##### Table of Contents





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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    
    EXCHANGE ACT OF 1934For the fiscal year ended April 29, 2009oro

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

25-0542520(State of
    Incorporation)

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

15222Pittsburgh, Pennsylvania

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

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

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

The New York Stock Exchange   SECURITIES
    REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
  None.
  þ o
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated
    filer þ

Accelerated
    filer o

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

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




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[This Page Intentionally
    Left Blank]
  2




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##### Table of Contents



PART I
  Item 1.
    Business.          FactoriesOwned


Leased


Major Owned and Licensed TrademarksNorth America


22



3


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


23






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!, Wyko, BenedictaAsia/Pacific


20



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*, Cottees*, Roses*, Complan, Glucon D,
    Nycil, Golden Circle, La Bonne Cuisine, Original Juice Co.,
    The Good Taste CompanyRest of World


6



3


Heinz, Wellingtons, Today, Mamas, John West,
    Farleys, Dieterba, HP, Lea & Perrins, Classico,
    Banquete71



8


* Used under license  3




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Form 10-K, Form 10-Q, Form 8-K, www.heinz.com
 4




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1-800-SEC-0330. www.sec.gov.
  Executive
    Officers of the Registrant
    Positions and Offices Held with the Company andAge (as of


Principal Occupations orName

August 12, 2009)


Employment During Past Five YearsWilliam R. Johnson


60


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


58


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


52


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


52


Senior Vice PresidentHeinz Rest of World, Enterprise Risk
    Management and Global Infant/Nutrition since June 2008; Senior
    Vice PresidentHeinz Pacific, Rest of World and Enterprise
    Risk Management from May 2006 to June 2008; 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.David C. Moran*


51


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. 5




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Positions and Offices Held with the Company andAge (as of


Principal Occupations orName

August 12, 2009)


Employment During Past Five YearsC. Scott OHara*


48


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.Christopher J. Warmoth


50


Executive Vice PresidentHeinz Asia Pacific since June
    2008; Senior Vice PresidentHeinz Asia from May 2006 to
    June 2008; Deputy President Heinz Europe from December 2003 to
    April 2006.Arthur B. Winkleblack


52


Executive Vice President and Chief Financial Officer since
    January 2002.   *
    Effective July 15, 2009, David Moran will assume the
    position of Executive Vice President and President and Chief
    Executive Officer of Heinz Europe, and Scott OHara will
    assume the position of Executive Vice President and President
    and Chief Executive Officer of Heinz North America.  Item 1A.
    Risk
    Factors    Competitive
    product and pricing pressures in the food industry and the
    financial condition of customers and suppliers could adversely
    affect the Companys ability to gain or maintain market
    share and/or profitability.
  and/or
 6




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The
    Companys performance may be adversely affected by economic
    and political conditions in the U.S. and in various other
    nations where it does business.
    Increases
    in the cost and restrictions on the availability of raw
    materials could adversely affect our financial
    results.
    Disruption
    of our supply chain could adversely affect our
    business.
  and/or
  Higher
    energy costs and other factors affecting the cost of producing,
    transporting, and distributing the Companys products could
    adversely affect our financial results.
   7




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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.
    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.
   8




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The
    failure to successfully integrate acquisitions and joint
    ventures into our existing operations or the failure to gain
    applicable regulatory approval for such transactions or
    divestitures could adversely affect our financial
    results.
    The
    Companys operations face significant foreign currency
    exchange rate exposure, which could negatively impact its
    operating results.
    The
    Company could incur more debt, which could have an adverse
    impact on our business.
    The
    failure to implement our growth plans could adversely affect the
    Companys ability to increase net income and generate
    cash.
    CAUTIONARY
    STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION
   9




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
    sales, earnings, and volume growth,
    general economic, political, and industry conditions, including
    those that could impact consumer spending,
    competitive conditions, which affect, among other things,
    customer preferences and the pricing of products, production,
    and energy costs,
    competition from lower-priced private label brands,
    increases in the cost and restrictions on the availability of
    raw materials including agricultural commodities and packaging
    materials, the ability to increase product prices in response,
    and the impact on profitability,
    the ability to identify and anticipate and respond through
    innovation to consumer trends,
    the need for product recalls,
    the ability to maintain favorable supplier and customer
    relationships, and the financial viability of those suppliers
    and customers,
    currency valuations and interest rate fluctuations,
    changes in credit ratings, leverage, and economic conditions,
    and the impact of these factors on our cost of borrowing and
    access to capital markets,
    our ability to effectuate our strategy, which includes our
    continued evaluation of potential acquisition opportunities,
    including strategic acquisitions, joint ventures, divestitures
    and other initiatives, including our ability to identify,
    finance and complete these initiatives, and our ability to
    realize anticipated benefits from them,
    the ability to successfully complete cost reduction programs and
    increase productivity,
    the ability to effectively integrate acquired businesses,
    new products, packaging innovations, and product mix,
    the effectiveness of advertising, marketing, and promotional
    programs,
    supply chain efficiency,
    cash flow initiatives,
    risks inherent in litigation, including tax litigation,
    the ability to further penetrate and grow and the risk of doing
    business in international markets, economic or political
    instability in those markets, particularly in Venezuela, and the
    performance of business in hyperinflationary environments,
    changes in estimates in critical accounting judgments and
    changes in laws and regulations, including tax laws,
    the success of tax planning strategies,
    the possibility of increased pension expense and contributions
    and other people-related costs,
    the potential adverse impact of natural disasters, such as
    flooding and crop failures,
    the ability to implement new information systems and potential
    disruptions due to failures in technology systems, 10




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
    with regard to dividends, dividends must be declared by the
    Board of Directors and will be subject to certain legal
    requirements being met at the time of declaration, as well as
    our Boards view of our anticipated cash needs, and
    other factors 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.   11




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PART II
  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities.     12




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Item 6.
    Selected
    Financial Data.    Fiscal Year EndedApril 29,


April 30,


May 2,


May 3,


April 27,2009


2008


2007


2006


2005(52 Weeks)


(52 Weeks)


(52 Weeks)


(53 Weeks)


(52 Weeks)Sales(1)

$
10,148,082


$
10,070,778


$
9,001,630


$
8,643,438


$
8,103,456Interest expense(1)


339,635



364,856



333,270



316,296



232,088Income from continuing operations(1)


923,072



844,925



791,602



442,761



688,004Income from continuing operations per sharediluted(1)


2.90



2.63



2.38



1.29



1.95Income from continuing operations per sharebasic(1)


2.94



2.67



2.41



1.31



1.97Short-term debt and current portion of long-term debt(2)


65,638



452,708



468,243



54,969



573,269Long-term debt, exclusive of current portion(2)


5,076,186



4,730,946



4,413,641



4,357,013



4,121,984Total assets(3)


9,664,184



10,565,043



10,033,026



9,737,767



10,577,718Cash dividends per common share


1.66



1.52



1.40



1.20



1.14   (1)
    
    Amounts exclude the operating results related to the
    Companys European seafood and
    Tegel®

    poultry businesses which were divested in Fiscal 2006 and have
    been presented as discontinued operations.(2)
    
    Long-term debt, exclusive of current portion, includes
    $251.5 million, $198.3 million, $71.0 million,
    ($1.4) million, and $186.1 million of hedge accounting
    adjustments associated with interest rate swaps at
    April 29, 2009, April 30, 2008, May 2, 2007,
    May 3, 2006, and April 27, 2005, respectively. H.J.
    Heinz Finance Companys (HFC) mandatorily
    redeemable preferred shares of $350 million in Fiscal 2009
    and $325 million in Fiscals
    2008-2005
    are classified as long-term debt.(3)
    
    Fiscals 2009, 2008, and 2007 reflect the adoption of Statement
    of Financial Accounting Standards (SFAS)
    No. 158, Employers Accounting for Defined
    Benefit Pension and Other Postretirement Plans- an amendment of
    Financial Accounting Standards Board (FASB)
    Statements No. 87, 88, 106 and 132(R).   13




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e-commerce
 14




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Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  Executive
    Overview- Fiscal 2009
  Heinz ®
    
    Grow the Core Portfolio
    Accelerate Growth in Emerging Markets
    Strengthen and Leverage Global Scale
    Make Talent an Advantage      
    Investing behind core brands and proven ideas to drive growth;
    Shifting investments in marketing and research and development
    toward delivering value to consumers;
    Continuing its focus on emerging markets where economic growth
    remains well above the global average;
    Increasing emphasis on margins through productivity initiatives,
    reductions in discretionary spending and tight management of
    fixed costs; and
    Increasing cash flow with a focus on reducing the cash
    conversion cycle and tight management of capital spending.   15




