Heinz Believes Trian Misled Shareholders at ISS Forum on July 31

The H.J. Heinz Company (NYSE:HNZ) today detailed atleast ten inaccurate statements made by Trian at the ISS forum on July31, 2006, as they seek a controlling position on the Heinz Board.
1) Trian States...
"We want to invest in good companies where management hasn't gotten
it right on the income statement."

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SAFE HARBOR PROVISIONS FOR FORWARD-LOOKING STATEMENTS:

This press release contains forward-looking statements within themeaning of the "safe harbor" provisions of the Private SecuritiesLitigation Reform Act of 1995. Forward-looking statements aregenerally identified by the words "will," "expects," "anticipates,""believes," "estimates" or similar expressions and include ourexpectations as to future revenue growth, earnings, capitalexpenditures and other spending, as well as anticipated reductions inspending. These forward-looking statements reflect management's viewof future events and financial performance. These statements aresubject to risks, uncertainties, assumptions and other importantfactors, many of which may be beyond Heinz's control, and could causeactual results to differ materially from those expressed or implied inthese forward-looking statements. Factors that could cause actualresults to differ from such statements include, but are not limitedto:

-- sales, earnings, and volume growth,

-- general economic, political, and industry conditions,

-- competitive conditions, which affect, among other things, customer preferences and the pricing of products, production, energy and raw material costs,

-- the ability to identify and anticipate and respond through innovation to consumer trends,

-- the need for product recalls,

-- the ability to maintain favorable supplier relationships,

-- currency valuations and interest rate fluctuations,

-- change in credit ratings,

-- the ability to identify and complete and the timing, pricing and success of acquisitions, joint ventures, divestitures and other strategic initiatives,

-- approval of acquisitions and divestitures by competition authorities, and satisfaction of other legal requirements,

-- the ability to successfully complete cost reduction programs,

-- the results of shareholder proposals,

-- the ability to limit disruptions to the business resulting from the emphasis on three core categories and potential divestitures,

-- the ability to effectively integrate acquired businesses, new product and packaging innovations,

-- product mix,

-- the effectiveness of advertising, marketing, and promotional programs,

-- the ability to maintain sales growth while reducing spending on advertising, marketing and promotional programs,

-- supply chain efficiency,

-- cash flow initiatives,

-- risks inherent in litigation, including tax litigation, and international operations, particularly the performance of business in hyperinflationary environments,

-- changes in estimates in critical accounting judgments and other laws and regulations, including tax laws,

-- the success of tax planning strategies,

-- the possibility of increased pension expense and contributions and other people-related costs,

-- the possibility of an impairment in Heinz's investments, and

-- other factors described in "Risk Factors" and "Cautionary Statement Relevant to Forward-Looking Information" in the Company's Form 10-K for the fiscal year ended May 3, 2006.

The Company undertakes no obligation to publicly update or reviseany forward-looking statements, whether as a result of newinformation, future events or otherwise, except as required by thesecurities laws.

On July 10, 2006, Heinz began the process of mailing itsdefinitive proxy statement, together with a WHITE proxy card.Shareholders are strongly advised to read Heinz's proxy statement asit contains important information. Shareholders may obtain anadditional copy of Heinz's definitive proxy statement and any otherdocuments filed by Heinz with the Securities and Exchange Commissionfor free at the Internet Web site maintained by the Securities andExchange Commission at www.sec.gov. Copies of the definitive proxystatement are available for free at Heinz's Internet Web site atwww.heinz.com or by writing to H.J. Heinz Company, World Headquarters,600 Grant Street, Pittsburgh, Pennsylvania 15219. In addition, copiesof Heinz's proxy materials may be requested by contacting our proxysolicitor, MacKenzie Partners, Inc. at (800) 322-2885 toll-free or byemail at proxy@mackenziepartners.com. Detailed information regardingthe names, affiliations and interests of individuals who areparticipants in the solicitation of proxies of Heinz's shareholders isavailable in Heinz's Schedule 14A filed with the Securities andExchange Commission on July 18, 2006.

ABOUT HEINZ: H.J. Heinz Company, offering "Good Food, EveryDay(TM)," is one of the world's leading marketers and producers ofbranded foods in ketchup and condiments; meals & snacks; and infantfoods. Heinz delights consumers in every outlet, from supermarkets torestaurants to convenience stores and kiosks. Heinz is a global familyof leading brands, including Heinz(R) Ketchup, sauces, soups, beans,pasta and infant foods (representing nearly one-third of total salesor close to $3 billion), HP(R) and Lea & Perrins(R), Ore-Ida(R) frenchfries and roasted potatoes, Boston Market(R) and Smart Ones(R) meals,and Plasmon(R) baby food. Heinz has leading brands in six coredeveloped geographies and five developing geographies. Information onHeinz is available at www.heinz.com/news.