In a speech to Heinz shareholders, Mr. Johnson reviewed the Company's results for Fiscal 2009, which ended on April 29 of this year. The full-year results, which Heinz reported on May 28, 2009, included:

Record sales of more than $10.1 billion;

Record net income of $923 million, an increase of 9.2% from the prior year;

Earnings per share of $2.90, an increase of 10.3%; and

Operating Free Cash Flow of $880 million.

Reconciliation of non-GAAP amounts are set forth in the attached financial tables. Organic sales are defined as volume plus price or total sales growth excluding the impact of foreign exchange and acquisitions and divestitures. Operating Free Cash Flow is defined as cash from operations less capital expenditures net of proceeds from disposal of PP&E. Also, constant currency as used in this press release is defined as the reported amount adjusted for translation(the effect of changes in average foreign exchange rates between the current period and the corresponding prior year), the impact of the fluctuation in the British Poundversus the Euro and U.S. Dollarcross rates on transaction costs (impact of currency on particular transactions such as raw material sourcing), and theimpact of foreign currency translation hedges.

EXCERPTS FROM MR. JOHNSON'S SPEECH

Growth and Performance

"Fiscal 2009 continued our streak of superior results under our plan to drive growth and high performance," Mr. Johnson said. "Over the last three years, our global sales have grown at a compound annual rate of more than 5% and earnings per share have increased from an organic base of $2.10 in Fiscal 2006 to $2.90, a compound annual growth rate of 11%."

Dividend Growth

In Fiscal 2009, "Heinz delivered exceptionally strong Operating Free Cash Flow of $880 million, making it possible to raise your dividend for the sixth consecutive year at a time when many other public companies have suspended or reduced dividends to conserve cash in this tough economy," Mr. Johnson said.

Noting that Heinz has increased its annualized dividend almost 56%, from $1.08 in Fiscal 2004 to $1.68 in Fiscal 2010, Mr. Johnson added: "As Heinz moves forward, I assure you that growing your dividend remains a top priority as we are committed to returning a high percentage of earnings to our shareholders."

Delivering Results

Mr. Johnson said the Company's record results in Fiscal 2009 reflected:

"The strength of our sharply focused core categories of Ketchup and Sauces; Meals and Snacks; and Infant/Nutrition; which together generated about 96% of the Company's sales;

Excellent results from our Top 15 brands, which generated almost 70% of our total sales, propelled by higher marketing investment and breakthrough innovation;

Our solid performance in key Developed Markets, led by another record year in North American Consumer Products; and

Our exceptional growth in Emerging Markets, where we are connecting with middle class consumers in some of the world's most populous countries."

Emerging Markets Growth

"While Heinz performed well in Developed Markets, our Emerging Market businesses delivered even more impressive results with reported sales increasing almost nine percent, propelled by growth in India, Indonesia, Latin America and Poland, as well as higher baby food sales in China," Mr. Johnson said in reviewing Fiscal 2009 results.

Reiterating the Company's previous comments about Emerging Markets, Mr.