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Results
    of Continuing Operations
    Fiscal Year EndedApril 29,


April 30,


May 2,2009


2008


2007(52 Weeks)


(52 Weeks)


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

$
4,251,583


$
4,081,864


$
3,682,102Meals and snacks


4,361,878



4,521,697



4,026,168Infant/Nutrition


1,105,313



1,089,544



929,075Other


429,308



377,673



364,285Total

$
10,148,082


$
10,070,778


$
9,001,630   Fiscal
    Year Ended April 29, 2009 compared to Fiscal Year Ended
    April 30, 2008
    Heinz ® Ore-Ida ® Classico ® Pudliszki ® ABC ®
         16




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mark-to-market mark-to-market
          FISCAL
    YEAR 2009 OPERATING RESULTS BY BUSINESS SEGMENT
  North
    American Consumer Products
  Ore-Ida ® Heinz ® TGI
    Fridays ® Delimex ® Smart
    Ones ® Ore-Ida ® tm Heinz ® Delimex ®
   17




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Europe
  Heinz ® Heinz ® Bénédicta ® Wyko ®
    Asia/Pacific
  ABC ® Long
    Fong ®
    U.S.
    Foodservice
  Heinz ®
   18




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Rest of
    World
      Fiscal
    Year Ended April 30, 2008 compared to Fiscal Year Ended
    May 2, 2007
  Heinz ®
  Heinz ® Smart
    Ones ® Classico ® Boston
    Market ® Pudliszki ® Weight
    Watchers ® ABC ®
         19




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##### Table of Contents



FISCAL
    YEAR 2008 OPERATING RESULTS BY BUSINESS SEGMENT
  North
    American Consumer Products
  Smart
    Ones ® , Boston
    Market ® Classico ® tm tm Smart
    Ones ® Ore-Ida ® Ore-Ida ®
    Europe
  Heinz ® Pudliszki ® Heinz ® Weight
    Watchers ® Heinz ® Heinz ®
   20




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##### Table of Contents



Asia/Pacific
  LongFong ®
    U.S.
    Foodservice
  Heinz ®
    Rest of
    World
      Discontinued
    Operations
  Tegel ®
 21




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Liquidity
    and Financial Position
      Cottees ® Roses ® Wyko ®
   22




---



##### Table of Contents



23




---



##### Table of Contents



364-Day
        Contractual
    Obligations and Other Commitments
  Contractual
    Obligations
   24




---



##### Table of Contents



Fiscal Year20152010


2011-2012


2013-2014


Forward


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

$
323,364


$
2,844,553


$
1,050,130


$
2,650,236


$
6,868,283Capital Lease Obligations


13,488



62,079



8,938



22,353



106,858Operating Leases


63,524



100,762



77,984



149,729



391,999Purchase Obligations


1,358,311



597,115



39,710



22,724



2,017,860Other Long Term Liabilities Recorded on the Balance Sheet


254,290



543,724



532,815



154,127



1,484,956Total

$
2,012,977


$
4,148,233


$
1,709,577


$
2,999,169


$
10,869,956   (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.      Off-Balance
    Sheet Arrangements and Other Commitments
      Market
    Risk Factors
   25




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Foreign Exchange Rate Sensitivity:
      Aggregate Notional Amount


Net Unrealized GainsApril 29, 2009


April 30, 2008


April 29, 2009


April 30, 2008(Dollars in millions)Purpose of Hedge:Intercompany cash flows

$
683


$
1,110


$
16


$
25Forecasted purchases of raw materials and finished goods and
    foreign currency denominated obligations


468



541



20



6Forecasted sales and foreign currency denominated assets


96



57







$
1,247


$
1,708


$
36


$
31       Interest Rate Sensitivity:
   26




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##### Table of Contents



1 8
  April 29, 2009


April 30, 2008(Dollars in millions)Pay floating swapsnotional amount

$
1,516


$
1,642Net unrealized gains

$
151


$
95Weighted average maturity (years)


4



4Weighted average receive rate


6.31
%


6.36
%Weighted average pay rate


3.67
%


6.15
%   mark-to-market
  mark-to-market mark-to-market
  Effect of Hypothetical 10% Fluctuation in Market
    Prices:
  Fair Value Effect(Dollars in millions)Foreign currency contracts

$
93Interest rate swap contracts

$
11Total rate of return swap

$
3     Recently
    Issued Accounting Standards
   27




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Item 8Financial
        EITF 03-6-1, EITF 03-6-1 EITF 03-6-1
 28




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##### Table of Contents



EITF 03-6-1. EITF 03-6-1
    Discussion
    of Significant Accounting Estimates
    Marketing Costs
   29




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##### Table of Contents



Investments and Long-lived Assets, including Property, Plant
    and Equipment other-than-temporary
  Goodwill and Indefinite-Lived Intangibles
    Retirement Benefits
 30




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31




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##### Table of Contents



Sensitivity
    of Assumptions
    100 Basis PointIncrease


DecreasePension benefitsDiscount rate used in determining projected benefit obligation

$
(245
)

$
287Discount rate used in determining net pension expense

$
(26
)

$
32Long-term rate of return on assets used in determining net
    pension expense

$
(25
)

$
25Other benefitsDiscount rate used in determining projected benefit obligation

$
(18
)

$
20Discount rate used in determining net benefit expense

$



$
1   Income Taxes
      Inflation
    and Input Costs
     32




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##### Table of Contents



Stock
    Market Information
      Stock Price RangeHigh


Low2009First

$
51.44


$
46.35Second


53.00



38.43Third


45.83



34.52Fourth


38.34



30.512008First

$
48.50


$
42.84Second


47.18



41.82Third


48.75



41.37Fourth


48.25



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




---



##### 



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


35Report of Independent Registered Public
    Accounting Firm


36Consolidated Statements of Income


37Consolidated Balance Sheets


38Consolidated Statements of Shareholders
    Equity


40Consolidated Statements of Cash Flows


41Notes to Consolidated Financial Statements


42EX-4(D)EX-10A(XV)EX-10.A(XXX)EX-10.A(XXXIV)EX-10.A(XXXV)EX-12EX-21EX-23EX-24EX-31(A)EX-31(B)EX-32(A)EX-32(B)   34




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Report of
    Management on Internal Control over Financial
    Reporting                
  
   35




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm     Internal ControlIntegrated Framework
         PricewaterhouseCoopers
    LLP
  Pittsburgh, Pennsylvania
 June 17, 2009
 36




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##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Consolidated
    Statements of Income
  Fiscal Year EndedApril 29, 2009


April 30, 2008


May 2, 2007(52 Weeks)


(52 Weeks)


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

$
10,148,082


$
10,070,778


$
9,001,630Cost of products sold


6,564,447



6,390,086



5,608,730Gross profit


3,583,635



3,680,692



3,392,900Selling, general and administrative expenses


2,089,983



2,111,725



1,946,185Operating income


1,493,652



1,568,967



1,446,715Interest income


64,150



41,519



41,869Interest expense


339,635



364,856



333,270Other income/(expense), net


78,033



(27,836
)


(30,915
)Income from continuing operations before income taxes


1,296,200



1,217,794



1,124,399Provision for income taxes


373,128



372,869



332,797Income from continuing operations


923,072



844,925



791,602Loss from discontinued operations, net of tax










(5,856
)Net income

$
923,072


$
844,925


$
785,746Income/(Loss) Per Common Share:DilutedContinuing operations

$
2.90


$
2.63


$
2.38Discontinued operations










(0.02
)Net Income

$
2.90


$
2.63


$
2.36Average common shares outstandingDiluted


318,063



321,717



332,468BasicContinuing operations

$
2.94


$
2.67


$
2.41Discontinued operations










(0.02
)Net Income

$
2.94


$
2.67


$
2.39Average common shares outstandingBasic


313,747



317,019



328,625Cash dividends per share

$
1.66


$
1.52


$
1.40    37




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##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Consolidated
    Balance Sheets
  April 29,


April 30,2009


2008(In thousands)AssetsCurrent assets:Cash and cash equivalents

$
373,145


$
617,687Receivables (net of allowances: 2009$11,395 and
    2008$15,687)


