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
|
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
|
Trading Symbol
|
Name of exchange on which registered
|
Common stock, $0.01 par value
|
KHC
|
The Nasdaq Stock Market LLC
|
Large accelerated filer
x
|
Accelerated filer
o
|
|
Non-accelerated filer
o
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Smaller reporting company
o
|
Emerging growth company
o
|
|
For the Nine Months Ended
|
|
For the Year Ended
|
||||||||
|
September 29,
2018
|
|
December 30,
2017 |
|
December 31,
2016 |
||||||
|
(in millions, except per share data)
|
||||||||||
Net income
|
$
|
(2
|
)
|
|
$
|
(58
|
)
|
|
$
|
(36
|
)
|
Adjusted EBITDA
(a)
|
(35
|
)
|
|
(106
|
)
|
|
(79
|
)
|
|||
Diluted earnings per common share
|
—
|
|
|
(0.04
|
)
|
|
(0.03
|
)
|
|||
Adjusted EPS
(a)
|
(0.01
|
)
|
|
(0.05
|
)
|
|
(0.02
|
)
|
(a)
|
Adjusted EBITDA and Adjusted EPS are non-GAAP financial measures. See the
Non-GAAP Financial Measures
section within Item 7,
Management’s Discussion and Analysis of Financial Condition and Results of Operations
, for the related definitions and reconciliations.
|
|
|
Majority Owned and Licensed Trademarks
|
United States
|
|
Kraft, Oscar Mayer, Heinz, Philadelphia, Lunchables, Velveeta, Planters, Maxwell House, Capri Sun*, Ore-Ida, Kool-Aid, Jell-O
|
Canada
|
|
Kraft, Cracker Barrel, Heinz, Philadelphia, Maxwell House, Classico, McCafe*, P’Tit Quebec, Tassimo*
|
EMEA
|
|
Heinz, Plasmon, Pudliszki, Honig, HP, Kraft, Benedicta, Karvan Cevitam
|
Rest of World
|
|
Heinz, ABC, Master, Quero, Kraft, Golden Circle, Wattie's, Glucon-D, Complan
|
•
|
product innovations, renovations, and new technologies to meet changing consumer needs and drive growth;
|
•
|
world-class and uncompromising food safety, quality, and consistency;
|
•
|
superior, customer-preferred product and package performance; and
|
•
|
continuous process improvement and product optimization in pursuit of cost reductions.
|
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
|||
Condiments and sauces
|
26
|
%
|
|
25
|
%
|
|
24
|
%
|
Cheese and dairy
|
20
|
%
|
|
21
|
%
|
|
21
|
%
|
Ambient foods
|
10
|
%
|
|
10
|
%
|
|
9
|
%
|
Frozen and chilled foods
|
10
|
%
|
|
10
|
%
|
|
10
|
%
|
Meats and seafood
|
10
|
%
|
|
10
|
%
|
|
10
|
%
|
Name
|
|
Age
|
|
Title
|
Bernardo Hees
|
|
49
|
|
Chief Executive Officer
|
Miguel Patricio
|
|
53
|
|
Advisor and Incoming Chief Executive Officer
|
David Knopf
|
|
31
|
|
Executive Vice President and Chief Financial Officer
|
Nina Barton
|
|
45
|
|
Zone President of Canada and President of Digital Growth
|
Paulo Basilio
|
|
44
|
|
President of U.S. Commercial Business
|
Pedro Drevon
|
|
36
|
|
Zone President of Latin America
|
Rashida La Lande
|
|
45
|
|
Senior Vice President, Global General Counsel and Head of CSR and Government Affairs; Corporate Secretary
|
Rafael Oliveira
|
|
44
|
|
Zone President of EMEA
|
Rodrigo Wickbold
|
|
42
|
|
Zone President of APAC
|
•
|
compliance with U.S. laws affecting operations outside of the United States, including anti-bribery laws such as the FCPA;
|
•
|
changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws or their interpretations, or tax audit implications;
|
•
|
the imposition of increased or new tariffs, quotas, trade barriers, or similar restrictions on our sales or imports, trade agreements, regulations, taxes, or policies that might negatively affect our sales or costs;
|
•
|
currency devaluations or fluctuations in currency values;
|
•
|
compliance with antitrust and competition laws, data privacy laws, and a variety of other local, national, and multi-national regulations and laws in multiple jurisdictions;
|
•
|
discriminatory or conflicting fiscal policies in or across foreign jurisdictions;
|
•
|
changes in capital controls, including currency exchange controls, government currency policies, or other limits on our ability to import raw materials or finished product into various countries or repatriate cash from outside the United States;
|
•
|
challenges associated with cross-border product distribution;
|
•
|
changes in local regulations and laws, the uncertainty of enforcement of remedies in foreign jurisdictions, and foreign ownership restrictions and the potential for nationalization or expropriation of property or other resources;
|
•
|
risks and costs associated with political and economic instability, corruption, anti-American sentiment, and social and ethnic unrest in the countries in which we operate;
|
•
|
the risks of operating in developing or emerging markets in which there are significant uncertainties regarding the interpretation, application, and enforceability of laws and regulations and the enforceability of contract rights and intellectual property rights;
|
•
|
risks arising from the significant and rapid fluctuations in currency exchange markets and the decisions made and positions taken to hedge such volatility;
|
•
|
changing labor conditions and difficulties in staffing our operations;
|
•
|
greater risk of uncollectible accounts and longer collection cycles; and
|
•
|
design, implementation, and use of effective control environment processes across our diverse operations and employee base.
|
•
|
increasing our vulnerability to general adverse economic and industry conditions;
|
•
|
limiting our ability to obtain additional financing for working capital, capital expenditures, research and development, debt service requirements, acquisitions, and general corporate or other purposes;
|
•
|
resulting in a downgrade to our credit rating, which could adversely affect our cost of funds, including our commercial paper programs; liquidity; and access to capital markets;
|
•
|
restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;
|
•
|
limiting 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;
|
•
|
making it more difficult for us to make payments on our existing indebtedness;
|
•
|
requiring 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, payments of dividends, capital expenditures, and future business opportunities;
|
•
|
exposing us to risks related to fluctuations in foreign currency, as we earn profits in a variety of currencies around the world and substantially all of our debt is denominated in U.S. dollars; and
|
•
|
in the case of any additional indebtedness, exacerbating the risks associated with our substantial financial leverage.
|
|
Owned
|
|
Leased
|
United States
|
40
|
|
1
|
Canada
|
2
|
|
—
|
EMEA
|
12
|
|
—
|
Rest of World
|
27
|
|
2
|
|
Kraft Heinz
|
|
S&P 500
|
|
S&P Consumer Staples Food and Soft Drink Products
|
||||||
July 6, 2015
|
$
|
100.00
|
|
|
$
|
100.00
|
|
|
$
|
100.00
|
|
December 31, 2015
|
102.07
|
|
|
99.85
|
|
|
110.18
|
|
|||
December 30, 2016
|
125.99
|
|
|
111.79
|
|
|
114.98
|
|
|||
December 29, 2017
|
115.44
|
|
|
136.20
|
|
|
128.53
|
|
|||
December 28, 2018
|
67.49
|
|
|
129.11
|
|
|
121.93
|
|
|
|
Total Number
of Shares Purchased
(a)
|
|
Average Price
Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(b)
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
|
||||||
9/30/2018 - 11/3/2018
|
|
48,358
|
|
|
$
|
55.58
|
|
|
—
|
|
|
$
|
—
|
|
11/4/2018 - 12/1/2018
|
|
79,925
|
|
|
52.18
|
|
|
—
|
|
|
—
|
|
||
12/2/2018 - 12/29/2018
|
|
231,409
|
|
|
49.16
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
359,692
|
|
|
|
|
—
|
|
|
|
(a)
|
Includes the following types of share repurchase activity, when they occur: (1) shares repurchased in connection with the exercise of stock options (including periodic repurchases using option exercise proceeds), (2) shares withheld for tax liabilities associated with the vesting of restricted stock units, and (3) shares repurchased related to employee benefit programs (including our annual bonus swap program) or to offset the dilutive effect of equity issuances.
|
(b)
|
We do not have any publicly announced share repurchase plans or programs.
|
|
|
|
As Restated
|
|
|
||||||||||||||
|
|
|
|
|
|
|
(Unaudited)
|
|
|
||||||||||
|
December 29,
2018
(52 weeks)
|
|
December 30,
2017 (52 weeks) |
|
December 31,
2016 (52 weeks) (h) |
|
January 3,
2016 (53 weeks) |
|
December 28,
2014 (52 weeks) |
||||||||||
|
(in millions, except per share data)
|
||||||||||||||||||
Period Ended:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
(a)(b)(c)
|
$
|
26,268
|
|
|
$
|
26,076
|
|
|
$
|
26,300
|
|
|
$
|
18,318
|
|
|
$
|
10,922
|
|
Income/(loss)
(c)(d)(e)
|
(10,254
|
)
|
|
10,932
|
|
|
3,606
|
|
|
614
|
|
|
672
|
|
|||||
Income/(loss) attributable to common shareholders
(c)(d)(e)
|
(10,192
|
)
|
|
10,941
|
|
|
3,416
|
|
|
(299
|
)
|
|
(63
|
)
|
|||||
Income/(loss) per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
(c)(d)(e)
|
(8.36
|
)
|
|
8.98
|
|
|
2.81
|
|
|
(0.38
|
)
|
|
(0.17
|
)
|
|||||
Diluted
(c)(d)(e)
|
(8.36
|
)
|
|
8.91
|
|
|
2.78
|
|
|
(0.38
|
)
|
|
(0.17
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
As Restated
|
|
|
||||||||||||||
|
|
|
|
|
(Unaudited)
|
|
|
||||||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
|
January 3,
2016 |
|
December 28,
2014 |
||||||||||
|
(in millions, except per share data)
|
||||||||||||||||||
As of:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
(b)(c)(e)
|
103,461
|
|
|
120,092
|
|
|
120,617
|
|
|
123,110
|
|
|
36,571
|
|
|||||
Long-term debt
(b)(c)(f)
|
30,770
|
|
|
28,308
|
|
|
29,712
|
|
|
25,148
|
|
|
13,358
|
|
|||||
Redeemable preferred stock
(g)
|
—
|
|
|
—
|
|
|
—
|
|
|
8,320
|
|
|
8,320
|
|
|||||
Cash dividends per common share
|
2.50
|
|
|
2.45
|
|
|
2.35
|
|
|
1.70
|
|
|
—
|
|
(a)
|
As previously disclosed, we adopted a new accounting standard related to revenue recognition in the first quarter of 2018, and at the same time, we retrospectively corrected immaterial misclassifications in our statements of income principally related to customer incentive program expense misclassifications. This resulted in net sales decreases of $147 million in 2017, $152 million in 2016, and $55 million in 2015.
|
(b)
|
The increases in net sales in 2016 and in 2015 compared to the prior year, and the increases in total assets and long-term debt from December 28, 2014 to January 3, 2016, were primarily driven by the 2015 Merger.
|
(c)
|
We have restated previously disclosed consolidated financial data for fiscal years 2017, 2016, and 2015, as well as the related balance sheet dates, to correct misstatements principally related to supplier contracts and related arrangements, as well as other identified out-of-period and uncorrected misstatements. See Note 2,
Restatement of Previously Issued Consolidated Financial Statements
, in Item 8,
Financial Statements and Supplementary Data
, for additional information.
|
(d)
|
The increases in income/(loss), income/(loss) attributable to common shareholders, and basic and diluted income/(loss) per common share in 2017 compared to 2016 were primarily driven by U.S. Tax Reform, which was enacted in December 2017. See Note 11,
Income Taxes
, in Item 8,
Financial Statements and Supplementary Data
, for additional information.
|
(e)
|
The decreases in income/(loss), income/(loss) attributable to common shareholders, and basic and diluted income/(loss) per common share in 2018 compared to 2017, and the decrease in total assets from December 30, 2017 to December 29, 2018, were primarily driven by non-cash impairment losses in 2018. See Note 10,
Goodwill and Intangible Assets,
in Item 8,
Financial Statements and Supplementary Data
, for additional information.
|
(f)
|
Amounts exclude the current portion of long-term debt.
|
(g)
|
On June 7, 2016, we redeemed all outstanding shares of our 9.00% cumulative compounding preferred stock, Series A (“Series A Preferred Stock”). See
Equity and Dividends
in Item 7
, Management’s Discussion and Analysis of Financial Condition and Results of Operations,
along with Note 19,
Debt
, and Note 20,
Capital Stock
, in Item 8,
Financial Statements and Supplementary Data
, for additional information.
|
(h)
|
On December 9, 2016, our Board of Directors approved a change to our fiscal year end from Sunday to Saturday. Effective December 31, 2016, we operate on a 52- or 53-week fiscal year ending on the last Saturday in December in each calendar year. In prior years, we operated on a 52- or 53-week fiscal year ending the Sunday closest to December 31. As a result, we occasionally have a 53rd week in a fiscal year. Our 2015 fiscal year includes a 53rd week of activity.
|
|
|
|
As Restated & Recast
|
|
|
|
As Restated & Recast
|
|
|
||||||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
% Change
|
|
December 30,
2017 |
|
December 31,
2016 |
|
% Change
|
||||||||||
|
(in millions, except per share data)
|
|
|
|
(in millions, except per share data)
|
|
|
||||||||||||||
Net sales
|
$
|
26,268
|
|
|
$
|
26,076
|
|
|
0.7
|
%
|
|
$
|
26,076
|
|
|
$
|
26,300
|
|
|
(0.9
|
)%
|
Operating income/(loss)
|
(10,220
|
)
|
|
6,057
|
|
|
(268.7
|
)%
|
|
6,057
|
|
|
5,601
|
|
|
8.1
|
%
|
||||
Net income/(loss) attributable to common shareholders
|
(10,192
|
)
|
|
10,941
|
|
|
(193.2
|
)%
|
|
10,941
|
|
|
3,416
|
|
|
220.3
|
%
|
||||
Diluted EPS
|
(8.36
|
)
|
|
8.91
|
|
|
(193.8
|
)%
|
|
8.91
|
|
|
2.78
|
|
|
220.5
|
%
|
|
|
|
As Restated
|
|
|
|
As Restated
|
|
|
||||||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
% Change
|
|
December 30,
2017 |
|
December 31,
2016 |
|
% Change
|
||||||||||
|
(in millions)
|
|
|
|
(in millions)
|
|
|
||||||||||||||
Net sales
|
$
|
26,268
|
|
|
$
|
26,076
|
|
|
0.7
|
%
|
|
$
|
26,076
|
|
|
$
|
26,300
|
|
|
(0.9
|
)%
|
Organic Net Sales
(a)
|
26,105
|
|
|
25,876
|
|
|
0.9
|
%
|
|
25,963
|
|
|
26,188
|
|
|
(0.9
|
)%
|
(a)
|
Organic Net Sales is a non-GAAP financial measure. See the
Non-GAAP Financial Measures
section within this item.
|
|
|
|
As Restated & Recast
|
|
|
|
As Restated & Recast
|
|
|
||||||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
% Change
|
|
December 30,
2017 |
|
December 31,
2016 |
|
% Change
|
||||||||||
|
(in millions)
|
|
|
|
(in millions)
|
|
|
||||||||||||||
Operating income/(loss)
|
$
|
(10,220
|
)
|
|
$
|
6,057
|
|
|
(268.7
|
)%
|
|
$
|
6,057
|
|
|
$
|
5,601
|
|
|
8.1
|
%
|
Net income/(loss) attributable to common shareholders
|
(10,192
|
)
|
|
10,941
|
|
|
(193.2
|
)%
|
|
10,941
|
|
|
3,416
|
|
|
220.3
|
%
|
||||
Adjusted EBITDA
(a)
|
7,024
|
|
|
7,664
|
|
|
(8.3
|
)%
|
|
7,664
|
|
|
7,574
|
|
|
1.2
|
%
|
(a)
|
Adjusted EBITDA is a non-GAAP financial measure. See the
Non-GAAP Financial Measures
section within this item.
|
•
|
The effective tax rate was a benefit of
9.4%
in 2018 on a pre-tax loss compared to a benefit of
100.6%
in 2017 on pre-tax income.
The 2018 effective tax rate was lower, primarily due to a decrease in the U.S. federal statutory rate, non-deductible items (including goodwill impairments, nonmonetary currency devaluation losses, and the wind-up of non-U.S. pension plans), the impact of the federal tax on GILTI, and the revaluation of our deferred tax balances due to changes in state tax laws following U.S. Tax Reform, which were partially offset by the benefit from intangible asset impairment losses in the fourth quarter of 2018.
See Note 11,
Income Taxes
, in Item 8,
Financial Statements and Supplementary Data
, for additional information related to our effective tax rates.
|
•
|
Other expense/(income), net was income of
$183 million
in 2018 compared to income of
$627 million
in 2017. This decrease was primarily due to a
$162 million
non-cash settlement charge in 2018 related to the wind-up of our Canadian salaried and Canadian hourly defined benefit pension plans compared to a
$177 million
non-cash curtailment gain from postretirement plan remeasurements in 2017. In addition, this decrease was due to a
$146 million
nonmonetary currency devaluation loss in the current period compared to a
$36 million
loss in the prior period related to our Venezuelan operations. See Note 16,
Venezuela - Foreign Currency and Inflation
, in Item 8,
Financial Statements and Supplementary Data
, for additional information.
|
•
|
Interest expense was
$1.3 billion
in 2018 compared to
$1.2 billion
in 2017. This increase was primarily driven by $3.0 billion aggregate principal amount of long-term debt issued in June 2018. See Note 19,
Debt
, in Item 8,
Financial Statements and Supplementary Data
, for additional information.
|
•
|
The effective tax rate was a
100.6%
benefit in 2017 compared to
27.0%
expense in 2016. The change in the effective tax rate was primarily driven by the $7.0 billion tax benefit from U.S. Tax Reform, lower tax benefits associated with deferred tax effects of statutory rate changes, and taxes on income of foreign subsidiaries in 2017. See Note 11,
Income Taxes
, in Item 8,
Financial Statements and Supplementary Data
, for additional information related to our effective tax rates.
|
•
|
The Series A Preferred Stock was fully redeemed on June 7, 2016. Accordingly, there were no dividends for 2017, compared to $180 million in 2016. See
Equity and Dividends
within this item for additional information.
|
•
|
Other expense/(income), net was
$627 million
of income in 2017 compared to
$472 million
of income in 2016. This increase was primarily driven by a
$177 million
non-cash curtailment gain from postretirement plan remeasurements in 2017. This was partially offset by a
$36 million
nonmonetary currency devaluation loss in 2017 compared to
$24 million
in 2016 related to our Venezuelan operations. See Note 16,
Venezuela - Foreign Currency and Inflation
, in Item 8,
Financial Statements and Supplementary Data
, for additional information.
|
•
|
Interest expense increased to
$1.2 billion
in 2017 compared to
$1.1 billion
in 2016. This increase was primarily driven by the May 2016 issuances of long-term debt and borrowings under our commercial paper programs, which began in the second quarter of 2016.
|
(a)
|
Adjusted EPS is a non-GAAP financial measure. See the
Non-GAAP Financial Measures
section within this item.
|
|
|
|
As Restated
|
|
|
|
|
|||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
$ Change
|
|
% Change
|
|||||||
Diluted EPS
|
$
|
(8.36
|
)
|
|
$
|
8.91
|
|
|
$
|
(17.27
|
)
|
|
(193.8
|
)%
|
Integration and restructuring expenses
|
0.32
|
|
|
0.24
|
|
|
0.08
|
|
|
|
||||
Deal costs
|
0.02
|
|
|
—
|
|
|
0.02
|
|
|
|
||||
Unrealized losses/(gains) on commodity hedges
|
0.01
|
|
|
0.01
|
|
|
—
|
|
|
|
||||
Impairment losses
|
11.28
|
|
|
0.03
|
|
|
11.25
|
|
|
|
||||
Losses/(gains) on sale of business
|
0.01
|
|
|
—
|
|
|
0.01
|
|
|
|
||||
Other losses/(gains) related to acquisitions and divestitures
|
0.02
|
|
|
—
|
|
|
0.02
|
|
|
|
||||
Nonmonetary currency devaluation
|
0.12
|
|
|
0.03
|
|
|
0.09
|
|
|
|
||||
U.S. Tax Reform
discrete income tax expense/(benefit)
|
0.09
|
|
|
(5.72
|
)
|
|
5.81
|
|
|
|
||||
Adjusted EPS
(a)
|
$
|
3.51
|
|
|
$
|
3.50
|
|
|
$
|
0.01
|
|
|
0.3
|
%
|
|
|
|
|
|
|
|
|
|||||||
Key drivers of change in Adjusted EPS
(a)
:
|
|
|
|
|
|
|
|
|||||||
Results of operations
|
|
|
|
|
$
|
(0.37
|
)
|
|
|
|||||
Change in interest expense
|
|
|
|
|
(0.03
|
)
|
|
|
||||||
Change in effective tax rate
|
|
|
|
|
0.39
|
|
|
|
||||||
Effect of dilutive equity awards
|
|
|
|
|
0.02
|
|
|
|
||||||
|
|
|
|
|
$
|
0.01
|
|
|
|
(a)
|
Adjusted EPS is a non-GAAP financial measure. See the
Non-GAAP Financial Measures
section at the end of this item.
|
|
As Restated
|
|
|
|
|
|||||||||
|
December 30,
2017 |
|
December 31,
2016 |
|
$ Change
|
|
% Change
|
|||||||
Diluted EPS
|
$
|
8.91
|
|
|
$
|
2.78
|
|
|
$
|
6.13
|
|
|
220.5
|
%
|
Integration and restructuring expenses
|
0.24
|
|
|
0.57
|
|
|
(0.33
|
)
|
|
|
||||
Deal costs
|
—
|
|
|
0.02
|
|
|
(0.02
|
)
|
|
|
||||
Unrealized losses/(gains) on commodity hedges
|
0.01
|
|
|
(0.02
|
)
|
|
0.03
|
|
|
|
||||
Impairment losses
|
0.03
|
|
|
0.04
|
|
|
(0.01
|
)
|
|
|
||||
Nonmonetary currency devaluation
|
0.03
|
|
|
0.02
|
|
|
0.01
|
|
|
|
||||
Preferred dividend adjustment
|
—
|
|
|
(0.10
|
)
|
|
0.10
|
|
|
|
||||
U.S. Tax Reform
discrete income tax expense/(benefit)
|
(5.72
|
)
|
|
—
|
|
|
(5.72
|
)
|
|
|
||||
Adjusted EPS
(a)
|
$
|
3.50
|
|
|
$
|
3.31
|
|
|
$
|
0.19
|
|
|
5.7
|
%
|
|
|
|
|
|
|
|
|
|||||||
Key drivers of change in Adjusted EPS
(a)
:
|
|
|
|
|
|
|
|
|||||||
Results of operations
|
|
|
|
|
$
|
0.03
|
|
|
|
|||||
Change in preferred dividends
|
|
|
|
|
0.25
|
|
|
|
||||||
Change in interest expense
|
|
|
|
|
(0.06
|
)
|
|
|
||||||
Change in effective tax rate and other
|
|
|
|
|
(0.03
|
)
|
|
|
||||||
|
|
|
|
|
$
|
0.19
|
|
|
|
(a)
|
Adjusted EPS is a non-GAAP financial measure. See the
Non-GAAP Financial Measures
section at the end of this item.
|
|
|
|
As Restated
|
||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
|
(in millions)
|
||||||||||
Net sales:
|
|
|
|
|
|
||||||
United States
|
$
|
18,122
|
|
|
$
|
18,230
|
|
|
$
|
18,469
|
|
Canada
|
2,173
|
|
|
2,177
|
|
|
2,302
|
|
|||
EMEA
|
2,718
|
|
|
2,585
|
|
|
2,586
|
|
|||
Rest of World
|
3,255
|
|
|
3,084
|
|
|
2,943
|
|
|||
Total net sales
|
$
|
26,268
|
|
|
$
|
26,076
|
|
|
$
|
26,300
|
|
|
2018 Compared to 2017
|
|
2017 Compared to 2016
|
||||||||||||
|
|
|
As Restated
|
||||||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||||
|
(in millions)
|
||||||||||||||
Organic Net Sales
(a)
:
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
18,122
|
|
|
$
|
18,230
|
|
|
$
|
18,230
|
|
|
$
|
18,469
|
|
Canada
|
2,178
|
|
|
2,177
|
|
|
2,135
|
|
|
2,302
|
|
||||
EMEA
|
2,633
|
|
|
2,529
|
|
|
2,549
|
|
|
2,529
|
|
||||
Rest of World
|
3,172
|
|
|
2,940
|
|
|
3,049
|
|
|
2,888
|
|
||||
Total Organic Net Sales
|
$
|
26,105
|
|
|
$
|
25,876
|
|
|
$
|
25,963
|
|
|
$
|
26,188
|
|
(a)
|
Organic Net Sales is a non-GAAP financial measure. See the
Non-GAAP Financial Measures
section within this item.
|
|
Net Sales
|
|
Currency
|
|
Acquisitions and Divestitures
|
|
Organic Net Sales
|
|
Price
|
|
Volume/Mix
|
||
2018 Compared to 2017
|
|
|
|
|
|
|
|
|
|
|
|
||
United States
|
(0.6
|
)%
|
|
0.0 pp
|
|
0.0 pp
|
|
(0.6
|
)%
|
|
(0.9) pp
|
|
0.3 pp
|
Canada
|
(0.2
|
)%
|
|
(0.3) pp
|
|
0.0 pp
|
|
0.1
|
%
|
|
(0.6) pp
|
|
0.7 pp
|
EMEA
|
5.1
|
%
|
|
2.5 pp
|
|
(1.5) pp
|
|
4.1
|
%
|
|
0.9 pp
|
|
3.2 pp
|
Rest of World
|
5.6
|
%
|
|
(7.6) pp
|
|
5.3 pp
|
|
7.9
|
%
|
|
5.4 pp
|
|
2.5 pp
|
Kraft Heinz
|
0.7
|
%
|
|
(0.6) pp
|
|
0.4 pp
|
|
0.9
|
%
|
|
0.0 pp
|
|
0.9 pp
|
|
|
|
|
|
|
|
|
|
|
|
|
||
2017 Compared to 2016 (As Restated)
|
|
|
|
|
|
|
|
|
|
|
|
||
United States
|
(1.3
|
)%
|
|
0.0 pp
|
|
0.0 pp
|
|
(1.3
|
)%
|
|
0.5 pp
|
|
(1.8) pp
|
Canada
|
(5.4
|
)%
|
|
1.9 pp
|
|
0.0 pp
|
|
(7.3
|
)%
|
|
(1.8) pp
|
|
(5.5) pp
|
EMEA
|
—
|
%
|
|
(0.5) pp
|
|
(0.3) pp
|
|
0.8
|
%
|
|
(0.5) pp
|
|
1.3 pp
|
Rest of World
|
4.8
|
%
|
|
(0.8) pp
|
|
0.0 pp
|
|
5.6
|
%
|
|
4.2 pp
|
|
1.4 pp
|
Kraft Heinz
|
(0.9
|
)%
|
|
0.0 pp
|
|
0.0 pp
|
|
(0.9
|
)%
|
|
0.6 pp
|
|
(1.5) pp
|
|
|
|
As Restated & Recast
|
||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
|
(in millions)
|
||||||||||
Segment Adjusted EBITDA:
|
|
|
|
|
|
||||||
United States
|
$
|
5,218
|
|
|
$
|
5,873
|
|
|
$
|
5,744
|
|
Canada
|
608
|
|
|
636
|
|
|
632
|
|
|||
EMEA
|
724
|
|
|
673
|
|
|
741
|
|
|||
Rest of World
|
635
|
|
|
590
|
|
|
621
|
|
|||
General corporate expenses
|
(161
|
)
|
|
(108
|
)
|
|
(164
|
)
|
|||
Depreciation and amortization (excluding integration and restructuring expenses)
|
(919
|
)
|
|
(907
|
)
|
|
(875
|
)
|
|||
Integration and restructuring expenses
|
(297
|
)
|
|
(583
|
)
|
|
(992
|
)
|
|||
Deal costs
|
(23
|
)
|
|
—
|
|
|
(30
|
)
|
|||
Unrealized gains/(losses) on commodity hedges
|
(21
|
)
|
|
(19
|
)
|
|
38
|
|
|||
Impairment losses
|
(15,936
|
)
|
|
(49
|
)
|
|
(71
|
)
|
|||
Gains/(losses) on sale of business
|
(15
|
)
|
|
—
|
|
|
—
|
|
|||
Nonmonetary currency devaluation
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||
Equity award compensation expense (excluding integration and restructuring expenses)
|
(33
|
)
|
|
(49
|
)
|
|
(39
|
)
|
|||
Operating income/(loss)
|
(10,220
|
)
|
|
6,057
|
|
|
5,601
|
|
|||
Interest expense
|
1,284
|
|
|
1,234
|
|
|
1,134
|
|
|||
Other expense/(income), net
|
(183
|
)
|
|
(627
|
)
|
|
(472
|
)
|
|||
Income/(loss) before income taxes
|
$
|
(11,321
|
)
|
|
$
|
5,450
|
|
|
$
|
4,939
|
|
|
2018 Compared to 2017
|
|
2017 Compared to 2016
|
||||||||||||||||||
|
|
|
As Restated & Recast
|
|
|
|
As Restated & Recast
|
|
|
||||||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
% Change
|
|
December 30,
2017 |
|
December 31,
2016 |
|
% Change
|
||||||||||
|
(in millions)
|
|
|
|
(in millions)
|
|
|
||||||||||||||
Net sales
|
$
|
18,122
|
|
|
$
|
18,230
|
|
|
(0.6
|
)%
|
|
$
|
18,230
|
|
|
$
|
18,469
|
|
|
(1.3
|
)%
|
Organic Net Sales
(a)
|
18,122
|
|
|
18,230
|
|
|
(0.6
|
)%
|
|
18,230
|
|
|
18,469
|
|
|
(1.3
|
)%
|
||||
Segment Adjusted EBITDA
|
5,218
|
|
|
5,873
|
|
|
(11.2
|
)%
|
|
5,873
|
|
|
5,744
|
|
|
2.2
|
%
|
(a)
|
Organic Net Sales is a non-GAAP financial measure. See the
Non-GAAP Financial Measures
section within this item.
|
|
2018 Compared to 2017
|
|
2017 Compared to 2016
|
||||||||||||||||||
|
|
|
As Restated & Recast
|
|
|
|
As Restated & Recast
|
|
|
||||||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
% Change
|
|
December 30,
2017 |
|
December 31,
2016 |
|
% Change
|
||||||||||
|
(in millions)
|
|
|
|
(in millions)
|
|
|
||||||||||||||
Net sales
|
$
|
2,173
|
|
|
$
|
2,177
|
|
|
(0.2
|
)%
|
|
$
|
2,177
|
|
|
$
|
2,302
|
|
|
(5.4
|
)%
|
Organic Net Sales
(a)
|
2,178
|
|
|
2,177
|
|
|
0.1
|
%
|
|
2,135
|
|
|
2,302
|
|
|
(7.3
|
)%
|
||||
Segment Adjusted EBITDA
|
608
|
|
|
636
|
|
|
(4.4
|
)%
|
|
636
|
|
|
632
|
|
|
0.7
|
%
|
(a)
|
Organic Net Sales is a non-GAAP financial measure. See the
Non-GAAP Financial Measures
section within this item.
|
|
2018 Compared to 2017
|
|
2017 Compared to 2016
|
||||||||||||||||||
|
|
|
As Restated & Recast
|
|
|
|
As Restated & Recast
|
|
|
||||||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
% Change
|
|
December 30,
2017 |
|
December 31,
2016 |
|
% Change
|
||||||||||
|
(in millions)
|
|
|
|
(in millions)
|
|
|
||||||||||||||
Net sales
|
$
|
2,718
|
|
|
$
|
2,585
|
|
|
5.1
|
%
|
|
$
|
2,585
|
|
|
$
|
2,586
|
|
|
—
|
%
|
Organic Net Sales
(a)
|
2,633
|
|
|
2,529
|
|
|
4.1
|
%
|
|
2,549
|
|
|
2,529
|
|
|
0.8
|
%
|
||||
Segment Adjusted EBITDA
|
724
|
|
|
673
|
|
|
7.6
|
%
|
|
673
|
|
|
741
|
|
|
(9.3
|
)%
|
(a)
|
Organic Net Sales is a non-GAAP financial measure. See the
Non-GAAP Financial Measures
section within this item.
|
(a)
|
Organic Net Sales is a non-GAAP financial measure. See the
Non-GAAP Financial Measures
section within this item.
|
|
Goodwill Carrying Value
(in billions)
|
|
Discount Rate
|
|
Long-Term Growth Rate
|
|
Royalty Rate
|
||||||||||||||
|
|
Minimum
|
|
Maximum
|
|
Minimum
|
|
Maximum
|
|
Minimum
|
|
Maximum
|
|||||||||
Reporting units
|
$
|
29.0
|
|
|
7.0
|
%
|
|
10.7
|
%
|
|
1.5
|
%
|
|
4.7
|
%
|
|
|
|
|
||
Brands
(excess earnings method)
|
24.4
|
|
|
7.5
|
%
|
|
7.5
|
%
|
|
0.8
|
%
|
|
2.1
|
%
|
|
|
|
|
|||
Brands
(relief from royalty method)
|
4.9
|
|
|
7.5
|
%
|
|
10.2
|
%
|
|
0.5
|
%
|
|
4.0
|
%
|
|
1.0
|
%
|
|
20.0
|
%
|
|
Discount Rate
|
|
Long-Term Growth Rate
|
|
Royalty Rate
|
||||||||||||||||||
|
50-Basis-Point
|
|
25-Basis-Point
|
|
100-Basis-Point
|
||||||||||||||||||
|
Increase
|
|
Decrease
|
|
Increase
|
|
Decrease
|
|
Increase
|
|
Decrease
|
||||||||||||
Reporting units
(a)
|
$
|
(5.3
|
)
|
|
$
|
6.3
|
|
|
$
|
2.6
|
|
|
$
|
(2.4
|
)
|
|
|
|
|
||||
Brands (excess earnings method)
(a)
|
(1.9
|
)
|
|
2.3
|
|
|
0.9
|
|
|
(0.8
|
)
|
|
|
|
|
||||||||
Brands (relief from royalty method)
(a)
|
(0.4
|
)
|
|
0.5
|
|
|
0.2
|
|
|
(0.2
|
)
|
|
$
|
0.4
|
|
|
$
|
(0.4
|
)
|
(a)
|
A reduction in fair value would not necessarily cause an impairment in all cases, but due to the low or zero excess fair value over carrying amount for these reporting units and brands, it is reasonably possible that a reduction in fair value would lead to an impairment.
|
|
One-Percentage-Point
|
||||||
|
Increase
|
|
(Decrease)
|
||||
Effect on annual service and interest cost
|
$
|
3
|
|
|
$
|
(3
|
)
|
Effect on postretirement benefit obligation
|
48
|
|
|
(41
|
)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
100-Basis-Point
|
|
100-Basis-Point
|
||||||||||||
|
Increase
|
|
Decrease
|
|
Increase
|
|
Decrease
|
||||||||
Effect of change in discount rate on pension costs
|
$
|
11
|
|
|
$
|
(17
|
)
|
|
$
|
(2
|
)
|
|
$
|
(7
|
)
|
Effect of change in expected rate of return on plan assets on pension costs
|
(41
|
)
|
|
41
|
|
|
(27
|
)
|
|
27
|
|
||||
Effect of change in discount rate on postretirement costs
|
(8
|
)
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
||||
Effect of change in expected rate of return on plan assets on postretirement costs
|
(10
|
)
|
|
10
|
|
|
—
|
|
|
—
|
|
|
Payments Due
|
|||||||||||||
|
2019
|
|
2020-2021
|
|
2022-2023
|
|
2024 and Thereafter
|
|
Total
|
|||||
Long-term debt
(a)
|
1,641
|
|
|
6,369
|
|
|
8,046
|
|
|
32,195
|
|
|
48,251
|
|
Capital leases
(b)(f)
|
27
|
|
|
98
|
|
|
27
|
|
|
85
|
|
|
237
|
|
Operating leases
(c)(f)
|
185
|
|
|
242
|
|
|
119
|
|
|
148
|
|
|
694
|
|
Purchase obligations
(d)(f)
|
1,569
|
|
|
1,162
|
|
|
497
|
|
|
217
|
|
|
3,445
|
|
Other long-term liabilities
(e)
|
41
|
|
|
83
|
|
|
98
|
|
|
203
|
|
|
425
|
|
Total
|
3,463
|
|
|
7,954
|
|
|
8,787
|
|
|
32,848
|
|
|
53,052
|
|
(a)
|
Amounts represent the expected cash payments of our long-term debt, including interest on variable and fixed rate long-term debt. Interest on variable rate long-term debt is calculated based on interest rates at
December 29, 2018
.
|
(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)
|
We have purchase obligations for 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. Several 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)
|
Other long-term liabilities primarily consist of estimated payments for the one-time toll charge related to U.S. Tax Reform, as well as postretirement benefit commitments. Certain other 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.
|
(f)
|
As part of the restatement described in Note 2,
Restatement of Previously Issued Consolidated Financial Statements
, in Item 8,
Financial Statements and Supplementary Data
, certain amounts in prior years, if presented, would have been recategorized between capital leases, operating leases, and purchase
|
|
Net Sales
|
|
Currency
|
|
Acquisitions and Divestitures
|
|
Organic Net Sales
|
|
Price
|
|
Volume/Mix
|
||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
18,122
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,122
|
|
|
|
|
|
Canada
|
2,173
|
|
|
(5
|
)
|
|
—
|
|
|
2,178
|
|
|
|
|
|
||||
EMEA
|
2,718
|
|
|
66
|
|
|
19
|
|
|
2,633
|
|
|
|
|
|
||||
Rest of World
|
3,255
|
|
|
(75
|
)
|
|
158
|
|
|
3,172
|
|
|
|
|
|
||||
Kraft Heinz
|
$
|
26,268
|
|
|
$
|
(14
|
)
|
|
$
|
177
|
|
|
$
|
26,105
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2017 (As Restated)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
18,230
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,230
|
|
|
|
|
|
Canada
|
2,177
|
|
|
—
|
|
|
—
|
|
|
2,177
|
|
|
|
|
|
||||
EMEA
|
2,585
|
|
|
—
|
|
|
56
|
|
|
2,529
|
|
|
|
|
|
||||
Rest of World
|
3,084
|
|
|
144
|
|
|
—
|
|
|
2,940
|
|
|
|
|
|
||||
Kraft Heinz
|
$
|
26,076
|
|
|
$
|
144
|
|
|
$
|
56
|
|
|
$
|
25,876
|
|
|
|
|
|
|
Net Sales
|
|
Currency
|
|
Acquisitions and Divestitures
|
|
Organic Net Sales
|
|
Price
|
|
Volume/Mix
|
||||||||
2017 (As Restated)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
18,230
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,230
|
|
|
|
|
|
Canada
|
2,177
|
|
|
42
|
|
|
—
|
|
|
2,135
|
|
|
|
|
|
||||
EMEA
|
2,585
|
|
|
(14
|
)
|
|
50
|
|
|
2,549
|
|
|
|
|
|
||||
Rest of World
|
3,084
|
|
|
35
|
|
|
—
|
|
|
3,049
|
|
|
|
|
|
||||
Kraft Heinz
|
$
|
26,076
|
|
|
$
|
63
|
|
|
$
|
50
|
|
|
$
|
25,963
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2016 (As Restated)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
18,469
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,469
|
|
|
|
|
|
Canada
|
2,302
|
|
|
—
|
|
|
—
|
|
|
2,302
|
|
|
|
|
|
||||
EMEA
|
2,586
|
|
|
—
|
|
|
57
|
|
|
2,529
|
|
|
|
|
|
||||
Rest of World
|
2,943
|
|
|
55
|
|
|
—
|
|
|
2,888
|
|
|
|
|
|
||||
Kraft Heinz
|
$
|
26,300
|
|
|
$
|
55
|
|
|
$
|
57
|
|
|
$
|
26,188
|
|
|
|
|
|
|
|
|
As Restated & Recast
|
||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
Net income/(loss)
|
$
|
(10,254
|
)
|
|
$
|
10,932
|
|
|
$
|
3,606
|
|
Interest expense
|
1,284
|
|
|
1,234
|
|
|
1,134
|
|
|||
Other expense/(income), net
|
(183
|
)
|
|
(627
|
)
|
|
(472
|
)
|
|||
Provision for/(benefit from) income taxes
|
(1,067
|
)
|
|
(5,482
|
)
|
|
1,333
|
|
|||
Operating income/(loss)
|
(10,220
|
)
|
|
6,057
|
|
|
5,601
|
|
|||
Depreciation and amortization (excluding integration and restructuring expenses)
|
919
|
|
|
907
|
|
|
875
|
|
|||
Integration and restructuring expenses
|
297
|
|
|
583
|
|
|
992
|
|
|||
Deal costs
|
23
|
|
|
—
|
|
|
30
|
|
|||
Unrealized losses/(gains) on commodity hedges
|
21
|
|
|
19
|
|
|
(38
|
)
|
|||
Impairment losses
|
15,936
|
|
|
49
|
|
|
71
|
|
|||
Losses/(gains) on sale of business
|
15
|
|
|
—
|
|
|
—
|
|
|||
Nonmonetary currency devaluation
|
—
|
|
|
—
|
|
|
4
|
|
|||
Equity award compensation expense (excluding integration and restructuring expenses)
|
33
|
|
|
49
|
|
|
39
|
|
|||
Adjusted EBITDA
|
$
|
7,024
|
|
|
$
|
7,664
|
|
|
$
|
7,574
|
|
|
|
|
As Restated
|
||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
Diluted EPS
|
$
|
(8.36
|
)
|
|
$
|
8.91
|
|
|
$
|
2.78
|
|
Integration and restructuring expenses
(a)
|
0.32
|
|
|
0.24
|
|
|
0.57
|
|
|||
Deal costs
(b)
|
0.02
|
|
|
—
|
|
|
0.02
|
|
|||
Unrealized losses/(gains) on commodity hedges
(c)
|
0.01
|
|
|
0.01
|
|
|
(0.02
|
)
|
|||
Impairment losses
(d)
|
11.28
|
|
|
0.03
|
|
|
0.04
|
|
|||
Losses/(gains) on sale of business
(e)
|
0.01
|
|
|
—
|
|
|
—
|
|
|||
Other losses/(gains) related to acquisitions and divestitures
(f)
|
0.02
|
|
|
—
|
|
|
—
|
|
|||
Nonmonetary currency devaluation
(g)
|
0.12
|
|
|
0.03
|
|
|
0.02
|
|
|||
Preferred dividend adjustment
(h)
|
—
|
|
|
—
|
|
|
(0.10
|
)
|
|||
U.S. Tax Reform discrete income tax expense/(benefit)
(i)
|
0.09
|
|
|
(5.72
|
)
|
|
—
|
|
|||
Adjusted EPS
|
$
|
3.51
|
|
|
$
|
3.50
|
|
|
$
|
3.31
|
|
(a)
|
Gross expenses included in integration and restructuring expenses were
$460 million
in 2018 (
$396 million
after-tax),
$434 million
in 2017 (
$305 million
after-tax), and
$1.0 billion
in 2016 (
$697 million
after-tax) and were recorded in the following income statement line items:
|
•
|
Cost of products sold included
$194 million
in 2018,
$464 million
in 2017, and
$699 million
in 2016;
|
•
|
SG&A included
$103 million
in 2018,
$119 million
in 2017, and
$293 million
in 2016; and
|
•
|
Other expense/(income), net, included expenses of
$163 million
in 2018, income of
$149 million
in 2017, and expenses of
$20 million
in 2016.
|
(b)
|
Gross expenses included in deal costs were
$23 million
in 2018 (
$19 million
after-tax) and
$30 million
in 2016 (
$20 million
after-tax) and were recorded in the following income statement line items:
|
•
|
Cost of products sold included
$4 million
in 2018 and
$3 million
in 2016; and
|
•
|
SG&A included
$19 million
in 2018 and
$27 million
in 2016.
|
(c)
|
Gross expenses/(income) included in unrealized losses/(gains) on commodity hedges were expenses of
$21 million
in 2018 (
$16 million
after-tax), expenses of
$19 million
in 2017 (
$12 million
after-tax), and income of
$38 million
in 2016 (
$25 million
after-tax) and were recorded in cost of products sold.
|
(d)
|
Gross expenses included in impairment losses were
$15.9 billion
in 2018 (
$13.8 billion
after-tax),
$49 million
in 2017 (
$36 million
after-tax), and
$71 million
in 2016 (
$46 million
after-tax) and were recorded in the following income statement line items:
|
•
|
Cost of products sold included
$53 million
in 2016; and
|
•
|
SG&A included
$15.9 billion
in 2018,
$49 million
in 2017, and
$18 million
in 2016.
|
(e)
|
Gross expenses included in losses/(gains) on sale of business were
$15 million
in 2018 (
$15 million
after-tax) and were recorded in SG&A.
|
(f)
|
Gross expenses included in other losses/(gains) related to acquisitions and divestitures were
$27 million
in 2018 (
$15 million
after-tax) and were recorded in the following income statement line items:
|
•
|
Interest expense included
$3 million
in 2018;
|
•
|
Other expense/(income), net, included
$17 million
in 2018; and
|
•
|
Provision for/(benefit from) income taxes included
$7 million
in 2018.
|
(g)
|
Gross expenses included in nonmonetary currency devaluation were
$146 million
in 2018 (
$146 million
after tax),
$36 million
in 2017 (
$36 million
after-tax), and
$28 million
in 2016 (
$28 million
after-tax) and were recorded in the following income statement line items:
|
•
|
Cost of products sold included
$4 million
in 2016; and
|
•
|
Other expense/(income), net, included
$146 million
in 2018,
$36 million
in 2017, and
$24 million
in 2016.
|
(h)
|
For Adjusted EPS, we present the impact of the Series A Preferred Stock dividend payments on an accrual basis. Accordingly, we included adjustments to EPS to include $180 million Series A Preferred Stock dividends in the first quarter of 2016 (to reflect the March 7, 2016 Series A Preferred Stock dividend that was paid in December 2015) and to exclude $51 million of Series A Preferred Stock dividends from the second quarter of 2016 (to reflect that it was redeemed on June 7, 2016).
|
(i)
|
U.S. Tax Reform discrete income tax expense/(benefit) was an expense of $104 million in 2018 and a benefit of $7.0 billion in 2017. Expenses in 2018 primarily related to the revaluation of our deferred tax balances due to changes in state tax laws following U.S. Tax Reform. These expenses were partially offset by net benefits related to changes in U.S. tax reserves, U.S. Tax Reform measurement period adjustments, changes in estimates of certain 2017 U.S. income tax deductions, and the release of valuation allowances related to foreign tax credits. The benefit in 2017 was related to the enactment of U.S. Tax Reform.
