Heinz Reports Significant Progress on Its Strategy for Growth And an Increase in Operating Income, Excluding Special Items, of 8.1% for the Third Quarter

-- Total sales increased 5.7% (9.4% on a constant currency basis). Heinz's top 10 brands grew 4.4% in constant currency, led by double-digit growth in Smart Ones(R), Classico(R) and TGI Friday's(R).

-- Volume/mix grew 2.9%, with every operating segment delivering increased volume.

-- Definitive agreements to sell both the European Seafood and Tegel(R) poultry businesses were executed.

-- Progress was also made toward the potential sale of other non-core assets. Additionally, the Company sold its investment in The Hain Celestial Group, Inc. and the HAK(R) vegetable line in Northern Europe. Plans were also finalized regarding the repatriation of dividends under the American Jobs Creation Act (AJCA).

-- Special items were $0.10 for continuing operations and $0.08 for discontinued operations. Including these special items, operating income for continuing operations was down 3.7% for the quarter.

-- EPS for continuing operations was $0.39 versus $0.37 in the prior year and, excluding special items, was $0.50 versus $0.58 in the prior year, reflecting increased interest expense and a higher tax rate. On a total-company GAAP basis, EPS was $0.35 versus $0.43 last year.

-- The Company also reconfirms its pro-forma EPS expectations for fiscal 2006 and 2007. Pro-forma EPS is expected to be $2.10 to $2.16 for the current fiscal year, with 6 to 8% growth off this base in fiscal 2007.

H.J.Heinz Company (NYSE:HNZ) today reported strong operatingresults and significant progress on its strategy for growth during thethird quarter that ended January 25, 2006.

Net income for the quarter, on a total-company GAAP basis, was$116.6 million, or $0.35 per diluted share, versus $152.4 million, or$0.43 per diluted share, last year.

In continuing operations, sales increased by 5.7% (9.4% on aconstant currency basis) for the quarter, driven by an increase of2.9% in volume/mix and an increase due to acquisitions, net ofdivestitures, of 6.6%. These increases were partially offset by anunfavorable foreign exchange impact of 3.7%. Operating Free Cash Flowfor the quarter was $58 million, despite the impact of spending forspecial items. Excluding the impact of special items, Operating FreeCash Flow would have been up over 30% from the same period last year.EPS from continuing operations increased 5%, to $0.39 from $0.37 lastyear. EPS from continuing operations, excluding special items,decreased by $0.08 to $0.50 due to higher interest costs and asignificantly higher tax rate during the quarter.

Beginning in the third quarter of fiscal 2006, the operatingresults related to the European Seafood and the Tegel(R) poultrybusinesses have been included in discontinued operations in thecompany's consolidated statements of income for all periods presented.In addition, net income from discontinued operations includes amountsrelated to the favorable settlement of tax liabilities associated withthe businesses spun-off to Del Monte in fiscal 2003. Total net lossfrom discontinued operations for the third quarter of fiscal 2006 was$16.6 million ($0.05 EPS).

Commenting on the Company's progress, Heinz's Chairman, Presidentand CEO William R. Johnson said: "I am very pleased with the progresswe made during the quarter. Heinz set a very ambitious agenda thisyear as part of its strategy for growth to further focus this Companyon its core categories and geographies, reduce management layers andoverhead, and position the Company for more consistent growth in itsbig brands. The team made major strides toward this goal during thequarter. Additionally, we posted solid results for the quarter, withvolume growth of almost 3%, operating income growth of more than 8%(excluding special items) and solid Operating Free Cash Flow of $58million. Our top 10 brands, representing nearly 60% of total sales,grew 4.4%, on a constant currency basis, led by double-digit growth inSmart Ones(R), Classico(R) and TGI Friday's(R). Consequently, webelieve that we are on-track to deliver the post-divestiture,pro-forma EPS projections of $2.10 to $2.16 for this year that weoutlined last September."

