Edgar Filing: HEINZ H J CO

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the fiscal year ended May 1, 2002

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 1-3385

H. J. HEINZ COMPANY
(Exact name of registrant as specified in its charter)

PENNSYLVANIA 25-0542520
(State of Incorporation) (I.R.S. Employer Identification No.)

600 GRANT STREET, PITTSBURGH, PENNSYLVANIA 15219
(Address of principal executive offices) (Zip Code)

412-456-5700
(Registrant's telephone number)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of each class Name of each exchange on which registered
------------------- -----------------------------------------

Common Stock, par value $.25 per share New York Stock Exchange;
Pacific Exchange

Third Cumulative Preferred Stock, $1.70 First
Series, par value $10 per share New York Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

None.

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No _

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

As of June 30, 2002 the aggregate market value of the Registrant's voting
stock held by non-affiliates of the Registrant was approximately
$12,724,676,765.

The number of shares of the Registrant's Common Stock, par value $.25 per
share, outstanding as of June 30, 2002, was 350,946,092 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Registrant's Annual Report to Shareholders for the fiscal year
ended May 1, 2002 are incorporated into Part I, Item 1; Part II, Items 5, 7, 7A
and 8; and Part IV, Item 14.

Portions of Registrant's Proxy Statement for the Annual Meeting of
Shareholders to be held on September 12, 2002, which will be filed with the
Securities and Exchange Commission within 120 days after the end of the
Registrant's fiscal year ended May 1, 2002, are incorporated into Part III,
Items 10, 11, 12 and 13.

PART I

ITEM 1. BUSINESS.

H. J. Heinz Company was incorporated in Pennsylvania on July 27, 1900. In
1905, it succeeded to the business of a partnership operating under the same
name which had developed from a food business founded in 1869 at Sharpsburg,
Pennsylvania by Henry J. Heinz. H. J. Heinz Company and its subsidiaries
(collectively, the "Company") manufacture and market an extensive line of
processed food products throughout the world. The Company's principal products
include ketchup, condiments and sauces, frozen food, pet products, soups, beans
and pasta meals, tuna and other seafood products, infant food and other
processed food products.

The Company's products are manufactured and packaged to provide safe,
wholesome foods for consumers, foodservice and institutional customers. Many
products are prepared from recipes developed in the Company's research
laboratories and experimental kitchens. Ingredients are carefully selected,
washed, trimmed, inspected and passed on to modern factory kitchens where they
are processed, after which the finished product is filled automatically into
containers of glass, metal, plastic, paper or fiberboard which are then closed,
processed, labeled and cased for market. Finished products are processed by
sterilization, homogenization, chilling, freezing, pickling, drying, freeze
drying, baking or extruding. Certain finished products and seasonal raw
materials are aseptically packed into sterile containers after in-line
sterilization.

The Company manufactures its products from a wide variety of raw foods.
Pre-season contracts are made with farmers for a portion of raw materials such
as tomatoes, cucumbers, potatoes, onions and some other fruits and vegetables.
Dairy products, meat, sugar, spices, flour and certain other fruits and
vegetables are generally purchased on the open market.

Tuna is obtained through spot and term contracts directly with tuna vessel
owners or their cooperatives and by brokered transactions. In some instances, in
order to ensure the continued availability of adequate supplies of tuna, the
Company assists, directly or indirectly, in financing the acquisition and
operation of fishing vessels. The provision of such assistance is not expected
to affect materially the operations of the Company.

The Marine Mammal Protection Act of 1972, as amended (the "Act"), and
regulations thereunder (the "Regulations") regulate the incidental taking of
dolphin in the course of fishing for yellowfin tuna in the eastern tropical
Pacific Ocean, where a portion of the Company's light-meat tuna is caught. In
1990, the Company voluntarily adopted a worldwide policy of refusal to purchase
tuna caught in the eastern tropical Pacific Ocean through the intentional
encirclement of dolphin by purse seine nets and reaffirmed its policy of not
purchasing tuna caught anywhere using gill nets or drift nets. Also in 1990, the
Dolphin Protection Consumer Information Act (the "Dolphin Information Act") was
enacted which regulates the labeling of tuna products as "dolphin safe" and bans
the importation of tuna caught using high seas drift nets. The Act was amended
in 1992 to further regulate tuna fishing methods which involve marine mammals.
Compliance with the Act, the Regulations, the Dolphin Information Act, and the
Company's voluntary policy and the 1992 amendments has not had, and is not
expected to have, a material adverse effect on the Company's operations.
Congress passed the International Dolphin Conservation Program Act ("IDCPA") on
August 15, 1997. It modified the regulation of the incidental taking of dolphins
in the course of fishing for yellowfin tuna in the eastern tropical Pacific
Ocean and revised the definition of "dolphin safe." Revision of the definition
of "dolphin safe" and modification of the regulation of the incidental taking of
dolphins in the course of fishing for yellowfin tuna in the eastern tropical
Pacific Ocean have not had and are not expected to have a material adverse
effect on the Company's operations.

In recent years, the supply of raw tuna has been variable, causing a
fluctuation in raw fish prices; however, such variation in supply has not
affected materially, nor is it expected to affect materially, the Company's
operations.

