Obligation Kraft Heinz 1.5% ( US423074AN32 ) en USD

Kraft Heinz

100 % ⇌

Etas-Unis

US423074AN32 ( en USD )

1.5% par an ( paiement semestriel )

01/03/2017 - Obligation échue

Prospectus brochure de l'obligation Kraft Heinz Foods US423074AN32 en USD 1.5%, échue

2 000 USD

300 000 000 USD

423074AN3

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

Kraft Heinz est une entreprise multinationale agroalimentaire produisant et commercialisant une large gamme de produits alimentaires de marque, dont des sauces, des fromages, des condiments et des conserves, à travers le monde.

L'Obligation émise par Kraft Heinz ( Etas-Unis ) , en USD, avec le code ISIN US423074AN32, paye un coupon de 1.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/03/2017

L'Obligation émise par Kraft Heinz ( Etas-Unis ) , en USD, avec le code ISIN US423074AN32, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Kraft Heinz ( Etas-Unis ) , en USD, avec le code ISIN US423074AN32, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2
http://www.sec.gov/Archives/edgar/data/46640/000119312512090051/d...
424B2 1 d306784d424b2.htm 424B2
Table of Contents
As filed Pursuant to Rule 424(b)(2)
Registration No. 333-176707
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price
Registration Fee(1)
Notes due 2017

$ 300,000,000

$ 34,380
Notes due 2022

300,000,000

34,380

(1) Calculated in accordance with Rule 457(r).
1 of 46
3/1/2012 8:38 AM

424B2
http://www.sec.gov/Archives/edgar/data/46640/000119312512090051/d...
Table of Contents
Prospectus supplement
(To prospectus dated September 7, 2011)
$300,000,000 1.500% Notes due 2017
Issue price: 99.847%
$300,000,000 2.850% Notes due 2022
Issue price: 99.836%
Interest payable on March 1 and September 1.
Each of the 1.500% Notes due 2017 (the "2017 Notes") and the 2.850% Notes due 2022 (the "2022 Notes," and
together with the 2017 Notes, the "Notes") are an issue of the debt securities described in the accompanying
prospectus. Interest on the Notes of each series is payable on March 1 and September 1 of each year commencing on
September 1, 2012. The 2017 Notes mature on March 1, 2017, and the 2022 Notes mature on March 1, 2022. We may
redeem some or all of the Notes at any time and from time to time at the "make whole" redemption price described
under the headings "Description of Notes--Optional redemption of the 2017 Notes" and "Description of Notes--Optional
redemption of the 2022 Notes."
Investing in the Notes involves certain risks. See "Risk factors" on page S-6.
The Notes wil be our general unsecured obligations and wil rank equal y in right of payment with al of our other existing
and future unsecured and unsubordinated debt.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities, or determined if this prospectus supplement or the accompanying prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.

Underwriting
Proceeds, Before

Price to
Discounts and
Expenses, to

Public
Commissions
Company
Per 2017 Note

99.847%

0.600%

99.247%

Per 2022 Note

99.836%

0.650%

99.186%

Total

$599,049,000
$3,750,000
$ 595,299,000
The Notes wil not be listed on any securities exchange. Currently, there is no public market for the Notes.
We expect that delivery of the Notes wil be made to investors in book-entry form through the facilities of The Depository
Trust Company and its participants, including Clearstream Banking, société anonyme and Euroclear Bank S.A., N.V., on
or about March 2, 2012.
Joint Book-Running Managers

BofA Merrill Lynch

J.P. Morgan

UBS Investment Bank
Senior Co-Managers

Barclays Capital

Deutsche Bank Securities
HSBC

Mitsubishi UFJ Securities
Wells Fargo Securities

Co-Managers

Banca IMI

BNP PARIBAS
2 of 46
3/1/2012 8:38 AM

424B2
http://www.sec.gov/Archives/edgar/data/46640/000119312512090051/d...
Morgan Stanley

nabSecurities, LLC
PNC Capital Markets LLC

Rabo Securities
RBS

Santander
Standard Chartered Bank

SunTrust Robinson Humphrey
February 28, 2012
3 of 46
3/1/2012 8:38 AM

424B2
http://www.sec.gov/Archives/edgar/data/46640/000119312512090051/d...
Table of Contents
We have not, and the underwriters have not, authorized anyone to provide any information other than that contained in
this prospectus supplement or the accompanying prospectus or incorporated by reference in this prospectus supplement
and the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have
referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of,
any other information that others may give you. You should not assume that the information contained or incorporated by
reference in this prospectus supplement is accurate as of any date other than the date on the front cover of this
prospectus supplement or that the information contained or incorporated by reference in the accompanying prospectus is
accurate as of any date other than the date on the front cover of such document. We and the underwriters are offering
to sel the Notes only in places where offers and sales are permitted. The terms "Heinz," "the Company," "we," "us" and
"our" refer to H. J. Heinz Company and its subsidiaries.
Page
Prospectus supplement

