FORM 10-Q

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J8iet7xSdKOC8knBkg7CL62JGEPyB0j5lBZInO1xEWTHIAitA/Z8V0OTQ+XVCs9/ YJ+PI7piw2aKO3UTl3SNWw== 0000950152-08-009595.txt : 20081121 0000950152-08-009595.hdr.sgml : 20081121 20081121154224 ACCESSION NUMBER: 0000950152-08-009595 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20081029 FILED AS OF DATE: 20081121 DATE AS OF CHANGE: 20081121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEINZ H J CO CENTRAL INDEX KEY: 0000046640 STANDARD INDUSTRIAL CLASSIFICATION: CANNED, FROZEN & PRESERVED FRUIT, VEG & FOOD SPECIALTIES [2030] IRS NUMBER: 250542520 STATE OF INCORPORATION: PA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-03385 FILM NUMBER: 081207447 BUSINESS ADDRESS: STREET 1: 1 PPG PLACE STREET 2: SUITE 3100 CITY: PITTSBURGH STATE: PA ZIP: 15222-5448 BUSINESS PHONE: 4124565700 MAIL ADDRESS: STREET 1: P O BOX 57 STREET 2: P O BOX 57 CITY: PITTSBURGH STATE: PA ZIP: 15230 10-Q 1 l34061ae10vq.htm FORM 10-Q FORM 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 October 29, 2008
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		25-0542520
(State or other jurisdiction of incorporation or organization)		(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 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 October 29, 2008 was 314,439,706 shares.

TABLE OF CONTENTS


PART I--FINANCIAL INFORMATION
	Item 1. Financial Statements
H. J. HEINZ COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME
H. J. HEINZ COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME
H. J. HEINZ COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS
H. J. HEINZ COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS
H. J. HEINZ COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
H. J. HEINZ COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
THREE MONTHS ENDED OCTOBER 29, 2008 AND OCTOBER 31, 2007
OPERATING RESULTS BY BUSINESS SEGMENT
SIX MONTHS ENDED OCTOBER 29, 2008 AND OCTOBER 31, 2007
OPERATING RESULTS BY BUSINESS SEGMENT
CAUTIONARY STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION
	Item 3. Quantitative and Qualitative Disclosures About Market Risk
	Item 4. Controls and Procedures
PART II--OTHER INFORMATION
	Item 1. Legal Proceedings
	Item 1A. Risk Factors
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
	Item 3. Defaults upon Senior Securities
	Item 4. Submission of Matters to a Vote of Security Holders
	Item 5. Other Information
	Item 6. Exhibits
EX-10(a)(i)
EX-10(a)(ii)
EX-12
EX-31(a)
EX-31(b)
EX-32(a)
EX-32(b)

PART I—FINANCIAL INFORMATION


Item 1.	Financial Statements

H. J. HEINZ COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME


	Second Quarter Ended
	October 29, 2008		October 31, 2007
	FY 2009		FY 2008
	(Unaudited)
	(In thousands, Except
	per Share Amounts)

Sales	$	2,612,541	$	2,523,379
Cost of products sold		1,691,826		1,591,577

Gross profit		920,715		931,802
Selling, general and administrative expenses		534,366		510,806

Operating income		386,349		420,996
Interest income		10,843		10,482
Interest expense		83,978		97,482
Other income/(expense), net		76,583		(10,778	)

Income before income taxes		389,797		323,218
Provision for income taxes		113,087		96,181

Net income	$	276,710	$	227,037

Net income per share—diluted	$	0.87	$	0.71

Average common shares outstanding—diluted		318,437		321,903

Net income per share—basic	$	0.88	$	0.72

Average common shares outstanding—basic		313,670		317,073

Cash dividends per share	$	0.415	$	0.38

See Notes to Condensed Consolidated Financial Statements.

H. J. HEINZ COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME


	Six Months Ended
	October 29, 2008		October 31, 2007
	FY 2009		FY 2008
	(Unaudited)
	(In thousands, Except
	per Share Amounts)

Sales	$	5,195,749	$	4,771,664
Cost of products sold		3,340,898		3,001,462

Gross profit		1,854,851		1,770,202
Selling, general and administrative expenses		1,076,238		982,552

Operating income		778,613		787,650
Interest income		22,271		23,363
Interest expense		158,583		188,712
Other income/(expense), net		68,559		(19,368	)

Income before income taxes		710,860		602,933
Provision for income taxes		205,186		170,602

Net income	$	505,674	$	432,331

Net income per share—diluted	$	1.59	$	1.34

Average common shares outstanding—diluted		317,710		323,790

Net income per share—basic	$	1.62	$	1.36

Average common shares outstanding—basic		312,923		319,069

Cash dividends per share	$	0.83	$	0.76

See Notes to Condensed Consolidated Financial Statements.

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


	October 29, 2008		April 30, 2008*
	FY 2009		FY 2008
	(Unaudited)
	(Thousands of Dollars)

Assets
Current Assets:
Cash and cash equivalents	$	927,656	$	617,687
Receivables, net		1,226,299		1,161,481
Inventories:
Finished goods and work-in-process		1,190,075		1,100,735
Packaging material and ingredients		334,662		277,481

Total inventories		1,524,737		1,378,216

Prepaid expenses		139,430		139,492
Other current assets		30,836		28,690

Total current assets		3,848,958		3,325,566







Property, plant and equipment		3,977,607		4,400,276
Less accumulated depreciation		2,101,978		2,295,563

Total property, plant and equipment, net		1,875,629		2,104,713







Goodwill		2,714,866		2,997,462
Trademarks, net		870,472		957,111
Other intangibles, net		410,488		456,948
Other non-current assets		676,636		723,243

Total other non-current assets		4,672,462		5,134,764







Total assets	$	10,397,049	$	10,565,043


*		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.

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


	October 29, 2008		April 30, 2008*
	FY 2009		FY 2008
	(Unaudited)
	(Thousands of Dollars)

Liabilities and Shareholders’ Equity
Current Liabilities:
Short-term debt	$	1,446,979	$	124,290
Portion of long-term debt due within one year		3,141		328,418
Accounts payable		1,231,055		1,247,479
Salaries and wages		77,143		92,553
Accrued marketing		247,151		298,342
Other accrued liabilities		356,682		487,656
Income taxes		83,686		91,322

Total current liabilities		3,445,837		2,670,060

Long-term debt		4,283,115		4,730,946
Deferred income taxes		392,368		409,186
Non-pension post-retirement benefits		249,897		257,051
Other liabilities and minority interest		571,831		609,980

Total long-term liabilities		5,497,211		6,007,163
Shareholders’ Equity:
Capital stock		107,844		107,846
Additional capital		724,955		617,811
Retained earnings		6,371,472		6,129,008

		7,204,271		6,854,665
Less:
Treasury stock at cost (116,656,779 shares at October 29, 2008 and 119,628,499 shares at April 30, 2008)		4,895,492		4,905,755
Accumulated other comprehensive loss		854,778		61,090

Total shareholders’ equity		1,454,001		1,887,820

Total liabilities and shareholders’ equity	$	10,397,049	$	10,565,043


*		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.

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


	Six Months Ended
	October 29, 2008			October 31, 2007
	FY 2009			FY 2008
	(Unaudited)
	(Thousands of Dollars)

Cash Flows from Operating Activities:
Net income	$	505,674		$	432,331
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation		126,300			122,436
Amortization		19,430			18,718
Deferred tax provision		37,140			20,461
Other items, net		(35,923	)		3,886
Changes in current assets and liabilities, excluding effects of acquisitions and divestitures:
Receivables		(92,087	)		(71,853	)
Inventories		(309,307	)		(276,309	)
Prepaid expenses and other current assets		(8,899	)		(4,847	)
Accounts payable		29,238			53,584
Accrued liabilities		(90,731	)		(76,041	)
Income taxes		32,732			(6,232	)

Cash provided by operating activities		213,567			216,134

Cash Flows from Investing Activities:
Capital expenditures		(124,218	)		(132,309	)
Proceeds from disposals of property, plant and equipment		1,136			783
Acquisitions, net of cash acquired		(116,250	)		(85,540	)
Proceeds from divestitures		12,920			48,330
Other items, net		(5,977	)		(37,312	)

Cash used for investing activities		(232,389	)		(206,048	)

Cash Flows from Financing Activities:
Payments on long-term debt		(337,600	)		(2,336	)
Proceeds from long-term debt		849,835			—
Net proceeds from commercial paper and short-term debt		118,240			336,663
Dividends		(262,816	)		(244,390	)
Purchases of treasury stock		(181,431	)		(269,745	)
Exercise of stock options		261,415			27,251
Other items, net		1,718			16,695

Cash provided by/(used for) financing activities		449,361			(135,862	)

Effect of exchange rate changes on cash and cash equivalents		(120,570	)		49,113

Net increase/(decrease) in cash and cash equivalents		309,969			(76,663	)
Cash and cash equivalents at beginning of year		617,687			652,896

Cash and cash equivalents at end of period	$	927,656		$	576,233

See Notes to Condensed Consolidated Financial Statements.

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. 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 30, 2008.


(2)	Recently Issued Accounting Standards

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements,” which defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles, and expands disclosures about fair value measurements. This statement applies whenever other accounting pronouncements require or permit assets or liabilities to be measured at fair value, but does not expand the use of fair value to new accounting transactions. SFAS No. 157 is effective for financial assets and liabilities in fiscal years beginning after November 15, 2007, and for non-financial assets and liabilities in fiscal years beginning after November 15, 2008. The Company adopted SFAS No. 157 for its financial assets and liabilities on May 1, 2008. See Note No. 11 for additional information. The Company is currently evaluating the impact of SFAS No. 157 for its non-financial assets and liabilities that are recognized at fair value on a non-recurring basis, including goodwill, other intangible assets, exit liabilities and purchase price allocations.

On May 1, 2008, the Company adopted the measurement date provisions of SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R).” The measurement date provisions require plan assets and obligations to be measured as of the date of the year-end financial statements. The Company previously measured its foreign pension and other postretirement benefit obligations as of March 31 each year. The adoption of the measurement date provisions of SFAS No. 158 did not have a material effect on the Company’s consolidated statement of income or condensed consolidated balance sheet for the quarter and six months ended October 29, 2008.

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” and SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements—An Amendment of ARB No. 51.” These new standards will significantly change the accounting for and reporting of business combination transactions and noncontrolling (minority) interests in consolidated financial statements. SFAS Nos. 141(R) and 160 are required to be adopted simultaneously and are effective for fiscal years beginning after December 15, 2008, with early adoption prohibited. Thus, the Company will be required to adopt these standards on April 30, 2009, the first day of Fiscal 2010. The Company is currently evaluating the impact of adopting SFAS Nos. 141(R) and 160 on its consolidated financial statements.

instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations, and how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company is currently evaluating the impact of adopting SFAS No. 161 in the fourth quarter of Fiscal 2009.

In June 2008, the FASB issued Financial Statement of Position (“FSP”) Emerging Issues Task Force (“EITF”) 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities.” FSP EITF 03-6-1 provides 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. FSP EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008, and interim periods within those years. Upon adoption, a company is required to retrospectively adjust its earnings per share data (including any amounts related to interim periods, summaries of earnings and selected financial data) to conform with the provisions of FSP EITF 03-6-1. The Company has completed its evaluation of the impact of adopting FSP EITF 03-6-1 in Fiscal 2010. The adoption will have no impact on net income, but is expected to have a $0.01 unfavorable impact on both basic and diluted earnings per share in Fiscal 2010 and no material impact for Fiscal 2011 forward. The adoption is also expected to result in a $0.02 and $0.01 retrospective reduction in both basic and diluted earnings per share in Fiscal 2008 and 2009, respectively.


(3)	Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill for the six months ended October 29, 2008, 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 30, 2008	$	1,096,288		$	1,340,928		$	282,419		$	262,823		$	15,004		$	2,997,462
Acquisitions		—			32,342			—			—			—			32,342
Purchase accounting adjustments		—			(997	)		—			—			—			(997	)
Disposals		—			—			—			(2,300	)		—			(2,300	)
Translation adjustments		(23,351	)		(232,623	)		(52,613	)		—			(3,054	)		(311,641	)

Balance at October 29, 2008	$	1,072,937		$	1,139,650		$	229,806		$	260,523		$	11,950		$	2,714,866

The Company finalized the purchase price allocation for the Wyko^® acquisition during the second quarter of Fiscal 2009 resulting in adjustments between goodwill, trademarks and other intangible assets. Also during the second quarter of Fiscal 2009, the Company acquired Bénédicta^®, a table top sauce, mayonnaise and salad dressing business in France for approximately $116 million. The Company recorded a preliminary purchase price allocation related to this acquisition, which is expected to be finalized upon completion of valuation procedures. Operating results of the acquired business have been included in the consolidated statement of income from the acquisition date forward. Pro-forma results of the Company, assuming the acquisition had occurred at the beginning of each period presented, would not be materially different from the results reported.

Trademarks and other intangible assets at October 29, 2008 and April 30, 2008, subject to amortization expense, are as follows:


	October 29, 2008							April 30, 2008
			Accum							Accum
	Gross		Amort			Net		Gross		Amort			Net
	(Thousands of Dollars)

Trademarks	$	275,306	$	(68,667	)	$	206,639	$	200,966	$	(69,104	)	$	131,862
Licenses		208,186		(143,930	)		64,256		208,186		(141,070	)		67,116
Recipes/processes		73,395		(20,438	)		52,957		71,495		(19,306	)		52,189
Customer related assets		167,671		(34,824	)		132,847		183,204		(31,418	)		151,786
Other		67,014		(53,954	)		13,060		73,848		(59,639	)		14,209

	$	791,572	$	(321,813	)	$	469,759	$	737,699	$	(320,537	)	$	417,162

Amortization expense for trademarks and other intangible assets subject to amortization was $7.6 million and $6.2 million for the second quarters ended October 29, 2008 and October 31, 2007, respectively, and $15.6 million and $13.4 million for the six months ended October 29, 2008 and October 31, 2007, respectively. Based upon the amortizable intangible assets recorded on the balance sheet as of October 29, 2008, annual amortization expense for each of the next five fiscal years is estimated to be approximately $31 million.

Intangible assets not subject to amortization at October 29, 2008 totaled $811.2 million and consisted of $663.8 million of trademarks, $119.6 million of recipes/processes, and $27.8 million of licenses. Intangible assets not subject to amortization at April 30, 2008, totaled $996.9 million and consisted of $825.2 million of trademarks, $135.3 million of recipes/processes, and $36.4 million of licenses.


(4)	Income Taxes

The total amount of gross unrecognized tax benefits for uncertain tax positions, including positions impacting only the timing of tax benefits, was $85.9 million and $129.1 million, on October 29, 2008 and April 30, 2008, respectively. The amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate was $48.9 million and $55.7 million, on October 29, 2008 and April 30, 2008, respectively.

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 October 29, 2008 was $21.1 million and $3.1 million, respectively. The corresponding amounts of accrued interest and penalties at April 30, 2008 were $57.2 million and $2.8 million, respectively.

It is reasonably possible that the amount of unrecognized tax benefits will decrease by as much as $46.3 million in the next 12 months primarily due to the progression of federal, state, and foreign audits in process. During the second quarter of Fiscal 2009, the Company effectively settled its appeal, filed October 15, 2007, of a U.S. Court of Federal Claims decision regarding a refund claim resulting from a Fiscal 1995 transaction. The effective settlement has resulted in a $42.7 million decrease in the amount of unrecognized tax benefits, $8.5 million of which will be a refund of tax and has been recorded as a credit to additional capital. The effective settlement resulted in a second quarter tax benefit of $4.6 million representing interest income on the refund of tax.

