SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 2829, ~~2014~~2015



¨		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 333-194441

H. J. HEINZ CORPORATION II

(Exact name of registrant as specified in its charter)

Delaware		46-2246679
DELAWARE		46-2246679
(State or other jurisdiction ofincorporation or organization)		(I.R.S. EmployerIdentification No.)
One PPG Place, Pittsburgh, Pennsylvania(Address of Principal Executive Offices)		15222(Zip Code)

Registrant’s telephone number, including area code: (412) 456-5700

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 whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes X No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer _	Accelerated filer _	Non-accelerated filer X	Smaller reporting company _
		(Do not check if a smaller reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X

The number of shares of the Registrant’s Common Stock, $0.01 par value per share, outstanding as of ~~September~~March 2829, ~~2014~~2015 was 1,000 shares.

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements and Supplementary Data

H. J. HEINZ CORPORATION II AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ~~OPERATIONS~~INCOME

	Successor
	First Quarter Ended
	June 30 - September 28, 2014			June 24 - September 22, 2013
	March 29, 2015			March 30, 2014
	(13 weeks)			(13 weeks)
	(Unaudited)
	(In thousands)
Sales	$	2,~~593~~477,~~885~~920		$	2,~~646~~800,~~577~~159
Cost of products sold	1,~~677~~501,~~862~~761			1,~~986~~845,~~414~~560
Gross profit	~~916~~976,~~023~~159			~~660~~954,~~163~~599
Selling, general and administrative expenses	~~506~~460,~~896~~569			~~571~~521,~~859~~175
Merger related costs	—7,089			~~97,798~~—
Operating income/(loss)	409,127			(9,494		)
Operating income	508,501			433,424
Interest income	9,~~198~~804			65,~~250~~470
Interest expense	~~166~~200,~~667~~777			~~167~~168,~~161~~595
Other expense, net	(37,450		)	(9,819		)
Other income/(expense), net	29,231			(21,200		)
Income/(loss) from continuing operations before income taxes	214,208			(180,224		)
Income before income taxes	346,759			249,099
Provision for/(benefit from) income taxes	40,227			(175,729		)
Provision for income taxes	67,550			50,614
Income/(loss) from continuing operations	173,981			(4,495		)
Net income	279,209			198,485
Loss from discontinued operations, net of tax	—			(4,909		)
Less: Net income attributable to the noncontrolling interest	2,778			3,283
Net income/(loss)	173,981			(9,404		)
Net income attributable to H. J. Heinz Corporation II	$	276,431		$	195,202
Less: Net income attributable to the noncontrolling interest	2,363			2,363
Net income/(loss) attributable to H. J. Heinz Corporation II	$	171,618		$	(11,767	)
Amounts attributable to H. J. Heinz Corporation II common shareholders:
Income/(loss) from continuing operations, net of tax	171,618			(6,858		)
Loss from discontinued operations, net of tax	—			(4,909		)
Net income/(loss)	$	171,618		$	(11,767	)

See Notes to Condensed Consolidated Financial Statements.

_______________________________________

H. J. HEINZ CORPORATION II AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ~~OPERATIONS~~COMPREHENSIVE INCOME

	Successor						Predecessor
	First Quarter Ended
	December 30, 2013 - September 28, 2014			February 8 - September 22, 2013			December 24, 2012 - June 7, 2013
	March 29, 2015			March 30, 2014
	(39 weeks)			(15 weeks)			(24 weeks)
	(Unaudited)
	(Unaudited)
	(In thousands)
	(In thousands)
Net income	$	279,209		$	198,485
Sales	$	8,122,481		$	3,150,003		$	5,203,698
Other comprehensive income/(loss), net of tax:
Cost of products sold	5,368,258			2,437,138			3,316,896
Foreign currency translation adjustments	(794,192		)	113,447
Gross profit	2,754,223			712,865			1,886,802
Net deferred gains/(losses) on net investment hedges from periodic revaluations	432,089			(115,446		)
Selling, general and administrative expenses	1,539,209			680,598			1,125,466
Net pension and post-retirement benefit (losses)/gains	(1,230		)	—
Merger related costs	—			153,791			157,002
Reclassification of net pension and post-retirement benefit (gains)/losses to net income	(315		)	(994		)
Operating income/(loss)	1,215,014			(121,524		)	604,334
Net deferred (losses)/gains on cash flow hedges from periodic revaluations	(66,543		)	(59,609		)
Interest income	21,665			7,260			10,213
Net deferred losses/(gains) on cash flow hedges reclassified to earnings	1,027			(2,795		)
Interest expense	503,601			227,230			130,413
Total comprehensive (loss)/income	(149,955		)	133,088
Unrealized gain on derivative instruments	—			117,934			—
Comprehensive (income)/loss attributable to the noncontrolling interest	(11,109		)	10,618
Other expense, net	(101,241		)	(8,928		)	(182,618		)
Comprehensive (loss)/income attributable to H. J. Heinz Corporation II	$	(138,846	)	$	122,470
Income/(loss) from continuing operations before income taxes	631,837			(232,488		)	301,516
Provision for/(benefit from) income taxes	124,851			(186,856		)	160,166
Income/(loss) from continuing operations	506,986			(45,632		)	141,350
Loss from discontinued operations, net of tax	—			(4,909		)	(39,663		)
Net income/(loss)	506,986			(50,541		)	101,687
Less: Net income attributable to the noncontrolling interest	13,449			2,370			6,685
Net income/(loss) attributable to H. J. Heinz Corporation II	$	493,537		$	(52,911	)	$	95,002
Amounts attributable to H. J. Heinz Corporation II common shareholders:
Income/(loss) from continuing operations, net of tax	493,537			(48,002		)	$	134,665
Loss from discontinued operations, net of tax	—			(4,909		)	(39,663		)
Net income/(loss)	$	493,537		$	(52,911	)	$	95,002

See Notes to Condensed Consolidated Financial Statements.

_______________________________________

H. J. HEINZ CORPORATION II AND SUBSIDIARIES

CONDENSED CONSOLIDATED ~~STATEMENTS~~BALANCE ~~OF COMPREHENSIVE INCOME/(LOSS)~~SHEETS

	Successor
	March 29, 2015			December 28, 2014
	June 30 - September 28, 2014			June 24 - September 22, 2013
	(Unaudited)
	(In thousands)
Net income/(loss)	$	173,981		$	(9,404	)
Assets
Other comprehensive (loss)/income, net of tax:
Current Assets:
Foreign currency translation adjustments	(444,255		)	288,007
Cash and cash equivalents	$	1,899,184		$	2,298,677
Net pension and post retirement benefit losses	(25,481		)	—
Trade receivables, net	818,236			850,617
Reclassification of net pension and post-retirement benefit gains to net income	(986		)	—
Other receivables, net	293,617			383,729
Net deferred gains/(losses) on derivatives from periodic revaluations	23,099			(3,323		)
Inventories:
Net deferred losses/(gains) on derivatives reclassified to earnings	3,865			(1,219		)
Finished goods and work-in-process	996,285			961,782
Total comprehensive (loss)/income	(269,777		)	274,061
Packaging material and ingredients	236,098			222,514
Comprehensive income attributable to the noncontrolling interest	1,796			7,785
Total inventories	1,232,383			1,184,296
Comprehensive (loss)/income attributable to H. J. Heinz Corporation II	$	(267,981	)	$	281,846
Prepaid expenses	164,163			139,458
Other current assets	70,215			58,462
Total current assets	4,477,798			4,915,239
Property, plant and equipment	2,736,791			2,796,081
Less accumulated depreciation	470,911			430,714
Total property, plant and equipment, net	2,265,880			2,365,367
Goodwill	14,587,570			14,958,565
Trademarks, net	11,108,910			11,454,558
Other intangibles, net	1,667,089			1,732,594
Other non-current assets	2,185,117			1,336,418
Total other non-current assets	29,548,686			29,482,135
Total assets	$	36,292,364		$	36,762,741

See Notes to Condensed Consolidated Financial Statements.

_______________________________________

H. J. HEINZ CORPORATION II AND SUBSIDIARIES

CONDENSED CONSOLIDATED ~~STATEMENTS~~BALANCE ~~OF COMPREHENSIVE INCOME/(LOSS)~~SHEETS

	Nine Months Ended
	March 29, 2015			December 28, 2014
	Successor						Predecessor
	(Unaudited)
	December 30, 2013 - September 28, 2014			February 8 - September 22, 2013			December 24, 2012 - June 7, 2013
	(In thousands)
	(Unaudited)
Liabilities and Equity
	(In thousands)
Current Liabilities:
Net income/(loss)	$	506,986		$	(50,541	)	$	101,687
Short-term debt	$	628		$	58,575
Other comprehensive income/(loss), net of tax:
Portion of long-term debt due within one year	10,145			11,326
Foreign currency translation adjustments	(309,312		)	120,521			(236,495		)
Trade payables	1,498,953			1,651,134
Net pension and post retirement benefit losses	(53,366		)	—			(189,294		)
Other payables	117,571			203,047
Reclassification of net pension and post-retirement benefit (gains)/losses to net income	(2,965		)	—			26,867
Accrued interest	165,853			166,717
Net deferred (losses)/gains on derivatives from periodic revaluations	(136,221		)	103,979			(4,978		)
Accrued marketing	259,361			297,253
Net deferred (gains)/losses on derivatives reclassified to earnings	(193		)	(1,219		)	22,674
Other accrued liabilities	413,310			472,658
Total comprehensive income/(loss)	4,929			172,740			(279,539		)
Income taxes	64,755			231,714
Comprehensive (loss)/income attributable to the noncontrolling interest	(11,906		)	13,451			(1,635		)
Total current liabilities	2,530,576			3,092,424
Comprehensive (loss)/income attributable to H. J. Heinz Corporation II	$	(6,977	)	$	186,191		$	(281,174	)
Long-term debt	13,616,269			13,584,987
Deferred income taxes	4,038,728			3,866,503
Non-pension postretirement benefits	191,315			197,174
Other non-current liabilities	553,255			335,610
Total long-term liabilities	18,399,567			17,984,274
Redeemable noncontrolling interest	21,152			29,282
Equity:
Capital stock	15,997,578			15,997,578
Additional capital	24,837			13,751
Retained earnings	96,431			—
Accumulated other comprehensive income	(988,763		)	(573,486		)
Total H. J. Heinz Corporation II shareholder equity	15,130,083			15,437,843
Noncontrolling interest	210,986			218,918
Total equity	15,341,069			15,656,761
Total liabilities and equity	$	36,292,364		$	36,762,741

See Notes to Condensed Consolidated Financial Statements.

_______________________________________

H. J. HEINZ CORPORATION II AND SUBSIDIARIES

CONDENSED CONSOLIDATED ~~BALANCE~~STATEMENTS ~~SHEETS~~OF CASH FLOWS

	Successor
	First Quarter Ended
	September 28, 2014			December 29, 2013
	March 29, 2015			March 30, 2014
	(Unaudited)
	(In thousands)
Assets
Cash Flows from Operating Activities:
Current Assets:
Net income	$	279,209		$	198,485
Cash and cash equivalents	$	2,854,109		$	2,458,992
Adjustments to reconcile net income to cash provided by operating activities:
Trade receivables, net	812,038			1,099,655
Depreciation	65,317			147,220
Other receivables, net	320,513			244,528
Amortization	24,606			24,117
Inventories:
Amortization of deferred debt issuance costs	9,828			12,200
Finished goods and work-in-process	1,185,658			1,138,373
Deferred tax benefit	(48,098		)	14,059
Packaging material and ingredients	226,652			297,023
Pension contributions	(15,008		)	(29,030		)
Total inventories	1,412,310			1,435,396
Other items, net	21,501			12,504
Prepaid expenses	150,743			145,096
Changes in current assets and liabilities:
Other current assets	86,265			60,458
Receivables (includes proceeds from securitization)	(17,864		)	(4,321		)
Total current assets	5,635,978			5,444,125
Inventories	(96,434		)	(24,916		)
Property, plant and equipment	2,833,856			2,829,491
Prepaid expenses and other current assets	(42,505		)	3,657
Less accumulated depreciation	432,154			165,999
Accounts payable	(63,285		)	41,340
Total property, plant and equipment, net	2,401,702			2,663,492
Accrued liabilities	(75,461		)	(106,478		)
Goodwill	15,167,591			15,070,062
Income taxes	(125,226		)	12,533
Trademarks, net	11,776,307			12,130,873
Cash (used for)/provided by operating activities	(83,420		)	301,370
Other intangibles, net	1,906,351			2,358,781
Cash Flows from Investing Activities:
Other non-current assets	1,167,487			1,305,015
Capital expenditures	(53,387		)	(61,583		)
Total other non-current assets	30,017,736			30,864,731
Proceeds from disposals of property, plant and equipment	3,182			19,242
Total assets	$	38,055,416		$	38,972,348
Other items, net	828			(626		)
Cash used for investing activities	(49,377		)	(42,967		)
Cash Flows from Financing Activities:
Payments on long-term debt	(1,961,543		)	(24,648		)
Proceeds from long-term debt	2,000,000			—
Debt issuance costs	(16,350		)	—
Net payments on short-term debt	(55,886		)	(12,565		)
Dividends	(180,000		)	(180,000		)
Other items, net	—			466
Cash used for financing activities	(213,779		)	(216,747		)
Effect of exchange rate changes on cash and cash equivalents	(52,917		)	14,584
Net (decrease)/increase in cash and cash equivalents	(399,493		)	56,240
Cash and cash equivalents at beginning of period	2,298,677			2,458,992
Cash and cash equivalents at end of period	$	1,899,184		$	2,515,232

See Notes to Condensed Consolidated Financial Statements.

_______________________________________

H. J. HEINZ CORPORATION II AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	Successor
	September 28, 2014			December 29, 2013
	(Unaudited)
	(In thousands)
Liabilities and Equity
Current Liabilities:
Short-term debt	$	904		$	143,689
Portion of long-term debt due within one year	108,538			107,765
Trade payables	1,394,231			1,192,074
Other payables	117,446			148,193
Accrued interest	173,981			172,340
Accrued trade promotions and marketing	329,673			370,329
Other accrued liabilities	514,562			588,281
Income taxes	265,987			202,188
Total current liabilities	2,905,322			2,924,859
Long-term debt	14,530,430			14,617,646
Deferred income taxes	3,954,374			4,160,903
Non-pension postretirement benefits	191,386			196,372
Other non-current liabilities	457,321			529,425
Total long-term liabilities	19,133,511			19,504,346
Redeemable noncontrolling interest	29,315			29,885
Equity:
Capital stock	16,016,516			16,140,000
Additional capital	11,950			1,427
Accumulated deficit	—			(77,021		)
Accumulated other comprehensive (loss)/income	(267,504		)	233,010
Total H. J. Heinz Corporation II shareholder equity	15,760,962			16,297,416
Noncontrolling interest	226,306			215,842
Total equity	15,987,268			16,513,258
Total liabilities and equity	$	38,055,416		$	38,972,348

See Notes to Condensed Consolidated Financial Statements.

_______________________________________

H. J. HEINZ CORPORATION II AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Successor						Predecessor
	December 30, 2013 - September 28, 2014			February 8 - September 22, 2013			December 24, 2012 - June 7, 2013
	(39 weeks)			(15 weeks)			(24 weeks)
	(Unaudited) (In thousands)
Cash Flows from Operating Activities:
Net income/(loss)	$	506,986		$	(50,541	)	$	101,687
Adjustments to reconcile net income to cash provided by/ (used for) operating activities:
Depreciation	354,298			85,110			143,516
Amortization	74,324			22,256			21,044
Amortization of deferred debt related costs	33,976			14,831			18,494
Inventory fair value step-up charged to cost of products sold	—			383,300			—
Deferred taxes	(139,607		)	(166,666		)	(47,655		)
Net loss on divestitures	—			1,955			34,616
Pension contributions	(59,418		)	(93,095		)	(28,281		)
Impairment loss on indefinite-lived trademarks	61,774			—			—
Unrealized gain on derivative instruments	—			(117,934		)	—
Other items, net	113,284			(4,746		)	71,496
Changes in current assets and liabilities, excluding effects of acquisitions and divestitures:
Receivables (includes proceeds from securitization)	103,351			(6,209		)	83,062
Inventories	(26,697		)	71,552			46,306
Prepaid expenses and other current assets	(7,512		)	21,085			16,368
Accounts payable	185,175			(166,055		)	65,310
Accrued liabilities	(87,890		)	(55,692		)	124,006
Income taxes	220,237			(131,453		)	17,582
Cash provided by/(used for) operating activities	1,332,281			(192,302		)	667,551
Cash Flows from Investing Activities:
Capital expenditures	(247,450		)	(71,135		)	(291,417		)
Proceeds from disposals of property, plant and equipment	42,066			292			2,579
Proceeds from divestitures	—			25,987			—
Acquisitions, net of cash received	—			(21,494,287		)	—
Other items, net	(3,835		)	(29,568		)	30,683
Cash used for investing activities	(209,219		)	(21,568,711		)	(258,155		)
Cash Flows from Financing Activities:
Payments on long-term debt	(74,597		)	(2,645,906		)	(449,847		)
Proceeds from long-term debt	1,586			12,573,734			4,968
Debt issuance costs	—			(320,824		)	—
Net (payments)/proceeds on commercial paper and short-term debt	(11,338		)	(1,656,924		)	297,215
Dividends	(540,000		)	(180,000		)	(331,654		)
Exercise of stock options	—			—			19,387
Purchase of treasury stock	—			—			(17,762		)
Capital contributions	—			16,500,000			—
Other items, net	13,794			26,073			(3,673		)
Cash (used for)/provided by financing activities	(610,555		)	24,296,153			(481,366		)
Effect of exchange rate changes on cash and cash equivalents	(117,390		)	(3,630		)	(140,483		)
Net increase/(decrease) in cash and cash equivalents	395,117			2,531,510			(212,453		)
Cash and cash equivalents at beginning of period	2,458,992			—			2,282,420
Cash and cash equivalents at end of period	$	2,854,109		$	2,531,510		$	2,069,967

See Notes to Condensed Consolidated Financial Statements.

_______________________________________

H. J. HEINZ CORPORATION II AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


(1)	Basis of Presentation

Organization

On ~~August 1~~June 7, ~~2014~~2013, ~~the~~H. J. Heinz Company's ~~Board~~("Heinz") ofwas ~~Directors~~acquired ~~approved~~by H. J. Heinz Holding Corporation (formerly known as Hawk Acquisition Holding Corporation) (“Parent”), a ~~change~~Delaware corporation controlled by Berkshire Hathaway Inc. (“Berkshire Hathaway”) and 3G Special Situations Fund III, L.P. (“3G Capital,” and together with Berkshire Hathaway, the “Sponsors”), pursuant to the ~~Company's~~Agreement ~~name~~and ~~from~~Plan of Merger, dated February 13, 2013 (the “2013 Merger Agreement”), as amended by the Amendment to Agreement and Plan of Merger, dated March 4, 2013 (the “Amendment”), by and among Heinz, Parent and Hawk Acquisition ~~Intermediate~~Sub, ~~Corporation~~Inc., IIa Pennsylvania corporation and an indirect wholly owned subsidiary of Parent (“Merger Subsidiary”), in a transaction hereinafter referred to as the “2013 Merger.” As a result of the 2013 Merger, Merger Subsidiary merged with and into Heinz, with Heinz surviving as a wholly owned subsidiary of H. J. Heinz Corporation II (formerly Hawk Acquisition Intermediate Corporation II) ("Holdings"), which in turn is an indirect wholly owned subsidiary of Parent. Each of the Sponsors owns 425 million shares of common stock in Parent which, in turn, indirectly holds 1,000 shares of common stock in Holdings. In addition, Berkshire Hathaway has an $8.0 billion preferred stock investment in Parent which entitles it to a 9.0% annual dividend, and warrants to purchase approximately 46 million additional shares of common stock in Parent.

On June 7, 2013, H. J. Heinz Company ("Heinz") was acquired by H. J. Heinz Holding Corporation (formerly known as Hawk Acquisition Holding Corporation) (“Parent”), a Delaware corporation controlled by Berkshire Hathaway Inc. (“Berkshire Hathaway”) and 3G Special Situations Fund III, L.P. (“3G Capital,” and together with Berkshire Hathaway, the “Sponsors”), pursuant to the Agreement and Plan of Merger, dated February 13, 2013 (the “Merger Agreement”), as amended by the Amendment to Agreement and Plan of Merger, dated March 4, 2013 (the “Amendment”), by and among Heinz, Parent and Hawk Acquisition Sub, Inc., a Pennsylvania corporation and an indirect wholly owned subsidiary of Parent (“Merger Subsidiary”), in a transaction hereinafter referred to as the “Merger.” As a result of the Merger, Merger Subsidiary merged with and into Heinz, with Heinz surviving as a wholly owned subsidiary of H. J. Heinz Corporation II (formerly Hawk Acquisition Intermediate Corporation II) ("Holdings"), which in turn is an indirect wholly owned subsidiary of Parent. See Note 2 "Merger and Acquisition" for further information on the Merger.

Unless the context otherwise requires, the terms "we," "us," "our" and the "Company" refer, collectively, to Holdings, Heinz, and its subsidiaries.

The Company filed a Registration Statement on Form S-4 ("Registration Statement") for an exchange offer for the outstanding 4.25% Second Lien Senior Secured Notes due 2020, in the aggregate principal amount of $3.1 billion ("Exchange Notes"), which became effective May 7, 2014. The Exchange Notes are guaranteed fully and unconditionally, and jointly and severally, on a senior secured basis, subject to certain customary release provisions by Parent, Holdings and most of the Company's domestic subsidiaries, which guarantee our obligations under the Senior Credit Facilities (see Notes 13 and 18). As a result of the Registration Statement becoming effective on May 7, 2014, Holdings became the registrant within which Heinz is consolidated. Holdings has no operations and its Balance Sheet is comprised solely of its investment in Heinz and share capital owned by its parent, Hawk Acquisition Intermediate Corporation I.

Basis of Presentation

The Merger was accounted for as a business combination using the acquisition method of accounting in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification 805, Business Combinations. The Sponsors' cost of acquiring Heinz has been pushed down to establish a new accounting basis for the Company. Accordingly, the interim condensed consolidated financial statements ~~are~~of ~~presented~~the ~~for~~Company ~~two~~are ~~periods,~~unaudited ~~Predecessor~~ and ~~Successor,~~have ~~which~~been ~~relate~~prepared tofollowing the ~~accounting~~rules ~~periods preceding~~ and ~~succeeding~~regulations ~~the completion~~ of the ~~Merger.~~United ~~The~~States ~~Predecessor~~Securities and ~~Successor~~Exchange ~~periods~~Commission ~~have~~("SEC"). ~~been~~In ~~separated by a vertical line on~~ the ~~face~~opinion of ~~the~~management, ~~condensed~~all ~~consolidated~~adjustments, ~~financial~~which ~~statements~~are toof ~~highlight~~a ~~the~~normal ~~fact~~and ~~that~~recurring ~~the~~nature, ~~financial~~except ~~information~~those ~~for~~which ~~such~~have ~~periods has~~ been ~~prepared~~disclosed ~~under~~elsewhere ~~two~~in ~~different~~this ~~historical-cost~~Quarterly ~~bases~~Report ofon ~~accounting. The~~Form 10-Q, ~~accompanying~~necessary ~~prior~~for ~~year~~a ~~condensed~~fair ~~consolidated~~ statement of ~~operations has been revised to conform to~~ the ~~current~~financial ~~year~~position ~~presentation~~ and toresults ~~correctly~~of ~~classify~~operations ~~amortization~~ of ~~debt~~these ~~issue~~interim ~~costs~~periods, inhave ~~interest~~been ~~expense~~included. ~~resulting~~The inyear-end ancondensed ~~increase~~consolidated inbalance ~~interest~~sheet ~~expense~~data ~~and~~was aderived ~~corresponding~~from ~~decrease~~audited infinancial ~~other expense~~statements, ~~net~~but indoes ~~the~~not ~~amount~~include ofall ~~$12.3~~disclosures ~~million~~required ~~for~~by ~~the~~accounting ~~quarter~~principles ~~ended~~generally ~~September 22,~~accepted ~~2013~~in ~~and $14.8 million for~~ the ~~period~~United ~~from~~States ~~February 8,~~of ~~2013 to September 22, 2013~~America.

~~Successor~~The -results ~~the condensed consolidated financial statements as of September 28, 2014, and~~ for ~~the~~interim ~~period~~periods ~~from~~are ~~February 8,~~not ~~2013~~necessarily ~~through~~indicative ~~September 28, 2014. The accounts~~ of ~~Merger~~the ~~Subsidiary~~results ~~from inception on February 8, 2013~~ to ~~the~~be ~~date~~expected offor ~~its merger into~~ the ~~Company~~full onfiscal ~~June~~year 7,due ~~2013 were included~~ in ~~the~~part ~~Successor period from June 8, 2013~~ to ~~December~~the ~~29,~~seasonal ~~2013~~nature asof ~~presented in~~ the ~~Registration~~Company's ~~Statement~~business. onThese ~~Form~~statements ~~S-4~~should ~~which~~be ~~became~~read ~~effective May 7, 2014. The activity~~ in ~~Merger~~conjunction ~~Subsidiary~~with ~~for~~ the ~~period~~Company's ~~from~~consolidated ~~February 8,~~financial ~~2013~~statements toand ~~June~~related 7notes, ~~2013~~and ~~related~~management's ~~primarily~~discussion toand ~~the~~analysis ~~issuance~~ of ~~the~~financial ~~Exchange~~condition ~~Notes~~ and ~~recognition~~results of ~~associated~~operations ~~issuance~~as ~~costs~~of and ~~interest~~for ~~expense.~~the ~~The~~year ~~cash~~ended ~~from~~December 28, ~~the~~2014, ~~Exchange~~which ~~Notes~~appear ~~was invested~~ in athe ~~money~~Company's ~~market~~Annual ~~account~~Report ~~until~~on ~~the~~Form ~~completion~~10-K offiled ~~the Merger~~ on ~~June~~March 713, ~~2013~~2015.

~~Predecessor~~During the current quarter ended March 29, 2015, the Company recorded out-of-period corrections in the ~~condensed~~amount ~~consolidated~~of ~~financial~~foreign ~~statements~~currency translation gains and losses recorded for goodwill from the date of the ~~Company~~2013 ~~prior~~Merger tothrough December 28, 2014, as well as deferred taxes recognized in the ~~Merger~~opening balance sheet. These corrections resulted in the net reduction of total Company goodwill of $40.3 million, a reduction in related deferred tax assets of $10.6 million and a reduction in total Company accumulated other comprehensive income of $50.9 million. The net impact of these corrections on ~~June~~goodwill 7at each of the segments was reductions of $10.4 million in North America, ~~2013~~$17.5 million in Asia/Pacific, $6.1 million in Latin America and $10.0 million in RIMEA, and an increase of $3.7 million in Europe. These corrections did not have a material impact on the Company’s current and previously reported consolidated financial statements.

(2) 9Segments

~~Change~~The InCompany ~~Fiscal~~has ~~Year~~five reportable segments which are defined by geographic region including: North America, Europe, Asia/Pacific, Latin America and Russia, India, Middle East and Africa ("RIMEA").

On October 21, 2013, the Company's Board of Directors approved a change in the Company's fiscal year-end from the Sunday closest to April 30 to the Sunday closest to December 31. As a result of this change, the Company presented its Annual Report for the transition period beginning on April 29, 2013 and ending on December 29, 2013 in its Registration Statement. The Company's interim filings on Form 10-Q are now reported in accordance with the new fiscal year ending December 28, 2014.

The interim condensed consolidated financial statements of the Company are unaudited and have been prepared following the rules and regulations of the United States Securities and Exchange Commission ("SEC"). In the opinion of management, all adjustments, which are of a normal and recurring nature, except those which have been disclosed elsewhere in this Quarterly Report on Form 10-Q, necessary for a fair statement of the results of operations of these interim periods, have been included. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

The results for interim periods are not necessarily indicative of the results to be expected for the full fiscal year due in part to the seasonal nature of the Company's business. These statements should be read in conjunction with the Company's consolidated financial statements and related notes, and management's discussion and analysis of financial condition and results of operations as of and for the transition period ended December 29, 2013, which appear in the Company's Registration Statement on Form S-4 which became effective May 7, 2014.

(2) Merger and Acquisition

The total consideration paid in connection with the Merger was approximately $28.75 billion, including the assumption of Heinz's outstanding debt. The allocation of consideration to the net tangible and intangible assets acquired and liabilities assumed in the Merger reflects fair value estimates based on management analysis, including work performed by third-party valuation specialists.

The following is a summary of the final allocation of the purchase price of the Merger to the estimated fair values of assets acquired and liabilities assumed in the transaction:

	(In thousands)
Cash (including excess cash from Parent)	$	3,223,588
Other current assets	3,734,558
Property, plant and equipment	2,685,880
Trademark and other intangibles	13,914,059
Other non-current assets	675,998
Trade and other payables	(2,741,809		)
Long term debt	(3,021,656		)
Deferred income tax liabilities	(4,055,544		)
Non-pension postretirement benefits and other noncurrent liabilities	(670,822		)
Redeemable non controlling interest and non controlling interest	(258,008		)
Net assets acquired	13,486,244
Goodwill on acquisition	15,266,720
Total consideration pushed down from Parent	28,752,964
Debt repayment and associated costs	(3,976,847		)
Excess cash from Parent	(1,153,621		)
Other transaction related costs	(58,242		)
Total consideration paid to Predecessor shareholders	23,564,254
Cash and cash equivalents of Predecessor at June 7, 2013	(2,069,967		)
Acquisition of business, net of cash on hand	$	21,494,287

Subsequent to December 29, 2013, the Company made measurement period adjustments to the preliminary purchase price allocation primarily reflecting (1) a decrease in indefinite-lived trademarks of approximately $492.9 million, (2) an increase in long term deferred income tax assets of $24.0 million, (3) a decrease in long term deferred tax liabilities of $165.8 million, (4) a reduction in current income taxes payable of $58.6 million and (5) an increase in goodwill of approximately $249.9 million. These measurement period adjustments were made to reflect facts and circumstances existing as of the acquisition date, and did not result from intervening events subsequent to the acquisition date. These adjustments did not have a significant impact on the Company’s previously reported consolidated financial statements and, therefore, the Company has not retrospectively adjusted those financial statements.

The total non tax deductible goodwill relating to the Merger is $15.27 billion. The goodwill recognized relates principally to Heinz's established global organization, reputation and strategic positioning.

In the Successor period from February 8, 2013 to September 22, 2013, the Company incurred $153.8 million of Merger related costs, consisting mostly of professional fees. These amounts are separately reflected in Merger related costs in the accompanying condensed consolidated statement of operations.

In the Predecessor period from December 24, 2012 to June 7, 2013, the Company incurred $157.0 million of Merger related costs, including $48.1 million resulting from the acceleration of expense for stock options, restricted stock units and other compensation plans pursuant to the existing change in control provisions of those plans, and the remainder in professional fees. These amounts are separately reflected in Merger related costs in the accompanying condensed consolidated statements of operations for the Predecessor period. The Company also recorded a loss from the extinguishment of debt in the Predecessor periods presented of approximately $129.4 million for debt required to be repaid upon closing as a result of the change in control which is reflected in other expense, net, in the accompanying condensed consolidated statements of operations.

The following unaudited pro forma financial data summarizes the Company's results of operations as if the transaction had occurred as of April 30, 2012 (the beginning of the fiscal year ended April 29, 2013). The pro forma data is for informational purposes only and may not necessarily reflect the actual results of operations had the Merger been consummated on April 30, 2012.

	Third Quarter Ended
	September 22, 2013
	(In thousands)
Revenue	$	2,646,577
Income from continuing operations attributable to H. J. Heinz Corporation II	$	241,366

	Nine Months Ended
	September 22, 2013
	(In thousands)
Revenue	$	8,353,701
Income from continuing operations attributable to H. J. Heinz Corporation II	$	464,840

The most significant of the pro forma adjustments were to reflect the impact of Merger related costs, the unrealized gain on derivative instruments, higher cost of products sold associated with the purchase accounting adjustments related to the step-up in inventory, amortization of intangible assets and depreciation of property, plant and equipment, and higher interest expense associated with increased debt.

(3) Segments

Due to the acquisition that occurred on June 7, 2013 (see Note 2) the Company's internal reporting entered a transition period that lasted through the end of December 2013. During this transition period most members of the senior management team were replaced by new management.

The Company has five reportable segments which are defined by geographic region including: North America, Europe, Asia/Pacific, Latin America and Russia, India, Middle East and Africa ("RIMEA"). The Company has reclassified the segment data for the prior period to conform to the current period’s presentation.

Descriptions of the Company’s reportable segments are as follows:

North America—This segment includes our U.S. consumer products business which manufactures, markets and sells ketchup, condiments, sauces, pasta meals, and frozen potatoes, ~~entrées~~entrees, snacks, and appetizers to the grocery channels and our U.S. foodservice business which manufactures, markets and sells branded and customized products to commercial and non-commercial food outlets and distributors in the United States of America. The North America segment also includes our business in Canada.

H. J. HEINZ CORPORATION II AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (CONTINUED)

(Unaudited)

Europe—This segment includes the Company’s operations in Europe (excluding Russia) and sells products in all of the Company’s categories.

Asia/Pacific—This segment includes the Company’s operations in Australia, New Zealand, Japan, China, Papua New Guinea, South Korea, Indonesia, Vietnam and Singapore. This segment sells products in all of the Company's categories.