1,171,797



1,161,481Inventories:Finished goods and
    work-in-process


973,983



1,100,735Packaging material and ingredients


263,630



277,481Total inventories


1,237,613



1,378,216Prepaid expenses


125,765



139,492Other current assets


36,701



28,690Total current assets


2,945,021



3,325,566Property, plant and equipment:Land


76,193



56,007Buildings and leasehold improvements


775,217



842,198Equipment, furniture and other


3,258,152



3,502,0714,109,562



4,400,276Less accumulated depreciation


2,131,260



2,295,563Total property, plant and equipment, net


1,978,302



2,104,713Other non-current assets:Goodwill


2,687,788



2,997,462Trademarks, net


889,815



957,111Other intangibles, net


405,351



456,948Restricted cash


192,736



Other non-current assets


565,171



723,243Total other non-current assets


4,740,861



5,134,764Total assets

$
9,664,184


$
10,565,043    38




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##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Consolidated
    Balance Sheets
  April 29,


April 30,2009


2008(In thousands)Liabilities and Shareholders EquityCurrent liabilities:Short-term debt

$
61,297


$
124,290Portion of long-term debt due within one year


4,341



328,418Accounts payable


1,113,307



1,247,479Salaries and wages


91,283



92,553Accrued marketing


233,316



298,342Other accrued liabilities


485,406



487,656Income taxes


73,896



91,322Total current liabilities


2,062,846



2,670,060Long-term debt and other liabilities:Long-term debt


5,076,186



4,730,946Deferred income taxes


345,749



409,186Non-pension post-retirement benefits


214,786



257,051Minority interest


59,167



65,727Other liabilities


685,512



544,253Total long-term debt and other liabilities


6,381,400



6,007,163Shareholders equity:Capital stock:Third cumulative preferred, $1.70 first series, $10 par
    value*


70



72Common stock, 431,096 shares issued, $0.25 par value


107,774



107,774107,844



107,846Additional capital


737,917



617,811Retained earnings


6,525,719



6,129,0087,371,480



6,854,665Less:Treasury shares, at cost (116,237 shares at April 29,
    2009 and 119,628 shares at April 30, 2008)


4,881,842



4,905,755Accumulated other comprehensive loss


1,269,700



61,090Total shareholders equity


1,219,938



1,887,820Total liabilities and shareholders equity

$
9,664,184


$
10,565,043   *
    
    The preferred stock outstanding is
    convertible at a rate of one share of preferred stock into
    15 shares of common stock. The Company can redeem the stock
    at $28.50 per share. As of April 29, 2009, there were
    authorized, but unissued, 2,200 shares of third cumulative
    preferred stock for which the series had not been designated.   39




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Consolidated
    Statements of Shareholders Equity
  April 29, 2009


April 30, 2008


May 2, 2007Shares


Dollars


Shares


Dollars


Shares


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


7


$
72



8


$
77



8


$
82Conversion of preferred into common stock






(2
)


(1
)


(5
)






(5
)Balance at end of year


7



70



7



72



8



77Authorized shares- April 29, 2009


7COMMON STOCKBalance at beginning of year


431,096



107,774



431,096



107,774



431,096



107,774Balance at end of year


431,096



107,774



431,096



107,774



431,096



107,774Authorized shares- April 29, 2009


600,000ADDITIONAL CAPITALBalance at beginning of year






617,811







580,606







502,235Conversion of preferred into common stock






(95
)






(219
)






(191
)Stock options exercised, net of shares tendered for payment






98,736
(4)






20,920
(4)






79,735
(4)Stock option expense






9,405







8,919







11,987Restricted stock unit activity






(538
)






4,961







16,000Transfer of unearned compensation balance per
    SFAS No. 123R






















(32,773
)Initial adoption of FIN 48














(1,719
)






Tax settlement(1)






8,537















Other, net(2)






4,061







4,343







3,613Balance at end of year






737,917







617,811







580,606RETAINED EARNINGSBalance at beginning of year






6,129,008







5,778,617







5,454,108Net income






923,072







844,925







785,746Cash dividends:Preferred (per share $1.70 per share in 2009, 2008, and 2007)






(12
)






(12
)






(13
)Common (per share $1.66, $1.52, and $1.40 in 2009, 2008, and
    2007, respectively)






(525,281
)






(485,234
)






(461,224
)Initial adoption of FIN 48














(9,288
)






Other(3)






(1,068
)














Balance at end of year






6,525,719







6,129,008







5,778,617TREASURY STOCKBalance at beginning of year


(119,628
)


(4,905,755
)


(109,317
)


(4,406,126
)


(100,339
)


(3,852,220
)Shares reacquired


(3,650
)


(181,431
)


(13,054
)


(580,707
)


(16,651
)


(760,686
)Conversion of preferred into common stock


3



97



8



224



7



195Stock options exercised, net of shares tendered for payment


6,179



178,559



2,116



62,486



7,265



195,117Restricted stock unit activity


485



15,026



289



8,591



96



2,438Other, net(2)


374



11,662



330



9,777



305



9,030Balance at end of year


(116,237
)


(4,881,842
)


(119,628
)


(4,905,755
)


(109,317
)


(4,406,126
)UNEARNED COMPENSATIONBalance at beginning of year






















(32,773
)Transfer of balance to additional capital per
    SFAS No. 123R






















32,773Balance at end of year






















OTHER COMPREHENSIVE (LOSS)/INCOMEBalance at beginning of year






(61,090
)






(219,265
)






(130,383
)Net pension and post-retirement benefit losses (net of $138,862
    and $75,407 tax benefit in 2009 and 2008, respectively)






(301,347
)






(155,989
)






Reclassification of net pension and post-retirement benefit
    losses to net income (net of $12,273 and $14,159 tax benefit in
    2009 and 2008, respectively)






24,744







27,787







Minimum pension liability (net of $4,167 tax expense in 2007)






















8,041Unrealized translation adjustments (net of $14,004 tax benefit,
    $25,823 tax expense, and $29,635 tax benefit in 2009, 2008 and
    2007, respectively)






(944,439
)






281,090







293,673Net change in fair value of cash flow hedges (net of $9,413 tax
    expense, $7,527 tax expense and $4,423 tax benefit in 2009, 2008
    and 2007, respectively)






33,204







16,273







(3,401
)Net hedging (gains)/losses reclassified into earnings (net of
    $5,486 tax expense, $7,287 tax expense, and $6,163 tax benefit
    in 2009, 2008, and 2007, respectively)






(20,772
)






(10,986
)






11,239Net other comprehensive (loss) /income adjustments






(1,208,610
)






158,175







309,552Adoption of SFAS No. 158, net of $182,530 tax benefit






















(398,434
)Balance at end of year






(1,269,700
)(5)






(61,090
)






(219,265
)TOTAL SHAREHOLDERS EQUITY





$
1,219,938






$
1,887,820






$
1,841,683COMPREHENSIVE INCOMENet income





$
923,072






$
844,925






$
785,746Net other comprehensive (loss)/ income adjustments






(1,208,610
)






158,175







309,552TOTAL COMPREHENSIVE (LOSS)/INCOME





$
(285,538
)





$
1,003,100






$
1,095,298  (1)
    
    See Note No. 6 for further
    details.(2)
    
    Includes activity of the Global
    Stock Purchase Plan.(3)
    
    Includes adoption of the
    measurement date provisions of SFAS No. 158 and unpaid
    dividend equivalents on restricted stock units.(4)
    
    Includes income tax benefit
    resulting from exercised stock options.(5)
    
    Comprised of unrealized translation
    adjustment of $(415,211), pension and post-retirement benefits
    net prior service cost of $(14,075) and net losses of
    $(861,347), and deferred net gains on derivative financial
    instruments of $20,933.  See Notes to Consolidated Financial
    Statements
 40




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Consolidated
    Statements of Cash Flows
  Fiscal Year EndedApril 29,


April 30,


May 2,2009


2008


2007(52 Weeks)


(52 Weeks)


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

$
923,072


$
844,925


$
785,746Adjustments to reconcile net income to cash provided by
    operating activities:Depreciation


241,294



250,826



233,374Amortization


40,081



38,071



32,823Deferred tax provision


108,950



18,543



52,244Net gains on disposals


(6,445
)


(15,706
)


(1,391
)Pension contributions


(133,714
)


(58,061
)


(62,505
)Other items, net


(70,140
)


80,404



73,571Changes in current assets and liabilities, excluding effects of
    acquisitions and divestitures:Receivables


(10,866
)


(55,832
)


10,987Inventories


50,731



(133,600
)


(82,534
)Prepaid expenses and other current assets


996



5,748



14,208Accounts payable


(62,934
)


89,160



56,524Accrued liabilities


24,641



28,259



(4,489
)Income taxes


61,216



95,566



(46,270
)Cash provided by operating activities


1,166,882



1,188,303



1,062,288Investing activities:Capital expenditures


(292,121
)


(301,588
)


(244,562
)Proceeds from disposals of property, plant and equipment


5,407



8,531



60,661Acquisitions, net of cash acquired


(293,898
)


