##### Table of Contents





SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C. 20549
  FORM 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES 
    EXCHANGE ACT OF 1934For the fiscal year ended April 30, 2008oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES 
    EXCHANGE ACT OF 1934For the transition period from
    to     H. J. HEINZ COMPANY
 (Exact name of registrant as
    specified in its charter)
  PENNSYLVANIA

25-0542520(State of Incorporation)

(I.R.S. Employer Identification No.)One PPG Place

15222Pittsburgh, Pennsylvania

(Zip Code)(Address of principal executive
    offices)   412-456-5700
 (Registrants telephone number)
  SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE
    ACT:
  Title of each class

Name of each exchange on which registeredCommon Stock, par value $.25 per share

The New York Stock ExchangeThird Cumulative Preferred Stock,$1.70 First Series, par value $10 per share

The New York Stock Exchange   SECURITIES
    REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
  None.
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
    Large accelerated
    filer þ

Accelerated filer
    o

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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##### Table of Contents





PART I
  Item 1.
    Business.          FactoriesOwned


Leased


Major Owned and Licensed TrademarksNorth America


22



4


Heinz, Classico, Quality Chef Foods, Jack Daniels*,
    Catelli, Wylers, Heinz Bell Orto, Bella Rossa, Chef
    Francisco, Diannes, Ore-Ida, Tater Tots, Bagel Bites,
    Weight Watchers* Smart Ones, Boston Market*, Poppers, T.G.I.
    Fridays*, Delimex, Truesoups, Alden Merrell, Escalon, PPI,
    Todds, Appetizers And, Inc., Nancys, Lea &
    Perrins, Renees Gourmet, HP, Diana, BravoEurope


21






Heinz, Orlando, Karvan Cevitam, Brinta, Roosvicee, Venz,
    Weight Watchers*, Farleys, Farex, Sonnen Bassermann,
    Plasmon, Nipiol, Dieterba, Bi-Aglut, Aproten, Pudliszki, Ross,
    Honig, De Ruijter, Aunt Bessie*, Mums Own, Moya Semya,
    Picador, Derevenskoye, Mechta Hoziajki, Lea & Perrins,
    HP, Amoy*, Daddies, Squeezme!, WykoAsia/Pacific


17



2


Heinz, Tom Piper, Watties, ABC, Chef, Craigs,
    Bruno, Winna, Hellaby, Hamper, Farleys, Greenseas,
    Gourmet, Nurture, LongFong, Ore-Ida, SinSin, Lea &
    Perrins, HP, Star-Kist, Classico, Weight Watchers*, Pataks*,
    Cottees*, Roses*, Complan, Glucon D, NycilRest of World


5



3


Heinz, Wellingtons, Today, Mamas, John West,
    Farleys, Dieterba, HP, Lea & Perrins, Classico,
    Banquete65



9


* Used under license    2




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##### Table of Contents



Form 10-K, Form 10-Q, Form 8-K, www.heinz.com 1-800-SEC-0330. www.sec.gov.
 3




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##### Table of Contents



Executive
    Officers of the Registrant
    Positions and Offices Held with the Company andAge (as of

Principal Occupations orName

August 13, 2008)

Employment During Past Five YearsWilliam R. Johnson


59


Chairman, President, and Chief Executive Officer since September
    2000.Theodore N. Bobby


57


Executive Vice President and General Counsel since January 2007;
    Senior Vice President and General Counsel from April 2005 to
    January 2007; Acting General Counsel from January 2005 to April
    2005; Vice PresidentLegal Affairs from September 1999 to
    January 2005.Edward J. McMenamin


51


Senior Vice PresidentFinance and Corporate Controller
    since August 2004; Vice President Finance from June 2001 to
    August 2004.Michael D. Milone


51


Senior Vice President-Heinz Pacific, Rest of World and
    Enterprise Risk Management since May 2006; Senior Vice
    PresidentPresident Rest of World and Asia from May 2005 to
    May 2006; Senior Vice PresidentPresident Rest of World
    from December 2003 to May 2005; Chief Executive Officer
    Star-Kist Foods, Inc. from June 2002 to December 2003.David C. Moran


50


Executive Vice President & Chief Executive Officer and
    President of Heinz North America since May 2007; Executive Vice
    President & Chief Executive Officer and President of Heinz
    North America Consumer Products from November 2005 to May 2007;
    Senior Vice PresidentPresident Heinz North America
    Consumer Products from May 2005 to November 2005; President
    North America Consumer Products from January 2003 to May 2005.C. Scott OHara


47


Executive Vice PresidentPresident and Chief Executive
    Officer Heinz Europe since May 2006; Executive Vice
    PresidentAsia Pacific/Rest of World from January 2006 to
    May 2006; Senior Vice President EuropeThe Gillette Company
    from October 2004 to January 2006; General Manager U.K. and
    NLThe Gillette Company from June 2001 to October 2004.D. Edward I. Smyth


58


Senior Vice PresidentChief Administrative Officer and
    Corporate and Government Affairs since December 2002 4




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##### Table of Contents



Positions and Offices Held with the Company andAge (as of

Principal Occupations orName

August 13, 2008)

Employment During Past Five YearsChristopher J. Warmoth


49


Senior Vice PresidentHeinz Asia since May 2006; Deputy
    President Heinz Europe from December 2003 to April 2006;
    Director Business Development and Marketing, Central and Eastern
    Europe, Eurasia and Middle East Group, The Coca-Cola Company
    from December 2001 to April 2003.Arthur B. Winkleblack


51


Executive Vice President and Chief Financial Officer since
    January 2002.   Item 1A.
    Risk
    Factors    Competitive
    product and pricing pressures in the food industry could
    adversely affect the Companys ability to gain or maintain
    market share.
  and/or
  The
    Companys performance may be adversely affected by economic
    and political conditions in the U.S. and in various other
    nations where it does business.
    Increases
    in the cost and restrictions on the availability of raw
    materials could adversely affect our financial
    results.
   5




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Disruption
    of our supply chain could adversely affect our
    business.
  and/or
  Higher
    energy costs and other factors affecting the cost of producing,
    transporting, and distributing the Companys products could
    adversely affect our financial results.
    The
    results of the Company could be adversely impacted as a result
    of increased pension, labor, and people-related
    expenses.
    The
    impact of various food safety issues, environmental, legal, tax,
    and other regulations and related developments could adversely
    affect the Companys sales and profitability.
   6




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The
    need for and effect of product recalls could have an adverse
    impact on the Companys business.
    The
    failure of new product or packaging introductions to gain trade
    and consumer acceptance and changes in consumer preferences
    could adversely affect our sales.
    The
    failure to successfully integrate acquisitions and joint
    ventures into our existing operations or the failure to gain
    applicable regulatory approval for such transactions could
    adversely affect our financial results.
    The
    Companys operations face significant foreign currency
    exchange rate exposure, which could negatively impact its
    operating results.
    The
    Company could incur more debt, which could have an adverse
    impact on our business.
   7




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##### Table of Contents



The
    failure to implement our growth plans could adversely affect the
    Companys ability to increase net income.
    CAUTIONARY
    STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION
    
    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,
    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 relationships,
    currency valuations and interest rate fluctuations,
    changes in credit ratings, leverage, and economic conditions,
    and the impact of these factors on our cost of borrowing and
    access to capital markets,
    the ability to execute our strategy, which includes our
    continued evaluation of potential acquisition opportunities,
    including strategic acquisitions, joint ventures, divestitures
    and other initiatives, including our ability to identify,
    finance and complete these initiatives, and our ability to
    realize anticipated benefits from them,
    the ability to successfully complete cost reduction programs and
    increase productivity,
    the ability to effectively integrate acquired businesses, new
    product and packaging innovations,
    product mix,
    the effectiveness of advertising, marketing, and promotional
    programs,
    supply chain efficiency,
    cash flow initiatives,
    risks inherent in litigation, including tax litigation, 8




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##### Table of Contents




    the ability to further penetrate and grow in international
    markets, economic or political instability in those markets,
    particularly in Venezuela, and the performance of business in
    hyperinflationary environments,
    changes in estimates in critical accounting judgments and
    changes in laws and regulations, including tax laws,
    the success of tax planning strategies,
    the possibility of increased pension expense and contributions
    and other people-related costs,
    the potential adverse impact of natural disasters, such as
    flooding and crop failures,
    the ability to implement new information systems and potential
    disruptions due to failures in technology systems,
    with regard to dividends, dividends must be declared by the
    Board of Directors and will be subject to certain legal
    requirements being met at the time of declaration, as well as
    anticipated cash needs, and
    other factors as described in Risk Factors above.    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties.    Item 3.
    Legal
    Proceedings.    Item 4.
    Submission
    of Matters to a Vote of Security Holders.   9




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##### Table of Contents



PART II
  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities.      MaximumTotal





Total Number of


Number of SharesNumber of


Average


Shares Purchased as


that May Yet BeShares


Price Paid


Part of Publicly


Purchased UnderPeriod

Purchased


per Share


Announced Programs


the ProgramsJanuary 31, 2008 
    February 27, 2008





$








February 28, 2008 
    March 26, 2008


4,150,000



44.48







March 27, 2008 
    April 30, 2008


580,000



47.14







Total


4,730,000


$
44.81







    10




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##### Table of Contents



Item 6.
    Selected
    Financial Data.    Fiscal Year EndedApril 30,


May 2,


May 3,


April 27,


April 28,2008


2007


2006


2005


2004(52 Weeks)


(52 Weeks)


(53 Weeks)


(52 Weeks)


(52 Weeks)Sales(1)

$
10,070,778


$
9,001,630


$
8,643,438


$
8,103,456


$
7,625,831Interest expense(1)


364,856



333,270



316,296



232,088



211,382Income from continuing operations(1)


844,925



791,602



442,761



688,004



715,451Income from continuing operations per sharediluted(1)


2.63



2.38



1.29



1.95



2.02Income from continuing operations per sharebasic(1)


2.67



2.41



1.31



1.97



2.03Short-term debt and current portion of long-term debt(2)


452,708



468,243



54,969



573,269



436,450Long-term debt, exclusive of current portion(2)


4,730,946



4,413,641



4,357,013



4,121,984



4,537,980Total assets(3)


10,565,043



10,033,026



9,737,767



10,577,718



9,877,189Cash dividends per common share


1.52



1.40



1.20



1.14



1.08   (1)
    
    Amounts exclude the operating results related to the
    Companys European seafood business and
    Tegel®
    poultry businesses in New Zealand which were divested in Fiscal
    2006 and have been presented as discontinued operations.(2)
    
    Long-term debt, exclusive of current portion, includes
    $198.3 million, $71.0 million, ($1.4) million,
    $186.1 million, and $125.3 million of hedge accounting
    adjustments associated with interest rate swaps at
    April 30, 2008, May 2, 2007, May 3, 2006,
    April 27, 2005, and April 28, 2004, respectively.
    Heinz Finance Companys $325 million of mandatorily
    redeemable preferred shares are classified as long-term debt as
    a result of the adoption of Statement of Financial Accounting
    Standards (SFAS) No. 150.(3)
    
    Fiscals 2008 and 2007 reflect the adoption of
    SFAS No. 158, Employers Accounting for
    Defined Benefit Pension and Other Postretirement Plans- an
    amendment of FASB Statements No. 87, 88, 106 and
    132(R). See Note 2, Recently Issued Accounting
    Standards in
    Item 8-
    Financial Statements and Supplementary Data.   11




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##### Table of Contents



e-commerce
   12




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##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  Executive
    Overview- Fiscal 2008
  Heinz ® Heinz ®
  Performance
    under the Fiscal
    2007-2008
    Superior Value and Growth Plan
  Unless specifically noted, all amounts in this section
    represent figures over the two-year time frame of the Plan
    (Fiscal
    2007-2008).
    Also, all growth rates represent compounded annual growth rates
    (CAGR) over this same two-year period, using Fiscal
    2006 continuing operations, excluding special items as the base
    (see table in Fiscal 2006 Transformation Costs which
    reconciles Fiscal 2006 reported amounts to amounts excluding
    special items).
    
