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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Virginia
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36-3083135
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Three Lakes Drive, Northfield, Illinois
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60093-2753
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(Address of principal executive offices)
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(Zip Code)
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Page No.
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Part I -
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Part II -
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Item 1.
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Item 1A.
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Item 2.
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Item 6.
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For the Three Months Ended
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||||||
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March 28,
2015 |
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March 29,
2014 |
||||
Net revenues
|
$
|
4,352
|
|
|
$
|
4,362
|
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Cost of sales
|
3,019
|
|
|
2,802
|
|
||
Gross profit
|
1,333
|
|
|
1,560
|
|
||
Selling, general and administrative expenses
|
593
|
|
|
658
|
|
||
Asset impairment and exit costs
|
—
|
|
|
(2
|
)
|
||
Operating income
|
740
|
|
|
904
|
|
||
Interest and other expense, net
|
107
|
|
|
116
|
|
||
Earnings before income taxes
|
633
|
|
|
788
|
|
||
Provision for income taxes
|
204
|
|
|
275
|
|
||
Net earnings
|
$
|
429
|
|
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$
|
513
|
|
Per share data:
|
|
|
|
||||
Basic earnings per share
|
$
|
0.73
|
|
|
$
|
0.86
|
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Diluted earnings per share
|
$
|
0.72
|
|
|
$
|
0.85
|
|
Dividends declared
|
$
|
0.55
|
|
|
$
|
0.525
|
|
|
For the Three Months Ended
|
||||||
|
March 28,
2015 |
|
March 29,
2014 |
||||
Net earnings
|
$
|
429
|
|
|
$
|
513
|
|
Other comprehensive (losses) / earnings:
|
|
|
|
||||
Currency translation adjustment
|
(64
|
)
|
|
(38
|
)
|
||
Postemployment benefits:
|
|
|
|
||||
Amortization of prior service credits and other amounts reclassified from accumulated other comprehensive losses
|
(6
|
)
|
|
(6
|
)
|
||
Tax benefit
|
2
|
|
|
2
|
|
||
Derivatives accounted for as hedges:
|
|
|
|
||||
Net derivative gains
|
56
|
|
|
53
|
|
||
Amounts reclassified from accumulated other comprehensive losses
|
(63
|
)
|
|
(16
|
)
|
||
Tax benefit / (expense)
|
3
|
|
|
(14
|
)
|
||
Total other comprehensive losses
|
(72
|
)
|
|
(19
|
)
|
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Comprehensive earnings
|
$
|
357
|
|
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$
|
494
|
|
|
March 28,
2015 |
|
December 27,
2014 |
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,178
|
|
|
$
|
1,293
|
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Receivables (net of allowances of $21 in 2015 and 2014)
|
1,219
|
|
|
1,080
|
|
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Inventories
|
1,886
|
|
|
1,775
|
|
||
Deferred income taxes
|
382
|
|
|
384
|
|
||
Other current assets
|
339
|
|
|
259
|
|
||
Total current assets
|
5,004
|
|
|
4,791
|
|
||
Property, plant and equipment, net
|
4,194
|
|
|
4,192
|
|
||
Goodwill
|
11,313
|
|
|
11,404
|
|
||
Intangible assets, net
|
2,238
|
|
|
2,234
|
|
||
Other assets
|
385
|
|
|
326
|
|
||
TOTAL ASSETS
|
$
|
23,134
|
|
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$
|
22,947
|
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LIABILITIES
|
|
|
|
||||
Current portion of long-term debt
|
$
|
1,406
|
|
|
$
|
1,405
|
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Accounts payable
|
1,629
|
|
|
1,537
|
|
||
Accrued marketing
|
500
|
|
|
511
|
|
||
Accrued employment costs
|
84
|
|
|
163
|
|
||
Dividends payable
|
326
|
|
|
324
|
|
||
Accrued postretirement health care costs
|
191
|
|
|
192
|
|
||
Other current liabilities
|
748
|
|
|
641
|
|
||
Total current liabilities
|
4,884
|
|
|
4,773
|
|
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Long-term debt
|
8,626
|
|
|
8,627
|
|
||
Deferred income taxes
|
292
|
|
|
340
|
|
||
Accrued pension costs
|
1,100
|
|
|
1,105
|
|
||
Accrued postretirement health care costs
|
3,380
|
|
|
3,399
|
|
||
Other liabilities
|
335
|
|
|
338
|
|
||
TOTAL LIABILITIES
|
18,617
|
|
|
18,582
|
|
||
Commitments and Contingencies (Note 10)
|
|
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||||
EQUITY
|
|
|
|
||||
Common stock, no par value (5,000,000,000 shares authorized; 604,583,114 shares issued at March 28, 2015 and 601,402,816 at December 27, 2014)
|
—
|
|
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—
|
|
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Additional paid-in capital
|
4,820
|
|
|
4,678
|
|
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Retained earnings
|
1,148
|
|
|
1,045
|
|