Special items in the third quarter for downsizing, integration,separation and preparation for sale totaled $22.0 million pre-tax incontinuing operations and $5.9 million pre-tax in discontinuedoperations. Additionally, the net loss on dispositions and impairmentsin anticipation of potential sales, were $19.5 million pre-tax forcontinuing operations.

During the third quarter, significant progress was made on Heinz'sstrategy for growth (outlined in September 2005) to drive consistentannual sales growth of 3% to 4% and profits of 6% to 8%. The goals ofthis strategy are to focus on three core categories, to innovate inHeinz's top ten brands, to reduce supply chain costs, and to use cashto drive shareholder value. The following milestones were reached:

-- The signing of definitive agreements to sell the European Seafood business to Lehman Brothers Merchant Banking for EUR 425 million (approx. US$500 million) and to sell the Tegel(R) poultry business to Pacific Equity Partners for NZ$ 250 million (approximately US$165 million). The sale processes for European Seafood and Tegel businesses could both close around the end of March.

-- The U.K. Competition Commission approved our request to complete the sale of the Ethnic portion of the recently acquired HP/Lea & Perrins business. The business has been sold to Associated British Foods for approximately $47 million and the deal closed this morning.

-- Subsequent to the end of the quarter, the Company received provisional clearance from the U.K. Competition Commission for Heinz's purchase of the HP/LP business in the U.K. A final decision from the commission is expected by mid-April.

-- Completed the sale of the HAK vegetable line in Northern Europe for $51 million.

-- The registration and sale of the Company's common stock interest in The Hain Celestial Group, Inc. for $116 million.

-- Plans were finalized to repatriate $800 million of additional foreign dividends during the fourth quarter, which required an incremental tax accrual during the third quarter of approximately $24 million.

The Company continues to explore the potential sale of othernon-core businesses and is currently exploring ways to maximizeshareholder value in its European frozen foods business.

Importantly, Heinz is on-track to achieve, by the end of the firstquarter of fiscal 2007, the approximately $1 billion in dispositionproceeds as outlined in September.

(Comments on the third quarter and nine months that follow referto certain financial measures that are adjusted to exclude specialitems. In addition, management refers to Operating Free Cash Flow,defined as cash from operations less capital expenditures. Seeattached tables for further details, including reconciliation of thesenon-GAAP financial measures. Management believes that the adjustedGAAP measures and the Operating Free Cash Flow presentation provideadditional clarity in understanding the trends of the business as theyprovide management with a view of the continuing business excludingspecial items.)

THIRD QUARTER SUMMARY

Overall, Heinz's third quarter sales increased 5.7% (9.4% on aconstant currency basis). Volume increased 2.9%, driven primarily bygood results in the North American Consumer Products segment, as wellas the Australian and U.K. businesses. Every operating segmentachieved year-on-year volume growth. These volume increases werepartially offset by declines in the European Frozen Food and theItalian infant nutrition businesses. Net pricing was virtually flat,and foreign exchange translation rates decreased sales by 3.7%.Acquisitions, net of divestitures, increased sales by 6.6%, andconsisted primarily of the acquisition of HP Foods ("HPF"), Nancy'sSpecialty Foods, Inc., Petrosoyuz, and Appetizers And, Inc. ("AAI").

Adjusted gross profit increased 1.7%, due primarily to thefavorable impact of acquisitions and higher sales volume, partiallyoffset by unfavorable exchange rates. Adjusted gross profit margin was36.5%, a decline from 37.9% in the prior year, largely due toincreased commodity costs, particularly in the U.S. and Indonesianbusinesses. Adjusted operating income grew 8.1%, as the adjusted grossprofit increase combined with reduced General & Administrativeexpenses ("G&A") to offset increased fuel and transportation costs,particularly in the U.S. businesses. The increase in adjustedoperating income was offset by increased net interest expense and ahigher effective tax rate, resulting in the 13.8% decrease in EPS.

The adjusted effective tax rate for the quarter was 35.5% versus22.3% in the prior year. The Company reaffirms its projected effectivetax rate for the full fiscal year, excluding special items, of 30% to31%.

