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International Home Foods Inc · 10-Q · For 9/30/99

Filed On 11/15/99 · SEC File 1-13537 · Accession Number 950134-99-10091

  As Of               Filer                 Filing     On/For/As Docs:Pgs              Issuer               Agent

11/15/99  International Home Foods Inc      10-Q        9/30/99    3:30                                     Bowne of Dallas I..01/FA

Quarterly Report · Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Form 10-Q for Quarter Ended September 30, 1999        28    134K 
 2: EX-12       Computation of Ratio of Earnings to Fixed Charges      1      6K 
 3: EX-27       Financial Data Schedule                                1      6K

10-Q · Form 10-Q for Quarter Ended September 30, 1999
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Financial Statements (unaudited) Management's Discussion and Analysis of
1	1st Page
2	Item 1. Financial Statements (unaudited)
15	Item 2. Management's Discussion and Analysis of

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UNITED STATES 
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 Quarterly Period Ended September 30, 1999 

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) 
OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 333-18859 

----------------- 

INTERNATIONAL HOME FOODS, INC.
(Exact name of registrant as specified in its charter)

 DELAWARE                                         13-3377322
(State or other jurisdiction of                          (I.R.S. Employer       
incorporation or organization)                          Identification No.)     

1633 LITTLETON ROAD, PARSIPPANY, N.J.       07054         
(Address of principal executive offices)    (Zip Code)        

Registrant's telephone number, including area code: (973) 359-9920

----------------- 

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 
filing requirements for the past 90 days.                                       

                                                      Yes [X] No  [  ]

The number of shares outstanding of registrant's common stock, par value $0.01  
per share, at September 30, 1999 was 73,753,911.                                

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INTERNATIONAL HOME FOODS, INC.

INDEX TO FORM 10-Q

                                                                · Download Table

                                                               Page No.
                                                               --------

                                                                       
PART I      FINANCIAL INFORMATION                                      

Item 1.     Financial Statements (unaudited)                           

            Consolidated Statements of Income                       3  
               Three Months Ended September 30, 1999 and 1998          
               Nine Months Ended September 30, 1999 and 1998           

            Consolidated Balance Sheets                             4  
               September 30, 1999 and December 31, 1998                

            Consolidated Statements of Cash Flows                   5  
               Nine Months Ended September 30, 1999 and 1998           

            Notes to Consolidated Financial Statements              6  

Item 2.     Management's Discussion and Analysis of                15  
               Financial Condition and Results of Operations           

PART II     OTHER INFORMATION                                          

Item 6.     Exhibits and Reports on Form 8-K                       26  

Signatures                                                         27  

Exhibit 12. Computation of Consolidated Ratio of                   29  
               Earnings to Fixed Charges                               

Exhibit 27. Financial Data Schedule                                30  

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INTERNATIONAL HOME FOODS, INC.
CONSOLIDATED STATEMENTS OF INCOME 
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                        · Enlarge/Download Table

                                                          Three Months Ended                    Nine Months Ended           
                                                              September 30,                        September 30,            
                                                        1999              1998                1999               1998       
                                                  ---------------    ---------------    ---------------    ---------------  
                                                              (unaudited)                           (unaudited)             

                                                                                                                            
Net sales                                         $       548,875    $       439,744    $     1,575,635    $     1,230,686  
Cost of sales                                             290,547            231,234            843,024            642,488  
                                                  ---------------    ---------------    ---------------    ---------------  
      Gross profit                                        258,328            208,510            732,611            588,198  

Marketing expenses                                        113,810             84,654            335,057            244,084  
Selling, general, and administrative expenses              65,533             56,513            188,487            163,658  
Restructuring charge                                           --            118,087                 --            118,087  
                                                  ---------------    ---------------    ---------------    ---------------  
       Income/(loss) from operations                       78,985            (50,744)           209,067             62,369  
                                                  ---------------    ---------------    ---------------    ---------------  

Interest expense                                           25,659             24,196             76,019             70,790  
Other (income) expense, net                                  (584)               549             (1,182)               314  
Gain on sale of business                                       --                 --            (15,779)                --  
                                                  ---------------    ---------------    ---------------    ---------------  
       Income before provision/(benefit) for                                                                                
         income taxes                                      53,910            (75,489)           150,009             (8,735) 
Provision/(benefit) for income taxes                       41,628            (26,518)            79,107               (151) 
                                                  ---------------    ---------------    ---------------    ---------------  
       Net income/(loss)                          $        12,282    $       (48,971)   $        70,902    $        (8,584) 
                                                  ===============    ===============    ===============    ===============  

Basic earnings per share:                                                                                                   
       Net income/(loss)                          $          0.17    $         (0.63)   $          0.97    $         (0.11) 
                                                  ---------------    ---------------    ---------------    ---------------  
       Shares used in computing basic earnings                                                                              
         per share                                     73,629,067         77,449,186         73,453,424         77,351,764  
                                                  ---------------    ---------------    ---------------    ---------------  

Diluted earnings per share:                                                                                                 
       Net income/(loss)                          $          0.16    $         (0.63)*  $          0.93    $         (0.11)*
                                                  ---------------    ---------------    ---------------    ---------------  
       Shares used in computing diluted earnings                                                                            
         per share                                     76,344,656         80,460,848         75,976,295         80,832,342  
                                                  ---------------    ---------------    ---------------    ---------------  

* Effect of incremental shares is antidilutive.                       

See accompanying notes to consolidated financial statements.                    

3 

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INTERNATIONAL HOME FOODS, INC.
CONSOLIDATED BALANCE SHEETS 
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                        · Enlarge/Download Table

                                                          September 30,     December 31,   
ASSETS                                                         1999              1998      
                                                         ---------------   --------------- 
                                                           (unaudited)                     
                                                                                           
Current Assets:                                                                            
      Cash and cash equivalents                          $        16,600   $        17,201 
      Accounts receivable, net of allowances                     189,787           141,422 
      Inventories                                                284,489           235,730 
      Prepaid expenses and other current assets                   38,553            16,737 
      Deferred income taxes                                       16,355            19,616 
                                                         ---------------   --------------- 
          Total current assets                                   545,784           430,706 

Property, plant and equipment, net                               299,724           262,771 
Intangible assets, net                                           431,876           396,617 
Deferred income taxes                                            274,658           330,651 
Other assets                                                      20,534            24,667 
                                                         ---------------   --------------- 
              Total assets                               $     1,572,576   $     1,445,412 
                                                         ===============   =============== 

LIABILITIES AND STOCKHOLDERS' EQUITY                                                       

Current Liabilities:                                                                       
     Due to banks                                        $        26,385   $        17,470 
     Current portion of long-term debt                            73,084            51,694 
     Revolving credit facility                                   115,325            62,526 
     Accounts payable                                             74,090            44,854 
     Accrued salaries, wages and benefits                         29,240            22,780 
     Accrued advertising and promotion                            43,823            38,317 
     Accrued interest                                             22,106            16,311 
     Other accrued liabilities                                    30,304            33,378 
                                                         ---------------   --------------- 
          Total current liabilities                              414,357           287,330 

Long-term debt                                                 1,024,378         1,102,830 
Postretirement benefits obligation                                26,772            24,487 
Other non-current liabilities                                        855               861 
                                                         ---------------   --------------- 
              Total liabilities                                1,466,362         1,415,508 
                                                         ---------------   --------------- 

Commitments and contingencies                                                              

Stockholders' Equity                                                                       

Preferred stock - par value $.01 per share; authorized,                                    
    100,000,000 shares; no shares issued or outstanding  $            --   $            -- 
Common stock - par value $.01 per share; authorized,                                       
    300,000,000 shares; issued 78,153,911 and                                              
     77,584,348 shares                                               782               776 
Additional paid-in capital                                        61,711            56,051 
Treasury stock, at cost 4,400,000 shares                         (57,200)          (57,200)
Retained earnings                                                105,399            34,497 
Accumulated other comprehensive loss                              (4,478)           (4,220)
                                                         ---------------   --------------- 
         Total stockholders' equity                              106,214            29,904 
                                                         ---------------   --------------- 
     Total liabilities and stockholders' equity          $     1,572,576   $     1,445,412 
                                                         ===============   =============== 

See accompanying notes to consolidated financial statements.                    

