SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



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

For the quarterly period ended ~~January~~July 2728, 2013



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

For the transition period from __________ to __________

Commission File Number 1-3385

H. J. HEINZ COMPANY

(Exact name of registrant as specified in its charter)



PENNSYLVANIA		25-0542520
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One PPG Place, Pittsburgh, Pennsylvania (Address of Principal Executive Offices)		15222 (Zip Code)

Registrant’s telephone number, including area code: (412) 456-5700

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

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 X No

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 X_ Accelerated filer _ Non-accelerated filer _X Smaller reporting company _ (Do not check if a smaller reporting company)

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

The number of shares of the Registrant’s Common Stock, no par value ~~$0.25~~ per share, outstanding as of ~~January~~July 2728, 2013 was ~~320,651,043~~100 shares.

PART I — FINANCIAL INFORMATION


Item 1.	Financial Statements

H. J. HEINZ COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ~~INCOME~~OPERATIONS

	Third Quarter Ended
	Successor			Predecessor
	January 27, 2013FY 2013			January 25, 2012FY 2012
	February 8 - July 28,2013			April 29 - June 7,2013			Three Months EndedJuly 29, 2012
	(Unaudited)(In thousands, Except perShare Amounts)
	(Unaudited)
Sales	$	2,933,331		$	2,874,927
	(In thousands)
Cost of products sold	1,826,816			1,841,329
Sales	$	1,526,505		$	1,112,872		$	2,783,451
Gross profit	1,106,515			1,033,598
Cost of products sold	1,321,801			729,537			1,781,507
Selling, general and administrative expenses	638,654			607,070
Gross profit	204,704			383,335			1,001,944
Operating income	467,861			426,528
Selling, general and administrative expenses	304,922			243,364			585,547
Interest income	6,149			6,690
Merger related costs	150,400			112,188			—
Interest expense	71,091			72,542
Operating (loss)/income	(250,618		)	27,783			416,397
Other expense, net	(14,104		)	(2,580		)
Interest income	3,653			2,878			8,325
Income from continuing operations before income taxes	388,815			358,096
Interest expense	110,482			35,350			72,590
Provision for income taxes	77,333			67,268
Unrealized gain on derivative instruments	117,934			—			—
Income from continuing operations	311,482			290,828
Other (expense)/income, net	(19,944		)	(125,638		)	2,283
Loss from discontinued operations, net of tax	(38,668		)	(3,589		)
(Loss)/income from continuing operations before income taxes	(259,457		)	(130,327		)	354,415
Net income	272,814			287,239
(Benefit from)/provision for income taxes	(186,556		)	61,097			61,587
Less: Net income attributable to the noncontrolling interest	3,268			2,545
(Loss)/income from continuing operations	(72,901		)	(191,424		)	292,828
Net income attributable to H. J. Heinz Company	$	269,546		$	284,694
Income/(loss) from discontinued operations, net of tax	(1,700		)	(1,273		)	(28,150		)
Income/(loss) per common share:
Net (loss)/income	(74,601		)	(192,697		)	264,678
Diluted
Less: Net income attributable to the noncontrolling interest	1,275			2,874			6,651
Continuing operations attributable to H. J. Heinz Company common shareholders	$	0.95		$	0.89
Net (loss)/income attributable to H. J. Heinz Company	$	(75,876	)	$	(195,571	)	$	258,027
Discontinued operations attributable to H. J. Heinz Company common shareholders	(0.12		)	(0.01		)
Amounts attributable to the H.J. Heinz Company shareholders:
Net income attributable to H. J. Heinz Company common shareholders	$	0.83		$	0.88
(Loss)/income from continuing operations, net of tax	$	(74,176	)	$	(194,298	)	$	286,177
Average common shares outstanding—diluted	323,218			322,713
Loss from discontinued operations, net of tax	(1,700		)	(1,273		)	(28,150		)
Basic
Net (loss)/income	$	(75,876	)	$	(195,571	)	$	258,027
Continuing operations attributable to H. J. Heinz Company common shareholders	$	0.96		$	0.90
Discontinued operations attributable to H. J. Heinz Company common shareholders	(0.12		)	(0.01		)
Net income attributable to H. J. Heinz Company common shareholders	$	0.84		$	0.89
Average common shares outstanding—basic	320,745			320,159
Cash dividends per share	$	0.515		$	0.48
Amounts attributable to H.J. Heinz Company common shareholders:
Income from continuing operations, net of tax	$	308,214		$	288,283
Loss from discontinued operations, net of tax	(38,668		)	(3,589		)
Net income	$	269,546		$	284,694
(Per share amounts may not add due to rounding)

See Notes to Condensed Consolidated Financial Statements.

_______________________________________

H. J. HEINZ COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

	Nine Months Ended
	Successor			Predecessor
	January 27, 2013FY 2013			January 25, 2012FY 2012
	February 8 - July 28,2013			April 29 - June 7,2013			Three Months EndedJuly 29, 2012
	(Unaudited)(In thousands, Except perShare Amounts)
	(Unaudited)
Sales	$	8,538,315		$	8,495,904
	(In thousands)
Cost of products sold	5,416,840			5,511,796
Net (loss)/income	$	(74,601	)	$	(192,697	)	$	264,678
Gross profit	3,121,475			2,984,108
Other comprehensive income/(loss), net of tax:
Selling, general and administrative expenses	1,841,487			1,814,210
Foreign currency translation adjustments	(168,334		)	(97,863		)	(308,406		)
Operating income	1,279,988			1,169,898
Reclassification of net pension and post-retirement benefit losses to net income	—			7,266			13,701
Interest income	22,295			25,626
Net deferred gains/(losses) on derivatives from periodic revaluations	87,209			(1,059		)	6,212
Interest expense	213,069			218,104
Net deferred losses/(gains) on derivatives reclassified to earnings	(107		)	6,552			(9,105		)
Other expense, net	(18,098		)	(3,289		)
Total comprehensive loss	(155,833		)	(277,801		)	(32,920		)
Income from continuing operations before income taxes	1,071,116			974,131
Comprehensive loss attributable to the noncontrolling interest	5,023			1,193			6,304
Provision for income taxes	169,957			191,904
Comprehensive loss attributable to H. J. Heinz Company	$	(150,810	)	$	(276,608	)	$	(26,616	)
Income from continuing operations	901,159			782,227
Loss from discontinued operations, net of tax	(72,079		)	(19,893		)
Net income	829,080			762,334
Less: Net income attributable to the noncontrolling interest	12,063			14,517
Net income attributable to H. J. Heinz Company	$	817,017		$	747,817
Income/(loss) per common share:
Diluted
Continuing operations attributable to H. J. Heinz Company common shareholders	$	2.75		$	2.37
Discontinued operations attributable to H. J. Heinz Company common shareholders	(0.22		)	(0.06		)
Net income attributable to H. J. Heinz Company common shareholders	$	2.53		$	2.31
Average common shares outstanding—diluted	323,048			323,538
Basic
Continuing operations attributable to H. J. Heinz Company common shareholders	$	2.77		$	2.39
Discontinued operations attributable to H. J. Heinz Company common shareholders	(0.22		)	(0.06		)
Net income attributable to H. J. Heinz Company common shareholders	$	2.55		$	2.32
Average common shares outstanding—basic	320,523			320,850
Cash dividends per share	$	1.545		$	1.44
Amounts attributable to H.J. Heinz Company common shareholders:
Income from continuing operations, net of tax	$	889,096		$	767,710
Loss from discontinued operations, net of tax	(72,079		)	(19,893		)
Net income	$	817,017		$	747,817
(Per share amounts may not add due to rounding)

See Notes to Condensed Consolidated Financial Statements.

_______________________________________

H. J. HEINZ COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Third Quarter Ended
	January 27, 2013FY 2013			January 25, 2012FY 2012
	(Unaudited)(In thousands)
Net income	$	272,814		$	287,239
Other comprehensive income/(loss), net of tax:
Foreign currency translation adjustments	48,977			(113,519		)
Reclassification of net pension and post-retirement benefit losses to net income	15,102			13,646
Net deferred (losses)/gains on derivatives from periodic revaluations	(19,933		)	2,931
Net deferred losses on derivatives reclassified to earnings	31,003			285
Total comprehensive income	347,963			190,582
Comprehensive income attributable to the noncontrolling interest	(2,465		)	(3,949		)
Comprehensive income attributable to H. J. Heinz Company	$	345,498		$	186,633

See Notes to Condensed Consolidated Financial Statements.

_______________________________________

H. J. HEINZ COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Nine Months Ended
	January 27, 2013FY 2013			January 25, 2012FY 2012
	(Unaudited)(In thousands)
Net income	$	829,080		$	762,334
Other comprehensive (loss)/income, net of tax:
Foreign currency translation adjustments	(114,450		)	(484,309		)
Reclassification of net pension and post-retirement benefit losses to net income	42,253			40,870
Net deferred (losses)/gains on derivatives from periodic revaluations	(13,016		)	29,796
Net deferred losses/(gains) on derivatives reclassified to earnings	26,788			(16,513		)
Total comprehensive income	770,655			332,178
Comprehensive loss attributable to the noncontrolling interest	3,421			4,943
Comprehensive income attributable to H. J. Heinz Company	$	774,076		$	337,121

See Notes to Condensed Consolidated Financial Statements.

_______________________________________

H. J. HEINZ COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	January 27, 2013FY 2013		April 29, 2012*FY 2012
	Successor		Predecessor
	July 28, 2013FY2014		April 28, 2013*FY2013
	(Unaudited)
	(In thousands)
Assets
Current Assets:
Cash and cash equivalents	$	12,~~100~~678,~~689~~780	$	12,~~330~~476,~~441~~699
Trade receivables, net	~~896~~990,~~415~~315		~~815~~872,~~600~~864
Other receivables, net	~~202~~206,~~358~~923		~~177~~200,~~910~~988
Inventories:
Finished goods and work-in-process	1,~~135~~151,~~509~~470		1,~~082~~076,~~317~~779
Packaging material and ingredients	~~312~~262,~~845~~903		~~247~~255,~~034~~918
Total inventories	1,~~448~~414,~~354~~373		1,~~329~~332,~~351~~697
Prepaid expenses	~~173~~188,~~045~~040		~~174~~160,~~795~~658
Other current assets	88236,~~011~~346		5491,~~139~~656
Total current assets	35,~~908~~714,~~872~~777		35,~~882~~135,~~236~~562
Property, plant and equipment	52,~~319~~714,~~307~~686		5,~~266~~359,~~561~~089
Less accumulated depreciation	232,~~891,133~~743		2,~~782~~900,~~423~~288
Total property, plant and equipment, net	2,~~428~~681,~~174~~943		2,~~484~~458,~~138~~801
Goodwill	315,~~104~~498,~~527~~432		3,~~185~~079,~~527~~250
Trademarks, net	111,~~050~~356,~~856~~852		1,~~090~~037,~~892~~283
Other intangibles, net	~~383~~2,~~043~~090,174		~~407~~378,~~802~~187
Other non-current assets	1,~~053~~121,~~632~~953		~~932~~849,~~698~~924
Total other non-current assets	530,~~592~~067,~~058~~411		5,~~616~~344,~~919~~644
Total assets	$	1138,~~929~~464,~~104~~131	$	1112,~~983~~939,~~293~~007

_______________________________________

* The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

See Notes to Condensed Consolidated Financial Statements.

_______________________________________

6 4

H. J. HEINZ COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	January 27, 2013FY 2013			April 29, 2012*FY 2012
	Successor			Predecessor
	July 28, 2013FY2014			April 28, 2013*FY2013
	(Unaudited)
	(In thousands)
Liabilities and Equity
Current Liabilities:
Short-term debt	$	14155,~~747~~430		$	461,~~460~~137,181
Portion of long-term debt due within one year	1101,~~038,511~~905			~~200~~1,~~248~~023,212
Trade payables	1,~~129~~128,~~651~~787			1,~~202~~310,~~398~~009
Other payables	~~158~~144,~~143~~566			~~146~~182,~~414~~828
Accrued marketing	~~320~~291,~~052~~513			~~303~~313,~~132~~930
Other accrued liabilities	~~623~~683,~~962~~228			~~647~~705,~~769~~482
Income taxes	9159,~~283~~457			~~101~~114,~~540~~230
Total current liabilities	32,~~376~~564,~~349~~886			24,~~647~~786,~~961~~872
Long-term debt	314,~~930~~611,~~592~~442			43,~~779~~848,~~981~~339
Deferred income taxes	~~776~~4,~~660~~158,583			~~817~~678,~~928~~565
Non-pension postretirement benefits	~~230~~236,~~919~~425			~~231~~240,~~452~~319
Other non-current liabilities	~~504~~290,~~760~~362			~~581~~506,~~390~~562
Total long-term liabilities	519,~~442~~296,~~931~~812			65,~~410~~273,~~751~~785
Redeemable noncontrolling interest	2826,~~706~~207			~~113~~29,~~759~~529
Equity:
Capital stock	~~107~~16,~~834~~500,000			107,~~835~~774
Additional capital	~~608,820~~—			~~594,~~608,504
Retained earnings	7,877,440			7,567,278
(Accumulated deficit)/retained earnings	(75,876		)	7,907,033
	8,594,094			8,269,721
Accumulated other comprehensive loss	(74,934		)	(1,174,538		)
	16,349,190			7,448,773
Less:
Treasury stock at cost (110,445 shares at January 27, 2013 and 110,870 shares at April 29, 2012)	4,675,844			4,666,404
Treasury stock at cost (109,831 shares at April 28, 2013)	—			(4,647,242		)
Accumulated other comprehensive loss	887,669			844,728
Total H. J. Heinz Company shareholders’ equity	16,349,190			2,801,531
Total H. J. Heinz Company shareholders’ equity	3,030,581			2,758,589
Noncontrolling interest	227,036			47,290
Noncontrolling interest	50,537			52,233
Total equity	16,576,226			2,848,821
Total equity	3,081,118			2,810,822
Total liabilities and equity	$	38,464,131		$	12,939,007
Total liabilities and equity	$	11,929,104		$	11,983,293

_______________________________________

See Notes to Condensed Consolidated Financial Statements.

_______________________________________

7 5

H. J. HEINZ COMPANY AND SUBSIDIARIES CONDENSED

	Nine Months Ended
	January 27, 2013FY 2013			January 25, 2012FY 2012
	(Unaudited)(In thousands)
Cash Flows from Operating Activities:
Net income	$	829,080		$	762,334
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation	221,519			217,620
Amortization	34,890			33,965
Deferred tax benefit	(59,718		)	(71,533		)
Net loss on divestitures	19,765			—
Impairment on assets held for sale	36,000			—
Pension contributions	(53,251		)	(15,490		)
Other items, net	22,654			87,859
Changes in current assets and liabilities, excluding effects of acquisitions and divestitures:
Receivables (includes proceeds from securitization)	(148,132		)	46,128
Inventories	(158,456		)	(126,627		)
Prepaid expenses and other current assets	5,699			(13,705		)
Accounts payable	(42,852		)	(182,333		)
Accrued liabilities	(5,406		)	(76,976		)
Income taxes	(24,871		)	82,272
Cash provided by operating activities	676,921			743,514
Cash Flows from Investing Activities:
Capital expenditures	(259,187		)	(274,498		)
Proceeds from disposals of property, plant and equipment	17,335			6,926
Proceeds from divestitures	16,783			664
Acquisitions, net of cash acquired	—			(3,250		)
Sale of short-term investments	—			47,976
Change in restricted cash	3,994			(39,052		)
Other items, net	(10,276		)	(9,396		)
Cash used for investing activities	(231,351		)	(270,630		)
Cash Flows from Financing Activities:
Payments on long-term debt	(216,972		)	(831,553		)
Proceeds from long-term debt	202,332			1,310,903
Net proceeds/(payments) on commercial paper and short-term debt	31,068			(56,943		)
Dividends	(499,678		)	(464,901		)
Exercise of stock options	96,111			74,518
Purchase of treasury stock	(139,069		)	(201,904		)
Acquisitions of subsidiary shares from noncontrolling interest	(80,132		)	(54,824		)
Earn-out settlement	(44,547		)	—
Other items, net	1,602			5,479
Cash used for financing activities	(649,285		)	(219,225		)
Effect of exchange rate changes on cash and cash equivalents	(26,037		)	(129,059		)
Net (decrease)/increase in cash and cash equivalents	(229,752		)	124,600
Cash and cash equivalents at beginning of year	1,330,441			724,311
Cash and cash equivalents at end of period	$	1,100,689		$	848,911

CONSOLIDATED STATEMENTS OF CASH FLOWS



	Successor			Predecessor
	February 8 - July 28, 2013			April 29 - June 7, 2013			Three Months Ended July 29, 2012
	(Unaudited) (In thousands)
Cash Flows from Operating Activities:
Net (loss)/income	$	(74,601	)	$	(192,697	)	$	264,678
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation	36,410			35,880			72,638
Amortization	15,260			5,143			11,892
Inventory fair value step-up charged to cost of products sold	344,994			—			—
Deferred tax benefit	(194,433		)	(20,492		)	(26,609		)
Net loss on divestitures	—			—			20,386
Pension contributions	(75,498		)	(6,812		)	(14,837		)
Unrealized gain on derivative instruments	(117,934		)	—			—
Other items, net	(48,199		)	23,706			628
Changes in current assets and liabilities, excluding effects of acquisitions and divestitures:
Receivables (includes proceeds from securitization)	8,770			(3,360		)	(87,419		)
Inventories	163,504			(183,413		)	(71,670		)
Prepaid expenses and other current assets	13,107			(18,411		)	(28,954		)
Accounts payable	(181,047		)	(69,825		)	(29,052		)
Accrued liabilities	(102,935		)	48,025			(78,002		)
Income taxes	(61,165		)	10,163			15,356
Cash (used for)/provided by operating activities	(273,767		)	(372,093		)	49,035
Cash Flows from Investing Activities:
Capital expenditures	(29,281		)	(120,154		)	(84,211		)
Proceeds from disposals of property, plant and equipment	156			108			10,530
Proceeds from divestitures	25,987			—			5,670
Acquisition of business, net of cash on hand	(21,494,287		)	—			—
Other items, net	(25,954		)	30,251			(5,397		)
Cash used for investing activities	(21,523,379		)	(89,795		)	(73,408		)
Cash Flows from Financing Activities:
Payments on long-term debt	(2,643,351		)	(439,747		)	(200,210		)
Proceeds from long-term debt	12,571,982			1,521			192,302
Debt issuance costs	(315,911		)	—			—
Net (payments)/proceeds on commercial paper and short-term debt	(1,627,660		)	480,672			6,164
Dividends	—			—			(165,569		)
Exercise of stock options	—			886			12,537
Purchase of treasury stock	—			—			(18,045		)
Acquisitions of subsidiary shares from noncontrolling interest	—			—			(80,132		)
Capital contributions	16,500,000			—			—
Other items, net	9,659			42,086			10,432
Cash provided by/(used for) financing activities	24,494,719			85,418			(242,521		)
Effect of exchange rate changes on cash and cash equivalents	(18,793		)	(30,262		)	(85,011		)
Net increase/(decrease) in cash and cash equivalents	2,678,780			(406,732		)	(351,905		)
Cash and cash equivalents at beginning of period	—			2,476,699			1,330,441
Cash and cash equivalents at end of period	$	2,678,780		$	2,069,967		$	978,536

See Notes to Condensed Consolidated Financial Statements.

_______________________________________

8 6

H. J. HEINZ COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


(1)	Basis of Presentation

The interim condensed consolidated financial statements of H. J. Heinz Company, together with its subsidiaries (collectively referred to as the “Company”), are unaudited. In the opinion of management, all adjustments, which are of a normal and recurring nature, except those which have been disclosed elsewhere in this Quarterly Report on Form 10-Q, necessary for a fair statement of the results of operations of these interim periods, have been included. The results for interim periods are not necessarily indicative of the results to be expected for the full fiscal year due in part to the seasonal nature of the Company’s business. These statements should be read in conjunction with the Company’s consolidated financial statements and related notes, and management’s discussion and analysis of financial condition and results of operations which appear in the Company’s Annual Report on Form 10-K for the year ended April 29, 2012.Organization

On June 7, 2013, H. J. Heinz Company (2the “Company,” “we,” “us,” and “our”) ~~Recently~~ ~~Issued~~was ~~Accounting~~acquired ~~Standards~~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 an indirect wholly owned subsidiary of Parent (“Merger Subsidiary”), in a transaction hereinafter referred to as the “Merger.” As a result of the Merger, Merger Subsidiary merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Hawk Acquisition Intermediate Corporation II ("Holdings"), which in turn is an indirect wholly owned subsidiary of Parent, the entity that is controlled by the Sponsors. See Note 2 "Merger and Acquisition" for further information on the Merger.

InBasis ~~February 2013, the Financial Accounting Standards Board ("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 is required to adopt this revised standard in the fourth quarter of Fiscal 2013. This revised standard will not impact our results of operations or financial position.Presentation

InThe ~~July~~Merger ~~2012,~~was ~~the~~accounted ~~FASB~~for ~~issued~~as ana ~~amendment~~business tocombination ~~the~~using ~~indefinite-lived intangibles impairment standard. This revised standard is intended to reduce~~ the ~~cost~~acquisition ~~and~~method ~~complexity~~ of ~~testing~~accounting ~~indefinite-lived~~in ~~intangible~~accordance ~~assets other than goodwill for impairment by providing entities~~ with ~~the~~Financial ~~option~~Accounting toStandards ~~first~~Board ~~assess~~("FASB") ~~qualitatively~~Accounting ~~whether~~Standards itCodification is805, ~~more~~Business ~~likely than not that an indefinite-lived intangible asset is impaired~~Combinations. An ~~entity~~The isSponsors' ~~not~~cost ~~required~~of toacquiring ~~calculate~~ the ~~fair~~Company ~~value~~has ofbeen ~~an indefinite~~pushed-~~lived~~down ~~intangible~~to ~~asset~~establish ~~and~~a ~~perform~~new ~~the~~accounting ~~quantitative~~basis ~~impairment~~for ~~test unless~~ the ~~entity determines that it is more likely than not that the asset is impaired~~Company. AnAccordingly, ~~entity~~the ~~can~~interim ~~choose~~consolidated tofinancial ~~perform~~statements ~~the~~are ~~qualitative~~presented ~~assessment~~for ontwo ~~none~~periods, ~~some,~~Predecessor orand ~~all of its indefinite-lived intangible assets. Moreover~~Successor, anwhich ~~entity~~relate ~~can~~to ~~by-pass~~ the ~~qualitative~~accounting ~~assessment~~periods preceding and ~~perform~~succeeding the ~~quantitative~~completion ~~impairment~~of ~~test~~the ~~for any indefinite-lived intangible asset in any period~~Merger. The ~~Company~~Predecessor isand ~~required~~Successor toperiods ~~adopt~~have ~~this~~been ~~revised~~separated ~~standard~~by ina ~~Fiscal~~vertical ~~2014,~~line ~~however,~~on the ~~Company~~face ~~will~~of ~~early~~the ~~adopt~~consolidated ~~this~~financial ~~revised~~statements ~~standard~~to ~~for~~highlight the ~~Fiscal~~fact ~~2013~~that ~~annual impairment tests which will be performed during~~ the ~~fourth~~financial ~~quarter~~information offor ~~Fiscal~~such ~~2013. This~~periods ~~revised~~has ~~standard~~been ~~will~~prepared ~~not~~under ~~impact~~two ~~our~~different ~~results~~historical-cost bases of ~~operations or financial position~~accounting.

~~(3) Discontinued~~Successor ~~Operations~~-The consolidated financial statements as of July 28, 2013, and for the period from February 8, 2013 through July 28, 2013, include the accounts of Merger Subsidiary from inception on February 8, 2013 and the accounts of the Company subsequent to the closing of the Merger on June 7, 2013.

InPredecessor ~~the~~-The ~~third~~consolidated ~~quarter~~financial ofstatements ~~Fiscal 2013, the Company's Board~~ of ~~Directors approved management's plan to sell Shanghai LongFong Foods ("LongFong"), a maker of frozen products in China which was previously reported in~~ the ~~Asia/Pacific segment. The~~ Company isprior ~~currently committed~~ to ~~its plan to sell this business and anticipates securing an agreement with a buyer in~~ the ~~next~~Merger 12 months. As a result, LongFong's net assets were classified as held for sale and the Company adjusted the carrying value to estimated fair value, recording a $36.0 million pre-tax and after-tax non-cash goodwill impairment charge to discontinued operations during the third quarter of Fiscal 2013. The net assets held for sale related to LongFong as of January 27, 2013 are reported in Other current assets, Other non-current assets, Other accrued liabilities and Other non-current liabilities on ~~the~~June ~~condensed consolidated balance sheet as of January 27~~7, 2013 ~~as they are not material for separate balance sheet presentation~~.

~~During~~The ~~the~~interim ~~first~~condensed ~~quarter~~consolidated offinancial ~~Fiscal~~statements ~~2013,~~of the Company ~~completed~~are unaudited. In the ~~sale~~opinion of ~~its~~management, ~~U.S.~~all ~~Foodservice~~adjustments, ~~frozen~~which ~~desserts~~are ~~business~~of a normal and recurring nature, ~~resulting~~except those which have been disclosed elsewhere in athis ~~$32.7~~Quarterly ~~million~~Report ~~pre~~on Form 10-~~tax~~Q, ~~($21.1~~necessary ~~million~~for ~~after-tax)~~a ~~loss~~fair ~~which~~statement ~~has~~of the results of operations of these interim periods, have been ~~recorded~~included. The results for interim periods are not necessarily indicative of the results to be expected for the full fiscal year due in ~~discontinued~~part to the seasonal nature of the Company's business. These statements should be read in conjunction with the Company's consolidated financial statements and related notes, and management's discussion and analysis of financial condition and results of operations which appear in the Company's Annual Report on Form 10-K for the year ended April 28, 2013.

Earnings per share information has not been presented because the Company's stock is no longer publicly traded.


(2)	Merger and Acquisition

On February 13, 2013, the Company entered into the Merger Agreement with Parent and Merger Subsidiary. The acquisition was consummated on June 7, 2013, and as a result, Merger Subsidiary merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Holdings, which in turn is an indirect wholly owned subsidiary of Parent. Parent is controlled by the Sponsors. Upon the completion of the Merger, the Company's shareholders received $72.50 in cash, without interest and less applicable taxes thereon, for each share of common stock held prior to the effective time of the Merger.

Additionally, 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 cash consideration of $72.50.

