x
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|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
(State or other jurisdiction of incorporation or organization)
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46-2078182
(I.R.S. Employer Identification No.)
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One PPG Place, Pittsburgh, Pennsylvania
(Address of Principal Executive Offices)
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15222
(Zip Code)
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Title of each class
|
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Name of exchange on which registered
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Common stock, $0.01 par value
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The NASDAQ Stock Market LLC
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
x
(Do not check if a smaller reporting company)
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Smaller reporting company
o
|
|
•
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The consolidated financial statements for the year ended January 3, 2016 (a 53 week period, including a full year of Heinz results and post-2015 Merger results of Kraft);
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•
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The consolidated financial statements for the year ended December 28, 2014 (a 52 week period, including a full year of Heinz results); and
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▪
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The creation of Hawk on February 8, 2013 and
the activity from February 8, 2013 to June 7, 2013, which related primarily to the issuance of debt and recognition of associated issuance costs and interest expense; and
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▪
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All activity subsequent to the 2013 Merger. Therefore, the 2013 Successor Period includes 29 weeks of operating activity (June 8, 2013 to December 29, 2013). We indicate on our financial statements the weeks of operating activities in this period.
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•
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The consolidated financial statements of H. J. Heinz Company prior to the 2013 Merger on June 7, 2013, which includes the period from April 29, 2013 through June 7, 2013 (the “2013 Predecessor Period”); this represents six weeks of activity from April 29, 2013 through the 2013 Merger; and
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•
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The consolidated financial statements of H. J. Heinz Company for the fiscal year from April 30, 2012 to April 28, 2013 (“Fiscal 2013”).
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Successor
|
|
Predecessor
(H. J. Heinz Company) |
|||||||||||
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
April 29 - June 7,
2013 (6 weeks) |
|
April 28,
2013 (52 weeks) |
|||||
Condiments and sauces
|
32
|
%
|
|
50
|
%
|
|
49
|
%
|
|
48
|
%
|
|
47
|
%
|
Cheese and dairy
|
15
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Ambient meals
|
10
|
%
|
|
14
|
%
|
|
14
|
%
|
|
13
|
%
|
|
14
|
%
|
Frozen and chilled meals
|
12
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%
|
|
18
|
%
|
|
19
|
%
|
|
18
|
%
|
|
20
|
%
|
Infant/nutrition
|
5
|
%
|
|
10
|
%
|
|
10
|
%
|
|
11
|
%
|
|
10
|
%
|
|
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Majority Owned and Licensed Trademarks
|
United States
|
|
Kraft, Oscar Mayer, Heinz, Planters, Velveeta, Philadelphia, Lunchables, Maxwell House, Capri Sun, Ore-Ida, Kool-Aid, Jell-O
|
Canada
|
|
Kraft, Heinz, Cracker Barrel, Philadelphia, Tassimo, Maxwell House
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Europe
|
|
Heinz, Plasmon, Lea & Perrins
|
Rest of World
|
|
Heinz, ABC, Master, Quero, Golden Circle, Wattie's, Complan
|
•
|
growth through product improvements and renovations, new products, and line extensions,
|
•
|
uncompromising product safety and quality,
|
•
|
superior customer satisfaction, and
|
•
|
cost reduction.
|
Name
|
|
Age
|
|
Title
|
Bernardo Hees
|
|
46
|
|
Chief Executive Officer
|
Paulo Basilio
|
|
41
|
|
Executive Vice President and Chief Financial Officer
|
Matt Hill
|
|
45
|
|
Zone President of Europe
|
Emin Mammadov
|
|
39
|
|
Zone President of Russia, India and Middle East, Turkey & Africa
|
Eduardo Pelleissone
|
|
42
|
|
Executive Vice President of Global Operations
|
Carlos Piani
|
|
42
|
|
Zone President of Canada
|
Marcos Romaneiro
|
|
32
|
|
Zone President of Asia Pacific
|
Francisco Sa
|
|
50
|
|
Zone President of Latin America
|
James Savina
|
|
42
|
|
Senior Vice President, Global General Counsel and Corporate Secretary
|
George Zoghbi
|
|
49
|
|
Chief Operating Officer of U.S. Commercial business
|
•
|
combining the companies’ operations and corporate functions;
|
•
|
combining the businesses of Kraft and Heinz and meeting the capital requirements of the combined company in a manner that permits us to achieve the cost savings anticipated to result from the 2015 Merger, the failure of which could result in the material anticipated benefits of the 2015 Merger not being realized in the time frame currently anticipated, or at all;
|
•
|
integrating the companies’ technologies;
|
•
|
integrating and unifying the offerings and services available to historical Kraft and Heinz customers;
|
•
|
identifying and eliminating redundant and underperforming functions and assets;
|
•
|
harmonizing the companies’ operating practices, employee development and compensation programs, internal controls and other policies, procedures and processes;
|
•
|
integrating the companies’ financial reporting and internal control systems, including our ability to become compliant with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, and the rules promulgated thereunder by the SEC;
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•
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maintaining existing agreements with customers, distributors, providers and vendors and avoiding delays in entering into new agreements with prospective customers, distributors, providers and vendors;
|
•
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addressing possible differences in business backgrounds, corporate cultures and management philosophies;
|
•
|
integrating and consolidating the companies’ administrative and information technology infrastructure and computer systems;
|
•
|
coordinating distribution and marketing efforts;
|
•
|
managing the movement of certain positions to different locations; and
|
•
|
coordinating geographically dispersed organizations.
|
•
|
limit our ability to obtain additional financing for working capital, capital expenditures, research and development, debt service requirements, acquisitions and general corporate or other purposes;
|
•
|
result in a downgrade to our credit rating;
|
•
|
restrict us from making strategic acquisitions or cause us to make non-strategic divestitures;
|
•
|
limit our ability to adjust to changing market conditions and place us at a competitive disadvantage compared to our competitors who are not as highly leveraged;
|
•
|
increase our vulnerability to general economic and industry conditions;
|
•
|
make it more difficult for us to make payments on our existing indebtedness;
|
•
|
require a substantial portion of cash flows from operations to be dedicated to the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities; and
|
•
|
in the case of any additional indebtedness, exacerbate the risks associated with our substantial financial leverage.
|
|
|
Owned
|
|
Leased
|
United States
|
|
45
|
|
1
|
Canada
|
|
3
|
|
—
|
Europe
|
|
9
|
|
—
|
Rest of World
|
|
29
|
|
2
|
|
2015 Quarters
|
||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||
Market price-high
|
NA
|
|
NA
|
|
$
|
81.20
|
|
|
$
|
79.94
|
|
Market price-low
|
NA
|
|
NA
|
|
$
|
61.42
|
|
|
$
|
68.65
|
|
Dividends declared
|
NA
|
|
NA
|
|
$
|
0.55
|
|
|
$
|
1.15
|
|
|
Kraft Heinz
|
S&P 500
|
S&P Consumer Staples Food Products
|
July 6, 2015
|
$100.00
|
$100.00
|
$100.00
|
September 25, 2015
|
$101.24
|
$93.79
|
$100.21
|
December 31, 2015
|
$102.07
|
$99.85
|
$106.90
|
|
|
Total Number
of Shares
(a)
|
|
Average Price
Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plan or Program
|
|
Dollar Value of Shares that May Yet be Purchased Under the Plan or Program
|
||||||
9/28/2015 - 11/1/2015
|
|
67,963
|
|
|
$
|
75.57
|
|
|
—
|
|
|
|
||
11/2/2015 - 11/29/2015
|
|
119,622
|
|
|
73.91
|
|
|
—
|
|
|
|
|||
11/30/2015 - 1/3/2016
|
|
38,560
|
|
|
72.81
|
|
|
—
|
|
|
$
|
—
|
|
|
For the Quarter Ended January 3, 2016
|
|
226,145
|
|
|
|
|
—
|
|
|
|
(a)
|
Includes shares tendered by individuals who used shares to pay the related taxes for grants of restricted stock units (“RSUs”) that vested.
|
|
Successor
|
|
Predecessor
(H. J. Heinz Company) |
||||||||||||||||||||||||
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
April 29 - June 7,
2013 (6 weeks) |
|
April 28,
2013 (52 weeks) |
|
April 29,
2012
(52 1/2 weeks)
(d)
|
|
April 27,
2011 (52 weeks) |
||||||||||||||
Period Ended:
|
(in millions, except per share data)
|
||||||||||||||||||||||||||
Net sales
(a)(e)
|
$
|
18,338
|
|
|
$
|
10,922
|
|
|
$
|
6,240
|
|
|
$
|
1,113
|
|
|
$
|
11,529
|
|
|
$
|
11,508
|
|
|
$
|
10,559
|
|
Income/(loss) from continuing operations
(a)
|
647
|
|
|
672
|
|
|
(66
|
)
|
|
(191
|
)
|
|
1,102
|
|
|
992
|
|
|
1,046
|
|
|||||||
(Loss)/income from continuing operations attributable to common shareholders
(a)
|
(266
|
)
|
|
(63
|
)
|
|
(1,118
|
)
|
|
(194
|
)
|
|
1,088
|
|
|
974
|
|
|
1,029
|
|
|||||||
(Loss)/income from continuing operations per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Basic
|
(0.34
|
)
|
|
(0.17
|
)
|
|
(2.97
|
)
|
|
(0.60
|
)
|
|
3.39
|
|
|
3.03
|
|
|
3.21
|
|
|||||||
Diluted
|
(0.34
|
)
|
|
(0.17
|
)
|
|
(2.97
|
)
|
|
(0.60
|
)
|
|
3.37
|
|
|
3.01
|
|
|
3.18
|
|
|||||||
As of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total assets
(c)(e)
|
122,973
|
|
|
36,571
|
|
|
38,681
|
|
|
NA
|
|
|
12,920
|
|
|
11,960
|
|
|
12,217
|
|
|||||||
Long-term debt
(b)(c)(e)
|
25,151
|
|
|
13,358
|
|
|
14,326
|
|
|
NA
|
|
|
3,830
|
|
|
4,757
|
|
|
3,065
|
|
|||||||
Redeemable preferred stock
|
8,320
|
|
|
8,320
|
|
|
8,320
|
|
|
NA
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Cash dividends per common share
|
1.70
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.06
|
|
|
1.92
|
|
|
1.80
|
|
(a)
|
Amounts exclude the operating results as well as any associated impairment charges and losses on sale related to the Company's Shanghai LongFong Foods business in China and U.S. Foodservice frozen desserts business, which were divested in Fiscal 2013.
|
(b)
|
Amounts include interest rate swap hedge accounting adjustments of $123 million at April 28, 2013, $128 million at April 29, 2012, and $151 million at April 27, 2011. There were no interest rate swaps requiring such hedge accounting adjustments at January 3, 2016, December 28, 2014, or December 29, 2013. Amounts exclude the current portion of long-term debt.
|
(c)
|
As discussed in Note 1,
Background and Basis of Presentation
, to the consolidated financial statements, we early-adopted accounting guidance to simplify the presentation of debt issuance costs. As a result, we reclassified unamortized debt issuance costs from other assets to long-term debt on the consolidated balance sheets, including $228 million at December 28, 2014, $292 million at December 29, 2013, $19 million at April 28, 2013, $23 million at April 29, 2012, and $14 million at April 27, 2011.
|
(d)
|
On March 14, 2012, our Board of Directors authorized a change in fiscal year end from the Wednesday nearest April 30 to the Sunday nearest April 30. This change resulted in a 52 1/2-week-long fiscal year ended April 29, 2012 (“Fiscal 2012”).
|
(e)
|
The increases in net sales, total assets, and long-term debt from the year ended December 28, 2014 to the year ended January 3, 2016 reflect the impact of the 2015 Merger. See Note 2,
Merger and Acquisition
, to the consolidated financial statements for additional information.
|
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
|
% Change
|
|||||
|
(in millions, except per share data)
|
|
|
|||||||
Net sales
|
$
|
18,338
|
|
|
$
|
10,922
|
|
|
67.9
|
%
|
Operating income
|
$
|
2,639
|
|
|
$
|
1,568
|
|
|
68.3
|
%
|
Net loss attributable to common shareholders
|
$
|
(266
|
)
|
|
$
|
(63
|
)
|
|
nm
|
|
Diluted loss per share
|
$
|
(0.34
|
)
|
|
$
|
(0.17
|
)
|
|
nm
|
|
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
|
% Change
|
|||||
|
(in millions)
|
|
|
|||||||
Net sales
|
$
|
18,338
|
|
|
$
|
10,922
|
|
|
67.9
|
%
|
Pro forma net sales
|
$
|
27,447
|
|
|
$
|
29,122
|
|
|
(5.8
|
)%
|
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
|
% Change
|
|||||
|
(in millions)
|
|
|
|||||||
Operating income
|
$
|
2,639
|
|
|
$
|
1,568
|
|
|
68.3
|
%
|
Adjusted Pro Forma EBITDA
(2)
|
$
|
6,739
|
|
|
$
|
6,526
|
|
|
3.3
|
%
|
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
|
% Change
|
|||||
|
(in millions, except per share data)
|
|
|
|||||||
Net loss attributable to common shareholders
|
$
|
(266
|
)
|
|
$
|
(63
|
)
|
|
nm
|
|
Diluted loss per share
|
$
|
(0.34
|
)
|
|
$
|
(0.17
|
)
|
|
nm
|
|
Adjusted Pro Forma EPS
(3)
|
$
|
2.19
|
|
|
$
|
1.98
|
|
|
10.6
|
%
|
•
|
Interest expense increased to $1.3 billion for the year ended January 3, 2016, compared to
$686 million
in the prior year period. This increase was due primarily to a $236 million write-off of debt issuance costs related to 2015 refinancing
|
•
|
Other expense, net increased to
$305 million
for the year ended January 3, 2016, compared to
$79 million
in the prior year period. This increase was primarily due to a $234 million nonmonetary currency devaluation charge related to our Venezuelan subsidiary and call premiums of $105 million related to our 2015 refinancing activities, compared to currency losses of $99 million in the prior year.
|
•
|
The effective tax rate was
36.2%
for the year ended January 3, 2016 compared to
16.3%
for the year ended December 28, 2014, primarily driven by higher earnings repatriation charges, non-deductibility of nonmonetary Venezuela devaluation loss and higher charges for foreign uncertain tax positions, partially offset by increased benefits from statutory tax rate changes as well as additional benefits from foreign income taxed at lower statutory rates. See Note 8,
Income Taxes
, to the consolidated financial statements for a discussion of income tax rates.
|
•
|
The Series A Preferred Stock entitles holders to a 9.00% annual dividend to be paid quarterly in arrears on each March 7, June 7, September 7, and December 7, in cash. While the Series A Preferred Stock remains outstanding, if we declare or pay a dividend on our common stock, we must also declare and pay in full the dividend on the Series A Preferred Stock for the then-current quarterly period. We made cash distributions of $900 million during the year ended January 3, 2016 which reflects five payments due to the fact that, in connection with the declaration of our dividend on our common stock on December 8, 2015, we also declared and paid the dividend on the Series A Preferred Stock for the quarterly period that ends March 7, 2016.
|
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
||||
|
(in millions)
|
||||||
Net sales:
|
|
|
|
||||
United States
|
$
|
11,124
|
|
|
$
|
3,615
|
|
Canada
|
1,437
|
|
|
631
|
|
||
Europe
|
2,485
|
|
|
2,973
|
|
||
Rest of World
|
3,292
|
|
|
3,703
|
|
||
Total net sales
|
$
|
18,338
|
|
|
$
|
10,922
|
|
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
||||
|
(in millions)
|
||||||
Pro forma net sales:
|
|
|
|
||||
United States
|
$
|
19,284
|
|
|
$
|
19,635
|
|
Canada
|
2,386
|
|
|
2,811
|
|
||
Europe
|
2,485
|
|
|
2,973
|
|
||
Rest of World
|
3,292
|
|
|
3,703
|
|
||
Total pro forma net sales
|
$
|
27,447
|
|
|
$
|
29,122
|
|
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
||||
|
(in millions)
|
||||||
Segment Adjusted EBITDA:
|
|
|
|
||||
United States
|
$
|
4,783
|
|
|
$
|
4,499
|
|
Canada
|
541
|
|
|
615
|
|
||
Europe
|
909
|
|
|
898
|
|
||
Rest of World
|
670
|
|
|
689
|
|
||
General corporate expenses
|
(164
|
)
|
|
(175
|
)
|
||
Depreciation and amortization (excluding integration and restructuring expenses)
|
(779
|
)
|
|
(924
|
)
|
||
Integration and restructuring expenses
|
(1,117
|
)
|
|
(743
|
)
|
||
Merger costs
|
(194
|
)
|
|
(68
|
)
|
||
Amortization of inventory step-up
|
(347
|
)
|
|
—
|
|
||
Unrealized gains/(losses) on commodity hedges
|
41
|
|
|
(79
|
)
|
||
Impairment losses
|
(58
|
)
|
|
(221
|
)
|
||
Gain on sale of business
|
21
|
|
|
—
|
|
||
Nonmonetary currency devaluation
|
(57
|
)
|
|
—
|
|
||
Equity award compensation expense (excluding integration and restructuring expenses)
|
(61
|
)
|
|
(108
|
)
|
||
Other pro forma adjustments
(a)
|
(1,549
|
)
|
|
(2,815
|
)
|
||
Operating income
|
2,639
|
|
|
1,568
|
|
||
Interest expense
|
1,321
|
|
|
686
|
|
||
Other expense, net
|
305
|
|
|
79
|
|
||
Income from continuing operations before income taxes
|
$
|
1,013
|
|
|
$
|
803
|
|
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
|
% Change
|
|||||
|
(in millions)
|
|
|
|||||||
Net sales
|
$
|
11,124
|
|
|
$
|
3,615
|
|
|
207.7
|
%
|
Pro forma net sales
|
$
|
19,284
|
|
|
$
|
19,635
|
|
|
(1.8
|
)%
|
Segment Adjusted EBITDA
|
$
|
4,783
|
|
|
$
|
4,499
|
|
|
6.3
|
%
|
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
|
% Change
|
|||||
|
(in millions)
|
|
|
|||||||
Net sales
|
$
|
1,437
|
|
|
$
|
631
|
|
|
127.7
|
%
|
Pro forma net sales
|
$
|
2,386
|
|
|
$
|
2,811
|
|
|
(15.1
|
)%
|
Segment Adjusted EBITDA
|
$
|
541
|
|
|
$
|
615
|
|
|
(12.0
|
)%
|
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
|
% Change
|
|||||
|
(in millions)
|
|
|
|||||||
Net sales
|
$
|
2,485
|
|
|
$
|
2,973
|
|
|
(16.4
|
)%
|
Pro forma net sales
|
$
|
2,485
|
|
|
$
|
2,973
|
|
|
(16.4
|
)%
|
Segment Adjusted EBITDA
|
$
|
909
|
|
|
$
|
898
|
|
|
1.2
|
%
|
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
|
% Change
|
|||||
|
(in millions)
|
|
|
|||||||
Net sales
|
$
|
3,292
|
|
|
$
|
3,703
|
|
|
(11.1
|
)%
|
Pro forma net sales
|
$
|
3,292
|
|
|
$
|
3,703
|
|
|
(11.1
|
)%
|
Segment Adjusted EBITDA
|
$
|
670
|
|
|
$
|
689
|
|
|
(2.8
|
)%
|
|
Successor
|
|
Predecessor
(H. J. Heinz Company) (Unaudited) |
||||||||
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
December 24, 2012 - June 7,
2013
(24 weeks)
|
||||||
|
(in millions)
|
||||||||||
Net sales
|
$
|
10,922
|
|
|
$
|
6,240
|
|
|
$
|
5,204
|
|
Operating income/(loss)
|
$
|
1,568
|
|
|
$
|
(8
|
)
|
|
$
|
604
|
|
Net income/(loss) from continuing operations
|
$
|
672
|
|
|
$
|
(66
|
)
|
|
$
|
142
|
|
|
Successor
|
|
Predecessor
(H. J. Heinz Company) (Unaudited) |
||||||||
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
December 24, 2012 - June 7,
2013
(24 weeks)
|
||||||
|
(in millions)
|
||||||||||
Net sales
|
$
|
10,922
|
|
|
$
|
6,240
|
|
|
$
|
5,204
|
|
|
Successor
|
|
Predecessor
(H. J. Heinz Company) (Unaudited) |
||||||||
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
December 24, 2012 - June 7,
2013
(24 weeks)
|
||||||
|
(in millions)
|
||||||||||
Operating income/(loss)
|
$
|
1,568
|
|
|
$
|
(8
|
)
|
|
$
|
604
|
|
Adjusted EBITDA
(2)
|
$
|
2,840
|
|
|
$
|
1,165
|
|
|
$
|
946
|
|
|
Successor
|
|
Predecessor
(H. J. Heinz Company) (Unaudited) |
||||||||
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
December 24, 2012 - June 7,
2013
(24 weeks)
|
||||||
|
(in millions)
|
||||||||||
Net income/(loss)
|
$
|
657
|
|
|
$
|
(77
|
)
|
|
$
|
95
|
|
•
|
Interest expense increased $147 million to $686 million for the year ended December 28, 2014, compared to the sum of $409 million for the 2013 Successor Period and $130 million for the unaudited Predecessor period from December 24, 2012 to June 7, 2013 largely reflecting higher average debt balances resulting from the 2013 Merger. Included in net interest expense for 2014 is $45 million of amortization of 2013 Merger-related debt costs. Included in net interest expense for the 2013 Successor Period is $29 million of amortization of 2013 Merger-related debt costs.
|
•
|
Our effective tax rate was a 16.3% provision for the year ended December 28, 2014 compared to a 77.8% benefit for the 2013 Successor Period and a 53.1% provision for the unaudited Predecessor period from December 24, 2012 to June 7, 2013. The year ended December 28, 2014 tax provision reflected favorable jurisdictional income mix. The 2013 Successor Period tax benefit reflected favorable impacts of a 300 basis point statutory rate reduction in the United Kingdom. The unaudited Predecessor period from December 24, 2012 to June 7, 2013 tax rate included the effect of repatriation costs of approximately $100 million for earnings of foreign subsidiaries distributed during the period.
|
•
|
Other expense/(income), net decreased $26 million to $79 million expense for the year ended December 28, 2014, compared to the sum of $119 million income for the 2013 Successor Period, and $172 million expense for the unaudited Predecessor period from December 24, 2012 to June 7, 2013. The year ended December 28, 2014 included an increase in currency losses of $83 million. The 2013 Successor Period included $118 million gain recognized on undesignated interest rate swaps associated with variable rate debt. The unaudited Predecessor period from December 24, 2012 to June 7, 2013 reflected $129 million of cost for early extinguishment of debt as well as a $43 million charge related to currency devaluations in Venezuela.
|
|
Successor
|
|
Predecessor
(H. J. Heinz Company) (Unaudited) |
||||||||
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
December 24, 2012 - June 7,
2013 (24 weeks) |
||||||
Net sales:
|
|
|
|
|
|
||||||
United States
|
$
|
3,615
|
|
|
$
|
2,072
|
|
|
$
|
1,759
|
|
Canada
|
631
|
|
|
371
|
|
|
331
|
|
|||
Europe
|
2,973
|
|
|
1,659
|
|
|
1,366
|
|
|||
Rest of World
|
3,703
|
|
|
2,138
|
|
|
1,748
|
|
|||
Total net sales
|
$
|
10,922
|
|
|
$
|
6,240
|
|
|
$
|
5,204
|
|
|
Successor
|
|
Predecessor
(H. J. Heinz Company) (Unaudited) |
||||||||
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
December 24, 2012 - June 7,
2013 (24 weeks) |
||||||
United States
|
$
|
1,138
|
|
|
$
|
519
|
|
|
$
|
433
|
|
Canada
|
193
|
|
|
99
|
|
|
84
|
|
|||
Europe
|
897
|
|
|
349
|
|
|
292
|
|
|||
Rest of World
|
689
|
|
|
256
|
|
|
223
|
|
|||
General corporate expenses
|
(77
|
)
|
|
(58
|
)
|
|
(86
|
)
|
|||
|
$
|
2,840
|
|
|
$
|
1,165
|
|
|
$
|
946
|
|
|
Successor
|
|
Predecessor
(H. J. Heinz Company) (Unaudited) |
||||||||
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
December 24, 2012 - June 7,
2013 (24 weeks) |
||||||
|
(in millions)
|
||||||||||
Net sales
|
$
|
3,615
|
|
|
$
|
2,072
|
|
|
$
|
1,759
|
|
Segment Adjusted EBITDA
|
$
|
1,138
|
|
|
$
|
519
|
|
|
$
|
433
|
|
|
Successor
|
|
Predecessor
(H. J. Heinz Company) (Unaudited) |
||||||||
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
December 24, 2012 - June 7,
2013 (24 weeks) |
||||||
|
(in millions)
|
||||||||||
Net sales
|
$
|
631
|
|
|
$
|
371
|
|
|
$
|
331
|
|
Segment Adjusted EBITDA
|
$
|
193
|
|
|
$
|
99
|
|
|
$
|
84
|
|
|
Successor
|
|
Predecessor
(H. J. Heinz Company) (Unaudited) |
||||||||
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
December 24, 2012 - June 7,
2013 (24 weeks) |
||||||
|
(in millions)
|
||||||||||
Net sales
|
$
|
2,973
|
|
|
$
|
1,659
|
|
|
$
|
1,366
|
|
Segment Adjusted EBITDA
|
$
|
897
|
|
|
$
|
349
|
|
|
$
|
292
|
|
|
Successor
|
|
Predecessor
(H. J. Heinz Company) (Unaudited) |
||||||||
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
December 24, 2012 - June 7,
2013 (24 weeks) |
||||||
|
(in millions)
|
||||||||||
Net sales
|
$
|
3,703
|
|
|
$
|
2,138
|
|
|
$
|
1,748
|
|
Segment Adjusted EBITDA
|
$
|
689
|
|
|
$
|
256
|
|
|
$
|
223
|
|
|
One-Percentage-Point
|
||||||
|
Increase
|
|
Decrease
|
||||
|
(in millions)
|
||||||
Effect on annual service and interest cost
|
$
|
8
|
|
|
$
|
(7
|
)
|
Effect on postretirement benefit obligation
|
126
|
|
|
(104
|
)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
100-Basis-Point
|
|
100-Basis-Point
|
||||||||||||
|
Increase
|
|
Decrease
|
|
Increase
|
|
Decrease
|
||||||||
|
(in millions)
|
||||||||||||||
Effect of change in discount rate on pension costs
|
$
|
9
|
|
|
$
|
(24
|
)
|
|
$
|
7
|
|
|
$
|
(9
|
)
|
Effect of change in expected rate of return on plan assets on pension costs
|
(52
|
)
|
|
52
|
|
|
(34
|
)
|
|
34
|
|
||||
Effect of change in discount rate on postretirement benefit plans costs
|
(4
|
)
|
|
(9
|
)
|
|
—
|
|
|
1
|
|
|
Successor
|
|
Predecessor
(H. J. Heinz Company)
(Unaudited)
|
||||||||||||
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
December 24, 2012 - June 7, 2013
(24 weeks)
|
||||||||
|
(in millions)
|
||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||||
Net income/(loss)
|
$
|
647
|
|
|
$
|
672
|
|
|
$
|
(72
|
)
|
|
$
|
102
|
|
Adjustments to reconcile net income/(loss) to operating cash flows:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
740
|
|
|
530
|
|
|
280
|
|
|
164
|
|
||||
Amortization of inventory step-up
|
347
|
|
|
—
|
|
|
383
|
|
|
—
|
|
||||
Pension contributions
|
(286
|
)
|
|
(102
|
)
|
|
(152
|
)
|
|
(28
|
)
|
||||
Impairment losses on indefinite-lived intangible assets
|
58
|
|
|
221
|
|
|
—
|
|
|
—
|
|
||||
Other items, net
|
294
|
|
|
22
|
|
|
(337
|
)
|
|
78
|
|
||||
Changes in current assets and liabilities:
|
|
|
|
|
|
|
|
||||||||
Trade receivables and sold receivables
|
416
|
|
|
15
|
|
|
(121
|
)
|
|
140
|
|
||||
Inventories
|
25
|
|
|
153
|
|
|
84
|
|
|
46
|
|
||||
Accounts payable
|
(119
|
)
|
|
562
|
|
|
(90
|
)
|
|
65
|
|
||||
Other current assets
|
114
|
|
|
(20
|
)
|
|
46
|
|
|
(41
|
)
|
||||
Other current liabilities
|
231
|
|
|
87
|
|
|
14
|
|
|
142
|
|
||||
Net cash provided by operating activities
|
2,467
|
|
|
2,140
|
|
|
35
|
|
|
668
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
(648
|
)
|
|
(399
|
)
|
|
(202
|
)
|
|
(292
|
)
|
||||
Acquisition of business, net of cash on hand
|
(9,468
|
)
|
|
—
|
|
|
(21,494
|
)
|
|
—
|
|
||||
Proceeds from net investment hedges
|
488
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other investing activities, net
|
(76
|
)
|
|
50
|
|
|
25
|
|
|
34
|
|
||||
Net cash used for investing activities
|
(9,704
|
)
|
|
(349
|
)
|
|
(21,671
|
)
|
|
(258
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||||
Repayments of long-term debt
|
(12,314
|
)
|
|
(1,103
|
)
|
|
(2,670
|
)
|
|
(450
|
)
|
||||
Proceeds from issuance of long-term debt
|
14,834
|
|
|
—
|
|
|
12,575
|
|
|
5
|
|
||||
Debt issuance costs
|
(98
|
)
|
|
—
|
|
|
(321
|
)
|
|
—
|
|
||||
Net (payments)/proceeds on short-term debt
|
(49
|
)
|
|
(3
|
)
|
|
(1,641
|
)
|
|
297
|
|
||||
Dividends
|
(2,202
|
)
|
|
(720
|
)
|
|
(360
|
)
|
|
(332
|
)
|
||||
Capital contributions
|
10,000
|
|
|
—
|
|
|
16,500
|
|
|
—
|
|
||||
Other financing activities, net
|
12
|
|
|
6
|
|
|
26
|
|
|
(2
|
)
|
||||
Net cash (used for)/provided by financing activities
|
10,183
|
|
|
(1,820
|
)
|
|
24,109
|
|
|
(482
|
)
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
(407
|
)
|
|
(132
|
)
|
|
(14
|
)
|
|
(140
|
)
|
||||
Net (decrease)/increase
|
2,539
|
|
|
(161
|
)
|
|
2,459
|
|
|
(212
|
)
|
||||
Balance at beginning of period
|
2,298
|
|
|
2,459
|
|
|
—
|
|
|
2,282
|
|
||||
Balance at end of period
|
$
|
4,837
|
|
|
$
|
2,298
|
|
|
$
|
2,459
|
|
|
$
|
2,070
|
|
|
Payments Due
|
||||||||||||||||||
|
2016
|
|
2017-2018
|
|
2019-2020
|
|
2021 and Thereafter
|
|
Total
|
||||||||||
Long-term debt
(a)
|
$
|
1,111
|
|
|
$
|
6,732
|
|
|
$
|
5,370
|
|
|
$
|
26,736
|
|
|
$
|
39,949
|
|
Capital leases
(b)
|
22
|
|
|
37
|
|
|
13
|
|
|
67
|
|
|
139
|
|
|||||
Operating leases
(c)
|
120
|
|
|
225
|
|
|
158
|
|
|
235
|
|
|
738
|
|
|||||
Purchase obligations
(d)
|
2,409
|
|
|
1,978
|
|
|
412
|
|
|
253
|
|
|
5,052
|
|
|||||
Preferred dividends
(e)
|
540
|
|
|
1,440
|
|
|
1,440
|
|
|
360
|
|
|
3,780
|
|
|||||
Other long-term liabilities
(f)
|
194
|
|
|
352
|
|
|
323
|
|
|
678
|
|
|
1,547
|
|
|||||
Total
|
$
|
4,396
|
|
|
$
|
10,764
|
|
|
$
|
7,716
|
|
|
$
|
28,329
|
|
|
$
|
51,205
|
|
(a)
|
Amounts represent the expected cash payments of our long-term debt, including interest on variable and fixed rate long-term debt and interest rate swap contracts.
