PITTSBURGH--(BUSINESS WIRE)--April 24, 2006--H.J. Heinz Company (NYSE:HNZ) issued a letter to shareholders today summarizing its strategic vision and progress in building shareholder value. The letter is attached with this release.

The Company also reaffirmed Fiscal Year 2006 pro-forma EPS guidance of $2.10 to $2.16 per share, as communicated February 28. From that pro-forma base, Heinz expects Fiscal 2007 sales growth of 3-4 percent, operating income and EPS growth at the upper-end of a range of 6-8 percent, and operating free cash flow of $800 million to $900 million.

Comprehensive fourth quarter and Fiscal 2006 earnings results will be released June 1.

"Following a successful transformation restructuring process, Heinz has established a solid new foundation for growth with leading brands in established and select developing geographies," said Chairman, President and CEO William R. Johnson. "It is important that we communicate to shareholders the scope of the important change that has been achieved, and the capabilities we have built and are refining to drive increased shareholder value in Fiscal 2007 and beyond."

EDITORS' NOTE: Letter to Shareholders follows this release.
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SAFE HARBOR PROVISIONS FOR FORWARD-LOOKING STATEMENTS:

This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect management's view of future events and financial performance. These statements are subject to risks, uncertainties, assumptions and other important factors, many of which may be beyond Heinz's control and could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Uncertainties contained in such statements include, but are not limited to, sales, earnings, and volume growth, general economic, political, and industry conditions, competitive conditions, which affect, among other things, customer preferences and the pricing of products, production, energy and raw material costs, the ability to identify and anticipate and respond through innovation to consumer trends, the need for product recalls, the ability to maintain favorable supplier relationships, achieving cost savings and gross margins objectives, currency valuations and interest rate fluctuations, change in credit ratings, the ability to identify and complete and the timing, pricing and success of acquisitions, joint ventures, divestitures and other strategic initiatives, approval of acquisitions and divestitures by competition authorities, and satisfaction of other legal requirements, the success of Heinz's growth and innovation strategy and the ability to limit disruptions to the business resulting from the emphasis on three core categories and potential divestitures, the ability to effectively integrate acquired businesses, new product and packaging innovations, product mix, the effectiveness of advertising, marketing, and promotional programs, supply chain efficiency and cash flow initiatives, risks inherent in litigation, including tax litigation, and international operations, particularly the performance of business in hyperinflationary environments, changes in estimates in critical accounting judgments and other 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 possibility of an impairment in Heinz's investments, and other factors described in "Cautionary Statement Relevant to Forward-Looking Information in the Company's Form 10-K for the fiscal year ended April 27, 2005. 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.

ABOUT HEINZ: H.J. Heinz Company, offering "Good Food, Every Day(TM)," is one of the world's leading marketers and producers of branded foods in ketchup, condiments, sauces, meals, soups, seafood, snacks, and infant foods. Heinz satisfies hungry consumers in every outlet, from supermarkets to restaurants to convenience stores and kiosks. Heinz is a global family of leading brands, including Heinz(R) Ketchup, sauces, soups, beans, pasta and infant foods (representing nearly one-third of total sales), HP(R), Lea & Perrins(R), Ore-Ida(R) french fries and roasted potatoes, and Smart Ones(R) meals, and Plasmon(R) baby food. Heinz has number-one or number-two brands in its three categories of Ketchup & Sauces, Meals & Snacks, and Infant Nutrition. Information on Heinz is available at www.heinz.com/news.

H.J. Heinz Company
Ted Smyth, 412-456-5780 (Media)
Debbie Foster, 412-456-5778 (Media)
Mike Yeomans, 412-456-5788 (Media)
Jack Runkel, 412-456-6034 (Investors)

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    LETTER TO SHAREHOLDERS
    ----------------------

    April 24, 2006

    Dear Fellow Shareholders:

    We have reached an important transition point at Heinz and want to
provide you with an update on our progress as we approach the end of a
successful Fiscal 2006. We also want to reconfirm that we are on-track
with our Fiscal 2006 pro-forma earnings per share expectations of
$2.10 to $2.16, as communicated at our third quarter earnings release
on February 28, 2006.
    We have been making great progress in simplifying and focusing the
Company on the businesses where we can win. It has been a long journey
that began with the spin-off of our non-core U.S. businesses in
December 2002, and has culminated with the recently completed sale of
our European Seafood and New Zealand Poultry businesses.
    We are very pleased that the portfolio realignment portion of the
plan is now virtually finished. We have a few, non-core,
geographically-isolated divestitures to complete, but with the
majority of divestitures behind us, we can now sharpen our focus on
growing our three core categories, where the Company has already made
some impressive gains.
    From the completion of the spin-off transaction with Del Monte
through April 21, we have driven Total Shareholder Return (TSR) of
41%. This reflects price appreciation plus dividends, and is ahead of
the average of the S&P Packaged Food Index, despite the dilutive
effects of divesting non-core businesses. More importantly, we have
completed the work necessary to drive more consistent and faster
growth going forward. We are here to create value for you, our
shareholders, and that is exactly what we have done and will continue
to do going forward.

    Progress Update
    ---------------

    The H. J. Heinz Company has been a pioneer in the food industry
for 137 years and possesses one of the world's best and most
recognizable brands - Heinz(R). While the Company has been around a
long time, we are constantly finding new ways to capitalize on
emerging consumer trends and better methods of doing business. We
were, in fact, among the first to anticipate the food industry's
current challenges in the wake of retailer consolidation and rising
costs, and to recognize the opportunities in our own Company. When I
became Chairman in late 2000, Heinz was highly fragmented. The Company
had more than 250 legal entities on 6 continents, sold products in
multiple categories, and had more than 100 brands. To make a long
story short, the Company was overly complex.
    Consequently, we commenced a bold, transformational strategy to
divest non-core operations around the globe, to simplify the remaining
businesses and to sharpen our focus on the three core categories where
we have competitive advantage and leadership positions:

    1. Ketchup & Sauces

    2. Meals & Snacks

    3. Infant Food

    The Results of the Fiscal 2003-2006 Strategic Plan
    --------------------------------------------------

    The results of our strategic transformation have been dramatic and
have established a much stronger foundation upon which Heinz can build
consistent, sustainable growth. Under this plan, we:

    --  Successfully divested non-core U.S. businesses in a $2.3
        billion, tax-free spin-off in Fiscal 2003. This simplified our
        U.S. business and enabled us to upgrade talent, processes and
        systems. Consequently, we have delivered results in North
        America that rank near the top of the food industry. Our North
        America Consumer Products business is on-track to grow sales
        at a compound annual rate of 6% over the 3 years since the
        spin-off, while profits are expected to increase at close to
        double-digit rates over that period. We have driven growth
        through innovation in the iconic Heinz(R) Ketchup brand, Smart
        Ones(R) nutritional meals, Ore-Ida(R) frozen potatoes and
        Classico(R) pasta sauces.

    --  Implemented a similar transformational plan in our Pacific
        operations of Australia and New Zealand, where results have
        been even better than in the U.S. In these two business units,
        Heinz simplified the structure, upgraded talent, streamlined
        processes and accelerated innovation. As a consequence, sales
        will have grown at double-digit rates and operating profits in
        the Pacific operations will have more than doubled from Fiscal
        2003 through 2006.

    --  Reduced the total number of Heinz manufacturing facilities by
        15%, global employees by approximately 30% and overall stock
        keeping units (SKU's) by almost 50%. In addition, regional
        headquarters in Europe and Asia have been virtually eliminated
        and global executive positions have been reduced by more than
        35%.

    --  From FY02 through FY06, we will have significantly outpaced
        the industry in working capital efficiency improvements,
        lowering our cash conversion cycle by more than 30 days to an
        estimated 57 days for FY06, while the industry average is down
        4 days. We also maintained capital spending at an average rate
        of 2.4% of sales, the lowest in the industry, reflecting
        excess factory capacity in the food business.

    --  Generated record cash flow from operations of over $3 billion
        for the past three fiscal years of 2003, 2004 and 2005, the
        best consecutive period in Heinz's history.

    --  Recruited proven executives from companies like Procter &
        Gamble, McKinsey Consulting, PepsiCo and General Electric to
        further develop capabilities. We also upgraded operational
        processes and invested in best-in-class systems, such as SAP.

    --  Acquired highly-targeted businesses to further strengthen our
        leadership position in the three core categories, including
        the Petrosoyuz business in Russia and the iconic HP(R) and Lea
        & Perrins(R) sauces brands.