The total consideration paid in connection with the Merger was approximately $28.75 billion, including the assumption of the Company's outstanding debt, which was funded by equity contributions from the Sponsors totaling $16.5 billion as well as proceeds received by Merger Subsidiary of approximately $11.5 billion, pursuant to the Senior Credit Facilities (of which $9.5 billion was drawn at the close of the transaction), and $3.1 billion upon the issuance of 4.25% Senior Secured Notes (as defined and described herein) by Merger Subsidiary, less applicable debt issuance costs of $315.9 million. As a result of the Merger and the transactions entered into in connection therewith, we have assumed the liabilities and obligations of Merger Subsidiary, including Merger Subsidiary's obligations under the Senior Credit Facilities.

The preliminary allocation of consideration to the net tangible and intangible assets acquired and liabilities assumed in the Merger reflects preliminary fair value estimates based on management analysis, including preliminary work performed by third-party valuation specialists, which are subject to change within the measurement period as valuations are finalized. Measurement period adjustments that the Company determines to be material will be applied retrospectively to the Merger Date.

The following is a summary of the preliminary allocation of the purchase price of the Merger to the estimated fair values of assets acquired and liabilities assumed in the transaction:



	(In thousands)
Current assets	$	6,143,334
Property, Plant and Equipment	2,698,380
Trademark and other intangibles	13,527,757
Other assets	1,503,624
Trade and other payables	(2,521,402		)
Long term debt	(3,021,882		)
Deferred income taxes	(4,202,827		)
Non-pension postretirement benefits and other noncurrent liabilities	(653,861		)
Redeemable non controlling interest and non controlling interest	(258,008		)
Net assets acquired	13,215,115
Goodwill on acquisition	15,537,849
Total consideration paid	$	28,752,964

Trade receivables and payables, as well as other current and non-current assets and liabilities were valued at the existing carrying values as they represented the fair value of those items at the time of the Merger, based on management's judgments and estimates.

Finished goods and work-in-process inventory has been valued using a net realizable value approach resulting in a step-up of $384.4 million which is recognized in Cost of products sold in the Successor period as the related inventory is sold. Raw materials and packaging inventory has been valued using the replacement cost approach.

Property, plant and equipment have been valued using a combination of the income approach, the market approach and cost approach which is based on current replacement and/or reproduction cost of the asset as new, less depreciation attributable to physical, functional, and economic factors. Useful lives of the property, plant and equipment were estimated to be between 3 and 40 years.

Trademarks have been valued using the excess earnings method for top tier brands and the relief from royalty method for other brands. The excess earnings method estimates fair value of an intangible asset by deducting expected costs, including income taxes, from expected revenues attributable to that asset to arrive at after-tax cash flows. From such after-tax cash flows, after-tax contributory asset charges are deducted to arrive at incremental after-tax cash flows. These resulting cash flows are discounted to a present value to which the tax amortization benefit is added to arrive at fair value. Relief from royalty method under the income approach estimates the cost savings that accrue to the Company which

would otherwise have to pay royalties or license fees on revenues earned through the use of the asset. Trademarks are considered to have indefinite lives.

Customer relationships were determined using the distributor method, a variation of the excess earnings method discussed above, whereby distributor-based inputs for margins and contributory asset charges are used. The useful lives of customer relationships is estimated to be 20 years each.

Existing long term debt assumed in the Merger was fair valued based on quoted market prices. The debt assumed included the Company's existing 6.375% Debentures due 2028, 6.25% Notes due 2030, 6.75% Notes due 2032 and 7.125% Notes due 2039.

Deferred income tax assets and liabilities as of the acquisition date represent the expected future tax consequences of temporary differences between the fair values of the assets acquired and liabilities assumed and their tax bases.

The total non tax deductible goodwill relating to the Merger is $15.54 billion.

The Company incurred $150.4 million in Merger related costs on a pretax basis, including $60.4 million consisting primarily of advisory fees, legal, accounting and other professional costs. The Company also incurred $90.0 million related to severance and compensation arrangements pursuant to existing agreements with certain former executives and employees in connection with the Merger. These amounts are separately reflected in the accompanying statement of operations for the Successor period.

Prior to consummation of the Merger, the Company incurred $112.2 million of Merger related costs, including $48.1 million resulting from the acceleration of expense for stock options, restricted stock units and other compensation plans pursuant to the existing change in control provisions of those plans, and $64.0 million of professional fees. These amounts are separately reflected in Merger related costs in the accompanying statement of operations for the Predecessor period. The Company also recorded a loss from the extinguishment of debt of approximately $129.4 million for debt required to be repaid upon closing as a result of the change in control which is reflected in Other (expense) income, net, in the accompanying statement of operations for the Predecessor period.

The following unaudited pro forma financial data summarizes the Company's results of operations as if the Transaction had occurred as of April 30, 2012. The pro forma data is for informational purposes only and may not necessarily reflect the actual results of operations had the Merger been consummated on April 30, 2012.



	Three Months Ended July 28, 2013		Three Months Ended July 29, 2012
	(In thousands)

Revenue	$	2,639,377	$	2,783,451
Net income/(loss)	$	162,487	$	(265,815	)

The most significant of the pro forma adjustments were to reflect the impact of Merger related costs, the unrealized gain on derivative instruments and higher cost of products sold associated with the preliminary purchase accounting adjustments related to the step-up in inventory in the three months ended July 29, 2012.


(3)	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 amendment does not change the current requirements for reporting net income or other comprehensive income/loss in financial statements. The new amendment 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 adopted this revised standard in the first quarter of Fiscal 2014. The adoption of this revised standard did not impact our results of operations or financial position.

~~The~~In ~~operating~~July ~~results~~2012, ~~related~~the FASB issued an amendment to ~~these~~the ~~businesses~~indefinite-lived ~~have~~intangibles ~~been~~impairment ~~included~~standard. This inrevised ~~discontinued~~standard ~~operations~~is inintended to reduce the ~~Company's~~cost ~~consolidated~~and ~~statements~~complexity of ~~income~~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 ~~periods~~of ~~presented~~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 ~~following~~Company ~~table~~early ~~presents~~adopted ~~summarized~~this ~~operating~~amendment ~~results~~in the fourth quarter of Fiscal 2013 for ~~these~~use ~~discontinued~~in the Fiscal 2013 annual impairment testing. The adoption of this revised standard did not impact our results of operations: or financial position.

	Third Quarter Ended						Nine Months Ended
	January 27, 2013FY 2013			January 25, 2012FY 2012			January 27, 2013FY 2013			January 25, 2012FY 2012
	(In millions)
Sales	$	14.2		$	43.2		$	30.0		$	103.6
Net after-tax losses	$	(2.7	)	$	(3.6	)	$	(15.0	)	$	(19.9	)
Tax (expense)/benefit on losses	$	(0.2	)	$	0.8		$	0.4		$	1.4

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 adopted this amendment on the first day of Fiscal 2014, and this adoption did not impact the Company's disclosure requirements.

(4) Fiscal ~~2012~~2014 Productivity Initiatives

OnDuring ~~May~~Fiscal 262014, ~~2011,~~ the Company ~~announced~~is ~~that~~investing ~~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~~company recorded costs related to these ~~productivity~~ initiatives, all of ~~$33.7~~which ~~million~~were ~~pre-tax~~reported ~~($22.6~~in ~~million~~the ~~after~~Non-~~tax~~Operating ~~or $0~~segment.07 These ~~per~~pre-tax ~~share)~~costs ~~during~~were ~~the~~primarily ~~third~~comprised ~~quarter~~of severance ~~ended January 25, 2012~~ and ~~$111.2~~employee ~~million~~benefit ~~pre-tax~~costs ~~($76.3~~related ~~million~~to ~~after-tax~~a orfactory ~~$0.24~~closure ~~per~~in ~~share)~~China ~~during~~and the ~~nine~~reduction ~~months ended January 25, 2012, all~~ of ~~which~~manufacturing ~~were~~in ~~reported~~a factory in the ~~Non-Operating segment~~U.K. These ~~pre-tax~~ costs were ~~comprised~~primarily recorded in cost of ~~the~~products ~~following:~~sold.

•$11.0 million and $39.6 million for the third quarter and nine months ended January 25, 2012, respectively, relating to asset write-offs and accelerated depreciation for the closure of six factories, including two in Europe, three in the U.S. and one in Asia/Pacific,

•$9.3 million and $38.0 million for the third quarter and nine months ended January 25, 2012, respectively, for severance and employee benefit costs relating to the reduction of the global workforce by approximately 760 positions through the nine months ended January 25, 2012, and

•$13.4 million and $33.6 million for the third quarter and nine months ended January 25, 2012, respectively, 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 manufacturing efficiencies in the Asia/Pacific segment.

Of the $33.7 million total pre-tax charges for the third quarter ended January 25, 2012, $22.2 million was recorded in cost of products sold and $11.4 million in selling, general and administrative expenses (“SG&A”). Of the $111.2 million total pre-tax charges for the nine months ended January 25, 2012, $81.0 million was recorded in cost of products sold and $30.1 million in SG&A. In addition, after-tax charges of $0.1 million and $0.5 million were recorded in loss from discontinued operations for the third quarter and nine months ended January 25, 2012, respectively, for severance and employee benefit costs relating to the reduction of the LongFong workforce by approximately 70 positions through the nine months ended January 25, 2012. Cash paid for productivity initiatives in the first nine months of Fiscal 2012 was $62.6 million.

The Company did 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
	Successor			Predecessor
		Third Quarter Ended		Nine Months Ended
	February 8 - July 28,2013			April 29 - June 7,2013
		January 25, 2012		January 25, 2012
	(In millions)
		(In millions)
Europe	$	—		$	3.6
North American Consumer Products		$	3.8	$	7.2
Asia/Pacific	2.3			2.4
Europe		9.0		23.4
Total productivity charges	$	2.3		$	6.0
Asia/Pacific		11.7		43.3
U.S. Foodservice		8.7		34.8
Rest of World		0.1		2.1
Non-Operating		$	0.3	$	0.3
Total productivity charges		$	33.7	$	111.2
(Totals may not add due to rounding)

~~There~~On ~~were~~August no9, ~~charges~~2013, ~~for~~the ~~productivity~~Company ~~initiatives~~announced inthe ~~Fiscal~~beginning ~~2013. The~~of ~~amount~~a ~~included~~restructuring plan that will result in ~~other~~the ~~accrued~~reduction ~~liabilities~~of ~~related~~a tonumber ~~productivity~~of ~~initiatives~~corporate ~~totaled~~and ~~$54~~field positions across the Company's global business segments.6 The ~~million~~Company atis ~~April 29,~~undertaking ~~2012,~~the ofrestructuring ~~which~~as ~~$44~~part ~~million~~of ~~has~~its ~~been~~ongoing ~~paid~~cost ~~during~~reduction ~~the~~efforts ~~first~~with ~~nine~~the ~~months~~goal of ~~Fiscal~~driving ~~2013~~efficiencies and ~~the~~creating ~~remainder~~fiscal isresources ~~expected~~that towill be ~~paid~~reinvested ~~during~~into ~~this~~the ~~fiscal~~Company's ~~year~~business.

~~(5) Goodwill~~As of September 11, 2013, the date of this filing, the number of employees impacted globally by this restructuring is approximately 1,200. The Company currently estimates it will incur total charges of approximately $160 million related to severance benefits and ~~Other~~other ~~Intangible~~severance-related ~~Assets~~expenses related to these impacted employees. The severance-related charges that the Company expects to incur in connection with these work force reductions are subject to a number of assumptions and may differ from actual results. The Company may also incur other charges not currently contemplated due to events that may occur as a result of, or related to, these cost reductions.

	NorthAmericanConsumerProducts			Europe			Asia/Pacific			U.S.Foodservice			Rest ofWorld			Total
	(In thousands)
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			1,145,288			395,199			257,674			280,291			3,185,527
Disposals	—			(527		)	—			(899		)	—			(1,426		)
Impairment loss	—			—			(36,000		)	—			—			(36,000		)
Goodwill allocated to discontinued operations	—			—			(4,526		)	—			—			(4,526		)
Translation adjustments	(3,642		)	(9,591		)	3,050			—			(28,865		)	(39,048		)
Balance at January 27, 2013	$	1,103,433		$	1,135,170		$	357,723		$	256,775		$	251,426		$	3,104,527


(5)	Discontinued Operations

During Asthe afirst ~~result~~quarter of ~~classifying~~Fiscal ~~the LongFong business as held-for-sale~~2014, the Company ~~took~~completed ~~a non-cash impairment charge of $36.0 million to goodwill based on~~ the ~~fair~~sale ~~value~~ of ~~the~~Shanghai ~~anticipated~~LongFong ~~sale. During~~Foods ~~the~~("LongFong") ~~second quarter of Fiscal 2013~~business, ~~the~~resulting ~~Company~~in ~~changed~~an ~~its~~insignificant ~~annual~~pre-tax ~~goodwill~~and ~~impairment~~after-tax ~~testing~~loss ~~date~~which ~~from~~was ~~the~~recorded ~~fourth~~in ~~quarter~~discontinued tooperations in the ~~third~~Successor ~~quarter of each year~~period. AsThe ~~such,~~net ~~the~~assets ~~Company~~held ~~completed~~for ~~its~~sale ~~annual impairment~~related ~~assessment~~to ofLongFong ~~goodwill~~are ~~during~~reported ~~the~~in ~~third~~Other ~~quarter~~current ofassets, ~~Fiscal~~Other ~~2013. No~~non-current ~~additional~~assets, ~~impairments~~Other ~~were~~accrued ~~identified~~liabilities ~~during~~and ~~the~~Other ~~Company's~~non-current ~~annual~~liabilities ~~assessment~~on ~~of goodwill. Total goodwill accumulated impairment losses for~~ the ~~Company~~condensed ~~since~~consolidated ~~Fiscal~~balance ~~2003~~sheet ~~were~~as ~~$120.6 million consisting~~ of ~~$54.5 million for Europe~~April 28, ~~$38.7~~2013 ~~million~~as ~~for~~they ~~Asia/Pacific~~are ~~and~~not ~~$27.4~~material ~~million~~ for ~~Rest~~separate ofbalance ~~World~~sheet ~~as of January 27, 2013~~presentation.

During the first quarter of Fiscal 2013, the Company completed the sale of its U.S. Foodservice frozen desserts business, resulting in a $31.5 million pre-tax ($20.4 million after-tax) loss which has been recorded in discontinued operations.

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:



	Successor			Predecessor
	February 8 - July 28, 2013			April 29 - June 7, 2013			Three Months Ended July 29, 2012
	(In millions)
Sales	$	2.9		$	1.2		$	10.2
Net after-tax losses	$	(1.7	)	$	(1.3	)	$	(7.7	)
Tax benefit on losses	$	—		$	—		$	0.6


(6)	Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill for the Predecessor period April 29, 2013 to June 7, 2013, and the Successor period February 8, 2013 to July 28, 2013, by reportable segment, are as follows:



	North American Consumer Products			Europe			Asia/Pacific			U.S. Foodservice		Rest of World			Total
	(In thousands)
Predecessor
Balance at April 28, 2013	1,101,927			1,105,461			359,842			256,775		255,245			3,079,250
Translation adjustments	(409		)	9,849			(16,523		)	—		(15,986		)	(23,069		)
Balance at June 7, 2013	1,101,518			1,115,310			343,319			256,775		239,259			3,056,181

Successor
Balance at February 8, 2013	—			—			—			—		—			—
Acquisition (see Note 2)	8,641,059			3,626,692			1,501,847			1,444,100		324,151			15,537,849
Translation adjustments	(1,579		)	(24,000		)	(5,163		)	—		(8,675		)	(39,417		)
Balance at July 28, 2013	$	8,639,480		$	3,602,692		$	1,496,684		$	1,444,100	$	315,476		$	15,498,432

Prior to the Merger, 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 $27.4 million for Rest of World. As a result of the Merger, there were no accumulated impairment losses to goodwill as of July 28, 2013.

Intangible assets not subject to amortization at July 28, 2013 totaled $12.19 billion and consisted of $11.36 billion of trademarks, $775.0 million of licenses, and $53.9 million of other intangibles. 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. The increase in intangible assets, not subject to amortization expense, since April 28, 2013 is due to purchase accounting adjustments as a result of the Merger.

Other intangible assets at July 28, 2013 and April 28, 2013, subject to amortization expense, are as follows:

	January 27, 2013								April 29, 2012
	Successor							Predecessor
	Gross		AccumAmort			Net			Gross			AccumAmort				Net
	July 28, 2013							April 28, 2013
	(In thousands)
	Gross		AccumAmort			Net		Gross			AccumAmort				Net
Trademarks	$	286,554	$	(90,953	)	$	195,601		$	282,937		$	(87,925	)		$	195,012
	(In thousands)
Licenses	208,186		(168,234		)	39,952			208,186			(163,945		)		44,241
Customer-related assets	1,122,403		(5,151		)	1,117,252		209,428			(77,310		)		132,118
Recipes/processes	87,189		(37,107		)	50,082			89,207			(35,811		)		53,396
Licenses	121,894		(1,591		)	120,303		208,186			(169,666		)		38,520
Customer-related assets	211,482		(75,360		)	136,122			216,755			(69,244		)		147,511
Other	23,779		(118		)	23,661		419,642			(156,032		)		263,610
Other	46,476		(26,388		)	20,088			48,643			(25,442		)		23,201
	$	1,268,076	$	(6,860	)	$	1,261,216	$	837,256		$	(403,008	)		$	434,248
	$	839,887	$	(398,042	)	$	441,845		$	845,728		$	(382,367	)		$	463,361

Amortization expense for ~~trademarks~~Other ~~and other~~ intangible assets was $73.72 million ~~and~~during ~~$7.5 million for~~ the ~~third~~Predecessor ~~quarters~~period ~~ended January 27, 2013~~ and ~~January 25,~~$6.9 ~~2012,~~million ~~respectively~~during ~~and~~the ~~$23.1~~Successor ~~million~~period and $247.47 million for the ~~nine~~first ~~months~~quarter ended ~~January~~July 2729, ~~2013 and January 25,~~ 2012~~, respectively~~. Based upon the amortizable intangible assets recorded on the balance sheet as of ~~January~~July 2728, 2013, average annual amortization expense for each of the next five fiscal years is estimated to be approximately $3171.0 million.

~~Intangible assets not subject to amortization at January 27, 2013 totaled $992.1 million and consisted of $855.3 million of trademarks, $117.1 million of recipes/processes, and $19.~~(7) ~~million~~Income of licenses. Intangible assets not subject to amortization at April 29, 2012 totaled $1.04 billion 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 due primarily to translation adjustments and intangible assets allocated to discontinued operations. Taxes

~~(6) Income~~The ~~Taxes~~provision for income taxes consists of provisions for federal, state and foreign income taxes. The Company operates in an international environment with almost 70% of its sales 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 2011 for the United Kingdom, through Fiscal 2010 for the U.S., and through Fiscal 2008 for Australia, Canada, and Italy.

~~The~~For ~~provision~~the ~~for~~Successor ~~income~~period the ~~taxes~~Company ~~consists~~recorded ofa ~~provisions~~tax ~~for~~benefit ~~federal,~~of ~~state and foreign income taxes~~$186.6 ~~The~~million, ~~Company~~or ~~operates in an international environment with almost 70~~71.9% of ~~its~~pretax ~~sales~~loss. ~~outside~~For the ~~U.S. Accordingly,~~Predecessor period the ~~consolidated~~Company ~~income~~recorded ~~tax rate is~~ a ~~composite~~tax ~~rate~~expense ~~reflecting~~of ~~the~~$61.1 ~~earnings~~million, inor ~~various~~(46.9%) ~~locations~~of ~~and~~pretax ~~the applicable tax rates~~loss. In the ~~normal~~first ~~course~~quarter of ~~business~~Fiscal 2013, the Company isrecorded ~~subject~~a totax ~~examination~~expense byof ~~taxing~~$61.6 ~~authorities throughout the world~~million, ~~including~~or ~~such major jurisdictions as Australia, Canada, Italy, the United Kingdom and the United States~~17.4% ~~The~~of ~~Company~~pretax ~~has substantially concluded all national~~ income ~~tax matters for years through Fiscal 2010 for the United Kingdom and the U~~.~~S., and through Fiscal 2008 for Australia, Canada, and Italy.~~

~~During~~The tax benefit in the ~~second~~Successor ~~quarter~~period included a benefit of ~~Fiscal~~$103.7 ~~2013,~~million ~~the~~related ~~Company~~to ~~completed~~the aimpact ~~tax-free~~on ~~reorganization~~deferred intaxes of a ~~foreign~~300 ~~jurisdiction~~basis ~~which~~point ~~resulted~~statutory intax anrate ~~increase~~reduction in the ~~tax~~United ~~basis~~Kingdom ofwhich ~~both~~was ~~fixed~~enacted ~~and~~in ~~intangible~~the ~~assets. The~~period, ~~increased~~and ~~tax~~a ~~basis~~favorable ~~resulted~~jurisdictional inincome ~~a $63~~mix.0 ~~million~~The ~~discrete~~benefit ~~tax~~of ~~benefit~~the ~~fully~~statutory ~~recognized~~tax rate reduction in the ~~second~~United ~~quarter~~Kingdom ~~and~~was issignificantly ~~expected~~increased due to ~~provide~~the ~~cash~~increase ~~flow~~in ~~benefits~~deferred oftax ~~approximately~~liabilities ~~$91~~recorded ~~million~~in ~~over~~purchase ~~the~~accounting ~~next~~for 10the ~~years~~Merger. asThese abenefits ~~result~~were ofpartially ~~the~~offset ~~tax~~by ~~deductions~~current ofperiod ~~the~~nondeductible ~~assets~~Merger ~~over~~related ~~their amortization periods~~costs.

~~During~~The ~~the~~tax ~~first~~provision ~~quarter~~for ofthe Fiscal ~~2013,~~2014 aPredecessor ~~foreign~~period ~~subsidiary~~was ofprincipally ~~the~~caused ~~Company~~by ~~exercised~~the aeffect ~~tax~~of ~~option~~repatriation ~~under~~costs ~~local law to revalue certain~~ of ~~its~~approximately ~~intangible assets, increasing the local tax basis by~~ $~~82.1~~100 million~~. This~~ ~~revaluation~~for ~~resulted~~earnings ~~in a reduction~~ of ~~tax~~foreign ~~expense~~subsidiaries indistributed during the ~~first~~period ~~nine~~and ~~months of Fiscal 2013, fully recognized in~~ the ~~first~~effect ~~quarter,~~ of ~~$12.9~~current ~~million,~~period ~~reflecting~~nondeductible ~~the~~Merger ~~deferred~~related ~~tax benefit from the higher tax basis partially offset by the tax liability arising from this revaluation of $13~~costs.~~1 million.~~

~~During~~The tax provision for the ~~second~~first quarter of Fiscal ~~2012,~~2013 included a ~~foreign~~$12.9 ~~subsidiary~~million ~~of the Company also exercised a~~ tax ~~option~~benefit ~~under~~from ~~local~~an ~~law to revalue certain of its~~ intangible ~~assets,~~asset ~~increasing~~revaluation ~~the~~for ~~local~~ tax ~~basis~~purposes elected by ~~$220.2~~a ~~million. This~~foreign ~~revaluation~~subsidiary ~~resulted~~and in a ~~reduction~~benefit ~~in Fiscal 2012 tax expense, fully recognized in the second quarter,~~ of $~~34.~~9.5 million ~~reflecting~~related ~~the~~to ~~deferred~~a ~~tax~~200 ~~benefit~~basis ~~from~~point ~~the~~statutory ~~higher~~ tax ~~basis~~rate ~~partially~~reduction ~~offset~~also byin the ~~tax~~United ~~liability arising from this revaluation of $34~~Kingdom.~~8 million.~~

The ~~tax~~total ~~benefit~~amount ~~from the higher basis amortization~~ of ~~both~~gross ~~revaluations~~unrecognized ~~above~~tax ~~will~~benefits ~~result~~for inuncertain atax ~~reduction~~positions, inincluding ~~cash~~positions ~~taxes~~impacting ~~over~~only the 20timing ~~year~~of tax ~~amortization~~benefits, ~~period~~was of$55.4 ~~approximately~~million and $9545.4 million~~. Also~~ on July 28, as2013 aand ~~result~~April 28, 2013, respectively. The amount of ~~these~~unrecognized ~~taxable~~tax ~~revaluations~~benefits that, ~~the~~if ~~subsidiary~~recognized, ~~made~~would impact the effective tax ~~payments~~rate ofwas $1747.94 million and $1038.43 million ~~during~~on ~~the nine months ended January~~July 2728, 2013, and ~~January~~April 2528, ~~2012~~2013, respectively,. ~~and~~It is ~~expected~~reasonably topossible ~~make~~that ~~additional~~the ~~payments~~amount of ~~approximately~~unrecognized ~~$16~~tax ~~million~~benefits ~~and~~will decrease by as much as $419.8 million ~~during~~in ~~Fiscals~~the ~~2014~~next 12 months primarily due to the progression of state and ~~2015,~~foreign ~~respectively~~audits in process.

The Company classifies interest and penalties on tax uncertainties as a component of the provision for income taxes. The total amounts of interest accrued at July 28, 2013 and April 28, 2013 were $10.2 million and $8.5 million, respectively. The corresponding amounts of accrued penalties at July 28, 2013 and April 28, 2013 were $8.8 million and $6.9 million, respectively.

~~The~~(8) ~~effective~~Employees’ ~~tax~~Stock ~~rate~~Incentive ~~for~~Plans the nine months ended January 27, 2013 decreased to 15.9% from 19.7% in the prior year on a reported basis. The decrease in the effective tax rate is primarily the result of the benefit of the Fiscal 2013 reorganization and ~~revaluation~~Management ~~noted~~Incentive above exceeding the benefit of the Fiscal 2012 revaluation noted above. In addition, the current period contains lower repatriation costs on current year earnings, the benefit of which is partially offset by the prior period benefits from the favorable 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 a benefit related to 200 basis point statutory tax rate reductions in the United Kingdom. Plans

~~The~~In ~~total~~connection ~~amount~~with ofthe ~~gross~~Merger ~~unrecognized~~and ~~tax~~in ~~benefits~~accordance ~~for~~with ~~uncertain~~the ~~tax~~existing ~~positions,~~change ~~including~~in ~~positions~~control ~~impacting~~provisions ~~only~~in ~~the~~these ~~timing of tax benefits~~plans, ~~was~~all ~~$35.2~~outstanding ~~million~~stock ~~and~~option ~~$52.7 million~~awards, onrestricted ~~January 27,~~stock ~~2013~~units ~~and~~(except ~~April 29,~~for ~~2012,~~certain ~~respectively.~~retention ~~The~~RSUs ~~amount~~as ofdiscussed ~~unrecognized~~below) ~~tax~~and ~~benefits~~restricted ~~that,~~stock ifawards ~~recognized,~~issued ~~would~~pursuant ~~impact~~to ~~the~~various ~~effective~~shareholder-approved ~~tax~~plans ~~rate~~and ~~was~~a ~~$27.1~~shareholder-authorized ~~million~~employee ~~and~~stock ~~$38.9~~purchase ~~million,~~plan onwere ~~January 27,~~automatically ~~2013~~canceled and ~~April 29,~~converted ~~2012,~~into ~~respectively.~~the Itright isto ~~reasonably~~receive ~~possible~~$72.50 ~~that~~in ~~the~~cash. ~~amount~~The ofexpense ~~unrecognized~~from ~~tax~~accelerated ~~benefits~~vesting ~~will~~of ~~decrease~~these bystock asbased ~~much~~awards astotaling $1824.3 million inwas ~~the~~recorded ~~next~~in ~~12 months~~Merger ~~primarily~~related ~~due~~costs toin the ~~expiration~~accompanying ofstatement ~~statutes~~ of ~~limitations~~operations infor ~~various foreign jurisdictions along with~~ the ~~progression~~Predecessor ofperiod ~~state~~ended ~~and~~June ~~foreign~~7, ~~audits in process~~2013.