|
(b)
|
Amounts represent the expected cash payments of our capital leases, including expected cash payments of interest expense.
|
(c)
|
Operating leases represent the minimum rental commitments under non-cancelable operating leases.
|
(d)
|
Amounts represent commitments to purchase materials, supplies, property, plant and equipment, and co-packing, storage and distribution services based on projected needs to be utilized in the normal course of business. Other purchase obligations include commitments for marketing, advertising, capital expenditures, information technology, and professional services. Arrangements are considered purchase obligations if a contract specifies all significant terms, including fixed or minimum quantities to be purchased, a pricing structure, and approximate timing of the transaction. A few of these obligations are long-term and are based on minimum purchase requirements. Certain purchase obligations contain variable pricing components, and, as a result, actual cash payments are expected to fluctuate based on changes in these variable components. Due to the proprietary nature of some of our materials and processes, certain supply contracts contain penalty provisions for early terminations. We do not believe that a material amount of penalties is reasonably likely to be incurred under these contracts based upon historical experience and current expectations. We exclude amounts reflected on the consolidated balance sheet as accounts payable and accrued liabilities from the table above.
|
(e)
|
Berkshire Hathaway has an $8.0 billion preferred stock investment in Kraft Heinz which entitles it to a 9.00% annual dividend to be paid quarterly in cash or in-kind. We currently intend to refinance the Series A Preferred Stock in 2016. However, there can be no assurance that we will be able to successfully undertake such refinancing, and as such, we have reflected continued quarterly cash distributions in all periods presented in the table above. See Note 13,
Preferred Stock and Warrants
, to the consolidated financial statements for additional information.
|
(f)
|
Other long-term liabilities primarily consist of certain specific incentive compensation arrangements and postretirement benefit commitments. Future benefit payments for our postretirement benefit plans through 2025 are expected to be $1.4 billion. We are unable to reliably estimate the timing of the payments beyond 2025. Long-term liabilities related to income taxes, insurance accruals, and other accruals included on the consolidated balance sheet are excluded from the above table as we are unable to estimate the timing of payments for these items.
|
•
|
Application of the acquisition method of accounting;
|
•
|
The issuance of Heinz common stock to the Sponsors in connection with the equity investments;
|
•
|
The pre-closing Heinz share conversion;
|
•
|
The exchange of one share of Kraft Heinz common stock for each share of Kraft common stock; and
|
•
|
Conformance of accounting policies.
|
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
||||
Net sales
|
$
|
27,447
|
|
|
$
|
29,122
|
|
Cost of products sold
|
18,299
|
|
|
20,146
|
|
||
Gross profit
|
9,148
|
|
|
8,976
|
|
||
Selling, general and administrative expenses
|
4,613
|
|
|
4,593
|
|
||
Operating income
|
4,535
|
|
|
4,383
|
|
||
Interest expense
|
1,528
|
|
|
1,113
|
|
||
Other expense, net
|
289
|
|
|
57
|
|
||
Income before income taxes
|
2,718
|
|
|
3,213
|
|
||
Provision for income taxes
|
944
|
|
|
880
|
|
||
Net income
|
1,774
|
|
|
2,333
|
|
||
Net income attributable to noncontrolling interest
|
13
|
|
|
15
|
|
||
Net income attributable to Kraft Heinz
|
$
|
1,761
|
|
|
$
|
2,318
|
|
Preferred dividends
|
900
|
|
|
720
|
|
||
Net income attributable to common shareholders
|
$
|
861
|
|
|
$
|
1,598
|
|
|
|
|
|
||||
Basic common shares outstanding
|
1,202
|
|
|
1,192
|
|
||
Diluted common shares outstanding
|
1,222
|
|
|
1,222
|
|
||
|
|
|
|
||||
Per share data applicable to common shareholders:
|
|
|
|
||||
Basic earnings
|
$
|
0.72
|
|
|
$
|
1.34
|
|
Diluted earnings
|
$
|
0.70
|
|
|
$
|
1.31
|
|
|
Kraft Heinz
|
|
Historical Kraft
|
|
Pro Forma Adjustments
|
|
Pro Forma
|
||||||||
Net sales
|
$
|
18,338
|
|
|
$
|
9,109
|
|
|
$
|
—
|
|
|
$
|
27,447
|
|
Cost of products sold
|
12,577
|
|
|
6,103
|
|
|
(381
|
)
|
|
18,299
|
|
||||
Gross profit
|
5,761
|
|
|
3,006
|
|
|
381
|
|
|
9,148
|
|
||||
Selling, general and administrative expenses
|
3,122
|
|
|
1,532
|
|
|
(41
|
)
|
|
4,613
|
|
||||
Operating income
|
2,639
|
|
|
1,474
|
|
|
422
|
|
|
4,535
|
|
||||
Interest expense
|
1,321
|
|
|
247
|
|
|
(40
|
)
|
|
1,528
|
|
||||
Other expense/(income), net
|
305
|
|
|
(16
|
)
|
|
—
|
|
|
289
|
|
||||
Income before income taxes
|
1,013
|
|
|
1,243
|
|
|
462
|
|
|
2,718
|
|
||||
Provision for income taxes
|
366
|
|
|
400
|
|
|
178
|
|
|
944
|
|
||||
Net income
|
647
|
|
|
843
|
|
|
284
|
|
|
1,774
|
|
||||
Net income attributable to noncontrolling interest
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
||||
Net income attributable to Kraft Heinz
|
$
|
634
|
|
|
$
|
843
|
|
|
$
|
284
|
|
|
$
|
1,761
|
|
Preferred dividends
|
900
|
|
|
—
|
|
|
—
|
|
|
900
|
|
||||
Net (loss)/income attributable to common shareholders
|
$
|
(266
|
)
|
|
$
|
843
|
|
|
$
|
284
|
|
|
$
|
861
|
|
|
|
|
|
|
|
|
|
||||||||
Basic common shares outstanding
|
786
|
|
|
—
|
|
|
416
|
|
|
1,202
|
|
||||
Diluted common shares outstanding
|
786
|
|
|
—
|
|
|
436
|
|
|
1,222
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Per share data applicable to common shareholders:
|
|
|
|
|
|
|
|
||||||||
Basic (loss)/earnings
|
$
|
(0.34
|
)
|
|
$
|
—
|
|
|
$
|
1.06
|
|
|
$
|
0.72
|
|
Diluted (loss)/earnings
|
$
|
(0.34
|
)
|
|
$
|
—
|
|
|
$
|
1.04
|
|
|
$
|
0.70
|
|
|
Historical Heinz
|
|
Historical Kraft
|
|
Pro Forma Adjustments
|
|
Pro Forma
|
||||||||
Net sales
|
$
|
10,922
|
|
|
$
|
18,200
|
|
|
$
|
—
|
|
|
$
|
29,122
|
|
Cost of products sold
|
7,645
|
|
|
13,248
|
|
|
(747
|
)
|
|
20,146
|
|
||||
Gross profit
|
3,277
|
|
|
4,952
|
|
|
747
|
|
|
8,976
|
|
||||
Selling, general and administrative expenses
|
1,709
|
|
|
3,062
|
|
|
(178
|
)
|
|
4,593
|
|
||||
Operating income
|
1,568
|
|
|
1,890
|
|
|
925
|
|
|
4,383
|
|
||||
Interest expense
|
686
|
|
|
507
|
|
|
(80
|
)
|
|
1,113
|
|
||||
Other expense/(income), net
|
79
|
|
|
(22
|
)
|
|
—
|
|
|
57
|
|
||||
Income before income taxes
|
803
|
|
|
1,405
|
|
|
1,005
|
|
|
3,213
|
|
||||
Provision for income taxes
|
131
|
|
|
363
|
|
|
386
|
|
|
880
|
|
||||
Net income
|
672
|
|
|
1,042
|
|
|
619
|
|
|
2,333
|
|
||||
Net income attributable to noncontrolling interest
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
||||
Net income attributable to Kraft Heinz
|
$
|
657
|
|
|
$
|
1,042
|
|
|
$
|
619
|
|
|
$
|
2,318
|
|
Preferred dividends
|
720
|
|
|
—
|
|
|
—
|
|
|
720
|
|
||||
Net (loss)/income attributable to common shareholders
|
$
|
(63
|
)
|
|
$
|
1,042
|
|
|
$
|
619
|
|
|
$
|
1,598
|
|
|
|
|
|
|
|
|
|
||||||||
Basic common shares outstanding
|
377
|
|
|
593
|
|
|
222
|
|
|
1,192
|
|
||||
Diluted common shares outstanding
|
377
|
|
|
600
|
|
|
245
|
|
|
1,222
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Per share data applicable to common shareholders:
|
|
|
|
|
|
|
|
||||||||
Basic (loss)/earnings
|
$
|
(0.17
|
)
|
|
$
|
1.76
|
|
|
$
|
(0.25
|
)
|
|
$
|
1.34
|
|
Diluted (loss)/earnings
|
$
|
(0.17
|
)
|
|
$
|
1.74
|
|
|
$
|
(0.26
|
)
|
|
$
|
1.31
|
|
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
||||
Impact to cost of products sold:
|
|
|
|
||||
Postemployment benefit costs
(a)
|
$
|
(34
|
)
|
|
$
|
(747
|
)
|
Inventory step-up
(b)
|
(347
|
)
|
|
—
|
|
||
Impact to cost of products sold
|
$
|
(381
|
)
|
|
$
|
(747
|
)
|
|
|
|
|
||||
Impact to selling, general and administrative expenses:
|
|
|
|
||||
Depreciation and amortization
(c)
|
$
|
84
|
|
|
$
|
168
|
|
Compensation expense
(d)
|
31
|
|
|
68
|
|
||
Postemployment benefit costs
(a)
|
11
|
|
|
(414
|
)
|
||
Deal costs
(e)
|
(167
|
)
|
|
—
|
|
||
Impact to selling, general and administrative expenses
|
$
|
(41
|
)
|
|
$
|
(178
|
)
|
|
|
|
|
||||
Impact to interest expense:
|
|
|
|
||||
Interest expense
(f)
|
$
|
(40
|
)
|
|
$
|
(80
|
)
|
Impact to interest expense
|
$
|
(40
|
)
|
|
$
|
(80
|
)
|
(a)
|
Represents the change to align Kraft's accounting policy to our accounting policy for postemployment benefit plans. Kraft historically elected a mark-to-market accounting policy and recognized net actuarial gains or losses and changes in the fair value of plan assets immediately in earnings upon remeasurement. Our policy is to initially record such items in other comprehensive income/(loss). Also represents the elimination of Kraft’s historical amortization of postemployment benefit plan prior service credits.
|
(b)
|
Represents the elimination of nonrecurring non-cash costs related to the fair value adjustment of Kraft’s inventory. See Note 2,
Merger and Acquisition,
to the consolidated financial statements for additional information on the determination of fair values.
|
(c)
|
Represents incremental amortization resulting from the fair value adjustment of Kraft’s definite-lived intangible assets in connection with the 2015 Merger. The net change in depreciation expense resulting from the fair value adjustment of property, plant, and equipment was insignificant. See Note 2,
Merger and Acquisition,
to the consolidated financial statements for additional information on the determination of fair values.
|
(d)
|
Represents the incremental compensation expense due to the fair value remeasurement of certain of Kraft’s equity awards in connection with the 2015 Merger. See Note 9,
Employees' Stock Incentive Plans
, to the consolidated financial statements for additional information on the conversion of Kraft’s equity awards in connection with the 2015 Merger.
|
(e)
|
Represents the elimination of nonrecurring deal costs incurred in connection with the 2015 Merger.
|
(f)
|
Represents the incremental change in interest expense resulting from the fair value adjustment of Kraft’s long-term debt in connection with the 2015 Merger, including the elimination of the historical amortization of deferred financing fees and amortization of original issuance discount.
|
|
Pro Forma Net Sales
|
|
Impact of Currency
|
|
Impact of Divestitures
|
|
Impact of 53
rd
week
|
|
Pro Forma Organic Net Sales
|
|
Price
|
|
Volume/Mix
|
||||||||
January 3, 2016 (53 weeks)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
United States
|
$19,284
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
233
|
|
|
$19,051
|
|
|
|
|
|
Canada
|
2,386
|
|
|
(378
|
)
|
|
—
|
|
|
31
|
|
|
2,733
|
|
|
|
|
|
|||
Europe
|
2,485
|
|
|
(340
|
)
|
|
42
|
|
|
25
|
|
|
2,758
|
|
|
|
|
|
|||
Rest of World
|
3,292
|
|
|
(503
|
)
|
|
—
|
|
|
51
|
|
|
3,744
|
|
|
|
|
|
|||
|
$27,447
|
|
|
$
|
(1,221
|
)
|
|
$
|
42
|
|
|
$
|
340
|
|
|
$28,286
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 28, 2014 (52 weeks)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
United States
|
$19,635
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$19,635
|
|
|
|
|
|
Canada
|
2,811
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,811
|
|
|
|
|
|
|||
Europe
|
2,973
|
|
|
—
|
|
|
107
|
|
|
—
|
|
|
2,866
|
|
|
|
|
|
|||
Rest of World
|
3,703
|
|
|
274
|
|
|
—
|
|
|
—
|
|
|
3,429
|
|
|
|
|
|
|||
|
$29,122
|
|
|
$
|
274
|
|
|
$
|
107
|
|
|
$
|
—
|
|
|
$28,741
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Year-over-year growth rates
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
United States
|
(1.8
|
)%
|
|
0.0 pp
|
|
|
0.0 pp
|
|
|
1.2 pp
|
|
|
(3.0
|
)%
|
|
0.0 pp
|
|
(3.0) pp
|
|||
Canada
|
(15.1
|
)%
|
|
(13.4) pp
|
|
|
0.0 pp
|
|
|
1.1 pp
|
|
|
(2.8
|
)%
|
|
2.2 pp
|
|
(5.0) pp
|
|||
Europe
|
(16.4
|
)%
|
|
(11.4) pp
|
|
|
(2.1) pp
|
|
|
0.9 pp
|
|
|
(3.8
|
)%
|
|
0.7 pp
|
|
(4.5) pp
|
|||
Rest of World
|
(11.1
|
)%
|
|
(21.8) pp
|
|
|
0.0 pp
|
|
|
1.5 pp
|
|
|
9.2
|
%
|
|
6.3 pp
|
|
2.9 pp
|
|||
|
(5.8
|
)%
|
|
(5.2) pp
|
|
|
(0.2) pp
|
|
|
1.2 pp
|
|
|
(1.6
|
)%
|
|
1.0 pp
|
|
(2.6) pp
|
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
||||
Pro forma operating income
|
$
|
4,535
|
|
|
$
|
4,383
|
|
Depreciation and amortization (excluding integration and restructuring expenses)
|
779
|
|
|
924
|
|
||
Integration and restructuring expenses
|
1,117
|
|
|
743
|
|
||
Merger costs
|
194
|
|
|
68
|
|
||
Unrealized (gains)/losses on commodity hedges
|
(41
|
)
|
|
79
|
|
||
Impairment losses
|
58
|
|
|
221
|
|
||
Gain on sale of business
|
(21
|
)
|
|
—
|
|
||
Nonmonetary currency devaluation
|
57
|
|
|
—
|
|
||
Equity award compensation expense (excluding integration and restructuring expenses)
|
61
|
|
|
108
|
|
||
Adjusted Pro Forma EBITDA
|
$
|
6,739
|
|
|
$
|
6,526
|
|
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
||||
Pro forma diluted EPS
|
$
|
0.70
|
|
|
$
|
1.31
|
|
Integration and restructuring expenses
|
0.61
|
|
|
0.47
|
|
||
Merger costs
|
0.49
|
|
|
0.04
|
|
||
Unrealized (gains)/losses on commodity hedges
|
(0.02
|
)
|
|
0.05
|
|
||
Impairment losses
|
0.03
|
|
|
0.11
|
|
||
Gain on sale of business
|
(0.01
|
)
|
|
—
|
|
||
Nonmonetary currency devaluation
|
0.24
|
|
|
—
|
|
||
Additional preferred dividend
|
0.15
|
|
|
—
|
|
||
Adjusted Pro Forma EPS
|
$
|
2.19
|
|
|
$
|
1.98
|
|
|
Successor
|
|
Predecessor
(H. J. Heinz Company) |
||||||||
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
December 24, 2012 - June 7,
2013 (24 weeks) |
||||||
United States
|
$
|
1,138
|
|
|
$
|
519
|
|
|
$
|
433
|
|
Canada
|
193
|
|
|
99
|
|
|
84
|
|
|||
Europe
|
897
|
|
|
349
|
|
|
292
|
|
|||
Rest of World
|
689
|
|
|
256
|
|
|
223
|
|
|||
General corporate expenses
|
(77
|
)
|
|
(58
|
)
|
|
(86
|
)
|
|||
Depreciation and amortization (excluding integration and restructuring expenses)
|
(406
|
)
|
|
(216
|
)
|
|
(159
|
)
|
|||
Integration and restructuring expenses
|
(637
|
)
|
|
(411
|
)
|
|
6
|
|
|||
Merger costs
|
—
|
|
|
(158
|
)
|
|
(158
|
)
|
|||
Foodstar earn-out
|
|
|
|
|
(12
|
)
|
|||||
Amortization of inventory step-up
|
—
|
|
|
(383
|
)
|
|
—
|
|
|||
Impairment losses
|
(221
|
)
|
|
—
|
|
|
—
|
|
|||
Equity award compensation expense
|
(8
|
)
|
|
(5
|
)
|
|
(19
|
)
|
|||
Operating income
|
$
|
1,568
|
|
|
$
|
(8
|
)
|
|
$
|
604
|
|
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
||||
Commodity contracts
|
$
|
54
|
|
|
$
|
—
|
|
Foreign currency contracts
|
185
|
|
|
21
|
|
||
Cross-currency swap contracts
|
411
|
|
|
1,181
|
|
||
Interest rate contracts
|
—
|
|
|
59
|
|
|
Successor
|
|
Predecessor
(H. J. Heinz Company) |
||||||||||||||||
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
April 29 - June 7,
2013 (6 weeks) |
|
April 28,
2013 (52 weeks) |
||||||||||
Net sales
|
$
|
18,338
|
|
|
$
|
10,922
|
|
|
$
|
6,240
|
|
|
$
|
1,113
|
|
|
$
|
11,529
|
|
Cost of products sold
|
12,577
|
|
|
7,645
|
|
|
4,908
|
|
|
793
|
|
|
7,958
|
|
|||||
Gross profit
|
5,761
|
|
|
3,277
|
|
|
1,332
|
|
|
320
|
|
|
3,571
|
|
|||||
Selling, general and administrative expenses
|
3,122
|
|
|
1,709
|
|
|
1,340
|
|
|
292
|
|
|
1,909
|
|
|||||
Operating income/(loss)
|
2,639
|
|
|
1,568
|
|
|
(8
|
)
|
|
28
|
|
|
1,662
|
|
|||||
Interest expense
|
1,321
|
|
|
686
|
|
|
409
|
|
|
35
|
|
|
284
|
|
|||||
Other expense/(income), net
|
305
|
|
|
79
|
|
|
(119
|
)
|
|
123
|
|
|
34
|
|
|||||
Income/(loss) from continuing operations before income taxes
|
1,013
|
|
|
803
|
|
|
(298
|
)
|
|
(130
|
)
|
|
1,344
|
|
|||||
Provision for/(benefit from) income taxes
|
366
|
|
|
131
|
|
|
(232
|
)
|
|
61
|
|
|
242
|
|
|||||
Net income/(loss) from continuing operations
|
647
|
|
|
672
|
|
|
(66
|
)
|
|
(191
|
)
|
|
1,102
|
|
|||||
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(1
|
)
|
|
(75
|
)
|
|||||
Net income/(loss)
|
647
|
|
|
672
|
|
|
(72
|
)
|
|
(192
|
)
|
|
1,027
|
|
|||||
Net income attributable to noncontrolling interest
|
13
|
|
|
15
|
|
|
5
|
|
|
3
|
|
|
14
|
|
|||||
Net income/(loss) attributable to Kraft Heinz
|
634
|
|
|
657
|
|
|
(77
|
)
|
|
(195
|
)
|
|
1,013
|
|
|||||
Preferred dividends
|
900
|
|
|
720
|
|
|
360
|
|
|
—
|
|
|
—
|
|
|||||
Accretion of Series A Preferred Stock to redemption value
|
—
|
|
|
—
|
|
|
687
|
|
|
—
|
|
|
—
|
|
|||||
Net (loss)/income attributable to common shareholders
|
$
|
(266
|
)
|
|
$
|
(63
|
)
|
|
$
|
(1,124
|
)
|
|
$
|
(195
|
)
|
|
$
|
1,013
|
|
Per share data applicable to common shareholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic (loss)/earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
(0.34
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(2.97
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
3.39
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|
(0.23
|
)
|
|||||
Net (loss)/earnings
|
$
|
(0.34
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(2.98
|
)
|
|
$
|
(0.61
|
)
|
|
$
|
3.16
|
|
Diluted (loss)/earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
(0.34
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(2.97
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
3.37
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|
(0.23
|
)
|
|||||
Net (loss)/earnings
|
$
|
(0.34
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(2.98
|
)
|
|
$
|
(0.61
|
)
|
|
$
|
3.14
|
|
Dividends declared
|
$
|
1.70
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.06
|
|
|
Successor
|
|
Predecessor
(H. J. Heinz Company) |
||||||||||||||||
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
April 29 - June 7,
2013 (6 weeks) |
|
April 28,
2013 (52 weeks) |
||||||||||
Net income/(loss)
|
$
|
647
|
|
|
$
|
672
|
|
|
$
|
(72
|
)
|
|
$
|
(192
|
)
|
|
$
|
1,027
|
|
Other comprehensive (loss)/income, net of tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustments
|
(1,604
|
)
|
|
(939
|
)
|
|
129
|
|
|
(98
|
)
|
|
(229
|
)
|
|||||
Net deferred gains/(losses) on net investment hedges
|
506
|
|
|
336
|
|
|
(118
|
)
|
|
—
|
|
|
—
|
|
|||||
Net postemployment benefit gains/(losses)
|
946
|
|
|
(34
|
)
|
|
102
|
|
|
—
|
|
|
(189
|
)
|
|||||
Reclassification of net postemployment benefit (gains)/losses to net income
|
(85
|
)
|
|
(7
|
)
|
|
—
|
|
|
7
|
|
|
55
|
|
|||||
Net deferred (losses)/gains on cash flow hedges
|
(6
|
)
|
|
(173
|
)
|
|
111
|
|
|
(1
|
)
|
|
(12
|
)
|
|||||
Net deferred losses/(gains) on cash flow hedges reclassified to net income
|
120
|
|
|
4
|
|
|
(3
|
)
|
|
7
|
|
|
30
|
|
|||||
Total other comprehensive (loss)/income
|
(123
|
)
|
|
(813
|
)
|
|
221
|
|
|
(85
|
)
|
|
(345
|
)
|
|||||
Total comprehensive income/(loss)
|
524
|
|
|
(141
|
)
|
|
149
|
|
|
(277
|
)
|
|
682
|
|
|||||
Comprehensive (loss)/income attributable to noncontrolling interest
|
(13
|
)
|
|
8
|
|
|
(6
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||||
Comprehensive income/(loss) attributable to Kraft Heinz
|
$
|
537
|
|
|
$
|
(149
|
)
|
|
$
|
155
|
|
|
$
|
(276
|
)
|
|
$
|
683
|
|
|
January 3, 2016
|
|
December 28, 2014
|
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
4,837
|
|
|
$
|
2,298
|
|
Trade receivables (net of allowances of $32 at January 3, 2016 and $8 at December 28, 2014)
|
871
|
|
|
690
|
|
||
Sold receivables
|
583
|
|
|
161
|
|
||
Inventories
|
2,618
|
|
|
1,185
|
|
||
Other current assets
|
871
|
|
|
581
|
|
||
Total current assets
|
9,780
|
|
|
4,915
|
|
||
Property, plant and equipment, net
|
6,524
|
|
|
2,365
|
|
||
Goodwill
|
43,051
|
|
|
14,959
|
|
||
Intangible assets, net
|
62,120
|
|
|
13,188
|
|
||
Other assets
|
1,498
|
|
|
1,144
|
|
||
TOTAL ASSETS
|
$
|
122,973
|
|
|
$
|
36,571
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Trade payables
|
$
|
2,844
|
|
|
$
|
1,651
|
|
Accrued marketing
|
856
|
|
|
297
|
|
||
Accrued postemployment costs
|
328
|
|
|
15
|
|
||
Income taxes payable
|
417
|
|
|
232
|
|
||
Interest payable
|
401
|
|
|
167
|
|
||
Dividends payable
|
762
|
|
|
—
|
|
||
Other current liabilities
|
1,324
|
|
|
730
|
|
||
Total current liabilities
|
6,932
|
|
|
3,092
|
|
||
Long-term debt
|
25,151
|
|
|
13,358
|
|
||
Deferred income taxes
|
21,497
|
|
|
3,867
|
|
||
Accrued postemployment costs
|
2,405
|
|
|
287
|
|
||
Other liabilities
|
752
|
|
|
282
|
|
||
TOTAL LIABILITIES
|
56,737
|
|
|
20,886
|
|
||
Commitments and Contingencies (Note 18)
|
|
|
|
||||
Redeemable noncontrolling interest
|
23
|
|
|
29
|
|
||
9.00% Series A cumulative redeemable preferred stock, 80,000 authorized and issued shares at January 3, 2016 and December 28, 2014, $.01 par value
|
8,320
|
|
|
8,320
|
|
||
Equity:
|
|
|
|
||||
Common stock, $.01 par value (5,000,000,000 shares authorized, 1,214,391,614 shares issued and 1,213,978,752
shares outstanding at January 3, 2016; 4,000,000,000 shares authorized, 377,010,463 shares issued and outstanding at December 28, 2014)
|
12
|
|
|
4
|
|
||
Warrants
|
—
|
|
|
367
|
|
||
Additional paid-in capital
|
58,375
|
|
|
7,320
|
|
||
Retained earnings/(deficit)
|
—
|
|
|
—
|
|
||
Accumulated other comprehensive income/(losses)
|
(671
|
)
|
|
(574
|
)
|
||
Treasury stock, at cost
|
(31
|
)
|
|
—
|
|
||
Total shareholders' equity
|
57,685
|
|
|
7,117
|
|
||
Noncontrolling interest
|
208
|
|
|
219
|
|
||
TOTAL EQUITY
|
57,893
|
|
|
7,336
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
122,973
|
|
|
$
|
36,571
|
|
|
Common Stock
|
|
Warrants
|
|
Additional Paid-in Capital
|
|
Retained Earnings/ (Deficit)
|
|
Accumulated Other Comprehensive Income/(Losses)
|
|
Treasury Stock
|
|
Noncontrolling Interest
|
|
Total Equity
|
||||||||||||||||
Predecessor (H. J. Heinz Company)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance at April 29, 2012
|
$
|
108
|
|
|
$
|
—
|
|
|
$
|
595
|
|
|
$
|
7,568
|
|
|
$
|
(845
|
)
|
|
$
|
(4,666
|
)
|
|
$
|
52
|
|
|
$
|
2,812
|
|
Net income excluding redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
1,013
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
1,026
|
|
||||||||
Other comprehensive loss excluding redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(329
|
)
|
|
—
|
|
|
(5
|
)
|
|
(334
|
)
|
||||||||
Dividends declared-common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(666
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(666
|
)
|
||||||||
Dividends declared-noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
(13
|
)
|
||||||||
Shares reacquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(139
|
)
|
|
—
|
|
|
(139
|
)
|
||||||||
Exercise of stock options, issuance of other stock awards, and other
|
—
|
|
|
—
|
|
|
14
|
|
|
(8
|
)
|
|
—
|
|
|
158
|
|
|
—
|
|
|
164
|
|
||||||||
Balance at April 28, 2013
|
$
|
108
|
|
|
$
|
—
|
|
|
$
|
609
|
|
|
$
|
7,907
|
|
|
$
|
(1,174
|
)
|
|
$
|
(4,647
|
)
|
|
$
|
47
|
|
|
$
|
2,850
|
|
Net (loss)/income excluding redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(195
|
)
|
|
—
|
|
|
—
|
|
|
3
|
|
|
(192
|
)
|
||||||||
Other comprehensive loss excluding redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(81
|
)
|
|
—
|
|
|
(2
|
)
|
|
(83
|
)
|
||||||||
Cancellation of stock options and restricted stock units
|
—
|
|
|
—
|
|
|
(178
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(178
|
)
|
||||||||
Exercise of stock options, issuance of other stock awards, and other
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
5
|
|
||||||||
Balance at June 7, 2013
|
$
|
108
|
|
|
$
|
—
|
|
|
$
|
435
|
|
|
$
|
7,712
|
|
|
$
|
(1,255
|
)
|
|
$
|
(4,646
|
)
|
|
$
|
48
|
|
|
$
|
2,402
|
|
|
Common Stock
|
|
Warrants
|
|
Additional Paid-in Capital
|
|
Retained Earnings/ (Deficit)
|
|
Accumulated Other Comprehensive Income/(Losses)
|
|
Treasury Stock
|
|
Noncontrolling Interest
|
|
Total Equity
|
||||||||||||||||
Successor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance at February 8, 2013
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fair value of noncontrolling interest as of June 8, 2013
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
230
|
|
|
230
|
|
||||||||
Net (loss)/income excluding redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(77
|
)
|
|
—
|
|
|
—
|
|
|
5
|
|
|
(72
|
)
|
||||||||
Other comprehensive income/(loss) excluding redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
232
|
|
|
—
|
|
|
(13
|
)
|
|
219
|
|
||||||||
Dividends declared- Series A Preferred Stock
|
—
|
|
|
—
|
|
|
(360
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(360
|
)
|
||||||||
Dividends declared-noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
||||||||
Accretion of Series A Preferred Stock to redemption value
|
—
|
|
|
—
|
|
|
(687
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(687
|
)
|
||||||||
Warrants issued
|
—
|
|
|
367
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
367
|
|
||||||||
Issuance of common stock to Sponsors
|
4
|
|
|
—
|
|
|
8,496
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,500
|
|
||||||||
Exercise of stock options, issuance of other stock awards, and other
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||||
Balance at December 29, 2013
|
$
|
4
|
|
|
$
|
367
|
|
|
$
|
7,450
|
|
|
$
|
(77
|
)
|
|
$
|
232
|
|
|
$
|
—
|
|
|
$
|
216
|
|
|
$
|
8,192
|
|
Net income excluding redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
657
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
671
|
|
||||||||
Other comprehensive loss excluding redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(806
|
)
|
|
—
|
|
|
(4
|
)
|
|
(810
|
)
|
||||||||
Dividends declared-Series A Preferred Stock
|
—
|
|
|
—
|
|
|
(142
|
)
|
|
(578
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(720
|
)
|
||||||||
Dividends declared-noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(7
|
)
|
||||||||
Exercise of stock options, issuance of other stock awards, and other
|
—
|
|
|
—
|
|
|
12
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
||||||||
Balance at December 28, 2014
|
$
|
4
|
|
|
$
|
367
|
|
|
$
|
7,320
|
|
|
$
|
—
|
|
|
$
|
(574
|
)
|
|
$
|
—
|
|
|
$
|
219
|
|
|
$
|
7,336
|
|
Net income excluding redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
634
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
647
|
|
||||||||
Other comprehensive loss excluding redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(97
|
)
|
|
—
|
|
|
(18
|
)
|
|
(115
|
)
|
||||||||
Dividends declared-Series A Preferred Stock
|
—
|
|
|
—
|
|
|
(360
|
)
|
|
(540
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(900
|
)
|
||||||||
Dividends declared-common stock
|
—
|
|
|
—
|
|
|
(1,972
|
)
|
|
(92
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,064
|
)
|
||||||||
Dividends declared-noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
||||||||
Exercise of warrants
|
—
|
|
|
(367
|
)
|
|
367
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of common stock to Sponsors
|
2
|
|
|
—
|
|
|
9,998
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,000
|
|
||||||||
Acquisition of Kraft Foods Group, Inc.