Heinz's working capital management improved over the prior year,as the Cash Conversion Cycle continued its improvement for the quarterby improving by two days, on a total company basis.

THIRD QUARTER SEGMENT HIGHLIGHTS

NORTH AMERICAN CONSUMER PRODUCTS

Sales of the North American Consumer Products segment increased13.8%. Volume increased 4.9%, as a result of strong growth in SmartOnes(R) frozen entrees and desserts, TGI Friday's(R) and Delimex(R)brands of frozen snacks, Classico(R) pasta sauces and Heinz(R)Ketchup. Overall, pricing increased 1.5%, largely due to moreefficient trade spending on SmartOnes(R) frozen entrees and Ore-Ida(R)frozen potatoes. The acquisitions of HP Foods and Nancy's acquisitionsincreased sales 6.6%, and exchange translation rates increased sales0.7%.

During the third quarter, Heinz Canada's Classico(R) sauce marketshare improved 2.4 points to 41.5%. Heinz(R) Ketchup in the U.S. grew1.7 market share points.

Heinz Consumer Products launched several new Smart Ones(R)varieties that address the growing Asian and Mexican segments. Theselatest offerings include Southwest Style Adobo Chicken, ChickenEnchiladas Monterey, Grilled Mandarin Chicken and Dragon ShrimpLoMein. The TGI Friday's(R) range grew with Spicy Thai Egg Rolls andOnion Rings. Likewise, the popular Ore-Ida(R) brand added EasyBreakfast Potatoes.

In the pipeline is a new Fridge Door Fit(R) Ketchup bottle, aneasier-to-handle pack designed to fit into refrigerator doorcompartments. Available in both 46- and 64-ounce sizes, this newinnovation offers consumers large-size convenience with lesspackaging. Fridge Door Fit(R) Ketchup is expected to be available thisspring.

Adjusted operating income increased 4.1%, driven primarily by thefavorable impact of acquisitions, volume growth and increased netpricing, partially offset by increased commodity and fuel costs andincreased G&A.

HEINZ U.S. FOODSERVICE

Sales of the U.S. Foodservice segment increased 7.0%. Theacquisition of AAI increased sales 5.2%. Volume increased 1.3%, drivenby increases in Truesoups frozen soup and single-serve condiments.Higher pricing increased sales by 0.6%.

One of the company's most unique foodservice customers, NASA, isexpanding the line of Heinz(R) single-serve condiments aboard theInternational Space Station.

Adjusted operating income increased 5.3%, largely due to thefavorable impact of the AAI acquisition, and partially offset byhigher commodity and fuel costs.

EUROPE

Heinz Europe's sales increased 1.3%. The acquisitions of HP Foodsand Petrosoyuz increased sales 12.0%. Volume increased 2.1%, asincreases from Heinz(R) soup and the roll out of new Top-Down ketchupsizes were partially offset by declines in the frozen foods businessin the U.K., resulting mainly from category softness, and declines inthe Italian infant nutrition business. Lower pricing decreased sales2.8%, driven primarily by increased promotional spending on Heinz(R)soup in the U.K. and other condiments in Northern Europe. Divestituresreduced sales 1.5%, and unfavorable exchange translation ratesdecreased sales by 8.5%.

Momentum continued in the U.K. and Ireland as third-quartershipments were the highest in the last three years. Volume for ketchupwas up by double-digits, while Heinz(R) Salad Cream rose 5%. Newestintroductions include Top Down and Extra Lite varieties of Heinz(R)Salad Cream.

Sales of HP Foods brands, HP(R), Lea & Perrins(R) and Amoy(R),were up 5% versus a year ago.

Across Europe ketchup volume rose by 14%.

Adjusted operating income increased 11.8%, mainly due to thefavorable impact of acquisitions, higher volume, reduced marketingexpense, and decreased G&A. These increases were partially offset byunfavorable pricing and exchange translation rates.