~~The~~Retention ~~Company~~RSUs ~~classifies~~were ~~interest~~not ~~and~~canceled ~~penalties~~in onconnection ~~tax~~with ~~uncertainties~~the asMerger, aand ~~component~~remain ofsubject to the ~~provision~~vesting ~~for~~schedule ~~income~~pursuant ~~taxes.~~to ~~The~~the ~~total~~existing ~~amounts~~terms of ~~interest~~the applicable award agreements and ~~penalties~~the ~~accrued~~general attiming ~~January 27,~~of ~~2013~~payment ~~were~~would ~~$11.0~~be ~~million~~in ~~and~~accordance $7with such terms.4 ~~million~~Pursuant to the Merger Agreement, ~~respectively.~~these ~~The~~equity ~~corresponding~~awards ~~amounts~~have ofbeen ~~accrued~~converted ~~interest~~into liability awards and ~~penalties~~for atthe ~~April 29,~~vested ~~2012~~portion ~~were~~of ~~$16.0~~these ~~million~~awards the Company recorded an amount equal to the Merger consideration plus any accrued and ~~$13.8~~unpaid ~~million,~~dividend ~~respectively~~equivalents.

~~(7) Employees’~~The ~~Stock~~compensation ~~Incentive~~cost ~~Plans~~related to equity plans that were in place in the Predecessor periods primarily recognized in SG&A and ~~Management~~Merger ~~Incentive~~related ~~Plans~~costs, and the related tax benefit, are as follows:

At January 27, 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, as described on pages 52 to 56 of the Company’s Annual Report on Form 10-K for the fiscal year ended April 29, 2012. The compensation cost related to these plans primarily recognized in SG&A and the related tax benefit are as follows:



	Successor		Predecessor
	February 8 - July 28, 2013		April 29 - June 7, 2013		Three Months Ended July 29, 2012
	(In millions)
Pre-tax compensation cost	$	1.9	$	26.1	$	6.9
Tax benefit	0.7		7.9		2.1
After-tax compensation cost	$	1.2	$	18.2	$	4.8

	Third Quarter Ended				Nine Months Ended
	January 27, 2013		January 25, 2012		January 27, 2013		January 25, 2012
	(In millions)
Pre-tax compensation cost	$	8.0	$	8.5	$	26.7	$	27.0
Tax benefit	2.5		2.8		8.7		8.9
After-tax compensation cost	$	5.5	$	5.7	$	18.0	$	18.1

In the first quarter of Fiscal 2014, the Company granted performance awards as permitted in the Fiscal Year 2003 Stock Incentive 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 two-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. These LTPP awards, as well as those granted in the first quarter of Fiscal 2013 were settled in connection with the Merger.

The ~~Company~~compensation ~~granted~~cost ~~1,540,340~~related ~~and~~to ~~1,649,119~~LTPP ~~option~~ awards toprimarily ~~employees~~recognized ~~during~~in ~~the nine months ended January 27~~Selling, ~~2013~~general and ~~January 25,~~administrative ~~2012,~~expenses("SG&A") ~~respectively. The weighted average fair value per share of the options granted during the nine months ended January 27, 2013~~ and ~~January 25, 2012, as computed using~~ the ~~Black-Scholes~~related ~~pricing~~tax ~~model,~~benefit was $5.79 and $5.80, respectively. The awards granted in Fiscal 2013 and Fiscal 2012 were sourced from the Fiscal Year 2003 Stock Incentive Plan. The weighted average assumptions used to estimate the fair values are as follows:

	Nine Months Ended
	Successor			Predecessor
	January 27, 2013		January 25, 2012
	February 8 - July 28,2013			April 29 - June 7,2013		Three Months EndedJuly 29, 2012
Dividend yield	3.7%		3.7%
	(In millions)
Expected volatility	19.4%		20.9%
Pre-tax compensation cost	$	—		$	3.8	$	8.7
Weighted-average expected life (in years)	7.0		5.0
Tax benefit	—			1.3		3.0
Risk-free interest rate	1.0%		1.0%
After-tax compensation cost	$	—		$	2.5	$	5.7

~~The~~At July 28, 2013, the Company ~~granted~~has ~~420,068~~no ~~and~~outstanding ~~457~~stock option awards,~~783~~ restricted stock units toand ~~employees~~restricted ~~during~~stock awards, other than the ~~nine~~ ~~months~~retention ~~ended January 27,~~RSUs ~~2013~~described above and ~~January 25,~~no ~~2012~~new atequity ~~weighted~~plans ~~average~~have ~~grant~~been ~~prices~~approved ofby ~~$55.94~~the ~~and~~Board ~~$52.28,~~of ~~respectively~~Directors.

In the first quarter of Fiscal 2013, the Company granted performance awards as permitted in the Fiscal Year 2003 Stock Incentive 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 two-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 29, 2012. The ending value will be based

on(9) ~~the~~Pensions ~~average stock price for the 60 trading days prior to~~ and ~~including~~Other ~~the~~Post-Retirement close of the Fiscal 2014 year end, plus dividends paid over the two year performance period. The compensation cost related to LTPP awards primarily recognized in SG&A and the related tax benefit are as follows:Benefits

	Third Quarter Ended				Nine Months Ended
	January 27, 2013		January 25, 2012		January 27, 2013		January 25, 2012
	(In millions)
Pre-tax compensation cost	$	2.0	$	3.2	$	13.1	$	14.2
Tax benefit	0.7		1.1		4.5		5.0
After-tax compensation cost	$	1.3	$	2.1	$	8.6	$	9.2

Following the closing of the Merger, the Company's employees will continue to participate in various employee benefit plans that were in place prior to the acquisition.

The components of net periodic benefit (8income) ~~Pensions~~/cost ~~and~~are ~~Other~~as ~~Post-Retirement Benefits~~follows:

The components of net periodic benefit cost are as follows:



	Successor					Predecessor
	February 8 - July 28, 2013					April 29 - June 7, 2013						Three Months Ended July 29, 2012
	Pension Benefits			Other Retiree Benefits		Pension Benefits			Other Retiree Benefits			Pension Benefits			Other Retiree Benefits
	(In thousands)
Service cost	$	5,074		$	908	$	3,974		$	740		$	7,835		$	1,614
Interest cost	17,423			1,257		13,576			937			32,882			2,473
Expected return on plan assets	(28,343		)	—		(28,826		)	—			(62,340		)	—
Amortization of prior service cost/(credit)	—			—		245			(677		)	632			(1,545		)
Amortization of unrecognized loss	—			—		10,460			223			18,904			451
Settlements	—			—		—			—			1,014			$	—
Special Termination Benefits	—			—		17,230			—			—			—
Net periodic benefit expense (income)	$	(5,846	)	$	2,165	$	16,659		$	1,223		$	(1,073	)	$	2,993

	Third Quarter Ended
	January 27, 2013			January 25, 2012			January 27, 2013			January 25, 2012
	Pension Benefits						Other Retiree Benefits
	(In thousands)
Service cost	$	7,990		$	8,262		$	1,628		$	1,478
Interest cost	33,503			34,273			2,487			2,844
Expected return on plan assets	(63,500		)	(57,665		)	—			—
Amortization of prior service cost/(credit)	639			493			(1,544		)	(1,533		)
Amortization of unrecognized loss	19,151			20,691			451			274
Settlements	3,116			—			—			—
Net periodic benefit expense	$	899		$	6,054		$	3,022		$	3,063

The Company elected to accelerate vesting of benefits under certain supplemental retirement plans upon consummation of the Merger and such plans will be terminated within 364 days of the Merger. The expense associated with the accelerated vesting of $17.2 million was recognized in the Predecessor period ended June 7, 2013.

	Nine Months Ended
	January 27, 2013			January 25, 2012			January 27, 2013			January 25, 2012
	Pension Benefits						Other Retiree Benefits
	(In thousands)
Service cost	$	23,793		$	25,318		$	4,875		$	4,475
Interest cost	99,756			104,759			7,452			8,591
Expected return on plan assets	(189,130		)	(176,202		)	—			—
Amortization of prior service cost/(credit)	1,912			1,486			(4,633		)	(4,595		)
Amortization of unrecognized loss	57,235			62,857			1,352			821
Settlements	4,463			—			—			—
Net periodic benefit (income)/expense	$	(1,971	)	$	18,218		$	9,046		$	9,292

The amounts recognized for pension benefits as Other non-current assets on the Company's condensed consolidated balance sheets were $387.1 million as of July 28, 2013 and $399.9 million as of April 28, 2013.

~~The~~During ~~amounts~~the ~~recognized~~first quarter of Fiscal 2014, the Company contributed $75 million in the Successor period and $7 million in the Predecessor period to these defined benefit plans. On July 6, 2012, Congress passed the Moving Ahead for Progress in the 21st Century Act, which included pension ~~benefits~~funding asstabilization ~~other~~provisions. The ~~non-current~~measure, ~~assets~~which onis designed to stabilize the ~~Company's~~discount ~~condensed~~rate ~~consolidated~~used ~~balance~~to ~~sheets~~determine ~~were~~the ~~$492.4~~funding ~~million~~requirements asfrom the effects of ~~January 27~~interest rate volatility, ~~2013~~will ~~and~~serve ~~$399~~to preserve existing credit balances in the Heinz U.9S. funded defined benefit pension plans. The Company expects to make combined cash contributions of approximately $170 million asin Fiscal 2014, none of ~~April 29~~which relate to these U.S. funded defined benefit pension plans. However, ~~2012~~actual contributions may be affected by pension asset and liability valuations during the year.

~~During~~(10) the first nine months of Fiscal 2013, the Company contributed $53 million to these defined benefit plans. On July 6, 2012, Congress passed the Moving Ahead for Progress in the 21st Century Act, which included pension funding stabilization provisions. The measure, which is designed to stabilize the discount rate used to determine the funding requirements from the effects of interest rate volatility, will serve to preserve existing credit balances in the Heinz U.S. funded defined benefit pension plans. The Company expects to make combined cash contributions of approximately $75 million in Fiscal 2013, none of which relate to these U.S. funded defined benefit pension plans. However, actual contributions may be affected by pension asset and liability valuations during the year. Segments

(9) Segments

The Company’s segments are primarily organized by geographical area. The composition of segments and measure of segment profitability are consistent with that used by the Company’s management.

Descriptions of the Company’s reportable segments are as follows:

North American Consumer Products—This segment primarily manufactures, markets and sells ketchup, condiments, sauces, pasta meals, and frozen potatoes, entrees, snacks, and appetizers to the grocery channels in the United States of America and includes our Canadian business.

Europe—This segment includes the Company’s operations in Europe and sells products in all of the Company’s categories.

Asia/Pacific—This segment includes the Company’s operations in Australia, New Zealand, India, Japan, China, Papua New Guinea, South Korea, Indonesia, Vietnam and Singapore. This segment’s operations include products in all of the Company’s categories.

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

Rest of World—This segment includes the Company’s operations in Africa, Latin America, and the Middle East that sell products in all of the Company’s categories.

The Company’s management evaluates performance based on several factors including net sales, operating income, and the use of capital resources. Inter-segment revenues, items below the operating income line of the consolidated statements of income, ~~the Fiscal 2013 charge for the settlement of the Foodstar Holdings Pte ("Foodstar") earn-out (see Note 15),~~ and certain costs associated with ~~the~~ Fiscal ~~2012~~2014 ~~corporation-wide~~Productivity ~~productivity~~Initiatives ~~initiatives~~ (see Note 4) and Merger related costs, are not presented by segment, since they are not reflected in the measure of segment profitability reviewed by the Company’s management.

The following table presents information about the Company’s reportable segments:

	Third Quarter Ended								Nine Months Ended
	Successor			Predecessor
	January 27, 2013FY 2013				January 25, 2012FY 2012				January 27, 2013FY 2013			January 25, 2012FY 2012
	February 8 - July 28,2013			April 29 - June 7,2013				Three Months EndedJuly 29, 2012
	(In thousands)
Net external sales:
North American Consumer Products	$	~~824~~396,~~158~~751		$	$307,972	~~829,866~~		$	$758,852	~~2,377,967~~		$	~~2,398,758~~
Europe	~~858~~442,~~800~~581			284,657	~~854,693~~			777,916	~~2,445,143~~			~~2,536,712~~
Asia/Pacific	~~619~~365,~~445~~629			272,116	~~606,377~~			650,159	~~1,870,211~~			~~1,844,383~~
U.S. Foodservice	~~344~~169,~~566~~907			135,688	~~342,116~~			315,346	~~1,007,940~~			~~984,519~~
Rest of World	~~286~~151,~~362~~637			112,439	~~241,875~~			281,178	~~837,054~~			~~731,532~~
Consolidated Totals	$	21,~~933~~526,~~331~~505		$	$1,112,872	~~2,874,927~~		$	$2,783,451	~~8,538,315~~		$	~~8,495,904~~
Operating income/(loss):
North American Consumer Products	$	224,402			$	227,251			$	598,174		$	619,956
North American Consumer Products(a)	$	(38,944	)	$	65,459			$	183,431
Europe	172,050				161,697				449,642			443,606
Europe(a)	(25,053		)	32,918				137,194
Asia/Pacific	59,341				55,941				192,046			171,190
Asia/Pacific(a)	(11,033		)	37,616				78,888
U.S. Foodservice	50,241				50,285				131,114			117,702
U.S. Foodservice(a)	(19,423		)	15,531				36,650
Rest of World	34,345				18,363				92,452			82,778
Rest of World(a)	10,024			10,559				31,013
Other:
Non-Operating(a)	(60,437		)		(53,352		)		(171,359		)	(154,183		)
Non-Operating(b)	(13,507		)	(16,070		)		(50,779		)
Settlement of earn-out(b)	(12,081		)		—				(12,081		)	—
Special Items(c)	(152,682		)	(118,230		)		—
Productivity initiatives(c)	—				(33,657		)		—			(111,151		)
Consolidated Totals	$	(250,618	)	$	27,783			$	416,397
Consolidated Totals	$	467,861			$	426,528			$	1,279,988		$	1,169,898

______________________________________


(a)	The negative impact of the inventory step-up adjustment recorded in purchase accounting to operating income in the Successor period was $139.9 million for North American Consumer Products, $105.6 million for Europe, $58.5 million for Asia/Pacific, $33.8 million million for U.S. Foodservice and $7.3 million million for Rest of World.


(b)	Includes corporate overhead, intercompany eliminations and charges not directly attributable to operating segments.


(c)	Includes costs related to Fiscal 2014 Productivity Initiatives and Merger related costs including legal, accounting and other professional fees as well as severance and employee benefit costs.

(a) Includes corporate overhead, intercompany eliminations and charges not directly attributable to operating segments.

(b) See Note 15 for further details on the settlement of the Foodstar earn-out.

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

Third Quarter Ended

Nine Months Ended

Successor

Predecessor

January 27, 2013FY 2013

January 25, 2012FY 2012

January 27, 2013FY 2013

January 25, 2012FY 2012

February 8 - July 28,2013

April 29 - June 7,2013

Three Months EndedJuly 29, 2012

(In thousands)

Ketchup and Sauces

1773,~~321,859~~123

$533,932

~~1,261,567~~

$1,319,300

~~3,956,275~~

~~3,840,379~~

Meals and Snacks

1492,~~142,428~~181

359,412

~~1,162,891~~

962,879

~~3,172,522~~

~~3,219,218~~

Infant/Nutrition

~~292~~165,~~655~~415

118,528

~~280,308~~

296,718

~~874,627~~

~~903,930~~

Other

~~176~~95,~~389~~786

101,000

~~170,161~~

204,554

~~534,891~~

~~532,377~~

Total

21,~~933~~526,~~331~~505

$1,112,872

~~2,874,927~~

$2,783,451

~~8,538,315~~

~~8,495,904~~

(10) Income Per Common Share

The following are reconciliations of income from continuing operations to income from continuing operations applicable to common stock and the number of common shares outstanding used to calculate basic earnings per share to those shares used to calculate diluted earnings per share:

	Third Quarter Ended				Nine Months Ended
	January 27, 2013FY 2013		January 25, 2012FY 2012		January 27, 2013FY 2013		January 25, 2012FY 2012
	(In thousands)
Income from continuing operations attributable to H. J. Heinz Company	$	308,214	$	288,283	$	889,096	$	767,710
Allocation to participating securities(a)	—		1,151		—		1,939
Preferred dividends	3		3		8		8
Income from continuing operations applicable to common stock	$	308,211	$	287,129	$	889,088	$	765,763
Average common shares outstanding—basic	320,745		320,159		320,523		320,850
Effect of dilutive securities:
Convertible preferred stock	91		102		91		96
Stock options, restricted stock and the global stock purchase plan	2,382		2,452		2,434		2,592
Average common shares outstanding—diluted	323,218		322,713		323,048		323,538

_______________________________________

(a) Represents unvested share-based payment awards that contain certain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid).

Diluted earnings per share is based upon the average shares of common stock and dilutive common stock equivalents outstanding during the periods presented. Common stock equivalents arising from dilutive stock options, restricted stock units, and the global stock purchase plan are computed using the treasury stock method.

Options to purchase an aggregate of 0.7 million shares of common stock for the third quarter and nine months ended January 27, 2013 and 0.7 million shares of common stock for the third quarter and nine months ended January 25, 2012 were not included in the computation of diluted earnings per share because inclusion of these options would be anti-dilutive. These options expire at various points in time through 2022.


(11)	Comprehensive Income/(Loss)

The following table summarizes the allocation of total comprehensive income/(loss) between H. J. Heinz Company and the noncontrolling interest for the ~~third~~first ~~quarter~~quarters ~~and~~of ~~nine~~Fiscal ~~months~~2014 ~~ended~~and ~~January 27,~~Fiscal 2013, respectively:

	January 27, 2013FY 2013
	Successor									Predecessor
	Third Quarter Ended										Nine Months Ended
	February 8 - July 28,2013									April 29 - June 7,2013												Three Months EndedJuly 29, 2012
	H. J. HeinzCompany			NoncontrollingInterest			Total			H. J. HeinzCompany	~~H. J. HeinzCompany~~			NoncontrollingInterest	~~NoncontrollingInterest~~			Total	~~Total~~			H. J. HeinzCompany			NoncontrollingInterest			Total
	(In thousands)
Net income	$	269,546		$	3,268		$	272,814			$	817,017			$	12,063			$	829,080
Net (loss)/income	$	(75,876	)	$	1,275		$	(74,601	)	$	(195,571	)		$	2,874			$	(192,697	)		$	258,027		$	6,651		$	264,678
Other comprehensive income/(loss), net of tax:
Foreign currency translation adjustments	49(161,~~780~~968		)	(~~803~~6,366		)	48(168,~~977~~334		)	(93,780	~~(98,914~~	)	)	(4,083	~~(15,536~~	)	)	(97,863	~~(114,450~~	)	)	(295,375		)	(13,031		)	(308,406		)
Reclassification of net pension and postretirement benefit losses to net income	15,102			—			15,102				42,194				59				42,253
Reclassification of net pension and post-retirement benefit losses/(gains) to net income	—			—			—			7,291				(25		)		7,266				13,654			47			13,701
Net deferred (losses)/gains on derivatives from periodic revaluations	~~(19~~87,~~933~~141		)	—68			~~(19~~87,~~933~~209		)	(1,099	~~(13,049~~	)	)	40	33			(1,059	~~(13,016~~	)	)	6,180			32			6,212
Net deferred losses/(gains) on derivatives reclassified to earnings	~~31,003~~(107		)	—			~~31,003~~(107		)	6,551	~~26,828~~			1	~~(40~~		)	6,552	~~26,788~~			(9,102		)	(3		)	(9,105		)
Total comprehensive income/(loss)	$	~~345~~(150,~~498~~810	)	$	2(5,~~465~~023	)	$	~~347~~(155,~~963~~833	)	$	$(276,608	~~774,076~~)		$	$(1,193	~~(3,421~~)	)	$	$(277,801	~~770,655~~)		$	(26,616	)	$	(6,304	)	$	(32,920	)

The tax (expense)/benefit associated with each component of other comprehensive income/(loss) are as follows:

	Third Quarter Ended									Nine Months Ended
	H. J. HeinzCompany			NoncontrollingInterest			Total
	H. J. HeinzCompany			NoncontrollingInterest			Total			H. J. HeinzCompany			NoncontrollingInterest			Total
	(In thousands)
	(In thousands)
Predecessor
January 27, 2013
Three Months Ended July 29, 2012
Foreign currency translation adjustments	$	~~(64~~161	)	$	—		$	~~(64~~161	)	$	~~(67~~	)	$	—		$	~~(67~~	)
Reclassification of net pension and post-retirement benefit losses to net income	$	65,~~770~~806		$	—		$	65,~~770~~806		$	~~18,251~~		$	—		$	~~18,251~~
Net change in fair value of cash flow hedges	$	15(4,~~521~~076	)	$	—(11	)	$	15(4,~~521~~087	)	$	~~11,765~~		$	~~(12~~	)	$	~~11,753~~
Net hedging gains/losses reclassified into earnings	$	20(5,~~381~~776	)	$	—(1	)	$	20(5,~~381~~777	)	$	~~17,165~~		$	~~(14~~	)	$	~~17,151~~
January 25, 2012
April 29 - June 7, 2013
Foreign currency translation adjustments	$	~~274~~(116	)	$	—		$	~~274~~(116	)	$	~~208~~		$	—		$	~~208~~
Reclassification of net pension and post-retirement benefit losses to net income	$	6,729		$	—		$	6,729		$	19,052		$	—		$	19,052
Reclassification of net pension and post-retirement benefit losses/(gains) to net income	$	2,958		$	—		$	2,958
Net change in fair value of cash flow hedges	$	~~(1,734~~377	)	$	16(13	)	$	~~(1,718~~364	)	$	~~(18,500~~	)	$	28		$	~~(18,472~~	)
Net hedging gains/losses reclassified into earnings	$	~~(296~~2,822	)	$	41		$	~~(292~~2,823	)	$	~~(12,859~~	)	$	97		$	~~(12,762~~	)
Successor
February 8 - July 28, 2013
Foreign currency translation adjustments	$	(47	)	$	—		$	(47	)
Net change in fair value of cash flow hedges	$	(43,699	)	$	19		$	(43,680	)
Net hedging gains/losses reclassified into earnings	$	(363	)	$	—		$	(363	)

The following table provides a summary of the changes in the carrying amount of accumulated other comprehensive (loss)/income, net of tax, by component attributable to H.J. Heinz Company:



	Foreign currency translation adjustments			Net pension and post retirement benefit			Net cash flow hedges			Total
	(In thousands)
Predecessor
Balance as of April 28, 2013	$	(236,412	)	$	(962,653	)	$	24,527		(1,174,538		)
Other comprehensive (loss)/income before reclassifications	(93,780		)	—			(1,099		)	(94,879		)
Amounts reclassified from accumulated other comprehensive loss	—			7,291			6,551			13,842
Net current-period other comprehensive loss	(93,780		)	7,291			5,452			(81,037		)
Balance as of June 7, 2013	$	(330,192	)	$	(955,362	)	$	29,979		$	(1,255,575	)

Successor
Balance as of February 8, 2013	$	—		$	—		$	—		—
Other comprehensive (loss)/income before reclassifications	(161,968		)	—			87,141			(74,827		)
Amounts reclassified from accumulated other comprehensive loss	—			—			(107		)	(107		)
Net current-period other comprehensive loss	(161,968		)	—			87,034			(74,934		)
Balance as of July 28, 2013	$	(161,968	)	$	—		$	87,034		$	(74,934	)

The following table presents the affected earnings line for reclassifications out of accumulated other comprehensive income/(loss), net of tax, by component attributable to H.J. Heinz Company for the three months ended July 28, 2013:



Accumulated other comprehensive income/(loss) component	Reclassified from accumulated other comprehensive income/(loss) to earnings			Reclassified from accumulated other comprehensive income/(loss) to earnings			Line affected by reclassification
(In thousands)
	Successor			Predecessor
Gains/(losses) on cash flow hedges:
Foreign exchange contracts	$	265		$	990		Sales
Foreign exchange contracts	205			1,814			Cost of products sold
Foreign exchange contracts	—			(1,859		)	Other income
Foreign exchange contracts	—			61			Interest expense
Interest rate contracts	—			(20		)	Interest expense
Cross-currency interest rate swap contracts	—			(538		)	Other expense
Cross-currency interest rate swap contracts	—			(9,821		)	Interest expense
	470			(9,373		)	Loss from continuing operations before income tax
	(363		)	2,822			Provision for income taxes
	$	107		$	(6,551	)	Loss from continuing operations

Gains/(losses) on pension and post retirement benefit:
Actuarial gains/(losses)	$	—		$	(10,681	)	(a)
Prior service credit/(cost)	—			432			(a)
	—			(10,249		)	Loss from continuing operations before income tax
	—			2,958			Provision for income taxes
	$	—		$	(7,291	)	Loss from continuing operations

______________________________________

(a) As these components are included in the computation of net periodic pension and post retirement benefit costs refer to Note 9 for further details.


