Heinz Achieves Fourth-Quarter Sales Growth of 7.6% and Substantially Completes Portfolio Realignment; Fourth-Quarter Operating Income Rose 6.3%, Excluding Special Charges

H.J. Heinz Company (NYSE:HNZ) today reported solid financialresults for the fourth quarter and fiscal year ended May 3, 2006, withgrowth in sales and operating income.

Commenting on the Company's performance in Fiscal Year 2006, HeinzChairman, President and CEO William R. Johnson said: "In Fiscal Year2006, Heinz generated strong sales growth, operating profit and cashflow. Our achievements in the fourth quarter of FY 2006 included salesgrowth of 7.6%, led by double-digit growth in Smart Ones(R)nutritional meals, Classico(R) premium pasta sauces and Ore-Ida(R)potatoes, and a 6.3% increase in operating income, excluding specialcharges, reflecting strong volume across all segments and recentacquisitions."

Mr. Johnson continued, "We have good momentum going into FiscalYear 2007 as we execute our plan to deliver superior value andgrowth." (See separate Heinz news release today on Superior Value andGrowth Plan or visit www.heinzsuperiorvalue.com).

Reconciliations for all non-GAAP financial measures are set forthin the attached tables.

FOURTH-QUARTER SUMMARY

-- For the fourth quarter of FY 2006, EPS for continuing operations, excluding special items, was $0.54 versus $0.59 in the prior year, exceeding previous estimates. The results in FY 2006 reflected increased interest costs and a substantially higher quarterly tax rate compared to last year.

-- Net income for the fourth quarter, on a total company, GAAP basis, was $167.9 million, or $0.50 per diluted share, versus $206.5 million, or $0.59 per diluted share, last year. Net income reflected the impact of special items including a write-down of the company's Zimbabwe operations and a gain related to the sales of certain businesses (see below).

-- Fourth-quarter sales increased 7.6% (10.7% on a constant currency basis) to $2.4 billion. Sales of Heinz's top 10 brands in constant currency grew 7.9%, led by double-digit growth in Smart Ones(R), Classico(R) and Ore-Ida(R) brands. Sales in Australia rose strongly on new product introductions.

-- Overall, volume/mix increased 7.8% with every operating segment posting strong growth, aided by an extra week in the fourth quarter.

-- Acquisitions, net of divestitures increased sales by 3.4%, while unfavorable exchange reduced sales by 3.1%.

-- Special items in the fourth quarter reduced total earnings by a total of $0.05 per share, and included a net gain of $0.48 per share in discontinued operations resulting from the sale of non-core businesses.

-- During the fourth quarter, Heinz completed the sales of its European Seafood business, its Tegel(R) poultry business in New Zealand and several other smaller non-core businesses. Heinz also received final regulatory clearance for its acquisition of the HP Foods Group, which strengthened the company's core product line in sauces, including Lea & Perrins(R) Worcestershire sauce.

-- Operating Free Cash Flow (cash flow from operations less capital expenditures) for the quarter was a strong $492 million which includes the use of approximately $45 million for special items related to strategic initiatives.

Special Items

Special items in the fourth quarter for downsizing, integration,separation and preparation for sale of assets totaled $58.7 millionpre-tax in continuing operations. Additionally, the net loss ondispositions and impairments in anticipation of potential asset saleswas $174.1 million pre-tax for continuing operations and relatesprimarily to the write-down of the company's operations in Zimbabwe.The decision to write down the Zimbabwe investment relates tomanagement's determination that this investment is not a core businessand as a consequence the company will explore strategic options toexit this business. Management's determination is based on a currentevaluation of political and economic conditions existing in Zimbabweand the ability for the company to recover its cost in thisinvestment. This evaluation considered the continued economic turmoil,further instability in the local currency and the uncertaintyregarding the ability to source raw material in the future. A pretaxgain of $209.1 million was recorded in discontinued operationsprimarily related to the sales of European Seafood and the Tegelpoultry business.

Excluding special items, EPS for the fourth quarter fromcontinuing operations, although ahead of market estimates andprojections established by the company last September, decreased fromFY2005 by $0.05 to $0.54 due to increased interest costs and asignificantly higher quarterly tax rate. However, including specialitems, net income from continuing operations and EPS were completelyoffset by the special charges, most notably by the Zimbabwe writedown.

