10-Q

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 the quarterly period ended July 28, 2010
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to

Commission File Number 1-3385

H. J. HEINZ COMPANY

(Exact name of registrant as specified in its charter)

PENNSYLVANIA (State or other jurisdiction of incorporation or organization)	25-0542520 (I.R.S. Employer Identification No.)
One PPG Place, Pittsburgh, Pennsylvania (Address of Principal Executive Offices)	15222 (Zip Code)

Registrant’s telephone number, including area code: (412) 456-5700

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   

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).  Yes X  No   

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

  Large accelerated filer X Accelerated filer    Non-accelerated filer    Smaller reporting company     

(Do not check if a smaller reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes     No X  

The number of shares of the Registrant’s Common Stock, par value $0.25 per share, outstanding as of July 28, 2010 was 318,334,965 shares.

TABLE OF CONTENTS

EX-10.AI

EX-10.AII

EX-10.AIII

EX-10.AIV

EX-12

EX-31.A

EX-31.B

EX-32.A

EX-32.B

EX-101 INSTANCE DOCUMENT

EX-101 SCHEMA DOCUMENT

EX-101 CALCULATION LINKBASE DOCUMENT

EX-101 LABELS LINKBASE DOCUMENT

EX-101 PRESENTATION LINKBASE DOCUMENT

EX-101 DEFINITION LINKBASE DOCUMENT

PART I—FINANCIAL INFORMATION

Item 1.   Financial Statements

H. J. HEINZ COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

	First Quarter Ended
	July 28, 2010		July 29, 2009
	FY 2011		FY 2010
	(Unaudited)
	(In thousands, Except per Share Amounts)
Sales	$	2,480,825	$	2,441,685
Cost of products sold		1,572,848		1,569,382
Gross profit		907,977		872,303
Selling, general and administrative expenses		502,262		503,226
Operating income		405,715		369,077
Interest income		4,117		28,659
Interest expense		66,752		82,989
Other expense, net		10,289		5,415
Income from continuing operations before income taxes		332,791		309,332
Provision for income taxes		84,196		88,078
Income from continuing operations		248,595		221,254
Loss from discontinued operations, net of tax		—		(2,162	)
Net income		248,595		219,092
Less: Net income attributable to the noncontrolling interest		8,168		6,528
Net income attributable to H. J. Heinz Company	$	240,427	$	212,564
Income/(loss) per common share:
Diluted
Continuing operations attributable to H. J. Heinz Company common shareholders	$	0.75	$	0.68
Discontinued operations attributable to H. J. Heinz Company common shareholders		—		(0.01	)
Net income attributable to H. J. Heinz Company common shareholders	$	0.75	$	0.67
Average common shares outstanding—diluted		321,009		317,229
Basic
Continuing operations attributable to H. J. Heinz Company common shareholders	$	0.76	$	0.68
Discontinued operations attributable to H. J. Heinz Company common shareholders		—		(0.01	)
Net income attributable to H. J. Heinz Company common shareholders	$	0.76	$	0.67
Average common shares outstanding—basic		318,060		315,074
Cash dividends per share	$	0.45	$	0.42
Amounts attributable to H. J. Heinz Company common shareholders:
Income from continuing operations, net of tax	$	240,427	$	214,726
Loss from discontinued operations, net of tax		—		(2,162	)
Net income	$	240,427	$	212,564

See Notes to Condensed Consolidated Financial Statements.

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H. J. HEINZ COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

	July 28, 2010		April 28, 2010*
	FY 2011		FY 2010
	(Unaudited)
	(In Thousands)
Assets
Current Assets:
Cash and cash equivalents	$	494,509	$	483,253
Trade receivables, net		753,251		794,845
Other receivables, net		201,557		250,493
Inventories:
Finished goods and work-in-process		999,832		979,543
Packaging material and ingredients		237,610		269,584
Total inventories		1,237,442		1,249,127
Prepaid expenses		165,506		130,819
Other current assets		120,520		142,588
Total current assets		2,972,785		3,051,125
Property, plant and equipment		4,508,215		4,465,640
Less accumulated depreciation		2,420,605		2,373,844
Total property, plant and equipment, net		2,087,610		2,091,796
Goodwill		2,771,548		2,770,918
Trademarks, net		888,939		895,138
Other intangibles, net		397,722		402,576
Other non-current assets		809,408		864,158
Total other non-current assets		4,867,617		4,932,790
Total assets	$	9,928,012	$	10,075,711

* The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

See Notes to Condensed Consolidated Financial Statements.

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H. J. HEINZ COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

	July 28, 2010		April 28, 2010*
	FY 2011		FY 2010
	(Unaudited)
	(In Thousands)
Liabilities and Equity
Current Liabilities:
Short-term debt	$	51,533	$	43,853
Portion of long-term debt due within one year		846,267		15,167
Trade payables		953,848		1,007,517
Other payables		123,267		121,997
Salaries and wages		89,348		118,161
Accrued marketing		288,709		288,579
Other accrued liabilities		426,793		549,492
Income taxes		57,627		30,593
Total current liabilities		2,837,392		2,175,359
Long-term debt		3,655,489		4,559,152
Deferred income taxes		702,034		665,089
Non-pension postretirement benefits		215,119		216,423
Other non-current liabilities		458,217		511,192
Total long-term liabilities		5,030,859		5,951,856
Equity:
Capital stock		107,844		107,844
Additional capital		646,665		657,596
Retained earnings		6,952,301		6,856,033
		7,706,810		7,621,473
Less:
Treasury stock at cost (112,762 shares at July 28, 2010 and 113,404 shares at April 28, 2010)		4,720,685		4,750,547
Accumulated other comprehensive loss		991,367		979,581
Total H. J. Heinz Company shareholders’ equity		1,994,758		1,891,345
Noncontrolling interest		65,003		57,151
Total equity		2,059,761		1,948,496
Total liabilities and equity	$	9,928,012	$	10,075,711

* The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

See Notes to Condensed Consolidated Financial Statements.

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H. J. HEINZ COMPANY AND SUBSIDIARIES CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS

	First Quarter Ended
	July 28, 2010			July 29, 2009
	FY 2011			FY 2010
	(Unaudited)
	(Thousands of Dollars)
Cash Flows from Operating Activities:
Net income	$	248,595		$	219,092
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation		58,715			61,282
Amortization		10,604			11,619
Deferred tax provision		37,751			36,294
Pension contributions		(6,616	)		(143,989	)
Other items, net		(7,380	)		(11,872	)
Changes in current assets and liabilities, excluding effects of acquisitions and divestitures:
Receivables (includes proceeds from securitization)		71,750			189,103
Inventories		5,769			(29,736	)
Prepaid expenses and other current assets		(29,277	)		(28,191	)
Accounts payable		(47,792	)		(73,738	)
Accrued liabilities		(143,130	)		(102,662	)
Income taxes		73,417			41,666
Cash provided by operating activities		272,406			168,868
Cash Flows from Investing Activities:
Capital expenditures		(55,625	)		(48,708	)
Proceeds from disposals of property, plant and equipment		205			645
Other items, net		1,932			1,562
Cash used for investing activities		(53,488	)		(46,501	)
Cash Flows from Financing Activities:
Payments on long-term debt		(7,726	)		(27,367	)
Proceeds from long-term debt		9,457			249,559
Net payments on commercial paper and short-term debt		(90,514	)		(67,217	)
Dividends		(143,726	)		(132,956	)
Exercise of stock options		19,434			2,021
Other items, net		15,068			8,872
Cash (used for)/provided by financing activities		(198,007	)		32,912
Effect of exchange rate changes on cash and cash equivalents		(9,655	)		22,276
Net increase in cash and cash equivalents		11,256			177,555
Cash and cash equivalents at beginning of year		483,253			373,145
Cash and cash equivalents at end of period	$	494,509		$	550,700

See Notes to Condensed Consolidated Financial Statements.

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H. J. HEINZ COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1)   Basis of Presentation

The interim condensed consolidated financial statements of H. J. Heinz Company, together with its subsidiaries (collectively referred to as the “Company”), are unaudited. In the opinion of management, all adjustments, which are of a normal and recurring nature, except those which have been disclosed elsewhere in this Quarterly Report on Form 10-Q, necessary for a fair statement of the results of operations of these interim periods, have been included. The results for interim periods are not necessarily indicative of the results to be expected for the full fiscal year due to the seasonal nature of the Company’s business. Certain prior year amounts have been reclassified to conform with the Fiscal 2011 presentation. These statements should be read in conjunction with the Company’s consolidated financial statements and related notes, and management’s discussion and analysis of financial condition and results of operations which appear in the Company’s Annual Report on Form 10-K for the year ended April 28, 2010.

(2)   Recently Issued Accounting Standards

In June 2009, the Financial Accounting Standards Board (“FASB”) issued an amendment to the accounting and disclosure requirements for transfers of financial assets. This amendment removes the concept of a qualifying special-purpose entity and requires that a transferor recognize and initially measure at fair value all assets obtained and liabilities incurred as a result of a transfer of financial assets accounted for as a sale. This amendment also requires additional disclosures about any transfers of financial assets and a transferor’s continuing involvement with transferred financial assets. The Company adopted this amendment on April 29, 2010, the first day of Fiscal 2011. This adoption did not have a material impact on the Company’s financial statements. Refer to Note 13 for additional information.

In June 2009, the FASB issued an amendment to the accounting and disclosure requirements for variable interest entities. This amendment changes how a reporting entity determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a reporting entity is required to consolidate another entity is based on, among other things, the purpose and design of the other entity and the reporting entity’s ability to direct the activities of the other entity that most significantly impact its economic performance. The amendment also requires additional disclosures about a reporting entity’s involvement with variable interest entities and any significant changes in risk exposure due to that involvement. A reporting entity will be required to disclose how its involvement with a variable interest entity affects the reporting entity’s financial statements. The Company adopted this amendment on April 29, 2010, the first day of Fiscal 2011. This adoption did not have a material impact on the Company’s financial statements.

(3)   Discontinued Operations

During Fiscal 2010, the Company completed the sales of its Appetizers And, Inc. and Kabobs frozen hors d’oeuvres businesses which were previously reported within the U.S. Foodservice segment and the sale of its private label frozen desserts business in the U.K. In accordance with accounting principles generally accepted in the United States of America, the operating results related to these businesses have been included in discontinued operations in the company’s consolidated statements of income for all periods presented. These discontinued operations generated sales of $26.2 million and a net loss of $2.2 million (net of $0.9 million of a tax benefit) for the first quarter ended July 29, 2009.

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(4)   Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill for the first quarter ended July 28, 2010, by reportable segment, are as follows:

	North
	American
	Consumer									U.S.			Rest of
	Products			Europe			Asia/Pacific			Foodservice			World			Total
	(Thousands of Dollars)
Balance at April 29, 2009	$	1,074,841		$	1,090,998		$	248,222		$	260,523		$	13,204		$	2,687,788
Acquisitions		6,378			—			—			—			—			6,378
Purchase accounting adjustments		—			(895	)		(3,030	)		—			—			(3,925	)
Disposals		—			(483	)		—			(2,849	)		—			(3,332	)
Translation adjustments		21,672			17,124			44,233			—			980			84,009
Balance at April 28, 2010		1,102,891			1,106,744			289,425			257,674			14,184			2,770,918
Purchase accounting adjustments		—			(278	)		—			—			—			(278	)
Translation adjustments		(3,923	)		5,289			(322	)		—			(136	)		908
Balance at July 28, 2010	$	1,098,968		$	1,111,755		$	289,103		$	257,674		$	14,048		$	2,771,548

All of the purchase accounting adjustments reflected in the above table relate to acquisitions completed prior to April 30, 2009, the first day of Fiscal 2010. Total goodwill accumulated impairment losses for the Company were $84.7 million consisting of $54.5 million for Europe, $2.7 million for Asia/Pacific, $27.4 million for Rest of World as of April 29, 2009, April 28, 2010 and July 28, 2010.

Trademarks and other intangible assets at July 28, 2010 and April 28, 2010, subject to amortization expense, are as follows:

	July 28, 2010							April 28, 2010
			Accum							Accum
	Gross		Amort			Net		Gross		Amort			Net
	(Thousands of Dollars)
Trademarks	$	279,131	$	(75,032	)	$	204,099	$	267,435	$	(73,500	)	$	193,935
Licenses		208,186		(153,938	)		54,248		208,186		(152,509	)		55,677
Recipes/processes		77,593		(27,724	)		49,869		78,080		(26,714	)		51,366
Customer related assets		179,546		(45,781	)		133,765		180,302		(43,316	)		136,986
Other		66,643		(54,191	)		12,452		66,807		(54,157	)		12,650
	$	811,099	$	(356,666	)	$	454,433	$	800,810	$	(350,196	)	$	450,614

Amortization expense for trademarks and other intangible assets was $7.1 million and $6.6 million for the quarters ended July 28, 2010 and July 29, 2009, respectively. Based upon the amortizable intangible assets recorded on the balance sheet as of July 28, 2010, annual amortization expense for each of the next five fiscal years is estimated to be approximately $28 million.

Intangible assets not subject to amortization at July 28, 2010 totaled $832.2 million and consisted of $684.8 million of trademarks, $115.6 million of recipes/processes, and $31.8 million of licenses. Intangible assets not subject to amortization at April 28, 2010, totaled $847.1 million and consisted of $701.2 million of trademarks, $113.8 million of recipes/processes, and $32.1 million of licenses.

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(5)   Income Taxes

The total amount of gross unrecognized tax benefits for uncertain tax positions, including positions impacting only the timing of tax benefits, was $53.0 million and $57.1 million, on July 28, 2010 and April 28, 2010, respectively. The amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate was $35.4 million and $38.2 million, on July 28, 2010 and April 28, 2010, respectively. It is reasonably possible that the amount of unrecognized tax benefits will decrease by as much as $27.5 million in the next 12 months due to the expiration of statutes of limitations in various foreign jurisdictions along with the progression of federal, state, and foreign audits in process.

The Company classifies interest and penalties on tax uncertainties as a component of the provision for income taxes. The total amount of interest and penalties accrued at July 28, 2010 was $14.1 million and $0.7 million, respectively. The corresponding amounts of accrued interest and penalties at April 28, 2010 were $17.3 million and $1.2 million, respectively.

The provision for income taxes consists of provisions for federal, state and foreign income taxes. The Company operates in an international environment with significant operations in various locations outside the U.S. Accordingly, the consolidated income tax rate is a composite rate reflecting the earnings in various locations and the applicable tax rates. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world, including such major jurisdictions as Australia, Canada, Italy, the United Kingdom and the United States. The Company has substantially concluded all national income tax matters for years through Fiscal 2008 for the United Kingdom, through Fiscal 2007 for the U.S., through Fiscal 2006 in Canada, and through Fiscal 2005 for Australia and Italy.

The effective tax rate for the current quarter was 25.3% compared to 28.5% last year. The decrease in the effective tax rate is primarily the result of increased benefits from foreign tax planning and the benefit of a statutory tax rate reduction in the United Kingdom, partially offset by higher repatriation costs.