(12)	Changes in Equity

The following table provides a summary of the changes in the carrying amounts of total equity, H. J. Heinz Company shareholders’ equity and equity attributable to the noncontrolling interest:

				H. J. Heinz Company
	CapitalStock			TreasuryStock			AdditionalCapital			RetainedEarnings			AccumOCI			NoncontrollingInterest			Total
	Total			CapitalStock			AdditionalCapital			RetainedEarnings			TreasuryStock			AccumOCI			NoncontrollingInterest
Predecessor	(In thousands)
	(In thousands)
Balance as of April 28, 2013	$	107,774		$	(4,647,242	)	$	608,504		$	7,907,033		$	(1,174,538	)	$	47,290		$	2,848,821
Balance as of April 29, 2012	$	2,810,822		$	107,835		$	594,608		$	7,567,278		$	(4,666,404	)	$	(844,728	)	$	52,233
Comprehensive (loss)/ income(a)	—			—			—			(195,571		)	(81,037		)	502			(276,106		)
Comprehensive (loss)/ income(a)	796,596			—			—			817,017			—			(26,808		)	6,387
Stock options exercised, net of shares tendered for payment	—			1,133			36,434			—			—			—			37,567
Dividends paid to shareholders of H. J. Heinz Company	(499,678		)	—			—			(499,678		)	—			—			—
Stock option expense	—			—			(143,061		)	—			—			—			(143,061		)
Dividends paid to noncontrolling interest	(8,083		)	—			—			—			—			—			(8,083		)
Restricted stock unit activity	—			351			(68,499		)	—			—			—			(68,148		)
Stock options exercised, net of shares tendered for payment	100,384			—			(9,219		)	—			109,603			—			—
Other	—			36			(48		)	(15		)	—			—			(27		)
Stock option expense	9,297			—			9,297			—			—			—			—
Balance as of June 7, 2013	$	107,774		$	(4,645,722	)	$	433,330		$	7,711,447		$	(1,255,575	)	$	47,792		$	2,399,046
Restricted stock unit activity	10,876			—			(5,183		)	—			16,059			—			—
Conversion of preferred into common stock	—			(1		)	(69		)	—			70			—			—
Shares reacquired	(139,069		)	—			—			—			(139,069		)	—			—
Acquisition of subsidiary shares from noncontrolling interests(b)	(4,880		)	—			18,956			(7,703		)	—			(16,133		)	—
Other	4,853			—			430			526			3,897			—			—
Balance as of January 27, 2013	$	3,081,118		$	107,834		$	608,820		$	7,877,440		$	(4,675,844	)	$	(887,669	)	$	50,537

______________________________________

(a) The allocation of the individual components of comprehensive (loss)/income attributable to H. J. Heinz Company and the noncontrolling interest is disclosed in Note 11.

(b) During the first quarter of Fiscal 2013, the Company acquired an additional 15% interest in Coniexpress S.A. Industrias Alimenticias ("Coniexpress") for $80.1 million. Coniexpress is a Brazilian subsidiary of the Company that manufacturers tomato-based sauces, tomato paste, ketchup, condiments and vegetables. Prior to the transaction, the Company owned 80% of this business. See Note 18 for further details regarding this redeemable noncontrolling interest.



	Capital Stock		Additional Capital		Accumulated deficit			Accum OCI			Noncontrolling Interest			Total
Successor	(In thousands)
Balance as of February 8, 2013	$	—	$	—	$	—		$	—		$	—		$	—
Common stock issued to Holdings (b)	16,500,000		—		—			—			—			16,500,000
Fair Value of Noncontrolling Interest as of June 8, 2013			—		—			—			230,000			230,000
Comprehensive loss	—		—		(75,876		)	(74,934		)	(2,964		)	(153,774		)
Balance at July 28, 2013	$	16,500,000	$	—	$	(75,876	)	$	(74,934	)	$	227,036		$	16,576,226

______________________________________

(b) The Company issued 100 shares of common stock with no par value per share to Holdings.


(13)	Debt

~~During~~The ~~the first quarter of Fiscal 2013, the~~ Company ~~terminated its variable rate three year 15 billion Japanese yen denominated credit agreement that was due October 2012, and settled the associated swap, which had an immaterial impact to the Company~~'s ~~consolidated~~long-term ~~statement~~debt consists 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%. following:



	Successor			Predecessor
	July 28, 2013			April 28, 2013
	(Unaudited)
	(In thousands)
Term B-1 Loan	$	2,935,563		$	—
Term B-2 Loan	6,533,924			—
4.25% Second Lien Senior Secured Notes due 2020	3,100,000			—
Other U.S. Dollar Debt due May 2013 — November 2034 (0.94%—7.96%)	11,168			25,688
Other Non-U.S. Dollar Debt due May 2013 — May 2023 (3.50%—11.00%)	47,301			56,293
5.35% U.S. Dollar Notes due July 2013	—			499,993
8.0% Heinz Finance Preferred Stock due July 2013	—			350,000
Japanese Yen Credit Agreement due December 2013 (variable rate)	—			163,182
U.S. Dollar Private Placement Notes due May 2014 — May 2021 (2.11% - 4.23%)	—			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
2.00% U.S. Dollar Notes due September 2016	58,308			299,933
1.50% U.S. Dollar Notes due March 2017	17,742			299,648
U.S. Dollar Remarketable Securities due December 2020	—			119,000
3.125% U.S. Dollar Notes due September 2021	34,433			395,772
2.85% U.S. Dollar Notes due March 2022	5,599			299,565
6.375% U.S. Dollar Debentures due July 2028	258,727			231,396
6.25% British Pound Notes due February 2030	204,273			192,376
6.75% U.S. Dollar Notes due March 2032	477,739			435,185
7.125% U.S. Dollar Notes due August 2039	1,028,570			628,082
	14,713,347			4,749,096
Hedge Accounting Adjustments (See Note 16)	—			122,455
Less portion due within one year	(101,905		)	(1,023,212		)
Total long-term debt	$	14,611,442		$	3,848,339
Weighted-average interest rate on long-term debt, including the impact of applicable interest rate swaps	4.01		%	4.07		%

~~Certain~~Senior ofCredit ~~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 January 27, 2013.~~Facilities

18The Senior Credit Facilities is with a syndicate of banks and other financial institutions and provides financing of up to $9.5 billion and consist of (i)(a) term B-1 loans in an aggregate principal amount of $2.95 billion (the “B-1 Loans”) and (b) term B-2 loans in aggregate principal amount of $6.55 billion (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 $2.0 billion (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” and, together with the Term Loan Facilities, the "Senior Credit Facilities"). Concurrently with the consummation of the Merger, the full amount of the term loan was drawn, and no revolving loans were drawn.

Borrowings under the Term Loan Facilities have 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. Loans under the revolving credit facilities have 5 year maturities 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.

The obligations of the Company under the Senior Credit Facilities are guaranteed by Holdings and each direct and indirect, existing and future, domestic material wholly-owned restricted subsidiary of the Company. The Senior Credit Facilities and any swap agreements and cash management arrangements provided by any party to the Senior Credit Facilities or any of its affiliates are expected to be secured on a first priority basis by a perfected security interest in substantially all of the Company's and each guarantor's tangible and intangible assets (subject to certain exceptions), including U.S. registered intellectual property, owned real property above a value to be agreed and all of the capital stock of the borrower and all capital stock directly held by the borrower or any subsidiary guarantor of each of its wholly-owned material restricted subsidiaries (limited to 65% of the capital stock of foreign subsidiaries).

The Senior Credit Facilities contain a number of customary affirmative and negative covenants that, among other things, limits or restricts the ability of the Company and its restricted subsidiaries to incur additional indebtedness (including guarantee obligations); incur liens; engage in mergers, consolidations, liquidations and dissolutions (other than the Merger); sell assets; pay dividends and make other payments in respect of capital stock; make acquisitions, investments, loans and advances; pay and modify the terms of certain indebtedness; engage in certain transactions with affiliates; enter into negative pledge clauses and clauses restricting subsidiary distributions; and change its line of business.

In addition, under the Revolving Credit Facilities, the Company is required to comply with a specified first lien senior secured leverage ratio to the extent any loans are outstanding under the New Revolving Credit Facility or Letters of Credit issued and outstanding thereunder exceed $50 million as of the end of any fiscal quarter. The Senior Credit Facilities also contains certain customary representations and warranties, affirmative covenants and events of default. As of July 28, 2013, the Company is in compliance with these credit facility covenants.

4.25% Second Lien Senior Secured Notes

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 under Regulation S of the Securities Act. The Notes were issued pursuant to an indenture (the “Indenture”), dated as of April 1, 2013, by and among Merger Subsidiary, Holdings 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. 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 $3.1 billion in aggregate principal amount of the Notes, pursuant to which the H. J. Heinz Company and certain of its subsidiaries became parties to the Purchase Agreement.

Interest on the Notes accrues at the rate of 4.25% per annum and is payable, in cash, semi-annually in arrears on each date April 15 and October 15, beginning on October 15, 2013, to holders at the close of business on April 1 and October 1 immediately preceding the applicable interest payment date. Interest on the Notes accrues from and includes the most recent date to which interest has been paid or, if no interest has been paid, from and including the date of issuance. Interest is computed on the basis of a 360-day year consisting of twelve 30-day months. Each interest period will end on (but not include) the relevant interest payment date.

The Notes are jointly and severally, unconditionally guaranteed on a senior secured basis, by Holdings and each direct and indirect, existing and future, domestic material wholly-owned restricted subsidiary that guarantee our obligations under the Senior Credit Facilities.

The Indenture (as supplemented by the Supplemental Indenture) limits the ability of the Company and its restricted subsidiaries to incur additional indebtedness or guarantee indebtedness; create liens or use assets as security in other transactions; declare or pay dividends, redeem stock or make other distributions to stockholders; make investments; merge or consolidate, or sell, transfer, lease or dispose of substantially all of our assets; enter into transactions with affiliates;

sell or transfer certain assets; and agree to certain restrictions on the ability of restricted subsidiaries to make payments to us. We are in compliance with these covenants as of July 28, 2013.

The Notes can be redeemed at any time prior to April 15, 2015 by paying a make-whole premium, plus accrued and unpaid interest to the redemption date. We may redeem all or part of the Notes at any time after April 15, 2015 at the following percentages: 2015: 102.125%, 2016: 101.0625%, 2017 and thereafter: 100.00%. In addition, at any time prior to April 15, 2015, we may redeem up to 40% of the aggregate principal amount of the Notes at a redemption price equal to 104.25% of the principal amount thereof plus accrued and unpaid interest, if any, to the redemption date, with the net cash proceeds from certain equity offerings.

If the Company experiences a change of control, the holders of the Notes have the right to require the Company to offer to repurchase the Notes at a purchase price equal to 101% of their aggregate principal amount plus accrued and unpaid interest and additional amounts, if any, to the date of such repurchase.

On April 1, 2013, concurrently with the consummation of the issuance of the Notes, we entered into a Registration Rights Agreement (the "Registration Rights Agreement") among Merger Subsidiary, Holdings and Wells Fargo Securities, LLC for itself and on behalf of the Initial Purchasers. On June 7, 2013, we executed a joinder to the Registration Rights Agreement pursuant to which the H. J. Heinz Company and certain of its subsidiaries became parties to the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, we agreed, at our own cost, for the benefit of the holders of the Notes, to use our commercially reasonable efforts to file a registration statement (the “exchange offer registration statement”) with respect to a registered exchange offer (each, an “exchange offer”) to exchange such notes for new notes with terms substantially identical in all material respects with the notes (except for the provisions relating to the transfer restrictions and payment of additional interest), to cause the exchange offer registration statement to be declared effective by the SEC under the Securities Act and to consummate the exchange offer not later than 365 days after the Merger closing date.

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). On June 7, 2013 certain of the Company's outstanding indebtedness 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 as at June 7, 2013.

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 as at July 28, 2013.

Debt issuance costs

As of July 28, 2013, unamortized debt issuance costs related to new borrowings under our current Senior Credit Facilities and the Notes were $315.9 million, collectively. Amortization of debt issuance costs recorded were $8.6 million and $0.9 million for the Successor period and the Predecessor period, respectively. These costs are amortized on a straight-line basis or using the effective interest method, as appropriate, over the respective term of debt to which they specifically relate.

Total long term debt matures as follows:



	Fiscal Year
	2014		2015		2016		2017		2018		There After		Total
	(In thousands)
Maturity /Retirements	$	101,905	$	106,424	$	104,591	$	186,171	$	97,776	$	14,116,480	$	14,713,347


(14)	Financing Arrangements

~~During~~On ~~the~~May ~~first~~31, ~~quarter of Fiscal~~ 2013, the Company entered into an amendment of ~~its~~the $175 million accounts receivable securitization program that extended the term until ~~June~~May 730, ~~2013~~2014. 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~~Prior ~~cash~~to ~~consideration~~this ~~and~~amendment, the ~~carrying~~Company ~~amount~~accounted for transfers of receivables ~~removed~~pursuant ~~from~~to ~~the~~this ~~consolidated~~program ~~balance~~as ~~sheets~~a ~~were~~sale ~~$144.9 million~~ and ~~$137.0~~removed ~~million~~them ~~during~~from the ~~nine~~consolidated ~~months~~balance ~~ended~~sheet. This ~~January 27,~~amendment ~~2013~~results ~~and January 25, 2012, respectively, resulting~~ in ~~a decrease of $16.9 million in cash for sales under this program for~~ the ~~nine~~transfers ~~months~~no ~~ended~~longer ~~January 27,~~qualifying ~~2013 and an increase in cash of $108.0 million~~ for ~~the~~sale ~~nine~~treatment ~~months~~under ~~ended January 25, 2012~~U. ~~The fair value of the Deferred Purchase Price was $83~~S.9 ~~million and $56~~GAAP.8 As ~~million~~a ~~as of January 27~~result, ~~2013~~all ~~and~~transfers ~~April 29,~~subsequent ~~2012, respectively. The decrease in cash proceeds related~~ to ~~the~~this ~~Deferred~~amendment ~~Purchase~~are ~~Price~~accounted ~~was $27.1 million~~ for ~~the~~as ~~nine~~secured ~~months~~borrowings ~~ended January 27, 2013~~ and ~~was an increase in cash of $89.5 million for~~ the ~~nine~~receivables ~~months~~sold ~~ended~~pursuant ~~January 25,~~to ~~2012.~~this ~~This~~program ~~Deferred~~are ~~Purchase Price is~~ included ~~as a trade receivable~~ on the ~~consolidated~~ balance ~~sheets~~sheet ~~and has a carrying value which approximates fair value~~ as oftrade ~~January 27~~receivables, ~~2013~~along ~~and~~with ~~April 29, 2012, due to~~ the ~~nature~~Deferred ofPurchase ~~the short-term underlying financial assets~~price.

In addition, the Company acted as servicer for approximately $~~191~~104 million and $~~206~~191 million of trade receivables which were sold to unrelated third parties without recourse as of ~~January~~July 2728, 2013 and April 2928, ~~2012~~2013, 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.

The Company has not recorded any servicing assets or liabilities as of ~~January~~July 2728, 2013 orand April 2928, ~~2012~~2013 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.


(15)	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.

As of ~~January~~July 2728, 2013 and April 2928, ~~2012~~2013, the fair values of the Company’s assets and liabilities measured on a recurring basis are categorized as follows:

	January 27, 2013									April 29, 2012
	Successor								Predecessor
	July 28, 2013									April 28, 2013
	Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Derivatives(a)	$	—	$	71161,~~966~~271	$	—	$	71161,~~966~~271		$	—	$	9068,~~221~~892	$	—	$	9068,~~221~~892
Total assets at fair value	$	—	$	71161,~~966~~271	$	—	$	71161,~~966~~271		$	—	$	9068,~~221~~892	$	—	$	9068,~~221~~892
Liabilities:
Derivatives(a)	$	—	$	5319,~~419~~030	$	—	$	5319,~~419~~030		$	—	$	1579,~~379~~871	$	—	$	1579,~~379~~871
Earn-out(b)	$	—	$	—	$	—	$	—		$	—	$	—	$	46,881	$	46,881
Total liabilities at fair value	$	—	$	19,030	$	—	$	19,030		$	—	$	79,871	$	—	$	79,871
Total liabilities at fair value	$	—	$	53,419	$	—	$	53,419		$	—	$	15,379	$	46,881	$	62,260

_______________________________________

(a) Foreign currency derivative contracts are valued based on observable market spot and forward rates and classified within Level 2 of the fair value hierarchy. Interest rate swaps are valued based on observable market swap rates and classified within Level 2 of the fair value hierarchy. Cross-currency interest rate swaps are valued based on observable market spot and swap rates and classified within Level 2 of the fair value hierarchy. The total rate of return swap is valued based on observable market swap rates and the Company's credit spread, and is classified within Level 2 of the fair value hierarchy.

19 23

~~valued~~The ~~based~~aggregate oncarrying ~~observable~~value ~~market~~of ~~swap~~the ~~rates~~Company's ~~and~~long-term debt, including the current portion, approximates fair value at July 28, 2013. The aggregate fair value of the Company's ~~credit~~long-term ~~spread~~debt, including the current portion, was $5.35 billion as compared with the carrying value of $4.87 billion at April 28, 2013. The Company's debt obligations are valued based on market quotes and isare classified within Level 2 of the fair value hierarchy.

~~(b)~~There ~~The~~have ~~Company~~been ~~acquired~~no ~~Foodstar,~~transfers abetween ~~manufacturer of soy sauces and fermented bean curd in China~~Levels 1, in2 ~~Fiscal 2011. Consideration for this acquisition included 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. The fair value of the earn-out was estimated using a discounted cash flow model and was based on significant inputs not observed in the market and thus represented a Level 3 ~~measurement. Key assumptions~~ in ~~determining~~ the ~~fair~~first ~~value~~quarters of ~~the~~Fiscal ~~earn-out included the discount rate, and revenue and EBITDA projections for Fiscals 2013 and~~ 2014. During the third quarter of Fiscal 2013, the Company renegotiated the terms of the earn-out agreement 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 the settlement of the earn-out for a cash 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 nine months ended January 27, 2013. In addition, the Company incurred a $12.1 million charge in the third quarter ended January 27, 2013, which was recorded in SG&A on the consolidated income statement and in the Non-Operating segment, for the difference between the settlement amount and current carrying value of the earn-out as reported on the Company's balance sheet at the date of this transaction.

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. This charge reduced the Company's carrying value to the estimated fair value of the anticipated sale, which is based on unobservable inputs and thus represents a Level 3 measurement. The remaining carrying value is not material. See Note 3 for further information.

The aggregate fair value of the Company's long-term debt, including the current portion, was $5.76 billion as compared with the $4.97 billion carrying value at January 27, 2013, and $5.70 billion as compared with the carrying value of $4.98 billion at April 29, 2012. The Company's debt obligations are valued based on market quotes and are classified within Level 2 of the fair value hierarchy.

There have been no transfers between Levels 1, 2 and 3 in Fiscals 2013 and 2012.


(16)	Derivative Financial Instruments and Hedging Activities

The Company operates internationally, with manufacturing and sales facilities in various locations around the world, and utilizes certain derivative financial instruments to manage its foreign currency, debt and interest rate exposures. At ~~January~~July 2728, 2013, the Company had outstanding currency exchange, ~~interest rate,~~ and ~~cross-currency~~ interest rate derivative contracts with notional amounts of $1.8847 billion, ~~$160 million~~ and $~~341~~9 ~~million~~billion, respectively. At April 2928, ~~2012~~2013, the Company had outstanding currency exchange, interest rate, and cross-currency interest rate derivative contracts with notional amounts of $~~1.91~~873 ~~billion~~million, $160 million and $~~386~~316 million, respectively.

20The following table presents the fair values and corresponding balance sheet captions of the Company’s derivative instruments as of July 28, 2013 and April 28, 2013:

The following table presents the fair values and corresponding balance sheet captions of the Company’s derivative instruments as of January 27, 2013 and April 29, 2012:



	Successor				Predecessor
	July 28, 2013				April 28, 2013
	Foreign Exchange Contracts		Interest Rate Contracts		Foreign Exchange Contracts		Interest Rate Contracts		Cross- Currency Interest Rate Swap Contracts
	(In thousands)
Assets:
Derivatives designated as hedging instruments:
Other receivables, net	$	24,505	$	—	$	23,240	$	4,226	$	—
Other non-current assets	3,051		240,146		11,498		29,103		—
	27,556		240,146		34,738		33,329		—
Derivatives not designated as hedging instruments:
Other receivables, net	272		—		825		—		—
Other non-current assets	—		—		—		—		—
	272		—		825		—		—
Total assets	$	27,828	$	240,146	$	35,563	$	33,329	$	—
Liabilities:
Derivatives designated as hedging instruments:
Other payables	$	5,403	$	—	$	1,508	$	—	$	34,805
Other non-current liabilities	344		—		217		—		37,520
	5,747		—		1,725		—		72,325
Derivatives not designated as hedging instruments:
Other payables	13,284		—		4,860		—		—
Other non-current liabilities	—		—		—		960		—
Total liabilities	$	19,031	$	—	$	6,585	$	960	$	72,325

	January 27, 2013						April 29, 2012
	ForeignExchangeContracts		InterestRateContracts		Cross-CurrencyInterest RateSwapContracts		ForeignExchangeContracts		InterestRateContracts		Cross-CurrencyInterest RateSwapContracts
	(In thousands)
Assets:
Derivatives designated as hedging instruments:
Other receivables, net	$	23,131	$	5,146	$	—	$	17,318	$	6,851	$	18,222
Other non-current assets	11,912		27,365		—		8,188		29,393		4,974
	35,043		32,511		—		25,506		36,244		23,196
Derivatives not designated as hedging instruments:
Other receivables, net	4,023		—		—		5,041		—		—
Other non-current assets	—		389		—		—		234		—
	4,023		389		—		5,041		234		—
Total assets	$	39,066	$	32,900	$	—	$	30,547	$	36,478	$	23,196
Liabilities:
Derivatives designated as hedging instruments:
Other payables	$	4,240	$	—	$	22,389	$	10,653	$	—	$	2,760
Other non-current liabilities	—		—		25,274		14		—		—
	4,240		—		47,663		10,667		—		2,760
Derivatives not designated as hedging instruments:
Other payables	1,516		—		—		1,952		—		—
Total liabilities	$	5,756	$	—	$	47,663	$	12,619	$	—	$	2,760

Refer to Note 15 for further information on how fair value is determined for the Company’s derivatives.

21 24

The following table presents the pre-tax effect of derivative instruments on the consolidated statement of income for the ~~third~~first quarters ended ~~January~~July 2728, 2013 and ~~January~~July 2529, 2012:

	Third Quarter Ended
	Successor						Predecessor
	January 27, 2013									January 25, 2012
	February 8 - July 28,2013						April 29 - June 7,2013									Three Months EndedJuly 29, 2012
	Foreign ExchangeContracts			Interest RateContracts			~~Cross-CurrencyInterest~~Foreign ~~RateSwap Contracts~~ExchangeContracts			~~Foreign~~Interest ~~ExchangeContracts~~RateContracts			~~Interest~~Cross-CurrencyInterest ~~RateContracts~~RateSwap Contracts			~~Cross-CurrencyInterest~~Foreign ~~RateSwap Contracts~~ExchangeContracts			Interest RateContracts			Cross-CurrencyInterest RateSwap Contracts
	(In thousands)
Cash flow hedges:
Net gains/(losses) recognized in other comprehensive loss (effective portion)	$	138,~~856~~629		$	—122,212		$	~~(49~~2,~~310~~603	)	$	~~13,634~~—		$	—(4,079	)	$	(84,~~985~~889	)	$	—		$	5,123
Net gains/(losses) reclassified from other comprehensive loss into earnings (effective portion):
Sales	$	~~2,820~~265		$	—		$	—990		$	~~1,456~~—		$	—		$	—1,746		$	—		$	—
Cost of products sold	~~(1,301~~205		)	—			—1,814			~~(4,419~~—		)	—			—(1,368		)	—			—
Selling, general and administrative expenses	15—			—			—			~~(57~~—		)	—			—(148		)	—			—
Other (expense)/income, net	~~(3,251~~—		)	—			(481,~~271~~858		)	~~12,875~~—			—(9,821		)	(87,~~373~~300		)	—			8,917
Interest (expense)/income	~~(41~~—		)	~~(59~~—		)	~~(1,296~~61		)	33(20		)	(59538		)	(~~1,449~~50		)	(59		)	(1,452		)
	(1,758		)	(59		)	(49,567		)	9,888			(59		)	(9,822		)
	470			—			1,007			(20		)	(10,359		)	7,480			(59		)	7,465
Fair value hedges:
Net losses recognized in other expense, net	—			(4,467		)	—			—			(4,113		)	—
Net (losses)/gains recognized in other expense, net	—			(180		)	—			(5,925		)	—			—			4,634			—
Derivatives not designated as hedging instruments:
Net gains/(losses) recognized in other expense, net	1,023			—			—			(1,846		)	—			—
Unrealized gain on derivative instruments	—			117,934			—			—			—			—			—			—
Net losses recognized in interest income	—			(335		)	—			—			(739		)	—
Net losses recognized in other expense, net	(18,389		)	—			(3,890		)	—			—			(1,675		)	—			—
	1,023			(335		)	—			(1,846		)	(739		)	—
Net gains recognized in interest income	—			—			—			—			—			—			193			—
Total amount recognized in statement of income	$	(735	)	$	(4,861	)	$	(49,567	)	$	8,042		$	(4,911	)	$	(9,822	)
	(18,389		)	117,934			(3,890		)	—			—			(1,675		)	193			—
Total amount recognized in statement of income	$	(17,919	)	$	117,754		$	(2,883	)	$	(5,945	)	$	(10,359	)	$	5,805		$	4,768		$	7,465

The following table presents the pre-tax effect of derivative instruments on the consolidated statement of income for the nine months ended January 27, 2013 and January 25, 2012:

	Nine Months Ended
	January 27, 2013									January 25, 2012
	Foreign ExchangeContracts			Interest RateContracts			Cross-CurrencyInterest RateSwap Contracts			Foreign ExchangeContracts			Interest RateContracts			Cross-CurrencyInterest RateSwap Contracts
	(In thousands)
Cash flow hedges:
Net gains/(losses) recognized in other comprehensive loss (effective portion)	$	26,216		$	—		$	(50,985	)	$	31,965		$	(2,341	)	$	18,644
Net gains/(losses) reclassified from other comprehensive loss into earnings (effective portion):
Sales	$	7,004		$	—		$	—		$	5,549		$	—		$	—
Cost of products sold	(6,589		)	—			—			(14,223		)	—			—
Selling, general and administrative expenses	(102		)	—			—			48			—			—
Other income/(expense), net	5,308			—			(45,262		)	20,878			—			21,289
Interest (expense)/income	(161		)	(177		)	(3,963		)	214			(88		)	(4,392		)
	5,460			(177		)	(49,225		)	12,466			(88		)	16,897
Fair value hedges:
Net losses recognized in other expense, net	—			(3,733		)	—			—			(14,723		)	—
Derivatives not designated as hedging instruments:
Net losses recognized in other expense, net	(88		)	—			—			(5,915		)	—			—
Net gains/(losses) recognized in interest income	—			155			—			—			(739		)	—
	(88		)	155			—			(5,915		)	(739		)	—
Total amount recognized in statement of income	$	5,372		$	(3,755	)	$	(49,225	)	$	6,551		$	(15,550	)	$	16,897

Foreign Currency Hedging:

The Company uses forward contracts and to a lesser extent, option contracts to mitigate its foreign currency exchange rate exposure due to forecasted purchases of raw materials and sales of finished goods, and future settlement of foreign currency denominated assets and liabilities. The Company’s principal foreign currency exposures that are hedged include the Australian dollar, British pound sterling, Canadian dollar, Euro, and the New Zealand dollar. Derivatives used to hedge forecasted transactions and specific cash flows associated with foreign currency denominated financial assets and liabilities that meet the criteria for hedge accounting are designated as cash flow hedges. Consequently, the effective portion of gains and losses is deferred as a component of accumulated other comprehensive loss and is recognized in earnings at the time the hedged item affects earnings, in the same line item as the underlying hedged item.