FULL YEAR SUMMARY

-- Total sales 6.7% (8.2% on a constant currency basis) to $8.6 billion. Heinz's top 10 brands, in constant currency, grew 4.5% led by double-digit growth in the Smart Ones(R), Classico(R) and TGIF(R) brands.

-- Increased volume/mix 3.8% with every operating segment contributing to the increase.

-- Increased operating income, excluding special items, by 3.2% over prior year despite significant cost increases for fuel and commodities.

-- Improved Cash Conversion Cycle an additional 2 days, to an historic low of 56 days.

-- Generated strong operating free cash flow of $844 million, despite spending approximately $75 million for special items related to strategic initiatives.

-- Completed the sale of 10 non-core assets resulting in cash proceeds of approximately $857 million.

-- Repatriated approximately $1.3 billion in foreign dividends, aided by the American Jobs Creation Act.

Net income, on a total company, GAAP basis, was $645.6 million, or$1.89 per diluted share, versus $752.7 million, or $2.13 per dilutedshare, last year.

Volume performance was strong in North America, Australia and inthe Italian infant feeding business, partially offset by softness infrozen food category in the U.K. Acquisitions, net of divestituresincreased sales another 4.4%. These increases were partially offset byan unfavorable foreign exchange impact of 1.5%.

Operating income, excluding special items, increased 3.2%, drivenby strong volume and recent acquisitions offset somewhat byunfavorable foreign exchange rates.

EPS from continuing operations decreased $0.66 from the prioryear. Excluding special items, EPS decreased by $0.11 to $2.10 due toincreased interest costs and a higher tax rate despite the increase inoperating income excluding special items.

Special items for the full year for downsizing, integration, andseparation totaled $146.7 million pre-tax in continuing operations and$11.8 million pre-tax in discontinued operations. Additionally, thenet loss on dispositions and impairments in anticipation of potentialsales was $206.5 million pre-tax for continuing operations and relatesmainly to the impairment of the company's operations in Zimbabwe andlosses on the exit of several small, non-core product lines andbusinesses. A pretax gain of $209.1 million was recorded indiscontinued operations related primarily to the sales of EuropeanSeafood and the Tegel poultry business.

(Comments on the financial results that follow refer to adjustedgross profit and adjusted operating income, which exclude specialitems. See attached tables for further details, includingreconciliation of non-GAAP financial measures. Management believesthat the adjusted GAAP measures provide additional clarity inunderstanding the trends of the business as they enable investors touse financial measures that management uses in addition to GAAPmeasures to evaluate the day-to-day operations of the business.)

FISCAL 2006 FOURTH QUARTER OPERATING RESULTS

Sales for the fourth quarter increased 7.6% (10.7% on a constantcurrency basis). Volume increased 7.8%, lead by a 10.6% increase inNorth American Consumer Products and 22.9% in Australia. Pricingdecreased sales slightly, as improvements in North America, LatinAmerica and Indonesia were offset primarily by declines in the U.K.Acquisitions, net of divestitures, increased sales by 3.4%. Foreignexchange translation rates decreased sales by 3.1%.

Adjusted gross profit increased 6.2%, primarily due to highersales volume and the favorable impact of acquisitions, partiallyoffset by unfavorable exchange translation rates. The adjusted grossprofit margin decreased 50 basis points to 36.5% mainly due todeclines in the Europe segment, particularly in the U.K. behindincreased promotional spending, and in addition, increased commoditycosts, particularly in the North American and Indonesian businesses.

Adjusted operating income increased 6.3%. The increase in adjustedoperating income was offset by increased net interest expense and ahigher effective tax rate, resulting in the 8.5% decrease in EPS. Theadjusted effective tax rate was 37.3% compared to 27.0% for the prioryear.

