##### 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 May 2,
    2007oro

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.)600 Grant Street,
    Pittsburgh, Pennsylvania

15219(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:
   þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
 þ o o
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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TABLE OF CONTENTS  PART IItem 1. Business.Item 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. Properties.Item 3. Legal Proceedings.Item 4. Submission of Matters to a Vote of Security Holders.PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.Item 6. Selected Financial Data.Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.FISCAL YEAR 2007 OPERATING RESULTS BY BUSINESS SEGMENTFISCAL YEAR 2006 OPERATING RESULTS BY BUSINESS SEGMENTLiquidity and Financial PositionItem 7A. Quantitative and Qualitative Disclosures About Market Risk.Item 8. Financial Statements and Supplementary Data.Report of Management on Internal Control over Financial ReportingReport of Independent Registered Public Accounting FirmConsolidated Statements of IncomeConsolidated Balance SheetsConsolidated Balance SheetsConsolidated Statements of Shareholders EquityConsolidated Statements of Cash FlowsNotes to Consolidated Financial StatementsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.Item 9A. Controls and Procedures.Item 9B. Other Information.PART IIIItem 10. Directors, Executive Officers and Corporate Governance.Executive Officers of the RegistrantItem 11. Executive Compensation.Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.Item 13. Certain Relationships and Related Transactions, and Director Independence.Item 14. Principal Accountant Fees and Services.PART IVItem 15. Exhibits and Financial Statement Schedules.SIGNATURESSchedule IIEXHIBIT INDEXEX-3(I)EX-10(A)(XXIII)EX-10(A)(XXXIII)EX-10.A.XXXIVEX-12EX-21EX-23EX-24EX-31(A)EX-31(B)EX-32(A)EX-32(B)    Table of Contents  
  PART I
 
  Item 1.
    Business.          FactoriesOwned


Leased


Major Owned and Licensed TrademarksNorth America


23



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


22






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!Asia/Pacific


14



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*Rest of World


9



3


Heinz, Wellingtons,
    Complan, Glucon D, Nycil, Today, Mamas, John West,
    Farleys, Dieterba, HP, Lea & Perrins, Classico,
    Banquete68



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



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 is 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.
   4




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Disruption
    of our supply chain could adversely affect our
    business.
    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.
   5




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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
    failure to complete the strategic transformation through further
    simplification and cost savings could adversely affect the
    Companys ability to increase net income.
   6




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##### Table of Contents



CAUTIONARY
    STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION
    
    sales, earnings, and volume growth,
    general economic, political, and industry conditions,
    competitive conditions, which affect, among other things,
    customer preferences and the pricing of products, production,
    energy and raw material costs,
    the availability of raw materials and packaging,
    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,
    the ability to identify and complete and the timing, pricing and
    success of acquisitions, joint ventures, divestitures and other
    strategic initiatives,
    approval of acquisitions and divestitures by competition
    authorities, and satisfaction of other legal requirements,
    the ability to successfully complete cost reduction programs,
    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, and
    international operations, particularly 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, 7




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##### Table of Contents




    the ability to implement new information systems, 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.   8




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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 ProgramsFebruary 1, 2007 February 28, 2007


631,500


$
46.73







March 1, 2007 March 28, 2007


2,302,400



46.04







March 29, 2007 May 2, 2007


2,675,000



47.29







Total


5,608,900


$
46.71







    9




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Item 6.
    Selected
    Financial Data.    Fiscal Year EndedMay 2,


May 3,


April 27,


April 28,


April 30,2007


2006


2005


2004


2003(52 Weeks)


(53 Weeks)


(52 Weeks)


(52 Weeks)


(52 Weeks)Sales(1)

$
9,001,630


$
8,643,438


$
8,103,456


$
7,625,831


$
7,566,800Interest expense(1)


333,270



316,296



232,088



211,382



222,729Income from continuing
    operations(1)


791,602



442,761



688,004



715,451



478,303Income from continuing operations
    per share  diluted(1)


2.38



1.29



1.95



2.02



1.35Income from continuing operations
    per share  basic(1)


2.41



1.31



1.97



2.03



1.36Short-term debt and current
    portion of long-term debt


468,243



54,969



573,269



436,450



154,786Long-term debt, exclusive of
    current portion(2)


4,413,641



4,357,013



4,121,984



4,537,980



4,776,143Total assets(3)


10,033,026



9,737,767



10,577,718



9,877,189



9,224,751Cash dividends per common share


1.40



1.20



1.14



1.08



1.485    (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
    $71.0 million, ($1.4) million, $186.1 million,
    $125.3 million, and $294.8 million of hedge accounting
    adjustments associated with interest rate swaps at May 2,
    2007, May 3, 2006, April 27, 2005, April 28,
    2004, and April 30, 2003, respectively. Long-term debt
    reflects the prospective classification of Heinz Finance
    Companys $325 million of mandatorily redeemable
    preferred shares from minority interest to long-term debt
    beginning in the second quarter of Fiscal 2004 as a result of
    the adoption of Statement of Financial Accounting Standards
    (SFAS) No. 150.(3)
    
    Fiscal 2007 reflects 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.   10




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e-commerce
     11




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##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  Executive
    Overview- Fiscal 2007
  Heinz ®
    
    Net sales grew over 4% to $9.0 billion.
    Operating income grew 7.2%, excluding special items in the prior
    year, including an incremental $64 million (or 24%) in
    consumer marketing investment (see table in Fiscal 2006
    Transformation Costs which reconciles Fiscal 2006 reported
    amounts to amounts excluding special items).
    Operating free cash flow (cash flow from operations of
    $1,062 million less capital expenditures of
    $245 million plus proceeds from disposals of PP&E of
    $61 million) grew to $878 million.
    EPS grew to $2.38, an increase of 13% excluding prior year
    special items.    Grow
    the Core Portfolio
    
    Our top 15 brands, which generate nearly 70% of total sales,
    grew 8.5%.
    We launched more than 100 new products supported by a 24%
    increase in marketing.
    R&D increased nearly 20% as we increased capabilities in
    the areas of innovation and consumer insight.
    Innovation in our emerging markets drove strong growth, with a
    sales increase of 12% in our RICIP markets (Russia, India,
    China, Indonesia and Poland) and Latin America. These markets
    accounted for approximately 10% of sales and 27% of the
    Companys total sales growth in Fiscal 2007.   12




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##### Table of Contents



Smart
    Ones ®
    Reduce
    Costs to Drive Margins
    
    D&A as a percentage of gross sales was reduced by
    100 basis points, slightly ahead of our original target.
    COGS was reduced by 90 basis points as a percentage of
    sales, excluding prior year special items, and total gross
    profit exceeded target expectations.
    The Company divested or closed 16 plants around the globe, one
    more than our original goal for the year.
    As a result of productivity gains and, despite increasing
    consumer marketing by 60 basis points as a percentage of
    sales, operating income margin increased by 50 basis
    points, excluding prior year special items.      Generate
    Cash to Deliver Superior Value
    
