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): November 24, 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 November 24, 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 second quarters and six months ended October 28, 2009 and October 29, 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 November 24, 2009.  This five-year summary reflects recast financial information which reports the operating results of the Kabobs frozen hors d'oeuvres business, which was sold during the second quarter of Fiscal 2010, in discontinued operations for all periods presented.

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 November 24, 2009
99.2	H. J. Heinz Company Summary of Financial Results dated November 24, 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 thereunto duly authorized.

		H.J. HEINZ COMPANY
		By:	/s/ Arthur B. Winkleblack
			Arthur B. Winkleblack
			Executive Vice President and
			Chief Financial Officer
Dated:	November 24, 2009

EXHIBIT INDEX

Exhibit No.	Description
99.1	H. J. Heinz Company Press Release dated November 24, 2009
99.2	H. J. Heinz Company Summary of Financial Results dated November 24, 2009

EX-99.1

Exhibit 99.1

Heinz Reports Second-Quarter EPS of $0.76 from Continuing Operations

Raises Full-Year EPS Outlook to a Range of $2.72 -- $2.82 from Continuing Operations

PITTSBURGH--(BUSINESS WIRE)--November 24, 2009--H.J. Heinz Company (NYSE:HNZ):

Continuing Operations:

• Reported sales grew 2.5% to $2.67 billion, led by double-digit organic growth in Emerging Markets and acquisitions
• Operating income grew 6% to $408 million, with gross margins improving 60 basis points
• EPS of $0.76 was $0.10 lower than prior year due to an $0.18 currency hedge gain in Q2, Fiscal 2009
• On a constant currency basis, Heinz grew sales by 3.5%, operating income by 10.2%, and EPS by 15.9%
• 18^th consecutive quarter of organic sales growth
• Heinz raises full-year EPS outlook to a range of $2.72 -- $2.82 from its original range of $2.60 -- $2.70

Total Company:

• EPS of $0.73 reflects the one-time loss on sale of a small non-core business in U.S. Foodservice
• Operating free cash flow more than doubled to $293 million
• Heinz raises full-year operating free cash flow outlook to approximately $1 billion

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 Property, Plant & Equipment. 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 -- H.J. Heinz Company (NYSE:HNZ) delivered strong financial results in its fiscal second quarter, achieving growth of 2.5% in sales, 6% in operating income and earnings per share of $0.76 from continuing operations on higher margins, despite unfavorable foreign currency. The results were driven by 11.7% organic sales growth (6.8% reported) in Emerging Markets, higher sales of its Top 15 brands and carryover pricing from Fiscal 2009. Operating free cash flow more than doubled to $293 million in the quarter ended October 28, reflecting the Company’s strategic focus on cash, working capital and inventory reductions.

On a constant currency basis, Heinz grew sales by 3.5%, operating income by 10.2% and EPS by 15.9% from continuing operations.

Heinz today is raising its full-year Fiscal 2010 outlook for EPS from continuing operations to a range of $2.72 to $2.82, from its previous target of $2.60 to $2.70. Heinz also is raising its outlook for operating free cash flow to approximately $1 billion for the year, from an earlier range of $850 to $900 million. Heinz’s upgraded outlook for EPS and cash is based on its strong first-half results, the improving currency climate, the Company’s plans to significantly increase marketing and value-focused innovation in the second half of the year and confidence in its operating momentum.

Heinz Chairman, President and CEO William R. Johnson said: “Heinz delivered a strong financial performance in an adverse economic climate, led by our growing strength in Emerging Markets. Looking forward, the Company is raising its full-year outlook for earnings and cash flow and we expect increased top-line momentum in the second half of the fiscal year.”

Second-Quarter Results from Continuing Operations

Sales grew 2.5% to $2.67 billion, despite a 1% unfavorable impact of foreign currency. Heinz delivered organic sales growth for the 18^th consecutive quarter, driven by its strong growth in Emerging Markets, which was led by pricing and higher sales of nutritional beverages in India, and ketchup and baby food in both Latin America and Russia.

Globally, Infant Nutrition achieved 8.8% reported sales growth to lead the Company’s three core categories. The Company’s Top 15 brands delivered 5% reported sales growth, led by the Heinz brand. Rest of World led all segments with organic sales growth of 23.3%, followed by Europe and Asia-Pacific.

Acquisitions net of divestitures increased sales by 3.1%, driven by the December 2008 acquisition of Golden Circle in Australia, which has expanded Heinz’s Health & Wellness platform in beverages. Net pricing improved 4.6%, reflecting the carryover impact of pricing from the second half of Fiscal 2009, more than offsetting a 4.1% decline in volume. The volume results primarily reflected the timing impact of pricing actions taken last year in North America Consumer Products and lower volume in the U.S. Foodservice business, reflecting lower guest traffic in the U.S. restaurant sector and the Company’s ongoing strategy to discontinue lower profit products.

“We expect solid volume growth in the second half, fueled by significant increases in marketing, consumer-driven innovation and brand support initiatives that are underway to further leverage our strong brand equities, especially in developed markets,” Mr. Johnson said.

