Heinz Believes Trian Misled Shareholders at ISS Forum on July 31

Business Wire, August 2, 2006

PITTSBURGH -- The H.J. Heinz Company (NYSE:HNZ) today detailed at least ten inaccurate statements made by Trian at the ISS forum on July 31, 2006, as they seek a controlling position on the Heinz Board.

1) Trian States...
"We want to invest in good companies where management hasn't gotten
it right on the income statement."

The Facts Are...
--  Triarc, run by Messrs. Peltz, May, and Garden has suffered
    cumulative net losses of $51.2 million during the past four years:
--  Triarc Net Income (Loss):
      --  2005 --  ($55.6 million)
      --  2004 --  $13.9 million
      --  2003 --  ($10.8 million)
      --  2002 -- $1.3 million
      (Source: Triarc SEC Filings)
-- During the same four year period, Heinz generated cumulative net
   income of $2.76 billion.


2) Trian States...
"(Heinz) management's inability to properly manage, support, and grow
the company's brands..."

The Facts Are...
--  As highlighted in Advertising Age, July 2006, the American
    Consumer Satisfaction Index rated Heinz #1 (ahead of all
    companies) for the sixth straight year with a record score of 91,
    the highest score ever recorded
--  Each of Heinz's Top Ten Brands has grown during the last three
    years
--  Since 1998, Heinz Ketchup market share in the U.S. has grown
    ten percentage points, to an all-time high of 60 percent
    (Source: AC Nielsen)

3) Trian States...
"We know that management had a plan of $30 million in restructuring
savings as of September '05"

The Facts Are...
As stated by Heinz in September 2005, this was an example of a single
G&A cost savings project from the elimination of Heinz's European
Headquarters, only one small component of our global cost savings plan
(Source: Heinz September 2005 Investor Presentation)

4) Trian States...
"What happened at Weight Watchers is the brand and business ran into a
little headwind. The company watched it for a little while, it didn't
improve and they sold it."

The Facts Are...
--  Heinz bought the Weight Watchers classroom business in 1978, for
    $71 million
--  Classroom business lost $8.4 million in 1994 and was turned around
    in late 90's to all-time high profitability in 1999
--  Heinz sold it for $735 million (10x EBITDA) in 1999, a ten-fold
    return on the original investment
--  Classroom business was non-core and diluted focus from higher
    margin brands
--  Heinz retained a royalty-free license for the Smart Ones and core
    Weight Watchers brands for its core food business, which now
    account for over $500 million in sales and together represent its
    second largest brand (Source: Company filings)

5) Trian States...
"Bill Johnson's compensation including restricted shares, and stock
options, has continued to go up..."

The Facts Are...
--  Bill Johnson's compensation went down sequentially in '05 and '06.
--  Bill Johnson's 2006 total compensation is down over 26 percent
    versus 2004 (Source: Heinz Proxy Statements)

6) Trian States...
"Trian Partners today has amongst the most sophisticated investors in
the world in our funds."

The Facts Are...
The SEC filing by the Trian hedge funds is a spider's web of
interlocking, anonymous names such as Trian Offshore c/o Goldman
Sachs (Cayman) Trust, Trian Partners Parallel Fund II, Trian SPV,
Castlerigg, CMI of Netherlands Antilles, SAMC, CIL, CIHL & Sandell
Asset Management. Who are these investors?

7) Trian States...
"The compensation at Triarc is strictly pay for performance..."

The Facts Are...
--  Triarc LOST a cumulative $51.2 million between 2002 and 2005,
    while executive compensation INCREASED by a compound annual rate
    of over 58 percent
--  Triarc LOST $55 million in 2005 and their top-six executives were
    PAID over $63 million; Mr. Peltz alone made over $29 million
--  Triarc made $13.9 million in 2004 and their top-six executives
    were PAID over $32 million
--  Triarc LOST $11 million in 2003 and their top-six executives were
    PAID nearly $11 million
--  Triarc made a mere $1.3 million in 2002 and their top-four
    executives were PAID nearly $16 million
--  Over the last five years Mr. Peltz received total salary and
    bonuses of $35.8 million, which represented 2,900 percent of
    Triarc's Net Income
--  If over the same five year period, Mr. Johnson had received a
    similar percentage of Heinz's Net Income as salary and bonus he
    would have been paid over $105,000,000,000
    (Source: Proxy Statements and SEC Filings)

8) Trian States...
"Sold (Hain) stock when at a low and the stock has been up 30 percent
to 40 percent since..."

The Facts Are...
Heinz sold its position in Hain on December 20, 2005 for $20 per
share. Hain closed trading on July 31, 2006 at $21.02 per share.
(Source: Yahoo! Finance)

9) Trian States...
"Earth's Best, probably the best organic brand out there, clearly #1
in organic baby food."

The Facts Are...
Earth's Best had a 1.1 percent market share of the U.S. Infant Food
market in 2001; in 2005 the market share was still only 1.5 percent
(Source: IRI)

10) Trian States...
"...(Heinz) states that when it comes to (Triarc's) lawsuits, they're
extraordinary, but (Heinz's) are in the normal course. I think that's
disingenuous."

The Facts Are...
No Heinz Director has been publicly censured by the London Stock
Exchange, as were Messrs. Peltz and May. There is no moral
equivalency. Unlike Messrs. Peltz and May, no Heinz Director has had
to reach into his or her pocket to make any payments to settle
shareholder lawsuits filed against them.

The London Evening Standard on July 30, 2006 reminded us that British
investors have not forgotten the damage caused by Peltz and May in
Britain:

"In late 1990, Peltz and May sold half their stake to the Gordon Getty
family trust at 100p-a-share. But the company was just about to issue
a dire set of results. It was soon forced to launch a rescue rights
issue, selling new shares to investors to prop itself up. The issue
was priced at just 25p a share and Mountleigh's share price dived.

In the City, shareholders were enraged and Mountleigh's adviser, NM
Rothschild, refused to work on the issue. Peltz was censured by the
London Stock Exchange and, after London investors sued, he settled for
an undisclosed amount.

By 1992 Mountleigh had collapsed owing GBP 147 million to bondholders
and GBP 400 million to banks led by Barclays and Citicorp."

In addition, Nelson Peltz in his closing remarks at ISS tries to claim
credit for the five recent corporate governance changes announced by
Heinz. In fact, these changes resulted from discussions with
institutional shareholders such as Calpers who have a sincere
commitment to best practices in corporate governance. Finally, we
believe the improved Heinz share price owes more to completion of
Heinz's transformation, strong business momentum and the subsequent
increase in the earnings consensus estimate by security analysts than
to Trian's actions.