GIS » Topics » OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

These excerpts taken from the GIS 10-K filed Jul 11, 2008.
OFF-BALANCE SHEET ARRANGEMENTS AND
CONTRACTUAL OBLIGATIONS
As of May 25, 2008, we have issued guarantees and comfort letters of $670.1 million for the debt and other obligations of consolidated subsidiaries, and guarantees and comfort letters of $340.3 million for the debt and other obligations of non-consolidated affiliates, mainly CPW. In addition, off-balance sheet arrangements are generally limited to the future payments under noncancelable operating leases, which totaled $315.3 million as of May 25, 2008.
 
As of May 25, 2008, we had invested in 3 variable interest entities (VIEs). We have an interest in a contract manufacturer at our former facility in Geneva, Illinois. We are the primary beneficiary (PB) and have consolidated this entity as of May 25, 2008. This entity had property and equipment with a carrying value of $31.0 million and long-term debt of $31.8 million as of May 25, 2008. We also have an interest in a contract manufacturer in Greece that is a VIE. Although we are the PB, we have not consolidated this entity because it is not material to our results of operations, financial condition, or liquidity as of and for the year ended May 25, 2008. This entity had assets of $4.2 million and liabilities of $0.9 million as of May 25, 2008. We are not the PB of the remaining VIE. Our maximum exposure to loss from the 3 VIEs is limited to the $31.8 million of long-term debt of the contract manufacturer in Geneva, Illinois and our $1.1 million equity investment in the VIE of which we are not the PB.
 
On August 17, 2006, the Pension Protection Act (PPA) became law in the United States. The PPA revised the basis and methodology for determining defined benefit plan minimum funding requirements as well as maximum contributions to and benefits paid from tax-qualified plans. Most of these provisions are first applicable to our domestic defined benefit pension plans in fiscal 2009 on a phased-in basis. The PPA may ultimately require us to make additional contributions to our domestic plans. However, due to our historical funding practices and current funded status, we do not expect to have significant statutory or contractual funding requirements for our major defined benefit plans during the next several years. No fiscal 2009 domestic plan contributions are currently expected. Actual fiscal 2009 contributions could exceed our current projections, and may be influenced by our decision to undertake discretionary funding of our benefit trusts versus other competing investment priorities, or by future changes in government requirements. Additionally, our projections concerning timing of the PPA funding requirements are subject to change and may be influenced by factors such as general market conditions affecting trust asset performance, interest rates, and our future decisions regarding certain elective provisions of the PPA.
 
The following table summarizes our future estimated cash payments under existing contractual obligations, including payments due by period:
 
                               
    Payments Due by Fiscal Year
   
                    2014 and
In Millions   Total   2009   2010–11   2012–13   Thereafter
Long-term debt(a)
  $ 4,789.8   $ 437.6   $ 511.4   $ 2,058.3   $ 1,782.5
Accrued interest
    146.8     146.8            
Operating leases
    315.3     94.3     120.7     80.7     19.6
Capital leases
    23.7     5.7     8.0     7.0     3.0
Purchase obligations(b)
    2,770.9     2,324.1     279.8     112.7     54.3
Total
  $ 8,046.5   $ 3,008.5   $ 919.9   $ 2,258.7   $ 1,859.4
 
 
(a) Excludes $19.8 million related to capital leases and $18.9 million of bond premium and original issue discount.
 
(b) Subsequent to May 25, 2008, we entered into sourcing contracts with contractual obligations of $391.1 million in 2009, $782.2 million in 2010-11, and $22.8 million in 2012-13.
 
Principal payments due on long-term debt are based on stated contractual maturities or put rights of certain note holders. The majority of the purchase obligations represent commitments for raw material and packaging to be utilized in the normal course of business and for consumer marketing spending commitments that support our brands. The fair value of our interest rate and equity swaps with a payable position to the counterparty was $220.1 million as of May 25, 2008, based on fair market values as of that date. Future changes in market values will impact the amount of cash ultimately paid or received to settle those instruments in the future. Other long-term obligations mainly consist of liabilities for uncertain income tax positions, accrued compensation and benefits, including the underfunded status of certain of our defined benefit pension, other postretirement benefit, and postemployment benefit plans, and miscellaneous liabilities. We expect to pay $16.6 million of benefits from our unfunded postemployment benefit plans in fiscal 2009. Further information on

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Table of Contents

all of these plans is included in Note 13 to the Consolidated Financial Statements in Item 8 of this report.
 
