8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): August 20, 2009

H.J. HEINZ COMPANY
(Exact name of registrant as specified in its charter)

Pennsylvania	1-3385	25-0542520
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1 PPG Place, Suite 3100, Pittsburgh, Pennsylvania	15222
(Address of principal executive offices)	(Zip Code)

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

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

GENERAL

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Attached is H. J. Heinz Company’s press release dated August 20, 2009 furnished herewith as Exhibit 99.1.

This press release presents the business measure of organic sales growth, which is defined as either volume plus price or total sales growth excluding the impact of foreign exchange and acquisitions and divestitures. This measure is utilized by senior management to provide investors with a more complete understanding of underlying sales trends by providing sales growth on a consistent basis.

This press release also presents the business measure of operating free cash flow, which is defined as cash flow from operations less capital expenditures net of proceeds from disposal of property, plant and equipment.  This measure is utilized by senior management and the board of directors to gauge our business operating performance, including the progress of management to profitably monetize low return assets.

The limitation of operating free cash flow is that it adjusts for cash used for capital expenditures and cash received from disposals of property, plant and equipment, the net of which is no longer available to the Company for other purposes. Management compensates for this limitation by using the GAAP operating cash flow number as well. Operating free cash flow does not represent residual cash flow available for discretionary expenditures and does not provide insight to the entire scope of the historical cash inflows or outflows of our operations that are captured in the other cash flow measures reported in the statement of cash flows.

This press release also presents certain reported amounts and certain outlook on a constant currency basis. Constant currency is defined as the reported amount adjusted for translation (the effect of changes in average foreign exchange rates between the current period and the corresponding prior year), the impact of the fluctuation in the British Pound versus the Euro and U.S. Dollar cross rates on U.K. transaction costs (impact of currency on particular transactions such as raw material sourcing), and the impact of current and prior year foreign currency translation hedges.  Management refers to growth rates at constant currency so that results can be viewed without the impact of changing foreign currency exchange rates, thereby facilitating period-to-period comparisons of financial results. Management provides outlook on a constant currency basis because of the volatility of foreign exchange rates and because it believes that such presentation facilitates a period to period comparison.   However, a limitation of the use of the constant currency results as a performance measure is that it does not reflect the unfavorable impact of exchange rates on financial results when comparing to the prior period. These results should be considered in addition to, not as a substitute for, results reported in accordance with GAAP.   

Disclosed on Exhibit 99.1 is supplemental information regarding reconciliation and calculation of the non-GAAP measures discussed above in connection with the financial results for the first quarters ended July 29, 2009 and July 30, 2008, respectively.

ITEM 7.01  REGULATION FD

Attached and furnished as Exhibit 99.2 is a five-year unaudited Summary of Financial Statements that is also being posted in connection with the Company’s investor and analyst call on August 20, 2009.  This five-year summary reflects recast financial information to conform to the requirements of Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements—An Amendment of ARB No. 51,” and FASB Staff Position EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities,” which the Company adopted in the first quarter of Fiscal 2010. 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)         Exhibits

Exhibit Number (Referenced to Item 601 of Regulation S-K)	Description of Exhibit
99.1	H. J. Heinz Company Press Release dated August 20, 2009
99.2	H. J. Heinz Company Summary of Financial Results dated August 20, 2009

SIGNATURE

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 hereunto duly authorized.

	H.J. HEINZ COMPANY
	By:	/s/ Arthur B. Winkleblack
		Arthur B. Winkleblack
		Executive Vice President and
		Chief Financial Officer
Dated: August 20, 2009

EXHIBIT INDEX

Exhibit No.	Description
99.1	H. J. Heinz Company Press Release dated August 20, 2009
99.2	H. J. Heinz Company Summary of Financial Results dated August 20, 2009

EX-99.1

Exhibit 99.1

Heinz Reports First-Quarter Earnings Per Share of 67 Cents, Strong Cash Flow and Reaffirms Fiscal 2010 Outlook

• Reported Sales, Operating Income and EPS declined 4.5%, 6.7% and 6.9% respectively, reflecting unfavorable foreign currency
• Sales grew 4.5%, Operating Income increased 5.6%, and EPS rose 9.7% on a constant currency basis, reflecting strong growth in Emerging Markets and solid performance by Top 15 brands
• Excellent Operating Free Cash Flow of $121 million was $176 million better than one year ago
• 17^th consecutive quarter of organic sales growth

Reconciliations of non-GAAP amounts are set forth in the attached financial tables. Organic sales are defined as volume plus price or total sales growth excluding the impact of foreign exchange and acquisitions and divestitures. Operating Free Cash Flow is defined as cash from operations less capital expenditures net of proceeds from disposal of PP&E. Also, constant currency as used in this press release is defined as the reported amount adjusted for translation (the effect of changes in average foreign exchange rates between the current period and the corresponding prior year), the impact of the fluctuation in the British Pound versus the Euro and U.S. Dollar cross rates on UK transaction costs (impact of currency on particular transactions such as raw material sourcing), and the impact of current and prior year foreign currency translation hedges.

PITTSBURGH--(BUSINESS WIRE)--August 20, 2009--The H.J. Heinz Company (NYSE:HNZ) today reported first-quarter revenue of $2.47 billion, net income of $213 million and diluted earnings per share of $0.67. The impact of currency reduced sales by 9%, and both net income and EPS by 17%. On a constant currency basis, Heinz achieved 4.5% sales growth, 5.6% growth in Operating Income and 9.7% growth in EPS.

The results reflected 14% organic sales growth (0.4% reported) in Emerging Markets, led by Latin America, India and Russia; 2.2% organic sales growth (-4.2% reported) in its Top 15 brands; and the positive impact of carryover pricing, despite a tough economic environment. Solid performances in North America and Europe; significantly higher profit in the U.S. Foodservice business; and disciplined cost management throughout the Company also contributed to the results. Net pricing increased 6% while total volume declined 4.3%.

