Kraft Heinz (KHC) 10-K risk factor changes: FY2021 vs FY2020

The [removed: rapidly] [added: continuously] changing and uncertain COVID-19 pandemic, and government and consumer responses, could negatively impact our business and results of operations.

The [removed: continuing] [added: ongoing] spread of COVID-19 throughout the United States and [removed: internationally and] [added: internationally, as well as] measures implemented by governmental authorities [added: and private businesses] in an attempt to [removed: contain] [added: minimize transmission of] the virus, including social distancing [removed: restrictions,] [added: mandates,] shelter-in-place orders, [added: vaccine mandates,] and business [added: restrictions and] shutdowns, [added: and consumer responses] have [removed: had,] [added: had] and could continue to [removed: have,] [added: have] a negative impact on financial markets, economic conditions, and portions of our business.

Although certain portions of our business have benefited, the impact of, and associated [removed: government] [added: government, business,] and consumer responses to, COVID-19 could negatively impact our business and results of operations in a number of ways, which may be difficult to accurately estimate or forecast, including, but not limited to, the following:

- a change in demand resulting from restrictions on [added: or changes in] social interactions has affected, and could continue to affect, customers’ and consumers’ plans to purchase our products;

- a strain on our supply chain [removed: could result] [added: resulting] from increased consumer demand at our retail customers, such as grocery stores, club stores, and value stores;

- a change in our five-year operating plan, which could cause a change in the allocation of investments among our reporting units, our growth expectations, and our fair value estimates, each of which could result in an impairment in the carrying amount of goodwill or intangible assets; [added: and]

- an increase in working capital needs and/or an increase in trade receivables write-offs as a result of increased financial pressures on our suppliers or [removed: customers;][added: customers.]

[removed: Further,] [added: Additionally,] should any key employees become ill from COVID-19 and unable to work, the attention of the management team and resources could be diverted.

As a result, COVID-19 may also materially adversely affect our operating and financial results in a manner that is not currently known to us or that we do not currently consider to present [removed: significant] [added: material] risks to our operations.

These pressures have restricted and may in the future continue to restrict our ability to increase prices in response to commodity and other cost [removed: increases.][added: increases, including those related to inflationary pressures.]

The rapid emergence of new distribution channels, particularly e-commerce, may create consumer price deflation, affecting our retail customer relationships and presenting additional challenges to increasing prices in response to commodity or other cost [removed: increases.][added: increases, including those related to inflationary pressures.]

We may also need to increase or reallocate spending on marketing, retail trade incentives, materials, advertising, and new [removed: product] [added: product, platform,] or channel innovation to maintain or increase market share.

Moreover, adverse publicity about legal or regulatory action against us, our quality and safety, our environmental or social impacts, our products becoming unavailable to consumers, or our suppliers and, in some cases, our competitors, could damage our reputation and brand image, undermine our customers’ [added: or our consumers’] confidence, and reduce demand for our products, even if the regulatory or legal action is unfounded or not material to our operations.

[removed: Furthermore, existing or increased legal or regulatory restrictions on our] advertising, consumer promotions, and marketing, or our response to those restrictions, could limit our efforts to maintain, extend, and expand our brands.

Our products must provide higher value and/or quality to our consumers than alternatives, particularly during periods of economic [removed: uncertainty.][added: uncertainty or inflation.]

Our future results will also depend on our ability to enhance our portfolio by adding innovative new products in faster-growing and more profitable categories [added: or platforms] and our ability to increase market share in our existing product [removed: categories.][added: categories or platforms.]

Our failure to drive revenue growth, limit market share decreases in our key product [removed: categories,] [added: categories] or [added: platforms, or] develop innovative products for new and existing categories [added: or platforms] could materially and adversely affect our product sales, financial condition, and operating results.

From time to time, we have evaluated and may continue to evaluate acquisition candidates, alliances, joint ventures, or other investments that may strategically fit our business objectives, [removed: and] [added: and, as a result of some of these evaluations,] we have [removed: divested and may consider divesting] [added: acquired] businesses [added: or assets] that [removed: do not meet our] [added: we deem to be a] strategic [removed: objectives or growth or profitability targets.][added: fit.]

We [added: have in the past and] may [added: in the future] be required to obtain approval of these transactions by competition authorities or to satisfy other legal requirements, and we may be unable to obtain such approvals or satisfy such requirements, each of which may result in additional costs, time delays, or our inability to complete such transactions.

To the extent we undertake acquisitions, alliances, joint ventures, investments, or other developments outside our [removed: core] [added: established] regions or in new categories, we may face additional risks related to such developments.

Consumer demands, behaviors, tastes, and purchasing trends may differ in these markets and, as a result, our sales [added: strategies] may not be successful [removed: or] [added: and our product sales may not] meet expectations, or the margins on those sales may be less than currently anticipated.

Approximately [removed: 27%] [added: 29%] of our [removed: 2020] [added: 2021] net sales were generated outside of the United States.

- [added: foreign currency devaluations or fluctuations in foreign currency values, including] risks arising from the significant and rapid fluctuations in foreign currency exchange markets and the decisions made and positions taken to hedge such volatility;

- design, implementation, and use of effective control environment processes across our [removed: diverse] [added: various] operations and employee base.

As of December [removed: 26, 2020,] [added: 25, 2021,] the Sponsors own approximately [removed: 44%] [added: 42%] of our common stock.

[removed: Three] [added: Two] of 11 members of our Board are partners and/or board members of 3G Capital and two members of our Board are officers and/or directors of Berkshire Hathaway and/or its affiliates.

As of December [removed: 26, 2020,] [added: 25, 2021,] we maintain [removed: 15] [added: 14] reporting units, nine of which comprise our goodwill balance.

Such events and circumstances could include a sustained decrease in our market capitalization, increased competition or unexpected loss of market share, increased input costs beyond [removed: projections (for example due to regulatory or industry changes),] [added: projections,] disposals of significant brands or components of our business, unexpected business disruptions (for example due to a natural disaster, pandemic, or loss of a customer, supplier, or other significant business relationship), unexpected significant declines in operating results, significant adverse changes in the markets in which we operate, [added: changes in income tax rates, changes in interest rates,] or changes in management strategy.

[removed: If current expectations of future growth rates and margins are not met, if market factors outside of our control, such as discount rates, income tax rates, foreign currency exchange rates, or any factors that could be] affected by COVID-19, change, or if management’s expectations or plans otherwise change, including updates to our long-term operating plans, then one or more of our reporting units or brands might become impaired in the future, which could negatively affect our operating results or net worth.

Additionally, any decisions to divest certain non-strategic assets [added: has led and] could [added: in the future] lead to [removed: the impairment of one or more of our reporting units] [added: goodwill] or [removed: brands in the future.][added: intangible asset impairments.]

As a result of our annual and interim impairment [removed: tests,] [added: tests and impairment tests related to assets held for sale,] we recognized goodwill impairment losses of [removed: $2.3 billion] [added: $318 million] and indefinite-lived intangible asset impairment losses of [removed: $1.1] [added: $1.3] billion in [removed: 2020,] [added: 2021,] goodwill impairment losses of [removed: $1.2] [added: $2.3] billion and indefinite-lived intangible asset impairment losses of [removed: $702 million] [added: $1.1 billion] in [removed: 2019,] [added: 2020,] and goodwill impairment losses of [removed: $7.0] [added: $1.2] billion and indefinite-lived intangible asset impairment losses of [removed: $8.9 billion] [added: $702 million] in [removed: 2018.][added: 2019.]

Accordingly, these and other reporting units and brands that have 20% or less excess fair value over carrying amount as of [removed: their] [added: the] latest [removed: 2020] [added: 2021] impairment testing date have a heightened risk of future impairments if any assumptions, estimates, or market factors change in the future.

Reporting units with [removed: 10%] [added: 20%] or less fair value over carrying amount had an aggregate goodwill carrying amount of [removed: $7.5] [added: $28.3] billion as of their latest [removed: 2020] [added: 2021] impairment testing date and included: [added: Enhancers, Specialty, and Away from Home (ESA), Kids, Snacks, and Beverages (KSB),] Meal Foundations and Coffee [removed: (“MFC”),] [added: (MFC),] Canada Retail, Canada Foodservice, and Puerto Rico.

Reporting units with between [removed: 10-20%] [added: 20-50%] fair value over carrying amount had an aggregate goodwill carrying amount of [removed: $12.5] [added: $2.2] billion as of their latest [removed: 2020] [added: 2021] impairment testing date and [removed: included: Kids, Snacks, and Beverages (“KSB”) and] [added: included] Northern [removed: Europe.][added: Europe and Asia.]

The [removed: Asia] [added: Continental Europe] reporting unit had a fair value over carrying amount in excess of 50% and a goodwill carrying amount of [removed: $326] [added: $961] million as of its latest [removed: 2020] [added: 2021] impairment testing date.

Brands with [removed: 10%] [added: 20%] or less fair value over carrying amount had an aggregate carrying amount after impairment of [removed: $21.8] [added: $21.3] billion as of their latest [removed: 2020] [added: 2021] impairment testing date and included: *Kraft*, *Oscar Mayer*, *Velveeta*, *Miracle Whip*, [removed: *Planters*, *Maxwell] [added: *Lunchables, Ore-Ida, Maxwell] House*, [removed: *Cool] [added: *Classico, Cool] Whip*, [removed: *Classico*, *ABC*,] [added: *Jet Puffed*,] *Plasmon*, and [removed: *Wattie’s* (each] [added: *Wattie’s.* The aggregate carrying amount] of [removed: these] brands [removed: had a] [added: with] fair value over carrying amount [added: between 20-50% was $6.5 billion as] of [removed: less than 1% due to impairments recorded in the current and recent prior years).][added: their latest 2021 impairment testing date.]

Although the remaining brands, with a carrying value of [removed: $9.3] [added: $11.8] billion, have more than 50% excess fair value over carrying amount as of their latest [removed: 2020] [added: 2021] impairment testing date, these amounts are also associated with the [removed: acquisition of H. J. Heinz Company by the Sponsors in] 2013 [added: Heinz Acquisition] and the 2015 Merger and are recorded on [removed: the] [added: our consolidated] balance sheet at their estimated acquisition date fair values.

We hold [removed: assets and] [added: assets,] incur liabilities, earn revenue, and pay expenses in a variety of currencies other than the U.S. dollar, primarily the [added: Canadian dollar,] British pound sterling, euro, Australian dollar, [removed: Canadian dollar,] [added: Chinese renminbi, Indonesian rupiah,] New Zealand dollar, Brazilian real, [removed: Indonesian rupiah, Chinese renminbi,] and [removed: Indian rupee.][added: Russian ruble.]

We purchase and use large quantities of commodities, including dairy products, meat products, coffee beans, [removed: nuts, tomatoes, potatoes,] soybean and vegetable oils, sugar and other sweeteners, [added: tomatoes, potatoes,] corn products, wheat products, [added: nuts,] cocoa products, cucumbers, onions, other fruits and vegetables, spices, and flour to manufacture our products.

In addition, we purchase and use significant quantities of resins, [added: fiberboard,] metals, cardboard, glass, [removed: plastic,] paper, [removed: fiberboard,] [added: plastic,] and other materials to package our products, and we use other inputs, such as [added: electricity,] natural gas, [removed: electricity,] and water, to operate our facilities.

Our business is subject to various risks and uncertainties.

In addition to the risks described elsewhere in this Annual Report on Form 10-K, any of the risks and uncertainties described below could materially adversely affect our business, financial condition, and results of operations and should be considered when evaluating Kraft Heinz.

Although the risks are organized and described separately, many of the risks are interrelated.

While we believe we have identified and discussed the material risks affecting our business below, there may be additional risks and uncertainties that are not presently known or that are not currently believed to be material that may adversely affect our business, performance, or financial condition in the future.

Moreover, weak economic conditions, recessions, inflation, or other factors, such as global or local pandemics and severe or unusual weather events, could affect consumer preferences and demand.

Furthermore, existing or increased legal or regulatory restrictions on our

Climate change and legal or regulatory responses may have a long-term adverse impact on our business and results of operations.

Global average temperatures are gradually increasing due to increased concentration of carbon dioxide and other greenhouse gases in the atmosphere, which may contribute to significant changes in weather patterns around the globe and an increase in the frequency and severity of natural disasters.

Decreased agricultural productivity in certain regions of the world as a result of changing weather patterns may limit the availability or increase the cost of natural resources and commodities, including dairy products, meat products, coffee beans, soybean and vegetable oils, sugar and other sweeteners, tomatoes, potatoes, corn products, wheat products, nuts, cocoa products, cucumbers, onions, other fruits and vegetables, spices, and flour used to

manufacture our products, and could further decrease food security for communities around the world.

Climate change could also affect our ability to procure necessary commodities at costs and in quantities we currently experience and may require us to make additional unplanned capital expenditures.

Increasing concern over climate change may also adversely impact demand for our products, or increase operating costs, due to changes in consumer preferences that cause consumers to switch away from products or ingredients considered to have a high climate change impact.

Additionally, there is an increased focus by foreign, federal, state, and local regulatory and legislative bodies regarding environmental policies relating to climate change, regulating greenhouse gas emissions, energy policies, and sustainability.

Increased energy or compliance costs and expenses due to the impacts of climate change and additional legal or regulatory requirements regarding climate change or designed to reduce or mitigate the effects of carbon dioxide and other greenhouse gas emissions on the environment could be costly and may cause disruptions in, or an increase in the costs associated with, the running of our manufacturing and processing facilities and our business, as well as increase distribution and supply chain costs.

Moreover, compliance with any such legal or regulatory requirements may require us to make significant changes to our business operations and strategy, which will likely incur substantial time, attention, and costs.

Even if we make changes to align ourselves with such legal or regulatory requirements, we may still be subject to significant penalties if such laws and regulations are interpreted and applied in a manner inconsistent with our practices.

The effects of climate change and legal or regulatory initiatives to address climate change could have a long-term adverse impact on our business and results of operations.

Finally, we might fail to effectively address increased attention from the media, stockholders, activists, and other stakeholders on climate change and related environmental sustainability matters.

Such failure, or the perception that we have failed to act responsibly with respect to such matters or to effectively respond to new or additional regulatory requirements regarding climate change, whether or not valid, could result in adverse publicity and negatively affect our business and reputation.

Moreover, from time to time we establish and publicly announce goals and commitments, including to reduce our impact on the environment.

Our ability to achieve any stated goal, target, or objective is subject to numerous factors and conditions, many of which are outside of our control.

Examples of such factors include evolving regulatory requirements affecting sustainability standards or disclosures or imposing different requirements, the pace of changes in technology, the availability of requisite financing, and the availability of suppliers that can meet our sustainability and other standards.

If we fail to achieve, or are perceived to have failed or been delayed in achieving, or improperly report on our progress toward achieving these goals and commitments, it could negatively affect consumer preference for our products or investor confidence in our stock, as well as expose us to government enforcement actions and private litigation.

We have also divested and may consider divesting businesses that do not meet our strategic objectives or growth or profitability targets.

If current expectations of future growth rates and margins are not met, if market factors outside of our control, such as discount rates, income tax rates, foreign currency exchange rates, or any factors that could be

Further, certain organizational changes have previously impacted, and could in the future impact, our internal reporting and reportable segments.

These changes may also affect our reporting unit structure and require an interim impairment test (or transition test).

We expect the organizational changes we announced in the fourth quarter of 2021 to impact our future internal reporting, reportable segments, and reporting unit structure and to require an interim impairment test in the second quarter of 2022, once the changes are effective.

Additionally, any future plans to change reporting units, including as a result of integrating a new acquisition into an existing reporting unit that has a fair value below carrying amount of goodwill, has led, and could in the future lead, to an impairment of goodwill.

agricultural programs.

In 2021, we experienced higher than expected commodity costs and supply chain costs, including logistics, procurement, and manufacturing costs, largely due to inflationary pressures.

We expect this cost inflation to remain elevated through at least 2022.

Although we take measures to mitigate the impact of this inflation through pricing actions and efficiency gains, if these measures are not effective our financial condition, operating results, and cash flows could be materially adversely affected.

Even if such measures are effective, we expect that there could be a difference between the timing of when these beneficial actions impact our results of operations and when the cost inflation is incurred.

Additionally, the pricing actions we take could result in a decrease in market share.

Our compliance with laws and regulations, and related legal claims or regulatory enforcement actions, could expose us to significant liabilities and damage our reputation.

Various laws and regulations govern our practices including, but not limited to, those related to advertising and marketing, product claims and labeling, the environment, intellectual property, consumer protection and product liability, commercial disputes, trade and export controls, anti-trust, data privacy, labor and employment, workplace health and safety, and tax.

In addition, the imposition of new laws, changes in laws or regulatory requirements or changing interpretations thereof, and differing or competing regulations and standards across the markets where our products are made, manufactured, distributed, and sold have in the past and could continue to result in higher compliance costs, capital expenditures, and higher production costs, adversely impacting our product sales, financial condition, and results of operations.