ASIA/PACIFIC

Sales in Asia/Pacific increased 2.0%. Volume increased sales 3.7%,reflecting strong volume in Australia, largely due to new productintroductions, partially offset by declines in Indonesian sauces andnoodles due to changes in promotional timing. Pricing increased sales0.5%, resulting largely from price increases on various products inIndonesia. Acquisitions, net of divestitures, increased sales 1.8%,largely due to the acquisition of Shanghai LongFong Foods. Unfavorableexchange translation rates decreased sales by 4.0%.

Innovation continues to drive growth at Heinz Australia, whichthis quarter launched six Heinz(R) International Ready-to-Serve Soupsinspired by global taste trends; Heinz(R) Spaghetti Plus varietiesfortified with calcium, fiber, iron and Omega 3; and a collection ofpremium Heinz(R) SteamFresh frozen meals.

Adjusted operating income decreased $8.9 million, chiefly due toincreased commodity and manufacturing costs primarily in Indonesia.

REST OF WORLD

Sales in Heinz's ROW segment decreased 3.3%, as the impact ofdivestitures and exchange translation rates more than offset the 1.4%volume increase and 6.4% pricing improvements, primarily in LatinAmerica and India. Adjusted operating income increased due mainly tofavorable pricing and decreased SG&A.

YEAR-TO-DATE HIGHLIGHTS

Heinz reported income from continuing operations, excludingspecial items, of $537.0 million in the nine months ended January 25,2006, down 5.8% compared to $570.4 million for the year-earlierperiod. Diluted earnings per share from continuing operations,excluding special items, was $1.56, a 3.1% decrease from $1.61 in theprior year.

Sales increased 6.3% (7.2% on a constant currency basis) for thefirst nine months of Fiscal 2006, driven by volume increases of 2.3%and acquisitions, net of divestitures of 4.8%. The favorable volumewas due primarily to the North American Consumer Products segment, aswell as the Australian, Indonesian and Italian infant nutritionbusinesses. These volume increases were partially offset by declinesin the European Frozen Food business and the U.S. Foodservice segment.Adjusted gross profit increased 3.3%, despite a 110 basis pointdecline in adjusted gross profit margin. The gross profit increase wasdue to the favorable impact of acquisitions and higher sales volumeand the decline in adjusted gross profit margin was primarily due tohigher commodity and fuel costs, particularly in the U.S. businesses.Adjusted operating income increased 2.1%, as the increase in grossprofit and decreased G&A in Europe were partially offset by higherfuel and transportation costs, particularly in the U.S. businesses.

On a GAAP basis, net income for the nine months was $477.7 millioncompared to $546.2 million in the prior year, and EPS was $1.39compared to $1.54 in the prior year. The current year includes incomeof $36.0 million related to discontinued operations and the prior yearincludes income of $49.7 million related to discontinued operations.In the current year, charges for special items in continuingoperations were $120.4 million pretax ($95.4 million after tax) and indiscontinued operations were $31.9 million after tax. The specialitems related to loss on sale or impairment were $32.2 million pre-taxin continuing operations. In the prior year, charges for special itemswere $73.8 million both pre- and after-tax, all of which were recordedin continuing operations.

OUTLOOK

For Fiscal 2007, Heinz is projecting sales growth of 3% to 4%,operating income growth of 6% to 8% and EPS growth also of 6% to 8%from a pro-forma range of $2.10 to $2.16 anticipated for Fiscal 2006.

MEETING WITH SECURITIES ANALYSTS - INTERNET BROADCASTS

Heinz will host a conference call with security analysts today at8:30 a.m. (Eastern Time). 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 1-800-955-1760(listen only). It will be hosted by William R. Johnson, Chairman,President & CEO; Art Winkleblack, Executive Vice President and ChiefFinancial Officer; Ed McMenamin, Senior Vice President- Finance andCorporate Controller; and Jack Runkel, Vice President - InvestorRelations.