|
6
|
|
|
—
|
|
|
42,849
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,855
|
|
||||||||
Exercise of stock options, issuance of other stock awards, and other
|
—
|
|
|
—
|
|
|
173
|
|
|
(2
|
)
|
|
—
|
|
|
(31
|
)
|
|
—
|
|
|
140
|
|
||||||||
Balance at January 3, 2016
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
58,375
|
|
|
$
|
—
|
|
|
$
|
(671
|
)
|
|
$
|
(31
|
)
|
|
$
|
208
|
|
|
$
|
57,893
|
|
|
Successor
|
|
Predecessor
(H. J. Heinz Company) |
||||||||||||||||
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
April 29 - June 7,
2013 (6 weeks) |
|
April 28,
2013 (52 weeks) |
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income/(loss)
|
$
|
647
|
|
|
$
|
672
|
|
|
$
|
(72
|
)
|
|
$
|
(192
|
)
|
|
$
|
1,027
|
|
Adjustments to reconcile net income/(loss) to operating cash flows:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
740
|
|
|
530
|
|
|
280
|
|
|
40
|
|
|
344
|
|
|||||
Amortization of postretirement benefit plans prior service credits
|
(112
|
)
|
|
(6
|
)
|
|
—
|
|
|
(1
|
)
|
|
(4
|
)
|
|||||
Amortization of inventory step-up
|
347
|
|
|
—
|
|
|
383
|
|
|
—
|
|
|
—
|
|
|||||
Equity award compensation expense
|
133
|
|
|
8
|
|
|
1
|
|
|
26
|
|
|
34
|
|
|||||
Deferred income tax provision
|
(317
|
)
|
|
(174
|
)
|
|
(298
|
)
|
|
(20
|
)
|
|
(87
|
)
|
|||||
Pension contributions
|
(286
|
)
|
|
(102
|
)
|
|
(152
|
)
|
|
(7
|
)
|
|
(69
|
)
|
|||||
Impairment losses on indefinite-lived intangible assets
|
58
|
|
|
221
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Nonmonetary currency devaluation
|
234
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Write-off of debt issuance costs
|
236
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other items, net
|
120
|
|
|
194
|
|
|
(40
|
)
|
|
(3
|
)
|
|
114
|
|
|||||
Changes in current assets and liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade receivables
|
838
|
|
|
144
|
|
|
(112
|
)
|
|
(37
|
)
|
|
(103
|
)
|
|||||
Sold receivables
|
(422
|
)
|
|
(129
|
)
|
|
(9
|
)
|
|
63
|
|
|
(3
|
)
|
|||||
Inventories
|
25
|
|
|
153
|
|
|
84
|
|
|
(183
|
)
|
|
(49
|
)
|
|||||
Accounts payable
|
(119
|
)
|
|
562
|
|
|
(90
|
)
|
|
(70
|
)
|
|
169
|
|
|||||
Other current assets
|
114
|
|
|
(20
|
)
|
|
46
|
|
|
(47
|
)
|
|
(46
|
)
|
|||||
Other current liabilities
|
231
|
|
|
87
|
|
|
14
|
|
|
58
|
|
|
63
|
|
|||||
Net cash provided by/(used for) operating activities
|
2,467
|
|
|
2,140
|
|
|
35
|
|
|
(373
|
)
|
|
1,390
|
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
(648
|
)
|
|
(399
|
)
|
|
(202
|
)
|
|
(120
|
)
|
|
(399
|
)
|
|||||
Acquisitions of businesses, net of cash on hand
|
(9,468
|
)
|
|
—
|
|
|
(21,494
|
)
|
|
—
|
|
|
—
|
|
|||||
Proceeds from net investment hedges
|
488
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other investing activities, net
|
(76
|
)
|
|
50
|
|
|
25
|
|
|
30
|
|
|
26
|
|
|||||
Net cash used for investing activities
|
(9,704
|
)
|
|
(349
|
)
|
|
(21,671
|
)
|
|
(90
|
)
|
|
(373
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayments of long-term debt
|
(12,314
|
)
|
|
(1,103
|
)
|
|
(2,670
|
)
|
|
(440
|
)
|
|
(224
|
)
|
|||||
Proceeds from issuance of long-term debt
|
14,834
|
|
|
—
|
|
|
12,575
|
|
|
2
|
|
|
205
|
|
|||||
Debt issuance costs
|
(98
|
)
|
|
—
|
|
|
(321
|
)
|
|
—
|
|
|
—
|
|
|||||
Net (payments)/proceeds on short-term debt
|
(49
|
)
|
|
(3
|
)
|
|
(1,641
|
)
|
|
481
|
|
|
1,090
|
|
|||||
Proceeds from issuance of Series A Preferred Stock
|
—
|
|
|
—
|
|
|
7,633
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from issuance of common stock to Sponsors
|
10,000
|
|
|
—
|
|
|
8,500
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from issuance of warrants
|
—
|
|
|
—
|
|
|
367
|
|
|
—
|
|
|
—
|
|
|||||
Dividends paid-Series A Preferred Stock
|
(900
|
)
|
|
(720
|
)
|
|
(360
|
)
|
|
—
|
|
|
—
|
|
|||||
Dividends paid-common stock
|
(1,302
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(666
|
)
|
|||||
Other financing activities, net
|
12
|
|
|
6
|
|
|
26
|
|
|
43
|
|
|
(149
|
)
|
|||||
Net cash provided by/(used for) financing activities
|
10,183
|
|
|
(1,820
|
)
|
|
24,109
|
|
|
86
|
|
|
256
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
(407
|
)
|
|
(132
|
)
|
|
(14
|
)
|
|
(30
|
)
|
|
(127
|
)
|
|||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase/(decrease)
|
2,539
|
|
|
(161
|
)
|
|
2,459
|
|
|
(407
|
)
|
|
1,146
|
|
|||||
Balance at beginning of period
|
2,298
|
|
|
2,459
|
|
|
—
|
|
|
2,477
|
|
|
1,331
|
|
|||||
Balance at end of period
|
$
|
4,837
|
|
|
$
|
2,298
|
|
|
$
|
2,459
|
|
|
$
|
2,070
|
|
|
$
|
2,477
|
|
|
Successor
|
|
Predecessor
(H. J. Heinz Company) |
||||||||||||||||
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
April 29 - June 7,
2013 (6 weeks) |
|
April 28,
2013 (52 weeks) |
||||||||||
Cash paid during the period for:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest
|
$
|
704
|
|
|
$
|
620
|
|
|
$
|
259
|
|
|
$
|
42
|
|
|
$
|
285
|
|
Income taxes
|
577
|
|
|
86
|
|
|
131
|
|
|
32
|
|
|
327
|
|
•
|
The consolidated financial statements for the year ended January 3, 2016 (a 53 week period, including a full year of Heinz results and post-2015 Merger results of Kraft);
|
•
|
The consolidated financial statements for the year ended December 28, 2014 (a 52 week period, including a full year of Heinz results); and
|
▪
|
The creation of Hawk on February 8, 2013 and
the activity from February 8, 2013 to June 7, 2013, which related primarily to the issuance of debt and recognition of associated issuance costs and interest expense; and
|
▪
|
All activity subsequent to the 2013 Merger. Therefore, the 2013 Successor Period includes 29 weeks of operating activity (June 8, 2013 to December 29, 2013). We indicate on our financial statements the weeks of operating activities in this period.
|
•
|
The consolidated financial statements of H. J. Heinz Company prior to the 2013 Merger on June 7, 2013, which includes the period from April 29, 2013 through June 7, 2013 (the “2013 Predecessor Period”); this represents six weeks of activity from April 29, 2013 through the 2013 Merger; and
|
•
|
The consolidated financial statements of H. J. Heinz Company for the fiscal year from April 30, 2012 to April 28, 2013 (“Fiscal 2013”).
|
|
|
February 8 - April 28, 2013
|
||
|
|
(in millions)
|
||
Selling, general and administrative expenses
|
|
$
|
20
|
|
Operating loss
|
|
(20
|
)
|
|
Interest expense
|
|
11
|
|
|
Other expense, net
|
|
65
|
|
|
Loss from continuing operations before income tax
|
|
(96
|
)
|
|
Benefit from income taxes
|
|
38
|
|
|
Net loss
|
|
$
|
(58
|
)
|
|
|
April 28,
2013
|
||
|
|
(in millions)
|
||
Cash
|
|
$
|
3,012
|
|
Other assets
|
|
125
|
|
|
Total assets
|
|
$
|
3,137
|
|
|
|
|
||
Notes payable
|
|
$
|
3,100
|
|
Other liabilities
|
|
95
|
|
|
Total liabilities
|
|
3,195
|
|
|
Shareholder's deficit
|
|
(58
|
)
|
|
Total liabilities and shareholder's deficit
|
|
$
|
3,137
|
|
•
|
We made a voluntary change in accounting policy to classify certain warehouse and distribution costs (including shipping and handling costs) associated with the distribution of finished product to our customers as cost of products sold, which were previously recorded in selling, general and administrative expenses (“SG&A”). We made this voluntary change in accounting policy because we believe this presentation is preferable, as the classification in cost of products sold better reflects the cost of producing and distributing products. Additionally, this presentation enhances the comparability of our financial statements with industry peers and aligns with how we now internally manage and review costs. As required by accounting principles generally accepted in the United States of America (“U.S. GAAP”), the change has been reflected in the consolidated statements of income through retrospective application of the change in accounting policy. The impact of this change was to increase cost of products sold and decrease SG&A by
$666 million
for the year ended December 28, 2014,
$367 million
in the 2013 Successor Period
,
$66 million
in the 2013 Predecessor Period, and
$656 million
in Fiscal 2013.
|
•
|
We made a voluntary change in accounting policy to classify our trademark and license intangible asset impairments and amortization in SG&A, which were previously recorded in cost of products sold. We made this voluntary change in accounting policy because we believe this presentation is preferable, as
removing these expenses from cost of products sold better aligns cost of products sold with costs directly associated with generating revenue. Additionally, this presentation enhances the comparability of our financial statements with industry peers and aligns with how we now internally manage and review costs. As required by U.S. GAAP, the change has been reflected in the consolidated statements of income through retrospective application of the change in accounting policy. The impact of this change was to increase SG&A and decrease cost of products sold by
$244 million
for the year ended December 28, 2014,
$11 million
in the 2013 Successor Period,
$2 million
in the 2013 Predecessor Period, and
$13 million
in Fiscal 2013.
|
•
|
In 2015, we determined that we had previously misclassified customer related intangible asset amortization. Such costs were previously included in cost of products sold but should have been included in SG&A. We have revised the classification to report these expenses in SG&A in the consolidated statements of income for all prior periods presented. The impact of this revision was to increase SG&A and decrease cost of products sold by
$68 million
for the year ended December 28, 2014,
$36 million
in the 2013 Successor Period,
$1 million
in the 2013 Predecessor Period, and
$18 million
in Fiscal 2013.
These misstatements were not material to our current or any prior period financial statements.
|
•
|
We separately presented sold receivables on our consolidated balance sheets and consolidated statements of cash flows to align with current period presentation.
|
Aggregate fair value of Kraft common stock
|
$
|
42,502
|
|
$16.50 per share special cash dividend
|
9,782
|
|
|
Fair value of replacement equity awards
|
353
|
|
|
Total consideration exchanged
|
$
|
52,637
|
|
Cash
|
$
|
314
|
|
Other current assets
|
3,423
|
|
|
Property, plant and equipment
|
4,193
|
|
|
Identifiable intangible assets
|
49,749
|
|
|
Other non-current assets
|
214
|
|
|
Trade and other payables
|
(3,026
|
)
|
|
Long-term debt
|
(9,286
|
)
|
|
Net postemployment benefits and other non-current liabilities
|
(4,734
|
)
|
|
Deferred income tax liabilities
|
(17,239
|
)
|
|
Net assets acquired
|
23,608
|
|
|
Goodwill on acquisition
|
29,029
|
|
|
Total consideration
|
52,637
|
|
|
Fair value of shares exchanged and equity awards
|
42,855
|
|
|
Total cash consideration paid to Kraft shareholders
|
9,782
|
|
|
Cash and cash equivalents of Kraft at the 2015 Merger Date
|
314
|
|
|
Acquisition of business, net of cash on hand
|
$
|
9,468
|
|
|
Preliminary Fair Value
|
|
Weighted Average Life
|
||
|
(in millions of dollars)
|
|
(in years)
|
||
Indefinite-lived trademarks
|
$
|
45,082
|
|
|
|
Definite-lived trademarks
|
1,690
|
|
|
24
|
|
Customer relationships
|
2,977
|
|
|
29
|
|
Total identifiable intangible assets
|
$
|
49,749
|
|
|
|
|
For the Year Ended
|
||||||
|
January 3, 2016
|
|
December 28, 2014
|
||||
|
(in millions, except per share data)
|
||||||
Net sales
|
$
|
27,447
|
|
|
$
|
29,122
|
|
Net income from continuing operations
|
1,761
|
|
|
2,003
|
|
||
Basic earnings per share
|
0.72
|
|
|
1.08
|
|
||
Diluted earnings per share
|
0.70
|
|
|
1.05
|
|
Cash
|
$
|
3,224
|
|
Other current assets
|
3,735
|
|
|
Property, plant and equipment
|
2,686
|
|
|
Identifiable intangible assets
|
13,914
|
|
|
Other non-current assets
|
651
|
|
|
Trade and other payables
|
(2,742
|
)
|
|
Long-term debt
|
(3,022
|
)
|
|
Net postemployment benefits and other non-current liabilities
|
(671
|
)
|
|
Deferred income tax liabilities
|
(4,056
|
)
|
|
Redeemable noncontrolling interest and noncontrolling interest
|
(258
|
)
|
|
Net assets acquired
|
13,461
|
|
|
Goodwill on acquisition
|
15,292
|
|
|
Total consideration
|
28,753
|
|
|
Debt repayment and associated costs
|
(3,977
|
)
|
|
Excess cash
|
(1,154
|
)
|
|
Other transaction related costs
|
(58
|
)
|
|
Total consideration paid to Predecessor shareholders
|
23,564
|
|
|
Cash and cash equivalents of Predecessor at June 7, 2013
|
(2,070
|
)
|
|
Acquisition of business, net of cash on hand
|
$
|
21,494
|
|
|
Eight Months Ended
December 29, 2013
|
|
Fiscal Year Ended
April 28, 2013
|
||||
|
(in millions, except per share data)
|
||||||
Net sales
|
$
|
7,352
|
|
|
$
|
11,529
|
|
Net income from continuing operations
|
187
|
|
|
324
|
|
||
Basic loss per share
|
(0.78
|
)
|
|
(2.87
|
)
|
||
Diluted loss per share
|
(0.78
|
)
|
|
(2.87
|
)
|
•
|
Organization costs (
$650 million
) associated with our plans to streamline and simplify our operating structure, resulting in workforce reduction. These costs will primarily include: severance and employee benefits (cash severance, non-cash severance, including accelerated equity award compensation expense, and pension and other termination benefits).
|
•
|
Footprint costs (
$1.1 billion
) associated with our plans to optimize our production and supply chain network, resulting in facility closures and consolidations. These costs will primarily include: asset-related costs (accelerated depreciation and asset impairment charges), costs to exit facilities, relocation and start-up costs of new facilities, and severance and employee benefits. On November 4, 2015, we announced the closure of
seven
factories and began consolidation of our distribution network. In a staged process over the next
12
to
24
months, production in these locations will shift to other existing factories in the United States and Canada. Overall, we expect to eliminate
2,600
positions.
|
•
|
Other costs (
$150 million
) incurred as a direct result of restructuring activities, primarily including: contract and lease terminations, professional fees, and other incremental third-party fees.
