SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934
	For the fiscal year ended April 29, 2012
	For the fiscal year ended April 28, 2013
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934
	For the transition period from to

Commission File Number 1-3385

H. J. HEINZ COMPANY

(Exact name of registrant as specified in its charter)



PENNSYLVANIA		25-0542520
(State of Incorporation)		(I.R.S. Employer Identification No.)
One PPG Place		15222
Pittsburgh, Pennsylvania		(Zip Code)
(Address of principal executive offices)

412-456-5700

(Registrant’s telephone number)

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

Title of each class		Name of each exchange on which registered
Common Stock, par value $.25 per share		The New York Stock Exchange
Third Cumulative Preferred Stock,
$1.70 First Series, par value $10 per share		The New York Stock Exchange

None

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

None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes oþ No þo

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 þ No o

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

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. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þo Accelerated filer o Non-accelerated filer oþ(Do not check if a smaller reporting company) Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

As of October 2628, ~~2011~~2012, the aggregate market value of the Registrant’s voting stock held by non-affiliates of the Registrant was approximately $1618.93 billion.

The number of shares of the Registrant’s Common Stock, par value $.25 per share, outstanding as of ~~May~~June 3120, ~~2012~~2013, was ~~320,337,764~~100 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the ~~Registrant’~~Company's ~~Proxy~~Amendment ~~Statement for the Annual Meeting of Shareholders~~ to beForm ~~held on August 28~~10-K, ~~2012,~~ which will be filed with the Securities and Exchange Commission within 120 days after the end of the Registrant’'s fiscal year ended April 2928, ~~2012~~2013, are incorporated into Part III, Items 10, 11, 12, 13, and 14.

Introductory Note

On June 7, 2013, H. J. Heinz Company (the “Company,” “we,” “us,” and “our”) was acquired by H.J. Heinz Holding Corporation (formerly known as Hawk Acquisition Holding Corporation) (“Parent”), a Delaware corporation controlled by Berkshire Hathaway Inc. (“Berkshire Hathaway”) and 3G Special Situations Fund III, L.P. (“3G Capital,” and together with Berkshire Hathaway, the “Sponsors”), pursuant to the Agreement and Plan of Merger, dated February 13, 2013 (the “Merger Agreement”), as amended by the Amendment to Agreement and Plan of Merger, dated March 4, 2013 (the “Amendment”), by and among the Company, Parent and Hawk Acquisition Sub, Inc., a Pennsylvania corporation and wholly owned subsidiary of Parent (“Merger Subsidiary”), in a transaction hereinafter referred to as the “Merger.” As a result of the Merger, all issued and outstanding shares of our common stock outstanding immediately prior to the effective time of the Merger was converted into the right to receive $72.50 in cash, without interest and less applicable withholding taxes thereon, and the Company continued as the surviving corporation in the Merger, becoming an indirect wholly owned subsidiary of Parent.

The total cash consideration paid in connection with the Merger was approximately $28,750,000,000, which was funded from equity contributions from the Sponsors, as well as proceeds received by Merger Subsidiary in connection with debt financing provided by JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association and a syndicate of other lenders pursuant to a new senior secured credit facility (the “Senior Credit Facilities”) and upon the issuance of the Notes (as defined and described herein).

As a result of the Merger and the transactions entered into in connection therewith, we have inherited the liabilities and obligations of Merger Subsidiary, including Merger Subsidiary's obligations under the Senior Credit Facilities. The Senior Credit Facilities consist of (i)(a) term B-1 loans in an aggregate principal amount of $2,950,000,000 (the “B-1 Loans”) and (b) term B-2 loans in aggregate principal amount of $6,550,000,000 (the “B-2 Loans”) in each case under the new senior secured term loan facilities (the “Term Loan Facilities”) and (ii) revolving loans of up to $2,000,000,000 (including revolving loans, swingline loans and letters of credit), a portion of which may be denominated in Euro, Sterling, Australian Dollars, Japanese Yen or New Zealand Dollars, under the new senior secured revolving loan facilities (the “Revolving Credit Facilities”). Concurrently with the consummation of the Merger, the full amount of the term loan was drawn, and no revolving loans were drawn.

Also on June 7, 2013, in connection with the Merger, we executed a Joinder Agreement (the “Purchase Agreement Joinder”) to the Purchase Agreement, dated March 22, 2013 (the “Purchase Agreement”), among Merger Subsidiary, Parent and the several initial purchasers named in the schedule thereto (the “Initial Purchasers”), relating to the issuance and sale by Merger Subsidiary to the Initial Purchasers of $3,100,000,000 in aggregate principal amount of Merger Subsidiary's 4.25% Second Lien Senior Secured Notes due 2020 (the “Notes”), pursuant to which the H. J. Heinz Company and certain of its subsidiaries became parties to the Purchase Agreement. On June 7, 2013, the Company entered into a supplemental indenture to the Indenture dated as of April 1, 2013 governing the Notes pursuant to which the Company assumed all of the obligations of Merger Subsidiary as issuer of the Notes.

We refer to the Merger and the related transactions, including the issuance and sale of the Notes, the entering into the Purchase Agreement Joinder and the borrowings under the Senior Credit Facilities, as the “Transactions.”

As a result of the Merger, our common stock is no longer publicly traded.

CAUTIONARY STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION

Statements about future growth, profitability, costs, expectations, plans, or objectives included in this report, including in management's discussion and analysis, and the financial statements and footnotes, are forward-looking statements based on management's estimates, assumptions, and projections. These forward-looking statements are subject to risks, uncertainties, assumptions and other important factors, many of which may be beyond the Company's control and could cause actual results to differ materially from those expressed or implied in this report and the financial statements and footnotes. Uncertainties contained in such statements include, but are not limited to:


•	the ability of the Company to retain and hire key personnel and maintain relationships with customers, suppliers and other business partners,


•	sales, volume, earnings, or cash flow growth,


•	general economic, political, and industry conditions, including those that could impact consumer spending,


•	competitive conditions, which affect, among other things, customer preferences and the pricing of products, production, and energy costs,


•	competition from lower-priced private label brands,


•	increases in the cost and restrictions on the availability of raw materials including agricultural commodities and packaging materials, the ability to increase product prices in response, and the impact on profitability,


•	the ability to identify and anticipate and respond through innovation to consumer trends,


•	the need for product recalls,


•	the ability to maintain favorable supplier and customer relationships, and the financial viability of those suppliers and customers,


•	currency valuations and devaluations and interest rate fluctuations,


•	changes in credit ratings, leverage, and economic conditions, and the impact of these factors on our cost of borrowing and access to capital markets,


•	our ability to effectuate our strategy, including our continued evaluation of potential opportunities, such as strategic acquisitions, joint ventures, divestitures and other initiatives, our ability to identify, finance and complete these transactions and other initiatives, and our ability to realize anticipated benefits from them,


•	the ability to successfully complete cost reduction programs and increase productivity,


•	the ability to effectively integrate acquired businesses,


•	new products, packaging innovations, and product mix,


•	the effectiveness of advertising, marketing, and promotional programs,


•	supply chain efficiency,


•	cash flow initiatives,


•	risks inherent in litigation, including tax litigation,

•

the ability to further penetrate and grow and the risk of doing business in international markets, particularly our emerging markets, economic or political instability in those markets, strikes, nationalization, and the performance of business in hyperinflationary environments, in each case, such as Venezuela; and the uncertain global macroeconomic environment and sovereign debt issues, particularly in Europe,


•	changes in estimates in critical accounting judgments and changes in laws and regulations, including tax laws,


•	the success of tax planning strategies,


•	the possibility of increased pension expense and contributions and other people-related costs,


•	the potential adverse impact of natural disasters, such as flooding and crop failures, and the potential impact of climate change,


•	the ability to implement new information systems, potential disruptions due to failures in information technology systems, and risks associated with social media, and


•	other factors described in "Risk Factors" below.

The forward-looking statements are and will be based on management's then current views and assumptions regarding future events and speak only as of their dates. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by the securities laws.

PART I


Item 1.	Business.

H. J. Heinz Company was incorporated in Pennsylvania on July 27, 1900. In 1905, it succeeded to the business of a partnership operating under the same name which had developed from a food business founded in 1869 in Sharpsburg, Pennsylvania by Henry J. Heinz. H. J. Heinz Company and its subsidiaries (collectively, the “Company”) manufacture and market an extensive line of food products throughout the world. The Company’s principal products include ketchup, condiments and sauces, frozen food, soups, beans and pasta meals, infant nutrition and other food products.

The Company’s products are manufactured and packaged to provide safe, wholesome foods for consumers, as well as foodservice and institutional customers. Many products are prepared from recipes developed in the Company’s innovation and research centers. Ingredients are carefully selected, inspected and passed on to 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 sealed. Products are prepared by sterilization, blending, fermentation, pasteurization, homogenization, chilling, freezing, pickling, drying, freeze drying, baking or extruding, then labeled and cased for market. Quality assurance procedures are designed for each product and process and applied for quality and compliance with applicable laws.

The Company manufactures (and contracts for the manufacture of) its products from a wide variety of raw food materials. Pre-season contracts are made with farmers for certain raw materials such as a portion of the Company’s requirements of tomatoes, cucumbers, potatoes, onions and some other fruits and vegetables. Ingredients, such as dairy products, meat, sugar and other sweeteners, including high fructose corn syrup, spices, flour and fruits and vegetables, are purchased from approved suppliers.

~~During Fiscal 2012, the Company invested in productivity initiatives designed to increase manufacturing effectiveness and efficiency as well as accelerate overall productivity on a global scale.~~ The ~~initiatives~~following ~~included~~table lists the ~~closure of a~~ number of ~~factories worldwide and a reduction of~~ the ~~global~~Company’s ~~workforce.~~principal ~~See~~food ~~Note~~processing 3,factories ~~"Productivity Initiatives" in Item 8- "Financial Statements~~ and ~~Supplementary~~major ~~Data"~~trademarks ~~and the~~by ~~"Liquidity and Financial Position" section below for additional information on these productivity initiatives.~~ region:

The following table lists the number of the Company’s principal food processing factories and major trademarks by region as of May 31, 2012:



	Factories
	Owned	Leased	Major Owned and Licensed Trademarks
North America	15	4	Heinz, Classico, Quality Chef Foods, Jack Daniel’s, Catelli, Wyler’s, Heinz Bell ’Orto, Bella Rossa, Chef Francisco, Ore-Ida, Tater Tots, Bagel Bites, Weight Watchers* Smart Ones, Poppers, T.G.I. Friday’s*, Delimex, Truesoups, Escalon, PPI, Todd’s, Nancy’s, Lea & Perrins, Renee’s Gourmet, HP, Diana, Bravo, Arthur’s Fresh
Europe	17	—	Heinz, Orlando, Karvan Cevitam, Brinta, Roosvicee, Venz, Weight Watchers, Farley’s, Plasmon, Nipiol, Dieterba, Bi-Aglut, Aproten, Pudliszki, Ross, Honig, De Ruijter, Aunt Bessie, Mum’s Own, Moya Semya, Picador, Derevenskoye, Lea & Perrins, HP, Amoy*, Daddies, Squeezme!, Wyko, Benedicta
Asia/Pacific	24	—	Heinz, Tom Piper, Wattie’s, ABC, Chef, Craig’s, Winna, Hellaby, Hamper, Farley’s, Greenseas, Gourmet, Nurture, Ore-Ida, SinSin, Lea & Perrins, HP, Classico, Weight Watchers, Cottee’s, Rose’s, Complan, Glucon D, Nycil, Golden Circle, La Bonne Cuisine, Original Juice Co., The Good Taste Company, Master, Guanghe
Rest of World	7	2	Heinz, Wellington’s, Today, Mama’s, John West, Farley’s, Complan, HP, Lea & Perrins, Classico, Banquete, Wattie’s, Quero
	63	6	* Used under license

	Factories
	Owned	Leased	Major Owned and Licensed Trademarks
North America	15	4	Heinz, Classico, Quality Chef Foods, Jack Daniel’s, Catelli, Wyler’s, Heinz Bell ’Orto, Bella Rossa, Chef Francisco, Ore-Ida, Tater Tots, Bagel Bites, Weight Watchers* Smart Ones, Poppers, T.G.I. Friday’s*, Delimex, Truesoups, Escalon, PPI, Todd’s, Nancy’s, Lea & Perrins, Renee’s Gourmet, HP, Diana, Bravo, Arthur’s Fresh
Europe	17	1	Heinz, Orlando, Karvan Cevitam, Brinta, Roosvicee, Venz, Weight Watchers, Farley’s, Plasmon, Nipiol, Dieterba, Bi-Aglut, Aproten, Pudliszki, Ross, Honig, De Ruijter, Aunt Bessie, Mum’s Own, Moya Semya, Picador, Derevenskoye, Mechta Hoziajki, Lea & Perrins, HP, Amoy*, Daddies, Squeezme!, Wyko, Benedicta
Asia/Pacific	24	—	Heinz, Tom Piper, Wattie’s, ABC, Chef, Craig’s, Winna, Hellaby, Hamper, Farley’s, Greenseas, Gourmet, Nurture, LongFong, Ore-Ida, SinSin, Lea & Perrins, HP, Classico, Weight Watchers, Cottee’s, Rose’s, Complan, Glucon D, Nycil, Golden Circle, La Bonne Cuisine, Original Juice Co., The Good Taste Company, Master, Guanghe
Rest of World	7	2	Heinz, Wellington’s, Today, Mama’s, John West, Farley’s, Complan, HP, Lea & Perrins, Classico, Banquete, Wattie’s, Quero
	63	7	* Used under license

The Company also owns or leases office space, warehouses, distribution centers and research and other facilities throughout the world. The Company’s food processing factories and principal properties are in good condition and are satisfactory for the purposes for which they are being utilized.

The Company has developed or participated in the development of certain of its equipment, manufacturing processes and packaging, and maintains patents and has applied for patents for some of those developments. The Company regards these patents and patent applications as important but does not consider any one or group of them to be materially important to its business as a whole.

Although crops constituting some of the Company’s raw food ingredients are harvested on a seasonal basis, most of the Company’s products are produced throughout the year. Seasonal factors inherent in the business have always influenced the quarterly sales, operating income and cash flows of the Company. Consequently, comparisons between quarters have always been more meaningful when made between the same quarters of prior years.

quarterly sales, operating income and cash flows of the Company. Consequently, comparisons between quarters have always been more meaningful when made between the same quarters of prior years.

The products of the Company are sold under highly competitive conditions, with many large and small competitors. The Company regards its principal competition to be other manufacturers of prepared foods, including branded retail products, foodservice products and private label products, that compete with the Company for consumer preference, distribution, shelf space and merchandising support. Product quality and consumer value are important areas of competition.

~~The~~ Company’s products are sold through its own sales organizations and through independent brokers, agents and distributors to chain, wholesale, cooperative and independent grocery accounts, convenience stores, bakeries, pharmacies, mass merchants, club stores, foodservice distributors and institutions, including hotels, restaurants, hospitals, health-care facilities, and certain government agencies. For Fiscal 2012, one customer, Wal-Mart Stores Inc., represented approximately 10% of the Company’s sales. We closely monitor the credit risk associated with our customers and to date have not experienced material losses.2

~~Compliance~~The ~~with~~Company’s ~~the~~products ~~provisions~~are ofsold ~~national,~~through ~~state~~its own sales organizations and ~~local~~through ~~environmental~~independent ~~laws~~brokers, agents and ~~regulations~~distributors ~~has~~to ~~not~~chain, ~~had~~wholesale, acooperative ~~material~~and ~~effect~~independent ~~upon~~grocery ~~the~~accounts, ~~capital~~convenience ~~expenditures~~stores, ~~earnings~~bakeries, orpharmacies, ~~competitive~~mass ~~position~~merchants, ofclub ~~the~~stores, ~~Company.~~foodservice ~~The~~distributors ~~Company’s~~and ~~estimated~~institutions, ~~capital~~including ~~expenditures~~hotels, ~~for~~restaurants, ~~environmental~~hospitals, ~~control~~health-care facilities, ~~for~~and ~~the~~certain ~~remainder~~government ofagencies. For Fiscal 2013 and ~~the~~2012, ~~succeeding~~one ~~fiscal~~customer, ~~year~~Wal-Mart ~~are~~Stores ~~not~~Inc., ~~material~~represented ~~and~~approximately ~~are~~10% ~~not~~of ~~expected~~the toCompany’s ~~materially~~sales. ~~affect~~We closely monitor the ~~earnings,~~credit ~~cash~~risk ~~flows~~associated orwith ~~competitive~~our ~~position~~customers ofand ~~the~~to ~~Company~~date have not experienced material losses.

Compliance with the provisions of national, state and local environmental laws and regulations has not had a material effect upon the capital expenditures, earnings or competitive position of the Company. The Company’s estimated capital expenditures for environmental control facilities for the remainder of Fiscal 2014 and the succeeding fiscal year are not material and are not expected to materially affect the earnings, cash flows or competitive position of the Company.

The Company’s factories are subject to inspections by various governmental agencies in the U.S. and other countries where the Company does business, including the United States Department of Agriculture, and the Occupational Health and Safety Administration, and its products must comply with 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.

The Company employed, on a full-time basis as of ~~May 31~~April 28, ~~2012~~2013, approximately 3231,~~200~~900 people around the world.

Segment information is set forth in this report on pages 7078 through 7280 in Note 16, “Segment Information” in Item 8—“Financial Statements and Supplementary Data.”

Income from international operations is subject to fluctuation in currency values, export and import restrictions, foreign ownership restrictions, economic controls and other factors. From time to time, exchange restrictions imposed by various countries have restricted the transfer of funds between countries and between the Company and its subsidiaries. To date, such exchange restrictions have not had a material adverse effect on the Company’s operations.

The Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act are available free of charge on the Company’s web site at www.heinz.com, as soon as reasonably practicable after being filed or furnished to the Securities and Exchange Commission (“SEC”). Our reports filed with the SEC are also made available on its website at www.sec.gov.

Recent Developments

Completion of Acquisition by Berkshire Hathaway and 3G Capital

On June 7, 2013, the Company was acquired by Parent, a Delaware corporation controlled by Sponsors, pursuant to the Merger Agreement, as amended by the Amendment, by and among the Company, Parent and Merger Subsidiary, in a transaction hereinafter referred to as the “Merger.” As a result of the Merger, all issued and outstanding shares of our common stock outstanding immediately prior to the effective time of the Merger was converted into the right to receive $72.50 in cash, without interest and less applicable withholding taxes thereon, and the Company continued as the surviving corporation in the Merger, becoming an indirect wholly owned subsidiary of Parent.

The total cash consideration paid in connection with the Merger was approximately $28.75 billion, which was funded from equity contributions from the Sponsors, as well as proceeds received by Merger Subsidiary from the Senior Credit Facilities and upon the issuance of the Notes (as defined and described herein). The Senior Credit Facilities consist of:


•	$9.5 billion in senior secured term loans, with tranches of 6 and 7 year maturities and fluctuating interest rates based on, at the Company's election, base rate or LIBOR plus a spread on each of the tranches, with respective spreads ranging from 125-150 basis points for base rate loans with a 2% base rate floor and 225-250 basis points for LIBOR loans with a 1% LIBOR floor, and


•	$2.0 billion senior secured revolving credit facility with a 5 year maturity and a fluctuating interest rate based on, at the Company's election, base rate or LIBOR, with respective spreads ranging from 50-100 basis points for base rate loans and 150-200 basis points for LIBOR loans, on which nothing is currently drawn.

On June 7, 2013, this indebtedness was assumed by the Company, substantially increasing the Company's overall level of debt.

On April 1, 2013, in connection with the Merger, Merger Subsidiary completed the private placement of $3.1 billion aggregate principal amount of 4.25% Second Lien Senior Secured Notes due 2020 (the “Notes”) to initial purchasers for resale by the Initial Purchasers to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States

~~Executive~~under ~~Officers~~Regulation S of the ~~Registrant~~Securities Act. The Notes were issued pursuant to an indenture (the “Indenture”), dated as of April 1, 2013, by and among Merger Subsidiary, Hawk Acquisition Intermediate Corporation II and Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”). On June 7, 2013, the Company, certain of its direct and indirect wholly owned domestic subsidiaries (the “Guarantors”), the Trustee and the Collateral Agent entered into a supplemental indenture (the “Supplemental Indenture”) to the Indenture pursuant to which the Company assumed all of the obligations of Merger Subsidiary as issuer of the Notes. The Notes mature in 2020 and are required, within one year of consummation of the Merger Agreement, to be exchanged for notes registered with the SEC.

~~The~~In ~~following~~addition, isin aconnection ~~list~~with of the ~~names~~Merger, ~~and~~Parent ~~ages~~issued of all of the executive officers of H. J. Heinz Company indicating all positions and offices held by each such person and each such person’s principal occupations or employment during the past five years. All the executive officers have been elected to ~~serve~~Berkshire ~~until~~Hathaway ~~the~~80,000 ~~next~~shares ~~annual election~~ of ~~officers,~~its ~~until~~9% ~~their~~Cumulative ~~successors~~Perpetual ~~are~~Series ~~elected,~~A orPreferred ~~until~~Stock ~~their~~for ~~earlier resignation or removal. The next annual election of officers is scheduled to occur on August~~$8 ~~28, 2012~~billion.

	Age (as of	Positions and Offices Held with the Company andPrincipal Occupations or
Name	August 28, 2012)	Employment During Past Five Years
William R. Johnson	63	Chairman, President, and Chief Executive Officer since September 2000.
Theodore N. Bobby	61	Executive Vice President, General Counsel and Corporate Secretary since May 2012. Executive Vice President and General Counsel from January 2007 to May 2012.
Stephen S. Clark	44	Vice President—Chief People Officer since October 2005.
Edward J. McMenamin	55	Senior Vice President—Finance since May 2010; Senior Vice President—Finance and Corporate Controller from August 2004 to May 2010.
Michael D. Milone(1)	56	Executive Vice President from May 2012; Executive Vice President—Heinz Rest of World, and Global Enterprise Risk Management and Global Infant/Nutrition from May 2010 to May 2012; Senior Vice President—Heinz Rest of World, Enterprise Risk Management and Global Infant/Nutrition from June 2008 to April 2010; Senior Vice President—Heinz Pacific, Rest of World and Enterprise Risk Management from May 2006 to June 2008.
David C. Moran	54	Executive Vice President, President and Chief Executive Officer of Heinz Europe and Global Infant/Nutrition since May 2012. Executive Vice President and President and Chief Executive Officer of Heinz Europe from July 2009 to May 2012; Executive Vice President & Chief Executive Officer and President of Heinz North America from May 2007 to July 2009.
Michael Mullen	43	Vice President—Corporate and Government Affairs since February 2009; Director Global Corporate Affairs from May 2006 to February 2009.
Margaret R. Nollen	49	Senior Vice President—Investor Relations and Global Program Management Officer since January 2011; Senior Vice President—Investor Relations from May 2010 to January 2011; Vice President—Investor Relations from February 2007 to May 2010.
C. Scott O’Hara	51	Executive Vice President and President and Chief Executive Officer of Heinz North America since July 2009; Executive Vice President—President and Chief Executive Officer Heinz Europe from May 2006 to July 2009.
Robert P. Ostryniec	51	Senior Vice President, Chief Supply Chain Officer and Global Enterprise Risk Management, Environmental Health, Safety and Sustainability and Quality since May 2012; Senior Vice President and Chief Supply Chain Officer from February 2010 to May 2012; Chief Supply Chain Officer from January 2009 to February 2010; Global Supply Chain Officer from April 2008 to January 2009; Chief Supply Chain Officer from June 2005 to April 2008.
Christopher J. Warmoth	53	Executive Vice President—Heinz Asia Pacific since June 2008; Senior Vice President—Heinz Asia from May 2006 to June 2008.
Arthur B. Winkleblack	55	Executive Vice President and Chief Financial Officer since January 2002.
David C. Woodward	47	Executive Vice President—Heinz Rest of World since May 2012; President—Heinz United Kingdom, Ireland, Africa and Middle East from January 2011 to May 2012; President—Heinz United Kingdom and Ireland from July 2006 to May 2012.

In the Merger, (i) each outstanding share of Company common stock (other than shares owned by the Company, Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Parent, and in each case not held on behalf of third parties) was cancelled and automatically converted into the right to receive $72.50 in cash, without interest and less applicable withholding taxes thereon (the “Merger Consideration”), (ii) each outstanding stock option, whether vested or unvested, was cancelled and automatically converted into the right to receive, with respect to each share subject to the option, the Merger Consideration less the exercise price per share, (iii) each outstanding Company phantom unit, whether vested or unvested, was cancelled and automatically converted into the right to receive the Merger Consideration, and (iv) each outstanding Company restricted stock unit (other than retention restricted stock units, which will remain subject to the vesting schedule pursuant to the existing terms of the applicable award agreements and that the general timing of payment would be in accordance with such terms), whether vested or unvested, was cancelled and automatically converted into the right to receive, with respect to each share subject to the restricted stock unit, the Merger Consideration plus any accrued and unpaid dividend equivalents, except that payment in respect of Company restricted stock units that have been deferred will be made in accordance with the terms of the award and the applicable deferral election made by the holder.

~~(1)~~At Inthe ~~March~~effective ~~2012~~time of the Merger, ~~Michael~~each D.holder ~~Milone~~of ~~announced~~a ~~his~~certificate ~~intention~~formerly representing any shares of Company common stock or of book-entry shares no longer had any rights with respect to ~~retire~~the ~~from~~shares, except for the ~~Company~~right into ~~June~~receive ~~2012~~the Merger Consideration upon surrender thereof.

The acquisition will be accounted for as a purchase business combination. The application of purchase accounting as of the closing date is expected to have a material effect on the Company's results of operations for periods after the acquisition. The Company has begun the process to determine the purchase accounting allocation to the Company's assets and liabilities including estimating fair values of the Company's intangible and tangible assets. While these estimates have not been completed, management expects that a substantial portion of the purchase price will be allocated to indefinite-lived intangible assets (principally brands) and goodwill.

Financing implications of the acquisition on our existing debt

A substantial portion of the Company's indebtedness was subject to acceleration upon a change of control or required the Company to offer holders the option to repurchase such indebtedness from such holders (assuming such change of control triggered certain downgrades in the ratings of the Company's debt). Certain of the Company's outstanding indebtedness at April 28, 2013 that was not subject to acceleration upon a change of control and that either did not contain change of control repurchase obligations or where the holders did not elect to have such indebtedness repurchased in a change of control offer remain outstanding.

On March 13, 2013, the Company launched a consent solicitation relating to the 7.125% Notes due 2039 seeking a waiver of the change of control provisions as applicable to the Merger Agreement. As of March 21, 2013, the Company received the required consents to waive such provisions and as a result those notes remain outstanding.

Changes in the Directors and Officers of the Company

On June 7, 2013, in connection with the Merger and related transactions, William R. Johnson resigned as Chief Executive Officer of the Company and Mr. Winkleblack resigned as Chief Financial Officer of the Company. Bernardo Hees was appointed as Chief Executive Officer of the Company and Paulo Basilio was appointed as Chief Financial Officer of the Company, each effective as of the consummation of the Merger.

Also in accordance with the Merger and related transactions, in accordance with the terms of the Merger Agreement, as of the effective time of the Merger, each of William R. Johnson, Charles E. Bunch, Leonard S. Coleman Jr., John G. Drosdick, Edith E. Holiday, Candace Kendle, Franck J. Moison, Dean R. O'Hare, Nelson Peltz, Dennis H. Reilley, Lynn C. Swann, Thomas J. Usher and Michael F. Weinstein (the “Former Directors”) ceased serving as members of the board of directors of the Company

and, in connection therewith, the Former Directors also ceased serving on any committees of which such Former Directors were members. Information on the positions held by the Former Directors on any committee of the board of directors of the Company at the time of the Former Directors' resignation is set forth under the caption “Board of Directors and Committees of the Board” in the Company's definitive Proxy Statement filed with the Securities and Exchange Commission on June 15, 2012 and is incorporated herein by reference.

Warren Buffett, Alexandre Behring, Gregory Abel, Jorge Paulo Lemann, Marcel Herrmann Telles and Tracy Britt were elected as new members of the board of directors of the Company on June 7, 2013.


Item 1A.	Risk Factors.

In addition to the factors discussed elsewhere in this report, the following risks and uncertainties could materially and adversely affect the Company’s business, financial condition, and results of operations. Additional risks and uncertainties that are not presently known to the Company or are currently deemed by the Company to be immaterial also may impair the Company’s business operations and financial condition.

Risks Related to Our Business

Competitive product and pricing pressures in the food industry and the financial condition of customers and suppliers could adversely affect the Company’s ability to gain or maintain market share and/or profitability.

The Company operates in the highly competitive food industry, competing with other companies that have varying abilities to withstand changing market conditions. Any significant change in the Company’s relationship with a major customer, including changes in product prices, sales volume, or contractual terms may impact financial results. Such changes may result because the Company’s competitors may have substantial financial, marketing, and other resources that may change the competitive environment. Private label brands sold by retail customers, which are typically sold at lower prices, are a source of competition for certain of our product lines. Such competition could cause the Company to reduce prices and/or increase capital, marketing, and other expenditures, or could result in the loss of category share. Such changes could have a material adverse impact on the Company’s net income. As the retail grocery trade continues to consolidate, the larger retail customers of the Company could seek to use their positions to improve their profitability through lower pricing and increased promotional programs. If the Company is unable to use its scale, marketing expertise, product innovation, and category leadership positions to respond to these changes, or is unable to increase its prices, its profitability and volume growth could be impacted in a materially adverse way. The success of our business depends, in part, upon the financial strength and viability of our suppliers and customers. The financial condition of those suppliers and customers is affected in large part by conditions and events that are beyond our control. A significant deterioration of their financial condition could adversely affect our financial results.

The Company’s performance may be adversely affected by economic and political conditions in the U.S. and in various other nations where it does business.

The Company’s performance has been in the past and may continue in the future to be impacted by economic and political conditions in the United States and in other nations. Such conditions and factors include changes in applicable laws and regulations, including changes in food and drug laws, accounting standards and critical accounting estimates, taxation requirements and environmental laws. Other factors impacting our operations in the U.S., Venezuela and other international locations where the Company does business include export and import restrictions, currency exchange rates, currency devaluation, recessionary conditions, foreign ownership restrictions, nationalization, the impact of hyperinflationary environments, terrorist acts, and political unrest. Such factors in either domestic or foreign jurisdictions could materially and adversely affect our financial results.

Increases in the cost and restrictions on the availability of raw materials could adversely affect our financial results.

The Company sources raw materials including agricultural commodities such as tomatoes, cucumbers, potatoes, onions, other fruits and vegetables, dairy products, meat, sugar and other sweeteners, including high fructose corn syrup, spices, and flour, as well as packaging materials such as glass, plastic, metal, paper, fiberboard, and other materials and inputs such as water, in order to manufacture products. The availability or cost of such commodities may fluctuate widely due to government policy and regulation, crop failures or shortages due to plant disease or insect and other pest infestation, weather conditions, potential impact of climate change, increased demand for biofuels, or other unforeseen circumstances. Additionally, the cost of raw materials and finished products may fluctuate due to movements in cross-currency transaction rates. To the extent that any of the foregoing or other unknown factors increase the prices of such commodities or materials and the Company is unable to increase its prices or adequately hedge against such changes in a manner that offsets such changes, the results of its operations could be materially and adversely affected. Similarly, if supplier arrangements and relationships result in increased and unforeseen expenses, the Company’s financial results could be materially and adversely impacted.

Disruption of our supply chain could adversely affect our business.

Damage or disruption to our manufacturing or distribution capabilities due to weather, natural disaster, fire, terrorism, pandemic, strikes, the financial and/or operational instability of key suppliers, distributors, warehousing and transportation providers, or brokers, or other reasons could impair our ability to manufacture or sell our products. To the extent the Company is unable to, or cannot, financially mitigate the likelihood or potential impact of such events, or to effectively manage such events if they occur, particularly when a product is sourced from a single location, there could be a materially adverse affect on our business and results of operations, and additional resources could be required to restore our supply chain.

Higher energy costs and other factors affecting the cost of producing, transporting, and distributing the Company’s products could adversely affect our financial results.

Rising fuel and energy costs may have a significant impact on the cost of operations, including the manufacture, transportation, and distribution of products. Fuel costs may fluctuate due to a number of factors outside the control of the Company, including government policy and regulation and weather conditions. Additionally, the Company may be unable to maintain favorable arrangements with respect to the costs of procuring raw materials, packaging, services, and transporting products, which could result in increased expenses and negatively affect operations. If the Company is unable to hedge against such increases or raise the prices of its products to offset the changes, its results of operations could be materially and adversely affected.

The results of the Company could be adversely impacted as a result of increased pension, labor, and people-related expenses.

Inflationary pressures and any shortages in the labor market could increase labor costs, which could have a material adverse effect on the Company’s consolidated operating results or financial condition. The Company’s labor costs include the cost of providing employee benefits in the U.S. and foreign jurisdictions, including pension, health and welfare, and severance benefits. Any declines in market returns could adversely impact the funding of pension plans, the assets of which are invested in a diversified portfolio of equity and fixed income securities and other investments. Additionally, the annual costs of benefits vary with increased costs of health care and the outcome of collectively-bargained wage and benefit agreements.

The impact of various food safety issues, environmental, legal, tax, and other regulations and related developments could adversely affect the Company’s sales and profitability.

The Company is subject to numerous food safety and other laws and regulations regarding the manufacturing, marketing, and distribution of food products. These regulations govern matters such as ingredients, advertising, taxation, relations with distributors and retailers, health and safety matters, and environmental concerns. The ineffectiveness of the Company’s planning and policies with respect to these matters, and the need to comply with new or revised laws or regulations with regard to licensing requirements, trade and pricing practices, environmental permitting, or other food or safety matters, or new interpretations or enforcement of existing laws and regulations, as well as any related litigation, may have a material adverse effect on the Company’s sales and profitability. Influenza or other pandemics could disrupt production of the Company’s products, reduce demand for certain of the Company’s products, or disrupt the marketplace in the foodservice or retail environment with consequent material adverse effects on the Company’s results of operations.

The need for and effect of product recalls could have an adverse impact on the Company’s business.

If any of the Company’s products become misbranded or adulterated, the Company may need to conduct a product recall. The scope of such a recall could result in significant costs incurred as a result of the recall, potential destruction of inventory, and lost sales. Should consumption of any product cause injury, the Company may be liable for monetary damages as a result of a judgment against it. A significant product recall or product liability case could cause a loss of consumer confidence in the Company’s food products and could have a material adverse effect on the value of its brands and results of operations.

The failure of new product or packaging introductions to gain trade and consumer acceptance and changes in consumer preferences could adversely affect our sales.

The success of the Company is dependent upon anticipating and reacting to changes in consumer preferences, including health and wellness. There are inherent marketplace risks associated with new product or packaging introductions, including uncertainties about trade and consumer acceptance. Moreover, success is dependent upon the Company’s ability to identify and respond to consumer trends through innovation. The Company may be required to increase expenditures for new product development. The Company may not be successful in developing new products or improving existing products, or its new products may not achieve consumer acceptance, each of which could materially and negatively impact sales.

The failure to successfully integrate acquisitions and joint ventures into our existing operations or the failure to gain applicable regulatory approval for such transactions or divestitures could adversely affect our financial results.

The Company’s ability to efficiently integrate acquisitions and joint ventures into its existing operations also affects the financial success of such transactions. The Company may seek to expand its business through acquisitions and joint ventures, and may divest underperforming or non-core businesses. The Company’s success depends, in part, upon its ability to identify such acquisition, joint venture, and divestiture opportunities and to negotiate favorable contractual terms. Activities in such areas are regulated by numerous antitrust and competition laws in the U. S., the European Union, and other jurisdictions, and the Company may be required to obtain the approval of acquisition and joint venture transactions by competition authorities, as well as satisfy other legal requirements. The failure to obtain such approvals could materially and adversely affect our results.

The Company’s operations face significant foreign currency exchange rate exposure, which could negatively impact its operating results.

The Company holds assets and incurs liabilities, earns revenue, and pays expenses in a variety of currencies other than the U.S. dollar, primarily the British Pound, Euro, Australian dollar, Canadian dollar, and New Zealand dollar. The Company’s consolidated financial statements are presented in U.S. dollars, and therefore the Company must translate its assets, liabilities, revenue, and expenses into U.S. dollars for external reporting purposes. Increases or decreases in the value of the U.S. dollar relative to other currencies may materially and negatively affect the value of these items in the Company’s consolidated financial statements, even if their value has not changed in their original currency. In addition, the impact of fluctuations in foreign currency exchange rates on transaction costs ( i.e., the impact of foreign currency movements on particular transactions such as raw material sourcing), most notably in the U.K., could materially and adversely affect our results.

The Company could incur more debt, which could have an adverse impact on our business.

The Company may incur additional indebtedness in the future to fund acquisitions, repurchase shares, or fund other activities for general business purposes, which could result in a downward change in credit rating. The Company’s ability to make payments on and refinance its indebtedness and fund planned capital expenditures depends upon its ability to generate cash in the future. The cost of incurring additional debt could increase in the event of possible downgrades in the Company’s credit rating.

The failure to implement our growth plans could adversely affect the Company’s ability to increase net income and generate cash.

The success of the Company could be impacted by its inability to continue to execute on its growth plans regarding product innovation, implementing cost-cutting measures, improving supply chain efficiency, enhancing processes and systems, including information technology systems, on a global basis, and growing market share and volume. The failure to fully implement the plans, in a timely manner or within our cost estimates, could materially and adversely affect the Company’s ability to increase net income. Additionally, the Company’s ability to pay cash dividends will depend upon its ability to generate cash and profits, which, to a certain extent, is subject to economic, financial, competitive, and other factors beyond the Company’s control.

The Sponsors control us and may have conflicts of interest with us in the future.

As a result of the Merger on June 7, 2013, H. J. Heinz Company is now controlled by the Sponsors. The Sponsors beneficially own substantially all of the equity interests in H.J. Heinz Holding Corporation, which is the ultimate parent of the Company. The Sponsors have control over our decisions to enter into any corporate transaction and have the ability to prevent any transaction that requires the approval of shareholders. For example, the Sponsors could cause us to make acquisitions that increase the amount of our indebtedness. Additionally, the Sponsors are in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. The Sponsors may also pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. So long as the Sponsors continue to own a significant amount of the equity of H.J. Heinz Holding Corporation, they will continue to be able to strongly influence or effectively control our decisions.

Our business could be adversely impacted as a result of the Merger and significant costs, expenses and fees.

The Merger could cause disruptions to our business or business relationships, which could have an adverse impact on our financial condition, results of operations and cash flows. For example:

• the attention of our management may be directed to transaction-related considerations or activities and may be diverted from the day-today operations of our business;

• our associates may experience uncertainty about their future roles with us, which might adversely affect our ability to retain and hire key personnel and other employees; and

• vendors or other parties with which we maintain business relationships may experience uncertainty about our future and seek alternative relationships with third parties or seek to alter their business relationships with us.

In addition, we incurred significant costs, expenses and fees for professional services and other transaction costs in connection with the Merger.

The Company is increasingly dependent on information technology, and potential disruption, cyber attacks, security problems, and expanding social media vehicles present new risks.