    Net sales grew at a CAGR of 8%, to over $10 billion for the
    first time in the Companys history, driven primarily by
    strong volume and net pricing as well as favorable foreign
    exchange.
    Operating income grew at a CAGR of 8%, as strong top-line growth
    and productivity more than offset higher commodity costs and
    incremental marketing investments, which grew at a CAGR of 19%.
    Operating free cash flow in Fiscal 2008 (cash flow from
    operations of $1,188 million less capital expenditures of
    $302 million plus proceeds from disposals of PP&E of
    $9 million) grew to $895 million and was nearly
    $1.8 billion over the two-year Plan period.
    EPS grew to $2.63, an average annual increase of 12%.    Grow
    the Core Portfolio
   13




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##### Table of Contents




    Our top 15 brands, which generate nearly 70% of total sales,
    grew at a CAGR of 12%, driven by strong volume and net price
    increases as well as favorable impacts from foreign exchange.
    Over the two-year Plan period, we launched a number of new
    products, which accounted for approximately 11% of sales and was
    supported by a 19% average annual increase in marketing.
    R&D increased at a CAGR of 18% as we increased capabilities
    in the areas of innovation and consumer insight.
    Innovation in our emerging markets (Russia, Poland, the Czech
    Republic, Indonesia, China, India, South Africa, the Middle East
    and Latin America) drove strong growth, with an average annual
    sales increase of 19%, which accounted for 26% of the
    Companys total sales growth over the two-year period.
    These markets accounted for approximately 13% of total Company
    sales in Fiscal 2008.  Reduce
    Costs to Drive Margins
    
    D&A as a percentage of gross sales was reduced by
    170 basis points, 30 basis point ahead of our original
    target.
    Total gross profit dollars exceeded target expectations by
    $200 million, or almost 6%, although gross margin was
    200 basis points below target due to higher than expected
    commodity inflation. As a result of new product introductions,
    volume growth, pricing, productivity and foreign exchange, the
    Company has successfully offset commodity costs and achieved
    strong gross profit growth.
    The Company divested or closed 20 plants around the globe, 4 of
    which were during Fiscal 2008.
    SG&A, excluding marketing, was 17.2% as a percentage of
    sales in Fiscal 2008, 30 basis points better than target.
    As a result of productivity gains in SG&A and despite a 19%
    average annual increase in consumer marketing, we delivered
    consistent operating income growth at a CAGR of 8%.  Generate
    Cash to Deliver Superior Value
      
    Increase in the Companys dividend by 32 cents, or a CAGR
    of 12.5%, to $1.52. This increase was to maintain our target
    payout ratio of approximately 60%. 14




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##### Table of Contents




    Decrease in average shares outstanding by 6% when comparing
    Fiscal 2006 to 2008, resulting from net share repurchases of
    $1 billion.
    Combining dividends and share repurchases over the last two
    years, the Company has returned more than $2 billion to
    shareholders.  High-Performance
    Growth Plan for Fiscal
    2009-2010
  2009-2010:
  
    For Fiscal 2009 and Fiscal 2010, the Company expects combined
    sales volume and net price growth of 6%+ annually and EPS growth
    of 8% to 11% per year.
    Emerging market revenues are targeted to grow in the high teens
    over the next two years.
    The Plan calls for 6% to 7% annual growth in operating income,
    while increasing the investment in marketing by $60 million
    to $100 million over the two-year period. Pricing and
    productivity gains are expected to help offset the 8 to 9%
    inflation expected in commodities to maintain the current gross
    profit and operating income margins realized in Fiscal 2008.
    Annualized dividend raised to $1.66 per share, an increase of
    9.2%, for Fiscal 2009 and the Company anticipates a dividend
    payout ratio of around 60% for Fiscal 2010.
    The Company expects operating free cash flow of approximately
    $1.7 billion over the two-year period, driven by a 2 to
    3 day reduction per year in CCC.  Results
    of Continuing Operations
    Fiscal Year EndedApril 30,


May 2,


May 3,2008


2007


2006(52 Weeks)


(52 Weeks)


(53 Weeks)(Dollars in thousands)Ketchup and sauces

$
4,081,864


$
3,682,102


$
3,530,346Meals and snacks


4,521,697



4,026,168



3,876,743Infant/Nutrition


1,089,544



929,075



863,943Other


377,673



364,285



372,406Total

$
10,070,778


$
9,001,630


$
8,643,438   Fiscal
    Year Ended April 30, 2008 compared to Fiscal Year Ended
    May 2, 2007
  Heinz ®
  Heinz ® Smart
    Ones ® Classico ® Boston
    Market ® Pudliszki ® Weight
    Watchers ® ABC ®
 15




---



##### Table of Contents



FISCAL
    YEAR 2008 OPERATING RESULTS BY BUSINESS SEGMENT
   16




---



##### Table of Contents



North
    American Consumer Products
  Smart
    Ones ® , Boston
    Market ® Classico ® Smart
    Ones ® TM TM Smart
    Ones ® Boston
    Market® Classico® Ore-Ida ® Ore-Ida ®
    Europe
  Heinz ® Pudliszki ® Heinz ® Weight
    Watchers ® Heinz ® Heinz ®
    Asia/Pacific
  LongFong ®
   17




---



##### Table of Contents



U.S.
    Foodservice
  Heinz ®
    Rest of
    World
      Fiscal
    Year Ended May 2, 2007 compared to Fiscal Year Ended
    May 3, 2006
       18




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##### Table of Contents



FISCAL
    YEAR 2007 OPERATING RESULTS BY BUSINESS SEGMENT
  North
    American Consumer Products
  Smart
    Ones ® Boston
    Market ® Classico ® Ore-Ida ®
 19




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##### Table of Contents



Heinz ® Heinz ® Ore-Ida® Smart
    Ones ® Bagel
    Bites® TGI
    Fridays ®
  Heinz® Smart
    Ones ® Ore-Ida ®
  Europe
  Heinz ® Heinz ® Heinz ® Weight
    Watchers ® Pudliszki® Heinz ®
    Asia/Pacific
     20




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##### Table of Contents



U.S.
    Foodservice
  Heinz ® Heinz®
    Rest of
    World
        Discontinued
    Operations
    John
    West ® Petit
    Navire ® Marie
    Elisabeth ® Mareblu ®
 21




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##### Table of Contents



Tegel ®
      Fiscal
    2006 Transformation Costs
    Reorganization
    Costs
      Other
    Divestitures/Impairment Charges
    Business or Product Line

Segment

Pre-Tax


After-Tax(In millions)Loss on sale of Seafood business in Israel

Rest of World

$
(16
)

$
(16
)Impairment charge on Portion Pac Bulk product line

U.S. Foodservice


(22
)


(13
)Impairment charge on U.K. Frozen and Chilled product lines

Europe


(15
)


(15
)Impairment charge on European production assets

Europe


(19
)


(19
)Impairment charge on Noodle product line in Indonesia

Asia/Pacific


(16
)


(9
)Impairment charge on investment in Zimbabwe business

Rest of World


(111
)


(106
)Other

Various


(2
)


1Total



$
(200
)

$
(177
)  22




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##### Table of Contents



Other
    Non-recurringAmerican Jobs Creation Act
      Fiscal Year Ended May 3, 2006Income from


EarningsNet


Gross


Operating


Continuing


Per ShareSales


Profit


Income


Operations


Diluted(Amounts in millions, except per share amounts)Reported results from continuing operations

$
8,643


$
3,093


$
1,114


$
443


$
1.29Separation, downsizing and integration






17



147



97



0.28Net loss on disposals & impairments






74



90



48



0.14Asset impairment charges for cost and equity investments














106



0.31American Jobs Creation Act














24



0.07Results from continuing operations excluding special items

$
8,643


$
3,185


$
1,350


$
718


$
2.10   (Note: Totals may not add due to rounding.)
 23




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##### Table of Contents



Liquidity
    and Financial Position
      Cottees ® Roses ® Wyko ® Tegel ®
     24




---



##### Table of Contents



Tegel ®
             25




---



##### Table of Contents



Contractual
    Obligations and Other Commitments
  Contractual
    Obligations
      Less than








More than1 year


1-3 years


3-5 years


5 years


Total(Amounts in thousands)Long Term Debt(1)

$
530,731


$
1,778,224


$
1,641,220


$
3,233,352


$
7,183,527Capital Lease Obligations


10,161



19,475



48,179



32,574



110,389Operating Leases


68,752



106,689



87,514



190,984



453,939Purchase Obligations


1,254,104



745,641



184,074



25,907



2,209,726Other Long Term Liabilities Recorded on the Balance Sheet


101,928



236,512



231,383



167,033



736,856Total

$
1,965,676


$
2,886,541


$
2,192,370


$
3,649,850


$
10,694,437   (1)
    
    Amounts include expected cash payments for interest on fixed
    rate long-term debt. Due to the uncertainty of forecasting
    expected variable rate interest payments, those amounts are not
    included in the table.     26




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##### Table of Contents



Off-Balance
    Sheet Arrangements and Other Commitments
      Market
    Risk Factors
    Foreign Exchange Rate Sensitivity:
      Aggregate Notional Amount


Net Unrealized Gains/(Losses)April 30, 2008


May 2, 2007


April 30, 2008


May 2, 2007(Dollars in millions)Purpose of Hedge:Intercompany cash flows

$
1,110


$
1,010


$
25


$
(4
)Forecasted purchases of raw materials and finished goods and
    foreign currency denominated obligations


541



360



6



(3
)Forecasted sales and foreign currency denominated assets


57



136







8Net investments in foreign operations






1,964







(73
)$
1,708


$
3,470


$
31


$
(72
)    27




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##### Table of Contents



Interest Rate Sensitivity:
  1 8
  April 30, 2008


May 2, 2007(Dollars in millions)Pay floating swapsnotional amount

$
1,642


$
2,588Net unrealized gains

$
95


$
71Weighted average maturity (years)


4



9Weighted average receive rate


6.36
%


6.37
%Weighted average pay rate


6.15
%


6.35
%     Effect of Hypothetical 10% Fluctuation in Market
    Prices:
  Fair Value Effect(Dollars inmillions)Foreign currency contracts

$
177Interest rate swap contracts

$
21    28




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Recently
    Issued Accounting Standards
  Accounting for Uncertainty in Income Taxesan
    interpretation of FASB Statement No. 109
  ,
       29




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Discussion
    of Significant Accounting Estimates
    Marketing Costs
    Investments and Long-lived Assets, including Property, Plant
    and Equipment
 30




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Goodwill and Indefinite-Lived Intangibles
  Retirement Benefits
       31




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##### Table of Contents



Sensitivity
    of Assumptions
    100 Basis PointIncrease


DecreasePension benefitsDiscount rate used in determining projected benefit obligation

