<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K

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

     For the fiscal year ended April 27, 2005

                                       or

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

      For the transition period from  _______ to  _______

Commission File Number 333-85064

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

<Table>
<S>                                              <C>
                   DELAWARE                                        82-0382406
           (State of Incorporation)                   (I.R.S. Employer Identification No.)

  600 GRANT STREET, PITTSBURGH, PENNSYLVANIA                          15219
   (Address of principal executive offices)                        (Zip Code)
</Table>

                                  412-456-5700
                        (Registrant's telephone number)

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                     None.

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                     None.

     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
filing requirements for the past 90 days.  Yes X  No  _

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [X]

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

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

                      DOCUMENTS INCORPORATED BY REFERENCE

                                      None
<PAGE>

                                     PART I

ITEM 1.  BUSINESS.

GENERAL

     H. J. Heinz Finance Company has been a direct or indirect subsidiary of
H.J. Heinz Company ("Heinz") since 1983. H. J. Heinz Finance Company and its
subsidiaries, collectively referred to as "Heinz Finance" (or "HFC"), had no
significant operating history until Heinz completed a corporate reorganization
in the United States on May 3, 2001. The reorganization was designed to simplify
Heinz's U.S. corporate structure, consolidate operations and establish centers
of excellence for the management of the U.S. trademarks and for U.S. treasury
functions. As a result of the reorganization, all of the U.S. business
operations that had historically been conducted by Heinz through its Heinz USA
division and eight subsidiary corporations are now conducted by Heinz Finance.

     Since May 3, 2001, we have been engaged in the business of acquiring,
holding and financing equity and debt investments in subsidiaries of Heinz that
own and operate Heinz's U.S. businesses, which manufacture, market, distribute
and sell food in the United States. Our most significant asset is our ownership
interests in H. J. Heinz Company, L.P. ("Heinz LP"), a Delaware limited
partnership formed on October 9, 2000. Heinz LP has two classes of limited
partnership interests. Heinz directly owns the Class A interests in Heinz LP.
Heinz Finance, directly and through wholly-owned subsidiaries, owns the Class B
interests in Heinz LP. Heinz Management Company ("HMC") is the managing general
partner of Heinz LP and employs its salaried personnel. Heinz LP reimburses HMC
for all its management costs.

DESCRIPTION OF THE BUSINESS

     We conduct our food business through two segments, North American Consumer
Products and U.S. Foodservice. Segment information is set forth in this report
on pages 39 through 41 in Note 16, "Segment Data" in Item 8 -- "Financial
Statements and Supplementary Data."

  PRODUCTS AND MARKETS

     Our products are manufactured and packaged to provide safe, wholesome foods
for consumers, foodservice and institutional customers. Many products are
prepared from recipes developed in our research laboratories and experimental
kitchens. Ingredients are carefully selected, washed, trimmed, inspected and
passed on to modern factory kitchens where they are processed, after which the
intermediate product is filled automatically into containers of glass, metal,
plastic, paper or fiberboard which are then closed. Products are processed by
sterilization, homogenization, chilling, freezing, pickling, drying, freeze
drying, baking or extruding, then labeled and cased for market. We manufacture
and contract for the manufacture of our products from a wide variety of raw
foods. Pre-season contracts are made with farmers for a portion of raw materials
such as tomatoes, cucumbers, potatoes, onions and some other fruits and
vegetables. Dairy products, meat, sugar, spices, flour and certain other fruits
and vegetables are generally purchased on the open market.

                                        2
<PAGE>

     The primary brands and products marketed and sold by us include, by
segment, the following:

<Table>
        <S>                                         <C>
        North American
          Consumer Products.......................  Heinz tomato ketchup, mustard and sauces
                                                    Heinz Easy Squeeze! ketchup
                                                    E-Z Squirt kids' condiment
                                                    Classico pasta sauce
                                                    Yoshida sauces
                                                    Bell'Orto and Bella Rossa tomato products
                                                    Jack Daniels* sauces
                                                    Wyler's bouillon and soups
                                                    Ore-Ida potato products
                                                    Tater Tots potato products
                                                    Bagel Bites snacks
                                                    Boston Market* HomeStyle meals
                                                    Smart Ones meals
                                                    Weight Watchers* meals
                                                    Hot Bites snacks
                                                    Poppers appetizers
                                                    T.G.I. Friday's* appetizers
                                                    Delimex snacks
        U.S. Foodservice..........................  Chef Francisco and Quality Chef soups
                                                    Dianne's desserts
                                                    Truesoups soups
                                                    Alden Merrell desserts
                                                    Escalon tomato products
                                                    PPI single serve sauces and condiments
                                                    Todd's soups and sauces
</Table>

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

* Used under license from unrelated parties.

TRADEMARKS, PATENTS AND LICENSES

     We own or license the trademarks used in connection with our products from
related and unrelated parties. Our most significant trademarks are "Heinz",
"Smart Ones" and "Ore-Ida" which we license from a related party. The trademarks
that we license from unrelated parties are under long-term contracts and are
important to our business although they are individually immaterial.

     We have participated in the development of certain food processing
equipment, some of which is patented. We regard these patents as important but
do not consider any one or group of them to be materially important to our
business as a whole.

COMPETITION

     Our products are sold under highly competitive conditions, with many large
and small competitors. We regard our principal competition to be other
manufacturers of processed foods, including branded, retail products,
foodservice products and private label products, that compete with us for
consumer preference, distribution, shelf space and merchandising support. We
compete primarily on the basis of product quality, brand recognition, brand
loyalty and consumer value.

CUSTOMERS

     Our products are sold through our own sales force and through independent
brokers, agents and distributors to chain, wholesale, cooperative and
independent grocery accounts, pharmacies, mass merchants, club stores,
foodservice distributors and institutions, including hotels, restaurants,
hospitals, health-care facilities and certain government agencies.

                                        3
<PAGE>

     For Fiscal 2005, one customer, Wal-Mart Stores, Inc., represented more than
10% of our sales. We closely monitor the credit risk associated with our
customers and to date have never experienced significant losses.

PROPERTIES

     We operate 26 factories involved in manufacturing our products. We own 22
of these factories and lease the remaining four factories. We also own or lease
office space, warehouses, distribution centers and research and other
facilities. Our food processing plants and principal properties are in good
condition and are satisfactory for the purposes for which they are being
utilized.

EMPLOYEES

     On a full-time basis, as of April 27, 2005, approximately 10,300 people
were employed as part of our business.

REGULATORY

     Compliance with the provisions of national, state and local environmental
laws and regulations has not had a material effect upon our capital
expenditures, earnings or competitive position. Our estimated capital
expenditures for environmental control facilities for the remainder of Fiscal
Year 2006 and the succeeding fiscal year are not material and are not expected
to materially affect either our earnings or competitive position.

     Our factories are subject to inspections by various governmental agencies,
including the United States Department of Agriculture and the Occupational
Safety and Health Administration, and our products must comply with all the
applicable laws, including food and drug laws, such as the Federal Food and
Cosmetic Act of 1938, as amended, and the Federal Fair Packaging or Labeling Act
of 1966, as amended, of the jurisdictions in which they are manufactured and
marketed.

LEGAL PROCEEDINGS

     Certain suits and claims have been filed against Heinz Finance and have not
been finally adjudicated. These suits and claims when finally concluded and
determined, in the opinion of management, based upon the information that it
presently possesses, will not have a material adverse effect on Heinz Finance's
consolidated financial position, results of operations or liquidity.

          CAUTIONARY STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION

     The Private Securities Litigation Reform Act of 1995 (the "Act") provides a
safe harbor for forward-looking statements made by or on behalf of Heinz
Finance. Heinz Finance and its representatives may from time to time make
written or oral forward-looking statements, including statements contained in
Heinz Finance's filings with the Securities and Exchange Commission. These
forward-looking statements are based on management's views and assumptions of
future events and financial performance. The words or phrases "will likely
result," "are expected to," "will continue," "is anticipated," "should,"
"estimate," "project," "target," "goal," "outlook" or similar expressions
identify "forward-looking statements" within the meaning of the Act.

     In order to comply with the terms of the safe harbor, Heinz Finance notes
that a variety of factors could cause Heinz Finance's actual results and
experience to differ materially from the anticipated results or other
expectations expressed in Heinz Finance's forward-looking statements. These
forward-looking statements are uncertain. The risks and uncertainties that may
affect operations and

                                        4
<PAGE>

financial performance and other activities, some of which may be beyond the
control of Heinz Finance, include the following:

     - Changes in laws and regulations, including changes in food and drug laws,
       accounting standards, taxation requirements (including tax rate changes,
       new tax laws and revised tax law interpretations) and environmental laws;

     - Competitive product and pricing pressures and Heinz Finance's ability to
       gain or maintain share of sales as a result of actions by competitors and
       others;

     - Fluctuations in the cost and availability of raw materials, and the
       ability to maintain favorable supplier arrangements and relationships;

     - The impact of higher energy costs and other factors affecting the cost of
       producing, transporting and distributing Heinz Finance's products;

     - Heinz Finance's ability to generate sufficient cash flows to support
       capital expenditures, interest and debt principal repayment and general
       operating activities;

     - The inherent risks in the marketplace associated with new product or
       packaging introductions, including uncertainties about trade and consumer
       acceptance, as well as changes in consumer preference and the ability to
       anticipate and respond to consumer trends;

     - Heinz Finance's ability to achieve sales and earnings forecasts, which
       are based on assumptions and the ability to anticipate and respond to
       consumer trends about sales volume, product mix and other items;

     - Heinz Finance's ability to integrate acquisitions and joint ventures into
       its existing operations, the availability of new acquisition and joint
       venture opportunities and the success of acquisitions, joint ventures,
       divestitures and other business combinations;

     - Heinz Finance's ability to achieve its cost savings objectives, including
       any restructuring programs, strategic initiatives, working capital
       initiatives or other programs;

     - The possibility of increased pension expense resulting from declines in
       stock market returns and cost increases for medical benefits;

     - The effect of any recalls of products;

     - Changes in estimates in critical accounting judgments;

     - Interest rate fluctuations and other capital market conditions;

     - The effectiveness of Heinz Finance's advertising, marketing and
       promotional programs;

     - Weather conditions, which could impact demand for Heinz Finance's
       products and the supply and cost of raw materials;

     - The impact of supply chain efficiency and cash flow initiatives;

     - Potential impairment of investments;

     - Risks inherent in litigation;

     - Heinz Finance's ability to maintain its profit margin in the face of a
       consolidating retail environment and large global customers;

     - The impact of U.S. industry conditions, including the effect of the
       economic downturn in the food industry; and

     - Heinz Finance's ability to offset the reduction in volume and revenue
       resulting from participation in categories experiencing declining
       consumption rates.

                                        5
<PAGE>

     The foregoing list of important factors is not exclusive. The
forward-looking statements are and will be based on management's then current
views and assumptions regarding future events and operating performance 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
law.

ITEM 2.  PROPERTIES.

     See Item 1.

ITEM 3.  LEGAL PROCEEDINGS.

     None.

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

     Heinz Finance did not submit any matters to a vote of security holders
during the fourth quarter of Fiscal 2005.

                                        6
<PAGE>

               DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Our Board of Directors is composed of four members, one of whom is an
Independent Director. By "Independent Director" we mean a director who is not a
current officer or employee of Heinz Finance, Heinz or any affiliate of Heinz or
of any other person or persons that, in the aggregate, own or owns more than 50%
of the outstanding common stock of Heinz Finance, Heinz, or any affiliate of
Heinz, and who is elected by holders of Heinz Finance's outstanding Series A
Preferred Shares and the holders of any Heinz Finance stock expressly being
designated by us as being at parity with the Series A Preferred Shares, "Parity
Securities," with like voting rights, collectively, the "Voting Parity
Securities." Andrew L. Stidd, the initial and current Independent Director, was
named in the Certificate of Designation for the Series A Preferred Shares.

     Our directors will serve until resignation or removal. There is no current
intention to alter the number of directors comprising the Board of Directors,
and our Bylaws provide that the Board of Directors may not comprise more than
nine members.

     Our directors and executive officers are:

<Table>
<Caption>
                                                              Positions and Offices Held with
                                                                Heinz Finance and Principal
                                                                 Occupations or Employment
Name                          Age     Director Since            During the Past Five Years
----                          ---     --------------          -------------------------------
<S>                           <C>   <C>                  <C>
Leonard A. Cullo, Jr. ......  47    September 14, 2000   Director; President since June 14, 2001.
                                                         Vice President -- Treasurer of Heinz
                                                         since August 2000, attorney at Heinz from
                                                         1991 to August 2000, last serving as
                                                         Assistant General Counsel.
Edward J. McMenamin.........  48    January 13, 2005     Director; Vice President and Chief
                                                         Accounting Officer since January 7, 2004.
                                                         Senior Vice President -- Finance of Heinz
                                                         since August 2004. Vice President --
                                                         Finance of Heinz from June 2001 to August
                                                         2004. Vice President Finance and Chief
                                                         Financial Officer of Heinz North America
                                                         from May 2000 to June 2001.
Andrew L. Stidd.............  48    July 6, 2001         Director, President and Chief Operating
                                                         Officer of Global Securitization
                                                         Services, LLC (owns and administers
                                                         special purpose vehicles established in
                                                         connection with structured finance
                                                         transactions) since December 1996.
Arthur B. Winkleblack.......  48    January 8, 2002      Director, Vice President and Chief
                                                         Financial Officer since January 2002.
                                                         Executive Vice President and Chief
                                                         Financial Officer of Heinz since January
                                                         2002; Acting Chief Operating Officer --
                                                         Perform.com and Chief Executive
                                                         Officer -- Freeride.com at Indigo Capital
                                                         (1999-2001).
</Table>

     Each director, other than the Independent Director, is an officer or
employee of Heinz.

COMPENSATION OF DIRECTORS

     The Independent Director (and any subsequent additional Independent
Director) receives annual compensation of $3,500 plus reimbursement of expenses
for attendance at each meeting of the Board of Directors. We do not pay fees to
directors who are not Independent Directors.

                                        7
<PAGE>

                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
         ISSUER PURCHASES FOR EQUITY SECURITIES.

     All of the outstanding common shares of Heinz Finance are owned by Heinz.

ITEM 6.  SELECTED FINANCIAL DATA.

     The following table presents selected consolidated and combined financial
data for Heinz Finance and its predecessor, which consisted of Heinz's U.S.
business operations (the "U.S. Group"), for each of the five fiscal years 2001
through 2005. All amounts are in thousands.

<Table>
<Caption>
                                          April 28,     April 30,
                            April 27,     2004 (52      2003 (52
                             2005 (52      Weeks)        Weeks)      May 1, 2002   May 2, 2001
                              Weeks)     (Restated)*   (Restated)*   (52 Weeks)    (52 Weeks)
                            ----------   -----------   -----------   -----------   -----------
<S>                         <C>          <C>           <C>           <C>           <C>
Sales.....................  $3,431,404   $3,214,091    $3,162,335    $2,833,517    $2,806,020
Interest expense..........    158,587       135,690       146,492       142,920        20,712
Income from continuing
  operations before
  cumulative effect of
  accounting changes......     60,503        79,422        36,591       109,421       277,271
Short-term debt with
  related parties and
  current portion of long-
  term debt...............    617,262       638,072        84,454       583,514        29,833
Long-term debt, exclusive
  of current
  portion(1)(2)...........  3,857,138     3,795,269     3,981,145     3,935,925        23,932
Preferred stock(2)........         --            --       325,000       325,000            --
Total assets..............  6,189,449     5,853,621     5,565,685     7,484,449     5,601,491
</Table>

     (1) Long-term debt, exclusive of current portion, includes $186.1 million,
         $125.3 million, $294.8 million and $23.6 million of hedge accounting
         adjustments associated with interest rate swaps at April 27, 2005,
         April 28, 2004, April 30, 2003 and May 1, 2002, respectively. There
         were no interest rate swaps at May 2, 2001.

     (2) Long-term debt, exclusive of current portion, and preferred stock
         reflects the prospective classification of Heinz Finance Company's $325
         million of mandatorily redeemable preferred shares to long-term debt
         beginning in the second quarter of Fiscal 2004 as a result of the
         adoption of Statement of Financial Accounting Standards ("SFAS") No.
         150.

       * See a discussion of the restatement on pages 26 and 27 in Note No. 2,
         "Restatement of Previously Issued Financial Statements" in Item
         8 -- "Financial Statements and Supplementary Data."

     Fiscal 2005 results from continuing operations include a $64.5 million
non-cash impairment charge for the Company's equity investment in The Hain
Celestial Group, Inc. ("Hain").

     Fiscal 2004 results from continuing operations include costs of $8.7
million pretax, primarily due to employee termination and severance costs
related to ongoing efforts to reduce overhead costs, of which $8.6 million
pretax was charged to Heinz Finance by Heinz Management Company.

     Fiscal 2003 results from continuing operations include costs related to the
Del Monte transaction and costs to reduce overhead of the remaining businesses
totaling $89.5 million pretax, of which $34.2 million pretax was charged to
Heinz Finance by Heinz Management Company. These include employee termination
and severance costs, legal and other professional service costs and costs
related to the early extinguishment of debt.
                                        8
<PAGE>

     Fiscal 2002 results from continuing operations include a net restructuring
benefit of $1.1 million pretax related to the Streamline initiative.

     Fiscal 2001 results from continuing operations include restructuring and
implementation costs of $15.3 million pretax relating to the Streamline
initiative and net restructuring and implementation costs of $37.1 million
pretax for Operation Excel. Results also include a loss of $94.6 million pretax
on the sale of The All American Gourmet business and acquisition costs of $18.5
million pretax.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

SPECIAL ITEMS

  ASSET IMPAIRMENTS

     Heinz Finance holds an equity investment in The Hain Celestial Group, Inc.
("Hain"), a natural, specialty and snack food company. Hain shares traded at
less than 80% of Heinz Finance's carrying value since late January 2004. Due to
the length of time and the amount that Hain stock traded below Heinz Finance's
basis, Heinz Finance determined that the decline was other-than-temporary as
defined by the Accounting Principles Board Opinion No. 18 and as a result,
recognized a $64.5 million non-cash impairment charge during the third quarter
of Fiscal 2005. The charge reduced Heinz Finance's carrying value in Hain to
fair market value as of January 26, 2005, with no resulting impact on cash
flows. Heinz Finance currently owns approximately six million shares of Hain
stock, with a book value of approximately $20.00 per share as of April 27, 2005.
In the future, should the market value of Hain common stock decline and remain
below current market value for a substantial time, Heinz Finance could be
required to record additional write-downs of its investment in Hain.

  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.

     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. Net income from discontinued operations for
the year ended April 27, 2005 was $4.7 million and reflects the favorable
settlement of tax liabilities related to the businesses spun-off to Del Monte on
December 20, 2002. The discontinued operations generated sales of $1,052.6
million and a net loss of $23.3 million (net of $13.8 million of a tax benefit)
for Fiscal 2003.

  REORGANIZATION COSTS

     Heinz Finance recognized reorganization costs of $8.7 million pretax in
Fiscal 2004. These costs were recorded as a component of Selling, General and
Administrative expense ("SG&A") and were primarily due to employee termination
and severance costs. Also, of this amount, $8.6 million was charged to Heinz
Finance by Heinz Management Company through a management fee for all salaried
employee costs. Management estimates that these actions impacted approximately
80 employees.

     In Fiscal 2003, Del Monte transaction costs and costs to reduce overhead of
the remaining business totaled $55.3 million pretax. In addition, during Fiscal
2003, Heinz Management Company recognized Del Monte transaction costs and costs
to reduce overhead of the remaining business totaling $34.2 million pretax.
These costs were then charged to Heinz Finance through the management fee
charged to Heinz Finance by Heinz Management Company for all salaried employee
costs.
                                        9
<PAGE>

These total charges of $89.5 million pretax were comprised of $39.6 million
related to the early retirement of debt, $24.4 million in employee termination
and severance costs, $14.7 million for legal, professional and other related
costs, and $10.8 million of non-cash write-offs. Of this amount, $6.0 million
was included in cost of products sold, $44.0 million in SG&A, and $39.6 million
in other expenses, net. Management estimates that these actions impacted
approximately 200 employees, excluding those who were transferred to Del Monte.

     During Fiscal 2005, Heinz Finance utilized $5.0 million in severance and
exit cost accruals related to reorganization costs.

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

     On July 20, 2005, the Board of Directors of HFC, after discussions with its
registered public accountant, PricewaterhouseCoopers LLP, decided to restate its
consolidated balance sheets as of April 28, 2004 and April 30, 2003, and the
consolidated statements of income, shareholder's equity and cash flows for the
years ended April 28, 2004 and April 30, 2003. These restatement adjustments
have no impact on the consolidated financial statements of Heinz. Furthermore,
these adjustments have no impact on the operating income or cash flows from
operations of HFC, and only affect the minority interest of Heinz in HFC. In
addition, the restatement impacts HFC's first, second and third quarters of
Fiscal 2005 and all interim periods in Fiscal 2004. These restated amounts for
the fiscal years ended April 28, 2004 and April 30, 2003 as well as the impact
thereof on the first three quarters of Fiscal 2005 and all interim periods in
Fiscal 2004 are presented in Item 8 -- "Financial Statements and Supplementary
Data".

     The restatement is a result of the incorrect application of an intercompany
royalty agreement between Heinz LP and Trademark Management Company ("TMC"),
subsidiaries of H. J. Heinz Finance Company. This incorrect application of the
intercompany agreement resulted in an understatement of net income for Heinz LP
and an overstatement of the net income for TMC. Because both Heinz LP and TMC
are within the HFC consolidation, such royalty is eliminated and has no impact
on HFC's consolidated "income before income taxes and minority interest".
However, minority interest, which represents Heinz's interest in Heinz LP, was
understated. In addition, as a result of the overstatement of net income for
TMC, the provision for income taxes was overstated.

     Also, see our disclosure under Item 9A.(b), relating to a change in our
internal control over financial reporting that resulted in the identification of
the need to restate the financial statements identified above, is incorporated
herein by reference. Readers should only rely on the restated financial
statements for the fiscal years ended April 28, 2004 and April 30, 2003 and the
restated financial data for the interim periods during the 2004 and 2005 fiscal
years as presented in this Annual Report on Form 10-K for the fiscal year ended
April 27, 2005 and not those financial statements included in the previously
filed Annual Reports on Form 10-K and interim reports on Form 10-Q for those
periods.