Heinz delivered strong Operating Free Cash Flow of $121 million, an improvement of $176 million from the prior year.

“Led by strong organic sales growth in Emerging Markets, our sharply focused global portfolio of leading brands performed well, especially in our core categories of Ketchup and Sauces and Infant/Nutrition, even as the recession continued to impact consumer behavior,” said William R. Johnson, Heinz Chairman, President and Chief Executive Officer. “At the same time, Heinz delivered robust cash flow, reflecting our strong focus on working capital and in particular on reducing inventory.”

Emerging Markets generated approximately 16% of the Company’s total sales, led by higher sales of Complan^® and Glucon-D^® nutritional beverages in India, and higher volume and pricing in infant/nutrition products and ketchup in both Latin America and Russia.

The Company’s Top 15 brands globally generated approximately 70% of reported sales, led by the Heinz^® brand, Ore-Ida^® potatoes and T.G.I. Friday’s^® snacks and skillet meals.

“Heinz continues to invest in marketing and innovation despite this difficult economy,” Mr. Johnson said. “At the same time, we have refrained from chasing unprofitable volume.”

Carryover pricing and tight cost controls were key factors in driving higher constant currency profit. As anticipated, the costs for key commodities such as tomatoes, tin plate and potatoes rose during the quarter. Overall, the Company’s net input costs rose 6% in the first quarter of Fiscal 2010.

During the quarter, the Company spent $16 million in upfront costs for new productivity initiatives, while benefiting from a $20 million mark-to-market gain on its total rate of return swap, which largely offset higher interest costs. In August 2009, Heinz took steps to restructure and extend the maturity of certain debt obligations through a private placement offering and exchange of notes. Heinz had a tax rate of 28.5% in the first quarter, which ended July 29, 2009, reflecting benefits from tax planning.

Fiscal 2010 Outlook
Heinz today reaffirmed its previous guidance for full-year Fiscal 2010 results. Based on its first-quarter performance, the Company remains on track to deliver the following results in constant currency (which excludes the impact of currency, which cannot be predicted with consistency):

• Sales growth of 4 to 6%;
• Growth in Operating Income of 6 to 8%; and
• Earnings per share growth of 5 to 8%.

Heinz also expects Operating Free Cash Flow of $850 to $900 million for the fiscal year.

First-Quarter Marketing Highlights
To support its leading brands, Heinz increased marketing on a constant currency basis by 3.2% in the first quarter. Reported marketing fell by 6%, reflecting the impact of a much stronger U.S. Dollar.

• In the U.S., Heinz continued to introduce innovative products to satisfy the consumer trend of at-home dining, including Ore-Ida^® Steam n’ Mash™ Cut Red potatoes and new varieties of its fast-growing T.G.I. Friday’s^® frozen snacks and complete skillet meals.
• In Europe, Heinz^® Ketchup increased share in all 12 of its key markets.
• In Russia, the world’s second-largest ketchup market, Heinz maintained its number-one share in Ketchup and Sauces, supported by effective marketing and expanded distribution.
• In Mexico, where the Company launched a new wet baby food production line during the quarter, Heinz baby food won the endorsement of the Mexican Pediatric Association.

Segment Highlights

North American Consumer Products

Organic sales of the North American Consumer Products segment increased 0.5%, while reported sales declined 1.9%. Net prices grew 5.4%, reflecting the Company’s focus on full-price sales and the carryover impact of price increases taken across the majority of the product portfolio in Fiscal 2009. This organic growth came on top of 10% organic growth in the first quarter of Fiscal 2009. Volume decreased 4.9% as increases from the new T.G.I. Friday’s^® snacks and skillet meals were more than offset by reduced promotional volume in Heinz^® Ketchup and frozen meals. Unfavorable Canadian exchange translation rates decreased sales 2.4%.

Operating income increased 9.6%, as carryover pricing, tight cost controls and productivity improvements more than offset increased commodity costs, the impact of lower volume and unfavorable foreign exchange translation rates.

Europe

Organic sales in Europe increased 0.8%, while reported sales declined 14.1%. Net pricing increased 5.1%, reflecting the carryover impact of price increases taken in Fiscal 2009, as well as reduced promotional activity on Heinz^® Ketchup, beans, soup and frozen products in the UK. Volume decreased 4.3%. Acquisitions increased sales 2.2%, reflecting the acquisition of Bénédicta^® in France. Unfavorable foreign exchange translation rates decreased sales by 17.1%.

Operating income decreased 19.8%. Higher pricing was more than offset by unfavorable foreign exchange translation rates, the significant impact of cross-currency rate movements in the British Pound versus the Euro and U.S. Dollar, higher commodity costs and lower volume.

Asia/Pacific

Heinz Asia/Pacific organic sales increased 1.9% and reported sales increased 2.5%. Pricing increased 4.1%. Volume decreased 2.2%, largely reflecting softness in Australia. Acquisitions increased sales 12.7% due to the prior year acquisitions of Golden Circle and La Bonne Cuisine. Unfavorable exchange translation rates decreased sales by 12%.

Operating income decreased by 19.9%, reflecting unfavorable foreign exchange translation rates, increased commodity costs, which include the impact of cross-currency rates on raw material costs, and unfavorable volume. These declines were partially offset by higher pricing.

U.S. Foodservice

Organic sales of the U.S. Foodservice segment decreased 0.4% (-2% reported). Pricing increased sales 5.6%, largely due to the carryover impact of prior year price increases as well as decreased promotional spending on portion control condiments. Volume decreased 6%, reflecting lower U.S. restaurant traffic and SKU reductions. Divestitures reduced sales 1.6%.

Operating income increased 25%. The improvement reflected carryover pricing, tight cost management, actions to simplify the business and productivity improvements, which more than offset unfavorable volume.

