Heinz SEC Filing ''For the Record'' Highlights Company's Achievements Over the Last Four Years, the Strength of Company's Growth Plan, and the Independence of Heinz Board of Directors

Business Wire, June 28, 2006

PITTSBURGH -- H.J. Heinz Company (NYSE:HNZ) today will submit a filing to the Securities and Exchange Commission that highlights the Company's record of creating value over the last four years, the strength of the Company's Superior Value and Growth Plan, the independence of its Board of Directors and new details on Nelson Peltz, Peter May and their record of shareholder lawsuits and public censure by the London Stock Exchange.

The filing, which is posted on www.heinzsuperiorvalue.com, substantiates the following:

Heinz has Dramatically Transformed the Company and Delivered Strong Results in the Last Four Years.

--Heinz has focused on one strategy since 2002 - concentrating on its three core categories of Ketchup and Sauces; Meals and Snacks; and Infant Food.

--Since that strategy was launched in December 2002, Heinz's total shareholder return of 18.9 percent through February 3, 2006 has exceeded the food peer group average of 16.0 percent.

--Heinz is committed to shareholder value and has returned more than $4.2 billion to shareholders through special and annual dividends, and share repurchases over the past four years.

--Heinz's plan is aggressive but realistic and will deliver the highest return for shareholders.

--Heinz has an engaged, strong and independent Board of Directors, which is committed to holding management accountable and working to create value for all shareholders.

--Heinz believes that Trian's nominees will in no way add value to Board deliberations and will put at substantial risk Heinz's ability to deliver value to all shareholders.

--Heinz believes a closer review of Trian's nominees, with their record of shareholder lawsuits, raises the question of whether they will serve their own interests at the expense of other shareholders.

Heinz's SEC filing, entitled "For the Record," documents the Company's accomplishments from fiscal year 2003 through fiscal year 2006, including the following:

--Heinz sharply focused its portfolio on 3 value-added categories and 11 markets;

--Boosted U.S. ketchup share to a record 60%;

--Generated record cash flow of $4.4 billion;

--Streamlined the organization; and

--Upgraded its team.

Today's Heinz filing also includes facts and details about its aggressive but realistic Superior Value and Growth Plan for Fiscal Years 2007 and 2008. Under its two-year Superior Value and Growth plan, Heinz expects to:

--Introduce 100 new products this year and increase advertising;

--Reduce costs by $355 million;

--Repurchase up to $1 billion of Heinz shares;

--Increase its annual dividend 16.7 percent to $1.40 per common share in fiscal year 2007 and maintain a 60 percent payout ratio going forward;

--Grow EPS by 10 percent to $2.35 for fiscal year 2007 and a further 8 percent to $2.54 in fiscal year 2008.

The Heinz Board of Directors is Strong and Independent

The current Heinz Board is diverse, engaged, independent, and focused on performance. The Heinz Board has added two new directors in the past seven months and one-third of the Board is new within the last three years. Additionally, the majority of the Heinz directors have a successful record running multi-national companies and serving as Directors of other large public companies. The Heinz Board has a corporate governance rating of 97.7% from Institutional Shareholder Services (ISS), meaning the Company outperformed 97.7% of the companies in the S&P 500. All Heinz Directors, excluding Mr. Johnson, meet the New York Stock Exchange's standards for Board independence.

Heinz Believes That Trian Will Not Add Value to the Heinz Board or the Heinz Shareholders

The Heinz filing includes responses by Heinz to specific claims made by Trian. Heinz believes Trian's proposals show a lack of operational proficiency on the part of their nominees, give reason to doubt their nominees' collaborative abilities, demonstrate a willingness on the part of their nominees to say whatever they need to say to get elected, and contain repeated misrepresentations of the facts. Specifically, the filing and Heinz's web site detail why Heinz believes:

--Trian's "plan" for Heinz is vague and unrealistic

--Trian proposes an unrealistic level of SG&A cuts based on theoretical and simplistic assumptions

--Trian has underestimated the level of COGS savings that Heinz expects to achieve

--Trian's proposed D&A reduction is misguided and based on vaguely sourced and inaccurate benchmarking to arrive at an irresponsibly high D&A reduction number

--Trian proposes using Heinz as a test case for a transformation of the cost structure of the entire packaged food industry

--Trian's only proposed specific growth initiative (ketchup dip cups) shows a surprising lack of knowledge of publicly available information, considering the fact that Heinz already sells over 300 million dip cups annually, including nearly 200 million to McDonald's

--Trian nominees have their own unrealistic plan and will not help Heinz execute its plan. Heinz believes that Trian's conduct in this situation demonstrates that they will not be constructive in helping to create value for shareholders