QUARTERLY OPERATING RESULTS BY BUSINESS SEGMENT

North American Consumer Products

Sales of the North American Consumer Products segment increased16.4%. Volume increased 10.6%, as a result of growth in Smart Ones (R)frozen entrees and desserts, in Ore-Ida (R) frozen potatoes andHeinz(R) Ketchup. The acquisition of HP/Lea & Perrins and Nancy'sadded an additional 4.1% to sales along with higher pricing of 0.4%.Favorable Canadian exchange translation rates increased sales 1.3%.

Adjusted operating income increased 19.2%, driven primarily by thevolume growth and the favorable impact of acquisitions partiallyoffset by increased SG&A expenses resulting from the increased volumeand transportation costs, as well as acquisitions.

U.S. Foodservice

Sales of the U.S. Foodservice segment increased 6.1%. Volumeincreased 3.1%, behind increases in Truesoups(R) frozen soup and Heinz(R) Ketchup. Higher pricing increased sales by 0.7% as increases incustom recipe tomato products and single-serve condiments were largelyoffset by declines in ketchup and soups. The acquisition of AppetizersAnd, Inc. ("AAI") and Kabobs, Inc. increased sales 2.4%.

Adjusted operating income decreased $7.7 million, largely due tohigher marketing, commodity, fuel and transportation costs.

Europe

Heinz Europe's sales increased 2.6%. Volume increased 6.5%, fromincreases in the U.K. in Heinz (R) soup and top-down ketchup and inthe Italian infant nutrition business. The acquisitions of the HP/Lea& Perrins and Petrosoyuz businesses increased sales 9.1%. Lowerpricing decreased sales 2.6%. These decreases were partially offset byincreased pricing initiated on Heinz (R) beans. Divestitures reducedsales 3.1%, and unfavorable exchange translation rates decreased salesby 7.3%.

Adjusted operating income increased 1.2% mainly due to thefavorable impact of acquisitions, higher volume and reduced marketingexpense. These increases were partially offset by unfavorable pricing,higher G&A expense and exchange translation rates.

Asia/Pacific

Sales in Asia/Pacific increased 6.7%. Volume increased sales13.4%, reflecting strong performance in Australia and New Zealand,largely due to new product introductions, and in China and Indonesia.Pricing unfavorably impacted sales by 1.3%. Acquisitions, net ofdivestitures, decreased sales slightly by 0.1%. Unfavorable exchangetranslation rates decreased sales by 5.4%.

Adjusted operating income increased $9.1 million chiefly due tothe strong volume performance and reduced G&A expenses.

Rest of World

In Heinz's ROW segment, sales increased 1.8%. Volume increased5.3% due primarily to strong sales in Latin America and India. Higherpricing increased sales by 6.4%, largely due to price increases takenin Latin America and India. Divestitures, net of acquisitions, reducedsales by 7.4%. Unfavorable exchange translation rates decreased sales2.4%.

Adjusted operating income increased $9.0 million due primarily tothe increased pricing and volume and decreased G&A principally due todivestitures.

FISCAL 2006 FULL YEAR OPERATING RESULTS

Sales for Fiscal 2006 increased 6.7%, to $8.6 billion (+8.2% on aconstant currency basis). Sales were favorably impacted by increasedvolume of 3.8% driven primarily by the North American ConsumerProducts segment, as well as the Australian, Indonesian and theItalian infant nutrition businesses. These volume increases werepartially offset by declines in the European frozen food business.Pricing decreased sales slightly, by 0.1%, as improvements in LatinAmerica and Indonesia and North America were offset by declines inAustralia, U.K. and Northern Europe. Acquisitions, net ofdivestitures, increased sales by 4.4%. Foreign exchange translationrates decreased sales by 1.5%.

Adjusted gross profit increased 4.1%, primarily due to thefavorable impact of acquisitions and higher sales volume, partiallyoffset by unfavorable exchange translation rates. The adjusted grossprofit margin decreased 90 basis points mainly due to pricing declinesin Europe and increased commodity costs, particularly in the NorthAmerican and Indonesian businesses.

Adjusted operating income increased 3.2% as the increase inadjusted gross profit and the decrease in G&A expenses in Europe werepartially offset by higher fuel and transportation costs, particularlyin the U.S. businesses. The increase in adjusted operating income wasoffset by increased net interest expense and a higher effective taxrate, resulting in a 5.0% decrease in EPS. The adjusted effective taxrate was 31.4% compared to 28.3% for the prior year.