4 

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INTERNATIONAL HOME FOODS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS 
(DOLLARS IN THOUSANDS)

                                                        · Enlarge/Download Table

                                                                                Nine Months Ended           
                                                                                   September 30,            
                                                                               1999               1998      
                                                                         ---------------    --------------- 
                                                                                     (unaudited)            
                                                                                                            
OPERATING ACTIVITIES:                                                                                       
Net income/(loss)                                                        $        70,902    $        (8,584)
Adjustments to reconcile net income/(loss) to net cash                                                      
 provided by operating activities:                                                                          
    Depreciation and amortization                                                 32,109             29,834 
    Deferred income taxes                                                         59,255             (5,543)
    Stock option compensation                                                        142                946 
    Restructuring charge                                                              --            117,519 
    Gain on sale of business                                                     (15,779)                -- 
Changes in assets and liabilities, net of acquisitions and divestiture:                                     
    Increase in accounts receivable                                              (31,730)           (33,585)
    Increase in inventories                                                      (24,552)           (12,727)
    (Increase)/decrease in other current assets                                  (20,826)             3,017 
    Increase in accounts payable                                                  23,880             13,392 
    Increase/(decrease) in accrued liabilities                                     7,537             (1,137)
    Increase in non-current assets                                                (2,101)            (3,202)
    Increase in non-current liabilities                                            2,892                 -- 
                                                                         ---------------    --------------- 
        Net cash provided by operating activities                                101,729             99,930 
                                                                         ---------------    --------------- 

INVESTING ACTIVITIES:                                                                                       
    Purchases of plant and equipment, net                                        (34,223)           (20,442)
    Purchase of businesses, net of cash acquired                                (105,687)          (277,773)
    Proceeds from sale of business                                                30,000                 -- 
                                                                         ---------------    --------------- 
        Net cash used in investing activities                                   (109,910)          (298,215)
                                                                         ---------------    --------------- 

FINANCING ACTIVITIES:                                                                                       
    Increase in due to banks                                                       8,915              4,661 
    Issuance of long-term debt                                                        --            210,000 
    Payment of debt issuance costs                                                    --             (1,707)
    Repayment of long-term debt                                                  (57,064)           (31,141)
    Borrowings from revolving credit facility                                    127,636            316,000 
    Repayment of borrowings from revolving credit facility                       (76,207)          (302,984)
    Proceeds from exercise of stock options                                        4,118              1,971 
                                                                         ---------------    --------------- 
        Net cash provided by financing activities                                  7,398            196,800 
                                                                         ---------------    --------------- 

Effect of exchange rate changes on cash                                              182                902 
                                                                         ---------------    --------------- 
Decrease in cash and cash equivalents                                               (601)              (583)

Cash and cash equivalents at beginning of period                                  17,201             11,872 
                                                                         ---------------    --------------- 
Cash and cash equivalents at end of period                               $        16,600    $        11,289 
                                                                         ===============    =============== 
Cash paid during the period for:                                                                            
    Interest                                                             $        66,819    $        57,882 
    Income taxes                                                         $        19,989    $        11,043 

See accompanying notes to consolidated financial statements.                    

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INTERNATIONAL HOME FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED) 

1.       ACCOUNTING POLICIES                                                    

Interim Financial Statements                                  

       In the opinion of International Home Foods, Inc. ("the Company"), the
        accompanying consolidated financial statements contain all adjustments
        (consisting only of normal recurring adjustments) necessary to present
       fairly the Company's financial position as of September 30, 1999, the
       results of operations and comprehensive income for the three and nine
      months ended September 30, 1999 and 1998 and cash flows for the nine
months ended September 30, 1999 and 1998. In 1999, the Company
    converted from monthly calendar reporting periods to 4-4-5 monthly
         periods. The impact on the third quarter and nine month results was not
  material. The results of operations for the three and nine month
      periods are not necessarily indicative of the results to be expected
      for the full year. The accompanying condensed consolidated financial
statements should be read in conjunction with the consolidated
       financial statements and notes thereto included in the Company's 1998
Annual Report on Form 10-K.                                   

Use of Estimates                                              

        The accompanying financial statements have been prepared in accordance
       with generally accepted accounting principles and necessarily include
     amounts based on judgments and estimates made by management. Actual
    results could differ from these estimates. Estimates are used when
accounting for potential bad debts, inventory obsolescence and
spoilage, trade and promotion allowances, coupon redemptions, 
    depreciation and amortization, stock option compensation, deferred
       income taxes and tax valuation allowances, restructuring charges, and
contingencies, among other items.                             

Reclassifications                                             

      Certain 1998 amounts have been reclassified to conform with the 1999
presentation.                                                 

2.       INVENTORIES                                                            

Inventories consist of:                                       

                                                                · Download Table

                      September 30,  December 31,
                           1999          1998    
                      -------------  ------------
                                                 
Raw materials          $   68,119     $   47,468 
Work in progress            7,502         18,101 
Finished goods            208,868        170,161 
                       ----------     ---------- 
     Total             $  284,489     $  235,730 
                       ==========     ========== 

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INTERNATIONAL HOME FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) 

3.       RESTRUCTURING                                                          

    In September 1998, in conjunction with management's plan to reduce
    costs and improve operational efficiencies, the Company recorded a
       restructuring charge of $118.1 million ($75.3 million after tax). The
     principal actions in the restructuring plan involved the closure of
      the Vacaville, California and Clearfield, Utah production facilities
and the related impact of the transfer of production to other 
facilities, mainly Milton, Pennsylvania, and the write-down of
      goodwill associated with the Campfire crisp rice snack bar brand and
        the Polaner fruit spreads brand. The Polaner business was subsequently
sold (Note 5).                                                

    The Vacaville, California production facility ceased operations in
December 1998, while the adjacent distribution center and the 
 Clearfield, Utah facility closed in the second quarter of 1999.

      With the exception of outsourced products, the Company has moved all
     of the products that were manufactured at the Vacaville facility to
     other facilities, mainly Milton, Pennsylvania. Production of tomato
       paste used in Chef Boyardee canned pasta products and of Ro*Tel diced
     tomatoes, both of which were manufactured at the Vacaville facility
      prior to its closure, have been outsourced. The manufacturing of the
     Campfire products has been transferred from Clearfield, Utah to the
Company's Lakeville, Minnesota facility. The Company incurs   
    non-capitalizable expenses as the transfer and installation of the
        relocated equipment from these facilities occurs. The Company incurred
    approximately $2.4 million of such non-capitalizable costs for the
      nine months ended September 30, 1999, none of which were incurred in
the third quarter.                                            

       At September 30, 1999, $3.6 million of restructuring charges remained
     in other accrued liabilities. This amount is comprised of severance
   related costs and facility closure costs. Payments totalling $7.5
      million have been made to date, including $0.5 million for the three
months ended September 30, 1999.                              

4.       INCOME TAXES                                                           

     In September 1999, the Company adopted a tax restructuring program,
        which resulted in a one-time, non-cash tax charge of $20.6 million, or
        $0.27 per diluted share, in the third quarter ended September 30, 1999
      to reduce deferred tax assets that had been recorded in prior years.
This program will be implemented by December 31, 1999.        

5.       SALE OF BUSINESS                                                       

     On February 5, 1999, the Company sold its Polaner fruit spreads and
       spices business to B&G Foods, Inc. for approximately $30.0 million in
      cash, resulting in a gain of $15.8 million ($9.6 million, net of tax
or $0.13 per diluted share).                                  

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INTERNATIONAL HOME FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED) 

6.       COMPREHENSIVE INCOME (LOSS)                                            

Comprehensive income (loss) is as follows:                    

                                                        · Enlarge/Download Table

                                         Three Months Ended         Nine Months Ended     
                                             September 30,            September 30,       
                                         1999          1998        1999           1998    
                                      ----------    ----------   ----------    ---------- 
                                              (unaudited)               (unaudited)       

                                                                                          
Net income/(loss)                     $   12,282    $  (48,971)  $   70,902    $   (8,584)

Foreign currency translation                                                              
   Amount before taxes                $   (1,253)   $      672   $     (777)   $   (1,532)
   Income tax benefit (expense)              322          (441)         519           186 
                                      ----------    ----------   ----------    ---------- 
   Other comprehensive income (loss)  $     (931)   $      231   $     (258)   $   (1,346)
                                      ----------    ----------   ----------    ---------- 

Total comprehensive income/(loss)     $   11,351    $  (48,740)  $   70,644    $   (9,930)
                                      ==========    ==========   ==========    ========== 

       The following amounts are included in Accumulated other comprehensive
income (loss) at September 30, 1999 and December 31, 1998:    

                                                                · Download Table

                                            September 30,      December 31, 
                                                1999               1998     
                                          ---------------   --------------- 
                                                                            
Minimum pension liability                 $          (249)  $          (249)
Foreign currency translation                       (4,229)           (3,971)
                                          ---------------   --------------- 
    Accumulated other comprehensive loss  $        (4,478)  $        (4,220)
                                          ===============   =============== 

7.       RELATED PARTY TRANSACTIONS                                             

Effective November 1, 1996, the Company entered into a 10-year
      monitoring and oversight agreement with an affiliate of its majority
      stockholder. The agreement provides for an annual fee of the greater
 of $1,000 or 0.1% of the budgeted consolidated net sales of the
        Company for the current year. In addition, effective November 1, 1996,
  the Company entered into a financial advisory agreement with the
       affiliate under which the affiliate will be entitled to a fee of 1.5%
       of the transaction value, as defined, for each add-on transaction, as
     defined. The Company incurred monitoring and oversight fees of $507
     and $400 for the three months ended September 30, 1999 and 1998 and
    $1,481 and $1,200 for the nine months ended September 30, 1999 and
 1998, respectively. In addition, the Company incurred financial
advisory fees of $1,008 and $1,890 for the three months ended 
       September 30, 1999 and 1998 and $1,554 and $3,967 for the nine months
ended September 30, 1999 and 1998, respectively.              