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 Canada, Italy, the United Kingdom and the United States. The Company has substantially concluded all United Kingdom and U.S. federal income tax matters for years through Fiscal 2005 and all income tax matters for years through Fiscal 2002 in Italy and Fiscal 2004 in Canada.

The effective tax rate for the six months ended October 29, 2008 was 28.9% compared to 28.3% for the comparable period last year. The current and prior year effective tax rates both reflect a discrete benefit resulting from the tax effects of law changes in the U.K. of approximately $10 million and $12 million, respectively. The effective tax rate in the current year is higher than the rate in the prior year due to reduced tax planning benefits in foreign jurisdictions partially offset by reduced repatriation costs and the beneficial settlement of uncertain tax positions.


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

As of October 29, 2008, 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 56 to 61 of the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2008. The compensation cost related to these plans recognized in general and administrative expenses (“G&A”), and the related tax benefit was $16.3 million and $5.5 million for the second quarter ended October 29, 2008 and $23.1 million and $7.9 million for the six months ended October 29, 2008, respectively. The compensation cost related to these plans recognized in G&A, and the related tax benefit was $10.2 million and $3.7 million for the second quarter ended October 31, 2007 and $17.4 million and $6.0 million for the six months ended October 31, 2007, respectively.

The Company granted 1,516,457 and 1,345,173 option awards to employees during the second quarters ended October 29, 2008 and October 31, 2007, respectively. The weighted average fair value per share of the options granted during the six months ended October 29, 2008 and October 31, 2007 as computed using the Black-Scholes pricing model, was $5.80 and $6.25, respectively. These awards were sourced from the 2000 Stock Option Plan and Fiscal Year 2003 Stock Incentive Plan. The weighted average assumptions used to estimate the fair values are as follows:


	Six Months Ended
	October 29,			October 31,
	2008			2007

Dividend yield		3.2	%		3.3	%
Expected volatility		14.8	%		15.8	%
Weighted-average expected life (in years)		5.5			5.0
Risk-free interest rate		3.1	%		4.3	%

The Company granted 394,058 and 609,670 restricted stock units to employees during the six months ended October 29, 2008 and October 31, 2007 at weighted average grant prices of $51.07 and $45.85, respectively.

In Fiscal 2009, 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 May 1, 2008. 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 2010 year end, plus dividends paid over

the 2 year performance period. The Fiscal 2009-2010 LTPP will be fully funded if 2-year cumulative EPS equals or exceeds the predetermined level. The compensation cost for current and prior year LTPP awards recognized in G&A, and the related tax benefit was $6.6 million and $2.3 million for the second quarter ended October 29, 2008 and $12.7 million and $4.3 million for the six months ended October 29, 2008, respectively. The compensation cost related to these plans recognized in G&A, and the related tax benefit was $1.1 million and $0.4 million for the second quarter ended October 31, 2007 and $7.6 million and $2.9 million for the six months ended October 31, 2007, respectively.


(6)	Pensions and Other Post-Retirement Benefits

The components of net periodic benefit cost are as follows:


	Second Quarter Ended
	October 29, 2008			October 31, 2007			October 29, 2008			October 31, 2007
	Pension Benefits						Post-Retirement Benefits
	(Thousands of Dollars)

Service cost	$	8,865		$	10,088		$	1,645		$	1,616
Interest cost		37,901			38,513			3,866			3,910
Expected return on plan assets		(54,819	)		(57,591	)		—			—
Amortization of prior service cost		840			(290	)		(951	)		(1,192	)
Amortization of unrecognized loss		8,519			11,251			922			1,145

Net periodic benefit cost	$	1,306		$	1,971		$	5,482		$	5,479


	Six Months Ended
	October 29, 2008			October 31, 2007			October 29, 2008			October 31, 2007
	Pension Benefits						Post-Retirement Benefits
	(Thousands of Dollars)

Service cost	$	18,765		$	19,780		$	3,339		$	3,203
Interest cost		79,084			75,700			7,794			7,782
Expected return on plan assets		(114,277	)		(113,297	)		—			—
Amortization of prior service cost		1,727			(563	)		(1,897	)		(2,384	)
Amortization of unrecognized loss		17,570			21,981			1,845			2,286

Net periodic benefit cost	$	2,869		$	3,601		$	11,081		$	10,887

During the first six months of Fiscal 2009, the Company contributed $36 million to fund its obligations under its pension and postretirement plans. Recent adverse conditions in the equity markets have caused the actual rate of return on the pension plan assets to be significantly below the Company’s assumed long-term rate of return of 8.2%. Also, discount rates are expected to be higher than the 5.5% rate disclosed at Fiscal 2008 year end. As a result of these two partially offsetting factors, the Company is reevaluating the funding levels for the remainder of Fiscal 2009 and the full-year 2009 contributions may exceed the original projection of $80 million.


(7)	Segments

The Company’s segments are primarily organized by geographical 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 New Zealand, Australia, 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, and frozen soups, desserts and appetizers.

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. Intersegment revenues and items below the operating income line of the consolidated statements of income are not presented by segment, since they are excluded from the measure of segment profitability reviewed by the Company’s management.

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


	Second Quarter Ended						Six Months Ended
	October 29, 2008			October 31, 2007			October 29, 2008			October 31, 2007
	FY 2009			FY 2008			FY 2009			FY 2008
	(Thousands of Dollars)

Net external sales:
North American Consumer Products	$	827,278		$	756,233		$	1,568,460		$	1,420,905
Europe		887,946			872,446			1,806,137			1,638,463
Asia/Pacific		386,158			395,846			843,971			767,191
U.S. Foodservice		391,024			406,441			744,437			770,109
Rest of World		120,135			92,413			232,744			174,996

Consolidated Totals	$	2,612,541		$	2,523,379		$	5,195,749		$	4,771,664

Operating income (loss):
North American Consumer Products	$	191,503		$	177,471		$	359,611		$	329,881
Europe		134,768			159,987			291,508			298,382
Asia/Pacific		50,707			55,755			117,226			107,006
U.S. Foodservice		38,742			51,494			63,682			95,043
Rest of World		14,889			12,809			27,539			22,960
Non-Operating(a)		(44,260	)		(36,520	)		(80,953	)		(65,622	)

Consolidated Totals	$	386,349		$	420,996		$	778,613		$	787,650


	(a)	Includes corporate overhead, intercompany eliminations and charges not directly attributable to operating segments.

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


	Second Quarter Ended				Six Months Ended
	October 29, 2008		October 31, 2007		October 29, 2008		October 31, 2007
	FY 2009		FY 2008		FY 2009		FY 2008
	(Thousands of Dollars)

Ketchup and Sauces	$	1,077,067	$	999,421	$	2,175,652	$	1,971,263
Meals and Snacks		1,174,278		1,147,943		2,232,441		2,092,765
Infant/Nutrition		267,972		268,875		577,438		507,825
Other		93,224		107,140		210,218		199,811

Total	$	2,612,541	$	2,523,379	$	5,195,749	$	4,771,664


(8)	Net Income Per Share

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


	Second Quarter Ended				Six Months Ended
	October 29, 2008		October 31, 2007		October 29, 2008		October 31, 2007
	FY 2009		FY 2008		FY 2009		FY 2008
	(In thousands)

Net income	$	276,710	$	227,037	$	505,674	$	432,331
Preferred dividends		3		3		6		6

Net income applicable to common stock	$	276,707	$	227,034	$	505,668	$	432,325

Average common shares outstanding—basic		313,670		317,073		312,923		319,069
Effect of dilutive securities:
Convertible preferred stock		108		115		106		110

Stock options, restricted stock and the global stock purchase plan		4,659		4,715		4,681		4,611

Average common shares outstanding—diluted		318,437		321,903		317,710		323,790

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 2.5 million shares of common stock for the second quarter and six months ended October 29, 2008 and 7.9 million shares of common stock for the second quarter and six months ended October 31, 2007, 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 2015.


(9)	Comprehensive Income


	Second Quarter Ended						Six Months Ended
	October 29, 2008			October 31, 2007			October 29, 2008			October 31, 2007
	FY 2009			FY 2008			FY 2009			FY 2008
	(Thousands of Dollars)

Net income	$	276,710		$	227,037		$	505,674		$	432,331
Other comprehensive income:
Foreign currency translation adjustments		(899,708	)		158,076			(908,879	)		228,755
Reclassification of net pension and post-retirement benefit losses/(gains) to net income		84,522			(8,672	)		92,891			(4,888	)
Adoption of measurement date provisions of SFAS No. 158		—			—			1,506			—
Net deferred (losses)/gains on derivatives from periodic revaluations		27,687			313			17,846			(7,620	)
Net deferred losses/(gains) on derivatives reclassified to earnings		(1,371	)		(8,054	)		2,948			(4,457	)

Comprehensive (loss)/income	$	(512,160	)	$	368,700		$	(288,014	)	$	644,121


(10)	Debt

On July 15, 2008, the Company completed the sale of $500 million 5.35% Notes due 2013. Also on the same day the Company’s H. J. Heinz Finance Company (“HFC”) subsidiary completed the sale of $350 million or 3,500 shares of its Series B Preferred Stock. The proceeds from both transactions were used for general corporate purposes, including the repayment of commercial paper and other indebtedness incurred to redeem HFC’s Series A Preferred Stock.

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

The Company and HFC maintain a $2 billion credit agreement that expires in August 2009. The credit agreement supports the Company’s commercial paper borrowings. Although the Company has not historically renewed these types of credit agreements early, the Company anticipates that it and HFC will enter into a new credit agreement during the first six months of 2009. Until such time as a new credit agreement is put in place, commercial paper borrowings that have been classified as long-term debt will be classified as short-term debt on the balance sheet in accordance with generally accepted accounting principles.


(11)	Fair Value Measurements

The Company adopted SFAS No. 157, “Fair Value Measurements” for its financial assets and liabilities on May 1, 2008. SFAS No. 157 defines fair value 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. SFAS No. 157 establishes a three level fair value hierarchy 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 October 29, 2008, the fair values of the Company’s assets and liabilities measured on a recurring basis are categorized as follows:


	Level 1		Level 2		Level 3		Total
	(Thousands of Dollars)

Assets:
Derivatives(a)	$	—	$	162,678	$	—	$	162,678

Total assets at fair value	$	—	$	162,678	$	—	$	162,678

Liabilities:
Derivatives(a)	$	—	$	61,910	$	—	$	61,910

Total liabilities at fair value	$	—	$	61,910	$	—	$	61,910


	(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.


(12)	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. For additional information, refer to pages 27-28 of the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2008. There have been no material changes in the Company’s market risk during the six months ended October 29, 2008, except as disclosed in this quarterly report on Form 10-Q.

As of October 29, 2008, the Company is hedging forecasted transactions for periods not exceeding three years. During the next 12 months, the Company expects $24.7 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 second quarter and six months ended October 29, 2008 and October 31, 2007. Amounts reclassified to earnings because the hedged transaction was no longer expected to occur were not significant for the second quarter and six months ended October 29, 2008 and October 31, 2007.

The Company had outstanding cross currency swaps with a total notional amount of $2.0 billion as of October 31, 2007, which were designated as net investment hedges of foreign operations. All of these contracts either matured or were terminated during Fiscal 2008. The Company assessed hedge effectiveness for these contracts based on changes in fair value attributable to

changes in spot prices. Net losses of $61.6 million ($43.1 million after-tax) and $67.1 million ($44.1 million after-tax) which represented effective hedges of net investments, were reported as a component of accumulated other comprehensive loss within unrealized translation adjustment for the second quarter and six months ended October 31, 2007, respectively. Gains of $1.7 million and $4.2 million, which represented the changes in fair value excluded from the assessment of hedge effectiveness, were included in current period earnings as a component of interest expense for the second quarter and six months ended October 31, 2007, respectively.

The Company enters into certain derivative contracts in accordance with its risk management strategy that do not meet the criteria for hedge accounting. During the first six months of Fiscal 2009, the Company entered into additional foreign currency contracts bringing the notional amount to $686.2 million as of October 29, 2008 compared to $337.5 million as of October 31, 2007. 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 $38.3 million and $5.5 million as of October 29, 2008 and October 31, 2007, respectively. These contracts are scheduled to mature within the next 12 months.

The forward contracts that were put in place during Fiscal 2009 to help mitigate the unfavorable impact of translation associated with key foreign currencies resulted in gains of $92.4 million and $91.2 million for the second quarter and six months ended October 29, 2008, respectively. During Fiscal 2009, the Company also received $81.6 million of cash related to these forward contracts as a result of contract settlements and maturities.

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.


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

Overview

Heinz delivered solid results for the first-half of Fiscal 2009, with balanced growth in both developed and emerging markets. Heinz will accelerate its focus for the balance of the year on improving productivity and margins in light of the current economic climate. The Company will also shift investments in marketing and research and development toward delivering value to customers. Heinz anticipates that it will achieve full year combined sales volume and net price growth of 6%+. During Fiscal 2009, Heinz entered into foreign currency contracts that are expected to largely offset the impact of the strengthening dollar on earnings translation from our key foreign operations for the full year on net income and EPS. This action underpins our target of achieving this year’s EPS projections of $2.87 to $2.91.

We remain confident in our business fundamentals, but as we look beyond Fiscal 2009 and in light of the volatile economic conditions, we will closely monitor currency and commodity movements before we communicate our financial outlook for Fiscal 2010.

THREE MONTHS ENDED OCTOBER 29, 2008 AND OCTOBER 31, 2007

Results of Operations

Sales for the three months ended October 29, 2008 increased $89 million, or 3.5%, to $2.61 billion. Net pricing increased sales by 7.1%, as price increases have been broadly implemented across the Company’s portfolio to help offset significantly increased commodity costs. Volume decreased 1.3%, as strong performances in the North American Consumer Products segment, Continental Europe and India were more than offset by declines in other parts of the portfolio. U.S. Foodservice volumes were soft due to a slowdown in restaurant traffic as well as low price competition on non-branded products. Russia and European frozen volumes were down from the prior year reflecting double digit price increases implemented to mitigate significant commodity cost increases. In Indonesia, as expected, the earlier timing of Ramadan resulted in a shift of volume from the second quarter to the first quarter. Our top 15 brands grew 5.4% for the quarter, driven by increases in Heinz^®, Ore-Ida^®, Smart Ones^®, Pudliszki^®, and Bagel Bites^® products. Acquisitions, net of divestitures, increased sales by 1.0% while foreign currency translation reduced sales by 3.3%.

Gross profit decreased $11 million, or 1.2%, to $921 million, and the gross profit margin decreased to 35.2% from 36.9%. These declines are largely due to increased commodity costs, unfavorable foreign exchange and the volume decline, which more than offset pricing and productivity improvements. Although commodity market prices are beginning to show signs of decline, there is a time-lag in recognizing potential cost reductions due to the mix of different commodities, dynamics in the commodity supply market, duration of forward supply contracts and movement through the Heinz supply chain. As a result, prices for all of the Company’s key ingredients and packaging are still well above prior year levels and continue to have an unfavorable impact on the Company’s gross profit as compared to the prior year.

