Kraft Heinz (KHC) 10-K risk factor changes: FY2022 vs FY2021

Our principal competitors in these categories are manufacturers [removed: as well as] [added: and] retailers with their own branded and private label products.

We may need to reduce our [removed: prices] [added: prices, or be restricted or delayed] in [added: our ability to increase prices, in] response to [removed: competitive and customer] [added: competitive, customer, consumer, regulatory, or macroeconomic] pressures, including pressures related to private label products that are generally sold at lower prices.

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

Moreover, weak economic conditions, recessions, inflation, [removed: or other factors, such as global or local pandemics and] severe or unusual weather events, [added: global or local pandemics, including COVID-19, as well as other factors,] could affect consumer preferences and [removed: demand.][added: demand, at times, causing a strain on our supply chain due, in part, to retailers, distributors, or carriers modifying their restocking, fulfillment, or shipping practices.]

Prolonged negative perceptions concerning the [removed: health] [added: health, environmental, or social] implications of certain food and beverage [removed: products (including as they relate to obesity] [added: products, ingredients,] or [removed: other health concerns)] [added: packaging materials] could influence consumer preferences and acceptance of [removed: some of] our products and marketing programs.

In addition, [removed: achieving] [added: our] growth depends on our successful development, introduction, and marketing of innovative new products and line extensions.

Moreover, adverse publicity about legal or regulatory action against us, our quality and safety, our environmental or social impacts, our [added: other environmental, social, human capital, or governance practices, 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’ or [removed: our] consumers’ confidence, and reduce demand for our products, even if the regulatory or legal action is unfounded or not material to our operations.

[added: 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 [removed: and/or] [added: or] quality to [removed: our] consumers than alternatives, particularly during periods of economic uncertainty or [added: weakness or] inflation.

Consumers may not buy our products if relative differences in value [removed: and/or] [added: or] quality between our products and private label products change in favor of competitors’ products or if consumers perceive such a change.

If consumers prefer private label products, then we could lose market share or sales [removed: volumes,] [added: volume,] or our product mix could shift to lower margin offerings.

Our future results will depend on our ability to drive revenue growth in our key product categories or platforms as well as growth in the food and beverage industry in the [removed: countries] [added: geographies] in which we operate.

We could also be adversely affected if consumers lose confidence in the safety and quality of [removed: certain of] our food products or ingredients, or the food safety system generally.

We may also suffer losses if our products or operations violate applicable laws or [removed: regulations,] [added: regulations] or if our products cause injury, illness, or death.

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

[removed: Decreased] [added: Increased natural disasters and 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, [removed: coffee beans,] soybean and vegetable oils, [added: tomatoes, coffee beans,] sugar and other sweeteners, [removed: tomatoes, potatoes, corn products, wheat products, nuts, cocoa products, cucumbers, onions,] other fruits and vegetables, [removed: spices,] [added: corn products, wheat products,] and [removed: flour used] [added: potatoes,] to [added: manufacture our products, and could further decrease food security for communities around the world.]

Climate [removed: change] [added: change, and its environmental impacts,] could also affect our [removed: ability] [added: ability, and our suppliers’ ability,] to procure necessary commodities at costs and in quantities we currently experience and may require us to [added: increase costs or] make additional unplanned capital expenditures.

Increasing concern over climate change may [removed: also] adversely impact demand for our products, or increase [added: our] 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 [removed: emissions,] [added: emissions (including carbon pricing or a carbon tax),] energy policies, [added: disclosure obligations,] and sustainability.

Increased energy or compliance costs and expenses due to the impacts of climate [removed: change and] [added: change, as well as] additional legal or regulatory requirements regarding climate change [removed: 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 [removed: strategy,] [added: long-term operating plans,] which will likely incur substantial time, attention, and costs.

[removed: Moreover,] [added: Additionally,] from time to time we establish and publicly announce [removed: goals] [added: environmental, social,] and [added: governance goals,] commitments, [added: and aspirations,] including to reduce our impact on the environment.

We may not successfully identify, complete, or realize the benefits from strategic acquisitions, [removed: alliances,] divestitures, [added: alliances,] joint ventures, or [removed: other] investments.

From time to time, we have evaluated and may continue to evaluate acquisition candidates, alliances, joint ventures, or [removed: other] investments that may strategically fit our business objectives, and, as a result of some of these evaluations, we have acquired businesses or assets that we deem to be a strategic fit.

These activities may present financial, managerial, and operational risks including, but not limited to, diversion of management’s attention from existing core [removed: businesses,] [added: businesses;] difficulties [added: in integrating, or inability to successfully integrate, acquired businesses, including] integrating or separating personnel and financial and other [removed: systems,] [added: systems;] inability to effectively and immediately implement control environment processes across a diverse employee [removed: population,] [added: population;] adverse effects on existing or acquired customer and supplier business [removed: relationships,] [added: relationships;] and potential disputes with buyers, sellers, or partners.

Activities in such areas are regulated by numerous antitrust and competition laws in the United States, Canada, the European Union, the United Kingdom, and [removed: other jurisdictions.][added: elsewhere.]

We have in the past and may 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 [removed: transactions.][added: transactions, which could materially and adversely affect our financial condition and operating results.]

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

[removed: For example, risks related to foreign operations include] [added: -] compliance with U.S. laws affecting operations outside of the United States, [added: including anti-bribery and corruption laws] such as the [removed: FCPA, foreign currency exchange rate fluctuations, compliance with foreign regulations and laws, including tax laws, and exposure to politically and economically volatile developing markets.][added: FCPA;]

[removed: Any of] [added: Failure to adequately respond to] these [removed: factors] [added: changes] could [removed: materially and] adversely affect our product sales, financial condition, and operating results.

Approximately [removed: 29%] [added: 30%] of our [removed: 2021] [added: 2022] net sales were generated outside of the United States.

These risks, which can vary substantially by market, are described in many of the risk factors discussed in this [removed: section] [added: section,] and also include:

- compliance with antitrust and competition laws, data privacy laws, [added: human rights laws,] and a variety of other local, national, and multi-national regulations and laws in multiple jurisdictions;

- challenges associated with cross-border product [removed: distribution;][added: distribution, including economic sanctions, export controls, and labor restrictions;]

- risks and costs associated with political and economic instability, [added: military conflict,] corruption, anti-American sentiment, and social and ethnic unrest in the countries in which we operate;

[removed: All] [added: Any] of these factors could result in increased costs or decreased sales, and could materially and adversely affect our product sales, financial condition, and results of operations.

We attempt to protect our intellectual property rights through a combination of patent, trademark, copyright, trade secret, and trade dress laws, as well as licensing agreements, third-party nondisclosure and assignment agreements, [removed: and] policing of third-party misuses of our intellectual [removed: property.][added: property, and securing our information technology systems.]

Our failure to develop or adequately protect our trademarks, products, new features of our products, or our technology, or any change in law or other changes that serve to lessen or remove the current legal protections of our intellectual property, may diminish our competitiveness and could materially [removed: harm] [added: and adversely affect] our [removed: business] [added: product sales, business,] and financial condition.

To the extent that we are not able to contract with these third parties on favorable terms or maintain our relationships with these third parties, our rights to use certain intellectual property could be [removed: impacted.][added: impacted, which may adversely impact our results from operations.]

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

Additionally, we expect that there could be a difference between the timing of when we take pricing actions and the impact of those beneficial actions on our results of operations.

Our ability to refine the ingredient and nutrition profiles of and packaging for our products as well as to maintain focus on ethical sourcing and supply chain management opportunities to address evolving consumer preferences are important to our growth.

Furthermore,

Further, an increase in the frequency and severity of natural disasters could result in disruptions for us, our customers, suppliers, vendors, co-manufacturers, and distributors and impact our employees’ abilities to commute or work from home effectively.

These disruptions could make it more difficult and costly for us to deliver our products, obtain raw materials or other supplies through our supply chain, maintain or resume operations, or perform other critical corporate functions, could reduce customer demand for our products, and could increase the cost of insurance.

Furthermore, standards for tracking and reporting such matters continue to evolve.

Our selection of voluntary disclosure frameworks and standards, and the interpretation or application of those frameworks and standards, may change from time to time or differ from those of others.

Methodologies for reporting this data may be updated and previously reported data may be adjusted to reflect improvement in availability and quality of third-party data, changing assumptions, changes in the nature and scope of our operations, and other changes in circumstances.

Our processes and controls for reporting sustainability and other matters across our operations and supply chain are evolving along with multiple disparate standards for identifying, measuring, and reporting sustainability metrics, including sustainability-related disclosures that may be required by the SEC and European and other regulators, and such standards may change over time, which could result in significant revisions to our current goals, reported progress in achieving such goals, or ability to achieve such goals in the future.

For example, risks related to foreign operations are discussed below under the risk factor titled “*Our international operations subject us to additional risks and costs and may cause our profitability to decline.*”

Berkshire Hathaway has the ability to exert influence over us and significant influence over matters requiring stockholder approval.

As of December 31, 2022, Berkshire Hathaway owns approximately 26.6% of our common stock.

Our current expectations also include certain assumptions that could be negatively impacted if we are unable to meet our pricing expectations in relation to inflation.

Reporting units with 20% or less fair value over carrying amount had an aggregate goodwill carrying amount after impairment of $16.4 billion as of the Q3 2022 Annual Impairment Test and included Taste, Meals, and Away from Home (TMA), Canada and North America Coffee (CNAC), and Continental Europe.

The aggregate carrying amount of brands with fair value over carrying amount between 20-50% was $2.5 billion as of the Q3 2022 Annual Impairment Test.

In addition, disruptions in the global economy caused by the ongoing conflict between Russia and Ukraine have caused, and could continue to cause, increased volatility of commodity and energy costs.

We expect these costs to continue to increase and inflation to remain elevated through 2023.

In addition, claims about the health impacts of consumption of our products, or ingredients, components, or substances present or allegedly present in those products or packaging, have resulted in, and could in the future result in, us being subject to regulations, fines, lawsuits, or taxes that could adversely impact our business.

The downgrades by Fitch and S&P adversely affected our ability to access the commercial paper market.

Our long-term credit rating was upgraded from BB+ to BBB- by S&P in March 2022 and by Fitch in May 2022.

Fitch upgraded our long-term debt credit rating from BBB- to BBB in November 2022.

Disruptions in the global economy caused by geopolitical conflicts, including the ongoing conflict between Russia and Ukraine, could adversely affect our business, financial condition and results of operations.

Escalation of geopolitical tensions related to military conflict, including increased trade barriers or restrictions on global trade, could result in, among other things, supply chain disruptions, changes in consumer demand, increased cyberattacks, and impacts on foreign exchange rates and financial markets, any of which may adversely affect our business, financial condition, and results of operations.

Although we do not have operations in Ukraine, and our business in Russia generated approximately 1% of our consolidated net sales for the year ended December 31, 2022, the military conflict between Russia and Ukraine has caused, and could continue to cause, negative impacts on our business and the global economy.

Governments in the United States, Canada, United Kingdom, and European Union have each imposed export controls and economic sanctions on certain industry sectors and parties in Russia.

Due in part to the negative impact of the Russia-Ukraine military conflict, we have experienced shortages in certain materials and increased costs in commodities including packaging materials, soybean and vegetable oils, energy, corn products, and wheat products.

The effects of current geopolitical conflicts, including the conflict between Russia and Ukraine, as well as potential future geopolitical tensions, could heighten many of our known risks described in this Item 1A, *Risk Factors*.

COVID-19), could damage or disrupt our operations or the operations of our customers, suppliers, vendors, co-manufacturers, distributors, or regulators.

- illness of our workforce, or the workforce of third parties with which we do business, due to influenza or pandemics, could disrupt production of our products in one or more of our manufacturing facilities, or cause our suppliers, vendors, distributors, or third-party manufacturers to fail to meet their obligations to us.

Further, equity-based compensation is a key component of our compensation program and essential for attracting and retaining qualified personnel.

As a result, the lack of positive performance in our stock price may adversely affect our ability to attract or retain key personnel.

Geopolitical tensions or conflicts, such as the conflict between Russia and Ukraine, may further heighten the risk of cybersecurity attacks.

errors, processing inefficiencies, the leakage of confidential information, and the loss of customers and sales, causing our product sales, financial condition, and operating results to be adversely affected and the reporting of our financial results to be delayed.

While we maintain a cyber insurance policy that provides coverage for security incidents, we cannot be certain that our coverage will be adequate for liabilities actually incurred, that insurance will continue to be available to us on financially reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim.

Similar legislation in Virginia, Colorado, Utah, and Connecticut, all of which have gone into effect or will go into effect during 2023, impose transparency and other obligations with respect to personal data of their respective residents and provide residents with similar rights.

We continue to observe a competitive labor market.