See Note 11,
Income Taxes
, in Item 8,
Financial Statements and Supplementary Data
, for additional information.
|
|
|
|
|
|
|
|
|
|
As Restated
|
||||||||||||||||||||||
|
For the Three Months Ended December 29, 2018
|
|
For the Three Months Ended December 30, 2017
|
||||||||||||||||||||||||||||
|
Net Sales
|
|
Currency
|
|
Acquisitions and Divestitures
|
|
Organic Net Sales
|
|
Net Sales
|
|
Currency
|
|
Acquisitions and Divestitures
|
|
Organic Net Sales
|
||||||||||||||||
|
(in millions)
|
|
(in millions)
|
||||||||||||||||||||||||||||
United States
|
$
|
4,810
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,810
|
|
|
$
|
4,760
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,760
|
|
Canada
|
600
|
|
|
(24
|
)
|
|
—
|
|
|
624
|
|
|
589
|
|
|
—
|
|
|
—
|
|
|
589
|
|
||||||||
EMEA
|
692
|
|
|
(31
|
)
|
|
—
|
|
|
723
|
|
|
696
|
|
|
—
|
|
|
13
|
|
|
683
|
|
||||||||
Rest of World
|
789
|
|
|
(42
|
)
|
|
48
|
|
|
783
|
|
|
796
|
|
|
53
|
|
|
—
|
|
|
743
|
|
||||||||
Kraft Heinz
|
$
|
6,891
|
|
|
$
|
(97
|
)
|
|
$
|
48
|
|
|
$
|
6,940
|
|
|
$
|
6,841
|
|
|
$
|
53
|
|
|
$
|
13
|
|
|
$
|
6,775
|
|
|
As Restated
|
||||||||||||||||||||||||||||||
|
For the Three Months Ended September 29, 2018
|
|
For the Three Months Ended September 30, 2017
|
||||||||||||||||||||||||||||
|
Net Sales
|
|
Currency
|
|
Acquisitions and Divestitures
|
|
Organic Net Sales
|
|
Net Sales
|
|
Currency
|
|
Acquisitions and Divestitures
|
|
Organic Net Sales
|
||||||||||||||||
|
(in millions)
|
|
(in millions)
|
||||||||||||||||||||||||||||
United States
|
$
|
4,431
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,431
|
|
|
$
|
4,351
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,351
|
|
Canada
|
525
|
|
|
(24
|
)
|
|
—
|
|
|
549
|
|
|
556
|
|
|
—
|
|
|
—
|
|
|
556
|
|
||||||||
EMEA
|
634
|
|
|
(12
|
)
|
|
—
|
|
|
646
|
|
|
650
|
|
|
—
|
|
|
12
|
|
|
638
|
|
||||||||
Rest of World
|
793
|
|
|
(46
|
)
|
|
47
|
|
|
792
|
|
|
722
|
|
|
18
|
|
|
—
|
|
|
704
|
|
||||||||
Kraft Heinz
|
$
|
6,383
|
|
|
$
|
(82
|
)
|
|
$
|
47
|
|
|
$
|
6,418
|
|
|
$
|
6,279
|
|
|
$
|
18
|
|
|
$
|
12
|
|
|
$
|
6,249
|
|
|
As Restated
|
||||||||||||||||||||||||||||||
|
For the Three Months Ended June 30, 2018
|
|
For the Three Months Ended July 1, 2017
|
||||||||||||||||||||||||||||
|
Net Sales
|
|
Currency
|
|
Acquisitions and Divestitures
|
|
Organic Net Sales
|
|
Net Sales
|
|
Currency
|
|
Acquisitions and Divestitures
|
|
Organic Net Sales
|
||||||||||||||||
|
(in millions)
|
|
(in millions)
|
||||||||||||||||||||||||||||
United States
|
$
|
4,513
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,513
|
|
|
$
|
4,601
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,601
|
|
Canada
|
564
|
|
|
21
|
|
|
—
|
|
|
543
|
|
|
592
|
|
|
—
|
|
|
—
|
|
|
592
|
|
||||||||
EMEA
|
707
|
|
|
35
|
|
|
11
|
|
|
661
|
|
|
644
|
|
|
—
|
|
|
15
|
|
|
629
|
|
||||||||
Rest of World
|
906
|
|
|
(4
|
)
|
|
63
|
|
|
847
|
|
|
797
|
|
|
33
|
|
|
—
|
|
|
764
|
|
||||||||
Kraft Heinz
|
$
|
6,690
|
|
|
$
|
52
|
|
|
$
|
74
|
|
|
$
|
6,564
|
|
|
$
|
6,634
|
|
|
$
|
33
|
|
|
$
|
15
|
|
|
$
|
6,586
|
|
|
As Restated
|
||||||||||||||||||||||||||||||
|
For the Three Months Ended March 31, 2018
|
|
For the Three Months Ended April 1, 2017
|
||||||||||||||||||||||||||||
|
Net Sales
|
|
Currency
|
|
Acquisitions and Divestitures
|
|
Organic Net Sales
|
|
Net Sales
|
|
Currency
|
|
Acquisitions and Divestitures
|
|
Organic Net Sales
|
||||||||||||||||
|
(in millions)
|
|
(in millions)
|
||||||||||||||||||||||||||||
United States
|
$
|
4,368
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,368
|
|
|
$
|
4,518
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,518
|
|
Canada
|
484
|
|
|
22
|
|
|
—
|
|
|
462
|
|
|
440
|
|
|
—
|
|
|
—
|
|
|
440
|
|
||||||||
EMEA
|
685
|
|
|
74
|
|
|
8
|
|
|
603
|
|
|
595
|
|
|
—
|
|
|
16
|
|
|
579
|
|
||||||||
Rest of World
|
767
|
|
|
17
|
|
|
|
|
750
|
|
|
769
|
|
|
40
|
|
|
|
|
729
|
|
||||||||||
Kraft Heinz
|
$
|
6,304
|
|
|
$
|
113
|
|
|
$
|
8
|
|
|
$
|
6,183
|
|
|
$
|
6,322
|
|
|
$
|
40
|
|
|
$
|
16
|
|
|
$
|
6,266
|
|
|
|
|
As Restated
|
||||||||||||
|
For the Three Months Ended
|
||||||||||||||
|
December 29, 2018
|
|
September 29, 2018
|
|
June 30,
2018 |
|
March 31,
2018 |
||||||||
|
(in millions)
|
||||||||||||||
Net income/(loss)
|
$
|
(12,628
|
)
|
|
$
|
618
|
|
|
$
|
753
|
|
|
$
|
1,003
|
|
Interest expense
|
325
|
|
|
326
|
|
|
316
|
|
|
317
|
|
||||
Other expense/(income), net
|
13
|
|
|
(71
|
)
|
|
(35
|
)
|
|
(90
|
)
|
||||
Provision for/(benefit from) income taxes
|
(1,846
|
)
|
|
201
|
|
|
308
|
|
|
270
|
|
||||
Operating income/(loss)
|
(14,136
|
)
|
|
1,074
|
|
|
1,342
|
|
|
1,500
|
|
||||
Depreciation and amortization (excluding integration and restructuring expenses)
|
240
|
|
|
245
|
|
|
235
|
|
|
199
|
|
||||
Integration and restructuring expenses
|
82
|
|
|
32
|
|
|
93
|
|
|
90
|
|
||||
Deal costs
|
4
|
|
|
3
|
|
|
7
|
|
|
9
|
|
||||
Unrealized losses/(gains) on commodity hedges
|
10
|
|
|
6
|
|
|
3
|
|
|
2
|
|
||||
Impairment losses
|
15,485
|
|
|
217
|
|
|
234
|
|
|
—
|
|
||||
Losses/(gains) on sale of business
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
||||
Equity award compensation expense (excluding integration and restructuring expenses)
|
(11
|
)
|
|
17
|
|
|
20
|
|
|
7
|
|
||||
Adjusted EBITDA
|
$
|
1,674
|
|
|
$
|
1,594
|
|
|
$
|
1,949
|
|
|
$
|
1,807
|
|
|
As Restated & Recast
|
||||||||||||||
|
For the Three Months Ended
|
||||||||||||||
|
December 30, 2017
|
|
September 30,
2017 |
|
July 1,
2017 |
|
April 1,
2017 |
||||||||
|
(in millions)
|
||||||||||||||
Net income/(loss)
|
$
|
7,982
|
|
|
$
|
912
|
|
|
$
|
1,157
|
|
|
$
|
881
|
|
Interest expense
|
308
|
|
|
306
|
|
|
307
|
|
|
313
|
|
||||
Other expense/(income), net
|
(116
|
)
|
|
(127
|
)
|
|
(254
|
)
|
|
(130
|
)
|
||||
Provision for/(benefit from) income taxes
|
(6,665
|
)
|
|
400
|
|
|
429
|
|
|
354
|
|
||||
Operating income/(loss)
|
1,509
|
|
|
1,491
|
|
|
1,639
|
|
|
1,418
|
|
||||
Depreciation and amortization (excluding integration and restructuring expenses)
|
224
|
|
|
243
|
|
|
219
|
|
|
221
|
|
||||
Integration and restructuring expenses
|
208
|
|
|
108
|
|
|
132
|
|
|
135
|
|
||||
Unrealized losses/(gains) on commodity hedges
|
(5
|
)
|
|
(5
|
)
|
|
(13
|
)
|
|
42
|
|
||||
Impairment losses
|
—
|
|
|
1
|
|
|
48
|
|
|
—
|
|
||||
Equity award compensation expense (excluding integration and restructuring expenses)
|
11
|
|
|
12
|
|
|
14
|
|
|
12
|
|
||||
Adjusted EBITDA
|
$
|
1,947
|
|
|
$
|
1,850
|
|
|
$
|
2,039
|
|
|
$
|
1,828
|
|
|
|
|
As Restated
|
||||||||||||
|
For the Three Months Ended
|
||||||||||||||
|
December 29, 2018
|
|
September 29,
2018 |
|
June 30,
2018 |
|
March 31, 2018
|
||||||||
|
(in millions)
|
||||||||||||||
Diluted EPS
|
$
|
(10.30
|
)
|
|
$
|
0.50
|
|
|
$
|
0.62
|
|
|
$
|
0.82
|
|
Integration and restructuring expenses
(a)
|
0.13
|
|
|
0.03
|
|
|
0.11
|
|
|
0.05
|
|
||||
Deal costs
(b)
|
—
|
|
|
—
|
|
|
0.01
|
|
|
0.01
|
|
||||
Unrealized losses/(gains) on commodity hedges
(c)
|
0.01
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Impairment losses
(d)
|
10.97
|
|
|
0.13
|
|
|
0.17
|
|
|
—
|
|
||||
Losses/(gains) on sale of business
(e)
|
—
|
|
|
—
|
|
|
0.01
|
|
|
—
|
|
||||
Other losses/(gains) related to acquisitions and divestitures
(f)
|
0.02
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Nonmonetary currency devaluation
(g)
|
0.01
|
|
|
0.05
|
|
|
0.02
|
|
|
0.04
|
|
||||
U.S. Tax Reform discrete income tax expense/(benefit)
(h)
|
—
|
|
|
0.05
|
|
|
0.05
|
|
|
(0.02
|
)
|
||||
Adjusted EPS
|
$
|
0.84
|
|
|
$
|
0.76
|
|
|
$
|
0.99
|
|
|
$
|
0.90
|
|
(a)
|
Gross expenses included in integration and restructuring expenses were
$182 million
(
$159 million
after-tax),
$31 million
(
$31 million
after-tax),
$157 million
(
$135 million
after-tax), and
$90 million
(
$72 million
after-tax) for the three months ended December 29, 2018, September 29, 2018, June 30, 2018, and March 31, 2018, respectively, and were recorded in the following income statement line items:
|
•
|
Cost of products sold included
$19 million
,
$18 million
,
$79 million
, and
$78 million
for the three months ended December 29, 2018, September 29, 2018, June 30, 2018, and March 31, 2018, respectively;
|
•
|
SG&A included
$63 million
,
$14 million
,
$14 million
, and
$12 million
for the three months ended December 29, 2018, September 29, 2018, June 30, 2018, and March 31, 2018, respectively; and
|
•
|
Other expense/(income), net, included expenses of
$100 million
, income of
$1 million
, and expenses of
$64 million
for the three months ended December 29, 2018, September 29, 2018 and June 30, 2018, respectively.
|
(b)
|
Gross expenses included in deal costs were
$4 million
(
$4 million
after-tax),
$3 million
(
$2 million
after-tax),
$7 million
(
$6 million
after-tax), and
$9 million
(
$7 million
after-tax) for the three months ended December 29, 2018, September 29, 2018, June 30, 2018, and March 31, 2018, respectively, and were recorded in the following income statement line items:
|
•
|
Cost of products sold included
$4 million
for the three months ended June 30, 2018; and
|
•
|
SG&A included
$4 million
,
$3 million
,
$3 million
, and
$9 million
for the three months ended December 29, 2018, September 29, 2018, June 30, 2018, and March 31, 2018, respectively.
|
(c)
|
Gross expenses included in unrealized losses/(gains) on commodity hedges were
$10 million
(
$6 million
after-tax),
$6 million
($5 million after-tax),
$3 million
(
$3 million
after-tax), and
$2 million
(
$1 million
after-tax) for the three months ended December 29, 2018, September 29, 2018, June 30, 2018, and March 31, 2018, respectively, and were recorded in cost of products sold.
|
(d)
|
Gross expenses included in impairment losses were
$15.5 billion
(
$13.4 billion
after-tax),
$217 million
(
$153 million
after-tax), and
$234 million
(
$213 million
after-tax) for the three months ended December 29, 2018, September 29, 2018, and June 30, 2018, respectively, and were recorded in SG&A.
|
(e)
|
Gross expenses included in losses/(gains) on sale of business were
$15 million
(
$15 million
after-tax) for the three months ended June 30, 2018 and were recorded in SG&A.
|
(f)
|
Gross expenses included in other losses/(gains) related to acquisitions and divestitures were
$27 million
for the three months ended December, 29 2018 (
$15 million
after-tax) and were recorded in the following income statement line items:
|
•
|
Interest expense included
$3 million
for the three months ended December, 29 2018;
|
•
|
Other expense/(income), net, included
$17 million
for the three months ended December, 29 2018; and
|
•
|
Provision for/(benefit from) income taxes included
$7 million
for the three months ended December, 29 2018.
|
(g)
|
Gross expenses included in nonmonetary currency devaluation were
$15 million
(
$15 million
after-tax),
$64 million
(
$64 million
after-tax),
$20 million
(
$20 million
after-tax), and
$47 million
(
$47 million
after-tax) for the three months ended December 29, 2018, September 29, 2018, June 30, 2018, and March 31, 2018, respectively, and were recorded in other expense/(income), net.
|
(h)
|
U.S. Tax Reform discrete income tax expense/(benefit) included a benefit of
$2 million
, expenses of
$62 million
, expenses of
$64 million
, and a benefit of
$20 million
for the three months ended December 29, 2018, September 29, 2018, June 30, 2018, and March 31, 2018, respectively.
|
|
As Restated
|
||||||||||||||
|
For the Three Months Ended
|
||||||||||||||
|
December 30,
2017 |
|
September 30,
2017 |
|
July 1,
2017 |
|
April 1,
2017
|
||||||||
|
(in millions)
|
||||||||||||||
Diluted EPS
|
$
|
6.50
|
|
|
$
|
0.74
|
|
|
$
|
0.94
|
|
|
$
|
0.72
|
|
Integration and restructuring expenses
(a)
|
0.11
|
|
|
0.07
|
|
|
(0.01
|
)
|
|
0.08
|
|
||||
Unrealized losses/(gains) on commodity hedges
(b)
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|
0.02
|
|
||||
Impairment losses
(c)
|
—
|
|
|
—
|
|
|
0.03
|
|
|
—
|
|
||||
Nonmonetary currency devaluation
(d)
|
—
|
|
|
—
|
|
|
0.02
|
|
|
0.01
|
|
||||
U.S. Tax Reform discrete income tax expense/(benefit)
(e)
|
(5.72
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Adjusted EPS
|
$
|
0.89
|
|
|
$
|
0.81
|
|
|
$
|
0.97
|
|
|
$
|
0.83
|
|
(a)
|
Gross expenses/(income) included in integration and restructuring expenses were expenses of
$210 million
(
$140 million
after-tax),
$104 million
(
$79 million
after-tax), income of
$28 million
(
$17 million
after-tax), and expenses of
$148 million
(
$101 million
after-tax) for the three months ended December 30, 2017, September 30, 2017, July 1, 2017, and April 1, 2017, respectively, and were recorded in the following income statement line items:
|
•
|
Cost of products sold included expenses of
$190 million
,
$94 million
,
$83 million
, and
$96 million
for the three months ended December 30, 2017, September 30, 2017, July 1, 2017, and April 1, 2017, respectively;
|
•
|
SG&A included expenses of
$18 million
,
$14 million
,
$49 million
, and
$39 million
for the three months ended December 30, 2017, September 30, 2017, July 1, 2017, and April 1, 2017, respectively; and
|
•
|
Other expense/(income), net, included expenses of
$2 million
, income of
$4 million
, income of
$160 million
, and expenses of
$13 million
for the three months ended December 30, 2017, September 30, 2017, July 1, 2017, and April 1, 2017, respectively.
|
(b)
|
Gross expenses/(income) included in unrealized losses/(gains) on commodity hedges were income of
$5 million
(
$4 million
after-tax), income of
$5 million
(
$3 million
after-tax), income of
$13 million
(
$7 million
after-tax), and expenses of
$42 million
(
$27 million
after-tax) for the three months ended December 30, 2017, September 30, 2017, July 1, 2017, and April 1, 2017, respectively, and were recorded in cost of products sold.
|
(c)
|
Gross expenses included in impairment losses were
$1 million
(
$1 million
after-tax) and
$48 million
(
$34 million
after-tax) for the three months ended September 30, 2017 and July 1, 2017, respectively, and were recorded in SG&A.
|
(d)
|
Gross expenses included in nonmonetary currency devaluation were
$3 million
(
$3 million
after-tax),
$25 million
(
$25 million
after-tax), and
$8 million
(
$8 million
after-tax) for the three months ended September 30, 2017, July 1, 2017, and April 1, 2017, respectively, and were recorded in other expense/(income), net.
|
(e)
|
U.S. Tax Reform discrete income tax expense/(benefit) included a benefit of
$7.0 billion
for the three months ended December 30, 2017.
|
|
December 29,
2018 |
|
December 30,
2017 |
||||
Commodity contracts
|
$
|
38
|
|
|
$
|
23
|
|
Foreign currency contracts
|
100
|
|
|
173
|
|
||
Cross-currency swap contracts
|
402
|
|
|
287
|
|
|
|
|
As Restated & Recast
|
||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
Net sales
|
$
|
26,268
|
|
|
$
|
26,076
|
|
|
$
|
26,300
|
|
Cost of products sold
|
17,347
|
|
|
17,043
|
|
|
17,154
|
|
|||
Gross profit
|
8,921
|
|
|
9,033
|
|
|
9,146
|
|
|||
Selling, general and administrative expenses, excluding impairment losses
|
3,205
|
|
|
2,927
|
|
|
3,527
|
|
|||
Goodwill impairment losses
|
7,008
|
|
|
—
|
|
|
—
|
|
|||
Intangible asset impairment losses
|
8,928
|
|
|
49
|
|
|
18
|
|
|||
Selling, general and administrative expenses
|
19,141
|
|
|
2,976
|
|
|
3,545
|
|
|||
Operating income/(loss)
|
(10,220
|
)
|
|
6,057
|
|
|
5,601
|
|
|||
Interest expense
|
1,284
|
|
|
1,234
|
|
|
1,134
|
|
|||
Other expense/(income), net
|
(183
|
)
|
|
(627
|
)
|
|
(472
|
)
|
|||
Income/(loss) before income taxes
|
(11,321
|
)
|
|
5,450
|
|
|
4,939
|
|
|||
Provision for/(benefit from) income taxes
|
(1,067
|
)
|
|
(5,482
|
)
|
|
1,333
|
|
|||
Net income/(loss)
|
(10,254
|
)
|
|
10,932
|
|
|
3,606
|
|
|||
Net income/(loss) attributable to noncontrolling interest
|
(62
|
)
|
|
(9
|
)
|
|
10
|
|
|||
Net income/(loss) attributable to Kraft Heinz
|
(10,192
|
)
|
|
10,941
|
|
|
3,596
|
|
|||
Preferred dividends
|
—
|
|
|
—
|
|
|
180
|
|
|||
Net income/(loss) attributable to common shareholders
|
$
|
(10,192
|
)
|
|
$
|
10,941
|
|
|
$
|
3,416
|
|
Per share data applicable to common shareholders:
|
|
|
|
|
|
||||||
Basic earnings/(loss)
|
$
|
(8.36
|
)
|
|
$
|
8.98
|
|
|
$
|
2.81
|
|
Diluted earnings/(loss)
|
(8.36
|
)
|
|
8.91
|
|
|
2.78
|
|
|
|
|
As Restated
|
||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
Net income/(loss)
|
$
|
(10,254
|
)
|
|
$
|
10,932
|
|
|
$
|
3,606
|
|
Other comprehensive income/(loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(1,187
|
)
|
|
1,185
|
|
|
(979
|
)
|
|||
Net deferred gains/(losses) on net investment hedges
|
284
|
|
|
(353
|
)
|
|
226
|
|
|||
Amounts excluded from the effectiveness assessment of net investment hedges
|
7
|
|
|
—
|
|
|
—
|
|
|||
Net deferred losses/(gains) on net investment hedges reclassified to net income/(loss)
|
(7
|
)
|
|
—
|
|
|
—
|
|
|||
Net deferred gains/(losses) on cash flow hedges
|
99
|
|
|
(113
|
)
|
|
46
|
|
|||
Amounts excluded from the effectiveness assessment of cash flow hedges
|
2
|
|
|
—
|
|
|
—
|
|
|||
Net deferred losses/(gains) on cash flow hedges reclassified to net income/(loss)
|
(44
|
)
|
|
85
|
|
|
(87
|
)
|
|||
Net actuarial gains/(losses) arising during the period
|
58
|
|
|
69
|
|
|
(40
|
)
|
|||
Prior service credits/(costs) arising during the period
|
3
|
|
|
17
|
|
|
31
|
|
|||
Net postemployment benefit losses/(gains) reclassified to net income/(loss)
|
(118
|
)
|
|
(309
|
)
|
|
(204
|
)
|
|||
Total other comprehensive income/(loss)
|
(903
|
)
|
|
581
|
|
|
(1,007
|
)
|
|||
Total comprehensive income/(loss)
|
(11,157
|
)
|
|
11,513
|
|
|
2,599
|
|
|||
Comprehensive income/(loss) attributable to noncontrolling interest
|
(76
|
)
|
|
(3
|
)
|
|
16
|
|
|||
Comprehensive income/(loss) attributable to Kraft Heinz
|
$
|
(11,081
|
)
|
|
$
|
11,516
|
|
|
$
|
2,583
|
|
|
|
|
As Restated
|
||||
|
December 29, 2018
|
|
December 30, 2017
|
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,130
|
|
|
$
|
1,629
|
|
Trade receivables (net of allowances of $24 at December 29, 2018 and $23 at December 30, 2017)
|
2,129
|
|
|
921
|
|
||
Sold receivables
|
—
|
|
|
353
|
|
||
Income taxes receivable
|
152
|
|
|
538
|
|
||
Inventories
|
2,667
|
|
|
2,760
|
|
||
Prepaid expenses
|
400
|
|
|
345
|
|
||
Other current assets
|
1,221
|
|
|
655
|
|
||
Assets held for sale
|
1,376
|
|
|
—
|
|
||
Total current assets
|
9,075
|
|
|
7,201
|
|
||
Property, plant and equipment, net
|
7,078
|
|
|
7,061
|
|
||
Goodwill
|
36,503
|
|
|
44,825
|
|
||
Intangible assets, net
|
49,468
|
|
|
59,432
|
|
||
Other non-current assets
|
1,337
|
|
|
1,573
|
|
||
TOTAL ASSETS
|
$
|
103,461
|
|
|
$
|
120,092
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Commercial paper and other short-term debt
|
$
|
21
|
|
|
$
|
462
|
|
Current portion of long-term debt
|
377
|
|
|
2,733
|
|
||
Trade payables
|
4,153
|
|
|
4,362
|
|
||
Accrued marketing
|
722
|
|
|
689
|
|
||
Interest payable
|
408
|
|
|
419
|
|
||
Other current liabilities
|
1,767
|
|
|
1,489
|
|
||
Liabilities held for sale
|
55
|
|
|
—
|
|
||
Total current liabilities
|
7,503
|
|
|
10,154
|
|
||
Long-term debt
|
30,770
|
|
|
28,308
|
|
||
Deferred income taxes
|
12,202
|
|
|
14,039
|
|
||
Accrued postemployment costs
|
306
|
|
|
427
|
|
||
Other non-current liabilities
|
902
|
|
|
1,088
|
|
||
TOTAL LIABILITIES
|
51,683
|
|
|
54,016
|
|
||
Commitments and Contingencies (Note 18)
|
|
|
|
||||
Redeemable noncontrolling interest
|
3
|
|
|
6
|
|
||
Equity:
|
|
|
|
||||
Common stock, $0.01 par value (5,000 shares authorized; 1,224 shares issued and 1,220
shares outstanding at December 29, 2018; 1,221 shares issued and 1,219 shares outstanding at December 30, 2017)
|
12
|
|
|
12
|
|
||
Additional paid-in capital
|
58,723
|
|
|
58,634
|
|
||
Retained earnings/(deficit)
|
(4,853
|
)
|
|
8,495
|
|
||
Accumulated other comprehensive income/(losses)
|
(1,943
|
)
|
|
(1,054
|
)
|
||
Treasury stock, at cost (4 shares at December 29, 2018 and 2 shares at December 30, 2017)
|
(282
|
)
|
|
(224
|
)
|
||
Total shareholders' equity
|
51,657
|
|
|
65,863
|
|
||
Noncontrolling interest
|
118
|
|
|
207
|
|
||
TOTAL EQUITY
|
51,775
|
|
|
66,070
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
103,461
|
|
|
$
|
120,092
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings/(Deficit)
|
|
Accumulated Other Comprehensive Income/(Losses)
|
|
Treasury Stock, at Cost
|
|
Noncontrolling Interest
|
|
Total Equity
|
||||||||||||||
Balance at January 3, 2016 (As Restated)
|
12
|
|
|
58,298
|
|
|
—
|
|
|
(616
|
)
|
|
(31
|
)
|
|
208
|
|
|
57,871
|
|
|||||||
Net income/(loss) excluding redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
3,596
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
3,606
|
|
|||||||
Other comprehensive income/(loss) excluding redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,013
|
)
|
|
—
|
|
|
6
|
|
|
(1,007
|
)
|
|||||||
Dividends declared-Series A Preferred Stock ($2,250.00 per share)
|
—
|
|
|
—
|
|
|
(180
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(180
|
)
|
|||||||
Dividends declared-common stock ($2.35 per share)
|
—
|
|
|
—
|
|
|
(2,862
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,862
|
)
|
|||||||
Dividends declared-noncontrolling interest ($90.82 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(8
|
)
|
|||||||
Exercise of stock options, issuance of other stock awards, and other
|
—
|
|
|
218
|
|
|
(2
|
)
|
|
—
|
|
|
(176
|
)
|
|
—
|
|
|
40
|
|
|||||||
Balance at December 31, 2016 (As Restated)
|
12
|
|
|
58,516
|
|
|
552
|
|
|
(1,629
|
)
|
|
(207
|
)
|
|
216
|
|
|
57,460
|
|
|||||||
Net income/(loss) excluding redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
10,941
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
10,936
|
|
|||||||
Other comprehensive income/(loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
575
|
|
|
—
|
|
|
6
|
|
|
581
|
|
|||||||
Dividends declared-common stock ($2.45 per share)
|
—
|
|
|
—
|
|
|
(2,988
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,988
|
)
|
|||||||
Dividends declared-noncontrolling interest ($52.75 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
(10
|
)
|
|||||||
Exercise of stock options, issuance of other stock awards, and other
|
—
|
|
|
118
|
|
|
(10
|
)
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
91
|
|
|||||||
Balance at December 30, 2017 (As Restated)
|
12
|
|
|
58,634
|
|
|
8,495
|
|
|
(1,054
|
)
|
|
(224
|
)
|
|
207
|
|
|
66,070
|
|
|||||||
Net income/(loss) excluding redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
(10,192
|
)
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
|
(10,242
|
)
|
|||||||
Other comprehensive income/(loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(889
|
)
|
|
—
|
|
|
(14
|
)
|
|
(903
|
)
|
|||||||
Dividends declared-common stock ($2.50 per share)
|
—
|
|
|
—
|
|
|
(3,048
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,048
|
)
|
|||||||
Dividends declared-noncontrolling interest ($174.76 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
(12
|
)
|
|||||||
Cumulative effect of accounting standards adopted in the period
|
—
|
|
|
—
|
|
|
(97
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(97
|
)
|
|||||||
Exercise of stock options, issuance of other stock awards, and other
|
—
|
|
|
89
|
|
|
(11
|
)
|
|
—
|
|
|
(58
|
)
|
|
(13
|
)
|
|
7
|
|
|||||||
Balance at December 29, 2018
|
$
|
12
|
|
|
$
|
58,723
|
|
|
$
|
(4,853
|
)
|
|
$
|
(1,943
|
)
|
|
$
|
(282
|
)
|
|
$
|
118
|
|
|
$
|
51,775
|
|
|
|
|
As Restated
|
||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income/(loss)
|
$
|
(10,254
|
)
|
|
$
|
10,932
|
|
|
$
|
3,606
|
|
Adjustments to reconcile net income/(loss) to operating cash flows:
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
983
|
|
|
1,031
|
|
|
1,337
|
|
|||
Amortization of postretirement benefit plans prior service costs/(credits)
|
(339
|
)
|
|
(328
|
)
|
|
(347
|
)
|
|||
Equity award compensation expense
|
33
|
|
|
46
|
|
|
46
|
|
|||
Deferred income tax provision/(benefit)
|
(1,967
|
)
|
|
(6,495
|
)
|
|
(72
|
)
|
|||
Postemployment benefit plan contributions
|
(76
|
)
|
|
(1,659
|
)
|
|
(494
|
)
|
|||
Goodwill and intangible asset impairment losses
|
15,936
|
|
|
49
|
|
|
18
|
|
|||
Nonmonetary currency devaluation
|
146
|
|
|
36
|
|
|
24
|
|
|||
Other items, net
|
175
|
|
|
253
|
|
|
25
|
|
|||
Changes in current assets and liabilities:
|
|
|
|
|
|
||||||
Trade receivables
|
(2,280
|
)
|
|
(2,629
|
)
|
|
(2,055
|
)
|
|||
Inventories
|
(251
|
)
|
|
(236
|
)
|
|
(130
|
)
|
|||
Accounts payable
|
(23
|
)
|
|
441
|
|
|
879
|
|
|||
Other current assets
|
(146
|
)
|
|
(64
|
)
|
|
(41
|
)
|
|||
Other current liabilities
|
637
|
|
|
(876
|
)
|
|
(148
|
)
|
|||
Net cash provided by/(used for) operating activities
|
2,574
|
|
|
501
|
|
|
2,648
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Cash receipts on sold receivables
|
1,296
|
|
|
2,286
|
|
|
2,589
|
|
|||
Capital expenditures
|
(826
|
)
|
|
(1,194
|
)
|
|
(1,247
|
)
|
|||
Payments to acquire business, net of cash acquired
|
(248
|
)
|
|
—
|
|
|
—
|
|
|||
Other investing activities, net
|
66
|
|
|
85
|
|
|
110
|
|
|||
Net cash provided by/(used for) investing activities
|
288
|
|
|
1,177
|
|
|
1,452
|
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Repayments of long-term debt
|
(2,713
|
)
|
|
(2,641
|
)
|
|
(85
|
)
|
|||
Proceeds from issuance of long-term debt
|
2,990
|
|
|
1,496
|
|
|
6,981
|
|
|||
Proceeds from issuance of commercial paper
|
2,784
|
|
|
6,043
|
|
|
6,680
|
|
|||
Repayments of commercial paper
|
(3,213
|
)
|
|
(6,249
|
)
|
|
(6,043
|
)
|
|||
Dividends paid - Series A Preferred Stock
|
—
|
|
|
—
|
|
|
(180
|
)
|
|||
Dividends paid - common stock
|
(3,183
|
)
|
|
(2,888
|
)
|
|
(3,584
|
)
|
|||
Redemption of Series A Preferred Stock
|
—
|
|
|
—
|
|
|
(8,320
|
)
|
|||
Other financing activities, net
|
(28
|
)
|
|
18
|
|
|
(69
|
)
|
|||
Net cash provided by/(used for) financing activities
|
(3,363
|
)
|
|
(4,221
|
)
|
|
(4,620
|
)
|
|||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
(132
|
)
|
|
57
|
|
|
(137
|
)
|
|||
Cash, cash equivalents, and restricted cash
|
|
|
|
|
|
||||||
Net increase/(decrease)
|
(633
|
)
|
|
(2,486
|
)
|
|
(657
|
)
|
|||
Balance at beginning of period
|
1,769
|
|
|
4,255
|
|
|
4,912
|
|
|||
Balance at end of period
|
$
|
1,136
|
|
|
$
|
1,769
|
|
|
$
|
4,255
|
|
|
|
|
As Restated
|
||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
NON-CASH INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Beneficial interest obtained in exchange for securitized trade receivables
|
$
|
938
|
|
|
$
|
2,519
|
|
|
$
|
2,213
|
|
CASH PAID DURING THE PERIOD FOR:
|
|
|
|
|
|
||||||
Interest
|
$
|
1,322
|
|
|
$
|
1,269
|
|
|
$
|
1,176
|
|
Income taxes
|
543
|
|
|
1,206
|
|
|
1,619
|
|
|
For the Year Ended December 30, 2017
|
||||||||||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
|
ASU Adoption Impacts
|
|
As Restated & Recast
|
||||||||||
Net sales
|
$
|
26,232
|
|
|
$
|
(156
|
)
|
|
(c)(g)
|
|
$
|
26,076
|
|
|
$
|
—
|
|
|
$
|
26,076
|
|
Cost of products sold
|
16,529
|
|
|
(44
|
)
|
|
(a)(b)(c)(g)
|
|
16,485
|
|
|
558
|
|
|
17,043
|
|
|||||
Gross profit
|
9,703
|
|
|
(112
|
)
|
|
|
|
9,591
|
|
|
(558
|
)
|
|
9,033
|
|
|||||
Selling, general and administrative expenses, excluding impairment losses
|
2,881
|
|
|
(32
|
)
|
|
(c)(g)
|
|
2,849
|
|
|
78
|
|
|
2,927
|
|
|||||
Goodwill impairment losses
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Intangible asset impairment losses
|
49
|
|
|
—
|
|
|
(f)
|
|
49
|
|
|
—
|
|
|
49
|
|
|||||
Selling, general and administrative expenses
|
2,930
|
|
|
(32
|
)
|
|
|
|
2,898
|
|
|
78
|
|
|
2,976
|
|
|||||
Operating income/(loss)
|
6,773
|
|
|
(80
|
)
|
|
|
|
6,693
|
|
|
(636
|
)
|
|
6,057
|
|
|||||
Interest expense
|
1,234
|
|
|
—
|
|
|
(b)(g)
|
|
1,234
|
|
|
—
|
|
|
1,234
|
|
|||||
Other expense/(income), net
|
9
|
|
|
—
|
|
|
|
|
9
|
|
|
(636
|
)
|
|
(627
|
)
|
|||||
Income/(loss) before income taxes
|
5,530
|
|
|
(80
|
)
|
|
|
|
5,450
|
|
|
—
|
|
|
5,450
|
|
|||||
Provision for/(benefit from) income taxes
|
(5,460
|
)
|
|
(22
|
)
|
|
(a)(b)(e)(f)(g)
|
|
(5,482
|
)
|
|
—
|
|
|
(5,482
|
)
|
|||||
Net income/(loss)
|
10,990
|
|
|
(58
|
)
|
|
|
|
10,932
|
|
|
—
|
|
|
10,932
|
|
|||||
Net income/(loss) attributable to noncontrolling interest
|
(9
|
)
|
|
—
|
|
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|||||
Net income/(loss) attributable to Kraft Heinz
|
10,999
|
|
|
(58
|
)
|
|
|
|
10,941
|
|
|
—
|
|
|
10,941
|
|
|||||
Preferred dividends
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income/(loss) attributable to common shareholders
|
$
|
10,999
|
|
|
$
|
(58
|
)
|
|
|
|
$
|
10,941
|
|
|
$
|
—
|
|
|
$
|
10,941
|
|
Per share data applicable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings/(loss)
|
$
|
9.03
|
|
|
$
|
(0.05
|
)
|
|
|
|
$
|
8.98
|
|
|
$
|
—
|
|
|
$
|
8.98
|
|
Diluted earnings/(loss)
|
8.95
|
|
|
(0.04
|
)
|
|
|
|
8.91
|
|
|
—
|
|
|
8.91
|
|
|
For the Year Ended December 31, 2016
|
||||||||||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
|
ASU Adoption Impacts
|
|
As Restated & Recast
|
||||||||||
Net sales
|
$
|
26,487
|
|
|
$
|
(187
|
)
|
|
(c)(g)
|
|
$
|
26,300
|
|
|
$
|
—
|
|
|
$
|
26,300
|
|
Cost of products sold
|
16,901
|
|
|
(116
|
)
|
|
(a)(c)(g)
|
|
16,785
|
|
|
369
|
|
|
17,154
|
|
|||||
Gross profit
|
9,586
|
|
|
(71
|
)
|
|
|
|
9,515
|
|
|
(369
|
)
|
|
9,146
|
|
|||||
Selling, general and administrative expenses, excluding impairment losses
|
3,444
|
|
|
(5
|
)
|
|
(c)(g)
|
|
3,439
|
|
|
88
|
|
|
3,527
|
|
|||||
Goodwill impairment losses
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Intangible asset impairment losses
|
—
|
|
|
18
|
|
|
(f)
|
|
18
|
|
|
—
|
|
|
18
|
|
|||||
Selling, general and administrative expenses
|
3,444
|
|
|
13
|
|
|
|
|
3,457
|
|
|
88
|
|
|
3,545
|
|
|||||
Operating income/(loss)
|
6,142
|
|
|
(84
|
)
|
|
|
|
6,058
|
|
|
(457
|
)
|
|
5,601
|
|
|||||
Interest expense
|
1,134
|
|
|
—
|
|
|
(g)
|
|
1,134
|
|
|
—
|
|
|
1,134
|
|
|||||
Other expense/(income), net
|
(15
|
)
|
|
—
|
|
|
(g)
|
|
(15
|
)
|
|
(457
|
)
|
|
(472
|
)
|
|||||
Income/(loss) before income taxes
|
5,023
|
|
|
(84
|
)
|
|
|
|
4,939
|
|
|
—
|
|
|
4,939
|
|
|||||
Provision for/(benefit from) income taxes
|
1,381
|
|
|
(48
|
)
|
|
(a)(e)(f)(g)
|
|
1,333
|
|
|
—
|
|
|
1,333
|
|
|||||
Net income/(loss)
|
3,642
|
|
|
(36
|
)
|
|
|
|
3,606
|
|
|
—
|
|
|
3,606
|
|
|||||
Net income/(loss) attributable to noncontrolling interest
|
10
|
|
|
—
|
|
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|||||
Net income/(loss) attributable to Kraft Heinz
|
3,632
|
|
|
(36
|
)
|
|
|
|
3,596
|
|
|
—
|
|
|
3,596
|
|
|||||
Preferred dividends
|
180
|
|
|
—
|
|
|
|
|
180
|
|
|
—
|
|
|
180
|
|
|||||
Net income/(loss) attributable to common shareholders
|
$
|
3,452
|
|
|
$
|
(36
|
)
|
|
|
|
$
|
3,416
|
|
|
$
|
—
|
|
|
$
|
3,416
|
|
Per share data applicable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings/(loss)
|
$
|
2.84
|
|
|
$
|
(0.03
|
)
|
|
|
|
$
|
2.81
|
|
|
$
|
—
|
|
|
$
|
2.81
|
|
Diluted earnings/(loss)
|
2.81
|
|
|
(0.03
|
)
|
|
|
|
2.78
|
|
|
—
|
|
|
2.78
|
|
|
For the Year Ended December 30, 2017
|
||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
||||||
Net income/(loss)
|
$
|
10,990
|
|
|
$
|
(58
|
)
|
|
(a)(b)(e)(f)(g)
|
|
$
|
10,932
|
|
Other comprehensive income/(loss), net of tax:
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
1,184
|
|
|
1
|
|
|
(b)(e)
|
|
1,185
|
|
|||
Net deferred gains/(losses) on net investment hedges
|
(353
|
)
|
|
—
|
|
|
|
|
(353
|
)
|
|||
Amounts excluded from the effectiveness assessment of net investment hedges
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net deferred losses/(gains) on net investment hedges reclassified to net income/(loss)
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net deferred gains/(losses) on cash flow hedges
|
(113
|
)
|
|
—
|
|
|
|
|
(113
|
)
|
|||
Amounts excluded from the effectiveness assessment of cash flow hedges
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net deferred losses/(gains) on cash flow hedges reclassified to net income/(loss)
|
85
|
|
|
—
|
|
|
|
|
85
|
|
|||
Net actuarial gains/(losses) arising during the period
|
69
|
|
|
—
|
|
|
|
|
69
|
|
|||
Prior service credits/(costs) arising during the period
|
17
|
|
|
—
|
|
|
|
|
17
|
|
|||
Net postemployment benefit losses/(gains) reclassified to net income/(loss)
|
(309
|
)
|
|
—
|
|
|
|
|
(309
|
)
|
|||
Total other comprehensive income/(loss)
|
580
|
|
|
1
|
|
|
|
|
581
|
|
|||
Total comprehensive income/(loss)
|
11,570
|
|
|
(57
|
)
|
|
|
|
11,513
|
|
|||
Comprehensive income/(loss) attributable to noncontrolling interest
|
(3
|
)
|
|
—
|
|
|
|
|
(3
|
)
|
|||
Comprehensive income/(loss) attributable to Kraft Heinz
|
$
|
11,573
|
|
|
$
|
(57
|
)
|
|
|
|
$
|
11,516
|
|
|
For the Year Ended December 31, 2016
|
||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
||||||
Net income/(loss)
|
$
|
3,642
|
|
|
$
|
(36
|
)
|
|
(a)(e)(f)(g)
|
|
$
|
3,606
|
|
Other comprehensive income/(loss), net of tax:
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(986
|
)
|
|
7
|
|
|
(d)(g)(e)
|
|
(979
|
)
|
|||
Net deferred gains/(losses) on net investment hedges
|
226
|
|
|
—
|
|
|
|
|
226
|
|
|||
Amounts excluded from the effectiveness assessment of net investment hedges
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net deferred losses/(gains) on net investment hedges reclassified to net income/(loss)
