Kraft Heinz (KHC) 10-K risk factor changes: FY2023 vs FY2022

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

[removed: Additionally, we] [added: 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 success depends on our ability to predict, identify, and interpret the tastes and dietary habits of [removed: consumers and to offer products that appeal to consumer preferences, including with respect to health and wellness.][added: consumers.]

We must also be able to respond successfully to technological advances [added: (including artificial intelligence, machine learning, and augmented reality, which may become critical in interpreting consumer preferences in the future)] by and intellectual property rights of our competitors, and failure to do so could compromise our competitive position and impact our product sales, financial condition, and operating results.

Significant [removed: deteriorations] [added: deterioration] in the financial conditions of significant customers or suppliers, or in other business relationships, could materially and adversely affect our product sales, financial condition, and operating results.

Moreover, adverse publicity about legal or regulatory action against us, our quality and safety, our environmental or social impacts, our other environmental, social, human capital, or governance [removed: practices,] [added: practices or positions,] our products becoming unavailable to consumers, or our suppliers [added: (including as a result of human rights issues)] and, in some cases, our competitors, could damage our reputation and brand image, undermine our customers’ or consumers’ confidence, and reduce demand for our products, even if the regulatory or legal action is unfounded or not material to our operations.

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

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, [added: tomato products,] soybean and vegetable oils, [removed: tomatoes, coffee beans,] sugar and other sweeteners, [added: coffee beans, wheat and processed grains, eggs, and] other fruits and [removed: vegetables, corn products, wheat products, and potatoes,] [added: vegetables] to manufacture our products, and could further decrease food security for communities around the world.

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 [removed: SEC and] [added: SEC,] European [added: Union,] and other [removed: regulators,] [added: foreign, federal, state,] and [added: local regulatory and legislative bodies, 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 our ability to find appropriate buyers, [added: obtain applicable regulatory and governmental approvals,] execute transactions on favorable terms, separate divested business operations with minimal impact to our remaining operations, and effectively manage any transitional service arrangements.

Additionally, we may not successfully complete any planned strategic initiatives, including achieving any previously announced productivity efficiencies and financial targets, any new business may not be profitable or meet our [removed: expectations, or any divestiture may not be completed without disruption.]

Approximately [removed: 30%] [added: 31%] of our [removed: 2022] [added: 2023] net sales were generated outside of the United States.

- the imposition of increased or new tariffs, quotas, trade barriers, or similar restrictions on our sales or [removed: imports,] [added: imports (including those that may affect our sourcing operations and the availability of raw materials and commodities),] trade agreements, regulations, taxes, or policies that might negatively affect our sales or costs;

Berkshire Hathaway [added: Inc.] has the ability to exert influence over us and significant influence over matters requiring stockholder approval.

As of December [removed: 31, 2022,] [added: 30, 2023,] Berkshire Hathaway [added: Inc. *(“*Berkshire Hathaway”*)*] owns approximately [removed: 26.6%] [added: 26.7%] of our common stock.

Our debt instruments contain customary representations, warranties, and covenants, including a financial covenant in our senior unsecured revolving credit facility (the “Senior Credit Facility”) to maintain a minimum shareholders’ equity [added: balance] (excluding accumulated other comprehensive income/(losses)).

As of December [removed: 31, 2022,] [added: 30, 2023,] we maintain 11 reporting units, seven of which comprise our goodwill balance.

If current expectations of future growth rates and margins are not met, if market factors outside of our control, such as discount rates, [added: market capitalization,] income tax rates, foreign currency exchange rates, or inflation, 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.

Reporting units and brands that have 20% or less excess fair value over carrying amount as of the [added: 2023] annual impairment test we performed as of [removed: June 26, 2022 (the “Q3 2022 Annual Impairment Test”)] [added: July 2, 2023] have a heightened risk of future impairments if any assumptions, estimates, or market factors change in the future.

Reporting units with [removed: 20%] [added: 10%] or less fair value over carrying amount had an aggregate goodwill carrying amount after impairment of [removed: $16.4] [added: $17.6] billion as of the [removed: Q3 2022 Annual Impairment Test] [added: 2023 annual impairment test] and included Taste, Meals, and Away from Home [removed: (TMA),] [added: (“TMA”), Northern Europe, Continental Europe, and] Canada and North America Coffee [removed: (CNAC), and Continental Europe.][added: (“CNAC”).]

Reporting units with [removed: between 20-50%] [added: 10-20%] fair value over carrying amount had an aggregate goodwill carrying amount of [removed: $14.5] [added: $12.5] billion as of the [removed: Q3 2022 Annual Impairment Test] [added: 2023 annual impairment test] and included Fresh, Beverages, and Desserts [removed: (FBD), Northern Europe, Asia,] [added: (“FBD”)] and Latin America [removed: (LATAM).][added: (“LATAM”).]

[removed: Brands] [added: After the 2023 annual impairment test and after reclassifying two indefinite-lived intangible asset brands to definite-lived trademarks, our indefinite-lived brands] with [removed: 20%] [added: 10%] or less fair value over carrying amount had an aggregate carrying amount [removed: after impairment] of [removed: $16.6] [added: $16.2] billion as of the [removed: Q3 2022 Annual Impairment Test] [added: 2023 annual impairment test] and included *Kraft*, *Oscar Mayer*, [removed: *Miracle Whip*, *Ore-Ida*,] [added: *Velveeta*,] *Maxwell House*, *Cool Whip*, [added: and] *Jet [removed: Puffed*,] [added: Puffed.* Brands with 10-20% fair value over carrying amount had an aggregate carrying amount of $2.4 billion as of the 2023 annual impairment test] and [removed: *Plasmon*.][added: included *Miracle Whip and* *Ore-Ida*.]

The aggregate carrying amount of brands with fair value over carrying amount between 20-50% was [removed: $2.5] [added: $4.2] billion as of the [removed: Q3 2022 Annual Impairment Test.][added: 2023 annual impairment test.]

Although the remaining brands, with a carrying [removed: value] [added: amount] of [removed: $19.4] [added: $15.7] billion, have more than 50% excess fair value over carrying amount as of the [removed: Q3 2022 Annual Impairment Test,] [added: 2023 annual impairment test,] these amounts are also [removed: associated with the 2013 Heinz Acquisition and the 2015 Merger and were initially recorded at] [added: susceptible to impairments if any assumptions, estimates, or market factors significantly change in] the [removed: time of acquisition on our consolidated balance sheet at their estimated acquisition date fair values.][added: future.]

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

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

[removed: Prices for commodities, energy,] [added: (including the ongoing conflicts between Russia] and [removed: other supplies are volatile] [added: Ukraine] and [removed: can fluctuate due to conditions that are difficult to predict, including global competition for resources, inflationary pressure, foreign currency fluctuations,] [added: in the Middle East and rising tensions between China and Taiwan), cybersecurity incidents,] severe weather, natural disasters, global climate change, water risk, pandemics, crop failures, crop shortages due to plant disease or insect and other pest infestation, consumer, industrial, or investment demand, and changes in governmental regulation and trade, tariffs, alternative energy, including increased demand for biofuels, and agricultural programs.

In [removed: 2022,] [added: 2023,] we continued to experience higher commodity costs and supply chain costs, including [added: manufacturing,] procurement, [removed: logistics,] and [removed: manufacturing costs,] [added: logistics costs] largely due to inflationary [removed: pressures.][added: pressures concentrated in the first half of the year.]

We use commodity futures, options, and swaps to economically hedge the price of certain input costs, including dairy products, vegetable oils, [added: corn,] coffee beans, wheat products, [removed: corn products, sugar,] meat products, [added: sugar cane,] and cocoa [removed: products.][added: beans.]

We recognize these gains and losses in cost of products sold in our consolidated statements of [removed: income to the extent we utilize the underlying input in our manufacturing process.][added: income.]

Various laws and regulations govern our practices including, but not limited to, those related to advertising and marketing, product claims and labeling, food production, environmental matters (including climate change), [added: packaging and waste management (including packaging containing PFAS),] intellectual property, consumer protection and product liability, commercial disputes, trade and export controls, anti-trust, data privacy, labor and employment, workplace health and safety, [added: forced labor, such as the UFLPA,] and tax.

[removed: 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.

[removed: In February 2020, Moody’s Investor Services, Inc. (“Moody’s”) affirmed] [added: As of the date of this filing,] our long-term [removed: credit rating of Baa3 with a negative outlook] [added: debt is rated BBB by S&P Global Ratings] and Fitch Ratings [removed: (“Fitch”)] and [removed: S&P Global Ratings (“S&P”) downgraded our long-term credit rating from BBB- to BB+] [added: Baa2 by Moody’s Investor Services, Inc.,] with a stable outlook from [removed: Fitch and a negative outlook from S&P.][added: all three ratings agencies.]

Kraft [removed: Heinz, 3G Global Food Holdings,] [added: Heinz] and Berkshire Hathaway [removed: entered into] [added: are party to] a registration rights agreement requiring us to register for resale under the Securities Act all registrable shares held by [removed: 3G Capital and] Berkshire Hathaway, which represents all shares of our common stock held by Berkshire Hathaway [removed: and 3G Capital] as of the date of the closing of the 2015 Merger.

As of December [removed: 31, 2022,] [added: 30, 2023,] registrable shares represented approximately [removed: 34.5%] [added: 26.7%] of all outstanding shares of our common stock.

Disruptions in the global economy caused by geopolitical [removed: conflicts, including the ongoing conflict between Russia and Ukraine,] [added: conflicts] could adversely affect our business, financial [removed: condition] [added: 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 [removed: 31, 2022,] [added: 30, 2023,] the military conflict between Russia and Ukraine has caused, and could continue to cause, negative impacts on our business and the global economy.

The effects of current geopolitical conflicts, including the [removed: conflict] [added: conflicts] between Russia and [removed: Ukraine,] [added: Ukraine and in the Middle East and rising tensions between China and Taiwan,] as well as potential future geopolitical tensions, could heighten many of our known risks described in this Item 1A, *Risk Factors*.

Factors that are hard to predict or beyond our control, such as weather or other geological events or natural disasters, including hurricanes, earthquakes, floods, tsunamis, or wild fires (whether as a result of climate change or otherwise), raw material shortages, fires or explosions, political unrest, geopolitical conflicts (including the ongoing [removed: conflict] [added: conflicts] between Russia and [removed: Ukraine),] [added: Ukraine and in the Middle East),] terrorism, civil strife, acts of war, public corruption, expropriation, generalized labor unrest or labor shortages, or pandemics (including [added: COVID-19), could damage or disrupt our operations or the operations of our customers, suppliers, vendors, co-manufacturers, distributors, or regulators.]

Other factors impacting our operations in the United States and in international locations where we do business include changes in laws, export and import restrictions, foreign currency exchange rates, foreign currency devaluation, cash repatriation restrictions, recessionary conditions, [added: governmental subsidies provided to our consumers,] foreign ownership restrictions, nationalization, the impact of hyperinflationary environments, [added: a potential U.S. federal government shutdown,] terrorist acts, political unrest, and military conflict.

Additionally, the pricing actions we take have, in some instances, negatively impacted, and could continue to negatively impact, our market share.

In addition, in order to remain competitive, we rely on our ability to secure new retailers and maintain or add shelf space for our products.

If we are unable to secure sufficient and attractive shelf space, adequate product visibility, and attractive pricing for our products with retailers, our products may be disadvantaged against our competitors.

Even if we obtain preferred product visibility and shelf space, our new and existing products may fail to achieve the sales expectations set by retailers, which may cause these retailers to remove our products from their shelves.

We must continue to offer products that appeal to consumer preferences, including with respect to health and wellness.

Placement of our advertisements in social and digital media may also result in damage to our brands if the media itself experiences negative publicity.

expectations, or any divestiture may not be completed without disruption.

Additionally, forced labor concerns have rapidly become a global area of interest, and have resulted in, and are expected to continue to result in, new regulations in the markets in which we operate.

For example, the Uyghur Forced Labor Prevention Act (“UFLPA”) prohibits the import of articles, merchandise, apparel, and goods mined, produced, or manufactured wholly or in part in the Xinjiang Uyghur Autonomous Region (“Xinjiang”) of the People's Republic of China, or by entities identified by the U.S. government on the UFLPA Entity List.

As a result of the UFLPA, materials and products we import into the United States could be held by U.S. Customs and Border Protection based on a suspicion that inputs used in such materials or products originated from Xinjiang or that they may have been produced by Chinese suppliers alleged to participate in forced labor, pending our provision of satisfactory evidence to the contrary.

Among other consequences, such an outcome could result in negative publicity that harms our brands and reputation and could result in a delay or our complete inability to import such materials or products, which could result in inventory shortages and greater supply chain compliance costs.

Our Asia reporting unit had between 20-50% fair value over carrying amount with an aggregate goodwill carrying amount of $309 million as of the 2023 annual impairment test.

Our reporting units that have less than 5% excess fair value over carrying amount as of the 2023 annual impairment test are considered at a heightened risk of future impairments and include our TMA, Continental Europe, and CNAC reporting units, which had an aggregate goodwill carrying amount of $15.9 billion.

Our four remaining reporting units had no goodwill carrying amount at the time of the 2023 annual impairment test.

Our brands that have less than 5% excess fair value over carrying amount as of the 2023 annual impairment test are considered at a heightened risk of future impairments and include our *Kraft*, *Velveeta*, *Maxwell House*, *Cool Whip*, and *Jet Puffed* brands, which had an aggregate carrying amount of $13.5 billion.

Prices for commodities, energy, and other supplies are volatile and can fluctuate due to conditions that are difficult to predict, including global competition for resources, inflationary pressure, foreign currency fluctuations, geopolitical conditions or conflicts

In addition, claims about the health impacts of consumption of our products, or ingredients, components, or substances

Our share repurchase program may not be fully consummated and the anticipated enhanced long-term stockholder value may not be realized, and share repurchases could increase the volatility of the price of our stock.

In November 2023, the Board authorized the Company to repurchase up to $3.0 billion, exclusive of fees, of our outstanding common stock through December 26, 2026.

Our repurchase program does not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares.