Latin America—This segment includes the Company’s operations in Brazil, Venezuela, Mexico, Costa Rica, and Panama that sell products in all of the Company’s categories.

RIMEA—This segment includes the Company’s operations in Russia, India, the Middle East and Africa that sell products in all of the Company’s categories.

The 12Company’s management evaluates performance based on several factors including net sales and Adjusted Earnings Before Interest, Tax, Depreciation and Amortization ("Adjusted EBITDA"). Inter-segment revenues, items below the operating income line of the consolidated statements of income and certain costs associated with Restructuring and Productivity Initiatives (see Note 4) and 2015 Merger related costs, are not presented by segment, since they are not reflected in the measure of segment profitability reviewed by the Company’s management.

The ~~Company’s~~following ~~management~~table ~~evaluates~~presents ~~performance~~information ~~based~~about ~~on several factors including net sales and Adjusted Earnings Before Interest, Tax, Depreciation and Amortization ("Adjusted EBITDA"). Inter-segment revenues, items below~~ the operating income line of the condensed consolidated statements of operations and certain costs associated with Restructuring and Productivity Initiatives (see Note 5) and Merger related costs, are not presented by segment, since they are not reflected in the measure of segment profitability reviewed by the Company’s ~~management.~~reportable segments:

The following tables present information about the Company’s reportable segments:



	First Quarter Ended
	March 29, 2015			March 30, 2014
	(In thousands)
Net external sales:
North America	$	989,911		$	1,169,189
Europe	625,585			762,898
Asia/Pacific	444,991			492,399
Latin America	264,119			198,301
RIMEA	153,314			177,372
Consolidated Totals	$	2,477,920		$	2,800,159
Segment Adjusted EBITDA:
North America	$	286,983		$	362,082
Europe	214,289			216,088
Asia/Pacific	84,479			71,516
Latin America	52,863			32,418
RIMEA	31,783			28,597
Non-Operating	(19,053		)	(21,888		)
Adjusted EBITDA	651,344			688,813
Restructuring:
Severance related costs^(a)	4,876			53,680
Other restructuring costs^(a)	10,044			13,692
Asset write-offs^(a)	1,947			6,791
Other special items^(b)	25,976			8,471
Merger related costs^(c)	7,089			—
Depreciation, including accelerated depreciation for restructuring	65,317			147,220
Amortization	24,606			24,117
Stock based compensation	2,988			1,418
Interest expense, net	190,973			163,125
Other (income)/expense, net	(29,231		)	21,200
Income before income taxes	$	346,759		$	249,099

_____________________________________

	Successor
	June 30 - September 28, 2014			June 24 - September 22, 2013
	(In thousands)
Net external sales:
North America	$	982,162		$	1,049,205
Europe	695,991			693,632
Asia/Pacific	475,674			532,185
Latin America	265,889			211,709
RIMEA	174,169			159,846
Consolidated Totals	$	2,593,885		$	2,646,577
Segment Adjusted EBITDA:
North America	$	281,313		$	261,238
Europe	205,408			143,656
Asia/Pacific	78,097			67,914
Latin America	69,566			29,988
RIMEA	29,132			19,551
Non-Operating	(17,067		)	(25,383		)
Adjusted EBITDA	646,449			496,964
Amortization of inventory step-up	—			259,195
Severance related costs(a)	29,059			64,915
Other restructuring costs(a)	10,617			2,444
Asset write-offs(a)	38,429			—
Other special items(b)	59,987			(10,937		)
Merger related costs(c)	—			97,798
Depreciation, including accelerated depreciation for restructuring	70,571			72,272
Amortization	24,681			20,771
Interest expense, net	157,469			160,911
Stock based compensation	3,978			—
Other expense, net	37,450			9,819
Income/(loss) from continuing operations before income tax	$	214,208		$	(180,224	)

(a)See Note 4 for further details on restructuring and productivity initiatives.

~~______________________________________~~ 8

~~(a)~~H. ~~See~~J. ~~Note~~HEINZ 5CORPORATION ~~for~~II ~~further~~AND ~~details on restructuring and productivity initiatives.~~SUBSIDIARIES

~~(b)~~NOTES TO ~~Includes~~CONDENSED ~~incremental~~CONSOLIDATED ~~costs~~FINANCIAL ~~primarily~~STATEMENTS ~~for~~— ~~additional~~(CONTINUED) warehousing and other logistics costs incurred related to the U.S. SAP go-live, which was launched in the second quarter of 2014, along with equipment relocation charges, severance and consulting and advisory charges not specifically related to restructuring activities and other items that management believes do not directly reflect our core operations.

(cUnaudited) ~~See Note 2 for further details on Merger related costs.~~

(b)These 13are charges not specifically related to restructuring activities. The three months ended March 29, 2015 includes pension related costs, lease impairment charges, severance charges , consulting and advisory charges, and contract termination fees. The three months ended March 30, 2014 includes incremental costs primarily for additional warehousing and other logistics costs incurred related to the acceleration of sales ahead of the U.S. SAP go-live, which was launched in the second quarter of 2014, along with equipment relocation charges and consulting and advisory charges.

	Successor						Predecessor
	December 30, 2013 - September 28, 2014			February 8 - September 22, 2013			December 24, 2012 - June 7, 2013
	(In thousands)
Net external sales:
North America	$	3,116,979		$	1,222,895		$	2,090,049
Europe	2,224,828			815,483			1,365,438
Asia/Pacific	1,551,039			652,785			1,023,379
Latin America	664,875			250,948			389,561
RIMEA	564,760			207,892			335,271
Consolidated Totals	$	8,122,481		$	3,150,003		$	5,203,698
Segment Adjusted EBITDA:
North America	$	936,681		$	294,634		$	516,633
Europe	657,131			170,176			291,990
Asia/Pacific	258,078			84,372			137,292
Latin America	131,942			34,563			38,464
RIMEA	102,545			27,146			48,114
Non-Operating	(58,317		)	(29,459		)	(86,184		)
Adjusted EBITDA	2,028,060			581,432			946,309
Amortization of inventory step-up	—			383,300			—
Severance related costs(a)	112,756			67,500			1,866
Other restructuring costs(a)	48,985			2,444			3,659
Asset write-offs(a)	48,718			—			—
Other special items(b)	106,029			(11,445		)	(11,908		)
Merger related costs(c)	—			153,791			157,002
Unrealized gain on derivative instruments	—			(117,934		)	—
Loss from extinguishment of debt	—			—			129,367
Foodstar earn-out(d)	—			—			12,081
Depreciation, including accelerated depreciation for restructuring	354,298			85,110			143,516
Amortization	74,324			22,256			21,044
Stock based compensation	6,162			—			18,520
Interest expense, net	481,936			219,970			120,200
Other expense, net	101,241			8,928			49,446
Impairment loss on indefinite-lived trademarks(e)	61,774			—			—
Income/(loss) from continuing operations before income tax	$	631,837		$	(232,488	)	$	301,516

(c)Represents legal and professional fees associated with the proposed merger with Kraft Foods Group, Inc. See Note 16.

______________________________________

(a) See Note 5 for further details on restructuring and productivity initiatives.

(b) Includes incremental costs primarily for additional warehousing and other logistics costs incurred related to the U.S. SAP go-live, which was launched in the second quarter of 2014, along with equipment relocation charges, severance and consulting and advisory charges not specifically related to restructuring activities and other items that management believes do not directly reflect our core operations.

(d) The Company renegotiated the terms of the Foodstar Holdings Pte earn-out resulting in a $12.1 million charge to SG&A in January 2013.

(e) See Note 7 for further details on the impairment loss on indefinite-lived trademarks.

The Company’s revenues are generated via the sale of products in the following categories:

	Successor
	First Quarter Ended
	June 30 - September 28, 2014		June 24 - September 22, 2013
	March 29, 2015		March 30, 2014
	(In thousands)
Ketchup and Sauces	$	1,~~344~~230,~~804~~074	$	1,~~319~~354,~~400~~956
Meals and Snacks	~~887~~848,~~417~~858		~~932~~1,~~927~~014,119
Infant/Nutrition	~~273~~252,~~018~~659		~~280~~275,~~141~~580
Other	88146,~~646~~329		~~114~~155,~~109~~504
Total	$	2,~~593~~477,~~885~~920	$	2,~~646~~800,~~577~~159

	Successor				Predecessor
	December 30, 2013 - September 28, 2014		February 8 - September 22, 2013		December 24, 2012 - June 7, 2013
	(In thousands)
Ketchup and Sauces	$	4,087,500	$	1,577,483	$	2,433,468
Meals and Snacks	2,737,328		1,089,553		1,863,421
Infant/Nutrition	859,368		333,784		546,873
Other	438,285		149,183		359,936
Total	$	8,122,481	$	3,150,003	$	5,203,698


(3)	Recently Issued Accounting Standards

In April 2015, the Financial Accounting Standards Board (4"FASB") ~~Recently~~released ~~Issued~~Proposed Accounting Standards Update ("ASU")2015-240, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. This proposal states that public companies will begin applying the new revenue recognition standard for fiscal years that start after December 15, 2017. Public companies will also apply the standard to the quarterly reports and other interim-period reports issued for that year. The FASB is proposing to give the entities the option of applying the standard with the original effective date of fiscal years that start after December 15, 2016. In May 2014, the FASB published ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The standard was set to become effective in 2017. But since ASU 2014-09 was issued, the FASB has received numerous requests to give companies more time to upgrade their financial reporting systems and prepare for the accounting changes. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements.

In ~~May~~April ~~2014~~2015, the FASB ~~announced~~released ~~the issuance of~~ ASU ~~2014~~2015-0905, ~~which~~providing ~~provides~~ guidance on accounting for ~~recognizing~~cloud ~~revenue~~computing ~~from~~fees. ~~contracts~~This ~~with~~is ~~customers.~~an ~~The~~update ~~new~~to Subtopic ~~guidance~~350-40, ~~establishes~~Intangibles a- ~~five~~Goodwill and Other -~~step~~ ~~model~~Internal-Use ~~for~~Software. If ~~recognizing~~a ~~revenue,~~cloud ~~which~~computing ~~will~~arrangement ~~supersede~~includes a ~~number~~software license, then the customer should account for the software license element of ~~existing~~the ~~revenue~~arrangement ~~recognition~~consistent ~~requirements~~with ~~under~~the Uacquisition of other software licenses.S. If ~~GAAP~~a cloud computing arrangement does not include a software license, ~~providing~~the ~~consistency~~customer ~~across~~should ~~industries.~~account for the arrangement as a service contract. The Company is required to adopt this standard ~~for~~during ~~annual~~the ~~reporting~~first ~~periods~~quarter ~~beginning~~of ~~after~~2016; ~~December 15~~however, ~~2016,~~early ~~and~~adoption ~~for~~is ~~interim~~permitted. An ~~and~~entity ~~annual~~can ~~reporting~~elect ~~periods~~to ~~thereafter.~~adopt ~~Earlier~~the ~~adoption~~amendments iseither ~~not~~(1) ~~permitted.~~prospectively to all arrangements entered into or materially modified after the effective date or (2) retrospectively. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements.

InThe ~~April~~FASB ~~2014,~~issued ~~the~~simplified ~~FASB~~guidance ~~issued~~on anvaluing ~~amendment~~retirement toplan ~~the~~assets ~~standard~~in ~~for~~April ~~reporting~~2015 ~~discontinued~~through ~~operations~~ASU ~~and~~2015-04 ~~disclosure~~Compensation of- ~~disposals~~Retirement ofBenefits ~~components~~(Topic 715): Practical Expedient for the Measurement Date of an ~~entity~~Employer’s Defined Benefit Obligation and Plan Assets. A ~~This~~reporting ~~revised~~entity ~~standard~~with ~~changes~~a ~~the~~fiscal ~~criteria~~year-end ~~for~~that ~~determining~~does ~~which~~not ~~disposals~~coincide ~~can~~with bea ~~presented~~month-end asmay ~~discontinued~~incur ~~operations~~more ~~and~~costs ~~modifies~~than ~~the~~other ~~disclosure~~entities ~~requirements. Under~~when measuring the ~~new~~fair ~~guidance,~~value of plan assets of a ~~discontinued~~defined ~~operation~~benefit pension or other postretirement benefit plan. This is ~~defined~~because asinformation aabout ~~disposal~~the fair value of aplan ~~component~~assets orobtained ~~group~~from ofa ~~components~~third-party ~~that~~service provider typically is ~~disposed~~reported as of orthe month-end. That information then is ~~classified~~adjusted to reflect the fair value of plan assets as ~~held~~of ~~for~~the ~~sale~~fiscal ~~and~~year-end. For ~~represents~~an entity with a ~~strategic~~fiscal ~~shift~~year-end that ~~has~~does ~~(or~~not ~~will~~coincide ~~have)~~with a ~~major~~month-end, ~~effect~~the onamendments anin this update provide a practical expedient that permits the entity' to measure defined benefit plan assets and obligations using the month-end that is closest to the entity’s ~~operations~~fiscal year-end and ~~financial~~apply ~~results~~that practical expedient consistently from year to year. The ~~amendment~~practical ~~states~~expedient ~~that~~should abe ~~strategic~~applied ~~shift~~consistently ~~could~~to ~~include~~all aplans ~~disposal~~if ofan ~~(i)~~entity ahas ~~major~~more ~~geographic~~than ~~area~~one ofplan. An ~~operations,~~entity ~~(ii)~~is arequired ~~major~~to ~~line~~disclose ofthe ~~business,~~accounting ~~(iii)~~policy aelection ~~major~~and ~~equity~~the ~~method~~date ~~investment,~~used orto ~~(iv)~~measure ~~other~~defined ~~major~~benefit ~~parts~~plan ofassets anand ~~entity.~~obligations in accordance with the amendments in this update. The Company is ~~required~~permitted to adopt this ~~revised~~amended ~~standard~~guidance prospectively ~~for~~in ~~new~~the ~~disposals~~first ~~starting~~quarter inof ~~2015;~~2016. Early ~~however,~~adoption ~~the~~of ~~Company~~this ~~can,~~standard ~~and~~is ~~will,~~allowed. The ~~early~~Company ~~adopt~~does ~~the~~not ~~revised~~expect ~~standard~~this ~~for~~update ~~any~~to ~~new~~have ~~disposals~~a ~~that~~material ~~may~~impact ~~occur~~on inthe ~~2014~~consolidated financial statements.

In July 2013, the FASB issued ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (ASU 2013-11). ASU 2013-11 requires the netting of unrecognized tax benefits (UTBs) against a deferred tax asset for a loss or other carryforward that would apply in settlement of the uncertain tax positions. UTBs are required to be netted against all available same-jurisdiction loss or other tax carryforwards that would be utilized, rather than only against carryforwards that are created by the UTBs. ASU 2013-11 was effective for interim and annual periods beginning after December 15, 2013. The Company adopted ASU 2013-11 in the first quarter of 2014 on a prospective basis. The adoption did not have a significant impact on the Company’s consolidated financial statements.9

H. 15J. HEINZ CORPORATION II AND SUBSIDIARIES

~~(5)~~NOTES TO ~~Restructuring~~CONDENSED ~~and~~CONSOLIDATED ~~Productivity~~FINANCIAL ~~Initiatives~~STATEMENTS — (CONTINUED)

During the transition period and the first nine months of 2014, the Company invested in restructuring and productivity initiatives as part of its ongoing cost reduction efforts with the goal of driving efficiencies and creating fiscal resources that will be reinvested into the Company's business as well as to accelerate overall productivity on a global scale. As of September 28, 2014, these initiatives have resulted in the reduction of approximately 4,050 corporate and field positions across the Company's global business segments (~~excluding the factory closures noted below~~Unaudited). With respect to these restructuring and productivity initiatives, the Company currently estimates it will incur total charges of approximately $300 million related to severance benefits and other severance-related expenses, of which $289 million has been incurred from project inception through September 28, 2014.

InDuring ~~addition~~April 2015, the ~~Company~~FASB ~~has~~released ~~announced~~ASU ~~the~~2015-03 ~~planned~~Interest-Imputation ~~closure and consolidation~~ of 5Interest ~~factories~~(Subtopic ~~across~~835-30): Simplifying the ~~U.S.,~~Presentation ~~Canada~~of ~~and~~Debt ~~Europe~~Issuance ~~during 2014~~Costs. ~~The~~ To ~~number~~simplify presentation of ~~employees~~debt ~~expected~~issuance tocosts, bethe ~~impacted~~amendments byin ~~these~~this 5update ~~plant~~require ~~closures~~that ~~and~~debt ~~consolidation~~issuance iscosts ~~approximately~~related ~~1,600,~~to ofa ~~which~~recognized ~~1,450~~debt ~~had~~liability ~~left~~be presented in the ~~Company~~balance sheet as ofa ~~September 28,~~direct ~~2014.~~deduction ~~With~~from ~~respect~~the tocarrying ~~these~~amount ~~factory~~of ~~closures,~~that ~~the~~debt ~~Company~~liability, ~~currently~~consistent ~~estimates~~with itdebt ~~will~~discounts. ~~incur~~The ~~charges~~recognition ofand ~~approximately~~measurement ~~$91~~guidance ~~million~~for ~~related~~debt toissuance ~~severance~~costs ~~benefits~~are ~~and~~not ~~other~~affected ~~severance-related~~by ~~expenses,~~the ofamendments ~~which~~in ~~$86~~this ~~million~~update. The ~~has~~amendments ~~been~~in ~~incurred~~this ~~from~~update ~~project~~are ~~inception~~effective ~~through~~for ~~September 28,~~financial ~~2014. In~~statements ~~addition~~issued by the Company ~~will~~for ~~recognize~~fiscal ~~accelerated~~years ~~depreciation~~beginning onafter ~~assets~~December it15, ~~plans~~2015, toand ~~dispose~~interim ofperiods ~~but~~within ~~which~~those ~~are~~fiscal ~~currently in use~~years. Early ~~The~~adoption ~~charges~~of ~~that~~ the ~~Company~~amendments ~~expects to incur~~ in ~~connection~~this ~~with~~update ~~these~~is ~~factory~~permitted ~~workforce~~for ~~reductions~~financial ~~and~~statements ~~factory~~that ~~closures~~have ~~are~~not ~~subject~~been topreviously aissued. An ~~number~~entity ofshould ~~assumptions~~apply ~~and~~the ~~may~~new ~~differ~~guidance ~~from~~on ~~actual~~a ~~results~~retrospective basis. The Company ~~may~~is ~~also incur other charges not~~ currently ~~contemplated~~evaluating ~~due~~the toimpact ~~events~~the ~~that~~adoption ~~may~~of ~~occur~~this asstandard awill ~~result~~have ~~of,~~on orits ~~related~~consolidated ~~to,~~financial ~~these cost reductions~~statements.

~~Furthermore~~In February 2015, the ~~Company~~FASB ~~announced~~issued ASU 2015-02 Consolidation (Topic 810): Amendments to the ~~planned~~Consolidation ~~closure~~Analysis. The ofamended anguidance ~~additional~~modifies ~~factory~~the inanalysis ~~Europe~~that companies must perform in ~~the~~order ~~first~~to ~~half~~determine whether a legal entity should be consolidated. The amended guidance simplifies current consolidation rules by (a) reducing the number of ~~2015~~consolidation ~~due~~models, (b) eliminating the risk that a reporting entity may have to consolidate a legal entity solely based on a fee arrangement with another legal entity, (c) placing more weight on the ~~expiration~~risk of aloss ~~license~~in order to ~~manufacture~~identify the party that has a ~~non-core~~controlling ~~product.~~financial ~~The~~interest, (d) reducing the number of ~~employees~~instances ~~expected~~that related party guidance needs to be ~~impacted~~applied bywhen ~~this~~determining ~~plant~~the ~~closure~~party isthat ~~approximately~~has ~~200~~a controlling financial interest, and (e) changing rules for companies in certain industries that ordinarily employ limited partnership or VIE structures. The ~~With~~Company ~~respect~~is required to adopt this ~~factory~~amended ~~closure~~guidance for interim and annual periods beginning after December 15, ~~the~~2015. ~~Company~~Early ~~expects~~adoption, toincluding ~~incur~~adoption ~~charges~~in ofan ~~approximately~~interim ~~$12~~period, ~~million~~is ~~related~~permitted. A toreporting ~~severance~~entity ~~benefits~~may ~~and~~apply ~~other~~the ~~severance~~amendments in this update using a modified retrospective approach by recording a cumulative-~~related~~effect ~~expenses~~adjustment ~~which~~to itequity ~~recorded~~as inof the ~~quarter~~beginning ~~ended~~of ~~September 28,~~the ~~2014~~fiscal year of adoption. A Inreporting ~~addition,~~entity also may apply the ~~Company~~amendments ~~recognized~~retrospectively. The ~~$33~~Company ~~million~~is incurrently ~~non-cash~~evaluating ~~asset~~the ~~write-downs~~impact ~~for~~the ~~impairment~~adoption of ~~long-lived~~this ~~assets~~standard towill behave ~~disposed~~on its consolidated financial statements.

In(4) ~~the~~Restructuring ~~three~~ and ~~nine~~Productivity ~~months ended September 28, 2014, the Company recorded pre-tax costs related to these initiatives of $80.9 million and $338.2 million, respectively, which were comprised of the following:~~Initiatives

•Phase ~~$29.~~1: ~~million~~During ~~and~~the ~~$112.~~transition period, which represents the Successor period from February 8, ~~million~~2013 through December 29, ~~respectively~~2013 and the Predecessor period from April 29, ~~for~~2013 ~~severance~~through June 7, 2013, and ~~employee~~first ~~benefit~~nine ~~costs~~months ~~relating~~of 2014, the Company invested in restructuring and productivity initiatives as part of its ongoing cost reduction efforts with the goal of driving efficiencies and creating fiscal resources that will be reinvested into the Company's business as well as to accelerate overall productivity on a global scale. As of March 29, 2015, these initiatives have resulted in the reduction of approximately 4,050 corporate and field positions across the Company's global business segments (excluding the factory closures noted below). With respect to these restructuring and productivity initiatives, the Company incurred total charges of $289 million related to severance benefits and other severance-related expenses from inception through its conclusion in December 2014.

•Footprint: ~~$10~~In addition, the Company announced the planned closure and consolidation of 5 factories across the U.6S., ~~million~~Canada and ~~$49~~Europe during 2014.0 The ~~million,~~number ~~respectively~~of employees impacted by these 5 plant closures and consolidation is approximately 1,600, ~~associated~~all ~~with~~of ~~other~~which ~~implementation~~had ~~costs~~left the Company as of March 29, ~~primarily~~2015. ~~for~~With ~~professional~~respect ~~fees~~to these factory closures, ~~and~~the ~~contract~~Company incurred charges of $91 million related to severance benefits and ~~lease~~other ~~termination~~severance-related ~~costs~~expenses through its conclusion on March 29, 2015.

•License ~~$41~~Expiration: Furthermore, in the fourth quarter of 2014, the Company announced the planned closure of one additional factory in Europe in the first half of 2015 due to the expiration of a license to manufacture a non-core product.2 ~~million~~The ~~and~~number ~~$176~~of employees expected to be impacted by this plant closure is approximately 200.4 With respect to this factory closure, the Company incurred charges of approximately $11 million related to severance benefits and other severance-related expenses through March 29, ~~respectively~~2015. In addition, ~~relating~~the toCompany recognized $33 million in non-cash asset write-downs ~~and~~in ~~accelerated~~2014 ~~depreciation~~ for ~~the~~impairment ~~planned~~of ~~closure~~long-lived ~~and~~assets ~~consolidation~~to ofbe 6disposed. ~~factories~~In ~~across~~ the ~~U.S.~~three months ended March 29, ~~Canada~~2015, ~~and~~the ~~Europe~~Company incurred $9 million in contract termination fees related to this factory closure.

OfPhase II: In the ~~$80.9~~fourth ~~million~~quarter of 2014 and ~~$338.2~~first ~~million~~quarter ~~total~~of ~~pre-tax~~2015, ~~charges~~the ~~for~~Company invested in restructuring and productivity initiatives as part of its ongoing cost reduction efforts with the ~~three~~goal of driving efficiencies and ~~nine~~creating ~~months~~fiscal ~~ended~~resources ~~September~~that will be reinvested into the Company's business as well as to accelerate overall productivity on a global scale. As of March 2829, ~~2014~~2015, ~~$67~~these initiatives have resulted in the reduction of approximately 1,050 corporate and field positions across the Company's global business segments (excluding the factory closures noted above).6 ~~million~~With respect to these restructuring and productivity initiatives, the Company recognized $~~292.9~~30 million ~~was~~in ~~recorded~~non-cash asset write-downs in ~~cost~~2014 for impairment of ~~products~~long-lived ~~sold~~assets ~~and~~to ~~$13~~be disposed.3 The ~~million~~Company ~~and~~currently estimates it will incur total charges of approximately $~~45.3~~70 million inrelated ~~selling,~~to ~~general~~severance benefits and ~~administrative~~other severance-related expenses, ~~("SG&A")~~of which $68 million has been incurred from project inception through March 29, ~~respectively~~2015.

~~The~~ Company recorded pre-tax costs related to these initiatives of $67.3 million in the three months ended September 22, 2013 (the Three Month Successor period) and $69.9 million in the Successor period from February 8, 2013 to September 22, 2013 (the Year-to-Date Successor period), respectively, which were comprised of the following:10

~~• $64~~H.9 ~~million for the Three Month Successor period and $67~~J.5 ~~million~~HEINZ ~~for~~CORPORATION ~~the~~II ~~Year-to-Date~~AND ~~Successor period, respectively, for severance and employee benefit costs relating to the reduction of corporate and field positions across the Company.~~SUBSIDIARIES

•NOTES TO ~~$2.4~~CONDENSED ~~million~~CONSOLIDATED ~~for~~FINANCIAL ~~the~~STATEMENTS ~~Three~~— ~~Month~~(CONTINUED) ~~Successor period and Year-to-Date Successor period associated with other implementation costs, primarily for professional fees, and contract and lease termination costs.~~

16(Unaudited)

OfThe ~~the~~Company ~~$67.3~~recorded ~~million total~~ pre-tax ~~charges~~costs inrelated ~~the~~to ~~Three~~these ~~Month~~initiatives ~~Successor period ended September 22, 2013, $20.8 million was recorded in cost~~ of ~~products sold and~~ $4616.~~5 million in SG&A, respectively. Of the $69.~~9 million ~~total pre-tax charges~~ in the ~~Year-to-Date~~three ~~Successor~~months ~~period~~ ended ~~September~~March 2229, ~~2013~~2015, ~~$23.2~~which ~~million~~were ~~was~~comprised ~~recorded in Cost~~ of ~~products~~the ~~sold and $46.7 million in SG&A, respectively.~~ following:

~~The~~•$4.9 ~~Company~~million ~~does~~for ~~not~~severance ~~include~~and ~~productivity~~employee ~~charges~~benefit incosts ~~the~~relating ~~results~~to ofthe ~~its~~reduction ~~reportable segments. The pre-tax impact~~ of ~~allocating~~corporate ~~such~~and ~~charges~~field topositions ~~segment~~across ~~results~~the ~~would have been as follows:~~Company.

	Successor
	June 30 - September 28, 2014		June 24 - September 22, 2013
	(In millions)
North America	$	5.2	$	39.2
Europe	63.1		1.4
Asia/Pacific	8.0		3.5
Latin America	3.5		15.3
RIMEA	0.9		1.0
Non-Operating	0.2		6.9
Total productivity charges	$	80.9	$	67.3

•$10.0 million associated with other implementation costs, primarily for professional fees, and contract and lease termination costs.

	Successor				Predecessor
	December 30, 2013 - September 28, 2014		February 8 - September 22, 2013		December 24, 2012 - June 7, 2013
	(In millions)
North America	$	161.1	$	39.2	$	—
Europe	126.4		1.4		3.6
Asia/Pacific	26.5		6.1		2.4
Latin America	3.7		15.3		—
RIMEA	2.5		1.0		—
Non-Operating	18.0		6.9		—
Total productivity charges	$	338.2	$	69.9	$	6.0

•$2.0 million relating to non-cash asset write-downs and accelerated depreciation for the planned closure and consolidation of factories across the U.S., Canada and Europe.

~~Activity~~Of inthe ~~other~~$16.9 ~~accrued~~million ~~liability~~total ~~balances~~pre-tax charges for ~~restructuring~~the three months ended March 29, 2015, $15.5 million was recorded in Cost of products sold and ~~productivity~~$1.4 ~~charges~~million ~~incurred~~in bySelling, ~~the~~general ~~Successor~~and ~~were~~administrative asexpenses ~~follows:~~("SG&A").

	Severance and other severance related costs (a)			Other exit costs (b)			Total
	(In millions)
Accrual balance at December 29, 2013	$	66.3		$	41.6		$	107.9
2014 Restructuring and productivity initiatives	112.8			49.0			161.8
Cash payments	(120.5		)	(59.8		)	(180.3		)
Accrual balance at September 28, 2014	$	58.6		$	30.8		$	89.4

The Company recorded pre-tax costs related to these initiatives of $140.8 million in the three months ended March 30, 2014, which were comprised of the following:

•$53.7 million for severance and employee benefit costs relating to the reduction of corporate and field positions across the Company.

•$13.7 million associated with other implementation costs, primarily for professional fees, and contract and lease termination costs.

•$73.4 million relating to non-cash asset write-downs and accelerated depreciation for the planned closure and consolidation of 5 factories across the U.S., Canada and Europe.

Of the $140.8 million total pre-tax charges for the three months ended March 30, 2014, $118.8 million was recorded in Cost of products sold and $22.0 million in Selling, general and administrative expenses ("SG&A").

The Company does not include restructuring and productivity charges in the results of its reportable segments. The pre-tax impact of allocating such charges to segment results would have been as follows:



	March 29, 2015			March 30, 2014
	(In millions)
North America	$	3.1		$	84.3
Europe	9.8			29.7
Asia/Pacific	3.2			10.2
Latin America	1.0			—
RIMEA	(0.3		)	0.5
Non-Operating	0.1			16.1
Total productivity charges	$	16.9		$	140.8

Activity in other accrued liability balances for restructuring and productivity charges incurred were as follows:



	Severance and other severance related costs			Other exit costs (a)			Total
	(In millions)
Accrual balance at December 28, 2014	$	53.2		$	25.3		$	78.5
2015 restructuring and productivity initiatives	4.9			10.0			14.9
Cash payments	(30.5		)	(5.4		)	(35.9		)
Accrual balance at March 29, 2015	$	27.6		$	29.9		$	57.5

______________________________________

(a) ~~The~~Other ~~accrual~~exit ~~balance for severance and other severance related~~ costs atprimarily ~~December~~represent ~~29,~~professional ~~2013 shown in the above table has been revised to correct the prior period disclosure~~fees, ~~decreasing~~and ~~the~~contract ~~balance by $27.0 million. The revision impacted only the disclosed amount~~ and ~~had~~lease notermination ~~impact on the Company's condensed consolidated financial statements~~costs.

~~(b)~~The ~~Other~~majority ~~exit~~of ~~costs~~the ~~primarily~~amount ~~represent~~included ~~professional~~in ~~fees~~accrual balance at March 29, ~~and~~2015 ~~contract~~is ~~and~~expected ~~lease~~to ~~termination~~be ~~costs.~~paid in 2015.

1711

~~(6)~~H. ~~Discontinued~~J. ~~Operations~~HEINZ CORPORATION II AND SUBSIDIARIES

InNOTES TO ~~January~~CONDENSED ~~2013,~~CONSOLIDATED ~~the~~FINANCIAL ~~Company’s~~STATEMENTS ~~Board~~— ~~of Directors approved management’s plan to sell Shanghai LongFong Foods~~ (~~“LongFong”~~CONTINUED), a maker of frozen products in China which was previously reported in the Asia/Pacific segment. As a result, LongFong’s net assets were classified as held for sale and the Company adjusted the carrying value to estimated fair value, recording a $36.0 million pre-tax and after-tax non-cash goodwill impairment charge to discontinued operations in January 2013. The sale was completed in June 2013, resulting in an insignificant pre-tax and after-tax loss which was recorded in discontinued operations at that time.

The operating results related to LongFong have been included in discontinued operations in the Company's condensed consolidated statements of operations for all periods presented. The following table presents summarized operating results for this discontinued operation:(Unaudited)

	Successor
	June 30 - September 28, 2014		June 24 - September 22, 2013
	(In millions)
Sales	$	—	$	3.0
Net loss	$	—	$	(4.9	)


(5)	Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill for the period from December 28, 2014 to March 29, 2015, by reportable segment, are as follows:

	Successor						Predecessor
	North America			Europe				Asia/Pacific			Latin America			RIMEA			Total
	December 30, 2013 - September 28, 2014			February 8 - September 22, 2013			December 24, 2012 - June 7, 2013
	(In thousands)
	(In millions)
Balance at December 28, 2014	$	10,102,000		$	3,453,516			$	1,033,542		$	198,077		$	171,430		$	14,958,565
Sales	$	—		$	3.0		$	26.5
Translation adjustments	(102,068		)	(182,069		)		(49,625		)	(39,247		)	(8,626		)	(381,635		)
Net loss	$	—		$	(4.9	)	$	(3.7	)
Other	—			10,640				—			—			—			10,640
Balance at March 29, 2015	$	9,999,932		$	3,282,087			$	983,917		$	158,830		$	162,804		$	14,587,570

~~(7)~~There ~~Goodwill~~are ~~and~~no ~~Other~~accumulated ~~Intangible~~impairment ~~Assets~~losses to goodwill as of March 29, 2015.