$
(341
)

$
392Discount rate used in determining net pension expense

$
(26
)

$
29Long-term rate of return on assets used in determining net
    pension expense

$
(29
)

$
29Other benefitsDiscount rate used in determining projected benefit obligation

$
(22
)

$
22Discount rate used in determining net benefit expense

$
(3
)

$
3   Income Taxes
 32




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##### Table of Contents



Inflation
    and Input Costs
      Stock
    Market Information
      Stock Price RangeHigh


Low2008First

$
48.50


$
42.84Second


47.18



41.82Third


48.75



41.37Fourth


48.25



41.602007First

$
44.15


$
39.62Second


42.65



40.33Third


47.16



41.78Fourth


48.73



44.28   Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk.   33




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data.  TABLE OF
    CONTENTS
  Report of Management on Internal Control over
    Financial Reporting


35Report of Independent Registered Public
    Accounting Firm


36Consolidated Statements of Income


37Consolidated Balance Sheets


38Consolidated Statements of Shareholders
    Equity


40Consolidated Statements of Cash Flows


41Notes to Consolidated Financial Statements


42   34




---



##### Table of Contents



Report of
    Management on Internal Control over Financial
    Reporting                  
   35




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm     Internal ControlIntegrated Framework
        PricewaterhouseCoopers
    LLP
     36




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Consolidated
    Statements of Income
  Fiscal Year EndedApril 30, 2008


May 2, 2007


May 3, 2006(52 Weeks)


(52 Weeks)


(53 Weeks)(In thousands, except per share amounts)Sales

$
10,070,778


$
9,001,630


$
8,643,438Cost of products sold


6,390,086



5,608,730



5,550,364Gross profit


3,680,692



3,392,900



3,093,074Selling, general and administrative expenses


2,111,725



1,946,185



1,979,462Operating income


1,568,967



1,446,715



1,113,612Interest income


41,519



41,869



33,190Interest expense


364,856



333,270



316,296Asset impairment charges for cost and equity investments










110,994Other expense, net


27,836



30,915



26,051Income from continuing operations before income taxes


1,217,794



1,124,399



693,461Provision for income taxes


372,869



332,797



250,700Income from continuing operations


844,925



791,602



442,761(Loss)/income from discontinued operations, net of tax






(5,856
)


202,842Net income

$
844,925


$
785,746


$
645,603Income/(Loss) Per Common Share:DilutedContinuing operations

$
2.63


$
2.38


$
1.29Discontinued operations






(0.02
)


0.59Net Income

$
2.63


$
2.36


$
1.89Average common shares outstandingDiluted


321,717



332,468



342,121BasicContinuing operations

$
2.67


$
2.41


$
1.31Discontinued operations






(0.02
)


0.60Net Income

$
2.67


$
2.39


$
1.90Average common shares outstandingBasic


317,019



328,625



339,102Cash dividends per share

$
1.52


$
1.40


$
1.20    37




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##### Table of Contents



H. J.
    Heinz Company and Subsidiaries



Consolidated
    Balance Sheets  April 30,


May 2,2008


2007(Dollars in thousands)AssetsCurrent assets:Cash and cash equivalents

$
617,687


$
652,896Receivables (net of allowances: 2008$15,687 and
    2007$14,706)


1,161,481



996,852Inventories:Finished goods and
    work-in-process


1,100,735



943,449Packaging material and ingredients


277,481



254,508Total inventories


1,378,216



1,197,957Prepaid expenses


139,492



132,561Other current assets


28,690



38,736Total current assets


3,325,566



3,019,002Property, plant and equipment:Land


56,007



51,950Buildings and leasehold improvements


842,198



788,053Equipment, furniture and other


3,502,071



3,214,8604,400,276



4,054,863Less accumulated depreciation


2,295,563



2,056,710Total property, plant and equipment, net


2,104,713



1,998,153Other non-current assets:Goodwill


2,997,462



2,834,639Trademarks, net


957,111



892,749Other intangibles, net


456,948



412,484Other non-current assets


723,243



875,999Total other non-current assets


5,134,764



5,015,871Total assets

$
10,565,043


$
10,033,026    38




---



##### Table of Contents



H. J. Heinz
    Company and Subsidiaries
  Consolidated Balance Sheets
  April 30,


May 2,2008


2007(Dollars in thousands)Liabilities and Shareholders EquityCurrent liabilities:Short-term debt

$
124,290


$
165,054Portion of long-term debt due within one year


328,418



303,189Accounts payable


1,247,479



1,181,078Salaries and wages


92,553



85,818Accrued marketing


298,342



262,217Other accrued liabilities


487,656



414,130Income taxes


91,322



93,620Total current liabilities


2,670,060



2,505,106Long-term debt and other liabilities:Long-term debt


4,730,946



4,413,641Deferred income taxes


409,186



463,666Non-pension post-retirement benefits


257,051



253,117Minority interest


65,727



98,309Other liabilities


544,253



457,504Total long-term debt and other liabilities


6,007,163



5,686,237Shareholders equity:Capital stock:Third cumulative preferred, $1.70 first series, $10 par
    value*


72



77Common stock, 431,096,486 shares issued, $0.25 par
    value


107,774



107,774107,846



107,851Additional capital


617,811



580,606Retained earnings


6,129,008



5,778,6176,854,665



6,467,074Less:Treasury shares, at cost (119,628,499 shares at
    April 30, 2008 and 109,317,154 shares at May 2,
    2007)


4,905,755



4,406,126Accumulated other comprehensive loss


61,090



219,265Total shareholders equity


1,887,820



1,841,683Total liabilities and shareholders equity

$
10,565,043


$
10,033,026   *
    
    The preferred stock outstanding is
    convertible at a rate of one share of preferred stock into
    15 shares of common stock. The Company can redeem the stock
    at $28.50 per share. As of April 30, 2008, there were
    authorized, but unissued, 2,200,000 shares of third
    cumulative preferred stock for which the series had not been
    designated.   39




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries



Consolidated
    Statements of Shareholders Equity  April 30, 2008


May 2, 2007


May 3, 2006Shares


Dollars


Shares


Dollars


Shares


Dollars(Amounts in thousands, expect per share amounts)PREFERRED STOCKBalance at beginning of year


8


$
77



8


$
82



9


$
83Conversion of preferred into common stock


(1
)


(5
)






(5
)


(1
)


(1
)Balance at end of year


7



72



8



77



8



82Authorized shares- April 30, 2008


7COMMON STOCKBalance at beginning of year


431,096



107,774



431,096



107,774



431,096



107,774Balance at end of year


431,096



107,774



431,096



107,774



431,096



107,774Authorized shares- April 30, 2008


600,000ADDITIONAL CAPITALBalance at beginning of year






580,606







502,235







430,073Conversion of preferred into common stock






(219
)






(191
)






(32
)Stock options exercised, net of shares tendered for payment






20,920







79,735







46,861Stock option expense






8,919







11,987







Restricted stock unit activity






4,961







16,000







21,958Transfer of unearned compensation balance per
    SFAS No. 123R














(32,773
)






Initial adoption of FIN 48






(1,719
)














Other, net*






4,343







3,613







3,375Balance at end of year






617,811







580,606







502,235RETAINED EARNINGSBalance at beginning of year






5,778,617







5,454,108







5,210,748Net income






844,925







785,746







645,603Cash dividends:Preferred (per share $1.70 per share in 2008, 2007, and 2006)






(12
)






(13
)






(14
)Common (per share $1.52, $1.40, and $1.20 in 2008, 2007, and
    2006, respectively)






(485,234
)






(461,224
)






(408,137
)Initial adoption of FIN 48






(9,288
)














Other, net*






















5,908Balance at end of year






6,129,008







5,778,617







5,454,108TREASURY STOCKBalance at beginning of year


(109,317
)


(4,406,126
)


(100,339
)


(3,852,220
)


(83,419
)


(3,140,586
)Shares reacquired


(13,054
)


(580,707
)


(16,651
)


(760,686
)


(21,925
)


(823,370
)Conversion of preferred into common stock


8



224



7



195



1



33Stock options exercised, net of shares tendered for payment


2,116



62,486



7,265



195,117



4,575



101,945Restricted stock unit activity


289



8,591



96



2,438



58



1,303Other, net*


330



9,777



305



9,030



371



8,455Balance at end of year


(119,628
)


(4,905,755
)


(109,317
)


(4,406,126
)


(100,339
)


(3,852,220
)UNEARNED COMPENSATIONBalance at beginning of year














(32,773
)






(31,141
)Restricted stock unit activity






















(2,195
)Transfer of balance to additional capital per
    SFAS No. 123R














32,773







Other, net*






















563Balance at end of year






















(32,773
)OTHER COMPREHENSIVE (LOSS)/INCOMEBalance at beginning of year






(219,265
)






(130,383
)






25,622Net pension and post-retirement benefit losses (net of $75,407
    tax benefit in 2008)






(155,989
)














Reclassification of net pension and post-retirement benefit
    losses to net income (net of $14,159 tax benefit in 2008)






27,787















Minimum pension liability (net of $4,167 tax expense and $3,306
    tax benefit in 2007 and 2006, respectively)














8,041







(8,583
)Unrealized translation adjustments (net of $25,823 tax expense,
    $29,635 tax benefit, and $11,912 tax benefit in 2008, 2007 and
    2006, respectively)






281,090







293,673







(147,746
)Net change in fair value of cash flow hedges (net of $7,527 tax
    expense and $4,423 tax benefit in 2008 and 2007, respectively)






16,273







(3,401
)






8,236Net hedging (gains)/losses reclassified into earnings (net of
    $7,287 tax expense, $6,163 tax benefit, and $5,915 tax expense
    in 2008, 2007, and 2006, respectively)






(10,986
)






11,239







(7,912
)Net other comprehensive income/(loss) adjustments






158,175







309,552







(156,005
)Initial adoption of SFAS No. 158, net of $182,530 tax
    benefit














(398,434
)






Balance at end of year






(61,090
)






(219,265
)






(130,383
)TOTAL SHAREHOLDERS EQUITY





$
1,887,820






$
1,841,683






$
2,048,823COMPREHENSIVE INCOMENet income





$
844,925






$
785,746






$
645,603Net other comprehensive income/(loss) adjustments






158,175







309,552







(156,005
)TOTAL COMPREHENSIVE INCOME





$
1,003,100






$
1,095,298






$
489,598   *
    
    Includes activity of the Global
    Stock Purchase Plan. Retained Earnings in Fiscal 2006 reflects
    the final settlement associated with businesses spun-off to Del
    Monte in Fiscal 2003.
    
    Includes income tax benefit
    resulting from exercised stock options.
    