Selling, general and administrative expenses (“SG&A”) increased $24 million, or 4.6%, to $534 million, and increased as a percentage of sales to 20.5% from 20.2%. These increases are mainly due to increased spending on global task force initiatives including system capability improvements, timing in recognition of incentive compensation expense and increased selling and distribution costs (“S&D”), partially offset by movements in foreign exchange translation rates.

Operating income decreased $35 million, or 8.2%, to $386 million, reflecting unfavorable foreign exchange, increased commodity costs and incremental investments in task forces.

Net interest expense decreased $14 million, to $73 million, resulting from lower average interest rates in Fiscal 2009. Other income/(expense), net, improved by $87 million, to $77 million, as a $93 million increase in currency gains was partially offset by a gain in the prior year on the sale of our business in Zimbabwe. The currency gains resulted primarily from forward contracts that were put in place to help mitigate the unfavorable impact of translation associated with key foreign currencies for all of Fiscal 2009. $23 million of the currency gains relate to contracts that covered second quarter earnings and $69 million relates to the balance of Fiscal 2009. Future movements in key currencies could result in additional gains, or potential losses, on these contracts. For the full year, gains or losses on these contracts are expected to be largely offset by changes in the translation of earnings of our key foreign businesses. See Note 12 in Item 1, “Financial Statements,” for further information.

The effective tax rate for the current quarter was 29.0%, down 80 basis points compared to 29.8% last year. The decrease in the effective tax rate is due to lower repatriation costs and the beneficial settlement of an uncertain tax position, partially offset by reduced tax planning benefits in foreign jurisdictions. We expect a current year annual effective tax rate of approximately 30%.

Net income was $277 million compared to $227 million in the prior year, an increase of 21.9%, due to increased currency gains, reduced net interest expense and a lower effective tax rate, partially offset by lower operating income. Diluted earnings per share was $0.87 in the current year compared to $0.71 in the prior year, up 22.5%, which also benefited from a 1.1% reduction in fully diluted shares outstanding.

OPERATING RESULTS BY BUSINESS SEGMENT

North American Consumer Products

Sales of the North American Consumer Products segment increased $71 million, or 9.4%, to $827 million. Volume increased 2.9%, driven largely by Ore-Ida^® frozen potatoes, Heinz^® ketchup, and frozen meals and snacks. The Ore-Ida^® growth was driven by new products such as Steam n’ Mash^tm, as well as higher demand by our customers in anticipation of price increases. The Heinz^® ketchup improvement was largely due to a shift in the timing of sales resulting from price increases. The frozen meals and snacks increase was driven by increased consumption of Bagel Bites^® and new product introductions under the TGI Friday’s^® brand, including TGI Friday’s^® Skillet Meals. These increases were partially offset by declines in Delimex^® products related to a supply interruption. Net prices grew 8.0% reflecting price increases taken across the majority of the product portfolio over the last year to help offset higher commodity costs. Unfavorable Canadian exchange translation rates decreased sales 1.5%.

Gross profit increased $21 million, or 6.6%, to $330 million, due primarily to the sales increase. The gross profit margin decreased to 39.9% from 41.0%, as increased pricing and productivity improvements only partially offset increased commodity costs. Operating income increased $14 million, or 7.9%, to $192 million, due to the strong increase in sales, partially offset by higher commodity costs and increased S&D due to higher volume.

Europe

Heinz Europe sales increased $16 million, or 1.8%, to $888 million. Net pricing increased 7.2%, driven by Heinz^® ketchup, beans and soup, broad-based increases in our Russian market, frozen products in the U.K. and Italian infant nutrition products. Volume decreased 2.8%, as increases on Pudliszki^® branded products in Poland and Heinz^® beans in the U.K. were more than offset by declines on frozen products in the U.K., decreases on infant nutrition products in Italy, and Heinz^® soup as a result of promotional timing. Volume declines were also noted in our Russian business, in part due to double digit price increases executed to offset significant commodity cost increases. Acquisitions, net of divestitures, increased sales 3.5%, primarily due to the acquisition of the Bénédicta^® sauce business in France in the second quarter of this year and the Wyko^® sauce business

in the Netherlands at the end of Fiscal 2008. Unfavorable foreign exchange translation rates decreased sales by 6.0%.

Gross profit decreased $23 million, or 6.8%, to $316 million, and the gross profit margin declined to 35.6% from 38.9%. These declines are largely a result of increased commodity costs, unfavorable foreign exchange translation rates, cross currency rate movements between the Euro and British Pound, reduced volume and higher manufacturing costs in the U.K. and Ireland. These declines were partially offset by improved pricing. Operating income decreased $25 million, or 15.8%, to $135 million, due largely to increased commodity costs and unfavorable foreign exchange rates.

Asia/Pacific

Heinz Asia/Pacific sales decreased $10 million, or 2.4%, to $386 million. Pricing increased 5.2%, due to increases on ABC^® products in Indonesia, convenience meals in Australia and nutritional beverages in India. This pricing helped offset increased commodity costs. Volume decreased 3.7%, reflecting declines in ABC^® syrup in Indonesia, due to the timing of the Ramadan holiday, and declines across the Australian and New Zealand product portfolios, which are being impacted by timing of price increases and promotional activities and the recessionary economy in those markets. Volume was strong in our Indian business, driven by the Complan^® brand. Unfavorable exchange translation rates decreased sales by 3.9%.

Gross profit decreased $3 million, or 2.6%, to $129 million, and the gross profit margin remained flat at 33.3% as increased pricing and improved product mix almost completely offset unfavorable foreign exchange translation rates, increased commodity costs and declines in volume. Operating income decreased by $5 million, or 9.1%, to $51 million, primarily reflecting the volume decline in Australia and the timing of Ramadan.

U.S. Foodservice

Sales of the U.S. Foodservice segment decreased $15 million, or 3.8%, to $391 million. Pricing increased sales 2.6%, as price increases have been taken across the product portfolio, particularly on Heinz^® ketchup and portion control condiments. Volume decreased by 5.1%, due primarily to declines in frozen soup, appetizers and portion control products. The volume reflects reduced restaurant foot traffic and the pro-active exiting of lower margin products and customers.

Gross profit decreased $12 million, or 10.2%, to $102 million, and the gross profit margin decreased to 26.0% from 27.8%, due to higher commodity costs and lower volumes. Operating income decreased $13 million, or 24.8%, to $39 million, which is primarily due to the decline in gross profit. Our Foodservice business has experienced a disproportionate impact on margins from commodities while realizing price increases below the corporate average.

Rest of World

Sales for Rest of World increased $28 million, or 30.0%, to $120 million. Volume increased 6.3% driven by increases in Latin America and the Middle East. Higher pricing increased sales by 27.2%, largely due to inflation in Latin America, and commodity-related price increases in South Africa and the Middle East. Foreign exchange translation rates decreased sales 3.5%.

Gross profit increased $8 million, or 23.9%, to $42 million, due mainly to increased pricing and higher volume, partially offset by increased commodity costs. Operating income increased $2 million, or 16.2% to $15 million.

SIX MONTHS ENDED OCTOBER 29, 2008 AND OCTOBER 31, 2007

Results of Operations

Sales for the six months ended October 29, 2008 increased $424 million, or 8.9%, to $5.20 billion. Net pricing increased sales by 6.2%, as price increases were taken across the Company’s portfolio to help offset increases in commodity costs. Volume increased 1.7%, due to solid growth in the North American Consumer Products segment, Continental Europe, Heinz^® branded products in the U.K. and the emerging markets. These increases were partially offset by volume declines in the U.S. Foodservice segment and frozen foods in the U.K. Despite difficult economic conditions, our top 15 brands grew 10.7%, led by the Heinz^®, Ore-Ida^® and ABC^® brands. Acquisitions, net of divestitures, increased sales by 0.9%. Foreign exchange translation rates increased sales slightly by 0.2%.

Gross profit increased $85 million, or 4.8%, to $1.85 billion, benefiting from favorable volume and pricing. The gross profit margin decreased to 35.7% from 37.1%, as pricing and productivity improvements were more than offset by increased commodity costs.

SG&A increased $94 million, or 9.5%, to $1.08 billion, and was up slightly as a percentage of sales to 20.7% from 20.6%. The 9.5% increase in SG&A is due to an increase in marketing expense and higher S&D resulting from increased volume and higher fuel costs. SG&A was also impacted by increased spending on global task force initiatives including system capability improvements and timing in recognition of incentive compensation expense. Operating income decreased $9 million, or 1.1%, to $779 million, as the strong sales growth was offset by increased commodity costs and increases in SG&A.

Net interest expense decreased $29 million, to $136 million, largely as a result of lower average interest rates in Fiscal 2009. Other income/(expense), net, improved by $88 million, to $69 million, as a $97 million increase in currency gains was partially offset by increased minority interest expense and a prior year gain on the sale of our business in Zimbabwe. The currency gains resulted primarily from forward contracts that were put in place to help mitigate the unfavorable impact of translation associated with key foreign currencies for all of Fiscal 2009. $22 million of the currency gains relate to contracts that covered earnings for the first six months of Fiscal 2009, and $69 million relates to the balance of the fiscal year. Future movements in key currencies could result in additional gains, or potential losses on these contracts. For the full year, gains or losses on these contracts are expected to be largely offset by changes in the translation of earnings of our key foreign businesses. See Note 12 in Item 1, “Financial Statements,” for further information.

Net income was $506 million compared to $432 million in the prior year, an increase of 17.0%, due to higher gross profit, the increased currency gains and reduced net interest expense, partially offset by increased SG&A and a higher effective tax rate. Diluted earnings per share was $1.59 in the current year compared to $1.34 in the prior year, up 18.7%, which also benefited from a 1.9% reduction in fully diluted shares outstanding.

OPERATING RESULTS BY BUSINESS SEGMENT

North American Consumer Products

Sales of the North American Consumer Products segment increased $148 million, or 10.4%, to $1.57 billion. Volume increased 3.7%, driven largely by Ore-Ida^® frozen potatoes, Heinz^® ketchup and the new TGI Friday’s^® Skillet Meals. The Ore-Ida^® growth was due to new products such as Steam n’ Mash^tm, combined with a shift in the timing of sales resulting from price increases. The Heinz^® ketchup improvement was largely due to a shift in the timing of sales in anticipation of price increases. These increases were partially offset by declines in Delimex^® frozen snacks due to a supply interruption. Net prices grew 6.9% reflecting price increases taken across the majority of the product portfolio over the last year to help offset higher commodity costs. Unfavorable Canadian exchange translation rates decreased sales 0.2%.

Gross profit increased $45 million, or 7.7%, to $631 million, due primarily to the sales increase. The gross profit margin decreased to 40.2% from 41.3%, as increased pricing and productivity improvements only partially offset increased commodity costs. Operating income increased $30 million, or 9.0%, to $360 million, reflecting the strong increase in sales, partially offset by higher commodity costs and increased S&D due to higher volume and fuel costs.

Europe

Heinz Europe sales increased $168 million, or 10.2%, to $1.81 billion. Volume increased 1.5%, principally as the U.K. and Continental Europe benefited from new product introductions. Volume increases were achieved on Heinz^® ketchup across Europe, Heinz^® beans and salad cream in the U.K. and Pudliszki^® branded products in Poland. These increases were partially offset by reduced volume in Russia and declines on frozen products in the U.K. as a result of price increases and supply constraints. Net pricing increased 5.9%, driven by Heinz^® ketchup, beans and soup, broad-based increases in our Russian market, frozen products in the U.K. and Italian infant nutrition products, partially offset by increased promotional spending in the U.K. Acquisitions, net of divestitures, increased sales 2.3%, primarily due to the acquisition of the Bénédicta^® sauce business in France during the second quarter of this year and the Wyko^® sauce business in the Netherlands at the end of Fiscal 2008. Favorable foreign exchange translation rates increased sales by 0.5%.

Gross profit increased $27 million, or 4.1%, to $673 million, driven by increased sales. Although foreign exchange translation has favorably impacted sales, cross currency purchases between the Euro and British Pound more than offset the benefit at gross profit. The gross profit margin decreased to 37.2% from 39.4%, as increased commodity costs and higher manufacturing costs in the frozen food plants were only partially offset by the improved pricing. Operating income decreased $7 million, or 2.3%, to $292 million, as the increase in sales was offset by higher commodity costs, volume and fuel-related increases in S&D and higher general and administrative expenses (“G&A”) reflecting investments in task forces and systems.

Asia/Pacific

Heinz Asia/Pacific sales increased $77 million, or 10.0%, to $844 million. Volume increased 3.0%, as significant improvements on nutritional beverage sales in India, frozen foods in Japan and ABC^® products in Indonesia were partially offset by declines in convenience meals in Australia and New Zealand. Australia and New Zealand are being impacted by timing of price increases and promotional activities and the economic downturn. Pricing increased 5.4%, due to increases on seafood and ABC^® sauces and syrup in Indonesia, convenience meals in Australia, nutritional beverages in India and Long Fong^® frozen products in China. This pricing helped offset continuing increases in commodity and fuel costs. Acquisitions and favorable exchange translation rates both increased sales by 0.8%.

Gross profit increased $29 million, or 11.3%, to $286 million, and the gross profit margin rose to 33.9% from 33.5%. The improvement in gross profit was due to increased volume and pricing, which

more than offset increased commodity costs. Operating income increased by $10 million, or 9.6%, to $117 million, primarily reflecting the increase in sales and gross margin, partially offset by increased S&D related to higher volume and fuel costs, higher G&A and increased marketing spending.

U.S. Foodservice

Sales of the U.S. Foodservice segment decreased $26 million, or 3.3%, to $744 million. Pricing increased sales 2.1%, largely due to increases on Heinz^® ketchup, portion control condiments and tomato products. Volume decreased by 4.8%, as higher volume on frozen desserts was more than offset by declines in other products. The volume reflects reduced restaurant foot traffic, the pro-active exiting of lower margin products and customers, as well as increased competition on our non-branded products.

Gross profit decreased $33 million, or 15.2%, to $181 million, and the gross profit margin decreased to 24.3% from 27.7%, due to higher commodity costs and lower volumes. Operating income decreased $31 million, or 33.0%, to $64 million, which is primarily due to the decline in gross profit.

Rest of World

Sales for Rest of World increased $58 million, or 33.0%, to $233 million. Volume increased 9.3% driven by increases in Latin America and the Middle East. Higher pricing increased sales by 26.0%, largely due to inflation in Latin America and commodity-related price increases in South Africa and the Middle East. Foreign exchange translation rates decreased sales 2.3%.

Gross profit increased $18 million, or 27.9%, to $80 million, due mainly to increased pricing and higher volume, partially offset by increased commodity costs. Operating income increased $5 million, or 19.9% to $28 million.

Liquidity and Financial Position

For the first six months of Fiscal 2009, cash provided by operating activities was $214 million, virtually flat with prior year. This reflects additional contributions made this year to fund the Company’s pension plans, increases in working capital, and the current year payment of the long-term incentive compensation accruals from Fiscal 2008, partially offset by an $82 million cash inflow from the settlement and maturity of foreign currency forward contracts that were discussed previously. The Company entered into new foreign currency contracts simultaneously with the settlement of the forward contracts discussed above, continuing the coverage for the balance of the year. The Company’s cash conversion cycle increased 7 days, to 54 days in the first six months of Fiscal 2009, which was largely related to lower average accounts payable, due to the settlement of hedge contract liabilities that were outstanding in the prior year.