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net deferred gains/(losses) on cash flow hedges
|
46
|
|
|
—
|
|
|
|
|
46
|
|
|||
Amounts excluded from the effectiveness assessment of cash flow hedges
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net deferred losses/(gains) on cash flow hedges reclassified to net income/(loss)
|
(87
|
)
|
|
—
|
|
|
|
|
(87
|
)
|
|||
Net actuarial gains/(losses) arising during the period
|
(40
|
)
|
|
—
|
|
|
|
|
(40
|
)
|
|||
Prior service credits/(costs) arising during the period
|
97
|
|
|
(66
|
)
|
|
(g)
|
|
31
|
|
|||
Net postemployment benefit losses/(gains) reclassified to net income/(loss)
|
(207
|
)
|
|
3
|
|
|
(g)
|
|
(204
|
)
|
|||
Total other comprehensive income/(loss)
|
(951
|
)
|
|
(56
|
)
|
|
|
|
(1,007
|
)
|
|||
Total comprehensive income/(loss)
|
2,691
|
|
|
(92
|
)
|
|
|
|
2,599
|
|
|||
Comprehensive income/(loss) attributable to noncontrolling interest
|
16
|
|
|
—
|
|
|
|
|
16
|
|
|||
Comprehensive income/(loss) attributable to Kraft Heinz
|
$
|
2,675
|
|
|
$
|
(92
|
)
|
|
|
|
$
|
2,583
|
|
|
December 30, 2017
|
||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
||||||
ASSETS
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
1,629
|
|
|
$
|
—
|
|
|
|
|
$
|
1,629
|
|
Trade receivables (net of allowances of $23 at December 30, 2017)
|
921
|
|
|
—
|
|
|
|
|
921
|
|
|||
Sold receivables
|
353
|
|
|
—
|
|
|
|
|
353
|
|
|||
Income taxes receivable
|
582
|
|
|
(44
|
)
|
|
(a)(b)(d)(e)(g)
|
|
538
|
|
|||
Inventories
|
2,815
|
|
|
(55
|
)
|
|
(d)(g)
|
|
2,760
|
|
|||
Prepaid expenses
|
345
|
|
|
—
|
|
|
|
|
345
|
|
|||
Other current assets
|
621
|
|
|
34
|
|
|
(a)(d)
|
|
655
|
|
|||
Total current assets
|
7,266
|
|
|
(65
|
)
|
|
|
|
7,201
|
|
|||
Property, plant and equipment, net
|
7,120
|
|
|
(59
|
)
|
|
(b)(d)(g)
|
|
7,061
|
|
|||
Goodwill
|
44,824
|
|
|
1
|
|
|
(g)
|
|
44,825
|
|
|||
Intangible assets, net
|
59,449
|
|
|
(17
|
)
|
|
(f)
|
|
59,432
|
|
|||
Other non-current assets
|
1,573
|
|
|
—
|
|
|
|
|
1,573
|
|
|||
TOTAL ASSETS
|
$
|
120,232
|
|
|
$
|
(140
|
)
|
|
|
|
$
|
120,092
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
||||||
Commercial paper and other short-term debt
|
$
|
460
|
|
|
$
|
2
|
|
|
(g)
|
|
$
|
462
|
|
Current portion of long-term debt
|
2,743
|
|
|
(10
|
)
|
|
(b)(g)
|
|
2,733
|
|
|||
Trade payables
|
4,449
|
|
|
(87
|
)
|
|
(d)(g)
|
|
4,362
|
|
|||
Accrued marketing
|
680
|
|
|
9
|
|
|
(g)
|
|
689
|
|
|||
Interest payable
|
419
|
|
|
—
|
|
|
|
|
419
|
|
|||
Other current liabilities
|
1,381
|
|
|
108
|
|
|
(a)(d)(g)
|
|
1,489
|
|
|||
Total current liabilities
|
10,132
|
|
|
22
|
|
|
|
|
10,154
|
|
|||
Long-term debt
|
28,333
|
|
|
(25
|
)
|
|
(b)
|
|
28,308
|
|
|||
Deferred income taxes
|
14,076
|
|
|
(37
|
)
|
|
(a)(d)(e)(f)(g)
|
|
14,039
|
|
|||
Accrued postemployment costs
|
427
|
|
|
—
|
|
|
|
|
427
|
|
|||
Other non-current liabilities
|
1,017
|
|
|
71
|
|
|
(a)
|
|
1,088
|
|
|||
TOTAL LIABILITIES
|
53,985
|
|
|
31
|
|
|
|
|
54,016
|
|
|||
Commitments and Contingencies
|
|
|
|
|
|
|
|
||||||
Redeemable noncontrolling interest
|
6
|
|
|
—
|
|
|
|
|
6
|
|
|||
Equity:
|
|
|
|
|
|
|
|
||||||
Common stock, $0.01 par value (5,000 shares authorized; 1,221 shares issued and 1,219 shares outstanding at December 30, 2017)
|
12
|
|
|
—
|
|
|
|
|
12
|
|
|||
Additional paid-in capital
|
58,711
|
|
|
(77
|
)
|
|
(d)
|
|
58,634
|
|
|||
Retained earnings/(deficit)
|
8,589
|
|
|
(94
|
)
|
|
(a)(b)(d)(e)(f)(g)
|
|
8,495
|
|
|||
Accumulated other comprehensive income/(losses)
|
(1,054
|
)
|
|
—
|
|
|
|
|
(1,054
|
)
|
|||
Treasury stock, at cost (2 shares at December 30, 2017)
|
(224
|
)
|
|
—
|
|
|
|
|
(224
|
)
|
|||
Total shareholders' equity
|
66,034
|
|
|
(171
|
)
|
|
|
|
65,863
|
|
|||
Noncontrolling interest
|
207
|
|
|
—
|
|
|
|
|
207
|
|
|||
TOTAL EQUITY
|
66,241
|
|
|
(171
|
)
|
|
|
|
66,070
|
|
|||
TOTAL LIABILITIES AND EQUITY
|
$
|
120,232
|
|
|
$
|
(140
|
)
|
|
|
|
$
|
120,092
|
|
|
Restatement Reference
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings/(Deficit)
|
|
Accumulated Other Comprehensive Income/(Losses)
|
|
Treasury Stock, at Cost
|
|
Noncontrolling Interest
|
|
Total Equity
|
||||||||||||||
As Previously Reported
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2016
|
|
|
$
|
12
|
|
|
$
|
58,593
|
|
|
$
|
588
|
|
|
$
|
(1,628
|
)
|
|
$
|
(207
|
)
|
|
$
|
216
|
|
|
$
|
57,574
|
|
Net income/(loss) excluding redeemable noncontrolling interest
|
|
|
—
|
|
|
—
|
|
|
10,999
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
10,994
|
|
|||||||
Other comprehensive income/(loss)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
574
|
|
|
—
|
|
|
6
|
|
|
580
|
|
|||||||
Dividends declared-common stock ($2.45 per share)
|
|
|
—
|
|
|
—
|
|
|
(2,988
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,988
|
)
|
|||||||
Dividends declared-noncontrolling interest ($52.75 per share)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
(10
|
)
|
|||||||
Exercise of stock options, issuance of other stock awards, and other
|
|
|
—
|
|
|
118
|
|
|
(10
|
)
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
91
|
|
|||||||
Balance at December 30, 2017
|
|
|
$
|
12
|
|
|
$
|
58,711
|
|
|
$
|
8,589
|
|
|
$
|
(1,054
|
)
|
|
$
|
(224
|
)
|
|
$
|
207
|
|
|
$
|
66,241
|
|
Restatement Impacts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2016
|
|
|
$
|
—
|
|
|
$
|
(77
|
)
|
|
$
|
(36
|
)
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(114
|
)
|
Net income/(loss) excluding redeemable noncontrolling interest
|
(a)(b)(e)(f)(g)
|
|
—
|
|
|
—
|
|
|
(58
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58
|
)
|
|||||||
Other comprehensive income/(loss)
|
(b)(e)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
Dividends declared-common stock ($2.45 per share)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Dividends declared-noncontrolling interest ($52.75 per share)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Exercise of stock options, issuance of other stock awards, and other
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance at December 30, 2017
|
|
|
$
|
—
|
|
|
$
|
(77
|
)
|
|
$
|
(94
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(171
|
)
|
As Restated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2016
|
|
|
$
|
12
|
|
|
$
|
58,516
|
|
|
$
|
552
|
|
|
$
|
(1,629
|
)
|
|
$
|
(207
|
)
|
|
$
|
216
|
|
|
$
|
57,460
|
|
Net income/(loss) excluding redeemable noncontrolling interest
|
|
|
—
|
|
|
—
|
|
|
10,941
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
10,936
|
|
|||||||
Other comprehensive income/(loss)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
575
|
|
|
—
|
|
|
6
|
|
|
581
|
|
|||||||
Dividends declared-common stock ($2.45 per share)
|
|
|
—
|
|
|
—
|
|
|
(2,988
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,988
|
)
|
|||||||
Dividends declared-noncontrolling interest ($52.75 per share)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
(10
|
)
|
|||||||
Exercise of stock options, issuance of other stock awards, and other
|
|
|
—
|
|
|
118
|
|
|
(10
|
)
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
91
|
|
|||||||
Balance at December 30, 2017
|
|
|
$
|
12
|
|
|
$
|
58,634
|
|
|
$
|
8,495
|
|
|
$
|
(1,054
|
)
|
|
$
|
(224
|
)
|
|
$
|
207
|
|
|
$
|
66,070
|
|
|
Restatement Reference
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings/(Deficit)
|
|
Accumulated Other Comprehensive Income/(Losses)
|
|
Treasury Stock, at Cost
|
|
Noncontrolling Interest
|
|
Total Equity
|
||||||||||||||
As Previously Reported
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at January 3, 2016
|
|
|
$
|
12
|
|
|
$
|
58,375
|
|
|
$
|
—
|
|
|
$
|
(671
|
)
|
|
$
|
(31
|
)
|
|
$
|
208
|
|
|
$
|
57,893
|
|
Net income/(loss) excluding redeemable noncontrolling interest
|
|
|
—
|
|
|
—
|
|
|
3,632
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
3,642
|
|
|||||||
Other comprehensive income/(loss) excluding redeemable noncontrolling interest
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(957
|
)
|
|
—
|
|
|
6
|
|
|
(951
|
)
|
|||||||
Dividends declared-Series A Preferred Stock ($2,250.00 per share)
|
|
|
—
|
|
|
—
|
|
|
(180
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(180
|
)
|
|||||||
Dividends declared-common stock ($2.35 per share)
|
|
|
—
|
|
|
—
|
|
|
(2,862
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,862
|
)
|
|||||||
Dividends declared-noncontrolling interest ($90.82 per share)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(8
|
)
|
|||||||
Exercise of stock options, issuance of other stock awards, and other
|
|
|
—
|
|
|
218
|
|
|
(2
|
)
|
|
—
|
|
|
(176
|
)
|
|
—
|
|
|
40
|
|
|||||||
Balance at December 31, 2016
|
|
|
$
|
12
|
|
|
$
|
58,593
|
|
|
$
|
588
|
|
|
$
|
(1,628
|
)
|
|
$
|
(207
|
)
|
|
$
|
216
|
|
|
$
|
57,574
|
|
Restatement Impacts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at January 3, 2016
|
(a)(d)(e)(g)
|
|
$
|
—
|
|
|
$
|
(77
|
)
|
|
$
|
—
|
|
|
$
|
55
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(22
|
)
|
Net income/(loss) excluding redeemable noncontrolling interest
|
(a)(e)(f)(g)
|
|
—
|
|
|
—
|
|
|
(36
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36
|
)
|
|||||||
Other comprehensive income/(loss) excluding redeemable noncontrolling interest
|
(g)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56
|
)
|
|
—
|
|
|
—
|
|
|
(56
|
)
|
|||||||
Dividends declared-Series A Preferred Stock ($2,250.00 per share)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Dividends declared-common stock ($2.35 per share)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Dividends declared-noncontrolling interest ($90.82 per share)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Exercise of stock options, issuance of other stock awards, and other
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance at December 31, 2016
|
|
|
$
|
—
|
|
|
$
|
(77
|
)
|
|
$
|
(36
|
)
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(114
|
)
|
As Restated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at January 3, 2016
|
|
|
$
|
12
|
|
|
$
|
58,298
|
|
|
$
|
—
|
|
|
$
|
(616
|
)
|
|
$
|
(31
|
)
|
|
$
|
208
|
|
|
$
|
57,871
|
|
Net income/(loss) excluding redeemable noncontrolling interest
|
|
|
—
|
|
|
—
|
|
|
3,596
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
3,606
|
|
|||||||
Other comprehensive income/(loss) excluding redeemable noncontrolling interest
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,013
|
)
|
|
—
|
|
|
6
|
|
|
(1,007
|
)
|
|||||||
Dividends declared-Series A Preferred Stock ($2,250.00 per share)
|
|
|
—
|
|
|
—
|
|
|
(180
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(180
|
)
|
|||||||
Dividends declared-common stock ($2.35 per share)
|
|
|
—
|
|
|
—
|
|
|
(2,862
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,862
|
)
|
|||||||
Dividends declared-noncontrolling interest ($90.82 per share)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(8
|
)
|
|||||||
Exercise of stock options, issuance of other stock awards, and other
|
|
|
—
|
|
|
218
|
|
|
(2
|
)
|
|
—
|
|
|
(176
|
)
|
|
—
|
|
|
40
|
|
|||||||
Balance at December 31, 2016
|
|
|
$
|
12
|
|
|
$
|
58,516
|
|
|
$
|
552
|
|
|
$
|
(1,629
|
)
|
|
$
|
(207
|
)
|
|
$
|
216
|
|
|
$
|
57,460
|
|
|
For the Year Ended December 30, 2017
|
||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||
Net income/(loss)
|
$
|
10,990
|
|
|
$
|
(58
|
)
|
|
(a)(b)(e)(f)(g)
|
|
$
|
10,932
|
|
Adjustments to reconcile net income/(loss) to operating cash flows:
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
1,036
|
|
|
(5
|
)
|
|
(b)(f)(g)
|
|
1,031
|
|
|||
Amortization of postretirement benefit plans prior service costs/(credits)
|
(328
|
)
|
|
—
|
|
|
|
|
(328
|
)
|
|||
Equity award compensation expense
|
46
|
|
|
—
|
|
|
|
|
46
|
|
|||
Deferred income tax provision/(benefit)
|
(6,467
|
)
|
|
(28
|
)
|
|
(a)(e)(g)
|
|
(6,495
|
)
|
|||
Postemployment benefit plan contributions
|
(1,659
|
)
|
|
—
|
|
|
|
|
(1,659
|
)
|
|||
Goodwill and intangible asset impairment losses
|
49
|
|
|
—
|
|
|
|
|
49
|
|
|||
Nonmonetary currency devaluation
|
36
|
|
|
—
|
|
|
|
|
36
|
|
|||
Other items, net
|
219
|
|
|
34
|
|
|
(a)(g)
|
|
253
|
|
|||
Changes in current assets and liabilities:
|
—
|
|
|
—
|
|
|
|
|
|
||||
Trade receivables
|
(2,629
|
)
|
|
—
|
|
|
|
|
(2,629
|
)
|
|||
Inventories
|
(251
|
)
|
|
15
|
|
|
(d)
|
|
(236
|
)
|
|||
Accounts payable
|
464
|
|
|
(23
|
)
|
|
(d)
|
|
441
|
|
|||
Other current assets
|
(67
|
)
|
|
3
|
|
|
(a)(d)
|
|
(64
|
)
|
|||
Other current liabilities
|
(912
|
)
|
|
36
|
|
|
(a)(e)(g)
|
|
(876
|
)
|
|||
Net cash provided by/(used for) operating activities
|
527
|
|
|
(26
|
)
|
|
|
|
501
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||
Cash receipts on sold receivables
|
2,286
|
|
|
—
|
|
|
|
|
2,286
|
|
|||
Capital expenditures
|
(1,217
|
)
|
|
23
|
|
|
(d)
|
|
(1,194
|
)
|
|||
Payments to acquire business, net of cash acquired
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Other investing activities, net
|
87
|
|
|
(2
|
)
|
|
(g)
|
|
85
|
|
|||
Net cash provided by/(used for) investing activities
|
1,156
|
|
|
21
|
|
|
|
|
1,177
|
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||
Repayments of long-term debt
|
(2,644
|
)
|
|
3
|
|
|
(b)(g)
|
|
(2,641
|
)
|
|||
Proceeds from issuance of long-term debt
|
1,496
|
|
|
—
|
|
|
|
|
1,496
|
|
|||
Proceeds from issuance of commercial paper
|
6,043
|
|
|
—
|
|
|
|
|
6,043
|
|
|||
Repayments of commercial paper
|
(6,249
|
)
|
|
—
|
|
|
|
|
(6,249
|
)
|
|||
Dividends paid - Series A Preferred Stock
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Dividends paid - common stock
|
(2,888
|
)
|
|
—
|
|
|
|
|
(2,888
|
)
|
|||
Redemption of Series A Preferred Stock
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Other financing activities, net
|
16
|
|
|
2
|
|
|
(g)
|
|
18
|
|
|||
Net cash provided by/(used for) financing activities
|
(4,226
|
)
|
|
5
|
|
|
|
|
(4,221
|
)
|
|||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
57
|
|
|
—
|
|
|
|
|
57
|
|
|||
Cash, cash equivalents, and restricted cash
|
|
|
|
|
|
|
|
||||||
Net increase/(decrease)
|
(2,486
|
)
|
|
—
|
|
|
|
|
(2,486
|
)
|
|||
Balance at beginning of period
|
4,255
|
|
|
—
|
|
|
|
|
4,255
|
|
|||
Balance at end of period
|
$
|
1,769
|
|
|
$
|
—
|
|
|
|
|
$
|
1,769
|
|
NON-CASH INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||
Beneficial interest obtained in exchange for securitized trade receivables
|
$
|
2,519
|
|
|
$
|
—
|
|
|
|
|
$
|
2,519
|
|
CASH PAID DURING THE PERIOD FOR:
|
|
|
|
|
|
|
|
||||||
Interest
|
$
|
1,269
|
|
|
$
|
—
|
|
|
|
|
$
|
1,269
|
|
Income taxes
|
1,206
|
|
|
—
|
|
|
|
|
1,206
|
|
|
For the Year Ended December 31, 2016
|
||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||
Net income/(loss)
|
$
|
3,642
|
|
|
$
|
(36
|
)
|
|
(a)(e)(f)(g)
|
|
$
|
3,606
|
|
Adjustments to reconcile net income/(loss) to operating cash flows:
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
1,337
|
|
|
—
|
|
|
|
|
1,337
|
|
|||
Amortization of postretirement benefit plans prior service costs/(credits)
|
(333
|
)
|
|
(14
|
)
|
|
(g)
|
|
(347
|
)
|
|||
Equity award compensation expense
|
46
|
|
|
—
|
|
|
|
|
46
|
|
|||
Deferred income tax provision/(benefit)
|
(29
|
)
|
|
(43
|
)
|
|
(a)(e)(f)(g)
|
|
(72
|
)
|
|||
Postemployment benefit plan contributions
|
(494
|
)
|
|
—
|
|
|
|
|
(494
|
)
|
|||
Goodwill and intangible asset impairment losses
|
—
|
|
|
18
|
|
|
(f)
|
|
18
|
|
|||
Nonmonetary currency devaluation
|
24
|
|
|
—
|
|
|
|
|
24
|
|
|||
Other items, net
|
16
|
|
|
9
|
|
|
(a)(g)
|
|
25
|
|
|||
Changes in current assets and liabilities:
|
—
|
|
|
—
|
|
|
|
|
|
||||
Trade receivables
|
(2,055
|
)
|
|
—
|
|
|
|
|
(2,055
|
)
|
|||
Inventories
|
(130
|
)
|
|
—
|
|
|
|
|
(130
|
)
|
|||
Accounts payable
|
943
|
|
|
(64
|
)
|
|
(d)
|
|
879
|
|
|||
Other current assets
|
(42
|
)
|
|
1
|
|
|
(a)
|
|
(41
|
)
|
|||
Other current liabilities
|
(276
|
)
|
|
128
|
|
|
(a)(d)(e)(g)
|
|
(148
|
)
|
|||
Net cash provided by/(used for) operating activities
|
2,649
|
|
|
(1
|
)
|
|
|
|
2,648
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||
Cash receipts on sold receivables
|
2,589
|
|
|
—
|
|
|
|
|
2,589
|
|
|||
Capital expenditures
|
(1,247
|
)
|
|
—
|
|
|
|
|
(1,247
|
)
|
|||
Payments to acquire business, net of cash acquired
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Other investing activities, net
|
110
|
|
|
—
|
|
|
|
|
110
|
|
|||
Net cash provided by/(used for) investing activities
|
1,452
|
|
|
—
|
|
|
|
|
1,452
|
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||
Repayments of long-term debt
|
(86
|
)
|
|
1
|
|
|
(g)
|
|
(85
|
)
|
|||
Proceeds from issuance of long-term debt
|
6,981
|
|
|
—
|
|
|
|
|
6,981
|
|
|||
Proceeds from issuance of commercial paper
|
6,680
|
|
|
—
|
|
|
|
|
6,680
|
|
|||
Repayments of commercial paper
|
(6,043
|
)
|
|
—
|
|
|
|
|
(6,043
|
)
|
|||
Dividends paid - Series A Preferred Stock
|
(180
|
)
|
|
—
|
|
|
|
|
(180
|
)
|
|||
Dividends paid - common stock
|
(3,584
|
)
|
|
—
|
|
|
|
|
(3,584
|
)
|
|||
Redemption of Series A Preferred Stock
|
(8,320
|
)
|
|
—
|
|
|
|
|
(8,320
|
)
|
|||
Other financing activities, net
|
(69
|
)
|
|
—
|
|
|
|
|
(69
|
)
|
|||
Net cash provided by/(used for) financing activities
|
(4,621
|
)
|
|
1
|
|
|
|
|
(4,620
|
)
|
|||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
(137
|
)
|
|
—
|
|
|
|
|
(137
|
)
|
|||
Cash, cash equivalents, and restricted cash
|
|
|
|
|
|
|
|
||||||
Net increase/(decrease)
|
(657
|
)
|
|
—
|
|
|
|
|
(657
|
)
|
|||
Balance at beginning of period
|
4,912
|
|
|
—
|
|
|
|
|
4,912
|
|
|||
Balance at end of period
|
$
|
4,255
|
|
|
$
|
—
|
|
|
|
|
$
|
4,255
|
|
NON-CASH INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||
Beneficial interest obtained in exchange for securitized trade receivables
|
$
|
2,213
|
|
|
$
|
—
|
|
|
|
|
$
|
2,213
|
|
CASH PAID DURING THE PERIOD FOR:
|
|
|
|
|
|
|
|
||||||
Interest
|
$
|
1,176
|
|
|
$
|
—
|
|
|
|
|
$
|
1,176
|
|
Income taxes
|
1,619
|
|
|
—
|
|
|
|
|
1,619
|
|
•
|
Net investment hedges.
We have numerous investments in our foreign subsidiaries, the net assets of which are exposed to volatility in foreign currency exchange rates. We manage this risk by utilizing derivative and non-derivative instruments, including cross-currency swap contracts, foreign exchange contracts, and certain foreign denominated debt designated as net investment hedges. We exclude the interest accruals on cross-currency swap contracts and the forward points on foreign exchange forward contracts from the assessment and measurement of hedge effectiveness. We recognize the interest accruals on cross-currency swap contracts in net income/(loss) within interest expense. We amortize the forward points on foreign exchange contracts into net income/(loss) within interest expense over the life of the hedging relationship.
|
•
|
Foreign currency cash flow hedges.
We use various financial instruments to mitigate our exposure to changes in exchange rates from third-party and intercompany actual and forecasted transactions. Our principal foreign currency exposures that are hedged include the British pound sterling, euro, and Canadian dollar. These instruments include cross-currency swap contracts and foreign exchange forward and option contracts. Substantially all of these derivative instruments are highly effective and qualify for hedge accounting treatment. We exclude the interest accruals on cross-currency swap contracts and the forward points and option premiums or discounts on foreign exchange contracts from the assessment and measurement of hedge effectiveness and amortize such amounts into net income/(loss) in the same line item as the underlying hedged item over the life of the hedging relationship.
|
•
|
Interest rate cash flow hedges.
From time to time, we have used derivative instruments, including interest rate swaps, as part of our interest rate risk management strategy. We have primarily used interest rate swaps to hedge the variability of interest payment cash flows on a portion of our future debt obligations.
|
•
|
Commodity derivatives.
We are exposed to price risk related to forecasted purchases of certain commodities that we primarily use as raw materials. We enter into commodity purchase contracts primarily for dairy products, meat products, coffee beans, sugar, vegetable oils, wheat products, corn products, and cocoa products. These commodity purchase contracts generally are not subject to the accounting requirements for derivative instruments and hedging activities under the normal purchases and normal sales exception. We also use commodity futures, options, and swaps to economically hedge the price of certain commodity costs, including the commodities noted above, as well as packaging products, diesel fuel, and natural gas. We do not designate these commodity contracts as hedging instruments. We also occasionally use futures to economically cross hedge a commodity exposure.
|
•
|
Recognize changes in the fair value of excluded components in net income/(loss) in the current period or in other comprehensive income/(loss) (and then amortize into net income/(loss) over the life of the hedging relationship);
|
•
|
Defer changes in the spot rate of the hedging instrument into other comprehensive income/(loss), while the excluded component (i.e., forward points or option premiums or discounts) is amortized into net income/(loss) over the life of the hedging relationship. When the excluded component is released or the forecasted transaction occurs, it is recognized in the same income statement line item affected by the hedged item; and
|
•
|
Present additional details in our tabular disclosures in the footnotes to the financial statements.
|
Cash
|
$
|
23
|
|
Other current assets
|
65
|
|
|
Property, plant and equipment, net
|
75
|
|
|
Identifiable intangible assets
|
100
|
|
|
Trade and other payables
|
(41
|
)
|
|
Other non-current liabilities
|
(3
|
)
|
|
Net assets acquired
|
219
|
|
|
Goodwill on acquisition
|
25
|
|
|
Total consideration
|
$
|
244
|
|
|
Severance and Employee Benefit Costs
|
|
Other Exit Costs
(a)
|
|
Total
|
||||||
Balance at December 30, 2017
|
$
|
24
|
|
|
$
|
22
|
|
|
$
|
46
|
|
Charges/(credits)
|
2
|
|
|
(1
|
)
|
|
1
|
|
|||
Cash payments
|
(12
|
)
|
|
(2
|
)
|
|
(14
|
)
|
|||
Non-cash utilization
|
(9
|
)
|
|
(19
|
)
|
|
(28
|
)
|
|||
Balance at December 29, 2018
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
Severance and Employee Benefit Costs
|
|
Other Exit Costs
(a)
|
|
Total
|
||||||
Balance at December 30, 2017
|
$
|
16
|
|
|
$
|
25
|
|
|
$
|
41
|
|
Charges/(credits)
|
48
|
|
|
6
|
|
|
54
|
|
|||
Cash payments
|
(35
|
)
|
|
(12
|
)
|
|
(47
|
)
|
|||
Non-cash utilization
|
3
|
|
|
14
|
|
|
17
|
|
|||
Balance at December 29, 2018
|
$
|
32
|
|
|
$
|
33
|
|
|
$
|
65
|
|
|
|
|
As Restated & Recast
|
|
As Recast
|
||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
Severance and employee benefit costs - COGS
|
$
|
12
|
|
|
$
|
9
|
|
|
$
|
41
|
|
Severance and employee benefit costs - SG&A
|
32
|
|
|
26
|
|
|
96
|
|
|||
Severance and employee benefit costs - Other expense/(income), net
|
6
|
|
|
(149
|
)
|
|
20
|
|
|||
Asset-related costs - COGS
|
59
|
|
|
191
|
|
|
496
|
|
|||
Asset-related costs - SG&A
|
36
|
|
|
26
|
|
|
41
|
|
|||
Other costs - COGS
|
123
|
|
|
264
|
|
|
162
|
|
|||
Other costs - SG&A
|
35
|
|
|
67
|
|
|
156
|
|
|||
Other costs - Other expense/(income), net
|
157
|
|
|
—
|
|
|
—
|
|
|||
|
$
|
460
|
|
|
$
|
434
|
|
|
$
|
1,012
|
|
|
|
|
As Restated
|
|
|
||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
United States
|
$
|
205
|
|
|
$
|
270
|
|
|
$
|
759
|
|
Canada
|
176
|
|
|
34
|
|
|
45
|
|
|||
EMEA
|
16
|
|
|
56
|
|
|
85
|
|
|||
Rest of World
|
25
|
|
|
13
|
|
|
6
|
|
|||
General corporate expenses
|
38
|
|
|
61
|
|
|
117
|
|
|||
|
$
|
460
|
|
|
$
|
434
|
|
|
$
|
1,012
|
|
|
December 29,
2018 |
|
December 30, 2017
|
||||
Cash and cash equivalents
|
$
|
1,130
|
|
|
$
|
1,629
|
|
Restricted cash included in other current assets
|
1
|
|
|
140
|
|
||
Restricted cash included in other non-current assets
|
5
|
|
|
—
|
|
||
Cash, cash equivalents, and restricted cash
|
$
|
1,136
|
|
|
$
|
1,769
|
|
|
|
|
As Restated
|
||||
|
December 29, 2018
|
|
December 30, 2017
|
||||
Packaging and ingredients
|
$
|
510
|
|
|
$
|
560
|
|
Work in process
|
343
|
|
|
384
|
|
||
Finished product
|
1,814
|
|
|
1,816
|
|
||
Inventories
|
$
|
2,667
|
|
|
$
|
2,760
|
|
|
|
|
As Restated
|
||||
|
December 29, 2018
|
|
December 30,
2017 |
||||
Land
|
$
|
218
|
|
|
$
|
250
|
|
Buildings and improvements
|
2,375
|
|
|
2,232
|
|
||
Equipment and other
|
5,904
|
|
|
5,323
|
|
||
Construction in progress
|
1,165
|
|
|
1,345
|
|
||
|
9,662
|
|
|
9,150
|
|
||
Accumulated depreciation
|
(2,584
|
)
|
|
(2,089
|
)
|
||
Property, plant and equipment, net
|
$
|
7,078
|
|
|
$
|
7,061
|
|
|
United States
|
|
Canada
|
|
EMEA
|
|
Rest of World
|
|
Total
|
||||||||||
Balance at December 30, 2017 (As Restated)
|
$
|
33,701
|
|
|
$
|
5,246
|
|
|
$
|
3,238
|
|
|
$
|
2,640
|
|
|
$
|
44,825
|
|
Impairment losses
|
(4,104
|
)
|
|
(1,947
|
)
|
|
—
|
|
|
(957
|
)
|
|
(7,008
|
)
|
|||||
Reclassified to assets held for sale
|
—
|
|
|
(496
|
)
|
|
—
|
|
|
(173
|
)
|
|
(669
|
)
|
|||||
Acquisitions
|
—
|
|
|
16
|
|
|
—
|
|
|
25
|
|
|
41
|
|
|||||
Translation adjustments and other
|
—
|
|
|
(381
|
)
|
|
(164
|
)
|
|
(141
|
)
|
|
(686
|
)
|
|||||
Balance at December 29, 2018
|
$
|
29,597
|
|
|
$
|
2,438
|
|
|
$
|
3,074
|
|
|
$
|
1,394
|
|
|
$
|
36,503
|
|
•
|
We recognized a
$4.1 billion
impairment loss in our U.S. Refrigerated reporting unit within our United States segment due to revised 2019 base and future year margin expectations, primarily in the natural cheese and meats categories, and, to a lesser extent, expectations for lower long-term net sales growth in the natural and processed cheese categories. Changes in future year margin expectations were primarily driven by sustained increases in supply chain costs, expectations for lower pricing to maintain competitive positioning, and expectations for increased marketing investments, primarily in response to private label competition, as well as customer-driven packaging investments. Changes in expectations for lower long-term net sales growth were primarily due to sustained private label competition and anticipated trends in consumer preferences. Our revised expectations were based on the completion of our fourth quarter results, which were below management’s expectations, and the development of our 2019 annual operating plan in December 2018. Additionally, our revised expectations were based on the development of our global five-year operating plan, which commenced in November 2018 and we expect to be completed in 2019. The goodwill carrying amount of the U.S. Refrigerated reporting unit was
$11.3 billion
prior to its impairment.
|
•
|
We recognized a
$1.9 billion
impairment loss in our Canada Retail reporting unit within our Canada segment due to lower positive net sales growth expectations and revised 2019 base and future year margin expectations, as well as the reassessment of our Canadian operations following the announcement in November to sell certain assets in our natural cheese portfolio in Canada. We revised our net sales growth expectations primarily due to our expected exit of the natural cheese category and expected declines in the coffee category (exclusive of our coffee business acquisition in Canada in 2018). Our revised expectations were based on the completion of our fourth quarter results, which were below management’s expectations, and the development of our 2019 annual operating plan in December 2018. Changes in future year margin expectations were primarily driven by sustained increases in supply chain costs and expectations for lower pricing to maintain competitive positioning. The goodwill carrying amount of the Canada Retail reporting unit was
$4.0 billion
prior to its impairment.
|
•
|
We recognized a
$315 million
impairment loss in our Southeast Asia reporting unit within our Rest of World segment due to margin and net sales declines in the seafood and seasonal cordials categories and foreign exchange rate declines in Indonesia and Papua New Guinea. Our revised expectations were based on the completion of our fourth quarter results, which were below management’s expectations, and the development of our 2019 annual operating plan in December 2018. This impairment represents all of the goodwill of the Southeast Asia reporting unit.
|
•
|
We recognized a
$302 million
impairment loss in our Northeast Asia reporting unit within our Rest of World segment due to margin and net sales declines as well as foreign exchange rate declines in Japan and Korea. Our revised expectations were based on the completion of our fourth quarter results, which were below management’s expectations, and the development of our 2019 annual operating plan in December 2018. The goodwill carrying amount of the Northeast Asia reporting unit was
$391 million
prior to its impairment.
|
•
|
We recognized a
$207 million
impairment loss in our Other Latin America reporting unit within our Rest of World segment due to net sales and margin declines in the region. Our revised expectations were based on the completion of our fourth quarter results, which were below management’s expectations, and the development of our 2019 annual operating plan in December 2018. This impairment represents all of the goodwill of the Other Latin America reporting unit.
|
Balance at December 30, 2017
|
$
|
53,655
|
|
Impairment losses
|
(8,925
|
)
|
|
Reclassified to assets held for sale
|
(341
|
)
|
|
Transfers to definite-lived intangible assets
|
(72
|
)
|
|
Translation adjustments
|
(351
|
)
|
|
Balance at December 29, 2018
|
$
|
43,966
|
|
•
|
We recognized a
$4.3 billion
impairment loss related to the
Kraft
brand, primarily due to lower long-term net sales growth expectations in the natural cheese category in the United States, lower net sales growth expectations in the processed cheese category in the United States and Canada, and the exit of the natural cheese category in Canada announced in November 2018. Changes in expectations for lower net sales growth were primarily due to distribution losses driven by sustained private label competition and anticipated trends in consumer preferences. Our revised expectations were based on the completion of our fourth quarter results, which were below management’s expectations, and the development of our 2019 annual operating plan in December 2018. Additionally, our revised expectations were based on the development of our global five-year operating plan, which commenced in November 2018 and we expect to be completed in 2019. The carrying amount of the
Kraft
brand was
$15.9 billion
prior to its impairment.
|
•
|
We recognized a
$3.3 billion
impairment loss related to the
Oscar Mayer
brand, primarily due to revised 2019 annual and future margin expectations in the United States. Changes in future year margin expectations were primarily driven by sustained increases in supply chain costs, expectations for lower pricing to maintain competitive positioning, and expectations for increased marketing investments and customer-driven packaging investments. Our revised expectations were based on the completion of our fourth quarter results, which were below management’s expectations, and the development of our 2019 annual operating plan in December 2018. Additionally, our revised expectations were based on the development of our global five-year operating plan, which commenced in November 2018 and we expect to be completed in 2019. The carrying amount of the
Oscar Mayer
brand was
$6.6 billion
prior to its impairment.
|
•
|
We recognized a
$797 million
impairment loss related to the
Philadelphia
brand, primarily due to revised 2019 annual and future margin expectations, and to a lesser extent, lower future positive net sales growth expectations in the United States. Changes in future year margin expectations were primarily driven by sustained increases in supply chain costs and expectations for lower pricing to maintain competitive positioning, as well as unfavorable changes in product mix and customer-driven packaging investments. Our revised expectations were based on the completion of our fourth quarter results, which were below management’s expectations, and the development of our 2019 annual operating plan in December 2018. Additionally, our revised expectations were based on the development of our global five-year operating plan, which commenced in November 2018 and we expect to be completed in 2019. The carrying amount of the
Philadelphia
brand was
$6.7 billion
prior to its impairment.
|
•
|
We recognized a
$168 million
impairment loss related to the
Velveeta
brand, primarily due to expectations for lower long-term net sales growth due to anticipated trends in consumer preferences. The carrying amount of the
Velveeta
brand was
$2.5 billion
prior to its impairment.
|
•
|
We recognized an
$84 million
impairment loss related to the
ABC
brand, primarily due to revised expectations of future net sales growth and margins in the seafood and seasonal cordials categories in Southeast Asia as well as foreign exchange rates in the regions in which this brand is sold. The carrying amount of the
ABC
brand was
$357 million
prior to its impairment.