The timing and amount of any repurchases, if any, will depend on factors

such as our historical and expected business performance and cash and liquidity positions, the price of our stock, economic and market conditions, and corporate and regulatory requirements.

Our share repurchase program could affect the price of our stock and increase volatility and may be suspended or terminated at any time.

We cannot guarantee that we will repurchase shares or conduct future share repurchase programs, or that any such programs, even if fully implemented, will result in long-term increases to stockholder value.

Any failure to fully implement our repurchase program may negatively impact our reputation, investor confidence, and the price of the Company’s common stock.

Further, the Russian government has placed restrictions on the transfer of funds to and from Russian entities, making it more difficult to operate in Russia.

Failure to comply with applicable sanctions and measures could subject us to regulatory penalties, temporary or permanent loss of assets, or our ability to conduct business operations in Russia.

While less than 1% of consolidated total assets are located in Russia as of December 30, 2023, our Russian assets may be partially or fully impaired in future periods, or our business operations terminated, based on actions taken by Russia, other parties, or us.

While we have developed and implemented security measures and internal controls designed to protect against cyber and other security threats, such measures cannot provide absolute security and may not be successful in preventing future security breaches.

Moreover, these threats are constantly evolving, thereby making it more difficult to successfully defend against them or to implement adequate preventative measures.

We may not have the current capability to detect certain vulnerabilities, which may allow those vulnerabilities to persist in our systems over long periods of time.

In the past, we have experienced security incidents resulting from unauthorized access to or use of our systems

or those of third parties, which to date, have not had a material impact on our operations; however, there is no assurance that the impact of any security incidents will not be material in the future.

global minimum tax.

Many countries have enacted or begun the process of enacting laws based on the two-pillar plan proposals.

In the third quarter of 2023, we received two Notices of Proposed Adjustment (the “NOPAs”) relating to transfer pricing with our foreign subsidiaries.

The NOPAs propose an increase to our U.S. taxable income that could result in additional U.S. federal income tax expense and liability of approximately $200 million for 2018 and approximately $210 million for 2019, excluding interest, and assert penalties of approximately $85 million for each of 2018 and 2019.

We continue to maintain the same operating model and transfer pricing methodology with our foreign subsidiaries that was in place for the years 2018 and 2019, and the IRS began its audit of 2020, 2021, and 2022 during the first quarter of 2024.

Furthermore,

Therefore, if any assumptions, estimates, or market factors change in the future, these amounts are also susceptible to impairments.

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

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

These downgrades did not constitute a default or event of default under our debt instruments.

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.

As of the date of this filing, our long-term debt is rated BBB- by S&P, BBB by Fitch and Baa3 by Moody’s, with a positive outlook from S&P and a stable outlook from Fitch and Moody’s.

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.

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

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.

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.

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.

See below for discussion and analysis of our financial condition and results of operations for [removed: 2022] [added: 2023] compared to [removed: 2021.][added: 2022.]

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: 25, 2021] [added: 31, 2022] for a detailed discussion of our financial condition and results of operations for [removed: 2021] [added: 2022] compared to [removed: 2020.][added: 2021.]

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

See Note [removed: 4, *Acquisitions and Divestitures*,] [added: 11, *Postemployment Benefits*,] in Item 8, *Financial Statements and Supplementary Data*, for additional information.

For the [removed: year] [added: years] ended December [added: 30, 2023 and December] 31, 2022, approximately 1% of consolidated net sales, net income/(loss), and Adjusted EBITDA were generated from our business in Russia.

We will continue to monitor the impact that this conflict has on our business; however, through [removed: 2022,] [added: 2023,] the conflict between Russia and Ukraine did not have a material impact on our financial condition, results of operations, or cash flows.

Our results of operations reflect goodwill impairment losses of [added: $510 million and intangible asset impairment losses of $152 million in 2023 compared to goodwill impairment losses of] $444 million, intangible asset impairment losses of $469 million, and [added: net] property, plant, and [removed: equipment, net] [added: equipment] asset impairment losses of $86 million in [removed: 2022 compared to goodwill impairment losses of $318 million and intangible asset impairment losses of $1.3 billion in 2021.][added: 2022.]

Our 2022 fiscal year [added: was a 53-week period that] ended [added: on] December 31, [removed: 2022 includes a 53rd week of activity.][added: 2022.]

Our [removed: 2021] [added: 2023] fiscal year was a 52-week period that ended on December [removed: 25, 2021.][added: 30, 2023.]

During the year ended December [removed: 31, 2022,] [added: 30, 2023,] we [removed: continued to experience increasing commodity costs and] [added: experienced increased] supply chain costs, including procurement, [removed: logistics,] and manufacturing costs, largely due to inflationary [removed: pressures,] [added: pressures concentrated in the first half of the year,] as compared to the prior year period.

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

Additionally, the pricing actions we [removed: take] [added: have taken] have, in some instances, negatively impacted, and could continue to negatively impact, our market share.

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

| | | | December [removed: 31, 2022] [added: 30, 2023] | | | | | | December [removed: 25, 2021] [added: 31, 2022] | | | | | | % Change | | |

| Net sales | | | $ | [removed: 26,485] [added: 26,640] | | | | | $ | [removed: 26,042] [added: 26,485] | | | | | [removed: 1.7] [added: 0.6] | | % |

| Operating income/(loss) | | | [removed: 3,634 | | | | | | 3,460] [added: 4,572] | | | | | | [removed: 5.0] [added: 3,634] | | [removed: %] |

| Net income/(loss) | | | [removed: 2,368 | | | | | | 1,024] [added: $] | [added: 2,846] | | | | | [removed: 131.3] [added: $] | [added: 2,368] | [removed: %] |

| Net income/(loss) attributable to common shareholders | | | [removed: 2,363] [added: 2,855] | | | | | | [removed: 1,012] [added: 2,363] | | | | | | [removed: 133.4] [added: 20.8] | | % |

| Diluted EPS | | | [removed: 1.91 | | | | | | 0.82] [added: $] | [added: 2.31] | | | | | [removed: 132.9] [added: $] | [added: 1.91] | [removed: %] |

*Fiscal* *Year [removed: 2022] [added: 2023] Compared to Fiscal Year [removed: 2021:*][added: 2022:*]

Net sales increased [removed: 1.7%] [added: 0.6%] to [removed: $26.5] [added: $26.6] billion in [removed: 2022] [added: 2023] compared to [removed: $26.0] [added: $26.5] billion in [removed: 2021,] [added: 2022,] including the unfavorable impacts of [removed: acquisitions and divestitures (8.0 pp) and foreign currency (2.0 pp) and the favorable impact of] [added: lapping] a 53rd week of shipments [removed: (1.9] [added: in the prior period (1.8 pp), foreign currency (0.9 pp), and acquisitions and divestitures (0.1] pp).

Organic Net Sales increased [removed: 9.8%] [added: 3.4%] to [removed: $26.2] [added: $26.8] billion in [removed: 2022] [added: 2023] compared to [removed: $23.9] [added: $25.9] billion in [removed: 2021,] [added: 2022,] primarily driven by higher pricing [removed: (13.2] [added: (8.9] pp), which more than offset unfavorable volume/mix [removed: (3.4] [added: (5.5] pp).

| Operating income/(loss) | | | [removed: $ | 3,634 | | | | | $] [added: 4,572] | [removed: 3,460] | | | | | [removed: 5.0] [added: 3,634] | | [removed: %] |

| Adjusted [removed: EBITDA(a) | | | 6,003 | | |] [added: EBITDA] | | | [removed: 6,371] [added: $] | [added: 6,307] | | | | | [removed: (5.8)] [added: $] | [added: 6,003] | [removed: %] |

Net income/(loss) increased [removed: 131.3%] [added: 20.2%] to [removed: $2.4] [added: $2.8] billion in [removed: 2022] [added: 2023] compared to [removed: $1.0] [added: $2.4] billion in [removed: 2021.][added: 2022.]

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

- Interest expense was [removed: $921] [added: $912] million in [removed: 2022] [added: 2023] compared to [removed: $2.0 billion] [added: $921 million] in [removed: 2021.][added: 2022.]

- Our effective tax rate was [removed: 20.2%] [added: 21.7%] in [removed: 2022] [added: 2023] compared to [removed: 40.1%] [added: 20.2%] in [removed: 2021.][added: 2022.]

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

- Other expense/(income) was [removed: $253] [added: $27] million of [removed: income] [added: expense] in [removed: 2022] [added: 2023] compared to [removed: $295] [added: $253] million of income in [removed: 2021.][added: 2022.]

These impacts were partially offset by a [removed: $50] [added: $59] million net [removed: loss] [added: gain] on derivative activities in [removed: 2022] [added: 2023] compared to an [removed: $86] [added: $50] million net loss on derivative activities in [removed: 2021] [added: 2022,] and a [removed: $12] [added: $13] million increase in interest income as compared to the prior year period.

Adjusted EBITDA [removed: decreased 5.8%] [added: increased 5.1%] to [removed: $6.0] [added: $6.3] billion in [removed: 2022] [added: 2023] compared to [removed: $6.4] [added: $6.0] billion in [removed: 2021,] [added: 2022,] primarily due to higher [added: pricing and efficiency gains, which more than offset higher commodity costs, including the impact of realized gains and losses on commodity hedges; higher] supply chain costs, reflecting inflationary pressure in [added: manufacturing,] procurement, [removed: logistics,] and [removed: manufacturing costs; higher commodity costs (mainly] [added: logistics; unfavorable volume/mix; increased SG&A, particularly] in [removed: dairy, packaging materials, soybean and vegetable oils, energy, and meat);] [added: advertising expenses;] the [removed: unfavorable impact] [added: decrease from lapping a 53rd week] of [removed: acquisitions and divestitures (6.1] [added: shipments in the prior period (2.1] pp); [removed: unfavorable volume/mix;] and the unfavorable impact of foreign currency [removed: (1.3 pp), which more than offset higher pricing, efficiency gains, and the favorable impact of a 53rd week of shipments (1.9] [added: (0.9] pp).

| Diluted EPS | | | [removed: $] [added: 2.31] | [removed: 1.91] | | | | | [removed: $] [added: 1.91] | [removed: 0.82] | | | | | [removed: 132.9] [added: 20.9] | | % |

| Adjusted [removed: EPS(a) | | | 2.78 | | |] [added: EPS] | | | [removed: 2.93] [added: $] | [added: 2.98] | | | | | [removed: (5.1)] [added: $] | [added: 2.78] | [removed: %] |

Diluted EPS increased [removed: 132.9%] [added: 20.9%] to [removed: $1.91] [added: $2.31] in [removed: 2022] [added: 2023] compared to [removed: $0.82] [added: $1.91] in [removed: 2021,] [added: 2022,] primarily driven by the net income/(loss) factors discussed above.

| | | | December [removed: 31, 2022] [added: 30, 2023] | | | | | | December [removed: 25, 2021 | | | | | | $ Change] [added: 31, 2022] | | | | | | % Change | | |

| Restructuring [removed: activities] [added: activities(a)] | | | [removed: 0.05] [added: 0.16] | | | | | | 0.05 | | | [removed: | | | — | | | | | | | | |]

| Unrealized losses/(gains) on commodity hedges | | | [removed: 0.04] [added: —] | | | | | | [removed: 0.01] [added: 0.04] | | | | | | [removed: 0.03] [added: (0.04)] | | | | | | | | |

| Impairment [removed: losses | | | 0.70 | | | | | | 1.07 | | |] [added: losses(c)] | | | [removed: (0.37)] [added: 0.50] | | | | | | [added: 0.70] | | |

| Certain non-ordinary course legal and regulatory matters | | | [removed: 0.13] [added: —] | | | | | | [removed: 0.05] [added: 0.13] | | | | | | [removed: 0.08] [added: (0.13)] | | | | | | | | |

During the fourth quarter of 2023, certain organizational changes were announced that are expected to impact our future internal reporting and reportable segments.

We expect to divide our International segment into three operating segments — Europe and Pacific Developed Markets (“EPDM” or “International Developed Markets”), West and East Emerging Markets (“WEEM”), and Asia Emerging Markets (“AEM”) — in order to enable enhanced focus on the different strategies required for each of these regions as part of our long-term strategic plan.

As a result of these changes, we expect to have two reportable segments: North America and International Developed Markets.

We anticipate that our remaining operating segments, consisting of WEEM and AEM, will be combined and disclosed as Emerging Markets.

We expect that the change to our reportable segments will be effective in the first quarter of 2024.

As of December 30, 2023, less than 1% of consolidated total assets were located in Russia and we had approximately 1,100 employees in Russia.

| Net sales | | | $ | 26,640 | | | | | $ | 26,485 | | | | | 0.6 | | % |

| Organic Net Sales(a) | | | 26,774 | | | | | | 25,889 | | | | | | 3.4 | | % |

| | | | December 30, 2023 | | | | | | December 31, 2022 | | | | | | % Change | | |

| Operating income/(loss) | | | $ | 4,572 | | | | | $ | 3,634 | | | | | 25.8 | | % |

| Net income/(loss) | | | 2,846 | | | | | | 2,368 | | | | | | 20.2 | | % |

*Fiscal* *Year 2023 Compared to Fiscal Year 2022:*

Operating income/(loss) increased 25.8% to $4.6 billion in 2023 compared to $3.6 billion in 2022, primarily driven by higher pricing, efficiency gains, lower non-cash impairment losses in the current year period, and the impact of the securities class action lawsuit in the prior year period.

These impacts more than offset higher commodity costs, including the impact of realized and unrealized gains and losses on commodity hedges; higher supply chain costs, reflecting inflationary pressure in manufacturing and procurement costs; unfavorable volume/mix; increased selling, general and administrative expenses (“SG&A”), particularly advertising expenses; and the decrease from lapping a 53rd week of shipments in the prior period.

Our 2023 effective tax rate was favorably impacted by the geographic mix of pre-tax income in various non-U.S. jurisdictions.

These impacts were partially offset by the impact of certain unfavorable rate reconciling items, primarily non-deductible goodwill impairments and the impact of the federal tax on global intangible low-taxed income (“GILTI”).