    Increase in the Companys dividend in Fiscal 2007 by 17%,
    to a payout ratio of close to 60%.
    Decrease in average shares outstanding by 2.8%, resulting from
    net share repurchases in Fiscal 2007 of $501 million.
    Total shareholder return in Fiscal 2007 of almost 15%.
    After-tax return on invested capital (ROIC) improved
    100 basis points to 15.8%.   13




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##### Table of Contents



Results
    of Continuing Operations
    Fiscal Year EndedMay 2,


May 3,


April 27,2007


2006


2005(52 Weeks)


(53 Weeks)


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

$
3,682,102


$
3,530,346


$
3,234,229Meals and snacks


4,026,168



3,876,743



3,680,920Infant foods


929,075



863,943



855,558Other


364,285



372,406



332,749Total

$
9,001,630


$
8,643,438


$
8,103,456   Fiscal
    Years Ended May 2, 2007 and May 3, 2006
             14




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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 ® Heinz ® Heinz ® Ore-Ida® Smart
    Ones ® Bagel
    Bites® TGIF ®
  Heinz® Smart
    Ones ® Ore-Ida ®
 15




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##### Table of Contents



U.S.
    Foodservice
  Heinz ® Heinz®
    Europe
  Heinz ® Heinz ® Heinz ® Weight
    Watchers ® Pudliszki® Heinz ®
    Asia/Pacific
     16




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Rest of
    World
        Fiscal
    Years Ended May 3, 2006 and April 27,
    2005
         17




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##### Table of Contents



FISCAL
    YEAR 2006 OPERATING RESULTS BY BUSINESS SEGMENT
  North
    American Consumer Products
  Heinz ® TGI
    Fridays ® Delimex ® Classico ® Smart
    Ones ® Ore-Ida ®
    U.S.
    Foodservice
  Heinz ®
   18




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##### Table of Contents



Europe
  Heinz ® Heinz ®
    Asia/Pacific
      Rest of
    World
     19




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##### Table of Contents



Discontinued
    Operations
    John
    West ® Petit
    Navire ® Marie
    Elisabeth ® Mareblu ® Tegel ®
      Fiscal
    2006 Transformation Costs
    Reorganization
    Costs
     20




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##### Table of Contents



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
)     e-commerce
  HAK ®
    Other
    Non-recurring  American Jobs Creation
    Act
   21




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##### Table of Contents



Fiscal Years Ended May 3,  2006Income from


PerNet


Gross


Operating


Continuing


ShareSales


Profit


Income


Operations


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

$
8,643.4


$
3,093.1


$
1,113.6


$
442.8


$
1.29Separation, downsizing and
    integration






17.4



146.7



96.6



0.28Net loss on disposals &
    impairments






74.1



89.7



48.3



0.14Asset impairment charges for cost
    and equity investments














105.6



0.31American Jobs Creation Act














24.4



0.07Results from continuing operations
    excluding special items

$
8,643.4


$
3,184.6


$
1,350.0


$
717.7


$
2.10   (Note:
    Totals may not add due to rounding.)
 
  Liquidity
    and Financial Position
  Tegel ®
       22




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Tegel ® Tegel ® HAK ®
             23




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##### 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)

$
538,236


$
1,521,200


$
1,873,122


$
3,259,179


$
7,191,737Capital Lease Obligations


10,046



19,423



54,391



33,581



117,441Operating Leases


67,002



108,994



71,476



188,163



435,635Purchase Obligations


1,092,699



955,771



453,787



34,394



2,536,651Other Long Term Liabilities
    Recorded on the Balance Sheet


75,615



192,621



181,990



158,947



609,173Total

$
1,783,598


$
2,798,009


$
2,634,766


$
3,674,264


$
10,890,637    (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.   24




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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)May 2, 2007


May 3, 2006


May 2, 2007


May 3, 2006(Dollars in millions)Purpose of Hedge:Intercompany cash flows

$
1,010


$
652


$
(3.8
)

$
5.4Forecasted purchases of raw
    materials and finished goods and foreign currency denominated
    obligations


360



346



(3.2
)


(1.3
)Forecasted sales and foreign
    currency denominated assets


136



153



8.2



(4.3
)Net investments in foreign
    operations


1,964



1,855



(72.9
)


(42.2
)$
3,470


$
3,006


$
(71.7
)

$
(42.4
)      25




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##### Table of Contents



Interest Rate Sensitivity:
    May 2, 2007


May 3, 2006(Dollars in millions)Pay floating swapsnotional
    amount

$
2,588.4


$
2,615.4Net unrealized gains/(losses)

$
71.2


$
(1.4
)Weighted average maturity (years)


8.9



10.0Weighted average receive rate


6.37
%


6.37
%Weighted average pay rate


6.35
%


5.07
%     Effect of Hypothetical 10% Fluctuation in Market
    Prices:
  Fair Value Effect(Dollars inmillions)Foreign currency contracts

$
329Interest rate swap contracts

$
81     Recently
    Issued Accounting Standards
   26




---



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Discussion
    of Significant Accounting Estimates
    Marketing Costs
   27




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##### Table of Contents



Investments and Long-lived Assets, including Property, Plant
    and Equipment
  Goodwill and Indefinite Lived Intangibles
  Retirement Benefits
   28




---



##### Table of Contents



Sensitivity
    of Assumptions
    100 Basis PointIncrease


DecreasePension benefitsDiscount rate used in determining
    projected benefit obligation

$
(332.2
)

$
384.8Discount rate used in determining
    net pension expense

$
(27.7
)

$
30.8Long-term rate of return on assets
    used in determining net pension expense

$
(27.3
)

$
27.3Other benefitsDiscount rate used in determining
    projected benefit obligation

$
(21.6
)

$
21.9Discount rate used in determining
    net benefit expense

$
(2.8
)

$
3.2  29




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##### Table of Contents



Income Taxes
      Inflation
      Stock
    Market Information
   30




---



##### Table of Contents



Stock Price RangeHigh


Low2007First

$
44.15


$
39.62Second


42.65



40.33Third


47.16



41.78Fourth


48.73



44.282006First

$
37.87


$
34.87Second


37.42



34.01Third


35.97



33.42Fourth


42.79



33.48  
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk.   31




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##### Table of Contents



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


33Report of Independent Registered
    Public Accounting Firm


34Consolidated Statements of Income


36Consolidated Balance Sheets


37Consolidated Statements of
    Shareholders Equity


39Consolidated Statements of Cash
    Flows


40Notes to Consolidated Financial
    Statements


41  32




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##### Table of Contents



Report of
    Management on Internal Control over Financial
    Reporting
                       33