We continue to monitor the Inflation Reduction Act of 2022 and related regulatory developments to evaluate their potential impact on our business, tax rate, and financial results.

For example, we are currently under examination by the Internal Revenue Service (“IRS”) for income taxes for the years 2018 and 2019.

We have received a draft economist report and expect to receive a Notice of Proposed Adjustment relating to transfer pricing with our foreign subsidiaries asserting that our U.S. taxable income for 2018 and 2019 should have been higher, which would result in additional U.S. tax expense for 2018 and 2019 plus interest and potential penalties.

We intend to vigorously contest the position taken by the IRS; however, the ultimate outcome of this matter is uncertain, and if we are required to pay the IRS additional U.S. taxes, interest, and potential penalties, our results of operations and cash flows could be materially affected.

The continuously changing and uncertain COVID-19 pandemic, and government and consumer responses, could negatively impact our business and results of operations.

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 have had and could continue to 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 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 shutdown of one or more of our manufacturing facilities due to illness could significantly disrupt our production capabilities;

- a significant portion of our workforce could become unable to work, including as a result of illness or government restrictions;

- a decrease in demand for away-from-home establishments has adversely affected, and may continue to adversely affect, our foodservice operations;

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

- a change in demand for or availability of our products as a result of retailers, distributors, or carriers modifying their restocking, fulfillment, or shipping practices;

- a shift in consumer spending as a result of the economic downturn could result in consumers moving to private label or lower margin products;

- a slowdown or stoppage in our supply chain or the failure of our suppliers, vendors, distributors, or third-party manufacturers to meet their obligations to us or experience disruptions in their ability to do so;

- a strain on our supply chain resulting from increased consumer demand at our retail customers, such as grocery stores, club stores, and value stores;

- a change in trade promotion and marketing activities, e.g., in response to changes in consumer viewing and shopping habits resulting from the cancellation of major events, travel restrictions, and in-store shopping practices, could adversely affect our current and future product sales;

- an impairment in the carrying amount of goodwill or intangible assets or a change in the useful life of definite-lived intangible assets has occurred and may again occur if there are sustained changes in government restrictions, consumer purchasing behaviors, or our financial results, particularly in our Canada Foodservice reporting unit, as there may be a heightened risk of impairment if there is a sustained decrease in demand in away-from-home establishments;

- 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; 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 customers.

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.

The potential effects of COVID-19 could also heighten the risks we face related to each of the risk factors disclosed below.

As COVID-19 and its impacts are unprecedented and continuously evolving, the potential impacts to these risk factors remain uncertain.

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 material risks to our operations.

Furthermore, existing or increased legal or regulatory restrictions on our

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

- compliance with U.S. laws affecting operations outside of the United States, including anti-bribery laws such as the FCPA;

The Sponsors have substantial control over us and may have conflicts of interest with us in the future.

As of December 25, 2021, the Sponsors own approximately 42% of our common stock.

In addition, Paulo Basilio, our Global Chief Financial Officer, is a partner of 3G Capital.

In addition, to the extent that the Sponsors were to collectively hold a majority of our common stock, they together would have the power to take stockholder action by written consent to adopt amendments to our charter or take other actions, such as corporate transactions, that require the vote of holders of a majority of our outstanding common stock.

So long as the Sponsors continue to own a significant amount of our equity, they will continue to be able to strongly influence or effectively control our decisions.

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.

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.

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

Our reporting units and brands that were impaired were written down to their respective fair values resulting in zero excess fair value over carrying amount as of the applicable impairment test dates.

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

The Continental Europe reporting unit had a fair value over carrying amount in excess of 50% and a goodwill carrying amount of $961 million as of its latest 2021 impairment testing date.

agricultural programs.

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

As previously disclosed in our Annual Report on Form 10-K for the year ended December 28, 2019, we identified a material weakness in the risk assessment component of internal control over financial reporting as we did not appropriately design controls in response to the risk of misstatement due to changes in our business environment.

This material weakness resulted in misstatements that were corrected in the restatement included in our Annual Report on Form 10-K for the year ended December 29, 2018.

This material weakness in risk assessment also contributed to a material weakness arising from supplier contracts and related arrangements.

See below for discussion and analysis of our financial condition and results of operations for [removed: 2021] [added: 2022] compared to [removed: 2020.][added: 2021.]

See Item 7, *Management’s Discussions and Analysis of Financial Condition and Results of Operations*, in our Annual Report on Form 10-K for the year ended December [removed: 26, 2020] [added: 25, 2021] for a detailed discussion of our financial condition and results of operations for [removed: 2020] [added: 2021] compared to [removed: 2019.][added: 2020.]

[removed: We] [added: Subsequently, we] manage and report our operating results through [removed: three] [added: two] reportable segments defined by geographic region: [removed: United States, International,] [added: North America] and [removed: Canada.][added: International.]

See Note [removed: 21,] [added: 20,] *Segment Reporting*, in Item 8, *Financial Statements and Supplementary Data*, for our financial information by segment.

[removed: In] [added: Additionally, 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 [removed: sale.][added: sale in the prior year period.]

[removed: Additionally, in] [added: In] 2021, we completed the acquisition of Assan Gıda Sanayi ve Ticaret A.Ş.

See Note [removed: 4, *Acquisitions] [added: 15, *Commitments] and [removed: Divestitures*,] [added: Contingencies*,] in Item 8, *Financial Statements and Supplementary Data*, for additional information.

Our results of operations reflect goodwill impairment losses of [removed: $318 million and] [added: $444 million,] intangible asset impairment losses of [removed: $1.3 billion] [added: $469 million, and property, plant, and equipment, net asset impairment losses of $86 million] in [removed: 2021] [added: 2022] compared to 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.]

See Note 4, *Acquisitions and Divestitures*, and Note [removed: 9,] [added: 8,] *Goodwill and Intangible Assets*, in Item 8, *Financial Statements and Supplementary Data*, for additional information on these impairment losses.

However, [added: there has been, and] we expect that there could [removed: be] [added: continue to 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 [removed: could result in a decrease] [added: have,] in [added: some instances, negatively impacted, and could continue to negatively impact, our] market share.

[removed: Additionally,] [added: Further,] given the [removed: increased] [added: current level of] 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.

However, [removed: until] these capacity constraints [removed: are alleviated, these constraints] have [removed: the potential] [added: negatively impacted, and could continue] to [removed: impact] [added: negatively impact,] our [removed: service levels,] market share, financial condition, results of operations, or cash [removed: flows.][added: flows, until we return to optimal service levels.]

For additional information and reconciliations [removed: from] [added: to the most closely comparable financial measures presented in] our consolidated financial [removed: statements] [added: statements, which are calculated in accordance with U.S. GAAP] see *Non-GAAP Financial Measures.*

| | | | December [removed: 25, 2021] [added: 31, 2022] | | | | | | December [removed: 26, 2020] [added: 25, 2021] | | | | | | % Change | | |

| Net sales | | | $ | [removed: 26,042] [added: 26,485] | | | | | $ | [removed: 26,185] [added: 26,042] | | | | | [removed: (0.5)] [added: 1.7] | | % |

| Operating income/(loss) | | | [removed: 3,460 | | | | | | 2,128] [added: 3,634] | | | | | | [removed: 62.6] [added: 3,460] | | [removed: %] |

| Net income/(loss) | | | [removed: 1,024 | | | | | | 361] [added: $] | [added: 2,368] | | | | | [removed: 183.7] [added: $] | [added: 1,024] | [removed: %] |

| Net income/(loss) attributable to common shareholders | | | [removed: 1,012] [added: 2,363] | | | | | | [removed: 356] [added: 1,012] | | | | | | [removed: 184.5] [added: 133.4] | | % |

| Diluted EPS | | | [removed: 0.82 | | | | | | 0.29] [added: $] | [added: 1.91] | | | | | [removed: 182.8] [added: $] | [added: 0.82] | [removed: %] |

| | | | December [removed: 25, 2021] [added: 31, 2022] | | | | | | December [removed: 26, 2020] [added: 25, 2021] | | | | | | % Change | | |

| Net sales | | | $ | [removed: 26,042] [added: 26,485] | | | | | $ | [removed: 26,185] [added: 26,042] | | | | | [removed: (0.5)] [added: 1.7] | | % |

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

*Fiscal* *Year [removed: 2021] [added: 2022] Compared to Fiscal Year [removed: 2020:*][added: 2021:*]

Net sales [removed: decreased 0.5%] [added: increased 1.7%] to [removed: $26.0] [added: $26.5] billion in [removed: 2021] [added: 2022] compared to [removed: $26.2] [added: $26.0] billion in [removed: 2020,] [added: 2021,] including the unfavorable [removed: impact] [added: impacts] of [added: acquisitions and] divestitures [removed: (3.5] [added: (8.0] pp) and [added: foreign currency (2.0 pp) and] the favorable impact of [removed: foreign currency (1.2] [added: a 53rd week of shipments (1.9] pp).

Organic Net Sales increased [removed: 1.8%] [added: 9.2%] to [removed: $23.7] [added: $20.1] billion in [removed: 2021] [added: 2022] compared to [removed: $23.3] [added: $18.4] billion in [removed: 2020,] [added: 2021,] driven by higher pricing [removed: (2.3] [added: (13.0] pp), which more than offset unfavorable volume/mix [removed: (0.5] [added: (3.8] pp).

| | | | December [removed: 25, 2021] [added: 31, 2022] | | | | | | December [removed: 26, 2020] [added: 25, 2021] | | | | | | % Change | | |

| Operating income/(loss) | | | [removed: $ | 3,460 | | | | | $] [added: 3,634] | [removed: 2,128] | | | | | [removed: 62.6] [added: 3,460] | | [removed: %] |

| Net income/(loss) | | | [removed: 1,024] [added: 2,368] | | | | | | [removed: 361] [added: 1,024] | | | | | | [removed: 183.7] [added: 131.3] | | % |

| Net income/(loss) attributable to common shareholders | | | [removed: 1,012] [added: 2,363] | | | | | | [removed: 356] [added: 1,012] | | | | | | [removed: 184.5] [added: 133.4] | | % |

| Adjusted [removed: EBITDA(a) | | | 6,371 | | |] [added: EBITDA] | | | [removed: 6,669] [added: $] | [added: 6,003] | | | | | [removed: (4.5)] [added: $] | [added: 6,371] | [removed: %] |

*Fiscal* *Year [removed: 2021] [added: 2022] Compared to Fiscal Year [removed: 2020:*][added: 2021:*]

Net income/(loss) increased [removed: 183.7%] [added: 131.3%] to [removed: $1.0] [added: $2.4] billion in [removed: 2021] [added: 2022] compared to [removed: $361 million] [added: $1.0 billion] in [removed: 2020.][added: 2021.]

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

[removed: *•*Interest] [added: - Interest] expense was [removed: $2.0 billion] [added: $921 million] in [removed: 2021] [added: 2022] compared to [removed: $1.4] [added: $2.0] billion in [removed: 2020.][added: 2021.]

This [removed: increase] [added: decrease] was primarily [removed: driven by] [added: due to] a [removed: $917] [added: $38] million [removed: loss] [added: net gain] on extinguishment of debt recognized in the current year period [removed: related to the $6.0 billion reduction] in [removed: our aggregate principal amount of senior notes from] [added: connection with] our [removed: tender offers,] debt [removed: redemptions, and open-market debt] repurchases in [removed: 2021] [added: 2022] compared to a [removed: $124] [added: $917] million loss on extinguishment of debt recognized in the prior year [added: period] in connection with our tender [removed: offer] [added: offers, debt redemptions,] and debt [removed: redemptions] [added: repurchases] in [removed: 2020.][added: 2021.]

The remaining change in interest expense was a decrease of approximately [removed: $118] [added: $171] million compared to the prior year period, as our [removed: long-term debt balance and associated interest expense were] [added: aggregate principal amount of senior notes was] reduced [added: by approximately $6.2 billion in 2021] through tender offers, [removed: debt] redemptions, [removed: debt] repurchases, and [added: repayments and approximately $1.5 billion in 2022 through repurchases and] repayments.

- Our effective tax rate was [removed: 40.1%] [added: 20.2%] in [removed: 2021] [added: 2022] compared to [removed: 65.0%] [added: 40.1%] in [removed: 2020.][added: 2021.]

Our 2021 effective tax rate was unfavorably impacted by rate reconciling items, primarily the tax impacts related to acquisitions and divestitures, which mainly reflect the impacts of the Nuts Transaction and Cheese Transaction, partially offset by [removed: current year] [added: 2021] capital losses; the revaluation of our deferred tax balances due to changes in international and state tax rates, mainly an increase in U.K. tax rates; the impact of the federal tax on GILTI; and non-deductible goodwill impairments.

In the second quarter of 2022, our internal reporting and reportable segments changed.