During the first six months of Fiscal 2009, the Company contributed $36 million to fund its obligations under its pension and postretirement plans. Recent adverse conditions in the equity markets have caused the actual rate of return on the pension plan assets to be significantly below the Company’s assumed long-term rate of return of 8.2%. Also, the discount rates are expected to be higher than the 5.5% rate disclosed at Fiscal 2008 year end. As a result of these two partially offsetting factors, the Company is reevaluating the funding levels for the remainder of Fiscal 2009 and the full-year 2009 contributions may exceed the original projection of $80 million.

Cash used for investing activities totaled $232 million compared to $206 million last year. In the first six months of Fiscal 2009, cash paid for acquisitions, net of divestitures, required $103 million, primarily related to the acquisition of Benedicta, a table top sauce, mayonnaise and salad dressing business in France. This amount was partially offset by the sale of a small portion control foodservice business in the U.S. In the first six months of Fiscal 2008, cash paid for acquisitions, net of divestitures, required $37 million, primarily related to the acquisition of the license to the Cottee’s^® and Rose’s^® premium branded jams, jellies and toppings business in Australia and New Zealand and the buy-out of

the minority ownership on the Company’s Long Fong business in China, partially offset by the divestiture of a tomato paste business in Portugal. Capital expenditures totaled $124 million (2.4% of sales) compared to $132 million (2.8% of sales) in the prior year. In response to recent changes in economic conditions across the globe, the Company is reevaluating all non-critical capital projects.

Cash provided by financing activities totaled $449 million compared to cash used of $136 million last year. Proceeds from long-term debt were $850 million in the current year. The current year proceeds represent the sale of $500 million 5.35% Notes due 2013 as well as the sale of $350 million or 3,500 shares of H.J. Heinz Finance Company’s (a subsidiary of Heinz) Series B Preferred Stock. The proceeds from both transactions were used for general corporate purposes, including the repayment of commercial paper and other indebtedness incurred to redeem H.J. Heinz Finance Company’s Series A Preferred Stock. As a result, payments on long-term debt were $338 million this year compared to $2 million in the prior year. Proceeds from commercial paper and short-term debt were $118 million in the current year compared to $337 million in the prior year. Cash proceeds from option exercises, net of treasury stock purchases, provided $80 million of cash in the current year. Cash used for the purchases of treasury stock, net of proceeds from option exercises, was $242 million in the prior year. Dividend payments totaled $263 million, compared to $244 million for the same period last year, reflecting a 9.2% increase in the dividend on common stock for Fiscal 2009.

At October 29, 2008, the Company had total debt of $5.73 billion (including $206 million relating to the SFAS No. 133 hedge accounting adjustments) and cash and cash equivalents of $928 million. Total debt balances since prior year end have increased as the Company is holding higher levels of cash and cash equivalents during this period of economic uncertainty. Funding requirements for the Benedicta acquisition and the seasonal build-up of working capital also contributed to the increase in debt. The Company anticipates that debt will decrease throughout the balance of the fiscal year as cash flows accelerate in the second half of Fiscal 2009.

The Company and H.J. Heinz Finance Company (“HFC”) maintain a $2 billion credit agreement that expires in August 2009. The credit agreement supports the Company’s commercial paper borrowings. Although the Company has not historically renewed these types of credit agreements early, the Company anticipates that it and HFC will enter into a new credit agreement during the first six months of 2009. Until such time as a new credit agreement is put in place, commercial paper borrowings that have been classified as long-term debt will be classified as short-term debt on the balance sheet in accordance with generally accepted accounting principles.

Global capital and credit markets, including the domestic commercial paper markets, have recently experienced increased volatility and disruption. Despite this volatility and disruption, the Company has continued to have access to the commercial paper market, albeit at higher spreads to LIBOR than historical norms. 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 expansion programs, debt maturities, acquisitions, share repurchases and dividends to shareholders. While we are confident that we will finance the Company’s needs, there can be no assurance that continued or increased volatility and disruption in the global capital and credit markets will not impair our ability to access these markets on commercially acceptable terms.

The Company anticipates that the $800 million of remarketable securities will be remarketed on December 1, 2008.

As of October 29, 2008, the Company’s long-term debt ratings at Moody’s, Standard & Poor’s and Fitch Rating were Baa2, BBB and BBB, respectively.

During the first half of Fiscal 2009, the Company has continued to experience inflationary increases in commodity input costs and expects this trend to continue for the remainder of Fiscal 2009. The most significant commodity cost increases in Fiscal 2009 have been for packaging,

potatoes, edible oils, meats and tomato products. Price increases and continued productivity improvements are helping to offset these cost increases.

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 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 six months ended October 29, 2008. For additional information, refer to page 26 of the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2008.

As of the end of the second 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 $108 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

for fiscal years beginning after December 15, 2008, with early adoption prohibited. Thus, the Company will be required to adopt these standards on April 30, 2009, the first day of Fiscal 2010. The Company is currently evaluating the impact of adopting SFAS Nos. 141(R) and 160 on its consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133.” This new standard requires enhanced disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations, and how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company is currently evaluating the impact of adopting SFAS No. 161 in the fourth quarter of Fiscal 2009.

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 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,

	•	the ability to execute 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 in international markets, economic or political instability in those markets, particularly in Venezuela, and the performance of business in hyperinflationary environments,

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

	•	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 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 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 30, 2008.

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 six months ended October 29, 2008, except as disclosed in this quarterly report on Form 10-Q. For additional information, refer to pages 27-28 of the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2008.


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.

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 30, 2008, except as disclosed below. The risk factors disclosed in Part I, Item 1A to our Annual Report on Form 10-K for the fiscal year ended April 30, 2008, 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.

Competitive product and pricing pressures in the food industry and the financial condition of customer and suppliers could adversely affect the Company’s ability to gain or maintain market share and/or profitability.

The Company operates in the highly competitive food industry across its product lines competing with other companies that have varying abilities to withstand changing market conditions. Any significant change in the Company’s relationship with a major customer, including changes in product prices, sales volume, or contractual terms may impact financial results. Such changes may result because the Company’s competitors may have substantial financial, marketing, and other resources that may change the competitive environment. Private label brands sold by retail trade chains, which are typically sold at lower prices, are a source of competition for certain of our product lines. Such competition could cause the Company to reduce prices and/or increase capital, marketing, and other expenditures, or could result in the loss of category share. Such changes could have a material adverse impact on the Company’s net income. As the retail grocery trade continues to consolidate, the larger retail customers of the Company could seek to use their positions to improve their profitability through lower pricing and increased promotional programs. If the Company is unable to use its scale, marketing expertise, product innovation, and category leadership positions to respond to these changes, or is unable to increase its prices, its profitability and volume growth could be impacted in a materially adverse way. The success of our business depends, in part, upon the financial strength and viability of our suppliers and customers. The financial condition of those suppliers and customers are affected in large part by conditions and events that are beyond our control. A significant deterioration of their financial condition could adversely affect our financial results.


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

In the second quarter of Fiscal 2009, the Company repurchased the following number of shares of its common stock:

Maximum

Total Number of

Number of

Shares Purchased

Shares that

Total

Average

as Part of

May Yet Be

Number

Price

Publicly

Purchased

of Shares

Paid per

Announced Plans

Under the Plans

Period

Purchased

Share

or Programs

July 31, 2008—August 27, 2008

—

August 28, 2008—September 24, 2008

—

September 25, 2008—October 29, 2008

—

Total

—

The shares repurchased were acquired under the share repurchase program authorized by the Board of Directors on May 31, 2006 for a maximum of 25 million shares. All repurchases were made in open market transactions. As of October 29, 2008, 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.	Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders of H.J. Heinz Company was held in Pittsburgh, Pennsylvania, on August 13, 2008. The following individuals were elected as directors for a term expiring at the next annual meeting of the shareholders.


			Shares
Director	Shares For		Against		Abstentions

W. R. Johnson		262,469,245		2,192,039		2,943,472
C. E. Bunch		261,269,792		3,380,735		2,954,229
L. S. Coleman, Jr		261,607,692		2,925,189		3,071,875
J. G. Drosdick		262,973,263		1,651,702		2,979,791
E. E. Holiday		256,115,685		8,422,718		3,066,353
C. Kendle		263,303,532		1,298,749		3,002,474
D. R. O’Hare		263,239,404		1,381,360		2,983,991
N. Peltz		261,478,087		3,119,579		3,007,089
D. H. Reilley		263,273,285		1,347,223		2,984,247
L. C. Swann		263,203,376		1,405,835		2,995,545
T. J. Usher		263,329,515		1,286,215		2,989,026
M. F. Weinstein		262,386,815		2,152,607		3,065,333

Shareholders also acted upon the following proposals at the Annual Meeting:

Ratified the Audit Committee’s recommendation to appoint PricewaterhouseCoopers, LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending April 29, 2009. Votes totaled 261,170,937 for, 3,180,842 against or withheld, and 3,252,976 abstentions.

Approved the amendment of the By-Laws and Second Amended and Restated Articles of Incorporation to reduce the affirmative shareholder vote required to amend or repeal provisions relating to limitation of director liability and director and officer indemnification. Votes totaled 256,046,534 for, 7,996,618 against or withheld, and 3,561,603 abstentions.

Approved the amendment of the Second Amended and Restated Articles of Incorporation to reduce the affirmative shareholder vote required to approve certain business combinations with 10% shareholders. Votes totaled 255,267,856 for, 8,659,970 against or withheld, and 3,676,930 abstentions.


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)(i) Form of Revised Severance Protection Agreement.

10(a)(ii) H.J. Heinz Company Supplemental Executive Retirement Plan (as amended and restated effective November 12, 2008).

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.

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: November 21, 2008


	By:	/s/ Arthur B. Winkleblack

Arthur B. Winkleblack

Executive Vice President and

Chief Financial Officer

(Principal Financial Officer)

Date: November 21, 2008


	By:	/s/ Edward J. McMenamin

Edward J. McMenamin

Senior Vice President—Finance

and Corporate Controller

(Principal Accounting Officer)

EXHIBIT INDEX

DESCRIPTION OF EXHIBIT

Exhibits required to be furnished by Item 601 of Regulation S-K are listed below. Documents not designated as being incorporated herein by reference are furnished herewith. 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. The paragraph numbers correspond to the exhibit numbers designated in Item 601 of Regulation S-K.

10(a)(i) Form of Revised Severance Protection Agreement.

10(a)(ii) H.J. Heinz Company Supplemental Executive Retirement Plan (as amended and restated effective November 12, 2008).

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.

EX-10.A.I 2 l34061aexv10wawi.htm EX-10(A)(I) EX-10(a)(i)

Exhibit 10(a)(i)

SEVERANCE PROTECTION AGREEMENT

THIS AGREEMENT made as of the ___day of ___200___by and between the “Company” (as hereinafter defined) and (the “Executive”).

WHEREAS, the Board of Directors of the Company (the “Board”) recognizes that the possibility of a Change in Control (as hereinafter defined) exists and that the threat or the occurrence of a Change in Control can result in significant distractions of its key management personnel because of the uncertainties inherent in such a situation;

WHEREAS, the Board has determined that it is essential and in the best interest of the Company and its stockholders to retain the services of the Executive in the event of a threat or occurrence of a Change in Control and to ensure the Executive’s continued dedication and efforts in such event without undue concern for the Executive’s personal financial and employment security; and

WHEREAS, in order to induce the Executive to remain in the employ of the Company, particularly in the event of a threat of the occurrence of a Change in Control, the Company desires to enter into this Agreement with the Executive to provide the Executive with certain benefits in the event the Executive’s employment is terminated as a result of, or in connection with, a Change in Control.

NOW, THEREFORE, in consideration of the respective agreements of the parties contained herein, it is agreed as follows:

1. Term of Agreement. Subject to the remaining provisions of this Section 1, this Agreement shall commence as of the date of this Agreement and shall continue in effect until , 200_; provided, however, that commencing on each anniversary of thereafter, the term of this Agreement shall automatically be extended for one (1) year unless either the Company or the Executive shall have given written notice to the other at least ninety (90) days prior thereto that the term of this Agreement shall not be so extended; and provided, further, however, that notwithstanding any such notice by the Company not to extend, if a Change in Control occurs during the term of this Agreement, the term of this Agreement shall not expire before the expiration of 24 months after the occurrence of a Change in Control. Notwithstanding the foregoing, this Agreement shall expire and be of no further

force and effect in the event of any termination of employment that occurs prior to a Change in Control; provided, that, in the event that a Change in Control actually occurs following such termination of employment, nothing in this Section 1 shall prohibit the Executive from asserting that his or her termination of employment was for Good Reason, consistent with the terms of this Agreement.

2. Definitions.

2.1. Accrued Compensation. For purposes of this Agreement, “Accrued Compensation” shall mean an amount which shall include all amounts earned or accrued through the “Termination Date” (as hereinafter defined) but not paid as of the Termination Date including (i) base salary, (ii) reimbursement for reasonable and necessary expenses incurred by the Executive on behalf of the Company during the period ending on the Termination Date, (iii) vacation pay, and (iv) bonuses and incentive compensation (other than the “Pro Rata Bonus” (as hereinafter defined)).

2.2. Base Amount. For purposes of this Agreement, “Base Amount” shall mean the greater of the Executive’s annual base salary (a) at the rate in effect on the Termination Date or (b) at the highest rate in effect at any time during the ninety (90) day period before the Change in Control, and shall include all amounts of the Executive’s base salary that are deferred under the qualified and non-qualified employee benefit plans of the Company or any other agreement or arrangement.

2.3. Bonus Amount. For purposes of this Agreement, “Bonus Amount” shall mean the average of the annual [cash] bonuses [(including both cash bonus and any cash bonus foregone by the Executive in exchange for restricted stock units of the Company)] paid or payable during the three full fiscal years ended before the Termination Date or, if greater, the three full fiscal years ended before the Change in Control (or, in each case, such lesser period for which [cash] annual bonuses [(including both cash bonus and any cash bonus foregone by the Executive in exchange for restricted stock units of the Company)] were paid or payable to the Executive); provided, that, in the event the Executive has not been employed by the Company for a full fiscal year, the “Bonus Amount” shall equal the Executive’s target annual [cash] bonus during the year of termination of employment.

2.4. Cause. For purposes of this Agreement, a termination of employment is for “Cause” if (a) the Executive has been convicted of, or has entered a plea of nolo contendere to, (i) a crime constituting a felony under the laws of the United States or any state thereof or (ii) a misdemeanor involving moral turpitude, or (b) the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board that the Executive (i) intentionally and continually failed substantially to perform the Executive’s reasonably assigned duties with the Company (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from the Executive’s assignment of duties that would constitute “Good Reason” as hereinafter defined) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance has been delivered to the Executive by the Company specifying the manner in which the Executive has failed substantially to perform, or (ii) intentionally engaged in conduct which is demonstrably and materially injurious to the Company; provided, however, that no termination of the Executive’s employment shall be for Cause as set forth in clause (ii) above until (x) there shall have been delivered to the Executive a copy of a written notice setting forth that the Executive was guilty of the conduct set forth in clause (ii) and specifying the particulars thereof in detail, and (y) the Executive shall have been provided an opportunity to be heard in person by the Board (with the assistance of the Executive’s counsel if the Executive so desires). No act, nor failure to act, on the Executive’s part, shall be considered “intentional” unless the Executive has acted, or failed to act, with a lack of good faith and with a lack of reasonable belief that the Executive’s action or failure to act was in the best interest of the Company.

