Debt and Financing Arrangements

Short-term debt consisted of bank debt and other borrowings of $1.14 billion and $46.5 million as of April 28, 2013 and April 29, 2012, respectively. The weighted average interest rate was 1.4% and 5.1% for Fiscal 2013 and Fiscal 2012, respectively. See below for further discussion of a short-term credit agreement entered into in April 2013.

Long-term debt was comprised of the following as of April 28, 2013 and April 29, 2012:



	2013			2012
	(In thousands)
Japanese Yen Credit Agreement due October 2012 (variable rate)	—			186,869
Other U.S. Dollar Debt due May 2013 — November 2034 (0.94%—7.96%)	25,688			43,164
Other Non-U.S. Dollar Debt due May 2013 — May 2023 (3.50%—11.00%)	56,293			64,060
5.35% U.S. Dollar Notes due July 2013	499,993			499,958
8.0% Heinz Finance Preferred Stock due July 2013	350,000			350,000
Japanese Yen Credit Agreement due December 2013 (variable rate)	163,182			199,327
U.S. Dollar Private Placement Notes due May 2014 — May 2021 (2.11% - 4.23%)	500,000			500,000
Japanese Yen Credit Agreement due October 2015 (variable rate)	152,983			—
U.S. Dollar Private Placement Notes due July 2016 — July 2018 (2.86% - 3.55%)	100,000			100,000
2.00% U.S. Dollar Notes due September 2016	299,933			299,913
1.50% U.S. Dollar Notes due March 2017	299,648			299,556
U.S. Dollar Remarketable Securities due December 2020	119,000			119,000
3.125% U.S. Dollar Notes due September 2021	395,772			395,268
2.85% U.S. Dollar Notes due March 2022	299,565			299,516
6.375% U.S. Dollar Debentures due July 2028	231,396			231,137
6.25% British Pound Notes due February 2030	192,376			202,158
6.75% U.S. Dollar Notes due March 2032	435,185			435,112
7.125% U.S. Dollar Notes due August 2039	628,082			626,747
	4,749,096			4,851,785
Hedge Accounting Adjustments (See Note 13)	122,455			128,444
Less portion due within one year	(1,023,212		)	(200,248		)
Total long-term debt	$	3,848,339		$	4,779,981
Weighted-average interest rate on long-term debt, including the impact of applicable interest rate swaps	4.07		%	4.28		%

During the first quarter of Fiscal 2013, the Company terminated its variable rate three year 15 billion Japanese yen denominated credit agreement that was due October 2012, and settled the associated swap, which had an immaterial impact to the Company's consolidated statement of income. In addition, the Company entered into a new variable rate three year 15 billion Japanese yen denominated credit agreement. The proceeds were swapped to $188.5 million U.S. dollars and the interest rate was fixed at 2.22%.

At April 28, 2013, the Company had a $1.5 billion credit agreement which expires in June 2016. This credit agreement supported the Company's commercial paper borrowings. In April 2013, the Company entered into a new $1.5 billion 1.28% credit agreement under which it borrowed $1.1 billion primarily to pay off all of the outstanding commercial paper. Both credit agreements were terminated on June 7, 2013 in conjunction with the closing of the Merger Agreement. See Note 21 for further explanation of the financing implications on the Company's indebtedness as a result of this Merger Agreement. In addition, the Company has $438 million of foreign lines of credit available at April 28, 2013.

During the fourth quarter of Fiscal 2012, the Company issued $300 million 1.50% Notes due 2017 and $300 million 2.85% Notes due 2022. During the second quarter of Fiscal 2012, the Company issued $300 million 2.00% Notes due 2016 and $400 million 3.125% Notes due 2021. During the first quarter of Fiscal 2012, the Company issued $500 million of private placement notes at an average interest rate of 3.48% with maturities of three, five, seven and ten years. Additionally, during the first quarter of Fiscal 2012, the Company issued $100 million of private placement notes at an average interest rate of 3.38% with maturities of five and seven years. The prior year proceeds were used for the repayment of commercial paper and to pay off the Company's $750 million of notes which matured on July 15, 2011 and $600 million notes which matured on March 15, 2012.

Certain of the Company's debt agreements contain customary covenants, including a leverage ratio covenant. The Company was in compliance with all of its covenants as of April 28, 2013 and April 29, 2012.

During the third quarter of Fiscal 2012, the Company remarketed the remaining $119 million remarketable securities at a rate of 6.049%. The next remarketing is scheduled for December 1, 2014. On the same date, the Company entered into a total rate of return swap with a notional amount of $119 million as an economic hedge to reduce the interest cost related to these remarketable securities. See Note 13 for further details. If these securities are not remarketed, then the Company is required to repurchase all of the remaining securities at 100% of the principal amount plus accrued interest. If the Company purchases or otherwise acquires these securities from the holders, the Company is required to pay to the holder of the remaining remarketing option the option settlement amount. This value fluctuates based on market conditions.

HFC’s 3,500 mandatorily redeemable preferred shares are classified as long-term debt. Each share of preferred stock is entitled to annual cash dividends at a rate of 8% or $8,000 per share. On July 15, 2013, each share will be redeemed for $100,000 in cash for a total redemption price of $350 million.

Annual maturities of long-term debt during the next five fiscal years are $1.02 billion in 2014, $73.7 million in 2015, $163.1 million in 2016, $738.2 million in 2017 and $2.6 million in 2018.

During the first quarter of Fiscal 2013, the Company entered into an amendment of its $175 million accounts receivable securitization program that extended the term until June 7, 2013. For the sale of receivables under the program, the Company receives cash consideration of up to $175 million and a receivable for the remainder of the purchase price (the "Deferred Purchase Price"). The cash consideration and the carrying amount of receivables removed from the consolidated balance sheets were $158.7 million and $161.8 million as of April 28, 2013 and April 29, 2012, respectively, resulting in a decrease of $3.1 million in cash for sales under this program for Fiscal 2013 and an increase in cash of $132.8 million for Fiscal 2012. The fair value of the Deferred Purchase Price was $53.6 million and $56.8 million as of April 28, 2013 and April 29, 2012, respectively. The increase in cash proceeds related to the Deferred Purchase Price was $3.2 million and $117.1 million as of April 28, 2013 and April 29, 2012, respectively. This Deferred Purchase Price is included as a trade receivable on the consolidated balance sheets and has a carrying value which approximates fair value as of April 28, 2013 and April 29, 2012, due to the nature of the short-term underlying financial assets. On May 31, 2013, subsequent to the Fiscal 2013 year end, the Company entered into an amendment of the $175 million accounts receivables securitization program that extended the term until May 30, 2014. Prior to this amendment, the Company accounted for transfers of receivables pursuant to this program as a sale and removed them from the consolidated balance sheet. This amendment results in the transfers no longer qualifying for sale treatment under U.S. GAAP. As a result, all transfers will be accounted for subsequent to this amendment as secured borrowings and the receivables sold pursuant to this program will be included on the balance sheet as trade receivables, along with the Deferred Purchase Price.