The company's working capital management initiatives improved theCash Conversion Cycle by an additional two days, on a total companybasis. Operating free cash flow was $844 million, despite spending ofapproximately $75 million for special items related to strategicinitiatives.

MEETING WITH SECURITIES ANALYSTS - INTERNET BROADCASTS

Heinz will host a conference call with security analysts today at8:30 a.m. (Eastern Time) to discuss fiscal year 2006 results and itsSuperior Value and Growth Plan. The call will be webcast live onwww.heinz.com and will be archived for playback beginning at 2 p.m.The call is available live via conference call at 800-955-1760 (listenonly). It will be hosted by William R. Johnson, Chairman, President &CEO; Art Winkleblack, Executive Vice President and Chief FinancialOfficer; Dave Moran, Executive Vice President - Heinz North AmericaConsumer Products; Scott O'Hara, Executive Vice President - HeinzEurope; and Jack Runkel, Vice President - Investor Relations.

SAFE HARBOR PROVISIONS FOR FORWARD-LOOKING STATEMENTS:

This press release contains forward-looking statements within themeaning of the "safe harbor" provisions of the Private SecuritiesLitigation Reform Act of 1995. Forward-looking statements aregenerally identified by the words "will," "expects," "anticipates,""believes," "estimates" or similar expressions and include ourexpectations as to future revenue growth, earnings, capitalexpenditures and other spending, as well as anticipated reductions inspending. These forward-looking statements reflect management's viewof future events and financial performance. These statements aresubject to risks, uncertainties, assumptions and other importantfactors, many of which may be beyond Heinz's control, and could causeactual results to differ materially from those expressed or implied inthese forward-looking statements. Factors that could cause actualresults to differ from such statements include, but are not limitedto:

-- sales, earnings, and volume growth,

-- general economic, political, and industry conditions,

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

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

-- the need for product recalls,

-- the ability to maintain favorable supplier relationships,

-- currency valuations and interest rate fluctuations,

-- change in credit ratings,

-- the ability to identify and complete and the timing, pricing and success of acquisitions, joint ventures, divestitures and other strategic initiatives,

-- approval of acquisitions and divestitures by competition authorities, and satisfaction of other legal requirements,

-- the ability to successfully complete cost reduction programs,

-- the results of shareholder proposals,

-- the ability to limit disruptions to the business resulting from the emphasis on three core categories and potential divestitures,

-- the ability to effectively integrate acquired businesses, new product and packaging innovations,

-- product mix,

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

-- the ability to maintain sales growth while reducing spending on advertising, marketing and promotional programs,

-- supply chain efficiency,

-- cash flow initiatives,

-- risks inherent in litigation, including tax litigation, and international operations, particularly the performance of business in hyperinflationary environments,

-- changes in estimates in critical accounting judgments and other 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 possibility of an impairment in Heinz's investments,

-- and other factors described in "Cautionary Statement Relevant to Forward-Looking Information" in the Company's Form 10-K for the fiscal year ended April 27, 2005.

The Company undertakes no obligation to publicly update or reviseany forward-looking statements, whether as a result of newinformation, future events or otherwise, except as required by thesecurities laws.

Heinz will file a proxy statement in connection with its 2006annual meeting of stockholders. Heinz stockholders are stronglyadvised to read the proxy statement and the accompanying WHITE proxycard when they become available, as they will contain importantinformation.

Stockholders will be able to obtain this proxy statement, anyamendments or supplements to the proxy statement and other documentsfiled by Heinz with the Securities and Exchange Commission for free atthe Internet website maintained by the Securities and ExchangeCommission at www.sec.gov. Copies of the proxy statement and anyamendments and supplements to the proxy statement will also beavailable for free at Heinz's Internet website at www.heinz.com or bywriting to H. J. Heinz Company, World Headquarters, 600 Grant Street,Pittsburgh, Pennsylvania 15219. In addition, copies of the proxymaterials may be requested by contacting our proxy solicitor,MacKenzie Partners, Inc. at (800) 322-2885 toll-free or by email atproxy@mackenziepartners.com. Detailed information regarding the names,affiliations and interests of individuals who are participants in thesolicitation of proxies of Heinz's shareholders is available onSchedule 14A filed with the Securities and Exchange Commission onMarch 3, 2006.