We combined our United States and Canada zones to form the North America zone as a result of previously announced organizational changes, which are intended to advance and support our long-term growth plans by streamlining and synergizing our United States and Canada businesses.

In 2022, we completed the acquisition of Companhia Hemmer Indústria e Comércio (the “Hemmer Acquisition”) and Just Spices GmbH (the “Just Spices Acquisition”), both of which are in our International segment.

Additionally, in 2022, we completed the sale of our business-to-business powdered cheese business (the “Powdered Cheese Transaction”).

The Powdered Cheese Transaction is not considered a strategic shift that will have a major effect on our operations or financial results; therefore, the results of this business are included in continuing operations through the date of sale.

Conflict Between Russia and Ukraine:

For the year ended December 31, 2022, approximately 1% of consolidated net sales, net income/(loss), and Adjusted EBITDA were generated from our business in Russia.

For the year ended December 25, 2021, approximately 1% of consolidated net sales were generated from our business in Russia, while net income/(loss) and Adjusted EBITDA were each insignificant.

As of December 31, 2022, we had approximately 1,100 employees in Russia.

We have no operations or employees in Ukraine and insignificant net sales through distributors.

Further, we have experienced cost increases globally for certain commodities, including packaging materials, soybean and vegetable oils, energy, corn products, and wheat products due to overall market demand, inflationary pressures, and, in part, to the negative impact of the conflict between Russia and Ukraine on the global economy.

We will continue to monitor the impact that this conflict has on our business; however, through 2022, the conflict between Russia and Ukraine did not have a material impact on our financial condition, results of operations, or cash flows.

53rd Week:

We operate on a 52- or 53-week fiscal year ending on the last Saturday in December in each calendar year.

Our 2022 fiscal year ended December 31, 2022 includes a 53rd week of activity.

Our 2021 fiscal year was a 52-week period that ended on December 25, 2021.

During the year ended December 31, 2022, we continued to experience increasing commodity costs and supply chain costs, including procurement, logistics, and manufacturing costs, largely due to inflationary pressures, as compared to the prior year period.

We expect these costs to continue to increase and inflation to remain elevated through 2023.

As discussed in *Liquidity and Capital Resources*, we continue to focus on rebuilding inventory and expanding capacity through increased capital investments, which have resulted in an increased ability to meet customer demand.

| Organic Net Sales(a) | | | 26,249 | | | | | | 23,917 | | | | | | 9.8 | | % |

Pricing was higher in both segments, while volume/mix was unfavorable in both segments.

Operating income/(loss) increased 5.0% to $3.6 billion in 2022 compared to $3.5 billion in 2021, primarily driven by higher pricing, lower non-cash impairment losses in the current year period, efficiency gains, and the favorable impact of a 53rd week of shipments, which more than offset higher supply chain costs, reflecting inflationary pressure in procurement, logistics, and manufacturing costs; higher commodity costs (mainly in dairy, packaging materials, soybean and vegetable oils, energy, and meat); the unfavorable impact of acquisitions and divestitures; unfavorable volume/mix; and an accrual related to the previously disclosed securities class action lawsuit.

Our 2022 effective tax rate was impacted by the favorable geographic mix of pre-tax income in various non-U.S. jurisdictions and certain favorable items, primarily the decrease in deferred tax liabilities due to the merger of certain foreign entities, the revaluation of deferred tax balances due to changes in state tax laws, and changes in estimates of certain 2021 U.S. income and deductions.

This impact was partially offset by the impact of certain unfavorable items, primarily non-deductible goodwill impairments, the impact of the federal tax on global intangible low-taxed income (“GILTI”), and the establishment of uncertain tax positions and valuation allowance reserves.

This change was primarily driven by a $79 million decrease in net pension and postretirement non-service benefits and a $25 million net gain on sales of businesses in 2022 compared to a $44 million net gain on sales of businesses in 2021.

These impacts were partially offset by a $50 million net loss on derivative activities in 2022 compared to an $86 million net loss on derivative activities in 2021 and a $12 million increase in interest income as compared to the prior year period.

| Diluted EPS | | | $ | 1.91 | | | | | $ | 0.82 | | | | | $ | 1.09 | | | | | 132.9 | | % |

| Other losses/(gains) related to acquisitions and divestitures | | | (0.02) | | | | | | — | | | | | | (0.02) | | | | | | | | |

| Nonmonetary currency devaluation | | | 0.01 | | | | | | — | | | | | | 0.01 | | | | | | | | |

| Adjusted EPS(b) | | | $ | 2.78 | | | | | $ | 2.93 | | | | | $ | (0.15) | | | | | (5.1) | | % |

| 53rd week | | | | | | | | | | | | | | | 0.06 | | | | | | | | |

| | | | | | | | | | | | | | | | $ | (0.15) | | | | | | | |

We apply highly inflationary accounting to the results of our subsidiaries in Venezuela, Argentina, and Turkey, which are all in our International segment.

| North America | | | $ | 20,340 | | | | | $ | 20,351 | |

| North America | | | $ | 20,050 | | | | | $ | 18,361 | |

| International | | | 6,199 | | | | | | 5,556 | | |

| North America | | | (0.1) | | % | | | | (0.4) pp | | | | | | (10.8) pp | | | | | | 1.9 pp | | | | | | 9.2 | | % | | | | 13.0 pp | | | | | | (3.8) pp | | |

| International | | | 8.0 | | % | | | | (8.1) pp | | | | | | 2.8 pp | | | | | | 1.7 pp | | | | | | 11.6 | | % | | | | 13.5 pp | | | | | | (1.9) pp | | |

| Kraft Heinz | | | 1.7 | | % | | | | (2.0) pp | | | | | | (8.0) pp | | | | | | 1.9 pp | | | | | | 9.8 | | % | | | | 13.2 pp | | | | | | (3.4) pp | | |

| North America | | | $ | 5,284 | | | | | $ | 5,576 | |

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.

COVID-19 Impacts:

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

In 2020, particularly in March and April, we experienced consolidated net sales growth as higher demand for our retail products more than offset declines in our foodservice 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.

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 *Liquidity and Capital Resources* for additional information related to the impact of COVID-19 on our overall results.

For information related to the impact of COVID-19 on our segment results see *Results of Operations by Segment*.

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.

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

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.

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

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

| | | | (in millions) | | | | | | | | | | | | | | |

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

See the *Non-GAAP Financial Measures* section at the end of this item.

Pricing was higher across all segments, while unfavorable volume/mix in our United States and Canada segments more than offset favorable volume/mix in our International segment.

Operating income/(loss) increased to $3.5 billion in 2021 compared to $2.1 billion in 2020, primarily driven by lower non-cash impairment losses in the current year.

Non-cash impairment losses were $1.6 billion in 2021 compared to $3.4 billion in 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.

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

The 2020 period also included $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 in the second quarter of 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 GILTI, and the revaluation of our deferred tax balances due to changes in international tax laws.

These impacts were partially offset by a more favorable geographic mix of pre-tax income in various non-U.S. jurisdictions and the favorable impact of establishing certain deferred tax assets for state tax deductions.

This change was primarily driven by an $86 million net loss on derivative activities in 2021 compared to a $154 million net gain on derivative activities in 2020 and a $115 million decrease in non-cash amortization of postemployment benefit plans prior service credits as compared to the prior year period.

These impacts were partially offset by a $101 million net foreign exchange gain in 2021 compared to a $162 million net foreign exchange loss in 2020, a $44 million net gain on sales of businesses in 2021 compared to a $2 million net loss on sales of businesses in 2020, and a $26 million loss on the dissolution of a joint venture in 2020.

Adjusted EBITDA decreased 4.5% to $6.4 billion in 2021 compared to $6.7 billion in 2020, including the unfavorable impact of divestitures (2.2 pp) and the favorable impact of foreign currency (0.9 pp).

Lower Adjusted EBITDA in the United States more than offset lower general corporate expenses and Adjusted EBITDA growth in our Canada and International segments.

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

| Diluted EPS | | | $ | 0.82 | | | | | $ | 0.29 | | | | | $ | 0.53 | | | | | 182.8 | | % |

| Adjusted EPS(b) | | | $ | 2.93 | | | | | $ | 2.88 | | | | | $ | 0.05 | | | | | 1.7 | | % |

| Effect of dilutive equity awards(c) | | | | | | | | | | | | | | | (0.02) | | | | | | | | |

See Note 2, *Significant Accounting Policies*, and Note [removed: 13,] [added: 12,] *Financial Instruments*, in Item 8, *Financial Statements and Supplementary Data*, for details of our market risk management policies and the financial instruments used to hedge those exposures.

| | | | December [removed: 25, 2021] [added: 31, 2022] | | | | | | December [removed: 26, 2020] [added: 25, 2021] | | |

| Commodity contracts | | | $ | [removed: 56] [added: 94] | | | | | $ | [removed: 39] [added: 56] | |

| Foreign currency contracts | | | [removed: 130] [added: 71] | | | | | | [removed: 141] [added: 130] | | |

| Cross-currency swap contracts | | | [removed: 318] [added: 211] | | | | | | [removed: 433] [added: 318] | | |

Effect of Hypothetical 1% Fluctuation in LIBOR:

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

The Financial Conduct Authority in the United Kingdom will be phasing out the LIBOR rates associated with our outstanding variable rate debt by the end of June 2023.

Given our current variable rate debt outstanding, we do not anticipate a significant impact to our annual interest expense as a result of the transition.

With [removed: 2021] [added: 2022] net sales of approximately $26 billion, we are committed to growing our iconic and emerging food and beverage brands on a global scale.

As global citizens, we’re dedicated to making a sustainable, ethical impact while helping [added: to] feed the world in healthy, responsible ways.

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 [removed: Capital”) (3G Capital together with Berkshire Hathaway, the “Sponsors”),] [added: Capital”),] following their acquisition of H. J. Heinz Company on June 7, 2013 (the “2013 Heinz Acquisition”).

Our [removed: 2021] [added: 2022] fiscal year was a [removed: 52-week] [added: 53-week] period that ended on December [removed: 25, 2021, the 2020] [added: 31, 2022, our 2021] fiscal year was a 52-week period that ended on December [removed: 26, 2020,] [added: 25, 2021,] and [removed: the 2019] [added: our 2020] fiscal year was a 52-week period that ended on December [removed: 28, 2019.][added: 26, 2020.]

[removed: We] [added: Subsequently, we] manage and report our operating results through [removed: three] [added: two] reportable segments defined by geographic region: [removed: United States, International,] [added: North America] and [removed: Canada.][added: International.]

See Note [removed: 21,] [added: 20,] *Segment Reporting*, in Item 8, *Financial Statements and Supplementary Data*, for our geographic financial information by segment.

Significant trademarks by segment based on net sales in [removed: 2021] [added: 2022] were:

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

| International | | | | | | *Heinz, ABC, Master, Kraft, [added: Quero,] Golden Circle, [removed: Quero, Plasmon,] Wattie’s, [added: Plasmon,] Pudliszki* | | |

In [removed: 2021,] [added: 2022,] brands used under licenses from third parties included *Capri Sun* packaged drink pouches for sale in the United States.

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

The prices of raw materials that we use in our products are affected by external factors, such as global competition for resources, currency fluctuations, severe weather or global climate change, pandemics, [added: geopolitical conflicts,] consumer, industrial, or investment demand, and changes in governmental regulation and trade, tariffs, alternative energy, and agricultural programs.

In [removed: 2021,] [added: 2022,] we [removed: experienced] [added: continued to experience] higher [removed: than expected] commodity costs and supply chain costs, including [removed: logistics,] procurement, [added: logistics,] and manufacturing costs, largely due to inflationary pressures.

- product innovations, renovations, and new technologies to meet changing consumer [removed: needs] [added: needs, support our environmental] and [added: sustainability goals, and] drive growth;

Our products are sold in highly competitive marketplaces, which [removed: have experienced] [added: continue to experience] increased concentration and the growing presence of e-commerce retailers, large-format retailers, and discounters.

Our products are sold through our own sales organizations and through independent brokers, agents, and distributors to chain, wholesale, [removed: cooperative] [added: cooperative,] and independent grocery [removed: accounts, convenience stores,] [added: accounts; convenience, value, and club stores; pharmacies and] drug [removed: stores, value stores, bakeries, pharmacies,] [added: stores;] mass [removed: merchants, club stores,] [added: merchants;] foodservice [removed: distributors,] [added: distributors;] and institutions, including hotels, restaurants, [added: bakeries,] hospitals, health care facilities, and [removed: certain] government agencies.

Our largest customer, Walmart Inc., represented approximately [removed: 22%] [added: 21%] of our net sales in [removed: both 2021 and 2020] [added: 2022] and approximately [removed: 21%] [added: 22%] of our net sales in [removed: 2019.][added: each of 2021 and 2020.]

