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Download Annual Report PDF - Heinz

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<strong>Report</strong> of Management on Internal Control over Financial <strong>Report</strong>ing<br />

Management is responsible for establishing and maintaining adequate internal control over<br />

financial reporting for the Company. Internal control over financial reporting refers to the process<br />

designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and<br />

effected by our Board of Directors, management and other personnel, to provide reasonable<br />

assurance regarding the reliability of financial reporting and the preparation of financial<br />

statements for external purposes in accordance with generally accepted accounting principles in<br />

the United States of America, and includes those policies and procedures that:<br />

(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect<br />

the transactions and dispositions of the assets of the Company;<br />

(2) Provide reasonable assurance that transactions are recorded as necessary to permit<br />

preparation of financial statements in accordance with generally accepted accounting principles;<br />

(3) Provide reasonable assurance that receipts and expenditures of the Company are being<br />

made only in accordance with authorizations of management and directors of the Company; and<br />

(4) Provide reasonable assurance regarding prevention or timely detection of unauthorized<br />

acquisition, use or disposition of the Company’s assets that could have a material effect on the<br />

financial statements.<br />

Because of its inherent limitations, internal control over financial reporting may not prevent or<br />

detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject<br />

to the risk that controls may become inadequate because of changes in conditions, or that the degree<br />

of compliance with the policies or procedures may deteriorate.<br />

Management has used the framework set forth in the report entitled “Internal Control—Integrated<br />

Framework” published by the Committee of Sponsoring Organizations of the Treadway Commission to<br />

evaluate the effectiveness of the Company’s internal control over financial reporting, as required by<br />

Section 404 of the Sarbanes-Oxley Act. This evaluation excluded the business of Coniexpress S.A.<br />

Industrias Alimenticias (Coniexpress S.A.) which was acquired on April 1, 2011. As of April 27, 2011,<br />

Coniexpress S.A.’s total assets represented 6.6% of our total consolidated assets as of fiscal year end.<br />

Based on this evaluation, management has concluded that the Company’s internal control over financial<br />

reporting was effective as of the end of the most recent fiscal year. PricewaterhouseCoopers LLP, an<br />

independent registered public accounting firm, audited the effectiveness of the Company’s internal<br />

control over financial reporting as of April 27, 2011, as stated in their report which appears herein.<br />

/s/ William R. Johnson<br />

Chairman, President and<br />

Chief Executive Officer<br />

June 16, 2011<br />

/s/ Arthur B. Winkleblack<br />

Executive Vice President and<br />

Chief Financial Officer<br />

38

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