SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

¨	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
or
þ	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from April 29, 2013 to December 29, 2013

Commission File Number 1-3385

H. J. HEINZ COMPANY

(Exact name of registrant as specified in its charter)

PENNSYLVANIA	25-0542520
(State of Incorporation)	(I.R.S. Employer Identification No.)
One PPG Place	15222
Pittsburgh, Pennsylvania	(Zip Code)
(Address of principal executive offices)

412-456-5700

(Registrant’s telephone number)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o     No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes þ     No o

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer þ (Do not check if a smaller reporting company) Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o     No þ

None of the voting or non-voting common equity of the registrant is held by non-affiliates or of the registrant. There is no public market for any class of common equity of the registrant.

The number of shares of the Registrant’s Common Stock, no par value per share, outstanding as of December 29, 2013, was 100 shares.

Introductory Note

On June 7, 2013, H. J. Heinz Company (the “Company,” “we,” “us,” and “our”) was acquired by H.J. Heinz Holding Corporation (formerly known as Hawk Acquisition Holding Corporation) (“Parent”), a Delaware corporation controlled by Berkshire Hathaway Inc. (“Berkshire Hathaway”) and 3G Special Situations Fund III, L.P. (“3G Capital,” and together with Berkshire Hathaway, the “Sponsors”), pursuant to the Agreement and Plan of Merger, dated February 13, 2013 (the “Merger Agreement”), as amended by the Amendment to Agreement and Plan of Merger, dated March 4, 2013 (the “Amendment”), by and among the Company, Parent and Hawk Acquisition Sub, Inc., a Pennsylvania corporation and wholly owned subsidiary of Parent (“Merger Subsidiary”), in a transaction hereinafter referred to as the “Merger.” As a result of the Merger, all issued and outstanding shares of our common stock outstanding immediately prior to the effective time of the Merger was converted into the right to receive $72.50 in cash, without interest and less applicable withholding taxes thereon, and the Company continued as the surviving corporation in the Merger, becoming an indirect wholly owned subsidiary of Parent.

The total cash consideration paid in connection with the Merger was approximately $28.75 billion, which was funded from equity contributions from the Sponsors, as well as proceeds received by Merger Subsidiary in connection with debt financing provided by JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association and a syndicate of other lenders pursuant to a new senior secured credit facility (the “Senior Credit Facilities”) and upon the issuance of the Notes (as defined and described herein).

As a result of the Merger and the transactions entered into in connection therewith, we have inherited the liabilities and obligations of Merger Subsidiary, including Merger Subsidiary's obligations under the Senior Credit Facilities. The Senior Credit Facilities consist of (i)(a) term B-1 loans in an aggregate principal amount of $2.95 billion (the “B-1 Loans”) and (b) term B-2 loans in aggregate principal amount of $6.55 billion (the “B-2 Loans”) in each case under the new senior secured term loan facilities (the “Term Loan Facilities”) and (ii) revolving loans of up to $2 billion (including revolving loans, swingline loans and letters of credit), a portion of which may be denominated in Euro, Sterling, Australian Dollars, Japanese Yen or New Zealand Dollars, under the new senior secured revolving loan facilities (the “Revolving Credit Facilities”). Concurrently with the consummation of the Merger, the full amount of the term loan was drawn, and no revolving loans were drawn.

Also on June 7, 2013, in connection with the Merger, we executed a Joinder Agreement (the “Purchase Agreement Joinder”) to the Purchase Agreement, dated March 22, 2013 (the “Purchase Agreement”), among Merger Subsidiary, Parent and the several initial purchasers named in the schedule thereto (the “Initial Purchasers”), relating to the issuance and sale by Merger Subsidiary to the Initial Purchasers of $3.1 billion in aggregate principal amount of Merger Subsidiary's 4.25% Second Lien Senior Secured Notes due 2020 (the “Notes”), pursuant to which the H. J. Heinz Company and certain of its subsidiaries became parties to the Purchase Agreement. On June 7, 2013, the Company entered into a supplemental indenture (the "Supplemental Indenture") to the Indenture dated as of April 1, 2013 governing the Notes pursuant to which the Company assumed all of the obligations of Merger Subsidiary as issuer of the Notes.

We refer to the Merger and the related transactions, including the issuance and sale of the Notes, the entering into the Purchase Agreement Joinder, the Supplemental Indenture and the borrowings under the Senior Credit Facilities, as the “Transactions.”

As a result of the Merger, our common stock is no longer publicly traded.

CAUTIONARY STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION

Statements about future growth, profitability, costs, expectations, plans, or objectives included in this report, including in management's discussion and analysis, and the financial statements and footnotes, are forward-looking statements based on management's estimates, assumptions, and projections. These forward-looking statements are subject to risks, uncertainties, assumptions and other important factors, many of which may be beyond the Company's control and could cause actual results to differ materially from those expressed or implied in this report and the financial statements and footnotes. Uncertainties contained in such statements include, but are not limited to:

• the ability of the Company to retain and hire key personnel and maintain relationships with customers, suppliers and other business partners,

• sales, volume, earnings, or cash flow growth,

• general economic, political, and industry conditions, including those that could impact consumer spending,

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

• competition from lower-priced private label brands,

• increases in the cost and restrictions on the availability of raw materials including agricultural commodities and packaging materials, the ability to increase product prices in response, and the impact on profitability,

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

• the need for product recalls,

• the ability to maintain favorable supplier and customer relationships, and the financial viability of those suppliers and customers,

• currency valuations and devaluations and interest rate fluctuations,

• changes in credit ratings, leverage, and economic conditions, and the impact of these factors on our cost of borrowing and access to capital markets,

• our ability to effectuate our strategy, including our continued evaluation of potential opportunities, such as strategic acquisitions, joint ventures, divestitures and other initiatives, our ability to identify, finance and complete these transactions and other initiatives, and our ability to realize anticipated benefits from them,

• the ability to successfully complete cost reduction programs and increase productivity,

• the ability to effectively integrate acquired businesses,

• new products, packaging innovations, and product mix,

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

• supply chain efficiency,

• cash flow initiatives,

• risks inherent in litigation, including tax litigation,

• the ability to further penetrate and grow and the risk of doing business in international markets, particularly our emerging markets, economic or political instability in those markets, strikes, nationalization, and the performance of business in hyperinflationary environments, in each case, such as Venezuela; and the uncertain global macroeconomic environment and sovereign debt issues, particularly in Europe,

• changes in estimates in critical accounting judgments and changes in 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 potential adverse impact of natural disasters, such as flooding and crop failures, and the potential impact of climate change,

• the ability to implement new information systems, potential disruptions due to failures in information technology systems, and risks associated with social media, and

• other factors described in "Risk Factors" below.

The forward-looking statements are and will be based on management's then current views and assumptions regarding future events and speak only as of their dates. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by the securities laws.

PART I

Item 1. Business.

On October 21, 2013, the Company's Board of Directors approved a change in the Company's fiscal year end from the Sunday closest to April 30 to the Sunday closest to December 31. As a result of this change, the consolidated financial statements include presentation of the Successor period from February 8, 2013 through December 29, 2013 and the Predecessor period from April 29, 2013 through June 7, 2013 (collectively the "transition period") as a separate transition period.

H. J. Heinz Company was incorporated in Pennsylvania on July 27, 1900. In 1905, it succeeded to the business of a partnership operating under the same name which had developed from a food business founded in 1869 in Sharpsburg, Pennsylvania by Henry J. Heinz. H. J. Heinz Company and its subsidiaries (collectively, the “Company”) manufacture and market an extensive line of food products throughout the world. The Company’s principal products include ketchup, condiments and sauces, frozen food, soups, beans and pasta meals, infant nutrition and other food products.

The Company’s products are manufactured and packaged to provide safe, wholesome foods for consumers, as well as foodservice and institutional customers. Many products are prepared from recipes developed in the Company’s innovation and research centers. Ingredients are carefully selected, inspected and passed on to factory kitchens where they are processed, after which the intermediate product is filled automatically into containers of glass, metal, plastic, paper or fiberboard, which are then sealed. Products are prepared by sterilization, blending, fermentation, pasteurization, homogenization, chilling, freezing, pickling, drying, freeze drying, baking or extruding, then labeled and cased for market. Quality assurance procedures are designed for each product and process and applied for quality and compliance with applicable laws.

The Company manufactures (and contracts for the manufacture of) its products from a wide variety of raw food materials. Pre-season contracts are made with farmers for certain raw materials such as a portion of the Company’s requirements of tomatoes, cucumbers, potatoes, onions and some other fruits and vegetables. Ingredients, such as dairy products, meat, sugar and other sweeteners, including high fructose corn syrup, spices, flour and fruits and vegetables, are purchased from approved suppliers.

The following table lists the number of the Company’s principal food processing factories and major trademarks by region:

	Factories
	Owned	Leased	Major Owned and Licensed Trademarks
North America	15	4	Heinz, Classico, Jack Daniel’s*, Wyler’s, Heinz Bell ’Orto, Chef Francisco, Ore-Ida, Bagel Bites, Weight Watchers* Smart Ones, Poppers, T.G.I. Friday’s*, Delimex, Escalon, PPI, Nancy’s, Lea & Perrins, Renee’s Gourmet, HP
Europe	17	—	Heinz, Orlando, Karvan Cevitam, Roosvicee, Weight Watchers*, Farley’s, Plasmon, Nipiol, Pudliszki, Honig, De Ruijter, Aunt Bessie*, Lea & Perrins, HP, Amoy*, Daddies, Wyko, Benedicta
Asia/Pacific	21	—	Heinz, Wattie’s, ABC, Farley’s, Greenseas, Ocean Blue, Ox & Palm, Ore-Ida, Lea & Perrins, HP, Classico, Weight Watchers*, Cottee’s, Complan, Glucon D, Golden Circle, Original Juice Co., Master, Guanghe
Rest of World	6	2	Heinz, Farley’s, Complan, HP, Lea & Perrins, Classico, Wattie’s, Quero
	59	6	* Used under license

The Company also owns or leases office space, warehouses, distribution centers and research and other facilities throughout the world. The Company’s food processing factories and principal properties are in good condition and are satisfactory for the purposes for which they are being utilized.

The Company has developed or participated in the development of certain of its equipment, manufacturing processes and packaging, and maintains patents and has applied for patents for some of those developments. The Company regards these patents and patent applications as important but does not consider any one or group of them to be materially important to its business as a whole.

Although crops constituting some of the Company’s raw food ingredients are harvested on a seasonal basis, most of the Company’s products are produced throughout the year. Seasonal factors inherent in the business have always influenced the quarterly sales, operating income and cash flows of the Company. Consequently, comparisons between quarters have always been more meaningful when made between the same quarters of prior years.

The products of the Company are sold under highly competitive conditions, with many large and small competitors. The Company regards its principal competition to be other manufacturers of prepared foods, including branded retail products,

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foodservice products and private label products, that compete with the Company for consumer preference, distribution, shelf space and merchandising support. Product quality and consumer value are important areas of competition.

The Company’s products are sold through its own sales organizations and through independent brokers, agents and distributors to chain, wholesale, cooperative and independent grocery accounts, convenience stores, bakeries, pharmacies, mass merchants, club stores, foodservice distributors and institutions, including hotels, restaurants, hospitals, health-care facilities, and certain government agencies. For the Successor period from February 8, 2013 through December 29, 2013, the Predecessor period from April 29, 2013 through June 7, 2013, Fiscal 2013, 2012 and 2011, one customer, Wal-Mart Stores Inc., represented approximately 10% of the Company’s sales. In addition, the Company has sales to a third party which is controlled by one of the Sponsors totaling less than 1% of the Company's consolidated net sales. We closely monitor the credit risk associated with our customers and to date have not experienced material losses.

Compliance with the provisions of national, state and local environmental laws and regulations has not had a material effect upon the capital expenditures, earnings or competitive position of the Company. The Company’s estimated capital expenditures for environmental control facilities for the remainder of 2014 and the succeeding fiscal year are not material and are not expected to materially affect the earnings, cash flows or competitive position of the Company.

The Company’s factories are subject to inspections by various governmental agencies in the U.S. and other countries where the Company does business, including the United States Department of Agriculture, and the Occupational Health and Safety Administration, and its products must comply with the applicable laws, including food and drug laws, such as the Federal Food and Cosmetic Act of 1938, as amended, and the Federal Fair Packaging or Labeling Act of 1966, as amended, of the jurisdictions in which they are manufactured and marketed.

The Company had approximately 28,700 full time employees, including open positions, at December 29, 2013.

Segment information is set forth in this report in Note 17, “Segment Information” in Item 8—“Financial Statements and Supplementary Data.”

Income from international operations is subject to fluctuation in currency values, export and import restrictions, foreign ownership restrictions, economic controls and other factors. From time to time, exchange restrictions imposed by various countries have restricted the transfer of funds between countries and between the Company and its subsidiaries. To date, such exchange restrictions have not had a material adverse effect on the Company’s operations.

The Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act are available free of charge on the Company’s web site at www.heinz.com, as soon as reasonably practicable after being filed or furnished to the Securities and Exchange Commission (“SEC”). Our reports filed with the SEC are also made available on its website at www.sec.gov.

Recent Developments

Completion of Acquisition by Berkshire Hathaway and 3G Capital

On June 7, 2013, the Company was acquired by Parent, a Delaware corporation controlled by Sponsors, pursuant to the Merger Agreement, as amended by the Amendment, by and among the Company, Parent and Merger Subsidiary, in a transaction hereinafter referred to as the “Merger.” As a result of the Merger, all issued and outstanding shares of our common stock outstanding immediately prior to the effective time of the Merger was converted into the right to receive $72.50 in cash, without interest and less applicable withholding taxes thereon, and the Company continued as the surviving corporation in the Merger, becoming an indirect wholly owned subsidiary of Parent.

The total cash consideration paid in connection with the Merger was approximately $28.75 billion, including the assumption of the Company's outstanding debt, which was funded from equity contributions from the Sponsors, as well as proceeds received by Merger Subsidiary from the Senior Credit Facilities and upon the issuance of the Notes (as defined and described herein). The Senior Credit Facilities consist of:

• $9.5 billion in senior secured term loans, with tranches of 6 and 7 year maturities and fluctuating interest rates based on, at the Company's election, base rate or LIBOR plus a spread on each of the tranches, with respective spreads ranging from 125-150 basis points for base rate loans with a 2% base rate floor and 225-250 basis points for LIBOR loans with a 1% LIBOR floor, and

• $2.0 billion senior secured revolving credit facility with a 5 year maturity and a fluctuating interest rate based on, at the Company's election, base rate or LIBOR, with respective spreads ranging from 50-100 basis points for base rate loans and 150-200 basis points for LIBOR loans, on which nothing is currently drawn.

On June 7, 2013, this indebtedness was assumed by the Company.

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On April 1, 2013, in connection with the Merger, Merger Subsidiary completed the private placement of $3.1 billion aggregate principal amount of 4.25% Second Lien Senior Secured Notes due 2020 (the “Notes”)  to initial purchasers for resale by the Initial Purchasers to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States under Regulation S of the Securities Act. The Notes were issued pursuant to an indenture (the “Indenture”), dated as of April 1, 2013, by and among Merger Subsidiary, Hawk Acquisition Intermediate Corporation II and Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”). On June 7, 2013, the Company, certain of its direct and indirect wholly owned domestic subsidiaries (the “Guarantors”), the Trustee and the Collateral Agent entered into a supplemental indenture (the “Supplemental Indenture”) to the Indenture pursuant to which the Company assumed all of the obligations of Merger Subsidiary as issuer of the Notes. The Notes mature in 2020 and are required, within one year of consummation of the Merger Agreement, to be exchanged for notes registered with the SEC.

In addition, in connection with the Merger, Parent issued to Berkshire Hathaway 80,000 shares of its 9% Cumulative Perpetual Series A Preferred Stock for $8 billion.

In the Merger, (i) each outstanding share of Company common stock (other than shares owned by the Company, Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Parent, and in each case not held on behalf of third parties) was cancelled and automatically converted into the right to receive $72.50 in cash, without interest and less applicable withholding taxes thereon (the “Merger Consideration”), (ii) each outstanding stock option, whether vested or unvested, was cancelled and automatically converted into the right to receive, with respect to each share subject to the option, the Merger Consideration less the exercise price per share, (iii) each outstanding Company phantom unit, whether vested or unvested, was cancelled and automatically converted into the right to receive the Merger Consideration, and (iv) each outstanding Company restricted stock unit (other than retention restricted stock units, which will remain subject to the vesting schedule pursuant to the existing terms of the applicable award agreements and that the general timing of payment would be in accordance with such terms), whether vested or unvested, was cancelled and automatically converted into the right to receive, with respect to each share subject to the restricted stock unit, the Merger Consideration plus any accrued and unpaid dividend equivalents, except that payment in respect of Company restricted stock units that have been deferred will be made in accordance with the terms of the award and the applicable deferral election made by the holder.

At the effective time of the Merger, each holder of a certificate formerly representing any shares of Company common stock or of book-entry shares no longer had any rights with respect to the shares, except for the right to receive the Merger Consideration upon surrender thereof.

The acquisition has been accounted for as a purchase business combination.  The application of purchase accounting as of the closing date has had a material effect on the Company's results of operations for periods after the acquisition. See "The Merger" in Item 7- "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note 4, "Merger and Acquisition" in Item 8- "Financial Statements and Supplementary Data".

Financing implications of the acquisition on our historic debt

A substantial portion of the Company's indebtedness was subject to acceleration upon a change of control or required the Company to offer holders the option to repurchase such indebtedness from such holders (assuming such change of control triggered certain downgrades in the ratings of the Company's debt).  Certain of the Company's outstanding indebtedness at June 7, 2013 that was not subject to acceleration upon a change of control and that either did not contain change of control repurchase obligations or where the holders did not elect to have such indebtedness repurchased in a change of control offer remain outstanding. 

On March 13, 2013, the Company launched a successful consent solicitation relating to the 7.125% Notes due 2039 seeking a waiver of the change of control provisions as applicable to the Merger Agreement.

Changes in the Directors and Officers of the Company

On June 7, 2013, in connection with the Merger and related transactions, William R. Johnson resigned as Chief Executive Officer of the Company and Arthur B. Winkleblack resigned as Chief Financial Officer of the Company. Bernardo Hees was appointed as Chief Executive Officer of the Company and Paulo Basilio was appointed as Chief Financial Officer of the Company, each effective as of the consummation of the Merger.

Also in accordance with the terms of the Merger Agreement, as of the effective time of the Merger, each of William R. Johnson, Charles E. Bunch, Leonard S. Coleman Jr., John G. Drosdick, Edith E. Holiday, Candace Kendle, Franck J. Moison, Dean R. O'Hare, Nelson Peltz, Dennis H. Reilley, Lynn C. Swann, Thomas J. Usher and Michael F. Weinstein (the “Former Directors”) ceased serving as members of the board of directors of the Company and, in connection therewith, the Former Directors also ceased serving on any committees of which such Former Directors were members.

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Warren Buffett, Alexandre Behring, Gregory Abel, Jorge Paulo Lemann, Marcel Herrmann Telles and Tracy Britt Cool were elected as new members of the board of directors of the Company on June 7, 2013.

Item 1A. Risk Factors.

In addition to the factors discussed elsewhere in this report, the following risks and uncertainties could materially and adversely affect the Company’s business, financial condition, and results of operations. Additional risks and uncertainties that are not presently known to the Company or are currently deemed by the Company to be immaterial also may impair the Company’s business operations and financial condition.

Risks Related to Our Business

Competitive product and pricing pressures in the food industry and the financial condition of customers and suppliers could adversely affect the Company’s ability to gain or maintain market share and/or profitability.

The Company operates in the highly competitive food industry, competing with other companies that have varying abilities to withstand changing market conditions. Any significant change in the Company’s relationship with a major customer, including changes in product prices, sales volume, or contractual terms may impact financial results. Such changes may result because the Company’s competitors may have substantial financial, marketing, and other resources that may change the competitive environment. Private label brands sold by retail customers, which are typically sold at lower prices, are a source of competition for certain of our product lines. Such competition could cause the Company to reduce prices and/or increase capital, marketing, and other expenditures, or could result in the loss of category share. Such changes could have a material adverse impact on the Company’s net income. As the retail grocery trade continues to consolidate, the larger retail customers of the Company could seek to use their positions to improve their profitability through lower pricing and increased promotional programs. If the Company is unable to use its scale, marketing expertise, product innovation, and category leadership positions to respond to these changes, or is unable to increase its prices, its profitability and volume growth could be impacted in a materially adverse way. The success of our business depends, in part, upon the financial strength and viability of our suppliers and customers. The financial condition of those suppliers and customers is affected in large part by conditions and events that are beyond our control. A significant deterioration of their financial condition could adversely affect our financial results.

The Company’s performance may be adversely affected by economic and political conditions in the U.S. and in various other nations where it does business.

The Company’s performance has been in the past and may continue in the future to be impacted by economic and political conditions in the United States and in other nations. Such conditions and factors include changes in applicable laws and regulations, including changes in food and drug laws, accounting standards and critical accounting estimates, taxation requirements and environmental laws. Other factors impacting our operations in the U.S., Venezuela and other international locations where the Company does business include export and import restrictions, currency exchange rates, currency devaluation, recessionary conditions, foreign ownership restrictions, nationalization, the impact of hyperinflationary environments, terrorist acts, and political unrest. Such factors in either domestic or foreign jurisdictions could materially and adversely affect our financial results. In addition, recent uncertainty in Europe, particularly in Greece, Italy, Ireland, Portugal and Spain could adversely affect our Euro-denominated assets and global operations.

Increases in the cost and restrictions on the availability of raw materials could adversely affect our financial results.

The Company sources raw materials including agricultural commodities such as tomatoes, cucumbers, potatoes, onions, other fruits and vegetables, dairy products, meat, sugar and other sweeteners, including high fructose corn syrup, spices, and flour, as well as packaging materials such as glass, plastic, metal, paper, fiberboard, and other materials and inputs such as water, in order to manufacture products. The availability or cost of such commodities may fluctuate widely due to government policy and regulation, crop failures or shortages due to plant disease or insect and other pest infestation, weather conditions, potential impact of climate change, increased demand for biofuels, or other unforeseen circumstances. Additionally, the cost of raw materials and finished products may fluctuate due to movements in cross-currency transaction rates. To the extent that any of the foregoing or other unknown factors increase the prices of such commodities or materials and the Company is unable to increase its prices or adequately hedge against such changes in a manner that offsets such changes, the results of its operations could be materially and adversely affected. Similarly, if supplier arrangements and relationships result in increased and unforeseen expenses, the Company’s financial results could be materially and adversely impacted.

Disruption of our supply chain could adversely affect our business.

Damage or disruption to our manufacturing or distribution capabilities due to weather, natural disaster, fire, terrorism, pandemic, strikes, the financial and/or operational instability of key suppliers, distributors, warehousing and transportation

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providers, or brokers, or other reasons could impair our ability to manufacture or sell our products. To the extent the Company is unable to, or cannot, financially mitigate the likelihood or potential impact of such events, or to effectively manage such events if they occur, particularly when a product is sourced from a single location, there could be a materially adverse affect on our business and results of operations, and additional resources could be required to restore our supply chain.

Higher energy costs and other factors affecting the cost of producing, transporting, and distributing the Company’s products could adversely affect our financial results.

Rising fuel and energy costs may have a significant impact on the cost of operations, including the manufacture, transportation, and distribution of products. Fuel costs may fluctuate due to a number of factors outside the control of the Company, including government policy and regulation and weather conditions. Additionally, the Company may be unable to maintain favorable arrangements with respect to the costs of procuring raw materials, packaging, services, and transporting products, which could result in increased expenses and negatively affect operations. If the Company is unable to hedge against such increases or raise the prices of its products to offset the changes, its results of operations could be materially and adversely affected.

The results of the Company could be adversely impacted as a result of increased pension, labor, and people-related expenses.

Inflationary pressures and any shortages in the labor market could increase labor costs, which could have a material adverse effect on the Company’s consolidated operating results or financial condition. The Company’s labor costs include the cost of providing employee benefits in the U.S. and foreign jurisdictions, including pension, health and welfare, and severance benefits. Any declines in market returns could adversely impact the funding of pension plans, the assets of which are invested in a diversified portfolio of equity and fixed income securities and other investments. Additionally, the annual costs of benefits vary with increased costs of health care and the outcome of collectively-bargained wage and benefit agreements.

The impact of various food safety issues, environmental, legal, tax, and other regulations and related developments could adversely affect the Company’s sales and profitability.

The Company is subject to numerous food safety and other laws and regulations regarding the manufacturing, marketing, and distribution of food products. These regulations govern matters such as ingredients, advertising, taxation, relations with distributors and retailers, health and safety matters, and environmental concerns. The ineffectiveness of the Company’s planning and policies with respect to these matters, and the need to comply with new or revised laws or regulations with regard to licensing requirements, trade and pricing practices, environmental permitting, or other food or safety matters, or new interpretations or enforcement of existing laws and regulations, as well as any related litigation, may have a material adverse effect on the Company’s sales and profitability. Influenza or other pandemics could disrupt production of the Company’s products, reduce demand for certain of the Company’s products, or disrupt the marketplace in the foodservice or retail environment with consequent material adverse effects on the Company’s results of operations.

The need for and effect of product recalls could have an adverse impact on the Company’s business.

If any of the Company’s products become misbranded or adulterated, the Company may need to conduct a product recall. The scope of such a recall could result in significant costs incurred as a result of the recall, potential destruction of inventory, and lost sales. Should consumption of any product cause injury, the Company may be liable for monetary damages as a result of a judgment against it. A significant product recall or product liability case could cause a loss of consumer confidence in the Company’s food products and could have a material adverse effect on the value of its brands and results of operations.

The failure of new product or packaging introductions to gain trade and consumer acceptance and changes in consumer preferences could adversely affect our sales.

The success of the Company is dependent upon anticipating and reacting to changes in consumer preferences, including health and wellness. There are inherent marketplace risks associated with new product or packaging introductions, including uncertainties about trade and consumer acceptance. Moreover, success is dependent upon the Company’s ability to identify and respond to consumer trends through innovation. The Company may be required to increase expenditures for new product development. The Company may not be successful in developing new products or improving existing products, or its new products may not achieve consumer acceptance, each of which could materially and negatively impact sales.

The failure to successfully integrate acquisitions and joint ventures into our existing operations or the failure to gain applicable regulatory approval for such transactions or divestitures could adversely affect our financial results.

The Company’s ability to efficiently integrate acquisitions and joint ventures into its existing operations also affects the financial success of such transactions. The Company may seek to expand its business through acquisitions and joint ventures, and may divest underperforming or non-core businesses. The Company’s success depends, in part, upon its ability to identify such

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acquisition, joint venture, and divestiture opportunities and to negotiate favorable contractual terms. Activities in such areas are regulated by numerous antitrust and competition laws in the U. S., the European Union, and other jurisdictions, and the Company may be required to obtain the approval of acquisition and joint venture transactions by competition authorities, as well as satisfy other legal requirements. The failure to obtain such approvals could materially and adversely affect our results.

The Company’s operations face significant foreign currency exchange rate exposure, which could negatively impact its operating results.

The Company holds assets and incurs liabilities, earns revenue, and pays expenses in a variety of currencies other than the U.S. dollar, primarily the British Pound, Euro, Australian dollar, Canadian dollar, and New Zealand dollar. The Company’s consolidated financial statements are presented in U.S. dollars, and therefore the Company must translate its assets, liabilities, revenue, and expenses into U.S. dollars for external reporting purposes. Increases or decreases in the value of the U.S. dollar relative to other currencies may materially and negatively affect the value of these items in the Company’s consolidated financial statements, even if their value has not changed in their original currency. In addition, the impact of fluctuations in foreign currency exchange rates on transaction costs ( i.e., the impact of foreign currency movements on particular transactions such as raw material sourcing), most notably in the U.K., could materially and adversely affect our results.

The failure to implement our growth plans could adversely affect the Company’s ability to increase net income and generate cash.

The success of the Company could be impacted by its inability to continue to execute on its growth plans regarding product innovation, implementing cost-cutting measures, improving supply chain efficiency, enhancing processes and systems, including information technology systems, on a global basis, and growing market share and volume. The failure to fully implement the plans, in a timely manner or within our cost estimates, could materially and adversely affect the Company’s ability to increase net income. Additionally, the Company’s ability to pay cash dividends will depend upon its ability to generate cash and profits, which, to a certain extent, is subject to economic, financial, competitive, and other factors beyond the Company’s control.

The Sponsors control us and may have conflicts of interest with us in the future.

As a result of the Merger on June 7, 2013, H. J. Heinz Company is now controlled by the Sponsors. The Sponsors beneficially own substantially all of the equity interests in Parent. The Sponsors have control over our decisions to enter into any corporate transaction and have the ability to prevent any transaction that requires the approval of shareholders. For example, the Sponsors could cause us to make acquisitions that increase the amount of our indebtedness. Additionally, the Sponsors are in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. The Sponsors may also pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. So long as the Sponsors continue to own a significant amount of the equity of Parent, they will continue to be able to strongly influence or effectively control our decisions.

Our business could be adversely impacted as a result of the Merger and significant costs, expenses and fees.

The Merger could cause disruptions to our business or business relationships, which could have an adverse impact on our financial condition, results of operations and cash flows. For example:

• the attention of our management may be directed to transaction-related considerations or activities and may be diverted from the day-to-day operations of our business;

• our associates may experience uncertainty about their future roles with us, which might adversely affect our ability to retain and hire key personnel and other employees; and

• vendors or other parties with which we maintain business relationships may experience uncertainty about our future and seek alternative relationships with third parties or seek to alter their business relationships with us.

In addition, we incurred significant costs, expenses and fees for professional services and other transaction costs in connection with the Merger.

7

The Company is increasingly dependent on information technology, and potential disruption, cyber attacks, security problems, and expanding social media vehicles present new risks.

The Company is increasingly dependent on information technology systems to manage and support a variety of business processes and activities, and any significant breakdown, invasion, destruction, or interruption of these systems could negatively impact operations. In addition, there is a risk of business interruption and reputational damage from leakage of confidential information.

The inappropriate use of certain media vehicles could cause brand damage or information leakage. Negative posts or comments about the Company on any social networking web site could seriously damage its reputation. In addition, the disclosure of non-public company sensitive information through external media channels could lead to information loss. Identifying new points of entry as social media continues to expand presents new challenges. Any business interruptions or damage to the Company's reputation could negatively impact the Company's financial condition and results of operation.

Risks Related to Our Indebtedness and Certain Other Obligations

Our indebtedness could adversely affect our ability to raise additional capital to fund our operations and make strategic acquisitions, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our obligations under our indebtedness, including the Notes.

In connection with the Merger, we incurred approximately $12.6 billion in indebtedness under the Term Loan Facilities and the Notes. We can also borrow additional secured debt up to $2.0 billion under our Revolving Credit Facilities. Our Senior Credit Facilities also provide for $2.25 billion in uncommitted incremental facilities, the availability of which is subject to our meeting certain conditions, and the amount of which may be increased with unlimited additional incremental facilities so long we maintain a pro forma first lien senior secured leverage ratio of 4.75 to 1.00.No incremental facilities were in effect at the closing of the Merger or are currently in effect. See “Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Financial Position.”

Our high degree of indebtedness could have important consequences for our creditors, including holders of the Notes. For example, they could:

• limit our ability to obtain additional financing for working capital, capital expenditures, research and development, debt service requirements, acquisitions and general corporate or other purposes;

• restrict us from making strategic acquisitions or cause us to make non-strategic divestitures;

• limit our ability to adjust to changing market conditions and place us at a competitive disadvantage compared to our competitors who are not as highly leveraged;

• increase our vulnerability to general economic and industry conditions;

• expose us to the risk of increased interest rates as the borrowings under our Senior Credit Facilities will be at variable rates of interest (however we have entered into swap arrangements which may serve to mitigate variable interest rate risk while they remain in place);

• make it more difficult for us to make payments on our indebtedness; and

• require a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities.

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Despite current indebtedness levels and restrictive covenants, we and our subsidiaries may incur additional indebtedness in the future. This could further exacerbate the risks associated with our substantial financial leverage.

The terms of the indenture governing our Notes and the credit agreements governing our Senior Credit Facilities permit us to incur a substantial amount of additional debt, including secured debt. Any additional borrowings under our Senior Credit Facilities, and certain other secured debt, would be senior to the Notes and the guarantees thereto to the extent of the value of the assets securing such indebtedness. If new debt is added to our and our subsidiaries' current debt levels, the risks that we now face as a result of our leverage would intensify. See “Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Financial Position.”

Our debt agreements contain restrictions that limit our flexibility in operating our business.

The credit agreement governing our Senior Credit Facilities and the indenture governing our Notes contain various covenants that limit our ability to engage in specified types of transactions. These covenants limit our, our immediate parent's and our restricted subsidiaries' ability to, among other things, incur or guarantee additional indebtedness, pay dividends on, or redeem or repurchase, our capital stock, make certain acquisitions or investments, materially change our business, incur or permit to exist certain liens, enter into transactions with affiliates or sell our assets to, or merge or consolidate with or into, another company, in each case with customary exceptions.

Upon the occurrence of an event of default under our Senior Credit Facilities, the lenders thereunder could elect to declare all amounts outstanding under our Senior Credit Facilities to be immediately due and payable and terminate all commitments to extend further credit. If we were unable to repay those amounts, the lenders under our Senior Credit Facilities could proceed against the collateral granted to them to secure that indebtedness. We have pledged a significant portion of our assets as collateral under our Senior Credit Facilities. If the lenders under our Senior Credit Facilities accelerate the repayment of borrowings, we cannot assure you that we will have sufficient assets to repay our Senior Credit Facilities, as well as our other secured and unsecured indebtedness, including our outstanding Notes.

To service our indebtedness, we will require a significant amount of cash and our ability to generate cash depends on many factors beyond our control.

Our ability to make cash payments on and to refinance our indebtedness and to fund planned capital expenditures will depend on our ability to generate significant operating cash flow in the future. This ability is, to a significant extent, subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

Our business may not generate sufficient cash flow from operations, and future borrowings may not be available under our Senior Credit Facilities, in an amount sufficient to enable us to pay our indebtedness, including the outstanding Notes, or to fund our other liquidity needs. In any such circumstance, we may need to refinance all or a portion of our indebtedness, including our Senior Credit Facilities and the Notes, on or before maturity. We may not be able to refinance any of our indebtedness, including our Senior Credit Facilities and the Notes, on commercially reasonable terms or at all. If we cannot service our indebtedness, we may have to take actions such as selling assets, seeking additional equity or reducing or delaying capital expenditures, strategic acquisitions and investments. Any such action, if necessary, may not be effected on commercially reasonable terms or at all. The credit agreements governing our Senior Credit Facilities and the indenture governing the Notes restrict our ability to sell assets and use the proceeds from such sales.

If we are unable to generate sufficient cash flow or are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants in the instruments governing our indebtedness (including covenants in the credit agreement governing our Senior Credit Facilities and the indenture governing the Notes), we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under our Senior Credit Facilities could elect to terminate their commitments thereunder, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to obtain waivers from the required lenders under our Senior Credit Facilities to avoid being in default. If we breach our covenants under the credit agreements governing our Senior Credit Facilities and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under our Senior Credit Facilities, the lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation.

9

Item 1B. Unresolved Staff Comments.

Nothing to report under this item.

Item 2. Properties.

See table in Item 1.

Item 3. Legal Proceedings.

Nothing to report under this item.

Item 4. Mine Safety Disclosures.

Nothing to report under this item.

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PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Prior to the Fiscal 2013 year end, H. J. Heinz Company common stock was traded principally on The New York Stock Exchange under the symbol HNZ. As a result of the Merger, the common stock of the Company is now privately held by a subsidiary of Parent, the sole shareholder of the Company. The Company's stock is no longer traded on The New York Stock Exchange or any other stock exchange or public market. As a result Earnings per share information has not been presented.

Item 6. Selected Financial Data.

The following table presents selected consolidated financial data for the Company and its subsidiaries for each of the five fiscal years 2009 through 2013 and for the periods from April 29 to June 7 2013 (Predecessor) and February 8 to December 29, 2013 (Successor). All amounts are in thousands except per share data.

	Successor			Predecessor
	February 8 - December 29, 2013			April 29 - June 7, 2013			April 28, 2013		April 29, 2012		April 27, 2011		April 28, 2010		April 29, 2009
	(29 Weeks)(3)			(6 Weeks)			(52 Weeks)		(52 1/2 Weeks)		(52 Weeks)		(52 Weeks)		(52 Weeks)
Sales(1)	$	6,239,562		$	1,112,872		$	11,528,886	$	11,507,572	$	10,558,636	$	10,323,968	$	9,826,298
Interest expense(1)	$	408,503		$	35,350		$	283,607	$	293,009	$	272,660	$	293,574	$	336,509
(Loss)/income from continuing operations(1)	$	(66,082	)	$	(191,424	)	$	1,102,045	$	991,123	$	1,045,505	$	962,840	$	969,186
(Loss)/income from continuing operations attributable to H.J. Heinz Company common shareholders(1)	$	(71,385	)	$	(194,298	)	$	1,087,615	$	974,374	$	1,029,067	$	945,389	$	954,297
Short-term debt and current portion of long-term debt	$	251,454		NA			$	2,160,393	$	246,708	$	1,534,932	$	59,020	$	65,638
Long-term debt, exclusive of current portion(2)	$	14,617,646		NA			$	3,848,339	$	4,779,981	$	3,078,128	$	4,559,152	$	5,076,186
Total assets	$	38,972,348		NA			$	12,939,007	$	11,983,293	$	12,230,645	$	10,075,711	$	9,664,184

(1) Amounts exclude the operating results as well as any associated impairment charges and losses on sale related to the Company’s Shanghai LongFong Foods business in China and U.S. Foodservice frozen desserts business, which were divested in Fiscal 2013, as well as the private label frozen desserts business in the U.K. and the Kabobs and Appetizers And, Inc. businesses in the U.S., which were divested in Fiscal 2010, and all of which have been presented as discontinued operations.

(2) Long-term debt, exclusive of current portion, includes $122.5 million, $128.4 million, $150.5 million, $207.1 million, and $251.5 million of hedge accounting adjustments associated with interest rate swaps at April 28, 2013, April 29, 2012, April 27, 2011, April 28, 2010, and April 29, 2009, respectively. There were no interest rate swaps requiring such hedge accounting adjustments at December 29, 2013.

(3) Refers to the weeks of operating activity included in the period. The activity in the period February 8, 2013 to April 28, 2013 related primarily to the issuance of the Second Lien Senior Secured Notes due 2020 and recognition of associated issuance costs and interest expense.

The Successor period results include the following special items:

• The Company incurred Merger related costs of $157.9 million consisting primarily of advisory fees, legal, accounting and other professional costs, as well as severance and compensation arrangements pursuant to existing agreements with certain former executives and employees in connection with the Merger. See Note 4, “Merger and Acquisition” in Item 8- “Financial Statements and Supplementary Data” for further explanation.

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• The Company is investing in restructuring and productivity initiatives as part of its ongoing cost reduction efforts with the goal of driving efficiencies and creating fiscal resources that will be reinvested into the Company's business as well as to accelerate overall productivity on a global scale. The Company recorded pre-tax costs related to these initiatives of $410.4 million in the Successor period. See Note 7, “Restructuring and Productivity Initiatives” in Item 8- “Financial Statements and Supplementary Data” for further explanation.

The results of the Predecessor period from April 29, 2013 to June 7, 2013 include the following special items:

• Prior to consummation of the Merger, the Company incurred Merger related costs of $112.2 million resulting from the acceleration of expense for stock options, restricted stock units and other compensation plans pursuant to the existing change in control provisions of those plans. The Company also recorded a loss from the extinguishment of debt of $129.4 million for debt required to be repaid upon closing as a result of the change in control. See Note 4, “Merger and Acquisition” in Item 8- “Financial Statements and Supplementary Data” for further explanation.

Fiscal 2013 results include the following special items:

• As a result of the Merger, the Company incurred $44.8 million pre-tax of transaction-related costs, including legal, accounting and other professional fees, during the fourth quarter of Fiscal 2013. See Note 4, “Merger and Acquisition” in Item 8- “Financial Statements and Supplementary Data” for further explanation.

• Also during the fourth quarter of Fiscal 2013, the Company closed a factory in South Africa resulting in a $3.5 million pre-tax charge primarily related to asset write-downs.

• On February 8, 2013, the Venezuelan government announced the devaluation of its currency relative to the U.S. dollar, changing the official exchange rate from 4.30 to 6.30, resulting in a $42.7 million pre-tax currency translation loss during the fourth quarter of Fiscal 2013. See Note 20, "Venezuela- Foreign Currency" in Item 8—"Financial Statement and Supplementary Data" for further explanation.

• During the third quarter of Fiscal 2013, the Company renegotiated the terms of the Foodstar Holdings Pte ("Foodstar") earn-out that was due in 2014 resulting in a $12.1 million pre-tax charge in SG&A. See Note 13, "Fair Value Measurements" in Item 8—"Financial Statement and Supplementary Data" for further explanation.

Fiscal 2012 results from continuing operations include expenses of $205.4 million pre-tax for productivity initiatives. See Note 7, "Restructuring and Productivity Initiatives" in Item 8—"Financial Statement and Supplementary Data" for further explanation of these initiatives.

Fiscal 2010 results from continuing operations include expenses of $35.9 million pre-tax for upfront productivity charges and a gain of $15.0 million pre-tax on a property disposal in the Netherlands. The upfront productivity charges include costs associated with targeted workforce reductions and asset write-offs, that were part of a corporation-wide initiative to improve productivity. The asset write-offs related to two factory closures and the exit of a formula business in the U.K.

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The Merger

The H.J. Heinz Company has been a pioneer in the food industry for over 140 years and possesses one of the world's best and most recognizable brands - Heinz^®. The Company has a global portfolio of leading brands focused in three core categories, Ketchup and Sauces, Meals and Snacks, and Infant/Nutrition.

On February 13, 2013, the Company entered into the Merger Agreement with Parent and Merger Subsidiary. The terms of the Merger Agreement were unanimously approved by the Company's Board of Directors on February 13, 2013 and by the majority of votes cast at a special shareholder meeting on April 30, 2013. The acquisition was consummated on June 7, 2013, and as a result, Merger Subsidiary merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Holdings, which is in turn an indirect wholly owned subsidiary of Parent. Parent is controlled by the Sponsors. Upon the completion of the Merger, the Company's shareholders received $72.50 in cash for each share of common stock. The total aggregate value of the Merger consideration was approximately $28.75 billion, including the assumption of the Company's outstanding debt. The Merger consideration was funded through a combination of equity contributed by the Sponsors totaling $16.5 billion and proceeds from long-term borrowings totaling $12.6 billion. The Company's capital structure is further discussed under Liquidity and Financial Position.

Purchase Accounting Effects. The Merger was accounted for using the acquisition method of accounting which affected our results of operations in certain significant respects. The Sponsors' cost of acquiring the Company has been pushed down to establish a new accounting basis for the Company. Accordingly, the accompanying interim consolidated financial statements are presented for two periods, Predecessor and Successor, which relate to the accounting periods preceding and succeeding the completion of the Merger. The allocation of the total purchase price to the Company's net tangible and identifiable intangible assets was based on preliminary estimated fair values as of the Merger date, as described further in Note 4 to the Financial Statements. In addition to the transaction related expenses discussed further below, the following are reflected in our results of operations for the Successor period from February 8, 2013 to December 29, 2013:

• The purchase accounting adjustment to inventory resulted in an increase in cost of products sold of approximately $383 million as those products were sold to customers during the period subsequent to the Merger.

• Incremental amortization of approximately $34 million on the step-up in basis of definite-lived intangible assets which was included within cost of products sold.

• Incremental interest expense of $226 million related to new borrowings under the Senior Credit Facilities and the Notes issued in a private offering, in connection with the Merger.

• The purchase accounting adjustment to deferred pension costs resulted in a decrease in pension expense of approximately $17 million which was primarily reflected in cost of products sold.

• The purchase accounting adjustment to deferred derivative gains related to foreign currency cash flow hedges resulted in an increase in cost of products sold of approximately $14 million.

• We recognized a gain of $118 million on interest rate swap agreements entered into by Merger Subsidiary prior to the Merger to mitigate exposure to variable rate debt that was raised to finance the acquisition. These agreements were not designated as hedging instruments prior to the Merger date, and as such, we recorded the gain due to changes in fair value of these instruments, and separately reflected the gain in the accompanying statement of operations. As a result of the Merger and the transactions entered into in connection therewith, we have assumed the liabilities and obligations of Merger Subsidiary. As of the Merger date, these interest rate swaps were designated as cash flow hedges of the variable interest payments on the term notes issued in connection with the Merger, with changes in fair value of the derivatives reflected in other comprehensive income from that date forward.

Transaction Related Expenses. During the Successor period, the Company incurred $157.9 million in Merger related costs on a pretax basis, including $70.0 million consisting primarily of advisory fees, legal, accounting and other professional costs. The Company also incurred $87.9 million during the Successor period related to severance and compensation arrangements pursuant to existing agreements with certain former executives and employees in connection with the Merger. These amounts are separately reflected in the accompanying statement of operations for the Successor period.

Prior to consummation of the Merger, the Company incurred $112.2 million of Merger related costs, including $48.1 million resulting from the acceleration of expense for stock options, restricted stock units and other compensation plans pursuant to the existing change in control provisions of those plans, and $64.0 million of professional fees. These amounts are separately reflected in Merger related costs in the accompanying statement of operations for the Predecessor period. The Company also recorded a

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loss from the extinguishment of debt of approximately $129.4 million for debt required to be repaid upon closing as a result of the change in control which is reflected in Other (expense) income, net, in the accompanying statement of operations for the Predecessor period.

Periods Presented

Successor -The consolidated financial statements as of December 29, 2013, and for the period from February 8, 2013 through December 29, 2013, include the accounts of Merger Subsidiary from inception on February 8, 2013 and the accounts of the Company subsequent to the closing of the Merger on June 7, 2013. The activity in the period February 8, 2013 to April 28, 2013 related primarily to the issuance of the Second Lien Senior Secured Notes due 2020 and recognition of associated issuance costs and interest expense. The cash was invested in a money market account until the completion of the Merger on June 7, 2013. See Note 10 for further details. The following represents the condensed financial information for Merger Subsidiary for the period February 8, 2013 to April 28, 2013 and as at April 28, 2013:

Hawk Acquisition Sub, Inc. (Successor)

Condensed Statement of Operations

For the Period from February 8, 2013 through April 28, 2013

	February 8 - April 28, 2013
	(In thousands)
Merger related costs	$	19,713
Operating loss	(19,713		)
Unrealized loss on derivative instrument	(65,294		)
Interest Expense, net	(10,743		)
Loss from continuing operations before income tax	(95,750		)
Benefit from income taxes	37,842
Net loss	$	(57,908	)

Hawk Acquisition Sub, Inc. (Successor)

Condensed Balance Sheet

As of April 28, 2013

	April 28, 2013
	(In thousands)
Cash	$	3,011,750
Other assets	125,231
Total assets	$	3,136,981
Notes payable	$	3,100,000
Other liabilities	94,889
Total liabilities	3,194,889
Shareholder's deficit	(57,908		)
Total liabilities and shareholder's deficit	$	3,136,981

Predecessor - the consolidated financial statements of the Company prior to the Merger on June 7, 2013.

Transition period - the combination of the Successor and the Predecessor period from April 29, 2013 to June 7, 2013.

Fiscal 2013 - the fiscal year from April 30, 2012 to April 28, 2013.

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Fiscal 2012 - the fiscal year from April 28, 2011 to April 29, 2012.

Fiscal 2011 - the fiscal year from April 29, 2010 to April 27, 2011.

Executive Overview

The Company's total sales were $6.24 billion for the Successor period and $1.11 billion for the Predecessor period, compared to $7.44 billion for the eight months ended December 23, 2012 (based on the Company's former fiscal month end). The decline in sales was principally due to unfavorable foreign exchange translation rates which decreased sales by 1.8%, partially offset by an increase in volume of 0.8% as favorable volume in emerging markets coupled with 2.2% of incremental volume due to an extra week of sales in the Successor period to align to the new year end exceeded declines in developed markets. Volume in the Successor period was unfavorably impacted by category softness and reduced promotional pricing mainly in the U.S when compared to the prior year period and by one extra month of sales (approximating 0.5% of sales) being reported in Brazil in the prior year period as the subsidiary's fiscal reporting was conformed to the Company's fiscal period. Net pricing increased sales by 0.3%, driven by price increases in Brazil, Indonesia and U.S. Foodservice. Divestitures decreased sales by 0.4%.

In the Successor and Predecessor periods February 8, 2013 to December 29, 2013, and April 29, 2013 to June 7, 2013, respectively, gross profit, operating income and net income have been significantly impacted by Merger and restructuring related costs and expenses. In addition, for the Successor period, the effects of the new basis of accounting resulted in increased non-cash charges to cost of sales for the step up in inventory value, increased amortization expense associated with the fair value adjustments to intangible assets and the increased borrowings to fund the Merger resulted in higher interest costs compared to prior year quarter. See The Merger and The Results of Operation sections for further information on the Merger related costs and expenses and further analysis of our operating results for the quarter.

Transition Period Restructuring and Productivity Initiatives

During the transition period, the Company invested in restructuring and productivity initiatives as part of its ongoing cost reduction efforts with the goal of driving efficiencies and creating fiscal resources that will be reinvested into the Company's business as well as to accelerate overall productivity on a global scale. As of December 29, 2013, these initiatives have resulted in the reduction of approximately 3,400 corporate and field positions across the Company's global business segments as well as the closure and consolidation of manufacturing and corporate office facilities. Including charges incurred as of December 29, 2013, the Company currently estimates it will incur total charges of approximately $300 million related to severance benefits and other severance-related expenses related to the reduction in corporate and field positions and the ongoing annual cost savings is estimated to be approximately $250 million. The severance-related charges and cost savings assumptions that the Company expects to incur in connection with these work force reductions are subject to a number of assumptions and may differ from actual results.

On November 14, 2013, the Company announced the planned closure of 3 factories in the U.S. and Canada by the middle of calendar year 2014.  The number of employees expected to be impacted by these 3 plant closures and consolidation is approximately 1,350. The Company currently estimates it will incur total charges of approximately $63 million for severance benefits and other severance-related expenses related to these factory closures.  In addition the Company will recognize accelerated depreciation on assets to be disposed of. In the Successor period, the Company incurred an immaterial amount of severance benefits and other severance-related expenses, and $55.6 million in accelerated depreciation related to these factory closures. The ongoing annual cost savings is estimated to be approximately $55 million. The severance-related charges and cost savings assumptions that the Company expects to incur in connection with these factory workforce reductions and factory closures are subject to a number of assumptions and may differ from actual results. The Company may also incur other charges not currently contemplated due to events that may occur as a result of, or related to, these cost reductions.

The Company recorded pre-tax costs related to these productivity initiatives of $410 million in the Successor period and $6 million in the Predecessor period which were recorded in the Non-Operating segment. See Item 8 – “Consolidated Financial Statements and Supplementary Data – Note 7 – Restructuring and Productivity Initiatives” for additional information on these productivity initiatives. There were no such charges in the eight months ended December 23, 2012.

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Fiscal 2012 Productivity Initiatives

On May 26, 2011, the Company announced that it would invest in productivity initiatives during Fiscal 2012 designed to increase manufacturing effectiveness and efficiency as well as accelerate overall productivity on a global scale. The Company recorded costs related to these productivity initiatives of $205.4 million pre-tax during the fiscal year ended April 29, 2012, all of which were reported in the Non-Operating segment. In addition, after-tax charges of $18.9 million were recorded in losses from discontinued operations for the fiscal year ended April 29, 2012 . See Note 7, "Restructuring and Productivity Initiatives" in Item 8- "Financial Statements and Supplementary Data" and the "Liquidity and Financial Position" section below for additional information on these productivity initiatives.

Discontinued Operations

In the third quarter of Fiscal 2013, the Company's Board of Directors approved management's plan to sell Shanghai LongFong Foods ("LongFong"), a maker of frozen products in China which was previously reported in the Asia/Pacific segment. During the fourth quarter of Fiscal 2013, the Company secured an agreement with a buyer and during the Successor period, the sale was completed, resulting in an insignificant pre-tax and after-tax loss which was recorded in discontinued operations in the Successor period. As a result, LongFong's net assets were classified as held for sale and the Company adjusted the carrying value to estimated fair value, recording a $36.0 million pre-tax and after-tax non-cash goodwill impairment charge to discontinued operations during the third quarter of Fiscal 2013. The net assets held for sale related to LongFong as of April 28, 2013 were reported in Other current assets, Other non-current assets, Other accrued liabilities and Other non-current liabilities on the consolidated balance sheet as of April 28, 2013 as they were not material for separate balance sheet presentation.

During the first quarter of Fiscal 2013, the Company completed the sale of its U.S. Foodservice frozen desserts business, resulting in a $32.7 million pre-tax ($21.1 million after-tax) loss which has been recorded in discontinued operations.

The operating results related to these businesses have been included in discontinued operations in the Company's consolidated statements of income for all periods presented. The following table presents summarized operating results for these discontinued operations:

	Successor			Predecessor
	February 8 - December 29, 2013			April 29 - June 7, 2013			April 28, 2013 FY 2013			April 29, 2012 FY 2012			April 27, 2011 FY 2011
	(In millions)
Sales	$	2.9		$	1.2		$	47.7		$	141.5		$	148.0
Net after-tax losses	$	(5.6	)	$	(1.3	)	$	(17.6	)	$	(51.2	)	$	(39.6	)
Tax benefit on losses	$	—		$	—		$	0.6		$	1.4		$	2.6

Results of Continuing Operations

On October 21, 2013, the Company's Board of Directors approved a change in the Company's fiscal year end from the Sunday closest to April 30 to the Sunday closest to December 31. As a result of this change, the consolidated financial statements include presentation of the Successor period from February 8, 2013 through December 29, 2013 and the Predecessor period from April 29, 2013 through June 7, 2013. As a result, the following discussion compares our results of operations for the 35 week transition period to our results of operations for the eight months, or 34 weeks, ended December 23, 2012.

On March 14, 2012 the Company's Board of Directors authorized a change in the Company's fiscal year end from the Wednesday nearest April 30 to the Sunday nearest April 30. The change in the fiscal year end resulted in Fiscal 2012 changing from a 53 week year to a 52 1/2 week year and was intended to better align the Company's financial reporting period with its business partners and production schedules. This change did not have a material impact on the Company's financial statements.

Throughout this discussion, data for all periods except as of and for the eight months ended December 23, 2012, are derived from our audited consolidated financial statements, which appear in Item 8 – “Consolidated financial Statements and Supplementary Data” of this annual report on form 10-K. All data as of and for the eight months ended December 23, 2012, are derived from our

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unaudited consolidated financial information, which is presented in the table below and in Item 8 – “Consolidated Financial Statements and Supplementary Data – Note 22 – Change in Fiscal Year End”.