(6)   Employees’ Stock Incentive Plans and Management Incentive Plans

At July 28, 2010, the Company had outstanding stock option awards, restricted stock units and restricted stock awards issued pursuant to various shareholder-approved plans and a shareholder-authorized employee stock purchase plan, as described on pages 61 to 66 of the Company’s Annual Report on Form 10-K for the fiscal year ended April 28, 2010. The compensation cost related to these plans recognized in general and administrative expenses (“G&A”), and the related tax benefit was $5.2 million and $1.6 million for the first quarter ended July 28, 2010, and $6.3 million and $1.9 million for the first quarter ended July 29, 2009, respectively.

In the first quarter of Fiscal 2011, the Company granted performance awards as permitted in the Fiscal Year 2003 Stock Incentive Plan, subject to the achievement of certain performance goals. These performance awards are tied to the Company’s relative Total Shareholder Return (“Relative TSR”) Ranking within the defined Long-term Performance Program (“LTPP”) peer group and the 2-year average after-tax Return on Invested Capital (“ROIC”) metrics. The Relative TSR metric is based on the two-year cumulative return to shareholders from the change in stock price and dividends paid between the starting and ending dates. The starting value was based on the average of each LTPP peer group company stock price for the 60 trading days prior to and including April 28, 2010. The ending value will be based on the average stock price for the 60 trading days prior to and including the close of the Fiscal 2012 year end, plus dividends paid over the 2 year performance period. The compensation cost related to current and prior period LTPP awards recognized in G&A was $2.8 million, and the related tax benefit was $0.9 million for the first quarter ended July 28, 2010. The compensation cost related to LTPP awards recognized in G&A was $2.6 million, and the related tax benefit was $0.8 million for the first quarter ended July 29, 2009.

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(7)   Pensions and Other Postretirement Benefits

The components of net periodic benefit cost are as follows:

	First Quarter Ended
	July 28, 2010			July 29, 2009			July 28, 2010			July 29, 2009
	Pension Benefits						Other Retiree Benefits
	(Thousands of Dollars)
Service cost	$	7,737		$	7,789		$	1,561		$	1,471
Interest cost		34,279			37,078			3,154			3,727
Expected return on plan assets		(55,292	)		(52,320	)		—			—
Amortization of prior service cost/(credit)		591			538			(1,290	)		(952	)
Amortization of unrecognized loss		18,968			13,320			401			135
Net periodic benefit cost		6,283			6,405			3,826			4,381
Less periodic benefit cost associated with discontinued operations		—			391			—			—
Periodic benefit cost associated with continuing operations	$	6,283		$	6,014		$	3,826		$	4,381

During the first quarter of Fiscal 2011, the Company contributed $7 million to these defined benefit plans. The Company expects to make combined cash contributions of less than $50 million in Fiscal 2011; however actual contributions may be affected by pension asset and liability valuations during the year.

(8)   Segments

The Company’s segments are primarily organized by geographic area. The composition of segments and measure of segment profitability are consistent with that used by the Company’s management.

Descriptions of the Company’s reportable segments are as follows:

North American Consumer Products—This segment primarily manufactures, markets and sells ketchup, condiments, sauces, pasta meals, and frozen potatoes, entrees, snacks, and appetizers to the grocery channels in the United States of America and includes our Canadian business.

Europe—This segment includes the Company’s operations in Europe, including Eastern Europe and Russia, and sells products in all of the Company’s categories.

Asia/Pacific—This segment includes the Company’s operations in Australia, New Zealand, India, Japan, China, South Korea, Indonesia, and Singapore. This segment’s operations include products in all of the Company’s categories.

U.S. Foodservice—This segment primarily manufactures, markets and sells branded and customized products to commercial and non-commercial food outlets and distributors in the United States of America including ketchup, condiments, sauces, frozen soups and desserts.

Rest of World—This segment includes the Company’s operations in Africa, Latin America, and the Middle East that sell products in all of the Company’s categories.

The Company’s management evaluates performance based on several factors including net sales, operating income and the use of capital resources. Inter-segment revenues, items below the operating income line of the consolidated statements of income, and certain costs associated with the corporation-wide productivity initiatives in the prior year are not presented by

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segment, since they are not reflected in the measure of segment profitability reviewed by the Company’s management.

The following table presents information about the Company’s reportable segments:

	First Quarter Ended
	July 28, 2010			July 29, 2009
	FY 2011			FY 2010
	(Thousands of Dollars)
Net external sales:
North American Consumer Products	$	761,812		$	727,242
Europe		713,323			772,920
Asia/Pacific		558,180			469,234
U.S. Foodservice		328,534			336,183
Rest of World		118,976			136,106
Consolidated Totals	$	2,480,825		$	2,441,685
Operating income (loss):
North American Consumer Products	$	191,080		$	184,205
Europe		115,036			128,336
Asia/Pacific		71,702			53,264
U.S. Foodservice		39,489			31,810
Rest of World		15,920			18,103
Other:
Non-Operating(a)		(27,512	)		(30,892	)
Upfront productivity charges(b)		—			(15,749	)
Consolidated Totals	$	405,715		$	369,077

(a)	Includes corporate overhead, intercompany eliminations and charges not directly attributable to operating segments.
(b)	Includes costs associated with targeted workforce reductions and asset write-offs related to a factory closure that were part of a corporation-wide initiative to improve productivity.

The Company’s revenues are generated via the sale of products in the following categories:

	First Quarter Ended
	July 28, 2010		July 29, 2009
	FY 2011		FY 2010
	(Thousands of Dollars)
Ketchup and Sauces	$	1,092,196	$	1,068,813
Meals and Snacks		917,824		924,195
Infant/Nutrition		280,775		291,954
Other		190,030		156,723
Total	$	2,480,825	$	2,441,685

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(9)   Income Per Common Share

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

	First Quarter Ended
	July 28, 2010		July 29, 2009
	FY 2011		FY 2010
	(In Thousands)
Income from continuing operations attributable to H. J. Heinz Company	$	240,427	$	214,726
Allocation to participating securities		186		522
Preferred dividends		3		3
Income from continuing operations applicable to common stock	$	240,238	$	214,201
Average common shares outstanding—basic		318,060		315,074
Effect of dilutive securities:
Convertible preferred stock		104		105
Stock options, restricted stock and the global stock purchase plan		2,845		2,050
Average common shares outstanding—diluted		321,009		317,229

In Fiscal 2010, the Company adopted accounting guidance for determining whether instruments granted in share-based payment transactions are participating securities. This guidance states that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method.

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 2.9 million and 8.5 million shares of common stock for the first quarters ended July 28, 2010 and July 29, 2009, respectively, 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 2017.

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(10)   Comprehensive Income

The following table provides a summary of comprehensive income attributable to H. J. Heinz Company:

	First Quarter Ended
	July 28, 2010			July 29, 2009
	FY 2011			FY 2010
	(Thousands of Dollars)
Net income	$	248,595		$	219,092
Other comprehensive income/(loss):
Foreign currency translation adjustments		(26,055	)		342,525
Reclassification of net pension and postretirement benefit losses to net income		13,207			8,542
Net deferred gains/(losses) on derivatives from periodic revaluations		4,039			(11,524	)
Net deferred gains on derivatives reclassified to earnings		(2,473	)		(5,184	)
Total comprehensive income		237,313			553,451
Comprehensive income attributable to the noncontrolling interest		(8,672	)		(9,959	)
Comprehensive income attributable to H. J. Heinz Company	$	228,641		$	543,492

The following table summarizes the allocation of total comprehensive income between H. J. Heinz Company and the noncontrolling interest for the first quarter ended July 28, 2010:

	H. J. Heinz			Noncontrolling
	Company			Interest			Total
	(Thousands of Dollars)
Net income	$	240,427		$	8,168		$	248,595
Other comprehensive income:
Foreign currency translation adjustments		(26,345	)		290			(26,055	)
Reclassification of net pension and postretirement benefit losses to net income		13,207			—			13,207
Net deferred gains/(losses) on derivatives from periodic revaluations		4,119			(80	)		4,039
Net deferred (gains)/losses on derivatives reclassified to earnings		(2,767	)		294			(2,473	)
Total comprehensive income	$	228,641		$	8,672		$	237,313

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(11)   Changes in Equity

The following table provides a summary of the changes in the carrying amounts of total equity, H. J. Heinz Company shareholders’ equity and equity attributable to the noncontrolling interest:

				H. J. Heinz Company
				Capital		Additional			Retained			Treasury			Accum			Noncontrolling
	Total			Stock		Capital			Earnings			Stock			OCI			Interest
	(Thousands of Dollars)
Balance as of April 28, 2010	$	1,948,496		$	107,844	$	657,596		$	6,856,033		$	(4,750,547	)	$	(979,581	)	$	57,151
Comprehensive income(1)		237,313			—		—			240,427			—			(11,786	)		8,672
Dividends paid to shareholders of H. J. Heinz Company		(143,726	)		—		—			(143,726	)		—			—			—
Dividends paid to noncontrolling interest		(820	)		—		—			—			—			—			(820	)
Stock options exercised, net of shares tendered for payment		22,378			—		(5,087	)		—			27,465			—			—
Stock option expense		1,191			—		1,191			—			—			—			—
Restricted stock unit activity		(5,193	)		—		(6,862	)		—			1,669			—			—
Other		122			—		(173	)		(433	)		728			—			—
Balance as of July 28, 2010	$	2,059,761		$	107,844	$	646,665		$	6,952,301		$	(4,720,685	)	$	(991,367	)	$	65,003

(1) The allocation of the individual components of comprehensive income attributable to H. J. Heinz Company and the noncontrolling interest is disclosed in Note 10.

(12)   Debt

At July 28, 2010, the Company had $1.7 billion of credit agreements, $1.2 billion of which expires in April 2012 and $500 million which expires in April 2013. These credit agreements support the Company’s commercial paper borrowings. As a result, the commercial paper borrowings are classified as long-term debt based upon the Company’s intent and ability to refinance these borrowings on a long-term basis. The credit agreements have identical covenants which include a leverage ratio covenant in addition to customary covenants. The Company was in compliance with all of its debt covenants as of July 28, 2010.

(13)   Financing Arrangements

In the first quarter of Fiscal 2010, the Company entered into a three-year $175 million accounts receivable securitization program. Under the terms of the agreement, the Company sells, on a revolving basis, its U.S. trade receivables to a wholly-owned, bankruptcy-remote-subsidiary. This subsidiary then sells all of the rights, title and interest in these receivables, all of which are short-term, to an unaffiliated entity. On April 29, 2010, the Company adopted new accounting guidance related to the transfer of financial assets. The securitization agreement continues to qualify for sale accounting treatment under the new guidance. After the sale, the Company, as servicer of the assets, collects the receivables on behalf of the unaffiliated entity. On the statements of cash flows, all cash flows related to this securitization program are included as a component of operating activities because the cash received from the unaffiliated entity and the cash collected from servicing the transferred assets are not subject to significantly different risks due to the short-term nature of the Company’s trade receivables.

For the sale of receivables under the program, the Company receives initial cash funding and a deferred purchase price. The initial cash funding was $116.2 million and $131.8 million during the first quarters ended July 28, 2010 and July 29, 2009, respectively, resulting in an increase of

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cash for sales under this program for the first quarters ended July 28, 2010 and July 29, 2009 of $32.0 million and $131.8 million, respectively. The fair value of the deferred purchase price was $37.6 million and $89.2 million as of July 28, 2010 and April 28, 2010, respectively. Cash proceeds for the deferred purchase price were $51.5 million for the first quarter ended July 28, 2010. 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 July 28, 2010 and April 28, 2010, due to the nature of the short-term underlying financial assets.

In addition, the Company acted as servicer for approximately $147 million and $126 million of trade receivables which were sold to unrelated third parties without recourse as of July 28, 2010 and April 28, 2010, respectively. These trade receivables are short-term in nature. The proceeds from these sales are also recognized on the statements of cash flows as a component of operating activities.

The Company has not recorded any servicing assets or liabilities as of July 28, 2010 or April 28, 2010 for the arrangements discussed above because the fair value of these servicing agreements as well as the fees earned were not material to the financial statements.

(14)   Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy consists of three levels to prioritize the inputs used in valuations, as defined below:

Level 1:  Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets.

Level 2:  Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3:  Unobservable inputs for the asset or liability.

As of July 28, 2010 and April 28, 2010, the fair values of the Company’s assets and liabilities measured on a recurring basis are categorized as follows:

	July 28, 2010								April 28, 2010
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	(Thousands of Dollars)
Assets:
Derivatives(a)	$	—	$	128,231	$	—	$	128,231	$	—	$	133,773	$	—	$	133,773
Total assets at fair value	$	—	$	128,231	$	—	$	128,231	$	—	$	133,773	$	—	$	133,773
Liabilities:
Derivatives(a)	$	—	$	19,469	$	—	$	19,469	$	—	$	36,036	$	—	$	36,036
Total liabilities at fair value	$	—	$	19,469	$	—	$	19,469	$	—	$	36,036	$	—	$	36,036

(a)  Foreign currency derivative contracts are valued based on observable market spot and forward rates, and are classified within Level 2 of the fair value hierarchy. Interest rate swaps are valued based on observable market swap rates, and are classified within Level 2 of the fair value hierarchy. Cross-currency interest rate swaps are valued based on observable market spot and swap rates, and are classified within Level 2 of the fair value hierarchy. There have been no transfers between Levels 1 and 2 in Fiscals 2011 and 2010.

As of July 28, 2010 and April 28, 2010, the aggregate fair value of the Company’s debt obligations, based on market quotes, approximated the recorded value, with the exception of the 7.125% notes issued as part of the dealer remarketable securities exchange transaction. The

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book value of these notes has been reduced as a result of the cash payments made in connection with the exchange, which occurred in Fiscal 2010.

(15)   Derivative Financial Instruments and Hedging Activities

The Company operates internationally, with manufacturing and sales facilities in various locations around the world, and utilizes certain derivative financial instruments to manage its foreign currency, debt and interest rate exposures. At July 28, 2010, the Company had outstanding currency exchange, interest rate, and cross-currency interest rate derivative contracts with notional amounts of $1.72 billion, $1.52 billion and $171 million, respectively. At April 28, 2010, the Company had outstanding currency exchange, interest rate, and cross-currency interest rate derivative contracts with notional amounts of $1.64 billion, $1.52 billion and $160 million, respectively.

