands of dollars
|
|
|
|
||||
Foreign currency translation adjustments
|
$
|
3,121
|
|
|
$
|
1,459
|
|
Pension and post-retirement benefit plans, net of tax
|
(343,795
|
)
|
|
(356,403
|
)
|
||
Cash flow hedges, net of tax
|
(54,853
|
)
|
|
(87,387
|
)
|
||
Total accumulated other comprehensive loss
|
$
|
(395,527
|
)
|
|
$
|
(442,331
|
)
|
|
July 1,
2012 |
|
December 31,
2011 |
||||
In thousands of dollars
|
|
|
|
||||
Raw materials
|
$
|
312,686
|
|
|
$
|
241,812
|
|
Goods in process
|
99,438
|
|
|
91,956
|
|
||
Finished goods
|
589,731
|
|
|
482,095
|
|
||
Inventories at FIFO
|
1,001,855
|
|
|
815,863
|
|
||
Adjustment to LIFO
|
(210,050
|
)
|
|
(166,910
|
)
|
||
Total inventories
|
$
|
791,805
|
|
|
$
|
648,953
|
|
|
July 1, 2012
|
||||
|
Contract Amount
|
|
Primary Currencies
|
||
In millions of dollars
|
|||||
Foreign exchange forward contracts to purchase foreign currencies
|
$
|
30.9
|
|
|
Euros
British pound sterling
|
Foreign exchange forward contracts to sell foreign currencies
|
$
|
31.8
|
|
|
Canadian dollars
|
Description
|
|
Fair Value as of
July 1, 2012
|
|
Quoted Prices in Active Markets of Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs
(Level 3) |
||||||||
In thousands of dollars
|
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Cash flow hedging derivatives
|
|
$
|
12,954
|
|
|
$
|
11,620
|
|
|
$
|
1,334
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Cash flow hedging derivatives
|
|
$
|
17,490
|
|
|
$
|
3,861
|
|
|
$
|
13,629
|
|
|
$
|
—
|
|
Description
|
|
Fair Value as of December 31, 2011
|
|
Quoted Prices in Active Markets of Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs
(Level 3) |
||||||||
In thousands of dollars
|
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Cash flow hedging derivatives
|
|
$
|
7,883
|
|
|
$
|
3,929
|
|
|
$
|
3,954
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Cash flow hedging derivatives
|
|
$
|
7,412
|
|
|
$
|
2,103
|
|
|
$
|
5,309
|
|
|
$
|
—
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
For the Three Months Ended
|
||||||||||||||
|
July 1,
2012
|
|
July 3,
2011
|
|
July 1,
2012
|
|
July 3,
2011
|
||||||||
In thousands of dollars
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
7,378
|
|
|
$
|
7,500
|
|
|
$
|
305
|
|
|
$
|
348
|
|
Interest cost
|
12,711
|
|
|
13,650
|
|
|
3,202
|
|
|
3,723
|
|
||||
Expected return on plan assets
|
(18,182
|
)
|
|
(20,110
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service cost (credit)
|
180
|
|
|
207
|
|
|
154
|
|
|
(59
|
)
|
||||
Recognized net actuarial loss (gain)
|
10,001
|
|
|
6,817
|
|
|
(33
|
)
|
|
(30
|
)
|
||||
Administrative expenses
|
162
|
|
|
276
|
|
|
64
|
|
|
42
|
|
||||
Net periodic benefit cost
|
12,250
|
|
|
8,340
|
|
|
3,692
|
|
|
4,024
|
|
||||
Curtailment loss (credit)
|
—
|
|
|
1,833
|
|
|
—
|
|
|
(174
|
)
|
||||
Total amount reflected in earnings
|
$
|
12,250
|
|
|
$
|
10,173
|
|
|
$
|
3,692
|
|
|
$
|
3,850
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
For the Six Months Ended
|
||||||||||||||
|
July 1,
2012
|
|
July 3,
2011
|
|
July 1,
2012
|
|
July 3,
2011
|
||||||||
In thousands of dollars
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
15,146
|
|
|
$
|
15,037
|
|
|
$
|
586
|
|
|
$
|
667
|
|
Interest cost
|
25,315
|
|
|
26,605
|
|
|
6,626
|
|
|
7,488
|
|
||||
Expected return on plan assets
|
(36,412
|
)
|
|
(39,035
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service cost (credit)
|
363
|
|
|
461
|
|
|
309
|
|
|
(127
|
)
|
||||
Recognized net actuarial loss (gain)
|
19,778
|
|
|
14,086
|
|
|
(50
|
)
|
|
(36
|
)
|
||||
Administrative expenses
|
300
|
|
|
416
|
|
|
95
|
|
|
101
|
|
||||
Net periodic benefit cost
|
24,490
|
|
|
17,570
|
|
|
7,566
|
|
|
8,093
|
|
||||
Curtailment loss (credit)
|
—
|
|
|
1,833
