Kraft Heinz (KHC) 10-K risk factor changes: FY2024 vs FY2023

Additionally, the pricing actions we take have, in some instances, negatively impacted, and could continue to negatively impact, our market [removed: share.][added: share and require us to reduce, or further reduce, the prices of certain of our products.]

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

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

We must continue to offer products that appeal to [removed: consumer preferences,] [added: consumers,] including with respect to [added: their] health and [removed: wellness.][added: wellness preferences and changing consumption patterns, such as those potentially associated with weight-loss drugs.]

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

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

[removed: If we are unable to adjust to] developments in these changing landscapes, we may be disadvantaged in key channels and with certain consumers, which could materially and adversely affect our product sales, financial condition, and operating results.

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

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

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

Our processes and controls for reporting sustainability and other matters across our operations and supply chain are evolving along with multiple disparate standards for identifying, measuring, and reporting sustainability metrics, including sustainability-related disclosures that may be required by the SEC, European Union, and other foreign, federal, state, and local regulatory and legislative [removed: bodies,] [added: bodies (including, but not limited to, the European Union’s Corporate Sustainability Reporting Directive] and [added: Corporate Sustainability Due Diligence Directive and the state of California’s new climate change disclosure requirements), 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.

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 [added: expectations, or any divestiture may not be completed without disruption.]

Approximately 31% of our [removed: 2023] [added: 2024] net sales were generated outside of the United States.

Slow economic [removed: growth] [added: growth, inflation,] or high unemployment in the markets in which we operate could constrain consumer spending, and declining consumer purchasing power could adversely impact our profitability.

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

[removed: As of December 30, 2023, Berkshire Hathaway Inc. *(“*Berkshire] [added: (“*Berkshire] Hathaway”*)* owns approximately [removed: 26.7%] [added: 27.2%] of our common stock.

[removed: Three] [added: Two] members of our Board are officers and/or directors of Berkshire Hathaway or its affiliates.

As of December [removed: 30, 2023,] [added: 28, 2024,] we maintain [removed: 11] [added: 12] reporting units, [removed: seven] [added: eight] of which comprise our goodwill balance.

Reporting units and brands that have 20% or less excess fair value over carrying amount as of the [removed: 2023] [added: 2024] annual impairment test [removed: we] performed as of [removed: July 2, 2023] [added: June 30, 2024] have a heightened risk of future impairments if any assumptions, estimates, or market factors change in the future.

These assumptions and estimates include estimated future annual net cash [removed: flows,] [added: flows (including net sales, cost of products sold, SG&A, depreciation and amortization, working capital, and capital expenditures),] income tax [removed: considerations,] [added: rates,] discount rates, [added: long-term] growth rates, royalty rates, contributory asset charges, and other market factors.

Reporting units with 10% or less fair value over carrying [removed: amount] [added: amount, including reporting units that were impaired as part of the 2024 annual impairment test, resulting in zero excess fair value over carrying value,] had an aggregate goodwill carrying amount after impairment of [removed: $17.6] [added: $22.4] billion as of the [removed: 2023] [added: 2024] annual impairment test and included [removed: Taste, Meals,] [added: Taste Elevation, Ready Meals] and [added: Snacking (“TMS”),] Away from Home [removed: (“TMA”), Northern Europe, Continental Europe, and] [added: & Kraft Heinz Ingredients (“AFH”), Meat & Cheese (“MC”),] Canada and North America Coffee [removed: (“CNAC”).][added: (“CNAC”), and Continental Europe.]

[removed: Reporting] [added: Our Hydration & Desserts (“HD”) and Asia reporting] units [removed: with 10-20%] [added: had between 20-50%] fair value over carrying amount [removed: had] [added: with] an aggregate goodwill carrying amount of [removed: $12.5] [added: $4.6] billion as of the [removed: 2023] [added: 2024] annual impairment [removed: test and included Fresh, Beverages, and Desserts (“FBD”) and Latin America (“LATAM”).][added: test.]

Our [removed: Asia] [added: Northern Europe] reporting unit had [removed: between 20-50%] [added: 10-20%] fair value over carrying amount with an aggregate goodwill carrying amount of [removed: $309 million] [added: $1.7 billion] as of the [removed: 2023] [added: 2024] annual impairment test.

Our reporting units that have less than 5% excess fair value over carrying amount as of the [removed: 2023] [added: 2024] annual impairment test are considered at a heightened risk of future impairments and include our [removed: TMA,] [added: TMS,] Continental Europe, and [removed: CNAC] [added: AFH] reporting units, which had an aggregate goodwill carrying amount of [removed: $15.9] [added: $19.0] billion.

Our four remaining reporting units had no goodwill carrying amount at the time of the [removed: 2023] [added: 2024] annual impairment test.

The aggregate carrying amount of brands with fair value over carrying amount between 20-50% was [removed: $4.2] [added: $2.8] billion as of the [removed: 2023 annual impairment test.][added: latest test for each brand.]

Although the remaining brands, with a carrying amount of [removed: $15.7] [added: $16.9] billion, have more than 50% excess fair value over carrying amount as of the [removed: 2023 annual impairment test,] [added: latest test for each brand,] these amounts are also susceptible to impairments if any assumptions, estimates, or market factors significantly change in the future.

Our brands that have less than 5% excess fair value over carrying amount as of the [removed: 2023 annual impairment] [added: latest] test [added: for each brand] are considered at a heightened risk of future impairments and include our [removed: *Kraft*, *Velveeta*, *Maxwell House*, *Cool Whip*,] [added: *Oscar Mayer, Lunchables, Claussen,*] and [removed: *Jet Puffed*] [added: *Wattie’s*] brands, which had an aggregate carrying amount of [removed: $13.5] [added: $2.6] billion.

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: Brazilian real,] Australian dollar, [added: Brazilian real,] Chinese renminbi, Indonesian rupiah, New Zealand dollar, and Russian ruble.

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

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

[removed: 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 [removed: conflicts][added: conflicts, 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.]

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

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

Various laws and regulations govern our practices including, but not limited to, those related to advertising and marketing, product claims and labeling, food [removed: production,] [added: production and nutritional requirements,] environmental matters (including climate change), 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, forced labor, such as the UFLPA, and tax.

In addition, claims about the health impacts of consumption of our products, or ingredients, components, or substances [added: present or allegedly present in those products or packaging, including in connection with the development, manufacture, and marketing of our products, have resulted in, and could in the future result]

As of December [removed: 30, 2023,] [added: 28, 2024,] registrable shares represented approximately [removed: 26.7%] [added: 27.2%] of all outstanding shares of our common stock.

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

[added: 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.

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: 30, 2023,] [added: 28, 2024,] the military conflict between Russia and Ukraine has caused, and could continue to cause, negative impacts on our business and the global economy.

Some of the factors, events, and contingencies discussed below may have occurred in the past, and the disclosures below are not representations as to whether or not the factors, events or contingencies have occurred in the past, but are provided because future occurrences of such factors, events, or contingencies could have a material adverse effect.

Furthermore, our competitors may attempt to gain market share by offering products at prices at or below those typically offered by our company, which may require us to increase spending on advertising and promotions and/or reduce prices.

Our products are sold in highly competitive marketplaces, including e-commerce retailers, large-format retailers, and discounters.

Further, changing consumer preferences relating to the healthiness or desirability of ingredients, components, or substances present or allegedly present in our products or packaging could negatively impact our product sales, financial condition, and operating results if we are unsuccessful in our efforts to satisfy consumer preferences.

The retail landscape has experienced, and may continue to experience, the consolidation of ownership of retailers and the presence of buying groups resulting in increased purchasing power.

If we are unable to adjust to

Even if we make changes to align ourselves with such legal or regulatory

Concurrently, there also exists “anti-ESG” sentiments among certain stakeholders, and we may face negative publicity, lawsuits, and other adverse impacts to our business from these stakeholders in response to our sustainability initiatives.

As of December 28, 2024, Berkshire Hathaway In*c.

Our indefinite-lived brands with 10% or less fair value over carrying amount, comprised entirely of brands that were impaired within 2024, resulting in zero excess fair value over carrying amount, had an aggregate carrying amount of $2.6 billion as of the latest test for each brand and included *Oscar Mayer, Lunchables, Claussen*, and *Wattie’s.* Brands with 10-20% fair value over carrying amount had an aggregate carrying amount of $14.2 billion as of the latest test for each brand and included *Kraft,* *Velveeta, A1, and Bagel Bites*.

Prices

In 2024, we experienced moderate inflation in our supply chain costs compared to the prior year period, which we expect to continue through 2025.

While inflationary pressures within procurement, manufacturing, and logistics costs had a negative impact on our results of operations, we experienced increased stability of these costs as compared to the prior year period.

in, us being subject to regulations, fines, lawsuits, or taxes, or may cause us to change the way in which we operate which could adversely impact our profitability, financial condition, or operating results.

December 28, 2024, we had remaining authorization under the share repurchase program of approximately $1.9 billion.

or to acquire any specific number of shares.

We may not have the

Additionally, it may take considerable time for us to investigate and evaluate the full impact of incidents, particularly for sophisticated attacks.

These factors may inhibit our ability to provide prompt, full, and reliable information about the incident to our customers, partners, regulators, and the public.

Federal, state, and local governments and administrative bodies within the United States, which represents the

As the legislation becomes effective in countries in which we do business, our taxes could increase and negatively impact our provision for income taxes.

See *Overview* in Item 7, *Management’s Discussion and Analysis of Financial Condition and Results of Operations*, for a discussion of our estimated cash tax rate impact on results of operations.

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.

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

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

After the 2023 annual impairment test and after reclassifying two indefinite-lived intangible asset brands to definite-lived trademarks, our indefinite-lived brands with 10% or less fair value over carrying amount had an aggregate carrying amount of $16.2 billion as of the 2023 annual impairment test and included *Kraft*, *Oscar Mayer*, *Velveeta*, *Maxwell House*, *Cool Whip*, and *Jet 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 included *Miracle Whip and* *Ore-Ida*.

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

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

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

present or allegedly present in those products or packaging, have resulted in, and could in the future result in, us being subject to regulations, fines, lawsuits, or taxes that could adversely impact our business.

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

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.

We continue to observe a competitive labor market.

The proposals aim to ensure a fairer distribution of profits among countries and impose a floor on tax competition through the introduction of a

global minimum tax.

It is not currently possible to accurately determine the potential comprehensive impact of these or future changes, but these changes could have a material impact on our effective tax rate, financial condition, and business.

See below for discussion and analysis of our financial condition and results of operations for [added: 2024 compared to] 2023 [added: and for 2023] compared to 2022.

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

[removed: We expect to divide] [added: In the first quarter of 2024, we divided] 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”) — [removed: in order] to enable enhanced focus on the different strategies required for each of these regions as part of our long-term strategic plan.

[removed: As a result of these changes, we expect to] [added: We] have two reportable [removed: segments:] [added: segments defined by geographic region:] North America and International Developed Markets.

[removed: We anticipate that our] [added: Our] remaining operating segments, consisting of WEEM and AEM, [removed: will be] [added: are] combined and disclosed as Emerging Markets.

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

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

Our [added: 2024 fiscal year was a 52-week period that ended on December 28, 2024, our] 2023 fiscal year was a 52-week period that ended on December 30, [removed: 2023.][added: 2023, and our 2022 fiscal year was a 53-week period that ended on December 31, 2022.]