	Successor			Predecessor
	February 8 - December 29, 2013			April 29 - June 7, 2013			April 30 - December 23, 2012
	(29 Weeks)			(6 Weeks)			(34 Weeks)
							(Unaudited)
	(In thousands)
Sales	$	6,239,562		$	1,112,872		$	7,438,060
Cost of products sold	4,587,791			729,537			4,746,057
Gross profit	1,651,771			383,335			2,692,003
Selling, general and administrative expenses	1,501,807			243,364			1,606,902
Merger related costs	157,938			112,188			—
Operating (loss)/income	(7,974		)	27,783			1,085,101
Interest income	13,071			2,878			20,459
Interest expense	408,503			35,350			188,544
Unrealized gain on derivative instruments	117,934			—			—
Other expense, net	(12,233		)	(125,638		)	(5,216		)
(Loss)/income from continuing operations before income taxes	(297,705		)	(130,327		)	911,800
(Benefit from)/provision for income taxes	(231,623		)	61,097			142,528
(Loss)/income from continuing operations	(66,082		)	(191,424		)	769,272
Loss from discontinued operations, net of tax	(5,636		)	(1,273		)	(36,322		)
Net (loss)/income	(71,718		)	(192,697		)	732,950
Less: Net income attributable to the noncontrolling interest	5,303			2,874			10,619
Net (loss)/income attributable to H. J. Heinz Company	$	(77,021	)	$	(195,571	)	$	722,331

The Company’s revenues are generated via the sale of products in the following categories:

	Successor		Predecessor
	February 8 - December 29, 2013		April 29 - June 7, 2013		April 30 - December 23, 2012		April 28, 2013		April 29, 2012		April 27, 2011
	(29 Weeks)		(6 Weeks)		(34 weeks)		(52 Weeks)		(52 1/2 Weeks)		(52 Weeks)
	(In thousands)
Ketchup and Sauces	$	3,081,347	$	533,932	$	3,476,252	$	5,375,788	$	5,232,607	$	4,607,326
Meals and Snacks	2,185,831		359,412		2,736,800		4,240,808		4,337,995		4,134,836
Infant/Nutrition	624,359		118,528		760,670		1,189,015		1,232,248		1,175,438
Other	348,025		101,000		464,338		723,275		704,722		641,036
Total	$	6,239,562	$	1,112,872	$	7,438,060	$	11,528,886	$	11,507,572	$	10,558,636

Company Results - The period from February 8, 2013 through December 29, 2013 (Successor) and the period from April 29, 2013 through June 7, 2013 (Predecessor) compared to Eight Months Ended December 23, 2012

Sales were $6.24 billion for the Successor period and $1.11 billion for the Predecessor period, respectively, compared to $7.44 billion for the eight months ended December 23, 2012, a decrease of $86 million or 1.2% period over period. Volume increased 0.8%, as favorable volume in emerging markets coupled with an extra week of sales in the Successor period to align to the new year end (approximating 2.2% of incremental volume) exceeded declines in developed markets. Volume in the current eight month period was unfavorably impacted by reduced promotional pricing mainly in the U.S. when compared to the prior year period and by one extra month of sales (approximating 0.5% of sales) being reported in Brazil in the prior year period as the subsidiary's fiscal reporting was conformed to the Company's fiscal period as the subsidiary no longer required an earlier closing date to facilitate timely reporting. Net pricing increased sales by 0.3%, driven by price increases in Brazil, Indonesia and U.S. Foodservice

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partially offset by price decreases in Australia, New Zealand, Italy and Venezuela. Divestitures decreased sales by 0.4% and unfavorable foreign exchange translation rates decreased sales by 1.8%.

Gross profit decreased $657 million or 24.4% to $1.65 billion for the Successor period and $383 million for the Predecessor, respectively, from a gross profit of $2.69 billion for the eight months ended December 23, 2012, and gross profit margin decreased to 27.7% from 36.2%. These decreases are primarily related to higher cost of products sold in the Successor period associated with the purchase accounting adjustments related to the step up in value of inventory ($383 million) and incremental amortization of the preliminary step-up in basis of definite lived intangible assets ($34 million). Gross profit was also negatively impacted by restructuring and productivity initiatives of $169 million for the Successor period and $6 million for the Predecessor period, respectively. The restructuring and productivity related charges are recorded in the non-operating segment.

Selling, general and administrative expenses ("SG&A") increased $138 million, or 8.6% to $1.50 billion for the Successor period and $243 million for the Predecessor period, and increased as a percentage of sales to 23.7% from 21.6% period over period. The increase in SG&A is attributable to severance related to the restructuring and productivity initiatives of $242 million.

Merger related costs in the Successor period include $70 million consisting primarily of advisory fees, legal, accounting and other professional costs and $87.9 million related to severance and compensation arrangements pursuant to existing agreements with certain former executives and employees in connection with the Merger. In the Predecessor period, Merger related costs include $48 million resulting from the acceleration of stock options, restricted stock units and other compensation plans, and $64 million of professional fees.

Operating income decreased $1.07 billion to an operating loss of $8 million for the Successor period and an operating income of $28 million for the Predecessor period, respectively, reflecting the decrease in gross profit discussed above and the impact of the merger related charges.

Net interest expense increased $260 million, to $395 million for the Successor period and $32 million for the Predecessor period, respectively, reflecting higher average debt balances resulting from the Merger. Included in the Successor period is $25 million of interest expense incurred by Merger Subsidiary prior to the consummation of the Merger. Other income (expense), net, decreased $133 million, to an expense of $12 million for the Successor period and expense of $126 million for the Predecessor period, respectively, primarily related to the costs for early extinguishment of debt related to the Merger.

Prior to the Merger, Merger Subsidiary entered into interest rate swap agreements to mitigate exposure to variable rate debt that was raised to finance the acquisition. These agreements were not designated as hedging instruments prior to the Merger date, and as such, we recorded a gain of $118 million in the Successor period due to changes in fair value of these instruments, and separately reflected the gain in the accompanying statement of operations. As a result of the Merger and the transactions entered into in connection therewith, we have assumed the liabilities and obligations of Merger Subsidiary.

For the Successor period the Company recorded a tax benefit of $232 million, or 77.8% of pretax loss. For the Predecessor period the Company recorded a tax expense of $61 million, or (46.9%) of pretax loss. In the eight months ended December 23, 2012, the Company recorded a tax expense of $143 million, or 15.6% of pretax income.

The tax benefit in the Successor period included a benefit of $107 million related to the impact on deferred taxes of a 300 basis point statutory tax rate reduction in the United Kingdom which was enacted during July 2013, and a favorable jurisdictional income mix. The benefit of the statutory tax rate reduction in the United Kingdom was favorably impacted by the increase in deferred tax liabilities recorded in purchase accounting for the Merger.

The tax provision for the Predecessor period April 29, 2013 to June 7, 2013 was principally caused by the effect of repatriation costs of approximately $100 million for earnings of foreign subsidiaries distributed during the period and the effect of current period nondeductible Merger related costs.

The tax provision for the eight months ended December 23, 2012 included the $63 million tax benefit that occurred as a result of an increase in the tax basis of both fixed and intangible assets resulting from a tax-free reorganization in a foreign jurisdiction, a $13 million tax benefit from an intangible asset revaluation for tax purposes elected by a foreign subsidiary, and a benefit of $10 million related to a 200 basis point statutory tax rate reduction also in the United Kingdom.

The net loss from continuing operations attributable to H. J. Heinz Company was $71 million for the Successor period and $194 million for the Predecessor period, compared to net income of $759 million in the eight months ended December 23, 2012.

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OPERATING RESULTS BY BUSINESS SEGMENT

The following discussion compares the operating results by business segment for the period from February 8, 2013 through December 29, 2013 (Successor) and the period from April 29, 2013 through June 7, 2013 (Predecessor) compared to the eight months ended December 23, 2012. All data for the eight months ended December 23, 2012, are derived from our unaudited consolidated financial information, which is presented in the table below:

	Successor		Predecessor		Successor			Predecessor			Successor			Predecessor
	February 8 - December 29, 2013		April 29 - June 7, 2013		February 8 - December 29, 2013			April 29 - June 7, 2013			February 8 - December 29, 2013			April 29 - June 7, 2013
	Net External Sales				Gross Profit						Operating Income (Loss)
	(In thousands)
North American Consumer Products	$	1,669,924	$	307,971	$	547,009		$	123,357		$	269,642		$	65,459
Europe	1,829,607		284,657		575,231			98,220			195,235			32,918
Asia/Pacific	1,328,488		272,116		290,385			92,895			11,833			37,616
U.S. Foodservice	772,598		135,688		192,604			38,579			84,273			15,531
Rest of World	638,945		112,440		215,107			35,673			74,238			10,560
Non-Operating	—		—		(168,565		)	(5,389		)	(643,195		)	(134,301		)
Consolidated Totals	$	6,239,562	$	1,112,872	$	1,651,771		$	383,335		$	(7,974	)	$	27,783

	Predecessor
	April 30 - December 23, 2012
	Net External Sales		Gross Profit		Operating Income (Loss)
	(In thousands)
North American Consumer Products	$	2,047,516	$	855,759	$	505,418
Europe	2,124,441		815,198		374,519
Asia/Pacific	1,647,494		517,640		169,432
U.S. Foodservice	871,974		244,772		101,162
Rest of World	746,635		255,112		82,025
Non-Operating	—		3,522		(147,455		)
Consolidated Totals	$	7,438,060	$	2,692,003	$	1,085,101

North American Consumer Products

Sales of the North American Consumer Products segment decreased $70 million, or 3.4%, to $1.67 billion for the Successor period and $308 million for the Predecessor period, respectively. Lower net price of 0.7% reflects increased promotional activity on frozen appetizers and snacks, frozen potatoes and frozen meals and sides, partially offset by higher pricing from reduced ketchup promotions in the U.S. Volume was down 1.8% reflecting category softness in frozen potatoes and frozen nutritional entrees, along with a reduction in Heinz® ketchup promotional activity, partially offset by 2.6% of incremental volume due to the extra week of sales to align to the new year end. Unfavorable Canadian exchange translation rates decreased sales 0.8%.

Gross profit decreased $185 million, or 21.7%, to $547 million for the Successor period and $123 million for the Predecessor period, and the gross profit margin decreased to 33.9% from 41.8%. These decreases are primarily related to higher cost of products sold associated with the preliminary purchase accounting adjustments related to the step up in value of inventory, and lower volume. Operating income decreased $170 million to $270 million for the Successor period and $65 million for the Predecessor period reflecting the decline in gross profit, partially offset by lower SG&A primarily related to the current year restructuring initiatives.

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Europe

Heinz Europe sales decreased $10 million, or 0.5%, to $1.83 billion for the Successor period and $285 million for the Predecessor period. Volume was up 0.2% as 2.0% of incremental volume due to the extra week of sales to align to the new year end as well as strong performance in Russia and Germany was largely offset by soft category sales in the U.K., Italy and The Netherlands. Volume in the U.K. was also impacted by the strategic decision to realign promotional activity and by the timing of sales related to the Project Keystone⁽¹⁾ go-live in May 2013. Net pricing decreased 0.4% primarily reflecting higher pricing in Benelux and Eastern Europe which was more than offset by pricing declines in Italy and Russia. The divestitures of a small soup business in Germany and a non-core product line in Russia decreased sales 1.4%. Favorable exchange translation rates increased sales 1.1%.

Gross profit decreased $142 million, or 17.4%, to $575 million for the Successor period and $98 million for the Predecessor period, while the gross profit margin decreased to 31.9% from 38.4%. These decreases are primarily related to higher cost of products sold associated with the preliminary purchase accounting adjustments related to the step up in value of inventory. Operating income decreased $146 million to $195 million for the Successor period and operating income of $33 million for the Predecessor period, reflecting the decline in gross profit and higher SG&A expenses primarily related to increased marketing spend in Russia and Italy.

(1) Project Keystone is a multi-year global program designed to drive productivity and make Heinz much more competitive by adding capabilities, harmonizing global processes and standardizing our systems through SAP

Asia/Pacific

Heinz Asia/Pacific sales decreased $47 million, or 2.8%, to $1.33 billion for the Successor period and $272 million for the Predecessor period, as unfavorable exchange translation rates decreased sales by 6.3%. Volume increased 3.1% largely a result of the 1.7% of incremental volume due to the extra week of sales to align to the new year end and continued strong performance of Master® branded sauces in China and Heinz branded infant feeding products in China as well as frozen products in Japan and ABC® sauces in Indonesia. These increases were partially offset by declines in Glucon D® and Complan® branded products in India. Pricing increased 0.4%, as price increases on ABC® sauces in Indonesia and Master® branded sauces in China were offset by higher promotion spending in Australia and New Zealand.

Gross profit decreased $134 million, or 26.0%, to $290 million for the Successor period and $93 million for the Predecessor period, while the gross profit margin decreased to 23.9% from 31.4%. These decreases are related to higher cost of products sold associated with the preliminary purchase accounting adjustments related to the step up in value of inventory, as well as, unfavorable foreign exchange translation rates. Operating income decreased $120 million to $12 million for the Successor period and $38 million for the Predecessor period, reflecting the decline in gross profit, partially offset by lower SG&A expense across the region including lower marketing spend in India. SG&A in the prior year benefited from a gain on the sale of excess land in Indonesia.

U.S. Foodservice

Sales of the U.S. Foodservice segment increased $36 million, or 4.2%, to $773 million for the Successor period and $136 million for the Predecessor period. Pricing increased sales 2.0%, largely due to price increases on ketchup and other sauces and condiments partially offset by pricing decreases on frozen soup. Volume increased by 2.1% largely a result of the 3.0% of incremental volume from the extra week of sales to align to the new year end and increases primarily in ketchup and other sauces and condiments partially offset by volume declines in frozen soup.

Gross profit decreased $14 million, or 5.6%, to $193 million for the Successor period and $39 million for the Predecessor period and the gross profit margin decreased to 25.5% from 28.1%. These decreases are primarily related to higher cost of products sold associated with the preliminary purchase accounting adjustments related to the step up in value of inventory partially offset by increased volume and pricing. Operating income decreased $1 million to $84 million for the Successor period and $16 million for the Predecessor period reflecting the decline in gross profit offset by lower SG&A primarily related to the current year restructuring initiatives.

Rest of World

Sales for Rest of World increased $5 million, or 0.6%, to $639 million for the Successor period and $112 million for the Predecessor period. Volume increased 3.3% largely as a result of 1.8% of incremental volume due to the extra week of sales to align to the new year end and volume gains across the segment which were partially offset by the one extra month of sales reported in Brazil in the prior year as discussed above, the impact of which was split evenly between the Ketchup & Sauces and Meals & Snacks categories and mainly impacted Quero® branded sales. Pricing increased sales by 2.6%, largely due to price increases on

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Quero® branded products in Brazil, partially offset by price decreases in Venezuela. (See the “Venezuela- Foreign Currency and Inflation” section below for further discussion on inflation in Venezuela.) Foreign exchange translation rates decreased sales 5.3%.

Gross profit decreased $4 million, or 1.7%, to $215 million for the Successor period and $36 million for the Predecessor period while the gross profit margin decreased to 33.4% from 34.2%. The decrease in gross profit is primarily related to higher cost of products sold associated with the preliminary purchase accounting adjustments related to the step up in value of inventory and the lower volume in Brazil resulting from the extra month of results in the prior year period, partially offset by reduced cost of products sold in Mexico following the switch to local production, expansion of higher margin Complan® branded products in Nigeria, and the favorable impact of the higher pricing. Operating income increased $3 million to $74 million for the Successor period and $11 million for the Predecessor period, primarily reflecting the decline in gross profit which was more than offset by lower SG&A primarily related to the current year restructuring initiatives.

Fiscal 2013 Company Results - Fiscal Year Ended April 28, 2013 compared to Fiscal Year Ended April 29, 2012

Sales for Fiscal 2013 increased $21 million, or 0.2%, to $11.53 billion. Volume increased 1.0%, as volume gains in emerging markets were partially offset by declines in the U.S., Continental Europe, Australia and Italy. Emerging markets volume included an extra month of results for Brazil, which was more than offset by the Company's decision to exit the T.G.I Friday's® frozen meals business in the U.S. Emerging markets, the Company's top 15 brands and global ketchup continued to be the Company's primary growth drivers, with organic sales growth of 16.8%, 3.6% and 4.6%, respectively (reported sales growth of 14.3%, 0.8%, and 2.8%, respectively). Net pricing increased sales by 2.1%, driven by price increases across the emerging markets, as well as in Continental Europe and U.S. Foodservice. Divestitures decreased sales by 0.3%, and unfavorable foreign exchange rates decreased sales by 2.5%.

Gross profit increased $201 million, or 5.0%, to $4.20 billion, and gross profit margin increased 170 basis points to 36.4%. Current year gross profit includes the previously discussed $3.5 million charge related to the closure of a factory in South Africa. Excluding this charge and charges for productivity initiatives in Fiscal 2012, gross profit margin increased 60 basis points, and gross profit increased $74 million, or 1.8%, as the benefits from higher pricing, volume and productivity initiatives were offset by a $104 million unfavorable impact from foreign exchange and higher commodity costs.

SG&A increased $41 million, or 1.7%, to $2.53 billion, and increased as a percentage of sales to 22.0% from 21.7%. Current year SG&A includes the previously discussed special items of $12 million for the Foodstar earn-out settlement and $45 million in transaction-related costs associated with the Merger Agreement. Excluding these current year special items and charges for productivity initiatives in Fiscal 2012, SG&A increased $60 million, or 2.5%, to $2.48 billion and increased as a percentage of sales to 21.5% from 21.0%. The increase in aggregate spending reflects higher marketing spending, incremental investments in Project Keystone, and strategic investments to drive growth in emerging markets partially offset by a $66 million impact from foreign exchange translation rates, reduced pension expense and effective cost management in developed markets.

Operating income increased $159 million, or 10.6%, to $1.66 billion. Excluding the special items in the current year and charges for productivity initiatives in Fiscal 2012, operating income increased $14 million, or 0.8%, to $1.72 billion.

Net interest expense decreased $3 million, to $256 million, reflecting a $9 million decrease in interest expense and a $7 million decrease in interest income, both of which are driven by lower interest rates. Other expense, net, increased $54 million, to $62 million in the current year, primarily due to a $43 million currency translation loss previously discussed recorded during the fourth quarter of Fiscal 2013 resulting from the devaluation of the Venezuelan currency relative to the U.S. dollar, changing the official exchange rate from 4.30 to 6.30. The remaining increase is due to other currency losses this year compared to currency gains last year.

The effective tax rate for Fiscal 2013 decreased to 18.0% from 19.8% in the prior year on a reported basis. Excluding special items in the current year and productivity initiatives last year, the effective rate was 18.2% compared to 21.3% last year. The decrease in the effective tax rate is primarily the result of increased benefits from the revaluation of the tax basis of certain foreign assets, which includes our Fiscal 2013 reorganization, and reduced charges for the repatriation of current year foreign earnings. See below in "Liquidity and Financial Position" for further explanation. These amounts were partially offset by lower current year benefits from tax free interest and tax on income of foreign subsidiaries. The prior year also contained a benefit from the resolution of a foreign tax case. Both periods contained a benefit of approximately $15 million from the reversal of an uncertain tax position liability due to the expiration of the statute of limitations in a foreign tax jurisdiction as well as benefits in each year related to 200 basis point statutory tax rate reductions in the United Kingdom.

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Income from continuing operations attributable to H. J. Heinz Company was $1.09 billion, an increase of 11.6% compared to $974 million in the prior year on a reported basis. Excluding special items⁽²⁾, income from continuing operations was $1.17 billion, an increase of 4.5% compared to $1.12 billion in the prior year excluding charges for productivity initiatives.

The impact of fluctuating translation exchange rates in Fiscal 2013 has had a relatively consistent impact on all components of operating income on the consolidated statement of income.

(2) All Fiscal 2013 results excluding special items are non-GAAP measures used for management reporting and incentive compensation purposes. See “Non-GAAP Measures” section below for the reconciliation of all Fiscal 2013 non-GAAP measures to the reported GAAP measures.

FISCAL YEAR 2013 OPERATING RESULTS BY BUSINESS SEGMENT

North American Consumer Products

Sales of the North American Consumer Products segment decreased $46 million, or 1.4%, to $3.20 billion. Volume decreased 1.1% despite volume improvements in Heinz® ketchup and mayonnaise, Ore-Ida® and non-branded frozen potatoes, Classico® pasta sauces and Delimex® frozen snacks. These volume improvements were more than offset by the planned exit of T.G.I Friday's® frozen meals and volume declines in Smart Ones® frozen products, reflecting category softness and the discontinuation of bagged meals, and in T.G.I Friday's® frozen snacks. Higher net price of 0.6% reflects price increases in Heinz® ketchup and Smart Ones® frozen products, reflecting reduced promotions, partially offset by increased promotions on Ore-Ida® frozen potatoes. Sales were also unfavorably impacted by 0.7% from the Company's strategic decision to exit the Boston Market® license. Unfavorable Canadian exchange translation rates decreased sales 0.2%

Gross profit increased $7 million, or 0.6%, to $1.33 billion, and the gross profit margin increased to 41.7% from 40.9%. Gross margin increased as productivity improvements and slightly higher pricing more than offset increased commodity costs. Operating income decreased $21 million, or 2.6% to $791 million, largely due to higher marketing (+9%) and increased selling and distribution expense ("S&D") and general and administrative expenses ('"G&A") in Canada related to the implementation of Project Keystone.

Europe

Heinz Europe sales decreased $127 million, or 3.7%, to $3.31 billion, reflecting a 3.4% decline from foreign exchange translation rates. Net pricing increased 0.9%, driven by lower promotions across Continental Europe and on Aunt Bessie's® frozen potatoes in the U.K. and higher pricing on Heinz® ketchup in Russia, partially offset by higher promotions on Heinz® soup and beans in the U.K. Volume decreased 0.8%, as strong performance in Heinz® ketchup, our Russian business and Heinz® soup in the U.K. were more than offset by volume declines in Heinz® beans and pasta meals and frozen meals in the U.K. and the impact from weak economies and soft category sales in Italy and Continental Europe. The divestitures of two small businesses decreased sales 0.5%.

Gross profit decreased $44 million, or 3.3%, to $1.28 billion, while the gross profit margin increased slightly to 38.5% from 38.3%. The gross margin improvement reflects higher pricing, productivity improvements and favorable cross currency rate movements related to the sourcing of finished goods across the European supply chain, partially offset by higher commodity costs. The $44 million decrease in gross profit was due to the impact of unfavorable foreign exchange translation rates. Operating income decreased $16 million, or 2.6%, to $593 million, as lower G&A costs reflecting reduced pension and incentive compensation expense were more than offset by unfavorable foreign exchange translation rates and increased investments in our emerging markets businesses.

Asia/Pacific

Heinz Asia/Pacific sales increased $33 million, or 1.3%, to $2.53 billion, despite unfavorable exchange translation rates decreasing sales by 3.0%. Volume increased 2.7%, largely a result of growth in ABC® products in Indonesia, Glucon D® and Nycil® branded products in India resulting from an excellent summer season and increased marketing, strong performance in Japan and continued strong performance of Heinz® and Master® branded sauces in China. These increases were partially offset by declines in soup and infant feeding in Australia and Complan® nutritional beverages in India. Pricing increased 1.6%, due to ABC® products in Indonesia, Complan® nutritional beverages in India and Master® branded sauces in China, partially offset by higher promotional spending in Australia.

Despite unfavorable foreign exchange translation rates, gross profit increased $48 million, or 6.3%, to $805 million, and the gross profit margin increased to 31.8% from 30.3%. The higher gross margin reflects productivity improvements and higher pricing, partially offset by higher commodity costs, particularly sugar costs in Indonesia. SG&A increased as investments in

22

marketing and improved capabilities in our emerging markets businesses were partially offset by foreign exchange translation rates and a gain in the current year on the sale of excess land in Indonesia. Operating income increased by $31 million, or 13.3%, to $266 million. Australia's operating income improved this year as a result of savings from last year's productivity initiatives.

U.S. Foodservice

Sales of the U.S. Foodservice segment increased $25 million, or 1.9%, to $1.37 billion. Pricing increased sales 2.7%, largely due to price increases across this segment's product portfolio to offset commodity cost increases. Volume decreased by 0.8%, as improvements in sauces were offset by declines in frozen soup and ketchup.

Gross profit increased $16 million, or 4.2%, to $406 million, and the gross profit margin increased to 29.6% from 29.0%, as higher pricing more than offset increases in manufacturing and commodity costs. Operating income increased $16 million, or 9.6%, to $186 million, which was primarily due to higher gross profit.

Rest of World

Sales for Rest of World increased $137 million, or 14.0%, to $1.12 billion. Volume increased 12.3% due primarily to increases in both Quero® and Heinz® branded products in Brazil, Heinz® baby food in Mexico reflecting the launch of pouch packaging, and Complan® nutritional beverages in the Middle East. Approximately 60% of the volume gains in Brazil are a result of the favorable impacts from marketing and promotional activities, increased distribution and the successful introduction of Heinz® branded ketchup into this market. Approximately one-third of the volume gains in this segment and 40% of Brazil's volume gains are a result of one extra month of sales reported in Brazil in the current year, as the business no longer requires an earlier closing date to facilitate timely reporting. This extra month impact was split evenly between the Ketchup & Sauces and Meals & Snacks categories and mainly impacted Quero® branded sales. Pricing across the region increased sales by 11.3%, largely due to price increases on Quero® branded products in Brazil as well as increases in Venezuela taken to mitigate inflation. Venezuela's pricing was still significantly favorable despite the unfavorable pricing impact of the devaluation of the Venezuelan currency relative to the U.S. dollar that occurred at the beginning of the fourth quarter of this year. (See the “Venezuela- Foreign Currency and Inflation” section below for further discussion on inflation in Venezuela.) Foreign exchange translation rates decreased sales 9.6%.

Gross profit increased $46 million, or 14.0%, to $373 million, due to strong results in Brazil which are a result of significant growth in this business and the extra month of results in the current year, partially offset by unfavorable foreign exchange translation rates and the impact from the Venezuelan currency devaluation. Gross profit margin increased slightly to 33.5% from 33.4% as higher pricing and productivity improvements were offset by increased commodity and other manufacturing costs particularly in Venezuela and Brazil. Operating income increased $8 million, or 7.2%, to $113 million, due to strong performance in Brazil.

Fiscal 2012 Company Results - Fiscal Year Ended April 29, 2012 compared to Fiscal Year Ended April 27, 2011

Sales for Fiscal 2012 increased $949 million, or 9.0%, to $11.51 billion. Net pricing increased sales by 3.7%, driven by price increases across the Company, particularly in the U.S., Latin America, U.K. and China. Volume decreased 0.1%, as favorable volume in emerging markets, Japan and Germany were more than offset by declines in the U.S., Australia and Italy. Emerging markets, global ketchup and the Company's top 15 brands continued to be the most significant growth drivers, with organic sales growth of 17.6%, 8.0%, and 5.0%, respectively (43.1%, 9.7% and 12.3%, respectively, reported). Acquisitions, net of divestitures, increased sales by 3.6%. Foreign exchange translation rates increased sales by 1.8%.

Gross profit increased $50 million, or 1.3%, to $3.99 billion however, the gross profit margin decreased 270 basis points to 34.7%. Excluding charges for productivity initiatives, gross profit increased $180 million, or 4.6%, to $4.12 billion, largely due to higher pricing, acquisitions and a $59 million favorable impact from foreign exchange, partially offset by lower volume and commodity cost inflation. Gross profit margin excluding charges for productivity initiatives reflected industry-wide price and cost pressure and decreased 160 basis points to 35.8%, resulting from higher commodity and other costs, the impact of acquisitions and unfavorable sales mix, partially offset by higher pricing and productivity improvements.

SG&A increased $236 million, or 10.4% to $2.49 billion. Excluding charges for productivity initiatives, SG&A increased $160 million, or 7.1% to $2.42 billion, and decreased as a percentage of sales to 21.0% versus 21.4% last year. This increase in SG&A reflects a $36 million unfavorable impact from foreign exchange translation rates, as well as increases from acquisitions, higher marketing spending and incremental investments in Project Keystone. In addition, S&D was unfavorably impacted by higher fuel prices, particularly in the U.S., and G&A were higher as a result of strategic investments to drive growth in emerging markets, partially offset by effective cost management in developed markets and lower incentive compensation expense. SG&A, excluding marketing and charges for productivity initiatives, decreased as percentage of sales by 40 basis points, to 17.0%.

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Operating income decreased $185 million, or 11.0%, to $1.50 billion. Excluding charges for productivity initiatives, operating income was up $20 million, or 1.2%, to $1.71 billion.

Net interest expense increased $8 million, to $258 million, reflecting a $20 million increase in interest expense, partially offset by a $12 million increase in interest income. The increase in interest income is mainly due to earnings on short-term investments and the increase in interest expense is largely due to interest rate mix in the Company's debt portfolio and acquisitions made in Fiscal 2011. Other expenses, net, decreased $13 million, to $8 million, primarily due to currency gains in Fiscal 2012 compared to currency losses in Fiscal 2011.

The effective tax rate for Fiscal 2012 was 19.8%. Excluding charges for productivity initiatives, the effective tax rate was 21.3% in Fiscal 2012 compared to 26.2% in Fiscal 2011. The decrease in the effective tax rate is primarily the result of the increased benefits from the revaluation of the tax basis of foreign assets, the reversal of an uncertain tax position liability due to the expiration of the statute of limitations in a foreign tax jurisdiction, the beneficial resolution of a foreign tax case, and lower tax on the income of foreign subsidiaries primarily resulting from a statutory tax rate reduction in the U.K. These benefits were partially offset by the Fiscal 2012 expense for changes in valuation allowances.

Income from continuing operations attributable to H. J. Heinz Company was $974 million, a decrease of 5.3%. Excluding charges for productivity initiatives⁽³⁾, income from continuing operations attributable to H. J. Heinz Company was $1.12 billion compared to $1.03 billion in Fiscal 2011, an increase of 8.7%. This increase was largely due to higher sales and a lower effective tax rate, partially offset by a lower gross margin and investments in marketing, emerging markets capabilities and Project Keystone.

The impact of fluctuating translation exchange rates in Fiscal 2012 has had a relatively consistent impact on all components of operating income on the consolidated statement of income.

(3) All Fiscal 2012 results excluding charges for productivity initiatives are non-GAAP measures used for management reporting and incentive compensation purposes. See “Non-GAAP Measures” section below for the reconciliation of all Fiscal 2012 non-GAAP measures to the reported GAAP measures.

FISCAL YEAR 2012 OPERATING RESULTS BY BUSINESS SEGMENT

North American Consumer Products

Sales of the North American Consumer Products segment decreased $24 million, or 0.7%, to $3.24 billion. Higher net price of 2.8% reflects price increases across the leading brands and reduced trade promotions. Despite volume gains from new product launches, overall volume declined 2.3% across most of our key brands reflecting reduced promotional activity and the impact of price increases. Sales were also unfavorably impacted by 1.6% from the Company's strategic decision to exit the Boston Market^® license effective July 2011. Favorable Canadian exchange translation rates increased sales 0.3%.

Gross profit decreased $51 million, or 3.7%, to $1.32 billion, and the gross profit margin decreased to 40.9% from 42.1%. Gross profit declined as higher pricing and productivity improvements were more than offset by increased commodity and fuel costs, lower volume and the impact from the exit of the Boston Market^®license. The decline in gross margin is due to higher commodity costs and unfavorable sales mix. Operating income decreased $21 million, or 2.5% to $812 million, as the decline in gross profit was partially offset by a decrease in G&A reflecting effective cost management, lower incentive compensation expenses and decreased S&D largely due to lower volume.

Europe

Heinz Europe sales increased $204 million, or 6.3%, to $3.44 billion. Net pricing increased 3.7%, driven by price increases across Europe and reduced promotions in the U.K. Volume increased by 0.6% as growth in ketchup across Europe, soup in the U.K., sauces in Germany and Heinz^® branded sauces in Russia were offset by declines in Italian infant nutrition and frozen products in the U.K. The Italian infant nutrition business was unfavorably impacted by weakness in the Italian economy and corresponding softness in the category. Favorable foreign exchange translation rates increased sales by 1.9%.

Gross profit increased $52 million, or 4.1%, to $1.32 billion, while the gross profit margin decreased to 38.3% from 39.1%. The $52 million increase in gross profit is due to favorable net pricing, increased volume and foreign exchange translation rates. The decrease in the gross margin reflects the benefits from higher pricing and productivity improvements which were more than offset by higher commodity costs, unfavorable sales mix and a Fiscal 2011 gain on the sale of distribution rights on Amoy^® products to ethnic channels in the U.K. Operating income increased $28 million, or 4.8%, to $609 million, due to higher pricing, increased volume and favorable foreign currency translation, partially offset by increased marketing investments.

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Asia/Pacific

Heinz Asia/Pacific sales increased $253 million, or 11.3%, to $2.50 billion. Favorable exchange translation rates increased sales by 5.4%. The acquisition of Foodstar in China during the third quarter of Fiscal 2011 increased sales 3.2%. Pricing increased 2.1% and volume increased 0.5%. Total segment volume was negatively impacted by poor operating results in Australia. The Australian business has been impacted by a challenging market environment, higher promotions and reduced market demand. Price increases were realized on ABC^® products in Indonesia, Complan^®products in India, and Heinz^® infant feeding products in China. Significant volume growth occurred in Complan^® nutritional beverages in India, frozen potatoes and sauces in Japan, ABC^® sauces in Indonesia, and Heinz^® and Master^® branded sauces and Heinz^® branded infant feeding products in China. Beyond Australia, volume declines were noted in Glucon D^® and Nycil^® branded products in India.

Gross profit increased $46 million, or 6.4%, to $758 million, and the gross profit margin decreased to 30.3% from 31.7%. The $46 million increase in gross profit largely reflects favorable net pricing and foreign exchange translation rates and the Foodstar acquisition, partially offset by weakness in Australia, and Fiscal 2011 gains from the favorable renegotiation of a long-term supply contract in Australia and the sale of a factory in India. The decline in gross margin is a result of higher commodity costs and poor operating results in Australia which were only partially offset by higher pricing and productivity improvements. SG&A increased as a result of foreign exchange translation rates, the Foodstar acquisition, increased marketing and investments to improve capabilities in our emerging markets businesses. Operating income decreased by $19 million, or 7.4%, to $235 million, reflecting results in Australia.

U.S. Foodservice

Sales of the U.S. Foodservice segment increased $7 million, or 0.5%, to $1.35 billion. Pricing increased sales 2.3%, largely due to price increases across this segment's product portfolio to offset commodity cost increases. Volume decreased by 1.8%, due largely to ongoing weakness in restaurant foot traffic at some key customers, which was beginning to improve at the end of Fiscal 2012, and the impact of price increases.

Gross profit decreased $27 million, or 6.5%, to $390 million, and the gross profit margin decreased to 29.0% from 31.1%, as pricing and productivity improvements were more than offset by increased commodity and fuel costs and unfavorable volume and product mix. Operating income decreased $14 million, or 7.4%, to $170 million, which is primarily due to higher commodity costs, partially offset by a decrease in G&A expenses which reflects effective cost management, including reduced incentive compensation expense.

Rest of World

Sales for Rest of World increased $509 million, or 108.3%, to $979 million. The acquisition of Coniexpress S.A. Industrias Alimenticias ("Coniexpress" or "Quero") in Brazil , which was completed at the end of Fiscal 2011, increased sales 76.6%. Higher pricing increased sales by 21.5%, largely due to price increases in Latin America taken to mitigate inflation. (See the “Venezuela - Foreign Currency and Inflation” section below for further discussion on inflation in Venezuela.) Volume increased 11.9% mainly due to increases in Heinz® ketchup and baby food in Latin America. Volume in Latin America was unfavorably impacted in Fiscal 2011 by labor disruptions which occurred in Venezuela. Ketchup and sauces in South Africa and improvements across product categories in the Middle East also drove favorable volume. Foreign exchange translation rates decreased sales 1.7%.

Gross profit increased $158 million, or 93.2%, to $327 million, due mainly to the Quero acquisition in Brazil and higher pricing and volume, partially offset by increased commodity costs. The gross profit margin declined to 33.4% from 36.0% primarily reflecting the impact of the Quero acquisition. Operating income increased $52 million, or 96.9%, to $105 million resulting from higher pricing and volume and the Quero acquisition.

Liquidity and Financial Position

In connection with the Merger, the cash consideration was funded from equity contributions from the Sponsors and cash of the Company, as well as proceeds received by Merger Subsidiary in connection with the following debt financing pursuant to the Senior Credit Facilities and the Notes:

• $9.5 billion in senior secured term loans, with tranches of 6 and 7 year maturities and fluctuating interest rates based on, at the Company's election, base rate or LIBOR plus a spread on each of the tranches, with respective spreads ranging from 125-150 basis points for base rate loans with a 2% base rate floor and 225-250 basis points for LIBOR loans with

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a 1% LIBOR floor. Prior to the Merger, Merger Subsidiary entered into interest rate swaps to mitigate exposure to the variable interest rates on these term loans and as a result, the rate on future interest payments beginning in January 2015 and extending through July 2020 have been fixed at an average fixed rate of 4.5%,

• $2.0 billion senior secured revolving credit facility with a 5 year maturity and a fluctuating interest rate based on, at the Company's election, base rate or LIBOR, with respective spreads ranging from 50-100 basis points for base rate loans and 150-200 basis points for LIBOR loans, on which nothing is currently drawn, and

• $3.1 billion of 4.25% secured second lien notes with a 7.5 year maturity, which are required to be exchanged within one year of consummation of the Merger Agreement for registered notes.

On June 7, 2013, Merger Subsidiary's indebtedness was assumed by the Company, substantially increasing the Company's overall level of debt. Refer to Item 8 – “Consolidated Financial Statements and Supplementary Data – Note 10 – Debt and Financing Arrangements" for a more thorough discussion of our new debt arrangements.

Cash provided by operating activities was $35 million for the Successor period and cash used for operating activities was $372 million for the Predecessor period, compared to cash provided by operating activities of $350 million for the eight months ended December 23, 2012. The decline reflects the operating loss in the transition period resulting from merger and restructuring related costs and charges incurred on the early extinguishment of debt. The decline also reflects unfavorable movements in accounts payable and income taxes, additional pension funding, partially offset by favorable movements in inventories.

Cash provided by operating activities in Fiscal 2013 was $1.39 billion compared to $1.49 billion in Fiscal 2012. The decline reflects unfavorable movements in receivables, inventories and income taxes as well as increased pension contributions and cash paid in the current year for transaction costs related to the Merger. The unfavorable movement in receivables is largely due to an increase in cash received under the accounts receivable securitization program during Fiscal 2013. These were partially offset by favorable movements in payables. In addition, the settlement of the Foodstar earn-out resulted in a cash payment of $60 million, of which $15 million was reported in cash from operating activities and $45 million was reported in cash from financing activities on the consolidated cash flow statement. Cash paid in Fiscal 2013 for Fiscal 2012 productivity initiatives was $74 million ($29 million of which were capital expenditures) compared to $122 million ($25 million of which were net capital expenditures) in the prior year.

For Fiscal 2012, cash provided by operating activities was $1.49 billion compared to $1.58 billion in Fiscal 2011. The decline in Fiscal 2012 versus Fiscal 2011 reflects the cash impact of spending on productivity initiatives, as well as unfavorable movements in accounts payable and accrued income taxes, partially offset by favorable movements in receivables and inventories. Cash required for productivity initiatives was $122 million.

Cash used for investing activities totaled $21.7 billion for the Successor period and $89.8 million for the Predecessor period, compared to $205 million for the eight months ended December 23, 2012. Reflected in our cash flows used in investing activities for the Successor period is the merger consideration, net of cash on hand, of $21.5 billion.

For Fiscal 2013, cash used for investing activities totaled $373 million compared to $402 million in Fiscal 2012. Capital expenditures totaled $399 million (3.4% of sales) compared to $419 million (3.6% of sales) in Fiscal 2012, which was in-line with planned levels. Proceeds from disposals of property, plant and equipment were $19 million compared to $10 million in Fiscal 2012. The increase was primarily due to cash received for the sale of land in Indonesia in the current year. Proceeds from divestitures were $17 million in Fiscal 2013 compared to $4 million in Fiscal 2012. The Fiscal 2013 decrease in restricted cash was $4 million compared to an increase in restricted cash of $39 million in Fiscal 2012, which primarily represented collateral that the Company was required to maintain in connection with a total rate of return swap entered into during the third quarter of Fiscal 2012. Cash received for the sale of short-term investments in Brazil in Fiscal 2012 was $57 million.

For Fiscal 2012, cash used for investing activities totaled $402 million compared to $950 million of Fiscal 2011. Capital expenditures totaled $419 million (3.6% of sales) compared to $336 million (3.1% of sales) in Fiscal 2011, which was in-line with planned levels. Higher capital spending reflects increased investments in Project Keystone, capacity projects in emerging markets and productivity initiatives. Cash paid for acquisitions in Fiscal 2012 totaled $3 million compared to $618 million in Fiscal 2011 primarily related to Coniexpress in Brazil and Foodstar in China.

Cash provided by financing activities totaled $24.1 billion for the Successor period and $85.4 million for the Predecessor period, compared to cash used for financing activities of $824 million in the eight months ended December 23, 2012. The Merger was funded by equity contributions from the Sponsors totaling $16.5 billion as well as proceeds of approximately $11.5 billion under Senior Credit Facilities (of which $9.5 billion was drawn at the close of the transaction), and $3.1 billion upon the issuance of the Notes. The Company used such proceeds, which was partially offset by $320.8 million of debt issuance costs, to repay $4.2 billion of the Predecessor's outstanding short and long term debt and associated hedge contracts. Net cash used in the eight months

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of Fiscal 2013 primarily related to an additional interest acquired in Coniexpress for $80 million and dividend payments of $334 million.

For Fiscal 2013, cash provided by financing activities totaled $257 million compared to cash used of $363 million in Fiscal 2012.

• Proceeds from long-term debt were $205 million in Fiscal 2013 and $1.91 billion in Fiscal 2012. During the first quarter of Fiscal 2013, the Company entered into a new variable rate three year 15 billion Japanese yen denominated credit agreement. The proceeds were swapped to 188.5 million U.S. dollars and the interest rate was fixed at 2.22%. During the fourth quarter of Fiscal 2012, the Company issued $300 million 1.50% Notes due 2017 and $300 million 2.85% Notes due 2022. During the second quarter of Fiscal 2012, the Company issued $300 million 2.00% Notes due 2016 and $400 million 3.125% Notes due 2021. During the first quarter of Fiscal 2012, the Company issued $500 million of private placement notes at an average interest rate of 3.48% with maturities of three, five, seven and ten years. Additionally, during the first quarter of Fiscal 2012, the Company issued $100 million of private placement notes at an average interest rate of 3.38% with maturities of five and seven years.

• Fiscal 2013 proceeds from debt issuances were used to terminate a variable rate three year 15 billion Japanese yen denominated credit agreement that was due October 2012, and settle the associated swap, which had an immaterial impact to the Company's consolidated statement of income. Overall, payments on long-term debt were $224 million in Fiscal 2013 compared to $1.44 billion in Fiscal 2012. The prior year proceeds from debt issuances were used for the repayment of commercial paper and to pay off the Company's $750 million of notes which matured on July 15, 2011 and $600 million notes which matured on March 15, 2012.

• Net proceeds on commercial paper and short-term debt were $1.09 billion in Fiscal 2013 compared to net payments of $43 million in Fiscal 2012.

• Cash payments for treasury stock purchases, net of cash from option exercises, used $26 million of cash in the Fiscal 2013 compared to $119 million in Fiscal 2012. The Company repurchased 2.4 million shares of stock at a total cost of $139 million in Fiscal 2013 and 3.9 million shares of stock at a total cost of $202 million in Fiscal 2012. Under the terms of the Merger Agreement, the Company suspended its share repurchase program from February 13, 2013 through the closing of the acquisition on June 7, 2013.

• Dividend payments totaled $666 million in Fiscal 2013, compared to $619 million in Fiscal 2012, reflecting an increase in the annualized dividend per common share to $2.06. Until the effective time of the Merger, the Merger Agreement permitted the Company to continue to declare and pay regular quarterly cash dividends not to exceed $0.515 per share of common stock with record dates and payment dates that were substantially consistent with the Company's past practice. The Merger Agreement did not permit the Company to pay a prorated dividend for the quarter in which the merger was completed.

• During the first quarter of Fiscal 2013, the Company acquired an additional 15% interest in Coniexpress S.A. Industrias Alimenticias ("Coniexpress") for $80 million. Prior to the transaction, the Company owned 80% of this business. During the second quarter of Fiscal 2012, the Company acquired an additional 10% interest in P.T. Heinz ABC Indonesia for $55 million. P.T. Heinz ABC Indonesia is a subsidiary of the Company that manufacturers Asian sauces and condiments as well as juices and syrups. Prior to the transaction, the Company owned 65% of this business.

For Fiscal 2011, cash used for financing activities totaled $483 million. Proceeds from long-term debt were $230 million relating to a variable rate, three-year 16 billion Japanese yen denominated credit agreement which was swapped to $193 million and the interest rate was fixed at 2.66%. Payments on long-term debt were $46 million as the proceeds discussed above were used in the funding of the Foodstar acquisition and for general corporate purposes. Net payments on commercial paper and short-term debt were $193 million. Cash proceeds from option exercises, net of treasury stock purchases, provided $85 million of cash. The Company purchased 1.4 million shares of stock at a total cost of $70 million. Dividend payments totaled $580 million.

At December 29, 2013, the Company had total debt of $14.87 billion and cash and cash equivalents of $2.46 billion.

In order to more efficiently manage foreign cash, we had a taxable distribution of earnings from certain foreign subsidiaries to the U.S. in the Predecessor period ended June 7, 2013 totaling approximately $420 million which resulted in a charge to our provision for income taxes of approximately $100 million in the same period. We were able to use existing foreign tax credit carryforwards to offset the tax liability created by such distributions such that there were no incremental cash taxes incurred in the period.  Prior to the Merger, our intent was to reinvest the accumulated earnings of our foreign subsidiaries in our international operations, except where remittance could be made tax free in certain situations, and our plans did not demonstrate a need to repatriate them to fund our cash requirements in the U.S. and, accordingly, a liability for the related deferred income taxes was not reflected in the Company's financial statements as of April 28, 2013. While we continue to expect to reinvest a substantial portion of the future earnings of our foreign subsidiaries in our international operations, as of the Acquisition date we determined that a portion of our accumulated unremitted foreign earnings are likely to be needed to meet U.S. cash needs. For the portion of unremitted foreign earnings preliminarily determined not to be permanently reinvested, a deferred tax liability of approximately

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$345 million is recorded. The Company currently anticipates repatriating the majority of the accumulated unremitted earnings which are no longer permanently reinvested during 2014 resulting in the utilization of a substantial portion of its foreign tax credit carryforwards. As of December 29, 2013, the Company has not yet finalized its estimate of acquisition date deferred taxes associated with repatriation plans and further adjustments of this estimate may be made as the purchase price allocation is finalized during the measurement period.

At December 29, 2013, approximately $1.4 billion of cash and short-term investments were held by international subsidiaries. A portion of the undistributed earnings of certain of the subsidiaries is not considered to be permanently reinvested for which deferred taxes of $345 million have been provided or taxes have been previously paid.  As a result, the Company can repatriate up to $2.6 billion of cash to the U.S. without incurring any additional tax expense.  For those undistributed earnings considered to be permanently reinvested, our intent is to reinvest these funds in our international operations and our current plans do not demonstrate a need to repatriate the accumulated earnings to fund our U.S. cash requirements.   If we decide at a later date to repatriate these funds to the U.S., the Company would be required to provide taxes on these amounts based on the applicable U.S. tax rates net of credits for foreign taxes already paid.  

Berkshire Hathaway has an $8.0 billion preferred stock investment in Parent which requires a 9.0% annual dividend to be paid quarterly in cash or in-kind.  The Company made two distributions totaling $360 million in cash to Holdings during the Successor period and expects to continue to make quarterly cash distributions to fund this dividend.

The Company will continue to monitor the credit markets to determine the appropriate mix of long-term debt and short-term debt going forward. The Company believes that its operating cash flow, existing cash balances, together with the credit facilities and other available capital market financing, will be adequate to meet the Company's cash requirements for operations, including capital spending, debt maturities and interest payments. While the Company is confident that its needs can be financed, there can be no assurance that increased volatility and disruption in the global capital and credit markets will not impair its ability to access these markets on commercially acceptable terms.

Contractual Obligations and Other Commitments

Contractual Obligations

The Company is obligated to make future payments under various contracts such as debt agreements, lease agreements and unconditional purchase obligations. In addition, the Company has purchase obligations for materials, supplies, services and property, plant and equipment as part of the ordinary conduct of business. A few of these obligations are long-term and are based on minimum purchase requirements. Certain purchase obligations contain variable pricing components, and, as a result, actual cash payments are expected to fluctuate based on changes in these variable components. Due to the proprietary nature of some of the Company’s materials and processes, certain supply contracts contain penalty provisions for early terminations. The Company does not believe that a material amount of penalties is reasonably likely to be incurred under these contracts based upon historical experience and current expectations.

The following table represents the contractual obligations of the Company as of December 29, 2013:

	Fiscal Year
	2014		2015-2016		2017-2018		2019 Forward		Total
	(In thousands)
Long Term Debt(1)	$	585,724	$	1,608,122	$	1,479,042	$	16,886,521	$	20,559,409
Capital Lease Obligations	13,154		21,826		6,334		10,439		51,753
Operating Leases	137,360		112,919		91,320		160,237		501,836
Purchase Obligations	1,309,655		454,390		160,057		132,709		2,056,811
Other Long Term Liabilities Recorded on the Balance Sheet	113,576		144,671		106,791		317,131		682,169
Total	$	2,159,469	$	2,341,928	$	1,843,544	$	17,507,037	$	23,851,978

(1) Amounts include expected cash payments for interest on fixed rate long-term debt and fixed payments on interest rate swap contracts beginning in 2015 used to mitigate the variable interest payments on the Term Loans Facilities (see Item 8 – “Consolidated Financial Statements and Supplementary Data – Note 10 – Debt and Financing Arrangements”). Due to the uncertainty of forecasting expected variable rate interest payments on the Term Loan Facilities up until 2015 and other variable rate debt not covered by such swap contracts, those amounts are not included in the table.

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Other long-term liabilities primarily consist of certain specific incentive compensation arrangements and pension and postretirement benefit commitments. Pension benefits are expected to continue into the foreseeable future, but the Company has not included anything in the 2019 Forward column as it is unable to estimate the amount of such benefit payments. Defined benefit plan contributions for the next fiscal year are expected to be approximately $67 million; however, actual contributions may be affected by pension asset and liability valuation changes during the year. Payments of postretirement benefits for the next fiscal year are expected to be approximately $14.7 million. Long-term liabilities related to income taxes and insurance accruals included on the consolidated balance sheet are excluded from the table above as the Company is unable to estimate the timing of the payments for these items.

At December 29, 2013, the total amount of gross unrecognized tax benefits for uncertain tax positions, including an accrual of related interest and penalties along with positions only impacting the timing of tax benefits, was approximately $62 million. The timing of payments will depend on the progress of examinations with tax authorities. The Company does not expect a significant tax payment related to these obligations within the next year. The Company is unable to make a reasonably reliable estimate as to when any significant cash settlements with taxing authorities may occur.

Off-Balance Sheet Arrangements and Other Commitments

The Company does not have guarantees or other off-balance sheet financing arrangements that we believe are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.

As of April 28, 2013, the Company was a party to two operating leases for buildings and equipment, one of which also includes land, under which the Company has guaranteed supplemental payment obligations of approximately $150 million at the termination of these leases. On June 3, 2013, the Company paid $88.7 million to buy-out one of these leases and recorded it within Property, plant and equipment on the balance sheet as of that date.

On May 31, 2013, the Company entered into an amendment of the $175 million accounts receivables securitization program that extended the term until May 30, 2014. Prior to this amendment, the Company accounted for transfers of receivables pursuant to this program as a sale and removed them from the consolidated balance sheet. This amendment results in the transfers no longer qualifying for sale treatment under U.S. GAAP. As a result, all transfers are accounted for subsequent to this amendment as secured borrowings and the receivables sold pursuant to this program are included on the balance sheet as trade receivables, along with the Deferred Purchase Price. The amount of trade receivables included on the balance sheet at December 29, 2013 which are acting as collateral for these borrowings was $140 million. The Company acted as servicer for $159 million and $162 million of U.S. trade receivables sold through this program that were not recognized on the balance sheet as of April 28, 2013 and April 29, 2012, respectively. In addition, the Company acted as servicer for approximately $76.5 million, $184 million and $206 million of trade receivables which were sold to unrelated third parties without recourse as of December 29, 2013, April 28, 2013 and April 29, 2012, respectively.

The Company has not recorded any servicing assets or liabilities as of December 29, 2013 and April 28, 2013 for the arrangements discussed above because the fair value of these servicing agreements as well as the fees earned were not material to the financial statements.

No significant credit guarantees existed between the Company and third parties as of December 29, 2013.

Market Risk Factors

The Company is exposed to market risks from adverse changes in foreign exchange rates, interest rates, commodity prices and production costs. As a policy, the Company does not engage in speculative or leveraged transactions, nor does the Company hold or issue financial instruments for trading purposes.

Foreign Exchange Rate Sensitivity:  The Company’s cash flow and earnings are subject to fluctuations due to exchange rate variation. Foreign currency risk exists by nature of the Company’s global operations. The Company manufactures and sells its products on six continents around the world, and hence foreign currency risk is diversified.

The Company may attempt to limit its exposure to changing foreign exchange rates through both operational and financial market actions. These actions may include entering into forward contracts, option contracts, or cross currency swaps to hedge existing exposures, firm commitments and forecasted transactions. The instruments are used to reduce risk by essentially creating offsetting currency exposures.

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The following table presents information related to foreign currency contracts held by the Company:

	Aggregate Notional Amount						Net Unrealized Gains/(Losses)
	December 29, 2013		April 28, 2013		April 29, 2012		December 29, 2013			April 28, 2013			April 29, 2012
	(In millions)
Purpose of Hedge:
Intercompany cash flows	$	1,300	$	402	$	1,090	$	(1	)	$	(3	)	$	13
Forecasted purchases of raw materials and finished goods and foreign currency denominated obligations	753		422		578		34			21			(5		)
Forecasted sales and foreign currency denominated assets	397		49		245		1			11			9
Net investment hedges	8,300		—		—		(191		)	—			—
	$	10,750	$	873	$	1,913	$	(157	)	$	29		$	17

As of December 29, 2013, the Company’s foreign currency contracts mature within two years. Contracts that meet qualifying criteria are accounted for as either foreign currency cash flow hedges, fair value hedges or net investment hedges of foreign operations. Any gains and losses related to contracts that do not qualify for hedge accounting are recorded in current period earnings in other income and expense.

We have numerous investments in our foreign subsidiaries, the net assets of which are exposed to volatility in foreign currency exchange rates. Beginning in October 2013, we have used cross currency swaps to hedge a portion of our net investment in such foreign operations against adverse movements in exchange rates. We designated cross currency swap contracts with a total notional value of $8.3 billion between pound sterling and USD, the Euro and USD, the Australian Dollar and USD, and the Japanese Yen and USD, as net investment hedges of a portion of our equity in foreign operations in those currencies. The component of the gains and losses on our net investment in these designated foreign operations driven by changes in foreign exchange rates, are economically offset by movements in the fair values of our cross currency swap contracts. The fair value of the swaps is calculated each period with changes in fair value reported in foreign currency translation adjustments within accumulated other comprehensive income (loss), net of tax. The net unrealized loss totaled $(190.6) million as of December 29, 2013. Such amounts will remain in other comprehensive income (loss) until the complete or substantially complete liquidation of our investment in the underlying foreign operations.

Substantially all of the Company’s foreign business units’ financial instruments are denominated in their respective functional currencies. Accordingly, exposure to exchange risk on foreign currency financial instruments is not material. (See Note 15, “Derivative Financial Instruments and Hedging Activities” in Item 8—“Financial Statements and Supplementary Data.”)