Gross margin increased to 35.8%, reflecting improved pricing and productivity, partially offset by higher commodity costs. Net input costs rose 4% as lower energy costs in the quarter were more than offset by higher costs largely for tomatoes, potatoes and tinplate and the continuing impact of currency cross rates. SG&A, excluding marketing, decreased as a percentage of sales due to effective cost management and productivity in S&D.

Operating income increased 6% to $408 million, reflecting carryover pricing, improved productivity and disciplined cost management. On a constant currency basis, operating income grew 10.2%.

Pre-tax profit and EPS from continuing operations declined 15.2% and 11.6% respectively, due to a $92 million pre-tax gain ($0.18 at EPS) in last year’s second quarter related to translation hedges on key currencies.

On a constant currency basis, EPS grew 15.9%. The Company’s tax rate for the quarter was 25.6%, versus 28.6% a year ago reflecting tax planning and audit settlements.

Including discontinued operations (discussed below), Heinz reported net income of $231 million, or $0.73 per share.

Discontinued Operations

During the second quarter of Fiscal 2010, the Company completed the sale of its Kabobs frozen hors d’oeuvres business within the U.S. Foodservice segment, resulting in a $15 million pre-tax ($10.9 million after-tax) loss, which has been recorded in discontinued operations. In Fiscal 2009, Kabobs had reported sales of $17 million. The sale of this business is not expected to have a material impact on the future profitability of the Company.

Subsequent Event

On November 23, 2009, Heinz completed the sale of its private label frozen desserts business in the UK. The sale comprises two manufacturing facilities in the UK (Okehampton and Leamington Spa) with 580 employees. The transaction will result in a $33 million pre-tax loss during the third quarter, which will be recorded in discontinued operations.

Second Quarter Marketing Highlights

• Marketing investments increased 14% from a year ago, reflecting Heinz’s commitment to driving growth in its core brands.
• Heinz UK launched its biggest marketing campaign in five years to support its family of products – “It Has to be Heinz.”
• Heinz reported soup sales in the UK grew 11% driven by innovation and pricing.
• Heinz Ketchup achieved a share of 82% in Canada, fueled by a marketing campaign celebrating the Company’s 100^th anniversary in that nation.
• In Mexico’s modern trade, Heinz Ketchup achieved a record market share of 12% in that fast-growing Emerging Market.
• In Russia, the second-largest ketchup market in the world, the Company achieved another record share of more than 22% for ketchup and sauces.
• Reported sales of Complan nutritional beverages in India grew 15% as Heinz increased marketing and distribution, with a focus on children’s health.
• In Australia, Heinz introduced Golden Circle LOL fizzy fruit juices and GC Raw, a blend of fruit and vegetable juices, to expand its healthy beverage line.

Second Quarter Results from Continuing Operations, By Segment

North American Consumer Products

Sales of the North American Consumer Products segment decreased 4.3%, with an organic sales decline of 4.7%. Sales were impacted by the timing of pricing actions at the end of Q2 last year. Favorable Canadian exchange translation rates increased sales 0.4%. Operating income increased 4.9% due to pricing, productivity and lower fuel costs.

Europe

Sales declined 3.3% due to unfavorable foreign exchange translation rates of 5.1%. Organic sales in Europe increased 1.7%. Operating income was flat versus prior year, primarily reflecting the cross currency rate movements in the British Pound versus the Euro and U.S. Dollar.

Asia-Pacific

Heinz Asia-Pacific’s sales increased 27.4%, primarily reflecting the impact of acquisitions, which included Golden Circle Limited, a health-oriented fruit and juice business in Australia, and La Bonne Cuisine, a chilled dip business in New Zealand. Favorable exchange translation rates increased sales by 4%. Operating income increased 4.6%. Acquisitions had a favorable impact on operating income dollars but negatively impacted margins.

U.S. Foodservice

Both reported and organic sales of the U.S. Foodservice segment decreased 0.9%, largely reflecting reduced restaurant guest traffic. Operating income increased 15.1% as the foodservice business continued to reduce costs and streamline and simplify its portfolio.

Rest of World

Both reported and organic sales for Rest of World increased 23.3%. Foreign exchange translation rates decreased sales 1%, which was offset by a 1% gain due to acquisitions. Operating income increased 40.1%.

Year-to-Date

In the six months ended October 28, 2009, total Company net income attributable to H.J. Heinz Company was $444 million, or $1.40 per diluted share, compared with $506 million, or $1.58 per diluted share a year ago. On a constant currency, continuing operations basis, sales rose 4.1%, operating income grew 7.8% and EPS increased 12.8%.