    --  Applied the strategies that have proven so successful in the
        U.S. and Pacific operations to the rest of Heinz, and
        particularly to Europe where all food manufacturers have
        encountered a very challenging environment. The Company is
        nearing completion of a global program to divest roughly 20
        non-core product lines/businesses which will generate proceeds
        of more than $1 billion. More than 90% of sales will now be in
        our three core categories and approximately 60% of sales will
        be generated by our top 10 brands, making Heinz one of the
        most focused companies in the packaged food industry.

    --  Increased financial transparency through a standardized
        performance scorecard, faster reporting of financial results
        (cutting cycle time to roughly 26 days versus about 45 days in
        FY02) and successful implementation of the Sarbanes-Oxley
        regulations.

    --  Returned over $4 billion to shareholders over the last four
        years through the dividend derived from the spin-off to Del
        Monte, the annual dividend program and share repurchases.
        Altogether, these represent about one-third of current market
        capitalization. This year alone we have repurchased
        approximately 6% of our outstanding shares, including the
        purchases planned for the fourth quarter that we communicated
        in February.

    As a result of all these actions, Heinz has become a stronger and
more nimble company and, as mentioned, we have driven total
shareholder return (TSR) at a rate of 41% since the spin-off in 2002,
nearly double the peer food company average of 21%. Additionally, our
strategy of focusing on core strengths is now being emulated by a
number of peers across the food industry.

    The Growth Strategy Outlined in September 2005
    ----------------------------------------------

    Looking forward, we are excited about the opportunity to build on
our stronger foundation. As discussed with shareholders in September
2005, we will pursue the following strategies to become the world
leader in our three categories of Ketchup & Sauces, Meals & Snacks and
Infant Food.

    1. Drive Profitable Growth:

    With a more focused portfolio, Heinz will devote its energy and
resources primarily to the six major developed markets of the U.S.,
Canada, U.K., Italy, Western Europe and Australia/New Zealand. In
these markets, Heinz will increase consumer support and leverage key
demographic trends and consumer insights to improve value to customers
and consumers. Our goal is to generate approximately 15% of total
sales from new products that have been launched in the prior 24
months.
    We will, as previously outlined, also focus on the key emerging
markets of Russia, India, China, Indonesia and Poland. These markets
represent over 40% of the world's population and 15% of the world's
GDP growth. Heinz has good, profitable businesses in each of these
markets and will be looking to drive exceptional growth with products
designed for local tastes and cultures.

    2. Further Simplify the Business:

    Heinz will continue to improve its effectiveness and relentlessly
root-out complexity by:

    --  pruning those few remaining businesses that do not fit with
        our long-term strategy;

    --  eliminating non-value-added facilities and SKU's;

    --  continued de-layering of the organization; and

    --  establishing best-in-class processes and systems around the
        globe.

    3. Reduce Costs to Improve Margins:

    In the face of recent increases in fuel, commodity, pension and
compliance costs, Heinz has plans to improve gross margins and
operating margins. These include initiatives to drive efficiency in
trade spending, enhance sales mix, accelerate global procurement,
improve supply chain processes/tools and reduce general &
administrative costs (which are already among the lowest in the
industry). All of these initiatives are expected to improve operating
margins substantially and provide the fuel for additional growth.

    4. Achieve Operational Excellence:

    We continue to attract, develop and retain great leadership and
talent, made possible by a tremendous legacy and a vigorous executive
development process. Our key leaders are instilling the discipline to
establish a world-class Sales & Operations Planning process and are
supporting this process with best-in-class systems, such as SAP,
Siebel, MEI and Manugistics. Through this focus by senior management
and the Board of Directors, we are establishing world-class
organizational capabilities and performance.

    5. Drive Cash Flow to Improve Shareholder Value:

    Building from our excellent cash flow results over the last few
years, we will continue driving cash flow to leverage value. Going
forward, the key sources of cash flow are expected to be faster
earnings growth, continued reduction of the cash conversion cycle
(CCC), strong discipline on capital spending and the sale of
underutilized assets (including additional pruning of the portfolio).
    This is expected to facilitate a dividend payout ratio that is
consistently among the best in the industry, a strong share repurchase
program, and the maintenance of an investment-grade credit rating.
With regard to acquisitions, we remain committed to pursuing highly
strategic, game-changing acquisitions like HP(R) and Lea & Perrins(R),
and will be extremely selective in our transactions.