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INTERNATIONAL HOME FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED) 

8.   ACQUISITIONS                                                               

    On July 19, 1999, the Company, through its subsidiary Bumble Bee Seafoods,
Inc., acquired the manufacturing, sales distribution and marketing    
operations of Louis Kemp from Tyson Foods, Inc. for $68,483, including
 transaction fees. The Company financed this acquisition with borrowings
   under its Revolving Credit Facility. Louis Kemp is a highly automated and
value-added surimi business in the fast-growing refrigerated sector.  
     Surimi-based products are made from North Pacific ocean pollack and whiting
  fish meats. These products are primarily sold under the trade name Louis
Kemp(R) and other trade names such as Captain Jac, SeaFest and Pacific
Mate.                                                                 

On January 19, 1999, the Company, through its subsidiary Bumble Bee   
     Seafoods, Inc., acquired the Cloverleaf and Paramount canned seafood brands
  and business of British Columbia Packers ("Cloverleaf/Paramount brands")
  from George Weston Ltd. of Canada for a total purchase price of $38,454.
  The acquisition was partially funded with borrowings under the Company's
  Revolving Credit Facility and the balance of the purchase price from the
Company's available cash balances as of the date of the closing.      

 The excess of cost over fair value of net assets acquired for the above
   acquisitions will be amortized over 40 years for identifiable intangibles
     and goodwill. These acquisitions have been accounted for using the purchase
   method of accounting, and the operating results of the acquired companies
    have been included in the consolidated financial statements from the dates
of acquisition. The information below includes non-cash investing and 
  financing activities supplemental to the consolidated statements of cash
flows. A summary of the excess of cost over fair value of net assets  
   acquired resulting from purchase price allocations for these acquisitions
is as follows:                                                        

                                                                · Download Table

                                                           CLOVERLEAF/ 
                                           LOUIS           PARAMOUNT   
                                            KEMP             BRANDS    
                                      ---------------   ---------------
                                                                       
Cost of acquisition, including                                         
  transaction fees                    $        68,483   $        38,454
Less:  acquired assets                                                 
  Current assets                               10,542            40,694
  Property, plant and equipment                18,111             1,166
Add:  liabilities assumed                         571            10,643
                                      ---------------   ---------------
Excess of cost over net assets                                         
  acquired                            $        40,401   $         7,237
                                      ===============   ===============

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INTERNATIONAL HOME FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED) 

Acquisitions, (Continued)                                               

The following unaudited proforma consolidated results of operations have
 been prepared as if the 1999 and 1998 acquisitions had occurred as of the
 beginning of 1998 and reflect proforma adjustments for goodwill, interest
expense and tax expense:                                                

                                                        · Enlarge/Download Table
                                                                                                                         
                                                                                                                     
                                       For the Nine Months Ended                   For the Nine Months Ended         
                                          September 30,  1999                          September 30, 1998            
                            -------------------------------------------  ------------------------------------------- 
                                   IHF      Acquisitions(1)    Total          IHF        Acquisitions(2)    Total    
                            -------------------------------------------  ------------------------------------------- 

                                                                                                                     
Net sales                   $  1,575,635   $     67,499    $  1,643,134  $  1,230,686    $    327,240   $  1,557,926 
Operating income            $    209,067   $        509    $    209,576  $     62,369    $      9,925   $     79,294 
Net income (loss)           $     70,902   $     (1,933)   $     68,969  $     (8,584)   $      2,249   $     (6,335)

Earnings (loss) per share:                                                                                           
    Basic                   $       0.97   $      (0.03)   $       0.94  $      (0.11)   $       0.03   $      (0.08)

    Diluted                 $       0.93   $      (0.03)   $       0.90  $      (0.11)   $       0.03   $      (0.08)
                                                                            
(1) Amounts include Louis Kemp and Cloverleaf/Paramount brands.         

   (2) Amounts include Louis Kemp, Cloverleaf/Paramount brands, Libby's, Grist
Mill and Puritan brands.                                        

    The proforma consolidated results do not purport to be indicative of results
   that would have occurred had the acquisitions been in effect for the period
   presented, nor do they purport to be indicative of the results that will be
obtained in the future.                                                 

9.  IMPACT OF RECENT ACCOUNTING STANDARDS                                       

In June 1998, Statement of Financial Accounting Standards ("SFAS") 133, 
  "Accounting for Derivative Instruments and Hedging Activities", was issued
    to establish standards for accounting for derivatives and hedging activities
and supersedes and amends a number of existing standards. This statement
requires all derivatives to be recognized in the statement of financial 
position as either assets or liabilities and measured at fair value. In 
addition, all hedging relationships must be designated, reassessed and  
 documented pursuant to the provisions of SFAS 133. As issued, SFAS 133 is
  effective for all fiscal quarters of all fiscal years beginning after June
15, 1999. However, with the introduction of SFAS 137, "Deferral of the  
Effective Date of SFAS 133", SFAS 133 is now effective for fiscal years 
beginning after June 15, 2000. The Company is currently evaluating the  
effect this statement will have on its financial statements.            

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INTERNATIONAL HOME FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) 

10.     EARNINGS PER SHARE                                                      

   Basic earnings per share ("EPS") is based upon the weighted average
  number of common shares outstanding during the period. Diluted EPS
    reflects the potential dilution that would occur if options to issue
        common stock are assumed to be exercised or converted into common stock.

      The table below summarizes the numerator and denominator for the basic
        and diluted earnings (loss) per share calculations (in thousands, except
per share amounts).                                             

                                                        · Enlarge/Download Table

                                         For the Three Months Ended  For the Nine Months Ended 
                                                September 30,              September 30,       
                                             1999         1998           1999         1998     
                                          ----------   ----------     ----------   ----------  
                                                                                               
Numerator:                                                                                     

  Net income/(loss) available to common                                                        
     shares                               $   12,282   $  (48,971)    $   70,902   $   (8,584) 

Denominator:                                                                                   

  Average number of shares outstanding        73,629       77,449         73,453       77,352  
  Effect of dilutive stock options             2,716        3,012          2,523        3,480  
                                          ----------   ----------     ----------   ----------  
  Total number of shares outstanding          76,345       80,461         75,976       80,832  

  Basic earnings per share                $     0.17   $    (0.63)    $     0.97   $    (0.11) 

  Diluted earnings per share              $     0.16   $    (0.63)*   $     0.93   $    (0.11)*

* Effect of incremental shares is antidilutive                

11.     BUSINESS SEGMENT INFORMATION                                            

The Company manufactures and markets a diversified portfolio of 
  shelf-stable food products including entrees, side dishes, snacks,
    canned fish, refrigerated surimi and canned meats, among others. The
     Company sells its products primarily in the United States, Canada and
      Mexico, and is not dependent on any single or major group of customers
for its sales.                                                  

      The Company has three reportable business segments - Branded Products,
      Seafood and Private Label and Foodservice. Branded Products is defined
   as U.S. grocery sales for the following products: Chef Boyardee(R),
Libby's(R) brand of canned meats, Southwest brands (Luck's(R),  
       Ro*Tel(R), Dennison's(R) and Ranch Style(R)), Specialty brands (PAM(R),
     Gulden's(R), Maypo(R), Wheatena(R), Maltex(R) and G. Washington's(R))
    and Snack brands (Crunch 'n Munch(R), Jiffy Pop(R) and Campfire(R)).
Seafood includes all sales for the Bumble Bee(R), Orleans(R),   
 Libby's(R), Clover Leaf(R), Paramount(R) and Louis Kemp brands of
        seafood products as well as private label and foodservice seafood sales.
      Private Label and Foodservice includes all private label canned pasta,
        cooking spray, fruit snacks, ready-to-eat cereals, wholesome snack bars,
 pie crust and personal care products and the sales to foodservice
        distributors. The All Other category is comprised of sales of Polaner(R)
products, sales to the military, contract sales to Nestle and   
International sales, which includes branded, private label and  
        foodservice sales in Canada, Mexico, Puerto Rico and other export sales.