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
       Consolidated
    financial statements and financial statement schedule
      Internal
    control over financial reporting
  Internal Control  Integrated Framework Internal Control 
    Integrated Framework
 34




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##### Table of Contents



PricewaterhouseCoopers LLP
    35




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##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  
 Consolidated
    Statements of Income
  Fiscal Year EndedMay 2, 2007


May 3, 2006


April 27, 2005(52 Weeks)


(53 Weeks)


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

$
9,001,630


$
8,643,438


$
8,103,456Cost of products sold


5,608,730



5,550,364



5,069,926Gross profit


3,392,900



3,093,074



3,033,530Selling, general and
    administrative expenses


1,946,185



1,979,462



1,752,058Operating income


1,446,715



1,113,612



1,281,472Interest income


41,869



33,190



26,939Interest expense


333,270



316,296



232,088Asset impairment charges for cost
    and equity investments






110,994



73,842Other expense, net


30,915



26,051



14,966Income from continuing operations
    before income taxes


1,124,399



693,461



987,515Provision for income taxes


332,797



250,700



299,511Income from continuing operations


791,602



442,761



688,004(Loss)/income from discontinued
    operations, net of tax


(5,856
)


202,842



64,695Net income

$
785,746


$
645,603


$
752,699Income/(Loss) Per Common Share:DilutedContinuing operations

$
2.38


$
1.29


$
1.95Discontinued operations


(0.02
)


0.59



0.18Net Income

$
2.36


$
1.89


$
2.13Average common shares
    outstandingDiluted


332,468



342,121



353,450BasicContinuing operations

$
2.41


$
1.31


$
1.97Discontinued operations


(0.02
)


0.60



0.18Net Income

$
2.39


$
1.90


$
2.15Average common shares
    outstandingBasic


328,625



339,102



350,042Cash dividends per share

$
1.40


$
1.20


$
1.14    36




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##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  
 Consolidated
    Balance Sheets
  May 2,


May 3,2007


2006(Dollars in thousands)AssetsCurrent assets:Cash and cash equivalents

$
652,896


$
445,427Receivables (net of allowances:
    2007$14,706 and 2006  $16,988)


996,852



1,002,125Inventories:Finished goods and
    work-in-process


943,449



817,037Packing material and ingredients


254,508



256,645Total inventories


1,197,957



1,073,682Prepaid expenses


132,561



139,714Other current assets


38,736



42,987Total current assets


3,019,002



2,703,935Property, plant and equipment:Land


51,950



55,167Buildings and leasehold
    improvements


788,053



762,735Equipment, furniture and other


3,214,860



2,946,5744,054,863



3,764,476Less accumulated depreciation


2,056,710



1,863,919Total property, plant and
    equipment, net


1,998,153



1,900,557Other non-current assets:Goodwill


2,834,639



2,822,567Trademarks, net


892,749



776,857Other intangibles, net


412,484



269,564Other non-current assets


875,999



1,264,287Total other non-current assets


5,015,871



5,133,275Total assets

$
10,033,026


$
9,737,767    37




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  
 Consolidated
    Balance Sheets
  May 2,


May 3,2007


2006(Dollars in thousands)Liabilities and
    Shareholders EquityCurrent liabilities:Short-term debt

$
165,054


$
54,052Portion of long-term debt due
    within one year


303,189



917Accounts payable


1,181,078



1,035,084Salaries and wages


85,818



84,815Accrued marketing


262,217



216,267Other accrued liabilities


414,130



476,683Income taxes


93,620



150,413Total current liabilities


2,505,106



2,018,231Long-term debt and other
    liabilities:Long-term debt


4,413,641



4,357,013Deferred income taxes


463,666



518,724Non-pension postretirement benefits


253,117



207,840Minority interest


98,309



120,152Other liabilities


457,504



466,984Total long-term debt and other
    liabilities


5,686,237



5,670,713Shareholders equity:Capital stock:Third cumulative preferred, $1.70
    first series, $10 par value*


77



82Common stock,
    431,096,486 shares issued, $0.25 par value


107,774



107,774107,851



107,856Additional capital


580,606



502,235Retained earnings


5,778,617



5,454,1086,467,074



6,064,199Less:Treasury shares, at cost
    (109,317,154 shares at May 2, 2007 and
    100,339,405 shares at May 3, 2006)


4,406,126



3,852,220Unearned compensation






32,773Accumulated other comprehensive
    loss


219,265



130,383Total shareholders equity


1,841,683



2,048,823Total liabilities and
    shareholders equity

$
10,033,026


$
9,737,767   *
    
    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 May 2, 2007, there were
    authorized, but unissued, 2,200,000 shares of third
    cumulative preferred stock for which the series had not been
    designated.   38




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  
 Consolidated
    Statements of Shareholders Equity
  May 2, 2007


May 3, 2006


April 27, 2005Shares


Dollars


Shares


Dollars


Shares


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


8


$
82



9


$
83



10


$
94Conversion of preferred into common
    stock






(5
)


(1
)


(1
)


(1
)


(11
)Balance at end of year


8



77



8



82



9



83Authorized shares- May 2, 2007


8COMMON 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- May 2, 2007


600,000ADDITIONAL CAPITALBalance at beginning of year






502,235







430,073







403,043Conversion of preferred into common
    stock






(191
)






(32
)






(350
)Stock options exercised, net of
    shares tendered for payment






79,735







46,861







27,030
Stock option expense






11,987















Restricted stock unit activity






16,000







21,958







(7,051
)Transfer of unearned compensation
    balance per SFAS No. 123R






(32,773
)














Other, net*






3,613







3,375







7,401Balance at end of year






580,606







502,235







430,073RETAINED EARNINGSBalance at beginning of year






5,454,108







5,210,748







4,856,918Net income






785,746







645,603







752,699Cash dividends:Preferred (per share $1.70 per
    share in 2007, 2006 and 2005)






(13
)






(14
)






(15
)Common (per share $1.40, $1.20, and
    $1.14 in 2007, 2006, and 2005 respectively)






(461,224
)






(408,137
)






(398,854
)Other, net*














5,908







Balance at end of year






5,778,617







5,454,108







5,210,748TREASURY STOCKBalance at beginning of year


(100,339
)


(3,852,220
)


(83,419
)


(3,140,586
)


(79,139
)


(2,927,839
)Shares reacquired


(16,651
)


(760,686
)


(21,925
)


(823,370
)


(7,825
)


(291,348
)Conversion of preferred into common
    stock


7



195



1



33



16



361Stock options exercised, net of
    shares tendered for payment


7,265



195,117



4,575



101,945



2,845



62,669Restricted stock unit activity


96



2,438



58



1,303



251



5,724Other, net*


305



9,030



371



8,455



433



9,847Balance at end of year


(109,317
)