    Comprised of unrealized translation
    adjustment of $529,228, pension and post-retirement benefits net
    prior service cost of $(11,833) and net losses of $(586,986),
    and deferred net gains on derivative financial instruments of
    $8,501.   40




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##### Table of Contents



H. J. 
    Heinz Company and Subsidiaries



Consolidated Statements of Cash Flows  Fiscal Year EndedApril 30,


May 2,


May 3,2008


2007


2006(52 Weeks)


(52 Weeks)


(53 Weeks)(Dollars in thousands)Operating activities:Net income

$
844,925


$
785,746


$
645,603Adjustments to reconcile net income to cash provided by
    operating activities:Depreciation


250,826



233,374



227,454Amortization


38,071



32,823



36,384Deferred tax provision/(benefit)


18,543



52,244



(57,693
)(Gains)/losses on disposals and impairment charges


(15,706
)


(1,391
)


48,023Other items, net


22,343



11,066



39,066Changes in current assets and liabilities, excluding effects of
    acquisitions and divestitures:Receivables


(55,832
)


10,987



115,583Inventories


(133,600
)


(82,534
)


(47,401
)Prepaid expenses and other current assets


5,748



14,208



13,555Accounts payable


89,160



56,524



56,545Accrued liabilities


28,259



(4,489
)


57,353Income taxes


95,566



(46,270
)


(59,511
)Cash provided by operating activities


1,188,303



1,062,288



1,074,961Investing activities:Capital expenditures


(301,588
)


(244,562
)


(230,577
)Proceeds from disposals of property, plant and equipment


8,531



60,661



19,373Acquisitions, net of cash acquired


(151,604
)


(88,996
)


(1,100,436
)Net proceeds/(payments) related to divestitures


63,481



(4,144
)


856,729Termination of net investment hedges


(93,153
)






Other items, net


(79,894
)


(49,203
)


3,094Cash used for investing activities


(554,227
)


(326,244
)


(451,817
)Financing activities:Payments on long-term debt


(368,214
)


(52,069
)


(727,772
)Proceeds from long-term debt










230,790Net proceeds from commercial paper and short-term debt


483,730



384,055



298,525Dividends


(485,246
)


(461,237
)


(408,151
)Purchases of treasury stock


(580,707
)


(760,686
)


(823,370
)Exercise of stock options


78,596



259,816



142,046Termination of interest rate swaps


103,522







Other items, net


10,224



9,212



18,507Cash used for financing activities


(758,095
)


(620,909
)


(1,269,425
)Cash provided by operating activities of discontinued operations
    spun-off to Del Monte






33,511



13,312Effect of exchange rate changes on cash and cash equivalents


88,810



58,823



(5,353
)Net (decrease)/increase in cash and cash equivalents


(35,209
)


207,469



(638,322
)Cash and cash equivalents at beginning of year


652,896



445,427



1,083,749Cash and cash equivalents at end of year

$
617,687


$
652,896


$
445,427    41




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##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes
    to Consolidated Financial Statements
  1.
    Significant
    Accounting Policies  Fiscal
    Year:
    Principles
    of Consolidation:
      Use of
    Estimates:
    Translation
    of Foreign Currencies:
    Cash
    Equivalents:
   42




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Inventories:
    Property,
    Plant and Equipment:
    Intangibles:
    Revenue
    Recognition:
    Marketing
    Costs:
    Income
    Taxes:
   43




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Stock-Based
    Employee Compensation Plans:
  Accounting for Stock Issued to
    Employees Accounting for Stock-Based Compensation
    (
  Share-Based Payment
 44




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Fiscal Year EndedMay 3,2006(53 Weeks)(In thousands,except per share amounts)Income from continuing operations:As reported

$
442,761Fair value-based expense, net of tax


12,333Pro forma

$
430,428Income per common share from continuing operations:DilutedAs reported

$
1.29Pro forma

$
1.26BasicAs reported

$
1.31Pro forma

$
1.27   Financial
    Instruments:
     45




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  2.
    Recently
    Issued Accounting Standards  Accounting for Uncertainty in Income Taxesan
    interpretation of FASB Statement No. 109
  ,
       46




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    3.
    Discontinued
    Operations    John
    West ® Petit
    Navire ® Marie
    Elisabeth ® Mareblu ® Tegel ®
      4.
    Fiscal
    2006 Transformation Costs    Reorganization
    Costs:
     47




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Other
    Divestitures/Impairment Charges:
    Business or Product Line

Segment

Pre-Tax


After-Tax(In millions)Loss on sale of Seafood business in Israel

Rest of World

$
(15.9
)

$
(15.9
)Impairment charge on Portion Pac Bulk product line

U.S. Foodservice


(21.5
)


(13.3
)Impairment charge on U.K. Frozen and Chilled product lines

Europe


(15.2
)


(15.2
)Impairment charge on European production assets

Europe


(18.7
)


(18.7
)Impairment charge on Noodle product line in Indonesia

Asia/Pacific


(15.8
)


(8.5
)Impairment charge on investment in Zimbabwe business

Rest of World


(111.0
)


(105.6
)Other

Various


(1.5
)


0.5Total



$
(199.6
)

$
(176.7
)         Other
    Non-recurringAmerican Jobs Creation Act:
    5.
    Acquisitions  Cottees ® Roses ®
 48




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Wyko ®
      
    In August 2005, the Company acquired HP Foods Limited, HP Foods
    Holdings Limited, and HP Foods International Limited
    (collectively referred to as HPF) for a purchase
    price of approximately $877 million. HPF is a manufacturer
    and marketer of sauces which are primarily sold in the United
    Kingdom, the United States, and Canada. The Company acquired
    HPFs brands including
    HP®
    and Lea &
    Perrins®
    and a perpetual license to market
    Amoy®
    brand Asian sauces and products in Europe. During the fourth
    quarter of Fiscal 2006, the Company divested the Ethnic Foods
    division of HPF for net proceeds totaling approximately
    $43 million. In March 2006, the British Competition
    Commission formally cleared this acquisition, concluding that
    the acquisition may not be expected to result in a substantial
    lessening of competition within the markets for tomato ketchup,
    brown sauce, barbeque sauce, canned baked beans and canned pasta
    in the United Kingdom.
    On April 28, 2005, the Company acquired a controlling
    interest in Petrosoyuz, a leading Russian maker of ketchup,
    condiments and sauces. Petrosoyuzs business includes
    brands such as
    Pikador®,
    Derevenskoye®,
    Mechta
    Hoziajki®
    and Moya
    Semya®.
    In July 2005, the Company acquired Nancys Specialty Foods,
    Inc., which produces premium appetizers, quiche entrees and
    desserts in the United States and Canada.
    In March 2006, the Company acquired Kabobs, Inc., which produces
    premium hors doeuvres in the United States.     49




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  6.
    Goodwill
    and Other Intangible Assets    NorthAmerican











RestConsumer





Asia/


U.S.


ofProducts


Europe


Pacific


Foodservice


World


Total(Thousands of dollars)Balance at May 2, 2007

$
1,081,673


$
1,259,514


$
214,964


$
262,823


$
15,665


$
2,834,639Acquisitions






15,259



47,603











62,862Purchase accounting adjustments


2,820



(2,155
)














665Disposals






(1,239
)














(1,239
)Translation adjustments


11,795



69,549



19,852







(661
)


100,535Balance at April 30, 2008

$
1,096,288


$
1,340,928


$
282,419


$
262,823


$
15,004


$
2,997,462     Cottees ® Roses ® Wyko ®
    April 30, 2008


May 2, 2007Gross


Accum Amort


Net


Gross


Accum Amort


Net(Thousands of dollars)Trademarks

$
200,966


$
(69,104
)

$
131,862


$
196,703


$
(63,110
)

$
133,593Licenses


208,186



(141,070
)


67,116



208,186



(135,349
)


72,837Recipes/processes


71,495



(19,306
)


52,189



64,315



(15,779
)


48,536Customer related assets


183,204



(31,418
)


151,786



152,668



(19,183
)


133,485Other


73,848



(59,639
)


14,209



70,386



(56,344
)


14,042$
737,699


$
(320,537
)

$
417,162


$
692,258


$
(289,765
)

$
402,493      50




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    7.
    Income
    Taxes    2008


2007


2006(Dollars in thousands)Current:U.S. federal

$
80,638


$
89,020


$
71,533State


15,323



9,878



14,944Foreign


258,365



181,655



225,498354,326



280,553



311,975Deferred:U.S. federal


14,975



104,113



(54,957
)State


2,381



5,444



3,015Foreign


1,187



(57,313
)


(9,333
)18,543



52,244



(61,275
)Provision for income taxes

$
372,869


$
332,797


$
250,700       2008


2007


2006(Dollars in thousands)Domestic

$
268,450


$
293,580


$
87,409Foreign


949,344



830,819



606,052From continuing operations

$
1,217,794


$
1,124,399


$
693,461     2008


2007


2006U.S. federal statutory tax rate


35.0
%


35.0
%


35.0
%Tax on income of foreign subsidiaries


(4.5
)


(5.4
)


(3.6
)State income taxes (net of federal benefit)


0.7



1.0



1.8Earnings repatriation


3.3



9.6



4.3Reduction of tax reserves for statute of limitations expiration


(0.1
)


(5.9
)


Effects of revaluation of tax basis of foreign assets


(2.4
)


(4.6
)


(2.3
)Other


(1.4
)


(0.1
)


1.0Effective tax rate


30.6
%


29.6
%


36.2
%  51




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##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      2008


2007(Dollars in thousands)Depreciation/amortization

$
689,112


$
634,192Benefit plans


33,719



43,632Deferred income


30,145



Other


56,160



39,377Deferred tax liabilities


809,136



717,201Operating loss carryforwards


(40,852
)


(41,210
)Benefit plans


(248,808
)


(198,011
)Depreciation/amortization


(69,909
)


(53,722
)Tax credit carryforwards


(12,998
)


(851
)Deferred income


(39,942
)


Other


(96,618
)


(72,593
)Deferred tax assets


(509,127
)


(366,387
)Valuation allowance


52,008



44,935Net deferred tax liabilities

$
352,017


$
395,749      52




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
            (Dollars inmillions)Balance at May 3, 2007

$
183.7Increases for tax positions of prior years


10.6Decreases for tax positions of prior years


(31.0
)Increases based on tax positions related to the current year


9.9Decreases due to settlements with taxing authorities


(41.0
)Decreases due to lapse of statute of limitations


(3.1
)Balance at April 30, 2008

$
129.1        53




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  non-U.S. jurisdictions,
      8.
    Debt     54




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2008


2007(Dollars in thousands)Commercial Paper (variable rate)

$
1,223,367


$
673,6046.00% U.S. Dollar Notes due March 2008






299,8246.226% Heinz Finance Preferred Stock due July 2008


325,000



325,0006.625% U.S. Dollar Notes due July 2011


749,668



749,5636.00% U.S. Dollar Notes due March 2012


598,301



632,201U.S. Dollar Remarketable Securities due December 2020


800,000



800,0006.375% U.S. Dollar Debentures due July 2028


230,101



229,8426.25% British Pound Notes due February 2030


246,386



247,0896.75% U.S. Dollar Notes due March 2032


449,855



449,779Canadian Dollar Credit Agreement due October 2010


144,669



157,842Other U.S. Dollar due May 2008November 2034
    (3.007.97)%


56,136



59,216Other
    Non-U.S.
    Dollar due May 2008March 2022 (7.0011.00)%


37,360



21,6754,860,843



4,645,635SFAS No. 133 Hedge Accounting Adjustments (See
    Note 13)


198,521



71,195Less portion due within one year


(328,418
)


(303,189
)Total long-term debt

$
4,730,946


$
4,413,641Weighted-average interest rate on long-term debt, including the
    impact of applicable interest rate swaps


5.90
%


6.14
%            55




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  9.
    Supplemental
    Cash Flows Information  2008