The Company is increasingly dependent on information technology systems to manage and support a variety of business processes and activities, and any significant breakdown, invasion, destruction, or interruption of these systems could negatively impact operations. In addition, there is a risk of business interruption and reputational damage from leakage of confidential information.

The inappropriate use of certain media vehicles could cause brand damage or information leakage. Negative posts or comments about the Company on any social networking web site could seriously damage its reputation. In addition, the disclosure of non-public company sensitive information through external media channels could lead to information loss. Identifying new points of entry as social media continues to expand presents new challenges. Any business interruptions or damage to the Company's reputation could negatively impact the Company's financial condition, ~~results of operation,~~ and ~~the~~results ~~market price~~ of ~~the Company's common stock~~operation.

The Company's operating results may be adversely affected by the current sovereign debt crisis in Europe and elsewhere and by related global economic conditions.

The current European debt crisis, particularly most recently in Greece, Italy, Ireland, Portugal and Spain, and related European financial restructuring efforts may cause the value of the European currencies, including the Euro, to further deteriorate, thus reducing the purchasing power of European customers. One potential extreme outcome of the European financial situation is the re-introduction of individual currencies in one or more Eurozone countries or the dissolution of the Euro entirely. Should the Euro dissolve entirely, the legal and contractual consequences for holders of Euro-denominated obligations would be determined by laws in effect at such time. The potential dissolution of the Euro, or market perceptions concerning this and related issues, could adversely affect the value of the Company's Euro-denominated assets and obligations. In addition, the European crisis is contributing to instability in global credit markets. The world has recently experienced a global macroeconomic downturn, and if global economic and market conditions, or economic conditions in Europe, the United States or other key markets, remain uncertain, persist, or deteriorate further, consumer purchasing power and demand for Company products could decline, and the Company may experience material adverse impacts on its business, operating results, and financial condition.

7Risks Related to Our Indebtedness and Certain Other Obligations

~~CAUTIONARY~~Our ~~STATEMENT~~indebtedness ~~RELEVANT~~could TOadversely ~~FORWARD-LOOKING~~affect ~~INFORMATION~~our ability to raise additional capital to fund our operations and make strategic acquisitions, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our obligations under our indebtedness, including the Notes.

~~Statements~~In ~~about~~connection ~~future~~with ~~growth,~~the ~~profitability~~Merger, ~~costs,~~we ~~expectations,~~incurred ~~plans,~~approximately or$12.6 ~~objectives~~billion ~~included~~ in ~~this~~indebtedness ~~report,~~under ~~including~~the inTerm ~~management’s~~Loan ~~discussion~~Facilities and ~~analysis,~~the ~~and~~Notes. ~~the~~We ~~financial~~can ~~statements~~also ~~and~~borrow ~~footnotes,~~additional ~~are~~secured ~~forward-looking~~debt ~~statements~~up ~~based~~to on$2.0 ~~management’s~~billion ~~estimates,~~under ~~assumptions,~~our ~~and~~Revolving ~~projections~~Credit Facilities. ~~These~~Our ~~forward-looking~~Senior ~~statements~~Credit ~~are~~Facilities ~~subject~~also toprovide ~~risks,~~for ~~uncertainties~~$2.25 billion in uncommitted incremental facilities, ~~assumptions~~the ~~and~~availability ~~other~~of ~~important~~which ~~factors~~is subject to our meeting certain conditions, ~~many~~and the amount of which may be ~~beyond~~increased ~~the~~with ~~Company’s~~unlimited ~~control~~additional ~~and~~incremental ~~could~~facilities ~~cause~~so ~~actual~~long ~~results~~we tomaintain ~~differ~~a ~~materially~~pro ~~from~~forma ~~those~~first ~~expressed~~lien orsenior ~~implied~~secured leverage ratio of 4.75 to 1.00. No incremental facilities were in ~~this~~effect ~~report~~at ~~and~~the closing of the ~~financial~~Merger ~~statements~~or ~~and~~are ~~footnotes~~currently in effect. ~~Uncertainties~~See ~~contained~~“Management's inDiscussion ~~such~~and ~~statements~~Analysis ~~include,~~of ~~but~~Financial ~~are~~Condition ~~not~~and ~~limited~~Results ~~to:~~of Operations - Liquidity and Financial Position.”

•Our ~~sales,~~high ~~volume,~~degree ~~earnings~~of indebtedness could have important consequences for our creditors, orincluding ~~cash~~holders ~~flow~~of ~~growth~~the Notes. For example, they could:

•limit ~~general~~our ~~economic~~ability to obtain additional financing for working capital, ~~political~~capital expenditures, research and ~~industry~~development, ~~conditions~~debt service requirements, ~~including~~acquisitions ~~those~~and ~~that~~general ~~could~~corporate ~~impact~~or ~~consumer~~other ~~spending,~~purposes;

•restrict ~~competitive~~us ~~conditions,~~from ~~which~~making ~~affect,~~strategic ~~among~~acquisitions ~~other~~or ~~things,~~cause ~~customer~~us ~~preferences~~to ~~and~~make ~~the~~non-strategic ~~pricing of products, production, and energy costs,~~divestitures;

•limit ~~competition~~our ~~from~~ability ~~lower-priced~~to ~~private~~adjust ~~label~~to ~~brands,~~changing market conditions and place us at a competitive disadvantage compared to our competitors who are not as highly leveraged;

•increase ~~increases~~our invulnerability ~~the cost and restrictions on the availability of raw materials including agricultural commodities and packaging materials, the ability~~ to ~~increase~~general ~~product~~economic ~~prices in response,~~ and ~~the~~industry ~~impact on profitability,~~conditions;

• the ability to identify and anticipate and respond through innovation to consumer trends,

• the need for product recalls,

• the ability to maintain favorable supplier and customer relationships, and the financial viability of those suppliers and customers,

• currency valuations and devaluations and interest rate fluctuations,

• changes in credit ratings, leverage, and economic conditions, and the impact of these factors on our cost of borrowing and access to capital markets,

• our ability to effectuate our strategy, including our continued evaluation of potential opportunities, such as strategic acquisitions, joint ventures, divestitures, and other initiatives, our ability to identify, finance and complete these transactions and other initiatives, and our ability to realize anticipated benefits from them,

• the ability to successfully complete cost reduction programs and increase productivity,

• the ability to effectively integrate acquired businesses,

• new products, packaging innovations, and product mix,

• the effectiveness of advertising, marketing, and promotional programs,

• supply chain efficiency,

• cash flow initiatives,

• risks inherent in litigation, including tax litigation,

• the ability to further penetrate and grow and the risk of doing business in international markets, particularly our emerging markets, economic or political instability in those markets, strikes, nationalization, and the performance of business in hyperinflationary environments, in each case such as Venezuela; and the uncertain global macroeconomic environment and sovereign debt issues, particularly in Europe,

• changes in estimates in critical accounting judgments and changes in laws and regulations, including tax laws,

• the success of tax planning strategies,

• the possibility of increased pension expense and contributions and other people-related costs,

• the potential adverse impact of natural disasters, such as flooding and crop failures, and the potential impact of climate change,

• the ability to implement new information systems, potential disruptions due to failures in information technology systems, and risks associated with social media,

• with regard to dividends, dividends must be declared by the Board of Directors and will be subject to certain legal

~~requirements~~•expose ~~being~~us ~~met~~to at the ~~time~~risk of ~~declaration,~~increased asinterest ~~well~~rates as the borrowings under our ~~Board’s~~Senior ~~view~~Credit ofFacilities ~~our~~will ~~anticipated~~be ~~cash~~at ~~needs, and~~variable rates of interest;

•make ~~other~~it ~~factors~~more asdifficult ~~described~~for inus ~~“Risk~~to ~~Factors”~~make ~~above.~~payments on our indebtedness; and

~~The~~•require ~~forward-looking~~a ~~statements~~substantial ~~are~~portion ~~and~~of ~~will~~cash beflow ~~based~~from onoperations ~~management’s~~to ~~then~~be ~~current~~dedicated ~~views~~to ~~and~~the ~~assumptions~~payment ~~regarding~~of ~~future~~principal ~~events~~ and ~~speak~~interest ~~only~~on asour ofindebtedness, ~~their~~thereby ~~dates.~~reducing ~~The~~our ~~Company~~ability ~~undertakes no obligation~~ to ~~publicly~~use ~~update~~our orcash ~~revise~~flow ~~any~~to ~~forward-looking~~fund ~~statements~~our operations, ~~whether~~capital asexpenditures aand ~~result of new information,~~ future ~~events~~business ~~or otherwise, except as required by the securities laws~~opportunities.

For the fiscal year ended April 28, 2013, on a pro forma basis after giving effect to the Merger and related financing transactions as if they had closed at the beginning of fiscal 2013, our cash interest expense would have been approximately $603 million. As of April 28, 2013, on a pro forma basis after giving effect to the Transactions as if they had closed on such date, we would have had approximately $14.5 billion of debt outstanding.

Despite current indebtedness levels and restrictive covenants, we and our subsidiaries may incur additional indebtedness in the future. This could further exacerbate the risks associated with our substantial financial leverage.

The terms of the indenture governing our Notes and the credit agreements governing our Senior Credit Facilities permit us to incur a substantial amount of additional debt, including secured debt. Any additional borrowings under our Senior Credit Facilities, and certain other secured debt, would be senior to the Notes and the guarantees thereto to the extent of the value of the assets securing such indebtedness. If new debt is added to our and our subsidiaries' current debt levels, the risks that we now face as a result of our leverage would intensify. See “Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Financial Position.”

Our debt agreements contain restrictions that limit our flexibility in operating our business.

The credit agreement governing our Senior Credit Facilities and the indenture governing our Notes contain various covenants that limit our ability to engage in specified types of transactions. These covenants limit our, our immediate parent's and our restricted subsidiaries' ability to, among other things, incur or guarantee additional indebtedness, pay dividends on, or redeem or repurchase, our capital stock, make certain acquisitions or investments, materially change our business, incur or permit to exist certain liens, enter into transactions with affiliates or sell our assets to, or merge or consolidate with or into, another company, in each case with customary exceptions.

Upon the occurrence of an event of default under our Senior Credit Facilities, the lenders thereunder could elect to declare all amounts outstanding under our Senior Credit Facilities to be immediately due and payable and terminate all commitments to extend further credit. If we were unable to repay those amounts, the lenders under our Senior Credit Facilities could proceed against the collateral granted to them to secure that indebtedness. We have pledged a significant portion of our assets as collateral under our Senior Credit Facilities. If the lenders under our Senior Credit Facilities accelerate the repayment of borrowings, we cannot assure you that we will have sufficient assets to repay our Senior Credit Facilities, as well as our other secured and unsecured indebtedness, including our outstanding Notes.

To service our indebtedness, we will require a significant amount of cash and our ability to generate cash depends on many factors beyond our control.

Our ability to make cash payments on and to refinance our indebtedness and to fund planned capital expenditures will depend on our ability to generate significant operating cash flow in the future. This ability is, to a significant extent, subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

Our business may not generate sufficient cash flow from operations, and future borrowings may not be available under our Senior Credit Facilities, in an amount sufficient to enable us to pay our indebtedness, including the outstanding Notes, or to fund our other liquidity needs. In any such circumstance, we may need to refinance all or a portion of our indebtedness, including our Senior Credit Facilities and the Notes, on or before maturity. We may not be able to refinance any of our indebtedness, including our Senior Credit Facilities and the Notes, on commercially reasonable terms or at all. If we cannot service our indebtedness, we may have to take actions such as selling assets, seeking additional equity or reducing or delaying capital expenditures, strategic acquisitions and investments. Any such action, if necessary, may not be effected on commercially reasonable terms or at all. The credit agreements governing our Senior Credit Facilities and the indenture governing the Notes restrict our ability to sell assets and use the proceeds from such sales.

If we are unable to generate sufficient cash flow or are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants in the instruments governing our indebtedness (including covenants in the credit agreement governing our Senior Credit Facilities and the indenture governing the Notes), we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under our Senior Credit Facilities could elect to terminate their commitments thereunder, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to obtain waivers from the required lenders under our Senior Credit Facilities to avoid being in default. If we breach our covenants under the credit agreements governing our Senior Credit Facilities and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under our Senior Credit Facilities, the lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation.


Item 1B.	Unresolved Staff Comments.

Nothing to report under this item.


Item 2.	Properties.

See table in Item 1.


Item 3.	Legal Proceedings.

Nothing to report under this item.


Item 4.	Mine Safety Disclosures.

Nothing to report under this item.

9 10

PART II


Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Information relating to the Company’s common stock is set forth in this report on page 2932 under the caption “Stock Market Information” in Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and on pages 7280 and 7381 in Note 17, “Quarterly Results” in Item 8—“Financial Statements and Supplementary Data.”

The Board of Directors authorized a share repurchase program on ~~May 31~~November 14, ~~2006~~2012 for a maximum of 25 15 million shares. The Company did not repurchase any shares of its common stock during the fourth quarter of Fiscal ~~2012~~2013. As of April 29 28, ~~2012~~2013, the maximum number of shares that may yet be purchased under the ~~2006~~2012 program is 114,~~431~~000,~~270~~000. Under the terms of the Merger Agreement, the Company suspended its share repurchase program from February 13, 2013 through the closing of the acquisition on June 7, 2013.


Item 6.	Selected Financial Data.

The following table presents selected consolidated financial data for the Company and its subsidiaries for each of the five fiscal years ~~2008~~2009 through ~~2012~~2013. All amounts are in thousands except per share data.

Fiscal Year Ended

April 29, 2012

April 27, 2011

April 28, 2010

April 29, 2009

April 30, 2008

April 28, 2013

April 29, 2012

April 27, 2011

April 28, 2010

April 29, 2009

(52 1/2 Weeks)

(52 Weeks)

(52 1/2 Weeks)

(52 Weeks)

Sales(1)

11,~~649~~528,~~079~~886

1011,~~706~~507,~~588~~572

10,~~494~~558,~~983~~636

10,~~011~~323,~~331~~968

9,~~885~~826,~~556~~298

Interest expense(1)

~~294~~283,~~104~~607

~~275~~293,~~398~~009

~~295~~272,~~711~~660

~~339~~293,~~635~~574

~~364~~336,~~808~~509

Income from continuing operations attributable to H.J. Heinz Company common shareholders(1)

~~923~~1,~~159~~087,615

~~989~~974,~~510~~374

~~914~~1,~~489~~029,067

~~929~~945,~~511~~389

~~846~~954,~~623~~297

Income from continuing operations per share attributable to H.J. Heinz Company common shareholders—diluted(1)

23.8537

3.0601

23.8718

2.9196

2.6299

Income from continuing operations per share attributable to H.J. Heinz Company common shareholders—basic(1)

23.8739

3.0903

23.8921

2.9599

23.6503

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

~~246~~2,~~708~~160,393

1246,~~534,932~~708

591,~~020~~534,932

6559,~~638~~020

~~452~~65,~~708~~638

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

43,~~779~~848,~~981~~339

34,~~078~~779,~~128~~981

43,~~559~~078,~~152~~128

54,~~076~~559,~~186~~152

45,~~730~~076,~~946~~186

Total assets

1112,~~983~~939,~~293~~007

1211,~~230~~983,~~645~~293

1012,~~075~~230,~~711~~645

910,~~664~~075,~~184~~711

109,~~565~~664,~~043~~184

Cash dividends per common share

12.9206

1.8092

1.6880

1.6668

1.5266

(1) Amounts exclude the operating results as well as any associated impairment charges and losses on sale related to the Company’s Shanghai LongFong Foods business in China and U.S. Foodservice frozen desserts business, which were divested in Fiscal 2013, as well as the private label frozen desserts business in the U.K. asand ~~well as~~ the Kabobs and Appetizers And, Inc. businesses in the U.S., which were divested in Fiscal 2010, and all of which have been presented as discontinued operations.

(2) Long-term debt, exclusive of current portion, includes $122.5 million, $128.4 million, $150.5 million, $207.1 million, and $251.5 million, ~~and $198.3 million~~ of hedge accounting adjustments associated with interest rate swaps at April 28, 2013, April 29, 2012, April 27, 2011, April 28, 2010, and April 29, 2009, ~~and April 30, 2008,~~ respectively. ~~H.J. Heinz Finance Company’s (“HFC”) mandatorily redeemable preferred shares of $350 million in Fiscals 2012-2009 and $325 million in Fiscal 2008 are classified as long-term debt.~~

Fiscal ~~2012~~2013 results include ~~expenses~~the offollowing ~~$224.3~~special million pre-tax ($162.9 million after-tax or $0.50 per share) for productivity initiatives. See Note 3, "Productivity Initiatives" in Item 8—"Financial Statement and Supplementary Data" for further explanation of these initiatives.items:

~~Fiscal~~•As ~~2010~~a ~~results~~result ~~from~~of ~~continuing~~the ~~operations~~Merger, ~~include~~the ~~expenses~~Company ofincurred $3744.7 8 million ~~pretax~~pre-tax ($27.8 million after -tax) ~~for upfront productivity charges and a gain~~ of ~~$15.0 million~~transaction-related ~~pretax~~costs, ~~($11.1 million~~including ~~after~~legal, ~~tax)~~accounting onand aother ~~property~~professional ~~disposal~~fees, induring the ~~Netherlands.~~fourth ~~The~~quarter ~~upfront~~of ~~productivity~~Fiscal ~~charges~~2013. See ~~include~~Note 21, ~~costs~~“Subsequent ~~associated~~Events” ~~with~~in ~~targeted~~Item 8- ~~workforce~~“Financial ~~reductions~~Statements and ~~asset~~Supplementary ~~write-offs,~~Data” ~~that~~for ~~were~~further ~~part~~explanation. The ofCompany aexpects ~~corporation-wide initiative~~ to ~~improve~~incur ~~productivity.~~additional ~~The~~costs ~~asset write-offs~~ related to ~~two~~the ~~factory~~Merger ~~closures~~including ~~and~~costs ~~the~~associated ~~exit~~with ofchanging aour ~~formula~~debt ~~business~~and inequity ~~the~~structure, ~~U.K.~~additional ~~See~~professional ~~“Discontinued~~fees, ~~Operations~~gains and ~~Other~~losses ~~Disposals”~~on inderivative ~~Item 7~~instruments, ~~“Management’s~~acceleration ~~Discussion~~of ~~and~~stock ~~Analysis~~based ofcompensation ~~Financial~~expense, ~~Condition~~ and ~~Results~~potential oftax ~~Operations”~~costs onassociated ~~pages~~with 12changes ~~and~~in 13plans ~~for~~with ~~further~~respect ~~explanation~~to ofearnings ~~the~~invested ~~property~~outside ~~disposal~~of in the ~~Netherlands~~United States.

10 11

•Also during the fourth quarter of Fiscal 2013, the Company closed a factory in South Africa resulting in a $3.5 million pre-tax charge ($2.6 million million after-tax) primarily related to asset write-downs.

•On February 8, 2013, the Venezuelan government announced the devaluation of its currency relative to the U.S. dollar, changing the official exchange rate from 4.30 to 6.30, resulting in a $42.7 million pre-tax ($39.1 million after-tax) currency translation loss during the fourth quarter of Fiscal 2013. See Note 20, "Venezuela- Foreign Currency" in Item 8—"Financial Statement and Supplementary Data" for further explanation.

•During the third quarter of Fiscal 2013, the Company renegotiated the terms of the Foodstar Holdings Pte earn-out that was due in Fiscal 2014 resulting in a $12.1 million pre-tax and after-tax charge. See Note 11, "Fair Value Measurements" in Item 8—"Financial Statement and Supplementary Data" for further explanation.

Fiscal 2012 results from continuing operations include expenses of $205.4 million pre-tax ($144.0 million after-tax or $0.45 per share) for productivity initiatives. See Note 4, "Fiscal 2012 Productivity Initiatives" in Item 8—"Financial Statement and Supplementary Data" for further explanation of these initiatives.

Fiscal 2010 results from continuing operations include expenses of $35.9 million pretax ($26.0 million after tax) for upfront productivity charges and a gain of $15.0 million pretax ($11.1 million after tax) on a property disposal in the Netherlands. The upfront productivity charges include costs associated with targeted workforce reductions and asset write-offs, that were part of a corporation-wide initiative to improve productivity. The asset write-offs related to two factory closures and the exit of a formula business in the U.K.


Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations.

Executive Overview- Fiscal ~~2012~~2013

The H.J. Heinz Company has been a pioneer in the food industry for over 140 years and possesses one of the world’s best and most recognizable brands—Heinz^®. The Company has a global portfolio of leading brands focused in three core categories, Ketchup and Sauces, Meals and Snacks, and Infant/Nutrition.

~~The~~On ~~Company's~~February ~~Fiscal~~13, ~~2012 results reflect strong sales growth of 8.8%~~2013, ~~led~~the byCompany aentered ~~trio~~into ofthe ~~growth~~Merger ~~engines-~~Agreement ~~emerging~~with ~~markets,~~Parent ~~our top 15 brands~~ and ~~global~~Merger ~~ketchup~~Subsidiary. The ~~emerging~~terms ~~markets~~of ~~posted~~the ~~organic~~Merger ~~sales~~Agreement ~~growth(1)~~were ofunanimously ~~16.4%~~approved ~~for~~by the ~~fiscal~~Company's ~~year~~Board ~~(40.9% reported). Emerging markets represented 21.0%~~ of ~~total~~Directors ~~Company~~on ~~sales~~February ~~reflecting~~13, ~~this~~2013 ~~strong~~and ~~organic~~by ~~growth~~the ~~and~~majority ~~our~~of ~~Fiscal~~votes ~~2011~~cast ~~acquisitions~~at ofa ~~Quero®~~special inshareholder ~~Brazil~~meeting ~~and~~on ~~Master®~~April in30, ~~China~~2013. ~~The~~In ~~Company's~~addition, ~~top~~all 15required ~~brands~~regulatory ~~performed~~approvals ~~well~~were ~~with~~obtained ~~organic~~in ~~sales~~the ~~growth~~U.S. ofand 5all applicable non-U.0%S. ~~(12~~jurisdictions.3% The ~~reported)~~acquisition ~~driven~~was byconsummated ~~the~~on ~~Heinz®~~June 7, ~~Master®~~2013, ~~Complan®~~ and ~~ABC®~~as ~~brands. The~~a ~~Quero®~~result, ~~and~~Merger ~~Master®~~Subsidiary ~~brands~~merged ~~acquired~~with inand ~~Fiscal~~into ~~2011~~the ~~are~~Company, ~~now~~with ~~part of~~ the Company's ~~top~~surviving 15as ~~brands~~a ~~and~~wholly ~~drove~~owned ansubsidiary ~~additional~~of 4Parent.0% ~~increase~~Parent inis ~~total~~controlled ~~Company~~by ~~sales. Global~~the ~~ketchup grew organically 8~~Sponsors.0% ~~(9.7%~~Upon ~~reported). Favorable~~the ~~foreign~~completion ~~exchange~~of ~~increased~~the ~~sales~~Merger, ~~by 1.8% while~~ the Company's ~~strategic~~shareholders ~~decision~~received to$72.50 ~~exit~~in ~~the~~cash ~~Boston~~for ~~Market®~~each ~~license~~share inof ~~the~~common Ustock.S. The ~~reduced~~total ~~sales~~aggregate byvalue ~~0.5%. Overall,~~of the ~~Company's~~acquisition ~~Fiscal~~consideration ~~2012~~was ~~organic~~approximately ~~sales growth of 3~~$28.5%75 ~~reflects~~billion, aincluding ~~3.8%~~the ~~increase~~assumption inof ~~net~~the ~~pricing~~Company's ~~and~~outstanding ~~a 0~~debt.~~3% decline in volume.~~ ~~This~~See ~~quarter~~Note 21, ~~marks~~“Subsequent ~~the~~Events” ~~28th~~in ~~consecutive~~Item 8- ~~quarter~~“Financial ofStatements ~~organic~~and ~~sales~~Supplementary ~~growth~~Data” for ~~the~~additional ~~Company~~information.

OnThe ~~May~~Company's ~~26,~~Fiscal ~~2011,~~2013 ~~the~~results ~~Company~~reflect ~~announced~~strong ~~that~~organic insales ~~order~~growth(1) toof ~~accelerate~~3.1% ~~growth~~comprised ~~and~~of ~~drive~~a ~~global~~1.0% ~~productivity,~~volume itimprovement ~~would~~and ~~invest~~a 2.1% increase in ~~productivity~~net ~~initiatives~~pricing. Overall inreported ~~Fiscal~~sales ~~2012~~improved slightly by 0.2% as product line divestitures reduced sales 0.3% and foreign currency decreased sales 2.5%. ~~that~~Organic ~~are~~sales ~~expected~~growth towas ~~make~~led by our trio of growth engines comprised of emerging markets, the Company's ~~stronger~~top 15 brands and ~~even~~global ~~more~~ketchup. The ~~competitive~~emerging ~~(see~~markets ~~“Productivity~~posted ~~Initiatives”~~organic ~~section~~sales ~~below~~growth of 16.8% for ~~further~~the ~~detail~~fiscal year (14.3% reported) and represented 23.6% ~~During~~of ~~Fiscal~~total ~~2012,~~Company ~~the~~sales. The Company's ~~incurred~~top ~~charges~~15 brands generated organic sales growth of 3.6% (0.8% reported) driven by the Heinz®, ~~$224~~ABC®, ~~million~~Quero®, ~~pre-tax~~and orMaster® brands. $0Global ketchup grew organically 4.506% ~~per~~(2.8% ~~share~~reported) ~~related~~mainly todriven ~~these~~by ~~productivity~~improvements ~~initiatives~~in Russia, Brazil and the U. S.

~~On a reported basis, gross margin for~~ Fiscal ~~2012~~2013 ~~declined~~results ~~260~~include ~~basis points to 34.3% compared to prior year. Excluding charges for productivity initiatives(2), gross margin for~~ the ~~year~~following ~~declined 140 basis points to 35.5% reflecting industry-wide commodity cost inflation~~special, unfavorable sales mix and lower gross margin on recent acquisitions, partially offset by higher pricing and productivity improvements. Operating income for the fiscal year decreased 12.0% to $1.45 billion. Excluding charges for productivity initiatives, operating income increased 1.7% versus prior year to $1.68 billion reflecting higher sales, effective cost management and lower incentive compensation expenses. The Company continued to invest for the future, despite the tough economic environment, increasing marketing spending by 9.4% and spending approximately $80 million on Project Keystone, a multinon-~~year~~recurring ~~program designed to drive productivity and make Heinz much more competitive by adding capabilities, harmonizing global processes and standardizing our systems through SAP.~~ items:

~~Diluted~~•As ~~earnings~~a ~~per~~result ~~share~~of ~~were~~the ~~$2.85~~Merger, ~~for~~the ~~Fiscal~~Company ~~2012,~~incurred ~~compared~~$45 tomillion pre-tax ($~~3.06~~28 inmillion ~~the~~after-tax) ~~prior~~of ~~year. Excluding~~transaction-related ~~charges~~costs, ~~for~~including ~~productivity initiatives~~legal, ~~earnings~~accounting ~~per~~and ~~share~~other ~~were~~professional ~~$3.35~~fees, induring the ~~current~~fourth ~~year,~~quarter upof 9Fiscal 2013.~~5%.~~ ~~Earnings~~These ~~per~~costs ~~share~~were ~~benefited~~recorded ~~from~~in selling, ~~the~~general ~~increase~~and inadministrative ~~operating~~expenses ~~income~~("SG&A") ~~excluding~~on ~~charges~~the ~~for~~consolidated ~~productivity~~income ~~initiatives~~statement and ain ~~lower~~the ~~effective~~Non-Operating ~~tax rate~~segment. The Company ~~also~~expects ~~generated~~to ~~$1.08~~incur ~~billion~~additional ofcosts ~~operating~~related ~~free~~to ~~cash~~the ~~flow(3)~~Merger ~~this~~including ~~year~~costs orassociated ~~$1.21~~with ~~billion~~changing ~~excluding~~our ~~the~~debt ~~$122~~and ~~million~~equity ofstructure, ~~cash~~additional ~~paid~~professional infees, ~~Fiscal~~gains ~~2012~~and ~~for~~losses ~~productivity~~on ~~initiatives. The~~derivative ~~remaining~~instruments, ~~cash~~acceleration ~~required~~of ~~for~~stock ~~these~~based ~~initiatives~~compensation ofexpense, ~~approximately~~and ~~$80~~potential ~~million~~tax iscosts ~~expected~~associated towith bechanges ~~paid~~ in ~~the~~plans ~~first~~with ~~quarter~~respect to earnings invested outside of ~~Fiscal~~the ~~2013.~~United States.

~~The~~•Also ~~Company~~during ~~believes~~the ~~these~~fourth quarter of Fiscal ~~2012~~2013, ~~results~~the ~~are~~Company ~~indicative~~closed ofa ~~the~~factory ~~effectiveness~~in ofSouth ~~its~~Africa ~~business~~resulting ~~plan,~~in ~~which~~a is$3.5 ~~focused~~million pre-tax charge ($2.6 million after-tax) primarily related to asset write-downs that were recorded in costs of products sold on the ~~following~~consolidated ~~four~~income ~~strategic~~statement ~~pillars:~~ and in the Non-Operating segment.

• ~~Accelerate~~On ~~growth~~February in8, ~~emerging~~2013, ~~markets;~~the Venezuelan government announced the devaluation of its currency relative to the U.S. dollar, changing the official exchange rate from 4.30 to 6.30. As a result, the Company recorded a $43 million pre-tax currency translation loss during the fourth quarter of Fiscal 2013, which was reflected within other expense, net, on the consolidated statement of income ($39 million after-tax loss). See the “Venezuela - Foreign Currency and Inflation” section below for further discussion.

• ~~Expand~~During the ~~core~~third ~~portfolio;~~quarter of Fiscal 2013, the Company renegotiated the terms of the Foodstar Holdings Pte ("Foodstar") earn-out that was due in Fiscal 2014 in order to give the Company additional flexibility in the future for growing its business in China, one of its largest and most important emerging markets. This renegotiation resulted in a cash payment of $60 million and a $12 million charge, which represents the difference between the settlement amount and carrying value of the earn-out on the Company's balance sheet at the date of this transaction. This charge was recorded in SG&A on the consolidated income statement and in the Non-Operating segment.

~~• Strengthen~~On ~~and~~a ~~leverage~~reported ~~global~~basis, ~~scale;~~ gross margin for Fiscal 2013 improved 170 basis points to 36.4%, compared to prior year. Excluding charges for special items in the current year(2) as well as charges for productivity initiatives in Fiscal 2012(3), gross margin for the year improved 60 basis points driven by higher pricing and productivity improvements which more than offset higher commodity costs.

~~• Make~~ ~~talent an advantage.~~ 13

~~The~~Operating ~~Company~~income ~~remains~~for ~~confident~~the fiscal year increased 10.6% to $1.66 billion on a reported basis. Excluding charges for special items in ~~its~~the ~~underlying~~current ~~business~~year ~~fundamentals~~as ~~and~~well ~~plans~~as tocharges ~~continue~~for productivity initiatives in the prior year, operating income increased 0.8% versus prior year to ~~focus~~$1.72 onbillion ~~these~~despite ~~four~~increased ~~strategic~~investments ~~pillars~~in the business, including higher marketing (+2.5%), enhanced selling capabilities in ~~Fiscal~~emerging ~~2013~~markets and incremental spending on Project Keystone.

Reported diluted earnings per share from continuing operations were $3.37 for Fiscal 2013, compared to $3.01 in the prior year. Excluding charges for special items, current year diluted earnings per share from continuing operations were $3.62 in the current year compared to $3.45 in the prior year excluding charges for productivity initiatives. Earnings per share from continuing operations benefited from an increase in organic sales and gross margin and a lower effective tax rate. Operating free cash flow⁽⁴⁾for the year was $1.05 billion, excluding the impact of special items, compared to $1.21 billion in the prior year excluding the $122 million of cash paid in Fiscal 2012 for productivity initiatives.


(1)	Organic sales growth is defined as volume plus price or total sales growth excluding the impact of foreign exchange, acquisitions and divestitures. See “Non-GAAP Measures” section below for the reconciliation of all of these organic sales growth measures to the reported GAAP measure.

(2) All Fiscal 2013 results excluding ~~charges~~special ~~for~~items ~~productivity initiatives~~ are non-GAAP measures used for management reporting and incentive compensation purposes. See “Non-GAAP Measures” section below ~~and~~for the ~~following~~ reconciliation of all Fiscal 2013 non-GAAP measures to the reported GAAP measures.

(3) ~~Operating~~All ~~Free~~Fiscal ~~Cash~~2012 ~~Flow~~results isexcluding ~~defined~~charges asfor ~~cash~~productivity ~~from~~initiatives ~~operations~~are ~~less~~non-GAAP ~~capital~~measures ~~expenditures~~used ~~net~~for ofmanagement ~~proceeds~~reporting ~~from~~and ~~disposals~~incentive ofcompensation ~~Property, Plant and Equipment~~purposes. See “Non-GAAP Measures” section below for the reconciliation of ~~this~~all ~~measure~~Fiscal 2012 non-GAAP measures to the reported GAAP ~~measure~~measures.

11(4) Operating Free Cash Flow is defined as cash from operations less capital expenditures net of proceeds from disposals of Property, Plant and Equipment. See “Non-GAAP Measures” section below for the reconciliation of this measure to the reported GAAP measure.

	Fiscal Year Ended
	April 29, 2012
	Sales	Gross Profit	SG&A	Operating Income	Effective Tax Rate		Net Income attributable to H.J. Heinz Company	Diluted EPS
	(In thousands except per share amounts)
Reported results	$11,649,079	$3,999,530	$2,548,362	$1,451,168	20.6	%	$923,159	$2.85
Charges for productivity initiatives	—	139,830	84,487	224,317	27.4	%	162,874	0.50
Results excluding charges for productivity initiatives	$11,649,079	$4,139,360	$2,463,875	$1,675,485	21.7	%	$1,086,033	$3.35
(Totals may not add due to rounding)

Productivity Initiatives

The Company announced on May 26, 2011 that it would invest in productivity initiatives during Fiscal 2012 designed to increase manufacturing effectiveness and efficiency as well as accelerate overall productivity on a global scale. The Company originally anticipated investing at least $130 million of cash and $160 million of pre-tax income ($0.35 per share) on these initiatives during Fiscal 2012. During Fiscal 2012, the Company's Board of Directors gave its approval for the Company to invest an incremental $40 million cash and $75 million of pre-tax income ($0.21 per share) on additional productivity initiatives. The Company was able to execute these projects under budget and is on track to deliver the expected benefits. All of these costs in Fiscal 2012 were reported in the Non-Operating segment. See Note 3, "Productivity Initiatives" in Item 8- "Financial Statements and Supplementary Data" and the "Liquidity and Financial Position" section below for additional information on these productivity initiatives.

Discontinued Operations

~~During~~In the third quarter of Fiscal ~~2010~~2013, the Company's ~~completed~~Board ~~the~~of ~~sale~~Directors ofapproved ~~its~~management's ~~Appetizers~~plan ~~And~~to sell Shanghai LongFong Foods ("LongFong"), ~~Inc.~~a maker of frozen ~~hors~~products ~~d’oeuvres~~in ~~business~~China which was previously reported ~~within~~in the ~~U.S. Foodservice~~Asia/Pacific segment. During the fourth quarter of Fiscal 2013, ~~resulting~~the inCompany secured an agreement with a ~~$14.5 million~~buyer ~~pre-tax~~and ~~($10.4 million~~expects ~~after-tax)~~the ~~loss.~~sale ~~Also~~to close during the ~~third~~first quarter of Fiscal ~~2010~~2014. As a result, ~~the~~LongFong's ~~Company~~net ~~completed~~assets ~~the~~were ~~sale~~classified ofas ~~its~~held ~~private~~for ~~label~~sale ~~frozen~~and ~~desserts~~the ~~business~~Company inadjusted the ~~U.K.,~~carrying ~~resulting~~value into estimated fair value, recording a $3136.4 0 million pre-tax ~~($23.6 million~~and after-tax) ~~loss.~~non-cash ~~During~~goodwill impairment charge to discontinued operations during the ~~second~~third quarter of Fiscal ~~2010,~~2013. The ~~the~~net ~~Company~~assets ~~completed~~held ~~the~~for sale ofrelated ~~its~~to ~~Kabobs~~LongFong ~~frozen~~as ~~hors~~of ~~d’oeuvres~~April 28, ~~business~~2013 ~~which~~are ~~was~~reported ~~previously~~in ~~reported~~Other ~~within~~current ~~the~~assets, ~~U.S. Foodservice~~Other ~~segment~~non-current assets, ~~resulting~~Other inaccrued aliabilities ~~$15.0 million~~and ~~pre~~Other non-~~tax~~current ~~($10.9 million~~liabilities ~~after-tax)~~on ~~loss.~~the ~~The~~consolidated ~~losses~~balance onsheet ~~each~~as of ~~these~~April 28, ~~transactions~~2013 ~~have~~as ~~been~~they ~~recorded~~are innot ~~discontinued~~material ~~operations~~for separate balance sheet presentation.

InDuring ~~accordance with accounting principles generally accepted in~~ the ~~United~~first ~~States~~quarter of ~~America~~Fiscal 2013, the ~~operating~~Company ~~results~~completed ~~related~~the tosale ~~these~~of ~~businesses~~its ~~have~~U.S. ~~been~~Foodservice ~~included~~frozen indesserts ~~discontinued~~business, ~~operations~~resulting in ~~the~~a ~~Company’s~~$32.7 ~~consolidated~~million ~~statements~~pre-tax ~~of income for Fiscal 2010~~($21.1 ~~The~~million ~~following~~after-tax) ~~table~~loss ~~presents~~which ~~summarized~~has ~~operating~~been ~~results~~recorded ~~for~~in ~~these~~ discontinued operations:.

	Fiscal Year Ended
	April 28,2010FY 2010
	(In millions)
Sales	$63.0
Net after-tax losses	$(4.7)
Tax benefit on losses	$2.0

The operating results related to these businesses have been included in discontinued operations in the Company's consolidated statements of income for all periods presented. The following table presents summarized operating results for these discontinued operations:

During the first quarter of Fiscal 2013, the Company's Board of Directors approved the sale of its U.S. Foodservice frozen desserts business. This business had annual sales of approximately $75 million in Fiscal 2012. The disposal transaction included the sale of two factories. As a result of this transaction, the Company will recognize a pre-tax loss of approximately $33 million ($21 million after-tax), which will be recorded in discontinued operations in the first quarter of Fiscal 2013. The sale will not significantly affect the Company's profit on a continuing operations basis going forward.