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

| | | | December [added: 28, 2024 | | | | | | December] 30, 2023 | | | | | | [added: % Change | | | | | |] December [added: 30, 2023 | | | | | | December] 31, 2022 | | | | | | % Change | | |

| | | | (in millions, except per share data) | | | | | | | | | | | | | | | [added: | | | (in millions, except per share data) | | | | | | | | | | | | | | |]

| Net sales | | | $ | [added: 25,846 | | | | | $ |] 26,640 | | | | | [added: (3.0) | | % | | | |] $ | [added: 26,640 | | | | | $ |] 26,485 | | | | | 0.6 | | % |

| Operating income/(loss) | | | [added: 1,683 | | | | | |] 4,572 | | | | | | [added: (63.2) | | % | | | | 4,572 | | | | | |] 3,634 | | | | | | 25.8 | | % |

| Net income/(loss) | | | [added: 2,746 | | | | | |] 2,846 | | | | | | [added: (3.5) | | % | | | | 2,846 | | | | | |] 2,368 | | | | | | 20.2 | | % |

| Net income/(loss) attributable to common shareholders | | | [added: 2,744 | | | | | |] 2,855 | | | | | | [added: (3.9) | | % | | | | 2,855 | | | | | |] 2,363 | | | | | | 20.8 | | % |

| Diluted EPS | | | [added: 2.26 | | | | | |] 2.31 | | | | | | [added: (2.2) | | % | | | | 2.31 | | | | | |] 1.91 | | | | | | 20.9 | | % |

| | | | (in millions) | | | | | | | | | | | | | | | [added: | | | (in millions) | | | | | | | | | | | | | | |]

| Organic Net Sales(a) | | | [added: 25,949 | | | | | | 26,496 | | | | | | (2.1) | | % | | | |] 26,774 | | | | | | 25,889 | | | | | | 3.4 | | % |

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

| Operating income/(loss) | | | $ | [added: 1,683 | | | | | $ |] 4,572 | | | | | [added: (63.2) | | % | | | |] $ | [added: 4,572 | | | | | $ |] 3,634 | | | | | 25.8 | | % |

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

Operating income/(loss) increased 25.8% to $4.6 billion in 2023 compared to $3.6 billion in 2022, primarily driven by higher pricing, [added: the beneficial impact from our] efficiency [removed: gains,] [added: initiatives,] lower non-cash impairment losses in the current year [removed: period,] [added: period ($251 million),] and the impact of the securities class action lawsuit in the prior year period.

These [added: favorable] impacts [removed: more than] [added: to operating income/(loss) were partially] offset [added: by] higher commodity costs, including the impact of realized and unrealized gains and losses on commodity [removed: hedges;] [added: hedges,] higher supply chain costs, reflecting inflationary pressure in manufacturing and procurement [removed: costs;] [added: costs,] unfavorable [removed: volume/mix;] [added: volume/mix,] increased [removed: selling, general and administrative expenses (“SG&A”), particularly] [added: SG&A primarily for] advertising [removed: expenses;] [added: expenses,] and the decrease from lapping a 53rd week of shipments in the prior period.

This change was primarily driven by [removed: a $67] [added: $202] million [removed: net pension and postretirement non-service costs] [added: of unfavorable changes] in [removed: 2023 compared to a $135 million] net pension and postretirement non-service [removed: benefit in 2022 due] [added: cost/(benefit) due,] in [removed: part] [added: part,] to the settlement of one of our U.K. defined benefit pension plans, which resulted in pre-tax losses of $162 [removed: million.][added: million in 2023.]

Adjusted [removed: EBITDA] [added: Operating Income] increased [removed: 5.1%] [added: 6.2%] to [removed: $6.3] [added: $5.3] billion in 2023 compared to [removed: $6.0] [added: $5.0] billion in 2022, primarily due to higher pricing and [added: the beneficial impact from our] efficiency [removed: gains,] [added: initiatives,] 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 manufacturing, procurement, and logistics; unfavorable volume/mix; increased SG&A, [removed: particularly in] [added: primarily] advertising expenses; the decrease from lapping a 53rd week of shipments in the prior period [removed: (2.1] [added: (2.2] pp); and the unfavorable impact of foreign currency [removed: (0.9] [added: (1.2] pp).

| Diluted EPS | | | $ | [added: 2.26 | | | | | $ |] 2.31 | | | | | [added: (2.2) | | % | | | |] $ | [added: 2.31 | | | | | $ |] 1.91 | | | | | 20.9 | | % |

| Adjusted EPS(a) | | | [added: 3.06 | | | | | |] 2.98 | | | | | | [added: 2.7 | | % | | | | 2.98 | | | | | |] 2.78 | | | | | | 7.2 | | % |

Adjusted EPS increased 7.2% to $2.98 in 2023 compared to $2.78 in [removed: 2022] [added: 2022,] primarily driven by higher Adjusted [removed: EBITDA] [added: Operating Income] and lower interest expense, which more than offset the decrease from lapping a 53rd week of shipments in the prior period, unfavorable changes in other expense/(income), and higher taxes on adjusted earnings.

Management evaluates segment performance based on several factors, including net sales, Organic Net Sales, and Segment Adjusted [removed: EBITDA.][added: Operating Income.]

Segment Adjusted [removed: EBITDA] [added: Operating Income] is defined as [removed: net] [added: operating] income/(loss) [removed: from continuing operations before interest expense, other expense/(income), provision for/(benefit from) income taxes, and depreciation and amortization (excluding restructuring activities); in addition to these adjustments, we exclude,] [added: excluding,] when they occur, the impacts of [removed: divestiture-related license income,] restructuring activities, deal costs, unrealized gains/(losses) on commodity hedges (the unrealized gains and losses are recorded in general corporate expenses until realized; once realized, the gains and losses are recorded in the applicable segment’s operating results), impairment losses, [added: and] certain non-ordinary course legal and regulatory [removed: matters, and equity award compensation expense (excluding restructuring activities).][added: matters.]

Segment Adjusted [removed: EBITDA] [added: Operating Income] is a [removed: tool] [added: financial measure] that can assist management and investors in comparing our performance on a consistent basis by removing the impact of certain items that management believes do not directly reflect our underlying operations.

Management also uses Segment Adjusted [removed: EBITDA] [added: Operating Income] to allocate resources.

We apply highly inflationary accounting to the results of our subsidiaries in Venezuela, Argentina, [removed: and] Turkey, [added: Egypt, and Nigeria,] which are all in [removed: our International segment.][added: Emerging Markets.]

| | | | December [added: 28, 2024 | | | | | | December] 30, 2023 | | | | | | December 31, 2022 | | |

| | | | (in millions) | | | | | | | | | [added: | | | | | | | | | (in millions) | | | | | | | | | | | | | | |]

| Net sales: | | | | | | | | | | | | [added: | | | | | |]

| North America | | | $ | [added: 19,543 | | | | | $ |] 20,126 | | | | | $ | 20,340 | |

| Total net sales | | | $ | [added: 25,846 | | | | | $ |] 26,640 | | | | | $ | 26,485 | |

| | | | [added: 2024 Compared to 2023 | | | | | | | | | | | |] 2023 Compared to 2022 | | | | | | | | |

| Organic Net Sales(a): | | | | | | | | | | | | [added: | | | | | | | | | | | |]

We manufacture and market food and beverage products around the world through our eight consumer-driven product platforms: Taste Elevation, Easy Ready Meals, Hydration, Meats, Cheeses, Substantial Snacking, Desserts, Coffee, and other grocery products.

Subsequently, we manage our operating results through four operating segments.

Our results of operations reflect goodwill impairment losses of $1.6 billion and intangible asset impairment losses of $2.0 billion in 2024.

We recognized goodwill impairment losses of $510 million and intangible asset impairment losses of $152 million in 2023.

In 2024, we closed the sale of our infant nutrition business in Russia (the “Russia Infant Transaction”) and the sale of 100% of the equity interests in our Papua New Guinea subsidiary (the “Papua New Guinea Transaction”), both within Emerging Markets.

In 2022, we completed the Hemmer Acquisition within Emerging Markets, and the Just Spices Acquisition within our International Developed Markets segment.

See Note 4, Acquisitions and Divestitures, in Item 8, *Financial Statements and Supplementary Data*, for additional information on our acquisition and divestiture activities.

During the year ended December 28, 2024, we experienced moderate inflation in our supply chain costs compared to the prior year period, which we expect to continue through 2025.

While inflationary pressures within procurement, manufacturing, and logistics costs had a negative impact on our results of operations, we experienced increased stability of these costs as compared to the prior year period.

The Organization for Economic Co-operation and Development (OECD), a global coalition of member countries, proposed a two-pillar plan that aims to ensure a fairer distribution of profits among countries and impose a floor on tax competition through the introduction of a global minimum tax of 15%.

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

As part of our planning for the changes in the international tax environment, as well as to achieve greater operational synergies, we have enacted changes to our corporate entity structure which included a transfer of, and will result in the movement of, certain business operations to a wholly-owned subsidiary in the Netherlands resulting in a tax benefit of $3.0 billion recorded as a non-U.S. deferred tax asset in December 2024.

The deferred tax asset was recognized as a result of the book and tax basis difference on the business transferred to the Netherlands subsidiary with the tax basis determined by reference to the fair value of the business.

The determination of the estimated fair value of the transferred business is complex and requires the exercise of substantial judgment due to the use of subjective assumptions in the valuation method used by management.

The associated valuation allowance of $0.6 billion is related to uncertainty in the Pillar Two legislative interpretation and is based on our latest assessment of the total tax benefit that is more likely than not to be realized.

The recognition of our future tax benefits associated with this transaction is dependent upon the acceptance of the business valuation and tax basis step-up by the associated taxing authorities.

The legislative developments in conjunction with changes we made to our corporate entity structure are estimated to increase our cash tax rate by 2.0% to 3.0% and our effective tax rate by approximately 5.0%.

The estimated rates could be impacted by the outcome of examinations by taxing authorities and future legislative developments.

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

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

| | | | December 28, 2024 | | | | | | December 30, 2023 | | | | | | % Change | | | | | | December 30, 2023 | | | | | | December 31, 2022 | | | | | | % Change | | |

| Net sales | | | $ | 25,846 | | | | | $ | 26,640 | | | | | (3.0) | | % | | | | $ | 26,640 | | | | | $ | 26,485 | | | | | 0.6 | | % |

*Fiscal* *Year 2024 Compared to Fiscal Year 2023:*

Net sales decreased 3.0% to $25.8 billion in 2024 compared to $26.6 billion in 2023, including the unfavorable impacts of foreign currency (0.7 pp) and acquisitions and divestitures (0.2 pp).

Organic Net Sales decreased 2.1% to $25.9 billion in 2024 compared to $26.5 billion in 2023, primarily due to the unfavorable volume/mix (3.5 pp), which more than offset higher pricing (1.4 pp).

Pricing was higher in North America and Emerging Markets, and flat in International Developed Markets.

Volume/mix in North America and International Developed Markets was unfavorable, while volume/mix in Emerging Markets was favorable.

Pricing was higher in all segments.

Volume/mix in North America and International Developed Markets was unfavorable, while volume/mix in Emerging Markets was favorable.

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

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

| | | | December 28, 2024 | | | | | | December 30, 2023 | | | | | | % Change | | | | | | December 30, 2023 | | | | | | December 31, 2022 | | | | | | % Change | | |

| Net income/(loss) attributable to common shareholders | | | 2,744 | | | | | | 2,855 | | | | | | (3.9) | | % | | | | 2,855 | | | | | | 2,363 | | | | | | 20.8 | | % |

| Adjusted Operating Income(a) | | | 5,360 | | | | | | 5,297 | | | | | | 1.2 | | % | | | | 5,297 | | | | | | 4,989 | | | | | | 6.2 | | % |

(a) Adjusted Operating Income is a non-GAAP financial measure.

*Fiscal* *Year 2024 Compared to Fiscal Year 2023:*

Operating income/(loss) decreased 63.2% to $1.7 billion in 2024 compared to $4.6 billion in 2023, due to non-cash impairment losses that were $3.0 billion higher in the current year period.