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Accumulated other comprehensive losses
|
(634
|
)
|
|
(562
|
)
|
||
Treasury stock, at cost
|
(817
|
)
|
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(796
|
)
|
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TOTAL EQUITY
|
4,517
|
|
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4,365
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TOTAL LIABILITIES AND EQUITY
|
$
|
23,134
|
|
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$
|
22,947
|
|
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Common
Stock |
|
Additional
Paid-in Capital |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Losses |
|
Treasury
Stock |
|
Total
Equity |
||||||||||||
Balance at December 28, 2013
|
$
|
—
|
|
|
$
|
4,434
|
|
|
$
|
1,281
|
|
|
$
|
(499
|
)
|
|
$
|
(29
|
)
|
|
$
|
5,187
|
|
Comprehensive earnings / (losses):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net earnings
|
—
|
|
|
—
|
|
|
1,043
|
|
|
—
|
|
|
—
|
|
|
1,043
|
|
||||||
Other comprehensive losses, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
(63
|
)
|
|
—
|
|
|
(63
|
)
|
||||||
Exercise of stock options, issuance of other stock awards, and other
|
—
|
|
|
244
|
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
223
|
|
||||||
Repurchase of common stock under share repurchase program
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(746
|
)
|
|
(746
|
)
|
||||||
Dividends declared ($2.15 per share)
|
—
|
|
|
—
|
|
|
(1,279
|
)
|
|
—
|
|
|
—
|
|
|
(1,279
|
)
|
||||||
Balance at December 27, 2014
|
$
|
—
|
|
|
$
|
4,678
|
|
|
$
|
1,045
|
|
|
$
|
(562
|
)
|
|
$
|
(796
|
)
|
|
$
|
4,365
|
|
Comprehensive earnings / (losses):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net earnings
|
—
|
|
|
—
|
|
|
429
|
|
|
—
|
|
|
—
|
|
|
429
|
|
||||||
Other comprehensive losses, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
(72
|
)
|
|
—
|
|
|
(72
|
)
|
||||||
Exercise of stock options, issuance of other stock awards, and other
|
—
|
|
|
142
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
122
|
|
||||||
Repurchase of common stock under share repurchase program
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Dividends declared ($0.55 per share)
|
—
|
|
|
—
|
|
|
(326
|
)
|
|
—
|
|
|
—
|
|
|
(326
|
)
|
||||||
Balance at March 28, 2015
|
$
|
—
|
|
|
$
|
4,820
|
|
|
$
|
1,148
|
|
|
$
|
(634
|
)
|
|
$
|
(817
|
)
|
|
$
|
4,517
|
|
|
For the Three Months Ended
|
||||||
|
March 28,
2015 |
|
March 29,
2014 |
||||
CASH PROVIDED BY / (USED IN) OPERATING ACTIVITIES
|
|
|
|
||||
Net earnings
|
$
|
429
|
|
|
$
|
513
|
|
Adjustments to reconcile net earnings to operating cash flows:
|
|
|
|
||||
Depreciation and amortization
|
102
|
|
|
96
|
|
||
Stock-based compensation expense
|
16
|
|
|
29
|
|
||
Deferred income tax provision
|
(51
|
)
|
|
(14
|
)
|
||
Market-based impacts to postemployment benefit plans
|
77
|
|
|
(49
|
)
|
||
Other non-cash expense, net
|
7
|
|
|
5
|
|
||
Change in assets and liabilities:
|
|
|
|
||||
Receivables, net
|
(129
|
)
|
|
(149
|
)
|
||
Inventories
|
(198
|
)
|
|
(243
|
)
|
||
Accounts payable
|
89
|
|
|
37
|
|
||
Other current assets
|
(24
|
)
|
|
(24
|
)
|
||
Other current liabilities
|
41
|
|
|
66
|
|
||
Change in pension and postretirement assets and liabilities, net
|
(25
|
)
|
|
(16
|
)
|
||
Net cash provided by operating activities
|
334
|
|
|
251
|
|
||
CASH (USED IN) / PROVIDED BY INVESTING ACTIVITIES
|
|
|
|
||||
Capital expenditures
|
(139
|
)
|
|
(76
|
)
|
||
Other investing activities
|
(3
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(142
|
)
|
|
(76
|
)
|
||
CASH (USED IN) / PROVIDED BY FINANCING ACTIVITIES
|
|
|
|
||||
Dividends paid
|
(324
|
)
|
|
(313
|
)
|
||
Repurchase of common stock under share repurchase program
|
(7
|
)
|
|
(113
|
)
|
||
Proceeds from stock option exercises
|
26
|
|
|
40
|
|
||
Other financing activities
|
12
|
|
|
10
|
|
||
Net cash used in financing activities
|
(293
|
)
|
|
(376
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(14
|
)
|
|
(3
|
)
|
||
Cash and cash equivalents:
|
|
|
|
||||
Decrease
|
(115
|
)
|
|
(204
|
)
|
||
Balance at beginning of period
|
1,293
|
|
|
1,686
|
|
||
Balance at end of period
|
$
|
1,178
|
|
|
$
|
1,482
|
|
|
March 28,
2015 |
|
December 27,
2014 |
||||
|
(in millions)
|
||||||
Raw materials
|
$
|
497
|
|
|
$
|
481
|
|
Work in process
|
280
|
|
|
296
|
|
||
Finished product
|
1,109
|
|
|
998
|
|
||
Inventories
|
$
|
1,886
|
|
|
$
|
1,775
|
|
|
March 28,
2015 |
|
December 27,
2014 |
||||
|
(in millions)
|
||||||
Land
|
$
|
79
|
|
|
$
|
79
|
|
Buildings and improvements
|
1,891
|
|
|
1,881
|
|
||
Machinery and equipment
|
5,633
|
|
|
5,619
|
|
||
Construction in progress
|
512
|
|
|
464
|
|
||
|
8,115
|
|
|
8,043
|
|
||
Accumulated depreciation
|
(3,921
|
)
|
|
(3,851
|
)
|
||
Property, plant and equipment, net
|
$
|
4,194
|
|
|
$
|
4,192
|
|
|
March 28,
2015 |
|
December 27,
2014 |
||||
|
(in millions)
|
||||||
Cheese
|
$
|
3,000
|
|
|
$
|
3,000
|
|
Refrigerated Meals
|
985
|
|
|
985
|
|
||
Beverages
|
1,290
|
|
|
1,290
|
|
||
Meals & Desserts
|
1,572
|
|
|
1,572
|
|
||