|
|
|
|
|
|
|
|
As Restated
|
||||||||||||||||
|
December 29, 2018
|
|
December 30, 2017
|
||||||||||||||||||||
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Trademarks
|
$
|
2,474
|
|
|
$
|
(402
|
)
|
|
$
|
2,072
|
|
|
$
|
2,368
|
|
|
$
|
(287
|
)
|
|
$
|
2,081
|
|
Customer-related assets
|
4,097
|
|
|
(681
|
)
|
|
3,416
|
|
|
4,231
|
|
|
(544
|
)
|
|
3,687
|
|
||||||
Other
|
18
|
|
|
(4
|
)
|
|
14
|
|
|
14
|
|
|
(5
|
)
|
|
9
|
|
||||||
|
$
|
6,589
|
|
|
$
|
(1,087
|
)
|
|
$
|
5,502
|
|
|
$
|
6,613
|
|
|
$
|
(836
|
)
|
|
$
|
5,777
|
|
|
|
|
As Restated
|
||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
Income/(loss) before income taxes:
|
|
|
|
|
|
||||||
United States
|
$
|
(10,305
|
)
|
|
$
|
3,811
|
|
|
$
|
3,271
|
|
International
|
(1,016
|
)
|
|
1,639
|
|
|
1,668
|
|
|||
Total
|
$
|
(11,321
|
)
|
|
$
|
5,450
|
|
|
$
|
4,939
|
|
|
|
|
|
|
|
||||||
Provision for/(benefit from) income taxes:
|
|
|
|
|
|
||||||
Current:
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
444
|
|
|
$
|
765
|
|
|
$
|
1,085
|
|
U.S. state and local
|
134
|
|
|
(47
|
)
|
|
82
|
|
|||
International
|
322
|
|
|
295
|
|
|
238
|
|
|||
|
900
|
|
|
1,013
|
|
|
1,405
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
U.S. federal
|
(1,843
|
)
|
|
(6,590
|
)
|
|
(11
|
)
|
|||
U.S. state and local
|
(121
|
)
|
|
97
|
|
|
(63
|
)
|
|||
International
|
(3
|
)
|
|
(2
|
)
|
|
2
|
|
|||
|
(1,967
|
)
|
|
(6,495
|
)
|
|
(72
|
)
|
|||
Total provision for/(benefit from) income taxes
|
$
|
(1,067
|
)
|
|
$
|
(5,482
|
)
|
|
$
|
1,333
|
|
|
|
|
As Restated
|
|||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
|||
U.S. federal statutory tax rate
|
21.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Tax on income of foreign subsidiaries
|
3.4
|
%
|
|
(4.8
|
)%
|
|
(3.6
|
)%
|
Domestic manufacturing deduction
|
—
|
%
|
|
(1.5
|
)%
|
|
(2.0
|
)%
|
U.S. state and local income taxes, net of federal tax benefit
|
1.6
|
%
|
|
1.1
|
%
|
|
0.8
|
%
|
Tax exempt income
|
—
|
%
|
|
(0.7
|
)%
|
|
(3.4
|
)%
|
Deferred tax effect of statutory tax rate changes
|
(0.9
|
)%
|
|
0.3
|
%
|
|
(2.0
|
)%
|
Audit settlements and changes in uncertain tax positions
|
(0.3
|
)%
|
|
(0.2
|
)%
|
|
1.9
|
%
|
Venezuela nondeductible devaluation loss
|
(0.4
|
)%
|
|
—
|
%
|
|
0.3
|
%
|
U.S. Tax Reform discrete income tax benefit
|
0.5
|
%
|
|
(129.0
|
)%
|
|
—
|
%
|
Global intangible low-taxed income
|
(0.5
|
)%
|
|
—
|
%
|
|
—
|
%
|
Goodwill impairment
|
(15.1
|
)%
|
|
—
|
%
|
|
—
|
%
|
Wind-up of non-U.S. pension plans
|
(0.4
|
)%
|
|
—
|
%
|
|
—
|
%
|
Other
|
0.5
|
%
|
|
(0.8
|
)%
|
|
—
|
%
|
Effective tax rate
|
9.4
|
%
|
|
(100.6
|
)%
|
|
27.0
|
%
|
|
|
|
As Restated
|
||||
|
December 29, 2018
|
|
December 30, 2017
|
||||
Deferred income tax liabilities:
|
|
|
|
||||
Intangible assets, net
|
$
|
11,571
|
|
|
$
|
13,567
|
|
Property, plant and equipment, net
|
735
|
|
|
676
|
|
||
Other
|
410
|
|
|
288
|
|
||
Deferred income tax liabilities
|
12,716
|
|
|
14,531
|
|
||
Deferred income tax assets:
|
|
|
|
||||
Benefit plans
|
(172
|
)
|
|
(212
|
)
|
||
Other
|
(470
|
)
|
|
(422
|
)
|
||
Deferred income tax assets
|
(642
|
)
|
|
(634
|
)
|
||
Valuation allowance
|
81
|
|
|
80
|
|
||
Net deferred income tax liabilities
|
$
|
12,155
|
|
|
$
|
13,977
|
|
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
Balance at the beginning of the period
|
$
|
408
|
|
|
$
|
389
|
|
|
$
|
353
|
|
Increases for tax positions of prior years
|
9
|
|
|
2
|
|
|
59
|
|
|||
Decreases for tax positions of prior years
|
(81
|
)
|
|
(35
|
)
|
|
(18
|
)
|
|||
Increases based on tax positions related to the current year
|
74
|
|
|
135
|
|
|
62
|
|
|||
Decreases due to settlements with taxing authorities
|
(3
|
)
|
|
(59
|
)
|
|
(62
|
)
|
|||
Decreases due to lapse of statute of limitations
|
(10
|
)
|
|
(24
|
)
|
|
(5
|
)
|
|||
Reclassified to liabilities held for sale
|
(10
|
)
|
|
—
|
|
|
—
|
|
|||
Balance at the end of the period
|
$
|
387
|
|
|
$
|
408
|
|
|
$
|
389
|
|
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
Risk-free interest rate
|
2.75
|
%
|
|
2.25
|
%
|
|
1.63
|
%
|
|||
Expected term
|
7.5 years
|
|
|
7.5 years
|
|
|
7.5 years
|
|
|||
Expected volatility
|
21.3
|
%
|
|
19.6
|
%
|
|
22.0
|
%
|
|||
Expected dividend yield
|
3.6
|
%
|
|
2.8
|
%
|
|
3.1
|
%
|
|||
Weighted average grant date fair value per share
|
$
|
10.26
|
|
|
$
|
14.24
|
|
|
$
|
12.48
|
|
|
Number of Stock Options
|
|
Weighted Average Exercise Price
(per share) |
|
Aggregate Intrinsic Value
(in millions) |
|
Average Remaining Contractual Term
|
|||||
Outstanding at December 30, 2017
|
19,289,564
|
|
|
$
|
41.63
|
|
|
|
|
|
||
Granted
|
2,143,730
|
|
|
64.37
|
|
|
|
|
|
|||
Forfeited
|
(1,136,924
|
)
|
|
61.10
|
|
|
|
|
|
|||
Exercised
|
(2,036,405
|
)
|
|
27.68
|
|
|
|
|
|
|||
Outstanding at December 29, 2018
|
18,259,965
|
|
|
44.64
|
|
|
$
|
168
|
|
|
6 years
|
|
Exercisable at December 29, 2018
|
10,492,048
|
|
|
33.48
|
|
|
124
|
|
|
4 years
|
|
Number of Stock Options
|
|
Weighted Average Grant Date Fair Value
(per share) |
|||
Unvested options at December 30, 2017
|
11,827,142
|
|
|
$
|
8.36
|
|
Granted
|
2,143,730
|
|
|
10.26
|
|
|
Vested
|
(5,135,897
|
)
|
|
5.99
|
|
|
Forfeited
|
(1,067,058
|
)
|
|
10.45
|
|
|
Unvested options at December 29, 2018
|
7,767,917
|
|
|
10.16
|
|
|
Number of Units
|
|
Weighted Average Grant Date Fair Value
(per share)
|
|||
Outstanding at December 30, 2017
|
1,284,262
|
|
|
$
|
81.91
|
|
Granted
|
1,443,088
|
|
|
58.59
|
|
|
Forfeited
|
(253,249
|
)
|
|
77.42
|
|
|
Vested
|
(135,143
|
)
|
|
73.57
|
|
|
Outstanding at December 29, 2018
|
2,338,958
|
|
|
68.49
|
|
|
Number of Units
|
|
Weighted Average Grant Date Fair Value
(per share)
|
|||
Outstanding at December 30, 2017
|
815,383
|
|
|
$
|
70.16
|
|
Granted
|
2,730,130
|
|
|
56.31
|
|
|
Forfeited
|
(293,457
|
)
|
|
62.28
|
|
|
Outstanding at December 29, 2018
|
3,252,056
|
|
|
59.24
|
|
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
Pre-tax compensation cost
|
$
|
33
|
|
|
$
|
46
|
|
|
$
|
46
|
|
Related tax benefit
|
(7
|
)
|
|
(14
|
)
|
|
(15
|
)
|
|||
After-tax compensation cost
|
$
|
26
|
|
|
$
|
32
|
|
|
$
|
31
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
December 29, 2018
|
|
December 30, 2017
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||||
Benefit obligation at beginning of year
|
$
|
4,719
|
|
|
$
|
5,157
|
|
|
$
|
3,464
|
|
|
$
|
3,099
|
|
Service cost
|
10
|
|
|
11
|
|
|
19
|
|
|
19
|
|
||||
Interest cost
|
158
|
|
|
178
|
|
|
67
|
|
|
66
|
|
||||
Benefits paid
|
(191
|
)
|
|
(224
|
)
|
|
(126
|
)
|
|
(161
|
)
|
||||
Actuarial losses/(gains)
|
(447
|
)
|
|
270
|
|
|
(118
|
)
|
|
120
|
|
||||
Plan amendments
|
1
|
|
|
—
|
|
|
14
|
|
|
(2
|
)
|
||||
Currency
|
—
|
|
|
—
|
|
|
(175
|
)
|
|
264
|
|
||||
Settlements
|
(190
|
)
|
|
(692
|
)
|
|
(1,221
|
)
|
|
(1
|
)
|
||||
Curtailments
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
Special/contractual termination benefits
|
—
|
|
|
19
|
|
|
7
|
|
|
9
|
|
||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
51
|
|
||||
Benefit obligation at end of year
|
4,060
|
|
|
4,719
|
|
|
1,930
|
|
|
3,464
|
|
||||
Fair value of plan assets at beginning of year
|
4,785
|
|
|
4,788
|
|
|
4,156
|
|
|
3,628
|
|
||||
Actual return on plan assets
|
(185
|
)
|
|
613
|
|
|
49
|
|
|
289
|
|
||||
Employer contributions
|
—
|
|
|
300
|
|
|
57
|
|
|
30
|
|
||||
Benefits paid
|
(191
|
)
|
|
(224
|
)
|
|
(126
|
)
|
|
(161
|
)
|
||||
Currency
|
—
|
|
|
—
|
|
|
(221
|
)
|
|
322
|
|
||||
Settlements
|
(190
|
)
|
|
(692
|
)
|
|
(1,221
|
)
|
|
(1
|
)
|
||||
Other
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
49
|
|
||||
Fair value of plan assets at end of year
|
4,219
|
|
|
4,785
|
|
|
2,689
|
|
|
4,156
|
|
||||
Net pension liability/(asset) recognized at end of year
|
$
|
(159
|
)
|
|
$
|
(66
|
)
|
|
$
|
(759
|
)
|
|
$
|
(692
|
)
|
|
December 29, 2018
|
|
December 30, 2017
|
||||
Other non-current assets
|
$
|
999
|
|
|
$
|
871
|
|
Other current liabilities
|
(4
|
)
|
|
(41
|
)
|
||
Accrued postemployment costs
|
(77
|
)
|
|
(72
|
)
|
||
Net pension asset/(liability) recognized
|
$
|
918
|
|
|
$
|
758
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
December 29, 2018
|
|
December 30, 2017
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||||
Projected benefit obligation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
146
|
|
|
$
|
1,368
|
|
Accumulated benefit obligation
|
—
|
|
|
—
|
|
|
139
|
|
|
1,360
|
|
||||
Fair value of plan assets
|
—
|
|
|
—
|
|
|
65
|
|
|
1,254
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
December 29, 2018
|
|
December 30, 2017
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||||
Projected benefit obligation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
148
|
|
|
$
|
1,400
|
|
Accumulated benefit obligation
|
—
|
|
|
—
|
|
|
141
|
|
|
1,392
|
|
||||
Fair value of plan assets
|
—
|
|
|
—
|
|
|
67
|
|
|
1,287
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||
|
December 29, 2018
|
|
December 30, 2017
|
|
December 29, 2018
|
|
December 30, 2017
|
||||
Discount rate
|
4.4
|
%
|
|
3.7
|
%
|
|
2.9
|
%
|
|
2.4
|
%
|
Rate of compensation increase
|
4.1
|
%
|
|
4.1
|
%
|
|
3.9
|
%
|
|
3.9
|
%
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||||||||
Service cost
|
$
|
10
|
|
|
$
|
11
|
|
|
$
|
13
|
|
|
$
|
19
|
|
|
$
|
19
|
|
|
$
|
25
|
|
Interest cost
|
158
|
|
|
178
|
|
|
203
|
|
|
67
|
|
|
66
|
|
|
87
|
|
||||||
Expected return on plan assets
|
(247
|
)
|
|
(262
|
)
|
|
(290
|
)
|
|
(175
|
)
|
|
(180
|
)
|
|
(182
|
)
|
||||||
Amortization of unrecognized losses/(gains)
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
1
|
|
|
—
|
|
||||||
Settlements
|
(4
|
)
|
|
2
|
|
|
23
|
|
|
158
|
|
|
—
|
|
|
2
|
|
||||||
Curtailments
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||||
Special/contractual termination benefits
|
—
|
|
|
19
|
|
|
—
|
|
|
7
|
|
|
9
|
|
|
3
|
|
||||||
Other
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
||||||
Net pension cost/(benefit)
|
$
|
(83
|
)
|
|
$
|
(50
|
)
|
|
$
|
(51
|
)
|
|
$
|
77
|
|
|
$
|
(100
|
)
|
|
$
|
(65
|
)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
Discount rate - Service cost
|
3.8
|
%
|
|
4.2
|
%
|
|
4.5
|
%
|
|
3.0
|
%
|
|
3.2
|
%
|
|
4.2
|
%
|
Discount rate - Interest cost
|
3.6
|
%
|
|
3.6
|
%
|
|
3.5
|
%
|
|
2.9
|
%
|
|
2.1
|
%
|
|
3.3
|
%
|
Expected rate of return on plan assets
|
5.5
|
%
|
|
5.7
|
%
|
|
5.7
|
%
|
|
4.5
|
%
|
|
4.8
|
%
|
|
5.6
|
%
|
Rate of compensation increase
|
4.1
|
%
|
|
4.1
|
%
|
|
4.1
|
%
|
|
3.9
|
%
|
|
4.0
|
%
|
|
3.4
|
%
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||
|
December 29, 2018
|
|
December 30, 2017
|
|
December 29, 2018
|
|
December 30, 2017
|
||||
Fixed-income securities
|
84
|
%
|
|
62
|
%
|
|
45
|
%
|
|
39
|
%
|
Equity securities
|
14
|
%
|
|
27
|
%
|
|
34
|
%
|
|
27
|
%
|
Cash and cash equivalents
|
2
|
%
|
|
11
|
%
|
|
16
|
%
|
|
4
|
%
|
Real estate
|
—
|
%
|
|
—
|
%
|
|
3
|
%
|
|
6
|
%
|
Certain insurance contracts
|
—
|
%
|
|
—
|
%
|
|
2
|
%
|
|
24
|
%
|
Total
|
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) |
||||||||
Corporate bonds and other fixed-income securities
|
$
|
3,089
|
|
|
$
|
—
|
|
|
$
|
3,089
|
|
|
$
|
—
|
|
Government bonds
|
366
|
|
|
366
|
|
|
—
|
|
|
—
|
|
||||
Total fixed-income securities
|
3,455
|
|
|
366
|
|
|
3,089
|
|
|
—
|
|
||||
Equity securities
|
665
|
|
|
665
|
|
|
—
|
|
|
—
|
|
||||
Cash and cash equivalents
|
422
|
|
|
419
|
|
|
3
|
|
|
—
|
|
||||
Real estate
|
79
|
|
|
—
|
|
|
—
|
|
|
79
|
|
||||
Certain insurance contracts
|
53
|
|
|
—
|
|
|
—
|
|
|
53
|
|
||||
Fair value excluding investments measured at net asset value
|
4,674
|
|
|
1,450
|
|
|
3,092
|
|
|
132
|
|
||||
Investments measured at net asset value
(a)
|
2,234
|
|
|
|
|
|
|
|
|||||||
Total plan assets at fair value
|
$
|
6,908
|
|
|
|
|
|
|
|
(a)
|
Amount includes cash collateral of
$269 million
associated with our securities lending program, which is reflected as an asset, and a corresponding securities lending payable of
$269 million
, which is reflected as a liability. The net impact on total plan assets at fair value is
zero
.
|
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) |
||||||||
Corporate bonds and other fixed-income securities
|
$
|
2,606
|
|
|
$
|
—
|
|
|
$
|
2,606
|
|
|
$
|
—
|
|
Government bonds
|
467
|
|
|
467
|
|
|
—
|
|
|
—
|
|
||||
Total fixed-income securities
|
3,073
|
|
|
467
|
|
|
2,606
|
|
|
—
|
|
||||
Equity securities
|
1,044
|
|
|
1,044
|
|
|
—
|
|
|
—
|
|
||||
Cash and cash equivalents
|
208
|
|
|
205
|
|
|
3
|
|
|
—
|
|
||||
Real estate
|
262
|
|
|
—
|
|
|
—
|
|
|
262
|
|
||||
Certain insurance contracts
|
983
|
|
|
—
|
|
|
—
|
|
|
983
|
|
||||
Fair value excluding investments measured at net asset value
|
5,570
|
|
|
1,716
|
|
|
2,609
|
|
|
1,245
|
|
||||
Investments measured at net asset value
(a)
|
3,371
|
|
|
|
|
|
|
|
|||||||
Total plan assets at fair value
|
$
|
8,941
|
|
|
|
|
|
|
|
(a)
|
Amount includes cash collateral of
$278 million
associated with our securities lending program, which is reflected as an asset, and a corresponding securities lending payable of
$278 million
, which is reflected as a liability. The net impact on total plan assets at fair value is
zero
.
|
•
|
Pooled funds.
The fair values of participation units held in collective trusts are based on their net asset values, as reported by the managers of the collective trusts and as supported by the unit prices of actual purchase and sale transactions occurring as of or close to the financial statement date. The fair value of these investments measured at net asset value is excluded from the fair value hierarchy. Investments in the collective trusts can be redeemed on each business day based upon the applicable net asset value per unit. Investments in the international large/mid cap equity collective trust can be redeemed on the last business day of each month and at least one business day during the month.
|
•
|
Short-term investments.
Short-term investments largely consist of a money market fund, the fair value of which is based on the net asset value reported by the manager of the fund and supported by the unit prices of actual purchase and sale transactions. The fair value of these investments measured at net asset value is excluded from the fair value hierarchy. The money market fund is designed to provide safety of principal, daily liquidity, and a competitive yield by investing in high quality money market instruments. The investment objective of the money market fund is to provide the highest possible level of current income while still maintaining liquidity and preserving capital.
|
•
|
Partnership/corporate feeder interests.
Fair value estimates of the equity partnership are based on their net asset values, as reported by the manager of the partnership. The fair value of these investments measured at net asset value is excluded from the fair value hierarchy. Investments in the equity partnership may be redeemed once per month upon 10 days’ prior written notice to the General Partner, subject to the discretion of the General Partner. The investment objective of the equity partnership is to seek capital appreciation by investing primarily in equity securities.
|
Asset Category
|
December 30,
2017 |
|
Additions
|
|
Net Realized Gain/(Loss)
|
|
Net Unrealized Gain/(Loss)
|
|
Net Purchases, Issuances and Settlements
|
|
Transfers Into/(Out of) Level 3
|
|
December 29,
2018 |
||||||||||||||
Real estate
|
$
|
262
|
|
|
$
|
—
|
|
|
$
|
49
|
|
|
$
|
(7
|
)
|
|
$
|
(210
|
)
|
|
$
|
(15
|
)
|
|
$
|
79
|
|
Certain insurance contracts
|
983
|
|
|
—
|
|
|
(82
|
)
|
|
(3
|
)
|
|
(845
|
)
|
|
—
|
|
|
53
|
|
|||||||
Total Level 3 investments
|
$
|
1,245
|
|
|
$
|
—
|
|
|
$
|
(33
|
)
|
|
$
|
(10
|
)
|
|
$
|
(1,055
|
)
|
|
$
|
(15
|
)
|
|
$
|
132
|
|
Asset Category
|
December 31,
2016 |
|
Additions
|
|
Net Realized Gain/(Loss)
|
|
Net Unrealized Gain/(Loss)
|
|
Net Purchases, Issuances and Settlements
|
|
Transfers Into/(Out of) Level 3
|
|
December 30,
2017 |
||||||||||||||
Real estate
|
$
|
234
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
262
|
|
Certain insurance contracts
|
189
|
|
|
797
|
|
|
—
|
|
|
36
|
|
|
(39
|
)
|
|
—
|
|
|
983
|
|
|||||||
Total Level 3 investments
|
$
|
423
|
|
|
797
|
|
|
$
|
14
|
|
|
$
|
50
|
|
|
$
|
(39
|
)
|
|
$
|
—
|
|
|
$
|
1,245
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||
2019
|
$
|
331
|
|
|
$
|
70
|
|
2020
|
320
|
|
|
70
|
|
||
2021
|
317
|
|
|
72
|
|
||
2022
|
309
|
|
|
80
|
|
||
2023
|
301
|
|
|
79
|
|
||
2024-2028
|
1,351
|
|
|
436
|
|
|
December 29, 2018
|
|
December 30, 2017
|
||||
Benefit obligation at beginning of year
|
$
|
1,553
|
|
|
$
|
1,714
|
|
Service cost
|
8
|
|
|
10
|
|
||
Interest cost
|
45
|
|
|
49
|
|
||
Benefits paid
|
(136
|
)
|
|
(142
|
)
|
||
Actuarial losses/(gains)
|
(142
|
)
|
|
(70
|
)
|
||
Plan amendments
|
(21
|
)
|
|
(24
|
)
|
||
Currency
|
(13
|
)
|
|
13
|
|
||
Other
|
—
|
|
|
3
|
|
||
Benefit obligation at end of year
|
1,294
|
|
|
1,553
|
|
||
Fair value of plan assets at beginning of year
|
1,188
|
|
|
—
|
|
||
Actual return on plan assets
|
(26
|
)
|
|
—
|
|
||
Employer contributions
|
19
|
|
|
1,329
|
|
||
Benefits paid
|
(137
|
)
|
|
(142
|
)
|
||
Other
|
—
|
|
|
1
|
|
||
Fair value of plan assets at end of year
|
1,044
|
|
|
1,188
|
|
||
Net postretirement benefit liability/(asset) recognized at end of year
|
$
|
250
|
|
|
$
|
365
|
|
|
December 29, 2018
|
|
December 30, 2017
|
||||
Other current liabilities
|
$
|
(14
|
)
|
|
$
|
(10
|
)
|
Accrued postemployment costs
|
(236
|
)
|
|
(355
|
)
|
||
Net postretirement benefit asset/(liability) recognized
|
$
|
(250
|
)
|
|
$
|
(365
|
)
|
|
December 29, 2018
|
|
December 30, 2017
|
||||
Accumulated benefit obligation
|
$
|
1,294
|
|
|
$
|
1,553
|
|
Fair value of plan assets
|
1,044
|
|
|
1,188
|
|
|
December 29, 2018
|
|
December 30, 2017
|
||
Discount rate
|
4.2
|
%
|
|
3.5
|
%
|
Health care cost trend rate assumed for next year
|
6.7
|
%
|
|
6.7
|
%
|
Ultimate trend rate
|
4.9
|
%
|
|
4.9
|
%
|
|
One-Percentage-Point
|
||||||
|
Increase
|
|
(Decrease)
|
||||
Effect on annual service and interest cost
|
$
|
3
|
|
|
$
|
(3
|
)
|
Effect on postretirement benefit obligation
|
48
|
|
|
(41
|
)
|
|
|
|
|
|
As Restated
|
||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
Service cost
|
$
|
8
|
|
|
$
|
10
|
|
|
$
|
12
|
|
Interest cost
|
45
|
|
|
49
|
|
|
52
|
|
|||
Expected return on plan assets
|
(50
|
)
|
|
—
|
|
|
—
|
|
|||
Amortization of prior service costs/(credits)
|
(311
|
)
|
|
(328
|
)
|
|
(355
|
)
|
|||
Amortization of unrecognized losses/(gains)
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Curtailments
|
—
|
|
|
(177
|
)
|
|
—
|
|
|||
Net postretirement cost/(benefit)
|
$
|
(308
|
)
|
|
$
|
(446
|
)
|
|
$
|
(292
|
)
|
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
|||
Discount rate - Service cost
|
3.6
|
%
|
|
4.0
|
%
|
|
4.3
|
%
|
Discount rate - Interest cost
|
3.0
|
%
|
|
3.0
|
%
|
|
3.0
|
%
|
Expected rate of return on plan assets
|
4.4
|
%
|
|
—
|
%
|
|
—
|
%
|
Health care cost trend rate
|
6.7
|
%
|
|
6.3
|
%
|
|
6.5
|
%
|
|
December 29, 2018
|
|
December 30, 2017
|
||
Fixed-income securities
|
65
|
%
|
|
—
|
%
|
Equity securities
|
27
|
%
|
|
—
|
%
|
Cash and cash equivalents
|
8
|
%
|
|
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) |
||||||||
Government bonds
|
$
|
26
|
|
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Corporate bonds and other fixed-income securities
|
567
|
|
|
—
|
|
|
567
|
|
|
—
|
|
||||
Total fixed-income securities
|
593
|
|
|
26
|
|
|
567
|
|
|
—
|
|
||||
Equity securities
|
146
|
|
|
146
|
|
|
—
|
|
|
—
|
|
||||
Fair value excluding investments measured at net asset value
|
739
|
|
|
172
|
|
|
567
|
|
|
—
|
|
||||
Investments measured at net asset value
|
305
|
|
|
|
|
|
|
|
|||||||
Total plan assets at fair value
|
$
|
1,044
|
|
|
|
|
|
|
|
•
|
Pooled funds.
The fair values of participation units held in collective trusts are based on their net asset values, as reported by the managers of the collective trusts and as supported by the unit prices of actual purchase and sale transactions occurring as of or close to the financial statement date. The fair value of these investments measured at net asset value is excluded from the fair value hierarchy. Investments in the collective trusts can be redeemed on each business day based upon the applicable net asset value per unit. Investments in the international large/mid cap equity collective trust can be redeemed on the last business day of each month and at least one business day during the month.
|
•
|
Short-term investments.
Short-term investments largely consist of a money market fund, the fair value of which is based on the net asset value reported by the manager of the fund and supported by the unit prices of actual purchase and sale transactions. The fair value of these investments measured at net asset value is excluded from the fair value hierarchy. The money market fund is designed to provide safety of principal, daily liquidity, and a competitive yield by investing in high quality money market instruments. The investment objective of the money market fund is to provide the highest possible level of current income while still maintaining liquidity and preserving capital.
|
2019
|
$
|
131
|
|
2020
|
127
|
|
|
2021
|
120
|
|
|
2022
|
114
|
|
|
2023
|
107
|
|
|
2024-2028
|
440
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
|
Total
|
||||||||||||||||||
|
December 29, 2018
|
|
December 30, 2017
|
|
December 29, 2018
|
|
December 30, 2017
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||||||||
Net actuarial gain/(loss)
|
$
|
175
|
|
|
$
|
13
|
|
|
$
|
177
|
|
|
$
|
111
|
|
|
$
|
352
|
|
|
$
|
124
|
|
Prior service credit/(cost)
|
(14
|
)
|
|
1
|
|
|
458
|
|
|
748
|
|
|
444
|
|
|
749
|
|
||||||
|
$
|
161
|
|
|
$
|
14
|
|
|
$
|
635
|
|
|
$
|
859
|
|
|
$
|
796
|
|
|
$
|
873
|
|
|
|
|
|
|
As Restated
|
||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
Net postemployment benefit gains/(losses) arising during the period:
|
|
|
|
|
|
||||||
Net actuarial gains/(losses) arising during the period - Pension Benefits
|
$
|
8
|
|
|
$
|
45
|
|
|
$
|
(73
|
)
|
Net actuarial gains/(losses) arising during the period - Postretirement Benefits
|
66
|
|
|
71
|
|
|
(5
|
)
|
|||
Prior service credits/(costs) arising during the period - Pension Benefits
|
(15
|
)
|
|
1
|
|
|
—
|
|
|||
Prior service credits/(costs) arising during the period - Postretirement Benefits
|
21
|
|
|
24
|
|
|
51
|
|
|||
|
80
|
|
|
141
|
|
|
(27
|
)
|
|||
Tax benefit/(expense)
|
(19
|
)
|
|
(55
|
)
|
|
18
|
|
|||
|
$
|
61
|
|
|
$
|
86
|
|
|
$
|
(9
|
)
|
|
|
|
|
|
|
||||||
Reclassification of net postemployment benefit losses/(gains) to net income/(loss):
|
|
|
|
|
|
||||||
Amortization of unrecognized losses/(gains) - Pension Benefits
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
—
|
|
Amortization of unrecognized losses/(gains) - Postretirement Benefits
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Amortization of prior service costs/(credits) - Postretirement Benefits
|
(311
|
)
|
|
(328
|
)
|
|
(355
|
)
|
|||
Net settlement and curtailment losses/(gains) - Pension Benefits
|
153
|
|
|
2
|
|
|
25
|
|
|||
Net settlement and curtailment losses/(gains) - Postretirement Benefits
|
—
|
|
|
(177
|
)
|
|
—
|
|
|||
|
(156
|
)
|
|
(502
|
)
|
|
(331
|
)
|
|||
Tax benefit/(expense)
|
38
|
|
|
193
|
|
|
127
|
|
|||
|
$
|
(118
|
)
|
|
$
|
(309
|
)
|
|
$
|
(204
|
)
|
|
Notional Amount
|
||||||
|
December 29, 2018
|
|
December 30, 2017
|
||||
Commodity contracts
|
$
|
478
|
|
|
$
|
272
|
|
Foreign exchange contracts
|
3,263
|
|
|
2,876
|
|
||
Cross-currency contracts
|
10,146
|
|
|
3,161
|
|
|
December 29, 2018
|
||||||||||||||||||||||
|
Quoted Prices in Active Markets for Identical Assets and Liabilities
(Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
|
Total Fair Value
|
||||||||||||||||||
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts
(a)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
51
|
|
|
$
|
26
|
|
|
$
|
51
|
|
|
$
|
26
|
|
Cross-currency contracts
(b)
|
—
|
|
|
—
|
|
|
139
|
|
|
3
|
|
|
139
|
|
|
3
|
|
||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity contracts
(c)
|
5
|
|
|
27
|
|
|
—
|
|
|
2
|
|
|
5
|
|
|
29
|
|
||||||
Foreign exchange contracts
(c)
|
—
|
|
|
—
|
|
|
5
|
|
|
42
|
|
|
5
|
|
|
42
|
|
||||||
Cross-currency contracts
(b)
|
—
|
|
|
—
|
|
|
557
|
|
|
119
|
|
|
557
|
|
|
119
|
|
||||||
Total fair value
|
$
|
5
|
|
|
$
|
27
|
|
|
$
|
752
|
|
|
$
|
192
|
|
|
$
|
757
|
|
|
$
|
219
|
|
(a)
|
The fair value of derivative assets was recorded in other current assets and the fair value of derivative liabilities was recorded in other current liabilities.
|
(b)
|
The fair value of derivative assets was recorded in other current assets (
$557 million
) and other non-current assets (
$139 million
), and the fair value of derivative liabilities was recorded within other current liabilities (
$119 million
) and other non-current liabilities (
$3 million
).
|
(c)
|
The fair value of derivative assets was recorded in other current assets and the fair value of derivative liabilities was recorded in other current liabilities.
|
|
December 30, 2017
|
||||||||||||||||||||||
|
Quoted Prices in Active Markets for Identical Assets and Liabilities
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Total Fair Value
|
||||||||||||||||||
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts
(a)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
42
|
|
|
$
|
8
|
|
|
$
|
42
|
|
Cross-currency contracts
(b)
|
—
|
|
|
—
|
|
|
344
|
|
|
—
|
|
|
344
|
|
|
—
|
|
||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity contracts
(c)
|
4
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
8
|
|
||||||
Foreign exchange contracts
(c)
|
—
|
|
|
—
|
|
|
17
|
|
|
3
|
|
|
17
|
|
|
3
|
|
||||||
Cross-currency contracts
(b)
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
19
|
|
|
—
|
|
||||||
Total fair value
|
$
|
4
|
|
|
$
|
8
|
|
|
$
|
388
|
|
|
$
|
45
|
|
|
$
|
392
|
|
|
$
|
53
|
|
(a)
|
The fair value of derivative assets was recorded in other current assets and the fair value of derivative liabilities was recorded in other current liabilities (
$41 million
) and other non-current liabilities (
$1 million
).
|
(b)
|
The fair value of our derivative assets was recorded in other non-current assets.
|
(c)
|
The fair value of derivative assets was recorded in other current assets and the fair value of derivative liabilities was recorded in other current liabilities.
|
•
|
Non-derivative foreign denominated debt with principal amounts of
€2,550 million
and
£400 million
;
|
•
|
Cross-currency contracts with notional amounts of
£1.0 billion
(
$1.4 billion
),
C$2.1 billion
(
$1.6 billion
), and
¥9.6 billion
(
$85 million
); and
|
•
|
Foreign exchange contracts, including contracts denominated in:
|
◦
|
Chinese renminbi with an aggregate notional amount of
$127 million
,
|
◦
|
Euros with an aggregate notional amount of
$264 million
, and
|
◦
|
Indian rupees with an aggregate notional amount of
$279 million
.
|
Accumulated Other Comprehensive Income/(Losses) Component
|
|
Gains/(Losses) Recognized in Other Comprehensive Income/(Losses) Related to Derivatives Designated as Hedging Instruments
|
|
Location of Gains/(Losses) When Reclassified to Net Income/(Loss)
|
||||||||||
|
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
|
|
||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange contracts
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
3
|
|
|
Net sales
|
Foreign exchange contracts
|
|
64
|
|
|
(42
|
)
|
|
6
|
|
|
Cost of products sold
|
|||
Foreign exchange contracts (excluded component)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
Cost of products sold
|
|||
Foreign exchange contracts
|
|
56
|
|
|
(82
|
)
|
|
39
|
|
|
Other expense/(income), net
|
|||
Foreign exchange contracts (excluded component)
|
|
3
|
|
|
—
|
|
|
—
|
|
|
Other expense/(income), net
|
|||
Interest rate contracts
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
Interest expense
|
|||
Cross-currency contracts
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
Other expense/(income), net
|
|||
Cross-currency contracts (excluded component)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
Other expense/(income), net
|
|||
Net investment hedges:
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange contracts
|
|
(11
|
)
|
|
(23
|
)
|
|
45
|
|
|
SG&A
|
|||
Foreign exchange contracts (excluded component)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
Interest expense
|
|||
Cross-currency contracts
|
|
214
|
|
|
(184
|
)
|
|
147
|
|
|
SG&A
|
|||
Cross-currency contracts (excluded component)
|
|
13
|
|
|
—
|
|
|
—
|
|
|
Interest expense
|
|||
Total gains/(losses) recognized in statements of comprehensive income
|
|
$
|
331
|
|
|
$
|
(330
|
)
|
|
$
|
232
|
|
|
|
|
December 29,
2018 |
||||||||||
|
Cost of products sold
|
|
Interest expense
|
|
Other expense/ (income), net
|
||||||
Total amounts presented in the consolidated statements of income in which the following effects were recorded
|
$
|
17,347
|
|
|
$
|
1,284
|
|
|
$
|
(183
|
)
|
|
|
|
|
|
|
||||||
Gains/(losses) related to derivatives designated as hedging instruments:
|
|
|
|
|
|
||||||
Cash flow hedges:
|
|
|
|
|
|
||||||
Foreign exchange contracts
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
56
|
|
Foreign exchange contracts (excluded component)
|
(2
|
)
|
|
—
|
|
|
3
|
|
|||
Interest rate contracts
|
—
|
|
|
(4
|
)
|
|
—
|
|
|||
Cross-currency contracts
|
—
|
|
|
—
|
|
|
(7
|
)
|
|||
Cross-currency contracts (excluded component)
|
—
|
|
|
—
|
|
|
1
|
|
|||
Net investment hedges:
|
|
|
|
|
|
||||||
Foreign exchange contracts (excluded component)
|
—
|
|
|
(3
|
)
|
|
—
|
|
|||
Cross-currency contracts (excluded component)
|
—
|
|
|
13
|
|
|
—
|
|
|||
Gains/(losses) related to derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||||
Commodity contracts
|
(44
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign exchange contracts
|
—
|
|
|
—
|
|
|
(84
|
)
|
|||
Cross-currency contracts
|
—
|
|
|
—
|
|
|
4
|
|
|||
Total gains/(losses) recognized in statements of income
|
$
|
(48
|
)
|
|
$
|
6
|
|
|
$
|
(27
|
)
|
|
December 30,
2017 |
|
December 31,
2016 |
||||||||||||||||||||||||
|
Cost of products sold
|
|
Interest expense
|
|
Other expense/ (income), net
|
|
Net sales
|
|
Cost of products sold
|
|
Interest expense
|
|
Other expense/ (income), net
|
||||||||||||||
Total amounts presented in the consolidated statements of income in which the following effects were recorded (As Restated & Recast)
|
$
|
17,043
|
|
|
$
|
1,234
|
|
|
$
|
(627
|
)
|
|
$
|
26,300
|
|
|
$
|
17,154
|
|
|
$
|
1,134
|
|
|
$
|
(472
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gains/(losses) related to derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Foreign exchange contracts
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(81
|
)
|
|
$
|
6
|
|
|
$
|
41
|
|
|
$
|
—
|
|
|
$
|
38
|
|
Interest rate contracts
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|||||||
Gains/(losses) related to derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commodity contracts
|
(37
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|||||||
Foreign exchange contracts
|
—
|
|
|
—
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(63
|
)
|
|||||||
Cross-currency contracts
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||||
Total gains/(losses) recognized in statements of income
|
$
|
(37
|
)
|
|
$
|
(4
|
)
|
|
$
|
(29
|
)
|
|
$
|
6
|
|
|
$
|
50
|
|
|
$
|
(4
|
)
|
|
$
|
(28
|
)
|
|
Foreign Currency Translation Adjustments
|
|
Net Postemployment Benefit Plan Adjustments
|
|
Net Cash Flow Hedge Adjustments
|
|
Total
|
||||||||
Balance as of January 3, 2016 (As Restated)
|
$
|
(1,654
|
)
|
|
$
|
985
|
|
|
$
|
53
|
|
|
$
|
(616
|
)
|
Foreign currency translation adjustments
|
(985
|
)
|
|
—
|
|
|
—
|
|
|
(985
|
)
|
||||
Net deferred gains/(losses) on net investment hedges
|
226
|
|
|
—
|
|
|
—
|
|
|
226
|
|
||||
Net deferred gains/(losses) on cash flow hedges
|
—
|
|
|
—
|
|
|
46
|
|
|
46
|
|
||||
Net deferred losses/(gains) on cash flow hedges reclassified to net income/(loss)
|
—
|
|
|
—
|
|
|
(87
|
)
|
|
(87
|
)
|
||||
Net postemployment benefit gains/(losses) arising during the period
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
||||
Net postemployment benefit losses/(gains) reclassified to net income/(loss)
|
—
|
|
|
(204
|
)
|
|
—
|
|
|
(204
|
)
|
||||
Total other comprehensive income/(loss)
|
(759
|
)
|
|
(213
|
)
|
|
(41
|
)
|
|
(1,013
|
)
|
||||
Balance as of December 31, 2016
(As Restated)
|
(2,413
|
)
|
|
772
|
|
|
12
|
|
|
(1,629
|
)
|
||||
Foreign currency translation adjustments
|
1,179
|
|
|
—
|
|
|
—
|
|
|
1,179
|
|
||||
Net deferred gains/(losses) on net investment hedges
|
(353
|
)
|
|
—
|
|
|
—
|
|
|
(353
|
)
|
||||
Net deferred gains/(losses) on cash flow hedges
|
—
|
|
|
—
|
|
|
(113
|
)
|
|
(113
|
)
|
||||
Net deferred losses/(gains) on cash flow hedges reclassified to net income/(loss)
|
—
|
|
|
—
|
|
|
85
|
|
|
85
|
|
||||
Net postemployment benefit gains/(losses) arising during the period
|
—
|
|
|
86
|
|
|
—
|
|
|
86
|
|
||||
Net postemployment benefit losses/(gains) reclassified to net income/(loss)
|
—
|
|
|
(309
|
)
|
|
—
|
|
|
(309
|
)
|
||||
Total other comprehensive income/(loss)
|
826
|
|
|
(223
|
)
|
|
(28
|
)
|
|
575
|
|
||||
Balance as of December 30, 2017
(As Restated)
|
(1,587
|
)
|
|
549
|
|
|
(16
|
)
|
|
(1,054
|
)
|
||||
Foreign currency translation adjustments
|
(1,173
|
)
|
|
—
|
|
|
—
|
|
|
(1,173
|
)
|
||||
Net deferred gains/(losses) on net investment hedges
|
284
|
|
|
—
|
|
|
—
|
|
|
284
|
|
||||
Amounts excluded from the effectiveness assessment of net investment hedges
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||
Net deferred losses/(gains) on net investment hedges reclassified to net income/(loss)
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
||||
Net deferred gains/(losses) on cash flow hedges
|
—
|
|
|
—
|
|
|
99
|
|
|
99
|
|
||||
Amounts excluded from the effectiveness assessment of cash flow hedges
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||
Net deferred losses/(gains) on cash flow hedges reclassified to net income/(loss)
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
(44
|
)
|
||||
Net postemployment benefit gains/(losses) arising during the period
|
—
|
|
|
61
|
|
|
—
|
|
|
61
|
|
||||
Net postemployment benefit losses/(gains) reclassified to net income/(loss)
|
—
|
|
|
(118
|
)
|
|
—
|
|
|
(118
|
)
|
||||
Total other comprehensive income/(loss)
|
(889
|
)
|
|
(57
|
)
|
|
57
|
|
|
(889
|
)
|
||||
Balance as of December 29, 2018
|
$
|
(2,476
|
)
|
|
$
|
492
|
|
|
$
|
41
|
|
|
$
|
(1,943
|
)
|
|
|
|
|
|
|
|
As Restated
|
||||||||||||||||||||||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||||||||||||||||||||||||||
|
Before Tax Amount
|
|
Tax
|
|
Net of Tax Amount
|
|
Before Tax Amount
|
|
Tax
|
|
Net of Tax Amount
|
|
Before Tax Amount
|
|
Tax
|
|
Net of Tax Amount
|
||||||||||||||||||
Foreign currency translation adjustments
|
$
|
(1,173
|
)
|
|
$
|
—
|
|
|
$
|
(1,173
|
)
|
|
$
|
1,179
|
|
|
$
|
—
|
|
|
$
|
1,179
|
|
|
$
|
(985
|
)
|
|
$
|
—
|
|
|
$
|
(985
|
)
|
Net deferred gains/(losses) on net investment hedges
|
377
|
|
|
(93
|
)
|
|
284
|
|
|
(632
|
)
|
|
279
|
|
|
(353
|
)
|
|
426
|
|
|
(200
|
)
|
|
226
|
|
|||||||||
Amounts excluded from the effectiveness assessment of net investment hedges
|
10
|
|
|
(3
|
)
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net deferred losses/(gains) on net investment hedges reclassified to net income/(loss)
|
(10
|
)
|
|
3
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net deferred gains/(losses) on cash flow hedges
|
116
|
|
|
(17
|
)
|
|
99
|
|
|
(123
|
)
|
|
10
|
|
|
(113
|
)
|
|
40
|
|
|
6
|
|
|
46
|
|
|||||||||
Amounts excluded from the effectiveness assessment of cash flow hedges
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net deferred losses/(gains) on cash flow hedges reclassified to net income/(loss)
|
(45
|
)
|
|
1
|
|
|
(44
|
)
|
|
85
|
|
|
—
|
|
|
85
|
|
|
(81
|
)
|
|
(6
|
)
|
|
(87
|
)
|
|||||||||
Net actuarial gains/(losses) arising during the period
|
74
|
|
|
(16
|
)
|
|
58
|
|
|
116
|
|
|
(47
|
)
|
|
69
|
|
|
(78
|
)
|
|
38
|
|
|
(40
|
)
|
|||||||||
Prior service credits/(costs) arising during the period
|
6
|
|
|
(3
|
)
|
|
3
|
|
|
25
|
|
|
(8
|
)
|
|
17
|
|
|
51
|
|
|
(20
|
)
|
|
31
|
|
|||||||||
Net postemployment benefit losses/(gains) reclassified to net income/(loss)
|
(156
|
)
|
|
38
|
|
|
(118
|
)
|
|
(502
|
)
|
|
193
|
|
|
(309
|
)
|
|
(331
|
)
|
|
127
|
|
|
(204
|
)
|
Accumulated Other Comprehensive Income/(Losses) Component
|
|
Reclassified from Accumulated Other Comprehensive Income/(Losses) to Net Income/(Loss)
|
|
Affected Line Item in the Statements of Income
|
||||||||||
|
|
|
|
|
|
As Restated
|
|
|
||||||
|
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
|
|
||||||
Losses/(gains) on net investment hedges:
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange contracts
(a)
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Interest expense
|
Cross-currency contracts
(a)
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
Interest expense
|
|||
Losses/(gains) on cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange contracts
(b)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
Net sales
|
|||
Foreign exchange contracts
(b)
|
|
4
|
|
|
—
|
|
|
(41
|
)
|
|
Cost of products sold
|
|||
Foreign exchange contracts
(b)
|
|
(59
|
)
|
|
81
|
|
|
(38
|
)
|
|
Other expense/(income), net
|
|||
Cross-currency contracts
(a)
|
|
6
|
|
|
—
|
|
|
—
|
|
|
Other expense/(income), net
|
|||
Interest rate contracts
(c)
|
|
4
|
|
|
4
|
|
|
4
|
|
|
Interest expense
|
|||
Losses/(gains) on hedges before income taxes
|
|
(55
|
)
|
|
85
|
|
|
(81
|
)
|
|
|
|||
Losses/(gains) on hedges, income taxes
|
|
4
|
|
|
—
|
|
|
(6
|
)
|
|
|
|||
Losses/(gains) on hedges
|
|
$
|
(51
|
)
|
|
$
|
85
|
|
|
$
|
(87
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Losses/(gains) on postemployment benefits:
|
|
|
|
|
|
|
|
|
||||||
Amortization of unrecognized losses/(gains)
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
(d)
|
Amortization of prior service costs/(credits)
|
|
(311
|
)
|
|
(328
|
)
|
|
(355
|
)
|
|
(d)
|
|||
Settlement and curtailment losses/(gains)
|
|
153
|
|
|
(175
|
)
|
|
25
|
|
|
(d)
|
|||
Losses/(gains) on postemployment benefits before income taxes
|
|
(156
|
)
|
|
(502
|
)
|
|
(331
|
)
|
|
|
|||
Losses/(gains) on postemployment benefits, income taxes
|
|
38
|
|
|
193
|
|
|
127
|
|
|
|
|||
Losses/(gains) on postemployment benefits
|
|
$
|
(118
|
)
|
|
$
|
(309
|
)
|
|
$
|
(204
|
)
|
|
|
(a)
|
Represents recognition of the excluded component in net income/(loss).
|
(b)
|
Includes amortization of the excluded component and the effective portion of the related hedges.
|
(c)
|
Represents amortization of realized hedge losses that were deferred into accumulated other comprehensive income/(losses) through the maturity of the related long-term debt instruments.
|
(d)
|
These components are included in the computation of net periodic postemployment benefit costs. See Note 13,
Postemployment Benefits
, for additional information.
|
2019
|
$
|
185
|
|
2020
|
137
|
|
|
2021
|
105
|
|
|
2022
|
70
|
|
|
2023
|
49
|
|
|
Thereafter
|
148
|
|
|
Total
|
$
|
694
|
|
2019
|
$
|
1,569
|
|
2020
|
757
|
|
|
2021
|
405
|
|
|
2022
|
287
|
|
|
2023
|
210
|
|
|
Thereafter
|
217
|
|
|
Total
|
$
|
3,445
|
|
|
|
Priority
(a)
|
|
Maturity Dates
|
|
Interest Rates
(b)
|
|
Carrying Values
|
||||||
|
|
|
|
|
|
|
|
|
|
As Restated
|
||||
|
|
|
|
|
|
|
|
December 29, 2018
|
|
December 30, 2017
|
||||
|
|
|
|
|
|
|
|
(in millions)
|
||||||
U.S. dollar notes:
|
|
|
|
|
|
|
|
|
|
|
||||
2025 Notes
(c)
|
|
Senior Secured Notes
|
|
February 15, 2025
|
|
4.875%
|
|
$
|
1,193
|
|
|
$
|
1,192
|
|
Other U.S. dollar notes
(d)(e)
|
|
Senior Notes
|
|
2019-2046
|
|
2.800% - 7.125%
|
|
25,551
|
|
|
25,165
|
|
||
Euro notes
(d)
|
|
Senior Notes
|
|
2023-2028
|
|
1.500% - 2.250%
|
|
2,899
|
|
|
3,038
|
|
||
Canadian dollar notes
(f)
|
|
Senior Notes
|
|
July 6, 2020
|
|
2.700% - 3.128%
|
|
586
|
|
|
794
|
|
||
British pound sterling notes:
|
|
|
|
|
|
|
|
|
|
|
||||
2030 Notes
(g)
|
|
Senior Secured Notes
|
|
February 18, 2030
|
|
6.250%
|
|
165
|
|
|
176
|
|
||
Other British pound sterling notes
(d)
|
|
Senior Notes
|
|
July 1, 2027
|
|
4.125%
|
|
504
|
|
|
536
|
|
||
Other long-term debt
|
|
Various
|
|
2019-2035
|
|
0.800% - 5.500%
|
|
50
|
|
|
56
|
|
||
Capital lease obligations
|
|
|
|
|
|
|
|
199
|
|
|
84
|
|
||
Total long-term debt
|
|
|
|
|
|
|
|
31,147
|
|
|
31,041
|
|
||
Current portion of long-term debt
|
|
|
|
|
|
|
|
377
|
|
|
2,733
|
|
||
Long-term debt, excluding current portion
|
|
|
|
|
|
|
|
$
|
30,770
|
|
|
$
|
28,308
|
|
(a)
|
Priority of debt indicates the order which debt would be paid if all debt obligations were due on the same day. Senior secured debt takes priority over unsecured debt. Senior debt has greater seniority than subordinated debt.
