<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549

                                   FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED OCTOBER 29, 2003

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM  _____________ TO  _____________

FOR THE SIX MONTHS ENDED OCTOBER 29, 2003       COMMISSION FILE NUMBER 333-85064

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

<Table>
<S>                                                           <C>
                    PENNSYLVANIA                                  82-0382406
          (State or other jurisdiction of                      (I.R.S. Employer
           incorporation or organization)                     Identification No.)

       600 GRANT STREET, PITTSBURGH, PENNSYLVANIA                    15219
        (Address of Principal Executive Offices)                  (Zip Code)
</Table>

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (412) 456-5700

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
requirements for the past 90 days. Yes  X   No  __

     Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act) Yes  __   No  X

     All of the outstanding shares of the registrant's common stock are owned by
H. J. Heinz Company.
<PAGE>

                         PART I--FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                  H. J. HEINZ FINANCE COMPANY AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF INCOME

<Table>
<Caption>
                                                                   Second Quarter Ended
                                                           ------------------------------------
                                                           October 29, 2003   October 30, 2002
                                                               FY 2004             FY 2003
                                                           ----------------   -----------------
                                                                       (Unaudited)
                                                                      (in thousands)
<S>                                                        <C>                <C>
Sales....................................................      $825,720           $821,813
Cost of products sold....................................       522,540            517,462
                                                               --------           --------
Gross profit.............................................       303,180            304,351
Selling, general and administrative expenses.............       134,601            143,032
Royalty expense to related parties.......................        41,554             40,109
                                                               --------           --------
Operating income.........................................       127,025            121,210
Interest income..........................................         2,371              7,369
Interest expense.........................................        35,706             35,538
Dividends from related parties...........................        30,798             30,798
Currency loss............................................         9,864              1,512
Other income/(expense), net..............................           519             (6,261)
                                                               --------           --------
Income from continuing operations before income taxes and
  minority interest......................................       115,143            116,066
Provision for income taxes...............................        13,359             16,982
                                                               --------           --------
Income from continuing operations before minority
  interest...............................................       101,784             99,084
Minority interest........................................       (81,901)           (69,003)
                                                               --------           --------
Income from continuing operations........................        19,883             30,081
Loss from discontinued operations, net of tax and
  minority interest......................................            --            (10,885)
                                                               --------           --------
Net income...............................................      $ 19,883           $ 19,196
                                                               ========           ========
</Table>

           See notes to condensed consolidated financial statements.
                                        2
<PAGE>

                  H. J. HEINZ FINANCE COMPANY AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF INCOME

<Table>
<Caption>
                                                                     Six Months Ended
                                                           ------------------------------------
                                                           October 29, 2003   October 30, 2002
                                                               FY 2004             FY 2003
                                                           ----------------   -----------------
                                                                       (Unaudited)
                                                                      (in thousands)
<S>                                                        <C>                <C>
Sales....................................................     $1,541,590         $1,511,092
Cost of products sold....................................        976,137            951,675
                                                              ----------         ----------
Gross profit.............................................        565,453            559,417
Selling, general and administrative expenses.............        260,005            272,164
Royalty expense to related parties.......................         77,530             74,581
                                                              ----------         ----------
Operating income.........................................        227,918            212,672
Interest income..........................................          3,771             13,813
Interest expense.........................................         67,301             68,843
Dividends from related parties...........................         61,596             61,596
Currency loss............................................         14,716             23,617
Other expenses, net......................................          3,927             10,498
                                                              ----------         ----------
Income from continuing operations before income taxes and
  minority interest......................................        207,341            185,123
Provision for income taxes...............................         27,740             21,068
                                                              ----------         ----------
Income from continuing operations before minority
  interest...............................................        179,601            164,055
Minority interest........................................       (133,570)          (127,201)
                                                              ----------         ----------
Income from continuing operations........................         46,031             36,854
Loss from discontinued operations, net of tax and
  minority interest......................................             --            (13,404)
                                                              ----------         ----------
Net income...............................................     $   46,031         $   23,450
                                                              ==========         ==========
</Table>

           See notes to condensed consolidated financial statements.
                                        3
<PAGE>

                  H. J. HEINZ FINANCE COMPANY AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
                                                            October 29, 2003    April 30, 2003*
                                                                FY 2004             FY 2003
                                                            ----------------    ---------------
                                                              (Unaudited)
                                                                      (in thousands)
<S>                                                         <C>                 <C>

ASSETS

Current assets:
  Cash and cash equivalents...............................     $  254,134         $  194,266
  Receivables, net........................................        320,727            400,565
  Due from related parties................................         21,618             24,603
  Short-term notes receivable from related parties........        550,414            217,988
  Inventories.............................................        512,066            386,889
  Prepaid expenses and other current assets...............         49,923             29,901
                                                               ----------         ----------
     Total current assets.................................      1,708,882          1,254,212
Property, plant and equipment.............................      1,137,355          1,120,294
Less accumulated depreciation.............................        505,763            482,981
                                                               ----------         ----------
     Total property, plant and equipment, net.............        631,592            637,313
Investments in related parties............................      1,895,245          1,895,245
Goodwill..................................................      1,062,982          1,008,734
Other intangible assets, net..............................        253,128            257,378
Other non-current assets..................................        394,181            512,803
                                                               ----------         ----------
     Total other non-current assets.......................      3,605,536          3,674,160
                                                               ----------         ----------
     Total assets.........................................      5,946,010         $5,565,685
                                                               ==========         ==========
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
  Short-term debt with related parties....................     $  153,621         $   82,716
  Portion of long-term debt due within one year...........            543              1,738
  Accounts payable........................................        227,958            212,751
  Accounts payable to related parties.....................         73,663             98,947
  Accrued interest........................................        101,251             66,170
  Accrued marketing.......................................         84,718             77,353
  Other accrued liabilities...............................         66,563             45,007
                                                               ----------         ----------
     Total current liabilities............................        708,317            584,682
Long-term debt............................................      4,195,682          3,981,145
Long-term debt with related parties.......................        193,156                 --
Deferred income taxes.....................................         14,715             14,511
Other liabilities.........................................          4,566              5,979
                                                               ----------         ----------
     Total long-term debt and other liabilities...........      4,408,119          4,001,635
Minority interest.........................................        591,063            457,493
Mandatorily Redeemable Series A Preferred shares..........             --            325,000
Shareholder's equity:
  Common stock............................................             11                 11
  Additional capital......................................        128,050            128,050
  Retained earnings.......................................        109,669             68,697
  Accumulated other comprehensive gain....................            781                117
                                                               ----------         ----------
     Total shareholder's equity...........................        238,511            196,875
                                                               ----------         ----------
     Total liabilities and shareholder's equity...........     $5,946,010         $5,565,685
                                                               ==========         ==========
</Table>

---------------
* Summarized from audited Fiscal Year 2003 balance sheet.