In [removed: 2021,] [added: 2022,] the five largest customers in our [removed: United States] [added: North America] segment accounted for approximately [removed: 50%] [added: 46%] of [removed: United States] [added: North America] segment net [removed: sales,] [added: sales and] the five largest customers in our International segment accounted for approximately [removed: 17%] [added: 14%] of International segment net [removed: sales, and the five largest customers in our Canada segment accounted for approximately 74% of Canada segment net] sales.

We have reflected [removed: these changes] [added: this change] in all historical periods presented.

| | | | December [removed: 25, 2021] [added: 31, 2022] | | | | | | December [removed: 26, 2020] [added: 25, 2021] | | | | | | December [removed: 28, 2019] [added: 26, 2020] | | |

| Taste Elevation | | | [removed: 28] [added: 31] | | % | | | | [removed: 26] [added: 28] | | % | | | | 26 | | % |

| Fast Fresh Meals | | | [removed: 25] [added: 23] | | % | | | | [removed: 26] [added: 25] | | % | | | | [removed: 25] [added: 26] | | % |

| Easy Meals Made Better | | | [removed: 19] [added: 20] | | % | | | | 19 | | % | | | | [removed: 17] [added: 19] | | % |

| Real Food Snacking | | | [removed: 7] [added: 5] | | % | | | | [removed: 9] [added: 7] | | % | | | | 9 | | % |

| Flavorful Hydration | | | [removed: 7] [added: 8] | | % | | | | [removed: 6] [added: 7] | | % | | | | 6 | | % |

| Other | | | [removed: 10] [added: 9] | | % | | | | 10 | | % | | | | [removed: 13] [added: 10] | | % |

| | | | December [removed: 25, 2021] [added: 31, 2022] | | | | | | December [removed: 26, 2020] [added: 25, 2021] | | | | | | December [removed: 28, 2019] [added: 26, 2020] | | |

| Condiments and sauces | | | [removed: 28] [added: 31] | | % | | | | [removed: 26] [added: 28] | | % | | | | 26 | | % |

| Cheese and dairy | | | [removed: 19] [added: 15] | | % | | | | [removed: 20] [added: 19] | | % | | | | 20 | | % |

| Ambient foods | | | [removed: 11] [added: 12] | | % | | | | 11 | | % | | | | [removed: 10] [added: 11] | | % |

| Frozen and chilled foods | | | [removed: 10] [added: 11] | | % | | | | 10 | | % | | | | [removed: 9] [added: 10] | | % |

Our business operations, including the production, transportation, storage, distribution, sale, display, advertising, marketing, labeling, [removed: quality] [added: quality,] and safety of our products and their ingredients, and our occupational safety, health, and privacy practices, are subject to various laws and regulations.

We are also subject to numerous laws and regulations outside of the United [removed: States,] [added: States in markets where our products are manufactured, distributed, or sold,] including [removed: but not limited to] laws and regulations governing food safety, health and safety, anti-corruption, and data privacy.

We rely on legal and operational compliance programs, as well as in-house and outside counsel, to guide our businesses in complying with applicable laws and [removed: regulations of the countries in which we do business.][added: regulations.]

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

As of December [removed: 25, 2021,] [added: 31, 2022,] we had accrued an amount we deemed appropriate for environmental remediation.

Based on information currently available, we believe that the ultimate resolution of existing environmental remediation actions and our [removed: compliance in] general [added: compliance] with environmental laws and regulations will not have a material effect on our earnings or financial condition.

However, it is difficult to predict with certainty the potential impact of future compliance efforts and environmental remedial actions [removed: and] [added: and,] thus, future costs associated with such matters may exceed current reserves.

We are driven by our Purpose, our [removed: Vision *To] [added: 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 it*.

Our Board of Directors (“Board”), through the [added: Human Capital and] Compensation Committee, oversees our human resources [removed: strategy and] [added: strategy,] key [removed: policies.][added: policies, and our 2025 diversity, inclusion, and belonging aspirations.]

In the second quarter of 2022, our internal reporting and reportable segments changed.

We combined our United States and Canada zones to form the North America zone as a result of previously announced organizational changes, which are intended to advance and support our long-term growth plans by streamlining and synergizing our United States and Canada businesses.

We also grant certain licenses to third parties to use our intellectual property rights in select jurisdictions.

We expect these costs to continue to increase and inflation to remain elevated through 2023.

- continuous process, product, and supply chain optimization.

We have key customers in different regions around the world.

Both of our segments have sales to Walmart Inc.

Our people are at the heart of who we are at Kraft Heinz.

We drive growth through development opportunities, career ownership, and autonomy and recognize and reward outstanding performance at every level, creating a true spirit of meritocracy.

We strive to channel our employees’ passion, curiosity, and attitude to make an impact on our future and our legacy by leading as learners, acting as owners, and being change agents.

To help us evaluate how effective our safety efforts are in lowering incidents rates, we use a Total Recordable Incident Rate (“TRIR”).

Our TRIR globally was 0.53 in 2022 and 0.62 in 2021.

Our Global Inclusion Council has been established to create strategic accountability for results.

It also provides governance and oversight of reporting on diversity efforts and initiatives.

The Council is comprised of executive leaders and members of the Board.

As of December 31, 2022:

In 2022, our global women’s accelerator program, The WE Network, won a Brandon Hall Gold Award for Best Advance in Leadership Development for Women.

Total Rewards includes compensation elements of salary and wages and incentives, healthcare, savings and insurance plans, wellbeing plans, employee recognition programs, and other voluntary elected benefits.

We aim for global consistency while respecting local market practices.

The plans are designed to be market competitive and data-driven to promote our high-performance and results-oriented culture and realize our Purpose to *Make Life Delicious* for employees and their families.

| Yang Xu *Senior Vice President, Global Head of Corporate Development; Global Treasurer* | | | | | | 43 | | | | | | Senior Vice President, Global Head of Corporate Development, and Global Treasurer (since March 2022); Global Head of Treasury and M&A (April 2021 to March 2022); and Senior Vice President, Global Treasurer, and Head of Global Business Excellence (July 2020 to April 2021). Senior Director, Corporate Treasury and Risk Management at Whirlpool Corporation, a major home appliance company (2016 to April 2018). | | |

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.

COVID-19 Pandemic:

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.

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

In 2020, particularly in March and April, we experienced consolidated net sales growth as higher demand for our retail products more than offset declines in our foodservice 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.

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.

| Canada | | | | | | *Kraft, Philadelphia, Heinz, Classico, Maxwell House* | | |

In addition, in our agreements with Mondelēz International, Inc. (“Mondelēz”), following the spin-off of Kraft from Mondelēz 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 expect this cost inflation to remain elevated through at least 2022.

- continuous process improvement and product optimization in pursuit of cost reductions.

Additionally, we have key customers in different regions around the world; however, none of these customers are individually significant to our consolidated business.

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.

These laws and regulations are administered by federal, state, and local government agencies in the United States, as well as government entities and agencies outside the United States in markets where our products are manufactured, distributed, or sold.

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

In response to the emergence of COVID-19 in early 2020, we provided enhanced benefits and implemented additional workplace safety programs and processes in all our manufacturing facilities, many of which have continued through 2021.

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.

As the circumstances and impacts of COVID-19 continue to evolve, we regularly evaluate our response to adapt and protect the health and safety of our employees, while supporting consumers and our communities.

As of December 25, 2021:

*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.

Our reward programs complement our strategy and Values and enable us to attract and retain qualified individuals.

They are market competitive and data-driven to preserve our high-performance and results-oriented culture.

| Paulo Basilio, *Executive Vice President and Global Chief Financial Officer* | | | | | | 47 | | | | | | Executive Vice President (since December 2021) and Global Chief Financial Officer (since September 2019); Chief Business Planning and Development Officer (July 2019 to September 2019); President of the U.S. Commercial Business (October 2017 to June 2019); and Executive Vice President and Chief Financial Officer (2015 to October 2017). Partner (since 2012) of 3G Capital. | | |

Mr. Patricio also invests in the 3G Kraft Heinz Company Holdings LP (the “Fund”), which is affiliated with 3G Capital.

His investment represents less than 1% of the Fund’s assets.

See Note [removed: 16,] [added: 15,] *Commitments and Contingencies*, in Item 8, *Financial Statements and Supplementary Data*.

For the fiscal year ended December [removed: 25, 2021][added: 31, 2022]

[removed: ][added: ]

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: $28] [added: approximately $34.6] billion.

As of February [removed: 12, 2022,] [added: 11, 2023,] there were [removed: 1,223,740,203] [added: 1,225,003,377] 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: 5, 2022] [added: 4, 2023] are incorporated by reference into Part III hereof.

| [Item 1. [removed: Business.](#i4efb2fdf4043403491c41b83b16e1304_16)] [added: Business.](#i22a191ec6f8a47c9b03d175e50bc8337_16)] | | | [removed: [1](#i4efb2fdf4043403491c41b83b16e1304_16)] [added: [1](#i22a191ec6f8a47c9b03d175e50bc8337_16)] | | |

| [Item 1A. Risk [removed: Factors.](#i4efb2fdf4043403491c41b83b16e1304_25)] [added: Factors.](#i22a191ec6f8a47c9b03d175e50bc8337_25)] | | | [removed: [8](#i4efb2fdf4043403491c41b83b16e1304_25)] [added: [7](#i22a191ec6f8a47c9b03d175e50bc8337_25)] | | |

| [Item 1B. Unresolved Staff [removed: Comments.](#i4efb2fdf4043403491c41b83b16e1304_28)] [added: Comments.](#i22a191ec6f8a47c9b03d175e50bc8337_28)] | | | [removed: [21](#i4efb2fdf4043403491c41b83b16e1304_28)] [added: [20](#i22a191ec6f8a47c9b03d175e50bc8337_28)] | | |

| [Item 2. [removed: Properties.](#i4efb2fdf4043403491c41b83b16e1304_31)] [added: Properties.](#i22a191ec6f8a47c9b03d175e50bc8337_31)] | | | [removed: [22](#i4efb2fdf4043403491c41b83b16e1304_31)] [added: [20](#i22a191ec6f8a47c9b03d175e50bc8337_31)] | | |

| [Item 3. Legal [removed: Proceedings.](#i4efb2fdf4043403491c41b83b16e1304_34)] [added: Proceedings.](#i22a191ec6f8a47c9b03d175e50bc8337_34)] | | | [removed: [22](#i4efb2fdf4043403491c41b83b16e1304_34)] [added: [21](#i22a191ec6f8a47c9b03d175e50bc8337_34)] | | |

| [Item 4. Mine Safety [removed: Disclosures.](#i4efb2fdf4043403491c41b83b16e1304_37)] [added: Disclosures.](#i22a191ec6f8a47c9b03d175e50bc8337_37)] | | | [removed: [22](#i4efb2fdf4043403491c41b83b16e1304_37)] [added: [21](#i22a191ec6f8a47c9b03d175e50bc8337_37)] | | |

| [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities.](#i4efb2fdf4043403491c41b83b16e1304_43)] [added: Securities.](#i22a191ec6f8a47c9b03d175e50bc8337_43)] | | | [removed: [22](#i4efb2fdf4043403491c41b83b16e1304_43)] [added: [21](#i22a191ec6f8a47c9b03d175e50bc8337_43)] | | |

| [Item 6. [removed: \[Reserved\].](#i4efb2fdf4043403491c41b83b16e1304_46)] [added: \[Reserved\].](#i22a191ec6f8a47c9b03d175e50bc8337_46)] | | | [removed: [23](#i4efb2fdf4043403491c41b83b16e1304_46)] [added: [22](#i22a191ec6f8a47c9b03d175e50bc8337_46)] | | |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations.](#i4efb2fdf4043403491c41b83b16e1304_49)] [added: Operations.](#i22a191ec6f8a47c9b03d175e50bc8337_49)] | | | [removed: [24](#i4efb2fdf4043403491c41b83b16e1304_49)] [added: [23](#i22a191ec6f8a47c9b03d175e50bc8337_49)] | | |

| [Consolidated Results of [removed: Operations](#i4efb2fdf4043403491c41b83b16e1304_55)] [added: Operations](#i22a191ec6f8a47c9b03d175e50bc8337_55)] | | | [removed: [25](#i4efb2fdf4043403491c41b83b16e1304_55)] [added: [24](#i22a191ec6f8a47c9b03d175e50bc8337_55)] | | |

| [Results of Operations by [removed: Segment](#i4efb2fdf4043403491c41b83b16e1304_58)] [added: Segment](#i22a191ec6f8a47c9b03d175e50bc8337_58)] | | | [removed: [27](#i4efb2fdf4043403491c41b83b16e1304_58)] [added: [27](#i22a191ec6f8a47c9b03d175e50bc8337_58)] | | |