(151,604
)


(88,996
)Net proceeds/(payments) related to divestitures


13,351



63,481



(4,144
)Change in restricted cash


(192,736
)






Termination of net investment hedges






(93,153
)


Other items, net


(1,197
)


(79,894
)


(49,203
)Cash used for investing activities


(761,194
)


(554,227
)


(326,244
)Financing activities:Payments on long-term debt


(427,417
)


(368,214
)


(52,069
)Proceeds from long-term debt


853,051







Net (payments on)/proceeds from commercial paper and short-term
    debt


(483,666
)


483,730



384,055Dividends


(525,293
)


(485,246
)


(461,237
)Purchases of treasury stock


(181,431
)


(580,707
)


(760,686
)Exercise of stock options


264,898



78,596



259,816Termination of interest rate swaps






103,522



Other items, net


(16,478
)


10,224



9,212Cash used for financing activities


(516,336
)


(758,095
)


(620,909
)Cash provided by operating activities of discontinued operations
    spun-off to Del Monte










33,511Effect of exchange rate changes on cash and cash equivalents


(133,894
)


88,810



58,823Net (decrease)/increase in cash and cash equivalents


(244,542
)


(35,209
)


207,469Cash and cash equivalents at beginning of year


617,687



652,896



445,427Cash and cash equivalents at end of year

$
373,145


$
617,687


$
652,896    41




---



##### 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:
    Inventories:
    Property,
    Plant and Equipment:
   42




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Goodwill
    and Intangibles:
    Revenue
    Recognition:
    Marketing
    Costs:
   43




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Income
    Taxes:
      Stock-Based
    Employee Compensation Plans:
       44




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Financial
    Instruments:
        2.
    Recently
    Issued Accounting Standards     45




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
        EITF 03-6-1, EITF 03-6-1 EITF 03-6-1 EITF 03-6-1. EITF 03-6-1
   46




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    3.
    Discontinued
    Operations  Tegel ®
  4.
    Acquisitions    Cottees ® Roses ® Wyko ®
     47




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  5.
    Goodwill
    and Other Intangible Assets    NorthAmerican











RestConsumer





Asia/


U.S.


ofProducts


Europe


Pacific


Foodservice


World


Total(Thousands of dollars)Balance at April 30, 2008

$
1,096,288


$
1,340,928


$
282,419


$
262,823


$
15,004


$
2,997,462Acquisitions






36,983



18,238







394



55,615Purchase accounting adjustments






(868
)


(1,574
)










(2,442
)Disposals














(2,300
)






(2,300
)Translation adjustments


(21,447
)


(286,045
)


(50,861
)






(2,194
)


(360,547
)Balance at April 29, 2009

$
1,074,841


$
1,090,998


$
248,222


$
260,523


$
13,204


$
2,687,788       April 29, 2009


April 30, 2008Gross


Accum Amort


Net


Gross


Accum Amort


Net(Thousands of dollars)Trademarks

$
272,710


$
(71,138
)

$
201,572


$
200,966


$
(69,104
)

$
131,862Licenses


208,186



(146,789
)


61,397



208,186



(141,070
)


67,116Recipes/processes


72,988



(22,231
)


50,757



71,495



(19,306
)


52,189Customer related assets


179,657



(38,702
)


140,955



183,204



(31,418
)


151,786Other


68,128



(55,091
)


13,037



73,848



(59,639
)


14,209$
801,669


$
(333,951
)

$
467,718


$
737,699


$
(320,537
)

$
417,162      48




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    6.
    Income
    Taxes    2009


2008


2007(Dollars in thousands)Current:U.S. federal

$
72,336


$
80,638


$
89,020State


1,699



15,323



9,878Foreign


190,143



258,365



181,655264,178



354,326



280,553Deferred:U.S. federal


74,554



14,975



104,113State


8,383



2,381



5,444Foreign


26,013



1,187



(57,313
)108,950



18,543



52,244Provision for income taxes

$
373,128


$
372,869


$
332,797       2009


2008


2007(Dollars in thousands)Domestic

$
527,680


$
268,450


$
293,580Foreign


768,520



949,344



830,819From continuing operations

$
1,296,200


$
1,217,794


$
1,124,399  49




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2009


2008


2007U.S. federal statutory tax rate


35.0
%


35.0
%


35.0
%Tax on income of foreign subsidiaries


(3.2
)


(4.5
)


(5.4
)State income taxes (net of federal benefit)


0.7



0.7



1.0Earnings repatriation


0.4



3.3



9.6Reduction of tax reserves for statute of limitations expiration


(0.7
)


(0.1
)


(5.9
)Tax rate difference on intercompany loans


(2.1
)


(1.0
)


(0.8
)Effects of revaluation of tax basis of foreign assets


(0.7
)


(2.4
)


(4.6
)Other


(0.6
)


(0.4
)


0.7Effective tax rate


28.8
%


30.6
%


29.6
%       2009


2008(Dollars in thousands)Depreciation/amortization

$
643,538


$
689,112Benefit plans


1,854



33,719Deferred income


84,939



30,145Other


90,640



56,160Deferred tax liabilities


820,971



809,136Operating loss carryforwards


(87,923
)


(40,852
)Benefit plans


(295,254
)


(248,808
)Depreciation/amortization


(53,461
)


(69,909
)Tax credit carryforwards


(34,721
)


(12,998
)Deferred income


(44,308
)


(39,942
)Other


(91,851
)


(96,618
)Deferred tax assets


(607,518
)


(509,127
)Valuation allowance


59,072



52,008Net deferred tax liabilities

$
272,525


$
352,017  50




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
                2009


2008(Dollars in millions)Balance at the beginning of the fiscal year

$
129.1


$
183.7Increases for tax positions of prior years


11.3



10.6Decreases for tax positions of prior years


(59.5
)


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


15.0



9.9Decreases due to settlements with taxing authorities


(0.8
)


(41.0
)Decreases due to lapse of statute of limitations


(8.5
)


(3.1
)Balance at the end of the fiscal year

$
86.6


$
129.1    51




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
            7.
    Debt    364-Day
 52




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      2009


2008(Dollars in thousands)Commercial Paper (variable rate)

$
639,958


$
1,223,3676.226% Heinz Finance Preferred Stock due July 2008






325,0008.0% Heinz Finance Preferred Stock due July 2013


350,000



5.35% U.S. Dollar Notes due July 2013


499,853



6.625% U.S. Dollar Notes due July 2011


749,773



749,6686.00% U.S. Dollar Notes due March 2012


598,744



598,301U.S. Dollar Remarketable Securities due December 2020


800,000



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


230,360



230,1016.25% British Pound Notes due February 2030


183,440



246,3866.75% U.S. Dollar Notes due March 2032


440,867



449,855Australian Dollar Credit Agreement (variable rate)


204,287



Canadian Dollar Credit Agreement due October 2010 (variable rate)


39,917



144,669Other U.S. Dollar due May 2008November 2034
    (2.997.99)%


55,609



56,136Other
    Non-U.S.
    Dollar due May 2008March 2022
    (7.0012.00)%


36,244



37,3604,829,052



4,860,843SFAS No. 133 Hedge Accounting Adjustments (See
    Note 13)


251,475



198,521Less portion due within one year


(4,341
)


(328,418
)Total long-term debt

$
5,076,186


$
4,730,946Weighted-average interest rate on long-term debt, including the
    impact of applicable interest rate swaps


5.31
%


5.90
%      53




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
            8.
    Supplemental
    Cash Flows Information  2009


2008


2007(Dollars in thousands)Cash Paid During the Year For:Interest

$
310,047


$
360,698


$
268,781Income taxes

$
203,298


$
261,283


$
283,431Details of Acquisitions:Fair value of assets

$
478,440


$
165,093


$
108,438Liabilities*


181,093



13,489



19,442Cash paid


297,347



151,604



88,996Less cash acquired


3,449







Net cash paid for acquisitions

$
293,898


$
151,604


$
88,996     *
    
    Includes obligations to sellers of $11.5 million and
    $2.0 million in 2008 and 2007, respectively.   54




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    9.
    Employees
    Stock Incentive Plans and Management Incentive Plans      Stock
    Options:
         55




---



##### 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 granted


(4,887
)Number of stock option shares cancelled/forfeited and returned
    to the plan


179Number of restricted stock units and restricted stock issued


(3,755
)Shares available for grant as stock options


10,406     Fiscal Year EndedApril 29,


April 30,


May 2,2009


2008


2007Dividend yield


3.3
%


3.3
%


3.3
%Expected volatility


14.9
%


15.8
%


17.9
%Expected term (years)