The following table presents the fair values and corresponding balance sheet captions of the Company’s derivative instruments as of July 28, 2010 and April 28, 2010:

	July 28, 2010						April 28, 2010
					Cross-						Cross-
					Currency						Currency
	Foreign		Interest		Interest Rate		Foreign		Interest		Interest Rate
	Exchange		Rate		Swap		Exchange		Rate		Swap
	Contracts		Contracts		Contracts		Contracts		Contracts		Contracts
	(Dollars in Thousands)
Assets:
Derivatives designated as hedging instruments:
Other receivables, net	$	8,630	$	71,361	$	—	$	7,408	$	70,746	$	—
Other non-current assets		4,247		39,526		1,898		16,604		38,460		—
		12,877		110,887		1,898		24,012		109,206		—
Derivatives not designated as hedging instruments:
Other receivables, net		2,569		—		—		555		—		—
Other non-current assets		—		—		—		—		—		—
		2,569		—		—		555		—		—
Total assets	$	15,446	$	110,887	$	1,898	$	24,567	$	109,206	$	—
Liabilities:
Derivatives designated as hedging instruments:
Other payables	$	10,780	$	—	$	3,111	$	16,672	$	—	$	3,510
Other non-current liabilities		270		—		—		4,279		—		8,422
		11,050		—		3,111		20,951		—		11,932
Derivatives not designated as hedging instruments:
Other payables		5,308		—		—		3,153		—		—
Other non-current liabilities		—		—		—		—		—		—
		5,308		—		—		3,153		—		—
Total liabilities	$	16,358	$	—	$	3,111	$	24,104	$	—	$	11,932

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Refer to Note 14 for further information on how fair value is determined for the Company’s derivatives.

The following table presents the pre-tax effect of derivative instruments on the statement of income for the first quarter ended July 28, 2010:

	First Quarter Ended
	July 28, 2010
						Cross-Currency
	Foreign Exchange			Interest Rate		Interest Rate
	Contracts			Contracts		Swap Contracts
	(Dollars in Thousands)
Cash flow hedges:
Net (losses)/gains recognized in other comprehensive loss (effective portion)	$	(3,167	)	$	—	$	9,855
Net gains/(losses) reclassified from other comprehensive loss into earnings (effective portion):
Sales	$	380		$	—	$	—
Cost of products sold		(3,793	)		—		—
Selling, general and administrative expenses		(97	)		—		—
Other (expense)/income, net		(3,642	)		—		12,000
Interest expense		(2	)		—		(891	)
		(7,154	)		—		11,109
Fair value hedges:
Net gains recognized in other expense, net		—			1,681		—
Derivatives not designated as hedging instruments:
Net losses recognized in other expense, net		(5,285	)		—		—
Total amount recognized in statement of income	$	(12,439	)	$	1,681	$	11,109

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The following table presents the pre-tax effect of derivative instruments on the statement of income for the first quarter ended July 29, 2009:

	First Quarter Ended
	July 29, 2009
							Cross-Currency
	Foreign Exchange			Interest Rate			Interest Rate
	Contracts			Contracts			Swap Contracts
	(Dollars in Thousands)
Cash flow hedges:
Net losses recognized in other comprehensive loss (effective portion)	$	(16,943	)	$	—		$	—
Net gains/(losses) reclassified from other comprehensive loss into earnings (effective portion):
Sales	$	1,337		$	—		$	—
Cost of products sold		6,099			—			—
Selling, general and administrative expenses		(137	)		—			—
Other expense, net		(915	)		—			—
Interest expense		5			—			—
		6,389			—			—
Fair value hedges:
Net losses recognized in other expense, net		—			(21,991	)		—
Derivatives not designated as hedging instruments:
Net gains recognized in other expense, net		9,961			—			—
Net gains recognized in interest income		—			20,054			—
		9,961			20,054			—
Total amount recognized in statement of income	$	16,350		$	(1,937	)	$	—

Foreign Currency Hedging:

The Company uses forward contracts and to a lesser extent, option contracts to mitigate its foreign currency exchange rate exposure due to forecasted purchases of raw materials and sales of finished goods, and future settlement of foreign currency denominated assets and liabilities. The Company’s principal foreign currency exposures include the Australian dollar, British pound sterling, Canadian dollar, euro, and the New Zealand dollar. Derivatives used to hedge forecasted transactions and specific cash flows associated with foreign currency denominated financial assets and liabilities that meet the criteria for hedge accounting are designated as cash flow hedges. Consequently, the effective portion of gains and losses is deferred as a component of accumulated other comprehensive loss and is recognized in earnings at the time the hedged item affects earnings, in the same line item as the underlying hedged item.

The Company has used certain foreign currency debt instruments as net investment hedges of foreign operations. During the first quarter of Fiscal 2010, losses of $15.6 million, net of income taxes of $9.9 million, which represented effective hedges of net investments, were reported as a component of accumulated other comprehensive loss within unrealized translation adjustment.

During the first quarter of Fiscal 2011, the Company early terminated certain foreign currency forward contracts, receiving cash proceeds of $11.6 million, and will release the gain in accumulated other comprehensive loss to earnings when the underlying transactions occur. The underlying transactions are scheduled to occur at various points in time through 2014.

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Interest Rate Hedging:

The Company uses interest rate swaps to manage debt and interest rate exposures. The Company is exposed to interest rate volatility with regard to existing and future issuances of fixed and floating rate debt. Primary exposures include U.S. Treasury rates, London Interbank Offered Rates (LIBOR), and commercial paper rates in the United States. Derivatives used to hedge risk associated with changes in the fair value of certain fixed-rate debt obligations are primarily designated as fair value hedges. Consequently, changes in the fair value of these derivatives, along with changes in the fair value of the hedged debt obligations that are attributable to the hedged risk, are recognized in current period earnings.

The Company had outstanding cross-currency interest rate swaps with a total notional amount of $171.5 million and $159.5 million as of July 28, 2010 and April 28, 2010, respectively, which were designated as cash flow hedges of the future payments of loan principal and interest associated with certain foreign denominated variable rate debt obligations. These contracts are scheduled to mature in Fiscal 2013.

Deferred Hedging Gains and Losses:

As of July 28, 2010, the Company is hedging forecasted transactions for periods not exceeding 4 years. During the next 12 months, the Company expects $1.8 million of net deferred gains reported in accumulated other comprehensive loss to be reclassified to earnings, assuming market rates remain constant through contract maturities. Hedge ineffectiveness related to cash flow hedges, which is reported in current period earnings as other income/(expense), net, was not significant for the first quarters ended July 28, 2010 and July 29, 2009. Amounts reclassified to earnings because the hedged transaction was no longer expected to occur were not significant for the first quarters ended July 28, 2010 and July 29, 2009.

Other Activities:

The Company enters into certain derivative contracts in accordance with its risk management strategy that do not meet the criteria for hedge accounting but which have the economic impact of largely mitigating foreign currency or interest rate exposures. The Company maintained foreign currency forward contracts with a total notional amount of $429.6 million and $284.5 million that did not meet the criteria for hedge accounting as of July 28, 2010 and April 28, 2010, respectively. These forward contracts are accounted for on a full mark-to-market basis through current earnings, with gains and losses recorded as a component of other income/(expense), net. Net unrealized losses related to outstanding contracts totaled $2.7 million and $2.6 million as of July 28, 2010 and April 28, 2010, respectively. These contracts are scheduled to mature within one year.

During the second quarter of Fiscal 2010, the Company terminated its $175 million notional total rate of return swap that was being used as an economic hedge to reduce a portion of the interest cost related to the Company’s remarketable securities. Prior to termination, the swap was being accounted for on a full mark-to-market basis through earnings, as a component of interest income. During the first quarter ended July 29, 2009, the Company recorded a benefit in interest income of $24.7 million, representing changes in the fair value of the swap and interest earned on the arrangement.

Concentration of Credit Risk:

Counterparties to currency exchange and interest rate derivatives consist of major international financial institutions. The Company continually monitors its positions and the credit ratings of the counterparties involved and, by policy, limits the amount of credit exposure to any one party. While the Company may be exposed to potential losses due to the credit risk of non-performance by these counterparties, losses are not anticipated. The Company closely monitors the credit risk associated with its counterparties and customers and to date has not experienced material losses.

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(16)   Venezuela- Foreign Currency and Inflation

Foreign Currency

The local currency in Venezuela is the Venezuelan bolivar fuerte (“VEF”). A currency control board exists in Venezuela that is responsible for foreign exchange procedures, including approval of requests for exchanges of VEF for U.S. dollars at the official (government established) exchange rate. Our business in Venezuela has historically been successful in obtaining U.S. dollars at the official exchange rate for imports of ingredients, packaging, manufacturing equipment, and other necessary inputs, and for dividend remittances, albeit on a delay. In May 2010, the government of Venezuela effectively closed down the unregulated parallel market, which existed for exchanging VEF for U.S. dollars through securities transactions. Our Venezuelan subsidiary has no recent history of entering into exchange transactions in this parallel market.

The Company uses the official exchange rate to translate the financial statements of its Venezuelan subsidiary, since we expect to obtain U.S. dollars at the official rate for future dividend remittances. The official exchange rate in Venezuela had been fixed at 2.15 VEF to 1 U.S. dollar for several years, despite significant inflation. On January 8, 2010, the Venezuelan government announced the devaluation of its currency relative to the U.S. dollar. The official exchange rate for imported goods classified as essential, such as food and medicine, changed from 2.15 to 2.60, while payments for other non-essential goods moved to an exchange rate of 4.30. The majority, if not all, of our imported products in Venezuela are expected to fall into the essential classification and qualify for the 2.60 rate. However, our Venezuelan subsidiary’s financial statements are remeasured using the 4.30 rate, as this is the rate expected to be applicable to dividend repatriations. As of July 28, 2010, the amount of VEF pending government approval to be used for dividend repatriations is $8.5 million at the 4.30 rate and requests for exchange have been pending government approval since September 2008.

During the third quarter of Fiscal 2010, the Company recorded a $61.7 million currency translation loss as a result of the currency devaluation, which had been reflected as a component of accumulated other comprehensive loss within unrealized translation adjustment. The net asset position of our Venezuelan subsidiary has also been reduced as a result of the devaluation to approximately $88 million at July 28, 2010.

Highly Inflationary Economy

An economy is considered highly inflationary under U.S. GAAP if the cumulative inflation rate for a three-year period meets or exceeds 100 percent. Based on the blended National Consumer Price Index, the Venezuelan economy exceeded the three-year cumulative inflation rate of 100 percent during the third quarter of Fiscal 2010. As a result, the financial statements of our Venezuelan subsidiary have been consolidated and reported under highly inflationary accounting rules beginning on January 28, 2010, the first day of our Fiscal 2010 fourth quarter. Under highly inflationary accounting, the financial statements of our Venezuelan subsidiary are remeasured into the Company’s reporting currency (U.S. dollars) and exchange gains and losses from the remeasurement of monetary assets and liabilities are reflected in current earnings, rather than accumulated other comprehensive loss on the balance sheet, until such time as the economy is no longer considered highly inflationary.

The impact of applying highly inflationary accounting for Venezuela on our consolidated financial statements is dependent upon movements in the applicable exchange rates (at this time, the official rate) between the local currency and the U.S. dollar and the amount of monetary assets and liabilities included in our subsidiary’s balance sheet. At July 28, 2010, the U.S. dollar value of monetary assets, net of monetary liabilities, which would be subject to an earnings impact from exchange rate movements for our Venezuelan subsidiary under highly inflationary accounting was $48.8 million.

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

Executive Overview

During the first quarter of Fiscal 2011, the Company reported diluted earnings per share from continuing operations of $0.75, compared to $0.68 in the prior year, an increase of 10.3%. The Company’s growth in EPS for the first quarter of Fiscal 2011 reflects 1.6% growth in sales, a 90 basis point improvement in the gross profit margin and a 9.9% increase in operating income. First quarter sales growth was driven by increased volume of 2.5% and net pricing of 1.1%. The emerging markets, which represented 18% of total Company sales in the quarter, led the sales growth with combined volume and pricing gains of 21.9%. Our top 15 brands also performed well, with combined volume and pricing gains of 5.7% driven by the Heinz^®, Smart Ones^®, Complan^® and ABC^® brands. Driving the sales growth was increased trade promotion and consumer marketing investments. Foreign exchange translation rates reduced sales by 2.1%. The gross profit margin increased as a result of productivity improvements and higher net pricing, partially offset by higher commodity input costs. Strong profit growth and the continuing focus on cash generated $272 million of cash flows from operations during the first quarter, a $104 million increase from the prior year.

In the first quarter of Fiscal 2011, foreign currency continued to unfavorably impact the Company’s results, but to a much lesser magnitude than what was experienced in Fiscal 2010. Overall, currency movements had a $0.03 unfavorable impact on the change in EPS from continuing operations versus prior year. The impact reflects currency translation net of translation hedges. While the Company anticipates that our full-year results will be impacted by foreign currency movements, we remain confident in our business fundamentals and plan to continue executing our following strategies:

•   Grow the core portfolio;

•   Accelerate growth in emerging markets;

•   Strengthen and leverage global scale; and

•   Make talent an advantage.

Discontinued Operations

During Fiscal 2010, the Company completed the sales of its Appetizers And, Inc. and Kabobs frozen hors d’oeuvres businesses which were previously reported within the U.S. Foodservice segment and the sale of its private label frozen desserts business in the U.K. In accordance with accounting principles generally accepted in the United States of America, the operating results related to these businesses have been included in discontinued operations in the company’s consolidated statements of income in the prior year. These discontinued operations generated sales of $26.2 million and a net loss of $2.2 million (net of $0.9 million of a tax benefit) for the first quarter ended July 29, 2009.

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THREE MONTHS ENDED JULY 28, 2010 AND JULY 29, 2009

Results of Continuing Operations

Sales for the three months ended July 28, 2010 increased $39 million, or 1.6%, to $2.48 billion. Volume increased 2.5%, as favorable volume in emerging markets as well as improvements in the U.S. and U.K. retail businesses were partially offset by declines in U.S. Foodservice and Australia. The volume in the U.S. and U.K. retail businesses benefited from increased trade promotions. Emerging markets and our top 15 brands continued to be important growth drivers, with combined volume and pricing gains of 21.9% and 5.7%, respectively. Net pricing increased sales by 1.1%, as price increases in emerging markets, particularly Latin America, and U.S. Foodservice were partially offset by increased trade promotions in the U.S. and U.K. retail businesses. Acquisitions increased sales by 0.1%. Foreign exchange translation rates reduced sales by 2.1%.

Gross profit increased $36 million, or 4.1%, to $908 million, and the gross profit margin increased to 36.6% from 35.7%, as higher volume, net pricing and productivity improvements were partially offset by a $23 million unfavorable impact from foreign exchange translation rates as well as higher commodity costs. In addition, last year’s gross profit included $7 million in charges for targeted workforce reductions and non-cash asset write-offs related to a factory closure.

Selling, general and administrative expenses (“SG&A”) decreased $1 million, or 0.2% to $502 million, and improved as a percentage of sales to 20.2% from 20.6%. These improvements reflect a $13 million impact from foreign exchange translation rates, $9 million related to prior year targeted workforce reductions, and lower selling and distribution expenses (“S&D”) reflecting productivity improvements. These improvements were partially offset by higher marketing investments, particularly in the emerging markets and Europe, and general and administrative expenses (“G&A”) reflecting increased compensation expense. Operating income increased $37 million, or 9.9%, to $406 million, reflecting the items above.

Net interest expense increased $8 million, to $63 million, reflecting a $25 million decrease in interest income and a $16 million decrease in interest expense. The decrease in interest income is mainly due to a $20 million mark-to-market gain in the prior year period on a total rate of return swap, which was terminated in August 2009. Interest expense decreased largely due to lower average interest rates. Other expenses, net, increased $5 million, to $10 million, primarily due to increased currency losses.