About this prospectus supplement
S-1

Prospectus supplement summary
S-2

The offering
S-3

Risk factors
S-6

Use of proceeds
S-7

Capitalization
S-8

Description of Notes
S-9

Material U.S. federal income tax consequences
S-16
Pennsylvania tax considerations
S-19
Underwriting
S-20
Validity of the Notes
S-23
Prospectus

About This Prospectus
1

H. J. Heinz Company
1

Use of Proceeds
2

Ratio of Earnings to Fixed Charges
2

Description of Securities
2

Description of Debt Securities
3

Description of Warrants
9

Description of Purchase Contracts
9

Description of Units
9

Forms of Securities
10
Plan of Distribution
12
Where You Can Find More Information
14
Information Concerning Forward-Looking Statements
15
Validity of the Securities
16
Experts
16

S-i
4 of 46
3/1/2012 8:38 AM

424B2
http://www.sec.gov/Archives/edgar/data/46640/000119312512090051/d...
Table of Contents
This document has two parts. The first part consists of this prospectus supplement, which describes the specific terms
of this offering and the Notes offered. The second part, the accompanying prospectus, provides more general
information, some of which may not apply to this offering. If the description of the offering varies between this
prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus
supplement.
Before purchasing any Notes, you should careful y read both this prospectus supplement and the accompanying
prospectus, together with the additional information described under the heading "Where You Can Find More
Information" in the accompanying prospectus.

S-1
5 of 46
3/1/2012 8:38 AM

424B2
http://www.sec.gov/Archives/edgar/data/46640/000119312512090051/d...
Table of Contents
This summary highlights information contained or incorporated by reference in this prospectus supplement or the
accompanying prospectus. This summary does not contain all of the information that you should consider before
deciding to invest in the Notes. You should careful y read this entire prospectus supplement and the accompanying
prospectus, including the information incorporated by reference. See "Risk factors."
The Company
H. J. Heinz Company was incorporated in Pennsylvania on July 27, 1900. In 1905, it succeeded to the business of a
partnership operating under the same name which had developed from a food business founded in 1869 in
Sharpsburg, Pennsylvania by Henry J. Heinz. Heinz manufactures and markets an extensive line of food products
throughout the world. The Company's principal products include ketchup, condiments and sauces, frozen food,
soups, beans and pasta meals, infant nutrition and other food products.
The Company's products are manufactured and packaged to provide safe, wholesome foods for consumers, as wel
as foodservice and institutional customers. Many products are prepared from recipes developed in the Company's
research laboratories and experimental kitchens. Ingredients are careful y selected, inspected and passed on to
modern factory kitchens where they are processed, after which the intermediate product is fil ed automatical y into
containers of glass, metal, plastic, paper or fiberboard, which are then sealed. Products are prepared by
sterilization, blending, fermentation, pasteurization, homogenization, chil ing, freezing, pickling, drying, freeze drying,
baking or extruding, then labeled and cased for market. Quality assurance procedures are designed for each product
and process and applied for quality and compliance with applicable laws.
The Company manufactures (and contracts for the manufacture of) its products from a wide variety of raw food
materials. Pre-season contracts are made with farmers for certain raw materials such as a portion of the Company's
requirements of tomatoes, cucumbers, potatoes, onions and some other fruits and vegetables. Ingredients, such as
dairy products, meat, sugar and other sweeteners, including high fructose corn syrup, spices, flour and fruits and
vegetables are purchased from approved suppliers.
Heinz's principal executive offices are located at 1 PPG Place, Suite 3100, Pittsburgh, Pennsylvania 15222 and our
telephone number at that address is (412) 456-5700. We maintain a website at www.heinz.com. Information
contained in or accessed through our website does not constitute a part of this prospectus supplement or the
accompanying prospectus.

S-2
6 of 46
3/1/2012 8:38 AM

424B2
http://www.sec.gov/Archives/edgar/data/46640/000119312512090051/d...
Table of Contents

Issuer
H. J. Heinz Company

Securities
$300,000,000 aggregate principal amount of 1.500% notes due 2017.
$300,000,000 aggregate principal amount of 2.850% notes due 2022.

Maturity
March 1, 2017, in the case of the 2017 Notes.
March 1, 2022, in the case of the 2022 Notes.

Interest rate
1.500% per annum, in the case of the 2017 Notes.
2.850% per annum, in the case of the 2022 Notes.

Interest payment dates
Interest on the Notes of each series wil accrue from March 2, 2012 and
wil be payable on March 1 and September 1 of each year, beginning on
September 1, 2012.

Record dates
Interest on the Notes of each series wil be paid to holders of record at
the close of business on each February 15 and August 15 immediately
preceding each interest payment date.

Ranking
The Notes of each series wil be our general unsecured and
unsubordinated obligations and wil rank equal y in right of payment with
all of our other existing and future unsecured and unsubordinated debt.

No prior market
The Notes of each series are new securities and there is currently no
established trading market for the Notes. Although the underwriters have
informed us that they intend to make a market in the Notes, they are not
obligated to do so and they may discontinue market making activities at
any time without notice. Accordingly, we cannot assure you that a liquid
market for the Notes wil develop or be maintained.