Interest Rate Hedging:

The Company uses interest rate swaps to manage debt and interest rate exposures. The Company is exposed to interest rate volatility with regard to existing and future issuances of fixed and floating rate debt. Primary exposures include U.S. Treasury rates, and London Interbank Offered Rates (LIBOR)~~, and commercial paper rates in the United States~~. Derivatives used to hedge risk associated with changes in the fair value of certain fixed-rate debt obligations are primarily designated as fair value hedges. Consequently, changes in the fair value of these derivatives, along with changes in the fair value of the hedged debt obligations that are attributable to the hedged risk, are recognized in current period earnings.

The Company also ~~enters~~entered into cross-currency interest rate swaps which were designated as cash flow hedges of the future payments of loan principal and interest associated with certain foreign denominated variable rate debt obligations. As a result of ~~exchange rate movement between~~ the ~~Japanese Yen and the U.S. Dollar throughout the third quarter~~merger, ~~net~~these ~~losses~~contracts ~~of $48.3 million on the cross-currency derivatives~~ were ~~reclassified~~terminated ~~from~~in ~~other~~May ~~comprehensive loss to other expense, net during the third quarter of Fiscal~~ 2013. ~~This net loss on the derivative was offset by a currency gain on the principal balance of the underlying debt obligation. These contracts are scheduled to mature in Fiscals 2014 and 2016.~~

23 25

Prior to the Merger date, Merger Subsidiary entered into interest rate swaps to mitigate exposure to variable rate debt that was raised to finance the acquisition. These agreements were not designated as hedging instruments prior to the acquisition date, and as such, we recognized the fair value of these instruments as an asset with income of $117.9 million in the Successor period. As a result of the Merger and the transactions entered into in connection therewith, we have assumed the liabilities and obligations of Merger Subsidiary. Upon consummation of the acquisition, these interest rate swaps with an aggregate notional amount of $9.0 billion met the criteria for hedge accounting and were designated as hedges of future interest payments.

Deferred Hedging Gains and Losses:

As of ~~January~~July 2728, 2013, the Company is hedging forecasted transactions for periods not exceeding 32 years. During the next 12 months, the Company expects $17.83 million of net deferred gains reported in accumulated other comprehensive loss to be reclassified to earnings, assuming market rates remain constant through contract maturities. Hedge ineffectiveness related to cash flow hedges as well as reclassifications to earnings due to hedged transactions no longer expected to occur, which is reported in current period earnings as other income/(expense), net, was not significant for the ~~third~~first quarters ~~and~~of ~~nine~~Fiscal ~~months~~2014 ~~ended January 27, 2013~~ and ~~January 25,~~Fiscal ~~2012. Amounts reclassified to earnings because the hedged transaction was no longer expected to occur were not significant for the third quarters and nine months ended January 27,~~ 2013 ~~and January 25~~, ~~2012~~respectively.

Other Activities:

The Company enters into certain derivative contracts in accordance with its risk management strategy that do not meet the criteria for hedge accounting but which have the economic impact of largely mitigating foreign currency or interest rate exposures. The Company maintained foreign currency forward contracts with a total notional amount of $~~279~~752.26 million and $~~445~~369.59 million that did not meet the criteria for hedge accounting as of ~~January~~July 2728, 2013 and April 2928, ~~2012~~2013, respectively. These forward contracts are accounted for on a full mark-to-market basis through current earnings, with gains and losses recorded as a component of other income/(expense), net. Net unrealized gains/(losses) related to outstanding contracts totaled $2(13.50) million and $3(4.10) million as of ~~January~~July 2728, 2013 and April 2928, ~~2012~~2013, respectively. These contracts are scheduled to mature within one year.

~~Forward~~During ~~contracts~~the ~~that~~first quarter of Fiscal year 2013, forward contracts were put into place to help mitigate the unfavorable impact of translation associated with key foreign currencies which resulted in ~~gains~~a gain of $~~0.4 million and $~~6.2 million for the ~~third~~first ~~quarters~~quarter ended ~~January~~July 2729, ~~2013 and January 25,~~ 2012~~, respectively, and gains of $1~~.~~8 million and $11.4 million for the nine months ended January 27, 2013 and January 25, 2012.~~

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 iswas being used as an economic hedge to reduce the interest cost related to the Company's $119 million remarketable securities. The swap iswas being accounted for on a full mark-to-market basis through current earnings, with gains and losses recorded as a component of interest income. ~~The~~As ~~Company~~a ~~recorded~~result ~~an immaterial amount~~ of ~~interest income during~~ the ~~third quarter and nine months ended January 27~~Merger, ~~2013 and a $0.9 million reduction in interest income during~~ the ~~third~~remarketable ~~quarter~~securities ~~and~~were ~~nine~~repaid ~~months ended January 25, 2012, representing changes in the fair value of the swap~~ and ~~interest earned on~~ the ~~arrangement. Net~~associated ~~unrealized~~total ~~gains/(losses)~~rate ~~totaled $0.4 million and $(0.7) million as~~ of ~~January 27,~~return ~~2013 and January 25, 2012, respectively. In connection with this~~ swap, ~~the~~was ~~Company is required to maintain a restricted cash collateral balance of $34~~terminated.~~1 million with the counterparty for the term of the swap.~~

Concentration of Credit Risk:

Counterparties to currency exchange and interest rate derivatives consist of major international financial institutions. The Company continually monitors its positions and the credit ratings of the counterparties involved and, by policy, limits the amount of credit exposure to any one party. While the Company may be exposed to potential losses due to the credit risk of non-performance by these counterparties, losses are not anticipated. The Company closely monitors the credit risk associated with its counterparties and customers and to date has not experienced material losses.


(17)	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 ~~the~~ amount of net monetary assets and liabilities included in our subsidiary's balance sheet was $~~135~~98.4 million at ~~January~~July 2728, 2013.

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. As a result, the Company will record an approximately $43 million pre-tax currency translation loss, which will be reflected within other expense, net, on the consolidated statement of income during the fourth quarter of Fiscal 2013 ($39 million after-tax loss). The monetary net asset position of our 26

Venezuelan subsidiary has also been reduced as a result of the devaluation to approximately $92 million at February 13, 2013, the date of the devaluation.

(18) Redeemable Noncontrolling Interest

The minority partner in Coniexpress has the right, at any time, to exercise a put option to require the Company to purchase their equity interest at a redemption value determinable from a specified formula based on a multiple of EBITDA (subject to a fixed minimum linked to the original acquisition date value). The Company also has a call right on this noncontrolling interest exercisable at any time and subject to the same redemption price. The put and call options cannot be separated from the noncontrolling interest and the combination of a noncontrolling interest and the redemption feature require classification of the minority partner's interest as a redeemable noncontrolling interest in the condensed consolidated balance sheet. In the first quarter of Fiscal 2013, the minority partner exercised their put option for 15% of their initial 20% equity interest, retaining 5%. An adjustment was made to retained earnings to record the carrying value at the maximum redemption value immediately prior to this transaction. As this exercise did not result in a change in control of Coniexpress, it was accounted for as an equity transaction. In addition, the amount of cumulative translation adjustment previously allocated to the redeemable noncontrolling interest was adjusted to reflect the change in ownership. The carrying amount of the redeemable noncontrolling interest approximates the maximum redemption value of the remaining 5% equity interest. Any subsequent change in maximum redemption value would be adjusted through retained earnings. We do not currently believe the exercise of the remaining put option would materially impact our results of operations or financial condition.

(19) Subsequent Event - Berkshire Hathaway and 3G Capital Transaction

On February 13, 2013, the Company entered into a definitive agreement to be acquired by an investment group comprised of Berkshire Hathaway and 3G Capital. Under the terms of the agreement, which was unanimously approved by the Company's Board of Directors on February 13, 2013, the Company's shareholders will receive $72.50 in cash for each share of common stock, in a transaction valued at $28 billion, including the assumption of the Company's outstanding debt. The transaction will be financed through a combination of cash provided by Berkshire Hathaway and an affiliate of 3G Capital, rollover of certain existing debt, as well as debt financing that has been committed by J.P. Morgan and Wells Fargo. The transaction is subject to approval by the Company's shareholders, receipt of regulatory approvals and other customary closing conditions, and is expected to close in the third calendar quarter of 2013.

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

The Merger

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.

On February 13, 2013, the Company entered into the Merger Agreement with Parent and Merger Subsidiary. The terms of the Merger Agreement were unanimously approved by the Company's Board of Directors on February 13, 2013 and by the majority of votes cast at a special shareholder meeting on April 30, 2013. The acquisition was consummated on June 7, 2013, and as a result, Merger Subsidiary merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Holdings, which is in turn an indirect wholly owned subsidiary of Parent. Parent is controlled by the Sponsors. Upon the completion of the Merger, the Company's shareholders received $72.50 in cash for each share of common stock. The total aggregate value of the Merger consideration was approximately $28.75 billion, including the assumption of the Company's outstanding debt. The Merger consideration was funded through a combination of equity contributed by the Sponsors totaling $16.5 billion and proceeds from long-term borrowings totaling $12.6 billion. The Company's capital structure is further discussed under Liquidity and Financial Position.

Purchase Accounting Effects. The Merger was accounted for using the acquisition method of accounting which affected our results of operations in certain significant respects. The Sponsors' cost of acquiring the Company has been pushed-down to establish a new accounting basis for the Company. Accordingly, the accompanying interim consolidated financial statements are presented for two periods, Predecessor and Successor, which relate to the accounting periods preceding and succeeding the completion of the Merger. The allocation of the total purchase price to the Company's net tangible and identifiable intangible assets were based on preliminary estimated fair values as of the Merger date, as described further in Note 2 to the Financial Statements. In addition to the transaction related expenses discussed further below, the following are reflected in our results of operations for the Successor period ended July 28, 2013:


•	The preliminary purchase accounting adjustment to inventory resulted in an increase in cost of products sold of approximately $345 million as those products were sold to customers during the period subsequent to the Merger.


•	Incremental amortization of approximately $4 million on the step-up in basis of definite-lived intangible assets which was included within cost of products sold.


•	Incremental interest expense of $73 million related to new borrowings under the Senior Credit Facilities and the Notes issued in a private offering, in connection with the Merger.


•	The purchase accounting adjustment to deferred pension costs resulted in a decrease in pension expense of approximately $4 million which was primarily reflected in cost of products sold.

•

We recognized a gain of $118 million on interest rate swap agreements entered into by Merger Subsidiary prior to the Merger to mitigate exposure to variable rate debt that was raised to finance the acquisition. These agreements were not designated as hedging instruments prior to the Merger date, and as such, we recorded the gain due to changes in fair value of these instruments, and separately reflected in the accompanying statement of operations. As a result of the Merger and the transactions entered into in connection therewith, we have assumed the liabilities and obligations of Merger Subsidiary. As of the Merger date, these interest rate swaps were designated as cash flow hedges of the variable interest payments on the term notes issued in connection with the Merger, with changes in fair value of the derivatives reflected in other comprehensive income from that date forward.

Transaction Related Expenses. The Company incurred $150.4 million in Merger related costs on a pretax basis, including $60.4 million consisting primarily of advisory fees, legal, accounting and other professional costs. The Company also incurred $90 million related to severance and compensation arrangements pursuant to existing agreements with certain former executives and employees in connection with the Merger. These amounts are separately reflected in the accompanying statement of operations for the Successor period.

the change in control which is reflected in Other (expense) income, net, in the accompanying statement of operations for the Predecessor period.

Executive Overview

During the ~~third~~first quarter of Fiscal ~~2013~~2014, the Company's ~~generated~~total ~~organic~~ sales ~~growth(~~were $1).11 ofbillion ~~2.3%~~for ~~comprised~~the ofPredecessor aperiod 0and $1.3%53 ~~volume~~billion ~~improvement~~for ~~and~~the aSuccessor period, compared to reported sales of $2.0%78 ~~increase~~billion infor ~~net~~the ~~pricing~~first quarter of Fiscal 2013. ~~Overall~~The decline in sales ~~improved~~was 2principally due to a decrease in volume of 4.05% as ~~product~~favorable ~~line~~volume ~~divestitures~~in ~~and~~emerging ~~foreign~~markets ~~currency~~was ~~combined~~more tothan ~~reduce~~offset ~~sales~~by 0declines in developed markets.~~4%. Organic~~ Volume ~~sales~~in ~~growth~~the current quarter was ~~led~~unfavorably impacted by ~~our~~the ~~trio~~strategic ofdecision ~~growth~~to ~~engines~~realign ~~comprised~~promotional ofactivity ~~emerging~~in ~~markets~~the U.S. and U.K., the ~~Company's~~timing ~~top~~of 15sales ~~brands~~in ~~and~~the ~~global ketchup~~U. ~~The~~K. ~~emerging~~related ~~markets~~to ~~posted~~the ~~organic~~Project Keystone ~~sales~~go-live ~~growth~~in ofMay, ~~17.6%~~and ~~for~~by ~~the~~one ~~quarter~~extra month of sales (18approximating 1.83% ~~reported~~of sales) ~~and~~being ~~represented~~reported ~~23%~~in ofBrazil ~~total~~in ~~Company~~the ~~sales.~~prior ~~The~~year ~~Company~~as the subsidiary's ~~top~~fiscal 15reporting ~~brands~~was ~~generated~~conformed ~~organic~~to ~~sales~~the ~~growth~~Company's offiscal ~~2.6%~~period ~~(2.2%~~as ~~reported)~~the ~~driven~~subsidiary byno ~~the~~longer ~~Heinz®, ABC®,~~required ~~Quero®,~~an ~~Classico®,~~earlier ~~and~~closing ~~Master®~~date ~~brands~~to facilitate timely reporting. ~~Global~~ Net ~~ketchup~~pricing ~~grew~~increased ~~organically~~sales ~~4.2%~~by (40.76%, ~~reported) mainly~~ driven by ~~improvements~~price increases in ~~Russia~~Brazil, ~~Venezuela~~Indonesia and ~~Canada~~the U. ~~Product~~S. ~~line~~partially ~~divestitures~~offset ~~reduced~~by price decreases in Venezuela. Divestitures decreased sales by 0.3%~~. This~~ ~~quarter~~and ~~marks~~unfavorable ~~the~~foreign ~~31st~~exchange ~~consecutive~~translation ~~quarter~~rates ofdecreased ~~organic~~ sales ~~growth~~by ~~for the Company~~0. 9%.

OnIn athe ~~reported~~first ~~basis~~quarter of Fiscal 2014, gross ~~margin~~profit, operating income and net income have been significantly impacted by Merger related costs and expenses. In addition, for the ~~third~~Successor ~~quarter~~period, ~~improved~~the ~~170~~effects of the new basis ~~points,~~of toaccounting ~~37.7%,~~resulted ~~compared~~in increased non-cash charges to ~~prior~~cost ~~year. Excluding~~of ~~charges~~sales for ~~productivity~~the ~~initiatives~~step up in ~~Fiscal~~inventory ~~2012(2)~~value, ~~gross~~increased ~~margin~~amortization ~~improved~~expense ~~100~~associated ~~basis~~with ~~points~~the ~~driven~~fair byvalue ~~higher~~adjustments ~~pricing~~to intangible assets and ~~productivity~~the ~~improvements~~increased ~~which~~borrowings ~~more~~to ~~than~~fund ~~offset~~the Merger resulting in higher ~~commodity~~interest costs compared to prior year quarter. See The Merger and The Results of Operation sections for further information on the Merger related costs and expenses and further analysis of our operating results for the quarter.

During the third 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 selling, general and administrative expenses ("SG&A") on the consolidated income statement and in the Non-Operating segment.

Operating income increased 9.7% to $468 million on a reported basis. Excluding the charge for Foodstar earn-out settlement in the current year(3) as well as charges for productivity initiatives in the prior year, operating income increased 4.3% despite increased investments in the business, including higher marketing (+6%) and enhanced selling capabilities in emerging markets.

Reported diluted earnings per share from continuing operations were $0.95 for the third quarter compared to $0.89 in the prior year. Excluding the charge for the Foodstar earn-out settlement, current year diluted earnings per share from continuing operations were $0.99 compared to $0.96 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. Operating free cash flow(4) for the third quarter was $320 million, excluding the impact of the Foodstar earn-out settlement.

On February 13, 2013, the Company entered into a definitive agreement (the “merger agreement”) to be acquired by an investment consortium comprised of Berkshire Hathaway and 3G Capital. Under the terms of the agreement, the Company's shareholders will receive $72.50 in cash for each share of common stock they own, in a transaction valued at $28 billion, including the assumption of the Company's outstanding debt. The transaction will be financed through a combination of cash provided by Berkshire Hathaway and an affiliate of 3G Capital, rollover of certain existing debt, as well as debt financing that has been committed by J.P. Morgan and Wells Fargo. The transaction is subject to approval by the Company's shareholders, receipt of regulatory approvals and other customary closing conditions, and is expected to close in the third (calendar) quarter of 2013. The Company is required to continue to operate its business in the ordinary course pending the merger and not take certain specified actions prior to the completion of the proposed merger. As a result, the merger poses certain risks to the Company during the pendency of the transaction. See “Risk Factors.” in Part II Item 1A.

(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 measures.

(2) All Fiscal 2012 results excluding charges for productivity initiatives are non-GAAP measures used for management reporting and incentive compensation purposes. See “Non-GAAP Measures” section below for the reconciliation of all Fiscal 2012 non-GAAP measures to the reported GAAP measures.

(3) All Fiscal 2013 results excluding the charge for the Foodstar earn-out settlement are non-GAAP measures used for management reporting and incentive compensation purposes. See “Non-GAAP Measures” section below for the reconciliation of all Fiscal 2013 non-GAAP measures to the reported GAAP measures.

(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.

Discontinued Operations

InDuring the ~~third~~first quarter of Fiscal ~~2013~~2014, the Company's ~~Board~~completed ofthe ~~Directors~~sale ~~approved~~of ~~management's plan to sell~~ Shanghai LongFong Foods ~~("LongFong")~~, a maker of frozen products in China, ~~which~~resulting ~~was previously reported~~ in ~~the~~an ~~Asia/Pacific~~insignificant ~~segment. The~~loss ~~Company~~which ishas ~~currently~~been ~~committed~~recorded ~~to its plan to sell this business and anticipates securing an agreement with a buyer~~ in the next 12 months. As a result, LongFong's net assets were classified as held for sale and the Company adjusted the carrying value to estimated fair value, recording a $36.0 million pre-tax and after-tax non-cash goodwill impairment charge to discontinued operations ~~during the third quarter of Fiscal 2013. The net assets held for sale related to LongFong as of January 27, 2013 are reported~~ in ~~Other current assets, Other non-current assets, Other accrued liabilities and Other non-current liabilities on~~ the ~~condensed~~Successor ~~consolidated balance sheet as of January 27, 2013 as they are not material for separate balance sheet presentation~~period.

During the first quarter of Fiscal 2013, the Company completed the sale of its U.S. Foodservice frozen desserts business, resulting in a $3231.75 million pre-tax ($2120.14 million after-tax) loss which has been recorded in discontinued operations.

	Third Quarter Ended								Nine Months Ended
	Successor			Predecessor
	January 27, 2013FY 2013				January 25, 2012FY 2012				January 27, 2013FY 2013			January 25, 2012FY 2012
	February 8 - July 28,2013			April 29 - June 7,2013				Three Months EndedJuly 29, 2012
	(In millions)
Sales	$	~~14.~~2.9		$	$1.2	~~43.2~~		$	$10.2	~~30.0~~		$	~~103.6~~
Net after-tax losses	$	(21.7	)	$	$(1.3	~~(3.6~~)	)	$	$(7.7	~~(15.0~~)	)	$	~~(19.9~~	)
Tax (expense)/ benefit on losses	$	(0.2	)		$	0.8			$	0.4		$	1.4
Tax benefit on losses	$	—		$	—			$	0.6

Fiscal ~~2012~~2014 Productivity Initiatives

OnDuring ~~May~~Fiscal 262014, ~~2011,~~ the Company ~~announced~~is ~~that~~investing ~~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 $332.73 million ~~pre-tax~~in ~~($22.6 million after-tax or $0.07 per share) during~~ the ~~third~~Successor ~~quarter~~period ~~ended January 25, 2012~~ and $~~111~~6.20 million ~~pre-tax~~in ~~($76.3 million after-tax or $0.24 per share) during~~ the ~~nine~~Predecessor ~~months~~period ~~ended January 25, 2012, all of~~ which were ~~reported~~recorded in the Non-Operating segment. ~~In addition, after-tax charges of $0.1 million and $0.5 million were recorded in loss from discontinued operations for the third quarter and nine months ended January 25, 2012, respectively.~~ See Note 4, "“Fiscal ~~2012~~2014 Productivity Initiatives"” ~~and the "Liquidity and Financial Position" section below~~ for additional information on these productivity initiatives. There were no such charges in the first quarter of Fiscal 2013.

~~THREE~~On ~~MONTHS~~August ~~ENDED JANUARY 27~~9, 2013, ~~AND~~the ~~JANUARY 25,~~Company ~~2012~~announced the beginning of a restructuring plan that will result in the reduction of a number of corporate and field positions across the Company's global business segments. The Company is undertaking the restructuring as part of its ongoing cost reduction efforts with the goal of driving efficiencies and creating fiscal resources that will be reinvested into the Company's business.

~~Results~~As of ~~Continuing~~September ~~Operations~~11, 2013, the date of this filing, the number of employees impacted globally by this restructuring is approximately 1,200. The Company currently estimates it will incur total charges of approximately $160 million related to severance benefits and other severance-related expenses related to these impacted employees and the ongoing annual cost savings is estimated to be

Sales for the three months ended January 27, 2013 increased $58 million, or 2.0%, to $2.93 billion. Volume increased 0.3%, as favorable volume gains in emerging markets were offset by declines in the U.S. retail business, in part due to the Company's decision to exit the T.G.I Friday's® frozen meals, as well as decreases in Australia, the U.K. and The Netherlands. Emerging markets volume included strong results for Indonesia, China, Russia and Venezuela. 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 17.6%, 2.6% and 4.2%, respectively (18.8%, 2.2%, and 4.7%, respectively, on a reported basis). Net pricing increased sales by 2.0%, driven by price increases in most of the emerging markets, particularly Latin America and Indonesia, as well as in U.S. Foodservice. Divestitures decreased sales by 0.3% and unfavorable foreign exchange translation rates decreased sales by 0.1%.

Gross profit increased $73 million, or 7.1%, to $1.11 billion, and gross profit margin increased 170 basis points to 37.7%. Gross profit margin excluding charges for productivity initiatives in Fiscal 2012 increased 100 basis points, and gross profit increased $51 million, or 4.8%, despite higher commodity costs, largely due to higher pricing and productivity initiatives.

SG&A increased $32 million, or 5.2% to $639 million, and increased as a percentage of sales to 21.8% from 21.1%. SG&A in the current quarter was unfavorably impacted by $12 million due to the Foodstar earn-out settlement. Excluding the charge for the Foodstar earn-out settlement in the current year and charges for productivity initiatives in Fiscal 2012, SG&A increased $31 million, or 5.2%, to $627 million and increased as a percentage of sales to 21.4% from 20.7%. The increase in aggregate spending reflects higher marketing spending, particularly in the U.S., increased incentive compensation expense and strategic investments to drive growth in emerging markets, partially offset by effective cost management in developed markets.

Operating income increased $41 million, or 9.7%, to $468 million. Excluding the charge for the Foodstar earn-out settlement in the current year and charges for productivity initiatives in Fiscal 2012, operating income increased $20 million, or 4.3%, to $480 million.

Net interest expense decreased $1 million, to $65 million. Other expense, net, was $14 million in the current quarter, an increase of $12 million versus the prior year, primarily due to currency losses this year compared to gains last year.

The effective tax rate for the current quarter increased to 19.9% from 18.8% in the prior year on a reported basis as a result of the Foodstar earn-out settlement being nondeductible for tax purposes. Excluding the charge for the Foodstar earn-out settlement in the current year and productivity initiatives last year, the effective tax rate decreased to 19.3% from 20.0% as a result of the prior period containing an expense for revisions to previously estimated tax items. 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.

Income from continuing operations attributable to H. J. Heinz Company was $308 million, an increase of 6.9% compared to $288 million in the prior year on a reported basis. Excluding the charge for the Foodstar earn-out settlement, income from continuing operations was $320 million, an increase of 3.0% compared to $311 million in the prior year excluding charges for productivity initiatives. This increase was largely due to higher organic sales and gross margin. Diluted earnings per share from continuing operations of $0.95 were up 6.7% compared to $0.89 in the prior year on a reported basis. Excluding the charge for the Foodstar earn-out settlement, diluted earnings per share was $0.99, an increase of 3.1% compared to $0.96 in the prior year excluding charges for productivity initiatives. There was no impact to EPS this quarter from currency translation and translation hedges.

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

OPERATING RESULTS BY BUSINESS SEGMENT

North American Consumer Products

Sales of the North American Consumer Products segment decreased $6 million, or 0.7%, to $824 million. Volume decreased 1.3%, despite strong growth in our Canadian business, as marketing and promotion driven gains in Heinz® ketchup and Classico® pasta sauces were more than offset by the impact from the planned exit of T.G.I Friday's® frozen meals and declines in Heinz® gravy and T.G.I Friday's® frozen snacks. Higher net price of 0.4% resulted from reduced promotions on Heinz® gravy and Smart Ones® frozen entrees which were offset by lower pricing on frozen potatoes. Sales were also unfavorably impacted by 0.3% from the Company's strategic decision to exit the Boston Market® license. Favorable Canadian exchange translation rates increased sales 0.5%.

