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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. There is nothing to be reported under this item. Item 9A. Controls and Procedures. (a) Evaluation of Disclosure Controls and Procedures 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. See also “Report of Management on Internal Control over Financial Reporting.” (b) Management’s Report on Internal Control Over Financial Reporting. Our management’s report on Internal Control Over Financial Reporting is set forth in Item 8 and incorporated herein by reference. PricewaterhouseCoopers LLP, an independent registered public accounting firm, audited the effectiveness of the Company’s internal control over financial reporting as of April 27, 2011, as stated in their report as set forth in Item 8. (c) Changes in Internal Control over Financial Reporting During the fourth quarter of Fiscal 2011, the Company continued its implementation of SAP software across its Netherlands and Nordic countries operations. 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 has materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Item 9B. Other Information. There is nothing to be reported under this item. 89
Item 10. PART III Directors, Executive Officers and Corporate Governance. Information relating to the Directors of the Company is set forth under the captions “Election of Directors” and “Additional Information—Section 16 Beneficial Ownership Reporting Compliance” in the Company’s definitive Proxy Statement in connection with its Annual Meeting of Shareholders to be held August 30, 2011. Information regarding the Audit Committee members and the audit committee financial expert is set forth under the captions “Report of the Audit Committee” and “Relationship with Independent Registered Public Accounting Firm” in the Company’s definitive Proxy Statement in connection with its Annual Meeting of Shareholders to be held on August 30, 2011. Information relating to the executive officers of the Company is set forth under the caption “Executive Officers of the Registrant” in Part I of this report, and such information is incorporated herein by reference. The Company’s Global Code of Conduct, which is applicable to all employees, including the principal executive officer, the principal financial officer, and the principal accounting officer, as well as the charters for the Company’s Audit, Management Development & Compensation, Corporate Governance, and Corporate Social Responsibility Committees, as well as periodic and current reports filed with the SEC are available on the Company’s website, www.heinz.com, and are available in print to any shareholder upon request. Such specified information is incorporated herein by reference. Item 11. Executive Compensation. Information relating to executive and director compensation is set forth under the captions “Compensation Discussion and Analysis,” “Director Compensation Table,” and “Compensation Committee Report” in the Company’s definitive Proxy Statement in connection with its Annual Meeting of Shareholders to be held on August 30, 2011. Such information is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Information relating to the ownership of equity securities of the Company by certain beneficial owners and management is set forth under the captions “Security Ownership of Certain Principal Shareholders” and “Security Ownership of Management” in the Company’s definitive Proxy Statement in connection with its Annual Meeting of Shareholders to be held on August 30, 2011. Such information is incorporated herein by reference. The number of shares to be issued upon exercise and the number of shares remaining available for future issuance under the Company’s equity compensation plans at April 27, 2011 were as follows: Equity Compensation Plan Information (a) (b) (c) Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation Plans (excluding securities reflected in column (a)) Equity compensation plans approved by stockholders . . . . . . . 11,928,440 $42.43 6,230,347 Equity compensation plans not approved by stockholders(1) . . . . . 17,569 N/A(2) N/A Total . . . . . . . . . . . . . . . . . . . . . . . . . 11,946,009 $42.43 6,230,347 90
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Financial Highlights* EPS (1) CAGR
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Emerging Markets % of Company Sales
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technology. The PlantBottle packagi
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The Company also owns or leases off
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Name Age (as of August 30, 2011) Po
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Disruption of our supply chain coul
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The Company could incur more debt,
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obligation to publicly update or re
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Item 6. Selected Financial Data. Th
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In order to continue to drive susta
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Selling, general and administrative
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The volume reflects ongoing weaknes
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educed S&D, partially offset by inc
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$85 million for the fiscal year end
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At April 27, 2011, the Company had
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As of April 27, 2011, the Company w
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interest rate contracts and cross-c
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In December 2010, the FASB issued a
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Most of these assumptions vary sign
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Sensitivity of Assumptions If we as
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Item 8. Financial Statements and Su
Page 46 and 47: Report of Independent Registered Pu
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
Page 98 and 99: (1) The Executive Deferred Compensa
Page 100 and 101: (c) Indenture among H. J. Heinz Com
Page 102 and 103: (xxvii) Form of Fiscal Year 2009 Re
Page 104 and 105: SIGNATURES Pursuant to the requirem
Page 106 and 107: Exhibit 31(b) I, Arthur B. Winklebl
Page 108 and 109: Exhibit 32(b) Certification by the
Page 110 and 111: PERFORMANCE GRAPH The following gra
Page 114 and 115: CORPORATE DATA Heinz: H. J. Heinz C
Page 116: H.J. Heinz Company P.O. Box 57 Pitt
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