	North America			Europe			Asia/Pacific			Latin America			RIMEA			Total
Successor	(In thousands)
Balance at December 29, 2013	$	9,853,578		$	3,704,658		$	1,026,979		$	210,916		$	273,931		$	15,070,062
Purchase accounting adjustments	215,034			(56,853		)	46,293			48,738			(3,299		)	249,913
Translation adjustments	(45,770		)	(85,294		)	(11,231		)	(11,091		)	1,002			(152,384		)
Balance at September 28, 2014	$	10,022,842		$	3,562,511		$	1,062,041		$	248,563		$	271,634		$	15,167,591

Intangible assets not subject to amortization at March 29, 2015 totaled $11.5 billion and consisted of $11.1 billion of trademarks, $369.6 million of licenses, and $42.8 million of other intangibles. Intangible assets not subject to amortization at December 28, 2014 totaled $11.9 billion and consisted of $11.5 billion of trademarks, $371.0 million of licenses, and $45.0 million of other intangible assets. The decrease in intangible assets, not subject to amortization expense, since December 28, 2014, is due to foreign currency translation adjustments.

Other intangible assets at March 29, 2015 and December 28, 2014, subject to amortization expense, are as follows:

The Company revised its changes in the carrying amount of goodwill table presented herein to correct the allocation of balance at December 29, 2013 and purchase accounting adjustments by reportable segment having the following impacts:



	March 29, 2015							December 28, 2014
	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
	(In thousands)
Customer-related assets	$	1,272,550	$	(112,030	)	$	1,160,520	$	1,315,065	$	(99,400	)	$	1,215,665
Licenses	117,245		(35,331		)	81,914		118,275		(30,914		)	87,361
Other	15,375		(3,108		)	12,267		15,373		(1,841		)	13,532
	$	1,405,170	$	(150,469	)	$	1,254,701	$	1,448,713	$	(132,155	)	$	1,316,558

•Amortization ~~Increasing~~expense ~~North~~for ~~America~~customer-related ~~purchase~~and ~~accounting~~other intangible assets was $22.8 million and $22.3 million for the first quarters ended March 29, 2015 and March 30, 2014 respectively. The remaining reduction in net customer-related and other intangible assets from December 28, 2014 to March 29, 2015 is related to foreign currency translation adjustments. Based byupon the amortizable intangible assets recorded on the balance sheet as of March 29, 2015, average annual amortization expense for each of the next five years is estimated to be approximately $9678 million.

•(6) ~~Decreasing~~Income ~~Europe balance at December 29, 2013 by $5 million and decreasing purchase accounting adjustments by $143 million.~~Taxes

•The ~~Decreasing~~provision ~~Asia/Pacific~~for ~~balance~~income attaxes ~~December~~consists 29of provisions for federal, ~~2013~~state byand ~~$21~~foreign ~~million~~income taxes. The Company operates in an international environment with almost 70% of its sales outside the U.S. Accordingly, the consolidated income tax rate is a composite rate reflecting the earnings in various locations and ~~increasing~~the ~~purchase~~applicable ~~accounting~~tax ~~adjustments~~rates. In the normal course of business, the Company is subject to examination by ~~$29~~taxing ~~million~~authorities throughout the world, including such major jurisdictions as Australia, Canada, Italy, the Netherlands, the United Kingdom and the United States. The Company has substantially concluded all national income tax matters for years through Fiscal 2012 for the Netherlands and the United Kingdom, through Fiscal 2011 for the U.S., through Fiscal 2010 for Australia and Italy, and through Fiscal 2009 for Canada.

•The ~~Increasing~~effective ~~LATAM~~tax ~~purchase~~rate ~~accounting~~for ~~adjustments~~the three months ended March 29, 2015 was 19.5% compared to 20.3% in the prior year. The decrease in the effective tax rate is primarily the result of the current period including a lower blended statutory tax rate and higher tax exempt income, partially offset by ~~$44~~beneficial ~~million~~revisions to estimates in the prior year.

•The ~~Increasing~~total ~~RIMEA~~amount ~~balance~~of atgross ~~December~~unrecognized tax benefits for uncertain tax positions, including positions impacting only the timing of tax benefits, was $70.1 million and $71.4 million on March 29, ~~2013~~2015 byand December 28, 2014, respectively. The amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate was $2657.1 million and ~~decreasing~~$57.8 ~~purchase~~million ~~accounting~~on ~~adjustments~~March 29, 2015 and December 28, 2014, respectively. It is reasonably possible that the amount of unrecognized tax benefits will decrease by as much as $26.0 million in the next 12 months primarily due to the progression of federal, state and foreign audits in process.

1812

~~The~~H. ~~revisions had no impact on the Company's condensed consolidated financial statements as of December 29, 2013 or for the transition period then ended~~J. ~~The~~HEINZ ~~revisions~~CORPORATION ~~also~~II ~~had~~AND ~~no impact on the condensed consolidated financial statements as of September 28, 2014 or for the period then ended.~~SUBSIDIARIES

~~The~~NOTES TO ~~Company~~CONDENSED isCONSOLIDATED ~~required~~FINANCIAL toSTATEMENTS ~~perform~~— ~~an impairment assessment for goodwill and other indefinite lived intangible assets within one year of their acquisition date~~ (~~June 7, 2013~~CONTINUED). As such, the Company performed an impairment assessment of goodwill and other indefinite lived intangible assets as of the first day of the second quarter of 2014. As a result, the Company took a non-cash impairment charge of $62 million classified as cost of products sold in the Successor period from March 31 to June 29, 2014, on its indefinite lived trademarks, primarily in its North American frozen meals and snacks business due to continued category softness driving lower than anticipated sales. Because the indefinite-lived intangible assets were adjusted to their estimated fair values in connection with the Merger, there is not a significant excess of fair value over the carrying values as of September 28, 2014. If current expectations of future growth rates are not met or specific valuation factors outside of our control, such as discount rates, change significantly, then one or more trademarks might become impaired in the future. There was no impairment of goodwill as a result of this assessment and there are no accumulated impairment losses to goodwill as of September 28, 2014.

Intangible assets not subject to amortization at September 28, 2014 totaled $12.3 billion and consisted of $11.8 billion of trademarks, $484.8 million of licenses, and $46.2 million of other intangibles. Intangible assets not subject to amortization at December 29, 2013 totaled $13.0 billion and consisted of $12.1 billion of trademarks, $839.9 million of licenses, and $45.6 million of other intangible assets. The decrease in intangible assets not subject to amortization since December 29, 2013 is due to final purchase accounting adjustments to trademarks, the non-cash impairment noted above and foreign currency translation adjustments. (Unaudited)

	September 28, 2014							December 29, 2013
	Gross		AccumulatedAmortization			Net		Gross		AccumulatedAmortization			Net
	(In thousands)
Customer-related assets	$	1,351,001	$	(85,301	)	$	1,265,700	$	1,375,876	$	(35,773	)	$	1,340,103
Licenses	119,325		(24,547		)	94,778		119,714		(10,030		)	109,684
Other	16,369		(1,494		)	14,875		24,665		(1,118		)	23,547
	$	1,486,695	$	(111,342	)	$	1,375,353	$	1,520,255	$	(46,921	)	$	1,473,334

The Company classifies interest and penalties on tax uncertainties as a component of the provision for income taxes. The total amounts of interest accrued at March 29, 2015 and December 28, 2014 were $13.0 million and $12.9 million, respectively. The corresponding amounts of accrued penalties at March 29, 2015 and December 28, 2014 were $6.7 million and $7.6 million, respectively.

~~The~~(7) ~~following~~Employees’ ~~tables~~Stock ~~summarize~~Incentive ~~amortization expense for customer-related and other intangible assets for the periods presented:~~ Plans

	Successor
	June 30 - September 28, 2014		June 24 - September 22, 2013
	(In thousands)
Amortization of customer-related and other intangible assets	$	22,632	$	19,254

In October 2013, the Board adopted the H. J. Heinz Holding Corporation 2013 Omnibus Incentive Plan (the “2013 Omnibus Plan”) which authorizes the issuance of up to 39,600,000 shares of our Parent's capital stock. In 2013, Parent granted non-qualified stock options under the 2013 Omnibus Plan to select employees and Directors with a five-year cliff vesting provided the employee is continuously employed by Parent or one of its subsidiaries or affiliates. If a participant is involuntarily terminated without cause, 20% of their options will vest, on an accelerated basis, for each full year of service after the grant date. Share-based compensation expense of $2.4 million and $1.4 million associated with such grants is reflected in SG&A for the three months ended March 29, 2015 and March 30, 2014, respectively. Unrecognized compensation cost related to unvested option awards under the 2013 Omnibus Plan was $46.4 million as of March 29, 2015 and $35.5 million as of March 30, 2014.

	Successor				Predecessor
	December 30, 2013 - September 28, 2014		February 8 - September 22, 2013		December 24, 2012 - June 7, 2013
	(In thousands)
Amortization of customer-related and other intangible assets	$	68,327	$	20,259	$	13,673

The Company granted 2,222,257 and 2,475,000 option awards to employees during the first quarters ended March 29, 2015 and March 30, 2014, respectively. The weighted average grant date fair value per share of the options granted during the three months ended March 29, 2015 and March 30, 2014, as computed using the Black-Scholes pricing model, was $3.38 and $2.43, respectively.

~~Based~~In ~~upon~~2014 ~~the~~and ~~amortizable~~2015, ~~intangible~~options ~~assets~~were ~~recorded~~issued onin ~~the~~conjunction ~~balance~~with ~~sheet~~a asBonus Swap Program whereby participants could elect to use a portion of ~~September 28,~~their ~~2014,~~calculated ~~average~~non-equity ~~annual~~incentive ~~amortization~~compensation ~~expense~~(after ~~for~~all ~~each~~required taxes and deductions) to purchase shares of ~~the~~Common ~~next~~Stock ~~five~~in ~~years~~Parent. isParticipants ~~estimated~~who elected to bepurchase ~~approximately~~such shares were granted matching stock options. Parent issued 564,812 and 485,117 shares as part of the bonus swap program to eligible employees for which $827.6 million and $4.9 million was recorded in Additional Paid in Capital in February 2015 and 2014, respectively. Matching options granted under the program totaled 1,594,028 and 1,403,805 in February 2015 and 2014, respectively.

(8) Income Taxes

The provision for income taxes consists of provisions for federal, state and foreign income taxes. The Company operates in an international environment with almost 70% of its sales outside the U.S. Accordingly, the consolidated income tax rate is a composite rate reflecting the earnings in various locations and the applicable tax rates. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world, including such major

jurisdictions as Australia, Canada, Italy, Netherlands, United Kingdom and United States. The Company has substantially concluded all national income tax matters for years through Fiscal 2011 for the United Kingdom and Netherlands, through Fiscal 2010 for the U.S., through Fiscal 2009 for Australia and Canada, and through Fiscal 2008 for Italy.

Tax expense was $124.9 million or 19.8% of pretax income for the nine months ended September 28, 2014, compared with a tax benefit of $186.9 million or 80.4% of pretax loss for the Successor period from February 8 to September 22, 2013, and tax expense of $160.2 million or 53.1% of pretax income for the Predecessor period from December 24, 2012 to June 7, 2013. The Predecessor period effective tax rate is higher than the current and prior year Successor periods' effective tax rates primarily due to significant repatriation costs incurred as a result of distributions of foreign earnings during the Predecessor period. The prior year Successor period included a $106.7 million benefit related to the impact on deferred taxes of a 300 basis point statutory tax rate reduction in the United Kingdom which was enacted during July 2013. Both the Predecessor and prior year Successor periods included nondeductible transaction costs which increased the effective tax rate in comparison with the current period. The Company's effective tax rate in 2014 is lower than the federal statutory rate of 35% primarily due to lower tax rates on earnings in certain foreign jurisdictions and the effects of tax free interest.

The total amount of gross unrecognized tax benefits for uncertain tax positions, including positions impacting only the timing of tax benefits, was $68.3 million and $53.1 million on September 28, 2014 and December 29, 2013, respectively. The amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate was $54.9 million and $44.9 million on September 28, 2014 and December 29, 2013, respectively. It is reasonably possible that the amount of unrecognized tax benefits will decrease by as much as $23.4 million in the next 12 months primarily due to the progression of federal, state and foreign audits in process.

The Company classifies interest and penalties on tax uncertainties as a component of the provision for income taxes. The total amounts of interest accrued at September 28, 2014 and December 29, 2013 were $13.3 million and $10.7 million, respectively. The corresponding amounts of accrued penalties at September 28, 2014 and December 29, 2013 were $8.3 million and $8.5 million, respectively.

(9) Employees’ Stock Incentive Plans and Management Incentive Plans

In October 2013, the Board adopted the H. J. Heinz Holding Corporation 2013 Omnibus Incentive Plan (the “2013 Omnibus Plan”) which authorizes the issuance of up to 39,600,000 shares of our Parent's capital stock. On October 16, 2013, the Company granted non-qualified stock options to purchase up to 14,300,000 shares of Common Stock in H. J. Heinz Holding Corporation to select employees and Directors with cliff vesting on July 1, 2018, provided the employee is continuously employed by Parent or one of its subsidiaries or affiliates.

On February 14, 2014 and May 21, 2014, Parent granted non-qualified stock options under the 2013 Omnibus Plan to purchase up to 3,878,805 and 4,700,000 shares respectively of Common Stock in Parent to select employees with a five-year cliff vesting, provided the employee is continuously employed by Parent or one of its subsidiaries or affiliates. The February 14, 2014 options were issued in conjunction with a program ("Bonus Swap Program") whereby participants could elect to use a portion of their calculated non-equity incentive compensation (after all required taxes and deductions) to purchase shares of Common Stock in Parent. Participants who elected to purchase such shares were granted matching stock options.

Of the options granted on October 16, 2013, February 14, 2014 and May 21, 2014 there were 11,925,000, 3,561,875 and 4,675,000, respectively, of such options outstanding as of September 28, 2014. The change in number of options from the initial grant was due to new options granted or forfeitures. With respect to the shares underlying the options granted on these dates, the exercise price is $10.00 per share. For options granted on October 16, 2013, February 14, 2014 and May 21, 2014, the weighted-average grant date fair value of the options granted was $2.43, $2.43 and $2.46 per share, respectively.

The weighted average assumptions used to estimate the fair values are as follows:

	Successor
	Three Months Ended
	Nine Months Ended
	March 29, 2015			March 30, 2014
	Stock Options Granted October 16, 2013			Stock Options Granted February 14, 2014			Stock Options Granted May 21, 2014
Exercise price	$	13.50		$	10.00
Exercise price	$	10.00		$	10.00		$	10.00
Risk-free interest rate	1.50		%	1.41		%
Risk-free interest rate	1.41		%	1.41		%	1.55		%
Expected term (in years)	5.0			5.0
Expected term (in years)	5.0			5.0			5.0
Expected volatility	25.0		%	24.3		%
Expected volatility	24.3		%	24.3		%	24.3		%
Expected forfeiture rate	5.0		%	5.0		%
Expected forfeiture rate	5.0		%	5.0		%	5.0		%
Expected dividend yield	—		%	—		%	—		%

The compensation cost related to equity plans ~~primarily recognized in SG&A~~ and ~~Merger~~the related ~~costs,~~tax ~~and~~benefit ~~the~~is ~~related~~primarily ~~tax~~recognized ~~benefit,~~in ~~are~~SG&A as follows:

	Successor
	Three Months Ended
	June 30 - September 28, 2014		June 24 - September 22, 2013
	March 29, 2015		March 30, 2014
	(In millions)
Pre-tax compensation cost	$	2.64	$	1.94
Tax benefit	0.98		0.65
After-tax compensation cost	$	1.76	$	10.39

	Successor				Predecessor
	December 30, 2013 - September 28, 2014		February 8 - September 22, 2013		December 24, 2012 - June 7, 2013
	(In millions)
Pre-tax compensation cost	$	6.2	$	1.9	$	36.4
Tax benefit	2.1		0.6		11.2
After-tax compensation cost	$	4.1	$	1.3	$	25.2

~~Unrecognized~~H. ~~compensation cost related to unvested stock option awards under the 2013 Omnibus Plan was $41~~J.5 ~~million~~HEINZ asCORPORATION ofII ~~September 28,~~AND ~~2014.~~ SUBSIDIARIES

InNOTES TO ~~connection~~CONDENSED ~~with~~CONSOLIDATED ~~the~~FINANCIAL ~~Merger~~STATEMENTS ~~and~~— ~~in accordance with the change in control provisions, all outstanding stock option awards, restricted stock units~~ (~~except for retention RSUs~~CONTINUED) and restricted stock awards issued pursuant to various shareholder-approved plans and a shareholder-authorized employee stock purchase plan were automatically canceled and converted into the right to receive $72.50 in cash on June 7, 2013.

In the predecessor period ended June 7, 2013, the Company granted performance awards as permitted in the Fiscal Year 2003 Stock Incentive Plan, subject to the achievement of certain performance goals. These performance awards were tied to the Company’s Relative Total Shareholder Return (~~“Relative TSR”~~Unaudited) Ranking within the defined Long-Term Performance Program (“LTPP”) peer group and the two-year average after-tax Return on Invested Capital (“ROIC”) metrics. The Relative TSR metric was based on the two-year cumulative return to shareholders from the change in stock price and dividends paid between the starting and ending dates. These LTPP awards were settled in connection with the Merger.

A 21summary of the Company’s stock option activity and related information is as follows:

The compensation cost related to LTPP awards primarily recognized in SG&A and the related tax benefit during the Predecessor periods presented are as follows (there was no compensation cost related to LTPP awards in the Successor periods):



	Number of Options
Options outstanding at December 28, 2014	19,332,920
Options granted	3,816,285
Options forfeited	(193,573	)
Options exercised	(7,625	)
Options outstanding at March 29, 2015	22,948,007

	Predecessor
	December 24, 2012 - June 7, 2013
	(In millions)
Pre-tax compensation cost	$	8.1
Tax benefit	2.8
After-tax compensation cost	$	5.3


(8)	Pensions and Other Post-Retirement Benefits

(10) Pensions and Other Post-Retirement Benefits

The Company's employees participate in various employee benefit plans that were in place prior to the acquisition.

The components of net periodic benefit (income)/expense are as follows:

	Successor						Successor
	First Quarter Ended
	March 29, 2015			March 30, 2014			March 29, 2015			March 30, 2014
	Pension Benefits						Other Retiree Benefits
	June 30 - September 28, 2014			June 24 - September 22, 2013			June 30 - September 28, 2014			June 24 - September 22, 2013
	(In thousands)
Service cost	$	76,~~303~~350		$	97,~~555~~472		$	~~1,430~~993		$	1,~~640~~409
Interest cost	3426,~~959~~216			3334,~~190~~958			21,~~209~~818			2,~~334~~192
Expected return on plan assets	(5647,~~206~~945		)	(5354,~~720~~867		)	—			—
Amortization of prior service cost/(credit)	—			—			(1,577		)	—(1,577		)
Amortization of unrecognized (gain)/loss	~~(16~~743		)	—(15		)	—			—
Special Termination Benefits	1,784			—			—			—
Settlements	265			—			—			—
Curtailment (gains) and settlement losses	(1,494		)	—			(6,868		)	—
Net periodic benefit (income)/expense	$	(14,371	)	$	(12,452	)	$	1,234		$	2,024
Net periodic benefit (income)/expense	$	(13,670	)	$	(10,975	)	$	(4,806	)	$	3,974

	Successor						Predecessor			Successor					Predecessor
	Pension Benefits									Other Retiree Benefits
	December 30, 2013 - September 28, 2014			February 8 - September 22, 2013			December 24, 2012 - June 7, 2013			December 30, 2013 - September 28, 2014			February 8 - September 22, 2013		December 24, 2012 - June 7, 2013
	(In thousands)
Service cost	$	22,353		$	10,950		$	14,673		$	4,256		$	1,905	$	2,909
Interest cost	105,320			38,342			57,912			6,591			2,705		4,260
Expected return on plan assets	(166,631		)	(63,750		)	(111,162		)	—			—		—
Amortization of prior service cost/(credit)	—			—			1,077			(4,731		)	—		(2,736		)
Amortization of unrecognized (gain)/loss	(47		)	—			35,759			—			—		823
Special Termination Benefits	1,784			—			17,230			—			—		—
Curtailment (gains) and settlement losses	(2,289		)	—			3,177			(6,868		)	—		—
Net periodic benefit (income)/expense	$	(39,510	)	$	(14,458	)	$	18,666		$	(752	)	$	4,610	$	5,256

The amounts recognized for pension benefits as Other non-current assets on the Company's condensed consolidated balance sheets were $583.0 million as of March 29, 2015 and $581.3 million as of December 28, 2014.

~~The~~During ~~Company~~the ~~realized~~first aquarter ~~curtailment gain~~ of ~~$1.5~~2015, ~~million~~the ~~and~~Company contributed $615.90 million onto ~~the~~these ~~Canadian~~ defined benefit ~~and post retirement medical~~ plans,. The ~~respectively,~~Company ~~and~~expects asto amake ~~result~~combined ~~remeasured~~cash ~~the~~contributions ~~projected~~of ~~benefit~~approximately ~~obligation~~$87.6 ~~which~~million ~~resulted~~for inthe anyear ~~adjustment~~ended ofJanuary 3, ~~$25~~2016.5 However, ~~million~~actual tocontributions ~~accumulated~~may ~~other~~be ~~comprehensive~~affected ~~income,~~by ~~net~~pension ofasset ~~tax~~and ~~for~~liability ~~three~~valuations ~~months~~during ~~ended~~the ~~September 28, 2014~~year.

2214

~~The Company realized a curtailment gain of $0~~H.8 ~~million on the United Kingdom defined benefit plans and as a result remeasured the projected benefit obligation which resulted in an adjustment of $27~~J.9 ~~million~~HEINZ toCORPORATION ~~accumulated~~II ~~other~~AND ~~comprehensive income, net of tax for six months ended June 29, 2014.~~SUBSIDIARIES

~~The~~NOTES TO ~~Company~~CONDENSED ~~elected~~CONSOLIDATED toFINANCIAL ~~accelerate~~STATEMENTS ~~vesting~~— of(CONTINUED) benefits under certain supplemental retirement plans upon consummation of the Merger. The expense associated with the accelerated vesting of $17.2 million was recognized in the Predecessor periods ended June 7, 2013.

The amounts recognized for pension benefits as Other non-current assets on the Company's condensed consolidated balance sheets were $549.5 million as of September 28, 2014 and $502.2 million as of December 29, 2013.(Unaudited)

~~During~~(9) ~~the~~Comprehensive first nine months of 2014, the Company contributed $60 million to these defined benefit plans. The Company expects to make combined cash contributions of approximately $94 million for the year ended December 28, 2014. However, actual contributions may be affected by pension asset and liability valuations during the year. Income/(Loss)

~~During~~The ~~the~~following ~~first~~tables ~~quarter~~summarize ~~of 2014,~~ the ~~Company~~allocation ~~announced~~of ~~its~~total ~~intention~~comprehensive toincome ~~terminate~~between ~~the~~H. ~~salaried~~J. ~~and~~Heinz ~~non-union~~Corporation USII ~~defined~~and ~~benefit~~the ~~plan~~noncontrolling ~~effective~~interest ~~April~~for ~~30, 2014. The Company wound up~~ the ~~Canadian~~first ~~salaried~~quarters ~~and~~ended ~~Canadian hourly defined benefit plans effective~~ March 28 29, ~~2014~~2015 and ~~July 15~~March 30, 2014, respectively These announcements had no impact on the condensed consolidated statements of operations, condensed consolidated balance sheet or condensed consolidated statement of cash flows as at and for the three and nine months ended September 28, 2014.:

(11) Comprehensive Income



	First Quarter Ended
	March 29, 2015									March 30, 2014
	H. J. Heinz Corporation II			Noncontrolling Interest			Total			H. J. Heinz Corporation II			Noncontrolling Interest			Total
	(In thousands)
Net income/(loss)	$	276,431		$	2,778		$	279,209		$	195,202		$	3,283		$	198,485
Other comprehensive income/(loss), net of tax:
Foreign currency translation adjustments	(779,979		)	(14,213		)	(794,192		)	105,287			8,160			113,447
Net deferred gains/(losses) on net investment hedges from periodic revaluations	432,089			—			432,089			(115,446		)	—			(115,446		)
Net pension and post-retirement benefit (losses)/gains	(1,230		)	—			(1,230		)	—			—			—
Reclassification of net pension and post-retirement benefit (gains)/losses to net income	(315		)	—			(315		)	(993		)	(1		)	(994		)
Net deferred gains/(losses) on cash flow hedges from periodic revaluations	(66,869		)	326			(66,543		)	(58,989		)	(620		)	(59,609		)
Net deferred (gains)/losses on cash flow hedges reclassified to earnings	1,027			—			1,027			(2,591		)	(204		)	(2,795		)
Total comprehensive income/(loss)	(138,846		)	(11,109		)	(149,955		)	122,470			10,618			133,088

The following tables summarize the allocation of total comprehensive income between H. J. Heinz Corporation II and the noncontrolling interest for the third quarters ended September 28, 2014 and September 22, 2013, respectively:

	Successor
	June 30 - September 28, 2014									June 24 - September 22, 2013
	H. J. Heinz Corporation II			Non-controllingInterest			Total			H. J. Heinz Corporation II			Non-controllingInterest			Total
	(In thousands)
Net income/(loss)	$	171,618		$	2,363		$	173,981		$	(11,767	)	$	2,363		$	(9,404	)
Other comprehensive (loss)/income, net of tax:
Foreign currency translation adjustments (losses)/gains	(708,453		)	(4,177		)	(712,630		)	298,402			(10,395		)	288,007
Net deferred gains on net investment hedges from periodic revaluations	268,375			—			268,375			—			—			—
Net pension and post-retirement benefit losses	(25,481		)	—			(25,481		)	—			—			—
Net pension and post-retirement benefit gains reclassified to earnings	(986		)	—			(986		)	—			—			—
Net deferred gains/(losses) on derivatives from periodic revaluations	23,164			(65		)	23,099			(3,609		)	286			(3,323		)
Net deferred losses/(gains) on derivatives reclassified to earnings	3,782			83			3,865			(1,180		)	(39		)	(1,219		)
Total comprehensive (loss)/income	$	(267,981	)	$	(1,796	)	$	(269,777	)	$	281,846		$	(7,785	)	$	274,061

	Successor																		Predecessor
	December 30, 2013 - September 28, 2014									February 8 - September 22, 2013									December 24, 2012 - June 7, 2013
	H. J. Heinz Corporation II			Non-controllingInterest			Total			H. J. Heinz Corporation II			Non-controllingInterest			Total			H. J. Heinz Corporation II			Non-controllingInterest			Total
	(In thousands)
Net income/(loss)	$	493,537		$	13,449		$	506,986		$	(52,911	)	$	2,370		$	(50,541	)	$	95,002		$	6,685		$	101,687
Other comprehensive (loss)/income, net of tax:
Foreign currency translation adjustments (losses)/gains	(416,748		)	(1,105		)	(417,853		)	136,589			(16,068		)	120,521			(231,442		)	(5,053		)	(236,495		)
Net deferred gains on net investment hedges from periodic revaluations	108,541			—			108,541			—			—			—			—			—			—
Net pension and post-retirement benefit losses	(53,366		)	—			(53,366		)	—			—			—			(189,294		)	—			(189,294		)
Net pension and post-retirement benefit (gains)/losses reclassified to earnings	(2,965		)	—			(2,965		)	—			—			—			26,908			(41		)	26,867
Net deferred (losses)/gains on derivatives from periodic revaluations	(135,800		)	(421		)	(136,221		)	103,693			286			103,979			(5,018		)	40			(4,978		)
Net deferred (gains)/losses on derivatives reclassified to earnings	(176		)	(17		)	(193		)	(1,180		)	(39		)	(1,219		)	22,670			4			22,674
Total comprehensive (loss)/income	$	(6,977	)	$	11,906		$	4,929		$	186,191		$	(13,451	)	$	172,740		$	(281,174	)	$	1,635		$	(279,539	)

The tax (expense)/benefit associated with each component of other comprehensive income/(loss) is as follows:

	First Quarter Ended
	H. J. Heinz Corporation II			NoncontrollingInterest			Total
	(In thousands)
Successor
March 30, 2014
June 24 - September 22, 2013
Foreign currency translation adjustments	$	73		$	—		$	73
Net pension and post-retirement benefit (losses)/gains	$	—		$	—		$	—
Net deferred gains/(losses) on net investment hedges from periodic revaluations	$	71,511		$	—		$	71,511
Net pension and post-retirement benefit (gains)/losses reclassified to earnings	$	—		$	—		$	—
Reclassification of net pension and post-retirement benefit (gains)/losses to net income	$	(599	)	$	—		$	(599	)
Net deferred (losses)/gains on derivatives from periodic revaluations	$	(722	)	$	(95	)	$	(817	)
Net deferred gains/(losses) on cash flow hedges from periodic revaluations	$	30,701		$	206		$	30,907
Net deferred (gains)/losses on derivatives reclassified to earnings	$	(288	)	$	(13	)	$	(301	)
Net deferred (gains)/losses on cash flow hedges reclassified to earnings	$	(2,784	)	$	(69	)	$	(2,853	)
June 30 - September 28, 2014
March 29, 2015
Net deferred gains on net investment hedges from periodic revaluations	$	(165,920	)	$	—		$	(165,920	)
Foreign currency translation adjustments	$	—		$	—		$	—
Net pension and post-retirement benefit (losses)/gains	$	8,809		$	—		$	8,809
Net deferred gains/(losses) on net investment hedges from periodic revaluations	$	(319,151	)	$	—		$	(319,151	)
Net pension and post-retirement benefit (gains)/losses reclassified to earnings	$	(607	)	$	—		$	(607	)
Net pension and post-retirement benefit gains/(losses)	$	750		$	—		$	750
Net deferred (losses)/gains on derivatives from periodic revaluations	$	(14,597	)	$	22		$	(14,575	)
Reclassification of net pension and post-retirement benefit (gains)/losses to net income	$	(254	)	$	—		$	(254	)
Net deferred (gains)/losses on derivatives reclassified to earnings	$	(1,748	)	$	28		$	(1,720	)
Net deferred gains/(losses) on cash flow hedges from periodic revaluations	$	45,211		$	(109	)	$	45,102
Net deferred (gains)/losses on cash flow hedges reclassified to earnings	$	(1,829	)	$	—		$	(1,829	)

2415

	H. J. Heinz Corporation II			NoncontrollingInterest			Total
	(In thousands)
Predecessor
December 24, 2012 - June 7, 2013
Net pension and post-retirement benefit (losses)/gains	$	75,526		$	—		$	75,526
Net pension and post-retirement benefit (gains)/losses reclassified to earnings	$	11,191		$	—		$	11,191
Net deferred (losses)/gains on derivatives from periodic revaluations	$	13,484		$	(13	)	$	13,471
Net deferred losses on derivatives reclassified to earnings	$	22,118		$	1		$	22,119
Successor
February 8 - September 22, 2013
Net change in fair value of net investment hedges	$	—		$	—		$	—
Net pension and post-retirement benefit (losses)/gains	$	—		$	—		$	—
Net pension and post-retirement benefit (gains)/losses reclassified to earnings	$	—		$	—		$	—
Net deferred (losses)/gains on derivatives from periodic revaluations	$	(55,735	)	$	(95	)	$	(55,830	)
Net deferred gains on derivatives reclassified to earnings	$	(288	)	$	(13	)	$	(301	)
December 30, 2013 - September 28, 2014
Net deferred gains on net investment hedges from periodic revaluations	$	(67,235	)	$	—		$	(67,235	)
Net pension and post-retirement benefit (losses)/gains	$	15,780		$	—		$	15,780
Net pension and post-retirement benefit (gains)/losses reclassified to earnings	$	(1,813	)	$	—		$	(1,813	)
Net deferred (losses)/gains on derivatives from periodic revaluations	$	64,099		$	141		$	64,240
Net deferred gains on derivatives reclassified to earnings	$	(6,911	)	$	(6	)	$	(6,917	)

H. J. HEINZ CORPORATION II AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (CONTINUED)

(Unaudited)

The following table provides a summary of the changes in the carrying amount of accumulated other comprehensive (loss)/income, net of tax, by component attributable to H. J. Heinz Corporation II:

	Foreign currency translation adjustments			Net pension and post retirement benefit			Net cash flow hedges			Total
Successor	(In thousands)
	(In thousands)
Balance as of December 29, 2013	$	22,548		$	102,464		$	107,998		$	233,010
Balance as of December 28, 2014	(573,555		)	61,560			(61,491		)	(573,486		)
Foreign currency translation adjustments	(~~416~~779,~~748~~979		)	—			—			(~~416~~779,~~748~~979		)
Net deferred gains on net investment hedges from periodic revaluations	108,541			—			—			108,541
Net deferred gains/(losses) on net investment hedges from periodic revaluations	432,089			—			—			432,089
Net pension and post-retirement benefit (losses)/gains	—			(53,366		)	—			(53,366		)
Net pension and post-retirement benefit gains/(losses)	—			(1,230		)	—			(1,230		)
Net pension and post-retirement benefit (gains)/losses reclassified to earnings	—			(2,965		)	—			(2,965		)
Reclassification of net pension and post-retirement benefit (gains)/losses to net income	—			(315		)	—			(315		)
Net deferred losses on derivatives from periodic revaluations	—			—			(135,800		)	(135,800		)
Net deferred gains/(losses) on cash flow hedges from periodic revaluations	—			—			(66,869		)	(66,869		)
Net deferred (gains)/losses on derivatives reclassified to earnings	—			—			(176		)	(176		)
Net deferred (gains)/losses on cash flow hedges reclassified to earnings	—			—			1,027			1,027
Net current-period other comprehensive loss	$	(308,207	)	$	(56,331	)	$	(135,976	)	$	(500,514	)
Net current-period other comprehensive income/(loss)	(347,890		)	(1,545		)	(65,842		)	(415,277		)
Balance as of September 28, 2014	$	(285,659	)	$	46,133		$	(27,978	)	$	(267,504	)
Balance as of March 29, 2015	$	(921,445	)	$	60,015		$	(127,333	)	$	(988,763	)

The 25following table presents the affected earnings line for reclassifications out of accumulated other comprehensive income/(loss), net of tax, by component attributable to H. J. Heinz Corporation II for the first quarters ended March 29, 2015 and March 30, 2014:

The following table presents the affected earnings line for reclassifications out of accumulated other comprehensive income/(loss), net of tax, by component attributable to H. J. Heinz Corporation II for the third quarters and nine months ended September 28, 2014 and September 22, 2013:



Accumulated other comprehensive income/(loss) component	Reclassified from accumulated other comprehensive income/(loss) to earnings						Line affected by reclassification
	Three months ended March 29, 2015			Three months ended March 30, 2014
	(In thousands)
Gains/(losses) on cash flow hedges:
Foreign exchange contracts	$	(612	)	$	(459	)	Sales
Foreign exchange contracts	4,488			5,048			Cost of products sold
Foreign exchange contracts	(179		)	(38		)	Selling, general, and administrative expenses
Foreign exchange contracts	854			818			Other income/(expense)
Foreign exchange contracts	—			6			Interest expense
Interest rate swap contracts	(3,749		)	—			Interest expense
	802			5,375			Gains/(losses) in income before income taxes
	(1,829		)	(2,784		)	Provision for income taxes
	$	(1,027	)	$	2,591		Gains/(losses) in net income

Gains/(losses) on pension and post retirement benefit:
Amortization of unrecognized gains/(losses)	$	(743	)	$	15		(a)
Prior service credit/(cost)	1,577			1,577			(a)
Settlement loss	(265		)	—			(a)
	569			1,592			Gains/(losses) in income before income taxes
	(254		)	(599		)	Provision for income taxes
	$	315		$	993		Gains/(losses) in net income

Accumulated other comprehensive income/(loss) component	Reclassified from accumulated other comprehensive income/(loss) to earnings						Line affected by reclassification
	(In thousands)
	Successor
	June 30 - September 28, 2014			June 24 - September 22, 2013
Gains/(losses) on cash flow hedges:
Foreign exchange contracts	$	(624	)	$	125		Sales
Foreign exchange contracts	(1,558		)	650			Cost of products sold
Foreign exchange contracts	—			(19		)	Selling, general, and administrative expenses
Foreign exchange contracts	148			672			Other expense
Foreign exchange contracts	—			—			Interest expense
Interest rate contracts	—			40			Interest expense
Cross-currency interest rate swap contracts	—			—			Other expense
Cross-currency interest rate swap contracts	—			—			Interest expense
	$	(2,034	)	$	1,468		Gains/(losses) from continuing operations before income tax
	(1,748		)	(288		)	Provision for income taxes
	$	(3,782	)	$	1,180		Gains/(losses) from continuing operations
Gains/(losses) on pension and post retirement benefit:
Amortization of unrecognized gain/(loss)	$	16		$	—		(a)
Prior service credit/(cost)	1,577			—			(a)
Settlement loss	—			—			(a)
	$	1,593		$	—		Gains/(losses) from continuing operations before income tax
	(607		)	—			Provision for income taxes
	$	986		$	—		Gains/(losses) from continuing operations

______________________________________

(a) As these components are included in the computation of net periodic pension and post- retirement benefit costs refer to Note 108 for further details.