Enhancers & Snack Nuts
|
2,644
|
|
|
2,644
|
|
||
Canada
|
969
|
|
|
1,051
|
|
||
Other Businesses
|
853
|
|
|
862
|
|
||
Goodwill
|
$
|
11,313
|
|
|
$
|
11,404
|
|
|
For the Three Months Ended
|
||||||
|
March 28,
2015 |
|
March 29,
2014 |
||||
|
(in millions)
|
||||||
Asset impairment and exit costs
|
$
|
—
|
|
|
$
|
(2
|
)
|
Cost of sales
|
36
|
|
|
7
|
|
||
Selling, general and administrative expenses
|
2
|
|
|
9
|
|
||
|
$
|
38
|
|
|
$
|
14
|
|
|
For the Three Months Ended
|
||||||
|
March 28, 2015
|
|
March 29, 2014
|
||||
|
(in millions)
|
||||||
Cheese
|
$
|
1
|
|
|
$
|
4
|
|
Refrigerated Meals
|
10
|
|
|
2
|
|
||
Beverages
|
1
|
|
|
(1
|
)
|
||
Meals & Desserts
|
22
|
|
|
—
|
|
||
Enhancers & Snack Nuts
|
—
|
|
|
4
|
|
||
Canada
|
3
|
|
|
—
|
|
||
Other Businesses
|
1
|
|
|
—
|
|
||
Corporate expenses
|
—
|
|
|
5
|
|
||
Total
|
$
|
38
|
|
|
$
|
14
|
|
|
Shares
Issued |
|
Treasury
Shares |
|
Shares
Outstanding |
|||
Balance at December 27, 2014
|
601,402,816
|
|
|
(14,070,872
|
)
|
|
587,331,944
|
|
Shares of common stock repurchased
|
—
|
|
|
(20,000
|
)
|
|
(20,000
|
)
|
Exercise of stock options, issuance of other stock awards and other
|
3,180,298
|
|
|
(303,621
|
)
|
|
2,876,677
|
|
Balance at March 28, 2015
|
604,583,114
|
|
|
(14,394,493
|
)
|
|
590,188,621
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
For the Three Months Ended
|
|
For the Three Months Ended
|
||||||||||||
|
March 28,
2015 |
|
March 29,
2014 |
|
March 28,
2015 |
|
March 29,
2014 |
||||||||
|
(in millions)
|
||||||||||||||
Service cost
|
$
|
24
|
|
|
$
|
21
|
|
|
$
|
4
|
|
|
$
|
4
|
|
Interest cost
|
71
|
|
|
72
|
|
|
12
|
|
|
14
|
|
||||
Expected return on plan assets
|
(84
|
)
|
|
(81
|
)
|
|
(15
|
)
|
|
(15
|
)
|
||||
Actuarial losses / (gains)
|
40
|
|
|
(32
|
)
|
|
1
|
|
|
(6
|
)
|
||||
Amortization of prior service costs
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Net pension cost / (benefit)
|
$
|
53
|
|
|
$
|
(19
|
)
|
|
$
|
2
|
|
|
$
|
(3
|
)
|
|
For the Three Months Ended
|
||||||
|
March 28,
2015 |
|
March 29,
2014 |
||||
|
(in millions)
|
||||||
Service cost
|
$
|
7
|
|
|
$
|
7
|
|
Interest cost
|
37
|
|
|
37
|
|
||
Actuarial losses / (gains)
|
27
|
|
|
(20
|
)
|
||
Amortization of prior service credits
|
(8
|
)
|
|
(7
|
)
|
||
Net postretirement health care cost
|
$
|
63
|
|
|
$
|
17
|
|
|
March 28, 2015
|
||||||||||||||||||||||||||||||
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total Fair Value
|
||||||||||||||||||||||||
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commodity contracts
|
$
|
3
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
10
|
|
Foreign exchange contracts
|
—
|
|
|
—
|
|
|
140
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
140
|
|
|
—
|
|
||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commodity contracts
|
35
|
|
|
89
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
90
|
|
||||||||
Foreign exchange contracts
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||||
Total fair value
|
$
|
38
|
|
|
$
|
99
|
|
|
$
|
141
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
179
|
|
|
$
|
100
|
|
|
December 27, 2014
|
||||||||||||||||||||||||||||||
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total Fair Value
|
||||||||||||||||||||||||
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commodity contracts
|
$
|
2
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
5
|
|
Foreign exchange contracts
|
—
|
|
|
—
|
|
|
80
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80
|
|
|
—
|
|
||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commodity contracts
|
46
|
|
|
99
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
46
|
|
|
103
|
|
||||||||
Total fair value
|
$
|
48
|
|
|
$
|
104
|
|
|
$
|
80
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
128
|
|
|
$
|
108
|
|
|
Notional Amount
|
||||||
|
March 28,
2015 |
|
December 27,
2014 |
||||
|
(in millions)
|
||||||
Commodity contracts
|
$
|
1,326
|
|
|
$
|
1,543
|
|
Foreign exchange contracts
|
1,259
|
|
|
1,074
|
|
|
For the Three Months Ended
|
||||||
|
March 28,
2015 |
|
March 29,
2014 |
||||
|
(in millions)
|
||||||
Accumulated other comprehensive losses at beginning of period
|
$
|
(125
|
)
|
|
$
|
(129
|
)
|
Unrealized (losses) / gains:
|
|
|
|
||||
Commodity contracts
|
(7
|
)
|
|
21
|
|
||
Foreign exchange contracts
|
43
|
|
|
12
|
|
||
|
36
|
|
|
33
|
|
||
Transfer of realized losses / (gains) to earnings:
|
|
|
|
||||
Commodity contracts
|
1
|
|
|
3
|
|
||
Foreign exchange contracts
|
(43
|
)
|
|
(15
|
)
|
||
Interest rate contracts
|
2
|
|
|
2
|
|
||
|
(40
|
)
|
|
(10
|
)
|
||
Accumulated other comprehensive losses at end of period
|
$
|
(129
|
)
|
|
$
|
(106
|
)
|
|
For the Three Months Ended
|
||||||
|
March 28,
2015 |
|
March 29,
2014 |
||||
|
(in millions)
|
||||||
Commodity contracts
|
$
|
(2
|
)
|
|
$
|
41
|
|
•
|
cost of sales for commodity contracts;
|
•
|
cost of sales for foreign exchange contracts related to forecasted transactions; and
|
•
|
interest and other expense, net for foreign exchange contracts related to intercompany loans and interest rate contracts.