The remaining change to operating income/(loss) was an increase of $118 million primarily driven by higher pricing, lower variable compensation expense, and lower procurement and logistics costs, due, in part, to the beneficial impact from our efficiency initiatives.

These favorable impacts to operating income/(loss) were partially offset by unfavorable volume/mix, increased manufacturing expenses due to increased labor costs, and increased selling, general and administrative expenses (“SG&A”) due, in part, to investments in technology.

Net income/(loss) decreased 3.5% to $2.7 billion in 2024 compared to $2.8 billion in 2023.

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 31, 2022 for a detailed discussion of our financial condition and results of operations for 2022 compared to 2021.

We manufacture and market food and beverage products, including condiments and sauces, cheese and dairy, meals, meats, refreshment beverages, coffee, and other grocery products throughout the world.

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

Conflict Between Russia and Ukraine:

For the years ended December 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.

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.

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

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

Our 2022 fiscal year was a 53-week period that ended on December 31, 2022.

During the year ended December 30, 2023, we experienced increased supply chain costs, including procurement, and manufacturing costs, largely due to inflationary pressures concentrated in the first half of the year, as compared to the prior year period.

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

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

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

| Adjusted EBITDA(a) | | | 6,307 | | | | | | 6,003 | | | | | | 5.1 | | % |

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”).

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

This impact was partially offset by the impact of certain unfavorable items, primarily non-deductible goodwill impairments, the impact of the federal tax on GILTI, and the establishment of uncertain tax positions and valuation allowance reserves.

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.

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

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

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

| International | | | 6,514 | | | | | | 6,145 | | |

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

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

Adjusted EBITDA:

| International | | | 1,094 | | | | | | 1,017 | | |

| General corporate expenses | | | (390) | | | | | | (298) | | |

| Depreciation and amortization (excluding restructuring activities) | | | (923) | | | | | | (922) | | |

| Divestiture-related license income | | | 54 | | | | | | 56 | | |

| Equity award compensation expense | | | (141) | | | | | | (148) | | |

| Segment Adjusted EBITDA | | | 5,603 | | | | | | 5,284 | | | | | | 6.0 | | % |

International:

| Net sales | | | $ | 6,514 | | | | | $ | 6,145 | | | | | 6.0 | | % |

| Organic Net Sales(a) | | | 6,583 | | | | | | 5,906 | | | | | | 11.5 | | % |

| Segment Adjusted EBITDA | | | 1,094 | | | | | | 1,017 | | | | | | 7.6 | | % |

In the fourth quarter of 2021, we closed on our transaction with a third party, an affiliate of Groupe Lactalis, to sell certain assets in our global cheese business, as well as to license certain trademarks (the “Cheese Transaction”).

In connection with the Cheese Transaction, we paid approximately $620 million of cash taxes in the second quarter of 2022, primarily to U.S. federal and state tax authorities.

We have no economic interest in a supplier’s decision to enter into these agreements and no direct financial relationship with the financial institutions related to these programs.

| | | | December [removed: 30, 2023] [added: 28, 2024] | | | | | | December [removed: 31, 2022] [added: 30, 2023] | | |

| Commodity contracts | | | $ | [removed: 77] [added: 81] | | | | | $ | [removed: 94] [added: 77] | |

| Foreign currency contracts | | | [removed: 37] [added: 165] | | | | | | [removed: 71] [added: 37] | | |

| Cross-currency swap contracts | | | [removed: 115] [added: 71] | | | | | | [removed: 211] [added: 115] | | |

Based on our current variable rate debt balance as of December [removed: 30, 2023,] [added: 28, 2024,] a hypothetical 1% increase in EURIBOR would have an insignificant impact on our annual interest expense.

With [removed: 2023] [added: 2024] net sales of approximately [removed: $27] [added: $26] billion, we are committed to growing our iconic and emerging food and beverage brands on a global scale.

We leverage our scale and agility to unleash the full power of Kraft Heinz across a portfolio of [removed: six] [added: eight] consumer-driven product platforms.

Our [removed: 2023] [added: 2024] fiscal year was a 52-week period that ended on December [removed: 30, 2023,] [added: 28, 2024,] 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,] and 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.]

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

[removed: We expect to divide] [added: Reportable Segments: In the first quarter of 2024, we divided] 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”) — [removed: in order] to enable enhanced focus on the different strategies required for each of these regions as part of our long-term strategic plan.

[removed: We anticipate that our] [added: Our] remaining operating segments, consisting of WEEM and AEM, [removed: will be] [added: are] combined and disclosed as Emerging Markets.

Significant trademarks by segment based on net sales in [removed: 2023] [added: 2024] were:

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

In [removed: 2023,] [added: 2024,] brands used under licenses from third parties included *Capri Sun* packaged drink pouches for sale in our North America segment.

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

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

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

For commodities that we use across many of our product [removed: categories, such as corrugated paper and energy,] [added: categories] we coordinate sourcing requirements and centralize procurement to leverage our scale.

We source these commodities from a variety of providers, [removed: including] [added: ranging from] large, international producers [removed: and] [added: to] smaller, local, independent sellers.

- continuous process, product, and supply chain [removed: optimization.][added: optimization and productivity initiatives.]

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

Improving our market position or introducing new products requires substantial [removed: advertising] [added: advertising, promotional,] and [removed: promotional] [added: research and development] expenditures.

In [removed: 2023,] [added: 2024,] the five largest customers in our North America segment accounted for approximately 46% of North America segment net [removed: sales and] [added: sales,] the five largest customers in our International [added: Developed Markets] segment accounted for approximately [removed: 14%] [added: 28%] of International [removed: segment] [added: Developed Markets] net [added: sales, and the five largest customers in Emerging Markets accounted for approximately 12% of Emerging Markets net] sales.

Our largest customer, Walmart Inc., represented approximately 21% of our net sales in [removed: 2023 and 2022,] [added: 2024, 2023,] and [removed: approximately 22% of our net sales in 2021.][added: 2022.]

Both of our [added: reportable] segments have sales to Walmart Inc.

As of December [removed: 30, 2023,] [added: 28, 2024,] we manage our sales portfolio through [removed: six] [added: eight] consumer-driven product platforms.

A platform is a lens created for the portfolio based on a grouping of [removed: real] consumer needs and includes the following for Kraft Heinz: Taste Elevation, [removed: Fast Fresh Meals,] Easy [removed: Meals Made Better, Real Food] [added: Ready Meals, Substantial] Snacking, [removed: Flavorful] [added: Desserts,] Hydration, [added: Cheese, Coffee] and [removed: Easy Indulgent Desserts.][added: Meats.]

Further, each platform is assigned a role within our business to help inform our resource allocation and investment decisions, which are made at the [removed: reportable] [added: operating] segment level.

These roles [removed: include: Grow, Energize,] [added: include Accelerate, Protect,] and [removed: Stabilize.][added: Balance.]

| | | | December [removed: 30, 2023] [added: 28, 2024] | | | | | | December [removed: 31, 2022] [added: 30, 2023] | | | | | | December [removed: 25, 2021] [added: 31, 2022] | | |

| Taste Elevation | | | [removed: 34] [added: 44] | | % | | | | [removed: 31] [added: 44] | | % | | | | [removed: 28] [added: 41] | | % |

| Easy [added: Ready] Meals [removed: Made Better] | | | [removed: 20] [added: 18] | | % | | | | [removed: 20] [added: 18] | | % | | | | 19 | | % |

| [removed: Flavorful] Hydration | | | [removed: 7] [added: 9] | | % | | | | [removed: 8] [added: 9] | | % | | | | [removed: 7] [added: 9] | | % |

| Other | | | [removed: 8] [added: 2] | | % | | | | [removed: 9] [added: 2] | | % | | | | [removed: 10] [added: 2] | | % |

As of December [removed: 30, 2023,] [added: 28, 2024,] we had accrued an amount we deemed appropriate for environmental remediation.

[removed: Our Purpose, Vision, and Values are] [added: Those elements represent] the foundation upon which our culture is built.

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

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

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

As of December [removed: 30, 2023,] [added: 28, 2024,] Kraft Heinz had approximately 36,000 employees globally.

Driven by our Value *We champion great people*, we support our employees’ health, safety, and professional development and reward outstanding [added: and differentiated] performance at every level.

LiveWell represents our total rewards offerings that are designed to attract and engage highly skilled [added: and performance-oriented] talent, meet individual and family needs, and inspire, celebrate, and engage our people and teams through enhanced interactions in moments that matter in an environment where employees feel productive, trusted, and empowered.

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

Our TRIR globally was [removed: 0.53] [added: 0.39] in [removed: 2023] [added: 2024] and [removed: 2022.][added: 0.53 in 2023.]

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

Subsequently, we manage our operating results through four operating segments.

| Emerging Markets(a) | | | | | | *Heinz, ABC, Master, Quero, Kraft, Pudliszki* | | |

| | | | | | | | | |

(a) Emerging Markets represents the aggregation of our WEEM and AEM operating segments.

In 2024, we experienced moderate inflation in our supply chain costs compared to the prior year period, which we expect to continue through 2025.

While inflationary pressures within procurement, manufacturing, and logistics costs had a negative impact on our results of operations, we experienced increased stability of these costs as compared to the prior year period.

In the first quarter of 2024, we changed the way we manage our product portfolio to align with our future growth strategy.

Taste Elevation includes condiments, sauces, dressings, and spreads.

Easy Ready Meals includes Kraft Mac & Cheese varieties, frozen potato products, and other frozen meals.

Substantial Snacking includes Lunchables meal kits, frozen snacks, and pickles.

Desserts includes dry packaged desserts, refrigerated ready to eat desserts, and other dessert toppings.

Hydration includes ready to drink beverages, powdered beverages, and liquid concentrates.

Cheese includes American sliced and recipe cheeses.

Coffee includes mainstream coffee, coffee pods, and premium coffee.

Meats includes cold cuts, bacon, and hot dogs.

| ACCELERATE | | | | | | | | | | | | | | | | | |

| Substantial Snacking | | | 5 | | % | | | | 5 | | % | | | | 6 | | % |

| PROTECT | | | | | | | | | | | | | | | | | |

| Desserts | | | 4 | | % | | | | 4 | | % | | | | 4 | | % |

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

| BALANCE | | | | | | | | | | | | | | | | | |

| Cheese | | | 7 | | % | | | | 7 | | % | | | | 7 | | % |

| Coffee | | | 3 | | % | | | | 3 | | % | | | | 3 | | % |

| Meats | | | 8 | | % | | | | 8 | | % | | | | 9 | | % |

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

We are driven by our Purpose– *Let’s make life delicious*, our Company Dream—*To be the leader in elevating and creating food that makes you feel good,* and our Values and Leadership Principles.

We recognize that our ownership-centric culture is vital to our overall success and a key competitive advantage.

We drive growth through high accountability, development and career opportunities, empowerment, and autonomy.

Engagement:

Our November 2024 survey showed that we hit an all-time high for employee engagement since the 2015 Merger and achieved our aspiration to rank in the top-quartile on the Inclusion Index, which measures employees feeling like their opinions count, belonging and inclusive leadership.

We believe our culture is the secret sauce that sets us apart and drives our success.

It is the key ingredient that unites us as a Community of Owners, fosters a sense of belonging, and inspires us to lead the future of food.

It is the foundation of our employee value proposition.

We grow our people to grow our business.

Our Employee Value Proposition is built on three core pillars:

- We develop people for greatness, unlocking their full potential through continuous learning and growth opportunities.

- We nurture an ownership-centric culture, encouraging people to act with autonomy and treat our business as their own.