The following table lists the number of the Company's principal food
processing factories and major trademarks by business segment:

Factories
--------------
Owned Leased Major Trademarks
----- ------ ----------------

North America 29 6 Heinz, College Inn, StarKist, Classico, Quality
Chef, Yoshida, Jack Daniels*, Catelli, Wyler's,
E-Z Squirt, Diana Sauce, Bell 'Orto, Bella Rosa,
Pablum, Chef Francisco, Domani, Omstead, 9-Lives,
Kibbles n' Bits, Ken-L-Ration, Reward, Gravy
Train, Skippy, Nature's Recipe, Pounce,
Snausages, Jerky Treats, Pup-Peroni, Wagwells,
Techni-cal, Medi-cal, Meaty Bone, Ore-Ida, Bagel
Bites, Moore's, Rosetto, Weight Watchers*, Boston
Market*, Smart Ones, Hot Bites, Poppers, TGI
Friday's*, Delimex

Europe 32 4 Heinz, Petit Navire, John West, Mare D'Oro,
Mareblu, Marie Elisabeth, Orlando, Guloso, San
Marco, Linda McCartney*, Weight Watchers*,
Farley's, Farex, Sonnen Basserman, Plasmon,
Nipiol, Dieterba, Ortobuono, Frank Coopers*,
Pudliszki, Go Ahead!*, Ross, Hak, Honig, De
Ruijter

Asia/Pacific 16 5 Heinz, Tom Piper, Wattie's, ABC, Tegel, Chef,
Champ, Craig's, Bruno, Winna, Hellaby, Hamper,
Farley's, Greenseas, Gourmet, Nurture, Complan,
Farex

Other Operating Entities 6 3 Heinz, StarKist, Olivine, Wellington's, Ganave,
Champs, Royal Pacific, 9-Lives, Pounce, Kibbles
n' Bits, Super Can
-- --
83 18 * Used under license

The Company also owns or leases office space, warehouses, distribution
centers and research and other facilities throughout the world. The Company's
food processing plants and principal properties are in good condition and are
satisfactory for the purposes for which they are being utilized.

The Company has participated in the development of certain of its food
processing equipment, some of which is patented. The Company regards these
patents as important but does not consider any one or group of them to be
materially important to its business as a whole.

Although crops constituting some of the Company's raw food ingredients are
harvested on a seasonal basis, most of the Company's products are produced
throughout the year. Seasonal factors inherent in the business have always
influenced the quarterly sales and net income of the Company. Consequently,
comparisons between quarters have always been more meaningful when made between
the same quarters of different years.

The products of the Company are sold under highly competitive conditions,
with many large and small competitors. The Company regards its principal
competition to be other manufacturers of processed foods, including branded,
retail products, foodservice products and private label products, that compete
with the Company for consumer preference, distribution, shelf space and
merchandising support. Product quality and consumer value are important areas of
competition.

The Company's products are sold through its own sales force and through
independent brokers, agents and distributors to chain, wholesale, cooperative
and independent grocery accounts, pharmacies, mass merchants, club stores, pet
stores, foodservice distributors and institutions,

including hotels, restaurants and certain government agencies. For Fiscal 2002,
Wal-Mart Stores, Inc. represented more than 10% of the Company's sales.

Compliance with the provisions of national, state and local environmental
laws and regulations has not had a material effect upon the capital
expenditures, earnings or competitive position of the Company. The Company's
estimated capital expenditures for environmental control facilities for the
remainder of fiscal year 2003 and the succeeding fiscal year are not material
and will not materially affect either the earnings or competitive position of
the Company.

The Company's factories are subject to inspections by various governmental
agencies, including the United States Department of Agriculture, and the
Occupational Health and Safety Administration, and its products must comply with
the applicable laws, including food and drug laws, such as the Federal Food and
Cosmetic Act of 1938, as amended, and the Federal Fair Packaging or Labeling Act
of 1966, as amended, of the jurisdictions in which they are manufactured and
marketed.

The Company employed, on a full-time basis as of May 1, 2002, approximately
46,500 persons around the world.

Segment information is set forth on pages 71 through 73 in Note 14 to the
Company's Annual Report to Shareholders for the fiscal year ended May 1, 2002.
Such information is incorporated herein by reference.

Income from international operations is subject to fluctuation in currency
values, export and import restrictions, foreign ownership restrictions, economic
controls and other factors. From time to time exchange restrictions imposed by
various countries have restricted the transfer of funds between countries and
between the Company and its subsidiaries. To date, such exchange restrictions
have not had a material adverse effect on the Company's operations.

CAUTIONARY STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION

The Private Securities Litigation Reform Act of 1995 (the "Act") provides a
safe harbor for forward-looking statements made by or on behalf of the Company.
The Company and its representatives may from time to time make written or oral
forward-looking statements, including statements contained in the Company's
filings with the Securities and Exchange Commission and in its reports to
shareholders. These forward-looking statements are based on management's views
and assumptions of future events and financial performance. The words or phrases
"will likely result," "are expected to," "will continue," "is anticipated,"
"should," "estimate," "project," "target," "goal" or similar expressions
identify "forward-looking statements" within the meaning of the Act.

In order to comply with the terms of the safe harbor, the Company notes
that a variety of factors could cause the Company's actual results and
experience to differ materially from the anticipated results or other
expectations expressed in the Company's forward-looking statements. These
forward-looking statements are uncertain. The risks and uncertainties that may
affect operations and financial performance and other activities, some of which
may be beyond the control of the Company, include the following:

- Changes in laws and regulations, including changes in food and drug laws,
accounting standards, taxation requirements (including tax rate changes,
new tax laws and revised tax law interpretations) and environmental laws
in domestic or foreign jurisdictions;

- Competitive product and pricing pressures and the Company's ability to
gain or maintain share of sales in the global market as a result of
actions by competitors and others;

- Fluctuations in the cost and availability of raw materials and the
ability to maintain favorable supplier arrangements and relationships;

- The impact of higher energy costs and other factors on the cost of
producing, transporting and distributing the Company's products;

- The Company's ability to generate sufficient cash flows to support
capital expenditures, share repurchase programs, debt repayment and
general operating activities;

- The inherent risks in the marketplace associated with new product or
packaging introductions, including uncertainties about trade and consumer
acceptance;

- The Company's ability to achieve sales and earnings forecasts, which are
based on assumptions about sales volume, product mix and other items;