|
|
Severance and Employee Benefit Costs
|
|
Other Exit Costs
(a)
|
|
Total
|
||||||
Balance at December 28, 2014
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Charges
|
562
|
|
|
55
|
|
|
617
|
|
|||
Cash payments
|
(327
|
)
|
|
(32
|
)
|
|
(359
|
)
|
|||
Non-cash utilization
|
(50
|
)
|
|
—
|
|
|
(50
|
)
|
|||
Balance at January 3, 2016
|
$
|
185
|
|
|
$
|
23
|
|
|
$
|
208
|
|
|
Severance and Employee Benefit Costs
|
|
Other Exit Costs
(a)
|
|
Total
|
||||||
Balance at December 28, 2014
|
$
|
53
|
|
|
$
|
26
|
|
|
$
|
79
|
|
Charges
|
75
|
|
|
23
|
|
|
98
|
|
|||
Cash payments
|
(102
|
)
|
|
(17
|
)
|
|
(119
|
)
|
|||
Non-cash utilization
|
(1
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|||
Balance at January 3, 2016
|
$
|
25
|
|
|
$
|
30
|
|
|
$
|
55
|
|
|
Successor
|
|
Predecessor
(H. J. Heinz Company) |
||||||||||||||||
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
April 29 - June 7,
2013 (6 weeks) |
|
April 28,
2013 (52 weeks) |
||||||||||
Severance and Employee benefit costs - COGS
|
$
|
119
|
|
|
$
|
135
|
|
|
$
|
101
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Severance and Employee benefit costs - SG&A
|
519
|
|
|
67
|
|
|
173
|
|
|
—
|
|
|
—
|
|
|||||
Asset related costs - COGS
|
186
|
|
|
199
|
|
|
60
|
|
|
6
|
|
|
—
|
|
|||||
Asset related costs - SG&A
|
7
|
|
|
9
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|||||
Other exit costs - COGS
|
99
|
|
|
179
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|||||
Other exit costs - SG&A
|
93
|
|
|
48
|
|
|
64
|
|
|
(12
|
)
|
|
1
|
|
|||||
|
$
|
1,023
|
|
|
$
|
637
|
|
|
$
|
411
|
|
|
$
|
(6
|
)
|
|
$
|
1
|
|
|
Successor
|
|
Predecessor
(H. J. Heinz Company) |
||||||||||||||||
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
April 29 - June 7,
2013 (6 weeks) |
|
April 28,
2013 (52 weeks) |
||||||||||
United States
|
$
|
790
|
|
|
$
|
227
|
|
|
$
|
113
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Canada
|
47
|
|
|
101
|
|
|
59
|
|
|
—
|
|
|
—
|
|
|||||
Europe
|
141
|
|
|
224
|
|
|
126
|
|
|
4
|
|
|
—
|
|
|||||
Rest of World
|
13
|
|
|
62
|
|
|
49
|
|
|
2
|
|
|
—
|
|
|||||
Non-Operating
|
32
|
|
|
23
|
|
|
64
|
|
|
(12
|
)
|
|
1
|
|
|||||
|
$
|
1,023
|
|
|
$
|
637
|
|
|
$
|
411
|
|
|
$
|
(6
|
)
|
|
$
|
1
|
|
|
Successor
|
|
Predecessor
(H. J. Heinz Company) |
||||||||
|
February 8 - December 29,
2013 (29 weeks) |
|
April 29 - June 7,
2013 (6 weeks) |
|
April 28,
2013 (52 weeks) |
||||||
Net sales
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
48
|
|
Net after-tax losses
|
(6
|
)
|
|
(1
|
)
|
|
(18
|
)
|
|||
Tax benefit on losses
|
—
|
|
|
—
|
|
|
1
|
|
|
January 3, 2016
|
|
December 28, 2014
|
||||
Packaging and ingredients
|
$
|
563
|
|
|
$
|
223
|
|
Work in process
|
393
|
|
|
136
|
|
||
Finished product
|
1,662
|
|
|
826
|
|
||
Inventories
|
$
|
2,618
|
|
|
$
|
1,185
|
|
|
January 3, 2016
|
|
December 28, 2014
|
||||
Land
|
$
|
297
|
|
|
$
|
199
|
|
Buildings and improvements
|
1,700
|
|
|
597
|
|
||
Equipment and other
|
4,432
|
|
|
1,735
|
|
||
Construction in progress
|
1,001
|
|
|
265
|
|
||
|
7,430
|
|
|
2,796
|
|
||
Accumulated depreciation
|
(906
|
)
|
|
(431
|
)
|
||
Property, plant and equipment, net
|
$
|
6,524
|
|
|
$
|
2,365
|
|
|
United States
|
|
Canada
|
|
Europe
|
|
Rest of World
|
|
Total
|
||||||||||
Balance at December 28, 2014
|
$
|
8,754
|
|
|
$
|
1,348
|
|
|
$
|
3,454
|
|
|
$
|
1,403
|
|
|
$
|
14,959
|
|
2015 Merger purchase accounting
|
25,008
|
|
|
4,021
|
|
|
—
|
|
|
—
|
|
|
29,029
|
|
|||||
Translation adjustments
|
—
|
|
|
(568
|
)
|
|
(208
|
)
|
|
(207
|
)
|
|
(983
|
)
|
|||||
Other
|
1
|
|
|
(5
|
)
|
|
(94
|
)
|
|
144
|
|
|
46
|
|
|||||
Balance at January 3, 2016
|
$
|
33,763
|
|
|
$
|
4,796
|
|
|
$
|
3,152
|
|
|
$
|
1,340
|
|
|
$
|
43,051
|
|
Balance at December 28, 2014
|
$
|
11,872
|
|
2015 Merger purchase accounting
|
45,082
|
|
|
Impairment losses on indefinite-lived intangible assets
|
(58
|
)
|
|
Transfers to definite-lived intangible assets
|
(553
|
)
|
|
Translation adjustments
|
(519
|
)
|
|
Balance at January 3, 2016
|
$
|
55,824
|
|
|
January 3, 2016
|
|
December 28, 2014
|
||||||||||||||||||||
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Trademarks
|
$
|
2,346
|
|
|
$
|
(70
|
)
|
|
$
|
2,276
|
|
|
$
|
118
|
|
|
$
|
(31
|
)
|
|
$
|
87
|
|
Customer-related assets
|
4,218
|
|
|
(209
|
)
|
|
4,009
|
|
|
1,315
|
|
|
(99
|
)
|
|
1,216
|
|
||||||
Other
|
15
|
|
|
(4
|
)
|
|
11
|
|
|
15
|
|
|
(2
|
)
|
|
13
|
|
||||||
|
$
|
6,579
|
|
|
$
|
(283
|
)
|
|
$
|
6,296
|
|
|
$
|
1,448
|
|
|
$
|
(132
|
)
|
|
$
|
1,316
|
|
|
Successor
|
|
Predecessor
(H. J. Heinz Company) |
||||||||||||||||
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
April 29 - June 7,
2013 (6 weeks) |
|
April 28,
2013 (52 weeks) |
||||||||||
Income/(loss) from continuing operations before income taxes:
|
|
|
|
|
|
|
|
|
|
||||||||||
United States
|
$
|
(13
|
)
|
|
$
|
(207
|
)
|
|
$
|
(291
|
)
|
|
$
|
(191
|
)
|
|
$
|
379
|
|
International
|
1,026
|
|
|
1,010
|
|
|
(7
|
)
|
|
61
|
|
|
965
|
|
|||||
Total
|
$
|
1,013
|
|
|
$
|
803
|
|
|
$
|
(298
|
)
|
|
$
|
(130
|
)
|
|
$
|
1,344
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Provision/(benefit) for income taxes:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. federal
|
$
|
427
|
|
|
$
|
105
|
|
|
$
|
10
|
|
|
$
|
55
|
|
|
$
|
127
|
|
U.S. state and local
|
22
|
|
|
12
|
|
|
2
|
|
|
8
|
|
|
15
|
|
|||||
International
|
234
|
|
|
188
|
|
|
54
|
|
|
18
|
|
|
187
|
|
|||||
|
683
|
|
|
305
|
|
|
66
|
|
|
81
|
|
|
329
|
|
|||||
Deferred:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. federal
|
(173
|
)
|
|
(159
|
)
|
|
(125
|
)
|
|
(13
|
)
|
|
(14
|
)
|
|||||
U.S. state and local
|
(70
|
)
|
|
(14
|
)
|
|
5
|
|
|
—
|
|
|
1
|
|
|||||
International
|
(74
|
)
|
|
(1
|
)
|
|
(178
|
)
|
|
(7
|
)
|
|
(74
|
)
|
|||||
|
(317
|
)
|
|
(174
|
)
|
|
(298
|
)
|
|
(20
|
)
|
|
(87
|
)
|
|||||
Total provision for income taxes
|
$
|
366
|
|
|
$
|
131
|
|
|
$
|
(232
|
)
|
|
$
|
61
|
|
|
$
|
242
|
|
|
January 3, 2016
|
|
December 28, 2014
|
||||
|
(in millions)
|
||||||
Deferred income tax liabilities:
|
|
|
|
||||
Depreciation and amortization
|
$
|
1,659
|
|
|
$
|
686
|
|
Benefit plans
|
63
|
|
|
109
|
|
||
Deferred income
|
324
|
|
|
217
|
|
||
Indefinite lived intangible assets
|
21,525
|
|
|
3,493
|
|
||
Other
|
107
|
|
|
96
|
|
||
Deferred income tax liabilities
|
23,678
|
|
|
4,601
|
|
||
Deferred income tax assets:
|
|
|
|
||||
Operating loss carryforwards
|
(135
|
)
|
|
(110
|
)
|
||
Benefit plans
|
(1,323
|
)
|
|
(145
|
)
|
||
Depreciation and amortization
|
(248
|
)
|
|
(404
|
)
|
||
Tax credit carryforwards
|
(53
|
)
|
|
(36
|
)
|
||
Deferred income
|
(165
|
)
|
|
(15
|
)
|
||
Other
|
(410
|
)
|
|
(149
|
)
|
||
Deferred income tax assets
|
(2,334
|
)
|
|
(859
|
)
|
||
Valuation allowance
|
83
|
|
|
64
|
|
||
Net deferred income tax liabilities
|
$
|
21,427
|
|
|
$
|
3,806
|
|
|
Successor
|
|
Predecessor
(H. J. Heinz Company) |
||||||||||||||||
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
April 29 - June 7,
2013 (6 weeks) |
|
April 28,
2013 (52 weeks) |
||||||||||
Balance at the beginning of the period
|
$
|
71
|
|
|
$
|
53
|
|
|
$
|
51
|
|
|
$
|
45
|
|
|
$
|
53
|
|
Increases for tax positions of prior years
|
25
|
|
|
5
|
|
|
—
|
|
|
6
|
|
|
2
|
|
|||||
Decreases for tax positions of prior years
|
(9
|
)
|
|
(5
|
)
|
|
(7
|
)
|
|
(1
|
)
|
|
(9
|
)
|
|||||
Increases based on tax positions related to the current year
|
33
|
|
|
21
|
|
|
5
|
|
|
2
|
|
|
14
|
|
|||||
Increases due to acquisitions of businesses
|
242
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|||||
Decreases due to settlements with taxing authorities
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Decreases due to lapse of statute of limitations
|
(9
|
)
|
|
(2
|
)
|
|
—
|
|
|
(1
|
)
|
|
(11
|
)
|
|||||
Balance at the end of the period
|
$
|
353
|
|
|
$
|
71
|
|
|
$
|
53
|
|
|
$
|
51
|
|
|
$
|
45
|
|
|
Successor
|
|
Predecessor
(H. J. Heinz Company) |
||||||||||||||
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
April 29 - June 7,
2013 (6 weeks) |
|
April 28,
2013 (52 weeks) |
||||||||
Risk-free interest rate
|
1.70
|
%
|
|
1.49
|
%
|
|
1.41
|
%
|
|
NA
|
|
1.00
|
%
|
||||
Expected term
|
6.3 years
|
|
|
5 years
|
|
|
5 years
|
|
|
NA
|
|
7 years
|
|
||||
Expected volatility
|
22.9
|
%
|
|
24.3
|
%
|
|
24.3
|
%
|
|
NA
|
|
19.4
|
%
|
||||
Expected dividend yield
|
1.5
|
%
|
|
—
|
%
|
|
—
|
%
|
|
NA
|
|
3.7
|
%
|
||||
Weighted average grant date fair value per share
|
$
|
9.60
|
|
|
$
|
5.53
|
|
|
$
|
5.48
|
|
|
NA
|
|
$
|
5.79
|
|
|
January 3,
2016 (53 weeks) |
||
Risk-free interest rate
|
1.72
|
%
|
|
Weighted average expected volatility
|
20.10
|
%
|
|
Expected dividend yield
|
3.00
|
%
|
|
Weighted average fair value per share
|
$
|
35.65
|
|
|
Number of Stock Options
|
|
Weighted Average Exercise Price
(per share)
|
|
Aggregate Intrinsic Value
(in millions)
|
|
Average Remaining Contractual Term
|
|||||
Outstanding at December 28, 2014
|
8,570,796
|
|
|
$
|
22.56
|
|
|
|
|
|
||
Kraft options converted
|
13,887,135
|
|
|
37.69
|
|
|
|
|
|
|||
Options granted
|
3,409,031
|
|
|
52.52
|
|
|
|
|
|
|||
Options forfeited
|
(576,362
|
)
|
|
33.02
|
|
|
|
|
|
|||
Options exercised
|
(1,084,988
|
)
|
|
30.30
|
|
|
|
|
|
|||
Outstanding at January 3, 2016
|
24,205,612
|
|
|
34.86
|
|
|
$
|
920
|
|
|
7 years
|
|
Exercisable at January 3, 2016
|
10,713,602
|
|
|
35.92
|
|
|
395
|
|
|
6 years
|
|
Number of Options
|
|
Weighted Average Grant Date Fair Value
(per share)
|
|||
Unvested options at December 28, 2014
|
8,570,796
|
|
|
$
|
5.38
|
|
Kraft options converted
|
5,510,511
|
|
|
26.38
|
|
|
Options granted
|
3,409,031
|
|
|
9.60
|
|
|
Options vested
|
(3,421,966
|
)
|
|
24.40
|
|
|
Options forfeited
|
(576,362
|
)
|
|
10.59
|
|
|
Unvested options at January 3, 2016
|
13,492,010
|
|
|
10.02
|
|
|
Number of Units
|
|
Weighted Average Grant Date Fair Value
(per share)
|
|||
RSUs at December 28, 2014
|
—
|
|
|
$
|
—
|
|
Kraft RSUs converted
|
1,950,365
|
|
|
72.96
|
|
|
Granted
|
58,520
|
|
|
26.24
|
|
|
Forfeited
|
(31,538
|
)
|
|
72.96
|
|
|
Vested
|
(1,008,903
|
)
|
|
72.96
|
|
|
RSUs at January 3, 2016
|
968,444
|
|
|
70.14
|
|
|
Successor
|
|
Predecessor
(H. J. Heinz Company) |
||||||||||||||||
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
April 29 - June 7,
2013 (6 weeks) |
|
April 28,
2013 (52 weeks) |
||||||||||
Pre-tax compensation cost
|
$
|
133
|
|
|
$
|
8
|
|
|
$
|
1
|
|
|
$
|
26
|
|
|
$
|
34
|
|
Tax benefit
|
(48
|
)
|
|
(3
|
)
|
|
—
|
|
|
(8
|
)
|
|
(11
|
)
|
|||||
After-tax compensation cost
|
$
|
85
|
|
|
$
|
5
|
|
|
$
|
1
|
|
|
$
|
18
|
|
|
$
|
23
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
January 3, 2016
|
|
December 28, 2014
|
|
January 3, 2016
|
|
December 28, 2014
|
||||||||
|
(in millions)
|
||||||||||||||
Benefit obligation at beginning of year
|
$
|
540
|
|
|
$
|
639
|
|
|
$
|
2,611
|
|
|
$
|
2,587
|
|
Service cost
|
45
|
|
|
4
|
|
|
26
|
|
|
25
|
|
||||
Interest cost
|
164
|
|
|
29
|
|
|
103
|
|
|
107
|
|
||||
Benefits paid
|
(167
|
)
|
|
(44
|
)
|
|
(138
|
)
|
|
(122
|
)
|
||||
Actuarial (gains)/losses
|
(121
|
)
|
|
133
|
|
|
23
|
|
|
235
|
|
||||
Plan amendments
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Currency
|
—
|
|
|
—
|
|
|
(300
|
)
|
|
(181
|
)
|
||||
Settlements
|
(977
|
)
|
|
(220
|
)
|
|
(655
|
)
|
|
(5
|
)
|
||||
Curtailments
|
(148
|
)
|
|
—
|
|
|
(50
|
)
|
|
(45
|
)
|
||||
Special/contractual termination benefits
|
4
|
|
|
—
|
|
|
6
|
|
|
8
|
|
||||
Assumption of Kraft's benefit obligations
|
6,645
|
|
|
—
|
|
|
1,264
|
|
|
—
|
|
||||
Other
|
(2
|
)
|
|
(1
|
)
|
|
2
|
|
|
2
|
|
||||
Benefit obligation at end of year
|
5,990
|
|
|
540
|
|
|
2,892
|
|
|
2,611
|
|
||||
Fair value of plan assets at beginning of year
|
547
|
|
|
748
|
|
|
3,088
|
|
|
2,907
|
|
||||
Actual return on plan assets
|
(34
|
)
|
|
63
|
|
|
126
|
|
|
411
|
|
||||
Participants' contributions
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||
Employer contributions
|
227
|
|
|
—
|
|
|
59
|
|
|
102
|
|
||||
Benefits paid
|
(167
|
)
|
|
(44
|
)
|
|
(138
|
)
|
|
(122
|
)
|
||||
Currency
|
—
|
|
|
—
|
|
|
(331
|
)
|
|
(207
|
)
|
||||
Settlements
|
(977
|
)
|
|
(220
|
)
|
|
(655
|
)
|
|
(5
|
)
|
||||
Assumption of Kraft's plan assets
|
5,686
|
|
|
—
|
|
|
1,277
|
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
5,282
|
|
|
547
|
|
|
3,428
|
|
|
3,088
|
|
||||
Net pension liability/(asset) recognized at end of year
|
$
|
708
|
|
|
$
|
(7
|
)
|
|
$
|
(536
|
)
|
|
$
|
(477
|
)
|
|
January 3, 2016
|
|
December 28, 2014
|
||||
|
(in millions)
|
||||||
Other assets (long-term assets)
|
$
|
616
|
|
|
$
|
581
|
|
Accrued postemployment costs (current liabilities)
|
(172
|
)
|
|
(1
|
)
|
||
Accrued postemployment costs (long-term liabilities)
|
(616
|
)
|
|
(96
|
)
|
||
|
$
|
(172
|
)
|
|
$
|
484
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
January 3, 2016
|
|
December 28, 2014
|
|
January 3, 2016
|
|
December 28, 2014
|
||||||||
|
(in millions)
|
||||||||||||||
Projected benefit obligation
|
$
|
5,990
|
|
|
$
|
402
|
|
|
$
|
72
|
|
|
$
|
743
|
|
Accumulated benefit obligation
|
5,986
|
|
|
402
|
|
|
72
|
|
|
743
|
|
||||
Fair value of plan assets
|
5,282
|
|
|
366
|
|
|
15
|
|
|
713
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
January 3, 2016
|
|
December 28, 2014
|
|
January 3, 2016
|
|
December 28, 2014
|
||||||||
|
(in millions)
|
||||||||||||||
Projected benefit obligation
|
$
|
5,990
|
|
|
$
|
402
|
|
|
$
|
119
|
|
|
$
|
810
|
|
Accumulated benefit obligation
|
5,986
|
|
|
402
|
|
|
72
|
|
|
743
|
|
||||
Fair value of plan assets
|
5,282
|
|
|
366
|
|
|
43
|
|
|
748
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||
|
January 3, 2016
|
|
December 28, 2014
|
|
January 3, 2016
|
|
December 28, 2014
|
||||
Discount rate
|
4.3
|
%
|
|
3.8
|
%
|
|
3.8
|
%
|
|
3.5
|
%
|
Rate of compensation increase
|
4.2
|
%
|
|
4.5
|
%
|
|
3.4
|
%
|
|
3.3
|
%
|
|
U.S. Plans
|
||||||||||||||||||
|
Successor
|
|
Predecessor
(H. J. Heinz Company) |
||||||||||||||||
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
April 29 - June 7,
2013 (6 weeks) |
|
April 28,
2013 (52 weeks) |
||||||||||
Service cost
|
$
|
45
|
|
|
$
|
4
|
|
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
4
|
|
Interest cost
|
164
|
|
|
29
|
|
|
14
|
|
|
3
|
|
|
27
|
|
|||||
Expected return on plan assets
|
(179
|
)
|
|
(46
|
)
|
|
(25
|
)
|
|
(6
|
)
|
|
(55
|
)
|
|||||
Amortization of unrecognized losses
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
31
|
|
|||||
Amortization of prior service costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Settlements
|
102
|
|
|
10
|
|
|
(1
|
)
|
|
—
|
|
|
3
|
|
|||||
Curtailments
|
(96
|
)
|
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|||||
Special/contractual termination benefits
|
4
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|||||
Net pension cost/(benefit)
|
$
|
43
|
|
|
$
|
(3
|
)
|
|
$
|
14
|
|
|
$
|
18
|
|
|
$
|
11
|
|
|
Non-U.S. Plans
|
||||||||||||||||||
|
Successor
|
|
Predecessor
(H. J. Heinz Company) |
||||||||||||||||
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
April 29 - June 7,
2013 (6 weeks) |
|
April 28,
2013 (52 weeks) |
||||||||||
Service cost
|
$
|
26
|
|
|
$
|
25
|
|
|
$
|
17
|
|
|
$
|
3
|
|
|
$
|
28
|
|
Interest cost
|
103
|
|
|
107
|
|
|
58
|
|
|
11
|
|
|
105
|
|
|||||
Expected return on plan assets
|
(194
|
)
|
|
(169
|
)
|
|
(91
|
)
|
|
(22
|
)
|
|
(196
|
)
|
|||||
Amortization of unrecognized losses
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
45
|
|
|||||
Amortization of prior service costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Settlements
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Curtailments
|
(47
|
)
|
|
(6
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|||||
Special/contractual termination benefits
|
6
|
|
|
8
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|||||
Net pension (benefit)/cost
|
$
|
(89
|
)
|
|
$
|
(35
|
)
|
|
$
|
19
|
|
|
$
|
(1
|
)
|
|
$
|
(15
|
)
|
|
U.S. Plans
|
|||||||||||||
|
Successor
|
|
Predecessor
(H. J. Heinz Company) |
|||||||||||
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
April 29 - June 7,
2013 (6 weeks) |
|
April 28,
2013 (52 weeks) |
|||||
Discount rate
|
4.4
|
%
|
|
4.8
|
%
|
|
4.1
|
%
|
|
3.6
|
%
|
|
4.3
|
%
|
Expected rate of return on plan assets
|
5.6
|
%
|
|
6.5
|
%
|
|
6.5
|
%
|
|
8.8
|
%
|
|
8.8
|
%
|
Rate of compensation increase
|
4.0
|
%
|
|
4.5
|
%
|
|
4.0
|
%
|
|
4.3
|
%
|
|
4.3
|
%
|
|
Non-U.S. Plans
|
|||||||||||||
|
Successor
|
|
Predecessor
(H. J. Heinz Company) |
|||||||||||
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
April 29 - June 7,
2013 (6 weeks) |
|
April 28,
2013 (52 weeks) |
|||||
Discount rate
|
3.7
|
%
|
|
4.5
|
%
|
|
4.2
|
%
|
|
4.1
|
%
|
|
5.0
|
%
|
Expected rate of return on plan assets
|
6.4
|
%
|
|
6.1
|
%
|
|
6.1
|
%
|
|
8.0
|
%
|
|
8.0
|
%
|
Rate of compensation increase
|
3.3
|
%
|
|
3.6
|
%
|
|
3.4
|
%
|
|
3.4
|
%
|
|
3.3
|
%
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||
|
January 3, 2016
|
|
December 28, 2014
|
|
January 3, 2016
|
|
December 28, 2014
|
||||
Equity securities
|
27
|
%
|
|
12
|
%
|
|
31
|
%
|
|
38
|
%
|
Fixed-income securities
|
62
|
%
|
|
81
|
%
|
|
48
|
%
|
|
35
|
%
|
Real estate
|
5
|
%
|
|
—
|
%
|
|
9
|
%
|
|
10
|
%
|
Cash and cash equivalents
|
5
|
%
|
|
7
|
%
|
|
7
|
%
|
|
11
|
%
|
Certain insurance contracts
|
1
|
%
|
|
—
|
%
|
|
5
|
%
|
|
6
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Asset Category
|
Total Fair Value
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs
(Level 3) |
||||||||
|
(in millions)
|
||||||||||||||
Equity securities
|
$
|
321
|
|
|
$
|
321
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities (mutual and pooled funds)
|
2,173
|
|
|
16
|
|
|
2,157
|
|
|
—
|
|
||||
Total equity securities
|
2,494
|
|
|
337
|
|
|
2,157
|
|
|
—
|
|
||||
Government bonds
|
671
|
|
|
671
|
|
|
—
|
|
|
—
|
|
||||
Fixed-income securities (pooled funds)
|
1,254
|
|
|
—
|
|
|
1,254
|
|
|
—
|
|
||||
Corporate bonds and other fixed-income securities
|
2,994
|
|
|
—
|
|
|
2,994
|
|
|
—
|
|
||||
Total fixed-income securities
|
4,919
|
|
|
671
|
|
|
4,248
|
|
|
—
|
|
||||
Real estate
|
571
|
|
|
—
|
|
|
—
|
|
|
571
|
|
||||
Cash and cash equivalents
|
490
|
|
|
18
|
|
|
472
|
|
|
—
|
|
||||
Certain insurance contracts
|
236
|
|
|
—
|
|
|
—
|
|
|
236
|
|
||||
Total
|
$
|
8,710
|
|
|
$
|
1,026
|
|
|
$
|
6,877
|
|
|
$
|
807
|
|
Asset Category
|
Total Fair Value
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs
(Level 3) |
||||||||
|
(in millions)
|
||||||||||||||
Equity securities
|
$
|
377
|
|
|
$
|
377
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities (mutual and pooled funds)
|
852
|
|
|
95
|
|
|
757
|
|
|
—
|
|
||||
Total equity securities
|
1,229
|
|
|
472
|
|
|
757
|
|
|
—
|
|
||||
Government bonds
|
124
|
|
|
124
|
|
|
—
|
|
|
—
|
|
||||
Fixed-income securities (pooled funds)
|
896
|
|
|
—
|
|
|
844
|
|
|
52
|
|
||||
Corporate bonds and other fixed-income securities
|
517
|
|
|
—
|
|
|
517
|
|
|
—
|
|
||||
Total fixed-income securities
|
1,537
|
|
|
124
|
|
|
1,361
|
|
|
52
|
|
||||
Real estate
|
307
|
|
|
—
|
|
|
—
|
|
|
307
|
|
||||
Cash and cash equivalents
|
374
|
|
|
17
|
|
|
357
|
|
|
—
|
|
||||
Certain insurance contracts
|
188
|
|
|
—
|
|
|
—
|
|
|
188
|
|
||||
Total
|
$
|
3,635
|
|
|
$
|
613
|
|
|
$
|
2,475
|
|
|
$
|
547
|
|
Asset Category
|
December 28, 2014
|
|
2015 Merger
|
|
Net Realized Gain/(Loss)
|
|
Net Unrealized Gain/(Loss)
|
|
Net Purchases, Issuances and Settlements
|
|
Transfers Into/(Out of) Level 3
|
|
January 3, 2016
|
||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Fixed-income securities
(pooled funds) |
$
|
52
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
(2
|
)
|
|
$
|
(52
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Real estate
|
307
|
|
|
273
|
|
|
4
|
|
|
11
|
|
|
(24
|
)
|
|
—
|
|
|
571
|
|
|||||||
Certain insurance contracts
|
188
|
|
|
52
|
|
|
12
|
|
|
(14
|
)
|
|
(2
|
)
|
|
—
|
|
|
236
|
|
|||||||
Total Level 3 investments
|
$
|
547
|
|
|
$
|
325
|
|
|
$
|
18
|
|
|
$
|
(5
|
)
|
|
$
|
(78
|
)
|
|
$
|
—
|
|
|
$
|
807
|
|
Asset Category
|
December 29, 2013
|
|
Net Realized Gain/(Loss)
|
|
Net Unrealized Gain/(Loss)
|
|
Net Purchases, Issuances and Settlements
|
|
Transfers Into/(Out of) Level 3
|
|
December 28, 2014
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Fixed-income securities
(pooled funds) |
$
|
11
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
39
|
|
|
$
|
—
|
|
|
$
|
52
|
|
Real estate
|
283
|
|
|
(1
|
)
|
|
45
|
|
|
(20
|
)
|
|
—
|
|
|
307
|
|
||||||
Certain insurance contracts
|
13
|
|
|
—
|
|
|
11
|
|
|
164
|
|
|
—
|
|
|
188
|
|
||||||
Total Level 3 investments
|
$
|
307
|
|
|
$
|
(1
|
)
|
|
$
|
58
|
|
|
$
|
183
|
|
|
$
|
—
|
|
|
$
|
547
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||
|
(in millions)
|
||||||
2016
|
$
|
696
|
|
|
$
|
140
|
|
2017
|
394
|
|
|
144
|
|
||
2018
|
381
|
|
|
323
|
|
||
2019
|
378
|
|
|
145
|
|
||
2020
|
373
|
|
|
147
|
|
||
2021-2025
|
1,900
|
|
|
770
|
|
|
January 3, 2016
|
|
December 28, 2014
|
||||
|
(in millions)
|
||||||
Accrued benefit obligations at beginning of year
|
$
|
205
|
|
|
$
|
208
|
|
Service cost
|
13
|
|
|
5
|
|
||
Interest cost
|
56
|
|
|
9
|
|
||
Benefits paid
|
(106
|
)
|
|
(13
|
)
|
||
Actuarial losses/(gains)
|
(7
|
)
|
|
7
|
|
||
Plan amendments
|
(1,507
|
)
|
|
—
|
|
||
Currency
|
(25
|
)
|
|
(4
|
)
|
||
Curtailments
|
(55
|
)
|
|
(8
|
)
|
||
Participant's contributions
|
—
|
|
|
1
|
|
||
Assumption of Kraft's benefit obligations
|
3,371
|
|
|
—
|
|
||
Accrued benefit obligations at end of year
|
$
|
1,945
|
|
|
$
|
205
|
|
|
January 3, 2016
|
|
December 28, 2014
|
||
Discount rate
|
4.2
|
%
|
|
3.7
|
%
|
Health care cost trend rate assumed for next year
|
6.5
|
%
|
|
5.9
|
%
|
Ultimate trend rate
|
4.9
|
%
|
|
4.8
|
%
|
|
One-Percentage-Point
|
||||||
|
Increase
|
|
Decrease
|
||||
|
(in millions)
|
||||||
Effect of annual service and interest cost
|
$
|
8
|
|
|
$
|
(7
|
)
|
Effect on postretirement benefit obligation
|
126
|
|
|
(104
|
)
|
|
Successor
|
|
Predecessor
(H. J. Heinz Company) |
||||||||||||||||
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
April 29 - June 7,
2013 (6 weeks) |
|
April 28,
2013 (52 weeks) |
||||||||||
Service cost
|
$
|
13
|
|
|
$
|
5
|
|
|
$
|
4
|
|
|
$
|
1
|
|
|
$
|
6
|
|
Interest cost
|
56
|
|
|
9
|
|
|
5
|
|
|
1
|
|
|
10
|
|
|||||
Amortization of unrecognized losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Amortization of prior service credits
|
(112
|
)
|
|
(6
|
)
|
|
—
|
|
|
(1
|
)
|
|
(6
|
)
|
|||||
Curtailments
|
1
|
|
|
(7
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||||
Net postretirement benefit plans (benefit)/cost
|
$
|
(42
|
)
|
|
$
|
1
|
|
|
$
|
8
|
|
|
$
|
1
|
|
|
$
|
12
|
|
|
Successor
|
|
Predecessor
(H. J. Heinz Company) |
|||||||||||
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
April 29 - June 7,
2013 (6 weeks) |
|
April 28,
2013 (52 weeks) |
|||||
Discount rate
|
4.2
|
%
|
|
4.3
|
%
|
|
3.7
|
%
|
|
3.4
|
%
|
|
4.1
|
%
|
Health care cost trend rate
|
6.7
|
%
|
|
6.0
|
%
|
|
6.3
|
%
|
|
6.3
|
%
|
|
7.1
|
%
|
2016
|
$
|
162
|
|
2017
|
160
|
|
|
2018
|
156
|
|
|
2019
|
152
|
|
|
2020
|
147
|
|
|
2021-2025
|
644
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
|
Total
|
||||||||||||||||||
|
January 3, 2016
|
|
December 28, 2014
|
|
January 3, 2016
|
|
December 28, 2014
|
|
January 3, 2016
|
|
December 28, 2014
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Net actuarial gain
|
$
|
13
|
|
|
$
|
36
|
|
|
$
|
70
|
|
|
$
|
9
|
|
|
$
|
83
|
|
|
$
|
45
|
|
Prior service credit
|
—
|
|
|
—
|
|
|
1,409
|
|
|
14
|
|
|
1,409
|
|
|
14
|
|
||||||
|
$
|
13
|
|
|
$
|
36
|
|
|
$
|
1,479
|
|
|
$
|
23
|
|
|
$
|
1,492
|
|
|
$
|
59
|
|
|
Successor
|
|
Predecessor
(H. J. Heinz Company) |
||||||||||||||||
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
April 29 - June 7,
2013 (6 weeks) |
|
April 28,
2013 (52 weeks) |
||||||||||
Net postemployment benefit gains/(losses):
|
|
|
|
|
|
|
|
|
|
||||||||||
Net actuarial gain/(loss) arising during the period-Pension Benefits
|
$
|
3
|
|
|
$
|
(75
|
)
|
|
$
|
102
|
|
|
$
|
—
|
|
|
$
|
(256
|
)
|
Net actuarial gain/(loss) arising during the period-Postretirement Benefits
|
62
|
|
|
1
|
|
|
19
|
|
|
—
|
|
|
(9
|
)
|
|||||
Prior service cost arising during the period-Pension Benefits
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Prior service credit arising during the period-Postretirement Benefits
|
1,507
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|||||
|
1,565
|
|
|
(74
|
)
|
|
142
|
|
|
—
|
|
|
(265
|
)
|
|||||
Tax (expense)/benefit
|
(619
|
)
|
|
40
|
|
|
(40
|
)
|
|
—
|
|
|
76
|
|
|||||
|
$
|
946
|
|
|
$
|
(34
|
)
|
|
$
|
102
|
|
|
$
|
—
|
|
|
$
|
(189
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reclassification of net postemployment benefit (gains)/losses to net income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization of unrecognized loss-Pension Benefits
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
76
|
|
Amortization of unrecognized loss-Postretirement Benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Amortization of prior service cost-Pension Benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Amortization of prior service (credit)/cost-Postretirement Benefits
|
(112
|
)
|
|
(6
|
)
|
|
—
|
|
|
(1
|
)
|
|
(6
|
)
|
|||||
Net settlement and curtailment (gain)/loss-Pension Benefits
|
(24
|
)
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Net settlement and curtailment loss/(gain)-Postretirement Benefits
|
1
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
(132
|
)
|
|
(9
|
)
|
|
—
|
|
|
9
|
|
|
79
|
|
|||||
Tax benefit/(expense)
|
47
|
|
|
2
|
|
|
—
|
|
|
(2
|
)
|
|
(24
|
)
|
|||||
|
$
|
(85
|
)
|
|
$
|
(7
|
)
|
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
55
|
|
|
Foreign Currency Translation Adjustments
|
|
Net Postemployment Benefit Plan Adjustments
|
|
Net Cash Flow Hedge Adjustments
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Predecessor (H. J. Heinz Company)
|
|
|
|
|
|
|
|
||||||||
Balance as of April 29, 2012
|
$
|
(23
|
)
|
|
$
|
(828
|
)
|
|
$
|
6
|
|
|
$
|
(845
|
)
|
Foreign currency translation adjustments
|
(213
|
)
|
|
—
|
|
|
—
|
|
|