Furthermore, actions we have taken or may take, or decisions we have made or may make, in response to the COVID-19 pandemic, may result in investigations, legal claims, or litigation against us.

As a result of any such legal claims or regulatory enforcement actions, we could be subject to monetary judgments, settlements, and civil and criminal actions, including fines, injunctions, product recalls, penalties, disgorgement of profits, or activity restrictions, which could materially and adversely affect our reputation, product sales, financial condition, results of operations, and cash flows.

- an increase in commodity and other input costs could result from market volatility;

- a fluctuation in foreign currency exchange rates or interest rates could result from market uncertainties;

- an increase in the cost of, or our difficulty in obtaining, debt or equity financing, or to refinance our debt in the future, could affect our financial condition or our ability to fund operations or future investment opportunities; and

- an increase in regulatory restrictions or continued market volatility could hinder our ability to execute strategic business activities including acquisitions and divestitures.

Additionally, COVID-19 could negatively affect our internal controls over financial reporting as a portion of our workforce is required to work from home and therefore new processes, procedures, and controls could be required to respond to changes in our business environment.

- foreign currency devaluations or fluctuations in foreign currency values;

Reporting units with between 20-50% fair value over carrying amount had an aggregate goodwill carrying amount of $12.5 billion as of their latest 2020 impairment testing date and included: Enhancers, Specialty, and Away from Home (“ESA”) and Continental Europe.

Brands with 10-20% fair value over carrying amount had an aggregate carrying amount of $4.1 billion as of their latest 2020 impairment testing date and included: *Lunchables*, *A1*, *Ore-Ida*, *Stove Top*, *Jet Puffed*, and *Quero*.

The aggregate carrying amount of brands with fair value over carrying amount between 20-50% was $6.6 billion as of their latest 2020 impairment testing date.

Compliance with laws, regulations, and related interpretations and related legal claims or other regulatory enforcement actions could impact our business, and we face additional risks and uncertainties related to any potential actions resulting from the SEC’s ongoing investigation, as well as potential additional subpoenas, litigation, and regulatory proceedings.

Various laws and regulations govern production, storage, distribution, sales, advertising, labeling, including on-pack claims, information or disclosures, marketing, licensing, trade, labor, tax, environmental matters, privacy, and health and safety and data protection practices.

Government authorities regularly change laws and regulations and their interpretations.

Our compliance with new or revised laws and regulations, or the interpretation and application of existing laws and regulations, could materially and adversely affect our product sales, financial condition, and results of operations.

As previously disclosed on February 21, 2019, we received a subpoena in October 2018 from the SEC related to our procurement area, specifically the accounting policies, procedures, and internal controls related to our procurement function, including, but not limited to, agreements, side agreements, and changes or modifications to agreements with our suppliers.

Following the receipt of this subpoena, we, together with external counsel and forensic accountants, and subsequently, under the oversight of the Audit Committee, conducted an internal investigation into our procurement area and related matters.

The SEC has issued additional subpoenas seeking information related to our financial reporting, incentive plans, debt issuances, internal controls, disclosures, personnel, our assessment of goodwill and intangible asset impairments, our communications with certain stockholders, and other related information and materials in connection with its investigation.

The United States Attorney’s Office for the Northern District of Illinois (“USAO”) is also reviewing this matter.

The Kraft Heinz Company and certain of our current and former officers and directors are currently defendants in a consolidated securities class action lawsuit, a class action lawsuit brought under the Employee Retirement Income Security Act (“ERISA”), a consolidated stockholder derivative action pending in federal court, and a consolidated stockholder derivative action pending in the Delaware Court of Chancery.

We are cooperating with the SEC and USAO and intend to vigorously defend the civil lawsuits.

We are unable, at this time, to estimate our potential liability in these matters.

In connection with the securities and ERISA class action lawsuits and the stockholder derivative actions, we may be required to pay judgments, settlements, or other penalties and incur other costs and expenses.

See Item 3, *Legal Proceedings*, and Note 17, *Commitments and Contingencies*, in Item 8, *Financial Statements and Supplementary Data*, for additional information.

In connection with the SEC and USAO investigations, we could be required to pay significant civil or criminal penalties and become subject to injunctions, cease and desist orders, and other equitable remedies.

The SEC and USAO investigations have not been resolved as of the filing of this Annual Report on Form 10-K.

We can provide no assurances as to the outcome or timing of any governmental or regulatory investigation.

We have incurred, and may continue to incur, significant expenses related to legal, accounting, and other professional services in connection with the internal investigation, the SEC investigation, and related legal and regulatory matters.

These expenses have adversely affected, and could continue to adversely affect, our business, financial condition, and cash flows.

As a result of matters associated with the internal investigation related to the SEC investigation and various lawsuits, we are exposed to greater risks associated with litigation, regulatory proceedings, and government enforcement actions and additional subpoenas.

Any future investigations or additional lawsuits may have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Though the United Kingdom formally withdrew from the European Union (commonly referred to as “Brexit”) on January 31, 2020, some uncertainties remain around the current and future impacts of the provisional trade agreement signed on December 24, 2020.

As a result, we continue to evaluate the risks associated with Brexit, including the potential for supply chain disruptions and foreign currency volatility.

Certain of these factors may be subject to additional uncertainty as a result of, or related to, the recent change in the U.S. presidential administration.

For further information on Venezuela, see Note 15, *Venezuela - Foreign Currency and Inflation,* in Item 8, *Financial Statements and Supplementary Data*.

Moreover, the recent change in the U.S. presidential administration may increase the likelihood of changes to the U.S. federal income tax laws.

In addition, changes in tax laws resulting from the Organization for Economic Co-operation and Development’s (“OECD”) multi-jurisdictional plan of action to address base erosion and profit sharing (“BEPS”) could impact our effective tax rate.

[removed: Therefore, effective in the first quarter of 2020, we] [added: We] manage and report our operating results through three reportable segments defined by geographic region: United States, International, and Canada.

See Note [removed: 22,] [added: 21,] *Segment Reporting*, in Item 8, *Financial Statements and Supplementary Data*, for our financial information by segment.

See below for discussion and analysis of our financial condition and results of operations for [removed: 2020] [added: 2021] compared to [removed: 2019.][added: 2020.]

See Item 7, *Management’s Discussions and Analysis of Financial Condition and Results of Operations*, in [removed: Exhibit 99.1, *Updated portions of The Kraft Heinz Company’s] [added: our] Annual Report on Form 10-K for the [removed: fiscal] year ended December [removed: 28, 2019*, of our Current Report on Form 8-K filed with the SEC on November 13, 2020,] [added: 26, 2020] for a detailed discussion of our financial condition and results of operations for [removed: 2019] [added: 2020] compared to [removed: 2018.][added: 2019.]

Our results of operations reflect goodwill impairment losses of [removed: $2.3 billion] [added: $318 million] and intangible asset impairment losses of [removed: $1.1] [added: $1.3] billion in [removed: 2020] [added: 2021] compared to goodwill impairment losses of [removed: $1.2] [added: $2.3] billion and intangible asset impairment losses of [removed: $702 million] [added: $1.1 billion] in [removed: 2019.][added: 2020.]

In 2020, [added: particularly in March and April,] we experienced consolidated net sales growth [removed: compared to the prior year] as higher demand for our retail products more than offset declines in our foodservice business.

[removed: However,] COVID-19 and its impacts are unprecedented and continuously evolving, and the long-term impacts to our financial condition and results of operations are still uncertain.

See [removed: *Consolidated Results of Operations* and] *Liquidity and Capital Resources* for additional information related to the impact of COVID-19 on our overall results.

| | | | December [removed: 26, 2020] [added: 25, 2021] | | | | | | December [removed: 28, 2019] [added: 26, 2020] | | | | | | % Change | | |

| Net sales | | | $ | [removed: 26,185] [added: 26,042] | | | | | $ | [removed: 24,977] [added: 26,185] | | | | | [removed: 4.8] [added: (0.5)] | | % |

| Operating income/(loss) | | | [removed: 2,128 | | | | | | 3,070] [added: 3,460] | | | | | | [removed: (30.7)] [added: 2,128] | | [removed: %] |

| Net income/(loss) attributable to common shareholders | | | [removed: 356] [added: 1,012] | | | | | | [removed: 1,935] [added: 356] | | | | | | [removed: (81.6)] [added: 184.5] | | % |

| Diluted EPS | | | [removed: 0.29 | | | | | | 1.58] [added: $] | [added: 0.82] | | | | | [removed: (81.6)] [added: $] | [added: 0.29] | [removed: %] |

*Fiscal* *Year [removed: 2020] [added: 2021] Compared to Fiscal Year [removed: 2019:*][added: 2020:*]

Net sales [removed: increased 4.8%] [added: decreased 0.5%] to [removed: $26.2] [added: $26.0] billion in [removed: 2020] [added: 2021] compared to [removed: $25.0] [added: $26.2] billion in [removed: 2019, despite] [added: 2020, including] the unfavorable [removed: impacts] [added: impact] of divestitures [removed: (1.0] [added: (3.5] pp) and [added: the favorable impact of] foreign currency [removed: (0.7] [added: (1.2] pp).

Organic Net Sales [removed: growth was] [added: increased 3.1% to $5.5 billion in 2021 compared to $5.3 billion in 2020,] driven by [removed: favorable volume/mix (3.4 pp) and] higher pricing [removed: (3.1] [added: (2.6 pp) and favorable volume/mix (0.5] pp).

[removed: Favorable] [added: Pricing was higher across all segments, while unfavorable] volume/mix in [removed: the] [added: our] United States and [removed: International] [added: Canada] segments more than offset [removed: unfavorable] [added: favorable] volume/mix in [removed: Canada, while pricing was higher across all segments.][added: our International segment.]

| Operating income/(loss) | | | [removed: $ | 2,128 | | | | | $] [added: 3,460] | [removed: 3,070] | | | | | [removed: (30.7)] [added: 2,128] | | [removed: %] |

| Adjusted [removed: EBITDA(a) | | | 6,669 | | |] [added: EBITDA] | | | [removed: 6,064] [added: $] | [added: 6,371] | | | | | [removed: 10.0] [added: $] | [added: 6,669] | [removed: %] |

Operating income/(loss) [removed: decreased 30.7%] [added: increased] to [removed: income of $2.1] [added: $3.5] billion in [removed: 2020] [added: 2021] compared to [removed: $3.1] [added: $2.1] billion in [removed: 2019,] [added: 2020,] primarily driven by [removed: higher] [added: lower] non-cash impairment losses in the current year.

Non-cash impairment losses were [removed: $3.4] [added: $1.6] billion in [removed: 2020] [added: 2021] compared to [removed: $1.9] [added: $3.4] billion in [removed: 2019.][added: 2020.]

See Note [removed: 9, *Goodwill and Intangible Assets*,] [added: 17, *Debt*,] in Item 8, *Financial Statements and Supplementary Data*, for additional information on our [removed: non-cash impairment losses.][added: debt transactions.]

This [removed: change] [added: increase] was driven by the operating income/(loss) factors [removed: described] [added: discussed] above (primarily [removed: higher] [added: lower] non-cash impairment losses in the current [removed: year), unfavorable changes in other expense/(income), and] [added: year period), which more than offset] higher interest [removed: expense, partially offset by lower tax] expense [removed: in the current year.][added: and higher tax expense.]

- Other expense/(income) was [removed: $296] [added: $295] million of income in [removed: 2020] [added: 2021] compared to [removed: $952] [added: $296] million of income in [removed: 2019.][added: 2020.]

This change was primarily driven by [removed: a $2] [added: an $86] million net loss on [removed: sales of businesses] [added: derivative activities] in [removed: 2020] [added: 2021] compared to a [removed: $420] [added: $154] million net gain on [removed: sales of businesses] [added: derivative activities] in [removed: 2019,] [added: 2020 and] a [removed: $184] [added: $115] million decrease in non-cash amortization of [added: postemployment benefit plans] prior service credits as compared to the prior year [removed: period, a $162 million net foreign exchange loss in 2020 compared to a $10 million net foreign exchange loss in 2019, and a $26 million loss on the dissolution of a joint venture.][added: period.]

[removed: - Interest] [added: *•*Interest] expense was [removed: $1.4] [added: $2.0] billion in [removed: 2020] [added: 2021] compared to $1.4 billion in [removed: 2019.][added: 2020.]

[removed: Our] [added: The] 2020 [removed: interest expense] [added: period also] included [removed: a $124 million loss on extinguishment of debt recognized in connection with our tender offer and debt redemptions in 2020, as well as] $22 million of interest expense related to the $4.0 billion drawn on our Senior Credit Facility in the first quarter of 2020 and repaid [removed: by the end of] [added: in] the second quarter of 2020.

- Our effective tax rate was [removed: 65.0%] [added: 40.1%] in [removed: 2020] [added: 2021] compared to [removed: 27.4%] [added: 65.0%] in [removed: 2019.][added: 2020.]

Our 2020 effective tax rate was unfavorably impacted by rate reconciling items, primarily related to non-deductible goodwill impairments, the impact of the federal tax on [removed: global intangible low-taxed income (“GILTI”),] [added: GILTI,] and the revaluation of our deferred tax balances due to changes in international tax laws.

[removed: Diluted EPS:][added: | Diluted EPS | | | 0.82 | | | | | | 0.29 | | | | | | 182.8 | | % |]

| Diluted EPS | | | $ | [removed: 0.29] [added: 0.82] | | | | | $ | [removed: 1.58] [added: 0.29] | | | | | [removed: (81.6)] [added: 182.8] | | % |

| Adjusted [removed: EPS(a) | | | 2.88 | | |] [added: EPS] | | | [removed: 2.85] [added: $] | [added: 2.93] | | | | | [removed: 1.1] [added: $] | [added: 2.88] | [removed: %] |

[removed: (a)] [added: (b)] Adjusted EPS is a non-GAAP financial measure.

Diluted EPS [removed: decreased 81.6%] [added: increased 182.8%] to [removed: $0.29] [added: $0.82] in [removed: 2020] [added: 2021] compared to [removed: $1.58] [added: $0.29] in [removed: 2019,] [added: 2020,] primarily driven by the net income/(loss) [removed: attributable to common shareholders] factors discussed above.

| | | | December [removed: 26, 2020] [added: 25, 2021] | | | | | | December [removed: 28, 2019 | | | | | | $ Change] [added: 26, 2020] | | | | | | % Change | | |

| Deal costs | | | [removed: — | | | | | | 0.02 | | | | | | (0.02)] [added: (11)] | | | | | | [added: (8)] | | |

| Unrealized [removed: losses/(gains)] [added: gains/(losses)] on commodity hedges | | | [removed: — | | | | | | (0.04) | | | | | | 0.04] [added: (17)] | | | | | | [added: 6] | | |

| Impairment [removed: losses | | | 2.59 | | | | | | 1.38 | | |] [added: losses(c)] | | | [removed: 1.21] [added: 1.07] | | | | | | [added: 2.59] | | |

| Losses/(gains) on sale of [removed: business | | | (0.01) | | | | | | (0.23) | | |] [added: business(e)] | | | [removed: 0.22] [added: 0.15] | | | | | | [added: (0.01)] | | |

| Debt prepayment and extinguishment [removed: costs | | | 0.08 | | | | | | 0.06 | | |] [added: costs(f)] | | | [removed: 0.02] [added: 0.59] | | | | | | [added: 0.08] | | |

Objective:

The following discussion provides an analysis of our financial condition and results of operations from management's perspective and should be read in conjunction with the consolidated financial statements and related notes included in Item 8, *Financial Statements and Supplementary Data*, of this Annual Report on Form 10-K.

Our objective is to also provide discussion of material events and uncertainties known to management that are reasonably likely to cause reported financial information not to be indicative of future operating results or of future financial condition and to offer information that provides an understanding of our financial condition, results of operations, and cash flows.

During the fourth quarter of 2021, certain organizational changes were announced that will impact our future internal reporting and reportable segments.

As a result of these changes, we plan to combine our United States and Canada zones to form the North America zone, and expect to have two reportable segments, North America and International.

We expect that any change to our reportable segments will be effective in the second quarter of 2022.

Acquisitions and Divestitures:

In 2021, we completed the sale of certain assets in our global nuts business (the “Nuts Transaction”) as well as the sale of certain assets in our global cheese businesses (the “Cheese Transaction”).

The Nuts Transaction and the Cheese Transaction are not, individually or in the aggregate, considered a strategic shift that will have a major effect on our operations or financial results; therefore, the results of these businesses are included in continuing operations through the date of each sale.

Additionally, in 2021, we completed the acquisition of Assan Gıda Sanayi ve Ticaret A.Ş.