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 William R. Johnson, Chairman, President and CEO, and 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, 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)
	Second Quarter Ended					Six Months Ended
	October 28, 2009			October 29, 2008		October 28, 2009			October 29, 2008
	FY2010			FY2009		FY2010			FY2009
Sales	$	2,672,152		$	2,606,944	$	5,137,277		$	5,185,748
Cost of products sold		1,714,762			1,688,357		3,305,765			3,332,742
Gross profit		957,390			918,587		1,831,512			1,853,006
Selling, general and administrative expenses		549,119			533,341		1,056,608			1,074,254
Operating income		408,271			385,246		774,904			778,752
Interest income		7,517			10,843		36,175			22,271
Interest expense		71,625			83,978		154,614			158,583
Other (expense)/income, net		(9,626	)		82,332		(15,040	)		79,628
Income from continuing operations before income taxes		334,537			394,443		641,425			722,068
Provision for income taxes		85,668			112,661		173,016			205,242
Income from continuing operations		248,869			281,782		468,409			516,826
(Loss)/income from discontinued operations, net of tax		(11,542	)		677		(11,990	)		(83	)
Net income		237,327			282,459		456,419			516,743
Less: Net income attributable to the noncontrolling interest		5,892			5,749		12,420			11,069
Net income attributable to H.J. Heinz Company	$	231,435		$	276,710	$	443,999		$	505,674
Income/(loss) per common share:
Diluted
Continuing operations attributable to H.J. Heinz Company common shareholders	$	0.76		$	0.86	$	1.43		$	1.58
Discontinued operations attributable to H.J. Heinz Company common shareholders		(0.04	)		-		(0.04	)		-
Net income attributable to H.J. Heinz Company common shareholders	$	0.73		$	0.87	$	1.40		$	1.58
Average common shares
outstanding - diluted		317,405			318,437		317,395			317,710
Basic
Continuing operations attributable to H.J. Heinz Company common shareholders	$	0.77		$	0.88	$	1.44		$	1.61
Discontinued operations attributable to H.J. Heinz Company common shareholders		(0.04	)		-		(0.04	)		-
Net income attributable to H.J. Heinz Company common shareholders	$	0.73		$	0.88	$	1.40		$	1.61
Average common shares
outstanding - basic		315,477			313,670		315,288			312,923
Cash dividends per share	$	0.42		$	0.415	$	0.84		$	0.83
Amounts attributable to H.J. Heinz Company common shareholders:
Income from continuing operations, net of tax	$	242,977		$	276,033	$	455,989		$	505,757
(Loss)/income from discontinued operations, net of tax		(11,542	)		677		(11,990	)		(83	)
Net income	$	231,435		$	276,710	$	443,999		$	505,674
(Totals may not add due to rounding)

H.J. Heinz Company and Subsidiaries
Segment Data
(Amounts in thousands)		Second Quarter Ended						Six Months Ended
		October 28, 2009			October 29, 2008			October 28, 2009			October 29, 2008
		FY2010			FY2009			FY2010			FY2009
Net external sales:
	North American Consumer Products	$	791,511		$	827,278		$	1,518,753		$	1,568,460
	Europe		858,529			887,946			1,647,369			1,806,137
	Asia/Pacific		491,957			386,158			961,191			843,971
	U.S. Foodservice		381,983			385,427			725,686			734,436
	Rest of World		148,172			120,135			284,278			232,744
	Consolidated Totals	$	2,672,152		$	2,606,944		$	5,137,277		$	5,185,748
Operating income (loss):
	North American Consumer Products	$	200,868		$	191,503		$	385,073		$	359,611
	Europe		134,431			134,768			260,072			291,508
	Asia/Pacific		53,044			50,707			106,308			117,226
	U.S. Foodservice		43,411			37,709			75,279			63,961
	Rest of World		20,866			14,889			38,969			27,539
	Other:
	Non-Operating		(44,349	)		(44,330	)		(75,048	)		(81,093	)
	Up front productivity charges (a)		-			-			(15,749	)		-
	Consolidated Totals	$	408,271		$	385,246		$	774,904		$	778,752
The company's revenues are generated via the sale of products in the following categories:
	Ketchup and Sauces	$	1,110,133		$	1,077,067		$	2,178,946		$	2,175,652
	Meals and Snacks		1,130,568			1,168,681			2,078,203			2,222,440
	Infant/Nutrition		291,574			267,972			583,528			577,438
	Other		139,877			93,224			296,600			210,218
	Total	$	2,672,152		$	2,606,944		$	5,137,277		$	5,185,748

(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
Sales Variance Analysis
	2006**	2007**	2008	Q109	Q209	Q309	Q409	2009	Q110
Total Heinz (Continuing Operations):
Volume	3.8%	0.7%	3.6%	5.1%	(1.2%)	(6.4%)	(2.2%)	(1.4%)	(4.3%)
Price	(0.1%)	2.1%	3.4%	5.2%	7.1%	8.0%	7.5%	7.0%	6.0%
Acquisition	5.5%	1.2%	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%)	(14.0%)	(6.6%)	(9.0%)
Total Change in Net Sales	6.6%	3.9%	12.0%	15.0%	3.6%	(7.5%)	(5.6%)	0.8%	(4.4%)
Total Organic Growth (a)	3.7%	2.8%	7.0%	10.3%	5.9%	1.6%	5.3%	5.6%	1.7%

(a) Organic sales growth is a non-GAAP measure that excludes the impact of foreign currency exchange rates and acquisitions/divestitures.

** Fiscal 2007 had one less week than Fiscal 2006

Amounts have been restated for the Kabobs disposal which was reported in discontinued operations in the second quarter of Fiscal 2010.