|
•
|
commodity transactions for periods not exceeding the next
two years
;
|
•
|
foreign currency transactions for periods not exceeding the next
four years
; and
|
•
|
interest rate transactions for periods not exceeding the next
28 years
.
|
|
For the Three Months Ended
|
|
Location of
(Losses) / Gains
Recognized in
Earnings
|
||||||
|
March 28,
2015 |
|
March 29,
2014 |
|
|||||
|
(in millions)
|
|
|
||||||
Commodity contracts
|
$
|
(26
|
)
|
|
$
|
32
|
|
|
Cost of sales
|
Foreign exchange contracts
|
1
|
|
|
4
|
|
|
Selling, general and administrative expenses
|
||
|
$
|
(25
|
)
|
|
$
|
36
|
|
|
|
|
Foreign
Currency Adjustments |
|
Postemployment
Benefit Plan Adjustments |
|
Derivative
Hedging Adjustments |
|
Total
Accumulated Other Comprehensive Losses |
||||||||
|
(in millions)
|
||||||||||||||
Balance at December 27, 2014
|
$
|
(518
|
)
|
|
$
|
81
|
|
|
$
|
(125
|
)
|
|
$
|
(562
|
)
|
Other comprehensive (losses) / gains before reclassifications
|
(64
|
)
|
|
—
|
|
|
36
|
|
|
(28
|
)
|
||||
Amounts reclassified from accumulated other comprehensive losses
|
—
|
|
|
(4
|
)
|
|
(40
|
)
|
|
(44
|
)
|
||||
Net current-period other comprehensive losses
|
(64
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|
(72
|
)
|
||||
Balance at March 28, 2015
|
$
|
(582
|
)
|
|
$
|
77
|
|
|
$
|
(129
|
)
|
|
$
|
(634
|
)
|
|
Amounts Reclassified from Accumulated Other Comprehensive Losses
|
|
|
||||||
|
For the Three Months Ended
|
|
|
||||||
Details about Accumulated Other Comprehensive Losses Components
|
March 28,
2015 |
|
March 29,
2014 |
|
Affected Line Item in
the Statement Where Net Income is Presented |
||||
|
(in millions)
|
|
|
||||||
Derivative hedging losses / (gains)
|
|
|
|
|
|
||||
Commodity contracts
|
$
|
2
|
|
|
$
|
5
|
|
|
Cost of sales
|
Foreign exchange contracts
|
(8
|
)
|
|
(8
|
)
|
|
Cost of sales
|
||
Foreign exchange contracts
|
(60
|
)
|
|
(16
|
)
|
|
Interest and other expense, net
|
||
Interest rate contracts
|
3
|
|
|
3
|
|
|
Interest and other expense, net
|
||
Total before tax
|
(63
|
)
|
|
(16
|
)
|
|
Earnings before income taxes
|
||
Tax benefit
|
23
|
|
|
6
|
|
|
Provision for income taxes
|
||
Total net of tax
|
$
|
(40
|
)
|
|
$
|
(10
|
)
|
|
Net earnings
|
|
|
|
|
|
|
||||
Postemployment benefit plan adjustments
|
|
|
|
|
|
||||
Amortization of prior service credits
|
$
|
(6
|
)
|
|
$
|
(6
|
)
|
|
(1)
|
Total before tax
|
(6
|
)
|
|
(6
|
)
|
|
Earnings before income taxes
|
||
Tax benefit
|
2
|
|
|
2
|
|
|
Provision for income taxes
|
||
Total net of tax
|
$
|
(4
|
)
|
|
$
|
(4
|
)
|
|
Net earnings
|
(1)
|
These accumulated other comprehensive losses components are included in the computation of net periodic pension and postretirement health care costs. See Note 8,
Postemployment Benefit Plans
, for additional information.