Interest Rate Sensitivity:  The Company is exposed to changes in interest rates primarily as a result of its borrowing and investing activities used to maintain liquidity and fund business operations. The nature and amount of the Company’s long-term and short-term debt can be expected to vary as a result of future business requirements, market conditions and other factors. The Company’s debt obligations totaled $14.87 billion, $6.01 billion (including $122 million relating to hedge accounting adjustments) and $5.03 billion (including $128 million relating to hedge accounting adjustments) at December 29, 2013, April 28, 2013 and April 29, 2012, respectively. The Company’s debt obligations are summarized in Note 10, “Debt and Financing Arrangements” in Item 8—“Financial Statements and Supplementary Data.”

In order to manage interest rate exposure, the Company historically utilized interest rate swaps to convert fixed-rate debt to floating. These derivatives were primarily accounted for as fair value hedges. Accordingly, changes in the fair value of these derivatives, along with changes in the fair value of the hedged debt obligations that were attributable to the hedged risk, were recognized in current period earnings.

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The following table presents additional information related to interest rate contracts designated as fair value hedges by the Company (these derivatives were terminated as part of the Merger agreement):

	April 28, 2013			April 29, 2012
	(Dollars in millions)
Pay floating swaps—notional amount	$	160		$	160
Net unrealized gains	$	33		$	36
Weighted average maturity (years)	7.2			8.2
Weighted average receive rate	5.87		%	6.09		%
Weighted average pay rate	1.48		%	1.57		%

Prior to the Merger date, Merger Subsidiary entered into interest rate swaps to mitigate exposure to variable rate debt that was raised to finance the acquisition. These agreements were not designated as hedging instruments prior to the acquisition date, and as such, we recognized the fair value of these instruments as an asset with income of $118 million in the Successor period. As a result of the Merger and the transactions entered into in connection therewith, we have assumed the liabilities and obligations of Merger Subsidiary. Upon consummation of the acquisition, these interest rate swaps with an aggregate notional amount of $9 billion met the criteria for hedge accounting and were designated as hedges of future interest payments. The net unrealized gains on the interest rate swaps was $148 million as of December 29, 2013 and the weighted average maturity of the contracts is 6.2 years. The swap agreements do not become effective until January 2, 2015, therefore there have been no amounts exchanged through the eight months ended December 29, 2013.

The Company entered into a three-year total rate of return swap with an unaffiliated international financial institution during the third quarter of Fiscal 2012 with a notional amount of $119 million. This instrument was being used as an economic hedge to reduce the interest cost related to the Company's $119 million remarketable securities. The swap was being accounted for on a full mark-to-market basis through current earnings, with gains and losses recorded as a component of interest income. As a result of the Merger, the remarketable securities were repaid and the associated total rate of return swap was terminated. During the fiscal year ended April 28, 2013, the Company recorded a $2 million reduction in interest income, representing changes in the fair value of the swap and interest earned on the arrangement. Net unrealized losses totaled $1 million as of April 28, 2013. In connection with this swap, the Company was required to maintain a restricted cash collateral balance of $34 million with the counterparty for the term of the swap. See Note 15, “Derivative Financial Instruments and Hedging Activities” in Item 8-“Financial Statements and Supplementary Data” for additional information.

The Company had outstanding cross-currency interest rate swaps with a total notional amount of $316 million and $386 million as of April 28, 2013 and April 29, 2012, respectively, which were designated as cash flow hedges of the future payments of loan principal and interest associated with certain foreign denominated variable rate debt obligations. As a result of the merger, these contracts were terminated in May 2013. As a result of exchange rate movement between the Japanese Yen and the U.S. Dollar throughout the fiscal year, net losses of $70 million on the cross-currency derivatives were reclassified from other comprehensive loss to other expense, net during Fiscal 2013. This net loss on the derivative was offset by a currency gain on the principal balance of the underlying debt obligation. Net unrealized (losses)/gains related to these swaps totaled $(72) million and $20 million as of April 28, 2013 and April 29, 2012, respectively.

Effect of Hypothetical 10% Fluctuation in Market Prices:  As of December 29, 2013, the potential gain or loss in the fair value of the Company’s outstanding foreign currency contracts, interest rate contracts and cross-currency interest rate swaps assuming a hypothetical 10% fluctuation in currency and swap rates would be approximately:

	Fair Value Effect
	(In millions)
Foreign currency contracts	$	27
Interest rate swap contracts	$	82
Cross-currency interest rate swaps	$	1,068

However, it should be noted that any change in the fair value of the contracts, real or hypothetical, would be significantly offset by an inverse change in the value of the underlying hedged items. In relation to currency contracts, this hypothetical calculation assumes that each exchange rate would change in the same direction relative to the U.S. dollar.

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Venezuela- Foreign Currency and Inflation

The Company applies highly inflationary accounting to its business in Venezuela. Under highly inflationary accounting, the financial statements of our Venezuelan subsidiary are remeasured into the Company's reporting currency (U.S. dollars) and exchange gains and losses from the remeasurement of monetary assets and liabilities are reflected in current earnings, rather than accumulated other comprehensive loss on the balance sheet, until such time as the economy is no longer considered highly inflationary. The impact of applying highly inflationary accounting for Venezuela on our consolidated financial statements is dependent upon movements in the official exchange rate between the Venezuelan bolivar fuerte and the U.S. dollar and the amount of net monetary assets and liabilities included in our subsidiary's balance sheet.

On March 18, 2013, the Venezuelan government announced the creation of a new foreign exchange mechanism called the Complimentary System of Foreign Currency Acquirement (or SICAD, which stands for Sistema Complimentario de Administración de Divisas). It operates similar to an auction system and allows entities in specific sectors to bid for U.S. dollar to be used for specified import transactions. In December 2013, the regulation that created the SICAD mechanism was amended to require the Central Bank of Venezuela to include on its website the weekly average exchange rate implied by transactions settled via the SICAD auction mechanism. For the weeks of December 23 and December 30, 2013, the SICAD rate posted on the website of the Central Bank of Venezuela was 11.3 BsF/US$. The Company settles its foreign currency denominated payables through the Venezuelan currency exchange board, known as CADIVI. In January 2014, the Venezuelan government announced the formation of the National Center of Foreign Trade (CENCOEX) to replace CADIVI. In addition, the government changed SICAD to include certain types of transactions, including dividends and royalties. The Company has never participated in the SICAD mechanism and has no plans to do so. As a result, the official exchange rate will continue to be used to remeasure the financial statements into U. S. dollars.

On February 8, 2013, the Venezuelan government announced the devaluation of its currency relative to the U.S. dollar, changing the official exchange rate from 4.30 to 6.30 BsF/US$. As a result, the Company recorded a $43 million pre-tax currency translation loss, which was reflected within other expense, net, on the consolidated statement of income during the fourth quarter of Fiscal 2013 ($39 million after-tax loss).

During Fiscal 2012, the Venezuelan government announced that it will be instituting price controls on a number of food and personal care products sold in the country.   Such controls have impacted the products that the Company currently sells within this country. In Fiscal 2013, sales in Venezuela represented approximately 3% of the Company's total sales.

The amount of net monetary assets and liabilities included in our subsidiary's balance sheet was $109 million at December 29, 2013 translated at the official exchange rate of 6.30 BsF/US$.

Recently Issued Accounting Standards

See Note 3 to the Consolidated Financial Statements in Item 8-“Financial Statements and Supplementary Data” of this Form 10-K.

Non-GAAP Measures

Included in this report are measures of financial performance that are not defined by generally accepted accounting principles in the United States (“GAAP”). Each of the measures is used in reporting to the Company's executive management and as a component of the Board of Directors' measurement of the Company's performance for incentive compensation purposes. Management and the Board of Directors believed that these measures provided useful information to investors, and included these measures in other communications to investors.

For each of these non-GAAP financial measures, a reconciliation of the differences between the non-GAAP measure and the most directly comparable GAAP measure has been provided. In addition, an explanation of why management believes the non-GAAP measure provides useful information to investors and any additional purposes for which management uses the non-GAAP measure are provided below. These non-GAAP measures should be viewed in addition to, and not in lieu of, the comparable GAAP measure.

Results Excluding Special Items

Management believes that this measure provides useful information to investors because it is the profitability measure used to evaluate earnings performance on a comparable year-over-year basis.

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Transition Period Results Excluding Charges for Productivity Initiatives and Merger Related Costs

The adjustments were charges in the transition period for productivity initiatives and merger related costs that, in management's judgment, significantly affect the year-over-year assessment of operating results. See "The Merger" and “Transition Period Productivity Initiatives” sections for further explanation of these charges and the following reconciliation of the Company's Successor and Predecessor results excluding charges for merger related costs and productivity initiatives to the relevant GAAP measure.

	Successor
	February 8 - December 29, 2013
(Continuing Operations)	Sales		Gross Profit		SG&A		Merger Related Costs		Operating (Loss) / Income			Unrealized gain on derivative instruments		Pre-Tax (Loss) / Income			Net (Loss) / Income attributable to H.J. Heinz Company
	(In thousands)
Reported results	$	6,239,562	$	1,651,771	$	1,501,807	$	157,938	$	(7,974	)	$	117,934	$	(297,705	)	$	(71,385	)
Charges for productivity initiatives and merger related costs, and unrealized gain on derivative instruments	—		168,667		239,332		157,938		565,936			117,934		475,142			336,547
Results excluding charges for productivity initiatives and merger related costs, and unrealized gain on derivative instruments	$	6,239,562	$	1,820,438	$	1,262,475	$	—	$	557,962		$	—	$	177,437		$	265,162

	Predecessor
	April 29 - June 7, 2013
(Continuing Operations)	Sales		Gross Profit		SG&A		Merger Related Costs		Operating Income		Pre-Tax (Loss) / Income			Net Loss attributable to H.J. Heinz Company
	(In thousands)
Reported results	$	1,112,872	$	383,335	$	243,364	$	112,188	$	27,783	$	(130,327	)	$	(194,298	)
Charges for productivity initiatives and merger related costs	—		5,725		317		112,188		118,230		247,598			180,643
Results excluding charges for productivity initiatives and merger related costs	$	1,112,872	$	389,060	$	243,047	$	—	$	146,013	$	117,271		$	(13,655	)

There were no such adjustments in the eight months ended December 23, 2012.

Fiscal 2013 Results Excluding Special Items

The special items are charges in Fiscal 2013 related to the following that, in management's judgment, significantly affect the year-over-year assessment of operating results:

• Transaction-related costs, including legal, accounting and other professional fees, recorded during the fourth quarter of Fiscal 2013 as a result of the Merger. See Note 4, “Merger and Acquisition” in Item 8- “Financial Statements and Supplementary Data” for further explanation.

• A charge primarily related to asset write-downs for the closure of a factory in South Africa.

• A currency translation loss recorded in our Venezuelan business due to a devaluation of its currency relative to the U.S. dollar during the fourth quarter of Fiscal 2013. See Note 20, "Venezuela- Foreign Currency" in Item 8—"Financial Statement and Supplementary Data" for further explanation.

• A charge for the Company's early settlement of the earn-out payment that was due in 2014 related to the Fiscal 2011 acquisition of Foodstar. See Note 13, "Fair Value Measurements" in Item 8—"Financial Statement and Supplementary Data" for further explanation.

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The following is the reconciliation of the Company's Fiscal 2013 results excluding these charges to the relevant GAAP measures.

	Fiscal Year Ended
	April 28, 2013
(Continuing Operations)	Sales	Gross Profit	SG&A	Operating Income	Pre-Tax Income	Net Income attributable to H.J. Heinz Company
	(Amounts in thousands except per share amounts)
Reported results	$11,528,886	$4,195,470	$2,533,819	$1,661,651	$1,343,643	$1,087,615
Merger related costs	—	—	44,814	44,814	44,814	27,752
Charge for South Africa factory closure	—	3,543	—	3,543	3,543	2,550
Currency translation loss in Venezuela	—	—	—	—	42,698	39,132
Charge for settlement of Foodstar earn-out	—	—	12,081	12,081	12,081	12,081
Results excluding special items	$11,528,886	$4,199,013	$2,476,924	$1,722,089	$1,446,779	$1,169,130

(Totals may not add due to rounding)

Fiscal 2012 Results Excluding Charges for Productivity Initiatives

The adjustments were charges in Fiscal 2012 for productivity initiatives that, in management's judgment, significantly affect the year-over-year assessment of operating results. See the above “Fiscal 2012 Productivity Initiatives” section for further explanation of these charges and the following reconciliation of the Company's Fiscal 2012 results excluding charges for productivity initiatives to the relevant GAAP measure.

	Fiscal Year Ended
	April 29, 2012
(Continuing Operations)	Sales	Gross Profit	SG&A	Operating Income	Pre-Tax Income		Net Income attributable to H.J. Heinz Company
Reported results	$11,507,572	$3,994,789	$2,492,482	$1,502,307	$	1,236,089	$974,374
Charges for productivity initiatives	—	129,938	75,480	205,418	205,418		143,974
Results excluding charges for productivity initiatives	$11,507,572	$4,124,727	$2,417,002	$1,707,725	$	1,441,507	$1,118,348

EBITDA & Adjusted EBITDA (from Continuing Operations)

EBITDA is defined as earnings (net income or loss) before interest, taxes, depreciation and amortization, and is used by management to measure operating performance of the business. Adjusted EBITDA is a tool intended to assist our management in comparing our performance on a consistent basis for purposes of business decision-making by removing the impact of certain items that management believes do not directly reflect our core operations. These items include share-based compensation and non-cash compensation expense, other operating (income) expenses, net, and all other specifically identified costs associated with projects, transaction costs, restructuring and related professional fees.    EBITDA and Adjusted EBITDA are intended to provide additional information only and do not have any standard meaning prescribed by generally accepted accounting principles in the U.S. or U.S. GAAP. EBITDA and Adjusted EBITDA are not measurements of our financial performance under GAAP and should not be considered as alternatives to net income or other performance measures derived in accordance with GAAP, or as alternatives to cash flow from operating activities as measures of our liquidity.The Company’s definition of EBITDA may not be comparable to similarly titled measures used by other companies.

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We believe that EBITDA and adjusted EBITDA are useful to investors, analysts and other external users of our consolidated financial statements because they are widely used by investors to measure operating performance without regard to items such as income taxes, net interest expense, depreciation and amortization, non-cash stock compensation expense and other one-time items, which can vary substantially from company to company depending upon accounting methods and book value of assets, financing methods, capital structure and the method by which assets were acquired.

Because of their limitations, neither EBITDA nor adjusted EBITDA should be considered as a measure of discretionary cash available to us to reinvest in the growth of our business or as a measure of cash that will be available to us to meet our obligations. Additionally, our presentation of Adjusted EBITDA is different than Adjusted EBITDA as defined in our debt agreements.

	Successor			Predecessor
	February 8 - December 29, 2013			April 29 - June 7, 2013			April 30 - December 23, 2012 FY 2013			April 28, 2013
	(29 Weeks)			(6 Weeks)			(34 Weeks)			(52 Weeks)
	(In thousands)
(Loss)/income from continuing operations, net of tax	$	(66,082	)	$	(191,424	)	$	769,272		$	1,102,045
Interest expense, net	395,432			32,472			168,085			255,812
(Benefit from)/provision for income tax	(231,623		)	61,097			142,528			241,598
Depreciation, including accelerated depreciation for restructuring	230,987			35,880			194,420			302,057
Amortization	48,975			4,276			27,833			42,161
EBITDA	$	377,689		$	(57,699	)	$	1,302,138		$	1,943,673
Amortization of inventory step-up	383,300			—			—			—
Merger related costs	157,938			112,188			—			44,814
Severance related costs	283,142			—			—			—
Other special charges/(income)	61,830			(12,136		)	(5,798		)	584
Asset write downs	2,405			—			—			—
Unrealized gain on derivative instruments	(117,934		)	—			—			—
Loss from the extinguishment of debt	—			129,367			—			—
Other expense/(income), net	12,233			(3,729		)	5,216			62,196
Stock based compensation	4,800			4,318			36,600			51,000
Adjusted EBITDA	$	1,165,403		$	172,309		$	1,338,156		$	2,102,267

The decrease in (loss)/income from continuing operations, net of tax in the transition period was driven by productivity initiatives, merger related costs, and an increase in interest expense related to new borrowings under the new Senior Credit Facilities and the Notes. The decrease was partially offset by an unrealized gain on interest rate swap agreements that served as economic hedges of future interest payments on new borrowings and a decrease in income tax expense. Adjusted EBITDA for the transition period was flat versus the eight months of fiscal year 2013 as category softness and reduced promotional pricing mainly in the U.S. during the transition period along with one extra week of global sales to align with the new calendar year, was offset by one extra month of sales being reported in Brazil in the prior year as the subsidiary's fiscal reporting was conformed to the Company's fiscal period as the subsidiary no longer required an earlier closing date to facilitate timely reporting, the timing of sales in the U.K. related to the Project Keystone go-live in May, and unfavorable exchange translation rates.

Discussion of Significant Accounting Estimates

In the ordinary course of business, the Company has made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of its financial statements in conformity with GAAP. Actual results could differ significantly from those estimates under different assumptions and conditions. The Company believes that the following discussion addresses its most critical accounting policies, which are those that are most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

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Marketing Costs—Trade promotions are an important component of the sales and marketing of the Company’s products and are critical to the support of the business. Trade promotion costs include amounts paid to retailers to offer temporary price reductions for the sale of the Company’s products to consumers, amounts paid to obtain favorable display positions in retailers’ stores, and amounts paid to customers for shelf space in retail stores. Accruals for trade promotions are initially recorded at the time of sale of product to the customer based on an estimate of the expected levels of performance of the trade promotion, which is dependent upon factors such as historical trends with similar promotions, expectations regarding customer participation, and sales and payment trends with similar previously offered programs. Our original estimated costs of trade promotions may change in the future as a result of changes in customer participation, particularly for new programs and for programs related to the introduction of new products. We perform monthly evaluations of our outstanding trade promotions, making adjustments where appropriate to reflect changes in estimates. Settlement of these liabilities typically occurs in subsequent periods primarily through an authorization process for deductions taken by a customer from amounts otherwise due to the Company. As a result, the ultimate cost of a trade promotion program is dependent on the relative success of the events and the actions and level of deductions taken by the Company’s customers for amounts they consider due to them. Final determination of the permissible deductions may take extended periods of time and could have a significant impact on the Company’s results of operations depending on how actual results of the programs compare to original estimates.

We offer coupons to consumers in the normal course of our business. Expenses associated with this activity, which we refer to as coupon redemption costs, are accrued in the period in which the coupons are offered. The initial estimates made for each coupon offering are based upon historical redemption experience rates for similar products or coupon amounts. We perform monthly evaluations of outstanding coupon accruals that compare actual redemption rates to the original estimates. We review the assumptions used in the valuation of the estimates and determine an appropriate accrual amount. Adjustments to our initial accrual may be required if actual redemption rates vary from estimated redemption rates.

Long-lived Assets, including Property, Plant and Equipment—Long-lived assets are recorded at their respective cost basis on the date of acquisition. Buildings, equipment and leasehold improvements are depreciated on a straight-line basis over the estimated useful life of such assets. The Company reviews long-lived assets, including intangibles with finite useful lives, and property, plant and equipment, whenever circumstances change such that the recorded value of an asset, or asset group, may not be recoverable. Factors that may affect recoverability include changes to the planned use of the asset and the closing of facilities. The estimates implicit in a recoverability test require significant judgment on the part of management, and require assumptions that can include: future volume trends and revenue and expense growth rates developed in connection with the Company's internal projections and annual operating plans, and in addition, external factors such as changes in macroeconomic trends. As each is management's best estimate on then available information, resulting estimates may differ from actual cash flows and estimated fair values. When the carrying value of an asset, or asset group, exceeds the future undiscounted cash flows, an impairment is indicated and the asset is written down to its fair value.

Goodwill and Indefinite-Lived Intangibles—Carrying values of goodwill and intangible assets with indefinite lives are reviewed for impairment at least annually, or when circumstances indicate that a possible impairment may exist. Indicators such as unexpected adverse economic factors, unanticipated technological change or competitive activities, decline in expected cash flows, lower growth rates, loss of key personnel, and changes in regulation, may signal that an asset has become impaired.

All goodwill is assigned to reporting units, which are primarily one level below our operating segments. Goodwill is assigned to the reporting unit that benefits from the cash flows arising from each business combination. The Company performs its impairment tests of goodwill at the reporting unit level. Subsequent to the Merger no annual impairment tests have yet been carried out but must be performed within 12 months of the date of the Merger. The Company tests goodwill for impairment by either performing a qualitative evaluation or a two-step quantitative test. The qualitative evaluation is an assessment of factors, including reporting unit specific operating results as well as industry, market and general economic conditions, to determine whether it is more likely than not that the fair values of a reporting unit is less than its carrying amount, including goodwill. The Company may elect to bypass this qualitative assessment for some or all of its reporting units and perform a two-step quantitative test.

The Company's estimates of fair value when testing for impairment of both goodwill and intangible assets with indefinite lives under the quantitative assessment are based on a discounted cash flow model as management believes forecasted cash flows are the best indicator of fair value. A number of significant assumptions and estimates are involved in the application of the discounted cash flow model, including future volume trends, revenue and expense growth rates, terminal growth rates, weighted-average cost of capital, tax rates, capital spending and working capital changes. The assumptions used in the discounted cash flow models are determined utilizing historical data, current and anticipated market conditions, product category growth rates, management plans, and market comparables. Most of these assumptions vary among the reporting units, but generally, higher assumed growth rates and discount rates are utilized for tests of reporting units for which the principal market is an emerging market compared to those for which the principal market is a developed market. For each of the reporting units tested quantitatively in Fiscal 2013, we used a market-participant, risk-adjusted-weighted-average cost of capital to discount the projected cash flows of those operations or assets. Such discount rates ranged from 7% to 15% in Fiscal 2013. Management believes the assumptions

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used for the impairment evaluation are consistent with those that would be utilized by market participants performing similar valuations of our reporting units. For years prior to the Merger, we validated our fair values for reasonableness by comparing the sum of the fair values for all of our reporting units to our market capitalization and a reasonable control premium.

During the second quarter of Fiscal 2013, the Company changed its annual goodwill impairment testing date from the fourth quarter to the third quarter of each year. As such, the Company completed its annual review of goodwill during the third quarter of Fiscal 2013. We performed a qualitative assessment over nine of the Company's 19 reporting units. The results of the quantitative tests performed for these nine reporting units in prior periods were considered, and these tests each indicated that the fair values of these reporting units significantly exceeded their carrying amounts. We concluded that there were no significant events in Fiscal 2013 which had a material impact on the fair values of these reporting units.

For the reporting units which were tested quantitatively, the fair values of each reporting unit significantly exceeded their carrying values. No impairments related to continuing operations were identified during the Company's annual assessment of goodwill.

Indefinite-lived intangible assets are tested for impairment by either performing a qualitative evaluation or a quantitative calculation of fair value and comparison to carrying amount. The qualitative evaluation is an assessment of factors including, but not limited to, changes in management, overall financial performance, and other entity-specific events. The objective of the qualitative evaluation is to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. The Company can choose to perform the qualitative assessment on none, some, or all of its indefinite-lived intangible assets. During the fourth quarter of Fiscal 2013, the Company completed its annual review of indefinite-lived intangible assets. No impairments were identified during the Company's annual assessment of indefinite-lived intangible assets.

As a result of the Merger, the carrying value of the Company's goodwill and indefinite-lived intangible assets has increased substantially and therefore the Company's exposure to impairment has increased.  The Company has not performed an annual impairment test for goodwill or indefinite-lived intangible assets in the transition period ended December 29, 2013 and has not identified any interim impairment triggers subsequent to the Merger, however, the Company will be required to perform an annual impairment test within one year of the Merger (before June 2014).  Fair value estimates used in testing for impairment of goodwill and indefinite-lived intangible assets require judgment and are sensitive to changes in underlying assumptions.  Examples of events or circumstances that could reasonably be expected to have an adverse effect on underlying key assumptions and estimated fair value of our reporting units and brands would include a significant decrease in projected future revenues and cash flows, failure to realize all of our projected cost savings, significant prolonged weakness in demand for our products in a specific market or category, adverse competitive pressures that affect our longer term volume and pricing trends and volatility in the equity and debt markets or other country specific factors which could result in a higher discount rate.

Retirement Benefits—The Company sponsors pension and other retirement plans in various forms covering substantially all employees who meet eligibility requirements. Several actuarial and other factors that attempt to anticipate future events are used in calculating the expense and obligations related to the plans. These factors include assumptions about the discount rate, expected return on plan assets, turnover rates and rate of future compensation increases as determined by the Company, within certain guidelines. In addition, the Company uses best estimate assumptions, provided by actuarial consultants, for withdrawal and mortality rates to estimate benefit expense. The financial and actuarial assumptions used by the Company may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates or longer or shorter life spans of participants. These differences may result in a significant impact to the amount of pension expense recorded by the Company.

The Company recognized pension (income)/expense related to defined benefit programs of $33 million, $17 million, $(4) million, $25 million, and $27 million for the Successor period February 8, 2013 to December 29, 2013, the Predecessor period April 29, 2013 to June 7, 2013, and fiscal years 2013, 2012, and 2011 respectively, which reflected expected return on plan assets of $116 million, $29 million, $251 million, $235 million, and $229 million, respectively. The Company contributed $152 million and $7 million to the defined benefit plans in the Successor period February 8, 2013 to December 29, 2013 and the Predecessor period April 29, 2013 to June 7, 2013, respectively. The Company contributed $69 million to its pension plans in Fiscal 2013 and $23 million in Fiscal 2012. The Company expects to contribute approximately $67 million to its pension plans in Calendar Year 2014.

One of the significant assumptions for pension plan accounting is the expected rate of return on pension plan assets. Over time, the expected rate of return on assets should approximate actual long-term returns. In developing the expected rate of return, the Company considers average real historic returns on asset classes, the investment mix of plan assets, investment manager performance and projected future returns of asset classes developed by respected advisors. When calculating the expected return on plan assets, the Company primarily uses a market-related-value of assets that spreads asset gains and losses (difference between

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actual return and expected return) uniformly over 3 years. The weighted average expected rate of return on plan assets used to calculate annual expense was 6.2% for the Successor Period ended December 29, 2013, 8.1% for the Predecessor Period ended June 7, 2013 and the year ended April 28, 2013, and 8.2% for the years ended April 29, 2012 and April 27, 2011. For purposes of calculating expense for 2014, the weighted average rate of return will be 6.2%.

Another significant assumption used to value benefit plans is the discount rate. The discount rate assumptions used to value pension and postretirement benefit obligations reflect the rates available on high quality fixed income investments available (in each country where the Company operates a benefit plan) as of the measurement date. The Company uses bond yields of appropriate duration for each country by matching it with the duration of plan liabilities. The weighted average discount rate used to measure the projected benefit obligation was 4.5% for the Successor Period ended December 29, 2013, 4.1% for the Predecessor Period ended June 7, 2013, 4.0% for the year ended April 28, 2013, and 4.8% for the year ended April 29, 2012.

Deferred gains and losses result from actual experience differing from expected financial and actuarial assumptions. The pension plans currently have a deferred gain of $99.5 million at December 29, 2013. Deferred gains and losses outside the corridor are amortized through the actuarial calculation into annual expense over the estimated average remaining service period of plan participants, which is currently 10 years. However, if all or almost all of a plan’s participants are inactive, deferred gains and losses are amortized through the actuarial calculation into annual expense over the estimated average remaining life expectancy of the inactive participants.

The Company’s investment policy provides general guidelines to assist plan fiduciaries in making certain decisions with respect to the investment of Plan assets. Those guidelines primarily relate to the selection and monitoring of investment vehicles, investment managers and asset allocation strategies.

The Company’s defined benefit pension plans’ weighted average actual and target asset allocation at December 29, 2013 and April 28, 2013 were as follows:

	Plan Assets at				Target Allocation at
Asset Category	December 29, 2013		April 28, 2013		December 29, 2013		April 28, 2013
Equity securities	53	%	62	%	58	%	58	%
Debt securities	26	%	29	%	33	%	33	%
Real estate	8	%	8	%	8	%	8	%
Cash and cash equivalents	13	%	1	%	1	%	1	%
	100	%	100	%	100	%	100	%

The Company also provides certain postretirement health care benefits. The postretirement health care benefit expense and obligation are determined using the Company’s assumptions regarding health care cost trend rates. The health care trend rates are developed based on historical cost data, the near-term outlook on health care trends and the likely long-term trends. The postretirement health care benefit obligation at December 29, 2013 was determined using an average initial health care trend rate of 6.0% which gradually decreases to an average ultimate rate of 4.8% in 8 years. A one percentage point increase in the assumed health care cost trend rate would increase the service and interest cost components of annual expense by $0.9 million and increase the benefit obligation by $15.7 million. A one percentage point decrease in the assumed health care cost trend rates would decrease the service and interest cost by $0.8 million and decrease the benefit obligation by $14.2 million.

Sensitivity of Assumptions

If we assumed a 100 basis point change in the following rates, the Company’s 2014 projected benefit obligation and expense would increase (decrease) by the following amounts (in millions):

38

	100 Basis Point
	Increase	Decrease
Pension benefits
Discount rate used in determining projected benefit obligation	$(417)	$519
Discount rate used in determining net pension expense	< $1	$(5)
Long-term rate of return on assets used in determining net pension expense	$(19)	$19
Other benefits
Discount rate used in determining projected benefit obligation	$(18)	$20
Discount rate used in determining net benefit expense	< $1	< $1

Income Taxes—The Company computes its annual tax rate based on the statutory tax rates and tax planning opportunities available to it in the various jurisdictions in which it earns income. Significant judgment is required in determining the Company’s annual tax rate and in evaluating uncertainty in its tax positions. The Company recognizes a benefit for tax positions that it believes will more likely than not be sustained upon examination. The amount of benefit recognized is the largest amount of benefit that the Company believes has more than a 50% probability of being realized upon settlement. The Company regularly monitors its tax positions and adjusts the amount of recognized tax benefit based on its evaluation of information that has become available since the end of its last financial reporting period. The annual tax rate includes the impact of these changes in recognized tax benefits. When adjusting the amount of recognized tax benefits the Company does not consider information that has become available after the balance sheet date, but does disclose the effects of new information whenever those effects would be material to the Company’s financial statements. The difference between the amount of benefit taken or expected to be taken in a tax return and the amount of benefit recognized for financial reporting represents unrecognized tax benefits. These unrecognized tax benefits are presented in the balance sheet principally within other non-current liabilities.

The Company records valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized. When assessing the need for valuation allowances, the Company considers future taxable income and ongoing prudent and feasible tax planning strategies. Should a change in circumstances lead to a change in judgment about the realizability of deferred tax assets in future years, the Company would adjust related valuation allowances in the period that the change in circumstances occurs, along with a corresponding increase or charge to income.

The Company has a significant amount of undistributed earnings of foreign subsidiaries that are considered to be indefinitely reinvested. Our intent is to continue to reinvest these earnings to support our priorities for growth in international markets and our current plans do not demonstrate a need to repatriate them to fund our U.S. operations. If we decided at a later date to repatriate these funds to the U.S., the Company would be required to provide taxes on these amounts based on the applicable U.S. tax rates net of credits for foreign taxes already paid. The Company has not determined the deferred tax liability associated with these undistributed earnings, as such determination is not practicable. The Company believes it is not practicable to calculate the deferred tax liability associated with these undistributed earnings as there is a significant amount of uncertainty with respect to the tax impact resulting from the significant judgment required to analyze the amount of foreign tax credits attributable to the earnings, the potential timing of any distributions, as well as the local withholding tax and other indirect tax consequences that may arise due to the potential distribution of these earnings. While we continue to expect to reinvest a substantial portion of the prior and future earnings of our foreign subsidiaries in our international operations, as of the Acquisition date we determined that a portion of our accumulated undistributed foreign earnings are likely to be needed to meet U.S. cash needs. For the portion of unremitted foreign earnings preliminarily determined not to be permanently reinvested, a deferred tax liability of approximately $342 million is recorded at December 29, 2013. The Company currently anticipates repatriating the majority of the earnings which are no longer permanently reinvested during 2014. The Company has not yet finalized its estimate of acquisition date deferred taxes associated with repatriation plans and further adjustments of this estimate may be made as the purchase price allocation is finalized during the measurement period.

Input Costs

In general, the effects of cost inflation may be experienced by the Company in future periods. During the Successor period February 8, 2013 to December 29, 2013, the Predecessor period April 29, 2013 to June 7, 2013, and Fiscals 2013, 2012, and 2011, the Company experienced wide-spread inflationary increases in commodity input costs, which is expected to continue in the year ended December 28, 2014. Price increases and continued productivity improvements are expected to more than offset these cost increases.

39

Stock Market Information

Prior to the Fiscal 2013 year end, H. J. Heinz Company common stock was traded principally on The New York Stock Exchange under the symbol HNZ. As a result of the Merger, the common stock of the Company is now privately held by a subsidiary of Parent, the sole shareholder of the Company. The Company's stock is no longer traded on The New York Stock Exchange or any other stock exchange or public market. As a result Earnings per share information has not been presented.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

This information is set forth in this report in Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 29 through 31.

40

Item 8. Financial Statements and Supplementary Data.

TABLE OF CONTENTS

Report of Management on Internal Control over Financial Reporting	42
Report of Independent Registered Public Accounting Firm (Successor)	43
Report of Independent Registered Public Accounting Firm (Predecessor)	44
Consolidated Statements of Income	45
Consolidated Statements of Comprehensive Income	46
Consolidated Balance Sheets	47
Consolidated Statements of Equity	49
Consolidated Statements of Cash Flows	51
Notes to Consolidated Financial Statements	52

41

Report of Management on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our Board of Directors, management and other personnel, 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 in the United States of America, and includes those policies and procedures that:

(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles;

(3) Provide reasonable assurance that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

(4) 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.

Management has used the framework set forth in the report entitled “Internal Control—Integrated Framework" (1992) published by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of the Company’s internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Based on this evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of the end of the most recent fiscal year.

/s/  Bernardo Hees

Chief Executive Officer

/s/  Paulo Basilio

Chief Financial Officer

March 7, 2014

42

Report of Independent Registered Public Accounting Firm (Successor)

To Shareholders and Board of Directors of H.J. Heinz Company:

In our opinion, the accompanying consolidated balance sheet and the related consolidated statement of operations, comprehensive income (loss), equity and cash flows present fairly, in all material respects, the financial position of H.J. Heinz Company and its subsidiaries ("Successor Company") atDecember 29, 2013, and the results of their operations and their cash flows for the period from February 8, 2013 through December 29, 2013in 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. These financial statements and the financial statement schedule are the responsibility of the Successor Company’s management. Our responsibility is to express an opinion on these financial statements and the financial statement schedule based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes 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. We believe that our audit provides a reasonable basis for our opinion.

/s/  PRICEWATERHOUSECOOPERS LLP

Pittsburgh, Pennsylvania

March 7, 2014

43

Report of Independent Registered Public Accounting Firm (Predecessor)

To Shareholders and Board of Directors of H.J. Heinz Company:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, comprehensive income (loss), equity and cash flows present fairly, in all material respects, the financial position of H.J. Heinz Company and its subsidiaries ("Predecessor Company") atApril 28, 2013 and April 29, 2012, and the results of their operations and their cash flows for the period from April 29, 2013 to June 7, 2013 and for each of the three years in the period ended April 28, 2013 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. These financial statements and the financial statement schedule are the responsibility of the Predecessor Company’s management. Our responsibility is to express an opinion on these financial statements and the financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes 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. We believe that our audits provide a reasonable basis for our opinion.

/s/  PRICEWATERHOUSECOOPERS LLP

Pittsburgh, Pennsylvania

March 7, 2014

44

H. J. Heinz Company and Subsidiaries

Consolidated Statements of Operations

	Successor			Predecessor
	February 8 - December 29, 2013			April 29 - June 7, 2013			April 28, 2013			April 29, 2012			April 27, 2011
	(29 Weeks)			(6 Weeks)			(52 Weeks)			(52 1/2 Weeks)			(52 Weeks)
	(In thousands)
Sales	$	6,239,562		$	1,112,872		$	11,528,886		$	11,507,572		$	10,558,636
Cost of products sold	4,587,791			729,537			7,333,416			7,512,783			6,614,259
Gross profit	1,651,771			383,335			4,195,470			3,994,789			3,944,377
Selling, general and administrative expenses	1,501,807			243,364			2,489,005			2,492,482			2,256,739
Merger related costs	157,938			112,188			44,814			—			—
Operating (loss)/income	(7,974		)	27,783			1,661,651			1,502,307			1,687,638
Interest income	13,071			2,878			27,795			34,547			22,548
Interest expense	408,503			35,350			283,607			293,009			272,660
Unrealized gain on derivative instruments	117,934			—			—			—			—
Other expense, net	(12,233		)	(125,638		)	(62,196		)	(7,756		)	(21,204		)
(Loss)/income from continuing operations before income taxes	(297,705		)	(130,327		)	1,343,643			1,236,089			1,416,322
(Benefit from)/provision for income taxes	(231,623		)	61,097			241,598			244,966			370,817
(Loss)/income from continuing operations	(66,082		)	(191,424		)	1,102,045			991,123			1,045,505
Loss from discontinued operations, net of tax	(5,636		)	(1,273		)	(74,712		)	(51,215		)	(39,557		)
Net (loss)/income	(71,718		)	(192,697		)	1,027,333			939,908			1,005,948
Less: Net income attributable to the noncontrolling interest	5,303			2,874			14,430			16,749			16,438
Net (loss)/income attributable to H. J. Heinz Company	$	(77,021	)	$	(195,571	)	$	1,012,903		$	923,159		$	989,510
Amounts attributable to H. J. Heinz Company common shareholders:
(Loss)/income from continuing operations, net of tax	$	(71,385	)	$	(194,298	)	$	1,087,615		$	974,374		$	1,029,067
Loss from discontinued operations, net of tax	(5,636		)	(1,273		)	(74,712		)	(51,215		)	(39,557		)
Net (loss)/income	$	(77,021	)	$	(195,571	)	$	1,012,903		$	923,159		$	989,510

See Notes to Consolidated Financial Statements

45

H. J. Heinz Company and Subsidiaries

Consolidated Statements of Comprehensive Income/(Loss)

	Successor			Predecessor
	February 8 - December 29, 2013			April 29 - June 7, 2013			April 28, 2013			April 29, 2012			April 27, 2011
	(29 Weeks)			(6 Weeks)			(52 Weeks)			(52 1/2 Weeks)			(52 Weeks)
	(In thousands)
Net (loss)/income	$	(71,718	)	$	(192,697	)	$	1,027,333		$	939,908		$	1,005,948
Other comprehensive income/(loss), net of tax:
Foreign currency translation adjustments	11,247			(97,863		)	(228,980		)	(377,491		)	567,876
Net pension and post-retirement benefit gains/ (losses)	102,452			—			(189,302		)	(258,079		)	77,298
Reclassification of net pension and post-retirement benefit losses to net income	—			7,266			54,833			56,813			53,353
Net deferred gains/(losses) on derivatives from periodic revaluations	111,196			(1,059		)	(11,743		)	30,377			9,395
Net deferred (gains)/losses on derivatives reclassified to earnings	(2,743		)	6,552			29,608			(13,811		)	(20,794		)
Total comprehensive income/(loss)	150,434			(277,801		)	681,749			377,717			1,693,076
Comprehensive loss/(income) attributable to the noncontrolling interest	5,555			1,193			1,344			734			(21,373		)
Comprehensive income attributable to H.J. Heinz Company	$	155,989		$	(276,608	)	$	683,093		$	378,451		$	1,671,703

See Notes to Consolidated Financial Statements

46

H. J. Heinz Company and Subsidiaries

Consolidated Balance Sheets

	Successor		Predecessor
	December 29, 2013		April 28, 2013 FY 2013		April 29, 2012 FY 2012
	(In thousands)
Assets
Current assets:
Cash and cash equivalents	$	2,458,992	$	2,476,699	$	1,330,441
Trade receivables (net of allowances: $684, $7,957 and $10,680)	1,099,655		872,864		815,600
Other receivables (net of allowances: $98, $360 and $607)	244,528		200,988		177,910
Inventories:
Finished goods and work-in-process	1,138,373		1,076,779		1,082,317
Packaging material and ingredients	297,023		255,918		247,034
Total inventories	1,435,396		1,332,697		1,329,351
Prepaid expenses	145,096		160,658		174,795
Other current assets	60,458		91,656		54,139
Total current assets	5,444,125		5,135,562		3,882,236
Property, plant and equipment:
Land	225,577		78,800		81,185
Buildings and leasehold improvements	617,413		996,719		1,009,379
Equipment, furniture and other	1,986,501		4,283,570		4,175,997
	2,829,491		5,359,089		5,266,561
Less accumulated depreciation	165,999		2,900,288		2,782,423
Total property, plant and equipment, net	2,663,492		2,458,801		2,484,138
Other non-current assets:
Goodwill	15,070,062		3,079,250		3,185,527
Trademarks, net	12,130,873		1,037,283		1,090,892
Other intangibles, net	2,358,781		378,187		407,802
Other non-current assets	1,305,015		849,924		932,698
Total other non-current assets	30,864,731		5,344,644		5,616,919
Total assets	$	38,972,348	$	12,939,007	$	11,983,293

See Notes to Consolidated Financial Statements

47

H. J. Heinz Company and Subsidiaries

Consolidated Balance Sheets

	Successor			Predecessor
	December 29, 2013			April 28, 2013 FY 2013			April 29, 2012 FY 2012
	(In thousands)
Liabilities and Equity
Current liabilities:
Short-term debt	$	143,689		$	1,137,181		$	46,460
Portion of long-term debt due within one year	107,765			1,023,212			200,248
Trade payables	1,192,074			1,310,009			1,202,398
Other payables	148,193			182,828			146,414
Accrued interest	172,340			60,432			60,884
Accrued marketing	370,329			313,930			303,132
Other accrued liabilities	588,281			645,050			586,885
Income taxes	202,188			114,230			101,540
Total current liabilities	2,924,859			4,786,872			2,647,961
Long-term debt and other non-current liabilities:
Long-term debt	14,617,646			3,848,339			4,779,981
Deferred income taxes	4,160,903			678,565			817,928
Non-pension post-retirement benefits	196,372			240,319			231,452
Other non-current liabilities	529,425			506,562			581,390
Total long-term debt and other non-current liabilities	19,504,346			5,273,785			6,410,751
Commitments and contingent liabilities (See Note 18)
Redeemable noncontrolling interest	29,885			29,529			113,759
Equity:
Capital stock:
Third cumulative preferred, $1.70 first series, $10 par value	—			—			61
Common stock, 431,096 shares issued, $0.25 par value	—			107,774			107,774
Common stock, 100 shares issued, no par value	16,140,000			—			—
	16,140,000			107,774			107,835
Additional capital	1,427			608,504			594,608
(Accumulated deficit)/retained earnings	(77,021		)	7,907,033			7,567,278
Accumulated other comprehensive income/(loss)	233,010			(1,174,538		)	(844,728		)
	16,297,416			7,448,773			7,424,993
Less:
Treasury shares, at cost (109,831 shares at April 28, 2013 and 110,870 shares at April 29, 2012)	—			4,647,242			4,666,404
Total H.J. Heinz Company shareholders’ equity	16,297,416			2,801,531			2,758,589
Noncontrolling interest	215,842			47,290			52,233
Total equity	16,513,258			2,848,821			2,810,822
Total liabilities and equity	$	38,972,348		$	12,939,007		$	11,983,293

See Notes to Consolidated Financial Statements

48

H. J. Heinz Company and Subsidiaries

Consolidated Statements of Equity

	Successor				Predecessor
	February 8 - December 29, 2013				April 29 - June 7, 2013					April 28, 2013					April 29, 2012					April 27, 2011
	Shares	Dollars			Shares		Dollars			Shares		Dollars			Shares		Dollars			Shares		Dollars
	(In thousands, except per share amounts)
PREFERRED STOCK
Balance at beginning of period	—	—			—		—			6		$	61		7		$	69		7		$	70
Conversion of preferred into common stock	—	—			—		—			(6	)	(61		)	(1	)	(8		)	—		(1		)
Balance at end of period	—	—			—		—			—		—			6		61			7		69
Authorized shares- December 29, 2013	—	—
COMMON STOCK
Balance at beginning of period	—	—			431,096		107,774			431,096		107,774			431,096		107,774			431,096		107,774
Common stock issued to Holdings	100	16,500,000			—		—			—		—			—		—			—		—
Dividends Paid to Shareholder	—	(360,000		)	—		—			—		—			—		—			—		—
Balance at end of period	100	16,140,000			431,096		107,774			431,096		107,774			431,096		107,774			431,096		107,774
Authorized shares- December 29, 2013	100
ADDITIONAL CAPITAL
Balance at beginning of period		—					608,504					594,608					629,367					657,596
Conversion of preferred into common stock		—					—					(3,600		)			(539		)			(39		)
Stock options exercised, net of shares tendered for payment		—					(299		)	(3)		(7,204		)	(3)		(15,220		)	(3)		(26,482		)	(3)
Cancellation of stock options and restricted stock units		—					(178,287		)			—					—					—
Stock option expense		1,427					4,587					10,088					10,864					9,447
Restricted stock unit activity		—					(1,127		)			(5,837		)			4,305					(8,119		)
Purchase of subsidiary shares from noncontrolling interests(1)		—					—					18,956					(34,483		)			(2,411		)
Other, net		—					(48		)			1,493					314					(625		)
Balance at end of period		1,427					433,330					608,504					594,608					629,367
RETAINED EARNINGS
Balance at beginning of period		—					7,907,033					7,567,278					7,264,678					6,856,033
Net (loss)/income attributable to H.J. Heinz Company		(77,021		)			(195,571		)			1,012,903					923,159					989,510
Cash dividends:
Preferred (per share $1.70 per share in 2013, 2012 and 2011)		—					—					(8		)			(9		)			(12		)
Common (per share $2.06, $1.92, and $1.80 in 2013, 2012 and 2011, respectively)		—					—					(665,683		)			(619,095		)			(579,606		)
Purchase of subsidiary shares from noncontrolling interests(1)		—					—					(7,703		)			—					—
Other(4)		—					(15		)			246					(1,455		)			(1,247		)
Balance at end of period		(77,021		)			7,711,447					7,907,033					7,567,278					7,264,678
TREASURY STOCK
Balance at beginning of period	—	—			(109,830	)	(4,647,242		)	(110,871	)	(4,666,404		)	(109,819	)	(4,593,362		)	(113,404	)	(4,750,547		)
Shares reacquired	—	—			—		—			(2,431	)	(139,069		)	(3,860	)	(201,904		)	(1,425	)	(70,003		)
Conversion of preferred into common stock	—	—			—		—			79		3,661			12		547			1		40
Stock options exercised, net of shares tendered for payment	—	—			24		1,133			2,802		127,084			2,298		105,144			4,495		203,196
Restricted stock unit activity	—	—			8		351			443		20,618			303		14,087			296		13,756
Other, net(2)	—				1		36			148		6,868			195		9,084			218		10,196
Balance at end of period	—	$	—		(109,797	)	$	(4,645,722	)	(109,830	)	$	(4,647,242	)	(110,871	)	$	(4,666,404	)	(109,819	)	$	(4,593,362	)

(1) See Note No. 5 for further details.

(2) Includes activity of the Global Stock Purchase Plan.

(3) Includes income tax benefit resulting from exercised stock options.

(4) Includes unpaid dividend equivalents on restricted stock units.

See Notes to Consolidated Financial Statements

49

H. J. Heinz Company and Subsidiaries

Consolidated Statements of Equity

	Successor				Predecessor
	February 8 - December 29, 2013				April 29 - June 7, 2013				April 28, 2013				April 29, 2012				April 27, 2011
	Shares	Dollars			Shares	Dollars			Shares	Dollars			Shares	Dollars			Shares	Dollars
	(In thousands, except per share amounts)
ACCUMULATED OTHER COMPREHENSIVE (LOSS)/INCOME
Balance at beginning of period		$	—			$	(1,174,538	)		$	(844,728	)		$	(299,564	)		$	(979,581	)
Net pension and post-retirement benefit (losses)/gains		102,464				—				(189,294		)		(258,067		)		77,355
Reclassification of net pension and post-retirement benefit losses to net income		—				7,291				54,833				56,813				53,353
Foreign currency translation adjustments		22,548				(93,780		)		(197,126		)		(359,771		)		563,060
Net deferred (losses)/gains on derivatives from periodic valuations		110,686				(1,099		)		(11,736		)		30,405				9,790
Net deferred losses/(gains) on derivatives reclassified to earnings		(2,688		)		6,551				29,646				(14,088		)		(21,365		)
Purchase of subsidiary shares from noncontrolling interests(1)		—				—				(16,133		)		(456		)		(2,176		)
Balance at end of period		233,010				(1,255,575		)		(1,174,538		)		(844,728		)		(299,564		)
TOTAL H.J. HEINZ COMPANY SHAREHOLDERS’ EQUITY		16,297,416				2,351,254				2,801,531				2,758,589				3,108,962
NONCONTROLLING INTEREST
Balance at beginning of period		—				47,290				52,233				73,504				57,151
Fair Value of Noncontrolling Interest as of June 8, 2013		230,000				—				—				—				—
Net income attributable to the noncontrolling interest		4,823				2,900				12,925				15,884				16,438
Other comprehensive income/(loss), net of tax:
Net pension and post-retirement benefit losses		(12		)		—				(8		)		(12		)		(57		)
Foreign currency translation adjustments		(13,736		)		(2,414		)		(5,232		)		(5,945		)		4,816
Reclassification of net pension and post-retirement benefit losses to net income		—				(25		)		—				—				—
Net deferred gains/(losses) on derivatives from periodic valuations		510				40				(7		)		(28		)		(395		)
Net deferred losses on derivatives reclassified to earnings		(55		)		1				(38		)		277				571
Purchase of subsidiary shares from noncontrolling interests(1)		—				—				—				(19,885		)		(1,750		)
Dividends paid to noncontrolling interest		(5,688		)		—				(12,583		)		(11,562		)		(3,270		)
Balance at end of period		215,842				47,792				47,290				52,233				73,504
TOTAL EQUITY		$	16,513,258			$	2,399,046			$	2,848,821			$	2,810,822			$	3,182,466
Note: See Footnote explanations on Page 48.

See Notes to Consolidated Financial Statements

50

H. J. Heinz Company and Subsidiaries

Consolidated Statements of Cash Flows

	Successor			Predecessor
	February 8 - December 29, 2013			April 29 - June 7, 2013			April 28, 2013			April 29, 2012			April 27, 2011
	(29 Weeks)			(6 Weeks)			(52 Weeks)			(52 1/2 Weeks)			(52 Weeks)
Operating Activities	(In thousands)
Net (loss)/income	$	(71,718	)	$	(192,697	)	$	1,027,333		$	939,908		$	1,005,948
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation	230,987			35,880			302,057			295,718			255,227
Amortization	48,975			4,276			42,161			43,499			39,597
Amortization of deferred debt issuance costs	29,091			867			4,692			3,576			3,836
Inventory fair value step-up charged to cost of products sold	383,300			—			—			—			—
Deferred tax (benefit)/provision	(298,003		)	(20,492		)	(87,265		)	(94,816		)	153,725
Net losses on divestitures	—			—			19,532			—			—
Impairment on assets held for sale	—			—			36,000			—			—
Pension contributions	(152,116		)	(6,812		)	(69,388		)	(23,469		)	(22,411		)
Asset write-downs from Fiscal 2012 productivity initiatives	—			—			—			58,736			—
Unrealized gain on derivative instruments	(117,934		)	—			—			—			—
Other items, net	49,535			23,706			84,834			75,375			98,172
Changes in current assets and liabilities, excluding effects of acquisitions and divestitures:
Receivables (includes proceeds from securitization)	(118,509		)	(3,360		)	(166,239		)	171,832			(91,057		)
Inventories	84,339			(183,413		)	(49,468		)	60,919			(80,841		)
Prepaid expenses and other current assets	43,630			(18,411		)	14,111			(11,584		)	(1,682		)
Accounts payable	(89,807		)	(69,825		)	168,898			(72,352		)	233,339
Accrued liabilities	77,724			48,025			71,846			(20,008		)	(60,862		)
Income taxes	(64,436		)	10,163			(9,141		)	65,783			50,652
Cash provided by/(used for) operating activities	35,058			(372,093		)	1,389,963			1,493,117			1,583,643
Investing activities:
Capital expenditures	(202,015		)	(120,154		)	(399,098		)	(418,734		)	(335,646		)
Proceeds from disposals of property, plant and equipment	6,098			108			18,986			9,817			13,158
Acquisitions of business, net of cash on hand	(21,494,287		)	—			—			(3,250		)	(618,302		)
Proceeds from divestitures	25,987			—			16,787			3,828			1,939
Sale of short-term investments	—			—			—			56,780			—
Change in restricted cash	—			33,892			3,994			(39,052		)	(5,000		)
Other items, net	(7,214		)	(3,641		)	(13,789		)	(11,394		)	(5,781		)
Cash used for investing activities	(21,671,431		)	(89,795		)	(373,120		)	(402,005		)	(949,632		)
Financing activities:
Payments on long-term debt	(2,669,915		)	(439,747		)	(224,079		)	(1,440,962		)	(45,766		)
Proceeds from long-term debt	12,574,575			1,521			205,350			1,912,467			229,851
Debt issuance costs	(320,824		)	—			—			—			—
Net (payments)/proceeds on commercial paper and short-term debt	(1,640,590		)	480,672			1,089,882			(42,543		)	(193,200		)
Dividends	(360,000		)	—			(665,691		)	(619,104		)	(579,618		)
Purchases of treasury stock	—			—			(139,069		)	(201,904		)	(70,003		)
Exercise of stock options	—			886			113,477			82,714			154,774
Acquisition of subsidiary shares from noncontrolling interests	—			—			(80,132		)	(54,824		)	(6,338		)
Capital contributions	16,500,000			—			—			—			—
Other items, net	25,995			42,086			(42,811		)	1,321			27,791
Cash provided by/(used for) financing activities	24,109,241			85,418			256,927			(362,835		)	(482,509		)
Effect of exchange rate changes on cash and cash equivalents	(13,876		)	(30,262		)	(127,512		)	(122,147		)	89,556
Net increase/(decrease) in cash and cash equivalents	2,458,992			(406,732		)	1,146,258			606,130			241,058
Cash and cash equivalents at beginning of period	—			2,476,699			1,330,441			724,311			483,253
Cash and cash equivalents at end of period	$	2,458,992		$	2,069,967		$	2,476,699		$	1,330,441		$	724,311

See Notes to Consolidated Financial Statements

51

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements

1. Basis of Presentation

Organization

On June 7, 2013, H. J. Heinz Company (the “Company,” “we,” “us,” and “our”) was acquired by H.J. Heinz Holding Corporation (formerly known as Hawk Acquisition Holding Corporation) (“Parent”), a Delaware corporation controlled by Berkshire Hathaway Inc. (“Berkshire Hathaway”) and 3G Special Situations Fund III, L.P. (“3G Capital,” and together with Berkshire Hathaway, the “Sponsors”), pursuant to the Agreement and Plan of Merger, dated February 13, 2013 (the “Merger Agreement”), as amended by the Amendment to Agreement and Plan of Merger, dated March 4, 2013 (the “Amendment”), by and among the Company, Parent and Hawk Acquisition Sub, Inc., a Pennsylvania corporation and an indirect wholly owned subsidiary of Parent (“Merger Subsidiary”), in a transaction hereinafter referred to as the “Merger.” As a result of the Merger, Merger Subsidiary merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Hawk Acquisition Intermediate Corporation II ("Holdings"), which in turn is an indirect wholly owned subsidiary of Parent. See Note 2 "Merger and Acquisition" for further information on the Merger.