(4,406,126
)


(100,339
)


(3,852,220
)


(83,419
)


(3,140,586
)UNEARNED COMPENSATIONBalance at beginning of year






(32,773
)






(31,141
)






(32,275
)Restricted stock unit activity














(2,195
)






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






32,773















Other, net*














563







(989
)Balance at end of year














(32,773
)






(31,141
)OTHER COMPREHENSIVE
    INCOME/(LOSS)Balance at beginning of year






(130,383
)






25,622







(513,526
)Minimum pension liability (net of
    $4,167 tax expense, $3,306 tax benefit, and $116,117 tax expense
    in 2007, 2006 and 2005 respectively)






8,041







(8,583
)






273,934Unrealized translation adjustments
    (net of $29,635 tax benefit, $11,912 tax benefit, and $32,768
    tax expense in 2007, 2006 and 2005 respectively)






293,673







(147,746
)






263,585Net change in fair value of cash
    flow hedges (net of $4,423 tax expense in 2007)






(3,401
)






8,236







23,754Net hedging losses/(gains)
    reclassified into earnings (net of $6,163 tax benefit, $5,915
    tax expense, and $14,556 tax expense in 2007, 2006 and 2005
    respectively)






11,239







(7,912
)






(22,125
)Net other comprehensive income
    adjustments






309,552







(156,005
)






539,148Initial adoption of SFAS
    No. 158, net of $182,530 tax benefit






(398,434
)














Balance at end of year






(219,265
)






(130,383
)






25,622TOTAL SHAREHOLDERS
    EQUITY





$
1,841,683






$
2,048,823






$
2,602,573COMPREHENSIVE INCOMENet income





$
785,746






$
645,603






$
752,699Net other comprehensive income
    adjustments






309,552







(156,005
)






539,148TOTAL COMPREHENSIVE
    INCOME





$
1,095,298






$
489,598






$
1,291,847   *
    
    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 $248,138, minimum pension liability of $(72,183),
    deferred net gains on derivative financial instruments $3,214,
    and initial adoption of SFAS No. 158 $(398,434).   39




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##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  
 Consolidated
    Statements of Cash Flows
  Fiscal Year EndedMay 2,


May 3,


April 27,2007


2006


2005(52 Weeks)


(53 Weeks)


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

$
785,746


$
645,603


$
752,699Adjustments to reconcile net
    income to cash provided by operating activities:Depreciation


233,374



227,454



227,187Amortization


32,823



36,384



25,265Deferred tax provision/(benefit)


52,244



(57,693
)


53,857(Gains)/losses on disposals and
    impairment charges


(1,391
)


48,023



100,818Other items, net


11,066



39,066



43,989Changes in current assets and
    liabilities, excluding effects of acquisitions and divestitures:Receivables


10,987



115,583



45,851Inventories


(82,534
)


(47,401
)


(25,315
)Prepaid expenses and other current
    assets


14,208



13,555



2,633Accounts payable


56,524



56,545



8,140Accrued liabilities


(4,489
)


57,353



25,077Income taxes


(46,270
)


(59,511
)


(99,408
)Cash provided by operating
    activities


1,062,288



1,074,961



1,160,793Investing activities:Capital expenditures


(244,562
)


(230,577
)


(240,671
)Proceeds from disposals of
    property, plant and equipment


60,661



19,373



22,252Acquisitions, net of cash acquired


(88,996
)


(1,100,436
)


(126,549
)Net (payments)/proceeds related to
    divestitures


(4,144
)


856,729



51,150Purchases of short-term investments










(293,475
)Sales of short-term investments










333,475Other items, net


(49,203
)


3,094



(10,236
)Cash used for investing activities


(326,244
)


(451,817
)


(264,054
)Financing activities:Payments on long-term debt


(52,069
)


(727,772
)


(480,471
)Proceeds from long-term debt






230,790



Net proceeds from commercial paper
    and short-term debt


384,055



298,525



26,468Dividends


(461,237
)


(408,151
)


(398,869
)Purchase of treasury stock


(760,686
)


(823,370
)


(291,348
)Exercise of stock options


259,816



142,046



79,383Other items, net


9,212



18,507



13,952Cash used for financing activities


(620,909
)


(1,269,425
)


(1,050,885
)Cash provided by operating
    activities of discontinued operations spun-off to Del Monte


33,511



13,312



28,196Effect of exchange rate changes on
    cash and cash equivalents


58,823



(5,353
)


69,660Net increase/(decrease) in cash
    and cash equivalents


207,469



(638,322
)


(56,290
)Cash and cash equivalents at
    beginning of year


445,427



1,083,749



1,140,039Cash and cash equivalents at end
    of year

$
652,896


$
445,427


$
1,083,749    40




---



##### 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:
   41




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##### 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:
   42




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Income
    Taxes:
      Stock-Based
    Employee Compensation Plans:
  Accounting for Stock Issued to
    Employees Accounting for Stock-Based Compensation
    (
  Share-Based Payment
 43




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Fiscal Year EndedMay 3,


April 27,2006


2005(53 Weeks)


(52 Weeks)(In thousands,except per share amounts)Income from continuing operations:As reported

$
442,761


$
688,004Fair value-based expense, net of
    tax


12,333



17,846Pro forma

$
430,428


$
670,158Income per common share from
    continuing operations:DilutedAs reported

$
1.29


$
1.95Pro forma

$
1.26


$
1.90BasicAs reported

$
1.31


$
1.97Pro forma

$
1.27


$
1.91   Financial
    Instruments:
      2.
    Recently
    Issued Accounting Standards   44




---



##### Table of Contents



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





After Applicationof SFAS No. 158


Adjustments


of SFAS No. 158(Dollars in thousands)Total other non-current assets

$
5,521,506


$
(505,635
)

$
5,015,871Total assets

$
10,538,661


$
(505,635
)

$
10,033,026Total current liabilities

$
2,494,871


$
10,235


$
2,505,106Deferred income taxes

$
646,196


$
(182,530
)

$
463,666Other liabilities

$
392,410


$
65,094


$
457,504Total long-term debt and other
    liabilities

$
5,803,673


$
(117,436
)

$
5,686,237Accumulated other comprehensive
    income/(loss)

$
179,169


$
(398,434
)

$
(219,265
)Total shareholders equity

$
2,240,117


$
(398,434
)

$
1,841,683Total liabilities and
    shareholders equity

$
10,538,661


$
(505,635
)

$
10,033,026     3.
    Discontinued
    Operations    John
    West ® Petit
    Navire ® Marie
    Elisabeth ® Mareblu ® Tegel ®
   45




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      4.
    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

$
(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
)  46




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    e-commerce
  HAK ®
    Other
    Non-recurringAmerican Jobs Creation Act:
    5.
    Acquisitions      
    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 &
    Perrin®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 47




---



##### Table of Contents



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











RestConsumer


U.S.