| [Liquidity and Capital [removed: Resources](#i4efb2fdf4043403491c41b83b16e1304_73)] [added: Resources](#i22a191ec6f8a47c9b03d175e50bc8337_61)] | | | [removed: [30](#i4efb2fdf4043403491c41b83b16e1304_73)] [added: [29](#i22a191ec6f8a47c9b03d175e50bc8337_61)] | | |

| [Commodity [removed: Trends](#i4efb2fdf4043403491c41b83b16e1304_70)] [added: Trends](#i22a191ec6f8a47c9b03d175e50bc8337_64)] | | | [removed: [35](#i4efb2fdf4043403491c41b83b16e1304_70)] [added: [34](#i22a191ec6f8a47c9b03d175e50bc8337_64)] | | |

| [Critical Accounting [removed: Estimates](#i4efb2fdf4043403491c41b83b16e1304_61)] [added: Estimates](#i22a191ec6f8a47c9b03d175e50bc8337_67)] | | | [removed: [35](#i4efb2fdf4043403491c41b83b16e1304_61)] [added: [34](#i22a191ec6f8a47c9b03d175e50bc8337_67)] | | |

| [New Accounting [removed: Pronouncements](#i4efb2fdf4043403491c41b83b16e1304_64)] [added: Pronouncements](#i22a191ec6f8a47c9b03d175e50bc8337_70)] | | | [removed: [40](#i4efb2fdf4043403491c41b83b16e1304_64)] [added: [38](#i22a191ec6f8a47c9b03d175e50bc8337_70)] | | |

| [Non-GAAP Financial [removed: Measures](#i4efb2fdf4043403491c41b83b16e1304_82)] [added: Measures](#i22a191ec6f8a47c9b03d175e50bc8337_76)] | | | [removed: [40](#i4efb2fdf4043403491c41b83b16e1304_82)] [added: [38](#i22a191ec6f8a47c9b03d175e50bc8337_76)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures about Market [removed: Risk.](#i4efb2fdf4043403491c41b83b16e1304_85)] [added: Risk.](#i22a191ec6f8a47c9b03d175e50bc8337_79)] | | | [removed: [45](#i4efb2fdf4043403491c41b83b16e1304_85)] [added: [43](#i22a191ec6f8a47c9b03d175e50bc8337_79)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data.](#i4efb2fdf4043403491c41b83b16e1304_88)] [added: Data.](#i22a191ec6f8a47c9b03d175e50bc8337_82)] | | | [removed: [46](#i4efb2fdf4043403491c41b83b16e1304_88)] [added: [44](#i22a191ec6f8a47c9b03d175e50bc8337_82)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i4efb2fdf4043403491c41b83b16e1304_91)] [added: Firm](#i22a191ec6f8a47c9b03d175e50bc8337_85)] | | | [removed: [46](#i4efb2fdf4043403491c41b83b16e1304_91)] [added: [44](#i22a191ec6f8a47c9b03d175e50bc8337_85)] | | |

| [Consolidated Statements of [removed: Income](#i4efb2fdf4043403491c41b83b16e1304_94)] [added: Income](#i22a191ec6f8a47c9b03d175e50bc8337_88)] | | | [removed: [49](#i4efb2fdf4043403491c41b83b16e1304_94)] [added: [47](#i22a191ec6f8a47c9b03d175e50bc8337_88)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i4efb2fdf4043403491c41b83b16e1304_97)] [added: Income](#i22a191ec6f8a47c9b03d175e50bc8337_91)] | | | [removed: [50](#i4efb2fdf4043403491c41b83b16e1304_97)] [added: [48](#i22a191ec6f8a47c9b03d175e50bc8337_91)] | | |

| [Consolidated Balance [removed: Sheets](#i4efb2fdf4043403491c41b83b16e1304_100)] [added: Sheets](#i22a191ec6f8a47c9b03d175e50bc8337_94)] | | | [removed: [51](#i4efb2fdf4043403491c41b83b16e1304_100)] [added: [49](#i22a191ec6f8a47c9b03d175e50bc8337_94)] | | |

| [Consolidated Statements of [removed: Equity](#i4efb2fdf4043403491c41b83b16e1304_103)] [added: Equity](#i22a191ec6f8a47c9b03d175e50bc8337_97)] | | | [removed: [52](#i4efb2fdf4043403491c41b83b16e1304_103)] [added: [50](#i22a191ec6f8a47c9b03d175e50bc8337_97)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i4efb2fdf4043403491c41b83b16e1304_106)] [added: Flows](#i22a191ec6f8a47c9b03d175e50bc8337_100)] | | | [removed: [53](#i4efb2fdf4043403491c41b83b16e1304_106)] [added: [51](#i22a191ec6f8a47c9b03d175e50bc8337_100)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i4efb2fdf4043403491c41b83b16e1304_109)] [added: Statements](#i22a191ec6f8a47c9b03d175e50bc8337_103)] | | | [removed: [54](#i4efb2fdf4043403491c41b83b16e1304_109)] [added: [52](#i22a191ec6f8a47c9b03d175e50bc8337_103)] | | |

| [Note 1. Basis of [removed: Presentation](#i4efb2fdf4043403491c41b83b16e1304_112)] [added: Presentation](#i22a191ec6f8a47c9b03d175e50bc8337_106)] | | | [removed: [54](#i4efb2fdf4043403491c41b83b16e1304_112)] [added: [52](#i22a191ec6f8a47c9b03d175e50bc8337_106)] | | |

| [Note 2. Significant Accounting [removed: Policies](#i4efb2fdf4043403491c41b83b16e1304_115)] [added: Policies](#i22a191ec6f8a47c9b03d175e50bc8337_109)] | | | [removed: [55](#i4efb2fdf4043403491c41b83b16e1304_115)] [added: [53](#i22a191ec6f8a47c9b03d175e50bc8337_109)] | | |

| [Note 3. New Accounting [removed: Standards](#i4efb2fdf4043403491c41b83b16e1304_118)] [added: Standards](#i22a191ec6f8a47c9b03d175e50bc8337_112)] | | | [removed: [60](#i4efb2fdf4043403491c41b83b16e1304_118)] [added: [57](#i22a191ec6f8a47c9b03d175e50bc8337_112)] | | |

| [Note 4. Acquisitions and [removed: Divestitures](#i4efb2fdf4043403491c41b83b16e1304_121)] [added: Divestitures](#i22a191ec6f8a47c9b03d175e50bc8337_115)] | | | [removed: [60](#i4efb2fdf4043403491c41b83b16e1304_121)] [added: [58](#i22a191ec6f8a47c9b03d175e50bc8337_115)] | | |

| [Note 5. Restructuring [removed: Activities](#i4efb2fdf4043403491c41b83b16e1304_124)] [added: Activities](#i22a191ec6f8a47c9b03d175e50bc8337_118)] | | | [removed: [66](#i4efb2fdf4043403491c41b83b16e1304_124)] [added: [63](#i22a191ec6f8a47c9b03d175e50bc8337_118)] | | |

| [Note [removed: 8.] [added: 7.] Property, Plant and [removed: Equipment](#i4efb2fdf4043403491c41b83b16e1304_133)] [added: Equipment](#i22a191ec6f8a47c9b03d175e50bc8337_127)] | | | [removed: [68](#i4efb2fdf4043403491c41b83b16e1304_133)] [added: [65](#i22a191ec6f8a47c9b03d175e50bc8337_127)] | | |

| [Note [removed: 9.] [added: 8.] Goodwill and Intangible [removed: Assets](#i4efb2fdf4043403491c41b83b16e1304_136)] [added: Assets](#i22a191ec6f8a47c9b03d175e50bc8337_130)] | | | [removed: [68](#i4efb2fdf4043403491c41b83b16e1304_136)] [added: [65](#i22a191ec6f8a47c9b03d175e50bc8337_130)] | | |

| [Note [removed: 11.] [added: 10.] Employees’ Stock Incentive [removed: Plans](#i4efb2fdf4043403491c41b83b16e1304_142)] [added: Plans](#i22a191ec6f8a47c9b03d175e50bc8337_136)] | | | [removed: [76](#i4efb2fdf4043403491c41b83b16e1304_142)] [added: [74](#i22a191ec6f8a47c9b03d175e50bc8337_136)] | | |

| [Note [removed: 14.] [added: 13.] Accumulated Other Comprehensive [removed: Income/(Losses)](#i4efb2fdf4043403491c41b83b16e1304_154)] [added: Income/(Losses)](#i22a191ec6f8a47c9b03d175e50bc8337_145)] | | | [removed: [96](#i4efb2fdf4043403491c41b83b16e1304_154)] [added: [93](#i22a191ec6f8a47c9b03d175e50bc8337_145)] | | |

| [Note [removed: 16.] [added: 15.] Commitments and [removed: Contingencies](#i4efb2fdf4043403491c41b83b16e1304_163)] [added: Contingencies](#i22a191ec6f8a47c9b03d175e50bc8337_151)] | | | [removed: [99](#i4efb2fdf4043403491c41b83b16e1304_163)] [added: [96](#i22a191ec6f8a47c9b03d175e50bc8337_151)] | | |

| [PART I](#i22a191ec6f8a47c9b03d175e50bc8337_13) | | | [1](#i22a191ec6f8a47c9b03d175e50bc8337_13) | | |

| [PART II](#i22a191ec6f8a47c9b03d175e50bc8337_40) | | | [21](#i22a191ec6f8a47c9b03d175e50bc8337_40) | | |

| [Overview](#i22a191ec6f8a47c9b03d175e50bc8337_52) | | | [23](#i22a191ec6f8a47c9b03d175e50bc8337_52) | | |

| [Contingencies](#i22a191ec6f8a47c9b03d175e50bc8337_73) | | | [38](#i22a191ec6f8a47c9b03d175e50bc8337_73) | | |

| [Note 6. Inventories](#i22a191ec6f8a47c9b03d175e50bc8337_124) | | | [65](#i22a191ec6f8a47c9b03d175e50bc8337_124) | | |

| [Note 9. Income Taxes](#i22a191ec6f8a47c9b03d175e50bc8337_133) | | | [71](#i22a191ec6f8a47c9b03d175e50bc8337_133) | | |

| [Note 11. Postemployment Benefits](#i22a191ec6f8a47c9b03d175e50bc8337_139) | | | [78](#i22a191ec6f8a47c9b03d175e50bc8337_139) | | |

| [Note 12. Financial Instruments](#i22a191ec6f8a47c9b03d175e50bc8337_142) | | | [88](#i22a191ec6f8a47c9b03d175e50bc8337_142) | | |

| [Note 14. Financing Arrangements](#i22a191ec6f8a47c9b03d175e50bc8337_148) | | | [95](#i22a191ec6f8a47c9b03d175e50bc8337_148) | | |

| [Note 16. Debt](#i22a191ec6f8a47c9b03d175e50bc8337_154) | | | [97](#i22a191ec6f8a47c9b03d175e50bc8337_154) | | |

| [Note 17. Leases](#i22a191ec6f8a47c9b03d175e50bc8337_157) | | | [102](#i22a191ec6f8a47c9b03d175e50bc8337_157) | | |

| [Note 18. Capital Stock](#i22a191ec6f8a47c9b03d175e50bc8337_160) | | | [104](#i22a191ec6f8a47c9b03d175e50bc8337_160) | | |

| [Note 19. Earnings Per Share](#i22a191ec6f8a47c9b03d175e50bc8337_163) | | | [104](#i22a191ec6f8a47c9b03d175e50bc8337_163) | | |

| [Note 20. Segment Reporting](#i22a191ec6f8a47c9b03d175e50bc8337_166) | | | [105](#i22a191ec6f8a47c9b03d175e50bc8337_166) | | |

| [Note 21. Other Financial Data](#i22a191ec6f8a47c9b03d175e50bc8337_169) | | | [107](#i22a191ec6f8a47c9b03d175e50bc8337_169) | | |

| [PART III](#i22a191ec6f8a47c9b03d175e50bc8337_184) | | | [110](#i22a191ec6f8a47c9b03d175e50bc8337_184) | | |

| [PART IV](#i22a191ec6f8a47c9b03d175e50bc8337_202) | | | [111](#i22a191ec6f8a47c9b03d175e50bc8337_202) | | |

| [Signatures](#i22a191ec6f8a47c9b03d175e50bc8337_211) | | | [116](#i22a191ec6f8a47c9b03d175e50bc8337_211) | | |

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

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

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

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

| [Note 6. Restricted Cash](#i4efb2fdf4043403491c41b83b16e1304_127) | | | [67](#i4efb2fdf4043403491c41b83b16e1304_127) | | |

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

| [Note 10. Income Taxes](#i4efb2fdf4043403491c41b83b16e1304_139) | | | [74](#i4efb2fdf4043403491c41b83b16e1304_139) | | |

| [Note 12. Postemployment Benefits](#i4efb2fdf4043403491c41b83b16e1304_145) | | | [80](#i4efb2fdf4043403491c41b83b16e1304_145) | | |

| [Note 13. Financial Instruments](#i4efb2fdf4043403491c41b83b16e1304_148) | | | [90](#i4efb2fdf4043403491c41b83b16e1304_148) | | |

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

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

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

| [Note 19. Capital Stock](#i4efb2fdf4043403491c41b83b16e1304_172) | | | [109](#i4efb2fdf4043403491c41b83b16e1304_172) | | |

| [Note 20. Earnings Per Share](#i4efb2fdf4043403491c41b83b16e1304_175) | | | [109](#i4efb2fdf4043403491c41b83b16e1304_175) | | |

| [Note 21. Segment Reporting](#i4efb2fdf4043403491c41b83b16e1304_178) | | | [110](#i4efb2fdf4043403491c41b83b16e1304_178) | | |

| [Note 22. Other Financial Data](#i4efb2fdf4043403491c41b83b16e1304_181) | | | [112](#i4efb2fdf4043403491c41b83b16e1304_181) | | |

| [PART III](#i4efb2fdf4043403491c41b83b16e1304_196) | | | [115](#i4efb2fdf4043403491c41b83b16e1304_196) | | |

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

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

As of December [removed: 25, 2021,] [added: 31, 2022,] we operated [removed: 79] [added: 78] manufacturing and processing facilities.