2007


2006(Dollars in thousands)Cash Paid During the Year For:Interest

$
360,698


$
268,781


$
292,285Income taxes

$
261,283


$
283,431


$
326,370Details of Acquisitions:Fair value of assets

$
165,093


$
108,438


$
1,296,379Liabilities*


13,489



19,442



192,486Cash paid


151,604



88,996



1,103,893Less cash acquired










3,457Net cash paid for acquisitions

$
151,604


$
88,996


$
1,100,436     *
    
    Includes obligations to sellers of $11.5 million,
    $2.0 million and $5.7 million in 2008, 2007 and 2006,
    respectively.    10.
    Employees
    Stock Incentive Plans and Management Incentive Plans  shareholder-authorized
     56




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Stock
    Options:
            2003 Plan(Amounts inthousands)Number of shares authorized


18,869Number of stock option shares granted


(3,347
)Number of stock option shares forfeited and returned to the plan


178Number of restricted stock units and restricted stock issued


(3,421
)Shares available for grant as stock options


12,279  57




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Fiscal Year EndedApril 30,


May 2,


May 3,2008


2007


2006Dividend yield


3.3
%


3.3
%


3.2
%Expected volatility


15.8
%


17.9
%


22.0
%Expected term (years)


5.0



5.0



5.0Risk-free interest rate


4.3
%


4.7
%


4.0
%       WeightedAverageNumber of


Exercise Price


AggregateOptions


(per share)


Intrinsic Value(Amounts in thousands, except per share data)Options outstanding at April 27, 2005


35,464


$
38.27


$
1,357,071Options granted


1,165



37.01



43,126Options exercised


(4,575
)


30.66



(140,266
)Options forfeited and returned to the plan


(539
)


38.06



(20,505
)Options outstanding at May 3, 2006


31,515



39.33



1,239,426Options granted


895



41.92



37,515Options exercised


(7,266
)


35.77



(259,860
)Options forfeited and returned to the plan


(347
)


44.60



(15,481
)Options outstanding at May 2, 2007


24,797



40.39



1,001,600Options granted


1,352



45.54



61,579Options exercised


(2,116
)


37.31



(78,960
)Options forfeited and returned to the plan


(1,899
)


51.32



(97,461
)Options outstanding at April 30, 2008


22,134


$
40.06


$
886,758Options vested and exercisable at May 3, 2006


25,545


$
39.29


$
1,003,646Options vested and exercisable at May 2, 2007


21,309


$
40.88


$
871,095Options vested and exercisable at April 30, 2008


19,249


$
39.77


$
765,552  58




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Options Outstanding


Options ExercisableWeighted-


Weighted-





Weighted-Average


Average





AverageRemaining


Remaining





Remaining


Weighted-Range of Exercise

Number


Life


Exercise Price


Number


Life


AveragePrice Per Share

Outstanding


(Years)


Per Share


Exercisable


(Years)


Exercise Price(Options in thousands)$29.18-$35.38


7,357



3.8


$
33.32



7,326



3.8


$
33.31$35.39-$44.77


9,506



3.1



40.46



7,965



2.8



40.71$44.78-$54.00


5,271



1.7



48.76



3,958



0.2



49.8322,134



3.0


$
40.06



19,249



2.6


$
39.77       WeightedAverageGrant DateNumber of


Fair ValueOptions


(per share)(Amounts in thousands, except per share data)Unvested options at May 2, 2007


3,488


$
6.98Options granted


1,352



6.25Options vested


(1,886
)


6.88Options forfeited and returned to the plan


(69
)


6.98Unvested options at April 30, 2008


2,885


$
7.07     Restricted
    Stock Units and Restricted Shares:
     59




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      2003 Plan(Amounts in thousands)Number of shares authorized


9,440Number of shares reserved for issuance


(4,072
)Number of shares forfeited and returned to the plan


651Shares available for grant


6,019     WeightedAverageGrant DateFair ValueNumber of Units


(Per Share)(Amounts in thousands,except per share data)Unvested units and stock at May 2, 2007


2,025


$
36.57Units and stock granted


715



46.00Units and stock vested


(579
)


35.94Units and stock forfeited and returned to the plan


(74
)


38.92Unvested units and stock at April 30, 2008


2,087


$
39.88       Global
    Stock Purchase Plan:
   60




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Annual
    Incentive Bonus:
    Long-Term
    Performance Program:
  2-year 2008-2009 2-year 2007-2008
  11.
    Retirement
    Plans   61




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2008


2007(Dollars in thousands)Change in Benefit Obligation:Benefit obligation at the beginning of the year

$
2,794,722


$
2,601,229Service cost


39,832



42,886Interest cost


152,073



135,984Participants contributions


13,090



10,347Amendments


14,907



4,046Actuarial (gain)/loss


(89,838
)


21,301Divestitures






(459
)Settlement






(10,664
)Special termination benefits






3,188Benefits paid


(149,048
)


(143,298
)Exchange/other


67,437



130,162Benefit obligation at the end of the year

$
2,843,175


$
2,794,722Change in Plan Assets:Fair value of plan assets at the beginning of the year

$
2,888,780


$
2,621,220Actual (loss)/return on plan assets


(79,759
)


207,470Divestitures






(172
)Settlement






(10,664
)Employer contribution


59,799



62,505Participants contributions


13,090



10,347Benefits paid


(149,048
)


(143,298
)Exchange


60,261



141,372Fair value of plan assets at the end of the year


2,793,123



2,888,780Funded status

$
(50,052
)

$
94,058Amount recognized in the consolidated balance sheet consists of:Noncurrent assets

$
191,079


$
284,619Current liabilities


(19,826
)


(8,545
)Noncurrent liabilities


(221,305
)


(182,016
)Net amount recognized

$
(50,052
)

$
94,058Amounts recognized in accumulated other comprehensive loss
    consist of:Net actuarial loss

$
802,738


$
633,461Prior service cost


25,572



11,746Net amount recognized

$
828,310


$
645,207Amounts in accumulated other comprehensive loss expected to be
    recognized as components of net periodic pension costs in the
    following fiscal year are as follows:Net actuarial loss

$
36,512


$
42,921Prior service cost


3,567



(1,093
)Net amount recognized

$
40,079


$
41,828    62




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      2008


2007Discount rate


6.1
%


5.5
%Compensation increase rate


5.2
%


5.0
%     2008


2007


2006(Dollars in thousands)Components of defined benefit net periodic benefit cost:Service cost

$
39,832


$
42,886


$
42,081Interest cost


152,073



135,984



124,064Expected return on assets


(227,373
)


(198,470
)


(168,990
)Amortization of:Net initial asset










(21
)Prior service cost


(1,403
)


(3,465
)


2,207Net actuarial loss


44,121



52,302



58,869Loss due to curtailment, settlement and special termination
    benefits






2,335



18,846Net periodic benefit cost


7,250



31,572



77,056Defined contribution plans


34,027



34,940



28,139Total pension cost


41,277



66,512



105,195Less pension cost associated with discontinued operations










375Pension cost associated with continuing operations

$
41,277


$
66,512


$
104,820     2008


2007


2006Expected rate of return


8.2
%


8.2
%


8.2
%Discount rate


5.5
%


5.3
%


5.5
%Compensation increase rate


5.0
%


4.0
%


4.0
%    63




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Plan
    Assets:
    Plan Assets at


TargetAsset Category

2008


2007


AllocationEquity securities


65
%


68
%


65
%Debt securities


32
%


29
%


33
%Real estate


1
%


1
%


1
%Other


2
%


2
%


1
%100
%


100
%


100
%     Cash
    Flows:
      2009

$
168,7502010

$
166,0082011

$
168,3182012

$
172,4862013

$
171,284Years
    2014-2018

$
879,329   12.
    Postretirement
    Benefits Other Than Pensions and Other Post Employment
    Benefits   64




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      2008


2007(Dollars in thousands)Change in benefit obligation:Benefit obligation at the beginning of the year

$
273,161


$
273,434Service cost


6,451



6,253Interest cost


15,626



15,893Participants contributions


973



913Amendments


1,001



Actuarial gain


(5,523
)


(2,262
)Benefits paid


(20,386
)


(21,180
)Exchange/other


5,295



110Benefit obligation at the end of the year


276,598



273,161Funded status

$
(276,598
)

$
(273,161
)Amount recognized in the consolidated balance sheet consists of:Current liabilities

$
(19,547
)

$
(20,090
)Noncurrent liabilities


(257,051
)


(253,071
)Net amount recognized

$
(276,598
)

$
(273,161
)Amounts recognized in accumulated other comprehensive loss
    consist of:Net actuarial loss

$
50,329


$
59,702Prior service cost


(8,242
)


(14,019
)Net amount recognized

$
42,087


$
45,683Amounts in accumulated other comprehensive loss expected to be
    recognized as components of net periodic pension costs in the
    following fiscal year are as follows:Net actuarial loss

$
3,693


$
4,549Negative prior service cost


(3,783
)


(4,766
)Net amount recognized

$
(90
)

$
(217
)      65




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2008


2007


2006(Dollars in thousands)Components of defined benefit net periodic benefit cost:Service cost

$
6,451


$
6,253


$
6,242Interest cost


15,626



15,893



15,631Amortization of:Prior service cost


(4,770
)


(6,098
)


(2,830
)Net actuarial loss


4,579



5,465



6,925Loss due to curtailment and special termination benefits










1,846Net periodic benefit cost

$
21,886


$
21,513


$
27,814       1% Increase


1% Decrease(Dollars in thousands)Effect on total service and interest cost components

$
1,581


$
1,406Effect on postretirement benefit obligation

$
18,016


$
16,284   Cash
    Flows:
      2009

$
21,2962010

$
22,6242011

$
23,7662012

$
24,7332013

$
25,038Years
    2014-2018

$
132,239    66




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  13.
    Derivative
    Financial Instruments and Hedging Activities      Foreign
    Currency Hedging:
        Interest
    Rate Hedging:
   67




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Hedge
    Ineffectiveness:
    Deferred
    Hedging Gains and Losses:
    Other
    Activities:
    Concentration
    of Credit Risk:
   68




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  14.
    Income
    Per Common Share    Fiscal Year EndedApril 30,


May 2,


May 3,2008


2007


2006(52 Weeks)


(52 Weeks)


(53 Weeks)(Amounts in thousands)Income from continuing operations

$
844,925


$
791,602


$
442,761Preferred dividends


12



13



14Income from continuing operations applicable to common stock

$
844,913


$
791,589


$
442,747Average common shares outstandingbasic


317,019



328,625



339,102Effect of dilutive securities:Convertible preferred stock


109



123



125Stock options, restricted stock and the global stock purchase
    plan


4,589



3,720



2,894Average common shares outstandingdiluted


321,717



332,468



342,121       15.
    Segment
    Information   69




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    
    North American Consumer ProductsThis segment
    primarily manufactures, markets and sells ketchup, condiments,
    sauces, pasta meals, and frozen potatoes, entrees, snacks, and
    appetizers to the grocery channels in the United States of
    America and includes our Canadian business.
    EuropeThis segment includes the
    Companys operations in Europe, including Eastern Europe
    and Russia, and sells products in all of the Companys
    categories.
    Asia/PacificThis segment includes the
    Companys operations in New Zealand, Australia, India,
    Japan, China, South Korea, Indonesia, and Singapore. This
    segments operations include products in all of the
    Companys categories.
    U.S. FoodserviceThis segment primarily
    manufactures, markets and sells branded and customized products
    to commercial and non-commercial food outlets and distributors
    in the United States of America including ketchup, condiments,
    sauces, and frozen soups, desserts and appetizers.
    Rest of WorldThis segment includes the
    Companys operations in Africa, Latin America, and the
    Middle East that sell products in all of the Companys
    categories.   70