The effective tax rate for the current quarter was 25.3% compared to 28.5% last year. The decrease in the effective tax rate is primarily the result of increased benefits from foreign tax planning and the benefit of a statutory tax rate reduction in the United Kingdom, partially offset by higher repatriation costs.

Income from continuing operations attributable to H. J. Heinz Company was $240 million compared to $215 million in the prior year, an increase of 12.0%. The increase was due to higher operating income, $12 million in prior year after-tax charges ($0.04 per share) for targeted workforce reductions and non-cash asset write-offs, and a lower effective tax rate, partially offset by a $12 million after-tax gain in the prior year on a total rate of return swap. Diluted earnings per share from continuing operations was $0.75 in the current year compared to $0.68 in the prior year, up 10.3%. EPS movements were unfavorably impacted by $0.03 from currency fluctuations, after taking into account the net effect of current and prior year currency translation contracts and foreign currency movements on translation.

The impact of fluctuating translation exchange rates in Fiscal 2011 has had a relatively consistent impact on all components of operating income on the consolidated statement of income.

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OPERATING RESULTS BY BUSINESS SEGMENT

North American Consumer Products

Sales of the North American Consumer Products segment increased $35 million, or 4.8%, to $762 million. Volume increased 5.3% mainly due to increases in Heinz^® ketchup, Smart Ones^® frozen entrees and Classico^® pasta sauces which is primarily a result of increased trade promotions under the Consumer Value Program launched in the U.S. in the second half of the prior year. The Smart Ones^® frozen entrees volume improvement was also a result of innovation and new products. Net prices decreased 2.7% reflecting these trade promotion increases. The acquisition of Arthur’s Fresh Company, a small chilled smoothies business in Canada, in the third quarter of Fiscal 2010 increased sales 0.3%. Favorable Canadian exchange translation rates increased sales 1.7%.

Gross profit increased $9 million, or 2.9%, to $319 million, while the gross profit margin decreased to 41.9% from 42.6%. The increase in gross profit dollars was aided by favorable foreign exchange translation rates and favorable volume. Gross profit margin declined as productivity improvements were more than offset by trade promotion investments and increased commodity costs, particularly resin, dairy and meats. Operating income increased $7 million, or 3.7%, to $191 million, reflecting the improvement in gross profit, with SG&A being relatively flat.

Europe

Heinz Europe sales decreased $60 million, or 7.7%, to $713 million. Unfavorable foreign exchange translation rates decreased sales by 7.5%. Volume increased 0.2%, as increases in ketchup across Europe, particularly in Russia and France, along with frozen potatoes in the U.K. were offset by category-related declines in Italian infant nutrition and soups in the U.K. and Germany. Net pricing decreased 0.4%, driven by increased promotional activity across the product portfolio in the U.K. partially offset by increases in the Italian infant nutrition business.

Gross profit decreased $15 million, or 5.3%, to $269 million, and the gross profit margin increased to 37.7% from 36.8%. The $15 million decline in gross profit is largely due to unfavorable foreign exchange translation rates while the improvement in gross margin reflects productivity improvements partially offset by higher commodity costs. Operating income decreased $13 million, or 10.4%, to $115 million, reflecting unfavorable foreign currency translation, increased marketing investments and commodity costs and higher G&A partially offset by productivity improvements.

Asia/Pacific

Heinz Asia/Pacific sales increased $89 million, or 19.0%, to $558 million. Favorable exchange translation rates increased sales by 9.7%. Volume increased 6.9%, due to significant growth in Complan^® and Glucon D^® nutritional beverages in India, ABC^® products in Indonesia reflecting significant new product activity and holiday timing, new infant feeding products in China, and Wattie’s^® and Heinz^® products in New Zealand aided by increased promotions. These increases were partially offset by general softness in Australia, which has been impacted by competitive activity and reduced market demand associated with higher prices. Pricing increased 2.4%, reflecting increases on ABC^® syrup and sauces in Indonesia.

Gross profit increased $33 million, or 22.6%, to $181 million, and the gross profit margin increased to 32.4% from 31.4%. These increases reflect higher volume and pricing, favorable foreign exchange translation rates and productivity improvements, partially offset by increased commodity costs. Operating income increased by $18 million, or 34.6%, to $72 million, primarily reflecting the increase in gross profit, partially offset by increased SG&A, largely related to foreign exchange translation rates and increased marketing investments.

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U.S. Foodservice

Sales of the U.S. Foodservice segment decreased $8 million, or 2.3%, to $329 million. Pricing increased sales 2.8%, largely due to prior year price increases on Heinz^® ketchup and tomato products to help offset commodity cost increases. Volume decreased by 5.1%, due to declines in sauces as well as frozen desserts and soup. The volume reflects ongoing weakness in restaurant foot traffic, rationalization of less-profitable products and the timing of new product launches and promotions in the prior year.

Gross profit increased $7 million, or 8.5%, to $94 million, and the gross profit margin increased to 28.5% from 25.6%, as pricing and productivity improvements more than offset increased commodity costs and unfavorable volume. Operating income increased $8 million, or 24.1%, to $39 million, which is primarily due to gross profit improvements.

Rest of World

Sales for Rest of World decreased $17 million, or 12.6%, to $119 million. Foreign exchange translation rates decreased sales 36.9%, largely due to the devaluation of the Venezuelan bolivar fuerte (“VEF”) late in the third quarter of Fiscal 2010 (See the “Venezuela- Foreign Currency and Inflation” section below for further explanation). Higher pricing increased sales by 20.5%, largely due to price increases in Latin America taken to mitigate raw material and labor inflation. Volume increased 3.8% as increases in the Middle East resulting from new products, market expansion and increased marketing and promotions were partially offset by declines in baby food in Latin America.

Gross profit decreased $6 million, or 12.9%, to $44 million, due mainly to the impact of VEF devaluation and increased commodity costs, partially offset by increased pricing. Operating income decreased $2 million, or 12.1%, to $16 million.

Liquidity and Financial Position

Cash provided by operating activities was $272 million in the current year and $169 million in the prior year. The improvement in the first quarter of Fiscal 2011 versus Fiscal 2010 reflects higher earnings and favorable movements in inventories, payables and income taxes partially offset by higher payments in the current year on incentive compensation accruals. The Company received $12 million in the first quarter of Fiscal 2011 for the termination of foreign currency hedge contracts (see Note 15, “Derivative Financial Instruments and Hedging Activities” for additional information). In addition, reduced pension contributions were offset by declines in cash flows from receivables, largely due to the cash received in the prior year in connection with commencement of an accounts receivable securitization program (see additional explanation below). The Company’s cash conversion cycle improved 5 days, to 44 days in the first quarter of Fiscal 2011. Receivables accounted for 2 days of the improvement, which is largely a result of the impact of the accounts receivable securitization program. There was a 1 day improvement in inventories as a result of the Company’s continued efforts to reduce inventory levels. Accounts payable also contributed 3 days to the improvement.

In the first quarter of Fiscal 2010, the Company entered into a three-year $175 million accounts receivable securitization program. For the sale of receivables under the program, the Company receives initial cash funding and a deferred purchase price. The initial cash funding was $116.2 million and $131.8 million during the first quarters ended July 28, 2010 and July 29, 2009, respectively, resulting in an increase of cash for sales under this program for the first quarters ended July 28, 2010 and July 29, 2009 of $32.0 million and $131.8 million, respectively. Cash proceeds for the deferred purchase price were $51.5 million for the first quarter ended July 28, 2010. See Note 13, “Financing Arrangements” for additional information.

Cash used for investing activities totaled $53 million compared to $47 million last year. Capital expenditures totaled $56 million (2.2% of sales) compared to $49 million (2.0% of sales) in the prior year. The Company still expects capital spending of approximately 3.0% of sales for the year. Net

23

proceeds from divestitures provided cash of $1 million in the current year compared to $2 million in the prior year. Proceeds from disposals of property, plant and equipment were less than $1 million in the current year and $1 million in the prior year.

Cash used for financing activities totaled $198 million compared to providing $33 million of cash last year. Proceeds from long-term debt were $9 million in the current year and $250 million in the prior year due to the issuance of $250 million of 7.125% notes due 2039 by H. J. Heinz Finance Company (“HFC”), a subsidiary of Heinz, through a private placement in July 2009. These notes were fully, unconditionally and irrevocably guaranteed by the Company. The proceeds from the notes were used for payment of the cash component of the dealer remarketable securities exchange transaction that occurred in the second quarter of Fiscal 2010 as well as various expenses relating to this exchange, and for general corporate purposes. Payments on long-term debt were $8 million in the current year compared to $27 million in the prior year. Net payments on commercial paper and short-term debt were $91 million this year compared to $67 million in the prior year. Cash proceeds from option exercises provided $19 million of cash in the current year compared to $2 million in the prior year. Dividend payments totaled $144 million this year, compared to $133 million for the same period last year, reflecting an increase in the annualized dividend per common share to $1.80.

During the first quarter of Fiscal 2011, the Company announced that it signed an agreement to acquire Foodstar, a manufacturer of soy sauces and fermented bean curd in China. The purchase price consists of a cash payment at closing of approximately $165 million and an earn-out potentially payable in 2014 based on the performance of the business. The completion of the proposed acquisition is subject to regulatory approval in China and other customary conditions.

At July 28, 2010, the Company had total debt of $4.55 billion (including $208 million relating to the hedge accounting adjustments) and cash and cash equivalents of $495 million. Total debt balances have declined slightly since prior year end due to payments on commercial paper.

The Company and HFC maintain $1.7 billion of credit agreements, $1.2 billion of which expires in April 2012 and $500 million which expires in April 2013. These credit agreements support the Company’s commercial paper borrowings. As a result, the commercial paper borrowings are classified as long-term debt based upon the Company’s intent and ability to refinance these borrowings on a long-term basis. The credit agreements have identical covenants which include a leverage ratio covenant in addition to other customary covenants. The Company was in compliance with all of its covenants as of July 28, 2010. In addition, the Company has approximately $500 million of other credit facilities available for use primarily by the Company’s foreign subsidiaries.

The Company will continue to monitor the credit markets to determine the appropriate mix of long-term debt and short-term debt going forward. The Company believes that its strong operating cash flow, existing cash balances, together with the credit facilities and other available capital market financing, will be adequate to meet the Company’s cash requirements for operations, including capital spending, debt maturities, acquisitions, share repurchases and dividends to shareholders. While the Company is confident that its needs can be financed, there can be no assurance that increased volatility and disruption in the global capital and credit markets will not impair its ability to access these markets on commercially acceptable terms.

Venezuela- Foreign Currency and Inflation

Foreign Currency

The local currency in Venezuela is the VEF. A currency control board exists in Venezuela that is responsible for foreign exchange procedures, including approval of requests for exchanges of VEF for U.S. dollars at the official (government established) exchange rate. Our business in Venezuela has historically been successful in obtaining U.S. dollars at the official exchange rate for imports of ingredients, packaging, manufacturing equipment, and other necessary inputs, and for dividend remittances, albeit on a delay. In May 2010, the government of Venezuela effectively closed down the

24

unregulated parallel market, which existed for exchanging VEF for U.S. dollars through securities transactions. Our Venezuelan subsidiary has no recent history of entering into exchange transactions in this parallel market.

The Company uses the official exchange rate to translate the financial statements of its Venezuelan subsidiary, since we expect to obtain U.S. dollars at the official rate for future dividend remittances. The official exchange rate in Venezuela had been fixed at 2.15 VEF to 1 U.S. dollar for several years, despite significant inflation. On January 8, 2010, the Venezuelan government announced the devaluation of its currency relative to the U.S. dollar. The official exchange rate for imported goods classified as essential, such as food and medicine, changed from 2.15 to 2.60, while payments for other non-essential goods moved to an exchange rate of 4.30. The majority, if not all, of our imported products in Venezuela are expected to fall into the essential classification and qualify for the 2.60 rate. However, our Venezuelan subsidiary’s financial statements are remeasured using the 4.30 rate, as this is the rate expected to be applicable to dividend repatriations. As of July 28, 2010, the amount of VEF pending government approval to be used for dividend repatriations is $8 million at the 4.30 rate and requests for exchange have been pending government approval since September 2008.

During the third quarter of Fiscal 2010, the Company recorded a $62 million currency translation loss as a result of the currency devaluation, which had been reflected as a component of accumulated other comprehensive loss within unrealized translation adjustment. The net asset position of our Venezuelan subsidiary has also been reduced as a result of the devaluation to approximately $88 million at July 28, 2010. While our future operating results in Venezuela will be negatively impacted by the currency devaluation, we plan to take actions to help mitigate these effects. Accordingly, we do not expect the devaluation to have a material impact on our operating results going forward.

Highly Inflationary Economy

An economy is considered highly inflationary under U.S. GAAP if the cumulative inflation rate for a three-year period meets or exceeds 100 percent. Based on the blended National Consumer Price Index, the Venezuelan economy exceeded the three-year cumulative inflation rate of 100 percent during the third quarter of Fiscal 2010. As a result, the financial statements of our Venezuelan subsidiary have been consolidated and reported under highly inflationary accounting rules beginning on January 28, 2010, the first day of our Fiscal 2010 fourth quarter. Under highly inflationary accounting, the financial statements of our Venezuelan subsidiary are remeasured into the Company’s reporting currency (U.S. dollars) and exchange gains and losses from the remeasurement of monetary assets and liabilities are reflected in current earnings, rather than accumulated other comprehensive loss on the balance sheet, until such time as the economy is no longer considered highly inflationary.

The impact of applying highly inflationary accounting for Venezuela on our consolidated financial statements is dependent upon movements in the applicable exchange rates (at this time, the official rate) between the local currency and the U.S. dollar and the amount of monetary assets and liabilities included in our subsidiary’s balance sheet. At July 28, 2010, the U.S. dollar value of monetary assets, net of monetary liabilities, which would be subject to an earnings impact from exchange rate movements for our Venezuelan subsidiary under highly inflationary accounting was $49 million.

Contractual Obligations

The Company is obligated to make future payments under various contracts such as debt agreements, lease agreements and unconditional purchase obligations. In addition, the Company has purchase obligations for materials, supplies, services, and property, plant and equipment as part of the ordinary conduct of business. A few of these obligations are long-term and are based on minimum purchase requirements. Certain purchase obligations contain variable pricing components, and, as a result, actual cash payments are expected to fluctuate based on changes in these variable components. Due to the proprietary nature of some of the Company’s materials and processes, certain supply

25

contracts contain penalty provisions for early terminations. The Company does not believe that a material amount of penalties is reasonably likely to be incurred under these contracts based upon historical experience and current expectations. There have been no material changes to contractual obligations during the three months ended July 28, 2010. For additional information, refer to page 26 of the Company’s Annual Report on Form 10-K for the fiscal year ended April 28, 2010.