           See notes to condensed consolidated financial statements.
                                        4
<PAGE>

                  H. J. HEINZ FINANCE COMPANY AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<Table>
<Caption>
                                                                     Six Months Ended
                                                            -----------------------------------
                                                            October 29, 2003   October 30, 2002
                                                                FY 2004            FY 2003
                                                            ----------------   ----------------
                                                                        (Unaudited)
                                                                      (in thousands)
<S>                                                         <C>                <C>
Cash Flows from Operating Activities:
  Net income..............................................     $  46,031          $  23,450
  Adjustments to reconcile net income to cash provided by
     operating activities:
     Depreciation.........................................        28,819             37,359
     Amortization.........................................         5,938              6,532
     Deferred tax (benefit)/provision.....................        (4,666)             2,932
     Minority interest....................................       133,570            187,528
     Currency loss........................................        14,716             23,617
     Other items, net.....................................        (7,001)            11,971
     Changes in current assets and liabilities, excluding
       effects of acquisitions and divestitures:
       Receivables........................................        92,423            160,511
       Inventories........................................      (113,681)           (38,896)
       Due from/to related parties........................       (22,328)            36,756
       Prepaid expenses and other current assets..........       (20,101)           (93,870)
       Accounts payable...................................         7,025             56,083
       Accrued liabilities................................        35,110             66,783
       Income taxes.......................................        30,708             (1,458)
                                                               ---------          ---------

  Cash provided by operating activities...................       226,563            479,298
                                                               ---------          ---------
Cash Flows from Investing Activities:
  Capital expenditures....................................       (19,232)           (31,955)
  Proceeds from disposals of property, plant and
     equipment............................................         1,495              5,153
  Acquisitions, net of cash acquired......................       (61,298)                --
  Other items, net........................................         1,342              3,356
                                                               ---------          ---------
     Cash used for investing activities...................       (77,693)           (23,446)
                                                               ---------          ---------
Cash Flows from Financing Activities:
  Proceeds from long-term debt with related parties.......       185,639                 --
  Payments on long-term debt..............................        (8,058)            (1,673)
  Payments on commercial paper, net.......................            --            (89,142)
  Payments on short-term debt with related parties, net...      (261,524)          (241,414)
  Distributions to minority partners......................            --            (64,844)
  Dividends on preferred shares...........................        (5,059)           (10,116)
  Other items, net........................................            --              1,861
                                                               ---------          ---------
     Cash used for financing activities...................       (89,002)          (405,328)
                                                               ---------          ---------
Net increase in cash and cash equivalents.................        59,868             50,524
Cash and cash equivalents, beginning of period............       194,266              6,924
                                                               ---------          ---------
Cash and cash equivalents, end of period..................     $ 254,134          $  57,448
                                                               =========          =========
</Table>

           See notes to condensed consolidated financial statements.
                                        5
<PAGE>

                  H. J. HEINZ FINANCE COMPANY AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                  (UNAUDITED)

(1)  BASIS OF PRESENTATION

     The U.S. treasury and domestic business operations of H. J. Heinz Company
     ("Heinz") are conducted by H. J. Heinz Finance Company and its wholly-owned
     subsidiaries, and H. J. Heinz Company, L.P. ("Heinz LP") collectively
     referred to as "Heinz Finance" in the accompanying notes. H. J. Heinz
     Finance Company has limited partnership interests in Heinz LP equal to
     approximately 40% of the capital of Heinz L.P.

     Heinz LP owns or leases the operating assets involved in manufacturing
     throughout the United States and manages the business. Heinz LP has two
     classes of limited partnership interests, Class A and Class B, that are
     allocated varying income and cash distributions in accordance with the
     Heinz LP agreement. H. J. Heinz Finance Company, directly and through
     wholly-owned subsidiaries, owns the Class B interests. Heinz directly owns
     the Class A interests. Heinz Management Company, a wholly-owned subsidiary
     of Heinz, is the managing General Partner of Heinz LP and employs the
     salaried personnel of Heinz's domestic operations. Under the partnership
     agreement, Heinz Finance has the power to control the general partner
     through majority membership on Heinz LP's management board. The minority
     interest amounts on the October 29, 2003 and April 30, 2003 balance sheets
     represent the Class A and General Partner limited partnership interest in
     Heinz LP, and have been adjusted for the minority partners' share of income
     and cash distributions.

     The interim condensed consolidated financial statements of Heinz Finance
     are unaudited. In the opinion of management, all adjustments which are of a
     normal and recurring nature, necessary for a fair statement of the results
     of operations of these interim periods have been included. The results for
     the interim periods are not necessarily indicative of the results to be
     expected for the full fiscal year due to the seasonal nature of the
     business of Heinz Finance. Certain prior year amounts have been
     reclassified in order to conform with the Fiscal 2004 presentation. These
     statements should be read in conjunction with Heinz Finance's consolidated
     and combined financial statements and related notes, and management's
     discussion and analysis of financial condition and results of operations
     which appear in Heinz Finance's Annual Report on Form 10-K for the year
     ended April 30, 2003.

     For all Heinz financial reporting and disclosure purposes, H. J. Heinz
     Finance Company and its subsidiaries (including Heinz LP) are treated as
     fully consolidated subsidiaries. All of the assets, liabilities, results of
     operations and cash flows of these entities are included in the Heinz
     consolidated financial statements. All of the intercompany transactions and
     accounts are eliminated within the Heinz consolidated financial statements.
     The preferred shares issued by Heinz Finance are reported in the Heinz
     consolidated financial statements as long-term debt at October 29, 2003 and
     minority interest at April 30, 2003.

(2)  DISCONTINUED OPERATIONS AND SPIN-OFF

     On December 20, 2002, Heinz transferred to a wholly-owned subsidiary ("SKF
     Foods") certain assets and liabilities, including its U.S. pet food and pet
     snacks, U.S. tuna, U.S. retail private label soup and private label gravy,
     College Inn broths and its U.S. infant feeding businesses, and distributed
     all of the shares of SKF Foods common stock on a pro rata basis to its
     shareholders. Immediately thereafter, SKF Foods merged with a wholly-owned
     subsidiary of Del Monte Foods Company ("Del Monte") resulting in SKF Foods
     becoming a wholly-owned subsidiary of Del Monte ("the Merger").

                                        6
<PAGE>

     In accordance with accounting principles generally accepted in the United
     States of America the operating results related to these businesses spun
     off to Del Monte have been treated as discontinued operations in Heinz
     Finance's consolidated statements of income. The discontinued operations
     generated sales of $454.8 million and $803.9 million and a net loss of
     $10.9 million (net of $6.0 million of a tax benefit) and $13.4 million (net
     of $7.7 million of a tax benefit) for the second quarter and six months
     ended October 30, 2002, respectively.