- We drive impact by challenging the status quo, celebrating differences, and sparking innovation in pursuit of leading the future of food.

Over the past decade, we have been on a journey to create a workplace that resembles the consumers that we serve and provide delicious innovations that better serve our people, business, and communities.

We have made significant progress, learned a lot, and plan to build on our successes as we set the table for the future.

Reportable Segments:

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

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

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

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

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

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

| Fast Fresh Meals | | | 22 | | % | | | | 23 | | % | | | | 25 | | % |

| Real Food Snacking | | | 5 | | % | | | | 5 | | % | | | | 7 | | % |

| Easy Indulgent Desserts | | | 4 | | % | | | | 4 | | % | | | | 4 | | % |

Net Sales by Product Category:

The product categories that contributed 10% or more to consolidated net sales in any of the periods presented were:

| Condiments and sauces | | | 34 | | % | | | | 31 | | % | | | | 28 | | % |

| Cheese and dairy | | | 14 | | % | | | | 15 | | % | | | | 19 | | % |

| Ambient foods | | | 11 | | % | | | | 12 | | % | | | | 11 | | % |

| Frozen and chilled foods | | | 11 | | % | | | | 11 | | % | | | | 10 | | % |

| Meats and seafood | | | 9 | | % | | | | 10 | | % | | | | 10 | | % |

We are driven by our Purpose, our Vision—*To sustainably grow by delighting more consumers globally*, and our Values—*We are consumer obsessed*, *We dare to do better every day*, *We champion great people*, *We demand diversity*, *We do the right thing*, and *We own it*.

We recognize that a strong company culture is vital to our overall success.

Engagement and Inclusion:

Diversity, inclusion, and belonging are key drivers for engagement.

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

We live our Value of *We demand diversity* by focusing on three strategic areas: hiring and growing talent from diverse backgrounds and perspectives, developing inclusive leaders, and tracking and reporting our progress.

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.

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

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

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

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 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.

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:

- 43% of employees in global management positions identified as women;

- 29% of salaried employees in the U.S. identified as people of color;

- 33% of our Executive Leadership Team identified as women; and

- 78% of our Executive Leadership Team identified as people of color.

As we progress on our 2025 aspirations, we are focused on:

- *Hiring, Investing in, and Growing Talent from Diverse Backgrounds and Perspectives* through expanded recruiting partnerships with Historically Black Colleges and Universities, diverse professional organizations, and training in our hiring process to reduce bias and promote equal employment opportunities.

For the fiscal year ended December [removed: 30, 2023][added: 28, 2024]

[removed: ][added: ]

Yes [removed: ☐ No] ☒ [added: No ☐]

The aggregate market value of the shares of common stock held by non-affiliates of the registrant, computed by reference to the closing price of such stock as of the last business day of the registrant’s most recently completed second quarter, was approximately [removed: $32.1] [added: $28.5] billion.

As of February [removed: 10, 2024,] [added: 8, 2025,] there were [removed: 1,213,099,787] [added: 1,194,989,953] 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: 2, 2024] [added: 8, 2025] are incorporated by reference into Part III hereof.

| [Item 1. [removed: Business.](#id439cff6ef3449f1bf59c4d187721853_16)] [added: Business.](#i561a2db4128e45bf8cf130054af8f347_16)] | | | [removed: [1](#id439cff6ef3449f1bf59c4d187721853_16)] [added: [1](#i561a2db4128e45bf8cf130054af8f347_16)] | | |

| [Item 1A. Risk [removed: Factors.](#id439cff6ef3449f1bf59c4d187721853_25)] [added: Factors.](#i561a2db4128e45bf8cf130054af8f347_25)] | | | [removed: [8](#id439cff6ef3449f1bf59c4d187721853_25)] [added: [7](#i561a2db4128e45bf8cf130054af8f347_25)] | | |

| [Item 1B. Unresolved Staff [removed: Comments.](#id439cff6ef3449f1bf59c4d187721853_28)] [added: Comments.](#i561a2db4128e45bf8cf130054af8f347_28)] | | | [removed: [22](#id439cff6ef3449f1bf59c4d187721853_28)] [added: [21](#i561a2db4128e45bf8cf130054af8f347_28)] | | |

| [Item 2. [removed: Properties.](#id439cff6ef3449f1bf59c4d187721853_31)] [added: Properties.](#i561a2db4128e45bf8cf130054af8f347_34)] | | | [removed: [24](#id439cff6ef3449f1bf59c4d187721853_31)] [added: [23](#i561a2db4128e45bf8cf130054af8f347_34)] | | |

| [Item 3. Legal [removed: Proceedings.](#id439cff6ef3449f1bf59c4d187721853_34)] [added: Proceedings.](#i561a2db4128e45bf8cf130054af8f347_37)] | | | [removed: [24](#id439cff6ef3449f1bf59c4d187721853_34)] [added: [23](#i561a2db4128e45bf8cf130054af8f347_37)] | | |

| [Item 4. Mine Safety [removed: Disclosures.](#id439cff6ef3449f1bf59c4d187721853_37)] [added: Disclosures.](#i561a2db4128e45bf8cf130054af8f347_40)] | | | [removed: [24](#id439cff6ef3449f1bf59c4d187721853_37)] [added: [23](#i561a2db4128e45bf8cf130054af8f347_40)] | | |

| [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities.](#id439cff6ef3449f1bf59c4d187721853_43)] [added: Securities.](#i561a2db4128e45bf8cf130054af8f347_46)] | | | [removed: [24](#id439cff6ef3449f1bf59c4d187721853_43)] [added: [24](#i561a2db4128e45bf8cf130054af8f347_46)] | | |

| [Item 6. [removed: \[Reserved\].](#id439cff6ef3449f1bf59c4d187721853_46)] [added: \[Reserved\].](#i561a2db4128e45bf8cf130054af8f347_49)] | | | [removed: [26](#id439cff6ef3449f1bf59c4d187721853_46)] [added: [25](#i561a2db4128e45bf8cf130054af8f347_49)] | | |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations.](#id439cff6ef3449f1bf59c4d187721853_49)] [added: Operations.](#i561a2db4128e45bf8cf130054af8f347_52)] | | | [removed: [27](#id439cff6ef3449f1bf59c4d187721853_49)] [added: [26](#i561a2db4128e45bf8cf130054af8f347_52)] | | |

| [Consolidated Results of [removed: Operations](#id439cff6ef3449f1bf59c4d187721853_55)] [added: Operations](#i561a2db4128e45bf8cf130054af8f347_58)] | | | [removed: [28](#id439cff6ef3449f1bf59c4d187721853_55)] [added: [27](#i561a2db4128e45bf8cf130054af8f347_58)] | | |

| [Results of Operations by [removed: Segment](#id439cff6ef3449f1bf59c4d187721853_58)] [added: Segment](#i561a2db4128e45bf8cf130054af8f347_61)] | | | [removed: [30](#id439cff6ef3449f1bf59c4d187721853_58)] [added: [31](#i561a2db4128e45bf8cf130054af8f347_61)] | | |

| [Liquidity and Capital [removed: Resources](#id439cff6ef3449f1bf59c4d187721853_61)] [added: Resources](#i561a2db4128e45bf8cf130054af8f347_64)] | | | [removed: [32](#id439cff6ef3449f1bf59c4d187721853_61)] [added: [35](#i561a2db4128e45bf8cf130054af8f347_64)] | | |

| [Commodity [removed: Trends](#id439cff6ef3449f1bf59c4d187721853_64)] [added: Trends](#i561a2db4128e45bf8cf130054af8f347_67)] | | | [removed: [37](#id439cff6ef3449f1bf59c4d187721853_64)] [added: [40](#i561a2db4128e45bf8cf130054af8f347_67)] | | |

| [Critical Accounting [removed: Estimates](#id439cff6ef3449f1bf59c4d187721853_67)] [added: Estimates](#i561a2db4128e45bf8cf130054af8f347_70)] | | | [removed: [37](#id439cff6ef3449f1bf59c4d187721853_67)] [added: [40](#i561a2db4128e45bf8cf130054af8f347_70)] | | |

| [New Accounting [removed: Pronouncements](#id439cff6ef3449f1bf59c4d187721853_70)] [added: Pronouncements](#i561a2db4128e45bf8cf130054af8f347_73)] | | | [removed: [41](#id439cff6ef3449f1bf59c4d187721853_70)] [added: [44](#i561a2db4128e45bf8cf130054af8f347_73)] | | |

| [Non-GAAP Financial [removed: Measures](#id439cff6ef3449f1bf59c4d187721853_76)] [added: Measures](#i561a2db4128e45bf8cf130054af8f347_79)] | | | [removed: [41](#id439cff6ef3449f1bf59c4d187721853_76)] [added: [44](#i561a2db4128e45bf8cf130054af8f347_79)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures about Market [removed: Risk.](#id439cff6ef3449f1bf59c4d187721853_79)] [added: Risk.](#i561a2db4128e45bf8cf130054af8f347_82)] | | | [removed: [45](#id439cff6ef3449f1bf59c4d187721853_79)] [added: [50](#i561a2db4128e45bf8cf130054af8f347_82)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data.](#id439cff6ef3449f1bf59c4d187721853_82)] [added: Data.](#i561a2db4128e45bf8cf130054af8f347_85)] | | | [removed: [46](#id439cff6ef3449f1bf59c4d187721853_82)] [added: [51](#i561a2db4128e45bf8cf130054af8f347_85)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#id439cff6ef3449f1bf59c4d187721853_85)] [added: Firm](#i561a2db4128e45bf8cf130054af8f347_88)] | | | [removed: [46](#id439cff6ef3449f1bf59c4d187721853_85)] [added: [51](#i561a2db4128e45bf8cf130054af8f347_88)] | | |

| [Consolidated Statements of [removed: Income](#id439cff6ef3449f1bf59c4d187721853_88)] [added: Income](#i561a2db4128e45bf8cf130054af8f347_91)] | | | [removed: [49](#id439cff6ef3449f1bf59c4d187721853_88)] [added: [55](#i561a2db4128e45bf8cf130054af8f347_91)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#id439cff6ef3449f1bf59c4d187721853_91)] [added: Income](#i561a2db4128e45bf8cf130054af8f347_94)] | | | [removed: [50](#id439cff6ef3449f1bf59c4d187721853_91)] [added: [56](#i561a2db4128e45bf8cf130054af8f347_94)] | | |

| [Consolidated Balance [removed: Sheets](#id439cff6ef3449f1bf59c4d187721853_94)] [added: Sheets](#i561a2db4128e45bf8cf130054af8f347_97)] | | | [removed: [51](#id439cff6ef3449f1bf59c4d187721853_94)] [added: [57](#i561a2db4128e45bf8cf130054af8f347_97)] | | |

| [Consolidated Statements of [removed: Equity](#id439cff6ef3449f1bf59c4d187721853_97)] [added: Equity](#i561a2db4128e45bf8cf130054af8f347_100)] | | | [removed: [52](#id439cff6ef3449f1bf59c4d187721853_97)] [added: [58](#i561a2db4128e45bf8cf130054af8f347_100)] | | |

| [Consolidated Statements of Cash [removed: Flows](#id439cff6ef3449f1bf59c4d187721853_100)] [added: Flows](#i561a2db4128e45bf8cf130054af8f347_103)] | | | [removed: [53](#id439cff6ef3449f1bf59c4d187721853_100)] [added: [59](#i561a2db4128e45bf8cf130054af8f347_103)] | | |

| [Notes to Consolidated Financial [removed: Statements](#id439cff6ef3449f1bf59c4d187721853_103)] [added: Statements](#i561a2db4128e45bf8cf130054af8f347_106)] | | | [removed: [54](#id439cff6ef3449f1bf59c4d187721853_103)] [added: [60](#i561a2db4128e45bf8cf130054af8f347_106)] | | |