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INTERNATIONAL HOME FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED) 

Business Segment Information, (Continued)                             

    The Company sold its Polaner fruit spreads and spices business on February
  5, 1999 (Note 5). For comparative purposes, the Company has reclassified
  the Polaner sales and operating income from the Branded Products Segment
where it was reported in the Company's 1998 Annual Report, to the All 
Other category for 1999 and 1998.                                     

The Company sells the products in each of its segments primarily to   
    wholesalers and distributors, grocery stores and supermarkets, convenience
stores, drug and mass merchants and warehouse clubs.                  

The Company evaluates segment performance based upon segment operating
   income (earnings before interest expense, other [income] expense, net and
income taxes excluding unusual or infrequently occurring items,       
 restructuring charges and stock compensation expense [income]). Certain
centrally incurred costs are not allocated to the operating segments. 

 A summary of the Company's three reportable business segments - Branded
Products, Seafood, and Private Label and Foodservice is as follows:   

                                                        · Enlarge/Download Table

                                       For the Three Months Ended    For the Nine Months Ended 
                                               September 30,                September 30,      
                                          1999            1998           1999          1998    
                                      ------------    ------------  ------------   ------------

                                                                                               
Net Sales:                                                                                     
    Branded Products                  $    221,022    $    185,705  $    636,777   $    534,503
    Seafood                                178,948         112,386       492,756        328,711
    Private Label and Foodservice           78,751          73,537       228,348        177,764
                                      ------------    ------------  ------------   ------------
      Subtotal - Reportable Segments       478,721         371,628     1,357,881      1,040,978
    All Other                               70,154          68,116       217,754        189,708
                                      ------------    ------------  ------------   ------------
              Total                   $    548,875    $    439,744  $  1,575,635   $  1,230,686
                                      ============    ============  ============   ============

                                                        · Enlarge/Download Table

                                          1999          1998           1999         1998    
                                      ------------  ------------  ------------  ------------

                                                                                            
Segment Operating Income:                                                                   
    Branded Products                  $     50,815  $     37,904  $    129,288  $    111,680
    Seafood                                  8,997         7,820        28,402        21,488
    Private Label and Foodservice           10,789        10,899        31,004        25,084
                                      ------------  ------------  ------------  ------------
      Subtotal - Reportable Segments        70,601        56,623       188,694       158,252
    All Other                                8,413        10,304        22,171        24,880
                                      ------------  ------------  ------------  ------------
              Total                   $     79,014  $     66,927  $    210,865  $    183,132
                                      ============  ============  ============  ============

                                                        · Enlarge/Download Table


                                             Three Months Ended              Nine Months Ended    
                                                 September 30,                 September 30,      
                                        ----------------------------   ---------------------------
                                            1999            1998            1999          1998    
                                        ------------    ------------   ------------   ------------

                                                                                                  
Reconciliation to Consolidated Results                                                            

Segment Operating Income                $     79,014    $     66,927   $    210,865   $    183,132
Less:                                                                                             
  Restructuring Charge                            --         118,087             --        118,087
  Stock compensation expense                      57             260            142            946
  Unallocated (income) expense                   (28)           (676)         1,656          1,730
                                        ------------    ------------   ------------   ------------
     Total consolidated income (loss)                                                             
       from operations                  $     78,985    $    (50,744)  $    209,067   $     62,369
                                        ============    ============   ============   ============

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INTERNATIONAL HOME FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED) 

12.  GUARANTOR FINANCIAL DATA                                                   

The Company's Senior Subordinated Notes are fully and unconditionally 
  guaranteed by each of the Company's subsidiary guarantors on a joint and
    several basis. The Company has not presented separate financial statements
    and other disclosures concerning each of the subsidiary guarantors because
management has determined that such information is not material to the
    holders of the Senior Subordinated Notes. Presented below is consolidating
   financial information including summarized combined financial information
of the subsidiary guarantors:                                         

                                                        · Enlarge/Download Table

SEPTEMBER 30, 1999                                                                              
------------------                                         Non-                                 
    (unaudited)                         Guaranteeing   Guaranteeing                             
                            Parent      Subsidiaries   Subsidiaries   Eliminations  Consolidated
                         ------------   ------------   ------------   ------------  ------------
                                                                                                
Current assets           $    137,893  $    297,002   $    110,929   $        (40)  $    545,784

Non-current assets          1,139,760       591,465         45,497       (749,930)     1,026,792

Current liabilities           230,662       113,325         70,410            (40)       414,357

Non-current liabilities     1,045,281         5,342          1,382             --      1,052,005

DECEMBER 31, 1998                                                                               
-----------------                                                                               
   (unaudited)                                                                                  

Current assets           $    148,110  $    239,521   $     43,166   $        (91)  $    430,706

Non-current assets          1,093,610       526,805         43,026       (648,735)     1,014,706

Current liabilities           170,725        78,502         38,194            (91)       287,330

Non-current liabilities     1,116,613        10,348          1,217             --      1,128,178

                                                        · Enlarge/Download Table

FOR THE THREE MONTHS ENDED                                                                                    
---------------------------                                                                                   
SEPTEMBER 30, 1999                                                   Non-                                     
------------------                             Guaranteeing      Guaranteeing                                 
    (unaudited)                 Parent         Subsidiaries      Subsidiaries   Eliminations  Consolidated    
                             ------------      ------------      ------------   ------------  ------------    

                                                                                                              
Net sales                    $    235,160     $    237,762      $     75,953   $         --   $    548,875    

Gross profit                      138,098           88,628            31,602             --        258,328    

Net income (loss)                  11,784           (1,833)            2,331             --         12,282    

FOR THE THREE MONTHS ENDED                                                                                    
--------------------------                                                                                    
SEPTEMBER 30, 1998                                                                                            
------------------                                                                                            
    (unaudited)                                                                                               

Net sales                    $    221,158     $    179,485      $     39,101   $         --   $    439,744    

Gross profit                      128,576           56,888            23,046             --        208,510    

Net income (loss)                   5,304(2)       (55,827)(2)         1,552             --        (48,971)(2)

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INTERNATIONAL HOME FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED) 

Guarantor Financial Data, (Continued)                                 

                                                        · Enlarge/Download Table

FOR THE NINE MONTHS ENDED                                                                                   
-------------------------                                                                                   
SEPTEMBER 30, 1999                                                                                          
------------------                                                 Non-                                     
    (unaudited)                               Guaranteeing     Guaranteeing                                 
                                 Parent       Subsidiaries     Subsidiaries   Eliminations   Consolidated   
                                --------      ------------     ------------   ------------   ------------   
                                                                                                            
Net sales                    $   674,581     $    679,932     $    221,122   $         --   $  1,575,635    

Gross profit                     398,228          245,939           88,444             --        732,611    

Net income                        25,296           39,276(1)         6,330             --         70,902(1) 

Net cash provided by (used)                                                                                 
  in operating activities         77,538           58,409          (34,218)            --        101,729    

Net cash provided by (used)                                                                                 
  in investing activities          1,586          (98,632)         (12,864)            --       (109,910)   

Net cash provided by (used)                                                                                 
  in financing activities         (6,352)             200           13,550             --          7,398    

FOR THE NINE MONTHS ENDED                                                                                   
-------------------------                                                                                   
SEPTEMBER 30, 1998                                                                                          
------------------                                                                                          
    (unaudited)                                                                                             

Net sales                    $   641,962     $    480,848     $    107,876   $         --   $  1,230,686    

Gross profit                     373,063          156,895           58,240             --        588,198    

Net income (loss)                 32,467(2)       (45,296)           4,245             --         (8,584)(2)

Net cash provided by                                                                                        
  operating activities            71,074           23,606            5,250             --         99,930    

Net cash used in                                                                                            
  investing activities          (109,789)        (151,905)         (36,521)            --       (298,215)   

Net cash provided by                                                                                        
  financing activities            38,270          134,013           24,517             --        196,800    

The 1998 amounts have been restated from amounts previously reported. 
Amounts are not intended to report results as if the subsidiaries were
separate stand-alone entities.                                        

(1) Includes an after-tax gain of $9.6 million ($15.8 million         
pre-tax) from sale of the Polaner fruit spread and spice      
business.                                                     

(2) Includes restructuring charge of $75.3 million (net of $42.8      
million tax benefit). Guaranteeing Subsidiaries $61.3 million 
(net of $33.8 million tax benefit) and $14.0 million (net of  
$9.0 million tax benefit) for the Parent.                     