(3)  SPECIAL ITEMS

     REORGANIZATION COSTS

     Heinz Finance recognized reorganization costs of $4.0 million pretax for
     the six months ended October 29, 2003, all of which was recorded in the
     first quarter of Fiscal 2004. These costs were primarily due to employee
     termination and severance costs following last year's spin-off transaction
     with Del Monte, and of this amount, $3.9 million was charged to Heinz
     Finance by Heinz Management Company through a management fee for all
     salaried employee costs. These costs were recognized as a component of
     selling, general and administrative expenses ("SG&A"). For the second
     quarter of Fiscal 2003, Heinz Finance recognized reorganization costs
     totaling $5.4 million pretax, of which $3.5 million was charged to Heinz
     Finance by Heinz Management Company, and $1.9 million was recorded in cost
     of products sold and $3.5 million in SG&A. For the first six months of
     Fiscal 2003, Heinz Finance recognized reorganization costs totaling $11.7
     million pretax, of which $9.8 million was charged to Heinz Finance by Heinz
     Management Company, and $1.9 million was recorded in cost of products sold
     and $9.8 million in SG&A.

     During the first six months of Fiscal 2004, Heinz Finance utilized $16.8
     million of severance and exit cost accruals related to reorganization
     costs. Amounts included in accounts payable to related parties and other
     accrued liabilities related to these initiatives totaled $1.4 million and
     $14.1 million at October 29, 2003 and April 30, 2003, respectively.

(4)  INVENTORIES

     The composition of inventories at the balance sheet dates was as follows:

<Table>
<Caption>
                                                            October 29,    April 30,
(in thousands)                                                 2003          2003
--------------                                              -----------    ---------
<S>                                                         <C>            <C>
Finished goods and work-in-process........................   $325,218      $275,295
Packaging material and ingredients........................    186,848       111,594
                                                             --------      --------
                                                             $512,066      $386,889
                                                             ========      ========
</Table>

(5)  GOODWILL AND OTHER INTANGIBLE ASSETS

     Effective May 2, 2002, Heinz Finance adopted Statement of Financial
     Accounting Standard ("SFAS") No. 142, "Goodwill and Other Intangible
     Assets." Under this standard, goodwill and intangibles with indefinite
     useful lives are no longer amortized. The annual impairment tests are
     performed in the fourth quarter of each fiscal year unless events suggest
     an impairment may have occurred in the interim. No impairment issues were
     identified as a result of adopting SFAS No. 142.

                                        7
<PAGE>

     Changes in the carrying amount of goodwill for the six months ended October
     29, 2003 by reportable segment, are as follows (see Note 9 for information
     on changes to reportable segments):

<Table>
<Caption>
                                                   North
                                                  American
                                                  Consumer      U.S.
(in thousands)                                    Products   Foodservice     Total
--------------                                    --------   -----------   ----------
<S>                                               <C>        <C>           <C>
Balance at April 30, 2003.......................  $844,192    $164,542     $1,008,734
Acquisition.....................................        --      49,381         49,381
Purchase accounting reclassifications...........     4,327         540          4,867
                                                  --------    --------     ----------
Balance at October 29, 2003.....................  $848,519    $214,463     $1,062,982
                                                  ========    ========     ==========
</Table>

     Trademarks and other intangible assets at October 29, 2003 and April 30,
     2003, subject to amortization expense, are as follows:

<Table>
<Caption>
                                October 29, 2003                      April 30, 2003
                       ----------------------------------   ----------------------------------
                                  Accumulated                          Accumulated
(in thousands)          Gross     Amortization     Net       Gross     Amortization     Net
--------------         --------   ------------   --------   --------   ------------   --------
<S>                    <C>        <C>            <C>        <C>        <C>            <C>
Trademarks...........  $ 39,103    $  (2,660)    $ 36,443   $ 39,103    $  (2,051)    $ 37,052
Licenses.............   208,186     (115,561)      92,625    208,186     (112,617)      95,569
Other................    75,907      (42,989)      32,918     75,907      (42,269)      33,638
                       --------    ---------     --------   --------    ---------     --------
                       $323,196    $(161,210)    $161,986   $323,196    $(156,937)    $166,259
                       ========    =========     ========   ========    =========     ========
</Table>

     Amortization expense for trademarks and other intangible assets subject to
     amortization was $4.3 million and $5.4 million for the six months ended
     October 29, 2003 and October 30, 2002, respectively. Based upon the
     amortizable intangible assets recorded on the balance sheet at October 29,
     2003, amortization expense for each of the next five years is estimated to
     be approximately $9.0 million.

     Intangible assets not subject to amortization at October 29, 2003 and April
     30, 2003, were $91.1 million and consisted solely of trademarks.

(6)  TAXES

     The provision for income taxes consists of provisions for federal and state
     income taxes. The low effective tax rate for Heinz Finance occurs because
     the income of Heinz LP that is allocated to minority interest is not
     subject to tax at the Heinz LP level or at Heinz Finance, partially offset
     by the nondeductible interest expense associated with Heinz Finance's
     mandatorily redeemable preferred shares. The effective tax rate will
     fluctuate depending on the proportion of minority interest to total Heinz
     Finance income before tax.

(7)  RECENTLY ISSUED ACCOUNTING STANDARDS

     In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
     Financial Instruments with Characteristics of both Liabilities and Equity."
     This statement affects the classification, measurement and disclosure
     requirements of certain financial instruments, including mandatorily
     redeemable shares. SFAS No. 150 was effective for Heinz Finance for the
     second quarter of Fiscal 2004. The adoption of SFAS No. 150 required the
     prospective classification of Heinz Finance's $325 million of mandatorily
     redeemable preferred shares as long-term debt and the $5.1 million
     preferred dividend from retained earnings to interest expense for the
     second quarter ended October 29, 2003.

(8)  RELATED PARTY TRANSACTIONS

     Employee Costs

     Certain of Heinz's general and administrative expenses are allocated to
     Heinz Finance. These costs primarily include a management charge of all
     salaried employee costs from the Heinz

                                        8
<PAGE>

     Management Company. Total costs charged to Heinz Finance for these
     services, including discontinued operations, were $62.1 million and $81.3
     million for the second quarter ended October 29, 2003 and October 30, 2002,
     respectively, and $125.6 million and $168.2 million for the six months
     ended October 29, 2003 and October 30, 2002, respectively. These costs are
     recorded as cost of products sold or selling, general and administrative
     ("SG&A") expense in the accompanying consolidated statements of income
     depending on the nature of the cost.

     Heinz charges Heinz Finance for its share of group health insurance costs
     for eligible company employees based upon location-specific costs, overall
     insurance costs and loss experience incurred during a calendar year. In
     addition, various other insurance coverages are also provided to Heinz
     Finance through Heinz's corporate programs. Workers compensation, auto,
     property, product liability and other insurance coverages are charged
     directly based on Heinz Finance's loss experience. Amounts charged to Heinz
     Finance for insurance costs, including discontinued operations, were $15.3
     million and $18.0 million for the second quarter ended October 29, 2003 and
     October 30, 2002, respectively, and $33.5 million and $36.2 million for the
     six months ended October 29, 2003 and October 30, 2002, respectively, and
     are recorded in SG&A expense in the accompanying consolidated statements of
     income.