Rest of World

Organic sales for Rest of World increased 22.9% (20.9% reported). Higher pricing increased sales by 26.2% to cover inflation. Volume decreased 3.3%, despite increases in ketchup and baby food in Latin America. Acquisitions increased sales 1% due to the prior year acquisition of Papillon, a small chilled products business in South Africa. Foreign exchange translation rates decreased sales 3.1%.

Operating income increased 43.1%, due mainly to increased pricing, partially offset by increased commodity costs.

MEETING WITH SECURITIES ANALYSTS – INTERNET BROADCASTS
Heinz will host an investor and analyst call today at 8:30 a.m. (Eastern Time). The call will be Webcast live on www.heinz.com and will be archived for playback. Participants (institutional investors and analysts) can call (800) 933-5758 in the U.S. and Canada. A listen-only broadcast for media is available on (800) 955-1760. Slides will be available for this call on www.heinz.com. The conference call will be hosted by Art Winkleblack, Chief Financial Officer.

SAFE HARBOR PROVISIONS FOR FORWARD-LOOKING STATEMENTS:

This press release and our other public pronouncements contain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identified by the words “will,” “expects,” “anticipates,” “believes,” “estimates” or similar expressions and include our expectations as to future revenue growth, earnings, capital expenditures and other spending, dividend policy, and planned credit rating, as well as anticipated reductions in spending. These forward-looking statements reflect management’s view of future events and financial performance. These statements are subject to risks, uncertainties, assumptions and other important factors, many of which may be beyond Heinz’s control, and could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Factors that could cause actual results to differ from 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 the cost of borrowing and access to capital markets,
• our ability to effectuate our strategy, which includes our continued evaluation of potential acquisition opportunities, including strategic acquisitions, joint ventures, divestitures and other initiatives, including our ability to identify, finance and complete these initiatives, and our ability to realize anticipated benefits from them,
• the ability to successfully complete cost reduction programs and increase productivity,
• the ability to effectively integrate acquired businesses,
• new products, packaging innovations, and product mix,
• the effectiveness of advertising, marketing, and promotional programs,
• supply chain efficiency,
• cash flow initiatives,
• risks inherent in litigation, including tax litigation,
• the ability to further penetrate and grow and the risk of doing business in international markets, 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 information technology systems,
• with regard to dividends, dividends must be declared by the Board of Directors and will be subject to certain legal requirements being met at the time of declaration, as well as our Board’s view of our anticipated cash needs, and
• other factors described in “Risk Factors” and “Cautionary Statement Relevant to Forward-Looking Information” in the Company’s Form 10-K for the fiscal year ended April 29, 2009.

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.

ABOUT HEINZ: H.J. Heinz Company, offering “Good Food Every Day”^™ is one of the world’s leading marketers and producers of healthy, convenient and affordable foods specializing in ketchup, sauces, meals, soups, snacks and infant nutrition. Heinz provides superior quality, taste and nutrition for all eating occasions whether in the home, restaurants, the office or “on-the-go.” Heinz is a global family of leading branded products, including Heinz^® Ketchup, sauces, soups, beans, pasta and infant foods (representing over one third of Heinz’s total sales), Ore-Ida^® potato products, Weight Watchers^® Smart Ones^® entrees, Boston Market^® meals, T.G.I. Friday’s^® snacks, and Plasmon infant nutrition. Heinz is famous for its iconic brands on six continents, showcased by Heinz^® Ketchup, The World’s Favorite Ketchup^®.

H. J. Heinz Company and Subsidiaries
Consolidated Statements of Income
(In Thousands, Except per Share Amounts)
	First Quarter Ended
	July 29, 2009			July 30, 2008
	FY2010			FY2009
Sales	$	2,467,923		$	2,583,208
Cost of products sold		1,593,776			1,649,072
Gross profit		874,147			934,136
Selling, general and administrative expenses		508,178			541,872
Operating income		365,969			392,264
Interest income		28,659			11,428
Interest expense		82,989			74,605
Other expense, net		(5,415	)		(2,704	)
Income before income taxes		306,224			326,383
Provision for income taxes		87,132			92,099
Net income		219,092			234,284
Less: Net income attributable to the noncontrolling interest		6,528			5,320
Net income attributable to H.J. Heinz Company	$	212,564		$	228,964
Net income per share attributable to H.J. Heinz Company common shareholders - diluted	$	0.67		$	0.72
Average common shares outstanding - diluted		317,229			316,801
Net income per share attributable to H.J. Heinz Company common shareholders - basic	$	0.67		$	0.73
Average common shares outstanding - basic		315,074			312,022
Cash dividends per share	$	0.42		$	0.415
(Totals may not add due to rounding)

H. J. Heinz Company and Subsidiaries
Segment Data
		First Quarter Ended
		July 29, 2009			July 30, 2008
(In thousands)		FY2010			FY2009
Net external sales:
	North American Consumer Products	$	727,242		$	741,182
	Europe		788,840			918,191
	Asia/Pacific		469,234			457,813
	U.S. Foodservice		346,501			353,413
	Rest of World		136,106			112,609
	Consolidated Totals	$	2,467,923		$	2,583,208
Operating income (loss):
	North American Consumer Products	$	184,205		$	168,108
	Europe		125,641			156,740
	Asia/Pacific		53,264			66,519
	U.S. Foodservice		31,170			24,940
	Rest of World		18,103			12,650
	Other:
	Non-Operating		(30,665	)		(36,693	)
	Up front productivity charges (a)		(15,749	)		-
	Consolidated Totals	$	365,969		$	392,264
The company's revenues are generated via the sale of products in the following categories:
	Ketchup and Sauces	$	1,068,813		$	1,098,585
	Meals and Snacks		950,433			1,058,163
	Infant/Nutrition		291,954			309,466
	Other		156,723			116,994
	Total	$	2,467,923		$	2,583,208
(a) Includes costs associated with targeted workforce reductions and asset write-offs related to a factory closure that were part of a corporation-wide initiative to improve productivity.