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Fiscal Year EndedApril 30,


May 2,


May 3,


April 30,


May 2,


May 3,2008


2007


2006


2008


2007


2006(52 Weeks)


(52 Weeks)


(53 Weeks)


(52 Weeks)


(52 Weeks)


(53 Weeks)(Dollars in thousands)Net External Sales


Operating Income (Loss)North American Consumer Products

$
3,011,513


$
2,739,527


$
2,554,118


$
678,388


$
625,675


$
583,367Europe


3,532,326



3,076,770



2,987,737



636,866



566,362



414,178Asia/Pacific


1,599,860



1,319,231



1,221,054



194,900



150,177



101,447U.S. Foodservice


1,559,370



1,556,339



1,569,833



169,581



216,115



177,292Rest of World


367,709



309,763



310,696



45,437



39,484



1,618Non-Operating(a)














(156,205
)


(151,098
)


(164,290
)Consolidated Totals

$
10,070,778


$
9,001,630


$
8,643,438


$
1,568,967


$
1,446,715


$
1,113,612Operating Income (Loss) Excluding(b)Special ItemsNorth American Consumer Products

$
678,388


$
625,675


$
589,958Europe


636,866



566,362



526,372Asia/Pacific


194,900



150,177



126,563U.S. Foodservice


169,581



216,115



212,053Rest of World


45,437



39,484



31,609Non-Operating(a)


(156,205
)


(151,098
)


(136,564
)Consolidated Totals

$
1,568,967


$
1,446,715


$
1,349,991   Depreciation and Amortization Expenses


Capital Expenditures(c)Total North America

$
122,200


$
112,031


$
103,492


$
121,937


$
97,954


$
82,726Europe


115,578



108,479



98,106



119,425



99,939



102,275Asia/Pacific


35,410



29,390



28,708



36,404



36,903



36,479Rest of World


5,690



5,010



5,349



10,064



7,586



6,139Non-Operating(a)


10,019



11,287



11,778



13,758



2,180



2,958Consolidated Totals

$
288,897


$
266,197


$
247,433


$
301,588


$
244,562


$
230,577Identifiable AssetsTotal North America

$
3,795,272


$
3,752,033


$
3,530,639Europe


4,731,760



4,166,174



4,285,233Asia/Pacific


1,433,467



1,213,867



1,208,504Rest of World


235,625



189,543



208,175Non-Operating(d)


368,919



711,409



505,216Consolidated Totals

$
10,565,043


$
10,033,026


$
9,737,767  71




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (a)
    
    Includes corporate overhead, intercompany eliminations and
    charges not directly attributable to operating segments.(b)
    
    Fiscal year ended May 3, 2006:Excludes costs
    associated with targeted workforce reductions, costs incurred in
    connection with strategic reviews of several non-core businesses
    and net losses/impairment charge on divestures as follows: North
    American Consumer Products, $6.6 million; Europe,
    $112.2 million; Asia/Pacific, $25.1 million; U.S.
    Foodservice, $34.8 million; Rest of World,
    $30.0 million; and Non-Operating $27.7 million.(c)
    
    Excludes property, plant and equipment obtained through
    acquisitions.(d)
    
    Includes identifiable assets not directly attributable to
    operating segments.    Fiscal Year EndedApril 30,


May 2,


May 3,2008


2007


2006(52 Weeks)


(52 Weeks)


(53 Weeks)(Dollars in thousands)Ketchup and sauces

$
4,081,864


$
3,682,102


$
3,530,346Meals and snacks


4,521,697



4,026,168



3,876,743Infant/Nutrition


1,089,544



929,075



863,943Other


377,673



364,285



372,406Total

$
10,070,778


$
9,001,630


$
8,643,438     Fiscal Year EndedNet External Sales


Long-Lived AssetsApril 30,


May 2,


May 3,2008


2007


2006


April 30,


May 2,


May 3,(52 Weeks)


(52 Weeks)


(53 Weeks)


2008


2007


2006(Dollars in thousands)United States

$
3,971,296


$
3,809,786


$
3,693,262


$
2,393,732


$
2,377,900


$
2,359,630United Kingdom


1,844,014



1,643,268



1,636,089



1,582,088



1,588,218



1,442,562Other


4,255,468



3,548,576



3,314,087



2,540,414



2,171,907



1,967,353Total

$
10,070,778


$
9,001,630


$
8,643,438


$
6,516,234


$
6,138,025


$
5,769,545   16.
    Quarterly
    Results  2008First


Second


Third


Fourth


Total(13 Weeks)


(13 Weeks)


(13 Weeks)


(13 Weeks)


(52 Weeks)(Unaudited)(Dollars in thousands, except per share amounts)Sales

$
2,248,285


$
2,523,379


$
2,610,863


$
2,688,251


$
10,070,778Gross profit


838,400



931,802



935,416



975,074



3,680,692Net income


205,294



227,037



218,532



194,062



844,925Per Share Amounts:Net incomediluted

$
0.63


$
0.71


$
0.68


$
0.61


$
2.63Net incomebasic


0.64



0.72



0.69



0.62



2.67Cash dividends


0.38



0.38



0.38



0.38



1.52  72




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  2007First


Second


Third


Fourth


Total(13 Weeks)


(13 Weeks)


(13 Weeks)


(13 Weeks)


(52 Weeks)(Unaudited)(Dollars in thousands, except per share amounts)Sales

$
2,059,920


$
2,232,225


$
2,295,192


$
2,414,293


$
9,001,630Gross profit


772,417



846,598



852,116



921,769



3,392,900Income from continuing operations


194,101



197,431



219,038



181,032



791,602Net income


194,101



191,575



219,038



181,032



785,746Per Share Amounts:Income from continuing operationsdiluted

$
0.58


$
0.59


$
0.66


$
0.55


$
2.38Income from continuing operationsbasic


0.59



0.60



0.67



0.56



2.41Cash dividends


0.35



0.35



0.35



0.35



1.40   17.
    Commitments
    and Contingencies  Legal
    Matters:
    Lease
    Commitments:
  (2009-$68.8 million,
      18.
    Advertising
    Costs   73




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.    Item 9A.
    Controls
    and Procedures.                Item 9B.
    Other
    Information.   74




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##### Table of Contents



PART III
  Item 10.
    Directors,
    Executive Officers and Corporate Governance.    Item 11.
    Executive
    Compensation.    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.      Equity
    Compensation Plan Information
  (a)


(b)


(c)Number of securitiesremaining availablefor future issuanceNumber of securities to


Weighted-average


under equitybe issued upon exercise


exercise price of


compensation Plansof outstanding options,


outstanding options,


(excluding securitieswarrants and rights


warrants and rights


reflected in column (a))Equity Compensation plans approved by stockholders


24,610,332


$
39.96



12,307,925Equity Compensation plans not approved by stockholders(1)(2)


60,093



N/A
(3)


N/A
(1)(4)Total


24,670,425


$
39.96



12,307,925  75




---



##### Table of Contents



(1)
    
    The H. J. Heinz Company Restricted Stock Recognition Plan for
    Salaried Employees (the Restricted Stock Plan) was
    designed to provide recognition and reward in the form of awards
    of restricted stock to employees who have a history of
    outstanding accomplishment and who, because of their experience
    and skills, are expected to continue to contribute significantly
    to the success of the Company. Eligible employees were those
    full-time salaried employees not participating in the
    shareholder-approved H. J. Heinz Company Incentive Compensation
    Plan in effect as of May 1, 2002, and who have not been
    awarded an option to purchase Company Common Stock. The Company
    has ceased issuing shares from this Restricted Stock Plan, and
    it is the Companys intention to terminate the Restricted
    Stock Plan once all restrictions on previously issued shares are
    lifted. All awards of this type are now made under the Fiscal
    Year 2003 Stock Incentive Plan.(2)
    
    The Executive Deferred Compensation Plan, as amended and
    restated on December 27, 2001 and the Deferred Compensation
    Plan for Non-Employee Directors as amended and restated on
    January 1, 2004, permit full-time salaried personnel based
    in the U.S. who have been identified as key employees and
    non-employee directors, to defer all or part of his or her cash
    compensation into either a cash account that accrues interest,
    or into a Heinz stock account. The election to defer is
    irrevocable. The Management Development & Compensation
    Committee of the Board of Directors administers the Plan. All
    amounts are payable at the times and in the amounts elected by
    the executives at the time of the deferral. The deferral period
    shall be at least one year and shall be no greater than the date
    of retirement or other termination, whichever is earlier.
    Amounts deferred into cash accounts are payable in cash, and all
    amounts deferred into the Heinz stock account are payable in
    Heinz Common Stock. Compensation deferred into the Heinz stock
    account appreciates or depreciates according to the fair market
    value of Heinz Common Stock.(3)
    
    The grants made under the Restricted Stock Plan, the Executive
    Deferred Compensation Plan and the Deferred Compensation Plan
    for Non-Employee Directors are restricted or reserved shares of
    Common Stock, and therefore there is no exercise price.(4)
    
    The maximum number of shares of Common Stock that the Chief
    Executive Officer was authorized to grant under the Restricted
    Stock Plan was established annually by the Executive Committee
    of the Board of Directors; provided, however, that such number
    of shares did not exceed in any plan year 1% of all then
    outstanding shares of Common Stock.  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.      Item 14.
    Principal
    Accountant Fees and Services.   76




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##### Table of Contents



PART IV
  Item 15.
    Exhibits
    and Financial Statement Schedules.  (a)(1)

The following financial statements and reports are filed as part
    of this report under Item 8Financial Statements
    and Supplementary Data:Consolidated Balance Sheets as of April 30, 2008 and
    May 2, 2007Consolidated Statements of Income for the fiscal years ended
    April 30, 2008, May 2, 2007 and May 3, 2006Consolidated Statements of Shareholders Equity for the
    fiscal years ended April 30, 2008, May 2, 2007 and
    May 3, 2006Consolidated Statements of Cash Flows for the fiscal years ended
    April 30, 2008, May 2, 2007 and May 3, 2006Notes to Consolidated Financial StatementsReport of Independent Registered Public Accounting Firm of
    PricewaterhouseCoopers LLP dated June 19, 2008, on the
    Companys consolidated financial statements and financial
    statement schedule filed as a part hereof for the fiscal years
    ended April 30, 2008, May 2, 2007 and May 3, 2006(2)

The following report and schedule is filed herewith as a part
    hereof:Schedule II (Valuation and Qualifying Accounts and
    Reserves) for the three fiscal years ended April 30, 2008,
    May 2, 2007 and May 3, 2006All other schedules are omitted because they are not applicable
    or the required information is included herein or is shown in
    the consolidated financial statements or notes thereto filed as
    part of this report incorporated herein by reference.(3)

Exhibits required to be filed by Item 601 of
    Regulation S-K
    are listed below. Documents not designated as being incorporated
    herein by reference are filed herewith. The paragraph numbers
    correspond to the exhibit numbers designated in Item 601 of
    Regulation S-K.3(i)

Second Amended and Restated Articles of Incorporation of H.J.
    Heinz Company dated August 15, 2007, amending and restating
    the amended and restated Articles of Amendment in their entirety.3(ii)

The Companys By-Laws, as amended effective August 15,
    2007, are incorporated herein by reference to Exhibit 3(ii)
    of the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended August 1, 2007.4.