    Looking Forward to Fiscal 2007
    ------------------------------

    As we approach Fiscal 2007, we like what we see and expect a
strong start to the new phase of our strategic development.
Specifically, we can reconfirm that from our pro forma FY06 base, we
anticipate sales growth of 3% to 4%, improvement in operating profit
and EPS at the upper end of our 6% to 8% range, and operating free
cash flow of $800 million to $900 million. Additionally, we plan to
substantially increase consumer marketing spending in FY07.
    Importantly, overseeing our continuing growth and transformation
is a diverse, talented and engaged Board of Directors, where 11 of 12
members are independent outsiders and leaders in their respective
fields. Under your Board's direction, Heinz has earned exceptional
corporate governance ratings. Heinz's Board and management take their
responsibilities seriously and have devoted significant time and
attention to ensuring best practices in governance.

    Summary
    -------

    As we have been building a new foundation for sustainable growth
we, like you, would like to see greater share price appreciation and
believe that our game-changing structural transformation will indeed
achieve that goal. We are confident in our blueprint for developing
high quality, convenient, on-trend foods demanded by consumers,
financed by savings from continuous efforts to reduce non-value-added
costs. The Heinz Board of Directors and management are fully aligned
with our shareholders, and we will continue to take actions to
generate the returns that we all expect from Heinz.
    We look forward to our continuing dialogue with you and to
reporting our progress on driving shareholder value.

    Sincerely,

    William R. Johnson
    Chairman of the Board
    President & Chief Executive Officer

SAFE HARBOR PROVISIONS FOR FORWARD-LOOKING STATEMENTS:

This shareholder letter contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect management's view of future events and financial performance. These statements are subject to risks, uncertainties, assumptions and other important factors, many of which may be beyond Heinz's control and could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Uncertainties contained in such statements include, but are not limited to, sales, earnings, and volume growth, general economic, political, and industry conditions, competitive conditions, which affect, among other things, customer preferences and the pricing of products, production, energy and raw material costs, the ability to identify and anticipate and respond through innovation to consumer trends, the need for product recalls, the ability to maintain favorable supplier relationships, achieving cost savings and gross margins objectives, currency valuations and interest rate fluctuations, change in credit ratings, the ability to identify and complete and the timing, pricing and success of acquisitions, joint ventures, divestitures and other strategic initiatives, approval of acquisitions and divestitures by competition authorities and satisfaction of other legal requirements, the success of Heinz's growth and innovation strategy and the ability to limit disruptions to the business resulting from the emphasis on three core categories and potential divestitures, the ability to effectively integrate acquired businesses, new product and packaging innovations, product mix, the effectiveness of advertising, marketing, and promotional programs, supply chain efficiency and cash flow initiatives, risks inherent in litigation, including tax litigation, and international operations, particularly the performance of business in hyperinflationary environments, changes in estimates in critical accounting judgments and other 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 possibility of an impairment in Heinz's investments, and other factors described in "Cautionary Statement Relevant to Forward-Looking Information" in the Company's Form 10-K for the fiscal year ended April 27, 2005. 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.

Heinz will file a proxy statement in connection with its 2006 annual meeting of stockholders. Heinz stockholders are strongly advised to read the proxy statement and the accompanying WHITE proxy card when they become available, as they will contain important information. Stockholders will be able to obtain this proxy statement, any amendments or supplements to the proxy statement and other documents filed by Heinz with the Securities and Exchange Commission for free at the Internet website maintained by the Securities and Exchange Commission at www.sec.gov. Copies of the proxy statement and any amendments and supplements to the proxy statement will also be available for free at Heinz's Internet website at www.heinz.com or by writing to H. J. Heinz Company, World Headquarters, 600 Grant Street, Pittsburgh, Pennsylvania 15219. In addition, copies of the proxy materials may be requested by contacting our proxy solicitor, MacKenzie Partners, Inc. at (800) 322-2885 toll-free or by email at proxy@mackenziepartners.com. Detailed information regarding the names, affiliations and interests of individuals who are participants in the solicitation of proxies of Heinz's shareholders is available on Schedule 14A filed with the Securities and Exchange Commission on March 3, 2006.

    CONTACT: H.J. Heinz Company
             Ted Smyth, 412-456-5780 (Media)
             Debbie Foster, 412-456-5778 (Media)
             Mike Yeomans, 412-456-5788 (Media)
             Jack Runkel, 412-456-6034 (Investors)

    SOURCE: H.J. Heinz Company