2.5. Change in Control. For purposes of this Agreement:

(a) A “Change in Control” shall mean any of the following events:

(1) An acquisition (other than directly from the Company) of any voting securities of the Company (the “Voting Securities”) by any “Person” (as the term person is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) immediately after which such Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of twenty percent

(20%) or more of the combined voting power of the Company’s then outstanding Voting Securities; provided, however, that in determining whether a Change in Control has occurred, Voting Securities which are acquired in a “Non-Control Acquisition” (as hereinafter defined) shall not constitute an acquisition which would cause a Change in Control. A “Non-Control Acquisition” shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or (y) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a “Subsidiary”), (ii) the Company or any Subsidiary, or (iii) any Person in connection with a “Non-Control Transaction” (as hereinafter defined).

(2) The individuals who, as of the date of this Agreement, are members of the Board (the “Incumbent Board”), cease for any reason to constitute at least two-thirds of the Board; provided, however, that if the election, or nomination for election by the Company’s stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this Agreement, be considered as a member of the Incumbent Board; provided, further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened “Election Consent” (as described in Rule 14a-11 promulgated under the 1934 Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a “Proxy Contest”) including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest;

(3) A merger, consolidation or reorganization involving the Company or a subsidiary of the Company, unless

(i) the Voting Securities of the Company, immediately before such merger, consolidation or reorganization, continue immediately following such merger, consolidation or reorganization to represent, either by remaining outstanding or by being converted into voting securities of the surviving corporation resulting from such merger, consolidation or reorganization or its parent (the “Surviving Corporation”), at least sixty percent (60%) of the combined

voting power of the outstanding voting securities of the Surviving Corporation;

(ii) the individuals who were members of the Incumbent Board immediately before the execution of the agreement providing for such merger, consolidation or reorganization constitute more than one-half of the members of the board of directors of the Surviving Corporation; and

(iii) no person (other than the Company, any Subsidiary, any employee benefit plan (or any trust forming a part thereof) maintained by the Company, the Surviving Corporation or any Subsidiary, or any Person who, immediately before such merger, consolidation or reorganization had Beneficial Ownership of fifteen percent (15%) or more of the then outstanding Voting Securities) has Beneficial Ownership of fifteen percent (15%) or more of the combined voting power of the Surviving Corporation’s then outstanding voting securities.

(a transaction described in clauses (i) through (iii) shall herein be referred to as a “Non-Control Transaction”);

(4) A complete liquidation or dissolution of the Company; or

(5) The consummation of a sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any Person (other than a transfer to a Subsidiary).

(b) Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired Beneficial Ownership of more than the permitted amount of the outstanding Voting Securities as a result of the acquisition of Voting Securities by the Company which, by reducing the number of Voting Securities outstanding, increases the proportional number of shares Beneficially Owned by the Subject Person, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional voting Securities which increases the percentage of the then outstanding Voting

Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur.

(c) Notwithstanding anything contained in this Agreement to the contrary, if the Executive’s employment is terminated before a Change in Control and the Executive reasonably demonstrates that such termination (1) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control and who effectuates a Change in Control (a “Third Party”) or (2) otherwise occurred in connection with, or in anticipation of, a Change in Control which actually occurs, then for all purposes of this Agreement, the date of a Change in Control with respect to the Executive shall mean the date immediately before the date of such termination of the Executive’s employment.

2.6. Company. For purposes of this Agreement, the “Company” shall mean H. J. Heinz Company, a Pennsylvania corporation with its principal offices at Pittsburgh, Pennsylvania, and shall include its “Successors and Assigns” (as hereinafter defined).

2.7. Disability. For purposes of this Agreement, “Disability” shall mean a physical or mental infirmity which impairs the Executive’s ability to substantially perform the Executive’s duties with the Company for a period of one hundred eighty (180) consecutive days and the Executive has not returned to the Executive’s full time employment before the Termination Date as stated in the “Notice of Termination” (as hereinafter defined).

2.8. Good Reason. For purposes of this Agreement:

(a) “Good Reason” shall mean the occurrence after a Change in Control of any of the events or conditions described in subsections (l) through (7) hereof:

(1) a change in the Executive’s title, position, duties or responsibilities (including reporting responsibilities) which represents a material adverse change from the Executive’s title, position, duties or responsibilities as in effect at any time within ninety (90) days preceding the date of a Change in Control or at any time thereafter; or any removal of the Executive from or failure to reappoint or reelect him to any one of such offices or

positions that represents a material adverse change, except in connection with the termination of the Executive’s employment for Disability, Cause, as a result of the Executive’s death or by the Executive other than for Good Reason;

(2) a material reduction in the Executive’s base salary or any failure to pay the Executive any compensation or benefits to which the Executive is entitled within five (5) days of the date due;

(3) the Executive being required by the Company to perform the Executive’s regular duties at any place outside a 30-mile radius from the place where the Executive’s regular duties were performed immediately before the Change in Control, except for reasonably required travel on the Company’s business which is not materially greater than such travel requirements in effect immediately before the Change in Control;

(4) the failure by the Company to provide the Executive with compensation and benefits, in the aggregate, that are not materially less (in opportunities) than those provided for under the compensation and employee benefit plans, programs and practices in which the Executive was participating at any time within ninety (90) days preceding the date of a Change in Control or at any time thereafter, which may include, but not be limited to, the plans listed on Appendix A;

(5) any material breach by the Company of any provision of this Agreement;

(6) any purported termination of the Executive’s employment for Cause by the Company which does not comply with the terms of Section 2.4; or

(7) the failure of the Company to obtain an agreement from any Successors and Assigns to assume and agree to perform this Agreement, as contemplated in Section 7 hereof.

In order to invoke a termination for Good Reason, the Executive shall provide written notice to the Company of a condition described in clauses (1) through (7) within 90 days following the Executive’s initial knowledge of the existence of such condition or conditions, specifying in reasonable detail the conditions constituting Good Reason, and the Company shall have 14 days following receipt of such written notice during which it may remedy the condition. If the Company fails to remedy the specified conditions within such

14-day period, the Executive must terminate employment within 30 days following the end of such 14-day period for termination to constitute a termination for Good Reason.

(b) Any event or condition described in this Section 2.8(a)(1) through (7) which occurs before a Change in Control but which the Executive reasonably demonstrates (1) was at the request of a Third Party, or (2) otherwise arose in connection with, or in anticipation of, a Change in Control which actually occurs, shall constitute Good Reason for purposes of this Agreement notwithstanding that it occurred before the Change in Control and without regard to the notice and cure provisions of Section 2.8(a) which shall not apply with respect to such event or condition.

2.9. Notice of Termination. For purposes of this Agreement, following a Change in Control, “Notice of Termination” shall mean a written notice of termination from the Company of the Executive’s employment which indicates the specific termination provision in this Agreement relied upon and which sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.

2.10. Pro Rata Bonus. For purposes of this Agreement, “Pro Rata Bonus” shall mean an amount equal to the Bonus Amount multiplied by a fraction, the numerator of which is the number of days in the fiscal year through the Termination Date and the denominator of which is 365.

2.11. Successors and Assigns. For purposes of this Agreement, “Successor and Assigns” shall mean a corporation or other entity which has acquired or succeeded to all or substantially all or the assets and business of the Company (including this Agreement) whether by operation of law or otherwise.

2.12. Termination Date. For purposes of this Agreement, “Termination Date” shall mean in the case of the Executive’s death, the Executive’s date of death, in the case of Good Reason, the last day of the Executive’s employment, and in all other cases, the date specified in the Notice of Termination; provided, however, that if the Executive’s employment is terminated by the Company for Cause or due to Disability, the date specified in the Notice of Termination shall be at least 30 days from the date the Notice of Termination is given to the Executive, provided that in the case of Disability the Executive shall not have returned to the full-time performance of the Executive’s duties during such period of at least 30 days.

3. Termination of Employment.

3.1. Amount of Compensation and Benefits. If, during the term of this Agreement, the Executive’s employment with the Company shall be terminated within twenty-four (24) months following a Change in Control, the Executive shall be entitled to the following compensation and benefits:

(a) If the Executive’s employment with the Company shall be terminated (1) by the Company for Cause or Disability, (2) by reason of the Executive’s death, or (3) by the Executive for other than Good Reason, the Company shall pay to the Executive the Accrued Compensation and, if such termination is by the Company due to the Executive’s Disability or by reason of the Executive’s death, a Pro Rata Bonus.

(b) If the Executive’s employment with the Company shall be terminated for any reason other than as specified in Section 3.1(a), the Executive shall be entitled to the following:

(i) the Company shall pay the Executive all Accrued Compensation and an amount equal to the bonus that the Executive would have received for the year of termination, determined without regard to such termination, and based on the actual performance of the Company, pro-rated for the number of days the Executive was employed by the Company during such year.

(ii) the Company shall pay the Executive as severance pay in lieu of any further compensation for periods subsequent to the Termination Date, in a single payment an amount in cash equal to [three (3)/two (2)] times the sum of (A) the Base Amount and (B) the Bonus Amount; and

(iii) for a number of months equal to [thirty-six (36)/twenty four (24)] (the “Continuation Period”), the Company shall at its expense continue on behalf of the Executive and the Executive’s dependents and beneficiaries the life insurance, medical, dental and hospitalization benefits provided (x) to the Executive immediately prior to the Change in Control or at any time thereafter or (y) to other similarly situated executives who continue in the

employ of the Company during the Continuation Period. The coverage and benefits (including deductibles and costs) provided in this Section 3.1(b)(iii) during the Continuation Period shall be no less favorable to the Executive and the Executive’s dependents and beneficiaries, than the most favorable of such coverages and benefits during any of the periods referred to in clauses (x) and (y) above. The Company’s obligation hereunder with respect to the foregoing benefits shall be limited to the extent that the Executive becomes eligible for any such benefits pursuant to a subsequent employer’s benefit plans (whether or not the Executive actually elects coverage), in which case the Company may reduce the coverage of any benefits it is required to provide the Executive hereunder as long as the aggregate coverages and benefits of the combined benefit plans (computed assuming that the Executive elected to participate in the subsequent employer’s benefit plans to the maximum extent allowable) is no less favorable to the Executive than the coverages and benefits required to be provided hereunder. This subsection (iii) shall not be interpreted so as to limit any benefits to which the Executive, the Executive’s dependents or beneficiaries may be entitled under any of the Company’s employee benefit plans, programs or practices following the Executive’s termination of employment, including without limitation, retiree medical and life insurance benefits; and

(iv) the Company shall pay in a single payment an amount in cash equal to the excess of (A) the lump sum actuarial equivalent of the aggregate retirement benefit the Executive would have been entitled to receive under the Company’s supplemental and other retirement plans including, but not limited to, the retirement plans listed in Appendix A, had (w) the Executive remained employed by the Company for an additional [two/three] complete years of credited service, (x) the Executive’s annual compensation during such period been equal to the Executive’s Base Salary and the Bonus Amount, (y) the Company made employer contributions to each defined contribution plan in which the Executive was a participant at the Termination Date (in the amount that would have been contributed based on the assumptions in (w) and (x) above) and (z) the

Executive been fully (100%) vested in the Executive’s benefit under each retirement plan in which the Executive was a participant, over (B) the lump sum actuarial equivalent of the aggregate retirement benefit the Executive is actually entitled to receive under such retirement plans. For purposes of this subsection (iv), the “lump sum actuarial equivalent” shall be determined in accordance with the “Lump Sum Factors” as prescribed under the terms of the Employees’ Retirement System of H. J. Heinz Company Plan “A” – For Salaried Employees immediately before the Executive’s termination of employment.

(c) The amounts provided for in Sections 3.1(a) and 3.1(b)(i), (ii) and (iv) shall be paid in a single lump sum cash payment as soon as reasonably practicable following the Executive’s Termination Date (or earlier, if required by applicable law), provided that, the pro-rated bonus described in Section 3.1(b)(i) shall be paid at the normally scheduled time for annual bonuses.

(d) The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment except as provided in Section 3.1(b)(iii).

(e) Notwithstanding the foregoing, the payments otherwise due hereunder may be limited to the extent provided in Section 5 and Section 12(b) hereof.

3.2. Coordination with other Compensation and Benefits.

(a) The severance pay and benefits provided for in this Section 3 shall be in lieu of any other severance or termination pay to which the Executive may be entitled under any other Company plan, program, practice or arrangement providing severance benefits.

(b) The Executive’s entitlement to any other compensation or benefits shall be determined in accordance with the Company’s employee benefit plans (including, the plans listed on Appendix A) and other applicable programs, policies and practices then in effect.

4. Notice of Termination. Following a Change in Control, any purported termination of the Executive’s employment by the Company and/or the Employer shall be communicated by Notice of Termination to the Executive. For purposes of this Agreement, no such purported termination shall be effective without such Notice of Termination.

5. Excise Tax Limitation.

(a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, the Executive under any other Company plan or agreement (such payments or benefits are collectively referred to as the “Payments”) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of l986, as amended (the “Code”), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to the Executive shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “Limited Payment Amount”). The reduction provided for in the preceding sentence shall not apply, and Section 6 below shall apply, if the Payments, prior to any reduction in accordance with the preceding sentence, exceed one hundred and ten percent (110%) of the maximum amount which could be received without incurring the Excise Tax.

(b) If a reduction is required pursuant to Section 5(a), unless the Executive shall have given prior written notice specifying a different order to the Company to effectuate the Limited Payment Amount, the Company shall reduce or eliminate the Payments by first reducing or eliminating those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time for the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation.

(c) An initial determination as to whether the Payments shall be reduced to the Limited Payment Amount pursuant to the Plan and the calculation of such Limited Payment Amount shall be made at the Company’s expense by an accounting firm selected by the Company which is designated as one of the five largest accounting firms in the United States (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”) together with detailed supporting calculations and

documentation to the Company and the Executive within five (5) days of the Termination Date if applicable, or such other time as requested by the Company or by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax) and, if the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to a Payment or Payments, it shall furnish to the Executive an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such Payment or Payments. Within ten (10) days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”). If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and the Executive subject to the application of Section 5(d) below.

(d) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that the Payments to be made to, or provided for the benefit of, the Executive either have been made or will not be made by the Company which, in either case, will be inconsistent with the limitations provided in Section 5(a) (hereinafter referred to as an “Excess Payment” or “Underpayment” respectively). If it is established, pursuant to a final determination of a court or an Internal Revenue Service (the “IRS”) proceeding which has been finally and conclusively resolved, that an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to be a loan to the Executive made on the date the Executive received the Excess Payment and the Executive shall repay the Excess Payment to the Company on demand (but not less than ten (10) days after written notice is received by the Executive) together with interest on the Excess Payment at the applicable “federal short term rate” prescribed pursuant to Code section 1274(d)(1)(C)(i) (hereinafter the “Applicable Federal Rate”) from the date of the Executive’s receipt of such Excess Payment until the date of such repayment. In the event that it is determined (i) by the Accounting Firm, the Company (which shall include the position taken by the Company, or together with its consolidated group, on its federal income tax return) or the IRS, (ii) pursuant to a determination by a court, or (iii) upon the resolution to the Executive’s satisfaction of the Dispute, that an Underpayment has occurred, the Company shall pay an amount equal to the Underpayment to the Executive within ten (10) days of such determination or resolution together with interest on such amount at the Applicable Federal Rate from the date such amount would have been paid to the Executive until the date of payment.