	Fiscal Year Ended
	April 28, 2013 FY 2013	April 29, 2012 FY 2012	April 27, 2011 FY 2011
	(In millions)
Sales	$47.7	$141.5	$148.0
Net after-tax losses	$(17.6)	$(51.2)	$(39.6)
Tax benefit on losses	$0.6	$1.4	$2.6

12Fiscal 2012 Productivity Initiatives

~~Other~~On ~~Disposals~~May 26, 2011, the Company announced that it would invest in productivity initiatives during Fiscal 2012 designed to increase manufacturing effectiveness and efficiency as well as accelerate overall productivity on a global scale. The Company recorded costs related to these productivity initiatives of $205.4 million pre-tax ($144.0 million after-tax or $0.45 per share) during the fiscal year ended April 29, 2012, all of which were reported in the Non-Operating segment. In addition, after-tax charges of $18.9

~~During~~ the fourth quarter of Fiscal 2010, the Company received cash proceeds of $95 million from the government of the Netherlands for property the government acquired through eminent domain proceedings. The transaction included the purchase by the government of the Company’s factory located in Nijmegen, which produces soups, pasta and cereals. The cash proceeds are intended to compensate the Company for costs, both capital and expense, which are being incurred over a three year period from the date of the transaction, which is the length of time the Company has to exit the current factory location and construct new facilities. Note, the Company has and will incur costs to build an R&D facility in the Netherlands, costs to transfer a cereal line to another factory location, employee costs for severance and other costs directly related to the closure and relocation of the existing facilities. The Company also entered into a three-year leaseback on the Nijmegen factory. The Company will continue to operate in the leased factory while executing its plans for closure and relocation of the operations. The Company has accounted for the proceeds on a cost recovery basis. In doing so, the Company has made its estimates of cost, both of a capital and expense nature, to be incurred and recovered and to which proceeds from the transaction will be applied. Of the initial proceeds received, $81 million was deferred based on management’s total estimated future costs to be recovered and these deferred amounts are recognized as the related costs are incurred. If estimated costs differ from what is actually incurred, these adjustments will be reflected in earnings. As of April 29, 2012 and April 27, 2011, the remaining deferred amounts on the consolidated balance sheets were $21 million and $63 million, respectively, and were recorded in other non-current liabilities and other accrued liabilities. No significant adjustments were reflected in earnings in Fiscal 2012 and 2011. The excess of the $95 million of proceeds received over estimated costs to be recovered and incurred was $15 million and was recorded as a reduction of cost of products sold in the consolidated statement of income for the year ended April 28, 2010.14

million were recorded in losses from discontinued operations for the fiscal year ended April 29, 2012 . See Note 4, "Fiscal 2012 Productivity Initiatives" in Item 8- "Financial Statements and Supplementary Data" and the "Liquidity and Financial Position" section below for additional information on these productivity initiatives.

Results of Continuing Operations

On March 14, 2012 the Company's Board of Directors ~~of H. J. Heinz Company~~ authorized a change in the Company's fiscal year end from the Wednesday nearest April 30 to the Sunday nearest April 30. The change in the fiscal year end resulted in Fiscal 2012 changing from a 53 week year to a 52 1/2 week year and was intended to better align the Company's financial reporting period with its business partners and production schedules. This change did not have a material impact on the Company's financial statements.

The Company’s revenues are generated via the sale of products in the following categories:

	Fiscal Year Ended
	April 29, 2012		April 27, 2011		April 28, 2010
	April 28, 2013		April 29, 2012		April 27, 2011
	(52 1/2 Weeks)		(52 Weeks)		(52 Weeks)
	(52 Weeks)		(52 1/2 Weeks)		(52 Weeks)
	(In thousands)
Ketchup and Sauces	$	5,~~232~~375,~~607~~788	$	45,~~607~~232,~~971~~607	$	4,~~446~~607,~~911~~326
Meals and Snacks	4,~~479~~240,~~502~~808		4,~~282~~337,~~318~~995		4,~~289~~134,~~977~~836
Infant/Nutrition	1,~~232~~189,~~248~~015		1,~~175~~232,~~438~~248		1,~~157~~175,~~982~~438
Other	~~704~~723,~~722~~275		~~640~~704,~~861~~722		~~600~~641,~~113~~036
Total	$	11,~~649~~528,~~079~~886	$	1011,~~706~~507,~~588~~572	$	10,~~494~~558,~~983~~636

Fiscal 2013 Company Results- Fiscal Year Ended April 28, 2013 compared to Fiscal Year Ended April 29, 2012

Sales for Fiscal 2013 increased $21 million, or 0.2%, to $11.53 billion. Volume increased 1.0%, as volume gains in emerging markets were partially offset by declines in the U.S., Continental Europe, Australia and Italy. Emerging markets volume included an extra month of results for Brazil, which was more than offset by the Company's decision to exit the T.G.I Friday's® frozen meals business in the U.S. Emerging markets, the Company's top 15 brands and global ketchup continued to be the Company's primary growth drivers, with organic sales growth of 16.8%, 3.6% and 4.6%, respectively (reported sales growth of 14.3%, 0.8%, and 2.8%, respectively). Net pricing increased sales by 2.1%, driven by price increases across the emerging markets, as well as in Continental Europe and U.S. Foodservice. Divestitures decreased sales by 0.3%, and unfavorable foreign exchange rates decreased sales by 2.5%.

Gross profit increased $201 million, or 5.0%, to $4.20 billion, and gross profit margin increased 170 basis points to 36.4%. Current year gross profit includes the previously discussed $3.5 million charge related to the closure of a factory in South Africa. Excluding this charge and charges for productivity initiatives in Fiscal 2012, gross profit margin increased 60 basis points, and gross profit increased $74 million, or 1.8%, as the benefits from higher pricing, volume and productivity initiatives were offset by a $104 million unfavorable impact from foreign exchange and higher commodity costs.

SG&A increased $41 million, or 1.7%, to $2.53 billion, and increased as a percentage of sales to 22.0% from 21.7%. Current year SG&A includes the previously discussed special items of $12 million for the Foodstar earn-out settlement and $45 million in transaction-related costs associated with the Merger Agreement. Excluding these current year special items and charges for productivity initiatives in Fiscal 2012, SG&A increased $60 million, or 2.5%, to $2.48 billion and increased as a percentage of sales to 21.5% from 21.0%. The increase in aggregate spending reflects higher marketing spending, incremental investments in Project Keystone, and strategic investments to drive growth in emerging markets partially offset by a $66 million impact from foreign exchange translation rates, reduced pension expense and effective cost management in developed markets.

Operating income increased $159 million, or 10.6%, to $1.66 billion Excluding the special items in the current year and charges for productivity initiatives in Fiscal 2012, operating income increased $14 million, or 0.8%, to $1.72 billion.

Net interest expense decreased $3 million, to $256 million, reflecting a $9 million decrease in interest expense and a $7 million decrease in interest income, both of which are driven by lower interest rates. Other expense, net, increased $54 million, to $62 million in the current year, primarily due to a $43 million currency translation loss previously discussed recorded during the fourth quarter of Fiscal 2013 resulting from the devaluation of the Venezuelan currency relative to the U.S. dollar, changing the official

exchange rate from 4.30 to 6.30. The remaining increase is due to other currency losses this year compared to currency gains last year.

The effective tax rate for Fiscal 2013 decreased to 18.0% from 19.8% in the prior year on a reported basis. Excluding special items in the current year and productivity initiatives last year, the effective rate was 18.2% compared to 21.3% last year. The decrease in the effective tax rate is primarily the result of increased benefits from the revaluation of the tax basis of certain foreign assets, which includes our Fiscal 2013 reorganization, and reduced charges for the repatriation of current year foreign earnings. See below in "Liquidity and Financial Position" for further explanation.These amounts were partially offset by lower current year benefits from tax free interest and tax on income of foreign subsidiaries. The prior year also contained a benefit from the resolution of a foreign tax case. Both periods contained a benefit of approximately $15 million from the reversal of an uncertain tax position liability due to the expiration of the statute of limitations in a foreign tax jurisdiction as well as benefits in each year related to 200 basis point statutory tax rate reductions in the United Kingdom.

Income from continuing operations attributable to H. J. Heinz Company was $1.09 billion, an increase of 11.6% compared to $974 million in the prior year on a reported basis. Excluding special items, income from continuing operations was $1.17 billion, an increase of 4.5% compared to $1.12 billion in the prior year excluding charges for productivity initiatives. Diluted earnings per share from continuing operations of $3.37 were up 12.0% compared to $3.01 in the prior year on a reported basis. Excluding special items, diluted earnings per share was $3.62, an increase of 4.9% compared to $3.45 in the prior year excluding charges for productivity initiatives. EPS movements were unfavorably impacted by $0.09 from currency translation and translation hedges.

The impact of fluctuating translation exchange rates in Fiscal 2013 has had a relatively consistent impact on all components of operating income on the consolidated statement of income.

FISCAL YEAR 2013 OPERATING RESULTS BY BUSINESS SEGMENT

North American Consumer Products

Sales of the North American Consumer Products segment decreased $46 million, or 1.4%, to $3.20 billion. Volume decreased 1.1% despite volume improvements in Heinz® ketchup and mayonnaise, Ore-Ida® and non-branded frozen potatoes, Classico® pasta sauces and Delimex® frozen snacks. These volume improvements were more than offset by the planned exit of T.G.I Friday's® frozen meals and volume declines in Smart Ones® frozen products, reflecting category softness and the discontinuation of bagged meals, and in T.G.I Friday's® frozen snacks. Higher net price of 0.6% reflects price increases in Heinz® ketchup and Smart Ones® frozen products, reflecting reduced promotions, partially offset by increased promotions on Ore-Ida® frozen potatoes. Sales were also unfavorably impacted by 0.7% from the Company's strategic decision to exit the Boston Market® license. Unfavorable Canadian exchange translation rates decreased sales 0.2%

Gross profit increased $7 million, or 0.6%, to $1.33 billion, and the gross profit margin increased to 41.7% from 40.9%. Gross margin increased as productivity improvements and slightly higher pricing more than offset increased commodity costs. Operating income decreased $21 million, or 2.6% to $791 million, largely due to higher marketing (+9%) and increased selling and distribution expense ("S&D") and general and administrative expenses ('"G&A") in Canada related to the implementation of Project Keystone.

Europe

Heinz Europe sales decreased $127 million, or 3.7%, to $3.31 billion, reflecting a 3.4% decline from foreign exchange translation rates. Net pricing increased 0.9%, driven by lower promotions across Continental Europe and on Aunt Bessie's® frozen potatoes in the U.K. and higher pricing on Heinz® ketchup in Russia, partially offset by higher promotions on Heinz® soup and beans in the U.K. Volume decreased 0.8%, as strong performance in Heinz® ketchup, our Russian business and Heinz® soup in the U.K. were more than offset by volume declines in Heinz® beans and pasta meals and frozen meals in the U.K. and the impact from weak economies and soft category sales in Italy and Continental Europe. The divestitures of two small businesses decreased sales 0.5%.

Gross profit decreased $44 million, or 3.3%, to $1.28 billion, while the gross profit margin increased slightly to 38.5% from 38.3%. The gross margin improvement reflects higher pricing, productivity improvements and favorable cross currency rate movements related to the sourcing of finished goods across the European supply chain, partially offset by higher commodity costs. The $44 million decrease in gross profit was due to the impact of unfavorable foreign exchange translation rates. Operating income decreased $16 million, or 2.6%, to $593 million, as lower G&A costs reflecting reduced pension and incentive compensation expense were more than offset by unfavorable foreign exchange translation rates and increased investments in our emerging markets businesses.

Asia/Pacific

Heinz Asia/Pacific sales increased $33 million, or 1.3%, to $2.53 billion, despite unfavorable exchange translation rates decreasing sales by 3.0%. Volume increased 2.7%, largely a result of growth in ABC® products in Indonesia, Glucon D® and Nycil® branded products in India resulting from an excellent summer season and increased marketing, strong performance in Japan and continued strong performance of Heinz® and Master® branded sauces in China. These increases were partially offset by declines in soup and infant feeding in Australia and Complan® nutritional beverages in India. Pricing increased 1.6%, due to ABC® products in Indonesia, Complan® nutritional beverages in India and Master® branded sauces in China, partially offset by higher promotional spending in Australia.

Despite unfavorable foreign exchange translation rates, gross profit increased $48 million, or 6.3%, to $805 million, and the gross profit margin increased to 31.8% from 30.3%. The higher gross margin reflects productivity improvements and higher pricing, partially offset by higher commodity costs, particularly sugar costs in Indonesia. SG&A increased as investments in marketing and in improved capabilities in our emerging markets businesses were partially offset by foreign exchange translation rates and a gain in the current year on the sale of excess land in Indonesia. Operating income increased by $31 million, or 13.3%, to $266 million. Australia's operating income improved this year as a result of savings from last year's productivity initiatives.

U.S. Foodservice

Sales of the U.S. Foodservice segment increased $25 million, or 1.9%, to $1.37 billion. Pricing increased sales 2.7%, largely due to price increases across this segment's product portfolio to offset commodity cost increases. Volume decreased by 0.8%, as improvements in sauces were offset by declines in frozen soup and ketchup.

Gross profit increased $16 million, or 4.2%, to $406 million, and the gross profit margin increased to 29.6% from 29.0%, as higher pricing more than offset increases in manufacturing and commodity costs. Operating income increased $16 million, or 9.6%, to $186 million, which was primarily due to higher gross profit.

Rest of World

Sales for Rest of World increased $137 million, or 14.0%, to $1.12 billion. Volume increased 12.3% due primarily to increases in both Quero® and Heinz® branded products in Brazil, Heinz® baby food in Mexico reflecting the launch of pouch packaging, and Complan® nutritional beverages in the Middle East. Approximately 60% of the volume gains in Brazil are a result of the favorable impacts from marketing and promotional activities, increased distribution and the successful introduction of Heinz® branded ketchup into this market. Approximately one-third of the volume gains in this segment and 40% of Brazil's volume gains are a result of one extra month of sales reported in Brazil in the current year, as the business no longer requires an earlier closing date to facilitate timely reporting. This extra month impact was split evenly between the Ketchup & Sauces and Meals & Snacks categories and mainly impacted Quero® branded sales. Pricing across the region increased sales by 11.3%, largely due to price increases on Quero® branded products in Brazil as well as increases in Venezuela taken to mitigate inflation. Venezuela's pricing was still significantly favorable despite the unfavorable pricing impact of the devaluation of the Venezuelan currency relative to the U.S. dollar that occurred at the beginning of the fourth quarter of this year. (See the “Venezuela- Foreign Currency and Inflation” section below for further discussion on inflation in Venezuela.) Foreign exchange translation rates decreased sales 9.6%.

Gross profit increased $46 million, or 14.0%, to $373 million, due to strong results in Brazil which are a result of significant growth in this business and the extra month of results in the current year, partially offset by unfavorable foreign exchange translation rates and the impact from the Venezuelan currency devaluation. Gross profit margin increased slightly to 33.5% from 33.4% as higher pricing and productivity improvements were offset by increased commodity and other manufacturing costs particularly in Venezuela and Brazil. Operating income increased $8 million, or 7.2%, to $113 million, due to strong performance in Brazil.

Fiscal 2012 Company Results- Fiscal Year Ended April 29, 2012 compared to Fiscal Year Ended April 27, 2011

Sales for Fiscal 2012 increased $~~942~~949 million, or 89.80%, to $11.6551 billion. Net pricing increased sales by 3.87%, driven by price increases across the Company, particularly in the U.S., Latin America, U.K. and China. Volume decreased 0.31%, as favorable volume in emerging markets, Japan and Germany were more than offset by declines in the U.S., Australia and Italy. Emerging markets, global ketchup and the Company's top 15 brands continued to be the most significant growth drivers, with organic sales growth of 1617.46%, 8.0%, and 5.0%, respectively (4043.91%, 9.7% and 12.3%, respectively, reported). Acquisitions, net of divestitures, increased sales by 3.56%. Foreign exchange translation rates increased sales by 1.8%.

Gross profit increased $4750 million, or 1.23%, to $43.099 billion however, the gross profit margin decreased ~~260~~270 basis points to 34.37%. Excluding charges for productivity initiatives, gross profit increased $~~187~~180 million, or 4.76%, to $4.1412 billion, largely due to higher pricing, acquisitions and a $59 million favorable impact from foreign exchange, partially offset by lower volume and commodity cost inflation. Gross profit margin excluding charges for productivity initiatives reflected industry-wide price and cost pressure and decreased 140 basis points to 35.5%, resulting from higher commodity and other costs, the impact of recent

13 17

to higher pricing, acquisitions and a $59 million favorable impact from foreign exchange, partially offset by lower volume and commodity cost inflation. Gross profit margin excluding charges for productivity initiatives reflected industry-wide price and cost pressure and decreased 160 basis points to 35.8%, resulting from higher commodity and other costs, the impact of acquisitions and unfavorable sales mix, partially offset by higher pricing and productivity improvements.

~~Selling, general and administrative expenses ("~~SG&A") increased $~~244~~236 million, or 10.64% to $2.5549 billion. Excluding charges for productivity initiatives, SG&A increased $160 million, or 67.91% to $2.4642 billion, and decreased as a percentage of sales to 21.20% versus 21.54% last year. This increase in SG&A reflects a $3836 million unfavorable impact from foreign exchange translation rates, as well as increases from acquisitions, higher marketing spending and incremental investments in Project Keystone. In addition, ~~selling and distribution expense ("~~S&D") was unfavorably impacted by higher fuel prices, particularly in the U.S., and ~~general and administrative expenses ("~~G&A") were higher as a result of strategic investments to drive growth in emerging markets, partially offset by effective cost management in developed markets and lower incentive compensation expense. SG&A, excluding marketing and charges for productivity initiatives, decreased as percentage of sales by 40 basis points, to 17.10%.

Operating income decreased $~~197~~185 million, or 1211.0%, to $1.4550 billion. Excluding charges for productivity initiatives, operating income was up $2720 million, or 1.72%, to $1.6871 billion.

Net interest expense increased $78 million, to $~~259~~258 million, reflecting a $1920 million increase in interest expense, partially offset by a $12 million increase in interest income. The increase in interest income is mainly due to earnings on short-term investments and the increase in interest expense is largely due to interest rate mix in the Company's debt portfolio and acquisitions made ~~last~~in ~~fiscal~~Fiscal ~~year~~2011. Other expenses, net, decreased $13 million, to $8 million, primarily due to currency gains ~~this~~in ~~year~~Fiscal 2012 compared to currency losses in ~~the~~Fiscal ~~prior year~~2011.

The effective tax rate for Fiscal 2012 was 2019.68%. Excluding charges for productivity initiatives, the effective tax rate was 21.73% in ~~the~~Fiscal ~~current~~2012 ~~year~~ compared to 26.82% ~~last~~in ~~year~~Fiscal 2011. The decrease in the effective tax rate is primarily the result of the increased benefits from the revaluation of the tax basis of foreign assets, the reversal of an uncertain tax position liability due to the expiration of the statute of limitations in a foreign tax jurisdiction, the beneficial resolution of a foreign tax case, and lower tax on the income of foreign subsidiaries primarily resulting from a statutory tax rate reduction in the U.K. These benefits were partially offset by the ~~current~~Fiscal ~~year~~2012 expense for changes in valuation allowances.

~~Net~~Income ~~income~~from continuing operations attributable to H. J. Heinz Company was $~~923~~974 million, a decrease of 65.73%. Excluding charges for productivity initiatives, ~~net~~ income from continuing operations attributable to H. J. Heinz Company was $1.0912 billion compared to $~~990~~1.03 ~~million~~billion in ~~the~~Fiscal ~~prior year~~2011, an increase of 9.8.7%. This increase was largely due to higher sales and a lower effective tax rate, partially offset by a lower gross margin and investments in marketing, emerging markets capabilities and Project Keystone. Diluted earnings per share from continuing operations were $23.8501 in ~~the~~Fiscal ~~current year~~2012, down 65.93%. Excluding charges for productivity initiatives, diluted earnings per share from continuing operations were $3.3545 in ~~the~~Fiscal ~~current~~2012 ~~year~~ compared to $3.0618 in ~~the~~Fiscal ~~prior year~~2011, up 98.5%. EPS movements were favorably impacted by $0.06 from currency translation and translation hedges.

The impact of fluctuating translation exchange rates in Fiscal 2012 has had a relatively consistent impact on all components of operating income on the consolidated statement of income.

FISCAL YEAR 2012 OPERATING RESULTS BY BUSINESS SEGMENT

North American Consumer Products

Sales of the North American Consumer Products segment decreased $24 million, or 0.7%, to $3.24 billion. Higher net price of 2.8% reflects price increases across the leading brands and reduced trade promotions. Despite volume gains from new product launches, overall volume declined 2.3% across most of our key brands reflecting reduced promotional activity and the impact of price increases. Sales were also unfavorably impacted by 1.6% from the Company's strategic decision to exit the Boston Market^® license effective July 2011. Favorable Canadian exchange translation rates increased sales 0.3%.

Gross profit decreased $51 million, or 3.7%, to $1.32 billion, and the gross profit margin decreased to 40.9% from 42.1%. Gross profit declined as higher pricing and productivity improvements were more than offset by increased commodity and fuel costs, lower volume and the impact from the exit of the Boston Market^®license. The decline in gross margin is due to higher commodity costs and unfavorable sales mix. Operating income decreased $21 million, or 2.5% to $812 million, as the decline in gross profit was partially offset by a decrease in G&A reflecting effective cost management, lower incentive compensation expenses and decreased S&D largely due to lower volume.

Europe

Heinz Europe sales increased $204 million, or 6.3%, to $3.44 billion. Net pricing increased 3.7%, driven by price increases across Europe and reduced promotions in the U.K. Volume increased by 0.6% as growth in ketchup across Europe, soup in the U.K., sauces in Germany and Heinz® branded sauces in Russia were offset by declines in Italian infant nutrition and frozen products in the U.K. The Italian infant nutrition business was unfavorably impacted by weakness in the Italian economy and corresponding softness in the category. Favorable foreign exchange translation rates increased sales by 1.9%.

14Gross profit increased $52 million, or 4.1%, to $1.32 billion, while the gross profit margin decreased to 38.3% from 39.1%. The $52 million increase in gross profit is due to favorable net pricing, increased volume and foreign exchange translation rates. The decrease in the gross margin reflects the benefits from higher pricing and productivity improvements which were more than offset by higher commodity costs, unfavorable sales mix and a Fiscal 2011 gain on the sale of distribution rights on Amoy® products to ethnic channels in the U.K. Operating income increased $28 million, or 4.8%, to $609 million, due to higher pricing, increased volume and favorable foreign currency translation, partially offset by increased marketing investments.

U.K., sauces in Germany and Heinz® branded sauces in Russia were offset by declines in Italian infant nutrition and frozen products in the U.K. The Italian infant nutrition business was unfavorably impacted by weakness in the Italian economy and corresponding softness in the category. Favorable foreign exchange translation rates increased sales by 1.9%.

Gross profit increased $52 million, or 4.1%, to $1.32 billion, while the gross profit margin decreased to 38.3% from 39.1%. The $52 million increase in gross profit is due to favorable net pricing, increased volume and foreign exchange translation rates. The decrease in the gross margin reflects the benefits from higher pricing and productivity improvements which were more than offset by higher commodity costs, unfavorable sales mix and a prior year gain on the sale of distribution rights on Amoy® products to ethnic channels in the U.K. Operating income increased $28 million, or 4.8%, to $609 million, due to higher pricing, increased volume and favorable foreign currency translation, partially offset by increased marketing investments.

Asia/Pacific

Heinz Asia/Pacific sales increased $~~248~~253 million, or 1011.73%, to $2.5750 billion. Favorable exchange translation rates increased sales by 5.4%. The acquisition of Foodstar in China during the third quarter of Fiscal 2011 increased sales 3.12%. Pricing increased 2.51% and volume ~~decreased~~increased 0.35%. Total segment volume was negatively impacted by poor operating results in Australia. The Australian business has been impacted by a challenging market environment, higher promotions and reduced market demand. Price increases were realized on ABC® products in Indonesia, Complan® products in India, and ~~Long Fong® frozen products and~~ Heinz® infant feeding products in China. Significant volume growth occurred in Complan® nutritional beverages in India, frozen potatoes and sauces in Japan, ABC® sauces in Indonesia, and Heinz® and Master® branded sauces and Heinz® branded infant feeding products in China. Beyond Australia, volume declines were noted in Glucon D® and Nycil® branded products in India ~~and Long Fong® frozen products in China~~.

Gross profit increased $5046 million, or 6.94%, to $~~764~~758 million, and the gross profit margin decreased to 2930.83% from 3031.87%. The $5046 million increase in gross profit largely reflects favorable net pricing and foreign exchange translation rates and the Foodstar acquisition, partially offset by weakness in Australia, ~~prior~~and ~~year~~Fiscal 2011 gains from the favorable renegotiation of a long-term supply contract in Australia and the sale of a factory in India. The decline in gross margin is a result of higher commodity costs and poor operating results in Australia which were only partially offset by higher pricing and productivity improvements. SG&A increased as a result of foreign exchange translation rates, the Foodstar acquisition, increased marketing and investments to improve capabilities in our emerging markets businesses. Operating income decreased by $1519 million, or 67.94%, to $~~206~~235 million, reflecting results in Australia.

U.S. Foodservice

Sales of the U.S. Foodservice segment increased $67 million, or 0.45%, to $1.4235 billion. Pricing increased sales 2.63%, largely due to price increases across this segment's product portfolio to offset commodity cost increases. Volume decreased by 21.28%, due largely to ongoing weakness in restaurant foot traffic at some key customers, which iswas beginning to improve at the end of Fiscal 2012, and the impact of price increases.

Gross profit decreased $2527 million, or 56.95%, to $~~397~~390 million, and the gross profit margin decreased to 2829.0% from 2931.91%, as pricing and productivity improvements were more than offset by increased commodity and fuel costs and unfavorable volume and product mix. Operating income decreased $1014 million, or 57.54%, to $~~166~~170 million, which is primarily due to higher commodity costs, partially offset by a decrease in G&A expenses which reflects effective cost management, including reduced incentive compensation expense.

Rest of World

Sales for Rest of World increased $509 million, or 108.3%, to $979 million. The Coniexpress acquisition in Brazil ("Quero"), which was completed at the end of Fiscal 2011, increased sales 76.6%. Higher pricing increased sales by 21.5%, largely due to price increases in Latin America taken to mitigate inflation. (See the “Venezuela - Foreign Currency and Inflation” section below for further discussion on inflation in Venezuela.) Volume increased 11.9% mainly due to increases in Heinz® ketchup and baby food in Latin America. Volume in Latin America was unfavorably impacted in ~~the~~Fiscal ~~prior~~2011 ~~year~~ by labor disruptions which occurred in Venezuela. Ketchup and sauces in South Africa and improvements across product categories in the Middle East also drove favorable volume. Foreign exchange translation rates decreased sales 1.7%.

Gross profit increased $158 million, or 93.2%, to $327 million, due mainly to the Quero acquisition in Brazil and higher pricing and volume, partially offset by increased commodity costs. The gross profit margin declined to 33.4% from 36.0% primarily reflecting the impact of the Quero acquisition. Operating income increased $52 million, or 96.9%, to $105 million resulting from higher pricing and volume and the Quero acquisition.

Fiscal 2011 Company Results- Fiscal Year Ended April 27, 2011 compared to Fiscal Year Ended April 28, 2010

Sales for Fiscal 2011 increased $212 million, or 2.0%, to $10.71 billion. Volume increased 0.7%, as favorable volume in emerging markets as well as improvements in North American Consumer Products were partially offset by declines in U.S. Foodservice, Australia and Germany. Emerging markets and our Top 15 brands realized combined volume and pricing gains of 14.4% and 3.8%, respectively. Net pricing increased sales by 1.2%, as price increases in emerging markets, particularly Latin America, U.S. Foodservice and the U.K. were partially offset by increased trade promotions in the North American Consumer Products and Australian businesses. Acquisitions increased sales by 0.6%, while foreign exchange translation rates reduced sales by 0.5%.

Gross profit increased $158 million, or 4.2%, to $3.95 billion, and the gross profit margin increased to 36.9% from 36.2%. Gross profit increased as higher volume, net pricing, productivity improvements and the favorable impact from the Foodstar acquisition were partially offset by a $33 million unfavorable impact from foreign exchange translation rates as well as higher commodity costs. In addition, Fiscal 2010’s gross profit included $24 million in charges for a corporation-wide initiative to improve productivity, partially offset by a $15 million gain related to property sold in the Netherlands as discussed previously.

SG&A increased $69 million, or 3.1% to $2.30 billion, and increased slightly as a percentage of sales to 21.5% from 21.3%. SG&A was unfavorably impacted by S&D, largely resulting from the higher volume and fuel costs, and higher G&A, reflecting investments in global process and system upgrades, increased capabilities in emerging markets and acquisition costs related to the Coniexpress acquisition. These increases were partially offset by reduced marketing expense, a $17 million favorable impact from foreign exchange translation rates and a $14 million impact related to Fiscal 2010 targeted workforce reductions. Operating income increased $89 million, or 5.7%, to $1.65 billion, reflecting the items above.

Net interest expense increased $2 million, to $253 million, reflecting a $23 million decrease in interest income and a $20 million decrease in interest expense. The decrease in interest income is mainly due to a $24 million gain in Fiscal 2010 on a total rate of return swap, which was terminated in August 2009. Interest expense decreased due to lower average interest rates and debt balances. Other expenses, net, increased $3.0 million, to $21 million, primarily due to currency losses partially offset by $9 million of charges in Fiscal 2010 recognized in connection with the dealer remarketable securities exchange transaction (see below in “Liquidity and Financial Position” for further explanation of this transaction).

The effective tax rate for Fiscal 2011 was 26.8% compared to 27.8% for Fiscal 2010. The Fiscal 2011 effective tax rate was lower than Fiscal 2010 primarily due to increased benefits from foreign tax planning and increased tax exempt foreign income, partially offset by higher taxes on repatriation of earnings.

Income from continuing operations attributable to H. J. Heinz Company was $990 million compared to $914 million in Fiscal 2010, an increase of 8.2%. The increase was due to higher operating income, reduced interest expense, a lower tax rate and $28 million in Fiscal 2010 after-tax charges ($0.09 per share) for targeted workforce reductions and non-cash asset write-offs. These were partially offset by an $11 million after-tax gain in Fiscal 2010 related to property sold in the Netherlands and a $15 million after-tax gain in Fiscal 2010 on a total rate of return swap. Diluted earnings per share from continuing operations were $3.06 in Fiscal 2011 compared to $2.87 in Fiscal 2010, up 6.6%. EPS movements were unfavorably impacted by 1.5% higher shares outstanding and by $0.06 from currency fluctuations, after taking into account the net effect of Fiscal 2011 and 2010 currency translation contracts and foreign currency movements on translation.

The impact of fluctuating translation exchange rates in Fiscal 2011 has had a relatively consistent impact on all components of operating income on the consolidated statement of income.

FISCAL YEAR 2011 OPERATING RESULTS BY BUSINESS SEGMENT

North American Consumer Products

Sales of the North American Consumer Products segment increased $74 million, or 2.3%, to $3.27 billion. Volume increased 2.0% as new products and increased trade promotions drove improvements in Heinz® ketchup and gravy, Smart Ones® frozen entrees, Classico® pasta sauces, Ore-Ida® frozen potatoes and TGI Friday’s® frozen meals and appetizers (TGI Friday’s® frozen meals were discontinued at the end of Fiscal 2012). These increases were partially offset by declines in Boston Market® frozen products as we transitioned away from the Boston Market® license which was completed in the first quarter of Fiscal 2012. In addition, volume was up across most product categories in Canada. Net prices decreased 1.1% reflecting trade promotion increases in Canada, the Consumer Value Program launched in the U.S. in the second half of Fiscal 2010 and trade spending in Fiscal 2011 to support the launch of TGI Friday’s® single serve frozen products. The acquisition of Arthur’s Fresh Company, a small chilled smoothies business in Canada, in the third quarter of Fiscal 2010, increased sales 0.2%. Favorable Canadian exchange translation rates increased sales 1.1%.

Gross profit increased $38 million, or 2.8%, to $1.38 billion, and the gross profit margin increased to 42.1% from 41.9%. The increase in gross profit dollars was aided by favorable volume and foreign exchange translation rates. The gross profit margin improved as productivity improvements more than offset the shift in marketing funds to trade promotion investments and increased commodity costs. SG&A decreased as a result of the shift of marketing funds to trade promotions. Operating income increased $61 million, or 7.9%, to $833 million, reflecting higher volume, gross margin improvements and tight control of SG&A.

Europe

Heinz Europe sales decreased $96 million, or 2.9%, to $3.24 billion. The decrease was due to unfavorable foreign exchange translation rates, which decreased sales by 3.5%, or $117 million. Volume decreased 0.4%, as increases in Weight Watchers® and Aunt Bessies® frozen products in the U.K, improvements in ketchup, particularly in Russia and France, and increases in drinks in The Netherlands, were more than offset by declines in soups in the U.K. and Germany, Honig® branded products in The Netherlands, and infant nutrition across Europe. Net pricing increased 1.0%, due to reduced promotions on Heinz® soup in the U.K. and increased net pricing in our Russian and Italian infant nutrition businesses.

Gross profit increased $19 million, or 1.5%, to $1.27 billion, and the gross profit margin increased to 39.1% from 37.4%. These increases resulted from productivity improvements and higher net pricing partially offset by increased commodity costs and unfavorable foreign exchange translation rates. Gross profit also benefited from a gain in Fiscal 2011 on the sale of distribution rights on Amoy® products in certain ethnic channels in the U.K. Operating income increased $27 million, or 4.8%, to $581 million, reflecting the items above as well as reduced SG&A. The decline in SG&A was largely related to foreign exchange translation rates, partially offset by increased marketing and investments in global process and system upgrades.

Asia/Pacific

Heinz Asia/Pacific sales increased $314 million, or 15.6%, to $2.32 billion. Volume increased 4.8%, due to significant growth in Complan® and Glucon D® nutritional beverages in India, ABC® products in Indonesia and infant feeding and frozen products in China and Japan. These increases were partially offset by softness in Australia, which has been impacted by a difficult trade environment and generally weak category trends. Pricing rose 0.2%, reflecting increases on ABC® products in Indonesia and Complan® and Glucon D® products in India offset by higher promotions in Australia. The acquisition of Foodstar during the third quarter of Fiscal 2011 increased sales 2.9%. Favorable exchange translation rates increased sales by 7.7%.

Gross profit increased $103 million, or 16.8%, to $715 million, and the gross profit margin increased to 30.8% from 30.5%. These increases reflect higher volume and pricing, favorable foreign exchange translation rates, the impact of the Foodstar acquisition, a gain in Fiscal 2011 on the sale of a factory in India, and productivity improvements, which include the favorable renegotiation of a long-term supply contract in Australia. These increases were reduced by higher commodity costs, particularly in Indonesia and India, partially offset by transactional currency benefits. Operating income increased $26 million, or 13.5%, to $222 million, primarily reflecting higher volume, improved gross margins and favorable foreign exchange. These improvements were partially offset by increased marketing investments and higher G&A.

U.S. Foodservice

Sales of the U.S. Foodservice segment decreased $16 million, or 1.1%, to $1.41 billion. Pricing increased sales 2.3%, largely due to Heinz® ketchup and other tomato products, reflecting reduced trade promotions and price increases taken to offset commodity cost increases. Volume decreased by 3.5%, due to declines in frozen desserts and soup as well as non-branded sauces. The volume reflects ongoing weakness in restaurant foot traffic, rationalization of less-profitable products, and the timing of new product launches and promotions in Fiscal 2010.

Gross profit increased $20 million, or 5.1%, to $422 million, and the gross profit margin increased to 29.9% from 28.1%, as pricing and productivity improvements more than offset increased commodity costs and lower volume. Operating income increased $25 million, or 16.8%, to $176 million, due to the gross margin improvements and lower SG&A costs relating to reduced incentive compensation expense.

Rest of World

Sales for Rest of World decreased $64 million, or 11.9%, to $470 million. Foreign exchange translation rates decreased sales 24.6%, or $131 million, largely due to the devaluation of the Venezuelan bolivar fuerte (“VEF”) late in the third quarter of Fiscal 2010. Higher pricing increased sales by 17.2%, largely due to price increases in Latin America taken to mitigate inflation. Volume decreased 4.5% as increases in the Middle East resulting from new products, market expansion and increased marketing and promotions were more than offset by declines in Venezuela resulting from labor disruptions which occurred during Fiscal 2011.

Gross profit decreased $29 million, or 14.8%, to $169 million, due mainly to the impact of VEF devaluation, increased commodity costs and lower volume, partially offset by increased pricing. Operating income decreased $16 million, or 22.9%, to

$53 million, reflecting the VEF devaluation. In order to facilitate timely reporting in Fiscal 2011, the operating results of Coniexpress in Brazil, which was acquired on April 1, 2011, was first reported in the Rest of World segment beginning in the first quarter of Fiscal 2012.

Liquidity and Financial Position

~~For~~Cash ~~Fiscal 2012, cash~~ provided by operating activities was $1.4939 billion compared to $1.5849 billion in the prior year. The decline in Fiscal ~~2012~~2013 versus Fiscal ~~2011~~2012 reflects ~~the~~unfavorable ~~cash~~movements ~~impact~~in ofreceivables, ~~spending~~inventories onand ~~productivity~~income ~~initiatives,~~taxes as well as increased pension contributions and cash paid in the current year for transaction costs related to the Merger Agreement. The unfavorable ~~movements~~movement in receivables is largely due to an increase in cash received under the accounts ~~payable~~receivable ~~and~~securitization ~~accrued~~program ~~income~~during ~~taxes,~~last year. These were partially offset by favorable movements in ~~receivables~~payables. In addition, the settlement of the Foodstar earn-out previously discussed resulted in a cash payment of $60 million, of which $15 million was reported in cash from operating activities and ~~inventories~~$45 million was reported in cash from financing activities on the consolidated cash flow statement. Cash paid in the current year for Fiscal 2012 productivity initiatives was $74 million ($29 million of which were capital expenditures) compared to $122 million ($25 million of which were net capital expenditures) in the prior year. The Company's cash conversion cycle, which is calculated using a 5 quarter average, ~~was~~ ~~consistent~~improved ~~with~~5 ~~the~~days from prior year atto 4237 days in Fiscal ~~2012~~2013 due to improvements in accounts receivable and inventories of 1 day and 4 days, respectively. The improvement in the Company's cash conversion cycle reflects the Company's focus on the reduction in average working capital requirements.

InDuring the first quarter of Fiscal ~~2012~~2013, ~~cash~~the ~~required~~Company ~~for~~entered ~~productivity~~into ~~initiatives~~an ~~was~~amendment of its $~~122~~175 million accounts receivable securitization program that extended the term until June 7, 2013. ~~The~~For ~~remaining~~the sale of receivables under the program, the Company receives cash ~~required~~consideration up to $175 million and a receivable for ~~these~~the ~~initiatives~~remainder of ~~approximately~~the purchase price (the "Deferred Purchase Price"). The cash consideration and the carrying amount of receivables removed from the consolidated balance sheets were $80159 million isand ~~expected~~$162 tomillion beas ~~paid~~of inApril 28, ~~the~~2013 ~~first~~and ~~quarter~~April 29, 2012, respectively, resulting in a decrease of $3 million in cash for sales under this program for Fiscal 2013 and an increase in cash of $133 million for Fiscal 2012. ~~Ongoing~~The ~~pre-tax~~increase ~~savings~~in ~~relative~~cash proceeds related to ~~these~~the ~~initiatives~~Deferred Purchase Price was ~~approximately~~$3 million and $25117 million in ~~Fiscal~~Fiscals 2013 and 2012, respectively. See Note 8, “Debt and isFinancing ~~expected~~Arrangements” in Item 8- “Financial Statements and Supplementary Data” for additional information. On May 31, 2013, subsequent to bethe ~~approximately~~Fiscal 2013 year end, the Company entered into an amendment of the $95175 million inaccounts ~~Fiscal~~receivables ~~2013~~securitization program that extended the term until May 30, 2014. Prior to this amendment, the ~~majority~~Company accounted for transfers of ~~which~~receivables ~~will~~pursuant beto ~~realized~~this program as a ~~reduction~~sale and removed them from the consolidated balance sheet. This amendment results in ~~cost~~the oftransfers ~~products~~no longer qualifying for sale treatment under U.S. GAAP. As a result, all transfers will be accounted for subsequent to this amendment as secured borrowings and the receivables sold pursuant to this program will be included on the balance sheet as trade receivables, along with the Deferred Purchase Price.