H. J. Heinz Company and Subsidiaries
Non-GAAP Performance Ratios
The Company reports its financial results in accordance with accounting principles generally accepted in the United States of America ("GAAP"). However, management believes that certain non-GAAP performance measures and ratios, used in managing the business, may provide users of this financial information with additional meaningful comparisons between current results and results in prior periods. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company's reported results prepared in accordance with GAAP. The following table provides the calculation of the non-GAAP performance ratios discussed in the Company's press release dated August 20, 2009:
Operating Free Cash Flow Calculation	First Quarter Ended
(amounts in thousands)	July 29, 2009				July 30, 2008
	FY 2010				FY 2009
Cash provided by/(used for) operating activities	$	168,868			$	(13,935	)
Capital expenditures		(48,708	)			(41,634	)
Proceeds from disposals of property, plant and equipment		645				689
Operating Free Cash Flow	$	120,805			$	(54,880	)
Sales Variances
The following table illustrates the components of the change in net sales versus the prior year for each of the five reported business segments.
	First Quarter Ended July 29, 2009
																							Total Net
									Organic				Foreign				Acquisitions/						Sales
	Volume			+	Price			=	Sales Growth (a)			+	Exchange			+	Divestitures				=		Change
Segment:
North American Consumer Products		(4.9	%)			5.4	%			0.5	%			(2.4	%)			0.0	%				(1.9	%)
Europe		(4.3	%)			5.1	%			0.8	%			(17.1	%)			2.2	%				(14.1	%)
Asia/Pacific		(2.2	%)			4.1	%			1.9	%			(12.0	%)			12.7	%				2.5	%
U.S. Foodservice		(6.0	%)			5.6	%			(0.4	%)			0.0	%			(1.6	%)				(2.0	%)
Rest of World		(3.3	%)			26.2	%			22.9	%			(3.1	%)			1.0	%				20.9	%
Consolidated Totals		(4.3	%)			6.0	%			1.7	%			(9.0	%)			2.9	%				(4.5	%)
(Totals may not add due to rounding)
Constant Currency Amounts
The following table reconciles the Company's reported results to constant currency results for both the current and prior year periods. The constant currency changes presented in the Company's press release dated August 20, 2009 represent the change in this year's constant currency results versus the prior year constant currency results.
	Reported Results			-	Currency Translation			-	UK Transaction			-	Currency Translation Hedges			=	Constant Currency Results					Constant Currency Change (d)
First Quarter Ended July 29, 2009
Total Sales	$	2,467,923			$	(232,677	)		$	-			$	-			$	2,700,600		(b)		4.5		%
Total Operating income	$	365,969			$	(34,955	)		$	(13,335	)		$	-			$	414,259		(b)		5.6		%
EPS	$	0.67			$	(0.08	)		$	(0.03	)		$	(0.01	)		$	0.79		(b)		9.7		%
Total Marketing expense	$	94,112			$	(9,216	)		$	-			$	-			$	103,328		(b)		3.2		%
First Quarter Ended July 30, 2008
Total Sales	$	2,583,208			$	-			$	-			$	-			$	2,583,208
Total Operating income	$	392,264			$	-			$	-			$	-			$	392,264
EPS	$	0.72			$	-			$	-			$	-			$	0.72		(c)
Total Marketing expense	$	100,130			$	-			$	-			$	-			$	100,130
	Organic Sales								Acquisitions/				Total Net Sales
Organic Sales	Growth (a)			+	Foreign Exchange			+	Divestitures			=	Change
Emerging Markets		13.6	%			(13.5	%)			0.3	%			0.4	%
Top 15 Brands		2.2	%			(8.8	%)			2.4	%			(4.2	%)
(a) Organic sales growth is a non-GAAP measure that excludes the impact of foreign currency exchange rates and acquisitions/divestitures.
(b) Excludes currency translation and UK transaction impact versus FY09 average rates as well as current year translation hedge.
(c) Excludes prior year translation hedge.
(d) Change is calculated by taking Q1 FY10 constant currency results versus Q1 FY09 constant currency results.

CONTACT:
H.J. Heinz Company
Media:
Michael Mullen, 412-456-5751
Michael.mullen@us.hjheinz.com
or
Investors:
Margaret Nollen, 412-456-1048

