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Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of H. J. Heinz Company: In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of H. J. Heinz Company and its subsidiaries at April 27, 2011 and April 28, 2010, and the results of their operations and their cash flows for each of the three years in the period ended April 27, 2011 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of April 27, 2011, based on criteria established in Internal Control— Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the Report of Management on Internal Control over Financial Reporting appearing under Item 8. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. As described in the Report of Management on Internal Control over Financial Reporting, management has excluded Coniexpress S.A. Industrias Alimenticias (Coniexpress S.A.) from its assessment of internal control over financial reporting as of April 27, 2011 because it was acquired by the Company in a purchase business combination on April 1, 2011. We have also excluded Coniexpress S.A. from our audit of internal control over financial reporting. Coniexpress S.A. is a majority-owned subsidiary whose total assets represent 6.6% of the Company’s total consolidated assets as of April 27, 2011. /s/ Pittsburgh, Pennsylvania June 16, 2011 PRICEWATERHOUSECOOPERS LLP 39
H. J. Heinz Company and Subsidiaries Consolidated Statements of Income April 27, 2011 (52 Weeks) Fiscal Year Ended April 28, 2010 (52 Weeks) April 29, 2009 (52 Weeks) (In thousands, except per share amounts) Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10,706,588 $10,494,983 $10,011,331 Cost of products sold . . . . . . . . . . . . . . . . . . . . . . . . . . 6,754,048 6,700,677 6,442,075 Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,952,540 3,794,306 3,569,256 Selling, general and administrative expenses . . . . . . . 2,304,350 2,235,078 2,066,810 Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,648,190 1,559,228 1,502,446 Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,565 45,137 64,150 Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 275,398 295,711 339,635 Other (expense)/income, net. . . . . . . . . . . . . . . . . . . . . (21,188) (18,200) 92,922 Income from continuing operations before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,374,169 1,290,454 1,319,883 Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . 368,221 358,514 375,483 Income from continuing operations . . . . . . . . . . . . . . . 1,005,948 931,940 944,400 Loss from discontinued operations, net of tax . . . . . . . — (49,597) (6,439) Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,005,948 882,343 937,961 Less: Net income attributable to the noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,438 17,451 14,889 Net income attributable to H. J. Heinz Company . . . . $ 989,510 $ 864,892 $ 923,072 Income/(loss) per common share: Diluted Continuing operations attributable to H. J. Heinz Company common shareholders . . . . . . . . . . . . . . $ 3.06 $ 2.87 $ 2.91 Discontinued operations attributable to H. J. Heinz Company common shareholders . . . . . . . . . . . . . . — (0.16) (0.02) Net income attributable to H. J. Heinz Company common shareholders . . . . . . . . . . . . . . . . . . . . $ 3.06 $ 2.71 $ 2.89 Average common shares outstanding—diluted . . . . 323,042 318,113 318,063 Basic Continuing operations attributable to H. J. Heinz Company common shareholders . . . . . . . . . . . . . . $ 3.09 $ 2.89 $ 2.95 Discontinued operations attributable to H. J. Heinz Company common shareholders . . . . . . . . . . . . . . — (0.16) (0.02) Net income attributable to H. J. Heinz Company common shareholders . . . . . . . . . . . . . . . . . . . . $ 3.09 $ 2.73 $ 2.93 Average common shares outstanding—basic . . . . . . 320,118 315,948 313,747 Cash dividends per share. . . . . . . . . . . . . . . . . . . . . . . $ 1.80 $ 1.68 $ 1.66 Amounts attributable to H. J. Heinz Company common shareholders: Income from continuing operations, net of tax. . . . . $ 989,510 $ 914,489 $ 929,511 Loss from discontinued operations, net of tax . . . . . — (49,597) (6,439) Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 989,510 $ 864,892 $ 923,072 See Notes to Consolidated Financial Statements 40
Page 2 and 3: Financial Highlights* EPS (1) CAGR
Page 4 and 5: Emerging Markets % of Company Sales
Page 6 and 7: technology. The PlantBottle packagi
Page 8 and 9: [THIS PAGE INTENTIONALLY LEFT BLANK
Page 10 and 11: The Company also owns or leases off
Page 12 and 13: Name Age (as of August 30, 2011) Po
Page 14 and 15: Disruption of our supply chain coul
Page 16 and 17: The Company could incur more debt,
Page 18 and 19: obligation to publicly update or re
Page 20 and 21: Item 6. Selected Financial Data. Th
Page 22 and 23: In order to continue to drive susta
Page 24 and 25: Selling, general and administrative
Page 26 and 27: The volume reflects ongoing weaknes
Page 28 and 29: educed S&D, partially offset by inc
Page 30 and 31: $85 million for the fiscal year end
Page 32 and 33: At April 27, 2011, the Company had
Page 34 and 35: As of April 27, 2011, the Company w
Page 36 and 37: interest rate contracts and cross-c
Page 38 and 39: In December 2010, the FASB issued a
Page 40 and 41: Most of these assumptions vary sign
Page 42 and 43: Sensitivity of Assumptions If we as
Page 44 and 45: Item 8. Financial Statements and Su
Page 48 and 49: H. J. Heinz Company and Subsidiarie
Page 54 and 55: Inventories: Inventories are stated
Page 92 and 93: (e) H. J. Heinz Company and Subsidi
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Item 9. Changes in and Disagreement
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(1) The Executive Deferred Compensa
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(c) Indenture among H. J. Heinz Com
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(xxvii) Form of Fiscal Year 2009 Re
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SIGNATURES Pursuant to the requirem
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Exhibit 31(b) I, Arthur B. Winklebl
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Exhibit 32(b) Certification by the
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PERFORMANCE GRAPH The following gra
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H. J. Heinz Company and Subsidiarie
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CORPORATE DATA Heinz: H. J. Heinz C
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H.J. Heinz Company P.O. Box 57 Pitt
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