6. Excise Tax Indemnification. If the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, the Executive under any other Company plan or agreement are subject to the excise

tax imposed under Section 4999 of the Internal Revenue Code of l986, as amended (the “Code”), or under any other similar provision of the laws of any state or local jurisdiction within the United States (the “Excise Tax”), the Company shall indemnify and hold harmless the Executive and the Executive’s heirs, executors, administrators and permitted assigns (all such aforesaid parties shall be referred to as “Indemnified Parties”) from and against any loss (“the Loss”) incurred by imposition on the Executive of the Excise Tax, such indemnification to be implemented by paying to the Indemnified Parties an amount (“Indemnification Payment”) as hereinafter provided. The intent of this Section 6 is to provide for payments or reimbursements on a grossed-up basis which are sufficient, but not more than sufficient, to make the Indemnified Parties economically whole with respect to any Excise Tax imposed on the Executive’s Share, any costs of contesting any such Excise Tax and any other taxes imposed by reason of a loan to the Indemnified Parties pending resolution of any such contest, and the foregoing provisions are to be interpreted accordingly.

6.1. Amount of Indemnification Payment. The Indemnification Payment shall be the amount which, after deduction of all income taxes and additional federal, state and local taxes (including, without limitation, any additional Excise Tax) required to be paid by the Executive in respect of receipt of the Indemnification Payment (assuming, for this purpose, that the Executive is subject to the highest marginal rate of federal income taxation in effect during the calendar year in which the Indemnification Payment is to be made and that state and local income taxes are due for such year at the highest marginal rates of taxation in effect in the state and locality of the Executive’s residence on the date of payment, and applying the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes, but assuming that the Executive has no other deductions or credits available to reduce such taxes), shall be equal to the sum of (i) the Excise Tax resulting in the Loss and (ii) the net amount of any interest, penalties or additions to tax payable to any taxing authority (after allowing for the deduction of such amounts, to the extent properly deductible, for federal, state or local income tax purposes) as a result of the Loss. The amount determined above shall be adjusted to take into account on a grossed-up basis any expenses described in Section 6.3(a) and any additional taxes incurred by reason of the inclusion in income of, or imputation of, interest on any advance pursuant to Section 6.3(b).

6.2. Time of Indemnification Payment. The Indemnification Payment (or each applicable portion thereof) shall be made within thirty (30) days after the compensation or benefits (or each applicable portion thereof) to which the Excise Tax (as determined by the Company) relates is received by the

Executive. Additional Indemnification Payments shall be made within thirty (30) days after receipt by the Company of written notice from the Executive of any claim by a taxing authority that any additional Excise Tax is due, which notice by the Executive shall include a copy of the written statement from the taxing authority setting forth the amount of additional tax, interest, penalties or additions to tax claimed to be due in respect thereof; provided that, if a contest is being conducted pursuant to Section 6.3 below, any additional Indemnification Payments (or applicable portion thereof) shall not be required to be made shall until 30 days after the completion or termination of such contest except as provided in Section 6.3(b) below. Any Indemnification Payment required hereunder and not timely made shall accrue interest until paid at the Applicable Federal Rate. Without limiting the application of the foregoing, in all events, Indemnification Payments for tax amounts owed by the Executive shall be paid no later than the end of the calendar year following the calendar year in which the Executive remits such tax amounts to the applicable tax authority.

6.3. Management of Tax Contests. The Company shall have the sole and exclusive right to initiate and to conduct on behalf of the Indemnified Parties all aspects of any contest or appeal of any tax controversy relating to the Excise Tax. The Indemnified Parties shall cooperate with the Company in the conduct of any such contest or appeal (at the expense of the Company). The indemnifications provided for in this Section 6 are conditional on the Company receiving from the Indemnified Parties timely notice of any actual or threatened tax controversy relating to the Excise Tax (including, without limitation, an inquiry or notice of audit by a taxing authority with respect to the years involved or any request for extension of the period for assessment or collection of taxes for such years) and upon the continuing cooperation of the Indemnified Parties during the course of any such contest or appeal.

(a) During the course of any such contest or appeal the Company shall promptly defray any and all expenses that the Indemnified Parties may incur as a result of contesting such proposed Excise Tax, including, without limitation, indemnification and prompt payment of all costs, legal and accounting fees and disbursements, bonding fees, or other litigation related expenses so incurred.

(b) If the Company shall elect to contest a proposed Excise Tax by causing the Indemnified Parties to make payment and then seek a refund,

then the Company shall advance to the Indemnified Parties, on an interest-free basis, the aggregate amount of the required payment. If as a result of such contest a refund becomes payable to the Indemnified Parties, upon receipt of such refund the Indemnified Parties shall promptly pay over to the Company the amount of such refund (and included interest) received by the Indemnified Parties (which amount shall be deemed to be in repayment of the loan advanced by the Company to the extent fairly attributable thereto), subject to offset of any Indemnification Payment then due and owing by the Company to the Indemnified Parties pursuant to this Section 6. Upon final denial of any such refund or a portion thereof, the Company shall forgive the amount of such advance fairly attributable to the amount not refunded (which forgiveness shall be applied against the Indemnification Payment determined under Section 6.1.

7. Successors; Nonalienation.

7.1. Successors.

(a) This Agreement shall be binding upon and shall inure to the benefit of the Company, its Successors and Assigns and the Company shall require any Successor and Assigns to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place.

(b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal personal representative.

7.2. Nonalienation. Neither this Agreement nor any right or interest hereunder shall be assignable or transferable by the Executive, the Executive’s beneficiaries or legal representatives, except by will or by the laws of descent and distribution.

8. Settlement of Claims and Resolution of Disputes. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against the Executive or others. Any disputes arising under or in connection with this Agreement shall, at the discretion of the Executive or the Company, be resolved by binding arbitration, to be held in Pittsburgh, Pennsylvania, in accordance with the rules and procedures of the American Arbitration Association. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction

thereof. If arbitration is not requested by either party, any action brought by any party to this Agreement shall be brought and maintained in a court of competent jurisdiction in Pittsburgh, Pennsylvania.

9. Fees and Expenses.

(a) Subject to Section 9(b) below, the Company shall pay all reasonable legal fees and related expenses (including the costs of experts, evidence and counsel) incurred by the Executive as they become due as a result of (1) the Executive’s termination of employment (including all such fees and expenses, if any, incurred in contesting or disputing any such termination of employment), (2) the Executive seeking to obtain or enforce any right or benefit provided by this Agreement or by any other plan or arrangement maintained by the Company under which the Executive is or may be entitled to receive benefits, and (3) the Executive’s hearing before the Board as contemplated in Section 2.4 of this Agreement; provided, however, that the circumstances set forth in clauses (1) and (2) (other than as a result of the Executive’s termination of employment under circumstances described in Sections 2.5(c) and 2.8(b)) occurred on or after a Change in Control.

(b) Section 9(a) shall not apply, and all legal fees and related expenses incurred by the Executive shall remain the responsibility of the Executive, if the Executive does not prevail on at least one material issue in dispute in such contest or dispute.

10. Notice. For the purposes of this Agreement, notices and all other communications provided for in the Agreement (including the Notice of Termination) shall be in writing and shall be deemed to have been duly given when personally delivered or sent by certified mail, return receipt requested, postage prepaid, addressed to the respective addresses last given by each party to the other, provided that all notices to the Company shall be directed to the attention of the Board with a copy to the Secretary of the Company. All notices and communications shall be deemed to have been received on the date of delivery thereof or on the third business day after the mailing thereof, except that notice of change of address shall be effective only upon receipt.

11. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company (except for any severance or termination policies, plans, programs or practices) and for which the Executive may qualify, nor shall anything herein limit or reduce such rights as the Executive may have under any other agreements with the Company

(except for any severance or termination agreement). Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan or program of the Company shall be payable in accordance with such plan or program, except as explicitly modified by this Agreement.

12. Miscellaneous.

(a) No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreement or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

(b) Notwithstanding Section 12(a) or any other provision of this Agreement to the contrary, if consummation of a transaction may be contingent on the parties’ ability to use pooling of interests accounting and the Company reasonably determines (after consultation with its independent auditors) that a provision of this Agreement would preclude the use of pooling of interests accounting with respect to such transaction, the Company may, with or without the acquiescence of the Executive, eliminate or modify that provision to the extent required to allow pooling of interests accounting.

13. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to the conflict of laws principles thereof.

14. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.

15. Code Section 409A. Notwithstanding any provision to the contrary, all provisions of this Agreement shall be construed and interpreted to comply with Code section 409A and applicable regulations thereunder and if necessary, any provision shall be held null and void to the extent such provision (or part thereof) fails to comply with Code section 409A or regulations thereunder. For purposes of the limitations on nonqualified deferred compensation under Code section 409A, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for

purposes of applying the deferral election rules and the exclusion for certain short-term deferral amounts under Code section 409A. Any amounts payable under this Agreement solely on account of an involuntary separation from service within the meaning of Code section 409A shall be excludible from the requirements of Code section 409A, either as involuntary separation pay or as short-term deferral amounts (e.g., amounts payable under the schedule prior to March 15 of the calendar year following the calendar year of involuntary separation) to the maximum possible extent. To the extent that deferred compensation subject to the requirements of Code section 409A becomes payable under this Agreement to a “specified employee” (within the meaning of Code section 409A) on account of separation from service, any such payments shall be delayed by six months to the extent necessary to comply with the requirements of Code section 409A. Further, any reimbursements or in-kind benefits provided under this Agreement that are subject to Code section 409A shall be made or provided in accordance with the requirements of Code section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

16. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior agreements, if any, understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof.

[Remainder of page intentionally left blank; signature page to follow.]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and the Executive has executed this Agreement as of the day and year first above written.

H. J. HEINZ COMPANY

ATTEST:

By:

Name: Rene Biedzinski

Name:

D.E.I. Smyth

Title: Secretary

Title:

Senior Vice President - Corporate and Government Affairs and Chief Administrative Officer

By:

[Insert Name of the Executive]

APPENDIX A

COMPENSATION AND BENEFIT PLANS

Retirement Plans

H. J. Heinz Company Employees Retirement and Savings Plan
Employees’ Retirement System of H. J. Heinz Company Plan “A” – For Salaried Employees
H. J. Heinz Company Supplemental Executive Retirement Plan
H. J. Heinz Company Employees Retirement and Savings Excess Plan

Welfare Plans

H. J. Heinz Company Non-bargaining Employees Welfare Benefit Program

Components of Welfare Benefits Program

	•		Medical and Prescription Drug Coverage

	•		Dental Coverage

	•		Vision Coverage

	•		Short-Term Disability Plan

	•		Medical and Dependent Care Flexible Spending Accounts

	•		Tuition Reimbursement Plan

H. J. Heinz Company Voluntary Employees’ Beneficiary Association Long Term Disability Plan*

H. J. Heinz Company Severance Pay Plan

Executive Life Insurance Plan

Executive Group Umbrella Liability Plan

Long Term Care Plan


*		Executives are eligible for Supplemental Disability coverage on preferred terms with UNUM Provident. This is a voluntary program, at the executive’s own expense.

APPENDIX A (CONT’D)

COMPENSATION AND BENEFIT PLANS

Other Compensation and Benefit Plans

H. J. Heinz Company Incentive Compensation Plan (“SSP”)

H. J. Heinz Company Senior Executive Incentive Compensation Plan

Global Stock Purchase Plan

1986 Deferred Compensation Program for Executives of H. J. Heinz Company and Affiliated Companies

H. J. Heinz Company Executive Deferred Compensation Plan

Stock Option Plans

	•		H. J. Heinz Company 1990 Stock Option Plan

	•		H. J. Heinz Company 1994 Stock Option Plan

	•		H. J. Heinz Company 1996 Stock Option Plan

	•		H. J. Heinz Company 2000 Stock Option Plan

	•		H. J. Heinz Company FY2003 Stock Incentive Plan

Plus any employee benefit plans, programs and practices that would be specific to an Executive who does not participate in U.S. benefit plans, programs and practices.

EX-10.A.II 3 l34061aexv10wawii.htm EX-10(A)(II) EX-10(a)(ii)

Exhibit 10(a)(ii)

H. J. HEINZ COMPANY

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(as amended and restated effective November 12, 2008)

H. J. HEINZ COMPANY

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(as amended and restated effective November 12, 2008)

Table of Contents


	Page
ARTICLE 1		1
Definitions		1
Section 1.1. Account		1
Section 1.2. Actuarial Equivalent Value		1
Section 1.3. Affiliate		1
Section 1.4. Board		1
Section 1.5. Code		1
Section 1.6. Company		1
Section 1.7. Compensation		1
Section 1.8. Continuous Service		2
Section 1.9. Deferred Compensation Program		2
Section 1.10. EBAB		2
Section 1.11. Employee		2
Section 1.12. Employer		2
Section 1.13. Excess Plan		2
Section 1.14. Final Average Compensation		2
Section 1.15. Interest Credit		2
Section 1.16. Key Employee		2
Section 1.17. MIP		3
Section 1.18. Member		3
Section 1.19 Office of the Chairman		3
Section 1.20. Pay Credit		3
Section 1.21. Plan		3
Section 1.22. Plan A		3
Section 1.23. Plan A Benefit		3
Section 1.24. Plan Year		3
Section 1.25. Release		4
Section 1.26. RSP		4
Section 1.27. RSP Company Account Benefit		4
Section 1.28. Restricted Stock Unit		4
Section 1.29. Separation from Service		5
Section 1.30. Spouse		5
Section 1.31. Stock Incentive Plan		5
Section 1.32. Total Cash Band		5
ARTICLE 2		6
Participation and Eligibility for Benefits		6
Section 2.1. Participation		6


	Page
Section 2.2. Eligibility for Benefits		6
Section 2.3. Death		7
ARTICLE 3		8
Benefits		8
Section 3.1. Amount of Benefits		8
Section 3.2. Payment of Benefits		10
Section 3.3. Benefits in Cases of Reemployment		11
ARTICLE 4		12
Administration		12
Section 4.1. EBAB		12
Section 4.2. Powers		12
Section 4.3. Quorum and EBAB Actions		13
Section 4.4. Liability Insurance and Indemnification		13
Section 4.5. Facility of Payment		13
Section 4.6. Expenses		13
ARTICLE 5		14
Amendment and Termination		14
Section 5.1. Right to Amend or Terminate		14
Section 5.2. Termination Procedures		14
ARTICLE 6		15
Miscellaneous		15
Section 6.1. Headings		15
Section 6.2. Source of Payment		15
Section 6.3. Authorization for Trust		15
Section 6.4. No Employment Rights		15
Section 6.5. Benefits Not Assignable		15
Section 6.6. Laws Applicable		15
Section 6.7. Number and Gender		16
Section 6.8. Compliance with Code Section 409A		16
ARTICLE 7		17
Claims Procedure		17
Section 7.1. Disposition of Claim		17
Section 7.2. Appeals		17
Section 7.3. EBAB Decision Final		17
EXHIBIT A		18
PAST SERVICE BENEFIT BASED ON SERVICE AND		18
FINAL AVERAGE COMPENSATION (FAC)		18
APPENDIX I		19
CEO ADDITIONAL BENEFIT		19
APPENDIX II		21
HUBINGER BENEFIT		21
APPENDIX III		22
SPECIAL ENHANCEMENTS		22

- ii -

H. J. HEINZ COMPANY
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(as amended and restated effective November 12, 2008)

H. J. HEINZ COMPANY, a Pennsylvania corporation with its principal offices at Pittsburgh, Pennsylvania, in order to compensate executive employees for retirement benefits which cannot be paid under the Company’s qualified plans because of statutory limitations and to aid in the recruitment and retention of such employees, adopted this Supplemental Executive Retirement Plan effective May 1, 1989. The Plan has been amended from time to time thereafter and is hereby amended and restated, with all changes to be effective September 1, 2007. This restatement applies to Members who terminate employment on or after the applicable effective date. Benefits with respect to any Member who terminated employment before the applicable effective date shall be governed by the prior provisions of the Plan as in effect at the relevant time, except as otherwise specifically stated elsewhere herein. Benefits accruing or vesting under the Plan after December 31, 2004 are subject to the provisions of Code section 409A. Benefits that accrued and vested before January 1, 2005 are not subject to Code section 409A unless the provisions of the Plan relating to such amounts are materially modified after October 3, 2004.