- The Company's ability to integrate acquisitions and joint ventures into
its existing operations and the availability of new acquisition and joint
venture opportunities and the success of divestitures and other business
combinations;

- The Company's ability to achieve its cost savings objectives, including
any restructuring programs and its working capital initiative;

- The impact of unforeseen economic and political changes in international
markets where the Company competes, such as currency exchange rates,
(notably with respect to the euro and the pound sterling) inflation
rates, recession, foreign ownership restrictions and other external
factors over which the Company has no control;

- Interest rate fluctuations and other capital market conditions;

- The effectiveness of the Company's advertising, marketing and promotional
programs;

- Weather conditions, which could impact demand for Company products and
the supply and cost of raw materials;

- The impact of e-commerce and e-procurement, supply chain efficiency and
cash flow initiatives;

- The Company's ability to maintain its profit margin in the face of a
consolidating retail environment;

- The impact of global industry conditions, including the effect of the
economic downturn in the food industry and the foodservice business in
particular;

- The Company's ability to offset the reduction in volume and revenue
resulting from participation in categories experiencing declining
consumption rates;

- With respect to the proposed spin-off and merger between the Company's
U.S. and Canadian pet food and pet snacks, U.S. tuna, U.S. retail private
label soup and gravy, College Inn broth and U.S. infant feeding
businesses, and a wholly-owned subsidiary of Del Monte Foods Company
("Del Monte,") the ability to obtain required third party consents,
regulatory and Del Monte shareholders' approval, including a private
letter ruling from the Internal Revenue Service, and the success of
business integration in a timely and cost effective manner; and

- With respect to future dividends on Company stock, meeting certain legal
requirements at the time of declaration.

The foregoing list of important factors is not exclusive. The
forward-looking statements are and will be based on management's then current
views and assumptions regarding future events and operating performance and
speak only as of their dates. 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.

ITEM 2. PROPERTIES.

See table in Item 1.

ITEM 3. LEGAL PROCEEDINGS.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company has not submitted any matters to a vote of security holders
since the last annual meeting of shareholders on September 20, 2001.

EXECUTIVE OFFICERS OF THE REGISTRANT

The following is a list of the names and ages of all of the executive
officers of H. J. Heinz Company indicating all positions and offices held by
each such person and each such person's principal occupations or employment
during the past five years. All the executive officers have been elected to
serve until the next annual election of officers or until their successors are
elected, or until their earlier resignation or removal. The annual election of
officers is scheduled to occur on September 12, 2002.

Positions and Offices Held with the Company and
Age (as of Principal Occupations or
Name September 12, 2002) Employment During Past Five Years
---- ------------------- -----------------------------------------------

William R. Johnson 53 Chairman, President, and Chief Executive
Officer since September 2000; President and
Chief Executive Officer from April 1998 to
September 2000; President and Chief Operating
Officer from June 1996 to April 1998.

Neil Harrison 49 Executive Vice President and President and
Chief Executive Officer--Heinz North America
since July 2002; Senior Vice President and
President--Heinz Frozen Food Company from
September 2001 to July 2002; President and
Chief Executive Officer--Heinz Frozen Food
Company from October 1998 to September 2001;
President and Chief Executive Officer--Weight
Watchers Gourmet Food Company from August 1997
to October 1998.

Joseph Jimenez 42 Executive Vice President--President and Chief
Executive Officer Heinz Europe since July 2002;
Senior Vice President and President--Heinz
North America from September 2001 to July 2002;
President and Chief Executive Officer--Heinz
North America from November 1998 to September
2001; President--Orville Redenbacher/Swiss Miss
Food Company and Wesson/Peter Pan Food Company
from March 1997 to November 1998.

Richard H. Wamhoff* 56 Executive Vice President--Asia/Pacific and
Global Manufacturing/Supply Chain since August
2000; Executive Vice President--Global
Manufacturing/Supply Chain and Frozen Foods
from May 1998 to August 2000; President and
Chief Executive Officer--Ore-Ida Foods, Inc.
from May 1993 to May 1998.

David R. Williams* 59 Executive Vice President since August 2000;
President and Chief Operating Officer--Europe,
Middle East, Africa and India from August 2000
to July 2002; Executive Vice President from
June 1996 to August 2000.

* Messrs. Wamhoff and Williams have announced their intention to retire in September 2002.

Arthur Winkleblack 45 Executive Vice President and Chief Financial
Officer since January 2002; Acting Chief
Operating Officer--Perform.com and Chief
Executive Officer--Freeride.com at Indigo
Capital (Provides financing for early stage
technology companies) (1999-2001); Executive
Vice President and Chief Financial Officer--C.
Dean Metropoulos & Co. (Provides management
services for consumer products investment of
Hicks, Muse, Tate & Furst) (1998-1999); Chief
Financial Officer--Six Flags Entertainment
Corporation (1996-1998).

Michael J. Bertasso* 52 Senior Vice President--Strategy, Process and
Business Development since May 1998; Executive
Vice President--Star-Kist Foods, Inc. from July
1996 to May 1998.

William C. Goode* 61 Senior Vice President and Chief Administrative
Officer since May 2000; Vice President and
Chief Administrative Officer from May 1998 to
April 2000; Vice President--Operations of Heinz
Pet Products from October 1996 to May 1998.

Michael D. Milone 46 Senior Vice President--Chief Growth Officer
since July 2002; Chief Executive Officer Star-
Kist Foods, Inc. since May 2001; Senior Vice
President--Global Category Development since
May 2000; Vice President--Global Category
Development from August 1998 to May 2000;
President and Chief Operating Officer of Heinz
Pet Products from July 1996 to August 1998.

D. Edward I. Smyth* 52 Senior Vice President--Corporate and Government
Affairs since May 1998; Vice
President--Corporate Affairs from March 1990 to
May 1998.