|
|
|
—
|
|
|
(174
|
)
|
||||
Total amount reflected in earnings
|
$
|
24,490
|
|
|
$
|
19,403
|
|
|
$
|
7,566
|
|
|
$
|
7,919
|
|
|
For the Six Months Ended
July 1, 2012
|
|||||
|
Shares
|
|
Dollars
|
|||
In thousands
|
|
|
|
|||
Shares repurchased in the open market under pre-approved
share repurchase programs |
2,054
|
|
|
$
|
124,931
|
|
Shares repurchased to replace Treasury Stock issued for stock options
and incentive compensation |
1,544
|
|
|
93,414
|
|
|
Total share repurchases
|
3,598
|
|
|
218,345
|
|
|
Shares issued for stock options and incentive compensation
|
(4,522
|
)
|
|
(153,029
|
)
|
|
Net change
|
(924
|
)
|
|
$
|
65,316
|
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||||||||
|
July 1, 2012
|
|
July 3, 2011
|
|
Percent Change Increase (Decrease)
|
|
July 1, 2012
|
|
July 3, 2011
|
|
Percent Change Increase (Decrease)
|
||||||||||
In millions except per share amounts
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net Sales
|
$
|
1,414.4
|
|
|
$
|
1,325.2
|
|
|
6.7
|
%
|
|
$
|
3,146.5
|
|
|
$
|
2,889.4
|
|
|
8.9
|
%
|
Cost of Sales
|
795.9
|
|
|
760.9
|
|
|
4.6
|
|
|
1,784.6
|
|
|
1,668.9
|
|
|
6.9
|
|
||||
Gross Profit
|
618.5
|
|
|
564.3
|
|
|
9.6
|
|
|
1,361.9
|
|
|
1,220.5
|
|
|
11.6
|
|
||||
Gross Margin
|
43.7
|
%
|
|
42.6
|
%
|
|
|
|
43.3
|
%
|
|
42.2
|
%
|
|
|
||||||
SM&A Expense
|
391.4
|
|
|
345.9
|
|
|
13.1
|
|
|
797.0
|
|
|
723.7
|
|
|
10.1
|
|
||||
SM&A Expense as a percent of sales
|
27.7
|
%
|
|
26.1
|
%
|
|
|
|
25.3
|
%
|
|
25.0
|
%
|
|
|
||||||
Business Realignment and Impairment Charges (Credits), net
|
4.9
|
|
|
(10.0
|
)
|
|
148.7
|
|
|
8.1
|
|
|
(8.1
|
)
|
|
200.4
|
|
||||
EBIT
|
222.2
|
|
|
228.4
|
|
|
(2.7
|
)
|
|
556.8
|
|
|
504.9
|
|
|
10.3
|
|
||||
EBIT Margin
|
15.7
|
%
|
|
17.2
|
%
|
|
|
|
17.7
|
%
|
|
17.5
|
%
|
|
|
||||||
Interest Expense, net
|
24.3
|
|
|
23.4
|
|
|
4.3
|
|
|
48.4
|
|
|
47.8
|
|
|
1.1
|
|
||||
Provision for Income Taxes
|
62.2
|
|
|
75.0
|
|
|
(17.0
|
)
|
|
174.1
|
|
|
167.0
|
|
|
4.3
|
|
||||
Effective Income Tax Rate
|
31.4
|
%
|
|
36.6
|
%
|
|
|
|
34.2
|
%
|
|
36.5
|
%
|
|
|
||||||
Net Income
|
$
|
135.7
|
|
|
$
|
130.0
|
|
|
4.4
|
|
|
$
|
334.3
|
|
|
$
|
290.1
|
|
|
15.2
|
|
Net Income Per Share-Diluted
|
$
|
0.59
|
|
|
$
|
0.56
|
|
|
5.4
|
|
|
$
|
1.46
|
|
|
$
|
1.26
|
|
|
15.9
|
|
|
2011
|
|
2012 (Projected)
|
||
Reported EPS-Diluted
|
$
|
2.74
|
|
|
$2.88 - $2.98
|
Acquisition closing and integration charges
|
—
|
|
|
0.04 - 0.05
|
|
Gain on sale of trademark licensing rights
|
(0.05
|
)
|
|
—
|
|
Total Business Realignment and Impairment Charges
|
0.13
|
|
|
0.16 - 0.19
|
|
Non-service related pension expenses
|
0.01
|
|
|
0.05
|
|
Adjusted EPS-Diluted
|
$
|
2.83
|
|
|
$3.17 - $3.23
|
•
|
Issues or concerns related to the quality and safety of our products, ingredients or packaging could cause a product recall and/or result in harm to the Company’s reputation, negatively impacting our operating results;
|
•
|
Increases in raw material and energy costs, along with the availability of adequate supplies of raw materials could affect future financial results;
|
•
|
Price increases may not be sufficient to offset cost increases and maintain profitability, or may result in sales volume declines associated with pricing elasticity;
|
•
|
Market demand for new and existing products could decline;
|
•
|
Increased marketplace competition could hurt our business;
|
•
|
Disruption to our supply chain could impair our ability to produce or deliver our finished products, resulting in a negative impact on our operating results;
|
•
|
Our financial results may be adversely impacted by the failure to successfully identify, execute or integrate acquisitions, divestitures and joint ventures;
|
•
|