As of the end of the first quarter, the total amount of gross unrecognized tax benefits for uncertain tax positions, including an accrual of related interest and penalties along with positions only impacting the timing of tax benefits, was approximately $66 million. The timing of payments will depend on the progress of examinations with tax authorities. The Company does not expect a significant tax payment related to these obligations within the next year. The Company is unable to make a reasonably reliable estimate as to when cash settlements with taxing authorities may occur.

Recently Issued Accounting Standards

In June 2009, the Financial Accounting Standards Board (“FASB”) issued an amendment to the accounting and disclosure requirements for transfers of financial assets. This amendment removes the concept of a qualifying special-purpose entity and requires that a transferor recognize and initially measure at fair value all assets obtained and liabilities incurred as a result of a transfer of financial assets accounted for as a sale. This amendment also requires additional disclosures about any transfers of financial assets and a transferor’s continuing involvement with transferred financial assets. The Company adopted this amendment on April 29, 2010, the first day of Fiscal 2011. This adoption did not have a material impact on the Company’s financial statements. Refer to Note 13, “Financing Arrangements” for additional information.

In June 2009, the FASB issued an amendment to the accounting and disclosure requirements for variable interest entities. This amendment changes how a reporting entity determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a reporting entity is required to consolidate another entity is based on, among other things, the purpose and design of the other entity and the reporting entity’s ability to direct the activities of the other entity that most significantly impact its economic performance. The amendment also requires additional disclosures about a reporting entity’s involvement with variable interest entities and any significant changes in risk exposure due to that involvement. A reporting entity will be required to disclose how its involvement with a variable interest entity affects the reporting entity’s financial statements. The Company adopted this amendment on April 29, 2010, the first day of Fiscal 2011. This adoption did not have a material impact on the Company’s financial statements.

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CAUTIONARY STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION

Statements about future growth, profitability, costs, expectations, plans, or objectives included in this report, including in management’s discussion and analysis, and the financial statements and footnotes, are forward-looking statements based on management’s estimates, assumptions, and projections. These forward-looking statements are subject to risks, uncertainties, assumptions and other important factors, many of which may be beyond the Company’s control and could cause actual results to differ materially from those expressed or implied in this report and the financial statements and footnotes. Uncertainties contained in such statements include, but are not limited to:

•   sales, earnings, and volume growth,

•   general economic, political, and industry conditions, including those that could impact consumer spending,

•   competitive conditions, which affect, among other things, customer preferences and the pricing of products, production, and energy costs,

•   competition from lower-priced private label brands,

•   increases in the cost and restrictions on the availability of raw materials including agricultural commodities and packaging materials, the ability to increase product prices in response, and the impact on profitability,

•   the ability to identify and anticipate and respond through innovation to consumer trends,

•   the need for product recalls,

•   the ability to maintain favorable supplier and customer relationships, and the financial viability of those suppliers and customers,

•   currency valuations and devaluations and interest rate fluctuations,

•   changes in credit ratings, leverage, and economic conditions, and the impact of these factors on our cost of borrowing and access to capital markets,

•   our ability to effectuate our strategy, which includes our continued evaluation of potential acquisition opportunities, including strategic acquisitions, joint ventures, divestitures and other initiatives, including our ability to identify, finance and complete these initiatives, and our ability to realize anticipated benefits from them,

•   the ability to successfully complete cost reduction programs and increase productivity,

•   the ability to effectively integrate acquired businesses,

•   new products, packaging innovations, and product mix,

•   the effectiveness of advertising, marketing, and promotional programs,

•   supply chain efficiency,

•   cash flow initiatives,

•   risks inherent in litigation, including tax litigation,

•   the ability to further penetrate and grow and the risk of doing business in international markets, including our emerging markets, economic or political instability in those markets and the performance of business in hyperinflationary environments, such as Venezuela, and the uncertain global macroeconomic environment and sovereign debt issues, particularly in Europe,

•   changes in estimates in critical accounting judgments and changes in laws and regulations, including tax laws,

27

•   the success of tax planning strategies,

•   the possibility of increased pension expense and contributions and other people-related costs,

•   the potential adverse impact of natural disasters, such as flooding and crop failures,

•   the ability to implement new information systems and potential disruptions due to failures in information technology systems,

•   with regard to dividends, dividends must be declared by the Board of Directors and will be subject to certain legal requirements being met at the time of declaration, as well as our Board’s view of our anticipated cash needs, and

•   other factors described in “Risk Factors” and “Cautionary Statement Relevant to Forward-Looking Information” in the Company’s Form 10-K for the fiscal year ended April 28, 2010.

The forward-looking statements are and will be based on management’s then current views and assumptions regarding future events and speak only as of their dates. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by the securities laws.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in the Company’s market risk during the first quarter ended July 28, 2010. For additional information, refer to pages 27-29 of the Company’s Annual Report on Form 10-K for the fiscal year ended April 28, 2010.

Item 4.   Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures, as of the end of the period covered by this report, were effective and provided reasonable assurance that the information required to be disclosed by the Company in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in Internal Control over Financial Reporting

No change in the Company’s internal control over financial reporting occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

28

PART II—OTHER INFORMATION

Item 1.   Legal Proceedings

Nothing to report under this item.

Item 1A.   Risk Factors

There have been no material changes in our risk factors from those disclosed in Part I, Item 1A to our Annual Report on Form 10-K for the fiscal year ended April 28, 2010. The risk factors disclosed in Part I, Item 1A to our Annual Report on Form 10-K for the fiscal year ended April 28, 2010, in addition to the other information set forth in this report, could materially affect our business, financial condition, or results of operations. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect our business, financial condition, or results of operations.

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

The Board of Directors authorized a share repurchase program on May 31, 2006 for a maximum of 25 million shares. The Company did not repurchase any shares of its common stock during the first quarter of Fiscal 2011. As of July 28, 2010, the maximum number of shares that may yet be purchased under the 2006 program is 6,716,192.

Item 3.   Defaults upon Senior Securities

Nothing to report under this item.

Item 4.   (Removed and Reserved).

Item 5.   Other Information

Nothing to report under this item.

Item 6.   Exhibits

Exhibits required to be furnished by Item 601 of Regulation S-K are listed below. The Company may have omitted certain exhibits in accordance with Item 601(b)(4)(iii)(A) of Regulation S-K and any exhibits filed pursuant to Item 601(b)(2) of Regulation S-K may omit certain schedules. The Company agrees to furnish such documents to the Commission upon request. Documents not designated as being incorporated herein by reference are set forth herewith. The paragraph numbers correspond to the exhibit numbers designated in Item 601 of Regulation S-K.

   10(a). Management contracts and compensatory plans:

   (i). Form of Fiscal Year 2011 Restricted Stock Unit Award and Agreement (U.S. Employees).

   (ii). Form of Fiscal Year 2011 Restricted Stock Unit Award and Agreement (Non-U.S. Employees).

   (iii). Form of Fiscal Year 2011 Stock Option Award Agreement for U.S. Employees.

   (iv). Form of Fiscal Year 2011 Stock Option Award and Agreement for U.K. Expatriates on
                                    International Assignment.

   12. Computation of Ratios of Earnings to Fixed Charges.

   31(a). Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive Officer.

   31(b). Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer.

29

   32(a). 18 U.S.C. Section 1350 Certification by the Chief Executive Officer.

   32(b). 18 U.S.C. Section 1350 Certification by the Chief Financial Officer.

   101.INS XBRL Instance Document*

   101.SCH XBRL Schema Document*

   101.CAL XBRL Calculation Linkbase Document*

   101.LAB XBRL Labels Linkbase Document*

   101.PRE XBRL Presentation Linkbase Document*

   101.DEF XBRL Definition Linkbase Document*

* In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall be deemed to be “furnished” and not “filed.”

30

Pursuant to the requirements 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.

H. J. HEINZ COMPANY

  (Registrant)

Date: September 1, 2010

By:  /s/  Arthur B. Winkleblack

Arthur B. Winkleblack

Executive Vice President and

Chief Financial Officer

(Principal Financial Officer)

Date: September 1, 2010

By:  /s/  Edward J. McMenamin

Edward J. McMenamin

Senior Vice President—Finance

(Principal Accounting Officer)

31

EXHIBIT INDEX

DESCRIPTION OF EXHIBIT

Exhibits required to be furnished by Item 601 of Regulation S-K are listed below. The Company may have omitted certain exhibits in accordance with Item 601(b)(4)(iii)(A) of Regulation S-K and any exhibits filed pursuant to Item 601(b)(2) of Regulation S-K may omit certain schedules. The Company agrees to furnish such documents to the Commission upon request. Documents not designated as being incorporated herein by reference are furnished herewith. The paragraph numbers correspond to the exhibit numbers designated in Item 601 of Regulation S-K.

   10(a). Management contracts and compensatory plans:

   (i). Form of Fiscal Year 2011 Restricted Stock Unit Award and Agreement (U.S. Employees).

   (ii). Form of Fiscal Year 2011 Restricted Stock Unit Award and Agreement (Non-U.S. Employees).

   (iii). Form of Fiscal Year 2011 Stock Option Award Agreement for U.S. Employees.

   (iv). Form of Fiscal Year 2011 Stock Option Award and Agreement for U.K. Expatriates on
                                    International Assignment.

   12. Computation of Ratios of Earnings to Fixed Charges.

   31(a). Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive Officer.

   31(b). Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer.

   32(a). 18 U.S.C. Section 1350 Certification by the Chief Executive Officer.

   32(b). 18 U.S.C. Section 1350 Certification by the Chief Financial Officer.

   101.INS XBRL Instance Document*

   101.SCH XBRL Schema Document*

   101.CAL XBRL Calculation Linkbase Document*

   101.LAB XBRL Labels Linkbase Document*

   101.PRE XBRL Presentation Linkbase Document*

   101.DEF XBRL Definition Linkbase Document*

* In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall be deemed to be “furnished” and not “filed.”

EX-10.AI

Exhibit 10(ai)

FY11 U.S. Employees

Restricted Stock Unit Award and Agreement

[DATE]

Dear                     :

H. J. Heinz Company is pleased to confirm that, effective as of                     , you have been granted an award of Restricted Stock Units (“RSUs”) in accordance with the terms and conditions of the Third Amended and Restated H. J. Heinz Company Fiscal Year 2003 Stock Incentive Plan (the “Plan”). This Award is also made under and governed by the terms and conditions of this letter agreement (“Agreement”), which shall control in the event of a conflict with the terms and conditions of the Plan. For purposes of this Agreement, the “Company” shall refer to H. J. Heinz Company and its Subsidiaries. Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the same meanings as the capitalized terms in the Plan, which are hereby incorporated by reference into this Agreement.

1.	RSU Award. You have been awarded a total of                      RSUs.
2.	RSU Account. RSUs entitle you to receive a corresponding number of shares of H. J. Heinz Company Common Stock (“Common Stock”) in the future, subject to the conditions and restrictions set forth in this Agreement, including, without limitation, the vesting conditions set forth in Paragraph 3 below. Your RSUs will be credited to a separate account established and maintained by the Company on your behalf or by a third party engaged by the Company for the purpose of implementing, administering and managing the Plan. Until the Distribution Date (as defined herein), the value of your unvested RSUs is subject to change based on increases or decreases in the market price of the Common Stock. Because the RSUs are not actual shares of Common Stock, you cannot exercise voting rights on them until the Distribution Date.
3.	Vesting. Provided the Management Development & Compensation Committee of the Board of Directors of the Company (the “MDCC”) determines the Company achieves a [INSERT PERFORMANCE GOAL] (hereinafter “Performance Goal”), you will become vested in the RSUs credited to your account according to the following schedule:                     .
4.	Termination of Employment. The termination of your employment with the Company will have the following effect on your RSUs:

(a) Retirement. If the termination of your employment with the Company is the result of Retirement, provided that the MDCC determines (either before or after such termination) that the Performance Goal specified in Paragraph 3 is achieved, any RSUs granted hereunder that remain unvested as of your Date of Termination shall continue to vest in accordance with the vesting schedule set forth in Paragraph 3 above, subject to the requirements of Paragraph 5 below.

(b)	Disability. If the termination of your employment with the Company is the result of Disability, provided that the MDCC determines (either before or after such termination) that the Performance Goal specified in Paragraph 3 is achieved, any RSUs granted hereunder that remain unvested as of your Date of Termination shall continue to vest in accordance with the vesting schedule set forth in Paragraph 3 above, subject to the requirements of Paragraph 5 of this Agreement, but in no event later than the last business day of the month of the one year anniversary of your Date of Termination.
(c)	Involuntary Termination without Cause. If the termination of your employment with the Company is the result of involuntary termination without Cause, you shall forfeit on your Date of Termination any RSUs that remain unvested as of that date; provided however, that if you execute a release of claims against the Company in the form provided by the Company, provided that the MDCC determines (either before or after such termination) that the Performance Goal specified in Paragraph 3 is achieved, any RSUs granted hereunder that remain unvested as of your Date of Termination shall continue to vest in accordance with the vesting schedule set forth in Paragraph 3 above, subject to the requirements of Paragraph 5 of this Agreement, but in no event later than the last business day of the month of the one year anniversary of your Date of Termination.
(d)	Death. In the event that you should die while you are continuing to perform services for the Company or following Retirement, provided that the MDCC determines (either before or after such termination) that the Performance Goal specified in Paragraph 3 is achieved, any RSUs that remain unvested as of the date of your death shall continue to vest in accordance with the vesting schedule set forth in Paragraph 3 above, but in no event later than the last business day of the month of the one year anniversary of your Date of Termination.
(e)	Change in Control. If a Change in Control occurs prior to the completion of the performance period (the fiscal year of the grant), a pro rata portion of the award shall become payable as of the date of the Change in Control to the extent earned on the basis of achievement of the pro rata portion of the Performance Goal relating to the portion of the performance period completed as of the date of the Change in Control. If a Change in Control occurs after the completion of the performance period and the Performance Goal is achieved, the entire award shall become payable as of the date of the Change in Control.
(f)	Other Termination. If your employment with the Company terminates for any reason other than as set forth in subparagraphs (a), (b), (c), (d) or (e) above, including without limitation any voluntary termination of employment or an involuntary termination for Cause, no further vesting will occur and you will immediately forfeit all of your rights in any RSUs that remain unvested as of your Date of Termination.