5.5



5.0



5.0Risk-free interest rate


3.1
%


4.3
%


4.7
%    56




---



##### Table of Contents



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


Exercise Price


AggregateOptions


(per share)


Intrinsic Value(Amounts in thousands, except per share data)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 cancelled/forfeited and returned to the plan


(347
)


44.60



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


24,797



40.39



1,001,600Options granted


1,352



45.54



61,579Options exercised


(2,116
)


37.31



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


(1,899
)


51.32



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


22,134



40.06



886,758Options granted


1,551



50.91



78,978Options exercised


(6,684
)


42.35



(283,064
)Options cancelled/forfeited and returned to the plan


(2,901
)


47.77



(138,601
)Options outstanding at April 29, 2009


14,100


$
38.59


$
544,071Options vested and exercisable at May 2, 2007


21,309


$
40.88


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


19,249


$
39.77


$
765,552Options vested and exercisable at April 29, 2009


10,933


$
36.18


$
395,558     Options Outstanding


Options ExercisableWeighted-


Weighted-





Weighted-Average


Average





AverageRemaining


Remaining





Remaining


Weighted-Range of Exercise

Number


Life


Exercise Price


Number


Life


AveragePrice Per Share

Outstanding


(Years)


Per Share


Exercisable


(Years)


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


5,445



3.1


$
33.33



5,421



3.1


$
33.33$35.39-$44.77


5,827



3.2



38.64



5,093



3.1



38.44$44.78-$51.25


2,828



5.8



48.60



419



5.3



45.5414,100



3.7


$
38.59



10,933



3.2


$
36.18    57




---



##### Table of Contents



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


Fair ValueOptions


(per share)(Amounts in thousands, except per share data)Unvested options at April 30, 2008


2,885


$
7.07Options granted


1,551



5.75Options vested


(1,269
)


7.27Unvested options at April 29, 2009


3,167


$
6.10     Restricted
    Stock Units and Restricted Shares:
        2003 Plan(Amounts in thousands)Number of shares authorized


9,440Number of shares reserved for issuance


(4,649
)Number of shares forfeited and returned to the plan


894Shares available for grant


5,685  58




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    WeightedAverageGrant 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 cancelled/forfeited and returned to the plan


(21
)


37.13Unvested units and stock at May 2, 2007


2,025



36.57Units and stock granted


715



46.00Units and stock vested


(579
)


35.94Units and stock cancelled/forfeited and returned to the plan


(74
)


38.92Unvested units and stock at April 30, 2008


2,087



39.88Units and stock granted


577



49.69Units and stock vested


(910
)


37.91Units and stock cancelled/forfeited and returned to the plan


(32
)


46.52Unvested units and stock at April 29, 2009


1,722


$
44.08     Global
    Stock Purchase Plan:
    Annual
    Incentive Bonus:
   59




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##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Long-Term
    Performance Program:
  2-year 2009-2010 2-year 2008-2009 2007-2008
  10.
    Retirement
    Plans   60




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2009


2008(Dollars in thousands)Change in Benefit Obligation:Benefit obligation at the beginning of the year

$
2,843,175


$
2,794,722Service cost


33,321



39,832Interest cost


143,601



152,073Participants contributions


7,961



13,090Amendments


376



14,907Actuarial gain


(133,203
)


(89,838
)Divestitures


(19,248
)


Settlement


(8,710
)


Benefits paid


(149,063
)


(149,048
)Effect of eliminating early measurement date


14,145



Exchange/other


(502,253
)


67,437Benefit obligation at the end of the year

$
2,230,102


$
2,843,175Change in Plan Assets:Fair value of plan assets at the beginning of the year

$
2,793,123


$
2,888,780Actual loss on plan assets


(411,560
)


(79,759
)Divestitures


(19,248
)


Settlement


(8,710
)


Employer contribution


136,032



59,799Participants contributions


7,961



13,090Effect of eliminating early measurement date


15,856



Benefits paid


(149,063
)


(149,048
)Exchange


(489,689
)


60,261Fair value of plan assets at the end of the year


1,874,702



2,793,123Funded status

$
(355,400
)

$
(50,052
)Amount recognized in the consolidated balance sheet consists of:Noncurrent assets

$
37,324


$
191,079Current liabilities


(22,521
)


(19,826
)Noncurrent liabilities


(370,203
)


(221,305
)Net amount recognized

$
(355,400
)

$
(50,052
)Amounts recognized in accumulated other comprehensive loss
    consist of:Net actuarial loss

$
1,079,453


$
802,738Prior service cost


15,673



25,572Net amount recognized

$
1,095,126


$
828,310Amounts in accumulated other comprehensive loss expected to be
    recognized as components of net periodic pension costs in the
    following fiscal year are as follows:Net actuarial loss

$
51,183


$
36,512Prior service cost


2,013



3,567Net amount recognized

$
53,196


$
40,079    61




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##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      2009


2008Discount rate


6.5
%


6.1
%Compensation increase rate


4.3
%


5.2
%     2009


2008


2007(Dollars in thousands)Components of defined benefit net periodic benefit cost:Service cost

$
33,261


$
39,832


$
42,886Interest cost


143,552



152,073



135,984Expected return on assets


(207,727
)


(227,373
)


(198,470
)Amortization of:Prior service cost


3,184



(1,403
)


(3,465
)Net actuarial loss


33,264



44,121



52,302Loss due to curtailment, settlement and special termination
    benefits


695







2,335Net periodic benefit cost


6,229



7,250



31,572Defined contribution plans


36,404



34,027



34,940Total pension cost


42,633



41,277



66,512     2009


2008


2007Expected rate of return


8.2
%


8.2
%


8.2
%Discount rate


6.1
%


5.5
%


5.3
%Compensation increase rate


4.5
%


5.0
%


4.0
%    62




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##### Table of Contents



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


TargetAsset Category

2009


2008


AllocationEquity securities


58
%


65
%


63
%Debt securities


37
%


32
%


35
%Real estate


1
%


1
%


1
%Other


4
%


2
%


1
%100
%


100
%


100
%     Cash
    Flows:
      2010

$
165,7842011

$
156,2152012

$
152,9712013

$
152,1972014

$
152,066Years
    2015-2019

$
785,469   11.
    Postretirement
    Benefits Other Than Pensions and Other Post Employment
    Benefits   63




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##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      2009


2008(Dollars in thousands)Change in benefit obligation:Benefit obligation at the beginning of the year

$
276,598


$
273,161Service cost


6,501



6,451Interest cost


15,357



15,626Participants contributions


833



973Amendments






1,001Actuarial gain


(37,836
)


(5,523
)Benefits paid


(18,596
)


(20,386
)Effect of eliminating early measurement date


455



Exchange/other


(9,137
)


5,295Benefit obligation at the end of the year


234,175



276,598Funded status

$
(234,175
)

$
(276,598
)Amount recognized in the consolidated balance sheet consists of:Current liabilities

$
(19,389
)

$
(19,547
)Noncurrent liabilities


(214,786
)


(257,051
)Net amount recognized

$
(234,175
)

$
(276,598
)Amounts recognized in accumulated other comprehensive loss
    consist of:Net actuarial loss

$
8,592


$
50,329Prior service cost


(4,598
)


(8,242
)Net amount recognized

$
3,994


$
42,087Amounts in accumulated other comprehensive loss expected to be
    recognized as components of net periodic pension costs in the
    following fiscal year are as follows:Net actuarial loss

$
540


$
3,693Negative prior service cost


(3,822
)


(3,783
)Net amount recognized

$
(3,282
)

$
(90
)      64




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##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2009


2008


2007(Dollars in thousands)Components of defined benefit net periodic benefit cost:Service cost

$
6,502


$
6,451


$
6,253Interest cost


15,357



15,626



15,893Amortization of:Prior service credit


(3,812
)


(4,770
)


(6,098
)Net actuarial loss


3,681



4,579



5,465Net periodic benefit cost

$
21,728


$
21,886


$
21,513       1% Increase


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

$
1,874


$
1,674Effect on postretirement benefit obligation

$
16,318


$
14,772   Cash
    Flows:
      2010

$
19,3892011

$
20,1372012

$
20,9712013

$
21,3022014

$
21,796Years
    2015-2019

$
113,262     12.
    Fair
    Value Measurements   65




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##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
            Level 1


Level 2


Level 3


Total(Thousands of dollars)Assets:Derivatives(a)

$



$
219,845


$



$
219,845Total assets at fair value

$



$
219,845


$



$
219,845Liabilities:Derivatives(a)

$



$
12,847


$



$
12,847Total liabilities at fair value

$



$
12,847


$



$
12,847   (a)
    