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. These forward-looking statementsreflect management's view of future events and financial performance.These statements are subject to risks, uncertainties, assumptions andother important factors, many of which may be beyond Heinz's controland could cause actual results to differ materially from thoseexpressed or implied in these forward-looking statements.Uncertainties contained in such statements include, but are notlimited to, sales, earnings, and volume growth, general economic,political, and industry conditions, competitive conditions, whichaffect, among other things, customer preferences and the pricing ofproducts, production, energy and raw material costs, the ability toidentify and anticipate and respond through innovation to consumertrends, the need for product recalls, the ability to maintainfavorable supplier relationships, achieving cost savings and grossmargins objectives, currency valuations and interest ratefluctuations, change in credit ratings, the ability to identify andcomplete and the timing, pricing and success of acquisitions, jointventures, divestitures and other strategic initiatives, approval ofacquisitions and divestitures by competition authorities andsatisfaction of other legal requirements, the success of Heinz'sgrowth and innovation strategy and the ability to limit disruptions tothe business resulting from the emphasis on three core categories andpotential divestitures, the ability to effectively integrate acquiredbusinesses, new product and packaging innovations, product mix, theeffectiveness of advertising, marketing, and promotional programs,supply chain efficiency and cash flow initiatives, risks inherent inlitigation, including tax litigation, and international operations,particularly the performance of business in hyperinflationaryenvironments, changes in estimates in critical accounting judgmentsand other laws and regulations, including tax laws, the success of taxplanning strategies, the possibility of increased pension expense andcontributions and other people-related costs, the possibility of animpairment in Heinz's investments, and other factors described in"Cautionary Statement Relevant to Forward-Looking Information in theCompany's Form 10-K for the fiscal year ended April 27, 2005. TheCompany undertakes no obligation to publicly update or revise anyforward-looking statements, whether as a result of new information,future events or otherwise, except as required by the securities laws.

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, condiments, sauces, meals, soups, seafood,snacks, and infant foods. Heinz satisfies hungry consumers in everyoutlet, from supermarkets to restaurants to convenience stores andkiosks. Heinz is a global family of leading brands, including Heinz(R)Ketchup, sauces, soups, beans, pasta and infant foods (representingnearly one-third of total sales or close to $3 billion), HP(R) and Lea& Perrins(R), Ore-Ida(R) french fries and roasted potatoes, BostonMarket(R) and Smart Ones(R) meals, and Plasmon(R) baby food. Heinz's50 companies have number-one or number-two brands in 200 countries,showcased by Heinz(R) Ketchup, The World's Favorite Ketchup(TM).Information on Heinz is available at www.heinz.com/news.
H.J. Heinz Company and Subsidiaries
Consolidated Statements of Income
(In Thousands, Except per Share Amounts)

Third Quarter Ended Nine Months Ended
----------------------- -----------------------
January 25, January 26, January 25, January 26,
2006 2005 2006 2005
FY2006 FY2005 FY2006 FY2005
----------- ----------- ----------- -----------

Sales $2,186,524 $2,069,159 $6,243,786 $5,872,950
Cost of products sold 1,405,807 1,284,425 3,956,735 3,637,655

----------- ----------- ----------- -----------
Gross profit 780,717 784,734 2,287,051 2,235,295

Selling, general and
administrative
expenses 473,081 465,365 1,421,589 1,273,274

----------- ----------- ----------- -----------
Operating income 307,636 319,369 865,462 962,021

Interest income 7,693 7,370 21,491 19,629
Interest expense 86,336 60,434 229,140 169,871
Asset impairment
charges for cost and
equity investments - 73,842 - 73,842
Other expense, net (9,918) (2,173) (19,836) (10,238)

----------- ----------- ----------- -----------
Income from continuing
operations before
income taxes 219,075 190,290 637,977 727,699

Provision for income
taxes 85,897 58,778 196,295 231,179
----------- ----------- ----------- -----------

Income from continuing
operations 133,178 131,512 441,682 496,520

(Loss)/income
from discontinued
operations,
net of tax (16,578) 20,899 36,013 49,692
----------- ----------- ----------- -----------