Laura Stein 40 Senior Vice President and General Counsel since
January 2000; attorney at The Clorox Company
from 1992-1999, last serving as Assistant
General Counsel--Regulatory Affairs.

* Effective September 1, 2002, Mr. Bertasso will be promoted to Senior Vice President--
President Heinz Asia/Pacific. Mr. Goode has announced his intention to retire in December
2002. Effective January 2003, Mr. Smyth will assume the title of Chief Administrative
Officer.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Information relating to the Company's common stock is set forth on page 47
under the caption "Stock Market Information" and on page 73 in Note 15,
"Quarterly Results (Unaudited)," of the Company's Annual Report to Shareholders
for the fiscal year ended May 1, 2002. Such information is incorporated herein
by reference.

ITEM 6. SELECTED FINANCIAL DATA.

The following table presents selected consolidated financial data for the
Company and its subsidiaries for each of the five fiscal years 1998 through
2002. All amounts are in thousands except per share data.

Fiscal year ended
---------------------------------------------------------------
May 1, May 2, May 3, April 28, April 29,
2002 2001 2000 1999 1998
(52 Weeks) (52 Weeks) (53 Weeks) (52 Weeks) (52 Weeks)
----------- ---------- ---------- ---------- ----------

Sales*..................... $ 9,431,000* $8,820,884* $8,939,416* $9,299,610 $9,209,284
Interest expense........... 294,269 332,957 269,748 258,813 258,616
Net income................. 833,889 478,012 890,553 474,341 801,566
Net income per share--
diluted.................. 2.36 1.36 2.47 1.29 2.15
Net income per share--
basic.................... 2.38 1.37 2.51 1.31 2.19
Short-term debt and current
portion of long-term
debt..................... 702,645 1,870,834 176,575 904,207 339,626
Long-term debt, exclusive
of current portion....... 4,642,968 3,014,853 3,935,826 2,472,206 2,768,277
Total assets............... 10,278,354 9,035,150 8,850,657 8,053,634 8,023,421
Cash dividends per common
share.................... 1.6075 1.545 1.445 1.3425 1.235

* Sales for 2002, 2001 and 2000 reflect the adoption of the new EITF guidelines
relating to the classification of consideration from a vendor to a purchaser
of a vendor's products, including both customers and consumers. Amounts
previously reported for 2001 and 2000 were $9,430,422 and $9,407,949,
respectively. SALES FOR 1999 AND 1998 HAVE NOT BEEN ADJUSTED TO REFLECT THE
NEW EITF RECLASSIFICATIONS AS IT IS IMPRACTICABLE TO DO SO.

The 2002 results include net restructuring and implementation costs of
$17.8 million pretax ($0.03 per share) for the Streamline initiative.

The 2001 results include restructuring and implementation costs of $298.8
million pretax ($0.66 per share) for the Streamline initiative, net
restructuring and implementation costs of $288.5 million pretax ($0.52 per
share) for Operation Excel, a benefit of $93.2 million ($0.27 per share) from
tax planning and new tax legislation in Italy, a loss of $94.6 million pretax
($0.19 per share) on the sale of The All American Gourmet business, company
acquisition costs of $18.5 million pretax ($0.03 per share), a loss of $5.6
million pretax ($0.01 per share) which represents the Company's equity loss
associated with The Hain Celestial Group's fourth quarter results which included
charges for its merger with Celestial Seasonings and the after-tax impact of
adopting SAB No. 101 and SFAS No. 133 of $16.9 million ($0.05 per share). See
Notes 3 and 4 to the Consolidated Financial Statements beginning on page 56 of
the Company's Annual Report to Shareholders for the fiscal year ended May 1,
2002.

The 2000 results include net restructuring and implementation costs of
$392.7 million pretax ($0.74 per share) for Operation Excel, a pretax
contribution of $30.0 million ($0.05 per share) to the H. J. Heinz Company
Foundation, costs related to Ecuador of $20.0 million pretax ($0.05 per share),
a gain of $464.6 million pretax ($0.72 per share) on the sale of the Weight
Watchers classroom business and a gain of $18.2 million pretax ($0.03 per share)
on the sale of an office building in the U.K. See Notes 3 and 4 to the
Consolidated Financial Statements beginning on page 58 of the Company's Annual
Report to Shareholders for the fiscal year ended May 1, 2002.

The 1999 results include restructuring and implementation costs of $552.8
million pretax ($1.11 per share) for Operation Excel and costs of $22.3 million
pretax ($0.04 per share) related to the implementation of Project Millennia,
offset by the reversal of unutilized Project Millennia accruals for severance
and exit costs of $25.7 million pretax ($0.04 per share) and a gain of $5.7
million pretax on the sale of the bakery products unit.

The 1998 results include costs of $84.1 million pretax ($0.14 per share)
related to the implementation of Project Millennia, offset by the gain on the
sale of the Ore-Ida frozen foodservice business, $96.6 million pretax ($0.14 per
share).

Note: All earnings per share amounts are presented on an after-tax diluted basis
unless otherwise noted.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

This information is set forth in the Management's Discussion and Analysis
section on pages 31 through 48 of the Company's Annual Report to Shareholders
for the fiscal year ended May 1, 2002. Such information is incorporated herein
by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

This information is set forth in the Management's Discussion and Analysis
section on pages 43 through 45 of the Company's Annual Report to Shareholders
for the fiscal year ended May 1, 2002. Such information is incorporated herein
by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The Consolidated Balance Sheets of the Company and its subsidiaries as of
May 1, 2002 and May 2, 2001 and the related Consolidated Statements of Income,
Shareholders' Equity and Cash Flows for the fiscal years ended May 1, 2002, May
2, 2001 and May 3, 2000 together with the related Notes to Consolidated
Financial Statements, on pages 49 through 75 of the Company's Annual Report to
Shareholders for the fiscal year ended May 1, 2002, are incorporated herein by
reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

There is nothing to be reported under this item.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Information relating to the Directors of the Company is set forth under the
captions "Election of Directors" and "Additional Information--Section 16
Beneficial Ownership Reporting Compliance" in the Company's definitive Proxy
Statement in connection with its Annual Meeting of Shareholders to be held
September 12, 2002. Such information is incorporated herein by reference.
Information relating to the executive officers of the Company is set forth under
the caption "Executive Officers of the Registrant" in Part I above.