|
|
For the Three Months Ended
|
||||||
|
March 28,
2015 |
|
March 29,
2014 |
||||
|
(in millions, except per share data)
|
||||||
Basic EPS:
|
|
|
|
||||
Net earnings
|
$
|
429
|
|
|
$
|
513
|
|
Earnings allocated to participating securities
|
1
|
|
|
2
|
|
||
Earnings available to common shareholders - basic
|
$
|
428
|
|
|
$
|
511
|
|
Weighted average shares of common stock outstanding
|
588
|
|
|
596
|
|
||
Net earnings per share
|
$
|
0.73
|
|
|
$
|
0.86
|
|
Diluted EPS:
|
|
|
|
||||
Net earnings
|
$
|
429
|
|
|
$
|
513
|
|
Earnings allocated to participating securities
|
1
|
|
|
2
|
|
||
Earnings available to common shareholders - diluted
|
$
|
428
|
|
|
$
|
511
|
|
Weighted average shares of common stock outstanding
|
588
|
|
|
596
|
|
||
Effect of dilutive securities
|
5
|
|
|
5
|
|
||
Weighted average shares of common stock outstanding, including dilutive effect
|
593
|
|
|
601
|
|
||
Net earnings per share
|
$
|
0.72
|
|
|
$
|
0.85
|
|
•
|
Market-based impacts and certain other components of our postemployment benefit plans (which are components of cost of sales and selling, general and administrative expenses) because we centrally manage postemployment benefit plan funding decisions and the determination of discount rates, expected rate of return on plan assets, and other actuarial assumptions.
|
•
|
Unrealized gains and losses on hedging activities (which are a component of cost of sales) in order to provide better transparency of our segment operating results. Unrealized gains and losses on hedging activities, which includes unrealized gains and losses on our commodity derivatives not designated as hedging instruments as well as the ineffective portion of unrealized gains and losses on our commodity derivatives designated as hedging instruments, are recorded in Corporate until realized. Once realized, the gains and losses are recorded within the applicable segment operating results.
|
•
|
Certain general corporate expenses and Proposed Merger transaction costs (which are a component of selling, general and administrative expenses).
|
|
For the Three Months Ended
|
||||||
|
March 28,
2015 |
|
March 29,
2014 |
||||
|
(in millions)
|
||||||
Net revenues:
|
|
|
|
||||
Cheese
|
$
|
1,020
|
|
|
$
|
1,007
|
|
Refrigerated Meals
|
833
|
|
|
816
|
|
||
Beverages
|
702
|
|
|
674
|
|
||
Meals & Desserts
|
488
|
|
|
498
|
|
||
Enhancers & Snack Nuts
|
493
|
|
|
503
|
|
||
Canada
|
382
|
|
|
427
|
|
||
Other Businesses
|
434
|
|
|
437
|
|
||
Net revenues
|
$
|
4,352
|
|
|
$
|
4,362
|
|
|
For the Three Months Ended
|
||||||
|
March 28,
2015 |
|
March 29,
2014 |
||||
|
(in millions)
|
||||||
Earnings before income taxes:
|
|
|
|
||||
Operating income:
|
|
|
|
||||
Cheese
|
$
|
224
|
|
|
$
|
187
|
|
Refrigerated Meals
|
97
|
|
|
96
|
|
||
Beverages
|
123
|
|
|
131
|
|
||
Meals & Desserts
|
132
|
|
|
142
|
|
||
Enhancers & Snack Nuts
|
142
|
|
|
148
|
|
||
Canada
|
62
|
|
|
66
|
|
||
Other Businesses
|
48
|
|
|
59
|
|
||
Market-based impacts to postemployment benefit plans
|
(77
|
)
|
|
49
|
|
||
Certain other postemployment benefit plan income
|
16
|
|
|
11
|
|
||
Unrealized gains on hedging activities
|
2
|
|
|
42
|
|
||
Proposed Merger transaction costs
|
(17
|
)
|
|
—
|
|
||
General corporate expenses
|
(12
|
)
|
|
(27
|
)
|
||
Operating income
|
740
|
|
|
904
|
|
||
Interest and other expense, net
|
107
|
|
|
116
|
|
||
Earnings before income taxes
|
$
|
633
|
|
|
$
|
788
|
|
|
For the Three Months Ended
|
|||||||||
|
March 28,
2015 |
|
March 29,
2014 |
|
% Change
|
|||||
|
(in millions, except per share data)
|
|
||||||||
Net revenues
|
$
|
4,352
|
|
|
$
|
4,362
|
|
|
(0.2
|
)%
|
Operating income
|
$
|
740
|
|
|
$
|
904
|
|
|
(18.1
|
)%
|
Net earnings
|
$
|
429
|
|
|
$
|
513
|
|
|
(16.4
|
)%
|
Diluted earnings per share
|
$
|
0.72
|
|
|
$
|
0.85
|
|
|
(15.3
|
)%
|
|
For the Three Months Ended
|
|||||||||
|
March 28,
2015 |
|
March 29,
2014 |
|
% Change
|
|||||
|
(in millions)
|
|
|
|||||||
Net revenues
|
$
|
4,352
|
|
|
$
|
4,362
|
|
|
(0.2
|
)%
|
Impact of foreign currency
|
53
|
|
|
—
|
|
|
1.2
|
pp
|
||
Sales to Mondelēz International
|
(28
|
)
|
|
(33
|
)
|
|
0.1
|
pp
|
||
Organic Net Revenues
(1)
|
$
|
4,377
|
|
|
$
|
4,329
|
|
|
1.1
|
%
|
Net pricing
|
|
|
|
|
1.2
|
pp
|
||||
Volume/mix
|
|
|
|
|
(0.1
|
)pp
|
(1)
|
Organic Net Revenues is a non-GAAP financial measure. See the
Non-GAAP Financial Measures
section at the end of this item.