| [Note 1. Basis of [removed: Presentation](#id439cff6ef3449f1bf59c4d187721853_106)] [added: Presentation](#i561a2db4128e45bf8cf130054af8f347_109)] | | | [removed: [54](#id439cff6ef3449f1bf59c4d187721853_106)] [added: [60](#i561a2db4128e45bf8cf130054af8f347_109)] | | |

| [Note 2. Significant Accounting [removed: Policies](#id439cff6ef3449f1bf59c4d187721853_109)] [added: Policies](#i561a2db4128e45bf8cf130054af8f347_112)] | | | [removed: [55](#id439cff6ef3449f1bf59c4d187721853_109)] [added: [61](#i561a2db4128e45bf8cf130054af8f347_112)] | | |

| [Note 3. New Accounting [removed: Standards](#id439cff6ef3449f1bf59c4d187721853_112)] [added: Standards](#i561a2db4128e45bf8cf130054af8f347_115)] | | | [removed: [59](#id439cff6ef3449f1bf59c4d187721853_112)] [added: [66](#i561a2db4128e45bf8cf130054af8f347_115)] | | |

| [Note 4. Acquisitions and [removed: Divestitures](#id439cff6ef3449f1bf59c4d187721853_115)] [added: Divestitures](#i561a2db4128e45bf8cf130054af8f347_118)] | | | [removed: [60](#id439cff6ef3449f1bf59c4d187721853_115)] [added: [66](#i561a2db4128e45bf8cf130054af8f347_118)] | | |

| [Note 5. Restructuring [removed: Activities](#id439cff6ef3449f1bf59c4d187721853_118)] [added: Activities](#i561a2db4128e45bf8cf130054af8f347_121)] | | | [removed: [65](#id439cff6ef3449f1bf59c4d187721853_118)] [added: [69](#i561a2db4128e45bf8cf130054af8f347_121)] | | |

| [Note 7. Property, Plant and [removed: Equipment](#id439cff6ef3449f1bf59c4d187721853_124)] [added: Equipment](#i561a2db4128e45bf8cf130054af8f347_127)] | | | [removed: [66](#id439cff6ef3449f1bf59c4d187721853_124)] [added: [71](#i561a2db4128e45bf8cf130054af8f347_127)] | | |

| [Note 8. Goodwill and Intangible [removed: Assets](#id439cff6ef3449f1bf59c4d187721853_127)] [added: Assets](#i561a2db4128e45bf8cf130054af8f347_130)] | | | [removed: [67](#id439cff6ef3449f1bf59c4d187721853_127)] [added: [71](#i561a2db4128e45bf8cf130054af8f347_130)] | | |

| [Note 9. Income [removed: Taxes](#id439cff6ef3449f1bf59c4d187721853_130)] [added: Taxes](#i561a2db4128e45bf8cf130054af8f347_133)] | | | [removed: [72](#id439cff6ef3449f1bf59c4d187721853_130)] [added: [77](#i561a2db4128e45bf8cf130054af8f347_133)] | | |

| [Note 10. Employees’ Stock Incentive [removed: Plans](#id439cff6ef3449f1bf59c4d187721853_133)] [added: Plans](#i561a2db4128e45bf8cf130054af8f347_136)] | | | [removed: [75](#id439cff6ef3449f1bf59c4d187721853_133)] [added: [80](#i561a2db4128e45bf8cf130054af8f347_136)] | | |

| 3.500% Senior Notes due 2029 | | | KHC29 | | | The Nasdaq Stock Market LLC | | |

| [PART I](#i561a2db4128e45bf8cf130054af8f347_13) | | | [1](#i561a2db4128e45bf8cf130054af8f347_13) | | |

| [Item 1C.](#i561a2db4128e45bf8cf130054af8f347_31) [](#i561a2db4128e45bf8cf130054af8f347_31)[Cybersecurity](#i561a2db4128e45bf8cf130054af8f347_31) | | | [21](#i561a2db4128e45bf8cf130054af8f347_31) | | |

| [PART II](#i561a2db4128e45bf8cf130054af8f347_43) | | | [23](#i561a2db4128e45bf8cf130054af8f347_43) | | |

| [Overview](#i561a2db4128e45bf8cf130054af8f347_55) | | | [26](#i561a2db4128e45bf8cf130054af8f347_55) | | |

| [Contingencies](#i561a2db4128e45bf8cf130054af8f347_76) | | | [44](#i561a2db4128e45bf8cf130054af8f347_76) | | |

| [Note 6. Inventories](#i561a2db4128e45bf8cf130054af8f347_124) | | | [71](#i561a2db4128e45bf8cf130054af8f347_124) | | |

| [Note 16. Debt](#i561a2db4128e45bf8cf130054af8f347_154) | | | [105](#i561a2db4128e45bf8cf130054af8f347_154) | | |

| [Note 17. Leases](#i561a2db4128e45bf8cf130054af8f347_157) | | | [107](#i561a2db4128e45bf8cf130054af8f347_157) | | |

| [PART III](#i561a2db4128e45bf8cf130054af8f347_184) | | | [118](#i561a2db4128e45bf8cf130054af8f347_184) | | |

| [PART IV](#i561a2db4128e45bf8cf130054af8f347_202) | | | [119](#i561a2db4128e45bf8cf130054af8f347_202) | | |

| [Signatures](#i561a2db4128e45bf8cf130054af8f347_211) | | | [125](#i561a2db4128e45bf8cf130054af8f347_211) | | |

| [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) | | |

| [Note 16. Debt](#id439cff6ef3449f1bf59c4d187721853_151) | | | [98](#id439cff6ef3449f1bf59c4d187721853_151) | | |

| [Note 17. Leases](#id439cff6ef3449f1bf59c4d187721853_154) | | | [102](#id439cff6ef3449f1bf59c4d187721853_154) | | |

| [PART III](#id439cff6ef3449f1bf59c4d187721853_181) | | | [110](#id439cff6ef3449f1bf59c4d187721853_181) | | |

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

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

[removed: 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.

The control environments for third-party service providers are reviewed [removed: annually.][added: annually based on risk.]

Our CISO works closely with our Chief Global Ethics and Compliance Officer and [removed: Chief Legal] [added: Global General Counsel] and Corporate Affairs Officer to oversee compliance with legal, regulatory, [removed: and contractual security requirements.]

We engage third-party service

and contractual security requirements.

Our co-headquarters are leased and house certain executive offices, our [removed: U.S.] [added: North America] business units, and our administrative, finance, legal, and human resource functions.

As of December [removed: 30, 2023,] [added: 28, 2024,] we operated [removed: 75] [added: 70] manufacturing and processing facilities.

We own [removed: 70] [added: 66] and lease [removed: five] [added: four] of these facilities.

Our manufacturing and processing facilities count by segment as of December [removed: 30, 2023] [added: 28, 2024] was:

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

| International Developed Markets | | | 17 | | | | | | — | | |

| Emerging Markets(a) | | | 17 | | | | | | 2 | | |

(a) Emerging Markets represents the aggregation of our WEEM and AEM operating segments.

In 2024, as part of our planned restructuring and divestiture activities, we sold a manufacturing facility in Papua New Guinea and a manufacturing facility in Indonesia within our Asia Emerging Markets operating segment and two manufacturing facilities in Russia within our West and East Emerging Markets operating segment.

| International | | | 38 | | | | | | 3 | | |

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.

Our common stock is listed on The Nasdaq Stock Market LLC (Nasdaq) under the ticker symbol “KHC.” At February [removed: 10, 2024,] [added: 8, 2025,] there were approximately [removed: 37,627] [added: 34,653] 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: 30, 2023.][added: 28, 2024.]

This graph covers the five-year period from December [removed: 28, 2018] [added: 27, 2019] (the last trading day of our fiscal year [removed: 2018)] [added: 2019)] through December [removed: 29, 2023] [added: 27, 2024] (the last trading day of our fiscal year [removed: 2023).][added: 2024).]

The graph shows total shareholder return assuming $100 was invested on December [removed: 28, 2018] [added: 27, 2019] and the dividends were reinvested on a daily basis.

| December [removed: 28, 2018] [added: 27, 2019] | | | $ | 100.00 | | | | | $ | 100.00 | | | | | $ | 100.00 | |

Issuer Purchases of Equity Securities During the Three Months Ended December [removed: 30, 2023][added: 28, 2024]

Our share repurchase activity in the three months ended December [removed: 30, 2023] [added: 28, 2024] was:

(a) Includes (1) shares purchased pursuant to the share repurchase program described in (b) below, (2) shares [removed: 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 (“PSUs”), and (3) shares] withheld for tax liabilities associated with the vesting of [removed: RSUs and PSUs.][added: RSUs.]


| December 24, 2020 | | | 117.05 | | | | | | 116.40 | | | | | | 105.53 | | |

| December 23, 2021 | | | 123.00 | | | | | | 150.67 | | | | | | 119.88 | | |

| December 30, 2022 | | | 148.13 | | | | | | 124.45 | | | | | | 132.48 | | |

| December 29, 2023 | | | 140.65 | | | | | | 157.17 | | | | | | 126.06 | | |

| December 27, 2024 | | | 122.27 | | | | | | 199.45 | | | | | | 125.01 | | |

| 9/29/2024 — 11/02/2024 | | | | | | 185,482 | | | | | | $ | 33.57 | | | | | 180,000 | | | | | | $ | 2,345 | |

| 11/03/2024 — 11/30/2024 | | | | | | 13,087,165 | | | | | | 31.43 | | | | | | 13,083,641 | | | | | | 1,933 | | |

| 12/01/2024 — 12/28/2024 | | | | | | 1,023,906 | | | | | | 31.57 | | | | | | 1,023,713 | | | | | | 1,901 | | |

| Total | | | | | | 14,296,553 | | | | | | | | | | | | 14,287,354 | | | | | | | | |


| 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 | | | | | | | | |

We have audited the accompanying consolidated balance sheets of The Kraft Heinz Company and its subsidiaries (the “Company”) as of December [removed: 30, 2023] [added: 28, 2024] and December [removed: 31, 2022,] [added: 30, 2023,] 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: 30, 2023,] [added: 28, 2024,] 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: 30, 2023,] [added: 28, 2024,] 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: 30, 2023] [added: 28, 2024] and December [removed: 31, 2022,] [added: 30, 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December [removed: 30, 2023] [added: 28, 2024] 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: 30, 2023,] [added: 28, 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

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

Management recognized non-cash goodwill impairment losses of [removed: $510 million] [added: $1.6 billion] for the year ended December [removed: 30, 2023.][added: 28, 2024, a significant portion of which related to the AFH, MC, and CE reporting units.]

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

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

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the valuation of the [removed: Company’s] [added: TMS, AFH, MC, CNAC, and CE] reporting units.

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

Evaluating management’s assumptions related to net sales, cost of products sold, SG&A, [added: royalty rates,] discount [removed: rates] [added: rates,] and long-term growth rates involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting [removed: unit;] [added: units;] (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 evaluating (i) the appropriateness of the Company’s discounted cash flow method and (ii) the reasonableness of the discount rate and long-term growth rate [removed: assumptions.][added: assumptions, as applicable to the reporting unit.]

[removed: *Impairment] [added: *Annual Impairment] Assessments for Certain Indefinite-Lived Intangible [removed: Assets*][added: Assets– Individual Brands*]

As described in Notes 2 and 8 to the consolidated financial statements, the Company’s indefinite-lived intangible assets balance, which consists primarily of individual brands, was [removed: $38.5] [added: $36.5] billion as of December [removed: 30, 2023,] [added: 28, 2024,] a [removed: majority] [added: portion] of which [removed: relates] [added: related] to [removed: indefinite-lived intangible assets valued using the excess earnings method.][added: certain brands, *Kraft*, *Velveeta*, *Oscar Mayer*, and *Lunchables*.]