     Throughout Management's Discussion and Analysis of Financial Condition and
Results of Operations, all referenced amounts for prior periods and prior period
comparisons reflect the balances and amounts on a restated basis.

RESULTS OF CONTINUING OPERATIONS

  FISCAL YEARS ENDED APRIL 27, 2005 AND APRIL 28, 2004

     Sales for Fiscal 2005 increased $217.3 million, or 6.8%, to $3.43 billion.
Sales volume increased 5.1% due primarily to strong increases in the North
American Consumer Products segment, driven by increases in frozen potatoes,
entrees and snacks and increases in the U.S. Foodservice segment driven by
increased sales of frozen soup, tomato products and Heinz ketchup. Pricing
increased 2.3% as a result of reduced trade spending and decreased product
placement fees in the North American Consumer Products segment and price
increases initiated in the U.S. Foodservice segment to offset fuel and commodity
cost pressures. Divestitures, net of acquisitions, reduced sales 0.6%.
                                        10
<PAGE>

     Gross profit increased $121.1 million, or 10.4%, to $1.28 billion, and the
gross profit margin increased to 37.4% from 36.2%. The gross profit margin
increase was primarily a result of favorable pricing, partially offset by
increases in commodity costs. The 10.4% increase in gross profit was primarily a
result of higher volume.

     SG&A increased $60.5 million, or 11.2%, to $603.0 million, and increased as
a percentage of sales to 17.6% from 16.9%. This increase is primarily a result
of increased selling and distribution costs, reflecting the sales volume
increase and higher fuel and trucking costs. Last year's SG&A was unfavorably
impacted by reorganization costs totaling $8.7 million. Operating income
increased $29.3 million, or 6.3%, to $494.0 million, while operating income
decreased as a percentage of sales to 14.4% from 14.5%. The 6.3% increase was a
result of the changes noted above, partially offset by increased royalty expense
to related parties.

     Total marketing support (recorded as a reduction of revenue or as a
component of SG&A) decreased $56.5 million, or 7.7%, to $679.1 million on a
sales increase of 6.8%. Marketing support recorded as a reduction of revenue,
typically deals and allowances, decreased $53.6 million, or 8.1%, to $609.8
million primarily due to reduced trade spending and decreased product placement
fees on SmartOnes frozen entrees and Ore-Ida potatoes as well as declines
related to Classico pasta sauces and Heinz ketchup. Marketing support recorded
as a component of SG&A decreased $2.9 million, or 4.1%, to $69.4 million.

     Net interest expense increased $8.9 million, to $136.1 million. Net
interest expense was unfavorably impacted by the adoption of SFAS No. 150 (see
below for further discussion) beginning in the second quarter of Fiscal 2004.
The unfavorable impact on net interest expense related to the adoption of SFAS
No. 150, higher interest rates during Fiscal 2005 and higher average short-term
related party debt balances was largely offset by lower average external debt
balances and higher interest income resulting from increased average cash
balances and short-term notes receivable from related parties. The year was also
unfavorably impacted by the $64.5 million non-cash impairment discussed
previously. There was a non-cash currency loss of $51.2 million in the current
year compared to $21.2 million in the prior year related to the marked-to-market
adjustment on Euro-denominated long-term debt, which matured on January 5, 2005.
This debt represents a net investment hedge at the Heinz level. Because Heinz
Finance does not have foreign operations, this marked-to-market adjustment does
not qualify for net investment hedge accounting treatment at Heinz Finance.
Other expenses, net, increased $7.2 million primarily due to reduced gains on
commodity contract hedges in the current year.

     The effective tax rate for the current period was 12.1% compared to 12.7%
last year. The decrease in the effective tax rate is primarily attributable to
an increase in minority interest as a percentage of net profit before tax.

     Income from continuing operations for Fiscal 2005 was $60.5 million
compared to $79.4 million in Fiscal 2004.

               FISCAL 2005 OPERATING RESULTS BY BUSINESS SEGMENT

NORTH AMERICAN CONSUMER PRODUCTS

     Sales of the North American Consumer Products segment increased $134.9
million, or 7.6%, to $1.91 billion. Sales volume increased 6.5% due to
significant growth in Ore-Ida frozen potatoes and SmartOnes frozen entrees,
aided by the introduction of Ore-Ida Extra Crispy Potatoes, new microwavable
Easy Fries, and several new SmartOnes frozen entrees. Strong performance in
Boston Market HomeStyle meals and in the frozen snack brands of Delimex, Bagel
Bites and TGI Friday's, as well as new distribution related to a co-packing
agreement also contributed to the volume increase. Pricing increased sales 3.0%
largely due to reduced trade spending and decreased product placement fees on
SmartOnes frozen entrees and Ore-Ida potatoes as well as increased price related
to Classico

                                        11
<PAGE>

pasta sauces and Heinz ketchup. Divestitures reduced sales 1.9% due to the sale
of Ethnic Gourmet Food and Rosetto pasta to Hain in the first quarter.

     Gross profit increased $69.8 million, or 9.3%, to $818.2 million driven by
the increase in sales. The gross profit margin increased to 43.0% from 42.3% due
primarily to higher net pricing partially offset by higher commodity and fuel
costs. Operating income increased $32.0 million, or 10.4%, to $338.8 million,
due to the increase in gross profit which was, partially offset by higher
selling and distribution costs, related to higher volume and higher fuel costs,
and by increased royalty expense to related parties resulting from increased
sales and a change in the application of the royalty rate. Operating income for
the year ended April 28, 2004 was unfavorably impacted by reorganization costs
totaling $4.8 million.

U.S. FOODSERVICE

     Sales of the U.S. Foodservice segment increased $82.4 million, or 5.7%, to
$1.53 billion. Sales volume increased sales 3.3% due to growth in Heinz ketchup,
strong performance on Truesoups frozen soup, and growth in custom recipe tomato
products. Higher pricing increased sales by 1.4%, as price increases were
initiated to offset fuel and commodity cost pressures. Acquisitions increased
sales 0.9%, due to the prior year acquisition of Truesoups LLC, a manufacturer
and marketer of premium frozen soups.

     Gross profit increased $51.4 million, or 12.4%, to $467.4 million, and the
gross profit margin increased to 30.6% from 28.8%. The gross profit margin
increase was primarily due to favorable pricing, partly offset by increases in
commodity costs. Operating income decreased $2.4 million, or 1.5%, to $157.7
million, due to increased selling and distribution costs, related to a
substantial increase in fuel and trucking costs, and by increased royalty
expense to related parties resulting from increased sales and a change in the
application of the royalty rate. This was partially offset by the growth in
gross profit. Operating income for the year ended April 28, 2004 was unfavorably
impacted by reorganization costs totaling $3.9 million.

  FISCAL YEARS ENDED APRIL 28, 2004 AND APRIL 30, 2003

     Sales for Fiscal 2004 increased $51.8 million, or 1.6%, to $3.21 billion.
Sales were favorably impacted by volume of 0.7% due to strong increases in the
U.S. Foodservice segment. Pricing remained constant as Heinz Finance's goal to
achieve more competitive net pricing under the Every Day Low Pricing Strategy in
the retail businesses was offset by pricing improvements in the U.S. Foodservice
segment. Acquisitions, net of divestitures, increased sales 0.9% due primarily
to the acquisition of Truesoups LLC.

     Gross profit increased $21.6 million, or 1.9%, to $1.16 billion, and, the
gross profit margin increased slightly to 36.2% from 36.1%. The gross profit
increase was primarily driven by Heinz Finance's continuing focus on process and
system improvements, productivity initiatives and elimination of less profitable
Stock Keeping Units. For Fiscal 2003, gross profit was impacted by Del Monte
transaction related costs and costs to reduce overhead of the remaining
businesses of $6.0 million.

     SG&A decreased $60.5 million, or 10.0%, to $542.5 million, and, as a
percentage of sales, was reduced to 16.9% from 19.1%. The decrease is primarily
due to decreased marketing expense primarily in the North American Consumer
Products segment reflecting Heinz Finance's goal to achieve more competitive net
pricing as discussed above. Additionally, SG&A was impacted in Fiscal 2004 by
reorganization costs of $8.7 million, and in Fiscal 2003 by Del Monte
transaction related costs and cost to reduce overhead of the remaining
businesses of $44.0 million. The favorable impact of these items was offset by
increases in pension and personnel costs.

     Total marketing support (recorded as a reduction of revenue or as a
component of SG&A) decreased $54.2 million, or 6.9%, to $735.6 million on a
sales increase of 1.6%. Marketing support recorded as a reduction of revenue,
typically deals and allowances, decreased $17.1 million, or 2.5%, to

                                        12
<PAGE>

$663.3 million, which is primarily a result of more efficient trade spending
programs primarily related to Ore-Ida potato products and Boston Market
HomeStyle meals. Marketing support recorded as a component of SG&A decreased
$37.1 million, or 33.9%, to $72.3 million, as most marketing resources were
focused on sharpening retail price points primarily for Boston Market HomeStyle
meals and Classico pasta sauce.

     Operating income increased $85.4 million, or 22.5%, to $464.7 million, and
increased as a percentage of sales to 14.5% from 12.0% as a result of the
changes noted above.

     Net interest expense increased $4.4 million, to $127.1 million, due to the
prospective classification of Heinz Finance's dividends on its mandatorily
redeemable preferred shares to interest expense from retained earnings. This
treatment is in accordance with the adoption of SFAS No. 150 (see below for
further discussion) beginning in the second quarter of Fiscal 2004. This
increase was offset by decreases due to lower debt balances and lower interest
rates. Other expense, net, decreased $51.5 million, to $5.6 million,
attributable to a $39.6 million pretax charge related to early retirement of
debt in Fiscal 2003, gains recorded in Fiscal 2004 on closed commodity futures
contracts and increased equity income. There was a non-cash currency loss of
$21.2 million in Fiscal 2004 compared to $65.0 million in Fiscal 2003 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 operations, this marked-to-market adjustment does not qualify
for net investment hedge accounting treatment at Heinz Finance.

     The effective tax rate for Fiscal 2004 was 12.7% compared to 7.2% in Fiscal
2003. 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 non-deductible interest
expense associated with Heinz Finance's mandatorily redeemable preferred shares.

     Income from continuing operations for Fiscal 2004 was $79.4 million
compared to $36.6 million in Fiscal 2003.

             FISCAL YEAR 2004 OPERATING RESULTS BY BUSINESS SEGMENT

NORTH AMERICAN CONSUMER PRODUCTS

     Sales of the North American Consumer Products segment decreased $60.9
million, or 3.3%. Sales volume decreased 0.4% as strong increases in Heinz
ketchup and frozen potatoes were more than offset by declines in SmartOnes
frozen entrees, related to the increased popularity of low-carb dieting, which
drove declines in the nutritional frozen entree category in the U.S., as well as
the effects of the rationalization of Boston Market side dishes and Hot Bites
snacks. Lower pricing decreased sales 1.9% consistent with our strategy to
obtain more competitive consumer price points on Boston Market HomeStyle meals,
Heinz gravy, Classico pasta sauces, SmartOnes frozen entrees and Delimex frozen
snacks. Divestitures in Fiscal 2003 reduced sales 1.0%.

     Gross profit decreased $11.5 million, or 1.5%, to $748.4 million; however,
the gross profit margin increased to 42.3% from 41.5%, as manufacturing cost
savings, reflecting significant productivity initiatives and more effective and
efficient new product launches, offset unfavorable pricing and higher commodity
costs. In addition, reorganization costs unfavorably impacted gross profit by
$4.9 million in Fiscal 2003. Operating income increased $65.5 million, or 27.1%,
to $306.8 million, primarily due to decreased consumer marketing expenses
related to the Fiscal 2003 launch of Easy Squeeze!, Boston Market frozen
entrees, Hot Bites snacks and Ore-Ida Funky Fries. In addition, Fiscal 2004
operating income was unfavorably impacted by reorganization costs of $4.8
million and Fiscal 2003 operating income was unfavorably impacted by Del Monte
transaction related costs and costs to reduce overhead of the remaining
businesses of $44.0 million.

                                        13
<PAGE>

U.S. FOODSERVICE

     U.S. Foodservice's sales increased $112.6 million, or 8.5%. Sales volume
increased sales 2.3% primarily due to increases in Heinz ketchup, Escalon
processed tomato products, Dianne's frozen desserts and single serve condiments
as a result of new customers, successful product innovation and a strengthening
trend in the U.S. restaurant industry. Higher pricing increased sales by 2.6%
chiefly due to Heinz ketchup and single serve condiments. Acquisitions, net of
divestitures, increased sales 3.5%, primarily due to the acquisition of
Truesoups LLC, a manufacturer and marketer of premium frozen soups.

     Gross profit increased $33.0 million, or 8.6%, to $415.9 million, and the
gross profit margin remained constant at 28.8% as favorable pricing and sales
mix were offset by higher commodity costs. In addition, reorganization costs
unfavorably impacted gross profit by $1.1 million for Fiscal 2003. Operating
income increased $19.9 million, or 14.2%, to $160.1 million, primarily due to
the growth in gross profit, partially offset by the impact of higher sales
volume on Selling & Distribution expenses ("S&D") and increased General &
Administrative expenses ("G&A") attributable to increased personnel and systems
costs. In addition, reorganization costs unfavorably impacted operating income
by $3.9 million in Fiscal 2004 and Del Monte transaction related costs and costs
to reduce overhead of the remaining businesses unfavorably impacted operating
income by $5.9 million for Fiscal 2003.

LIQUIDITY AND FINANCIAL POSITION

     Cash provided by continuing operating activities in Fiscal 2005 was $516.5
million, a decrease of $34.3 million from the prior year. The decrease in Fiscal
2005 versus Fiscal 2004 is primarily due to unfavorable movements in accrued
liabilities, accounts receivable and inventories, partially offset by favorable
movement in accounts payable.

     Cash used for investing activities totaled $69.0 million compared to $152.6
million last year. Acquisitions used $84.3 million in cash in Fiscal 2005
related primarily to Heinz Finance's purchase in the fourth quarter of
Appetizer's And, Inc., a manufacturer and marketer of high-quality, frozen hors
d'oeuvres sold primarily to the U.S. foodservice industry. In Fiscal 2004,
acquisitions used $61.3 million in cash. Capital expenditures totaled $56.5
million compared to $56.1 million last year. Proceeds from divestitures provided
$18.6 million in the Fiscal 2005.

     Cash used for financing activities totaled $714.0 million, compared to
$170.4 million last year. Payments on short-term debt with related parties were
$253.2 million this year, compared to proceeds of $0.1 million last year.
Payments on long-term debt totaled $405.0 million, compared to $8.3 million in
the prior year, reflecting the payoff of E300 million of bonds ($404.7 million)
which matured on January 5, 2005. Dividend payments to preferred shareholders
recorded in retained earnings on the balance sheet totaled $5.1 million in the
prior year. These payments are included as a component of cash flows from
operating activities beginning in the second quarter ended October 29, 2003, as
a result of the adoption of SFAS No. 150 (see below for further discussion).
Distributions to minority partners, all of which are 100% owned by Heinz,
totaled $53.5 million in the current year and $157.2 million in the prior year.

     Return on average shareholders' equity ("ROE") is calculated by taking net
income divided by average shareholders' equity. Average shareholders' equity is
a five-point quarterly average. ROE was 24.0% in Fiscal 2005, 37.5% in Fiscal
2004 and 7.1% in Fiscal 2003. ROE in Fiscal 2005 was unfavorably impacted by the
asset impairment charge previously discussed.

     Pretax return on average invested capital ("ROIC") is calculated by taking
net operating profit before income taxes and minority interest divided by
average invested capital. Net operating profit before income taxes excludes net
interest expense. Average invested capital is a five-point quarterly average of
debt plus total equity less cash and cash equivalents and short-term
investments. ROIC was 11.3% in Fiscal 2005, 13.3% in Fiscal 2004 and 8.8% in
Fiscal 2003. ROIC in Fiscal 2005 was unfavorably impacted by the asset
impairment charge previously discussed.

                                        14
<PAGE>

     In August 2004, Heinz and Heinz Finance amended their $600 million 364-Day
Credit Agreement and their $1.5 billion Five-Year Credit Agreement by combining
the agreements into a $2.0 billion Five-Year Credit Agreement, expiring August
2009. The Credit Agreement supports Heinz and Heinz Finance's commercial paper
borrowings and the remarketable securities. As a result, these borrowings are
classified as long-term debt based upon Heinz Finance's intent and ability to
refinance these borrowings on a long-term basis. These resources, Heinz
Finance's year-end cash balance of $155.6 million, strong operating cash flow
and access to the capital market, if required, should enable Heinz Finance to
meet its cash requirements for operations, including capital expansion programs
and debt maturities.

     All of Heinz Finance's debt is guaranteed by Heinz. Heinz's long-term debt
ratings were A- at Standard & Poor's and Fitch and A-3 at Moody's and Heinz
Finance's short-term debt ratings were A-2 at Standard & Poor's, F-2 at Fitch
and P-2 at Moody's. Moody's has put Heinz's long term rating under review for
possible downgrade.

CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS

CONTRACTUAL OBLIGATIONS

     Heinz Finance is obligated to make future payments under various contracts
such as debt agreements, lease agreements and unconditional purchase
obligations. In addition, Heinz Finance has purchase obligations for materials,
supplies, services and property, plant and equipment as part of the ordinary
conduct of business. A few of these obligations are long-term and are based on
minimum purchase requirements. In the aggregate, such commitments are not at
prices in excess of current markets. Due to the proprietary nature of some of
Heinz Finance's materials and processes, certain supply contracts contain
penalty provisions for early terminations. Heinz Finance does not believe that a
material amount of penalties are reasonably likely to be incurred under these
contracts based upon historical experience and current expectations.

     The following table represents the contractual obligations of Heinz Finance
as of April 27, 2005.

<Table>
<Caption>
                        Less than
(In thousands)           1 Year     1-3 Years   3-5 Years   More than 5 Years     Total
--------------          ---------   ---------   ---------   -----------------   ----------
<S>                     <C>         <C>         <C>         <C>                 <C>
Long Term Debt........  $    208    $300,276    $325,294       $3,057,712       $3,683,490
Capital Lease
  Obligations.........        64         107         127            1,176            1,474
Operating Leases......    14,867      76,724      12,352           36,209          140,152
Purchase
  Obligations.........   179,043     283,532      50,907               --          513,482
                        --------    --------    --------       ----------       ----------
Total.................  $194,182    $660,639    $388,680       $3,095,097       $4,338,598
                        ========    ========    ========       ==========       ==========
</Table>

     The following long-term liabilities included in the consolidated balance
sheet are excluded from the table above: interest payments, income taxes,
minority interest and other liabilities. Heinz Finance is unable to estimate the
timing of the payments for these items.

OFF-BALANCE SHEET ARRANGEMENTS AND OTHER COMMITMENTS

     Heinz Finance does not have material financial guarantees or other
contractual commitments that are reasonably likely to adversely affect
liquidity. In addition, see Note 8 of the consolidated financial statements for
disclosure of all significant related party items.

MARKET RISK FACTORS

     Heinz Finance is exposed to market risks from adverse changes in interest
rates, commodity prices, foreign exchange rates and production costs. As a
policy, Heinz Finance does not engage in speculative or leveraged transactions,
nor does Heinz Finance hold or issue financial instruments for trading purposes.

                                        15
<PAGE>

  INTEREST RATE SENSITIVITY

     Heinz Finance is exposed to changes in interest rates primarily as a result
of its borrowing and investing activities used to maintain liquidity and fund
business operations. The nature and amount of Heinz Finance's long-term and
short-term debt can be expected to vary as a result of future business
requirements, market conditions and other factors. Heinz Finance's debt
obligations are summarized in Note 8 and Note 10 to the consolidated financial
statements.

     In order to manage interest rate exposure, Heinz Finance utilizes interest
rate swaps in order to convert fixed-rate debt to floating. These derivatives
are primarily accounted for as fair value hedges. Accordingly, changes in the
fair value of these derivatives, along with changes in the fair value of the
hedged debt obligations that are attributable to the hedged risk, are recognized
in current period earnings. Based on the amount of fixed-rate debt converted to
floating as of April 27, 2005, a variance of 1/8% in the related interest rate
would cause annual interest expense related to this debt to change by
approximately $3.6 million. The following table presents additional information
related to interest rate contracts designated as fair value hedges by Heinz
Finance:

<Table>
<Caption>
                                                              April 27,   April 28,
(Dollars in millions)                                           2005        2004
---------------------                                         ---------   ---------
<S>                                                           <C>         <C>
Pay floating swaps -- notional amount.......................  $2,767.4    $2,767.4
Net unrealized gains........................................  $  186.1    $  125.3
Weighted average maturity (years)...........................      11.4        12.4
Weighted average receive rate...............................      6.37%       6.37%
Weighted average pay rate...................................      2.95%       2.18%
</Table>

     Heinz Finance had interest rate contracts with total notional amounts of
$107.6 million and $907.6 million at April 27, 2005 and April 28, 2004,
respectively, that did not meet the criteria for hedge accounting but
effectively mitigated interest rate exposures. These derivatives are accounted
for on a full mark-to-market basis through current earnings and they mature
approximately three years from the current fiscal year end. Net unrealized
gains/(losses), which are presented as a component of other noncurrent
assets/liabilities, related to these interest rate contracts totaled $(2.5)
million and $4.5 million at April 27, 2005 and April 28, 2004, respectively.

  FOREIGN EXCHANGE RATE SENSITIVITY

     Heinz Finance's cash flow and earnings are subject to fluctuations due to
exchange rate variation. Foreign currency risk exists due to Heinz Finance's
foreign-currency-denominated borrowings. Heinz Finance may attempt to limit its
exposure to changing foreign exchange rates through financial market actions.
These actions may include entering into forward or option contracts to hedge
exposures. The instruments are used to reduce risk by essentially creating
offsetting currency exposures.

     Heinz Finance had foreign denominated borrowings totaling $511.2 million
and $539.4 million at April 27, 2005 and April 28, 2004, respectively. Of the
amount outstanding at April 28, 2004, $355.3 million represented net investment
hedges of foreign operations at the Heinz level. Because Heinz Finance does not
have foreign operations, the changes in value due to exchange rate variation did
not qualify for net investment hedge accounting treatment at Heinz Finance.
Consequently, losses of $51.2 million and $21.2 million due to exchange rate
variation were included in currency loss for the years ended April 27, 2005 and
April 28, 2004, respectively.