|
(b)
|
Floating interest rates are stated as of December 29, 2018.
|
(c)
|
The
4.875%
Second Lien Senior Secured Notes due February 15, 2025 (the “2025 Notes”) are senior in right of payment of existing and future unsecured and subordinated indebtedness. Kraft Heinz fully and unconditionally guarantees these notes.
|
(d)
|
Kraft Heinz fully and unconditionally guarantees these notes, which were issued by KHFC.
|
(e)
|
Includes current year issuances (the “New Notes”) described below.
|
(f)
|
Kraft Heinz fully and unconditionally guarantees these notes, which were issued by Kraft Heinz Canada ULC (formerly Kraft Canada Inc.).
|
(g)
|
The
6.250%
Pound Sterling Senior Secured Notes due February 18, 2030 (the “2030 Notes”) were issued by H.J. Heinz Finance UK Plc. Kraft Heinz and KHFC fully and unconditionally guarantee the 2030 Notes. This guarantee is secured and senior in right of payment of existing and future unsecured and subordinated indebtedness. Kraft Heinz became guarantor of the 2030 Notes in connection with the 2015 Merger. The 2030 Notes were previously only guaranteed by KHFC.
|
2019
|
$
|
355
|
|
2020
|
2,992
|
|
|
2021
|
990
|
|
|
2022
|
3,508
|
|
|
2023
|
2,460
|
|
|
Thereafter
|
20,329
|
|
|
Shares Issued
|
|
Treasury Shares
|
|
Shares Outstanding
|
|||
Balance at January 3, 2016
|
1,214
|
|
|
—
|
|
|
1,214
|
|
Exercise of stock options, issuance of other stock awards, and other
|
5
|
|
|
(2
|
)
|
|
3
|
|
Balance at December 31, 2016
|
1,219
|
|
|
(2
|
)
|
|
1,217
|
|
Exercise of stock options, issuance of other stock awards, and other
|
2
|
|
|
—
|
|
|
2
|
|
Balance at December 30, 2017
|
1,221
|
|
|
(2
|
)
|
|
1,219
|
|
Exercise of stock options, issuance of other stock awards, and other
|
3
|
|
|
(2
|
)
|
|
1
|
|
Balance at December 29, 2018
|
1,224
|
|
|
(4
|
)
|
|
1,220
|
|
|
|
|
As Restated
|
||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
|
(in millions, except per share data)
|
||||||||||
Basic Earnings Per Common Share:
|
|
|
|
|
|
||||||
Net income/(loss) attributable to common shareholders
|
$
|
(10,192
|
)
|
|
$
|
10,941
|
|
|
$
|
3,416
|
|
Weighted average shares of common stock outstanding
|
1,219
|
|
|
1,218
|
|
|
1,217
|
|
|||
Net earnings/(loss)
|
$
|
(8.36
|
)
|
|
$
|
8.98
|
|
|
$
|
2.81
|
|
Diluted Earnings Per Common Share:
|
|
|
|
|
|
||||||
Net income/(loss) attributable to common shareholders
|
$
|
(10,192
|
)
|
|
$
|
10,941
|
|
|
$
|
3,416
|
|
Weighted average shares of common stock outstanding
|
1,219
|
|
|
1,218
|
|
|
1,217
|
|
|||
Effect of dilutive equity awards
|
—
|
|
|
10
|
|
|
9
|
|
|||
Weighted average shares of common stock outstanding, including dilutive effect
|
1,219
|
|
|
1,228
|
|
|
1,226
|
|
|||
Net earnings/(loss)
|
$
|
(8.36
|
)
|
|
$
|
8.91
|
|
|
$
|
2.78
|
|
|
|
|
As Restated
|
||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
Net sales:
|
|
|
|
|
|
||||||
United States
|
$
|
18,122
|
|
|
$
|
18,230
|
|
|
$
|
18,469
|
|
Canada
|
2,173
|
|
|
2,177
|
|
|
2,302
|
|
|||
EMEA
|
2,718
|
|
|
2,585
|
|
|
2,586
|
|
|||
Rest of World
|
3,255
|
|
|
3,084
|
|
|
2,943
|
|
|||
Total net sales
|
$
|
26,268
|
|
|
$
|
26,076
|
|
|
$
|
26,300
|
|
|
|
|
As Restated & Recast
|
||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
Segment Adjusted EBITDA:
|
|
|
|
|
|
||||||
United States
|
$
|
5,218
|
|
|
$
|
5,873
|
|
|
$
|
5,744
|
|
Canada
|
608
|
|
|
636
|
|
|
632
|
|
|||
EMEA
|
724
|
|
|
673
|
|
|
741
|
|
|||
Rest of World
|
635
|
|
|
590
|
|
|
621
|
|
|||
General corporate expenses
|
(161
|
)
|
|
(108
|
)
|
|
(164
|
)
|
|||
Depreciation and amortization (excluding integration and restructuring expenses)
|
(919
|
)
|
|
(907
|
)
|
|
(875
|
)
|
|||
Integration and restructuring expenses
|
(297
|
)
|
|
(583
|
)
|
|
(992
|
)
|
|||
Deal costs
|
(23
|
)
|
|
—
|
|
|
(30
|
)
|
|||
Unrealized gains/(losses) on commodity hedges
|
(21
|
)
|
|
(19
|
)
|
|
38
|
|
|||
Impairment losses
|
(15,936
|
)
|
|
(49
|
)
|
|
(71
|
)
|
|||
Gains/(losses) on sale of business
|
(15
|
)
|
|
—
|
|
|
—
|
|
|||
Nonmonetary currency devaluation
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||
Equity award compensation expense (excluding integration and restructuring expenses)
|
(33
|
)
|
|
(49
|
)
|
|
(39
|
)
|
|||
Operating income/(loss)
|
(10,220
|
)
|
|
6,057
|
|
|
5,601
|
|
|||
Interest expense
|
1,284
|
|
|
1,234
|
|
|
1,134
|
|
|||
Other expense/(income), net
|
(183
|
)
|
|
(627
|
)
|
|
(472
|
)
|
|||
Income/(loss) before income taxes
|
$
|
(11,321
|
)
|
|
$
|
5,450
|
|
|
$
|
4,939
|
|
|
|
|
As Restated
|
||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
Depreciation and amortization expense:
|
|
|
|
|
|
||||||
United States
|
$
|
626
|
|
|
$
|
658
|
|
|
$
|
966
|
|
Canada
|
39
|
|
|
48
|
|
|
56
|
|
|||
EMEA
|
102
|
|
|
99
|
|
|
87
|
|
|||
Rest of World
|
119
|
|
|
98
|
|
|
84
|
|
|||
General corporate expenses
|
97
|
|
|
128
|
|
|
144
|
|
|||
Total depreciation and amortization expense
|
$
|
983
|
|
|
$
|
1,031
|
|
|
$
|
1,337
|
|
|
|
|
As Restated
|
|
|
||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
Capital expenditures:
|
|
|
|
|
|
||||||
United States
|
$
|
388
|
|
|
$
|
764
|
|
|
$
|
843
|
|
Canada
|
21
|
|
|
42
|
|
|
30
|
|
|||
EMEA
|
124
|
|
|
127
|
|
|
115
|
|
|||
Rest of World
|
236
|
|
|
184
|
|
|
96
|
|
|||
General corporate expenses
|
57
|
|
|
77
|
|
|
163
|
|
|||
Total capital expenditures
|
$
|
826
|
|
|
$
|
1,194
|
|
|
$
|
1,247
|
|
|
|
|
As Restated
|
||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
Condiments and sauces
|
$
|
6,752
|
|
|
$
|
6,429
|
|
|
$
|
6,297
|
|
Cheese and dairy
|
5,287
|
|
|
5,409
|
|
|
5,537
|
|
|||
Ambient foods
|
2,576
|
|
|
2,564
|
|
|
2,488
|
|
|||
Frozen and chilled foods
|
2,548
|
|
|
2,578
|
|
|
2,577
|
|
|||
Meats and seafood
|
2,505
|
|
|
2,567
|
|
|
2,659
|
|
|||
Refreshment beverages
|
1,507
|
|
|
1,506
|
|
|
1,517
|
|
|||
Coffee
|
1,438
|
|
|
1,422
|
|
|
1,489
|
|
|||
Infant and nutrition
|
756
|
|
|
755
|
|
|
761
|
|
|||
Desserts, toppings and baking
|
1,038
|
|
|
1,033
|
|
|
1,054
|
|
|||
Nuts and salted snacks
|
967
|
|
|
970
|
|
|
1,069
|
|
|||
Other
|
894
|
|
|
843
|
|
|
852
|
|
|||
Total net sales
|
$
|
26,268
|
|
|
$
|
26,076
|
|
|
$
|
26,300
|
|
|
|
|
As Restated
|
||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
Net sales:
|
|
|
|
|
|
||||||
United States
|
$
|
18,218
|
|
|
$
|
18,324
|
|
|
$
|
18,556
|
|
Canada
|
2,173
|
|
|
2,177
|
|
|
2,302
|
|
|||
United Kingdom
|
1,071
|
|
|
1,018
|
|
|
1,053
|
|
|||
Other
|
4,806
|
|
|
4,557
|
|
|
4,389
|
|
|||
Total net sales
|
$
|
26,268
|
|
|
$
|
26,076
|
|
|
$
|
26,300
|
|
|
|
|
As Restated
|
||||
|
December 29,
2018 |
|
December 30,
2017 |
||||
Long-lived assets:
|
|
|
|
||||
United States
|
$
|
79,057
|
|
|
$
|
92,504
|
|
United Kingdom
|
4,996
|
|
|
6,226
|
|
||
Canada
|
3,620
|
|
|
6,585
|
|
||
Other
|
5,376
|
|
|
6,003
|
|
||
Total long-lived assets
|
$
|
93,049
|
|
|
$
|
111,318
|
|
|
2018 Quarters
|
||||||||||||||
|
|
|
As Restated
|
||||||||||||
|
Fourth
|
|
Third
|
|
Second
|
|
First
|
||||||||
|
(in millions, except per share data)
|
||||||||||||||
Net sales
|
$
|
6,891
|
|
|
$
|
6,383
|
|
|
$
|
6,690
|
|
|
$
|
6,304
|
|
Gross profit
|
2,216
|
|
|
2,094
|
|
|
2,347
|
|
|
2,264
|
|
||||
Net income/(loss)
|
(12,628
|
)
|
|
618
|
|
|
753
|
|
|
1,003
|
|
||||
Net income/(loss) attributable to common shareholders
|
(12,568
|
)
|
|
619
|
|
|
754
|
|
|
1,003
|
|
||||
Per share data applicable to common shareholders:
|
|
|
|
|
|
|
|
||||||||
Basic earnings/(loss)
|
(10.30
|
)
|
|
0.51
|
|
|
0.62
|
|
|
0.82
|
|
||||
Diluted earnings/(loss)
|
(10.30
|
)
|
|
0.50
|
|
|
0.62
|
|
|
0.82
|
|
|
2017 Quarters
|
||||||||||||||
|
As Restated & Recast
|
||||||||||||||
|
Fourth
|
|
Third
|
|
Second
|
|
First
|
||||||||
|
(in millions, except per share data)
|
||||||||||||||
Net sales
|
$
|
6,841
|
|
|
$
|
6,279
|
|
|
$
|
6,634
|
|
|
$
|
6,322
|
|
Gross profit
|
2,287
|
|
|
2,156
|
|
|
2,407
|
|
|
2,183
|
|
||||
Net income/(loss)
|
7,982
|
|
|
912
|
|
|
1,157
|
|
|
881
|
|
||||
Net income/(loss) attributable to common shareholders
|
7,989
|
|
|
913
|
|
|
1,156
|
|
|
883
|
|
||||
Per share data applicable to common shareholders:
|
|
|
|
|
|
|
|
||||||||
Basic earnings/(loss)
|
6.55
|
|
|
0.75
|
|
|
0.95
|
|
|
0.73
|
|
||||
Diluted earnings/(loss)
|
6.50
|
|
|
0.74
|
|
|
0.94
|
|
|
0.72
|
|
|
|
|
As Restated
|
||||||||||||||||||||
|
December 29, 2018
|
|
September 29,
2018
|
|
June 30,
2018 |
|
March 31, 2018
|
||||||||||||||||
|
Three Months Ended
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Three Months Ended
|
|
Six Months Ended
|
|
Three Months Ended
|
||||||||||||
Net sales
|
$
|
6,891
|
|
|
$
|
6,383
|
|
|
$
|
19,377
|
|
|
$
|
6,690
|
|
|
$
|
12,994
|
|
|
$
|
6,304
|
|
Cost of products sold
|
4,675
|
|
|
4,289
|
|
|
12,672
|
|
|
4,343
|
|
|
8,383
|
|
|
4,040
|
|
||||||
Gross profit
|
2,216
|
|
|
2,094
|
|
|
6,705
|
|
|
2,347
|
|
|
4,611
|
|
|
2,264
|
|
||||||
Selling, general and administrative expenses, excluding impairment losses
|
867
|
|
|
803
|
|
|
2,338
|
|
|
771
|
|
|
1,535
|
|
|
764
|
|
||||||
Goodwill impairment losses
|
6,875
|
|
|
—
|
|
|
133
|
|
|
133
|
|
|
133
|
|
|
—
|
|
||||||
Intangible asset impairment losses
|
8,610
|
|
|
217
|
|
|
318
|
|
|
101
|
|
|
101
|
|
|
—
|
|
||||||
Selling, general and administrative expenses
|
16,352
|
|
|
1,020
|
|
|
2,789
|
|
|
1,005
|
|
|
1,769
|
|
|
764
|
|
||||||
Operating income/(loss)
|
(14,136
|
)
|
|
1,074
|
|
|
3,916
|
|
|
1,342
|
|
|
2,842
|
|
|
1,500
|
|
||||||
Interest expense
|
325
|
|
|
326
|
|
|
959
|
|
|
316
|
|
|
633
|
|
|
317
|
|
||||||
Other expense/(income), net
|
13
|
|
|
(71
|
)
|
|
(196
|
)
|
|
(35
|
)
|
|
(125
|
)
|
|
(90
|
)
|
||||||
Income/(loss) before income taxes
|
(14,474
|
)
|
|
819
|
|
|
3,153
|
|
|
1,061
|
|
|
2,334
|
|
|
1,273
|
|
||||||
Provision for/(benefit from) income taxes
|
(1,846
|
)
|
|
201
|
|
|
779
|
|
|
308
|
|
|
578
|
|
|
270
|
|
||||||
Net income/(loss)
|
(12,628
|
)
|
|
618
|
|
|
2,374
|
|
|
753
|
|
|
1,756
|
|
|
1,003
|
|
||||||
Net income/(loss) attributable to noncontrolling interest
|
(60
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
||||||
Net income/(loss) attributable to Kraft Heinz
|
(12,568
|
)
|
|
619
|
|
|
2,376
|
|
|
754
|
|
|
1,757
|
|
|
1,003
|
|
||||||
Preferred dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net income/(loss) attributable to common shareholders
|
$
|
(12,568
|
)
|
|
$
|
619
|
|
|
$
|
2,376
|
|
|
$
|
754
|
|
|
$
|
1,757
|
|
|
$
|
1,003
|
|
Per share data applicable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic earnings/(loss)
|
$
|
(10.30
|
)
|
|
$
|
0.51
|
|
|
$
|
1.95
|
|
|
$
|
0.62
|
|
|
$
|
1.44
|
|
|
$
|
0.82
|
|
Diluted earnings/(loss)
|
(10.30
|
)
|
|
0.50
|
|
|
1.94
|
|
|
0.62
|
|
|
1.43
|
|
|
0.82
|
|
|
As Restated & Recast
|
||||||||||||||||||||||
|
December 30, 2017
|
|
September 30,
2017
|
|
July 1,
2017 |
|
April 1,
2017 |
||||||||||||||||
|
Three Months Ended
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Three Months Ended
|
|
Six Months Ended
|
|
Three Months Ended
|
||||||||||||
Net sales
|
$
|
6,841
|
|
|
$
|
6,279
|
|
|
$
|
19,235
|
|
|
$
|
6,634
|
|
|
$
|
12,956
|
|
|
$
|
6,322
|
|
Cost of products sold
|
4,554
|
|
|
4,123
|
|
|
12,489
|
|
|
4,227
|
|
|
8,366
|
|
|
4,139
|
|
||||||
Gross profit
|
2,287
|
|
|
2,156
|
|
|
6,746
|
|
|
2,407
|
|
|
4,590
|
|
|
2,183
|
|
||||||
Selling, general and administrative expenses, excluding impairment losses
|
778
|
|
|
664
|
|
|
2,149
|
|
|
720
|
|
|
1,485
|
|
|
765
|
|
||||||
Goodwill impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Intangible asset impairment losses
|
—
|
|
|
1
|
|
|
49
|
|
|
48
|
|
|
48
|
|
|
—
|
|
||||||
Selling, general and administrative expenses
|
778
|
|
|
665
|
|
|
2,198
|
|
|
768
|
|
|
1,533
|
|
|
765
|
|
||||||
Operating income/(loss)
|
1,509
|
|
|
1,491
|
|
|
4,548
|
|
|
1,639
|
|
|
3,057
|
|
|
1,418
|
|
||||||
Interest expense
|
308
|
|
|
306
|
|
|
926
|
|
|
307
|
|
|
620
|
|
|
313
|
|
||||||
Other expense/(income), net
|
(116
|
)
|
|
(127
|
)
|
|
(511
|
)
|
|
(254
|
)
|
|
(384
|
)
|
|
(130
|
)
|
||||||
Income/(loss) before income taxes
|
1,317
|
|
|
1,312
|
|
|
4,133
|
|
|
1,586
|
|
|
2,821
|
|
|
1,235
|
|
||||||
Provision for/(benefit from) income taxes
|
(6,665
|
)
|
|
400
|
|
|
1,183
|
|
|
429
|
|
|
783
|
|
|
354
|
|
||||||
Net income/(loss)
|
7,982
|
|
|
912
|
|
|
2,950
|
|
|
1,157
|
|
|
2,038
|
|
|
881
|
|
||||||
Net income/(loss) attributable to noncontrolling interest
|
(7
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
1
|
|
|
(1
|
)
|
|
(2
|
)
|
||||||
Net income/(loss) attributable to Kraft Heinz
|
7,989
|
|
|
913
|
|
|
2,952
|
|
|
1,156
|
|
|
2,039
|
|
|
883
|
|
||||||
Preferred dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net income/(loss) attributable to common shareholders
|
$
|
7,989
|
|
|
$
|
913
|
|
|
$
|
2,952
|
|
|
$
|
1,156
|
|
|
$
|
2,039
|
|
|
$
|
883
|
|
Per share data applicable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic earnings/(loss)
|
$
|
6.55
|
|
|
$
|
0.75
|
|
|
$
|
2.42
|
|
|
$
|
0.95
|
|
|
$
|
1.67
|
|
|
$
|
0.73
|
|
Diluted earnings/(loss)
|
6.50
|
|
|
0.74
|
|
|
2.40
|
|
|
0.94
|
|
|
1.66
|
|
|
0.72
|
|
|
|
|
As Restated
|
||||||||||||||||||||
|
December 29,
2018
|
|
September 29,
2018
|
|
June 30,
2018 |
|
March 31, 2018
|
||||||||||||||||
|
Three Months Ended
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Three Months Ended
|
|
Six Months Ended
|
|
Three Months Ended
|
||||||||||||
Net income/(loss)
|
$
|
(12,628
|
)
|
|
$
|
618
|
|
|
$
|
2,374
|
|
|
$
|
753
|
|
|
$
|
1,756
|
|
|
$
|
1,003
|
|
Other comprehensive income/(loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
(378
|
)
|
|
(144
|
)
|
|
(809
|
)
|
|
(862
|
)
|
|
(665
|
)
|
|
197
|
|
||||||
Net deferred gains/(losses) on net investment hedges
|
126
|
|
|
13
|
|
|
158
|
|
|
219
|
|
|
145
|
|
|
(74
|
)
|
||||||
Amounts excluded from the effectiveness assessment of net investment hedges
|
4
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net deferred losses/(gains) on net investment hedges reclassified to net income/(loss)
|
(5
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net deferred gains/(losses) on cash flow hedges
|
59
|
|
|
(16
|
)
|
|
40
|
|
|
34
|
|
|
56
|
|
|
22
|
|
||||||
Amounts excluded from the effectiveness assessment of cash flow hedges
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net deferred losses/(gains) on cash flow hedges reclassified to net income/(loss)
|
(34
|
)
|
|
12
|
|
|
(10
|
)
|
|
(9
|
)
|
|
(22
|
)
|
|
(13
|
)
|
||||||
Net actuarial gains/(losses) arising during the period
|
(12
|
)
|
|
17
|
|
|
70
|
|
|
53
|
|
|
53
|
|
|
—
|
|
||||||
Prior service credits/(costs) arising during the period
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net postemployment benefit losses/(gains) reclassified to net income/(loss)
|
15
|
|
|
(58
|
)
|
|
(133
|
)
|
|
(17
|
)
|
|
(75
|
)
|
|
(58
|
)
|
||||||
Total other comprehensive income/(loss)
|
(220
|
)
|
|
(175
|
)
|
|
(683
|
)
|
|
(582
|
)
|
|
(508
|
)
|
|
74
|
|
||||||
Total comprehensive income/(loss)
|
(12,848
|
)
|
|
443
|
|
|
1,691
|
|
|
171
|
|
|
1,248
|
|
|
1,077
|
|
||||||
Comprehensive income/(loss) attributable to noncontrolling interest
|
(61
|
)
|
|
(3
|
)
|
|
(15
|
)
|
|
(7
|
)
|
|
(12
|
)
|
|
(5
|
)
|
||||||
Comprehensive income/(loss) attributable to Kraft Heinz
|
$
|
(12,787
|
)
|
|
$
|
446
|
|
|
$
|
1,706
|
|
|
$
|
178
|
|
|
$
|
1,260
|
|
|
$
|
1,082
|
|
|
As Restated
|
||||||||||||||||||||||
|
December 30,
2017
|
|
September 30,
2017
|
|
July 1,
2017 |
|
April 1,
2017 |
||||||||||||||||
|
Three Months Ended
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Three Months Ended
|
|
Six Months Ended
|
|
Three Months Ended
|
||||||||||||
Net income/(loss)
|
$
|
7,982
|
|
|
$
|
912
|
|
|
$
|
2,950
|
|
|
$
|
1,157
|
|
|
$
|
2,038
|
|
|
$
|
881
|
|
Other comprehensive income/(loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
7
|
|
|
419
|
|
|
1,178
|
|
|
455
|
|
|
759
|
|
|
304
|
|
||||||
Net deferred gains/(losses) on net investment hedges
|
(26
|
)
|
|
(124
|
)
|
|
(327
|
)
|
|
(152
|
)
|
|
(203
|
)
|
|
(51
|
)
|
||||||
Amounts excluded from the effectiveness assessment of net investment hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net deferred losses/(gains) on net investment hedges reclassified to net income/(loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net deferred gains/(losses) on cash flow hedges
|
23
|
|
|
(70
|
)
|
|
(136
|
)
|
|
(32
|
)
|
|
(66
|
)
|
|
(34
|
)
|
||||||
Amounts excluded from the effectiveness assessment of cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net deferred losses/(gains) on cash flow hedges reclassified to net income/(loss)
|
(12
|
)
|
|
51
|
|
|
97
|
|
|
26
|
|
|
46
|
|
|
20
|
|
||||||
Net actuarial gains/(losses) arising during the period
|
82
|
|
|
(4
|
)
|
|
(13
|
)
|
|
1
|
|
|
(9
|
)
|
|
(10
|
)
|
||||||
Prior service credits/(costs) arising during the period
|
16
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
—
|
|
||||||
Net postemployment benefit losses/(gains) reclassified to net income/(loss)
|
(49
|
)
|
|
(51
|
)
|
|
(260
|
)
|
|
(154
|
)
|
|
(209
|
)
|
|
(55
|
)
|
||||||
Total other comprehensive income/(loss)
|
41
|
|
|
221
|
|
|
540
|
|
|
145
|
|
|
319
|
|
|
174
|
|
||||||
Total comprehensive income/(loss)
|
8,023
|
|
|
1,133
|
|
|
3,490
|
|
|
1,302
|
|
|
2,357
|
|
|
1,055
|
|
||||||
Comprehensive income/(loss) attributable to noncontrolling interest
|
1
|
|
|
(1
|
)
|
|
(4
|
)
|
|
1
|
|
|
(3
|
)
|
|
(4
|
)
|
||||||
Comprehensive income/(loss) attributable to Kraft Heinz
|
$
|
8,022
|
|
|
$
|
1,134
|
|
|
$
|
3,494
|
|
|
$
|
1,301
|
|
|
$
|
2,360
|
|
|
$
|
1,059
|
|
|
As Restated
|
||||||||||
|
September 29,
2018
|
|
June 30,
2018
|
|
March 31,
2018
|
||||||
ASSETS
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
1,366
|
|
|
$
|
3,369
|
|
|
$
|
1,794
|
|
Trade receivables (net of allowances of $24 at September 29, 2018, $24 at June 30, 2018, and $24 at March 31, 2018)
|
2,032
|
|
|
1,950
|
|
|
1,044
|
|
|||
Sold receivables
|
—
|
|
|
37
|
|
|
530
|
|
|||
Income taxes receivable
|
203
|
|
|
211
|
|
|
121
|
|
|||
Inventories
|
3,214
|
|
|
3,094
|
|
|
3,089
|
|
|||
Prepaid expenses
|
389
|
|
|
388
|
|
|
367
|
|
|||
Other current assets
|
352
|
|
|
431
|
|
|
426
|
|
|||
Assets held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total current assets
|
7,556
|
|
|
9,480
|
|
|
7,371
|
|
|||
Property, plant and equipment, net
|
7,074
|
|
|
7,117
|
|
|
7,145
|
|
|||
Goodwill
|
44,339
|
|
|
44,302
|
|
|
44,844
|
|
|||
Intangible assets, net
|
58,727
|
|
|
59,084
|
|
|
59,583
|
|
|||
Other non-current assets
|
1,879
|
|
|
1,766
|
|
|
1,640
|
|
|||
TOTAL ASSETS
|
$
|
119,575
|
|
|
$
|
121,749
|
|
|
$
|
120,583
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||||||
Commercial paper and other short-term debt
|
$
|
973
|
|
|
$
|
34
|
|
|
$
|
1,003
|
|
Current portion of long-term debt
|
371
|
|
|
2,723
|
|
|
2,715
|
|
|||
Trade payables
|
4,238
|
|
|
4,236
|
|
|
4,148
|
|
|||
Accrued marketing
|
494
|
|
|
480
|
|
|
576
|
|
|||
Interest payable
|
315
|
|
|
404
|
|
|
345
|
|
|||
Other current liabilities
|
1,231
|
|
|
1,236
|
|
|
1,500
|
|
|||
Liabilities held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total current liabilities
|
7,622
|
|
|
9,113
|
|
|
10,287
|
|
|||
Long-term debt
|
30,887
|
|
|
31,269
|
|
|
28,465
|
|
|||
Deferred income taxes
|
14,224
|
|
|
14,260
|
|
|
14,106
|
|
|||
Accrued postemployment costs
|
394
|
|
|
394
|
|
|
400
|
|
|||
Other non-current liabilities
|
1,035
|
|
|
998
|
|
|
1,023
|
|
|||
TOTAL LIABILITIES
|
54,162
|
|
|
56,034
|
|
|
54,281
|
|
|||
Commitments and Contingencies
|
|
|
|
|
|
||||||
Redeemable noncontrolling interest
|
6
|
|
|
7
|
|
|
8
|
|
|||
Equity:
|
|
|
|
|
|
||||||
Common stock, $0.01 par value (5,000 shares authorized; 1,222 shares issued and 1,219
shares outstanding at September 29, 2018, 1,222 shares issued and 1,219
shares outstanding at June 30, 2018, and 1,222 shares issued and 1,219
shares outstanding at March 31, 2018)
|
12
|
|
|
12
|
|
|
12
|
|
|||
Additional paid-in capital
|
58,716
|
|
|
58,689
|
|
|
58,656
|
|
|||
Retained earnings/(deficit)
|
8,479
|
|
|
8,624
|
|
|
8,634
|
|
|||
Accumulated other comprehensive income/(losses)
|
(1,724
|
)
|
|
(1,551
|
)
|
|
(975
|
)
|
|||
Treasury stock, at cost (3 shares at September 29, 2018, 3 shares at June 30, 2018, and 3 shares at March 31, 2018)
|
(264
|
)
|
|
(254
|
)
|
|
(240
|
)
|
|||
Total shareholders' equity
|
65,219
|
|
|
65,520
|
|
|
66,087
|
|
|||
Noncontrolling interest
|
188
|
|
|
188
|
|
|
207
|
|
|||
TOTAL EQUITY
|
65,407
|
|
|
65,708
|
|
|
66,294
|
|
|||
TOTAL LIABILITIES AND EQUITY
|
$
|
119,575
|
|
|
$
|
121,749
|
|
|
$
|
120,583
|
|
|
As Restated
|
||||||||||
|
September 30,
2017
|
|
July 1,
2017
|
|
April 1,
2017
|
||||||
ASSETS
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
1,441
|
|
|
$
|
1,445
|
|
|
$
|
3,242
|
|
Trade receivables (net of allowances of $29 at September 30, 2017, $28 at July 1, 2017, and $30 at April 1, 2017)
|
938
|
|
|
973
|
|
|
936
|
|
|||
Sold receivables
|
427
|
|
|
461
|
|
|
538
|
|
|||
Income taxes receivable
|
290
|
|
|
237
|
|
|
269
|
|
|||
Inventories
|
3,136
|
|
|
3,012
|
|
|
3,094
|
|
|||
Prepaid expenses
|
368
|
|
|
359
|
|
|
349
|
|
|||
Other current assets
|
527
|
|
|
547
|
|
|
611
|
|
|||
Assets held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total current assets
|
7,127
|
|
|
7,034
|
|
|
9,039
|
|
|||
Property, plant and equipment, net
|
6,902
|
|
|
6,804
|
|
|
6,689
|
|
|||
Goodwill
|
44,859
|
|
|
44,566
|
|
|
44,301
|
|
|||
Intangible assets, net
|
59,483
|
|
|
59,383
|
|
|
59,313
|
|
|||
Other non-current assets
|
1,531
|
|
|
1,535
|
|
|
1,604
|
|
|||
TOTAL ASSETS
|
$
|
119,902
|
|
|
$
|
119,322
|
|
|
$
|
120,946
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||||||
Commercial paper and other short-term debt
|
$
|
457
|
|
|
$
|
1,090
|
|
|
$
|
909
|
|
Current portion of long-term debt
|
2,747
|
|
|
19
|
|
|
2,022
|
|
|||
Trade payables
|
3,873
|
|
|
3,805
|
|
|
3,858
|
|
|||
Accrued marketing
|
500
|
|
|
499
|
|
|
601
|
|
|||
Interest payable
|
295
|
|
|
406
|
|
|
346
|
|
|||
Other current liabilities
|
1,578
|
|
|
1,589
|
|
|
1,905
|
|
|||
Liabilities held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total current liabilities
|
9,450
|
|
|
7,408
|
|
|
9,641
|
|
|||
Long-term debt
|
28,276
|
|
|
29,978
|
|
|
29,747
|
|
|||
Deferred income taxes
|
20,841
|
|
|
20,840
|
|
|
20,873
|
|
|||
Accrued postemployment costs
|
1,808
|
|
|
1,975
|
|
|
2,016
|
|
|||
Other non-current liabilities
|
715
|
|
|
701
|
|
|
851
|
|
|||
TOTAL LIABILITIES
|
61,090
|
|
|
60,902
|
|
|
63,128
|
|
|||
Commitments and Contingencies
|
|
|
|
|
|
||||||
Redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|||
Equity:
|
|
|
|
|
|
||||||
Common stock, $0.01 par value (5,000 shares authorized; 1,221 shares issued and 1,218 shares outstanding at September 30, 2017; 1,221 shares issued and 1,218 shares outstanding at July 1, 2017; 1,220 shares issued and 1,218 shares outstanding at April 1, 2017)
|
12
|
|
|
12
|
|
|
12
|
|
|||
Additional paid-in capital
|
58,618
|
|
|
58,597
|
|
|
58,565
|
|
|||
Retained earnings/(deficit)
|
1,280
|
|
|
1,129
|
|
|
705
|
|
|||
Accumulated other comprehensive income/(losses)
|
(1,087
|
)
|
|
(1,308
|
)
|
|
(1,453
|
)
|
|||
Treasury stock, at cost (3 shares at September 30, 2017, 3 shares at July 1, 2017, and 2 shares at April 1, 2017)
|
(223
|
)
|
|
(223
|
)
|
|
(223
|
)
|
|||
Total shareholders' equity
|
58,600
|
|
|
58,207
|
|
|
57,606
|
|
|||
Noncontrolling interest
|
212
|
|
|
213
|
|
|
212
|
|
|||
TOTAL EQUITY
|
58,812
|
|
|
58,420
|
|
|
57,818
|
|
|||
TOTAL LIABILITIES AND EQUITY
|
$
|
119,902
|
|
|
$
|
119,322
|
|
|
$
|
120,946
|
|
|
As Restated
|
||||||||||||||||||||||||||
|
For the Nine Months Ended September 29, 2018
|
||||||||||||||||||||||||||
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings/(Deficit)
|
|
Accumulated Other Comprehensive Income/(Losses)
|
|
Treasury Stock, at Cost
|
|
Noncontrolling Interest
|
|
Total Equity
|
||||||||||||||
Balance at December 30, 2017
|
$
|
12
|
|
|
$
|
58,634
|
|
|
$
|
8,495
|
|
|
$
|
(1,054
|
)
|
|
$
|
(224
|
)
|
|
$
|
207
|
|
|
$
|
66,070
|
|
Net income/(loss) excluding redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
2,376
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
2,383
|
|
|||||||
Other comprehensive income/(loss) excluding redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(670
|
)
|
|
—
|
|
|
(13
|
)
|
|
(683
|
)
|
|||||||
Dividends declared-common stock ($1.875 per share)
|
—
|
|
|
—
|
|
|
(2,286
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,286
|
)
|
|||||||
Cumulative effect of accounting standards adopted in the period
|
—
|
|
|
—
|
|
|
(97
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(97
|
)
|
|||||||
Exercise of stock options, issuance of other stock awards, and other
|
—
|
|
|
82
|
|
|
(9
|
)
|
|
—
|
|
|
(40
|
)
|
|
(13
|
)
|
|
20
|
|
|||||||
Balance at September 29, 2018
|
$
|
12
|
|
|
$
|
58,716
|
|
|
$
|
8,479
|
|
|
$
|
(1,724
|
)
|
|
$
|
(264
|
)
|
|
$
|
188
|
|
|
$
|
65,407
|
|
|
As Restated
|
||||||||||||||||||||||||||
|
For the Six Months Ended June 30, 2018
|
||||||||||||||||||||||||||
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings/(Deficit)
|
|
Accumulated Other Comprehensive Income/(Losses)
|
|
Treasury Stock, at Cost
|
|
Noncontrolling Interest
|
|
Total Equity
|
||||||||||||||
Balance at December 30, 2017
|
$
|
12
|
|
|
$
|
58,634
|
|
|
$
|
8,495
|
|
|
$
|
(1,054
|
)
|
|
$
|
(224
|
)
|
|
$
|
207
|
|
|
$
|
66,070
|
|
Net income/(loss) excluding redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
1,757
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
1,762
|
|
|||||||
Other comprehensive income/(loss) excluding redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(497
|
)
|
|
—
|
|
|
(11
|
)
|
|
(508
|
)
|
|||||||
Dividends declared-common stock ($1.25 per share)
|
—
|
|
|
—
|
|
|
(1,524
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,524
|
)
|
|||||||
Cumulative effect of accounting standards adopted in the period
|
—
|
|
|
—
|
|
|
(95
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(95
|
)
|
|||||||
Exercise of stock options, issuance of other stock awards, and other
|
—
|
|
|
55
|
|
|
(9
|
)
|
|
—
|
|
|
(30
|
)
|
|
(13
|
)
|
|
3
|
|
|||||||
Balance at June 30, 2018
|
$
|
12
|
|
|
$
|
58,689
|
|
|
$
|
8,624
|
|
|
$
|
(1,551
|
)
|
|
$
|
(254
|
)
|
|
$
|
188
|
|
|
$
|
65,708
|
|
|
As Restated
|
||||||||||||||||||||||||||
|
For the Three Months Ended March 31, 2018
|
||||||||||||||||||||||||||
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings/(Deficit)
|
|
Accumulated Other Comprehensive Income/(Losses)
|
|
Treasury Stock, at Cost
|
|
Noncontrolling Interest
|
|
Total Equity
|
||||||||||||||
Balance at December 30, 2017
|
$
|
12
|
|
|
$
|
58,634
|
|
|
$
|
8,495
|
|
|
$
|
(1,054
|
)
|
|
$
|
(224
|
)
|
|
$
|
207
|
|
|
$
|
66,070
|
|
Net income/(loss) excluding redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
1,003
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
1,008
|
|
|||||||
Other comprehensive income/(loss) excluding redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
79
|
|
|
—
|
|
|
(5
|
)
|
|
74
|
|
|||||||
Dividends declared-common stock ($0.625 per share)
|
—
|
|
|
—
|
|
|
(762
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(762
|
)
|
|||||||
Cumulative effect of accounting standards adopted in the period
|
—
|
|
|
—
|
|
|
(95
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(95
|
)
|
|||||||
Exercise of stock options, issuance of other stock awards, and other
|
—
|
|
|
22
|
|
|
(7
|
)
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
(1
|
)
|
|||||||
Balance at March 31, 2018
|
$
|
12
|
|
|
$
|
58,656
|
|
|
$
|
8,634
|
|
|
$
|
(975
|
)
|
|
$
|
(240
|
)
|
|
$
|
207
|
|
|
$
|
66,294
|
|
|
As Restated
|
||||||||||||||||||||||||||
|
For the Nine Months Ended September 30, 2017
|
||||||||||||||||||||||||||
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings/(Deficit)
|
|
Accumulated Other Comprehensive Income/(Losses)
|
|
Treasury Stock, at Cost
|
|
Noncontrolling Interest
|
|
Total Equity
|
||||||||||||||
Balance at December 31, 2016
|
$
|
12
|
|
|
$
|
58,516
|
|
|
$
|
552
|
|
|
$
|
(1,629
|
)
|
|
$
|
(207
|
)
|
|
$
|
216
|
|
|
$
|
57,460
|
|
Net income/(loss)
|
—
|
|
|
—
|
|
|
2,952
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
2,950
|
|
|||||||
Other comprehensive income/(loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
542
|
|
|
—
|
|
|
(2
|
)
|
|
540
|
|
|||||||
Dividends declared-common stock ($1.825 per share)
|
—
|
|
|
—
|
|
|
(2,225
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,225
|
)
|
|||||||
Exercise of stock options, issuance of other stock awards, and other
|
—
|
|
|
102
|
|
|
1
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
87
|
|
|||||||
Balance at September 30, 2017
|
$
|
12
|
|
|
$
|
58,618
|
|
|
$
|
1,280
|
|
|
$
|
(1,087
|
)
|
|
$
|
(223
|
)
|
|
$
|
212
|
|
|
$
|
58,812
|
|
|
As Restated
|
||||||||||||||||||||||||||
|
For the Six Months Ended July 1, 2017
|
||||||||||||||||||||||||||
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings/(Deficit)
|
|
Accumulated Other Comprehensive Income/(Losses)
|
|
Treasury Stock, at Cost
|
|
Noncontrolling Interest
|
|
Total Equity
|
||||||||||||||
Balance at December 31, 2016
|
$
|
12
|
|
|
$
|
58,516
|
|
|
$
|
552
|
|
|
$
|
(1,629
|
)
|
|
$
|
(207
|
)
|
|
$
|
216
|
|
|
$
|
57,460
|
|
Net income/(loss)
|
—
|
|
|
—
|
|
|
2,039
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
2,038
|
|
|||||||
Other comprehensive income/(loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
321
|
|
|
—
|
|
|
(2
|
)
|
|
319
|
|
|||||||
Dividends declared-common stock ($1.20 per share)
|
—
|
|
|
—
|
|
|
(1,463
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,463
|
)
|
|||||||
Exercise of stock options, issuance of other stock awards, and other
|
—
|
|
|
81
|
|
|
1
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
66
|
|
|||||||
Balance at July 1, 2017
|
$
|
12
|
|
|
$
|
58,597
|
|
|
$
|
1,129
|
|
|
$
|
(1,308
|
)
|
|
$
|
(223
|
)
|
|
$
|
213
|
|
|
$
|
58,420
|
|
|
As Restated
|
||||||||||||||||||||||||||
|
For the Three Months Ended April 1, 2017
|
||||||||||||||||||||||||||
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings/(Deficit)
|
|
Accumulated Other Comprehensive Income/(Losses)
|
|
Treasury Stock, at Cost
|
|
Noncontrolling Interest
|
|
Total Equity
|
||||||||||||||
Balance at December 31, 2016
|
$
|
12
|
|
|
$
|
58,516
|
|
|
$
|
552
|
|
|
$
|
(1,629
|
)
|
|
$
|
(207
|
)
|
|
$
|
216
|
|
|
$
|
57,460
|
|
Net income/(loss)
|
—
|
|
|
—
|
|
|
883
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
881
|
|
|||||||
Other comprehensive income/(loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
176
|
|
|
—
|
|
|
(2
|
)
|
|
174
|
|
|||||||
Dividends declared-common stock ($0.60 per share)
|
—
|
|
|
—
|
|
|
(731
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(731
|
)
|
|||||||
Exercise of stock options, issuance of other stock awards, and other
|
—
|
|
|
49
|
|
|
1
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
34
|
|
|||||||
Balance at April 1, 2017
|
$
|
12
|
|
|
$
|
58,565
|
|
|
$
|
705
|
|
|
$
|
(1,453
|
)
|
|
$
|
(223
|
)
|
|
$
|
212
|
|
|
$
|
57,818
|
|
|
As Restated
|
||||||||||
|
September 29, 2018
|
|
June 30,
2018
|
|
March 31,
2018
|
||||||
|
Nine Months Ended
|
|
Six Months Ended
|
|
Three Months Ended
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income/(loss)
|
$
|
2,374
|
|
|
$
|
1,756
|
|
|
$
|
1,003
|
|
Adjustments to reconcile net income/(loss) to operating cash flows:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
712
|
|
|
462
|
|
|
227
|
|
|||
Amortization of postretirement benefit plans prior service costs/(credits)
|
(261
|
)
|
|
(183
|
)
|
|
(106
|
)
|
|||
Equity award compensation expense
|
44
|
|
|
27
|
|
|
7
|
|
|||
Deferred income tax provision/(benefit)
|
104
|
|
|
79
|
|
|
(46
|
)
|
|||
Postemployment benefit plan contributions
|
(64
|
)
|
|
(60
|
)
|
|
(22
|
)
|
|||
Goodwill and intangible asset impairment losses
|
451
|
|
|
234
|
|
|
—
|
|
|||
Nonmonetary currency devaluation
|
131
|
|
|
67
|
|
|
47
|
|
|||
Other items, net
|
35
|
|
|
27
|
|
|
(22
|
)
|
|||
Changes in current assets and liabilities:
|
|
|
|
|
|
||||||
Trade receivables
|
(2,154
|
)
|
|
(2,001
|
)
|
|
(712
|
)
|
|||
Inventories
|
(645
|
)
|
|
(428
|
)
|
|
(312
|
)
|
|||
Accounts payable
|
130
|
|
|
127
|
|
|
(85
|
)
|
|||
Other current assets
|
(103
|
)
|
|
(44
|
)
|
|
26
|
|
|||
Other current liabilities
|
124
|
|
|
153
|
|
|
403
|
|
|||
Net cash provided by/(used for) operating activities
|
878
|
|
|
216
|
|
|
408
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Cash receipts on sold receivables
|
1,296
|
|
|
1,221
|
|
|
436
|
|
|||
Capital expenditures
|
(594
|
)
|
|
(438
|
)
|
|
(223
|
)
|
|||
Payments to acquire business, net of cash acquired
|
(248
|
)
|
|
(215
|
)
|
|
(215
|
)
|
|||
Other investing activities, net
|
31
|
|
|
11
|
|
|
6
|
|
|||
Net cash provided by/(used for) investing activities
|
485
|
|
|
579
|
|
|
4
|
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Repayments of long-term debt
|
(2,706
|
)
|
|
(12
|
)
|
|
(6
|
)
|
|||
Proceeds from issuance of long-term debt
|
2,990
|
|
|
2,990
|
|
|
—
|
|
|||
Proceeds from issuance of commercial paper
|
2,485
|
|
|
1,525
|
|
|
1,524
|
|
|||
Repayments of commercial paper
|
(1,950
|
)
|
|
(1,950
|
)
|
|
(1,006
|
)
|
|||
Dividends paid - Series A Preferred Stock
|
—
|
|
|
—
|
|
|
—
|
|
|||
Dividends paid - common stock
|
(2,421
|
)
|
|
(1,659
|
)
|
|
(897
|
)
|
|||
Redemption of Series A Preferred Stock
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other financing activities, net
|
(35
|
)
|
|
(3
|
)
|
|
14
|
|
|||
Net cash provided by/(used for) financing activities
|
(1,637
|
)
|
|
891
|
|
|
(371
|
)
|
|||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
(128
|
)
|
|
(80
|
)
|
|
(10
|
)
|
|||
Cash, cash equivalents, and restricted cash