Changes in governmental laws and regulations could increase our costs and liabilities or impact demand for our products;
|
•
|
Political, economic, and/or financial market conditions could negatively impact our financial results;
|
•
|
Risks and uncertainties related to our international operations and related growth targets could adversely impact our business;
|
•
|
Disruptions, failures or security breaches of our information technology infrastructure could have a negative impact on our operations;
|
•
|
Future developments related to the investigation by government regulators of alleged pricing practices by members of the confectionery industry could impact our reputation, the regulatory environment under which we operate, and our operating results;
|
•
|
Pension costs or funding requirements could increase at a higher than anticipated rate;
|
•
|
Implementation of our Project Next Century program may not occur within the anticipated timeframe and/or may exceed our cost estimates;
|
•
|
Annual savings from initiatives to transform our supply chain and advance our value-enhancing strategy may be less than we expect; and
|
•
|
Such other matters as discussed in our Annual Report on Form 10-K for 2011.
|
Exhibit
Number |
|
Description
|
10.1
|
|
The Executive Employment Agreement between the Company and John P. Bilbrey, dated as of August 7, 2012, is attached hereto and filed as Exhibit 10.1.
|
10.2
|
|
The Company's Executive Benefits Protection Plan (Group 3A), Amended and Restated as of June 27, 2012, is attached hereto and filed as Exhibit 10.2.
|
10.3
|
|
The Company's Deferred Compensation Plan, Amended and Restated as of June 27, 2012, is attached hereto and filed as Exhibit 10.3.
|
12.1
|
|
Statement showing computation of ratio of earnings to fixed charges for the six months ended July 1, 2012 and July 3, 2011.
|
31.1
|
|
Certification of John P. Bilbrey, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
|
Certification of Humberto P. Alfonso, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
|
Certification of John P. Bilbrey, Chief Executive Officer, and Humberto P. Alfonso, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
Date: August 8, 2012
|
/s/Humberto P. Alfonso
|
|
|
Humberto P. Alfonso
|
|
|
Chief Financial Officer
|
|
|
|
|
Date: August 8, 2012
|
/s/Richard M. McConville
|
|
|
Richard M. McConville
|
|
|
Chief Accounting Officer
|
|
EXHIBIT INDEX
|
|
Exhibit 10.1
|
The Company's Executive Employment Agreement with John P. Bilbrey, dated as of August 7, 2012
|
Exhibit 10.2
|
The Company's Executive Benefits Protection Plan (Group 3A), Amended and Restated as of June 27, 2012
|
Exhibit 10.3
|
The Company's Deferred Compensation Plan, Amended and Restated as of June 27, 2012
|
Exhibit 12.1
|
Computation of Ratio of Earnings to Fixed Charges
|
Exhibit 31.1
|
Certification of John P. Bilbrey, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
Exhibit 31.2
|
Certification of Humberto P. Alfonso, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
Exhibit 32.1
|
Certification of John P. Bilbrey, Chief Executive Officer, and Humberto P. Alfonso, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
Exhibit 101.INS
|
XBRL Instance Document
|
Exhibit 101.SCH
|
XBRL Taxonomy Extension Schema
|
Exhibit 101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
Exhibit 101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
Exhibit 101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
Exhibit 101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
No Customers Found
Suppliers
Supplier name | Ticker |
---|---|
General Electric Company | GE |
The Kraft Heinz Company | KHC |
Illinois Tool Works Inc. | ITW |
CSX Corporation | CSX |
Ball Corporation | BLL |
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|