(the “Assan Foods Acquisition”) and BR Spices Indústria e Comércio de Alimentos Ltda (the “BR Spices Acquisition”), both of which are in our International segment.

In 2021, we continued to experience strong retail demand compared to pre-pandemic periods.

However, retail consumption declined when compared to the comparable 2020 period based on the strong consumer demand early on in the COVID-19 pandemic, particularly in March and April 2020.

Beginning in the second quarter of 2021 and continuing through year end, our foodservice business experienced increased consumer demand compared to the comparable 2020 periods, which were negatively impacted by the COVID-19 pandemic.

However, we continue to see decreased foodservice demand in certain parts of our global business, including the United States and Canada, compared to pre-pandemic periods.

Inflation and Supply Chain Impacts:

In 2021, we experienced higher than expected commodity costs and supply chain costs, including logistics, procurement, and manufacturing costs, largely due to inflationary pressures.

We expect this cost inflation to remain elevated through at least 2022.

While these costs have a negative impact on our results of operations, we are currently taking measures to mitigate, and expect to continue to take measures to mitigate, the impact of this inflation through pricing actions and efficiency gains.

However, we expect that there could be a difference between the timing of when these beneficial actions impact our results of operations and when the cost inflation is incurred.

Additionally, the pricing actions we take could result in a decrease in market share.

Additionally, given the increased demand for our products combined with industry-wide supply chain issues, we have experienced capacity constraints for certain products when demand has exceeded our current manufacturing capacity.

As discussed in *Liquidity and Capital Resources*, we are working to expand capacity through increased capital investments.

However, until these capacity constraints are alleviated, these constraints have the potential to impact our service levels, market share, financial condition, results of operations, or cash flows.

We have observed an increasingly competitive labor market.

Increased employee turnover, changes in the availability of our workers, including as a result of COVID-19-related absences, and labor shortages in our supply chain have resulted in, and could continue to result in, increased costs and have, and could again, impact our ability to meet consumer demand, both of which could negatively affect our financial condition, results of operations, or cash flows.

| Net income/(loss) | | | 1,024 | | | | | | 361 | | | | | | 183.7 | | % |

| Net sales | | | $ | 26,042 | | | | | $ | 26,185 | | | | | (0.5) | | % |

| Organic Net Sales(a) | | | 23,714 | | | | | | 23,293 | | | | | | 1.8 | | % |

Organic Net Sales increased 1.8% to $23.7 billion in 2021 compared to $23.3 billion in 2020, driven by higher pricing (2.3 pp), which more than offset unfavorable volume/mix (0.5 pp).

| | | | December 25, 2021 | | | | | | December 26, 2020 | | | | | | % Change | | |

| Operating income/(loss) | | | $ | 3,460 | | | | | $ | 2,128 | | | | | 62.6 | | % |

| Net income/(loss) | | | 1,024 | | | | | | 361 | | | | | | 183.7 | | % |

*Fiscal* *Year 2021 Compared to Fiscal Year 2020:*

The remaining change in operating income/(loss) was a decrease of $447 million, primarily due to higher supply chain costs, reflecting inflationary pressure in logistics, procurement, and manufacturing costs; higher commodity costs, including key commodity (which we define as dairy, meat, and coffee) and packaging costs; the unfavorable impact of divestitures; higher restructuring expenses in the current period; and costs relating to the settlement of the previously disclosed SEC investigation.

These decreases to operating income/(loss) more than offset efficiency gains, higher Organic Net Sales, the favorable impact of foreign currency, lower general corporate expenses, and lower depreciation and amortization expense.

Net income/(loss) increased 183.7% to $1.0 billion in 2021 compared to $361 million in 2020.

Other expense/(income) was flat year over year.

This increase was primarily driven by a $917 million loss on extinguishment of debt recognized in the current year period related to the $6.0 billion reduction in our aggregate principal amount of senior notes from our tender offers, debt redemptions, and open-market debt repurchases in 2021 compared to a $124 million loss on extinguishment of debt recognized in the prior year in connection with our tender offer and debt redemptions in 2020.

The remaining change in interest expense was a decrease of approximately $118 million compared to the prior year period, as our long-term debt balance and associated interest expense were reduced through tender offers, debt redemptions, debt repurchases, and repayments.

In the first quarter of 2020, our internal reporting and reportable segments changed.

We moved our Puerto Rico business from the Latin America zone to the United States zone to consolidate and streamline the management of our product categories and supply chain.

We also combined our EMEA, Latin America, and APAC zones to form the International zone as a result of certain previously announced organizational changes.

This increased demand for our retail products could reverse in the future if consumer purchasing behavior changes.

We expect volatility in the demand for away-from-home establishments to continue through the first quarter of 2021 and potentially beyond, which is expected to negatively impact our foodservice business.

| Organic Net Sales(a) | | | 26,320 | | | | | | 24,718 | | | | | | 6.5 | | % |

Organic Net Sales increased 6.5% to $26.3 billion in 2020 compared to $24.7 billion in 2019, primarily driven by the continued growth of at-home consumption due, in part, to the COVID-19 pandemic.

The remaining change in operating income/(loss) was an increase of $572 million, primarily driven by higher Organic Net Sales in the current year, which more than offset increased variable compensation expenses, higher equity award compensation expense, investments in marketing, higher supply chain costs, higher general corporate expenses, unfavorable changes in key commodity costs (which we define as dairy, meat, coffee, and nuts), and the unfavorable impact of divestitures.

Net income/(loss) attributable to common shareholders decreased 81.6% to income of $356 million in 2020 compared to $1.9 billion in 2019.

These impacts were partially offset by a $154 million net gain on derivative activities in 2020 compared to a $33 million net gain on derivative activities in 2019.

As we estimate the amortization of prior service credits to be insignificant in 2021, we are forecasting a negative impact to other expense/(income) in 2021 compared to 2020 of approximately $114 million.

Our 2019 interest expense included a $98 million loss on extinguishment of debt recognized in connection with our tender offers and debt redemptions in 2019.

Our 2019 effective tax rate was unfavorably impacted by rate reconciling items, primarily related to non-deductible goodwill impairments, the impact of the federal tax on GILTI, an increase in uncertain tax position reserves, the establishment of certain state valuation allowance reserves, and the tax impacts from the sale of Heinz India Private Limited (“Heinz India Transaction”) and the sale of certain assets in our natural cheese business in Canada (“Canada Natural Cheese Transaction”).

These impacts were partially offset by the reversal of certain withholding tax obligations and changes in estimates of certain 2018 U.S. income and deductions.

Adjusted EBITDA increased 10.0% to $6.7 billion in 2020 compared to $6.1 billion in 2019, despite the unfavorable impacts of divestitures (1.0 pp) and foreign currency (0.5 pp), as increases in the United States and International segments more than offset declines in Canada and higher general corporate expenses.

Adjusted EBITDA growth was primarily driven by the continued growth of at-home consumption due, in part, to the COVID-19 pandemic.

| Diluted EPS | | | $ | 0.29 | | | | | $ | 1.58 | | | | | $ | (1.29) | | | | | (81.6) | | % |

| Integration and restructuring expenses | | | — | | | | | | 0.07 | | | | | | (0.07) | | | | | | | | |

| Nonmonetary currency devaluation | | | — | | | | | | 0.01 | | | | | | (0.01) | | | | | | | | |

| U.S. Tax Reform discrete income tax expense/(benefit) | | | (0.07) | | | | | | — | | | | | | (0.07) | | | | | | | | |

| Adjusted EPS(a) | | | $ | 2.88 | | | | | $ | 2.85 | | | | | $ | 0.03 | | | | | 1.1 | | % |

| | | | | | | | | | | | | | | | $ | 0.03 | | | | | | | |

Unfavorable changes in other expense/(income) were primarily due to lower non-cash amortization of prior service credits in the current year.

The exchange gains and losses from remeasurement are recorded in current net income/(loss) and are classified within other expense/(income), as nonmonetary currency devaluation.

| International | | | 5,455 | | | | | | 5,211 | | |

| Canada | | | 1,661 | | | | | | 1,663 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| United States | | | 7.6 | | % | | | | 0.0 pp | | | | | | 0.0 pp | | | | | | 7.6 | | % | | | | 3.5 pp | | | | | | 4.1 pp | | |

| International | | | 1.7 | | % | | | | (2.7) pp | | | | | | (0.3) pp | | | | | | 4.7 | | % | | | | 2.1 pp | | | | | | 2.6 pp | | |

| Canada | | | (12.8) | | % | | | | (1.1) pp | | | | | | (11.6) pp | | | | | | (0.1) | | % | | | | 2.2 pp | | | | | | (2.3) pp | | |

| Kraft Heinz | | | 4.8 | | % | | | | (0.7) pp | | | | | | (1.0) pp | | | | | | 6.5 | | % | | | | 3.1 pp | | | | | | 3.4 pp | | |

| Integration and restructuring expenses | | | (15) | | | | | | (102) | | |

| Organic Net Sales(a) | | | 19,204 | | | | | | 17,844 | | | | | | 7.6 | | % |

Net sales and Organic Net Sales both increased 7.6% to $19.2 billion in 2020 compared to $17.8 billion in 2019, driven by the continued growth of at-home consumption due, in part, to the COVID-19 pandemic.

Organic Net Sales growth was driven by favorable volume/mix (4.1 pp) and higher pricing (3.5 pp).

Favorable volume/mix was primarily driven by consumption growth across nearly all retail categories, most significantly in condiments and sauces, cheese, and boxed dinners.

This growth was partially offset by lower foodservice sales and the negative impact from exiting the *McCafé* licensing agreement.

Higher pricing was primarily driven by reduced promotional activity, primarily in capacity-constrained areas, higher list prices in select categories, and increases to offset unfavorable key commodity costs, primarily in dairy.

Segment Adjusted EBITDA increased 15.1% to $5.6 billion in 2020 compared to $4.8 billion in 2019.

| | | | December [removed: 26, 2020] [added: 25, 2021] | | | | | | December [removed: 28, 2019] [added: 26, 2020] | | |

| Commodity contracts | | | $ | [removed: 39] [added: 56] | | | | | $ | [removed: 43] [added: 39] | |

| Foreign currency contracts | | | [removed: 141] [added: 130] | | | | | | [removed: 73] [added: 141] | | |

| Cross-currency swap contracts | | | [removed: 433] [added: 318] | | | | | | [removed: 412] [added: 433] | | |

Based on our current variable rate debt balance as of December [removed: 26, 2020,] [added: 25, 2021,] a hypothetical 1% increase in LIBOR would have an insignificant impact on our annual interest expense.

With [removed: 2020] [added: 2021] net sales of approximately $26 billion, we are committed to growing our iconic and emerging food and beverage brands on a global scale.

Before the consummation of the 2015 Merger, Heinz was controlled by Berkshire Hathaway Inc. (“Berkshire Hathaway”) and 3G Global Food Holdings, LP (“3G Global Food Holdings” and, together with its affiliates, “3G Capital”) (3G Capital together with Berkshire Hathaway, the “Sponsors”), following their acquisition of H. J. Heinz Company on June 7, [removed: 2013.][added: 2013 (the “2013 Heinz Acquisition”).]

Our [removed: 2020] [added: 2021] fiscal year was a 52-week period that ended on December [removed: 26, 2020,] [added: 25, 2021,] the [removed: 2019] [added: 2020] fiscal year was a 52-week period that ended on December [removed: 28, 2019,] [added: 26, 2020,] and the [removed: 2018] [added: 2019] fiscal year was a 52-week period that ended on December [removed: 29, 2018.][added: 28, 2019.]

[removed: Therefore, effective in the first quarter of 2020, we] [added: We] manage and report our operating results through three reportable segments defined by geographic region: United States, International, and Canada.

See Note [removed: 22,] [added: 21,] *Segment Reporting*, in Item 8, *Financial Statements and Supplementary Data*, for our geographic financial information by segment.

The ongoing spread of COVID-19 throughout the United States and internationally, [removed: and] [added: as well as] measures implemented by governmental authorities [added: and private businesses] in an attempt to [removed: contain] [added: minimize transmission of] the [removed: virus, including] [added: virus (including] social distancing [removed: restrictions,] [added: mandates,] shelter-in-place orders, [added: vaccine mandates,] and business [removed: shutdowns,] [added: restrictions and shutdowns) and consumer responses to such measures and the pandemic] have had and continue to have negative and positive implications for portions of our business.

[removed: During] [added: In] 2020, [removed: COVID-19 produced a beneficial impact on our] [added: particularly in March and April, we experienced] consolidated net sales [removed: results,] [added: growth] as [removed: increased] [added: higher] demand for our retail products more than offset declines in our foodservice [removed: (or away-from-home)] business.

[removed: While we expect volatility in the demand for our products to continue through the first quarter of 2021 and potentially beyond, particularly as it relates to our foodservice business,] COVID-19 and its impacts are unprecedented and continuously evolving, and the long-term impacts to our financial condition and results of operations are still uncertain.

Significant trademarks by segment based on net sales in [removed: 2020] [added: 2021] were:

| United States | | | | | | *Kraft, Oscar Mayer, Heinz, [removed: Philadelphia,] Velveeta, [added: Philadelphia,] Lunchables, [removed: Planters, Maxwell House,] Capri Sun*, Ore-Ida, [removed: Jell-O, Kool-Aid*] [added: Maxwell House, Kool-Aid, Jell-O*] | | |

In addition, in our agreements with Mondelēz International, Inc. [removed: (“Mondelēz International”),] [added: (“Mondelēz”),] following the spin-off of Kraft from Mondelēz [removed: International] in 2012, we each granted the other party various licenses to use certain of our and their respective intellectual property rights in named jurisdictions for certain periods of time.

We purchase and use large quantities of commodities, including dairy products, meat products, coffee beans, [removed: nuts, tomatoes, potatoes,] soybean and vegetable oils, sugar and other sweeteners, [added: tomatoes, potatoes,] corn products, wheat products, [added: nuts,] and cocoa products, to manufacture our products.

In addition, we purchase and use significant quantities of resins, [added: fiberboard,] metals, and cardboard to package our products, and we use [removed: natural gas,] electricity, [removed: and] diesel [removed: fuel] [added: fuel, and natural gas] in the manufacturing and distribution of our products.

Our largest customer, Walmart Inc., represented approximately 22% of our net sales in [added: both 2021 and] 2020 and approximately 21% of our net sales in [removed: both 2019 and 2018.][added: 2019.]

In [removed: 2020,] [added: 2021,] the five largest customers in our United States segment accounted for approximately 50% of United States segment net sales, the five largest customers in our International segment accounted for approximately [removed: 18%] [added: 17%] of International segment net sales, and the five largest customers in our Canada segment accounted for approximately [removed: 76%] [added: 74%] of Canada segment net sales.

| | | | December [removed: 26, 2020] [added: 25, 2021] | | | | | | December [removed: 28, 2019] [added: 26, 2020] | | | | | | December [removed: 29, 2018] [added: 28, 2019] | | |

| Taste Elevation | | | [removed: 27] [added: 28] | | % | | | | [removed: 27] [added: 26] | | % | | | | [removed: 27] [added: 26] | | % |

| Fast Fresh Meals | | | 25 | | % | | | | [removed: 24] [added: 26] | | % | | | | [removed: 24] [added: 25] | | % |

| Easy Meals Made Better | | | 19 | | % | | | | [removed: 17] [added: 19] | | % | | | | 17 | | % |

| Real Food Snacking | | | [removed: 9] [added: 7] | | % | | | | 9 | | % | | | | [removed: 8] [added: 9] | | % |

| Flavorful Hydration | | | [removed: 6] [added: 7] | | % | | | | 6 | | % | | | | 6 | | % |

| Easy Indulgent Desserts | | | 4 | | % | | | | 4 | | % | | | | [removed: 3] [added: 4] | | % |

| Other | | | 10 | | % | | | | [removed: 13] [added: 10] | | % | | | | [removed: 15] [added: 13] | | % |

| Condiments and sauces | | | [removed: 26] [added: 28] | | % | | | | 26 | | % | | | | 26 | | % |

| Cheese and dairy | | | [removed: 20] [added: 19] | | % | | | | 20 | | % | | | | 20 | | % |

| Ambient foods | | | 11 | | % | | | | [removed: 10] [added: 11] | | % | | | | 10 | | % |

| Frozen and chilled foods | | | 10 | | % | | | | [removed: 9] [added: 10] | | % | | | | [removed: 10] [added: 9] | | % |

In the United States, our activities are subject to regulation by various federal government agencies, including the Food and Drug Administration, [removed: U.S.] Department of Agriculture, Federal Trade Commission, Department of Labor, Department of Commerce, and Environmental Protection Agency, as well as various state and local agencies.

We are also subject to numerous [removed: similar and other] laws and regulations outside of the United States, including but not limited to laws and regulations governing food safety, health and safety, anti-corruption, and data privacy.