(213
|
)
|
||||
Net postemployment benefit losses
|
—
|
|
|
(189
|
)
|
|
—
|
|
|
(189
|
)
|
||||
Reclassification of net postemployment benefit losses to net income
|
—
|
|
|
55
|
|
|
—
|
|
|
55
|
|
||||
Net deferred losses on cash flow hedges
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
(12
|
)
|
||||
Net deferred losses on cash flow hedges reclassified to net income
|
—
|
|
|
—
|
|
|
30
|
|
|
30
|
|
||||
Total other comprehensive (loss)/income
|
(213
|
)
|
|
(134
|
)
|
|
18
|
|
|
(329
|
)
|
||||
Balance as of April 28, 2013
|
$
|
(236
|
)
|
|
$
|
(962
|
)
|
|
$
|
24
|
|
|
$
|
(1,174
|
)
|
Foreign currency translation adjustments
|
(94
|
)
|
|
—
|
|
|
—
|
|
|
(94
|
)
|
||||
Reclassification of net postemployment benefit losses to net income
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||
Net deferred losses on cash flow hedges
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
Net deferred losses on cash flow hedges reclassified to net income
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
||||
Total other comprehensive (loss)/income
|
(94
|
)
|
|
7
|
|
|
6
|
|
|
(81
|
)
|
||||
Balance as of June 7, 2013
|
$
|
(330
|
)
|
|
$
|
(955
|
)
|
|
$
|
30
|
|
|
$
|
(1,255
|
)
|
|
|
|
|
|
|
|
|
||||||||
Successor
|
|
|
|
|
|
|
|
||||||||
Balance as of February 8, 2013
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency translation adjustments
|
140
|
|
|
—
|
|
|
—
|
|
|
140
|
|
||||
Net deferred losses on net investment hedges
|
(118
|
)
|
|
—
|
|
|
—
|
|
|
(118
|
)
|
||||
Net postemployment benefit gains
|
—
|
|
|
102
|
|
|
—
|
|
|
102
|
|
||||
Net deferred gains on cash flow hedges
|
—
|
|
|
—
|
|
|
111
|
|
|
111
|
|
||||
Net deferred gains on cash flow hedges reclassified to net income
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
||||
Total other comprehensive income
|
22
|
|
|
102
|
|
|
108
|
|
|
232
|
|
||||
Balance as of December 29, 2013
|
$
|
22
|
|
|
$
|
102
|
|
|
$
|
108
|
|
|
$
|
232
|
|
Foreign currency translation adjustments
|
(932
|
)
|
|
—
|
|
|
—
|
|
|
(932
|
)
|
||||
Net deferred gains on net investment hedges
|
336
|
|
|
—
|
|
|
—
|
|
|
336
|
|
||||
Net postemployment benefit losses
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
(34
|
)
|
||||
Reclassification of net postemployment benefit gains to net income
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
||||
Net deferred losses on cash flow hedges
|
—
|
|
|
—
|
|
|
(173
|
)
|
|
(173
|
)
|
||||
Net deferred losses on cash flow hedges reclassified to net income
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
||||
Total other comprehensive loss
|
(596
|
)
|
|
(41
|
)
|
|
(169
|
)
|
|
(806
|
)
|
||||
Balance as of December 28, 2014
|
$
|
(574
|
)
|
|
$
|
61
|
|
|
$
|
(61
|
)
|
|
$
|
(574
|
)
|
Foreign currency translation adjustments
|
(1,578
|
)
|
|
—
|
|
|
—
|
|
|
(1,578
|
)
|
||||
Net deferred gains on net investment hedges
|
506
|
|
|
—
|
|
|
—
|
|
|
506
|
|
||||
Net postemployment benefit gains
|
—
|
|
|
946
|
|
|
—
|
|
|
946
|
|
||||
Reclassification of net postemployment benefit gains to net income
|
—
|
|
|
(85
|
)
|
|
—
|
|
|
(85
|
)
|
||||
Net deferred losses on cash flow hedges
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
||||
Net deferred losses on cash flow hedges reclassified to net income
|
—
|
|
|
—
|
|
|
120
|
|
|
120
|
|
||||
Total other comprehensive (loss)/income
|
(1,072
|
)
|
|
861
|
|
|
114
|
|
|
(97
|
)
|
||||
Balance as of January 3, 2016
|
$
|
(1,646
|
)
|
|
$
|
922
|
|
|
$
|
53
|
|
|
$
|
(671
|
)
|
|
Successor
|
|
Predecessor
(H. J. Heinz Company) |
||||||||||||||||
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
April 29 - June 7,
2013 (6 weeks) |
|
April 28,
2013 (52 weeks) |
||||||||||
Net deferred gains/(losses) on net investment hedges
|
$
|
(295
|
)
|
|
$
|
(209
|
)
|
|
$
|
73
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net postemployment benefit gains/(losses)
|
$
|
(619
|
)
|
|
$
|
40
|
|
|
$
|
(40
|
)
|
|
$
|
—
|
|
|
$
|
76
|
|
Reclassification of net postemployment benefit (gains)/losses to net income
|
$
|
47
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
(24
|
)
|
Net deferred gains/(losses) on cash flow hedges
|
$
|
32
|
|
|
$
|
95
|
|
|
$
|
(67
|
)
|
|
$
|
—
|
|
|
$
|
18
|
|
Net deferred (gains)/losses on cash flow hedges reclassified to net income
|
$
|
(75
|
)
|
|
$
|
9
|
|
|
$
|
1
|
|
|
$
|
(3
|
)
|
|
$
|
(26
|
)
|
Accumulated Other Comprehensive Income/(Losses) Component
|
|
Reclassified from Accumulated Other Comprehensive Income/(Losses) to Net Income
|
|
Affected Line Item in the Statement Where Net Income is Presented
|
||||||||||||||
|
|
Successor
|
|
Predecessor
(H. J. Heinz Company) |
|
|
||||||||||||
|
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
April 29 - June 7,
2013 (6 weeks) |
|
|
||||||||
Losses/(gains) on cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
Net sales
|
Foreign exchange contracts
|
|
(45
|
)
|
|
(5
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|
Cost of products sold
|
||||
Foreign exchange contracts
|
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
2
|
|
|
Other expense/(income), net
|
||||
Interest rate contracts
|
|
239
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Interest expense
|
||||
Cross-currency interest rate swap contracts
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
Interest expense
|
||||
Cross-currency interest rate swap contracts
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
Other expense/(income), net
|
||||
Losses/(gains) on cash flow hedges before income taxes
|
|
195
|
|
|
(5
|
)
|
|
(4
|
)
|
|
10
|
|
|
Income from continuing operations before income taxes
|
||||
Losses/(gains) on cash flow hedges income taxes
|
|
(75
|
)
|
|
9
|
|
|
1
|
|
|
(3
|
)
|
|
Provision for income taxes
|
||||
Losses/(gains) on cash flow hedges
|
|
$
|
120
|
|
|
$
|
4
|
|
|
$
|
(3
|
)
|
|
$
|
7
|
|
|
Net income from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
(Gains)/ losses on postemployment benefits:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization of unrecognized losses
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
(a)
|
Amortization of prior service (credits)/costs
|
|
(112
|
)
|
|
(6
|
)
|
|
—
|
|
|
(1
|
)
|
|
(a)
|
||||
Settlement and curtailments gains
|
|
(23
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(a)
|
||||
(Gains)/ losses on postemployment benefits before income taxes
|
|
(132
|
)
|
|
(9
|
)
|
|
—
|
|
|
9
|
|
|
Income from continuing operations before income taxes
|
||||
(Gains)/ losses on postemployment benefits income taxes
|
|
47
|
|
|
2
|
|
|
—
|
|
|
(2
|
)
|
|
Provision for income taxes
|
||||
(Gains)/ losses on postemployment benefits
|
|
$
|
(85
|
)
|
|
$
|
(7
|
)
|
|
$
|
—
|
|
|
$
|
7
|
|
|
Net income from continuing operations
|
(a)
|
These components are included in the computation of net periodic postemployment benefit costs. See Note 10,
Postemployment Benefits
, for additional information.
|
|
Priority
1
|
|
Maturity Date
|
|
Interest Rate
|
|
Carrying Value
|
||
Term B-1 Loan
|
Senior Secured Loan
|
|
*
|
|
*
|
|
$
|
2,729
|
|
Term B-2 Loan
|
Senior Secured Loan
|
|
*
|
|
*
|
|
5,503
|
|
|
$3.10 billion 4.250% Second Lien Senior Secured Notes due October 15, 2020
|
Senior Secured Notes
|
|
October 15, 2020
|
|
4.250%
|
|
3,029
|
|
|
$931 million 7.125% U.S. Dollar Notes due August 1, 2039
|
Senior Notes
|
|
August 1, 2039
|
|
7.125%
|
|
1,023
|
|
|
Other long-term debt
|
Various
|
|
2016-2032
|
|
1.500%-6.750%
|
|
1,022
|
|
|
Capital lease obligations
|
|
|
|
|
|
|
63
|
|
|
Total long-term debt
|
|
|
|
|
|
|
$
|
13,369
|
|
Current portion of long-term debt
|
|
|
|
|
|
|
11
|
|
|
Total long-term debt, excluding current portion
|
|
|
|
|
|
|
$
|
13,358
|
|
|
Aggregate Principal Amount
|
||
|
(in millions)
|
||
Issuances and assumption of debt:
|
|
||
2025 Notes
(a)
|
$
|
2,000
|
|
Euro Notes
(b)
|
€
|
750
|
|
Pound Sterling Notes
(c)
|
£
|
400
|
|
U.S. Dollar Notes
(d)
|
$
|
10,000
|
|
Canadian Dollar Notes
(e)
|
C$
|
1,000
|
|
Term Loan Facility
(f)
|
$
|
600
|
|
Assumption of Kraft's long-term debt obligations
(g)
|
$
|
8,600
|
|
|
|
||
Debt repayments
(h)
:
|
|
||
Term B-1 Loan
|
$
|
2,780
|
|
Term B-2 Loan
|
$
|
5,601
|
|
2020 Notes
|
$
|
3,100
|
|
2025 Notes
|
$
|
800
|
|
(a)
|
$2.0 billion
aggregate principal amount of
4.875%
Second Lien Senior Secured Notes due
February 15, 2025
(the “2025 Notes”)
|
(b)
|
€750 million
aggregate principal amount of
2.000%
Senior Notes due
June 30, 2023
(the “Euro Notes”)
|
(c)
|
£400 million
aggregate principal amount of
4.125%
Senior Notes due
July 1, 2027
(the “Pound Sterling Notes”)
|
(d)
|
$1.0 billion
aggregate principal amount of
1.600%
Senior Notes due
June 30, 2017
;
|
|
$1.5 billion
aggregate principal amount of
2.000%
Senior Notes due
July 2, 2018
;
|
|
$1.5 billion
aggregate principal amount of
2.800%
Senior Notes due
July 2, 2020
;
|
|
$1.0 billion
aggregate principal amount of
3.500%
Senior Notes due
July 15, 2022
;
|
|
$2.0 billion
aggregate principal amount of
3.950%
Senior Notes due
July 15, 2025
;
|
|
$1.0 billion
aggregate principal amount of
5.000%
Senior Notes due
July 15, 2035
; and
|
|
$2.0 billion
aggregate principal amount of
5.200%
Senior Notes due
July 15, 2045
(collectively, the “U.S. Dollar Notes”)
|
(e)
|
C$200 million
aggregate principal amount of Floating Rate Senior Notes due
July 6, 2018
,
C$300 million
aggregate principal amount of
2.700%
Senior Notes due
July 6, 2020
, and
C$500 million
aggregate principal amount of Floating Rate Senior Notes due
July 6, 2020
(collectively, the “Canadian Dollar Notes”)
|
(f)
|
$600 million
aggregate principal amount of our Senior Unsecured Term Loan Facility floating rate (LIBOR plus
1.250%
) due
July 6, 2022
(the “Term Loan Facility”)
|
(g)
|
In connection with the 2015 Merger, Kraft Heinz Foods Company, our
100%
owned subsidiary, assumed all of the long-term debt obligations of Kraft including the following obligations relating to its notes (collectively, the “Kraft Notes”). :
|
|
$1.0 billion
aggregate principal amount of
2.250%
Notes due
June 5, 2017
;
|
|
$1,035 million
aggregate principal amount of
6.125%
Notes due
August 23, 2018
;
|
|
$900 million
aggregate principal amount of
5.375%
Notes due
February 10, 2020
;
|
|
$2.0 billion
aggregate principal amount of
3.500%
Notes due
June 6, 2022
;
|
|
$878 million
aggregate principal amount of
6.875%
Notes due
January 26, 2039
;
|
|
$787 million
aggregate principal amount of
6.500%
Notes due
February 9, 2040
; and
|
|
$2.0 billion
aggregate principal amount of
5.000%
Notes due
June 4, 2042
|
|
The aggregate principal amounts above exclude
$686 million
recorded in purchase accounting primarily related to a fair value adjustment.
|
(h)
|
In January 2015 we repaid
$650 million
aggregate principal amount of the Term B-1 Loan and
$1,310 million
aggregate principal amount of the Term B-2 Loan. On July 2, 2015, we repaid the remaining aggregate principal amounts of the Term B-1 Loan and the Term B-2 Loan, fully redeemed
$3.1 billion
aggregate principal amount of the
4.250%
Second Lien Senior Secured Notes due
October 15, 2020
(the “2020 Notes”) and partially redeemed
$800 million
aggregate principal amount of the 2025 Notes.
|
•
|
$1,719
million aggregate principal amount of securities previously issued by Kraft Heinz Foods Company, our
100%
owned subsidiary, consisting of:
2.000%
U.S. Dollar Notes due
2016
,
1.500%
U.S. Dollar Notes due
2017
,
3.125%
U.S. Dollar Notes due
2021
,
2.850%
U.S. Dollar Notes due
2022
,
6.375%
Debentures due
2028
,
6.750%
Debentures due
2032
, and
7.125%
Debentures due
2039
.
|
•
|
£125 million
aggregate principal amount of
6.250%
Pound Sterling notes due
2030
previously issued by H.J. Heinz Finance UK Plc and guaranteed by Kraft Heinz Foods Company.
|
|
Priority
1
|
|
Maturity Date
|
|
Interest Rate
2
|
|
Carrying Value
|
||
2025 Notes
|
Senior Secured Notes
3
|
|
February 15, 2025
|
|
4.875%
|
|
$
|
1,190
|
|
Euro Notes
|
Senior Notes
|
|
June 30, 2023
|
|
2.000%
|
|
803
|
|
|
Pound Sterling Notes
|
Senior Notes
|
|
July 1, 2027
|
|
4.125%
|
|
584
|
|
|
U.S. Dollar Notes
|
Senior Notes
|
|
2017-2045
|
|
1.600%-5.200%
|
|
9,916
|
|
|
Canadian Dollar Notes
|
Senior Notes
|
|
2018-2020
|
|
1.598%-2.700%
|
|
720
|
|
|
Kraft Notes
|
Senior Unsecured Notes
|
|
2017-2040
|
|
2.250%-6.875%
|
|
9,179
|
|
|
Term Loan Facility
|
Senior Unsecured Loan
|
|
July 6, 2022
|
|
1.573%
|
|
596
|
|
|
Other-long term debt
|
Various
|
|
2016-2039
|
|
0.500%-7.125%
|
|
2,113
|
|
|
Capital lease obligations
|
|
|
|
|
|
|
129
|
|
|
Total long-term debt
|
|
|
|
|
|
|
$
|
25,230
|
|
Current portion of long-term debt
|
|
|
|
|
|
|
79
|
|
|
Total long-term debt, excluding current portion
|
|
|
|
|
|
|
$
|
25,151
|
|
2016
|
$
|
60
|
|
2017
|
2,019
|
|
|
2018
|
2,682
|
|
|
2019
|
4
|
|
|
2020
|
3,582
|
|
|
Thereafter
|
16,138
|
|
•
|
$104,000
per share for any payment from June 7, 2016 and through June 6, 2017;
|
•
|
$105,000
per share for any payment made from June 7, 2017 and through June 6, 2018;
|
•
|
$106,000
per share for any payment made from June 7, 2018 and through June 6, 2019;
|
•
|
$107,000
per share for any payment made from June 7, 2019 and through June 6, 2020; and
|
•
|
$108,000
per share for any payment made on or after June 7, 2020.
|
|
Shares Issued
|
|
Treasury Shares
|
|
Shares Outstanding
|
|||
Predecessor (H. J. Heinz Company)
|
|
|
|
|
|
|||
Balance at April 29, 2012
|
431,096
|
|
|
(110,871
|
)
|
|
320,225
|
|
Exercise of stock options, issuance of other stock awards, and other
|
—
|
|
|
1,041
|
|
|
1,041
|
|
Balance at April 28, 2013
|
431,096
|
|
|
(109,830
|
)
|
|
321,266
|
|
Exercise of stock options, issuance of other stock awards, and other
|
—
|
|
|
33
|
|
|
33
|
|
Balance at June 7, 2013
|
431,096
|
|
|
(109,797
|
)
|
|
321,299
|
|
Successor
|
|
|
|
|
|
|||
Balance at February 8, 2013
|
—
|
|
|
—
|
|
|
—
|
|
Issuance of common stock to Sponsors
|
376,832
|
|
|
—
|
|
|
376,832
|
|
Balance at December 29, 2013
|
376,832
|
|
|
—
|
|
|
376,832
|
|
Exercise of stock options, issuance of other stock awards, and other
|
178
|
|
|
—
|
|
|
178
|
|
Balance at December 28, 2014
|
377,010
|
|
|
—
|
|
|
377,010
|
|
Exercise of warrants
|
20,480
|
|
|
—
|
|
|
20,480
|
|
Issuance of common stock to Sponsors
|
221,666
|
|
|
—
|
|
|
221,666
|
|
Acquisition of Kraft Foods Group, Inc.
|
592,898
|
|
|
—
|
|
|
592,898
|
|
Exercise of stock options, issuance of other stock awards, and other
|
2,338
|
|
|
(413
|
)
|
|
1,925
|
|
Balance at January 3, 2016
|
1,214,392
|
|
|
(413
|
)
|
|
1,213,979
|
|
•
|
On October 9, 2015, we entered into a
$150 million
U.S. securitization program, replacing a similar arrangement in existence during the first three quarters of 2015. Under this program, we receive cash consideration of up to
$150 million
and a
receivable for the remainder of the purchase price (the “Deferred Purchase Price”). This securitization program utilizes a bankruptcy-remote special-purpose entity (“SPE”). The SPE is wholly-owned by a subsidiary of Kraft Heinz and its sole business consists of the purchase or acceptance, through capital contributions of receivables and related assets, from a Kraft Heinz subsidiary and subsequent transfer of such receivables and related assets to a bank. Although the SPE is included in our consolidated financial statements, it is a separate legal entity with separate creditors who will be entitled, upon its liquidation, to be satisfied out of the SPE's assets prior to any assets or value in the SPE becoming available to Kraft Heinz or its subsidiaries. The assets of the SPE are not available to pay creditors of Kraft Heinz or its subsidiaries. This program expires in October 2016.
|
•
|
We have a
$70 million
Australian dollar factoring program in which we receive cash consideration of up to
$70 million
Australian dollars and a receivable for the Deferred Purchase Price. This program began in August 2014 and automatically renews annually until it is terminated by either party.
|
•
|
We have a
$50 million
New Zealand dollar factoring program in which we receive cash consideration of up to
$50 million
New Zealand dollars and a receivable for the Deferred Purchase Price. This program began in August 2014 and automatically renews annually until it is terminated by either party.
|
•
|
We have a
£90 million
and
€35 million
European factoring program in which we receive cash consideration of up to
ninety-five percent
of the
£90 million
and
€35 million
facilities and a receivable for the remainder of the Deferred Purchase Price. This program began in December 2014 and automatically renews annually until it is terminated by either party.
|
|
Notional Amount
|
||||||
|
January 3, 2016
|
|
December 28, 2014
|
||||
Commodity contracts
|
$
|
787
|
|
|
$
|
—
|
|
Foreign exchange contracts
|
3,458
|
|
|
4,607
|
|
||
Cross-currency contracts
|
4,328
|
|
|
9,900
|
|
||
Interest rate contracts
|
—
|
|
|
7,921
|
|
|
January 3, 2016
|
||||||||||||||||||||||||||||||
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign exchange contracts
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
46
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
46
|
|
|
$
|
6
|
|
Cross-currency contracts
|
—
|
|
|
—
|
|
|
605
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
605
|
|
|
—
|
|
||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commodity contracts
|
24
|
|
|
29
|
|
|
1
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
36
|
|
||||||||
Foreign exchange contracts
|
—
|
|
|
—
|
|
|
88
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
88
|
|
|
13
|
|
||||||||
Cross-currency contracts
|
—
|
|
|
—
|
|
|
47
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|
—
|
|
||||||||
Total fair value
|
$
|
24
|
|
|
$
|
29
|
|
|
$
|
787
|
|
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
811
|
|
|
$
|
55
|
|
|
December 28, 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign exchange contracts
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
46
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
46
|
|
|
$
|
15
|
|
Cross-currency contracts
|
—
|
|
|
—
|
|
|
357
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
357
|
|
|
2
|
|
||||||||
Interest rate contracts
|
—
|
|
|
—
|
|
|
2
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
16
|
|
||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign exchange contracts
|
—
|
|
|
—
|
|
|
169
|
|
|
108
|
|
|
—
|
|
|
—
|
|
|
169
|
|
|
108
|
|
||||||||
Total fair value
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
574
|
|
|
$
|
141
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
574
|
|
|
$
|
141
|
|
Instrument
|
|
Notional
(local)
(in billions)
|
|
Notional
(USD)
(in billions)
|
|
Maturity
|
||||
Cross-currency swap
|
|
£
|
0.8
|
|
|
$
|
1.4
|
|
|
October 2019
|
Cross-currency swap
|
|
€
|
0.9
|
|
|
$
|
1.1
|
|
|
October 2019
|
Cross-currency swap
|
|
C$
|
1.8
|
|
|
$
|
1.6
|
|
|
December 2019
|
•
|
foreign currency transactions for periods not exceeding the next
two
years; and
|
•
|
cross-currency transactions for periods not exceeding the next
four
years.
|
•
|
other expense/(income), net for foreign exchange contracts related to forecasted transactions; and
|
•
|
interest expense for interest rate contracts.
|
|
Successor
|
||||||||||||||||||||||||||||||||||||||
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
||||||||||||||||||||||||||||||||||||
|
Commodity Contracts
|
|
Foreign Exchange
Contracts |
|
Cross-Currency Contracts
|
|
Cross-Currency Interest Rate Swap Contracts
|
|
Interest Rate Contracts
|
|
Commodity Contracts
|
|
Foreign Exchange
Contracts |
|
Cross-Currency Contracts
|
|
Cross-Currency Interest Rate Swap Contracts
|
|
Interest Rate
Contracts |
||||||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Gains/(losses) recognized in other comprehensive income (effective portion)
|
$
|
—
|
|
|
$
|
73
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(111
|
)
|
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(289
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Net investment hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Gains recognized in other comprehensive income (effective portion)
|
—
|
|
|
—
|
|
|
736
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
545
|
|
|
—
|
|
|
—
|
|
||||||||||
Total gains/(losses) recognized in other comprehensive income (effective portion)
|
$
|
—
|
|
|
$
|
73
|
|
|
$
|
736
|
|
|
$
|
—
|
|
|
$
|
(111
|
)
|
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
545
|
|
|
$
|
—
|
|
|
$
|
(289
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Cash flow hedges reclassified to net income/(loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cost of products sold (effective portion)
|
—
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Other expense/(income), net
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(239
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
|
—
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|
(239
|
)
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Unrealized gains on derivative instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Losses on derivatives recognized in cost of products sold
|
(57
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Gains on derivatives recognized in other expense/(income), net
|
—
|
|
|
92
|
|
|
53
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
76
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
|
(57
|
)
|
|
92
|
|
|
53
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
151
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Total (losses)/gains recognized in statements of income
|
$
|
(57
|
)
|
|
$
|
136
|
|
|
$
|
53
|
|
|
$
|
—
|
|
|
$
|
(231
|
)
|
|
$
|
—
|
|
|
$
|
156
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Successor
|
|
Predecessor
(H. J. Heinz Company) |
||||||||||||||||||||||||||||||||||||
|
February 8 - December 29,
2013 (29 weeks) |
|
April 29 - June 7,
2013 (6 weeks) |
||||||||||||||||||||||||||||||||||||
|
Commodity Contracts
|
|
Foreign Exchange
Contracts |
|
Cross-Currency Contracts
|
|
Cross-Currency Interest Rate Swap Contracts
|
|
Interest Rate Contracts
|
|
Commodity Contracts
|
|
Foreign Exchange
Contracts |
|
Cross-Currency Contracts
|
|
Cross-Currency Interest Rate Swap Contracts
|
|
Interest Rate
Contracts |
||||||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Gains/(losses) recognized in other comprehensive income (effective portion)
|
$
|
—
|
|
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
147
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Net investment hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Losses recognized in other comprehensive income (effective portion)
|
—
|
|
|
—
|
|
|
(191
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Total gains/(losses) recognized in other comprehensive income (effective portion)
|
$
|
—
|
|
|
$
|
30
|
|
|
$
|
(191
|
)
|
|
$
|
—
|
|
|
$
|
147
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Cash flow hedges reclassified to net income/(loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cost of products sold (effective portion)
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Other expense/(income), net
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
||||||||||
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Fair value hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Losses recognized in other expense/(income), net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Unrealized gains on derivative instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
118
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Losses on derivatives recognized in other expense/(income), net
|
—
|
|
|
(31
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
|
—
|
|
|
(31
|
)
|
|
—
|
|
|
—
|
|
|
118
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Total (losses)/gains recognized in statements of income
|
$
|
—
|
|
|
$
|
(27
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
118
|
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
(10
|
)
|
|
$
|
(6
|
)
|
|
Predecessor
(H. J. Heinz Company) |
||||||||||||||||||
|
April 28,
2013 (52 weeks) |
||||||||||||||||||
|
Commodity Contracts
|
|
Foreign Exchange
Contracts |
|
Cross-Currency Contracts
|
|
Cross-Currency Interest Rate Swap Contracts
|
|
Interest Rate
Contracts |
||||||||||
|
(in millions)
|
||||||||||||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Gains/(losses) recognized in other comprehensive income (effective portion)
|
$
|
—
|
|
|
$
|
48
|
|
|
$
|
—
|
|
|
$
|
(77
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flow hedges reclassified to net income/(loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cost of products sold (effective portion)
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other expense/(income), net
|
—
|
|
|
14
|
|
|
—
|
|
|
(70
|
)
|
|
—
|
|
|||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|||||
|
—
|
|
|
20
|
|
|
—
|
|
|
(75
|
)
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Fair value hedges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Gains/(losses) recognized in other expense/(income), net
|
—
|
|
|
—
|
|
|
—
|
|
|
70
|
|
|
(3
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Gains on derivatives recognized in other expense/(income), net
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total gains/(losses) recognized in statement of income
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
$
|
(4
|
)
|
•
|
the official exchange rate of BsF
6.30
per U.S. dollar, which is available through the government-operated National Center of Foreign Commerce (“CENCOEX”) and is applicable to import activities related to certain necessities, including food products;
|
•
|
the Complimentary System of Foreign Currency Acquirement (“SICAD I”) rate of approximately BsF
12
per U.S. dollar, which operates similar to an auction system and allows entities in specific sectors to bid for U.S. dollars to be used for specified import transactions; and
|
•
|
the Marginal Currency System (“SIMADI”) rate, which has averaged approximately BsF
198
per U.S. dollar since commencement of trading and is an open-market exchange format that allows for legal trading of foreign currency based upon supply and demand.