OFF-BALANCE
SHEET ARRANGEMENTS AND

CONTRACTUAL OBLIGATIONS






As of May 25, 2008, we have issued guarantees and comfort
letters of $670.1 million for the debt and other
obligations of consolidated subsidiaries, and guarantees and
comfort letters of $340.3 million for the debt and other
obligations of non-consolidated affiliates, mainly CPW. In
addition, off-balance sheet arrangements are generally limited
to the future payments under noncancelable operating leases,
which totaled $315.3 million as of May 25, 2008.


 



As of May 25, 2008, we had invested in 3 variable interest
entities (VIEs). We have an interest in a contract manufacturer
at our former facility in Geneva, Illinois. We are the primary
beneficiary (PB) and have consolidated this entity as of
May 25, 2008. This entity had property and equipment with a
carrying value of $31.0 million and long-term debt of
$31.8 million as of May 25, 2008. We also have an
interest in a contract manufacturer in Greece that is a VIE.
Although we are the PB, we have not consolidated this entity
because it is not material to our results of operations,
financial condition, or liquidity as of and for the year ended
May 25, 2008. This entity had assets of $4.2 million
and liabilities of $0.9 million as of May 25, 2008. We
are not the PB of the remaining VIE. Our maximum exposure to
loss from the 3 VIEs is limited to the $31.8 million of
long-term debt of the contract manufacturer in Geneva, Illinois
and our $1.1 million equity investment in the VIE of which
we are not the PB.


 



On August 17, 2006, the Pension Protection Act (PPA) became
law in the United States. The PPA revised the basis and
methodology for determining defined benefit plan minimum funding
requirements as well as maximum contributions to and benefits
paid from tax-qualified plans. Most of these provisions are
first applicable to our domestic defined benefit pension plans
in fiscal 2009 on a phased-in basis. The PPA may ultimately
require us to make additional contributions to our domestic
plans. However, due to our historical funding practices and
current funded status, we do not expect to have significant
statutory or contractual funding requirements for our major
defined benefit plans during the next several years. No fiscal
2009 domestic plan contributions are currently expected. Actual
fiscal 2009 contributions could exceed our current projections,
and may be influenced by our decision to undertake discretionary
funding of our benefit trusts versus other competing investment
priorities, or by future changes in government requirements.
Additionally, our projections concerning timing of the PPA
funding requirements are subject to change and may be influenced
by factors such as general market conditions affecting trust
asset performance, interest rates, and our future decisions
regarding certain elective provisions of the PPA.


 



The following table summarizes our future estimated cash
payments under existing contractual obligations, including
payments due by period:


 



















































































































































































                               

 

 

Payments Due by Fiscal Year


 

 



 

 

 

 

 

 

 

 

 

 

2014 and


In Millions

 

Total

 

2009

 

2010–11

 

2012–13

 

Thereafter



Long-term
debt(a)


 

$

4,789.8

 

$

437.6

 

$

511.4

 

$

2,058.3

 

$

1,782.5


Accrued interest


 

 

146.8

 

 

146.8

 

 



 

 



 

 




Operating leases


 

 

315.3

 

 

94.3

 

 

120.7

 

 

80.7

 

 

19.6


Capital leases


 

 

23.7

 

 

5.7

 

 

8.0

 

 

7.0

 

 

3.0

Purchase
obligations(b)


 

 

2,770.9

 

 

2,324.1

 

 

279.8

 

 

112.7

 

 

54.3




Total


 

$

8,046.5

 

$

3,008.5

 

$

919.9

 

$

2,258.7

 

$

1,859.4

 

 


































(a)

Excludes $19.8 million related
to capital leases and $18.9 million of bond premium and
original issue discount.
 

(b)

Subsequent to May 25, 2008, we
entered into sourcing contracts with contractual obligations of
$391.1 million in 2009, $782.2 million in
2010-11, and
$22.8 million in
2012-13.


 



Principal payments due on long-term debt are based on stated
contractual maturities or put rights of certain note holders.
The majority of the purchase obligations represent commitments
for raw material and packaging to be utilized in the normal
course of business and for consumer marketing spending
commitments that support our brands. The fair value of our
interest rate and equity swaps with a payable position to the
counterparty was $220.1 million as of May 25, 2008,
based on fair market values as of that date. Future changes in
market values will impact the amount of cash ultimately paid or
received to settle those instruments in the future. Other
long-term obligations mainly consist of liabilities for
uncertain income tax positions, accrued compensation and
benefits, including the underfunded status of certain of our
defined benefit pension, other postretirement benefit, and
postemployment benefit plans, and miscellaneous liabilities. We
expect to pay $16.6 million of benefits from our unfunded
postemployment benefit plans in fiscal 2009. Further information
on















29






Table of Contents








all of these plans is included in Note 13 to the
Consolidated Financial Statements in Item 8 of this report.


 




EXCERPTS ON THIS PAGE:

10-K (2 sections)
Jul 11, 2008
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