(Totals may not add due to rounding)

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 November 24, 2009:
Operating Free Cash Flow Calculation		Second Quarter Ended								Six Months Ended
(amounts in thousands)		October 28, 2009				October 29, 2008				October 28, 2009				October 29, 2008
		FY 2010				FY 2009				FY 2010				FY 2009
	Cash provided by operating activities	$	340,008			$	227,502			$	508,876			$	213,567
	Capital expenditures		(47,462	)			(82,584	)			(96,170	)			(124,218	)
	Proceeds from disposals of property, plant and equipment		319				447				964				1,136
	Operating Free Cash Flow	$	292,865			$	145,365			$	413,670			$	90,485
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.
		Second Quarter ended October 28, 2009
																						Total Net
										Organic				Foreign				Acquisitions/				Sales
		Volume			+	Price			=	Sales Growth (a)			+	Exchange			+	Divestitures			=	Change
Segment:
	North American Consumer Products		(8.0	%)			3.3	%			(4.7	%)			0.4	%			0.0	%		(4.3	%)
	Europe		(2.1	%)			3.8	%			1.7	%			(5.1	%)			0.0	%		(3.3	%)
	Asia/Pacific		(0.3	%)			3.4	%			3.1	%			4.0	%			20.3	%		27.4	%
	U.S. Foodservice		(5.6	%)			4.7	%			(0.9	%)			0.0	%			0.0	%		(0.9	%)
	Rest of World		0.7	%			22.6	%			23.3	%			(1.0	%)			1.0	%		23.3	%
	Consolidated Totals		(4.1	%)			4.6	%			0.5	%			(1.0	%)			3.1	%		2.5	%
		Six Months ended October 28, 2009
																						Total Net
										Organic				Foreign				Acquisitions/				Sales
		Volume			+	Price			=	Sales Growth (a)			+	Exchange			+	Divestitures			=	Change
Segment:
	North American Consumer Products		(6.6	%)			4.3	%			(2.3	%)			(0.9	%)			0.0	%		(3.2	%)
	Europe		(3.2	%)			4.5	%			1.3	%			(11.2	%)			1.2	%		(8.8	%)
	Asia/Pacific		(1.3	%)			3.7	%			2.4	%			(4.7	%)			16.1	%		13.9	%
	U.S. Foodservice		(5.6	%)			5.2	%			(0.4	%)			0.0	%			(0.8	%)		(1.2	%)
	Rest of World		(1.2	%)			24.3	%			23.1	%			(2.0	%)			1.0	%		22.1	%
	Consolidated Totals		(4.2	%)			5.3	%			1.1	%			(5.0	%)			3.0	%		(0.9	%)
	(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 November 24, 2009 represent the change in this year's constant currency results versus the prior year constant currency results.
(Amounts in thousands except per share data)		Reported Results			-	Currency Translation			-	UK Transaction			-	Currency Translation Hedges			=	Constant Currency Results				Constant Currency Change (d)
Second Quarter Ended October 28, 2009
	Total Sales	$	2,672,152			$	(27,268	)		$	-			$	-			$	2,699,420		(b)	3.5	%
	Total Operating income	$	408,271			$	(3,648	)		$	(12,597	)		$	-			$	424,516		(b)	10.2	%
	EPS from continuing operations	$	0.76			$	(0.01	)		$	(0.03	)		$	-			$	0.80		(b)	15.9	%
Second Quarter Ended October 29, 2008
	Total Sales	$	2,606,944			$	-			$	-			$	-			$	2,606,944
	Total Operating income	$	385,246			$	-			$	-			$	-			$	385,246
	EPS from continuing operations	$	0.86			$	-			$	-			$	0.18			$	0.69		(c)
Six Months Ended October 28, 2009
	Total Sales	$	5,137,277			$	(259,945	)		$	-			$	-			$	5,397,222		(b)	4.1	%
	Total Operating income	$	774,904			$	(38,604	)		$	(25,932	)		$	-			$	839,440		(b)	7.8	%
	EPS from continuing operations	$	1.43			$	(0.09	)		$	(0.06	)		$	(0.01	)		$	1.59		(b)	12.8	%
Six Months Ended October 29, 2008
	Total Sales	$	5,185,748			$	-			$	-			$	-			$	5,185,748
	Total Operating income	$	778,752			$	-			$	-			$	-			$	778,752
	EPS from continuing operations	$	1.58			$	-			$	-			$	0.18			$	1.41		(c)
Organic Sales		Organic Sales Growth (a)			+	Foreign Exchange			+	Acquisitions/ Divestitures			=	Total Net Sales Change
	Q2 Emerging Markets		11.7	%			(5.2	%)			0.3	%			6.8	%