[removed: Management] [added: As a result of its annual impairment test, management] recognized non-cash indefinite-lived intangible asset impairment losses of [removed: $152 million] [added: $0.6 billion] for the year ended December [removed: 30, 2023, a portion of which relates to indefinite-lived intangible assets valued using the excess earnings method.][added: 28, 2024.]

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

The principal considerations for our determination that performing procedures relating to the [removed: impairment assessments for certain] [added: annual] indefinite-lived intangible [removed: assets] [added: impairment assessments (for *Kraft*, *Velveeta*, *Oscar Mayer*, and *Lunchables*)] is a critical audit matter are (i) the significant judgment by management when developing the fair value 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 [added: (a)] net sales, cost of products sold, SG&A, [added: and] long-term growth [removed: rates and discount rates] [added: rates, as applicable to the brand,] for the excess earnings [added: method and (b) net sales and royalty rates, as applicable to the brand, for the relief from royalty] method; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to management’s indefinite-lived intangible assets impairment assessment, including controls over the valuation of the [removed: Company’s indefinite-lived intangible assets.][added: *Kraft*, *Velveeta*, *Oscar Mayer*, and *Lunchables* brands.]

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

Evaluating management’s assumptions related to net sales, cost of products sold, SG&A, [added: and] long-term growth rates [removed: and discount rates] for the excess earnings method [added: and net sales and royalty 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 [removed: individual brands;] [added: brand;] (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 evaluating (i) the appropriateness of the Company’s excess earnings [removed: method] and [added: relief from royalty methods and] (ii) the reasonableness of the long-term growth rate [removed: and discount rate assumptions] [added: assumption] for the excess earnings [added: method and the reasonableness of the royalty rates assumption for the relief from royalty] method.

| | | | December [removed: 30, 2023] [added: 28, 2024] | | | | | | December [removed: 31, 2022] [added: 30, 2023] | | | | | | December [removed: 25, 2021] [added: 31, 2022] | | |

| Net sales | | | $ | [removed: 26,640] [added: 25,846] | | | | | $ | [removed: 26,485] [added: 26,640] | | | | | $ | [removed: 26,042] [added: 26,485] | |

| Cost of products sold | | | [removed: 17,714] [added: 16,878] | | | | | | [removed: 18,363] [added: 17,714] | | | | | | [removed: 17,360] [added: 18,363] | | |

| Gross profit | | | [removed: 8,926] [added: 8,968] | | | | | | [removed: 8,122] [added: 8,926] | | | | | | [removed: 8,682] [added: 8,122] | | |

| Selling, general and administrative expenses, excluding impairment losses | | | [removed: 3,692] [added: 3,616] | | | | | | [removed: 3,575] [added: 3,692] | | | | | | [removed: 3,588] [added: 3,575] | | |

| Goodwill impairment losses | | | [removed: 510] [added: 1,638] | | | | | | [removed: 444] [added: 510] | | | | | | [removed: 318] [added: 444] | | |

| Intangible asset impairment losses | | | [removed: 152] [added: 2,031] | | | | | | [removed: 469] [added: 152] | | | | | | [removed: 1,316] [added: 469] | | |

| Selling, general and administrative expenses | | | [removed: 4,354] [added: 7,285] | | | | | | [removed: 4,488] [added: 4,354] | | | | | | [removed: 5,222] [added: 4,488] | | |

| Operating income/(loss) | | | [removed: 4,572] [added: 1,683] | | | | | | [removed: 3,634] [added: 4,572] | | | | | | [removed: 3,460] [added: 3,634] | | |

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

| Other expense/(income) | | | [removed: 27] [added: (85)] | | | | | | [removed: (253)] [added: 27] | | | | | | [removed: (295)] [added: (253)] | | |

| Income/(loss) before income taxes | | | [removed: 3,633] [added: 856] | | | | | | [removed: 2,966] [added: 3,633] | | | | | | [removed: 1,708] [added: 2,966] | | |

| Provision for/(benefit from) income taxes | | | [removed: 787] [added: (1,890)] | | | | | | [removed: 598] [added: 787] | | | | | | [removed: 684] [added: 598] | | |

| Net income/(loss) | | | [removed: 2,846] [added: 2,746] | | | | | | [removed: 2,368] [added: 2,846] | | | | | | [removed: 1,024] [added: 2,368] | | |

| Net income/(loss) attributable to noncontrolling interest | | | [removed: (9)] [added: 2] | | | | | | [removed: 5] [added: (9)] | | | | | | [removed: 12] [added: 5] | | |

| Net income/(loss) attributable to common shareholders | | | $ | [removed: 2,855] [added: 2,744] | | | | | $ | [removed: 2,363] [added: 2,855] | | | | | $ | [removed: 1,012] [added: 2,363] | |

| Basic earnings/(loss) | | | $ | [removed: 2.33] [added: 2.27] | | | | | $ | [removed: 1.93] [added: 2.33] | | | | | $ | [removed: 0.83] [added: 1.93] | |

| Diluted earnings/(loss) | | | [removed: 2.31] [added: 2.26] | | | | | | [removed: 1.91] [added: 2.31] | | | | | | [removed: 0.82] [added: 1.91] | | |

| Net income/(loss) | | | $ | [removed: 2,846] [added: 2,746] | | | | | $ | [removed: 2,368] [added: 2,846] | | | | | $ | [removed: 1,024] [added: 2,368] | |

As described in Notes 2 and 8 to the consolidated financial statements, the Company’s goodwill balance was $28.7 billion as of December 28, 2024, a significant portion of which related to certain reporting units, Taste Elevation, Ready Meals, and Snacking (TMS), Away from Home & Kraft Heinz Ingredients (AFH), Meat & Cheese (MC), Canada and North America Coffee (CNAC), and Continental Europe (CE).

Using the excess earnings method, management’s cash flow projections included significant

*Valuation of Non-US Deferred Tax Asset Related to the Change in Entity Structure*

As described in Note 9 to the consolidated financial statements, the Company enacted changes to its corporate entity structure, which included a transfer of and will result in the movement of certain business operations to a wholly-owned subsidiary in the Netherlands, resulting in a tax benefit of $3 billion recorded as a non-U.S. deferred tax asset in December 2024.

The deferred tax asset was recognized as a result of the book and tax basis difference on the business transferred, with the tax basis determined by reference to the fair value of the business.

As disclosed by management, management used the discounted cash flow method to estimate the fair value of the business and made significant assumptions related to net sales, discount rate, long-term growth rate, income tax rates, and other market factors.

The recognition of the future tax benefits associated with the transaction are dependent upon the acceptance of the business valuation and tax step-up by the associated taxing authorities.

The principal considerations for our determination that performing procedures relating to the valuation of the non-US deferred tax asset related to the change in entity structure is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the business and related value of the deferred tax asset; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating the recognition of future tax benefits and management’s significant assumptions related to net sales, discount rate, long-term growth rate, and income tax rates; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s assessment of the valuation of the non-US deferred tax asset related to the change in entity structure, including controls over the valuation of the business transferred.

These procedures also included, among others (i) evaluating the positive and negative evidence available to assess management’s assessment of the realizability of the deferred tax asset related to the change in entity structure; (ii) testing management’s process for developing the fair value estimate of the business, (iii) evaluating the appropriateness of the discounted cash flow method; (iv) testing the completeness and accuracy of underlying data used in the method; and (v) evaluating the reasonableness of the significant assumptions used by management related to net sales, discount rate, long term growth rate, and income tax rates.

Evaluating management’s significant assumptions related to net sales, discount rate, and long-term growth rate involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the transferred business; (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 evaluating (i) the appropriateness of the Company’s

discounted cash flow method; (ii) the reasonableness of the discount rate, income tax rates, and long-term growth rate assumptions; and (iii) the recognition of future tax benefits associated with this transaction.

| Amounts excluded from the effectiveness assessment of fair value hedges | | | (23) | | | | | | — | | | | | | — | | |

| Net deferred losses/(gains) on fair value hedges reclassified to net income/(loss) | | | (3) | | | | | | — | | | | | | — | | |

| Prior service credits/(costs) arising during the period | | | (7) | | | | | | — | | | | | | — | | |

| | | | December 28, 2024 | | | | | | December 30, 2023 | | |

| Accounts payable | | | 4,188 | | | | | | 4,627 | | |

| Repurchase of common stock | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (939) | | | | | | — | | | | | | (939) | | |

| Balance at December 28, 2024 | | | $ | 12 | | | | | $ | 52,135 | | | | | $ | 2,171 | | | | | $ | (2,915) | | | | | $ | (2,218) | | | | | $ | 134 | | | | | $ | 49,319 | |

| Net income/(loss) | | | $ | 2,746 | | | | | $ | 2,846 | | | | | $ | 2,368 | |

| Payments to acquire intangible assets | | | (140) | | | | | | — | | | | | | — | | |

Subsequently, we manage our operating results through four operating segments.

At December 28, 2024, we had restricted cash of $31 million recorded in other current assets and restricted cash of $121 million recorded in other non-current assets.

The year-over-year increase was due to the conversion of certain assets related to the U.S. postretirement medical plan to cash.

The license income related to the transitional license of the *Philadelphia* brand was recognized over a period of approximately three years.

Deferred tax assets are included in other non-current assets on the consolidated balance sheet.

The gains/(losses) on fair value hedges are recognized in net income/(loss) at the time the hedged item affects net income/(loss), in the same line item as the underlying hedged item.

- *Foreign currency fair value hedges.* We use derivative instruments to hedge changes in the fair value of foreign currency denominated assets or liabilities due to changes in exchange rates.

These instruments may include cross-currency swap contracts and foreign exchange forward contracts.

The gains/(losses) on the hedged item, driven by changes in foreign exchange rates, are economically offset by fair value movements on the effective portion of our derivative instrument, which is reported in the same income statement line item in the same period.

The amounts excluded from the assessment of effectiveness are recognized in earnings over the life of the hedge on a systematic and rational basis in the same line item as the hedged item.

In 2024, we applied highly inflationary accounting to the results of our subsidiaries in Turkey, Venezuela, Argentina, Egypt, and Nigeria which resulted in nonmonetary currency devaluation losses in other expense/(income) of $16 million as of December 28, 2024.

We adopted this ASU in the fourth quarter of 2024 and added certain disclosures in Note 20, *Segment Reporting*.

The disclosures were applied retrospectively and impacted all prior periods presented.

There was no other impact to our financial statement disclosures as a result of adopting this ASU.

While the standard will require additional disclosures related to the Company’s income taxes, we do not expect this ASU to have an impact on our financial statements.

Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

In November 2024, the FASB issued ASU 2024-03 to improve financial reporting under ASC 220, *Income Statement-Reporting Comprehensive Income*.

As described in Notes 2 and 8 to the consolidated financial statements, the Company’s goodwill balance was $30.5 billion as of December 30, 2023.

February 15, 2024

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

| Commercial paper and other short-term debt | | | $ | — | | | | | $ | 6 | |

| Trade payables | | | 4,627 | | | | | | 4,848 | | |

| Balance at December 26, 2020 | | | $ | 12 | | | | | $ | 55,096 | | | | | $ | (2,694) | | | | | $ | (1,967) | | | | | $ | (344) | | | | | $ | 140 | | | | | $ | 50,243 | |

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

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 11, *Postemployment Benefits*, for additional information.

See Note 8, *Goodwill and Intangible Assets*, for additional information.