ABOUT HEINZ: H.J. Heinz Company, offering "Good Food, EveryDay(TM)," is one of the world's leading marketers and producers ofbranded foods in ketchup and condiments; meals & snacks; and infantfoods. Heinz delights consumers in every outlet, from supermarkets torestaurants to convenience stores and kiosks. Heinz is a global familyof leading brands, including Heinz(R) Ketchup, sauces, soups, beans,pasta and infant foods (representing nearly one-third of total salesor close to $3 billion), HP(R) and Lea & Perrins(R), Ore-Ida(R) frenchfries and roasted potatoes, Boston Market(R) and Smart Ones(R) meals,and Plasmon(R) baby food. Heinz's has leading brands in six coredeveloped geographies and five developing geographies. Information onHeinz is available at www.heinz.com/news.
H.J. Heinz Company and Subsidiaries
Consolidated Statements of Income
(In Thousands, Except per Share Amounts)

Fourth Quarter Ended Fiscal Year Ended
----------------------- -----------------------
May 3, April 27, May 3, April 27,
2006 2005 2006 2005
FY 2006 FY 2005 FY 2006 FY 2005
----------- ----------- ----------- -----------

Sales $2,399,652 $2,230,506 $8,643,438 $8,103,456
Cost of products sold 1,593,629 1,432,270 5,550,364 5,069,926

----------- ----------- ----------- -----------
Gross profit 806,023 798,236 3,093,074 3,033,530

Selling, general and
administrative
expenses 557,873 478,786 1,979,462 1,752,058

----------- ----------- ----------- -----------
Operating income 248,150 319,450 1,113,612 1,281,472

Interest income 11,699 7,310 33,190 26,939
Interest expense 87,155 62,217 316,296 232,088
Asset impairment
charge for cost and
equity investments 110,994 - 110,994 73,842
Other expense, net (6,215) (4,727) (26,051) (14,966)

----------- ----------- ----------- -----------
Income from continuing
operations before
income taxes 55,485 259,816 693,461 987,515

Provision for income
taxes 54,405 68,332 250,700 299,511
----------- ----------- ----------- -----------

Income from continuing
operations 1,080 191,484 442,761 688,004

Income from
discontinued
operations, net of
tax 166,829 15,003 202,842 64,695
----------- ----------- ----------- -----------

Net income $ 167,909 $ 206,487 $ 645,603 $ 752,699
=========== =========== =========== ===========

Income per common
share - Diluted
Continuing
operations $ - $ 0.54 $ 1.29 $ 1.95
Discontinued
operations 0.50 0.05 0.59 0.18
----------- ----------- ----------- -----------

Net Income $ 0.50 $ 0.59 $ 1.89 $ 2.13
=========== =========== =========== ===========

Average common shares
outstanding - diluted 337,471 352,440 342,121 353,450

Income per common
share - Basic
Continuing
operations $ - $ 0.55 $ 1.31 $ 1.97
Discontinued
operations 0.50 0.04 0.60 0.18
----------- ----------- ----------- -----------

Net Income $ 0.50 $ 0.59 $ 1.90 $ 2.15
=========== =========== =========== ===========

Average common shares
outstanding - basic 334,625 349,258 339,102 350,042

Cash dividends per
share $ 0.30 $ 0.285 $ 1.20 $ 1.14
=========== =========== =========== ===========

Note: Fiscals 2006 and 2005 include special items.
(Totals may not add due to rounding)



H.J. Heinz Company and Subsidiaries
Segment Data

Fourth Quarter Ended Fiscal Year Ended
----------------------- -----------------------
May 3, April 27, May 3, April 27,
2006 2005 2006 2005
FY 2006 FY 2005 FY 2006 FY 2005
----------- ----------- ----------- -----------
Net external sales:
North American
Consumer Products $ 725,348 $ 623,064 $2,554,118 $2,256,862
U.S. Foodservice 430,179 405,284 1,569,833 1,503,818
Europe 828,083 807,032 2,987,737 2,908,618
Asia/Pacific 297,564 278,764 1,116,864 1,037,514
Rest of World 118,478 116,362 414,886 396,644
----------- ----------- ----------- -----------
Consolidated Totals $2,399,652 $2,230,506 $8,643,438 $8,103,456
=========== =========== =========== ===========