     Heinz Finance had outstanding foreign currency contracts with notional
amounts of $515 million and $182 million, at April 27, 2005 and April 28, 2004,
respectively. These contracts, which mature during Fiscal 2006, were used to
hedge cash flows associated with foreign-currency-denominated borrowings.
Contracts that meet qualifying criteria are accounted for as foreign currency
cash flow hedges. Accordingly, the effective portion of gains and losses is
deferred as a component of other comprehensive income and is recognized in
earnings at the time the hedged item affects earnings. Any

                                        16
<PAGE>

gains and losses due to hedge ineffectiveness or related to contracts which do
not qualify for hedge accounting are recorded in current period earnings in
other expenses, net. Net unrealized gains/(losses) related to foreign currency
contracts totaled $(3.8) million and $0.5 million at April 27, 2005 and April
28, 2004, respectively.

  EFFECT OF HYPOTHETICAL 10% FLUCTUATION IN MARKET PRICES

     As of April 27, 2005, the potential gain or loss in the fair value of Heinz
Finance's outstanding interest rate contracts and foreign currency contracts,
assuming a hypothetical 10% fluctuation in swap rates and currency rates,
respectively, would be approximately:

<Table>
<Caption>
(DOLLARS IN MILLIONS)                                          FAIR VALUE EFFECT
---------------------                                          -----------------
<S>                                                            <C>
Interest rate swap contracts................................         $110
Foreign currency contracts..................................         $ 52
</Table>

     However, it should be noted that any change in the fair value of the
contracts, real or hypothetical, would be significantly offset by an inverse
change in the value of the underlying hedged items. In relation to currency
contracts, this hypothetical calculation assumes that each exchange rate would
change in the same direction relative to the U.S. dollar.

RECENTLY ISSUED ACCOUNTING STANDARDS

     In November 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 151, "Inventory Costs,
an amendment of ARB No. 43, Chapter 4". This Statement is meant to eliminate any
narrow differences existing between the FASB standards and the standards issued
by the International Accounting Standards Board by clarifying that any abnormal
idle facility expense, freight, handling costs and spoilage be recognized as
current-period charges. This Statement is required to be adopted by Heinz
Finance in the first quarter of Fiscal 2007; however, early application is
permitted. Heinz Finance does not expect the adoption of this Statement to have
a material impact on results of operations, financial position or cash flows.

     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 freestanding 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 Company'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 beginning in the second
quarter ending October 29, 2003.

DISCUSSION OF SIGNIFICANT ACCOUNTING ESTIMATES

     In the ordinary course of business, Heinz Finance has made a number of
estimates and assumptions relating to the reporting of results of operations and
financial condition in the preparation of its financial statements in conformity
with accounting principles generally accepted in the United States of America.
Actual results could differ significantly from those estimates under different
assumptions and conditions. Heinz Finance believes that the following discussion
addresses Heinz Finance's most critical accounting policies, which are those
that are most important to the portrayal of Heinz Finance's financial condition
and results and require management's most difficult, subjective and complex
judgments, often as a result of the need to make estimates about the effect of
matters that are inherently uncertain.

  MARKETING COSTS

     Trade promotions are an important component of the sales and marketing of
Heinz Finance's products and are critical to the support of the business. Trade
promotion costs include amounts paid

                                        17
<PAGE>

to encourage retailers to offer temporary price reductions for the sale of Heinz
Finance's products to consumers, amounts paid to obtain favorable display
positions in retailers' stores, and amounts paid to customers for shelf space in
retail stores. Accruals for trade promotions are recorded primarily at the time
of sale of product to the customer based on an estimate of the expected levels
of performance of the trade promotion, which is dependent upon factors such as
historical trends with similar promotions, expectations regarding customer
participation, and sales and payment trends with similar previously offered
programs. Our original estimated costs of trade promotions may change in the
future as a result of changes in customer participation, particularly for new
programs and for programs related to the introduction of new products. We
perform monthly and quarterly evaluations of our outstanding trade promotions;
making adjustments, where appropriate, to reflect changes in our estimates.
Settlement of these liabilities typically occurs in subsequent periods primarily
through an authorized process for deductions taken by a customer from amounts
otherwise due to Heinz Finance. As a result, the ultimate cost of a trade
promotion program is dependent on the relative success of the events and the
actions and level of deductions taken by Heinz Finance's customers for amounts
they consider due to them. Final determination of the permissible deductions may
take extended periods of time and could have a significant impact on Heinz
Finance's results of operations depending on how actual results of the programs
compare to original estimates.

     We offer coupons to consumers in the normal course of our business. Costs
associated with this activity, which we refer to as coupon redemption costs, are
accrued in the period in which the coupons are offered. The initial estimates
made for each coupon offering are based upon historical redemption experience
rates for similar products or coupon amounts. We perform subsequent estimates
that compare our actual redemption rates to the original estimates. We review
the assumptions used in the valuation of the estimates and determine an
appropriate accrual amount. Adjustments to our initial accrual may be required
if our actual redemption rates vary from our estimated redemption rates.

  INVENTORIES

     Inventories are stated at the lower of cost or market value. Cost is
principally determined by the average cost method. Heinz Finance records
adjustments to the carrying value of inventory based upon its forecasted plans
to sell its inventories. The physical condition (e.g., age and quality) of the
inventories is also considered in establishing its valuation. These adjustments
are estimates, which could vary, either favorably or unfavorably, from actual
requirements if future economic conditions, customer inventory levels or
competitive conditions differ from our expectations.

  INVESTMENTS AND LONG-LIVED ASSETS AND PROPERTY, PLANT AND EQUIPMENT

     Investments and long-lived assets are recorded at their respective cost
basis on the date of acquisition. Buildings, equipment and leasehold
improvements are depreciated on a straight-line basis over the estimated useful
life of such assets. Heinz Finance reviews investments and long-lived assets,
including intangibles with finite useful lives, and property, plant and
equipment, whenever circumstances change such that the indicated recorded value
of an asset may not be recoverable or has suffered an other than temporary
impairment. Factors that may affect recoverability include changes in planned
use of equipment or software, the closing of facilities and changes in the
underlying financial strength of investments. The estimate of current value
requires significant management judgment and requires assumptions that can
include: future volume trends and revenue and expense growth rates developed in
connection with Heinz Finance's internal projections and annual operating plans,
and in addition, external factors such as market value devaluation and inflation
which are developed in connection with Heinz Finance's longer-term strategic
planning. As each is management's best estimate on then available information,
resulting estimates may differ from actual cash flows.

                                        18
<PAGE>

  GOODWILL AND INDEFINITE LIVED INTANGIBLES

     Carrying values of goodwill and intangible assets with indefinite lives are
reviewed for impairment at least annually, or when circumstances indicate that a
possible impairment may exist, in accordance with SFAS No. 142, "Goodwill and
Other Intangible Assets." Indicators such as unexpected adverse economic
factors, unanticipated technological change or competitive activities, loss of
key personnel, and acts by governments and courts, may signal that an asset has
become impaired. Heinz Finance's measure of impairment is based on a discounted
cash flow model that requires significant judgment and requires assumptions
about future volume trends and revenue and expense growth rates developed in
connection with Heinz Finance's internal projections and annual operating plans,
and in addition, external factors such as changes in macroeconomic trends and
cost of capital developed in connection with Heinz Finance's longer-term
strategic planning. Inherent in estimating future performance, in particular
assumptions regarding external factors such as capital markets, are
uncertainties beyond Heinz Finance's control. Management believes that because
fair values of goodwill and intangible assets with indefinite lives
significantly exceed carrying value, it is unlikely that a material impairment
charge would be recognized.

  INCOME TAXES

     Heinz Finance accounts for income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes". Judgment is required in determining Heinz
Finance's provision for income taxes. In the ordinary course of Heinz Finance's
business, there are some transactions for which the ultimate tax outcome is
uncertain. Heinz Finance adjusts its income tax provision in the period it is
probable that actual results will differ from its estimates. Tax law and rate
changes are reflected in the income tax provision in the period in which such
changes are enacted.

     The American Jobs Creation Act provides a deduction calculated as a
percentage of qualified income from manufacturing in the United States. The
percentage increases from 3% to 9% over a 6 year period beginning with Heinz
Finance's 2006 Fiscal Year. In December 2004, the FASB issued a new staff
position providing for this deduction to be treated as a special deduction, as
opposed to a tax rate reduction, in accordance with SFAS No. 109. The benefit of
this deduction is not expected to have a material impact on Heinz Finance's
effective tax rate in Fiscal 2006.

INFLATION

     In general, costs are affected by inflation and the effects of inflation
may be experienced by Heinz Finance in future periods. Management believes,
however, that such effects have not been material to Heinz Finance during the
past three years.

     The impact of inflation on both Heinz Finance's financial position and
results of operations is not expected to adversely affect Fiscal 2006 results.
Heinz Finance's financial position continues to remain strong, enabling it to
meet cash requirements for operations.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     This information is set forth in this report in Item 7 -- "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
pages 15 through 17.

                                        19
<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

                               TABLE OF CONTENTS

<Table>
<S>                                                           <C>
Report of Independent Registered Public Accounting Firm.....        21
Consolidated Statements of Income...........................        22
Consolidated Balance Sheets.................................        23
Consolidated Statements of Shareholder's Equity.............        24
Consolidated Statements of Cash Flows.......................        25
Notes to Consolidated Financial Statements..................        26
</Table>

                                        20
<PAGE>

            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
     H. J. Heinz Finance Company:

     In our opinion, the accompanying financial statements listed in the index
appearing under item 15 (a) (1) present fairly, in all material respects, the
financial position of H. J. Heinz Finance Company and its subsidiaries (the
"Company") at April 27, 2005 and April 28, 2004, and the results of their
operations and their cash flows for each of the three years in the period ended
April 27, 2005, in conformity with accounting principles generally accepted in
the United States of America. In addition, in our opinion, the financial
statement schedule listed in the index appearing under Item 15(a)(2) presents
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements. These financial
statements and the financial statement schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and the financial statement schedule based on our audits.
We conducted our audits of these statements in accordance with the standards of
the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

     As discussed in Note 2, the financial statements for the years ended April
28, 2004 and April 30, 2003 have been restated.

                                                  /s/ PRICEWATERHOUSECOOPERS LLP

Pittsburgh, Pennsylvania
July 25, 2005

                                        21
<PAGE>

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

<Table>
<Caption>
                                                                Fiscal Year Ended
                                                 ------------------------------------------------
                                                                     Restated         Restated
                                                 April 27, 2005   April 28, 2004   April 30, 2003
                                                   (52 Weeks)       (52 Weeks)       (52 Weeks)
                                                 --------------   --------------   --------------
                                                              (Dollars in thousands)
<S>                                              <C>              <C>              <C>
Sales..........................................    $3,431,404       $3,214,091       $3,162,335
Cost of products sold..........................     2,146,851        2,050,660        2,020,539
                                                   ----------       ----------       ----------
Gross profit...................................     1,284,553        1,163,431        1,141,796
Selling, general and administrative expenses...       602,998          542,460          602,994
Royalty expense to related parties.............       187,570          156,269          159,532
                                                   ----------       ----------       ----------
Operating income...............................       493,985          464,702          379,270
Interest income................................        22,535            8,542           23,703
Interest expense...............................       158,587          135,690          146,492
Dividends from related parties.................       123,192          123,192          123,876
Currency loss..................................        51,186           21,176           65,002
Asset impairment charge for an equity
  investment...................................        64,542               --               --
Other expenses, net............................        12,828            5,612           57,065
                                                   ----------       ----------       ----------
Income from continuing operations before income
  taxes and minority interest..................       352,569          433,958          258,290
Provision for income taxes.....................        42,704           55,108           18,511
                                                   ----------       ----------       ----------
Income from continuing operations before
  minority interest............................       309,865          378,850          239,779
Minority interest..............................      (249,362)        (299,428)        (203,188)
                                                   ----------       ----------       ----------
Income from continuing operations..............        60,503           79,422           36,591
Income/(loss) from discontinued operations, net
  of tax and minority interest.................         4,685               --          (23,313)
                                                   ----------       ----------       ----------
Net income.....................................    $   65,188       $   79,422       $   13,278
                                                   ==========       ==========       ==========
</Table>

   The accompanying notes are an integral part of these financial statements.
                                        22
<PAGE>

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

<Table>
<Caption>
                                                                                  Restated
                                                              April 27, 2005   April 28, 2004
                                                              --------------   --------------
                                                                  (Dollars in thousands)
<S>                                                           <C>              <C>
                                           ASSETS
Current assets:
Cash and cash equivalents...................................    $  155,598       $  422,039
Short-term investments......................................            --           40,000
Receivables (net of allowances: 2005 -- $140;
  2004 -- $2,013)...........................................       322,187          354,282
Due from related parties....................................        18,596           19,706
Short-term notes receivable from related parties............     1,018,775          386,955
Inventories:
  Finished goods and work-in-process........................       284,234          265,107
  Packaging material and ingredients........................       121,980          112,356
Prepaid expenses and other current assets...................        39,231           39,617
                                                                ----------       ----------
      Total current assets..................................     1,960,601        1,640,062
Property, plant and equipment:
  Land......................................................        20,079           17,363
  Buildings and leasehold improvements......................       274,207          286,142
  Equipment, furniture and other............................       830,159          844,303
  Less accumulated depreciation.............................      (526,274)        (521,084)
                                                                ----------       ----------
      Total property, plant and equipment, net..............       598,171          626,724
Other non-current assets:
  Long-term notes receivable from related parties...........        35,000           35,000
  Investments in related parties............................     1,895,245        1,895,245
  Goodwill..................................................     1,073,303        1,025,028
  Other intangible assets...................................       287,026          279,560
  Other non-current assets..................................       340,103          352,002
                                                                ----------       ----------
      Total other non-current assets........................     3,630,677        3,586,835
                                                                ----------       ----------
      Total assets..........................................    $6,189,449       $5,853,621
                                                                ==========       ==========
                            LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
  Short-term debt with related parties......................    $  616,989       $  282,348
  Portion of long-term debt due within one year.............           273          355,724
  Accounts payable..........................................       283,360          214,665
  Accounts payable to related parties.......................        85,798           72,851
  Accrued marketing.........................................        68,118          109,038
  Accrued interest..........................................        60,511           69,075
  Other accrued liabilities.................................        46,253           30,504
                                                                ----------       ----------
      Total current liabilities.............................     1,161,302        1,134,205
Long-term debt and other liabilities:
  Long-term debt............................................     3,857,138        3,795,269
  Deferred income taxes.....................................        37,318           31,744
  Other liabilities.........................................        10,847           14,668
                                                                ----------       ----------
      Total long-term debt and other liabilities............     3,905,303        3,841,681
Minority interest...........................................       822,762          626,929
Shareholder's equity:
  Common stock, 1,001,000 shares authorized, 10,560 shares
    issued, $1.00 par value.................................            11               11
  Additional capital........................................       109,441          123,438
  Retained earnings.........................................       190,630          125,442
  Accumulated other comprehensive income....................            --            1,915
                                                                ----------       ----------
      Total shareholder's equity............................       300,082          250,806
                                                                ----------       ----------
      Total liabilities and shareholder's equity............    $6,189,449       $5,853,621
                                                                ==========       ==========
</Table>

   The accompanying notes are an integral part of these financial statements.
                                        23
<PAGE>

                  H. J. HEINZ FINANCE COMPANY AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY

<Table>
<Caption>
                                                                                        Accumulated
                                              Common Stock                                 Other           Total
                            Comprehensive   ----------------   Additional   Retained   Comprehensive   Shareholder's
                               Income       Shares   Dollars    Capital     Earnings   Income/(Loss)      Equity
(Amounts in thousands)      -------------   ------   -------   ----------   --------   -------------   -------------
<S>                         <C>             <C>      <C>       <C>          <C>        <C>             <C>
Balance at May 1, 2002....                  10,560     $11      $128,050    $ 58,035     $   (169)       $185,927
Net income -- 2003
  (Restated)..............     $13,278          --      --            --      13,278           --          13,278
Other comprehensive income
  (loss), net of tax:
  Net change in fair value
    of cash flow hedges...      23,120          --      --            --          --       23,120          23,120
  Net hedging gains
    reclassified into
    earnings/spun-off.....     (22,834)         --      --            --          --      (22,834)        (22,834)
                               -------
Comprehensive income......     $13,564
                               =======
Dividends paid to
  preferred
  shareholders............                      --      --            --     (20,234)          --         (20,234)
                                            ------     ---      --------    --------     --------        --------
Balance at April 30, 2003
  (Restated)..............                  10,560      11       128,050      51,079          117         179,257
Net income -- 2004
  (Restated)..............     $79,422          --      --            --      79,422           --          79,422
Other comprehensive income
  (loss), net of tax:
  Net change in fair value
    of cash flow hedges...        (130)         --      --            --          --         (130)           (130)
  Net hedging losses
    reclassified into
    earnings..............       1,928          --      --            --          --        1,928           1,928
                               -------
Comprehensive income......     $81,220
                               =======
Dividends paid to
  preferred
  shareholders............                      --      --            --      (5,059)          --          (5,059)
Additional liability
  assumed.................                      --      --        (4,612)         --           --          (4,612)
                                            ------     ---      --------    --------     --------        --------
Balance at April 28, 2004
  (Restated)..............                  10,560      11       123,438     125,442        1,915         250,806
Net income -- 2005........     $65,188                                        65,188                       65,188
Other comprehensive income
  (loss), net of tax:
  Net change in fair value
    of cash flow hedges...      28,353                                                     28,353          28,353
  Net hedging gains
    reclassified into
    earnings..............     (30,268)                                                   (30,268)        (30,268)
                               -------
Comprehensive income......     $63,273
                               =======
Adjustment to original net
  assets contributed......                                       (13,997)                                 (13,997)
                                            ------     ---      --------    --------     --------        --------
Balance at April 27,
  2005....................                  10,560     $11      $109,441    $190,630     $     --        $300,082
                                            ======     ===      ========    ========     ========        ========
</Table>

   The accompanying notes are an integral part of these financial statements.
                                        24
<PAGE>

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

<Table>
<Caption>
                                                                      Fiscal Year Ended
                                                       ------------------------------------------------
                                                                           Restated         Restated
                                                       April 27, 2005   April 28, 2004   April 30, 2003
                                                         (52 Weeks)       (52 Weeks)       (52 Weeks)
                                                       --------------   --------------   --------------
                                                                    (Dollars in thousands)
<S>                                                    <C>              <C>              <C>
OPERATING ACTIVITIES:
Net income...........................................    $  65,188        $  79,422        $   13,278
Adjustments to reconcile net income to cash provided
  by operating activities:
  Depreciation.......................................       58,515           58,197            68,927
  Amortization.......................................       14,825           13,677            11,613
  Deferred tax (benefit)/provision...................       (7,681)          18,013             5,362
  Minority interest..................................      249,362          299,428           301,206
  Currency loss......................................       51,186           21,176            65,002
  Asset impairment charge for an equity investment...       64,542               --                --
  Provision for transaction costs and
    restructuring....................................           --               --            16,472
  Deferred income....................................         (792)          (2,767)           (8,408)
  Other items, net...................................        2,115           (1,356)           24,266
  Changes in current assets and liabilities,
    excluding effects of acquisitions and
    divestitures:
    Receivables......................................       36,140           57,229           164,111
    Inventories......................................      (26,847)          24,344            44,395
    Due from/to related parties......................        7,005          (20,906)           63,269
    Prepaid expenses and other current assets........          774           (9,596)          (18,197)
    Accounts payable.................................       27,814           (3,307)            6,479
    Accrued liabilities..............................      (40,151)          18,223             8,772
    Income taxes.....................................       14,552             (940)          (31,748)
                                                         ---------        ---------        ----------
      Cash provided by operating activities..........      516,547          550,837           734,799
                                                         ---------        ---------        ----------
INVESTING ACTIVITIES:
  Capital expenditures...............................      (56,451)         (56,140)          (59,630)
  Proceeds from disposals of property, plant and
    equipment........................................        6,387            4,877             5,408
  Acquisitions, net of cash acquired.................      (84,265)         (61,298)               --
  Proceeds from divestitures.........................       18,606               --                --
  Sales of short-term investments....................      333,475           43,200                --
  Purchase of short-term investments.................     (293,475)         (83,200)               --
  Other items, net...................................        6,721              (73)           (1,006)
                                                         ---------        ---------        ----------
      Cash used for investing activities.............      (69,002)        (152,634)          (55,228)
                                                         ---------        ---------        ----------
FINANCING ACTIVITIES:
  Payments on long-term debt.........................     (404,984)          (8,286)         (651,136)
  Proceeds received from Heinz related to the
    spin-off of SKF Foods, net.......................           --               --         1,062,143
  Payments on commercial paper, net..................           --               --           (89,142)
  (Payments on)/proceeds from short-term debt with
    related parties, net.............................     (253,211)              91          (384,332)
  Distributions to minority partners.................      (53,529)        (157,176)         (412,924)
  Dividends on preferred shares......................           --           (5,059)          (20,234)
  Other items, net...................................       (2,262)              --             3,396
                                                         ---------        ---------        ----------
      Cash used for financing activities.............     (713,986)        (170,430)         (492,229)
                                                         ---------        ---------        ----------
Net (decrease)/increase in cash and cash
  equivalents........................................     (266,441)         227,773           187,342
  Cash and cash equivalents, beginning of year.......      422,039          194,266             6,924
                                                         ---------        ---------        ----------
  Cash and cash equivalents, end of year.............    $ 155,598        $ 422,039        $  194,266
                                                         =========        =========        ==========
</Table>

   The accompanying notes are an integral part of these financial statements.
                                        25
<PAGE>

                  H. J. HEINZ FINANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  BASIS OF PRESENTATION

     The domestic treasury and 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"), which are collectively
referred to as "Heinz Finance" (or "HFC"), 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 LP.

     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, H.J. Heinz Finance Company has the
power to control the General Partner through majority membership on Heinz LP's
management board. The minority interest amounts on the April 27, 2005 and April
28, 2004 balance sheets represent the Class A and General Partner's limited
partnership interest in Heinz LP, and have been adjusted for the minority
partners' share of income and cash distributions.