ITEM 11. EXECUTIVE COMPENSATION.

Information relating to executive compensation is set forth under the
caption "Executive Compensation" in the Company's definitive Proxy Statement in
connection with its Annual Meeting of Shareholders to be held September 12,
2002. Such information is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Information relating to the ownership of equity securities of the Company
by certain beneficial owners and management is set forth under the captions
"Security Ownership of Certain Principal Share Owners" and "Security Ownership
of Management" in the Company's definitive Proxy Statement in connection with
its Annual Meeting of Shareholders to be held September 12, 2002. Such
information is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Information relating to certain relationships with a beneficial shareholder
and certain related transactions is set forth under the caption "Certain
Business Relationships" in the Company's definitive Proxy Statement in
connection with its Annual Meeting of Shareholders to be held September 12,
2002. Such information is incorporated herein by reference.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a)(1) The following financial statements and report included in
the Company's Annual Report to Shareholders for the fiscal
year ended May 1, 2002 are incorporated herein by reference:
Consolidated Balance Sheets as of May 1, 2002 and May 2,
2001
Consolidated Statements of Income for the fiscal years ended
May 1, 2002, May 2, 2001 and May 3, 2000
Consolidated Statements of Shareholders' Equity for the
fiscal years ended May 1, 2002, May 2, 2001 and May 3, 2000
Consolidated Statements of Cash Flows for the fiscal years
ended May 1, 2002, May 2, 2001 and May 3, 2000
Notes to Consolidated Financial Statements
Report of Independent Accountants of PricewaterhouseCoopers
LLP dated June 13, 2002, on the Company's consolidated
financial statements for the fiscal years ended May 1, 2002,
May 2, 2001 and May 3, 2000
(2) The following report and schedule is filed herewith as a
part hereof:
Report of Independent Accountants of
PricewaterhouseCoopers LLP dated June 13, 2002 on the
Company's consolidated financial statement schedule
filed as a part hereof for the fiscal years ended May 1,
2002, May 2, 2001 and May 3, 2000
Consent of Independent Accountants of
PricewaterhouseCoopers LLP dated July 26, 2002 filed as a
part hereof
Schedule II (Valuation and Qualifying Accounts and
Reserves) for the three fiscal years ended May 1, 2002, May
2, 2001 and May 3, 2000
All other schedules are omitted because they are not
applicable or the required information is included herein or
is shown in the consolidated financial statements or notes
thereto incorporated herein by reference.
(3) Exhibits required to be filed by Item 601 of Regulation S-K
are listed below. Documents not designated as being
incorporated herein by reference are filed herewith. The
paragraph numbers correspond to the exhibit numbers
designated in Item 601 of Regulation S-K.
3(i) The Company's Articles of Amendment dated July 13,
1994, amending and restating the Company's amended and
restated Articles of Incorporation in their entirety,
are incorporated herein by reference to Exhibit 3(i)
to the Company's Annual Report on Form 10-K for the
fiscal year ended April 27, 1994.
3(ii) The Company's By-Laws, as amended effective
September 8, 1999 are incorporated herein by reference to
Exhibit 3 to the Company's Quarterly Report on Form
10-Q for the three months ended July 28, 1999.
4. Except as set forth below, there are no instruments
with respect to long-term debt of the Company that involve
indebtedness or securities authorized thereunder
exceeding 10 percent of the total assets of the
Company on a consolidated basis. The Company agrees
to file a copy of any instrument or agreement
defining the rights of holders of long-term debt of
the Company upon request of the Securities and
Exchange Commission.