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

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

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

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

We adopted this ASU when it became effective in the first quarter of 2023, except for the rollforward requirement, which is effective in 2024.

The adoption of this ASU did not have a significant impact on our financial statements and related 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 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.

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

Assan Foods Acquisition:

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

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

The Assan Foods Acquisition was accounted for under the acquisition method of accounting for business combinations.

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

We utilized fair values at the Assan Foods Acquisition Date to allocate the total consideration exchanged to the net tangible and intangible assets acquired and liabilities assumed.

The purchase price allocation for the Assan Foods Acquisition was final as of the third quarter of 2022.

The final purchase price allocation to assets acquired and liabilities assumed in the Assan Foods Acquisition was (in millions):

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

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

| | | | | | | | | | | | | | | | Final Allocation | | | | | | | | | | | | | | | | | | | | |

| Trade receivables | | | | | | | | | | | | | | | 24 | | | | | | | | | | | | | | | | | | | | |

| Inventories | | | | | | | | | | | | | | | 26 | | | | | | | | | | | | | | | | | | | | |

| Trade payables | | | | | | | | | | | | | | | (25) | | | | | | | | | | | | | | | | | | | | |

| Net assets acquired | | | | | | | | | | | | | | | 28 | | | | | | | | | | | | | | | | | | | | |

| Goodwill on acquisition | | | | | | | | | | | | | | | 51 | | | | | | | | | | | | | | | | | | | | |

| Total consideration | | | | | | | | | | | | | | | $ | 79 | | | | | | | | | | | | | | | | | | | |

The Assan Foods Acquisition preliminarily resulted in $64 million of non-tax deductible goodwill relating principally to additional capacity that the Assan Foods manufacturing facilities will provide for our brands in the EMEA East region.

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: 30, 2023.][added: 28, 2024.]

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as of December [removed: 30, 2023,] [added: 28, 2024,] 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: 30, 2023.][added: 28, 2024.]

We determined that there were no changes in our internal control over financial reporting during the quarter ended December [removed: 30, 2023] [added: 28, 2024] 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: 30, 2023] [added: 28, 2024] 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: 30, 2023.][added: 28, 2024.]

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: 30, 2023,] [added: 28, 2024,] as stated in their report which appears herein under Item 8, *Financial Statements and Supplementary Data*.

During 2024, we started a multi-year migration of certain of our financial processing systems, including the implementation of a new enterprise resource planning (ERP) solution which will replace our existing ERPs.

The implementation is expected to occur in phases throughout our businesses over the next several years, and we anticipate the first phase to be completed in the first half of 2025.

We are evaluating the design and operating effectiveness of internal controls as they relate to the system upgrades, and we will implement any required control changes prior to relevant go-live dates associated with the system implementations.

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 *Our Board, Beneficial Ownership of Kraft Heinz Stock—Delinquent Section 16(a) Reports*, *Governance—Other Governance Policies and 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: 2, 2024 (“2024] [added: 8, 2025 (“2025] Proxy Statement”).

Information required by this Item 11 is included under the headings *Governance—Committees of the Board*, *Director Compensation*, and *Executive Compensation—Compensation Discussion and Analysis*, *Executive Compensation—Executive Compensation Tables*, and *Executive Compensation—Pay Ratio Disclosure* in our [removed: 2024] [added: 2025] 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: 30, 2023] [added: 28, 2024] 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: 2024] [added: 2025] Proxy Statement.

| Equity compensation plans approved by security holders | | | 18,815,858 | | | | | | $ | 46.44 | | | | | 13,209,051 | | |

| Total | | | 18,815,858 | | | | | | | | | | | | 13,209,051 | | |

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

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

Information required by this Item 13 is included under the headings *Our Board* and *Governance—Other Governance Policies and Practices* in our [removed: 2024] [added: 2025] 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 [removed: 2024] [added: 2025] Proxy Statement.

| [Report of Independent Registered Public Accounting [removed: Firm](#id439cff6ef3449f1bf59c4d187721853_85)] [added: Firm](#i561a2db4128e45bf8cf130054af8f347_88)] (PCAOB ID 238) | | | [removed: [46](#id439cff6ef3449f1bf59c4d187721853_85)] [added: [51](#i561a2db4128e45bf8cf130054af8f347_88)] | | |

| [Consolidated Statements of Income for the Years Ended [removed: December 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] [added: December](#i561a2db4128e45bf8cf130054af8f347_91) [28](#i561a2db4128e45bf8cf130054af8f347_91)[, 202](#i561a2db4128e45bf8cf130054af8f347_91)[4](#i561a2db4128e45bf8cf130054af8f347_91)[,] December [removed: 2](#id439cff6ef3449f1bf59c4d187721853_88)[5](#id439cff6ef3449f1bf59c4d187721853_88)[, 202](#id439cff6ef3449f1bf59c4d187721853_88)[1](#id439cff6ef3449f1bf59c4d187721853_88)] [added: 3](#i561a2db4128e45bf8cf130054af8f347_91)[0](#i561a2db4128e45bf8cf130054af8f347_91)[, 202](#i561a2db4128e45bf8cf130054af8f347_91)[3](#i561a2db4128e45bf8cf130054af8f347_91)[, and](#i561a2db4128e45bf8cf130054af8f347_91) [December 31, 2022](#i561a2db4128e45bf8cf130054af8f347_91)] | | | [removed: [49](#id439cff6ef3449f1bf59c4d187721853_88)] [added: [55](#i561a2db4128e45bf8cf130054af8f347_91)] | | |

| [Consolidated Statements of Comprehensive Income for the Years Ended [added: December](#i561a2db4128e45bf8cf130054af8f347_94) [28](#i561a2db4128e45bf8cf130054af8f347_94)[, 202](#i561a2db4128e45bf8cf130054af8f347_94)[4](#i561a2db4128e45bf8cf130054af8f347_94)[,] December [removed: 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)[,] [added: 3](#i561a2db4128e45bf8cf130054af8f347_94)[0](#i561a2db4128e45bf8cf130054af8f347_94)[, 202](#i561a2db4128e45bf8cf130054af8f347_94)[3](#i561a2db4128e45bf8cf130054af8f347_94)[,] and [removed: December](#id439cff6ef3449f1bf59c4d187721853_91) [25](#id439cff6ef3449f1bf59c4d187721853_91)[, 202](#id439cff6ef3449f1bf59c4d187721853_91)[1](#id439cff6ef3449f1bf59c4d187721853_91)] [added: December](#i561a2db4128e45bf8cf130054af8f347_94) [3](#i561a2db4128e45bf8cf130054af8f347_94)[1](#i561a2db4128e45bf8cf130054af8f347_94)[, 202](#i561a2db4128e45bf8cf130054af8f347_94)[2](#i561a2db4128e45bf8cf130054af8f347_94)] | | | [removed: [50](#id439cff6ef3449f1bf59c4d187721853_91)] [added: [56](#i561a2db4128e45bf8cf130054af8f347_94)] | | |

| [Consolidated Balance Sheets at [removed: December 3](#id439cff6ef3449f1bf59c4d187721853_94)[0](#id439cff6ef3449f1bf59c4d187721853_94)[, 202](#id439cff6ef3449f1bf59c4d187721853_94)[3](#id439cff6ef3449f1bf59c4d187721853_94)] [added: December](#i561a2db4128e45bf8cf130054af8f347_97) [28](#i561a2db4128e45bf8cf130054af8f347_97)[, 202](#i561a2db4128e45bf8cf130054af8f347_97)[4](#i561a2db4128e45bf8cf130054af8f347_97)] [and [removed: December](#id439cff6ef3449f1bf59c4d187721853_94) [31](#id439cff6ef3449f1bf59c4d187721853_94)[, 202](#id439cff6ef3449f1bf59c4d187721853_94)[2](#id439cff6ef3449f1bf59c4d187721853_94)] [added: December 3](#i561a2db4128e45bf8cf130054af8f347_97)[0](#i561a2db4128e45bf8cf130054af8f347_97)[, 202](#i561a2db4128e45bf8cf130054af8f347_97)[3](#i561a2db4128e45bf8cf130054af8f347_97)] | | | [removed: [51](#id439cff6ef3449f1bf59c4d187721853_94)] [added: [57](#i561a2db4128e45bf8cf130054af8f347_97)] | | |

| [Consolidated Statements of Equity for the Years Ended [added: December](#i561a2db4128e45bf8cf130054af8f347_100) [28](#i561a2db4128e45bf8cf130054af8f347_100)[, 202](#i561a2db4128e45bf8cf130054af8f347_100)[4](#i561a2db4128e45bf8cf130054af8f347_100)[,] December [removed: 3](#id439cff6ef3449f1bf59c4d187721853_97)[0](#id439cff6ef3449f1bf59c4d187721853_97)[, 202](#id439cff6ef3449f1bf59c4d187721853_97)[3](#id439cff6ef3449f1bf59c4d187721853_97)[, December](#id439cff6ef3449f1bf59c4d187721853_97) [31](#id439cff6ef3449f1bf59c4d187721853_97)[, 202](#id439cff6ef3449f1bf59c4d187721853_97)[2](#id439cff6ef3449f1bf59c4d187721853_97)[,] [added: 3](#i561a2db4128e45bf8cf130054af8f347_100)[0](#i561a2db4128e45bf8cf130054af8f347_100)[, 202](#i561a2db4128e45bf8cf130054af8f347_100)[3](#i561a2db4128e45bf8cf130054af8f347_100)[,] and [removed: December 2](#id439cff6ef3449f1bf59c4d187721853_97)[5](#id439cff6ef3449f1bf59c4d187721853_97)[, 202](#id439cff6ef3449f1bf59c4d187721853_97)[1](#id439cff6ef3449f1bf59c4d187721853_97)] [added: December](#i561a2db4128e45bf8cf130054af8f347_100) [31](#i561a2db4128e45bf8cf130054af8f347_100)[, 202](#i561a2db4128e45bf8cf130054af8f347_100)[2](#i561a2db4128e45bf8cf130054af8f347_100)] | | | [removed: [52](#id439cff6ef3449f1bf59c4d187721853_97)] [added: [58](#i561a2db4128e45bf8cf130054af8f347_100)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December [removed: 3](#id439cff6ef3449f1bf59c4d187721853_100)[0](#id439cff6ef3449f1bf59c4d187721853_100)[, 202](#id439cff6ef3449f1bf59c4d187721853_100)[3](#id439cff6ef3449f1bf59c4d187721853_100)[, December](#id439cff6ef3449f1bf59c4d187721853_100) [31](#id439cff6ef3449f1bf59c4d187721853_100)[, 202](#id439cff6ef3449f1bf59c4d187721853_100)[2](#id439cff6ef3449f1bf59c4d187721853_100)[,] [added: 28, 2024, December 30, 2023,] and December [removed: 2](#id439cff6ef3449f1bf59c4d187721853_100)[5](#id439cff6ef3449f1bf59c4d187721853_100)[, 202](#id439cff6ef3449f1bf59c4d187721853_100)[1](#id439cff6ef3449f1bf59c4d187721853_100)] [added: 31, 2022](#i561a2db4128e45bf8cf130054af8f347_103)] | | | [removed: [53](#id439cff6ef3449f1bf59c4d187721853_100)] [added: [59](#i561a2db4128e45bf8cf130054af8f347_103)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#id439cff6ef3449f1bf59c4d187721853_103)] [added: Statements](#i561a2db4128e45bf8cf130054af8f347_106)] | | | [removed: [54](#id439cff6ef3449f1bf59c4d187721853_103)] [added: [60](#i561a2db4128e45bf8cf130054af8f347_106)] | | |