     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 H.J. Heinz Finance Company are reported in the Heinz
consolidated financial statements as long-term debt at April 27, 2005 and April
28, 2004.

2.  RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

     HFC has restated its consolidated balance sheets as of April 28, 2004 and
April 30, 2003, and the consolidated statements of income, shareholder's equity
and cash flows for the years ended April 28, 2004 and April 30, 2003. These
restatement adjustments have no impact on the consolidated financial statements
of Heinz. Furthermore, these adjustments have no impact on the operating income
or cash flows from operations of HFC, and only affect the minority interest of
Heinz in HFC. In addition, the restatement impacts HFC's first, second and third
quarters of Fiscal 2005 and all interim periods in Fiscal 2004. The restated
amounts for these quarters are presented in Note No. 17 -- "Quarterly Results
(Unaudited)" below.

     The restatement is a result of the incorrect application of an intercompany
royalty agreement between Heinz LP and Trademark Management Company ("TMC"),
subsidiaries of H.J. Heinz Finance Company. This incorrect application of the
intercompany agreement resulted in an understatement of net income for Heinz LP
and an overstatement of the net income for TMC. Because both Heinz LP and TMC
are within the HFC consolidation, such royalty is eliminated and has no impact
on HFC's consolidated "income before income taxes and minority interest".
However, minority interest, which represents Heinz's interest in Heinz LP, was
understated. In addition, as a result of the overstatement of net income for
TMC, the provision for income taxes was overstated.

                                        26
<PAGE>
                  H. J. HEINZ FINANCE COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The following table presents the impact of the restatement adjustments
described above on the financial statements for all of the applicable periods:

<Table>
<Caption>
                                         Fiscal year ended April 28, 2004   Fiscal year ended April 30, 2003
                                         --------------------------------   --------------------------------
                                          As Previously          As          As Previously          As
                                             Reported         Restated          Reported         Restated
(Dollars in thousands)                   ----------------   -------------   ----------------   -------------
<S>                                      <C>                <C>             <C>                <C>
STATEMENTS OF INCOME
  Income from continuing operations
     before income taxes and minority
     interest..........................     $  433,958       $  433,958        $  258,290       $  258,290
  Provision for income taxes...........         64,733           55,108            28,077           18,511
  Income from continuing operations
     before minority interest..........        369,225          378,850           230,213          239,779
  Minority interest....................       (272,324)        (299,428)         (176,004)        (203,188)
  Income from continuing operations....         96,901           79,422            54,209           36,591
  Net income...........................         96,901           79,422            30,896           13,278
BALANCE SHEETS
  Other accrued liabilities............         35,309           30,504            45,007           41,425
  Total current liabilities............      1,139,010        1,134,205           584,682          581,100
  Deferred income taxes................         46,130           31,744            14,511            8,527
  Total long-term debt and other
     liabilities.......................      3,856,067        3,841,681         4,001,635        3,995,651
  Minority interest....................        572,641          626,929           457,493          484,677
  Retained earnings....................        160,539          125,442            68,697           51,079
  Total shareholder's equity...........        285,903          250,806           196,875          179,257
STATEMENTS OF SHAREHOLDER'S EQUITY
  Comprehensive income.................         98,699           81,220            31,182           13,564
STATEMENTS OF CASH FLOWS
  Net income...........................         96,901           79,422            30,896           13,278
  Deferred tax provision/(benefit).....         26,415           18,013            (9,308)           5,362
  Minority interest....................        272,324          299,428           274,022          301,206
  Income taxes.........................            283             (940)           (7,512)         (31,748)
  Cash provided by operating
     activities........................        550,837          550,837           734,799          734,799
</Table>

3.  SIGNIFICANT ACCOUNTING POLICIES

  FISCAL YEAR

     Heinz Finance operates on a 52- or 53-week fiscal year ending the Wednesday
nearest April 30. Fiscal years for the financial statements included herein
ended April 27, 2005, April 28, 2004, and April 30, 2003.

  PRINCIPLES OF CONSOLIDATION

     The consolidated financial statements include the accounts of Heinz
Finance, and entities in which Heinz Finance maintains a controlling financial
interest. Control is generally determined based on the majority ownership of an
entity's voting interests. In certain situations, control is based on
participation in the majority of an entity's economic risks and rewards. Heinz
Finance has no material investments in variable interest entities. Investments
in certain companies over which Heinz Finance

                                        27
<PAGE>
                  H. J. HEINZ FINANCE COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

exerts significant influence, but does not control the financial and operating
decisions, are accounted for as equity method investments. All intercompany
accounts and transactions are eliminated. Certain prior-year amounts have been
reclassified in order to conform with the Fiscal 2005 presentation.

  USE OF ESTIMATES

     The preparation of financial statements, in conformity with accounting
principles generally accepted in the United States of America, requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities at
the date of the financial statements, and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from these
estimates.

  CASH EQUIVALENTS

     Cash equivalents are defined as highly liquid investments with original
maturities of 90 days or less.

  INVENTORIES

     Inventories are stated at the lower of cost or market. Cost is determined
principally under the average cost method.

  PROPERTY, PLANT AND EQUIPMENT

     Land, buildings and equipment are recorded at cost. For financial reporting
purposes, depreciation is provided on the straight-line method over the
estimated useful lives of the assets, which generally have the following ranges:
buildings -- 40 years or less, machinery and equipment -- 15 years or less,
computer software -- 3-5 years, and leasehold improvements -- over the life of
the lease, not to exceed 15 years. Accelerated depreciation methods are
generally used for income tax purposes. Expenditures for new facilities and
improvements that substantially extend the capacity or useful life of an asset
are capitalized. Ordinary repairs and maintenance are expensed as incurred. When
property is retired or otherwise disposed, the cost and related depreciation are
removed from the accounts and any related gains or losses are included in
income. Property, plant and equipment are reviewed for possible impairment when
appropriate. Heinz Finance's impairment review is based on an undiscounted cash
flow analysis at the lowest level for which identifiable cash flows exist.
Impairment occurs when the carrying value of the asset exceeds its future
undiscounted cash flows. When an impairment is indicated, the asset is written
down to its fair value.

  INTANGIBLES

     Intangible assets with finite useful lives are amortized on a straight-line
basis over the estimated periods benefited, and are reviewed when appropriate
for possible impairment, similar to property, plant and equipment. Goodwill and
intangible assets with indefinite useful lives are not amortized. The carrying
values of goodwill and other intangible assets with indefinite useful lives are
tested at least annually for impairment.

  REVENUE RECOGNITION

     Heinz Finance recognizes revenue when title, ownership and risk of loss
pass to the customer. This occurs upon delivery of the product to the customer.
Customers do not have the right to return products unless damaged or defective.
Revenue is recorded, net of sales incentives, and includes shipping and handling
charges billed to customers. Shipping and handling costs are classified as part
of cost of sales.

                                        28
<PAGE>
                  H. J. HEINZ FINANCE COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  MARKETING COSTS

     Heinz Finance promotes its products with advertising, consumer incentives
and trade promotions. Such programs include, but are not limited to, discounts,
coupons, rebates, in-store display incentives and volume-based incentives.
Advertising costs are expensed as incurred. Consumer incentive and trade
promotion activities are recorded as a reduction of revenue based on amounts
estimated as being due to customers and consumers at the end of a period, based
principally on historical utilization and redemption rates. For interim
reporting purposes, advertising, consumer incentive and product placement
expenses are charged to operations as a percentage of volume, based on estimated
volume and related expense for the full year.

  INCOME TAXES

     Until July 6, 2001, Heinz Finance joined with Heinz in the filing of a
consolidated U.S. income tax return and state income tax returns. After July 6,
2001, H.J. Heinz Finance Company began filing its own consolidated U.S. income
tax return. U.S. tax expense for all periods prior to July 7, 2001, and state
tax expense for all years includes the effect of certain tax sharing agreements
Heinz Finance has with Heinz regarding these consolidated filings. Specifically,
Heinz charged (refunded) Heinz Finance at the U.S. statutory rate for its actual
taxable income (loss). In addition, Heinz charges Heinz Finance for its share of
consolidated state tax expense based on Heinz Finance's share of the state
allocation factors.

     Deferred income taxes result primarily from temporary differences between
financial and tax reporting. If it is more likely than not that some portion or
all of a deferred tax asset will not be realized, a valuation allowance is
recognized.

  FINANCIAL INSTRUMENTS

     Heinz Finance's financial instruments consist primarily of cash and cash
equivalents, short-term investments, short-term notes receivable from related
parties, long-term notes receivable from related parties, short-term debt with
related parties, long-term debt, swaps and forward contracts. The carrying
values for Heinz Finance's financial instruments approximate fair value. As a
policy, Heinz Finance does not engage in speculative or leveraged transactions,
nor does Heinz Finance hold or issue financial instruments for trading purposes.

     Heinz Finance uses derivative financial instruments for the purpose of
hedging currency and interest rate exposures, which exist as part of ongoing
business operations. Heinz Finance carries derivative instruments on the balance
sheet at fair value, determined by reference to quoted market data. Derivatives
with scheduled maturities of less than one year are included in receivables or
accounts payable, based on the instrument's fair value. Derivatives with
scheduled maturities beyond one year are presented as a component of other
non-current assets or other liabilities, based on the instrument's fair value.
The accounting for changes in the fair value of a derivative instrument depends
on whether it has been designated and qualifies as part of a hedging
relationship and, if so, the reason for holding it. The cash flows related to
derivative instruments are classified in the consolidated financial statements
of cash flows within operating activities as a component of other items, net.

     The $40 million of auction rate securities that the Company held as of
April 28, 2004 have been reclassified from cash and cash equivalents to
short-term investments in the consolidated balance sheets. Corresponding
adjustments have also been made to the consolidated statements of cash flows to
reflect the gross purchases and sales of these securities as investing
activities rather than as a component of cash and cash equivalents. The Company
no longer owns auction rate securities as of April 27, 2005.

                                        29
<PAGE>
                  H. J. HEINZ FINANCE COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

4.  RECENTLY ISSUED ACCOUNTING STANDARDS

     In November 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 151, "Inventory Costs,
an amendment of ARB No. 43, Chapter 4". This Statement is meant to eliminate any
narrow differences existing between the FASB standards and the standards issued
by the International Accounting Standards Board by clarifying that any abnormal
idle facility expense, freight, handling costs and spoilage be recognized as
current-period charges. This Statement is required to be adopted by Heinz
Finance in the first quarter of Fiscal 2007; however, early application is
permitted. Heinz Finance does not expect the adoption of this Statement to have
a material impact on results of operations, financial position or cash flows.

     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 freestanding 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 Company's $325 million of mandatorily redeemable
preferred shares as long-term debt and the $5.1 million quarterly preferred
dividend from retained earnings to interest expense beginning in the second
quarter ending October 29, 2003.

5.  SPECIAL ITEMS

  ASSET IMPAIRMENTS

     Heinz Finance holds an equity investment in The Hain Celestial Group, Inc.
("Hain"), a natural, specialty and snack food company. Hain shares traded at
less than 80% of Heinz Finance's carrying value since late January 2004. Due to
the length of time and the amount that Hain stock traded below Heinz Finance's
basis, Heinz Finance determined that the decline was other-than-temporary as
defined by Accounting Principles Board Opinion No. 18 and as a result,
recognized a $64.5 million non-cash impairment charge during the third quarter
of Fiscal 2005. The charge reduced Heinz Finance's carrying value in Hain to
fair market value as of January 26, 2005, with no resulting impact on cash
flows. Heinz Finance currently owns approximately six million shares of Hain
stock, with a book value of approximately $20.00 per share as of April 27, 2005.
In the future, should the market value of Hain common stock decline and remain
below current market value for a substantial time, Heinz Finance could be
required to record additional writedowns of its investment in Hain.

  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.

     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. Net income from discontinued operations for
the year ended April 27, 2005 was $4.7 million and reflects the favorable
settlement of tax liabilities related to the businesses spun-off to Del Monte on
December 20, 2002. The discontinued operations generated sales of $1,052.6
million and a net loss of $23.3 million (net of $13.8 million of a tax benefit)
for Fiscal 2003.

                                        30
<PAGE>
                  H. J. HEINZ FINANCE COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  REORGANIZATION COSTS

     In Fiscal 2004, Heinz Finance recognized reorganization costs of $8.7
million pretax which were primarily due to employee termination and severance
costs. Of this amount, $8.6 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").

     In Fiscal 2003, Del Monte transaction costs and costs to reduce overhead of
the remaining business totaled $55.3 million pretax. In addition, during Fiscal
2003, Heinz Management Company recognized Del Monte transaction costs and costs
to reduce overhead of the remaining business totaling $34.2 million pretax.
These costs were then charged to Heinz Finance through the management fee
charged to Heinz Finance by Heinz Management Company for all salaried employee
costs. These total charges of $89.5 million pretax were comprised of $39.6
million related to the early retirement of debt, $24.4 million in employee
termination and severance costs, $14.7 million for legal, professional and other
related costs, and $10.8 million of non-cash write-offs. Of this amount, $6.0
million was included in cost of products sold, $44.0 million in SG&A, and $39.6
million in other expenses, net.

     During Fiscal 2005, Heinz Finance utilized $5.0 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 $5.0 million at April 28, 2004.

6.  ACQUISITIONS/DIVESTITURES

     Heinz Finance made one acquisition in Fiscal 2005 and one in Fiscal 2004
for total purchase prices of $84.3 million and $61.3 million, respectively,
neither of which were significant. The Fiscal 2005 acquisition was Appetizers
And, Inc., a manufacturer and marketer of high quality, frozen hors d'oeuvres
sold primarily to the U.S. foodservice industry. The Fiscal 2004 acquisition was
Truesoups LLC, a manufacturer and marketer of premium frozen soups designed
primarily for the foodservice trade. There were no acquisitions in Fiscal 2003.

     All of the above acquisitions have been accounted for as purchases and,
accordingly, the respective purchase prices have been allocated to the
respective assets and liabilities based upon their estimated fair values as of
the acquisition date. Operating results of businesses acquired have been
included in the consolidated statements of income from the respective
acquisition dates forward. There are no significant contingent payments, options
or commitments associated with any of the acquisitions. Pro forma results of
Heinz Finance, assuming all of the following acquisitions and divestitures had
occurred at the beginning of each period presented, would not be materially
different from the results reported.

7.  GOODWILL AND OTHER INTANGIBLE ASSETS

     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. This standard also requires, at
a minimum, an annual impairment assessment of the carrying value of goodwill and
intangibles with indefinite useful lives. The reassessment of intangible assets,
including the ongoing impact of amortization, and the assignment of goodwill to
reporting units was completed during the first quarter of Fiscal 2003.

     Heinz Finance completed its transitional goodwill impairment tests during
the second quarter of Fiscal 2003. No impairment issues were identified as a
result of completing these transitional impairment tests.

                                        31
<PAGE>
                  H. J. HEINZ FINANCE COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     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 charges were recognized in Fiscal 2005.

     Changes in the carrying amount of goodwill for the fiscal year ended April
27, 2005 by reportable segment are as follows:

<Table>
<Caption>
                                                   North
                                                  American
                                                  Consumer      U.S.
                                                  Products   Foodservice     Total
(In thousands)                                    --------   -----------   ----------
<S>                                               <C>        <C>           <C>
Balance at April 28, 2004.......................  $845,484    $179,544     $1,025,028
Acquisitions....................................        --      52,008         52,008
Purchase accounting adjustments.................        --      (1,185)        (1,185)
Disposals.......................................    (2,548)         --         (2,548)
                                                  ========    ========     ==========
Balance at April 27, 2005.......................  $842,936    $230,367     $1,073,303
                                                  ========    ========     ==========
</Table>

     During Fiscal 2005, Heinz Finance acquired a controlling interest in
Appetizers And, Inc. Preliminary purchase price allocations have been recorded
for this acquisition. Heinz Finance expects to finalize the purchase price
allocations related to this acquisition during Fiscal 2006 upon completion of
third-party valuation procedures.

     Trademarks and other intangible assets at April 27, 2005 and April 28,
2004, subject to amortization expense, are as follows:

<Table>
<Caption>
                                 April 27, 2005                       April 28, 2004
                       ----------------------------------   ----------------------------------
                                  Accumulated                          Accumulated
                        Gross     Amortization     Net       Gross     Amortization     Net
(In thousands)         --------   ------------   --------   --------   ------------   --------
<S>                    <C>        <C>            <C>        <C>        <C>            <C>
Trademarks...........  $ 36,403    $  (3,762)    $ 32,641   $ 39,103    $  (3,268)    $ 35,835
Licenses.............   208,186     (123,911)      84,275    208,186     (118,504)      89,682
Other................   111,829      (49,833)      61,996     95,708      (44,802)      50,906
                       --------    ---------     --------   --------    ---------     --------
                       $356,418    $(177,506)    $178,912   $342,997    $(166,574)    $176,423
                       ========    =========     ========   ========    =========     ========
</Table>

     Amortization expense for trademarks and other intangible assets subject to
amortization was $9.8 million, $9.6 million and $9.6 million for the fiscal
years ended April 27, 2005, April 28, 2004, and April 30, 2003, respectively.
Based upon the amortizable intangible assets recorded on the balance sheet as of
April 27, 2005, amortization expense for each of the next five years is
estimated to be approximately $10 million.

     Intangible assets not subject to amortization totaled $108.1 million and
$103.1 million at April 27, 2005 and April 28, 2004, respectively, and consisted
solely of trademarks.

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 Management Company. Total costs charged to Heinz
Finance for these services, including discontinued operations, were $309.7
million, $265.7 million and $333.1 million in Fiscal 2005, 2004 and 2003,
respectively. These costs are recorded as cost of products sold or SG&A expense
in the accompanying consolidated statements of income depending on the nature of
the cost. For the years ended April 27, 2005, April 28, 2004 and April 30, 2003,
$55.8 million, $44.4 million and $52.9 million, respectively,

                                        32
<PAGE>
                  H. J. HEINZ FINANCE COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

was recorded as costs of products sold and $253.9 million, $221.3 million and
$280.2 million, respectively, as SG&A.

     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, were $63.9 million, $65.4 million and $75.8 million for Fiscal 2005,
2004, 2003, 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 and are included either
in the management charge from Heinz Management Company discussed above or are
recorded directly on Heinz LP (see Note 14).

  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 $401.8 million and $104.6 million of net short-term notes receivable
with related parties recorded on the consolidated balance sheets as of April 27,
2005 and April 28, 2004, respectively. In addition, at April 27, 2005 and April
28, 2004, long-term notes receivable from related parties includes $35.0 million
related to a receivable from Heinz, which is classified as long-term given its
maturity of May 2, 2007.

     An average interest rate of 2.2%, 1.2% and 2.1% was earned on total notes
receivable from related parties resulting in $16.8 million, $5.7 million and
$21.6 million of interest income for the fiscal years ended April 27, 2005,
April 28, 2004 and April 30, 2003, respectively. In addition, an average
interest rate of 1.8%, 1.9% and 2.8% was charged on total notes payable to
related parties resulting in $10.1 million, $5.2 million and $9.9 million of
interest expense for the fiscal years ended April 27, 2005, April 28, 2004 and
April 30, 2003, respectively.

  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 $18.6
million and $19.7 million balances due from related parties as of April 27, 2005
and April 28, 2004, respectively, and the $85.8 million and $72.9 million
balances for accounts payable to related parties as of April 27, 2005 and April
28, 2004, respectively. Product sales to related parties were $51.4 million,
$46.7 million and $48.3 million in Fiscal 2005, 2004 and 2003, respectively, and
purchases from related parties were $42.5 million, $33.6 million and $28.0
million in Fiscal 2005, 2004 and 2003, respectively.

  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 $123.2 million, $123.2 million and
$123.9 million for Fiscal 2005, 2004 and 2003, respectively. This preferred
stock investment is recorded in the Investments in related parties balance on
the consolidated balance sheets as of April 27, 2005 and April 28, 2004.

                                        33
<PAGE>
                  H. J. HEINZ FINANCE COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Heinz Finance incurred royalty expense of $187.6 million, $156.3 million
and $159.5 million in Fiscal 2005, 2004 and 2003, respectively, to Promark
Brands, Inc., a direct subsidiary of Heinz, for the use of certain trademarks.
These royalties are recorded in the Royalty expense to related parties line on
the consolidated statements of income.

     In addition, Heinz LP incurred royalty expense of $20.9 million, $20.2
million and $18.6 million in Fiscal 2005, 2004 and 2003, respectively, to TMC, a
subsidiary of H.J. Heinz Finance Company. Because both Heinz LP and TMC are
within the Heinz Finance consolidation, such royalty is eliminated and has no
impact on Heinz Finance's consolidated income before income taxes and minority
interest. However, this payment does impact the minority interest line on the
statements of income, which represents the Class A and General Partners' share
of Heinz LP's income.

9.  INCOME TAXES

     The following table summarizes the provision for U.S. federal and state
taxes on income from continuing operations:

<Table>
<Caption>
                                                                  2004         2003
                                                     2005      (Restated)   (Restated)
                                                  ----------   ----------   ----------
                                                             (In thousands)
<S>                                               <C>          <C>          <C>
Current:
  U.S. federal..................................   $42,525      $30,422      $ 8,988
  State.........................................     7,860        6,673        4,161
                                                   -------      -------      -------
                                                    50,385       37,095       13,149
Deferred:
  U.S. federal..................................    (7,586)      17,772        5,020
  State.........................................       (95)         241          342
                                                   -------      -------      -------
                                                    (7,681)      18,013        5,362
                                                   -------      -------      -------
     Total tax provision........................   $42,704      $55,108      $18,511
                                                   =======      =======      =======
</Table>

     The differences between the U.S. federal statutory tax rate and Heinz
Finance's consolidated effective tax rate from continuing operations are as
follows:

<Table>
<Caption>
                                                                  2004         2003
                                                     2005      (Restated)   (Restated)
                                                  ----------   ----------   ----------
<S>                                               <C>          <C>          <C>
U.S. federal statutory tax rate.................     35.0%        35.0%        35.0%
State income taxes (net of federal benefit).....      1.5          1.1          1.2
Nontaxable minority interest in Heinz LP........    (24.8)       (24.2)       (27.5)
Other nondeductible expense.....................      2.1          1.3          0.1
Other...........................................     (1.7)        (0.5)        (1.6)
                                                    -----        -----        -----
Effective tax rate..............................     12.1%        12.7%         7.2%
                                                    =====        =====        =====
</Table>

     Heinz Finance's effective tax rate is significantly impacted by Heinz
Finance's nontaxable minority interest in Heinz LP. The effective tax rate will
fluctuate for Heinz Finance depending on the proportion of this nontaxable
minority interest to total Heinz Finance income before tax. In Fiscal 2005 and
2004, the effective tax rate was unfavorably impacted by the nondeductible
interest expense associated with Heinz Finance's mandatorily redeemable
preferred shares.