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INTERNATIONAL HOME FOODS, INC.

Item 2

Management's Discussion and Analysis of 
Financial Condition and Results of Operations 

QUARTERLY REPORTING - In order to improve future quarterly comparability and    
achieve operating efficiencies in 1999, the Company converted from monthly      
calendar reporting periods to 4-4-5 monthly periods. The impact on the third    
quarter and nine month results was not material.                                

RESULTS OF OPERATIONS - Three and Nine Months Ended September 30, 1999 and      
1998.                                                                           

NET SALES - The Company's net sales were $548.9 million for the three months    
ended September 30, 1999 as compared to $439.7 million in the comparable 1998   
quarter, an increase of $109.2 million, or 24.8%. Approximately $87.4 million   
of the increase was related to sales of Libby's (including contract sales to    
Nestle), the Cloverleaf/Paramount brands, and Louis Kemp, which were acquired   
in September 1998, January 1999 and July 1999, respectively, and are not fully  
reflected in the 1998 amounts, offset by $11.6 million of lower sales due to    
the sale of the Polaner business in February 1999. The remaining $33.4 million  
increase primarily reflects increases in sales of Branded Products ($17.7       
million), Seafood ($13.0 million) and Private Label and Foodservice ($2.3       
million).                                                                       

For the nine months ended September 30, 1999, net sales were $1,575.6 million   
as compared to $1,230.7 million in the comparable 1998 period, an increase of   
$344.9 million, or 28.0%. Approximately $292.8 million was related to sales of  
companies acquired during 1999 and 1998, which were not fully reflected in the  
1998 amounts, offset by $32.6 million of lower sales due to the sale of Polaner 
in February 1999. The remaining $84.7 million primarily reflects increased      
sales of Branded Products ($36.6 million), Seafood ($43.0 million) and Private  
Label and Foodservice ($3.3 million).                                           

See Results by Segment on pages 19-21.                                          

COST OF GOODS SOLD - Cost of goods sold was $290.5 million for the three months 
ended September 30, 1999 as compared to $231.2 million in the comparable 1998   
quarter. Expressed as a percentage of net sales, cost of goods sold increased   
to 52.9% from 52.6% in 1998. This was primarily attributable to the inclusion   
of the results of the Companies acquired during 1999 and 1998, which have       
products with lower average gross margins than the Company's existing products. 
In connection with the acquisition of the Libby's canned meat business from     
Nestle, the Company entered into a co-packing agreement pursuant to which the   
acquired production facility continues to manufacture certain products for      
Nestle for sales prices which approximate the Company's cost (contract sales to 
Nestle). This cost-based arrangement has a negative impact on realized gross    
margin of approximately 0.7%. Excluding results of the 1999 and 1998            
acquisitions, cost of goods sold declined to 49.7% of net sales from 51.3% in   
1998. This improvement in cost of goods sold as a percentage of net sales       
primarily reflects the effect of decreases in some of the Company's commodity   
prices (particularly seafood), product mix and management's continuing cost     
reduction initiatives.                                                          

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INTERNATIONAL HOME FOODS, INC.

Item 2

Management's Discussion and Analysis of 
Financial Condition and Results of Operations 

Cost of Goods Sold, (Continued)                                                 

For the nine months ended September 30, 1999, cost of goods sold was $843.0     
million as compared to $642.5 million for the comparable 1998 period. Expressed 
as a percentage of net sales, cost of goods sold increased to 53.5% from 52.2%  
in 1998. This was primarily attributable to the inclusion of the results of the 
Companies acquired during 1999 and 1998, which have products with lower average 
gross margins than the Company's existing products. The Nestle cost-based       
arrangement, previously referred to, has a negative impact on realized gross    
margin of approximately 1.1%. Excluding results of the 1999 and 1998            
acquisitions, cost of goods sold declined to 49.1% of net sales from 51.5% in   
1998. This improvement in cost of goods sold as a percentage of net sales       
primarily reflects the effect of decreases in some of the Company's commodity   
prices (particularly seafood), product mix, and management's continuing cost    
reduction initiatives.                                                          

MARKETING EXPENSES - Marketing expenses increased to $113.8 million for the     
three months ended September 30, 1999 as compared to $84.7 million in 1998.     
Expressed as a percentage of net sales, marketing expenses increased to 20.7%   
from 19.3% for the comparable 1998 period. The increase of $29.1 million was    
primarily attributable to Bumble Bee ($11.5 million) principally due to higher  
trade expenses related to lower commodity costs which are passed through to     
retailers as trade marketing dollars, the 1999 and 1998 acquisitions ($12.3     
million), increases in the Southwest brands ($2.8 million) primarily due to new 
product introductions, partially offset by reductions in PAM ($4.4 million)     
primarily related to the July 1998 introduction of two new flavors and by a     
decrease in Polaner ($1.9 million) due to the sale of the business.             

For the nine months ended September 30, 1999, marketing expenses increased to   
$335.1 million as compared to $244.1 million for the comparable 1998 period.    
Expressed as a percentage of sales, total marketing expenses increased to 21.3% 
from 19.8% for the comparable 1998 period. The increase of $91.0 million was    
primarily attributable to marketing expenses related to Bumble Bee ($34.2       
million), the 1999 and 1998 acquisitions ($33.5 million), increases in Chef     
Boyardee ($8.0 million) due to new product introductions in 1999, PAM ($4.2     
million) due to a full year impact of July 1998 new product introductions, and  
the International business ($2.6 million), primarily as a result of the same    
factors discussed above. This was partially offset by a decrease in Polaner     
($7.6 million) due to the sale of the business.                                 

SELLING, GENERAL AND ADMINISTRATIVE ("S,G & A") EXPENSES - S,G & A expenses     
were $65.5 million for the three months ended September 30, 1999 as compared to 
$56.5 million in 1998, an increase of $9.0 million. However, S,G & A expenses   
as a percentage of net sales declined to 11.9% in the three months ended        
September 30, 1999 from 12.9% in the comparable 1998 quarter. The 1999 and 1998 
acquisitions contributed $8.9 million to the increase of S,G & A expenses. The  
overall decrease as a percentage of net sales reflects the more efficient       
utilization of the Company's administrative resources as the Company's sales    
have grown.                                                                     

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Item 2

Management's Discussion and Analysis of 
Financial Condition and Results of Operations 

Selling, General and Administrative ("S,G & A") Expenses, (Continued)           

S,G & A expenses were $188.5 million for the nine months ended September 30,    
1999 as compared to $163.7 million in 1998, an increase of $24.8 million.       
However, S,G & A expenses as a percentage of net sales declined to 12.0% in     
1999 versus 13.3% in 1998, excluding the restructuring charge. The 1999 and     
1998 acquisitions contributed $25.4 million to the increase of S,G & A          
expenses. The decrease in the existing business ($0.6 million) and the overall  
decrease as a percentage of net sales reflects the more efficient utilization   
of the Company's administrative resources as the Company's sales have grown.    

RESTRUCTURING CHARGE - In September 1998, in conjunction with management's plan 
to reduce costs and improve operational efficiencies, the Company recorded a    
restructuring charge of $118.1 million ($75.3 million after tax). The principal 
actions in the restructuring plan involved the closure of the Vacaville,        
California and Clearfield, Utah production facilities and the related impact of 
the transfer of production to other facilities, mainly Milton, Pennsylvania,    
and the write-down of goodwill associated with the Campfire crisp rice snack    
bar brand and the Polaner fruit spreads brand. The Polaner business was         
subsequently sold (Note 5).                                                     

The Vacaville, California production facility ceased operations in December     
1998, while the adjacent distribution center and the Clearfield, Utah facility  
closed in the second quarter of 1999.                                           

With the exception of outsourced products, the Company has moved all of the     
products that were manufactured at the Vacaville facility to other facilities,  
mainly Milton, Pennsylvania. Production of tomato paste used in Chef Boyardee   
canned pasta products and of Ro*Tel diced tomatoes, both of which were          
manufactured at the Vacaville facility prior to its closure, have been          
outsourced. The manufacturing of the Campfire products has been transferred     
from Clearfield, Utah to the Company's Lakeville, Minnesota facility. The       
Company incurs non-capitalizable expenses as the transfer and installation of   
the relocated equipment from these facilities occurs. The Company incurred      
approximately $2.4 million of such non-capitalizable costs for the nine months  
ended September 30, 1999, none of which were incurred in the third quarter.     