Gross profit increased $7 million, or 2.0%, to $359 million, and the gross profit margin increased to 43.5% from 42.4%. Gross margin improved as productivity improvements were partially offset by increased commodity costs. Operating income decreased $3 million, or 1.3%, to $224 million, due to significantly higher marketing in the U.S. and higher general and administrative expenses ("G&A") primarily reflecting increased incentive compensation expenses, partially offset by higher gross profit.

Europe

Heinz Europe sales increased $4 million, or 0.5%, to $859 million, reflecting a 1.3% increase from foreign exchange translation rates. Volume decreased 1.4%, as strong performance in Russia as well as increases in Heinz® soup in the U.K. from increased promotions were partially offset by volume declines in Heinz® beans and Aunt Bessie's® frozen potatoes in the U.K. due to promotional timing, as well as declines from weak economies and soft category sales in Italy and The Netherlands. Net pricing increased 1.2%, as lower promotions on Aunt Bessie's® frozen potatoes, Heinz® ketchup and beans in the U.K. and products in the Netherlands and price increases on products in Russia were partially offset by higher promotions on Heinz® soup in the U.K. The divestitures of two small businesses, a soup business in Germany and condiments business in Russia, decreased sales 0.6%.

~~Gross~~approximately ~~profit increased~~ $5150 million~~, or 1~~.~~5%,~~ The toseverance-related ~~$344~~charges ~~million,~~ and ~~the~~cost ~~gross~~savings ~~profit~~assumptions ~~margin~~that ~~increased~~the toCompany ~~40.0%~~expects ~~from~~to ~~39.6%. The~~incur ~~gross~~in ~~margin~~connection ~~improvement~~with ~~reflects~~these ~~productivity~~work ~~improvements,~~force ~~higher~~reductions ~~pricing~~are ~~and~~subject ~~favorable cross currency rate movements related~~ to ~~the~~a ~~sourcing~~number of ~~finished~~assumptions ~~goods~~and ~~across~~may ~~the~~differ ~~European~~from ~~supply~~actual ~~chain, partially offset by higher commodity costs~~results. ~~Operating~~The ~~income~~Company ~~increased~~may ~~$10~~also ~~million,~~incur orother ~~6.4%,~~charges tonot ~~$172~~currently ~~million,~~contemplated asdue ~~higher~~to ~~gross~~events ~~profit~~that ~~and~~may ~~lower~~occur ~~G&A~~as ~~costs~~a ~~were~~result ~~partially~~of, ~~offset~~or byrelated ~~increased~~to, ~~marketing~~these ~~investments~~cost reductions.

~~Asia/Pacific~~The Period from February 8, 2013 through July 28, 2013 (Successor), the Period from April 29 through June 7, 2013 (Predecessor) and Three Months Ended July 29, 2012

Heinz Asia/Pacific sales increased $13 million, or 2.2%, to $619 million. Volume increased 2.4% largely as a result of continued strong performance of Heinz® and Master® branded ketchup and sauces in China and improvements in ABC® products in Indonesia, partially offset by declines in Golden Circle® and infant feeding products in Australia and Complan® nutritional beverages in India. Pricing increased 0.3%, largely due to ABC® sauces in Indonesia, Master® branded sauces in China and Complan® nutritional beverages in India which were offset by higher promotions in Australia. Unfavorable exchange translation rates decreased sales by 0.6%.

Gross profit increased $10 million, or 5.7%, to $194 million, and the gross profit margin increased to 31.4% from 30.3%. The higher gross margin reflects productivity improvements partially offset by higher commodity costs. SG&A increased as a result of investments in marketing and in improved capabilities in our emerging markets businesses. Operating income increased by $3 million, or 6.1%, to $59 million, due to the increase in gross profit. Australia's operating income improved in the quarter as a result of savings from last year's productivity initiatives.

U.S. Foodservice

Sales of the U.S. Foodservice segment increased $2 million, or 0.7%, to $345 million. Pricing increased sales 1.5%, largely due to price increases and reduced promotions across this segment's product portfolio. Volume declined 0.8% as declines in frozen soup and Heinz® ketchup reflecting promotional timing were partially offset by improvements in sauces.

Gross profit increased $1 million, or 1.1%, to $104 million, and the gross profit margin increased slightly to 30.3% from 30.2%, as higher pricing offset increased commodity costs. Operating income was flat to prior year at $50 million, as the gross profit improvement was offset by higher incentive compensation expense.

Rest of World

Sales for Rest of World increased $44 million, or 18.4%, to $286 million. Volume increased 8.5% due to increases in both Heinz® ketchup and baby food in Venezuela reflecting increased demand. Volume improvements were also noted in Heinz® baby food in Mexico reflecting the launch of pouch packaging and in Complan® nutritional beverages sales in the Middle East. Pricing across the region increased sales by 15.5%, largely due to price increases on Quero® branded products in Brazil as well as increases in Venezuela taken to mitigate inflation. (See the “Venezuela- Foreign Currency and Inflation” section below for further discussion on inflation in Venezuela.) Foreign exchange translation rates decreased sales 5.6%.

Gross profit increased $29 million, or 37.5%, to $104 million, and the gross profit margin increased to 36.5% from 31.4%, due to higher pricing and volume and productivity improvements, partially offset by increased commodity and other manufacturing costs particularly in Venezuela and unfavorable foreign exchange translation rates. Operating income increased by $16 million, or 87.0%, to $34 million, due to the significant pricing increases in Brazil and Venezuela.

NINE MONTHS ENDED JANUARY 27, 2013 AND JANUARY 25, 2012

Results of Continuing Operations

Sales were $1.53 billion for the ~~nine~~Successor period and $1.11 billion for the Predecessor period, respectively, compared to $2.78 billion for the three months ended ~~January 27~~July 29, ~~2013~~2012, ~~increased~~a decrease of $42144 million, or 0.5.2%, toperiod ~~$8.54~~over ~~billion~~period. Volume ~~increased~~decreased 14.65%, as favorable volume ~~gains~~ in emerging markets ~~were~~was ~~partially~~more than offset by declines in ~~Continental~~developed ~~Europe, Australia and Italy~~markets. ~~Emerging~~Volume ~~markets~~in ~~volume~~the ~~included~~current anquarter ~~extra~~was ~~month~~unfavorably ofimpacted ~~results~~by ~~for~~reduced ~~Brazil,~~promotional ~~which~~pricing ~~was~~mainly ~~more~~in ~~than~~the ~~offset~~U.S. bywhen ~~the~~compared ~~Company's~~to ~~decision~~the toprior ~~exit~~year ~~the~~period ~~T.G.I~~and ~~Friday's®~~by ~~frozen~~one ~~meals~~extra ~~business~~month inof ~~the~~sales U(approximating 1.~~S. Emerging~~3% ~~markets,~~of ~~the~~sales) ~~Company's~~being ~~top~~reported 15in ~~brands~~Brazil ~~and~~in ~~global~~the ~~ketchup~~prior ~~continued~~year toperiod beas the ~~Company~~subsidiary's ~~primary~~fiscal ~~growth~~reporting ~~drivers,~~was ~~with~~conformed ~~organic~~to ~~sales~~the ~~growth~~Company's offiscal ~~17.7%,~~period ~~4.0%~~as ~~and~~the ~~4.3%,~~subsidiary ~~respectively~~no ~~(reported~~longer ~~sales~~required ~~growth~~an ofearlier ~~14.2%,~~closing ~~1.0%,~~date ~~and~~to ~~2.4%,~~facilitate ~~respectively)~~timely reporting. Net pricing increased sales by 20.16%, driven by price increases ~~across~~in ~~the~~Brazil, ~~emerging~~Indonesia ~~markets,~~and asthe ~~well~~U.S. aspartially inoffset ~~Continental~~by ~~Europe~~price ~~and~~decreases ~~U.S.~~in ~~Foodservice~~Venezuela. Divestitures decreased sales by 0.43%, and unfavorable foreign exchange translation rates decreased sales by 20.79%.

Gross profit decreased $414 million or 41.3% to $205 million for the Successor period and $383 million for the Predecessor, respectively, from a gross profit of $1.0 billion for the three months ended July 29, 2012, and gross profit margin decreased to 22.3% from 36.0%. These decreases are primarily related to higher cost of products sold associated with the preliminary purchase accounting adjustments related to the step up in value of inventory. Gross profit was also negatively impacted by the lower volume and by Fiscal 2014 productivity initiatives of $2 million for the Successor period and $6 million for the Predecessor period, respectively. These productivity related charges are recorded in the non-operating segment.

Selling, general and administrative expenses ("SG&A") decreased $37 million, or 6.4% to $305 million for the Successor period and $243 million for the Predecessor period, and decreased as a percentage of sales to 20.8% from 21.0% period over period. The decrease in SG&A is attributable to lower marketing spend and general and administrative expense.

Merger related costs in the Successor period include $60.4 million consisting primarily of advisory fees, legal, accounting and other professional costs and $90.0 million related to severance and compensation arrangements pursuant to existing agreements with certain former executives and employees in connection with the Merger. In the Predecessor period, Merger related costs include $48 million resulting from the acceleration of stock options, restricted stock units and other compensation plans, and $64 million of professional fees.

Operating income decreased $639 million to an operating loss of $251 million for the Successor period and an operating income of $28 million for the Predecessor period, respectively, reflecting the decrease in gross profit discussed above and the impact of the merger related charges.

Net interest expense increased $75 million, to $107 million for the Successor period and $32.5 million for the Predecessor period, respectively, reflecting higher average debt balances resulting from the Merger. Included in the Successor period is $24.5 million of interest expense incurred by Merger Subsidiary prior to the consummation of the Merger. Other income(expense), net, decreased $148 million, to an expense of $20 million for the Successor period and expense of $126 million for the Predecessor period, respectively, primarily related to the costs for early extinguishment of debt related to the Merger.

Prior to the Merger, Merger Subsidiary entered into interest rate swap agreements to mitigate exposure to variable rate debt that was raised to finance the acquisition. These agreements were not designated as hedging instruments prior to the Merger date, and as such, we recorded gain of $117.9 million due to changes in fair value of these instruments and separately reflected in the accompanying statement of operations. As a result of the Merger and the transactions entered into in connection therewith, we have assumed the liabilities and obligations of Merger Subsidiary.

For the Successor period the Company recorded a tax benefit of $186.6 million, or 71.9% of pretax loss. For the Predecessor period the Company recorded a tax expense of $61.1 million, or (46.9%) of pretax loss. In the first quarter of Fiscal 2013, the Company recorded a tax expense of $61.6 million, or 17.4% of pretax income.

~~Gross~~The ~~profit~~Successor ~~increased~~period ~~$137~~tax ~~million,~~benefit orincluded ~~4.6%,~~a tobenefit of $3103.127 ~~billion,~~million ~~and~~related ~~gross~~to ~~profit~~the ~~margin~~impact ~~increased~~on ~~150~~deferred ~~basis~~taxes ~~points~~of toa ~~36.6%. Gross~~300 ~~profit~~basis ~~margin~~point ~~excluding~~statutory ~~charges~~tax ~~for~~rate ~~productivity~~reduction ~~initiatives~~ in ~~Fiscal~~the ~~2012~~United ~~increased~~Kingdom 50which ~~basis~~was ~~points~~enacted in the period, and ~~gross~~a ~~profit~~favorable ~~increased~~jurisdictional ~~$56~~income ~~million,~~mix. orThe ~~1.8%,~~benefit asof the ~~benefits~~statutory ~~from~~tax ~~higher~~rate ~~pricing,~~reduction ~~volume~~in ~~and~~the ~~productivity~~United ~~initiatives~~Kingdom ~~were~~was ~~offset~~favorably impacted by anthe ~~$80~~increase ~~million~~in ~~unfavorable~~deferred ~~impact~~tax ~~from~~liabilities ~~foreign~~recorded ~~exchange~~in ~~and~~purchase ~~higher~~accounting ~~commodity~~for the Merger. These benefits were partially offset by current period nondeductible Merger related costs.

~~SG&A~~The ~~increased~~tax ~~$27~~provision ~~million,~~for orthe ~~1.5%~~Predecessor toperiod ~~$1.84~~was ~~billion,~~principally ~~and~~caused ~~increased~~by asthe aeffect ~~percentage~~ of ~~sales~~increased torepatriation ~~21.6%~~costs ~~from~~of ~~21.4%. Excluding~~approximately ~~the previously discussed~~ $12100 million ~~charge~~ for ~~the~~earnings ~~Foodstar~~of ~~earn-out~~foreign ~~settlement~~subsidiaries indistributed during the ~~current year and charges for productivity initiatives in Fiscal 2012~~period, ~~SG&A increased $45 million, or 2.5%, to $1.83 billion~~ and ~~increased~~the aseffect ~~a percentage~~ of ~~sales~~current toperiod ~~21.4%~~nondeductible ~~from~~Merger ~~21.0%.~~related The increase in aggregate spending reflects higher marketing spending, incremental investments in Project Keystone, higher incentive compensation expense and strategic investments to drive growth in emerging markets partially offset by a $53 million impact from foreign exchange translation rates and effective cost management in developed marketscosts.

~~Operating~~The ~~income~~tax ~~increased~~provision ~~$110~~for ~~million,~~the orfirst ~~9.4%,~~quarter toof ~~$1.28~~Fiscal ~~billion. Excluding~~2013 ~~the~~included ~~charge for~~ the ~~Foodstar~~benefit ~~earn-out~~of ~~settlement~~an inintangible ~~the~~asset ~~current~~revaluation ~~year~~ and ~~excluding~~a ~~charges~~benefit ~~for~~of ~~productivity~~$9.5 ~~initiatives~~million inrelated ~~Fiscal~~to ~~2012,~~200 ~~operating~~basis ~~income~~point ~~increased~~statutory ~~$11~~tax ~~million,~~rate orreduction ~~0.9%,~~also toin ~~$1.29~~the ~~billion~~United Kingdom.

~~Net~~The ~~interest~~net ~~expense~~loss ~~decreased~~from $2continuing ~~million,~~operations attributable to ~~$191~~H. ~~million,~~J. ~~reflecting~~Heinz aCompany was $574 million ~~decrease~~for inthe ~~interest~~Successor ~~expense~~period and a $3194 million ~~decrease~~for inthe ~~interest~~Predecessor ~~income. The~~period, ~~decrease~~respectively, incompared ~~interest expense is due~~ to ~~favorable~~net ~~interest rates and the decrease in interest~~ income ~~is mainly due to earnings in the prior year on short-term investments which matured at the end~~ of ~~last year. Other expense, net, increased~~ $15286 million, ~~to $18 million~~ in the ~~current~~first ~~year,~~quarter ~~primarily~~of ~~due~~Fiscal ~~to currency losses this year compared to gains last year~~2013.

The effective tax rate for the nine months ended January 27, 2013 decreased to 15.9% from 19.7% in the prior year on a reported basis. Excluding the charge for the Foodstar earn-out settlement in the current year and productivity initiatives last year, the effective rate was 15.7% compared to 20.9% last year. The decrease in the effective tax rate is primarily the result of the benefit of the Fiscal 2013 reorganization and revaluation exceeding the benefit of the Fiscal 2012 revaluation (see below in "Liquidity and Financial Position" for further explanation). In addition, the current period contains lower repatriation costs on current year earnings, the benefit of which is partially offset by the prior period benefits from the favorable 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 a benefit related to 200 basis point statutory tax rate reductions in the United Kingdom.

Income from continuing operations attributable to H. J. Heinz Company was $889 million, an increase of 15.8% compared to $768 million in the prior year on a reported basis. Excluding the charge for the Foodstar earn-out settlement, income from continuing operations was $901 million, an increase of 6.8% compared to $844 million in the prior year excluding charges for productivity initiatives. Diluted earnings per share from continuing operations of $2.75 were up 16.0% compared to $2.37 in the prior year on a reported basis. Excluding the charge for Foodstar earn-out settlement, diluted earnings per share was $2.79, an increase of 7.3% compared to $2.60 in the prior year excluding charges for productivity initiatives. EPS movements were unfavorably impacted by $0.06 from currency translation and translation hedges.

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

OPERATING RESULTS BY BUSINESS SEGMENT

North American Consumer Products

Sales of the North American Consumer Products segment decreased $2154 million, or 07.91%, to $~~2.38~~397 ~~billion. Volume~~million ~~decreased~~for ~~0.1%~~the ~~despite~~Successor ~~volume~~period ~~improvements in Heinz® ketchup~~ and ~~mayonnaise,~~$308 ~~Ore-Ida®~~million ~~and~~for ~~non-branded~~the ~~frozen~~Predecessor ~~potatoes~~period, ~~and Delimex® frozen snacks~~respectively. ~~These~~Higher ~~volume~~net ~~improvements~~price ~~were~~of ~~more~~0.5% ~~than~~reflects ~~offset~~higher bypricing ~~the~~on ~~planned~~ketchup ~~exit~~in ofthe TU.GS.I ~~Friday's®~~primarily ~~frozen~~resulting ~~meals~~from ~~and~~reduced ~~volume declines in T~~promotions.~~G.I Friday's® frozen snacks.~~ ~~Higher~~Volume ~~net~~was ~~price~~down ~~of 0~~7.24% ~~reflects~~reflecting ~~price~~declines ~~increases~~ in ~~the~~Heinz® ~~Canadian~~ketchup, ~~business~~Classico® ~~offset~~pasta bysauces, ~~increased promotions on~~ Ore-Ida® frozen potatoes~~. Sales~~ ~~were~~and ~~also~~Smart ~~unfavorably~~Ones® ~~impacted~~frozen byentrees, ~~0.9%~~primarily ~~from~~due to the ~~Company's~~ strategic decision to ~~exit~~realign ~~the~~promotional ~~Boston~~activity. Unfavorable ~~Market®~~Canadian ~~license~~exchange translation rates decreased sales 0. 2%.

Gross profit ~~increased~~decreased $3162 million, or 051.36%, to $~~1.00~~28 ~~billion~~million for the Successor period and $123 million for the Predecessor period, and the gross profit margin ~~increased~~decreased to 4221.15% from 41.63%. ~~Gross~~These ~~margin~~decreases ~~increased~~are asprimarily ~~productivity~~related ~~improvements~~to ~~more~~higher ~~than~~cost ~~offset~~of ~~increased~~products ~~commodity~~sold ~~costs~~associated with the preliminary purchase accounting adjustments related to the step up in value of inventory, and lower volume. Operating income decreased $22157 million, orto ~~3.5%,~~an tooperating loss of $~~598~~39 million, ~~largely~~for ~~due~~the toSuccessor ~~higher~~period ~~marketing~~and ~~(+19%),~~operating ~~increased~~income ~~S&D~~of ~~expenses~~$66 inmillion ~~Canada~~for ~~related~~the toPredecessor period reflecting the ~~implementation~~decline ofin ~~Project~~gross ~~Keystone~~profit, ~~and~~partially ~~higher~~offset ~~incentive~~by ~~compensation~~lower ~~expense~~SG&A primarily related to lower marketing spend.

Europe

Heinz Europe sales decreased $9251 million, or 3.6.5%, to $~~2.45~~443 ~~billion,~~million ~~reflecting~~for athe ~~3.7%~~Successor ~~decline~~period ~~from~~and ~~foreign~~$285 ~~exchange~~million ~~translation~~for ~~rates~~the Predecessor period. ~~Net~~Volume ~~pricing~~was ~~increased~~down 16.31%, ~~driven~~as bystrong ~~lower~~performance ~~promotions~~ in ~~Continental~~Russia ~~Europe~~was ~~and~~more onthan ~~Aunt~~offset ~~Bessie's®~~by ~~frozen~~soft ~~potatoes~~category ~~and~~sales ~~higher pricing on Heinz® ketchup~~ in ~~Russia~~the U.K., ~~partially~~Italy ~~offset~~and byContinental ~~higher~~Europe. Volume ~~promotions on Heinz® soup~~ in the U.K. ~~Volume~~ ~~decreased~~was ~~0.6%,~~also asimpacted ~~strong~~by ~~performance~~the instrategic ~~Russia~~decision ~~and~~to ~~improvements~~realign inpromotional ~~Heinz®~~activity ~~soup~~and inby the ~~U.K.~~timing ~~were~~of ~~more~~sales ~~than~~related ~~offset~~to bythe ~~volume~~Project ~~declines~~Keystone go-live in May. ~~Heinz®~~Net ~~beans~~pricing ~~and~~decreased ~~pasta meals in the U~~0.K.2% ~~and~~primarily ~~the~~reflecting ~~impact~~lower ~~from~~pricing ~~weak~~on ~~economies~~soup and ~~soft~~beans ~~category sales~~ in ~~Italy~~the ~~and Continental Europe~~U.K. The divestitures of ~~two~~a small ~~businesses, a~~ soup business in Germany and ~~condiments~~a ~~business~~non-core product line in Russia, decreased sales 1.1%. Favorable exchange translation rates increased sales 0.59%.

Gross profit decreased $25138 million, or 246.53%, to $~~949~~61 million for the Successor period and $98 million for the Predecessor period, while the gross profit margin ~~increased~~decreased to 3821.89% from 38.42%. ~~The~~These ~~gross~~decreases ~~margin~~are ~~improvement~~primarily ~~reflects higher pricing, productivity improvements and favorable cross currency rate movements~~ related to ~~the~~higher ~~sourcing~~cost of ~~finished~~products ~~goods~~sold ~~across~~associated with the ~~European~~preliminary ~~supply~~purchase ~~chain,~~accounting ~~partially~~adjustments ~~offset~~related byto ~~higher~~the ~~commodity~~step ~~costs. The~~up ~~$25 million decrease~~ in ~~gross~~value ~~profit was due to the impact~~ of ~~unfavorable~~inventory ~~foreign~~and ~~exchange~~lower ~~translation rates~~volume. Operating income ~~increased~~decreased $6129 million, orto ~~1.4%,~~an tooperating loss of $~~450~~25 million, asfor ~~higher~~the ~~pricing~~Successor period and ~~lower~~operating ~~G&A~~income ~~costs~~of ~~resulting~~$33 ~~from~~million ~~effective~~for ~~cost~~the ~~management~~Predecessor ~~and~~period, ~~reduced~~reflecting ~~pension~~the ~~expense~~decline ~~were~~in gross profit, partially offset by ~~unfavorable~~lower ~~foreign~~SG&A ~~exchange~~primarily ~~translation~~related ~~rates~~to ~~and~~lower ~~increased~~ marketing ~~investments~~spend.

Asia/Pacific

Heinz Asia/Pacific sales ~~increased~~decreased $2612 million, or 1.49%, to $~~1.87~~366 ~~billion~~million for the Successor period and $272 million for the Predecessor period, ~~despite~~as unfavorable exchange translation rates ~~decreasing~~decreased sales by 3.03%. Volume increased 30.17%, largely a result of growth in ~~Golden Circle® products in Australia,~~ ABC® products in Indonesia, ~~Glucon D® and Nycil® branded products~~ in ~~India~~part ~~resulting~~due ~~from~~to anholiday ~~excellent summer season~~timing, and continued strong performance of ~~Heinz® and~~ Master® branded sauces in China and ~~Japan~~Heinz branded infant feeding products in China. These increases were partially offset by declines in ~~soup~~Glucon ~~and~~D® ~~infant feeding in Australia~~ and Complan® ~~nutritional~~branded ~~beverages~~products in India. Pricing increased 10.37%, due to ABC® ~~products~~sauces in Indonesia, ~~Complan® nutritional beverages in India~~ and Master® branded sauces in China, partially offset by higher ~~promotional~~promotion spending in Australia.

~~Despite~~ ~~unfavorable foreign exchange translation rates, gross profit increased $31 million, or 5.5%, to $588 million, and the gross profit margin increased to 31.5% from~~ 30.2%. 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 higher SG&A investments to improve 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 $21 million, or 12.2%, to $192 million. Australia's operating income improved this year as a result of savings from last year's productivity initiatives.

Gross profit decreased $53 million, or 25.6%, to $62 million for the Successor period and $93 million for the Predecessor period, while the gross profit margin decreased to 24.4% from 32.1%. These decreases are related to higher cost of products sold associated with the preliminary purchase accounting adjustments related to the step up in value of inventory, as well as, unfavorable foreign exchange translation rates. Operating income decreased $52 million to an operating loss of $11 million for the Successor period and operating income of $38 million for the Predecessor period, reflecting the decline in gross profit, partially offset by lower SG&A. SG&A in the prior year benefited from a gain on the sale of excess land in Indonesia.

U.S. Foodservice

Sales of the U.S. Foodservice segment ~~increased~~decreased $2310 million, or 23.41%, to $~~1.01~~170 ~~billion~~million for the Successor period and $136 million for the Predecessor period. Pricing increased sales 20.79%, largely due to ~~prior year~~ price increases ~~across~~on ~~this~~ketchup ~~segment's~~while ~~product~~volume ~~portfolio to offset commodity cost increases. Volume~~ decreased ~~slightly,~~ by 0.4.0%, asreflecting ~~improvements~~declines in ~~sauces~~ketchup ~~were~~and ~~offset by declines in~~ frozen soup.

Gross profit ~~increased~~decreased $1141 million, or 346.86%, to $~~294~~9 million, for the Successor period and $39 million for the Predecessor period and the gross profit margin ~~increased~~decreased to 2915.14% from 28.80%,. asThese decreases are primarily related to higher ~~pricing~~cost ~~more~~of ~~than~~products ~~offset~~sold ~~increases~~associated with the preliminary purchase accounting adjustments related to the step up in ~~manufacturing~~value of inventory and ~~commodity~~lower ~~costs~~volume. Operating income ~~increased~~decreased $1341 million, orto ~~11.4%,~~an tooperating loss of $~~131~~19 million, ~~which~~for ~~was~~the ~~primarily~~Successor ~~due~~period toand ~~higher~~operating income of $16 million for the Predecessor period reflecting the decline in gross profit.

Rest of World

Sales for Rest of World ~~increased~~ decreased $~~106~~17 million, or 146.41%, to $~~837~~152 million~~. Volume~~ ~~increased~~for ~~13.2% due primarily to increases in both Quero® and Heinz® branded products in Brazil, Heinz® baby food in Mexico reflecting~~ the ~~launch~~Successor ofperiod ~~pouch packaging~~ and ~~Complan®~~$112 ~~nutritional~~million ~~beverages~~for in the ~~Middle~~Predecessor ~~East~~period. ~~Half~~Volume ofdecreased 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 market4. ~~Approximately~~9% ~~one-third~~as ~~of the volume gains in this segment and one-half of Brazil's volume gains are~~ a result of one extra month of sales reported in Brazil in the ~~current~~prior year, quarter as ~~the~~discussed ~~business~~above, nowhose ~~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~~ The ~~across~~volume ~~the~~decline ~~region~~in Brazil was partially offset by favorable volume in Venezuela and Mexico. Pricing increased sales by 112.93%, largely due to price increases on Quero® branded products in Brazil, aspartially ~~well~~offset asby ~~increases~~price decreases in Venezuela ~~taken to mitigate inflation~~. (See the “Venezuela- Foreign Currency and Inflation” section below for further discussion on inflation in Venezuela.) Foreign exchange translation rates decreased sales 103.75%.