|
2016
|
$
|
120
|
|
2017
|
119
|
|
|
2018
|
106
|
|
|
2019
|
90
|
|
|
2020
|
68
|
|
|
Thereafter
|
235
|
|
|
Total
|
$
|
738
|
|
|
Successor
|
|
Predecessor
(H. J. Heinz Company) |
||||||||||||||||
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
April 29 - June 7,
2013 (6 weeks) |
|
April 28,
2013 (52 weeks) |
||||||||||
|
(in millions, except per share amounts)
|
||||||||||||||||||
Basic Earnings Per Common Share:
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss)/income from continuing operations attributable to common shareholders
|
$
|
(266
|
)
|
|
$
|
(63
|
)
|
|
$
|
(1,118
|
)
|
|
$
|
(194
|
)
|
|
$
|
1,088
|
|
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(1
|
)
|
|
(75
|
)
|
|||||
Net (loss)/income attributable to common shareholders
|
$
|
(266
|
)
|
|
$
|
(63
|
)
|
|
$
|
(1,124
|
)
|
|
$
|
(195
|
)
|
|
$
|
1,013
|
|
Weighted average shares of common stock outstanding
|
786
|
|
|
377
|
|
|
377
|
|
|
321
|
|
|
321
|
|
|||||
Continuing operations
|
$
|
(0.34
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(2.97
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
3.39
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|
(0.23
|
)
|
|||||
Net (loss)/earnings
|
$
|
(0.34
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(2.98
|
)
|
|
$
|
(0.61
|
)
|
|
$
|
3.16
|
|
Diluted Earnings Per Common Share:
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss)/income from continuing operations attributable to common shareholders
|
$
|
(266
|
)
|
|
$
|
(63
|
)
|
|
$
|
(1,118
|
)
|
|
$
|
(194
|
)
|
|
$
|
1,088
|
|
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(1
|
)
|
|
(75
|
)
|
|||||
Net (loss)/income attributable to common shareholders
|
$
|
(266
|
)
|
|
$
|
(63
|
)
|
|
$
|
(1,124
|
)
|
|
$
|
(195
|
)
|
|
$
|
1,013
|
|
Weighted average shares of common stock outstanding
|
786
|
|
|
377
|
|
|
377
|
|
|
321
|
|
|
321
|
|
|||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Weighted average shares of common stock, including dilutive effect
|
786
|
|
|
377
|
|
|
377
|
|
|
321
|
|
|
323
|
|
|||||
Continuing operations
|
$
|
(0.34
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(2.97
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
3.37
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|
(0.23
|
)
|
|||||
Net (loss)/earnings
|
$
|
(0.34
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(2.98
|
)
|
|
$
|
(0.61
|
)
|
|
$
|
3.14
|
|
|
Successor
|
|
Predecessor
(H. J. Heinz Company) |
||||||||||||||||
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
April 29 - June 7,
2013 (6 weeks) |
|
April 28,
2013 (52 weeks) |
||||||||||
|
(in millions)
|
||||||||||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
||||||||||
United States
|
$
|
11,124
|
|
|
$
|
3,615
|
|
|
$
|
2,072
|
|
|
$
|
371
|
|
|
$
|
3,857
|
|
Canada
|
1,437
|
|
|
631
|
|
|
371
|
|
|
73
|
|
|
709
|
|
|||||
Europe
|
2,485
|
|
|
2,973
|
|
|
1,659
|
|
|
269
|
|
|
3,049
|
|
|||||
Rest of World
|
3,292
|
|
|
3,703
|
|
|
2,138
|
|
|
400
|
|
|
3,914
|
|
|||||
Total net sales
|
$
|
18,338
|
|
|
$
|
10,922
|
|
|
$
|
6,240
|
|
|
$
|
1,113
|
|
|
$
|
11,529
|
|
|
Successor
|
|
Predecessor
(H. J. Heinz Company) |
||||||||||||||||
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
April 29 - June 7,
2013 (6 weeks) |
|
April 28,
2013 (52 weeks) |
||||||||||
|
(in millions)
|
||||||||||||||||||
Segment Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
||||||||||
United States
|
$
|
4,783
|
|
|
$
|
4,499
|
|
|
$
|
519
|
|
|
$
|
81
|
|
|
$
|
932
|
|
Canada
|
541
|
|
|
615
|
|
|
99
|
|
|
16
|
|
|
175
|
|
|||||
Europe
|
909
|
|
|
898
|
|
|
349
|
|
|
42
|
|
|
671
|
|
|||||
Rest of World
|
670
|
|
|
689
|
|
|
256
|
|
|
58
|
|
|
485
|
|
|||||
General corporate expenses
|
(164
|
)
|
|
(175
|
)
|
|
(58
|
)
|
|
(25
|
)
|
|
(164
|
)
|
|||||
Depreciation and amortization (excluding integration and restructuring expenses)
|
(779
|
)
|
|
(924
|
)
|
|
(216
|
)
|
|
(34
|
)
|
|
(340
|
)
|
|||||
Integration and restructuring expenses
|
(1,117
|
)
|
|
(743
|
)
|
|
(411
|
)
|
|
6
|
|
|
(1
|
)
|
|||||
Merger costs
|
(194
|
)
|
|
(68
|
)
|
|
(158
|
)
|
|
(112
|
)
|
|
(45
|
)
|
|||||
Amortization of inventory step-up
|
(347
|
)
|
|
—
|
|
|
(383
|
)
|
|
—
|
|
|
—
|
|
|||||
Unrealized gains/(losses) on commodity hedges
|
41
|
|
|
(79
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Impairment losses
|
(58
|
)
|
|
(221
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain on sale of business
|
21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Nonmonetary currency devaluation
|
(57
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Equity award compensation expense (excluding integration and restructuring expenses)
|
(61
|
)
|
|
(108
|
)
|
|
(5
|
)
|
|
(4
|
)
|
|
(51
|
)
|
|||||
Other pro forma adjustments
|
(1,549
|
)
|
|
(2,815
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating income/(loss)
|
2,639
|
|
|
1,568
|
|
|
(8
|
)
|
|
28
|
|
|
1,662
|
|
|||||
Interest expense
|
1,321
|
|
|
686
|
|
|
409
|
|
|
35
|
|
|
284
|
|
|||||
Other expense/(income), net
|
305
|
|
|
79
|
|
|
(119
|
)
|
|
123
|
|
|
34
|
|
|||||
Income/(loss) from continuing operations before income taxes
|
$
|
1,013
|
|
|
$
|
803
|
|
|
$
|
(298
|
)
|
|
$
|
(130
|
)
|
|
$
|
1,344
|
|
|
Successor
|
|
Predecessor
(H. J. Heinz Company) |
||||||||||||||||
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
April 29 - June 7,
2013 (6 weeks) |
|
April 28,
2013 (52 weeks) |
||||||||||
|
(in millions)
|
||||||||||||||||||
Depreciation and Amortization Expense:
|
|
|
|
|
|
|
|
|
|
||||||||||
United States
|
$
|
484
|
|
|
$
|
191
|
|
|
$
|
125
|
|
|
$
|
12
|
|
|
$
|
104
|
|
Canada
|
36
|
|
|
83
|
|
|
28
|
|
|
4
|
|
|
23
|
|
|||||
Europe
|
83
|
|
|
121
|
|
|
60
|
|
|
9
|
|
|
90
|
|
|||||
Rest of World
|
88
|
|
|
103
|
|
|
55
|
|
|
10
|
|
|
96
|
|
|||||
Non-Operating
(a)
|
49
|
|
|
32
|
|
|
12
|
|
|
5
|
|
|
31
|
|
|||||
Total depreciation and amortization expense
|
$
|
740
|
|
|
$
|
530
|
|
|
$
|
280
|
|
|
$
|
40
|
|
|
$
|
344
|
|
|
Successor
|
|
Predecessor
(H. J. Heinz Company) |
||||||||||||||||
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
April 29 - June 7,
2013 (6 weeks) |
|
April 28,
2013 (52 weeks) |
||||||||||
|
(in millions)
|
||||||||||||||||||
Capital Expenditures:
|
|
|
|
|
|
|
|
|
|
||||||||||
United States
|
$
|
377
|
|
|
$
|
146
|
|
|
$
|
42
|
|
|
$
|
9
|
|
|
$
|
68
|
|
Canada
|
19
|
|
|
2
|
|
|
5
|
|
|
1
|
|
|
39
|
|
|||||
Europe
|
102
|
|
|
95
|
|
|
40
|
|
|
5
|
|
|
92
|
|
|||||
Rest of World
|
103
|
|
|
93
|
|
|
67
|
|
|
6
|
|
|
144
|
|
|||||
Non-Operating
(a)
|
47
|
|
|
63
|
|
|
48
|
|
|
99
|
|
|
56
|
|
|||||
Total capital expenditures
|
$
|
648
|
|
|
$
|
399
|
|
|
$
|
202
|
|
|
$
|
120
|
|
|
$
|
399
|
|
|
Successor
|
|
Predecessor
(H. J. Heinz Company) |
||||||||||||||||
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
April 29 - June 7,
2013 (6 weeks) |
|
April 28,
2013 (52 weeks) |
||||||||||
|
(in millions)
|
||||||||||||||||||
Condiments and sauces
|
$
|
5,846
|
|
|
$
|
5,489
|
|
|
$
|
3,081
|
|
|
$
|
534
|
|
|
$
|
5,376
|
|
Cheese and dairy
|
2,795
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Ambient meals
|
1,858
|
|
|
1,544
|
|
|
865
|
|
|
140
|
|
|
1,646
|
|
|||||
Frozen and chilled meals
|
2,210
|
|
|
2,000
|
|
|
1,199
|
|
|
199
|
|
|
2,318
|
|
|||||
Meats
|
1,480
|
|
|
199
|
|
|
122
|
|
|
20
|
|
|
277
|
|
|||||
Refreshment beverages
|
665
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Coffee
|
710
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Infant/nutrition
|
902
|
|
|
1,116
|
|
|
624
|
|
|
119
|
|
|
1,189
|
|
|||||
Desserts, toppings and baking
|
521
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Nuts and salted snacks
|
562
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other
|
789
|
|
|
574
|
|
|
349
|
|
|
101
|
|
|
723
|
|
|||||
Total net sales
|
$
|
18,338
|
|
|
$
|
10,922
|
|
|
$
|
6,240
|
|
|
$
|
1,113
|
|
|
$
|
11,529
|
|
|
Successor
|
|
Predecessor
(H. J. Heinz Company) |
||||||||||||||||
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
|
February 8 - December 29,
2013 (29 weeks) |
|
April 29 - June 7,
2013 (6 weeks) |
|
April 28,
2013 (52 weeks) |
||||||||||
|
(in millions)
|
||||||||||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
||||||||||
United States
|
$
|
11,124
|
|
|
$
|
3,615
|
|
|
$
|
2,072
|
|
|
$
|
371
|
|
|
$
|
3,857
|
|
Canada
|
1,437
|
|
|
631
|
|
|
371
|
|
|
73
|
|
|
709
|
|
|||||
United Kingdom
|
1,334
|
|
|
1,549
|
|
|
860
|
|
|
131
|
|
|
1,598
|
|
|||||
Other
|
4,443
|
|
|
5,127
|
|
|
2,937
|
|
|
538
|
|
|
5,365
|
|
|||||
Total net sales
|
$
|
18,338
|
|
|
$
|
10,922
|
|
|
$
|
6,240
|
|
|
$
|
1,113
|
|
|
$
|
11,529
|
|
|
January 3, 2016
|
|
December 28, 2014
|
||||
|
(in millions)
|
||||||
Long-lived assets:
|
|
|
|
||||
United States
|
$
|
94,504
|
|
|
$
|
15,957
|
|
United Kingdom
|
6,742
|
|
|
6,777
|
|
||
Canada
|
5,871
|
|
|
2,378
|
|
||
Other
|
4,578
|
|
|
5,400
|
|
||
Total long-lived assets
|
$
|
111,695
|
|
|
$
|
30,512
|
|
|
Successor
|
|
Predecessor
(H. J. Heinz Company) |
||||||||
|
February 8 - December 29,
2013 (29 weeks) |
|
April 29 - June 7,
2013 (6 weeks) |
|
December 23,
2012 (34 Weeks) |
||||||
|
|
|
|
|
(Unaudited)
|
||||||
|
(in millions)
|
||||||||||
Net sales
|
$
|
6,240
|
|
|
$
|
1,113
|
|
|
$
|
7,438
|
|
Gross profit
|
1,332
|
|
|
320
|
|
|
2,282
|
|
|||
(Benefit from)/provision for income taxes
|
(232
|
)
|
|
61
|
|
|
143
|
|
|||
Net (loss)/income from continuing operations
|
(66
|
)
|
|
(191
|
)
|
|
769
|
|
|||
Loss from discontinued operations, net of tax
|
(6
|
)
|
|
(1
|
)
|
|
(36
|
)
|
|||
Net (loss)/income attributable to Kraft Heinz
|
(77
|
)
|
|
(195
|
)
|
|
722
|
|
|
2015 Quarters
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
|
(in millions, except per share data)
|
||||||||||||||
Net sales
|
$
|
2,478
|
|
|
$
|
2,616
|
|
|
$
|
6,120
|
|
|
$
|
7,124
|
|
Gross profit
|
847
|
|
|
882
|
|
|
1,628
|
|
|
2,404
|
|
||||
Income/(loss) from continuing operations attributable to Kraft Heinz, net of tax
|
276
|
|
|
(164
|
)
|
|
(123
|
)
|
|
645
|
|
||||
Net income/(loss) attributable to common shareholders
|
96
|
|
|
(344
|
)
|
|
(303
|
)
|
|
285
|
|
||||
Per share data applicable to common shareholders:
|
|
|
|
|
|
|
|
||||||||
Basic earnings/(loss)
|
0.26
|
|
|
(0.91
|
)
|
|
(0.27
|
)
|
|
0.23
|
|
||||
Diluted earnings/(loss)
|
0.24
|
|
|
(0.91
|
)
|
|
(0.27
|
)
|
|
0.23
|
|
|
2014 Quarters
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
|
(in millions, except per share data)
|
||||||||||||||
Net sales
|
$
|
2,800
|
|
|
$
|
2,729
|
|
|
$
|
2,594
|
|
|
$
|
2,799
|
|
Gross profit
|
812
|
|
|
803
|
|
|
767
|
|
|
895
|
|
||||
Income from continuing operations attributable to Kraft Heinz, net of tax
|
195
|
|
|
127
|
|
|
172
|
|
|
163
|
|
||||
Net income/(loss) attributable to common shareholders
|
15
|
|
|
(53
|
)
|
|
(8
|
)
|
|
(17
|
)
|
||||
Per share data applicable to common shareholders:
|
|
|
|
|
|
|
|
||||||||
Basic earnings/(loss)
|
0.04
|
|
|
(0.14
|
)
|
|
(0.02
|
)
|
|
(0.04
|
)
|
||||
Diluted earnings/(loss)
|
0.04
|
|
|
(0.14
|
)
|
|
(0.02
|
)
|
|
(0.04
|
)
|
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
10,580
|
|
|
$
|
8,145
|
|
|
$
|
(387
|
)
|
|
$
|
18,338
|
|
Cost of products sold
|
—
|
|
|
7,298
|
|
|
5,666
|
|
|
(387
|
)
|
|
12,577
|
|
|||||
Gross profit
|
—
|
|
|
3,282
|
|
|
2,479
|
|
|
—
|
|
|
5,761
|
|
|||||
Selling, general and administrative expenses
|
—
|
|
|
2,378
|
|
|
744
|
|
|
—
|
|
|
3,122
|
|
|||||
Operating income
|
—
|
|
|
904
|
|
|
1,735
|
|
|
—
|
|
|
2,639
|
|
|||||
Interest expense
|
—
|
|
|
1,221
|
|
|
100
|
|
|
—
|
|
|
1,321
|
|
|||||
Other expense, net
|
—
|
|
|
140
|
|
|
165
|
|
|
—
|
|
|
305
|
|
|||||
(Loss)/income before income taxes
|
—
|
|
|
(457
|
)
|
|
1,470
|
|
|
—
|
|
|
1,013
|
|
|||||
Equity in earnings of subsidiaries
|
634
|
|
|
899
|
|
|
—
|
|
|
(1,533
|
)
|
|
—
|
|
|||||
(Benefit from)/provision for income taxes
|
—
|
|
|
(192
|
)
|
|
558
|
|
|
—
|
|
|
366
|
|
|||||
Net income
|
634
|
|
|
634
|
|
|
912
|
|
|
(1,533
|
)
|
|
647
|
|
|||||
Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
|||||
Net income excluding noncontrolling interest
|
$
|
634
|
|
|
$
|
634
|
|
|
$
|
899
|
|
|
$
|
(1,533
|
)
|
|
$
|
634
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income/(loss) excluding noncontrolling interest
|
$
|
537
|
|
|
$
|
537
|
|
|
$
|
(734
|
)
|
|
$
|
197
|
|
|
$
|
537
|
|
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
3,740
|
|
|
$
|
7,325
|
|
|
$
|
(143
|
)
|
|
$
|
10,922
|
|
Cost of products sold
|
—
|
|
|
2,663
|
|
|
5,125
|
|
|
(143
|
)
|
|
7,645
|
|
|||||
Gross profit
|
—
|
|
|
1,077
|
|
|
2,200
|
|
|
—
|
|
|
3,277
|
|
|||||
Selling, general and administrative expenses
|
—
|
|
|
610
|
|
|
1,099
|
|
|
—
|
|
|
1,709
|
|
|||||
Operating income
|
—
|
|
|
467
|
|
|
1,101
|
|
|
—
|
|
|
1,568
|
|
|||||
Interest expense
|
—
|
|
|
556
|
|
|
130
|
|
|
—
|
|
|
686
|
|
|||||
Other expense/(income), net
|
—
|
|
|
104
|
|
|
(25
|
)
|
|
—
|
|
|
79
|
|
|||||
(Loss)/income before income taxes
|
—
|
|
|
(193
|
)
|
|
996
|
|
|
—
|
|
|
803
|
|
|||||
Equity in earnings of subsidiaries
|
657
|
|
|
694
|
|
|
—
|
|
|
(1,351
|
)
|
|
—
|
|
|||||
(Benefit from)/provision for income taxes
|
—
|
|
|
(156
|
)
|
|
287
|
|
|
—
|
|
|
131
|
|
|||||
Net income
|
657
|
|
|
657
|
|
|
709
|
|
|
(1,351
|
)
|
|
672
|
|
|||||
Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
|||||
Net income excluding noncontrolling interest
|
$
|
657
|
|
|
$
|
657
|
|
|
$
|
694
|
|
|
$
|
(1,351
|
)
|
|
$
|
657
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive loss excluding noncontrolling interest
|
$
|
(149
|
)
|
|
$
|
(149
|
)
|
|
$
|
(180
|
)
|
|
$
|
329
|
|
|
$
|
(149
|
)
|
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
2,132
|
|
|
$
|
4,192
|
|
|
$
|
(84
|
)
|
|
$
|
6,240
|
|
Cost of products sold
|
—
|
|
|
1,638
|
|
|
3,354
|
|
|
(84
|
)
|
|
4,908
|
|
|||||
Gross profit
|
—
|
|
|
494
|
|
|
838
|
|
|
—
|
|
|
1,332
|
|
|||||
Selling, general and administrative expenses
|
—
|
|
|
485
|
|
|
855
|
|
|
—
|
|
|
1,340
|
|
|||||
Operating income/(loss)
|
—
|
|
|
9
|
|
|
(17
|
)
|
|
—
|
|
|
(8
|
)
|
|||||
Interest expense
|
—
|
|
|
334
|
|
|
75
|
|
|
—
|
|
|
409
|
|
|||||
Other income, net
|
—
|
|
|
(63
|
)
|
|
(56
|
)
|
|
—
|
|
|
(119
|
)
|
|||||
Loss from continuing operations before income taxes
|
—
|
|
|
(262
|
)
|
|
(36
|
)
|
|
—
|
|
|
(298
|
)
|
|||||
Equity in (losses)/earnings of subsidiaries
|
(77
|
)
|
|
88
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|||||
Benefit from income taxes
|
—
|
|
|
(97
|
)
|
|
(135
|
)
|
|
—
|
|
|
(232
|
)
|
|||||
Net (loss)/income from continuing operations
|
(77
|
)
|
|
(77
|
)
|
|
99
|
|
|
(11
|
)
|
|
(66
|
)
|
|||||
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||||
Net (loss)/income
|
(77
|
)
|
|
(77
|
)
|
|
93
|
|
|
(11
|
)
|
|
(72
|
)
|
|||||
Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|||||
Net (loss)/income excluding noncontrolling interest
|
$
|
(77
|
)
|
|
$
|
(77
|
)
|
|
$
|
88
|
|
|
$
|
(11
|
)
|
|
$
|
(77
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income excluding noncontrolling interest
|
$
|
155
|
|
|
$
|
155
|
|
|
$
|
319
|
|
|
$
|
(474
|
)
|
|
$
|
155
|
|
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||
Net sales
|
NA
|
|
$
|
377
|
|
|
$
|
744
|
|
|
$
|
(8
|
)
|
|
$
|
1,113
|
|
Cost of products sold
|
NA
|
|
263
|
|
|
538
|
|
|
(8
|
)
|
|
793
|
|
||||
Gross profit
|
NA
|
|
114
|
|
|
206
|
|
|
—
|
|
|
320
|
|
||||
Selling, general and administrative expenses
|
NA
|
|
154
|
|
|
138
|
|
|
—
|
|
|
292
|
|
||||
Operating (loss)/income
|
NA
|
|
(40
|
)
|
|
68
|
|
|
—
|
|
|
28
|
|
||||
Interest expense
|
NA
|
|
12
|
|
|
23
|
|
|
—
|
|
|
35
|
|
||||
Other expense, net
|
NA
|
|
32
|
|
|
91
|
|
|
—
|
|
|
123
|
|
||||
Loss from continuing operations before income taxes
|
NA
|
|
(84
|
)
|
|
(46
|
)
|
|
—
|
|
|
(130
|
)
|
||||
Equity in losses of subsidiaries
|
NA
|
|
(30
|
)
|
|
—
|
|
|
30
|
|
|
—
|
|
||||
Provision for/(benefit from) income taxes
|
NA
|
|
81
|
|
|
(20
|
)
|
|
—
|
|
|
61
|
|
||||
Net loss from continuing operations
|
NA
|
|
(195
|
)
|
|
(26
|
)
|
|
30
|
|
|
(191
|
)
|
||||
Loss from discontinued operations, net of tax
|
NA
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Net loss
|
NA
|
|
(195
|
)
|
|
(27
|
)
|
|
30
|
|
|
(192
|
)
|
||||
Net income attributable to noncontrolling interest
|
NA
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||
Net loss excluding noncontrolling interest
|
NA
|
|
$
|
(195
|
)
|
|
$
|
(30
|
)
|
|
$
|
30
|
|
|
$
|
(195
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive loss excluding noncontrolling interest
|
NA
|
|
$
|
(276
|
)
|
|
$
|
(35
|
)
|
|
$
|
35
|
|
|
$
|
(276
|
)
|
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||
Net sales
|
NA
|
|
$
|
3,962
|
|
|
$
|
7,715
|
|
|
$
|
(148
|
)
|
|
$
|
11,529
|
|
Cost of products sold
|
NA
|
|
2,691
|
|
|
5,415
|
|
|
(148
|
)
|
|
7,958
|
|
||||
Gross profit
|
NA
|
|
1,271
|
|
|
2,300
|
|
|
—
|
|
|
3,571
|
|
||||
Selling, general and administrative expenses
|
NA
|
|
628
|
|
|
1,281
|
|
|
—
|
|
|
1,909
|
|
||||
Operating income
|
NA
|
|
643
|
|
|
1,019
|
|
|
—
|
|
|
1,662
|
|
||||
Interest expense
|
NA
|
|
86
|
|
|
198
|
|
|
—
|
|
|
284
|
|
||||
Other expense/(income), net
|
NA
|
|
97
|
|
|
(63
|
)
|
|
—
|
|
|
34
|
|
||||
Income from continuing operations before income taxes
|
NA
|
|
460
|
|
|
884
|
|
|
—
|
|
|
1,344
|
|
||||
Equity in earnings of subsidiaries
|
NA
|
|
635
|
|
|
—
|
|
|
(635
|
)
|
|
—
|
|
||||
Provision for income taxes
|
NA
|
|
60
|
|
|
182
|
|
|
—
|
|
|
242
|
|
||||
Net income from continuing operations
|
NA
|
|
1,035
|
|
|
702
|
|
|
(635
|
)
|
|
1,102
|
|
||||
Loss from discontinued operations, net of tax
|
NA
|
|
(22
|
)
|
|
(53
|
)
|
|
—
|
|
|
(75
|
)
|
||||
Net income
|
NA
|
|
1,013
|
|
|
649
|
|
|
(635
|
)
|
|
1,027
|
|
||||
Net income attributable to noncontrolling interest
|
NA
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
||||
Net income excluding noncontrolling interest
|
NA
|
|
$
|
1,013
|
|
|
$
|
635
|
|
|
$
|
(635
|
)
|
|
$
|
1,013
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive income excluding noncontrolling interest
|
NA
|
|
$
|
683
|
|
|
$
|
321
|
|
|
$
|
(321
|
)
|
|
$
|
683
|
|
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
3,189
|
|
|
$
|
1,648
|
|
|
$
|
—
|
|
|
$
|
4,837
|
|
Trade receivables
|
—
|
|
|
62
|
|
|
809
|
|
|
—
|
|
|
871
|
|
|||||
Receivables due from affiliates
|
—
|
|
|
555
|
|
|
319
|
|
|
(874
|
)
|
|
—
|
|
|||||
Sold receivables
|
—
|
|
|
554
|
|
|
29
|
|
|
|
|
|
583
|
|
|||||
Inventories
|
—
|
|
|
1,741
|
|
|
877
|
|
|
—
|
|
|
2,618
|
|
|||||
Short-term lending due from affiliates
|
—
|
|
|
3,657
|
|
|
4,353
|
|
|
(8,010
|
)
|
|
—
|
|
|||||
Other current assets
|
—
|
|
|
645
|
|
|
443
|
|
|
(217
|
)
|
|
871
|
|
|||||
Total current assets
|
—
|
|
|
10,403
|
|
|
8,478
|
|
|
(9,101
|
)
|
|
9,780
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
4,518
|
|
|
2,006
|
|
|
—
|
|
|
6,524
|
|
|||||
Goodwill
|
—
|
|
|
10,976
|
|
|
32,075
|
|
|
—
|
|
|
43,051
|
|
|||||
Investments in subsidiaries
|
66,005
|
|
|
73,105
|
|
|
—
|
|
|
(139,110
|
)
|
|
—
|
|
|||||
Intangible assets, net
|
—
|
|
|
3,838
|
|
|
58,282
|
|
|
—
|
|
|
62,120
|
|
|||||
Long-term lending due from affiliates
|
—
|
|
|
1,700
|
|
|
2,000
|
|
|
(3,700
|
)
|
|
—
|
|
|||||
Other assets
|
—
|
|
|
534
|
|
|
964
|
|
|
—
|
|
|
1,498
|
|
|||||
TOTAL ASSETS
|
$
|
66,005
|
|
|
$
|
105,074
|
|
|
$
|
103,805
|
|
|
$
|
(151,911
|
)
|
|
$
|
122,973
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term lending due to affiliates
|
$
|
—
|
|
|
$
|
4,353
|
|
|
$
|
3,657
|
|
|
$
|
(8,010
|
)
|
|
$
|
—
|
|
Trade payables
|
—
|
|
|
1,612
|
|
|
1,232
|
|
|
—
|
|
|
2,844
|
|
|||||
Payables due to affiliates
|
—
|
|
|
319
|
|
|
555
|
|
|
(874
|
)
|
|
—
|
|
|||||
Accrued marketing
|
—
|
|
|
359
|
|
|
497
|
|
|
—
|
|
|
856
|
|
|||||
Accrued postemployment costs
|
—
|
|
|
316
|
|
|
12
|
|
|
—
|
|
|
328
|
|
|||||
Income taxes payable
|
—
|
|
|
71
|
|
|
563
|
|
|
(217
|
)
|
|
417
|
|
|||||
Interest payable
|
—
|
|
|
386
|
|
|
15
|
|
|
—
|
|
|
401
|
|
|||||
Dividends payable
|
—
|
|
|
762
|
|
|
—
|
|
|
—
|
|
|
762
|
|
|||||
Other current liabilities
|
—
|
|
|
1,053
|
|
|
271
|
|
|
—
|
|
|
1,324
|
|
|||||
Total current liabilities
|
—
|
|
|
9,231
|
|
|
6,802
|
|
|
(9,101
|
)
|
|
6,932
|
|
|||||
Long-term debt
|
—
|
|
|
24,143
|
|
|
1,008
|
|
|
—
|
|
|
25,151
|
|
|||||
Long-term borrowings due to affiliates
|
—
|
|
|
2,000
|
|
|
1,905
|
|
|
(3,905
|
)
|
|
—
|
|
|||||
Deferred income taxes
|
—
|
|
|
1,278
|
|
|
20,219
|
|
|
—
|
|
|
21,497
|
|
|||||
Accrued postemployment costs
|
—
|
|
|
2,147
|
|
|
258
|
|
|
—
|
|
|
2,405
|
|
|||||
Other liabilities
|
—
|
|
|
270
|
|
|
482
|
|
|
—
|
|
|
752
|
|
|||||
TOTAL LIABILITIES
|
—
|
|
|
39,069
|
|
|
30,674
|
|
|
(13,006
|
)
|
|
56,737
|
|
|||||
Redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
|||||
9.00% Series A cumulative redeemable preferred stock
|
8,320
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,320
|
|
|||||
Total shareholders' equity