(a) The Indenture between the Company and The First
National Bank of Chicago dated as of July 15, 1992 is
incorporated herein by reference to Exhibit 4(a) to
the Company's Registration Statement on Form S-3
(Reg. No. 333-48017) and the supplements to such
Indenture are incorporated herein by reference to the
Company's Form 8-Ks dated January 27, 1993, March 25,
1998 and July 16, 1998 relating to the Company's
$200,000,000 6 7/8% Notes due 2003, $300,000,000 6%
Notes due 2008 and $250,000,000 6.375% Debentures due
2028, respectively.
(i) The Supplement dated May 3, 2001 to the Indenture
between the Company and The First National Bank of Chicago
dated as of July 15, 1992 is incorporated herein
by reference to Exhibit 4(a)(i) of the Company's
Form 10-K for the fiscal year ended May 2, 2001.
(b) The Indenture between the Company and Bank One,
National Association dated November 6, 2000, is incorporated
herein by reference to Exhibit 4 to the Company's
Quarterly Report on Form 10-Q for the nine months
ended January 31, 2001.
(i) The Supplement dated May 3, 2001 to the Indenture
between the Company and Bank One, National Association dated
as of November 6, 2000 is incorporated herein by
reference to Exhibit 4(b)(i) of the Company's
Form 10-K for the fiscal year ended May 2, 2001.
(c) The Indenture among the Company, H.J. Heinz Finance
Company, and Bank One, National Association dated as of July
6, 2001 relating to the H. J. Heinz Finance Company's
$750,000,000 6.625% Guaranteed Notes due 2011,
$700,000,000 6.00% Guaranteed Notes due 2012 and
$550,000,000 6.75% Guaranteed Notes due 2032.
(d) The Certificate of Designations, Preferences and
Rights of Voting Cumulative Preferred Stock, Series A of H.
J. Heinz Finance Company is incorporated herein by
reference to Exhibit 4 of the Company's Quarterly
Report on Form 10-Q for the three months ended August
1, 2001.
10(a) Management contracts and compensatory plans:
(i) 1986 Deferred Compensation Program for H. J. Heinz
Company and affiliated companies, as amended and restated in
its entirety effective December 6, 1995, is
incorporated herein by reference to Exhibit 10(c)(i)
to the Company's Annual Report on Form 10-K for the
fiscal year ended May 1, 1995.
(ii) H. J. Heinz Company 1984 Stock Option Plan, as
amended, is incorporated herein by reference to Exhibit
10(n) to the Company's Annual Report on Form 10-K
for the fiscal year ended May 2, 1990.
(iii) H. J. Heinz Company 1987 Stock Option Plan, as
amended, is incorporated herein by reference to Exhibit
10(o) to the Company's Annual Report on Form 10-K
for the fiscal year ended May 2, 1990.
(iv) H. J. Heinz Company 1990 Stock Option Plan is
incorporated herein by reference to Appendix A to the
Company's Proxy Statement dated August 3, 1990.
(v) H. J. Heinz Company 1994 Stock Option Plan is
incorporated herein by reference to Appendix A to the
Company's Proxy Statement dated August 5, 1994.
(vi) H. J. Heinz Company Supplemental Executive Retirement
Plan, as amended, is incorporated herein by reference to
Exhibit 10(c)(ix) to the Company's Annual Report on
Form 10-K for the fiscal year ended April 28, 1993.

(vii) H. J. Heinz Company Executive Deferred Compensation Plan (as amended and restated on December 27,
2001).
(viii) H. J. Heinz Company Incentive Compensation Plan is incorporated herein by reference to Appendix B
to the Company's Proxy Statement dated August 5, 1994.
(ix) H. J. Heinz Company Stock Compensation Plan for Non-Employee Directors is incorporated herein by
reference to Appendix A to the Company's Proxy Statement dated August 3, 1995.
(x) H. J. Heinz Company 1996 Stock Option Plan is incorporated herein by reference to Appendix A to
the Company's Proxy Statement dated August 2, 1996.
(xi) H. J. Heinz Company Deferred Compensation Plan for Directors is incorporated herein by reference
to Exhibit 10(a)(xiii) to the Company's Annual Report on Form 10-K for the fiscal year ended April
29, 1998.
(xii) H. J. Heinz Company Global Stock Purchase Plan is incorporated herein by reference to Appendix A
to the Company's Proxy Statement dated August 3, 1999.
(xiii) Form of Severance Protection Agreement is incorporated herein by reference to Exhibit 10(a)(xiv)
to the Company's Annual Report on Form 10-K for the fiscal year ended May 3, 2000.
(xiv) H. J. Heinz Company 2000 Stock Option Plan is incorporated herein by reference to Appendix A to
the Company's Proxy Statement dated August 4, 2000.
(xv) H. J. Heinz Company Executive Estate Life Insurance Program.
(xvi) H. J. Heinz Company Restricted Stock Recognition Plan for Salaried Employees.
(xvii) Retirement Agreement for Mr. Williams.
(xviii) Retirement Agreement for Mr. Wamhoff.
12. Computation of Ratios of Earnings to Fixed Charges.
13. Pages 27 through 74 of the H. J. Heinz Company Annual Report to Shareholders for the fiscal year
ended May 1, 2002, portions of which are incorporated herein by reference. Those portions of the
Annual Report to Shareholders that are not incorporated herein by reference shall not be deemed to
be filed as a part of this Report.
21. Subsidiaries of the Registrant.
23. The following Exhibit is filed by incorporation by reference to Item 14(a)(2) of this Report:
(a) Consent of PricewaterhouseCoopers LLP.
24. Powers-of-attorney of the Company's directors.
99. Consolidated and combined financial statements of H. J. Heinz Finance Company and subsidiaries as of
May 1, 2002 and May 2, 2001 and for the three years in the period ended May 1, 2002.
Copies of the exhibits listed above will be furnished upon request to holders or beneficial holders of
any class of the Company's stock, subject to payment in advance of the cost of reproducing the exhibits
requested.

(b) There have been no reports filed on Form 8-K during the last fiscal
quarter of the period covered by this Report.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized, on July 29, 2002.

H. J. HEINZ COMPANY
(Registrant)

By: /s/ ARTHUR WINKLEBLACK
.................................................
ARTHUR WINKLEBLACK
Executive Vice President and Chief
Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated, on July 29, 2002.

Signature Capacity
--------- --------

/s/ WILLIAM R. JOHNSON Chairman, President and
............................................ Chief Executive Officer
WILLIAM R. JOHNSON (Principal Executive Officer)

/s/ ARTHUR WINKLEBLACK Executive Vice President and
............................................ Chief Financial Officer
ARTHUR WINKLEBLACK (Principal Financial Officer)

/s/ BRUNA GAMBINO Corporate Controller
............................................ (Principal Accounting Officer)
BRUNA GAMBINO

William R. Johnson Director
Nicholas F. Brady Director
Mary C. Choksi Director
Leonard S. Coleman, Jr. Director
Peter H. Coors Director
Edith E. Holiday Director
Samuel C. Johnson Director
Candace Kendle Director
Dean R. O'Hare Director
Thomas J. Usher Director
David R. Williams Director

James M. Zimmerman Director
By
/s/ ARTHUR WINKLEBLACK
........................................