(a) Organic sales growth is a non-GAAP measure that excludes the impact of foreign currency translation 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 FY10 constant currency results versus 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			Q210
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		$	1,110.1
Meals and Snacks		3,874.4			4,000.3			4,500.2			1,053.8			1,168.7			1,066.9			1,055.3			4,344.7			947.6			1,130.6
Infant/Nutrition		863.9			929.1			1,089.5			309.5			268.0			252.8			275.1			1,105.3			292.0			291.6
Other		372.4			364.3			377.7			117.0			93.2			90.2			128.9			429.3			156.7			139.9
Total Sales		8,641.1			8,975.8			10,049.3			2,578.8			2,606.9			2,410.3			2,534.8			10,130.9			2,465.1			2,672.2
Cost of products sold		5,548.8			5,591.0			6,373.6			1,644.4			1,688.4			1,556.7			1,660.4			6,549.9			1,591.0			1,714.8
Gross Profit		3,092.3			3,384.7			3,675.7			934.4			918.6			853.7			874.4			3,581.0			874.1			957.4
Gross Margin		35.8	%		37.7	%		36.6	%		36.2	%		35.2	%		35.4	%		34.5	%		35.3	%		35.5	%		35.8	%
Selling, general and adminstrative expenses		1,979.2			1,942.9			2,107.9			540.9			533.3			471.8			540.4			2,086.4			507.5			549.1
Operating Income		1,113.1			1,441.8			1,567.9			393.5			385.2			381.9			333.9			1,494.6			366.6			408.3
Net Interest Expense		283.1			291.2			323.3			63.2			73.1			70.2			69.0			275.5			54.3			64.1
Asset impairment charges for cost and equity investments		111.0			-			-			-			-			-			-			-			-			-
Other (Expense)/Income, net		(20.3	)		(16.7	)		(16.3	)		(2.7	)		82.3			17.5			(4.2	)		92.9			(5.4	)		(9.6	)
Income from Continuing Operations before income taxes		698.7			1,134.0			1,228.3			327.6			394.4			329.2			260.8			1,312.0			306.9			334.5
Provision for income taxes		250.5			331.0			372.5			92.6			112.7			85.3			82.9			373.5			87.3			85.7
Income from continuing operations		448.2			803.0			855.8			235.0			281.8			243.8			177.9			938.5			219.5			248.9
Income/(loss) from discontinued operations, net of tax		203.1			(3.0	)		0.6			(0.8	)		0.7			-			(0.4	)		(0.6	)		(0.4	)		(11.5	)
Net Income		651.3			800.0			856.5			234.3			282.5			243.8			177.4			938.0			219.1			237.3
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	)		(5.9	)
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		$	231.4
Income/(loss) per common share - Diluted
Continuing operations	$	1.29		$	2.37		$	2.61		$	0.72		$	0.86		$	0.76		$	0.55		$	2.89		$	0.67		$	0.76
Discontinued operations		0.59			(0.01	)		0.00			-			-			-			-			-			-			(0.04	)
Net Income	$	1.88		$	2.36		$	2.61		$	0.72		$	0.87		$	0.76		$	0.55		$	2.89		$	0.67		$	0.73
Average common shares outstanding - diluted		342.1			332.5			321.7			316.8			318.4			318.7			318.3			318.1			317.2			317.4
Income/(loss) per common share - Basic
Continuing operations	$	1.30		$	2.39		$	2.65		$	0.73		$	0.88		$	0.77		$	0.56		$	2.93		$	0.67		$	0.77
Discontinued operations		0.60			(0.01	)		0.00			-			-			-			-			-			-			(0.04	)
Net Income	$	1.90		$	2.39		$	2.65		$	0.73		$	0.88		$	0.77		$	0.55		$	2.93		$	0.67		$	0.73
Average common shares outstanding - basic		339.1			328.6			317.0			312.0			313.7			314.5			314.8			313.7			315.1			315.5
Fiscal year 2006 contains special items. Please refer to published financial statements for further information.
Amounts have been restated for the Kabobs disposal which was reported in discontinued operations in the second quarter of Fiscal 2010.
(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			Q210
Reported results from continuing operations
Net Sales	$	8,641.0		$	8,975.8		$	10,049.3		$	2,578.8		$	2,606.9		$	2,410.3		$	2,534.8		$	10,130.9		$	2,465.1		$	2,672.2
Gross Profit	$	3,092.3		$	3,384.7		$	3,675.7		$	934.4		$	918.6		$	853.7		$	874.4		$	3,581.0		$	874.1		$	957.4
Separation, downsizing and integration		17.4			-			-			-			-			-			-			-			-			-
Net loss on disposals & impairments		74.1			-			-			-			-			-			-			-			-			-
Gross Profit excluding special items	$	3,183.9		$	3,384.7		$	3,675.7		$	934.4		$	918.6		$	853.7		$	874.4		$	3,581.0		$	874.1		$	957.4
Operating Income	$	1,113.1		$	1,441.8		$	1,567.9		$	393.5		$	385.2		$	381.9		$	333.9		$	1,494.6		$	366.6		$	408.3
Separation, downsizing and integration		146.7			-			-			-			-			-			-			-			-			-
Net loss on disposals & impairments		89.7			-			-			-			-			-			-			-			-			-
Operating Income excluding special items	$	1,349.5		$	1,441.8		$	1,567.9		$	393.5		$	385.2		$	381.9		$	333.9		$	1,494.6		$	366.6		$	408.3
Income from continuing operations attributable to H.J. Heinz Company	$	442.5		$	788.7		$	844.3		$	229.7		$	276.0		$	242.3		$	175.6		$	923.6		$	213.0		$	328.6
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	$	717.4		$	788.7		$	844.3		$	229.7		$	276.0		$	242.3		$	175.6		$	923.6		$	213.0		$	328.6
Earnings per share from continuing operations attributable to H.J. Heinz Company	$	1.29		$	2.37		$	2.61		$	0.72		$	0.86		$	0.76		$	0.55		$	2.89		$	0.67		$	0.76
Separation, downsizing and integration		0.28			0.00			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			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			0.00
American jobs creation act		0.07			0.00			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		$	2.37		$	2.61		$	0.72		$	0.86		$	0.76		$	0.55		$	2.89		$	0.67		$	0.76
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		$	200.9