|
|
|
|
|
|
||||||
Net increase/(decrease)
|
(402
|
)
|
|
1,606
|
|
|
31
|
|
|||
Balance at beginning of period
|
1,769
|
|
|
1,769
|
|
|
1,769
|
|
|||
Balance at end of period
|
$
|
1,367
|
|
|
$
|
3,375
|
|
|
$
|
1,800
|
|
NON-CASH INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Beneficial interest obtained in exchange for securitized trade receivables
|
$
|
938
|
|
|
$
|
899
|
|
|
$
|
613
|
|
|
As Restated
|
||||||||||
|
September 30, 2017
|
|
July 1,
2017
|
|
April 1,
2017
|
||||||
|
Nine Months Ended
|
|
Six Months Ended
|
|
Three Months Ended
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income/(loss)
|
$
|
2,950
|
|
|
$
|
2,038
|
|
|
$
|
881
|
|
Adjustments to reconcile net income/(loss) to operating cash flows:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
789
|
|
|
517
|
|
|
262
|
|
|||
Amortization of postretirement benefit plans prior service costs/(credits)
|
(247
|
)
|
|
(171
|
)
|
|
(82
|
)
|
|||
Equity award compensation expense
|
36
|
|
|
24
|
|
|
11
|
|
|||
Deferred income tax provision/(benefit)
|
432
|
|
|
223
|
|
|
68
|
|
|||
Postemployment benefit plan contributions
|
(283
|
)
|
|
(90
|
)
|
|
(38
|
)
|
|||
Goodwill and intangible asset impairment losses
|
49
|
|
|
48
|
|
|
—
|
|
|||
Nonmonetary currency devaluation
|
36
|
|
|
33
|
|
|
8
|
|
|||
Other items, net
|
(62
|
)
|
|
(48
|
)
|
|
40
|
|
|||
Changes in current assets and liabilities:
|
|
|
|
|
|
||||||
Trade receivables
|
(2,061
|
)
|
|
(1,598
|
)
|
|
(1,040
|
)
|
|||
Inventories
|
(567
|
)
|
|
(418
|
)
|
|
(475
|
)
|
|||
Accounts payable
|
123
|
|
|
84
|
|
|
62
|
|
|||
Other current assets
|
(90
|
)
|
|
(103
|
)
|
|
(72
|
)
|
|||
Other current liabilities
|
(1,090
|
)
|
|
(717
|
)
|
|
(240
|
)
|
|||
Net cash provided by/(used for) operating activities
|
15
|
|
|
(178
|
)
|
|
(615
|
)
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Cash receipts on sold receivables
|
1,633
|
|
|
1,069
|
|
|
464
|
|
|||
Capital expenditures
|
(956
|
)
|
|
(690
|
)
|
|
(368
|
)
|
|||
Payments to acquire business, net of cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other investing activities, net
|
45
|
|
|
44
|
|
|
38
|
|
|||
Net cash provided by/(used for) investing activities
|
722
|
|
|
423
|
|
|
134
|
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Repayments of long-term debt
|
(2,635
|
)
|
|
(2,032
|
)
|
|
(27
|
)
|
|||
Proceeds from issuance of long-term debt
|
1,496
|
|
|
4
|
|
|
2
|
|
|||
Proceeds from issuance of commercial paper
|
5,495
|
|
|
4,213
|
|
|
2,324
|
|
|||
Repayments of commercial paper
|
(5,709
|
)
|
|
(3,777
|
)
|
|
(2,068
|
)
|
|||
Dividends paid - Series A Preferred Stock
|
—
|
|
|
—
|
|
|
—
|
|
|||
Dividends paid - common stock
|
(2,161
|
)
|
|
(1,434
|
)
|
|
(736
|
)
|
|||
Redemption of Series A Preferred Stock
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other financing activities, net
|
28
|
|
|
15
|
|
|
—
|
|
|||
Net cash provided by/(used for) financing activities
|
(3,486
|
)
|
|
(3,011
|
)
|
|
(505
|
)
|
|||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
43
|
|
|
29
|
|
|
13
|
|
|||
Cash, cash equivalents, and restricted cash
|
|
|
|
|
|
||||||
Net increase/(decrease)
|
(2,706
|
)
|
|
(2,737
|
)
|
|
(973
|
)
|
|||
Balance at beginning of period
|
4,255
|
|
|
4,255
|
|
|
4,255
|
|
|||
Balance at end of period
|
$
|
1,549
|
|
|
$
|
1,518
|
|
|
$
|
3,282
|
|
NON-CASH INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Beneficial interest obtained in exchange for securitized trade receivables
|
$
|
1,936
|
|
|
$
|
1,407
|
|
|
$
|
880
|
|
|
For the Three Months Ended September 29, 2018
|
||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
||||||
Net sales
|
$
|
6,378
|
|
|
$
|
5
|
|
|
(g)
|
|
$
|
6,383
|
|
Cost of products sold
|
4,271
|
|
|
18
|
|
|
(a)(b)(g)
|
|
4,289
|
|
|||
Gross profit
|
2,107
|
|
|
(13
|
)
|
|
|
|
2,094
|
|
|||
Selling, general and administrative expenses, excluding impairment losses
|
803
|
|
|
—
|
|
|
(g)
|
|
803
|
|
|||
Goodwill impairment losses
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Intangible asset impairment losses
|
234
|
|
|
(17
|
)
|
|
(f)
|
|
217
|
|
|||
Selling, general and administrative expenses
|
1,037
|
|
|
(17
|
)
|
|
|
|
1,020
|
|
|||
Operating income/(loss)
|
1,070
|
|
|
4
|
|
|
|
|
1,074
|
|
|||
Interest expense
|
327
|
|
|
(1
|
)
|
|
(b)(g)
|
|
326
|
|
|||
Other expense/(income), net
|
(71
|
)
|
|
—
|
|
|
|
|
(71
|
)
|
|||
Income/(loss) before income taxes
|
814
|
|
|
5
|
|
|
|
|
819
|
|
|||
Provision for/(benefit from) income taxes
|
186
|
|
|
15
|
|
|
(a)(b)(e)(f)(g)
|
|
201
|
|
|||
Net income/(loss)
|
628
|
|
|
(10
|
)
|
|
|
|
618
|
|
|||
Net income/(loss) attributable to noncontrolling interest
|
(2
|
)
|
|
1
|
|
|
(g)
|
|
(1
|
)
|
|||
Net income/(loss) attributable to Kraft Heinz
|
630
|
|
|
(11
|
)
|
|
|
|
619
|
|
|||
Preferred dividends
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net income/(loss) attributable to common shareholders
|
$
|
630
|
|
|
$
|
(11
|
)
|
|
|
|
$
|
619
|
|
Per share data applicable to common shareholders:
|
|
|
|
|
|
|
|
||||||
Basic earnings/(loss)
|
$
|
0.52
|
|
|
$
|
(0.01
|
)
|
|
|
|
$
|
0.51
|
|
Diluted earnings/(loss)
|
0.51
|
|
|
(0.01
|
)
|
|
|
|
0.50
|
|
|
For the Nine Months Ended September 29, 2018
|
||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
||||||
Net sales
|
$
|
19,368
|
|
|
$
|
9
|
|
|
(g)
|
|
$
|
19,377
|
|
Cost of products sold
|
12,651
|
|
|
21
|
|
|
(a)(b)(g)
|
|
12,672
|
|
|||
Gross profit
|
6,717
|
|
|
(12
|
)
|
|
|
|
6,705
|
|
|||
Selling, general and administrative expenses, excluding impairment losses
|
2,338
|
|
|
—
|
|
|
(g)
|
|
2,338
|
|
|||
Goodwill impairment losses
|
164
|
|
|
(31
|
)
|
|
(f)
|
|
133
|
|
|||
Intangible asset impairment losses
|
335
|
|
|
(17
|
)
|
|
(f)
|
|
318
|
|
|||
Selling, general and administrative expenses
|
2,837
|
|
|
(48
|
)
|
|
|
|
2,789
|
|
|||
Operating income/(loss)
|
3,880
|
|
|
36
|
|
|
|
|
3,916
|
|
|||
Interest expense
|
962
|
|
|
(3
|
)
|
|
(b)(g)
|
|
959
|
|
|||
Other expense/(income), net
|
(196
|
)
|
|
—
|
|
|
|
|
(196
|
)
|
|||
Income/(loss) before income taxes
|
3,114
|
|
|
39
|
|
|
|
|
3,153
|
|
|||
Provision for/(benefit from) income taxes
|
738
|
|
|
41
|
|
|
(a)(b)(e)(f)(g)
|
|
779
|
|
|||
Net income/(loss)
|
2,376
|
|
|
(2
|
)
|
|
|
|
2,374
|
|
|||
Net income/(loss) attributable to noncontrolling interest
|
(3
|
)
|
|
1
|
|
|
(g)
|
|
(2
|
)
|
|||
Net income/(loss) attributable to Kraft Heinz
|
2,379
|
|
|
(3
|
)
|
|
|
|
2,376
|
|
|||
Preferred dividends
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net income/(loss) attributable to common shareholders
|
$
|
2,379
|
|
|
$
|
(3
|
)
|
|
|
|
$
|
2,376
|
|
Per share data applicable to common shareholders:
|
|
|
|
|
|
|
|
||||||
Basic earnings/(loss)
|
$
|
1.95
|
|
|
$
|
—
|
|
|
|
|
$
|
1.95
|
|
Diluted earnings/(loss)
|
1.94
|
|
|
—
|
|
|
|
|
1.94
|
|
|
For the Three Months Ended June 30, 2018
|
||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
||||||
Net sales
|
$
|
6,686
|
|
|
$
|
4
|
|
|
(g)
|
|
$
|
6,690
|
|
Cost of products sold
|
4,321
|
|
|
22
|
|
|
(a)(b)(g)
|
|
4,343
|
|
|||
Gross profit
|
2,365
|
|
|
(18
|
)
|
|
|
|
2,347
|
|
|||
Selling, general and administrative expenses, excluding impairment losses
|
771
|
|
|
—
|
|
|
|
|
771
|
|
|||
Goodwill impairment losses
|
164
|
|
|
(31
|
)
|
|
(f)
|
|
133
|
|
|||
Intangible asset impairment losses
|
101
|
|
|
—
|
|
|
|
|
101
|
|
|||
Selling, general and administrative expenses
|
1,036
|
|
|
(31
|
)
|
|
|
|
1,005
|
|
|||
Operating income/(loss)
|
1,329
|
|
|
13
|
|
|
|
|
1,342
|
|
|||
Interest expense
|
318
|
|
|
(2
|
)
|
|
(b)(g)
|
|
316
|
|
|||
Other expense/(income), net
|
(35
|
)
|
|
—
|
|
|
|
|
(35
|
)
|
|||
Income/(loss) before income taxes
|
1,046
|
|
|
15
|
|
|
|
|
1,061
|
|
|||
Provision for/(benefit from) income taxes
|
291
|
|
|
17
|
|
|
(a)(b)(e)(f)(g)
|
|
308
|
|
|||
Net income/(loss)
|
755
|
|
|
(2
|
)
|
|
|
|
753
|
|
|||
Net income/(loss) attributable to noncontrolling interest
|
(1
|
)
|
|
—
|
|
|
|
|
(1
|
)
|
|||
Net income/(loss) attributable to Kraft Heinz
|
756
|
|
|
(2
|
)
|
|
|
|
754
|
|
|||
Preferred dividends
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net income/(loss) attributable to common shareholders
|
$
|
756
|
|
|
$
|
(2
|
)
|
|
|
|
$
|
754
|
|
Per share data applicable to common shareholders:
|
|
|
|
|
|
|
|
||||||
Basic earnings/(loss)
|
$
|
0.62
|
|
|
$
|
—
|
|
|
|
|
$
|
0.62
|
|
Diluted earnings/(loss)
|
0.62
|
|
|
—
|
|
|
|
|
0.62
|
|
|
For the Six Months Ended June 30, 2018
|
||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
||||||
Net sales
|
$
|
12,990
|
|
|
$
|
4
|
|
|
(g)
|
|
$
|
12,994
|
|
Cost of products sold
|
8,380
|
|
|
3
|
|
|
(a)(b)(g)
|
|
8,383
|
|
|||
Gross profit
|
4,610
|
|
|
1
|
|
|
|
|
4,611
|
|
|||
Selling, general and administrative expenses, excluding impairment losses
|
1,535
|
|
|
—
|
|
|
|
|
1,535
|
|
|||
Goodwill impairment losses
|
164
|
|
|
(31
|
)
|
|
(f)
|
|
133
|
|
|||
Intangible asset impairment losses
|
101
|
|
|
—
|
|
|
|
|
101
|
|
|||
Selling, general and administrative expenses
|
1,800
|
|
|
(31
|
)
|
|
|
|
1,769
|
|
|||
Operating income/(loss)
|
2,810
|
|
|
32
|
|
|
|
|
2,842
|
|
|||
Interest expense
|
635
|
|
|
(2
|
)
|
|
(b)(g)
|
|
633
|
|
|||
Other expense/(income), net
|
(125
|
)
|
|
—
|
|
|
|
|
(125
|
)
|
|||
Income/(loss) before income taxes
|
2,300
|
|
|
34
|
|
|
|
|
2,334
|
|
|||
Provision for/(benefit from) income taxes
|
552
|
|
|
26
|
|
|
(a)(b)(e)(f)(g)
|
|
578
|
|
|||
Net income/(loss)
|
1,748
|
|
|
8
|
|
|
|
|
1,756
|
|
|||
Net income/(loss) attributable to noncontrolling interest
|
(1
|
)
|
|
—
|
|
|
|
|
(1
|
)
|
|||
Net income/(loss) attributable to Kraft Heinz
|
1,749
|
|
|
8
|
|
|
|
|
1,757
|
|
|||
Preferred dividends
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net income/(loss) attributable to common shareholders
|
$
|
1,749
|
|
|
$
|
8
|
|
|
|
|
$
|
1,757
|
|
Per share data applicable to common shareholders:
|
|
|
|
|
|
|
|
||||||
Basic earnings/(loss)
|
$
|
1.43
|
|
|
$
|
0.01
|
|
|
|
|
$
|
1.44
|
|
Diluted earnings/(loss)
|
1.43
|
|
|
—
|
|
|
|
|
1.43
|
|
|
For the Three Months Ended March 31, 2018
|
||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
||||||
Net sales
|
$
|
6,304
|
|
|
$
|
—
|
|
|
|
|
$
|
6,304
|
|
Cost of products sold
|
4,059
|
|
|
(19
|
)
|
|
(a)(b)(g)
|
|
4,040
|
|
|||
Gross profit
|
2,245
|
|
|
19
|
|
|
|
|
2,264
|
|
|||
Selling, general and administrative expenses, excluding impairment losses
|
764
|
|
|
—
|
|
|
|
|
764
|
|
|||
Goodwill impairment losses
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Intangible asset impairment losses
|
—
|
|
|
—
|
|
|
(f)
|
|
—
|
|
|||
Selling, general and administrative expenses
|
764
|
|
|
—
|
|
|
|
|
764
|
|
|||
Operating income/(loss)
|
1,481
|
|
|
19
|
|
|
|
|
1,500
|
|
|||
Interest expense
|
317
|
|
|
—
|
|
|
(b)(g)
|
|
317
|
|
|||
Other expense/(income), net
|
(90
|
)
|
|
—
|
|
|
|
|
(90
|
)
|
|||
Income/(loss) before income taxes
|
1,254
|
|
|
19
|
|
|
|
|
1,273
|
|
|||
Provision for/(benefit from) income taxes
|
261
|
|
|
9
|
|
|
(a)(b)(e)(f)(g)
|
|
270
|
|
|||
Net income/(loss)
|
993
|
|
|
10
|
|
|
|
|
1,003
|
|
|||
Net income/(loss) attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net income/(loss) attributable to Kraft Heinz
|
993
|
|
|
10
|
|
|
|
|
1,003
|
|
|||
Preferred dividends
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net income/(loss) attributable to common shareholders
|
$
|
993
|
|
|
$
|
10
|
|
|
|
|
$
|
1,003
|
|
Per share data applicable to common shareholders:
|
|
|
|
|
|
|
|
||||||
Basic earnings/(loss)
|
$
|
0.81
|
|
|
$
|
0.01
|
|
|
|
|
$
|
0.82
|
|
Diluted earnings/(loss)
|
0.81
|
|
|
0.01
|
|
|
|
|
0.82
|
|
|
For the Three Months Ended December 30, 2017
|
||||||||||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
|
ASU Adoption Impacts
|
|
As Restated & Recast
|
||||||||||
Net sales
|
$
|
6,877
|
|
|
$
|
(36
|
)
|
|
(c)(g)
|
|
$
|
6,841
|
|
|
$
|
—
|
|
|
$
|
6,841
|
|
Cost of products sold
|
4,470
|
|
|
(18
|
)
|
|
(a)(b)(c)(g)
|
|
4,452
|
|
|
102
|
|
|
4,554
|
|
|||||
Gross profit
|
2,407
|
|
|
(18
|
)
|
|
|
|
2,389
|
|
|
(102
|
)
|
|
2,287
|
|
|||||
Selling, general and administrative expenses, excluding impairment losses
|
767
|
|
|
(4
|
)
|
|
(c)(g)
|
|
763
|
|
|
15
|
|
|
778
|
|
|||||
Goodwill impairment losses
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Intangible asset impairment losses
|
—
|
|
|
—
|
|
|
(f)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Selling, general and administrative expenses
|
767
|
|
|
(4
|
)
|
|
|
|
763
|
|
|
15
|
|
|
778
|
|
|||||
Operating income/(loss)
|
1,640
|
|
|
(14
|
)
|
|
|
|
1,626
|
|
|
(117
|
)
|
|
1,509
|
|
|||||
Interest expense
|
308
|
|
|
—
|
|
|
(g)
|
|
308
|
|
|
—
|
|
|
308
|
|
|||||
Other expense/(income), net
|
1
|
|
|
—
|
|
|
|
|
1
|
|
|
(117
|
)
|
|
(116
|
)
|
|||||
Income/(loss) before income taxes
|
1,331
|
|
|
(14
|
)
|
|
|
|
1,317
|
|
|
—
|
|
|
1,317
|
|
|||||
Provision for/(benefit from) income taxes
|
(6,665
|
)
|
|
—
|
|
|
(a)(b)(e)(f)(g)
|
|
(6,665
|
)
|
|
—
|
|
|
(6,665
|
)
|
|||||
Net income/(loss)
|
7,996
|
|
|
(14
|
)
|
|
|
|
7,982
|
|
|
—
|
|
|
7,982
|
|
|||||
Net income/(loss) attributable to noncontrolling interest
|
(7
|
)
|
|
—
|
|
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|||||
Net income/(loss) attributable to Kraft Heinz
|
8,003
|
|
|
(14
|
)
|
|
|
|
7,989
|
|
|
—
|
|
|
7,989
|
|
|||||
Preferred dividends
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income/(loss) attributable to common shareholders
|
$
|
8,003
|
|
|
$
|
(14
|
)
|
|
|
|
$
|
7,989
|
|
|
$
|
—
|
|
|
$
|
7,989
|
|
Per share data applicable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings/(loss)
|
$
|
6.57
|
|
|
$
|
(0.02
|
)
|
|
|
|
$
|
6.55
|
|
|
$
|
—
|
|
|
$
|
6.55
|
|
Diluted earnings/(loss)
|
6.52
|
|
|
(0.02
|
)
|
|
|
|
6.50
|
|
|
—
|
|
|
6.50
|
|
|
For the Three Months Ended September 30, 2017
|
||||||||||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
|
ASU Adoption Impacts
|
|
As Restated & Recast
|
||||||||||
Net sales
|
$
|
6,314
|
|
|
$
|
(35
|
)
|
|
(c)(g)
|
|
$
|
6,279
|
|
|
$
|
—
|
|
|
$
|
6,279
|
|
Cost of products sold
|
4,000
|
|
|
14
|
|
|
(a)(c)(g)
|
|
4,014
|
|
|
109
|
|
|
4,123
|
|
|||||
Gross profit
|
2,314
|
|
|
(49
|
)
|
|
|
|
2,265
|
|
|
(109
|
)
|
|
2,156
|
|
|||||
Selling, general and administrative expenses, excluding impairment losses
|
652
|
|
|
(2
|
)
|
|
(c)
|
|
650
|
|
|
14
|
|
|
664
|
|
|||||
Goodwill impairment losses
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Intangible asset impairment losses
|
1
|
|
|
—
|
|
|
(f)
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Selling, general and administrative expenses
|
653
|
|
|
(2
|
)
|
|
|
|
651
|
|
|
14
|
|
|
665
|
|
|||||
Operating income/(loss)
|
1,661
|
|
|
(47
|
)
|
|
|
|
1,614
|
|
|
(123
|
)
|
|
1,491
|
|
|||||
Interest expense
|
306
|
|
|
—
|
|
|
(g)
|
|
306
|
|
|
—
|
|
|
306
|
|
|||||
Other expense/(income), net
|
(4
|
)
|
|
—
|
|
|
|
|
(4
|
)
|
|
(123
|
)
|
|
(127
|
)
|
|||||
Income/(loss) before income taxes
|
1,359
|
|
|
(47
|
)
|
|
|
|
1,312
|
|
|
—
|
|
|
1,312
|
|
|||||
Provision for/(benefit from) income taxes
|
416
|
|
|
(16
|
)
|
|
(a)(e)(f)(g)
|
|
400
|
|
|
—
|
|
|
400
|
|
|||||
Net income/(loss)
|
943
|
|
|
(31
|
)
|
|
|
|
912
|
|
|
—
|
|
|
912
|
|
|||||
Net income/(loss) attributable to noncontrolling interest
|
(1
|
)
|
|
—
|
|
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Net income/(loss) attributable to Kraft Heinz
|
944
|
|
|
(31
|
)
|
|
|
|
913
|
|
|
—
|
|
|
913
|
|
|||||
Preferred dividends
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income/(loss) attributable to common shareholders
|
$
|
944
|
|
|
$
|
(31
|
)
|
|
|
|
$
|
913
|
|
|
$
|
—
|
|
|
$
|
913
|
|
Per share data applicable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings/(loss)
|
$
|
0.78
|
|
|
$
|
(0.03
|
)
|
|
|
|
$
|
0.75
|
|
|
$
|
—
|
|
|
$
|
0.75
|
|
Diluted earnings/(loss)
|
0.77
|
|
|
(0.03
|
)
|
|
|
|
0.74
|
|
|
—
|
|
|
0.74
|
|
|
For the Nine Months Ended September 30, 2017
|
||||||||||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
|
ASU Adoption Impacts
|
|
As Restated & Recast
|
||||||||||
Net sales
|
$
|
19,355
|
|
|
$
|
(120
|
)
|
|
(c)(g)
|
|
$
|
19,235
|
|
|
$
|
—
|
|
|
$
|
19,235
|
|
Cost of products sold
|
12,059
|
|
|
(26
|
)
|
|
(a)(c)(g)
|
|
12,033
|
|
|
456
|
|
|
12,489
|
|
|||||
Gross profit
|
7,296
|
|
|
(94
|
)
|
|
|
|
7,202
|
|
|
(456
|
)
|
|
6,746
|
|
|||||
Selling, general and administrative expenses, excluding impairment losses
|
2,114
|
|
|
(28
|
)
|
|
(c)(g)
|
|
2,086
|
|
|
63
|
|
|
2,149
|
|
|||||
Goodwill impairment losses
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Intangible asset impairment losses
|
49
|
|
|
—
|
|
|
(f)
|
|
49
|
|
|
—
|
|
|
49
|
|
|||||
Selling, general and administrative expenses
|
2,163
|
|
|
(28
|
)
|
|
|
|
2,135
|
|
|
63
|
|
|
2,198
|
|
|||||
Operating income/(loss)
|
5,133
|
|
|
(66
|
)
|
|
|
|
5,067
|
|
|
(519
|
)
|
|
4,548
|
|
|||||
Interest expense
|
926
|
|
|
—
|
|
|
(g)
|
|
926
|
|
|
—
|
|
|
926
|
|
|||||
Other expense/(income), net
|
8
|
|
|
—
|
|
|
|
|
8
|
|
|
(519
|
)
|
|
(511
|
)
|
|||||
Income/(loss) before income taxes
|
4,199
|
|
|
(66
|
)
|
|
|
|
4,133
|
|
|
—
|
|
|
4,133
|
|
|||||
Provision for/(benefit from) income taxes
|
1,205
|
|
|
(22
|
)
|
|
(a)(e)(f)(g)
|
|
1,183
|
|
|
—
|
|
|
1,183
|
|
|||||
Net income/(loss)
|
2,994
|
|
|
(44
|
)
|
|
|
|
2,950
|
|
|
—
|
|
|
2,950
|
|
|||||
Net income/(loss) attributable to noncontrolling interest
|
(2
|
)
|
|
—
|
|
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||
Net income/(loss) attributable to Kraft Heinz
|
2,996
|
|
|
(44
|
)
|
|
|
|
2,952
|
|
|
—
|
|
|
2,952
|
|
|||||
Preferred dividends
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income/(loss) attributable to common shareholders
|
$
|
2,996
|
|
|
$
|
(44
|
)
|
|
|
|
$
|
2,952
|
|
|
$
|
—
|
|
|
$
|
2,952
|
|
Per share data applicable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings/(loss)
|
$
|
2.46
|
|
|
$
|
(0.04
|
)
|
|
|
|
$
|
2.42
|
|
|
$
|
—
|
|
|
$
|
2.42
|
|
Diluted earnings/(loss)
|
2.44
|
|
|
(0.04
|
)
|
|
|
|
2.40
|
|
|
—
|
|
|
2.40
|
|
|
For the Three Months Ended July 1, 2017
|
||||||||||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
|
ASU Adoption Impacts
|
|
As Restated & Recast
|
||||||||||
Net sales
|
$
|
6,677
|
|
|
$
|
(43
|
)
|
|
(c)(g)
|
|
$
|
6,634
|
|
|
$
|
—
|
|
|
$
|
6,634
|
|
Cost of products sold
|
3,996
|
|
|
(15
|
)
|
|
(a)(c)(g)
|
|
3,981
|
|
|
246
|
|
|
4,227
|
|
|||||
Gross profit
|
2,681
|
|
|
(28
|
)
|
|
|
|
2,653
|
|
|
(246
|
)
|
|
2,407
|
|
|||||
Selling, general and administrative expenses, excluding impairment losses
|
712
|
|
|
(24
|
)
|
|
(c)(g)
|
|
688
|
|
|
32
|
|
|
720
|
|
|||||
Goodwill impairment losses
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Intangible asset impairment losses
|
48
|
|
|
—
|
|
|
(f)
|
|
48
|
|
|
—
|
|
|
48
|
|
|||||
Selling, general and administrative expenses
|
760
|
|
|
(24
|
)
|
|
|
|
736
|
|
|
32
|
|
|
768
|
|
|||||
Operating income/(loss)
|
1,921
|
|
|
(4
|
)
|
|
|
|
1,917
|
|
|
(278
|
)
|
|
1,639
|
|
|||||
Interest expense
|
307
|
|
|
—
|
|
|
(g)
|
|
307
|
|
|
—
|
|
|
307
|
|
|||||
Other expense/(income), net
|
24
|
|
|
—
|
|
|
|
|
24
|
|
|
(278
|
)
|
|
(254
|
)
|
|||||
Income/(loss) before income taxes
|
1,590
|
|
|
(4
|
)
|
|
|
|
1,586
|
|
|
—
|
|
|
1,586
|
|
|||||
Provision for/(benefit from) income taxes
|
430
|
|
|
(1
|
)
|
|
(a)(e)(f)(g)
|
|
429
|
|
|
—
|
|
|
429
|
|
|||||
Net income/(loss)
|
1,160
|
|
|
(3
|
)
|
|
|
|
1,157
|
|
|
—
|
|
|
1,157
|
|
|||||
Net income/(loss) attributable to noncontrolling interest
|
1
|
|
|
—
|
|
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Net income/(loss) attributable to Kraft Heinz
|
1,159
|
|
|
(3
|
)
|
|
|
|
1,156
|
|
|
—
|
|
|
1,156
|
|
|||||
Preferred dividends
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income/(loss) attributable to common shareholders
|
$
|
1,159
|
|
|
$
|
(3
|
)
|
|
|
|
$
|
1,156
|
|
|
$
|
—
|
|
|
$
|
1,156
|
|
Per share data applicable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings/(loss)
|
$
|
0.95
|
|
|
$
|
—
|
|
|
|
|
$
|
0.95
|
|
|
$
|
—
|
|
|
$
|
0.95
|
|
Diluted earnings/(loss)
|
0.94
|
|
|
—
|
|
|
|
|
0.94
|
|
|
—
|
|
|
0.94
|
|
|
For the Six Months Ended July 1, 2017
|
||||||||||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
|
ASU Adoption Impacts
|
|
As Restated & Recast
|
||||||||||
Net sales
|
$
|
13,041
|
|
|
$
|
(85
|
)
|
|
(c)(g)
|
|
$
|
12,956
|
|
|
$
|
—
|
|
|
$
|
12,956
|
|
Cost of products sold
|
8,059
|
|
|
(40
|
)
|
|
(a)(c)(g)
|
|
8,019
|
|
|
347
|
|
|
8,366
|
|
|||||
Gross profit
|
4,982
|
|
|
(45
|
)
|
|
|
|
4,937
|
|
|
(347
|
)
|
|
4,590
|
|
|||||
Selling, general and administrative expenses, excluding impairment losses
|
1,462
|
|
|
(26
|
)
|
|
(c)(g)
|
|
1,436
|
|
|
49
|
|
|
1,485
|
|
|||||
Goodwill impairment losses
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Intangible asset impairment losses
|
48
|
|
|
—
|
|
|
(f)
|
|
48
|
|
|
—
|
|
|
48
|
|
|||||
Selling, general and administrative expenses
|
1,510
|
|
|
(26
|
)
|
|
|
|
1,484
|
|
|
49
|
|
|
1,533
|
|
|||||
Operating income/(loss)
|
3,472
|
|
|
(19
|
)
|
|
|
|
3,453
|
|
|
(396
|
)
|
|
3,057
|
|
|||||
Interest expense
|
620
|
|
|
—
|
|
|
(g)
|
|
620
|
|
|
—
|
|
|
620
|
|
|||||
Other expense/(income), net
|
12
|
|
|
—
|
|
|
|
|
12
|
|
|
(396
|
)
|
|
(384
|
)
|
|||||
Income/(loss) before income taxes
|
2,840
|
|
|
(19
|
)
|
|
|
|
2,821
|
|
|
—
|
|
|
2,821
|
|
|||||
Provision for/(benefit from) income taxes
|
789
|
|
|
(6
|
)
|
|
(a)(e)(f)(g)
|
|
783
|
|
|
—
|
|
|
783
|
|
|||||
Net income/(loss)
|
2,051
|
|
|
(13
|
)
|
|
|
|
2,038
|
|
|
—
|
|
|
2,038
|
|
|||||
Net income/(loss) attributable to noncontrolling interest
|
(1
|
)
|
|
—
|
|
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Net income/(loss) attributable to Kraft Heinz
|
2,052
|
|
|
(13
|
)
|
|
|
|
2,039
|
|
|
—
|
|
|
2,039
|
|
|||||
Preferred dividends
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income/(loss) attributable to common shareholders
|
$
|
2,052
|
|
|
$
|
(13
|
)
|
|
|
|
$
|
2,039
|
|
|
$
|
—
|
|
|
$
|
2,039
|
|
Per share data applicable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings/(loss)
|
$
|
1.69
|
|
|
$
|
(0.02
|
)
|
|
|
|
$
|
1.67
|
|
|
$
|
—
|
|
|
$
|
1.67
|
|
Diluted earnings/(loss)
|
1.67
|
|
|
(0.01
|
)
|
|
|
|
1.66
|
|
|
—
|
|
|
1.66
|
|
|
For the Three Months Ended April 1, 2017
|
||||||||||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
|
ASU Adoption Impacts
|
|
As Restated & Recast
|
||||||||||
Net sales
|
$
|
6,364
|
|
|
$
|
(42
|
)
|
|
(c)(g)
|
|
$
|
6,322
|
|
|
$
|
—
|
|
|
$
|
6,322
|
|
Cost of products sold
|
4,063
|
|
|
(25
|
)
|
|
(a)(c)(g)
|
|
4,038
|
|
|
101
|
|
|
4,139
|
|
|||||
Gross profit
|
2,301
|
|
|
(17
|
)
|
|
|
|
2,284
|
|
|
(101
|
)
|
|
2,183
|
|
|||||
Selling, general and administrative expenses, excluding impairment losses
|
750
|
|
|
(2
|
)
|
|
(c)
|
|
748
|
|
|
17
|
|
|
765
|
|
|||||
Goodwill impairment losses
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Intangible asset impairment losses
|
—
|
|
|
—
|
|
|
(f)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Selling, general and administrative expenses
|
750
|
|
|
(2
|
)
|
|
|
|
748
|
|
|
17
|
|
|
765
|
|
|||||
Operating income/(loss)
|
1,551
|
|
|
(15
|
)
|
|
|
|
1,536
|
|
|
(118
|
)
|
|
1,418
|
|
|||||
Interest expense
|
313
|
|
|
—
|
|
|
(g)
|
|
313
|
|
|
—
|
|
|
313
|
|
|||||
Other expense/(income), net
|
(12
|
)
|
|
—
|
|
|
|
|
(12
|
)
|
|
(118
|
)
|
|
(130
|
)
|
|||||
Income/(loss) before income taxes
|
1,250
|
|
|
(15
|
)
|
|
|
|
1,235
|
|
|
—
|
|
|
1,235
|
|
|||||
Provision for/(benefit from) income taxes
|
359
|
|
|
(5
|
)
|
|
(a)(e)(f)(g)
|
|
354
|
|
|
—
|
|
|
354
|
|
|||||
Net income/(loss)
|
891
|
|
|
(10
|
)
|
|
|
|
881
|
|
|
—
|
|
|
881
|
|
|||||
Net income/(loss) attributable to noncontrolling interest
|
(2
|
)
|
|
—
|
|
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||
Net income/(loss) attributable to Kraft Heinz
|
893
|
|
|
(10
|
)
|
|
|
|
883
|
|
|
—
|
|
|
883
|
|
|||||
Preferred dividends
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income/(loss) attributable to common shareholders
|
$
|
893
|
|
|
$
|
(10
|
)
|
|
|
|
$
|
883
|
|
|
$
|
—
|
|
|
$
|
883
|
|
Per share data applicable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings/(loss)
|
$
|
0.73
|
|
|
$
|
—
|
|
|
|
|
$
|
0.73
|
|
|
$
|
—
|
|
|
$
|
0.73
|
|
Diluted earnings/(loss)
|
0.73
|
|
|
(0.01
|
)
|
|
|
|
0.72
|
|
|
—
|
|
|
0.72
|
|
|
For the Three Months Ended September 29, 2018
|
||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
||||||
Net income/(loss)
|
$
|
628
|
|
|
$
|
(10
|
)
|
|
(a)(b)(e)(f)(g)
|
|
$
|
618
|
|
Other comprehensive income/(loss), net of tax:
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(146
|
)
|
|
2
|
|
|
(b)(e)(f)
|
|
(144
|
)
|
|||
Net deferred gains/(losses) on net investment hedges
|
13
|
|
|
—
|
|
|
|
|
13
|
|
|||
Amounts excluded from the effectiveness assessment of net investment hedges
|
3
|
|
|
—
|
|
|
|
|
3
|
|
|||
Net deferred losses/(gains) on net investment hedges reclassified to net income/(loss)
|
(2
|
)
|
|
—
|
|
|
|
|
(2
|
)
|
|||
Net deferred gains/(losses) on cash flow hedges
|
(16
|
)
|
|
—
|
|
|
|
|
(16
|
)
|
|||
Amounts excluded from the effectiveness assessment of cash flow hedges
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net deferred losses/(gains) on cash flow hedges reclassified to net income/(loss)
|
12
|
|
|
—
|
|
|
|
|
12
|
|
|||
Net actuarial gains/(losses) arising during the period
|
17
|
|
|
—
|
|
|
|
|
17
|
|
|||
Prior service credits/(costs) arising during the period
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net postemployment benefit losses/(gains) reclassified to net income/(loss)
|
(58
|
)
|
|
—
|
|
|
|
|
(58
|
)
|
|||
Total other comprehensive income/(loss)
|
(177
|
)
|
|
2
|
|
|
|
|
(175
|
)
|
|||
Total comprehensive income/(loss)
|
451
|
|
|
(8
|
)
|
|
|
|
443
|
|
|||
Comprehensive income/(loss) attributable to noncontrolling interest
|
(4
|
)
|
|
1
|
|
|
(g)
|
|
(3
|
)
|
|||
Comprehensive income/(loss) attributable to Kraft Heinz
|
$
|
455
|
|
|
$
|
(9
|
)
|
|
|
|
$
|
446
|
|
|
For the Nine Months Ended September 29, 2018
|
||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
||||||
Net income/(loss)
|
$
|
2,376
|
|
|
$
|
(2
|
)
|
|
(a)(b)(e)(f)(g)
|
|
$
|
2,374
|
|
Other comprehensive income/(loss), net of tax:
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(817
|
)
|
|
8
|
|
|
(b)(e)(f)
|
|
(809
|
)
|
|||
Net deferred gains/(losses) on net investment hedges
|
158
|
|
|
—
|
|
|
|
|
158
|
|
|||
Amounts excluded from the effectiveness assessment of net investment hedges
|
3
|
|
|
—
|
|
|
|
|
3
|
|
|||
Net deferred losses/(gains) on net investment hedges reclassified to net income/(loss)
|
(2
|
)
|
|
—
|
|
|
|
|
(2
|
)
|
|||
Net deferred gains/(losses) on cash flow hedges
|
40
|
|
|
—
|
|
|
|
|
40
|
|
|||
Amounts excluded from the effectiveness assessment of cash flow hedges
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net deferred losses/(gains) on cash flow hedges reclassified to net income/(loss)
|
(10
|
)
|
|
—
|
|
|
|
|
(10
|
)
|
|||
Net actuarial gains/(losses) arising during the period
|
70
|
|
|
—
|
|
|
|
|
70
|
|
|||
Prior service credits/(costs) arising during the period
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net postemployment benefit losses/(gains) reclassified to net income/(loss)
|
(133
|
)
|
|
—
|
|
|
|
|
(133
|
)
|
|||
Total other comprehensive income/(loss)
|
(691
|
)
|
|
8
|
|
|
|
|
(683
|
)
|
|||
Total comprehensive income/(loss)
|
1,685
|
|
|
6
|
|
|
|
|
1,691
|
|
|||
Comprehensive income/(loss) attributable to noncontrolling interest
|
(16
|
)
|
|
1
|
|
|
(g)
|
|
(15
|
)
|
|||
Comprehensive income/(loss) attributable to Kraft Heinz
|
$
|
1,701
|
|
|
$
|
5
|
|
|
|
|
$
|
1,706
|
|
|
For the Three Months Ended June 30, 2018
|
||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
||||||
Net income/(loss)
|
$
|
755
|
|
|
$
|
(2
|
)
|
|
(a)(b)(e)(f)(g)
|
|
$
|
753
|
|
Other comprehensive income/(loss), net of tax:
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(868
|
)
|
|
6
|
|
|
(b)(e)(f)
|
|
(862
|
)
|
|||
Net deferred gains/(losses) on net investment hedges
|
219
|
|
|
—
|
|
|
|
|
219
|
|
|||
Amounts excluded from the effectiveness assessment of net investment hedges
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net deferred losses/(gains) on net investment hedges reclassified to net income/(loss)
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net deferred gains/(losses) on cash flow hedges
|
34
|
|
|
—
|
|
|
|
|
34
|
|
|||
Amounts excluded from the effectiveness assessment of cash flow hedges
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net deferred losses/(gains) on cash flow hedges reclassified to net income/(loss)
|
(9
|
)
|
|
—
|
|
|
|
|
(9
|
)
|
|||
Net actuarial gains/(losses) arising during the period
|
53
|
|
|
—
|
|
|
|
|
53
|
|
|||
Prior service credits/(costs) arising during the period
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net postemployment benefit losses/(gains) reclassified to net income/(loss)
|
(17
|
)
|
|
—
|
|
|
|
|
(17
|
)
|
|||
Total other comprehensive income/(loss)
|
(588
|
)
|
|
6
|
|
|
|
|
(582
|
)
|
|||
Total comprehensive income/(loss)
|
167
|
|
|
4
|
|
|
|
|
171
|
|
|||
Comprehensive income/(loss) attributable to noncontrolling interest
|
(7
|
)
|
|
—
|
|
|
|
|
(7
|
)
|
|||
Comprehensive income/(loss) attributable to Kraft Heinz
|
$
|
174
|
|
|
$
|
4
|
|
|
|
|
$
|
178
|
|
|
For the Six Months Ended June 30, 2018
|
||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
||||||
Net income/(loss)
|
$
|
1,748
|
|
|
$
|
8
|
|
|
(a)(b)(e)(f)(g)
|
|
$
|
1,756
|
|
Other comprehensive income/(loss), net of tax:
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(671
|
)
|
|
6
|
|
|
(b)(e)(f)
|
|
(665
|
)
|
|||
Net deferred gains/(losses) on net investment hedges
|
145
|
|
|
—
|
|
|
|
|
145
|
|
|||
Amounts excluded from the effectiveness assessment of net investment hedges
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net deferred losses/(gains) on net investment hedges reclassified to net income/(loss)
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net deferred gains/(losses) on cash flow hedges
|
56
|
|
|
—
|
|
|
|
|
56
|
|
|||
Amounts excluded from the effectiveness assessment of cash flow hedges
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net deferred losses/(gains) on cash flow hedges reclassified to net income/(loss)
|
(22
|
)
|
|
—
|
|
|
|
|
(22
|
)
|
|||
Net actuarial gains/(losses) arising during the period
|
53
|
|
|
—
|
|
|
|
|
53
|
|
|||
Prior service credits/(costs) arising during the period
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net postemployment benefit losses/(gains) reclassified to net income/(loss)
|
(75
|
)
|
|
—
|
|
|
|
|
(75
|
)
|
|||
Total other comprehensive income/(loss)
|
(514
|
)
|
|
6
|
|
|
|
|
(508
|
)
|
|||
Total comprehensive income/(loss)
|
1,234
|
|
|
14
|
|
|
|
|
1,248
|
|
|||
Comprehensive income/(loss) attributable to noncontrolling interest
|
(12
|
)
|
|
—
|
|
|
|
|
(12
|
)
|
|||
Comprehensive income/(loss) attributable to Kraft Heinz
|
$
|
1,246
|
|
|
$
|
14
|
|
|
|
|
$
|
1,260
|
|
|
For the Three Months Ended March 31, 2018
|
||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
||||||
Net income/(loss)
|
$
|
993
|
|
|
$
|
10
|
|
|
(a)(b)(e)(f)(g)
|
|
$
|
1,003
|
|
Other comprehensive income/(loss), net of tax:
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
197
|
|
|
—
|
|
|
(b)(e)
|
|
197
|
|
|||
Net deferred gains/(losses) on net investment hedges
|
(74
|
)
|
|
—
|
|
|
|
|
(74
|
)
|
|||
Amounts excluded from the effectiveness assessment of net investment hedges
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net deferred losses/(gains) on net investment hedges reclassified to net income/(loss)
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net deferred gains/(losses) on cash flow hedges
|
22
|
|
|
—
|
|
|
|
|
22
|
|
|||
Amounts excluded from the effectiveness assessment of cash flow hedges
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net deferred losses/(gains) on cash flow hedges reclassified to net income/(loss)
|
(13
|
)
|
|
—
|
|
|
|
|
(13
|
)
|
|||
Net actuarial gains/(losses) arising during the period
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Prior service credits/(costs) arising during the period
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net postemployment benefit losses/(gains) reclassified to net income/(loss)
|
(58
|
)
|
|
—
|
|
|
|
|
(58
|
)
|
|||
Total other comprehensive income/(loss)
|
74
|
|
|
—
|
|
|
|
|
74
|
|
|||
Total comprehensive income/(loss)
|
1,067
|
|
|
10
|
|
|
|
|
1,077
|
|
|||
Comprehensive income/(loss) attributable to noncontrolling interest
|
(5
|
)
|
|
—
|
|
|
|
|
(5
|
)
|
|||
Comprehensive income/(loss) attributable to Kraft Heinz
|
$
|
1,072
|
|
|
$
|
10
|
|
|
|
|
$
|
1,082
|
|
|
For the Three Months Ended December 30, 2017
|
||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
||||||
Net income/(loss)
|
$
|
7,996
|
|
|
$
|
(14
|
)
|
|
(a)(b)(e)(f)(g)
|
|
$
|
7,982
|
|
Other comprehensive income/(loss), net of tax:
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
5
|
|
|
2
|
|
|
(b)(e)
|
|
7
|
|
|||
Net deferred gains/(losses) on net investment hedges
|
(26
|
)
|
|
—
|
|
|
|
|
(26
|
)
|
|||
Amounts excluded from the effectiveness assessment of net investment hedges
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net deferred losses/(gains) on net investment hedges reclassified to net income/(loss)
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net deferred gains/(losses) on cash flow hedges
|
23
|
|
|
—
|
|
|
|
|
23
|
|
|||
Amounts excluded from the effectiveness assessment of cash flow hedges
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net deferred losses/(gains) on cash flow hedges reclassified to net income/(loss)
|
(12
|
)
|
|
—
|
|
|
|
|
(12
|
)
|