                                        34
<PAGE>
                  H. J. HEINZ FINANCE COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The deferred tax (assets) and deferred tax liabilities applicable to
continuing operations recorded on the balance sheet as of April 27, 2005 and
April 28, 2004 are as follows:

<Table>
<Caption>
                                                                              2004
                                                                 2005      (Restated)
                                                              ----------   ----------
                                                                  (In thousands)
<S>                                                           <C>          <C>
Depreciation/amortization...................................   $36,154      $ 34,142
Investment in limited partnership...........................       475        34,787
Other.......................................................       834         1,234
                                                               -------      --------
Deferred tax liabilities....................................    37,463        70,163
Currency losses.............................................        --       (33,449)
Other.......................................................    (2,170)         (919)
                                                               -------      --------
Deferred tax assets.........................................    (2,170)      (34,368)
                                                               -------      --------
Valuation allowance.........................................     1,203            --
                                                               -------      --------
Net deferred tax liabilities................................   $36,496      $ 35,795
                                                               =======      ========
</Table>

     The Fiscal 2005 change in the valuation allowance is an increase of $1.2
million, due entirely to an increase in deferred tax assets related to state tax
loss carryforwards. These state tax loss carryforwards, which arose primarily as
a result of current year operations, expire between 2010 and 2025.

     In the second quarter of Fiscal 2005, a $14 million prior period adjustment
was made to additional paid-in-capital and deferred tax accounts related to an
adjustment to the original net assets contributed to Heinz LP on May 3, 2001.

     The American Jobs Creation Act provides a deduction calculated as a
percentage of qualified income from manufacturing in the United States. The
percentage increases from 3% to 9% over a 6 year period beginning with Heinz
Finance's 2006 fiscal year. In December 2004, the FASB issued a new staff
position providing for this deduction to be treated as a special deduction, as
opposed to a tax rate reduction, in accordance with SFAS No. 109. The benefit of
this deduction is not expected to have a material impact on Heinz Finance's
effective tax rate in Fiscal 2006.

10.  DEBT AND PREFERRED STOCK

     In August 2004, Heinz and Heinz Finance amended their $600 million 364-Day
Credit Agreement and their $1.5 billion Five-Year Credit Agreement by combining
the agreements into a $2.0 billion Five-Year Credit Agreement, expiring August
2009. The Credit Agreement supports Heinz and Heinz Finance's commercial paper
borrowings and the remarketable securities. As a result, these borrowings are
classified as long-term debt based upon Heinz Finance's intent and ability to
refinance these borrowings on a long-term basis.

                                        35
<PAGE>
                  H. J. HEINZ FINANCE COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Long-term debt was comprised of the following as of April 27, 2005 and
April 28, 2004:

<Table>
<Caption>
                                                                2005         2004
                                                             ----------   ----------
                                                             (Dollars in thousands)
<S>                                                          <C>          <C>
5.00% Euro Notes due January 2005..........................  $       --   $  355,303
6.00% U.S. Dollar Notes due March 2008.....................     299,420      299,221
6.226% Heinz Finance Preferred Stock due July 2008.........     325,000      325,000
6.625% U.S. Dollar Notes due July 2011.....................     749,353      749,248
6.00% U.S. Dollar Notes due March 2012.....................     696,462      695,944
U.S. Dollar Remarketable Securities due November 2020......     800,000      800,000
6.375% U.S. Dollar Debentures due July 2028................     243,625      243,350
6.75% U.S. Dollar Notes due March 2032.....................     547,502      547,409
Other U.S. Dollar due May 2006 -- November 2034 (3.00-
  8.02%)...................................................       9,963       10,193
                                                             ----------   ----------
                                                              3,671,325    4,025,668
  SFAS 133 Hedge Accounting Adjustments (See Note 15)......     186,086      125,325
  Less portion due within one year.........................        (273)    (355,724)
                                                             ----------   ----------
     Total long-term debt..................................  $3,857,138   $3,795,269
                                                             ==========   ==========
Weighted-average interest rate on long-term debt, including
  the impact of applicable interest rate swaps.............        3.76%        3.33%
                                                             ==========   ==========
</Table>

     In the third quarter of Fiscal 2005, Heinz Finance paid off E300 million of
bonds ($404.7 million) which matured on January 5, 2005.

     The fair value of the debt obligations approximated the recorded value as
of April 27, 2005 and April 28, 2004. Annual maturities of long-term debt during
the next five fiscal years are $0.3 million in 2006, $0.2 million in 2007,
$299.6 million in 2008, $325.2 million in 2009 and $0.2 million in 2010.

     As of April 27, 2005, Heinz and Heinz Finance had $800 million of
remarketable securities due December 2020. These securities are subject to an
annual remarketing on each December 1, and the interest rate is reset on such
dates. If the securities are not remarketed, then Heinz and Heinz Finance are
required to repurchase all of the securities at 100% of the principal amount
plus accrued interest. On December 1, 2004, the securities were remarketed at a
coupon of 6.189%.

                                        36
<PAGE>
                  H. J. HEINZ FINANCE COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

11.  MINORITY INTEREST

     The components of Heinz Finance's minority interest balance as of April 27,
2005, April 28, 2004 and April 30, 2003 are as follows:

<Table>
<Caption>
                                                               (In thousands)
<S>                                                            <C>
Balance as of May 1, 2002...................................    $ 1,758,476
Minority partners' share of Fiscal 2003 income (Restated)...        301,206
Additional liability assumption.............................         (1,667)
Distributions to minority partners -- Fiscal 2003...........       (412,924)
Spin-off of SKF Foods.......................................     (1,160,414)
                                                                -----------
Balance as of April 30, 2003 (Restated).....................        484,677
Minority partners' share of Fiscal 2004 income (Restated)...        299,428
Distributions to minority partners -- Fiscal 2004...........       (157,176)
                                                                -----------
Balance as of April 28, 2004 (Restated).....................        626,929
Minority partners' share of Fiscal 2005 income..............        249,362
Distributions to minority partners -- Fiscal 2005...........        (53,529)
                                                                -----------
Balance as of April 27, 2005................................    $   822,762
                                                                ===========
</Table>

12.  SUPPLEMENTAL CASH FLOW INFORMATION

     Net cash paid during the year for:

<Table>
<Caption>
                                                      2005       2004        2003
                                                    --------   --------   ----------
                                                             (In thousands)
<S>                                                 <C>        <C>        <C>
Interest expense..................................  $147,833   $136,595   $  201,054
                                                    ========   ========   ==========
Income taxes......................................  $ 31,421   $ 40,421   $   31,120
                                                    ========   ========   ==========
Details of acquisitions:
Fair value of assets..............................  $ 89,656   $ 67,201   $       --
Liabilities.......................................     5,068      5,903           --
                                                    --------   --------   ----------
Cash paid.........................................    84,588     61,298           --
Less cash acquired................................       323         --           --
                                                    --------   --------   ----------
Net cash paid for acquisitions....................  $ 84,265   $ 61,298   $       --
                                                    ========   ========   ==========
Noncash activities:
  Net assets spun-off.............................  $     --   $     --   $1,159,000
                                                    ========   ========   ==========
</Table>

13.  MANAGEMENT INCENTIVE PLAN

     Heinz's management incentive plan covers officers and other key employees.
Participants may elect to be paid on a current or deferred basis. The aggregate
amount of all awards may not exceed certain limits in any year. All of Heinz
Finance's compensation under the management incentive plan was recorded by Heinz
Management Company and subsequently charged back to Heinz Finance (see Note 8).

                                        37
<PAGE>
                  H. J. HEINZ FINANCE COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

14.  EMPLOYEE RETIREMENT BENEFITS

     Employees participate in certain defined benefit pension plans, certain
defined contribution plans, and certain stock option plans, all of which are
sponsored by Heinz. Heinz Finance also provides post-retirement health care and
life insurance benefits for employees who meet the eligibility requirements of
the Heinz plans. Retirees share in the cost of these benefits based on age and
years of service.

     Heinz allocates costs for the defined benefit plans to Heinz Finance as
determined by actuarial valuations. Heinz contributions to the defined
contribution plans amount to a qualified age-related contribution, a matching of
employee's contributions up to a specified amount, and for certain employees,
supplemental contributions.

     The following (income) expense was included in Heinz Finance's statements
of income:

<Table>
<Caption>
                                                            2005     2004     2003
                                                           ------   ------   -------
                                                                (In thousands)
<S>                                                        <C>      <C>      <C>
Defined Benefit Pension Plans............................  $1,777   $ (514)  $(1,667)
Defined Benefit Postretirement Medical...................  $9,958   $8,481   $ 7,102
Defined Contribution Plans...............................  $2,635   $2,732   $ 2,468
</Table>

     Employees also participate in the Employee Stock Ownership Plan ("ESOP")
and the Global Stock Purchase Plan ("GSPP"). Heinz established the ESOP in 1990
to replace in full or in part Heinz Finance's cash-matching contributions to the
H. J. Heinz Company Employees Retirement and Saving Plan, a 401(k) plan for
salaried employees. The GSPP gives employees an option to acquire stock at the
lower of 85% of the fair market value of Heinz's stock on the first or last day
of a purchase period.

15.  DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

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

  FOREIGN CURRENCY HEDGING

     Heinz Finance may hedge foreign currency cash flows associated with
foreign-currency-denominated financial liabilities. Derivatives used to hedge
foreign-currency-denominated borrowings that meet the criteria for hedge
accounting are designated as cash flow hedges. Accordingly, 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.

  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. Derivatives used to hedge risk
associated with changes in the fair value of certain fixed rate debt obligations
are primarily designated as fair value hedges. Consequently, changes in the fair
value of these derivatives, along with changes in the fair value of the hedged
debt obligations that are attributable to the hedged risk, are recognized in
current period earnings.

                                        38
<PAGE>
                  H. J. HEINZ FINANCE COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  HEDGE INEFFECTIVENESS

     Hedge ineffectiveness related to cash flow hedges, which is reported in
current period earnings as other expenses, was not significant for the fiscal
years ended April 27, 2005, April 28, 2004 and April 30, 2003.

  DEFERRED HEDGING GAINS AND LOSSES

     As of April 27, 2005, Heinz Finance is hedging forecasted transactions for
periods not exceeding one year. There were no deferred gains or losses related
to cash flow hedges at April 27, 2005. Net deferred gains reclassified to
earnings because the hedged transaction was no longer expected to occur were not
significant.

  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 foreign currency 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.

     At April 27, 2005, Heinz Finance had outstanding currency exchange and
interest rate derivative contracts with notional amounts of $515 million and
$2.88 billion, respectively. At April 28, 2004, Heinz Finance had outstanding
currency exchange and interest rate derivative contracts with notional amounts
of $182 million and $3.68 billion, respectively. The fair value of derivative
financial instruments was a net asset of $180 million, and $130 million at April
27, 2005 and April 28, 2004, respectively.

  CONCENTRATIONS OF CREDIT RISK

     Counterparties to currency exchange and interest rate derivatives consist
of large major international financial institutions. Heinz Finance continually
monitors its positions and the credit ratings of the counterparties involved
and, by policy, limits the amount of credit exposure to any one party. While
Heinz Finance may be exposed to potential losses due to the credit risk of
non-performance by these counterparties, losses are not anticipated. For Fiscal
2005, Wal-Mart Stores, Inc. represented more than 10% of Heinz Finance's sales.
Heinz Finance closely monitors the credit risk associated with its customers and
has never experienced significant losses.

16.  SEGMENT DATA

     The composition of segments and measure of segment profitability is
consistent with that used by Heinz Finance's management.

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

     - 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.

     - 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.

                                        39
<PAGE>
                  H. J. HEINZ FINANCE COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     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>
                          April 27, 2005   April 28, 2004   April 30, 2003   April 27, 2005   April 28, 2004   April 30, 2003
Fiscal Year Ended           (52 Weeks)       (52 Weeks)       (52 Weeks)       (52 Weeks)       (52 Weeks)       (52 Weeks)
-----------------         --------------   --------------   --------------   --------------   --------------   --------------
                                                                    (in thousands)
                                         Net External Sales                               Intersegment Revenues
                          ------------------------------------------------   ------------------------------------------------
<S>                       <C>              <C>              <C>              <C>              <C>              <C>
North American Consumer
  Products..............    $1,905,035       $1,770,140       $1,830,993        $42,252          $42,646          $40,560
U.S. Foodservice........     1,526,369        1,443,951        1,331,342             --               --               --
Non-Operating(b)........            --               --               --        (42,252)         (42,646)         (40,560)
                            ----------       ----------       ----------        -------          -------          -------
Consolidated totals.....    $3,431,404       $3,214,091       $3,162,335        $    --          $    --          $    --
                            ==========       ==========       ==========        =======          =======          =======
</Table>

<Table>
<Caption>
                                Operating Income (Loss)(c)
                          ---------------------------------------
<S>                       <C>           <C>           <C>           <C>           <C>           <C>
North American Consumer
  Products..............  $  338,798    $  306,784    $  241,294
U.S. Foodservice........     157,688       160,079       140,221
Non-Operating(b)........      (2,501)       (2,161)       (2,245)
                          ----------    ----------    ----------
Consolidated totals.....  $  493,985    $  464,702    $  379,270
                          ==========    ==========    ==========
</Table>

<Table>
<Caption>
                                     Depreciation and
                                   Amortization Expense                     Capital Expenditures(a)
                          ---------------------------------------   ---------------------------------------
<S>                       <C>           <C>           <C>           <C>           <C>           <C>
Total...................  $   73,340    $   71,874    $   80,540      $56,451       $56,140       $59,630
                          ==========    ==========    ==========      =======       =======       =======
</Table>

<Table>
<Caption>
                                    Identifiable Assets
                          ---------------------------------------
<S>                       <C>           <C>           <C>           <C>           <C>           <C>
Total North America.....  $4,736,719    $4,777,141    $4,604,259
Non-Operating(b)........   1,452,730     1,076,480       961,426
                          ----------    ----------    ----------
Consolidated totals.....  $6,189,449    $5,853,621    $5,565,685
                          ==========    ==========    ==========
</Table>

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

(a)  Excludes property, plant and equipment obtained through acquisitions.

(b)  Includes charges/assets not directly attributable to operating segments and
     intercompany eliminations.

(c)  FISCAL YEAR ENDED APRIL 28, 2004: Includes costs to reduce overhead of the
     remaining businesses as follows: North American Consumer Products $4.8
     million and U.S. Foodservice $3.9 million.

     FISCAL YEAR ENDED APRIL 30, 2003: Includes Del Monte transaction related
     costs and costs to reduce overhead of the remaining business as follows:
     North American Consumer Products $44.0 million and U.S. Foodservice $5.9
     million.

                                        40
<PAGE>
                  H. J. HEINZ FINANCE COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Heinz Finance's revenues are generated via the sale of products in the
following categories:

<Table>
<Caption>
                                                        Fiscal Year Ended
                                         ------------------------------------------------
                                         April 27, 2005   April 28, 2004   April 30, 2003
              (Unaudited)                  (52 Weeks)       (52 Weeks)       (52 Weeks)
        (Dollars in thousands)           --------------   --------------   --------------
<S>                                      <C>              <C>              <C>
Ketchup, condiments and sauces.........    $1,842,018       $1,773,059       $1,672,299
Frozen foods...........................     1,504,229        1,351,003        1,375,161
Convenience meals......................        61,234           65,180           66,838
Other..................................        23,923           24,849           48,037
                                           ----------       ----------       ----------
Total..................................    $3,431,404       $3,214,091       $3,162,335
                                           ==========       ==========       ==========
</Table>

17.  QUARTERLY RESULTS (UNAUDITED)

     As discussed in Note 2, the quarterly financial statements for the first,
second and third quarters of the fiscal year ended April 27, 2005 and all
interim periods for the fiscal year ended April 28, 2004 have been restated. The
following tables present the impact of the restatement on the previously
reported quarterly financial statements.
<Table>
<Caption>
                                                                           2005
                           ----------------------------------------------------------------------------------------------------
                                    First                    Second                     Third              Fourth
                           -----------------------   -----------------------   -----------------------   ----------
                               As                        As                        As
                           Previously       As       Previously       As       Previously       As
                            Reported     Restated     Reported     Restated     Reported     Restated
                           ----------   ----------   ----------   ----------   ----------   ----------
<S>                        <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>
STATEMENTS OF INCOME
 Sales...................  $  754,034   $  754,034   $  865,275   $  865,275   $  876,771   $  876,771   $  935,324
 Gross profit............     278,526      278,526      329,404      329,404      331,737      331,737      344,886
 Provision for income
   taxes.................      17,001       13,637       13,310       10,683        8,378        3,380       15,004
 Minority interest.......     (48,699)     (57,969)     (81,410)     (88,949)     (19,454)     (27,023)     (75,421)
 Income from continuing
   operations............      24,877       18,971       13,838        8,926        8,007        5,436       27,170
 Net income..............      24,877       18,971       13,838        8,926       12,692       10,121       27,170
BALANCE SHEETS
 Other accrued
   liabilities...........      59,480       53,140       34,626       28,439       28,231       25,587       46,253
 Total current
   liabilities...........   1,519,155    1,512,815    1,671,705    1,665,518      997,424      994,780    1,161,302
 Deferred income taxes...      41,961       25,746       76,490       57,495       76,023       48,487       37,318
 Total long-term debt and
   other liabilities.....   3,828,234    3,812,019    3,967,217    3,948,222    3,963,339    3,935,803    3,905,303
 Minority interest.......     621,340      684,898      702,750      773,847      700,646      779,322      822,762
 Retained earnings.......     185,416      144,413      199,254      153,339      211,946      163,460      190,630
 Total shareholder's
   equity................     310,423      269,420      309,417      263,502      322,029      273,543      300,082
STATEMENTS OF CASH FLOWS
 Net income..............      24,877       18,971       38,715       27,897       51,407       38,018       65,188
 Deferred tax
   (benefit)/provision...      (3,098)      (4,927)     (13,043)     (17,652)      63,409       50,259       (7,681)
 Minority interest.......      48,699       57,969      130,109      146,918      149,563      173,941      249,362
 Income taxes............      19,445       17,910       13,905       12,523      (60,693)     (58,532)      14,552
 Cash provided by
   operating
   activities............     190,945      190,945      193,909      193,909      265,497      265,497      516,547

<Caption>
                              2005
                           ----------
                             Total
                           ----------

<S>                        <C>          <C>
STATEMENTS OF INCOME
 Sales...................  $3,431,404
 Gross profit............   1,284,553
 Provision for income
   taxes.................      42,704
 Minority interest.......    (249,362)
 Income from continuing
   operations............      60,503
 Net income..............      65,188
BALANCE SHEETS
 Other accrued
   liabilities...........      46,253
 Total current
   liabilities...........   1,161,302
 Deferred income taxes...      37,318
 Total long-term debt and
   other liabilities.....   3,905,303
 Minority interest.......     822,762
 Retained earnings.......     190,630
 Total shareholder's
   equity................     300,082
STATEMENTS OF CASH FLOWS
 Net income..............      65,188
 Deferred tax
   (benefit)/provision...      (7,681)
 Minority interest.......     249,362
 Income taxes............      14,552
 Cash provided by
   operating
   activities............     516,547
</Table>

                                        41
<PAGE>
                  H. J. HEINZ FINANCE COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<Table>
<Caption>
                                                                            2004
                          ---------------------------------------------------------------------------------------------------------
                                   First                      Second                     Third                      Fourth
                          ------------------------   ------------------------   ------------------------   ------------------------
                              As                         As                         As                         As
                          Previously                 Previously                 Previously                 Previously
                           Reported    As Restated    Reported    As Restated    Reported    As Restated    Reported    As Restated
                          ----------   -----------   ----------   -----------   ----------   -----------   ----------   -----------
<S>                       <C>          <C>           <C>          <C>           <C>          <C>           <C>          <C>
STATEMENTS OF INCOME
 Sales..................  $  715,870   $  715,870    $  825,720   $  825,720    $  812,969   $  812,969    $  859,532   $  859,532
 Gross profit...........     262,273      262,273       303,180      303,180       296,953      296,953       301,025      301,025
 Provision for income
   taxes................      14,381       11,946        13,359       11,192         8,346        6,057        28,647       25,913
 Minority interest......     (51,669)     (58,549)      (81,901)     (88,011)      (76,302)     (82,747)      (62,452)     (70,121)
 Income from continuing
   operations...........      26,148       21,703        19,883       15,940        10,982        6,826        39,888       34,953
 Net income.............      26,148       21,703        19,883       15,940        10,982        6,826        39,888       34,953
BALANCE SHEETS
 Other non-current
   assets...............     368,088      368,088       394,181      394,181       424,269      426,033       352,002      352,002
 Total other non-
   current assets.......   3,576,689    3,576,689     3,605,536    3,605,536     3,630,052    3,631,816     3,586,835    3,586,835
 Total assets...........   5,730,790    5,730,790     5,946,010    5,946,010     6,059,432    6,061,196     5,853,621    5,853,621
 Other accrued
   liabilities..........      64,196       58,397        66,563       61,549        50,885       46,429        35,309       30,504
 Total current
   liabilities..........     638,385      632,586       708,317      703,303     1,062,731    1,058,275     1,139,010    1,134,205
 Deferred income taxes..      12,642        6,440        14,715        5,561        10,237           --        46,130       31,744
 Total long-term debt
   and other
   liabilities..........   4,038,845    4,032,643     4,408,119    4,398,965     4,079,720    4,069,483     3,856,067    3,841,681
 Minority interest......     509,162      543,226       591,063      631,237       667,365      713,984       572,641      626,929
 Retained earnings......      89,786       67,723       109,669       83,663       120,651       90,489       160,539      125,442
 Total shareholder's
   equity...............     219,398      197,335       238,511      212,505       249,616      219,454       285,903      250,806
 Total liabilities and
   shareholder's
   equity...............   5,730,790    5,730,790     5,946,010    5,946,010     6,059,432    6,061,196     5,853,621    5,853,621
STATEMENTS OF CASH FLOWS
 Net income.............      26,148       21,703        46,031       37,643        57,013       44,469        96,901       79,422
 Deferred tax
   provision/(benefit)..      11,708       11,490        (4,666)      (7,836)       (9,104)     (13,357)       26,415       18,013
 Minority interest......      51,669       58,549       133,570      146,560       209,872      229,307       272,324      299,428
 Other items, net.......      (5,205)      (5,205)       (7,001)      (7,001)       (9,117)     (10,881)       (1,356)      (1,356)
 Income taxes...........       1,959         (258)       30,708       29,276        22,931       22,057           283         (940)
 Cash provided by
   operating
   activities...........     207,811      207,811       226,563      226,563       305,207      305,207       550,837      550,837

<Caption>
                                    2004
                          ------------------------
                                   Total
                          ------------------------
                              As
                          Previously
                           Reported    As Restated
                          ----------   -----------
<S>                       <C>          <C>
STATEMENTS OF INCOME
 Sales..................  $3,214,091   $3,214,091
 Gross profit...........   1,163,431    1,163,431
 Provision for income
   taxes................      64,733       55,108
 Minority interest......    (272,324)    (299,428)
 Income from continuing
   operations...........      96,901       79,422
 Net income.............      96,901       79,422
BALANCE SHEETS
 Other non-current
   assets...............     352,002      352,002
 Total other non-
   current assets.......   3,586,835    3,586,835
 Total assets...........   5,853,621    5,853,621
 Other accrued
   liabilities..........      35,309       30,504
 Total current
   liabilities..........   1,139,010    1,134,205
 Deferred income taxes..      46,130       31,744
 Total long-term debt
   and other
   liabilities..........   3,856,067    3,841,681
 Minority interest......     572,641      626,929
 Retained earnings......     160,539      125,442
 Total shareholder's
   equity...............     285,903      250,806
 Total liabilities and
   shareholder's
   equity...............   5,853,621    5,853,621
STATEMENTS OF CASH FLOWS
 Net income.............      96,901       79,422
 Deferred tax
   provision/(benefit)..      26,415       18,013
 Minority interest......     272,324      299,428
 Other items, net.......      (1,356)      (1,356)
 Income taxes...........         283         (940)
 Cash provided by
   operating
   activities...........     550,837      550,837
</Table>

     The third quarter of Fiscal 2005 includes a $64.5 million non-cash
impairment charge for Heinz Finance's equity investment in The Hain Celestial
Group, Inc. ("Hain").