InDuring ~~Fiscal 2010,~~ the ~~Company~~second ~~entered~~quarter ~~into a three-year $175 million accounts receivable securitization program. Under the terms~~ of ~~the~~Fiscal ~~agreement~~2013, the Company ~~sells,~~completed on a ~~revolving basis, U.S. trade receivables to a wholly~~tax-~~owned,~~free ~~bankruptcy-remote-subsidiary. This~~reorganization ~~subsidiary then sells all of the rights, title and interest~~ in ~~these~~a ~~receivables,~~foreign ~~all~~jurisdiction of which ~~are~~resulted ~~short-term,~~in to an ~~unaffiliated~~increase ~~entity~~ in ~~return~~the ~~for~~tax ~~cash~~basis ~~consideration~~ of upboth tofixed ~~$175 million~~ and aintangible ~~receivable for the remainder of the purchase price (the "Deferred Purchase Price")~~assets. The ~~cash~~increased ~~consideration~~tax ~~and~~basis ~~the~~resulted ~~carrying~~in ~~amount~~a ~~of receivables removed from the consolidated balance sheets were~~ $~~162~~63 million ~~and~~discrete ~~$29~~tax ~~million~~benefit asfully ofrecognized ~~April 29, 2012 and April 27, 2011, respectively, resulting~~ in anthe ~~increase~~second ofquarter ~~$133 million in cash for sales under this program for Fiscal 2012~~ and ais ~~decrease~~expected into ~~cash~~provide ~~of $55 million for Fiscal 2011. The increase in~~ cash ~~proceeds~~flow ~~related~~benefits toof ~~the~~approximately ~~Deferred Purchase Price was~~ $~~117~~91 million inover ~~Fiscal~~the ~~2012~~next ~~and~~10 ~~was~~years as a ~~decrease~~result ~~in cash~~ of ~~$85 million in Fiscal 2011. See Note 8, “Debt and Financing Arrangements” in Item 8- “Financial Statements and Supplementary Data” for additional information. On June 8, 2012, subsequent to~~ the ~~Fiscal~~tax ~~2012~~deductions ~~year end, the Company entered into an amendment~~ of the ~~$175~~assets ~~million~~over ~~accounts~~their ~~receivables~~amortization ~~securitization program that extended the term until June 7, 2013~~periods.

During the ~~second~~first quarter of Fiscal ~~2012~~2013, a foreign subsidiary of the Company exercised a tax option under local law to revalue certain of its intangible assets, increasing the local tax basis by ~~approximately~~ $~~220~~82 million. This revaluation resulted in a reduction inof ~~Fiscal 2012~~ tax expense, ~~fully recognized~~ in Fiscal ~~2012,~~2013 of $3513 million, reflecting the deferred tax benefit from the higher tax basis partially offset by the ~~current~~ tax liability arising from this revaluation of $3513 million. ~~The~~During the second quarter of Fiscal 2012, a foreign subsidiary ~~paid~~of ~~$10~~the ~~million~~Company also exercised a tax option under local law to revalue certain of its intangible assets, increasing the local tax basis by $35220 million. This ~~during~~revaluation resulted in a reduction in Fiscal 2012 ~~and~~tax ~~will~~expense ~~pay~~of ~~approximately~~ $1435 million inreflecting ~~Fiscal~~the ~~2013~~deferred ~~with~~tax benefit from the ~~remainder~~higher ~~due~~tax ~~during~~basis ~~Fiscal~~partially ~~2014~~offset by the tax liability arising from this revaluation of $35 million. The tax benefit from the higher basis amortization of both revaluations above will result in a reduction in cash taxes over the ~~five~~20 year tax amortization period ~~totaling~~of approximately $6995 million. Also, ~~partially~~as ~~offset~~a byresult of these taxable revaluations, the subsidiary made tax payments of $3518 million ~~aforementioned~~and ~~tax~~$10 million during the fiscal years ended April 28, 2013 and April 29, 2012, respectively, and is expected to make additional payments of approximately $16 million and $4 million during Fiscals 2014 and 2015, respectively.

Cash used for investing activities totaled $~~402~~373 million compared to $~~950~~402 million ~~of cash~~ last year. Capital expenditures totaled $~~419~~399 million (3.64% of sales) compared to $~~336~~419 million (3.16% of sales) in the prior year, which is in-line with planned levels. Higher capital spending reflects increased investments in Project Keystone, capacity projects in emerging markets and productivity initiatives. The Company expects capital spending as a percentage of sales to be approximately 4% in Fiscal 2013. Proceeds from disposals of property, plant and equipment were $1019 million in the current year compared to $1310 million in the prior year. The ~~current year~~ increase inis ~~restricted cash of $39 million~~ primarily ~~represents~~due ~~collateral that the Company is required~~ to ~~maintain~~cash inreceived ~~connection~~for ~~with~~the asale ~~total rate~~ of ~~return~~land ~~swap~~in ~~entered~~Indonesia ~~into~~in ~~during~~ the ~~third~~current ~~quarter of Fiscal 2012~~year. ~~(See~~Proceeds ~~Note~~from ~~13,~~divestitures ~~"Derivative~~were ~~Financial~~$17 ~~Instruments~~million ~~and~~in ~~Hedging~~the ~~Activities"~~current inyear ~~Item 8-~~compared ~~“Financial~~to ~~Statements~~$4 ~~and~~million ~~Supplementary~~in ~~Data”~~the ~~for~~prior ~~addition information~~year.) The ~~prior~~current year ~~increase~~decrease in restricted cash ofwas $54 million ~~relates~~compared to ~~restricted~~an ~~funds~~increase in ~~our~~restricted ~~Foodstar~~cash ~~business in China. Cash received for the sale~~ of ~~short-term investments in Brazil in the current year was~~ $5739 million~~. Cash~~ ~~paid for acquisitions~~ in the ~~current~~prior year, ~~totaled~~which $3primarily ~~million~~represented ~~compared~~collateral tothat ~~$618 million in~~ the ~~prior year primarily related to Coniexpress in Brazil and Foodstar in China.~~

Coniexpress is a leading Brazilian manufacturer of the Quero® brand of tomato-based sauces, tomato paste, ketchup, condiments and vegetables. The Quero® brand holds number one or number two positions in tomato product categories in Brazil and the leading position in vegetables. This Fiscal 2011 acquisition included a modern factory that is centrally located in Neropolis and a new distribution center. Based near Sao Paulo, the Quero® business has over 1,800 employees. The Company has the right to exercise a call option at any time requiring the minority partner to sell his 20% equity interest, while the minority partner has the right to exercise a put option requiring the Company to purchase his 20% equity interest (see Note 18, “Commitments and Contingencies” in Item 8- “Financial Statements and Supplementary Data” for additional explanation).

Foodstar is a manufacturer of soy sauces and fermented bean curd in China. The acquisition of Foodstar in Fiscal 2011 included a contingent earn-out payment in Fiscal 2014 based upon certain net sales and EBITDA (earnings before interest, taxes, depreciation and amortization) targets during Fiscals 2013 and 2014. In accordance with accounting principles generally accepted

in the United States of America, a liability of $45 million was recognized as an estimate of the acquisition date fair value of the earn-out and is included in the Other non-current liabilities line item of our consolidated balance sheets as of April 29, 2012 and April 27, 2011. Any change in the fair value of the earn-out subsequent to the acquisition date, including an increase resulting from the passage of time, is and will be recognized in earnings in the period of the estimated fair value change. As of April 29, 2012, there was no significant change to the fair value of the earn-out recorded for Foodstar at the acquisition date. A change in fair value of the earn-out could have a material impact on the Company’s earnings in the period of the change in estimate. The fair value of the earn-out was estimated using a discounted cash flow model. This fair value measurement is based on significant inputs not observed in the market and thus represents a Level 3 measurement. (See Note 11, “Fair Value Measurements” in Item 8- “Financial Statements and Supplementary Data” for the definition of a Level 3 instrument.) Key assumptions in determining the fair value of the earn-out include the discount rate and revenue and EBITDA projections for Fiscals 2013 and 2014.

Cash used for financing activities totaled $363 million compared to $483 million last year.

• Proceeds from long-term debt were $1.91 billion in the current year and $230 million in the prior year. During the fourth quarter of Fiscal 2012, the Company issued $300 million 1.50% Notes due 2017 and $300 million 2.85% Notes due 2022. During the second quarter of Fiscal 2012, the Company issued $300 million 2.00% Notes due 2016 and $400 million 3.125% Notes due 2021. During the first quarter of Fiscal 2012, the Company issued $500 million of private placement notes at an average interest rate of 3.48% with maturities of three, five, seven and ten years. Additionally, during the first quarter of Fiscal 2012, the Company issued $100 million of private placement notes at an average interest rate of 3.38% with maturities of five and seven years. The prior year proceeds relate to a variable rate, three-year 16 billion Japanese yen denominated credit agreement entered into in the third quarter of Fiscal 2011which was swapped to $193 million and the interest rate was fixed at 2.66%.

• The current year proceeds discussed above were used for the repayment of commercial paper and to pay off the Company's $750 million of notes which matured on July 15, 2011 and $600 million notes which matured on March 15, 2012. Overall, payments on long-term debt were $1.44 billion in the current year compared to $46 million in the prior year. The prior year proceeds discussed above were used in the funding of the Foodstar acquisition and for general corporate purposes.

• Net payments on commercial paper and short-term debt were $43 million this year compared to $193 million in the prior year.

• Cash payments for treasury stock purchases, net of cash from option exercises, used $119 million of cash in the current year as the Company purchased 3.9 million shares of stock at a total cost of $202 million, in-line with its strategy to hold fully diluted shares outstanding flat. Cash proceeds from option exercises, net of treasury stock purchases, provided $85 million of cash in the prior year. During Fiscal 2011, the Company purchased 1.4 million shares of stock at a total cost of $70 million.

• Dividend payments totaled $619 million this year, compared to $580 million for the same period last year, reflecting an increase in the annualized dividend per common share to $1.92.

• During the second quarter of Fiscal 2012, the Company acquired an additional 10% interest in P.T. Heinz ABC Indonesia for $55 million. P.T. Heinz ABC Indonesia is an Indonesian subsidiary of the Company that manufacturers Asian sauces and condiments as well as juices and syrups. Prior to the transaction, the Company owned 65% of this business. During Fiscal 2011, $6 million of cash was paid for the purchase of the remaining 21% interest in Heinz UFE Ltd., a Chinese subsidiary of the Company that manufactures infant feeding products.

During the first quarter of Fiscal 2012, the Company modified its $1.2 billion credit agreement to increase the available borrowings under the facility to $1.5 billion as well as to extend its maturity date from April 2012 to June 2016. The $1.5 billion credit agreement supports the Company's commercial paper borrowings. As a result, the commercial paper borrowings, if any, are classified as long-term debt based upon the Company's intent and ability to refinance these borrowings on a long-term basis. The Company has historically maintained a commercial paper program that is used to fund operations in the U.S., principally within fiscal quarters. There were no commercial paper borrowings outstanding at April 29, 2012. The Company's average commercial paper borrowings during the fourth quarter of Fiscal 2012 was approximately $700 million and the maximum amount of commercial paper borrowings outstanding during the fourth quarter of Fiscal 2012 was $880 million. The Company's commercial paper maturities are funded principally through new issuances and are repaid by quarter-end using cash from operations and overseas cash which is available for use in the U.S. on a short-term basis without being subject to U.S. tax. In addition, the Company has $500 million of foreign lines of credit available at April 29, 2012. Certain of the Company's debt agreements contain customary covenants, including a leverage ratio covenant. The Company was in compliance with all of its debt covenants as of April 29, 2012. In anticipation of these Fiscal 2012 modifications above, the Company terminated a $500 million credit agreement during April 2011.

On August 6, 2009, H.J. Heinz Finance Company ("HFC") issued $681 million of 7.125% notes due 2039, and paid $218 million of cash, in exchange for $681 million of its outstanding dealer remarketable securities ("DRS") due December 1, 2020. In addition, HFC terminated a portion of the remarketing option by paying the remarketing agent a cash payment of $89 million. The exchange transaction was accounted for as a modification of debt. Accordingly, cash payments used in the exchange, including the payment to the remarketing agent, were accounted for as a reduction in the book value of the debt, and are being amortized to interest expense under the effective yield method. Additionally, the Company terminated its $175 million notional total rate of return swap in August 2009 in connection with the DRS exchange transaction. (See Note 13, “Derivative Financial Instruments and Hedging Activities” in Item 8-“Financial Statements and Supplementary Data” for additional information.)

On December 1, 2011, the Company remarketed the remaining $119 million remarketable securities. The next remarketing is scheduled for December 1, 2014. If these securities are not remarketed, then the Company is required to repurchase all of the remaining securities at 100% of the principal amount plus accrued interest. If the Company purchases or otherwise acquires these securities from the holders, the Company is required to pay to the holder of the remaining remarketing option the option settlement amount. This value fluctuates based on market conditions. Also on December 1, 2011, the Company entered into a three year total rate of return swap with a notional amount of $119 million. The swap has not been designated as a hedge, but will have the economic impact of reducing a portion of the interest cost related to the remarketable securities. (See Note 13, “Derivative Financial Instruments and Hedging Activities” in Item 8- “Financial Statements and Supplementary Data” for additional information.)

At April 29, 2012, the Company had total debt of $5.03 billion (including $128 million relating to the hedge accounting adjustments) and cash and cash equivalents of $1.33 billion. Total debt balances have increased since prior year end due to the items discussed above.

At April 29, 2012, approximately $1.2 billion of cash and short-term investments was held by international subsidiaries whose undistributed earnings are considered permanently reinvested. Our intent is to reinvest these funds in our international operations and our current plans do not demonstrate a need to repatriate them to fund our U.S. operations. If we decide at a later date to repatriate these funds to the U.S., the Company would be required to provide taxes on these amounts based on the applicable U.S. tax rates net of credits for foreign taxes already paid.

After-tax return on invested capital (“ROIC”) is calculated by taking net income attributable to H.J. Heinz Company, plus net interest expense net of tax, divided by average invested capital. Average invested capital is a five-point quarterly average of debt plus total H.J. Heinz Company shareholders’ equity less cash and cash equivalents, short-term investments, restricted cash, and the hedge accounting adjustments. ROIC was 16.8% in Fiscal 2012, 19.3% in Fiscal 2011, and 17.8% in Fiscal 2010. Fiscal 2012 ROIC was unfavorably impacted by 240 basis points from charges for productivity initiatives and Fiscal 2012 and 2011 ROIC was unfavorably impacted by 120 and 60 basis points, respectively, as a result of the Quero and Foodstar acquisitions. Therefore, excluding these impacts, ROIC would have improved 50 basis points in Fiscal 2012 compared to 2011 which is largely due to higher earnings excluding charges for productivity initiatives in Fiscal 2012 compared to 2011. The increase in ROIC in Fiscal 2011 compared to Fiscal 2010 is largely due to higher earnings and reduced debt levels partially offset by higher equity reflecting the impact of cumulative translation adjustments. Fiscal 2010 ROIC was negatively impacted by 90 basis points for the losses on discontinued operations.

The Company will continue to monitor the credit markets to determine the appropriate mix of long-term debt and short-term debt going forward. The Company believes that its strong operating cash flow, existing cash balances, together with the credit facilities and other available capital market financing, will be adequate to meet the Company’s cash requirements for operations, including capital spending, dividends to shareholders, debt maturities, acquisitions and share repurchases. While the Company is confident that its needs can be financed, there can be no assurance that increased volatility and disruption in the global capital and credit markets will not impair its ability to access these markets on commercially acceptable terms.

On May 24, 2012, the Company announced that its Board of Directors approved a 7.3% increase in the quarterly dividend on common stock from 48 cents to 51.5 cents, an annual indicative rate of $2.06 per share for Fiscal 2013, effective with the July 2012 dividend payment. Fiscal 2013 dividend payments are expected to be approximately $664 million.

Company was required to maintain in connection with a total rate of return swap entered into during the third quarter of Fiscal 2012 (see Note 13, "Derivative Financial Instruments and Hedging Activities" in Item 8- “Financial Statements and Supplementary Data” for addition information). Cash received for the sale of short-term investments in Brazil in the prior year was $57 million.

Cash provided by financing activities totaled $257 million compared to cash used of $363 million last year.

•

Proceeds from long-term debt were $205 million in the current year and $1.91 billion in the prior year. During the first quarter of Fiscal 2013, the Company entered into a new variable rate three year 15 billion Japanese yen denominated credit agreement. The proceeds were swapped to 188.5 million U.S. dollars and the interest rate was fixed at 2.22%. During the fourth quarter of Fiscal 2012, the Company issued $300 million 1.50% Notes due 2017 and $300 million 2.85% Notes due 2022. During the second quarter of Fiscal 2012, the Company issued $300 million 2.00% Notes due 2016 and $400 million 3.125% Notes due 2021. During the first quarter of Fiscal 2012, the Company issued $500 million of private placement notes at an average interest rate of 3.48% with maturities of three, five, seven and ten years. Additionally, during the first quarter of Fiscal 2012, the Company issued $100 million of private placement notes at an average interest rate of 3.38% with maturities of five and seven years.

•

The current year proceeds from debt issuances were used to terminate a variable rate three year 15 billion Japanese yen denominated credit agreement that was due October 2012, and settle the associated swap, which had an immaterial impact to the Company's consolidated statement of income. Overall, payments on long-term debt were $224 million in the current year compared to $1.44 billion in the prior year. The prior year proceeds from debt issuances were used for the repayment of commercial paper and to pay off the Company's $750 million of notes which matured on July 15, 2011 and $600 million notes which matured on March 15, 2012.


•	Net proceeds on commercial paper and short-term debt were $1.09 billion this year compared to net payments of $43 million in the prior year. See below for further discussion of a short-term credit agreement entered into in April 2013.

•

Cash payments for treasury stock purchases, net of cash from option exercises, used $26 million of cash in the current year compared to $119 million in the prior year. The Company repurchased 2.4 million shares of stock at a total cost of $139 million, in the current year and 3.9 million shares of stock at a total cost of $202 million in the prior year. Under the terms of the Merger Agreement, the Company suspended its share repurchase program from February 13, 2013 through the closing of the acquisition on June 7, 2013.

•

Dividend payments totaled $666 million this year, compared to $619 million for the same period last year, reflecting an increase in the annualized dividend per common share to $2.06. Until the effective time of the merger, the Merger Agreement permitted the Company to continue to declare and pay regular quarterly cash dividends not to exceed $0.515 per share of common stock with record dates and payment dates that were substantially consistent with the Company's past practice. The Merger Agreement did not permit the Company to pay a prorated dividend for the quarter in which the merger was completed.

•

During the first quarter of Fiscal 2013, the Company acquired an additional 15% interest in Coniexpress S.A. Industrias Alimenticias ("Coniexpress") for $80 million. Prior to the transaction, the Company owned 80% of this business. During the second quarter of Fiscal 2012, the Company acquired an additional 10% interest in P.T. Heinz ABC Indonesia for $55 million. P.T. Heinz ABC Indonesia is a subsidiary of the Company that manufacturers Asian sauces and condiments as well as juices and syrups. Prior to the transaction, the Company owned 65% of this business.

At April 28, 2013, the Company had total debt of $6.01 billion (including $122 million relating to the hedge accounting adjustments) and cash and cash equivalents of $2.48 billion. Total debt balances have increased since prior year end due to the items discussed above.

At April 28, 2013, the Company had a $1.5 billion credit agreement which was scheduled to expire in June 2016. This credit agreement supported the Company's commercial paper borrowings. In April 2013, the Company entered into a new $1.5 billion 1.28% credit agreement under which it borrowed $1.1 billion primarily to pay off all of the outstanding commercial paper. Both credit agreements were terminated on June 7, 2013 in conjunction with the closing of the Merger Agreement. The Company has historically maintained a commercial paper program that was used to fund operations in the U.S., principally within fiscal quarters. The Company's average commercial paper borrowings during the fourth quarter of Fiscal 2013 was approximately $1.01 billion and the maximum amount of commercial paper borrowings outstanding during the fourth quarter of Fiscal 2013 was $1.34 billion. Historically, the Company's commercial paper maturities were funded principally through new issuances and were repaid by quarter-end using cash from operations and overseas cash which was available for use in the U.S. on a short-term basis without being subject to U.S. tax. In addition, the Company has $438 million of foreign lines of credit available at April 28, 2013. Certain of the Company's debt agreements contain customary covenants, including a leverage ratio covenant. The Company was in compliance with all of its debt covenants as of April 28, 2013.

In connection with the closing of the Merger, Merger Subsidiary obtained the following:


•	$9.5 billion in senior secured term loans, with tranches of 6 and 7 year maturities and fluctuating interest rates based on, at the Company's election, base rate or LIBOR plus a spread on each of the tranches, with respective spreads ranging from 125-150 basis points for base rate loans with a 2% base rate floor and 225-250 basis points for LIBOR loans with a 1% LIBOR floor, and


•	$2.0 billion senior secured revolving credit facility with a 5 year maturity and a fluctuating interest rate bsed on, at the Company's election, base rate or LIBOR, with respective spreads ranging from 50-100 basis points for base rate loans and 150-200 basis points for LIBOR loans, on which nothing is currently drawn.

When the Merger was consummated, such indebtedness was assumed by the Company, substantially increasing the Company's overall level of debt.

On April 1, 2013, in connection with the Merger, Merger Subsidiary completed the private placement of $3.1 billion aggregate principal amount of Notes to initial purchasers for resale by the Initial Purchasers to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States under Regulation S of the Securities Act. The Notes were issued pursuant to the Indenture, dated as of April 1, 2013, by and among Merger Subsidiary, Hawk Acquisition Intermediate Corporation II and the Trustee and Collateral Agent On June 7, 2013, the Company, certain of its direct and indirect wholly owned domestic subsidiaries, the Trustee and the Collateral Agent entered into the Indenture Supplemental pursuant to which the Company assumed all of the obligations of Merger Subsidiary as issuer of the Notes. The Notes mature in 2020 and are required, within one year of consummation of the Merger Agreement, to be exchanged for notes registered with the SEC. In addition, in connection with the Merger, Parent issued to Berkshire Hathaway 80,000 shares of its 9% Cumulative Perpetual Series A Preferred Stock for $8 billion.

A substantial portion of the Company's indebtedness outstanding prior to the Merger was subject to acceleration upon a change of control or required the Company to offer holders the option to repurchase such indebtedness from such holders (assuming such change of control triggers certain downgrades in the ratings of the Company's debt). Certain of the Company's outstanding indebtedness as of April 28, 2013 that was not subject to acceleration upon a change of control and that either does not contain change of control repurchase obligations or where the holders did not elect to have such indebtedness repurchased in a change of control offer remained outstanding following completion of the Merger.

At April 28, 2013, approximately $2.3 billion of cash and short-term investments were held by international subsidiaries whose undistributed earnings are considered permanently reinvested. Our intent is to reinvest these funds in our international operations and our current plans do not demonstrate a need to repatriate them to fund our U.S. operations. If we decide at a later date to repatriate these funds to the U.S., the Company would be required to provide taxes on these amounts based on the applicable U.S. tax rates net of credits for foreign taxes already paid.

After-tax return on invested capital (“ROIC”) is calculated by taking net income attributable to H.J. Heinz Company, plus net interest expense net of tax, divided by average invested capital. Average invested capital is a five-point quarterly average of debt plus total H.J. Heinz Company shareholders’ equity less cash and cash equivalents, short-term investments, restricted cash, and the hedge accounting adjustments. ROIC was 18.9% in Fiscal 2013, 16.8% in Fiscal 2012, and 19.3% in Fiscal 2011. The increase in ROIC in Fiscal 2013 versus Fiscal 2012 was due to a 240 basis point unfavorable impact to Fiscal 2012 ROIC from charges for productivity initiatives, a 120 basis point unfavorable impact to Fiscal 2012 ROIC from the Quero and Foodstar acquisitions, and higher earnings excluding special items and charges for productivity initiatives in Fiscal 2013 compared to 2012, partially offset by a 130 basis point unfavorable impact to Fiscal 2013 ROIC from charges for special items as previously discussed and a 110 basis point unfavorable impact to Fiscal 2013 ROIC for losses on discontinued operations. The decrease in ROIC in Fiscal 2012 versus Fiscal 2011 was due to a 240 basis point unfavorable impact to Fiscal 2012 ROIC from charges for productivity initiatives and a 180 basis point unfavorable impact to Fiscal 2012 ROIC from the Quero and Foodstar acquisitions, partially offset by higher earnings excluding charges for productivity initiatives in Fiscal 2012 compared to 2011.

Contractual Obligations and Other Commitments

Contractual Obligations

The Company is obligated to make future payments under various contracts such as debt agreements, lease agreements and unconditional purchase obligations. In addition, the Company 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. Certain purchase obligations contain variable pricing components, and, as a result, actual cash payments are expected to fluctuate based on changes in these variable components. Due to the proprietary nature of some of the Company’s materials and processes, certain supply contracts contain penalty provisions for early terminations. The Company ~~does not believe that a material amount of penalties is reasonably likely to be incurred under these contracts based upon historical experience and current expectations.~~

~~The~~ ~~following table represents the contractual obligations of the Company as of April 29, 2012.~~22

	Fiscal Year
	2013		2014-2015		2016-2017		2018Forward		Total
	(In thousands)
Long Term Debt(1)	$	436,210	$	1,490,363	$	1,081,656	$	5,529,263	$	8,537,492
Capital Lease Obligations	9,208		19,463		19,522		17,707		65,900
Operating Leases	96,385		137,253		86,009		172,877		492,524
Purchase Obligations	985,678		676,159		92,989		28,013		1,782,839
Other Long Term Liabilities Recorded on the Balance Sheet	150,650		398,228		304,661		316,651		1,170,190
Total	$	1,678,131	$	2,721,466	$	1,584,837	$	6,064,511	$	12,048,945

does not believe that a material amount of penalties is reasonably likely to be incurred under these contracts based upon historical experience and current expectations.

The following table represents the contractual obligations of the Company as of April 28, 2013.



	Fiscal Year
	2014		2015-2016		2017-2018		2019 Forward		Total
	(In thousands)
Long Term Debt⁽¹⁾	$	2,325,234	$	555,607	$	1,068,135	$	5,338,616	$	9,287,592
Capital Lease Obligations	14,820		12,103		20,580		10,321		57,824
Operating Leases	242,638		135,220		102,549		196,162		676,569
Purchase Obligations	1,074,725		511,331		160,616		232,893		1,979,565
Other Long Term Liabilities Recorded on the Balance Sheet	167,421		305,928		211,915		274,713		959,977
Total	$	3,824,838	$	1,520,189	$	1,563,795	$	6,052,705	$	12,961,527


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

Other long-term liabilities primarily consist of certain specific incentive compensation arrangements and pension and postretirement benefit commitments. Long-term liabilities related to income taxes and insurance accruals included on the consolidated balance sheet are excluded from the table above as the Company is unable to estimate the timing of the payments for these items.

At April 2928, ~~2012~~2013, the total amount of gross unrecognized tax benefits for uncertain tax positions, including an accrual of related interest and penalties along with positions only impacting the timing of tax benefits, was approximately $8152 million. The timing of payments will depend on the progress of examinations with tax authorities. The Company does not expect a significant tax payment related to these obligations within the next year. The Company is unable to make a reasonably reliable estimate as to when any significant cash settlements with taxing authorities may occur.

Off-Balance Sheet Arrangements and Other Commitments

The Company does not have guarantees or other off-balance sheet financing arrangements that we believe are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources. In addition, the Company does not have any related party transactions that materially affect the results of operations, cash flow or financial condition.

As of April 2928, ~~2012~~2013, the Company was a party to two operating leases for buildings and equipment, one of which also includes land, under which the Company has guaranteed supplemental payment obligations of approximately $~~134~~150 million at the termination of these leases. ~~The~~On ~~Company~~June ~~believes~~3, ~~based~~2013, onthe ~~current~~Company ~~facts~~paid $88.7 million to buy-out one of these leases and ~~circumstances~~recorded them within Property, ~~that~~plant ~~any~~and ~~payment~~equipment ~~pursuant~~on tothe ~~these~~balance ~~guarantees~~sheet isas ~~remote~~of that date.

The Company acted as servicer for $~~162~~159 million and $29162 million of U.S. trade receivables sold through an accounts receivable securitization program that are not recognized on the balance sheet as of April 2928, ~~2012~~2013 and April 2729, ~~2011~~2012, respectively. In addition, the Company acted as servicer for approximately $~~206~~184 million and $~~146~~206 million of trade receivables which were sold to unrelated third parties without recourse as of April 2928, ~~2012~~2013 and April 2729, ~~2011~~2012, respectively. On May 31, 2013, subsequent to the Fiscal 2013 year end, the Company entered into an amendment of the $175 million accounts receivables securitization program that extended the term until May 30, 2014. Prior to this amendment, the Company accounted for transfers of receivables pursuant to this program as a sale and removed them from the consolidated balance sheet. This amendment results in the transfers no longer qualifying for sale treatment under U.S. GAAP. As a result, all transfers will be accounted for subsequent to this amendment as secured borrowings and the receivables sold pursuant to this program will be included on the balance sheet as trade receivables, along with the Deferred Purchase Price.

No significant credit guarantees existed between the Company and third parties as of April 2928, ~~2012~~2013.

Market Risk Factors

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

Foreign Exchange Rate Sensitivity: The Company’s cash flow and earnings are subject to fluctuations due to exchange rate variation. Foreign currency risk exists by nature of the Company’s global operations. The Company manufactures and sells its products on six continents around the world, and hence foreign currency risk is diversified.

The Company may attempt to limit its exposure to changing foreign exchange rates through both operational and financial market actions. These actions may include entering into forward contracts, option contracts, or cross currency swaps to hedge existing exposures, firm commitments and forecasted transactions. The instruments are used to reduce risk by essentially creating offsetting currency exposures.

The following table presents information related to foreign currency contracts held by the Company:

Aggregate Notional Amount

Net Unrealized Gains/(Losses)

April 29, 2012

April 27, 2011

April 29, 2012

April 27, 2011

April 28, 2013

April 29, 2012

April 28, 2013

April 29, 2012

(In millions)

Purpose of Hedge:

Intercompany cash flows

~~1,090~~402

1,~~031~~090

13(3

)

2913

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

~~578~~422

~~726~~578

(521

)

(325

)

Forecasted sales and foreign currency denominated assets

~~245~~49

~~104~~245

911

129

~~1,913~~873

1,~~861~~913

1729

917

As of April 2928, ~~2012~~2013, the Company’s foreign currency contracts mature within ~~three~~two years. Contracts that meet qualifying criteria are accounted for as either foreign currency cash flow hedges, fair value hedges or net investment hedges of foreign operations. Any gains and losses related to contracts that do not qualify for hedge accounting are recorded in current period earnings in other income and expense.

Substantially all of the Company’s foreign business units’ financial instruments are denominated in their respective functional currencies. Accordingly, exposure to exchange risk on foreign currency financial instruments is not material. (See Note 13, “Derivative Financial Instruments and Hedging Activities” in Item 8—“Financial Statements and Supplementary Data.”)

Interest Rate Sensitivity: The Company 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 the Company’s long-term and short-term debt can be expected to vary as a result of future business requirements, market conditions and other factors. The Company’s debt obligations totaled $56.0301 billion (including $~~128~~122 million relating to hedge accounting adjustments) and $45.6103 billion (including $~~151~~128 million relating to hedge accounting adjustments) at April 2928, ~~2012~~2013 and April 2729, ~~2011~~2012, respectively. The Company’s debt obligations are summarized in Note 8, “Debt and Financing Arrangements” in Item 8—“Financial Statements and Supplementary Data.”

In order to manage interest rate exposure, the Company utilizes interest rate swaps 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 2928, ~~2012~~2013, a variance of 1/8% in the related interest rate would cause annual interest expense related to this debt to change by approximately $0.2 million. The following table presents additional information related to interest rate contracts designated as fair value hedges by the Company:

	April 29, 2012			April 27, 2011
	April 28, 2013			April 29, 2012
	(Dollars in millions)
Pay floating swaps—notional amount	$	160		$	~~1,510~~160
Net unrealized gains	$	3633		$	5536
Weighted average maturity (years)	87.2			18.42
Weighted average receive rate	65.0987		%	6.3009		%
Weighted average pay rate	1.5748		%	1.3257		%

22The Company entered into a three-year total rate of return swap with an unaffiliated international financial institution during the third quarter of Fiscal 2012 with a notional amount of $119 million. This instrument is being used as an economic hedge to reduce the interest cost related to the Company's $119 million remarketable securities. The swap is being accounted for on a full mark-to-market basis through current earnings, with gains and losses recorded as a component of interest income. During the fiscal year ended April 28, 2013, the Company recorded a $1.8 million reduction in interest income, representing

~~The~~ Company entered into a three-year total rate of return swap with an unaffiliated international financial institution during the third quarter of Fiscal 2012 with a notional amount of $119 million. This instrument is being used as an economic hedge to reduce the interest cost related to the Company's $119 million remarketable securities. The swap is being accounted for on a full mark-to-market basis through current earnings, with gains and losses recorded as a component of interest income. During the fiscal year ended April 29, 2012, the Company recorded a $0.1 million reduction in interest income, representing changes in the fair value of the swap and interest earned on the arrangement. Net unrealized gains totaled $0.2 million as of April 29, 2012. In connection with this swap, the Company is required to maintain a restricted cash collateral balance of $34 million with the counterparty for the term of the swap. See Note 13, “Derivative Financial Instruments and Hedging Activities” in Item 8-“Financial Statements and Supplementary Data” for additional information. 24

~~The~~changes ~~Company~~in ~~had~~the ~~outstanding~~fair ~~cross-currency~~value ~~interest~~of ~~rate~~the ~~swaps~~swap ~~with~~and ainterest ~~total~~earned ~~notional~~on ~~amount~~the ofarrangement. Net ~~$386~~unrealized ~~million~~losses ~~and~~totaled $~~377~~1.0 million as of April 2928, ~~2012~~2013. ~~and~~In ~~April 27,~~connection ~~2011,~~with ~~respectively~~this swap, ~~which~~the ~~were~~Company ~~designated~~is asrequired ~~cash~~to ~~flow~~maintain ~~hedges~~a ofrestricted ~~the~~cash ~~future~~collateral ~~payments~~balance of ~~loan~~$34 ~~principal~~million ~~and interest associated~~ with ~~certain~~the ~~foreign~~counterparty ~~denominated~~for ~~variable~~the ~~rate~~term ~~debt~~of ~~obligations~~the swap. See ~~Net~~Note 13, ~~unrealized~~“Derivative ~~gains~~Financial ~~related~~Instruments ~~to these swaps totaled $20 million~~ and $9Hedging ~~million~~Activities” asin ofItem ~~April 29,~~8-“Financial ~~2012~~Statements and ~~April 27,~~Supplementary ~~2011,~~Data” ~~respectively.~~for ~~These~~additional ~~contracts are scheduled to mature in Fiscal 2013 and 2014~~information.

~~Effect~~The Company had outstanding cross-currency interest rate swaps with a total notional amount of ~~Hypothetical~~$316 ~~10%~~million ~~Fluctuation~~and in$386 ~~Market~~million ~~Prices: As~~as of April 28, 2013 and April 29, 2012, ~~the~~respectively, ~~potential~~which ~~gain~~were ordesignated ~~loss~~as incash flow hedges of the ~~fair~~future ~~value~~payments of ~~the~~loan ~~Company’s~~principal ~~outstanding~~and interest associated with certain foreign ~~currency~~denominated ~~contracts,~~variable ~~interest~~rate debt obligations. As a result of exchange rate ~~contracts~~movement between the Japanese Yen and the U.S. Dollar throughout the fiscal year, net losses of $70.1 million on the cross-currency ~~interest~~derivatives ~~rate~~were ~~swaps~~reclassified ~~assuming~~from aother ~~hypothetical~~comprehensive ~~10%~~loss ~~fluctuation~~to inother expense, net during Fiscal 2013. This net loss on the derivative was offset by a currency gain on the principal balance of the underlying debt obligation. Net unrealized (losses)/gains related to these swaps totaled $(72) million and ~~swap~~$20 ~~rates~~million ~~would~~as beof ~~approximately:~~April 28, 2013 and April 29, 2012, respectively. These contracts are scheduled to mature in Fiscal 2014 and 2016.

	Fair Value Effect
	(In millions)
Foreign currency contracts	$	145
Interest rate swap contracts	$	3
Cross-currency interest rate swaps	$	40

Effect of Hypothetical 10% Fluctuation in Market Prices: As of April 28, 2013, the potential gain or loss in the fair value of the Company’s outstanding foreign currency contracts, interest rate contracts and cross-currency interest rate swaps assuming a hypothetical 10% fluctuation in currency and swap rates would be approximately:



	Fair Value Effect
	(In millions)
Foreign currency contracts	$	32
Interest rate swap contracts	$	3
Cross-currency interest rate swaps	$	32

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.

Venezuela- Foreign Currency and Inflation

The Company applies highly inflationary accounting to its business in Venezuela. Under highly inflationary accounting, the financial statements of our Venezuelan subsidiary are remeasured into the Company's reporting currency (U.S. dollars) and exchange gains and losses from the remeasurement of monetary assets and liabilities are reflected in current earnings, rather than accumulated other comprehensive loss on the balance sheet, until such time as the economy is no longer considered highly inflationary. The impact of applying highly inflationary accounting for Venezuela on our consolidated financial statements is dependent upon movements in the official exchange rate between the Venezuelan bolivar fuerte and the U.S. dollar and the amount of net monetary assets and liabilities included in our subsidiary's balance sheet~~, which was $100 million at April 29, 2012~~.

~~The~~On February 8, 2013, the Venezuelan government ~~recently~~ announced ~~that~~the itdevaluation ~~will~~of beits ~~instituting~~currency ~~price~~relative ~~controls~~to onthe aU.S. ~~number~~dollar, ofchanging ~~food~~the ~~and~~official ~~personal~~exchange ~~care~~rate ~~products~~from ~~sold~~4.30 into 6.30. As a result, the ~~country. Such~~Company ~~controls~~recorded ~~could~~a ~~impact~~$43 million pre-tax currency translation loss, which was reflected within other expense, net, on the ~~products~~consolidated ~~that~~statement of income during the ~~Company~~fourth ~~currently~~quarter ~~sells~~of ~~within~~Fiscal ~~this~~2013 ~~country~~($39 million after-tax loss). In ~~Fiscal~~The ~~2012~~monetary net asset position of our Venezuelan subsidiary was also reduced as a result of the devaluation to $99 million at April 28, ~~sales~~2013. While our future operating results in Venezuela ~~represented~~will ~~less~~be ~~than~~negatively 3%impacted ofby the ~~Company's~~currency ~~total~~devaluation, ~~sales~~we plan to take actions to help mitigate these effects. Accordingly, we do not expect the devaluation to have a material impact on our operating results going forward.