     Pension costs and postretirement costs are also charged to Heinz Finance
     based upon eligible employees participating in the plans.

     Cash Management

     Heinz Finance represents the treasury center for cash management and debt
     financing for all of Heinz's domestic operations. In addition, Heinz
     Finance enters into a number of short-term notes payable with foreign
     wholly-owned subsidiaries of Heinz. As a result of these cash management
     activities, Heinz Finance had $361.8 million and $100.3 million of net
     short-term notes receivable with related parties recorded on the
     consolidated balance sheets as of October 29, 2003 and April 30, 2003,
     respectively. An average interest rate of 1.17% and 1.93% was charged on
     these combined domestic and foreign notes resulting in $1.4 million and
     $4.8 million of net interest income for the second quarter ended October
     29, 2003 and October 30, 2002, respectively, and $2.2 million and $8.7
     million of net interest income for the six months ended October 29, 2003
     and October 30, 2002, respectively.

     In the first quarter of Fiscal 2004, Heinz Finance entered into a long-term
     note payable with a wholly-owned subsidiary of Heinz. The balance was
     $193.2 million as of October 29, 2003, and is reported as long-term debt
     with related parties on the condensed consolidated balance sheet. Interest
     expense on this note totaled $1.7 million and $2.2 million for the second
     quarter and six months ended October 29, 2003, respectively, and was based
     on a fixed interest rate of 4.0%. This note is scheduled to mature in April
     2005.

     At October 29, 2003 and April 30, 2003, short-term notes receivable from
     related parties includes $35.0 million related to a receivable from Heinz.
     This note is classified as short-term given its maturity of April 29, 2004.

     Product Sales and Purchases

     Heinz Finance sells and purchases products and services to and from other
     Heinz affiliates. The results of related party transactions are the $21.6
     million and $24.6 million balances due from related parties as of October
     29, 2003 and April 30, 2003, respectively, and the $73.7 million and $98.9
     million balances for accounts payable to related parties as of October 29,
     2003 and April 30, 2003, respectively. Product sales to related parties
     were $12.3 million and $10.1 million for the second quarter ended October
     29, 2003 and October 30, 2002, respectively, and $22.9 million and $19.9
     million for the six months ended October 29, 2003 and October 30, 2002,
     respectively. Purchases from related parties were $8.4 million and $6.6
     million for the second quarter ended October 29, 2003 and October 30, 2002,
     respectively, and $14.7 million for the six months ended October 29, 2003
     and October 30, 2002.
                                        9
<PAGE>

     Other Related Party Items

     Heinz Finance held $1.9 billion of non-voting, 6.5% cumulative
     non-participating preferred stock of PM Holding, Inc. ("PM Holding"), a
     subsidiary of Heinz. Heinz Finance's preferred stock investment in PM
     Holding was converted to a preferred stock investment in Heinz as a result
     of the merger of PM Holding with and into Heinz during the third quarter of
     Fiscal 2003. The dividends on the preferred stock amounted to $30.8 million
     and $61.6 million for the second quarters and six months ended October 29,
     2003 and October 30, 2002, respectively. This preferred stock investment is
     recorded in the Investments in related parties balance on the condensed
     consolidated balance sheets as of October 29, 2003 and April 30, 2003.

     Heinz Finance paid royalties of $41.6 million and $40.1 million for the
     second quarter ended October 29, 2003 and October 30, 2002, respectively,
     and $77.5 million and $74.6 million for the six months ended October 29,
     2003 and October 30, 2002, respectively, to Promark International, Inc. and
     Promark Brands, Inc., direct subsidiaries of Heinz, for the use of certain
     trademarks.

(9) SEGMENTS

     In the first quarter of Fiscal 2004, Heinz Finance changed its segment
     reporting to reflect changes in organizational structure and management of
     its businesses. Heinz Finance is now managing and reporting its operating
     businesses under two segments, designated North American Consumer Products
     and U.S. Foodservice. Prior periods have been restated to conform with the
     current presentation.

     Descriptions of Heinz Finance's reportable segments are as follows:

     - North American Consumer Products -- This segment manufactures, markets
       and sells ketchup, condiments, sauces, pasta meals, frozen potatoes,
       entrees, snacks and appetizers to the grocery channels in the U.S.

     - U.S. Foodservice -- This segment manufactures, markets and sells branded
       and customized products to commercial and non-commercial food outlets and
       distributors in the U.S. including ketchup, condiments, sauces and frozen
       soups and desserts.

     Heinz Finance's management evaluates performance based on several factors
     including net sales, operating income and the use of capital resources.
     Intersegment revenues are accounted for at current market values. Items
     below the operating income line of the consolidated statements of income
     are not presented by segment, since they are excluded from the measure of
     segment profitability reviewed by Heinz Finance's management.

     The following table presents information about Heinz Finance's reportable
     segments:

<Table>
<Caption>
                                      Net External Sales                    Net External Sales
                              -----------------------------------   -----------------------------------
                                     Second Quarter Ended                    Six Months Ended
                              -----------------------------------   -----------------------------------
                              October 29, 2003   October 30, 2002   October 29, 2003   October 30, 2002
(in thousands)                    FY 2004            FY 2003            FY 2004            FY 2003
--------------                ----------------   ----------------   ----------------   ----------------
<S>                           <C>                <C>                <C>                <C>
North American Consumer
  Products..................      $450,727           $475,973          $  831,842         $  853,969
U.S. Foodservice............       374,993            345,840             709,748            657,123
                                  --------           --------          ----------         ----------
  Consolidated totals.......      $825,720           $821,813          $1,541,590         $1,511,092
                                  ========           ========          ==========         ==========
</Table>

                                        10
<PAGE>

<Table>
<Caption>
                                     Intersegment Revenues                 Intersegment Revenues
                              -----------------------------------   -----------------------------------
                                     Second Quarter Ended                    Six Months Ended
                              -----------------------------------   -----------------------------------
                              October 29, 2003   October 30, 2002   October 29, 2003   October 30, 2002
(in thousands)                    FY 2004            FY 2003            FY 2004            FY 2003
--------------                ----------------   ----------------   ----------------   ----------------
<S>                           <C>                <C>                <C>                <C>
North American Consumer
  Products..................      $10,660            $10,755            $21,320            $20,510
U.S. Foodservice............           --                 --                 --                 --
                                  -------            -------            -------            -------
  Consolidated totals.......      $10,660            $10,755            $21,320            $20,510
                                  =======            =======            =======            =======
</Table>

<Table>
<Caption>
                                  Operating Income (Loss) (b)           Operating Income (Loss) (b)
                              -----------------------------------   -----------------------------------
                                     Second Quarter Ended                    Six Months Ended
                              -----------------------------------   -----------------------------------
                              October 29, 2003   October 30, 2002   October 29, 2003   October 30, 2002
(in thousands)                    FY 2004            FY 2003            FY 2004            FY 2003
--------------                ----------------   ----------------   ----------------   ----------------
<S>                           <C>                <C>                <C>                <C>
North American Consumer
  Products..................      $ 84,147           $ 79,586           $149,805           $141,302
U.S. Foodservice............        43,439             42,401             79,246             72,614
Non-Operating(a)............          (561)              (777)            (1,133)            (1,244)
                                  --------           --------           --------           --------
  Consolidated totals.......      $127,025           $121,210           $227,918           $212,672
                                  ========           ========           ========           ========
</Table>

     --------------------

     (a) Includes charges not directly attributable to operating segments.