The year-over-year increase in the effective tax rate was due primarily to the decrease in deferred tax liabilities due to the merger of certain foreign entities and the revaluation of deferred tax balances due to changes in state tax laws in the prior year versus the current year.

This change was primarily driven by a $67 million net pension and postretirement non-service costs in 2023 compared to a $135 million net pension and postretirement non-service benefit in 2022 due in part to the settlement of one of our U.K. defined benefit pension plans, which resulted in pre-tax losses of $162 million.

Further, additional changes in other expense/(income) were driven by a $73 million net foreign exchange loss in 2023 compared to a $106 million net foreign exchange gain in 2022, and a $21 million decrease in gain on sale of businesses.

| | | | December 30, 2023 | | | | | | December 31, 2022 | | | | | | % Change | | |

*Fiscal* *Year 2023 Compared to Fiscal Year 2022:*

| | | | December 30, 2023 | | | | | | December 31, 2022 | | | | | | $ Change | | | | | | % Change | | |

| Diluted EPS | | | $ | 2.31 | | | | | $ | 1.91 | | | | | $ | 0.40 | | | | | 20.9 | | % |

| Adjusted EPS(a) | | | $ | 2.98 | | | | | $ | 2.78 | | | | | $ | 0.20 | | | | | 7.2 | | % |

| | | | | | | | | | | | | | | | $ | 0.20 | | | | | | | |

Management also uses Segment Adjusted EBITDA to allocate resources.

| North America | | | $ | 20,191 | | | | | $ | 19,983 | |

| International | | | 6,583 | | | | | | 5,906 | | |

| North America | | | (1.0) | | % | | | | (0.3) pp | | | | | | 0.0 pp | | | | | | (1.7) pp | | | | | | 1.0 | | % | | | | 7.5 pp | | | | | | (6.5) pp | | |

| International | | | 6.0 | | % | | | | (3.2) pp | | | | | | (0.5) pp | | | | | | (1.8) pp | | | | | | 11.5 | | % | | | | 13.6 pp | | | | | | (2.1) pp | | |

| Kraft Heinz | | | 0.6 | | % | | | | (0.9) pp | | | | | | (0.1) pp | | | | | | (1.8) pp | | | | | | 3.4 | | % | | | | 8.9 pp | | | | | | (5.5) pp | | |

| | | | December 30, 2023 | | | | | | December 31, 2022 | | |

| | | | December 30, 2023 | | | | | | December 31, 2022 | | | | | | % Change | | |

| Organic Net Sales(a) | | | 20,191 | | | | | | 19,983 | | | | | | 1.0 | | % |

*Fiscal* *Year 2023 Compared to Fiscal Year 2022:*

Higher pricing was primarily driven by increases to mitigate higher input costs, particularly in the first half of 2023.

Unfavorable volume/mix was primarily due to elasticity impacts from pricing actions and due, in part, to the reduction of Supplemental Nutrition Assistance Program (“SNAP”) benefits.

Segment Adjusted EBITDA increased 6.0% to $5.6 billion in 2023 compared to $5.3 billion in 2022, primarily due to higher pricing and efficiency gains, which more than offset higher commodity costs, including the impact of realized gains and losses on commodity hedges; unfavorable volume/mix; higher supply chain costs, reflecting inflationary pressure in manufacturing costs; increased SG&A, particularly advertising expenses; the decrease from lapping a 53rd week of shipments in the prior period (2.2 pp); and the unfavorable impact of foreign currency (0.3 pp).

| | | | 2023 Compared to 2022 | | | | | | | | | | | | | | |

| | | | December 30, 2023 | | | | | | December 31, 2022 | | | | | | % Change | | |

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 have reflected this change in all historical periods presented.

Acquisitions and Divestitures:

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.

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

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

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 sale in the prior year period.

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.

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

Further, given the 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.

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.

However, these capacity constraints have negatively impacted, and could continue to negatively impact, our market share, financial condition, results of operations, or cash flows, until we return to optimal service levels.

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

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.

This decrease was primarily due to a $38 million net gain on extinguishment of debt recognized in the current year period in connection with our debt repurchases in 2022 compared to a $917 million loss on extinguishment of debt recognized in the prior year period in connection with our tender offers, debt redemptions, and debt repurchases in 2021.

The remaining change in interest expense was a decrease of approximately $171 million compared to the prior year period, as our aggregate principal amount of senior notes was reduced by approximately $6.2 billion in 2021 through tender offers, redemptions, repurchases, and repayments and approximately $1.5 billion in 2022 through repurchases and repayments.

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 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.

These impacts were partially offset by a favorable geographic mix of pre-tax income in various non-U.S. jurisdictions.

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.

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

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

| Results of divested operations | | | | | | | | | | | | | | | (0.26) | | | | | | | | |

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

| 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 | | |

| Organic Net Sales(a) | | | 20,050 | | | | | | 18,361 | | | | | | 9.2 | | % |

Unfavorable volume/mix was primarily due to declines in frozen, meat, condiments and sauces, coffee, ready-to-drink beverages, and desserts.

Segment Adjusted EBITDA decreased 5.2% to $5.3 billion in 2022 compared to $5.6 billion in 2021, primarily due to higher commodity costs (mainly in dairy, packaging materials, soybean and vegetable oils, meat, and energy); higher supply chain costs, reflecting inflationary pressure in procurement, logistics, and manufacturing costs; the unfavorable impact of the Cheese Transaction and Nuts Transaction (6.7 pp); unfavorable volume/mix; and the unfavorable impact of foreign currency (0.2 pp).

These decreases to Segment Adjusted EBITDA more than offset higher pricing, efficiency gains, and the favorable impact of a 53rd week of shipments (1.9 pp).

| Organic Net Sales(a) | | | 6,199 | | | | | | 5,556 | | | | | | 11.6 | | % |

Higher pricing included increases across markets primarily to mitigate rising input costs.

| | | | December [removed: 31, 2022] [added: 30, 2023] | | | | | | December [removed: 25, 2021] [added: 31, 2022] | | |

| Commodity contracts | | | $ | [removed: 94] [added: 77] | | | | | $ | [removed: 56] [added: 94] | |

| Foreign currency contracts | | | [removed: 71] [added: 37] | | | | | | [removed: 130] [added: 71] | | |

| Cross-currency swap contracts | | | [removed: 211] [added: 115] | | | | | | [removed: 318] [added: 211] | | |

Effect of Hypothetical 1% Fluctuation in EURIBOR:

Based on our current variable rate debt balance as of December 30, 2023, a hypothetical 1% increase in EURIBOR would have an insignificant impact on our annual interest expense.

With [removed: 2022] [added: 2023] net sales of approximately [removed: $26] [added: $27] billion, we are committed to growing our iconic and emerging food and beverage brands on a global scale.

At the closing of the 2015 Merger, Heinz was renamed The Kraft Heinz Company, and H. J. Heinz Company changed its name to Kraft Heinz Foods [removed: Company.][added: Company (“KHFC”).]

Our [removed: 2022] [added: 2023] fiscal year was a [removed: 53-week] [added: 52-week] period that ended on December [removed: 31, 2022,] [added: 30, 2023,] our [removed: 2021] [added: 2022] fiscal year was a [removed: 52-week] [added: 53-week] period that ended on December [removed: 25, 2021,] [added: 31, 2022,] and our [removed: 2020] [added: 2021] fiscal year was a 52-week period that ended on December [removed: 26, 2020.][added: 25, 2021.]

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

Significant trademarks by segment based on net sales in [removed: 2022] [added: 2023] were:

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

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

In [removed: 2022,] [added: 2023,] brands used under licenses from third parties included *Capri Sun* packaged drink pouches for sale in [removed: the United States.][added: our North America segment.]

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

In [removed: 2022,] [added: 2023,] we continued to experience higher commodity costs and supply chain costs, including [added: manufacturing,] procurement, [removed: logistics,] and [removed: manufacturing costs,] [added: logistics costs] largely due to inflationary [removed: pressures.][added: pressures concentrated in the first half of the year.]

- superior, [removed: customer-preferred] [added: consumer-preferred] product and package performance; and

In [removed: 2022,] [added: 2023,] the five largest customers in our North America segment accounted for approximately 46% of North America segment net sales and the five largest customers in our International segment accounted for approximately 14% of International segment net sales.

Our largest customer, Walmart Inc., represented approximately 21% of our net sales in [removed: 2022] [added: 2023] and [added: 2022, and] approximately 22% of our net sales in [removed: each of 2021 and 2020.][added: 2021.]

[removed: We] [added: As of December 30, 2023, we] manage our sales portfolio through six consumer-driven product platforms.

| | | | December [removed: 31, 2022] [added: 30, 2023] | | | | | | December [removed: 25, 2021] [added: 31, 2022] | | | | | | December [removed: 26, 2020] [added: 25, 2021] | | |

| Taste Elevation | | | [removed: 31] [added: 34] | | % | | | | [removed: 28] [added: 31] | | % | | | | [removed: 26] [added: 28] | | % |

| Fast Fresh Meals | | | [removed: 23] [added: 22] | | % | | | | [removed: 25] [added: 23] | | % | | | | [removed: 26] [added: 25] | | % |

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

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

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

| Other | | | [removed: 9] [added: 8] | | % | | | | [removed: 10] [added: 9] | | % | | | | 10 | | % |

| Condiments and sauces | | | [removed: 31] [added: 34] | | % | | | | [removed: 28] [added: 31] | | % | | | | [removed: 26] [added: 28] | | % |

| Cheese and dairy | | | [removed: 15] [added: 14] | | % | | | | [removed: 19] [added: 15] | | % | | | | [removed: 20] [added: 19] | | % |

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

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

| Meats and seafood | | | [removed: 10] [added: 9] | | % | | | | 10 | | % | | | | 10 | | % |

As of December [removed: 31, 2022,] [added: 30, 2023,] we had accrued an amount we deemed appropriate for environmental remediation.

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

Engagement and [removed: Retention:][added: Inclusion:]

As of December [removed: 31, 2022,] [added: 30, 2023,] Kraft Heinz had approximately [removed: 37,000] [added: 36,000] employees globally.

[removed: Our compensation, benefits, recognition, and] LiveWell [removed: programs] [added: represents our total rewards offerings that] are designed to attract and engage highly skilled talent, meet individual and family needs, and inspire, celebrate, and engage our people and teams through [removed: active listening channels.][added: enhanced interactions in moments that matter in an environment where employees feel productive, trusted, and empowered.]

The [removed: results,] [added: results] and comments are reviewed by the Board, senior leadership, managers, and human resources to help determine where changes are needed to support our people and teams.

We review and monitor our performance closely to drive [removed: continuous] improvement.

Our TRIR globally was 0.53 in [removed: 2022] [added: 2023] and [removed: 0.62 in 2021.][added: 2022.]

[removed: Diversity, Equity, Inclusion,] [added: Diversity, inclusion,] and [removed: Belonging:][added: belonging are key drivers for engagement.]

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

[removed: As of December] [added: | | | | December 30, 2023 | | | | | | December] 31, [removed: 2022:][added: 2022 | | | | | | December 25, 2021 | | |]

- [removed: 41%] [added: 43%] of employees in [added: global] management positions [removed: globally] identified as women;

- [removed: 28%] [added: 29%] of salaried employees in the U.S. identified as people of color;

- [removed: 40%] [added: 33%] of our Executive Leadership Team identified as women; and

During the fourth quarter of 2023, certain organizational changes were announced that are expected to impact our future internal reporting and reportable segments.

We expect to divide our International segment into three operating segments — Europe and Pacific Developed Markets (“EPDM” or “International Developed Markets”), West and East Emerging Markets (“WEEM”), and Asia Emerging Markets (“AEM”) — in order to enable enhanced focus on the different strategies required for each of these regions as part of our long-term strategic plan.

As a result of these changes, we expect to have two reportable segments: North America and International Developed Markets.

We anticipate that our remaining operating segments, consisting of WEEM and AEM, will be combined and disclosed as Emerging Markets.

We expect that the change to our reportable segments will be effective in the first quarter of 2024.

The platforms are modular and configurable by reportable segment and market and help us to manage and organize our business effectively by providing insight into our various product categories and brands.

We are currently evaluating our existing platforms and roles and anticipate changes to align with our future growth strategy.

Our rewards strategies (compensation, benefits, recognition, and wellbeing) aim to help our employees help themselves to LiveWell.

For us, it also means having our diverse consumer base represented in our workforce and included in relevant business decisions.

Our Business Resource Groups (BRGs) are employee-led, multi-functional groups based upon shared common interests.

They help foster an engaged and inclusive environment where all talent grows and thrives, create a network of support for employees, and serve as a resource for the organization on topics related to their focus area.

We have 2025 diversity, equity, inclusion, and belonging (“DEI&B”) aspirations that have shaped some of our guiding principles.

Our long-term ambition is to have demographic parity in the countries in which we operate and to be recognized as a top quartile company in inclusion.

Our DEI&B efforts have continued to be expanded as part of our multi-year strategy.

Each day, we are working to create a healthier, more equitable global workplace and world.

As of December 30, 2023:

Our global LiveWell program focuses on four wellbeing elements — physical, emotional, financial, and social health — and provides specific programs and resources to support our employees and their families within each of these areas.

Through Kraft Heinz Ownerversity, we provide learning opportunities for each of our employees, designed to inspire and grow talent within Kraft Heinz while developing employees’ capabilities to help them navigate their career journey.

Our learning and development offerings are created to enable employees to live our Value *We dare to do better every day* and own their personal learning and development.

We believe this empowers employees to execute with excellence in their current role, accelerate their learning curve, and grow a great career.