In our business dealings, we are also required to comply with the [added: U.S.] Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act, the [added: U.S.] Trade Sanctions Reform and Export Enhancement Act, and various other anti-corruption regulations in the regions in which we operate.

We are involved in a number of active proceedings in the United States under CERCLA (and other similar state actions under similar legislation) related to [removed: our current operations and] certain closed, inactive, or divested operations for which we retain liability.

As of December [removed: 26, 2020,] [added: 25, 2021,] we had accrued an amount we deemed appropriate for environmental remediation.

We recognize that a strong company culture is vital to our [removed: success and to executing our Vision.][added: overall success.]

[removed: Our Values] [added: We] are [removed: *We] [added: driven by our Purpose, our Vision *To sustainably grow by delighting more consumers globally*, and our Values—*We] are consumer obsessed*, *We dare to do better every day*, *We champion great people*, *We demand diversity*, *We do the right thing*, and *We own [removed: it*, and they are the foundation upon which our culture is built.][added: it*.]

We [removed: invest in] [added: are committed to] attracting, developing, and retaining diverse, world-class talent and creating an engaging and inclusive culture that embodies our Purpose, Vision, and Values.

As of December [removed: 26, 2020, we] [added: 25, 2021, Kraft Heinz] had approximately [removed: 38,000] [added: 36,000] employees globally.

Driven by our Value [removed: of] *We champion great people*, we are committed to supporting our employees’ health, safety, and professional development and to rewarding outstanding performance at every level.

Our Board of Directors (“Board”), through the Compensation Committee, oversees our human resources strategy and key [removed: policies and practices, including with respect to workplace environment and culture and talent development and retention.][added: policies.]

Guided by our Values, we conduct a global engagement survey annually to provide our employees with an opportunity to share [removed: confidential and] anonymous feedback with management [removed: in] [added: across] a variety of [removed: areas, including confidence in leadership, communication and collaboration, growth and career opportunities, available resources, and belonging.][added: topic areas.]

[removed: For] [added: We report] more detailed information regarding our programs and initiatives related to our people and human capital [removed: management, please see the “People, Workplace and Culture” section of] [added: management in] our [removed: 2020] Environmental Social Governance Report (“ESG [removed: Report”), located on our website at www.kraftheinzcompany.com/esg.][added: Report”).]

During the fourth quarter of 2021, certain organizational changes were announced that will impact our future internal reporting and reportable segments.

As a result of these changes, we plan to combine our United States and Canada zones to form the North America zone, and expect to have two reportable segments, North America and International.

We expect that any change to our reportable segments will be effective in the second quarter of 2022.

Though many areas have relaxed restrictions, varying levels remain throughout the world, are continuously evolving, and may be increased, including as a result of further outbreaks, resurgences, or the emergence of new variants.

We have been actively monitoring the impact of COVID-19 on our business.

In 2021, we continued to experience strong retail demand compared to pre-pandemic periods.

However, retail consumption declined when compared to the comparable 2020 period based on the strong consumer demand early on in the COVID-19 pandemic, particularly in March and April 2020.

Beginning in the second quarter of 2021 and continuing through year end, our foodservice business experienced increased consumer demand compared to the comparable 2020 periods, which were negatively impacted by the COVID-19 pandemic.

However, we continue to see decreased foodservice demand in certain parts of our global business, including the United States and Canada, compared to pre-pandemic periods.

In 2021, brands used under licenses from third parties included *Capri Sun* packaged drink pouches for sale in the United States.

In 2021, in our agreements with an affiliate of Groupe Lactalis (“Lactalis”), related to the sale of certain assets in our global cheese business, we each granted the other party various licenses to use certain of our and their respective intellectual property rights in perpetuity, including perpetual licenses for the *Kraft* and *Velveeta* brands for certain cheese products.

In 2021, we experienced higher than expected commodity costs and supply chain costs, including logistics, procurement, and manufacturing costs, largely due to inflationary pressures.

We expect this cost inflation to remain elevated through at least 2022.

In 2021, following the divestiture of certain of our global cheese businesses, we reorganized certain products within our platforms to reflect how we plan to manage our business going forward, including the role assigned to these products and platforms within our business.

| | | | December 25, 2021 | | | | | | December 26, 2020 | | | | | | December 28, 2019 | | |

Our Purpose, Vision, and Values are the foundation upon which our culture is built.

Engagement and Retention:

Leaders review the results to help determine where changes are needed to support our people and teams.

In 2021, our Total Recordable Incident Rate (“TRIR”) was 0.62 globally.

TRIR is a medical incident rate based on the U.S. Occupational Safety and Health Administration (OSHA) record-keeping criteria (injuries per 200,000 hours).

In 2021, we also began a limited return to office for our global office populations with heightened in-office health and safety protocols that followed local regulations.

In 2021, we shared our 2025 diversity, inclusion, and belonging aspirations, which include that 50% of our global management positions be filled by women and 30% of our salaried U.S. employee population identify as people of color.

As of December 25, 2021:

- 39% of employees in management positions globally identified as women*;

- 27% of salaried employees in the U.S. identified as people of color;

- 30% of our Executive Leadership Team identified as women; and

- 80% of our Executive Leadership Team identified as people of color.

*This figure does not include employees that joined the Company as part of acquisitions that closed in the fourth quarter of 2021, which represent approximately 1% of our total employees globally as of December 25, 2021.

As we work to meet our 2025 aspirations, we are focused on:

- *Hiring and Growing Talent from Diverse Backgrounds and Perspectives* through expanded recruiting partnerships with Historically Black Colleges and Universities and training and leveraging artificial intelligence in our hiring process to reduce bias.

In addition, our Business Resource Groups (BRGs) offer learning and development opportunities and create a network of support for employees.

- *Developing Inclusive Leaders* through an interactive learning experience for managers on interrupting bias in our Organizational People Review process and their role in creating an inclusive environment.

- *Tracking and Reporting Our Progress* year over year through oversight by the Kraft Heinz Global Inclusion Council.

Ethics and Transparency:

In 2021, we renamed the Kraft Heinz Ethics Hotline to the Kraft Heinz Ethics Helpline and continued to expand access to our partners, suppliers, customers, and consumers to ask questions or report potential violations of various policies and ethical guidelines, including our human rights policies in our Supplier Guiding Principles and our code of conduct.

Our 2021 ESG Report is available on our website at www.kraftheinzcompany.com/esg.

| Name and Title | | | | | | Age | | | | | | Business Experience in the Past Five Years | | |

| Carlos Abrams-Rivera, *Executive Vice President and President, North America* | | | | | | 54 | | | | | | Executive Vice President and President, North America (since December 2021); and U.S. Zone President (February 2020 to December 2021). Executive Vice President and President, Campbell Snacks (May 2019 to February 2020), President, Campbell Snacks (March 2018 to May 2019), and President, Pepperidge Farm (2015 to March 2018) at Campbell Soup Company, a food and beverage company. | | |

| Kathy Krenger, *Senior Vice President and Global Chief Communications Officer* | | | | | | 54 | | | | | | Senior Vice President (since December 2021) and Global Chief Communications Officer (since July 2021). Senior Vice President, Global Communications (May 2017 to July 2021) at Hyatt Hotels Corporation, a global hospitality company. Executive Vice President and General Manager, US Food Sector Lead (2014 to May 2017) at Edible, Inc., a subsidiary of Daniel J. Edelman, Holdings Inc., a global communications and marketing firm. | | |

| Marcos Eloi Lima, *Executive Vice President and Global Chief Procurement Officer* | | | | | | 44 | | | | | | Executive Vice President (since December 2021) and Chief Procurement Officer (since October 2019); and Advisor in the area of procurement (July 2019 to October 2019). Vice President Procurement & Sustainability Middle Americas Zone (2016 to July 2019) at AB InBev. | | |

In the first quarter of 2020, our internal reporting and reportable segments changed.

We moved our Puerto Rico business from the Latin America zone to the United States zone to consolidate and streamline the management of our product categories and supply chain.

We also combined our Europe, Middle East, and Africa (“EMEA”), Latin America, and Asia Pacific (“APAC”) zones to form the International zone as a result of certain previously announced organizational changes.

In 2020 and continuing into 2021, the COVID-19 pandemic, along with government and consumer responses to the pandemic, caused, and continue to cause, uncertainty in the U.S. and global economies.

We incurred additional COVID-19-related operating costs as we focused on meeting increased retail demand, adding additional sanitation measures, and providing personal protective equipment to our employees.

In 2020, brands used under licenses from third parties included *Capri Sun* packaged drink pouches for sale in the United States, *TGI Fridays* frozen snacks and appetizers in the United States and Canada*, McCafé* ground, whole bean, and on-demand single cup coffees in the United States, and *Taco Bell Home Originals* Mexican-style food products in U.S. grocery stores.

Our license to use the *McCafé* brand expired in the United States in July 2020 and in Canada in December 2019.

We are driven by our Vision: *To sustainably grow by delighting more consumers globally*.

We strive to create a culture of open communication and transparency.

Leaders review the results to determine opportunities to reinvest in our people and develop action plans for their specific teams, as well as, our broader organization.

In 2020, we launched our Global Inclusion Council, a cross-functional team of executive leaders and Board members, to help create strategic accountability for results and provide governance and oversight on our diversity, inclusion, and belonging initiatives.

| Name | | | | | | Age | | | | | | Title | | |

| Miguel Patricio | | | | | | 54 | | | | | | Chief Executive Officer | | |

| Paulo Basilio | | | | | | 46 | | | | | | Global Chief Financial Officer | | |

| Carlos Abrams-Rivera | | | | | | 53 | | | | | | U.S. Zone President | | |

| Bruno Keller | | | | | | 39 | | | | | | Canada Zone President | | |

| Marcos Eloi Lima | | | | | | 43 | | | | | | Chief Procurement Officer | | |

| Rafael Oliveira | | | | | | 46 | | | | | | International Zone President | | |

| Flavio Torres | | | | | | 51 | | | | | | Head of Global Operations | | |

Miguel Patricio became Chief Executive Officer in June 2019.

Prior to that, he served as the Chief Marketing Officer at AB InBev since 2012.

Prior to his role as Chief Marketing Officer, Mr. Patricio served in various roles for AB InBev and its predecessor Companhia de Bebidas das Americas S.A. (“Ambev”) since joining Ambev in 1998, including as AB InBev’s Zone President Asia Pacific, Zone President North America, Vice President Marketing of North America, and Vice President Marketing.

Mr. Patricio has also previously held several senior positions across the Americas at Philip Morris, The Coca-Cola Company, and Johnson & Johnson.

Paulo Basilio became Global Chief Financial Officer in September 2019.

Mr. Basilio previously served as Executive Vice President and Chief Financial Officer upon the closing of the 2015 Merger until October 2017.

He previously served as Chief Financial Officer of Heinz since June 2013.

Previously, Mr. Basilio served as Chief Executive Officer of América Latina Logística (“ALL”), a logistics company, from September 2010 to June 2012, after having served in various roles at ALL, including Chief Operating Officer and Chief Financial Officer.

Mr. Basilio has also been a partner of 3G Capital since July 2012.

Carlos Abrams-Rivera joined Kraft Heinz as U.S. Zone President in February 2020.

Prior to joining Kraft Heinz, Mr. Abrams-Rivera served as Executive Vice President and President, Campbell Snacks of Campbell Soup Company (“Campbell”), a multinational food company, since May 2019.

Prior to that role, Mr. Abrams-Rivera served as President, Campbell Snacks from March 2018 to May 2019 and President of Campbell’s Pepperidge Farm subsidiary from 2015 to March 2018.

Prior to joining Campbell, Mr. Abrams-Rivera held various leadership roles at Mondelēz International and Kraft Foods Group, Inc.

Bruno Keller assumed his current role as Canada Zone President in September 2019.

Previously, Mr. Keller had served as Head of Category Development for Canada since June 2018.

From April 2017 to June 2018, he served as Managing Director for South Europe, and from June 2015 to April 2017, he served as Managing Director of Italy.

Mr. Keller joined Kraft Heinz in 2014 as Director of Trade Marketing and Revenue Management in Italy.

Prior to joining Kraft Heinz, Mr. Keller held management roles at AB InBev, Philip Morris, Pepsico, and Unilever.

Rashida La Lande joined Kraft Heinz as Senior Vice President, Global General Counsel and Corporate Secretary in January 2018.

In October 2018, Ms. La Lande’s responsibilities expanded to include leadership of our corporate social responsibility and government affairs functions, and she was later appointed Head of Environmental Social Governance and Government Affairs (previously called Corporate Social Responsibility and Government Affairs) in addition to her role as Senior Vice President, Global General Counsel and Corporate Secretary.

Prior to joining Kraft Heinz, Ms. La Lande was a partner at the law firm of Gibson, Dunn & Crutcher, where she practiced from October 2000 to January 2018, and where she advised clients with respect to mergers and acquisitions, leveraged buyouts, private equity deals, and joint ventures.

See Note [removed: 17,] [added: 16,] *Commitments and Contingencies*, in Item 8, *Financial Statements and Supplementary Data*.

For the fiscal year ended December [removed: 26, 2020][added: 25, 2021]

[removed: ][added: ]

Yes [removed: ☒ No] ☐ [added: No ☒]

The aggregate market value of the shares of common stock held by non-affiliates of the registrant, computed by reference to the closing price of such stock as of the last business day of the registrant’s most recently completed second quarter, was [removed: $20] [added: $28] billion.

As of February [removed: 13, 2021,] [added: 12, 2022,] there were [removed: 1,223,175,747] [added: 1,223,740,203] shares of the registrant’s common stock outstanding.

Portions of the registrant's definitive proxy statement to be filed with the Securities and Exchange Commission in connection with its annual meeting of stockholders expected to be held on May [removed: 6, 2021] [added: 5, 2022] are incorporated by reference into Part III hereof.

| [Item 1. [removed: Business.](#i539164ffdf44407ba0efe4f7363e8914_16)] [added: Business.](#i4efb2fdf4043403491c41b83b16e1304_16)] | | | [removed: [1](#i539164ffdf44407ba0efe4f7363e8914_16)] [added: [1](#i4efb2fdf4043403491c41b83b16e1304_16)] | | |

| [Item 1A. Risk [removed: Factors.](#i539164ffdf44407ba0efe4f7363e8914_25)] [added: Factors.](#i4efb2fdf4043403491c41b83b16e1304_25)] | | | [removed: [7](#i539164ffdf44407ba0efe4f7363e8914_25)] [added: [8](#i4efb2fdf4043403491c41b83b16e1304_25)] | | |

| [Item 1B. Unresolved Staff [removed: Comments.](#i539164ffdf44407ba0efe4f7363e8914_28)] [added: Comments.](#i4efb2fdf4043403491c41b83b16e1304_28)] | | | [removed: [20](#i539164ffdf44407ba0efe4f7363e8914_28)] [added: [21](#i4efb2fdf4043403491c41b83b16e1304_28)] | | |

| [Item 2. [removed: Properties.](#i539164ffdf44407ba0efe4f7363e8914_31)] [added: Properties.](#i4efb2fdf4043403491c41b83b16e1304_31)] | | | [removed: [20](#i539164ffdf44407ba0efe4f7363e8914_31)] [added: [22](#i4efb2fdf4043403491c41b83b16e1304_31)] | | |

| [Item 3. Legal [removed: Proceedings.](#i539164ffdf44407ba0efe4f7363e8914_34)] [added: Proceedings.](#i4efb2fdf4043403491c41b83b16e1304_34)] | | | [removed: [21](#i539164ffdf44407ba0efe4f7363e8914_34)] [added: [22](#i4efb2fdf4043403491c41b83b16e1304_34)] | | |

| [Item 4. Mine Safety [removed: Disclosures.](#i539164ffdf44407ba0efe4f7363e8914_37)] [added: Disclosures.](#i4efb2fdf4043403491c41b83b16e1304_37)] | | | [removed: [21](#i539164ffdf44407ba0efe4f7363e8914_37)] [added: [22](#i4efb2fdf4043403491c41b83b16e1304_37)] | | |

| [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities.](#i539164ffdf44407ba0efe4f7363e8914_43)] [added: Securities.](#i4efb2fdf4043403491c41b83b16e1304_43)] | | | [removed: [21](#i539164ffdf44407ba0efe4f7363e8914_43)] [added: [22](#i4efb2fdf4043403491c41b83b16e1304_43)] | | |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations.](#i539164ffdf44407ba0efe4f7363e8914_49)] [added: Operations.](#i4efb2fdf4043403491c41b83b16e1304_49)] | | | [removed: [23](#i539164ffdf44407ba0efe4f7363e8914_49)] [added: [24](#i4efb2fdf4043403491c41b83b16e1304_49)] | | |

