ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Attached is H.J. Heinz Company's press release dated November 21, 2008 furnished herewith as Exhibit 99.

This press release presents the business measure of organic sales growth, which is defined as either volume plus price or total sales growth excluding the impact of foreign exchange and acquisitions and divestitures. This measure is utilized by senior management to provide investors with a more complete understanding of underlying sales trends by providing sales growth on a consistent basis.

This press release also presents the business measure of operating free cash flow as defined below. This measure is utilized by senior management and the board of directors to gauge our business operating performance, including the progress of management to profitably monetize low return assets.

The limitation of operating free cash flow is that it adjusts for cash used for capital expenditures and cash received from disposals of property, plant and equipment, the net of which is no longer available to the Company for other purposes. Management compensates for this limitation by using the GAAP operating cash flow number as well. Operating free cash flow does not represent residual cash flow available for discretionary expenditures and does not provide insight to the entire scope of the historical cash inflows or outflows of our operations that are captured in the other cash flow measures reported in the statement of cash flows.

Disclosed on Exhibit 99 is supplemental information regarding reconciliation and calculation of the non-GAAP measure discussed above in connection with the financial results for the second quarters and six months ended October 29, 2008 and October 31, 2007.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits Exhibit Number (Referenced to Item 601 of Regulation S-K) Description of Exhibit 99 H.J. Heinz Company Press Release dated November 21, 2008

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