|||
Net actuarial gains/(losses) arising during the period
|
82
|
|
|
—
|
|
|
|
|
82
|
|
|||
Prior service credits/(costs) arising during the period
|
16
|
|
|
—
|
|
|
|
|
16
|
|
|||
Net postemployment benefit losses/(gains) reclassified to net income/(loss)
|
(49
|
)
|
|
—
|
|
|
|
|
(49
|
)
|
|||
Total other comprehensive income/(loss)
|
39
|
|
|
2
|
|
|
|
|
41
|
|
|||
Total comprehensive income/(loss)
|
8,035
|
|
|
(12
|
)
|
|
|
|
8,023
|
|
|||
Comprehensive income/(loss) attributable to noncontrolling interest
|
1
|
|
|
—
|
|
|
|
|
1
|
|
|||
Comprehensive income/(loss) attributable to Kraft Heinz
|
$
|
8,034
|
|
|
$
|
(12
|
)
|
|
|
|
$
|
8,022
|
|
|
For the Three Months Ended September 30, 2017
|
||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
||||||
Net income/(loss)
|
$
|
943
|
|
|
$
|
(31
|
)
|
|
(a)(e)(f)(g)
|
|
$
|
912
|
|
Other comprehensive income/(loss), net of tax:
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
421
|
|
|
(2
|
)
|
|
(e)
|
|
419
|
|
|||
Net deferred gains/(losses) on net investment hedges
|
(124
|
)
|
|
—
|
|
|
|
|
(124
|
)
|
|||
Amounts excluded from the effectiveness assessment of net investment hedges
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net deferred losses/(gains) on net investment hedges reclassified to net income/(loss)
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net deferred gains/(losses) on cash flow hedges
|
(70
|
)
|
|
—
|
|
|
|
|
(70
|
)
|
|||
Amounts excluded from the effectiveness assessment of cash flow hedges
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net deferred losses/(gains) on cash flow hedges reclassified to net income/(loss)
|
51
|
|
|
—
|
|
|
|
|
51
|
|
|||
Net actuarial gains/(losses) arising during the period
|
(4
|
)
|
|
—
|
|
|
|
|
(4
|
)
|
|||
Prior service credits/(costs) arising during the period
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net postemployment benefit losses/(gains) reclassified to net income/(loss)
|
(51
|
)
|
|
—
|
|
|
|
|
(51
|
)
|
|||
Total other comprehensive income/(loss)
|
223
|
|
|
(2
|
)
|
|
|
|
221
|
|
|||
Total comprehensive income/(loss)
|
1,166
|
|
|
(33
|
)
|
|
|
|
1,133
|
|
|||
Comprehensive income/(loss) attributable to noncontrolling interest
|
(1
|
)
|
|
—
|
|
|
|
|
(1
|
)
|
|||
Comprehensive income/(loss) attributable to Kraft Heinz
|
$
|
1,167
|
|
|
$
|
(33
|
)
|
|
|
|
$
|
1,134
|
|
|
For the Nine Months Ended September 30, 2017
|
||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
||||||
Net income/(loss)
|
$
|
2,994
|
|
|
$
|
(44
|
)
|
|
(a)(e)(f)(g)
|
|
$
|
2,950
|
|
Other comprehensive income/(loss), net of tax:
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
1,179
|
|
|
(1
|
)
|
|
(e)
|
|
1,178
|
|
|||
Net deferred gains/(losses) on net investment hedges
|
(327
|
)
|
|
—
|
|
|
|
|
(327
|
)
|
|||
Amounts excluded from the effectiveness assessment of net investment hedges
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net deferred losses/(gains) on net investment hedges reclassified to net income/(loss)
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net deferred gains/(losses) on cash flow hedges
|
(136
|
)
|
|
—
|
|
|
|
|
(136
|
)
|
|||
Amounts excluded from the effectiveness assessment of cash flow hedges
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net deferred losses/(gains) on cash flow hedges reclassified to net income/(loss)
|
97
|
|
|
—
|
|
|
|
|
97
|
|
|||
Net actuarial gains/(losses) arising during the period
|
(13
|
)
|
|
—
|
|
|
|
|
(13
|
)
|
|||
Prior service credits/(costs) arising during the period
|
1
|
|
|
—
|
|
|
|
|
1
|
|
|||
Net postemployment benefit losses/(gains) reclassified to net income/(loss)
|
(260
|
)
|
|
—
|
|
|
|
|
(260
|
)
|
|||
Total other comprehensive income/(loss)
|
541
|
|
|
(1
|
)
|
|
|
|
540
|
|
|||
Total comprehensive income/(loss)
|
3,535
|
|
|
(45
|
)
|
|
|
|
3,490
|
|
|||
Comprehensive income/(loss) attributable to noncontrolling interest
|
(4
|
)
|
|
—
|
|
|
|
|
(4
|
)
|
|||
Comprehensive income/(loss) attributable to Kraft Heinz
|
$
|
3,539
|
|
|
$
|
(45
|
)
|
|
|
|
$
|
3,494
|
|
|
For the Three Months Ended July 1, 2017
|
||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
||||||
Net income/(loss)
|
$
|
1,160
|
|
|
$
|
(3
|
)
|
|
(a)(e)(f)(g)
|
|
$
|
1,157
|
|
Other comprehensive income/(loss), net of tax:
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
451
|
|
|
4
|
|
|
(e)
|
|
455
|
|
|||
Net deferred gains/(losses) on net investment hedges
|
(152
|
)
|
|
—
|
|
|
|
|
(152
|
)
|
|||
Amounts excluded from the effectiveness assessment of net investment hedges
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net deferred losses/(gains) on net investment hedges reclassified to net income/(loss)
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net deferred gains/(losses) on cash flow hedges
|
(32
|
)
|
|
—
|
|
|
|
|
(32
|
)
|
|||
Amounts excluded from the effectiveness assessment of cash flow hedges
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net deferred losses/(gains) on cash flow hedges reclassified to net income/(loss)
|
26
|
|
|
—
|
|
|
|
|
26
|
|
|||
Net actuarial gains/(losses) arising during the period
|
1
|
|
|
—
|
|
|
|
|
1
|
|
|||
Prior service credits/(costs) arising during the period
|
1
|
|
|
—
|
|
|
|
|
1
|
|
|||
Net postemployment benefit losses/(gains) reclassified to net income/(loss)
|
(154
|
)
|
|
—
|
|
|
|
|
(154
|
)
|
|||
Total other comprehensive income/(loss)
|
141
|
|
|
4
|
|
|
|
|
145
|
|
|||
Total comprehensive income/(loss)
|
1,301
|
|
|
1
|
|
|
|
|
1,302
|
|
|||
Comprehensive income/(loss) attributable to noncontrolling interest
|
1
|
|
|
—
|
|
|
|
|
1
|
|
|||
Comprehensive income/(loss) attributable to Kraft Heinz
|
$
|
1,300
|
|
|
$
|
1
|
|
|
|
|
$
|
1,301
|
|
|
For the Six Months Ended July 1, 2017
|
||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
||||||
Net income/(loss)
|
$
|
2,051
|
|
|
$
|
(13
|
)
|
|
(a)(e)(f)(g)
|
|
$
|
2,038
|
|
Other comprehensive income/(loss), net of tax:
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
758
|
|
|
1
|
|
|
(e)
|
|
759
|
|
|||
Net deferred gains/(losses) on net investment hedges
|
(203
|
)
|
|
—
|
|
|
|
|
(203
|
)
|
|||
Amounts excluded from the effectiveness assessment of net investment hedges
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net deferred losses/(gains) on net investment hedges reclassified to net income/(loss)
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net deferred gains/(losses) on cash flow hedges
|
(66
|
)
|
|
—
|
|
|
|
|
(66
|
)
|
|||
Amounts excluded from the effectiveness assessment of cash flow hedges
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net deferred losses/(gains) on cash flow hedges reclassified to net income/(loss)
|
46
|
|
|
—
|
|
|
|
|
46
|
|
|||
Net actuarial gains/(losses) arising during the period
|
(9
|
)
|
|
—
|
|
|
|
|
(9
|
)
|
|||
Prior service credits/(costs) arising during the period
|
1
|
|
|
—
|
|
|
|
|
1
|
|
|||
Net postemployment benefit losses/(gains) reclassified to net income/(loss)
|
(209
|
)
|
|
—
|
|
|
|
|
(209
|
)
|
|||
Total other comprehensive income/(loss)
|
318
|
|
|
1
|
|
|
|
|
319
|
|
|||
Total comprehensive income/(loss)
|
2,369
|
|
|
(12
|
)
|
|
|
|
2,357
|
|
|||
Comprehensive income/(loss) attributable to noncontrolling interest
|
(3
|
)
|
|
—
|
|
|
|
|
(3
|
)
|
|||
Comprehensive income/(loss) attributable to Kraft Heinz
|
$
|
2,372
|
|
|
$
|
(12
|
)
|
|
|
|
$
|
2,360
|
|
|
For the Three Months Ended April 1, 2017
|
||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
||||||
Net income/(loss)
|
$
|
891
|
|
|
$
|
(10
|
)
|
|
(a)(e)(f)(g)
|
|
$
|
881
|
|
Other comprehensive income/(loss), net of tax:
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
307
|
|
|
(3
|
)
|
|
(e)
|
|
304
|
|
|||
Net deferred gains/(losses) on net investment hedges
|
(51
|
)
|
|
—
|
|
|
|
|
(51
|
)
|
|||
Amounts excluded from the effectiveness assessment of net investment hedges
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net deferred losses/(gains) on net investment hedges reclassified to net income/(loss)
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net deferred gains/(losses) on cash flow hedges
|
(34
|
)
|
|
—
|
|
|
|
|
(34
|
)
|
|||
Amounts excluded from the effectiveness assessment of cash flow hedges
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net deferred losses/(gains) on cash flow hedges reclassified to net income/(loss)
|
20
|
|
|
—
|
|
|
|
|
20
|
|
|||
Net actuarial gains/(losses) arising during the period
|
(10
|
)
|
|
—
|
|
|
|
|
(10
|
)
|
|||
Prior service credits/(costs) arising during the period
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net postemployment benefit losses/(gains) reclassified to net income/(loss)
|
(55
|
)
|
|
—
|
|
|
|
|
(55
|
)
|
|||
Total other comprehensive income/(loss)
|
177
|
|
|
(3
|
)
|
|
|
|
174
|
|
|||
Total comprehensive income/(loss)
|
1,068
|
|
|
(13
|
)
|
|
|
|
1,055
|
|
|||
Comprehensive income/(loss) attributable to noncontrolling interest
|
(4
|
)
|
|
—
|
|
|
|
|
(4
|
)
|
|||
Comprehensive income/(loss) attributable to Kraft Heinz
|
$
|
1,072
|
|
|
$
|
(13
|
)
|
|
|
|
$
|
1,059
|
|
|
September 29, 2018
|
||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
||||||
ASSETS
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
1,366
|
|
|
$
|
—
|
|
|
|
|
$
|
1,366
|
|
Trade receivables (net of allowances of $24 at September 29, 2018)
|
2,032
|
|
|
—
|
|
|
|
|
2,032
|
|
|||
Sold receivables
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Income taxes receivable
|
195
|
|
|
8
|
|
|
(a)(b)(e)(g)
|
|
203
|
|
|||
Inventories
|
3,287
|
|
|
(73
|
)
|
|
(d)(g)
|
|
3,214
|
|
|||
Prepaid expenses
|
389
|
|
|
—
|
|
|
|
|
389
|
|
|||
Other current assets
|
321
|
|
|
31
|
|
|
(a)(d)
|
|
352
|
|
|||
Assets held for sale
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Total current assets
|
7,590
|
|
|
(34
|
)
|
|
|
|
7,556
|
|
|||
Property, plant and equipment, net
|
7,216
|
|
|
(142
|
)
|
|
(b)(g)
|
|
7,074
|
|
|||
Goodwill
|
44,308
|
|
|
31
|
|
|
(f)(g)
|
|
44,339
|
|
|||
Intangible assets, net
|
58,727
|
|
|
—
|
|
|
|
|
58,727
|
|
|||
Other non-current assets
|
1,889
|
|
|
(10
|
)
|
|
(e)
|
|
1,879
|
|
|||
TOTAL ASSETS
|
$
|
119,730
|
|
|
$
|
(155
|
)
|
|
|
|
$
|
119,575
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
||||||
Commercial paper and other short-term debt
|
$
|
973
|
|
|
$
|
—
|
|
|
|
|
$
|
973
|
|
Current portion of long-term debt
|
405
|
|
|
(34
|
)
|
|
(b)(g)
|
|
371
|
|
|||
Trade payables
|
4,312
|
|
|
(74
|
)
|
|
(g)
|
|
4,238
|
|
|||
Accrued marketing
|
494
|
|
|
—
|
|
|
|
|
494
|
|
|||
Interest payable
|
315
|
|
|
—
|
|
|
|
|
315
|
|
|||
Other current liabilities
|
1,082
|
|
|
149
|
|
|
(a)(g)
|
|
1,231
|
|
|||
Liabilities held for sale
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Total current liabilities
|
7,581
|
|
|
41
|
|
|
|
|
7,622
|
|
|||
Long-term debt
|
30,998
|
|
|
(111
|
)
|
|
(b)(g)
|
|
30,887
|
|
|||
Deferred income taxes
|
14,215
|
|
|
9
|
|
|
(a)(e)(g)
|
|
14,224
|
|
|||
Accrued postemployment costs
|
394
|
|
|
—
|
|
|
|
|
394
|
|
|||
Other non-current liabilities
|
964
|
|
|
71
|
|
|
(a)
|
|
1,035
|
|
|||
TOTAL LIABILITIES
|
54,152
|
|
|
10
|
|
|
|
|
54,162
|
|
|||
Commitments and Contingencies
|
|
|
|
|
|
|
|
||||||
Redeemable noncontrolling interest
|
6
|
|
|
—
|
|
|
|
|
6
|
|
|||
Equity:
|
|
|
|
|
|
|
|
||||||
Common stock, $0.01 par value (5,000 shares authorized; 1,222 shares issued and 1,219 shares outstanding at September 29, 2018)
|
12
|
|
|
—
|
|
|
|
|
12
|
|
|||
Additional paid-in capital
|
58,793
|
|
|
(77
|
)
|
|
(d)
|
|
58,716
|
|
|||
Retained earnings/(deficit)
|
8,576
|
|
|
(97
|
)
|
|
(a)(b)(d)(e)(f)(g)
|
|
8,479
|
|
|||
Accumulated other comprehensive income/(losses)
|
(1,732
|
)
|
|
8
|
|
|
(b)(e)(f)
|
|
(1,724
|
)
|
|||
Treasury stock, at cost (3 shares at September 29, 2018)
|
(264
|
)
|
|
—
|
|
|
|
|
(264
|
)
|
|||
Total shareholders' equity
|
65,385
|
|
|
(166
|
)
|
|
|
|
65,219
|
|
|||
Noncontrolling interest
|
187
|
|
|
1
|
|
|
(g)
|
|
188
|
|
|||
TOTAL EQUITY
|
65,572
|
|
|
(165
|
)
|
|
|
|
65,407
|
|
|||
TOTAL LIABILITIES AND EQUITY
|
$
|
119,730
|
|
|
$
|
(155
|
)
|
|
|
|
$
|
119,575
|
|
|
June 30, 2018
|
||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
||||||
ASSETS
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
3,369
|
|
|
$
|
—
|
|
|
|
|
$
|
3,369
|
|
Trade receivables (net of allowances of $24 at June 30, 2018)
|
1,950
|
|
|
—
|
|
|
|
|
1,950
|
|
|||
Sold receivables
|
37
|
|
|
—
|
|
|
|
|
37
|
|
|||
Income taxes receivable
|
177
|
|
|
34
|
|
|
(a)(b)(e)(g)
|
|
211
|
|
|||
Inventories
|
3,161
|
|
|
(67
|
)
|
|
(d)(g)
|
|
3,094
|
|
|||
Prepaid expenses
|
388
|
|
|
—
|
|
|
|
|
388
|
|
|||
Other current assets
|
419
|
|
|
12
|
|
|
(a)(d)(g)
|
|
431
|
|
|||
Assets held for sale
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Total current assets
|
9,501
|
|
|
(21
|
)
|
|
|
|
9,480
|
|
|||
Property, plant and equipment, net
|
7,258
|
|
|
(141
|
)
|
|
(b)(g)
|
|
7,117
|
|
|||
Goodwill
|
44,270
|
|
|
32
|
|
|
(f)(g)
|
|
44,302
|
|
|||
Intangible assets, net
|
59,101
|
|
|
(17
|
)
|
|
(f)
|
|
59,084
|
|
|||
Other non-current assets
|
1,766
|
|
|
—
|
|
|
|
|
1,766
|
|
|||
TOTAL ASSETS
|
$
|
121,896
|
|
|
$
|
(147
|
)
|
|
|
|
$
|
121,749
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
||||||
Commercial paper and other short-term debt
|
$
|
34
|
|
|
$
|
—
|
|
|
|
|
$
|
34
|
|
Current portion of long-term debt
|
2,754
|
|
|
(31
|
)
|
|
(b)(g)
|
|
2,723
|
|
|||
Trade payables
|
4,326
|
|
|
(90
|
)
|
|
(g)
|
|
4,236
|
|
|||
Accrued marketing
|
474
|
|
|
6
|
|
|
(g)
|
|
480
|
|
|||
Interest payable
|
404
|
|
|
—
|
|
|
|
|
404
|
|
|||
Other current liabilities
|
1,099
|
|
|
137
|
|
|
(a)(g)
|
|
1,236
|
|
|||
Liabilities held for sale
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Total current liabilities
|
9,091
|
|
|
22
|
|
|
|
|
9,113
|
|
|||
Long-term debt
|
31,380
|
|
|
(111
|
)
|
|
(b)(g)
|
|
31,269
|
|
|||
Deferred income taxes
|
14,230
|
|
|
30
|
|
|
(a)(e)(f)(g)
|
|
14,260
|
|
|||
Accrued postemployment costs
|
394
|
|
|
—
|
|
|
|
|
394
|
|
|||
Other non-current liabilities
|
929
|
|
|
69
|
|
|
(a)
|
|
998
|
|
|||
TOTAL LIABILITIES
|
56,024
|
|
|
10
|
|
|
|
|
56,034
|
|
|||
Commitments and Contingencies
|
|
|
|
|
|
|
|
||||||
Redeemable noncontrolling interest
|
7
|
|
|
—
|
|
|
|
|
7
|
|
|||
Equity:
|
|
|
|
|
|
|
|
||||||
Common stock, $0.01 par value (5,000 shares authorized; 1,222 shares issued and 1,219 shares outstanding at June 30, 2018)
|
12
|
|
|
—
|
|
|
|
|
12
|
|
|||
Additional paid-in capital
|
58,766
|
|
|
(77
|
)
|
|
(d)
|
|
58,689
|
|
|||
Retained earnings/(deficit)
|
8,710
|
|
|
(86
|
)
|
|
(a)(b)(d)(e)(f)(g)
|
|
8,624
|
|
|||
Accumulated other comprehensive income/(losses)
|
(1,557
|
)
|
|
6
|
|
|
(b)(e)(f)
|
|
(1,551
|
)
|
|||
Treasury stock, at cost (3 shares at June 30, 2018)
|
(254
|
)
|
|
—
|
|
|
|
|
(254
|
)
|
|||
Total shareholders' equity
|
65,677
|
|
|
(157
|
)
|
|
|
|
65,520
|
|
|||
Noncontrolling interest
|
188
|
|
|
—
|
|
|
|
|
188
|
|
|||
TOTAL EQUITY
|
65,865
|
|
|
(157
|
)
|
|
|
|
65,708
|
|
|||
TOTAL LIABILITIES AND EQUITY
|
$
|
121,896
|
|
|
$
|
(147
|
)
|
|
|
|
$
|
121,749
|
|
|
March 31, 2018
|
||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
||||||
ASSETS
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
1,794
|
|
|
$
|
—
|
|
|
|
|
$
|
1,794
|
|
Trade receivables (net of allowances of $24 at March 31, 2018)
|
1,044
|
|
|
—
|
|
|
|
|
1,044
|
|
|||
Sold receivables
|
530
|
|
|
—
|
|
|
|
|
530
|
|
|||
Income taxes receivable
|
150
|
|
|
(29
|
)
|
|
(a)(b)(d)(e)(g)
|
|
121
|
|
|||
Inventories
|
3,144
|
|
|
(55
|
)
|
|
(d)(g)
|
|
3,089
|
|
|||
Prepaid expenses
|
367
|
|
|
—
|
|
|
|
|
367
|
|
|||
Other current assets
|
408
|
|
|
18
|
|
|
(a)(d)(g)
|
|
426
|
|
|||
Assets held for sale
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Total current assets
|
7,437
|
|
|
(66
|
)
|
|
|
|
7,371
|
|
|||
Property, plant and equipment, net
|
7,267
|
|
|
(122
|
)
|
|
(b)(g)
|
|
7,145
|
|
|||
Goodwill
|
44,843
|
|
|
1
|
|
|
(g)
|
|
44,844
|
|
|||
Intangible assets, net
|
59,600
|
|
|
(17
|
)
|
|
(f)
|
|
59,583
|
|
|||
Other non-current assets
|
1,640
|
|
|
—
|
|
|
|
|
1,640
|
|
|||
TOTAL ASSETS
|
$
|
120,787
|
|
|
$
|
(204
|
)
|
|
|
|
$
|
120,583
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
||||||
Commercial paper and other short-term debt
|
$
|
1,001
|
|
|
$
|
2
|
|
|
(g)
|
|
$
|
1,003
|
|
Current portion of long-term debt
|
2,742
|
|
|
(27
|
)
|
|
(b)(g)
|
|
2,715
|
|
|||
Trade payables
|
4,241
|
|
|
(93
|
)
|
|
(g)
|
|
4,148
|
|
|||
Accrued marketing
|
567
|
|
|
9
|
|
|
(g)
|
|
576
|
|
|||
Interest payable
|
345
|
|
|
—
|
|
|
|
|
345
|
|
|||
Other current liabilities
|
1,433
|
|
|
67
|
|
|
(a)(d)(e)(g)
|
|
1,500
|
|
|||
Liabilities held for sale
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Total current liabilities
|
10,329
|
|
|
(42
|
)
|
|
|
|
10,287
|
|
|||
Long-term debt
|
28,561
|
|
|
(96
|
)
|
|
(b)(g)
|
|
28,465
|
|
|||
Deferred income taxes
|
14,085
|
|
|
21
|
|
|
(a)(e)(f)(g)
|
|
14,106
|
|
|||
Accrued postemployment costs
|
400
|
|
|
—
|
|
|
|
|
400
|
|
|||
Other non-current liabilities
|
949
|
|
|
74
|
|
|
(a)
|
|
1,023
|
|
|||
TOTAL LIABILITIES
|
54,324
|
|
|
(43
|
)
|
|
|
|
54,281
|
|
|||
Commitments and Contingencies
|
|
|
|
|
|
|
|
||||||
Redeemable noncontrolling interest
|
8
|
|
|
—
|
|
|
|
|
8
|
|
|||
Equity:
|
|
|
|
|
|
|
|
||||||
Common stock, $0.01 par value (5,000 shares authorized; 1,222 shares issued and 1,219 shares outstanding at March 31, 2018)
|
12
|
|
|
—
|
|
|
|
|
12
|
|
|||
Additional paid-in capital
|
58,733
|
|
|
(77
|
)
|
|
(d)
|
|
58,656
|
|
|||
Retained earnings/(deficit)
|
8,718
|
|
|
(84
|
)
|
|
(a)(b)(d)(e)(f)(g)
|
|
8,634
|
|
|||
Accumulated other comprehensive income/(losses)
|
(975
|
)
|
|
—
|
|
|
(b)(e)
|
|
(975
|
)
|
|||
Treasury stock, at cost (3 shares at March 31, 2018)
|
(240
|
)
|
|
—
|
|
|
|
|
(240
|
)
|
|||
Total shareholders' equity
|
66,248
|
|
|
(161
|
)
|
|
|
|
66,087
|
|
|||
Noncontrolling interest
|
207
|
|
|
—
|
|
|
|
|
207
|
|
|||
TOTAL EQUITY
|
66,455
|
|
|
(161
|
)
|
|
|
|
66,294
|
|
|||
TOTAL LIABILITIES AND EQUITY
|
$
|
120,787
|
|
|
$
|
(204
|
)
|
|
|
|
$
|
120,583
|
|
|
September 30, 2017
|
||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
||||||
ASSETS
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
1,441
|
|
|
$
|
—
|
|
|
|
|
$
|
1,441
|
|
Trade receivables (net of allowances of $29 at September 30, 2017)
|
938
|
|
|
—
|
|
|
|
|
938
|
|
|||
Sold receivables
|
427
|
|
|
—
|
|
|
|
|
427
|
|
|||
Income taxes receivable
|
328
|
|
|
(38
|
)
|
|
(a)(e)(g)
|
|
290
|
|
|||
Inventories
|
3,188
|
|
|
(52
|
)
|
|
(d)
|
|
3,136
|
|
|||
Prepaid expenses
|
368
|
|
|
—
|
|
|
|
|
368
|
|
|||
Other current assets
|
538
|
|
|
(11
|
)
|
|
(a)(d)
|
|
527
|
|
|||
Assets held for sale
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Total current assets
|
7,228
|
|
|
(101
|
)
|
|
|
|
7,127
|
|
|||
Property, plant and equipment, net
|
6,934
|
|
|
(32
|
)
|
|
(b)(g)
|
|
6,902
|
|
|||
Goodwill
|
44,858
|
|
|
1
|
|
|
(g)
|
|
44,859
|
|
|||
Intangible assets, net
|
59,500
|
|
|
(17
|
)
|
|
(f)
|
|
59,483
|
|
|||
Other non-current assets
|
1,531
|
|
|
—
|
|
|
|
|
1,531
|
|
|||
TOTAL ASSETS
|
$
|
120,051
|
|
|
$
|
(149
|
)
|
|
|
|
$
|
119,902
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
||||||
Commercial paper and other short-term debt
|
$
|
455
|
|
|
$
|
2
|
|
|
(g)
|
|
$
|
457
|
|
Current portion of long-term debt
|
2,755
|
|
|
(8
|
)
|
|
(b)(g)
|
|
2,747
|
|
|||
Trade payables
|
3,947
|
|
|
(74
|
)
|
|
(g)
|
|
3,873
|
|
|||
Accrued marketing
|
493
|
|
|
7
|
|
|
(g)
|
|
500
|
|
|||
Interest payable
|
295
|
|
|
—
|
|
|
|
|
295
|
|
|||
Other current liabilities
|
1,442
|
|
|
136
|
|
|
(a)(e)(g)
|
|
1,578
|
|
|||
Liabilities held for sale
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Total current liabilities
|
9,387
|
|
|
63
|
|
|
|
|
9,450
|
|
|||
Long-term debt
|
28,299
|
|
|
(23
|
)
|
|
(b)(g)
|
|
28,276
|
|
|||
Deferred income taxes
|
20,898
|
|
|
(57
|
)
|
|
(a)(e)(f)
|
|
20,841
|
|
|||
Accrued postemployment costs
|
1,808
|
|
|
—
|
|
|
|
|
1,808
|
|
|||
Other non-current liabilities
|
688
|
|
|
27
|
|
|
(a)
|
|
715
|
|
|||
TOTAL LIABILITIES
|
61,080
|
|
|
10
|
|
|
|
|
61,090
|
|
|||
Commitments and Contingencies
|
|
|
|
|
|
|
|
||||||
Redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Equity:
|
|
|
|
|
|
|
|
||||||
Common stock, $0.01 par value (5,000 shares authorized; 1,221 shares issued and 1,218 shares outstanding at September 30, 2017)
|
12
|
|
|
—
|
|
|
|
|
12
|
|
|||
Additional paid-in capital
|
58,695
|
|
|
(77
|
)
|
|
(d)
|
|
58,618
|
|
|||
Retained earnings/(deficit)
|
1,360
|
|
|
(80
|
)
|
|
(a)(d)(e)(f)(g)
|
|
1,280
|
|
|||
Accumulated other comprehensive income/(losses)
|
(1,085
|
)
|
|
(2
|
)
|
|
(e)
|
|
(1,087
|
)
|
|||
Treasury stock, at cost (3 shares at September 30, 2017)
|
(223
|
)
|
|
—
|
|
|
|
|
(223
|
)
|
|||
Total shareholders' equity
|
58,759
|
|
|
(159
|
)
|
|
|
|
58,600
|
|
|||
Noncontrolling interest
|
212
|
|
|
—
|
|
|
|
|
212
|
|
|||
TOTAL EQUITY
|
58,971
|
|
|
(159
|
)
|
|
|
|
58,812
|
|
|||
TOTAL LIABILITIES AND EQUITY
|
$
|
120,051
|
|
|
$
|
(149
|
)
|
|
|
|
$
|
119,902
|
|
|
July 1, 2017
|
||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
||||||
ASSETS
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
1,445
|
|
|
$
|
—
|
|
|
|
|
$
|
1,445
|
|
Trade receivables (net of allowances of $28 at July 1, 2017)
|
913
|
|
|
60
|
|
|
(d)
|
|
973
|
|
|||
Sold receivables
|
521
|
|
|
(60
|
)
|
|
(d)
|
|
461
|
|
|||
Income taxes receivable
|
277
|
|
|
(40
|
)
|
|
(a)(e)(g)
|
|
237
|
|
|||
Inventories
|
3,065
|
|
|
(53
|
)
|
|
(d)
|
|
3,012
|
|
|||
Prepaid expenses
|
359
|
|
|
—
|
|
|
|
|
359
|
|
|||
Other current assets
|
528
|
|
|
19
|
|
|
(a)(d)
|
|
547
|
|
|||
Assets held for sale
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Total current assets
|
7,108
|
|
|
(74
|
)
|
|
|
|
7,034
|
|
|||
Property, plant and equipment, net
|
6,808
|
|
|
(4
|
)
|
|
(g)
|
|
6,804
|
|
|||
Goodwill
|
44,565
|
|
|
1
|
|
|
(g)
|
|
44,566
|
|
|||
Intangible assets, net
|
59,400
|
|
|
(17
|
)
|
|
(f)
|
|
59,383
|
|
|||
Other non-current assets
|
1,535
|
|
|
—
|
|
|
|
|
1,535
|
|
|||
TOTAL ASSETS
|
$
|
119,416
|
|
|
$
|
(94
|
)
|
|
|
|
$
|
119,322
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
||||||
Commercial paper and other short-term debt
|
$
|
1,090
|
|
|
$
|
—
|
|
|
|
|
$
|
1,090
|
|
Current portion of long-term debt
|
19
|
|
|
—
|
|
|
(g)
|
|
19
|
|
|||
Trade payables
|
3,888
|
|
|
(83
|
)
|
|
(g)
|
|
3,805
|
|
|||
Accrued marketing
|
494
|
|
|
5
|
|
|
(g)
|
|
499
|
|
|||
Interest payable
|
406
|
|
|
—
|
|
|
|
|
406
|
|
|||
Other current liabilities
|
1,459
|
|
|
130
|
|
|
(a)(e)(g)
|
|
1,589
|
|
|||
Liabilities held for sale
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Total current liabilities
|
7,356
|
|
|
52
|
|
|
|
|
7,408
|
|
|||
Long-term debt
|
29,979
|
|
|
(1
|
)
|
|
(g)
|
|
29,978
|
|
|||
Deferred income taxes
|
20,887
|
|
|
(47
|
)
|
|
(a)(e)(f)
|
|
20,840
|
|
|||
Accrued postemployment costs
|
1,975
|
|
|
—
|
|
|
|
|
1,975
|
|
|||
Other non-current liabilities
|
673
|
|
|
28
|
|
|
(a)
|
|
701
|
|
|||
TOTAL LIABILITIES
|
60,870
|
|
|
32
|
|
|
|
|
60,902
|
|
|||
Commitments and Contingencies
|
|
|
|
|
|
|
|
||||||
Redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Equity:
|
|
|
|
|
|
|
|
||||||
Common stock, $0.01 par value (5,000 shares authorized; 1,221 shares issued and 1,218 shares outstanding at July 1, 2017)
|
12
|
|
|
—
|
|
|
|
|
12
|
|
|||
Additional paid-in capital
|
58,674
|
|
|
(77
|
)
|
|
(d)
|
|
58,597
|
|
|||
Retained earnings/(deficit)
|
1,178
|
|
|
(49
|
)
|
|
(a)(d)(e)(f)(g)
|
|
1,129
|
|
|||
Accumulated other comprehensive income/(losses)
|
(1,308
|
)
|
|
—
|
|
|
(e)
|
|
(1,308
|
)
|
|||
Treasury stock, at cost (3 shares at July 1, 2017)
|
(223
|
)
|
|
—
|
|
|
|
|
(223
|
)
|
|||
Total shareholders' equity
|
58,333
|
|
|
(126
|
)
|
|
|
|
58,207
|
|
|||
Noncontrolling interest
|
213
|
|
|
—
|
|
|
|
|
213
|
|
|||
TOTAL EQUITY
|
58,546
|
|
|
(126
|
)
|
|
|
|
58,420
|
|
|||
TOTAL LIABILITIES AND EQUITY
|
$
|
119,416
|
|
|
$
|
(94
|
)
|
|
|
|
$
|
119,322
|
|
|
April 1, 2017
|
||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
||||||
ASSETS
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
3,242
|
|
|
$
|
—
|
|
|
|
|
$
|
3,242
|
|
Trade receivables (net of allowances of $30 at April 1, 2017)
|
886
|
|
|
50
|
|
|
(d)
|
|
936
|
|
|||
Sold receivables
|
588
|
|
|
(50
|
)
|
|
(d)
|
|
538
|
|
|||
Income taxes receivable
|
270
|
|
|
(1
|
)
|
|
(a)(e)(g)
|
|
269
|
|
|||
Inventories
|
3,151
|
|
|
(57
|
)
|
|
(d)
|
|
3,094
|
|
|||
Prepaid expenses
|
349
|
|
|
—
|
|
|
|
|
349
|
|
|||
Other current assets
|
389
|
|
|
222
|
|
|
(a)(d)(g)
|
|
611
|
|
|||
Assets held for sale
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Total current assets
|
8,875
|
|
|
164
|
|
|
|
|
9,039
|
|
|||
Property, plant and equipment, net
|
6,693
|
|
|
(4
|
)
|
|
(g)
|
|
6,689
|
|
|||
Goodwill
|
44,300
|
|
|
1
|
|
|
(g)
|
|
44,301
|
|
|||
Intangible assets, net
|
59,330
|
|
|
(17
|
)
|
|
(f)
|
|
59,313
|
|
|||
Other non-current assets
|
1,604
|
|
|
—
|
|
|
|
|
1,604
|
|
|||
TOTAL ASSETS
|
$
|
120,802
|
|
|
$
|
144
|
|
|
|
|
$
|
120,946
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
||||||
Commercial paper and other short-term debt
|
$
|
909
|
|
|
$
|
—
|
|
|
|
|
$
|
909
|
|
Current portion of long-term debt
|
2,023
|
|
|
(1
|
)
|
|
(g)
|
|
2,022
|
|
|||
Trade payables
|
3,936
|
|
|
(78
|
)
|
|
(g)
|
|
3,858
|
|
|||
Accrued marketing
|
599
|
|
|
2
|
|
|
(g)
|
|
601
|
|
|||
Interest payable
|
346
|
|
|
—
|
|
|
|
|
346
|
|
|||
Other current liabilities
|
1,570
|
|
|
335
|
|
|
(a)(e)(g)
|
|
1,905
|
|
|||
Liabilities held for sale
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Total current liabilities
|
9,383
|
|
|
258
|
|
|
|
|
9,641
|
|
|||
Long-term debt
|
29,748
|
|
|
(1
|
)
|
|
(g)
|
|
29,747
|
|
|||
Deferred income taxes
|
20,910
|
|
|
(37
|
)
|
|
(a)(e)(f)
|
|
20,873
|
|
|||
Accrued postemployment costs
|
2,016
|
|
|
—
|
|
|
|
|
2,016
|
|
|||
Other non-current liabilities
|
801
|
|
|
50
|
|
|
(a)(g)
|
|
851
|
|
|||
TOTAL LIABILITIES
|
62,858
|
|
|
270
|
|
|
|
|
63,128
|
|
|||
Commitments and Contingencies
|
|
|
|
|
|
|
|
||||||
Redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Equity:
|
|
|
|
|
|
|
|
||||||
Common stock, $0.01 par value (5,000 shares authorized; 1,220 shares issued and 1,218 shares outstanding at April 1, 2017)
|
12
|
|
|
—
|
|
|
|
|
12
|
|
|||
Additional paid-in capital
|
58,642
|
|
|
(77
|
)
|
|
(d)
|
|
58,565
|
|
|||
Retained earnings/(deficit)
|
750
|
|
|
(45
|
)
|
|
(a)(d)(e)(f)(g)
|
|
705
|
|
|||
Accumulated other comprehensive income/(losses)
|
(1,449
|
)
|
|
(4
|
)
|
|
(e)
|
|
(1,453
|
)
|
|||
Treasury stock, at cost (2 shares at April 1, 2017)
|
(223
|
)
|
|
—
|
|
|
|
|
(223
|
)
|
|||
Total shareholders' equity
|
57,732
|
|
|
(126
|
)
|
|
|
|
57,606
|
|
|||
Noncontrolling interest
|
212
|
|
|
—
|
|
|
|
|
212
|
|
|||
TOTAL EQUITY
|
57,944
|
|
|
(126
|
)
|
|
|
|
57,818
|
|
|||
TOTAL LIABILITIES AND EQUITY
|
$
|
120,802
|
|
|
$
|
144
|
|
|
|
|
$
|
120,946
|
|
|
Restatement Reference
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings/(Deficit)
|
|
Accumulated Other Comprehensive Income/(Losses)
|
|
Treasury Stock, at Cost
|
|
Noncontrolling Interest
|
|
Total Equity
|
||||||||||||||
As Previously Reported
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 30, 2017
|
|
|
$
|
12
|
|
|
$
|
58,711
|
|
|
$
|
8,589
|
|
|
$
|
(1,054
|
)
|
|
$
|
(224
|
)
|
|
$
|
207
|
|
|
$
|
66,241
|
|
Net income/(loss) excluding redeemable noncontrolling interest
|
|
|
—
|
|
|
—
|
|
|
2,379
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
2,385
|
|
|||||||
Other comprehensive income/(loss) excluding redeemable noncontrolling interest
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(678
|
)
|
|
—
|
|
|
(13
|
)
|
|
(691
|
)
|
|||||||
Dividends declared-common stock ($1.875 per share)
|
|
|
—
|
|
|
—
|
|
|
(2,286
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,286
|
)
|
|||||||
Cumulative effect of accounting standards adopted in the period
|
|
|
—
|
|
|
—
|
|
|
(97
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(97
|
)
|
|||||||
Exercise of stock options, issuance of other stock awards, and other
|
|
|
—
|
|
|
82
|
|
|
(9
|
)
|
|
—
|
|
|
(40
|
)
|
|
(13
|
)
|
|
20
|
|
|||||||
Balance at September 29, 2018
|
|
|
$
|
12
|
|
|
$
|
58,793
|
|
|
$
|
8,576
|
|
|
$
|
(1,732
|
)
|
|
$
|
(264
|
)
|
|
$
|
187
|
|
|
$
|
65,572
|
|
Restatement Impacts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 30, 2017
|
|
|
$
|
—
|
|
|
$
|
(77
|
)
|
|
$
|
(94
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(171
|
)
|
Net income/(loss) excluding redeemable noncontrolling interest
|
(a)(b)(e)(f)(g)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(2
|
)
|
|||||||
Other comprehensive income/(loss) excluding redeemable noncontrolling interest
|
(b)(e)(f)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|||||||
Dividends declared-common stock ($1.875 per share)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Cumulative effect of accounting standards adopted in the period
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Exercise of stock options, issuance of other stock awards, and other
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance at September 29, 2018
|
|
|
$
|
—
|
|
|
$
|
(77
|
)
|
|
$
|
(97
|
)
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
(165
|
)
|
As Restated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 30, 2017
|
|
|
$
|
12
|
|
|
$
|
58,634
|
|
|
$
|
8,495
|
|
|
$
|
(1,054
|
)
|
|
$
|
(224
|
)
|
|
$
|
207
|
|
|
$
|
66,070
|
|
Net income/(loss) excluding redeemable noncontrolling interest
|
|
|
—
|
|
|
—
|
|
|
2,376
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
2,383
|
|
|||||||
Other comprehensive income/(loss) excluding redeemable noncontrolling interest
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(670
|
)
|
|
—
|
|
|
(13
|
)
|
|
(683
|
)
|
|||||||
Dividends declared-common stock ($1.875 per share)
|
|
|
—
|
|
|
—
|
|
|
(2,286
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,286
|
)
|
|||||||
Cumulative effect of accounting standards adopted in the period
|
|
|
—
|
|
|
—
|
|
|
(97
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(97
|
)
|
|||||||
Exercise of stock options, issuance of other stock awards, and other
|
|
|
—
|
|
|
82
|
|
|
(9
|
)
|
|
—
|
|
|
(40
|
)
|
|
(13
|
)
|
|
20
|
|
|||||||
Balance at September 29, 2018
|
|
|
$
|
12
|
|
|
$
|
58,716
|
|
|
$
|
8,479
|
|
|
$
|
(1,724
|
)
|
|
$
|
(264
|
)
|
|
$
|
188
|
|
|
$
|
65,407
|
|
|
Restatement Reference
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings/(Deficit)
|
|
Accumulated Other Comprehensive Income/(Losses)
|
|
Treasury Stock, at Cost
|
|
Noncontrolling Interest
|
|
Total Equity
|
||||||||||||||
As Previously Reported
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 30, 2017
|
|
|
$
|
12
|
|
|
$
|
58,711
|
|
|
$
|
8,589
|
|
|
$
|
(1,054
|
)
|
|
$
|
(224
|
)
|
|
$
|
207
|
|
|
$
|
66,241
|
|
Net income/(loss) excluding redeemable noncontrolling interest
|
|
|
—
|
|
|
—
|
|
|
1,749
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
1,754
|
|
|||||||
Other comprehensive income/(loss) excluding redeemable noncontrolling interest
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(503
|
)
|
|
—
|
|
|
(11
|
)
|
|
(514
|
)
|
|||||||
Dividends declared-common stock ($1.25 per share)
|
|
|
—
|
|
|
—
|
|
|
(1,524
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,524
|
)
|
|||||||
Cumulative effect of accounting standards adopted in the period
|
|
|
—
|
|
|
—
|
|
|
(95
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(95
|
)
|
|||||||
Exercise of stock options, issuance of other stock awards, and other
|
|
|
—
|
|
|
55
|
|
|
(9
|
)
|
|
—
|
|
|
(30
|
)
|
|
(13
|
)
|
|
3
|
|
|||||||
Balance at June 30, 2018
|
|
|
$
|
12
|
|
|
$
|
58,766
|
|
|
$
|
8,710
|
|
|
$
|
(1,557
|
)
|
|
$
|
(254
|
)
|
|
$
|
188
|
|
|
$
|
65,865
|
|
Restatement Impacts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 30, 2017
|
|
|
$
|
—
|
|
|
$
|
(77
|
)
|
|
$
|
(94
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(171
|
)
|
Net income/(loss) excluding redeemable noncontrolling interest
|
(a)(b)(e)(f)(g)
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|||||||
Other comprehensive income/(loss) excluding redeemable noncontrolling interest
|
(b)(e)(f)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||||
Dividends declared-common stock ($1.25 per share)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Cumulative effect of accounting standards adopted in the period
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Exercise of stock options, issuance of other stock awards, and other
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance at June 30, 2018
|
|
|
$
|
—
|
|
|
$
|
(77
|
)
|
|
$
|
(86
|
)
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(157
|
)
|
As Restated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 30, 2017
|
|
|
$
|
12
|
|
|
$
|
58,634
|
|
|
$
|
8,495
|
|
|
$
|
(1,054
|
)
|
|
$
|
(224
|
)
|
|
$
|
207
|
|
|
$
|
66,070
|
|
Net income/(loss) excluding redeemable noncontrolling interest
|
|
|
—
|
|
|
—
|
|
|
1,757
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
1,762
|
|
|||||||
Other comprehensive income/(loss) excluding redeemable noncontrolling interest
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(497
|
)
|
|
—
|
|
|
(11
|
)
|
|
(508
|
)
|
|||||||
Dividends declared-common stock ($1.25 per share)
|
|
|
—
|
|
|
—
|
|
|
(1,524
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,524
|
)
|
|||||||
Cumulative effect of accounting standards adopted in the period
|
|
|
—
|
|
|
—
|
|
|
(95
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(95
|
)
|
|||||||
Exercise of stock options, issuance of other stock awards, and other
|
|
|
—
|
|
|
55
|
|
|
(9
|
)
|
|
—
|
|
|
(30
|
)
|
|
(13
|
)
|
|
3
|
|