31Gross profit decreased $12 million, or 13.3%, to $45 million for the Successor period and $36 million for the Predecessor period, and the gross profit margin decreased to 30.5% from 33.1%. These decreases are primarily related to higher cost of products sold associated with the preliminary purchase accounting adjustments related to the step up in value of inventory, the lower volume in Brazil resulting from the extra month of results in the prior quarter and lower results in Venezuela. Operating income decreased $10 million to $10 million for the Successor period and $11 million for the Predecessor period, primarily reflecting the decline in gross profit.

Gross profit increased $38 million, or 15.3%, to $286 million, due to strong results in Brazil which are a result of significant organic growth in this business and the extra month of results in the current year, partially offset by unfavorable foreign exchange translation rates. Gross profit margin increased to 34.2% from 33.9% as higher pricing and productivity improvements were partially offset by increased commodity and other manufacturing costs particularly in Venezuela. Operating income increased $10 million, or 11.7%, to $92 million, due to strong performance in Brazil.

Liquidity and Financial Position

~~Cash~~In ~~provided~~connection bywith ~~operating activities was $677 million compared to $744 million in~~ the ~~prior year. The decline in the first nine months of Fiscal 2013 versus Fiscal 2012 reflects unfavorable movements in receivables~~Merger, ~~largely due to an increase in cash received under~~ the accounts receivable securitization program during the first nine months of last year, income taxes and increased pension contributions, partially offset by favorable movements in payables. In addition, the settlement of the Foodstar earn-out previously discussed resulted in a cash ~~payment~~consideration ~~of $60 million, of which $15 million~~ was ~~reported~~funded ~~in cash~~ from ~~operating~~equity ~~activities~~contributions ~~and $45 million was reported in cash~~ from ~~financing activities on~~ the ~~consolidated~~Sponsors and cash ~~flow~~of ~~statement for~~ the ~~nine months ended January 27~~Company, ~~2013. Cash~~as ~~paid~~well inas ~~the~~proceeds ~~current~~received ~~year~~by ~~for~~Merger ~~Fiscal~~Subsidiary ~~2012~~in ~~productivity~~connection ~~initiatives~~with ~~was $69 million pre-tax ($26 million of which were capital expenditures) compared to $63 million pre-tax in~~ the ~~prior~~following ~~year. The~~debt ~~Company's~~financing ~~cash~~pursuant ~~conversion cycle improved 6 days from prior year~~ to ~~39 days in~~ the ~~first~~Senior ~~nine~~Credit ~~months~~Facilities ~~of Fiscal 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.~~ Notes:

~~During~~•$9.5 ~~the~~billion in ~~first~~senior ~~quarter~~secured ofterm ~~Fiscal 2013~~loans, ~~the~~with ~~Company~~tranches ~~entered into an amendment~~ of ~~its $175 million accounts receivable securitization program that extended the term until June~~ 6 and 7, year ~~2013.~~maturities ~~For~~and ~~the~~fluctuating ~~sale~~interest ofrates ~~receivables~~based ~~under the program~~on, at the Company's ~~receives~~election, ~~cash~~base ~~consideration~~rate ofor upLIBOR toplus ~~$175 million and~~ a ~~receivable~~spread ~~for~~on ~~the~~each ~~remainder~~ of the ~~purchase~~tranches, ~~price~~with ~~(the~~respective ~~"Deferred~~spreads ~~Purchase~~ranging ~~Price"). The~~from 125-150 basis ~~cash~~points ~~consideration~~for ~~and~~base ~~the~~rate ~~carrying~~loans ~~amount~~with ofa 2% base ~~receivables~~rate ~~removed~~floor ~~from the consolidated balance sheets were $145 million~~ and 225-250 basis ~~$137~~points ~~million~~for ~~during~~LIBOR ~~the~~loans ~~nine~~with ~~months ended January~~a ~~27,~~1% LIBOR ~~2013~~floor. ~~and~~Prior ~~January 25,~~to ~~2012,~~the ~~respectively~~Merger, ~~resulting~~Merger inSubsidiary aentered ~~$17~~into ~~million~~interest ~~decrease~~rate inswaps ~~cash~~to ~~for~~mitigate ~~sales~~exposure ~~under~~to ~~this~~the ~~program~~variable ~~for~~interest ~~the~~rates ~~nine~~on ~~months~~these ~~ended~~term ~~January 27,~~loans ~~2013~~ and as a ~~$108~~result, ~~million increase in cash for~~ the ~~nine~~rate ~~months~~on ~~ended~~future ~~January 25,~~interest ~~2012. The~~payments ~~decrease~~beginning in ~~cash proceeds related to the Deferred Purchase Price was $27 million for the nine months ended~~ January ~~27,~~ ~~2013~~2015 and anextending ~~increase~~through ofJuly ~~$90~~2020 ~~million~~have ~~for~~been ~~the~~fixed ~~nine~~at ~~months~~an ~~ended~~average ~~January 25,~~fixed ~~2012. See~~rate ~~Note 14,~~of ~~“Financing Arrangements” for additional information~~2.1%,

~~During~~•$2.0 ~~the~~billion senior ~~second~~secured ~~quarter~~revolving ofcredit ~~Fiscal~~facility ~~2013,~~with ~~the Company completed~~ a 5 year ~~tax-free~~maturity ~~reorganization~~and in a ~~foreign~~fluctuating ~~jurisdiction~~interest ~~which~~rate ~~resulted~~based inon, anat ~~increase in~~ the ~~tax~~Company's ~~basis~~election, ofbase ~~both~~rate ~~fixed~~or ~~and~~LIBOR, ~~intangible~~with ~~assets. The~~respective ~~increased~~spreads ~~tax~~ranging from 50-100 basis ~~resulted~~points infor abase ~~$63~~rate ~~million~~loans ~~discrete~~and 150-200 basis ~~tax~~points ~~benefit~~for ~~fully~~LIBOR ~~recognized~~loans, inon ~~the~~which ~~second~~nothing ~~quarter and~~ is ~~expected~~currently todrawn, ~~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.~~ and

~~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 million~~3. ~~This~~1 ~~revaluation resulted in a reduction~~ billion of tax expense in the first nine months of Fiscal 2013, fully recognized in the first quarter, of $13 million, reflecting the deferred tax benefit from the higher tax basis partially offset by the tax liability arising from this revaluation of $13 million 4. ~~During~~25% secured ~~the~~ second ~~quarter~~lien ofnotes ~~Fiscal~~with ~~2012,~~ a ~~foreign subsidiary of the Company also exercised a tax option under local law to revalue certain of its intangible assets, increasing the local tax basis by $220 million~~7. ~~This~~5 year ~~revaluation resulted in a reduction in Fiscal 2012 tax expense~~maturity, ~~fully~~which ~~recognized~~are inrequired ~~the~~to ~~second~~be ~~quarter,~~exchanged of $35 million reflecting the deferred tax benefit from the higher tax basis partially 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 20 within one year ~~tax amortization period~~ of ~~approximately~~consummation ~~$95 million. Also, as a result~~ of ~~these taxable revaluations,~~ the ~~subsidiary~~Merger ~~made~~Agreement ~~tax~~for ~~payments~~registered of $18 million and $10 million during the nine months ended January 27, 2013 and January 25, 2012, respectively, and is expected to make additional payments of approximately $16 million and $4 million during Fiscals 2014 and 2015, respectivelynotes.

~~Cash~~On ~~used~~June ~~for~~7, investing activities totaled $231 million compared to $271 million last year. Capital expenditures totaled $259 million (3.0% of sales) compared to $274 million (3.2% of sales) in the prior year. Proceeds from disposals of property2013, ~~plant~~Merger ~~and~~Subsidiary's ~~equipment~~indebtedness were $17 million in the current year compared to $7 million in the prior year. The increase is primarily due to cash received for the sale of land in Indonesia in the current year. Proceeds from divestitures were $17 million in the current year compared to $1 million in the prior year. The current year decrease in restricted cash was $4assumed ~~million~~by ~~compared to an increase in restricted cash of $39 million in~~ the ~~prior year~~Company, ~~which~~substantially ~~primarily~~increasing ~~represented collateral that~~ the Company's ~~was~~overall ~~required~~level ~~to maintain in connection with a total rate~~ of ~~return~~debt. ~~swap~~Refer ~~entered~~to ~~into~~Note ~~during~~13 ~~the third quarter~~ of ~~Fiscal~~consolidated ~~2012~~interim ~~(see~~financial ~~Note~~statements ~~16, "Derivative Financial Instruments and Hedging Activities"~~ for ~~additional~~a ~~information). Cash~~more ~~received~~thorough ~~for~~discussion ~~the sale~~ of ~~short-term~~our ~~investments~~new indebt ~~Brazil in the prior year was $48 million~~arrangements.

32 31

Cash used for ~~financing~~operating activities ~~totaled~~was $~~649~~274 million for the Successor period and $372 million for the Predecessor period, compared to cash provided by operating activities of $~~219~~49 million ~~last~~for ~~year~~the three months ended July 29, 2012. The decline reflects the operating loss in the current period resulting from merger related costs and charges incurred on the early extinguishment of debt, and unfavorable movements in accounts payable and income taxes, partially offset by favorable movements in inventories.

~~•Proceeds~~Cash ~~from~~used ~~long-term~~for ~~debt~~investing ~~were~~activities totaled $~~202~~21.5 ~~million~~billion infor the ~~current~~Successor ~~year~~period and $189.318 ~~billion~~million infor the ~~prior~~Predecessor ~~year. During the first quarter of Fiscal 2013~~period, ~~the~~compared ~~Company entered into a new variable rate three year 15 billion Japanese yen denominated credit agreement. The proceeds were swapped~~ to ~~188.5~~$73 million ~~U.S.~~for ~~dollars and~~ the ~~interest~~prior ~~rate~~year ~~was fixed at 2.22%. During the second~~ quarter ~~of Fiscal 2012, the Company issued $300 million 2~~.~~00%~~ ~~Notes~~Reflected ~~due~~in ~~2016~~our ~~and~~cash ~~$400~~flows ~~million~~used ~~3.125%~~in ~~Notes~~investing ~~due~~activities ~~2021. During~~for the ~~first~~Successor ~~quarter of Fiscal 2012~~period, ~~the~~is ~~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~~merger ~~quarter of Fiscal 2012~~consideration, ~~the~~net ~~Company issued $100 million~~ of ~~private~~cash ~~placement~~on ~~notes~~hand, ~~at an average interest rate~~ of 3$21.~~38%~~5 ~~with maturities of five and seven years~~billion.

~~•The~~Cash ~~current~~provided ~~year~~by ~~proceeds~~financing ~~from~~activities ~~debt~~totaled ~~issuances~~$24.4 ~~were~~billion ~~used~~for tothe ~~terminate~~Successor aperiod ~~variable~~and ~~rate~~$85.4 ~~three~~million ~~year~~for 15the ~~billion~~Predecessor ~~Japanese~~period, ~~yen~~compared ~~denominated~~to ~~credit~~cash ~~agreement~~used ~~that~~for ~~was~~financing ~~due~~activities ~~October~~of ~~2012,~~$243 ~~and~~million ~~settle~~in the ~~associated~~prior ~~swap,~~year ~~which~~quarter. ~~had~~The anMerger ~~immaterial~~was ~~impact~~funded toby equity contributions from the ~~Company's~~Sponsors ~~consolidated~~totaling ~~statement~~$16.5 billion as well as proceeds of ~~income~~approximately $11. ~~Overall,~~5 ~~payments~~billion onunder ~~long-term~~Senior ~~debt~~Credit ~~were~~Facilities (of which $~~217~~9.5 ~~million~~billion inwas drawn at the ~~current~~close ~~year~~of ~~compared~~the totransaction), and $~~832~~3.1 ~~million~~billion inupon the ~~prior~~issuance ~~year~~of the Notes. The ~~prior~~Company ~~year~~used such proceeds, ~~from~~which ~~debt~~was ~~issuances~~partially ~~were~~offset ~~used~~by ~~for~~$315.9 ~~the~~million ~~repayment~~ of ~~commercial~~debt ~~paper~~issuance costs, to ~~pay~~repay ~~off~~$4.2 billion of the ~~Company~~Predecessor's ~~$750~~outstanding ~~million~~short ofand ~~notes~~long ~~which~~term ~~matured~~debt onand ~~July 15,~~associated ~~2011,~~hedge ~~and~~contracts. toNet ~~pre-fund~~cash used in the ~~repayment~~first quarter of ~~the~~Fiscal ~~Company's~~2013 primarily related to an additional interest acquired in Coniexpress S.A. Industrias Alimenticias ("Coniexpress") for $~~600~~80 million ~~notes~~and ~~that~~dividend ~~matured~~payments onof ~~March~~$166 ~~15, 2012~~million.

~~•Net~~At ~~proceeds~~July 28, on2013, ~~commercial~~the ~~paper~~Company ~~and~~had ~~short-term~~total debt ~~were~~of $3114.71 ~~million~~billion ~~this~~and ~~year~~cash ~~compared~~and tocash ~~net~~equivalents ~~payments~~ of $~~57 million in the prior year~~2.68 billion.

~~•Cash~~In ~~payments~~order ~~for~~to ~~treasury~~more ~~stock~~efficiently ~~purchases~~manage foreign cash, ~~net~~we had a taxable distribution of ~~cash~~earnings from ~~option~~certain ~~exercises~~foreign subsidiaries to the U.S. in the Predecessor period ended June 7, ~~used~~2013 totaling approximately $43420 million ofwhich ~~cash~~resulted in ~~the~~a ~~current~~charge ~~year~~to ~~compared~~our toprovision for income taxes of approximately $~~127~~100 million in the ~~prior~~same ~~year~~period. ~~The~~ ~~Company~~We ~~repurchased~~are 2able to use existing foreign tax credit carryforwards to offset the tax liability created by such distributions such that there were no incremental cash taxes incurred in the period.4 Prior ~~million~~to ~~shares~~the Merger, our intent was to reinvest the accumulated earnings of ~~stock~~our atforeign subsidiaries in our international operations, except where remittance could be made tax free in certain situations, and our plans did not demonstrate a ~~total~~need ~~cost~~to ofrepatriate ~~$139~~them ~~million~~to fund our cash requirements in the ~~current~~U.S. ~~year~~ and, 3accordingly, a liability for the related deferred income taxes was not reflected in the Company's financial statements as of April 28, 2013.9 ~~million~~We ~~shares~~continue to expect to reinvest the majority of ~~stock~~the atearnings of our foreign subsidiaries in our international operations. However we have determined that a ~~total~~portion ~~cost~~of our unremitted foreign earnings are likely to be needed to meet U.S. cash needs. For the portion of unremitted foreign earnings which we currently do not consider permanently reinvested, a deferred tax liability of approximately $~~202~~215 million inhas ~~the~~been ~~prior~~recorded ~~year~~as of July 28, 2013.

•Berkshire ~~Dividend~~Hathaway ~~payments~~has ~~totaled~~an $~~500~~8.0 ~~million~~billion ~~this~~preferred ~~year,~~stock ~~compared~~investment toin ~~$465~~Parent ~~million~~which ~~for~~requires ~~the~~a ~~same~~9.0% ~~period~~annual ~~last~~dividend ~~year,~~to ~~reflecting~~be anpaid ~~increase~~quarterly in ~~the~~cash ~~annualized~~or ~~dividend~~in-kind. The ~~per~~Company ~~common~~expects ~~share~~to make quarterly cash distributions to $2Holdings to fund this dividend.~~06.~~

~~•During~~The ~~the~~Company ~~first~~will ~~quarter~~continue ofto ~~Fiscal~~monitor ~~2013,~~the credit markets to determine the ~~Company~~appropriate ~~acquired~~mix anof ~~additional~~long-term ~~15%~~debt ~~interest~~and inshort-term ~~Coniexpress~~debt Sgoing forward.A. ~~Industrias~~The ~~Alimenticias~~Company ~~("Coniexpress")~~believes ~~for~~that ~~$80~~its ~~million. Prior~~operating tocash ~~the~~flow, ~~transaction~~existing cash balances, together with the ~~Company~~credit ~~owned~~facilities ~~80%~~and ofother ~~this~~available ~~business. See~~capital ~~Note~~market 18financing, ~~"Redeemable~~will ~~Noncontrolling~~be ~~Interest"~~adequate ~~for~~to ~~further~~meet ~~details. During~~ the ~~second~~Company's ~~quarter~~cash ofrequirements ~~Fiscal~~for ~~2012~~operations, ~~the~~including ~~Company~~capital ~~acquired~~spending, andebt ~~additional~~maturities ~~10%~~and interest ~~in P~~payments.T. ~~Heinz~~While ~~ABC~~the ~~Indonesia~~Company ~~for~~is ~~$55~~confident ~~million. P.T.~~that ~~Heinz~~its ~~ABC~~needs ~~Indonesia~~can isbe afinanced, ~~subsidiary~~there ofcan ~~the~~be ~~Company~~no assurance that ~~manufacturers~~increased ~~Asian~~volatility ~~sauces~~ and ~~condiments~~disruption asin ~~well~~the asglobal ~~juices~~capital and ~~syrups. Prior~~credit tomarkets ~~the~~will ~~transaction,~~not ~~the~~impair ~~Company~~its ~~owned~~ability ~~65%~~to ofaccess ~~this~~these ~~business.~~markets on commercially acceptable terms.

At January 27, 2013, the Company had total debt of $4.98 billion (including $122 million relating to hedge accounting adjustments) and cash and cash equivalents of $1.10 billion. Total debt balances remained consistent with prior year end. The Company is currently evaluating alternatives concerning the refinancing and/or retirement of the $1.1 billion of debt maturing in Fiscal 2014.

At January 27, 2013, the Company had a $1.5 billion credit agreement which expires in June 2016. This 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 $63 million in commercial paper borrowings outstanding at January 27, 2013. The Company's average commercial paper borrowings during the third quarter of Fiscal 2013 was approximately $1.08 billion and the maximum amount of commercial paper borrowings outstanding during the third quarter of Fiscal 2013 was $1.30 billion. 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 approximately $500 million of other credit facilities available for use primarily by the Company's foreign subsidiaries. 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 January 27, 2013.

The Company believes that its strong operating cash flow, existing cash balances, together with the credit facilities and other available capital market and bank financing, will be adequate to meet the Company's cash requirements for operations, including capital spending, dividends to shareholders, debt maturities and acquisitions. 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.

In connection with the merger agreement, the Company will incur substantial indebtedness. J.P. Morgan and Wells Fargo have committed to provide $14.1 billion of new debt financing for the transaction, subject to a number of customary conditions, including, without limitation, execution and delivery of certain definitive documentation. A substantial portion of the Company's indebtedness will be subject to acceleration upon a change of control or require 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 current outstanding indebtedness that is not subject to acceleration upon a change of control and that either does not contain change of control repurchase obligations or where the holders do not elect to have such indebtedness repurchased in a change of control offer will remain outstanding following completion of such acquisition. While the Company expects to be able to satisfy its 2014 maturities during the pendency of the merger from available cash or refinancings, the proposed merger agreement and the contemplated additional leverage that the Company will incur in connection therewith could make it more difficult to incur indebtedness during the pendency of the merger, including refinancing the Company's 2014 maturities.

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 ~~was $135 million at January 27, 2013~~.

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 4.330 to 6.330. As a result, the Company will record an approximately $43 million pre-tax currency translation loss, which will be reflected within other expense, net, on the consolidated statement of income during the fourth quarter of Fiscal 2013 ($39 million after-tax loss). The monetary net asset position of our Venezuelan subsidiary ~~has~~was also ~~been~~ reduced as a result of the devaluation ~~to approximately $92 million at February 13, 2013, the date of the devaluation~~. While our future operating results in Venezuela will be negatively impacted by the currency devaluation, 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. In Fiscal 2013, sales in Venezuela represented 3% of the Company's total sales.

~~The~~ Venezuelan government announced the institution of price controls on a number of food and personal care products sold in the country. Such controls could impact the products that the Company currently sells within this country. In Fiscal 2012, sales in Venezuela represented less than 3% of the Company's total sales. 32

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 are reasonably likely to be incurred under these contracts based upon historical experience and current expectations. There have been no material changes to contractual obligations during the nine months ended January 27, 2013. For additional information, refer to page 21 of the Company's Annual Report on Form 10-K for the fiscal year ended April 29, 2012.

As of the end of the third quarter, 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 $52 million. The ~~timing~~following oftable ~~payments~~represents ~~will depend on~~ the ~~progress~~contractual ~~of examinations with tax authorities. The Company does not expect a significant tax payment related to these~~ obligations ~~within~~of the ~~next year. The~~ Company ~~is unable to make a reasonably reliable estimate~~ as toof ~~when~~July 28, ~~cash settlements with taxing authorities may occur~~2013.



	Fiscal Year
	2014		2015-2016		2017-2018		2019 Forward		Total
	(In thousands)
Long Term Debt⁽¹⁾	$	111,163	$	223,085	$	299,135	$	16,397,768	$	17,031,151
Capital Lease Obligations	2,859		13,897		5,958		12,819		35,533
Operating Leases	68,771		135,279		105,642		281,019		590,711
Purchase Obligations	1,272,084		580,239		154,863		231,595		2,238,781
Other Long Term Liabilities Recorded on the Balance Sheet	206,460		218,717		210,004		229,961		865,142
Total	$	1,661,337	$	1,171,217	$	775,602	$	17,153,162	$	20,761,318


(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 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.

As of the end of the first quarter of Fiscal 2014, 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 $64.4 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 cash settlements with taxing authorities may occur.

Recently Issued Accounting Standards

See Note 2 to the Condensed Consolidated Financial Statements in Part I Item 1 of this Form 10-Q.

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 that these measures provide useful information to investors, and include 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 Special 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.

Fiscal ~~2013~~2014 Results Excluding ~~Charge~~Charges for ~~Settlement~~Productivity ofInitiatives ~~Foodstar~~and ~~Earn-Out~~Merger Related Costs

The ~~adjustment~~adjustments iswere acharges ~~non-recurring charge~~ in Fiscal ~~2013~~2014 for ~~the Company's early settlement of the earn~~non-~~out~~recurring ~~payment~~productivity ~~that~~initiatives ~~was~~and ~~due~~merger ~~in Fiscal 2014~~ related tocosts ~~the Fiscal 2011 acquisition of Foodstar~~ that, in management's judgment, significantly affect the year-over-year assessment of operating results. See ~~Note~~"The ~~15,~~ Merger"~~Fair~~ ~~Value~~and ~~Measurements"~~“Fiscal 2014 Productivity Initiatives” sections for further explanation of ~~this~~these ~~charge~~charges and the following reconciliation of the Company's ~~third~~first quarter ~~and~~of ~~nine month~~ Fiscal ~~2013~~2014 results excluding ~~this~~charges ~~charge~~for merger related costs and productivity initiatives to the relevant GAAP measure.

	Third Quarter Ended
	Successor
	January 27, 2013
	February 8 - July 28, 2013
(Continuing Operations)	Sales		~~Gross Profit~~	Gross Profit	~~SG&A~~	~~Operating Income~~SG&A		~~Net Income attributable to H.J. Heinz Company~~	Merger Related Costs	~~Diluted EPS~~	Operating Income			Pre-Tax Loss			Net Loss attributable to H.J. Heinz Company
	(Amounts in thousands except per share amounts)
Reported results	$~~2,933,331~~	1,526,505	~~$1,106,515~~	$	~~$638~~204,~~654~~704	$~~467,861~~	304,922	~~$308,214~~	$	~~$0.95~~150,400	$	(250,618	)	$	(259,457	)	$	(74,176	)
Charge for settlement of Foodstar earn-out	—		—		12,081	12,081		12,081		0.04
Charges for productivity initiatives and merger related costs	—			2,039		243			150,400		152,682			61,285			51,074
Results excluding charge for settlement of Foodstar earn-out	$2,933,331		$1,106,515		$626,573	$479,942		$320,295		$0.99
Results excluding charges for productivity initiatives and merger related costs	$	1,526,505		$	206,743	$	304,679		$	—	$	(97,936	)	$	(198,172	)	$	(23,102	)

	Nine Months Ended
	Predecessor
	January 27, 2013
	April 29 - June 7, 2013
(Continuing Operations)	Sales		~~Gross Profit~~	Gross Profit	~~SG&A~~	~~Operating Income~~SG&A		~~Net Income attributable to H.J. Heinz Company~~	Merger Related Costs	~~Diluted EPS~~	Operating Income		Pre-Tax Loss			Net Loss attributable to H.J. Heinz Company
	(Amounts in thousands except per share amounts)
Reported results	$~~8,538,315~~	1,112,872	~~$3,121,475~~	$	$1383,~~841,487~~335	$~~1,279,988~~	243,364	~~$889,096~~	$	~~$2.75~~112,188	$	27,783	$	(130,327	)	$	(194,298	)
Charge for settlement of Foodstar earn-out	—		—		12,081	12,081		12,081		0.04
Charges for productivity initiatives and merger related costs	—			5,725		(11,591		)	112,188		106,322		235,690			168,735
Results excluding charge for settlement of Foodstar earn-out	$8,538,315		$3,121,475		$1,829,406	$1,292,069		$901,177		$2.79
Results excluding charges for productivity initiatives and merger related costs	$	1,112,872		$	389,060	$	254,955		$	—	$	134,105	$	105,363		$	(25,563	)

35There were no such adjustments in the Company's first quarter of Fiscal 2013.

~~Fiscal~~EBITDA ~~2012~~& ~~Results~~Adjusted ~~Excluding~~EBITDA ~~Charges~~(from ~~for~~Continuing ~~Productivity Initiatives~~ Operations)

~~The~~EBITDA ~~adjustments~~is ~~were~~defined ~~charges~~as earnings (net income or loss) before interest, taxes, depreciation and amortization, and is used by management to measure operating performance of the business. Adjusted EBITDA is a tool intended to assist our management in ~~Fiscal~~comparing ~~2012~~our performance on a consistent basis for ~~non~~purposes of business decision-~~recurring~~making ~~productivity~~by ~~initiatives~~removing ~~that,~~the inimpact of certain items that management's ~~judgment,~~believes ~~significantly~~do ~~affect~~not ~~the~~directly ~~year~~reflect our core operations. These items include share-~~over~~based compensation and non-~~year~~cash ~~assessment~~compensation ofexpense, other operating ~~results.~~(income) ~~See~~expenses, ~~the~~net, ~~above~~and ~~“Productivity~~all ~~Initiatives”~~other ~~section~~specifically ~~for~~identified ~~further~~costs ~~explanation~~associated ofwith ~~these~~non-recurring ~~charges~~projects, transaction costs, restructuring and ~~the~~related ~~following~~professional ~~reconciliation~~fees. EBITDA ofand Adjusted EBITDA are intended to provide additional information only and do not have any standard meaning prescribed by generally accepted accounting principles in the ~~Company's~~U.S. ~~third~~or ~~quarter~~U.S. GAAP. EBITDA and ~~nine~~Adjusted ~~month~~EBITDA ~~Fiscal~~are ~~2012~~not ~~results~~measurements ~~excluding~~of ~~charges~~our ~~for~~financial ~~productivity~~performance ~~initiatives~~under GAAP and should not be considered as alternatives to ~~the~~net ~~relevant~~income or other performance measures derived in accordance with GAAP, ~~measure~~or as alternatives to cash flow from operating activities as measures of our liquidity.