ARTICLE 1
Definitions

Unless otherwise required by the context, capitalized terms used herein shall have the meanings set forth in this Article 1. Any capitalized term not specifically defined herein shall have the meaning set forth in Plan A.

Section 1.1. Account shall mean the unfunded bookkeeping account maintained under the Plan for each Member to record the amount of the Member’s cash balance accrual for periods after April 30, 2004.

Section 1.2. Actuarial Equivalent Value shall mean the “Lump Sum Value” as defined in Plan A.

Section 1.3. Affiliate shall mean H. J. Heinz Finance Company and any corporation, partnership, trust, or sole proprietorship, whether domestic or foreign, which is affiliated with the Company through direct or indirect ownership of greater than fifty percent (50%) of the voting and equity interests therein.

Section 1.4. Board shall mean the Board of Directors of the Company.

Section 1.5. Code shall mean the Internal Revenue Code of 1986, as amended from time to time.

Section 1.6. Company shall mean H. J. Heinz Company, a Pennsylvania corporation, or any successor thereto.

Section 1.7. Compensation shall mean “Eligible Earnings” as defined in the RSP modified as follows:

(a) Compensation shall include amounts excluded from “Eligible Earnings” under the terms of the RSP implementing the limitation of Code section 401(a)(17).

(b) Amounts excluded from “Eligible Earnings” under the terms of the RSP by reason of an Employee election to defer such amounts under a Deferred Compensation Program shall be included as Compensation for the period in which such amounts would have been received but for the deferral, but shall not be included when actually paid to the Member.

(c) Compensation shall include the fair market value, as determined pursuant to the Stock Incentive Plan as of the date of the award, of one share of common stock for each Restricted Stock Unit granted under the Stock Incentive Plan in lieu of a current bonus award.

Section 1.8. Continuous Service shall mean “Service” as calculated under the rules of Plan A, rounded to the nearest whole year.

Section 1.9. Deferred Compensation Program shall mean any compensation deferred at any time or from time to time under an elective deferred compensation plan or program maintained by the Company for Employees of the Company and its Affiliates.

Section 1.10. EBAB shall mean the “Employee Benefits Administration Board” as described in Plan A.

Section 1.11. Employee shall mean any person who is employed by an Employer.

Section 1.12. Employer shall mean the Company and its Affiliates.

Section 1.13. Excess Plan shall mean the H. J. Heinz Company Employees Retirement and Savings Excess Plan, as amended from time to time.

Section 1.14. Final Average Compensation shall mean the average annual Compensation of a Member during the five highest compensated years of the Member’s last 10 years of Continuous Service.

Section 1.15. Interest Credit shall mean the monthly credit that is made to the Account of each Member as of the end of each month representing notional investment earnings.

Section 1.16. Key Employee shall mean, for each 12-month period beginning on May 1, a person who met the requirements of Code section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the regulations thereunder and disregarding Code section 416(i)(5)) as of the applicable identification date for such 12-month period, which shall be the first day of the calendar year in which such 12-month period begins. For purposes of this determination a person is a key employee on the applicable identification date if he or she is a key employee under the requirements of Code section

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416(i)(1)(A)(i), (ii), or (iii), applied as indicated above, at any time during the 12 month period ending on the applicable identification date. In other words, the identification of key employees is determined for the 12 month period ending on each January 1st, and such identified Key Employees are Key Employees for purposes of this Plan effective for the 12 month period beginning on the immediately following May 1^st of that same calendar year in which the applicable identification date occurred.

Section 1.17. MIP shall mean the “H. J. Heinz Company Management Incentive Plan” as in effect for periods before May 1, 1994.

Section 1.18. Member shall mean any Employee meeting the eligibility requirements of Article 2.

Section 1.19. Office of the Chairman shall mean the corporate management group (previously referred to as the Management Committee) so designated by the Board of Directors.

Section 1.20. Pay Credit shall mean the monthly credit to a Member’s Account based on a percentage of the Member’s monthly Compensation.

Section 1.21. Plan shall mean the “H. J. Heinz Company Supplemental Executive Retirement Plan” as set forth herein and as from time to time amended.

Section 1.22. Plan A shall mean the “Employees’ Retirement System of H. J. Heinz Company (Plan “A”) for Salaried Employees”, as amended from time to time.

Section 1.23. Plan A Benefit shall mean the Actuarial Equivalent Value of the benefit provided under Plan A determined as of the date of the Member’s Separation from Service.

Section 1.24. Plan Year shall mean a calendar year.

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Section 1.25. Release shall mean a signed general release of all claims against the Employer arising prior to execution thereof which is designed to ensure that both the Employee and the Employer have their rights and obligations established with certainty and finality, including a release of age discrimination claims under the federal Age Discrimination in Employment Act in compliance with the Older Workers Benefit Protection Act.

Section 1.26. RSP shall mean the H. J. Heinz Company Employees Retirement and Savings Plan, as amended from time to time.

Section 1.27. RSP Company Account Benefit shall mean, as of any specified date, the sum of (a) and (b) below:

(a) the contributions pursuant to Section 4.01 of the RSP allocated to the Member’s “Company Contribution Account” under the RSP increased from the date of such allocation to such specified date by interest compounded monthly at the rate specified below:

(i) for each month beginning before June 1, 1996, the applicable rate for the first day of such month determined by reference to the active Buck Forward Interest Rate Index;

(ii) for each month beginning on or after June 1, 1996 and before May 1, 2004, the applicable rate for the first day of such month determined by reference to the active Buck Forward Interest Rate Index increased by one percentage point; and

(iii) for each month beginning on or after May 1, 2004, a rate equal to the yield on the Moody’s Aa Long Term Corporate Bond Index determined as of the last day of the last preceding month.

(b) the amounts credited as of such specified date to the Member’s account under the Excess Plan pursuant to Sections 4.02, 4.03, and 4.04 thereof.

Section 1.28. Restricted Stock Unit shall have the meaning set forth in the Stock Incentive Plan.

- 4 -

Section 1.29. Separation from Service of a Member shall mean the death of the Member or the retirement or other termination of employment of the Member such that he ceases to be an Employee of any Employer, provided that no change in a Member’s employment status shall be considered a Separation from Service unless it would be treated as such pursuant to regulations under Code section 409A. For purposes of determining whether or not a termination of employment has occurred if an employee is expected to work less than 50% of the time that he/she worked in the preceding 36 month period a termination of employment is presumed to have occurred, and if an employee is expected to work greater than or equal to 50% of the time that he/she worked in the preceding 36 month period a termination of employment is presumed not to have occurred.

Section 1.30. Spouse shall mean a person to whom the Member was legally married on the date of the Member’s death.

Section 1.31. Stock Incentive Plan shall mean the “H. J. Heinz Company Fiscal Year 2003 Stock Incentive Plan” as amended from time to time, or any successor plan that provides for Restricted Stock Units.

Section 1.32. Total Cash Band shall mean the applicable band among the series of bands into which positions within the Company or Affiliate have been grouped, on the basis of base salary and annual bonus target levels, for purposes of identifying eligibility for annual bonus, equity grants, and other benefit plans and perquisites offered by the Employers.

- 5 -

ARTICLE 2
Participation and Eligibility for Benefits

Section 2.1. Participation. An Employee shall be covered as a Member under the Plan on or after September 1, 2007 if such Employee:

(a) was covered under the Plan on August 31, 2007, or

(b) is on a United States payroll and holds a position that comes within Total Cash Band 12, 13, or 14; or

(d) is otherwise designated as eligible by resolution of the Board.

Section 2.2. Eligibility for Benefits.

(a) A Member with five or more years of Continuous Service who ceases to be employed by the Employer on or after his 55th birthday shall be entitled to the benefits under the Plan described in Section 3.1. A Member who ceases to be employed by the Employer before his 55th birthday or before he has five or more years of Continuous Service shall not be entitled to any benefit under this Plan.

(b) Anything herein to the contrary notwithstanding:

(i) a person who was employed on June 27, 1991 by The Hubinger Company, a Delaware corporation, and who as of May 1, 2004 has remained continuously employed by The Hubinger Company or by a successor to the business of The Hubinger Company, shall be entitled, upon termination of such employment after attaining age 55, to the lump sum benefit described in Appendix II, in lieu of any other benefit under this Plan.

(ii) A Member (other than a Member described in (iii) below) who was terminated from employment involuntarily after having attained age 50 but before attaining age 55 as a result of Project Dance initiatives, Logistics and Warehouse outsourcing, or the Fiscal Year 2006 restructuring initiatives, who was ineligible to receive the enhancements described in paragraph 7.10,

- 6 -

7.11, or 7.12 of Plan A solely because such Member met the eligibility requirements of Section 2.1 of this Plan, but who satisfied all of the other requirements of paragraph 7.10(a), 7.11(a), or 7.12(a) of Plan A, shall be entitled to a benefit pursuant to Section 3.1(e).

(iii) A person who is employed by an organization at the time that it ceases to be an Affiliate by reason of a sale, spin-off, reorganization or restructuring, or similar transaction in which such organization assumes responsibility for benefits for such person comparable to those provided under this Plan, shall cease to be a Member of this Plan on the effective date of such transaction. Moreover, such transaction shall not be deemed to result in a Separation from Service for purposes of this Plan and such person shall not be entitled to any benefits under this Plan with respect to employment before or after the effective date of such transaction.

Section 2.3. Death. If a Member dies while actively employed by the Employer (or after Separation from Service and before payment has been made pursuant to Section 3.2) and after meeting the age and service requirements for a retirement benefit under Section 2.2 and the Member is survived by a Spouse, a benefit shall be payable to the Member’s surviving Spouse as provided in Section 3.1(b). No benefits shall be payable under the Plan in any other case of death.

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ARTICLE 3
Benefits

Section 3.1. Amount of Benefits. Unless otherwise provided in an Appendix to this Plan, the amount of benefits payable under the Plan shall be as follows:

(a) The benefit payable hereunder upon Separation from Service under conditions resulting in benefit eligibility under Section 2.2 shall be determined as follows:

(i) Benefits for periods of participation after April 30, 2004 shall accrue according to a cash balance formula based on a monthly Pay Credit to the Member’s Account equal to a specified percentage of the Member’s monthly Compensation, with the balance credited to the Account being increased each month by an Interest Credit. The benefit at retirement with respect to periods after April 30, 2004 shall be equal to the amount credited to the Member’s Account at the time of Separation from Service with the Employers.

(A) The Pay Credit to each Member’s Account for each month shall be made on the last day of each month. The amount of each Pay Credit shall be determined as a percentage of the Member’s monthly Compensation, the applicable percentage being based on the Member’s Total Cash Band, as set forth in the following table:


Total Cash Band	Percentage of Monthly Compensation
12 or above		8	%
10 or 11		7	%
9 or below		6	%

The first Pay Credit for the Account of a person who was a Member of the Plan on May 1, 2004 shall be made as of May 31.

(B) The Interest Credit to each Member’s Account shall be 5%, compounded monthly, subject to periodic review. The first Interest Credit shall be made as of the end of the first month commencing after a Pay Credit has been made to the Member’s Account.

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(ii) For a person who was a Member as of April 30, 2004, the benefit accruing after April 30, 2004 according to (i) above shall be increased by the amount of the Member’s benefit attributable to periods before May 1, 2004, which shall be equal to (A) below reduced (but not below zero) by the offsets specified in (B) below:

(A) The multiple of the Member’s Final Average Compensation (“FAC”) at the date of Separation from Service with the Employers and the Member’s Continuous Service during periods before May 1, 2004 determined according to the table attached hereto and made a part hereof as Exhibit A.

(B) The applicable offsets are:

(I) the Plan A Benefit;

(II) the RSP Company Account Benefit; and

(III) the Actuarial Equivalent Value of the Employer-funded portion of any benefit payable as an annuity or from any lump sum payment in lieu of an annuity from any retirement plan of the Employer, domestic or foreign.

(b) In the case of death of a Member while actively employed (or after Separation from Service and before payment has been made pursuant to Section 3.2) who would have been entitled upon Separation from Service on the date of his death to a benefit described in subsection (a) above, the deceased Member’s surviving Spouse shall receive a lump sum payment equal to the lump sum retirement benefit to which the Member would have been entitled if the Member had retired on the date of death.

(c) In addition to the benefits determined under Section 3.1, the Chief Executive Officer of the Company as of May 6, 2002 shall be entitled to the Special Enhancement described in Appendix I.

(d) Notwithstanding the foregoing, the benefit payable under this Plan to a Member who was terminated from employment involuntarily after having attained age 55, as a result of Project Dance initiatives, Logistics and Warehouse outsourcing, or the Fiscal Year 2006 restructuring initiatives, and who was ineligible to receive the enhancements described in paragraph 7.10,

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(e) In the case of a Member described in Section 2.2(b)(ii), the benefit payable hereunder upon Separation from Service shall be determined under Section B of Appendix III.

Section 3.2. Payment of Benefits. The Plan benefit payable to a Member or surviving Spouse shall be paid from the general assets of the Employer. Payment shall be made in a single cash lump following Separation from Service, as specified below:

(a) Subject to the provisions of Section 6.8, and subparagraph (b) below, payment shall be made within the 90 day period following a Member’s Separation from Service (provided, however, that if this 90 day period overlaps two taxable years of the Member the Member does not have the right to designate the taxable year of the payment), provided that if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Member or his estate, payment may be delayed until a date within the first calendar year in which payment is administratively practicable.

(b) Notwithstanding (a) above, effective January 1, 2005, in the case of a Key Employee, payment shall not be made before the earlier of: (i) the date that is 6 months after the date of Separation from Service, or (ii) the date of the Key Employee’s death. Payments that are delayed as a result of this requirement shall be increased by interest from the date that is one month after the date of Separation from Service to the date of payment at the applicable rate then in effect under Section 3.1(a)(i)(B).

Anything in the Plan to the contrary notwithstanding, no distribution shall be made that would cause the Plan, or any other plan or arrangement maintained by the Employers, to incur any of the failures described by Code section 409A(a)(1).

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Section 3.3. Benefits in Cases of Reemployment. A Member who was reemployed after having received a lump sum payment of his accrued benefit under the Plan shall accrue benefits under the Plan as a new Member. In the case of a Member who terminated employment at a time when he had no vested right to the benefit accrued under the Plan and who is subsequently reemployed, the Plan benefit attributable to the prior period of employment shall be zero unless the Office of the Chairman determines under the circumstances that some or all of such accrued benefit shall be reinstated.