Through Ownerversity, employees have access to custom Kraft Heinz training, learning and development materials, and external content libraries and articles.

| Diana Frost, *Global Chief Growth Officer* | | | | | | 41 | | | | | | Global Chief Growth Officer (since December 2023); Chief Growth Officer, North America (August to December 2023); Head of North America Disruption and Canada Chief Marketing Officer (January to August 2022); and Chief Growth Officer, Canada (September 2020 to December 2021). Head of Portfolio Transformation, Mars Wrigley (January 2019 to September 2020) at Mars, Incorporated, a multinational confections company. | | |

| Pedro Navio, *Executive Vice President and President, North America* | | | | | | 43 | | | | | | Executive Vice President and President, North America (since December 2023); President – Taste, Meals, and Away From Home (March 2022 to December 2023); President, Latin America (November 2019 to February 2022); and President, Brazil (2017 to November 2019). | | |

| Cory Onell, *Executive Vice President and Chief Omnichannel Sales and Asian Emerging Markets Officer* | | | | | | 50 | | | | | | Executive Vice President and Chief Omnichannel Sales and Asian Emerging Markets Officer (since December 2023) and Chief Sales Officer, U.S. (August 2020 to December 2023). Senior Vice President and Head of U.S. Retail Sales (April to July 2020) at The J. M. Smucker Company, a food and beverage company. Senior Vice President, Sales (2017 to April 2020) at Campbell. | | |

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

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 have reflected this change in all historical periods presented.

Trademark registrations generally are for renewable, fixed terms.

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

The platforms are modular and configurable by reportable segment and market.

The platform approach helps us to manage our business efficiently, including the oversight of our various product categories and brands, and transforms the way we plan for our growth.

Our global LiveWell program addresses physical, emotional, financial, and social health and wellbeing.

We champion the LiveWell program’s holistic approach to wellbeing with enhanced programs, including healthcare benefits, disability, and employee assistance initiatives.

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

Through Kraft Heinz Ownerversity, we provide learning and development offerings to employees via live and virtual learning experiences.

These offerings enable employees to execute with excellence in their roles, accelerate their learning curves, and grow great careers through continuous learning.

With Ownerversity’s targeted platforms, employees can focus on timely and topical development areas including leadership, management excellence, functional capabilities, and diversity, equity, inclusion, and belonging.

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.

| Kathy Krenger, *Senior Vice President and Global Chief Communications Officer* | | | | | | 55 | | | | | | Senior Vice President (since December 2021) and Global Chief Communications Officer (since July 2021). Senior Vice President, Global Communications (2017 to July 2021) at Hyatt Hotels Corporation, a global hospitality company. | | |

| Marcos Eloi Lima, *Executive Vice President and Global Chief Procurement Officer* | | | | | | 45 | | | | | | Executive Vice President (since December 2021) and Chief Procurement Officer (since October 2019); and Advisor in the area of procurement (July 2019 to October 2019). Vice President Procurement & Sustainability Middle Americas Zone (2016 to July 2019) at AB InBev. | | |

| Rafael Oliveira, *Executive Vice President and President, International Markets* | | | | | | 48 | | | | | | Executive Vice President and President, International Markets (since December 2021); International Zone President (July 2019 to December 2021); Zone President of EMEA (2016 to June 2019); Managing Director of Kraft Heinz UK & Ireland (2016 to 2016); and President of Kraft Heinz Australia, New Zealand, and Papua New Guinea (2014 to 2016). | | |

| 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). | | |

For the fiscal year ended December [removed: 31, 2022][added: 30, 2023]

[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 approximately [removed: $34.6] [added: $32.1] billion.

As of February [removed: 11, 2023,] [added: 10, 2024,] there were [removed: 1,225,003,377] [added: 1,213,099,787] 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: 4, 2023] [added: 2, 2024] are incorporated by reference into Part III hereof.

| [Item 1. [removed: Business.](#i22a191ec6f8a47c9b03d175e50bc8337_16)] [added: Business.](#id439cff6ef3449f1bf59c4d187721853_16)] | | | [removed: [1](#i22a191ec6f8a47c9b03d175e50bc8337_16)] [added: [1](#id439cff6ef3449f1bf59c4d187721853_16)] | | |

| [Item 1A. Risk [removed: Factors.](#i22a191ec6f8a47c9b03d175e50bc8337_25)] [added: Factors.](#id439cff6ef3449f1bf59c4d187721853_25)] | | | [removed: [7](#i22a191ec6f8a47c9b03d175e50bc8337_25)] [added: [8](#id439cff6ef3449f1bf59c4d187721853_25)] | | |

| [Item 1B. Unresolved Staff [removed: Comments.](#i22a191ec6f8a47c9b03d175e50bc8337_28)] [added: Comments.](#id439cff6ef3449f1bf59c4d187721853_28)] | | | [removed: [20](#i22a191ec6f8a47c9b03d175e50bc8337_28)] [added: [22](#id439cff6ef3449f1bf59c4d187721853_28)] | | |

| [Item 2. [removed: Properties.](#i22a191ec6f8a47c9b03d175e50bc8337_31)] [added: Properties.](#id439cff6ef3449f1bf59c4d187721853_31)] | | | [removed: [20](#i22a191ec6f8a47c9b03d175e50bc8337_31)] [added: [24](#id439cff6ef3449f1bf59c4d187721853_31)] | | |

| [Item 3. Legal [removed: Proceedings.](#i22a191ec6f8a47c9b03d175e50bc8337_34)] [added: Proceedings.](#id439cff6ef3449f1bf59c4d187721853_34)] | | | [removed: [21](#i22a191ec6f8a47c9b03d175e50bc8337_34)] [added: [24](#id439cff6ef3449f1bf59c4d187721853_34)] | | |

| [Item 4. Mine Safety [removed: Disclosures.](#i22a191ec6f8a47c9b03d175e50bc8337_37)] [added: Disclosures.](#id439cff6ef3449f1bf59c4d187721853_37)] | | | [removed: [21](#i22a191ec6f8a47c9b03d175e50bc8337_37)] [added: [24](#id439cff6ef3449f1bf59c4d187721853_37)] | | |

| [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities.](#i22a191ec6f8a47c9b03d175e50bc8337_43)] [added: Securities.](#id439cff6ef3449f1bf59c4d187721853_43)] | | | [removed: [21](#i22a191ec6f8a47c9b03d175e50bc8337_43)] [added: [24](#id439cff6ef3449f1bf59c4d187721853_43)] | | |

| [Item 6. [removed: \[Reserved\].](#i22a191ec6f8a47c9b03d175e50bc8337_46)] [added: \[Reserved\].](#id439cff6ef3449f1bf59c4d187721853_46)] | | | [removed: [22](#i22a191ec6f8a47c9b03d175e50bc8337_46)] [added: [26](#id439cff6ef3449f1bf59c4d187721853_46)] | | |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations.](#i22a191ec6f8a47c9b03d175e50bc8337_49)] [added: Operations.](#id439cff6ef3449f1bf59c4d187721853_49)] | | | [removed: [23](#i22a191ec6f8a47c9b03d175e50bc8337_49)] [added: [27](#id439cff6ef3449f1bf59c4d187721853_49)] | | |

| [Consolidated Results of [removed: Operations](#i22a191ec6f8a47c9b03d175e50bc8337_55)] [added: Operations](#id439cff6ef3449f1bf59c4d187721853_55)] | | | [removed: [24](#i22a191ec6f8a47c9b03d175e50bc8337_55)] [added: [28](#id439cff6ef3449f1bf59c4d187721853_55)] | | |

| [Results of Operations by [removed: Segment](#i22a191ec6f8a47c9b03d175e50bc8337_58)] [added: Segment](#id439cff6ef3449f1bf59c4d187721853_58)] | | | [removed: [27](#i22a191ec6f8a47c9b03d175e50bc8337_58)] [added: [30](#id439cff6ef3449f1bf59c4d187721853_58)] | | |

| [Liquidity and Capital [removed: Resources](#i22a191ec6f8a47c9b03d175e50bc8337_61)] [added: Resources](#id439cff6ef3449f1bf59c4d187721853_61)] | | | [removed: [29](#i22a191ec6f8a47c9b03d175e50bc8337_61)] [added: [32](#id439cff6ef3449f1bf59c4d187721853_61)] | | |

| [Commodity [removed: Trends](#i22a191ec6f8a47c9b03d175e50bc8337_64)] [added: Trends](#id439cff6ef3449f1bf59c4d187721853_64)] | | | [removed: [34](#i22a191ec6f8a47c9b03d175e50bc8337_64)] [added: [37](#id439cff6ef3449f1bf59c4d187721853_64)] | | |

| [Critical Accounting [removed: Estimates](#i22a191ec6f8a47c9b03d175e50bc8337_67)] [added: Estimates](#id439cff6ef3449f1bf59c4d187721853_67)] | | | [removed: [34](#i22a191ec6f8a47c9b03d175e50bc8337_67)] [added: [37](#id439cff6ef3449f1bf59c4d187721853_67)] | | |

| [New Accounting [removed: Pronouncements](#i22a191ec6f8a47c9b03d175e50bc8337_70)] [added: Pronouncements](#id439cff6ef3449f1bf59c4d187721853_70)] | | | [removed: [38](#i22a191ec6f8a47c9b03d175e50bc8337_70)] [added: [41](#id439cff6ef3449f1bf59c4d187721853_70)] | | |

| [Non-GAAP Financial [removed: Measures](#i22a191ec6f8a47c9b03d175e50bc8337_76)] [added: Measures](#id439cff6ef3449f1bf59c4d187721853_76)] | | | [removed: [38](#i22a191ec6f8a47c9b03d175e50bc8337_76)] [added: [41](#id439cff6ef3449f1bf59c4d187721853_76)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures about Market [removed: Risk.](#i22a191ec6f8a47c9b03d175e50bc8337_79)] [added: Risk.](#id439cff6ef3449f1bf59c4d187721853_79)] | | | [removed: [43](#i22a191ec6f8a47c9b03d175e50bc8337_79)] [added: [45](#id439cff6ef3449f1bf59c4d187721853_79)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data.](#i22a191ec6f8a47c9b03d175e50bc8337_82)] [added: Data.](#id439cff6ef3449f1bf59c4d187721853_82)] | | | [removed: [44](#i22a191ec6f8a47c9b03d175e50bc8337_82)] [added: [46](#id439cff6ef3449f1bf59c4d187721853_82)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i22a191ec6f8a47c9b03d175e50bc8337_85)] [added: Firm](#id439cff6ef3449f1bf59c4d187721853_85)] | | | [removed: [44](#i22a191ec6f8a47c9b03d175e50bc8337_85)] [added: [46](#id439cff6ef3449f1bf59c4d187721853_85)] | | |

| [Consolidated Statements of [removed: Income](#i22a191ec6f8a47c9b03d175e50bc8337_88)] [added: Income](#id439cff6ef3449f1bf59c4d187721853_88)] | | | [removed: [47](#i22a191ec6f8a47c9b03d175e50bc8337_88)] [added: [49](#id439cff6ef3449f1bf59c4d187721853_88)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i22a191ec6f8a47c9b03d175e50bc8337_91)] [added: Income](#id439cff6ef3449f1bf59c4d187721853_91)] | | | [removed: [48](#i22a191ec6f8a47c9b03d175e50bc8337_91)] [added: [50](#id439cff6ef3449f1bf59c4d187721853_91)] | | |

| [Consolidated Balance [removed: Sheets](#i22a191ec6f8a47c9b03d175e50bc8337_94)] [added: Sheets](#id439cff6ef3449f1bf59c4d187721853_94)] | | | [removed: [49](#i22a191ec6f8a47c9b03d175e50bc8337_94)] [added: [51](#id439cff6ef3449f1bf59c4d187721853_94)] | | |

| [Consolidated Statements of [removed: Equity](#i22a191ec6f8a47c9b03d175e50bc8337_97)] [added: Equity](#id439cff6ef3449f1bf59c4d187721853_97)] | | | [removed: [50](#i22a191ec6f8a47c9b03d175e50bc8337_97)] [added: [52](#id439cff6ef3449f1bf59c4d187721853_97)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i22a191ec6f8a47c9b03d175e50bc8337_100)] [added: Flows](#id439cff6ef3449f1bf59c4d187721853_100)] | | | [removed: [51](#i22a191ec6f8a47c9b03d175e50bc8337_100)] [added: [53](#id439cff6ef3449f1bf59c4d187721853_100)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i22a191ec6f8a47c9b03d175e50bc8337_103)] [added: Statements](#id439cff6ef3449f1bf59c4d187721853_103)] | | | [removed: [52](#i22a191ec6f8a47c9b03d175e50bc8337_103)] [added: [54](#id439cff6ef3449f1bf59c4d187721853_103)] | | |

| [Note 1. Basis of [removed: Presentation](#i22a191ec6f8a47c9b03d175e50bc8337_106)] [added: Presentation](#id439cff6ef3449f1bf59c4d187721853_106)] | | | [removed: [52](#i22a191ec6f8a47c9b03d175e50bc8337_106)] [added: [54](#id439cff6ef3449f1bf59c4d187721853_106)] | | |

| [Note 2. Significant Accounting [removed: Policies](#i22a191ec6f8a47c9b03d175e50bc8337_109)] [added: Policies](#id439cff6ef3449f1bf59c4d187721853_109)] | | | [removed: [53](#i22a191ec6f8a47c9b03d175e50bc8337_109)] [added: [55](#id439cff6ef3449f1bf59c4d187721853_109)] | | |

| [Note 3. New Accounting [removed: Standards](#i22a191ec6f8a47c9b03d175e50bc8337_112)] [added: Standards](#id439cff6ef3449f1bf59c4d187721853_112)] | | | [removed: [57](#i22a191ec6f8a47c9b03d175e50bc8337_112)] [added: [59](#id439cff6ef3449f1bf59c4d187721853_112)] | | |

| [Note 4. Acquisitions and [removed: Divestitures](#i22a191ec6f8a47c9b03d175e50bc8337_115)] [added: Divestitures](#id439cff6ef3449f1bf59c4d187721853_115)] | | | [removed: [58](#i22a191ec6f8a47c9b03d175e50bc8337_115)] [added: [60](#id439cff6ef3449f1bf59c4d187721853_115)] | | |

| [Note 5. Restructuring [removed: Activities](#i22a191ec6f8a47c9b03d175e50bc8337_118)] [added: Activities](#id439cff6ef3449f1bf59c4d187721853_118)] | | | [removed: [63](#i22a191ec6f8a47c9b03d175e50bc8337_118)] [added: [65](#id439cff6ef3449f1bf59c4d187721853_118)] | | |