EX-99.2

Exhibit 99.2

H.J. Heinz Company
Income Statement
(Unaudited)
(In Millions, Except per Share Amounts)		2006			2007			2008		Q109			Q209			Q309			Q409				2009		Q110
Category Sales:
Ketchup and Sauces	$	3,530.3		$	3,682.1		$	4,081.9		$	1,098.6		$	1,077.1		$	1,000.4		$	1,075.5		$	4,251.6		$	1,068.8
Meals and Snacks		3,876.7			4,026.2			4,521.7			1,058.2			1,174.3			1,071.2			1,058.2			4,361.9			950.4
Infant/Nutrition		863.9			929.1			1,089.5			309.5			268.0			252.8			275.1			1,105.3			292.0
Other		372.4			364.3			377.7			117.0			93.2			90.2			128.9			429.3			156.7
Total Sales		8,643.4			9,001.6			10,070.8			2,583.2			2,612.5			2,414.6			2,537.8			10,148.1			2,467.9
Cost of products sold		5,550.4			5,608.7			6,390.1			1,649.1			1,691.8			1,560.1			1,663.4			6,564.4			1,593.8
Gross Profit		3,093.1			3,392.9			3,680.7			934.1			920.7			854.5			874.3			3,583.6			874.1
Gross Margin		35.8	%		37.7	%		36.5	%		36.2	%		35.2	%		35.4	%		34.5	%		35.3	%		35.4	%
Selling, general and adminstrative expenses		1,979.5			1,946.2			2,111.7			541.9			534.4			472.7			541.1			2,090.0			508.2
Operating Income		1,113.6			1,446.7			1,569.0			392.3			386.3			381.8			333.2			1,493.7			366.0
Net Interest Expense		283.1			291.4			323.3			63.2			73.1			70.2			69.0			275.5			54.3
Asset impairment charges for cost and equity investments		111.0			-			-			-			-			-			-			-			-
Other (Expense)/Income, net		(20.3	)		(16.6	)		(16.3	)		(2.7	)		82.3			17.5			(4.2	)		92.9			(5.4	)
Income from Continuing Operations before income taxes		699.2			1,138.7			1,229.3			326.4			395.5			329.1			260.1			1,311.1			306.2
Provision for income taxes		250.7			332.8			372.9			92.1			113.1			85.3			82.6			373.1			87.1
Income from continuing operations		448.5			805.9			856.5			234.3			282.5			243.8			177.4			938.0			219.1
Income/(loss) from discontinued operations, net of tax		202.8			(5.9	)		-			-			-			-			-			-			-
Net Income		651.3			800.0			856.5			234.3			282.5			243.8			177.4			938.0			219.1
Less: Net income attributable to the noncontrolling interest		(5.7	)		(14.3	)		(11.6	)		(5.3	)		(5.7	)		(1.5	)		(2.3	)		(14.9	)		(6.5	)
Net income attributable to H.J. Heinz Company	$	645.6		$	785.7		$	844.9		$	229.0		$	276.7		$	242.3		$	175.1		$	923.1		$	212.6
Income/(loss) per common share - Diluted
Continuing operations	$	1.29		$	2.38		$	2.61		$	0.72		$	0.87		$	0.76		$	0.55		$	2.89		$	0.67
Discontinued operations		0.59			(0.02	)		-			-			-			-			-			-			-
Net Income	$	1.89		$	2.36		$	2.61		$	0.72		$	0.87		$	0.76		$	0.55		$	2.89		$	0.67
Average common shares outstanding - diluted		342.1			332.5			321.7			316.8			318.4			318.7			318.3			318.1			317.2
Income/(loss) per common share - Basic
Continuing operations	$	1.31		$	2.40		$	2.65		$	0.73		$	0.88		$	0.77		$	0.55		$	2.93		$	0.67
Discontinued operations		0.60			(0.02	)		-			-			-			-			-			-			-
Net Income	$	1.90		$	2.39		$	2.65		$	0.73		$	0.88		$	0.77		$	0.55		$	2.93		$	0.67
Average common shares outstanding - basic		339.1			328.6			317.0			312.0			313.7			314.5			314.8			313.7			315.1
Fiscal year 2006 contains special items. Please refer to published financial statements for further information.
Amounts and presentation has been restated pursuant with the Fiscal 2010 adoptions of FAS 160 and FSP EITF 03-6-1.
(Totals may not add due to rounding)

H. J. Heinz Company
Continuing Operations, Excluding Special Items
(Unaudited)
(In Millions, Except per Share Amounts)		2006			2007			2008		Q109			Q209			Q309			Q409				2009		Q110
Reported results from continuing operations
Net Sales	$	8,643.4		$	9,001.6		$	10,070.8		$	2,583.2		$	2,612.5		$	2,414.6		$	2,537.8		$	10,148.1		$	2,467.9
Gross Profit	$	3,093.1		$	3,392.9		$	3,680.7		$	934.1		$	920.7		$	854.5		$	874.3		$	3,583.6		$	874.1
Separation, downsizing and integration		17.4			-			-			-			-			-			-			-			-
Net loss on disposals & impairments		74.1			-			-			-			-			-			-			-			-
Gross Profit excluding special items	$	3,184.6		$	3,392.9		$	3,680.7		$	934.1		$	920.7		$	854.5		$	874.3		$	3,583.6		$	874.1
Operating Income	$	1,113.6		$	1,446.7		$	1,569.0		$	392.3		$	386.3		$	381.8		$	333.2		$	1,493.7		$	366.0
Separation, downsizing and integration		146.7			-			-			-			-			-			-			-			-
Net loss on disposals & impairments		89.7			-			-			-			-			-			-			-			-
Operating Income excluding special items	$	1,350.0		$	1,446.7		$	1,569.0		$	392.3		$	386.3		$	381.8		$	333.2		$	1,493.7		$	366.0
Income from continuing operations attributable to H.J. Heinz Company	$	442.8		$	791.6		$	844.9		$	229.0		$	276.7		$	242.3		$	175.1		$	923.1		$	212.6
Separation, downsizing and integration		96.6			-			-			-			-			-			-			-			-
Net loss on disposals & impairments		48.3			-			-			-			-			-			-			-			-
Asset impairment charges for cost and equity investments		105.6			-			-			-			-			-			-			-			-
American jobs creation act		24.4			-			-			-			-			-			-			-			-
Income from continuing operations attributalbe to H.J. Heinz Company excluding special items	$	717.7		$	791.6		$	844.9		$	229.0		$	276.7		$	242.3		$	175.1		$	923.1		$	212.6
Earnings per share from continuing operations attributable to H.J. Heinz Company	$	1.29		$	2.38		$	2.61		$	0.72		$	0.87		$	0.76		$	0.55		$	2.89		$	0.67
Separation, downsizing and integration		0.28			0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00
Net loss on disposals & impairments		0.14			0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00
Asset impairment charges for cost and equity investments		0.31			0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00
American jobs creation act		0.07			0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00
Earnings per share from continuing operations attributable to H.J. Heinz Company excluding special items	$	2.10		$	2.38		$	2.61		$	0.72		$	0.87		$	0.76		$	0.55		$	2.89		$	0.67
Segment Operating Income/(Loss), excluding special items:
North American Consumer Products	$	590.0		$	625.7		$	678.4		$	168.1		$	191.5		$	191.4		$	173.7		$	724.8		$	184.2
Europe		526.4			566.4			636.9			156.7			134.8			133.3			136.4			561.3			125.6
Asia / Pacific		126.6			150.2			194.9			66.5			50.7			31.5			33.8			182.5			53.3
U.S. Foodservice		212.1			216.1			169.6			24.9			38.7			36.3			29.3			129.2			31.2
Rest of World		31.6			39.5			45.4			12.7			14.9			11.8			13.0			52.3			18.1
Other:
Non-operating		(136.6	)		(151.1	)		(156.2	)		(36.7	)		(44.3	)		(22.5	)		(53.0	)		(156.4	)		(30.7	)
Streamling costs (a)		-			-			-			-			-			-			-			-			(15.7	)
Total Operating Income	$	1,350.0		$	1,446.7		$	1,569.0		$	392.3		$	386.3		$	381.8		$	333.2		$	1,493.7		$	366.0
(a) First Quarter ended July 29, 2009- Includes costs associated with targeted workforce reductions and asset write-offs that were part of a corporation-wide initiative to improve productivity.
Fiscal year 2006 contains special items. Please refer to published financial statements for further information.
Amounts and presentation has been restated pursuant with the Fiscal 2010 adoptions of FAS 160 and FSP EITF 03-6-1.
(Totals may not add due to rounding)