At September 30, 1999, $3.6 million of restructuring charges remained in other  
accrued liabilities. This amount is comprised of severance related costs and    
facility closure costs. Payments totalling $7.5 million have been made to date, 
including $0.5 million for the three months ended September 30, 1999.           

INTEREST EXPENSE - Interest expense for the three months ended September 30,    
1999 was $25.7 million as compared to $24.2 million for the comparable 1998     
period. Interest expense for the nine months ended September 30, 1999 increased 
to $76.0 million from $70.8 million for the comparable 1998 period. The         
increase in interest expense for both periods reflects a higher outstanding     
debt balance during 1999 as compared to the comparable 1998 period, primarily   
due to increased borrowings for acquisitions, offset by lower average interest  
rates.                                                                          

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INTERNATIONAL HOME FOODS, INC.

Item 2

Management's Discussion and Analysis of 
Financial Condition and Results of Operations 

GAIN ON SALE OF BUSINESS - On February 5, 1999 the Company sold its Polaner     
fruit spreads and spices business to B&G Foods, Inc. for $30.0 million in cash, 
resulting in a gain of $15.8 million ($9.6 million, net of tax, or $0.13 per    
diluted share).                                                                 

PROVISION FOR INCOME TAXES - The Company adopted a tax restructuring program,   
which should reduce the Company's overall effective tax rate in future years.   
As a result of this program, a one-time, non-cash tax charge of $20.6 million,  
or $0.27 per share, was recorded in the third quarter ended September 30, 1999  
to reduce deferred tax assets that had been recorded in prior years. This       
program will be implemented by December 31, 1999.                               

Income taxes increased to $41.6 million for the three months ended September    
30, 1999 from a $26.5 million benefit in the comparable 1998 quarter due to     
higher income before taxes, the write-off of deferred tax assets associated     
with the tax restructuring discussed above and the absence of the tax benefit   
associated with the 1998 restructuring charge. Income taxes increased to $79.1  
million for the nine months ended September 30, 1999 from a $0.2 million        
benefit in 1998 due to the factors discussed above.                             

Excluding the tax restructuring noted above and the Company's 1998              
restructuring charge, the Company's adjusted effective tax rate for the three   
months ended September 30, 1999 and 1998 was 39.0% and 38.2%, respectively. The 
adjusted effective tax rate was 39.0% for each of the nine months ended         
September 30, 1999 and 1998.                                                    

The Company anticipates sufficient future income to realize deferred tax assets 
recorded at September 30, 1999. In the event management determines that         
sufficient future taxable income may not be generated to fully realize the      
deferred tax assets, the Company will provide a valuation allowance by a charge 
to income tax expense in the period of such determination.                      

NET INCOME - For the three month period ended September 30, 1999, net income    
increased by $61.3 million over the comparable 1998 period, primarily           
reflecting the factors discussed above. Basic earnings (loss) per share were    
$0.17 and ($0.63) for the three months ended September 30, 1999 and 1998,       
respectively, and diluted earnings (loss) per share were $0.16 and ($0.63) for  
the three months ended September 30, 1999 and 1998, respectively.               

For the nine month period ended September 30, 1999, net income increased by     
$79.5 million, primarily reflecting the factors discussed above. Basic earnings 
(loss) per share were $0.97 and ($0.11) for the nine months ended September 30, 
1999 and 1998, respectively, and diluted earnings (loss) per share were $0.93   
and ($0.11) for the nine months ended September 30, 1999 and 1998,              
respectively.                                                                   

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INTERNATIONAL HOME FOODS, INC.

Item 2

Management's Discussion and Analysis of 
Financial Condition and Results of Operations 

RESULTS BY SEGMENT - The Company has three reportable business segments -       
Branded Products, Seafood and Private Label and Foodservice. Refer to footnote  
11 on page 11 for further detail.                                               

BRANDED PRODUCTS - The Branded Products segment net sales increased $35.3       
million, or 19%, for the three months ended September 30, 1999 versus the       
comparable 1998 period. This increase is primarily due to the impact of a full  
quarter's results of Libby's ($17.6 million); the remaining $17.7 million       
increase is primarily related to increased sales of Chef Boyardee ($12.1        
million), PAM ($2.7 million), Luck's ($2.0 million) and Ro*Tel ($1.5 million),  
partially offset by a continuing decline in our Campfire crisp rice bar         
business ($0.8 million).                                                        

Sales of the Chef Boyardee brand increased approximately 11% for the three      
months ended September 30, 1999 versus the comparable 1998 period. Chef         
Boyardee canned pasta sales increased 12% primarily due to new product          
introductions and microwave sales increased 7%. Segment operating income of the 
Branded Products segment increased $12.9 million, or 34% largely reflecting the 
sales factors discussed above. As a percentage of net sales, segment operating  
income of the Branded Products segment increased from 20.4% during the three    
months ended September 30, 1998 to 23.0% for the same period in 1999. This      
increase reflects higher sales in Chef Boyardee and PAM, slightly offset by the 
change in product mix caused by the addition of Libby's, which has lower        
operating margins than other products within the segment.                       

For the nine months ended September 30, 1999, the Branded Products segment net  
sales increased $102.3 million, or 19%, versus the comparable 1998 period. This 
increase is primarily due to the impact of a full nine months of sales of       
Libby's ($65.7 million), with the remaining $36.6 million primarily related to  
increased sales of Chef Boyardee ($17.3 million), PAM ($13.4 million), Ro*Tel   
($5.5 million, primarily due to geographical expansion) and Dennison's ($3.2    
million), partially offset by a continuing decline in our Campfire crisp rice   
bar business ($4.8 million).                                                    

Sales of the Chef Boyardee brand increased approximately 6% for the nine months 
ended September 30, 1999 versus the comparable 1998 period. Chef Boyardee       
canned pasta sales increased 7%, primarily due to new product introductions and 
microwave sales increased 7%, partially offset by declines in Pizza Kits and    
Dinners.                                                                        

PAM sales were primarily driven by strong consumer promotion support to improve 
the price/value relationship versus competitive brands, the July 1998 launch of 
two new flavors, lemon and garlic, and increased sales to club stores and mass  
merchandisers.                                                                  

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Item 2

Management's Discussion and Analysis of 
Financial Condition and Results of Operations 

Results by Segment, (Continued)                                                 

Segment operating income of the Branded Products segment for the nine months    
ended September 30, 1999 increased $17.6 million. As a percentage of net sales, 
segment operating income decreased from 20.9% during the nine months ended      
September 30, 1998 to 20.3% for the same period in 1999. This decrease reflects 
the change in product mix caused by the addition of Libby's which has lower     
operating margins than other products within the segment and an increase in     
promotional support related to the Branded Products over the comparable 1998    
period.                                                                         

SEAFOOD - The Seafood segment net sales for the three months ended September    
30, 1999 increased $66.6 million, or 59%, over the comparable 1998 period, due  
to the 1999 acquisitions of the Cloverleaf/Paramount brands ($29.4 million) and 
Louis Kemp ($22.8 million), and the September 1998 acquisition of Libby's and   
the increase in its related salmon sales ($1.4 million). The remaining $13.0    
million reflects increased Bumble Bee sales primarily due to incremental        
distribution in mass merchandisers and club stores, increased sales in Puerto   
Rico and in specialty seafood products. Segment operating income increased $1.2 
million or 15%.                                                                 

The Seafood segment net sales for the nine months ended September 30, 1999      
increased $164.0 million, or 50%, over the comparable 1998 period, due to the   
1999 acquisitions of the Cloverleaf/Paramount brands ($92.0 million) and Louis  
Kemp ($22.8 million) and the September 1998 acquisition of Libby's and the      
increase in its related salmon sales ($6.2 million). The remaining $43.0        
million represents increased sales in Bumble Bee sales primarily due to         
incremental distribution in mass merchandisers and club stores, increased sales 
in Puerto Rico and in specialty seafood products. Segment operating income      
increased $6.9 million, or 32%.                                                 