We own [removed: 74] [added: 72] and lease [removed: five] [added: six] of these facilities.

Our manufacturing and processing facilities count by segment as of December [removed: 25, 2021] [added: 31, 2022] was:

| International | | | 40 | | | | | | [removed: 2] [added: 3] | | |

We also acquired [removed: two owned manufacturing facilities and] one [removed: leased] [added: owned] manufacturing facility in our International segment.

| North America | | | 32 | | | | | | 3 | | |

In 2022, we transferred ownership of our facility in Ontario, Oregon as part of a long-term third-party manufacturing agreement in our North America segment.

Additionally, we divested certain assets and operations associated with our business-to-business powdered cheese business in our North America segment, including, among other things, a manufacturing facility in Albany, Minnesota.

| United States | | | 33 | | | | | | 1 | | |

| Canada | | | 1 | | | | | | 2 | | |

In 2021, we divested certain assets and operations, primarily in our global cheese and nuts businesses, including six owned manufacturing facilities in the United States.

Our common stock is listed on The Nasdaq Stock Market LLC (Nasdaq) under the ticker symbol “KHC.” At February [removed: 12, 2022,] [added: 11, 2023,] there were approximately [removed: 42,000] [added: 40,000] holders of record of our common stock.

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: 25, 2021.][added: 31, 2022.]

This graph covers the five-year period from December [removed: 30, 2016] [added: 29, 2017] (the last trading day of our fiscal year [removed: 2016)] [added: 2017)] through December [removed: 23, 2021] [added: 30, 2022] (the last trading day of our fiscal year [removed: 2021).][added: 2022).]

The graph shows total shareholder return assuming $100 was invested on December [removed: 30, 2016] [added: 29, 2017] and the dividends were reinvested on a daily basis.

[removed: ][added: ]

| December [removed: 30, 2016] [added: 29, 2017] | | | $ | 100.00 | | | | | $ | 100.00 | | | | | $ | 100.00 | |

Issuer Purchases of Equity Securities During the Three Months Ended December [removed: 25, 2021][added: 31, 2022]

Our share repurchase activity in the three months ended December [removed: 25, 2021] [added: 31, 2022] was:

| December 28, 2018 | | | 58.45 | | | | | | 94.80 | | | | | | 96.69 | | |

| December 27, 2019 | | | 44.85 | | | | | | 126.06 | | | | | | 124.43 | | |

| December 24, 2020 | | | 52.49 | | | | | | 146.73 | | | | | | 131.03 | | |

| December 23, 2021 | | | 55.16 | | | | | | 189.93 | | | | | | 148.98 | | |

| December 30, 2022 | | | 66.43 | | | | | | 156.88 | | | | | | 164.32 | | |

| 9/25/2022 — 10/29/2022 | | | | | | 2,779,689 | | | | | | $ | 34.99 | | | | | — | | | | | | $ | — | |

| 10/30/2022 — 11/26/2022 | | | | | | 433,574 | | | | | | 37.73 | | | | | | — | | | | | | — | | |

| 11/27/2022 — 12/31/2022 | | | | | | 97,208 | | | | | | 40.23 | | | | | | — | | | | | | — | | |

| Total | | | | | | 3,310,471 | | | | | | | | | | | | — | | | | | | | | |

| 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 | | | | | | | | | | | | — | | | | | | | | |

We have audited the accompanying consolidated balance sheets of The Kraft Heinz Company and its subsidiaries (the “Company”) as of December [removed: 25, 2021] [added: 31, 2022] and December [removed: 26, 2020,] [added: 25, 2021,] 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: 25, 2021,] [added: 31, 2022,] 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: 25, 2021,] [added: 31, 2022,] 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: 25, 2021] [added: 31, 2022] and December [removed: 26, 2020,] [added: 25, 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December [removed: 25, 2021] [added: 31, 2022] 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: 25, 2021,] [added: 31, 2022,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

As described in Notes 2 and [removed: 9] [added: 8] to the consolidated financial statements, the Company’s consolidated goodwill balance was [removed: $31.3] [added: $30.8] billion as of December [removed: 25, 2021.][added: 31, 2022.]

[removed: Management tests] [added: Historically, management tested] reporting units for impairment annually as of the first day of the second quarter, or more frequently if events or circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

Management recognized non-cash [added: goodwill] impairment losses of [removed: $318] [added: $444] million for the year ended December [removed: 25, 2021.][added: 31, 2022.]

As described in Notes 2 and [removed: 9] [added: 8] to the consolidated financial statements, the Company’s consolidated indefinite-lived intangible assets balance, which consists primarily of individual brands, was [removed: $39.4] [added: $38.6] billion as of December [removed: 25, 2021.][added: 31, 2022.]

[removed: Management tests] [added: Historically, management tested] brands for impairment annually as of the first day of the second quarter, or more frequently if events or circumstances indicate it is more likely than not that the fair value of a brand is less than its carrying amount.

Management recognized non-cash [added: indefinite-lived intangible asset] impairment losses of [removed: $1.3 billion] [added: $462 million] for the year ended December [removed: 25, 2021.][added: 31, 2022.]

| | | | December [removed: 25, 2021] [added: 31, 2022] | | | | | | December [removed: 26, 2020] [added: 25, 2021] | | | | | | December [removed: 28, 2019] [added: 26, 2020] | | |

| Net sales | | | $ | [removed: 26,042] [added: 26,485] | | | | | $ | [removed: 26,185] [added: 26,042] | | | | | $ | [removed: 24,977] [added: 26,185] | |

| Cost of products sold | | | [removed: 17,360] [added: 18,363] | | | | | | [removed: 17,008] [added: 17,360] | | | | | | [removed: 16,830] [added: 17,008] | | |

| Gross profit | | | [removed: 8,682] [added: 8,122] | | | | | | [removed: 9,177] [added: 8,682] | | | | | | [removed: 8,147] [added: 9,177] | | |

| Selling, general and administrative expenses, excluding impairment losses | | | [removed: 3,588] [added: 3,575] | | | | | | [removed: 3,650] [added: 3,588] | | | | | | [removed: 3,178] [added: 3,650] | | |

| Goodwill impairment losses | | | [removed: 318] [added: 444] | | | | | | [removed: 2,343] [added: 318] | | | | | | [removed: 1,197] [added: 2,343] | | |

| Intangible asset impairment losses | | | [removed: 1,316] [added: 469] | | | | | | [removed: 1,056] [added: 1,316] | | | | | | [removed: 702] [added: 1,056] | | |

| Selling, general and administrative expenses | | | [removed: 5,222] [added: 4,488] | | | | | | [removed: 7,049] [added: 5,222] | | | | | | [removed: 5,077] [added: 7,049] | | |

| Operating income/(loss) | | | [removed: 3,460] [added: 3,634] | | | | | | [removed: 2,128] [added: 3,460] | | | | | | [removed: 3,070] [added: 2,128] | | |

| Interest expense | | | [removed: 2,047] [added: 921] | | | | | | [removed: 1,394] [added: 2,047] | | | | | | [removed: 1,361] [added: 1,394] | | |

| Other expense/(income) | | | [removed: (295)] [added: (253)] | | | | | | [removed: (296)] [added: (295)] | | | | | | [removed: (952)] [added: (296)] | | |

| Income/(loss) before income taxes | | | [removed: 1,708] [added: 2,966] | | | | | | [removed: 1,030] [added: 1,708] | | | | | | [removed: 2,661] [added: 1,030] | | |

| Provision for/(benefit from) income taxes | | | [removed: 684] [added: 598] | | | | | | [removed: 669] [added: 684] | | | | | | [removed: 728] [added: 669] | | |

| Net income/(loss) | | | [removed: 1,024] [added: 2,368] | | | | | | [removed: 361] [added: 1,024] | | | | | | [removed: 1,933] [added: 361] | | |

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

| Net income/(loss) attributable to common shareholders | | | $ | [removed: 1,012] [added: 2,363] | | | | | $ | [removed: 356] [added: 1,012] | | | | | $ | [removed: 1,935] [added: 356] | |

| Basic earnings/(loss) | | | $ | [removed: 0.83] [added: 1.93] | | | | | $ | [removed: 0.29] [added: 0.83] | | | | | $ | [removed: 1.59] [added: 0.29] | |

| Diluted earnings/(loss) | | | [removed: 0.82] [added: 1.91] | | | | | | [removed: 0.29] [added: 0.82] | | | | | | [removed: 1.58] [added: 0.29] | | |

| | | | December [removed: 25, 2021] [added: 31, 2022] | | | | | | December [removed: 26, 2020] [added: 25, 2021] | | | | | | December [removed: 28, 2019] [added: 26, 2020] | | |

| Net income/(loss) | | | $ | [removed: 1,024] [added: 2,368] | | | | | $ | [removed: 361] [added: 1,024] | | | | | $ | [removed: 1,933] [added: 361] | |

| Foreign currency translation adjustments | | | [removed: (236)] [added: (914)] | | | | | | [removed: 327] [added: (236)] | | | | | | [removed: 246] [added: 327] | | |

| Net deferred gains/(losses) on net investment hedges | | | [removed: 169] [added: 343] | | | | | | [removed: (321)] [added: 169] | | | | | | [removed: 1] [added: (321)] | | |

| Amounts excluded from the effectiveness assessment of net investment hedges | | | [removed: 35] [added: 32] | | | | | | [removed: 26] [added: 35] | | | | | | [removed: 22] [added: 26] | | |

| Net deferred losses/(gains) on net investment hedges reclassified to net income/(loss) | | | [removed: (29)] [added: (28)] | | | | | | [removed: (17)] [added: (29)] | | | | | | [removed: (16)] [added: (17)] | | |

| Net deferred gains/(losses) on cash flow hedges | | | [removed: (91)] [added: (72)] | | | | | | [removed: 144] [added: (91)] | | | | | | [removed: (10)] [added: 144] | | |

| Amounts excluded from the effectiveness assessment of cash flow hedges | | | [removed: 27] [added: 14] | | | | | | [removed: 24] [added: 27] | | | | | | [removed: 29] [added: 24] | | |

| Net deferred losses/(gains) on cash flow hedges reclassified to net income/(loss) | | | [removed: 68] [added: 26] | | | | | | [removed: (116)] [added: 68] | | | | | | [removed: (41)] [added: (116)] | | |

| Net actuarial gains/(losses) arising during the period | | | [removed: 232] [added: (386)] | | | | | | [removed: (27)] [added: 232] | | | | | | [removed: (70)] [added: (27)] | | |

| [removed: Prior] [added: Amortization of prior] service [removed: credits/(costs) arising during the period] [added: costs/(credits)] | | | — | | | | | | — | | | | | | [added: — | | | | | |] 1 | | | [added: | | | 1 | | | | | | — | | |]

| Net postemployment benefit losses/(gains) reclassified to net income/(loss) | | | [removed: (26)] [added: (8)] | | | | | | [removed: (118)] [added: (26)] | | | | | | [removed: (234)] [added: (118)] | | |

Beginning in the third quarter of 2022 and for subsequent annual periods, management voluntarily changed the annual impairment assessment date to the first day of the third quarter.