     The first quarter of Fiscal 2004 includes costs to reduce overhead of $2.5
million after tax.

     The fourth quarter of Fiscal 2004 includes costs to reduce overhead of $3.0
million after tax.

18.  COMMITMENTS AND CONTINGENCIES

  LEGAL MATTERS

     Certain suits and claims have been filed against Heinz Finance and have not
been finally adjudicated. These suits and claims when finally concluded and
determined, in the opinion of management, based upon the information that it
presently possesses, will not have a material adverse effect on Heinz Finance's
consolidated financial position, results of operations or liquidity.

  LEASE COMMITMENTS

     Operating lease rentals for warehouses, production and office facilities
and equipment amounted to $17.9 million in 2005, $23.3 million in 2004 and $20.5
million in 2003. Future lease payments for noncancellable operating leases as of
April 27, 2005 totaled $140.2 million (2006 -- $14.9 million,

                                        42
<PAGE>
                  H. J. HEINZ FINANCE COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2007 -- $69.4 million, 2008 -- $7.3 million, 2009 -- $6.8 million, 2010 -- $5.6
million and thereafter -- $36.2 million).

     No significant credit guarantees existed between Heinz Finance and third
parties as of April 27, 2005.

19.  ADVERTISING COSTS

     Advertising expenses (including production and communication costs) for
Fiscal Years 2005, 2004 and 2003 were $119.2 million, $138.0 million and $183.9
million, respectively. For Fiscal Years 2005, 2004 and 2003, $88.7 million,
$99.6 million and $108.0 million, respectively, were recorded as a reduction of
revenue and $30.5 million, $38.4 million and $75.9 million, respectively, were
recorded as a component of SG&A.

                                        43
<PAGE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

     There is nothing to be reported under this item.

ITEM 9A. CONTROLS AND PROCEDURES.

     (a) Evaluation of Disclosure Controls and Procedures

     HFC's management, with the participation of HFC's President and Chief
Financial Officer, evaluated the effectiveness of HFC'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 Officer concluded that HFC's
disclosure controls and procedures as of the end of the period covered by this
report, were designed and are functioning effectively to provide reasonable
assurance that the information required to be disclosed by HFC in reports filed
under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized
and reported within the time periods specified in the SEC's rules and forms and
(ii) accumulated and communicated to our management including the President and
Chief Financial Officer, as appropriate to allow timely decisions regarding
disclosure.

(b) Changes in Internal Controls over Financial Reporting

     A change in HFC's internal control over financial reporting, which occurred
during HFC's most recent fiscal quarter, has materially affected HFC's internal
control over financial reporting. HFC changed its internal control by enhancing
the process for determining and applying its intercompany royalty agreements.
The change led to a restatement that resulted from the incorrect application of
certain aspects of an intercompany royalty agreement between Heinz LP and
Trademark Management Company ("TMC"), subsidiaries of H. J. Heinz Finance
Company. This incorrect application of the intercompany agreement resulted in an
understatement of net income for Heinz LP and an overstatement of the net income
for TMC. Because both Heinz LP and TMC are within the HFC consolidation, such
royalty is eliminated and has no impact on HFC's consolidated "income before
income taxes and minority interest" or cash flows from operations. However,
minority interest expense was understated. The minority interest represents
Heinz's interest in Heinz LP. These adjustments have no impact on the
consolidated financial statements of Heinz.

ITEM 9B. OTHER INFORMATION.

     There is nothing to report under this item.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     See table in Part 1. Our code of ethics, which is applicable to all
employees including the principal executive, principal financial and principal
accounting officers, is available on Heinz's website (www.heinz.com).

ITEM 11. EXECUTIVE COMPENSATION.

  Compensation of Directors

     We paid fees to our Independent Director for his service as a director. The
Independent Director is entitled to receive annual compensation of $3,500 plus
reimbursement of expenses for attendance at each meeting of the Board of
Directors. We do not pay fees to the other directors who are not the Independent
Director.

                                        44
<PAGE>

  Executive Compensation

     The following table sets forth information concerning the total
compensation paid to our named executive officers for the periods set forth
below for services to Heinz and Heinz Finance.

                           SUMMARY COMPENSATION TABLE
<Table>
<Caption>
                                                                                         Long Term Compensation
                                                                              --------------------------------------------
                                                                                         Awards(1)               Payouts
                                                                              -------------------------------   ----------
                                         Annual Compensation                                     Securities
                          -------------------------------------------------     Restricted       Underlying     Long-term
Name and Principal                                          Other Annual           Stock         Options(3)     Incentive
Position                  Year   Salary($)   Bonus($)    Compensation($)(1)   Awards(2)(3)($)   (No. Awarded)   Payouts($)
------------------        ----   ---------   ---------   ------------------   ---------------   -------------   ----------
<S>                       <C>    <C>         <C>         <C>                  <C>               <C>             <C>
L.A. Cullo, Jr. ........  2005    211,252      86,069              --               49,105           2,750         -0 -
 President of Heinz       2004    203,752     126,061              --              112,880          32,368         -0 -
 Finance; Vice            2003    169,096     168,822              --              107,660          13,319         -0 -
 President -- Treasurer
 of Heinz
W.R. Johnson............  2005   1,050,000   1,900,000         77,948              772,759         294,363         -0 -
 Chairman, President      2004   1,050,000   2,040,000             --            3,400,000         400,000         -0 -
 and CEO of Heinz         2003   1,050,000   1,530,000         69,106            3,214,766         388,483         -0 -
J.P. Berger.............  2005    444,433     224,625              --            1,134,528          37,000         -0 -
 Executive Vice
 President of Heinz
D.C. Moran..............  2005    443,417     469,488              --              513,920          37,000         -0 -
 Senior Vice
 President of Heinz
J. Jimenez..............  2005    533,333     298,314              --              230,402          60,000         -0 -
 Executive Vice           2004    520,000     390,000              --              734,060         128,571         -0 -
 President of Heinz       2003    495,833     360,000              --              783,220          97,121         -0 -
A.B. Winkleblack........  2005    481,667     332,688              --              191,452          51,000         -0 -
 Vice President and       2004    465,000     495,000              --              468,860         155,238         -0 -
 Chief Financial          2003    435,000     305,000              --              831,351          58,272         -0 -
 Officer of Heinz
 Finance; Executive Vice
 President and CFO of
 Heinz

<Caption>

Name and Principal            All Other
Position                  Compensation(4)($)
------------------        ------------------
<S>                       <C>
L.A. Cullo, Jr. ........        43,206
 President of Heinz             38,054
 Finance; Vice                  25,750
 President -- Treasurer
 of Heinz
W.R. Johnson............       482,397
 Chairman, President           393,363
 and CEO of Heinz              283,987
J.P. Berger.............       103,989
 Executive Vice
 President of Heinz
D.C. Moran..............        71,149
 Senior Vice
 President of Heinz
J. Jimenez..............        81,769
 Executive Vice                 75,472
 President of Heinz             74,874
A.B. Winkleblack........       167,248
 Vice President and             84,504
 Chief Financial                91,922
 Officer of Heinz
 Finance; Executive Vice
 President and CFO of
 Heinz
</Table>

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

(1) In accordance with SEC rules, disclosure of perquisites and other personal
    benefits is omitted if the aggregate amount of such compensation for an
    executive is the lesser of $50,000 or 10% of the total annual salary and
    bonus for the given year. Perquisites and other personal benefits include
    personal use of Heinz-owned aircraft, financial counseling, allowance for a
    Heinz automobile, parking, and club dues. For fiscal year 2005, Mr. Johnson
    reimbursed Heinz for its aggregate incremental cost related to his personal
    airplane use. Aggregate incremental cost includes fuel, landing fees,
    airport taxes and fees, customs fees and in-flight food. Pursuant to SEC
    rules, each perquisite exceeding 25% of the aggregate amount of Other Annual
    Compensation reported must be disclosed. For Mr. Johnson, this includes
    $27,816 for financial counseling.

(2) Amounts reflect grants of restricted stock units in fiscal years 2003, 2004,
    and 2005 including a grant in lieu of a portion of such officer's cash bonus
    for fiscal year 2003 and, in the case of Mr. Cullo and Mr. Berger, for
    fiscal year 2005. The total number of all units awarded in such grants and
    their aggregate value as of April 27, 2005 were as follows: Mr. Cullo,
    1,325, $48,853; Mr. Johnson, 219,309, $8,085,923; Mr. Berger, 50,130,
    $1,848,293; Mr. Moran, 23,815, $878,059; Mr. Jimenez, 51,980, $1,916,503;
    and Mr. Winkleblack, 44,036, $1,623,607. The restricted stock units vest in
    five years, subject to earlier vesting upon the attainment of certain
    predetermined specific financial objectives, except in the cases of Mr.
    Berger, whose grant of restricted stock units in lieu of a portion of his
    cash bonus for fiscal year 2005 vested on June 3, 2005 upon achieving
    specified performance objectives, and Mr. Moran, whose grant of a one-time
    retention award vests in five years. Executive officers of Heinz are
    required to automatically defer receipt of any restricted stock units until
    termination of employment, or in some cases as required by the

                                        45
<PAGE>

    Internal Revenue Code, six months after separation of service. Dividend
    equivalents are paid on the restricted stock units at the same rate as paid
    on the Heinz's common stock.

(3) All option awards and those restricted stock unit awards made prior to the
    spin-off of certain businesses to Del-Monte Corporation on December 20, 2002
    have been adjusted to reflect the stock distribution made in connection with
    such spin-off.

(4) Includes for fiscal year 2005 for Messrs. Cullo, Johnson, Berger, Moran,
    Jimenez, and Winkleblack, respectively, the following: (i) amounts
    contributed by Heinz under Heinz's retirement plans, $35,542, $359,250,
    $55,253, $69,000, $73,833, and $92,758; (ii) amounts paid by Heinz to
    executives for payment of premiums allocable to executive life insurance
    provided by Heinz, $7,664, $101,822, $38,103, $2,149, $7,936, and $9,485(see
    description of bonus life insurance program under the Executive Estate Life
    Insurance Program heading); and (iii) the portion of interest accrued (but
    not currently paid or payable) on deferred compensation above 120% of the
    applicable federal long-term rate, $0, $21,265,$10,633, $0, $0, and $0.

                                        46
<PAGE>

                   OPTION GRANTS BY HEINZ IN FISCAL YEAR 2005

<Table>
<Caption>
                                                                                         Grant Date
                                                  Individual Grants                         Value
                                -----------------------------------------------------   -------------
                                Number of
                                  Shares       Percent of
                                Underlying        Total
                                 Options     Options Granted   Exercise                  Grant Date
                                 Granted      to Employees       Price     Expiration   Present Value
Name                              (#)(1)     in Fiscal Year    ($/Share)      Date         ($)(2)
----                            ----------   ---------------   ---------   ----------   -------------
<S>                             <C>          <C>               <C>         <C>          <C>
L. A. Cullo, Jr. .............     2,750            .17          37.06      5/19/14          25,713
W. R. Johnson.................   294,363          18.54          37.06      5/19/14       2,752,294
J. P. Berger..................    37,000           2.33          37.06      5/19/14         345,950
D. C. Moran...................    37,000           2.33          37.06      5/19/14         345,950
J. Jimenez....................    60,000           3.78          37.06      5/19/14         561,000
A. B. Winkleblack.............    51,000           3.21          37.06      5/19/14         476,850
</Table>

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

(1) All options were granted in May 2004, pursuant to the terms of Heinz's stock
    option plans and have identical terms. All options vest in 25% annual
    increments commencing on May 19, 2005, the first anniversary of the grant
    date.

(2) The estimated grant date present value reflected in the above table is
    determined using the Black-Scholes model. The material assumptions and
    adjustments incorporated in the Black-Scholes model in estimating the value
    of the option grants reflected in the above table include the following: (i)
    exercise price for the options ($37.06) equal to the fair market value of
    the underlying Heinz common stock on the date of grant; (ii) expected option
    term of 7.9 years; (iii) dividend yield of 2.95%; (iv) risk-free interest
    rate of 4.39%; and (v) volatility of 25.42%. The ultimate values of the
    options will depend on the future market price of Heinz's common stock,
    which cannot be forecasted with reasonable accuracy. The actual value, if
    any, an optionee will realize upon exercise of an option will depend on the
    excess of the market value of Heinz's common stock over the exercise price
    on the date the option is exercised.

AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR 2005 AND
FISCAL YEAR-END OPTION/SAR VALUE(1)

<Table>
<Caption>
                                                      Number of Securities          Value of Unexercised
                                                     Underlying Unexercised             In-the-Money
                                                          Options/SARs             Options/SARs at Fiscal
                         Shares                        at Fiscal Year-End              Year-End($)(2)
                       Acquired on      Value      ---------------------------   ---------------------------
Name                   Exercise(#)   Realized($)   Exercisable   Unexercisable   Exercisable   Unexercisable
----                   -----------   -----------   -----------   -------------   -----------   -------------
<S>                    <C>           <C>           <C>           <C>             <C>           <C>
L. A. Cullo, Jr. ....     2,200        27,828          61,925         40,345        125,037        133,677
W. R. Johnson........         0             0       2,597,389      1,648,817      6,742,137      2,727,858
J. P. Berger.........         0             0         416,383        181,745      1,582,694        310,217
D. C. Moran..........         0             0         301,666        132,280        390,889        330,717
J. Jimenez...........         0             0         559,368        253,550        671,460        743,466
A. B. Winkleblack....         0             0         149,804        225,701        187,769        614,177
</Table>

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

(1) All options are denominated in shares of Heinz.

(2) All options granted prior to December 20, 2002 were adjusted to reflect the
    stock distribution resulting from the spin-off of certain businesses to Del
    Monte Corporation on that date.

(3) The "Value of Unexercised In-the-Money Options at Fiscal Year-End" is
    calculated based on the difference in options with exercise prices less than
    the closing price of Heinz stock on April 27, 2005 ($36.87), compared to the
    grant date exercise price, times the number of options.

                                        47
<PAGE>

              LONG-TERM INCENTIVE PLANS AWARDS IN LAST FISCAL YEAR

<Table>
<Caption>
                                                                     Estimated Future Payouts Under Non-
                                                                           Stock Price-Based Plans
                                                  Performance or    -------------------------------------
                             Number of Shares,     Other Period
                              Units, or Other    Until Maturation   Threshold      Target       Maximum
Name                             Rights(#)          or Payout          ($)          ($)           ($)
----                         -----------------   ----------------   ---------    ----------   -----------
<S>                          <C>                 <C>                <C>          <C>          <C>
L. A. Cullo................          1                2 years           0          124,800       280,800
W. R. Johnson..............          1                2 years           0        5,760,000    12,960,000
J. P. Berger...............          1                2 years           0          925,000     2,081,250
D. Moran...................          1                2 years           0          750,000     1,687,500
J. Jimenez.................          1                2 years           0        1,150,000     2,587,500
A. B. Winkleblack..........          1                2 years           0        1,075,000     2,418,750
</Table>

PERFORMANCE UNIT AWARDS UNDER LONG-TERM INCENTIVE PROGRAM

     In order to further link the compensation of executives with the interests
of shareholders, in Fiscal 2005 Heinz granted performance awards as permitted in
the Fiscal Year 2003 Stock Incentive Plan, subject to achievement of performance
goals, restrictions and conditions specified in advance by the Management
Development and Compensation Committee of Heinz (the "Committee"). These new
performance awards are tied to Heinz financial measures and are expected to
replace a large portion of stock options and restricted stock units beginning in
Fiscal Year 2005. For the performance period from April 29, 2004 through May 3,
2006, the measures are established by the Committee based on the compound annual
growth rate of net income ("NI") and sales growth amounts.

     Awards are payable at the end of the 2-year performance period based upon
Heinz's achieving the NI and sales growth targets. Once the minimum NI goal is
met, the amount of any award is dependent upon the level of sales growth of
Heinz for the performance period. If Heinz meets or exceeds the peer group
median with regard to NI over the performance period and generates at least flat
sales, the Committee may, in its discretion, authorize payment of up to 50% of
any target award to participants excluding the Chief Executive Officer of Heinz.
In addition, if Heinz does not remain in or above the third quartile when
comparing its performance to that of its peer group companies on a relative
total shareholder return basis, the Committee will exercise its discretion to
reduce payouts for named executive officers.

     If earned, 50% of the payout on the performance award will be made in cash
and 50% will be made in stock valued at the fair market value of Heinz common
stock as of the date of the payout. However, if the executive has met applicable
stock ownership guidelines, the performance award may be paid in cash. Mr.
Johnson has met the applicable stock ownership guideline as published by the
Committee. Nevertheless, the Committee determined on the grant date of the award
that Mr. Johnson's performance award, if earned, will be paid half in cash and
half in stock. For, Mr. Berger, Mr. Moran, Mr. Jimenez, Mr. Winkleblack, and Mr.
Johnson, any stock received as partial payout on the performance award will be
deferred until the retirement or termination of employment or until the
executive is no longer a named executive officer of Heinz.

RETIREMENT BENEFITS

     Most full-time salaried employees in the United States who were hired
before January 1, 1993 are entitled to retirement benefits from Plan A of the H.
J. Heinz Company Employees' Retirement System ("Plan A"). Benefits are based on
credited service and five-year average eligible compensation through December
31, 1992, the date on which Plan A was frozen. Since January 1, 1993, retirement
benefits have been provided by Heinz through an age-related contribution account
within the Employees Retirement and Savings Plan and the Employees Retirement
and Savings Excess Plan.

     Heinz has a Supplemental Executive Retirement Plan (the "SERP"), which
provides additional retirement benefits for eligible executives, including the
named executive officers in the Summary

                                        48
<PAGE>

Compensation Table. The SERP was adopted in order to attract and retain
executives, and to compensate them for reductions in benefits due to limitations
imposed by the Internal Revenue Code. Benefits under the SERP are paid as a
single lump sum cash payment upon retirement at age 55 or later, after at least
5 years of service.

     Effective May 1, 2004, the Board of Directors of Heinz amended the SERP to
provide future service benefits under a cash balance plan. Under the cash
balance plan formula, a participant receives monthly pay credits based on the
participant's annual bonus category; each of the named executive officers of
Heinz receives a pay credit of 8% of eligible compensation. The accumulated
credits earn 5% interest, compounded monthly.

     For service prior to May 1, 2004, participants receive a payment equal to
the product of a service-related multiple, frozen as of May 1, 2004, and the
participant's final average eligible compensation during the highest five of the
ten years immediately prior to retirement. This product is reduced by (i) the
lump sum value of the Plan A benefit (if any), and (ii) the value of the
participant's Age-Related Company Contribution Account under the Employees
Retirement and Savings Plan and the Employees Retirement and Savings Excess
Plan.

     In addition to benefits under the SERP, Mr. Johnson receives benefits under
an enhancement to the SERP that the Board of Directors approved on May 6, 2002.
This enhancement provides for an additional benefit equal to 3.85% of final
average earnings for each additional year of service after the date of the SERP
enhancement. This benefit is subject to a maximum enhancement of 26.95% at 7
additional years of service. The enhancement is further limited to a total
benefit equivalent to an annual annuity (from all of the Company's retirement
arrangements) of 60% of final average earnings at retirement on or after the age
of 60 (excluding any value received from equity awards and long-term
incentives).

     This enhanced benefit fully vests on May 6, 2007, subject to Mr. Johnson's
continued employment. If Mr. Johnson is involuntarily terminated from his
position for a reason other than for cause, the benefit will fully vest as of
the date of his termination.

     The following table entitled "U.S. Retirement Plans" shows the estimated
retirement benefit for each of the named executive officers from all sources
described above, stated as an annual pension equivalent beginning at age 65. The
estimates assume that each executive works until age 65, and that eligible
compensation under the SERP, the executive's base salary, annual bonus, and
restricted stock units received in lieu of cash bonus, remain constant at Fiscal
Year 2005 amounts.