Basis of Presentation

The Merger was accounted for as a business combination using the acquisition method of accounting in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification 805, Business Combinations. The Sponsors' cost of acquiring the Company has been pushed-down to establish a new accounting basis for the Company. Accordingly, the consolidated financial statements are presented for two periods, Predecessor and Successor, which relate to the accounting periods preceding and succeeding the completion of the Merger. The Predecessor and Successor periods have been separated by a vertical line on the face of the consolidated financial statements to highlight the fact that the financial information for such periods has been prepared under two different historical-cost bases of accounting.

Periods Presented

Successor -The consolidated financial statements as of December 29, 2013, and for the period from February 8, 2013 through December 29, 2013, include the accounts of Merger Subsidiary from inception on February 8, 2013 and the accounts of the Company subsequent to the closing of the Merger on June 7, 2013. The activity in the period February 8, 2013 to April 28, 2013 related primarily to the issuance of the Second Lien Senior Secured Notes due 2020 and recognition of associated issuance costs and interest expense. The cash was invested in a money market account until the completion of the Merger on June 7, 2013. See Note 10 for further details. The following represents the condensed financial information for Merger Subsidiary for the period February 8, 2013 to April 28, 2013 and as at April 28, 2013:

Hawk Acquisition Sub, Inc. (Successor)

Condensed Statement of Operations

For the Period from February 8, 2013 through April 28, 2013

	February 8 - April 28, 2013
	(In thousands)
Merger related costs	$	19,713
Operating loss	(19,713		)
Unrealized loss on derivative instrument	(65,294		)
Interest Expense, net	(10,743		)
Loss from continuing operations before income tax	(95,750		)
Benefit from income taxes	37,842
Net loss	$	(57,908	)

52

Hawk Acquisition Sub, Inc. (Successor)

Condensed Balance Sheet

As of April 28, 2013

	April 28, 2013
	(In thousands)
Cash	$	3,011,750
Other assets	125,231
Total assets	$	3,136,981
Notes payable	$	3,100,000
Other liabilities	94,889
Total liabilities	3,194,889
Shareholder's deficit	(57,908		)
Total liabilities and shareholder's deficit	$	3,136,981

Predecessor - the consolidated financial statements of the Company prior to the Merger on June 7, 2013.

Transition period - the combination of the Successor and the Predecessor period from April 29, 2013 to December 29, 2013.

Fiscal 2013 - the fiscal year from April 30, 2012 to April 28, 2013.

Fiscal 2012 - the fiscal year from April 28, 2011 to April 29, 2012.

Fiscal 2011 - the fiscal year from April 29, 2010 to April 27, 2011.

Change In Fiscal Year

On October 21, 2013, our board of directors approved a change in our fiscal year-end from the Sunday closest to April 30 to the Sunday closest to December 31. As a result of this change, the consolidated financial statements include presentation of the transition period beginning on April 29, 2013 and ending on December 29, 2013.

Earnings per share information has not been presented because the Company's stock is no longer publicly traded.

2.    Significant Accounting Policies

Principles of Consolidation:

The consolidated financial statements include the accounts of the Company, all wholly-owned and majority-owned subsidiaries, and any variable interest entities for which we are the primary beneficiary. All intercompany accounts and transactions are eliminated. Certain prior year amounts have been reclassified to conform with the December 29, 2013 presentation.

Use of Estimates:

The preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Translation of Foreign Currencies:

For all significant foreign operations, the functional currency is the local currency. Assets and liabilities of these operations are translated at the exchange rate in effect at each period end. Income statement accounts are translated at the average rate of

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

exchange prevailing during the period. Translation adjustments arising from the use of differing exchange rates from period to period are included as a component of other comprehensive income/(loss) within shareholders’ equity. Gains and losses from foreign currency transactions are included in net income for the period.

Highly Inflationary Accounting:

The Company applies highly inflationary accounting if the cumulative inflation rate in an economy for a three-year period meets or exceeds 100 percent. Under highly inflationary accounting, the financial statements of a subsidiary are remeasured into the Company’s reporting currency (U.S. dollars) and exchange gains and losses from the remeasurement of monetary assets and liabilities are reflected in current earnings, rather than accumulated other comprehensive loss on the balance sheet, until such time as the economy is no longer considered highly inflationary. See Note 20 for additional information.

Cash Equivalents:

Cash equivalents are defined as highly liquid investments with original maturities of 90 days or less.

Inventories:

Inventories are stated at the lower of cost or market. Cost is determined principally under the average cost method.

Property, Plant and Equipment:

Land, buildings and equipment are recorded at cost. For financial reporting purposes, depreciation is provided on the straight-line method over the estimated useful lives of the assets, which generally have the following ranges: buildings—40 years or less, machinery and equipment—15 years or less, computer software—3 to 7 years, and leasehold improvements—over the life of the lease, not to exceed 15 years. Accelerated depreciation methods are generally used for income tax purposes. Expenditures for new facilities and improvements that substantially extend the capacity or useful life of an asset are capitalized. Ordinary repairs and maintenance are expensed as incurred. When property is retired or otherwise disposed, the cost and related accumulated depreciation are removed from the accounts and any related gains or losses are included in income. The Company reviews property, plant and equipment, whenever circumstances change such that the recorded value of an asset may not be recoverable. Factors that may affect recoverability include changes in planned use of the asset and the closing of facilities. The Company’s impairment review is based on an undiscounted cash flow analysis at the lowest level for which identifiable cash flows exist and are largely independent. When the carrying value of the asset exceeds the future undiscounted cash flows, an impairment is indicated and the asset is written down to its fair value.

Goodwill and Intangibles:

Intangible assets with finite useful lives are amortized on a straight-line basis over the estimated periods benefited, and are reviewed when appropriate for possible impairment, similar to property, plant and equipment. Goodwill and intangible assets with indefinite useful lives are not amortized. The carrying values of goodwill and other intangible assets with indefinite useful lives are tested at least annually for impairment, or when circumstances indicate that a possible impairment may exist. Prior to the Merger, indefinite-lived intangible assets were tested annually during the fourth quarter of each fiscal year, while the annual impairment tests of goodwill were performed during the third quarter of each fiscal year. Subsequent to the Merger no annual impairment tests have yet been carried out but must be performed within 12 months of the date of the Merger. All goodwill is assigned to reporting units, which are primarily one level below our operating segments. The Company performs its impairment tests of goodwill at the reporting unit level.  The Company tests goodwill for impairment by either performing a qualitative evaluation or a two-step quantitative test.  The qualitative evaluation is an assessment of factors to determine whether it is more likely than not that the fair values of a reporting unit is less than its carrying amount, including goodwill.  Factors considered as part of the qualitative assessment include entity-specific industry, market and general economic conditions.  The Company may elect to bypass this qualitative assessment for some or all of its reporting units and perform a two-step quantitative test. This quantitative test involves estimating a reporting unit's fair value and comparing it to the reporting unit's carrying value. If the carrying value exceeds fair value, the Company would perform step two to estimate the extent of the impairment, if any.

Indefinite-lived intangible assets are tested for impairment by either performing a qualitative evaluation or a quantitative calculation of fair value and comparison to carrying amount. The qualitative evaluation is an assessment of factors including, but not limited to, changes in management, overall financial performance, and other entity-specific events. The objective of the qualitative evaluation is to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. The Company can choose to perform the qualitative assessment on none, some, or all of its indefinite-lived intangible assets.

54

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

The Company's estimates of fair value when testing quantitatively for impairment of both goodwill and intangible assets with indefinite lives is based principally on a discounted cash flow model, using a market participant approach, that requires significant judgment and requires assumptions about future volume trends, revenue and expense growth rates, terminal growth rates, discount rates, tax rates and working capital changes.

Revenue Recognition:

The Company recognizes revenue when title, ownership and risk of loss pass to the customer. This primarily occurs upon delivery of the product to the customer. For the most part, customers do not have the right to return products unless damaged or defective. Revenue is recorded net of sales incentives, and includes shipping and handling charges billed to customers. Shipping and handling costs are primarily classified as part of selling, general and administrative expenses.

Marketing Costs:

The Company promotes its products with advertising, consumer incentives and trade promotions. Such programs include, but are not limited to, discounts, coupons, rebates, in-store display incentives and volume-based incentives. Advertising costs are expensed as incurred. Consumer incentive and trade promotion activities are recorded as a reduction of revenue or as a component of cost of products sold based on amounts estimated as being due to customers and consumers at the end of a period, based principally on historical utilization and redemption rates. Advertising costs are recognized as an expense within selling, general and administrative expenses if the Company determines that it will receive an identifiable, separable benefit in return for the consideration paid and it can reasonably estimate the fair value of the benefit identified. Accruals for trade promotions are initially recorded at the time of sale of product to the customer based on an estimate of the expected levels of performance of the trade promotion, which is dependent upon factors such as historical trends with similar promotions, expectations regarding customer participation, and sales and payment trends with similar previously offered programs. The Company performs monthly evaluations of its outstanding trade promotions, making adjustments where appropriate to reflect changes in estimates. Settlement of these liabilities typically occurs in subsequent periods primarily through an authorization process for deductions taken by a customer from amounts otherwise due to the Company. Coupon redemption costs are accrued in the period in which the coupons are offered. The initial estimates made for each coupon offering are based upon historical redemption experience rates for similar products or coupon amounts. The Company performs monthly evaluations of outstanding coupon accruals that compare actual redemption rates to the original estimates. For interim reporting purposes, advertising, consumer incentive and product placement expenses are charged to operations as a percentage of volume, based on estimated volume and related expense for the full year.

Income Taxes:

Deferred income taxes result primarily from temporary differences between financial and tax reporting. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. When assessing the need for valuation allowances, the Company considers future taxable income and ongoing prudent and feasible tax planning strategies. Should a change in circumstances lead to a change in judgment about the realizability of deferred tax assets in future years, the Company would adjust related valuation allowances in the period that the change in circumstances occurs, along with a corresponding increase or charge to income.

The Company has not provided for possible U.S. taxes on the undistributed earnings of foreign subsidiaries that are considered to be reinvested indefinitely. Calculation of the unrecognized deferred tax liability for temporary differences related to these earnings is not practicable.

Stock-Based Employee Compensation Plans:

The Company recognizes the cost of all stock-based awards to employees, including grants of employee stock options, on a straight-line basis over their respective requisite service periods (generally equal to an award’s vesting period). A stock-based award is considered vested for expense attribution purposes when the employee’s retention of the award is no longer contingent on providing subsequent service. Accordingly, the Company recognizes compensation cost immediately for awards granted to retirement-eligible individuals or over the period from the grant date to the date retirement eligibility is achieved, if less than the stated vesting period. The vesting approach used does not affect the overall amount of compensation expense recognized, but could accelerate the recognition of expense. Prior to the Merger, the Company followed its previous vesting approach for the remaining portion of those outstanding awards that were unvested and granted prior to May 4, 2006, and accordingly, recognized expense from the grant date to the earlier of the actual date of retirement or the vesting date. Judgment is required in estimating the amount of stock-based awards expected to be forfeited prior to vesting. If actual forfeitures differ significantly from these estimates, stock-based compensation expense could be materially impacted.

55

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

Compensation cost related to all stock-based awards is determined using the grant date fair value. Determining the fair value of employee stock options at the grant date requires judgment in estimating the expected term that the stock options will be outstanding prior to exercise as well as the volatility and dividends over the expected term. Compensation cost for restricted stock units is determined based on the fair value of the Company’s stock at the grant date. Prior to the Merger, the Company applied the modified-prospective transition method for stock options granted on or prior to, but not vested as of, May 3, 2006. Compensation cost related to these stock options was determined using the grant date fair value originally estimated and disclosed in a pro forma manner in prior period financial statements in accordance with the original provisions of the Financial Accounting Standards Board’s (“FASB’s”) guidance for stock compensation.

Stock-based compensation expense is primarily recognized as a component of selling, general and administrative expenses in the Consolidated Statements of Operations.

Financial Instruments:

The Company’s financial instruments consist primarily of cash and cash equivalents, receivables, accounts payable, short-term and long-term debt, swaps, forward contracts, and option contracts. The carrying values for the Company’s financial instruments approximate fair value, except as disclosed in Note 13. As a policy, the Company does not engage in speculative or leveraged transactions, nor does the Company hold or issue financial instruments for trading purposes.

The Company uses derivative financial instruments for the purpose of hedging foreign currency, debt and interest rate exposures, which exist as part of ongoing business operations. The Company carries derivative instruments on the balance sheet at fair value, determined using observable market data. Derivatives with scheduled maturities of less than one year are included in other receivables or other payables, based on the instrument’s fair value. Derivatives with scheduled maturities beyond one year are classified between current and long-term based on the timing of anticipated future cash flows. The current portion of these instruments is included in other receivables or other payables and the long-term portion is presented as a component of other non-current assets or other non-current liabilities, based on the instrument’s fair value.

The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, if so, the reason for holding it. Gains and losses on fair value hedges are recognized in current period earnings in the same line item as the underlying hedged item. The effective portion of gains and losses on cash flow hedges are deferred as a component of accumulated other comprehensive loss and are recognized in earnings at the time the hedged item affects earnings, in the same line item as the underlying hedged item. Hedge ineffectiveness related to cash flow hedges is reported in current period earnings within other income and expense. The income statement classification of gains and losses related to derivative contracts that do not qualify for hedge accounting is determined based on the underlying intent of the contracts. Cash flows related to the settlement of derivative instruments designated as net investment hedges of foreign operations are classified in the consolidated statements of cash flows within investing activities. Cash flows related to the termination of derivative instruments designated as fair value hedges of fixed rate debt obligations are classified in the consolidated statements of cash flows within financing activities. All other cash flows related to derivative instruments are generally classified in the consolidated statements of cash flows within operating activities.

Dividends:

Berkshire Hathaway has an $8.0 billion preferred stock investment in Parent which requires a 9.0% annual dividend to be paid quarterly in cash or in-kind.  The Company's Board of Directors declares quarterly cash distributions to Holdings to fund this dividend. As the Company has an accumulated deficit in the Successor period, these quarterly distributions are recorded as a reduction of common stock.

3.    Recently Issued Accounting Standards

In February 2013, the FASB issued an amendment to the comprehensive income standard to improve the transparency of reporting reclassifications out of accumulated other comprehensive income/loss. Other comprehensive income/loss includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income/loss into net income. The amendments do not change the current requirements for reporting net income or other comprehensive income/loss in financial statements. The new amendments will require the Company to present the effects on income statement line items of certain significant amounts reclassified out of accumulated other comprehensive income/loss, and cross-reference to other disclosures currently required under U.S. generally accepted accounting principles for certain other reclassification items. The Company adopted this revised standard in the first quarter of the transition period. The adoption of this revised standard did not impact our results of operations or financial position.

56

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

In December 2011, the FASB issued an amendment on disclosures about offsetting assets and liabilities.  The new disclosure requirements mandate that entities disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position as well as instruments and transactions subject to an agreement similar to a master netting arrangement. The Company was required to adopt this amendment on the first day of Fiscal 2014, and this adoption only impacted the notes to the financial statements and not the financial results.

4.    Merger and Acquisition

On February 13, 2013, the Company entered into the Merger Agreement with Parent and Merger Subsidiary. The acquisition was consummated on June 7, 2013, and as a result, Merger Subsidiary merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Holdings, which in turn is an indirect wholly owned subsidiary of Parent. Parent is controlled by the Sponsors. Upon the completion of the Merger, the Company's shareholders received $72.50 in cash, without interest and less applicable taxes thereon, for each share of common stock held prior to the effective time of the Merger.

Additionally, all outstanding stock option awards, restricted stock units (except for certain retention RSUs which continue on their original terms) and restricted stock awards issued pursuant to various shareholder-approved plans and a shareholder-authorized employee stock purchase plan were automatically canceled and converted into the right to receive cash consideration of $72.50.

The total consideration paid in connection with the Merger was approximately $28.75 billion, including the assumption of the Company's outstanding debt, which was funded by equity contributions from the Sponsors totaling $16.5 billion as well as proceeds received by Merger Subsidiary of approximately $11.5 billion, pursuant to the Senior Credit Facilities (of which $9.5 billion was drawn at the close of the transaction), and $3.1 billion upon the issuance of 4.25% Senior Secured Notes (as defined and described herein) by Merger Subsidiary, less applicable debt issuance costs of $315.9 million. As a result of the Merger and the transactions entered into in connection therewith, we have assumed the liabilities and obligations of Merger Subsidiary, including Merger Subsidiary's obligations under the Senior Credit Facilities.

The preliminary allocation of consideration to the net tangible and intangible assets acquired and liabilities assumed in the Merger reflects preliminary fair value estimates based on management analysis, including preliminary work performed by third-party valuation specialists, which are subject to change within the measurement period as valuations are finalized. The Company has also not yet finalized its estimated acquisition date deferred taxes associated with planned repatriation of accumulated earnings of foreign subsidiaries. Measurement period adjustments that the Company determines to be material will be applied retrospectively to the Merger Date.

57

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

The following is a summary of the preliminary allocation of the purchase price of the Merger to the estimated fair values of assets acquired and liabilities assumed in the transaction:

	(In thousands)
Cash (including excess cash from Parent)	$	3,223,588
Other current assets	3,734,558
Property, Plant and Equipment	2,681,670
Trademark and other intangibles	14,406,924
Other non-current assets	652,038
Trade and other payables	(2,799,165		)
Long term debt	(3,021,655		)
Deferred income taxes	(4,221,354		)
Non-pension postretirement benefits and other noncurrent liabilities	(662,439		)
Redeemable non controlling interest and non controlling interest	(258,008		)
Net assets acquired	13,736,157
Goodwill on acquisition	15,016,807
Total consideration pushed down from Parent	28,752,964
Debt repayment and associated costs	(3,976,847		)
Excess cash from parent	(1,153,621		)
Other transaction related costs	(58,242		)
Total consideration paid to predecessor shareholders	23,564,254
Cash and cash equivalents of Predecessor at June 7, 2013	(2,069,967		)
Acquisitions of business, net of cash on hand	$	21,494,287

Subsequent to the first quarter of the transition period, the Company made revisions to the purchase price allocation based on updated fair value estimates principally affecting trademarks and other intangibles and related tax effects. The adjustments were not recorded retrospectively as the impact was not considered to be material.

Trade receivables and payables, as well as other current and non-current assets and liabilities were valued at the existing carrying values as they represented the fair value of those items at the time of the Merger, based on management's judgments and estimates.

Finished goods and work-in-process inventory has been valued using a net realizable value approach resulting in a step-up of $384.4 million which is recognized in Cost of products sold in the Successor period as the related inventory is sold. Raw materials and packaging inventory has been valued using the replacement cost approach.

Property, plant and equipment have been valued using a combination of the income approach, the market approach and cost approach which is based on current replacement and/or reproduction cost of the asset as new, less depreciation attributable to physical, functional, and economic factors. Useful lives of the property, plant and equipment were estimated to be between 3 and 40 years.

Trademarks have been valued using the excess earnings method for top tier brands and the relief from royalty method for other brands. The excess earnings method estimates fair value of an intangible asset by deducting expected costs, including income taxes, from expected revenues attributable to that asset to arrive at after-tax cash flows. From such after-tax cash flows, after-tax contributory asset charges are deducted to arrive at incremental after-tax cash flows. These resulting cash flows are discounted to a present value to which the tax amortization benefit is added to arrive at fair value. Relief from royalty method under the income approach estimates the cost savings that accrue to the Company which would otherwise have to pay royalties or license fees on revenues earned through the use of the asset. The Company's trademarks are considered to have indefinite lives.

Customer relationships were determined using the distributor method, a variation of the excess earnings method discussed above, whereby distributor-based inputs for margins and contributory asset charges are used. The useful lives of customer relationships is estimated to be 20 years.

58

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

Existing long term debt assumed in the Merger was fair valued based on quoted market prices. The debt assumed included the Company's existing 6.375% Debentures due 2028, 6.25% Notes due 2030, 6.75% Notes due 2032 and 7.125% Notes due 2039.

Deferred income tax assets and liabilities as of the acquisition date represent the expected future tax consequences of temporary differences between the fair values of the assets acquired and liabilities assumed and their tax bases.

The total non tax deductible goodwill relating to the Merger is $15.02 billion. The goodwill recognized relates principally to the Company's established global organization, reputation and strategic positioning.

In the Successor period February 8, 2013 to December 29, 2013, the Company incurred $157.9 million in Merger related costs on a pretax basis, including $70.0 million consisting primarily of advisory fees, legal, accounting and other professional costs. The Company also incurred $87.9 million related to severance and compensation arrangements pursuant to existing agreements with certain former executives and employees in connection with the Merger. These amounts are separately reflected in the accompanying statement of operations for the Successor period.

Prior to consummation of the Merger, the Company incurred $112.2 million of Merger related costs, including $48.1 million resulting from the acceleration of expense for stock options, restricted stock units and other compensation plans pursuant to the existing change in control provisions of those plans, and $64.0 million of professional fees. These amounts are separately reflected in Merger related costs in the accompanying statement of operations for the Predecessor period. The Company also recorded a loss from the extinguishment of debt of approximately $129.4 million for debt required to be repaid upon closing as a result of the change in control which is reflected in Other (expense) income, net, in the accompanying statement of operations for the Predecessor period.

In the fourth quarter of Fiscal 2013, the Company incurred $44.8 million of Merger related costs, including legal, accounting and other professional fees.

The following unaudited pro forma financial data summarizes the Company's results of operations as if the Transaction had occurred as of April 30, 2012. The pro forma data is for informational purposes only and may not necessarily reflect the actual results of operations had the Merger been consummated on April 30, 2012.

	Eight Months Ended		Fiscal Year
	December 29, 2013		April 28, 2013
	(In thousands)
Revenue	$	7,352,434	$	11,528,886
Income/(loss) from continuing operations	$	186,721	$	324,042

The most significant of the pro forma adjustments were to reflect the impact of Merger related costs, the unrealized gain on derivative instruments, higher cost of products sold associated with the preliminary purchase accounting adjustments related to the step-up in inventory, amortization of intangible assets and depreciation of property, plant and equipment, and higher interest expense associated with increased debt, in the prior year period.

5.    Other Acquisitions

On April 1, 2011, the Company acquired an 80% stake in Coniexpress S.A. Industrias Alimenticias (“Coniexpress”), a leading Brazilian manufacturer of the Quero^® brand of tomato-based sauces, tomato paste, ketchup, condiments and vegetables for $493.5 million in cash, which included $10.6 million of acquired cash and $60.1 million of short-term investments. The Company also incurred $11.3 million of pre-tax costs related to the acquisition, consisting primarily of professional fees, which were recorded in selling, general and administrative expenses in the Fiscal 2011 consolidated statement of income. During Fiscal 2013, the Company acquired an additional 15% interest in Coniexpress for $80.1 million. See Note 18 for further details regarding this redeemable noncontrolling interest. The Coniexpress acquisition was accounted for as a business combination and, accordingly, the purchase price was allocated to the assets and liabilities based upon their estimated fair values as of the acquisition date. The allocations of the purchase price resulted in goodwill of $301.6 million, which was assigned to the Rest of World segment and is not deductible for tax purposes. In addition, $161.9 million of intangible assets were acquired, $142.0 million of which relate to trademarks which are not subject to amortization. The remaining $19.9 million represents amortized customer-related assets.

59

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

On November 2, 2010, the Company acquired Foodstar Holding Pte (“Foodstar”), a manufacturer of soy sauces and fermented bean curd in China for $165.4 million in cash, which included $30.0 million of acquired cash, as well as a potential earn-out payment contingent upon certain net sales and EBITDA (earnings before interest, taxes, depreciation and amortization) targets during Fiscals 2013 and 2014. In accordance with accounting principles generally accepted in the United States of America, a liability of $44.5 million was recognized for an estimate of the acquisition date fair value of the earn-out and is included in Other non-current liabilities. The fair value of the earn-out was estimated using a discounted cash flow model and was based on significant inputs not observed in the market and thus represented a Level 3 measurement. Key assumptions in determining the fair value of the earn-out included the discount rate, and revenue and EBITDA projections for Fiscals 2013 and 2014. The Foodstar acquisition has been accounted for as a business combination and, accordingly, the purchase price has been allocated to the assets and liabilities based upon their estimated fair values as of the acquisition date. The allocations of the purchase price resulted in goodwill of $77.3 million, which was assigned to the Asia/Pacific segment and is not deductible for tax purposes. In addition, $70.7 million of intangible assets were acquired, $42.4 million of which relate to trademarks and are not subject to amortization. The remaining $28.3 million are amortized customer-related assets and land usage rights. During the third quarter of Fiscal 2013, the Company renegotiated the terms of the earn-out agreement in order to give the Company additional flexibility in the future for growing its business in China, one of its largest and most important emerging markets. This renegotiation resulted in the settlement of the earn-out for a cash payment of $60.0 million, of which $15.5 million was reported in cash from operating activities and $44.5 million was reported in cash from financing activities on the consolidated cash flow statement for the year ended April 28, 2013. In addition, the Company incurred a $12.1 million charge in the year ended April 28, 2013, which was recorded in SG&A on the consolidated income statement and in the Non-Operating segment, for the difference between the settlement amount and current carrying value of the earn-out as reported on the Company's balance sheet at the date of this transaction.

Operating results of the above-mentioned businesses acquired have been included in the consolidated statements of income from the respective acquisition dates forward. Pro forma results of the Company, assuming all of the acquisitions had occurred at the beginning of each period presented, would not be materially different from the results reported. There are no significant contingent payments, options or commitments associated with any of the acquisitions, except as disclosed above.

The following table summarizes the allocation of the cash paid to the fair value of assets acquired and liabilities assumed:

	Predecessor
	April 27, 2011 FY 2011
	(in thousands)
Details of Acquisitions:
Fair value of assets	$	1,057,870
Liabilities(1)	274,294
Redeemable noncontrolling interest(2)	124,669
Cash paid	658,907
Less cash acquired	40,605
Net cash paid for acquisitions	$	618,302

_______________________________________

⁽¹⁾ Includes contingent obligations to sellers of $44.5 million in 2011.

⁽²⁾ See Note 18 for additional information.

In Fiscal 2012, the Company acquired an additional 10% interest in P.T. Heinz ABC Indonesia for $54.8 million. P.T. Heinz ABC Indonesia is an Indonesian subsidiary of the Company that manufacturers Asian sauces and condiments as well as juices and syrups. Prior to the transaction, the Company owned 65% of this business. During Fiscal 2011, the Company acquired the remaining 21% interest in Heinz UFE Ltd., a Chinese subsidiary of the Company that manufactures infant feeding products, for $6.3 million. Prior to the transaction, the Company owned 79% of the business.

6. Discontinued Operations

In the third quarter of Fiscal 2013, the Company's Board of Directors approved management's plan to sell Shanghai LongFong Foods ("LongFong"), a maker of frozen products in China which was previously reported in the Asia/Pacific segment. During the fourth quarter of Fiscal 2013, the Company secured an agreement with a buyer and during 2014, the sale was completed, resulting in an insignificant pre-tax and after-tax loss which was recorded in discontinued operations in the Successor period. As

60

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

a result, LongFong's net assets were classified as held for sale and the Company adjusted the carrying value to estimated fair value, recording a $36.0 million pre-tax and after-tax non-cash goodwill impairment charge to discontinued operations during the third quarter of Fiscal 2013. The net assets held for sale related to LongFong as of April 28, 2013 are reported in Other current assets, Other non-current assets, Other accrued liabilities and Other non-current liabilities on the consolidated balance sheet as of April 28, 2013 as they are not material for separate balance sheet presentation.

During the first quarter of Fiscal 2013, the Company completed the sale of its U.S. Foodservice frozen desserts business, resulting in a $32.7 million pre-tax ($21.1 million after-tax) loss which has been recorded in discontinued operations.

The operating results related to these businesses have been included in discontinued operations in the Company's consolidated statements of income for all periods presented. The following table presents summarized operating results for these discontinued operations:

	Successor			Predecessor
	February 8 - December 29, 2013			April 29 - June 7, 2013			April 28, 2013 FY 2013			April 29, 2012 FY 2012			April 27, 2011 FY 2011
	(In millions)
Sales	$	2.9		$	1.2		$	47.7		$	141.5		$	148.0
Net after-tax losses	$	(5.6	)	$	(1.3	)	$	(17.6	)	$	(51.2	)	$	(39.6	)
Tax benefit on losses	$	—		$	—		$	0.6		$	1.4		$	2.6

7.    Restructuring and Productivity Initiatives

Transition Period

During the transition period, the Company is investing in restructuring and productivity initiatives as part of its ongoing cost reduction efforts with the goal of driving efficiencies and creating fiscal resources that will be reinvested into the Company's business as well as to accelerate overall productivity on a global scale. As of December 29, 2013, these initiatives have resulted in the reduction of approximately 3,400 corporate and field positions across the Company's global business segments as well as the closure, or planned closure, and consolidation of manufacturing and corporate office facilities.

The Company recorded pre-tax costs related to these initiatives of $410.4 million in the Successor period from February 8, 2013 to December 29, 2013, and $6 million in the Predecessor period, which were recorded in the Non-Operating segment.  These pre-tax restructuring and productivity initiatives were comprised of the following:

• $274.5 million for the Successor period for severance and employee benefit costs relating to the reduction of corporate and field positions across the Company, including pension curtailment and special termination charges of $56.6 million (see Note 14).

• $69.7 million for the Successor period associated with other implementation costs, primarily for professional fees, and contract and lease termination costs.

• $66.2 million for the Successor period, and $6 million for the Predecessor period relating to non-cash asset write-downs and accelerated depreciation for the closure of corporate offices and a factory in China and the reduction of manufacturing capacity of a factory in the U.K, and the planned closure and consolidation of 3 factories in the U.S. and Canada.

Of the $410.4 million total pre-tax charges in the Year-to-Date Successor period, $168.7 million was recorded in Cost of products sold and $241.7 million in Selling, general and administrative expenses ("SG&A").

61

The Company does not include productivity charges in the results of its reportable segments. The pre-tax impact of allocating such charges to segment results would have been as follows:

	Successor		Predecessor
	February 8 - December 29, 2013		April 29 - June 7, 2013
North American Consumer Products	$	114.5	$	—
Europe	129.1		3.6
Asia/Pacific	28.1		2.4
U.S. Foodservice	27.5		—
Rest of World	48.3		—
Non-Operating	62.9		—
Total productivity charges	$	410.4	$	6.0

(Totals may not add due to rounding)

On November 14, 2013, the Company announced the planned closure and consolidation of 3 factories in the U.S. and Canada by the middle of calendar year 2014.  The number of employees expected to be impacted by these 3 plant closures and consolidation is approximately 1,350. The Company currently estimates it will incur total charges of approximately $63 million related to severance benefits and other severance-related expenses related to these factory closures, of which an immaterial amount was charged to the consolidated statement of operations in the Successor period.  In addition the Company will recognize accelerated depreciation on assets to be disposed of from November 2013 to the planned date of closure for the difference between the carrying amount and the projected recovery for these assets upon disposition in the second half of calendar year 2014.

The severance-related charges that the Company expects to incur in connection with these factory workforce reductions and factory closures are subject to a number of assumptions and may differ from actual results.  The Company may also incur other charges not currently contemplated due to events that may occur as a result of, or related to, these cost reductions. Including charges incurred as of December 29, 2013, the Company currently estimates it will incur total charges of approximately $300 million related to severance benefits and other severance-related expenses.

Activity in other accrued liability balances for restructuring and productivity charges incurred by the Successor were as follows:

	Severance and other severance related costs			Other exit costs (a)			Total
	(In millions)
Transition period restructuring and productivity initiatives	$	217.9		$	69.7		$	287.6
Cash payments	(124.6		)	(28.1		)	(152.7		)
Accrual balance at December 29, 2013	$	93.3		$	41.6		$	134.9

(Totals may not add due to rounding)

______________________________________

(a) Other exit costs primarily represent professional fees, and contract and lease termination costs.

Fiscal 2012

On May 26, 2011, the Company announced that it would invest in productivity initiatives during Fiscal 2012 designed to increase manufacturing effectiveness and efficiency as well as accelerate overall productivity on a global scale. The Company recorded costs related to these productivity initiatives of $205.4 million pre-tax ($144.0 million after-tax) during Fiscal 2012, all of which were reported in the Non-Operating segment. These pre-tax costs were comprised of the following:

• $50.9 million relating to asset write-downs and accelerated depreciation for the closure of six factories, including two in Europe, three in the U.S. and one in Asia/Pacific,

62

• $81.7 million for severance and employee benefit costs relating to the reduction of the global workforce by approximately 1,400 positions, and

• $72.9 million associated with other implementation costs, primarily for professional fees, contract termination and relocation costs for the establishment of the European supply chain hub and to improve global manufacturing efficiencies.

Of the $205.4 million total pre-tax charges in Fiscal 2012, $129.9 million was recorded in cost of products sold and $75.5 million in SG&A. In addition, after-tax charges of $18.9 million were recorded in losses from discontinued operations for Fiscal 2012, for severance and employee benefit costs relating to workforce reductions by approximately 1,500 positions and the closure of two factories.

The Company does not include productivity charges in the results of its reportable segments. The pre-tax impact of allocating such charges to segment results would have been as follows:

	Fiscal 2012
	(In millions)
North American Consumer Products	$	25.6
Europe	56.4
Asia/Pacific	65.7
U.S. Foodservice	52.8
Rest of World	4.4
Non-Operating	0.6
Total productivity charges	$	205.4

(Totals may not add due to rounding)

There were no charges for productivity initiatives in Fiscal 2013. The amount included in other accrued liabilities related

to productivity initiatives totaled $54.6 million at April 29, 2012, all of which was paid in cash during Fiscal 2013.

63

8.    Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill for the fiscal years ended April 29, 2012 and April 28, 2013, the Predecessor period April 29, 2013 to June 7, 2013, and the Successor period from February 8, 2013 to December 29, 2013, by reportable segment, are as follows:

	North American Consumer Products			Europe			Asia/ Pacific			U.S. Foodservice			Rest of World			Total
							(In thousands)
Predecessor
Balance at April 27, 2011	$	1,111,737		$	1,221,240		$	392,080		$	257,674		$	315,710		$	3,298,441
Purchase accounting adjustments	—			(600		)	—			—			1,380			780
Disposals	—			(1,532		)	—			—			—			(1,532		)
Translation adjustments	(4,662		)	(73,820		)	3,119			—			(36,799		)	(112,162		)
Balance at April 29, 2012	1,107,075			1,145,288			395,199			257,674			280,291			3,185,527
Disposals	—			(527		)	—			(899		)	—			(1,426		)
Impairment loss	—			—			(36,000		)	—			—			(36,000		)
Goodwill allocated to discontinued operations	—			—			(4,952		)	—			—			(4,952		)
Translation adjustments	(5,148		)	(39,300		)	5,595			—			(25,046		)	(63,899		)
Balance at April 28, 2013	1,101,927			1,105,461			359,842			256,775			255,245			3,079,250
Translation adjustments	(409		)	9,849			(16,523		)	—			(15,986		)	(23,069		)
Balance at June 7, 2013	$	1,101,518		$	1,115,310		$	343,319		$	256,775		$	239,259		$	3,056,181
Successor
Balance at February 8, 2013	$	—		$	—		$	—		$	—		$	—		$	—
Merger (see Note 4)	8,641,059			3,626,692			1,501,847			1,444,100			324,151			15,537,849
Purchase accounting adjustment	(122,842		)	(105,383		)	(210,647		)	(55,763		)	(26,407		)	(521,042		)
Translation adjustments	(52,976		)	191,063			(69,438		)	—			(15,394		)	53,255
Balance at December 29, 2013	$	8,465,241		$	3,712,372		$	1,221,762		$	1,388,337		$	282,350		$	15,070,062

The Company recorded goodwill of $15.0 billion in connection with the Merger based on the preliminary purchase price allocation. Subsequent to the first quarter of the transition period, the Company made revisions to the purchase price allocation based on updated fair value estimates and related tax effects, which resulted in increased value allocated primarily to customer-related and other intangible assets and a corresponding reduction in goodwill. The adjustments were not recorded retrospectively as the impact was not considered to be material.

As a result of classifying the LongFong business as held for sale in Fiscal 2013, the Company took a non-cash impairment charge of $36.0 million to goodwill based on the fair value of the business based on the anticipated sale. During the second quarter of Fiscal 2013, the Company changed its annual goodwill impairment testing date from the fourth quarter to the third quarter of each year. As such, the Company completed its annual impairment assessment of goodwill during the third quarter of Fiscal 2013. No additional impairments were identified during the Company's annual assessment of goodwill. Total goodwill accumulated impairment losses for the Company since Fiscal 2003 were $120.6 million consisting of $54.5 million for Europe, $38.7 million for Asia/Pacific and $27.4 million for Rest of World as of April 28, 2013. Total goodwill accumulated impairment losses for the Company since Fiscal 2003 were $84.7 million consisting of $54.5 million for Europe, $2.7 million for Asia/Pacific and $27.4 million for Rest of World as of April 29, 2012 and April 27, 2011.

During the fourth quarter of Fiscal 2013, the Company completed its annual review of indefinite-lived intangible assets. No impairments were identified during the Company’s annual assessment of indefinite-lived intangible assets.

During the second quarter of Fiscal 2012, the Company finalized the purchase price allocation for the Coniexpress acquisition in Brazil resulting primarily in immaterial adjustments between goodwill, income taxes and non-pension postretirement benefits.

64

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

Customer-related and other intangible assets at December 29, 2013, April 28, 2013 and April 29, 2012, subject to amortization expense, are as follows:

	Successor							Predecessor
	December 29, 2013							April 28, 2013							April 29, 2012
	Gross		Accum Amort			Net		Gross		Accum Amort			Net		Gross		Accum Amort			Net
	(In thousands)
Licenses	$	119,714	$	(10,030	)	$	109,684	$	208,186	$	(169,666	)	$	38,520	$	208,186	$	(163,945	)	$	44,241
Customer-related assets	1,375,876		(35,773		)	1,340,103		209,428		(77,310		)	132,118		216,755		(69,244		)	147,511
Other	24,665		(1,118		)	23,547		419,642		(156,032		)	263,610		420,787		(149,178		)	271,609
	$	1,520,255	$	(46,921	)	$	1,473,334	$	837,256	$	(403,008	)	$	434,248	$	845,728	$	(382,367	)	$	463,361

Amortization expense for customer-related and other intangible assets was $46.9 million, $3.2 million, $30.9 million, $31.8 million and $29.0 million for the Successor period February 8, 2013 to December 29, 2013, the Predecessor period April 29, 2013 to June 7, 2013, the fiscal years ended April 28, 2013, April 29, 2012 and April 27, 2011, respectively. Based upon the amortizable intangible assets recorded on the balance sheet as of December 29, 2013, average annual amortization expense for each of the next five fiscal years is estimated to be approximately $82.4 million.

Intangible assets not subject to amortization at December 29, 2013 totaled $13.02 billion and consisted of $12.13 billion of trademarks, $839.9 million of licenses, and $45.6 million of other intangible assets. Intangible assets not subject to amortization at April 28, 2013 totaled $981.3 million and consisted of $846.9 million of trademarks, $115.0 million of recipes/processes, and $19.4 million of licenses. Intangible assets not subject to amortization at April 29, 2012 totaled $1.04 billion and consisted of $895.9 million of trademarks, $119.3 million of recipes/processes, and $20.1 million of licenses. The increase in intangible assets, not subject to amortization expense, between April 28, 2013 and December 29, 2013, was due to the preliminary purchase accounting associated with the Acquisition (see Note 4). The reduction in intangible assets, not subject to amortization expense, between April 29, 2012 and April 28, 2013 was primarily due to translation adjustments and $14.6 million of intangible assets allocated to discontinued operations.

9. Income Taxes

The following table summarizes the provision/(benefit) for U.S. federal, state and foreign taxes on income from continuing operations.

	Successor			Predecessor
	February 8 - December 29, 2013			April 29 - June 7, 2013			April 28, 2013 FY 2013			April 29, 2012 FY 2012			April 27, 2011 FY 2011
	(In thousands)
Current:
U.S. federal	$	10,200		$	55,197		$	126,878		$	112,064		$	41,673
State	1,798			8,409			14,622			12,326			14,992
Foreign	54,382			17,983			187,363			216,076			161,355
	66,380			81,589			328,863			340,466			218,020
Deferred:
U.S. federal	(124,798		)	(13,346		)	(13,589		)	(16,884		)	122,757
State	4,755			(469		)	894			4,124			(4,402		)
Foreign	(177,960		)	(6,677		)	(74,570		)	(82,740		)	34,442
	(298,003		)	(20,492		)	(87,265		)	(95,500		)	152,797
Provision for income taxes	$	(231,623	)	$	61,097		$	241,598		$	244,966		$	370,817

Tax benefits related to stock options and other equity instruments recorded directly to additional capital totaled $0 in the Successor period, $47 million in the Predecessor period from April 29, 2013 to June 7, 2013, $20.8 million in Fiscal 2013, $16.8 million in Fiscal 2012 and $21.4 million in Fiscal 2011.

65

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

The components of income (loss) from continuing operations before income taxes consist of the following:

	Successor			Predecessor
	February 8 - December 29, 2013			April 29 - June 7, 2013			April 28, 2013 FY 2013		April 29, 2012 FY 2012		April 27, 2011 FY 2011
	(In thousands)
Domestic	$	(290,579	)	$	(191,629	)	$	378,283	$	315,741	$	470,646
Foreign	(7,126		)	61,302			965,360		920,348		945,676
Income (loss) from continuing operations	$	(297,705	)	$	(130,327	)	$	1,343,643	$	1,236,089	$	1,416,322

The differences between the U.S. federal statutory tax rate and the Company’s consolidated effective tax rate on continuing operations are as follows:

	Successor		Predecessor
	February 8 - December 29, 2013		April 29 - June 7, 2013		April 28, 2013 FY 2013		April 29, 2012 FY 2012		April 27, 2011 FY 2011
U.S. federal statutory tax rate	35.0	%	35.0	%	35.0	%	35.0	%	35.0	%
Tax on income of foreign subsidiaries	6.9		6.0		(5.5	)	(6.2	)	(3.9	)
Changes in valuation allowances	(2.7	)	1.6		0.9		1.5		(0.8	)
State income taxes	(4.3	)	(0.5	)	0.3		0.8		1.0
Nondeductible deal costs	(2.0	)	(18.8	)	—		—		—
Earnings repatriation	(1.0	)	(77.2	)	0.9		2.0		2.9
Tax exempt income	13.3		9.7		(6.6	)	(7.3	)	(5.7	)
Effects of revaluation of tax basis of foreign assets	—		0.4		(6.2	)	(3.2	)	(1.6	)
Reduction of manufacturing deduction for loss carryback	(3.7	)	—		—		—		—
Deferred tax effect of foreign statutory tax rate changes	35.9		0.3		(0.7	)	(1.1	)	(0.5	)
Audit settlements and changes in uncertain tax positions	(0.4	)	(3.6	)	(0.3	)	(2.0	)	—
Other	0.8		0.2		0.2		0.3		(0.2	)
Effective tax rate	77.8	%	(46.9	)%	18.0	%	19.8	%	26.2	%

The increase in the effective tax rate on pre-tax losses in the Successor period resulted primarily from benefits related to a statutory tax rate reduction in the United Kingdom and a favorable jurisdictional mix. The negative effective tax rate in the June 7, 2013 Predecessor period was principally caused by tax expense provided in the period for the effect of repatriation costs for earnings of foreign subsidiaries distributed during the period along with the effect of nondeductible Merger related costs.

The decrease in the effective tax rate in Fiscal 2013 compared to Fiscal 2012 is primarily the result of increased benefits from the revaluation of the tax basis of certain foreign assets, and reduced charges for the repatriation of current year foreign earnings. These amounts were partially offset by lower current year benefits from tax exempt income and tax on income of foreign subsidiaries. The Fiscal 2012 tax provision also included a benefit from the resolution of a foreign tax case. Both Fiscal 2013 and Fiscal 2012 included a benefit of approximately $15 million from the reversal of an uncertain tax position liability due to the expiration of the statute of limitations in a foreign tax jurisdiction as well as benefits in each year related to 200 basis point statutory tax rate reductions in the United Kingdom. The decrease in the effective tax rate in Fiscal 2012 compared to Fiscal 2011 was primarily the result of increased benefits from the revaluation of the tax basis of foreign assets, the reversal of an uncertain tax position liability due to the expiration of the statute of limitations in a foreign jurisdiction, the beneficial resolution of a foreign tax case, and lower tax on the income of foreign subsidiaries primarily resulting from a statutory tax rate reduction in the U.K. These benefits were partially offset by changes in valuation allowances.

The tax benefit in the Successor period included a benefit of $106.7 million related to the impact on deferred taxes of a 300 basis point statutory tax rate reduction in the United Kingdom which was enacted during July 2013. The benefit of the statutory tax rate reduction in the United Kingdom was significantly increased as compared to the impact of the prior year United Kingdom rate reductions due to the increase in deferred tax liabilities recorded in purchase accounting for the Merger.

During Fiscal 2013, the Company completed a tax-free reorganization in a foreign jurisdiction which resulted in an increase in the tax basis of both fixed and intangible assets. The increased tax basis resulted in a $63.0 million tax benefit in Fiscal 2013

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Notes to Consolidated Financial Statements — (Continued)

and is expected to provide cash flow benefits of approximately $91 million over the following 10 years as a result of the tax deductions of the assets over their amortization periods.

During Fiscal 2013, a foreign subsidiary of the Company exercised a tax option under local law to revalue certain of its intangible assets, increasing the local tax basis by $82.1 million. This revaluation resulted in a reduction of tax expense in Fiscal 2013 of $12.9 million, reflecting the deferred tax benefit from the higher tax basis partially offset by the tax liability arising from this revaluation of $13.1 million.

During Fiscal 2012, a foreign subsidiary of the Company exercised a tax option under local law to revalue certain of its intangible assets, increasing the local tax basis by approximately $220.2 million. This revaluation resulted in a reduction in Fiscal 2012 tax expense of $34.9 million reflecting the deferred tax benefit from the higher tax basis partially offset by the current tax liability arising from this revaluation of $34.8 million.

The tax benefit from the higher basis amortization of both revaluations above will result in a reduction in cash taxes over the 20 year tax amortization period of approximately $95 million. Also, as a result of these taxable revaluations, the subsidiary made tax payments of $15.7 million, $17.9 million and $10.4 million during the Successor period, Fiscal 2013 and Fiscal 2012, respectively, and is expected to make an additional payment of approximately $4 million during calendar year 2014.

The following table and note summarize deferred tax (assets) and deferred tax liabilities as of December 29, 2013, April 28, 2013 and April 29, 2012.

	Successor			Predecessor
	December 29, 2013			April 28, 2013			April 29, 2012
	(In thousands)
Depreciation/amortization	$	775,441		$	394,361		$	469,963
Benefit plans	81,213			41,354			59,647
Deferred income	259,238			95,911			90,006
Financing costs	—			117,161			117,670
Indefinite lived intangible assets	3,691,087			438,647			441,024
Unremitted earnings of foreign subsidiaries	344,883			1,571			6,466
Other	57,973			46,510			48,371
Deferred tax liabilities	5,209,835			1,135,515			1,233,147
Operating loss carryforwards/carrybacks	(365,595		)	(90,790		)	(141,358		)
Benefit plans	(87,157		)	(211,658		)	(195,697		)
Depreciation/amortization	(358,098		)	(158,194		)	(147,745		)
Tax credit carryforwards	(71,369		)	(111,431		)	(81,703		)
Deferred income	(93,244		)	(18,596		)	(20,286		)
Other	(129,670		)	(97,894		)	(96,502		)
Deferred tax assets	(1,105,133		)	(688,563		)	(683,291		)
Valuation allowance	78,205			46,069			90,553
Net deferred tax liabilities	$	4,182,907		$	493,021		$	640,409

The table above excludes foreign deferred tax assets of $55.1 million, deferred tax liabilities of $5.2 million and a valuation allowance of $54.3 million related to a business classified as held for sale as of April 28, 2013 which was subsequently sold.  

The Company records valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized. When assessing the need for valuation allowances, the Company considers future taxable income and ongoing prudent and feasible tax planning strategies. Should a change in circumstances lead to a change in judgment about the realizability of deferred tax assets in future years, the Company would adjust related valuation allowances in the period that the change in circumstances occurs, along with a corresponding increase or charge to income.

The resolution of tax reserves and changes in valuation allowances could be material to the Company’s results of operations for any period, but is not expected to be material to the Company’s financial position.

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Notes to Consolidated Financial Statements — (Continued)

At the end of the Successor period, foreign operating loss carryforwards totaled $390.3 million. Of that amount, $162.8 million expire between 2014 and 2033; the other $227.5 million do not expire. U.S. federal operating losses, which arose principally as a result of the significant costs related to the Merger and subsequent restructuring and productivity actions, total $657.2 million and expire in 2033. The Company expects to fully utilize its U.S. federal operating losses during 2014 against both prior (through loss carryback) and current year taxable income. Deferred tax assets of $34.4 million have been recorded for foreign tax credit carryforwards. These credit carryforwards expire between 2020 and 2023. Deferred tax assets of $30.5 million have been recorded for state operating loss carryforwards. These losses expire between 2014 and 2033. Additionally, the Company has incurred losses in a foreign jurisdiction where the realization of a tax benefit is considered remote and, as a result, the Company has no deferred tax asset recognized for such losses.  

The net change in the Successor period valuation allowance shown above is an increase of $32.1 million. The increase was primarily due to the recording of additional valuation allowance for foreign and state operating loss carryforwards that are not expected to be utilized. The net change in the Fiscal 2013 valuation allowance shown above is a decrease of $44.5 million. The decrease was primarily due to the classification of a foreign business as held for sale. The net change in the Fiscal 2012 valuation allowance was an increase of $26.2 million. The increase was primarily due to the recording of additional valuation allowance for foreign loss carryforwards that are not expected to be utilized, partially offset by the release of valuation allowance related to state tax loss and credit carryforwards that are now expected to be utilized. The net change in the Fiscal 2011 valuation allowance was an increase of $1.9 million. The increase was primarily due to the recording of additional valuation allowance for foreign loss carryforwards that are not expected to be utilized, partially offset by the release of valuation allowance related to state tax loss and credit carryforwards that are now expected to be utilized.

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:

	Successor			Predecessor
	February 8 - December 29, 2013			April 29 - June 7, 2013			April 28, 2013			April 29, 2012			April 27, 2011
	(In millions)
Balance at the beginning of the period	$	50.7		$	45.4		$	52.7		$	70.7		$	57.1
Increases for tax positions of prior years	0.5			5.8			1.9			5.2			13.5
Decreases for tax positions of prior years	(6.9		)	(0.9		)	(8.6		)	(18.0		)	(26.0		)
Increases based on tax positions related to the current year	4.6			1.7			13.9			3.7			10.8
Increases due to business combinations	4.4			—			—			—			26.9
Decreases due to settlements with taxing authorities	—			—			(4.1		)	(2.2		)	(5.4		)
Decreases due to lapse of statute of limitations	(0.2		)	(1.3		)	(10.4		)	(6.7		)	(6.2		)
Balance at the end of the period	$	53.1		$	50.7		$	45.4		$	52.7		$	70.7

The amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate was $44.9 million, $38.3 million and $38.9 million, on December 29, 2013, April 28, 2013 and April 29, 2012, respectively.

The Company classifies interest and penalties on tax uncertainties as a component of the provision for income taxes. For the Successor period from February 8, 2013 to December 29, 2013, the total amount of net interest and penalty expense included in the provision for income taxes was an expense of $1.4 million and $0.1 million, respectively. For the Predecessor period April 29, 2013 to June 7, 2013, the total amount of net interest and penalty expense included in the provision for income taxes was an expense of $1.8 million and $0.2 million, respectively. For Fiscal 2013, the total amount of net interest and penalty expense included in the provision for income taxes was a benefit of $4.2 million and $6.3 million, respectively. For Fiscal 2012, the total amount of net interest and penalty expense included in the provision for income taxes was a benefit of $9.5 million and $4.7 million, respectively. For Fiscal 2011, the total amount of net interest and penalty expense included in the provision for income taxes was a benefit of $1.3 million and $0.1 million, respectively. The total amount of interest and penalties accrued as of December 29, 2013 was $10.7 million and $8.5 million, respectively. The total amount of interest and penalties accrued as of April 28, 2013 was $8.5 million and $6.9 million, respectively. The corresponding amounts of accrued interest and penalties at April 29, 2012 were $16.0 million and $13.8 million, respectively.

It is reasonably possible that the amount of unrecognized tax benefits will decrease by as much as $25 million in the next 12 months primarily due to the expiration of statutes in various foreign jurisdictions along with the progression of federal, state and foreign audits in process.

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Notes to Consolidated Financial Statements — (Continued)

The provision for income taxes consists of provisions for federal, state and foreign income taxes. The Company operates in an international environment with significant operations in various locations outside the U.S. Accordingly, the consolidated income tax rate is a composite rate reflecting the earnings in various locations and the applicable tax rates. In the normal course of business the Company is subject to examination by taxing authorities throughout the world, including such major jurisdictions as Australia, Canada, Italy, the Netherlands, the United Kingdom and the United States. The Company has substantially concluded all national income tax matters for years through Fiscal 2011 for the Netherlands and United Kingdom, Fiscal 2010 for the U.S., through Fiscal 2009 for Italy, and through Fiscal 2008 for Australia and Canada.

Undistributed earnings of foreign subsidiaries considered to be indefinitely reinvested or which may be remitted tax free in certain situations, amounted to approximately $2.2 billion at December 29, 2013. The Company has not determined the deferred tax liability associated with these undistributed earnings, as such determination is not practicable. Prior to the Merger, our intent was to reinvest the accumulated earnings of our foreign subsidiaries in our international operations, except where remittance could be made tax free in certain situations, and our plans did not demonstrate a need to repatriate them to fund our cash requirements in the U.S. and, accordingly, a liability for the related deferred income taxes was not reflected in the Company's financial statements as of April 28, 2013. While we continue to expect to reinvest a substantial portion of the prior and future earnings of our foreign subsidiaries in our international operations, as of the Acquisition date we determined that a portion of our accumulated unremitted foreign earnings are likely to be needed to meet U.S. cash needs principally due to the increased financing costs arising with the Acquisition. For the portion of unremitted foreign earnings preliminarily determined not to be permanently reinvested, a deferred tax liability of approximately $345 million is recorded at December 29, 2013. The Company currently anticipates repatriating the majority of the accumulated unremitted earnings which are no longer permanently reinvested during 2014 resulting in the utilization of a substantial portion of its foreign tax credit carryforwards. The Company has not yet finalized its estimate of acquisition date deferred taxes associated with its repatriation plans and further adjustments of this estimate may be made as the purchase price allocation is finalized during the measurement period.

10.    Debt and Financing Arrangements

Short-term debt consisted of bank debt and other borrowings of $143.7 million, $1.14 billion and $46.5 million as of December 29, 2013, April 28, 2013 and April 29, 2012, respectively. The weighted average interest rate was 2.1%, 1.4% and 5.1% for the transition period, Fiscal 2013 and Fiscal 2012, respectively. See below for further discussion of a short-term credit agreement entered into in April 2013.