Asia/


ofProducts


Foodservice


Europe


Pacific


World


Total(Thousands of dollars)Balance at May 3, 2006

$
1,067,727


$
278,039


$
1,265,469


$
195,206


$
16,126


$
2,822,567Acquisitions


35,694







1,209



414







37,317Purchase accounting adjustments


(21,706
)


(15,216
)


(103,144
)






633



(139,433
)Disposals










(229
)


(2,234
)






(2,463
)Translation adjustments


(42
)






96,209



21,578



(1,094
)


116,651Balance at May 2, 2007

$
1,081,673


$
262,823


$
1,259,514


$
214,964


$
15,665


$
2,834,639    48




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      May 2, 2007


May 3, 2006Gross


Accum Amort


Net


Gross


Accum Amort


Net(Thousands of dollars)Trademarks

$
196,703


$
(63,110
)

$
133,593


$
197,957


$
(61,279
)

$
136,678Licenses


208,186



(135,349
)


72,837



208,186



(129,630
)


78,556Recipes/processes


64,315



(15,779
)


48,536



95,456



(14,079
)


81,377Customer related assets


152,668



(19,183
)


133,485



105,510



(11,507
)


94,003Other


70,386



(56,344
)


14,042



70,832



(55,204
)


15,628$
692,258


$
(289,765
)

$
402,493


$
677,941


$
(271,699
)

$
406,242      49




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  7.
    Income
    Taxes    2007


2006


2005(Dollars in thousands)Current:U.S. federal

$
89,020


$
71,533


$
68,905State


9,878



14,944



9,128Foreign


181,655



225,498



169,629280,553



311,975



247,662Deferred:U.S. federal


104,113



(54,957
)


45,020State


5,444



3,015



3,144Foreign


(57,313
)


(9,333
)


3,68552,244



(61,275
)


51,849Provision for income taxes

$
332,797


$
250,700


$
299,511       2007


2006


2005(Dollars in thousands)Domestic

$
293,580


$
87,409


$
385,926Foreign


830,819



606,052



601,589From continuing operations

$
1,124,399


$
693,461


$
987,515     2007


2006


2005U.S. federal statutory tax rate


35.0
%


35.0
%


35.0
%Tax on income of foreign
    subsidiaries


(5.4
)


(3.6
)


(5.3
)State income taxes (net of federal
    benefit)


1.0



1.8



0.9Earnings repatriation


9.6



4.3



(0.5
)Reduction of tax reserves for
    statute of limitations expiration


(5.9
)






Effects of revaluation of tax
    basis of foreign assets


(4.6
)


(2.3
)


(2.6
)Other


(0.1
)


1.0



2.8Effective tax rate


29.6
%


36.2
%


30.3
%    50




---



##### Table of Contents



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


2006(Dollars in thousands)Depreciation/amortization

$
634,192


$
582,543Benefit plans


43,632



155,052Other


39,377



47,314Deferred tax
    liabilities


717,201



784,909Operating loss carryforwards


(41,210
)


(70,192
)Benefit plans


(198,011
)


(140,810
)Depreciation/amortization


(53,722
)


(821
)Tax credit carryforwards


(851
)


(54,897
)Other


(72,593
)


(92,471
)Deferred tax assets


(366,387
)


(359,191
)Valuation allowance


44,935



30,950Net deferred tax
    liabilities

$
395,749


$
456,668          51




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
            8.
    Debt     52




---



##### Table of Contents



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


2006(Dollars in thousands)Commercial Paper (variable rate)

$
673,604


$
408,0706.00% U.S. Dollar Notes due March
    2008


299,824



299,6196.226% Heinz Finance Preferred
    Stock due July 2008


325,000



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


749,563



749,4576.00% U.S. Dollar Notes due March
    2012


632,201



631,732U.S. Dollar Remarketable
    Securities due November 2020


800,000



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


229,842



232,6566.25% British Pound Notes due
    February 2030


247,089



228,8486.75% U.S. Dollar Notes due March
    2032


449,779



472,923Canadian Dollar Credit Agreement
    due October 2010


157,842



180,636Other U.S. Dollar due June
    2011November 2034 (3.007.98%)


59,216



9,713Other
    Non-U.S.
    Dollar due March 2022 (weighted average rate of 11.00%)


21,675



20,7054,645,635



4,359,359SFAS No. 133 Hedge
    Accounting Adjustments (See Note 13)


71,195



(1,429
)Less portion due within one year


(303,189
)


(917
)Total long-term debt

$
4,413,641


$
4,357,013Weighted-average interest rate on
    long-term debt, including the impact of applicable interest rate
    swaps


6.14
%


5.25
%            53




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    9.
    Supplemental
    Cash Flows Information  2007


2006


2005(Dollars in thousands)Cash Paid During the Year For:Interest

$
268,781


$
292,285


$
226,928Income taxes

$
283,431


$
326,370


$
381,443Details of Acquisitions:Fair value of assets

$
108,438


$
1,296,379


$
187,108Liabilities*


19,442



192,486



48,179Cash paid


88,996



1,103,893



138,929Less cash acquired






3,457



12,380Net cash paid for acquisitions

$
88,996


$
1,100,436


$
126,549     *
    
    Includes obligations to sellers of $2.0 million,
    $5.7 million and $5.5 million in 2007, 2006 and 2005,
    respectively.    10.
    Employees
    Stock Incentive Plans and Management Incentive Plans      Stock
    Options:
   54




---



##### Table of Contents



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


18,869Number of stock option shares
    issued


(2,008
)Number of stock option shares
    forfeited and returned to the plan


113Number of restricted stock units
    and restricted stock issued


(2,905
)Shares available for grant as
    stock options


14,069  55




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Fiscal Year EndedMay 2,


May 3,


April 27,2007


2006


2005Dividend yield


3.3
%


3.2
%


3.0
%Expected Volatility


17.9
%


22.0
%


25.4
%Expected term (years)


5.0



5.0



7.9Risk-free interest rate


4.7
%


4.0
%


4.4
%       WeightedAverageNumber of


Exercise Price


AggregateOptions


(per share)


Intrinsic Value(Amounts in thousands, except per share data)Options outstanding at
    April 28, 2004


37,485


$
37.49


$
1,405,163Options granted


1,587



37.04



58,779Options exercised


(2,845
)


27.77



(79,008
)Options forfeited and returned to
    the plan


(763
)


36.54



(27,863
)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 vested and exercisable at
    April 27, 2005