| [Note 7. Property, Plant and [removed: Equipment](#i22a191ec6f8a47c9b03d175e50bc8337_127)] [added: Equipment](#id439cff6ef3449f1bf59c4d187721853_124)] | | | [removed: [65](#i22a191ec6f8a47c9b03d175e50bc8337_127)] [added: [66](#id439cff6ef3449f1bf59c4d187721853_124)] | | |

| [Note 8. Goodwill and Intangible [removed: Assets](#i22a191ec6f8a47c9b03d175e50bc8337_130)] [added: Assets](#id439cff6ef3449f1bf59c4d187721853_127)] | | | [removed: [65](#i22a191ec6f8a47c9b03d175e50bc8337_130)] [added: [67](#id439cff6ef3449f1bf59c4d187721853_127)] | | |

| [Note 9. Income [removed: Taxes](#i22a191ec6f8a47c9b03d175e50bc8337_133)] [added: Taxes](#id439cff6ef3449f1bf59c4d187721853_130)] | | | [removed: [71](#i22a191ec6f8a47c9b03d175e50bc8337_133)] [added: [72](#id439cff6ef3449f1bf59c4d187721853_130)] | | |

| [Note 10. Employees’ Stock Incentive [removed: Plans](#i22a191ec6f8a47c9b03d175e50bc8337_136)] [added: Plans](#id439cff6ef3449f1bf59c4d187721853_133)] | | | [removed: [74](#i22a191ec6f8a47c9b03d175e50bc8337_136)] [added: [75](#id439cff6ef3449f1bf59c4d187721853_133)] | | |

| [Note 11. Postemployment [removed: Benefits](#i22a191ec6f8a47c9b03d175e50bc8337_139)] [added: Benefits](#id439cff6ef3449f1bf59c4d187721853_136)] | | | [removed: [78](#i22a191ec6f8a47c9b03d175e50bc8337_139)] [added: [78](#id439cff6ef3449f1bf59c4d187721853_136)] | | |

| Floating Rate Senior Notes due 2025 | | | KHC25 | | | The Nasdaq Stock Market LLC | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

| [PART I](#id439cff6ef3449f1bf59c4d187721853_13) | | | [1](#id439cff6ef3449f1bf59c4d187721853_13) | | |

| [Item 1C. Cybersecurit](#id439cff6ef3449f1bf59c4d187721853_1751)[y](#id439cff6ef3449f1bf59c4d187721853_1751) | | | [22](#id439cff6ef3449f1bf59c4d187721853_1751) | | |

| [PART II](#id439cff6ef3449f1bf59c4d187721853_40) | | | [24](#id439cff6ef3449f1bf59c4d187721853_40) | | |

| [Overview](#id439cff6ef3449f1bf59c4d187721853_52) | | | [27](#id439cff6ef3449f1bf59c4d187721853_52) | | |

| [Contingencies](#id439cff6ef3449f1bf59c4d187721853_73) | | | [41](#id439cff6ef3449f1bf59c4d187721853_73) | | |

| [Note 6. Inventories](#id439cff6ef3449f1bf59c4d187721853_121) | | | [66](#id439cff6ef3449f1bf59c4d187721853_121) | | |

| [PART IV](#id439cff6ef3449f1bf59c4d187721853_199) | | | [111](#id439cff6ef3449f1bf59c4d187721853_199) | | |

| [Signatures](#id439cff6ef3449f1bf59c4d187721853_208) | | | [117](#id439cff6ef3449f1bf59c4d187721853_208) | | |

| [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) | | |

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

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

Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure

The Company assesses, identifies, and manages cybersecurity risk using a data-driven risk management program intended to reduce risks to the following impact classes: the Company’s obligations to prevent harm to parties, including employees, customers, and stockholders; and the Company’s business objectives*.*

As part of our cybersecurity strategy, we set risk targets based on our risk thresholds using industry-recognized standards for controlling and evaluating the risk of cybersecurity threats.

The Company has developed cybersecurity policies supported by defined standards, including identity and access control, network controls, operational security, information classification, cybersecurity risk management, incident management and reporting, and security in software development lifecycle.

We undertake scheduled and targeted cybersecurity risk assessments to identify and prioritize risks to our three impact classes so that foreseeably harmed parties (which include our employees, contractors, partners, customers, stockholders, consumers, and suppliers) are explicitly included in our risk analysis and risk management priorities.

We plan for, implement, and improve safeguards that are designed to reduce unacceptable risks to any foreseeably harmed party.

We engage third-party service providers (including contractors and vendors) as part of our normal business operations, including collaborating with third-party experts to assist with evaluating, identifying, and managing our cybersecurity risks.

Our cybersecurity risk management program includes:

- Ongoing audits of third-party service providers, including penetration testing and reviews of program maturity based on the National Institute of Standards and Technology (“NIST”) cybersecurity framework;

- Due diligence reviews of third-party service providers’ information security programs;

- Regular phishing, social engineering, and cybersecurity awareness training for employees with Company emails and access to connected devices;

- Annual tabletop exercises to educate and train our personnel on response capabilities and inform adjustments to our controls and response;

- Regular consultation with external advisors and specialists regarding opportunities and enhancements to strengthen our cybersecurity practices and policies;

- Ongoing cybersecurity event monitoring, management, and testing of incident response procedures; and

- Ongoing enhancements to cybersecurity capabilities based on evolving threats.

We have adopted an incident response plan that applies in the event of a cybersecurity threat or incident to provide a standardized framework for responding to such cybersecurity incidents.

The plan sets out a coordinated approach to investigating, containing, documenting, and mitigating incidents, including reporting findings and keeping senior management, the Board, and other key stakeholders informed and involved as appropriate.

The plan is aligned to NIST guidance.

It also adheres to standards of practice and includes the involvement of any personnel who may detect incidents, respond to incidents, resolve incidents, and manage communications and responsibilities with authorities about those incidents.

The plan applies to all Company personnel (including third-party contractors, vendors, and partners) that perform functions or services requiring access to secure Company information, and to all devices and network services that are owned or managed by the Company.

We also employ systems and processes designed to oversee, identify, and reduce the potential impact of a cybersecurity incident at a third-party service provider.

We maintain a third-party cyber risk management process to review and monitor potentially material third-party service providers’ security controls.

Third-party service providers are required to provide independent attestation reports of their control environment, which are reviewed to validate that the controls meet Company security requirements.

In the absence of such reports, third-party service providers are required to complete a detailed questionnaire describing their controls and provide relevant documentation.

As part of the third-party risk management process, we request and review annual penetration test reports for the third-party service providers designed to assess whether all high and medium risk findings are addressed.

The control environments for third-party service providers are reviewed annually.

Our cybersecurity risk mitigation strategy includes the use of cybersecurity insurance that provides protection against certain potential losses arising from certain cybersecurity incidents.

Risk management concerns, priorities, and progress are reported to the Company’s Enterprise Risk Committee quarterly as part of the Company’s overall enterprise risk management process.

Risk management reports describe cybersecurity priorities, planned safeguards, and resource requirements necessary to achieve acceptable risk outcomes for foreseeably harmed parties.

The Company governs cybersecurity risk through a risk management program designed to enable employees, members of the Audit Committee, Enterprise Risk Committee, executive officers, and other personnel to make informed decisions about cybersecurity risk management that are appropriate for their level of responsibility.

Our Chief Information Security Officer (“CISO”) oversees the team responsible for leading enterprise-wide information security strategy, policy, standards, architecture, and processes.

Our CISO has extensive cybersecurity knowledge and skills gained from more than 20 years of work experience in information security in the consumer goods, banking, legal, healthcare, and education sectors as well as the government.

Our CISO holds a master’s degree in computer and information systems security/information assurance and designations as a Certified Information Systems Security Professional (CISSP) and Certified Information Security Manager (CISM).

The CISO evaluates cybersecurity risks, plans for reduction of risks, directs resources and priorities to improve cybersecurity safeguards, measures the results of those efforts, reports to our senior and executive leaders (including our Global Chief Information Officer and Global Chief Financial Officer), the Enterprise Risk Management Committee, and the Audit Committee regarding our cybersecurity risk priorities and progress, and solicits support from senior and executive leaders to further reduce risks through resources, prioritization, or other means.

The CISO receives reports on cybersecurity threats from our Security Operations Center, external threat intel, trusted third-party security suppliers, and a peer network of CISOs at other global companies on an ongoing basis.

Our Security Operations Center verifies and validates the threat information and modifies our detection and preventative controls as appropriate.

Our CISO works closely with our Chief Global Ethics and Compliance Officer and Chief Legal and Corporate Affairs Officer to oversee compliance with legal, regulatory, and contractual security requirements.

The CISO’s team evaluates third-party service providers to a degree commensurate with the risk their services pose to us.

As part of that program, we also provide feedback to service providers about risks they can reduce using commercially available safeguards.

Additionally, the information security team works in partnership with the Company’s internal audit team to review information technology-related internal controls as part of our overall internal controls process.

As of December [removed: 31, 2022,] [added: 30, 2023,] we operated [removed: 78] [added: 75] manufacturing and processing facilities.

We own [removed: 72] [added: 70] and lease [removed: six] [added: five] of these facilities.

Our manufacturing and processing facilities count by segment as of December [removed: 31, 2022] [added: 30, 2023] was:

| North America | | | 32 | | | | | | [removed: 3] [added: 2] | | |

| International | | | [removed: 40] [added: 38] | | | | | | 3 | | |

See Note [removed: 4, *Acquisitions and Divestitures*,] [added: 5, *Restructuring Activities*,] in Item 8, *Financial Statements and Supplementary Data*, for additional information on our [removed: acquisitions] [added: exit] and [removed: divestitures.][added: disposal costs.]

In 2023, we ceased operations of our facility in Irvine, California in our North America segment and two manufacturing facilities in China within our International segment as part of our planned restructuring activities.

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.

We also acquired one owned manufacturing facility in our International segment.

Our common stock is listed on The Nasdaq Stock Market LLC (Nasdaq) under the ticker symbol “KHC.” At February [removed: 11, 2023,] [added: 10, 2024,] there were approximately [removed: 40,000] [added: 37,627] 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: 31, 2022.][added: 30, 2023.]

This graph covers the five-year period from December [removed: 29, 2017] [added: 28, 2018] (the last trading day of our fiscal year [removed: 2017)] [added: 2018)] through December [removed: 30, 2022] [added: 29, 2023] (the last trading day of our fiscal year [removed: 2022).][added: 2023).]

The graph shows total shareholder return assuming $100 was invested on December [removed: 29, 2017] [added: 28, 2018] and the dividends were reinvested on a daily basis.

[removed: ][added: ]

| December [removed: 29, 2017] [added: 28, 2018] | | | $ | 100.00 | | | | | $ | 100.00 | | | | | $ | 100.00 | |

Issuer Purchases of Equity Securities During the Three Months Ended December [removed: 31, 2022][added: 30, 2023]

Our share repurchase activity in the three months ended December [removed: 31, 2022] [added: 30, 2023] was:

| | | | | | | Total Number of Shares Purchased(a) | | | | | | Average Price Paid Per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(b) | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or [removed: Programs] [added: Programs (in millions)] | | |

(a) Includes (1) shares [added: purchased pursuant to the share repurchase program described in (b) below, (2) shares] repurchased to offset the dilutive effect of the exercise of stock options using option exercise proceeds and the vesting restricted stock units (“RSUs”) and performance share units [removed: (“PSUs”)] [added: (“PSUs”),] and [removed: (2)] [added: (3)] shares withheld for tax liabilities associated with the vesting of RSUs and PSUs.

| December 27, 2019 | | | 76.72 | | | | | | 132.97 | | | | | | 128.43 | | |

| December 24, 2020 | | | 89.80 | | | | | | 154.78 | | | | | | 135.53 | | |

| December 23, 2021 | | | 94.37 | | | | | | 200.34 | | | | | | 153.96 | | |

| December 30, 2022 | | | 113.64 | | | | | | 165.48 | | | | | | 170.15 | | |

| December 29, 2023 | | | 107.91 | | | | | | 208.99 | | | | | | 161.89 | | |

| 10/01/2023 — 11/04/2023 | | | | | | 143,353 | | | | | | $ | 33.74 | | | | | — | | | | | | $ | — | |

| 11/05/2022 — 12/02/2023 | | | | | | 2,139,192 | | | | | | 35.12 | | | | | | 2,135,574 | | | | | | 2,925 | | |

| 12/03/2023 — 12/30/2023 | | | | | | 6,153,670 | | | | | | 36.60 | | | | | | 6,149,491 | | | | | | 2,700 | | |

| Total | | | | | | 8,436,215 | | | | | | | | | | | | 8,285,065 | | | | | | | | |

(b) On November 27, 2023, the Company announced that the Board of Directors approved a share repurchase program authorizing the Company to purchase up to $3.0 billion of the Company’s common stock through December 26, 2026.

The Company is not obligated to repurchase any specific number of shares and the program may be modified, suspended, or discontinued at any time.

Under the program, shares may be repurchased in open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act, privately negotiated transactions, transactions structured through investment banking institutions, or other means.

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

(b) We do not have any publicly-announced share repurchase plans or programs.

We have audited the accompanying consolidated balance sheets of The Kraft Heinz Company and its subsidiaries (the “Company”) as of December [removed: 31, 2022] [added: 30, 2023] and December [removed: 25, 2021,] [added: 31, 2022,] 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: 31, 2022,] [added: 30, 2023,] 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: 31, 2022,] [added: 30, 2023,] 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: 31, 2022] [added: 30, 2023] and December [removed: 25, 2021,] [added: 31, 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December [removed: 31, 2022] [added: 30, 2023] 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: 31, 2022,] [added: 30, 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

*Goodwill Impairment [removed: Assessments*][added: Assessments for Certain Reporting Units*]

As described in Notes 2 and 8 to the consolidated financial statements, the Company’s [removed: consolidated] goodwill balance was [removed: $30.8] [added: $30.5] billion as of December [removed: 31, 2022.][added: 30, 2023.]

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

Management recognized non-cash goodwill impairment losses of [removed: $444] [added: $510] million for the year ended December [removed: 31, 2022.][added: 30, 2023.]