5.	Non-Solicitation/Confidential Information. In partial consideration for the RSUs granted to you hereunder, you agree that you shall not, during the term of your employment by the Company and for 12 months after termination of your employment, regardless of the reason for the termination, either directly or indirectly, solicit, take away or attempt to solicit or take away any other employee of the Company, either for your own purpose or for any other person or entity. You further agree that you shall not, during the term of your employment by the Company or at any time thereafter, use or disclose the Confidential Information (as defined below) except as directed by, and in furtherance of the business purposes of, the Company. You acknowledge that the breach or threatened breach of this Paragraph 5 will result in irreparable injury to the Company for which there is no adequate remedy at law because, among other things, it is not readily susceptible of proof as to the monetary damages that would result to the Company. You consent to the issuance of any restraining order or preliminary restraining order or injunction with respect to any conduct by you that is directly or indirectly a breach or threatened breach of this Paragraph 5. Any breach by you of the provisions of this Paragraph 5 will, at the option of the Company and in addition to all other rights and remedies available to the Company at law, in equity or under this Agreement, result in the immediate forfeiture of all of your rights in any RSUs that remain unvested as of the date of such breach.
	“Confidential Information” as used herein shall mean technical or business information not readily available to the public or generally known in the trade, including but not limited to inventions; ideas; improvements; discoveries; developments; formulations; ingredients; recipes; specifications; designs; standards; financial data; sales, marketing and distribution plans, techniques and strategies; customer and supplier information; equipment; mechanisms; manufacturing plans; processing and packaging techniques; trade secrets and other confidential information, knowledge, data and know-how of the Company, whether or not they originated with you, or represent information which the Company received from third parties under an obligation of confidentiality.
6.	Dividend Equivalents. An amount equal to the dividends payable on the shares of Common Stock represented by your unvested RSUs will be accrued as of each quarterly period dividend payment record date and will be credited to the employee and distributed upon vesting of such RSUs, subject to forfeiture of unvested RSUs and undistributed cash dividend equivalents accrued on such unvested RSUs due to failure to achieve the Performance Goal or as described in Paragraph 4 (c), (e) and (f). These payments will be calculated based upon the number of such vesting RSUs that were credited to your account as of each quarterly period dividend record date prior to vesting. These payments will be reported as income to the applicable taxing authorities, and federal, state, local and/or foreign income and/or any employment taxes will be withheld from such payments as and to the extent required by applicable law.
7.	Distribution. All RSU distributions will be made in the form of actual shares of Common Stock and will be distributed to you as soon as administratively practical after one of the following dates (each, a “Distribution Date”):

(a)	Default Distribution Date. Shares of Common Stock representing your RSUs will be distributed to you on the date the RSUs vest, or, if such date is not a business day, on the next business day, unless you have already made an election to defer receipt to a later date, as provided in subparagraph (b) below.
(b)	Deferred Distribution Date. To the extent permitted by the MDCC, you may have elected to defer distribution of your RSUs to a date subsequent to the Default Distribution Date by providing a written election form to the Company in accordance with the provisions of Internal Revenue Code (“IRC”) section 409A.
(c)	Separation of Service of Specified Employee. If your distribution is on account of your “separation from service” as defined in IRC section 409A and the regulations thereunder, and if you are a “specified employee,” as defined in IRC section 409A(a)(2)(B)(i) on your Distribution Date, and your distribution constitutes the “deferral of compensation” as defined in IRC section 409A and the regulations thereunder, your distribution will be automatically deferred until the date that is six (6) months after your “separation from service,” regardless of your Default Distribution Date or your Deferred Distribution Date election.

Subject to Paragraph 7(c), certificates representing the distributed shares of Common Stock will be delivered to the firm maintaining your account as soon as practicable after a Distribution Date occurs. Notwithstanding the foregoing, and subject to Paragraph 7(c), all vested RSUs will be distributed to you at the close of business on the day following the last day of your employment with the Company, or as soon as administratively practicable thereafter, if you terminate employment with the Company for any reason and deferred RSUs that vest after the date of your termination will be distributed to you as soon as administratively practicable after they vest, in a lump sum if you have elected a lump sum distribution, or in installments commencing on termination of employment if you have elected an installment distribution. Notwithstanding the foregoing, RSU distributions will be made at a date other than as described above to the extent necessary to comply with the requirements of IRC section 409A.

8.

Impact on Benefits. Because your RSU Award is or is related to an annual RSU award, the face value of the award on the date of the RSU grant (the number of RSUs multiplied by the closing price, as listed on the New York Stock Exchange, of the shares of Common Stock represented by the RSUs on the date of the grant) will be included as compensation for the year of the grant pursuant to the H.J. Heinz Company Supplemental Executive Retirement Plan (as amended and restated effective September 1, 2007), the H.J. Heinz Company Employees Retirement and Savings Excess Plan (as amended and restated effective January 1, 2005), and/or any other plan of the Company, regardless of whether or not the RSUs subsequently vest.

9.

Tax Withholding. On the Distribution Date, the Company will withhold a number of shares of Common Stock that is equal, based on the Fair Market Value of the Common Stock on the Distribution Date, to the amount of the federal, state, local, and/or foreign income and/or employment taxes required to be collected or withheld with respect to the

	distribution, or make arrangements satisfactory to the Company for the collection thereof; provided however, that after such time that the MDCC determines that the Performance Goal set forth in Paragraph 3 has been achieved, and after you have achieved retirement eligibility under the provisions of any formal retirement plan of the Company or Subsidiary, you will be required to remit to the Company a cash amount to satisfy Federal Insurance Contributions Act taxes on all unvested RSUs.
10.	Non-Transferability. Your RSUs may not be sold, transferred, pledged, assigned or otherwise encumbered except by will or the laws of descent and distribution. You may also designate a beneficiary(ies) in the event that you die before a Distribution Date occurs, who shall succeed to all your rights and obligations under this Agreement and the Plan. If you do not designate a beneficiary, your RSUs will pass to the person or persons entitled to receive them under your will. If you shall have failed to make a testamentary disposition of your RSUs in your will or shall have died intestate, your RSUs will pass to the legal representative or representatives of your estate.
11.	Employment At-Will. You acknowledge and agree that nothing in this Agreement or the Plan shall confer upon you any right with respect to future awards or continuation of your employment, nor shall it constitute an employment agreement or interfere in any way with your right or the right of Company to terminate your employment at any time, with or without cause, and with or without notice.
12.	Collection and Use of Personal Data. You consent to the collection, use, and processing of personal data (including name, home address and telephone number, identification number and number of RSUs held on your behalf) by the Company or a third party engaged by the Company for the purpose of implementing, administering and managing the Plan and any other stock option or stock incentive plans of the Company (the “Plans”). You further consent to the release of personal data (a) to such a third party administrator, which, at the option of the Company, may be designated as the exclusive broker in connection with the Plans, or (b) to any Subsidiary of the Company, wherever located. You hereby waive any data privacy rights with respect to such data to the extent that receipt, possession, use, retention, or transfer of the data is authorized hereunder.
13.	Future Awards. The Plan is discretionary in nature and the Company may modify, cancel or terminate it at any time without prior notice in accordance with the terms of the Plan. While RSUs or other awards may be granted under the Plan on one or more occasions or even on a regular schedule, each grant is a one time event, is not an entitlement to an award of RSUs in the future, and does not create any contractual or other right to receive an award of RSUs, compensation or benefits in lieu of RSUs or any other compensation or benefits in the future.
14.	Compliance with Stock Ownership Guidelines. All RSUs granted to you under this Agreement shall be counted as shares of Common Stock that are owned by you for purposes of satisfying the minimum share requirements under the Company’s Stock Ownership Guidelines (“SOG”), except if the Performance Goal set forth in Paragraph 3 is not achieved, after which time they will no longer be counted. Notwithstanding the

	foregoing, you acknowledge and agree that, with the exception of the number of shares of Common Stock withheld to satisfy income tax withholding requirements pursuant to Paragraph 9 above, 75% of the shares of Common Stock represented by the RSUs granted to you hereunder cannot be sold or otherwise transferred, even after the Distribution Date, unless and until you have met the Company’s SOG’s minimum share ownership requirements. The MDCC may not approve additional RSU awards to you unless you are in compliance with the terms of this Paragraph 14 and the applicable SOG requirements.
15.	Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its choice of law provisions.
16.	Internal Revenue Code Section 409A. Unless a deferral election satisfying the requirements of IRC section 409A is offered with respect to this award and the distribution of this award is deferred by reason of a deferral election by you, or unless you have achieved retirement eligibility under the provisions of any formal retirement plan of the Company or Subsidiary on or after such time that the MDCC determines that the Performance Goal set forth in Paragraph 3 has been achieved, it is intended that this award shall not constitute the “deferral of compensation” within the meaning of IRC section 409A and, as a result, shall not be subject to the requirements of IRC section 409A. The Plan, and this award Agreement, are to be interpreted in a manner consistent with this intention. Absent a deferral election, or unless you have achieved retirement eligibility under the provisions of any formal retirement plan of the Company or Subsidiary, and notwithstanding any other provision in the Plan, a new award may not be issued if such award would be subject to IRC section 409A at the time of grant, and an existing award may not be modified in a manner that would cause such award to become subject to IRC section 409A at the time of such modification.

This RSU Award is subject to your on-line acceptance of the terms and conditions of this Agreement through the Fidelity website.

H. J. HEINZ COMPANY
By:
	William R. Johnson
	Chairman of the Board, President and Chief Executive Officer

Accepted:                                           

Date:                                                    

EX-10.AII

Exhibit 10(aii)

Restricted Stock Unit Award and Agreement

[DATE]

Dear                     :

H. J. Heinz Company is pleased to confirm that, effective as of                     , you have been granted an award of Restricted Stock Units (“RSUs”) in accordance with the terms and conditions of the Third Amended and Restated H.J. Heinz Company Fiscal Year 2003 Stock Incentive Plan (the “Plan”). This Award is also made under and governed by the terms and conditions of this letter agreement (“Agreement”), which shall control in the event of a conflict with the terms and conditions of the Plan. For purposes of this Agreement, the “Company” shall refer to H. J. Heinz Company and its Subsidiaries. Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the same meanings as the capitalized terms in the Plan, which are hereby incorporated by reference into this Agreement.

1.	RSU Award. You have been awarded a total of                      RSUs.
2.	RSU Account. RSUs entitle you to receive a corresponding number of shares of H. J. Heinz Company Common Stock (“Common Stock”) in the future, subject to the conditions and restrictions set forth in this Agreement, including, without limitation, the vesting conditions set forth in Paragraph 3 below. Your RSUs will be credited to a separate account established and maintained by the Company on your behalf or by a third party engaged by the Company for the purpose of implementing, administering and managing the Plan. Until the Distribution Date (as defined herein), the value of your unvested RSUs is subject to change based on increases or decreases in the market price of the Common Stock. Because the RSUs are not actual shares of Common Stock, you cannot exercise voting rights on them until the Distribution Date.
3.	Vesting. Provided the Management Development & Compensation Committee of the Board of Directors of the Company (the “MDCC”) determines the Company achieves a [INSERT PERFORMANCE GOAL] (hereinafter “Performance Goal”), you will become vested in the RSUs credited to your account according to the following schedule: ________.
4.	Termination of Employment. The termination of your employment with the Company will have the following effect on your RSUs:

(a) Retirement. If the termination of your employment with the Company is the result of Retirement, provided that the MDCC determines (either before or after such termination) that the Performance Goal specified in Paragraph 3 is achieved, any RSUs granted hereunder that remain unvested as of your Date of Termination shall continue to vest in accordance with the vesting schedule set forth in Paragraph 3 above, subject to the requirements of Paragraph 5 below.

(b)	Disability. If the termination of your employment with the Company is the result of Disability provided that the MDCC determines (either before or after such termination) that the Performance Goal specified in Paragraph 3 is achieved, any RSUs granted hereunder that remain unvested as of your Date of Termination shall continue to vest in accordance with the vesting schedule set forth in Paragraph 3 above, subject to the requirements of Paragraph 5 of this Agreement, but in no event later than the last business day of the month of the one year anniversary of your date of Termination.
(c)	Involuntary Termination without Cause. If the termination of your employment with the Company is the result of involuntary termination without Cause, you shall forfeit on your Date of Termination any RSUs that remain invested as of that date; provided however, that if you execute a release of claims against the company in the form provided by the Company, provided that the MDCC determines (either before or after such termination) that the Performance Goal specified in Paragraph 3 is achieved, any RSUs granted hereunder that remain unvested as of your Date of Termination shall continue to vest in accordance with the vesting schedule set forth in Paragraph 3 above, subject to the requirements of Paragraph 5 of this Agreement, but in no event later than the last business day of the month of the one year anniversary of your Date of Termination.
(d)	Death. In the event that you should die while you are continuing to perform services for the Company or following Retirement, provided that the MDCC determines (either before or after such termination) that the Performance Goal specified in Paragraph 3 is achieved, any RSUs that remain unvested as of the date of your death shall continue to vest in accordance with the vesting schedule set forth in Paragraph 3 above, but in no event later than the last business day of the month of the one year anniversary of your Date of Termination.
(e)	Change in Control. If a Change in Control occurs prior to the completion of the performance period (the fiscal year of the grant), a pro rata portion of the award shall become payable as of the date of the Change in Control to the extent earned on the basis of achievement of the pro rata portion of the Performance Goal relating to the portion of the performance period completed as of the date of the Change in Control. If a Change in Control occurs after the completion of the performance period and the Performance Goal is achieved, the entire award shall become payable as of the date of the Change in Control.
(f)	Other Termination. If your employment with the Company terminates for any reason other than as set forth in subparagraphs (a), (b), (c), (d), or (e) above, including without limitation any voluntary termination of employment or an involuntary termination for Cause, no further vesting will occur and you will immediately forfeit all of your rights in any RSUs that remain unvested as of your Date of Termination.

5.	Non-Solicitation/Confidential Information. In partial consideration for the RSUs granted to you hereunder, you agree that you shall not, during the term of your employment by the Company and for 12 months after termination of your employment, regardless of the reason for the termination, either directly or indirectly, solicit, take away or attempt to solicit or take away any other employee of the Company, either for your own purpose or for any other person or entity. You further agree that you shall not, during the term of your employment by the Company or at any time thereafter, use or disclose the Confidential Information (as defined below) except as directed by, and in furtherance of the business purposes of, the Company. You acknowledge that the breach or threatened breach of this Paragraph 5 will result in irreparable injury to the Company for which there is no adequate remedy at law because, among other things, it is not readily susceptible of proof as to the monetary damages that would result to the Company. You consent to the issuance of any restraining order or preliminary restraining order or injunction with respect to any conduct by you that is directly or indirectly a breach or threatened breach of this Paragraph 5. Any breach by you of the provisions of this Paragraph 5 will, at the option of the Company and in addition to all other rights and remedies available to the Company at law, in equity or under this Agreement, result in the immediate forfeiture of all of your rights in any RSUs that remain unvested as of the date of such breach.
	“Confidential Information” as used herein shall mean technical or business information not readily available to the public or generally known in the trade, including but not limited to inventions; ideas; improvements; discoveries; developments; formulations; ingredients; recipes; specifications; designs; standards; financial data; sales, marketing and distribution plans, techniques and strategies; customer and supplier information; equipment; mechanisms; manufacturing plans; processing and packaging techniques; trade secrets and other confidential information, knowledge, data and know-how of the Company, whether or not they originated with you, or represent information which the Company received from third parties under an obligation of confidentiality.
6.	Dividend Equivalents. An amount equal to the dividends payable on the shares of Common Stock represented by your unvested RSUs will be accrued as of each quarterly period dividend payment record date and will be credited to the employee and distributed upon vesting of such RSUs, subject to forfeiture of unvested RSUs and undistributed cash dividend equivalents accrued on such unvested RSUs as described in Paragraph 4 (c), (e) and (f). These payments will be calculated based upon the number of such vesting RSUs that were credited to your account as of each quarterly period dividend record date prior to vesting. These payments will be reported as income to the applicable taxing authorities, and federal, state, local and/or foreign income and/or any employment taxes will be withheld from such payments as and to the extent required by applicable law.
7.	Distribution. All RSU distributions will be made in the form of actual shares of Common Stock and will be distributed to you as soon as administratively practical after one of the following dates (each, a “Distribution Date”):

(a)	Default Distribution Date. Shares of Common Stock representing your RSUs will be distributed to you on the date the RSUs vest, or, if such date is not a business day, on the next business day, unless the Distribution Date is automatically deferred as provided in subparagraph (b) below.
(b)	Separation of Service of Specified Employee. If your distribution is on account of your “separation from service” as defined in Internal Revenue Code (“IRC”) section 409A and the regulations thereunder, and if you are a “specified employee,” as defined in IRC section 409A(a)(2)(B)(i) on your Distribution Date, and your distribution constitutes the “deferral of compensation” as defined in IRC section 409A and the regulations thereunder, your distribution will be automatically deferred until the date that is six (6) months after your “separation from service,” regardless of your Default Distribution Date.
Subject to Paragraph 7(b), certificates representing the distributed shares of Common Stock will be delivered to the firm maintaining your account as soon as practicable after a Distribution Date occurs. Notwithstanding the foregoing, and subject to Paragraph 7(b), all vested RSUs will be distributed to you at the close of business on the day following the last day of your employment with the Company, or as soon as administratively practicable thereafter, if you terminate employment with the Company for any reason.