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ARTICLE 4
Administration

Section 4.1. EBAB The general administration and responsibility for carrying out the provisions of the Plan shall be placed with EBAB. Membership in EBAB shall not disqualify an Employee from participation in the Plan. EBAB shall have complete control of the administration of the Plan with all powers to enable it to carry out its duties in that respect, subject to any limitations and conditions specified in or imposed by the Plan.

Section 4.2. Powers. In addition to any implied powers needed to carry out the provisions of the Plan, EBAB shall have the following specific powers, subject to the provisions of Section 6.8:

(a) To make and enforce such rules and regulations and procedures as it shall deem necessary or proper for the efficient administration of the Plan and to design written forms or other documents to implement such rules, regulations and procedures.

(b) To interpret the Plan and to decide any and all matters arising hereunder, including the right to remedy possible ambiguities, inconsistencies or omissions.

(c) To determine the amount of benefits that shall be payable to a Member or Spouse in accordance with the provisions of the Plan.

(d) To arrange for withholding and remittance of such withholding taxes as are required under the Code.

(e) To authorize one or more of its number or any agent to execute or deliver any instrument or make any payment on its behalf; to retain counsel, employ agents and provide for such clerical, accounting and consulting services as it may require in carrying out the provisions of the Plan; and to allocate among or delegate to other persons all or such portion of its duties hereunder as EBAB in its sole discretion shall decide.

(f) To determine benefit eligibility under the Plan, to interpret Plan provisions, and to take any action necessary to execute the provisions of the Plan.

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All such authority shall be exercised in a manner consistent with the provisions of the Plan. All interpretations, determinations, and decisions of EBAB in respect of any matter hereunder shall be final, conclusive, and binding upon the Employees, Members, and Spouses and all other persons claiming an interest under the Plan.

Section 4.3. Quorum and EBAB Actions. A majority of the members of EBAB shall have the power to act with or without a meeting and the concurrence of any member may be by letter, wire, cablegram, telephone, facsimile, or other telephonic or electronic transmission.

Section 4.4. Liability Insurance and Indemnification. The Company shall obtain insurance or indemnify the members of EBAB for any and all liability, whether joint or several, for their acts and conduct, or the acts or conduct of their agents, in their official capacity, to the fullest extent permitted or authorized by current or future legislation or by current or future judicial or administrative decision.

Section 4.5. Facility of Payment. Whenever, in EBAB’s opinion, a person entitled to receive any payment of a benefit hereunder is under legal disability or is incapacitated in any way so as to be unable to manage his financial affairs, EBAB may direct the Employer to make payments to such person or to his legal representative or to a relative or friend of such person for his benefit or to apply the payment for the benefit of such person in such manner as EBAB considers advisable.

Section 4.6. Expenses. The Company shall pay all expenses of administering the Plan.

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ARTICLE 5
Amendment and Termination

Section 5.1. Right to Amend or Terminate. While the Company intends to maintain the Plan for as long as necessary, the Board of Directors reserves the right to terminate, modify, alter, or amend this Plan from time to time to any extent that it may deem advisable, and subject to the provisions of Section 6.8; provided, however, that no such action shall, after the date of accrual and vesting of a Member’s benefits pursuant to Section 2.2 hereof, retroactively reduce or permit set-off against the portion of a Member’s accrued and vested benefits that accrued and vested under this Plan prior to the date of such action. Consistent with the requirements of Section 6.8, at any time prior to a Member’s Separation from Service the Company specifically retains the right to modify the method of payment of a Member’s benefits that are described in Section 3.2., whether or not such benefits are accrued and vested pursuant to Section 2.2. Amendment and termination authority shall be exercisable on behalf of the Company as follows:

(a) Termination of the Plan or complete discontinuance of benefit accruals under the Plan shall require action by the Board of Directors.

(b) An amendment changing the level of benefit accruals under the Plan shall require action by the Management Development and Compensation Committee of the Board of Directors.

Section 5.2. Termination Procedures. In the event of termination or partial termination of the Plan, the benefits of affected Members, as determined on the basis of the authorizing Board resolution, shall be paid as specified in such resolution or, if no payment direction is specified, as directed by EBAB, or in the absence of such direction, as prescribed in Article 3. In making any payment of benefits after termination of the Plan, any and all determinations by EBAB as to timing and amount shall be final and conclusive. Notwithstanding the foregoing, benefits shall not be paid other than as prescribed in Section 3.2 unless the termination of the Plan and the terms of payment of benefits are in accordance with acceleration circumstances permitted by regulations pursuant to Code section 409A in case of a corporate dissolution taxed under Code section 331, a change in control event described in such regulations, the

- 14 -

complete termination of all aggregated arrangements, or such other circumstances as may be permitted by generally applicable guidance pursuant to Code section 409A.

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ARTICLE 6
Miscellaneous

Section 6.1. Headings — The headings are for reference only. In the event of a conflict between a heading and the content of a Section, the content of the Section shall control.

Section 6.2. Source of Payment — The sole source of payments to a Member or Spouse under the Plan shall be the general assets of the Employer. The rights and interests of a Member or Spouse under the Plan shall be solely the rights of a general creditor of the Employer. Except as provided in Section 6.3, no assets shall be set aside in trust for any Member or Spouse.

Section 6.3. Authorization for Trust. Notwithstanding Section 6.2, the Company may, but shall not be required to, establish one or more trusts for the purpose of providing for the payment of Plan benefits. Such trust or trusts may be irrevocable, but the assets thereof shall be subject to the claims of the Employer’s creditors. To the extent any benefits under the Plan are actually paid from any such trust, the Employer shall have no further obligation with respect thereto, but to the extent not so paid, such amounts shall remain the obligation of, and shall be paid by, the Employer.

Section 6.4. No Employment Rights. Nothing contained in the Plan shall be construed as a contract of employment between the Employer and any Employee or as a right of any Employee to be continued in employment or as a limitation on the right of any Employer to discharge any of its Employees with or without cause.

Section 6.5. Benefits Not Assignable. No right or interest of any Member or Spouse in the Plan shall be assignable or transferable, or subject to any lien, in whole or in part, either directly or by operation of law, or otherwise, including, but not by way of limitation, execution, levy, garnishment, attachment, pledge, bankruptcy, or in any other manner, and no right or interest of any Member or Spouse in the Plan shall be liable for, or be subject to, any obligation or liability of such Member or Spouse.

Section 6.6. Laws Applicable. The Plan shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, to the extent not inconsistent with any applicable provision of ERISA, provided that it is intended that the Plan shall be construed so as not to incur any of the

- 16 -

failures described by Code section 409A(a)(1) with respect to this Plan or any other plan or arrangement maintained by the Employers.

Section 6.7. Number and Gender. Masculine pronouns used herein shall refer to men or women or both and nouns when stated in the singular shall include the plural and when stated in the plural shall include the singular whenever appropriate.

Section 6.8. Compliance with Code Section 409A. It is intended that amounts deferred under this Plan will not be taxable under Code section 409A. This Plan shall be interpreted and administered, to the extent possible, in a manner that does not result in a “plan failure” (within the meaning of Code section 409A(a)(1)) of this Plan or any other plan or arrangement maintained by the Employers. The Plan is designed to comply with Code section 409A (without incurring penalties). In the event of an inconsistency between the terms of the Plan and Code section 409A, the terms of Code section 409A shall control.

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ARTICLE 7
Claims Procedure

Section 7.1. Disposition of Claim. EBAB shall furnish written notice of disposition of a claim to the claimant within 30 days after the claimant has filed application therefor. In the event EBAB denies such claim, it shall specifically set forth in writing the reasons for the denial, cite the pertinent provisions of the Plan, and, where appropriate, provide an explanation as to how the claimant can perfect such claim.

Section 7.2. Appeals. Any Member or Spouse who has been denied a benefit shall be entitled, upon request to the Secretary of EBAB, to appeal the denial of his claim. The claimant must provide a written statement of his position to the Secretary of EBAB not later than 60 days after receipt of the notification of denial of claim as set forth in paragraph 13.02 of the RSP. EBAB shall, within 60 days after receipt of such notice, communicate to the claimant its decision in writing.

Section 7.3. EBAB Decision Final. EBAB’s determination of benefits due under the Plan shall be accorded deference and its decision shall be final and binding upon all parties.

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EXHIBIT A

PAST SERVICE BENEFIT BASED ON SERVICE AND
FINAL AVERAGE COMPENSATION (FAC)


Continuous Service
before May 1, 2004	Multiple of FAC
less than 6 years		1.0
6		1.2
7		1.4
8		1.6
9		1.8
10		2.0
11		2.2
12		2.4
13		2.6
14		2.8
15		3.0
16		3.1
17		3.2
18		3.3
19		3.4
20		3.5
21		3.6
22		3.7
23		3.8
24		3.9
25		4.0
26		4.1
27		4.2
28		4.3
29		4.4
30		4.5
31		4.6
32		4.7
33		4.8
34		4.9
35		5.0 maximum

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APPENDIX I

CEO ADDITIONAL BENEFIT

In addition to the benefits otherwise payable as determined pursuant to Section 3.1, the Chief Executive Officer of the Company as of May 6, 2002 shall be entitled to additional benefits under this Plan determined according to this Appendix I.

The amount of the additional benefit, expressed as an annual straight life annuity of equivalent value, shall be determined from the following table based on Continuous Service after May 6, 2002 and Final Average Compensation (FAC), subject to the limit set forth in B. below and the conditions set forth in C. below:


Continuous Service after
May 6, 2002 to the
Nearest Whole Year	Percentage of FAC
less than 1 year		0
1 year		3.85	%
2 years		7.70	%
3 years		11.55	%
4 years		15.40	%
5 years		19.25	%
6 years		23.10	%
7 or more years		26.95	%

The amount of the additional benefit shall be limited to an amount that produces an annual straight life annuity of equivalent value that does not exceed 60% of Final Average Compensation, reduced by the sum of the following annual benefits determined on the basis of a straight life annuity commencing upon retirement at age 60: (i) an annual straight life annuity of equivalent value to the benefit provided under this Plan without regard to this Appendix I; (ii) an annual straight life annuity of equivalent value to the Plan A Benefit; (iii) an annual straight life annuity of equivalent value to the RSP Company Account Benefit; and (iv) the annual straight life annuity payable from any other retirement plan of the Employer, domestic or foreign (or, if any such plan does not provide for such an annuity, an annual straight life annuity of equivalent value to the

- 20 -

		lump sum benefit provided under such plan). Calculations of equivalent value shall be made using the factors and assumptions that are determined in accordance with Plan A.

C.		No amount shall be payable pursuant to this Appendix I if there is an interruption of Continuous Service before May 6, 2007. Notwithstanding the preceding sentence, if Continuous Service is involuntarily terminated other than for cause (as such term is defined in the Stock Incentive Plan), benefits under this Appendix I shall be payable on the basis of the table in A. above, based on Continuous Service to the date of termination, subject to the limit set forth in B. above.

D. The annuity amount determined under A. above, after applying the limitations and conditions set forth in B. and C. above, shall be payable as a single sum of Actuarial Equivalent Value, pursuant to the provisions of Section 3.2.

- 21 -

APPENDIX II

HUBINGER BENEFIT

Notwithstanding any other provision of this Plan, a person described in Section 2.2(b)(i) of this Plan shall be entitled, upon termination of such employment after attaining age 55, to the lump sum benefit described in this Appendix II, payable pursuant to the provisions of Section 3.2, which shall be in lieu of any other benefit under this Plan.

A.		As of May 1, 2004, the only person entitled to a benefit upon Separation from Service with a successor to the business of The Hubinger Company is Ivan Hasselbush.

B.		The amount of the lump sum benefit payable to Ivan Hasselbush upon termination of his employment with a successor to the business of The Hubinger Company is as follows:


Age at Termination	Lump Sum Benefit
60	$	106,938.40
61	$	102,385.62
62	$	98,239.92
63	$	94,492.78
64	$	91,155.73
65 or older	$	88,197.47

- 22 -

APPENDIX III

SPECIAL ENHANCEMENTS

The benefits payable with respect to a Member pursuant to Section 3.1(d) of the Plan shall be as follows:

For an eligible Employee who had attained age 55 as of the date of Separation from Service, the amount of the benefit payable under the Plan shall be increased by a supplement equal to the excess of the amount described in (1) below over the amount described in (2) below. This supplement shall be in addition to the benefits otherwise payable from the Plan and the benefits payable from Plan A.

(1)

the lesser of (a) and (b) below:

(a)

150% of the greater of:

	(i)		the Single Sum Amount (as defined in Plan A) as of the date of Separation from Service;

	(ii)		the Lump Sum Value (as defined in Plan A determined by applying the Lump Sum Factors applicable for annuity starting dates during the year in which Separation from Service occurred) of the Accrued Benefit (as defined in Plan A), multiplied by the Early Commencement Factor (as defined in Plan A) determined as of the effective date of Separation from Service;

(b)

120% of the greater of:

	(i)		the Single Sum Amount (as defined in Plan A) determined as of the effective date of Separation from Service;

	(ii)		the Lump Sum Value (as defined in Plan A determined by applying the Lump Sum Factors applicable for annuity starting dates during the year in which Separation from Service occurred) of the

- 23 -

Accrued Benefit (as defined in Plan A), without applying the Early Commencement Factor (as defined in Plan A) determined as of the effective date of Separation from Service.

(2)

the Lump Sum Value (as defined in Plan A) of the Accrued Benefit (as defined in Plan A) under Plan A determined as of the effective date of Separation from Service.

For an eligible Employee who had not attained age 55 as of the date of Separation from Service, the amount of the benefit payable under the Plan shall be equal to the benefit the Employee would have been entitled to receive under Section 3.1 of the Plan had the Employee met the age requirements of Section 2.2(a) of the Plan.

- 24 -

EX-12 4 l34061aexv12.htm EX-12 EX-12

Exhibit 12

H. J. HEINZ COMPANY AND SUBSIDIARIES

COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES


	Six Months
	Ended
	October 29,
	2008
	(Thousands
	of Dollars)

Fixed Charges:
Interest expense*	$	162,324
Capitalized interest		—
Interest component of rental expense		15,524

Total fixed charges	$	177,848

Earnings:
Income before adjustments for minority interests in consolidated subsidiaries, income or loss from equity investees, and income taxes	$	722,078
Add: Interest expense*		162,324
Add: Interest component of rental expense		15,524
Add: Amortization of capitalized interest		409

Earnings as adjusted	$	900,335

Ratio of earnings to fixed charges		5.06


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

EX-31.A 5 l34061aexv31wa.htm EX-31(A) 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.

Date: November 21, 2008


	By:	/s/ William R. Johnson

Name: William R. Johnson

Title: Chairman, President and

Chief Executive Officer

EX-31.B 6 l34061aexv31wb.htm EX-31(B) 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;

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.

Date: November 21, 2008


	By	/s/ Arthur B. Winkleblack

Name: Arthur B. Winkleblack

Title: Executive Vice President and

Chief Financial Officer

EX-32.A 7 l34061aexv32wa.htm EX-32(A) 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 October 29, 2008 (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.

Date: November 21, 2008

/s/ William R. Johnson

Name: William R. Johnson

Title: Chairman, President and

Chief Executive Officer

EX-32.B 8 l34061aexv32wb.htm EX-32(B) 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:

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.

Date: November 21, 2008

/s/ Arthur B. Winkleblack

Name: Arthur B. Winkleblack

Title: Executive Vice President

and Chief Financial Officer

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