H. J. Heinz Company
Sales Variance Analysis
(Unaudited)
(Dollars in Millions)	2006**			2007**				2008		Q109			Q209			Q309			Q409				2009		Q110
Net external sales:
North American Consumer Products	$	2,554.1		$	2,739.5		$	3,011.5		$	741.2		$	827.3		$	761.6		$	805.9		$	3,136.0		$	727.2
Europe		2,987.7			3,076.8			3,532.3			918.2			887.9			804.4			800.2			3,410.7			788.8
Asia / Pacific		1,221.1			1,319.2			1,599.9			457.8			386.2			354.4			429.0			1,627.4			469.2
U.S. Foodservice		1,569.8			1,556.3			1,559.4			353.4			391.0			380.3			381.2			1,506.0			346.5
Rest of World		310.7			309.8			367.7			112.6			120.1			113.8			121.4			468.0			136.1
Sales (Net Revenue)	$	8,643.4		$	9,001.6		$	10,070.8		$	2,583.2		$	2,612.5		$	2,414.6		$	2,537.8		$	10,148.1		$	2,467.9
Sales Variance by Segment:
North American Consumer Products:
Volume		7.7	%		2.6	%		3.5	%		4.7	%		2.9	%		(7.6	%)		(0.3	%)		(0.4	%)		(4.9	%)
Price		0.4	%		2.1	%		3.5	%		5.6	%		8.0	%		5.8	%		7.6	%		6.8	%		5.4	%
Acquisition		3.9	%		1.9	%		0.7	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%
Divestiture		(0.1	%)		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%
Exchange		1.3	%		0.7	%		2.2	%		1.3	%		(1.5	%)		(3.8	%)		(4.3	%)		(2.3	%)		(2.4	%)
Total Change in Net Sales		13.2	%		7.3	%		9.9	%		11.5	%		9.4	%		(5.7	%)		2.9	%		4.1	%		(1.9	%)
Total Organic Growth		8.1	%		4.7	%		7.0	%		10.3	%		10.9	%		(1.8	%)		7.3	%		6.4	%		0.5	%
Europe:
Volume		1.2	%		(2.4	%)		4.5	%		6.4	%		(2.8	%)		(4.8	%)		(1.7	%)		(1.0	%)		(4.3	%)
Price		(1.4	%)		1.7	%		3.3	%		4.3	%		7.2	%		9.7	%		6.6	%		7.1	%		5.1	%
Acquisition		9.1	%		1.9	%		0.1	%		1.3	%		3.5	%		3.2	%		2.1	%		2.5	%		2.2	%
Divestiture		(1.8	%)		(5.6	%)		(1.5	%)		(0.1	%)		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%
Exchange		(4.3	%)		7.3	%		8.5	%		8.0	%		(6.0	%)		(20.9	%)		(24.5	%)		(12.0	%)		(17.1	%)
Total Change in Net Sales		2.7	%		3.0	%		14.8	%		19.9	%		1.8	%		(12.9	%)		(17.6	%)		(3.4	%)		(14.1	%)
Total Organic Growth		(0.2	%)		(0.7	%)		7.8	%		10.7	%		4.4	%		4.9	%		4.9	%		6.1	%		0.8	%
Asia/Pacific:
Volume		8.1	%		4.6	%		6.5	%		10.2	%		(3.7	%)		(7.6	%)		(3.8	%)		(1.4	%)		(2.2	%)
Price		0.0	%		2.3	%		2.8	%		5.6	%		5.2	%		7.2	%		6.4	%		6.1	%		4.1	%
Acquisition		2.3	%		0.0	%		2.8	%		1.8	%		(0.1	%)		8.9	%		15.4	%		6.8	%		12.7	%
Divestiture		(1.3	%)		(0.3	%)		(1.2	%)		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%
Exchange		(0.9	%)		1.5	%		10.4	%		5.8	%		(3.9	%)		(16.9	%)		(21.8	%)		(9.8	%)		(12.0	%)
Total Change in Net Sales		8.2	%		8.0	%		21.3	%		23.3	%		(2.4	%)		(8.3	%)		(3.8	%)		1.7	%		2.5	%
Total Organic Growth		8.1	%		6.9	%		9.3	%		15.8	%		1.5	%		(0.4	%)		2.6	%		4.7	%		1.9	%
U.S. Foodservice:
Volume		0.2	%		(0.4	%)		(1.1	%)		(4.3	%)		(5.1	%)		(8.7	%)		(5.8	%)		(6.0	%)		(6.0	%)
Price		0.3	%		1.7	%		1.7	%		1.5	%		2.6	%		4.6	%		5.1	%		3.5	%		5.6	%
Acquisition		3.9	%		1.6	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%
Divestiture		0.0	%		(3.7	%)		(0.4	%)		0.0	%		(1.3	%)		(0.9	%)		(1.2	%)		(0.9	%)		(1.6	%)
Exchange		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%
Total Change in Net Sales		4.4	%		(0.9	%)		0.2	%		(2.8	%)		(3.8	%)		(5.1	%)		(1.9	%)		(3.4	%)		(2.0	%)
Total Organic Growth		0.5	%		1.2	%		0.6	%		(2.8	%)		(2.5	%)		(4.1	%)		(0.7	%)		(2.5	%)		(0.4	%)
Rest of World:
Volume		2.6	%		5.0	%		6.3	%		12.6	%		6.3	%		2.7	%		(1.9	%)		4.6	%		(3.3	%)
Price		6.4	%		8.9	%		13.6	%		24.6	%		27.2	%		29.5	%		28.8	%		27.6	%		26.2	%
Acquisition		4.9	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.8	%		0.2	%		1.0	%
Divestiture		(8.3	%)		(11.8	%)		(1.7	%)		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%
Exchange		(3.9	%)		(2.3	%)		0.6	%		(0.9	%)		(3.5	%)		(9.7	%)		(6.0	%)		(5.2	%)		(3.1	%)
Total Change in Net Sales		1.7	%		(0.3	%)		18.7	%		36.4	%		30.0	%		22.4	%		21.7	%		27.3	%		20.9	%
Total Organic Growth		8.9	%		13.8	%		19.9	%		37.2	%		33.5	%		32.2	%		26.9	%		32.2	%		22.9	%
Total Heinz:
Volume		3.8	%		0.7	%		3.6	%		5.0	%		(1.3	%)		(6.4	%)		(2.3	%)		(1.5	%)		(4.3	%)
Price		(0.1	%)		2.1	%		3.3	%		5.2	%		7.1	%		8.0	%		7.5	%		7.0	%		6.0	%
Acquisition		5.6	%		1.5	%		0.6	%		0.7	%		1.2	%		2.5	%		3.3	%		2.0	%		3.1	%
Divestiture		(1.2	%)		(3.1	%)		(0.8	%)		0.0	%		(0.2	%)		(0.1	%)		(0.2	%)		(0.1	%)		(0.2	%)
Exchange		(1.5	%)		2.9	%		5.1	%		4.0	%		(3.3	%)		(11.4	%)		(13.9	%)		(6.6	%)		(9.0	%)
Total Change in Net Sales		6.7	%		4.1	%		11.9	%		14.9	%		3.5	%		(7.5	%)		(5.6	%)		0.8	%		(4.5	%)
Total Organic Growth		3.7	%		2.8	%		6.9	%		10.2	%		5.8	%		1.6	%		5.2	%		5.5	%		1.7	%
** Fiscal 2007 had one less week than Fiscal 2006
(Totals may not add due to rounding)