ARTHUR WINKLEBLACK
Attorney-in-Fact

REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE

To the Shareholders of
H. J. Heinz Company:

Our audits of the consolidated financial statements referred to in our
report dated June 13, 2002, appearing in the 2002 Annual Report to Shareholders
of H. J. Heinz Company and Subsidiaries (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the financial statement schedule listed in Item
14(a)(2) of this Form 10-K. In our opinion, this financial statement schedule
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.

/s/ PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
June 13, 2002

------------------------

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 2-51719, 33-32563, 33-42015, 33-55777, 33-62623,
333-13849, 333-87419 and 333-49728) of H. J. Heinz Company and Subsidiaries of
our report dated June 13, 2002 relating to the financial statements, which
appears in the 2002 Annual Report to Shareholders, which is incorporated in this
Annual Report on Form 10-K. We also consent to the incorporation by reference of
our report dated June 13, 2002 relating to the financial statement schedule,
which appears in this Form 10-K.

/s/ PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
July 26, 2002

SCHEDULE II

H. J. HEINZ COMPANY AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FISCAL YEARS ENDED MAY 1, 2002, MAY 2, 2001 AND MAY 3, 2000
(THOUSANDS OF DOLLARS)

Additions
----------------------
Balance at Charged to Charged Balance at
beginning costs and to other end of
Description of period expenses accounts Deductions period
----------- ---------- ---------- --------- ---------- ----------

Fiscal year ended May 1, 2002:
Reserves deducted in the balance sheet from
the assets to which they apply:
Receivables............................... $ 15,075 $11,094 $-- $ 6,820(1) $ 19,349
======== ======= == ======= ========
Investments, advances and other assets.... $ 1,114 $ -- $-- $ 490 $ 624
======== ======= == ======= ========
Deferred tax assets (2)................... $ 60,298 $50,392 $-- $10,332 $100,358
======== ======= == ======= ========
Fiscal year ended May 2, 2001:
Reserves deducted in the balance sheet from
the assets to which they apply:
Receivables............................... $ 18,697 $ 9,162 $-- $12,784(1) $ 15,075
======== ======= == ======= ========
Investments, advances and other assets.... $ 1,597 $ -- $-- $ 483 $ 1,114
======== ======= == ======= ========
Deferred tax assets (3)................... $ 75,109 $ 8,121 $-- $22,932 $ 60,298
======== ======= == ======= ========
Fiscal year ended May 3, 2000:
Reserves deducted in the balance sheet from
the assets to which they apply:
Receivables............................... $ 21,633 $ 3,986 $-- $ 6,922(1) $ 18,697
======== ======= == ======= ========
Investments, advances and other assets.... $ 1,876 $ -- $-- $ 279 $ 1,597
======== ======= == ======= ========
Deferred tax assets (4)................... $ 40,811 $49,173 $-- $14,875 $ 75,109
======== ======= == ======= ========

NOTES:

(1) Principally reserves on assets sold, written-off or reclassified.

(2) The net change in the valuation allowance for deferred tax assets was an
increase of $40.1 million. The increase was due to increases in the
valuation allowance related to additional deferred tax assets for foreign
tax credit carryforward ($36.8 million) and loss carryforwards ($13.6
million). The increase was partially offset by decreases in the valuation
allowance related to reduction in deferred tax assets for loss carryforwards
($10.3 million). See Note 5 to the Consolidated Financial Statements on
pages 62 and 63 of the Company's Annual Report to Shareholders for the
fiscal year ended May 1, 2002.

(3) The net change in the valuation allowance for deferred tax assets was a
decrease of $14.8 million. The decrease was due to reductions in the
valuation allowance related to deferred tax assets for foreign tax credit
carryforward ($11.0 million) and loss carryforwards ($11.9 million). The
decrease was partially offset by an increase in the valuation allowance
related to deferred tax assets for loss carryforwards ($8.1 million). See
Note 5 to the Consolidated Financial Statements on pages 56 and 57 of the
Company's Annual Report to Shareholders for the fiscal year ended May 2,
2001.

(4) The net change in the valuation allowance for deferred tax assets was an
increase of $34.3 million. The increase was due to increases in the
valuation allowance related to additional deferred tax assets for foreign
tax credit carryforward ($34.3 million) and loss carryforwards ($14.8
million). The increase was partially offset by decreases in the valuation
allowance related to reduction in deferred tax assets for loss carryforwards
($14.8 million). See Note 5 to the Consolidated Financial Statements on
pages 58 and 59 of the Company's Annual Report to Shareholders for the
fiscal year ended May 3, 2000.

EXHIBIT INDEX

DESCRIPTION OF EXHIBIT
------------------------------------------------------------

Exhibits required to be filed by Item 601 of Regulation S-K
are listed below. Documents not designated as being
incorporated herein by reference are filed herewith. The
paragraph numbers correspond to the exhibit numbers
designated in Item 601 of Regulation S-K.