     (b) Second Quarter ended October 30, 2002 - Includes Del Monte transaction
         related costs and costs to reduce overhead of the remaining businesses
         recorded on Heinz Finance as well as charged back to Heinz Finance by
         Heinz Management Company as follows: North American Consumer Products
         $4.3 million and U.S. Foodservice $1.1 million.

         Six Months ended October 29, 2003 - Includes costs to reduce overhead
         of the remaining businesses recorded on Heinz Finance as well as
         charged back to Heinz Finance by Heinz Management Company as follows:
         North American Consumer Products $1.5 million and U.S. Foodservice $2.5
         million.

         Six Months ended October 30, 2002 - Includes Del Monte transaction
         related costs and costs to reduce overhead of the remaining businesses
         recorded on Heinz Finance as well as charged back to Heinz Finance by
         Heinz Management Company as follows: North American Consumer Products
         $8.4 million and U.S. Foodservice $3.2 million.

(10)  COMPREHENSIVE INCOME

<Table>
<Caption>
                                    Second Quarter Ended                     Six Months Ended
                            -------------------------------------   -----------------------------------
                            October 29, 2003    October 30, 2002    October 29, 2003   October 30, 2002
(in thousands)                   FY 2004             FY 2003            FY 2004            FY 2003
--------------              -----------------   -----------------   ----------------   ----------------
<S>                         <C>                 <C>                 <C>                <C>
Net income................      $ 19,883             $19,196            $46,031            $ 23,450
Other comprehensive
  income:
  Net deferred
    gains/(losses) on
    derivatives from
    periodic
    revaluations..........        12,237               2,038              7,042              17,811
  Net deferred
    (gains)/losses on
    derivatives
    reclassified to
    earnings..............       (13,007)             (1,668)            (6,378)            (14,874)
                                --------             -------            -------            --------
Comprehensive income......      $ 19,113             $19,566            $46,695            $ 26,387
                                ========             =======            =======            ========
</Table>

(11) DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

     Heinz Finance utilizes certain derivative financial instruments to manage
     its foreign currency, commodity price and interest rate exposures.

                                        11
<PAGE>

     FOREIGN CURRENCY HEDGING: Heinz Finance may hedge specific foreign currency
     cash flows associated with foreign-currency-denominated financial assets
     and liabilities. Derivatives meeting the criteria for hedge accounting are
     designated as cash flow hedges. Consequently, the effective portion of
     gains and losses is deferred as a component of accumulated other
     comprehensive income and is recognized in earnings at the time the hedged
     item affects earnings, in the same line item as the underlying hedged item.

     COMMODITY PRICE HEDGING: Heinz Finance uses commodity futures, swaps and
     option contracts in order to reduce price risk associated with forecasted
     purchases of raw materials such as corn, soybean oil and soybean meal.
     Commodity price risk arises due to factors such as weather conditions,
     government regulations, economic climate and other unforeseen
     circumstances. Derivatives used to hedge forecasted commodity purchases
     that meet the criteria for hedge accounting are designated as cash flow
     hedges.

     INTEREST RATE HEDGING: Heinz Finance uses interest rate swaps to manage
     interest rate exposure. These derivatives may be designated as cash flow
     hedges or fair value hedges depending on the nature of the risk being
     hedged.

     HEDGE INEFFECTIVENESS: Hedge ineffectiveness related to cash flow hedges,
     which is reported in current period earnings as other expenses, net, was
     not significant for the six months ended October 29, 2003, and was a net
     gain of $0.1 million for the six months ended October 30, 2002.

     DEFERRED HEDGING GAINS AND LOSSES: As of October 29, 2003, Heinz Finance is
     hedging forecasted transactions for periods not exceeding two years. During
     the next 12 months, Heinz Finance expects $0.8 million of net deferred gain
     reported in accumulated other comprehensive income to be reclassified to
     earnings.

     OTHER ACTIVITIES: Heinz Finance enters into certain derivative contracts in
     accordance with its risk management strategy that do not meet the criteria
     for hedge accounting. Although these derivatives do not qualify as hedges,
     they have the economic impact of largely mitigating commodity price or
     interest rate exposures. These derivative financial instruments are
     accounted for on a full mark to market basis through current earnings even
     though they were not acquired for trading purposes.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

SPECIAL ITEMS

  DISCONTINUED OPERATIONS

     On December 20, 2002, Heinz transferred to a wholly-owned subsidiary ("SKF
Foods") certain assets and liabilities, including its U.S. pet food and pet
snacks, U.S. tuna, U.S. retail private label soup and private label gravy,
College Inn broths and its U.S. infant feeding businesses, and distributed all
of the shares of SKF Foods common stock on a pro rata basis to its shareholders.
Immediately thereafter, SKF Foods merged with a wholly-owned subsidiary of Del
Monte Foods Company ("Del Monte") resulting in SKF Foods becoming a wholly-owned
subsidiary of Del Monte ("the Merger").

     In accordance with accounting principles generally accepted in the United
States of America, the operating results related to these businesses spun off to
Del Monte have been treated as discontinued operations in Heinz Finance's
consolidated statements of income. The discontinued operations generated sales
of $454.8 million and $803.9 million and a net loss of $10.9 million (net of
$6.0 million of a tax benefit) and $13.4 million (net of $7.7 million of a tax
benefit) for the second quarter and six months ended October 30, 2002,
respectively.

  REORGANIZATION COSTS

     Heinz Finance recognized reorganization costs of $4.0 million pretax for
the six months ended October 29, 2003, all of which was recorded in the first
quarter of Fiscal 2004. These costs were

                                        12
<PAGE>

primarily due to employee termination and severance costs following last year's
spin-off transaction with Del Monte, and of this amount, $3.9 million was
charged to Heinz Finance by Heinz Management Company through a management fee
for all salaried employee costs. These costs were recognized as a component of
selling, general and administrative expenses ("SG&A"). For the second quarter of
Fiscal 2003, Heinz Finance recognized reorganization costs totaling $5.4 million
pretax, of which $3.5 million was charged to Heinz Finance by Heinz Management
Company, and $1.9 million was recorded in cost of products sold and $3.5 million
in SG&A. For the first six months of Fiscal 2003, Heinz Finance recognized
reorganization costs totaling $11.7 million pretax, of which $9.8 million was
charged to Heinz Finance by Heinz Management Company, and $1.9 million was
recorded in cost of products sold and $9.8 million in SG&A.