8. Taxes.

(a)

Tax Withholding. On the Distribution Date, the Company will withhold a number of shares of Common Stock that is equal, based on the Fair Market Value of the Common Stock on the Distribution Date, to the amount of the federal, state, local, and/or foreign income and/or employment taxes required to be collected or withheld with respect to the distribution, or make arrangements satisfactory to the Company for their collection.

(b)

Fringe Benefits Tax. By accepting the grant of RSUs, you consent and agree to assume any liability for fringe benefit tax that may be payable by the Company and/or your employer in connection with the RSUs. Further, by accepting the grant of the RSUs, you agree that the Company and/or your employer may collect the fringe benefit tax from you by any of the means set forth in Section 8(a) or any other reasonable method established by the Company. You further agree to execute any other consents or elections required to accomplish the above, promptly upon request of the Company.

9. Non-Transferability. Your RSUs may not be sold, transferred, pledged, assigned or otherwise encumbered except by will or the laws of descent and distribution. You may also designate a beneficiary(ies) in the event that you die before a Distribution Date occurs, who shall succeed to all your rights and obligations under this Agreement and the Plan. If you do not designate a beneficiary, your RSUs will pass to the person or persons entitled to receive them under your will. If you shall have failed to make a testamentary

disposition of your RSUs in your will or shall have died intestate, your RSUs will pass to the legal representative or representatives of your estate.

10.	Employment Rights. You acknowledge and agree that nothing in this Agreement or the Plan shall confer upon you any right with respect to future awards or continuation of your employment, nor shall it constitute an employment agreement or interfere in any way with your right or the right of Company to terminate your employment at any time, with or without cause, and with or without notice, subject to the terms of any written employment contract that you may have with the Company that is signed by both you and an authorized representative of the Company.
11.	Collection and Use of Personal Data. You consent to the collection, use, and processing of personal data (including name, home address and telephone number, identification number and number of RSUs held on your behalf) by the Company or a third party engaged by the Company for the purpose of implementing, administering and managing the Plan and any other stock option or stock incentive plans of the Company (the “Plans”). You further consent to the release of personal data (a) to such a third party administrator, which, at the option of the Company, may be designated as the exclusive broker in connection with the Plans, or (b) to any Subsidiary of the Company, wherever located. You hereby waive any data privacy rights with respect to such data to the extent that receipt, possession, use, retention, or transfer of the data is authorized hereunder.
12.	Future Awards. The Plan is discretionary in nature and the Company may modify, cancel or terminate it at any time without prior notice in accordance with the terms of the Plan. While RSUs or other awards may be granted under the Plan on one or more occasions or even on a regular schedule, each grant is a one time event, is not an entitlement to an award of RSUs in the future, and does not create any contractual or other right to receive an award of RSUs, compensation or benefits in lieu of RSUs or any other compensation or benefits in the future.
13.	Compliance with Stock Ownership Guidelines. All RSUs granted to you under this Agreement shall be counted as shares of Common Stock that are owned by you for purposes of satisfying the minimum share requirements under the Company’s Stock Ownership Guidelines (“SOG”), except if the Performance Goal set forth in Paragraph 3 is not achieved, after which time they will no longer be counted. Notwithstanding the foregoing, you acknowledge and agree that, with the exception of the number of shares of Common Stock withheld to satisfy income tax withholding requirements pursuant to Paragraph 8 above, 75% of the shares of Common Stock represented by the RSUs granted to you hereunder cannot be sold or otherwise transferred, even after the Distribution Date, unless and until you have met the Company’s SOG’s minimum share ownership requirements. The MDCC may not approve additional RSU awards to you unless you are in compliance with the terms of this Paragraph 13 and the applicable SOG requirements.

14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its choice of law provisions.

This RSU Award is subject to your on-line acceptance of the terms and conditions of this Agreement through the Fidelity website.

H. J. HEINZ COMPANY
By:
	William R. Johnson
	Chairman of the Board, President and Chief Executive Officer

Accepted:                                          

Date:                                                  

EX-10.AIII

Exhibit 10(aiii)

FY11 U.S. AWARDS

Stock Option Award and Agreement

[DATE]

Dear                     :

H. J. Heinz Company is pleased to advise you that, effective                     , you have been granted options (“Options”) to purchase                     shares of H. J. Heinz Company Common Stock, at an exercise price of $                      per share, in accordance with the terms and conditions of the stock option plan under which the Options were granted (the “Plan”), a copy of which is posted along with a copy of the Prospectus. The Options are also granted under and governed by the terms and conditions of this letter agreement (“Agreement”), which shall control in the event of a conflict with the terms and conditions of the Plan. For purposes of this Agreement, the “Company” shall refer to H. J. Heinz Company and its Affiliated Companies (as defined in Section 4 below) in the United States and throughout the world. Unless otherwise specifically defined herein, all other capitalized terms used in this Agreement shall have the same defined meanings as the capitalized terms in the Third Amended and Restated H.J. Heinz Company Fiscal Year 2003 Stock Incentive Plan (the “2003 Stock Incentive Plan”), which are hereby incorporated by reference into this Agreement and a copy of which is posted along with this Agreement.

1.

The Options are Non-Statutory Options, as defined in the Plan. The Options will vest                      beginning on                     , and will expire on                     , subject to earlier expiration in accordance with the terms of this Agreement or the Plan.

2.

Subject to paragraphs 3 and 4 of this Agreement, the exercise period for the Options, including the effect of the termination of your employment with the Company or a “Change in Control”, shall be governed by and determined in accordance with Section 8(B) of the 2003 Stock Incentive Plan, which is incorporated herein by reference and which shall control over and supersede any additional, different or inconsistent terms or provisions contained in the Plan; provided, however, that in the event of termination of your employment by you for “Good Reason,” the “Expiration Date” shall be five years after the “Date of Termination” or the date of expiration specified in Section 1 above, whichever is sooner; and provided further, however, that in the event termination of your employment occurs by reason of involuntary termination without Cause, the “Expiration Date” shall be as provided in Section 8(B) of the Plan (the 90th day after the “Date of Termination”) or the date of expiration specified in Section 1 above, whichever is sooner, unless you execute a release of claims of the Company in the form requested by the Company, in which case your

FY11 U.S. AWARDS

	“Expiration Date” shall be five years after the “Date of Termination” or the date of expiration specified in Section 1 above, whichever is sooner.
	You may exercise the Options in any manner provided for in the Plan; provided however, you must first obtain the approval of the Chief Executive Officer, or his designee, prior to choosing a “net exercise” arrangement if you are a non-U.S.-based reporting officer pursuant to Section 16 of the Securities Act of 1934 on the date of exercise, you must obtain the approval of the Management Development and Compensation Committee of the Board of Directors of the Company.
3.	You agree that you shall not, during the term of your employment by the Company and for 12 months after termination of your employment, regardless of the reason for the termination, either directly or indirectly, solicit, take away or attempt to solicit or take away any other employee of the Company, either for your own purpose or for any other person or entity. You further agree that you shall not, during the term of your employment by the Company or at any time thereafter, use or disclose Confidential Information (as defined in Section 4 below) except as directed by, and in furtherance of the business purposes of, the Company. You acknowledge that the breach or threatened breach of this paragraph 3 will result in irreparable injury to the Company for which there is no adequate remedy at law because, among other things, it is not readily susceptible of proof as to the monetary damages that would result to the Company. You consent to the issuance of any restraining order or preliminary restraining order or injunction with respect to any conduct by you that is directly or indirectly a violation or a threatened violation of this paragraph. Any breach by you of the provisions of this paragraph 3 will, at the option of the Company and in addition to all other rights and remedies available to the Company at law, in equity or under this Agreement, result in the forfeiture of all unexercised options granted to you under this Agreement as of the date of such breach.
4.	As used in this paragraph 4, the following terms shall have the respective indicated meanings:
	“Affiliated Company or Companies” means any person, corporation, limited liability company, partnership or other entity controlling, controlled by or under common control with the Company.
	“Confidential Information” means technical or business information not readily available to the public or generally known in the trade, including but not limited to inventions; ideas; improvements; discoveries; developments; formulations; ingredients; recipes; specifications; designs; standards; financial data; sales, marketing and distribution plans, techniques and

FY11 U.S. AWARDS

strategies; customer and supplier information; equipment; mechanisms; manufacturing plans; processing and packaging techniques; trade secrets and other confidential information, knowledge, data and know-how of the Company, whether or not they originated with you, or information which the Company received from third parties under an obligation of confidentiality.

“Conflicting Product” means any product or process of any person or organization, other than the Company, in existence or under development, (1) that competes with a product or process of the Company upon or with which you shall have worked during the two years prior to the termination of your employment with the Company or (2) whose use or marketability could be enhanced by application to it of Confidential Information acquired by you in connection with your employment by the Company during such two year period. For purposes of this definition, it shall be conclusively presumed that you have knowledge of information to which you have been directly exposed through actual receipt or review of memorandum or documents containing such information or through actual attendance at meetings at which such information was discussed or disclosed.

“Conflicting Organization” means any person or organization that is engaged in or about to become engaged in research on or the development, production, marketing or selling of or the use in production, marketing or sale of a Conflicting Product.

In partial consideration for the Options granted to you hereunder, you agree that, for a period of eighteen (18) months following the date of the termination of your employment with the Company, you shall not render services, directly or indirectly, as a director, officer, employee, agent, consultant or otherwise to any Conflicting Organization in any geographic area or territory in which such Conflicting Organization is engaged in or about to become engaged in the research on or the development, production, marketing or sale of or the use in production, marketing or sale of a Conflicting Product. The foregoing limitation does not apply to a Conflicting Organization whose business is diversified and that, as to that part of its business to which you render services, is not engaged in the development, production, marketing, use or sale of a Conflicting Product, provided that the Company shall receive separate written assurances satisfactory to the Company from you and the Conflicting Organization that you shall not render services during such period with respect to a Conflicting Product or directly or indirectly provide or reveal Confidential Information to such organization. If you shall render services to any Conflicting Organization other than as expressly permitted herein or shall provide or reveal Confidential Information to such Conflicting Organization, you shall (i) immediately return to the Company the pre-tax income resulting from any exercise of the Options or any portion thereof by you,

FY11 U.S. AWARDS

	unless such exercise occurred more than twelve (12) months prior to the date of the termination of your employment; and (ii) forfeit any unexercised portion of the Options. You acknowledge and agree that the restrictions set forth in this paragraph 4 are reasonable and necessary to protect the goodwill and legitimate business interests of the Company and to prevent the disclosure of the Company’s Confidential Information and trade secrets. If any of the provisions herein shall for any reason be determined by a court of competent jurisdiction to be overly broad as to scope of activity, duration or territory, such provision shall be limited or reduced so as to be enforceable to the extent compatible with existing law.
5.	You acknowledge and agree that nothing in this Agreement, the Plan or the 2003 Stock Incentive Plan shall confer upon you any right with respect to future awards or continuation of your employment, nor shall it constitute an employment agreement or interfere in any way with your right or the right of the Company to terminate your employment, with or without cause, and with or without notice, subject to the terms of any written employment contract that you may have with the Company that is signed by both you and an authorized representative of the Company.
6.	You consent to the collection, use, and processing of personal data (including name, home address and telephone number, identification number and number of options held) by the Company or a third party engaged by the Company for the purpose of implementing, administering and managing the Plan and other stock option plans of the Company (the “Plans”). You further consent to the release of personal data (a) to such a third party administrator, which, at the option of the Company, may be designated as the exclusive broker in connection with the Plans, or (b) to any Affiliated Company, wherever located. You hereby waive any data privacy rights with respect to such data to the extent that receipt, possession, use, retention, or transfer of the data is authorized hereunder.
7.	The Plan is discretionary in nature and the Company may modify, cancel or terminate it at any time without prior notice. While stock options may be granted under any of the Company’s Plans on one or more occasions or even on a regular schedule, each grant is a one time event, is not an entitlement to an award of grants of stock options in the future, and does not create any contractual or other right to receive an award of stock options, compensation or benefits in lieu of stock options or any other compensation or benefits in the future.
8.	This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its choice of law provisions.

FY11 U.S. AWARDS

This grant of Options is subject to your on-line acceptance of the terms and conditions of this Agreement through the Fidelity website.

H.J. HEINZ COMPANY
By:
	William R. Johnson
	Chairman of the Board, President and Chief Executive Officer

Accepted: Signed electronically

Date:         Acceptance Date

EX-10.AIV

Exhibit 10(aiv)

FY11 AWARDS/UK EXPAT WAIVER

Stock Option Award and Agreement

[DATE]

Dear                     :

H. J. Heinz Company is pleased to advise you that, effective                     , you have been granted options (“Options”) to purchase                      shares of H. J. Heinz Company Common Stock, at an exercise price of $                      per share, in accordance with the terms and conditions of the stock option plan under which the Options were granted (the “Plan”), and a copy of which is posted along with a copy of the Prospectus. The Options are also granted under and governed by the terms and conditions of this letter agreement (“Agreement”), which shall control in the event of a conflict with the terms and conditions of the Plan. For purposes of this Agreement, the “Company” shall refer to H. J. Heinz Company and its Affiliated Companies (as defined in Section 4 below) in the United States and throughout the world. Unless otherwise specifically defined herein, all other capitalized terms used in this Agreement shall have the same defined meanings as the capitalized terms in the Third Amended and Restated H.J. Heinz Company Fiscal Year 2003 Stock Incentive Plan (the “2003 Stock Incentive Plan”), which are hereby incorporated by reference into this Agreement and a copy of which is posted along with this agreement.

1.

The Options are Non-Statutory Options, as defined in the Plan. The Options will vest beginning on                     , and will expire on                     , subject to earlier expiration in accordance with the terms of this Agreement or the Plan.