	Third Quarter Ended
	January 25, 2012
(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	$2,874,927	$1,033,598	$607,070	$426,528	18.8	%	$288,283	$0.89
Charges for productivity initiatives	—	22,218	11,439	33,657	32.7	%	22,647	0.07
Results excluding charges for productivity initiatives	$2,874,927	$1,055,816	$595,631	$460,185	20.0	%	$310,930	$0.96

We believe that EBITDA and adjusted EBITDA are useful to investors, analysts and other external users of our consolidated financial statements because they are widely used by investors to measure operating performance without regard to items such as income taxes, net interest expense, depreciation and amortization, non-cash stock compensation expense and other one-time items, which can vary substantially from company to company depending upon accounting methods and book value of assets, financing methods, capital structure and the method by which assets were acquired.

	Nine Months Ended
	January 25, 2012
(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	$8,495,904	$2,984,108	$1,814,210	$1,169,898	19.7	%	$767,710	$2.37
Charges for productivity initiatives	—	81,026	30,125	111,151	31.4	%	76,295	0.24
Results excluding charges for productivity initiatives	$8,495,904	$3,065,134	$1,784,085	$1,281,049	20.9	%	$844,005	$2.60

~~Organic~~Because ~~Sales~~of ~~Growth~~their limitations, neither EBITDA nor adjusted EBITDA should be considered as a measure of discretionary cash available to us to reinvest in the growth of our business or as a measure of cash that will be available to us to meet our obligations. Additionally, our presentation of Adjusted EBITDA is different than Adjusted EBITDA as defined in our debt agreements.

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.



	Successor			Predecessor
	February 8 - July 28, 2013			April 29 - June 7, 2013			Three Months Ended July 29, 2012
	(In thousands)
(Loss)/income from continuing operations, net of tax	$	(72,901	)	$	(191,424	)	$	292,828
Interest expense, net	106,829			32,472			64,265
Provision for income tax	(186,556		)	61,097			61,587
Depreciation	36,410			35,880			72,638
Amortization	15,260			5,143			11,892
EBITDA	$	(100,958	)	$	(56,832	)	$	503,210

Amortization of inventory step-up	344,994			—			—
Charges for productivity initiatives and merger related costs	152,688			118,188			—
Unrealized gain on derivative instruments	(117,934		)	—			—
Loss from the extinguishment of debt	—			129,367			—
Other expense/(income), net	10,541			(4,824		)	(4,922		)
Stock based compensation	—			4,318			15,600
Other adjustments	1,900			(11,908		)	(3,300		)
Adjusted EBITDA	$	291,231		$	178,309		$	510,588

	Third Quarter Ended
	January 27, 2013
(Continuing Operations)	Organic Sales Growth		+	Foreign Exchange		+	Acquisitions/ Divestitures		=	Total Net Sales Change
Q3FY13 total Company	2.3	%		(0.1	)%		(0.3	)%		2.0	%
Q3FY13 global ketchup	4.2	%		0.6	%		0.0	%		4.7	%
Q3FY13 emerging markets	17.6	%		(3.4	)%		4.6	%	*	18.8	%
Q3FY13 top 15 brands	2.6	%		(0.4	)%		0.0	%		2.2	%

The decrease in net income in the Successor and Predecessor periods of Fiscal 2014 was driven by productivity initiatives, merger related costs, and a increase in interest expense related to new borrowings under the new Senior Credit Facilities and the Notes. The decrease was partially offset by an unrealized gain on interest rate swap agreements that served as economic hedges of future interest payments on new borrowings and a decrease in income tax expense. The decline in Adjusted EBITDA was primarily due to the strategic decision to realign promotional activity in the U.S. and the U.K., one extra month of sales being reported in Brazil in the prior year as the subsidiary's fiscal reporting was conformed to the Company's fiscal period as the subsidiary no longer required an earlier closing date to facilitate timely reporting, the timing of sales in the U.K. related to the Project Keystone go-live in May, and unfavorable exchange translation rates.

	Nine Months Ended
	January 27, 2013
(Continuing Operations)	Organic Sales Growth		+	Foreign Exchange		+	Acquisitions/ Divestitures		=	Total Net Sales Change
YTDFY13 global ketchup	4.3	%		(1.9	)%		0.0	%		2.4	%
YTDFY13 emerging markets	17.7	%		(8.1	)%		4.6	%	*	14.2	%
YTDFY13 top 15 brands	4.0	%		(3.0	)%		0.0	%		1.0	%

* 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)	Third Quarter Ended
	January 27, 2013
Cash provided by operating activities	$	385.6
Capital expenditures	(83.5		)
Proceeds from disposals of property, plant and equipment	2.2
Operating Free Cash Flow	304.3
Impact of the Foodstar earn-out settlement on Operating Free Cash Flow	15.5
Operating Free Cash Flow excluding the impact of the Foodstar earn-out settlement	$	319.8

(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 addresses in the Annual Report on Form 10-K for the year ended April 2928, ~~2012~~2013 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. No changes to such policies as discussed in the Company's current Form 10-K have occurred as of ~~January~~July 2728, 2013~~, except as discussed below~~.

Goodwill —Carrying values of goodwill 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, including reporting unit specific operating results as well as industry, market and general economic conditions, 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.

The Company's estimates of fair value when testing for impairment of goodwill under the quantitative assessment is 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.

During the second quarter of Fiscal 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 review of goodwill during the third quarter of Fiscal 2013. We performed a qualitative assessment over nine of the Company's 19 reporting units. The results of the quantitative tests performed for these nine reporting units in prior periods were considered, and these tests each indicated that the fair values of these reporting units significantly exceeded their carrying amounts. We concluded that there were no significant events in Fiscal 2013 which had a material impact on the fair values of these reporting units.

For the reporting units which were tested quantitatively, the fair values of each reporting unit significantly exceeded their carrying values. No impairments related to continuing operations were identified during the Company's annual assessment of goodwill.


Item 3.	Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in the Company’s market risk during the ~~nine~~three months ended ~~January~~July 2728, 2013. For additional information, refer to pages ~~22-~~23-25 of the Company’s Annual Report on Form 10-K for the fiscal year ended April 2928, ~~2012~~2013.


Item 4.	Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

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

(b) Changes in Internal Control over Financial Reporting

During the first ~~nine~~three months of Fiscal ~~2013~~2014, the Company continued its implementation of SAP software across operations in the ~~countries of Spain, Germany and Canada~~U.K. As appropriate, the Company is modifying the design and documentation of internal control processes and procedures relating to the new systems to simplify and harmonize existing internal control over financial reporting. There were no additional changes in the Company's internal control over financial reporting during the Company's most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

38 36

PART II—OTHER INFORMATION


Item 1.	Legal Proceedings

~~The~~Nothing Company is aware that, shortly following the announcement of the merger, several putative class action and/or shareholder derivative complaints challenging the merger were filed in the Court of Common Pleas of Allegheny County, Pennsylvania and the United States District Court for the Western District of Pennsylvania, against various combinations of the Company, 3G Capital, Berkshire Hathaway, Hawk Acquisition Holding Corp., Hawk Acquisition Sub, Inc., and the individual members of the Company's Board of Directors. The complaints generally allege that the members of the Company's Board of Directors breached their fiduciary duties to ~~the~~report ~~Company's~~under ~~shareholders~~this by entering into the merger agreement, approving the proposed merger and failing to take steps to maximize the Company's value to its shareholders, and that the corporate defendants aided and abetted such breaches of fiduciary dutiesitem. In addition, the complaints allege that the proposed merger improperly favors 3G Capital and Berkshire Hathaway and that certain provisions of the merger agreement unduly restrict the Company's ability to negotiate with other potential bidders. The complaints generally seek, among other things, declaratory and injunctive relief, preliminary injunctive relief prohibiting or delaying the defendants from consummating the merger, other forms of equitable relief, and unspecified amounts of damages. The defendants believe that these lawsuits are without merit and plan to defend them vigorously. Additional lawsuits arising out of or relating to the merger agreement or the merger may be filed in the future. There is no assurance that the Company or any of the other defendants will be successful in the outcome of the pending or any potential future lawsuits.


Item 1A.	Risk Factors

~~The~~There have been no material changes in our risk factors from those disclosed in Part I, Item 1AIA to our Annual Report on Form 10-K for the ~~Company's~~fiscal year ended April 28, 2013. The risk factors disclosed in Part I, Item 1A to our Annual Report on Form 10-K for the fiscal year ended April 2928, ~~2012~~2013, in addition to the other information set forth in this report, could materially affect ~~the~~our ~~Company's~~ business, financial condition, or results of operations. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect its business, financial condition, or results of operations.

We face risks related to the proposed merger of the Company with an entity formed by Berkshire Hathaway and 3G Capital that could have a material adverse impact on our business, financial condition, financial results, and stock price.

Completion of the proposed merger is subject to the satisfaction of various conditions, including the receipt of approval from our stockholders and from government or regulatory agencies. There is no assurance that all of the various conditions will be satisfied, or that the merger will be completed on the proposed terms, within the expected timeframe, or at all. The proposed merger gives rise to other inherent risks including:

• legal or regulatory proceedings, the ability of Berkshire Hathaway and 3G Capital to obtain the necessary financing in connection with the proposed merger, or other matters that affect the timing or ability to complete the transaction as contemplated;

• the possibility of disruption to our business from the proposed merger, including increased costs as well as diversion of management time and resources;

• difficulties maintaining business and operational relationships, including relationships with customers, suppliers, and other business partners because of the uncertainty relating to our ability to perform contracts and the completion of the proposed merger;

• litigation relating to the proposed merger;

• the inability to retain key personnel pending consummation of the proposed merger;

• the inability to pursue alternative business opportunities or make appropriate changes to our business because of requirements in the merger agreement that we conduct our business only in the ordinary course and not take certain specified actions prior to the completion of the proposed merger;

• the requirement to pay a termination fee of $750 million if the Company terminates the merger agreement under certain circumstances, including to enter into a superior proposal, as defined in the merger agreement;

• developments beyond the company's control, including but not limited to changes in domestic or global economic conditions that may affect the timing or success of the proposed merger;

• the risk that the proposed merger is not completed, which could lead to the loss of or damage to business relationships with customers, suppliers and other business partners, a decline in investor confidence, the failure to retain key personnel, a reduction in profitability due to costs incurred in connection with the proposed merger, and stockholder litigation, and a decline in the market price of the Company's stock.

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 ~~occurrence~~ability of ~~any~~the ~~event,~~Company ~~change~~to orretain ~~other~~and ~~circumstances~~hire ~~that~~key ~~could~~personnel ~~give~~and ~~rise~~maintain torelationships ~~the~~with ~~termination~~customers, ofsuppliers ~~the~~and ~~merger~~other ~~agreement~~business partners,

• the failure to receive, on a timely basis or otherwise, the required approvals by the Company's shareholders and government or regulatory agencies with regard to the merger agreement,

• the risk that a closing condition to the merger agreement may not be satisfied,

• the failure of the buyer to obtain the necessary financing in connection with the merger agreement,

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


•	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

• ~~with~~other ~~regard~~factors todescribed ~~dividends,~~in ~~dividends~~“Risk ~~must~~Factors” ~~be declared by the Board of Directors~~ and ~~will~~"Cautionary beStatement ~~subject~~Relevant to ~~certain~~Forward-Looking ~~legal~~Information" ~~requirements~~in ~~being met at~~ the ~~time~~Company's ofForm ~~declaration,~~10-K asfor ~~well~~the asfiscal ~~our~~year ~~Board's~~ended ~~view~~April ~~of our anticipated cash needs~~28, ~~and~~2013.

• other factors described in "Risk Factors" in this Form 10-Q and “Risk Factors” and "Cautionary Statement Relevant to Forward-Looking Information" in the Company's Form 10-K for the fiscal year ended April 29, 2012.

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.


Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs	Maximum Number of Shares that May Yet Be Purchased Under the Programs
Period
October 29, 2012 - November 25, 2012	—	$	—	—	—
November 26, 2012 - December 23, 2012	700,000	58.99		—	—
December 24, 2012 - January 27, 2013	300,000	59.21		—	—
Total	1,000,000	$	59.05	—	—

Nothing to report under this item.

The shares repurchased were acquired under the share repurchase program authorized by the Board of Directors on November 14, 2012 for a maximum of 15 million shares. All repurchases were made in open market transactions. As of January 27, 2013, the maximum number of shares that may yet be purchased under the 2012 program is 14,000,000.


Item 3.	Defaults upon Senior Securities

Nothing to report under this item.

41 38


Item 4.	Mine Safety Disclosures

Nothing to report under this item.


Item 5.	Other Information

Nothing to report under this item.


Item 6.	Exhibits

Exhibits required to be ~~furnished~~filed by Item 601 of Regulation S-K are listed below. The Company may have omitted certain exhibits in accordance with Item 601(b)(4)(iii)(A) of Regulation S-K and any exhibits filed pursuant to Item 601(b)(2) of Regulation S-K may omit certain schedules. The Company agrees to furnish such documents to the Commission upon request. Documents not designated as being incorporated herein by reference are ~~set~~filed ~~forth~~ herewith. The paragraph numbers correspond to the exhibit numbers designated in Item 601 of Regulation S-K.

2. Agreement and Plan of Merger, dated as of February 13, 2013, by and among H.J. Heinz Company, Hawk Acquisition Holding Corporation and Hawk Acquisition Sub, Inc. is incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K dated February 15, 2013.



2.1	Agreement and Plan of Merger, dated as of February 13, 2013, by and among H.J. Heinz Company, H.J. Heinz Holding Corporation (formerly known as Hawk Acquisition Holding Corporation) and Hawk Acquisition Sub, Inc. is incorporated herein by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K dated February 15, 2013.
2.2	Amendment to Agreement and Plan of Merger, dated as of March 4, 2013, by and among H. J. Heinz Company, H.J. Heinz Holding Corporation (formerly known as Hawk Acquisition Holding Corporation) and Hawk Acquisition Sub, Inc. is incorporated herein by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K dated March 6, 2013.
3(i)	Amended and Restated Articles of Incorporation of H. J. Heinz Company dated June 7, 2013, is incorporated herein by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K dated June 13, 2013.
3(ii)	Amended and Restated Bylaws of H. J. Heinz Company dated June 7, 2013, is incorporated herein by reference to Exhibit 3.2 of the Company's Current Report on Form 8-K dated June 13, 2013.
4.1	Indenture, dated as of April 1, 2013, by and among Hawk Acquisition Sub, Inc., as Issuer, which was merged with and into H.J. Heinz Company, the Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee and Collateral Agent is incorporated herein by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K dated June 13, 2013.
4.2	Supplemental Indenture, dated as of June 7, 23013, by and among H. J. Heinz Company, the parties signatories thereto as Guarantors and Wells Fargo Bank, National Association as Trustee and Collateral Agent is incorporated herein by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K dated June 13, 2013.
4.3	Form of 4.25% Second Lien Senior Secured Notes due 2020 (included in Exhibit 4.1)
10.1	Credit Agreement, dated as of June 7, 2013, by and among H. J. Heinz Company, Hawk Acquisition Sub, Inc., Hawk Acquisition Intermediate Corporation II, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, the other agents party thereto, and the lenders party thereto from time to time is incorporated herein by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K dated June 13, 2013.
10.2	Security Agreement, dated as of June 7 , 2013, by and among H. J. Heinz Company, Hawk Acquisition Intermediate Corporation II, Hawk Acquisition Sub, Inc., the subsidiary guarantors from time to time party thereto, and JPMorgan Chase Bank, N.A., as collateral agent, is incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K dated June 13, 2013.
10.3	Guaranty Agreement, dated as of June 7, 2013, by and among H. J. Heinz Company, Hawk Acquisition Intermediate Corporation II, Hawk Acquisition Sub, Inc., the subsidiary guarantors from time to time party thereto , and JPMorgan Chase Bank, N.A., as collateral agent, is incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K dated June 13, 2013.
10.4	Purchase Agreement, dated March 22, 2013, by and among Hawk Acquisition Sub, Inc., Hawk Acquisition Intermediate Corporation II and the several initial purchasers named in the schedule thereto, is incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K dated June 13, 2013.
10.5	Joinder Agreement, dated June 7, 2013, by and among H.J. Heinz Company and certain of its wholly owned subsidiaries, is incorporated by reference to Exhibit 10.5 of the Company's Current Report on Form 8-K dated June 13, 2013.
10.6	Second Lien Security Agreement, dated as of June 7, 2013, by and among Hawk Acquisition Intermediate Corporation II, and certain of its subsidiaries, collectively, as the Initial Grantors, and Wells Fargo Bank, National Association, as Collateral Agent, is incorporated by reference to Exhibit 10.6 of the Company's Current Report on Form 8-K dated June 13, 2013.

~~12. Computation~~ ~~of Ratios of Earnings to Fixed Charges.~~39

31(a). Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive Officer.



10.7	Second Lien Intellectual Property Security Agreement, dated June 7, 2013 by the persons listed on the signature pages thereof (collectively, the “Grantors”) in favor of Wells Fargo Bank, National Association, as collateral agent for the Secured Parties, is incorporated by reference to Exhibit 10.7 of the Company's Current Report on Form 8-K dated June 13, 2013.
10.8	Registration Rights Agreement, dated as of April 1, 2013 by and among Hawk Acquisition Sub, Inc., Hawk Acquisition Intermediate Corporation II, as a guarantor and Wells Fargo Securities, LLC for itself and on behalf of J.P. Morgan Securities LLC, Barclays Capital Inc., Citigroup Global Markets Inc. and the other Initial Purchasers, is incorporated by reference to Exhibit 10.8 of the Company's Current Report on Form 8-K dated June 13, 2013.
10.9	Joinder to Registration Rights Agreement dated as of June 7, 2013, by and among H.J. Heinz Company and each of the subsidiaries listed on Schedule 1 thereto, and Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, as Representatives of the several Initial Purchasers listed in Schedule 1 thereto, is incorporated by reference to Exhibit 10.9 of the Company's Current Reporton Form 8-K dated June 13, 2013.
31(a)	Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive Officer.
31(b)	Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer.
32(a)	18 U.S.C. Section 1350 Certification by the Chief Executive Officer.
32(b)	18 U.S.C. Section 1350 Certification by the Chief Financial Officer.
101.INS	XBRL Instance Document
101.SCH	XBRL Schema Document
101.CAL	XBRL Calculation Linkbase Document
101.LAB	XBRL Labels Linkbase Document
101.LAB	XBRL Presentation Linkbase Document
101.DEF	XBRL Definition Linkbase Document

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

32(a). 18 U.S.C. Section 1350 Certification by the Chief Executive Officer.

32(b). 18 U.S.C. Section 1350 Certification by the Chief Financial Officer.

101.INS XBRL Instance Document

101.SCH XBRL Schema Document

101.CAL XBRL Calculation Linkbase Document

101.LAB XBRL Labels Linkbase Document

101.PRE XBRL Presentation Linkbase Document

101.DEF XBRL Definition Linkbase Document

_______________________________________

42 40

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

		H. J. HEINZ COMPANY
		(Registrant)
Date:	~~February~~September 2111, 2013
		By:	/s/ ~~ARTHUR~~Paulo ~~B. WINKLEBLACK~~Basilio
			Arthur B. Winkleblack
			Paulo Basilio
			Executive Vice President and
			Chief Financial Officer
			(Principal Financial Officer)

Date:	~~February~~September 2111, 2013
		By:	/s/ ~~EDWARD~~John J.Mastalerz ~~MCMENAMIN~~Jr.
			Edward J. McMenamin
			John Mastalerz Jr.
			Senior Vice President—Finance
			Corporate Controller
			(Principal Accounting Officer)

43 41

EXHIBIT INDEX

DESCRIPTION OF EXHIBIT

Exhibits required to be ~~furnished~~filed by Item 601 of Regulation S-K are listed below. The Company may have omitted certain exhibits in accordance with Item 601(b)(4)(iii)(A) of Regulation S-K and any exhibits filed pursuant to Item 601(b)(2) of Regulation S-K may omit certain schedules. The Company agrees to furnish such documents to the Commission upon request. Documents not designated as being incorporated herein by reference are ~~furnished~~filed herewith. The paragraph numbers correspond to the exhibit numbers designated in Item 601 of Regulation S-K.



2.1	Agreement and Plan of Merger, dated as of February 13, 2013, by and among H.J. Heinz Company, H.J. Heinz Holding Corporation (formerly known as Hawk Acquisition Holding Corporation) and Hawk Acquisition Sub, Inc. is incorporated herein by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K dated February 15, 2013.
2.2	Amendment to Agreement and Plan of Merger, dated as of March 4, 2013, by and among H. J. Heinz Company, H.J. Heinz Holding Corporation (formerly known as Hawk Acquisition Holding Corporation) and Hawk Acquisition Sub, Inc. is incorporated herein by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K dated March 6, 2013.
3(i)	Amended and Restated Articles of Incorporation of H. J. Heinz Company dated June 7, 2013, is incorporated herein by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K dated June 13, 2013.
3(ii)	Amended and Restated Bylaws of H. J. Heinz Company dated June 7, 2013, is incorporated herein by reference to Exhibit 3.2 of the Company's Current Report on Form 8-K dated June 13, 2013.
4.1	Indenture, dated as of April 1, 2013, by and among Hawk Acquisition Sub, Inc., as Issuer, which was merged with and into H.J. Heinz Company, the Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee and Collateral Agent is incorporated herein by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K dated June 13, 2013.
4.2	Supplemental Indenture, dated as of June 7, 23013, by and among H. J. Heinz Company, the parties signatories thereto as Guarantors and Wells Fargo Bank, National Association as Trustee and Collateral Agent is incorporated herein by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K dated June 13, 2013.
4.3	Form of 4.25% Second Lien Senior Secured Notes due 2020 (included in Exhibit 4.1)
10.1	Credit Agreement, dated as of June 7, 2013, by and among H. J. Heinz Company, Hawk Acquisition Sub, Inc., Hawk Acquisition Intermediate Corporation II, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, the other agents party thereto, and the lenders party thereto from time to time is incorporated herein by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K dated June 13, 2013.
10.2	Security Agreement, dated as of June 7 , 2013, by and among H. J. Heinz Company, Hawk Acquisition Intermediate Corporation II, Hawk Acquisition Sub, Inc., the subsidiary guarantors from time to time party thereto, and JPMorgan Chase Bank, N.A., as collateral agent, is incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K dated June 13, 2013.
10.3	Guaranty Agreement, dated as of June 7, 2013, by and among H. J. Heinz Company, Hawk Acquisition Intermediate Corporation II, Hawk Acquisition Sub, Inc., the subsidiary guarantors from time to time party thereto , and JPMorgan Chase Bank, N.A., as collateral agent, is incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K dated June 13, 2013.
10.4	Purchase Agreement, dated March 22, 2013, by and among Hawk Acquisition Sub, Inc., Hawk Acquisition Intermediate Corporation II and the several initial purchasers named in the schedule thereto, is incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K dated June 13, 2013.
10.5	Joinder Agreement, dated June 7, 2013, by and among H.J. Heinz Company and certain of its wholly owned subsidiaries, is incorporated by reference to Exhibit 10.5 of the Company's Current Report on Form 8-K dated June 13, 2013.
10.6	Second Lien Security Agreement, dated as of June 7, 2013, by and among Hawk Acquisition Intermediate Corporation II, and certain of its subsidiaries, collectively, as the Initial Grantors, and Wells Fargo Bank, National Association, as Collateral Agent, is incorporated by reference to Exhibit 10.6 of the Company's Current Report on Form 8-K dated June 13, 2013.
10.7	Second Lien Intellectual Property Security Agreement, dated June 7, 2013 by the persons listed on the signature pages thereof (collectively, the “Grantors”) in favor of Wells Fargo Bank, National Association, as collateral agent for the Secured Parties, is incorporated by reference to Exhibit 10.7 of the Company's Current Report on Form 8-K dated June 13, 2013.
10.8	Registration Rights Agreement, dated as of April 1, 2013 by and among Hawk Acquisition Sub, Inc., Hawk Acquisition Intermediate Corporation II, as a guarantor and Wells Fargo Securities, LLC for itself and on behalf of J.P. Morgan Securities LLC, Barclays Capital Inc., Citigroup Global Markets Inc. and the other Initial Purchasers, is incorporated by reference to Exhibit 10.8 of the Company's Current Report on Form 8-K dated June 13, 2013.

12. Computation of Ratios of Earnings to Fixed Charges.



10.9	Joinder to Registration Rights Agreement dated as of June 7, 2013, by and among H.J. Heinz Company and each of the subsidiaries listed on Schedule 1 thereto, and Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, as Representatives of the several Initial Purchasers listed in Schedule 1 thereto, is incorporated by reference to Exhibit 10.9 of the Company's Current Reporton Form 8-K dated June 13, 2013.
31(a)	Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive Officer.
31(b)	Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer.
32(a)	18 U.S.C. Section 1350 Certification by the Chief Executive Officer.
32(b)	18 U.S.C. Section 1350 Certification by the Chief Financial Officer.
101.INS	XBRL Instance Document
101.SCH	XBRL Schema Document
101.CAL	XBRL Calculation Linkbase Document
101.LAB	XBRL Labels Linkbase Document
101.LAB	XBRL Presentation Linkbase Document
101.DEF	XBRL Definition Linkbase Document

31(a). Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive Officer.

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

32(a). 18 U.S.C. Section 1350 Certification by the Chief Executive Officer.

32(b). 18 U.S.C. Section 1350 Certification by the Chief Financial Officer.

101.INS XBRL Instance Document

101.SCH XBRL Schema Document

101.CAL XBRL Calculation Linkbase Document

101.LAB XBRL Labels Linkbase Document

101.PRE XBRL Presentation Linkbase Document

101.DEF XBRL Definition Linkbase Document

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Filing Compare · Kraft Heinz Foods Co