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Notes to Consolidated Financial Statements — (Continued)

Long-term debt was comprised of the following as of December 29, 2013, April 28, 2013 and April 29, 2012:

	Successor			Predecessor
	December 29, 2013			April 28, 2013			April 29, 2012
				(In thousands)
$2.95 billion Term B-1 Loan	2,929,213			—			—
$6.55 billion Term B-2 Loan	6,518,524			—			—
$3.10 billion 4.25% Second Lien Senior Secured Notes due 2020	3,100,000			—			—
Japanese Yen Credit Agreement due October 2012 (variable rate)	—			—			186,869
Other U.S. Dollar Debt due May 2013 — November 2034 (0.94%—7.96%)	10,774			25,688			43,164
Other Non-U.S. Dollar Debt due May 2013 — May 2023 (3.50%—11.00%)	70,411			56,293			64,060
5.35% U.S. Dollar Notes due July 2013	—			499,993			499,958
8.0% Heinz Finance Preferred Stock due July 2013	—			350,000			350,000
Japanese Yen Credit Agreement due December 2013 (variable rate)	—			163,182			199,327
U.S. Dollar Private Placement Notes due May 2014 — May 2021 (2.11% - 4.23%)	—			500,000			500,000
Japanese Yen Credit Agreement due October 2015 (variable rate)	—			152,983			—
U.S. Dollar Private Placement Notes due July 2016 — July 2018 (2.86% - 3.55%)	—			100,000			100,000
2.00% U.S. Dollar Notes due September 2016	58,308			299,933			299,913
1.50% U.S. Dollar Notes due March 2017	17,743			299,648			299,556
U.S. Dollar Remarketable Securities due December 2020	—			119,000			119,000
3.125% U.S. Dollar Notes due September 2021	34,433			395,772			395,268
2.85% U.S. Dollar Notes due March 2022	5,599			299,565			299,516
$235 million 6.375% U.S. Dollar Debentures due July 2028	258,075			231,396			231,137
£125 million6.25% British Pound Notes due February 2030	218,507			192,376			202,158
$437 million 6.75% U.S. Dollar Notes due March 2032	476,943			435,185			435,112
$931 million 7.125% U.S. Dollar Notes due August 2039	1,026,881			628,082			626,747
	14,725,411			4,749,096			4,851,785
Hedge Accounting Adjustments (See Note 15)	—			122,455			128,444
Less portion due within one year	(107,765		)	(1,023,212		)	(200,248		)
Total long-term debt	$	14,617,646		$	3,848,339		$	4,779,981
Weighted-average interest rate on long-term debt, including the impact of applicable interest rate swaps	4.01		%	4.07		%	4.28		%

Senior Credit Facilities

The Senior Credit Facilities are with a syndicate of banks and other financial institutions and provides financing of up to $9.5 billion and consist of (i)(a) term B-1 loans in an aggregate principal amount of $2.95 billion (the “B-1 Loans”) and (b) term B-2 loans in aggregate principal amount of $6.55 billion (the “B-2 Loans”) in each case under the new senior secured term loan facilities (the “Term Loan Facilities”) and (ii) revolving loans of up to $2.0 billion (including revolving loans, swingline loans and letters of credit), a portion of which may be denominated in Euro, Sterling, Australian Dollars, Japanese Yen or New Zealand Dollars, under the new senior secured revolving loan facilities (the “Revolving Credit Facilities” and, together with the Term Loan Facilities, the "Senior Credit Facilities"). Concurrently with the consummation of the Merger, the full amount of the term loan was drawn, and no revolving loans were drawn.

Borrowings under the Term Loan Facilities have tranches of 6 and 7 year maturities and fluctuating interest rates based on, at the Company's election, base rate or LIBOR plus a spread on each of the tranches, with respective spreads ranging from 125-150 basis points for base rate loans with a 2% base rate floor and 225-250 basis points for LIBOR loans with a 1% LIBOR floor. Loans under the revolving credit facilities have 5 year maturities and a fluctuating interest rate based on, at the Company's election, base rate or LIBOR, with respective spreads ranging from 50-100 basis points for base rate loans and 150-200 basis points for LIBOR loans, on which nothing is currently drawn.

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Notes to Consolidated Financial Statements — (Continued)

The obligations of the Company under the Senior Credit Facilities are guaranteed by Holdings and each direct and indirect, existing and future, domestic material wholly-owned restricted subsidiary of the Company. The Senior Credit Facilities and any swap agreements and cash management arrangements provided by any party to the Senior Credit Facilities or any of its affiliates are expected to be secured on a first priority basis by a perfected security interest in substantially all of the Company's and each guarantor's tangible and intangible assets (subject to certain exceptions), including U.S. registered intellectual property, owned real property above a value to be agreed and all of the capital stock of the borrower and all capital stock directly held by the borrower or any subsidiary guarantor of each of its wholly-owned material restricted subsidiaries (limited to 65% of the capital stock of foreign subsidiaries).

The Senior Credit Facilities contain a number of customary affirmative and negative covenants that, among other things, limits or restricts the ability of the Company and its restricted subsidiaries to incur additional indebtedness (including guarantee obligations); incur liens; engage in mergers, consolidations, liquidations and dissolutions (other than the Merger); sell assets; pay dividends and make other payments in respect of capital stock; make acquisitions, investments, loans and advances; pay and modify the terms of certain indebtedness; engage in certain transactions with affiliates; enter into negative pledge clauses and clauses restricting subsidiary distributions; and change its line of business.

In addition, under the Revolving Credit Facilities, the Company is required to comply with a specified first lien senior secured leverage ratio to the extent any loans are outstanding under the New Revolving Credit Facility or Letters of Credit issued and outstanding thereunder exceed $50 million as of the end of any fiscal quarter. The Senior Credit Facilities also contains certain customary representations and warranties, affirmative covenants and events of default. As of December 29, 2013, the Company is in compliance with these credit facility covenants.

4.25% Second Lien Senior Secured Notes

On April 1, 2013, in connection with the Merger, Merger Subsidiary completed the private placement of $3.1 billion aggregate principal amount of 4.25% Second Lien Senior Secured Notes due 2020 (the “Notes”) to initial purchasers for resale by the Initial Purchasers to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States under Regulation S of the Securities Act. The Notes were issued pursuant to an indenture (the “Indenture”), dated as of April 1, 2013, by and among Merger Subsidiary, Holdings and Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).

On June 7, 2013, the Company, certain of its direct and indirect wholly owned domestic subsidiaries (the “Guarantors”), the Trustee and the Collateral Agent entered into a supplemental indenture (the “Supplemental Indenture”) to the Indenture pursuant to which the Company assumed all of the obligations of Merger Subsidiary as issuer of the Notes. Also on June 7, 2013, in connection with the Merger, we executed a Joinder Agreement (the “Purchase Agreement Joinder”) to the Purchase Agreement, dated March 22, 2013 (the “Purchase Agreement”), among Merger Subsidiary, Parent and the several initial purchasers named in the schedule thereto (the “Initial Purchasers”), relating to the issuance and sale by Merger Subsidiary to the Initial Purchasers of $3.1 billion in aggregate principal amount of the Notes, pursuant to which the H. J. Heinz Company and certain of its subsidiaries became parties to the Purchase Agreement.

Interest on the Notes accrues at the rate of 4.25% per annum and is payable, in cash, semi-annually in arrears on each date April 15 and October 15, beginning on October 15, 2013, to holders at the close of business on April 1 and October 1 immediately preceding the applicable interest payment date. Interest on the Notes accrues from and includes the most recent date to which interest has been paid or, if no interest has been paid, from and including the date of issuance. Interest is computed on the basis of a 360-day year consisting of twelve 30-day months. Each interest period will end on (but not include) the relevant interest payment date.

The Notes are jointly and severally, unconditionally guaranteed on a senior secured basis, by Holdings and each direct and indirect, existing and future, domestic material 100% owned restricted subsidiary that guarantee our obligations under the Senior Credit Facilities.

The Indenture (as supplemented by the Supplemental Indenture) limits the ability of the Company and its restricted subsidiaries to incur additional indebtedness or guarantee indebtedness; create liens or use assets as security in other transactions; declare or pay dividends, redeem stock or make other distributions to stockholders; make investments; merge or consolidate, or sell, transfer, lease or dispose of substantially all of our assets; enter into transactions with affiliates; sell or transfer certain assets; and agree to certain restrictions on the ability of restricted subsidiaries to make payments to us. We are in compliance with these covenants as of December 29, 2013.

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Notes to Consolidated Financial Statements — (Continued)

The Notes can be redeemed at any time prior to April 15, 2015 by paying a make-whole premium, plus accrued and unpaid interest to the redemption date. We may redeem all or part of the Notes at any time after April 15, 2015 at the following percentages: 2015: 102.125%, 2016: 101.0625%, 2017 and thereafter: 100%. In addition, at any time prior to April 15, 2015, we may redeem up to 40% of the aggregate principal amount of the Notes at a redemption price equal to 104.25% of the principal amount thereof plus accrued and unpaid interest, if any, to the redemption date, with the net cash proceeds from certain equity offerings.

If the Company experiences a change of control, the holders of the Notes have the right to require the Company to offer to repurchase the Notes at a purchase price equal to 101% of their aggregate principal amount plus accrued and unpaid interest and additional amounts, if any, to the date of such repurchase.

On April 1, 2013, concurrently with the consummation of the issuance of the Notes, we entered into a Registration Rights Agreement (the "Registration Rights Agreement") among Merger Subsidiary, Holdings and Wells Fargo Securities, LLC for itself and on behalf of the Initial Purchasers. On June 7, 2013, we executed a joinder to the Registration Rights Agreement pursuant to which the H. J. Heinz Company and certain of its subsidiaries became parties to the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, we agreed, at our own cost, for the benefit of the holders of the Notes, to use our commercially reasonable efforts to file a registration statement (the “exchange offer registration statement”) with respect to a registered exchange offer (each, an “exchange offer”) to exchange such notes for new notes with terms substantially identical in all material respects with the notes (except for the provisions relating to the transfer restrictions and payment of additional interest), to cause the exchange offer registration statement to be declared effective by the SEC under the Securities Act and to consummate the exchange offer not later than 365 days after the Merger closing date. In the event that the exchange offer registration statement is not completed or is not declared effective by the SEC within 365 days after the Merger closing date, the interest rate will be increased, up to a maximum increase of 1.00% per annum, until the exchange offer registration is declared effective by the SEC.

Financing implications of the acquisition on our existing debt

A substantial portion of the Company's indebtedness was subject to acceleration upon a change of control or required the Company to offer holders the option to repurchase such indebtedness from such holders (assuming such change of control triggered certain downgrades in the ratings of the Company's debt).  On June 7, 2013 certain of the Company's outstanding indebtedness that was not subject to acceleration upon a change of control and that either did not contain change of control repurchase obligations or where the holders did not elect to have such indebtedness repurchased in a change of control offer remain outstanding as at June 7, 2013. 

On March 13, 2013, the Company launched a successful consent solicitation relating to the 7.125% Notes due 2039 seeking a waiver of the change of control provisions as applicable to the Merger Agreement and as a result those notes remain outstanding as of December 29, 2013.

Debt issuance costs

As of December 29, 2013, unamortized debt issuance costs related to new borrowings under our current Senior Credit Facilities and the Notes were $320.8 million, collectively. Amortization of debt issuance costs recorded were $29.1 million for the period February 8, 2013 to December 29, 2013, and $0.9 million for the Predecessor period. These costs are amortized on a straight-line basis or using the effective interest method, as appropriate, over the respective term of debt to which they specifically relate.

Total long term debt matures as follows:

	Fiscal Year
	2014		2015		2016		2017		2018		There After		Total
	(In thousands)
Maturity /Retirements	$	107,765	$	117,801	$	111,258	$	168,543	$	115,411	$	14,104,633	$	14,725,411

Other information

During the first quarter of Fiscal 2013, the Company terminated its variable rate three year 15 billion Japanese yen denominated credit agreement that was due October 2012, and settled the associated swap, which had an immaterial impact to the Company's consolidated statement of income. In addition, the Company entered into a new variable rate three year 15 billion

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Notes to Consolidated Financial Statements — (Continued)

Japanese yen denominated credit agreement. The proceeds were swapped to $188.5 million U.S. dollars and the interest rate was fixed at 2.22%. This credit agreement was terminated in the Predecessor period April 29, 2013 to June 7, 2013.

At April 28, 2013, the Company had a $1.5 billion credit agreement which expires in June 2016. This credit agreement supported the Company's commercial paper borrowings. In April 2013, the Company entered into a new $1.5 billion1.28% credit agreement under which it borrowed $1.1 billion primarily to pay off all of the outstanding commercial paper. Both credit agreements were terminated on June 7, 2013 in conjunction with the closing of the Merger Agreement. In addition, the Company has $217.9 million of foreign lines of credit available at December 29, 2013.

During the fourth quarter of Fiscal 2012, the Company issued $300 million1.50% Notes due 2017 and $300 million2.85% Notes due 2022. During the second quarter of Fiscal 2012, the Company issued $300 million2.00% Notes due 2016 and $400 million3.125% Notes due 2021. During the first quarter of Fiscal 2012, the Company issued $500 million of private placement notes at an average interest rate of 3.48% with maturities of three, five, seven and ten years. Additionally, during the first quarter of Fiscal 2012, the Company issued $100 million of private placement notes at an average interest rate of 3.38% with maturities of five and seven years. The prior year proceeds were used for the repayment of commercial paper and to pay off the Company's $750 million of notes which matured on July 15, 2011 and $600 million notes which matured on March 15, 2012.

Certain of the Company's debt agreements contain customary covenants, including a leverage ratio covenant. The Company was in compliance with all of its covenants as of December 29, 2013, April 28, 2013 and April 29, 2012.

During the third quarter of Fiscal 2012, the Company remarketed the remaining $119 million remarketable securities at a rate of 6.049%. On the same date, the Company entered into a total rate of return swap with a notional amount of $119 million as an economic hedge to reduce the interest cost related to these remarketable securities. See Note 15 for further details. As a result of the Merger, the remarketable securities were repaid and the associated total rate of return swap was terminated.

During the first quarter of Fiscal 2013, the Company entered into an amendment of its $175 million accounts receivable securitization program that extended the term until June 7, 2013. For the sale of receivables under the program, the Company receives cash consideration of up to $175 million and a receivable for the remainder of the purchase price (the "Deferred Purchase Price"). The cash consideration and the carrying amount of receivables removed from the consolidated balance sheets were $158.7 million and $161.8 million as of April 28, 2013 and April 29, 2012, respectively, resulting in a decrease of $3.1 million in cash for sales under this program for Fiscal 2013 and an increase in cash of $132.8 million for Fiscal 2012. The fair value of the Deferred Purchase Price was $53.6 million and $56.8 million as of April 28, 2013 and April 29, 2012, respectively. The increase in cash proceeds related to the Deferred Purchase Price was $3.2 million and $117.1 million as of April 28, 2013 and April 29, 2012, respectively. This Deferred Purchase Price is included as a trade receivable on the consolidated balance sheets and has a carrying value which approximates fair value as of April 28, 2013 and April 29, 2012, due to the nature of the short-term underlying financial assets. On May 31, 2013, subsequent to the Fiscal 2013 year end, the Company entered into an amendment of the $175 million accounts receivables securitization program that extended the term until May 30, 2014. Prior to this amendment, the Company accounted for transfers of receivables pursuant to this program as a sale and removed them from the consolidated balance sheet. This amendment results in the transfers no longer qualifying for sale treatment under U.S. GAAP. As a result, all transfers are accounted for subsequent to this amendment as secured borrowings and the receivables sold pursuant to this program are included on the balance sheet as trade receivables, along with the Deferred Purchase Price. The amount of trade receivables included on the balance sheet at December 29, 2013 which are acting as collateral for these borrowings was $140 million.

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Notes to Consolidated Financial Statements — (Continued)

11.    Supplemental Cash Flows Information

	Successor		Predecessor
	February 8 - December 29, 2013		April 29 - June 7, 2013		April 28, 2013 FY 2013		April 29, 2012 FY 2012		April 27, 2011 FY 2011
	(In thousands)
Cash Paid During the Period For:
Interest	$	259,335	$	42,376	$	285,324	$	277,954	$	268,131
Income taxes	$	131,213	$	31,912	$	327,046	$	265,547	$	154,527

In addition, the Company acted as servicer for approximately $76.5 million, $184.3 million and $205.6 million of trade receivables which were sold to unrelated third parties without recourse as of December 29, 2013, April 28, 2013 and April 29, 2012, respectively. These trade receivables are short-term in nature. The proceeds from these sales are also recognized on the statements of cash flows as a component of operating activities.

The Company has not recorded any servicing assets or liabilities as of December 29, 2013, April 28, 2013 or April 29, 2012 for the arrangements discussed above because the fair value of these servicing agreements as well as the fees earned were not material to the financial statements.

12.    Employees' Stock Incentive Plans and Management Incentive Plans

On June 7, 2013, in accordance with the Merger, (i) each outstanding share of Company common stock (other than shares owned by the Company, Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Parent, and in each case not held on behalf of third parties) was canceled and automatically converted into the right to receive $72.50 in cash, without interest and less applicable withholding taxes thereon (the “Merger Consideration”), (ii) each outstanding stock option, whether vested or unvested, was canceled and automatically converted into the right to receive, with respect to each share subject to the option, the Merger Consideration less the exercise price per share, (iii) each outstanding Company phantom unit, whether vested or unvested, was canceled and automatically converted into the right to receive the Merger Consideration, and (iv) each outstanding Company restricted stock unit ("RSU") (other than retention restricted stock units), whether vested or unvested, was canceled and automatically converted into the right to receive, with respect to each share subject to the restricted stock unit, the Merger Consideration plus any accrued and unpaid dividend equivalents, except that payment in respect of Company restricted stock units that have been deferred will be made in accordance with the terms of the award and the applicable deferral election made by the holder. The expense from accelerated vesting of these stock-based awards totaling $24.3 million was recorded in Merger related costs in the accompanying statement of operations for the Predecessor period ended June 7, 2013.

At December 29, 2013, the Company has no outstanding pre-Merger stock option awards, restricted stock units and restricted stock awards, other than the retention RSUs. Retention RSUs were not canceled in connection with the Merger, andremain subject to the vesting schedule pursuant to the existing terms of the applicable award agreements and the general timing of payment would be in accordance with such terms. Pursuant to the Merger Agreement, these equity awards have been converted into liability awards and for the vested portion of these awards the Company recorded an amount equal to the Merger consideration plus any accrued and unpaid dividend equivalents.

The compensation cost related to equity plans that were in place in the Predecessor periods primarily recognized in SG&A and Merger related costs, and the related tax benefit, are as follows:

	Successor		Predecessor
	February 8 - December 29, 2013		April 29 - June 7, 2013		April 28, 2013 FY 2013		April 29, 2012 FY 2012		April 27, 2011 FY 2011
	(In millions)
Pre-tax compensation cost	$	2.6	$	26.3	$	33.7	$	36.5	$	32.7
Tax benefit	0.9		8.0		10.8		12.0		10.4
After-tax compensation cost	$	1.7	$	18.3	$	22.9	$	24.5	$	22.3

74

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

During Fiscals 2013 and 2012, the Company's plan from which it issued equity-based awards was the Fiscal Year 2003 Stock Incentive Plan (the “2003 Plan”), which was approved by shareholders on September 12, 2002. During Fiscal 2011, the Company issued equity-based awards from the 2003 Plan and the 2000 Stock Option Plan (the “2000 Plan”).  The 2000 Plan was approved by Shareholders on September 12, 2000 and expired on September 12, 2010. Pursuant to the 2003 Plan, the Management Development & Compensation Committee ("MD&CC") was authorized to grant a maximum of 9.4 million shares for issuance as restricted stock units or restricted stock. Any available shares may have been issued as stock options. The maximum number of shares that may have been granted under this plan was 18.9 million shares. Shares issued under these plans were sourced from available treasury shares. The 2003 Plan was originally scheduled to continue to be used until there were no more outstanding shares to award; however, the 2003 Plan was terminated as a result of the Merger.  Effective August 28, 2012, the MD&CC approved the 2013 Plan with a term of ten years.  The MD&CC was authorized to grant a maximum of 10 million shares for issuance as restricted stock units, restricted stock, or stock options; however, no shares were issued from this Plan. The 2013 Plan was terminated as a result of the Merger.

Stock Options:

In October 2013, the Board adopted the H.J. Heinz Holding Corporation 2013 Omnibus Incentive Plan (the “2013 Omnibus Plan”) which authorizes the issuance of up to 39,600,000 shares of our Parent's capital stock. On October 16, 2013, Parent granted non-qualified stock options under the 2013 Omnibus Plan to purchase up to 14,300,000 shares of Common Stock in Parent to select employees and Directors. With respect to the 14,300,000 shares underlying such options, the exercise price is $10.00 per share with cliff vesting on July1, 2018, provided the employee is continuously employed by Parent or one of its subsidiaries or affiliates. Share-based compensation expense of $1.4 million associated with such grant was pushed down to the Company and is reflected in SG&A for the Successor period.

Prior to the Merger, stock options generally vested over a period of four years after the date of grant. Awards granted prior to Fiscal 2006 generally had a maximum term of ten years. Awards granted between Fiscal 2006 and Fiscal 2012 had a maximum term of seven years. Awards granted in Fiscal 2013 had a maximum term of ten years.

In accordance with their respective plans, stock option awards are forfeited if a holder voluntarily terminates employment prior to the vesting date. The Company estimates forfeitures based on an analysis of historical trends updated as discrete new information becomes available and are re-evaluated on an annual basis. Compensation cost in any period is at least equal to the grant-date fair value of the vested portion of an award on that date.

The Company presents all benefits of tax deductions resulting from the exercise of stock-based compensation as operating cash flows in the consolidated statements of cash flows, except the benefit of tax deductions in excess of the compensation cost recognized for those options (“excess tax benefits”) which are classified as financing cash flows. There were no exercises of stock-based compensation in the Successor period February 8, 2013 to December 29, 2013. For the Predecessor period April 29, 2013 to June 7, 2013, $14.4 million of cash tax benefits was reported as an operating cash inflow and $36.7 million of excess tax benefits as a financing cash inflow. For the fiscal year ended April 28, 2013, $8.1 million of cash tax benefits was reported as an operating cash inflow and $10.3 million of excess tax benefits as a financing cash inflow. For the fiscal year ended April 29, 2012, $7.5 million of cash tax benefits was reported as an operating cash inflow and $7.6 million of excess tax benefits as a financing cash inflow. For the fiscal year ended April 27, 2011, $12.4 million of cash tax benefits was reported as an operating cash inflow and $8.6 million of excess tax benefits as a financing cash inflow.

During Fiscal 2013, the Company granted 1,540,340 option awards to employees sourced from the 2003 Plan. The weighted average fair value per share of the options granted during the Successor period February 8, 2013 to December 29, 2013, fiscal years ended April 28, 2013, April 29, 2012, and April 27, 2011 as computed using the Black-Scholes pricing model was $2.43, $5.79, $5.80, and $5.36, respectively. There were no options granted in the Predecessor period April 29, 2013 to June 7, 2013. The weighted average assumptions used to estimate these fair values are as follows:

	Successor		Predecessor
	February 8 - December 29, 2013		April 28, 2013 FY 2013		April 29, 2012 FY 2012		April 27, 2011 FY 2011
Dividend yield	—	%	3.7	%	3.7	%	3.9	%
Expected volatility	24.3	%	19.4	%	20.9	%	20.5	%
Expected term (years)	5.0		7.0		5.0		5.5
Risk-free interest rate	1.4	%	1.0	%	1.0	%	1.7	%

75

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

The dividend yield assumption is based on the current fiscal year dividend payouts. The expected volatility of the Company’s common stock at the date of grant in the Predecessor was estimated based on a historic daily volatility rate over a period equal to the average life of an option. The expected volatility of the Company’s common stock at the date of grant in the Successor period was estimated based on a review of the equity volatilities of publicly-traded peer companies . The weighted average expected life of options is based on consideration of historical exercise patterns adjusted for changes in the contractual term and exercise periods of current awards. The risk-free interest rate is based on the U.S. Treasury (constant maturity) rate in effect at the date of grant for periods corresponding with the expected term of the options.

A summary of the Company’s stock option activity and related information is as follows:

	Number of Options		Weighted Average Exercise Price (per share)		Aggregate Intrinsic Value
	(In thousands, except per share data)
Predecessor
Options outstanding at April 28, 2010	12,921		$	39.36	$	508,611
Options granted	1,733		46.42		80,460
Options exercised	(4,813	)	35.73		(171,980		)
Options cancelled/forfeited and returned to the plan	(73	)	42.81		(3,147		)
Options outstanding at April 27, 2011	9,768		42.38		413,944
Options granted	1,649		52.19		86,068
Options exercised	(2,798	)	37.99		(106,287		)
Options cancelled/forfeited and returned to the plan	(11	)	38.38		(435		)
Options outstanding at April 29, 2012	8,608		45.69		393,290
Options granted	1,540		55.72		85,828
Options exercised	(3,504	)	42.35		(148,376		)
Options cancelled/forfeited and returned to the plan	(110	)	50.67		(5,616		)
Options outstanding at April 28, 2013	6,534		49.76		325,126
Options exercised - settled in shares	(25	)	34.60		(850		)
Options exercised - settled in cash	(6,509	)	49.82		(324,276		)
Options outstanding at June 7, 2013	—		—		—
Successor
Options outstanding at June 8, 2013	—		$	—	$	—
Options granted	14,300		$	10.00	$	143,000
Options outstanding at December 29, 2013	14,300		$	10.00	$	143,000
Options vested and exercisable at April 27, 2011	5,744		$	40.65	$	233,507
Options vested and exercisable at April 29, 2012	4,418		$	43.90	$	193,942
Options vested and exercisable at April 28, 2013	2,573		$	48.01	$	123,502
Options vested and exercisable at June 7, 2013	—		$	—	$	—
Options vested and exercisable at December 29, 2013	—		$	—	$	—

The Company received proceeds of $0.9 million, $113.5 million, $82.7 million, and $154.8 million from the exercise of stock options during the Predecessor period April 29, 2013 to June 7, 2013, fiscal years ended April 28, 2013, April 29, 2012 and April 27, 2011, respectively. The tax benefit recognized as a result of stock option exercises was $51.1 million, $18.3 million, $15.1 million and $21.0 million for the Predecessor period April 29, 2013 to June 7, 2013, fiscal years ended April 28, 2013, April 29, 2012, and April 27, 2011, respectively.

76

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

A summary of the status of the Company’s unvested stock options is as follows:

	Number of Options		Weighted Average Grant Date Fair Value (per share)
	(In thousands, except per share data)
Predecessor
Unvested options at April 29, 2012	4,190		$	5.43
Options granted	1,540		$	5.79
Options vested	(1,662	)	$	5.39
Options forfeited	(107	)	$	5.61
Unvested options at April 28, 2013	3,961		$	5.59
Options vested	(3,961	)	$	5.59
Unvested options at June 7, 2013	—		$	—
Successor
Unvested options at June 8, 2013	—		$	—
Options granted	14,300		$	2.43
Unvested options at December 29, 2013	14,300		$	2.43

Unrecognized compensation cost related to unvested option awards under the 2000 and 2003 Plans totaled $4.6 million and $6.4 million as of April 28, 2013 and April 29, 2012, respectively. Due to the Merger, stock options were canceled and cash-settled; therefore, there is no unrecognized expense as of June 7, 2013. Unrecognized compensation cost related to unvested option awards under the 2013 Omnibus Plan was $33.3 million as of December 29, 2013 to be recognized over 5 years.

Restricted Stock Units and Restricted Shares:

The 2003 Plan authorized up to 9.4 million shares for issuance as restricted stock units (“RSUs”) or restricted stock with vesting periods from the first to the fifth anniversary of the grant date as set forth in the award agreements. Upon vesting, the RSUs were converted into shares of the Company’s stock on a one-for-one basis and issued to employees, subject to any deferral elections made by a recipient or required by the plan. Restricted stock was reserved in the recipients’ name at the grant date and issued upon vesting. The Company was entitled to an income tax deduction in an amount equal to the taxable income reported by the holder upon vesting of the award. RSUs generally vested over a period of one to four years after the date of grant. The 2003 Plan was terminated as a result of the Merger.

Total compensation expense relating to former RSUs and restricted stock was $2.6 million, $21.7 million, $23.6 million, $25.7 million and $23.2 million for the Successor period February 8, 2013 to December 29, 2013, Predecessor period April 29, 2013 to June 7, 2013, fiscal years ended April 28, 2013, April 29, 2012, and April 27, 2011, respectively. Unrecognized compensation cost in connection with RSU and restricted stock grants totaled $24.9 million, $27.6 million, and $29.4 million at April 28, 2013, April 29, 2012, and April 27, 2011, respectively. Due to the Merger, RSUs and restricted stock (except retention RSUs) were cancelled and settled in cash; therefore, there is no unrecognized expense as of June 7, 2013. No RSUs or restricted stock was granted subsequent to June 7, 2013.

77

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

A summary of the activity of unvested RSU and restricted stock awards and related information is as follows:

	Number of Units		Weighted Average Grant Date Fair Value (Per Share)
	(In thousands, except per share data)
Predecessor
Unvested units and stock at April 28, 2010	1,496		$	44.13
Units and stock granted	574		46.74
Units and stock vested	(725	)	44.96
Units and stock cancelled/forfeited and returned to the plan	(49	)	43.47
Unvested units and stock at April 27, 2011	1,296		44.84
Units and stock granted	526		52.31
Units and stock vested	(520	)	45.27
Units and stock cancelled/forfeited and returned to the plan	(32	)	45.90
Unvested units and stock at April 29, 2012	1,270		47.75
Units and stock granted	464		55.88
Units and stock vested	(567	)	47.33
Units and stock cancelled/forfeited and returned to the plan	(53	)	50.01
Unvested units and stock at April 28, 2013	1,114		$	51.24
Units and stock vested - settled in shares	(9	)	46.37
Units and stock vested - settled in cash	(1,004	)	51.05
Units and stock converted to liability awards (RSU retention awards)	(97	)	53.69
Units and stock cancelled/forfeited and returned to the plan	(4	)	51.35
Unvested units and stock at June 7, 2013	—		$	—

Upon share option exercise or vesting of restricted stock and RSUs, the Company used available treasury shares and maintained a repurchase program that anticipated exercises and vesting of awards so that shares were available for issuance. The Company recorded forfeitures of restricted stock as treasury share repurchases.

Global Stock Purchase Plan:

The Company had a shareholder-approved employee global stock purchase plan (the “GSPP”) that permitted substantially all employees to purchase shares of the Company’s common stock at a discounted price through payroll deductions at the end of two six-month offering periods. The offering periods were February 16 to August 15 and August 16 to February 15. The purchase price of the option was equal to 95% of the fair market value of the Company’s common stock on the last day of the offering period. The number of shares available for issuance under the GSPP was a total of five million shares. During the two offering periods from February 16, 2012 to February 15, 2013, employees purchased 121,460 shares under the plan. During the two offering periods from February 16, 2011 to February 15, 2012, employees purchased 165,635 shares under the plan.

As a result of the Merger Agreement, the Company's GSPP was terminated immediately following the scheduled purchases on the February 15, 2013 purchase date for the purchase period August 16, 2012 to February 15, 2013.

Annual Incentive Bonus:

The Company’s management incentive plans cover officers and other key employees. Participants may elect to be paid on a current or deferred basis. The aggregate amount of all awards may not exceed certain limits in any year. Compensation under the management incentive plans was approximately $15 million, $3 million, $32 million, $34 million, and $45 million in the Successor period February 8, 2013 to December 29, 2013, the Predecessor period April 29, 2013 to June 7, 2013, Fiscals 2013, 2012 and 2011, respectively.

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H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

Long-Term Performance Program:

In May 2013, the Company granted performance awards as permitted in the 2003 Plan, subject to the achievement of certain performance goals. These performance awards were tied to the Company’s Relative Total Shareholder Return (“Relative TSR”) Ranking within the defined Long-term Performance Program (“LTPP”) peer group and the two-year average after-tax Return on Invested Capital (“ROIC”) metrics. The Relative TSR metric was based on the two-year cumulative return to shareholders from the change in stock price and dividends paid between the starting and ending dates. These LTPP awards, as well as those granted in the first quarter of Fiscal 2013 were settled in connection with the Merger. No LTPP awards were granted subsequent to the Merger (Successor period February 8, 2013 to December 29, 2013).

The compensation cost related to LTPP awards primarily recognized in SG&A and the related tax benefit are as follows:

	Successor		Predecessor
	February 8 - December 29, 2013		April 29 - June 7, 2013		April 28, 2013 FY 2013		April 29, 2012 FY 2012		April 27, 2011 FY 2011
	(In millions)
Pre-tax compensation cost	$	—	$	3.8	$	17.3	$	18.4	$	21.5
Tax benefit	—		1.3		6.1		6.5		7.4
After-tax compensation cost	$	—	$	2.5	$	11.2	$	11.9	$	14.1

13.    Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy consists of three levels to prioritize the inputs used in valuations, as defined below:

Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: Unobservable inputs for the asset or liability.

As of December 29, 2013, April 28, 2013 and April 29, 2012, the fair values of the Company’s assets and liabilities measured on a recurring basis are categorized as follows:

	Successor								Predecessor
	December 29, 2013								April 28, 2013								April 29, 2012
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Derivatives(a)	$	—	$	315,361	$	—	$	315,361	$	—	$	68,892	$	—	$	68,892	$	—	$	90,221	$	—	$	90,221
Total assets at fair value	$	—	$	315,361	$	—	$	315,361	$	—	$	68,892	$	—	$	68,892	$	—	$	90,221	$	—	$	90,221
Liabilities:
Derivatives(a)	$	—	$	206,134	$	—	$	206,134	$	—	$	79,871	$	—	$	79,871	$	—	$	15,379	$	—	$	15,379
Earn-out(b)	—		—		—		—		—		—		—		—		—		—		46,881		46,881
Total liabilities at fair value	$	—	$	206,134	$	—	$	206,134	$	—	$	79,871	$	—	$	79,871	$	—	$	15,379	$	46,881	$	62,260

(a) Foreign currency derivative contracts are valued based on observable market spot and forward rates and classified within Level 2 of the fair value hierarchy. Interest rate swaps are valued based on observable market swap rates and classified within Level 2 of the fair value hierarchy. Cross-currency interest rate swaps are valued based on observable market spot and swap rates and classified within Level 2 of the fair value hierarchy. Cross-currency swaps are valued based on observable market spot and swap rates and classified within Level 2 of the fair value hierarchy. The total rate of return swap is valued based on observable market swap rates and the Company's credit spread, and is classified within Level 2 of the fair value hierarchy.

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Notes to Consolidated Financial Statements — (Continued)

(b) The Company acquired Foodstar in China in Fiscal 2011. Consideration for this acquisition included a potential earn-out payment in 2014 contingent upon certain net sales and EBITDA (earnings before interest, taxes, depreciation and amortization) targets during Fiscals 2013 and 2014. The fair value of the earn-out was estimated using a discounted cash flow model and is based on significant inputs not observed in the market and thus represents a Level 3 measurement. Key assumptions in determining the fair value of the earn-out include the discount rate, and revenue and EBITDA projections for Fiscals 2013 and 2014. As of April 29, 2012 there were no significant changes to the fair value of the earn-out recorded for Foodstar at the acquisition date. During the third quarter of Fiscal 2013, the Company renegotiated the terms of the earn-out agreement in order to give the Company additional flexibility in the future for growing its business in China, one of its largest and most important emerging markets. This renegotiation resulted in the settlement of the earn-out for a cash payment of $60.0 million (see Note 5 for additional information).

There have been no transfers between Levels 1, 2 and 3 in Fiscals 2013 and 2012.

As a result of classifying the LongFong business as held for sale, the Company took a non-cash impairment charge of $36.0 million to goodwill during the third quarter Fiscal 2013. This charge reduced the Company's carrying value to the estimated fair value of the anticipated sale, which is based on unobservable inputs and thus represents a Level 3 measurement. The remaining carrying value at April 28, 2013 was not material. See Note 6 for further information.

The Company recognized $50.9 million of non-cash asset write-downs during Fiscal 2012 related to six factory closures. These factory closures are directly linked to the Company's Fiscal 2012 productivity initiatives (see Note 7). These charges reduced the Company's carrying value in the assets to the estimated fair value, the remainder of which was not material.

The aggregate fair value of the Company's long-term debt, including the current portion, was $14.65 billion as compared with the carrying value of $14.73 billion at December 29, 2013, $5.35 billion as compared with the carrying value of $4.87 billion at April 28, 2013, and $5.70 billion as compared with the carrying value of $4.98 billion at April 29, 2012. The Company's debt obligations are valued based on market quotes and are classified within Level 2 of the fair value hierarchy.

14.    Pension and Other Postretirement Benefit Plans

Pension Plans:

The Company maintains retirement plans for the majority of its employees. Current defined benefit plans are provided primarily for domestic union and foreign employees. Defined contribution plans are provided for the majority of its domestic non-union hourly and salaried employees as well as certain employees in foreign locations.

Other Postretirement Benefit Plans:

The Company provides health care and life insurance benefits for retired employees and their eligible dependents. Certain of the Company’s U.S. and Canadian employees may become eligible for such benefits. The Company currently does not fund these benefit arrangements until claims occur and may modify plan provisions or terminate plans at its discretion.

Measurement Date:

The Company uses the last day of its fiscal year as the measurement date for all of its defined benefit plans and other postretirement benefit plans.

80

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

Obligations and Funded Status:

The following table sets forth the changes in benefit obligation, plan assets and funded status of the Company’s principal defined benefit plans and other postretirement benefit plans at December 29, 2013, June 7, 2013, April 28, 2013 and April 29, 2012.

	Successor			Predecessor									Successor			Predecessor
	Pension Benefits												Other Retiree Benefits
	February 8 - December 29, 2013			April 29 - June 7, 2013			April 28, 2013			April 29, 2012			February 8 - December 29, 2013			April 29 - June 7, 2013			April 28, 2013			April 29, 2012
	(In thousands)
Change in Benefit Obligation:
Benefit obligation at the beginning of the period	$	3,152,003		$	3,271,566		$	2,930,347		$	2,765,316		$	250,633		$	257,317		$	249,017		$	234,431
Service cost	20,684			3,967			31,580			33,719			3,550			743			6,486			5,967
Interest cost	71,850			13,557			132,110			139,525			5,053			938			9,923			11,457
Participants’ contributions	1,298			186			2,294			2,281			376			56			659			712
Amendments	—			—			(145		)	3,396			(20,603		)	—			—			735
Actuarial (gain) loss	(72,118		)	(91,756		)	428,881			196,606			(19,570		)	(6,038		)	9,153			17,278
Settlement	(113,075		)	—			(11,971		)	(1,854		)	—			—			—			—
Curtailment	(3,167		)	—			—			—			(1,017		)	—			—			—
Special/contractual termination benefits	36,385			17,230			—			—			—			—			—			—
Annuity plan transfers	81,144			—			—			—			—			—			—			—
Benefits paid	(93,630		)	(13,191		)	(157,672		)	(152,342		)	(8,372		)	(1,485		)	(15,760		)	(19,574		)
Translation adjustments	144,018			(49,556		)	(83,858		)	(56,300		)	(1,871		)	(898		)	(2,161		)	(1,989		)
Benefit obligation at the end of the period	$	3,225,392		$	3,152,003		$	3,271,566		$	2,930,347		$	208,179		$	250,633		$	257,317		$	249,017
Change in Plan Assets:
Fair value of plan assets at the beginning of the period	$	3,334,138		$	3,379,143		$	3,140,834		$	3,261,881		$	—		$	—		$	—		$	—
Actual return on plan assets	161,056			16,740			429,011			84,004			—			—			—			—
Settlement	(113,075		)	—			(11,971		)	(1,854		)	—			—			—			—
Special/contractual termination benefits	(714		)	—			—			—			—			—			—			—
Employer contribution	156,165			6,812			69,388			23,469			7,996			1,429			15,101			18,862
Participants’ contributions	1,298			186			2,294			2,281			376			56			659			712
Annuity plan transfers	41,149			—			—			—			—			—			—			—
Benefits paid	(93,630		)	(13,191		)	(157,672		)	(152,342		)	(8,372		)	(1,485		)	(15,760		)	(19,574		)
Translation adjustments	168,302			(55,552		)	(92,741		)	(76,605		)				—			—			—
Fair value of plan assets at the end of the period	3,654,689			3,334,138			3,379,143			3,140,834			—			—			—			—
Funded status	$	429,297		$	182,135		$	107,577		$	210,487		$	(208,179	)	$	(250,633	)	$	(257,317	)	$	(249,017	)

The reductions in work force resulting from restructuring of the Company resulted in a reduction in both the accumulated benefit obligation and plan assets for certain defined benefit plans in the Successor period.

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Notes to Consolidated Financial Statements — (Continued)

Amounts recognized in the consolidated balance sheets consist of the following:

	Successor			Predecessor									Successor			Predecessor
	Pension Benefits												Other Retiree Benefits
	February 8 - December 29, 2013			April 29 - June 7, 2013			April 28, 2013			April 29, 2012			February 8 - December 29, 2013			April 29 - June 7, 2013			April 28, 2013			April 29, 2012
	(In thousands)
Other non-current assets	$	502,143		$	362,832		$	287,467		$	399,868		$	—		$	—		$	—		$	—
Other accrued liabilities	(3,309		)	(73,593		)	(32,271		)	(15,943		)	(14,625		)	(15,679		)	(16,998		)	(17,565		)
Other non-current liabilities	(69,537		)	(107,104		)	(147,619		)	(173,438		)	(193,554		)	(234,954		)	(240,319		)	(231,452		)
Net asset/(liabilities) recognized	$	429,297		$	182,135		$	107,577		$	210,487		$	(208,179	)	$	(250,633	)	$	(257,317	)	$	(249,017	)

The accumulated benefit obligation for all defined benefit pension plans was $2.96 billion at December 29, 2013, $3.11 billion at April 28, 2013 and $2.79 billion at April 29, 2012.

Certain of the Company’s pension plans have accumulated benefit obligations in excess of the fair value of plan assets. For these plans, the accumulated benefit obligations, projected benefit obligations and the fair value of plan assets at December 29, 2013, were $338.1 million, $339.1 million and $312.7 million, respectively. For pension plans having accumulated benefit obligations in excess of the fair value of plan assets, the accumulated benefit obligations, projected benefit obligations and the fair value of plan assets at April 28, 2013 were $631.7 million, $640.8 million, and $460.9 million, respectively. For pension plans having accumulated benefit obligations in excess of the fair value of plan assets at April 29, 2012, the accumulated benefit obligations, projected benefit obligations and the fair value of plan assets were $630.3 million, $642.3 million and $452.9 million, respectively.

Certain of the Company's pension plans have projected benefit obligations in excess of the fair value of plan assets. For these plans, the projected benefit obligations and the fair value of the plan assets at December 29, 2013 were $614.7 million and $585.5 million, respectively. For pension plans having projected benefit obligations in excess of the fair value of plan assets at April 28, 2013, the projected benefit obligations and the fair value of plan assets were $900.3 million and $720.5 million, respectively. For pension plans having projected benefit obligations in excess of the fair value of plan assets at April 29, 2012, the projected benefit obligations and the fair value of plan assets were $642.3 million and $452.9 million, respectively.

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Notes to Consolidated Financial Statements — (Continued)

Components of Net Periodic Benefit Cost and Defined Contribution Plan Expense:

Total pension cost of the Company’s principal pension plans and postretirement plans consisted of the following:

	Successor			Predecessor												Successor			Predecessor
	Pension Benefits															Other Retiree Benefits
	February 8 - December 29, 2013			April 29 - June 7, 2013			April 28, 2013 FY 2013			April 29, 2012 FY 2012			April 27, 2011 FY 2011			February 8 - December 29, 2013			April 29 - June 7, 2013			April 28, 2013 FY 2013			April 29, 2012 FY 2012			April 27, 2011 FY 2011
	(In thousands)
Components of defined benefit net periodic benefit cost:
Service cost	$	20,684		$	3,967		$	31,580		$	33,719		$	32,329		$	3,550		$	743		$	6,486		$	5,967		$	6,311
Interest cost	71,850			13,557			132,110			139,525			142,133			5,053			938			9,923			11,457			12,712
Expected return on assets	(116,294		)	(28,784		)	(250,660		)	(234,717		)	(229,258		)	—			—			—			—			—
Amortization of:
Prior service cost/(credit)	—			245			2,495			1,995			2,455			—			(677		)	(6,178		)	(6,127		)	(5,155		)
Net actuarial loss	—			10,460			75,897			83,800			77,687			—			222			1,803			1,095			1,604
Loss due to curtailment, settlement and special termination benefits	56,584			17,230			4,524			1,120			2,039			(1,017		)	—			—			—			—
Net periodic benefit (income)/cost	32,824			16,675			(4,054		)	25,442			27,385			7,586			1,226			12,034			12,392			15,472
Defined contribution plans	24,039			4,573			47,382			46,572			49,089			—			—			—			—			—
Total cost	$	56,863		$	21,248		$	43,328		$	72,014		$	76,474		$	7,586		$	1,226		$	12,034		$	12,392		$	15,472

The reductions in work force resulting from restructuring of the Company triggered curtailment and special termination benefit charges for certain defined benefit plans in the Successor period. The Company elected to accelerate vesting of benefits under certain supplemental retirement plans upon consummation of the Merger and such plans will be terminated within 364 days of the Merger. The expense associated with the accelerated vesting of $17.2 million was recognized in the Predecessor period ended June 7, 2013.

Accumulated Other Comprehensive Income:

Amounts recognized in accumulated other comprehensive loss, before tax, consist of the following:

	Successor			Predecessor						Successor			Predecessor
	Pension Benefits									Other Retiree Benefits
	December 29, 2013			June 7, 2013		April 28, 2013		April 29, 2012		December 29, 2013			June 7, 2013			April 28, 2013			April 29, 2012
	(In thousands)
Net actuarial (gain)/loss	$	(99,537	)	$	1,259,795	$	1,349,614	$	1,174,199	$	(19,570	)	$	29,089		$	35,349		$	28,000
Prior service cost/(credit)	—			27,165		27,410		30,051		(20,603		)	(6,619		)	(7,296		)	(13,474		)
Net amount recognized	$	(99,537	)	$	1,286,960	$	1,377,024	$	1,204,250	$	(40,173	)	$	22,470		$	28,053		$	14,526

The change in other comprehensive loss related to pension benefit (gains) losses arising during the period was ($80.0 million), ($79.7 million), $255.7 million and $353.1 million for the Successor period from February 8, 2013 to December 29, 2013, the Predecessor period from April 29, 2013 to June 7, 2013, and fiscal years April 28, 2013 and April 29, 2012, respectively. The change in other comprehensive loss related to the reclassification of pension benefit losses to net income was $19.5 million, $10.7 million, $82.9 million and $87.3 million for the Successor period from February 8, 2013 to December 29, 2013, the Predecessor period from April 29, 2013 to June 7, 2013, and fiscal years April 28, 2013 and April 29, 2012, respectively.

83

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

The change in other comprehensive loss related to postretirement benefit (gains) losses arising during the period was ($41.2 million), ($6.0 million), $9.1 million and $18.0 million for the Successor period from February 8, 2013 to December 29, 2013, the Predecessor period from April 29, 2013 to June 7, 2013, and fiscal years April 28, 2013 and April 29, 2012, respectively. The change in other comprehensive loss related to the reclassification of postretirement benefit (losses) gains to net income was $(1.0) million, $0.4 million, $4.4 million and $5.0 million for the Successor period from February 8, 2013 to December 29, 2013, the Predecessor period from April 29, 2013 to June 7, 2013, and fiscal years April 28, 2013 and April 29, 2012, respectively.

Amounts in accumulated other comprehensive loss (income) expected to be recognized as components of net periodic benefit cost/(credit) in the following fiscal year are as follows:

	Successor			Predecessor				Successor			Predecessor
	Pension Benefits							Other Retiree Benefits
	December 29, 2013			April 28, 2013		April 29, 2012		December 29, 2013			April 28, 2013			April 29, 2012
	(In thousands)
Net actuarial (gain)/loss	$	(62	)	$	95,772	$	77,238	$	—		$	2,030		$	1,803
Prior service cost/(credit)	—			2,253		2,569		(6,306		)	(6,180		)	(6,174		)
Net amount recognized	$	(62	)	$	98,025	$	79,807	$	(6,306	)	$	(4,150	)	$	(4,371	)

Assumptions:

The weighted-average rates used in determining the projected benefit obligations for defined benefit pension plans and the accumulated postretirement benefit obligation for other postretirement plans were as follows:

	Successor		Predecessor						Successor		Predecessor
	Pension Benefits								Other Retiree Benefits
	December 29, 2013		June 7, 2013		April 28, 2013		April 29, 2012		December 29, 2013		June 7, 2013		April 28, 2013		April 29, 2012
Discount rate	4.5	%	4.1	%	4.0	%	4.8	%	4.3	%	3.7	%	3.4	%	4.1	%
Compensation increase rate	3.7	%	3.4	%	3.5	%	3.4	%	—	%	—	%	—	%	—	%

The weighted-average rates used in determining the defined benefit plans’ net pension costs and net postretirement benefit costs were as follows:

	Successor		Predecessor								Successor		Predecessor
	Pension Benefits										Other Retiree Benefits
	February 8 - December 29, 2013		April 29 - June 7, 2013		April 28, 2013 FY 2013		April 29, 2012 FY 2012		April 27, 2011 FY 2011		February 8 - December 29, 2013		April 29 - June 7, 2013		April 28, 2013 FY 2013		April 29, 2012 FY 2012		April 27, 2011 FY 2011
Expected rate of return	6.2	%	8.1	%	8.1	%	8.2	%	8.2	%	—	%	—	%	—	%	—	%	—	%
Discount rate	4.1	%	4.0	%	4.0	%	4.8	%	5.6	%	3.7	%	3.4	%	3.4	%	4.1	%	5.5	%
Compensation increase rate	3.5	%	3.5	%	3.5	%	3.4	%	4.0	%	—	%	—	%	—	%	—	%	—	%

The Company’s expected rate of return is determined based on a methodology that considers investment returns for certain asset classes over historic periods of various durations, in conjunction with the long-term outlook for inflation (i.e. “building block” approach). This methodology is applied to the actual asset allocation, which is in line with the investment policy guidelines for each plan. The Company also considers long-term rates of return for each asset class based on projections from consultants and investment advisors regarding the expectations of future investment performance of capital markets.

The weighted-average assumed annual composite rate of increase in the per capita cost of company-provided health care benefits begins at 6.0% for 2014, gradually decreases to 4.8% by 2021 and remains at that level thereafter. Assumed health care cost trend rates have a significant effect on the amounts reported for postretirement medical benefits.

84

H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

A one-percentage-point change in assumed health care cost trend rates would have the following effects:

	1% Increase		1% Decrease
	(In thousands)
Effect on total service and interest cost components	$	863	$	(763	)
Effect on postretirement benefit obligations	$	15,697	$	(14,209	)

Pension Plan Assets:

The underlying basis of the investment strategy of the Company’s defined benefit plans is to ensure that pension funds are available to meet the plans’ benefit obligations when they are due. The Company’s investment objectives include: investing plan assets in a high-quality, diversified manner in order to maintain the security of the funds; achieving an optimal return on plan assets within specified risk tolerances; and investing according to local regulations and requirements specific to each country in which a defined benefit plan operates. The investment strategy expects equity investments to yield a higher return over the long term than fixed income securities, while fixed income securities are expected to provide certain matching characteristics to the plans’ benefit payment cash flow requirements. Company common stock held as part of the equity securities amounted to less than one percent of plan assets at April 28, 2013 and April 29, 2012. The Company’s investment policy specifies the type of investment vehicles appropriate for the applicable plan, asset allocation guidelines, criteria for the selection of investment managers, procedures to monitor overall investment performance as well as investment manager performance. It also provides guidelines enabling the applicable plan fiduciaries to fulfill their responsibilities.

The Company’s defined benefit pension plans’ weighted average actual and target asset allocation at December 29, 2013, April 28, 2013 and April 29, 2012 were as follows:

	Successor		Predecessor				Successor		Predecessor
	Plan Assets at						Target Allocation at
Asset Category	December 29, 2013		April 28, 2013		April 29, 2012		December 29, 2013		April 28, 2013		April 29, 2012
Equity securities	53	%	62	%	61	%	58	%	58	%	59	%
Debt securities	26	%	29	%	31	%	33	%	33	%	32	%
Real estate	8	%	8	%	7	%	8	%	8	%	8	%
Cash and cash equivalents	13	%	1	%	1	%	1	%	1	%	1	%
	100	%	100	%	100	%	100	%	100	%	100	%

The following section describes the valuation methodologies used to measure the fair value of pension plan assets, including an indication of the level in the fair value hierarchy in which each type of asset is generally classified.

Equity Securities.  These securities consist of direct investments in the stock of publicly traded companies. Such investments are valued based on the closing price reported in an active market on which the individual securities are traded. As such, the direct investments are classified as Level 1.

Equity Securities (mutual and pooled funds).  Mutual funds are valued at the net asset value of shares held by the applicable plan at year end. As such, these mutual fund investments are classified as Level 1. Pooled funds are similar in nature to retail mutual funds, but are more efficient for institutional investors than retail mutual funds. As pooled funds are only accessible by institutional investors, the net asset value is not readily observable by non-institutional investors; therefore, pooled funds are classified as Level 2.

Fixed Income Securities.  These securities consist of publicly traded U.S. and non-U.S. fixed interest obligations (principally corporate bonds and debentures). Such investments are valued through consultation and evaluation with brokers in the institutional market using quoted prices and other observable market data. As such, a portion of these securities are included in Levels 1, 2, and 3.

Other Investments.  Primarily consist of real estate and private equity holdings. Direct investments of real estate and private equity are valued by investment managers based on the most recent financial information available, which typically represents significant observable data. As such, these investments are generally classified as Level 3.

Cash and Cash Equivalents.  This consists of direct cash holdings and institutional short-term investment vehicles. Direct cash holdings are valued based on cost, which approximates fair value and are classified as Level 1. Institutional short-term investment vehicles are valued daily and are classified as Level 2.