     During the first six months of Fiscal 2004, Heinz Finance utilized $16.8
million in severance and exit cost accruals related to reorganization costs.

            THREE MONTHS ENDED OCTOBER 29, 2003 AND OCTOBER 30, 2002

     In the first quarter of Fiscal 2004, Heinz Finance changed its segment
reporting to reflect changes in organizational structure and the management of
its business. Heinz Finance is now managing and reporting its operating
businesses under two segments, designated North American Consumer Products and
U.S. Foodservice. Prior periods have been restated to conform with the current
presentation. (See Note 9 to the condensed consolidated financial statements for
further discussion of Heinz Finance's reportable segments).

RESULTS OF CONTINUING OPERATIONS

     Sales for the three months ended October 29, 2003 increased $3.9 million,
or 0.5%, to $825.7 million. Sales were favorably impacted by volume growth of
0.5% and acquisitions, net of divestitures, of 0.8%. Lower pricing decreased
sales 0.9%.

     Gross profit decreased $1.2 million, or 0.4%, to $303.2 million, and the
gross profit margin decreased to 36.7% from 37.0%. Last year's gross profit was
unfavorably impacted by reorganization costs of $1.9 million.

     SG&A decreased $8.4 million, or 5.9%, to $134.6 million, and decreased as a
percentage of sales to 16.3% from 17.4%. For the second quarter of Fiscal 2003,
SG&A was unfavorably impacted by reorganization costs of $3.5 million. Operating
income increased $5.8 million, or 4.8%, to $127.0 million, and operating income
increased as a percentage of sales to 15.4% from 14.7%.

     Net interest expense increased $5.2 million, to $33.3 million, primarily
due to the prospective classification of Heinz Finance's dividend on its
mandatorily redeemable preferred shares to interest expense from retained
earnings in accordance with the adoption of Statement of Financial Accounting
Standard ("SFAS") No. 150 (see below for further discussion). Other expense,
net, decreased $6.8 million, primarily related to increased equity income. There
was a non-cash currency loss of $9.9 million in the current quarter compared to
$1.5 million in the year-earlier quarter related to the marked-to-market
adjustment on Euro-denominated long-term debt. This debt represents a net
investment hedge at the Heinz level. Because Heinz Finance does not have foreign
assets, this marked-to-market adjustment does not qualify for hedge accounting
treatment at Heinz Finance. The effective tax rate for the current quarter was
11.6% compared to 14.6% last year. Heinz Finance's effective tax rate fluctuates
depending on the proportion of its nontaxable minority interest in Heinz LP to
total Heinz Finance income before tax and was also unfavorably impacted by the
nondeductible interest expense associated with Heinz Finance's mandatorily
redeemable preferred shares.

     Income from continuing operations for the second quarter of Fiscal 2004 was
$19.9 million compared to $30.1 million in the year-earlier quarter.

                                        13
<PAGE>

                     OPERATING RESULTS BY BUSINESS SEGMENT

NORTH AMERICAN CONSUMER PRODUCTS

     Sales of the North American Consumer Products segment decreased $26.2
million, or 5.5%. Sales volume increased 0.2% due to significant growth in Heinz
ketchup, EZ Marinader and Classico pasta sauces, partially offset by declines in
SmartOnes frozen entrees related to the increased popularity of low-carb dieting
and the continuing effects of the rationalization of Boston Market side dishes
and Hot Bites snacks. Lower pricing decreased sales 3.6% consistent with our
strategy to obtain a more competitive consumer price point on Boston Market
HomeStyle meals and due to the launch of the Every Day Low Price strategy on
Heinz gravy and Classico pasta sauces. Unfavorable sales mix on SmartOnes frozen
entrees also affected price. Divestitures reduced sales 1.9%.

     Gross profit decreased $10.4 million, or 5.1%, to $192.9 million; however,
the gross profit margin increased slightly to 42.8% from 42.7%, as manufacturing
cost savings offset unfavorable pricing. Operating income increased $4.6
million, or 5.7%, to $84.1 million, primarily due to decreased consumer
marketing expenses related to Boston Market frozen entrees and the prior year
launch of Easy Squeeze!. In addition, reorganization costs unfavorably impacted
last year's operating income by $4.3 million.

U.S. FOODSERVICE

     U.S. Foodservice's sales increased $29.2 million, or 8.4%. Sales volume
increased sales 1.0% primarily due to increases in Heinz ketchup, Escalon
processed tomato products and Dianne's frozen desserts. Higher pricing increased
sales by 3.0% primarily due to Heinz ketchup and single serve condiments.
Acquisitions, net of divestitures, increased sales 4.4%, primarily due to the
acquisition of Truesoups LLC, a manufacturer and marketer of premium frozen
soups.

     Gross profit increased $8.9 million, or 8.8%, to $110.6 million, and the
gross profit margin increased to 29.5% from 29.4%. This increase in gross profit
margin is primarily due to favorable pricing and sales mix. In addition,
reorganization costs unfavorably impacted gross profit by $1.1 million for the
quarter ending October 30, 2002. Operating income increased $1.0 million, or
2.4%, to $43.4 million, primarily due to the increase in gross profit, partially
offset by increased SG&A expense attributable to investment in people and
infrastructure.

             SIX MONTHS ENDED OCTOBER 29, 2003 AND OCTOBER 30, 2002

RESULTS OF CONTINUING OPERATIONS

     Sales for the six months ended October 29, 2003 increased $30.5 million, or
2.0%, to $1.54 billion. Sales were favorably impacted by volume of 2.5% due to
strong increases in both operating segments. Lower pricing decreased sales by
0.6%. Acquisitions, net of divestitures, increased sales 0.1%.

     Gross profit increased $6.0 million, or 1.1%, to $565.5 million; however,
the gross profit margin decreased to 36.7% from 37.0%. For the first six months
of Fiscal 2003, gross profit was impacted by reorganization costs of $1.9
million.

     SG&A decreased $12.2 million, or 4.5%, to $260.0 million, and as a
percentage of sales was reduced to 16.9% from 18.0%. The decreases are primarily
due to decreased marketing expense as well as the impact of reorganization costs
of $4.0 million and $11.7 million for the six months ended October 29, 2003 and
October 30, 2002, respectively, partially offset by the impact of higher sales
volume. Operating income increased $15.2 million, or 7.2%, to $227.9 million,
and increased as a percentage of sales to 14.8% from 14.1%.

