Income Per Common Share

6 Months Ended

Oct. 26, 2011

The following are reconciliations of income to income applicable to common stock and the number of common shares outstanding used to calculate basic EPS to those shares used to calculate diluted EPS:



	Second Quarter Ended				Six Months Ended
	October 26, 2011 FY 2012		October 27, 2010 FY 2011		October 26, 2011 FY 2012		October 27, 2010 FY 2011
	(In Thousands)
Income attributable to H. J. Heinz Company	$	237,009	$	251,435	$	463,123	$	491,862
Allocation to participating securities(a)	428		767		788		953
Preferred dividends	2		3		5		6
Income applicable to common stock	$	236,579	$	250,665	$	462,330	$	490,903

Average common shares outstanding—basic	320,876		319,467		321,158		318,825
Effect of dilutive securities:
Convertible preferred stock	100		104		97		104
Stock options, restricted stock and the global stock purchase plan	2,585		2,894		2,655		2,859
Average common shares outstanding—diluted	323,561		322,465		323,910		321,788

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(a) Represents unvested share-based payment awards that contain certain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid).

Diluted earnings per share is based upon the average shares of common stock and dilutive common stock equivalents outstanding during the periods presented. Common stock equivalents arising from dilutive stock options, restricted common stock units, and the global stock purchase plan are computed using the treasury stock method.

Options to purchase an aggregate of 0.6 million shares of common stock for the second quarter and six months ended October 26, 2011 and 2.2 million shares of common stock for the second quarter and six months ended October 27, 2010 were not included in the computation of diluted earnings per share because inclusion of these options would be anti-dilutive. These options expire at various points in time through 2018