                             U.S. RETIREMENT PLANS

<Table>
<Caption>
                                                              Estimated Annual Annuity
                                                               Starting at Age 65 ($)
                                                              ------------------------
<S>                                                           <C>
L. A. Cullo................................................            174,840
W. R. Johnson..............................................          1,890,000
J. Berger..................................................            375,546
D. Moran...................................................            350,850
J. Jimenez.................................................            515,027
A. B. Winkleblack..........................................            363,211
</Table>

EXECUTIVE ESTATE LIFE INSURANCE PROGRAM

     In December 2001, Heinz adopted an executive estate life insurance program
("EELIP") for certain eligible executives. Under the EELIP, in 2001 and 2002,
eligible executives, including two of the named executive officers, relinquished
compensation in exchange for Heinz's funding of a split-dollar life insurance
policy purchased by the executive's family trust ("EELIP Loans"). Each of the
EELIP Loans was subject to vesting, and Heinz will automatically be repaid the
amount of the EELIP

                                        49
<PAGE>

Loans plus interest thereon from the proceeds of the policy after the
participant's and/or participant's spouse's death, as applicable. In March 2003,
the EELIP was amended to eliminate the EELIP loan feature and convert the
split-dollar life insurance program into a bonus life insurance program.

     Heinz has outstanding EELIP Loans to Messrs. Johnson and Berger, executive
officers of Heinz. These EELIP Loans to Messrs. Johnson and Berger fully vested
on or before September 2003, accrue interest at the annual rate of 4.99% and
4.6%, respectively, and, consistent with the EELIP, will be automatically repaid
to Heinz upon payment under the related life insurance policy. As of April 27,
2005, the total due to Heinz plus accrued interest under these EELIP Loans were
$5,738,293 and $507,370 from Messrs. Johnson and Berger.

     The above-referenced EELIP Loans which will be automatically repaid, with
interest, to Heinz upon payment under the policy, are permitted to remain
outstanding under the Sarbanes-Oxley Act of 2002, so long as their terms are not
materially modified.

SEVERANCE ARRANGEMENTS AND SPECIAL RESTRICTED STOCK UNIT AWARDS

     Heinz maintains severance agreements with its executive officers and
certain other key executives. If an executive's employment is terminated
involuntarily other than for cause, or voluntarily for good reason, within two
years after a change in control of Heinz, the agreements provide for the lifting
of restrictions on outstanding incentive awards, continuation of medical, life
insurance and disability coverage for a three-year period, and a lump sum
payment equal to three times the sum of the annual salary and bonus, including
restricted stock units granted in lieu of a portion of the cash bonus
opportunity (as determined under the severance agreements), of the executive
plus a benefit determined by taking into account an additional three years of
age and service for purposes of calculating retirement benefits. The agreements
also provide that Heinz will reimburse the executive for the impact of excise
taxes, if any, which may be imposed under the Internal Revenue Code with respect
to certain payments contingent on a change in control. Recently, the Management
Development and Compensation Committee of the Board of Directors of Heinz
approved the grant of severance agreements to an expanded group of key
executives of Heinz, including Mr. Cullo.

     Heinz has, on occasion, made restricted stock unit awards intended to
facilitate retention of key employees or constitute performance awards for
exceptional service to the business. Such awards have contained provisions
including either accelerated vesting in the case of special performance awards,
or vesting on the fifth year anniversary of the grant without the possibility of
earlier vesting in the case of special retention awards. As noted in the Summary
Compensation Table, Mr. Berger received an award of 26,364 restricted stock
units in lieu of a portion of his cash bonus for fiscal year 2005, which vested
upon the attainment of certain predetermined financial objectives relative to
his business unit on June 3, 2005. Additionally, as reflected in the Summary
Compensation Table, Heinz approved a grant of 10,000 restricted stock units in
fiscal year 2005 to Mr. Moran as a special retention award, which will vest in
five years from the date of grant. These restricted stock units will be
forfeited in the event Mr. Moran leaves the employ of Heinz before the vesting
date by reason of voluntary termination, involuntary termination with or without
cause, or retirement. Executive officers are required to automatically defer
receipt of any restricted stock units until termination of employment, or in
some cases as required by the Internal Revenue Code, six months after separation
of service.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table sets forth all equity securities of Heinz beneficially
owned as of May 31, 2005 by each director and executive officer named in the
Summary Compensation Table, and all directors,

                                        50
<PAGE>

director nominees and executive officers as a group, being eight in number. No
named executive officer or director holds equity securities of Heinz Finance.

<Table>
<Caption>
                                                           Shares of Heinz
                                                            Common Stock     Percent of
Name                                                       Owned(1)(2)(3)     Class(4)
----                                                       ---------------   ----------
<S>                                                        <C>               <C>
Jeffrey P. Berger........................................       520,608           --
Leonard A. Cullo, Jr. ...................................        74,205           --
Joseph Jimenez...........................................       642,436           --
William R. Johnson.......................................     3,203,162           --
Edward J. McMenamin......................................       204,717           --
David C. Moran...........................................       322,837           --
Andrew Stidd.............................................             0           --
Arthur B. Winkleblack....................................       189,877           --
All directors, director nominees and executive officers
  as a group.............................................     5,157,842           --
</Table>

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

(1) Shares listed in this column include all shares in which the named
    individuals and all directors and executive officers as a group have a
    present beneficial economic interest, and also include all shares allocated
    to the accounts of the named individuals and all directors and executive
    officers as a group under Heinz's Employees Retirement and Savings Plan
    (L.A. Cullo, 4,088; W.R. Johnson, 80,218; J.P. Berger, 26,275; D.C. Moran,
    161; J. Jimenez, 12,244; A.B. Winkleblack, 2,403; E.J. McMenamin, 13,917;
    and A. Stidd, 0). Each person has both sole voting and sole investment power
    with respect to the shares listed unless otherwise indicated.

(2) Shares listed include shares subject to stock options granted under Heinz's
    stock option plans and exercisable within 60 days following May 31, 2005
    (L.A. Cullo, 62,613; W.R. Johnson, 2,670,980; J.P. Berger, 425,633; D.C.
    Moran, 310,916; J. Jimenez, 574,369; A.B. Winkleblack, 162,554; E.J.
    McMenamin, 168,860; and A. Stidd, 0).

(3) Shares listed include restricted stock units for Mr. Berger, whose grant of
    restricted stock units in lieu of a portion of his cash bonus for fiscal
    year 2005 vested on June 3, 2005 upon achieving specified performance
    objectives.

(4) Percentages of less than 1 percent are omitted.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Heinz Finance and Heinz have entered into agreements that provide for
financial support, administrative and other services, reimbursement for employee
services and intellectual property. This section describes those material
agreements between Heinz Finance and Heinz.

  Operational Agreements

     Heinz Finance entered into a services agreement with Heinz pursuant to
which Heinz provides certain accounting, legal, tax and other support services
and facilities to us. Under the services agreement, we reimburse Heinz for
services provided by Heinz thereunder. In addition, some of the officers and
employees of Heinz Finance are officers or employees of Heinz or its affiliates.
In particular, Heinz Management Company employs the salaried people who conduct
the business of Heinz LP, the largest subsidiary of Heinz Finance, and the costs
and expenses of those employees are reimbursed by Heinz LP. If any individual
provides more than de minimis services to both Heinz and Heinz Finance, the
compensation of that individual will be apportioned between the two groups on
terms no less favorable to us than we could obtain from unaffiliated entities.
We pay a royalty to Promark Brands, Inc., for use of trademarks historically
used in Heinz's U.S. business.

                                        51
<PAGE>

  Guarantee Facility Agreement; Liquidity Agreement

     Heinz Finance has a guarantee facility agreement with Heinz, pursuant to
which Heinz agrees to guarantee our payment of third-party obligations we have
issued or owe. We pay Heinz fees equal to 10 basis points per year of the sum of
the highest balance of the debt obligations with respect to which Heinz is a
guarantor and the highest balance of the debt obligations with respect to which
Heinz is a co-obligor. Under the terms of a liquidity agreement between Heinz
and Heinz Finance, Heinz agreed to provide or make available to us from time to
time loans in an aggregate principal amount of up to $400 million outstanding at
any one time, with normal and customary conditions to disbursement for each loan
made. Each loan under the liquidity agreement will bear interest at a floating
rate per annum equal to the then applicable LIBOR plus 100 basis points. We pay
Heinz a fee of 25 basis points per annum of the amount of loans available but
not drawn.

  Other Agreements

     For further information regarding related party transactions, see Note 8 of
Heinz Finance's consolidated financial statements for the fiscal years ended
April 27, 2005, April 28, 2004 and April 30, 2003 included in this Form 10-K.

ITEM 14. PRINCIPAL AUDITOR FEES AND SERVICES.

     PricewaterhouseCoopers LLP has been the independent accounting firm and has
audited the financial statements of Heinz Finance since Fiscal 2002.

     The aggregate fees billed for each of the past two fiscal years are set
forth below:

<Table>
<Caption>
                                                              FISCAL YEAR   FISCAL YEAR
                                                                 2005          2004
                                                              -----------   -----------
<S>                                                           <C>           <C>
Audit Fees..................................................   $201,960      $184,033
Audit-Related Fees..........................................   $     --      $     --
Tax Services................................................   $144,450      $150,000
All other services..........................................   $     --      $     --
                                                               --------      --------
Total Fees..................................................   $346,410      $334,033
                                                               ========      ========
</Table>

     The audit fees relate to professional services rendered for the audit and
review of the consolidated financial statements of Heinz Finance, the issuance
of comfort letters and consents, and assistance with the review of documents
filed with the SEC. The tax services fees relate to tax compliance in connection
with the preparation of the partnership tax returns.

     Heinz Finance's Board of Directors adopted a revised policy effective since
Fiscal 2004 which prohibits Heinz Finance from entering into non-audit related
consulting agreements for services considered to have an impact on independence,
and for all services prohibited by the Sarbanes-Oxley Act of 2002 and Securities
and Exchange Commission regulations. The policy also contains procedures
requiring Heinz Finance's Board of Directors' pre-approval of all audit and
permitted non-audit services provided by the external auditors.

                                        52
<PAGE>

                                    PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

<Table>
<C>     <S>  <C>
(a)(1)  The following financial statements and report are filed as part of this report under
        Item 8 -- "Financial Statements and Supplementary Data":
             Report of Independent Registered Public Accounting Firm of PricewaterhouseCoopers LLP dated July 25,
             2005, on Heinz Finance's consolidated financial statements and financial statement schedule filed as
             a part hereof for the fiscal years ended April 27, 2005, April 28, 2004 and April 30, 2003
             Consolidated Statements of Income for the fiscal years ended April 27, 2005, April 28, 2004 and
             April 30, 2003
             Consolidated Balance Sheets as of April 27, 2005 and April 28, 2004
             Consolidated Statements of Shareholder's Equity for the fiscal years ended April 27, 2005, April 28,
             2004 and April 30, 2003
             Consolidated Statements of Cash Flows for the fiscal years ended April 27, 2005, April 28, 2004, and
             April 30, 2003
             Notes to Consolidated Financial Statements
   (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
             27, 2005, April 28, 2004 and April 30, 2003
        All 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.
</Table>

<Table>
<C>       <S>       <C>       <C>         <C>
   (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)      Heinz Finance's Certificate of Incorporation is incorporated herein by reference
                    to Exhibit 3.1 to Heinz Finance's Registration Statement on Form S-4
                    (Reg. 333-85064).
          3(ii)     Heinz Finance's By-Laws are incorporated herein by reference to Exhibit 3.2 to
                    Heinz Finance's Registration Statement on Form S-4 (Reg. 333-85064).
          4.        Except as set forth below, there are no instruments with respect to long-term debt
                    of Heinz Finance that involve indebtedness or securities authorized thereunder
                    exceeding 10 percent of the total assets of Heinz Finance on a consolidated basis.
                    Heinz Finance agrees to file a copy of any instrument or agreement defining the
                    rights of holders of long-term debt of Heinz Finance upon request of the
                    Securities and Exchange Commission.
                    (a)       The Indenture between Heinz and The First National Bank of Chicago dated
                              as of July 15, 1992 is incorporated herein by reference to Exhibit 4(a)
                              to Heinz's Registration Statement on Form S-3 (Reg. No. 333-48017) and
                              the supplements to such Indenture are incorporated herein by reference
                              to Heinz's Form 8-Ks dated March 25, 1998 and July 16, 1998 relating to
                              Heinz's $300,000,000 6% Notes due 2008 and $250,000,000 6.375%
                              Debentures due 2028, respectively.
                              (i)         The Supplement dated May 3, 2001 among Heinz, Heinz Finance
                                          and Bank One, National Association to the Indenture is
                                          incorporated herein by reference to Exhibit 4(a)(i) of
                                          Heinz's Form 10-K for the fiscal year ended May 2, 2001.
</Table>

                                        53
<PAGE>
<Table>
<C>       <S>       <C>       <C>         <C>
                    (b)       The Indenture between Heinz and Bank One, National Association dated
                              November 6, 2000, is incorporated herein by reference to Exhibit 4 to
                              Heinz's Quarterly Report on Form 10-Q for the nine months ended January
                              31, 2001.
                              (i)         The Supplement dated May 3, 2001 among Heinz, Heinz Finance
                                          and Bank One, National Association to the Indenture is
                                          incorporated herein by reference to Exhibit 4(b)(i) of
                                          Heinz's Annual Report on Form 10-K for the fiscal year ended
                                          May 2, 2001.
                              (ii)        The second Supplement dated November 15, 2002 among Heinz,
                                          Heinz Finance and Bank One, National Association to the
                                          Indenture is incorporated by reference to Exhibit 4 of Heinz
                                          Finance's Quarterly Report on Form 10-Q for the nine months
                                          ended January 29, 2003.
                              (iii)       The third Supplement dated November 10, 2004 among Heinz,
                                          Heinz Finance and Bank One, National Association is
                                          incorporated by reference to Exhibit 4 of Heinz Finance's
                                          Quarterly Report on Form 10-Q for the nine months ended
                                          January 26, 2005.
                              (iv)        The fourth Supplement dated November 24, 2004 among Heinz,
                                          Heinz Finance and Bank One, National Association is
                                          incorporated herein by reference to Exhibit 4 of Heinz
                                          Finance's Quarterly Report on Form 10-Q for the nine months
                                          ended January 26, 2005.
                    (c)       The Indenture among Heinz, Heinz Finance and Bank One, National
                              Association dated as of July 6, 2001 relating to Heinz Finance'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 Heinz's Annual Report on
                              Form 10-K for the fiscal year ended May 1, 2002.
                    (d)       The Certificate of Designations, Preferences and Rights of Voting
                              Cumulative Preferred Stock, Series A of Heinz Finance is incorporated
                              herein by reference to Exhibit 4 of Heinz's Quarterly Report on Form
                              10-Q for the three months ended August 1, 2001.
          10        (a)       Liquidity Agreement dated as of June 26, 2001 between Heinz and Heinz
                              Finance is incorporated herein by reference to Exhibit 10.1 of Heinz
                              Finance's Registration Statement on Form S-4 (Reg. 333-85064).
                    (b)       Administrative Services Agreement dated as of May 1, 2001 between Heinz
                              and Heinz Finance is incorporated herein by reference to Exhibit 10.2 of
                              Heinz Finance's Registration Statement on Form S-4 (Reg. 333-85064).
                    (c)       Guarantee Facility Letter Agreement dated May 3, 2001 to Heinz Finance
                              from Heinz is incorporated herein by reference to Exhibit 10.3 of Heinz
                              Finance's Registration Statement on Form S-4 (Reg. 333-85064).
                    (d)       Third Amended and Restated Partnership Agreement of H. J. Heinz Company,
                              L.P. is incorporated herein by reference to Exhibit 10.6 of Heinz
                              Finance's Registration Statement on Amendment No. 2 to Form S-4 (Reg.
                              333-85064).
                              (i)         First Amendment to Third Amended and Restated Partnership
                                          Agreement incorporated herein by reference to Exhibit 10(a)
                                          to H.J. Heinz Company's Quarterly Report on Form 10-Q for
                                          the period ended January 28, 2004.
                              (ii)        Second Amendment to Third Amended and Restated Partnership
                                          Agreement incorporated herein by reference to Exhibit 10(b)
                                          to H.J. Heinz Company's Quarterly Report On Form 10-Q for
                                          the period ended January 28, 2004.
</Table>

                                        54
<PAGE>
<Table>
<C>       <S>       <C>       <C>         <C>
                              (iii)       Third Amendment to Third Amended and Restated Partnership
                                          Agreement.
                    (e)       Management contracts and compensatory plans:
                              (i)         1986 Deferred Compensation Program for H. J. Heinz Company
                                          and affiliated companies, as amended and restated in its
                                          entirety effective December 6, 1995, is incorporated herein
                                          by reference to Exhibit 10(c)(i) to H. J. Heinz Company's
                                          Annual Report on Form 10-K for the fiscal year ended May 1,
                                          1995.
                              (ii)        H. J. Heinz Company 1990 Stock Option Plan is incorporated
                                          herein by reference to Appendix A to H. J. Heinz Company's
                                          Proxy Statement dated August 3, 1990.
                              (iii)       H. J. Heinz Company 1994 Stock Option Plan is incorporated
                                          herein by reference to Appendix A to H. J. Heinz Company's
                                          Proxy Statement dated August 5, 1994.
                              (iv)        H. J. Heinz Company Supplemental Executive Retirement Plan,
                                          as amended, is incorporated herein by reference to Exhibit
                                          10(c)(ix) to H. J. Heinz Company's Annual Report on Form
                                          10-K for the fiscal year ended April 28, 1993.
                              (v)         H. J. Heinz Company Executive Deferred Compensation Plan (as
                                          amended and restated on December 27, 2001) is incorporated
                                          herein by reference to Exhibit 10(a)(vii) of H. J. Heinz
                                          Company's Annual Report on Form 10-K for the fiscal year
                                          ended May 1, 2002.
                              (vi)        H. J. Heinz Company Incentive Compensation Plan is
                                          incorporated herein by reference to Appendix B to H. J.
                                          Heinz Company's Proxy Statement dated August 5, 1994.
                              (vii)       H. J. Heinz Company Stock Compensation Plan for Non-
                                          Employee Directors is incorporated herein by reference to
                                          Appendix A to H. J. Heinz Company's Proxy Statement dated
                                          August 3, 1995.
                              (viii)      H. J. Heinz Company 1996 Stock Option Plan is incorporated
                                          herein by reference to Appendix A to H. J. Heinz Company's
                                          Proxy Statement dated August 2, 1996.
                              (ix)        H. J. Heinz Company Deferred Compensation Plan for Directors
                                          is incorporated herein by reference to Exhibit 10(a)(xiii)
                                          to H. J. Heinz Company's Annual Report on Form 10-K for the
                                          fiscal year ended April 29, 1998.
                              (x)         H. J. Heinz Company Global Stock Purchase Plan is
                                          incorporated herein by reference to Appendix A to H. J.
                                          Heinz Company's Proxy Statement dated August 3, 1999.
                              (xi)        Form of Severance Protection Agreement is incorporated
                                          herein by reference to Exhibit 10(a)(xiv) to H. J. Heinz
                                          Company's Annual Report on Form 10-K for the fiscal year
                                          ended May 3, 2000.
                              (xii)       H. J. Heinz Company 2000 Stock Option Plan is incorporated
                                          herein by reference to Appendix A to H. J. Heinz Company's
                                          Proxy Statement dated August 4, 2000.
                              (xiii)      H. J. Heinz Company Executive Estate Life Insurance Program
                                          is incorporated herein by reference to Exhibit 10(a)(xv) to
                                          H. J. Heinz Company's Annual Report on Form 10-K for the
                                          fiscal year ended May 1, 2002.
                              (xiv)       H. J. Heinz Company Restricted Stock Recognition Plan for
                                          Salaried Employees is incorporated herein by reference to
                                          Exhibit 10(a)(xiv) to H. J. Heinz Company's Annual Report on
                                          Form 10-K for the fiscal year ended May 1, 2002.
</Table>

                                        55
<PAGE>
<Table>
<C>       <S>       <C>       <C>         <C>
                              (xv)        H. J. Heinz Company Fiscal Year 2003 Stock Incentive Plan is
                                          incorporated herein by reference to H. J. Heinz Company's
                                          Proxy Statement dated August 2, 2002.
                              (xvi)       H. J. Heinz Company Senior Executive Incentive Compensation
                                          Plan is incorporated herein by reference to H. J. Heinz
                                          Company's Proxy Statement dated August 2, 2002.
                              (xvii)      Form of First Amendment to Severance Protection Agreement is
                                          incorporated herein by reference to Exhibit 10(a)(xxi) to H.
                                          J. Heinz Company's Annual Report on Form 10-K for the fiscal
                                          year ended April 30, 2003.
                              (xviii)     Deferred Compensation Plan for Non-Employee Directors of H.
                                          J. Heinz Company (as amended and restated effective January
                                          1, 2004) is incorporated herein by reference to H. J. Heinz
                                          Company's Quarterly Report on Form 10-Q for the three months
                                          ended January 28, 2004.
                              (xix)       Form of Stock Option Award and Agreement for U.S. Employees
                                          is incorporated herein by reference to Exhibit 10 (a) to the
                                          H. J. Heinz Company's Quarterly Report on Form 10-Q for the
                                          quarterly period ended January 26, 2005.
                              (xx)        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 H. J.
                                          Heinz Company's Quarterly Report on Form 10-Q for the
                                          quarterly period ended January 26, 2005.
                              (xxi)       Form of Restricted Stock Unit Award and Agreement for U.S.
                                          Employees is incorporated herein by reference to Exhibit 10
                                          (a) to H. J. Heinz Company's Quarterly Report on Form 10-Q
                                          for the quarterly period ended January 26, 2005.
                              (xxii)      Form of Restricted Stock Unit Award and Agreement for
                                          Non-U.S. Based Employees is incorporated herein by reference
                                          to Exhibit 10 (a) to H. J. Heinz Company's Quarterly Report
                                          on Form 10-Q for the quarterly period ended January 26,
                                          2005.
                              (xxiii)     Form of Five-Year Restricted Stock Unit Retention Award and
                                          Agreement for U.S. Employees is incorporated herein by
                                          reference to Exhibit 10 (a) to H. J. Heinz Company's
                                          Quarterly Report on Form 10-Q for the quarterly period ended
                                          January 26, 2005.
                              (xxiv)      Form of Five-Year Restricted Stock Unit Retention Award and
                                          Agreement for Non-U.S. Based Employees is incorporated
                                          herein by reference to Exhibit 10 (a) to H. J. Heinz
                                          Company's Quarterly Report on Form 10-Q for the quarterly
                                          period ended January 26, 2005.
                              (xxv)       Form of Three-Year Restricted Stock Unit Retention Award and
                                          Agreement for U.S. Employees is incorporated herein by
                                          reference to Exhibit 10 (a) to H. J. Heinz Company's
                                          Quarterly Report on Form 10-Q for the quarterly period ended
                                          January 26, 2005.
                              (xxvi)      Form of Three-Year Restricted Stock Unit Retention Award and
                                          Agreement for Non-U.S. Based Employees is incorporated
                                          herein by reference to Exhibit 10 (a) to H. J. Heinz
                                          Company's Quarterly Report on Form 10-Q for the quarterly
                                          period ended January 26, 2005.
</Table>