Beginning in the third quarter of 2022 and for subsequent annual periods, management voluntarily changed the annual impairment assessment date to the first day of the third quarter.

| Other comprehensive income/(loss) excluding redeemable noncontrolling interest | | | — | | | | | | — | | | | | | — | | | | | | (986) | | | | | | — | | | | | | (4) | | | | | | (990) | | |

| Balance at December 31, 2022 | | | $ | 12 | | | | | $ | 51,834 | | | | | $ | 489 | | | | | $ | (2,810) | | | | | $ | (847) | | | | | $ | 152 | | | | | $ | 48,830 | |

| Trade receivables | | | (228) | | | | | | 87 | | | | | | (26) | | |

| Other current assets | | | (314) | | | | | | (32) | | | | | | 40 | | |

In the second quarter of 2022, our internal reporting and reportable segments changed.

We combined our United States and Canada zones to form the North America zone as a result of previously announced organizational changes, which are intended to advance and support our long-term growth plans by streamlining and synergizing our United States and Canada businesses.

Restricted cash recorded in other non-current assets was $1 million at December 31, 2022 and $1 million at December 25, 2021.

Total cash, cash equivalents, and restricted cash was $1,041 million at December 31, 2022 and $3,446 million at December 25, 2021.

All remaining amounts to be amortized are included in other non-current assets.

See Note 8, *Goodwill and Intangible Assets*, in Item 8, *Financial Statements and Supplementary Data*, for a discussion of the timing of the annual impairment test.

Supplier Finance Programs (Topic 405-50) - Disclosure of Supplier Finance Program Obligations:

In September 2022, the FASB issued ASU 2022-04 to add disclosure requirements relative to supplier financing programs under ASC 405, *Liabilities*.

The guidance requires entities that maintain supplier financing programs to provide information in their financial statements about their use of supplier finance programs and their effect on the entity’s working capital, liquidity, and cash flows.

Specifically, the amendment requires entities to disclose the key terms of their programs, amounts outstanding, balance sheet presentation, and a rollforward of amounts outstanding during the annual period.

Only the amount outstanding at the end of the period is required to be disclosed in interim periods.

The ASU will be effective beginning in the first quarter of 2023, except for the rollforward requirement, which is effective in fiscal year 2024.

Early adoption is permitted.

While we currently disclose the amounts outstanding on our existing trade payables programs, we are reviewing the provisions of this new pronouncement but do not expect this ASU to have a significant impact on our financial statements and related disclosures.

On March 31, 2022 (the “Hemmer Acquisition Date”), we acquired a majority of the outstanding equity interests of Companhia Hemmer Indústria e Comércio (“Hemmer”), a Brazilian food and beverage manufacturing company focused on the condiments and sauces category, from certain third-party shareholders (the “Hemmer Acquisition”).

Total cash consideration related to the Hemmer Acquisition was approximately 1.3 billion Brazilian reais (approximately $279 million at the Hemmer Acquisition Date).

A noncontrolling interest was recognized at fair value, which was determined to be the noncontrolling interest’s proportionate share of the acquiree’s identifiable net assets, as of the Hemmer Acquisition Date.

As of the Hemmer Acquisition Date, we acquired 94% of the outstanding shares of Hemmer.

In the third quarter of 2022, we completed the redemption of the remaining outstanding shares and own 100% of the controlling interest in Hemmer.

The preliminary purchase price allocation to assets acquired and liabilities assumed in the Hemmer Acquisition was (in millions):

| | | | Initial Allocation(a) | | | | | | Adjustments | | | | | | Updated Allocation | | |

| Identifiable intangible assets | | | 122 | | | | | | — | | | | | | 122 | | |

| Other non-current liabilities | | | (44) | | | | | | — | | | | | | (44) | | |

| Noncontrolling interest | | | (16) | | | | | | — | | | | | | (16) | | |

(a) As reported in Note 4, *Acquisitions and Divestitures*, to our condensed consolidated financial statements in our Quarterly Report on Form 10-Q for the three months ended June 25, 2022.

The Hemmer Acquisition preliminarily resulted in $219 million of non-tax deductible goodwill relating principally to Hemmer’s long-term experience and large presence operating in emerging markets.

In the fourth quarter of 2022, a portion of the goodwill became tax deductible following the merger of Hemmer into our existing legal entity structure.

This goodwill was assigned to the Latin America (“LATAM”) reporting unit within our International segment.

In the fourth quarter of 2022, certain insignificant measurement period adjustments were made to the initial allocation, and the preliminary amount of goodwill was adjusted to $215 million.

| Definite-lived trademarks | | | $ | 101 | | | | | 13 | | |

| Total | | | $ | 122 | | | | | | | |

The Just Spices Acquisition was accounted for under the acquisition method of accounting for business combinations.

A noncontrolling interest was recognized at fair value, which was determined to be the noncontrolling interest’s proportionate share of the acquiree’s identifiable net assets, as of the Just Spices Acquisition Date.

Under the terms of certain transaction agreements, Just Spices’ other equity holders each have a put option to require us to purchase the remaining equity interests beginning three years after the Just Spices Acquisition Date.

February 17, 2022

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

| ASSETS | | | | | | | | | | | |

| Liabilities held for sale | | | — | | | | | | 17 | | |

| Balance at December 29, 2018 | | | $ | 12 | | | | | $ | 58,723 | | | | | $ | (4,853) | | | | | $ | (1,943) | | | | | $ | (282) | | | | | $ | 118 | | | | | $ | 51,775 | |

| Cumulative effect of accounting standards adopted in the period | | | — | | | | | | — | | | | | | (136) | | | | | | 136 | | | | | | — | | | | | | — | | | | | | — | | |

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

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

Considerations Related to COVID-19

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 preparation of these financial statements and related disclosures we have assessed the impact that COVID-19 has had on our estimates, assumptions, forecasts, and accounting policies and made additional disclosures, as necessary.

As COVID-19 and its impacts are unprecedented and ever evolving, future events and effects related to the pandemic cannot be determined with precision and actual results could significantly differ from estimates or forecasts.

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.

Held for Sale

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.

Accounting Standards Adopted in the Current Year

Simplifying the Accounting for Income Taxes:

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12 to simplify the accounting in Accounting Standards Codification (“ASC”) 740, *Income Taxes*.

This guidance removes certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences.

This guidance also clarifies and simplifies other areas of ASC 740.

Certain amendments in this update must be applied on a prospective basis, certain amendments must be applied on a retrospective basis, and certain amendments must be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings/(deficit) in the period of adoption.

This ASU became effective in the first quarter of 2021.

The adoption of this ASU did not impact our financial statements or the related disclosures.

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.

| | | | | | |

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

| | | | | | |

In December 2021, we entered into a definitive agreement with certain third-party shareholders of Just Spices GmbH (“Just Spices”) to acquire 85% of the shares of Just Spices (the “Just Spices Acquisition”).

The initial accounting for the transaction is incomplete as of the date of this Annual Report on Form 10-K, as the information necessary to complete such evaluation is in the process of being obtained and more thoroughly evaluated.

We have not yet determined the purchase price allocation, including the fair value of the acquired assets and assumed liabilities.

In September 2021, we entered into a definitive agreement with certain third-party shareholders of Companhia Hemmer Indústria e Comércio (“Hemmer”) to acquire a majority of the outstanding equity interests of Hemmer for cash consideration of approximately 1.2 billion Brazilian reais (approximately $211 million at December 25, 2021) (the “Hemmer Acquisition”).

Hemmer is a Brazilian food and beverage manufacturing company focused on the condiments and sauces category.

The Hemmer Acquisition is expected to close in the first half of 2022, subject to customary closing conditions, including regulatory approvals.

Primal Acquisition:

On January 3, 2019 (the “Primal Acquisition Date”), we acquired 100% of the outstanding equity interests in Primal Nutrition, LLC (“Primal Nutrition”) (the “Primal Acquisition”), a better-for-you brand primarily focused on condiments, sauces, and dressings, with growing product lines in healthy snacks and other categories.

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: 25, 2021.][added: 31, 2022.]

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as of December [removed: 25, 2021,] [added: 31, 2022,] 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: 25, 2021.][added: 31, 2022.]

We determined that there were no changes in our internal control over financial reporting during the quarter ended December [removed: 25, 2021] [added: 31, 2022] 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: 25, 2021] [added: 31, 2022] 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: 25, 2021.][added: 31, 2022.]

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: 25, 2021,] [added: 31, 2022,] as stated in their report which appears herein under Item 8, *Financial Statements and Supplementary Data*.

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 *Proposal 1.* *Election of Directors, Corporate Governance and Board Matters—Codes of Conduct*, *Beneficial Ownership of Kraft Heinz Stock—Delinquent Section 16(a) Reports*, *Board Committees and Membership—Committee Structure and Membership*, and *Other Information—Stockholder Proposals* in our definitive Proxy Statement for our Annual Meeting of Stockholders [removed: scheduled] [added: expected] to be held on May [removed: 5, 2022 (“2022] [added: 4, 2023 (“2023] Proxy Statement”).

Information required by this Item 11 is included under the headings *Board Committees and [removed: Membership—Compensation] [added: Membership—Human Capital and Compensation] Committee—Compensation Committee Interlocks and Insider Participation*, *Director Compensation*, *Compensation Discussion and Analysis*, *Executive Compensation Tables*, and *Pay Ratio Disclosure* in our [removed: 2022] [added: 2023] 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: 25, 2021] [added: 31, 2022] were:

Information related to the security ownership of certain beneficial owners and management is included under the heading *Beneficial Ownership of Kraft Heinz Stock* in our [removed: 2022] [added: 2023] Proxy Statement.

| Equity compensation plans approved by security holders | | | 22,911,432 | | | | | | $ | 46.80 | | | | | 22,064,622 | | |

| Total | | | 22,911,432 | | | | | | | | | | | | 22,064,622 | | |

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

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

Information required by this Item 13 is included under the [removed: heading] [added: headings] *Corporate Governance and Board [added: Matters—Independence* and *Corporate Governance and Board] Matters—Related Person Transactions* in our [removed: 2022] [added: 2023] Proxy Statement.

Information required by this Item 14 is included under the headings *Proposal [removed: 4.][added: 3.]

Ratification of the Selection of Independent Auditors—Independent Auditors’ Fees and Services* and *Proposal [removed: 4.][added: 3.]

Ratification of the Selection of Independent Auditors—Pre-Approval Policy* in our [removed: 2022] [added: 2023] Proxy Statement.

| [Report of Independent Registered Public Accounting [removed: Firm](#i4efb2fdf4043403491c41b83b16e1304_91)] [added: Firm](#i22a191ec6f8a47c9b03d175e50bc8337_85)] (PCAOB ID 238) | | | [removed: [46](#i4efb2fdf4043403491c41b83b16e1304_91)] [added: [44](#i22a191ec6f8a47c9b03d175e50bc8337_85)] | | |

| [Consolidated Statements of Income for the Years Ended December [added: 31, 2022, December] 25, 2021, [removed: December 26, 2020,] and December [removed: 28, 2019](#i4efb2fdf4043403491c41b83b16e1304_94)] [added: 26, 2020](#i22a191ec6f8a47c9b03d175e50bc8337_88)] | | | [removed: [49](#i4efb2fdf4043403491c41b83b16e1304_94)] [added: [47](#i22a191ec6f8a47c9b03d175e50bc8337_88)] | | |

| [Consolidated Statements of Comprehensive Income for the Years Ended December [added: 31, 2022, December] 25, 2021, [removed: December 26, 2020,] and December [removed: 28, 2019](#i4efb2fdf4043403491c41b83b16e1304_97)] [added: 26, 2020](#i22a191ec6f8a47c9b03d175e50bc8337_91)] | | | [removed: [50](#i4efb2fdf4043403491c41b83b16e1304_97)] [added: [48](#i22a191ec6f8a47c9b03d175e50bc8337_91)] | | |

| [Consolidated Balance Sheets at December [removed: 25, 2021] [added: 31, 2022] and December [removed: 26, 2020](#i4efb2fdf4043403491c41b83b16e1304_100)] [added: 25, 2021](#i22a191ec6f8a47c9b03d175e50bc8337_94)] | | | [removed: [51](#i4efb2fdf4043403491c41b83b16e1304_100)] [added: [49](#i22a191ec6f8a47c9b03d175e50bc8337_94)] | | |