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

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

Professionals with specialized skill and knowledge were used to assist in [added: evaluating (i)] the [removed: evaluation] [added: appropriateness] of [removed: (i)] the Company’s discounted cash flow method and (ii) the [added: reasonableness of the] discount rate and long-term growth rate assumptions.

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

As described in Notes 2 and 8 to the consolidated financial statements, the Company’s [removed: consolidated] indefinite-lived intangible assets balance, which consists primarily of individual brands, was [removed: $38.6] [added: $38.5] billion as of December [removed: 31, 2022.][added: 30, 2023, a majority of which relates to indefinite-lived intangible assets valued using the excess earnings method.]

[removed: Historically, management tested] [added: Management tests] brands for impairment annually as of the first day of the [removed: second] [added: third] 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 indefinite-lived intangible asset impairment losses of [removed: $462] [added: $152] million for the year ended December [removed: 31, 2022.][added: 30, 2023, a portion of which relates to indefinite-lived intangible assets valued using the excess earnings method.]

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

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

Evaluating management’s assumptions related to net sales, cost of products sold, SG&A, long-term growth rates and discount rates for the excess earnings method [removed: and net sales, royalty rates, long-term growth rates and discount rates for the relief from royalty method] involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the individual brands; (ii) the consistency with external market and industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

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

| | | | December [removed: 31, 2022] [added: 30, 2023] | | | | | | December [removed: 25, 2021] [added: 31, 2022] | | | | | | December [removed: 26, 2020] [added: 25, 2021] | | |

| Net sales | | | $ | [removed: 26,485] [added: 26,640] | | | | | $ | [removed: 26,042] [added: 26,485] | | | | | $ | [removed: 26,185] [added: 26,042] | |

| Cost of products sold | | | [removed: 18,363] [added: 17,714] | | | | | | [removed: 17,360] [added: 18,363] | | | | | | [removed: 17,008] [added: 17,360] | | |

| Gross profit | | | [removed: 8,122] [added: 8,926] | | | | | | [removed: 8,682] [added: 8,122] | | | | | | [removed: 9,177] [added: 8,682] | | |

| Selling, general and administrative expenses, excluding impairment losses | | | [removed: 3,575] [added: 3,692] | | | | | | [removed: 3,588] [added: 3,575] | | | | | | [removed: 3,650] [added: 3,588] | | |

| Goodwill impairment losses | | | [removed: 444] [added: 510] | | | | | | [removed: 318] [added: 444] | | | | | | [removed: 2,343] [added: 318] | | |

| Intangible asset impairment losses | | | [removed: 469] [added: 152] | | | | | | [removed: 1,316] [added: 469] | | | | | | [removed: 1,056] [added: 1,316] | | |

| Selling, general and administrative expenses | | | [removed: 4,488] [added: 4,354] | | | | | | [removed: 5,222] [added: 4,488] | | | | | | [removed: 7,049] [added: 5,222] | | |

| Operating income/(loss) | | | [removed: 3,634] [added: 4,572] | | | | | | [removed: 3,460] [added: 3,634] | | | | | | [removed: 2,128] [added: 3,460] | | |

| Interest expense | | | [removed: 921] [added: 912] | | | | | | [removed: 2,047] [added: 921] | | | | | | [removed: 1,394] [added: 2,047] | | |

| Other expense/(income) | | | [removed: (253)] [added: 27] | | | | | | [removed: (295)] [added: (253)] | | | | | | [removed: (296)] [added: (295)] | | |

| Income/(loss) before income taxes | | | [removed: 2,966] [added: 3,633] | | | | | | [removed: 1,708] [added: 2,966] | | | | | | [removed: 1,030] [added: 1,708] | | |

| Provision for/(benefit from) income taxes | | | [removed: 598] [added: 787] | | | | | | [removed: 684] [added: 598] | | | | | | [removed: 669] [added: 684] | | |

| Net income/(loss) | | | [removed: 2,368] [added: 2,846] | | | | | | [removed: 1,024] [added: 2,368] | | | | | | [removed: 361] [added: 1,024] | | |

| Net income/(loss) attributable to noncontrolling interest | | | [removed: 5] [added: (9)] | | | | | | [removed: 12] [added: 5] | | | | | | [removed: 5] [added: 12] | | |

| Net income/(loss) attributable to common shareholders | | | $ | [removed: 2,363] [added: 2,855] | | | | | $ | [removed: 1,012] [added: 2,363] | | | | | $ | [removed: 356] [added: 1,012] | |

| Basic earnings/(loss) | | | $ | [removed: 1.93] [added: 2.33] | | | | | $ | [removed: 0.83] [added: 1.93] | | | | | $ | [removed: 0.29] [added: 0.83] | |

| Diluted earnings/(loss) | | | [removed: 1.91] [added: 2.31] | | | | | | [removed: 0.82] [added: 1.91] | | | | | | [removed: 0.29] [added: 0.82] | | |

| Net income/(loss) | | | $ | [removed: 2,368] [added: 2,846] | | | | | $ | [removed: 1,024] [added: 2,368] | | | | | $ | [removed: 361] [added: 1,024] | |

| Foreign currency translation adjustments | | | [removed: (914)] [added: 309] | | | | | | [removed: (236)] [added: (914)] | | | | | | [removed: 327] [added: (236)] | | |

| Net deferred gains/(losses) on net investment hedges | | | [removed: 343] [added: (119)] | | | | | | [removed: 169] [added: 343] | | | | | | [removed: (321)] [added: 169] | | |

| | | | December 30, 2023 | | | | | | December 31, 2022 | | |

| Balance at December 30, 2023 | | | $ | 12 | | | | | $ | 52,037 | | | | | $ | 1,367 | | | | | $ | (2,604) | | | | | $ | (1,286) | | | | | $ | 162 | | | | | $ | 49,688 | |

| Net income/(loss) | | | $ | 2,846 | | | | | $ | 2,368 | | | | | $ | 1,024 | |

| Repurchases of common stock | | | (455) | | | | | | (280) | | | | | | (271) | | |

During the fourth quarter of 2023, certain organizational changes were announced that are expected to impact our future internal reporting and reportable segments.

We expect to divide our International segment into three operating segments — Europe and Pacific Developed Markets (“EPDM” or “International Developed Markets”), West and East Emerging Markets (“WEEM”), and Asia Emerging Markets (“AEM”) — in order to enable enhanced focus on the different strategies required for each of these regions as part of our long-term strategic plan.

As a result of these changes, we expect to have two reportable segments: North America and International Developed Markets.

We anticipate that our remaining operating segments, consisting of WEEM and AEM, will be combined and disclosed as Emerging Markets.

We expect that the change to our reportable segments will be effective in the first quarter of 2024.

We have reflected these changes in all historical periods presented and these updates have no net impact on the total plan assets at fair value or leveling disclosed.

See Note 17, *Leases*, for additional information.

Accounting Standards Adopted in the Current Year

Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures:

In November 2023, the FASB issued ASU 2023-07 to improve segment disclosure requirements under ASC 280, *Segment Reporting,* through enhancing disclosures about significant segment expenses.

The guidance requires entities to provide significant segment expenses that are regularly provided to the chief operating decision maker and other segment expenses included in each reported measure of segment profitability.

The ASU also enhances interim segment reporting requirements by aligning interim disclosures with information that must be disclosed annually in accordance with ASC 280.

The ASU will be effective beginning in 2024 for annual disclosures, and in 2025 for interim disclosures.

The new guidance must be applied retrospectively to all prior periods presented in the financial statements, with the significant segment expense and other segment item amounts disclosed based on categories identified in the period of adoption.

We are still evaluating the impacts this ASU will have on our financial statements and related disclosures.

Income Taxes (Topic 740) – Improvements to Income Tax Disclosures:

In December 2023, the FASB issued ASU 2023-09 to improve income tax disclosure requirements under ASC 740, *Income Taxes*.

The guidance requires entities to provide disaggregated information about a reporting entity’s effective tax rate reconciliation and about income taxes paid.

The ASU will be effective for annual periods beginning after December 15, 2024 and will impact our 2025 annual filing.

The guidance will be applied on a prospective basis with the option to apply the standard retrospectively.

Early adoption is permitted.

We are still evaluating the impacts this ASU will have on our financial statements and related disclosures.

The purchase price allocation for the Hemmer Acquisition was final as of the first quarter of 2023.

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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.

February 16, 2023

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| Income taxes payable | | | 136 | | | | | | 541 | | |

| Balance at December 28, 2019 | | | $ | 12 | | | | | $ | 56,828 | | | | | $ | (3,060) | | | | | $ | (1,886) | | | | | $ | (271) | | | | | $ | 126 | | | | | $ | 51,749 | |

| Dividends declared-noncontrolling interest ($75.32 per share) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4) | | | | | | (4) | | |

| Proceeds from revolving credit facility | | | — | | | | | | — | | | | | | 4,000 | | |

| Repayments of revolving credit facility | | | — | | | | | | — | | | | | | (4,000) | | |

Before the consummation of the 2015 Merger, Heinz was controlled by Berkshire Hathaway Inc. and 3G Global Food Holdings, LP, following their acquisition of H. J. Heinz Company on June 7, 2013 (the “2013 Heinz Acquisition”).

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 have reflected this change in all historical periods presented.

At December 25, 2021, we classified certain assets as held for sale in our consolidated balance sheet, including inventory in our International segment and certain manufacturing equipment and land use rights across the globe.

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.

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

In October 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2021-08 to amend the accounting for contract assets and contract liabilities acquired in a business combination under Accounting Standards Codification (“ASC”) 805, *Business Combinations*.

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

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

The ASU will be effective beginning in the first quarter of 2023.

Early adoption is permitted, including in an interim period.

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

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.

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

The primary areas of accounting for the Hemmer Acquisition that are not yet finalized relate to the fair value of certain tangible net assets acquired, residual goodwill, and any related tax impact.

The fair values of these net assets acquired are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques.

While we believe that such preliminary estimates provide a reasonable basis for estimating the fair value of assets acquired and liabilities assumed, we will evaluate any additional information prior to finalization of the fair value.

During the measurement period, we will adjust preliminary valuations assigned to assets and liabilities if new information is obtained about facts and circumstances that existed as of the Hemmer Acquisition Date, that, if known, would have resulted in revised values for these items as of that date.

The impact of all changes, if any, that do not qualify as measurement period adjustments will be included in current period earnings.

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

(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.

| | | | Fair Value (in millions of dollars) | | | | | | Weighted Average Life (in years) | | |

We valued trademarks using the relief from royalty method and customer-related assets using the distributor method.

Some of the more significant assumptions inherent in developing the valuations included the estimated annual net cash flows for each definite-lived intangible asset (including net sales, cost of products sold, selling and marketing costs, and working capital/contributory asset charges), the discount rate that appropriately reflects the risk inherent in each future cash flow stream, the assessment of each asset’s life cycle, and competitive trends, as well as other factors.

(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 March 26, 2022.

We did not record any measurement period adjustments in the third quarter of 2022.

In the fourth quarter of 2022, we finalized the purchase accounting for the Just Spices Acquisition.

Following the measurement period adjustments made in the first quarter of 2022, the preliminary amount of goodwill was adjusted to $51 million as of March 26, 2022.

In the second and third quarters of 2022, we did not record any measurement period adjustments.

In the third quarter of 2022, we finalized the purchase accounting for the Assan Foods Acquisition.

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: 31, 2022.][added: 30, 2023.]

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as of December [removed: 31, 2022,] [added: 30, 2023,] 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: 31, 2022.][added: 30, 2023.]

We determined that there were no changes in our internal control over financial reporting during the quarter ended December [removed: 31, 2022] [added: 30, 2023] 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: 31, 2022] [added: 30, 2023] 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: 31, 2022.][added: 30, 2023.]

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: 31, 2022,] [added: 30, 2023,] as stated in their report which appears herein under Item 8, *Financial Statements and Supplementary Data*.

(b) Insider Stock Trading Arrangements:

None.

Not applicable.

Information required by this Item 10 is included under the caption “Information about our Executive Officers” contained in Item 1, *Business*, of this report and under the headings [removed: *Proposal 1.* *Election of Directors, Corporate Governance and Board Matters—Codes of Conduct*, *Beneficial] [added: *Our Board, Beneficial] Ownership of Kraft Heinz Stock—Delinquent Section 16(a) Reports*, [removed: *Board Committees and Membership—Committee Structure] [added: *Governance—Other Governance Policies] and [removed: Membership*,] [added: Practices*, *Governance—Committees of the Board*,] and *Other Information—Stockholder Proposals* in our definitive Proxy Statement for our Annual Meeting of Stockholders expected to be held on May [removed: 4, 2023 (“2023] [added: 2, 2024 (“2024] Proxy Statement”).

Information required by this Item 11 is included under the headings [removed: *Board Committees and Membership—Human Capital and Compensation Committee—Compensation Committee Interlocks and Insider Participation*,] [added: *Governance—Committees of the Board*,] *Director Compensation*, [removed: *Compensation] [added: and *Executive Compensation—Compensation] Discussion and Analysis*, *Executive [added: Compensation—Executive] Compensation Tables*, and [removed: *Pay] [added: *Executive Compensation—Pay] Ratio Disclosure* in our [removed: 2023] [added: 2024] 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: 31, 2022] [added: 30, 2023] 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: 2023] [added: 2024] Proxy Statement.

| Equity compensation plans approved by security holders | | | 20,600,842 | | | | | | $ | 46.87 | | | | | 17,651,474 | | |

| Total | | | 20,600,842 | | | | | | | | | | | | 17,651,474 | | |

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

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

Information required by this Item 13 is included under the headings [removed: *Corporate Governance and Board Matters—Independence*] [added: *Our Board*] and [removed: *Corporate] [added: *Governance—Other] Governance [added: Policies] and [removed: Board Matters—Related Person Transactions*] [added: Practices*] in our [removed: 2023] [added: 2024] Proxy Statement.

Information required by this Item 14 is included under the headings *Audit Matters—Independent Auditors’ Fees and Services* and *Audit Matters—Pre-Approval Policy* in our 2024 Proxy Statement.