Europe		526.4			566.4			636.9			156.7			134.8			133.3			136.4			561.3			125.6			134.4
Asia / Pacific		126.6			150.2			194.9			66.5			50.7			31.5			33.8			182.5			53.3			53.0
U.S. Foodservice		211.5			211.4			168.8			26.3			37.7			36.4			30.0			130.4			31.9			43.4
Rest of World		31.6			39.5			45.4			12.7			14.9			11.8			13.0			52.3			18.1			20.9
Other:
Non-operating		(136.6	)		(151.2	)		(156.5	)		(36.8	)		(44.3	)		(22.6	)		(53.0	)		(156.7	)		(30.7	)		(44.3	)
Streamling costs (a)		-			-			-			-			-			-			-			-			(15.7	)		-
Total Operating Income	$	1,349.5		$	1,441.8		$	1,567.9		$	393.5		$	385.2		$	381.9		$	333.9		$	1,494.6		$	366.6		$	408.3
(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 have been restated for the Kabobs disposal which was reported in discontinued operations in the second quarter of Fiscal 2010.
(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			Q210
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		$	791.5
Europe		2,987.7			3,076.8			3,532.3			918.2			887.9			804.4			800.2			3,410.7			788.8			858.5
Asia / Pacific		1,221.1			1,319.2			1,599.9			457.8			386.2			354.4			429.0			1,627.4			469.2			492.0
U.S. Foodservice		1,567.4			1,530.5			1,537.9			349.0			385.4			376.1			378.2			1,488.7			343.7			382.0
Rest of World		310.7			309.8			367.7			112.6			120.1			113.8			121.4			468.0			136.1			148.2
Sales (Net Revenue)	$	8,641.0		$	8,975.8		$	10,049.3		$	2,578.8		$	2,606.9		$	2,410.3		$	2,534.8		$	10,130.9		$	2,465.1		$	2,672.2
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	%)		(8.0	%)
Price		0.4	%		2.1	%		3.5	%		5.6	%		8.0	%		5.8	%		7.6	%		6.8	%		5.4	%		3.3	%
Acquisition		3.9	%		1.9	%		0.7	%		0.0	%		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	%		0.0	%
Exchange		1.3	%		0.7	%		2.2	%		1.3	%		(1.5	%)		(3.8	%)		(4.3	%)		(2.3	%)		(2.4	%)		0.4	%
Total Change in Net Sales		13.2	%		7.3	%		9.9	%		11.5	%		9.4	%		(5.7	%)		2.9	%		4.1	%		(1.9	%)		(4.3	%)
Total Organic Growth		8.1	%		4.7	%		7.0	%		10.3	%		10.9	%		(1.8	%)		7.3	%		6.4	%		0.5	%		(4.7	%)
Europe:
Volume		1.2	%		(2.4	%)		4.5	%		6.4	%		(2.8	%)		(4.8	%)		(1.7	%)		(1.0	%)		(4.3	%)		(2.1	%)
Price		(1.4	%)		1.7	%		3.3	%		4.3	%		7.2	%		9.7	%		6.6	%		7.1	%		5.1	%		3.8	%
Acquisition		9.1	%		1.9	%		0.1	%		1.3	%		3.5	%		3.2	%		2.1	%		2.5	%		2.2	%		0.1	%
Divestiture		(1.8	%)		(5.6	%)		(1.5	%)		(0.1	%)		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		(0.1	%)
Exchange		(4.3	%)		7.3	%		8.5	%		8.0	%		(6.0	%)		(20.9	%)		(24.5	%)		(12.0	%)		(17.1	%)		(5.1	%)
Total Change in Net Sales		2.7	%		3.0	%		14.8	%		19.9	%		1.8	%		(12.9	%)		(17.6	%)		(3.4	%)		(14.1	%)		(3.3	%)
Total Organic Growth		(0.2	%)		(0.7	%)		7.8	%		10.7	%		4.4	%		4.9	%		4.9	%		6.1	%		0.8	%		1.7	%
Asia/Pacific:
Volume		8.1	%		4.6	%		6.5	%		10.2	%		(3.7	%)		(7.6	%)		(3.8	%)		(1.4	%)		(2.2	%)		(0.3	%)
Price		0.0	%		2.3	%		2.8	%		5.6	%		5.2	%		7.2	%		6.4	%		6.1	%		4.1	%		3.4	%
Acquisition		2.3	%		0.0	%		2.8	%		1.8	%		(0.1	%)		8.9	%		15.4	%		6.8	%		12.7	%		20.3	%
Divestiture		(1.3	%)		(0.3	%)		(1.2	%)		0.0	%		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	%)		4.0	%
Total Change in Net Sales		8.2	%		8.0	%		21.3	%		23.3	%		(2.4	%)		(8.3	%)		(3.8	%)		1.7	%		2.5	%		27.4	%
Total Organic Growth		8.1	%		6.9	%		9.3	%		15.8	%		1.5	%		(0.4	%)		2.6	%		4.7	%		1.9	%		3.1	%
U.S. Foodservice:
Volume		0.2	%		(0.4	%)		(0.8	%)		(4.1	%)		(4.8	%)		(8.4	%)		(5.6	%)		(5.8	%)		(5.7	%)		(5.6	%)
Price		0.3	%		1.7	%		1.7	%		1.4	%		2.5	%		4.6	%		5.1	%		3.5	%		5.7	%		4.7	%
Acquisition		3.8	%		0.1	%		0.0	%		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	%)		(1.0	%)		(1.2	%)		(0.9	%)		(1.6	%)		0.0	%
Exchange		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%
Total Change in Net Sales		4.2	%		(2.4	%)		0.5	%		(2.6	%)		(3.6	%)		(4.8	%)		(1.6	%)		(3.2	%)		(1.5	%)		(0.9	%)
Total Organic Growth		0.5	%		1.3	%		0.9	%		(2.6	%)		(2.3	%)		(3.8	%)		(0.5	%)		(2.3	%)		0.0	%		(0.9	%)
Rest of World:
Volume		2.6	%		5.0	%		6.3	%		12.6	%		6.3	%		2.7	%		(1.9	%)		4.6	%		(3.3	%)		0.7	%
Price		6.4	%		8.9	%		13.6	%		24.6	%		27.2	%		29.5	%		28.8	%		27.6	%		26.2	%		22.6	%
Acquisition		4.9	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.8	%		0.2	%		1.0	%		1.0	%
Divestiture		(8.3	%)		(11.8	%)		(1.7	%)		0.0	%		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	%)		(1.0	%)
Total Change in Net Sales		1.7	%		(0.3	%)		18.7	%		36.4	%		30.0	%		22.4	%		21.7	%		27.3	%		20.9	%		23.3	%
Total Organic Growth		8.9	%		13.8	%		19.9	%		37.2	%		33.5	%		32.2	%		26.9	%		32.2	%		22.9	%		23.3	%
Total Heinz:
Volume		3.8	%		0.7	%		3.6	%		5.1	%		(1.2	%)		(6.4	%)		(2.2	%)		(1.4	%)		(4.3	%)		(4.1	%)
Price		(0.1	%)		2.1	%		3.4	%		5.2	%		7.1	%		8.0	%		7.5	%		7.0	%		6.0	%		4.6	%
Acquisition		5.5	%		1.2	%		0.6	%		0.7	%		1.2	%		2.5	%		3.3	%		2.0	%		3.1	%		3.1	%
Divestiture		(1.2	%)		(3.1	%)		(0.8	%)		0.0	%		(0.2	%)		(0.1	%)		(0.2	%)		(0.1	%)		(0.2	%)		0.0	%
Exchange		(1.5	%)		2.9	%		5.1	%		4.0	%		(3.3	%)		(11.4	%)		(14.0	%)		(6.6	%)		(9.0	%)		(1.0	%)
Total Change in Net Sales		6.6	%		3.9	%		12.0	%		15.0	%		3.6	%		(7.5	%)		(5.6	%)		0.8	%		(4.4	%)		2.5	%
Total Organic Growth		3.7	%		2.8	%		7.0	%		10.3	%		5.9	%		1.6	%		5.3	%		5.6	%		1.7	%		0.5	%
** Fiscal 2007 had one less week than Fiscal 2006
Amounts have been restated for the Kabobs disposal which was reported in discontinued operations in the second quarter of Fiscal 2010.
(Totals may not add due to rounding)