PRIVATE LABEL AND FOOD SERVICE - Net sales of the Private Label and Foodservice 
segment for the three months ended September 1999 increased $5.2 million, or    
7%, over the comparable 1998 period, due to the September 1998 addition of      
Libby's private label and foodservice sales ($2.9 million), the remaining $2.3  
million is primarily comprised of increased sales of private label cereal bars, 
cereals and fruit snacks ($2.6 million) and other private label items,          
primarily canned pasta ($1.2 million), offset by a decrease in sales of the     
Company's private label non-food products ($1.4 million). Segment operating     
income decreased slightly by $0.1 million or 1%, primarily due to increased     
marketing expenditures.                                                         

For the nine months ended September 30, 1999, net sales of the Private Label    
and Foodservice segment, increased $50.6 million, or 28%, primarily due to the  
April 1998 acquisition of Grist Mill ($37.0 million), the September 1998        
acquisition of Libby's and its related private label and foodservice sales      
($10.3 million). The remaining $3.3 million increase is related to an increase  
in sales of other private label items, primarily canned pasta ($2.5 million)    
and an increase in Foodservice sales ($2.2 million), offset by a decrease in    
sales of the Company's private label non-food products ($1.4 million). Segment  
operating income for the nine months ended September 30, 1999 increased $5.9    
million, or 24%.                                                                

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INTERNATIONAL HOME FOODS, INC.

Item 2

Management's Discussion and Analysis of 
Financial Condition and Results of Operations 

Results by Segment, (Continued)                                                 

The All Other net sales for the three months ended September 30, 1999 increased 
$2.0 million, or 3%, over the comparable 1998 period, primarily due to contract 
manufacturing sales to Nestle ($10.6 million) at prices which approximate the   
Company's cost of production, the September 1998 acquisition of Libby's ($1.3   
million), an increase in Productos Del Monte ("PDM") sales ($3.8 million),      
partially offset by the sale of the Polaner business in February 1999 ($11.6    
million) and a decrease in other International and Canadian sales ($3.2         
million). All Other operating income decreased $1.9 million, or 18%, largely    
due to the sale of Polaner.                                                     

The All Other net sales for the nine months ended September 30, 1999 increased  
$28.0 million, or 15%, primarily due to contract manufacturing sales to Nestle  
($38.6 million) at prices which approximate the Company's cost of production,   
the acquisition of Libby's ($12.8 million), the acquisition of Puritan in March 
1998 ($7.3 million), an increase in PDM sales ($10.4 million), and a decrease   
in other International and Canadian sales ($6.3 million). The Company sold its  
Polaner business in February 1999, and accordingly, sales for Polaner decreased 
$32.6 million as compared to the comparable 1998 period. All Other operating    
income decreased $2.7 million, or 11%, largely reflecting the factors discussed 
above.                                                                          

LIQUIDITY AND CAPITAL RESOURCES                                                 

CASH FLOWS - Net cash provided by operating activities for the nine months      
ended September 30, 1999 was $101.7 million, or $1.8 million more than the      
comparable 1998 period.                                                         

Net cash used by investing activities for the nine months ended September 30,   
1999 was $109.9 million, a decrease of $188.3 million over the comparable 1998  
period, as a result of fewer acquisitions and the $30.0 million in proceeds     
from the sale of Polaner, partially offset by higher capital expenditures. In   
1999, the Company through its subsidiary, Bumble Bee Seafoods, Inc., acquired   
the Cloverleaf/Paramount brands for approximately $38.3 million, net of cash    
acquired and the Louis Kemp business for $67.4 million. In 1998, the Company    
purchased the Libby's brand of retail and international canned meat products    
and its Trenton, Missouri manufacturing facility for $129.0 million; Grist Mill 
for approximately $106.6 million, net of cash acquired; and through its         
Canadian subsidiary, International Home Foods (Canada), Inc., the Company       
purchased substantially all of the assets relating to the Puritan stews and     
canned meats business from Unilever's T. J. Lipton Canada division for          
approximately $41.0 million.                                                    

Cash provided by financing activities was $7.4 million for the nine month period
ended September 30, 1999, compared to $196.8 million in the comparable 1998     
period. In 1999, the principal factors of the decrease relate to fewer          
acquisitions. The Company borrowed $127.6 million to fund working capital and   
the Louis Kemp and Cloverleaf/Paramount brands acquisitions and to repay $76.2  
million, $51.6 million and $5.5 million under the terms of its revolving credit 

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INTERNATIONAL HOME FOODS, INC.

Item 2

Management's Discussion and Analysis of 
Financial Condition and Results of Operations 

Liquidity and Capital Resources, (Continued)                                    

facility, its Senior Bank Facilities and Grist Mill term loan, respectively. In 
1998, the Company amended its Senior Bank Facilities and borrowed an additional 
$210.0 million in term loans and also borrowed $316.0 million under the terms of
its revolving credit facility. The net additional borrowings were used to fund  
working capital and the acquisitions of Puritan, Grist Mill and Libby's. The    
Company also repaid $303.0 million and $31.1 million under the terms of its     
revolving credit facility and its Senior Bank Facilities, respectively, in 1998.

The Company is highly leveraged with Senior Bank Facilities that comprise (i) a 
$516.5 million Tranche A term loan facility, maturing in 2004, (ii) a $149.8    
million Tranche B term loan facility, maturing in 2005, (iii) a $100.0 million  
Tranche B-1 term loan facility, maturing in 2006, and (iv) a $230.0 million     
revolving credit facility, maturing in 2004. As of September 30, 1999, the      
outstanding balance of the Senior Bank Facilities was $812.8 million, which     
included $115.3 million of borrowings under the revolving credit facility. In   
addition to scheduled periodic repayments aggregating $73.1 million in 2000,    
the Company is also required to make mandatory repayments of the loans under    
the Senior Bank Facilities with a portion of its excess cash flow, as defined.  

The Company also has outstanding $400.0 million of 10 3/8% Senior Subordinated  
Notes due 2006 requiring semi-annual interest payments without any scheduled    
repayments of principal prior to maturity,                                      

Both the Senior Bank Facilities and the Senior Subordinated Notes contain a     
number of significant covenants that, among other things, restrict the ability  
of the Company to dispose of assets, incur additional indebtedness, repay other 
indebtedness or amend other debt instruments, pay dividends, create liens on    
assets, enter into capital leases, make investments or acquisitions, engage in  
mergers or consolidations, make capital expenditures, engage in certain         
transactions with affiliates and otherwise restrict corporate activities. In    
addition, under the Senior Bank Facilities the Company is required to comply    
with specified minimum interest coverage, maximum indebtedness to earnings      
before interest, taxes, depreciation and amortization (EBITDA) and minimum      
fixed charge coverage ratios.                                                   

Management believes that cash generated from operations and borrowings under    
the Senior Bank Facilities will be sufficient to satisfy working capital        
requirements and required capital expenditures. Further expansion of the        
business through acquisitions may require the Company to incur additional       
indebtedness or issue equity securities. There can be no assurance that         
additional debt or equity will be available to the Company, or if available,    
will be on terms acceptable to the Company.                                     

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INTERNATIONAL HOME FOODS, INC.

Item 2

Management's Discussion and Analysis of 
Financial Condition and Results of Operations 

FINANCIAL INSTRUMENTS                                                           

The Company currently does not use derivative financial instruments for trading 
or speculative purposes, nor is the Company a party to leveraged derivatives.   
In accordance with the Senior Bank Facilities, the Company is required to enter 
into interest rate protection agreements to the extent necessary to provide     
that, when combined with the Company's Senior Subordinated Notes, at least 50%  
of the Company's aggregate indebtedness is subject to either fixed interest     
rates or interest rate protection.                                              

The Company has entered into interest rate swap, cap and collar agreements to   
reduce the impact of changes in interest rates on its floating rate debt. The   
swap agreements are contracts to exchange floating interest rate payments for   
fixed interest rate payments as well as fixed interest rate payments for        
floating interest rate payments periodically over the life of the agreements    
without the exchange of the underlying notional amounts. The notional amounts   
of interest rate agreements are used to measure interest to be paid or received 
and do not represent the amount of exposure to credit loss. For interest rate   
instruments that effectively hedge interest rate exposures, the net cash amounts
paid or received on the agreements are accrued and recognized as an adjustment  
to interest expense.                                                            

The Company is exposed to credit loss in the event of nonperformance by the     
other parties to the interest rate swap agreements. However, the Company does   
not anticipate nonperformance by the counterparties.                            