|
|
Operating Income
|
|
Change
|
|||
|
(in millions)
|
(percentage point)
|
||||
Operating Income for the Three Months Ended March 29, 2014
|
$
|
904
|
|
|
|
|
Change in volume/mix
|
(12
|
)
|
|
(1.4
|
) pp
|
|
Higher net pricing
|
52
|
|
|
6.0
|
pp
|
|
Higher product costs
|
(56
|
)
|
|
(6.4
|
) pp
|
|
Lower selling, general and administrative expenses
|
68
|
|
|
8.2
|
pp
|
|
Higher expenses for cost savings initiatives
|
(24
|
)
|
|
(2.8
|
) pp
|
|
Proposed Merger transaction costs
|
(17
|
)
|
|
(1.9
|
) pp
|
|
Change in unrealized gains / losses on hedging activities
|
(40
|
)
|
|
(5.0
|
) pp
|
|
Change in market-based impacts to postemployment
benefit plans
|
(126
|
)
|
|
(13.7
|
) pp
|
|
Impact of foreign currency
|
(10
|
)
|
|
(1.2
|
) pp
|
|
Change in other
|
1
|
|
|
0.1
|
pp
|
|
Operating Income for the Three Months Ended March 28, 2015
|
$
|
740
|
|
|
(18.1
|
)%
|
|
Diluted EPS
|
||
Diluted EPS for the Three Months Ended March 29, 2014
|
$
|
0.85
|
|
Change in results from operations
|
0.06
|
|
|
Higher expenses for cost savings initiatives, net of taxes
|
(0.03
|
)
|
|
Proposed Merger transaction costs
|
(0.02
|
)
|
|
Change in unrealized gains / losses on hedging activities
|
(0.04
|
)
|
|
Change in market-based impacts to postemployment benefit plans, net of taxes
|
(0.10
|
)
|
|
Change in taxes
|
(0.01
|
)
|
|
Impact of foreign currency
|
(0.01
|
)
|
|
Change in other
|
0.02
|
|
|
Diluted EPS for the Three Months Ended March 28, 2015
|
$
|
0.72
|
|
|
For the Three Months Ended
|
||||||
|
March 28,
2015 |
|
March 29,
2014 |
||||
|
(in millions)
|
||||||
Net revenues:
|
|
|
|
||||
Cheese
|
$
|
1,020
|
|
|
$
|
1,007
|
|
Refrigerated Meals
|
833
|
|
|
816
|
|
||
Beverages
|
702
|
|
|
674
|
|
||
Meals & Desserts
|
488
|
|
|
498
|
|
||
Enhancers & Snack Nuts
|
493
|
|
|
503
|
|
||
Canada
|
382
|
|
|
427
|
|
||
Other Businesses
|
434
|
|
|
437
|
|
||
Net revenues
|
$
|
4,352
|
|
|
$
|
4,362
|
|
|
For the Three Months Ended
|
||||||
|
March 28,
2015 |
|
March 29,
2014 |
||||
|
(in millions)
|
||||||
Operating income:
|
|
|
|
||||
Cheese
|
$
|
224
|
|
|
$
|
187
|
|
Refrigerated Meals
|
97
|
|
|
96
|
|
||
Beverages
|
123
|
|
|
131
|
|
||
Meals & Desserts
|
132
|
|
|
142
|
|
||
Enhancers & Snack Nuts
|
142
|
|
|
148
|
|
||
Canada
|
62
|
|
|
66
|
|
||
Other Businesses
|
48
|
|
|
59
|
|
||
Market-based impacts to postemployment benefit plans
|
(77
|
)
|
|
49
|
|
||
Certain other postemployment benefit plan income
|
16
|
|
|
11
|
|
||
Unrealized gains on hedging activities
|
2
|
|
|
42
|
|
||
Proposed Merger transaction costs
|
(17
|
)
|
|
—
|
|
||
General corporate expenses
|
(12
|
)
|
|
(27
|
)
|
||
Operating income
|
$
|
740
|
|
|
$
|
904
|
|
•
|
Market-based impacts and certain other components of our postemployment benefit plans (which are a component of cost of sales and selling, general and administrative expenses) because we centrally manage postemployment benefit plan funding decisions and the determination of discount rates, expected rate of return on plan assets, and other actuarial assumptions.
|
•
|
Unrealized gains and losses on hedging activities (which are a component of cost of sales) in order to provide better transparency of our segment operating results. Unrealized gains and losses on hedging activities, which includes unrealized gains and losses on our commodity derivatives not designated as hedging instruments as well as the ineffective portion of unrealized gains and losses on our commodity derivatives designated as hedging instruments, are recorded in Corporate until realized. Once realized, the gains and losses are recorded within the applicable segment operating results.
|
•
|
Certain general corporate expenses and Proposed Merger transaction costs (which are a component of selling, general and administrative expenses).
|
|
For the Three Months Ended
|
|||||||||
|
March 28,
2015 |
|
March 29,
2014 |
|
% Change
|
|||||
|
(in millions)
|
|
|
|||||||
Net revenues
|
$
|
1,020
|
|
|
$
|
1,007
|
|
|
1.3
|
%
|
Organic Net Revenues
(1)
|
1,007
|
|
|
996
|
|
|
1.1
|
%
|
||
Segment operating income
|
224
|
|
|
187
|
|
|
19.8
|
%
|
(1)
|
See the
Non-GAAP Financial Measures
section at the end of this item.