H. J. Heinz Company
Consolidated Balance Sheets
(Unaudited)
(In millions)		2006		2007		2008		2009	Q210
Current assets:
Cash and cash equivalents	$	445.4	$	652.9	$	617.7	$	373.1	$	460.6
Trade receivables, net		773.8		812.2		919.4		881.2		806.1
Other receivables, net		228.3		184.7		242.1		290.6		334.0
Inventories		1,073.7		1,198.0		1,378.2		1,237.6		1,502.9
Prepaid expenses		139.7		132.6		139.5		125.8		141.6
Other current assets		43.0		38.7		28.7		36.7		43.5
Total current assets		2,703.9		3,019.0		3,325.6		2,945.0		3,288.7
Property, plant and equipment, net		1,900.6		1,998.2		2,104.7		1,978.3		2,117.3
Other non-current assets:
Goodwill		2,822.6		2,834.6		2,997.5		2,687.8		2,865.7
Trademarks, net		776.9		892.7		957.1		889.8		947.8
Other intangibles, net		269.6		412.5		456.9		405.4		422.5
Long-term restricted cash		-		-		-		192.7		-
Other non-current assets		1,264.3		876.0		723.2		565.2		631.0
Total other non-current assets		5,133.3		5,015.9		5,134.8		4,740.9		4,867.0
Total assets	$	9,737.8	$	10,033.0	$	10,565.0	$	9,664.2	$	10,273.0
Current liabilities:
Short-term debt	$	54.1	$	165.1	$	124.3	$	61.3	$	45.8
Portion of long-term debt due within one year		0.9		303.2		328.4		4.3		4.4
Trade payables		879.5		972.5		1,125.0		955.4		1,050.6
Other payables		155.6		208.6		122.5		157.9		140.1
Salaries and wages		84.8		85.8		92.6		91.3		88.1
Accrued marketing		216.3		262.2		298.3		233.3		276.4
Other accrued liabilities		476.7		414.1		487.7		485.4		438.9
Income taxes		150.4		93.6		91.3		73.9		87.1
Total current liabilities		2,018.2		2,505.1		2,670.1		2,062.8		2,131.3
Long-term debt and other liabilities:
Long-term debt		4,357.0		4,413.6		4,730.9		5,076.2		4,848.9
Deferred income taxes		518.7		463.7		409.2		345.7		489.7
Other liabilities		674.8		710.6		801.3		900.3		797.6
Total long-term debt and other liabilities		5,550.6		5,587.9		5,941.4		6,322.2		6,136.2
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		719.8
Retained earnings		5,454.1		5,778.6		6,129.0		6,525.7		6,703.2
Less:
Treasury shares, at cost		3,852.2		4,406.1		4,905.8		4,881.8		4,845.4
Unearned compensation		32.8		-		-		-		-
Accumulated other comprehensive loss		130.4		219.3		61.1		1,269.7		755.6
Total H.J. Heinz Company shareholders'equity		2,048.8		1,841.7		1,887.8		1,219.9		1,929.9
Noncontrolling interest		120.2		98.3		65.7		59.2		75.7
Total shareholders' equity		2,169.0		1,940.0		1,953.5		1,279.1		2,005.5
Total liabilities and shareholder's equity	$	9,737.8	$	10,033.0	$	10,565.0	$	9,664.2	$	10,273.0
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)
Fiscal 2010: Kabobs (D- U.S.)
(Totals may not add due to rounding)