2616

Accumulated other comprehensive income/(loss) component	Reclassified from accumulated other comprehensive income/(loss) to earnings									Line affected by reclassification
	(In thousands)
	Successor						Predecessor
	December 30, 2013 - September 28, 2014			February 8 - September 22, 2013			December 24, 2012 - June 7, 2013
Gains/(losses) on cash flow hedges:
Foreign exchange contracts	$	(967	)	$	125		$	4,836		Sales
Foreign exchange contracts	7,207			650			4,695			Cost of products sold
Foreign exchange contracts	(125		)	(19		)	—			Selling, general, and administrative expenses
Foreign exchange contracts	966			672			9,761			Other expense
Foreign exchange contracts	6			—			230			Interest expense
Interest rate contracts	—			40			(98		)	Interest expense
Cross-currency interest rate swap contracts	—			—			(52,447		)	Other expense
Cross-currency interest rate swap contracts	—			—			(11,765		)	Interest expense
	$	7,087		$	1,468		$	(44,788	)	Gains/(losses) from continuing operations before income tax
	(6,911		)	(288		)	22,118			Provision for income taxes
	$	176		$	1,180		$	(22,670	)	Gains/(losses) from continuing operations
Gains/(losses) on pension and post retirement benefit:
Amortization of unrecognized gains/(losses)	$	47		$	—		$	(36,582	)	(a)
Prior service credit/(cost)	4,731			—			1,659			(a)
Settlement loss	—			—			(3,176		)	(a)
	$	4,778		$	—		$	(38,099	)	Gains/(losses) from continuing operations before income tax
	(1,813		)	—			11,191			Provision for income taxes
	$	2,965		$	—		$	(26,908	)	Gains/(losses) from continuing operations

H. J. HEINZ CORPORATION II AND SUBSIDIARIES

~~______________________________________~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (CONTINUED)

(aUnaudited) ~~As these components are included in the computation of net periodic pension and post-retirement benefit costs refer to Note 10 for further details.~~

(1210) Changes in Equity

The following table provides a summary of the changes in the carrying amounts of total equity, H. J. Heinz Corporation II shareholder equity and equity attributable to the noncontrolling interest:

	Capital Stock			Additional Capital		Retained Earnings			AccumulatedOCI			NoncontrollingInterest			Total
Successor	(In thousands)
	(In thousands)
Balance as of December 29, 2013	$	16,140,000		$	1,427	$	(77,021	)	$	233,010		$	215,842		$	16,513,258
Balance as of December 28, 2014	$	15,997,578		$	13,751	$	—		$	(573,486	)	$	218,918		$	15,656,761
Comprehensive income/(loss) (a)	—			—		~~493~~276,~~537~~431			(~~500~~415,~~514~~277		)	10(7,~~464~~932		)	3(146,~~487~~778		)
Dividends paid to shareholder	~~(123,484~~—		)	—		(~~416~~180,~~516~~000		)	—			—			(~~540~~180,000		)
Capital contribution (b)	—			48,~~361~~098		—			—			—			48,~~361~~098
Stock option expense	—			62,~~162~~988		—			—			—			62,~~162~~988
Balance at September 28, 2014	$	16,016,516		$	11,950	$	—		$	(267,504	)	$	226,306		$	15,987,268
Balance at March 29, 2015	$	15,997,578		$	24,837	$	96,431		$	(988,763	)	$	210,986		$	15,341,069

______________________________________

(a) The allocation of the individual components of comprehensive income/(loss) attributable to H. J. Heinz Corporation II and the noncontrolling interest is disclosed in Note 119. Comprehensive ~~income~~loss attributable to the redeemable noncontrolling interest is $13.42 million for the ~~nine~~three months ended ~~September~~March 2829, ~~2014~~2015.

(b) Represents non cash capital contribution associated with the push down of shares issued by Parent to certain employees in conjunction with the Bonus Swap Program. See Note 97.

(11) 27Debt

(13) Debt

The Company's long-term debt consists of the following:

	Successor
	March 29, 2015			December 28, 2014
	September 28, 2014			December 29, 2013
	(Unaudited)
	(In thousands)
$2.95 billion Term B-1 Loan	$	2,~~908~~122,~~932~~477		$	2,~~929~~769,~~213~~422
$6.55 billion Term B-2 Loan	64,~~471~~282,~~153~~623			65,~~518~~588,~~524~~113
$3.10 billion 4.25% Second Lien Senior Secured Notes due 2020	3,100,000			3,100,000
Other U.S. Dollar Debt due May 2013 — November 2034 (0.94%—7.96%)	9,891			10,774
$2.00 billion 4.875% Second Lien Senior Secured Notes due 2025	2,000,000			—
Other Non-U.S. Dollar Debt due May 2013 — May 2023 (3.50%—11.00%)	61,812			70,411
Other U.S. Dollar Debt due May 2013 — November 2034 (0.94%—7.96%)	9,725			9,808
Other Non-U.S. Dollar Debt due May 2013 — May 2023 (3.50%—11.00%)	46,650			53,005
2.00% U.S. Dollar Notes due September 2016	58,308			58,308
1.50% U.S. Dollar Notes due March 2017	17,742			17,~~743~~742
3.125% U.S. Dollar Notes due September 2021	34,433			34,433
2.85% U.S. Dollar Notes due March 2022	5,599			5,599
$235 million 6.375% U.S. Dollar Debentures due July 2028	256,~~902~~120			~~258~~256,~~075~~511
£125 million 6.25% British Pound Notes due February 2030	~~214~~196,~~845~~369			~~218~~205,~~507~~513
$437 million 6.75% U.S. Dollar Notes due March 2032	~~475~~474,~~281~~172			~~476~~474,~~943~~726
$931 million 7.125% U.S. Dollar Notes due August 2039	1,~~024~~022,~~070~~196			1,~~026~~023,~~881~~133
	14,638,968			14,725,411
	13,626,414			13,596,313
Less portion due within one year	(~~108~~10,~~538~~145		)	(~~107~~11,~~765~~326		)
Total long-term debt	$	1413,~~530~~616,~~430~~269		$	1413,~~617~~584,~~646~~987
Weighted-average interest rate on long-term debt, including the impact of applicable interest rate swaps	4.0224		%	4.0102		%

Senior Credit Facilities

The Senior Credit Facilities are with a syndicate of banks and other financial institutions and provide financing of up to $9.5 billion and consist of (i)(a) term B-1 loans in an aggregate principal amount of $2.95 billion (the “B-1 Loans”) and (b) term B-2 loans in aggregate principal amount of $6.55 billion (the “B-2 Loans”) in each case under the new senior secured term loan facilities (the “Term Loan Facilities”) and (ii) revolving loans of up to $2.0 billion (including revolving loans, swingline loans and letters of credit), a portion of which may be denominated in Euro, Sterling, Australian Dollars, Japanese Yen or New Zealand Dollars, under the new senior secured revolving loan facilities (the “Revolving Credit Facilities” and, together with the Term Loan Facilities, the "Senior Credit Facilities").

H. J. HEINZ CORPORATION II AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (CONTINUED)

(Unaudited)

B-2 loans in aggregate principal amount of $6.55 billion (the “B-2 Loans”) in each case under the new senior secured term loan facilities (the “Term Loan Facilities”) and (ii) revolving loans of up to $2.0 billion (including revolving loans, swingline loans and letters of credit), a portion of which may be denominated in Euro, Sterling, Australian Dollars, Japanese Yen or New Zealand Dollars, under the new senior secured revolving loan facilities (the “Revolving Credit Facilities” and, together with the Term Loan Facilities, the "Senior Credit Facilities").

The borrower under the Senior Credit Facilities is Heinz. The obligations of Heinz under the Senior Credit Facilities are guaranteed by Holdings and each direct and indirect, existing and future, domestic material wholly-owned restricted subsidiary of the Company. The Senior Credit Facilities and any swap agreements and cash management arrangements provided by any party to the Senior Credit Facilities or any of its affiliates are expected to be secured on a first priority basis by a perfected security interest in substantially all of the Company's and each guarantor's tangible and intangible assets (subject to certain exceptions), including U.S. registered intellectual property, owned real property above a value to be agreed and all of the capital stock of the borrower and all capital stock directly held by the borrower or any subsidiary guarantor of each of its wholly-owned material restricted subsidiaries (limited to 65% of the capital stock of foreign subsidiaries).

The Senior Credit Facilities contain a number of customary affirmative and negative covenants that, among other things, ~~limit~~limits or ~~restrict~~restricts the ability of the Company and its restricted subsidiaries to incur additional indebtedness (including guarantee obligations); incur liens; engage in mergers, consolidations, liquidations and dissolutions (other than the 2013 Merger); sell assets; pay dividends and make other payments in respect of capital stock; make acquisitions, investments, loans and advances; pay and modify the terms of certain indebtedness; engage in certain transactions with affiliates; enter into negative pledge clauses and clauses restricting subsidiary distributions; and change its line of business.

In 28addition, under the Senior Credit Facilities, the Company is required to comply with a specified first lien senior secured leverage ratio to the extent any loans are outstanding under the New Revolving Credit Facility or Letters of Credit issued and outstanding thereunder exceed $50 million as of the end of any fiscal quarter. The Senior Credit Facilities also contain certain customary representations and warranties, affirmative covenants and events of default. As of March 29, 2015, the Company is in compliance with these credit facility covenants.

In addition, under the Senior Credit Facilities, the Company is required to comply with a specified first lien senior secured leverage ratio to the extent any loans are outstanding under the New Revolving Credit Facility or Letters of Credit issued and outstanding thereunder exceed $50 million as of the end of any fiscal quarter. The Senior Credit Facilities also contain certain customary representations and warranties, affirmative covenants and events of default. As of September 28, 2014, the Company is in compliance with these credit facility covenants.

4.25% Second Lien Senior Secured Notes

On April 1, 2013, in connection with the 2013 Merger, Merger Subsidiary completed the private placement of $3.1 billion aggregate principal amount of 4.25% ~~Exchange~~Second Lien Senior Secured Notes due 2020 (the “2020 Notes”) to initial purchasers for resale by the Initial Purchasers to qualified institutional buyers pursuant to Rule 144A under the Securities Act ~~of 1933, as amended ("Securities Act")~~ and to persons outside the United States under Regulation S of the Securities Act. The ~~Exchange~~2020 Notes were issued pursuant to an indenture (the “Indenture”), dated as of April 1, 2013, by and among Merger Subsidiary, Holdings and Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).

The ~~Exchange~~2020 Notes are jointly and severally, unconditionally guaranteed on a senior secured basis, by Holdings and each direct and indirect, existing and future, domestic material wholly-owned restricted subsidiary that guarantee our obligations under the Senior Credit Facilities. See Note 17 for more details.

The Indenture (as supplemented by the Supplemental Indenture) limits the ability of the Company and its restricted subsidiaries to incur additional indebtedness or guarantee indebtedness; create liens or use assets as security in other transactions; declare or pay dividends, redeem stock or make other distributions to stockholders; make investments; merge or consolidate, or sell, transfer, lease or dispose of substantially all of our assets; enter into transactions with affiliates; sell or transfer certain assets; and agree to certain restrictions on the ability of restricted subsidiaries to make payments to us. We were in compliance with these covenants as of ~~September~~March 2829, ~~2014~~2015.

The Company was required to cause an exchange offer registration statement for the Exchange Notes to be declared effective by the SEC under the Securities Act and to consummate the exchange offer not later than 365 days after the Merger closing date4.875% ~~The~~Second ~~Company~~Lien ~~filed~~Senior aSecured ~~Registration Statement for such an exchange offer on such Exchange~~ Notes ~~which became effective on May 7, 2014. See Note 18 for more details.~~

On January 30, 2015, H. J. Heinz Company completed the private placement of $2.0 billion aggregate principal amount of 4.875% Second Lien Senior Secured Notes due 2025 (the “2025 Notes”) to initial purchasers for resale by the Initial Purchasers to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States under Regulation S of the Securities Act. The 2025 Notes were issued pursuant to an indenture (the “Indenture”), dated as of January 30, 2015, by and among H. J. Heinz Company and MUFG Union Bank, N.A., as trustee (in such capacity, the “Trustee”) and Wells Fargo Bank, National Association, as collateral agent (in such capacity, the “Collateral Agent”). The 2025 Notes are jointly and severally, unconditionally guaranteed on a senior secured basis, by Holdings and each direct and indirect,

H. J. HEINZ CORPORATION II AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (CONTINUED)

(Unaudited)

existing and future, domestic material wholly-owned restricted subsidiary that guarantee our obligations under the Senior Credit Facilities. The 2025 Notes are issued under Rule 144A for life and will not be registered. See Note 17 for more details.

The net proceeds from this offering were used to repay $650.2 million of the B-1 Loans and $1,309.8 million of the B-2 Loans outstanding.

Debt issuance costs

As of ~~September~~March 2829, ~~2014~~2015, unamortized debt issuance costs were $66.4 ~~related~~million. Amortization toof ~~new~~these ~~borrowings~~debt ~~under~~issuance ~~our~~costs ~~current~~recorded ~~Senior~~was ~~Credit~~$9.8 ~~Facilities~~million ~~and~~ for the three months ended March ~~Exchange~~29, ~~Notes~~2015 ~~were~~and $~~255~~12.12 million for the three months ended March 30, 2014. ~~The~~These ~~following~~costs ~~table~~are ~~summarizes~~amortized using the ~~amortization~~effective interest method over the respective term of debt to which they specifically relate. During the first quarter of 2015, the Company wrote off $32.2 million of deferred debt issuance costs, ~~for~~of which $25.6 million was related to deferred financing fees and $6.6 million was related to original issuance discounts, as a result of a partial repayment of the ~~periods~~B-1 ~~presented:~~Loans and the B-2 Loans. In connection with the issuance of the Second Lien Senior Secured Notes during the first quarter of 2015, the Company paid debt issuance costs of $16.4 million.

	Successor				Successor				Predecessor
	June 30 - September 28, 2014		June 24 - September 22, 2013		December 30, 2013 - September 28, 2014		February 8 - September 22, 2013		December 24, 2012 - June 7, 2013
	(In millions)
Amortization of debt issuance costs	$	12.2	$	12.2	$	36.6	$	14.8	$	18.5


(12)	Financing Arrangements

~~These~~On ~~costs~~May ~~are~~28, ~~amortized~~2014, ~~using~~ the ~~effective~~Company ~~interest~~entered ~~method~~into ~~over~~an amendment of the ~~respective~~$175 million U.S. accounts receivable securitization program that extended the term until May 27, 2015. As a result of ~~debt~~the amendment, the limit has been reduced to ~~which~~$150 ~~they~~million ~~specifically~~and ~~relate~~the Company now accounts for transfers of receivables pursuant to this program as a sale and removes them from the consolidated balance sheet. For the sale of receivables under the program, the Company receives cash consideration of up to $150 million and a receivable for the remainder of the purchase price (the "Deferred Purchase Price"). Prior to this amendment and subsequent to a May 31, 2013 amendment, the Company accounted for transfers of receivables pursuant to this program as secured borrowings, and the receivables sold pursuant to this program were included on the balance sheet as trade receivables, along with the Deferred Purchase price.

On December 18, 2014, the Company entered into a new £90 million and €35 million European accounts receivable factoring program. The Company accounts for transfers of receivables pursuant to this program as a sale, and it removes them from the consolidated balance sheet. For the sale of receivables under the program, the Company receives cash consideration of up to ninety-five percent of the £90 million and €35 million facilities and records a receivable from the bank (14Deferred Purchase Price) ~~Financing~~for ~~Arrangements~~the remainder.

OnThe ~~May~~cash ~~28,~~consideration ~~2014,~~and carrying amount of receivables removed from the ~~Company~~consolidated ~~entered~~balance ~~into~~sheets anin ~~amendment~~connection ofwith the above programs were $~~175~~264.3 million ~~accounts~~and ~~receivable~~$284.2 ~~securitization~~million ~~program~~as ~~that~~of ~~extended~~March 29, ~~the~~2015 ~~term~~and ~~until~~December ~~May 27~~28, ~~2015~~2014, respectively. AsThe afair ~~result~~value of the ~~amendment,~~Deferred ~~the~~Purchase ~~limit~~Price ~~has~~was ~~been~~$153.0 ~~reduced~~million toand $~~150~~160.8 million ~~and~~as ~~the~~of ~~Company~~March 29, ~~now~~2015 ~~accounts~~and ~~for~~December ~~transfers~~28, of2014, ~~receivables~~respectively. ~~pursuant~~The toDeferred ~~this~~Purchase ~~program~~Price is included as a ~~sale~~trade ~~and~~receivable iton ~~removes them from~~ the consolidated balance ~~sheet.~~sheets ~~For~~and ~~the~~has ~~sale~~a ofcarrying ~~receivables~~value ~~under~~which ~~the~~approximates ~~program,~~fair ~~the~~value ~~Company~~as ~~receives cash consideration~~ of upMarch 29, to2015 ~~$150~~and ~~million~~December ~~and~~28, a2014 ~~receivable~~due ~~for~~to the ~~remainder~~nature of the ~~purchase~~short-term ~~price~~underlying ~~(the~~financial ~~"Deferred Purchase Price")~~assets. The ~~cash~~proceeds ~~consideration~~from ~~and~~these ~~the~~sales ~~carrying~~are ~~amount~~recognized ofon ~~receivables removed from~~ the ~~condensed~~statements ~~consolidated~~of ~~balance~~cash ~~sheet~~flows ~~was~~as ~~$150.0~~a ~~million~~component as of ~~September 28,~~operating ~~2014~~activities. The ~~fair~~Company ~~value~~acts ofas ~~the~~servicer ~~Deferred~~for ~~Purchase~~these ~~Price~~arrangements. ~~was~~The ~~$63.2~~Company ~~million~~has asnot ofrecorded ~~September 28,~~any ~~2014~~servicing ~~which~~assets isor ~~included~~liabilities as aof ~~trade~~March 29, ~~receivable~~2015 ~~on the condensed consolidated balance sheet~~ and ~~has~~December a28, ~~carrying~~2014 ~~value~~for ~~which~~these ~~approximates~~arrangements ~~fair~~because ~~value~~they aswere ofnot ~~September 28,~~material ~~2014, due~~ to the ~~nature of the short-term underlying~~ financial ~~assets~~statements.

~~Prior~~ to this amendment and subsequent to a May 31, 2013 amendment, the Company accounted for transfers of receivables pursuant to this program as secured borrowings, and the receivables sold pursuant to this program were included on the balance sheet as trade receivables, along with the Deferred Purchase price. 19

On August 29, 2014, the Company entered into a new $70 million Australian dollar and $50 million New Zealand dollar accounts receivable factoring program with a bank, replacing an existing arrangement with a different bankH. ~~These limits are net of the Deferred Purchase Price~~J. ~~This~~ isHEINZ aCORPORATION ~~one~~II ~~year~~AND agreement that automatically continues after one year until either the Company or the bank decides to terminate it. The Company accounts for transfers of receivables pursuant to this program as a sale, and it removes them from the consolidated balance sheet. For the sale of receivables under the program, the Company receives cash consideration of up to $70 million Australian dollars and $50 million New Zealand dollars and a receivable for the Deferred Purchase Price. The cash consideration and the carrying amount of receivables removed from the condensed consolidated balance sheet was $57.8 million as of September 28, 2014 (and $40.3 million at December 29, 2013 under the prior program). The fair value of the Deferred Purchase Price was $31.8 million as of September 28, 2014 which is included as a trade receivable on the condensed consolidated balance sheet and has a carrying value which approximates fair value as of September 28, 2014, due to the nature of the short-term underlying financial assets.SUBSIDIARIES

~~In addition, the Company acted as servicer for approximately $28.4 million and $36.2 million of trade receivables which were sold to unrelated third parties without recourse as of September~~NOTES ~~28,~~TO ~~2014~~CONDENSED ~~and~~CONSOLIDATED ~~December 29,~~FINANCIAL ~~2013,~~STATEMENTS ~~respectively.~~— ~~These~~(CONTINUED) ~~trade receivables are short-term in nature. The proceeds from these sales are recognized on the condensed consolidated statements of cash flows as a component of operating activities.~~

The Company has not recorded any servicing assets or liabilities as of September 28, 2014 and December 29, 2013 for the arrangements discussed above because the fair value of these servicing agreements as well as the fees earned were not material to the financial statements.(Unaudited)

(1513) Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy consists of three levels to prioritize the inputs used in valuations, as defined below:

Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: Unobservable inputs for the asset or liability.

As 30of March 29, 2015 and December 28, 2014, the fair values of the Company’s assets and liabilities measured on a recurring basis are categorized as follows:

As of September 28, 2014 and December 29, 2013, the fair values of the Company’s assets and liabilities measured on a recurring basis are categorized as follows:



	March 29, 2015								December 28, 2014
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Derivatives(a)	$	—	$	1,300,738	$	—	$	1,300,738	$	—	$	575,369	$	—	$	575,369
Total assets at fair value	$	—	$	1,300,738	$	—	$	1,300,738	$	—	$	575,369	$	—	$	575,369
Liabilities:
Derivatives(a)	$	—	$	219,422	$	—	$	219,422	$	—	$	141,709	$	—	$	141,709
Total liabilities at fair value	$	—	$	219,422	$	—	$	219,422	$	—	$	141,709	$	—	$	141,709

	September 28, 2014								December 29, 2013
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Derivatives(a)	$	—	$	284,021	$	—	$	284,021	$	—	$	346,665	$	—	$	346,665
Total assets at fair value	$	—	$	284,021	$	—	$	284,021	$	—	$	346,665	$	—	$	346,665
Liabilities:
Derivatives(a)	$	—	$	125,437	$	—	$	125,437	$	—	$	237,436	$	—	$	237,436
Total liabilities at fair value	$	—	$	125,437	$	—	$	125,437	$	—	$	237,436	$	—	$	237,436

_______________________________________

(a) Foreign currency derivative contracts are valued based on observable market spot and forward rates and classified within Level 2 of the fair value hierarchy. Interest rate swaps are valued based on observable market swap rates and classified within Level 2 of the fair value hierarchy. Cross-currency swaps are valued based on observable market spot and swap rates and classified within Level 2 of the fair value hierarchy.

The aggregate fair value of the Company's long-term debt, including the current portion, was $14.524 billion as compared with the carrying value of $1413.663 billion at ~~September~~March 2829, ~~2014~~2015, and $1413.759 billion as compared with the carrying value of $1413.760 billion at December 2928, ~~2013~~2014. The Company's debt obligations are valued based on market quotes and are classified within Level 2 of the fair value hierarchy.

There have been no transfers between Levels 1, 2 and 3 in the ~~third~~first ~~quarters~~quarter ~~ended~~of ~~September 28,~~2015 ~~2014~~or ~~and September 22, 2013, respectively~~2014.

(1614) Derivative Financial Instruments and Hedging Activities

The Company operates internationally, with manufacturing and sales facilities in various locations around the world, and utilizes certain derivative financial instruments to manage its foreign currency, debt and interest rate exposures. At ~~September~~March 2829, ~~2014~~2015, the Company had outstanding currency exchange, interest rate, and cross-currency swap derivative contracts with notional amounts of $2.73 billion, $96.04 billion and $89.39 billion respectively. At December 2928, ~~2013~~2014, the Company had outstanding currency exchange, interest rate, and cross-currency swap derivative contracts with notional amounts of $24.56 billion, $97.09 billion and $89.39 billion, respectively.

3120

~~The~~H. ~~following~~J. ~~table~~HEINZ ~~presents~~CORPORATION ~~the~~II ~~fair~~AND ~~values and corresponding balance sheet captions of the Company’s derivative instruments as of September 28, 2014 and December 29, 2013:~~SUBSIDIARIES

	September 28, 2014						December 29, 2013
	ForeignExchangeContracts		InterestRateContracts		Cross-Currency Swap Contracts		ForeignExchangeContracts		InterestRateContracts		Cross-Currency Swap Contracts
	(In thousands)
Assets:
Derivatives designated as hedging instruments:
Other receivables, net	$	24,828	$	—	$	—	$	37,072	$	—	$	—
Other non-current assets	2,905		87,508		79,563		4,129		265,390		31,303
	27,733		87,508		79,563		41,201		265,390		31,303
Derivatives not designated as hedging instruments:
Other receivables, net	89,217		—		—		8,771		—		—
Other non-current assets	—		—		—		—		—		—
	89,217		—		—		8,771		—		—
Total assets(1)	$	116,950	$	87,508	$	79,563	$	49,972	$	265,390	$	31,303
Liabilities:
Derivatives designated as hedging instruments:
Other payables	$	25,331	$	—	$	—	$	5,251	$	—	$	—
Other non-current liabilities	3,553		—		94,384		—		—		221,899
	28,884		—		94,384		5,251		—		221,899
Derivatives not designated as hedging instruments:
Other payables	2,169		—		—		10,286		—		—
Other non-current liabilities	—		—		—		—		—		—
Total liabilities(1)	$	31,053	$	—	$	94,384	$	15,537	$	—	$	221,899

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (CONTINUED)

(Unaudited)

The following table presents the fair values and corresponding balance sheet captions of the Company’s derivative instruments as of March 29, 2015 and December 28, 2014:



	March 29, 2015						December 28, 2014
	Foreign Exchange Contracts		Interest Rate Contracts		Cross-Currency Swap Contracts		Foreign Exchange Contracts		Interest Rate Contracts		Cross-Currency Swap Contracts
	(In thousands)
Assets:
Derivatives designated as hedging instruments:
Other receivables, net	$	48,966	$	—	$	—	$	43,290	$	—	$	—
Other non-current assets	—		—		1,191,388		3,290		2,392		357,007
	48,966		—		1,191,388		46,580		2,392		357,007
Derivatives not designated as hedging instruments:
Other receivables, net	34,695		—		—		158,424		—		—
Other non-current assets	25,689		—		—		10,966		—		—
	60,384		—		—		169,390		—		—
Total assets^(a)	$	109,350	$	—	$	1,191,388	$	215,970	$	2,392	$	357,007
Liabilities:
Derivatives designated as hedging instruments:
Other payables	$	24,601	$	—	$	—	$	13,939	$	—	$	—
Other non-current liabilities	135		101,960		85,477		1,102		16,306		2,335
	24,736		101,960		85,477		15,041		16,306		2,335
Derivatives not designated as hedging instruments:
Other payables	7,249		—		—		108,027		—		—
Other non-current liabilities	—		—		—		—		—		—
	7,249		—		—		108,027		—		—
Total liabilities^(a)	$	31,985	$	101,960	$	85,477	$	123,068	$	16,306	$	2,335

_______________________________________

(1a) The Company’s derivative financial instruments are subject to master netting arrangements that allow for the offset of asset and liabilities in the event of default or early termination of the contract. The Company elects to record the gross assets and liabilities of its derivative financial instruments in the ~~condensed~~ consolidated balance sheets. If the derivative financial instruments had been netted in the ~~condensed~~ consolidated balance sheets, the asset and liability positions each would have been reduced by $~~125~~219.4 million and $~~237~~141.47 million at ~~September~~March 2829, ~~2014~~2015 and December 2928, ~~2013~~2014, respectively. No material amounts of collateral were received or posted on the Company’s derivative assets and liabilities as of ~~September~~March 2829, ~~2014~~2015.

Refer to Note 1513 for further information on how fair value is determined for the Company’s derivatives.