| [Consolidated Statements of Equity for the Years Ended December [added: 31, 2022, December] 25, 2021, [removed: December 26, 2020,] and December [removed: 28, 2019](#i4efb2fdf4043403491c41b83b16e1304_103)] [added: 26, 2020](#i22a191ec6f8a47c9b03d175e50bc8337_97)] | | | [removed: [52](#i4efb2fdf4043403491c41b83b16e1304_103)] [added: [50](#i22a191ec6f8a47c9b03d175e50bc8337_97)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December [added: 31, 2022, December] 25, 2021, [removed: December 26, 2020,] and December [removed: 28, 2019](#i4efb2fdf4043403491c41b83b16e1304_106)] [added: 26, 2020](#i22a191ec6f8a47c9b03d175e50bc8337_100)] | | | [removed: [53](#i4efb2fdf4043403491c41b83b16e1304_106)] [added: [51](#i22a191ec6f8a47c9b03d175e50bc8337_100)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i4efb2fdf4043403491c41b83b16e1304_109)] [added: Statements](#i22a191ec6f8a47c9b03d175e50bc8337_103)] | | | [removed: [54](#i4efb2fdf4043403491c41b83b16e1304_109)] [added: [52](#i22a191ec6f8a47c9b03d175e50bc8337_103)] | | |

| [Financial Statement Schedule - Valuation and Qualifying Accounts for the Years Ended December [added: 31, 2022, December] 25, 2021, [removed: December 26, 2020,] and December [removed: 28, 2019](#i4efb2fdf4043403491c41b83b16e1304_226)] [added: 26, 2020](#i22a191ec6f8a47c9b03d175e50bc8337_214)] | | | [removed: S-[1](#i4efb2fdf4043403491c41b83b16e1304_226)] [added: S-[1](#i22a191ec6f8a47c9b03d175e50bc8337_214)] | | |

| 2.1 | | | | | | [Separation and Distribution Agreement, dated September 27, 2012, between Kraft Foods Inc. and Kraft Foods Group, Inc. (incorporated by reference to Exhibit 2.1 of Amendment No. 1 to Kraft Foods Group, Inc.’s Registration Statement on Form [removed: S-4 (File No. 333-184314),] [added: S-4,] filed on October 26, 2012).](http://www.sec.gov/Archives/edgar/data/1545158/000119312512437881/d416765dex21.htm) | | |

| [removed: 2.2] [added: 10.1] | | | | | | [removed: [Canadian Asset Transfer] [added: [Tax Sharing and Indemnity] Agreement, dated September [removed: 29,] [added: 27,] 2012, between [removed: Mondelez Canada] [added: Kraft Foods] Inc. and Kraft [removed: Canada] [added: Foods Group,] Inc. (incorporated by reference to Exhibit [removed: 2.2] [added: 10.3] of Amendment No. [removed: 2] [added: 1] to Kraft Foods Group, Inc.’s Registration Statement on Form [removed: S-4 (File No. 333-184314),] [added: S-4](http://www.sec.gov/Archives/edgar/data/1545158/000119312512437881/d416765dex103.htm)[,] filed on [removed: December 4, 2012).](http://www.sec.gov/Archives/edgar/data/1545158/000119312512489626/d416765dex22.htm)] [added: October 26, 2012).](http://www.sec.gov/Archives/edgar/data/1545158/000119312512437881/d416765dex103.htm)] | | |

| [removed: 2.3] [added: 2.2] | | | | | | [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 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 [removed: S-4 (File No. 333-184314),] [added: S-4,] filed on December 4, 2012).](http://www.sec.gov/Archives/edgar/data/1545158/000119312512489626/d416765dex23.htm) | | |

| [removed: 2.4] [added: 4.6] | | | | | | [removed: [Master Ownership and License Agreement Regarding Trademarks and Related Intellectual Property,] [added: [Indenture,] dated [removed: September 27,] [added: June 4,] 2012, between Kraft Foods [removed: Global Brands LLC] [added: Group, Inc.] and [removed: Kraft Foods Group Brands LLC.] [added: Deutsche Bank Trust Company Americas, as trustee] (incorporated by reference to Exhibit [removed: 2.4] [added: 10.4] of Amendment No. [removed: 2] [added: 3] to Kraft Foods Group, Inc.’s Registration Statement on Form [removed: S-4 (File No. 333-184314),] [added: 10](http://www.sec.gov/Archives/edgar/data/1545158/000119312512278592/d317589dex104.htm)[,] filed on [removed: December 4, 2012).](http://www.sec.gov/Archives/edgar/data/1545158/000119312512489626/d416765dex24.htm)] [added: June 21, 2012).](http://www.sec.gov/Archives/edgar/data/1545158/000119312512278592/d317589dex104.htm)] | | |

| [removed: 2.5] [added: 4.9] | | | | | | [removed: [Agreement and Plan of Merger,] [added: [Supplemental Indenture No. 3,] dated [removed: March 24,] [added: July 2,] 2015, among [removed: H.J. Heinz Holding Corporation, Kite Merger Sub Corp.,] [added: Kraft Foods Group, Inc., as issuer,] Kite Merger Sub LLC, [added: H.J. Heinz Holding Corporation, as parent guarantor,] and [removed: Kraft Foods Group, Inc.] [added: Deutsche Bank Trust Company Americas, as trustee] (incorporated by reference to Exhibit [removed: 2.1] [added: 4.17] of the Company’s [removed: Registration Statement] [added: Current Report] on Form [removed: S-4 (File No. 333-203364),] [added: 8-K](http://www.sec.gov/Archives/edgar/data/1637459/000119312515245660/d11353dex417.htm)[,] filed on [removed: April 10, 2015).](http://www.sec.gov/Archives/edgar/data/1637459/000119312515126301/d898418ds4.htm#rom898418_101)] [added: July 6, 2015).](http://www.sec.gov/Archives/edgar/data/1637459/000119312515245660/d11353dex417.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 [removed: 8-K (File No. 001-37482),] [added: 8-K](http://www.sec.gov/Archives/edgar/data/1637459/000119312515244356/d38420dex31.htm)[,] filed on July 2, 2015).](http://www.sec.gov/Archives/edgar/data/1637459/000119312515244356/d38420dex31.htm) | | |

| 3.2 | | | | | | [Amended and Restated By-Laws of The Kraft Heinz [removed: Company] [added: Company, effective November 3, 2022] (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form [removed: 8-K (File No. 001-37482),] [added: 8-K](http://www.sec.gov/Archives/edgar/data/1637459/000163745922000196/ex31-byxlaws20221103.htm)[,] filed on [removed: October 27, 2017).](http://www.sec.gov/Archives/edgar/data/1637459/000163745917000108/ex31khcbylawseffective10x27x.htm)] [added: November 7, 2022).](http://www.sec.gov/Archives/edgar/data/1637459/000163745922000196/ex31-byxlaws20221103.htm)] | | |

| 3.3 | | | | | | [Certificate of Retirement of Series A Preferred Stock of The Kraft Heinz Company, dated June 7, 2016 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form [removed: 8-K (File No. 001-37482),] [added: 8-K](http://www.sec.gov/Archives/edgar/data/1637459/000163745916000157/ex31kraftheinz-certificate.htm)[,] 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, dated July 2, 2015, among The Kraft Heinz Company, 3G Global Food Holdings LP, and Berkshire Hathaway Inc. (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form [removed: 8-K (File No. 001-37482),] [added: 8-K](http://www.sec.gov/Archives/edgar/data/1637459/000119312515244356/d38420dex41.htm)[,] filed on July 2, 2015).](http://www.sec.gov/Archives/edgar/data/1637459/000119312515244356/d38420dex41.htm) | | |

| 4.2 | | | | | | [Indenture, dated July 1, 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 [removed: 8-K (File No. 001-37482),] [added: 8-K](http://www.sec.gov/Archives/edgar/data/1637459/000119312515245660/d11353dex41.htm)[,] filed on July 6, 2015).](http://www.sec.gov/Archives/edgar/data/1637459/000119312515245660/d11353dex41.htm) | | |

| 4.3 | | | | | | [First Supplemental Indenture, dated July 1, 2015, relating to the 2.000% Senior Notes due 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 [removed: 8-K (File No. 001-37482),] [added: 8-K](http://www.sec.gov/Archives/edgar/data/1637459/000119312515245660/d11353dex42.htm)[,] filed on July 6, 2015).](http://www.sec.gov/Archives/edgar/data/1637459/000119312515245660/d11353dex42.htm) | | |

| 4.4 | | | | | | [Second Supplemental Indenture, dated July 1, 2015, relating to the 4.125% Senior Notes due 2027, 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 4.4 of the Company’s Current Report on Form [removed: 8-K (File No. 001-37482),] [added: 8-K](http://www.sec.gov/Archives/edgar/data/1637459/000119312515245660/d11353dex44.htm)[,] filed on July 6, 2015).](http://www.sec.gov/Archives/edgar/data/1637459/000119312515245660/d11353dex44.htm) | | |

| 4.5 | | | | | | [Third Supplemental Indenture, dated July 2, 2015, relating to the 1.60% Senior Notes due 2017, 2.00% Senior Notes due 2018, 2.80% Senior Notes due 2020, 3.50% Senior Notes due 2022, 3.95% Senior Notes due 2025, 5.00% Senior Notes due 2035, and 5.20% Senior Notes due 2045, 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 4.6 of the Company’s Current Report on Form [removed: 8-K (File No. 001-37482),] [added: 8-K](http://www.sec.gov/Archives/edgar/data/1637459/000119312515245660/d11353dex46.htm)[,] filed on July 6, 2015).](http://www.sec.gov/Archives/edgar/data/1637459/000119312515245660/d11353dex46.htm) | | |

| [removed: 4.6] [added: 4.7] | | | | | | [removed: [Indenture,] [added: [Supplemental Indenture No. 1,] dated June 4, 2012, [removed: between] [added: relating to the 1.625% Notes due 2015, 2.250% Notes due 2017, 3.500% Notes due 2022, and 5.000% Notes due 2042, among] Kraft Foods Group, [removed: Inc.] [added: Inc., Kraft Foods Inc., as guarantor,] and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit [removed: 10.4] [added: 10.5] of Amendment No. 3 to Kraft Foods Group, Inc.’s Registration Statement on Form [removed: 10 (File No. 001-35491),] [added: 10](http://www.sec.gov/Archives/edgar/data/1545158/000119312512278592/d317589dex105.htm)[,] filed on June 21, [removed: 2012).](http://www.sec.gov/Archives/edgar/data/1545158/000119312512278592/d317589dex104.htm)] [added: 2012).](http://www.sec.gov/Archives/edgar/data/1545158/000119312512278592/d317589dex105.htm)] | | |

| [removed: 4.7] [added: 4.8] | | | | | | [Supplemental Indenture No. [removed: 1,] [added: 2,] dated [removed: June 4,] [added: July 18,] 2012, relating to the [removed: 1.625%] [added: 6.125% Senior] Notes due [removed: 2015, 2.250%] [added: 2018, 5.375% Senior] Notes due [removed: 2017, 3.500%] [added: 2020, 6.875% Senior] Notes due [removed: 2022,] [added: 2039,] and [removed: 5.000%] [added: 6.500% Senior] Notes due [removed: 2042,] [added: 2040,] among Kraft Foods Group, Inc., Kraft Foods Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit [removed: 10.5] [added: 10.27] of Amendment No. [removed: 3] [added: 5] to Kraft Foods Group, Inc.’s Registration Statement on Form [removed: 10 (File No. 001-35491),] [added: 10](http://www.sec.gov/Archives/edgar/data/1545158/000119312512338059/d317589dex1027.htm)[,] filed on [removed: June 21, 2012).](http://www.sec.gov/Archives/edgar/data/1545158/000119312512278592/d317589dex105.htm)] [added: August 6, 2012).](http://www.sec.gov/Archives/edgar/data/1545158/000119312512338059/d317589dex1027.htm)] | | |

| [removed: 4.8] [added: 4.15] | | | | | | [Supplemental Indenture No. [removed: 2,] [added: 4,] dated [removed: July 18, 2012,] [added: November 11, 2015,] relating to the [added: 2.250% Notes due 2017,] 6.125% [removed: Senior] Notes due 2018, 5.375% [removed: Senior] Notes due 2020, [added: 3.500% Notes due 2022,] 6.875% [removed: Senior] Notes due 2039, [removed: and] 6.500% [removed: Senior] Notes due 2040, [removed: among Kraft Foods Group, Inc.,] [added: and 5.000% Notes due 2042, between] Kraft [added: Heinz] Foods [removed: Inc., as guarantor,] [added: Company] and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit [removed: 10.27] [added: 4.21] of [removed: Amendment No. 5 to Kraft Foods Group, Inc.’s Registration Statement] [added: the Company’s Annual Report] on Form [removed: 10 (File No. 001-35491),] [added: 10-K for the fiscal year ended January 3, 2016](http://www.sec.gov/Archives/edgar/data/1637459/000163745916000100/khcex4211316.htm)[,] filed on [removed: August 6, 2012).](http://www.sec.gov/Archives/edgar/data/1545158/000119312512338059/d317589dex1027.htm)] [added: March 3, 2016).](http://www.sec.gov/Archives/edgar/data/1637459/000163745916000100/khcex4211316.htm)] | | |