|
|
For the Three Months Ended
|
|||||||||
|
March 28,
2015 |
|
March 29,
2014 |
|
% Change
|
|||||
|
(in millions)
|
|
|
|||||||
Net revenues
|
$
|
833
|
|
|
$
|
816
|
|
|
2.1
|
%
|
Organic Net Revenues
(1)
|
833
|
|
|
816
|
|
|
2.1
|
%
|
||
Segment operating income
|
97
|
|
|
96
|
|
|
1.0
|
%
|
(1)
|
See the
Non-GAAP Financial Measures
section at the end of this item.
|
|
For the Three Months Ended
|
|||||||||
|
March 28,
2015 |
|
March 29,
2014 |
|
% Change
|
|||||
|
(in millions)
|
|
|
|||||||
Net revenues
|
$
|
702
|
|
|
$
|
674
|
|
|
4.2
|
%
|
Organic Net Revenues
(1)
|
702
|
|
|
674
|
|
|
4.2
|
%
|
||
Segment operating income
|
123
|
|
|
131
|
|
|
(6.1
|
)%
|
(1)
|
See the
Non-GAAP Financial Measures
section at the end of this item.
|
|
For the Three Months Ended
|
|||||||||
|
March 28,
2015 |
|
March 29,
2014 |
|
% Change
|
|||||
|
(in millions)
|
|
|
|||||||
Net revenues
|
$
|
488
|
|
|
$
|
498
|
|
|
(2.0
|
)%
|
Organic Net Revenues
(1)
|
488
|
|
|
498
|
|
|
(2.0
|
)%
|
||
Segment operating income
|
132
|
|
|
142
|
|
|
(7.0
|
)%
|
(1)
|
See the
Non-GAAP Financial Measures
section at the end of this item.
|
|
For the Three Months Ended
|
|||||||||
|
March 28,
2015 |
|
March 29,
2014 |
|
% Change
|
|||||
|
(in millions)
|
|
|
|||||||
Net revenues
|
$
|
493
|
|
|
$
|
503
|
|
|
(2.0
|
)%
|
Organic Net Revenues
(1)
|
493
|
|
|
503
|
|
|
(2.0
|
)%
|
||
Segment operating income
|
142
|
|
|
148
|
|
|
(4.1
|
)%
|
(1)
|
See the
Non-GAAP Financial Measures
section at the end of this item.
|
|
For the Three Months Ended
|
|||||||||
|
March 28,
2015 |
|
March 29,
2014 |
|
% Change
|
|||||
|
(in millions)
|
|
|
|||||||
Net revenues
|
$
|
382
|
|
|
$
|
427
|
|
|
(10.5
|
)%
|
Organic Net Revenues
(1)
|
424
|
|
|
423
|
|
|
0.2
|
%
|
||
Segment operating income
|
62
|
|
|
66
|
|
|
(6.1
|
)%
|
(1)
|
See the
Non-GAAP Financial Measures
section at the end of this item.
|
|
For the Three Months Ended
|
|||||||||
|
March 28,
2015 |
|
March 29,
2014 |
|
% Change
|
|||||
|
(in millions)
|
|
|
|||||||
Net revenues
|
$
|
434
|
|
|
$
|
437
|
|
|
(0.7
|
)%
|
Organic Net Revenues
(1)
|
430
|
|
|
419
|
|
|
2.6
|
%
|
||
Segment operating income
|
48
|
|
|
59
|
|
|
(18.6
|
)%
|
(1)
|
See the
Non-GAAP Financial Measures
section at the end of this item.
|
|
Net
Revenues
|
|
Impact of
Currency
|
|
Sales to
Mondelēz
International
|
|
Organic
Net Revenues
|
||||||||
|
(in millions)
|
||||||||||||||
Three Months Ended March 28, 2015
|
|
|
|
|
|
|
|
||||||||
Cheese
|
$
|
1,020
|
|
|
$
|
—
|
|
|
$
|
(13
|
)
|
|
$
|
1,007
|
|
Refrigerated Meals
|
833
|
|
|
—
|
|
|
—
|
|
|
833
|
|
||||
Beverages
|
702
|
|
|
—
|
|
|
—
|
|
|
702
|
|
||||
Meals & Desserts
|
488
|
|
|
—
|
|
|
—
|
|
|
488
|
|
||||
Enhancers & Snack Nuts
|
493
|
|
|
—
|
|
|
—
|
|
|
493
|
|
||||
Canada
|
382
|
|
|
47
|
|
|
(5
|
)
|
|
424
|
|
||||
Other Businesses
|
434
|
|
|
6
|
|
|
(10
|
)
|
|
430
|
|
||||
Total
|
$
|
4,352
|
|
|
$
|
53
|
|
|
$
|
(28
|
)
|
|
$
|
4,377
|
|
Three Months Ended March 29, 2014
|
|
|
|
|
|
|
|
||||||||
Cheese
|
$
|
1,007
|
|
|
$
|
—
|
|
|
$
|
(11
|
)
|
|
$
|
996
|
|
Refrigerated Meals
|
816
|
|
|
—
|
|
|
—
|
|
|
816
|
|
||||
Beverages
|
674
|
|
|
—
|
|
|
—
|
|
|
674
|
|
||||
Meals & Desserts
|
498
|
|
|
—
|
|
|
—
|
|
|
498
|
|
||||
Enhancers & Snack Nuts
|
503
|
|
|
—
|
|
|
—
|
|
|
503
|
|
||||
Canada
|
427
|
|
|
—
|
|
|
(4
|
)
|
|
423
|
|
||||
Other Businesses
|
437
|
|
|
—
|
|
|
(18
|
)
|
|
419
|
|
||||
Total
|
$
|
4,362
|
|
|
$
|
—
|
|
|
$
|
(33
|
)
|
|
$
|
4,329
|
|
|
Total Number
of Shares
(1)
|
|
Average Price
Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Program
(2)
|
|
Dollar Value of Shares that May Yet be Purchased Under the Program
(2)
|
||||||
12/28/2014-1/24/2015
|
56,856
|
|
|
$
|
63.17
|
|
|
20,000
|
|
|
|
||
1/25/2015 - 2/21/2015
|
83,592
|
|
|
66.45
|
|
|
—
|
|
|
|
|||
2/22/2015 - 3/28/2015
|
182,124
|
|
|
64.12
|
|
|
—
|
|
|
$
|
2,252,844,809
|
|
|
For the Quarter Ended March 28, 2015
|
322,572
|
|
|
64.56
|
|
|
20,000
|
|
|
|
Exhibit Number
|
|
Description
|
|
|
|
|
|
2.1
|
|
|
Agreement and Plan of Merger, dated as of March 24, 2015, among H.J. Heinz Holding Corporation, Kite Merger Sub Corp., Kite Merger Sub LLC and Kraft Foods Group, Inc. (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed with the SEC on March 25, 2015 (File No. 001-35491)).
