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Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 25, 2021

or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-37482

khc-20210925_g1.jpg

The Kraft Heinz Company

(Exact name of registrant as specified in its charter)

Delaware46-2078182
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
One PPG Place,Pittsburgh,Pennsylvania15222
(Address of principal executive offices)(Zip Code)

(412) 456-5700

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.01 par valueKHCThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 23, 2021, there were 1,225,261,485 shares of the registrant’s common stock outstanding.

Table of Contents

PART I - FINANCIAL INFORMATION1
Item 1. Financial Statements.1
Condensed Consolidated Statements of Income1
Condensed Consolidated Statements of Comprehensive Income2
Condensed Consolidated Balance Sheets3
Condensed Consolidated Statements of Equity4
Condensed Consolidated Statements of Cash Flows6
Notes to Condensed Consolidated Financial Statements7
Note 1. Basis of Presentation7
Note 2. Significant Accounting Policies8
Note 3. New Accounting Standards8
Note 4. Acquisitions and Divestitures8
Note 5. Restructuring Activities12
Note 6. Restricted Cash13
Note 7. Inventories13
Note 8. Goodwill and Intangible Assets14
Note 9. Income Taxes18
Note 10. Employees’ Stock Incentive Plans19
Note 11. Postemployment Benefits19
Note 12. Financial Instruments21
Note 13. Accumulated Other Comprehensive Income/(Losses)27
Note 14. Financing Arrangements29
Note 15. Commitments, Contingencies, and Debt29
Note 16. Earnings Per Share35
Note 17. Segment Reporting35
Note 18. Other Financial Data37
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.39
Overview39
Consolidated Results of Operations39
Results of Operations by Segment44
Liquidity and Capital Resources48
Commodity Trends52
Off-Balance Sheet Arrangements and Aggregate Contractual Obligations52
Equity and Dividends52
Critical Accounting Estimates53
New Accounting Pronouncements56
Contingencies56
Non-GAAP Financial Measures56
Forward-Looking Statements62
Item 3. Quantitative and Qualitative Disclosures about Market Risk.63
Item 4. Controls and Procedures.63
PART II - OTHER INFORMATION64
Item 1. Legal Proceedings.64
Item 1A. Risk Factors.64
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.64
Item 6. Exhibits.65
Signatures66

Unless the context otherwise requires, the terms “we,” “us,” “our,” “Kraft Heinz,” and the “Company” each refer to The Kraft Heinz Company and all of its consolidated subsidiaries.

PART I - FINANCIAL INFORMATION

Next: Item 1. Financial Statements.