3(i) The Company's Articles of Amendment dated July 13,
1994, amending and restating the Company's amended and
restated Articles of Incorporation in their entirety,
are incorporated herein by reference to Exhibit 3(i)
to the Company's Annual Report on Form 10-K for the
fiscal year ended April 27, 1994.
3(ii) The Company's By-Laws, as amended effective
September 8, 1999, are incorporated herein by reference to
Exhibit 3 to the Company's Quarterly Report on Form
10-Q for the three months ended July 28, 1999.
4. Except as set forth below, there are no instruments
with respect to long-term debt of the Company that involve
indebtedness or securities authorized thereunder
exceeding 10 percent of the total assets of the
Company on a consolidated basis. The Company agrees
to file a copy of any instrument or agreement
defining the rights of holders of long-term debt of
the Company upon request of the Securities and
Exchange Commission.
(a) The Indenture between the Company and The First
National Bank of Chicago dated as of July 15, 1992 is
incorporated herein by reference to Exhibit 4(a) to
the Company's Registration Statement on Form S-3
(Reg. No. 333-48017) and the supplements to such
Indenture are incorporated herein by reference to the
Company's Form 8-Ks dated January 27, 1993, March 25,
1998 and July 16, 1998 relating to the Company's
$200,000,000 6 7/8% Notes due 2003, $300,000,000 6%
Notes due 2008 and $250,000,000 6.375% Debentures due
2028, respectively.
(i) The Supplement dated May 3, 2001 to the Indenture
between the Company and The First National Bank of Chicago
dated as of July 15, 1992 is incorporated herein
by reference to Exhibit 4(a)(i) of the Company's
Form 10-K for the fiscal year ended May 2, 2001.
(b) The Indenture between the Company and Bank One,
National Association dated November 6, 2000, is incorporated
herein by reference to Exhibit 4 to the Company's
Quarterly Report on Form 10-Q for the nine months
ended January 31, 2001.
(i) The Supplement dated May 3, 2001 to the Indenture
between the Company and Bank One, National Association dated
as of November 6, 2000 is incorporated herein by
reference to Exhibit 4(b)(i) of the Company's
Form 10-K for the fiscal year ended May 2, 2001.
(c) The Indenture among the Company, H.J. Heinz Finance
Company and Bank One, National Association dated as of July
6, 2001 relating to the H. J. Heinz Finance Company's
$750,000,000 6.625% Guaranteed Notes due 2011,
$700,000,000 6.00% Guaranteed Notes due 2012 and
$550,000,000 Guaranteed Notes due 2032.

DESCRIPTION OF EXHIBIT
------------------------------------------------------------

(d) The Certificate of Designations, Preferences and
Rights of Voting Cumulative Preferred Stock, Series A of H.
J. Heinz Finance Company is incorporated herein by
reference to Exhibit 4 of the Company's Quarterly
Report on Form 10-Q for the three months ended August
1, 2001.
10(a) Management contracts and compensatory plans:
(i) 1986 Deferred Compensation Program for H. J. Heinz
Company and affiliated companies, as amended and restated in
its entirety effective December 6, 1995, is
incorporated herein by reference to Exhibit 10(c)(i)
to the Company's Annual Report on Form 10-K for the
fiscal year ended May 1, 1995.
(ii) H. J. Heinz Company 1984 Stock Option Plan, as
amended, is incorporated herein by reference to Exhibit
10(n) to the Company's Annual Report on Form 10-K
for the fiscal year ended May 2, 1990.
(iii) H. J. Heinz Company 1987 Stock Option Plan, as
amended, is incorporated herein by reference to Exhibit
10(o) to the Company's Annual Report on Form 10-K
for the fiscal year ended May 2, 1990.
(iv) H. J. Heinz Company 1990 Stock Option Plan is
incorporated herein by reference to Appendix A to the
Company's Proxy Statement dated August 3, 1990.
(v) H. J. Heinz Company 1994 Stock Option Plan is
incorporated herein by reference to Appendix A to the
Company's Proxy Statement dated August 5, 1994.
(vi) H. J. Heinz Company Supplemental Executive Retirement
Plan, as amended, is incorporated herein by reference to
Exhibit 10(c)(ix) to the Company's Annual Report on
Form 10-K for the fiscal year ended April 28, 1993.
(vii) H. J. Heinz Company Executive Deferred Compensation
Plan (as amended and restated on December 27, 2001).
(viii) H. J. Heinz Company Incentive Compensation Plan is
incorporated herein by reference to Appendix B to the
Company's Proxy Statement dated August 5, 1994.
(ix) H. J. Heinz Company Stock Compensation Plan for
Non-Employee Directors is incorporated herein by reference
to Appendix A to the Company's Proxy Statement dated
August 3, 1995.
(x) H. J. Heinz Company 1996 Stock Option Plan is
incorporated herein by reference to Appendix A to the
Company's Proxy Statement dated August 2, 1996.
(xi) H. J. Heinz Company Deferred Compensation Plan for
Directors is incorporated herein by reference to Exhibit
10(a)(xiii) to the Company's Annual Report on Form
10-K for the fiscal year ended April 29, 1998.
(xii) H. J. Heinz Company Global Stock Purchase Plan is
incorporated herein by reference to Appendix A to the
Company's Proxy Statement dated August 3, 1999.
(xiii) Form of Severance Protection Agreement is
incorporated herein by reference to Exhibit 10(a)(xiv) for
the fiscal year ended May 3, 2000.

DESCRIPTION OF EXHIBIT
------------------------------------------------------------

(xiv) H. J. Heinz Company 2000 Stock Option Plan is
incorporated herein by reference to Appendix A to the
Company's Proxy Statement dated August 4, 2000.
(xv) H. J. Heinz Company Executive Estate Life Insurance
Program.
(xvi) H. J. Heinz Company Restricted Stock Recognition Plan
for Salaried Employees.
(xvii) Retirement Agreement for Mr. Williams.
(xviii) Retirement Agreement for Mr. Wamhoff.
12. Computation of Ratios of Earnings to Fixed Charges.
13. Pages 27 through 74 of the H. J. Heinz Company Annual
Report to Shareholders for the fiscal year ended May 1,
2002, portions of which are incorporated herein by
reference. Those portions of the Annual Report to
Shareholders that are not incorporated herein by
reference shall not be deemed to be filed as a part of
this Report.
21. Subsidiaries of the Registrant.
23. The following Exhibit is filed by incorporation by
reference to Item 14(a)(2) of this Report:
(a) Consent of PricewaterhouseCoopers LLP.
24. Powers-of-attorney of the Company's directors.
99. Consolidated and combined financial statements of H. J.
Heinz Finance Company and subsidiaries as of May 1, 2002 and
May 2, 2001 and for the three years in the period ended
May 1, 2002.