     Net interest expense increased $8.5 million, to $63.5 million, primarily
due to the prospective classification of the Heinz Finance's second quarter of
Fiscal 2004 dividend on its mandatorily

                                        14
<PAGE>

redeemable preferred shares to interest expense from retained earnings in
accordance with the adoption of SFAS No. 150 (see below for further discussion).
Other expense, net, decreased $6.6 million, to $3.9 million. There was a
non-cash currency loss of $14.7 million in the current year compared to $23.6
million in the year-earlier period related to the marked-to-market adjustment on
Euro-denominated long-term debt. This debt represents a net investment hedge at
the Heinz level. Because Heinz Finance does not have foreign assets, this
marked-to-market adjustment does not qualify for hedge accounting treatment at
Heinz Finance. The effective tax rate for the current year was 13.4% compared to
11.4% last year. Heinz Finance's effective tax rate fluctuates depending on the
proportion of its nontaxable minority interest in Heinz LP to total Heinz
Finance income before tax and was also unfavorably impacted by the nondeductible
interest expense associated with Heinz Finance's mandatorily redeemable
preferred shares.

     Income from continuing operations for the first six months of Fiscal 2004
was $46.0 million compared to $36.9 million in the year-earlier period.

                     OPERATING RESULTS BY BUSINESS SEGMENT

NORTH AMERICAN CONSUMER PRODUCTS

     Sales of the North American Consumer Products segment decreased $22.1
million, or 2.6%. Sales volume increased 2.1% primarily due to Heinz ketchup,
Classico pasta sauces and EZ Marinader, partially offset by declines in
SmartOnes frozen entrees related to the increased popularity of low-carb
dieting, Ore-Ida frozen potatoes due to growth in private label, and the effects
of the continuing rationalization of Boston Market side dishes and Hot Bites
snacks. Lower pricing decreased sales 3.0% consistent with our strategy to
obtain a more competitive consumer price point on Boston Market HomeStyle meals
and due to the launch of the Every Day Low Price strategy on Heinz gravy and
Classico pasta sauces. Price was also affected by unfavorable sales mix on
SmartOnes frozen entrees and promotional timing related to TGI Fridays, Poppers
and Bagel Bites partially offset by increases in Heinz ketchup due to trade
promotion efficiencies in the current year. Divestitures reduced sales 1.7%.

     Gross profit decreased $13.7 million, or 3.7%, to $359.1 million and, the
gross profit margin decreased to 43.2% from 43.7%, as manufacturing cost savings
were offset by unfavorable pricing. Operating income increased $8.5 million, or
6.0%, to $149.8 million, primarily due to decreased consumer marketing expenses
related to Boston Market frozen entrees and the prior year launch of Easy
Squeeze!. In addition, reorganization costs unfavorably impacted operating
income by $1.5 million and $8.4 million for the six months ending October 29,
2003 and October 30, 2002, respectively.

U.S. FOODSERVICE

     U.S. Foodservice's sales increased $52.6 million, or 8.0%. Sales volume
increased sales 2.9% primarily due to increases in Heinz ketchup, Escalon
processed tomato products, Dianne's frozen desserts and single serve condiments.
Higher pricing increased sales by 2.6% primarily due to Heinz ketchup and single
serve condiments. Acquisitions, net of divestitures, increased sales 2.6%,
primarily due to the acquisition of Truesoups LLC, a manufacturer and marketer
of premium frozen soups.

     Gross profit increased $19.5 million, or 10.4%, to $206.9 million, and the
gross profit margin increased to 29.1% from 28.5%. This increase in gross profit
margin is primarily due to favorable pricing and sales mix. In addition,
reorganization costs unfavorably impacted gross profit by $1.1 million for the
six months ending October 30, 2002. Operating income increased $6.6 million, or
9.1%, to $79.2 million, primarily due to the growth in gross profit partially
offset by increased SG&A expenses. In addition, reorganization costs unfavorably
impacted operating income by $2.5 million and $3.2 million for the six months
ending October 29, 2003 and October 30, 2002, respectively.

                                        15
<PAGE>

LIQUIDITY AND FINANCIAL POSITION

     The following discussion of cash flows includes cash flows from
discontinued operations.

     Cash provided by operating activities decreased to $226.6 million compared
to $479.3 million last year. The decrease in Fiscal 2004 versus Fiscal 2003 is
primarily due to increased working capital primarily due to receivables and
inventories.

     Cash used for investing activities totaled $77.7 million compared to $23.4
million last year. Acquisitions, used $61.3 million in cash in the first six
months of Fiscal 2004. Capital expenditures totaled $19.2 million compared to
$32.0 million last year.

     Cash used for financing activities totaled $89.0 million compared to $405.3
million last year. Payments on short-term borrowings with related parties were
$261.5 million this year, compared to $241.4 million last year. Proceeds from
long-term debt with related parties provided $185.6 million in the current year.
Heinz Finance paid down $8.1 million in long-term debt during the current
period, compared to $1.7 million last year. Payments on commercial paper were
$89.1 million last year. Dividend payments to preferred shareholders totaled
$5.1 million in the current year compared to $10.1 million in the prior year as
a result of the adoption of SFAS No. 150 as previously discussed. Distributions
to minority partners were $64.8 million in the prior year.

     At October 29, 2003, Heinz Finance's external net debt (total external debt
net of the value of interest rate swaps of $176.3 million, less cash and cash
equivalents) was $3.77 billion. Excluding the reclassification of Heinz Finance
Company's preferred stock (see below for further discussion), external net debt
would have been $3.44 billion, down approximately $799.9 million compared to the
year earlier period. Additional net debt reductions are anticipated in Fiscal
2004.

     In September 2003, Heinz, Heinz Finance and a group of domestic and
international banks renewed a 364-day credit agreement at $600 million. That
credit agreement and the $1.5 billion credit agreement that expires in September
2006 support Heinz's and Heinz Finance's commercial paper programs. As of
October 29, 2003, there was no commercial paper outstanding.

     In first six months of Fiscal 2004, the cash used for reorganization costs
was approximately $16.2 million.

     The impact of inflation on both Heinz Finance's financial position and
results of operations is not expected to adversely affect Fiscal 2004 results.
Heinz Finance's financial position continues to remain very strong, enabling it
to meet cash requirements for operations.

RECENTLY ISSUED ACCOUNTING STANDARDS

     In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity". This
statement affects the classification, measurement and disclosure requirements of
certain financial instruments, including mandatorily redeemable shares. SFAS No.
150 was effective for Heinz Finance in the second quarter of Fiscal 2004. The
adoption of SFAS No. 150 required the prospective classification of Heinz
Finance's $325 million of mandatorily redeemable preferred shares to long-term
debt and the $5.1 million quarterly preferred dividend from retained earnings to
interest expense for the second quarter ending October 29, 2003.