During Fiscal 2012, the Venezuelan government announced that it will be instituting price controls on a number of food and personal care products sold in the country. Such controls have impacted the products that the Company currently sells within this country. In Fiscal 2013, sales in Venezuela represented approximately 3% of the Company's total sales.

Recently Issued Accounting Standards

See Note 2 to the Consolidated Financial Statements in Item 8-“Financial Statements and Supplementary Data” of this Form 10-K.

23 25

Non-GAAP Measures

Included in this report are measures of financial performance that are not defined by generally accepted accounting principles in the United States (“GAAP”). Each of the measures is used in reporting to the Company's executive management and as a component of the Board of Directors' measurement of the Company's performance for incentive compensation purposes. Management and the Board of Directors ~~believe~~believed that these measures ~~provide~~provided useful information to investors, and ~~include~~included these measures in other communications to investors.

For each of these non-GAAP financial measures, a reconciliation of the differences between the non-GAAP measure and the most directly comparable GAAP measure has been provided. In addition, an explanation of why management believes the non-GAAP measure provides useful information to investors and any additional purposes for which management uses the non-GAAP measure are provided below. These non-GAAP measures should be viewed in addition to, and not in lieu of, the comparable GAAP measure.

Results Excluding ~~Charges~~Special ~~for Productivity Initiatives~~ Items

Management believes that this measure provides useful information to investors because it is the profitability measure used to evaluate earnings performance on a comparable year-over-year basis. The adjustments are charges for non-recurring productivity initiatives that, in management's judgment, significantly affect the year-over-year assessment of operating results. See the above “Productivity Initiatives” section for further explanation of these charges and the “Executive Overview” section above for the reconciliation of the Company's results excluding charges for productivity initiatives to the relevant GAAP measure.

Fiscal 2013 Results Excluding Special Items

The special items are charges in Fiscal 2013 related to the following that, in management's judgment, significantly affect the year-over-year assessment of operating results:


•	Transaction-related costs, including legal, accounting and other professional fees, recorded during the fourth quarter of Fiscal 2013 as a result of the Merger. See Note 21, “Subsequent Events” in Item 8- “Financial Statements and Supplementary Data” for further explanation.


•	A charge primarily related to asset write-downs for the closure of a factory in South Africa.


•	A currency translation loss recorded in our Venezuelan business due to a devaluation of its currency relative to the U.S. dollar during the fourth quarter of Fiscal 2013. See Note 20, "Venezuela- Foreign Currency" in Item 8—"Financial Statement and Supplementary Data" for further explanation.


•	A charge for the Company's early settlement of the earn-out payment that was due in Fiscal 2014 related to the Fiscal 2011 acquisition of Foodstar. See Note 11, "Fair Value Measurements" in Item 8—"Financial Statement and Supplementary Data" for further explanation.

The following is the reconciliation of the Company's Fiscal 2013 results excluding these charges to the relevant GAAP measures.



	Fiscal Year Ended
	April 28, 2013
(Continuing Operations)	Sales	Gross Profit	SG&A	Operating Income	Effective Tax Rate		Net Income attributable to H.J. Heinz Company	Diluted EPS
	(Amounts in thousands except per share amounts)
Reported results	$11,528,886	$4,195,470	$2,533,819	$1,661,651	18.0	%	$1,087,615	$3.37
Transaction-related costs	—	—	44,814	44,814	38.1	%	27,752	0.09
Charge for South Africa factory closure	—	3,543	—	3,543	28.0	%	2,550	0.01
Currency translation loss in Venezuela	—	—	—	—	8.4	%	39,132	0.12
Charge for settlement of Foodstar earn-out	—	—	12,081	12,081	—	%	12,081	0.04
Results excluding special items	$11,528,886	$4,199,013	$2,476,924	$1,722,089	18.2	%	$1,169,130	$3.62

(Totals may not add due to rounding)

Fiscal 2012 Results Excluding Charges for Productivity Initiatives

The adjustments were charges in Fiscal 2012 for productivity initiatives that, in management's judgment, significantly affect the year-over-year assessment of operating results. See the above “Fiscal 2012 Productivity Initiatives” section for further explanation of these charges and the following reconciliation of the Company's Fiscal 2012 results excluding charges for productivity initiatives to the relevant GAAP measure.



	Fiscal Year Ended
	April 29, 2012
(Continuing Operations)	Sales	Gross Profit	SG&A	Operating Income	Effective Tax Rate		Net Income attributable to H.J. Heinz Company	Diluted EPS

Reported results	$11,507,572	$3,994,789	$2,492,482	$1,502,307	19.8	%	$974,374	$3.01
Charges for productivity initiatives	—	129,938	75,480	205,418	29.9	%	143,974	0.45
Results excluding charges for productivity initiatives	$11,507,572	$4,124,727	$2,417,002	$1,707,725	21.3	%	$1,118,348	$3.46

Organic Sales Growth

Organic sales growth is a non-GAAP measure that is defined as either volume plus price or total sales growth excluding the impact of foreign exchange and acquisitions and divestitures. This measure is utilized by senior management to provide investors with a more complete understanding of underlying sales trends by providing sales growth on a consistent basis. The limitation of this measure is its exclusion of the impact of foreign exchange and acquisitions and divestitures.

	Organic Sales Growth		+	Foreign Exchange		+	Acquisitions/ Divestitures		=	Total Net Sales Change
FY12 Total Company	3.5	%		1.8	%		3.5	%		8.8	%
FY13 Total Company	3.1	%		(2.5	)%		(0.3	)%		0.2	%
FY12 Total Company	3.6	%		1.8	%		3.6	%		9.0	%
FY13 global ketchup	4.6	%		(1.8	)%		—	%		2.8	%
FY12 global ketchup	8.0	%		0.5	%		1.2	%		9.7	%
FY12 Emerging Markets	16.4	%		(0.4	)%		24.9	%		40.9	%
FY13 Emerging Markets	16.8	%		(7.1	)%		4.5	%	*	14.3	%
FY12 Emerging Markets	17.6	%		(0.6	)%		26.0	%		43.1	%
FY13 Top 15 brands	3.6	%		(2.8	)%		—	%		0.8	%
FY12 Top 15 brands	5.0	%		1.7	%		5.6	%		12.3	%

* Emerging markets sales in Fiscal 2013 now include the markets of Papua New Guinea, South Korea and Singapore. Sales in these markets were included in developed markets sales in the prior year and therefore, were treated as an acquisition variance when comparing current year sales to the prior year for emerging markets.

Operating Free Cash Flow

Operating free cash flow is defined by the Company as cash flow from operations less capital expenditures net of proceeds from disposal of property, plant and equipment. This measure is utilized by senior management and the Board of Directors to gauge the Company's business operating performance, including the progress of management to profitably monetize low return assets. The limitation of operating free cash flow is that it adjusts for cash used for capital expenditures and cash received from disposals of property, plant and equipment, the net of which is no longer available to the Company for other purposes. Management compensates for this limitation by using the GAAP operating cash flow number as well. Operating free cash flow does not represent residual cash flow available for discretionary expenditures and does not provide insight to the entire scope of the historical cash inflows or outflows of the Company's operations that are captured in the other cash flow measures reported in the statement of cash flows.

Total Company (in millions)	2012
Cash provided by operating activities	$	1,493.1
Capital expenditures	(418.7		)
Proceeds from disposals of property, plant and equipment	9.8
Operating Free Cash Flow	$	1,084.2
Cash paid for productivity initiatives	121.9
Operating Free Cash Flow excluding cash paid for productivity initiatives	$	1,206.1



Total Company (in millions)	2013			2012
Cash provided by operating activities	$	1,390.0		$	1,493.1
Capital expenditures	(399.1		)	(418.7		)
Proceeds from disposals of property, plant and equipment	19.0			9.8
Operating Free Cash Flow	$	1,009.9		$	1,084.2
Cash paid for special items/productivity initiatives	45.0			121.9
Operating Free Cash Flow excluding cash paid for special items/productivity initiatives	$	1,054.8		$	1,206.1

(Totals may not add due to rounding)

Discussion of Significant Accounting Estimates

In the ordinary course of business, the Company 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 GAAP. Actual results could differ significantly from those estimates under different assumptions and conditions. The Company believes that the following discussion addresses its most critical accounting policies, which are those that are most important to the portrayal of the Company’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 the Company’s products and are critical to the support of the business. Trade promotion costs include amounts paid to retailers to offer temporary price reductions for the sale of the Company’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 initially recorded 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 evaluations of our outstanding trade promotions, making adjustments where appropriate to reflect changes in estimates. Settlement of these liabilities typically occurs in subsequent periods primarily through an authorization process for deductions taken by a customer from amounts otherwise due to the Company. 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 the Company’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 the Company’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. Expenses 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 monthly evaluations of outstanding coupon accruals that compare 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 actual redemption rates vary from estimated redemption rates.

Long-lived Assets, including Property, Plant and Equipment—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. The Company reviews long-lived assets, including intangibles with finite useful lives, and property, plant and equipment, whenever circumstances change such that the recorded value of an asset, or asset group, may not be recoverable. Factors that may affect recoverability include changes to the planned use of the asset and the closing of facilities. The estimates implicit in a recoverability test require significant judgment on the part of management, and require assumptions that can include: future volume trends and revenue and expense growth rates developed in connection with the Company's internal projections and annual operating plans, and in addition, external factors such as changes in macroeconomic trends. As each is management's best estimate on then available information, resulting estimates may differ from actual cash flows and estimated fair values. When the carrying value of an asset, or asset group, exceeds the future undiscounted cash flows, an impairment is indicated and the asset is written down to its fair value.

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. Indicators such as unexpected adverse economic factors, unanticipated technological change or competitive activities, decline in expected cash flows, lower growth rates, loss of key personnel, and changes in regulation, may signal that an asset has become impaired.

~~All~~ goodwill is assigned to reporting units, which are primarily one level below our operating segments. Goodwill is assigned to the reporting unit that benefits from the cash flows arising from each business combination. The Company performs its impairment tests of goodwill at the reporting unit level. The Company has 19 reporting units globally that have assigned goodwill and are thus required to be evaluated for impairment. The Company tests goodwill for impairment by either performing a qualitative evaluation or a two-step quantitative test. The qualitative evaluation is an assessment of factors to determine whether it is more likely than not that the fair values of a reporting unit is less than its carrying amount, including goodwill. The Company may elect to bypass this qualitative assessment for some or all of its reporting units and perform a two-step quantitative test. 28

All goodwill is assigned to reporting units, which are primarily one level below our operating segments. Goodwill is assigned to the reporting unit that benefits from the cash flows arising from each business combination. The Company's ~~estimates~~performs its impairment tests of ~~fair~~goodwill ~~value~~at ~~when~~the ~~testing~~reporting unit level. The Company has 19 reporting units globally that have assigned goodwill and are thus required to be evaluated for impairment. The Company tests goodwill for impairment by either performing a qualitative evaluation or a two-step quantitative test. The qualitative evaluation is an assessment of ~~both~~factors, including ~~goodwill~~reporting unit specific operating results as well as industry, market and ~~intangible~~general ~~assets~~economic ~~with~~conditions, ~~indefinite~~to ~~lives~~determine whether it is ~~based~~more onlikely than not that the fair values of a ~~discounted~~reporting ~~cash~~unit is ~~flow~~less ~~model~~than its ascarrying ~~management~~amount, ~~believes~~including ~~forecasted~~goodwill. The ~~cash~~Company ~~flows~~may ~~are~~elect ~~the~~to ~~best~~bypass ~~indicator~~this qualitative assessment for some or all of ~~fair~~its reporting units and perform a two-step quantitative test.

25The Company's estimates of fair value when testing for impairment of both goodwill and intangible assets with indefinite lives under the quantitative assessment are based on a discounted cash flow model as management believes forecasted cash flows are the best indicator of fair value. A number of significant assumptions and estimates are involved in the application of the discounted cash flow model, including future volume trends, revenue and expense growth rates, terminal growth rates, weighted-average cost of capital, tax rates, capital spending and working capital changes. The assumptions used in the discounted cash flow models were determined utilizing historical data, current and anticipated market conditions, product category growth rates, management plans, and market comparables. Most of these assumptions vary among the reporting units, but generally, higher assumed growth rates and discount rates were utilized for tests of reporting units for which the principal market is an emerging market compared to those for which the principal market is a developed market. For each of the reporting units tested quantitatively, we used a market-participant, risk-adjusted-weighted-average cost of capital to discount the projected cash flows of those operations or assets. Such discount rates ranged from 7% to 15% in Fiscal 2013. Management believes the assumptions used for the impairment evaluation are consistent with those that would be utilized by market participants performing similar valuations of our reporting units. We validated our fair values for reasonableness by comparing the sum of the fair values for all of our reporting units, including those with no assigned goodwill, to our market capitalization and a reasonable control premium.

~~value.~~During Athe ~~number~~second quarter of ~~significant~~Fiscal ~~assumptions~~2013, ~~and estimates are involved in~~ the ~~application~~Company ofchanged ~~the~~its ~~discounted~~annual ~~cash~~goodwill ~~flow~~impairment ~~model,~~testing ~~including~~date ~~future~~from ~~volume~~the ~~trends,~~fourth ~~revenue~~quarter ~~and~~to ~~expense~~the ~~growth~~third ~~rates,~~quarter ~~terminal growth rates, weighted-average cost~~ of ~~capital,~~each ~~tax~~year. As ~~rates~~such, ~~capital~~the ~~spending~~Company ~~and~~completed ~~working~~its ~~capital~~annual ~~changes.~~review ~~The~~of ~~assumptions~~goodwill ~~used~~during in the ~~discounted~~third ~~cash~~quarter ~~flow~~of ~~models~~Fiscal ~~were~~2013. We ~~determined~~performed ~~utilizing~~a ~~historical~~qualitative ~~data,~~assessment ~~current~~over ~~and~~nine ~~anticipated market conditions, product category growth rates, management plans, and market comparables. Most~~ of ~~these~~the ~~assumptions~~Company's ~~vary~~19 ~~among the~~ reporting units,. ~~but~~The ~~generally,~~results ~~higher~~of ~~assumed~~the ~~growth~~quantitative ~~rates~~tests ~~and~~performed ~~discount rates were utilized~~ for ~~tests~~these ofnine reporting units ~~for~~in ~~which~~prior ~~the~~periods ~~principal~~were ~~market~~considered, isand anthese ~~emerging~~tests ~~market~~each ~~compared~~indicated tothat ~~those for which~~ the ~~principal~~fair ~~market~~values ~~is a developed market. For each~~ of ~~the~~these reporting units ~~tested~~significantly ~~quantitatively,~~exceeded ~~and~~their ~~for~~carrying ~~indefinite-lived intangible assets, we used a market-participant, risk-adjusted-weighted-average cost of capital to discount the projected cash flows of those operations or assets~~amounts. We ~~Such~~concluded ~~discount~~that ~~rates~~there ~~ranged~~were ~~from~~no 7%significant toevents ~~15%~~ in Fiscal ~~2012.~~2013 ~~Management~~which ~~believes~~had ~~the~~a ~~assumptions~~material ~~used~~impact ~~for~~on the ~~impairment evaluation are consistent with those that would be utilized by market participants performing similar valuations of our reporting units. We validated our~~ fair values ~~for reasonableness by comparing the sum~~ of ~~the~~these ~~fair values for all of our~~ reporting units~~, including those with no assigned goodwill, to our market capitalization and a reasonable control premium~~.

~~During~~For the fourth quarter of Fiscal 2012, the Company completed its annual review of goodwill and indefinite-lived intangible assets. No impairments were identified during the Company's annual assessment of goodwill and indefinite-lived intangible assets. We performed a qualitative assessment over 11 of the Company's 19 reporting units~~. Factors~~ ~~considered~~which aswere ~~part~~tested ~~of the qualitative assessment process include reporting unit specific operating results as well as industry~~quantitatively, ~~market and general economic conditions. In addition,~~ the ~~results of the Fiscal 2011 quantitative test performed for these 11 reporting units were considered, and these tests each indicated that the~~ fair values of ~~these~~each reporting ~~units~~unit significantly exceeded their carrying ~~amounts~~values. WeNo ~~concluded~~impairments ~~that~~related ~~there~~to ~~were~~continuing nooperations ~~significant~~were ~~events~~identified induring ~~Fiscal 2012 which had a material impact on~~ the ~~fair~~Company's ~~values~~annual assessment of ~~these reporting units~~goodwill.

~~For~~ Indefinite-lived ~~the~~intangible 8assets ~~reporting~~are ~~units~~tested ~~which~~for ~~were~~impairment ~~tested~~by ~~quantitatively,~~either ~~the~~performing ~~fair~~a ~~values~~qualitative evaluation ofor a ~~each~~quantitative ~~reporting~~calculation ~~unit~~of ~~significantly~~fair ~~exceeded~~value ~~their~~and comparison to carrying ~~values,~~amount. The ~~with~~qualitative ~~the~~evaluation is ~~exception~~an assessment of ~~one~~factors ~~reporting~~including, ~~unit~~but not limited to, ~~where~~changes in management, overall financial performance, and other entity-specific events. The objective of the ~~fair~~qualitative ~~value~~evaluation ~~exceeded~~is to determine whether it is more likely than not that the ~~carrying~~fair value of an ~~its~~indefinite-lived ~~net~~intangible ~~assets~~asset is byless 9%than its carrying amount. The ~~goodwill~~Company ~~associated~~can ~~with~~choose ~~this~~to ~~reporting~~perform ~~unit~~the ~~was~~qualitative ~~$40~~assessment ~~million~~on asnone, some, or all of ~~April 29,~~its ~~2012~~indefinite-lived intangible assets. During the fourth quarter of Fiscal 2013, the Company completed its annual review of indefinite-lived intangible assets. No impairments were identified during the Company's annual assessment of indefinite-lived intangible assets.

Retirement Benefits—The Company sponsors pension and other retirement plans in various forms covering substantially all employees who meet eligibility requirements. Several actuarial and other factors that attempt to anticipate future events are used in calculating the expense and obligations related to the plans. These factors include assumptions about the discount rate, expected return on plan assets, turnover rates and rate of future compensation increases as determined by the Company, within certain guidelines. In addition, the Company uses best estimate assumptions, provided by actuarial consultants, for withdrawal and mortality rates to estimate benefit expense. The financial and actuarial assumptions used by the Company may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates or longer or shorter life spans of participants. These differences may result in a significant impact to the amount of pension expense recorded by the Company.

The Company recognized pension (income)/expense related to defined benefit programs of $25(4) million, $2725 million, and $2527 million for fiscal years ~~2012~~2013, ~~2011~~2012, and ~~2010~~2011, respectively, which reflected expected return on plan assets of $~~235~~251 million, $~~229~~235 million, and $~~211~~229 million, respectively. The Company contributed $2369 million to its pension plans in Fiscal ~~2012~~2013 compared ~~to $22 million in Fiscal 2011 and $540 million in Fiscal 2010. The Company expects to contribute approximately $80 million to its pension plans in Fiscal 2013.~~

~~One~~ of the significant assumptions for pension plan accounting is the expected rate of return on pension plan assets. Over time, the expected rate of return on assets should approximate actual long-term returns. In developing the expected rate of return, the Company considers average real historic returns on asset classes, the investment mix of plan assets, investment manager performance and projected future returns of asset classes developed by respected advisors. When calculating the expected return on plan assets, the Company primarily uses a market-related-value of assets that spreads asset gains and losses (difference between actual return and expected return) uniformly over 3 years. The weighted average expected rate of return on plan assets used to calculate annual expense was 8.2% for the years ended April 29~~, 2012 and April 27, 2011, and 8.1% for the year ended April 28, 2010. For purposes of calculating Fiscal 2013 expense, the weighted average rate of return will be 8.2%.~~

~~Another significant assumption used~~ to ~~value~~$23 ~~benefit~~million ~~plans~~in isFiscal ~~the~~2012 ~~discount rate. The discount rate assumptions used to value pension~~ and ~~postretirement~~$22 ~~benefit~~million ~~obligations reflect the rates available on high quality fixed income investments available (~~in ~~each~~Fiscal ~~country where the Company operates a benefit plan) as of the measurement date~~2011. The Company ~~uses~~expects ~~bond yields of appropriate duration for each country by matching it with the duration of plan liabilities. The weighted average discount rate used~~ to ~~measure~~contribute ~~the~~approximately ~~projected~~$100 ~~benefit~~million ~~obligation for the year ending April 29, 2012 decreased~~ to ~~4.8%~~its ~~from~~pension ~~5.5%~~plans asin ofFiscal ~~April 27, 2011~~2014.

~~Deferred~~One ~~gains~~of ~~and~~the ~~losses~~significant ~~result~~assumptions ~~from~~for ~~actual~~pension ~~experience~~plan ~~differing~~accounting ~~from~~is the expected ~~financial~~rate ~~and~~of ~~actuarial~~return ~~assumptions.~~on ~~The~~ pension ~~plans~~plan ~~currently~~assets. ~~have~~Over atime, ~~deferred~~the ~~loss~~expected ~~amount~~rate of $1return on assets should approximate actual long-term returns.17 ~~billion~~In atdeveloping ~~April 29~~the expected rate of return, ~~2012~~the Company considers average real historic returns on asset classes, the investment mix of plan assets, investment manager performance and projected future returns of asset classes developed by respected advisors. ~~Deferred~~When calculating the expected return on plan assets, the Company primarily uses a market-related-value of assets that spreads asset gains and losses ~~are~~(difference ~~amortized~~between ~~through~~actual ~~the~~return ~~actuarial~~and ~~calculation~~expected ~~into~~return) uniformly over 3 years. The weighted average expected rate of return on plan assets used to calculate annual expense ~~over~~was 8.1% for the ~~estimated~~year ~~average~~ended ~~remaining~~April 28, ~~service~~2013, ~~period~~and was 8.2% for the years ended April 29, 2012 and April 27, 2011. For purposes of ~~plan~~calculating ~~participants~~Fiscal 2014 expense, the weighted average rate of return will be 8.1%.

26Another significant assumption used to value benefit plans is the discount rate. The discount rate assumptions used to value pension and postretirement benefit obligations reflect the rates available on high quality fixed income investments available (in each country where the Company operates a benefit plan) as of the measurement date. The Company uses bond yields of appropriate duration for each country by matching it with the duration of plan liabilities. The weighted average discount rate used to measure the projected benefit obligation for the year ending April 28, 2013 decreased to 4.0% from 4.8% as of April 29, 2012.

Deferred gains and losses result from actual experience differing from expected financial and actuarial assumptions. The pension plans currently have a deferred loss amount of $1.35 billion at April 28, 2013. Deferred gains and losses are amortized through the actuarial calculation into annual expense over the estimated average remaining service period of plan participants, which is currently 10 years. However, if all or almost all of a plan’s participants are inactive, deferred gains and losses are amortized through the actuarial calculation into annual expense over the estimated average remaining life expectancy of the inactive participants.

The Company’s investment policy specifies the type of investment vehicles appropriate for the Plan, asset allocation guidelines, criteria for the selection of investment managers, procedures to monitor overall investment performance as well as investment manager performance. It also provides guidelines enabling Plan fiduciaries to fulfill their responsibilities.

The Company’s defined benefit pension plans’ weighted average actual and target asset allocation at April 2928, ~~2012~~2013 and April 2729, ~~2011~~2012 were as follows:

	Plan Assets at				TargetAllocation at
Asset Category	~~2012~~2013		~~2011~~2012		~~2012~~2013		~~2011~~2012
Equity securities	6162	%	6261	%	5958	%	5859	%
Debt securities	3129	%	3231	%	3233	%	32	%
Real estate	78	%	37	%	8	%	98	%
Other	1	%	31	%	1	%	1	%
	100	%	100	%	100	%	100	%

The Company also provides certain postretirement health care benefits. The postretirement health care benefit expense and obligation are determined using the Company’s assumptions regarding health care cost trend rates. The health care trend rates are developed based on historical cost data, the near-term outlook on health care trends and the likely long-term trends. The postretirement health care benefit obligation at April 2928, ~~2012~~2013 was determined using an average initial health care trend rate of 76.13% which gradually decreases to an average ultimate rate of 4.8% in 57 years. A one percentage point increase in the assumed health care cost trend rate would increase the service and interest cost components of annual expense by $2 million and increase the benefit obligation by $1819 million. A one percentage point decrease in the assumed health care cost trend rates would decrease the service and interest cost by $1 million and decrease the benefit obligation by $1617 million.

The Patient Protection and Affordable Care Act (PPACA) was signed into law on March 23, 2010, and on March 30, 2010, the Health Care and Education Reconciliation Act of 2010 (HCERA) was signed into law, which amends certain aspects of the PPACA. Among other things, the PPACA reduces the tax benefits available to an employer that receives the Medicare Part D subsidy. As a result of the PPACA, the Company was required to recognize in Fiscal 2010 tax expense of $4 million (approximately $0.01 per share) related to reduced deductibility in future periods of the postretirement prescription drug coverage. The PPACA and HCERA will have both immediate and long-term ramifications for many employers, including the Company, that provide retiree health benefits.

Sensitivity of Assumptions

If we assumed a 100 basis point change in the following rates, the Company’s Fiscal ~~2012~~2013 projected benefit obligation and expense would increase (decrease) by the following amounts (in millions):

	100 Basis Point
	Increase	Decrease
Pension benefits
Discount rate used in determining projected benefit obligation	$(~~339~~405)	$~~406~~509
Discount rate used in determining net pension expense	$(3327)	$3630
Long-term rate of return on assets used in determining net pension expense	$(2931)	$2931
Other benefits
Discount rate used in determining projected benefit obligation	$(2122)	$2425
Discount rate used in determining net benefit expense	$(2)	$12

Income Taxes—The Company computes its annual tax rate based on the statutory tax rates and tax planning opportunities available to it in the various jurisdictions in which it earns income. Significant judgment is required in determining the Company’s annual tax rate and in evaluating uncertainty in its tax positions. The Company recognizes a benefit for tax positions that it believes will more likely than not be sustained upon examination. The amount of benefit recognized is the largest amount of benefit that the Company believes has more than a 50% probability of being realized upon settlement. The Company regularly monitors its tax positions and adjusts the amount of recognized tax benefit based on its evaluation of information that has become available since the end of its last financial reporting period. The annual tax rate includes the impact of these changes in recognized tax benefits. When adjusting the amount of recognized tax benefits the Company does not consider information that has become available after the balance sheet date, but does disclose the effects of new information whenever those effects would be material to the Company’s financial statements. The difference between the amount of benefit taken or expected to be taken in a tax return and the amount of benefit recognized for financial reporting represents unrecognized tax benefits. These unrecognized tax benefits are presented in the balance sheet principally within other non-current liabilities.

the Company believes has more than a 50% probability of being realized upon settlement. The Company regularly monitors its tax positions and adjusts the amount of recognized tax benefit based on its evaluation of information that has become available since the end of its last financial reporting period. The annual tax rate includes the impact of these changes in recognized tax benefits. When adjusting the amount of recognized tax benefits the Company does not consider information that has become available after the balance sheet date, but does disclose the effects of new information whenever those effects would be material to the Company’s financial statements. The difference between the amount of benefit taken or expected to be taken in a tax return and the amount of benefit recognized for financial reporting represents unrecognized tax benefits. These unrecognized tax benefits are presented in the balance sheet principally within other non-current liabilities.

The Company records valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized. When assessing the need for valuation allowances, the Company considers future taxable income and ongoing prudent and feasible tax planning strategies. Should a change in circumstances lead to a change in judgment about the realizability of deferred tax assets in future years, the Company would adjust related valuation allowances in the period that the change in circumstances occurs, along with a corresponding increase or charge to income.

The Company has a significant amount of undistributed earnings of foreign subsidiaries that are considered to be indefinitely reinvested. Our intent is to continue to reinvest these earnings to support our priorities for growth in international markets and our current plans do not demonstrate a need to repatriate them to fund our U.S. operations. If we decided at a later date to repatriate these funds to the U.S., the Company would be required to provide taxes on these amounts based on the applicable U.S. tax rates net of credits for foreign taxes already paid. The Company has not determined the deferred tax liability associated with these undistributed earnings, as such determination is not practicable. The Company believes it is not practicable to calculate the deferred tax liability associated with these undistributed earnings as there is a significant amount of uncertainty with respect to the tax impact resulting from the significant judgment required to analyze the amount of foreign tax credits attributable to the earnings, the potential timing of any distributions, as well as the local withholding tax and other indirect tax consequences that may arise due to the potential distribution of these earnings.

Input Costs

In general, the effects of cost inflation may be experienced by the Company in future periods. During Fiscals ~~2012~~2013, ~~2011~~2012, and ~~2010~~2011, the Company experienced wide-spread inflationary increases in commodity input costs, which is expected to continue in Fiscal ~~2013~~2014. Price increases and continued productivity improvements are expected to more than offset these cost increases.

28 31

Stock Market Information

Prior to the Fiscal 2013 year end, H. J. Heinz Company common stock iswas traded principally on The New York Stock Exchange under the symbol HNZ. The number of shareholders of record of the Company’s common stock as of ~~May~~June 3120, ~~2012~~2013 approximated 3331,~~400~~300. The closing price of the common stock on The New York Stock Exchange composite listing on April 2928, ~~2012~~2013 was $5372.1645.

~~Stock~~As ~~price~~a ~~information~~result ~~for~~of the Merger, the common stock of the Company is now privately held by ~~quarter~~a ~~follows:~~subsidiary of Parent, the sole shareholder of the Company. The Company's stock is no longer traded on The New York Stock Exchange or any other stock exchange or public market.

	Stock Price Range
	High		Low
2012
First	$	55.00	$	50.95
Second	53.46		48.17
Third	54.82		49.75
Fourth	54.83		51.51
2011
First	$	47.48	$	40.00
Second	49.95		44.35
Third	50.77		47.51
Fourth	51.38		46.99

Historical stock price information for common stock by quarter follows:



	Stock Price Range
	High		Low
2013
First	$	55.48	$	52.29
Second	58.56		54.37
Third	60.96		56.77
Fourth	72.70		59.20
2012
First	$	55.00	$	50.95
Second	53.46		48.17
Third	54.82		49.75
Fourth	54.83		51.51

Dividends

Historical information concerning dividends paid per share on our common stock by quarter follows:



	Fiscal Year Ended
	April 28, 2013		April 29, 2012
First	$	0.515	$	0.480
Second	0.515		0.480
Third	0.515		0.480
Fourth	0.515		0.480
Total	$	2.060	$	1.920

Payments of dividends is restricted under our Senior Credit Facilities and the indenture governing our Notes, except for under limited circumstances. We do not expect for the foreseeable future to pay dividends on our common stock, other than to enable Parent to make certain dividend payments in respect of the 9% Cumulative Perpetual Series A Preferred Stock it issued to Berkshire Hathaway. Any future determination to pay additional dividends on our common stock will be at the discretion of our Board of Directors and will depend upon many factors, including our financial condition, earnings, capital requirements of our businesses, covenants associated with certain debt obligations, legal requirements, regulatory constraints, industry practice and other factors that the Board of Directors deems relevant.

Performance Graph

The following graph compares the cumulative total shareholder return on the Company's Common Stock over the five preceding fiscal years with the cumulative total shareholder return on the Standard & Poor's 500 Packaged Foods and Meats Index and the return on the Standard & Poor's 500 Index, assuming an investment of $100 in each at their closing prices on April 30, 2008 and reinvestment of dividends.



	2008	2009	2010	2011	2012	2013
H.J. Heinz Company	100.00	75.19	104.94	122.04	131.34	185.28
S&P 500	100.00	64.74	90.14	104.63	110.69	127.65
S&P 500 Packaged Foods & Meats Index	100.00	78.32	109.77	127.72	145.05	185.55


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 2223 through 2325.

29 33


Item 8.	Financial Statements and Supplementary Data.

TABLE OF CONTENTS

Report of Management on Internal Control over Financial Reporting	3135
Report of Independent Registered Public Accounting Firm	3236
Consolidated Statements of Income	3337
Consolidated Balance Sheets	34
Consolidated Statements of Comprehensive Income	38
Consolidated Statements of Equity	36
Consolidated Balance Sheets	39
Consolidated Statements of Cash Flows	38
Consolidated Statements of Equity	41
Notes to Consolidated Financial Statements	39
Consolidated Statements of Cash Flows	43
Notes to Consolidated Financial Statements	44

30 34

Report of Management on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America, and includes those policies and procedures that:

(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles;

(3) Provide reasonable assurance that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

(4) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has used the framework set forth in the report entitled “Internal Control—Integrated Framework” published by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of the Company’s internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Based on this evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of the end of the most recent fiscal year. PricewaterhouseCoopers LLP, an independent registered public accounting firm, audited the effectiveness of the Company’s internal control over financial reporting as of April 2928, ~~2012~~2013, as stated in their report which appears herein.

/s/ ~~William~~Bernardo R.Hees ~~Johnson~~Chief ~~Chairman, President andChief~~ Executive Officer /s/ ~~Arthur~~Paulo B.Basilio ~~Winkleblack~~Chief ~~Executive Vice President andChief~~ Financial Officer

~~June~~July 159, ~~2012~~2013

31 35

Report of Independent Registered Public Accounting Firm

To the Board of Directors and ~~Shareholders~~Shareholder of

H. J. Heinz Company:

In our opinion, the consolidated 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 Company and its subsidiaries at April 2928, ~~2012~~2013 and April 2729, ~~2011~~2012, and the results of their operations and their cash flows for each of the three years in the period ended April 2928, ~~2012~~2013 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. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of April 2928, ~~2012~~2013, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the Report of Management on Internal Control over Financial Reporting appearing under Item 8. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included 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. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

/s/ PRICEWATERHOUSECOOPERS LLP

Pittsburgh, Pennsylvania

~~June~~July 159, ~~2012~~2013

32 36

H. J. Heinz Company and Subsidiaries

Consolidated Statements of Income

	Fiscal Year Ended
	April 29, 2012			April 27, 2011			April 28, 2010
	April 28, 2013			April 29, 2012			April 27, 2011
	(52 1/2 Weeks)			(52 Weeks)			(52 Weeks)
	(52 Weeks)			(52 1/2 Weeks)			(52 Weeks)
	(In thousands, except per share amounts)
Sales	$	11,~~649~~528,~~079~~886		$	1011,~~706~~507,~~588~~572		$	10,~~494~~558,~~983~~636
Cost of products sold	7,~~649~~333,~~549~~416			67,~~754~~512,~~048~~783			6,~~700~~614,~~677~~259
Gross profit	34,~~999~~195,~~530~~470			3,~~952~~994,~~540~~789			3,~~794~~944,~~306~~377
Selling, general and administrative expenses	2,~~548~~533,~~362~~819			2,~~304~~492,~~350~~482			2,~~235~~256,~~078~~739
Operating income	1,~~451~~661,~~168~~651			1,~~648~~502,~~190~~307			1,~~559~~687,~~228~~638
Interest income	3427,~~615~~795			2234,~~565~~547			4522,~~137~~548
Interest expense	~~294~~283,~~104~~607			~~275~~293,~~398~~009			~~295~~272,~~711~~660
Other expense, net	(862,~~236~~196		)	(217,~~188~~756		)	(1821,~~200~~204		)
Income from continuing operations before income taxes	1,~~183~~343,~~443~~643			1,~~374~~236,~~169~~089			1,~~290~~416,~~454~~322
Provision for income taxes	~~243~~241,~~535~~598			~~368~~244,~~221~~966			~~358~~370,~~514~~817
Income from continuing operations	~~939~~1,~~908~~102,045			1991,~~005,948~~123			~~931~~1,~~940~~045,505
Loss from discontinued operations, net of tax	—(74,712		)	—(51,215		)	(4939,~~597~~557		)
Net income	~~939~~1,~~908~~027,333			1939,~~005,948~~908			~~882~~1,~~343~~005,948
Less: Net income attributable to the noncontrolling interest	1614,~~749~~430			16,~~438~~749			1716,~~451~~438
Net income attributable to H. J. Heinz Company	$	~~923~~1,~~159~~012,903		$	~~989~~923,~~510~~159		$	~~864~~989,~~892~~510
Income/(loss) per common share:
Diluted
Continuing operations attributable to H. J. Heinz Company common shareholders	$	23.8537		$	3.0601		$	23.8718
Discontinued operations attributable to H. J. Heinz Company common shareholders	—(0.23		)	—(0.16		)	(0.1612		)
Net income attributable to H. J. Heinz Company common shareholders	$	23.8514		$	32.0685		$	23.7106
Average common shares outstanding—diluted	323,~~321~~172			323,~~042~~321			~~318~~323,~~113~~042
Basic
Continuing operations attributable to H. J. Heinz Company common shareholders	$	23.8739		$	3.0903		$	23.8921
Discontinued operations attributable to H. J. Heinz Company common shareholders	—(0.23		)	—(0.16		)	(0.1612		)
Net income attributable to H. J. Heinz Company common shareholders	$	23.8716		$	32.0987		$	23.7309
Average common shares outstanding—basic	320,~~686~~662			320,~~118~~686			~~315~~320,~~948~~118
Cash dividends per share	$	12.9206		$	1.8092		$	1.6880
Amounts attributable to H. J. Heinz Company common shareholders:
Income from continuing operations, net of tax	$	~~923~~1,~~159~~087,615		$	~~989~~974,~~510~~374		$	~~914~~1,~~489~~029,067
Loss from discontinued operations, net of tax	—(74,712		)	—(51,215		)	(4939,~~597~~557		)
Net income	$	~~923~~1,~~159~~012,903		$	~~989~~923,~~510~~159		$	~~864~~989,~~892~~510

(Per share amounts may not add due to rounding)

See Notes to Consolidated Financial Statements

33 37

H. J. Heinz Company and Subsidiaries

Consolidated Statements of Comprehensive Income



	Fiscal Year Ended
	April 28, 2013			April 29, 2012			April 27, 2011
	(52 Weeks)			(52 1/2 Weeks)			(52 Weeks)
	(In thousands)
Net income	$	1,027,333		$	939,908		$	1,005,948
Other comprehensive income/(loss), net of tax:
Foreign currency translation adjustments	(228,980		)	(377,491		)	567,876
Net pension and post-retirement benefit (losses)/gains	(189,302		)	(258,079		)	77,298
Reclassification of net pension and post-retirement benefit losses to net income	54,833			56,813			53,353
Net deferred (losses)/gains on derivatives from periodic revaluations	(11,743		)	30,377			9,395
Net deferred losses/(gains) on derivatives reclassified to earnings	29,608			(13,811		)	(20,794		)
Total comprehensive income	681,749			377,717			1,693,076
Comprehensive loss/(income) attributable to the noncontrolling interest	1,344			734			(21,373		)
Comprehensive income attributable to H.J. Heinz Company	$	683,093		$	378,451		$	1,671,703

See Notes to Consolidated Financial Statements

H. J. Heinz Company and Subsidiaries

Consolidated Balance Sheets

	April 29, 2012		April 27, 2011
	April 28, 2013		April 29, 2012
	(In thousands)
Assets
Current assets:
Cash and cash equivalents	$	12,~~330~~476,~~441~~699	$	~~724~~1,~~311~~330,441
Trade receivables (net of allowances: 2012—$10,680 and 2011—$10,909)	815,600		1,039,064
Trade receivables (net of allowances: 2013—$7,957 and 2012—$10,680)	872,864		815,600
Other receivables (net of allowances: 2012—$607 and 2011—$503)	177,910		225,968
Other receivables (net of allowances: 2013—$360 and 2012—$607)	200,988		177,910
Inventories:
Finished goods and work-in-process	1,~~082~~076,~~317~~779		1,~~165~~082,~~069~~317
Packaging material and ingredients	~~247~~255,~~034~~918		~~286~~247,~~477~~034
Total inventories	1,~~329~~332,~~351~~697		1,~~451~~329,~~546~~351
Prepaid expenses	~~174~~160,~~795~~658		~~159~~174,~~521~~795
Other current assets	5491,~~139~~656		~~153~~54,~~132~~139
Total current assets	35,~~882~~135,~~236~~562		3,~~753~~882,~~542~~236
Property, plant and equipment:
Land	8178,~~185~~800		8581,~~457~~185
Buildings and leasehold improvements	1996,~~009,379~~719		1,~~019~~009,~~311~~379
Equipment, furniture and other	4,~~175~~283,~~997~~570		4,~~119~~175,~~947~~997
	5,266,561		5,224,715
	5,359,089		5,266,561
Less accumulated depreciation	2,~~782~~900,~~423~~288		2,~~719~~782,~~632~~423
Total property, plant and equipment, net	2,~~484~~458,~~138~~801		2,~~505~~484,~~083~~138
Other non-current assets:
Goodwill	3,~~185~~079,~~527~~250		3,~~298~~185,~~441~~527
Trademarks, net	1,~~090~~037,~~892~~283		1,~~156~~090,~~221~~892
Other intangibles, net	~~407~~378,~~802~~187		~~442~~407,~~563~~802
Other non-current assets	~~932~~849,~~698~~924		1932,~~074,795~~698
Total other non-current assets	5,~~616~~344,~~919~~644		5,~~972~~616,~~020~~919
Total assets	$	1112,~~983~~939,~~293~~007	$	1211,~~230~~983,~~645~~293

See Notes to Consolidated Financial Statements

34 39

H. J. Heinz Company and Subsidiaries

Consolidated Balance Sheets

	April 29, 2012		April 27, 2011
	April 28, 2013		April 29, 2012
	(In thousands)
Liabilities and Equity
Current liabilities:
Short-term debt	$	461,~~460~~137,181	$	8746,~~800~~460
Portion of long-term debt due within one year	~~200~~1,~~248~~023,212		1200,~~447,132~~248
Trade payables	1,~~202~~310,~~398~~009		1,~~337~~202,~~620~~398
Other payables	~~146~~182,~~414~~828		~~162~~146,~~047~~414
Accrued marketing	~~303~~313,~~132~~930		~~313~~303,~~389~~132
Other accrued liabilities	~~647~~705,~~769~~482		~~715~~647,~~147~~769
Income taxes	~~101~~114,~~540~~230		98101,~~325~~540
Total current liabilities	24,~~647~~786,~~961~~872		42,~~161~~647,~~460~~961
Long-term debt and other non-current liabilities:
Long-term debt	43,~~779~~848,~~981~~339		34,~~078~~779,~~128~~981
Deferred income taxes	~~817~~678,~~928~~565		~~897~~817,~~179~~928
Non-pension post-retirement benefits	~~231~~240,~~452~~319		~~216~~231,~~172~~452
Other non-current liabilities	~~581~~506,~~390~~562		~~570~~581,~~571~~390
Total long-term debt and other non-current liabilities	65,~~410~~273,~~751~~785		46,~~762~~410,~~050~~751
Redeemable noncontrolling interest	113,759		124,669
Commitments and contingent liabilities (See Note 18)
Redeemable noncontrolling interest	29,529		113,759
Equity:
Capital stock:
Third cumulative preferred, $1.70 first series, $10 par value(1)	61		69
Third cumulative preferred, $1.70 first series, $10 par value	—		61
Common stock, 431,096 shares issued, $0.25 par value	107,774		107,774
	107,835		107,843
	107,774		107,835
Additional capital	~~594,~~608,504		~~629~~594,~~367~~608
Retained earnings	7,~~567~~907,~~278~~033		7,~~264~~567,~~678~~278
	8,269,721		8,001,888
	8,623,311		8,269,721
Less:
Treasury shares, at cost (110,870 shares at April 29, 2012 and 109,818 shares at April 27, 2011)	4,666,404		4,593,362
Treasury shares, at cost (109,831 shares at April 28, 2013 and 110,870 shares at April 29, 2012)	4,647,242		4,666,404
Accumulated other comprehensive loss	~~844~~1,~~728~~174,538		~~299~~844,~~564~~728
Total H.J. Heinz Company shareholders’ equity	2,~~758~~801,~~589~~531		32,~~108~~758,~~962~~589
Noncontrolling interest	5247,~~233~~290		7352,~~504~~233
Total equity	2,~~810~~848,~~822~~821		32,~~182~~810,~~466~~822
Total liabilities and equity	$	1112,~~983~~939,~~293~~007	$	1211,~~230~~983,~~645~~293

(1) The preferred stock outstanding is convertible at a rate of one share of preferred stock into 15 shares of common stock. The Company can redeem the stock at $28.50 per share. As of April 29, 2012, there were authorized, but unissued, 2,200 shares of third cumulative preferred stock for which the series had not been designated.