24,161


$
38.56


$
931,625Options 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


$
871,095  56




---



##### 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-$35.61


8,470



5.0


$
33.30



7,418



4.9


$
33.20$35.62-$44.77


10,511



4.1



40.53



8,075



3.6



41.03$44.78-$54.00


5,816



1.1



50.47



5,816



1.1



50.4724,797



3.7


$
40.39



21,309



3.3


$
40.88       WeightedAverageGrant DateNumber of


Fair ValueOptions


(per share)(Amounts in thousands, except per share data)Unvested options at May 3,
    2006


5,970


$
7.72Options granted


895



6.69Options vested


(3,362
)


8.21Options forfeited and returned to
    the plan


(15
)


7.14Unvested options at May 2,
    2007


3,488



6.98     Restricted
    Stock Units and Restricted Shares:
     57




---



##### Table of Contents



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


9,440Number of shares reserved for
    issuance


(3,357
)Number of shares forfeited and
    returned to the plan


453Shares available for grant


6,536     Weighted AverageGrant DateFair ValueNumber of Units


(Per Share)(Amounts in thousands,except per share data)Unvested units and stock at
    May 3, 2006


1,813


$
35.48Units and stock granted


364



41.88Units and stock vested


(131
)


36.12Units and stock forfeited and
    returned to the plan


(21
)


37.13Unvested units and stock at
    May 2, 2007


2,025



36.57       Global
    Stock Purchase Plan:
   58




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Annual
    Incentive Bonus:
    Long-Term
    Performance Program:
  2-year 2007-2008 2-year
    Performance
    Unit Awards Program:
    11.
    Retirement
    Plans     59




---



##### Table of Contents



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


2006(Dollars in thousands)Change in Benefit Obligation:Benefit obligation at the beginning
    of the year

$
2,601,229


$
2,342,701Service cost


42,886



42,081Interest cost


135,984



124,064Participants contributions


10,347



11,078Amendments


4,046



(10,434
)Actuarial loss


21,301



139,007Acquisitions






110,949Divestitures


(459
)


(33,932
)Curtailment






(22,863
)Settlement


(10,664
)


(16,628
)Special termination benefits


3,188



22,025Benefits paid


(143,298
)


(115,464
)Exchange/other


130,162



8,645Benefit obligation at the end of
    the year


2,794,722



2,601,229Change in Plan Assets:Fair value of plan assets at the
    beginning of the year

$
2,621,220


$
2,213,143Actual return on plan assets


207,470



427,859Acquisitions






65,187Divestitures


(172
)


(33,732
)Settlement


(10,664
)


(16,628
)Employer contribution


62,505



64,649Participants contributions


10,347



11,078Benefits paid


(143,298
)


(115,464
)Exchange


141,372



5,128Fair value of plan assets at the
    end of the year


2,888,780



2,621,220Funded status


94,058



19,991Unamortized prior service cost






3,981Unamortized net actuarial loss






645,766Unamortized net initial asset






Net amount recognized

$
94,058


$
669,738Amount recognized in the
    consolidated balance sheet consists of:Prepaid benefit cost

$



$
733,453Accrued benefit liability






(185,821
)Accumulated other comprehensive loss






122,106Noncurrent assets


284,619



Current liabilities


(8,545
)


Noncurrent liabilities


(182,016
)


Net amount recognized

$
94,058


$
669,738Amounts recognized in accumulated
    other comprehensive loss consist of:Net actuarial loss

$
633,461


$
Prior service cost


11,746



Net amount recognized

$
645,207


$
 60




---



##### Table of Contents



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


2006(Dollars in thousands)Amounts in accumulated other
    comprehensive loss expected to be recognized as components of
    net periodic pension costs in Fiscal 2008 are as follows:Net actuarial loss

$
42,921


$
Negative prior service cost


(1,093
)


Net amount recognized

$
41,828


$
       2007


2006Discount rate


5.5
%


5.3
%Compensation increase rate


5.0
%


4.0
%     2007


2006


2005(Dollars in thousands)Components of defined benefit net
    periodic benefit cost:Service cost

$
42,886


$
42,081


$
46,102Interest cost


135,984



124,064



122,981Expected return on assets


(198,470
)


(168,990
)


(168,371
)Amortization of:Net initial asset






(21
)


(862
)Prior service cost


(3,465
)


2,207



9,251Net actuarial loss


52,302



58,869



56,506Loss due to curtailment,
    settlement and special termination benefits


2,335



18,846



Net periodic benefit cost


31,572



77,056



65,607Defined contribution plans


34,940



28,139



25,118Total pension cost


66,512



105,195



90,725Less pension cost associated with
    discontinued operations






375



366Pension cost associated with
    continuing operations

$
66,512


$
104,820


$
90,359  61




---



##### Table of Contents



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


2006


2005Expected rate of return


8.2
%


8.2
%


8.2
%Discount rate


5.3
%


5.5
%


5.8
%Compensation increase rate


4.0
%


4.0
%


3.9
%     Plan
    Assets:
    Plan Assets at


TargetAsset Category

2007


2006


AllocationEquity securities


68
%


68
%


64
%Debt securities


29
%


29
%


34
%Real estate


1
%


1
%


1
%Other


2
%


2
%


1
%100
%


100
%


100
%     Cash
    Flows:
   62




---



##### Table of Contents



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

$
146,7372009

$
153,9642010

$
155,4762011

$
158,9382012

$
162,722Years
    2013-2017

$
951,264   12.
    Postretirement
    Benefits Other Than Pensions and Other Post Employment
    Benefits     63




---



##### Table of Contents



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


2006(Dollars in thousands)Change in benefit obligation:Benefit obligation at the
    beginning of the year

$
273,434


$
290,787Service cost


6,253



6,242Interest cost


15,893



15,631Participants contributions


913



1,188Amendments






(15,188
)Actuarial gain


(2,262
)


(11,703
)Loss due to curtailment and
    special termination benefits






2,037Benefits paid


(21,180
)


(20,778
)Exchange/other


110



5,218Benefit obligation at the end of
    the year


273,161



273,434Funded status


(273,161
)


(273,434
)Unamortized prior service cost






(20,118
)Unamortized net actuarial loss






67,314Net accrued benefit liability

$
(273,161
)

$
(226,238
)Amount recognized in the
    consolidated balance sheet consists of:Current liabilities

$
(20,090
)

$
Noncurrent liabilities


(253,071
)


Net amount recognized

$
(273,161
)

$
Amounts recognized in accumulated
    other comprehensive loss consist of:Net actuarial loss

$
59,702


$
Prior service cost


(14,019
)


Net amount recognized

$
45,683


$
Amounts in accumulated other
    comprehensive loss expected to be recognized as components of
    net periodic pension costs in Fiscal 2008 are as follows:Net actuarial loss

$
4,549


$
Negative prior service cost


(4,766
)


Net amount recognized

$
(217
)