Optional redemption of the 2017 Notes
We may redeem the 2017 Notes at our option at any time in whole or
from time to time in part, at a redemption price equal to the greater of:

· 100% of the principal amount of the 2017 Notes being redeemed; or

· the sum of the present values of the remaining scheduled payments of
principal and interest thereon (not including any portion of such
payments of interest accrued as of the date of redemption),

discounted to the date of redemption on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate (as defined herein), plus 10 basis points.

S-3
7 of 46
3/1/2012 8:38 AM

424B2
http://www.sec.gov/Archives/edgar/data/46640/000119312512090051/d...
Table of Contents
We wil also pay the accrued and unpaid interest on the Notes to the

redemption date. See "Description of Notes--Optional redemption of the
2017 Notes."

Optional redemption of the 2022 Notes
We may redeem the 2022 Notes at our option on any date that is prior
to the date that is three months prior to the maturity date, at any time in
whole or from time to time in part, at a redemption price equal to the
greater of:

· 100% of the principal amount of the 2022 Notes being redeemed; or

· the sum of the present values of the remaining scheduled payments of
principal and interest thereon (not including any portion of such
payments of interest accrued as of the date of redemption),

discounted to the date of redemption on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate (as defined herein), plus 15 basis points.

We wil also pay the accrued and unpaid interest on the Notes to the
redemption date. We may redeem the Notes on or after the date that is
three months prior to the maturity date, at any time in whole or from
time to time in part, at a redemption price equal to 100% of the principal

amount of the 2022 Notes being redeemed on the redemption date plus,
in each case, accrued and unpaid interest on the Notes to the
redemption date. See "Description of Notes--Optional redemption of the
2022 Notes."

Offer to repurchase upon Change of
Upon the occurrence of a "Change of Control Triggering Event" (as
Control Triggering Event
defined herein), unless we have exercised our right to redeem the Notes
of the applicable series, we may be required to make an offer to each
holder of Notes of such series to repurchase al or any part (equal to
$2,000 and any integral multiples of $1,000 in excess thereof) of that
holder's Notes of such series at a price in cash equal to 101% of the
principal amount, plus any accrued and unpaid interest to the date of
repurchase. See "Description of Notes--Offer to repurchase upon
Change of Control Triggering Event."

S-4
8 of 46
3/1/2012 8:38 AM

424B2
http://www.sec.gov/Archives/edgar/data/46640/000119312512090051/d...
Table of Contents
Covenants
The indenture pursuant to which the Notes wil be issued contains
covenants that limit our ability and the ability of our Restricted
Subsidiaries (as defined therein) to secure indebtedness with a security
interest on certain property or stock. See "Description of Debt Securities
--Restrictions on Secured Debt" in the accompanying prospectus.

Use of proceeds
We intend to use the net proceeds from the sale of the Notes for
general corporate purposes, including repayment of commercial paper.

Further issuances
We may from time to time, without notice to or the consent of the
holders of either series of the Notes, create and issue additional debt
securities having the same terms (except for the issue date, the public
offering price and the first interest payment date) and ranking equal y
and ratably with either series of the Notes, in al respects, as described
under "Description of the Notes--General terms of the Notes."

Denomination and form
We wil issue the Notes of each series in the form of one or more ful y
registered global notes registered in the name of the nominee of The
Depository Trust Company ("DTC"). Beneficial interests in the Notes wil
be represented through book-entry accounts of financial institutions
acting on behalf of beneficial owners as direct and indirect participants in
DTC. Clearstream Banking, société anonyme and Euroclear Bank, S.A./
N.V., as operator of the Euroclear System, wil hold interests on behalf
of their participants through their respective U.S. depositaries, which in
turn wil hold such interests in accounts as participants of DTC. Except in
the limited circumstances described in the accompanying prospectus,
owners of beneficial interests in the Notes wil not be entitled to have
Notes registered in their names, wil not receive or be entitled to receive
Notes in definitive form and wil not be considered holders of Notes
under the indenture. The Notes wil be issued only in denominations of
$2,000 and integral multiples of $1,000 in excess thereof.

Trustee
Union Bank, N.A. (f/k/a Union Bank of California, N.A.)

Governing law
New York

S-5
9 of 46
3/1/2012 8:38 AM

424B2
http://www.sec.gov/Archives/edgar/data/46640/000119312512090051/d...
Table of Contents
Investing in the Notes involves a high degree of risk. You should careful y consider al the information set forth in this
prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein before
deciding to invest in the Notes. In particular, we urge you to consider careful y the risk factors set forth under the
headings "Risk Factors" and "Cautionary Statement Relevant to Forward-Looking Information" in our annual report on
Form 10-K for the fiscal year ended April 27, 2011 and our quarterly report on Form 10-Q for the quarterly period ended
January 25, 2012 incorporated by reference herein.

S-6
10 of 46
3/1/2012 8:38 AM