Net income $116,600 $152,411 $477,695 $546,212
=========== =========== =========== ===========

Income/(loss) per
common share -
Diluted
Continuing
operations $0.39 $0.37 $1.29 $1.40
Discontinued
operations (0.05) 0.06 0.10 0.14
----------- ----------- ----------- -----------

Net Income $0.35 $0.43 $1.39 $1.54
=========== =========== =========== ===========

Average common shares
outstanding - diluted 337,822 352,591 343,532 353,842
=========== =========== =========== ===========

Income/(loss) per
common share - Basic
Continuing
operations $0.40 $0.38 $1.30 $1.42
Discontinued
operations (0.05) 0.06 0.11 0.14
----------- ----------- ----------- -----------

Net Income $0.35 $0.44 $1.40 $1.56
=========== =========== =========== ===========

Average common shares
outstanding - basic 334,879 349,729 340,484 350,357
=========== =========== =========== ===========

Cash dividends per
share $0.30 $0.2850 $0.90 $0.8550
=========== =========== =========== ===========

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



H.J. Heinz Company and Subsidiaries
Segment Data

Third Quarter Ended Nine Months Ended
----------------------- -----------------------
January 25, January 26, January 25, January 26,
2006 2005 2006 2005
FY2006 FY2005 FY2006 FY2005
----------- ----------- ----------- -----------
Net external sales:
North American
Consumer Products $658,771 $579,039 $1,828,770 $1,633,798
U.S. Foodservice 401,098 374,835 1,139,654 1,098,535
Europe 772,212 762,602 2,159,654 2,101,586
Asia/Pacific 258,985 253,974 819,300 758,750
Other Operating
Entities 95,458 98,709 296,408 280,281
----------- ----------- ----------- -----------
Consolidated Totals $2,186,524 $2,069,159 $6,243,786 $5,872,950
=========== =========== =========== ===========

Intersegment revenues:
North American
Consumer Products $13,202 $12,773 $38,633 $38,464
U.S. Foodservice 6,726 7,130 16,931 16,711
Europe 2,732 4,455 9,206 13,621
Asia/Pacific 479 825 1,702 2,435
Other Operating
Entities 378 434 942 1,192
Non-Operating (23,517) (25,617) (67,414) (72,423)
----------- ----------- ----------- -----------
Consolidated Totals $- $- $- $-
=========== =========== =========== ===========

Operating income
(loss):
North American
Consumer Products $154,440 $148,352 $425,389 $394,421
U.S. Foodservice 56,902 54,378 154,566 166,682
Europe 124,147 123,933 324,757 374,912
Asia/Pacific (957) 27,073 53,744 90,471
Other Operating
Entities 4,927 2,587 6,292 25,075
Non-Operating (31,823) (36,954) (99,286) (89,540)
----------- ----------- ----------- -----------
Consolidated Totals $307,636 $319,369 $865,462 $962,021
=========== =========== =========== ===========

Operating income
(loss) excluding
special items:
North American
Consumer Products $154,479 $148,352 $427,817 $394,421
U.S. Foodservice 57,273 54,378 161,617 166,682
Europe 138,509 123,933 372,459 374,912
Asia/Pacific 18,185 27,073 80,675 90,471
Other Operating
Entities 8,293 2,587 27,044 25,075
Non-Operating (31,511) (36,954) (87,717) (89,540)
----------- ----------- ----------- -----------
Consolidated Totals $345,228 $319,369 $981,895 $962,021
=========== =========== =========== ===========

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

Ketchup, Condiments
and Sauces $872,114 $793,614 $2,545,123 $2,356,649
Frozen Foods 668,428 594,690 1,774,765 1,599,280
Convenience Meals 371,382 394,576 1,046,473 1,063,532
Infant Feeding 196,934 220,431 598,630 601,819
Other 77,666 65,848 278,795 251,670
----------- ----------- ----------- -----------
Total $2,186,524 $2,069,159 $6,243,786 $5,872,950
=========== =========== =========== ===========