$
    64




---



##### Table of Contents



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


2006


2005(Dollars in thousands)Components of defined benefit net
    periodic benefit cost:Service cost

$
6,253


$
6,242


$
5,769Interest cost


15,893



15,631



16,057Amortization of:Prior service cost


(6,098
)


(2,830
)


(3,026
)Net actuarial loss


5,465



6,925



5,634Loss due to curtailment and
    special termination benefits






1,846



Net periodic benefit cost


21,513



27,814



24,434Periodic benefit cost associated
    with continuing operations

$
21,513


$
27,814


$
24,434       1% Increase


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

$
1,588


$
(1,404
)Effect on postretirement benefit
    obligation

$
17,703


$
(15,931
)   Cash
    Flows:
      2008

$
22,1662009

$
23,2092010

$
24,2192011

$
25,0442012

$
25,499Years
    2013-2017

$
128,703    65




---



##### 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:
    Hedge
    Ineffectiveness:
   66




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Deferred
    Hedging Gains and Losses:
    Other
    Activities:
    Concentration
    of Credit Risk:
   67




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  14.
    Income
    Per Common Share    Fiscal Year EndedMay 2,


May 3,


April 27,2007


2006


2005(52 Weeks)


(53 Weeks)


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

$
791,602


$
442,761


$
688,004Preferred dividends


13



14



15Income from continuing operations
    applicable to common stock

$
791,589


$
442,747


$
687,989Average common shares
    outstandingbasic


328,625



339,102



350,042Effect of dilutive securities:Convertible preferred stock


123



125



137Stock options, restricted stock
    and the global stock purchase plan


3,720



2,894



3,271Average common shares
    outstandingdiluted


332,468



342,121



353,450       15.
    Segment
    Information      
    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.
    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. 68




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
   
    EuropeThis segment includes the
    Companys operations in Europe and sells products in all of
    the Companys categories.
    Asia/PacificThis segment includes the
    Companys operations in New Zealand, Australia, Japan,
    China, South Korea, Indonesia, and Singapore. This
    segments operations include products in all of the
    Companys categories.
    Rest of WorldThis segment includes the
    Companys operations in Africa, India, Latin America,
    the Middle East and other areas that sell products in all of the
    Companys categories.      Fiscal Year EndedMay 2,


May 3,


April 27,


May 2,


May 3,


April 27,2007


2006


2005


2007


2006


2005(52 Weeks)


(53 Weeks)


(52 Weeks)


(52 Weeks)


(53 Weeks)


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


Intersegment SalesNorth American Consumer Products

$
2,739,527


$
2,554,118


$
2,256,862


$
51,204


$
51,489


$
51,742U.S. Foodservice


1,556,339



1,569,833



1,503,818



23,513



23,285



22,550Europe


3,076,770



2,987,737



2,908,618



21,308



12,455



17,328Asia/Pacific


1,201,928



1,116,864



1,037,514



4,225



2,304



3,420Rest of World


427,066



414,886



396,644



1,569



1,843



1,571Non-Operating(a)














(101,819
)


(91,376
)


(96,611
)Consolidated Totals

$
9,001,630


$
8,643,438


$
8,103,456


$



$



$
   Operating Income (Loss) Excluding(b)Operating Income (Loss)


Special ItemsNorth American Consumer Products

$
625,675


$
583,367


$
530,444


$
625,675


$
589,958


$
530,444U.S. Foodservice


216,115



177,292



224,784



216,115



212,053



224,784Europe


566,362



414,178



499,951



566,362



526,372



526,927Asia/Pacific


135,782



85,211



113,119



135,782



112,440



113,119Rest of World


53,879



17,854



34,739



53,879



45,732



34,739Non-Operating(a)


(151,098
)


(164,290
)


(121,565
)


(151,098
)


(136,564
)


(121,565
)Consolidated Totals

$
1,446,715


$
1,113,612


$
1,281,472


$
1,446,715


$
1,349,991


$
1,308,448   69




---



##### Table of Contents



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


Capital Expenditures(c)Total North America

$
112,031


$
103,492


$
96,649


$
97,954


$
82,726


$
95,194Europe


108,479



98,106



95,970



99,939



102,275



98,729Asia/Pacific


27,676



27,021



26,186



35,450



34,206



28,961Rest of World


6,724



7,036



7,664



9,039



8,412



8,997Non-Operating(a)


11,287



11,778



9,102



2,180



2,958



8,790Consolidated Totals

$
266,197


$
247,433


$
235,571


$
244,562


$
230,577


$
240,671 Identifiable AssetsTotal North America

$
3,752,033


$
3,530,639


$
3,606,034Europe


4,166,174



4,285,233



4,437,891Asia/Pacific


1,129,767



1,138,566



1,364,882Rest of World


273,643



278,113



280,952Non-Operating(d)


711,409



505,216



887,959Consolidated Totals

$
10,033,026


$
9,737,767


$
10,577,718   (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;
    U.S. Foodservice, $34.8 million; Europe,
    $112.2 million; Asia/Pacific, $27.2 million; Rest of
    World, $27.9 million; and Non-Operating $27.7 million.Fiscal year ended April 27, 2005: Excludes
    the $27.0 million non-cash asset impairment charge on the
    HAK®
    vegetable product line in Northern Europe.(c)
    
    Excludes property, plant and equipment obtained through
    acquisitions.(d)
    
    Includes identifiable assets not directly attributable to
    operating segments.      Fiscal Year EndedMay 2,


May 3,


April 27,2007


2006


2005(52 Weeks)


(53 Weeks)


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

$
3,682,102


$
3,530,346


$
3,234,229Meals and snacks


4,026,168



3,876,743



3,680,920Infant foods


929,075



863,943



855,558Other


364,285



372,406



332,749Total

$
9,001,630


$
8,643,438


$
8,103,456  70




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Fiscal Year EndedNet External Sales


Long-Lived AssetsMay 2,


May 3,


April 27,2007


2006


2005


May 2,


May 3,


April 27,(52 Weeks)


(53 Weeks)


(52 Weeks)


2007


2006


2005(Dollars in thousands)United States

$
3,809,786


$
3,693,262


$
3,379,961


$
2,377,900


$
2,359,630


$
2,110,987United Kingdom


1,643,268



1,636,089



1,600,978



1,588,218



1,442,562



751,496Other


3,548,576



3,314,087



3,122,517



2,171,907



1,967,353



2,263,181Total

$
9,001,630


$
8,643,438


$
8,103,456


$
6,138,025


$
5,769,545


$
5,125,664   16.
    Quarterly
    Results  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   2006First


Second


Third


Fourth


Total(13 Weeks)


(13 Weeks)


(13 Weeks)


(14 Weeks)


(53 Weeks)(Unaudited)(Dollars in thousands, except per share amounts)Sales(1)