3221

~~The~~H. ~~following~~J. ~~table~~HEINZ ~~presents~~CORPORATION ~~the~~II ~~pre-tax~~AND ~~effect of derivative instruments on the condensed consolidated statements of operations for the periods presented:~~SUBSIDIARIES

	Successor
	June 30 - September 28, 2014							June 24 - September 22, 2013
	Foreign ExchangeContracts			Interest RateContracts		Cross-Currency Swap Contracts		Foreign ExchangeContracts			Interest RateContracts			Cross-Currency Swap Contracts
	(In thousands)
Cash flow hedges:
Gains/(losses) recognized in other comprehensive income (effective portion)	$	7,836		$	29,925	$	—	$	10,315		$	(13,201	)	$	—
Net investment hedges:
Gains/(losses) recognized in other comprehensive income (effective portion)	—			—		434,616		—			—			—
Total gains/(losses) recognized in other comprehensive income (effective portion)	$	7,836		$	29,925	$	434,616	$	10,315		$	(13,201	)	$	—
Cash flow hedges:
Sales	$	(624	)	$	—	$	—	$	125		$	—		$	—
Cost of products sold	(1,558		)	—		—		650			—			—
Selling, general and administrative expenses	—			—		—		(19		)	—			—
Other expense, net	148			—		—		672			—			—
Interest expense	—			—		—		—			40			—
	(2,034		)	—		—		1,428			40			—
Fair value hedges:
Gains/(losses) recognized in other expense, net	—			—		—		—			—			—
Derivatives not designated as hedging instruments:
Unrealized gains/(losses) on derivative instruments	—			—		—		—			—			—
Gains/(losses) recognized in other expense, net	99,411			—		—		36,353			—			—
Gains/(losses) recognized in interest income	—			—		—		—			—			—
	99,411			—		—		36,353			—			—
Total gains/(losses) recognized in statement of operations	$	97,377		$	—	$	—	$	37,781		$	40		$	—

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (CONTINUED)

33(Unaudited)

	Successor																Predecessor
	December 30, 2013 - September 28, 2014								February 8 - September 22, 2013								December 24, 2012 - June 7, 2013
	Foreign ExchangeContracts			Interest RateContracts			Cross-Currency Swap Contracts		Foreign ExchangeContracts			Interest RateContracts			Cross-Currency Swap Contracts		Foreign ExchangeContracts			Interest RateContracts			Cross-CurrencyInterest RateSwap Contracts
	(In thousands)
Cash flow hedges:
Gains/(losses) recognized in other comprehensive income (effective portion)	$	(22,017	)	$	(177,882	)	$	—	$	17,881		$	141,547		$	—	$	39,351		$	—		$	(57,558	)
Net investment hedges:
Gains/(losses) recognized in other comprehensive income (effective portion)	—			—			175,776		—			—			—		—			—			—
Total gains/(losses) recognized in other comprehensive income (effective portion)	$	(22,017	)	$	(177,882	)	$	175,776	$	17,881		$	141,547		$	—	$	39,351		$	—		$	(57,558	)
Cash flow hedges:
Sales	$	(967	)	$	—		$	—	$	125		$	—		$	—	$	4,836		$	—		$	—
Cost of products sold	7,207			—			—		650			—			—		4,695			—			—
Selling, general and administrative expenses	(125		)	—			—		(19		)	—			—		—			—			—
Other expense, net	966			—			—		672			—			—		9,761			—			(52,447		)
Interest expense	6			—			—		—			40			—		230			(98		)	(11,765		)
	7,087			—			—		1,428			40			—		19,522			(98		)	(64,212		)
Fair value hedges:
Gains/(losses) recognized in other expense, net	—			—			—		—			(180		)	—		—			(8,065		)	—
Derivatives not designated as hedging instruments:
Unrealized gains/(losses) on derivative instruments	—			—			—		—			117,934			—		—			—			—
Gains/(losses) recognized in other expense, net	98,815			—			—		36,434			—			—		(2,922		)	—			—
Gains/(losses) recognized in interest income	—			—			—		—			—			—		—			(10,512		)	—
	98,815			—			—		36,434			117,934			—		(2,922		)	(10,512		)	—
Total gains/(losses) recognized in statement of operations	$	105,902		$	—		$	—	$	37,862		$	117,794		$	—	$	16,600		$	(18,675	)	$	(64,212	)

The following table presents the pre-tax effect of derivative instruments on the consolidated statement of income for the first quarters ended March 29, 2015 and March 30, 2014:



	First Quarter Ended
	March 29, 2015								March 30, 2014
	Foreign Exchange Contracts			Interest Rate Contracts			Cross-Currency Swap Contracts		Foreign Exchange Contracts			Interest Rate Contracts			Cross-Currency Swap Contracts
	(In thousands)
Cash flow hedges:
Gains/(losses) recognized in other comprehensive income (effective portion)	$	8,128		$	(120,209	)	$	—	$	(3,439	)	$	(86,251	)	$	—

Net investment hedges:
Gains/(losses) recognized in other comprehensive income (effective portion)	$	—		$	—		$	751,239	$	—		$	—		$	(186,958	)
Total gains/(losses) recognized in other comprehensive income (effective portion)	$	8,128		$	(120,209	)	$	751,239	$	(3,439	)	$	(86,251	)	$	(186,958	)

Cash flow hedges:
Sales	$	(612	)	$	—		$	—	$	(459	)	$	—		$	—
Cost of products sold	4,488			—			—		5,048			—			—
Selling, general and administrative expenses	(179		)	—			—		(38		)	—			—
Other income/(expense), net	854			—			—		818			—			—
Interest (expense)/income	—			(3,749		)	—		6			—			—
	4,551			(3,749		)	—		5,375			—			—

Derivatives not designated as hedging instruments:
Unrealized (losses)/gains on derivative instruments recognized in other expense, net	(1,887		)	—			—		—			—			—
Realized gains/(losses) on derivative instruments recognized in other expense, net	51,085			10,778			—		(17,419		)	—			—
	49,198			10,778			—		(17,419		)	—			—
Total amount recognized in statement of operations	$	53,749		$	7,029		$	—	$	(12,044	)	$	—		$	—

Foreign Currency Hedging:

The Company uses forward contracts and, to a lesser extent, option contracts to mitigate its foreign currency exchange rate exposure due to forecasted purchases of raw materials and sales of finished goods, and future settlement of foreign currency denominated assets and liabilities. The Company’s principal foreign currency exposures that are hedged include the Australian dollar, British pound sterling, Canadian dollar, ~~euro~~Euro, and the New Zealand dollar. Derivatives used to hedge forecasted transactions and specific cash flows associated with foreign currency denominated financial assets and liabilities that meet the criteria for hedge accounting are designated as cash flow hedges. Consequently, the effective portion of gains and losses is deferred as a component of accumulated other comprehensive loss and is recognized in earnings at the time the hedged item affects earnings, in the same line item as the underlying hedged item.

Interest Rate Hedging:

The Company uses interest rate swaps to manage debt and interest rate exposures. The Company is exposed to interest rate volatility with regard to existing and future issuances of fixed and floating rate debt. Primary exposures include U.S. Treasury rates and London Interbank Offered Rates (LIBOR). ~~Derivatives used to hedge risk associated with changes~~

Prior 34to the 2013 Merger date, Merger Subsidiary entered into interest rate swaps to mitigate exposure to variable rate debt that was raised to finance the acquisition. These agreements were not designated as hedging instruments prior to the acquisition date, and as such, we recognized the fair value of these instruments as an asset with gains recognized in income. As a result of the 2013 Merger and the transactions entered into in connection therewith, we have assumed the liabilities and obligations of Merger Subsidiary. Upon consummation of the acquisition, and as of March 29, 2015, these interest rate swaps with aggregate notional amounts of $9.0 billion and $6.4 billion, respectively, met the criteria for hedge accounting and were designated as

in the fair value of certain fixed-rate debt obligations are primarily designated as fair value hedges. Consequently, changes in the fair value of these derivatives, along with changes in the fair value of the hedged debt obligations that are attributable to the hedged risk, are recognized in current period earnings.22

~~The~~H. Company also entered into cross-currency interest rate swaps which were designated as cash flow hedges of the future payments of loan principal and interest associated with certain foreign denominated variable rate debt obligationsJ. AsHEINZ aCORPORATION ~~result~~II ofAND ~~the merger, these contracts were terminated in May 2013.~~SUBSIDIARIES

~~Prior~~NOTES TO toCONDENSED ~~the~~CONSOLIDATED ~~Merger~~FINANCIAL ~~date,~~STATEMENTS ~~Merger~~— ~~Subsidiary~~(CONTINUED) entered into interest rate swaps to mitigate exposure to variable rate debt that was raised to finance the acquisition. These agreements were not designated as hedging instruments prior to the acquisition date, and as such, we recognized the fair value of these instruments as an asset with gains recognized in income. As a result of the Merger and the transactions entered into in connection therewith, we have assumed the liabilities and obligations of Merger Subsidiary. Upon consummation of the acquisition, these interest rate swaps with an aggregate notional amount of $9.0 billion met the criteria for hedge accounting and were designated as hedges of future interest payments.

(Unaudited)

hedges of future interest payments. During the next 12 months, the Company expects $33.3 million of deferred losses reported in accumulated other comprehensive income to be amortized into earnings as interest expense, when the forecasted interest payments occur.

Deferred Hedging Gains and Losses:

As of ~~September~~March 2829, ~~2014~~2015, the Company is hedging forecasted ~~transactions~~inventory purchases and sales of finished goods for periods not exceeding 2 years. During the next 12 months, the Company expects $832.40 million of net deferred ~~losses~~gains reported in accumulated other comprehensive loss to be reclassified to earnings, assuming market rates remain constant through contract maturities. Hedge ineffectiveness related to cash flow hedges, as well as reclassifications to earnings due to hedged transactions nodeemed ~~longer~~probable ~~expected~~of tonot ~~occur~~occurring, which is reported in current period earnings as other income/(expense), net, was not significant for the ~~third~~first quarters of ~~2014~~Fiscal 2015 and ~~2013~~Fiscal 2014, respectively.

Hedges of Net Investments in Foreign Operations:

We have numerous investments in our foreign subsidiaries, the net assets of which are exposed to volatility in foreign currency exchange rates. Beginning in October 2013, we have used cross currency swaps to hedge a portion of our net investment in such foreign operations against adverse movements in exchange rates. We designated cross currency swap contracts between ~~the~~ pound sterling and USD, the ~~euro~~Euro and USD, the Australian ~~dollar~~Dollar and USD, the Japanese Yen and USD, and the ~~Japanese~~Canadian ~~yen~~Dollar and USD, as net investment hedges of a portion of our equity in foreign operations in those currencies. The component of the gains and losses on our net investment in these designated foreign operations, driven by changes in foreign exchange rates, are economically offset by movements in the fair values of our cross currency swap contracts. The fair value of the swaps is calculated each period with changes in fair value reported in foreign currency translation adjustments within accumulated other comprehensive income (loss), net of tax. Such amounts will remain in other comprehensive income (loss) until the complete or substantially complete liquidation of our investment in the underlying foreign operations.

In relation to the cross currency swaps:

•We pay 6.462% per annum on the pound sterling notional amount of £2.795 billion and receive 6.15% per annum on the USD notional amount of $4.505 billion on each January 8, April 8, July 8 and October 8, through the maturity date of the swap, which was also expected to be on October 8, 2019.

•We pay 5.696% per annum on the Euro notional amount of €2.21 billion and receive 6.15% per annum on the USD notional amount of $3.0 billion on each January 9, April 9, July 9 and October 9, through the maturity date of the swap, which was also expected to be on October 9, 2019.

•We pay 9.164% per annum on the Australian dollar notional amount of A$793.8 million and receive 6.15% per annum on the USD notional amount of $750.0 million on each January 10, April 10, July 10 and October 10, through the maturity date of the swap, which was also expected to be on October 10, 2019.

•We pay 4.104% per annum on the Japanese yen notional amount of ¥4~~,854~~.59 billion and receive 6.15% per annum on the USD notional amount of $50.0 million on each January 11, April 11, July 11 and October 11, through the maturity date of the swap, which was also expected to be on October 11, 2019.

~~The~~•We ~~net~~pay ~~amounts~~6.68% ~~paid~~per orannum ~~received~~ on athe ~~quarterly~~Canadian ~~basis~~dollar ~~are~~notional ~~recorded~~amount inof ~~Other~~C$1.822 ~~expense,~~billion ~~net,~~and inreceive 6.15% per annum on the ~~condensed~~USD ~~consolidated~~notional ~~statements~~amount of ~~operations~~$1.6 ~~The~~billion ~~Company~~on ~~paid~~each ~~net~~March ~~amounts~~4, ofJune ~~$2.7~~4, ~~million~~September 4 and ~~$18.0~~December ~~million related~~4, tothrough ~~cross~~the ~~currency~~maturity ~~swaps~~date ~~for~~of the ~~three~~swap, ~~and~~which ~~nine~~was ~~months~~also ~~ended~~expected ~~September~~to be on December 284, ~~2014, respectively~~2019.

Cross currency swap receipts and payments are recorded in other income/(expense), net, in the consolidated statement of operations. For the quarters ended March 29, 2015 and March 30, 2014, the Company recorded other income/(expense), net, of $15.1 million and $(6.4) million, respectively.

Other Activities:

The Company enters into certain derivative contracts in accordance with its risk management strategy that do not meet the criteria for hedge accounting but which have the economic impact of largely mitigating foreign currency or interest rate exposures. These derivative contracts primarily include foreign currency forwards used to help mitigate the translation impact resulting from accounting remeasurement of certain foreign-currency denominated intercompany loans and other foreign-currency denominated activities between our subsidiaries. The Company maintained foreign currency forward contracts with total notional amounts of $1,482 million and $3,768 million that did not meet the criteria for hedge accounting as of March 29, 2015 and December 28, 2014, respectively. These forward contracts are accounted for on a full mark-to-market basis through current earnings, with gains and losses recorded as a component of other income/(expense), net. These contracts are scheduled to mature within 2.5 years.

3523

~~rate exposures~~H. ~~The Company maintained foreign currency forward contracts with a total notional amount of $1~~J.6 ~~billion~~HEINZ ~~and~~CORPORATION ~~$1.0~~II ~~billion~~AND that did not meet the criteria for hedge accounting as of September 28, 2014 and December 29, 2013, respectively. These forward contracts are accounted for on a full mark-to-market basis through current earnings, with gains and losses recorded as a component of other income/(expense), net. Net unrealized gains/(losses) related to outstanding contracts totaled $87.0 million and $(1.3) million as of September 28, 2014 and December 29, 2013, respectively. These contracts are scheduled to mature within one year.SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (CONTINUED)

(Unaudited)

Concentration of Credit Risk:

Counterparties to currency exchange and interest rate derivatives consist of major international financial institutions. The Company continually monitors its positions and the credit ratings of the counterparties involved and, by policy, limits the amount of credit exposure to any one party. While the Company may be exposed to potential losses due to the credit risk of non-performance by these counterparties, losses are not anticipated. The Company closely monitors the credit risk associated with its counterparties and customers and to date has not experienced material losses.

(1715) Venezuela - Foreign Currency and Inflation

WeThe ~~apply~~Company has a subsidiary in Venezuela that manufactures and sells a variety of products, primarily in the ketchup, condiments and sauces and infant feeding categories. The Company applies highly inflationary accounting to ~~our~~its business in Venezuela. Under highly inflationary accounting, the financial statements of our Venezuelan subsidiary are remeasured into ~~our~~the Company's reporting currency (U.S. dollars), based on the legally available exchange rate at which we expect to ~~remit~~settle ~~dividends~~the inunderlying ~~U.S.~~transaction ~~dollars,~~ (which we currently determine to be the official exchange rate of 6BsF6.30 ~~BsF/US$~~per U.S. dollar). Exchange gains and losses from the remeasurement of monetary assets and liabilities are reflected in current earnings, rather than accumulated other comprehensive loss on the balance sheet, until such time as the economy is no longer considered highly inflationary. Certain non-monetary assets and liabilities are recorded at the applicable historical exchange rates. The impact of applying highly inflationary accounting for Venezuela on our consolidated financial statements is ~~therefore~~ dependent upon movements in the official exchange rate between the Venezuelan bolivar fuerte and the U.S. dollar.

OnIn ~~February~~March 8, 2013, the Venezuelan government announced the ~~devaluation~~creation of ~~its~~a ~~currency~~new ~~relative~~foreign toexchange mechanism called the Complimentary System of Foreign Currency Acquirement (SICAD I). It operates similar to an auction system and allows entities in specific sectors to bid for U.S. ~~dollar~~dollars to be used for specified import transactions. In January 2014, ~~changing~~the government in Venezuela announced certain changes to the regulations governing the currency exchange market. The current official exchange rate ~~from~~is ~~4.30~~the torate ~~6.30. As~~available athrough ~~result,~~ the ~~Company~~government-operated ~~recorded~~National aCenter ~~$42.9~~of ~~million~~Foreign ~~pre-tax~~Commerce ~~currency~~(CENCOEX) ~~translation~~and ~~loss~~is applicable to import activities related to certain necessities, ~~which~~including food products. The Company was ~~reflected~~not ~~within~~invited ~~other~~and ~~expense,~~did ~~net,~~not onparticipate in the ~~condensed~~SICAD ~~consolidated~~mechanism ~~statement~~published rate of ~~operations~~BsF12 inper U.S. dollar during the first ~~quarter~~quarters ofended ~~2013~~March 29, 2015 and March 30, 2014, and has no intent to participate in this mechanism for the foreseeable future.

In ~~March~~February ~~2013~~2014, the Venezuelan government ~~announced~~established ~~the creation of~~ a new foreign exchange market mechanism ~~called~~(SICAD ~~the~~II), ~~Complimentary~~which ~~System~~became ofeffective ~~Foreign~~on ~~Currency~~March ~~Acquirement~~24, ~~(or~~2014 ~~SICAD,~~and was the market through which ~~stands~~U.S. ~~for~~dollars ~~Sistema~~were ~~Complimentario~~to debe ~~Administración~~obtained defor ~~Divisas)~~the remittance of dividends. ItThis ~~operates~~market ~~similar~~had tosignificantly anhigher ~~auction~~foreign ~~system~~exchange ~~and~~rates ~~allows~~than ~~entities~~those inavailable ~~specific~~through ~~sectors~~the toother ~~bid~~foreign ~~for~~exchange mechanisms, with published weighted average daily exchange rates of approximately BsF50 per U.S. dollar. The toCompany bedid ~~used~~not ~~for~~participate ~~specified~~in ~~import~~the ~~transactions.~~SICAD InII ~~January~~mechanism ~~2014,~~during the ~~government~~first inquarters ~~Venezuela~~ended ~~announced~~March 29, ~~certain~~2015 ~~changes~~and toMarch 30, ~~the~~2014. In ~~regulations~~February ~~governing~~2015, the SICAD I and SICAD II foreign currency exchange ~~market~~systems were merged. The ~~current~~published ~~official~~ exchange rate ~~remains~~for ~~applicable~~the tocombined ~~import~~SICAD ~~activities~~mechanism ~~related~~continues to ~~certain~~be ~~necessities,~~approximately ~~including~~BsF12 ~~food~~per ~~products~~U.S. dollar.

In February ~~2014~~2015, the Venezuelan government ~~established~~announced a new ~~foreign~~open ~~exchange~~ market ~~mechanism~~foreign ~~(SICAD~~exchange ~~II)~~system, ~~which~~the ~~became~~Marginal ~~effective~~Currency onSystem ~~March 24~~(SIMADI), ~~2014 and may be the market through~~ which ~~U.S.~~allows ~~dollars will be obtained~~ for ~~the~~legal ~~remittance~~trading of ~~dividends.~~foreign ~~This~~currency ~~market~~based ~~has~~upon ~~significantly~~supply ~~higher~~and ~~foreign~~demand. ~~exchange~~Between ~~rates~~February ~~than~~12, ~~those~~2015, ~~available through~~ the ~~other~~date ~~foreign~~on ~~exchange~~which ~~mechanisms. Between~~SIMADI ~~March~~market 24trading commenced, ~~2014~~ and ~~September~~March 2829, ~~2014~~2015, the published weighted average daily exchange rate was ~~between~~approximately ~~49.02~~BsF185 ~~bolivars~~ per ~~USD and 51~~U.86S. ~~bolivars per USD~~dollar. The Company ~~has~~did ~~had~~not ~~limited~~have ~~access~~any tosettlements ~~the~~at ~~SICAD~~SIMADI IIrates ~~market~~during ~~mechanism and has converted 164.3 million bolivars into $3.1 million USD, recognizing a transactional currency loss of $2.0 million and $22.9 million for~~ the three ~~and nine~~ months ~~ended~~ending ~~September~~March 2829, ~~2014~~2015, ~~respectively,~~and ~~which~~ has ~~been~~no ~~recorded~~intent into ~~other~~participate ~~expense, net,~~ in ~~the~~this ~~condensed~~mechanism ~~consolidated~~for ~~statements~~the offoreseeable ~~operations~~future.

The Company has ~~also~~continued ~~had~~to have access to, and ~~had~~ settlements at, the current official rate. At inMarch 29, ~~this~~2015, ~~period~~the ~~and~~Company ~~has~~had ~~outstanding~~approximately ~~requests~~$24.0 million pending approval for future settlement at the official rate of BsF6.30 ~~Management~~per ~~continues~~U.S. todollar ~~believe~~of which approximately $5.4 million has been subsequently received. These requests are for the ~~official~~payment ~~rate~~of isinvoices ~~legally~~for ~~available~~the purchase of ingredients and ~~appropriate~~packaging materials for the ~~Company's~~years ~~operations~~from in2012 ~~Venezuela~~to 2015. While there is considerable uncertainty with respect to the actual rates to be realized in the circumstances, as of ~~September~~March 2829, ~~2014~~2015, management continues to believe the official rate is legally available and appropriate for the Company's operations in Venezuela, and we continue to believe it is appropriate to remeasure our Venezuelan monetary assets and liabilities at the official rate of 6BsF6.30 ~~bolivars~~ per U.S. dollar. ~~The~~We ~~amount~~will ofcontinue ~~net~~to ~~monetary~~monitor ~~assets~~the ~~and~~evolving ~~liabilities included in our~~ Venezuelan ~~subsidiary’s~~exchange ~~balance~~market, ~~sheet~~including ~~was~~the ~~$144.4~~newly ~~million~~established atSIMADI ~~September 28, 2014~~market.

Our 36Venezuelan subsidiary included $222.2 million of net monetary assets and liabilities in its balance sheet at March 29, 2015, including cash and cash equivalents of approximately $256.1 million which represented 13% of the total Company cash and cash equivalents. It recognized $164.2 million of sales for the three months ended March 29, 2015, representing approximately 7% of total Company sales, and operating income of $47.3 million for the three months then ended, representing approximately 9% of total Company operating income. If we had used the SICAD exchange rate as of March 29, 2015, which was BsF12 per U.S. dollar, to remeasure the net monetary assets as at that date, we would have incurred a net charge of approximately $105.5 million. If we had used the SICAD exchange rate for the three months ended March 29, 2015 the sales of our Venezuelan subsidiary would be less than 4% of total Company and operating income would be less than 5% of total

~~(18) Supplemental~~ ~~Financial Information~~24

~~On April 1, 2013, in connection with the Merger, Merger Subsidiary completed the private placement of $3~~H.1 ~~billion aggregate principal amount of 4~~J.~~25%~~ ~~Exchange~~HEINZ ~~Notes~~CORPORATION toII ~~Initial~~AND Purchasers for resale by the Initial Purchasers to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States under Regulation S of the Securities Act. See Note 13 for more details. SUBSIDIARIES

~~The~~NOTES TO ~~Exchange~~CONDENSED ~~Notes~~CONSOLIDATED ~~are~~FINANCIAL ~~jointly~~STATEMENTS ~~and~~— ~~severally,~~(CONTINUED) fully and unconditionally guaranteed on a senior secured basis, subject to certain customary release provisions by the Guarantors, which represent most of Heinz's domestic subsidiaries, which guarantee our obligations under the Senior Credit Facilities.

~~The Issuer, H. J. Heinz Company~~ (~~"Heinz"~~Unaudited)~~, and guarantor subsidiaries are 100% owned by Holdings.~~

Company. If we had used the published SIMADI rate as of March 29, 2015, of BsF193.3 per U.S. dollar to remeasure the net monetary assets as at that date, this would have incurred a net charge of approximately $215.0 million. If we had used the SIMADI exchange rate for the three months ended March 29, 2015 the sales and operating income would be less than 1% of the total Company. In addition, if we were to conclude that the SIMADI exchange rate is the appropriate rate for remeasurement of our Venezuelan subsidiary, it would also lead to an impairment of our non-monetary assets, which were $88 million at March 29, 2015. Further devaluation of the bolivar fuerte, or our inability to convert our net monetary assets denominated in bolivar fuerte into U.S. dollars at the official exchange rate of BsF6.30 per U.S. dollar, could materially impact our results of operations or cash flows.


(16)	Definitive Merger Agreement with Kraft Foods Group

On March 24, 2015, Parent entered into an agreement and plan of merger ("Kraft Merger Agreement") with Kraft Foods Group, Inc. ("Kraft"), Kite Merger Sub Corp. ("merger sub") and Kite Merger Sub LLC, both of which are wholly-owned subsidiaries of Heinz. Pursuant to the terms of the Kraft Merger Agreement, in a series of transactions, beginning with the merger of Kraft and merger sub ("Kraft Merger"), Kraft will merge with and into Heinz. At the closing of the Kraft Merger, Parent will be renamed “The Kraft Heinz Company.”

Upon the completion of the Kraft Merger, each share of common stock, without par value, of Kraft ("Kraft Common Stock"), issued and outstanding immediately prior to the effective time of the Kraft Merger (other than deferred shares and restricted shares), will be canceled and converted into the right to receive one share of common stock, par value $0.01 per share, of Parent ("Heinz common stock"). In addition, prior to the effective time of the Kraft Merger, Kraft will declare a special cash dividend equal to $16.50 per share of Kraft Common Stock issued and outstanding to shareholders of Kraft as of a record date immediately prior to the closing of the Kraft Merger. Based on the estimated number of shares of Kraft and Heinz common stock that will be outstanding immediately prior to the closing of the Kraft Merger, it is anticipated that, upon closing, existing Parent shareholders will own approximately 51% of the outstanding shares of Heinz common stock and former Kraft shareholders will own approximately 49% of the outstanding shares of Heinz common stock, in each case on a fully diluted basis.

In connection with the Kraft Merger, Berkshire Hathaway and 3G Global Food Holdings, an entity affiliated with 3G Capital, have committed to purchase, or cause the purchase of, newly issued Heinz common stock immediately prior to the closing of the Kraft Merger for an aggregate purchase price of approximately $10.0 billion. The cash received from the purchase of shares by Berkshire Hathaway and 3G Global Food Holdings will primarily be used to fund the special cash dividend to Kraft common shareholders with any remaining funds to be used to pay Heinz transaction expenses and for general corporate purposes.

The Kraft Merger will be accounted for under the acquisition method of accounting for business combinations pursuant to the provisions of ASC 805. Because current shareholders of Parent will own approximately 51% of the Heinz common stock on a fully diluted basis immediately following the closing of the Kraft Merger and the directors and management of Parent will retain a majority of board seats and key positions in the management of Kraft Heinz Company, Parent is considered to be the acquiring company for accounting purposes. The application of purchase accounting as of the closing date is expected to have a material effect on Heinz's results of operations for periods after the acquisition.


(17)	Supplemental Financial Information

On April 1, 2013, in connection with the 2013 Merger, Merger Subsidiary completed the private placement of $3.1 billion aggregate principal amount of 4.25% 2020 Notes to Initial Purchasers for resale by the Initial Purchasers to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States under Regulation S of the Securities Act. See Note 11 for more details.

The 4.25% 2020 Notes and 4.875% 2025 Notes are jointly and severally, fully and unconditionally guaranteed on a senior secured basis, subject to certain customary release provisions by the Guarantors, which represent most of Heinz's domestic subsidiaries, which guarantee our obligations under the Senior Credit Facilities.

H. J. HEINZ CORPORATION II AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (CONTINUED)

(Unaudited)

The Issuer and guarantor subsidiaries are 100% owned by Holdings.

The non-U.S. subsidiaries are identified below as Non-Guarantors. The following represents the condensed consolidating financial information for Holdings, the Issuer, the Guarantors on a combined basis, and the non-U.S. subsidiaries of Heinz (the “Non-Guarantors”), on a combined basis, together with eliminations, as of and for the periods indicated. The condensed consolidating financial information may not necessarily be indicative of the financial position, results of operations or cash flows had Holdings, Heinz, Guarantors and Non-Guarantors operated as independent entities.

~~The~~ Company revised its condensed consolidating balance sheet as of December 29, 2013 presented herein to correct the amount recorded for pension obligations having the following impact on the Guarantor and Issuer columns:26

•H. ~~Decreasing~~J. ~~Guarantor~~HEINZ ~~non-current~~CORPORATION ~~assets~~II byAND approximately $2 million and decreasing current and non-current liabilities by approximately $9 million and $17 million, respectively, with a corresponding increase in Guarantor accumulated other comprehensive income, after tax effect, of approximately $24 million.SUBSIDIARIES

•NOTES TO ~~Increasing~~CONDENSED ~~the~~CONSOLIDATED ~~Issuer~~FINANCIAL ~~investment~~STATEMENTS in— ~~affiliates~~(CONTINUED) by approximately $24 million offset by a decrease in Issuer non-current assets of $26 million and an increase in Issuer current liabilities by approximately $9 million offset by a decrease in Issuer non-current liabilities by approximately $11 million.

The revisions had no impact on the Company's condensed consolidated financial statements as of December 29, 2013 or for the transition period then ended. The revisions also had no impact on the condensed consolidated statements of operations and of cash flows for the periods presented.(Unaudited)

Successor

H. J. Heinz Corporation II and Subsidiaries

Condensed Consolidating Statements of Operations

~~Third~~First Quarter Ended ~~September 28~~March 29, ~~2014~~2015

	Holdings			Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated
	(In thousands)
Sales	$	—		$	4951,~~567~~072		$	~~859~~921,~~335~~903		$	1,~~762~~611,~~114~~543		$	(77106,~~131~~598	)	$	2,~~593~~477,~~885~~920
Cost of product sold	—			~~393~~742			~~601~~609,~~921~~092			1998,~~152,679~~525			(77106,~~131~~598		)	1,~~677~~501,~~862~~761
Gross profit	—			4950,~~174~~330			~~257~~312,~~414~~811			~~609~~613,~~435~~018			—			~~916~~976,~~023~~159
Selling, general and administrative expenses	—			3629,~~599~~992			~~147~~150,~~775~~543			~~322~~287,~~522~~123			—			~~506~~467,~~896~~658
Operating income	—			1220,~~575~~338			~~109~~162,~~639~~268			~~286~~325,~~913~~895			—			~~409~~508,~~127~~501
Interest expense/(income), net	—			~~153~~187,~~995~~199			64,~~246~~665			(~~2,772~~891		)	—			~~157~~190,~~469~~973
Other (expense)/income, net	—			(3,522		)	14,690			(48,618		)	—			(37,450		)
Other income, net	—			24,875			509			3,847			—			29,231
(Loss)/income before income taxes	—			(144,942		)	118,083			241,067			—			214,208
(Loss)/income from before income taxes	—			(141,986		)	158,112			330,633			—			346,759
Equity in earnings of subsidiaries	~~171~~276,~~618~~431			~~303~~415,~~868~~554			~~170~~246,~~015~~968			—			(~~645~~938,~~501~~953		)	—
(Benefit from)/provision for income taxes	—			(122,~~692~~863		)	45,~~595~~590			4864,~~324~~823			—			4067,~~227~~550
Net income	~~171~~276,~~618~~431			~~171~~276,~~618~~431			~~283~~399,~~503~~490			~~192~~265,~~743~~810			(~~645~~938,~~501~~953		)	~~173~~279,~~981~~209
Less: Net income attributable to noncontrolling interest	—			—			—			2,~~363~~778			—			2,~~363~~778
Net income	$	~~171~~276,~~618~~431		$	~~171~~276,~~618~~431		$	~~283~~399,~~503~~490		$	~~190~~263,~~380~~032		$	(~~645~~938,~~501~~953	)	$	~~171~~276,~~618~~431
Total comprehensive loss	$	(~~267~~138,~~981~~846	)	$	(~~267~~138,~~981~~846	)	$	(~~376~~406,~~562~~697	)	$	(537,~~417~~992	)	$	1,~~181~~083,~~960~~535		$	(~~267~~138,~~981~~846	)

3827

~~Successor~~H. J. HEINZ CORPORATION II AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (CONTINUED)

(Unaudited)

H. J. Heinz Corporation II and Subsidiaries

Condensed Consolidating Statements of Operations

~~Third~~First Quarter Ended ~~September 22~~March 30, ~~2013~~2014

	Holdings			Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated
	(In thousands)
Sales	$	—		$	5667,~~966~~917		$	~~905~~1,~~516~~034,107		$	1,~~775~~801,~~685~~567		$	(91103,~~590~~432	)	$	2,~~646~~800,~~577~~159
Cost of product sold	—			~~405~~477			~~728~~726,~~293~~496			1,~~349~~222,~~306~~019			(91103,~~590~~432		)	1,~~986~~845,~~414~~560
Gross profit	—			5667,~~561~~440			~~177~~307,~~223~~611			~~426~~579,~~379~~548			—			~~660~~954,~~163~~599
Selling, general and administrative expenses	—			7014,~~072~~102			~~178~~147,~~363~~302			~~421~~359,~~222~~771			—			~~669~~521,~~657~~175
Operating (loss)/income	—			(13,511		)	(1,140		)	5,157			—			(9,494		)
Operating income	—			53,338			160,309			219,777			—			433,424
Interest expense, net	—			~~152~~155,~~462~~555			26,~~717~~491			51,~~732~~079			—			~~160~~163,~~911~~125
Other expense, net	—			(2,246		)	(821		)	(6,752		)	—			(9,819		)
Other (expense)/income, net	—			(6,204		)	645			(15,641		)	—			(21,200		)
Loss from continuing operations before income taxes	—			(168,219		)	(4,678		)	(7,327		)	—			(180,224		)
(Loss)/income before income taxes	—			(108,421		)	154,463			203,057			—			249,099
Equity in (losses)/earnings of subsidiaries	(11,767		)	77,551			72,228			—			(138,012		)	—
Equity in earnings of subsidiaries	195,202			326,782			161,801			—			(683,785		)	—
Benefit from income taxes	—			(78,901		)	(11,543		)	(85,285		)	—			(175,729		)
Provision for/(benefit from) income taxes	—			23,159			(469		)	27,924			—			50,614
(Loss)/income from continuing operations	(11,767		)	(11,767		)	79,093			77,958			(138,012		)	(4,495		)
Net income	195,202			195,202			316,733			175,133			(683,785		)	198,485
Loss from discontinued operations, net of tax	—			—			—			(4,909		)	—			(4,909		)
Less: Net income attributable to noncontrolling interest	—			—			—			3,283			—			3,283
Net (loss)/income	(11,767		)	(11,767		)	79,093			73,049			(138,012		)	(9,404		)
Net income	$	195,202		$	195,202		$	316,733		$	171,850		$	(683,785	)	$	195,202
Less: Net income attributable to noncontrolling interest	—			—			—			2,363			—			2,363
Total comprehensive income	$	122,470		$	122,470		$	414,492		$	259,949		$	(796,911	)	$	122,470
Net (loss)/income	$	(11,767	)	$	(11,767	)	$	79,093		$	70,686		$	(138,012	)	$	(11,767	)
Total comprehensive income	$	281,846		$	281,846		$	372,208		$	381,905		$	(1,035,959	)	$	281,846

3928

~~Successor~~H. J. HEINZ CORPORATION II AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (CONTINUED)

(Unaudited)