See Notes to Consolidated Financial Statements

35 40

H. J. Heinz Company and Subsidiaries

Consolidated Statements of Equity

	April 29, 2012						April 27, 2011						April 28, 2010
	April 28, 2013						April 29, 2012						April 27, 2011
	Shares		Dollars				Shares		Dollars				Shares		Dollars
	(In thousands, expect per share amounts)
	(In thousands, except per share amounts)
PREFERRED STOCK
Balance at beginning of year	76		$	6961			7		$	7069			7		$	70
Conversion of preferred into common stock	(16	)	(861		)		—(1	)	(18		)		—		—(1		)
Balance at end of year	6—		61—				76		6961				7		7069
Authorized shares- April 29, 2012	6
Authorized shares- April 28, 2013	—
COMMON STOCK
Balance at beginning of year	431,096		107,774				431,096		107,774				431,096		107,774
Balance at end of year	431,096		107,774				431,096		107,774				431,096		107,774
Authorized shares- April 29, 2012	600,000
Authorized shares- April 28, 2013	600,000
ADDITIONAL CAPITAL
Balance at beginning of year			~~629~~594,~~367~~608						~~657~~629,~~596~~367						~~737~~657,~~917~~596
Conversion of preferred into common stock			(~~539~~3,600		)				(39539		)				(2939		)
Stock options exercised, net of shares tendered for payment			(157,~~220~~204		)	(3)			(2615,~~482~~220		)	(3)			(2126,~~717~~482		)	(3)
Stock option expense			10,~~864~~088						910,~~447~~864						79,~~897~~447
Restricted stock unit activity			4(5,~~305~~837		)				(84,~~119~~305		)				(98,~~698~~119		)
Purchase of subsidiary shares from noncontrolling interests(1)			~~(34~~18,~~483~~956		)				(234,~~411~~483		)				(542,~~209~~411		)
Other, net(2)			~~314~~1,493						~~(625~~314		)				(~~2,565~~625		)
Balance at end of year			~~594,~~608,504						~~629~~594,~~367~~608						~~657~~629,~~596~~367
RETAINED EARNINGS
Balance at beginning of year			7,~~264~~567,~~678~~278						67,~~856~~264,~~033~~678						6,~~525~~856,~~719~~033
Net income attributable to H.J. Heinz Company			~~923~~1,~~159~~012,903						~~989~~923,~~510~~159						~~864~~989,~~892~~510
Cash dividends:
Preferred (per share $1.70 per share in 2012, 2011 and 2010)			(9		)				(12		)				(9		)
Preferred (per share $1.70 per share in 2013, 2012 and 2011)			(8		)				(9		)				(12		)
Common (per share $1.92, $1.80, and $1.68 in 2012, 2011 and 2010, respectively)			(619,095		)				(579,606		)				(533,543		)
Common (per share $2.06, $1.92, and $1.80 in 2013, 2012 and 2011, respectively)			(665,683		)				(619,095		)				(579,606		)
Other(4)			(1,455		)				(1,247		)				(1,026		)
Purchase of subsidiary shares from noncontrolling interests(1)			(7,703		)				—						—
Balance at end of year			7,567,278						7,264,678						6,856,033
Other(4)			246						(1,455		)				(1,247		)
Balance at end of year			7,907,033						7,567,278						7,264,678
TREASURY STOCK
Balance at beginning of year	(~~109~~110,~~819~~871	)	(4,~~593~~666,~~362~~404		)		(~~113~~109,~~404~~819	)	(4,~~750~~593,~~547~~362		)		(~~116~~113,~~237~~404	)	(4,~~881~~750,~~842~~547		)
Shares reacquired	(32,~~860~~431	)	(~~201~~139,~~904~~069		)		(13,~~425~~860	)	(70201,~~003~~904		)		—(1,425	)	—(70,003		)
Conversion of preferred into common stock	1279		~~547~~3,661				112		40547				1		2940
Stock options exercised, net of shares tendered for payment	2,~~298~~802		~~105~~127,~~144~~084				42,~~495~~298		~~203~~105,~~196~~144				24,~~038~~495		94203,~~315~~196
Restricted stock unit activity	~~303~~443		1420,~~087~~618				~~296~~303		1314,~~756~~087				~~470~~296		2113,~~864~~756
Other, net(2)	~~195~~148		96,~~084~~868				~~218~~195		109,~~196~~084				~~324~~218		1510,~~087~~196
Balance at end of year	(~~110~~109,~~871~~830	)	$	(4,~~666~~647,~~404~~242	)		(~~109~~110,~~819~~871	)	$	(4,~~593~~666,~~362~~404	)		(~~113~~109,~~404~~819	)	$	(4,~~750~~593,~~547~~362	)


(1)	See Note No. 5 for further details.


(2)	Includes activity of the Global Stock Purchase Plan.


(3)	Includes income tax benefit resulting from exercised stock options.


(4)	Includes unpaid dividend equivalents on restricted stock units.

(5) Comprised of unrealized translation adjustment of $(23236,~~152~~411), pension and post-retirement benefits net prior service cost of $(1210,~~134~~077) and net losses of $(~~816~~952,~~060~~578), and deferred net losses on derivative financial instruments of $624,~~618~~528.

See Notes to Consolidated Financial Statements

36 41

H. J. Heinz Company and Subsidiaries

Consolidated Statements of Equity

	April 29, 2012					April 27, 2011				April 28, 2010
	April 28, 2013					April 29, 2012				April 27, 2011
	Shares	Dollars				Shares	Dollars			Shares	Dollars
	(In thousands, expect per share amounts)
	(In thousands, except per share amounts)
OTHER COMPREHENSIVE (LOSS)/INCOME
Balance at beginning of year		$	(~~299~~844,~~564~~728	)			$	(~~979~~299,~~581~~564	)		$	(1979,~~269,700~~581	)
Net pension and post-retirement benefit (losses)/gains		(~~258~~189,~~067~~294		)			77(258,~~355~~067		)		7877,~~871~~355
Reclassification of net pension and post-retirement benefit losses to net income		5654,~~813~~833					5356,~~353~~813				3853,~~903~~353
Unrealized translation adjustments		(359,771		)			563,060				193,600
Foreign currency translation adjustments		(197,126		)			(359,771		)		563,060
Net change in fair value of cash flow hedges		30,405					9,790				(32,488		)
Net deferred (losses)/gains on derivatives from periodic valuations		(11,736		)			30,405				9,790
Net hedging (gains)/losses reclassified into earnings		(14,088		)			(21,365		)		13,431
Net deferred losses/(gains) on derivatives reclassified to earnings		29,646					(14,088		)		(21,365		)
Purchase of subsidiary shares from noncontrolling interests(1)		(~~456~~16,133		)			(~~2,176~~456		)		(2,~~198~~176		)
Balance at end of year		(~~844~~1,~~728~~174,538		)	(5)		(~~299~~844,~~564~~728		)		(~~979~~299,~~581~~564		)
TOTAL H.J. HEINZ COMPANY SHAREHOLDERS’ EQUITY		2,~~758~~801,~~589~~531					32,~~108~~758,~~962~~589				13,~~891~~108,~~345~~962
NONCONTROLLING INTEREST
Balance at beginning of year		7352,~~504~~233					5773,~~151~~504				5957,~~167~~151
Net income attributable to the noncontrolling interest		1512,~~884~~925					1615,~~438~~884				1716,~~451~~438
Other comprehensive income, net of tax:
Other comprehensive income/(loss), net of tax:
Net pension and post-retirement benefit losses		(128		)			(5712		)		(~~1,266~~57		)
Unrealized translation adjustments		(5,945		)			4,816				8,411
Foreign currency translation adjustments		(5,232		)			(5,945		)		4,816
Net change in fair value of cash flow hedges		(28		)			(395		)		(788		)
Net deferred losses) on derivatives from periodic valuations		(7		)			(28		)		(395		)
Net hedging losses reclassified into earnings		277					571				254
Net deferred losses on derivatives reclassified to earnings		(38		)			277				571
Purchase of subsidiary shares from noncontrolling interests(1)		~~(19,885~~—		)			(119,~~750~~885		)		(51,~~467~~750		)
Dividends paid to noncontrolling interest		(1112,~~562~~583		)			(311,~~270~~562		)		(203,~~611~~270		)
Balance at end of year		5247,~~233~~290					7352,~~504~~233				5773,~~151~~504
TOTAL EQUITY		$	2,~~810~~848,~~822~~821				$	32,~~182~~810,~~466~~822			$	13,~~948~~182,~~496~~466
COMPREHENSIVE INCOME
Note: See Footnote explanations on Page 41.
Net income		$	939,908				$	1,005,948			$	882,343
Other comprehensive income/loss, net of tax:
Net pension and post-retirement benefit (losses)/gains		(258,079		)			77,298				77,605
Reclassification of net pension and post-retirement benefit losses to net income		56,813					53,353				38,903
Unrealized translation adjustments		(377,491		)			567,876				202,011
Net change in fair value of cash flow hedges		30,377					9,395				(33,276		)
Net hedging (gains)/losses reclassified into earnings		(13,811		)			(20,794		)		13,685
Total comprehensive income		377,717					1,693,076				1,181,271
Comprehensive loss/(income) attributable to the noncontrolling interest		734					(21,373		)		(24,062		)
Comprehensive income attributable to H.J. Heinz Company		$	378,451				$	1,671,703			$	1,157,209
Note: See Footnote explanations on Page 36.

See Notes to Consolidated Financial Statements

37 42

H. J. Heinz Company and Subsidiaries

Consolidated Statements of Cash Flows



	Fiscal Year Ended
	April 28, 2013			April 29, 2012			April 27, 2011
	(52 Weeks)			(52 1/2 Weeks)			(52 Weeks)
Operating Activities	(In thousands)
Net income	$	1,027,333		$	939,908		$	1,005,948
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation	302,057			295,718			255,227
Amortization	46,853			47,075			43,433
Deferred tax (benefit)/provision	(87,265		)	(94,816		)	153,725
Net losses on divestitures	19,532			—			—
Impairment on assets held for sale	36,000			—			—
Pension contributions	(69,388		)	(23,469		)	(22,411		)
Asset write-downs from Fiscal 2012 productivity initiatives	—			58,736			—
Other items, net	84,834			75,375			98,172
Changes in current assets and liabilities, excluding effects of acquisitions and divestitures:
Receivables (includes proceeds from securitization)	(166,239		)	171,832			(91,057		)
Inventories	(49,468		)	60,919			(80,841		)
Prepaid expenses and other current assets	14,111			(11,584		)	(1,682		)
Accounts payable	168,898			(72,352		)	233,339
Accrued liabilities	71,846			(20,008		)	(60,862		)
Income taxes	(9,141		)	65,783			50,652
Cash provided by operating activities	1,389,963			1,493,117			1,583,643
Investing activities:
Capital expenditures	(399,098		)	(418,734		)	(335,646		)
Proceeds from disposals of property, plant and equipment	18,986			9,817			13,158
Acquisitions, net of cash acquired	—			(3,250		)	(618,302		)
Proceeds from divestitures	16,787			3,828			1,939
Sale of short-term investments	—			56,780			—
Change in restricted cash	3,994			(39,052		)	(5,000		)
Other items, net	(13,789		)	(11,394		)	(5,781		)
Cash used for by investing activities	(373,120		)	(402,005		)	(949,632		)
Financing activities:
Payments on long-term debt	(224,079		)	(1,440,962		)	(45,766		)
Proceeds from long-term debt	205,350			1,912,467			229,851
Net proceeds/(payments) on commercial paper and short-term debt	1,089,882			(42,543		)	(193,200		)
Dividends	(665,691		)	(619,104		)	(579,618		)
Purchases of treasury stock	(139,069		)	(201,904		)	(70,003		)
Exercise of stock options	113,477			82,714			154,774
Acquisition of subsidiary shares from noncontrolling interests	(80,132		)	(54,824		)	(6,338		)
Earn-out settlement	(44,547		)	—			—
Other items, net	1,736			1,321			27,791
Cash provided by/(used for) financing activities	256,927			(362,835		)	(482,509		)
Effect of exchange rate changes on cash and cash equivalents	(127,512		)	(122,147		)	89,556
Net increase in cash and cash equivalents	1,146,258			606,130			241,058
Cash and cash equivalents at beginning of year	1,330,441			724,311			483,253
Cash and cash equivalents at end of year	$	2,476,699		$	1,330,441		$	724,311

	Fiscal Year Ended
	April 29, 2012			April 27, 2011			April 28, 2010
	(52 1/2 Weeks)			(52 Weeks)			(52 Weeks)
	(In thousands)
Operating activities:
Net income	$	939,908		$	1,005,948		$	882,343
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation	295,718			255,227			254,528
Amortization	47,075			43,433			48,308
Deferred tax (benefit)/provision	(94,816		)	153,725			220,528
Net losses on divestitures	—			—			44,860
Pension contributions	(23,469		)	(22,411		)	(539,939		)
Asset write-downs from Fiscal 2012 productivity initiatives	58,736			—			—
Other items, net	75,375			98,172			90,938
Changes in current assets and liabilities, excluding effects of acquisitions and divestitures:
Receivables (includes proceeds from securitization)	171,832			(91,057		)	121,387
Inventories	60,919			(80,841		)	48,537
Prepaid expenses and other current assets	(11,584		)	(1,682		)	2,113
Accounts payable	(72,352		)	233,339			(2,805		)
Accrued liabilities	(20,008		)	(60,862		)	96,533
Income taxes	65,783			50,652			(5,134		)
Cash provided by operating activities	1,493,117			1,583,643			1,262,197
Investing activities:
Capital expenditures	(418,734		)	(335,646		)	(277,642		)
Proceeds from disposals of property, plant and equipment	9,817			13,158			96,493
Acquisitions, net of cash acquired	(3,250		)	(618,302		)	(11,428		)
Proceeds from divestitures	3,828			1,939			18,637
Sale of short-term investments	56,780			—			—
Change in restricted cash	(39,052		)	(5,000		)	192,736
Other items, net	(11,394		)	(5,781		)	(5,353		)
Cash (used for)/provided by investing activities	(402,005		)	(949,632		)	13,443
Financing activities:
Payments on long-term debt	(1,440,962		)	(45,766		)	(630,394		)
Proceeds from long-term debt	1,912,467			229,851			447,056
Net payments on commercial paper and short-term debt	(42,543		)	(193,200		)	(427,232		)
Dividends	(619,104		)	(579,618		)	(533,552		)
Purchases of treasury stock	(201,904		)	(70,003		)	—
Exercise of stock options	82,714			154,774			67,369
Acquisition of subsidiary shares from noncontrolling interests	(54,824		)	(6,338		)	(62,064		)
Other items, net	1,321			27,791			(9,099		)
Cash used for financing activities	(362,835		)	(482,509		)	(1,147,916		)
Effect of exchange rate changes on cash and cash equivalents	(122,147		)	89,556			(17,616		)
Net increase in cash and cash equivalents	606,130			241,058			110,108
Cash and cash equivalents at beginning of year	724,311			483,253			373,145
Cash and cash equivalents at end of year	$	1,330,441		$	724,311		$	483,253

See Notes to Consolidated Financial Statements

38 43

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements


1.	Significant Accounting Policies

Merger Agreement with Berkshire Hathaway and 3G Capital:

On June 7, 2013, the Company was acquired by H.J. Heinz Holding Corporation (formerly known as Hawk Acquisition Holding Corporation) (“Parent”), a Delaware corporation controlled by 3G Special Situations Fund III, L.P. and Berkshire Hathaway, (together the “Sponsors”), pursuant to the Agreement and Plan of Merger, dated February 13, 2013 ("Merger Agreement"), as amended by the Amendment, by and among the Company, Parent and Hawk Acquisition Sub, Inc. ("Merger Subsidiary"), in a transaction hereinafter referred to as the “Merger.” As a result of the Merger, all issued and outstanding shares of our common stock outstanding immediately prior to the effective time of the Merger was converted into the right to receive $72.50 in cash, without interest and less applicable withholding taxes thereon, and the Company continued as the surviving corporation in the Merger, becoming an indirect wholly owned subsidiary of Parent. The total aggregate value of the acquisition consideration was approximately $28.75 billion, including the assumption of the Company's outstanding debt. See Note 21, “Subsequent Events” in Item 8 – “Financial Statements and Supplementary Data” for additional information.

Fiscal Year:

~~H. J.~~The ~~Heinz~~ Company ~~(the “Company”)~~ operates on a 52-week or 53-week fiscal year end. On March 14, 2012, the Board of Directors of the Company authorized a change in the Company's fiscal year end from the Wednesday nearest April 30 to the Sunday nearest April 30. The change in the fiscal year end resulted in Fiscal 2012 changing from a 53 week year to a 52 1/2 week year and was intended to better align the Company's financial reporting period with its business partners and production schedules. This change did not have a material impact on the Company's financial statements. Certain foreign subsidiaries have closing dates earlier than the Sunday nearest April 30 to facilitate timely reporting. Fiscal years for the financial statements included herein ended April 2928, ~~2012~~2013, April 2729, ~~2011~~2012, and April 2827, ~~2010~~2011.

Principles of Consolidation:

The consolidated financial statements include the accounts of the Company, all wholly-owned and majority-owned subsidiaries, and any variable interest entities for which we are the primary beneficiary. All intercompany accounts and transactions are eliminated. Certain prior year amounts have been reclassified to conform with the Fiscal ~~2012~~2013 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.

Translation of Foreign Currencies:

For all significant foreign operations, the functional currency is the local currency. Assets and liabilities of these operations are translated at the exchange rate in effect at each year end. Income statement accounts are translated at the average rate of exchange prevailing during the year. Translation adjustments arising from the use of differing exchange rates from period to period are included as a component of other comprehensive income/(loss) within shareholders’ equity. Gains and losses from foreign currency transactions are included in net income for the period.

Highly Inflationary Accounting:

The Company applies highly inflationary accounting if the cumulative inflation rate in an economy for a three-year period meets or exceeds 100 percent. Under highly inflationary accounting, the financial statements of a subsidiary are remeasured into the Company’s reporting currency (U.S. dollars) and exchange gains and losses from the remeasurement of monetary assets and liabilities are reflected in current earnings, rather than accumulated other comprehensive loss on the balance sheet, until such time as the economy is no longer considered highly inflationary. See Note 20 for additional information.

Cash Equivalents:

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

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

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 to 7 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 accumulated depreciation are removed from the accounts and any related gains or losses are included in income. The Company reviews property, plant and equipment, whenever circumstances change such that the recorded value of an asset may not be recoverable. Factors that may affect recoverability include changes in planned use of the asset and the closing of facilities. The Company’s impairment review is based on an undiscounted cash flow analysis at the lowest level for which identifiable cash flows exist and are largely independent. When the carrying value of the asset exceeds the future undiscounted cash flows, an impairment is indicated and the asset is written down to its fair value.

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

equipment, whenever circumstances change such that the recorded value of an asset may not be recoverable. Factors that may affect recoverability include changes in planned use of the asset and the closing of facilities. The Company’s impairment review is based on an undiscounted cash flow analysis at the lowest level for which identifiable cash flows exist and are largely independent. When the carrying value of the asset exceeds the future undiscounted cash flows, an impairment is indicated and the asset is written down to its fair value.

Goodwill and 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, or when circumstances indicate that a possible impairment may exist. ~~The~~Indefinite-lived intangible assets are tested annually during the fourth quarter of each fiscal year, while the annual impairment tests of goodwill are performed during the ~~fourth~~third quarter of each fiscal year. All goodwill is assigned to reporting units, which are primarily one level below our operating segments. The Company performs its impairment tests of goodwill at the reporting unit level. The Company tests goodwill for impairment by either performing a qualitative evaluation or a two-step quantitative test. The qualitative evaluation is an assessment of factors to determine whether it is more likely than not that the fair values of a reporting unit is less than its carrying amount, including goodwill. Factors considered as part of the qualitative assessment include entity-specific industry, market and general economic conditions. The Company may elect to bypass this qualitative assessment for some or all of its reporting units and perform a two-step quantitative test. This quantitative test involves estimating a reporting units fair value. The Company's estimates of fair value when testing for impairment of both goodwill and intangible assets with indefinite lives is based on a discounted cash flow model, using a market participant approach, that requires significant judgment and requires assumptions about future volume trends, revenue and expense growth rates, terminal growth rates, discount rates, tax rates, working capital changes and macroeconomic factors.

Indefinite-lived intangible assets are tested for impairment by either performing a qualitative evaluation or a quantitative calculation of fair value and comparison to carrying amount. The qualitative evaluation is an assessment of factors including, but not limited to, changes in management, overall financial performance, and other entity-specific events. The objective of the qualitative evaluation is to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. The Company can choose to perform the qualitative assessment on none, some, or all of its indefinite-lived intangible assets.

The Company's estimates of fair value when testing quantitatively for impairment of both goodwill and intangible assets with indefinite lives is based on a discounted cash flow model, using a market participant approach, that requires significant judgment and requires assumptions about future volume trends, revenue and expense growth rates, terminal growth rates, discount rates, tax rates, working capital changes and macroeconomic factors.

Revenue Recognition:

The Company recognizes revenue when title, ownership and risk of loss pass to the customer. This primarily occurs upon delivery of the product to the customer. For the most part, 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 primarily classified as part of selling, general and administrative expenses.

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

Marketing Costs:

The Company 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 or as a component of cost of products sold 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. Advertising costs are recognized as an expense within selling, general and administrative expenses if the Company determines that it will receive an identifiable, separable benefit in return for the consideration paid and it can reasonably estimate the fair value of the benefit identified. Accruals for trade promotions are initially recorded 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. The Company performs monthly evaluations of its outstanding trade promotions, making adjustments where appropriate to reflect changes in estimates. Settlement of these liabilities typically occurs in subsequent periods primarily through an authorization process for deductions taken by a customer from amounts otherwise due to the Company. 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. The Company performs monthly evaluations of outstanding coupon accruals that compare actual redemption rates to the original estimates. 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:

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. When assessing the need for valuation allowances, the Company considers future taxable income and ongoing prudent and feasible tax planning strategies. Should a change in circumstances lead to a change in judgment about the realizability of deferred tax assets in future years, the Company would adjust related valuation allowances in the period that the change in circumstances occurs, along with a corresponding increase or charge to income.

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

The Company has not provided for possible U.S. taxes on the undistributed earnings of foreign subsidiaries that are considered to be reinvested indefinitely. Calculation of the unrecognized deferred tax liability for temporary differences related to these earnings is not practicable.

Stock-Based Employee Compensation Plans:

The Company recognizes the cost of all stock-based awards to employees, including grants of employee stock options, on a straight-line basis over their respective requisite service periods (generally equal to an award’s vesting period). A stock-based award is considered vested for expense attribution purposes when the employee’s retention of the award is no longer contingent on providing subsequent service. Accordingly, the Company recognizes compensation cost immediately for awards granted to retirement-eligible individuals or over the period from the grant date to the date retirement eligibility is achieved, if less than the stated vesting period. The vesting approach used does not affect the overall amount of compensation expense recognized, but could accelerate the recognition of expense. The Company follows its previous vesting approach for the remaining portion of those outstanding awards that were unvested and granted prior to May 4, 2006, and accordingly, will recognize expense from the grant date to the earlier of the actual date of retirement or the vesting date. Judgment is required in estimating the amount of stock-based awards expected to be forfeited prior to vesting. If actual forfeitures differ significantly from these estimates, stock-based compensation expense could be materially impacted.

Compensation cost related to all stock-based awards is determined using the grant date fair value. Determining the fair value of employee stock options at the grant date requires judgment in estimating the expected term that the stock options will be outstanding prior to exercise as well as the volatility and dividends over the expected term. Compensation cost for restricted stock units is determined based on the fair value of the Company’s stock at the grant date. The Company applies the modified-prospective transition method for stock options granted on or prior to, but not vested as of, May 3, 2006. Compensation cost related to these stock options is determined using the grant date fair value originally estimated and disclosed in a pro-forma manner in prior period financial statements in accordance with the original provisions of the Financial Accounting Standards Board’s (“FASB’s”) guidance for stock compensation.

Stock-based compensation expense is primarily recognized as a component of selling, general and administrative expenses in the Consolidated Statements of Income.

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

Financial Instruments:

The Company’s financial instruments consist primarily of cash and cash equivalents, receivables, accounts payable, short-term and long-term debt, swaps, forward contracts, and option contracts. The carrying values for the Company’s financial instruments approximate fair value, except as disclosed in Note 11. As a policy, the Company does not engage in speculative or leveraged transactions, nor does the Company hold or issue financial instruments for trading purposes.

The Company uses derivative financial instruments for the purpose of hedging foreign currency, debt and interest rate exposures, which exist as part of ongoing business operations. The Company carries derivative instruments on the balance sheet at fair value, determined using observable market data. Derivatives with scheduled maturities of less than one year are included in other receivables or other payables, based on the instrument’s fair value. Derivatives with scheduled maturities beyond one year are classified between current and long-term based on the timing of anticipated future cash flows. The current portion of these instruments is included in other receivables or other payables and the long-term portion is presented as a component of other non-current assets or other non-current 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. Gains and losses on fair value hedges are recognized in current period earnings in the same line item as the underlying hedged item. The effective portion of gains and losses on cash flow hedges are deferred as a component of accumulated other comprehensive loss and are recognized in earnings at the time the hedged item affects earnings, in the same line item as the underlying hedged item. Hedge ineffectiveness related to cash flow hedges is reported in current period earnings within other income and expense. The income statement classification of gains and losses related to derivative contracts that do not qualify for hedge accounting is determined based on the underlying intent of the contracts. Cash flows related to the settlement of derivative instruments designated as net investment hedges of foreign operations are classified in the consolidated statements of cash flows within investing activities. Cash flows related to the termination of derivative instruments designated as fair value hedges of fixed rate debt obligations are classified in the consolidated statements of cash flows within financing activities. All other cash flows related to derivative instruments are generally classified in the consolidated statements of cash flows within operating activities.

412. Recently Issued Accounting Standards

In February 2013, the FASB issued an amendment to the comprehensive income standard to improve the transparency of reporting reclassifications out of accumulated other comprehensive income/loss. Other comprehensive income/loss includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income/loss into net income. The amendments do not change the current requirements for reporting net income or other comprehensive income/loss in financial statements. The new amendments will require the Company to present the effects on income statement line items of certain significant amounts reclassified out of accumulated other comprehensive income/loss, and cross-reference to other disclosures currently required under U.S. generally accepted accounting principles for certain other reclassification items. The Company will adopt this revised standard in the first quarter of Fiscal 2014. The adoption of this revised standard will not impact our results of operations or financial position.

In July 2012, the FASB issued an amendment to the indefinite-lived intangibles impairment standard. This revised standard is intended to reduce the cost and complexity of testing indefinite-lived intangible assets other than goodwill for impairment by providing entities with the option to first assess qualitatively whether it is more likely than not that an indefinite-lived intangible asset is impaired. An entity is not required to calculate the fair value of an indefinite-lived intangible asset and perform the quantitative impairment test unless the entity determines that it is more likely than not that the asset is impaired. An entity can choose to perform the qualitative assessment on none, some, or all of its indefinite-lived intangible assets. Moreover, an entity can by-pass the qualitative assessment and perform the quantitative impairment test for any indefinite-lived intangible asset in any period. The Company early adopted this amendment in the fourth quarter of Fiscal 2013 for use in the Fiscal 2013 annual impairment testing. The adoption of this revised standard did not impact our results of operations or financial position.

In December 2011, the FASB issued an amendment on disclosures about offsetting assets and liabilities. The new disclosure requirements mandate that entities disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position as well as instruments and transactions subject to an agreement similar to a master netting arrangement. The Company is required to adopt this amendment on the first day of Fiscal 2014, and this adoption will only impact the notes to the financial statements and not the financial results. The Company did not expect a significant impact to its disclosure requirements from this amendment.

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

2. Recently Issued Accounting Standards

In December 2011, the FASB issued an amendment on disclosures about offsetting assets and liabilities. The new disclosure requirements mandate that entities disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position as well as instruments and transactions subject to an agreement similar to a master netting arrangement. The Company is required to adopt this amendment on the first day of Fiscal 2014 and will provide the disclosures required by this amendment retrospectively for all comparative periods presented. This adoption will only impact the notes to the financial statements and not the financial results.

In September 2011, the FASB issued an amendment to the disclosure requirements for multiemployer pension plans. This amendment requires an employer who participates in multiemployer pension plans to provide additional quantitative and qualitative disclosures to help financial statement users better understand the plans in which an employer participates, the level of the employer's participation in the plans, and the financial health of significant plans. The disclosures also will enable users of financial information to obtain additional information outside of the financial statements. The amendment does not change the current recognition and measurement guidance for an employer's participation in a multiemployer plan. The Company adopted this amendment in the fourth quarter of Fiscal 2012 and applied the provisions of this amendment retrospectively. The adoption of this amendment did not impact the notes to the consolidated financial statements or the financial results.

In September 2011, the FASB issued an amendment to the goodwill impairment standard. This amendment is intended to reduce the cost and complexity of the annual impairment test by providing entities with the option of performing a qualitative assessment to determine whether further impairment testing is necessary. An entity can choose to perform the qualitative assessment on none, some, or all of its reporting units. Moreover, an entity can bypass the qualitative assessment for any reporting unit in any period and proceed directly to step one of the impairment test, and then perform a qualitative assessment in any subsequent period. The Company ~~early~~ adopted this amendment ~~for~~in ~~the~~ Fiscal 2012 ~~annual impairment tests which were performed during the fourth quarter of Fiscal 2012~~. This amendment does not impact our results of operations or financial position.

In June 2011, the FASB issued an amendment on the presentation of comprehensive income. This amendment is intended to improve comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. This amendment eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. Under this amendment, an entity can elect to present items of net income and other comprehensive income in one continuous statement or in two separate, but consecutive, statements. The statement(s) would need to be presented with equal prominence as the other primary financial statements. While the options for presenting other comprehensive income change under this amendment, many items will not change. Those items remaining the same include the items that constitute net income and other comprehensive income; when an item of other comprehensive income must be reclassified to net income; and the earnings-per-share computation. The Company isadopted ~~required to adopt~~ this amendment retrospectively on the first day of Fiscal 2013 by presenting other comprehensive income and its components as a separate financial statement. This adoption ~~will~~ only ~~impact~~impacted the presentation of the Company's financial statements, not the financial results.

In May 2011, the FASB issued an amendment to revise the wording used to describe the requirements for measuring fair value and for disclosing information about fair value measurements. For many of the requirements, the FASB does not intend for the amendments to result in a change in the application of the current requirements. Some of the amendments clarify the FASB’s intent about the application of existing fair value measurement requirements, such as specifying that the concepts of highest and best use and valuation premise in a fair value measurement are relevant only when measuring the fair value of nonfinancial assets. Other amendments change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements such as specifying that, in the absence of a Level 1 input (refer to Note 11 for additional information), a reporting entity should apply premiums or discounts when market participants would do so when pricing the asset or liability. The Company adopted this amendment on the first day of the fourth quarter of Fiscal 2012 and this adoption did not have an impact on the Company's financial statements.

In December 2010, the FASB issued an amendment to the disclosure requirements for Business Combinations. This amendment clarifies that if a public entity is required to disclose pro forma information for business combinations, the entity should disclose such pro forma information as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. This amendment also expands the supplemental pro forma disclosures for business combinations to include a description of the nature and amount of material nonrecurring pro forma adjustments directly attributable to the business combination included in reported pro forma revenue and earnings. The Company adopted this amendment on the first day of Fiscal 2012 and will apply such amendment for any business combinations that are material on an individual or aggregate basis if and when they occur.

42In December 2010, the FASB issued an amendment to the accounting requirements for Goodwill and Other Intangibles. This amendment modifies Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that impairment may exist. The Company adopted this amendment on the first day of Fiscal 2012. This adoption did not have an impact on the Company’s financial statements.

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

~~In December 2010, the FASB issued an amendment to the accounting requirements for Goodwill and Other Intangibles~~3. ~~This~~Discontinued amendment modifies Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that impairment may exist. The Company adopted this amendment on the first day of Fiscal 2012. This adoption did not have an impact on the Company’s financial statements.Operations

In ~~June~~the ~~2009~~third quarter of Fiscal 2013, the ~~FASB~~Company's ~~issued~~Board anof ~~amendment~~Directors approved management's plan to ~~the~~sell ~~accounting~~Shanghai ~~and~~LongFong ~~disclosure~~Foods ~~requirements~~("LongFong"), ~~for~~a ~~transfers~~maker of ~~financial~~frozen ~~assets.~~products ~~This~~in ~~amendment~~China ~~removes~~which was previously reported in the ~~concept~~Asia/Pacific segment. During the fourth quarter of aFiscal ~~qualifying~~2013, ~~special-purpose~~the ~~entity~~Company ~~and~~secured ~~requires~~an ~~that~~agreement with a ~~transferor~~buyer ~~recognize~~ and ~~initially~~expects ~~measure~~the atsale ~~fair~~to ~~value~~close ~~all~~during ~~assets~~the ~~obtained~~first ~~and~~quarter ~~liabilities~~of ~~incurred~~Fiscal as2014. As a result, ofLongFong's anet ~~transfer of financial~~ assets ~~accounted~~were ~~for~~classified as aheld for sale. ~~This~~and ~~amendment~~the ~~also~~Company ~~requires~~adjusted ~~additional~~the ~~disclosures~~carrying ~~about~~value ~~any~~to ~~transfers~~estimated offair ~~financial~~value, ~~assets~~recording ~~and~~ a ~~transferor’s~~$36.0 ~~continuing~~million ~~involvement~~pre-tax ~~with~~and ~~transferred~~after-tax ~~financial~~non-cash ~~assets.~~goodwill ~~The~~impairment ~~Company~~charge ~~adopted~~to ~~this~~discontinued ~~amendment~~operations onduring the ~~first~~third ~~day~~quarter of Fiscal ~~2011~~2013. The ~~This~~net ~~adoption~~assets ~~did~~held ~~not~~for ~~have~~sale arelated ~~material~~to ~~impact~~LongFong as of April 28, 2013 are reported in Other current assets, Other non-current assets, Other accrued liabilities and Other non-current liabilities on the ~~Company’s~~consolidated ~~financial~~balance ~~statements.~~sheet ~~Refer~~as toof ~~Note~~April 828, 2013 as they are not material for ~~additional~~separate ~~information~~balance sheet presentation.