85

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Notes to Consolidated Financial Statements — (Continued)

	Successor
	December 29, 2013
Asset Category	Level 1		Level 2		Level 3		Total
	(In thousands)
Equity Securities	$	624,154	$	—	$	—	$	624,154
Equity Securities (mutual and pooled funds)	126,001		1,187,306		—		1,313,307
Fixed Income Securities	44,621		886,388		11,235		942,244
Other Investments	—		—		296,880		296,880
Cash and Cash Equivalents	77,761		400,342		—		478,103
Total	$	872,537	$	2,474,036	$	308,115	$	3,654,688

	Predecessor
	April 28, 2013
Asset Category	Level 1		Level 2		Level 3		Total
	(In thousands)
Equity Securities	$	882,081	$	—	$	—	$	882,081
Equity Securities (mutual and pooled funds)	182,723		1,057,111		—		1,239,834
Fixed Income Securities	49,577		919,383		11,336		980,296
Other Investments	—		—		256,781		256,781
Cash and Cash Equivalents	6,787		13,364		—		20,151
Total	$	1,121,168	$	1,989,858	$	268,117	$	3,379,143

	Predecessor
	April 29, 2012
Asset Category	Level 1		Level 2		Level 3		Total
	(In thousands)
Equity Securities	$	822,184	$	—	$	—	$	822,184
Equity Securities (mutual and pooled funds)	147,865		943,745		—		1,091,610
Fixed Income Securities	76,032		894,978		10,486		981,496
Other Investments	—		—		216,234		216,234
Cash and Cash Equivalents	10,335		18,975		—		29,310
Total	$	1,056,416	$	1,857,698	$	226,720	$	3,140,834

Level 3 Gains and Losses:

Changes in the fair value of the Plan’s Level 3 assets are summarized as follows:

	Successor
	Fair Value April 28, 2013		Acquisitions		Transfers Out		Dispositions			Realized Gain/(Loss)		Unrealized Gain/(Loss)			Fair Value December 29, 2013
	(In thousands)
Fixed Income Securities	$	11,336	$	—	$	—	$	—		$	—	$	(101	)	$	11,235
Other Investments	256,781		8,211		—		(767		)	741		31,914			296,880
Total	$	268,117	$	8,211	$	—	$	(767	)	$	741	$	31,813		$	308,115

86

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Notes to Consolidated Financial Statements — (Continued)

	Predecessor
	Fair Value April 29, 2012		Acquisitions		Transfers Out			Dispositions			Realized Gain/(Loss)			Unrealized Gain/(Loss)		Fair Value April 28, 2013
	(In thousands)
Fixed Income Securities	$	10,486	$	—	$	—		$	—		$	—		$	850	$	11,336
Other Investments	216,234		58,701		(10,498		)	(3,605		)	(6,637		)	2,586		256,781
Total	$	226,720	$	58,701	$	(10,498	)	$	(3,605	)	$	(6,637	)	$	3,436	$	268,117

	Predecessor
	Fair Value April 27, 2011		Acquisitions		Transfers In		Dispositions			Realized Gain/(Loss)		Unrealized Gain/(Loss)			Fair Value April 29, 2012
	(In thousands)
Fixed Income Securities	$	9,649	$	—	$	—	$	—		$	—	$	837		$	10,486
Other Investments	131,095		96,938		10,138		(21,262		)	753		(1,428		)	216,234
Total	$	140,744	$	96,938	$	10,138	$	(21,262	)	$	753	$	(591	)	$	226,720

Cash Flows:

The Company contributed $152.1 million and $6.8 million to the defined benefit plans in the Successor period February 8, 2013 to December 29, 2013 and the Predecessor period April 29, 2013 to June 7, 2013, respectively, $28.3 million of which was discretionary. The Company funds its U.S. defined benefit plans in accordance with IRS regulations, while foreign defined benefit plans are funded in accordance with local laws and regulations in each respective country. Discretionary contributions to the pension funds may also be made by the Company from time to time. Defined benefit plan contributions for the next fiscal year are expected to be approximately $67 million; however, actual contributions may be affected by pension asset and liability valuation changes during the year.

The Company paid $8.0 million and $1.4 million for benefits in the postretirement medical plans in the Successor period February 8, 2013 to December 29, 2013 and the Predecessor period April 29, 2013 to June 7, 2013, respectively. The Company makes payments on claims as they occur during the fiscal year. Payments for the next fiscal year are expected to be approximately $14.7 million.

Benefit payments expected in future years are as follows:

	Pension Benefits		Other Retiree Benefits
	(In thousands)
2014	$	168,604	$	14,674
2015	$	166,798	$	15,522
2016	$	170,395	$	16,334
2017	$	173,630	$	16,959
2018	$	176,858	$	17,244
Years 2019-2023	$	923,753	$	84,295

Hawk Acquisition Holding Corporation has agreed that for purposes of eligibility, vesting, level of benefits and benefit accrual under employee benefit plans in which the Company's employees are eligible to participate, it will recognize service with the Company and its subsidiaries to the same extent that service was recognized under comparable Company employee benefit plans prior to the merger.

15.    Derivative Financial Instruments and Hedging Activities

The Company operates internationally, with manufacturing and sales facilities in various locations around the world, and utilizes certain derivative financial instruments to manage its foreign currency, debt and interest rate exposures. At December 29, 2013, the Company had outstanding currency exchange, interest rate, and cross-currency swap derivative contracts with notional

87

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Notes to Consolidated Financial Statements — (Continued)

amounts of $2.5 billion, $9.0 billion and $8.3 billion, respectively. At April 28, 2013, the Company had outstanding currency exchange, interest rate, and cross-currency interest rate derivative contracts with notional amounts of $873 million, $160 million and $316 million, respectively. At April 29, 2012, the Company had outstanding currency exchange, interest rate, and cross-currency interest rate derivative contracts with notional amounts of $1.91 billion, $160 million and $386 million, respectively. The fair value of derivative financial instruments was a net asset of $109.2 million, a net liability of $11.0 million and a net asset of $74.8 million at December 29, 2013, April 28, 2013 and April 29, 2012, respectively.

The following table presents the fair values and corresponding balance sheet captions of the Company’s derivative instruments as of December 29, 2013, April 28, 2013 and April 29, 2012:

	Successor						Predecessor
	December 29, 2013						April 28, 2013						April 29, 2012
	Foreign Exchange Contracts		Interest Rate Contracts		Cross-Currency Swap Contracts		Foreign Exchange Contracts		Interest Rate Contracts		Cross- Currency Interest Rate Swap Contracts		Foreign Exchange Contracts		Interest Rate Contracts		Cross- Currency Interest Rate Swap Contracts
	(In thousands)
Assets:
Derivatives designated as hedging instruments:
Other receivables, net	$	37,072	$	—	$	—	$	23,240	$	4,226	$	—	$	17,318	$	6,851	$	18,222
Other non-current assets	4,129		265,390		31,303		11,498		29,103		—		8,188		29,393		4,974
	41,201		265,390		31,303		34,738		33,329		—		25,506		36,244		23,196
Derivatives not designated as hedging instruments:
Other receivables, net	8,771		—		—		825		—		—		5,041		—		—
Other non-current assets	—		—		—		—		—		—		—		234		—
	8,771		—		—		825		—		—		5,041		234		—
Total assets(1)	$	49,972	$	265,390	$	31,303	$	35,563	$	33,329	$	—	$	30,547	$	36,478	$	23,196
Liabilities:
Derivatives designated as hedging instruments:
Other payables	$	5,251	$	—	$	—	$	1,508	$	—	$	34,805	$	10,653	$	—	$	2,760
Other non-current liabilities	—		—		221,899		217		—		37,520		14		—		—
	5,251		—		221,899		1,725		—		72,325		10,667		—		2,760
Derivatives not designated as hedging instruments:
Other payables	—		—		—		4,860		—		—		1,952		—		—
Other non-current liabilities	10,286		—		—		—		960		—		—		—		—
	10,286		—		—		4,860		960		—		1,952		—		—
Total liabilities(1)	$	15,537	$	—	$	221,899	$	6,585	$	960	$	72,325	$	12,619	$	—	$	2,760

⁽¹⁾ The Company’s derivative financial instruments are subject to master netting arrangements that allow for the offset of asset and liabilities in the event of default or early termination of the contract. The Company elects to record the gross assets and liabilities of its derivative financial instruments in the consolidated balance sheets. If the derivative financial instruments had been netted in the consolidated balance sheets, the asset and liability positions each would have been reduced by $237.4

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million, $68.9 million and $15.4 million at December 29, 2013, April 28, 2013 and April 29, 2012. No material amounts of collateral were received or posted on the Company’s derivative assets and liabilities as at December 29, 2013.

Refer to Note 13 for further information on how fair value is determined for the Company’s derivatives.

The following table presents the pre-tax effect of derivative instruments on the statement of income for the Successor period February 8, 2013 to December 29, 2013, the Predecessor period April 29, 2013 to June 7, 2013, and fiscal year ended April 28, 2013:

	Successor									Predecessor
	February 8 - December 29, 2013									April 29 - June 7, 2013									April 28, 2013 FY2013
	Foreign Exchange Contracts			Interest Rate Contracts			Cross-Currency Swap Contracts			Foreign Exchange Contracts			Interest Rate Contracts			Cross-Currency Interest Rate Swap Contracts			Foreign Exchange Contracts			Interest Rate Contracts			Cross-Currency Interest Rate Swap Contracts
	(In thousands)
Cash flow hedges:
Net gains/(losses) recognized in other comprehensive loss (effective portion)	$	30,441		$	147,455		$	(190,597	)	$	2,603		$	—		$	(4,079	)	$	47,623		$	—		$	(77,080	)
Net gains/(losses) reclassified from other comprehensive loss into earnings (effective portion):
Sales	$	(1,020	)	$	—		$	—		$	990		$	—		$	—		$	10,940		$	—		$	—
Cost of products sold	2,874			—			—			1,814			—			—			(4,584		)	—			—
Selling, general and administrative expenses	(83		)	—			—			—			—			—			(102		)	—			—
Other income/(expense), net	2,387			—			—			(1,858		)	—			(9,821		)	13,924			—			(70,135		)
Interest income/(expense)	35			—			—			61			(20		)	(538		)	29			(236		)	(5,389		)
	4,193			—			—			1,007			(20		)	(10,359		)	20,207			(236		)	(75,524		)
Fair value hedges:
Net losses recognized in other expense, net	—			(180		)	—			—			(5,925		)	—			—			(2,915		)	70,135
Derivatives not designated as hedging instruments:
Unrealized gain on derivative instruments	—			117,934			—			—			—			—			—			—			—
Net losses recognized in other expense, net	(31,241		)	—			—			(3,890		)	—			—			(7,976		)	—			—
Net losses recognized in interest income	—			—			—			—			—			—			—			(1,193		)	—
	(31,241		)	117,934			—			(3,890		)	—			—			(7,976		)	(1,193		)	—
Total amount recognized in statement of income	$	(27,048	)	$	117,754		$	—		$	(2,883	)	$	(5,945	)	$	(10,359	)	$	12,231		$	(4,344	)	$	(5,389	)

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The following table presents the pre-tax effect of derivative instruments on the statement of income for the fiscal years ended April 29, 2012 and April 27, 2011:

	Fiscal Year Ended
	April 29, 2012									April 27, 2011
	Foreign Exchange Contracts			Interest Rate Contracts			Cross-Currency Interest Rate Swap Contracts			Foreign Exchange Contracts			Interest Rate Contracts			Cross-Currency Interest Rate Swap Contracts
	(In thousands)
Cash flow hedges:
Net gains/(losses) recognized in other comprehensive loss (effective portion)	$	45,658		$	(2,341	)	$	5,725		$	3,626		$	—		$	16,649
Net gains/(losses) reclassified from other comprehensive loss into earnings (effective portion):
Sales	$	8,033		$	—		$	—		$	3,375		$	—		$	—
Cost of products sold	(19,880		)	—			—			(23,372		)	—			—
Selling, general and administrative expenses	(62		)	—			—			(141		)	—			—
Other income, net	33,401			—			8,901			35,744			—			24,644
Interest income/(expense)	199			(146		)	(5,966		)	226			—			(4,484		)
	21,691			(146		)	2,935			15,832			—			20,160
Fair value hedges:
Net losses recognized in other expense, net	—			(19,181		)	—			—			(51,125		)	—
Net losses recognized in interest expense, net	—			—			—			—			(351		)	—
	—			(19,181		)	—			—			(51,476		)	—
Derivatives not designated as hedging instruments:
Net (losses)/gains recognized in other expense, net	(2,183		)	—			—			3,351			—			—
Net gains recognized in interest income	—			234			—			—			—			—
	(2,183		)	234			—			3,351			—			—
Total amount recognized in statement of income	$	19,508		$	(19,093	)	$	2,935		$	19,183		$	(51,476	)	$	20,160

Foreign Currency Hedging:

The Company uses forward contracts and to a lesser extent, option contracts to mitigate its foreign currency exchange rate exposure due to forecasted purchases of raw materials and sales of finished goods, and future settlement of foreign currency denominated assets and liabilities. The Company’s principal foreign currency exposures that are hedged include the Australian dollar, British pound sterling, Canadian dollar, Euro, and the New Zealand dollar. Derivatives used to hedge forecasted transactions and specific cash flows associated with foreign currency denominated financial assets and liabilities that meet the criteria for hedge accounting are designated as cash flow hedges. Consequently, the effective portion of gains and losses is deferred as a component of accumulated other comprehensive loss and is recognized in earnings at the time the hedged item affects earnings, in the same line item as the underlying hedged item.

Interest Rate Hedging:

The Company uses interest rate swaps to manage debt and interest rate exposures. The Company is exposed to interest rate volatility with regard to existing and future issuances of fixed and floating rate debt. Primary exposures include U.S. Treasury rates and London Interbank Offered Rates (LIBOR). Derivatives used to hedge risk associated with changes in the fair value of certain fixed-rate debt obligations are primarily designated as fair value hedges. Consequently, changes in the fair value of these derivatives, along with changes in the fair value of the hedged debt obligations that are attributable to the hedged risk, are recognized in current period earnings.

The Company also entered into cross-currency interest rate swaps which were designated as cash flow hedges of the future payments of loan principal and interest associated with certain foreign denominated variable rate debt obligations. As a result of

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the merger, these contracts were terminated in May 2013. As a result of exchange rate movement between the Japanese Yen and the U.S. Dollar throughout Fiscal 2013, net losses of $70.1 million on the cross-currency derivatives were reclassified from other comprehensive loss to other expense, net. This net loss on the derivative was offset by a currency gain on the principal balance of the underlying debt obligation.

Prior to the Merger date, Merger Subsidiary entered into interest rate swaps to mitigate exposure to variable rate debt that was raised to finance the acquisition. These agreements were not designated as hedging instruments prior to the acquisition date, and as such, we recognized the fair value of these instruments as an asset with income of $117.9 million in the Successor period. As a result of the Merger and the transactions entered into in connection therewith, we have assumed the liabilities and obligations of Merger Subsidiary. Upon consummation of the acquisition, these interest rate swaps with an aggregate notional amount of $9 billionmet the criteria for hedge accounting and were designated as hedges of future interest payments.

Hedge accounting adjustments related to debt obligations totaled $122.5 million and $128.4 million as of April 28, 2013 and April 29, 2012, respectively. No adjustments were recorded as of December 29, 2013. See Note 10 for further information.

Deferred Hedging Gains and Losses:

As of December 29, 2013, the Company is hedging forecasted transactions for periods not exceeding 2 years. During the next 12 months, the Company expects $16.4 million of net deferred gains reported in accumulated other comprehensive loss to be reclassified to earnings, assuming market rates remain constant through contract maturities. Hedge ineffectiveness related to cash flow hedges as well as reclassifications to earnings due to hedged transactions no longer expected to occur, which is reported in current period earnings as other expense, net, was not significant for the Successor period February 8, 2013 to December 29, 2013, the Predecessor period April 29, 2013 to June 7, 2013, and years ended April 28, 2013, April 29, 2012 and April 27, 2011.

Hedges of Net Investments in Foreign Operations:

We have numerous investments in our foreign subsidiaries, the net assets of which are exposed to volatility in foreign currency exchange rates. Beginning in October 2013, we have used cross currency swaps to hedge a portion of our net investment in such foreign operations against adverse movements in exchange rates. We designated cross currency swap contracts between pound sterling and USD, the Euro and USD, the Australian Dollar and USD, and the Japanese Yen and USD, as net investment hedges of a portion of our equity in foreign operations in those currencies. The component of the gains and losses on our net investment in these designated foreign operations driven by changes in foreign exchange rates, are economically offset by movements in the fair values of our cross currency swap contracts. The fair value of the swaps is calculated each period with changes in fair value reported in foreign currency translation adjustments within accumulated other comprehensive income (loss), net of tax. Such amounts will remain in other comprehensive income (loss) until the complete or substantially complete liquidation of our investment in the underlying foreign operations.

In relation to the cross currency swaps:

•We pay 6.462% per annum on the pound sterling notional amount of $2.795 billion and receive 6.15% per annum on the USD notional amount of $4.5 billion on each January 8, April 8, July 8 and October 8, through the maturity date of the swap, which was also expected to be on October 8, 2019.

•We pay 5.696% per annum on the Euro notional amount of €2.210 billion and receive 6.15% per annum on the USD notional amount of $3.0 billion on each January 9, April 9, July 9 and October 9, through the maturity date of the swap, which was also expected to be on October 9, 2019.

•We pay 9.164% per annum on the Australian dollar notional amount of A$793.8 million and receive 6.15% per annum on the USD notional amount of $750.0 million on each January 10, April 10, July 10 and October 10, through the maturity date of the swap, which was also expected to be on October 10, 2019.

•We pay 4.104% per annum on the Japanese yen notional amount of ¥4,854.5 billion and receive 6.15% per annum on the USD notional amount of $50.0 million on each January 11, April 11, July 11 and October 11, through the maturity date of the swap, which was also expected to be on October 11, 2019.

The net amounts paid or received on a quarterly basis are recorded in Other income/(expense), net, in the consolidated statement of operations, and was a net expense of $5.1 million in the Successor period February 8, 2013 to December 29, 2013.

Other Activities:

The Company enters into certain derivative contracts in accordance with its risk management strategy that do not meet the criteria for hedge accounting but which have the economic impact of largely mitigating foreign currency or interest rate exposures.

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The Company maintained foreign currency forward contracts with a total notional amount of $1,010 million, $369.9 million and $445.5 million that did not meet the criteria for hedge accounting as of December 29, 2013, April 28, 2013 and April 29, 2012, respectively. These forward contracts are accounted for on a full mark-to-market basis through current earnings, with gains and losses recorded as a component of other expense, net. Net unrealized (losses)/gains related to outstanding contracts totaled $(1.3) million, $(4.0) million and $3.1 million as of December 29, 2013, April 28, 2013 and April 29, 2012, respectively. These contracts are scheduled to mature within one year.

Forward contracts that were put in place to help mitigate the unfavorable impact of translation associated with key foreign currencies resulted in gains/(losses) of $3.6 million, $8.8 million and $(16.9) million for the years ended April 28, 2013, April 29, 2012 and April 27, 2011, respectively. These contracts were terminated as part of the merger agreement in early May 2013 and as such no activity existed in the Predecessor or Successor periods.

The Company entered into a three-year total rate of return swap with an unaffiliated international financial institution during the third quarter of Fiscal 2012 with a notional amount of $119 million. This instrument was being used as an economic hedge to reduce the interest cost related to the Company's $119 million remarketable securities. The swap was being accounted for on a full mark-to-market basis through current earnings, with gains and losses recorded as a component of interest income. As a result of the Merger, the remarketable securities were repaid and the associated total rate of return swap was terminated. During the fiscal year ended April 28, 2013, the Company recorded a $1.8 million reduction in interest income, representing changes in the fair value of the swap and interest on the arrangement. Net unrealized losses totaled $1.0 million as of April 28, 2013. In connection with this swap, the Company was required to maintain a restricted cash collateral balance of $34.1 million with the counterparty for the term of the swap which was reported in Other non-current assets on the consolidated balance sheets.

Concentration of Credit Risk:

Counterparties to currency exchange and interest rate derivatives consist of major international financial institutions. The Company continually monitors its positions and the credit ratings of the counterparties involved and, by policy, limits the amount of credit exposure to any one party. While the Company may be exposed to potential losses due to the credit risk of non-performance by these counterparties, losses are not anticipated. During the Successor period February 8, 2013 to December 29, 2013, the Predecessor period April 29, 2013 to June 7, 2013, Fiscal 2013, 2012 and 2011, one customer represented approximately 10% of the Company’s sales. The Company closely monitors the credit risk associated with its counterparties and customers and to date has not experienced material losses.

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16.    Other Comprehensive Income/(Loss)

The following table summarizes the allocation of total other comprehensive income/(loss) between H. J. Heinz Company and the noncontrolling interest:

	Successor									Predecessor
	February 8 - December 29, 2013									April 29 - June 7, 2013									April 28, 2013 FY 2013
	H. J. Heinz Company			Noncontrolling Interest			Total			H. J. Heinz Company			Noncontrolling Interest			Total			H. J. Heinz Company			Noncontrolling Interest			Total
	(In thousands)
Net (loss)/income	$	(77,021	)	$	5,303		$	(71,718	)	$	(195,571	)	$	2,874		$	(192,697	)	$	1,012,903		$	14,430		$	1,027,333
Other comprehensive income/(loss), net of tax:
Foreign currency translation adjustments	140,242			(11,301		)	128,941			(93,780		)	(4,083		)	(97,863		)	(213,259		)	(15,721		)	(228,980		)
Net deferred (losses) on net investment hedges from periodic revaluations	(117,694		)	—			(117,694		)	—			—			—			—			—			—
Net pension and post-retirement benefit (losses)/gains	102,464			(12		)	102,452			—			—			—			(189,294		)	(8		)	(189,302		)
Reclassification of net pension and post-retirement benefit losses/(gains) to net income	—			—			—			7,291			(25		)	7,266			54,833			—			54,833
Net deferred (losses)/gains on other derivatives from periodic revaluations	110,686			510			111,196			(1,099		)	40			(1,059		)	(11,736		)	(7		)	(11,743		)
Net deferred losses/(gains) on derivatives reclassified to earnings	(2,688		)	(55		)	(2,743		)	6,551			1			6,552			29,646			(38		)	29,608
Total comprehensive income/(loss)	$	155,989		$	(5,555	)	$	150,434		$	(276,608	)	$	(1,193	)	$	(277,801	)	$	683,093		$	(1,344	)	$	681,749

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The tax (expense)/benefit associated with each component of other comprehensive income/(loss) are as follows:

	Fiscal Year Ending
	H. J. Heinz Company			Noncontrolling Interest			Total
	(In thousands)
Predecessor
April 27, 2011
Foreign currency translation adjustments	$	(1,158	)	$	—		$	(1,158	)
Net pension and post-retirement benefit losses	$	(25,670	)	$	14		$	(25,656	)
Reclassification of net pension and post-retirement benefit losses to net income	$	25,276		$	—		$	25,276
Net change in fair value of cash flow hedges	$	(10,348	)	$	132		$	(10,216	)
Net hedging gains/losses reclassified into earnings	$	(15,149	)	$	191		$	(14,958	)
April 29, 2012
Foreign currency translation adjustments	$	180		$	—		$	180
Net pension and post-retirement benefit losses	$	112,665		$	9		$	112,674
Reclassification of net pension and post-retirement benefit losses to net income	$	25,070		$	—		$	25,070
Net change in fair value of cash flow hedges	$	(17,770	)	$	9		$	(17,761	)
Net hedging gains/losses reclassified into earnings	$	(10,756	)	$	92		$	(10,664	)
April 28, 2013
Foreign currency translation adjustments	$	(115	)	$	—		$	(115	)
Net pension and post-retirement benefit losses	$	(75,526	)	$	—		$	(75,526	)
Reclassification of net pension and post-retirement benefit losses to net income	$	23,694		$	—		$	23,694
Net change in fair value of cash flow hedges	$	17,712		$	2		$	17,714
Net hedging gains/losses reclassified into earnings	$	25,954		$	(13	)	$	25,941
April 29 - June 7, 2013
Foreign currency translation adjustments	$	(116	)	$	—		$	(116	)
Reclassification of net pension and post-retirement benefit losses to net income	$	2,958		$	—		$	2,958
Net change in fair value of cash flow hedges	$	377		$	(13	)	$	364
Net hedging gains/losses reclassified into earnings	$	2,882		$	1		$	2,883
Successor
February 8 - December 29, 2013
Foreign currency translation adjustments	$	(422	)	$	—		$	(422	)
Net change in fair value of net investment hedges	$	72,903		$	—		$	72,903
Net pension and post-retirement benefit gains	$	(39,682	)	$	—		$	(39,682	)
Net change in fair value of cash flow hedges	$	(67,210	)	$	(166	)	$	(67,376	)
Net hedging gains/losses reclassified into earnings	$	1,505		$	18		$	1,523

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The following table provides a summary of the changes in the carrying amount of accumulated other comprehensive (loss)/income, net of tax, by component attributable to H.J. Heinz Company:

	Foreign currency translation adjustments			Net pension and post retirement benefit			Net cash flow hedges			Total
	(In thousands)
Predecessor
Balance as of April 27, 2011	$	337,073		$	(626,938	)	$	(9,699	)	(299,564		)
Other comprehensive (loss)/income before reclassifications	(360,227		)	(258,067		)	30,405			(587,889		)
Amounts reclassified from accumulated other comprehensive loss	—			56,813			(14,088		)	42,725
Net current-period other comprehensive loss	(360,227		)	(201,254		)	16,317			(545,164		)
Balance as of April 29, 2012	$	(23,154	)	$	(828,192	)	$	6,618		$	(844,728	)
Other comprehensive (loss)/income before reclassifications	(213,258		)	(189,294		)	(11,736		)	(414,288		)
Amounts reclassified from accumulated other comprehensive loss	—			54,833			29,645			84,478
Net current-period other comprehensive loss	(213,258		)	(134,461		)	17,909			(329,810		)
Balance as of April 28, 2013	$	(236,412	)	$	(962,653	)	$	24,527		$	(1,174,538	)
Other comprehensive (loss)/income before reclassifications	(93,780		)	—			(1,099		)	(94,879		)
Amounts reclassified from accumulated other comprehensive loss	—			7,291			6,551			13,842
Net current-period other comprehensive loss	(93,780		)	7,291			5,452			(81,037		)
Balance as of June 7, 2013	$	(330,192	)	$	(955,362	)	$	29,979		$	(1,255,575	)
Successor
Balance as of February 8, 2013	$	—		$	—		$	—		—
Other comprehensive (loss)/income before reclassifications	140,242			102,464			110,686			353,392
Net change in fair value of net investment hedges	(117,694		)	—			—			(117,694		)
Amounts reclassified from accumulated other comprehensive loss	—			—			(2,688		)	(2,688		)
Net current-period other comprehensive loss	22,548			102,464			107,998			233,010
Balance as of December 29, 2013	$	22,548		$	102,464		$	107,998		$	233,010

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The following table presents the affected earnings line for reclassifications out of accumulated other comprehensive income/(loss), net of tax, by component attributable to H.J. Heinz Company:

Accumulated other comprehensive income/(loss) component	Reclassified from accumulated other comprehensive income/(loss) to earnings			Reclassified from accumulated other comprehensive income/(loss) to earnings			Line affected by reclassification
(In thousands)
	Successor			Predecessor
	February 8 - December 29, 2013			April 29 - June 7, 2013
Gains/(losses) on cash flow hedges:
Foreign exchange contracts	$	(1,020	)	$	990		Sales
Foreign exchange contracts	2,874			1,814			Cost of products sold
Foreign exchange contracts	2,387			(1,859		)	Other income/(expense)
Foreign exchange contracts	(83		)	—			Selling, general, and administrative expenses
Foreign exchange contracts	—			61			Interest expense
Interest rate contracts	35			(20		)	Interest expense
Cross-currency interest rate swap contracts	—			(538		)	Other expense
Cross-currency interest rate swap contracts	—			(9,821		)	Interest expense
	4,193			(9,373		)	Gain/(loss) from continuing operations before income tax
	(1,505		)	2,822			Provision for income taxes
	$	2,688		$	(6,551	)	Gain/(loss) from continuing operations
Gains/(losses) on pension and post retirement benefit:
Actuarial gains/(losses)	$	—		$	(10,681	)	(a)
Prior service credit/(cost)	—			432			(a)
	—			(10,249		)	Loss from continuing operations before income tax
	—			2,958			Provision for income taxes
	$	—		$	(7,291	)	Loss from continuing operations

______________________________________

(a) As these components are included in the computation of net periodic pension and post retirement benefit costs refer to Note 14 for further details.

17.    Segment Information

The Company’s segments are primarily organized by geographical area. The composition of segments and measure of segment profitability are consistent with that used by the Company’s management.

Descriptions of the Company’s reportable segments are as follows:

• North American Consumer Products—This segment primarily manufactures, markets and sells ketchup, condiments, sauces, pasta meals, and frozen potatoes, entrees, snacks, and appetizers to the grocery channels in the United States of America and includes our Canadian business.

• Europe—This segment includes the Company’s operations in Europe and sells products in all of the Company’s categories.

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• Asia/Pacific—This segment includes the Company’s operations in Australia, New Zealand, India, Japan, China, Papua New Guinea, South Korea, Indonesia, Vietnam and Singapore. This segment’s operations include products in all of the Company’s categories.

• U.S. Foodservice—This segment primarily manufactures, markets and sells branded and customized products to commercial and non-commercial food outlets and distributors in the United States of America including ketchup, condiments, sauces and frozen soups.

• Rest of World—This segment includes the Company’s operations in Africa, Latin America, and the Middle East that sell products in all of the Company’s categories.

The Company’s management evaluates performance based on several factors including net sales, operating income, and the use of capital resources. Inter-segment revenues, items below the operating income line of the consolidated statements of income, the transition period and 2012 restructuring and productivity initiatives (see Note 7), Merger related costs (see Note 4), a charge for the closure of a factory in South Africa and a charge for the settlement of the Foodstar earn-out (see Note 13), and costs associated with the Fiscal 2012 corporation-wide productivity initiatives (see Note 7) are not presented by segment, since they are not reflected in the measure of segment profitability reviewed by the Company’s management.

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The following table presents information about the Company’s reportable segments:

	Successor			Predecessor
	February 8 - December 29, 2013			April 29 - June 7, 2013			April 28, 2013			April 29, 2012			April 27, 2011
	(29 Weeks)			(6 Weeks)			(52 Weeks)			(52 1/2 Weeks)			(52 Weeks)
	(In thousands)
	Net External Sales
North American Consumer Products	$	1,669,924		$	307,972		$	3,195,099		$	3,241,533		$	3,265,857
Europe	1,829,607			284,657			3,314,523			3,441,282			3,236,800
Asia/Pacific	1,328,488			272,116			2,533,334			2,500,411			2,247,193
U.S. Foodservice	772,598			135,688			1,370,779			1,345,768			1,339,100
Rest of World	638,945			112,439			1,115,151			978,578			469,686
Consolidated Totals	$	6,239,562		$	1,112,872		$	11,528,886		$	11,507,572		$	10,558,636
	Operating Income (Loss)
North American Consumer Products(a)	$	269,642		$	65,459		$	790,939		$	812,056		$	832,719
Europe(a)	195,235			32,918			593,044			608,829			581,148
Asia/Pacific(a)	11,833			37,616			265,879			234,671			253,524
U.S. Foodservice(a)	84,273			15,531			186,155			169,843			183,425
Rest of World(a)	74,238			10,559			112,660			105,080			53,371
Other:
Non-Operating(b)	(74,827		)	(16,070		)	(226,588		)	(222,754		)	(216,549		)
Fiscal 2013 special items(c)	—			—			(15,624		)	—			—
Restructuring and productivity initiatives(d)	(410,430		)	(6,042		)	—			(205,418		)	—
Merger related costs(e)	(157,938		)	(112,188		)	(44,814		)	—			—
Consolidated Totals	$	(7,974	)	$	27,783		$	1,661,651		$	1,502,307		$	1,687,638
	Depreciation and Amortization Expenses
Total North America	$	153,402		$	16,162		$	126,859		$	131,023		$	121,480
Europe	62,044			9,976			98,806			98,384			91,222
Asia/Pacific	41,009			7,311			62,233			59,796			49,802
Rest of World	11,256			2,520			22,836			19,290			6,324
Non-Operating(b)	41,342			5,054			35,898			28,428			23,971
Consolidated Totals	$	309,053		$	41,023		$	346,632		$	336,921		$	292,799

	Successor		Predecessor
	December 29, 2013		April 28, 2013 FY 2013		April 29, 2012 FY 2012
	Identifiable Assets
	(In thousands)
Total North America	$	14,486,939	$	3,289,900	$	3,394,387
Europe	11,673,072		5,129,880		4,158,349
Asia/Pacific	4,039,589		2,670,376		2,544,332
Rest of World	1,336,733		1,123,407		1,145,696
Non-Operating(g)	7,436,015		725,444		740,529
Consolidated Totals	$	38,972,348	$	12,939,007	$	11,983,293

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H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

	Successor		Predecessor
	February 8 - December 29, 2013		April 29 - June 7, 2013		April 28, 2013		April 29, 2012		April 27, 2011
	(29 Weeks)		(6 Weeks)		(52 Weeks)		(52 1/2 Weeks)		(52 Weeks)
	Capital Expenditures(f)
	(In thousands)
Total North America	$	47,060	$	10,050	$	107,207	$	103,958	$	101,001
Europe	45,121		4,537		96,112		113,420		97,964
Asia/Pacific	47,209		3,389		91,361		99,912		71,419
Rest of World	15,720		2,960		48,747		38,539		12,829
Non-Operating(b)	46,905		99,218		55,671		62,905		52,433
Consolidated Totals	$	202,015	$	120,154	$	399,098	$	418,734	$	335,646

(a) The negative impact of the inventory step-up adjustment recorded in purchase accounting to operating income in the Successor period was $139.8 million for North American Consumer Products, $110.3 million for Europe, $89.6 million for Asia/Pacific, $33.8 million for U.S. Foodservice and $9.8 million for Rest of World.

(b) Includes corporate overhead, intercompany eliminations and charges not directly attributable to operating segments.

(c) During the fourth quarter of Fiscal 2013, the Company closed a factory in South Africa resulting in a $3.5 million in costs of products sold primarily related to asset write-downs. During the third quarter of Fiscal 2013, the Company renegotiated the terms of the Foodstar Holdings Pte earn-out that was due in 2014 resulting in a $12.1 million charge in SG&A. See Note 13 for further explanation.

(d) See Note 7 for further details on restructuring and productivity initiatives.

(e) See Note 4 for further details on Merger related costs

(f) Excludes property, plant and equipment obtained through acquisitions.

(g) Includes identifiable assets not directly attributable to operating segments.

The Company’s revenues are generated via the sale of products in the following categories:

	Successor		Predecessor
	February 8 - December 29, 2013		April 29 - June 7, 2013		April 28, 2013		April 29, 2012		April 27, 2011
	(29 Weeks)		(6 Weeks)		(52 Weeks)		(52 1/2 Weeks)		(52 Weeks)
	Net External Sales
	(In thousands)
Ketchup and Sauces	$	3,081,347	$	533,932	$	5,375,788	$	5,232,607	$	4,607,326
Meals and Snacks	2,185,831		359,412		4,240,808		4,337,995		4,134,836
Infant/Nutrition	624,359		118,528		1,189,015		1,232,248		1,175,438
Other	348,025		101,000		723,275		704,722		641,036
Total	$	6,239,562	$	1,112,872	$	11,528,886	$	11,507,572	$	10,558,636

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H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

The Company has significant sales and long-lived assets in the following geographic areas. Sales are based on the location in which the sale originated. Long-lived assets include property, plant and equipment, goodwill, trademarks and other intangibles, net of related depreciation and amortization.

	Successor		Predecessor
	February 8 - December 29, 2013		April 29 - June 7, 2013		April 28, 2013		April 29, 2012		April 27, 2011
	(29 Weeks)		(6 Weeks)		(52 Weeks)		(52 1/2 Weeks)		(52 Weeks)
	Net External Sales
	(In thousands)
United States	$	2,072,049	$	371,253	$	3,857,247	$	3,885,057	$	3,916,988
United Kingdom	859,512		130,741		1,597,755		1,611,177		1,506,607
Other	3,308,001		610,878		6,073,884		6,011,338		5,135,041
Total	$	6,239,562	$	1,112,872	$	11,528,886	$	11,507,572	$	10,558,636

	Successor		Predecessor
	December 29, 2013		April 28, 2013 FY 2013		April 29, 2012 FY 2012
	Long-Lived Assets
	(In thousands)
United States	$	16,280,596	$	2,383,136	$	2,419,518
United Kingdom	6,999,989		1,133,086		1,207,918
Other	8,942,514		3,437,299		3,540,923
Total	$	32,223,099	$	6,953,521	$	7,168,359

18.    Commitments and Contingencies

Legal Matters:

Certain suits and claims have been filed against the Company and have not been finally adjudicated. In the opinion of management, based upon the information that it presently possesses, the final conclusion and determination of these suits and claims would not be expected to individually and in the aggregate have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity.

Lease Commitments:

Operating lease rentals for warehouse, production and office facilities and equipment amounted to approximately $122.6 million in the Successor period February 8, 2013 to December 29, 2013, $15.4 million in the Predecessor period April 29, 2013 to June 7, 2013, $145.4 million in 2013, $155.2 million in 2012 and $112.4 million in 2011. Future lease payments for non-cancellable operating leases as of December 29, 2013 totaled $502.6 million (2014 - $137.8 million, 2015 - $60.5 million, 2016 - $53.4 million, 2017 - $47.7 million, 2018 - $44.2 million and thereafter - $159.0 million).

As of April 28, 2013, the Company was a party to two operating leases for buildings and equipment, one of which also includes land, under which the Company has guaranteed supplemental payment obligations of approximately $150 million at the termination of these leases. On June 3, 2013, the Company paid $88.7 million to buy-out one of these leases and recorded them within Property, plant and equipment on the balance sheet as of that date. No significant credit guarantees existed between the Company and third parties as of December 29, 2013.

Redeemable Noncontrolling Interest:

The minority partner in Coniexpress has the right, at any time, to exercise a put option to require the Company to purchase their equity interest at a redemption value determinable from a specified formula based on a multiple of EBITDA (subject to a fixed minimum linked to the original acquisition date value). The Company also has a call right on this noncontrolling interest exercisable at any time and subject to the same redemption price. The put and call options cannot be separated from the

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noncontrolling interest and the combination of a noncontrolling interest and the redemption feature require classification of the minority partner’s interest as a redeemable noncontrolling interest in the consolidated balance sheet. In the first quarter of Fiscal 2013, the minority partner exercised their put option for 15% of their initial 20% equity interest, retaining 5%. An adjustment was made to retained earnings to record the carrying value at the maximum redemption value immediately prior to this transaction. As this exercise did not result in a change in control of Coniexpress, it was accounted for as an equity transaction. In addition, the amount of cumulative translation adjustment previously allocated to the redeemable noncontrolling interest was adjusted to reflect the change in ownership. The carrying amount of the redeemable noncontrolling interest approximates its maximum redemption value of the remaining 5% equity interest. Any subsequent change in maximum redemption value would be adjusted through retained earnings. We do not currently believe the exercise of the put option would materially impact our results of operations or financial condition.

19.    Advertising Costs

Advertising expenses (including production and communication costs) for the Successor period February 8, 2013 to December 29, 2013, the Predecessor period April 29, 2013 to June 7, 2013, and fiscal years 2013, 2012 and 2011 were $282.3 million, $41.7 million, $465.0 million, $440.5 million and $368.6 million, respectively. For the Successor period February 8, 2013 to December 29, 2013, the Predecessor period April 29, 2013 to June 7, 2013, and fiscal years 2013, 2012 and 2011, $86.8 million, $19.4 million, $151.1 million, $151.5 million and $119.0 million, respectively, were recorded as a reduction of revenue and $195.5 million, $22.3 million, $313.8 million, $289.1 million and $249.6 million, respectively, were recorded as a component of SG&A.

20.    Venezuela- Foreign Currency and Inflation

The Company applies highly inflationary accounting to its business in Venezuela. Under highly inflationary accounting, the financial statements of our Venezuelan subsidiary are remeasured into the Company's reporting currency (U.S. dollars) and exchange gains and losses from the remeasurement of monetary assets and liabilities are reflected in current earnings, rather than accumulated other comprehensive loss on the balance sheet, until such time as the economy is no longer considered highly inflationary. The impact of applying highly inflationary accounting for Venezuela on our consolidated financial statements is dependent upon movements in the official exchange rate between the Venezuelan bolivar fuerte and the U.S. dollar and the amount of net monetary assets and liabilities included in our subsidiary's balance sheet.

On March 18, 2013, the Venezuelan government announced the creation of a new foreign exchange mechanism called the Complimentary System of Foreign Currency Acquirement (or SICAD, which stands for Sistema Complimentario de Administración de Divisas). It operates similar to an auction system and allows entities in specific sectors to bid for U.S. dollar to be used for specified import transactions. In December 2013, the regulation that created the SICAD mechanism was amended to require the Central Bank of Venezuela to include on its website the weekly average exchange rate implied by transactions settled via the SICAD auction mechanism. For the weeks of December 23 and December 30, 2013, the SICAD rate posted on the website of the Central Bank of Venezuela was 11.3 BsF/US$. The Company settles its foreign currency denominated payables through the Venezuelan currency exchange board, known as CADIVI. In January 2014, the Venezuelan government announced the formation of the National Center of Foreign Trade (CENCOEX) to replace CADIVI. In addition, the government changed SICAD to include certain types of transactions, including dividends and royalties. The Company has never participated in the SICAD mechanism and has no plans to do so. As a result, the official exchange rate will continue to be used to remeasure the financial statements into U. S. dollars.

On February 8, 2013, the Venezuelan government announced the devaluation of its currency relative to the U.S. dollar, changing the official exchange rate from 4.30 to 6.30. As a result, the Company recorded a $42.7 million pre-tax currency translation loss, which was reflected within other expense, net, on the consolidated statement of income during the fourth quarter of Fiscal 2013 ($39.1 million after-tax loss).

The amount of net monetary assets and liabilities included in our subsidiary's balance sheet was $109.2 million at December 29, 2013.

21.     Change in Fiscal Year End

The Company changed its fiscal year end from the Sunday closest to April 30 to the Sunday closest December 31, effective December 29, 2013. The consolidated statement of operations are provided below for the Successor period February 8, 2013 to December 29, 2013, the Predecessor period April 29, 2013 to June 7, 2013, and the eight months ended December 23, 2012. The financial information provided for the eight months ended December 23, 2012 is unaudited since it represented an interim period

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H. J. Heinz Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

of fiscal year 2013. The unaudited financial information for the eight-month period ended December 23, 2012 (based on the Company's former fiscal month end), include all normal recurring adjustments necessary for a fair statement of the results for that period.

H. J. Heinz Company and Subsidiaries

Condensed Consolidated Statements of Operations

	Successor			Predecessor
	February 8 - December 29, 2013			April 29 - June 7, 2013			December 23, 2012 FY2013
	(29 Weeks)			(6 Weeks)			(34 Weeks)
							(Unaudited)
	(In thousands)
Sales	$	6,239,562		$	1,112,872		$	7,438,060
Gross profit	$	1,651,771		$	383,335		$	2,692,003
(Benefit from)/provision for income taxes	$	(231,623	)	$	61,097		$	142,528
(Loss)/income from continuing operations	$	(66,082	)	$	(191,424	)	$	769,272
Loss from discontinued operations, net of tax	$	(5,636	)	$	(1,273	)	$	(36,322	)
Net (loss)/income attributable to H. J. Heinz Company	$	(77,021	)	$	(195,571	)	$	722,331

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.

(c) Changes in Internal Control over Financial Reporting

During the transition period, the Company continued its implementation of SAP software across operations in the countries of the U.K., Ireland and Poland. 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 year that have 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.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

BOARD OF DIRECTORS

Our current Board of Directors consists of six members, who have been elected pursuant to a shareholders’ agreement among the Sponsors and Holdings. All of the directors are employees of the Sponsors or their respective subsidiaries and are therefore deemed to be affiliates of the Company. The names of our current directors, along with their present positions and qualifications, their principal occupations and directorships held with public corporations during the past five years, their ages and the year first elected as a director are set forth below.

Name	Age	First Year Elected A Director
Gregory Abel	52	2013
Alexandre Behring	47	2013
Tracy Britt Cool	29	2013
Warren E. Buffett	83	2013
Jorge Paulo Lemann	74	2013
Marcel Herrmann Telles	64	2013

Gregory Abel

Age: 52

Chairman, Director, Chief Executive Officer and President, MidAmerican Energy Holdings Company (“MidAmerican”), an electric and natural gas service provider with more than 8.4 million customers worldwide; Chairman, Director, and Chief Executive Officer, PacifiCorp, an affiliate of MidAmerican; Chairman and Director, Nothern Powergrid Holdings Company, an affiliate of MidAmerican; Director, Kern River Gas Transmission Company, Northern Natural Gas Company, NV Energy, Inc. and HomeServices of America, Inc., the second-largest residential real estate brokerage firm in the United States, all affiliates of MidAmerican

Mr. Abel serves on the board and executive committee of the Edison Electric Institute and the Greater Des Moines Partnership. He also serves on the H.J. Heinz Company board of directors, the Nuclear Electric Insurance Limited board of directors; the Kum & Go, L.C. board of directors; the executive board of the Mid-Iowa Council Boy Scouts of America; the American Football Coaches Foundation board of directors and is a past member of the Drake University board of trustees. Mr. Abel has experience as chief executive officer and director of multiple energy companies. Due to his service as a director in a highly-regulated industry and his management experience, he provides the Board of Directors with strong operational skills.

Alexandre Behring

Age: 47

Managing Partner 3G Capital (2004 - present); Director and Chairman, Burger King Worldwide Holdings, Inc. (October 2010-present)

Mr. Behring has served on our Board of Directors since June 2013. Mr. Behring is a co-founder of 3G Capital and has been its managing partner since 2004. Previously, Mr. Behring spent 10 years at GP Investments, Latin America’s largest private-equity firm, including eight years as a partner and member of the firm’s Investment Committee. He served for seven years, from 1998 through 2004, as CEO of America Latina Logistica (“ALL”), Latin America’s largest railroad and logistics company. He served as a director of ALL until December 2011. Mr. Behring also serves as an alternate director of Lojas Americanas S.A., a retail chain operator based in Brazil. From July 2008 to May 2011, Mr. Behring served as a director of CSX Corporation, a U.S. rail-based transportation company. Mr. Behring is also currently a director of Burger King Worldwide, Inc., an affiliate of 3G Capital.

Mr. Behring was selected to be a member of the Board of Directors because of his extensive leadership experience in developing and operating both public and private companies. Mr. Behring’s particular qualifications and operational, financial and strategic skills strengthen the Board of Directors’ collective knowledge and capabilities.

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Tracy Britt Cool

Age: 29

Chairman, Benjamin Moore, a leading manufacturer and retailer of paints and architectural coatings (June 2012-present); Chairman, Larson-Juhl, a manufacturer and distributor of wood and metal framing products (January 2012-present); Chairman, Oriental Trading, a direct merchant of party suppliers, arts and crafts, toys and novelties (November 2012-present); Chairman, Johns Manville, a manufacturer of commercial and industrial roofing systems, fire-protection systems, thermal and acoustical insulation, glass textile wall coverings and flooring (November 2012-present)

Ms. Cool received her B.A. from Harvard University in 2007 and her M.B.A. from Harvard Business School in 2009. Ms. Cool was hired by Berkshire Hathaway in December 2009 as Financial Assistant to the Berkshire Hathaway Chairman. Ms. Cool is also a co-founder of Smart Woman Securities, a nonprofit organization with the goal of educating women about managing their finances.

Ms. Cool has experience as chairman of several Berkshire Hathaway subsidiaries, as well as insight into financial, investment and other complex subjects as a result of her experience as Financial Assistant to the Chairman of Berkshire Hathaway.

Warren Buffett

Age: 83

Chairman and Chief Executive Officer, Berkshire Hathaway Inc. (1970-present); Director, The Washington Post Company (May 1996-May 2011)

Mr. Buffett brings over 43 years of experience as Chairman and Chief Executive Officer of publicly traded and private companies, providing the Board of Directors with a strong background in finance, investing and other complex subjects. His extensive experience in investing and building companies provides the Board of Directors with strong leadership and an investor’s perspective. Mr. Buffett has pledged all of his Berkshire shares, representing 99% of his net worth, to philanthropic endeavors.

Mr. Buffett has significant investment experience, including the evaluation of strategic opportunities and challenges of the Company’s business and its competitive and financial position, as well as experience in public and private company financial reporting practices.

Jorge Paulo Lemann

Age: 74

Founding Partner, 3G Capital (2004 - present); Director, Anheuser-Busch InBev (2004-present)

Mr. Lemann founded and was senior partner of Banco de Investimentos Garantia S.A. in Brazil from 1971 through June 1998. Until early 2005, Mr. Lemann was Director of The Gillette Company, Swiss Re and of Lojas Americanas. He was also Chairman of the Latin American Advisory Committee of the New York Stock Exchange. Mr. Lemann is co-founder and Board of Directors member of Fundação Estudar, a non-profit organization that provides scholarships for Brazilians and Endeavor, an international non-profit organization that supports entrepreneurs in emerging markets. Mr. Lemann is a member of JP Morgan International Council since 2012.

Mr. Lemann has experience as a director of a consumer products company and has a strong international experience in the beverage industry. He also has broad knowledge of strategy, investing and business development.

Marcel Herrmann Telles

Age: 64

Founding Partner, 3G Capital (2004-present); Director, Anheuser-Busch InBev (2004-present); Director, AmBev (2000-present)

Marcel Herrmann Telles has served on our Board of Directors since June 2013. Mr. Telles served as a member of the board of directors of Lojas Americanas S.A., and as Chief Executive Officer of Companhia Cervejaria Brahma (which became AmBev in 2002) from 1989 to 1999. He also served as a member of the board of directors of Burger King Worldwide Holdings, Inc. from 2010 to 2013. From 2009 to 2013, he served as a member of the Advisory Board of ITAU-UNIBANCO, a banking conglomerate based in Brazil. He serves on the board of directors of Fundação Estudar, a not-for-profit foundation in Brazil, and on the board of directors of ISMART, a not-for-profit foundation.

Mr. Telles has experience as the chief executive officer of a large brewing company and major consumer brand and as a director of multiple public and private companies in various industries. He has knowledge of strategy and business development, finance, supply chain management and distribution and leadership development.

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See “Item 13. Certain Relationships and Related Transactions, and Director Independence - Related Person Transactions” below for a discussion of certain arrangements and understandings regarding the nomination and selection of certain of our directors.

As previously disclosed, on June 7, 2013, in accordance with the Merger Agreement, at the effective time of the Merger, each of William R. Johnson, Charles E. Bunch, Leonard S. Coleman Jr., John G. Drosdick, Edith E. Holiday, Candace Kendle, Franck J. Moison, Dean R. O’Hare, Nelson Peltz, Dennis H. Reilley, Lynn C. Swann, Thomas J. Usher and Michael F. Weinstein (the “Former Directors”) ceased serving as members of the Board of Directors of the Company.

EXECUTIVE OFFICERS

The names and ages of our current executive officers, along with their positions and qualifications, are set forth below.

Name	Age	Position
Bernardo Hees	44	Chief Executive Officer
Paulo Basilio	39	Chief Financial Officer
Matt Hill	43	Zone President of Heinz Europe
Eduardo Luz	41	Zone President of Heinz North America
Eduardo Pelleissone	40	Executive Vice President of Operations
Hein Schumacher	42	Zone President of Heinz Asia Pacific

Bernardo Hees is the Chief Executive Officer of the Company. Previously, Mr. Hees served as Chief Executive Officer Burger King Worldwide Holdings, Inc. from 2010 to June 2013 and Burger King Worldwide, Inc. from June 2012 to June 2013 and as Chief Executive Officer of ALL from January 2005 to September 2010.  Mr. Hees has also been a Partner at 3G Capital since July 2010. Mr. Hees has experience as Chief Executive Officer of Burger King and for a large railroad and logistics company based in Brazil. He has knowledge of strategy and business development, finance, marketing and consumer insight, risk assessment, leadership development and succession planning.  Mr. Hees earned a degree in Economics from the Pontifícia Universidade Católica (Brazil) and an MBA from the University of Warwick (United Kingdom). Mr. Hees joined Heinz in June 2013.

Paulo Basilio is the Chief Financial Officer of the Company. Mr. Basilio joined Heinz in June 2013. Mr. Basilio is a partner at an affiliate of 3G Capital and previously served as Chief Executive Officer of ALL from 2010 to 2012, after having served as ALL’s Chief Operating Officer, Chief Financial Officer and Analyst. Mr. Basilio holds a M.Sc. in Economics from Fundacao Getulio Vargas in Brazil.

Matt Hill is the Zone President of Heinz Europe since June of 2013. Prior to his appointment, Mr. Hill was President of Heinz UK & Ireland, the second largest business for the Company globally. Mr. Hill joined Heinz in 2010 as Chief Marketing Officer for the UK & Ireland and was promoted after four months to Chief Commercial Officer managing Sales and Marketing, and responsible for delivery of the Annual Plan. He was promoted to President UK & Ireland in April 2012. Prior to joining the Company, Mr. Hill spent 17 years at Unilever in a variety of UK, European and Global marketing roles including 7 years at a Vice President level. Mr. Hill has 20 years’ experience in the consumer packaged goods food industry. He brings experience of chilled, ambient and frozen product categories, of retail and foodservice channels, and of developed and emerging markets. Mr. Hill is an Economics graduate from the University of Warwick (United Kingdom). He is based in the United Kingdom and travels extensively throughout Europe.

Eduardo Luz is the Zone President for Heinz North America since January of 2014. Mr. Luz spent his whole career in the consumer packaged goods industry, occupying general management, sales and marketing positions in companies such as AB-InBev and Unilever. Prior to joining Heinz, Mr. Luz was CEO of a privately-owned Brazilian consumer packaged goods company, Flora, from 2011-2013. He has experience in diverse CPG categories such as Beverages, Personal Care, Home Care and Foods, and has worked on international assignments in four different continents. In his current role at Heinz, Mr. Luz has profit and loss and sales and marketing responsibilities for North America, encompassing both the Consumer Products and Food Service business segments for the United States and Canada. Mr. Luz holds a Master's degree in Business Administration from The Wharton School, with concentrations in Marketing and Operations.

Eduardo Pelleissone is the Executive Vice President of Operations. Prior to joining the Company, Mr. Pelleissone was Chief Executive Officer of ALL.  Previously, Mr. Pelleissone held the roles of Chief Operating Officer, Managing Director and General Manager of Agricultural Products at ALL.  Before joining ALL, Mr. Pelleissone held several positions at Glencore Importadora e Exportadora SA. Mr. Pelleissone also serves as a Chairman of Brado Logistics S/A, Vetria Mining S/A, and Ritmo Logistics S/A, all subsidiaries of ALL.  In addition, Mr. Pelleissone is a director of the Federation of Industries of the State of Sao Paulo,

105

Brazil, the largest professional association of Brazilian industry, and is a director of the National Association of Rail Transport, a Brazilian civil nonprofit entity that promotes the development and improvement of rail transport in Brazil.  In his role as Vice President of Operations, Mr. Pelleissone has responsibility for supply chain, procurement and operations. Mr. Pelleissone has a Master in Business Administration in Logistics, Operations and Services from COPPEAD in Brazil. Mr. Pelleissone joined Heinz in July, 2013.

Hein Schumacher is the Zone President of Heinz Asia Pacific since June of 2013. Prior to being appointed Zone President of Heinz Asia Pacific, Mr. Schumacher had been President of Heinz Greater China since 2011and previously held the positions of Vice President Finance Heinz Europe, Vice President and Chief Strategy Officer for the Company and Vice President and Chief Financial Officer of Heinz Continental Europe. Mr. Schumacher worked with Royal Ahold NV and Unilever NV prior to the Company in various roles and countries. He graduated in Banking and Finance from the Amsterdam Academy for Banking and Finance and also holds a Master's degree in politics and international affairs from the University of Amsterdam, The Netherlands. Mr. Schumacher joined Heinz in 2003.