H. J. Heinz Corporation II and Subsidiaries

Condensed Consolidating Statements of Operations

Nine Months Ended September 28, 2014

	Holdings			Issuer			Guarantors		Non-Guarantors			Eliminations			Consolidated
	(In thousands)
Sales	$	—		$	164,861		$	2,711,434	$	5,497,793		$	(251,607	)	$	8,122,481
Cost of product sold	—			47,338			1,901,663		3,670,864			(251,607		)	5,368,258
Gross profit	—			117,523			809,771		1,826,929			—			2,754,223
Selling, general and administrative expenses	—			78,041			425,522		1,035,646			—			1,539,209
Operating income	—			39,482			384,249		791,283			—			1,215,014
Interest expense/(income), net	—			465,029			20,237		(3,330		)	—			481,936
Other (expense)/income, net	—			(20,279		)	8,164		(89,126		)	—			(101,241		)
(Loss)/income before income taxes	—			(445,826		)	372,176		705,487			—			631,837
Equity in earnings of subsidiaries	493,537			932,748			521,063		—			(1,947,348		)	—
(Benefit from)/provision for income taxes	—			(6,615		)	10,376		121,090			—			124,851
Net income	493,537			493,537			882,863		584,397			(1,947,348		)	506,986
Less: Net income attributable to noncontrolling interest	—			—			—		13,449			—			13,449
Net income	$	493,537		$	493,537		$	882,863	$	570,948		$	(1,947,348	)	$	493,537
Total comprehensive (loss)/income	$	(6,977	)	$	(6,977	)	$	518,232	$	168,740		$	(679,995	)	$	(6,977	)

Successor

H. J. Heinz Corporation II and Subsidiaries

Condensed Consolidating Statements of Operations

Period from February 8 - September 22, 2013

	Holdings			Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated
	(In thousands)
Sales	$	—		$	75,818		$	1,062,308		$	2,123,815		$	(111,938	)	$	3,150,003
Cost of product sold	—			405			908,986			1,639,685			(111,938		)	2,437,138
Gross profit	—			75,413			153,322			484,130			—			712,865
Selling, general and administrative expenses	—			69,461			229,138			535,790			—			834,389
Operating income/(loss)	—			5,952			(75,816		)	(51,660		)	—			(121,524		)
Interest expense, net	—			210,615			2,952			6,403			—			219,970
Other income/(expense), net	—			113,782			(1,122		)	(3,654		)	—			109,006
Loss from continuing operations before income taxes	—			(90,881		)	(79,890		)	(61,717		)	—			(232,488		)
Equity in (losses)/earnings of subsidiaries	(52,911		)	(12,893		)	64,939			—			865			—
Benefit from income taxes	—			(50,863		)	(11,465		)	(124,528		)	—			(186,856		)
(Loss)/income from continuing operations	(52,911		)	(52,911		)	(3,486		)	62,811			865			(45,632		)
Loss from discontinued operations, net of tax	—			—			—			(4,909		)	—			(4,909		)
Net (loss)/income	(52,911		)	(52,911		)	(3,486		)	57,902			865			(50,541		)
Less: Net income attributable to noncontrolling interest	—			—			—			2,370			—			2,370
Net (loss)/income	$	(52,911	)	$	(52,911	)	$	(3,486	)	$	55,532		$	865		$	(52,911	)
Total comprehensive income	$	186,191		$	186,191		$	125,626		$	195,887		$	(507,704	)	$	186,191

Predecessor

H. J. Heinz Corporation II and Subsidiaries

Condensed Consolidating Statements of Operations

Period from December 24, 2012 - June 7, 2013

	Holdings	Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated
	(In thousands)
Sales	NA	$	110,590		$	1,797,869		$	3,449,189		$	(153,950	)	$	5,203,698
Cost of product sold	NA	2,066			1,225,167			2,243,613			(153,950		)	3,316,896
Gross profit	NA	108,524			572,702			1,205,576			—			1,886,802
Selling, general and administrative expenses	NA	205,701			306,083			770,684			—			1,282,468
Operating (loss)/income	NA	(97,177		)	266,619			434,892			—			604,334
Interest expense, net	NA	74,849			38,805			6,546			—			120,200
Other expense, net	NA	(36,264		)	(107,867		)	(38,487		)	—			(182,618		)
(Loss)/income from continuing operations before income taxes	NA	(208,290		)	119,947			389,859			—			301,516
Equity in earnings of subsidiaries	NA	372,871			256,604			—			(629,475		)	—
Provision for income taxes	NA	69,579			28,906			61,681			—			160,166
Income from continuing operations	NA	95,002			347,645			328,178			(629,475		)	141,350
Loss from discontinued operations, net of tax	NA	—			—			(39,663		)	—			(39,663		)
Net income	NA	95,002			347,645			288,515			(629,475		)	101,687
Less: Net income attributable to noncontrolling interest	NA	—			—			6,685			—			6,685
Net income	NA	$	95,002		$	347,645		$	281,830		$	(629,475	)	$	95,002
Total comprehensive (loss)/income	NA	$	(281,174	)	$	40,726		$	28,192		$	(68,918	)	$	(281,174	)

Successor

H. J. Heinz Corporation II and Subsidiaries

Condensed Consolidating Balance Sheets

As of ~~September 28~~March 29, ~~2014~~2015

Holdings

Issuer

Guarantors

Non-Guarantors

Eliminations

Consolidated

ASSETS

(In thousands)

Current assets:

Cash and cash equivalents

—

1397,~~240~~789

~~594~~1,~~029~~283

21,~~258~~500,~~840~~112

—

21,~~854~~899,~~109~~184

Trade receivables

—

~~812~~818,~~038~~236

—

~~812~~818,~~038~~236

Other receivables

—

~~209~~61,~~073~~648

638,~~413~~569

~~105~~193,~~027~~400

—

~~320~~293,~~513~~617

Receivables due from affiliates

—

77326,~~881~~572

4072,~~392~~189

~~224~~238,~~025~~174

(~~342~~636,~~298~~935

)

—

Inventories:

Finished goods and work-in-process

—

~~500~~392,~~855~~059

~~684~~604,~~803~~226

—

1996,~~185,658~~285

Packaging material and ingredients

—

5969,~~473~~487

~~167~~166,~~179~~611

—

~~226~~236,~~652~~098

Total inventories

—

~~560~~461,~~328~~546

~~851~~770,~~982~~837

—

1,~~412~~232,~~310~~383

Prepaid expenses

—

16,~~385~~249

2953,~~180~~017

~~109~~107,~~579~~617

(412,~~401~~720

)

~~150~~164,~~743~~163

Short-term lending due from affiliates

—

1,205,~~529~~218

~~496~~2,~~431~~212,578

~~678~~701,~~905~~627

(14,~~380~~119,~~865~~423

)

—

Other current assets

—

173,~~144~~297

2721,~~180~~718

~~122~~49,~~321~~525

(6474,~~380~~325

)

8670,~~265~~215

Total current assets

—

~~511~~2,~~252~~080,773

12,~~753~~860,~~953~~900

54,~~162~~379,~~717~~528

(14,~~791~~843,~~944~~403

)

54,~~635~~477,~~978~~798

Property, plant and equipment:

Property, plant and equipment, gross

—

~~271~~299,~~642~~603

~~897~~886,~~627~~373

1,~~664~~550,~~587~~815

—

2,~~833~~736,~~856~~791

Less accumulated depreciation

—

3453,~~505~~166

~~184~~181,~~384~~953

~~213~~235,~~265~~792

—

~~432~~470,~~154~~911

Total property, plant and equipment, net

—

~~237~~246,~~137~~437

~~713~~704,~~243~~420

1,~~451~~315,~~322~~023

—

2,~~401~~265,~~702~~880

Other non-current assets:

Goodwill

—

8,~~718~~906,~~583~~866

65,~~449~~680,~~008~~704

—

1514,~~167~~587,~~591~~570

Investments in subsidiaries

15,~~760~~130,~~962~~083

2726,~~892~~913,~~497~~194

1413,~~437~~684,~~353~~268

—

(5855,~~090~~727,~~812~~545

)

—

Trademarks, net

—

4,~~691~~674,~~000~~368

~~478~~455,~~500~~105

65,~~606~~979,~~807~~437

—

11,~~776~~108,~~307~~910

Other intangibles, net

—

~~455~~341,~~573~~624

~~632~~611,~~587~~724

~~818~~713,~~191~~741

—

1,~~906~~667,~~351~~089

Long-term lending due from affiliates

—

42,~~278~~840,~~686~~938

~~199~~183,~~875~~039

(43,~~478~~023,~~561~~977

)

—

Other non-current assets

—

~~559~~1,~~535~~294,662

~~112~~47,~~819~~874

~~495~~842,~~133~~581

—

12,~~167~~185,~~487~~117

Total other non-current assets

15,~~760~~130,~~962~~083

33,~~598~~223,~~605~~848

2826,~~658~~546,~~528~~775

1413,~~569~~399,~~014~~502

(6258,~~569~~751,~~373~~522

)

3029,~~017~~548,~~736~~686

Total assets

15,~~760~~130,~~962~~083

3435,~~346~~551,~~994~~058

3130,~~125~~112,~~724~~095

2119,~~183~~094,053

(6463,~~361~~594,~~317~~925

)

3836,~~055~~292,~~416~~364

4329

~~Successor~~H. J. HEINZ CORPORATION II AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (CONTINUED)

(Unaudited)

H. J. Heinz Corporation II and Subsidiaries

Condensed Consolidating Balance Sheets

As of ~~September 28~~March 29, ~~2014~~2015

	Holdings		Issuer		Guarantors		Non-Guarantors		Eliminations			Consolidated
LIABILITIES AND STOCKHOLDERS EQUITY	(In thousands)
Current liabilities:
Short-term debt	$	—	$	—	$	—	$	~~904~~628	$	—		$	~~904~~628
Short-term lending due to affiliates	—		~~658~~3,~~117~~441,104		~~447~~80,~~561~~002		~~275~~598,~~187~~317		(14,~~380~~119,~~865~~423		)	—
Portion of long-term debt due within one year	—		~~95,000~~—		~~335~~337		139,~~203~~808		—			~~108~~10,~~538~~145
Trade payables	—		15,~~830~~528		~~458~~522,~~891~~322		~~919~~961,~~510~~103		—			1,~~394~~498,~~231~~953
Payables due to affiliates	—		~~128~~148,~~360~~714		5384,~~214~~177		~~160~~404,~~724~~044		(~~342~~636,~~298~~935		)	—
Other payables	—		2434,~~501~~915		2225,~~321~~653		7057,~~624~~003		—			117,~~446~~571
Accrued trade promotions and marketing	—		—		45,982		283,691		—			329,673
Accrued marketing	—		—		44,768		214,593		—			259,361
Other accrued liabilities	—		~~207~~214,~~760~~458		~~106~~81,~~410~~178		~~378~~296,~~774~~247		(412,~~401~~720		)	~~688~~579,~~543~~163
Income taxes	—		~~317~~44,~~554~~568		1264,~~603~~743		~~210~~29,769		(6474,~~380~~325		)	~~265~~64,~~987~~755
Total current liabilities	—		13,~~447~~899,~~122~~287		1903,~~147,317~~180		2,~~102~~571,~~827~~512		(14,~~791~~843,~~944~~403		)	2,~~905~~530,~~322~~576
Long-term debt and other non-current liabilities:
Long-term debt	—		1211,~~501~~621,~~167~~182		1,~~765~~761,~~809~~876		~~263~~233,~~454~~211		—			1413,~~530~~616,~~430~~269
Long-term borrowings due to affiliates	—		2,000,000		~~199~~183,~~875~~012		21,~~524~~058,~~982~~794		(43,~~724~~241,~~857~~806		)	—
Deferred income taxes	—		2,~~421~~696,~~510~~884		~~169~~139,~~116~~696		1,~~363~~202,~~748~~148		—			34,~~954~~038,~~374~~728
Non-pension post-retirement benefits	—		54,~~078~~512		~~137~~144,~~088~~969		4941,~~220~~834		—			191,~~386~~315
Other non-current liabilities	—		~~211~~199,~~155~~110		3166,~~976~~424		~~214~~287,~~190~~721		—			~~457~~553,~~321~~255
Total long-term debt and other non-current liabilities	—		1716,~~138~~521,~~910~~688		2,~~303~~295,~~864~~977		42,~~415~~823,~~594~~708		(43,~~724~~241,~~857~~806		)	1918,~~133~~399,~~511~~567
Redeemable noncontrolling interest	—		—		—		2921,~~315~~152		—			2921,~~315~~152
Total shareholder equity	15,760,962		15,760,962		27,674,543		14,409,011		(57,844,516		)	15,760,962
Total shareholders' equity	15,130,083		15,130,083		26,912,938		13,466,695		(55,509,716		)	15,130,083
Noncontrolling interest	—		—		—		~~226~~210,~~306~~986		—			~~226~~210,~~306~~986
Total equity	15,~~760~~130,~~962~~083		15,~~760~~130,~~962~~083		2726,~~674~~912,~~543~~938		1413,~~635~~677,~~317~~681		(5755,~~844~~509,~~516~~716		)	15,~~987~~341,~~268~~069
Total liabilities and equity	$	15,~~760~~130,~~962~~083	$	3435,~~346~~551,~~994~~058	$	3130,~~125~~112,~~724~~095	$	2119,~~183~~094,053	$	(6463,~~361~~594,~~317~~925	)	$	3836,~~055~~292,~~416~~364

4430

~~Successor~~H. J. HEINZ CORPORATION II AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (CONTINUED)

(Unaudited)

H. J. Heinz Corporation II and Subsidiaries

Condensed Consolidating Balance Sheets

As of December 2928, ~~2013~~2014

Holdings

Issuer

Guarantors

Non-Guarantors

Eliminations

Consolidated

ASSETS

(In thousands)

Current assets:

Cash and cash equivalents

—

48532,~~396~~522

~~943~~13,~~741~~517

1,~~466~~752,~~855~~638

—

2,~~458~~298,~~992~~677

Trade receivables

—

1850,~~099,655~~617

—

1850,~~099,655~~617

Other receivables

—

39272,~~816~~673

158,~~406~~713

~~189~~102,~~306~~343

—

~~244~~383,~~528~~729

Receivables due from affiliates

—

83231,~~618~~236

2149,~~752~~351

60280,~~974~~538

(~~166~~561,~~344~~125

)

—

Inventories:

Finished goods and work-in-process

—

~~452~~405,~~230~~203

~~686~~556,~~143~~579

—

1961,~~138,373~~782

Packaging material and ingredients

—

~~101~~62,~~332~~387

~~195~~160,~~691~~127

—

~~297~~222,~~023~~514

Total inventories

—

~~553~~467,~~562~~590

~~881~~716,~~834~~706

—

1,~~435~~184,~~396~~296

Prepaid expenses

—

1211,~~784~~848

2535,~~560~~005

~~127~~105,~~870~~408

(2112,~~118~~803

)

~~145~~139,~~096~~458

Short-term lending due from affiliates

—

1534,~~807,502~~191

322,~~777~~038,124

~~602~~1,~~059~~391,715

(23,~~442~~964,~~338~~030

)

—

Other current assets

—

5015,~~720~~523

5190,~~239~~514

(4147,~~501~~575

)

6058,~~458~~462

Total current assets

—

1,~~992~~582,~~116~~470

12,~~643~~627,~~518~~823

45,~~479~~290,~~792~~479

(24,~~671~~585,~~301~~533

)

54,~~444~~915,~~125~~239

Property, plant and equipment:

Property, plant and equipment, gross

—

~~238~~289,~~618~~446

~~804~~880,~~277~~484

1,~~786~~626,~~596~~151

—

2,~~829~~796,~~491~~081

Less accumulated depreciation

—

1543,~~064~~641

54167,~~016~~068

96220,~~919~~005

—

~~165~~430,~~999~~714

Total property, plant and equipment, net

—

~~223~~245,~~554~~805

~~750~~713,~~261~~416

1,~~689~~406,~~677~~146

—

2,~~663~~365,~~492~~367

Other non-current assets:

Goodwill

—

8,~~554~~906,~~726~~866

6,~~515~~051,~~336~~699

—

1514,~~070~~958,~~062~~565

Investments in subsidiaries

1615,~~297~~437,~~416~~843

2627,~~057~~177,~~892~~090

1514,~~500~~261,~~336~~178

—

(5756,~~855~~876,~~644~~111

)

—

Trademarks, net

—

4,~~659~~674,~~800~~368

~~624~~455,~~300~~105

6,~~846~~325,~~773~~085

—

1211,~~130~~454,~~873~~558

Other intangibles, net

—

~~804~~342,~~370~~852

~~666~~621,~~472~~303

~~887~~768,~~939~~439

—

21,~~358~~732,~~781~~594

Long-term lending due from affiliates

—

34,~~305~~379,~~383~~667

~~202~~191,~~767~~389

(34,~~508~~571,~~150~~056

)

—

Other non-current assets

—

~~660~~685,~~829~~577

~~106~~14,~~116~~401

~~538~~636,~~070~~440

—

1,~~305~~336,~~015~~418

Total other non-current assets

1615,~~297~~437,~~416~~843

32,~~182~~879,~~891~~887

28,~~757~~638,~~333~~520

1413,~~990~~973,~~885~~052

(61,~~363~~447,~~794~~167

)

3029,~~864~~482,~~731~~135

Total assets

1615,~~297~~437,~~416~~843

34,~~398~~708,~~561~~162

31,~~151~~979,~~112~~759

2120,~~160~~669,~~354~~677

(6466,~~035~~032,~~095~~700

)

3836,~~972~~762,~~348~~741

4531

~~Successor~~H. J. HEINZ CORPORATION II AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (CONTINUED)

(Unaudited)

H. J. Heinz Corporation II and Subsidiaries

Condensed Consolidating Balance Sheets

As of December 2928, ~~2013~~2014

	Holdings		Issuer		Guarantors		Non-Guarantors		Eliminations			Consolidated
LIABILITIES AND STOCKHOLDERS EQUITY	(In thousands)
Current liabilities:
Short-term debt	$	—	$	—	$	—	$	~~143~~58,~~689~~575	$	—		$	~~143~~58,~~689~~575
Short-term lending due to affiliates	—		92,~~589~~604,126		21,~~408~~330,~~903~~932		2328,~~846~~972		(23,~~442~~964,~~338~~030		)	—
Portion of long-term debt due within one year	—		~~95,000~~—		~~430~~336		1210,~~335~~990		—			~~107~~11,~~765~~326
Trade payables	—		1328,~~389~~151		~~326~~584,~~636~~654		~~852~~1,~~049~~038,329		—			1,~~192~~651,~~074~~134
Payables due to affiliates	—		49186,~~265~~923		60106,~~488~~397		56267,~~591~~805		(~~166~~561,~~344~~125		)	—
Other payables	—		16101,~~349~~084		246,~~569~~164		~~129~~55,~~275~~799		—			~~148~~203,~~193~~047
Accrued trade promotions and marketing	—		—		80,892		289,437		—			370,329
Accrued marketing	—		—		53,135		244,118		—			297,253
Other accrued liabilities	—		~~226~~180,~~289~~311		~~148~~121,~~609~~615		~~406~~350,~~841~~252		(2112,~~118~~803		)	~~760~~639,~~621~~375
Income taxes	—		~~192~~176,~~282~~243		2102,~~120~~836		~~49,287~~210		(4147,~~501~~575		)	~~202~~231,~~188~~714
Total current liabilities	—		~~602~~3,~~163~~276,838		32,~~030~~346,~~647~~069		12,~~963~~055,~~350~~050		(24,~~671~~585,~~301~~533		)	23,~~924~~092,~~859~~424
Long-term debt and other non-current liabilities:
Long-term debt	—		1211,~~568~~573,~~819~~617		1,~~772~~763,~~244~~843		~~276~~247,~~583~~527		—			1413,~~617~~584,~~646~~987
Long-term borrowings due to affiliates	—		2,000,000		~~202~~191,~~766~~363		12,~~554~~607,~~633~~892		(34,~~757~~799,~~399~~255		)	—
Deferred income taxes	—		2,~~554~~303,~~207~~512		~~186~~178,~~722~~704		1,~~419~~384,~~974~~287		—			43,~~160~~866,~~903~~503
Non-pension post-retirement benefits	—		3,~~732~~524		~~138~~145,~~136~~457		5448,~~504~~193		—			~~196~~197,~~372~~174
Other non-current liabilities	—		~~372~~112,~~224~~828		3522,~~989~~020		~~121~~200,~~212~~762		—			~~529~~335,~~425~~610
Total long-term debt and other non-current liabilities	—		1715,~~498~~993,~~982~~481		2,~~335~~301,~~857~~387		34,~~426~~488,~~906~~661		(34,~~757~~799,~~399~~255		)	1917,~~504~~984,~~346~~274
Redeemable noncontrolling interest	—		—		—		29,~~885~~282		—			29,~~885~~282
Total shareholder equity	16,297,416		16,297,416		25,784,608		15,524,371		(57,606,395		)	16,297,416
Total shareholders' equity	15,437,843		15,437,843		27,332,303		13,877,766		(56,647,912		)	15,437,843
Noncontrolling interest	—		—		—		~~215~~218,~~842~~918		—			~~215~~218,~~842~~918
Total equity	1615,~~297~~437,~~416~~843		1615,~~297~~437,~~416~~843		2527,~~784~~332,~~608~~303		1514,~~740~~096,~~213~~684		(5756,~~606~~647,~~395~~912		)	1615,~~513~~656,~~258~~761
Total liabilities and equity	$	1615,~~297~~437,~~416~~843	$	34,~~398~~708,~~561~~162	$	31,~~151~~979,~~112~~759	$	2120,~~160~~669,~~354~~677	$	(6466,~~035~~032,~~095~~700	)	$	3836,~~972~~762,~~348~~741

4632

~~Successor~~H. J. HEINZ CORPORATION II AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (CONTINUED)

(Unaudited)

H. J. Heinz Corporation II and Subsidiaries

Condensed Consolidating Statements of Cash Flows

For the ~~Nine~~Quarter ~~Months~~ Ended ~~September 28~~March 29, ~~2014~~2015

	Holdings			Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated
Operating Activities:	(In thousands)
Cash provided by operating activities	$	416,516		$	205,608		$	572,502		$	1,030,123		$	(892,468	)	$	1,332,281
Cash provided by/(used for) operating activities	$	180,000		$	(139,756	)	$	(94,424	)	$	150,760		$	(180,000	)	$	(83,420	)
Investing activities:
Capital expenditures	—			(449,~~885~~791		)	(~~108~~16,~~303~~033		)	(9427,~~262~~563		)	—			(~~247~~53,~~450~~387		)
Net payments on intercompany lending activities	—			(273,027		)	(240,300		)	(44,333		)	557,660			—
Net (payments on)/proceeds from intercompany lending activities	—			(671,027		)	170,966			704,598			(204,537		)	—
Return of capital	~~123,484~~—			—5,203			—			—			(~~123~~5,~~484~~203		)	—
Other items, net	—			~~14,072~~—			~~18,533~~(680		)	54,~~626~~690			—			384,~~231~~010
Cash provided by/(used for) investing activities	123,484			(303,840		)	(330,070		)	(132,969		)	434,176			(209,219		)
Cash (used for)/provided by investing activities	—			(675,615		)	154,253			681,725			(209,740		)	(49,377		)
Financing activities:
Payments on long-term debt	—			(711,~~250~~960,000		)	(~~674~~14		)	(21,~~673~~529		)	—			(741,~~597~~961,543		)
Proceeds from long-term debt	—			—2,000,000			—			~~1,586~~—			—			12,~~586~~000,000
Net proceeds/(payments) on intercompany borrowing activities	—			648,532			(115,518		)	24,646			(557,660		)	—
Debt issuance costs	—			(16,350		)	—			—			—			(16,350		)
Net payments on commercial paper and short-term debt	—			—			—			(11,338		)	—			(11,338		)
Net proceeds from/(payments on) intercompany borrowing activities	—			836,988			(72,049		)	(969,476		)	204,537			—
Dividends	(540,000		)	(540,000		)	(475,952		)	—			1,015,952			(540,000		)
Net payments on commercial paper and short-term debt	—			—			—			(55,886		)	—			(55,886		)
Other items, net	—			13,794			—			—			—			13,794
Dividends	(180,000		)	(180,000		)	—			—			180,000			(180,000		)
Cash (used for)/provided by financing activities	(540,000		)	51,076			(592,144		)	12,221			458,292			(610,555		)
Other intercompany capital stock transactions	—			—			—			(5,203		)	5,203			—
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(117,390		)	—			(117,390		)
Cash (used for)/provided by financing activities	(180,000		)	680,638			(72,063		)	(1,032,094		)	389,740			(213,779		)
Net (decrease)/increase in cash and cash equivalents	—			(47,156		)	(349,712		)	791,985			—			395,117
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(52,917		)	—			(52,917		)
Cash and cash equivalents at beginning of period	—			48,396			943,741			1,466,855			—			2,458,992
Net decrease in cash and cash equivalents	—			(134,733		)	(12,234		)	(252,526		)	—			(399,493		)
Cash and cash equivalents at end of period	$	—		$	1,240		$	594,029		$	2,258,840		$	—		$	2,854,109
Cash and cash equivalents at beginning of period	—			532,522			13,517			1,752,638			—			2,298,677
Cash and cash equivalents at end of period	$	—		$	397,789		$	1,283		$	1,500,112		$	—		$	1,899,184

4733

~~Successor~~H. J. HEINZ CORPORATION II AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (CONTINUED)

(Unaudited)

H. J. Heinz Corporation II and Subsidiaries

Condensed Consolidating Statements of Cash Flows

For the ~~Period~~Quarter ~~February~~Ended ~~8 - September 22~~March 30, ~~2013~~2014

	Holdings			Issuer	~~Issuer~~			Guarantors	~~Guarantors~~			Non-Guarantors	~~Non-Guarantors~~			Eliminations	~~Eliminations~~			Consolidated	~~Consolidated~~
Operating Activities:	~~(In thousands)~~			(In thousands)
Cash (used for)/provided by operating activities	$—	—		$	$(116,072	~~(201,763~~)	)	$	$219,658	~~196~~		$	$197,784	~~233,187~~		$	$—	~~(223,922~~	)	$	$301,370	~~(192,302~~	)
Investing activities:
Capital expenditures	—			(16,442	~~(14,698~~	)	)	(21,198	~~(12,381~~	)	)	(23,943	~~(44,056~~	)	)	—	—			(61,583	~~(71,135~~	)	)
Net proceeds/(payments) on intercompany lending activities	—				284,606				(5,161		)		149,030				(428,475		)		—
Net proceeds from/(payments on) intercompany lending activities	—			287,461				(74,936		)		201,072				(413,597		)		—
Additional investments in subsidiaries	(16,500,000		)		—				—				—				16,500,000				—
Return of capital	180,000			—				—				—				(180,000		)		—
Acquisition of business, net of cash on hand	—				(23,564,251		)		407,067				1,662,897				—				(21,494,287		)
Other items, net	—			13,999				4,426				191				—				18,616
Return of capital	180,000				—				—				—				(180,000		)		—
Cash provided by/(used for) investing activities	180,000			285,018				(91,708		)		177,320				(593,597		)		(42,967		)
Change in restricted cash	—				—				—				—				—				—
Financing activities:
Other items, net	—				—				(3,126		)		(163		)		—				(3,289		)
Payments on long-term debt	—			(23,750		)		(38		)		(860		)		—				(24,648		)
Cash (used for)/provided by investing activities	(16,320,000		)		(23,294,343		)		386,399				1,767,708				15,891,525				(21,568,711		)
Net (payments on)/proceeds from intercompany borrowing activities	—			(1,918		)		(464,424		)		52,745				413,597				—
Financing activities:
Net payments on commercial paper and short-term debt	—			—				—				(12,565		)		—				(12,565		)
Payments on long-term debt	—				(1,683,918		)		(950,037		)		(11,951		)		—				(2,645,906		)
Dividends	(180,000	)		(180,000		)		—				—				180,000				(180,000		)
Proceeds from long-term debt	—				12,568,875				—				4,859				—				12,573,734
Other items, net	—			466				—				—				—				466
Debt issuance costs	—				(320,824		)		—				—				—				(320,824		)
Cash (used for)/provided by financing activities	(180,000	)		(205,202		)		(464,462		)		39,320				593,597				(216,747		)
Net (payments)/proceeds on intercompany borrowing activities	—				(1,809,129		)		1,449,730				(69,076		)		428,475				—
Effect of exchange rate changes on cash and cash equivalents	—			—				—				14,584				—				14,584
Net payments on commercial paper and short-term debt	—				(1,600,000		)		—				(56,924		)		—				(1,656,924		)
Net (decrease)/increase in cash and cash equivalents	—			(36,256		)		(336,512		)		429,008				—				56,240
Dividends	(180,000		)		(180,000		)		(114,461		)		(109,461		)		403,922				(180,000		)
Cash and cash equivalents at beginning of period	—			48,396				943,741				1,466,855				—				2,458,992
Capital contribution	16,500,000				16,500,000				—				—				(16,500,000		)		16,500,000
Cash and cash equivalents at end of period	—			$	12,140			$	607,229			$	1,895,863			$	—			$	2,515,232
Other items, net	—				22,214				3,570				289				—				26,073
Cash provided by/(used for) financing activities	16,320,000				23,497,218				388,802				(242,264		)		(15,667,603		)		24,296,153
Effect of exchange rate changes on cash and cash equivalents	—				—				—				(3,630		)		—				(3,630		)
Net increase in cash and cash equivalents	—				1,112				775,397				1,755,001				—				2,531,510
Cash and cash equivalents at beginning of period	—				—				—				—				—				—
Cash and cash equivalents at end of period	$	—			$	1,112			$	775,397			$	1,755,001			$	—			$	2,531,510

4834

Predecessor

H. J. Heinz Corporation II and Subsidiaries

Condensed Consolidating Statements of Cash Flows

For the Period December 24, 2012 - June 7, 2013

	Holdings	Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated
Operating Activities:	(In thousands)
Cash provided by operating activities	NA	$	403,272		$	379,863		$	440,752		$	(556,336	)	$	667,551
Investing activities:
Capital expenditures	NA	(2,764		)	(123,740		)	(164,913		)	—			(291,417		)
Net payments on intercompany lending activities	NA	(859,093		)	(586,335		)	(558,875		)	2,004,303			—
Other intercompany investing transactions	NA	(282,572		)	261,544			—			21,028			—
Other items, net	NA	(1,475		)	31,992			2,745			—			33,262
Cash used for investing activities	NA	(1,145,904		)	(416,539		)	(721,043		)	2,025,331			(258,155		)
Financing activities:
Payments on long-term debt	NA	(306,354		)	(137,674		)	(5,819		)	—			(449,847		)
Proceeds from long-term debt	NA	—			—			4,968			—			4,968
Net (payments)/proceeds on intercompany borrowing activities	NA	(263,991		)	1,856,899			411,395			(2,004,303		)	—
Net proceeds/(payments) on commercial paper and short-term debt	NA	1,600,000			(1,269,101		)	(33,684		)	—			297,215
Dividends	NA	(331,654		)	(446,065		)	(110,271		)	556,336			(331,654		)
Exercise of stock options	NA	19,387			—			—			—			19,387
Purchase of treasury stock	NA	(17,762		)	—			—			—			(17,762		)
Other intercompany capital stock transactions	NA	(4,000		)	285,739			(260,711		)	(21,028		)	—
Other items, net	NA	47,010			(44,343		)	(6,340		)	—			(3,673		)
Cash provided by/(used for) financing activities	NA	742,636			245,455			(462		)	(1,468,995		)	(481,366		)
Effect of exchange rate changes on cash and cash equivalents	NA	—			—			(140,483		)	—			(140,483		)
Net increase/(decrease) in cash and cash equivalents	NA	4			208,779			(421,236		)	—			(212,453		)
Cash and cash equivalents at beginning of period	NA	—			198,288			2,084,132			—			2,282,420
Cash and cash equivalents at end of period	NA	$	4		$	407,067		$	1,662,896		$	—		$	2,069,967

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The Merger

Heinz has been a pioneer in the food industry for over 140 years and possesses one of the world's best and most recognizable brands - Heinz ®. The Company has a global portfolio of leading brands focused in three core categories, Ketchup and Sauces, Meals and Snacks, and Infant/Nutrition.

On August 1, 2014, the Company's Board of Directors approved a change to the Company's name from Hawk Acquisition Intermediate Corporation II to H. J. Heinz Corporation II.

On February 13, 2013, Heinz entered into the Merger Agreement with Parent and Merger Subsidiary. The acquisition was consummated on June 7, 2013, and as a result, Merger Subsidiary merged with and into Heinz, with Heinz surviving as a wholly owned subsidiary of Holdings (together with its subsidiaries, the "Company"), which is in turn an indirect wholly owned subsidiary of Parent. Parent is controlled by Berkshire Hathaway Inc. and 3G Special Situations Fund III, L.P. (together the "Sponsors"). Holdings has no operations and its Balance Sheet is comprised solely of its investment in Heinz and share capital owned by its parent, Hawk Acquisition Intermediate Corporation I.