InDuring ~~June 2009,~~ the ~~FASB~~first ~~issued~~quarter an amendment to the accounting and disclosure requirements for variable interest entities. This amendment changes how a reporting entity determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of ~~whether~~Fiscal ~~a reporting entity is required to consolidate another entity is based on~~2013, ~~among other things,~~ the ~~purpose~~Company ~~and~~completed ~~design of~~ the ~~other~~sale ~~entity and the reporting entity’s ability to direct the activities~~ of ~~the other entity that most significantly impact~~ its ~~economic performance~~U.S. ~~The~~Foodservice ~~amendment~~frozen ~~also~~desserts ~~requires~~business, ~~additional~~resulting ~~disclosures about a reporting entity’s involvement with variable interest entities and any significant changes~~ in ~~risk exposure due to that involvement. A reporting entity is required to disclose how its involvement with~~ a ~~variable interest entity affects the reporting entity’s financial statements~~$32.7 ~~The~~million ~~Company~~pre-tax ~~adopted this amendment on the first day of Fiscal 2011~~($21.1 ~~This~~million ~~adoption~~after-tax) ~~did~~loss ~~not~~which ~~have~~has abeen ~~material~~recorded ~~impact~~in ondiscontinued ~~the Company’s financial statements~~operations.

3. Productivity Initiatives



	Fiscal Year Ended
	April 28, 2013 FY 2013	April 29, 2012 FY 2012	April 27, 2011 FY 2011
	(In millions)
Sales	$47.7	$141.5	$148.0
Net after-tax losses	$(17.6)	$(51.2)	$(39.6)
Tax benefit on losses	$0.6	$1.4	$2.6

•On ~~The~~May ~~establishment~~26, of2011, athe ~~European~~Company ~~supply~~announced ~~chain~~that ~~hub~~it would invest in ~~the~~productivity ~~Netherlands~~initiatives induring ~~order~~Fiscal 2012 designed to ~~consolidate~~increase manufacturing effectiveness and ~~centralize~~efficiency ~~procurement,~~as ~~manufacturing,~~well ~~logistics~~as ~~and~~accelerate ~~inventory~~overall ~~control~~productivity ~~decisions~~on a global scale. The Company recorded costs related to these productivity initiatives of $205.4 million pre-tax ($144.0 million after-tax or $0.45 per share) during Fiscal 2012, all of which were reported in the Non-Operating segment. These pre-tax costs were comprised of the following:

• ~~The~~$50.9 ~~exit~~million ofrelating atto ~~least~~asset ~~five~~write-downs and accelerated depreciation for the closure of six factories, including two in Europe, ~~two~~three in the U.S., and one in Asia/Pacific ~~in order to enhance manufacturing effectiveness and efficiency~~, ~~and~~

• A$81.7 million for severance and employee benefit costs relating to the reduction of the global workforce by approximately ~~800 to~~ 1,~~000~~400 positions., and

~~The~~• ~~Company~~$72.9 ~~continued~~million toassociated ~~look~~with ~~for~~other ~~opportunities~~implementation ~~to drive shareholder value in this difficult economic environment~~costs, ~~and~~primarily infor ~~Fiscal~~professional ~~2012~~fees, ~~the~~contract ~~Company's~~termination ~~Board~~and ofrelocation ~~Directors~~costs ~~gave its approval~~ for the ~~Company~~establishment ~~to invest an incremental $40 million cash and $75 million~~ of ~~pre-tax income ($0.21 per share) on additional productivity initiatives. These projects included~~ the ~~closure~~European ofsupply ~~another~~chain ~~three~~hub ~~factories worldwide~~ and ~~further~~to ~~reduction~~improve ~~of the~~ global ~~workforce~~manufacturing ~~by more than 1,000 employees~~efficiencies.

~~The~~Of ~~Company~~the ~~recorded~~$205.4 ~~costs~~million ~~related~~total topre-tax ~~these~~charges ~~productivity~~in ~~initiatives~~Fiscal of2012, $~~224~~129.39 million ~~pre-tax~~was (recorded in cost of products sold and $~~162~~75.95 million in selling, general and administrative expenses (“SG&A”). In addition, after-tax orcharges of $018.509 ~~per~~million ~~share)~~were ~~during~~recorded ~~Fiscal~~in ~~2012,~~losses ~~all~~from ofdiscontinued ~~which~~operations ~~were~~for ~~reported~~Fiscal in2012, ~~the~~for ~~Non-Operating~~severance ~~segment~~and asemployee ~~disclosed~~benefit incosts ~~Note~~relating ~~16.~~to workforce reductions ~~These~~by ~~pre-tax~~approximately ~~costs~~1,500 ~~were~~positions ~~comprised~~and the closure of ~~the~~two ~~following:~~factories.

• ~~$58.7 million relating to asset write-downs and accelerated depreciation for the closure of eight factories, including two in Europe, three in the U.S. and three in Asia/Pacific,~~49

• $89.8 million for severance and employee benefit costs relating to the reduction of the global workforce by approximately 2,900 positions, and

• $75.8 million associated with other implementation costs, primarily for professional fees, contract termination and relocation costs for the establishment of the European supply chain hub and to improve global manufacturing efficiencies.

Of the $224.3 million total pre-tax charges in Fiscal 2012, $139.8 million was recorded in cost of products sold and $84.5 million in selling, general and administrative expenses (“SG&A”).

The Company does not include productivity charges in the results of its reportable segments. The pre-tax impact of allocating such charges to segment results would have been as follows:

	Fiscal 2012
	(In millions)
North American Consumer Products	$	25.6
Europe	56.4
Asia/Pacific	8465.57
U.S. Foodservice	52.8
Rest of World	4.4
Non-Operating	0.76
Total productivity charges	$	~~224~~205.34

(Totals may not add due to rounding)

Activity in other accrued liability balances for productivity charges were as follows:

	(In millions)
Fiscal 2012 productivity charges	$	165.6
Fiscal 2012 total company productivity charges	$	165.6
Cash payments	(111.0		)
Reserve balance at April 29, 2012	$	54.6

~~(Totals~~Cash ~~may~~payments ~~not~~against ~~add~~the ~~due~~other accrued liabilities related to ~~rounding)~~productivity initiatives of $44 million have been made during Fiscal 2013 and this Fiscal 2012 plan is now substantially complete.

The majority of the amount included in other accrued liabilities at April 29, 2012 related to these initiatives is expected to be paid in the first quarter of Fiscal 2013.

4. Discontinued Operations and Other Disposals

During the third quarter of Fiscal 2010, the Company completed the sale of its Appetizers And, Inc. frozen hors d’oeuvres business which was previously reported within the U.S. Foodservice segment, resulting in a $14.5 million pre-tax ($10.4 million after-tax) loss. Also during the third quarter of Fiscal 2010, the Company completed the sale of its private label frozen desserts business in the U.K., resulting in a $31.4 million pre-tax ($23.6 million after-tax) loss. During the second quarter of Fiscal 2010, the Company completed the sale of its Kabobs frozen hors d’oeuvres business which was previously reported within the U.S. Foodservice segment, resulting in a $15.0 million pre-tax ($10.9 million after-tax) loss. The losses on each of these transactions have been recorded in discontinued operations.

In accordance with accounting principles generally accepted in the United States of America, the operating results related to these businesses have been included in discontinued operations in the Company’s consolidated statements of income for Fiscal 2010. The following table presents summarized operating results for these discontinued operations:

	Fiscal Year Ended
	April 28, 2010
	FY 2010
	(In millions)
Sales	$	63.0
Net after-tax losses	$	(4.7	)
Tax benefit on losses	$	2.0

During the fourth quarter of Fiscal 2010, the Company received cash proceeds of $94.6 million from the government of the Netherlands for property the government acquired through eminent domain proceedings. The transaction includes the purchase by the government of the Company’s factory located in Nijmegen, which produces soups, pasta and cereals. The cash proceeds

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

are intended to compensate the Company for costs, both capital and expense, which are being incurred over a three year period from the date of the transaction, which is the length of time the Company has to exit the current factory location and construct certain new facilities. Note, the Company has and will incur costs to build an R&D facility in the Netherlands, costs to transfer a cereal line to another factory location, employee costs for severance and other costs directly related to the closure and relocation of the existing facilities. The Company also entered into a three-year leaseback on the Nijmegen factory. The Company will continue to operate in the leased factory while executing its plans for closure and relocation of the operations. The Company has accounted for the proceeds on a cost recovery basis. In doing so, the Company has made its estimates of cost, both of a capital and expense nature, to be incurred and recovered and to which proceeds from the transaction will be applied. Of the initial proceeds received, $81.2 million was deferred based on management’s total estimated future costs to be recovered and incurred and these deferred amounts are recognized as the related costs are incurred. If estimated costs differ from what is actually incurred, these adjustments will be reflected in earnings. As of April 29, 2012 and April 27, 2011, the remaining deferred amounts on the consolidated balance sheets were $20.7 million and $63.2 million, respectively, and were recorded in other non-current liabilities and other accrued liabilities. No significant adjustments were reflected in earnings in Fiscal 2012 and 2011. The excess of the $94.6 million of proceeds received over estimated costs to be recovered and incurred was $15.0 million and was recorded as a reduction of cost of products sold in the consolidated statement of income for the year ended April 28, 2010.


5.	Acquisitions

On April 1, 2011, the Company acquired an 80% stake in Coniexpress S.A. Industrias Alimenticias (“Coniexpress”), a leading Brazilian manufacturer of the Quero® brand of tomato-based sauces, tomato paste, ketchup, condiments and vegetables for $493.5 million in cash, which included $10.6 million of acquired cash and $60.1 million of short-term investments. The Company also incurred $11.3 million of pre-tax costs related to the acquisition, consisting primarily of professional fees, which were recorded in selling, general and administrative expenses in the Fiscal 2011 consolidated statement of income. ~~The~~During ~~Company~~Fiscal ~~has~~2013, the ~~right~~Company toacquired ~~exercise~~an aadditional ~~call option at any time requiring the minority partner to sell his 20~~15% ~~equity~~ interest, ~~while~~in ~~the~~Coniexpress ~~minority~~for ~~partner~~$80.1 ~~has~~million. See ~~the~~Note ~~right~~18 tofor ~~exercise~~further adetails ~~put~~regarding ~~option~~this ~~requiring~~redeemable ~~the~~noncontrolling ~~Company to purchase his 20% equity~~ interest ~~(see Note 18 for additional explanation)~~. The Coniexpress acquisition was accounted for as a business combination and, accordingly, the purchase price was allocated to the assets and liabilities based upon their estimated fair values as of the acquisition date. The allocations of the purchase price resulted in goodwill of $301.6 million, which was assigned to the Rest of World segment and is not deductible for tax purposes. In addition, $161.9 million of intangible assets were acquired, $142.0 million of which relate to trademarks which are not subject to amortization. The remaining $19.9 million represents customer-related assets which are being amortized over 15 years.

On November 2, 2010, the Company acquired Foodstar Holding Pte (“Foodstar”), a manufacturer of soy sauces and fermented bean curd in China for $165.4 million in cash, which included $30.0 million of acquired cash, as well as a potential earn-out payment in Fiscal 2014 contingent upon certain net sales and EBITDA (earnings before interest, taxes, depreciation and amortization) targets during Fiscals 2013 and 2014. In accordance with accounting principles generally accepted in the United States of America, a liability of $44.5 million was recognized for an estimate of the acquisition date fair value of the earn-out and is included in Other non-current liabilities. inThe ~~our~~fair ~~consolidated~~value ~~balance~~of ~~sheet~~the asearn-out ofwas ~~April 29,~~estimated ~~2012~~using a discounted cash flow model and ~~April 27,~~was ~~2011.~~based ~~Any~~on ~~change~~significant inputs not observed in the market and thus represented a Level 3 measurement. Key assumptions in determining the fair value of the earn-out ~~subsequent~~included the discount rate, and revenue and EBITDA projections for Fiscals 2013 and 2014. The Foodstar acquisition has been accounted for as a business combination and, accordingly, the purchase price has been allocated to the assets and liabilities based upon their estimated fair values as of the acquisition date,. ~~including~~The anallocations ~~increase~~of ~~resulting~~the ~~from~~purchase ~~the~~price ~~passage~~resulted in goodwill of ~~time~~$77.3 million, which was assigned to the Asia/Pacific segment and is not deductible for tax purposes. In addition, $70.7 million of intangible assets were acquired, $42.4 million of which relate to trademarks and ~~will~~are benot ~~recognized~~subject into ~~earnings~~amortization. inThe remaining $28.3 million are being amortized over a weighted average life of 31 years. During the ~~period~~third quarter of Fiscal 2013, the ~~estimated~~Company ~~fair~~renegotiated ~~value~~the ~~change~~terms ~~(see~~of ~~Note 11~~the earn-out agreement in order to give the Company additional flexibility in the future for ~~further~~growing ~~explanation)~~its business in China, one of its largest and most important emerging markets. This Arenegotiation ~~change~~resulted in ~~fair~~the ~~value~~settlement of the earn-out ~~could~~for ~~have~~ a ~~material~~cash ~~impact~~payment of $60.0 million, of which $15.5 million was reported in cash from operating activities and $44.5 million was reported in cash from financing activities on the consolidated cash flow statement for the year ended April 28, 2013. In addition, the Company’s ~~earnings~~incurred a $12.1 million charge in the ~~period~~year ofended April 28, 2013, which was recorded in SG&A on the ~~change~~consolidated income statement and in ~~estimate.~~the Non-Operating segment, for the difference between the

~~The~~ Foodstar acquisition has been accounted for as a business combination and, accordingly, the purchase price has been allocated to the assets and liabilities based upon their estimated fair values as of the acquisition date. The allocations of the purchase price resulted in goodwill of $77.3 million, which was assigned to the Asia/Pacific segment and is not deductible for tax purposes. In addition, $70.7 million of intangible assets were acquired, $42.4 million of which relate to trademarks and are not subject to amortization. The remaining $28.3 million are being amortized over a weighted average life of 31 years.50

During the third quarter of Fiscal 2010, the Company acquired Arthur’s Fresh Company, a chilled smoothies business in Canada for approximately $11 million in cash as well as an insignificant amount of contingent consideration. This acquisition has been accounted for as a business combination and accordingly, the purchase price has been allocated to assets and liabilities based upon their estimated fair values as of the acquisition date. The Company also made payments during Fiscal 2010 related to acquisitions completed in prior fiscal years, none of which were significant.

Operating results of the above-mentioned businesses acquired have been included in the consolidated statements of income from the respective acquisition dates forward. Pro forma results of the Company, assuming all of the acquisitions had occurred at the beginning of each period presented, would not be materially different from the results reported. There are no significant contingent payments, options or commitments associated with any of the acquisitions, except as disclosed above.

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

~~During~~settlement ~~Fiscal~~amount ~~2012,~~and ~~the~~current ~~Company~~carrying ~~acquired~~value ~~an additional 10% interest in P.T. Heinz ABC Indonesia for $54.8 million. P.T. Heinz ABC Indonesia is an Indonesian subsidiary~~ of the ~~Company~~earn-out ~~that manufacturers Asian sauces and condiments~~ as ~~well~~reported ason ~~juices and syrups. Prior to~~ the ~~transaction, the~~ Company's ~~owned~~balance ~~65%~~sheet ofat ~~this business. During Fiscal 2011,~~ the ~~Company~~date ~~acquired the remaining 21% interest in Heinz UFE Ltd., a Chinese subsidiary~~ of ~~the~~this ~~Company that manufactures infant feeding products, for $6.3 million. Prior to the~~ transaction~~, the Company was the owner of 79% of the business~~. ~~During~~ Fiscal 2010, the Company acquired the remaining 49% interest in Cairo Food Industries, S.A.E., an Egyptian subsidiary of the Company that manufactures ketchup, condiments and sauces, for $62.1 million. Prior to the transaction, the Company was the owner of 51% of the business. These purchases were accounted for primarily as a reduction in additional capital and noncontrolling interest on the consolidated statements of equity.

In Fiscal 2012, the Company acquired an additional 10% interest in P.T. Heinz ABC Indonesia for $54.8 million. P.T. Heinz ABC Indonesia is an Indonesian subsidiary of the Company that manufacturers Asian sauces and condiments as well as juices and syrups. Prior to the transaction, the Company owned 65% of this business. During Fiscal 2011, the Company acquired the remaining 21% interest in Heinz UFE Ltd., a Chinese subsidiary of the Company that manufactures infant feeding products, for $6.3 million. Prior to the transaction, the Company owned 79% of the business.


6.	Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill for the fiscal year ended April 2928, ~~2012~~2013, by reportable segment, are as follows:

	NorthAmericanConsumerProducts			Europe			Asia/Pacific			U.S.Foodservice			Rest ofWorld			Total
							(In thousands)
Balance at April 28, 2010	$	1,102,891		$	1,106,744		$	289,425		$	257,674		$	14,184		$	2,770,918
Balance at April 27, 2011	$	1,111,737		$	1,221,240		$	392,080		$	257,674		$	315,710		$	3,298,441
Acquisitions	—			—			77,345			—			300,227			377,572
Purchase accounting adjustments	—			(278		)	(10,688		)	—			—			(10,966		)
Translation adjustments	8,846			114,774			35,998			—			1,299			160,917
Balance at April 27, 2011	1,111,737			1,221,240			392,080			257,674			315,710			3,298,441
Purchase accounting adjustments	—			(600		)	—			—			1,380			780
Disposals	—			(1,532		)	—			—			—			(1,532		)
Translation adjustments	(4,662		)	(73,820		)	3,119			—			(36,799		)	(112,162		)
Balance at April 29, 2012	$1,107,075	~~1,107,075~~		$1,145,288	~~1,145,288~~		$395,199	~~395,199~~		$257,674	~~257,674~~		$280,291	~~280,291~~		$3,185,527	~~3,185,527~~
Disposals	—			(527		)	—			(899		)	—			(1,426		)
Impairment loss	—			—			(36,000		)	—			—			(36,000		)
Goodwill allocated to discontinued operations	—			—			(4,952		)	—			—			(4,952		)
Translation adjustments	(5,148		)	(39,300		)	5,595			—			(25,046		)	(63,899		)
Balance at April 28, 2013	$	1,101,927		$	1,105,461		$	359,842		$	256,775		$	255,245		$	3,079,250

As a result of classifying the LongFong business as held for sale, the Company took a non-cash impairment charge of $36.0 million to goodwill based on the fair value of the business based on the anticipated sale. During the ~~fourth~~second quarter of Fiscal ~~2012~~2013, the Company changed its annual goodwill impairment testing date from the fourth quarter to the third quarter of each year. As such, the Company completed its annual impairment ~~review~~assessment of goodwill ~~and~~during ~~indefinite-lived~~the ~~intangible~~third ~~assets.~~quarter of Fiscal 2013. No additional impairments were identified during the Company’'s annual assessment of goodwill. Total goodwill accumulated impairment losses for the Company since Fiscal 2003 were $120.6 million consisting of $54.5 million for Europe, $38.7 million for Asia/Pacific and ~~indefinite-lived~~$27.4 ~~intangible~~million ~~assets~~for Rest of World as of April 28, 2013. Total goodwill accumulated impairment losses for the Company since Fiscal 2003 were $84.7 million consisting of $54.5 million for Europe, $2.7 million for Asia/Pacific and $27.4 million for Rest of World as of April 29, 2012 and April 27, 2011.

During the fourth quarter of Fiscal 2013, the Company completed its annual review of indefinite-lived intangible assets. No impairments were identified during the Company’s annual assessment of indefinite-lived intangible assets.

During the second quarter of Fiscal 2012, the Company finalized the purchase price allocation for the Coniexpress acquisition in Brazil resulting primarily in immaterial adjustments between goodwill, income taxes and non-pension postretirement benefits.

~~During~~ the fourth quarter of Fiscal 2011, the Company finalized the purchase price allocation for the Foodstar acquisition resulting primarily in immaterial adjustments between goodwill, accrued liabilities and income taxes. All of the Fiscal 2011 purchase accounting adjustments reflected in the above table relate to acquisitions completed prior to April 30, 2009, the first day of Fiscal 2010. Total goodwill accumulated impairment losses for the Company since Fiscal 2003 were $84.7 million consisting of $54.5 million for Europe, $2.7 million for Asia/Pacific and $27.4 million for Rest of World as of April 28, 2010, April 27, 2011 and April 29, 2012.51

Trademarks and other intangible assets at April 29, 2012 and April 27, 2011, subject to amortization expense, are as follows:

	April 29, 2012							April 27, 2011
	Gross		Accum Amort			Net		Gross		Accum Amort			Net
						(In thousands)
Trademarks	$	282,937	$	(87,925	)	$	195,012	$	297,020	$	(83,343	)	$	213,677
Licenses	208,186		(163,945		)	44,241		208,186		(158,228		)	49,958
Recipes/processes	89,207		(35,811		)	53,396		90,553		(31,988		)	58,565
Customer-related assets	216,755		(69,244		)	147,511		224,173		(57,555		)	166,618
Other	48,643		(25,442		)	23,201		79,045		(54,833		)	24,212
	$	845,728	$	(382,367	)	$	463,361	$	898,977	$	(385,947	)	$	513,030

Amortization expense for trademarks and other intangible assets was $31.8 million, $29.0 million and $28.2 million for the fiscal years ended April 29, 2012, April 27, 2011 and April 28, 2010, respectively. The remaining reduction in net trademarks and other intangible assets, subject to amortization expense, since April 27, 2011 is primarily due to translation adjustments. Based upon the amortizable intangible assets recorded on the balance sheet as of April 29, 2012, amortization expense for each of the

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

~~next~~Trademarks ~~five~~and ~~fiscal~~other ~~years~~intangible isassets ~~estimated~~at April 28, 2013 and April 29, 2012, subject to beamortization ~~approximately~~expense, ~~$30~~are ~~million.~~as follows:

Intangible assets not subject to amortization at April 29, 2012 totaled $1,035.3 million and consisted of $895.9 million of trademarks, $119.3 million of recipes/processes, and $20.1 million of licenses. Intangible assets not subject to amortization at April 27, 2011 totaled $1,085.7 million and consisted of $942.5 million of trademarks, $122.5 million of recipes/processes, and $20.7 million of licenses. The reduction in intangible assets, not subject to amortization expense, since April 27, 2011 is primarily due to translation adjustments.



	April 28, 2013							April 29, 2012
	Gross		Accum Amort			Net		Gross		Accum Amort			Net
						(In thousands)
Trademarks	$	282,350	$	(91,923	)	$	190,427	$	282,937	$	(87,925	)	$	195,012
Licenses	208,186		(169,666		)	38,520		208,186		(163,945		)	44,241
Recipes/processes	86,686		(37,907		)	48,779		89,207		(35,811		)	53,396
Customer-related assets	209,428		(77,310		)	132,118		216,755		(69,244		)	147,511
Other	50,606		(26,202		)	24,404		48,643		(25,442		)	23,201
	$	837,256	$	(403,008	)	$	434,248	$	845,728	$	(382,367	)	$	463,361

Amortization expense for trademarks and other intangible assets was $30.9 million, $31.8 million and $29.0 million for the fiscal years ended April 28, 2013, April 29, 2012 and April 27, 2011, respectively. Based upon the amortizable intangible assets recorded on the balance sheet as of April 28, 2013, amortization expense for each of the next five fiscal years is estimated to be approximately $31 million.

Intangible assets not subject to amortization at April 28, 2013 totaled $981.3 million and consisted of $846.9 million of trademarks, $115.0 million of recipes/processes, and $19.4 million of licenses. Intangible assets not subject to amortization at April 29, 2012 totaled $1,035.3 million and consisted of $895.9 million of trademarks, $119.3 million of recipes/processes, and $20.1 million of licenses. The reduction in intangible assets, not subject to amortization expense, since April 29, 2012 is primarily due to translation adjustments and $14.6 million of intangible assets allocated to discontinued operations.


7.	Income Taxes

The following table summarizes the provision/(benefit) for U.S. federal, state and foreign taxes on income from continuing operations.

	2012			2011			2010
	2013			2012			2011
	(In thousands)
Current:
U.S. federal	$	~~110~~126,~~354~~878		$	38112,~~686~~064		$	~~(24~~41,~~446~~673	)
State	1214,~~048~~622			1412,~~507~~326			~~(809~~14,992		)
Foreign	~~215~~187,~~949~~363			~~161~~216,~~303~~076			~~163~~161,~~241~~355
	338,351			214,496			137,986
	328,863			340,466			218,020
Deferred:
U.S. federal	(1613,~~262~~589		)	~~123~~(16,~~601~~884		)	~~165~~122,~~141~~757
State	~~4,186~~894			(4,~~318~~124		)	8(4,~~141~~402		)
Foreign	(8274,~~740~~570		)	34(82,~~442~~740		)	4734,~~246~~442
	(94,816		)	153,725			220,528
	(87,265		)	(95,500		)	152,797
Provision for income taxes	$	~~243~~241,~~535~~598		$	~~368~~244,~~221~~966		$	~~358~~370,~~514~~817

Tax benefits related to stock options and other equity instruments recorded directly to additional capital totaled $1620.8 million in Fiscal ~~2012~~2013, $2116.48 million in Fiscal ~~2011~~2012 and $921.34 million in Fiscal ~~2010~~2011.

The components of income from continuing operations before income taxes consist of the following:

	2012		2011		2010
	2013		2012		2011
	(In thousands)
Domestic	$	~~312~~378,~~197~~283	$	~~463~~315,~~142~~741	$	~~499~~470,~~059~~646
Foreign	~~871~~965,~~246~~360		~~911~~920,~~027~~348		~~791~~945,~~395~~676
From continuing operations	$	1,~~183~~343,~~443~~643	$	1,~~374~~236,~~169~~089	$	1,~~290~~416,~~454~~322

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

The differences between the U.S. federal statutory tax rate and the Company’s consolidated effective tax rate on continuing operations are as follows:

	2012		2011		2010
	2013		2012		2011
U.S. federal statutory tax rate	35.0	%	35.0	%	35.0	%
Tax on income of foreign subsidiaries	(87.7	)	(58.67	)	(45.36	)
Changes in valuation allowances	20.69		(01.25	)	(0.28	)
Earnings repatriation	20.19		32.0		1.2.9
Tax free interest	(54.67	)	(45.24	)	(4.61	)
Effects of revaluation of tax basis of foreign assets	(36.32	)	(13.62	)	(01.56	)
Audit settlements and changes in uncertain tax positions	(20.13	)	—(2.0	)	~~(1.3~~—	)
Other	0.61		0.46		20.14
Effective tax rate	2018.60	%	2619.8	%	2726.82	%

The decrease in the effective tax rate is primarily the result of ~~the~~ increased benefits from the revaluation of the tax basis of certain foreign assets, which includes our Fiscal 2013 reorganization, and reduced charges for the repatriation of current year foreign earnings. See below for further explanation of the revaluation. These amounts were partially offset by lower current year benefits from tax free interest and tax on income of foreign subsidiaries. The prior year also contained a benefit from the resolution of a foreign tax case. Both periods contained a benefit of approximately $15 million from the reversal of an uncertain tax position liability due to the expiration of the statute of limitations in a foreign tax jurisdiction as well as benefits in each year related to 200 basis point statutory tax rate reductions in the United Kingdom. The decrease in the effective tax rate in Fiscal 2012 was primarily the result of increased benefits from the revaluation of the tax basis of foreign assets, the reversal of an uncertain tax position liability due to the expiration of the statute of limitations in a foreign jurisdiction, the beneficial resolution of a foreign tax case, and lower tax on the income of foreign subsidiaries primarily resulting from a statutory tax rate reduction in the U.K. These benefits were partially offset by changes in valuation allowances. The effective tax rate in Fiscal 2011 was impacted by lower benefits from foreign tax planning and higher costs for repatriation of earnings, partially offset by a net benefit related to changes in valuation allowances.

47During the second quarter of Fiscal 2013, the Company completed a tax-free reorganization in a foreign jurisdiction which resulted in an increase in the tax basis of both fixed and intangible assets. The increased tax basis resulted in a $63.0 million discrete tax benefit fully recognized in the second quarter and is expected to provide cash flow benefits of approximately $91 million over the next 10 years as a result of the tax deductions of the assets over their amortization periods.

During the first quarter of Fiscal 2013, a foreign subsidiary of the Company exercised a tax option under local law to revalue certain of its intangible assets, increasing the local tax basis by $82.1 million. This revaluation resulted in a reduction of tax expense in Fiscal 2013, fully recognized in the first quarter, of $12.9 million, reflecting the deferred tax benefit from the higher tax basis partially offset by the tax liability arising from this revaluation of $13.1 million.

The tax benefit from the higher basis amortization of both revaluations above will result in a reduction in cash taxes over the 20 year tax amortization period of approximately $95 million. Also, as a result of these taxable revaluations, the subsidiary made tax payments of $17.9 million and $10.4 million during the second quarters Fiscal 2013 and Fiscal 2012, respectively, and is expected to make additional payments of approximately $16 million and $4 million during Fiscals 2014 and 2015, respectively.

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

~~from a statutory tax rate reduction in the U.K. These benefits were partially offset by the current year expense for changes in valuation allowances.~~ The ~~decrease~~following intable ~~the~~and ~~effective~~note ~~tax~~summarize ~~rate~~deferred ~~in Fiscal 2011 was primarily the result of increased benefits from foreign~~ tax ~~planning~~(assets) and ~~increased~~deferred tax ~~exempt~~liabilities ~~foreign~~as ~~income, partially offset by higher taxes on repatriation~~ of ~~earnings. The~~April 28, ~~effective~~2013 ~~tax~~and ~~rate~~April 29, ~~in Fiscal 2010 was impacted by higher taxes on the income of foreign subsidiaries partially offset by lower earnings repatriation costs~~2012.

During the second quarter of Fiscal 2012, a foreign subsidiary of the Company exercised a tax option under local law to revalue certain of its intangible assets, increasing the local tax basis by approximately $220.2 million. This revaluation resulted in a reduction in Fiscal 2012 tax expense, fully recognized in Fiscal 2012, of $34.9 million reflecting the deferred tax benefit from the higher tax basis partially offset by the current tax liability arising from this revaluation of $34.8 million. The subsidiary paid $10.4 million of the $34.8 million during Fiscal 2012 and will pay approximately $13.9 million in Fiscal 2013 with the remainder due during Fiscal 2014. The tax benefit from the higher basis amortization will result in a reduction in cash taxes over the five year amortization period totaling approximately $69.1 million partially offset by the $34.8 million aforementioned tax payments.



	2013			2012
	(In thousands)
Depreciation/amortization	$	833,008		$	910,987
Benefit plans	41,354			59,647
Deferred income	97,482			96,472
Financing costs	117,161			117,670
Other	46,510			48,371
Deferred tax liabilities	1,135,515			1,233,147
Operating loss carryforwards	(90,790		)	(141,358		)
Benefit plans	(211,658		)	(195,697		)
Depreciation/amortization	(158,194		)	(147,745		)
Tax credit carryforwards	(111,431		)	(81,703		)
Deferred income	(18,596		)	(20,286		)
Other	(97,894		)	(96,502		)
Deferred tax assets	(688,563		)	(683,291		)
Valuation allowance	46,069			90,553
Net deferred tax liabilities	$	493,021		$	640,409

The ~~following~~Company ~~table~~also ~~and~~has ~~note~~foreign ~~summarize~~ deferred tax (assets) and ~~deferred~~valuation ~~tax~~allowances ~~liabilities~~of $117.9 million as of April 2928, ~~2012~~2013, each related to statutory increases in the capital tax bases of certain internally generated intangible assets for which the probability of realization is remote. The table above excludes foreign deferred tax assets of $55.1 million, deferred tax liabilities of $5.2 million and a valuation allowance of $54.3 million related to a business classified as held for sale as of April 2728, ~~2011~~2013.

	2012			2011
	(In thousands)
Depreciation/amortization	$	910,987		$	916,716
Benefit plans	59,647			93,916
Deferred income	96,472			126,917
Financing costs	117,670			118,118
Other	48,371			48,839
Deferred tax liabilities	1,233,147			1,304,506
Operating loss carryforwards	(141,358		)	(120,261		)
Benefit plans	(195,697		)	(168,001		)
Depreciation/amortization	(147,745		)	(86,044		)
Tax credit carryforwards	(81,703		)	(46,452		)
Deferred income	(20,286		)	(24,235		)
Other	(96,502		)	(105,327		)
Deferred tax assets	(683,291		)	(550,320		)
Valuation allowance	90,553			64,386
Net deferred tax liabilities	$	640,409		$	818,572

The Company also has foreign deferred tax assets and valuation allowances of $127.7 million as of April 29, 2012, each related to statutory increases in the capital tax bases of certain internally generated intangible assets for which the probability of realization is remote.

The resolution of tax reserves and changes in valuation allowances could be material to the Company’s results of operations for any period, but is not expected to be material to the Company’s financial position.

At the end of Fiscal ~~2012~~2013, foreign operating loss carryforwards totaled $~~493~~309.45 million. Of that amount, $~~252~~86.76 million expire between ~~2013~~2014 and ~~2028~~2031; the other $~~240~~222.79 million do not expire. Deferred tax assets of $4975.13 million have been recorded for foreign tax credit carryforwards. These credit carryforwards expire between 2020 and ~~2022~~2023. Deferred tax assets of $~~11.~~9.7 million have been recorded for state operating loss carryforwards. These losses expire between ~~2013~~2014 and ~~2032~~2033. Additionally, the Company has incurred losses in a foreign jurisdiction where the realization of ~~the~~a ~~future~~tax ~~economic~~ benefit is soconsidered remote ~~that~~and, ~~the~~as ~~benefit~~a isresult, ~~not~~the ~~reflected~~Company ashas ano deferred tax asset recognized for such losses.

The net change in the Fiscal ~~2012~~2013 valuation allowance shown above is a decrease of $44.5 million. The decrease was primarily due to the classification of a foreign business as held for sale. The net change in the Fiscal 2012 valuation allowance was an increase of $26.2 million. The increase was primarily due to the recording of additional valuation allowance for foreign loss carryforwards that are not expected to be utilized, partially offset by the release of valuation allowance related to state tax loss and credit carryforwards that are now expected to be utilized. The net change in the Fiscal 2011 valuation allowance was an increase of $1.9 million. The increase was primarily due to the recording of additional valuation allowance for foreign loss carryforwards that are not expected to be utilized prior to their expiration date, partially offset by a reduction in unrealizable net state deferred tax assets.

48 54

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

The net change in the Fiscal 2011 valuation allowance was an increase of $1.9 million. The increase was primarily due to the recording of additional valuation allowance for foreign loss carryforwards that are not expected to be utilized, partially offset by the release of valuation allowance related to state tax loss and credit carryforwards that are now expected to be utilized. The net change in the Fiscal 2010 valuation allowance was an increase of $3.4 million. The increase was primarily due to the recording of additional valuation allowance for foreign loss carryforwards that are not expected to be utilized prior to their expiration date, partially offset by a reduction in unrealizable net state deferred tax assets.

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:

	2012			2011			2010
	2013			2012			2011
	(In millions)
Balance at the beginning of the fiscal year	$	7052.7		$	5770.17		$	8657.61
Increases for tax positions of prior years	51.29			~~13.~~5.2			313.75
Decreases for tax positions of prior years	(188.06		)	(2618.0		)	(3526.40		)
Increases based on tax positions related to the current year	313.79			103.87			10.48
Increases due to business combinations	—			~~26.9~~—			—26.9
Decreases due to settlements with taxing authorities	(24.21		)	(52.42		)	(05.84		)
Decreases due to lapse of statute of limitations	(610.74		)	(6.27		)	(76.42		)
Balance at the end of the fiscal year	$	5245.74		$	7052.7		$	5770.17

The amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate was $38.93 million and $5638.59 million, on April 2928, ~~2012~~2013 and April 2729, ~~2011~~2012, respectively.

The Company classifies interest and penalties on tax uncertainties as a component of the provision for income taxes. For Fiscal ~~2012~~2013, the total amount of net interest and penalty expense included in the provision for income taxes was a benefit of $94.52 million and $46.73 million, respectively. For Fiscal ~~2011~~2012, the total amount of net interest and penalty expense included in the provision for income taxes was a benefit of $19.35 million and $04.17 million, respectively. For Fiscal ~~2010~~2011, the total amount of net interest and penalty expense included in the provision for income taxes was a benefit of $51.23 million and $1.0.1 million, respectively. The total amount of interest and penalties accrued as of April 2928, ~~2012~~2013 was $168.05 million and $136.89 million, respectively. The corresponding amounts of accrued interest and penalties at April 2729, ~~2011~~2012 were $2716.30 million and $2113.18 million, respectively.

It is reasonably possible that the amount of unrecognized tax benefits will decrease by as much as $2616.29 million in the next 12 months primarily due to the expiration of statutes in various foreign jurisdictions along with the progression of state and foreign audits in process.

The provision for income taxes consists of provisions for federal, state and foreign income taxes. The Company operates in an international environment with significant operations in various locations outside the U.S. Accordingly, the consolidated income tax rate is a composite rate reflecting the earnings in various locations and the applicable tax rates. In the normal course of business the Company is subject to examination by taxing authorities throughout the world, including such major jurisdictions as Australia, Canada, Italy, the United Kingdom and the United States. The Company has substantially concluded all national income tax matters for years through Fiscal ~~2009~~2010 for the U.S. and United Kingdom, through Fiscal 2009 for Italy, and through Fiscal ~~2007~~2008 for Australia, ~~Canada,~~ and ~~Italy~~Canada.

Undistributed earnings of foreign subsidiaries considered to be indefinitely reinvested or which may be remitted tax free in certain situations, amounted to $5.17 billion at April 2928, ~~2012~~2013. The Company has not determined the deferred tax liability associated with these undistributed earnings, as such determination is not practicable. See Note 21 for a discussion of the Merger Agreement consummated on June 7, 2013. The Company's provision for income taxes for the year ended April 28, 2013 does not include any effects of the Merger including the effects of any related changes in plans for the reinvestment of undistributed earnings of foreign subsidiaries.

498.Debt and Financing Arrangements

Short-term debt consisted of bank debt and other borrowings of $1.14 billion and $46.5 million as of April 28, 2013 and April 29, 2012, respectively. The weighted average interest rate was 1.4% and 5.1% for Fiscal 2013 and Fiscal 2012, respectively. See below for further discussion of a short-term credit agreement entered into in April 2013.

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

8.Long-term ~~Debt~~debt was comprised of the following as of April 28, 2013 and ~~Financing~~April 29, ~~Arrangements~~2012:

Short-term debt consisted of bank debt and other borrowings of $46.5 million and $87.8 million as of April 29, 2012 and April 27, 2011, respectively. The weighted average interest rate was 5.1% and 3.4% for Fiscal 2012 and Fiscal 2011, respectively.