| [Consolidated Results of [removed: Operations](#i539164ffdf44407ba0efe4f7363e8914_55)] [added: Operations](#i4efb2fdf4043403491c41b83b16e1304_55)] | | | [removed: [24](#i539164ffdf44407ba0efe4f7363e8914_55)] [added: [25](#i4efb2fdf4043403491c41b83b16e1304_55)] | | |

| [Results of Operations by [removed: Segment](#i539164ffdf44407ba0efe4f7363e8914_58)] [added: Segment](#i4efb2fdf4043403491c41b83b16e1304_58)] | | | [removed: [26](#i539164ffdf44407ba0efe4f7363e8914_58)] [added: [27](#i4efb2fdf4043403491c41b83b16e1304_58)] | | |

| [Critical Accounting [removed: Estimates](#i539164ffdf44407ba0efe4f7363e8914_61)] [added: Estimates](#i4efb2fdf4043403491c41b83b16e1304_61)] | | | [removed: [29](#i539164ffdf44407ba0efe4f7363e8914_61)] [added: [35](#i4efb2fdf4043403491c41b83b16e1304_61)] | | |

| [New Accounting [removed: Pronouncements](#i539164ffdf44407ba0efe4f7363e8914_64)] [added: Pronouncements](#i4efb2fdf4043403491c41b83b16e1304_64)] | | | [removed: [34](#i539164ffdf44407ba0efe4f7363e8914_64)] [added: [40](#i4efb2fdf4043403491c41b83b16e1304_64)] | | |

| [Commodity [removed: Trends](#i539164ffdf44407ba0efe4f7363e8914_70)] [added: Trends](#i4efb2fdf4043403491c41b83b16e1304_70)] | | | [removed: [34](#i539164ffdf44407ba0efe4f7363e8914_70)] [added: [35](#i4efb2fdf4043403491c41b83b16e1304_70)] | | |

| [Liquidity and Capital [removed: Resources](#i539164ffdf44407ba0efe4f7363e8914_73)] [added: Resources](#i4efb2fdf4043403491c41b83b16e1304_73)] | | | [removed: [35](#i539164ffdf44407ba0efe4f7363e8914_73)] [added: [30](#i4efb2fdf4043403491c41b83b16e1304_73)] | | |

| [Non-GAAP Financial [removed: Measures](#i539164ffdf44407ba0efe4f7363e8914_82)] [added: Measures](#i4efb2fdf4043403491c41b83b16e1304_82)] | | | [removed: [39](#i539164ffdf44407ba0efe4f7363e8914_82)] [added: [40](#i4efb2fdf4043403491c41b83b16e1304_82)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures about Market [removed: Risk.](#i539164ffdf44407ba0efe4f7363e8914_85)] [added: Risk.](#i4efb2fdf4043403491c41b83b16e1304_85)] | | | [removed: [44](#i539164ffdf44407ba0efe4f7363e8914_85)] [added: [45](#i4efb2fdf4043403491c41b83b16e1304_85)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data.](#i539164ffdf44407ba0efe4f7363e8914_88)] [added: Data.](#i4efb2fdf4043403491c41b83b16e1304_88)] | | | [removed: [45](#i539164ffdf44407ba0efe4f7363e8914_88)] [added: [46](#i4efb2fdf4043403491c41b83b16e1304_88)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i539164ffdf44407ba0efe4f7363e8914_91)] [added: Firm](#i4efb2fdf4043403491c41b83b16e1304_91)] | | | [removed: [45](#i539164ffdf44407ba0efe4f7363e8914_91)] [added: [46](#i4efb2fdf4043403491c41b83b16e1304_91)] | | |

| [Consolidated Statements of [removed: Income](#i539164ffdf44407ba0efe4f7363e8914_94)] [added: Income](#i4efb2fdf4043403491c41b83b16e1304_94)] | | | [removed: [48](#i539164ffdf44407ba0efe4f7363e8914_94)] [added: [49](#i4efb2fdf4043403491c41b83b16e1304_94)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i539164ffdf44407ba0efe4f7363e8914_97)] [added: Income](#i4efb2fdf4043403491c41b83b16e1304_97)] | | | [removed: [49](#i539164ffdf44407ba0efe4f7363e8914_97)] [added: [50](#i4efb2fdf4043403491c41b83b16e1304_97)] | | |

| [Consolidated Balance [removed: Sheets](#i539164ffdf44407ba0efe4f7363e8914_100)] [added: Sheets](#i4efb2fdf4043403491c41b83b16e1304_100)] | | | [removed: [50](#i539164ffdf44407ba0efe4f7363e8914_100)] [added: [51](#i4efb2fdf4043403491c41b83b16e1304_100)] | | |

| [Consolidated Statements of [removed: Equity](#i539164ffdf44407ba0efe4f7363e8914_106)] [added: Equity](#i4efb2fdf4043403491c41b83b16e1304_103)] | | | [removed: [51](#i539164ffdf44407ba0efe4f7363e8914_106)] [added: [52](#i4efb2fdf4043403491c41b83b16e1304_103)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i539164ffdf44407ba0efe4f7363e8914_112)] [added: Flows](#i4efb2fdf4043403491c41b83b16e1304_106)] | | | [removed: [52](#i539164ffdf44407ba0efe4f7363e8914_112)] [added: [53](#i4efb2fdf4043403491c41b83b16e1304_106)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i539164ffdf44407ba0efe4f7363e8914_115)] [added: Statements](#i4efb2fdf4043403491c41b83b16e1304_109)] | | | [removed: [53](#i539164ffdf44407ba0efe4f7363e8914_115)] [added: [54](#i4efb2fdf4043403491c41b83b16e1304_109)] | | |

| [Note 1. Basis of [removed: Presentation](#i539164ffdf44407ba0efe4f7363e8914_118)] [added: Presentation](#i4efb2fdf4043403491c41b83b16e1304_112)] | | | [removed: [53](#i539164ffdf44407ba0efe4f7363e8914_118)] [added: [54](#i4efb2fdf4043403491c41b83b16e1304_112)] | | |

| [Note 2. Significant Accounting [removed: Policies](#i539164ffdf44407ba0efe4f7363e8914_121)] [added: Policies](#i4efb2fdf4043403491c41b83b16e1304_115)] | | | [removed: [54](#i539164ffdf44407ba0efe4f7363e8914_121)] [added: [55](#i4efb2fdf4043403491c41b83b16e1304_115)] | | |

| [Note 3. New Accounting [removed: Standards](#i539164ffdf44407ba0efe4f7363e8914_127)] [added: Standards](#i4efb2fdf4043403491c41b83b16e1304_118)] | | | [removed: [59](#i539164ffdf44407ba0efe4f7363e8914_127)] [added: [60](#i4efb2fdf4043403491c41b83b16e1304_118)] | | |

| [Note 4. Acquisitions and [removed: Divestitures](#i539164ffdf44407ba0efe4f7363e8914_130)] [added: Divestitures](#i4efb2fdf4043403491c41b83b16e1304_121)] | | | [removed: [60](#i539164ffdf44407ba0efe4f7363e8914_130)] [added: [60](#i4efb2fdf4043403491c41b83b16e1304_121)] | | |

| [Note 5. Restructuring [removed: Activities](#i539164ffdf44407ba0efe4f7363e8914_133)] [added: Activities](#i4efb2fdf4043403491c41b83b16e1304_124)] | | | [removed: [65](#i539164ffdf44407ba0efe4f7363e8914_133)] [added: [66](#i4efb2fdf4043403491c41b83b16e1304_124)] | | |

| [Note 6. Restricted [removed: Cash](#i539164ffdf44407ba0efe4f7363e8914_136)] [added: Cash](#i4efb2fdf4043403491c41b83b16e1304_127)] | | | [removed: [67](#i539164ffdf44407ba0efe4f7363e8914_136)] [added: [67](#i4efb2fdf4043403491c41b83b16e1304_127)] | | |

| [Note 8. Property, Plant and [removed: Equipment](#i539164ffdf44407ba0efe4f7363e8914_142)] [added: Equipment](#i4efb2fdf4043403491c41b83b16e1304_133)] | | | [removed: [67](#i539164ffdf44407ba0efe4f7363e8914_142)] [added: [68](#i4efb2fdf4043403491c41b83b16e1304_133)] | | |

| [Note 9. Goodwill and Intangible [removed: Assets](#i539164ffdf44407ba0efe4f7363e8914_145)] [added: Assets](#i4efb2fdf4043403491c41b83b16e1304_136)] | | | [removed: [67](#i539164ffdf44407ba0efe4f7363e8914_145)] [added: [68](#i4efb2fdf4043403491c41b83b16e1304_136)] | | |

| [Note 10. Income [removed: Taxes](#i539164ffdf44407ba0efe4f7363e8914_151)] [added: Taxes](#i4efb2fdf4043403491c41b83b16e1304_139)] | | | [removed: [75](#i539164ffdf44407ba0efe4f7363e8914_151)] [added: [74](#i4efb2fdf4043403491c41b83b16e1304_139)] | | |

| [Note 11. Employees’ Stock Incentive [removed: Plans](#i539164ffdf44407ba0efe4f7363e8914_157)] [added: Plans](#i4efb2fdf4043403491c41b83b16e1304_142)] | | | [removed: [77](#i539164ffdf44407ba0efe4f7363e8914_157)] [added: [76](#i4efb2fdf4043403491c41b83b16e1304_142)] | | |

| [PART I](#i4efb2fdf4043403491c41b83b16e1304_13) | | | [1](#i4efb2fdf4043403491c41b83b16e1304_13) | | |

| [PART II](#i4efb2fdf4043403491c41b83b16e1304_40) | | | [22](#i4efb2fdf4043403491c41b83b16e1304_40) | | |

| [Item 6. \[Reserved\].](#i4efb2fdf4043403491c41b83b16e1304_46) | | | [23](#i4efb2fdf4043403491c41b83b16e1304_46) | | |

| [Overview](#i4efb2fdf4043403491c41b83b16e1304_52) | | | [24](#i4efb2fdf4043403491c41b83b16e1304_52) | | |

| [Contingencies](#i4efb2fdf4043403491c41b83b16e1304_67) | | | [40](#i4efb2fdf4043403491c41b83b16e1304_67) | | |

| [Note 7. Inventories](#i4efb2fdf4043403491c41b83b16e1304_130) | | | [68](#i4efb2fdf4043403491c41b83b16e1304_130) | | |

| [Note 15. Financing Arrangements](#i4efb2fdf4043403491c41b83b16e1304_160) | | | [98](#i4efb2fdf4043403491c41b83b16e1304_160) | | |

| [Note 16. Commitments and Contingencies](#i4efb2fdf4043403491c41b83b16e1304_163) | | | [99](#i4efb2fdf4043403491c41b83b16e1304_163) | | |

| [Note 17. Debt](#i4efb2fdf4043403491c41b83b16e1304_166) | | | [100](#i4efb2fdf4043403491c41b83b16e1304_166) | | |

| [Note 18. Leases](#i4efb2fdf4043403491c41b83b16e1304_169) | | | [107](#i4efb2fdf4043403491c41b83b16e1304_169) | | |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.](#i4efb2fdf4043403491c41b83b16e1304_1909) | | | [115](#i4efb2fdf4043403491c41b83b16e1304_1909) | | |

| [PART IV](#i4efb2fdf4043403491c41b83b16e1304_214) | | | [116](#i4efb2fdf4043403491c41b83b16e1304_214) | | |

| [Signatures](#i4efb2fdf4043403491c41b83b16e1304_223) | | | [122](#i4efb2fdf4043403491c41b83b16e1304_223) | | |

| [PART I](#i539164ffdf44407ba0efe4f7363e8914_13) | | | [1](#i539164ffdf44407ba0efe4f7363e8914_13) | | |

| [PART II](#i539164ffdf44407ba0efe4f7363e8914_40) | | | [21](#i539164ffdf44407ba0efe4f7363e8914_40) | | |

| [Item 6. Selected Financial Data.](#i539164ffdf44407ba0efe4f7363e8914_46) | | | [22](#i539164ffdf44407ba0efe4f7363e8914_46) | | |

| [Overview](#i539164ffdf44407ba0efe4f7363e8914_52) | | | [23](#i539164ffdf44407ba0efe4f7363e8914_52) | | |

| [Contingencies](#i539164ffdf44407ba0efe4f7363e8914_67) | | | [34](#i539164ffdf44407ba0efe4f7363e8914_67) | | |

| [Off-Balance Sheet Arrangements and Aggregate Contractual Obligations](#i539164ffdf44407ba0efe4f7363e8914_76) | | | [38](#i539164ffdf44407ba0efe4f7363e8914_76) | | |

| [Equity and Dividends](#i539164ffdf44407ba0efe4f7363e8914_79) | | | [39](#i539164ffdf44407ba0efe4f7363e8914_79) | | |

| [Note 7. Inventories](#i539164ffdf44407ba0efe4f7363e8914_139) | | | [67](#i539164ffdf44407ba0efe4f7363e8914_139) | | |

| [Note 15. Venezuela - Foreign Currency and Inflation](#i539164ffdf44407ba0efe4f7363e8914_175) | | | [99](#i539164ffdf44407ba0efe4f7363e8914_175) | | |

| [Note 16. Financing Arrangements](#i539164ffdf44407ba0efe4f7363e8914_178) | | | [100](#i539164ffdf44407ba0efe4f7363e8914_178) | | |

| [Note 17. Commitments and Contingencies](#i539164ffdf44407ba0efe4f7363e8914_184) | | | [100](#i539164ffdf44407ba0efe4f7363e8914_184) | | |

| [Note 18. Debt](#i539164ffdf44407ba0efe4f7363e8914_187) | | | [102](#i539164ffdf44407ba0efe4f7363e8914_187) | | |

| [Note 19. Leases](#i539164ffdf44407ba0efe4f7363e8914_193) | | | [107](#i539164ffdf44407ba0efe4f7363e8914_193) | | |

| [Note 24. Quarterly Financial Data (Unaudited)](#i539164ffdf44407ba0efe4f7363e8914_211) | | | [113](#i539164ffdf44407ba0efe4f7363e8914_211) | | |

| [PART IV](#i539164ffdf44407ba0efe4f7363e8914_244) | | | [116](#i539164ffdf44407ba0efe4f7363e8914_244) | | |

| [Signatures](#i539164ffdf44407ba0efe4f7363e8914_253) | | | [122](#i539164ffdf44407ba0efe4f7363e8914_253) | | |

As of December [removed: 26, 2020,] [added: 25, 2021,] we operated [removed: 81] [added: 79] manufacturing and processing facilities.

We own [removed: 78] [added: 74] and lease [removed: three] [added: five] of these facilities.

Our manufacturing and processing facilities count by segment as of December [removed: 26, 2020] [added: 25, 2021] was:

| United States | | | [removed: 39] [added: 33] | | | | | | 1 | | |

| International | | | [removed: 38] [added: 40] | | | | | | [removed: 1] [added: 2] | | |

| Canada | | | 1 | | | | | | [removed: 1] [added: 2] | | |

In [removed: the third quarter of 2020,] [added: 2021,] we [removed: announced our plans to divest] [added: divested] certain [removed: of] [added: assets and operations, primarily in] our [added: global] cheese [added: and nuts] businesses, including [removed: three] [added: six] owned manufacturing facilities in the United States.

See Note 4, *Acquisitions and Divestitures*, in Item 8, *Financial Statements and Supplementary Data*, for additional information on [removed: this transaction.][added: our acquisitions and divestitures.]

We also acquired two owned manufacturing facilities and one leased manufacturing facility in our International segment.

Our common stock is listed on The Nasdaq Stock Market LLC [removed: (“Nasdaq”)] [added: (Nasdaq)] under the ticker symbol [removed: “KHC”.][added: “KHC.” At February 12, 2022, there were approximately 42,000 holders of record of our common stock.]

The following graph compares the cumulative total return on our common stock with the cumulative total return of the [removed: Standard & Poor's (“S&P”)] [added: S&P] 500 Index and the S&P Consumer Staples Food and Soft Drink Products, which we consider to be our peer group.

Companies included in the S&P Consumer Staples Food and Soft Drink Products index change periodically and are presented on the basis of the index as it is comprised on December [removed: 26, 2020.][added: 25, 2021.]

This graph covers the five-year period from December [removed: 31, 2015] [added: 30, 2016] (the last trading day of our fiscal year [removed: 2015)] [added: 2016)] through December [removed: 24, 2020] [added: 23, 2021] (the last trading day of our fiscal year [removed: 2020).][added: 2021).]

The graph shows total shareholder return assuming $100 was invested on December [removed: 31, 2015] [added: 30, 2016] and the dividends were reinvested on a daily basis.