$
1,900,278


$
2,156,984


$
2,186,524


$
2,399,652


$
8,643,438Gross profit(1)


702,562



803,772



780,717



806,023



3,093,074Income from continuing
    operations(1)


140,173



168,331



133,178



1,079



442,761Net income


157,274



203,821



116,600



167,908



645,603Per Share Amounts:Income from continuing
    operations diluted( 1)

$
0.40


$
0.49


$
0.39


$
0.00


$
1.29Income from continuing
    operations basic(1)


0.41



0.50



0.40



0.00



1.31Cash dividends


0.30



0.30



0.30



0.30



1.20   (1)
    
    Amounts exclude the operating results related to the
    Companys European seafood business and
    Tegel®
    poultry business in New Zealand, which were divested during
    Fiscal 2006 and which were presented as discontinued operations
    beginning in the third quarter of Fiscal 2006. 71




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##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
     17.
    Commitments
    and Contingencies  Legal
    Matters:
    Lease
    Commitments:
      18.
    Advertising
    Costs    19.
    Subsequent
    Event   72




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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.   73




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##### Table of Contents



PART III
 
  Item 10.
    Directors,
    Executive Officers and Corporate Governance.   
  Executive
    Officers of the Registrant
    Positions and Offices Held with the Company andAge (as of

Principal Occupations orName

August 15, 2007)

Employment During Past Five YearsWilliam R. Johnson


58


Chairman, President, and Chief
    Executive Officer since September 2000.Jeffrey P. Berger


57


Executive Vice President and
    Chairman of Global Foodservice since May 2007; Executive Vice
    PresidentGlobal Foodservice and President and Chief
    Executive Officer-Heinz North America Foodservice from May 2006
    to May 2007; President Foodservice from January 2003 to May
    2005; President Heinz US Foodservice from 1994 to January
    2003.Theodore N. Bobby


56


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


50


Senior Vice PresidentFinance
    and Corporate Controller since August 2004; Vice President
    Finance from June 2001 to August 2004. 74




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##### Table of Contents



Positions and Offices Held with the Company andAge (as of

Principal Occupations orName

August 15, 2007)

Employment During Past Five YearsMichael D. Milone


51


Senior Vice President-Heinz
    Australia, New Zealand and Rest of World 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; Vice
    PresidentGlobal Category Development from May 1998 to June
    2002.David C. Moran


49


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; President Heinz Retail
    Sales Company from October 1999 to January 2003.C. Scott OHara


46


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


57


Senior Vice PresidentChief
    Administrative Officer and Corporate and Government Affairs
    since December 2002; Senior Vice PresidentCorporate and
    Government Affairs from May 1998 to December 2002.Chris Warmoth


48


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


50


Executive Vice President and Chief
    Financial Officer since January 2002.  
  Item 11.
    Executive
    Compensation.   75




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##### Table of Contents



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


27,100,450


$
40.04



14,081,528Equity Compensation plans not
    approved by stockholders(1)(2)


68,238



N/A
(3)


N/A
(1)(4)Total


27,168,688


$
40.04



14,081,528   (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. 76




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##### Table of Contents



(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.   77




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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
    May 2, 2007 and May 3, 2006Consolidated Statements of Income
    for the fiscal years ended May 2, 2007, May 3, 2006 and April
    27, 2005Consolidated Statements of
    Shareholders Equity for the fiscal years ended May 2,
    2007, May 3, 2006 and April 27, 2005Consolidated Statements of Cash
    Flows for the fiscal years ended May 2, 2007, May 3, 2006 and
    April 27, 2005Notes to Consolidated Financial
    StatementsReport of Independent Registered
    Public Accounting Firm of PricewaterhouseCoopers LLP dated June
    21, 2007, on the Companys consolidated financial
    statements and financial statement schedule filed as a part
    hereof for the fiscal years ended May 2, 2007, May 3, 2006 and
    April 27, 2005(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 May 2, 2007, May 3, 2006 and April 27, 2005All 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)

The Companys Articles of
    Amendment dated May 2, 2007, amending the Companys amended
    and restated Articles of Incorporation.3(ii)

The Companys By-Laws, as
    amended effective June 12, 2002 are incorporated herein by
    reference to Exhibit 3 to the Companys Quarterly Report on
    Form 10-Q for the three months ended July 31, 2002.4.

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. 78




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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. 79




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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)

Jeffrey P. Berger Restricted Stock
    Unit Award and Agreement dated November 9, 2004 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 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.(xxvi)

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. 80




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##### Table of Contents



(xxvii)

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.(xxviii)

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.(xxix)

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.(xxx)

Amended and Restated H.J. Heinz
    Company Global Stock Purchase Plan is incorporated herein by
    reference to Exhibit 10(a) of the Companys Annual Report
    on Form 10-K for the fiscal year ended May 3, 2006.(xxxi)

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.(xxxii)

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.(xxxiii)

Form of Fiscal Year 2008
    Restricted Stock Unit Award and Agreement.(xxxiv)

Amended and Restated Fiscal Year
    2003 Stock Incentive Plan.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.    81




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##### 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
    Chief Financial Officer
    (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




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##### Table of Contents



Schedule II
  H. J.
    Heinz Company and Subsidiaries
    VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
    Fiscal Years Ended May 2, 2007, May 3, 2006 and
    April 27, 2005
    (Thousands of Dollars)
  AdditionsBalance at


Charged to


Charged





Balance atbeginning


costs and


to other





end ofDescription

of period


expenses


accounts


Deductions


periodFiscal 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


$
16,988Fiscal year ended April 27,
    2005:Reserves deducted in the balance
    sheet from the assets to which they apply:Receivables

$
21,313


$
9,267


$
2,390


$
11,126


$
21,844




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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)

The Companys Articles of
    Amendment dated May 2, 2007, amending the Companys amended
    and restated Articles of Incorporation.3(ii)

The Companys By-Laws, as
    amended effective June 12, 2002 are incorporated herein by
    reference to Exhibit 3 to the Companys Quarterly Report on
    Form 10-Q for the three months ended July 31, 2002.4.

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.




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##### 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.




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##### 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)

Jeffrey P. Berger Restricted Stock
    Unit Award and Agreement dated November 9, 2004 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 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.(xxvi)

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.(xxvii)

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.(xxviii)

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.(xxix)

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.(xxx)

Amended and Restated H.J. Heinz
    Company Global Stock Purchase Plan is incorporated herein by
    reference to Exhibit 10(a) of the Companys Annual Report
    on Form 10-K for the fiscal year ended May 3, 2006.(xxxi)

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.(xxxii)

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.(xxxiii)

Form of Fiscal Year 2008
    Restricted Stock Unit Award and Agreement.(xxxiv)

Amended and Restated Fiscal Year
    2003 Stock Incentive Plan.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.