    Foreign currency derivative contracts are valued based on
    observable market spot and forward rates, and are classified
    within Level 2 of the fair value hierarchy. Interest rate
    swaps are valued based on observable market swap rates, and are
    classified within Level 2 of the fair value hierarchy. The
    Companys total rate of return swap is valued based on
    observable market swap rates and the Companys credit
    spread, and is classified within Level 2 of the fair value
    hierarchy.  Note 13-Derivative
  13.
    Derivative
    Financial Instruments and Hedging Activities     66




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    April 29, 2009Foreign Exchange


Interest RateContracts


Contracts(Dollars in thousands)Assets:Derivatives designated as hedging instruments:Receivables

$
28,406


$
64,502Other non-current assets


8,659



86,43437,065



150,936Derivatives not designated as hedging instruments:Receivables


11,644



Other non-current assets






20,20011,644



20,200Total assets

$
48,709


$
171,136Liabilities:Derivatives designated as hedging instruments:Accounts payable

$
12,198


$
Other liabilities


598



12,796



Derivatives not designated as hedging instruments:Accounts payable


51



Other liabilities






51



Total liabilities

$
12,847


$
    67




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Fiscal Year EndedApril 29, 2009Foreign Exchange


Interest RateContracts


Contracts(Dollars in thousands)Cash flow hedges:Net gains recognized in other comprehensive loss (effective
    portion)

$
42,617


$
Net gains/(losses) reclassified from other comprehensive loss
    into earnings (effective portion):Sales

$
(6,809
)

$
Cost of products sold


45,836



Selling, general and administrative expenses


1,896



Other income/(expense), net


(15,777
)


Interest expense


1,112



26,258



Fair value hedges:Net gains recognized in other income/(expense), net






57,976Derivatives not designated as hedging instruments:Net gains/(losses) recognized in other income/(expense), net


65,135



(110
)Net gains recognized in interest income






20,20065,135



20,090Total amount recognized in statement of income

$
91,393


$
78,066   Foreign
    Currency Hedging:
       68




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Hedge
    Ineffectiveness:
    Deferred
    Hedging Gains and Losses:
    Interest
    Rate Hedging:
   69




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Other
    Activities:
        Concentration
    of Credit Risk:
   70




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  14.
    Income
    Per Common Share    Fiscal Year EndedApril 29,


April 30,


May 2,2009


2008


2007(52 Weeks)


(52 Weeks)


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

$
923,072


$
844,925


$
791,602Preferred dividends


12



12



13Income from continuing operations applicable to common stock

$
923,060


$
844,913


$
791,589Average common shares outstandingbasic


313,747



317,019



328,625Effect of dilutive securities:Convertible preferred stock


106



109



123Stock options, restricted stock and the global stock purchase
    plan


4,210



4,589



3,720Average common shares outstandingdiluted


318,063



321,717



332,468       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.
    EuropeThis segment includes the
    Companys operations in Europe, including Eastern Europe
    and Russia, and sells products in all of the Companys
    categories.
    Asia/PacificThis segment includes the
    Companys operations in New Zealand, Australia, India,
    Japan, China, South Korea, Indonesia, and Singapore. This
    segments operations include products in all of the
    Companys categories. 71




---



##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
   
    U.S. FoodserviceThis segment primarily
    manufactures, markets and sells branded and customized products
    to commercial and non-commercial food outlets and distributors
    in the United States of America including ketchup, condiments,
    sauces, and frozen soups, desserts and appetizers.
    Rest of WorldThis segment includes the
    Companys operations in Africa, Latin America, and the
    Middle East that sell products in all of the Companys
    categories.      Fiscal Year EndedApril 29,


April 30,


May 2,


April 29,


April 30,


May 2,2009


2008


2007


2009


2008


2007(52 Weeks)


(52 Weeks)


(52 Weeks)


(52 Weeks)


(52 Weeks)


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


Operating Income (Loss)North American Consumer Products

$
3,135,994


$
3,011,513


$
2,739,527


$
724,763


$
678,388


$
625,675Europe


3,410,735



3,532,326



3,076,770



561,260



636,866



566,362Asia/Pacific


1,627,443



1,599,860



1,319,231



182,472



194,900



150,177U.S. Foodservice


1,505,953



1,559,370



1,556,339



129,209



169,581



216,115Rest of World


467,957



367,709



309,763



52,348



45,437



39,484Non-Operating(a)














(156,400
)


(156,205
)


(151,098
)Consolidated Totals

$
10,148,082


$
10,070,778


$
9,001,630


$
1,493,652


$
1,568,967


$
1,446,715Depreciation and Amortization Expenses


Capital Expenditures(b)Total North America

$
125,562


$
122,200


$
112,031


$
87,912


$
121,937


$
97,954Europe


105,846



115,578



108,479



91,898



119,425



99,939Asia/Pacific


35,969



35,410



29,390



39,263



36,404



36,903Rest of World


5,728



5,690



5,010



15,574



10,064



7,586Non-Operating(a)


8,270



10,019



11,287



57,474



13,758



2,180Consolidated Totals

$
281,375


$
288,897


$
266,197


$
292,121


$
301,588


$
244,562Identifiable AssetsTotal North America

$
3,691,868


$
3,795,272


$
3,752,033Europe


3,602,753



4,731,760



4,166,174Asia/Pacific


1,505,895



1,433,467



1,213,867Rest of World


292,266



235,625



189,543Non-Operating(c)


571,402



368,919



711,409Consolidated Totals

$
9,664,184


$
10,565,043


$
10,033,026  72




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##### Table of Contents



H. J.
    Heinz Company and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (a)
    
    Includes corporate overhead, intercompany eliminations and
    charges not directly attributable to operating segments.(b)
    
    Excludes property, plant and equipment obtained through
    acquisitions.(c)
    
    Includes identifiable assets not directly attributable to
    operating segments.    Fiscal Year EndedApril 29,


April 30,


May 2,2009


2008


2007(52 Weeks)


(52 Weeks)


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

$
4,251,583


$
4,081,864


$
3,682,102Meals and snacks


4,361,878



4,521,697



4,026,168Infant/Nutrition


1,105,313



1,089,544



929,075Other


429,308



377,673



364,285Total

$
10,148,082


$
10,070,778


$
9,001,630     Fiscal Year EndedNet External Sales


Long-Lived AssetsApril 29,


April 30,


May 2,2009


2008


2007


April 29,


April 30,


May 2,(52 Weeks)


(52 Weeks)


(52 Weeks)


2009


2008


2007(Dollars in thousands)United States

$
4,074,032


$
3,971,296


$
3,809,786


$
2,040,904


$
2,393,732


$
2,377,900United Kingdom


1,616,084



1,844,014



1,643,268



1,166,085



1,582,088



1,588,218Other


4,457,966



4,255,468



3,548,576



2,754,267



2,540,414



2,171,907Total

$
10,148,082


$
10,070,778


$
9,001,630


$
5,961,256


$
6,516,234


$
6,138,025   16.
    Quarterly
    Results  2009First


Second


Third


Fourth


Total(13 Weeks)


(13 Weeks)


(13 Weeks)


(13 Weeks)


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

$
2,583,208


$
2,612,541


$
2,414,576


$
2,537,757


$
10,148,082Gross profit


934,136



920,715



854,472



874,312



3,583,635Net income


228,964



276,710



242,263



175,135



923,072Per Share Amounts:Net incomediluted

$
0.72


$
0.87


$
0.76


$
0.55


$
2.90Net incomebasic


0.73



0.88



0.77



0.56



2.94Cash dividends


0.415



0.415



0.415



0.415



1.66   73




---



##### Table of Contents



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


Second


Third


Fourth


Total(13 Weeks)


(13 Weeks)


(13 Weeks)


(13 Weeks)


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

$
2,248,285


$
2,523,379


$
2,610,863


$
2,688,251


$
10,070,778Gross profit


838,400



931,802



935,416



975,074



3,680,692Net income


205,294



227,037



218,532



194,062



844,925Per Share Amounts:Net incomediluted

$
0.63


$
0.71


$
0.68


$
0.61


$
2.63Net incomebasic


0.64



0.72



0.69



0.62



2.67Cash dividends


0.38



0.38



0.38



0.38



1.52   17.
    Commitments
    and Contingencies  Legal
    Matters:
    Lease
    Commitments:
        18.
    Advertising
    Costs   74




---



##### 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.   75




---



##### Table of Contents



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


(b)


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


Weighted-average


under equitybe issued upon exercise


exercise price of


compensation Plansof outstanding options,


outstanding options,


(excluding securitieswarrants and rights


warrants and rights


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


16,357,017


$
38.98



10,434,471Equity Compensation plans not approved by stockholders(1)(2)