     Effective May 2, 2002, Heinz Finance adopted SFAS No. 142, "Goodwill and
Other Intangible Assets." Under this standard, goodwill and intangibles with
indefinite useful lives are no longer amortized. No impairment issues were
identified as a result of adopting SFAS No. 142.

          CAUTIONARY STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION

     Statements about future growth, profitability, costs, expectations, plans,
or objectives included in this report, including the management's discussion and
analysis, the financial statements and footnotes, are forward-looking statements
based on management's estimates, assumptions, and

                                        16
<PAGE>

projections. These forward-looking statements are subject to risks,
uncertainties, and other important factors that could cause actual results to
differ materially from those expressed or implied in this report and the
financial statements and footnotes. These include, but are not limited to,
sales, earnings, and volume growth, general economic, political, and industry
conditions, competitive conditions, production, energy and raw material costs,
the ability to maintain favorable supplier relationships, achieving cost savings
programs and gross margins, currency valuations and interest rate fluctuations,
success of acquisitions, joint ventures, and divestitures, new product and
packaging innovations, the effectiveness of advertising, marketing, and
promotional programs, supply chain efficiency and cash flow initiatives, the
impact of e-commerce and e-procurement, risks inherent in litigation, changes in
estimates in critical accounting judgments, the possibility of increased pension
expense, and other factors described in "Cautionary Statement Relevant to
Forward-Looking Information" in Heinz Finance's Form 10-K for the fiscal year
ended April 30, 2003, and Heinz Finance's subsequent filings with the Securities
and Exchange Commission. The forward-looking statements are and will be based on
management's then current views and assumptions regarding future events and
speak only as of their dates. Heinz Finance undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by the securities
laws.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     There have been no material changes in Heinz Finance's market risk during
the six months ended October 29, 2003. For additional information, refer to
pages 18-19 of Heinz Finance's Annual Report on Form 10-K for the fiscal year
ended April 30, 2003.

ITEM 4.  CONTROLS AND PROCEDURES

     (a) Evaluation of Disclosure Controls and Procedures

     Heinz Finance's management, with participation of Heinz Finance's President
and Chief Financial and Accounting Officer, evaluated the effectiveness of Heinz
Finance's disclosure controls and procedures as of the end of the period covered
by this report. Based on that evaluation, the President and Chief Financial and
Accounting Officer concluded that Heinz Finance's disclosure controls and
procedures, as of the end of the period covered by this report, were designed
and functioning effectively to provide reasonable assurance that the information
required to be disclosed by Heinz Finance in reports filed under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the SEC's rules and forms. Heinz Finance believes that
a controls system, no matter how well designed and operated, cannot provide
absolute assurance that the objectives of the controls system are met, and no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within a company have been detected.

     (b) Changes in Internal Controls

     No change in Heinz Finance's internal control over financial reporting
occurred during Heinz Finance's most recent fiscal quarter that has materially
affected, or is reasonable likely to materially affect, Heinz Finance's internal
control over financial reporting.

                                        17
<PAGE>

                           PART II--OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     Nothing to report under this item.

ITEM 2.  CHANGES IN SECURITIES

     Nothing to report under this item.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     Nothing to report under this item.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The Annual Meeting of Heinz Finance occurred on September 12, 2003 in
Pittsburgh, Pennsylvania. The directors of Heinz Finance were elected as
follows:

<Table>
<Caption>
NAME                                                          CAST FOR   CAST AGAINST   ABSTAIN
----                                                          --------   ------------   -------
<S>                                                           <C>        <C>            <C>
Leonard A. Cullo, Jr.*......................................   12,013          0          196
Laura Stein*................................................   12,013          0          196
Arthur Winkleblack*.........................................   12,013          0          196
Andrew L. Stidd**...........................................    1,433         20          196
</Table>

 *Messrs. Cullo and Winkleblack and Ms. Stein are elected by the combined vote
  of the holders of Heinz Finance's Common Stock and Series A Preferred Stock.

**Mr. Stidd is elected solely by the holders of Heinz Finance's Series A
Preferred Stock.

ITEM 5.  OTHER INFORMATION

     Nothing to report under this Item.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits required to be furnished by Item 601 of Regulation S-K are
     listed below. Heinz Finance has omitted certain exhibits in accordance with
     Item 601(b)(4)(iii)(A) of Regulation S-K. Heinz Finance agrees to furnish
     such documents to the Commission upon request. Documents not designated as
     being incorporated herein by reference are set forth herewith. The
     paragraph numbers correspond to the exhibit numbers designated in Item 601
     of Regulation S-K.

            12.      Computation of Ratios of Earnings to Fixed Charges.

            31(a).   Rule 13a-14(a)/15d-14(a) Certification by the President.

            31(b).  Rule 13a-14(a)/15d-14(a) Certification by the Chief
                    Financial and Accounting Officer.

            32(a).   Certification by the President Relating to a Periodic
                     Report Containing Financial Statements.*

            32(b).   Certification by the Chief Financial and Accounting Officer
                     Relating to a Periodic Report Containing Financial
                     Statements.*

     (b)     No reports on Form 8-K have been filed.

     *        The Exhibit attached to this Form 10-Q shall not be deemed "filed"
              for purposes of Section 18 of the Securities Exchange Act of 1934
              (the "Exchange Act") or otherwise subject to liability under the
              section, nor shall it be deemed incorporated by reference in any
              filing under the Securities Act of 1933, as amended, or the
              Exchange Act, except as expressly set forth by specific reference
              in such filing.

                                        18
<PAGE>

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                          H. J. HEINZ FINANCE COMPANY
                                            (Registrant)

Date: December 8, 2003
                                          By:   /s/ LEONARD A. CULLO, JR.
                                      ..........................................

                                                   Leonard A. Cullo, Jr.
                                                   Director and President

                                          By:   /s/ ARTHUR B. WINKLEBLACK
                                      ..........................................

                                                   Arthur B. Winkleblack
                                                 Director, Vice President,
                                               Chief Financial and Accounting
                                                           Officer
                                               (Principal Financial Officer)

                                        19
<PAGE>

                                 EXHIBIT INDEX

                             DESCRIPTION OF EXHIBIT

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

        12. Computation of Ratios of Earnings to Fixed Charges.

        31(a). Rule 13a-14(a)/15d-14(a) Certification of the President.

        31(b). Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial and
               Accounting Officer.

        32(a). Certification by the President Relating to a Periodic Report
               Containing Financial Statements.*

        32(b). Certification by the Chief Financial and Accounting Officer
               Relating to a Periodic Report Containing Financial Statements.*

* The Exhibit attached to this Form 10-Q shall not be deemed "filed" for
  purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange
  Act") or otherwise subject to liability under that section, nor shall it be
  deemed incorporated by reference in any filing under the Securities Act of
  1933, as amended, or the Exchange Act, except as expressly set forth by
  specific reference in such filing.