                                        56
<PAGE>
<Table>
<C>       <S>       <C>       <C>         <C>
                              (xxvii)     Form of Performance Unit Award Agreement is incorporated
                                          herein by reference to Exhibit 10 (a) to H. J. Heinz
                                          Company's Quarterly Report on Form 10-Q for the quarterly
                                          period ended January 26, 2005.
                              (xxviii)    Director and Named Officer Compensation.
                              (xxix)      Jeffrey P. Berger Restricted Stock Unit Award and Agreement
                                          dated November 9, 2004 is incorporated herein by reference
                                          to Exhibit 10 (a) of H. J. Heinz Company's Annual Report on
                                          Form 10- K for the fiscal year ended April 27, 2005.
                              (xxx)       Form of Fiscal Year 2006 Restricted Stock Unit Award and
                                          Agreement for U.S. Employees is incorporated herein by
                                          reference to Exhibit 10 (a) of H. J. Heinz Company's Annual
                                          Report on Form 10- K for the fiscal year ended April 27,
                                          2005.
                              (xxxi)      Form of Fiscal Year 2006 Restricted Stock Unit Award and
                                          Agreement for non-U.S. based Employees is incorporated
                                          herein by reference to Exhibit 10 (a) of H. J. Heinz
                                          Company's Annual Report on Form 10- K for the fiscal year
                                          ended April 27, 2005.
                              (xxxii)     Amendment Number One to the H. J. Heinz Company Fiscal Year
                                          2003 Incentive Plan is incorporated herein by reference to
                                          Exhibit 10 (a) of H. J. Heinz Company's Annual Report on
                                          Form 10- K for the fiscal year ended April 27, 2005.
                              (xxxiii)    Amendment Number One to the H. J. Heinz Company 2000 Stock
                                          Option Plan is incorporated herein by reference to Exhibit
                                          10 (a) of H. J. Heinz Company's Annual Report on Form 10-K
                                          for the fiscal year ended April 27, 2005.
                              (xxxiv)     Amendment Number One to the H. J. Heinz Company 1996 Stock
                                          Option Plan is incorporated herein by reference to Exhibit
                                          10 (a) of H. J. Heinz Company's Annual Report on Form 10-K
                                          for the fiscal year ended April 27, 2005.
                              (xxxv)      Form of Fiscal Year 2006 Severance Protection Agreement is
                                          incorporated herein by reference to Exhibit 10 (a) of H. J.
                                          Heinz Company's Annual Report on Form 10- K for the fiscal
                                          year ended April 27, 2005.
          12.       Computation of Ratios of Earnings to Fixed Charges.
          21.       Subsidiaries of the Registrant.
          24.       Powers-of-attorney of Heinz Finance's directors and officers.
          31(a)     Rule 13a-14(a)/15(d)-14(a) Certification by the President.
          31(b)     Rule 13a-14(a)/15(d)-14(a) Certification by Chief Financial Officer.
          32(a)     Certification by the President Relating to the Annual Report Containing Financial
                    Statements.
          32(b)     Certification by the Chief Financial Officer Relating to the Annual Report
                    Containing Financial Statements.
          Copies of the exhibits listed above will be furnished upon request, subject to payment in
          advance of the cost of reproducing the exhibits requested.
</Table>

                                        57
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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, on July 25, 2005.

                                           H. J. HEINZ FINANCE COMPANY
                                                   (Registrant)

                                  By:       /s/ ARTHUR B. WINKLEBLACK
                               .................................................
                                                ARTHUR B. WINKLEBLACK
                                         Director, Vice President and Chief
                                                  Financial Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated, on July 25, 2005.

<Table>
<Caption>
                Signature                                            Capacity
                ---------                                            --------
<C>                                                  <S>

        /s/ LEONARD A. CULLO, JR.                    Director and President
.........................................             (Principal Executive Officer)
          LEONARD A. CULLO, JR.

        /s/ ARTHUR B. WINKLEBLACK                    Director, Vice President and
.........................................             Chief Financial Officer
          ARTHUR B. WINKLEBLACK                      (Principal Financial Officer)

         /s/ EDWARD J. MCMENAMIN                     Director, Vice President and
.........................................             Chief Accounting Officer
           EDWARD J. MCMENAMIN                       (Principal Accounting Officer)

Andrew L. Stidd                  Director            By: /s/  LEONARD A. CULLO, JR.
                                                         -------------------------------------
                                                         LEONARD A. CULLO, JR.
                                                         Attorney-in-fact
</Table>

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.

No annual report, other than the Annual Report for the fiscal year ended April
28, 2004 on Form 10-K, was sent to security holders.

                                        58
<PAGE>

                                                                     SCHEDULE II

                  H. J. HEINZ FINANCE COMPANY AND SUBSIDIARIES

                 VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
      FISCAL YEARS ENDED APRIL 27, 2005, APRIL 28, 2004 AND APRIL 30, 2003
                             (THOUSANDS OF DOLLARS)

<Table>
<Caption>
                                                                    Additions
                                                              ---------------------
                                                 Balance at   Charged to   Charged                 Balance at
                                                 beginning    costs and    to other                  end of
Description                                      of period     expenses    accounts   Deductions     period
-----------                                      ----------   ----------   --------   ----------   ----------
<S>                                              <C>          <C>          <C>        <C>          <C>
Fiscal year ended April 27, 2005:
      Receivables..............................    $2,013       $1,320       $36        $3,229       $  140
                                                   ======       ======       ===        ======       ======
Fiscal year ended April 28, 2004:
      Receivables..............................    $6,274       $3,436       $--        $7,697       $2,013
                                                   ======       ======       ===        ======       ======
Fiscal year ended April 30, 2003:
      Receivables..............................    $2,546       $5,816       $--        $2,088(1)    $6,274
                                                   ======       ======       ===        ======       ======
</Table>

NOTE:

(1) Principally reserves on assets sold, written-off or reclassified or spun
    off.
<PAGE>

                                 EXHIBIT INDEX

<Table>
<Caption>
                               DESCRIPTION OF EXHIBIT
            ------------------------------------------------------------
<S>         <C>
            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)   Heinz Finance's Certificate of Incorporation is
            incorporated herein by reference to Exhibit 3.1 to Heinz
                   Finance's Registration Statement on Amendment No. 2
                   to Form S-4 (Reg. 333-85064).
            3(ii)   Heinz Finance's By-Laws are incorporated herein by
            reference to Exhibit 3.2 to Heinz Finance's Registration
                    Statement on Form S-4 (Reg. 333-85064).
            4.      Except as set forth below, there are no instruments
            with respect to long-term debt of Heinz Finance that involve
                    indebtedness or securities authorized thereunder
                    exceeding 10 percent of the total assets of Heinz
                    Finance on a consolidated basis. Heinz Finance
                    agrees to file a copy of any instrument or agreement
                    defining the rights of holders of long-term debt of
                    Heinz Finance upon request of the Securities and
                    Exchange Commission.
              (a)  The Indenture between Heinz and The First National
            Bank of Chicago dated as of July 15, 1992 is incorporated
                   herein by reference to Exhibit 4(a) to Heinz's
                   Registration Statement on Form S-3 (Reg. No.
                   333-48017) and the supplements to such Indenture are
                   incorporated herein by reference to Heinz's Form 8-Ks
                   dated March 25, 1998 and July 16, 1998 relating to
                   Heinz's $300,000,000 6% Notes due 2008 and
                   $250,000,000 6.375% Debentures due 2028,
                   respectively.
                (i)    The Supplement dated May 3, 2001 among Heinz,
            Heinz Finance and Bank One, National Association to the
                       Indenture is incorporated herein by reference to
                       Exhibit 4(a)(i) of Heinz's Form 10-K for the
                       fiscal year ended May 2, 2001.
              (b)  The Indenture between Heinz and Bank One, National
            Association dated November 6 2000, is incorporated herein by
                   reference to Exhibit 4 to Heinz's Quarterly Report on
                   Form 10-Q for the nine months ended January 31, 2001.
                (i)    The Supplement dated May 3, 2001 among Heinz,
            Heinz Finance and Bank One, National Association to the
                       Indenture is incorporated herein by reference to
                       Exhibit 4(b)(i) of Heinz's Annual Report on Form
                       10-K for the fiscal year ended May 2, 2001.
                (ii)    The second Supplement dated November 15, 2002
            among Heinz, Heinz Finance and Bank One, National
                        Association to the Indenture is incorporated by
                        reference to Exhibit 4 of Heinz Finance's
                        Quarterly Report on Form 10-Q for the nine
                        months ended January 29, 2003.
                (iii)   The third Supplement dated November 10, 2004
            among Heinz, Heinz Finance and Bank One, National
                        Association to the Indenture is incorporated by
                        reference to Exhibit 4 of Heinz Finance's
                        Quarterly Report on Form 10-Q for the nine
                        months ended January 26, 2005.
</Table>
<PAGE>

<Table>
<Caption>
                               DESCRIPTION OF EXHIBIT
            ------------------------------------------------------------
<S>         <C>
                (iv)   The fourth Supplement dated November 24, 2004
            among Heinz, Heinz Finance and Bank One, National
                       Association to the Indenture is incorporated by
                       reference to Exhibit 4 of Heinz Finance's
                       Quarterly Report on Form 10-Q for the nine months
                       ended January 26, 2005.
              (c)  The Indenture among Heinz, Heinz Finance and Bank
            One, National Association dated as of July 6, 2001 Relating
                   to Heinz Finance'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 Heinz's
                   Annual Report on Form 10-k for the fiscal year ended
                   May 1, 2000.
              (d)  The Certificate of Designations, Preferences and
            Rights of Voting Cumulative Preferred Stock, Series A of
                   Heinz Finance is incorporated herein by reference to
                   Exhibit 4 of Heinz's Quarterly Report on Form 10-Q
                   for the three months ended August 1, 2001.
  10(a)       Liquidity Agreement dated as of June 26, 2001 between
            Heinz and Heinz Finance is incorporated herein by reference
              to Exhibit 10.1 of Heinz Finance's Registration Statement
              on Form S-4 (Reg. 333-85064).
    (b)       Administrative Services Agreement dated as of May 1, 2001
            between Heinz and Heinz Finance is incorporated herein by
              reference to Exhibit 10.2 of Heinz Finance's Registration
              Statement on Form S-4 (Reg. 333-85064)
    (c)       Guarantee Facility Letter Agreement dated May 3, 2001 to
            Heinz Finance from Heinz is incorporated herein by reference
              to Exhibit 10.3 of Heinz Finance's Registration Statement
              on Form S-4 (Reg. 333-85064).
    (d)       Third Amended and Restated Partnership Agreement of H. J.
            Heinz Company, L.P. is incorporated herein by reference to
              Exhibit 10.6 of Heinz Finance's Registration Statement on
              Amendment No. 2 to Form S-4 (Reg. 333-85064).
              (i)     First Amendment to Third Amended and Restated
            Partnership Agreement incorporated herein by reference to
                      Exhibit 10(a) to H. J. Heinz Company's Quarterly
                      Report on Form 10-Q for the period ended January
                      28, 2004.
              (ii)     Second Amendment to Third Amended and Restated
            Partnership Agreement incorporated herein by reference to
                       Exhibit 10(b) to H. J. Heinz Company's Quarterly
                       Report On Form 10-Q for the period ended January
                       28, 2004.
              (iii)   Third Amendment to Third Amended and Restated L.P.
                      Agreement.
    (e)       Management contracts and compensatory plans:
              (i)     1986 Deferred Compensation Program for H. J. Heinz
            Company and affiliated companies, as amended and restated in
                      its entirety effective December 6, 1995, is
                      incorporated herein by reference to Exhibit
                      10(c)(i) to H. J. Heinz Company's Annual Report on
                      Form 10-K for the fiscal year ended May 1, 1995.
              (ii)    H. J. Heinz Company 1990 Stock Option Plan is
            incorporated herein by reference to Appendix A to H. J.
                      Heinz Company's Proxy Statement dated August 3,
                      1990.
              (iii)   H. J. Heinz Company 1994 Stock Option Plan is
            incorporated herein by reference to Appendix A to H. J.
                      Heinz Company's Proxy Statement dated August 5,
                      1994.
</Table>
<PAGE>

<Table>
<Caption>
                               DESCRIPTION OF EXHIBIT
            ------------------------------------------------------------
<S>         <C>
              (iv)   H. J. Heinz Company Supplemental Executive
            Retirement Plan, as amended, is incorporated herein by
                     reference to Exhibit 10(c)(ix) to H. J. Heinz
                     Company's Annual Report on Form 10-K for the fiscal
                     year ended April 28, 1993.
              (v)    H. J. Heinz Company Executive Deferred Compensation
            Plan (as amended and restated on December 27, 2001) is
                     incorporated herein by reference to Exhibit
                     10(a)(vii) of H. J. Heinz Company's Annual Report
                     on Form 10-K for the fiscal year ended May 1, 2002.
              (vi)   H. J. Heinz Company Incentive Compensation Plan is
            incorporated herein by reference to Appendix B to H. J.
                     Heinz Company's Proxy Statement dated August 5,
                     1994.
              (vii)   H. J. Heinz Company Stock Compensation Plan for
            Non-Employee Directors is incorporated herein by reference
                      to Appendix A to H. J. Heinz Company's Proxy
                      Statement dated August 3, 1995.
              (viii)  H. J. Heinz Company 1996 Stock Option Plan is
            incorporated herein by reference to Appendix A to H. J.
                      Heinz Company's Proxy Statement dated August 2,
                      1996.
              (ix)   H. J. Heinz Company Deferred Compensation Plan for
            Directors is incorporated herein by reference to Exhibit
                     10(a)(xiii) to H. J. Heinz Company's Annual Report
                     on Form 10-K for the fiscal year ended April 29,
                     1998.
              (x)    H. J. Heinz Company Global Stock Purchase Plan is
            incorporated herein by reference to Appendix A to H. J.
                     Heinz Company's Proxy Statement dated August 3,
                     1999.
              (xi)   Form of Severance Protection Agreement is
            incorporated herein by reference to Exhibit 10(a)(xiv) to H.
                     J. Heinz Company's Annual Report on Form 10-K for
                     the fiscal year ended May 3, 2000.
              (xii)   H. J. Heinz Company 2000 Stock Option Plan is
            incorporated herein by reference to Appendix A to H. J.
                      Heinz Company's Proxy Statement dated August 4,
                      2000.
              (xiii)  H. J. Heinz Company Executive Estate Life
            Insurance Program is incorporated herein by reference to
                      Exhibit 10(a)(xv) to H. J. Heinz Company's Annual
                      Report on Form 10-K for the fiscal year ended May
                      1, 2002.
              (xiv)  H. J. Heinz Company Restricted Stock Recognition
            Plan for Salaried Employees is incorporated herein by
                     reference to Exhibit 10(a)(xiv) to H. J. Heinz
                     Company's Annual Report on Form 10-K for the fiscal
                     year ended May 1, 2002.
              (xv)   H. J. Heinz Company Fiscal Year 2003 Stock
            Incentive Plan is incorporated herein by reference to H. J.
                     Heinz Company's Proxy Statement dated August 2,
                     2002.
              (xvi)  H. J. Heinz Company Senior Executive Incentive
            Compensation Plan is incorporated herein by reference to H.
                     J. Heinz Company's Proxy Statement dated August 2,
                     2002.
              (xvii)  Form of First Amendment to Severance Protection
            Agreement is incorporated herein by reference to Exhibit
                      10(a)(xxi) to H. J. Heinz Company's Annual Report
                      on Form 10-K for the fiscal year ended April 30,
                      2003.
</Table>
<PAGE>

<Table>
<Caption>
                               DESCRIPTION OF EXHIBIT
            ------------------------------------------------------------
<S>         <C>
              (xviii)   Deferred Compensation Plan for Non-Employee
            Directors of H. J. Heinz Company (as amended and restated
                        effective January 1, 2004) is incorporated
                        herein by reference to H. J. Heinz Company's
                        Quarterly Report on Form 10-Q for the three
                        months ended January 28, 2004.
              (xix)     Form of Stock Option Award and Agreement for
            U.S. Employees is incorporated herein by reference to
                        Exhibit 10 (a) to H. J. Heinz Company's
                        Quarterly Report on Form 10-Q for the quarterly
                        period ended January 26, 2005.
              (xx)     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 H. J. Heinz Company's Quarterly Report on
                       Form 10-Q for the quarterly period ended January
                       26, 2005.
              (xxi)     Form of Restricted Stock Unit Award and
            Agreement for U.S. Employees is incorporated herein by
                        reference to Exhibit 10 (a) to H. J. Heinz
                        Company's Quarterly Report on Form 10-Q for the
                        quarterly period ended January 26, 2005.
              (xxii)    Form of Restricted Stock Unit Award and
            Agreement for Non-U.S. Based Employees is incorporated
                        herein by reference to Exhibit 10 (a) to H. J.
                        Heinz Company's Quarterly Report on Form 10-Q
                        for the quarterly period ended January 26, 2005.
              (xxiii)   Form of Five-Year Restricted Stock Unit
            Retention Award and Agreement for U.S. Employees is
                        incorporated herein by reference to Exhibit 10
                        (a) to H. J. Heinz Company's Quarterly Report on
                        Form 10-Q for the quarterly period ended January
                        26, 2005.
              (xxiv)   Form of Five-Year Restricted Stock Unit Retention
            Award and Agreement for Non-U.S. Based Employees is
                       incorporated herein by reference to Exhibit 10
                       (a) to H. J. Heinz Company's Quarterly Report on
                       Form 10-Q for the quarterly period ended January
                       26, 2005.
              (xxv)    Form of Three-Year Restricted Stock Unit
            Retention Award and Agreement for U.S. Employees is
                       incorporated herein by reference to Exhibit 10
                       (a) to H. J. Heinz Company's Quarterly Report on
                       Form 10-Q for the quarterly period ended January
                       26, 2005.
              (xxvi)   Form of Three-Year Restricted Stock Unit
            Retention Award and Agreement for Non-U.S. Based Employees
                       is incorporated herein by reference to Exhibit 10
                       (a) to H. J. Heinz Company's Quarterly Report on
                       Form 10-Q for the quarterly period ended January
                       26, 2005.
              (xxvii)   Form of Performance Unit Award Agreement is
            incorporated herein by reference to Exhibit 10 (a) to H. J.
                        Heinz Company's Quarterly Report on Form 10-Q
                        for the quarterly period ended January 26, 2005.
              (xxviii)  Director and Named Executive Officer
                        Compensation.
              (xxix)   Jeffrey P. Berger Restricted Stock Unit Award and
            Agreement dated November 9, 2004 is incorporated herein by
                       reference to Exhibit 10 (a) of H. J. Heinz
                       Company's Annual Report on Form 10- K for the
                       fiscal year ended April 27, 2005.
</Table>
<PAGE>

<Table>
<Caption>
                               DESCRIPTION OF EXHIBIT
            ------------------------------------------------------------
<S>         <C>
              (xxx)    Form of Fiscal Year 2006 Restricted Stock Unit
            Award and Agreement for U.S. Employees is incorporated
                       herein by reference to Exhibit 10 (a) of H. J.
                       Heinz Company's Annual Report on Form 10- K for
                       the fiscal year ended April 27, 2005.
              (xxxi)   Form of Fiscal Year 2006 Restricted Stock Unit
            Award and Agreement for non-U.S. based Employees is
                       incorporated herein by reference to Exhibit 10
                       (a) of H. J. Heinz Company's Annual Report on
                       Form 10- K for the fiscal year ended April 27,
                       2005.
              (xxxii)   Amendment Number One to the H. J. Heinz Company
            Fiscal Year 2003 Incentive Plan is incorporated herein by
                        reference to Exhibit 10 (a) of H. J. Heinz
                        Company's Annual Report on Form 10- K for the
                        fiscal year ended April 27, 2005.
              (xxxiii)  Amendment Number One to the H. J. Heinz Company
            2000 Stock Option Plan is incorporated herein by reference
                        to Exhibit 10 (a) of H. J. Heinz Company's
                        Annual Report on Form 10- K for the fiscal year
                        ended April 27, 2005.
              (xxxiv)  Amendment Number One to the H. J. Heinz Company
            1996 Stock Option Plan is incorporated herein by reference
                       to Exhibit 10 (a) of H. J. Heinz Company's Annual
                       Report on Form 10-K for the fiscal year ended
                       April 27, 2005.
              (xxxv) Form of Fiscal Year 2006 Severance Protection
            Agreement is incorporated herein by reference to Exhibit 10
                     (a) of H. J. Heinz Company's Annual Report on Form
                     10- K for the fiscal year ended April 27, 2005.
     12.      Computation of Ratios of Earnings to Fixed Charges.
     21.      Subsidiaries of the Registrant.
     24.      Powers-of-attorney of Heinz Finance's directors and
              officers.
     31(a)    Rule 13a-14(a)/15(d)-14(a) Certification by the President.
     31(b)    Rule 13a-14(a)/15(d)-14(a) Certification by Chief
              Financial Officer.
     32(a)    Certification by the President Relating to the Annual
            Report Containing Financial Statements.
     32(b)    Certification by the Chief Financial Officer Relating to
            the Annual Report Containing Financial Statements.
</Table>