24,642



N/A
(3)


N/A
(1)(4)Total


16,381,659


$
38.98



10,434,471  76




---



##### Table of Contents



(1)
    
    The H. J. Heinz Company Restricted Stock Recognition Plan for
    Salaried Employees (the Restricted Stock Plan) was
    designed to provide recognition and reward in the form of awards
    of restricted stock to employees who have a history of
    outstanding accomplishment and who, because of their experience
    and skills, are expected to continue to contribute significantly
    to the success of the Company. Eligible employees were those
    full-time salaried employees not participating in the
    shareholder-approved H. J. Heinz Company Incentive Compensation
    Plan in effect as of May 1, 2002, and who have not been
    awarded an option to purchase Company Common Stock. The Company
    has ceased issuing shares from this Restricted Stock Plan, and
    all restrictions on previously issued shares have been 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 effective January 1, 2005 and the Deferred
    Compensation Plan for Non-Employee Directors as amended and
    restated effective January 1, 2005, permit full-time
    salaried personnel based in the U.S. who have been identified as
    key employees and non-employee directors, to defer all or part
    of his or her cash compensation into either a cash account that
    accrues interest, or into a Heinz stock account. The election to
    defer is irrevocable. The Management Development &
    Compensation Committee of the Board of Directors administers the
    Plan. All amounts are payable at the times and in the amounts
    elected by the executives at the time of the deferral. The
    deferral period shall be at least one year and shall be no
    greater than the date of retirement or other termination,
    whichever is earlier. Amounts deferred into cash accounts are
    payable in cash, and all amounts deferred into the Heinz stock
    account are payable in Heinz Common Stock. Compensation deferred
    into the Heinz stock account appreciates or depreciates
    according to the fair market value of Heinz Common Stock.(3)
    
    The grants made under the Restricted Stock Plan, the Executive
    Deferred Compensation Plan and the Deferred Compensation Plan
    for Non-Employee Directors are restricted or reserved shares of
    Common Stock, and therefore there is no exercise price.(4)
    
    The maximum number of shares of Common Stock that the Chief
    Executive Officer was authorized to grant under the Restricted
    Stock Plan was established annually by the Executive Committee
    of the Board of Directors; provided, however, that such number
    of shares did not exceed in any plan year 1% of all then
    outstanding shares of Common Stock.  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.      Item 14.
    Principal
    Accountant Fees and Services.   77




---



##### Table of Contents



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

The following financial statements and reports are filed as part
    of this report under Item 8Financial Statements
    and Supplementary Data:Consolidated Balance Sheets as of April 29, 2009 and
    April 30, 2008Consolidated Statements of Income for the fiscal years ended
    April 29, 2009, April 30, 2008 and May 2, 2007Consolidated Statements of Shareholders Equity for the
    fiscal years ended April 29, 2009, April 30, 2008 and
    May 2, 2007Consolidated Statements of Cash Flows for the fiscal years ended
    April 29, 2009, April 30, 2008 and May 2, 2007Notes to Consolidated Financial StatementsReport of Independent Registered Public Accounting Firm of
    PricewaterhouseCoopers LLP dated June 17, 2009, on the
    Companys consolidated financial statements and financial
    statement schedule filed as a part hereof for the fiscal years
    ended April 29, 2009, April 30, 2008 and May 2,
    2007(2)

The following report and schedule is filed herewith as a part
    hereof:Schedule II (Valuation and Qualifying Accounts and
    Reserves) for the three fiscal years ended April 29, 2009,
    April 30, 2008 and May 2, 2007All 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)

Third Amended and Restated Articles of Incorporation of H. J.
    Heinz Company dated August 21, 2008, are incorporated
    herein by reference to Exhibit 3(i) of the Companys
    Quarterly Report on
    Form 10-Q
    for the quarterly period ended July 30, 2008.3(ii)

The Companys By-Laws, as amended effective
    January 21, 2009, are incorporated herein by reference to
    Exhibit 3.2 of the Companys Current Report on
    Form 8-K
    filed on January 21, 2009.4.

Except as set forth below, there are no instruments with respect
    to long-term unregistered 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 furnish 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)

Three-Year Credit Agreement dated April 29, 2009 among H.
    J. Heinz Company, H. J. Heinz Finance Company, the Banks listed
    on the signature pages thereto and JPMorgan Chase Bank, N.A. as
    Administrative Agent is hereby incorporated by reference to
    Exhibit 10.1 of the Companys Current Report on
    Form 8-K
    dated April 29, 2009. 78




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##### Table of Contents



(c)

364-Day
    Credit Agreement dated April 29, 2009 among H. J. Heinz
    Company, H. J. Heinz Finance Company, the Banks listed on the
    signature pages thereto and JPMorgan Chase Bank, N.A. as
    Administrative Agent is hereby incorporated by reference to
    Exhibit 10.2 of the Companys Current Report on
    Form 8-K
    dated April 29, 2009.(d)

Indenture among H. J. Heinz Company and Union Bank of
    California, N.A. dated as of July 15, 2008.10(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 January 1, 2005, is incorporated herein by
    reference to Exhibit 10(a)(xi) to the Companys Annual
    Report on
    Form 10-Q
    for the period ended July 30, 2008.(ii)

H. J. Heinz Company 1990 Stock Option Plan, as amended and
    restated effective August 13, 2008, is incorporated herein
    by reference to Exhibit 10(a)(v) to the Companys
    Quarterly Report on
    Form 10-Q
    for the period ended July 30, 2008.(iii)

H. J. Heinz Company 1994 Stock Option Plan, as amended and
    restated effective August 13, 2008, is incorporated herein
    by reference to Exhibit 10(a)(vi) to the Companys
    Quarterly Report on
    Form 10-Q
    for the period ended July 30, 2008.(iv)

H. J. Heinz Company Supplemental Executive Retirement Plan, as
    amended and restated effective November 12, 2008, is
    incorporated herein by reference to Exhibit 10(a)(ii) to the
    Companys Quarterly Report on
    Form 10-Q
    for the period ended October 29, 2008.(v)

H. J. Heinz Company Executive Deferred Compensation Plan, as
    amended and restated effective January 1, 2005, is
    incorporated by reference to Exhibit 10(a)(xii) of the
    Companys Quarterly Report on
    Form 10-Q
    for the period ended July 30, 2008.(vi)

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.(vii)

H. J. Heinz Company 1996 Stock Option Plan, as amended and
    restated effective August 13, 2008, is incorporated herein
    by reference to Exhibit 10(a)(vii) to the Companys
    Quarterly Report on
    Form 10-Q
    for the period ended July 30, 2008.(viii)

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.(ix)

H. J. Heinz Company 2000 Stock Option Plan, as amended and
    restated effective August 13, 2008, is incorporated herein
    by reference to Exhibit 10(a)(viii) to the Companys
    Quarterly Report on
    Form 10-Q
    for the period ended July 30, 2008.(x)

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.(xi)

H. J. Heinz Company Senior Executive Incentive Compensation
    Plan, as amended and restated effective January 1, 2008, is
    incorporated herein by reference to Exhibit 10(a)(xiii) to
    the Companys Quarterly Report on
    Form 10-Q
    for the period ending July 30, 2008. 79




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##### Table of Contents



(xii)

Deferred Compensation Plan for Non-Employee Directors of
    H. J. Heinz Company, as amended and restated effective
    January 1, 2005, is incorporated herein by reference to
    Exhibit 10(a)(x) to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended July 30, 2008.(xiii)

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.(xiv)

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.(xv)

Named Executive Officer Compensation(xvi)

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.(xvii)

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.(xviii)

Form of Revised Severance Protection Agreement is incorporated
    herein by reference to Exhibit 10(a)(i) to the
    Companys Quarterly Report on
    Form 10-Q
    for the period ended October 29, 2008.(xix)

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.(xx)

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

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

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

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

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

Third Amended and Restated Fiscal Year 2003 Stock Incentive Plan
    is hereby incorporated herein by reference to
    Exhibit 10(a)(ix) to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended July 30, 2008. 80




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##### Table of Contents



(xxvi)

Third Amended and Restated Global Stock Purchase Plan is hereby
    incorporated herein by reference to Exhibit 10(a)(xiv) to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended July 30, 2008.(xxvii)

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

H. J. Heinz Company Annual Incentive Plan, as amended and
    restated effective January 1, 2008, is hereby incorporated
    herein by reference to Exhibit 10(a)(xv) to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended July 30, 2008.(xxix)