Except as set forth below, there are no instruments with respect
    to long-term debt of the Company that involve indebtedness or
    securities authorized thereunder in amounts that exceed
    10 percent of the total assets of the Company on a
    consolidated basis. The Company agrees to file a copy of any
    instrument or agreement defining the rights of holders of
    long-term debt of the Company upon request of the Securities and
    Exchange Commission.(a)

The Indenture among the Company, H. J. Heinz Finance Company,
    and Bank One, National Association dated as of July 6, 2001
    relating to the H. J. Heinz Finance Companys
    $750,000,000 6.625% Guaranteed Notes due 2011, $700,000,000
    6.00% Guaranteed Notes due 2012 and $550,000,000 6.75%
    Guaranteed Notes due 2032 is incorporated herein by reference to
    Exhibit 4 of the Companys Annual Report on
    Form 10-K
    for the fiscal year ended May 1, 2002.(b)

The Certificate of Designations, Preferences and Rights of
    Voting Cumulative Preferred Stock, Series A of H. J. Heinz
    Finance Company is incorporated herein by reference to
    Exhibit 4 of the Companys Quarterly Report on
    Form 10-Q
    for the three months ended August 1, 2001. 77




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##### Table of Contents



(c)

Amended and Restated Five-Year Credit Agreement dated as of
    September 6, 2001 and amended and restated as of
    August 4, 2004 among H.J. Heinz Company, H.J. Heinz Finance
    Company, the Banks listed on the signature pages thereto and JP
    Morgan Chase Bank, as Administrative Agent, is incorporated
    herein by reference to Exhibit 4 to the Companys
    quarterly report on
    Form 10-Q
    for the period ended January 25, 2006.10(a)

Management contracts and compensatory plans:(i)

1986 Deferred Compensation Program for H. J. Heinz Company and
    affiliated companies, as amended and restated in its entirety
    effective December 6, 1995, is incorporated herein by
    reference to Exhibit 10(c)(i) to the Companys Annual
    Report on
    Form 10-K
    for the fiscal year ended May 1, 1995.(ii)

H. J. Heinz Company 1990 Stock Option Plan is incorporated
    herein by reference to Appendix A to the Companys
    Proxy Statement dated August 3, 1990.(iii)

H. J. Heinz Company 1994 Stock Option Plan is incorporated
    herein by reference to Appendix A to the Companys
    Proxy Statement dated August 5, 1994.(iv)

H. J. Heinz Company Supplemental Executive Retirement Plan, as
    amended, is incorporated herein by reference to
    Exhibit 10(c)(ix) to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended April 28, 1993.(v)

H. J. Heinz Company Executive Deferred Compensation Plan (as
    amended and restated on December 27, 2001) is
    incorporated by reference to Exhibit 10(a)(vii) of the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended May 1, 2002.(vi)

H. J. Heinz Company Incentive Compensation Plan is incorporated
    herein by reference to Appendix B to the Companys
    Proxy Statement dated August 5, 1994.(vii)

H. J. Heinz Company Stock Compensation Plan for Non-Employee
    Directors is incorporated herein by reference to Appendix A
    to the Companys Proxy Statement dated August 3, 1995.(viii)

H. J. Heinz Company 1996 Stock Option Plan is incorporated
    herein by reference to Appendix A to the Companys
    Proxy Statement dated August 2, 1996.(ix)

H. J. Heinz Company Deferred Compensation Plan for Directors is
    incorporated herein by reference to Exhibit 10(a)(xiii) to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended April 29, 1998.(x)

H. J. Heinz Company 2000 Stock Option Plan is incorporated
    herein by reference to Appendix A to the Companys
    Proxy Statement dated August 4, 2000.(xi)

H. J. Heinz Company Executive Estate Life Insurance Program is
    incorporated herein by reference to Exhibit 10(a)(xv) to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended May 1, 2002.(xii)

H. J. Heinz Company Restricted Stock Recognition Plan for
    Salaried Employees is incorporated herein by reference to
    Exhibit 10(a)(xvi) to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended May 1, 2002.(xiii)

H. J. Heinz Company Senior Executive Incentive Compensation Plan
    is incorporated by reference to the Companys Proxy
    Statement dated August 2, 2002. 78




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##### Table of Contents



(xiv)

Deferred Compensation Plan for Non-Employee Directors of
    H. J. Heinz Company (as amended and restated effective
    January 1, 2004), is incorporated herein by reference to
    Exhibit 10 to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended January 28, 2004.(xv)

Form of Stock Option Award and Agreement for U.S. Employees
    is incorporated herein by reference to Exhibit 10(a) to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended January 26, 2005.(xvi)

Form of Stock Option Award and Agreement for U.S. Employees
    Based in the U.K. on International Assignment is incorporated
    herein by reference to Exhibit 10(a) to the Companys
    Quarterly Report on
    Form 10-Q
    for the quarterly period ended January 26, 2005.(xvii)

Form of Restricted Stock Unit Award and Agreement for
    U.S. Employees is incorporated herein by reference to
    Exhibit 10(a) to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended January 26, 2005.(xviii)

Form of Restricted Stock Unit Award and Agreement for
    Non-U.S. Based
    Employees is incorporated herein by reference to
    Exhibit 10(a) to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended January 26, 2005.(xix)

Form of Five-Year Restricted Stock Unit Retention Award and
    Agreement for U.S. Employees is incorporated herein by
    reference to Exhibit 10(a) to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended January 26, 2005.(xx)

Form of Five-Year Restricted Stock Unit Retention Award and
    Agreement for
    Non-U.S. Based
    Employees is incorporated herein by reference to
    Exhibit 10(a) to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended January 26, 2005.(xxi)

Form of Three-Year Restricted Stock Unit Retention Award and
    Agreement for U.S. Employees is incorporated herein by
    reference to Exhibit 10(a) to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended January 26, 2005.(xxii)

Form of Three-Year Restricted Stock Unit Retention Award and
    Agreement for
    Non-U.S. Based
    Employees is incorporated herein by reference to
    Exhibit 10(a) to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended January 26, 2005.(xxiii)

Named Executive Officer and Director Compensation(xxiv)

Form of Fiscal Year 2006 Restricted Stock Unit Award and
    Agreement for U.S. Employees is incorporated herein by
    reference to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended April 27, 2005.(xxv)

Form of Fiscal Year 2006 Restricted Stock Unit Award and
    Agreement for
    non-U.S. Based
    Employees is incorporated herein by reference to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended April 27, 2005.(xxvi)

Amendment Number One to the H.J. Heinz Company 2000 Stock Option
    Plan is incorporated herein by reference to the Companys
    Annual Report on
    Form 10-K
    for the fiscal year ended April 27, 2005. 79




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##### Table of Contents



(xxvii)

Amendment Number One to the H.J. Heinz Company 1996 Stock Option
    Plan is incorporated herein by reference to the Companys
    Annual Report on
    Form 10-K
    for the fiscal year ended April 27, 2005.(xxviii)

Form of Fiscal Year 2006 Severance Protection Agreement is
    incorporated herein by reference to the Companys Annual
    Report on
    Form 10-K
    for the fiscal year ended April 27, 2005.(xxix)

Form of Long-Term Performance Program Award Agreement is hereby
    incorporated by reference to Exhibit 99 of the
    Companys
    Form 8-K
    filed on June 12, 2006.(xxx)

Form of Fiscal Year 2007 Restricted Stock Unit Award and
    Agreement is incorporated herein by reference to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended November 1, 2006.(xxxi)

Form of Fiscal Year 2008 Stock Option Award and Agreement
    (U.S. Employees) is hereby incorporated by reference to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended August 1, 2007.(xxxii)

Form of Stock Option Award and Agreement is hereby incorporated
    by reference to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended August 1, 2007.(xxxiii)

Form of Restricted Stock Unit Award and Agreement is hereby
    incorporated by reference to the Companys Quarterly Report
    on
    Form 10-Q
    for the quarterly period ended August 1, 2007.(xxxiv)

Form of Revised Fiscal Year 2008 Restricted Stock Unit Award and
    Agreement is hereby incorporated by reference to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended August 1, 2007.(xxxv)

Form of Restricted Stock Unit Award and Agreement
    (U.S. Employees Retention) is hereby incorporated by
    reference to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended August 1, 2007.(xxxvi)

Second Amended and Restated Fiscal Year 2003 Stock Incentive
    Plan is hereby incorporated herein by reference to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended August 1, 2007.(xxxvii)

Second Amended and Restated Global Stock Purchase Plan is hereby
    incorporated herein by reference to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended August 1, 2007.(xxxviii)

Time Sharing Agreement dated as of September 14, 2007,
    between H.J. Heinz Company and William R. Johnson incorporated
    herein by reference to Exhibit 10.1 of the Companys
    Form 8-K
    dated September 14, 2007.(xxxix)

Retirement and Consulting Agreement and a Non-Competition and
    Non-Solicitation Agreement dated January 30, 2008 between
    H. J. Heinz Company and Jeffrey P. Berger are hereby
    incorporated by reference to Exhibit 10.1 of the
    Companys Form
    8-K dated
    February 1, 2008.12.

Computation of Ratios of Earnings to Fixed Charges.21.

Subsidiaries of the Registrant.23.

Consent of PricewaterhouseCoopers LLP.24.

Powers-of-attorney of the Companys directors. 80




---



##### Table of Contents



31(a)

Rule 13a-14(a)/15d-14(a)
    Certification by William R. Johnson.31(b)

Rule 13a-14(a)/15d-14(a)
    Certification by Arthur B. Winkleblack.32(a)

Certification by the Chief Executive Officer Relating to the
    Annual Report Containing Financial Statements.32(b)

Certification by the Chief Financial Officer Relating to the
    Annual Report Containing Financial Statements.    81




---



##### Table of Contents



SIGNATURES
    
  By:
    /s/  Arthur
    B. Winkleblack  Arthur B. Winkleblack
 Executive Vice President and Chief Financial Officer
    Signature

Capacity/s/  William
    R. JohnsonWilliam
    R. Johnson

Chairman, President and
    Chief Executive Officer
    (Principal Executive Officer)/s/  Arthur
    B. WinkleblackArthur
    B. Winkleblack

Executive Vice President and
    (Principal Financial Officer)/s/  Edward
    J. McMenaminEdward
    J. McMenamin

Senior Vice President-Finance and
    Corporate Controller
    (Principal Accounting Officer)   William R. Johnson
    Charles E. Bunch
    Leonard S. Coleman, Jr.
    John G. Drosdick
    Edith E. Holiday
    Candace Kendle
    Dean R. OHare
    Nelson Peltz
    Dennis H. Reilley
    Lynn C. Swann
    Thomas J. Usher
    Michael F. Weinstein

Director    }
    Director    }
    Director    }
    Director    }
    Director    }
    Director    }
    Director    }
    Director    }
    Director    }
    Director    }
    Director    }
    Director    }

By: /s/  Arthur
    B. WinkleblackArthur
    B. WinkleblackAttorney-in-Fact  82




---



##### Table of Contents



Schedule II
  H. J.
    Heinz Company and Subsidiaries
    VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
    Fiscal Years Ended April 30, 2008, May 2, 2007 and
    May 3, 2006
    (Thousands of Dollars)
  AdditionsBalance at


Charged to


Charged





Balance atbeginning


costs and


to other





end ofDescription

of period


expenses


accounts


Deductions


periodFiscal year ended April 30, 2008:Reserves deducted in the balance sheet from the assets to which
    they apply:Receivables

$
14,706


$
2,379


$
2,286


$
3,684


$
15,687Fiscal year ended May 2, 2007:Reserves deducted in the balance sheet from the assets to which
    they apply:Receivables

$
16,988


$
3,839


$
1,266


$
7,387


$
14,706Fiscal year ended May 3, 2006:Reserves deducted in the balance sheet from the assets to which
    they apply:Receivables

$
21,844


$
3,213


$



$
8,069


$
16,988




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##### Table of Contents



EXHIBIT INDEX
  Description of ExhibitExhibits required to be filed by Item 601 of
    Regulation S-K
    are listed below. Documents not designated as being incorporated
    herein by reference are filed herewith. The paragraph numbers
    correspond to the exhibit numbers designated in Item 601 of
    Regulation S-K.3(i)

Second Amended and Restated Articles of Incorporation of H.J.
    Heinz Company dated August 15, 2007, amending and restating
    the Companys amended and restated Articles of Amendment in
    their entirety.3(ii)

The Companys By-Laws, as amended effective August 15,
    2007, are incorporated herein by reference to Exhibit 3(ii)
    of the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended August 1, 2007.4.