H. J. Heinz Company
Consolidated Balance Sheets
(Unaudited)
(In millions)		2006		2007		2008		2009	Q110
Current assets:
Cash and cash equivalents	$	445.4	$	652.9	$	617.7	$	373.1	$	550.7
Trade receivables, net		773.8		812.2		919.4		881.2		756.5
Other receivables, net		228.3		184.7		242.1		290.6		296.0
Inventories		1,073.7		1,198.0		1,378.2		1,237.6		1,333.5
Prepaid expenses		139.7		132.6		139.5		125.8		172.9
Short-term restricted cash		-		-		-		-		192.7
Other current assets		43.0		38.7		28.7		36.7		45.2
Total current assets		2,703.9		3,019.0		3,325.6		2,945.0		3,347.5
Property, plant and equipment, net		1,900.6		1,998.2		2,104.7		1,978.3		2,068.6
Other non-current assets:
Goodwill		2,822.6		2,834.6		2,997.5		2,687.8		2,817.3
Trademarks, net		776.9		892.7		957.1		889.8		934.5
Other intangibles, net		269.6		412.5		456.9		405.4		424.8
Long-term restricted cash		-		-		-		192.7		-
Other non-current assets		1,264.3		876.0		723.2		565.2		556.4
Total other non-current assets		5,133.3		5,015.9		5,134.8		4,740.9		4,733.0
Total assets	$	9,737.8	$	10,033.0	$	10,565.0	$	9,664.2	$	10,149.0
Current liabilities:
Short-term debt	$	54.1	$	165.1	$	124.3	$	61.3	$	90.9
Portion of long-term debt due within one year		0.9		303.2		328.4		4.3		4.6
Trade payables		879.5		972.5		1,125.0		955.4		947.9
Other payables		155.6		208.6		122.5		157.9		136.5
Salaries and wages		84.8		85.8		92.6		91.3		88.1
Accrued marketing		216.3		262.2		298.3		233.3		247.8
Other accrued liabilities		476.7		414.1		487.7		485.4		394.4
Income taxes		150.4		93.6		91.3		73.9		124.4
Total current liabilities		2,018.2		2,505.1		2,670.1		2,062.8		2,034.7
Long-term debt and other liabilities:
Long-term debt		4,357.0		4,413.6		4,730.9		5,076.2		5,234.5
Deferred income taxes		518.7		463.7		409.2		345.7		350.5
Other liabilities		674.8		710.6		801.3		900.3		827.8
Total long-term debt and other liabilities		5,550.6		5,587.9		5,941.4		6,322.2		6,412.8
Shareholders' equity:
Preferred stock		0.1		0.1		0.1		0.1		0.1
Common stock		107.8		107.8		107.8		107.8		107.8
Additional capital		502.2		580.6		617.8		737.9		725.2
Retained earnings		5,454.1		5,778.6		6,129.0		6,525.7		6,605.2
Less:
Treasury shares, at cost		3,852.2		4,406.1		4,905.8		4,881.8		4,866.6
Unearned compensation		32.8		-		-		-		-
Accumulated other comprehensive loss		130.4		219.3		61.1		1,269.7		938.8
Total H.J. Heinz Company shareholders'equity		2,048.8		1,841.7		1,887.8		1,219.9		1,632.9
Noncontrolling interest		120.2		98.3		65.7		59.2		68.7
Total shareholders' equity		2,169.0		1,940.0		1,953.5		1,279.1		1,701.6
Total liabilities and shareholder's equity	$	9,737.8	$	10,033.0	$	10,565.0	$	9,664.2	$	10,149.0
The following are acquisitions (A) and divestitures (D) that occurred during the respective years:
Fiscal 2006: HP Foods (A-U.K., U.S. and Canada), Petrosoyuz (A-Russia), Nancy's Specialty Foods, Inc. (A-U.S. and Canada), Kabobs, Inc. (A-U.S. Foodservice), European seafood (D),
Tegel® poultry (D- New Zealand), Hain equity investment (D-U.S.) and HAK® vegetable product line (D- Northern Europe).
Fiscal 2007: Renee's Gourmet Foods (A-Canada), non-core U.S. Foodservice product line (D), U.K. frozen and chilled product line (D) and Argentina pet food business (D).
Fiscal 2008: Cottee's® and Rose's® license (A-Australia and New Zealand), Wyko® brand and sauce business (A- Netherlands) and Portugal tomato paste business (D).
Fiscal 2009: Benedicta (A- France), La Bonne Cuisine (A- New Zealand), Golden Circle (A- Australia) and Papillion (A- South Africa)
Amounts and presentation has been restated pursuant with the Fiscal 2010 adoption of FAS 160.
(Totals may not add due to rounding)