On June 7, 2013, the Company’s former Chief Executive Officer, William R. Johnson, and former Chief Financial Officer, Arthur Winkleblack resigned from their positions as executive officers of the Company. Since June 7, 2013, the Company has also announced the departures of the following executive officers: Ted Bobby, Executive Vice President, General Counsel and Corporate Secretary; Dave Ciesinski, Vice President of Transition; Steve Clark, Senior Vice President, Chief People Officer; Ed McMenamin, Senior Vice President, Finance; David Moran, Executive Vice President, President & CEO of Heinz North America & Global Infant Nutrition; Meg Nollen, Senior Vice President of Strategy & Investor Relations; Bob Ostryniec, Senior Vice President, Chief Supply Chain Officer & Global ERM; Chris Warmoth, Executive Vice President, Heinz Asia Pacific; Dave Woodward, Executive Vice President, President & CEO of Heinz Europe; Roel van Neerbos, President, Heinz Continental Europe; Diane Owen, Senior Vice President, Corporate Audit; Garry Price, Senior Vice President of Global Strategy and Audit; Kristen Clark, Chief People Officer; Fernando Pocaterra, Zone President of Latin America; John Mastalerz, Principal Accounting Officer and Brendan Foley, Zone President of Heinz North America.

CORPORATE GOVERNANCE

Election of Members to the Board of Directors

The Sponsors are party to a shareholders’ agreement with Parent, pursuant to which the members of the Board of Directors of the Company are nominated and elected. For so long as each Sponsor owns at least 66% of the common stock of Parent originally acquired by such Sponsor, such Sponsor is entitled to nominate and elect three representatives to the board of directors of Parent and each of its subsidiaries (including the Company). Following the closing of the Merger, all of the current members of the Board of Directors of the Company were so elected, in accordance with the provisions of the Company’s Amended and Restated Certificate of Incorporation, as filed with the Delaware Secretary of State, and the Company’s Amended and Restated Bylaws.

Board Committees

In light of the Company’s status as a privately held company and the absence of a public listing or trading market for its common stock, the Company’s Board of Directors has not established any committees of the Board of Directors and the entire Board of Directors shall act collectively in lieu of any such committees.

Code of Ethics

Heinz has adopted a Global Code of Conduct applicable to all directors, officers and employees of the Company, including our chief executive officer, chief financial officer and principal accounting officer. The Global Code of Conduct is posted on our website at www.heinz.com. We intend to disclose on our website any amendments to or waivers of this Global Code of Conduct.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors and executive officers to file reports with the SEC. To the Company's knowledge, during the period of May 1, 2013 through June 7, 2013, when the Merger closed, all required filings were made on a timely basis, based on our review of the reports and written representations provided to the Company. In light of our status as a privately held company since June 7, 2013, Section 16 reporting is no longer required.

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Item 11. Executive Compensation.

COMPENSATION DISCUSSION AND ANALYSIS

Overview

INTRODUCTION

The Merger was consummated on June 7, 2013, after the completion of the Company’s 2013 fiscal year, which ended on April 28, 2013. On October 15, 2013, the Board of Directors approved the change of the Company’s fiscal year end from the Sunday closest to April 30, to the Sunday closest to December 31. As a result, the Company’s revised 2013 fiscal year (“2013T”) reflects an 8-month period, from April 29, 2013 to December 29, 2013.

This Compensation Discussion and Analysis (“CD&A”) provides the disclosure required by Item 402(t) of Regulation S-K for 2013T and outlines compensation earned during 2013T by our named executive officers (the “NEOs”) along with the former executive officers who would have been one of the Company’s NEOs had they still been serving as an executive officer at the end of the fiscal year. This CD&A includes the payments that were made to our former executive officers in connection with the Merger, which were described in detail in the definitive proxy statement for the acquisition filed with the SEC on March 27, 2013.

For 2013T (April 29, 2013 to December 29, 2013), the Company’s “NEOs”, were the following five executives:

Bernardo Hees, Chief Executive Officer (or “CEO”);

Paulo Basilio, Chief Financial Officer (or “CFO”);

Kristen Clark, SVP, Chief People Officer;

Fernando Pocaterra, Zone President, Latin America; and

Brendan Foley, Zone President, North America. 

Also included are four former executive officers who would have been one of the Company’s NEOs had they still been serving as an executive officer at the end of the fiscal year:

William R. Johnson, former Chairman, President & CEO;

Arthur B. Winkleblack, former EVP & CFO;

David C. Moran, former EVP & President & CEO of Heinz North America & Global Infant Nutrition; and

Theodore N. Bobby, former EVP & General Counsel.

For purposes of this CD&A the “Committee” refers to the Management Development & Compensation Committee of the Board of Directors of the Company before the Merger and the decisions made by such Committee. Following the Merger, the Board of Directors of the Company did not designate a compensation committee and until it does so, the full Board of Directors of the Company will be responsible for all compensation committee functions.

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Key Elements of our NEO Compensation Program - 2013T

Compensation Philosophy

Our compensation philosophy is based on pay-for-performance. This philosophy incorporates the Company’s achievement of specific goals as well as achievement by employees of individual performance goals, or “Management by Objectives” (“MBOs”). Our compensation programs are designed to support our business initiatives by:

Rewarding superior financial and operational performance;

Placing a significant portion of compensation at risk if performance goals are not achieved;

Aligning the interests of the NEOs with those of our owners; and

Enabling us to attract, retain and motivate top talent.

In making determinations about compensation, the Board of Directors places great emphasis on the following factors specific to the relevant individual and his or her role:

An individual’s performance and long-term potential; and

The nature and scope of the individual’s responsibilities and his or her effectiveness in supporting our long-term goals.

Elements of Compensation and Benefit Programs

To achieve our goals, the Board of Directors utilizes the following components of compensation: (1) base salaries, (2) an Annual Incentive Plan, (3) discretionary stock option grants that may be awarded from time to time (4) benefits and, (5) limited perquisites.

COMPENSATION OBJECTIVES AND PRINCIPLES - 2013T

The 2013T NEO compensation programs were designed to reward superior financial performance and achieve the following objectives, which were previously established by the Committee and the Board of Directors:

Link the pay opportunity for each NEO to the performance of the Company, through the achievement of the financial and strategic objectives established by the Board of Directors;

Align the interests of NEOs to our owners by paying a significant portion of compensation (annual bonus plus stock options) as performance-based compensation;

Provide competitive compensation to attract and retain superior executive talent for the long term; and

Provide a balance between risk and potential reward for NEOs by:

o Achieving a balance of short-term and long-term goals;

o Discouraging unnecessary or excessive assumption of risks that would threaten the reputation or sustainability of the Company; and

o Encouraging appropriate assumption of risk for competitive advantage.

The key principles that have guided the Company's decision-making process on executive compensation matters include:

Applying a broader and more flexible orientation, generally a range around the median of comparator company compensation, which provided the ability to:

o Establish pay levels commensurate with each NEO's individual performance;

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o Manage salaries and total compensation opportunity based on changing business conditions; and

o Differentiate compensation based on a number of factors, including performance.

EXECUTIVE PAY GUIDELINES - 2013T

The Company’s Executive Pay Guidelines continued into the beginning of 2013T and were later updated for the new CEO and CFO. The Long Term Incentive Program (“LTIP”) Awards include the value that would have been granted under historic practice as restricted stock units and stock options. Long Term Performance Program Award guidelines are also shown below, as applicable. The 2013T Executive Pay Guidelines, which are expressed as a percentage of base salary and reflect target award opportunities, are shown below.

Current Executives	Annual Incentive	LTIP Awards	Stock Options	LTPP Awards
CEO	200%	0	Discretionary	0
CFO	150%	0	Discretionary	0
Other NEOs	70%	50% or 55%	Discretionary	40% or 75%

Former Executives	Annual Incentive	LTIP Awards	Stock Options	LTPP Awards
Chairman, President & CEO	220%	320%	0	275%
Executive Vice Presidents	100%	165%	0	85%

CASH COMPENSATION - 2013T

Base Salaries

Base salaries are paid in accordance with standard market practice and are the foundation for all of the NEO compensation programs as the target amounts of incentives are linked to salary, as set forth in the Executive Pay Guidelines. As salary changes, the target Annual Incentive Plan (the “AIP”) typically changes proportionately. Salaries of the NEOs have typically been reviewed on an annual basis, as well as at the time of a promotion or other change in responsibilities. Salary increases, if any, were based on an evaluation of the individual's most recent performance rating and difficulty of replacement. For 2013T, an increase in base salary was approved for Kristen Clark, Fernando Pocaterra and Brendan Foley as they moved into new senior leadership roles after the close of the acquisition. The MD&CC approved no salary increases for the former executive officers.

Annual Cash Incentive Awards

NEOs have been eligible to earn annual cash awards under the AIP (see the chart under “Management Development and Compensation Committee Decisions - Performance Measurements - Financial Metrics”). The AIP was intended to reward NEOs for achieving targeted levels of performance. The upside and downside variation around the target award opportunity facilitated the objective of varying annual cash compensation to reflect our operating performance and the contribution of each NEO. The 2013T target awards and payments are described below in the narrative following the Summary Compensation Table under the heading “Annual Incentive Plan-Material Factors.”

LONG-TERM INCENTIVE COMPENSATION - 2013T

Overview

Our Long-Term Incentive (“LTI”) Compensation Program consisted of cash-based awards with an equal value as to the previously awarded performance-based RSUs, stock options and LTPP awards pursuant to historic practice. These cash-based awards were granted on May 8, 2013 and, as per the Merger Agreement, were paid after the close of the acquisition based on a prorated number of full and partial months between the grant date and June 7, 2013.

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Long Term Incentive Program

In 2013T, the Committee approved cash awards to reflect the value of previously awarded performance-based RSUs and stock options. Target awards were based on the established Executive Pay Guidelines. In making this grant, the Committee determined the value of the award to be granted to participants and the vesting and forfeiture provisions. The vesting date of the grant awarded in May 2013 was the earlier of the close of the acquisition or the third anniversary of the grant. The award would be forfeited for any termination prior to the vesting date. The Company’s LTIP is described below under “Long Term Incentive Program-Material Factors.”

Long-Term Performance Program

In 2013T, the Company did grant the LTPP award however without the performance-based metrics of total shareholder return and after-tax return on invested capital. The LTPP awards provided for similar target values with cash payments based on the portion of the 24-month period completed from grant date until close of the acquisition on June 7, 2013. The target LTPP awards for NEOs were based on the established Executive Pay Guidelines. The Company’s two LTPPs are described below under “Long Term Performance Programs-Material Factors.”

Stock Options - New Program

In 2013T, the Board of Directors approved the number of non-qualified stock options of the H.J. Heinz Holding Company to grant to each NEO. The stock option awards for NEOs are discretionary. All options were granted at an exercise price equal to the value of the Company’s Common Stock on the date of grant. Accordingly, the stock options would have value only if the market price of the Company’s stock increases after the grant date. The stock options vest 100% on July 1, 2018 for active employment and a pro-rata vesting schedule dependent on the termination reason. The Company’s Stock Option Program is described below under “Stock Options-Material Factors.”

Cash Equivalent RSU Replacement

During 2013T, Senior Management established a cash-based RSU replacement award for those who were previously eligible for an annual grant of performance-based RSUs. The award was meant to replace the award opportunity during the 6-month period of July 1, 2013 to December 29, 2013.  The Company’s award program is described below under “Cash Equivalent RSU Replacement-Material Factors.” The award will vest 25% on each anniversary of the grant date.

Management Development and Compensation Committee Decisions - 2013T

ANALYTICAL TOOLS

Historically, the Company has analyzed NEO compensation by utilizing Tally Sheets and reviewing peer group compensation data. However for 2013T, no such analysis was performed due to the transition to a privately-held Company and the shortened reporting period.

INDEPENDENT EXECUTIVE COMPENSATION ADVISOR - 2013T

In determining total compensation and allocating the elements of total compensation for Messrs. Johnson, Winkleblack, Moran and Bobby, the Committee was assisted by: (i) the ex-CEO and the ex-Chief People Officer, who made recommendations regarding potential changes to the NEO pay programs (the ex-CEO did not participate in discussions regarding his pay) based on the transition to a privately-held company; (ii) an independent executive compensation consultant from Mercer retained exclusively by the Committee to advise the Committee on all matters related to CEO and other NEO compensation for the period from April 29, 2013 until June 7, 2013; and (iii) the Total Rewards staff within the Company’s Human Resources Department, which acted as a liaison between the Committee and its executive compensation consultant and collected information and prepared materials for the Committee's use in making compensation decisions. Since the selection of the individual Mercer consultant by the Committee in Fiscal Year 2007, the Mercer consultant did not provide any services to management or other Company employees. The Committee's consultant participated in two Committee meetings during the period from April 29, 2013 until June 7, 2013.

In 2013T, Mercer received $4,133 in fees from the Company in connection with the services related to executive and director compensation. Mercer and its affiliates also received an additional $76,918 in fees from the Company in 2013T in connection with its provision of other services, which consisted primarily of services related to compensation tools and surveys, as well as our subsidiaries' generally available pension plans as requested by the pension plan trustees. The Mercer teams that provide these

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services are independently managed and are separate from the compensation consultant who provided executive and director compensation services. The decision to engage Mercer on all other compensation-related services was made by management and the pension plan trustees and reported to the Committee.

PERFORMANCE MEASUREMENTS - 2013T

Performance was Measured and Rewarded Based on Both:

1. Total Company and/or business unit financial metrics; and

2. Individual performance.

Financial Metrics

The financial metrics, as described further under “Annual Incentive Plan-Material Factors,” used for all NEO compensation programs are similar to those that the investment community uses to project the future return from a company's stock:

1. Sales growth;

2. Profitability; and

3. Cash flow generation.

 _____________________

The specifics regarding how these metrics determined equity awards and incentive plan payouts are described below under “Annual Incentive Plan-Material Factors.”

Individual Performance

Our MBO process was used by the Board of Directors to establish individual performance goals for each of the current NEOs and then to measure actual results against those goals. Without any NEOs present, the Board of Directors assigned a performance rating to each current NEO.

The Company measures individual achievement based on a participant’s overall achievement of his or her MBOs, expressed as a percentage of completion (with 100% being completion of all MBOs). If a participant’s Individual Achievement is less than 50%, then he or she will not receive a bonus payout for that year even if the Business Achievement target is met. At the end of each year, the Board of Directors evaluates the CEO and reviews the individual performance evaluations that the CEO completed for each NEO.

For 2013T, the CEO and CFO had four key performance indicators that were evaluated to measure performance of the relevant MBO. Each MBO was expressed as a percentage of completion (with 100% being full completion). The MBOs included both quantitative and qualitative metrics associated with the responsibilities of each individual NEO. The results for the NEOs were 100% of target.

Additional Information - 2013T

RISK ANALYSIS OF NEO COMPENSATION POLICIES AND PRACTICES

Members of the Company’s management team reviewed the design of the Company’s annual and long-term incentive programs for NEOs in achieving the Company’s objective of an appropriate balance between risk and potential reward for executives. Based on an assessment of current programs it was concluded that the 2013T executive compensation plans were designed in a manner to:

Achieve a balance of short and long-term results aligned with key stakeholder interests;

Discourage executives from taking unnecessary or excessive risks that would threaten the reputation and/or sustainability of the Company; and

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Encourage appropriate assumption of risk to the extent necessary for competitive advantage purposes.

PAYMENTS INITIATED AS A RESULT OF THE CLOSE OF THE TRANSACTION ON JUNE 7, 2013 AND TERMINATION OF EMPLOYMENT

As a result of the close of the acquisition on June 7, 2013, the following payments were used to determine the fiscal year NEOs and are included in the Bonus column of the Summary Compensation Table, because performance results were set at target levels.

1. FY13-14 LTPP - value based on prorating target award value 55.49% (404 days out of 728 days);

2. FY14-15 LTPP - value based on prorating target award value 8.33% (2 months out of 24 months); and

3. FY14 LTIP - value based on prorating target award value 5.55% (2 months out of 36 months).

As a result of the close of the acquisition on June 7, 2013, the following three payments were used to determine the fiscal year NEOs and are included in the All Other Compensation column of the Summary Compensation Table:

4. Unvested RSUs - value of unvested RSUs based on the Merger cash price $72.50 per share;

5. Accrued Cash Dividend Equivalents - value of accrued cash dividend equivalents associated with each unvested RSU; and

6. Outstanding Stock Options - value of the intrinsic gain from outstanding stock options based on the Merger cash price of $72.50 per share.

As a result of the close of the acquisition on June 7, 2013 and the termination of the following Plan on October 31, 2013, the payments were also used to determine the fiscal year NEOs and are included in the All Other Compensation column of the Summary Compensation Table:

1. H. J. Heinz Company Supplemental Executive Retirement Plan - (“SERP”) payments.

Additionally, as a result of the close of the Merger on June 7, 2013 and terminations of employment, the following payments were included in the determination of the 2013T NEOs and are reported in the All Other Compensation column of the Summary Compensation Table except for pro-rated bonus which is reported as Non-Equity Incentive Plan Compensation:

1. Severance Protection Agreement Payments

Messrs. Johnson, Winkleblack, Moran and Bobby had severance protection agreements (SPAs). Under these SPAs the following payments were made and were included in the determination of the NEOs.

All accrued compensation and a pro-rated bonus;

A lump sum payment equal to three times the sum of the executive's annual salary and his three-year actual bonus average (for Fiscal Years 2011, 2012, and 2013) as severance pay;

A lump sum payment of a retirement benefit determined by taking into account an additional three years of age, service, and contributions for purposes of calculating such retirement benefits; and

Life insurance, (except for that of William R. Johnson, which was fully funded), medical, dental, and hospitalization benefits for the former executives and their dependents for three years, at the same level as immediately prior to the change in control or at the same level as other similarly situated executives who continued in the employ of the Company. These amounts may be reduced to the extent that the executive becomes eligible for any such benefits pursuant to a subsequent employer's benefit plans.

In addition, the following payments were made, as applicable, to all NEOs, except Bernardo Hees and Paulo Basilio:

1. Retention RSUs and Accrued Cash Dividend Equivalent - value of retention RSUs based on the Merger cash price $72.50 per share along with the value of the accrued cash dividend equivalents;

2. Employees' Retirement System of H. J. Heinz Company Plan "A/D" for Salaried and Non-Union Hourly Employees (“Plan A”) - payments made pursuant to Plan A; and

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3. SERP - payments made under the SERP.

MANAGEMENT CHANGES IN 2013T

Effective June 7, 2013, Bernardo Hees became Chief Executive Officer and Paulo Basilio became Chief Financial Officer. Effective July 1, 2013, executive-level appointments included Kristen Clark (SVP, Chief People Officer), Fernando Pocaterra (Zone President, Latin America), and Brendan Foley (Zone President, North America).

In addition to the Company’s five new NEOs for 2013T, we have provided disclosure for W.R. Johnson and A.B. Winkleblack as former CEO and CFO, respectively. We have also provided disclosure for D.C. Moran, and T.N. Bobby in this Item 11, as required by Item 402(a)(3)(iv) of Regulation S-K, as these two executive officers would have been Company NEOs had they still been serving as an executive officer at the end of 2013T.

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SUMMARY COMPENSATION TABLE (2013T)
			Bonus (1) (d)				Non-Equity Incentive Plan Compensation (g)
Name and Principal Position (a)	Year (2) (b)	Salary ($) (c)	Annual Incentive Plan Awards ($)	Long Term Incentive Awards ($)	Stock Awards ($) (e)	Option Awards (3) ($) (f)	Annual Incentive Plan Awards (4) ($)	Long Term Performance Program Awards ($)	Change in Pension Value & Nonqualified Deferred Compensation Earnings (5) ($) (h)	All Other Compensation (6) (7) (8) (9) ($) (i)	Total ($) (j)
B. Hees	2013T	561,538	—	—	—	7,290,000	1,166,667	—	—	151,275	9,169,480
Chief Executive Officer
P.L. Basilio	2013T	280,769	—	—	—	2,916,000	437,500	—	—	152,825	3,787,094
Chief Financial Officer
K.C. Clark(10)	2013T	296,827	210,000	108,603	—	729,000	—	—	—	5,453,078	6,797,508
SVP, Chief People Officer
F.E. Pocaterra(10)	2013T	325,600	46,667	123,653	—	729,000	378,933	—	39,890	3,070,320	4,714,063
Zone President, Heinz Latin
America
B.M. Foley(10)	2013T	319,405	233,333	196,270	—	1,215,000	—	—	19,987	2,349,856	4,333,851
Zone President, Heinz North
America
W.R. Johnson(11) (12)	2013T	150,000	—	2,512,956	—	—	369,566	—	50,517	107,409,498	110,492,537
Former Chairman, President &	2013	1,295,019	2,860,000	3,500,000	1,559,993	2,600,000	—	—	81,662	1,202,415	13,099,089
Chief Executive Officer	2012	1,299,618	—	—	1,560,011	2,499,997	3,400,000	4,338,125	1,794,928	1,264,140	16,156,819
A.B. Winkleblack(12)	2013T	77,885	—	428,087	—	—	87,223	—	411,615	20,179,882	21,184,692
Former Executive Vice	2013	672,414	675,000	573,750	539,983	573,748	—	—	169,241	290,402	3,494,538
President & Chief Financial	2012	674,809	—	—	540,010	573,748	801,300	697,255	172,628	308,772	3,768,522
Officer
D.C. Moran(12)	2013T	118,558	—	434,429	—	—	139,411	—	358,570	28,981,755	30,032,723
Former Executive Vice President &	2013	682,375	411,000	582,250	548,006	582,248	264,638	—	24,036	2,472,672	5,567,225
President and Chief Executive	2012	684,847	—	—	547,995	582,250	783,994	713,346	162,241	1,748,264	5,222,937
Officer of Heinz North America &
Global Infant/Nutrition
T.N. Bobby(12)	2013T	83,077	—	304,418	—	—	97,690	—	4,604,940	16,884,967	21,975,092
Former Executive Vice
President and General Counsel

_______________________

(1) Pursuant to the separation agreements for Ms. Clark and Mr. Foley, the 2013T AIP awards were paid at 100% of target and for Mr. Pocaterra, the personal portion (20%) of the AIP reported was paid at 100% of target. Pursuant to the cash-based LTI awards, the prorated portion of the FY13-14 LTPP, FY14-15 LTPP and FY14 LTIP were paid at 100% of target.  The payments that are fixed at 100% of target pursuant to the agreements are reported in this column (d).  The portions of the awards that will be paid based on actual results against target are reported in column (g).

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(2) “2013T” represents the transition fiscal year period of April 29, 2013 to December 29, 2013. “2012 and “2013” reflect the previously disclosed fiscal year compensation.

(3) The value of the stock option awards is equal to their grant date fair value as computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions made in the valuation of the stock option awards in this column (f), see Note 12, "Employees' Stock Incentive Plans and Management Incentive Plans" in Item 8-"Financial Statement and Supplementary Data.

(4) Amounts reported in this column (g) reflect the portions of the 2013T AIP awards that are attributable to either actual business unit or individual performance results against target, as described in Footnote (1) above.

(5) Includes for 2013T for Ms. Clark and Messrs. Pocaterra, Foley, Johnson, Winkleblack, Moran, and Bobby, respectively, the following amounts: (i) the annual change in net present value of pension benefits for each executive, which is the difference between the accrued lump sum values for pension accruals as of May 1, 2013 and December 29, 2013: $0, $39,890, $19,987, $0, $411,615, $358,570, and $4,604,940, respectively; and (ii) for Mr. Johnson, the portion of interest accrued (but not currently paid or payable) on deferred compensation at a rate above 120% of the long-term Applicable Federal Rate (“AFR”): $50,517. Messrs. Hees and Basilio do not participate in this program which results in no reported value.

(6) In accordance with SEC rules, disclosure of perquisites and other personal benefits is omitted if the aggregate amount of such compensation for an executive is less than $10,000 for the year. If the total amount is $10,000 or more, each perquisite must be identified by type, and if the amount of any perquisite exceeds the greater of $25,000 or 10% of total perquisites, the dollar value must be disclosed. Perquisites and other personal benefits provided to NEOs include financial counseling, tax preparation services, allowance for an automobile, executive group umbrella liability insurance, private security and limited use of the corporate aircraft.  Neither Messrs. Hees nor Basilio received any personal benefits from these perquisites as they elected not to participate in the programs.

(7) In addition to the perquisites described in Footnote (6) above, this column includes for 2013T for Messrs. Hees, Basilio, Pocaterra, Foley, Johnson, Winkleblack, Moran, Bobby, and Ms. Clark, the amounts contributed by the Company under its Employee Retirement and Savings Plan and the Excess Plan: $0, $2,406, $74,819, $47,812, $664,517, $190,443, $197,359, $152,683, and $50,259, respectively. The 2013T paid premiums allocable to executive life insurance provided through the Company were $1,275 and $419 for Messrs. Hees and Basilio, respectively. The executive life premiums for the other NEOs were paid during the last full fiscal year, therefore, no premiums were paid on their behalf during 2013T. The amounts in column (i) do not include any value attributable to the Executive Estate Life Insurance Program (see the description in “Executive Estate Life Insurance Program” below).

(8) Ms. Clark returned to the U.S. on May 31, 2013.  The Company’s Global Assignment Program (the “Program”) is designed to relocate and support employees who are sent on assignment outside their home country.  In addition to place the employees in the same economic condition in the host country as they would have been in their home country. Among other benefits, the Program provided a housing allowance comprised of a housing budget of ($50,529) and home country property management ($1,500); a utilities allowance ($2,000); destination services ($241); a cost of living allowance to help offset the difference in the cost of goods and services in the home location, compared to the cost of the same or similar goods and services in the host location ($12,219). These benefits are paid on a tax free basis. The Company also provided tax preparation services and audit support services, if needed ($20,809) and tax equalization designed to ensure that the employee pays tax at the same state and federal rates as if the employee remained in the employee's home country, including a tax payment and gross-up for additional U.S. taxes paid as a result of the global assignment ($1,147,573), and the Company will assume responsibility for foreign taxes while on assignment ($1,692,618). This arrangement is designed to ensure that there is no undue hardship or windfall due to taxes while on assignment.  The larger than normal gross-up and foreign tax payments are related to the accelerated cash payment of the Heinz equity at the time of the close of the acquisition.

Benefits under the Program that were paid to or on behalf of Ms. Clark in Canadian Dollars (“CAD”) have been converted from CAD to United States Dollars (“USD”) using the average daily exchange rate for 2013T, which was 0.96246 USD per CAD.

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Mr. Moran returned to the U.S. on May 1, 2013.  The Company’s Global Assignment Program (the “Program”) is designed to relocate and support employees who are sent on assignment outside their home country.  In addition to place the employees in the same economic condition in the host country as they would have been in their home country. Among other benefits, the Program provides  a utilities allowance ($810); destination services ($1,774); a cost of living allowance to help offset the difference in the cost of goods and services in the home location, compared to the cost of the same or similar goods and services in the host location ($2,625); and a home leave allowance ($4,234). Additionally, the Program provides certain other benefits to assist employees, including shipment and storage of personal effects ($41,431). These benefits are paid on a tax free basis. The Company also provided tax preparation services and audit support services, if needed ($74,229) and tax equalization designed to ensure that the employee pays tax at the same state and federal rates as if the employee remained in the employee's home country, including a gross-up for additional U.S. taxes paid as a result of the global assignment ($2,237,144), and the Company will assume responsibility for foreign taxes while on assignment ($7,203,743). This arrangement is designed to ensure that there is no undue hardship or windfall due to taxes while on assignment.  The larger than normal gross-up and foreign tax payments are related to the accelerated cash payment of the Heinz equity at the time of the close of the acquisition.

Benefits under the Program that were paid to or on behalf of Mr. Moran in British pound sterling (“GBP”) have been converted from GBP to United States Dollars (“USD”) using the average daily exchange rate for 2013T, which was 1.5727 USD per GBP.

(9) Messrs. Hees and Basilio received benefits associated with their personal relocation to Pittsburgh in the amount of $150,000.

(10) Ms. Clark and Messrs. Pocaterra and Foley were separated from the Company on January 10, 2014 and no separation payments are included in the table.

(11) Mr. Johnson received monies pursuant to a consulting arrangement with Parent as a result of his separation from the Company on June 7, 2013.

(12) The amounts for Messrs. Johnson, Winkleblack, Moran and Bobby include an aggregate payment of $48,778,361; $12,246,929; $11,527,246; and $9,080,488, respectively, representing the payment of the cashout of equity awards that were outstanding at the Merger closing.

The following narrative provides additional information about the various 2013T compensation plans, programs, and policies reflected in the Summary Compensation Table, although the Executive Estate Life Insurance Program did not result in any compensation reported in the Table for 2013T.

Executive Estate Life Insurance Program

In December 2001, we adopted an Executive Estate Life Insurance Program (“EELIP”) for certain eligible executives. Under the EELIP, in 2001 and 2002, eligible executives relinquished compensation in exchange for a loan from the Company equal to 150% of the amount relinquished (“EELIP Loans”). The proceeds of each EELIP Loan were used to fund a life insurance policy purchased by the executive's family trust. Each of the EELIP Loans was subject to vesting, and the Company will automatically be repaid the amount of the then outstanding principal and interest of the applicable EELIP Loan from the proceeds of the policy after the death of the participant and/or the death of the participant's spouse, as applicable. Mr. Johnson had an outstanding EELIP Loan to the Company that fully vested on or before September 2003. This EELIP Loan accrues interest at the annual rate of 4.99%. As of December 29, 2013, the total amount due to the Company plus the accrued interest under the EELIP Loan was $8,799,326. The EELIP Loan to Mr. Johnson is permitted to remain outstanding under the Sarbanes-Oxley Act of 2002, so long as the terms are not materially modified.    

Annual Incentive Plan-Material Factors

In 2013T, the AIP provided an annual cash incentive for possible award to the NEOs. The maximum award for any one participant was 240% of target and 120% of target for Messrs. Hees and Basilio.

Additionally, in 2013T, NEOs were eligible to earn annual cash awards with reference to the metrics established for the AIP in the following manner:

The maximum award amount for each NEO was determined as described above;

The award that would have been payable to each NEO under the AIP was determined with reference to the achievement of established metrics and other goals under the AIP (the “AIP Bonus”); and

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AIP metrics are comprised of Company-wide financial metrics, business unit financial metrics, and personal goals.  The Company-wide metrics for financial performance for the 2013T AIP were:

1. Operating Income (“OI”)

OI = NSV - operating costs

2. Operating Free Cash Flow (“OFCF”)

OFCF = cash flow from operating activities - capital expenditures + proceeds from dispositions of property, plant, and equipment

3. Net Sales Value (“NSV”)

NSV = gross sales - deals and allowances, excluding the impact of foreign currency

The Business Unit (“BU”) specific metrics for financial performance were:

1. Business Unit Operating Income (“BU OI”)

BU OI = NSV - operating costs

2. Business Unit Operating Free Cash Flow (“BU OFCF”)

BU OFCF = cash flow from operating activities - (intercompany royalties, as applicable, and dividend income/expense) - capital expenditures + proceeds from dispositions of property, plant, and equipment

3. Business Unit Net Sales Value (“BU NSV”)

BU NSV = external gross sales - deals and allowances

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For 2013T, the specific targets and weightings for the NEOs were:

Name	Weighting	Metrics	Threshold to Maximum Range
B. Hees	100%	MBOs	0%	120%
B.L. Basilio	100%	MBOs	0%	120%
K.C. Clark	80%	Total Heinz OI	90%(1)	110%
		Total Heinz OFCF	80%(1)	115%
		Total Heinz NSV	95%(1)	105%
	20%	Personal Goals	0%	200%
F.E. Pocaterra &	80%	BU OI	80%(1)	110%
B.M Foley		BU OFCF	80%(1)	115%
		BU NSV	95%(1)	105%
	20%	Personal Goals	0%	200%
W.R. Johnson	80%	Total Heinz OI	90%(1)	110%
A.B. Winkleblack		Total Heinz OFCF	80%(1)	115%
D.C. Moran		Total Heinz NSV	95%(1)	105%
T.N. Bobby
	20%	Personal Goals	0%	200%

_______________________

(1) Minimum performance required to earn a payment under the AIP's financial metrics.

The Board of Directors assessed the Company’s performance in 2013T and the NEO’s achievement of individual MBOs in determining annual incentive bonuses under the AIP. The Company achieved 123.4% of target for OI, OFCF and NSV. The Latin America zone performance was between target and maximum of the respective financial targets.

The bonuses were paid in cash to each NEO after the end of 2013T.

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GRANTS OF PLAN-BASED AWARDS (2013T)
Name		Action Date	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($ / Sh)		Grant Date Fair Value of Stock and Option Awards
	Award Type			Minimum ($)		Target ($)		Maximum ($)
B. Hees	AIP (1)		June 7, 2013	$	—	$	1,166,667	$	1,400,000
	Options (2)	October 15, 2013	October 16, 2013								3,000,000	$	10.00	$	7,290,000
P.L. Basilio	AIP (3)		June 7, 2013	$	—	$	437,500	$	525,000
	Options (2)	October 15, 2013	October 16, 2013								1,200,000	$	10.00	$	2,916,000
K.C. Clark	AIP (4)		May 31, 2013	$	210,000	$	210,000	$	210,000
	FY14-15 LTPP (5)	May 8, 2013	May 8, 2013	$	—	$	166,000	$	166,000
	FY14 LTIP (6)	May 8, 2013	May 8, 2013	$	—	$	207,500	$	207,500
	Options (2)	October 15, 2013	October 16, 2013								300,000	$	10.00	$	729,000
	RSU Replacement (7)	October 21, 2013	December 1, 2013	$	—	$	67,500	$	67,500
F.E. Pocaterra	AIP (8)		May 31, 2013	$	46,667	$	233,333	$	513,333
	FY14-15 LTPP (5)	May 8, 2013	May 8, 2013	$	—	$	174,720	$	174,720
	FY14 LTIP (6)	May 8, 2013	May 8, 2013	$	—	$	218,400	$	218,400
	Options (2)	October 15, 2013	October 16, 2013								300,000	$	10.00	$	729,000
	RSU Replacement (7)	October 21, 2013	December 1, 2013	$	—	$	75,000	$	75,000
B.M. Foley	AIP (4)		May 31, 2013	$	233,333	$	233,333	$	233,333
	FY14-15 LTPP (5)	May 8, 2013	May 8, 2013	$	—	$	300,755	$	300,755
	FY14 LTIP (6)	May 8, 2013	May 8, 2013	$	—	$	220,553	$	220,553
	Options (2)	October 15, 2013	October 16, 2013								500,000	$	10.00	$	1,215,000
	RSU Replacement (7)	October 21, 2013	December 1, 2013	$	—	$	87,500	$	87,500
W.R. Johnson	Pro Rata Bonus (9)		May 31, 2013	$	—	$	311,293	$	747,102
	FY14-15 LTPP (5)	May 8, 2013	May 8, 2013	$	—	$	3,575,000	$	3,575,000
	FY14 LTIP (6)	May 8, 2013	May 8, 2013	$	—	$	4,160,000	$	4,160,000
A.B. Winkleblack	Pro Rata Bonus (9)		May 31, 2013	$	—	$	73,469	$	176,327
	FY14-15 LTPP (5)	May 8, 2013	May 8, 2013	$	—	$	573,750	$	573,750
	FY14 LTIP (6)	May 8, 2013	May 8, 2013	$	—	$	1,113,750	$	1,113,750
D.C. Moran	Pro Rata Bonus (9)		May 31, 2013	$	—	$	117,429	$	281,829
	FY14-15 LTPP (5)	May 8, 2013	May 8, 2013	$	—	$	582,250	$	582,250
	FY14 LTIP (6)	May 8, 2013	May 8, 2013	$	—	$	1,130,250	$	1,130,250
T.N. Bobby	Pro Rata Bonus (9)		May 31, 2013	$	—	$	82,286	$	197,486
	FY14-15 LTPP (5)	May 8, 2013	May 8, 2013	$	—	$	408,000	$	408,000
	FY14 LTIP (6)	May 8, 2013	May 8, 2013	$	—	$	792,000	$	792,000

_______________________

(1) Mr. Hees’s target amount reflects the target award of 200% of base salary. The minimum amount reflects the minimum payment and the maximum amount reflects 120% of the target. The target includes a proration of 8/12ths to reflect the shortened performance period and also 7/8ths to reflect active employment during the performance period. The payment will reflect actual MBO results.

(2) The Board of Directors met on October 15, 2013 and approved the discretionary stock option award on October 16, 2013, with a closing price as of the grant date ($10.00).

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(3) Mr. Basilio’s target amount reflects the target award of 150% of base salary. The minimum amount reflects the minimum payment and the maximum amount reflects 120% of the target. The target includes a proration of 8/12ths to reflect the shortened performance period and also 7/8ths to reflect active employment during the performance period. The payment will reflect actual MBO results.

(4) Pursuant to Ms. Clark and Mr. Foley’s individual separation agreements, the AIP payouts will be paid at 100% of target, which is reflected in the minimum and maximum amounts set forth in the above table. The target includes a proration of 8/12ths to reflect the shortened performance period.

(5) The target amounts reflect the target awards under our Executive Pay Guidelines. Pursuant to the award agreement, the award is prorated to reflect the number of full and partial months of the award period completed prior to the closing of the acquisition. Upon completion of the merger on June 7, 2013, the target award payouts were prorated to reflect 2 months completed out of a possible 24 months in the two-year performance period (approximately 8.33%).

(6) The target amounts reflect the target awards under our Executive Pay Guidelines. Pursuant to the award agreement, the award is prorated to reflect the number of full and partial months of the award period completed prior to the closing of the acquisition. Upon completion of the merger on June 7, 2013, the target award payouts were prorated approximately 5.56% to reflect 2 months completed out of a possible 36 months during the period.

(7) The target amounts reflect the annual target awards under our Executive Pay Guidelines prorated for 6 months.

(8) Pursuant to Mr. Pocaterra’s separation agreement, the target amount reflects the target award under our Executive Pay Guidelines prorated 8/12ths to reflect the shortened performance period. The minimum amount reflects the minimum payment based on a successful personal rating and the maximum amount reflects maximum business unit performance along with target personal results. The payment will reflect actual business unit performance and target personal performance.

(9) Messrs. Johnson, Winkleblack, Moran and Bobby's target amounts reflect the target awards under our Executive Pay Guidelines prorated 8/12ths to reflect the shortened performance period and also prorated for the number of days each worked during the performance period. Pursuant to the Severance Protection Agreement, the payments will reflect actual total Company performance.

The following tables and narrative provide additional information about the various 2013T compensation plans, programs, and policies reflected in the Grants of Plan-Based Awards table.

Stock Options (New Program)-Material Factors

In 2013T, the Board of Directors granted discretionary stock option awards to the current NEOs. Such stock options are scheduled to vest 100% on July 1, 2018 and to expire on July 1, 2023.

Each NEO agreed, pursuant to the stock option award agreement, non-competition, non-solicitation, and confidentiality covenants. In the event of any breach by the NEO of these covenants, the NEO must immediately return to the Company the pre-tax income resulting from any exercise of the options or any portion thereof, unless such exercise occurred more than twelve months prior to the date of the termination of the NEO's employment with the Company. A breach of these covenants could also result in the forfeiture of any unexercised portion of the options.  

In the event of involuntary termination without Cause, retirement, death, and disability, the stock options granted to the NEOs would vest as if 20% of the shares vested on each annual anniversary of July 1, 2013. For all other terminations and for voluntary resignations, the unvested stock options will be forfeited. Beginning on the termination date, the exercise period is 90 days for termination without Cause and resignation and 1 year for retirement, death and disability.

For a change in control, there is an accelerated vesting at for all unvested stock options.

Messrs. Johnson, Winkleblack, Moran and Bobby did not receive stock options as they were not active employees when the awards were granted in 2013.

Long Term Performance Program-Material Factors

Pursuant to the Merger Agreement, all outstanding awards under the LTPP for Fiscal Years 2013-2014 and Fiscal Years

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2014-2015 were amended to provide that each award will be paid at 100% of the applicable target, and were prorated to reflect the number of full and partial months of the award period completed prior to the closing of the acquisition.  The LTPP for Fiscal Years 2013-2014 was prorated approximately 55.5% (404 days out of a possible 728 days) and the LTPP for Fiscal Years 2014-2015 was prorated 8.33% (2 months out of a possible 24 months). The parties determined that these amendments were appropriate in light of the Company's performance prior to its entry into the Merger Agreement and the anticipated impact of the acquisition on the performance criteria applicable to these awards.

Messrs. Hees and Basilio are not participants in this program as they were not active employees when the awards were granted in 2012 and 2013.

The LTPP Fiscal Years 2013-2014 awards were structured so that in the event of a qualifying termination (retirement, death, or disability) during the first year of the performance period, the award would have been pro-rated and paid at the end of the performance period based on the actual results achieved. If a qualifying termination occurred during the second year of the performance period, the full award would have been paid (without pro-rating) at the end of the performance period based on the actual results achieved. This approach recognized the contributions of the individual to the two-year performance results. Commencing with awards for the Fiscal Years 2012 -2013 performance period, if an NEO's employment was involuntarily terminated without cause, the LTPP award is forfeited upon such separation unless a release of claims against the Company is executed by the NEO, in which case the LTPP award is prorated (if applicable) and paid in the manner described above for a qualifying termination. For all other terminations, all unpaid LTPP awards would have been forfeited.

For LTPP Fiscal Years 2014-2015, the entire award was forfeited for any termination of Employment prior to the completion of the closing of the Merger.

Each NEO agreed to non-solicitation and confidentiality covenants pursuant to their LTPP award agreements. The NEO agreed, during the term of employment and for eighteen months after termination of employment, not to solicit any other employee of the Company for employment outside of the Company. Each NEO also agreed, during the term of employment and any time thereafter, not to use or disclose the Company's confidential information for purposes other than the furtherance of the Company’s business purposes. The NEO consented to the issuance of an injunction with respect to any conduct that leads to a breach of any of these covenants. A breach of these covenants could also result in the forfeiture of any unpaid portion of the award to which the NEO would otherwise be entitled pursuant to the agreement.

Long Term Incentive Program (LTIP)-Material Factors

The Committee granted an LTIP cash-based award to the NEOs (excluding Messrs. Hees and Basilio) to replace the annual value awarded as RSUs and stock options. The target award values were determined in accordance with the Executive Pay Guidelines described in this CD&A. This award was scheduled to vest 100% at the earlier of the close of the acquisition or on the third anniversary of the grant date. The Award was truncated and paid based on a proration of approximately 5.56% (2 months out of a possible 36 months) to reflect the number of full and partial months of the period completed.

The RSU portion of the award is included as compensation for the year of the grant for purposes of calculating benefits for participants in the SERP and the H. J. Heinz Company Employees Retirement and Savings Plan.

Each NEO agreed to non-competition, non-solicitation, and confidentiality covenants pursuant to their award agreements. The NEOs agreed, during the term of employment and for eighteen months after termination of employment, not to compete against the Company and not to solicit any other employee of the Company for employment outside of the Company. Each NEO also agreed, during the term of employment and any time thereafter, not to use or disclose the Company's confidential information for purposes other than the furtherance of the Company’s business purposes. The NEOs consented to the issuance of an injunction with respect to any conduct that leads to a breach of any of these covenants. A breach of these covenants could also result in the forfeiture of the NEO's unvested award.

The award would be forfeited for any reason pertaining to Termination of Employment prior to the completion of the award period which was the earlier of the closing date of the acquisition or three years from the grant date.

Neither of Messrs. Hees or Basilio received an award as they were not active employees when the awards were granted in 2013.

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Cash Equivalent RSU Replacement-Material Factors

Senior Management granted a cash-based replacement award to the NEOs, who were previously eligible for an annual grant of RSUs, to replace the award opportunity during the 6-month period of July 1, 2013 to December 29, 2013. The target award values were determined in accordance with the Executive Pay Guidelines described in this CD&A and prorated for the 6-month period. This award is scheduled to vest 25% per year on the anniversary of the grant date.

Each NEO agreed to non-competition, non-solicitation, and confidentiality covenants pursuant to their award agreements. The NEOs agreed, during the term of employment and for eighteen months after termination of employment, not to compete against the Company and not to solicit any other employee of the Company for employment outside of the Company. Each NEO also agreed, during the term of employment and any time thereafter, not to use or disclose the Company's confidential information for purposes other than the furtherance of our business purposes. The NEOs consented to the issuance of an injunction with respect to any conduct that leads to a breach of any of these covenants. A breach of these covenants could also result in the forfeiture of the NEO's unvested award.

In the event of the retirement, death or disability of an NEO, the unvested portion of the award will immediately vest and be paid as soon as administratively possible. If an NEO's employment is terminated without cause and they are not retirement eligible, any unvested portion of the award will be forfeited unless the executive executes a release of claims against the Company, in which case the award shall continue to vest in accordance with the vesting schedule, but in no event later than the last business day of the month of the one year anniversary of the Date of Termination. If an NEO's employment is terminated without cause and they are retirement eligible, the termination will be treated like retirement and any unvested portion of the award as of the termination date will be treated in the same manner as in the case of retirement, death or disability. For all other terminations, the unvested award would be forfeited.

Messrs. Hees and Basilio did not receive an award as they were not recipients of the prior annual RSU awards. Messrs. Johnson, Winkleblack, Moran and Bobby did not receive an award as they were not active employees when the award was granted in 2013.

Pro Rata Bonus-Material Factors

Pursuant to the SPA, the bonus for Messrs. Johnson, Winkleblack, Moran and Bobby reflects the amount they would have received for the year of termination based on the actual performance of the Company, prorated for the number of days employed during such year.

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The following table sets forth each NEO's Outstanding Equity Awards, as of the end of 2013T:

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (2013T)
Name	Option Awards							Stock Awards
	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($) (4)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
B. Hees	—	3,000,000	(1)	—	$	10.00	July 1, 2023	—		—		—	—
P.L. Basilio	—	1,200,000	(1)	—	$	10.00	July 1, 2023	—		—		—	—
K.C. Clark	—	300,000	(2)	—	$	10.00	July 1, 2023	—		—		—	—
F.E. Pocaterra	—	300,000	(2)	—	$	10.00	July 1, 2023	5,000	(3)	$	362,500	—	—
B.M. Foley	—	500,000	(2)	—	$	10.00	July 1, 2023	—		—		—	—
W.R. Johnson	—	—		—				—		—		—	—
A.B. Winkleblack	—	—		—				—		—		—	—
D.C. Moran	—	—		—				—		—		—	—
T.N. Bobby	—	—		—				—		—		—	—

_______________________

(1)  100% of the award is scheduled to vest on July 1, 2018 (subject to terms of Award Agreement).

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(2) Due to separation from the Company on January 10, 2014, pursuant to the terms of the stock option award agreement, the stock options listed will be cancelled because no vestings occurred prior to July 1, 2014.

(3) Due to Mr. Pocaterra’s separation from the Company on January 10, 2014, pursuant to the amended retention RSU award agreement, the unvested portion of the award would immediately vest.

(4) Retention RSUs (i.e., RSUs granted pursuant to retention awards) were cancelled and converted to cash awards of $72.50 per share upon the closing of the acquisition and the cash amounts remained subject to the vesting provisions applicable to the original awards.

NOTE - Pursuant to the Merger Agreement, each vested and unvested RSU - other than Retention RSUs - was canceled upon the closing of the acquisition, and the holder was entitled to receive $72.50 in cash for each RSU plus any accrued and unpaid dividend equivalents.  Payment in respect of deferred RSUs was made in accordance with the terms of such award and the applicable deferral election. Retention RSUs (i.e., RSUs granted pursuant to retention awards) were canceled and converted to cash awards of $72.50 per share upon the closing of the acquisition. Such cash amounts will remain subject to the vesting provisions applicable to the original awards. In addition, if a recipient of a retention award is terminated involuntarily without cause, such award would vest upon any such termination.  All vested and unvested stock options were cancelled upon the closing of the acquisition, and the holder was entitled to receive a cash payment for each option equal to $72.50 per share minus the exercise price applicable to the option.

The following table sets forth the stock options exercised by the NEOs and the RSUs that vested for the NEOs in 2013T:

OPTION EXERCISES & STOCK VESTED (2013T)
Name	Option Awards			Stock Awards
	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
B. Hees	—	$	—	—	$	—
P.L. Basilio	—	$	—	—	$	—
K.C. Clark	—	$	—	—	$	—
F.E. Pocaterra (1)	—	$	—	2,500	$	181,250
B.M. Foley	—	$	—	—	$	—
W.R. Johnson	—	$	—	—	$	—
A.B. Winkleblack	—	$	—	—	$	—
D.C. Moran	—	$	—	—	$	—
T.N. Bobby	—	$	—	—	$	—

_________________

(1)  Mr. Pocaterra’s Retention RSUs (i.e., RSUs granted pursuant to retention awards) were cancelled and converted to cash awards of $72.50 per share upon the closing of the acquisition and the cash amounts remained subject to the vesting provisions applicable to the original awards. Twenty-five percent of the award vested and paid out on August 29, 2013.

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NOTE - Pursuant to the Merger Agreement, each vested and unvested RSU - excluding retention RSUs - were canceled upon the closing of the acquisition, and the holder was entitled to receive $72.50 in cash for each RSU plus any accrued and unpaid dividend equivalents.  Payment in respect of deferred RSUs was made in accordance with the terms of such award and the applicable deferral election.   Retention RSUs (i.e., RSUs granted pursuant to retention awards) were canceled and converted to cash awards of $72.50 per share upon the closing of the acquisition. Such cash amounts will remain subject to the vesting provisions applicable to the original awards.  In addition, if a recipient of a retention award is terminated involuntarily without cause, such award would vest upon any such termination.

The Pension Benefits Table below sets forth a description of the retirement benefits for the NEOs:

PENSION BENEFITS (2013T)
					Payments
		Number of	Present		During
		Years of	Value of		Last
		Credited	Accumulated		Fiscal
Name	Plan Name	Service	Benefits		Year
B. Hees	None	—	$	—	$	—
P.L. Basilio	None	—	$	—	$	—
K.C. Clark	Supplemental Executive Retirement Plan	14	$	—	$	504,473
F.E. Pocaterra	Supplemental Executive Retirement Plan	8	$	—	$	591,382
B.M. Foley	Supplemental Executive Retirement Plan	15	$	—	$	566,429
W.R. Johnson	Plan A(1) of the H. J. Heinz Company Employees’ Retirement System	11	$	—	$	496,467
	Supplemental Executive Retirement Plan	31	$	—	$	42,082,689
A.B. Winkleblack	Plan A(1) of the H. J. Heinz Company Employees’ Retirement System	—	$	338,591	$	6,378	(2)
	Supplemental Executive Retirement Plan	11	$	—	$	1,667,821
D.C. Moran	Plan A(1) of the H. J. Heinz Company Employees’ Retirement System	—	$	349,900	$	7,150	(3)
	Supplemental Executive Retirement Plan	15	$	—	$	1,940,262
T.N. Bobby	Plan A(1) of the H. J. Heinz Company Employees’ Retirement System	12	$	4,837,154	$	107,360	(4)
	Supplemental Executive Retirement Plan	33	$	—	$	3,985,550

_______________________

(1)  Plan A was frozen on December 31, 1992, and no additional benefit accruals were earned after that date.

(2) As provided under Plan A, employees may transfer funds from the H.J. Heinz Company Employee Retirement and Savings Plan (“RSP”) to secure a monthly retirement income benefit.  When Mr. Winkleblack retired on June 7, 2013, he elected to transfer $170,000 to purchase a 50% Joint and Survivor benefit, with a 4% annual cost of living provision for a payment of $1,062.94 per month commencing on July 1, 2013.  Mr. Winkleblack's Present Value of Accumulated Benefits under Plan A was calculated using the FYE13 disclosure assumptions including a discount rate of 4.70% and the RP 2000 Combined White Collar Mortality Table, projected 15 years using scale AA.

(3) As provided under Plan A, employees may transfer funds from the H.J. Heinz Company Employee Retirement and Savings Plan (“RSP”) to secure a monthly retirement income benefit.  When Mr. Moran retired on June 30, 2013, he elected to transfer $181,000 to purchase a Single Life annuity benefit, with a 4% annual cost of living provision of $1,191.61 per month commencing on July 1, 2013.  Mr. Moran's Present Value of Accumulated Benefits under Plan A was calculated using the FYE13 disclosure assumptions including a discount rate of 4.70% and the RP 2000 Combined White Collar Mortality Table, projected 15 years using scale AA.

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(4)  As provided under Plan A, employees may transfer funds from the H.J. Heinz Company Employee Retirement and Savings Plan (“RSP”) to secure a monthly retirement income benefit.  When Mr. Bobby retired on June 30, 2013, he elected to transfer $2,375,000 for a 50% Joint and Survivor benefit, with a 4% annual cost of living provision of $16,634.24 per month commencing on July 1, 2013.  Additionally, Mr. Bobby was a participant in the plan prior to retirement and is also receiving a monthly annuity of $1,259.16 in the same form of payment. Mr. Bobby's Present Value of Accumulated Benefits under Plan A was calculated using the FYE13 disclosure assumptions including a discount rate of 4.70% and the RP 2000 Combined White Collar Mortality Table, projected 15 years using scale AA.

Eligible earnings under all of the retirement plans listed above except Plan A include base salary, annual bonus payments, and the portion of the value of the FY14 LTIP award associated with RSUs. The value of any stock options, any RSU replacement awards, and LTPP awards are not included as eligible earnings.

The Committee reviews annually the eligibility, costs, and competitiveness of these retirement benefits and believes that the retirement benefits afforded the NEOs meet our compensation objectives.

Plan A-Material Factors

Most U.S. full-time salaried employees hired before January 1, 1993 are entitled to retirement benefits under Plan A. These benefits are based on credited service and five-year average eligible compensation through December 31, 1992, the date on which Plan A was frozen. Messrs. Johnson and Bobby, the only NEOs who are participants in Plan A, are fully vested in this benefit.

Supplemental Executive Retirement Plan (SERP)-Material Factors

Effective May 1, 2004, the Board of Directors amended the SERP to provide future benefits under a career average cash balance plan for all members. Under the cash balance plan formula, each of the NEOs receives a monthly pay credit of eight percent of eligible compensation. Eligible compensation includes base salary, annual bonus payments, and the value of the annual RSU award. The accumulated credits earn five percent interest, compounded monthly. The SERP was closed to new participants in April, 2010.

For service prior to May 1, 2004, participants receive a payment equal to the product of a service-related multiple, frozen as of May 1, 2004, and the participant's final average eligible compensation during the highest five of the ten years immediately prior to retirement. The service-related multiple ranges from one for less than six years of service with the Company, to a maximum of five after 35 years of service. The service-related multiple for each NEO currently participating in the SERP is as follows: Mr. Johnson, 3.7; Mr. Winkleblack, 1.0; and Mr. Moran, 1.2 and Mr. Bobby, 3.9. Benefits under this service-related multiple formula are reduced by (i) the lump sum value of the Plan A benefit (if any), and (ii) the value of the participant's Age-Related Company Contribution Account under the Employee Retirement Savings Plan and the Excess Plan with earnings at a fixed rate of interest currently equivalent to the Moody's Aa Long Term Corporate Bond Index rate of return as such rate changes from time to time.

On May 6, 2002, the Board of Directors approved an additional benefit under the SERP for Mr. Johnson to align his benefit with competitive industry practices at that time. The benefit, which vested on May 6, 2007, reached its maximum of 26.95% of final average pay in Fiscal Year 2010 after seven years of additional service by Mr. Johnson. This benefit, including all other Company provided retirement benefits, when expressed as a straight life annuity, will be no more than 60% of Mr. Johnson's final average pay. The value of this benefit for Mr. Johnson is included in the SERP amount set forth in the table above under the column “Present Value of Accumulated Benefits.”