H.J. Heinz Company and Subsidiaries
Special Items - Third Quarters Ended January 25, 2006 and
January 26, 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 third quarters ended January
25, 2006 and January 26, 2005:

Third Quarter Ended January 25, 2006
-------------------------------------------------
(amounts in Income from
millions) Net Gross Operating Continuing Per
Sales Profit Income Operations Share
--------- ------- --------- ----------- ------
Reported results
from continuing
operations $2,186.5 $780.7 $307.6 $133.2 $0.39
Reorganization
costs - 1.6 13.3 9.6 0.03
Strategic review
costs - 0.1 8.7 8.7 0.03
Net loss/ (gain) on
disposals and
impairment - 15.7 15.6 (11.2)(a) (0.03)
American Jobs
Creation Act - - - 27.7 0.08
--------- ------- --------- ----------- ------
Results from
continuing
operations
excluding special
items $2,186.5 $798.1 $345.2 $168.0 $0.50
========= ======= ========= =========== ======

(a) Includes a $20.6 million benefit related to the reversal of tax
valuation allowances.


Third Quarter Ended January 26, 2005
-------------------------------------------------
Income from
Net Gross Operating Continuing Per
Sales Profit Income Operations Share
--------- ------- ---------- ------------ -------
Reported results
from continuing
operations $2,069.2 $784.7 $319.4 $131.5 $0.37
Asset impairment
charges for
cost and
equity investments - - - 73.8 0.21
--------- ------- ---------- ------------ -------
Results from
continuing
operations
excluding special
items $2,069.2 $784.7 $319.4 $205.4 $0.58
========= ======= ========== ============ =======

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



H.J. Heinz Company and Subsidiaries
Special Items - Nine Months Ended January 25, 2006 and
January 26, 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 nine months ended January 25,
2006 and January 26, 2005:

Nine Months Ended January 25, 2006
--------------------------------------------------
Income from
(amounts in Net Gross Operating Continuing Per
millions) Sales Profit Income Operations Share
--------- --------- --------- ------------ ------
Reported results
from continuing
operations $6,243.8 $2,287.1 $865.5 $441.7 $1.29
Reorganization
costs - 7.7 69.8 48.7 0.14
Strategic review
costs - 1.6 18.4 16.6 0.05
Net loss on
disposals &
impairment - 12.3 28.3 2.4(a) 0.01
American Jobs
Creation Act - - - 27.7 0.08
--------- --------- --------- ------------ ------
Results from
continuing
operations
excluding
special items $6,243.8 $2,308.7 $981.9 $537.0 $1.56
========= ========= ========= ============ ======

(a) Includes a $20.6 million benefit related to the reversal of tax
valuation allowances.



Nine Months Ended January 26, 2005
----------------------------------------------------
Income from
Net Gross Operating Continuing Per
Sales Profit Income Operations Share
--------- --------- --------- -------------- -------
Reported results
from continuing
operations $5,873.0 $2,235.3 $962.0 $496.5 $1.40
Asset impairment
charges for
cost and
equity
investments - - - 73.8 0.21
--------- --------- --------- -------------- -------
Results from
continuing
operations
excluding
special items $5,873.0 $2,235.3 $962.0 $570.4 $1.61
========= ========= ========= ============== =======

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



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 the calculation of
the non-GAAP performance ratio discussed in the Company's press
release dated February 28, 2006:


Operating Free Cash Flow Calculation
(amounts in thousands)
Third Quarter Ended Nine Months Ended
----------------------- -----------------------
January 25, January 26, January 25, January 26,
2006 2005 2006 2005
FY 2006 FY 2005 FY 2006 FY 2005
----------- ----------- ----------- -----------
Cash provided by
operating
activities $109,437 $126,584 $502,920 $506,146
Capital expenditures (51,408) (48,404) (151,017) (131,024)

----------- ----------- ----------- -----------
Operating Free
Cash Flow $58,029 $78,180 $351,903 $375,122
=========== =========== =========== ===========