[removed: ][added: ]

| December [removed: 31, 2015] [added: 30, 2016] | | | $ | 100.00 | | | | | $ | 100.00 | | | | | $ | 100.00 | |

Issuer Purchases of Equity Securities During the Three Months Ended December [removed: 26, 2020][added: 25, 2021]

Our share repurchase activity in the three months ended December [removed: 26, 2020] [added: 25, 2021] was:

(a) [removed: Composed of the following types of share repurchase activity, when they occur:] [added: Includes] (1) shares repurchased [removed: in connection with] [added: to offset] the [added: dilutive effect of the] exercise of stock options [removed: (including periodic repurchases] using option exercise [removed: proceeds),] [added: proceeds and the vesting restricted stock units (“RSUs”) and performance share units (“PSUs”) and] (2) shares withheld for tax liabilities associated with the vesting [removed: restricted stock units (“RSUs”), and (3) shares repurchased related to employee benefit programs (including our annual bonus swap program) or to offset the dilutive effect] of [removed: equity issuances.][added: RSUs and PSUs.]

| December 29, 2017 | | | 91.60 | | | | | | 121.83 | | | | | | 111.74 | | |

| December 28, 2018 | | | 53.54 | | | | | | 115.49 | | | | | | 106.04 | | |

| December 27, 2019 | | | 41.08 | | | | | | 153.57 | | | | | | 137.25 | | |

| December 24, 2020 | | | 48.08 | | | | | | 178.76 | | | | | | 143.96 | | |

| December 23, 2021 | | | 50.53 | | | | | | 231.39 | | | | | | 163.58 | | |

| 9/26/2021 — 10/30/2021 | | | | | | 1,888,532 | | | | | | $ | 36.85 | | | | | — | | | | | | $ | — | |

| 10/31/2021 — 11/27/2021 | | | | | | 1,421,051 | | | | | | 36.97 | | | | | | — | | | | | | — | | |

| 11/28/2021 — 12/25/2021 | | | | | | 53,208 | | | | | | 34.56 | | | | | | — | | | | | | — | | |

| Total | | | | | | 3,362,791 | | | | | | | | | | | | — | | | | | | | | |

At February 13, 2021, there were approximately 45,000 holders of record of our common stock.

| December 30, 2016 | | | 123.44 | | | | | | 111.96 | | | | | | 104.30 | | |

| December 29, 2017 | | | 113.07 | | | | | | 136.40 | | | | | | 116.50 | | |

| December 28, 2018 | | | 66.09 | | | | | | 129.44 | | | | | | 110.56 | | |

| December 27, 2019 | | | 50.70 | | | | | | 171.94 | | | | | | 143.07 | | |

| December 24, 2020 | | | 59.35 | | | | | | 200.14 | | | | | | 150.06 | | |

| 9/27/2020 — 10/31/2020 | | | | | | 7,843 | | | | | | $ | 31.93 | | | | | — | | | | | | $ | — | |

| 11/1/2020 — 11/28/2020 | | | | | | 6,456 | | | | | | 31.75 | | | | | | — | | | | | | — | | |

| 11/29/2020 — 12/26/2020 | | | | | | 77,307 | | | | | | 33.81 | | | | | | — | | | | | | — | | |

| Total | | | | | | 91,606 | | | | | | | | | | | | — | | | | | | | | |

The following table presents selected consolidated financial data for the last five fiscal years.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | December 26, 2020 (52 weeks) | | | | | | December 28, 2019 (52 weeks) | | | | | | December 29, 2018 (52 weeks) | | | | | | December 30, 2017 (52 weeks) | | | | | | December 31, 2016 (52 weeks) | | |

| | | | (in millions, except per share data) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Period Ended: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net sales | | | $ | 26,185 | | | | | $ | 24,977 | | | | | $ | 26,268 | | | | | $ | 26,076 | | | | | $ | 26,300 | |

| Income/(loss)(a)(b)(c)(d) | | | 361 | | | | | | 1,933 | | | | | | (10,254) | | | | | | 10,932 | | | | | | 3,606 | | |

| Income/(loss) attributable to common shareholders(a)(b)(c)(d) | | | 356 | | | | | | 1,935 | | | | | | (10,192) | | | | | | 10,941 | | | | | | 3,416 | | |

| Income/(loss) per common share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic(a)(b)(c)(d) | | | $ | 0.29 | | | | | $ | 1.59 | | | | | $ | (8.36) | | | | | $ | 8.98 | | | | | $ | 2.81 | |

| Diluted(a)(b)(c)(d) | | | 0.29 | | | | | | 1.58 | | | | | | (8.36) | | | | | | 8.91 | | | | | | 2.78 | | |

| | | | December 26, 2020 | | | | | | December 28, 2019 | | | | | | December 29, 2018 | | | | | | December 30, 2017 | | | | | | December 31, 2016 | | |

| As of: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total assets(b) | | | $ | 99,830 | | | | | $ | 101,450 | | | | | $ | 103,461 | | | | | $ | 120,092 | | | | | $ | 120,617 | |

| Long-term debt(e) | | | 28,070 | | | | | | 28,216 | | | | | | 30,770 | | | | | | 28,308 | | | | | | 29,712 | | |

| Cash dividends per common share | | | $ | 1.60 | | | | | $ | 1.60 | | | | | $ | 2.50 | | | | | $ | 2.45 | | | | | $ | 2.35 | |

(a) The increases in income/(loss), income/(loss) attributable to common shareholders, and basic and diluted income/(loss) per common share in 2017 compared to 2016 were primarily driven by the Tax Cuts and Jobs Act (“U.S. Tax Reform”), which was enacted in December 2017.

See Note 10, *Income Taxes*, in Item 8, *Financial Statements and Supplementary Data*, in our Annual Report on Form 10-K for the year ended December 28, 2019 for additional information.

(b) The decreases in income/(loss), income/(loss) attributable to common shareholders, and basic and diluted income/(loss) per common share in 2018 compared to 2017, and the decrease in total assets from December 30, 2017 to December 29, 2018, were primarily driven by non-cash impairment losses in 2018.

See Note 9, *Goodwill and Intangible Assets,* in Item 8, *Financial Statements and Supplementary Data*, in our Annual Report on Form 10-K for the year ended December 28, 2019 for additional information.

(c) The increases in income/(loss), income/(loss) attributable to common shareholders, and basic and diluted income/(loss) per common share in 2019 compared to 2018 were primarily driven by lower non-cash impairment losses in 2019.

See Note 9, *Goodwill and Intangible Assets,* in Item 8, *Financial Statements and Supplementary Data*, for additional information.

(d) The decreases in income/(loss), income/(loss) attributable to common shareholders, and basic and diluted income/(loss) per common share in 2020 compared to 2019 were primarily driven by higher non-cash impairment losses in 2020.

(e) Amounts exclude the current portion of long-term debt.

To the Board of Directors and [removed: Shareholders] [added: Stockholders] of The Kraft Heinz Company

We have audited the accompanying consolidated balance sheets of The Kraft Heinz Company and its subsidiaries (the “Company”) as of December [removed: 26, 2020] [added: 25, 2021] and December [removed: 28, 2019,] [added: 26, 2020,] and the related consolidated statements of income, of comprehensive income, of equity and of cash flows for each of the three years in the period ended December [removed: 26, 2020,] [added: 25, 2021,] including the related notes and financial statement schedule listed in the index appearing under Item 15(a) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December [removed: 26, 2020,] [added: 25, 2021,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December [removed: 26, 2020] [added: 25, 2021] and December [removed: 28, 2019,] [added: 26, 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December [removed: 26, 2020] [added: 25, 2021] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December [removed: 26, 2020,] [added: 25, 2021,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the [added: company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.]

As described in Notes 2 and 9 to the consolidated financial statements, the Company’s consolidated goodwill balance was [removed: $33.1] [added: $31.3] billion as of December [removed: 26, 2020.][added: 25, 2021.]

Management recognized non-cash impairment losses of [removed: $2.3] [added: $1.3] billion for the year ended December [removed: 26, 2020.][added: 25, 2021.]

Management [removed: generally] utilizes the discounted cash flow method under the income approach to estimate the fair value of reporting units.

As disclosed by management, management’s cash flow projections included significant [removed: judgments and] assumptions related to net sales, cost of products sold, selling, [removed: general] [added: general,] and administrative costs (SG&A), depreciation and amortization, working capital, capital expenditures, income tax rates, discount rates, long-term growth rates, and other market factors.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessments is a critical audit matter are (i) the significant judgment by management when developing the fair value [removed: measurements] of the reporting units; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to net sales, cost of products sold, SG&A, discount [removed: rates] [added: rates,] and long-term growth rates; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures also included, among others (i) testing management’s process for developing the fair value [removed: estimates;] [added: of the reporting units;] (ii) evaluating the appropriateness of the discounted cash flow method; (iii) testing the completeness and accuracy of underlying data used in the [removed: fair value estimates] [added: method;] and (iv) evaluating the significant assumptions related to net sales, cost of products sold, SG&A, discount rates and long-term growth rates.

*Indefinite-Lived Intangible Assets Impairment [removed: Assessment*][added: Assessments*]

As described in Notes 2 and 9 to the consolidated financial statements, the Company’s consolidated indefinite-lived intangible assets balance, which consists primarily of individual brands, was [removed: $42.3] [added: $39.4] billion as of December [removed: 26, 2020.][added: 25, 2021.]

Management recognized non-cash impairment losses of [removed: $1.1 billion] [added: $318 million] for the year ended December [removed: 26, 2020.][added: 25, 2021.]

Using the excess earnings method, management’s cash flow projections included significant [removed: judgments and] assumptions relating to net sales, cost of products sold, SG&A, contributory asset charges, income tax considerations, [removed: long-][added: long-term growth rates, discount rates, and other market factors.]

Using the relief from royalty method, management’s cash flow projections included significant [removed: judgments and] assumptions related to net sales, royalty rates, income tax considerations, long-term growth rates, discount rates, and other market factors.

The principal considerations for our determination that performing procedures relating to the indefinite-lived intangible assets impairment assessment is a critical audit matter are (i) the significant judgment by management when developing the fair value [removed: measurements] of the brands; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to net sales, cost of products sold, SG&A, long-term growth rates and discount rates for the excess earnings method and net sales, royalty rates, long-term growth rates and discount rates for the relief from royalty method; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures also included, among others (i) testing management’s process for developing the fair value [removed: estimates;] [added: of the brands;] (ii) evaluating the appropriateness of the excess earnings and relief from royalty methods; (iii) testing the completeness and accuracy of underlying data used in the [removed: fair value estimates;] [added: methods;] and (iv) evaluating the significant assumptions used by management related to net sales, cost of products sold, SG&A, long-term growth rates and discount rates for the excess earnings method and net sales, royalty rates, long-term growth rates and discount rates for the relief from royalty method.

Professionals with specialized skill and knowledge were used to assist in the evaluation of (i) the Company’s excess earnings and relief from royalty methods and (ii) the royalty [removed: rate,] [added: rate for the relief from royalty method and] long-term growth rate and discount rate [removed: assumptions.][added: assumptions for the excess earnings method and relief from royalty method.]

| | | | December [removed: 26, 2020] [added: 25, 2021] | | | | | | December [removed: 28, 2019] [added: 26, 2020] | | | | | | December [removed: 29, 2018] [added: 28, 2019] | | |

| Net sales | | | $ | [removed: 26,185] [added: 26,042] | | | | | $ | [removed: 24,977] [added: 26,185] | | | | | $ | [removed: 26,268] [added: 24,977] | |

| Cost of products sold | | | [removed: 17,008] [added: 17,360] | | | | | | [removed: 16,830] [added: 17,008] | | | | | | [removed: 17,347] [added: 16,830] | | |

| Gross profit | | | [removed: 9,177] [added: 8,682] | | | | | | [removed: 8,147] [added: 9,177] | | | | | | [removed: 8,921] [added: 8,147] | | |

| Selling, general and administrative expenses, excluding impairment losses | | | [removed: 3,650] [added: 3,588] | | | | | | [removed: 3,178] [added: 3,650] | | | | | | [removed: 3,190] [added: 3,178] | | |

| Goodwill impairment losses | | | [removed: 2,343] [added: 318] | | | | | | [removed: 1,197] [added: 2,343] | | | | | | [removed: 7,008] [added: 1,197] | | |

| Intangible asset impairment losses | | | [removed: 1,056] [added: 1,316] | | | | | | [removed: 702] [added: 1,056] | | | | | | [removed: 8,928] [added: 702] | | |

| Selling, general and administrative expenses | | | [removed: 7,049] [added: 5,222] | | | | | | [removed: 5,077] [added: 7,049] | | | | | | [removed: 19,126] [added: 5,077] | | |

| Operating income/(loss) | | | [removed: 2,128] [added: 3,460] | | | | | | [removed: 3,070] [added: 2,128] | | | | | | [removed: (10,205)] [added: 3,070] | | |

| Interest expense | | | [removed: 1,394] [added: 2,047] | | | | | | [removed: 1,361] [added: 1,394] | | | | | | [removed: 1,284] [added: 1,361] | | |

| Other expense/(income) | | | [removed: (296)] [added: (295)] | | | | | | [removed: (952)] [added: (296)] | | | | | | [removed: (168)] [added: (952)] | | |

| Income/(loss) before income taxes | | | [removed: 1,030] [added: 1,708] | | | | | | [removed: 2,661] [added: 1,030] | | | | | | [removed: (11,321)] [added: 2,661] | | |

| Provision for/(benefit from) income taxes | | | [removed: 669] [added: 684] | | | | | | [removed: 728] [added: 669] | | | | | | [removed: (1,067)] [added: 728] | | |

| Net income/(loss) | | | [removed: 361] [added: 1,024] | | | | | | [removed: 1,933] [added: 361] | | | | | | [removed: (10,254)] [added: 1,933] | | |

| Net income/(loss) attributable to noncontrolling interest | | | [removed: 5] [added: 12] | | | | | | [removed: (2)] [added: 5] | | | | | | [removed: (62)] [added: (2)] | | |

| Net income/(loss) attributable to common shareholders | | | $ | [removed: 356] [added: 1,012] | | | | | $ | [removed: 1,935] [added: 356] | | | | | $ | [removed: (10,192)] [added: 1,935] | |

| Basic earnings/(loss) | | | $ | [removed: 0.29] [added: 0.83] | | | | | $ | [removed: 1.59] [added: 0.29] | | | | | $ | [removed: (8.36)] [added: 1.59] | |

| Diluted earnings/(loss) | | | [removed: 0.29] [added: 0.82] | | | | | | [removed: 1.58] [added: 0.29] | | | | | | [removed: (8.36)] [added: 1.58] | | |

| Net income/(loss) | | | $ | [removed: 361] [added: 1,024] | | | | | $ | [removed: 1,933] [added: 361] | | | | | $ | [removed: (10,254)] [added: 1,933] | |

| Foreign currency translation adjustments | | | [removed: 327] [added: (236)] | | | | | | [removed: 246] [added: 327] | | | | | | [removed: (1,187)] [added: 246] | | |

February 17, 2022

| | | | December 25, 2021 | | | | | | December 26, 2020 | | |

| Inventories | | | 2,729 | | | | | | 2,773 | | |

| Prepaid expenses | | | 136 | | | | | | 132 | | |

| Income taxes payable | | | 541 | | | | | | 114 | | |

| Long-term deferred income | | | 1,534 | | | | | | 6 | | |

| Balance at December 25, 2021 | | | $ | 12 | | | | | $ | 53,379 | | | | | $ | (1,682) | | | | | $ | (1,824) | | | | | $ | (587) | | | | | $ | 150 | | | | | $ | 49,448 | |

| Net income/(loss) | | | $ | 1,024 | | | | | $ | 361 | | | | | $ | 1,933 | |

| Divestiture-related license income | | | (4) | | | | | | — | | | | | | — | | |

| Proceeds from sale of license | | | 1,587 | | | | | | — | | | | | | — | | |

| Loss on extinguishment of debt | | | 917 | | | | | | 124 | | | | | | 98 | | |

| Inventories | | | (144) | | | | | | (249) | | | | | | (307) | | |

During the fourth quarter of 2021, certain organizational changes were announced that will impact our future internal reporting and reportable segments.

As a result of these changes, we plan to combine our United States and Canada zones to form the North America zone, and expect to have two reportable segments, North America and International.

We expect that any change to our reportable segments will be effective in the second quarter of 2022.

The ongoing spread of COVID-19 throughout the United States and internationally, as well as measures implemented by governmental authorities and private businesses in an attempt to minimize transmission of the virus (including social distancing mandates, shelter-in-place orders, vaccine mandates, and business restrictions and shutdowns) and consumer responses to such measures and the pandemic have had and continue to have negative and positive implications for portions of our business.

Though many areas have relaxed restrictions, varying levels remain throughout the world, are continuously evolving, and may be increased, including as a result of further outbreaks, resurgences, or the emergence of new variants.

In the first quarter of 2021, we reclassified certain balances, which were previously reported in prepaid expenses, to inventories on our consolidated balance sheets.