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NONQUALIFIED DEFERRED COMPENSATION (2013T)
Name	Plan	Executive Contributions in Last FY ($)	Registrant Contributions in Last FY (1) ($)	Aggregate Earnings in Last FY (2) ($)	Aggregate Withdrawals / Distributions (3) ($)	Aggregate Balance at Last FYE (4) ($)
B. Hees	Excess Plan	—	—	—	—	—
	Total:	—	—	—	—	—
P.L. Basilio	Excess Plan	—	—	—	—	—
	Total:	—	—	—	—	—
K.C. Clark	Excess Plan	—	46,575	3,353	301,395	—
	Total:	—	46,575	3,353	301,395	—
F.E. Pocaterra	Deferred RSUs	—	—	—	151,018	—
	Excess Plan	—	73,318	38,696	565,201	—
	Total:	—	73,318	38,696	716,219	—
B.M. Foley	Excess Plan	—	44,016	39,749	476,240	—
	Total:	—	44,016	39,749	476,240	—
W.R. Johnson	Deferred RSUs	—	—	—	23,117,510	—
	1986 Plan	—	—	68,824	—	868,065
	Excess Plan	—	638,029	312,173	14,453,190	—
	Total:	—	638,029	380,996	37,570,700	868,065
A.B. Winkleblack	Deferred RSUs	—	—	—	8,410,623	—
	Excess Plan	—	162,357	12,050	2,137,834	—
	Total:	—	162,357	12,050	10,548,457	—
D.C. Moran	Deferred RSUs	—	—	—	7,758,019	—
	Executive Deferred Comp Plan	—	—	2,916	499,045	—
	Excess Plan	—	169,353	3,224	1,891,380	—
	Total:	—	169,353	6,140	10,148,445	—
T.N. Bobby	Deferred RSUs	—	—	—	3,015,444	—
	Executive Deferred Comp Plan	240,000	—	20,904.19	1,494,045	—
	Excess Plan	—	123,033	38,101	1,956,060	—
	Total:	240,000	123,033	59,006	6,465,549	—

_______________________

(1)  Reflects employer contributions to the Excess Plan, which are reported in the 2013T rows of the “All Other Compensation” column of the Summary Compensation Table and quantified in Footnote (4) below.

(2)  The amounts reported include earnings from the Excess Plan, the 1986 Deferred Compensation Plan, and the Executive Deferred Compensation Plan, including investment gains or losses, and interest. Included in these amounts is $50,517 in interest accrued at a rate greater than 120% of the long-term applicable federal rate under the 1986 Deferred Compensation Plan for Mr. Johnson which is reported in the 2013T row of the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table.

(3) Distributions were received following either termination of employment from the Company or termination of the plan.

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(4) Includes the following amounts that were reported in the Summary Compensation Table for the fiscal years in which an executive was an NEO:

The interest on deferred compensation greater than 120% of the long-term applicable federal rate under the 1986 Deferred Compensation Plan is reported in the following rows of the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table in the amounts of: $50,517 (2013T), $81,662 (2013), and $70,889 (2012), for Mr. Johnson.

The Company's contributions to the Excess Plan are included in the following rows of the “All Other Compensation” column of the Summary Compensation Table in the amounts of: $0 (2013T) for Mr. Hees; $0 (2013T) for Mr. Basilio; $46,575 (2013T) for Ms. Clark; $73,318 (2013T) for Mr. Pocaterra; $44,016 (2013T) for Mr. Foley; $638,029 (2013T), $764,507 (2013), and $895,864 (2012) for Mr. Johnson; $162,357 (2013T), $213,579 (2013), and $212,484 (2012) for Mr. Winkleblack; $169,353 (2013T), $195,708 (2013), and $209,353 (2012) for Mr. Moran; $123,033 (2013T) for Mr. Bobby.

1986 Deferred Compensation Plan-Material Factors

The 1986 Deferred Compensation Plan (the “1986 Plan”) permitted executives who were eligible under the Company’s Management Incentive Plan during 1986-87 to defer all or a part of their Fiscal Year 1986 and Fiscal Year 1987 annual bonus and LTI awards, as well as to roll over any previously deferred cash awards plus interest accrued. The 1986 Plan accounts accrue earnings at the greater of 150% of the Moody's Composite Bond Index or 15% per year. The deferred account is distributed upon age 65 in 15 equal annual installments. This program was closed in 1987 and, as such, no additional compensation may be deferred into it. Mr. Johnson participated in the 1986 Plan, and the portion of the interest accrued on this deferred compensation that was greater than 120% of the long-term applicable federal rate for 2013T is included in the Summary Compensation Table and identified in Footnote (5)(ii) to that table.

NOTE - The 1986 Deferred Compensation plan was terminated by the company effective November 30, 2013 and Mr. Johnson was due a lump sum distribution representing the present value of his account.

Executive Deferred Compensation Plan-Material Factors

The Executive Deferred Compensation Plan (the “EDCP”) permitted eligible executives to make irrevocable elections in advance of receipt to defer all or part of their annual incentive payment. The Committee determined that the EDCP was appropriate to enable executives to better plan for their retirement and manage their tax obligations.

Participants could elect a deferral period in which payments commenced no earlier than one year after the year in which the compensation was earned and no later than the retirement date. Payments of deferred amounts would occur in a lump sum of cash or shares of Heinz stock or in up to 15 equal annual installments, according to the participant's election. In electing to defer an amount under the EDCP, a participant also deferred any federal income tax obligations until the time at which the deferred amount would be paid out.

A notional account is established for each participant's deferred amounts. Investment gains and losses on amounts deferred prior to Fiscal Year 2010 were credited to the account based on one or more of the following hypothetical investments as selected by the participant: (i) cash account bearing interest at the BNY Mellon Prime Account rate; (ii) H. J. Heinz Company stock account; or (iii) phantom investment alternatives that included several funds available to all employees through the Employees' Retirement and Savings Plan, plus a fixed income option. Participants could change the future allocations of their deferred account among the various investment alternatives, but amounts that had been allocated to the H. J. Heinz Company Stock Account could not be transferred to other investment options. Deferred compensation contributions made to the EDCP after Fiscal Year 2010 earned a fixed rate of interest, and participants no longer had a choice of investment options for these deferrals. The fixed interest rate used by Heinz was based on 120% of the long-term applicable federal rate. The fixed interest rate was set annually at the beginning of October and was effective at the beginning of the next calendar year. Participants could not transfer prior deferrals into this fixed rate account or any other investment options.

Participants had no interest in any specific asset of the Company; their rights to receive payments under the EDCP were equivalent to those of an unsecured general creditor. Any and all investments remained the property of the Company. The credited earnings on each NEOs account for 2013T are included in the Non-Qualified Deferred Compensation table.

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Employee Retirement and Savings Excess Plan (“Excess Plan”)-Material Factors

The Excess Plan provided supplementary benefits to the NEOs whose benefits under the Employees' Retirement and Savings Plan were limited because of the restriction on annual additions that could be made to a qualified defined contribution plan and/or the limitation on compensation that could be taken into account in calculating contributions to such a plan. Only the age-related company profit-sharing contributions were credited under the Excess Plan, and deferrals by the NEOs were not permitted. The Excess Plan also provided for contribution credit on the value of annual RSU awards and any RSU award granted on a pro-rata basis to new hires.

NOTE - Pursuant to the Merger Agreement, each of the Plans listed above, except the 1986 Plan, was fully vested and scheduled to be terminated within 1 year of the closing of the acquisition. All Plans were terminated effective October 31, 2013. Each NEO who had not yet separated and received payment was entitled to all of their benefits upon termination of the Plans.

Potential Payments Upon Termination

NOTE - The tables and footnotes below provide the disclosure required by Item 402(t) of Regulation S-K and reflect the assumption that a hypothetical termination of employment occurred on the last day of 2013T.  The below table and footnotes do not reflect the payments that were made to the former executives in connection with the Merger, which are described in detail in the definitive proxy statement for the acquisition filed with the SEC on March 27, 2013.

The estimated payments to each NEO triggered in the event of an involuntary termination without cause, retirement, death, or disability, as of December 29, 2013, are set forth in the table below. There are no payments triggered by an involuntary termination with cause or a voluntary termination of employment.

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SUMMARY OF POTENTIAL PAYMENTS UPON TERMINATION (2013T)
Element	Involuntary Termination Without Cause		Retirement		Death		Disability
Severance
B. Hees (1)	$	1,000,000	$	—	$	—	$	—
P.L. Basilio (1)	$	500,000	—		—		$	—
K.C. Clark (2)	$	900,000	—		—		—
F.E. Pocaterra (2)	$	1,000,000	—		—		—
B.M. Foley (2)	$	1,000,000	—		—		—
W.R. Johnson	—		—		—		—
A.B. Winkleblack	—		—		—		—
D.C. Moran	—		—		—		—
T.N. Bobby	—		—		—		—
Intrinsic Value of Accelerated Retention RSUs(3)
B. Hees	$	—	$	—	$	—	$	—
P.L. Basilio	—		—		—		—
K.C. Clark	—		—		—		—
F.E. Pocaterra	$	380,000	—		—		—
B.M. Foley	—		—		—		—
W.R. Johnson	—		—		—		—
A.B. Winkleblack	—		—		—		—
D.C. Moran	—		—		—		—
T.N. Bobby	—		—		—		—
Intrinsic Value of Accelerated Stock Options(4)
B. Hees	$	—	$	—	$	—	$	—
P.L. Basilio	—		—		—		—
K.C. Clark	—		—		—		—
F.E. Pocaterra	—		—		—		—
B.M. Foley	—		—		—		—
W.R. Johnson	—		—		—		—
A.B. Winkleblack	—		—		—		—
D.C. Moran	—		—		—		—
T.N. Bobby	—		—		—		—
Intrinsic Value of Accelerated RSU Replacement (5)
B. Hees	$	—	$	—	$	—	$	—
P.L. Basilio	—		—		—		—
K.C. Clark	$	50,625	—		—		—
F.E. Pocaterra	$	75,000	—		—		—
B.M. Foley	$	65,625	—		—		—
W.R. Johnson	—		—		—		—
A.B. Winkleblack	—		—		—		—
D.C. Moran	—		—		—		—
T.N. Bobby	—		—		—		—
Total
B. Hees	$	1,000,000	$	—	$	—	$	—
P.L. Basilio	$	500,000	—		—		—
K.C. Clark	$	950,625	—		—		—
F.E. Pocaterra	$	1,455,000	—		—		—
B.M. Foley	$	1,065,625	—		—		—
W.R. Johnson	—		—		—		—
A.B. Winkleblack	—		—		—		—
D.C. Moran	—		—		—		—
T.N. Bobby	—		—		—		—

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_______________________

(1)  The severance pay plan as of January 2014 assumes 12 months of base salary with a signed release which applies to Messrs. Hees and Basilio.

(2)  Ms. Clark and Messrs. Pocaterra and Foley were separated from the Company on January 10, 2014 and received payment based on severance pay plan of 24 months of base salary with a signed release.

(3)  Retention RSUs have an accelerated vesting schedule only in the event of involuntary termination without cause and would have been forfeited for the other termination reasons. The value is based on the merger consideration of $72.50 per share of which 5,000 retention RSUs had accelerated vesting along with the value of accrued cash dividend equivalents totaling $17,500.

(4)  There is no accelerated value for stock options because the terminations occur before the first vesting date of July 1, 2014.

(5)  For involuntary termination without cause, the unvested award is forfeited; provided, however, that if there is a signed release of claims against the Company, then the unvested award will continue to vest in accordance with the vesting schedule subject to the restrictive covenants, but in no event later than the last business day of the month of the one year anniversary of the separation for Ms. Clark and Mr. Foley. Mr. Pocaterra is retirement-eligible and the termination will be treated as if he retired resulting in 100% of unvested award vesting in full and will be paid as soon as administratively possible after the termination date.

Severance Pay Plan-Material Factors

NEOs are eligible for benefits under the Severance Pay Plan provided that the reason for termination is involuntary on the part of the NEO and occurs for reasons beyond the NEO's control, such as job elimination, location closing, or reduction in the workforce. NEOs must be willing to provide satisfactory transitional assistance in order to be eligible for severance benefits.

Under the Severance Pay Plan, modified January 2014 without affecting anyone employed by the Company on June 6, 2013, Messrs. Hees and Basilio will receive a severance payment equal to 12 months of salary following the execution of a release. The prior Severance Pay Plan allowed for a severance payment equal to 24 months of salary following the execution of a release for Ms. Clark and Messrs. Pocaterra and Foley. Severance payments are generally made in a cash lump sum, but may occasionally be made in periodic payments at the Company’s discretion as soon as administratively feasible after the termination of employment and after the former NEO's executed release has become irrevocable.

In the event that an NEO is rehired within one year after such termination of employment, the NEO will be required to refund to the Company the portion of any severance pay that exceeded the amount of earnings the individual would have received as an employee of the Company between the time of termination and rehire.

Potential Payments Upon Change in Control

NOTE - The tables and footnotes below provide the disclosure required by Item 402(t) of Regulation S-K and reflect the assumption that a hypothetical termination change in control occurred on the last day of 2013T.  The table and footnotes do not reflect the payments that were and will be made to the former NEOs in connection with the Merger and termination, which are described in detail in the definitive proxy statement for the acquisition filed with the SEC on March 27, 2013.

The estimated payments to each NEO triggered in the event of a change in control of the Company on December 29, 2013 without termination of employment are set forth in the table below. There are no payments triggered by an involuntary termination for cause or a voluntary termination of employment following the Change in Control.

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SUMMARY OF POTENTIAL PAYMENT UPON CHANGE IN CONTROL FOR NAMED EXECUTIVE OFFICERS (2013T)
Element	Change in Control
Intrinsic Value of Accelerated Stock Options
B. Hees	$	—	(1)
P.L. Basilio	—		(1)
K.C. Clark	—		(2)
F.E. Pocaterra	—		(2)
B.M. Foley	—		(2)
W.R. Johnson	—
A.B. Winkleblack	—
D.C. Moran	—
T.N. Bobby	—
Intrinsic Value of Accelerated RSU Replacement
B. Hees	$	—
P.L. Basilio	—
K.C. Clark	—		(3)
F.E. Pocaterra	—		(3)
B.M. Foley	—		(3)
W.R. Johnson	—
A.B. Winkleblack	—
D.C. Moran	—
T.N. Bobby	—
Total
B. Hees	$	—
P.L. Basilio	—
K.C. Clark	—
F.E. Pocaterra	—
B.M. Foley	—
W.R. Johnson	—
A.B. Winkleblack	—
D.C. Moran	—
T.N. Bobby	—

_______________________

(1)  All stock options immediately vest at the time of the change in control; therefore, there is an acceleration of the unvested stock option awards. However, no intrinsic value is reported based on the assumed closing stock price of $10.00.

(2)  Effective January 10, 2014, Ms. Clark and Messrs. Pocaterra and Foley were separated from the Company an all unvested stock options were cancelled per the provisions in the stock option award agreement.

(3) The value of the accelerated award will follow the involuntary separation provision instead of the change in control provision because the individual ceased working for the Company on January 10, 2014.

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Board of Directors Report

The Board of Directors of the Company has reviewed and discussed this Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Board of Directors has included such CD&A in this Form 10-K.

Director Compensation for the period April 29, 2013 through December 29, 2013

Upon the Merger, the membership of the Board of Directors of the Company was revised as otherwise set forth in this Form 10K. The following table and narrative sets forth the compensation paid to the non-employee directors of the Company in 2013T for the period April 29, 2013 through December 29, 2013. It also reflects the payments that were made to the non-employee directors in connection with the Merger (if any), which were described in detail in the definitive proxy statement for the acquisition filed with the SEC on March 27, 2013.

Name (a)	Fees Earned Or Paid in Cash ($)(b)(1)	Stock Awards ($)(c)	Option Awards ($)(d)	Non-Equity Incentive Plan Compensation ($)(e)	Change in Pension Value and  Nonqualified Deferred Compensation Earnings (f)	All Other Compensation ($)(g)	Total ($)(h)
Charles E. Bunch	285,593	—	—	—	—	—	285,593
Leonard S. Coleman	759,396	—	—	—	—	—	759,396
John G. Drosdick	1,630,576	—	—	—	—	—	1,630,576
Edith E. Holiday	2,496,813	—	—	—	—	—	2,496,813
Candace Kendle	278,093	—	—	—	—	—	278,093
Franck J. Moison	42,500	—	—	—	—	—	42,500
Dean R. O'Hare	311,380	—	—	—	—	—	311,380
Nelson Peltz	287,093	—	—	—	—	—	287,093
Dennis H. Reilley	1,639,576	—	—	—	—	—	1,639,576
Lynn C. Swann	294,593	—	—	—	—	—	294,593
Thomas J. Usher, Presiding Director	4,046,159	—	—	—	—	—	4,046,159
Michael F. Weinstein	2,353,815	—	—	—	—	—	2,353,815

_______________________

(1)  Amounts reported in column (b) for each of Mr. O’Hare, Mr. Swann, Mr. Usher, and Mr. Weinstein include fees paid for their service on the Special Litigation Committee appointed by the Board of Directors in connection with the acquisition. In addition, the amounts reported for the former directors, except Mr. Moison, include restricted stock cash equivalent payments based on the Merger consideration of $72.50 per share and accrued cash dividends.

Prior to June 7, 2013, Directors were reimbursed for travel to Board of Directors' meetings for their actual out-of-pocket travel cost, up to the cost of a first-class, commercial airline ticket. The Company could, at its discretion, provide transportation via Company-operated aircraft or third-party charter aircraft. Directors were reimbursed for reasonable expenses incurred while traveling to or from Board of Directors' meetings or while conducting business on behalf of the Company. To the extent a director or a director's spouse used the Company aircraft for personal travel, the director would receive imputed income for such use at the Standard Industry Fare Level established by the Internal Revenue Service, and the aggregate incremental cost of such use, if any, is included in the “All Other Compensation” column in the table above.

As of the end of 2013T, non-employee directors who were on the Board prior to January 31, 1994 will receive, upon retirement on or after age 70, a pension benefit for life equivalent to $30,000 annually.

Mr. Johnson, the only employee director in 2013T, received no additional compensation for serving on the Board or any

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committee.

Director Compensation for the period June 7, 2013 through December 29, 2013

The following table and narrative sets forth the compensation paid to the non-employee directors of the Company in 2013T for the period June 7, 2013 through December 29, 2013.

Name (a)	Fees Earned Or Paid in Cash ($)(1)	Stock Awards ($)(2)	Option Awards ($)(3)(4)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings	All Other Compensation ($)	Total ($)
Gregory Abel	—	$100,000	$121,500	—	—	—	$221,500
Alexandre Behring*	—	$200,000	$243,000	—	—	—	$443,000
Warren E. Buffett (5)	—	—	—	—	—	—	—
Tracy Britt Cool	—	$100,000	$121,500	—	—	—	$221,500
Jorge Paulo Lemann	—	$100,000	$121,500	—	—	—	$221,500
Marcel Hermann Telles	—	$100,000	$121,500	—	—	—	$221,500

_______________________

Per the October 15, 2013 Board of Directors resolution, Board of Directors compensation is set as follows:
(1)	Retainer to be paid in arrears on December 31 of each year of $50,000, with the Chairman receiving $100,000.
(2)	In lieu of a cash retainer payment, all Directors have an option to elect to receive two times the value of their retainer in Restricted Stock Units (RSUs). All directors elected to receive RSUs other than Mr. Buffet who chose to receive no compensation.
(3)	All Directors were entitled to a one-time Stock Option grant of $500,000 notional with the Chairman receiving $1,000,000 notional.
	Stock Options cliff vest in five (5) years. (Mr. Buffet declined to receive options or any other compensation.) Option award values were calculated using a Black-Scholes valuation of fair market value.
(4)	Stock options were received on October 16, 2013 and vest on July 1, 2018.
(5)	Mr. Buffet elected to receive no compensation for his service as a Director.
	* Denotes Chairman of the Board

Since June 7, 2013, Directors are reimbursed for travel to Board of Directors' meetings for their actual out-of-pocket travel costs. The Company may, at its discretion, provide transportation via third-party charter aircraft. Directors are reimbursed for reasonable expenses incurred while traveling to or from Board of Directors' meetings or while conducting business on behalf of the Company.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Security Ownership of Certain Principal Shareholders

There are currently 100 shares of the Company’s common stock, no par value, issued and outstanding. All of the issued and outstanding common stock of the Company is held by Holdings. Hawk Acquisition Intermediate Corporation I (“Intermediate Holdings”) holds all the issued and outstanding common stock of Holdings. Parent holds all of the issued and outstanding common stock of Intermediate Holdings.

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The following table describes the beneficial ownership of Parent's common stock as of December 29, 2013 by each person known to the Company to beneficially own more than five percent of Parent's common stock. The number of shares of common stock outstanding used in calculating the percentage for each listed person includes the shares of common stock underlying the warrant beneficially owned by that person that are exercisable within 60 days following December 29, 2013 but not for any other person. The beneficial ownership percentages reflected in the table below are based on 850,000,000 shares of Parent's common stock outstanding as of December 29, 2013.

Notwithstanding the beneficial ownership of common stock presented below, a shareholders agreement governs the Sponsors’ exercise of their voting rights with respect to the election of directors and certain other material events. The parties to this shareholders’ agreements (e.g., the Sponsors and Parent) have agreed that all shares of the Sponsors shall be voted in accordance with the provisions thereof, including with respect to the election the board of directors of Parent and its subsidiaries (including the Company). See the “Corporate Governance - Election of Members to the Board of Directors” in Item 10, “Directors, Executive Officers and Corporate Governance” and Item 13, “Certain Relationships and Related Party Transactions, and Director Independence.”

Except as described in the agreements mentioned above or as otherwise indicated in a footnote, each of the beneficial owners listed has, to our knowledge, sole voting, dispositive and investment power with respect to the indicated shares of common stock beneficially owned by them.

Name and Address	Number of Shares Beneficially Owned	Percent of Common Stock
3G Special Situations Fund III, L.P. (2)	425,000,000(1)	50.00%(1)
Berkshire Hathaway Inc. (3)	471,195,652(1)	52.58%(1)
Gregory Abel	—	—
Alexandre Behring	—	—
Tracy Britt Cool	—	—
Warren E. Buffett	471,195,652(3)	52.58%(3)
Jorge Paulo Lemann	—	—
Marcel Herrmann Telles	—	—
All directors and executive officers as a group	—	—

(1) Includes shares of which the listed beneficial owner is deemed to have the right to acquire beneficial ownership under Rule 13d-3(d) under the Securities Exchange Act, including, among other things, shares which the listed beneficial owner has the right to acquire within 60 days. Each of 3G Special Situations Fund III, L.P. and Berkshire Hathaway Inc. beneficially own 425,000,000 shares of common stock of Holdings. In addition, in connection with the Merger and the transactions contemplated thereby, Berkshire Hathaway Inc. was granted a warrant to purchase 46,195,652 shares of common stock of Holdings at an exercise price of $0.01 per share.

(2) 3G Special Situations Fund III Partners, L.P. (the “GP”) serves as the general partner of 3G Special Situations Fund III, L.P. (the “Fund”). 3G Capital Partners, L.P. (the “UGP”) is the general partner of the GP. 3G Capital Partners Ltd. (the “UUGP” and, together with the GP, the Fund and the UGP, the “3G Entities”) is the general partner of the UGP. Each of the 3G Entities may be deemed to beneficially own, and to have shared voting and dispositive power with respect to, these shares of Common Stock. The address of each of the 3G Entities is 3G Capital, Inc., 600 Third Avenue, 37th Floor, New York, New York 10016. Mr. Behring is the managing partner of 3G Capital Partners, Ltd. and Messrs. Behring, Lemann, Hees, Basilio and Telles are directors of 3G Capital Partners, Ltd. A five member investment committee of 3G Capital Partners, L.P. is empowered to make decisions with respect to 3G Special Situations Fund III, L.P.’s investments, including H.J. Heinz Company, and, therefore, no individual member of the committee is deemed to be the beneficial owner of the shares of H.J. Heinz Company beneficially owned indirectly by 3G Special Situation Fund III, L.P. This investment committee has the power to vote, dispose of or sell all of the shares of H.J. Heinz Company. Messrs. Behring, Lemann and Telles are members of the investment committee and disclaim beneficial ownership of any shares of H.J. Heinz Company beneficially owned by 3G Special Situations Fund III, L.P., except to the extent of their pecuniary interest, if any, therein.

(3) Berkshire Hathaway Inc., a diversified holding company whose address is 3555 Farnam Street, Omaha, NE 68131, owns an aggregate of 425,000,000 shares of common stock of Holdings, and has the right to acquire an additional 46,195,652 shares of common stock under the Warrant. Warren E. Buffett, the Chairman and CEO of Berkshire Hathaway Inc., may be deemed

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to control Berkshire Hathaway Inc., and therefore may be deemed to beneficially own the shares of common stock of Holdings beneficially owned by Berkshire Hathaway Inc.

Equity Compensation Plan Information

In connection with the Merger, which was completed on June 7, 2013, all compensation plans under which equity securities were authorized for issuance have been terminated.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Related Person Transactions

The Related Person Transaction Policy of the Board ensures that the Company's transactions with certain persons are not inconsistent with the best interests of the Company. A “Related Person Transaction” is a transaction with the Company in an amount exceeding $120,000 in which a Related Person has a direct or indirect material interest. A “Related Person” includes the executive officers, directors, nominees to the Board of Directors, and more than five percent shareholders of the Company, and any immediate family member of such a person. Under the Company's written Related Person Transaction Policy, Company management screens for any potential Related Person Transactions, primarily through the annual circulation of a Directors and Officers Questionnaire (“D&O Questionnaire”) to each member of the Board of Directors and each officer of the Company that is an executive officer. The D&O Questionnaire contains questions intended to identify Related Persons and transactions between the Company and Related Persons. If a Related Person Transaction is identified, such transaction is brought to the attention of the Corporate Governance Committee for its approval, ratification, revision, or rejection in consideration of all of the relevant facts and circumstances.

Shareholders Agreement

In connection with the Merger, on June 7, 2013, Parent entered into a shareholders agreement with the Sponsors, which governs, among other things, the Sponsors’ respective rights, duties and obligations with respect to the ownership of Parent's securities, including the nomination and election of the members of the board of directors of each of Holdings, Intermediate Holdings, Parent and the Company. For so long as each Sponsor owns at least 66% of the common stock of Parent originally acquired by such Sponsor, such Sponsor is entitled to nominate and elect three representatives to the board of directors of Parent and each of its subsidiaries (including the Company).If either Sponsor’s ownership of common stock of Parent falls below such threshold, such Sponsor shall retain the right to nominate and elect a lesser number of representatives to such boards of directors, which number of representatives would be linked to such Sponsor’s percentage ownership of the originally acquired common stock of Parent.

Director Independence Standards

We are a privately held corporation. As the Company is no longer listed on any exchange, we are no longer subject to any listing standards for director independence.

Item 14. Principal Accountant Fees and Services.

Relationship with Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP has been the independent registered public accounting firm and has audited the consolidated financial statements of the Company since 1979. In addition to performing the audit of the Company's consolidated financial statements, PricewaterhouseCoopers LLP provided various audit-related and tax services during the transition period ending December 29, 2013.

136

The following table shows fees for professional services rendered by PricewaterhouseCoopers LLP for the transition period as well as the past two fiscal years (in thousands):

	Transition Period		Fiscal Year 2013		Fiscal Year 2012
Audit Fees(1)	$	10,043	$	9,053	$	8,165
Audit-Related Fees(2)	357		1,446		1,159
Tax Fees
Tax Compliance(3)	604		644		620
Other Tax Services(4)	619		2,164		842
All Other Fees	—		—		—
Total Fees	$	11,623	$	13,307	$	10,786

(1) Audit fees relate to professional services rendered for the integrated audit of the consolidated financial statements of the Company and of the Company's internal control over financial reporting (FY13 and FY12), the audit of the consolidated financial statements of the Company for the transition period ended December 29, 2013, audits of the financial statements of certain subsidiaries and certain statutory audits, reviews of the Company's quarterly consolidated financial statements, and procedures in connection with comfort letters, consents and other services related to Securities and Exchange Commission filings. The Audit fee for the transition period ended December 29, 2013 also includes the audit of our financial statements for the period from April 29 through June 7, 2013.

(2) Audit-related fees relate primarily to financial due diligence for potential acquisition transactions, audits of employee benefit plans and audit related procedures in connection with the Company's continued implementation of SAP software.

(3) Tax compliance services consist of assistance with federal, state and international tax compliance, tax return preparation and tax audits.

(4) Other tax services consist of fees related to tax planning regarding domestic and international taxes including tax planning related to potential acquisition transactions.

The Board of Directors prohibits the Company or any of its affiliates from receiving services from the Company's independent registered public accounting firm that could be considered to have an impact on independence and services prohibited by the Sarbanes-Oxley Act of 2002 and SEC regulations.

In accordance with Board policy and legal requirements, all services to be provided by the independent registered public accounting firm in a category are pre-approved by the Board of Directors prior to engagement. The pre-approved services are budgeted, and the Board requires the independent registered public accounting firm and management to report actual fees versus the budget periodically throughout the year by category of service.

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PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a)(1)	The following financial statements and reports are filed as part of this report under Item 8—“Financial Statements and Supplementary Data”:
		Consolidated Balance Sheets as of April 28, 2013 and April 29, 2012
		Consolidated Statements of Income for the fiscal years ended April 28, 2013, April 29, 2012 and April 27, 2011
		Consolidated Statements of Comprehensive Income for the fiscal years ended April 28, 2013, April 29, 2012 and April 27, 2011
		Consolidated Statements of Equity for the fiscal years ended April 28, 2013, April 29, 2012 and April 27, 2011
		Consolidated Statements of Cash Flows for the fiscal years ended April 28, 2013, April 29, 2012 and April 27, 2011
		Notes to Consolidated Financial Statements
		Report of Independent Registered Public Accounting Firm of PricewaterhouseCoopers LLP dated June 14, 2013, on the Company’s consolidated financial statements and financial statement schedule filed as a part hereof for the fiscal years ended April 28, 2013, April 29, 2012 and April 27, 2011
(2)	The following report and schedule is filed herewith as a part hereof:
		Schedule II (Valuation and Qualifying Accounts and Reserves) for the three fiscal years ended April 28, 2013, April 29, 2012 and April 27, 2011
		All other schedules are omitted because they are not applicable or the required information is included herein or is shown in the consolidated financial statements or notes thereto filed as part of this report incorporated herein by reference.
(3)	Exhibits required to be filed by Item 601 of Regulation S-K are listed below. Documents not designated as being incorporated herein by reference are filed herewith. The paragraph numbers correspond to the exhibit numbers designated in Item 601 of Regulation S-K.
	2(a)		Agreement and Plan of Merger, dated as of February 13, 2013, by and among H.J. Heinz Company, H.J. Heinz Holding Corporation (formerly known as Hawk Acquisition Holding Corporation) and Hawk Acquisition Sub, Inc. is incorporated herein by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K dated February 15, 2013.
	2(b)		Amendment to Agreement and Plan of Merger, dated as of March 4, 2013, by and among H. J. Heinz Company, H.J. Heinz Holding Corporation (formerly known as Hawk Acquisition Holding Corporation) and Hawk Acquisition Sub, Inc. is incorporated herein by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K dated March 6, 2013.
	3(i)		Amended and Restated Articles of Incorporation of H. J. Heinz Company dated June 7, 2013, are incorporated herein by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K dated June 13, 2013.
	3(ii)		The Company's By-Laws, as amended effective June 7, 2013, are incorporated herein by reference to Exhibit 3.2 of the Company's Current Report on Form 8-K dated June 13, 2013.
	4		Except as set forth below, there are no instruments with respect to long-term unregistered debt of the Company that involve indebtedness or securities authorized thereunder in amounts that exceed 10 percent of the total assets of the Company on a consolidated basis. The Company agrees to furnish a copy of any instrument or agreement defining the rights of holders of long-term debt of the Company upon request of the Securities and Exchange Commission.
			(a)	Indenture among the Company, H. J. Heinz Finance Company, and Bank One, National Association dated as of July 6, 2001 relating to H. J. Heinz Finance Company's $550,000,000 6.75% Guaranteed Notes due 2032 and $250,000,000 7.125% Guaranteed Notes due 2039 is incorporated herein by reference to Exhibit 4 of the Company's Annual Report on Form 10-K for the fiscal year ended May 1, 2002.

138

(b)	Indenture among H. J. Heinz Company and Union Bank of California, N.A. dated as of July 15, 2008 relating to the Company's $500,000,000 5.35% Notes due 2013, $300,000,000 2.000% Notes due 2016, $400,000,000 3.125% Notes due 2021, $300,000,000 1.50% Notes due 2017, $300,000,000 2.85% Notes due 2022 is incorporated herein by reference to Exhibit 4(d) of the Company's Annual Report on Form 10-K for the fiscal year ended April 29, 2009.
(c)	Five-Year Credit Agreement dated June 30, 2011 among H.J. Heinz Company, H.J. Heinz Finance Company, the banks listed on the signature pages thereto and J.P. Morgan Chase Bank, N.A. as Administrative Agent is incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K dated July 7, 2011.
(d)	First Supplemental Indenture, dated as of March 21, 2013, to the Indenture, dated as of July 6, 2001, by and among H. J. Heinz Finance Company, H. J. Heinz Company and The Bank of New York Mellon is incorporated herein by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K dated March 21, 2013.
(e)	Credit Agreement, dated as of June 7, 2013, by and among H. J. Heinz Company, Hawk Acquisition Sub, Inc., Hawk Acquisition Intermediate Corporation II, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, the other agents party thereto, and the lenders party thereto from time to time, is incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K dated June 13, 2013.
(f)	Security Agreement, dated as of June 7, 2013, by and among H. J. Heinz Company, Hawk Acquisition Intermediate Corporation II, Hawk Acquisition Sub, Inc., the subsidiary guarantors from time to time party thereto, and JPMorgan Chase Bank, N.A., as collateral agent, is incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K dated June 13, 2013.
(g)	Indenture dated as of April 1, 2013, by and among Hawk Acquisition Sub, Inc., as Issuer to be merged with and into H.J. Heinz Company, the Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee and Collateral Agent, is incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K dated June 13, 2013.
(h)	Supplemental Indenture dated as of June 7, 2013, by and among H.J. Heinz Company, the parties signatories thereto as Guarantors and Wells Fargo Bank, National Association as Trustee and Collateral Agent, is incorporated by reference to Exhibit 4.2 of the Company's current Report on Form 8-K dated June 13, 2013.
(i)	Form of 4.25% Second Lien Senior Secured Notes due 2020, is incorporated by reference to Exhibit 4.3 of the Company's Current Report on Form 8-K dated June 13, 2013.
(j)	Purchase Agreement, dated March 22, 2013, by and among Hawk Acquisition Sub, Inc., Hawk Acquisition Intermediate Corporation II and the several initial purchasers named in the schedule thereto, is incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K dated June 13, 2013.
(k)	Joinder Agreement, dated June 7, 2013, by and among H.J. Heinz Company and certain of its wholly owned subsidiaries, is incorporated by reference to Exhibit 10.5 of the Company's Current Report on Form 8-K dated June 13, 2013.
(l)	Second Lien Security Agreement, dated as of June 7, 2013, by and among Hawk Acquisition Intermediate Corporation II, and certain of its subsidiaries, collectively, as the Initial Grantors, and Wells Fargo Bank, National Association, as Collateral Agent, is incorporated by reference to Exhibit 10.6 of the Company's Current Report on Form 8-K dated June 13, 2013.
(m)	Second Lien Intellectual Property Security Agreement, dated June 7, 2013 by the persons listed on the signature pages thereof (collectively, the “Grantors”) in favor of Wells Fargo Bank, National Association, as collateral agent for the Secured Parties, is incorporated by reference to Exhibit 10.7 of the Company's Current Report on Form 8-K dated June 13, 2013.
(n)	Registration Rights Agreement, dated as of April 1, 2013 by and among Hawk Acquisition Sub, Inc., Hawk Acquisition Intermediate Corporation II, as a guarantor and Wells Fargo Securities, LLC for itself and on behalf of J.P. Morgan Securities LLC, Barclays Capital Inc., Citigroup Global Markets Inc. and the other Initial Purchasers, is incorporated by reference to Exhibit 10.8 of the Company's Current Report on Form 8-K dated June 13, 2013.

139

	(o)	Registration Rights Agreement Joinder dated as of June 7, 2013, by and among H.J. Heinz Company and each of the subsidiaries listed on Schedule 1 thereto, and Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, as Representatives of the several Initial Purchasers listed in Schedule 1 thereto, is incorporated by reference to Exhibit 10.9 of the Company's Current Reporton Form 8-K dated June 13, 2013.
10(a)	Management contracts and compensatory plans:
	(i)	1986 Deferred Compensation Program for H.J. Heinz Company and affiliated companies, as amended and restated in its entirety effective January 1, 2005, is incorporated herein by reference to the Exhibit 10(a)(xi) to the Company's Quarterly Report on Form 10-Q for the quarterly period ended July 30, 2008.
	(ii)	H. J. Heinz Company Supplemental Executive Retirement Plan, as amended and restated effective November 12, 2008, is incorporated herein by reference to Exhibit 10(a)(ii) to the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 29, 2008.
	(iii)	H. J. Heinz Company Executive Deferred Compensation Plan, as amended and restated effective January 1, 2005, is incorporated herein by reference to Exhibit 10(a)(xii) of the Company's Quarterly Report on Form 10-Q for the quarterly period ended July 30, 2008.
	(iv)	H.J. Heinz Holding Corporation 2013 Omnibus Incentive Plan.
	(v)	H. J. Heinz Company Executive Estate Life Insurance Program is incorporated herein by reference to Exhibit 10(a)(xv) to the Company's Annual Report on Form 10-K for the fiscal year ended May 1, 2002.
	(vi)	H. J. Heinz Company Senior Executive Incentive Compensation Plan, as amended and restated effective January 1, 2008, is incorporated herein by reference to Exhibit 10(a)(xiii) to the Company's Quarterly Report on Form 10-Q for the quarterly period ending July 30, 2008.
	(vii)	Form of H.J. Heinz Holding Corporation 2013 Omnibus Incentive Plan Non-Qualified Stock Option Award Agreement.
	(viii)	Form of Revised Severance Protection Agreement is incorporated herein by reference to Exhibit 10(a)(i) to the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 29, 2008.
	(ix)	H. J. Heinz Company Annual Incentive Plan (as amended and restated effective January 1, 2008, as amended June 12, 2012) is incorporated herein by reference to Exhibit 10(a)(xxiii) of the Company's Annual Report on Form 10-K for the fiscal year ended April 29, 2012.
	(x)	Form of Fiscal Year 2010-11 Long-Term Performance Program Award Agreement (U.S. Employees) is incorporated herein by reference to Exhibit 10(a)(xxxiv) to the Company's Annual Report on Form 10-K for the fiscal year ended April 29, 2009.
	(xi)	Form of Fiscal Year 2010-11 Long-Term Performance Program Award Agreement (Non-U.S. Employees) is incorporated herein by reference to the Exhibit 10(a)(xxxv) to the Company's Annual Report on Form 10-K for the fiscal year ended April 29, 2009.
	(xii)	Form of Fiscal Year 2012 Restricted Stock Unit Award and Agreement (U.S. Employees - Retention) is incorporated herein by reference to Exhibit 10(a)(xl) to the Company's Annual Report on Form 10-K for the fiscal year ended April 27, 2011.
	(xiii)	Form of Fiscal Year 2012-13 Long-Term Performance Program Award Agreement (U.S. Employees) is incorporated herein by reference to Exhibit 10(a)(xliii) to the Company's Annual Report on Form 10-K for the fiscal year ended April 27, 2011.
	(xiv)	Form of Fiscal Year 2012-13 Long-Term Performance Program Award Agreement (Non-U.S. Employees) is incorporated herein by reference to Exhibit 10(a)(xliv) to the Company's Annual Report on Form 10-K for the fiscal year ended April 27, 2011.
	(xv)	Form of Fiscal Year 2013-14 Long-Term Performance Program Award Agreement (U.S. Employees) is incorporated herein by reference to Exhibit 10(a)(xlv) of the Company's Annual Report on Form 10-K for the fiscal year ended April 29, 2012.
	(xvi)	Form of Fiscal Year 2013-14 Long-Term Performance Program Award Agreement (Non-U.S. Employees) is incorporated herein by reference to Exhibit 10(a)(xlvi) of the Company's Annual Report on Form 10-K for the fiscal year ended April 29, 2012.

140

		(xvii)	Form of Amendment to Long-Term Performance Program Award Agreement (Fiscal Years 2012-2013).
		(xviii)	Form of Amendment to Long-Term Performance Program Award Agreement (Fiscal Years 2013-2014).
		(xix)	Form of Long-Term Incentive Program Award and Agreement (Fiscal Year 2014).
		(xx)	Form of Long-Term Performance Program Award Agreement (Fiscal Years 2014-2015).
		(xxi)	Amendment No. 1, effective May 31, 2013, to the H. J. Heinz Company Supplemental Executive Retirement Plan, as amended and restated effective November 12, 2008.
	12	Computation of Ratios of Earnings to Fixed Charges.
	21	Subsidiaries of the Registrant.
	24	Powers of attorney of the Company's directors.
	31(a)	Rule 13a-14(a)/15d-14(a) Certification by Bernardo Hees.
	31(b)	Rule 13a-14(a)/15d-14(a) Certification by Paulo Basilio.
	32(a)	Certification by the Chief Executive Officer Relating to the Annual Report Containing Financial Statements.
	32(b)	Certification by the Chief Financial Officer Relating to the Annual Report Containing Financial Statements.
	101.INS	XBRL	Instance Document
	101.SCH	XBRL	Schema Document
	101.CAL	XBRL	Calculation Linkbase Document
	101.LAB	XBRL	Labels Linkbase Document
	101.PRE	XBRL	Presentation Linkbase Document
	101.DEF	XBRL	Definition Linkbase Document
Copies of the exhibits listed above will be furnished upon request, subject to payment in advance of the cost of reproducing the exhibits requested.

141

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 7, 2014.

	H. J. HEINZ COMPANY
	(Registrant)
By:	/s/  Paulo Basilio
	Paulo Basilio
	Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated and on the dates indicated. March 7, 2014.

Signature	Title	Date
/s/  Bernardo Hees	Chief Executive Officer	March 7, 2014
Bernardo Hees	(Principal Executive Officer)
/s/  Paulo Basilio	Chief Financial Officer	March 7, 2014
Paulo Basilio	(Principal Financial Officer)
/s/  Robert Bonacci	Corporate Controller	March 7, 2014
Robert Bonacci	(Principal Accounting Officer)
*	Director	March 7, 2014
Gregory Abel
*	Director	March 7, 2014
Alexandre Behring
*	Director	March 7, 2014
Tracy Britt Cool
*	Director	March 7, 2014
Warren Buffett
*	Director	March 7, 2014
Jorge Paulo Lemann
*	Director	March 7, 2014
Marcel Herrmann Telles
* /s/  Paulo Basilio		March 7, 2014
Paulo Basilio Attorney-in-Fact

142

Schedule II

H. J. Heinz Company and Subsidiaries

VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

Successor Period February 8, 2013 to December 29, 2013, Predecessor Period April 29, 2013 to June 7, 2013, and Fiscal Years Ended April 28, 2013 and April 29, 2012

(In thousands)

Description	Balance at beginning of period		Charged to costs and expenses			Deductions		Exchange			Balance at end of period
Successor period ended December 29, 2013:
Reserves deducted in the balance sheet from the assets to which they apply:
Trade receivables	$	—	$	1,805		$	1,191	$	70		$	684
Other receivables	$	—	$	98		$	—	$	—		$	98
Predecessor period ended June 7, 2013:
Reserves deducted in the balance sheet from the assets to which they apply:
Trade receivables	$	7,957	$	(125	)	$	268	$	(4	)	$	7,560
Other receivables	$	360	$	47		$	—	$	—		$	407
Fiscal year ended April 28, 2013:
Reserves deducted in the balance sheet from the assets to which they apply:
Trade receivables	$	10,680	$	1,937		$	4,484	$	(176	)	$	7,957
Other receivables	$	607	$	(183	)	$	64	$	—		$	360
Fiscal year ended April 29, 2012:
Reserves deducted in the balance sheet from the assets to which they apply:
Trade receivables	$	10,909	$	4,220		$	3,807	$	(642	)	$	10,680
Other receivables	$	503	$	108		$	8	$	4		$	607

EXHIBIT INDEX

Exhibits required to be filed by Item 601 of Regulation S-K are listed below. Documents not designated as being incorporated herein by reference are filed herewith. The paragraph numbers correspond to the exhibit numbers designated in Item 601 of Regulation S-K.
2(a)	Agreement and Plan of Merger, dated as of February 13, 2013, by and among H.J. Heinz Company, H.J. Heinz Holding Corporation (formerly known as Hawk Acquisition Holding Corporation) and Hawk Acquisition Sub, Inc. is incorporated herein by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K dated February 15, 2013.
2(b)	Amendment to Agreement and Plan of Merger, dated as of March 4, 2013, by and among H. J. Heinz Company, H.J. Heinz Holding Corporation (formerly known as Hawk Acquisition Holding Corporation) and Hawk Acquisition Sub, Inc. is incorporated herein by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K dated March 6, 2013.
3(i)	Amended and Restated Articles of Incorporation of H. J. Heinz Company dated June 7, 2013, are incorporated herein by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K dated June 13, 2013.
3(ii)	The Company's By-Laws, as amended effective June 7, 2013, are incorporated herein by reference to Exhibit 3.2 of the Company's Current Report on Form 8-K dated June 13, 2013.
4	Except as set forth below, there are no instruments with respect to long-term unregistered debt of the Company that involve indebtedness or securities authorized thereunder in amounts that exceed 10 percent of the total assets of the Company on a consolidated basis. The Company agrees to furnish a copy of any instrument or agreement defining the rights of holders of long-term debt of the Company upon request of the Securities and Exchange Commission.
	(a)	Indenture among the Company, H. J. Heinz Finance Company, and Bank One, National Association dated as of July 6, 2001 relating to H. J. Heinz Finance Company's $550,000,000 6.75% Guaranteed Notes due 2032 and $250,000,000 7.125% Guaranteed Notes due 2039 is incorporated herein by reference to Exhibit 4 of the Company's Annual Report on Form 10-K for the fiscal year ended May 1, 2002.
	(b)	Indenture among H. J. Heinz Company and Union Bank of California, N.A. dated as of July 15, 2008 relating to the Company's $500,000,000 5.35% Notes due 2013, $300,000,000 2.000% Notes due 2016, $400,000,000 3.125% Notes due 2021, $300,000,000 1.50% Notes due 2017, $300,000,000 2.85% Notes due 2022 is incorporated herein by reference to Exhibit 4(d) of the Company's Annual Report on Form 10-K for the fiscal year ended April 29, 2009.
	(c)	Five-Year Credit Agreement dated June 30, 2011 among H.J. Heinz Company, H.J. Heinz Finance Company, the banks listed on the signature pages thereto and J.P. Morgan Chase Bank, N.A. as Administrative Agent is incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K dated July 7, 2011.
	(d)	First Supplemental Indenture, dated as of March 21, 2013, to the Indenture, dated as of July 6, 2001, by and among H. J. Heinz Finance Company, H. J. Heinz Company and The Bank of New York Mellon is incorporated herein by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K dated March 21, 2013.
	(e)	Credit Agreement, dated as of June 7, 2013, by and among H. J. Heinz Company, Hawk Acquisition Sub, Inc., Hawk Acquisition Intermediate Corporation II, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, the other agents party thereto, and the lenders party thereto from time to time, is incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K dated June 13, 2013.
	(f)	Security Agreement, dated as of June 7, 2013, by and among H. J. Heinz Company, Hawk Acquisition Intermediate Corporation II, Hawk Acquisition Sub, Inc., the subsidiary guarantors from time to time party thereto, and JPMorgan Chase Bank, N.A., as collateral agent, is incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K dated June 13, 2013.
	(g)	Indenture dated as of April 1, 2013, by and among Hawk Acquisition Sub, Inc., as Issuer to be merged with and into H.J. Heinz Company, the Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee and Collateral Agent, is incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K dated June 13, 2013.
	(h)	Supplemental Indenture dated as of June 7, 2013, by and among H.J. Heinz Company, the parties signatories thereto as Guarantors and Wells Fargo Bank, National Association as Trustee and Collateral Agent, is incorporated by reference to Exhibit 4.2 of the Company's current Report on Form 8-K dated June 13, 2013.
	(i)	Form of 4.25% Second Lien Senior Secured Notes due 2020, is incorporated by reference to Exhibit 4.3 of the Company's Current Report on Form 8-K dated June 13, 2013.
	(j)	Purchase Agreement, dated March 22, 2013, by and among Hawk Acquisition Sub, Inc., Hawk Acquisition Intermediate Corporation II and the several initial purchasers named in the schedule thereto, is incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K dated June 13, 2013.

	(k)	Joinder Agreement, dated June 7, 2013, by and among H.J. Heinz Company and certain of its wholly owned subsidiaries, is incorporated by reference to Exhibit 10.5 of the Company's Current Report on Form 8-K dated June 13, 2013.
	(l)	Second Lien Security Agreement, dated as of June 7, 2013, by and among Hawk Acquisition Intermediate Corporation II, and certain of its subsidiaries, collectively, as the Initial Grantors, and Wells Fargo Bank, National Association, as Collateral Agent, is incorporated by reference to Exhibit 10.6 of the Company's Current Report on Form 8-K dated June 13, 2013.
	(m)	Second Lien Intellectual Property Security Agreement, dated June 7, 2013 by the persons listed on the signature pages thereof (collectively, the “Grantors”) in favor of Wells Fargo Bank, National Association, as collateral agent for the Secured Parties, is incorporated by reference to Exhibit 10.7 of the Company's Current Report on Form 8-K dated June 13, 2013.
	(n)	Registration Rights Agreement, dated as of April 1, 2013 by and among Hawk Acquisition Sub, Inc., Hawk Acquisition Intermediate Corporation II, as a guarantor and Wells Fargo Securities, LLC for itself and on behalf of J.P. Morgan Securities LLC, Barclays Capital Inc., Citigroup Global Markets Inc. and the other Initial Purchasers, is incorporated by reference to Exhibit 10.8 of the Company's Current Report on Form 8-K dated June 13, 2013.
	(o)	Joinder to Registration Rights Agreement dated as of June 7, 2013, by and among H.J. Heinz Company and each of the subsidiaries listed on Schedule 1 thereto, and Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, as Representatives of the several Initial Purchasers listed in Schedule 1 thereto, is incorporated by reference to Exhibit 10.9 of the Company's Current Report on Form 8-K dated June 13, 2013.
10(a)	Management contracts and compensatory plans:
	(i)	1986 Deferred Compensation Program for H.J. Heinz Company and affiliated companies, as amended and restated in its entirety effective January 1, 2005, is incorporated herein by reference to the Exhibit 10(a)(xi) to the Company's Quarterly Report on Form 10-Q for the quarterly period ended July 30, 2008.
	(ii)	H. J. Heinz Company Supplemental Executive Retirement Plan, as amended and restated effective November 12, 2008, is incorporated herein by reference to Exhibit 10(a)(ii) to the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 29, 2008.
	(iii)	H. J. Heinz Company Executive Deferred Compensation Plan, as amended and restated effective January 1, 2005, is incorporated herein by reference to Exhibit 10(a)(xii) of the Company's Quarterly Report on Form 10-Q for the quarterly period ended July 30, 2008.
	(iv)	H.J. Heinz Holding Corporation 2013 Omnibus Incentive Plan.
	(v)	H. J. Heinz Company Executive Estate Life Insurance Program is incorporated herein by reference to Exhibit 10(a)(xv) to the Company's Annual Report on Form 10-K for the fiscal year ended May 1, 2002.
	(vi)	H. J. Heinz Company Senior Executive Incentive Compensation Plan, as amended and restated effective January 1, 2008, is incorporated herein by reference to Exhibit 10(a)(xiii) to the Company's Quarterly Report on Form 10-Q for the quarterly period ending July 30, 2008.
	(vii)	Form of H.J. Heinz Holding Corporation 2013 Omnibus Incentive Plan Non-Qualified Stock Option Award Agreement.
	(viii)	Form of Revised Severance Protection Agreement is incorporated herein by reference to Exhibit 10(a)(i) to the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 29, 2008.
	(ix)	H. J. Heinz Company Annual Incentive Plan (as amended and restated effective January 1, 2008, as amended June 12, 2012) is incorporated herein by reference to Exhibit 10(a)(xxiii) of the Company's Annual Report on Form 10-K for the fiscal year ended April 29, 2012.
	(x)	Form of Fiscal Year 2010-11 Long-Term Performance Program Award Agreement (U.S. Employees) is incorporated herein by reference to Exhibit 10(a)(xxxiv) to the Company's Annual Report on Form 10-K for the fiscal year ended April 29, 2009.
	(xi)	Form of Fiscal Year 2010-11 Long-Term Performance Program Award Agreement (Non-U.S. Employees) is incorporated herein by reference to the Exhibit 10(a)(xxxv) to the Company's Annual Report on Form 10-K for the fiscal year ended April 29, 2009.
	(xii)	Form of Fiscal Year 2012 Restricted Stock Unit Award and Agreement (U.S. Employees - Retention) is incorporated herein by reference to Exhibit 10(a)(xl) to the Company's Annual Report on Form 10-K for the fiscal year ended April 27, 2011.
	(xiii)	Form of Fiscal Year 2012-13 Long-Term Performance Program Award Agreement (U.S. Employees) is incorporated herein by reference to Exhibit 10(a)(xliii) to the Company's Annual Report on Form 10-K for the fiscal year ended April 27, 2011.

	(xiv)	Form of Fiscal Year 2012-13 Long-Term Performance Program Award Agreement (Non-U.S. Employees) is incorporated herein by reference to Exhibit 10(a)(xliv) to the Company's Annual Report on Form 10-K for the fiscal year ended April 27, 2011.
	(xv)	Form of Fiscal Year 2013-14 Long-Term Performance Program Award Agreement (U.S. Employees) is incorporated herein by reference to Exhibit 10(a)(xlv) of the Company's Annual Report on Form 10-K for the fiscal year ended April 29, 2012.
	(xvi)	Form of Fiscal Year 2013-14 Long-Term Performance Program Award Agreement (Non-U.S. Employees) is incorporated herein by reference to Exhibit 10(a)(xlvi) of the Company's Annual Report on Form 10-K for the fiscal year ended April 29, 2012.
	(xvii)	Form of Amendment to Long-Term Performance Program Award Agreement (Fiscal Years 2012-2013).
	(xviii)	Form of Amendment to Long-Term Performance Program Award Agreement (Fiscal Years 2013-2014).
	(xix)	Form of Long-Term Incentive Program Award and Agreement (Fiscal Year 2014).
	(xx)	Form of Long-Term Performance Program Award Agreement (Fiscal Years 2014-2015).
	(xxi)	Amendment No. 1, effective May 31, 2013, to the H. J. Heinz Company Supplemental Executive Retirement Plan.
12	Computation of Ratios of Earnings to Fixed Charges.
21	Subsidiaries of the Registrant.
24	Powers of attorney of the Company's directors.
31(a)	Rule 13a-14(a)/15d-14(a) Certification by Bernardo Hees.
31(b)	Rule 13a-14(a)/15d-14(a) Certification by Paulo Basilio.
32(a)	Certification by the Chief Executive Officer Relating to the Annual Report Containing Financial Statements.
32(b)	Certification by the Chief Financial Officer Relating to the Annual Report Containing Financial Statements.
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