Information required by this Item 14 is included under the headings *Proposal 3.

Ratification of the Selection of Independent Auditors—Independent Auditors’ Fees and Services* and *Proposal 3.

Ratification of the Selection of Independent Auditors—Pre-Approval Policy* in our 2023 Proxy Statement.

| [Report of Independent Registered Public Accounting [removed: Firm](#i22a191ec6f8a47c9b03d175e50bc8337_85)] [added: Firm](#id439cff6ef3449f1bf59c4d187721853_85)] (PCAOB ID 238) | | | [removed: [44](#i22a191ec6f8a47c9b03d175e50bc8337_85)] [added: [46](#id439cff6ef3449f1bf59c4d187721853_85)] | | |

| [Consolidated Statements of Income for the Years Ended December [removed: 31, 2022, December 25, 2021,] [added: 3](#id439cff6ef3449f1bf59c4d187721853_88)[0](#id439cff6ef3449f1bf59c4d187721853_88)[, 202](#id439cff6ef3449f1bf59c4d187721853_88)[3](#id439cff6ef3449f1bf59c4d187721853_88)[, December](#id439cff6ef3449f1bf59c4d187721853_88) [31](#id439cff6ef3449f1bf59c4d187721853_88)[, 202](#id439cff6ef3449f1bf59c4d187721853_88)[2](#id439cff6ef3449f1bf59c4d187721853_88)[,] and December [removed: 26, 2020](#i22a191ec6f8a47c9b03d175e50bc8337_88)] [added: 2](#id439cff6ef3449f1bf59c4d187721853_88)[5](#id439cff6ef3449f1bf59c4d187721853_88)[, 202](#id439cff6ef3449f1bf59c4d187721853_88)[1](#id439cff6ef3449f1bf59c4d187721853_88)] | | | [removed: [47](#i22a191ec6f8a47c9b03d175e50bc8337_88)] [added: [49](#id439cff6ef3449f1bf59c4d187721853_88)] | | |

| [Consolidated Statements of Comprehensive Income for the Years Ended December [removed: 31, 2022, December 25, 2021,] [added: 3](#id439cff6ef3449f1bf59c4d187721853_91)[0](#id439cff6ef3449f1bf59c4d187721853_91)[, 202](#id439cff6ef3449f1bf59c4d187721853_91)[3](#id439cff6ef3449f1bf59c4d187721853_91)[, December](#id439cff6ef3449f1bf59c4d187721853_91) [3](#id439cff6ef3449f1bf59c4d187721853_91)[1](#id439cff6ef3449f1bf59c4d187721853_91)[, 202](#id439cff6ef3449f1bf59c4d187721853_91)[2](#id439cff6ef3449f1bf59c4d187721853_91)[,] and [removed: December 26, 2020](#i22a191ec6f8a47c9b03d175e50bc8337_91)] [added: December](#id439cff6ef3449f1bf59c4d187721853_91) [25](#id439cff6ef3449f1bf59c4d187721853_91)[, 202](#id439cff6ef3449f1bf59c4d187721853_91)[1](#id439cff6ef3449f1bf59c4d187721853_91)] | | | [removed: [48](#i22a191ec6f8a47c9b03d175e50bc8337_91)] [added: [50](#id439cff6ef3449f1bf59c4d187721853_91)] | | |

| [Consolidated Balance Sheets at December [removed: 31, 2022 and December 25, 2021](#i22a191ec6f8a47c9b03d175e50bc8337_94)] [added: 3](#id439cff6ef3449f1bf59c4d187721853_94)[0](#id439cff6ef3449f1bf59c4d187721853_94)[, 202](#id439cff6ef3449f1bf59c4d187721853_94)[3](#id439cff6ef3449f1bf59c4d187721853_94) [and December](#id439cff6ef3449f1bf59c4d187721853_94) [31](#id439cff6ef3449f1bf59c4d187721853_94)[, 202](#id439cff6ef3449f1bf59c4d187721853_94)[2](#id439cff6ef3449f1bf59c4d187721853_94)] | | | [removed: [49](#i22a191ec6f8a47c9b03d175e50bc8337_94)] [added: [51](#id439cff6ef3449f1bf59c4d187721853_94)] | | |

| [Consolidated Statements of Equity for the Years Ended December [removed: 31, 2022, December 25, 2021,] [added: 3](#id439cff6ef3449f1bf59c4d187721853_97)[0](#id439cff6ef3449f1bf59c4d187721853_97)[, 202](#id439cff6ef3449f1bf59c4d187721853_97)[3](#id439cff6ef3449f1bf59c4d187721853_97)[, December](#id439cff6ef3449f1bf59c4d187721853_97) [31](#id439cff6ef3449f1bf59c4d187721853_97)[, 202](#id439cff6ef3449f1bf59c4d187721853_97)[2](#id439cff6ef3449f1bf59c4d187721853_97)[,] and December [removed: 26, 2020](#i22a191ec6f8a47c9b03d175e50bc8337_97)] [added: 2](#id439cff6ef3449f1bf59c4d187721853_97)[5](#id439cff6ef3449f1bf59c4d187721853_97)[, 202](#id439cff6ef3449f1bf59c4d187721853_97)[1](#id439cff6ef3449f1bf59c4d187721853_97)] | | | [removed: [50](#i22a191ec6f8a47c9b03d175e50bc8337_97)] [added: [52](#id439cff6ef3449f1bf59c4d187721853_97)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December [removed: 31, 2022, December 25, 2021,] [added: 3](#id439cff6ef3449f1bf59c4d187721853_100)[0](#id439cff6ef3449f1bf59c4d187721853_100)[, 202](#id439cff6ef3449f1bf59c4d187721853_100)[3](#id439cff6ef3449f1bf59c4d187721853_100)[, December](#id439cff6ef3449f1bf59c4d187721853_100) [31](#id439cff6ef3449f1bf59c4d187721853_100)[, 202](#id439cff6ef3449f1bf59c4d187721853_100)[2](#id439cff6ef3449f1bf59c4d187721853_100)[,] and December [removed: 26, 2020](#i22a191ec6f8a47c9b03d175e50bc8337_100)] [added: 2](#id439cff6ef3449f1bf59c4d187721853_100)[5](#id439cff6ef3449f1bf59c4d187721853_100)[, 202](#id439cff6ef3449f1bf59c4d187721853_100)[1](#id439cff6ef3449f1bf59c4d187721853_100)] | | | [removed: [51](#i22a191ec6f8a47c9b03d175e50bc8337_100)] [added: [53](#id439cff6ef3449f1bf59c4d187721853_100)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i22a191ec6f8a47c9b03d175e50bc8337_103)] [added: Statements](#id439cff6ef3449f1bf59c4d187721853_103)] | | | [removed: [52](#i22a191ec6f8a47c9b03d175e50bc8337_103)] [added: [54](#id439cff6ef3449f1bf59c4d187721853_103)] | | |

| [Financial Statement Schedule - Valuation and Qualifying Accounts for the Years Ended December [removed: 31, 2022, December 25, 2021,] [added: 3](#id439cff6ef3449f1bf59c4d187721853_211)[0](#id439cff6ef3449f1bf59c4d187721853_211)[, 202](#id439cff6ef3449f1bf59c4d187721853_211)[3](#id439cff6ef3449f1bf59c4d187721853_211)[, December](#id439cff6ef3449f1bf59c4d187721853_211) [31](#id439cff6ef3449f1bf59c4d187721853_211)[, 202](#id439cff6ef3449f1bf59c4d187721853_211)[2](#id439cff6ef3449f1bf59c4d187721853_211)[,] and December [removed: 26, 2020](#i22a191ec6f8a47c9b03d175e50bc8337_214)] [added: 2](#id439cff6ef3449f1bf59c4d187721853_211)[5](#id439cff6ef3449f1bf59c4d187721853_211)[, 202](#id439cff6ef3449f1bf59c4d187721853_211)[1](#id439cff6ef3449f1bf59c4d187721853_211)] | | | [removed: S-[1](#i22a191ec6f8a47c9b03d175e50bc8337_214)] [added: S-[1](#id439cff6ef3449f1bf59c4d187721853_211)] | | |

| 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](http://www.sec.gov/Archives/edgar/data/1637459/000119312515244356/d38420dex31.htm)[,] [added: 8-K,] 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 Company, effective November 3, 2022 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form [removed: 8-K](http://www.sec.gov/Archives/edgar/data/1637459/000163745922000196/ex31-byxlaws20221103.htm)[,] [added: 8-K,] filed on 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](http://www.sec.gov/Archives/edgar/data/1637459/000163745916000157/ex31kraftheinz-certificate.htm)[,] [added: 8-K,] 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](http://www.sec.gov/Archives/edgar/data/1637459/000119312515244356/d38420dex41.htm)[,] [added: 8-K,] 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](http://www.sec.gov/Archives/edgar/data/1637459/000119312515245660/d11353dex41.htm)[,] [added: 8-K,] 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](http://www.sec.gov/Archives/edgar/data/1637459/000119312515245660/d11353dex42.htm)[,] [added: 8-K,] 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](http://www.sec.gov/Archives/edgar/data/1637459/000119312515245660/d11353dex44.htm)[,] [added: 8-K,] 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](http://www.sec.gov/Archives/edgar/data/1637459/000119312515245660/d11353dex46.htm)[,] [added: 8-K,] filed on July 6, 2015).](http://www.sec.gov/Archives/edgar/data/1637459/000119312515245660/d11353dex46.htm) | | |

| 4.6 | | | | | | [Indenture, dated June 4, 2012, between Kraft Foods Group, Inc. and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 10.4 of Amendment No. 3 to Kraft Foods Group, Inc.’s Registration Statement on Form [removed: 10](http://www.sec.gov/Archives/edgar/data/1545158/000119312512278592/d317589dex104.htm)[,] [added: 10,] filed on June 21, 2012).](http://www.sec.gov/Archives/edgar/data/1545158/000119312512278592/d317589dex104.htm) | | |

| 4.7 | | | | | | [Supplemental Indenture No. 1, dated June 4, 2012, 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, Inc., Kraft Foods Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 10.5 of Amendment No. 3 to Kraft Foods Group, Inc.’s Registration Statement on Form [removed: 10](http://www.sec.gov/Archives/edgar/data/1545158/000119312512278592/d317589dex105.htm)[,] [added: 10,] filed on June 21, 2012).](http://www.sec.gov/Archives/edgar/data/1545158/000119312512278592/d317589dex105.htm) | | |

| 4.8 | | | | | | [Supplemental Indenture No. 2, dated July 18, 2012, relating to the 6.125% Senior Notes due 2018, 5.375% Senior Notes due 2020, 6.875% Senior Notes due 2039, and 6.500% Senior Notes due 2040, among Kraft Foods Group, Inc., Kraft Foods Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 10.27 of Amendment No. 5 to Kraft Foods Group, Inc.’s Registration Statement on Form [removed: 10](http://www.sec.gov/Archives/edgar/data/1545158/000119312512338059/d317589dex1027.htm)[,] [added: 10,] filed on August 6, 2012).](http://www.sec.gov/Archives/edgar/data/1545158/000119312512338059/d317589dex1027.htm) | | |

| 4.9 | | | | | | [Supplemental Indenture No. 3, dated July 2, 2015, among Kraft Foods Group, Inc., as issuer, Kite Merger Sub LLC, H.J. Heinz Holding Corporation, as parent guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.17 of the Company’s Current Report on Form [removed: 8-K](http://www.sec.gov/Archives/edgar/data/1637459/000119312515245660/d11353dex417.htm)[,] [added: 8-K,] filed on July 6, 2015).](http://www.sec.gov/Archives/edgar/data/1637459/000119312515245660/d11353dex417.htm) | | |

| 4.10 | | | | | | [Third Supplemental Indenture, dated July 2, 2015, relating to the 6.75% Debentures due 2032 and 7.125% Debentures due 2039, among H.J. Heinz Holding Corporation, H. J. Heinz Company, and The Bank of New York Mellon, as successor trustee to Bank One, National Association (incorporated by reference to Exhibit 4.18 of the Company’s Current Report on Form [removed: 8-K](http://www.sec.gov/Archives/edgar/data/1637459/000119312515245660/d11353dex418.htm)[,] [added: 8-K,] filed on July 6, 2015).](http://www.sec.gov/Archives/edgar/data/1637459/000119312515245660/d11353dex418.htm) | | |

| 4.11 | | | | | | [Third Supplemental Indenture, dated July 2, 2015, relating to the 6.375% Debentures due 2028, among H.J. Heinz Holding Corporation, H. J. Heinz Company, and The Bank of New York Mellon, as successor trustee to Bank One, National Association (incorporated by reference to Exhibit 4.19 of the Company’s Current Report on Form [removed: 8-K](http://www.sec.gov/Archives/edgar/data/1637459/000119312515245660/d11353dex419.htm)[,] [added: 8-K,] filed on July 6, 2015).](http://www.sec.gov/Archives/edgar/data/1637459/000119312515245660/d11353dex419.htm) | | |

| 4.12 | | | | | | [Indenture, dated July 6, 2001, among H. J. Heinz Finance Company, as issuer, H.J. Heinz Company, as guarantor, and Bank One, National Association, as trustee (incorporated herein by reference to Exhibit 4(c) of H. J. Heinz Company’s Annual Report on Form 10-K for the fiscal year ended May 1, [removed: 2002](http://www.sec.gov/Archives/edgar/data/46640/000095015202005732/j9491701exv4wc.txt)[,] [added: 2002,] filed on July 30, 2002).](http://www.sec.gov/Archives/edgar/data/46640/000095015202005732/j9491701exv4wc.txt) | | |

| 4.13 | | | | | | [Indenture, dated July 15, 2008, among H.J. Heinz Company and Union Bank of California, N.A., as trustee (incorporated herein by reference to Exhibit 4(d) of H. J. Heinz Company’s Annual Report on Form 10-K for the fiscal year ended April 29, [removed: 2009](http://www.sec.gov/Archives/edgar/data/46640/000095012309014732/l35859aexv4wd.htm)[,] [added: 2009,] filed on June 17, 2009).](http://www.sec.gov/Archives/edgar/data/46640/000095012309014732/l35859aexv4wd.htm) | | |