|
57,685
|
|
|
66,005
|
|
|
72,900
|
|
|
(138,905
|
)
|
|
57,685
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
208
|
|
|
—
|
|
|
208
|
|
|||||
TOTAL EQUITY
|
57,685
|
|
|
66,005
|
|
|
73,108
|
|
|
(138,905
|
)
|
|
57,893
|
|
|||||
TOTAL LIABILITIES AND EQUITY
|
$
|
66,005
|
|
|
$
|
105,074
|
|
|
$
|
103,805
|
|
|
$
|
(151,911
|
)
|
|
$
|
122,973
|
|
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
541
|
|
|
$
|
1,757
|
|
|
$
|
—
|
|
|
$
|
2,298
|
|
Trade receivables
|
—
|
|
|
—
|
|
|
690
|
|
|
—
|
|
|
690
|
|
|||||
Receivables due from affiliates
|
—
|
|
|
159
|
|
|
197
|
|
|
(356
|
)
|
|
—
|
|
|||||
Sold receivables
|
—
|
|
|
—
|
|
|
161
|
|
|
—
|
|
|
161
|
|
|||||
Inventories
|
—
|
|
|
468
|
|
|
717
|
|
|
—
|
|
|
1,185
|
|
|||||
Short-term lending due from affiliates
|
—
|
|
|
1,727
|
|
|
2,573
|
|
|
(4,300
|
)
|
|
—
|
|
|||||
Other current assets
|
—
|
|
|
316
|
|
|
313
|
|
|
(48
|
)
|
|
581
|
|
|||||
Total current assets
|
—
|
|
|
3,211
|
|
|
6,408
|
|
|
(4,704
|
)
|
|
4,915
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
940
|
|
|
1,425
|
|
|
—
|
|
|
2,365
|
|
|||||
Goodwill
|
—
|
|
|
8,907
|
|
|
6,052
|
|
|
—
|
|
|
14,959
|
|
|||||
Investments in subsidiaries
|
15,437
|
|
|
15,627
|
|
|
—
|
|
|
(31,064
|
)
|
|
—
|
|
|||||
Intangible assets, net
|
—
|
|
|
6,094
|
|
|
7,094
|
|
|
—
|
|
|
13,188
|
|
|||||
Long-term lending due from affiliates
|
—
|
|
|
146
|
|
|
2,000
|
|
|
(2,146
|
)
|
|
—
|
|
|||||
Other assets
|
—
|
|
|
513
|
|
|
631
|
|
|
—
|
|
|
1,144
|
|
|||||
TOTAL ASSETS
|
$
|
15,437
|
|
|
$
|
35,438
|
|
|
$
|
23,610
|
|
|
$
|
(37,914
|
)
|
|
$
|
36,571
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term lending due to affiliates
|
$
|
—
|
|
|
$
|
2,573
|
|
|
$
|
1,727
|
|
|
$
|
(4,300
|
)
|
|
$
|
—
|
|
Trade payables
|
—
|
|
|
613
|
|
|
1,038
|
|
|
—
|
|
|
1,651
|
|
|||||
Payables due to affiliates
|
—
|
|
|
197
|
|
|
159
|
|
|
(356
|
)
|
|
—
|
|
|||||
Accrued marketing
|
—
|
|
|
53
|
|
|
244
|
|
|
—
|
|
|
297
|
|
|||||
Accrued postemployment costs
|
—
|
|
|
12
|
|
|
3
|
|
|
—
|
|
|
15
|
|
|||||
Income taxes payable
|
—
|
|
|
184
|
|
|
96
|
|
|
(48
|
)
|
|
232
|
|
|||||
Interest payable
|
—
|
|
|
113
|
|
|
54
|
|
|
—
|
|
|
167
|
|
|||||
Other current liabilities
|
—
|
|
|
241
|
|
|
489
|
|
|
—
|
|
|
730
|
|
|||||
Total current liabilities
|
—
|
|
|
3,986
|
|
|
3,810
|
|
|
(4,704
|
)
|
|
3,092
|
|
|||||
Long-term debt
|
—
|
|
|
11,355
|
|
|
2,003
|
|
|
—
|
|
|
13,358
|
|
|||||
Long-term borrowings due to affiliates
|
—
|
|
|
2,000
|
|
|
374
|
|
|
(2,374
|
)
|
|
—
|
|
|||||
Deferred income taxes
|
—
|
|
|
2,340
|
|
|
1,527
|
|
|
—
|
|
|
3,867
|
|
|||||
Accrued postemployment costs
|
—
|
|
|
185
|
|
|
102
|
|
|
—
|
|
|
287
|
|
|||||
Other liabilities
|
—
|
|
|
135
|
|
|
147
|
|
|
—
|
|
|
282
|
|
|||||
TOTAL LIABILITIES
|
—
|
|
|
20,001
|
|
|
7,963
|
|
|
(7,078
|
)
|
|
20,886
|
|
|||||
Redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
29
|
|
|||||
9.00% Series A cumulative redeemable preferred stock
|
8,320
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,320
|
|
|||||
Total shareholders' equity
|
7,117
|
|
|
15,437
|
|
|
15,399
|
|
|
(30,836
|
)
|
|
7,117
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
219
|
|
|
—
|
|
|
219
|
|
|||||
TOTAL EQUITY
|
7,117
|
|
|
15,437
|
|
|
15,618
|
|
|
(30,836
|
)
|
|
7,336
|
|
|||||
TOTAL LIABILITIES AND EQUITY
|
$
|
15,437
|
|
|
$
|
35,438
|
|
|
$
|
23,610
|
|
|
$
|
(37,914
|
)
|
|
$
|
36,571
|
|
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
632
|
|
|
$
|
1,227
|
|
|
$
|
1,395
|
|
|
$
|
(787
|
)
|
|
$
|
2,467
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(400
|
)
|
|
(248
|
)
|
|
—
|
|
|
(648
|
)
|
|||||
Net proceeds from/(payments on) intercompany lending activities
|
—
|
|
|
737
|
|
|
(721
|
)
|
|
(16
|
)
|
|
—
|
|
|||||
Return of capital
|
1,570
|
|
|
5
|
|
|
—
|
|
|
(1,575
|
)
|
|
—
|
|
|||||
Acquisition of business, net of cash on hand
|
—
|
|
|
(9,535
|
)
|
|
67
|
|
|
—
|
|
|
(9,468
|
)
|
|||||
Additional investments in subsidiaries
|
(10,000
|
)
|
|
—
|
|
|
—
|
|
|
10,000
|
|
|
—
|
|
|||||
Other investing activities, net
|
—
|
|
|
422
|
|
|
(10
|
)
|
|
—
|
|
|
412
|
|
|||||
Net cash used for investing activities
|
(8,430
|
)
|
|
(8,771
|
)
|
|
(912
|
)
|
|
8,409
|
|
|
(9,704
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayments of long-term debt
|
—
|
|
|
(12,284
|
)
|
|
(30
|
)
|
|
—
|
|
|
(12,314
|
)
|
|||||
Proceeds from long-term debt
|
—
|
|
|
14,032
|
|
|
802
|
|
|
—
|
|
|
14,834
|
|
|||||
Net repayments of short-term debt
|
—
|
|
|
—
|
|
|
(49
|
)
|
|
—
|
|
|
(49
|
)
|
|||||
Net proceeds from/(payments on) intercompany borrowing activities
|
—
|
|
|
721
|
|
|
(737
|
)
|
|
16
|
|
|
—
|
|
|||||
Proceeds from issuance of common stock to Sponsors
|
10,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,000
|
|
|||||
Dividends paid-Series A Preferred Stock
|
(900
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(900
|
)
|
|||||
Dividends paid-common stock
|
(1,302
|
)
|
|
(2,202
|
)
|
|
(155
|
)
|
|
2,357
|
|
|
(1,302
|
)
|
|||||
Other intercompany capital stock transactions
|
—
|
|
|
10,000
|
|
|
(5
|
)
|
|
(9,995
|
)
|
|
—
|
|
|||||
Other financing activities, net
|
—
|
|
|
(75
|
)
|
|
(11
|
)
|
|
—
|
|
|
(86
|
)
|
|||||
Net cash provided by/(used for) financing activities
|
7,798
|
|
|
10,192
|
|
|
(185
|
)
|
|
(7,622
|
)
|
|
10,183
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(407
|
)
|
|
—
|
|
|
(407
|
)
|
|||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase/(decrease)
|
—
|
|
|
2,648
|
|
|
(109
|
)
|
|
—
|
|
|
2,539
|
|
|||||
Balance at beginning of period
|
—
|
|
|
541
|
|
|
1,757
|
|
|
—
|
|
|
2,298
|
|
|||||
Balance at end of period
|
$
|
—
|
|
|
$
|
3,189
|
|
|
$
|
1,648
|
|
|
$
|
—
|
|
|
$
|
4,837
|
|
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
578
|
|
|
$
|
669
|
|
|
$
|
1,556
|
|
|
$
|
(663
|
)
|
|
$
|
2,140
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(211
|
)
|
|
(188
|
)
|
|
—
|
|
|
(399
|
)
|
|||||
Net payments on intercompany lending activities
|
—
|
|
|
(802
|
)
|
|
(2,479
|
)
|
|
3,281
|
|
|
—
|
|
|||||
Return of capital
|
142
|
|
|
—
|
|
|
—
|
|
|
(142
|
)
|
|
—
|
|
|||||
Other investing activities, net
|
—
|
|
|
23
|
|
|
27
|
|
|
—
|
|
|
50
|
|
|||||
Net cash provided by/(used for) investing activities
|
142
|
|
|
(990
|
)
|
|
(2,640
|
)
|
|
3,139
|
|
|
(349
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayments of long-term debt
|
—
|
|
|
(1,096
|
)
|
|
(7
|
)
|
|
—
|
|
|
(1,103
|
)
|
|||||
Net repayments of short-term debt
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
Net proceeds from intercompany borrowing activities
|
—
|
|
|
2,479
|
|
|
802
|
|
|
(3,281
|
)
|
|
—
|
|
|||||
Dividends paid-Series A Preferred Stock
|
(720
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(720
|
)
|
|||||
Dividends paid-common stock
|
—
|
|
|
(720
|
)
|
|
(85
|
)
|
|
805
|
|
|
—
|
|
|||||
Other financing activities, net
|
—
|
|
|
12
|
|
|
(6
|
)
|
|
—
|
|
|
6
|
|
|||||
Net cash (used for)/provided by financing activities
|
(720
|
)
|
|
675
|
|
|
701
|
|
|
(2,476
|
)
|
|
(1,820
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(132
|
)
|
|
—
|
|
|
(132
|
)
|
|||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase/(decrease)
|
—
|
|
|
354
|
|
|
(515
|
)
|
|
—
|
|
|
(161
|
)
|
|||||
Balance at beginning of period
|
—
|
|
|
187
|
|
|
2,272
|
|
|
—
|
|
|
2,459
|
|
|||||
Balance at end of period
|
$
|
—
|
|
|
$
|
541
|
|
|
$
|
1,757
|
|
|
$
|
—
|
|
|
$
|
2,298
|
|
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used for)/provided by operating activities
|
$
|
—
|
|
|
$
|
(137
|
)
|
|
$
|
281
|
|
|
$
|
(109
|
)
|
|
$
|
35
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(89
|
)
|
|
(113
|
)
|
|
—
|
|
|
(202
|
)
|
|||||
Net proceeds from intercompany lending activities
|
—
|
|
|
918
|
|
|
1,821
|
|
|
(2,739
|
)
|
|
—
|
|
|||||
Return of capital
|
360
|
|
|
—
|
|
|
—
|
|
|
(360
|
)
|
|
—
|
|
|||||
Acquisition of business, net of cash on hand
|
—
|
|
|
(23,564
|
)
|
|
2,070
|
|
|
—
|
|
|
(21,494
|
)
|
|||||
Additional investments in subsidiaries
|
(16,500
|
)
|
|
(62
|
)
|
|
—
|
|
|
16,562
|
|
|
—
|
|
|||||
Other investing activities, net
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
|||||
Net cash (used for)/provided by investing activities
|
(16,140
|
)
|
|
(22,797
|
)
|
|
3,803
|
|
|
13,463
|
|
|
(21,671
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayments of long-term debt
|
—
|
|
|
(1,708
|
)
|
|
(962
|
)
|
|
—
|
|
|
(2,670
|
)
|
|||||
Proceeds from issuance of long-term debt
|
—
|
|
|
12,569
|
|
|
6
|
|
|
—
|
|
|
12,575
|
|
|||||
Net (payments on)/proceeds from short-term debt
|
—
|
|
|
(1,766
|
)
|
|
125
|
|
|
—
|
|
|
(1,641
|
)
|
|||||
Net payments on intercompany borrowing activities
|
—
|
|
|
(1,821
|
)
|
|
(918
|
)
|
|
2,739
|
|
|
—
|
|
|||||
Proceeds from issuance of Series A Preferred Stock
|
7,633
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,633
|
|
|||||
Proceeds from issuance of common stock to Sponsors
|
8,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,500
|
|
|||||
Proceeds from issuance of warrants
|
367
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
367
|
|
|||||
Dividends paid-Series A Preferred Stock
|
(360
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(360
|
)
|
|||||
Dividends paid-common stock
|
—
|
|
|
(360
|
)
|
|
(109
|
)
|
|
469
|
|
|
—
|
|
|||||
Other intercompany capital stock transactions
|
—
|
|
|
16,500
|
|
|
62
|
|
|
(16,562
|
)
|
|
—
|
|
|||||
Other financing activities, net
|
—
|
|
|
(293
|
)
|
|
(2
|
)
|
|
—
|
|
|
(295
|
)
|
|||||
Net cash provided by/(used for) financing activities
|
16,140
|
|
|
23,121
|
|
|
(1,798
|
)
|
|
(13,354
|
)
|
|
24,109
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase/(decrease)
|
—
|
|
|
187
|
|
|
2,272
|
|
|
—
|
|
|
2,459
|
|
|||||
Balance at beginning of period
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance at end of period
|
$
|
—
|
|
|
$
|
187
|
|
|
$
|
2,272
|
|
|
$
|
—
|
|
|
$
|
2,459
|
|
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||
Net cash used for operating activities
|
NA
|
|
$
|
(12
|
)
|
|
$
|
(351
|
)
|
|
$
|
(10
|
)
|
|
$
|
(373
|
)
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
NA
|
|
(19
|
)
|
|
(101
|
)
|
|
—
|
|
|
(120
|
)
|
||||
Net (payments on)/proceeds from intercompany lending activities
|
NA
|
|
(201
|
)
|
|
2
|
|
|
199
|
|
|
—
|
|
||||
Other investing activities, net
|
NA
|
|
(4
|
)
|
|
34
|
|
|
—
|
|
|
30
|
|
||||
Net cash used for investing activities
|
NA
|
|
(224
|
)
|
|
(65
|
)
|
|
199
|
|
|
(90
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||
Repayments of long-term debt
|
NA
|
|
(307
|
)
|
|
(133
|
)
|
|
—
|
|
|
(440
|
)
|
||||
Proceeds from issuance of long-term debt
|
NA
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Net proceeds from/(payments on) short-term debt
|
NA
|
|
500
|
|
|
(19
|
)
|
|
—
|
|
|
481
|
|
||||
Net (payments on)/proceeds from intercompany borrowing activities
|
NA
|
|
(2
|
)
|
|
201
|
|
|
(199
|
)
|
|
—
|
|
||||
Dividends paid-common stock
|
NA
|
|
—
|
|
|
(10
|
)
|
|
10
|
|
|
—
|
|
||||
Other financing activities, net
|
NA
|
|
45
|
|
|
(2
|
)
|
|
—
|
|
|
43
|
|
||||
Net cash provided by financing activities
|
NA
|
|
236
|
|
|
39
|
|
|
(189
|
)
|
|
86
|
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
NA
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
(30
|
)
|
||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|
||||||||
Net increase/(decrease)
|
NA
|
|
—
|
|
|
(407
|
)
|
|
—
|
|
|
(407
|
)
|
||||
Balance at beginning of period
|
NA
|
|
—
|
|
|
2,477
|
|
|
—
|
|
|
2,477
|
|
||||
Balance at end of period
|
NA
|
|
$
|
—
|
|
|
$
|
2,070
|
|
|
$
|
—
|
|
|
$
|
2,070
|
|
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
NA
|
|
$
|
648
|
|
|
$
|
800
|
|
|
$
|
(58
|
)
|
|
$
|
1,390
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
NA
|
|
(124
|
)
|
|
(275
|
)
|
|
—
|
|
|
(399
|
)
|
||||
Net payments on intercompany lending activities
|
NA
|
|
(674
|
)
|
|
—
|
|
|
674
|
|
|
—
|
|
||||
Additional investments in subsidiaries
|
NA
|
|
(276
|
)
|
|
—
|
|
|
276
|
|
|
—
|
|
||||
Other investing activities, net
|
NA
|
|
4
|
|
|
22
|
|
|
—
|
|
|
26
|
|
||||
Net cash used for investing activities
|
NA
|
|
(1,070
|
)
|
|
(253
|
)
|
|
950
|
|
|
(373
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||
Repayments of long-term debt
|
NA
|
|
(189
|
)
|
|
(35
|
)
|
|
—
|
|
|
(224
|
)
|
||||
Proceeds from issuance of long-term debt
|
NA
|
|
188
|
|
|
17
|
|
|
—
|
|
|
205
|
|
||||
Net proceeds from/(payments on) short-term debt
|
NA
|
|
1,100
|
|
|
(10
|
)
|
|
—
|
|
|
1,090
|
|
||||
Net proceeds from intercompany borrowing activities
|
NA
|
|
—
|
|
|
674
|
|
|
(674
|
)
|
|
—
|
|
||||
Dividends paid-common stock
|
NA
|
|
(666
|
)
|
|
(58
|
)
|
|
58
|
|
|
(666
|
)
|
||||
Other intercompany capital stock transactions
|
NA
|
|
—
|
|
|
276
|
|
|
(276
|
)
|
|
—
|
|
||||
Other financing activities, net
|
NA
|
|
(11
|
)
|
|
(138
|
)
|
|
—
|
|
|
(149
|
)
|
||||
Net cash provided by financing activities
|
NA
|
|
422
|
|
|
726
|
|
|
(892
|
)
|
|
256
|
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
NA
|
|
—
|
|
|
(127
|
)
|
|
—
|
|
|
(127
|
)
|
||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|
||||||||
Net increase/(decrease)
|
NA
|
|
—
|
|
|
1,146
|
|
|
—
|
|
|
1,146
|
|
||||
Balance at beginning of period
|
NA
|
|
—
|
|
|
1,331
|
|
|
—
|
|
|
1,331
|
|
||||
Balance at end of period
|
NA
|
|
$
|
—
|
|
|
$
|
2,477
|
|
|
$
|
—
|
|
|
$
|
2,477
|
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(1)
|
|
Weighted average exercise price per share of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
||||
Plan Category
|
(a)
|
|
(b)
|
|
(c)
|
||||
Equity compensation plans approved by security holders
|
25,181,198
|
|
|
$
|
34.86
|
|
|
33,944,345
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
25,181,198
|
|
|
$
|
34.86
|
|
|
33,944,345
|
|
Exhibit No.
|
|
Descriptions
|
2.1
|
|
Separation and Distribution Agreement between Mondelēz International, Inc. (formerly known as Kraft Foods Inc.) and Kraft Foods Group, Inc., dated as of September 27, 2012 (incorporated by reference to Exhibit 2.1 to Amendment No. 1 to Kraft Foods Group, Inc.’s Registration Statement on Form S-4 (File No. 333-184314), filed on October 26, 2012).+
|
2.2
|
|
Canadian Asset Transfer Agreement between Mondelēz Canada Inc. and Kraft Canada Inc., dated as of September 29, 2012 (incorporated by reference to Exhibit 2.2 to Amendment No. 2 to Kraft Foods Group, Inc.’s Registration Statement on Form S-4 (File No. 333-184314), filed on December 4, 2012).+
|
2.3
|
|
Master Ownership and License Agreement Regarding Patents, Trade Secrets and Related Intellectual Property between Kraft Foods Global Brands LLC, Kraft Foods Group Brands LLC, Kraft Foods UK Ltd. and Kraft Foods R&D Inc., dated as of October 1, 2012 (incorporated by reference to Exhibit 2.3 to Amendment No. 2 to Kraft Foods Group, Inc.’s Registration Statement on Form S-4 (File No. 333-184314), filed on December 4, 2012).+
|
2.4
|
|
Master Ownership and License Agreement Regarding Trademarks and Related Intellectual Property between Kraft Foods Global Brands LLC and Kraft Foods Group Brands LLC., dated as of September 27, 2012 (incorporated by reference to Exhibit 2.4 to Amendment No. 2 to Kraft Foods Group, Inc.’s Registration Statement on Form S-4 (File No. 333-184314), filed on December 4, 2012).+
|
2.5
|
|
Agreement and Plan of Merger, dated as of March 24, 2015, by and 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 the Company’s Registration Statement on Form S-4 (File No. 333-203364), filed on April 10, 2015).+
|
2.6
|
|
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 (incorporated by reference to Exhibit 2.2 to Kraft Foods Group, Inc.’s Quarterly Report on Form 10-Q (File No. 1-35491), filed on April 28, 2015).
|
2.7
|
|
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 (incorporated by reference to Exhibit 2.3 to Kraft Foods Group, Inc.’s Quarterly Report on Form 10-Q (File No. 1-35491), filed on April 28, 2015).
|
3.1
|
|
Second Amended and Restated Certificate of Incorporation of H.J. Heinz Holding Corporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 1-37482), filed on July 2, 2015).
|
3.2
|
|
Amended and Restated Bylaws of The Kraft Heinz Company (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K (File No. 1-37482), filed on July 2, 2015).
|
4.1
|
|
Amended and Restated Registration Rights Agreement, dated as of July 2, 2015, by and among the Company, 3G Global Food Holdings LP and Berkshire Hathaway Inc. (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No. 1-37482), filed on July 2, 2015).
|
4.2
|
|
Indenture dated as of July 1, 2015, governing debt securities by and among H. J. Heinz Company, as issuer, H.J. Heinz Holding Corporation, as guarantor, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No. 1-37482), filed on July 6, 2015).
|
4.3
|
|
First Supplemental Indenture dated as of July 1, 2015, governing the 2.000% Senior Notes due 2023, by and among H. J. Heinz Company, as issuer, H.J. Heinz Holding Corporation, as guarantor, Wells Fargo Bank, National Association, as trustee, and Société Générale Bank & Trust, as paying agent, security registrar, and transfer agent (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K (File No. 1-37482), filed on July 6, 2015).
|
4.4
|
|
Second Supplemental Indenture dated as of July 1, 2015, governing the 4.125% Senior Notes due 2027, by and among H. J. Heinz Company, as issuer, H.J. Heinz Holding Corporation, as guarantor, Wells Fargo Bank, National Association, as trustee, and Société Générale Bank & Trust, as paying agent, security registrar, and transfer agent (incorporated by reference to Exhibit 4.4 of the Company’s Current Report on Form 8-K (File No. 1-37482), filed on July 6, 2015).
|
4.5
|
|
Third Supplemental Indenture dated as of July 2, 2015, governing the 1.60% Senior Notes due 2017, the 2.00% Senior Notes due 2018, the 2.80% Senior Notes due 2020, the 3.50% Senior Notes due 2022, the 3.95% Senior Notes due 2025, the 5.00% Senior Notes due 2035 and the 5.20% Senior Notes due 2045, by and among H. J. Heinz Company, as issuer, H.J. Heinz Holding Corporation, as guarantor, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.6 of the Company’s Current Report on Form 8-K (File No. 1-37482), filed on July 6, 2015).
|
4.6
|
|
Registration Rights Agreement dated as of July 2, 2015, relating to the 1.60% Senior Notes due 2017, the 2.00% Senior Notes due 2018, the 2.80% Senior Notes due 2020, the 3.50% Senior Notes due 2022, the 3.95% Senior Notes due 2025, the 5.00% Senior Notes due 2035 and the 5.20% Senior Notes due 2045, by and among H. J. Heinz Company, H.J. Heinz Holding Corporation, Barclays Capital Inc., J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, for themselves and on behalf of the other initial purchasers (incorporated by reference to Exhibit 4.8 of the Company’s Current Report on Form 8-K (File No. 1-37482), filed on July 6, 2015).
|
4.7
|
|
Indenture dated as of July 6, 2015, governing debt securities by and among Kraft Canada Inc., as issuer, The Kraft Heinz Company and Kraft Heinz Foods Company, as guarantors, and Computershare Trust Company of Canada, as trustee (incorporated by reference to Exhibit 4.9 of the Company’s Current Report on Form 8-K (File No. 1-37482), filed on July 6, 2015).
|
4.8
|
|
First Supplemental Indenture dated as of July 6, 2015, governing the Floating Rate Senior Notes due 2018, by and among Kraft Canada Inc., as issuer, The Kraft Heinz Company and Kraft Heinz Foods Company, as guarantors, and Computershare Trust Company of Canada, as trustee (incorporated by reference to Exhibit 4.10 of the Company’s Current Report on Form 8-K (File No. 1-37482), filed on July 6, 2015).
|
4.9
|
|
Second Supplemental Indenture dated as of July 6, 2015, governing the Floating Rate Senior Notes due 2020, by and among Kraft Canada Inc., as issuer, The Kraft Heinz Company and Kraft Heinz Foods Company, as guarantors, and Computershare Trust Company of Canada, as trustee (incorporated by reference to Exhibit 4.12 of the Company’s Current Report on Form 8-K (File No. 1-37482), filed on July 6, 2015).
|
4.10
|
|
Third Supplemental Indenture dated as of July 6, 2015, governing the 2.70% Senior Notes due 2020, by and among Kraft Canada Inc., as issuer, The Kraft Heinz Company and Kraft Heinz Foods Company, as guarantors, and Computershare Trust Company of Canada, as trustee (incorporated by reference to Exhibit 4.14 of the Company’s Current Report on Form 8-K (File No. 1-37482), filed on July 6, 2015).
|
4.11
|
|
Form of the 2.70% Senior Notes due 2020 (included in Exhibit 4.16).
|
4.12
|
|
Guarantee Agreement dated as of July 6, 2015, by and among The Kraft Heinz Company and Kraft Heinz Foods Company, as guarantors, and Computershare Trust Company of Canada, as trustee (incorporated by reference to Exhibit 4.16 of the Company’s Current Report on Form 8-K (File No. 1-37482), filed on July 6, 2015).