As of September 30, 1999, the Company had the following interest rate           
instruments in effect for which the fair value of these instruments is based on 
estimated current settlement cost (notional amounts are in millions):           

                                                                · Download Table

                      Notional  Strike   Fair                            
                       Amount    Rate    Value      Period      Rates    
                      --------  ------  -------  -------------  -----    

                                                                         
Interest Rate Swaps   $200 (1)   6.23%  $  1.3    8/98 - 11/01  6 - month
                       600 (1)   5.55%     -      5/99 -  5/04  3 - month

Interest Rate Cap     $225 (1)   6.75%     -     10/98 - 10/99  6 - month
                       200 (2)   6.75%     -      8/98 - 11/01  6 - month
                       600 (2)   6.30%     2.6    5/99 -  5/04  3 - month

Interest Rate Floor   $200 (1)   5.20%    (1.8)   8/98 - 11/01  6 - month
                       600 (1)   4.45%    (5.2)   5/99 -  5/04  3 - month

Interest Rate Collar  $150 (1)   5.75%     0.5   10/98 - 10/01  3 - month
                                 3.76%                                   
                                         -----                           
                                         $(2.6)                          
                                         =====                           

(1) Agreement exchanges floating interest rate payments for fixed 
interest rate payments.                                   

(2) Agreement exchanges fixed interest rate payments for floating 
interest rate payments.                                   

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INTERNATIONAL HOME FOODS, INC.

Item 2

Management's Discussion and Analysis of 
Financial Condition and Results of Operations 

IMPACT OF RECENT ACCOUNTING STANDARDS                                           

In June 1998, Statement of Financial Accounting Standards ("SFAS") 133,         
"Accounting for Derivative Instruments and Hedging Activities", was issued to   
establish standards for accounting for derivatives and hedging activities and   
supersedes and amends a number of existing standards. This statement requires   
all derivatives to be recognized in the statement of financial position as      
either assets or liabilities and measured at fair value. In addition, all       
hedging relationships must be designated, reassessed and documented pursuant to 
the provisions of SFAS 133. As issued, SFAS 133 is effective for all fiscal     
quarters of all fiscal years beginning after June 15, 1999. However, with the   
introduction of SFAS 137, "Deferral of the Effective Date of SFAS 133", SFAS    
133 is now effective for fiscal years beginning after June 15, 2000. The        
Company is currently evaluating the effect this statement will have on its      
financial statements.                                                           

READINESS FOR YEAR 2000                                                         

Many computer systems and other equipment with embedded chips or processors use 
only two digits to represent the year, and as a result may be unable to         
accurately process certain data before, during or after the Year 2000 ("Y2K").  
As a result, entities are at risk for possible miscalculations or systems       
failures causing disruption in business operations. This Y2K issue can arise at 
any point in the Company's manufacturing processing, distribution and financial 
chains.                                                                         

A Y2K Compliance Project, directed by the Company's Vice President of           
Information Systems, has been in process at the Company since 1997. The         
Company's business systems are either being replaced with newer systems that    
are Y2K compliant or each system that will be retained is being remediated. The 
internal project team for manufacturing systems compliance is complemented by a 
project control review by an outside consulting firm. The project scope is not  
limited to computerized business systems. Infrastructure issues including, but  
not limited to, telephone switches, personal computers, data communication      
network control software and production process control software, are being     
addressed.                                                                      

Achieving Y2K compliance for our business systems will largely be a by-product  
of the Company's initiative to improve access to business information through a 
common, integrated computing system across the organization. The Company has    
implemented an Enterprise Resource Planning (ERP) System based on SSA's         
Business Planning and Control System (BPCS) software. The remediation of this   
software for Y2K compliance was completed as of November 15, 1998. This         
software is generally being/or will be used in all existing operations by the   
fourth quarter of 1999. Other non-Y2K compliant business software is being      
replaced or upgraded to versions which are Y2K compliant. Total business        
systems compliance costs, excluding internal costs, are not expected to be      
material.                                                                       

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INTERNATIONAL HOME FOODS, INC.

Item 2

Management's Discussion and Analysis of 
Financial Condition and Results of Operations 

Readiness for Year 2000, (Continued)                                            

The Company's infrastructure issues have been assessed and a remediation plan   
has been completed. Remediation cost estimates are not expected to be material. 
All critical manufacturing process control systems have been tested and are     
believed to be compliant. The Company will conduct a records review on these    
systems in the fourth quarter of 1999 to further confirm compliance.            

The Company has undertaken efforts to verify that all of its material vendors   
and suppliers will be Y2K compliant. Specifically, the Company sent a           
comprehensive questionnaire to all of its significant suppliers and vendors     
regarding their Y2K compliance in an attempt to identify any problem areas with 
respect to these groups. Although the results of the questionnaire indicated    
that its material vendors and suppliers intend to be Y2K compliant before the   
end of 1999, they were not able to provide us any assurances.                   

The Company has developed contingency plans which include an on-site task force 
for the weekend of January 1, 2000, back-up generators for the central computing
facility in case of a loss of power, and back-up processes including manual     
workarounds, which will be used if necessary.                                   

The failure to correct a material Y2K problem could result in an interruption   
in, or failure of, certain normal business activities or operations. The Company
believes that with the completion of the remediation of the business systems,   
the possibility of significant interruptions of normal operations is minimal.   
However, due to the general uncertainty inherent in the Y2K problem, resulting  
in part from the inability to ensure readiness of third parties, the Y2K        
compliance issue could have a material adverse impact on the Company's results  
of operations, cash flows and financial condition. Based upon information       
available at this time, the Company believes that the cost of Y2K readiness will
not have a material adverse effect on the consolidated financial position,      
results of operations or cash flows of the Company. Y2K expenditures are being  
funded through operating cash flow.                                             

INFORMATION ABOUT FORWARD LOOKING STATEMENTS                                    

The Company may make statements about the trends, future plans and the          
Company's prospects. Actual results may differ from those described in such     
forward looking statements based on the risks and uncertainties facing the      
Company, including but not limited to changes in the economic conditions and    
changes in the food products manufacturing industry, possible acquisitions of   
assets or business and other factors.                                           

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INTERNATIONAL HOME FOODS, INC.

ITEM 6          EXHIBITS AND REPORT ON FORM 8-K                                 
-------------------------------                 

(a)       Exhibits:                                                 

              (12)    Statements showing computation of ratio of earnings to
                    fixed charges based on SEC Regulation S-K, Item 503.

(27)    Financial Data Schedule                 

(b)       Reports on Form 8-K:                                      
None noted.                                     

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INTERNATIONAL HOME FOODS, INC.
(UNAUDITED) 

SIGNATURES

Pursuant to the requirement 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.                                          

                                          International Home Foods, Inc.
                                        (Registrant)

Date:     November 15, 1999                   /s/ C. Dean Metropoulos           
                                             ---------------------------------
                               C. Dean Metropoulos
                                     Chairman of the Board and
                                   Chief Executive Officer

Date:     November 15, 1999                   /s/ Lawrence K. Hathaway          
                                             ---------------------------------
                                Lawrence K. Hathaway
                         President and
                                   Chief Operating Officer

Date:     November 15, 1999                   /s/ N. Michael Dion               
                                             ---------------------------------
                           N. Michael Dion
                                     Senior Vice President and
                                   Chief Financial Officer

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INDEX TO EXHIBITS 

                                                                · Download Table

EXHIBIT                                                                       
NUMBER                  DESCRIPTION                                           
-------                 -----------                                           
                                                                              
  12                    Computation of Consolidated Ratio of Earnings to Fixed
                        Charges                                               

  27                    Financial Data Schedule

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This 10-Q Filing	Date	First	Last	Other Filings

	11/1/96	8
	9/30/98	2	20	10-Q
	11/15/98	24
	12/31/98	2	13	10-K, 11-K
	1/19/99	9
	2/5/99	7	18
	6/15/99	10	24
	7/19/99	9
For The Period Ended	9/30/99	1	23
Filed On / Filed As Of	11/15/99	27
	12/31/99	7	18	10-K, 11-K
	1/1/0	25
	6/15/0	10	24

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International Home Foods Inc · 10-Q · For 9/30/99

Filed On 11/15/99 · SEC File 1-13537 · Accession Number 950134-99-10091

Quarterly Report · Form 10-QFiling Table of Contents

10-Q · Form 10-Q for Quarter Ended September 30, 1999Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Quarterly Report · Form 10-Q
Filing Table of Contents

10-Q · Form 10-Q for Quarter Ended September 30, 1999
Document Table of Contents