Purchase Accounting Effects. The Merger was accounted for using the acquisition method of accounting which affected our results of operations in certain significant respects. The Sponsors' cost of acquiring the Company has been pushed-down to establish a new accounting basis for the Company. Accordingly, the accompanying interim condensed consolidated financial statements are presented for two periods, Predecessor and Successor, which relate to the accounting periods preceding and succeeding the completion of the Merger. The allocation of the total purchase price to the Company's net tangible and identifiable intangible assets were based on fair values as of the Merger date, as described further in Note 2 to the Financial Statements. The purchase accounting adjustment to inventory resulted in an increase in cost of products sold of approximately $259 million and $383 million in the three months and 15 weeks Successor periods ended September 22, 2013, respectively, as those products were sold to customers during the period subsequent to the Merger. The following are also reflected in our results of operations for the nine month period ended September 28, 2014 as compared with the comparable nine month period ended September 22, 2013:

• Incremental amortization and depreciation of approximately $36 million on the step-up in basis of definite-lived tangible and intangible assets which was included within cost of products sold.

• Incremental interest expense of $179 million related to new borrowings under the Senior Credit Facilities and the Exchange Notes issued in a private offering, in connection with the Merger.

• The purchase accounting adjustment to eliminate pre Merger deferred pension costs resulted in a decrease in pension expense of approximately $17 million which was primarily reflected as a reduction in cost of products sold.

• The purchase accounting adjustment to eliminate pre Merger deferred derivative gains related to foreign currency cash flow hedges resulted in an increase in cost of products sold of approximately $8 million.

Periods Presented

Successor - the condensed consolidated financial statements as of September 28, 2014, and for the period from February 8, 2013 through September 28, 2014. The accounts of Merger Subsidiary from inception on February 8, 2013 to the date of its merger into the Company on June 7, 2013 were included in the Successor period June 8, 2013 to December 29, 2013 as presented in the Registration Statement on Form S-4 which became effective May 7, 2014. The activity in Merger Subsidiary for the period February 8, 2013 to June 7, 2013 related primarily to the issuance of the Exchange Notes and recognition of associated issuance costs and interest expense. The cash was invested in a money market account until the completion of the Merger on June 7, 2013.

Transition period - the period from April 29, 2013 to December 29, 2013.

Predecessor - the condensed consolidated financial statements of the Company prior to the Merger on June 7, 2013.

Executive Overview

~~During~~The ~~the~~H.J. ~~third~~Heinz ~~quarter ended September 28, 2014, the~~ Company's ~~total~~("Heinz") ~~sales~~has ~~were~~been ~~$2.59~~a ~~billion,~~pioneer ~~compared~~in tothe ~~$2.65~~food ~~billion~~industry for ~~the~~over ~~Successor~~140 ~~period~~years ~~June~~and 24possesses toone ~~September~~of ~~22, 2013 (based on~~ the ~~Company~~world's ~~former~~best ~~fiscal~~and ~~month~~most ~~end).~~recognizable ~~Volume~~brands ~~decreased~~- 3Heinz ®.9% ~~primarily~~The ~~due~~Company tohas ~~frozen~~a ~~meals~~global ~~and~~portfolio ~~snacks~~of ~~category~~leading ~~softness~~brands ~~and~~focused ~~share losses~~ in ~~our~~three ~~frozen~~core ~~potatoes~~categories, Ketchup and ~~snacks~~Sauces, ~~businesses~~Meals inand ~~U.S.~~Snacks, and Infant/Nutrition.

During 50the three months ended March 29, 2015, the Company's total sales were $2.48 billion, compared to $2.80 billion for the three months ended March 30, 2014. The decline in sales was principally due to unfavorable foreign exchange translation rates which decreased sales by 7.0% and a decrease in volume of 9.2% primarily due to the acceleration of sales ahead of the U.S. Keystone(1) go-live in the prior year, frozen nutritional meals category softness and product rationalization in U.S. Consumer Products, reduced trade promotions in U.S. Foodservice and Canada, and product rationalization and reduced trade promotions on beans in the U.K. Net pricing increased sales by 4.8%, driven by increased pricing in U.S. Consumer Products coupled with reduced trade promotions in U.S. Foodservice and Canada and increased inflation-based pricing in Venezuela. Sales decreased 0.1% due to a small divestiture in Europe.

~~Consumer~~Increases ~~Products, softness~~ in ~~Indonesian~~gross ~~cordials~~profit, ~~sales~~operating ~~following~~income ~~the~~and ~~festive~~net ~~period~~income ~~and~~are ~~the~~primarily ~~transition~~related to areduced ~~new~~charges ~~distributor~~for ~~network,~~restructuring ~~chilled beverage product rationalization~~ and ~~reduced~~productivity ~~promotional~~initiatives ~~activity~~ in the ~~tuna~~current year and ~~seafood~~the ~~category~~positive inimpact ~~Australia,~~of ~~and~~restructuring ~~raw material~~ and ~~packaging~~productivity ~~supply~~initiatives ~~constraints~~taken in ~~Venezuela.~~the ~~Net~~prior ~~pricing~~year and increased sales byin 2Venezuela.~~4%,~~ These ~~driven~~increases ~~primarily~~were offset by ~~price~~lower ~~increases~~sales volumes in ~~Venezuela~~the U.S. ~~Unfavorable~~and ~~foreign~~unfavorable exchange translation rates ~~decreased~~in ~~sales~~Europe, byAustralia ~~0.4%.~~and ~~Sales~~New ~~decreased 0~~Zealand.~~2% due to divestitures.~~

InAdjusted ~~the~~earnings ~~third~~before ~~quarter~~interest, ~~ended September 28~~tax, ~~2014~~depreciation and ~~the~~amortization ~~Successor~~("Adjusted ~~period~~EBITDA") ~~from~~decreased ~~June~~$37 24million toor ~~September 22~~5.4%, ~~2013,~~to ~~gross~~$651 ~~profit~~million, ~~operating~~primarily ~~income~~reflecting ~~and~~decreased ~~net~~gross ~~income~~profit ~~were~~in ~~significantly~~North ~~impacted~~America as bya ~~restructuring~~result ~~related~~of ~~costs~~decreased ~~and~~sales ~~expenses. In~~volumes ~~addition,~~and ~~the~~unfavorable ~~Successor~~foreign ~~period~~exchange ~~from~~translation ~~June~~rates 24in toall ~~September~~segments ~~22,~~offset ~~2013 was impacted~~ by aincreased ~~non-cash charge to cost of~~ sales ~~for the step up~~ in ~~inventory~~Venezuela ~~value~~and ~~noted~~reduced inSG&A ~~The Merger section above~~.

~~Adjusted~~See ~~earnings~~Results ~~before interest, tax, depreciation and amortization ("Adjusted EBITDA") increased $149 million or 30.1%, to $646 million, primarily reflecting the reduction in cost~~ of ~~products sold and SG&A due to efficiencies driven by restructuring and productivity initiatives. Refer to EBITDA & Adjusted EBITDA (from~~ Continuing Operations) ~~within~~sections ~~the~~for ~~Non-GAAP~~further ~~Measures~~analysis ~~section~~of ~~below for~~ our ~~definition~~operating ofresults ~~Adjusted~~for ~~EBITDA~~the quarter.

~~See~~(1) ~~The~~Project ~~Merger~~Keystone is a multi-year global program designed to drive productivity and ~~Results~~make ofHeinz ~~Continuing~~much ~~Operations~~more ~~sections~~competitive ~~for~~by ~~further~~adding ~~analysis~~capabilities, ofharmonizing ~~our~~global ~~operating~~processes ~~results~~and ~~for~~standardizing ~~the~~our ~~quarter.~~systems through SAP

Restructuring and Productivity Initiatives

Phase 1: During the transition period and ~~the~~ first nine months of 2014, the Company invested in restructuring and productivity initiatives as part of its ongoing cost reduction efforts with the goal of driving efficiencies and creating fiscal resources that will be reinvested into the Company's business as well as to accelerate overall productivity on a global scale. As of ~~September~~March 2829, ~~2014~~2015, these initiatives have resulted in the reduction of approximately 4,050 corporate and field positions across the Company's global business segments (excluding the factory closures and Phase II noted below). ~~Including~~With ~~charges~~respect ~~incurred~~to asthese ofrestructuring ~~September 28,~~and ~~2014~~productivity initiatives, the Company ~~currently~~incurred ~~estimates it will incur~~ total charges of ~~approximately~~ $~~300~~289 million related to severance benefits and other severance-related expenses ~~related~~from toinception ~~the~~through ~~reduction~~its conclusion in ~~corporate~~December ~~and field positions, of which $289 million has been incurred through September 28,~~ 2014. The ongoing annual cost savings is estimated to be approximately $250 million~~. The~~, ~~severance-related~~but ~~charges~~is ~~and cost savings assumptions that the Company expects to incur in connection with these work force reductions are~~ subject to a number of assumptions and may differ from actual results. ~~See~~ ~~Note 5, “Restructuring and Productivity Initiatives” for additional information on these productivity initiatives. There were no such charges in the first three months of 2013.~~

Footprint: In addition, the Company ~~has~~ announced the planned closure and consolidation of 5 factories across the U.S., Canada and Europe during 2014. The number of employees ~~expected to be~~ impacted by these 5 plant closures and consolidation is approximately 1,600, all of which ~~1,450~~ had left the Company as of ~~September~~March 2829, ~~2014~~2015. ~~The~~With ~~Company~~respect ~~currently~~to ~~estimates~~these itfactory ~~will~~closures, ~~incur~~the Company incurred charges of ~~approximately~~ $91 million related to severance benefits and other severance-related expenses ~~related~~through toits ~~these~~conclusion ~~factory~~on ~~closures~~March 29, of2015. The ~~which~~Company ~~$86~~may ~~million~~also ~~has~~incur ~~been~~other ~~incurred~~charges ~~through~~not ~~September 28,~~currently ~~2014. In~~contemplated ~~addition~~due ~~the~~to ~~Company~~events ~~will~~that ~~recognize~~may ~~accelerated~~occur ~~depreciation~~as ona ~~assets~~result of, or related to, bethese ~~disposed~~plant ofclosures. The ongoing annual cost savings is estimated to be approximately $80 million., ~~The~~but ~~severance-related~~is ~~charges and cost savings assumptions that the Company expects to incur in connection with these factory workforce reductions and factory closures are~~ subject to a number of assumptions and may differ from actual results. ~~The~~ ~~Company may also incur other charges not currently contemplated due to events that may occur as a result of, or related to, these cost reductions.~~

License Expiration: Furthermore, the Company announced the planned closure of an additional factory in Europe in the first half of 2015 due to the expiration of a license to manufacture a non-core product. The number of employees expected to be impacted by this plant closure is approximately 200. ~~The~~With ~~Company~~respect ~~expects~~ to ~~incur~~this factory closure, the Company incurred charges of approximately $1211 million related to severance benefits and other severance-related expenses ~~related~~through ~~to this factory closure which it recorded in the quarter ended September~~March 2829, ~~2014~~2015. In addition, the Company recognized $33 million in non-cash asset write-downs due to the planned closure. In the three months ended March 29, 2015, the company incurred $9 million in contract termination fees related to this factory closure.

~~The~~ Company recorded pre-tax costs related to these productivity initiatives of $81 million and $338 million in the three and nine months ended September 28, 2014, respectively, which were recorded in the Non-Operating segment. See Note 5. Charges in the Successor period February 8 to September 22, 2013 and the Predecessor period December 24, 2012, to June 7, 2013 were $70 million and $6 million, respectively.35

Phase 51II: In the fourth quarter of 2014 and first quarter of 2015, the Company invested in restructuring and productivity initiatives as part of its ongoing cost reduction efforts with the goal of driving efficiencies and creating fiscal resources that will be reinvested into the Company's business as well as to accelerate overall productivity on a global scale. As of March 29, 2015, these initiatives have resulted in the reduction of approximately 1,050 corporate and field positions across the Company's global business segments (excluding Phase I and the factory closures noted above). With respect to these restructuring and productivity initiatives, the Company recognized $30 million in non-cash asset write-downs for impairment of long-lived assets to be disposed. The Company currently estimates it will incur total charges of approximately $70 million related to severance benefits and other severance-related expenses, of which $68 million has been incurred from project inception through March 29, 2015.

~~Discontinued~~The ~~Operations~~Company recorded pre-tax costs related to these productivity initiatives of $17 million in the three months ended March 29, 2015 and $141 million in the three months ended March 30, 2014, which were recorded in the Non-Operating segment. See Note 4, “Restructuring and Productivity Initiatives” for additional information on these productivity initiatives.

InTHREE ~~January~~MONTHS ~~2013,~~ENDED ~~the~~MARCH ~~Company’s Board of Directors approved management’s plan to sell Shanghai LongFong Foods (“LongFong”)~~29, a2015 ~~maker~~AND ofMARCH ~~frozen products in China which was previously reported in the Asia/Pacific segment. As a result~~30, LongFong’s net assets were classified as held for sale and the Company adjusted the carrying value to estimated fair value, recording a $36 million pre-tax and after-tax non-cash goodwill impairment charge to discontinued operations in January 2013. The sale was completed in June 2014~~, resulting in an insignificant pre-tax and after-tax loss which was recorded in discontinued operations in the Successor period. See Note 6.~~

THREE MONTHS ENDED SEPTEMBER 28, 2014 (SUCCESSOR) AND SEPTEMBER 22, 2013 (SUCCESSOR)

Results of Continuing Operations

OnSales ~~October~~were 21$2.48 billion for the quarter ended ended March 29, ~~2013~~2015, ~~our~~compared ~~board~~with of$2.80 ~~directors~~billion ~~approved~~for athe ~~change~~quarter inended ~~our~~March ~~fiscal~~30, ~~year-end~~2014, ~~from~~a ~~the~~decrease ~~Sunday~~of ~~closest~~$322 tomillion, ~~April~~or 3011.5%. Volume decreased 9.2% primarily due to the ~~Sunday~~acceleration ~~closest~~of tosales ~~December~~ahead 31of the U.S. AsKeystone ago-live ~~result~~in ofthe ~~this~~prior ~~change~~year, ~~the~~product ~~Company~~rationalization ~~filed~~and ~~its~~frozen ~~Annual~~nutritional ~~Report~~meals ~~for~~category ~~the~~softness ~~transition~~in ~~period~~U.S. ~~beginning~~Consumer onProducts, ~~April~~reduced 29trade promotions in U.S. Foodservice and Canada, ~~2013~~and product rationalization, category softness and ~~ending~~reduced ontrade ~~December~~promotions 29in the U.K. Net pricing increased sales by 4.8%, ~~2013~~driven by increased pricing in U.S. ~~its~~Consumer ~~Registration~~Products ~~Statement~~coupled with reduced trade promotions in U.S. Foodservice and Canada and increased inflation-based pricing in Venezuela. Unfavorable foreign exchange translation rates decreased sales by 7.0%. Sales decreased 0.1% due to divestitures.

~~Sales~~Gross ~~were~~profit increased $~~2.59~~22 ~~billion~~million ~~for~~or ~~the quarter ended September 28, 2014 compared with $~~2.653% ~~billion~~to ~~for~~$976 ~~the quarter ended September 22~~million, ~~2013,~~and agross ~~decrease~~profit ofmargin ~~$53~~increased ~~million,~~to or39.4% 2from 34.01%. ~~Volume~~These ~~decreased~~increases ~~3.9%~~are primarily ~~due~~related to ~~frozen~~lower ~~meals~~cost ~~and~~of ~~snacks~~products ~~category~~sold ~~softness~~associated ~~and~~with ~~share~~decreased ~~losses~~charges infor ~~our~~restructuring ~~frozen potatoes~~ and ~~snacks~~productivity ~~businesses~~initiatives (which inare ~~U.S.~~recorded ~~Consumer Products, softness~~ in ~~Indonesian cordials sales following~~ the ~~festive~~non-operating ~~period~~segment), ~~and~~ the ~~transition~~positive toimpact aof ~~new~~restructuring ~~distributor~~charges ~~network, chilled beverage product rationalization~~ and ~~reduced~~productivity ~~promotional~~initiatives ~~activity~~taken in the ~~tuna~~prior ~~and~~year ~~seafood category in Australia,~~ and ~~raw~~increased ~~material~~sales ~~and packaging supply constraints~~ in Venezuela. These ~~Net~~increases ~~pricing~~in ~~increased~~gross ~~sales~~profit bywere ~~2.4%,~~offset ~~driven primarily~~ by ~~price~~lower ~~increases~~sales volumes in ~~Venezuela~~the U.S. ~~Unfavorable~~and ~~foreign~~unfavorable exchange translation rates ~~decreased~~in ~~sales~~all ~~by 0~~segments.~~4%.~~ ~~Sales decreased 0.2% due to divestitures.~~

~~Gross profit was $916 million for the quarter ended September 28~~Selling, ~~2014~~general ~~compared~~and ~~with~~administrative ~~$660~~expenses ~~million~~("SG&A") ~~for~~decreased ~~the quarter ended September 22, 2013, an increase of~~ $~~256~~61 million, or 3811.86%, ~~and gross profit margin increased~~ to ~~35.3% from 24.9%. The third quarter of 2014 included charges in cost of products sold for restructuring and productivity initiatives of~~ $68461 million ~~(which are recorded in the non-operating segment). In addition~~, itand ~~included~~is ~~incremental~~flat ~~costs~~as ~~totaling~~a ~~$23~~percentage ~~million,~~of ~~primarily~~sales ~~for~~at ~~additional logistics costs incurred related to the U~~18.S.6% ~~SAP go-live, which was launched~~ in the ~~second~~current ~~quarter~~and ofprior ~~2014,~~years. ~~along~~The ~~with~~decrease ~~equipment~~in ~~relocation~~SG&A ~~charges~~is ~~not~~attributable ~~specifically related~~ to ~~restructuring~~reduced ~~activities.~~sales ~~The quarter ended September 22~~volume, ~~2013,~~lower ~~incurred~~fixed ~~higher~~selling ~~cost~~and ofdistribution ~~products~~and ~~sold~~lower ~~associated~~general ~~with the purchase accounting step up in inventory value of $259 million,~~ and ~~$21~~administrative ~~million~~expense primarily inresulting ~~severance~~from ~~and~~prior ~~employee~~year ~~benefit~~restructuring ~~costs~~and ~~relating~~productivity torelated ~~the~~initiatives, ~~reduction of corporate~~ and ~~field~~lower ~~positions~~marketing ~~across the Company~~expense. ~~The~~Lower ~~remaining~~exchange ~~improvement~~translation inrates ~~gross~~had ~~profit~~a ~~was~~favorable ~~due~~impact toon ~~reduced~~SG&A ~~cost~~in ofthe ~~products~~current ~~sold resulting from restructuring and productivity related initiatives~~year.

~~Selling,~~Merger ~~general~~related ~~and~~costs ~~administrative~~of ~~expenses ("SG&A") were~~ $~~507~~7 million ~~for~~in the ~~quarter~~three ~~ended~~months ~~September 28, 2014 compared with $572 million for the quarter~~ ended ~~September 22,~~March ~~2013~~29, a2015 ~~decrease~~represent oflegal ~~$65 million, or 11.4%,~~ and ~~decreased~~professional asfees aassociated ~~percentage~~with ~~of sales to 19.5% from 21.6%. The third quarter of 2014 included charges for restructuring and productivity initiatives of $13 million (which are recorded in~~ the ~~non-operating~~Kraft ~~segment)~~Merger. There Inwere ~~addition,~~no itmerger ~~included incremental costs totaling $41 million, primarily for additional warehousing and other logistics costs incurred~~ related ~~to the U.S. SAP go-live and employee benefit~~ costs ~~not associated with our restructuring activities (which are recorded~~ in the ~~non-operating~~three ~~segment).~~months ~~The quarter~~ ended ~~September 22,~~March ~~2013~~30, included $47 million primarily in severance and employee benefit costs relating to the reduction of corporate and field positions across the Company, professional fees, and contract and lease termination costs2014. The remaining decrease in SG&A is attributable to lower fixed selling and distribution and general and administrative expense primarily resulting from restructuring and productivity related initiatives and lower marketing expense.

~~Merger~~Net ~~related~~interest ~~costs~~expense increased $28 million, to $191 million, due primarily to the write off of deferred financing fees and original issue discount associated with the repayment of a portion of the B-1 Loans and B-2 Loans in the first quarter ~~ended~~of ~~September 22~~2015. Other income, ~~2013~~net, ~~were~~was $9829 million ~~consisting~~compared to other expense, net of $21 million in the prior year. The increase is primarily due to gains on the unwind of ~~advisory~~our ~~fees,~~interest ~~legal~~rate swaps associated with our 2025 2nd lien notes financing and favorable currency movements on our intercompany loans, ~~accounting~~foreign currency assets and ~~other~~liabilities, ~~professional~~and ~~costs~~cross currency swaps.

~~Net~~For ~~interest~~the ~~expense~~current ~~was~~quarter ~~$157 million for~~ the ~~quarter~~Company ~~ended~~recorded ~~September 28,~~a ~~2014~~tax ~~compared~~expense ~~with~~of $~~161~~68 million, ~~for~~or 19.5% of pretax income. In the ~~quarter~~prior ~~ended~~year ~~September 22,~~the ~~2013,~~Company recorded a ~~decrease~~tax expense of $351 million, ~~reflecting~~or ~~higher~~20.3% ~~interest~~of pretax income. asThe adecrease in the effective tax rate is primarily the result of ~~higher~~the ~~average~~current ~~cash~~period including a lower blended statutory tax rate and ~~cash~~higher ~~equivalent~~tax ~~balances~~exempt income, partially offset by beneficial revisions to estimates in the prior year.

~~Other~~The ~~expense,~~ net, ~~was~~income ~~$37~~from ~~million~~continuing ~~for~~operations ~~the~~attributable ~~quarter~~to ~~ended~~H. ~~September 28,~~J. ~~2014~~Heinz ~~compared~~Corporation ~~with~~II was $10276 million ~~for~~compared ~~the~~to ~~quarter ended September 22, 2013, an increase of~~ $28195 million~~. The~~ ~~increase is primarily related to additional unrealized currency losses~~ in the ~~quarter~~prior ~~ended September 28, 2014~~year.

Adjusted 52EBITDA decreased $37 million or 5.4%, to $651 million, primarily reflecting decreased gross profit in North America as a result of decreased sales volumes and unfavorable foreign exchange translation rates in all segments offset by increased sales in Venezuela and reduced SG&A.

~~Tax~~ expense was $40 million or 18.8% of pretax income for the quarter ended September 28, 2014, compared with a tax benefit of $176 million or 97.5% of pretax loss for the quarter ended September 22, 2013. The difference in effective tax rates is primarily driven by the prior year period including a $107 million benefit related to the impact on deferred taxes of a 300 basis point statutory tax rate reduction in the United Kingdom which was enacted during July 2013 as well as the prior year benefiting from significant restructuring charges recorded in the United States, which has a high relative statutory tax rate. 36

The net income from continuing operations attributable to H. J. Heinz Corporation II was $172 million for the quarter ended September 28, 2014 compared with a net loss from continuing operations of $7 million for the quarter ended September 22, 2013, an increase in income of $178 million period over period.

Adjusted EBITDA was $646 million for the quarter ended September 28, 2014 compared with $497 million for the quarter ended September 22, 2013, an increase of $149 million, or 30.1%, primarily reflecting the reduction in cost of products sold and SG&A due to efficiencies driven by restructuring and productivity initiatives.

OPERATING RESULTS BY BUSINESS SEGMENT

In the first quarter of 2014, the Company transitioned to new segments, which are aligned to the new organizational structure implemented during the transition period. These new segments reflect how senior management run the business from an organizational perspective and look at the internal management reporting used for decision-making. The Company has reclassified the segment data for the prior period to conform to the current period’s presentation.

North America

Sales ~~for~~of the North America segment ~~were~~decreased $~~982~~179 million ~~for the quarter ended September 28~~, ~~2014~~or ~~compared with $1~~15.~~05 billion for the quarter ended September 22~~3%, ~~2013,~~to ~~a decrease of~~ $67990 million~~, or 6~~.~~4%.~~ Volume was down 518.52% primarily ~~due~~reflecting toan ~~frozen~~acceleration ~~meals~~of ~~and~~sales ~~snacks~~ahead ~~category~~of ~~softness~~the ~~and~~U.S. ~~share~~Keystone ~~losses~~go-live in ~~our~~the prior year, frozen ~~potatoes~~nutritional meals category softness and ~~snacks~~product ~~businesses~~rationalization in U.S. Consumer Products and ~~lower~~reduced ~~promotional~~trade ~~activity~~promotions in ~~Canada, partially offset by~~ U. S. Foodservice. ~~Lower~~and Canada. Higher net price of 04.2% ~~was~~reflects ~~due to~~ increased ~~promotional~~pricing ~~activity~~ in U. S. Consumer Products, ~~partially~~and ~~offset~~reduced bytrade apromotions ~~reduction~~ in ~~such~~U. ~~activities~~S. inFoodservice and Canada. Unfavorable Canadian exchange translation rates decreased sales 01.73%.

Gross profit ~~was~~decreased $~~382~~68 million, ~~for~~or ~~the quarter ended September 28~~14.3%, ~~2014~~to ~~compared with~~ $~~271~~409 million ~~for~~while the ~~quarter ended September 22, 2013, an increase of $111 million, or 41.1%, and~~ gross profit margin increased to 3841.93% from 2540.8%. ~~These~~The ~~increases~~decrease ~~are~~in gross profit primarily related to lower cost of products sold as a result of various restructuring and productivity initiatives and the purchase accounting step up in inventory value of $115 million recorded in the quarter ended September 22, 2013, largely offset by the lower volumes noted above. ~~Adjusted~~ ~~EBITDA~~These ~~was~~decreases ~~$281~~were ~~million~~offset ~~for~~by the ~~quarter~~positive ~~ended~~impact ~~September 28,~~of ~~2014~~prior ~~compared~~year ~~with~~restructuring ~~$261~~and ~~million~~productivity ~~for~~initiatives. ~~the~~Adjusted ~~quarter~~EBITDA ~~ended~~decreased ~~September 22, 2013, an increase of~~ $2075 million, or 720.7%, to $287 million reflecting ~~the~~a ~~increase~~decrease in gross profit noted above ~~and lower SG&A primarily due to reduced costs related to workforce reductions and lower marketing spend~~.

Europe

~~Sales for~~ Heinz Europe ~~were~~sales decreased $~~696~~137 million, ~~for~~or ~~the quarter ended September 28~~18%, ~~2014~~to ~~compared with~~ $~~694~~626 million. Volume ~~for~~was ~~the~~down ~~quarter~~6.1% ~~ended~~due ~~September 22,~~to ~~2013,~~product ~~an increase of $2 million~~rationalization, orcategory ~~0.3%.~~softness ~~Volume~~and ~~was~~reduced ~~down~~trade ~~0.5%~~promotions ~~as increases~~ in the U.K. ~~soup~~ and ~~beans~~infant ~~category~~food ~~and~~in ~~Sweden were offset by similar levels of declines across the rest of the segment~~Italy. Net pricing ~~decreased~~increased 10.46% asprimarily ~~increased~~reflecting ~~promotional~~reduced ~~activity~~trade promotions in the U.K. ~~and Italy to counteract category softness were partially offset by higher pricing in Eastern Europe.~~ ~~Favorable~~Unfavorable exchange translation rates ~~increased~~decreased sales 212.92%. The divestiture of a small soup business in Germany decreased sales 0.62%.

Gross profit ~~was~~decreased $~~296~~26 million, ~~for~~or ~~the quarter ended September 28~~8.2%, ~~2014~~to ~~compared with~~ $~~186~~292 million ~~for~~while the ~~quarter~~gross ~~ended~~profit ~~September 22,~~margin ~~2013,~~increased anto ~~increase~~46.6% offrom ~~$110 million, or 59~~41.56%,. ~~and~~The decreases in gross profit ~~margin~~are ~~increased~~primarily related to ~~42.5%~~unfavorable ~~from~~exchange 26translation rates.~~8%.~~ The ~~These~~gross ~~increases~~profit ~~are~~margin was positively impacted primarily ~~related~~by toa ~~lower~~reduction in cost of products sold as a result of the various restructuring and productivity initiatives ~~and~~undertaken in the ~~purchase~~prior ~~accounting~~year ~~step~~as upwell inas ~~inventory~~price ~~value~~increases ~~of $72 million recorded~~ in the ~~quarter ended September 22, 2013~~U.K. Adjusted EBITDA ~~was~~decreased $~~205~~2 million ~~for~~to ~~the quarter ended September 28, 2014 compared with~~ $~~144~~214 million ~~for~~reflecting ~~the~~unfavorable ~~quarter~~exchange ~~ended~~translation ~~September 22,~~rates ~~2013,~~more anthan ~~increase~~offsetting ofreductions ~~$62~~in ~~million,~~cost orof ~~43.0%,~~products ~~reflecting~~sold ~~the increase in gross profit~~ and ~~lower~~ SG&A ~~primarily related to productivity initiatives~~.

Asia/Pacific

Heinz Asia/Pacific sales ~~were~~decreased $~~476~~47 million ~~for the quarter ended September 28~~, ~~2014~~or ~~compared with $532 million for the quarter ended September 22~~9.6%, ~~2013,~~to ~~a decrease of~~ $57445 million~~, or 10~~.~~6%.~~ Volume decreased 92.94% largely as a result of ~~softness~~competitive inprivate ~~Indonesian~~label ~~cordials~~pressures ~~sales~~in ~~following~~ambient ~~the~~meals ~~festive~~driving ~~period~~lower ~~and~~market ~~the~~share ~~transition~~along towith aproduct ~~new~~rationalizations ~~distributor~~in ~~network,~~Australia and ~~chilled~~the ~~beverage~~U.S. ~~product~~shipping ~~rationalization~~port ~~and~~strike ~~reduced~~which ~~promotional~~adversely ~~activity~~impacted supplies in ~~the~~Japan. These ~~tuna~~volume ~~and~~declines ~~seafood~~have ~~category~~been partially offset by strong demand in ~~Australia.~~China for Asian sauces and condiments. Pricing increased 1.53%, due to ~~reduced~~increased ~~promotional~~pricing ~~spend~~on ABC® sauces in ~~Australia~~Indonesia and ~~increased~~price ~~pricing~~increases in ~~China~~Australia. Unfavorable foreign exchange translation rates, primarily in ~~Indonesia~~Australia, ~~Australia~~New ~~and~~Zealand, Japan, ~~partially~~and ~~offset by favorable foreign exchange rates in New Zealand~~Indonesia, decreased sales by 28.25%.

Gross profit ~~was~~decreased $~~149~~2 million ~~for the quarter ended September 28~~, ~~2014~~or ~~compared with $102 million for the quarter ended September 22~~1.5%, ~~2013,~~to ~~an increase of~~ $47145 million, orwhile ~~45.8%, and~~ the gross profit margin increased to 3132.45% from 1929.29%. ~~These~~The ~~increases~~decrease ~~are~~in gross profit is primarily related to ~~lower~~unfavorable ~~cost~~foreign ofexchange ~~products~~translation ~~sold~~rates. The asincrease ain ~~result~~the ofgross ~~various~~profit ~~restructuring~~margin ~~and~~related ~~productivity~~to ~~initiatives~~decreased ~~and~~promotional ~~the~~activity ~~purchase~~in ~~accounting~~Australia, ~~step~~increased uppricing in ~~inventory~~Indonesia ~~value~~and ofa ~~$67~~reduction ~~million recorded~~ in ~~the~~cost ~~quarter~~of ~~ended~~products ~~September 22,~~sold ~~2013. Adjusted~~as ~~EBITDA~~a ~~was~~result ~~$78~~of ~~million~~various ~~for~~restructuring ~~the~~and ~~quarter~~productivity ~~ended~~initiatives. Adjusted ~~September 28,~~EBITDA ~~2014~~increased ~~compared with~~ $6813 million ~~for~~to ~~the quarter ended September 22, 2013, an increase of~~ $1084 million, oras ~~15.0%, due to~~ the ~~increase~~decrease in gross profit ~~and~~was more than offset by lower SG&A primarily related to prior year productivity initiatives.

Latin America

Sales ~~for~~of the Latin America segment ~~were~~increased $~~266~~66 million ~~for the quarter ended September 28~~, ~~2014~~or ~~compared with $212 million for the quarter ended September 22~~33.2%, ~~2013,~~to ~~an increase of~~ $54264 million~~, or 25~~.~~6%.~~ Volume ~~decreased~~increased 29.84% ~~primarily~~due to increases in Venezuela, driven by raw material and packaging supply constraints, ~~which~~in ~~were~~the ~~partially~~prior ~~offset~~year, byand ~~increased~~local ~~volume~~ketchup ~~from~~production ~~strong~~and ~~Heinz brand~~ market ~~share~~expansion ~~growth~~ in ~~Brazil~~Mexico. Pricing increased sales 2932.67% primarily due to the hyper-inflationary economy in Venezuela. Unfavorable foreign exchange translation rates, primarily in Brazil, decreased sales by 18.19%.

Gross profit ~~was~~increased $~~111~~27 million, ~~for~~or ~~the quarter ended September 28~~39.6%, ~~2014~~to ~~compared with~~ $6096 million ~~for~~and the ~~quarter ended September 22, 2013, an increase of $51 million, or 84.9%, while~~ gross profit margin increased to 4136.93% from 2834.56%. These increases are primarily related to ~~lower~~Venezuela ~~cost~~sales ofnoted ~~products~~above ~~sold~~offset asby adecreased ~~result~~sales ~~of various restructuring and productivity initiatives and the purchase accounting step up~~ in ~~inventory~~Brazil ~~value~~due ofto $6competitive pricing ~~million recorded in the quarter ended September 22, 2013~~pressures. Adjusted EBITDA ~~was~~increased $7020 million ~~for~~to ~~the quarter ended September 28, 2014 compared with~~ $3053 million ~~for~~reflecting the ~~quarter~~increase ~~ended~~in ~~September 22,~~gross ~~2013,~~profit anoffset ~~increase~~by ofhigher ~~$40~~SG&A ~~million,~~in orVenezuela ~~132.0%,~~primarily ~~due~~related to ~~the~~increases ~~increase~~ in ~~gross~~wages ~~profit~~ and ~~lower~~benefits ~~SG&A~~as ~~primarily~~a result ~~related~~of tothe ~~productivity~~inflationary ~~initiatives~~environment.