Except as set forth below, there are no instruments with respect
    to long-term debt of the Company that involve indebtedness or
    securities authorized thereunder in amounts that exceed
    10 percent of the total assets of the Company on a
    consolidated basis. The Company agrees to file a copy of any
    instrument or agreement defining the rights of holders of
    long-term debt of the Company upon request of the Securities and
    Exchange Commission.(a)

The Indenture among the Company, H. J. Heinz Finance Company,
    and Bank One, National Association dated as of July 6, 2001
    relating to the H. J. Heinz Finance Companys $750,000,000
    6.625% Guaranteed Notes due 2011, $700,000,000 6.00% Guaranteed
    Notes due 2012 and $550,000,000 6.75% Guaranteed Notes due 2032
    is incorporated herein by reference to Exhibit 4 of the
    Companys Annual Report on Form
    10-K for the
    fiscal year ended May 1, 2002.(b)

The Certificate of Designations, Preferences and Rights of
    Voting Cumulative Preferred Stock, Series A of H. J. Heinz
    Finance Company is incorporated herein by reference to
    Exhibit 4 of the Companys Quarterly Report on
    Form 10-Q
    for the three months ended August 1, 2001.(c)

Amended and Restated Five-Year Credit Agreement dated as of
    September 6, 2001 and amended and restated as of
    August 4, 2004 among H.J. Heinz Company, H.J. Heinz Finance
    Company, the Banks listed on the signature pages thereto and JP
    Morgan Chase Bank, as Administrative Agent, is incorporated
    herein by reference to Exhibit 4 to the Companys
    quarterly report on
    Form 10-Q
    for the period ended January 25, 2006.10(a)

Management contracts and compensatory plans:(i)

1986 Deferred Compensation Program for H. J. Heinz Company and
    affiliated companies, as amended and restated in its entirety
    effective December 6, 1995, is incorporated herein by
    reference to Exhibit 10(c)(i) to the Companys Annual
    Report on
    Form 10-K
    for the fiscal year ended May 1, 1995.(ii)

H. J. Heinz Company 1990 Stock Option Plan is incorporated
    herein by reference to Appendix A to the Companys
    Proxy Statement dated August 3, 1990.(iii)

H. J. Heinz Company 1994 Stock Option Plan is incorporated
    herein by reference to Appendix A to the Companys
    Proxy Statement dated August 5, 1994.(iv)

H. J. Heinz Company Supplemental Executive Retirement Plan, as
    amended, is incorporated herein by reference to
    Exhibit 10(c)(ix) to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended April 28, 1993.(v)

H. J. Heinz Company Executive Deferred Compensation Plan (as
    amended and restated on December 27, 2001) is
    incorporated by reference to Exhibit 10(a)(vii) of the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended May 1, 2002.




---



##### Table of Contents



Description of Exhibit(vi)

H. J. Heinz Company Incentive Compensation Plan is incorporated
    herein by reference to Appendix B to the Companys
    Proxy Statement dated August 5, 1994.(vii)

H. J. Heinz Company Stock Compensation Plan for Non-Employee
    Directors is incorporated herein by reference to Appendix A
    to the Companys Proxy Statement dated August 3, 1995.(viii)

H. J. Heinz Company 1996 Stock Option Plan is incorporated
    herein by reference to Appendix A to the Companys
    Proxy Statement dated August 2, 1996.(ix)

H. J. Heinz Company Deferred Compensation Plan for Directors is
    incorporated herein by reference to Exhibit 10(a)(xiii) to
    the Companys Annual Report on
    Form 10-K
    for the fiscal year ended April 29, 1998.(x)

H. J. Heinz Company 2000 Stock Option Plan is incorporated
    herein by reference to Appendix A to the Companys
    Proxy Statement dated August 4, 2000.(xi)

H. J. Heinz Company Executive Estate Life Insurance Program is
    incorporated herein by reference to Exhibit 10(a)(xv) to
    the Companys Annual Report on
    Form 10-K
    for the fiscal year ended May 1, 2002.(xii)

H. J. Heinz Company Restricted Stock Recognition Plan for
    Salaried Employees is incorporated herein by reference to
    Exhibit 10(a)(xvi) to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended May 1, 2002.(xiii)

H. J. Heinz Company Senior Executive Incentive Compensation Plan
    is incorporated by reference to the Companys Proxy
    Statement dated August 2, 2002.(xiv)

Deferred Compensation Plan for Non-Employee Directors of H. J.
    Heinz Company (as amended and restated effective January 1,
    2004), is incorporated herein by reference to Exhibit 10 to
    the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended January 28, 2004.(xv)

Form of Stock Option Award and Agreement for U.S. Employees
    is incorporated herein by reference to Exhibit 10(a) to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended January 26, 2005.(xvi)

Form of Stock Option Award and Agreement for U.S. Employees
    Based in the U.K. on International Assignment is incorporated
    herein by reference to Exhibit 10(a) to the Companys
    Quarterly Report on
    Form 10-Q
    for the quarterly period ended January 26, 2005.(xvii)

Form of Restricted Stock Unit Award and Agreement for
    U.S. Employees is incorporated herein by reference to
    Exhibit 10(a) to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended January 26, 2005.(xviii)

Form of Restricted Stock Unit Award and Agreement for
    Non-U.S. Based
    Employees is incorporated herein by reference to
    Exhibit 10(a) to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended January 26, 2005.(xix)

Form of Five-Year Restricted Stock Unit Retention Award and
    Agreement for U.S. Employees is incorporated herein by
    reference to Exhibit 10(a) to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended January 26, 2005.(xx)

Form of Five-Year Restricted Stock Unit Retention Award and
    Agreement for
    Non-U.S. Based
    Employees is incorporated herein by reference to
    Exhibit 10(a) to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended January 26, 2005.




---



##### Table of Contents



Description of Exhibit(xxi)

Form of Three-Year Restricted Stock Unit Retention Award and
    Agreement for U.S. Employees is incorporated herein by
    reference to Exhibit 10(a) to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended January 26, 2005.(xxii)

Form of Three-Year Restricted Stock Unit Retention Award and
    Agreement for
    Non-U.S. Based
    Employees is incorporated herein by reference to
    Exhibit 10(a) to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended January 26, 2005.(xxiii)

Named Executive Officer and Director Compensation(xxiv)

Form of Fiscal Year 2006 Restricted Stock Unit Award and
    Agreement for U.S. Employees is incorporated herein by
    reference to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended April 27, 2005.(xxv)

Form of Fiscal Year 2006 Restricted Stock Unit Award and
    Agreement for
    non-U.S. Based
    Employees is incorporated herein by reference to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended April 27, 2005.(xxvi)

Amendment Number One to the H.J. Heinz Company 2000 Stock Option
    Plan is incorporated herein by reference to the Companys
    Annual Report on
    Form 10-K
    for the fiscal year ended April 27, 2005.(xxvii)

Amendment Number One to the H.J. Heinz Company 1996 Stock Option
    Plan is incorporated herein by reference to the Companys
    Annual Report on
    Form 10-K
    for the fiscal year ended April 27, 2005.(xxviii)

Form of Fiscal Year 2006 Severance Protection Agreement is
    incorporated herein by reference to the Companys Annual
    Report on
    Form 10-K
    for the fiscal year ended April 27, 2005.(xxxix)

Form of Long-Term Performance Program Award Agreement is hereby
    incorporated by reference to Exhibit 99 of the
    Companys
    Form 8-K
    filed on June 12, 2006.(xxx)

Form of Fiscal Year 2007 Restricted Stock Unit Award and
    Agreement is incorporated herein by reference to the
    Companys Quarterly Report on Form
    10-Q for the
    quarterly period ended November 1, 2006.(xxxi)

Form of Fiscal Year 2008 Stock Option Award and Agreement
    (U.S. Employees) is hereby incorporated by reference to the
    Companys Quarterly Report on Form
    10-Q for the
    quarterly period ended August 1, 2007.(xxxii)

Form of Stock Option Award and Agreement is hereby incorporated
    by reference to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended August 1, 2007.(xxxiii)

Form of Restricted Stock Unit Award and Agreement is hereby
    incorporated by reference to the Companys Quarterly Report
    on
    Form 10-Q
    for the quarterly period ended August 1, 2007.(xxxiv)

Form of Revised Fiscal Year 2008 Restricted Stock Unit Award and
    Agreement is hereby incorporated by reference to the
    Companys Quarterly Report on Form
    10-Q for the
    quarterly period ended August 1, 2007.(xxxv)

Form of Restricted Stock Unit Award and Agreement
    (U.S. Employees Retention) is hereby incorporated by
    reference to the Companys Quarterly Report on Form
    10-Q for the
    quarterly period ended August 1, 2007.(xxxvi)

Second Amended and Restated Fiscal Year 2003 Stock Incentive
    Plan is hereby incorporated herein by reference to the
    Companys Quarterly Report on Form
    10-Q for the
    quarterly period ended August 1, 2007.(xxxvii)

Second Amended and Restated Global Stock Purchase Plan is hereby
    incorporated herein by reference to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended August 1, 2007.




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##### Table of Contents



Description of Exhibit(xxxviii)

Time Sharing Agreement dated as of September 14, 2007,
    between H. J. Heinz Company and William R. Johnson
    incorporated herein by reference to Exhibit 10.1 of the
    Companys
    Form 8-K
    dated September 14, 2007.(xxxix)

Retirement and Consulting Agreement and a Non-Competition and
    Non-Solicitation Agreement dated January 30, 2008 between
    H.J. Heinz Company and Jeffrey P. Berger are hereby incorporated
    by reference to Exhibit 10.1 of the Companys
    Form 8-K
    dated February 1, 2008.12.

Computation of Ratios of Earnings to Fixed Charges.21.

Subsidiaries of the Registrant.23.

Consent of PricewaterhouseCoopers LLP.24.

Powers-of-attorney of the Companys directors.31(a)

Rule 13a-14(a)/15d-14(a)
    Certification by William R. Johnson.31(b)

Rule 13a-14(a)/15d-14(a)
    Certification by Arthur B. Winkleblack.32(a)

Certification by the Chief Executive Officer Relating to the
    Annual Report Containing Financial Statements.32(b)

Certification by the Chief Financial Officer Relating to the
    Annual Report Containing Financial Statements.