|
|
|
|
|
2.2
|
|
|
First Amendment to the Master Ownership and License Agreement Regarding Trademarks and Related Intellectual Property, by and between Intercontinental Great Brands LLC and Kraft Foods Group Brands LLC, effective as of July 15, 2013.
|
|
|
|
|
2.3
|
|
|
Second Amendment to the Master Ownership and License Agreement Regarding Trademarks and Related Intellectual Property, by and between Intercontinental Great Brands LLC and Kraft Foods Group Brands LLC, effective as of October 1, 2014.
|
|
|
|
|
3.1
|
|
|
Amended and Restated By-Laws of Kraft Foods Group, Inc. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on March 25, 2015 (File No. 001-35491)).
|
|
|
|
|
10.1
|
|
|
Offer of Employment Letter between Kraft Foods Group, Inc. and James Kehoe, dated as of February 17, 2015.+
|
|
|
|
|
10.2
|
|
|
Separation Agreement and General Release between Kraft Foods Group, Inc. and Teri L. List-Stoll, dated as of March 10, 2015.+
|
|
|
|
|
31.1
|
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
|
|
|
|
|
31.2
|
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
|
|
|
|
|
32.1
|
|
|
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
101.1
|
|
|
The following materials from Kraft Foods Group’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2015 formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Earnings, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Equity, (v) the Condensed Consolidated Statements of Cash Flows, (vi) Notes to Condensed Consolidated Financial Statements, and (vii) document and entity information.
|
|
|
|
|
+
|
|
|
Indicates a management contract or compensatory plan or arrangement.
|
INTERCONTINENTAL GREAT BRANDS LLC
|
KRAFT FOODS GROUP BRANDS LLC
|
By: Its Sole Member Intercontinental Brands LLC
|
By
/s/ Susan Frohling
|
/s/ Jonas Bruzas
Jonas Bruzas, Vice President
|
Its: Chief Trademark Counsel
|
1.
|
Amendments
|
1.2.
|
Section 3.1(b)(v) is amended by striking “the United Kingdom, the Republic of Ireland.”
|
2.
|
Miscellaneous
|
KRAFT FOODS GROUP BRANDS LLC
|
INTERCONTINENTAL GREAT BRANDS LLC
|
/s/ Susan H. Frohling
|
/s/ Jonas Bruzas
|
By:Susan H. Frohling
|
By: Jonas Bruzas, Vice President
Intercontinental Brands LLC
|
Its:Manager and Chief Trademarks Counsel
|
Its:sole member
|
Component of Compensation
|
Annual Target
|
Annual Base Salary
|
$700,000
|
Annual Incentive Target Opportunity (90%)
|
$630,000
|
Long-Term Incentive Target Opportunity
|
$1,700,000
|
Total Target Annual Compensation
|
$3,030,000
|
Vehicle and Mix
|
Overview Information from 2014 Grant
|
Performance Shares
60% of total LTI value |
Target performance shares can vest from 0-200% based on business performance over a three-year period. Dividend equivalents are accumulated over the three-year period and paid (in additional shares) based on actual shares that vest
|
Stock Options
20% of total LTI value |
Stock Options are granted at a 7:1 option to full value share ratio and vest pro-rata over a three-year vesting period
|
Restricted Stock Units
20% of total LTI value |
RSUs have a time based three-year cliff vest. During the vesting period, dividend equivalents are paid through payroll consistent in amount and timing with that of common stock shareholders.
|
Stock Sign-On Incentive:
|
$3,000,000 (50% RSUs and 50% stock options)
|
•
|
RSUs will vest 50% after 3-years and 50% after 4-years
|
•
|
Options will vest one-third each year from your hire date
|
/s/ James Kehoe
|
|
02/17/2015
|
Signature
|
|
Date
|
/s/ Teri L. List-Stoll
|
|
Date:
|
March 4, 2015
|
Teri List-Stoll
|
|
|
|
/s/ Steven G. Stoll
|
|
|
|
Witness Signature and Date
|
|
|
|
|
|
|
|
Steven G. Stoll
|
|
|
|
Witness Print Name
|
|
|
|
By:
|
/s/ Jim Savina
|
|
|
|
|
|
|
|
|
Printed Name:
|
Jim Savina
|
|
|
|
|
|
|
|
|
Title:
|
VP, Assoc GC, and CCO
|
|
|
|
|
|
|
|
|
Date:
|
March 10, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Kraft Foods Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Kraft Foods Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|