H. J. Heinz Company
Consolidated Statements of Cash Flows
(Unaudited)
(In Millions)	2006 (a)(b)				2007 (b)			2008 (b)			2009 (b)		Six Mo. FY10 (b)
Cash Flows from Operating Activities
Net income	$	651.3		$	800.0		$	856.5		$	938.0		$	456.4
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation		227.5			233.4			250.8			241.3			124.1
Amortization		36.4			32.8			38.1			40.1			24.0
Deferred tax (benefit)/provision		(57.7	)		52.2			18.5			109.0			113.4
Other items, net		81.3			(4.6	)		(4.9	)		(225.2	)		(120.6	)
Changes in current assets and liabilities, excluding effects of acquisitions and divestitures:
Receivablse securitization facility		-			-			-			-			126.3
Receivables		115.6			11.0			(55.8	)		(10.9	)		29.3
Inventories		(47.4	)		(82.5	)		(133.6	)		50.7			(168.5	)
Prepaid expenses and other current assets		13.6			14.2			5.7			1.0			4.0
Accounts payable		56.5			56.5			89.2			(62.9	)		(10.3	)
Accrued liabilities		57.4			(4.5	)		28.3			24.6			(52.8	)
Income taxes		(59.5	)		(46.3	)		95.6			61.2			(16.4	)
Cash provided by operating activities		1,075.0			1,062.3			1,188.3			1,166.9			508.9
Investing activities:
Capital expenditures		(230.6	)		(244.6	)		(301.6	)		(292.1	)		(96.2	)
Proceeds from disposals of property, plant and equipment		19.4			60.7			8.5			5.4			1.0
Operating Free Cash Flow		863.8			878.4			895.2			880.2			413.7
Acquisitions, net of cash acquired		(1,100.4	)		(89.0	)		(151.6	)		(293.9	)		(0.3	)
Net proceeds/(payments) related to divestitures		856.7			(4.1	)		63.5			13.4			9.3
Change in restricted cash		-			-			-			(192.7	)		192.7
Other items, net		3.1			(49.2	)		(173.0	)		(1.2	)		(3.5	)
Cash (used for)/provided by investing activities		(451.8	)		(326.2	)		(554.2	)		(761.2	)		103.0
Financing activities:
Payments on long-term debt		(727.8	)		(52.1	)		(368.2	)		(427.4	)		(359.3	)
Proceeds from long-term debt		230.8			-			-			853.1			433.4
Proceeds/(payments) from commercial paper and short-term debt, net		298.5			384.1			483.7			(483.7	)		(427.4	)
Dividends		(408.2	)		(461.2	)		(485.2	)		(525.3	)		(266.2	)
Purchase of treasury stock		(823.4	)		(760.7	)		(580.7	)		(181.4	)		-
Exercise of stock options		142.0			259.8			78.6			264.9			5.1
Other items, net		18.5			9.2			113.7			(16.5	)		13.2
Cash used for financing activities		(1,269.4	)		(620.9	)		(758.1	)		(516.3	)		(601.3	)
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	)		76.8
Net (decrease)/increase in cash and cash equivalents		(638.3	)		207.5			(35.2	)		(244.5	)		87.4
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		$	460.6
(a) Includes amounts from the European seafood and Tegel® poultry businesses that were discontinued in Fiscal 2006.
(b) Includes amounts from the Kabobs business that was discontinued in the second quarter of Fiscal 2010.
(Totals may not add due to rounding)