Intersegment revenues:
North American
Consumer Products $ 12,856 $ 13,278 $ 51,489 $ 51,742
U.S. Foodservice 6,354 5,839 23,285 22,550
Europe 3,249 3,707 12,455 17,328
Asia/Pacific 602 985 2,304 3,420
Rest of World 901 379 1,843 1,571
Non-Operating (23,962) (24,188) (91,376) (96,611)
----------- ----------- ----------- -----------
Consolidated Totals $ - $ - $ - $ -
=========== =========== =========== ===========

Operating income (loss):
North American
Consumer Products $ 157,978 $ 136,023 $ 583,367 $ 530,444
U.S. Foodservice 22,726 58,102 177,292 224,784
Europe 89,421 125,039 414,178 499,951
Asia/Pacific 31,467 22,648 85,211 113,119
Rest of World 11,562 9,664 17,854 34,739
Non-Operating (65,004) (32,026) (164,290) (121,565)
----------- ----------- ----------- -----------
Consolidated Totals $ 248,150 $ 319,450 $1,113,612 $1,281,472
=========== =========== =========== ===========

Operating income (loss) excluding special items:
North American
Consumer Products $ 162,141 $ 136,023 $ 589,958 $ 530,444
U.S. Foodservice 50,436 58,102 212,053 224,784
Europe 153,913 152,015 526,372 526,927
Asia/Pacific 31,765 22,648 112,440 113,119
Rest of World 18,688 9,664 45,732 34,739
Non-Operating (48,847) (32,025) (136,564) (121,565)
----------- ----------- ----------- -----------
Consolidated Totals $ 368,096 $ 346,427 $1,349,991 $1,308,448
=========== =========== =========== ===========

The company's revenues are generated via the sale of products in the
following categories:

Ketchup, Condiments
and Sauces $ 985,223 $ 877,580 $3,530,346 $3,234,229
Frozen Foods 686,965 610,306 2,461,730 2,209,586
Convenience Meals 368,540 407,802 1,415,013 1,471,334
Infant Feeding 265,313 253,739 863,943 855,558
Other 93,611 81,079 372,406 332,749
----------- ----------- ----------- -----------
Total $2,399,652 $2,230,506 $8,643,438 $8,103,456
=========== =========== =========== ===========



H.J. Heinz Company and Subsidiaries
Non-GAAP Performance Ratios

The Company reports its financial results in accordance with
accounting principles generally accepted in the United States of
America ("GAAP"). However, management believes that certain non-GAAP
performance measures and ratios, used in managing the business, may
provide users of this financial information with additional meaningful
comparisons between current results and results in prior periods.
Non-GAAP financial measures should be viewed in addition to, and not
as an alternative for, the Company's reported results prepared in
accordance with GAAP. The following table provides a calculation of
the non-GAAP performance ratio discussed in the Company's press
release dated June 1, 2006.

Operating Free Cash Flow Calculation

(amounts in thousands) Fourth Quarter Ended Fiscal Year Ended
--------------------- -----------------------
May 3, April 27, May 3, April 27,
2006 2005 2006 2005
FY 2006 FY 2005 FY 2006 FY 2005
---------- ---------- ----------- -----------
Cash provided by
operating activities $572,041 $ 654,648 $1,074,961 $1,160,793
Capital expenditures (79,560) (109,647) (230,577) (240,671)

--------- ----------- ----------- -----------
Operating Free
Cash Flow $492,481 $ 545,001 $ 844,384 $ 920,122
========= =========== =========== ===========


H.J. Heinz Company and Subsidiaries
Special Items - Fourth Quarters Ended May 3, 2006 and April 27, 2005