See Venezuela-Foreign Currency and Inflation discussion below for further information on Venezuela's hyper-inflationary economy.

RIMEA

Sales for RIMEA ~~were~~decreased $~~174~~24 million ~~for the quarter ended September 28~~, ~~2014 compared with $160 million for the quarter ended September 22, 2013, an increase of $14 million,~~ or 913.06%, ~~period~~to ~~over~~$153 ~~period~~million. Volume ~~increased~~decreased 103.54% asmainly ~~growth~~due ~~was~~to ~~realized~~the ~~across~~economic ~~the~~crisis ~~segment~~in Russia. Pricing increased sales by 3.5.0%, largely due to price increases across all major product categories in Russia as well as price increases and reduced promotional activity on nutritional beverages in India. Unfavorable foreign exchange translation rates decreased sales 515.12%.

Gross profit ~~was~~decreased $665 million ~~for the quarter ended September 28~~, ~~2014~~or ~~compared with $57 million for the quarter ended September 22~~7.2%, ~~2013,~~to ~~an increase of~~ $961 million, ~~or 16.3%,~~ and the gross profit margin increased to 3839.09% from 3537.62%. The decrease in gross profit ~~margin~~is ~~improvement was~~ primarily ~~due~~related to ~~lower~~unfavorable exchange translation rates in Russia offset by reduced cost of products sold asin aIndia ~~result~~which ofwas ~~various~~driven ~~restructuring~~by ~~and~~a ~~productivity~~reduction ~~initiatives~~in key commodity costs. ~~Adjusted~~The ~~EBITDA~~gross profit margin improvement was ~~$29~~primarily ~~million~~related ~~for~~to favorable product mix primarily in the ~~quarter~~Middle ~~ended~~East ~~September 28,~~and ~~2014~~increased ~~compared~~margins ~~with~~in ~~$20~~India ~~million~~as ~~for~~a ~~the~~result ~~quarter~~of ~~ended~~commodity ~~September 22,~~deflation. Adjusted ~~2013,~~EBITDA anincreased ~~increase~~$3 ofmillion to $1032 million, orprimarily ~~49.0%~~reflecting lower SG&A costs in Russia, due mainly to the ~~increase~~favorable inimpact ~~gross~~from ~~profit~~exchange translation rates, and ~~lower~~India ~~SG&A~~offset ~~primarily~~by ~~related~~a todecrease ~~productivity~~in ~~initiatives~~gross profit noted above.

NINE MONTHS ENDED SEPTEMBER 28, 2014 (SUCCESSOR), PERIOD FROM FEBRUARY 8 - SEPTEMBER 22, 2013 (SUCCESSOR), AND PERIOD FROM DECEMBER 24, 2012 - JUNE 7, 2013 (PREDECESSOR)

Results of Continuing Operations

Sales were $8.12 billion for the nine months ended September 28, 2014, compared with $3.15 billion for the Successor period from February 8 to September 22, 2013, and $5.20 billion for the Predecessor period from December 24, 2012 to June 7, 2013, a decrease of $231 million, or 2.8%, period over period. Volume decreased 3.3% primarily due to frozen meals and snacks category softness and share losses in our frozen potatoes, meals and snacks businesses in U.S. Consumer Products, soft soup and frozen meals categories in the U.K., chilled beverage product rationalization and reduced promotional activity in the tuna and seafood category in Australia, softness in Indonesian cordials sales following the transition to a new distributor network, and raw material and packaging supply constraints in Venezuela. Net pricing increased sales by 1.9%, driven by price increases in Venezuela,

Indonesia, China and India, and reduced trade promotions in US Foodservice, partially offset by increased promotional activity in US Consumer Products, the U.K. and Italy. Unfavorable foreign exchange rates decreased sales by 1.2%. Sales decreased 0.2% due to divestitures.

Gross profit was $2.75 billion for the nine months ended September 28, 2014, compared with $713 million for the Successor period from February 8 to September 22, 2013, and $1.89 billion for the Predecessor period from December 24, 2012 to June 7, 2013, an increase of $155 million, or 5.9%, period over period, while gross profit margin increased to 33.9% from 31.1%. The first nine months of 2014 included a non-cash impairment charge of $62 million on its indefinite lived trademarks, primarily in its North American frozen meals and snacks business due to continued category softness driving lower than anticipated sales. This impairment was recorded in the non-operating segment. The first nine months of 2014 included charges in cost of products sold for restructuring and productivity initiatives of $293 million (which are recorded in the non-operating segment) and incremental amortization of $36 million following the step-up in basis of definite-lived tangible and intangible assets due to purchase accounting adjustments. In addition, it included incremental costs totaling $45 million, primarily for additional logistics costs incurred related to the U.S. SAP go-live, along with equipment relocation charges and consulting and advisory charges not specifically related to restructuring activities (which are recorded in the non-operating segment). The Successor period February 8 to September 22, 2013, incurred higher cost of products sold associated with the purchase accounting step up in inventory value of $383 million. It also included $23 million primarily in severance and employee benefit costs relating to the reduction of corporate and field positions across the Company. Gross profit in the current year was positively impacted by reduced costs of product sold as a result of restructuring and productivity initiatives.

SG&A were $1.54 billion for the nine months ended September 28, 2014, compared with $681 million for the Successor period from February 8 to September 22, 2013, and $1.13 billion for the Predecessor period from December 24, 2012 to June 7, 2013, a decrease of $267 million, or 14.8%, period over period, and decreased as a percentage of sales to 18.9% from 21.6% period over period. The first nine months of 2014 included charges for restructuring and productivity initiatives of $45 million (which are recorded in the non-operating segment). In addition, it included incremental costs totaling $68 million, primarily for additional warehousing and other logistics costs incurred related to the U.S. SAP go-live and employee benefit costs not associated with our restructuring activities (which are recorded in the non-operating segment). The Successor period February 8 to September 22, 2013 included $47 million primarily in severance and employee benefit costs relating to the reduction of corporate and field positions across the Company. The remaining decrease in SG&A is attributable to lower fixed selling and distribution and general and administrative expense primarily resulting from restructuring and productivity related initiatives and lower marketing expense.

Merger related costs in the Successor period from February 8 to September 22, 2013 were $154 million consisting primarily of advisory fees, legal, accounting and other professional costs. In the Predecessor period, Merger related costs of $157 million include $48 million resulting from the acceleration of stock options, restricted stock units and other compensation plans pursuant to the existing change in control provisions of those plans, and $109 million of professional fees.

Net interest expense was $482 million for the nine months ended September 28, 2014, compared with $220 million for the Successor period from February 8 to September 22, 2013, and $120 million for the Predecessor period from December 24, 2012 to June 7, 2013, an increase of $142 million, reflecting higher average debt balances resulting from the Merger.

Prior to the Merger, Merger Subsidiary entered into interest rate swap agreements to mitigate exposure to variable rate debt that was raised to finance the acquisition. These agreements were not designated as hedging instruments prior to the Merger date, and as such, we recorded a gain of $118 million in the Successor period from February 8 to September 22, 2013 due to changes in fair value of these instruments, and separately reflected the gain in the accompanying condensed consolidated statement of operations. As a result of the Merger and the transactions entered into in connection therewith, we have assumed the liabilities and obligations of Merger Subsidiary. Upon consummation of the acquisition, these interest rate swaps with an aggregate notional amount of $9.0 billion met the criteria for hedge accounting and were designated as hedges of future interest payments.

Other expense, net, was $101 million for the nine months ended September 28, 2014, compared with $9 million for the Successor period from February 8 to September 22, 2013, and $183 million for the Predecessor period from December 24, 2012 to June 7, 2013, a decrease of $90 million. The decrease is primarily related to the costs for early extinguishment of debt ($129 million) related to the Merger and a $43 million charge in relation to the currency devaluation in Venezuela in the Predecessor period, partially offset by $85 million of currency losses in the nine months ended September 28, 2014, including $23 million realized in Venezuela (see Note 17), and a $15 million increase in net payments made on the cross currency swaps (see Note 16).

Tax expense was $125 million or 19.8% of pretax income for the nine months ended September 28, 2014, compared with a tax benefit of $187 million or 80.4% of pretax loss for the Successor period from February 8 to September 22, 2013, and tax expense of $160 million or 53.1% of pretax income for the Predecessor period from December 24, 2012 to June 7, 2013. The Predecessor period effective tax rate is higher than the current and Successor periods effective tax rates primarily due to significant repatriation

costs incurred as a result of distributions of foreign earnings during the Predecessor period. The prior year Successor period included a $107 million benefit related to the impact on deferred taxes of a 300 basis point statutory tax rate reduction in the United Kingdom which was enacted during July 2013. Both the Predecessor and prior year Successor periods included nondeductible transaction costs which increased the effective tax rate in comparison with the current period. The Company's effective tax rate in 2014 is lower than the federal statutory rate of 35% primarily due to lower tax rates on earnings in certain foreign jurisdictions and the effects of tax free interest.

The net income from continuing operations attributable to H. J. Heinz Corporation II was $494 million for the nine months ended September 28, 2014, compared with a net loss from continuing operations of $48 million for the Successor period from February 8 to September 22, 2013, and net income from continuing operations of $135 million for the Predecessor period from December 24, 2012 to June 7, 2013, an increase of $407 million.

Adjusted EBITDA was $2.03 billion for the nine months ended September 28, 2014, compared with $581 million for the Successor period from February 8 to September 22, 2013, and $946 million for the Predecessor period from December 24, 2012 to June 7, 2013, an increase of $500 million, or 32.7%, primarily reflecting the reduction in cost of products sold and SG&A due to efficiencies driven by restructuring and productivity initiatives.

OPERATING RESULTS BY BUSINESS SEGMENT

North America

Sales for the North America segment were $3.12 billion for the nine months ended September 28, 2014, compared with $1.22 billion for the Successor period from February 8 to September 22, 2013, and $2.09 billion for the Predecessor period from December 24, 2012 to June 7, 2013, a decrease of $196 million, or 5.9%, period over period. Volume was down 5.1% primarily due to frozen meals and snacks category softness and share losses in our frozen potatoes, meals and snacks businesses in U.S. Consumer Products. Higher net price of 0.2% reflects reduced trade promotions in U.S. Foodservice and Canada, offset by an increase in such activities in U.S. Consumer Products. Unfavorable Canadian exchange rates decreased sales 1.0%.

Gross profit was $1.25 billion for the nine months ended September 28, 2014, compared with $274 million for the Successor period from February 8 to September 22, 2013, and $800 million for the Predecessor period from December 24, 2012 to June 7, 2013, an increase of $180 million, or 16.7%, period over period, and gross profit margin increased to 40.1% from 32.4%. These increases are primarily related to lower cost of products sold as a result of various restructuring and productivity initiatives and the purchase accounting step up in inventory value of $174 million recorded in the Successor period February 8 to September 22, 2013, partially offset by lower volumes noted above and higher cost of products sold associated with the amortization of the purchase accounting adjustments relative to customer related assets. Adjusted EBITDA was $937 million for the nine months ended September 28, 2014, compared with $295 million for the Successor period from February 8 to September 22, 2013, and $517 million for the Predecessor period from December 24, 2012 to June 7, 2013, an increase of $125 million, or 15.5%, reflecting increase in gross profit noted above and lower SG&A primarily related to reduced costs related to workforce reductions and lower marketing spend.

Europe

Sales for Heinz Europe were $2.22 billion for the nine months ended September 28, 2014, compared with $815 million for the Successor period from February 8 to September 22, 2013, and $1.37 billion for the Predecessor period from December 24, 2012 to June 7, 2013, an increase of $44 million, or 2.0%, period over period. Volume was down 2.0% due primarily to soft soup and frozen meals category sales in the U.K., infant food in Italy, and, to a lesser extent, increased competition in the Benelux countries and Eastern Europe, partially offset by strong market performance in Sweden. Net pricing decreased 0.4% due to increased trade spend in the U.K. and Italy to counteract category softness partially offset by higher pricing in the Benelux countries and Eastern Europe. Favorable exchange rates increased sales 5.1%. The divestiture of a small soup business in Germany decreased sales 0.7%.

Gross profit was $946 million for the nine months ended September 28, 2014, compared with $200 million for the Successor period from February 8 to September 22, 2013, and $519 million for the Predecessor period from December 24, 2012 to June 7,

2013, an increase of $228 million, or 31.7%, period over period, while the gross profit margin increased to 42.5% from 32.9%. These increases are primarily related to lower cost of products sold as a result of various restructuring and productivity initiatives and the purchase accounting step up in inventory value of $106 million recorded in the Successor period February 8 to September 22, 2013, partially offset by higher cost of products sold associated with the amortization of the purchase accounting adjustments relative to customer related assets and lower volume. Adjusted EBITDA was $657 million for the nine months ended September 28, 2014, compared with $170 million for the Successor period from February 8 to September 22, 2013, and $292 million for the Predecessor period from December 24, 2012 to June 7, 2013, an increase of $195 million, or 42.2%, reflecting the increase in gross profit and lower SG&A primarily related to productivity initiatives.

Asia/Pacific

Heinz Asia/Pacific sales were $1.55 billion for the nine months ended September 28, 2014, compared with $653 million for the Successor period from February 8 to September 22, 2013, and $1.02 billion for the Predecessor period from December 24, 2012 to June 7, 2013, a decrease of $125 million, or 7.5%, period over period. Volume decreased 3.3% primarily as a result of chilled beverage product rationalization and reduced promotional activity in the tuna and seafood category in Australia, and softness in Indonesian cordials sales following the transition to a new distributor network. Pricing increased 1.9%, due to increased pricing in Indonesia and China, partially offset by increased promotional activity in New Zealand. Unfavorable foreign exchange rates primarily in Australia and Indonesia, decreased sales by 6.1%.

Gross profit was $488 million for the nine months ended September 28, 2014, compared with $118 million for the Successor period from February 8 to September 22, 2013, and $328 million for the Predecessor period from December 24, 2012 to June 7, 2013, an increase of $41 million, or 9.2%, period over period, while the gross profit margin increased to 31.5% from 26.6%. These increases are primarily related to lower cost of products sold as a result of the various restructuring and productivity initiatives undertaken in the prior year and the purchase accounting step up in inventory value of $90 million recorded in the Successor period February 8 to September 22, 2013, partially offset by higher cost of products sold associated with the amortization of the purchase accounting adjustments relative to customer related assets. Adjusted EBITDA was $258 million for the nine months ended September 28, 2014, compared with $84 million for the Successor period from February 8 to September 22, 2013, and $137 million for the Predecessor period from December 24, 2012 to June 7, 2013, an increase of $36 million, or 16.4%, due to the increase in gross profit and lower SG&A primarily related to restructuring and productivity initiatives.

Latin America

Sales for the Latin America segment were $665 million for the nine months ended September 28, 2014, compared with $251 million for the Successor period from February 8 to September 22, 2013, and $390 million for the Predecessor period from December 24, 2012 to June 7, 2013, an increase of $24 million, or 3.8%, period over period. Volume decreased 8.4% as product shortages in Venezuela, driven by raw material and packaging supply constraints, were partially offset by increased ketchup volume and market expansion in Mexico. Pricing increased sales 16.7% primarily in Venezuela. Unfavorable foreign exchange rates primarily in Brazil decreased sales by 4.5%.

Gross profit was $247 million for the nine months ended September 28, 2014, compared with $71 million for the Successor period from February 8 to September 22, 2013, and $122 million for the Predecessor period from December 24, 2012 to June 7, 2013, an increase of $54 million, or 27.7%, period over period, and gross profit margin increased to 37.2% from 30.2%. These increases are primarily related to lower cost of products sold as a result of the various restructuring and productivity initiatives undertaken in the prior year and the purchase accounting step up in inventory value of $8 million recorded in the Successor period February 8 to September 22, 2013, partially offset by higher cost of products sold associated with the amortization of the purchase accounting adjustments relative to customer related assets. Adjusted EBITDA was $132 million for the nine months ended September 28, 2014, compared with $35 million for the Successor period from February 8 to September 22, 2013, and $38 million for the Predecessor period from December 24, 2012 to June 7, 2013, an increase of $59 million, or 80.7%, reflecting the increase in gross profit and lower SG&A resulting from restructuring and productivity initiatives, primarily in Venezuela.

RIMEA

Sales for RIMEA were $565 million for the nine months ended September 28, 2014, compared with $208 million for the Successor period from February 8 to September 22, 2013, and $335 million for the Predecessor period from December 24, 2012 to June 7, 2013, an increase of $22 million, or 4.0%, period over period. Volume increased 8.2% led by growth in Russia and our Africa, Middle East and Turkey region. Pricing increased sales by 4.4%, largely due to increasing commodity prices in India and price increases on ketchup in the Middle East. Unfavorable foreign exchange rates decreased sales 8.6%.

Gross profit was $215 million for the nine months ended September 28, 2014, compared with $67 million for the Successor period from February 8 to September 22, 2013, and $123 million for the Predecessor period from December 24, 2012 to June 7, 2013, an increase of $25 million, or 13.0%, period over period, and gross profit margin increased to 38.2% from 35.1%. These increases are primarily related to lower cost of products sold as a result of the various restructuring and productivity initiatives undertaken in the prior year and the purchase accounting step up in inventory value of $5 million recorded in the Successor period February 8 to September 22, 2013, partially offset by higher cost of products sold associated with the amortization of the purchase accounting adjustments relative to customer related assets. Adjusted EBITDA was $103 million for the nine months ended September 28, 2014, compared with $27 million for the Successor period from February 8 to September 22, 2013, and $48 million for the Predecessor period from December 24, 2012 to June 7, 2013, an increase of $27 million, or 36.3%, primarily reflecting lower SG&A costs in Russia and India.

Liquidity and Financial Position

InCash ~~connection~~used ~~with~~for operating activities was $83 million for the ~~Merger~~three months ended March 29, ~~the~~2015, compared to cash ~~consideration~~provided ~~was~~by ~~funded~~operating ~~from~~activities ~~equity~~of ~~contributions~~$301 ~~from~~million for the ~~Sponsors~~prior ~~and~~year. The decline reflects an increase in cash oftaxes paid. Cash taxes paid in the ~~Company,~~current asperiod ~~well~~were asunfavorable ~~proceeds~~primarily ~~received~~due byto ~~Merger~~a ~~Subsidiary~~$175 million federal extension payment made in ~~connection~~March ~~with~~2015 for the ~~following~~2014 ~~debt~~U.S. ~~financing~~tax ~~pursuant~~return. No U.S. federal extension payment was made during 2014 due to tax losses in 2013. Further, the ~~Senior~~decline ~~Credit~~reflects unfavorable ~~Facilities~~movements in receivables, inventories and accounts payable, partially offset by an improvement in accrued liabilities and reduced pension funding. Cash used in the ~~Exchange~~current ~~Notes:~~year in relation to productivity and restructuring initiatives totaled $36 million as compared with $102 million in the prior year.

•Cash ~~$9.5~~used ~~billion~~for ininvesting ~~senior~~activities ~~secured~~totaled ~~term~~$49 ~~loans,~~million ~~with~~for ~~tranches~~the ofthree 6months ~~and~~ended ~~7 year maturities and fluctuating interest rates based on~~March 29, ~~at the Company's election~~2015, ~~base~~compared ~~rate~~to or$43 ~~LIBOR~~million ~~plus~~for ~~a spread on each of~~ the ~~tranches,~~prior ~~with respective spreads ranging from 125-150 basis points for base rate loans with a 2% base rate floor and 225-250 basis points for LIBOR loans with a 1% LIBOR floor~~year. ~~Prior~~The toincrease ~~the~~is ~~Merger,~~due ~~Merger Subsidiary entered into interest rate swaps~~ to ~~mitigate~~reduced ~~exposure~~proceeds tofrom ~~the~~disposals ~~variable~~of ~~interest rates on these term loans and as a result~~property, ~~the~~plant ~~rate on future interest payments beginning in January 2015~~ and ~~extending~~equipment ~~through~~partially ~~July~~offset ~~2020~~by ~~have~~reduced ~~been~~capital ~~fixed at an average fixed rate of 2~~expenditures.~~1%,~~

•Cash ~~$2.0~~used ~~billion~~for ~~senior~~financing ~~secured~~activities ~~revolving~~totaled ~~credit~~$214 ~~facility~~million ~~with~~for athe 5three ~~year~~months ~~maturity~~ended ~~and~~March 29, a2015, ~~fluctuating~~compared ~~interest~~to ~~rate~~$217 ~~based~~million ~~on,~~in at the ~~Company's~~prior ~~election,~~year ~~base~~as ~~rate~~proceeds orfrom ~~LIBOR,~~the ~~with~~issuance ~~respective~~of ~~spreads~~the ~~ranging~~4.875% ~~from~~Second ~~50-100~~Lien ~~basis~~Senior ~~points~~Secured ~~for~~Notes ~~base~~due ~~rate~~2025, ~~loans~~net ~~and~~of ~~150-200~~associated ~~basis~~issuance ~~points~~costs, ~~for~~was ~~LIBOR~~largely ~~loans,~~offset onby ~~which~~the ~~nothing~~repayment isof ~~currently,~~the orB-1 ~~has~~Loans ~~been,~~and ~~drawn,~~B-2 ~~and~~Loans.

•At March 29, 2015, the Company had total debt of $313.16 billion and cash and cash equivalents of 4$1.~~25%~~90 ~~Exchange Notes~~billion.

~~Cash~~At ~~provided~~March by29, ~~operating~~2015, ~~activities~~approximately ~~was~~ $1.36 billion ~~for~~of ~~the~~cash ~~nine~~and ~~months~~short-term ~~ended~~investments ~~September 28,~~were ~~2014,~~held ~~compared~~by tointernational ~~cash~~subsidiaries. ~~used~~A ~~for~~portion ~~operating~~of ~~activities~~the ofundistributed ~~$192~~earnings ~~million~~of ~~for~~certain of the ~~Successor~~subsidiaries ~~period~~is ~~February~~not 8considered to ~~June~~be ~~23,~~permanently ~~2013~~reinvested ~~and~~for ~~cash~~which ~~provided~~deferred bytaxes ~~operating activities~~ of $~~668~~39 million ~~for~~have been provided. Additionally, the ~~Predecessor~~Company ~~period~~has ~~December~~certain ~~24,~~amounts ~~2012~~of topreviously ~~June~~taxed 7,earnings ~~2013.~~which ~~The~~have ~~increase~~not ~~primarily~~yet ~~reflects~~been ~~operating~~remitted. As ~~losses~~a inresult, the ~~transition~~Company ~~period~~can ~~resulting~~repatriate ~~from~~approximately ~~merger~~$1.6 ~~and~~billion ~~restructuring~~of ~~related~~cash ~~costs~~to ~~and~~the ~~charges~~U.S. ~~incurred~~without onincurring ~~the~~any ~~early~~additional ~~extinguishment~~material oftax ~~debt~~expense. For asthose ~~well~~undistributed asearnings aconsidered ~~reduction~~to inbe ~~cash~~permanently ~~taxes~~reinvested, ~~paid~~our ~~during~~intent ~~2014.~~is Into ~~addition~~reinvest ~~favorable~~these ~~movements~~funds in ~~accounts~~our ~~receivable~~international operations and ~~accounts~~our ~~payable~~current ~~along~~plans ~~with~~do ~~reduced~~not ~~pension~~demonstrate ~~contributions~~a ~~were~~need ~~partially~~to ~~offset~~repatriate bythe ~~unfavorable~~accumulated ~~movements~~earnings into ~~inventory~~fund ~~and~~our ~~accrued~~U.S. ~~liabilities~~cash requirements. If ~~Cash~~we ~~used~~decide inat a later date to repatriate these funds to the ~~current~~U.S., ~~year~~the inCompany ~~relation~~would be required to ~~productivity~~provide ~~and~~taxes ~~restructuring~~on ~~initiatives~~these ~~totaled~~amounts ~~$180~~based ~~million~~on the applicable U.S. tax rates net of credits for foreign taxes already paid.

~~Cash~~Berkshire ~~used~~Hathaway ~~for~~has ~~investing~~an ~~activities totaled~~ $~~209~~8.0 ~~million~~billion ~~for~~preferred ~~the~~stock ~~nine~~investment ~~months~~in ~~ended~~Parent ~~September 28,~~which ~~2014,~~entitles ~~compared~~it to ~~$21~~a 9.60% ~~billion~~annual ~~for~~dividend ~~the~~to ~~Successor~~be ~~period~~paid ~~February~~quarterly 8in -cash ~~September~~or ~~22,~~in-kind. The ~~2013,~~Company ~~which~~made ~~included~~a ~~the~~single ~~merger~~distribution ~~consideration, net~~ of ~~cash~~$180 onmillion ~~hand,~~in ofcash ~~$21.5~~to ~~billion,~~Hawk ~~and~~Acquisition ~~$258~~Intermediate ~~million~~Corporation ~~for~~I (the ~~Predecessor~~immediate ~~period~~parent ~~December~~of ~~24,~~Holdings) ~~2012~~during -the ~~June~~three 7,months ~~2013.~~ended ~~Other~~March 29, ~~than the merger consideration~~2015, ~~the~~and ~~decline~~expects isto ~~due~~continue to ~~reduced~~make ~~capital~~quarterly ~~expenditures~~cash ~~and~~distributions ~~increased~~to ~~proceeds~~fund ~~from~~this ~~disposals of property, plant and equipment~~dividend.

Cash used for financing activities totaled $611 million for the nine months ended September 28, 2014, compared to cash provided by financing activities of $24.3 billion for the Successor period February 8 - September 22, 2013 and cash used for financing activities of $481 million in the Predecessor period December 24, 2012 - June 7, 2013. The merger was funded by equity contributions from the Sponsors totaling $16.5 billion as well as proceeds of approximately $11.5 billion under Senior Credit Facilities (of which $9.5 billion was drawn at the close of the transaction), and $3.1 billion upon the issuance of the Exchange Notes. The Company used such proceeds, which was partially offset by $321 million of debt issuance costs, to repay $4.2 billion of the Predecessor's outstanding short and long term debt and associated hedge contracts, as well as decreases in net proceeds on commercial paper and short term debt in the prior year.

Berkshire Hathaway has an $8.0 billion preferred stock investment in Parent which requires a 9.0% annual dividend to be paid quarterly in cash or in-kind. The Company made distributions totaling $540 million in cash to Hawk Acquisition Intermediate Corporation I (the immediate parent of Holdings) during the nine months ended September 28, 2014, and expects to continue to make quarterly cash distributions to fund this dividend.

The effect of exchange rate changes on cash and cash equivalents was unfavorable by $117 million during the nine months ended September 28, 2014 due to adverse exchange rate movements primarily in the pound sterling and euro, both in relation to the USD.

At September 28, 2014, the Company had total debt of $14.6 billion and cash and cash equivalents of $2.9 billion. The Senior Credit Facilities contain certain customary representations and warranties, affirmative covenants and events of default. As of September 28, 2014, the Company is in compliance with these credit facility covenants.

Prior to the Merger, our intent was to reinvest the accumulated earnings of our foreign subsidiaries in our international operations, except where remittance could be made tax free in certain situations, and our plans did not demonstrate a need to repatriate them to fund our U.S. cash requirements. Accordingly, a liability for the related deferred income taxes was not reflected in the Company's financial statements. While we continue to expect to reinvest a substantial portion of the future earnings of our foreign subsidiaries in our international operations, as of the Merger date we determined that a portion of our accumulated unremitted foreign earnings were likely to be needed to meet U.S. cash needs. For the portion of unremitted foreign earnings determined not to be permanently reinvested as of September 28, 2014, a deferred tax liability of approximately $131 million is currently recorded. The Company currently anticipates repatriating a substantial portion of the accumulated unremitted earnings which are no longer permanently reinvested during 2014 resulting in the utilization of the majority of its foreign tax credit carryforwards. The Company’s 2013 and 2014 repatriation plans have provided access to international cash which is expected to meet the U.S. cash requirements for the foreseeable future.

The Company will continue to monitor the credit markets to determine the appropriate mix of long-term debt and short-term debt going forward. The Company believes that its operating cash flow, existing cash balances, together with the credit facilities and other available capital market financing, will be adequate to meet the Company's cash requirements for operations, including capital spending, debt maturities and interest payments. While the Company is confident that its needs can be financed, there can be no assurance that increased volatility and disruption in the global capital and credit markets will not impair its ability to access these markets on commercially acceptable terms.

Venezuela- Foreign Currency and Inflation

We apply highly inflationary accounting to our business in Venezuela. Under highly inflationary accounting, the financial statements of our Venezuelan subsidiary are remeasured into our reporting currency (U.S. dollars), based on the exchange rate at which we expect to remit dividends in U.S. dollars, (which we currently determine to be the official exchange rate of 6.30 BsF/US$). Exchange gains and losses from the remeasurement of monetary assets and liabilities are reflected in current earnings, rather than accumulated other comprehensive loss on the balance sheet, until such time as the economy is no longer considered highly inflationary. The impact of applying highly inflationary accounting for Venezuela on our consolidated financial statements is therefore dependent upon movements in the official exchange rate between the Venezuelan bolivar fuerte and the U.S. dollar. 38

OnThe ~~February~~Company 8,has ~~2013~~a subsidiary in Venezuela that manufactures and sells a variety of products, primarily in the ~~Venezuelan~~ketchup, ~~government~~condiments ~~announced~~and sauces and infant feeding categories. The Company applies highly inflationary accounting to its business in Venezuela. Under highly inflationary accounting, the ~~devaluation~~financial statements of ~~its~~our ~~currency~~Venezuelan ~~relative~~subsidiary toare remeasured into the Company's reporting currency (U.S. ~~dollar~~dollars), ~~changing~~based on the legally available exchange rate at which we expect to settle the underlying transaction (which we currently determine to be the official exchange rate ~~from~~of 4BsF6.30 toper 6U.30S. As adollar). ~~result,~~Exchange ~~the~~gains ~~Company~~and ~~recorded~~losses afrom ~~$43~~the ~~million~~remeasurement ~~pre-tax~~of ~~currency~~monetary ~~translation~~assets ~~loss,~~and ~~which~~liabilities ~~was~~are reflected ~~within~~in ~~other~~current ~~expense~~earnings, ~~net,~~rather than accumulated other comprehensive loss on the ~~condensed~~balance ~~consolidated~~sheet, ~~statement~~until such time as the economy is no longer considered highly inflationary. Certain non-monetary assets and liabilities are recorded at the applicable historical exchange rates. The impact of ~~operations~~applying highly inflationary accounting for Venezuela on our consolidated financial statements is dependent upon movements in the ~~first~~official ~~quarter~~exchange ofrate ~~2013~~between the Venezuelan bolivar fuerte and the U.S. dollar.

In March 2013, the Venezuelan government announced the creation of a new foreign exchange mechanism called the Complimentary System of Foreign Currency Acquirement (or SICAD, ~~which stands for Sistema Complimentario de Administración de Divisas~~I). It operates similar to an auction system and allows entities in specific sectors to bid for U.S. ~~dollar~~dollars to be used for specified import transactions. In January 2014, the government in Venezuela announced certain changes to the regulations governing the currency exchange market. The current official exchange rate ~~remains~~is the rate available through the government-operated National Center of Foreign Commerce (CENCOEX) and is applicable to import activities related to certain necessities, including food products. The Company was not invited and did not participate in the SICAD mechanism published rate of BsF12 per U.S. dollar during the first quarters ended March 29, 2015 and March 30, 2014, and has no intent to participate in this mechanism for the foreseeable future.

In February 2014, the Venezuelan government established a new foreign exchange market mechanism (SICAD II), which became effective on March 24, 2014 and ~~may~~was be the market through which U.S. dollars ~~will~~were to be obtained for the remittance of dividends. This market ~~has~~had significantly higher foreign exchange rates than those available through the other foreign exchange mechanisms~~. Between March 24~~, ~~2014~~with ~~and September 28, 2014 the~~ published weighted average daily exchange ~~rate~~rates ~~was~~of ~~between~~approximately ~~49.02~~BsF50 ~~bolivars~~ per ~~USD and 51~~U.86S. ~~bolivars per USD~~dollar. The Company ~~has~~did ~~had~~not ~~limited~~participate ~~access~~in to the SICAD II ~~market~~ mechanism ~~and~~during ~~has~~the ~~converted~~first ~~164~~quarters ~~million~~ended ~~bolivars~~March 29, ~~into~~2015 $3and ~~million USD~~March 30, ~~recognizing~~2014. In aFebruary ~~transactional~~2015, ~~currency~~the ~~loss~~SICAD ofI ~~$2 million~~ and ~~$23~~SICAD ~~million~~II ~~for~~foreign ~~the~~currency ~~three~~exchange ~~and~~systems ~~nine~~were ~~months~~merged. ~~ended~~The ~~September 28,~~published ~~2014,~~exchange ~~respectively,~~rate ~~which~~for ~~has~~the ~~been~~combined ~~recorded~~SICAD inmechanism ~~other~~continues ~~expense,~~to ~~net,~~be inapproximately ~~the~~BsF12 ~~condensed~~per ~~consolidated~~U.S. ~~statements of operations~~

Filing Compare · H. J. Heinz Corp II