Certain financial statement line items in our consolidated balance sheet at December 26, 2020 and our consolidated statement of cash flows for the years ended December 26, 2020 and December 28, 2019 were adjusted, as necessary, to reflect these reclassifications.

See Note 7, *Inventories*, for additional information.

In 2021, we updated our definition of advertising expenses to reflect a more comprehensive view of costs that promote our brands to create or stimulate a desire to buy our products.

Our definition of advertising expenses now includes advertising production costs, in-store advertising costs, agency fees, brand promotions and events, and sponsorships, in addition to costs to obtain advertising in television, radio, print, digital, and social channels.

We recorded advertising expenses of $1,039 million in 2021, $1,070 million in 2020, and $976 million in 2019.

We also incur market research costs, which are recorded in SG&A but are excluded from advertising expenses.

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers:

In October 2021, the FASB issued ASU 2021-08 to amend the accounting for contract assets and contract liabilities acquired in a business combination under ASC 805, *Business Combinations*.

The guidance requires entities engaged in a business combination to recognize and measure contract assets acquired and contract liabilities assumed in accordance with ASC 606, *Revenue from Contracts with Customers*, rather than at fair value on the acquisition date.

The amendments also apply to other contracts such as contract liabilities arising from nonfinancial assets under ASC 610-20, *Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets*.

Early adoption is permitted, including in an interim period.

We currently expect to adopt ASU 2021-08 in the first quarter of 2023 on a prospective basis.

Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting:

In March 2020, the FASB issued ASU 2020-04 to provide temporary optional expedients and exceptions to the U.S. GAAP guidance for accounting for contracts, hedging relationships, and other transactions affected by the transition from discontinued reference rates, such as the London Interbank Offered Rate (LIBOR), to alternative reference rates.

The new accounting requirements can be applied from March 12, 2020 through December 31, 2022.

While we currently do not expect this new guidance to have a significant impact on our financial statements or related disclosures, we continue to evaluate our contracts and the optional expedients provided by the new standard.

Assan Foods Acquisition:

On October 1, 2021 (the “Assan Foods Acquisition Date”), we acquired all of the outstanding equity interests in Assan Gıda Sanayi ve Ticaret A.Ş.

(“Assan Foods”), a condiments and sauces manufacturer based in Turkey, from third parties Kibar Holding Anonim Şirketi and a holder of registered shares of Assan Foods (the “Assan Foods Acquisition”).

Total consideration related to the Assan Foods Acquisition was approximately $79 million, including cash consideration of $70 million and contingent consideration of approximately $9 million.

The purchase price allocation for the Assan Foods Acquisition is preliminary and subject to adjustment.

The fair value estimates of the assets acquired are subject to adjustment during the measurement period (up to one year from the Assan Foods Acquisition Date).

*Change in Accounting Principle*

As discussed in Note 19 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.

company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

term growth rates, discount rates, and other market factors.

February 17, 2021

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Inventories | | | 2,554 | | | | | | 2,721 | | |

| Prepaid expenses | | | 351 | | | | | | 384 | | |

| Balance at December 30, 2017 | | | $ | 12 | | | | | $ | 58,634 | | | | | $ | 8,495 | | | | | $ | (1,054) | | | | | $ | (224) | | | | | $ | 207 | | | | | $ | 66,070 | |

| Cumulative effect of accounting standards adopted in the period | | | — | | | | | | — | | | | | | (97) | | | | | | — | | | | | | — | | | | | | — | | | | | | (97) | | |

| Inventories | | | (266) | | | | | | (277) | | | | | | (251) | | |

| Cash receipts on sold receivables | | | — | | | | | | — | | | | | | 1,296 | | |

| NON-CASH INVESTING ACTIVITIES: | | | | | | | | | | | | | | | | | |

| Beneficial interest obtained in exchange for securitized trade receivables | | | $ | — | | | | | $ | — | | | | | $ | 938 | |

In the first quarter of 2020, our internal reporting and reportable segments changed.

We moved our Puerto Rico business from the Latin America zone to the United States zone to consolidate and streamline the management of our product categories and supply chain.

We also combined our Europe, Middle East, and Africa (“EMEA”), Latin America, and Asia Pacific (“APAC”) zones to form the International zone as a result of certain previously announced organizational changes.

In December 2019, an outbreak of illness caused by a novel coronavirus called COVID-19 (“COVID-19”) was identified in Wuhan, China.

On January 31, 2020, the United States declared a public health emergency related to COVID-19 and, on March 11, 2020, the World Health Organization declared that the spread of COVID-19 qualified as a global pandemic.

In an attempt to minimize transmission of COVID-19, significant social and economic restrictions have been imposed in the United States and abroad.

Though various areas have begun relaxing such precautions, varying levels of restrictions remain in many places and may be increased.

These restrictions, while necessary and important for public health, have negative and positive implications for portions of our business and the U.S. and global economies.

We recorded advertising expenses of $646 million in 2020, $534 million in 2019, and $584 million in 2018, which represented costs to obtain physical advertisement spots in television, radio, print, digital, and social channels.

We also incur other advertising and marketing costs such as shopper marketing, sponsorships, and agency advertisement conception, design, and public relations fees.

Total advertising and marketing costs were $1.2 billion in 2020 and $1.1 billion in both 2019 and 2018.

Measurement of Current Expected Credit Losses:

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-13 to update the methodology used to measure current expected credit losses (“CECL”).

This ASU applies to financial assets measured at amortized cost, including loans, held-to-maturity debt securities, net investments in leases, and trade accounts receivable as well as certain off-balance sheet credit exposures, such as loan commitments.

This ASU replaces the current incurred loss impairment methodology with a methodology to reflect CECL and requires consideration of a broader range of reasonable and supportable information to explain credit loss estimates.

The guidance must be adopted using a modified retrospective transition method through a cumulative-effect adjustment to retained earnings/(deficit) in the period of adoption.

We adopted this ASU and guidance on our first day of 2020 and, based on the insignificant impact of this ASU on our financial statements, a cumulative-effect adjustment to retained earnings/(deficit) was not deemed necessary.

Fair Value Measurement Disclosures:

In August 2018, the FASB issued ASU 2018-13 related to fair value measurement disclosures.

This ASU removes the requirement to disclose the amount of and reasons for transfers between Levels 1 and 2 of the fair value hierarchy, the policy for determining that a transfer has occurred, and valuation processes for Level 3 fair value measurements.

Additionally, this ASU modifies the disclosures related to the measurement uncertainty for recurring Level 3 fair value measurements (by removing the requirement to disclose sensitivity to future changes) and the timing of liquidation of investee assets (by removing the timing requirement in certain instances).

The guidance also requires new disclosures for Level 3 financial assets and liabilities, including the amount and location of unrealized gains and losses recognized in other comprehensive income/(loss) and additional information related to significant unobservable inputs used in determining Level 3 fair value measurements.

Early adoption of the guidance in whole was permitted.

Alternatively, companies could have early adopted the portions of the guidance that removed or modified disclosures and delayed adoption of the additional disclosures until their effective date.

Certain of the amendments in this ASU must be applied prospectively upon adoption, while other amendments must be applied retrospectively upon adoption.

We elected to early adopt the provisions related to removing disclosures in the fourth quarter of 2018 on a retrospective basis.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December [removed: 26, 2020.][added: 25, 2021.]

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as of December [removed: 26, 2020,] [added: 25, 2021,] were effective and provided reasonable assurance that the information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

Our Chief Executive Officer and Chief Financial Officer, with other members of management, evaluated the changes in our internal control over financial reporting during the quarter ended December [removed: 26, 2020.][added: 25, 2021.]

We determined that there were no changes in our internal control over financial reporting during the quarter ended December [removed: 26, 2020] [added: 25, 2021] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December [removed: 26, 2020] [added: 25, 2021] based on the framework described in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this evaluation, our management concluded that we maintained effective internal control over financial reporting as of December [removed: 26, 2020.][added: 25, 2021.]

PricewaterhouseCoopers LLP, an independent registered public accounting firm that audited the consolidated financial statements included in this Annual Report on Form 10-K, has also audited the effectiveness of our internal control over financial reporting as of December [removed: 26, 2020,] [added: 25, 2021,] as stated in their report which appears herein under Item 8, *Financial Statements and Supplementary Data*.

PART III

None.

PART III

Information required by this Item 10 is included under the caption “Information about our Executive Officers” contained in Item 1, *Business*, of this report and under the headings [removed: “Proposal 1 — Election] [added: *Proposal 1.* *Election] of [removed: Directors,” “Corporate] [added: Directors, Corporate] Governance and Board [removed: Matters — Codes of Conduct — Employee Code] [added: Matters—Codes] of [removed: Conduct,” “Beneficial] [added: Conduct*, *Beneficial] Ownership of Kraft Heinz [removed: Stock — Delinquent] [added: Stock—Delinquent] Section 16(a) [removed: Reports,” “Board] [added: Reports*, *Board] Committees and [removed: Membership — Committee] [added: Membership—Committee] Structure and [removed: Membership,”] [added: Membership*,] and [removed: “Other Information — Stockholder Proposals”] [added: *Other Information—Stockholder Proposals*] in our definitive Proxy Statement for our Annual Meeting of Stockholders scheduled to be held on May [removed: 6, 2021 (“2021] [added: 5, 2022 (“2022] Proxy Statement”).

Information required by this Item 11 is included under the headings [removed: “Board] [added: *Board] Committees and [removed: Membership — Compensation Committee — Compensation] [added: Membership—Compensation Committee—Compensation] Committee Interlocks and Insider [removed: Participation,” “Director Compensation,” “Compensation] [added: Participation*, *Director Compensation*, *Compensation] Discussion and [removed: Analysis,” “Executive] [added: Analysis*, *Executive] Compensation [removed: Tables,”] [added: Tables*,] and [removed: “Pay] [added: *Pay] Ratio [removed: Disclosure”] [added: Disclosure*] in our [removed: 2021] [added: 2022] Proxy Statement.

The number of shares to be issued upon exercise or vesting of awards issued under, and the number of shares remaining available for future issuance under our equity compensation plans at December [removed: 26, 2020] [added: 25, 2021] were:

(1) Includes the vesting of [removed: RSUs.][added: RSUs and PSUs.]

Information related to the security ownership of certain beneficial owners and management is included under the heading [removed: “Beneficial] [added: *Beneficial] Ownership of Kraft Heinz [removed: Stock”] [added: Stock*] in our [removed: 2021] [added: 2022] Proxy Statement.

| Equity compensation plans approved by security holders | | | 29,577,435 | | | | | | $ | 45.43 | | | | | 25,590,076 | | |

| Total | | | 29,577,435 | | | | | | | | | | | | 25,590,076 | | |

| Equity compensation plans approved by security holders | | | 35,497,297 | | | | | | $ | 43.71 | | | | | 30,363,281 | | |

| Total | | | 35,497,297 | | | | | | | | | | | | 30,363,281 | | |

Information required by this Item 13 is included under the heading [removed: “Corporate] [added: *Corporate] Governance and Board [removed: Matters — Related] [added: Matters—Related] Person [removed: Transactions”] [added: Transactions*] in our [removed: 2021] [added: 2022] Proxy Statement.

[removed: Information required by this Item 14 is included under the headings “Proposal 3 —] Ratification of the Selection of Independent [removed: Auditors — Independent Auditors’ Fees and Services” and “Proposal 3 — Ratification of the Selection of Independent Auditors — Pre-Approval Policy”] [added: Auditors—Pre-Approval Policy*] in our [removed: 2021] [added: 2022] Proxy Statement.

Information required by this Item 14 is included under the headings *Proposal 4.

Ratification of the Selection of Independent Auditors—Independent Auditors’ Fees and Services* and *Proposal 4.

| [Report of Independent Registered Public Accounting [removed: Firm](#i539164ffdf44407ba0efe4f7363e8914_91)] [added: Firm](#i4efb2fdf4043403491c41b83b16e1304_91) (PCAOB ID 238)] | | | [removed: [45](#i539164ffdf44407ba0efe4f7363e8914_91)] [added: [46](#i4efb2fdf4043403491c41b83b16e1304_91)] | | |

| [Consolidated Statements of Income for the Years Ended December [added: 25, 2021, December] 26, 2020, [removed: December 28, 2019,] and December [removed: 29, 2018](#i539164ffdf44407ba0efe4f7363e8914_94)] [added: 28, 2019](#i4efb2fdf4043403491c41b83b16e1304_94)] | | | [removed: [48](#i539164ffdf44407ba0efe4f7363e8914_94)] [added: [49](#i4efb2fdf4043403491c41b83b16e1304_94)] | | |

| [Consolidated Statements of Comprehensive Income for the Years Ended December [added: 25, 2021, December] 26, 2020, [removed: December 28, 2019,] and December [removed: 29, 2018](#i539164ffdf44407ba0efe4f7363e8914_97)] [added: 28, 2019](#i4efb2fdf4043403491c41b83b16e1304_97)] | | | [removed: [49](#i539164ffdf44407ba0efe4f7363e8914_97)] [added: [50](#i4efb2fdf4043403491c41b83b16e1304_97)] | | |

| [Consolidated Balance Sheets at December [removed: 26, 2020] [added: 25, 2021] and December [removed: 28, 2019](#i539164ffdf44407ba0efe4f7363e8914_100)] [added: 26, 2020](#i4efb2fdf4043403491c41b83b16e1304_100)] | | | [removed: [50](#i539164ffdf44407ba0efe4f7363e8914_100)] [added: [51](#i4efb2fdf4043403491c41b83b16e1304_100)] | | |

| [Consolidated Statements of Equity for the Years Ended December [added: 25, 2021, December] 26, 2020, [removed: December 28, 2019,] and December [removed: 29, 2018](#i539164ffdf44407ba0efe4f7363e8914_106)] [added: 28, 2019](#i4efb2fdf4043403491c41b83b16e1304_103)] | | | [removed: [51](#i539164ffdf44407ba0efe4f7363e8914_106)] [added: [52](#i4efb2fdf4043403491c41b83b16e1304_103)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December [added: 25, 2021, December] 26, 2020, [removed: December 28, 2019,] and December [removed: 29, 2018](#i539164ffdf44407ba0efe4f7363e8914_112)] [added: 28, 2019](#i4efb2fdf4043403491c41b83b16e1304_106)] | | | [removed: [52](#i539164ffdf44407ba0efe4f7363e8914_112)] [added: [53](#i4efb2fdf4043403491c41b83b16e1304_106)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i539164ffdf44407ba0efe4f7363e8914_115)] [added: Statements](#i4efb2fdf4043403491c41b83b16e1304_109)] | | | [removed: [53](#i539164ffdf44407ba0efe4f7363e8914_115)] [added: [54](#i4efb2fdf4043403491c41b83b16e1304_109)] | | |

| [Financial Statement Schedule - Valuation and Qualifying Accounts for the Years Ended December [added: 25, 2021, December] 26, 2020, [removed: December 28, 2019,] and December [removed: 29, 2018](#i539164ffdf44407ba0efe4f7363e8914_256)] [added: 28, 2019](#i4efb2fdf4043403491c41b83b16e1304_226)] | | | [removed: S-[1](#i539164ffdf44407ba0efe4f7363e8914_256)] [added: S-[1](#i4efb2fdf4043403491c41b83b16e1304_226)] | | |

| 2.3 | | | | | | [Master Ownership and License Agreement Regarding Patents, Trade Secrets and Related Intellectual Property, effective October 1, 2012, between Kraft Foods Global Brands LLC, Kraft Foods Group Brands LLC, Kraft Foods UK [removed: Ltd.](http://www.sec.gov/Archives/edgar/data/1545158/000119312512489626/d416765dex23.htm)[,](http://www.sec.gov/Archives/edgar/data/1545158/000119312512489626/d416765dex23.htm) [and] [added: Ltd., and] Kraft Foods R&D Inc. (incorporated by reference to Exhibit 2.3 of Amendment No. 2 to Kraft Foods Group, Inc.’s Registration Statement on Form S-4 (File No. 333-184314), filed on December 4, 2012).](http://www.sec.gov/Archives/edgar/data/1545158/000119312512489626/d416765dex23.htm) | | |

| 2.5 | | | | | | [Agreement and Plan of Merger, [removed: dated](http://www.sec.gov/Archives/edgar/data/1637459/000119312515126301/d898418ds4.htm#rom898418_101) [March] [added: dated March] 24, [removed: 2015,](http://www.sec.gov/Archives/edgar/data/1637459/000119312515126301/d898418ds4.htm#rom898418_101) [among] [added: 2015, among] H.J. Heinz Holding Corporation, Kite Merger Sub Corp., Kite Merger Sub [removed: LLC](http://www.sec.gov/Archives/edgar/data/1637459/000119312515126301/d898418ds4.htm#rom898418_101)[,](http://www.sec.gov/Archives/edgar/data/1637459/000119312515126301/d898418ds4.htm#rom898418_101) [and] [added: LLC, and] Kraft Foods Group, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Registration Statement on Form S-4 (File No. 333-203364), filed on April 10, 2015).](http://www.sec.gov/Archives/edgar/data/1637459/000119312515126301/d898418ds4.htm#rom898418_101) | | |