	2013			2012
	(In thousands)
Japanese Yen Credit Agreement due October 2012 (variable rate)	—			186,869
Other U.S. Dollar Debt due May 2013 — November 2034 (0.94%—7.96%)	25,688			43,164
Other Non-U.S. Dollar Debt due May 2013 — May 2023 (3.50%—11.00%)	56,293			64,060
5.35% U.S. Dollar Notes due July 2013	499,993			499,958
8.0% Heinz Finance Preferred Stock due July 2013	350,000			350,000
Japanese Yen Credit Agreement due December 2013 (variable rate)	163,182			199,327
U.S. Dollar Private Placement Notes due May 2014 — May 2021 (2.11% - 4.23%)	500,000			500,000
Japanese Yen Credit Agreement due October 2015 (variable rate)	152,983			—
U.S. Dollar Private Placement Notes due July 2016 — July 2018 (2.86% - 3.55%)	100,000			100,000
2.00% U.S. Dollar Notes due September 2016	299,933			299,913
1.50% U.S. Dollar Notes due March 2017	299,648			299,556
U.S. Dollar Remarketable Securities due December 2020	119,000			119,000
3.125% U.S. Dollar Notes due September 2021	395,772			395,268
2.85% U.S. Dollar Notes due March 2022	299,565			299,516
6.375% U.S. Dollar Debentures due July 2028	231,396			231,137
6.25% British Pound Notes due February 2030	192,376			202,158
6.75% U.S. Dollar Notes due March 2032	435,185			435,112
7.125% U.S. Dollar Notes due August 2039	628,082			626,747
	4,749,096			4,851,785
Hedge Accounting Adjustments (See Note 13)	122,455			128,444
Less portion due within one year	(1,023,212		)	(200,248		)
Total long-term debt	$	3,848,339		$	4,779,981
Weighted-average interest rate on long-term debt, including the impact of applicable interest rate swaps	4.07		%	4.28		%

~~Long-term~~During ~~debt~~the ~~was~~first ~~comprised~~quarter of Fiscal 2013, the ~~following~~Company asterminated ofits ~~April 29,~~variable rate three year 15 billion Japanese yen denominated credit agreement that was due October 2012, and ~~April 27~~settled the associated swap, ~~2011:~~which had an immaterial impact to the Company's consolidated statement of income. In addition, the Company entered into a new variable rate three year 15 billion Japanese yen denominated credit agreement. The proceeds were swapped to $188.5 million U.S. dollars and the interest rate was fixed at 2.22%.

	2012			2011
	(In thousands)
Commercial Paper (variable rate)	$	—		$	—
6.625% U.S. Dollar Notes due July 2011	—			749,982
6.00% U.S. Dollar Notes due March 2012	—			599,631
Other U.S. Dollar Debt due May 2012 — November 2034 (1.08%—7.89%)	43,164			112,829
Other Non-U.S. Dollar Debt due May 2012 — May 2023 (3.50%—11.25%)	64,060			67,964
Japanese Yen Credit Agreement due October 2012 (variable rate)	186,869			182,571
5.35% U.S. Dollar Notes due July 2013	499,958			499,923
8.0% Heinz Finance Preferred Stock due July 2013	350,000			350,000
Japanese Yen Credit Agreement due December 2013 (variable rate)	199,327			194,742
U.S. Dollar Private Placement Notes due May 2014 — May 2021 (2.11% - 4.23%)	500,000			—
U.S. Dollar Private Placement Notes due July 2016 — July 2018 (2.86% - 3.55%)	100,000			—
2.00% U.S. Dollar Notes due September 2016	299,913			—
1.50% U.S. Dollar Notes due March 2017	299,556			—
U.S. Dollar Remarketable Securities due December 2020	119,000			119,000
3.125% U.S. Dollar Notes due September 2021	395,268			—
2.85% U.S. Dollar Notes due March 2022	299,516			—
6.375% U.S. Dollar Debentures due July 2028	231,137			230,878
6.25% British Pound Notes due February 2030	202,158			206,590
6.75% U.S. Dollar Notes due March 2032	435,112			435,038
7.125% U.S. Dollar Notes due August 2039	626,747			625,569
	4,851,785			4,374,717
Hedge Accounting Adjustments (See Note 13)	128,444			150,543
Less portion due within one year	(200,248		)	(1,447,132		)
Total long-term debt	$	4,779,981		$	3,078,128
Weighted-average interest rate on long-term debt, including the impact of applicable interest rate swaps	4.28		%	4.23		%

At April 28, 2013, the Company had a $1.5 billion credit agreement which expires in June 2016. This credit agreement supported the Company's commercial paper borrowings. In April 2013, the Company entered into a new $1.5 billion 1.28% credit agreement under which it borrowed $1.1 billion primarily to pay off all of the outstanding commercial paper. Both credit agreements were terminated on June 7, 2013 in conjunction with the closing of the Merger Agreement. See Note 21 for further explanation of the financing implications on the Company's indebtedness as a result of this Merger Agreement. In addition, the Company has $438 million of foreign lines of credit available at April 28, 2013.

During the ~~first~~fourth quarter of Fiscal 2012, the Company ~~modified~~issued ~~its~~ $300 million 1.250% ~~billion~~Notes ~~credit~~due ~~agreement~~2017 toand ~~increase~~$300 million 2.85% Notes due 2022. During the ~~available~~second ~~borrowings~~quarter ~~under~~of Fiscal 2012, the ~~facility~~Company toissued $1300 million 2.500% ~~billion~~Notes asdue ~~well~~2016 asand to$400 ~~extend~~million ~~its~~3.125% ~~maturity~~Notes ~~date~~due ~~from~~2021. During ~~April~~the first quarter of Fiscal 2012, tothe ~~June~~Company ~~2016. The~~issued $~~1.5~~500 ~~billion~~million ~~credit~~of ~~agreement~~private ~~supports~~placement ~~the~~notes ~~Company's~~at ~~commercial~~an ~~paper~~average ~~borrowings. As~~interest arate ~~result,~~of ~~the~~3.48% ~~commercial~~with ~~paper~~maturities ~~borrowings~~of three, iffive, ~~any~~seven and ten years. Additionally, ~~are~~during ~~classified~~the asfirst ~~long-term~~quarter ~~debt~~of ~~based~~Fiscal ~~upon~~2012, the Company's ~~intent~~issued ~~and~~$100 ~~ability~~million toof ~~refinance~~private ~~these~~placement ~~borrowings~~notes onat aan ~~long-term~~average ~~basis.~~interest ~~There~~rate ~~were~~of no3.38% ~~commercial~~with ~~paper~~maturities ~~borrowings~~of ~~outstanding~~five atand ~~April 29,~~seven ~~2012~~years. In The ~~addition,~~prior ~~the~~year ~~Company~~proceeds ~~has~~were ~~$500~~used ~~million~~for the repayment of ~~foreign~~commercial ~~lines~~paper ofand ~~credit~~to ~~available~~pay atoff ~~April 29,~~the ~~2012.~~Company's In$750 ~~anticipation~~million of ~~these~~notes ~~Fiscal~~which ~~2012~~matured ~~modifications~~on ~~above~~July 15, ~~the~~2011 ~~Company~~and ~~terminated a~~ $~~500~~600 million ~~credit~~notes ~~agreement~~which ~~during~~matured ~~April~~on ~~2011.~~March 15, 2012.

~~During~~Certain ~~the fourth quarter~~ of ~~Fiscal 2012,~~ the Company's ~~issued~~debt ~~$300~~agreements ~~million~~contain ~~1.50%~~customary ~~Notes due 2017 and $300 million 2.85% Notes due 2022. During the second quarter of Fiscal 2012~~covenants, ~~the~~including ~~Company~~a ~~issued~~leverage ~~$300~~ratio ~~million 2~~covenant.~~00%~~ ~~Notes~~The ~~due 2016 and $400 million 3.125% Notes due 2021. During the first quarter of Fiscal 2012, the~~ Company ~~issued~~was ~~$500~~in ~~million~~compliance ~~of private placement notes at an average interest rate of 3.48%~~ with ~~maturities~~all of ~~three,~~its ~~five,~~covenants ~~seven~~as ~~and ten years. Additionally, during the first quarter~~ of Fiscal 2012, the Company issued $100 million of private placement notes at an average interest rate of 3.38% with maturities of five and seven years. The current year proceeds were used for the repayment of commercial paper and to pay off the Company's $750 million of notes which matured on JulyApril 1528, ~~2011~~2013 and ~~$600 million notes which matured on March~~April 1529, 2012.

50 56

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

During the third quarter of Fiscal 2011, the Company entered into a variable rate, three-year 16 billion Japanese yen denominated credit agreement. The proceeds were used in the funding of the Foodstar acquisition and for general corporate purposes and were swapped to $193.2 million and the interest rate was fixed at 2.66%. See Note 13 for additional information.

Certain of the Company's debt agreements contain customary covenants, including a leverage ratio covenant. The Company was in compliance with all of its covenants as of April 29, 2012 and April 27, 2011.

During the second quarter Fiscal 2010, H.J. Heinz Finance Company ("HFC"), a subsidiary of Heinz, issued $681 million of 7.125% notes due 2039 and paid $217.5 million of cash, in exchange for $681 million of its outstanding 15.59% dealer remarketable securities due December 1, 2020. In addition, HFC terminated a portion of the remarketing option by paying the remarketing agent a cash payment of $89.0 million. The exchange transaction was accounted for as a modification of debt. Accordingly, cash payments used in the exchange, including the payment to the remarketing agent, were accounted for as a reduction in the book value of the debt, and are being amortized to interest expense under the effective yield method. Additionally, the Company terminated its $175 million notional total rate of return swap in the second quarter of Fiscal 2010 in connection with the dealer remarketable securities exchange transaction. See Note 13 for additional information.

During the third quarter of Fiscal 2012, the Company remarketed the remaining $119 million remarketable securities at a rate of 6.049%. The next remarketing is scheduled for December 1, 2014. On the same date, the Company entered into a total rate of return swap with a notional amount of $119 million as an economic hedge to reduce the interest cost related to these remarketable securities. See Note 13 for further details. If these securities are not remarketed, then the Company is required to repurchase all of the remaining securities at 100% of the principal amount plus accrued interest. If the Company purchases or otherwise acquires these securities from the holders, the Company is required to pay to the holder of the remaining remarketing option the option settlement amount. This value fluctuates based on market conditions.

HFC’s 3,500 mandatorily redeemable preferred shares are classified as long-term debt. Each share of preferred stock is entitled to annual cash dividends at a rate of 8% or $8,000 per share. On July 15, 2013, each share will be redeemed for $100,000 in cash for a total redemption price of $350 million.

Annual maturities of long-term debt during the next five fiscal years are $~~200~~1.202 ~~million~~billion in ~~2013~~2014, $~~1,093~~73.97 million in ~~2014~~2015, $60163.31 million in ~~2015~~2016, $5738.32 million in ~~2016~~2017 and $~~734~~2.16 million in ~~2017~~2018.

InDuring the first quarter of Fiscal ~~2010~~2013, the Company entered into aan ~~three-year~~amendment of its $175 million accounts receivable securitization program that extended the term until June 7, 2013. ~~Under~~ For the ~~terms~~sale of receivables under the ~~agreement~~program, the Company ~~sells,~~receives oncash aconsideration ~~revolving~~of ~~basis,~~up ~~U.S.~~to ~~trade~~$175 ~~receivables~~million toand a ~~wholly-owned,~~receivable ~~bankruptcy-remote-subsidiary~~for the remainder of the purchase price (the "Deferred Purchase Price"). ~~This~~The ~~subsidiary~~cash ~~then~~consideration ~~sells~~and ~~all~~the carrying amount of receivables removed from the ~~rights,~~consolidated ~~title~~balance sheets were $158.7 million and ~~interest~~$161.8 inmillion ~~these~~as ~~receivables~~of April 28, ~~all~~2013 ofand ~~which~~April 29, ~~are~~2012, ~~short-term~~respectively, toresulting in a decrease of $3.1 million in cash for sales under this program for Fiscal 2013 and an ~~unaffiliated~~increase ~~entity~~in cash of $132. On8 million for Fiscal 2012. The fair value of the Deferred Purchase Price was $53.6 million and $56.8 million as of April 28, 2013 and April 29, ~~2010~~2012, ~~the~~respectively. The ~~Company~~increase ~~adopted~~in ~~new~~cash ~~accounting~~proceeds ~~guidance~~ related to the ~~transfer~~Deferred Purchase Price was $3.2 million and $117.1 million as of ~~financial~~April 28, ~~assets~~2013 and April 29, 2012, respectively. ~~The~~This ~~securitization~~Deferred ~~agreement~~Purchase ~~continues~~Price tois ~~qualify~~included ~~for~~as ~~sale~~a ~~accounting~~trade ~~treatment~~receivable ~~under~~on the ~~new~~consolidated ~~guidance.~~balance ~~After~~sheets ~~the~~and ~~sale~~has a carrying value which approximates fair value as of April 28, ~~the~~2013 ~~Company~~and April 29, as2012, ~~servicer~~due to the nature of the short-term underlying financial assets. On May 31, ~~collects~~2013, subsequent to the ~~receivables~~Fiscal on2013 ~~behalf~~year ofend, the ~~unaffiliated~~Company ~~entity.~~entered Oninto ~~the~~an ~~statements~~amendment of ~~cash~~the ~~flows,~~$175 ~~all~~million ~~cash~~accounts ~~flows~~receivables ~~related~~securitization program that extended the term until May 30, 2014. Prior to this ~~securitization~~amendment, ~~program~~the ~~are~~Company ~~included~~accounted for transfers of receivables pursuant to this program as a ~~component~~sale ofand ~~operating~~removed ~~activities~~them ~~because~~from the ~~cash~~consolidated ~~received~~balance ~~from~~sheet. ~~the~~This ~~unaffiliated~~amendment ~~entity~~results ~~and~~in the ~~cash~~transfers ~~collected~~no ~~from~~longer ~~servicing~~qualifying ~~the~~for ~~transferred~~sale ~~assets~~treatment ~~are~~under ~~not~~U.S. ~~subject~~GAAP. toAs ~~significantly~~a ~~different~~result, ~~risks~~all ~~due~~transfers will be accounted for subsequent to this amendment as secured borrowings and the ~~short-term~~receivables ~~nature~~sold ofpursuant to this program will be included on the ~~Company's~~balance sheet as trade receivables, along with the Deferred Purchase Price.

For the sale of receivables under the program, the Company receives cash consideration of up to $175 million and a receivable for the remainder of the purchase price (the "Deferred Purchase Price"). The cash consideration and the carrying amount of receivables removed from the consolidated balance sheets were $161.8 million and $29.0 million as of April 29, 2012 and April 27, 2011, respectively, resulting in an increase of $132.8 million in cash for sales under this program for Fiscal 2012 and a decrease in cash of $55.2 million for Fiscal 2011. The fair value of the Deferred Purchase Price was $56.8 million and $173.9 million as of April 29, 2012 and April 27, 2011, respectively. The increase in cash proceeds related to the Deferred Purchase Price was $117.1 million for fiscal year ended April 29, 2012 and was a decrease in cash of $84.7 million for the fiscal year ended April 27, 2011. This Deferred Purchase Price is included as a trade receivable on the consolidated balance sheets and has a carrying value which approximates fair value as of April 29, 2012 and April 27, 2011, due to the nature of the short-term underlying financial assets. On June 8, 2012, subsequent to the Fiscal 2012 year end, the Company entered into an amendment of the $175 million accounts receivables securitization program that extended the term until June 7, 2013.

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)


9.	Supplemental Cash Flows Information

	2012			2011			2010
	2013			2012			2011
	(In thousands)
Cash Paid During the Year For:
Interest	$	~~277~~285,~~954~~324		$	~~268~~277,~~131~~954		$	~~305~~268,~~332~~131
Income taxes	$	~~265~~327,~~547~~046		$	~~154~~265,~~527~~547		$	~~138~~154,~~953~~527
Details of Acquisitions:
Fair value of assets	$	—		$	~~1,057,870~~—		$	161,~~072~~057,870
Liabilities(1)	~~(3,250~~—		)	~~274~~(3,~~294~~250		)	4274,~~644~~294
Redeemable noncontrolling interest(2)	—			~~124,669~~—			—124,669
Cash paid	~~3,250~~—			~~658~~3,~~907~~250			11658,~~428~~907
Less cash acquired	—			~~40,605~~—			—40,605
Net cash paid for acquisitions	$	~~3,250~~—		$	~~618~~3,~~302~~250		$	11618,~~428~~302

_______________________________________


(1)	Includes contingent obligations to sellers of $44.5 million in 2011.


(2)	See Note 18 for additional information.

~~During~~In ~~Fiscal 2010~~addition, ~~HFC~~the ~~issued~~Company ~~$681~~acted ~~million~~as ofservicer ~~30 year~~for ~~notes~~approximately ~~and~~$184.3 ~~paid~~million and $~~217~~205.56 million of ~~cash~~trade inreceivables ~~exchange~~which ~~for~~were ~~$681~~sold ~~million~~to ofunrelated ~~its~~third ~~outstanding~~parties ~~dealer~~without ~~remarketable~~recourse ~~securities.~~as ~~The~~of ~~$681~~April 28, ~~million~~2013 ofand ~~notes~~April 29, ~~exchanged~~2012, ~~was~~respectively. aThese ~~non-cash~~trade ~~transaction~~receivables ~~and~~are ~~has~~short-term ~~been~~in ~~excluded~~nature. ~~from~~The ~~the~~proceeds ~~consolidated~~from ~~statement~~these ofsales ~~cash~~are ~~flows~~also ~~for~~recognized on the ~~year~~statements ~~ended~~of ~~April~~cash ~~28,~~flows ~~2010.~~as ~~See~~a ~~Note 8~~component ~~for~~of ~~additional~~operating ~~information~~activities.

The Company ~~recognized~~has ~~$41.8~~not ~~million~~recorded ofany ~~property,~~servicing ~~plant~~assets ~~and~~or ~~equipment~~liabilities ~~and~~as ~~debt~~of inApril 28, ~~Fiscal~~2013 ~~2010~~or ~~related~~April 29, to2012 ~~contractual~~for the arrangements ~~that~~discussed ~~contain~~above abecause ~~lease.~~the ~~These~~fair ~~non-cash~~value ~~transactions~~of ~~have~~these ~~been~~servicing ~~excluded~~agreements ~~from~~as well as the ~~consolidated~~fees ~~statement~~earned ofwere ~~cash~~not ~~flows~~material ~~for~~to the ~~year~~financial ~~ended April 28, 2010~~statements.

In addition, the Company acted as servicer for approximately $205.6 million and $145.7 million of trade receivables which were sold to unrelated third parties without recourse as of April 29, 2012 and April 27, 2011, respectively. These trade receivables are short-term in nature. The proceeds from these sales are also recognized on the statements of cash flows as a component of operating activities.57

The Company has not recorded any servicing assets or liabilities as of April 29, 2012 or April 27, 2011 for the arrangements discussed above because the fair value of these servicing agreements as well as the fees earned were not material to the financial statements.


10.	Employees' Stock Incentive Plans and Management Incentive Plans

As of April 2928, ~~2012~~2013, the Company had outstanding stock option awards, restricted stock units and restricted stock awards issued pursuant to various shareholder-approved plans and a shareholder-authorized employee stock purchase plan. The compensation cost related to these plans primarily recognized in SG&A and the related tax benefit are as follows:

	Fiscal Year Ended
	April 29, 2012		April 27, 2011		April 28, 2010
	April 28, 2013		April 29, 2012		April 27, 2011
	(In millions)
Pre-tax compensation cost	$	3633.57	$	3236.75	$	3332.47
Tax benefit	1210.08		1012.40		10.34
After-tax compensation cost	$	2422.59	$	2224.35	$	2322.13

During ~~Fiscal~~Fiscals 2013 and 2012, the Company's plan from which it issued equity-based awards was the Fiscal Year 2003 Stock Incentive Plan (the “2003 Plan”), which was approved by shareholders on September 12, 2002 ~~for a ten-year period~~. During ~~Fiscals~~Fiscal 2011 ~~and 2010~~, the Company issued equity-based awards from the 2003 Plan and the 2000 Stock Option Plan (the “2000 Plan”). The 2000 Plan was approved by Shareholders on September 12, 2000 and expired on September 12, 2010. Pursuant to the 2003 Plan, the Management Development & Compensation Committee is("MD&CC") was authorized to grant a maximum of 9.4 million shares for issuance as restricted stock units or restricted stock. Any available shares may behave been issued as stock options. The maximum number of shares that may have been granted under this plan was 18.9 million shares. Shares issued under these plans were sourced from available treasury shares. The 2003 Plan was originally scheduled to continue to be used until there were no more outstanding shares to award. Effective August 28, 2012, the MD&CC approved the 2013 Plan with a term of ten years. The MD&CC was authorized to grant a maximum of 10 million shares for issuance as restricted stock units, restricted stock, or stock options.

52On June 7, 2013, subsequent to the Fiscal 2013 year end and in connection with the Merger, all outstanding stock option awards, restricted stock units (except for certain retention RSUs which continue on their original terms) and restricted stock awards issued pursuant to various shareholder-approved plans and a shareholder-authorized employee stock purchase plan were automatically canceled and converted into the right to receive certain cash consideration.

There are currently no outstanding stock option awards, restricted stock units and restricted stock awards, other than the retention RSUs described above.

Stock Options:

Stock options generally vest over a period of four years after the date of grant. Awards granted prior to Fiscal 2006 generally had a maximum term of ten years. Awards granted between Fiscal 2006 and Fiscal 2012 have a maximum term of seven years. Beginning in Fiscal 2013, awards have a maximum term of ten years.

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

~~that~~information ~~may~~becomes available and will be ~~granted~~re-evaluated ~~under~~on ~~this~~an ~~plan~~annual basis. Compensation cost in any period is ~~18.9~~at ~~million~~least ~~shares.~~equal ~~Shares~~to ~~issued~~the ~~under~~grant-date ~~these~~fair ~~plans~~value ~~are~~of ~~sourced~~the ~~from~~vested ~~available~~portion ~~treasury~~of ~~shares~~an award on that date.

~~Stock~~The ~~Options:~~Company presents all benefits of tax deductions resulting from the exercise of stock-based compensation as operating cash flows in the consolidated statements of cash flows, except the benefit of tax deductions in excess of the compensation cost recognized for those options (“excess tax benefits”) which are classified as financing cash flows. For the fiscal year ended April 28, 2013, $8.1 million of cash tax benefits was reported as an operating cash inflow and $10.3 million of excess tax benefits as a financing cash inflow. For the fiscal year ended April 29, 2012, $7.5 million of cash tax benefits was reported as an operating cash inflow and $7.6 million of excess tax benefits as a financing cash inflow. For the fiscal year ended April 27, 2011, $12.4 million of cash tax benefits was reported as an operating cash inflow and $8.6 million of excess tax benefits as a financing cash inflow.

~~Stock~~A ~~options~~summary ~~generally vest over a period~~ of ~~four years after~~ the ~~date~~Company’s of2003 ~~grant.~~Plan ~~Awards~~at ~~granted prior to Fiscal 2006 generally had a maximum term of ten years. Beginning in Fiscal 2006~~April 28, ~~awards~~2013 ~~have~~is aas ~~maximum term of seven years.~~follows:

In accordance with their respective plans, stock option awards are forfeited if a holder voluntarily terminates employment prior to the vesting date. The Company estimates forfeitures based on an analysis of historical trends updated as discrete new information becomes available and will be re-evaluated on an annual basis. Compensation cost in any period is at least equal to the grant-date fair value of the vested portion of an award on that date.



	2003 Plan
	(In thousands)
Number of shares authorized	18,869
Number of stock option shares granted	(11,533	)
Number of stock option shares cancelled/forfeited and returned to the plan	1,113
Number of restricted stock units and restricted stock issued	(5,063	)
Shares available for grant as stock options	3,386

~~The~~During ~~Company~~Fiscal ~~presents~~2013, ~~all benefits of tax deductions resulting from~~ the ~~exercise~~Company ofgranted ~~stock-based~~1,540,340 ~~compensation~~option asawards ~~operating~~to ~~cash~~employees ~~flows~~sourced infrom the ~~consolidated~~2003 ~~statements~~Plan. ofThe ~~cash~~weighted ~~flows,~~average ~~except~~fair ~~the~~value ~~benefit~~per ofshare ~~tax deductions in excess~~ of the ~~compensation cost recognized for those~~ options ~~(“excess~~granted ~~tax~~during ~~benefits”) which are classified as financing cash flows. For~~ the fiscal ~~year~~years ended April 28, 2013, April 29, 2012, ~~$7.5 million of cash tax benefits was reported as an operating cash inflow~~ and ~~$7.6 million of excess tax benefits as a financing cash inflow. For the fiscal year ended~~ April 27, 2011, ~~$12.4~~as ~~million~~computed ofusing ~~cash~~the ~~tax~~Black-Scholes ~~benefits~~pricing model was ~~reported as an operating cash inflow and~~ $85.679, ~~million of excess tax benefits as a financing cash inflow~~$5. ~~For the fiscal year ended April 28~~80, ~~2010,~~and $65.936, ~~million~~respectively. ofThe ~~cash~~weighted ~~tax~~average ~~benefits~~assumptions ~~was~~used ~~reported~~to asestimate anthese ~~operating~~fair ~~cash~~values ~~inflow~~are ~~and $2.4 million of excess tax benefits~~ as ~~a financing cash inflow.~~follows:

A summary of the Company’s 2003 Plan at April 29, 2012 is as follows:



	Fiscal Year Ended
	April 28, 2013		April 29, 2012		April 27, 2011
Dividend yield	3.7	%	3.7	%	3.9	%
Expected volatility	19.4	%	20.9	%	20.5	%
Expected term (years)	7.0		5.0		5.5
Risk-free interest rate	1.0	%	1.0	%	1.7	%

	2003 Plan
	(In thousands)
Number of shares authorized	18,869
Number of stock option shares granted	(9,992	)
Number of stock option shares cancelled/forfeited and returned to the plan	313
Number of restricted stock units and restricted stock issued	(4,895	)
Shares available for grant as stock options	4,295

During Fiscal 2012, the Company granted 1,649,119 option awards to employees sourced from the 2003 Plan. The weighted average fair value per share of the options granted during the fiscal years ended April 29, 2012, April 27, 2011, and April 28, 2010 as computed using the Black-Scholes pricing model was $5.80, $5.36, and $4.71, respectively. The weighted average assumptions used to estimate these fair values are as follows:

	Fiscal Year Ended
	April 29, 2012		April 27, 2011		April 28, 2010
Dividend yield	3.7	%	3.9	%	4.3	%
Expected volatility	20.9	%	20.5	%	20.2	%
Expected term (years)	5.0		5.5		5.5
Risk-free interest rate	1.0	%	1.7	%	2.7	%

The dividend yield assumption is based on the current fiscal year dividend payouts. The expected volatility of the Company’s common stock at the date of grant is estimated based on a historic daily volatility rate over a period equal to the average life of an option. The weighted average expected life of options is based on consideration of historical exercise patterns adjusted for changes in the contractual term and exercise periods of current awards. The risk-free interest rate is based on the U.S. Treasury (constant maturity) rate in effect at the date of grant for periods corresponding with the expected term of the options.

53 59

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

A summary of the Company’s stock option activity and related information is as follows:

	Number ofOptions		WeightedAverageExercise Price(per share)		AggregateIntrinsic Value
	(In thousands, except per share data)
Options outstanding at April 29, 2009	14,100		$	38.59	$	544,071
Options outstanding at April 28, 2010	12,921		$	39.36	$	508,611
Options granted	1,768		39.12		69,166
Options exercised	(2,921	)	35.46		(103,558		)
Options cancelled/forfeited and returned to the plan	(26	)	40.44		(1,068		)
Options outstanding at April 28, 2010	12,921		39.36		508,611
Options granted	1,733		46.42		80,460
Options exercised	(4,813	)	35.73		(171,980		)
Options cancelled/forfeited and returned to the plan	(73	)	42.81		(3,147		)
Options outstanding at April 27, 2011	9,768		42.38		413,944
Options granted	1,649		52.19		86,068
Options exercised	(2,798	)	37.99		(106,287		)
Options cancelled/forfeited and returned to the plan	(11	)	38.38		(435		)
Options outstanding at April 29, 2012	8,608		$45.69	~~45.69~~	$393,290	~~393,290~~
Options vested and exercisable at April 28, 2010	9,300		$	37.59	$	349,600
Options granted	1,540		55.72		85,828
Options exercised	(3,504	)	42.35		(148,376		)
Options cancelled/forfeited and returned to the plan	(110	)	50.67		(5,616		)
Options outstanding at April 28, 2013	6,534		$	49.76	$	325,126
Options vested and exercisable at April 27, 2011	5,744		$	40.65	$	233,507
Options vested and exercisable at April 29, 2012	4,418		$	43.90	$	193,942
Options vested and exercisable at April 28, 2013	2,573		$	48.01	$	123,502

The following summarizes information about shares under option in the respective exercise price ranges at April 2928, ~~2012~~2013:

	Options Outstanding					Options Exercisable	~~Options Exercisable~~
		Weighted-AverageRemaining	Weighted-AverageRemaining	~~Weighted-AverageRemaining~~				Weighted-AverageRemaining	~~Weighted-AverageRemaining~~	Weighted-Average		~~Weighted-Average~~
Range of Exercise	Number	Life	Exercise Price	~~Exercise Price~~		Number	~~Number~~	Life	~~Life~~	Exercise Price		~~Exercise Price~~
Price Per Share	Outstanding	(Years)	Per Share	~~Per Share~~		Exercisable	~~Exercisable~~	(Years)	~~(Years)~~	Per Share		~~Per Share~~
	(Options in thousands)
$29.70-$34.00	495	1.1		$	33.44		492		1.1			$	33.45
$31.95-$34.00	64	0.50	$	33.86		64		0.50		$	33.86
$34.01-$42.42	~~2,087~~716	3.815	38.98	~~38.92~~		290	~~1,211~~	2.96	~~3.5~~	38.85		~~38.82~~
$42.43-$52.19	6,026	4.5		49.04			2,715		3.2			48.05
$42.43-$55.72	5,754	5.45	51.28			2,219		3.40		49.61
	8,608	4.2		$	45.69		4,418		3.1			$	43.90
	6,534	5.15	$	49.76		2,573		3.28		$	48.01

The Company received proceeds of $82113.75 million, $~~154~~82.87 million, and $67154.48 million from the exercise of stock options during the fiscal years ended April 2928, ~~2012~~2013, April 2729, ~~2011~~2012 and April 2827, ~~2010~~2011, respectively. The tax benefit recognized as a result of stock option exercises was $1518.13 million, $2115.01 million and $921.30 million for the fiscal years ended April 2928, ~~2012~~2013, April 2729, ~~2011~~2012, and April 2827, ~~2010~~2011, respectively.

A ~~summary of the status of the Company’s unvested stock options is as follows:~~60

	Number ofOptions		WeightedAverageGrant DateFair Value(per share)
	(In thousands, except per share data)
Unvested options at April 27, 2011	4,024		$	5.27
Options granted	1,649		5.80
Options vested	(1,483	)	5.41
Unvested options at April 29, 2012	4,190		$	5.43

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

~~Unrecognized~~A ~~compensation~~summary ~~cost~~of ~~related to unvested option awards under~~ the ~~2000~~status ~~and 2003 Plans totaled $6.4 million and $7.7 million as~~ of ~~April 29,~~the ~~2012~~Company’s ~~and~~unvested ~~April 27,~~stock ~~2011,~~options ~~respectively. This cost~~ is ~~expected~~as ~~to be recognized over a weighted average period of 1.5 years.~~follows:



	Number of Options		Weighted Average Grant Date Fair Value (per share)
	(In thousands, except per share data)
Unvested options at April 29, 2012	4,190		$	5.43
Options granted	1,540		5.79
Options vested	(1,662	)	5.39
Options forfeited	(107	)	$	5.61
Unvested options at April 28, 2013	3,961		$	5.59

Unrecognized compensation cost related to unvested option awards under the 2000 and 2003 Plans totaled $4.6 million and $6.4 million as of April 28, 2013 and April 29, 2012, respectively. This cost is expected to be recognized over a weighted-average period of 1.5 years.

Restricted Stock Units and Restricted Shares:

The 2003 Plan authorizes up to 9.4 million shares for issuance as restricted stock units (“RSUs”) or restricted stock with vesting periods from the first to the fifth anniversary of the grant date as set forth in the award agreements. Upon vesting, the RSUs are converted into shares of the Company’s stock on a one-for-one basis and issued to employees, subject to any deferral elections made by a recipient or required by the plan. Restricted stock is reserved in the recipients’ name at the grant date and issued upon vesting. The Company is entitled to an income tax deduction in an amount equal to the taxable income reported by the holder upon vesting of the award. RSUs generally vest over a period of one to four years after the date of grant.

Total compensation expense relating to RSUs and restricted stock was $2523.76 million, $2325.27 million and $2423.82 million for the fiscal years ended April 2928, ~~2012~~2013, April 2729, ~~2011~~2012, and April 2827, ~~2010~~2011, respectively. Unrecognized compensation cost in connection with RSU and restricted stock grants totaled $2724.69 million, $2927.46 million, and $29.84 million at April 2928, ~~2012~~2013, April 2729, ~~2011~~2012, and April 2827, ~~2010~~2011, respectively. The cost is expected to be recognized over a weighted-average period of 1.7 years.

A summary of the Company’s RSU and restricted stock awards at April 2928, ~~2012~~2013 is as follows:

	2003 Plan
	(In thousands)
Number of shares authorized	9,440
Number of shares reserved for issuance	(6,~~377~~842	)
Number of shares returned to the plan	1,~~482~~779
Shares available for grant	4,~~545~~377

A ~~summary of the activity of unvested RSU and restricted stock awards and related information is as follows:~~61

	Number of Units		WeightedAverageGrant DateFair Value(Per Share)
	(In thousands,except per share data)
Unvested units and stock at April 29, 2009	1,722		$	44.08
Units and stock granted	628		39.55
Units and stock vested	(834	)	40.59
Units and stock cancelled/forfeited and returned to the plan	(20	)	44.12
Unvested units and stock at April 28, 2010	1,496		44.13
Units and stock granted	574		46.74
Units and stock vested	(725	)	44.96
Units and stock cancelled/forfeited and returned to the plan	(49	)	43.47
Unvested units and stock at April 27, 2011	1,296		44.84
Units and stock granted	526		52.31
Units and stock vested	(520	)	45.27
Units and stock cancelled/forfeited and returned to the plan	(32	)	45.90
Unvested units and stock at April 29, 2012	1,270		$	47.75

Upon share option exercise or vesting of restricted stock and RSUs, the Company uses available treasury shares and maintains a repurchase program that anticipates exercises and vesting of awards so that shares are available for issuance. The Company records forfeitures of restricted stock as treasury share repurchases.

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

A summary of the activity of unvested RSU and restricted stock awards and related information is as follows:



	Number of Units		Weighted Average Grant Date Fair Value (Per Share)
	(In thousands, except per share data)
Unvested units and stock at April 28, 2010	1,496		$	44.13
Units and stock granted	574		46.74
Units and stock vested	(725	)	44.96
Units and stock cancelled/forfeited and returned to the plan	(49	)	43.47
Unvested units and stock at April 27, 2011	1,296		44.84
Units and stock granted	526		52.31
Units and stock vested	(520	)	45.27
Units and stock cancelled/forfeited and returned to the plan	(32	)	45.90
Unvested units and stock at April 29, 2012	1,270		47.75
Units and stock granted	464		55.88
Units and stock vested	(567	)	47.33
Units and stock cancelled/forfeited and returned to the plan	(53	)	50.01
Unvested units and stock at April 28, 2013	1,114		$	51.24

Global Stock Purchase Plan:

The Company ~~has~~had a shareholder-approved employee global stock purchase plan (the “GSPP”) that ~~permits~~permitted substantially all employees to purchase shares of the Company’s common stock at a discounted price through payroll deductions at the end of two six-month offering periods. ~~Currently,~~The ~~the~~ offering periods ~~are~~were February 16 to August 15 and August 16 to February 15. The purchase price of the option iswas equal to 95% of the fair market value of the Company’s common stock on the last day of the offering period. The number of shares available for issuance under the GSPP iswas a total of five million shares. During the two offering periods from February 16, ~~2011~~2012 to February 15, ~~2012~~2013, employees purchased ~~165~~121,~~635~~460 shares under the plan. During the two offering periods from February 16, ~~2010~~2011 to February 15, ~~2011~~2012, employees purchased ~~185~~165,~~716~~635 shares under the plan.

As a result of the Merger Agreement, the Company's GSPP was terminated immediately following the scheduled purchases on the February 15, 2013 purchase date for the purchase period August 16, 2012 to February 15, 2013.

Annual Incentive Bonus:

The Company’s management incentive plans cover 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. Compensation under the management incentive plans was approximately $3432 million, $4534 million, and $4945 million in ~~fiscal~~Fiscals ~~years~~2013, 2012, ~~2011~~ and ~~2010~~2011, respectively.

Long-Term Performance Program:

In Fiscal ~~2012~~2013, the Company granted performance awards as permitted in the 2003 Plan, subject to the achievement of certain performance goals. These performance awards are tied to the Company’s relative Total Shareholder Return (“Relative TSR”) Ranking within the defined Long-term Performance Program (“LTPP”) peer group and the 2-year average after-tax Return on Invested Capital (“ROIC”) metrics. The Relative TSR metric is based on the two-year cumulative return to shareholders from the change in stock price and dividends paid between the starting and ending dates. The starting value was based on the average of each LTPP peer group company stock price for the 60 trading days prior to and including April 2729, ~~2011~~2012. The ending value will be based on the average stock price for the 60 trading days prior to and including the close of the Fiscal ~~2013~~2014 year end, plus dividends paid over the 2 year performance period. The Company also granted performance awards in Fiscal ~~2011 under the 2011-~~2012 ~~LTPP and in Fiscal 2010~~ under the ~~2010-2011 LTPP. The compensation cost related to LTPP awards primarily recognized in SG&A and the related tax benefit are as follows:~~

	Fiscal Year Ended
	April 29, 2012		April 27, 2011		April 28, 2010
	(In millions)
Pre-tax compensation cost	$	18.4	$	21.5	$	20.7
Tax benefit	6.5		7.4		7.0
After-tax compensation cost	$	11.9	$	14.1	$	13.7

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

2012-2013 LTPP and in Fiscal 2011 under the 2011-2012 LTPP. The compensation cost related to LTPP awards primarily recognized in SG&A and the related tax benefit are as follows:



	Fiscal Year Ended
	April 28, 2013		April 29, 2012		April 27, 2011
	(In millions)
Pre-tax compensation cost	$	17.3	$	18.4	$	21.5
Tax benefit	6.1		6.5		7.4
After-tax compensation cost	$	11.2	$	11.9	$	14.1


11.	Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy consists of three levels to prioritize the inputs used in valuations, as defined below:

Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: Unobservable inputs for the asset or liability.

56As of April 28, 2013 and April 29, 2012, the fair values of the Company’s assets and liabilities measured on a recurring basis are categorized as follows:

H. J. Heinz Company and Subsidiaries



	April 28, 2013								April 29, 2012
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Derivatives(a)	$	—	$	68,892	$	—	$	68,892	$	—	$	90,221	$	—	$	90,221
Total assets at fair value	$	—	$	68,892	$	—	$	68,892	$	—	$	90,221	$	—	$	90,221
Liabilities:
Derivatives(a)	$	—	$	79,871	$	—	$	79,871	$	—

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