| [Financial Statement Schedule - Valuation and Qualifying Accounts for the Years Ended [added: December](#i561a2db4128e45bf8cf130054af8f347_214) [28](#i561a2db4128e45bf8cf130054af8f347_214)[, 202](#i561a2db4128e45bf8cf130054af8f347_214)[4](#i561a2db4128e45bf8cf130054af8f347_214)[,] December [removed: 3](#id439cff6ef3449f1bf59c4d187721853_211)[0](#id439cff6ef3449f1bf59c4d187721853_211)[, 202](#id439cff6ef3449f1bf59c4d187721853_211)[3](#id439cff6ef3449f1bf59c4d187721853_211)[, December](#id439cff6ef3449f1bf59c4d187721853_211) [31](#id439cff6ef3449f1bf59c4d187721853_211)[, 202](#id439cff6ef3449f1bf59c4d187721853_211)[2](#id439cff6ef3449f1bf59c4d187721853_211)[,] [added: 3](#i561a2db4128e45bf8cf130054af8f347_214)[0](#i561a2db4128e45bf8cf130054af8f347_214)[, 202](#i561a2db4128e45bf8cf130054af8f347_214)[3](#i561a2db4128e45bf8cf130054af8f347_214)[,] and [removed: December 2](#id439cff6ef3449f1bf59c4d187721853_211)[5](#id439cff6ef3449f1bf59c4d187721853_211)[, 202](#id439cff6ef3449f1bf59c4d187721853_211)[1](#id439cff6ef3449f1bf59c4d187721853_211)] [added: December](#i561a2db4128e45bf8cf130054af8f347_214) [31](#i561a2db4128e45bf8cf130054af8f347_214)[, 202](#i561a2db4128e45bf8cf130054af8f347_214)[2](#i561a2db4128e45bf8cf130054af8f347_214)] | | | [removed: S-[1](#id439cff6ef3449f1bf59c4d187721853_211)] [added: S-[1](#i561a2db4128e45bf8cf130054af8f347_214)] | | |

| 4.25 | | | | | | [Description of Kraft Heinz Securities registered under Section 12 of the Exchange [removed: 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)] [added: Act](https://www.sec.gov/Archives/edgar/data/1637459/000163745925000011/a425-descriptionofsecuriti.htm)[.*](https://www.sec.gov/Archives/edgar/data/1637459/000163745925000011/a425-descriptionofsecuriti.htm)] | | |

| 10.7 | | | | | | [The Kraft Heinz Company Amended & Restated Deferred Compensation Plan for Non-Management [removed: Directors.+*](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit107-ardeferredcompe.htm)] [added: Directors](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm) [](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm)[(incorporated by reference to Exhibit 10.](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm)[7](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm) [of the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023, filed on February 15, 2024).+](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm)] | | |

| 10.41 | | | | | | [2024 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Non-Qualified Stock Option Award [removed: Agreement.+*](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit1041q42023formofopt.htm)] [added: Agreement](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm) [](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm)[(incorporated by reference to Exhibit 10.4](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm)[1](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm) [of the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023, filed on February 15, 2024).+](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm)] | | |

| 10.42 | | | | | | [2024 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Performance Share Award [removed: Notice.+*](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit1042q42023formofpsu.htm)] [added: Notice](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm) [](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm)[(incorporated by reference to Exhibit 10.4](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm)[2](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm) [of the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023, filed on February 15, 2024).+](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm)] | | |

| 10.43 | | | | | | [2024 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Restricted Stock Unit Award [removed: Agreement.+*](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit1043q42023formofrsu.htm)] [added: Agreement](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm) [](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm)[(incorporated by reference to Exhibit 10.4](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm)[3](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm) [of the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023, filed on February 15, 2024).+](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm)] | | |

| 10.44 | | | | | | [2024 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Matching Restricted Stock Unit Award [removed: Agreement.+*](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit1044q42023formofmat.htm)] [added: Agreement](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm) [](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm)[(incorporated by reference to Exhibit 10.4](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm)[4](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm) [of the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023, filed on February 15, 2024).+](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm)] | | |

| 10.45 | | | | | | [2024 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Deferred Stock Award [removed: Agreement.+*](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit1045q42023deferreds.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit1045q42023deferreds.htm) [](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit1045q42023deferreds.htm)[(incorporated by reference to Exhibit 10.45 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 202](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit1045q42023deferreds.htm)[3](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit1045q42023deferreds.htm)[, filed on February 15, 2024).+](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit1045q42023deferreds.htm)] | | |

| 21.1 | | | | | | [List of subsidiaries of The Kraft Heinz [removed: Company.*](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit211q42023.htm)] [added: Company.*](https://www.sec.gov/Archives/edgar/data/1637459/000163745925000011/exhibit211q42024.htm)] | | |

| 22.1 | | | | | | [List of Guarantor [removed: Subsidiaries.*](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit221q42023.htm)] [added: Subsidiaries.*](https://www.sec.gov/Archives/edgar/data/1637459/000163745925000011/exhibit221q42024.htm)] | | |

| 23.1 | | | | | | [Consent of PricewaterhouseCoopers [removed: LLP.*](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit231q42023.htm)] [added: LLP.*](https://www.sec.gov/Archives/edgar/data/1637459/000163745925000011/exhibit231q42024.htm)] | | |

| 24.1 | | | | | | [Power of [removed: Attorney.*](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit241q42023.htm)] [added: Attorney.*](https://www.sec.gov/Archives/edgar/data/1637459/000163745925000011/exhibit241q42024.htm)] | | |

| 31.1 | | | | | | [Certification of Chief Executive Officer pursuant to Rule 13a 14(a)/15d 14(a) of the Securities Exchange Act of [removed: 1934.*](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit311q42023.htm)] [added: 1934.*](https://www.sec.gov/Archives/edgar/data/1637459/000163745925000011/exhibit311q42024.htm)] | | |

| 31.2 | | | | | | [Certification of Chief Financial Officer pursuant to Rule 13a 14(a)/15d 14(a) of the Securities Exchange Act of [removed: 1934.*](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit312q42023.htm)] [added: 1934.*](https://www.sec.gov/Archives/edgar/data/1637459/000163745925000011/exhibit312q42024.htm)] | | |

| 32.1 | | | | | | [Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit321q42023.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1637459/000163745925000011/exhibit321q42024.htm)] | | |

| 32.2 | | | | | | [Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit322q42023.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1637459/000163745925000011/exhibit322q42024.htm)] | | |

| [removed: 97.1] [added: 19.1] | | | | | | [The Kraft Heinz [removed: 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)] [added: Insider Trading Policy.*](https://www.sec.gov/Archives/edgar/data/1637459/000163745925000011/a191-khcinsidertradingpoli.htm)] | | |

| 101.1 | | | | | | The following materials from The Kraft Heinz Company’s Annual Report on Form 10-K for the period ended December [removed: 30, 2023] [added: 28, 2024] formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Equity, (v) the Consolidated Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements, and (vii) document and entity information.* | | |

| 104.1 | | | | | | The cover page from The Kraft Heinz Company’s Annual Report on Form 10-K for the period ended December [removed: 30, 2023,] [added: 28, 2024,] formatted in inline XBRL.* | | |

| 4.34 | | | | | | [Eleventh Supplemental Indenture, dated as of March 1, 2024, relating to the €550,000,000 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 8-K, filed on March 1, 2024).](http://www.sec.gov/ix?doc=/Archives/edgar/data/0001637459/000119312524055957/d794730d8k.htm) | | |

| 4.35 | | | | | | [Form of €550,000,000 Senior Notes due 2029 (included as Exhibit A to Exhibit 4.](http://www.sec.gov/ix?doc=/Archives/edgar/data/0001637459/000119312524055957/d794730d8k.htm)[34](http://www.sec.gov/ix?doc=/Archives/edgar/data/0001637459/000119312524055957/d794730d8k.htm)[).](http://www.sec.gov/ix?doc=/Archives/edgar/data/0001637459/000119312524055957/d794730d8k.htm) | | |

| 10.46 | | | | | | [Separation Agreement and General Release, dated August 5, 2024, between The Kraft Heinz Company and Rashida La Lande (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 28, 2024, filed on October 30, 2024).+](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000144/exhibit101separationagreem.htm) | | |

| 10.47 | | | | | | [Second Amendment, dated June 21, 2024, to the Credit Agreement dated 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 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 28, 2024, filed on October 30, 2024).](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000144/khc-20240928.htm) | | |

| 10.48 | | | | | | [Third Amendment, dated September 27, 2024, to the Credit Agreement dated 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 September 27, 2024).](http://www.sec.gov/ix?doc=/Archives/edgar/data/0001637459/000119312524228000/d833675d8k.htm) | | |

| 97.1 | | | | | | [The Kraft Heinz Clawback Policy](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit971clawbackpolicy.htm) [](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit971clawbackpolicy.htm)[(incorporated by reference to Exhibit 97.1 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 202](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit971clawbackpolicy.htm)[3](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit971clawbackpolicy.htm)[, filed on February 15, 2024).](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit971clawbackpolicy.htm) | | |

| Date: | | | February [removed: 15, 2024] [added: 13, 2025] | | | | | | | | |

| /s/ Carlos Abrams-Rivera | | | | | | Chief Executive Officer and Director | | | | | | February [removed: 15, 2024] [added: 13, 2025] | | |

| /s/ Andre Maciel | | | | | | Executive Vice President and Global Chief Financial Officer | | | | | | February [removed: 15, 2024] [added: 13, 2025] | | |

| /s/ Vince Garlati | | | | | | Vice President and Global Controller | | | | | | February [removed: 15, 2024] [added: 13, 2025] | | |

| * | | | | | | Chair of the Board | | | | | | February [removed: 15, 2024] [added: 13, 2025] | | |

| * | | | | | | Vice Chair of the Board | | | | | | February [removed: 15, 2024] [added: 13, 2025] | | |

| * | | | | | | Lead Director | | | | | | February [removed: 15, 2024] [added: 13, 2025] | | |

| * | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 13, 2025] | | |

For the Years Ended December [added: 28, 2024, December] 30, 2023, [removed: December 31, 2022,] and December [removed: 25, 2021][added: 31, 2022]

| Year ended December [removed: 25, 2021] [added: 28, 2024] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Allowances related to trade accounts receivable | | | $ | [removed: 48] [added: 38] | | | | | $ | [removed: 5] [added: (10)] | | | | | $ | [removed: 1] [added: (1)] | | | | | $ | [removed: (6)] [added: (1)] | | | | | $ | [removed: 48] [added: 26] | |

| Allowances related to deferred taxes | | | [removed: 105] [added: 102] | | | | | | [removed: 1] [added: 749] | | | | | | — | | | | | | [removed: (5)] [added: —] | | | | | | [removed: 101] [added: 851] | | |

| * | | | | | | Director | | | | | | February 13, 2025 | | |

| * | | | | | | Director | | | | | | February 13, 2025 | | |

| * | | | | | | Director | | | | | | February 13, 2025 | | |

| * | | | | | | Director | | | | | | February 13, 2025 | | |

| * | | | | | | Director | | | | | | February 13, 2025 | | |

| * | | | | | | Director | | | | | | February 13, 2025 | | |

| * | | | | | | Director | | | | | | February 13, 2025 | | |

| Debby Soo | | | | | | | | | | | | | | |

| | | | February 13, 2025 | | |

| | | | $ | 140 | | | | | $ | 739 | | | | | $ | (1) | | | | | $ | (1) | | | | | $ | 877 | |

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

| Gregory E. Abel | | | | | | | | | | | | | | |

| Susan Mulder | | | | | | | | | | | | | | |

| | | | February 15, 2024 | | |

| | | | $ | 153 | | | | | $ | 6 | | | | | $ | 1 | | | | | $ | (11) | | | | | $ | 149 | |