| 2.6 | | | | | | [First Amendment to the Master Ownership and License Agreement Regarding Trademarks and Related Intellectual [removed: Property,](http://www.sec.gov/Archives/edgar/data/1545158/000154515815000082/krft10-qq12015exx22.htm) [effective] [added: Property, effective] July 15, [removed: 2013,](http://www.sec.gov/Archives/edgar/data/1545158/000154515815000082/krft10-qq12015exx22.htm) [](http://www.sec.gov/Archives/edgar/data/1545158/000154515815000082/krft10-qq12015exx22.htm)[between] [added: 2013, between] Intercontinental Great Brands LLC [removed: and](http://www.sec.gov/Archives/edgar/data/1545158/000154515815000082/krft10-qq12015exx22.htm) [G](http://www.sec.gov/Archives/edgar/data/1545158/000154515815000082/krft10-qq12015exx22.htm)[roceryCo IP](http://www.sec.gov/Archives/edgar/data/1545158/000154515815000082/krft10-qq12015exx22.htm)[Co Foods](http://www.sec.gov/Archives/edgar/data/1545158/000154515815000082/krft10-qq12015exx22.htm) [Group] [added: and GroceryCo IPCo Foods Group] Brands [removed: LLC](http://www.sec.gov/Archives/edgar/data/1545158/000154515815000082/krft10-qq12015exx22.htm) [(incorporated] [added: LLC (incorporated] by reference to Exhibit 2.2 of Kraft Foods Group, Inc.’s Quarterly Report on Form [removed: 10-Q](http://www.sec.gov/Archives/edgar/data/1545158/000154515815000082/krft10-qq12015exx22.htm) [for] [added: 10-Q for] the quarterly period ended March 28, [removed: 2015](http://www.sec.gov/Archives/edgar/data/1545158/000154515815000082/krft10-qq12015exx22.htm) [(File No.](http://www.sec.gov/Archives/edgar/data/1545158/000154515815000082/krft10-qq12015exx22.htm) [00](http://www.sec.gov/Archives/edgar/data/1545158/000154515815000082/krft10-qq12015exx22.htm)[1-35491),] [added: 2015 (File No. 001-35491),] filed on April 28, 2015).](http://www.sec.gov/Archives/edgar/data/1545158/000154515815000082/krft10-qq12015exx22.htm) | | |

| 2.7 | | | | | | [Second Amendment to the Master Ownership and License Agreement Regarding Trademarks and Related Intellectual [removed: Property,](http://www.sec.gov/Archives/edgar/data/1545158/000154515815000082/krft10-qq12015exx23.htm) [effective] [added: Property, effective] October 1, [removed: 2014,](http://www.sec.gov/Archives/edgar/data/1545158/000154515815000082/krft10-qq12015exx23.htm) [between](http://www.sec.gov/Archives/edgar/data/1545158/000154515815000082/krft10-qq12015exx23.htm) [Kraft] [added: 2014, between Kraft] Foods Group Brands LLC [removed: and](http://www.sec.gov/Archives/edgar/data/1545158/000154515815000082/krft10-qq12015exx23.htm) [Intercontinental] [added: and Intercontinental] Great Brands [removed: LLC](http://www.sec.gov/Archives/edgar/data/1545158/000154515815000082/krft10-qq12015exx23.htm) [(incorporated] [added: LLC (incorporated] by reference to Exhibit 2.3 of Kraft Foods Group, Inc.’s Quarterly Report on Form [removed: 10-Q](http://www.sec.gov/Archives/edgar/data/1545158/000154515815000082/krft10-qq12015exx23.htm) [for] [added: 10-Q for] the quarterly period ended March 28, [removed: 2015](http://www.sec.gov/Archives/edgar/data/1545158/000154515815000082/krft10-qq12015exx23.htm) [(File No.](http://www.sec.gov/Archives/edgar/data/1545158/000154515815000082/krft10-qq12015exx23.htm) [00](http://www.sec.gov/Archives/edgar/data/1545158/000154515815000082/krft10-qq12015exx23.htm)[1-35491),] [added: 2015 (File No. 001-35491),] filed on April 28, 2015).](http://www.sec.gov/Archives/edgar/data/1545158/000154515815000082/krft10-qq12015exx23.htm) | | |

| 2.8 | | | | | | [Amendment to the Master Ownership and License Agreement regarding Trademarks and Related Intellectual [removed: Property,](http://www.sec.gov/Archives/edgar/data/1637459/000163745917000101/ex21q22017.htm) [effective Se](http://www.sec.gov/Archives/edgar/data/1637459/000163745917000101/ex21q22017.htm)[ptember] [added: Property, effective September] 28, [removed: 2016,](http://www.sec.gov/Archives/edgar/data/1637459/000163745917000101/ex21q22017.htm) [between](http://www.sec.gov/Archives/edgar/data/1637459/000163745917000101/ex21q22017.htm) [K](http://www.sec.gov/Archives/edgar/data/1637459/000163745917000101/ex21q22017.htm)[raft] [added: 2016, between Kraft] Foods Group Brands LLC [removed: and](http://www.sec.gov/Archives/edgar/data/1637459/000163745917000101/ex21q22017.htm) [Intercontinental] [added: and Intercontinental] Great Brands [removed: LLC](http://www.sec.gov/Archives/edgar/data/1637459/000163745917000101/ex21q22017.htm) [(incorporated] [added: LLC (incorporated] by reference to Exhibit 2.1 of the Company’s Quarterly Report on Form [removed: 10-Q](http://www.sec.gov/Archives/edgar/data/1637459/000163745917000101/ex21q22017.htm) [for] [added: 10-Q for] the quarterly period ended July 1, [removed: 2017](http://www.sec.gov/Archives/edgar/data/1637459/000163745917000101/ex21q22017.htm) [(File No.](http://www.sec.gov/Archives/edgar/data/1637459/000163745917000101/ex21q22017.htm) [00](http://www.sec.gov/Archives/edgar/data/1637459/000163745917000101/ex21q22017.htm)[1-37482),] [added: 2017 (File No. 001-37482),] filed on August 4, 2017).](http://www.sec.gov/Archives/edgar/data/1637459/000163745917000101/ex21q22017.htm) | | |

| 2.9 | | | | | | [Addendum to Master Ownership and License Agreement Regarding Patents, Trade Secrets, and Related Intellectual [removed: Property,](http://www.sec.gov/Archives/edgar/data/1637459/000163745917000101/ex22q22017.htm) [](http://www.sec.gov/Archives/edgar/data/1637459/000163745917000101/ex22q22017.htm)[dated May](http://www.sec.gov/Archives/edgar/data/1637459/000163745917000101/ex22q22017.htm) [9](http://www.sec.gov/Archives/edgar/data/1637459/000163745917000101/ex22q22017.htm)[, 2017,](http://www.sec.gov/Archives/edgar/data/1637459/000163745917000101/ex22q22017.htm) [](http://www.sec.gov/Archives/edgar/data/1637459/000163745917000101/ex22q22017.htm)[between] [added: Property, dated May 9, 2017, between] Intercontinental Great Brands LLC, Mondelēz UK LTD, Kraft Foods R&D Inc., and Kraft Foods Group Brands [removed: LLC](http://www.sec.gov/Archives/edgar/data/1637459/000163745917000101/ex22q22017.htm) [(incorporated] [added: LLC (incorporated] by reference to Exhibit 2.2 of the Company’s Quarterly Report on Form [removed: 10-Q](http://www.sec.gov/Archives/edgar/data/1637459/000163745917000101/ex22q22017.htm) [for] [added: 10-Q for] the quarterly period [removed: end](http://www.sec.gov/Archives/edgar/data/1637459/000163745917000101/ex22q22017.htm)[ed] [added: ended] July 1, [removed: 2017](http://www.sec.gov/Archives/edgar/data/1637459/000163745917000101/ex22q22017.htm) [(File No.](http://www.sec.gov/Archives/edgar/data/1637459/000163745917000101/ex22q22017.htm) [00](http://www.sec.gov/Archives/edgar/data/1637459/000163745917000101/ex22q22017.htm)[1-37482),] [added: 2017 (File No. 001-37482),] filed on August 4, 2017).](http://www.sec.gov/Archives/edgar/data/1637459/000163745917000101/ex22q22017.htm) | | |

| 2.10 | | | | | | [removed: [F](http://www.sec.gov/Archives/edgar/data/1637459/000163745920000027/exhibit210.htm)[urther](http://www.sec.gov/Archives/edgar/data/1637459/000163745920000027/exhibit210.htm) [Amendment] [added: [Further Amendment] to the Master Ownership and License Agreement regarding Trademarks and Related Intellectual [removed: Property,](http://www.sec.gov/Archives/edgar/data/1637459/000163745920000027/exhibit210.htm) [effective] [added: Property, effective] September 28, [removed: 2018,](http://www.sec.gov/Archives/edgar/data/1637459/000163745920000027/exhibit210.htm) [between](http://www.sec.gov/Archives/edgar/data/1637459/000163745920000027/exhibit210.htm) [Kraft] [added: 2018, between Kraft] Foods [removed: Group](http://www.sec.gov/Archives/edgar/data/1637459/000163745920000027/exhibit210.htm) [Brands] [added: Group Brands] LLC [removed: and](http://www.sec.gov/Archives/edgar/data/1637459/000163745920000027/exhibit210.htm) [Intercontinental] [added: and Intercontinental] Great Brands [removed: LLC](http://www.sec.gov/Archives/edgar/data/1637459/000163745920000027/exhibit210.htm) [(incorporated] [added: LLC (incorporated] by reference to Exhibit 2.10 of the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 2019 (File [removed: No.](http://www.sec.gov/Archives/edgar/data/1637459/000163745920000027/exhibit210.htm) [00](http://www.sec.gov/Archives/edgar/data/1637459/000163745920000027/exhibit210.htm)[1-37482),] [added: No. 001-37482),] filed on February 14, 2020).](http://www.sec.gov/Archives/edgar/data/1637459/000163745920000027/exhibit210.htm) | | |

| 3.1 | | | | | | [Second Amended and Restated Certificate of Incorporation of H.J. Heinz Holding Corporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File [removed: No.](http://www.sec.gov/Archives/edgar/data/1637459/000119312515244356/d38420dex31.htm) [00](http://www.sec.gov/Archives/edgar/data/1637459/000119312515244356/d38420dex31.htm)[1-37482),] [added: No. 001-37482),] filed on July 2, 2015).](http://www.sec.gov/Archives/edgar/data/1637459/000119312515244356/d38420dex31.htm) | | |

| 3.2 | | | | | | [Amended and Restated [removed: By-](http://www.sec.gov/Archives/edgar/data/1637459/000163745917000108/ex31khcbylawseffective10x27x.htm)[L](http://www.sec.gov/Archives/edgar/data/1637459/000163745917000108/ex31khcbylawseffective10x27x.htm)[aws] [added: By-Laws] of The Kraft Heinz Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File [removed: No.](http://www.sec.gov/Archives/edgar/data/1637459/000163745917000108/ex31khcbylawseffective10x27x.htm) [00](http://www.sec.gov/Archives/edgar/data/1637459/000163745917000108/ex31khcbylawseffective10x27x.htm)[1-37482),] [added: No. 001-37482),] filed on October 27, 2017).](http://www.sec.gov/Archives/edgar/data/1637459/000163745917000108/ex31khcbylawseffective10x27x.htm) | | |

| 3.3 | | | | | | [Certificate of Retirement of Series A Preferred Stock of The Kraft Heinz [removed: Company](http://www.sec.gov/Archives/edgar/data/1637459/000163745916000157/ex31kraftheinz-certificate.htm)[,](http://www.sec.gov/Archives/edgar/data/1637459/000163745916000157/ex31kraftheinz-certificate.htm) [dated] [added: Company, dated] June 7, 2016 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File [removed: No.](http://www.sec.gov/Archives/edgar/data/1637459/000163745916000157/ex31kraftheinz-certificate.htm) [00](http://www.sec.gov/Archives/edgar/data/1637459/000163745916000157/ex31kraftheinz-certificate.htm)[1-37482),] [added: No. 001-37482),] filed on June 7, 2016).](http://www.sec.gov/Archives/edgar/data/1637459/000163745916000157/ex31kraftheinz-certificate.htm) | | |

| 4.1 | | | | | | [Amended and Restated Registration Rights Agreement, [removed: dated](http://www.sec.gov/Archives/edgar/data/1637459/000119312515244356/d38420dex41.htm) [July] [added: dated July] 2, [removed: 2015,](http://www.sec.gov/Archives/edgar/data/1637459/000119312515244356/d38420dex41.htm) [among](http://www.sec.gov/Archives/edgar/data/1637459/000119312515244356/d38420dex41.htm) [The K](http://www.sec.gov/Archives/edgar/data/1637459/000119312515244356/d38420dex41.htm)[raft] [added: 2015, among The Kraft] Heinz [removed: Company](http://www.sec.gov/Archives/edgar/data/1637459/000119312515244356/d38420dex41.htm)[,] [added: Company,] 3G Global Food [removed: Holdings](http://www.sec.gov/Archives/edgar/data/1637459/000119312515244356/d38420dex41.htm) [LP](http://www.sec.gov/Archives/edgar/data/1637459/000119312515244356/d38420dex41.htm)[,](http://www.sec.gov/Archives/edgar/data/1637459/000119312515244356/d38420dex41.htm) [and] [added: Holdings LP, and] Berkshire Hathaway Inc. (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File [removed: No.](http://www.sec.gov/Archives/edgar/data/1637459/000119312515244356/d38420dex41.htm) [00](http://www.sec.gov/Archives/edgar/data/1637459/000119312515244356/d38420dex41.htm)[1-37482),] [added: No. 001-37482),] filed on July 2, 2015).](http://www.sec.gov/Archives/edgar/data/1637459/000119312515244356/d38420dex41.htm) | | |

| 4.2 | | | | | | [removed: [Indenture](http://www.sec.gov/Archives/edgar/data/1637459/000119312515245660/d11353dex41.htm)[,](http://www.sec.gov/Archives/edgar/data/1637459/000119312515245660/d11353dex41.htm) [dated](http://www.sec.gov/Archives/edgar/data/1637459/000119312515245660/d11353dex41.htm) [July] [added: [Indenture, dated July] 1, [removed: 2015,](http://www.sec.gov/Archives/edgar/data/1637459/000119312515245660/d11353dex41.htm) [among] [added: 2015, among] H. J. Heinz Company, as issuer, H.J. Heinz Holding Corporation, as guarantor, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File [removed: No.](http://www.sec.gov/Archives/edgar/data/1637459/000119312515245660/d11353dex41.htm) [00](http://www.sec.gov/Archives/edgar/data/1637459/000119312515245660/d11353dex41.htm)[1-37482),] [added: No. 001-37482),] filed on July 6, 2015).](http://www.sec.gov/Archives/edgar/data/1637459/000119312515245660/d11353dex41.htm) | | |

| 4.3 | | | | | | [First Supplemental [removed: Indenture](http://www.sec.gov/Archives/edgar/data/1637459/000119312515245660/d11353dex42.htm)[,](http://www.sec.gov/Archives/edgar/data/1637459/000119312515245660/d11353dex42.htm) [dated](http://www.sec.gov/Archives/edgar/data/1637459/000119312515245660/d11353dex42.htm) [July] [added: Indenture, dated July] 1, [removed: 2015,](http://www.sec.gov/Archives/edgar/data/1637459/000119312515245660/d11353dex42.htm) [relat](http://www.sec.gov/Archives/edgar/data/1637459/000119312515245660/d11353dex42.htm)[ing to](http://www.sec.gov/Archives/edgar/data/1637459/000119312515245660/d11353dex42.htm) [the] [added: 2015, relating to the] 2.000% Senior Notes due [removed: 2023,](http://www.sec.gov/Archives/edgar/data/1637459/000119312515245660/d11353dex42.htm) [among] [added: 2023, among] H. J. Heinz Company, as issuer, H.J. Heinz Holding Corporation, as guarantor, Wells Fargo Bank, National Association, as trustee, and Société Générale Bank & Trust, as paying agent, security registrar, and transfer agent (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K (File [removed: No.](http://www.sec.gov/Archives/edgar/data/1637459/000119312515245660/d11353dex42.htm) [001](http://www.sec.gov/Archives/edgar/data/1637459/000119312515245660/d11353dex42.htm)[\-37482),] [added: No. 001-37482),] filed on July 6, 2015).](http://www.sec.gov/Archives/edgar/data/1637459/000119312515245660/d11353dex42.htm) | | |