Form of Stock Option Award and Agreement for U.K. Employees on
    International Assignment incorporated herein by reference to
    Exhibit 10(a)(xvii) to the Companys Quarterly Report
    on
    Form 10-Q
    for the quarterly period ended July 30, 2008.(xxx)

Form of Fiscal Year 2008 Restricted Stock Unit Award and
    Agreement (U.S. EmployeesRetention).(xxxi)

Form of Fiscal Year 2009 Restricted Stock Unit Award and
    Agreement (U.S. Employees) is incorporated herein by
    reference to Exhibit 10(a)(i) to the Companys
    Quarterly Report on
    Form 10-Q
    for the quarterly period ended July 30, 2008.(xxxii)

Form of Fiscal Year 2009 Long-Term Performance Program Award
    Agreement (U.S. Employees) is incorporated herein by
    reference to Exhibit 10(a)(iii) to the Companys
    Quarterly Report on
    Form 10-Q
    for the quarterly period ended July 30, 2008.(xxxiii)

Form of Fiscal Year 2009 Long-Term Performance Program Award
    Agreement
    (Non-U.S. Employees)
    is incorporated herein by reference to Exhibit 10(a)(iv) to
    the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended July 30, 2008.(xxxiv)

Form of Fiscal Year
    2010-11
    Long-Term Performance Program Award Agreement
    (U.S. Employees)(xxxv)

Form of Fiscal Year
    2010-11
    Long-Term Performance Program Award Agreement
    (Non-U.S. Employees)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 April 29, 2009, April 30, 2008 and
    May 2, 2007
    (Thousands of Dollars)
  Balance at


Charged to








Balance atbeginning


costs and








end ofDescription

of period


expenses


Deductions


Exchange


periodFiscal year ended April 29, 2009:Reserves deducted in the balance sheet from the assets to which
    they apply:Receivables

$
15,687


$
3,967


$
6,585


$
(1,674
)

$
11,395Fiscal year ended April 30, 2008:Reserves deducted in the balance sheet from the assets to which
    they apply:Receivables

$
14,706


$
2,918


$
3,684


$
1,747


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

$
16,988


$
4,041


$
7,387


$
1,064


$
14,706




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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)

Third Amended and Restated Articles of Incorporation of H.J.
    Heinz Company dated August 21, 2008, are incorporated
    herein by reference to Exhibit 3(i) of the Companys
    Quarterly Report on
    Form 10-Q
    for the quarterly period ended July 30, 2008.3(ii)

The Companys By-Laws, as amended effective
    January 21, 2009, are incorporated herein by reference to
    Exhibit 3.2 of the Companys Current Report on
    Form 8-K
    filed on January 21, 2009.4.

Except as set forth below, there are no instruments with respect
    to long-term unregistered 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 furnish 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)

Three-Year Credit Agreement dated April 29, 2009 among H.
    J. Heinz Company, H.J. Heinz Finance Company, the Banks listed
    on the signature pages thereto and JPMorgan Chase Bank, N.A. as
    Administrative Agent is hereby incorporated by reference to
    Exhibit 10.1 of the Companys Current Report on
    Form 8-K
    dated April 29, 2009.(c)

364-Day
    Credit Agreement dated April 29, 2009 among H. J. Heinz
    Company, H. J. Heinz Finance Company, the Banks listed on the
    signature pages thereto and JPMorgan Chase Bank, N.A. as
    Administrative Agent is hereby incorporated by reference to
    Exhibit 10.2 of the Companys Current Report on
    Form 8-K
    dated April 29, 2009.(d)

Indenture among H.J. Heinz Company and Union Bank of California,
    N.A. dated as of July 15, 2008.10(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 January 1, 2005, is incorporated herein by
    reference to Exhibit 10(a)(xi) to the Companys Annual
    Report on
    Form 10-Q
    for the period ended July 30, 2008.(ii)

H. J. Heinz Company 1990 Stock Option Plan, as amended and
    restated effective August 13, 2008, is incorporated herein
    by reference to Exhibit 10(a)(v) to the Companys
    Quarterly Report on
    Form 10-Q
    for the period ended July 30, 2008.(iii)

H. J. Heinz Company 1994 Stock Option Plan, as amended and
    restated effective August 13, 2008, is incorporated herein
    by reference to Exhibit 10(a)(vi) to the Companys
    Quarterly Report on
    Form 10-Q
    for the period ended July 30, 2008.(iv)

H. J. Heinz Company Supplemental Executive Retirement Plan, as
    amended and restated effective November 12, 2008, is
    incorporated herein by reference to Exhibit 10(a)(ii) to
    the Companys Quarterly Report on
    Form 10-Q
    for the period ended October 29, 2008.




---



##### Table of Contents



Description of Exhibit(v)

H. J. Heinz Company Executive Deferred Compensation Plan, as
    amended and restated effective January 1, 2005, is
    incorporated by reference to Exhibit 10(a)(xii) of the
    Companys Quarterly Report on
    Form 10-Q
    for the period ended July 30, 2008.(vi)

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.(vii)

H. J. Heinz Company 1996 Stock Option Plan, as amended and
    restated effective August 13, 2008, is incorporated herein
    by reference to Exhibit 10(a)(vii) to the Companys
    Quarterly Report on
    Form 10-Q
    for the period ended July 30, 2008.(viii)

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.(ix)

H. J. Heinz Company 2000 Stock Option Plan, as amended and
    restated effective August 13, 2008, is incorporated herein
    by reference to Exhibit 10(a)(viii) to the Companys
    Quarterly Report on
    Form 10-Q
    for the period ended July 30, 2008.(x)

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.(xi)

H. J. Heinz Company Senior Executive Incentive Compensation
    Plan, as amended and restated effective January 1, 2008, is
    incorporated herein by reference to Exhibit 10(a)(xiii) to
    the Companys Quarterly Report on
    Form 10-Q
    for the period ending July 30, 2008.(xii)

Deferred Compensation Plan for Non-Employee Directors of H. J.
    Heinz Company, as amended and restated effective January 1,
    2005, is incorporated herein by reference to
    Exhibit 10(a)(x) to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended July 30, 2008.(xiii)

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.(xiv)

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.(xv)

Named Executive Officer Compensation.(xvi)

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.(xvii)

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.(xviii)

Form of Revised Severance Protection Agreement is incorporated
    herein by reference to Exhibit 10(a)(i) to the
    Companys Quarterly Report on
    Form 10-Q
    for the period ended October 29, 2008.(xix)

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.(xx)

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




---



##### Table of Contents



Description of Exhibit(xxi)

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

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

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

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

Third Amended and Restated Fiscal Year 2003 Stock Incentive Plan
    is hereby incorporated herein by reference to
    Exhibit 10(a)(ix) to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended July 30, 2008.(xxvi)

Third Amended and Restated Global Stock Purchase Plan is hereby
    incorporated herein by reference to Exhibit 10(a)(xiv) to
    the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended July 30, 2008.(xxvii)

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

H. J. Heinz Company Annual Incentive Plan, as amended and
    restated effective January 1, 2008, is hereby incorporated
    herein by reference to Exhibit 10(a)(xv) to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended July 30, 2008.(xxix)

Form of Stock Option Award and Agreement for U.K. Employees on
    International Assignment incorporated herein by reference to
    Exhibit 10(a)(xvii) to the Companys Quarterly Report
    on
    Form 10-Q
    for the quarterly period ended July 30, 2008.(xxx)

Form of Fiscal Year 2008 Restricted Stock Unit Award and
    Agreement (U.S. EmployeesRetention).(xxxi)

Form of Fiscal Year 2009 Restricted Stock Unit Award and
    Agreement (U.S. Employees) is incorporated herein by
    reference to Exhibit 10(a)(i) to the Companys
    Quarterly Report on
    Form 10-Q
    for the quarterly period ended July 30, 2008.(xxxii)

Form of Fiscal Year 2009 Long-Term Performance Program Award
    Agreement (U.S. Employees) is incorporated herein by
    reference to Exhibit 10(a)(iii) to the Companys
    Quarterly Report on
    Form 10-Q
    for the quarterly period ended July 30, 2008.(xxxiii)

Form of Fiscal Year 2009 Long-Term Performance Program Award
    Agreement
    (Non-U.S. Employees)
    is incorporated herein by reference to Exhibit 10(a)(iv) to
    the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended July 30, 2008.(xxxiv)

Form of Fiscal Year
    2010-11
    Long-Term Performance Program Award Agreement
    (U.S. Employees)




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##### Table of Contents



Description of Exhibit(xxxv)

Form of Fiscal Year
    2010-11
    Long-Term Performance Program Award Agreement
    (Non-U.S. Employees)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.