The Company reports its financial results in accordance with
accounting principles generally accepted in the United States of
America ("GAAP"). However, management believes that certain non-GAAP
performance measures and ratios, used in managing the business, may
provide users of this financial information with additional meaningful
comparisons between current results and results in prior periods. Non-
GAAP financial measures should be viewed in addition to, and not as an
alternative for, the Company's reported results prepared in accordance
with GAAP. The following table provides a reconciliation of the
Company's reported results from continuing operations to the results
excluding special items for the fourth quarters ended May 3, 2006 and
April 27, 2005:

Fourth Quarter Ended May 3, 2006
-----------------------------------------------
Income
from
(amounts in millions) Net Gross Operating Continuing Per
Sales Profit Income Operations Share
--------- -------- --------- ---------- -------
Reported results from
continuing operations $2,399.7 $ 806.0 $248.2 $ 1.1 $ 0.00
Separation,
downsizing and
integration - 8.1 58.7 26.1 0.08
Net loss on
disposals &
impairments - 61.8 61.3 51.2 0.15
Asset impairment
charges for cost
and equity
investments 105.6 0.31
American Jobs
Creation Act (3.3) (0.01)
--------- -------- --------- ---------- -------
Results from
continuing operations
excluding special
items $2,399.7 $ 876.0 $368.1 $180.7 $ 0.54
========= ======== ========= ========== =======


Fourth Quarter Ended April 27, 2005
-----------------------------------------------
Income
from
Net Gross Operating Continuing Per
Sales Profit Income Operations Share
--------- -------- --------- ---------- -------
Reported results from
continuing operations $2,230.5 $ 798.2 $319.5 $191.5 $ 0.54
Asset impairment
charge for HAK
vegetable product
line - 27.0 27.0 18.0 0.05
--------- -------- --------- ---------- -------
Results from
continuing operations
excluding special
items $2,230.5 $ 825.2 $346.4 $209.5 $ 0.59
========= ======== ========= ========== =======

(Note: Totals may not add due to rounding.)



H.J. Heinz Company and Subsidiaries
Special Items - Fiscal Years Ended May 3, 2006 and April 27, 2005

The Company reports its financial results in accordance with
accounting principles generally accepted in the United States of
America ("GAAP"). However, management believes that certain non-GAAP
performance measures and ratios, used in managing the business, may
provide users of this financial information with additional meaningful
comparisons between current results and results in prior periods. Non-
GAAP financial measures should be viewed in addition to, and not as an
alternative for, the Company's reported results prepared in accordance
with GAAP. The following table provides a reconciliation of the
Company's reported results from continuing operations to the results
excluding special items for the fiscal years ended May 3, 2006 and
April 27, 2005:


Fiscal Years Ended May 3, 2006
-----------------------------------------------
Income
from
(amounts in millions) Net Gross Operating Continuing Per
Sales Profit Income Operations Share
--------- --------- --------- ---------- ------
Reported results from
continuing operations $8,643.4 $3,093.1 $1,113.6 $442.8 $1.29
Separation,
downsizing and
integration - 17.4 146.7 96.6 0.28
Net loss on
disposals &
impairments - 74.1 89.7 48.3 0.14
Asset impairment
charges for cost
and equity
investments 105.6 0.31
American Jobs
Creation Act - - - 24.4 0.07
--------- --------- --------- ---------- ------
Results from
continuing operations
excluding special
items $8,643.4 $3,184.6 $1,350.0 $717.7 $2.10
========= ========= ========= ========== ======


Fiscal Years Ended April 27, 2005
-----------------------------------------------
Income
from
Net Gross Operating Continuing Per
Sales Profit Income Operations Share
--------- --------- --------- ---------- ------
Reported results from
continuing operations $8,103.5 $3,033.5 $1,281.5 $688.0 $1.95
Asset impairment
charges for cost
and equity
investments - - - 73.8 0.21
Asset impairment
charge for HAK
vegetable product
line - 27.0 27.0 18.0 0.05
--------- --------- --------- ---------- ------
Results from
continuing operations
excluding special
items $8,103.5 $3,060.5 $1,308.4 $779.8 $2.21
========= ========= ========= ========== ======

(Note: Totals may not add due to rounding.)