ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

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, which is defined as cash flow from operations less capital expenditures net of proceeds from disposal of property, plant and equipment. 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.

This press release also presents sales and operating income amounts on a constant currency basis. Constant currency sales and operating income represent current period reported sales and operating income adjusted for the translation effect of changes in average foreign exchange rates between the current period and the corresponding prior year, as well as the impact of the fluctuation in the British Pound and Euro cross-rate on U.K. transaction costs. Management refers to growth rates at constant currency so that results can be viewed without the impact of changing foreign currency exchange rates, thereby facilitating period-to-period comparisons of sales and operating income. However, a limitation of the use of the constant currency results as a performance measure is that it does not reflect the unfavorable impact of exchange rates on sales and operating income when comparing to the prior quarter. These results should be considered in addition to, not as a substitute for, results reported in accordance with GAAP.

Disclosed on Exhibit 99 is supplemental information regarding reconciliation and calculation of the non-GAAP measures discussed above in connection with the financial results for the third quarters and nine months ended January 28, 2009 and January 30, 2008.

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 February 24, 2009

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