|
4.13
|
|
Indenture by and between Kraft Foods Group, Inc. and Deutsche Bank Trust Company Americas, as trustee, dated as of June 4, 2012 (incorporated by reference to Exhibit 10.4 to Kraft Foods Group, Inc.’s Registration Statement on Form 10 (File No. 1-35491), filed on June 21, 2012).
|
4.14
|
|
Supplemental Indenture No. 1 by and between Kraft Foods Group, Inc., Mondelēz International, Inc. (formerly known as Kraft Foods Inc.), as guarantor, and Deutsche Bank Trust Company Americas, as trustee, dated as of June 4, 2012 (incorporated by reference to Exhibit 10.5 to Kraft Foods Group, Inc.’s Registration Statement on Form 10 (File No. 1-35491), filed on June 21, 2012).
|
4.15
|
|
Supplemental Indenture No. 2 by and between Kraft Foods Group, Inc., Mondelēz International, Inc. (formerly known as Kraft Foods Inc.), as guarantor, and Deutsche Bank Trust Company Americas, as trustee, dated as of July 18, 2012 (incorporated by reference to Exhibit 10.27 to Kraft Foods Group, Inc.’s Registration Statement on Form 10 (File No. 1-35491), filed on August 6, 2012).
|
4.16
|
|
Supplemental Indenture No. 3 dated as of July 2, 2015, governing the 2.250% Notes due 2017, 6.125% Notes due 2018, 5.375% Notes due 2020, 3.500% Notes due 2022, 6.875% Notes due 2039, 6.500% Notes due 2040 and 5.000% Notes due 2042, by and among Kraft Foods Group, Inc., as issuer, H. J. Heinz Company, as successor, H.J. Heinz Holding Corporation, as parent guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.17 of the Company’s Current Report on Form 8-K (File No. 1-37482), filed on July 6, 2015).
|
4.17
|
|
Third Supplemental Indenture dated July 2, 2015, governing the 6.75% Debentures due 2032 and 7.125% Debentures due 2039 by and among H.J. Heinz Holding Corporation, H. J. Heinz Company and The Bank of New York Mellon (as successor trustee to Bank One, National Association) (incorporated by reference to Exhibit 4.18 of the Company’s Current Report on Form 8-K (File No. 1-37482), filed on July 6, 2015).
|
4.18
|
|
Third Supplemental Indenture dated July 2, 2015, governing the 6.375% Debentures due 2028 by and among H.J. Heinz Holding Corporation, H. J. Heinz Company and The Bank of New York Mellon (as successor trustee to Bank One, National Association) (incorporated by reference to Exhibit 4.18 of the Company’s Current Report on Form 8-K (File No. 1-37482), filed on July 6, 2015).
|
4.19
|
|
Indenture among H. J. Heinz Corporation II, H. J. Heinz Finance Company, and The Bank of New York Mellon (as successor trustee) dated as of July 6, 2001 governing the 6.75% Guaranteed Notes due 2032 and the 7.125% Guaranteed Notes due 2039 (incorporated herein by reference to Exhibit 4 to H. J. Heinz Company’s Annual Report on Form 10-K for the fiscal year ended May 1, 2002 (File No. 1-3385), filed on July 30, 2002).
|
4.20
|
|
Indenture among H. J. Heinz Company and MUFG Union Bank, N.A. (as successor trustee) dated as of July 15, 2008 governing the 2.000% Notes due 2016, the 3.125% Notes due 2021, the 1.50% Notes due 2017, and the 2.85% Notes due 2022 (incorporated herein by reference to Exhibit 4(d) to H. J. Heinz Company’s Annual Report on Form 10-K for the fiscal year ended April 29, 2009 (File No. 1-3385), filed on June 17, 2009).
|
4.21
|
|
Supplemental Indenture No. 4, dated as of November 11, 2015, to the Indenture, by and between Kraft Foods Group, Inc. and Deutsche Bank Trust Company Americas, as trustee, dated as of June 4, 2012.
|
4.22
|
|
Second Lien Security Agreement, dated as of June 7, 2013, by and among Hawk Acquisition Intermediate Corporation II, and certain of its subsidiaries, collectively, as the Initial Grantors, and Wells Fargo Bank, National Association, as Collateral Agent (incorporated by reference to Exhibit 10.6 to H. J. Heinz Company’s Current Report on Form 8-K (File No. 1-3385), dated June 13, 2013).
|
4.23
|
|
Second Lien Intellectual Property Security Agreement, dated June 7, 2013 by the persons listed on the signature pages thereof in favor of Wells Fargo Bank, National Association, as collateral agent for the Secured Parties (incorporated by reference to Exhibit 10.7 to H. J. Heinz Company’s Current Report on Form 8-K (File No. 1-3385), dated June 13, 2013).
|
4.24
|
|
Indenture dated as of January 30, 2015, by and among H. J. Heinz Corporation II, the Guarantors party hereto, Wells Fargo Bank, National Association, as Collateral Agent and MUFG Union Bank, N.A. as Trustee, relating to H. J. Heinz Corporation II’s $2,000,000,000 4.875% Second Lien Senior Secured Notes due 2025 (incorporated by reference to Exhibit 4.1 of H. J. Heinz Corporation II’s Current Report on Form 8-K (File No. 444-194441), dated February 5, 2015).
|
4.25
|
|
Indenture by and between H. J. Heinz Company (as successor issuer), and The Bank of New York Mellon (as successor trustee) dated as of July 15, 1992 (incorporated by reference to Exhibit 4(a) to H. J. Heinz Company’s Registration Statement on Form S-3 (File No. 333-48017), filed on March 16, 1998).
|
10.1
|
|
Tax Sharing and Indemnity Agreement by and between Mondelēz International, Inc. (formerly known as Kraft Foods Inc.) and Kraft Foods Group, Inc., dated as of September 27, 2012 (incorporated by reference to Exhibit 10.3 to Amendment No. 1 to Kraft Foods Group, Inc.’s Registration Statement on Form S-4 (File No. 333-184314), filed on October 26, 2012).
|
10.3
|
|
Form of (Kraft Foods Group, Inc.) Global Stock Option Award Agreement (incorporated by reference to Exhibit 10.1 to Kraft Foods Group, Inc.’s Quarterly Report on Form 10-Q (File No. 333-35491), filed on May 2, 2014).++
|
10.4
|
|
Form of (Kraft Foods Group, Inc.) Global Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.3 to Kraft Foods Group, Inc.’s Quarterly Report on Form 10-Q (File No. 333-35491) filed on May 2, 2014).++
|
10.5
|
|
H. J. Heinz Holding Corporation 2013 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to Amendment No. 4 to H.J. Heinz Holding Corporation’s Registration Statement on Form S-4 (File No. 333-203364), filed on May 29, 2015).++
|
10.6
|
|
Amendment, effective July 2, 2015 to the H. J. Heinz Holding Corporation 2013 Omnibus Incentive Plan.++
|
10.7
|
|
Form of H. J. Heinz Holding Corporation 2013 Omnibus Incentive Plan Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.2 to Amendment No. 4 to H.J. Heinz Holding Corporation’s Registration Statement on Form S-4 (File No. 333-203364), filed on May 29, 2015).++
|
10.8
|
|
Kraft Foods Group, Inc. Deferred Compensation Plan For Non-Management Directors (incorporated by reference to Exhibit 4.3 to Kraft Foods Group, Inc.’s Registration Statement on Form S-8 (File No. 333-183867) filed on September 12, 2012).++
|
10.9
|
|
Kraft Foods Group, Inc. 2012 Performance Incentive Plan (incorporated by reference to Exhibit 4.3 to Kraft Foods Group, Inc.’s Registration Statement on Form S-8 (File No. 333-183868) filed on September 12, 2012). ++
|
10.10
|
|
Settlement Agreement, dated June 22, 2015, between Mondelēz International, Inc. and Kraft Foods Group, Inc. (incorporated by reference to Exhibit 10.1 of Kraft Foods Group, Inc.’s Current Report on Form 8-K (File No. 1-35491), filed on June 24, 2015).
|
10.11
|
|
Subscription Agreement, dated as of July 1, 2015, by and among H.J. Heinz Holding Corporation, 3G Global Food Holdings LP and Berkshire Hathaway Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 1-37482), filed on July 2, 2015).
|
10.12
|
|
Credit Agreement dated as of July 6, 2015, by and among Kraft Heinz Foods Company (formerly known as H. J. Heinz Company), The Kraft Heinz Company (formerly known as H.J. Heinz Holding Corporation), the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and JPMorgan Europe Limited, as London Agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 1-37482), filed on July 6, 2015).
|
10.13
|
|
Offer of Employment Letter, dated as of July 8, 2015, by and between The Kraft Heinz Company and George Zoghbi (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 1-37482), filed on November 6, 2015).++
|
10.14
|
|
Consulting Agreement, dated as of July 9, 2015, by and between The Kraft Heinz Company and John T. Cahill (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 1-37482), filed on November 6, 2015).++
|
21.1
|
|
List of subsidiaries of The Kraft Heinz Company
|
23.1
|
|
Consent of PricewaterhouseCoopers LLP
|
23.2
|
|
Consent of PricewaterhouseCoopers LLP
|
24.1
|
|
Power of Attorney
|
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
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
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 2002.
|
101.1
|
|
The following materials from The Kraft Heinz Company’s Annual Report on Form 10-K for the year ended January 3, 2016 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Statements of Equity, (iv) the Consolidated Balance Sheets, (v) the Consolidated Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements, and (vii) document and entity information.
|
|
|
|
+
|
|
The Company agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.
|
++
|
|
Indicates a management contract or compensatory plan or arrangement.
|
|
|
THE KRAFT HEINZ COMPANY
|
|
Date:
|
March 3, 2016
|
|
|
|
|
By:
|
/s/ Paulo Basilio
|
|
|
|
Paulo Basilio
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Bernardo Hees
|
|
Chief Executive Officer
|
|
March 3, 2016
|
Bernardo Hees
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Paulo Basilio
|
|
Executive Vice President and Chief Financial Officer
|
|
March 3, 2016
|
Paulo Basilio
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Christopher R. Skinger
|
|
Global Controller
|
|
March 3, 2016
|
Christopher R. Skinger
|
|
(Principal Accounting Officer)
|
|
|
Alexandre Behring*
|
|
Chairman of the Board
|
|
|
|
John T. Cahill*
|
|
Vice Chairman of the Board
|
|
|
|
Gregory E. Abel*
|
|
Director
|
|
|
|
Warren E. Buffett*
|
|
Director
|
|
|
|
Tracy Britt Cool*
|
|
Director
|
|
|
|
L. Kevin Cox*
|
|
Director
|
|
|
|
Jeanne P. Jackson*
|
|
Director
|
|
|
|
Jorge Paulo Lemann*
|
|
Director
|
|
|
|
Mackey J. McDonald*
|
|
Director
|
|
|
|
John C. Pope*
|
|
Director
|
|
|
|
Marcel Herrmann Telles*
|
|
Director
|
|
|
|
|
Additions
|
|
Deductions
|
|
|
||||||||||||
Description
|
|
Balance at Beginning of Period
|
|
Charged to Costs and Expenses
|
|
Charged to Other Accounts
(a)
|
|
Write-offs and Reclassifications
|
|
Balance at End of Period
|
||||||||||
Year ended January 3, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowances related to trade accounts receivable
|
|
$
|
8
|
|
|
$
|
5
|
|
|
$
|
20
|
|
|
$
|
1
|
|
|
$
|
32
|
|
Allowances related to deferred taxes
|
|
64
|
|
|
10
|
|
|
12
|
|
|
3
|
|
|
83
|
|
|||||
|
|
$
|
72
|
|
|
$
|
15
|
|
|
$
|
32
|
|
|
$
|
4
|
|
|
$
|
115
|
|
Year ended December 28, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowances related to trade accounts receivable
|
|
$
|
1
|
|
|
$
|
9
|
|
|
$
|
(1
|
)
|
|
$
|
1
|
|
|
8
|
|
|
Allowances related to deferred taxes
|
|
78
|
|
|
1
|
|
|
(15
|
)
|
|
—
|
|
|
$
|
64
|
|
||||
|
|
$
|
79
|
|
|
$
|
10
|
|
|
$
|
(16
|
)
|
|
$
|
1
|
|
|
$
|
72
|
|
Successor Period ended December 29, 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowances related to trade accounts receivable
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Allowances related to deferred taxes
|
|
47
|
|
|
(3
|
)
|
|
34
|
|
|
—
|
|
|
78
|
|
|||||
|
|
$
|
47
|
|
|
$
|
(1
|
)
|
|
$
|
34
|
|
|
$
|
1
|
|
|
$
|
79
|
|
Predecessor Period ended June 7, 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowances related to trade accounts receivable
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8
|
|
Allowances related to deferred taxes
|
|
48
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
47
|
|
|||||
|
|
$
|
56
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
55
|
|
Fiscal year ended April 28, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Allowances related to trade accounts receivable
|
|
$
|
11
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
8
|
|
Allowances related to deferred taxes
|
|
91
|
|
|
10
|
|
|
10
|
|
|
63
|
|
|
48
|
|
|||||
|
|
$
|
102
|
|
|
$
|
12
|
|
|
$
|
10
|
|
|
$
|
68
|
|
|
$
|
56
|
|
(a)
|
Primarily relates to acquisitions and currency translation.
|
By:
|
/s/ James Liu
|
Name:
|
James Liu
|
Title:
|
Treasurer
|
By:
|
/s/ Anthony D' Amato
|
Name:
|
Anthony D' Amato
|
Title:
|
Associate
|
By:
|
/s/ Erika Wershoven
|
Name:
|
Erika Wershoven
|
Title:
|
Vice President
|
1.
|
The definition of “Company Sale” shall be deleted and replaced with the following:
|
Subsidiary
|
|
State or Country
|
Alimentos Heinz de Costa Rica S.A.
|
|
Costa Rica
|
Alimentos Heinz, C.A.
|
|
Venezuela
|
Asian Restaurants Limited
|
|
United Kingdom
|
Battery Properties, Inc.
|
|
Delaware
|
Boca Foods Company
|
|
Delaware
|
Cairo Food Industries, S.A.E.
|
|
Egypt
|
Capri Sun, Inc.
|
|
Delaware
|
Carlton Bridge Limited
|
|
United Kingdom
|
Churny Company, Inc.
|
|
Delaware
|
Comercializadora Heinz de Panama
|
|
Panama
|
Country Ford Development Limited
|
|
China (Hong Kong)
|
Delimex de Mexico S.A. de C.V.
|
|
Mexico
|
Delta Incorporated Limited
|
|
British Virgin Islands
|
Distribuidora Heinz Caracas, C.A.
|
|
Venezuela
|
Distribuidora Heinz Maracaibo, C.A.
|
|
Venezuela
|
Fall Ridge Partners LLP
|
|
United Kingdom
|
Foodstar (China) Investments Company Limited
|
|
China
|
Foodstar (Shanghai) Foods Co. Ltd.
|
|
China
|
Foodstar Holdings Pte Ltd.
|
|
Singapore
|
Fundacion Heinz
|
|
Venezuela
|
Garland BBQ Company
|
|
Delaware
|
Golden Circle Limited
|
|
Australia
|
Goodwood Holdings Limited
|
|
Gibraltar
|
H. J. Heinz Belgium S.A.
HJ Heinz Belgium NV/SA
|
|
Belguim
|
H. J. Heinz Company Brands LLC
|
|
Delaware
|
H. J. Heinz Holding B.V.
|
|
Netherlands
|
H. J. Heinz Nigeria Limited
|
|
Nigeria
|
H.J. Heinz Asset Leasing Limited
|
|
United Kingdom
|
H.J. Heinz B.V.
|
|
Netherlands
|
H.J. Heinz Company (New Zealand) Limited
|
|
New Zealand
|
H.J. Heinz Company Australia Limited
|
|
Australia
|
H.J. Heinz Company Limited
|
|
United Kingdom
|
H.J. Heinz Company of Canada LP
|
|
Canada
|
H.J. Heinz Company of Canada Ltd.
|
|
Canada
|
H.J. Heinz CR/SR a.s.
|
|
Czech Republic
|
H.J. Heinz European Holding B.V.
|
|
Netherlands
|
H.J. Heinz Finance UK PLC
|
|
United Kingdom
|
H.J. Heinz Foods Spain S.L.U.
|
|
Spain
|
H.J. Heinz Foods UK Limited
|
|
United Kingdom
|
H.J. Heinz France SAS
|
|
France
|
H.J. Heinz Frozen & Chilled Foods Limited
|
|
United Kingdom
|
H.J. Heinz GmbH
|
|
Germany
|
H.J. Heinz Group B.V.
|
|
Netherlands
|
H.J. Heinz Holding B.V.
|
|
Netherlands
|
H.J. Heinz Investments Coöperatief U.A.
|
|
Netherlands
|
H.J. Heinz Ireland Holdings
|
|
Ireland
|
H.J. Heinz Manufacturing Belgium BVBA
|
|
Belgium
|
H.J. Heinz Manufacturing Ireland Limited
|
|
Ireland
|
H.J. Heinz Manufacturing Spain S.L.U.
|
|
Spain
|
H.J. Heinz Manufacturing UK Limited
|
|
United Kingdom
|
H.J. Heinz Nederland B.V.
|
|
Netherlands
|
H.J. Heinz Netherlands Holdings C.V.
|
|
Netherlands
|
H.J. Heinz Supply Chain Coöperatief U.A.
|
|
Netherlands
|
H.J. Heinz Supply Chain Europe B.V.
|
|
Netherlands
|
H.J. Heinz US Brands LLC
|
|
Delaware
|
Heinz (China) Investment Company Limited
|
|
China
|
Heinz (China) Sauces & Condiments Co. Ltd.
|
|
China
|
Heinz Africa and Middle East FZE
|
|
United Arab Emirates
|
Heinz Africa FZE
|
|
Dubai
|
Heinz ASEAN Pte. Ltd.
|
|
Singapore
|
Heinz Brasil, S.A.
|
|
Brazil
|
Heinz Canada Holdings ULC
|
|
Canada
|
Heinz Canada R&D ULC
|
|
Canada
|
Heinz Colombia SAS
|
|
Colombia
|
Heinz Credit LLC
|
|
Delaware
|
Heinz Egypt LLC
|
|
Egypt
|
Heinz Egypt Trading LLC
|
|
Egypt
|
Heinz Europe Unlimited
|
|
United Kingdom
|
Heinz Finance (Luxembourg) S.a.r.l.
|
|
Luxembourg
|
Heinz Foods South Africa (Proprietary) Limited
|
|
South Africa
|
Heinz Foreign Investment Company
|
|
Idaho
|
Heinz Frozen & Chilled Foods CE BV
|
|
Netherlands
|
Heinz Gýda A.Þ. (Heinz Turkey)
|
|
Turkey
|
Heinz Hong Kong Co., Limited
|
|
China (Hong Kong)
|
Heinz India Private Ltd.
|
|
India
|
Heinz Investments (Cyprus) Limited
|
|
Cyprus
|
Heinz Israel Limited
|
|
Israel
|
Heinz Italia S.p.A.
|
|
Italy
|
Heinz Japan Ltd.
|
|
Japan
|
Heinz Korea Ltd.
|
|
Korea
|
Heinz Mexico, S.A. de C.V.
|
|
Mexico
|
Heinz Nutrition Foundation India
|
|
India
|
Heinz Pakistan (Pvt.) Limited
|
|
Pakistan
|
Heinz Panama, S.A.
|
|
Panama
|
Heinz Philippines
|
|
Philippines
|
Heinz Produzioni Alimentari SRL
|
|
Italy
|
Heinz Purchasing Company
|
|
Delaware
|
Heinz Receivables LLC
|
|
Delaware
|
Heinz Sales & Marketing (MALAYSIA) SDN. BHD.
|
|
Malaysia
|
Heinz Single Service Limited
|
|
United Kingdom
|
Heinz South Africa (Pty.) Ltd.
|
|
South Africa
|
Heinz Thailand Limited
|
|
Delaware
|
Heinz Transatlantic Holding LLC
|
|
Delaware
|
Heinz UFE (Yan Tang) Ltd.
|
|
China
|
Heinz Vietnam Company Limited
|
|
Vietnam
|
Heinz Wattie's Limited
|
|
New Zealand
|
Heinz Wattie's Pty Ltd
|
|
Australia
|
Heinz-Noble, Inc.
|
|
Vermont
|
Heinz-Qingdao Food Co., Ltd.
|
|
China
|
Highview Atlantic Finance Company
|
|
Cayman Islands
|
HJ Heinz Polska Sp. z o.o.
(formerly H.J. Heinz Polska S.A.)
|
|
Poland
|
HJH Development Corporation
|
|
Delaware
|
HJH Overseas L.L.C.
|
|
Delaware
|
Horizon UAE FZCO
|
|
United Arab Emirates
|
HP Foods Holdings Limited
|
|
United Kingdom
|
HP Foods International Limited
|
|
United Kingdom
|
HP Foods Limited
|
|
United Kingdom
|
Hugo Canning Company Pty Limited
|
|
Papua New Guinea
|
HZ.I.L. Ltd.
|
|
Israel
|
Industria Procesadora de Alimentos de Barcelona C.A.
|
|
Venezuela
|
Intercorp Excelle Inc.
|
|
Canada
|
Istituto Scotti Bassani per la Ricerca e l'Informazione Scientifica e Nutrizionale (non profit)
|
|
Italy
|
Jacobs Road Limited
|
|
Cayman Islands
|
Kaiping Guanghe Fermented Bean Curd Co. Ltd.
|
|
China
|
Kaiping Weishida Seasonings Co. Ltd.
|
|
China
|
KFG Management Services LLC
|
|
Delaware
|
KFG Netherlands Holdings C.V.
|
|
Netherlands
|
KHFC Luxembourg Holdings S.a.r.l.
|
|
Delaware
|
Koninklijke De Ruijter B.V.
|
|
Netherlands
|
Kraft Canada Inc.
|
|
Canada
|
Kraft Food Ingredients Corp.
|
|
Delaware
|
Kraft Foods Group Brands LLC
|
|
Delaware
|
Kraft Foods Group Exports LLC
|
|
Delaware
|
Kraft Foods Group Netherlands Holdings B.V.
|
|
Netherlands
|
Kraft Foods Group Puerto Rico LLC
|
|
Puerto Rico
|
Kraft Heinz Foods Company
(formerly H. J. Heinz Company)
|
|
Pennsylvania
|
Kraft Heinz Foods Company L.P.
|
|
Canada
|
Kraft Heinz Foods Luxembourg Holdings S.a.r.l.
|
|
Delaware
|
Kraft Heinz Holding B.V.
|
|
Delaware
|
Kraft Heinz Intermediate Corporation I
(formerly Hawk Acquisition Intermediate Corporation I)
|
|
Delaware
|
Kraft Heinz Intermediate Corporation II
(formerly H. J. Heinz Corporation II f/k/a Hawk Acquisition Intermediate Corporation II)
|
|
Delaware
|
Kraft Heinz International B.V.
|
|
Delaware
|
Kraft Heinz Receivables LLC
|
|
Delaware
|
Kraft Heinz UK Ltd.
|
|
United Kingdom
|
Kraft New Services LLC
|
|
Delaware
|
La Bonne Cuisine Limited
|
|
New Zealand
|
Langtech Citrus Pty. Limited
|
|
Australia
|
Lea & Perrins Limited
|
|
United Kingdom
|
Lea & Perrins LLC
|
|
Delaware
|
LLC Heinz-Georgievsk Ltd.
“Heinz-Georgievsk”
|
|
Russia
|
LLC Ivanovsky Kombinat Detskogo Pitaniya
“IKDP”
|
|
Russia
|
Master Chef Limited
|
|
New Zealand
|
MILKSUN, spol. s.r.o.
|
|
Slovak Republic
|
Nature's Delicious Foods Group LLC
|
|
Delaware
|
Noble Insurance Company Limited
|
|
Ireland
|
O.R.A. LLC
|
|
California
|
P.T. Heinz ABC Indonesia
|
|
Indonesia
|
Perdue Trademark Subsidiary, Inc.
|
|
Delaware
|
Petroproduct-Otradnoye Ltd.
|
|
Russia
|
Phenix Management Corporation
|
|
Delaware
|
PPK Ltd. (Heinz Russia)
|
|
Russia
|
Pro-Share Limited
|
|
United Kingdom
|
Pudliszki Sp. Z.O.O.
|
|
Poland
|
Renee's Gourmet Foods Inc.
|
|
Canada
|
RINC Ltd.
|
|
Israel
|
Seven Seas Foods, Inc.
|
|
Delaware
|
Sewickley LLC
|
|
Delaware
|
Sharpsburg Holdings Limited
|
|
Gibraltar
|
Sharpsburg Holdings Limited (Luxembourg) SCS
|
|
Luxembourg
|
The Kraft Heinz Company
(formerly H. J. Heinz Holding Corporation f/k/a Hawk Acquisition Holding Corporation)
|
|
Delaware
|
The Kraft Heinz Company Foundation (non-profit)
|
|
Illinois
|
Thompson & Hills Limited
|
|
New Zealand
|
TNCOR Ltd.
|
|
Israel
|
Top Taste Company Limited
|
|
New Zealand
|
Tsai Weng Ping Incorporated Limited
|
|
British Virgin Islands
|
Vict. Th. Engwall LLC
|
|
Delaware
|
Weishida (Nanjing) Foods Co. Ltd.
|
|
China
|
Wexford LLC
|
|
Delaware
|
WW Foods, LLC
|
|
Delaware
|
Signature
|
Title
|
Date
|
|
|
|
/s/ Bernardo Hees
|
Chief Executive Officer
|
February 2, 2016
|
Bernardo Hees
|
(Principal Executive Officer)
|
|
|
|
|
/s/ Paulo Basilio
|
Executive Vice President and Chief Financial Officer
|
February 2, 2016
|
Paulo Basilio
|
(Principal Financial Officer)
|
|
|
|
|
/s/ Christopher R. Skinger
|
Global Controller
|
February 2, 2016
|
Christopher R. Skinger
|
(Principal Accounting Officer)
|
|
|
|
|
/s/ Alexandre Behring
|
Chairman of the Board
|
February 2, 2016
|
Alexandre Behring
|
|
|
|
|
|
/s/ John T. Cahill
|
Vice Chairman of the Board
|
February 2, 2016
|
John T. Cahill
|
|
|
|
|
|
/s/ Gregory E. Abel
|
Director
|
February 2, 2016
|
Gregory E. Abel
|
|
|
|
|
|
/s/ Warren E. Buffett
|
Director
|
February 2, 2016
|
Warren E. Buffett
|
|
|
|
|
|
/s/ Tracy Britt Cool
|
Director
|
February 2, 2016
|
Tracy Britt Cool
|
|
|
|
|
|
/s/ L. Kevin Cox
|
Director
|
February 2, 2016
|
L. Kevin Cox
|
|
|
|
|
|
/s/ Jeanne P. Jackson
|
Director
|
February 4, 2016
|
Jeanne P. Jackson
|
|
|
|
|
|
/s/ Jorge Paulo Lemann
|
Director
|
February 2, 2016
|
Jorge Paulo Lemann
|
|
|
|
|
|
/s/ Mackey J. McDonald
|
Director
|
February 2, 2016
|
Mackey J. McDonald
|
|
|
|
|
|
/s/ John C. Pope
|
Director
|
February 2, 2016
|
John C. Pope
|
|
|
|
|
|
/s/ Marcel Herrmann Telles
|
Director
|
February 4, 2016
|
Marcel Herrmann Telles
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K for the year ended
January 3, 2016
of
The Kraft Heinz Company
;
|
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 period 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 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)) 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)
|
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
|
(c)
|
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 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.
|
By:
|
/s/ Bernardo Hees
|
|
Bernardo Hees
|
|
Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K for the year ended
January 3, 2016
of
The Kraft Heinz Company
;
|
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 period 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 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)) 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)
|
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
|
(c)
|
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 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.
|
By:
|
/s/ Paulo Basilio
|
|
Paulo Basilio
|
|
Executive Vice President and Chief Financial Officer
|
1.
|
The Company’s Annual Report on Form 10-K for the fiscal year ended
January 3, 2016
(the “Form 10-K”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ Bernardo Hees
|
Name:
|
Bernardo Hees
|
Title:
|
Chief Executive Officer
|
1.
|
The Company’s Annual Report on Form 10-K for the fiscal year ended
January 3, 2016
(the “Form 10-K”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ Paulo Basilio
|
Name:
|
Paulo Basilio
|
Title:
|
Executive Vice President and Chief Financial Officer
|