| 4.14 | | | | | | [First Supplemental Indenture, dated July 2, 2015, relating to the 2.00% Notes due September 2016, 1.50% Notes due March 2017, 3.125% Notes due September [removed: 2021](http://www.sec.gov/Archives/edgar/data/1637459/000163745921000009/exhibit414q42020.htm) [and] [added: 2021 and] 2.85% Notes due March 2022, among H.J. Heinz Holding Corporation, H. J. Heinz Company, and MUFG Union Bank, N.A., as trustee (incorporated by reference to Exhibit 4.14 to the Company's Annual Report on Form 10-K for the fiscal year ended December 26, [removed: 2020](http://www.sec.gov/Archives/edgar/data/1637459/000163745921000009/exhibit414q42020.htm)[,] [added: 2020,] filed on February 17, 2021).](http://www.sec.gov/Archives/edgar/data/1637459/000163745921000009/exhibit414q42020.htm) | | |

| 4.15 | | | | | | [Supplemental Indenture No. 4, dated November 11, 2015, relating to the 2.250% Notes due 2017, 6.125% Notes due 2018, 5.375% Notes due 2020, 3.500% Notes due 2022, 6.875% Notes due 2039, 6.500% Notes due 2040, and 5.000% Notes due 2042, between Kraft Heinz Foods Company and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.21 of the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, [removed: 2016](http://www.sec.gov/Archives/edgar/data/1637459/000163745916000100/khcex4211316.htm)[,] [added: 2016,] filed on March 3, 2016).](http://www.sec.gov/Archives/edgar/data/1637459/000163745916000100/khcex4211316.htm) | | |

| 4.16 | | | | | | [Indenture, dated July 15, 1992, between H. J. Heinz Company and The First National Bank of Chicago, as trustee (incorporated by reference to Exhibit 4(a) of H. J. Heinz Company’s Registration Statement on Form [removed: S-3](http://www.sec.gov/Archives/edgar/data/46640/0000950128-98-000631.txt)[,] [added: S-3,] filed on March 16, 1998).](http://www.sec.gov/Archives/edgar/data/46640/0000950128-98-000631.txt) | | |

| 4.17 | | | | | | [Fourth Supplemental Indenture, dated May 24, 2016, relating to the 3.000% Senior Notes due 2026 and 4.375% Senior Notes due 2046, among Kraft Heinz Foods Company, as issuer, The Kraft Heinz Company, as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form [removed: 8-K](http://www.sec.gov/Archives/edgar/data/1637459/000119312516602356/d102086dex41.htm)[,] [added: 8-K,] filed on May 25, 2016).](http://www.sec.gov/Archives/edgar/data/1637459/000119312516602356/d102086dex41.htm) | | |

| 4.19 | | | | | | [Fifth Supplemental Indenture, dated May 25, 2016, relating to the 1.500% Senior Notes due 2024 and 2.250% Senior Notes due 2028, among Kraft Heinz Foods Company, as issuer, The Kraft Heinz Company, as guarantor, and Deutsche Bank Trust Company Americas, as trustee, paying agent, security registrar, and transfer agent (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form [removed: 8-K](http://www.sec.gov/Archives/edgar/data/1637459/000119312516602356/d102086dex43.htm)[,] [added: 8-K,] filed on May 25, 2016).](http://www.sec.gov/Archives/edgar/data/1637459/000119312516602356/d102086dex43.htm) | | |

| 4.21 | | | | | | [Sixth Supplemental Indenture, dated August 10, 2017, relating to the Floating Rate Senior Notes due 2019, Floating Rate Senior Notes due 2021, and Floating Rate Senior Notes due 2022, among Kraft Heinz Foods Company, as issuer, The Kraft Heinz Company, as guarantor, and Deutsche Bank Trust Company Americas, as trustee, paying agent, security registrar, and calculation agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form [removed: 8-K](http://www.sec.gov/Archives/edgar/data/1637459/000119312517254534/d441122dex41.htm)[,] [added: 8-K,] filed on August 10, 2017).](http://www.sec.gov/Archives/edgar/data/1637459/000119312517254534/d441122dex41.htm) | | |

| 4.23 | | | | | | [Seventh Supplemental Indenture, dated June 15, 2018, relating to the 3.375% Senior Notes due 2021, 4.000% Senior Notes due 2023, and 4.625% Senior Notes due 2029, among Kraft Heinz Foods Company, as issuer, The Kraft Heinz Company, as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form [removed: 8-K](http://www.sec.gov/Archives/edgar/data/1637459/000119312518194609/d599149dex41.htm)[,] [added: 8-K,] filed on June 15, 2018).](http://www.sec.gov/Archives/edgar/data/1637459/000119312518194609/d599149dex41.htm) | | |

| [removed: 4.25] [added: 10.16] | | | | | | [removed: [Description] [added: [2018 Form] of [added: The] Kraft Heinz [removed: Securities registered under Section 12 of the Exchange Act] [added: Company 2016 Omnibus Incentive Plan Restricted Stock Unit Award Agreement, as amended and restated] (incorporated by reference to Exhibit [removed: 4.32 to] [added: 10.17 of] the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, [removed: 2018](http://www.sec.gov/Archives/edgar/data/1637459/000163745919000049/exhibit432.htm)[,] [added: 2018,] filed on June 7, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1637459/000163745919000049/exhibit432.htm)] [added: 2019).+](http://www.sec.gov/Archives/edgar/data/1637459/000163745919000049/exhibit1017.htm)] | | |

| 4.26 | | | | | | [Eighth Supplemental Indenture, dated September 25, 2019, relating to the 3.750% Senior Notes due 2030, 4.625% Senior Notes due 2039, and 4.875% Senior Notes due 2049, among Kraft Heinz Foods Company, as issuer, The Kraft Heinz Company, as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form [removed: 8-K](http://www.sec.gov/Archives/edgar/data/1637459/000119312519254776/d802405dex41.htm)[,] [added: 8-K,] filed on September 25, 2019).](http://www.sec.gov/Archives/edgar/data/1637459/000119312519254776/d802405dex41.htm) | | |

| 4.28 | | | | | | [Registration Rights Agreement, dated September 25, 2019, among Kraft Heinz Foods Company, The Kraft Heinz Company, as guarantor, and BofA Securities, Inc., Citigroup Global Markets Inc., and Wells Fargo Securities, LLC, as representatives of the other initial purchasers (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form [removed: 8-K](http://www.sec.gov/Archives/edgar/data/1637459/000119312519254776/d802405dex43.htm)[,] [added: 8-K,] filed on September 25, 2019).](http://www.sec.gov/Archives/edgar/data/1637459/000119312519254776/d802405dex43.htm) | | |

| 4.29 | | | | | | [Ninth Supplemental Indenture, dated May 18, 2020, relating to the 3.875% Senior Notes due 2027, 4.250% Senior Notes due 2031, and 5.500% Senior Notes due 2050, among Kraft Heinz Foods Company, as issuer, The Kraft Heinz Company, as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form [removed: 8-K](http://www.sec.gov/Archives/edgar/data/1637459/000119312520145126/d933016dex41.htm)[,] [added: 8-K,] filed on May 18, 2020).](http://www.sec.gov/Archives/edgar/data/1637459/000119312520145126/d933016dex41.htm) | | |

| 4.31 | | | | | | [Registration Rights Agreement, dated May 18, 2020, among Kraft Heinz Foods Company, The Kraft Heinz Company, as guarantor, and J.P. Morgan Securities LLC, as representative of the other initial purchasers (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form [removed: 8-K](http://www.sec.gov/Archives/edgar/data/1637459/000119312520145126/d933016dex43.htm)[,] [added: 8-K,] filed on May 18, 2020).](http://www.sec.gov/Archives/edgar/data/1637459/000119312520145126/d933016dex43.htm) | | |

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

| 10.2 | | | | | | [Kraft Foods Group, Inc. 2012 Performance Incentive Plan (incorporated by reference to Exhibit 4.3 of Kraft Foods Group, Inc.’s Registration Statement on Form [removed: S-8](http://www.sec.gov/Archives/edgar/data/1545158/000119312512389480/d404596dex43.htm)[,](http://www.sec.gov/Archives/edgar/data/1545158/000119312512389480/d404596dex43.htm) [filed] [added: S-8, filed] on September 12, 2012). +](http://www.sec.gov/Archives/edgar/data/1545158/000119312512389480/d404596dex43.htm) | | |

| 10.3 | | | | | | [Form of Kraft Foods Group, Inc. 2012 Performance Incentive Plan Global Stock Option Award Agreement (incorporated by reference to Exhibit 10.1 of Kraft Foods Group, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 29, [removed: 2014](http://www.sec.gov/Archives/edgar/data/1545158/000154515814000007/krft10-qq12014exx101.htm)[,] [added: 2014,] filed on May 2, 2014).+](http://www.sec.gov/Archives/edgar/data/1545158/000154515814000007/krft10-qq12014exx101.htm) | | |

| 10.4 | | | | | | [H.J. Heinz Holding Corporation 2013 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 of Amendment No. 4 to H.J. Heinz Holding Corporation’s Registration Statement on Form [removed: S-4](http://www.sec.gov/Archives/edgar/data/1637459/000119312515126301/d898418dex101.htm)[,] [added: S-4,] filed on May 29, 2015).+](http://www.sec.gov/Archives/edgar/data/1637459/000119312515126301/d898418dex101.htm) | | |

| 4.25 | | | | | | [Description of Kraft Heinz Securities registered under Section 12 of the Exchange Act](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit425-descriptionofse.htm)[.](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit425-descriptionofse.htm)[*](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit425-descriptionofse.htm) | | |

| 4.32 | | | | | | [Tenth Supplemental Indenture, dated May 10, 2023, relating to the €600,000,000 Floating Rate Senior Notes due 2025, among Kraft Heinz Foods Company, as issuer, The Kraft Heinz Company, as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on May 10, 2023).](http://www.sec.gov/Archives/edgar/data/46640/000119312523140706/d441621dex41.htm) | | |

| 4.33 | | | | | | [Form of €600,000,000 Floating Rate Senior Notes due 2025 (included in Exhibit 4.32).](http://www.sec.gov/Archives/edgar/data/46640/000119312523140706/d441621dex41.htm) | | |

| 10.7 | | | | | | [The Kraft Heinz Company Amended & Restated Deferred Compensation Plan for Non-Management Directors.+*](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit107-ardeferredcompe.htm) | | |

| 10.35 | | | | | | [2023 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.35 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed on February 16, 2023).+](http://www.sec.gov/Archives/edgar/data/1637459/000163745923000009/exhibit1035q42022.htm) | | |

| 10.36 | | | | | | [2023 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Performance Share Award Notice (incorporated by reference to Exhibit 10.36 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed on February 16, 2023).+](http://www.sec.gov/Archives/edgar/data/1637459/000163745923000009/exhibit1036q42022.htm) | | |

| 10.37 | | | | | | [2023 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.37 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed on February 16, 2023.+](http://www.sec.gov/Archives/edgar/data/1637459/000163745923000009/exhibit1037q42022.htm) | | |

| 10.38 | | | | | | [2023 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Matching Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.38 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed on February 16, 2023).+](http://www.sec.gov/Archives/edgar/data/1637459/000163745923000009/exhibit1038q42022.htm) | | |

| 10.40 | | | | | | [First Amendment, dated as of July 21, 2023, to the Credit Agreement dated as of July 8, 2022, among The Kraft Heinz Company, Kraft Heinz Foods Company, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on July 21, 2023).](http://www.sec.gov/Archives/edgar/data/1637459/000119312523191346/d517116dex101.htm) | | |

| 10.45 | | | | | | [2024 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Deferred Stock Award Agreement.+*](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit1045q42023deferreds.htm) | | |

| 97.1 | | | | | | [The Kraft Heinz Clawback Polic](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit971clawbackpolicy.htm)[y.*](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit971clawbackpolicy.htm) | | |

| | | | | | | | | |

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

| 10.7 | | | | | | [Kraft Foods Group, Inc. Deferred Compensation Plan for Non-Management Directors (incorporated by reference to Exhibit 4.3 of Kraft Foods Group, Inc.’s Registration Statement on Form S-8](http://www.sec.gov/Archives/edgar/data/1545158/000119312512389478/d404630dex43.htm)[,](http://www.sec.gov/Archives/edgar/data/1545158/000119312512389478/d404630dex43.htm) [filed on September 12, 2012).+](http://www.sec.gov/Archives/edgar/data/1545158/000119312512389478/d404630dex43.htm) | | |

| Date: | | | February [removed: 16, 2023] [added: 15, 2024] | | | | | | | | |

| Miguel Patricio | | | | | | [removed: (Principal Executive Officer)] | | | | | | | | |

| /s/ Andre Maciel | | | | | | Executive Vice President and Global Chief Financial Officer | | | | | | February [removed: 16, 2023] [added: 15, 2024] | | |

| /s/ Vince Garlati | | | | | | Vice President and Global Controller | | | | | | February [removed: 16, 2023] [added: 15, 2024] | | |

| * | | | | | | Vice Chair of the Board | | | | | | February [removed: 16, 2023] [added: 15, 2024] | | |

| * | | | | | | Lead Director | | | | | | February [removed: 16, 2023] [added: 15, 2024] | | |

| * | | | | | | Director | | | | | | February [removed: 16, 2023] [added: 15, 2024] | | |

For the Years Ended December [added: 30, 2023, December] 31, 2022, [removed: December 25, 2021,] and December [removed: 26, 2020][added: 25, 2021]

| Year ended December [removed: 26, 2020] [added: 30, 2023] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Allowances related to trade accounts receivable | | | $ | [removed: 33] [added: 46] | | | | | $ | [removed: 21] [added: (8)] | | | | | $ | — | | | | | $ | [removed: (6)] [added: —] | | | | | $ | [removed: 48] [added: 38] | |

| Allowances related to deferred taxes | | | [removed: 112] [added: 96] | | | | | | [removed: (3)] [added: 5] | | | | | | — | | | | | | [removed: (4)] [added: 1] | | | | | | [removed: 105] [added: 102] | | |