2.

Subject to paragraphs 3 and 4 of this Agreement, the exercise period for the Options, including the effect of the termination of your employment with the Company or a “Change in Control”, shall be governed by and determined in accordance with Section 8(B) of the 2003 Stock Incentive Plan, which is incorporated herein by reference and which shall control over and supersede any additional, different or inconsistent terms or provisions contained in the Plan; provided, however, that in the event of termination of your employment by you for “Good Reason,” the “Expiration Date” shall be five years after the “Date of Termination” or the date of expiration specified in Section 1 above, whichever is sooner; and provided further, however, that in the event termination of your employment occurs by reason of involuntary termination without Cause, the “Expiration Date” shall be as provided in Section 8(B) of the Plan (the 90th day after the “Date of Termination”) or the date of expiration specified in Section 1 above, whichever is sooner, unless you execute a release of claims of the Company in the form requested by the Company, in which case your “Expiration Date” shall be five years after the “Date of Termination” or the date of expiration specified in Section 1 above, whichever is sooner.

FY11 AWARDS/UK EXPAT WAIVER

	You may exercise the Options in any manner provided for in the Plan; provided however, you must first obtain the approval of the Chief Executive Officer, or his designee, prior to choosing a “net exercise” arrangement if you are a non-U.S.-based reporting officer pursuant to Section 16 of the Securities Act of 1934 on the date of exercise, you must obtain the approval of the Management Development and Compensation Committee of the Board of Directors of the Company.
	You may exercise the Options in any manner provided for in the Plan; provided however, you must first obtain the approval of the Chief Executive Officer, or his designee, prior to choosing a “net exercise” arrangement, and if you are a reporting officer pursuant to Section 16 of the Securities Act of 1934 on the date of exercise, you must obtain the approval of the Management Development and Compensation Committee of the Board of Directors of the Company.
3.	You agree that you shall not, during the term of your employment by the Company and for 12 months after termination of your employment, regardless of the reason for the termination, either directly or indirectly, solicit, take away or attempt to solicit or take away any other employee of the Company, either for your own purpose or for any other person or entity. You further agree that you shall not, during the term of your employment by the Company or at any time thereafter, use or disclose Confidential Information (as defined in Section 4 below) except as directed by, and in furtherance of the business purposes of, the Company. You acknowledge that the breach or threatened breach of this paragraph 3 will result in irreparable injury to the Company for which there is no adequate remedy at law because, among other things, it is not readily susceptible of proof as to the monetary damages that would result to the Company. You consent to the issuance of any restraining order or preliminary restraining order or injunction with respect to any conduct by you that is directly or indirectly a violation or a threatened violation of this paragraph. Any breach by you of the provisions of this paragraph 3 will, at the option of the Company and in addition to all other rights and remedies available to the Company at law, in equity or under this Agreement, result in the forfeiture of all unexercised options granted to you under this Agreement as of the date of such breach.
4.	As used in this paragraph 4, the following terms shall have the respective indicated meanings:
	“Affiliated Company or Companies” means any person, corporation, limited liability company, partnership or other entity controlling, controlled by or under common control with the Company.

FY11 AWARDS/UK EXPAT WAIVER

“Confidential Information” means technical or business information not readily available to the public or generally known in the trade, including but not limited to inventions; ideas; improvements; discoveries; developments; formulations; ingredients; recipes; specifications; designs; standards; financial data; sales, marketing and distribution plans, techniques and strategies; customer and supplier information; equipment; mechanisms; manufacturing plans; processing and packaging techniques; trade secrets and other confidential information, knowledge, data and know-how of the Company, whether or not they originated with you, or information which the Company received from third parties under an obligation of confidentiality.

“Conflicting Product” means any product or process of any person or organization, other than the Company, in existence or under development, (1) that competes with a product or process of the Company upon or with which you shall have worked during the two years prior to the termination of your employment with the Company or (2) whose use or marketability could be enhanced by application to it of Confidential Information acquired by you in connection with your employment by the Company during such two year period. For purposes of this definition, it shall be conclusively presumed that you have knowledge of information to which you have been directly exposed through actual receipt or review of memorandum or documents containing such information or through actual attendance at meetings at which such information was discussed or disclosed.

“Conflicting Organization” means any person or organization that is engaged in or about to become engaged in research on or the development, production, marketing or selling of or the use in production, marketing or sale of a Conflicting Product.

In partial consideration for the Options granted to you hereunder, you agree that, for a period of eighteen (18) months following the date of the termination of your employment with the Company, you shall not render services, directly or indirectly, as a director, officer, employee, agent, consultant or otherwise to any Conflicting Organization in any geographic area or territory in which such Conflicting Organization is engaged in or about to become engaged in the research on or the development, production, marketing or sale of or the use in production, marketing or sale of a Conflicting Product. The foregoing limitation does not apply to a Conflicting Organization whose business is diversified and that, as to that part of its business to which you render services, is not engaged in the development, production, marketing, use or sale of a Conflicting Product, provided that the Company shall receive separate written assurances satisfactory to the Company from you and the Conflicting Organization that you shall not render services during such period with respect to a Conflicting Product or directly or indirectly provide or reveal Confidential Information to such organization. If you shall render services to any Conflicting Organization other

FY11 AWARDS/UK EXPAT WAIVER

	than as expressly permitted herein or shall provide or reveal Confidential Information to such Conflicting Organization, you shall (i) immediately return to the Company the pre-tax income resulting from any exercise of the Options or any portion thereof by you, unless such exercise occurred more than twelve (12) months prior to the date of the termination of your employment; and (ii) forfeit any unexercised portion of the Options. You acknowledge and agree that the restrictions set forth in this paragraph 4 are reasonable and necessary to protect the goodwill and legitimate business interests of the Company and to prevent the disclosure of the Company’s Confidential Information and trade secrets. If any of the provisions herein shall for any reason be determined by a court of competent jurisdiction to be overly broad as to scope of activity, duration or territory, such provision shall be limited or reduced so as to be enforceable to the extent compatible with existing law.
5.	You acknowledge and agree that nothing in this Agreement, the Plan or the 2003 Stock Incentive Plan shall confer upon you any right with respect to future awards or continuation of your employment, nor shall it constitute an employment agreement or interfere in any way with your right or the right of the Company to terminate your employment, with or without cause, and with or without notice, subject to the terms of any written employment contract that you may have with the Company that is signed by both you and an authorized representative of the Company.
6.	You consent to the collection, use, and processing of personal data (including name, home address and telephone number, identification number and number of options held) by the Company or a third party engaged by the Company for the purpose of implementing, administering and managing the Plan and other stock option plans of the Company (the “Plans”). You further consent to the release of personal data (a) to such a third party administrator, which, at the option of the Company, may be designated as the exclusive broker in connection with the Plans, or (b) to any Affiliated Company, wherever located. You hereby waive any data privacy rights with respect to such data to the extent that receipt, possession, use, retention, or transfer of the data is authorized hereunder.
7.	The Plan is discretionary in nature and the Company may modify, cancel or terminate it at any time without prior notice. While stock options may be granted under any of the Company’s Plans on one or more occasions or even on a regular schedule, each grant is a one time event, is not an entitlement to an award of grants of stock options in the future, and does not create any contractual or other right to receive an award of stock options, compensation or benefits in lieu of stock options or any other compensation or benefits in the future.
8.	This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its choice of law provisions.

FY11 AWARDS/UK EXPAT WAIVER

U.K. ACKNOWLEDGEMENT AND WAIVER FORM
(INTERNATIONAL ASSIGNMENT)

This Acknowledgement and Waiver Form is incorporated into and made a part of the Stock Option Award and Agreement (the “Agreement”), under which I have been awarded a grant of options to purchase shares of H. J. Heinz Company Common Stock pursuant to the H. J. Heinz Company 1994, 1996 or 2000 Stock Option Plans and/or the H.J. Heinz Company Fiscal Year 2003 Stock Incentive Plan. I understand that my award and future awards of stock options, if any, granted to me under these plans or any future plans (any such plan, the “Plan”) are subject to my on-line acceptance of the Agreement and this Acknowledgement and Waiver Form. I understand that I will not be able to exercise any of these stock options until I accept on-line this Acknowledgement and Waiver Form.

The Plan is discretionary in nature and H. J. Heinz Company (“Company”) may modify, cancel, or terminate it at any time without prior notice and without affecting any vested rights. While stock options may be granted under a Plan on one or more occasions or even on a regular schedule, each grant is considered a one time event, is not part of any contractual compensation I may have, and does not create any contractual or other right to receive an award of stock options, compensation or benefits in lieu of stock options, or any other compensations or benefits in the future. The Plan is a voluntary program, and future grants, if any, will be at the sole discretion of the Company including, but not limited to, the timing of any grant, the number of stock options, vesting provisions, and the option price. Awards under a Plan are available to employees only during the course of their employment relationship in accordance with the terms and conditions of the Plan, and awards under a Plan will have no bearing in the computation of termination indemnities, if any.

As with past awards, if any, the value of the award is an extraordinary item of compensation outside the scope of any employment contract. As such, the award, as with past awards, if any, is not part of normal or expected compensation for purposes of calculating any termination, resignation, severance, redundancy, end of service payments, bonuses, service awards, pension benefits, retirement benefits, or similar payments. The award and any vesting of any award cease upon termination of employment for any reason except as may otherwise be explicitly provided in the Plan or any written agreement entered into by you and the Company, including the Grant Agreement. The future value of the underlying shares of Heinz Common Stock is unknown and cannot be predicted with certainty.

I consent to the collection, use, processing and transfer of data, as described in this paragraph for the purpose of implementing, managing and administering the Plan. I understand that the Company, its subsidiaries and my employer hold for such purpose certain personal information about me, including my name, home address and telephone number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all options or other entitlement to shares of stock awarded,

FY11 AWARDS/UK EXPAT WAIVER

canceled, exercised, vested, unvested or outstanding in my favor, my global identification number or social security number, birth date, hire date, job grade, the location where I work, and any termination information, such as date of termination and the reason for termination (“Data”). The Company, its subsidiaries and/or other third parties assisting the Company will transfer data among themselves as necessary for the purpose of implementation, administration, and management of my participation in the Plan. The Company, its subsidiaries, or third parties may be located in the U.S. or elsewhere. I authorize them to receive, possess, use, retain, and transfer the Data, in electronic or other form, for the purposes of implementing, administering, and managing my participation in the Plan, including transferring such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock on my behalf to a broker or other third party with whom I may elect to deposit any shares of stock acquired pursuant to the Plan, but for no other purpose. Each of the data recipients will maintain security measures to ensure its security and confidentiality. I hereby waive any data privacy rights I may have with respect to the Data to the extent of receipt, possession, use, retention or transfer of the Data authorized hereunder.

I understand that I may, at any time, view Data, require any necessary amendments to it, or withdraw the consents with respect to the Data contained herein by written notice addressed and delivered to the General Counsel or Secretary of the Company. I understand that withdrawal of such consent may affect my ability to participate in the Plan and/or result in the forfeiture of any awards, whether vested or unvested, made to me under the Plan.

The Plan and the Agreement govern all aspects of my award, and the provisions of the Plan are summarized in the Plan prospectus. Additional copies of the Plan documents may be obtained from the Company. To the extent permitted by applicable law, the Plan is subject to U.S. law, and the interpretation of the Plan and my rights under the Plan will be governed by applicable U.S. law as specified in the Agreement.

I understand and agree that (A) at the date of exercise of these stock options, I will be liable for income tax on any gain that arises — that is, any excess of market value of the shares at the date of exercise over the total acquisition price payable for the shares; (B) in addition, subject to the arrangements made relating to my international assignment regarding payment of taxes, I will be responsible for any U.K. National Insurance Contributions (employer’s and employee’s) that arise on the exercise of my option; and (C) the Company will supply details of the exercise to the Inland Revenue, but I will remain under an obligation to make a return of any gain in my annual tax return.

I also understand and agree that, subject to the arrangements made relating to my international assignment regarding payment of taxes, I will be responsible for paying to, or reimbursing, the Company or any other company by which I may be employed for any amounts for which it becomes liable to account in respect of my U.K. income tax (by way of the PAYE system) and employee’s and employer’s National Insurance Contribution incurred upon the exercise of my stock.

FY11 AWARDS/UK EXPAT WAIVER

I acknowledge that I have read and understand the foregoing.

This grant of Options is subject to your on-line acceptance of the terms and conditions of this Agreement and U.K. Acknowledgement and Waiver Form (International Assignment) through the Fidelity website.

H.J. HEINZ COMPANY
By:
	William R. Johnson
	Chairman of the Board, President and Chief Executive Officer

Accepted: Signed electronically

Date:        Acceptance Date

EX-12

Exhibit 12

H. J. HEINZ COMPANY AND SUBSIDIARIES
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES

	Three Months
	Ended
	July 28, 2010
	(Thousands of Dollars)
Fixed Charges:
Interest expense*	$	67,736
Capitalized interest		1,045
Interest component of rental expense		7,527
Total fixed charges	$	76,308
Earnings:
Income from continuing operations before income taxes	$	332,791
Add: Interest expense*		67,736
Add: Interest component of rental expense		7,527
Add: Amortization of capitalized interest		84
Earnings as adjusted	$	408,138
Ratio of earnings to fixed charges		5.35

* Interest expense includes amortization of debt expense and any discount or premium relating to indebtedness.

EX-31.A

Exhibit 31(a)

I, William R. Johnson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of H. J. Heinz Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:  /s/  William R. Johnson

Name:     William R. Johnson

Title:  Chairman, President and

Chief Executive Officer

Date: September 1, 2010

EX-31.B

Exhibit 31(b)

I, Arthur B. Winkleblack, certify that:

1. I have reviewed this quarterly report on Form 10-Q of H. J. Heinz Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By  /s/  Arthur B. Winkleblack

Name:     Arthur B. Winkleblack

Title:  Executive Vice President and

Chief Financial Officer

Date: September 1, 2010

EX-32.A

Exhibit 32(a)

18 U.S.C. SECTION 1350 CERTIFICATION

I, William R. Johnson, Chairman, President and Chief Executive Officer, of H. J. Heinz Company, a Pennsylvania corporation (the “Company”), hereby certify that, to my knowledge:

1. The Company’s periodic report on Form 10-Q for the period ended July 28, 2010 (the “Form 10-Q”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/  William R. Johnson

Name:     William R. Johnson

Title:  Chairman, President and

Chief Executive Officer

Date: September 1, 2010

EX-32.B

Exhibit 32(b)

18 U.S.C. SECTION 1350 CERTIFICATION

I, Arthur B. Winkleblack, Executive Vice President and Chief Financial Officer of H. J. Heinz Company, a Pennsylvania corporation (the “Company”), hereby certify that, to my knowledge:

1. The Company’s periodic report on Form 10-Q for the period ended July 28, 2010 (the “Form 10-Q”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/  Arthur B. Winkleblack

Name:     Arthur B. Winkleblack

Title:  Executive Vice President

and Chief Financial Officer

Date: September 1, 2010