H. J. Heinz Company
Consolidated Statements of Cash Flows
(Unaudited)
(In Millions)	2006*				2007			2008			2009		Q110
Cash Flows from Operating Activities
Net income	$	651.3		$	800.0		$	856.5		$	938.0		$	219.1
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation		227.5			233.4			250.8			241.3			61.3
Amortization		36.4			32.8			38.1			40.1			11.6
Deferred tax (benefit)/provision		(57.7	)		52.2			18.5			109.0			36.3
Other items, net		81.3			(4.6	)		(4.9	)		(225.2	)		(155.9	)
Changes in current assets and liabilities, excluding effects of acquisitions and divestitures:
Receivablse securitization facility		-			-			-			-			131.8
Receivables		115.6			11.0			(55.8	)		(10.9	)		57.3
Inventories		(47.4	)		(82.5	)		(133.6	)		50.7			(29.7	)
Prepaid expenses and other current assets		13.6			14.2			5.7			1.0			(28.2	)
Accounts payable		56.5			56.5			89.2			(62.9	)		(73.7	)
Accrued liabilities		57.4			(4.5	)		28.3			24.6			(102.7	)
Income taxes		(59.5	)		(46.3	)		95.6			61.2			41.7
Cash provided by operating activities		1,075.0			1,062.3			1,188.3			1,166.9			168.9
Investing activities:
Capital expenditures		(230.6	)		(244.6	)		(301.6	)		(292.1	)		(48.7	)
Proceeds from disposals of property, plant and equipment		19.4			60.7			8.5			5.4			0.6
Operating Free Cash Flow		863.8			878.4			895.2			880.2			120.8
Acquisitions, net of cash acquired		(1,100.4	)		(89.0	)		(151.6	)		(293.9	)		-
Net proceeds/(payments) related to divestitures		856.7			(4.1	)		63.5			13.4			1.7
Change in restricted cash		-			-			-			(192.7	)		-
Other items, net		3.1			(49.2	)		(173.0	)		(1.2	)		(0.2	)
Cash used for investing activities		(451.8	)		(326.2	)		(554.2	)		(761.2	)		(46.5	)
Financing activities:
Payments on long-term debt		(727.8	)		(52.1	)		(368.2	)		(427.4	)		(27.4	)
Proceeds from long-term debt		230.8			-			-			853.1			249.6
Proceeds/(payments) from commercial paper and short-term debt, net		298.5			384.1			483.7			(483.7	)		(67.2	)
Dividends		(408.2	)		(461.2	)		(485.2	)		(525.3	)		(133.0	)
Purchase of treasury stock		(823.4	)		(760.7	)		(580.7	)		(181.4	)		-
Exercise of stock options		142.0			259.8			78.6			264.9			2.0
Other items, net		18.5			9.2			113.7			(16.5	)		8.9
Cash used for financing activities		(1,269.4	)		(620.9	)		(758.1	)		(516.3	)		32.9
Cash provided by operating activities of discontinued operations spun-off to Del Monte		13.3			33.5			-			-			-
Effect of exchange rate changes on cash and cash equivalents		(5.4	)		58.8			88.8			(133.9	)		22.3
Net (decrease)/increase in cash and cash equivalents		(638.3	)		207.5			(35.2	)		(244.5	)		177.6
Cash and cash equivalents at beginning of year		1,083.7			445.4			652.9			617.7			373.1
Cash and cash equivalents at end of year	$	445.4		$	652.9		$	617.7		$	373.1		$	550.7
* Includes amounts from the European seafood and Tegel® poultry businesses that were discontinued in Fiscal 2006.
Amounts and presentation has been restated pursuant with the Fiscal 2010 adoption of FAS 160.
(Totals may not add due to rounding)