|||||||
Balance at June 30, 2018
|
|
|
$
|
12
|
|
|
$
|
58,689
|
|
|
$
|
8,624
|
|
|
$
|
(1,551
|
)
|
|
$
|
(254
|
)
|
|
$
|
188
|
|
|
$
|
65,708
|
|
|
Restatement Reference
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings/(Deficit)
|
|
Accumulated Other Comprehensive Income/(Losses)
|
|
Treasury Stock, at Cost
|
|
Noncontrolling Interest
|
|
Total Equity
|
||||||||||||||
As Previously Reported
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 30, 2017
|
|
|
$
|
12
|
|
|
$
|
58,711
|
|
|
$
|
8,589
|
|
|
$
|
(1,054
|
)
|
|
$
|
(224
|
)
|
|
$
|
207
|
|
|
$
|
66,241
|
|
Net income/(loss) excluding redeemable noncontrolling interest
|
|
|
—
|
|
|
—
|
|
|
993
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
998
|
|
|||||||
Other comprehensive income/(loss) excluding redeemable noncontrolling interest
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
79
|
|
|
—
|
|
|
(5
|
)
|
|
74
|
|
|||||||
Dividends declared-common stock ($0.625 per share)
|
|
|
—
|
|
|
—
|
|
|
(762
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(762
|
)
|
|||||||
Cumulative effect of accounting standards adopted in the period
|
|
|
—
|
|
|
—
|
|
|
(95
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(95
|
)
|
|||||||
Exercise of stock options, issuance of other stock awards, and other
|
|
|
—
|
|
|
22
|
|
|
(7
|
)
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
(1
|
)
|
|||||||
Balance at March 31, 2018
|
|
|
$
|
12
|
|
|
$
|
58,733
|
|
|
$
|
8,718
|
|
|
$
|
(975
|
)
|
|
$
|
(240
|
)
|
|
$
|
207
|
|
|
$
|
66,455
|
|
Restatement Impacts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 30, 2017
|
|
|
$
|
—
|
|
|
$
|
(77
|
)
|
|
$
|
(94
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(171
|
)
|
Net income/(loss) excluding redeemable noncontrolling interest
|
(a)(b)(e)(f)(g)
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|||||||
Other comprehensive income/(loss) excluding redeemable noncontrolling interest
|
(b)(e)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Dividends declared-common stock ($0.625 per share)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Cumulative effect of accounting standards adopted in the period
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Exercise of stock options, issuance of other stock awards, and other
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance at March 31, 2018
|
|
|
$
|
—
|
|
|
$
|
(77
|
)
|
|
$
|
(84
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(161
|
)
|
As Restated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 30, 2017
|
|
|
$
|
12
|
|
|
$
|
58,634
|
|
|
$
|
8,495
|
|
|
$
|
(1,054
|
)
|
|
$
|
(224
|
)
|
|
$
|
207
|
|
|
$
|
66,070
|
|
Net income/(loss) excluding redeemable noncontrolling interest
|
|
|
—
|
|
|
—
|
|
|
1,003
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
1,008
|
|
|||||||
Other comprehensive income/(loss) excluding redeemable noncontrolling interest
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
79
|
|
|
—
|
|
|
(5
|
)
|
|
74
|
|
|||||||
Dividends declared-common stock ($0.625 per share)
|
|
|
—
|
|
|
—
|
|
|
(762
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(762
|
)
|
|||||||
Cumulative effect of accounting standards adopted in the period
|
|
|
—
|
|
|
—
|
|
|
(95
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(95
|
)
|
|||||||
Exercise of stock options, issuance of other stock awards, and other
|
|
|
—
|
|
|
22
|
|
|
(7
|
)
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
(1
|
)
|
|||||||
Balance at March 31, 2018
|
|
|
$
|
12
|
|
|
$
|
58,656
|
|
|
$
|
8,634
|
|
|
$
|
(975
|
)
|
|
$
|
(240
|
)
|
|
$
|
207
|
|
|
$
|
66,294
|
|
|
Restatement Reference
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings/(Deficit)
|
|
Accumulated Other Comprehensive Income/(Losses)
|
|
Treasury Stock, at Cost
|
|
Noncontrolling Interest
|
|
Total Equity
|
||||||||||||||
As Previously Reported
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2016
|
|
|
$
|
12
|
|
|
$
|
58,593
|
|
|
$
|
588
|
|
|
$
|
(1,628
|
)
|
|
$
|
(207
|
)
|
|
$
|
216
|
|
|
$
|
57,574
|
|
Net income/(loss)
|
|
|
—
|
|
|
—
|
|
|
2,996
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
2,994
|
|
|||||||
Other comprehensive income/(loss)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
543
|
|
|
—
|
|
|
(2
|
)
|
|
541
|
|
|||||||
Dividends declared-common stock ($1.825 per share)
|
|
|
—
|
|
|
—
|
|
|
(2,225
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,225
|
)
|
|||||||
Exercise of stock options, issuance of other stock awards, and other
|
|
|
—
|
|
|
102
|
|
|
1
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
87
|
|
|||||||
Balance at September 30, 2017
|
|
|
$
|
12
|
|
|
$
|
58,695
|
|
|
$
|
1,360
|
|
|
$
|
(1,085
|
)
|
|
$
|
(223
|
)
|
|
$
|
212
|
|
|
$
|
58,971
|
|
Restatement Impacts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2016
|
|
|
$
|
—
|
|
|
$
|
(77
|
)
|
|
$
|
(36
|
)
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(114
|
)
|
Net income/(loss)
|
(a)(e)(f)(g)
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|||||||
Other comprehensive income/(loss)
|
(e)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||||
Dividends declared-common stock ($1.825 per share)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Exercise of stock options, issuance of other stock awards, and other
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance at September 30, 2017
|
|
|
$
|
—
|
|
|
$
|
(77
|
)
|
|
$
|
(80
|
)
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(159
|
)
|
As Restated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2016
|
|
|
$
|
12
|
|
|
$
|
58,516
|
|
|
$
|
552
|
|
|
$
|
(1,629
|
)
|
|
$
|
(207
|
)
|
|
$
|
216
|
|
|
$
|
57,460
|
|
Net income/(loss)
|
|
|
—
|
|
|
—
|
|
|
2,952
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
2,950
|
|
|||||||
Other comprehensive income/(loss)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
542
|
|
|
—
|
|
|
(2
|
)
|
|
540
|
|
|||||||
Dividends declared-common stock ($1.825 per share)
|
|
|
—
|
|
|
—
|
|
|
(2,225
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,225
|
)
|
|||||||
Exercise of stock options, issuance of other stock awards, and other
|
|
|
—
|
|
|
102
|
|
|
1
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
87
|
|
|||||||
Balance at September 30, 2017
|
|
|
$
|
12
|
|
|
$
|
58,618
|
|
|
$
|
1,280
|
|
|
$
|
(1,087
|
)
|
|
$
|
(223
|
)
|
|
$
|
212
|
|
|
$
|
58,812
|
|
|
Restatement Reference
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings/(Deficit)
|
|
Accumulated Other Comprehensive Income/(Losses)
|
|
Treasury Stock, at Cost
|
|
Noncontrolling Interest
|
|
Total Equity
|
||||||||||||||
As Previously Reported
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2016
|
|
|
$
|
12
|
|
|
$
|
58,593
|
|
|
$
|
588
|
|
|
$
|
(1,628
|
)
|
|
$
|
(207
|
)
|
|
$
|
216
|
|
|
$
|
57,574
|
|
Net income/(loss)
|
|
|
—
|
|
|
—
|
|
|
2,052
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
2,051
|
|
|||||||
Other comprehensive income/(loss)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
320
|
|
|
—
|
|
|
(2
|
)
|
|
318
|
|
|||||||
Dividends declared-common stock ($1.20 per share)
|
|
|
—
|
|
|
—
|
|
|
(1,463
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,463
|
)
|
|||||||
Exercise of stock options, issuance of other stock awards, and other
|
|
|
—
|
|
|
81
|
|
|
1
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
66
|
|
|||||||
Balance at July 1, 2017
|
|
|
$
|
12
|
|
|
$
|
58,674
|
|
|
$
|
1,178
|
|
|
$
|
(1,308
|
)
|
|
$
|
(223
|
)
|
|
$
|
213
|
|
|
$
|
58,546
|
|
Restatement Impacts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2016
|
|
|
$
|
—
|
|
|
$
|
(77
|
)
|
|
$
|
(36
|
)
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(114
|
)
|
Net income/(loss)
|
(a)(e)(f)(g)
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|||||||
Other comprehensive income/(loss)
|
(e)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
Dividends declared-common stock ($1.20 per share)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Exercise of stock options, issuance of other stock awards, and other
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance at July 1, 2017
|
|
|
$
|
—
|
|
|
$
|
(77
|
)
|
|
$
|
(49
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(126
|
)
|
As Restated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2016
|
|
|
$
|
12
|
|
|
$
|
58,516
|
|
|
$
|
552
|
|
|
$
|
(1,629
|
)
|
|
$
|
(207
|
)
|
|
$
|
216
|
|
|
$
|
57,460
|
|
Net income/(loss)
|
|
|
—
|
|
|
—
|
|
|
2,039
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
2,038
|
|
|||||||
Other comprehensive income/(loss)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
321
|
|
|
—
|
|
|
(2
|
)
|
|
319
|
|
|||||||
Dividends declared-common stock ($1.20 per share)
|
|
|
—
|
|
|
—
|
|
|
(1,463
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,463
|
)
|
|||||||
Exercise of stock options, issuance of other stock awards, and other
|
|
|
—
|
|
|
81
|
|
|
1
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
66
|
|
|||||||
Balance at July 1, 2017
|
|
|
$
|
12
|
|
|
$
|
58,597
|
|
|
$
|
1,129
|
|
|
$
|
(1,308
|
)
|
|
$
|
(223
|
)
|
|
$
|
213
|
|
|
$
|
58,420
|
|
|
Restatement Reference
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings/(Deficit)
|
|
Accumulated Other Comprehensive Income/(Losses)
|
|
Treasury Stock, at Cost
|
|
Noncontrolling Interest
|
|
Total Equity
|
||||||||||||||
As Previously Reported
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2016
|
|
|
$
|
12
|
|
|
$
|
58,593
|
|
|
$
|
588
|
|
|
$
|
(1,628
|
)
|
|
$
|
(207
|
)
|
|
$
|
216
|
|
|
$
|
57,574
|
|
Net income/(loss)
|
|
|
—
|
|
|
—
|
|
|
893
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
891
|
|
|||||||
Other comprehensive income/(loss)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
179
|
|
|
—
|
|
|
(2
|
)
|
|
177
|
|
|||||||
Dividends declared-common stock ($0.60 per share)
|
|
|
—
|
|
|
—
|
|
|
(731
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(731
|
)
|
|||||||
Exercise of stock options, issuance of other stock awards, and other
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
33
|
|
|||||||
Balance at April 1, 2017
|
|
|
$
|
12
|
|
|
$
|
58,642
|
|
|
$
|
750
|
|
|
$
|
(1,449
|
)
|
|
$
|
(223
|
)
|
|
$
|
212
|
|
|
$
|
57,944
|
|
Restatement Impacts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2016
|
|
|
$
|
—
|
|
|
$
|
(77
|
)
|
|
$
|
(36
|
)
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(114
|
)
|
Net income/(loss)
|
(a)(e)(f)(g)
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|||||||
Other comprehensive income/(loss)
|
(e)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||||
Dividends declared-common stock ($0.60 per share)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Exercise of stock options, issuance of other stock awards, and other
|
(g)
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
Balance at April 1, 2017
|
|
|
$
|
—
|
|
|
$
|
(77
|
)
|
|
$
|
(45
|
)
|
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(126
|
)
|
As Restated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2016
|
|
|
$
|
12
|
|
|
$
|
58,516
|
|
|
$
|
552
|
|
|
$
|
(1,629
|
)
|
|
$
|
(207
|
)
|
|
$
|
216
|
|
|
$
|
57,460
|
|
Net income/(loss)
|
|
|
—
|
|
|
—
|
|
|
883
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
881
|
|
|||||||
Other comprehensive income/(loss)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
176
|
|
|
—
|
|
|
(2
|
)
|
|
174
|
|
|||||||
Dividends declared-common stock ($0.60 per share)
|
|
|
—
|
|
|
—
|
|
|
(731
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(731
|
)
|
|||||||
Exercise of stock options, issuance of other stock awards, and other
|
|
|
—
|
|
|
49
|
|
|
1
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
34
|
|
|||||||
Balance at April 1, 2017
|
|
|
$
|
12
|
|
|
$
|
58,565
|
|
|
$
|
705
|
|
|
$
|
(1,453
|
)
|
|
$
|
(223
|
)
|
|
$
|
212
|
|
|
$
|
57,818
|
|
|
For the Nine Months Ended September 29, 2018
|
||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||
Net income/(loss)
|
$
|
2,376
|
|
|
$
|
(2
|
)
|
|
(a)(b)(e)(f)(g)
|
|
$
|
2,374
|
|
Adjustments to reconcile net income/(loss) to operating cash flows:
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
736
|
|
|
(24
|
)
|
|
(b)(g)
|
|
712
|
|
|||
Amortization of postretirement benefit plans prior service costs/(credits)
|
(261
|
)
|
|
—
|
|
|
|
|
(261
|
)
|
|||
Equity award compensation expense
|
44
|
|
|
—
|
|
|
|
|
44
|
|
|||
Deferred income tax provision/(benefit)
|
96
|
|
|
8
|
|
|
(a)(e)(f)(g)
|
|
104
|
|
|||
Postemployment benefit plan contributions
|
(64
|
)
|
|
—
|
|
|
|
|
(64
|
)
|
|||
Goodwill and intangible asset impairment losses
|
499
|
|
|
(48
|
)
|
|
(f)
|
|
451
|
|
|||
Nonmonetary currency devaluation
|
131
|
|
|
—
|
|
|
|
|
131
|
|
|||
Other items, net
|
36
|
|
|
(1
|
)
|
|
(a)(g)
|
|
35
|
|
|||
Changes in current assets and liabilities:
|
|
|
|
|
|
|
|
||||||
Trade receivables
|
(2,154
|
)
|
|
—
|
|
|
|
|
(2,154
|
)
|
|||
Inventories
|
(663
|
)
|
|
18
|
|
|
(d)(g)
|
|
(645
|
)
|
|||
Accounts payable
|
145
|
|
|
(15
|
)
|
|
(g)
|
|
130
|
|
|||
Other current assets
|
(105
|
)
|
|
2
|
|
|
(a)(d)
|
|
(103
|
)
|
|||
Other current liabilities
|
83
|
|
|
41
|
|
|
(a)(b)(e)(g)
|
|
124
|
|
|||
Net cash provided by/(used for) operating activities
|
899
|
|
|
(21
|
)
|
|
|
|
878
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||
Cash receipts on sold receivables
|
1,296
|
|
|
—
|
|
|
|
|
1,296
|
|
|||
Capital expenditures
|
(594
|
)
|
|
—
|
|
|
|
|
(594
|
)
|
|||
Payments to acquire business, net of cash acquired
|
(248
|
)
|
|
—
|
|
|
|
|
(248
|
)
|
|||
Other investing activities, net
|
31
|
|
|
—
|
|
|
|
|
31
|
|
|||
Net cash provided by/(used for) investing activities
|
485
|
|
|
—
|
|
|
|
|
485
|
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||
Repayments of long-term debt
|
(2,727
|
)
|
|
21
|
|
|
(b)(g)
|
|
(2,706
|
)
|
|||
Proceeds from issuance of long-term debt
|
2,990
|
|
|
—
|
|
|
|
|
2,990
|
|
|||
Proceeds from issuance of commercial paper
|
2,485
|
|
|
—
|
|
|
|
|
2,485
|
|
|||
Repayments of commercial paper
|
(1,950
|
)
|
|
—
|
|
|
|
|
(1,950
|
)
|
|||
Dividends paid - Series A Preferred Stock
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Dividends paid - common stock
|
(2,421
|
)
|
|
—
|
|
|
|
|
(2,421
|
)
|
|||
Redemption of Series A Preferred Stock
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Other financing activities, net
|
(35
|
)
|
|
—
|
|
|
|
|
(35
|
)
|
|||
Net cash provided by/(used for) financing activities
|
(1,658
|
)
|
|
21
|
|
|
|
|
(1,637
|
)
|
|||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
(128
|
)
|
|
—
|
|
|
|
|
(128
|
)
|
|||
Cash, cash equivalents, and restricted cash
|
|
|
|
|
|
|
|
||||||
Net increase/(decrease)
|
(402
|
)
|
|
—
|
|
|
|
|
(402
|
)
|
|||
Balance at beginning of period
|
1,769
|
|
|
—
|
|
|
|
|
1,769
|
|
|||
Balance at end of period
|
$
|
1,367
|
|
|
$
|
—
|
|
|
|
|
$
|
1,367
|
|
NON-CASH INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||
Beneficial interest obtained in exchange for securitized trade receivables
|
$
|
938
|
|
|
$
|
—
|
|
|
|
|
$
|
938
|
|
|
For the Six Months Ended June 30, 2018
|
||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||
Net income/(loss)
|
$
|
1,748
|
|
|
$
|
8
|
|
|
(a)(b)(e)(f)(g)
|
|
$
|
1,756
|
|
Adjustments to reconcile net income/(loss) to operating cash flows:
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
476
|
|
|
(14
|
)
|
|
(b)(g)
|
|
462
|
|
|||
Amortization of postretirement benefit plans prior service costs/(credits)
|
(183
|
)
|
|
—
|
|
|
|
|
(183
|
)
|
|||
Equity award compensation expense
|
27
|
|
|
—
|
|
|
|
|
27
|
|
|||
Deferred income tax provision/(benefit)
|
58
|
|
|
21
|
|
|
(a)(e)(f)(g)
|
|
79
|
|
|||
Postemployment benefit plan contributions
|
(60
|
)
|
|
—
|
|
|
|
|
(60
|
)
|
|||
Goodwill and intangible asset impairment losses
|
265
|
|
|
(31
|
)
|
|
(f)
|
|
234
|
|
|||
Nonmonetary currency devaluation
|
67
|
|
|
—
|
|
|
|
|
67
|
|
|||
Other items, net
|
59
|
|
|
(32
|
)
|
|
(a)(g)
|
|
27
|
|
|||
Changes in current assets and liabilities:
|
|
|
|
|
|
|
|
||||||
Trade receivables
|
(2,001
|
)
|
|
—
|
|
|
|
|
(2,001
|
)
|
|||
Inventories
|
(440
|
)
|
|
12
|
|
|
(d)(g)
|
|
(428
|
)
|
|||
Accounts payable
|
143
|
|
|
(16
|
)
|
|
(g)
|
|
127
|
|
|||
Other current assets
|
(66
|
)
|
|
22
|
|
|
(a)(d)(g)
|
|
(44
|
)
|
|||
Other current liabilities
|
136
|
|
|
17
|
|
|
(a)(b)(e)(g)
|
|
153
|
|
|||
Net cash provided by/(used for) operating activities
|
229
|
|
|
(13
|
)
|
|
|
|
216
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||
Cash receipts on sold receivables
|
1,221
|
|
|
—
|
|
|
|
|
1,221
|
|
|||
Capital expenditures
|
(438
|
)
|
|
—
|
|
|
|
|
(438
|
)
|
|||
Payments to acquire business, net of cash acquired
|
(215
|
)
|
|
—
|
|
|
|
|
(215
|
)
|
|||
Other investing activities, net
|
11
|
|
|
—
|
|
|
|
|
11
|
|
|||
Net cash provided by/(used for) investing activities
|
579
|
|
|
—
|
|
|
|
|
579
|
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||
Repayments of long-term debt
|
(25
|
)
|
|
13
|
|
|
(b)(g)
|
|
(12
|
)
|
|||
Proceeds from issuance of long-term debt
|
2,990
|
|
|
—
|
|
|
|
|
2,990
|
|
|||
Proceeds from issuance of commercial paper
|
1,525
|
|
|
—
|
|
|
|
|
1,525
|
|
|||
Repayments of commercial paper
|
(1,950
|
)
|
|
—
|
|
|
|
|
(1,950
|
)
|
|||
Dividends paid - Series A Preferred Stock
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Dividends paid - common stock
|
(1,659
|
)
|
|
—
|
|
|
|
|
(1,659
|
)
|
|||
Redemption of Series A Preferred Stock
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Other financing activities, net
|
(3
|
)
|
|
—
|
|
|
|
|
(3
|
)
|
|||
Net cash provided by/(used for) financing activities
|
878
|
|
|
13
|
|
|
|
|
891
|
|
|||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
(80
|
)
|
|
—
|
|
|
|
|
(80
|
)
|
|||
Cash, cash equivalents, and restricted cash
|
|
|
|
|
|
|
|
||||||
Net increase/(decrease)
|
1,606
|
|
|
—
|
|
|
|
|
1,606
|
|
|||
Balance at beginning of period
|
1,769
|
|
|
—
|
|
|
|
|
1,769
|
|
|||
Balance at end of period
|
$
|
3,375
|
|
|
$
|
—
|
|
|
|
|
$
|
3,375
|
|
NON-CASH INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||
Beneficial interest obtained in exchange for securitized trade receivables
|
$
|
899
|
|
|
$
|
—
|
|
|
|
|
$
|
899
|
|
|
For the Three Months Ended March 31, 2018
|
||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||
Net income/(loss)
|
$
|
993
|
|
|
$
|
10
|
|
|
(a)(b)(e)(f)(g)
|
|
$
|
1,003
|
|
Adjustments to reconcile net income/(loss) to operating cash flows:
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
234
|
|
|
(7
|
)
|
|
(b)(g)
|
|
227
|
|
|||
Amortization of postretirement benefit plans prior service costs/(credits)
|
(106
|
)
|
|
—
|
|
|
|
|
(106
|
)
|
|||
Equity award compensation expense
|
7
|
|
|
—
|
|
|
|
|
7
|
|
|||
Deferred income tax provision/(benefit)
|
(47
|
)
|
|
1
|
|
|
(a)(e)(f)
|
|
(46
|
)
|
|||
Postemployment benefit plan contributions
|
(22
|
)
|
|
—
|
|
|
|
|
(22
|
)
|
|||
Goodwill and intangible asset impairment losses
|
—
|
|
|
—
|
|
|
(f)
|
|
—
|
|
|||
Nonmonetary currency devaluation
|
47
|
|
|
—
|
|
|
|
|
47
|
|
|||
Other items, net
|
5
|
|
|
(27
|
)
|
|
(a)(g)
|
|
(22
|
)
|
|||
Changes in current assets and liabilities:
|
|
|
|
|
|
|
|
||||||
Trade receivables
|
(712
|
)
|
|
—
|
|
|
|
|
(712
|
)
|
|||
Inventories
|
(312
|
)
|
|
—
|
|
|
(d)(g)
|
|
(312
|
)
|
|||
Accounts payable
|
(69
|
)
|
|
(16
|
)
|
|
(g)
|
|
(85
|
)
|
|||
Other current assets
|
9
|
|
|
17
|
|
|
(a)(d)(g)
|
|
26
|
|
|||
Other current liabilities
|
386
|
|
|
17
|
|
|
(a)(b)(e)(g)
|
|
403
|
|
|||
Net cash provided by/(used for) operating activities
|
413
|
|
|
(5
|
)
|
|
|
|
408
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||
Cash receipts on sold receivables
|
436
|
|
|
—
|
|
|
|
|
436
|
|
|||
Capital expenditures
|
(223
|
)
|
|
—
|
|
|
|
|
(223
|
)
|
|||
Payments to acquire business, net of cash acquired
|
(215
|
)
|
|
—
|
|
|
|
|
(215
|
)
|
|||
Other investing activities, net
|
6
|
|
|
—
|
|
|
|
|
6
|
|
|||
Net cash provided by/(used for) investing activities
|
4
|
|
|
—
|
|
|
|
|
4
|
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||
Repayments of long-term debt
|
(11
|
)
|
|
5
|
|
|
(b)(g)
|
|
(6
|
)
|
|||
Proceeds from issuance of long-term debt
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Proceeds from issuance of commercial paper
|
1,524
|
|
|
—
|
|
|
|
|
1,524
|
|
|||
Repayments of commercial paper
|
(1,006
|
)
|
|
—
|
|
|
|
|
(1,006
|
)
|
|||
Dividends paid - Series A Preferred Stock
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Dividends paid - common stock
|
(897
|
)
|
|
—
|
|
|
|
|
(897
|
)
|
|||
Redemption of Series A Preferred Stock
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Other financing activities, net
|
14
|
|
|
—
|
|
|
|
|
14
|
|
|||
Net cash provided by/(used for) financing activities
|
(376
|
)
|
|
5
|
|
|
|
|
(371
|
)
|
|||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
(10
|
)
|
|
—
|
|
|
|
|
(10
|
)
|
|||
Cash, cash equivalents, and restricted cash
|
|
|
|
|
|
|
|
||||||
Net increase/(decrease)
|
31
|
|
|
—
|
|
|
|
|
31
|
|
|||
Balance at beginning of period
|
1,769
|
|
|
—
|
|
|
|
|
1,769
|
|
|||
Balance at end of period
|
$
|
1,800
|
|
|
$
|
—
|
|
|
|
|
$
|
1,800
|
|
NON-CASH INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||
Beneficial interest obtained in exchange for securitized trade receivables
|
$
|
613
|
|
|
$
|
—
|
|
|
|
|
$
|
613
|
|
|
For the Nine Months Ended September 30, 2017
|
||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||
Net income/(loss)
|
$
|
2,994
|
|
|
$
|
(44
|
)
|
|
(a)(e)(f)(g)
|
|
$
|
2,950
|
|
Adjustments to reconcile net income/(loss) to operating cash flows:
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
790
|
|
|
(1
|
)
|
|
(g)
|
|
789
|
|
|||
Amortization of postretirement benefit plans prior service costs/(credits)
|
(247
|
)
|
|
—
|
|
|
|
|
(247
|
)
|
|||
Equity award compensation expense
|
36
|
|
|
—
|
|
|
|
|
36
|
|
|||
Deferred income tax provision/(benefit)
|
492
|
|
|
(60
|
)
|
|
(a)(e)(f)
|
|
432
|
|
|||
Postemployment benefit plan contributions
|
(283
|
)
|
|
—
|
|
|
|
|
(283
|
)
|
|||
Goodwill and intangible asset impairment losses
|
49
|
|
|
—
|
|
|
(f)
|
|
49
|
|
|||
Nonmonetary currency devaluation
|
36
|
|
|
—
|
|
|
|
|
36
|
|
|||
Other items, net
|
(52
|
)
|
|
(10
|
)
|
|
(a)(g)
|
|
(62
|
)
|
|||
Changes in current assets and liabilities:
|
|
|
|
|
|
|
|
||||||
Trade receivables
|
(2,061
|
)
|
|
—
|
|
|
|
|
(2,061
|
)
|
|||
Inventories
|
(580
|
)
|
|
13
|
|
|
(d)
|
|
(567
|
)
|
|||
Accounts payable
|
123
|
|
|
—
|
|
|
|
|
123
|
|
|||
Other current assets
|
(137
|
)
|
|
47
|
|
|
(a)(d)
|
|
(90
|
)
|
|||
Other current liabilities
|
(1,144
|
)
|
|
54
|
|
|
(a)(g)(e)
|
|
(1,090
|
)
|
|||
Net cash provided by/(used for) operating activities
|
16
|
|
|
(1
|
)
|
|
|
|
15
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||
Cash receipts on sold receivables
|
1,633
|
|
|
—
|
|
|
|
|
1,633
|
|
|||
Capital expenditures
|
(956
|
)
|
|
—
|
|
|
|
|
(956
|
)
|
|||
Payments to acquire business, net of cash acquired
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Other investing activities, net
|
47
|
|
|
(2
|
)
|
|
(g)
|
|
45
|
|
|||
Net cash provided by/(used for) investing activities
|
724
|
|
|
(2
|
)
|
|
|
|
722
|
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||
Repayments of long-term debt
|
(2,636
|
)
|
|
1
|
|
|
(g)
|
|
(2,635
|
)
|
|||
Proceeds from issuance of long-term debt
|
1,496
|
|
|
—
|
|
|
|
|
1,496
|
|
|||
Proceeds from issuance of commercial paper
|
5,495
|
|
|
—
|
|
|
|
|
5,495
|
|
|||
Repayments of commercial paper
|
(5,709
|
)
|
|
—
|
|
|
|
|
(5,709
|
)
|
|||
Dividends paid - Series A Preferred Stock
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Dividends paid - common stock
|
(2,161
|
)
|
|
—
|
|
|
|
|
(2,161
|
)
|
|||
Redemption of Series A Preferred Stock
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Other financing activities, net
|
26
|
|
|
2
|
|
|
(g)
|
|
28
|
|
|||
Net cash provided by/(used for) financing activities
|
(3,489
|
)
|
|
3
|
|
|
|
|
(3,486
|
)
|
|||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
43
|
|
|
—
|
|
|
|
|
43
|
|
|||
Cash, cash equivalents, and restricted cash
|
|
|
|
|
|
|
|
||||||
Net increase/(decrease)
|
(2,706
|
)
|
|
—
|
|
|
|
|
(2,706
|
)
|
|||
Balance at beginning of period
|
4,255
|
|
|
—
|
|
|
|
|
4,255
|
|
|||
Balance at end of period
|
$
|
1,549
|
|
|
$
|
—
|
|
|
|
|
$
|
1,549
|
|
NON-CASH INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||
Beneficial interest obtained in exchange for securitized trade receivables
|
$
|
1,936
|
|
|
$
|
—
|
|
|
|
|
$
|
1,936
|
|
|
For the Six Months Ended July 1, 2017
|
||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||
Net income/(loss)
|
$
|
2,051
|
|
|
$
|
(13
|
)
|
|
(a)(e)(f)(g)
|
|
$
|
2,038
|
|
Adjustments to reconcile net income/(loss) to operating cash flows:
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
517
|
|
|
—
|
|
|
(g)
|
|
517
|
|
|||
Amortization of postretirement benefit plans prior service costs/(credits)
|
(171
|
)
|
|
—
|
|
|
|
|
(171
|
)
|
|||
Equity award compensation expense
|
24
|
|
|
—
|
|
|
|
|
24
|
|
|||
Deferred income tax provision/(benefit)
|
269
|
|
|
(46
|
)
|
|
(a)(e)(f)
|
|
223
|
|
|||
Postemployment benefit plan contributions
|
(90
|
)
|
|
—
|
|
|
|
|
(90
|
)
|
|||
Goodwill and intangible asset impairment losses
|
48
|
|
|
—
|
|
|
(f)
|
|
48
|
|
|||
Nonmonetary currency devaluation
|
33
|
|
|
—
|
|
|
|
|
33
|
|
|||
Other items, net
|
(31
|
)
|
|
(17
|
)
|
|
(a)(g)
|
|
(48
|
)
|
|||
Changes in current assets and liabilities:
|
|
|
|
|
|
|
|
||||||
Trade receivables
|
(1,598
|
)
|
|
—
|
|
|
|
|
(1,598
|
)
|
|||
Inventories
|
(431
|
)
|
|
13
|
|
|
(d)
|
|
(418
|
)
|
|||
Accounts payable
|
84
|
|
|
—
|
|
|
|
|
84
|
|
|||
Other current assets
|
(121
|
)
|
|
18
|
|
|
(a)(d)
|
|
(103
|
)
|
|||
Other current liabilities
|
(762
|
)
|
|
45
|
|
|
(a)(g)(e)
|
|
(717
|
)
|
|||
Net cash provided by/(used for) operating activities
|
(178
|
)
|
|
—
|
|
|
|
|
(178
|
)
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||
Cash receipts on sold receivables
|
1,069
|
|
|
—
|
|
|
|
|
1,069
|
|
|||
Capital expenditures
|
(690
|
)
|
|
—
|
|
|
|
|
(690
|
)
|
|||
Payments to acquire business, net of cash acquired
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Other investing activities, net
|
44
|
|
|
—
|
|
|
|
|
44
|
|
|||
Net cash provided by/(used for) investing activities
|
423
|
|
|
—
|
|
|
|
|
423
|
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||
Repayments of long-term debt
|
(2,032
|
)
|
|
—
|
|
|
(g)
|
|
(2,032
|
)
|
|||
Proceeds from issuance of long-term debt
|
4
|
|
|
—
|
|
|
|
|
4
|
|
|||
Proceeds from issuance of commercial paper
|
4,213
|
|
|
—
|
|
|
|
|
4,213
|
|
|||
Repayments of commercial paper
|
(3,777
|
)
|
|
—
|
|
|
|
|
(3,777
|
)
|
|||
Dividends paid - Series A Preferred Stock
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Dividends paid - common stock
|
(1,434
|
)
|
|
—
|
|
|
|
|
(1,434
|
)
|
|||
Redemption of Series A Preferred Stock
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Other financing activities, net
|
15
|
|
|
—
|
|
|
|
|
15
|
|
|||
Net cash provided by/(used for) financing activities
|
(3,011
|
)
|
|
—
|
|
|
|
|
(3,011
|
)
|
|||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
29
|
|
|
—
|
|
|
|
|
29
|
|
|||
Cash, cash equivalents, and restricted cash
|
|
|
|
|
|
|
|
||||||
Net increase/(decrease)
|
(2,737
|
)
|
|
—
|
|
|
|
|
(2,737
|
)
|
|||
Balance at beginning of period
|
4,255
|
|
|
—
|
|
|
|
|
4,255
|
|
|||
Balance at end of period
|
$
|
1,518
|
|
|
$
|
—
|
|
|
|
|
$
|
1,518
|
|
NON-CASH INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||
Beneficial interest obtained in exchange for securitized trade receivables
|
$
|
1,407
|
|
|
$
|
—
|
|
|
|
|
$
|
1,407
|
|
|
For the Three Months Ended April 1, 2017
|
||||||||||||
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||
Net income/(loss)
|
$
|
891
|
|
|
$
|
(10
|
)
|
|
(a)(e)(f)(g)
|
|
$
|
881
|
|
Adjustments to reconcile net income/(loss) to operating cash flows:
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
262
|
|
|
—
|
|
|
(g)
|
|
262
|
|
|||
Amortization of postretirement benefit plans prior service costs/(credits)
|
(82
|
)
|
|
—
|
|
|
|
|
(82
|
)
|
|||
Equity award compensation expense
|
11
|
|
|
—
|
|
|
|
|
11
|
|
|||
Deferred income tax provision/(benefit)
|
105
|
|
|
(37
|
)
|
|
(a)(e)(f)
|
|
68
|
|
|||
Postemployment benefit plan contributions
|
(38
|
)
|
|
—
|
|
|
|
|
(38
|
)
|
|||
Goodwill and intangible asset impairment losses
|
—
|
|
|
—
|
|
|
(f)
|
|
—
|
|
|||
Nonmonetary currency devaluation
|
8
|
|
|
—
|
|
|
|
|
8
|
|
|||
Other items, net
|
35
|
|
|
5
|
|
|
(a)
|
|
40
|
|
|||
Changes in current assets and liabilities:
|
|
|
|
|
|
|
|
||||||
Trade receivables
|
(1,040
|
)
|
|
—
|
|
|
|
|
(1,040
|
)
|
|||
Inventories
|
(492
|
)
|
|
17
|
|
|
(d)
|
|
(475
|
)
|
|||
Accounts payable
|
62
|
|
|
—
|
|
|
|
|
62
|
|
|||
Other current assets
|
(67
|
)
|
|
(5
|
)
|
|
(a)(d)
|
|
(72
|
)
|
|||
Other current liabilities
|
(270
|
)
|
|
30
|
|
|
(a)(g)(e)
|
|
(240
|
)
|
|||
Net cash provided by/(used for) operating activities
|
(615
|
)
|
|
—
|
|
|
|
|
(615
|
)
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||
Cash receipts on sold receivables
|
464
|
|
|
—
|
|
|
|
|
464
|
|
|||
Capital expenditures
|
(368
|
)
|
|
—
|
|
|
|
|
(368
|
)
|
|||
Payments to acquire business, net of cash acquired
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Other investing activities, net
|
38
|
|
|
—
|
|
|
|
|
38
|
|
|||
Net cash provided by/(used for) investing activities
|
134
|
|
|
—
|
|
|
|
|
134
|
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||
Repayments of long-term debt
|
(27
|
)
|
|
—
|
|
|
(g)
|
|
(27
|
)
|
|||
Proceeds from issuance of long-term debt
|
2
|
|
|
—
|
|
|
|
|
2
|
|
|||
Proceeds from issuance of commercial paper
|
2,324
|
|
|
—
|
|
|
|
|
2,324
|
|
|||
Repayments of commercial paper
|
(2,068
|
)
|
|
—
|
|
|
|
|
(2,068
|
)
|
|||
Dividends paid - Series A Preferred Stock
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Dividends paid - common stock
|
(736
|
)
|
|
—
|
|
|
|
|
(736
|
)
|
|||
Redemption of Series A Preferred Stock
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Other financing activities, net
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net cash provided by/(used for) financing activities
|
(505
|
)
|
|
—
|
|
|
|
|
(505
|
)
|
|||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
13
|
|
|
—
|
|
|
|
|
13
|
|
|||
Cash, cash equivalents, and restricted cash
|
|
|
|
|
|
|
|
||||||
Net increase/(decrease)
|
(973
|
)
|
|
—
|
|
|
|
|
(973
|
)
|
|||
Balance at beginning of period
|
4,255
|
|
|
—
|
|
|
|
|
4,255
|
|
|||
Balance at end of period
|
$
|
3,282
|
|
|
$
|
—
|
|
|
|
|
$
|
3,282
|
|
NON-CASH INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||
Beneficial interest obtained in exchange for securitized trade receivables
|
$
|
880
|
|
|
$
|
—
|
|
|
|
|
$
|
880
|
|
|
|
|
As Restated
|
||||||||||||||||||||
|
December 29, 2018
|
|
September 29,
2018 |
|
June 30,
2018 |
|
March 31,
2018 |
||||||||||||||||
|
Three Months Ended
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Three Months Ended
|
|
Six Months Ended
|
|
Three Months Ended
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Segment Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
United States
|
$
|
1,249
|
|
|
$
|
1,176
|
|
|
$
|
3,969
|
|
|
$
|
1,401
|
|
|
$
|
2,793
|
|
|
$
|
1,392
|
|
Canada
|
157
|
|
|
144
|
|
|
451
|
|
|
173
|
|
|
307
|
|
|
134
|
|
||||||
EMEA
|
171
|
|
|
165
|
|
|
553
|
|
|
206
|
|
|
388
|
|
|
182
|
|
||||||
Rest of World
|
130
|
|
|
148
|
|
|
505
|
|
|
213
|
|
|
357
|
|
|
144
|
|
||||||
General corporate expenses
|
(33
|
)
|
|
(39
|
)
|
|
(128
|
)
|
|
(44
|
)
|
|
(89
|
)
|
|
(45
|
)
|
||||||
Depreciation and amortization (excluding integration and restructuring expenses)
|
(240
|
)
|
|
(245
|
)
|
|
(679
|
)
|
|
(235
|
)
|
|
(434
|
)
|
|
(199
|
)
|
||||||
Integration and restructuring expenses
|
(82
|
)
|
|
(32
|
)
|
|
(215
|
)
|
|
(93
|
)
|
|
(183
|
)
|
|
(90
|
)
|
||||||
Deal costs
|
(4
|
)
|
|
(3
|
)
|
|
(19
|
)
|
|
(7
|
)
|
|
(16
|
)
|
|
(9
|
)
|
||||||
Unrealized gains/(losses) on commodity hedges
|
(10
|
)
|
|
(6
|
)
|
|
(11
|
)
|
|
(3
|
)
|
|
(5
|
)
|
|
(2
|
)
|
||||||
Impairment losses
|
(15,485
|
)
|
|
(217
|
)
|
|
(451
|
)
|
|
(234
|
)
|
|
(234
|
)
|
|
—
|
|
||||||
Gains/(losses) on sale of business
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
(15
|
)
|
|
(15
|
)
|
|
—
|
|
||||||
Equity award compensation expense (excluding integration and restructuring expenses)
|
11
|
|
|
(17
|
)
|
|
(44
|
)
|
|
(20
|
)
|
|
(27
|
)
|
|
(7
|
)
|
||||||
Operating income/(loss)
|
(14,136
|
)
|
|
1,074
|
|
|
3,916
|
|
|
1,342
|
|
|
2,842
|
|
|
1,500
|
|
||||||
Interest expense
|
325
|
|
|
326
|
|
|
959
|
|
|
316
|
|
|
633
|
|
|
317
|
|
||||||
Other expense/(income), net
|
13
|
|
|
(71
|
)
|
|
(196
|
)
|
|
(35
|
)
|
|
(125
|
)
|
|
(90
|
)
|
||||||
Income/(loss) before income taxes
|
$
|
(14,474
|
)
|
|
$
|
819
|
|
|
$
|
3,153
|
|
|
$
|
1,061
|
|
|
$
|
2,334
|
|
|
$
|
1,273
|
|
|
As Restated & Recast
|
||||||||||||||||||||||
|
December 30, 2017
|
|
September 30,
2017 |
|
July 1,
2017 |
|
April 1,
2017 |
||||||||||||||||
|
Three Months Ended
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Three Months Ended
|
|
Six Months Ended
|
|
Three Months Ended
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Segment Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
United States
|
$
|
1,486
|
|
|
$
|
1,407
|
|
|
$
|
4,387
|
|
|
$
|
1,534
|
|
|
$
|
2,980
|
|
|
$
|
1,446
|
|
Canada
|
159
|
|
|
159
|
|
|
477
|
|
|
189
|
|
|
318
|
|
|
129
|
|
||||||
EMEA
|
174
|
|
|
179
|
|
|
499
|
|
|
182
|
|
|
320
|
|
|
138
|
|
||||||
Rest of World
|
142
|
|
|
134
|
|
|
448
|
|
|
170
|
|
|
314
|
|
|
144
|
|
||||||
General corporate expenses
|
(14
|
)
|
|
(29
|
)
|
|
(94
|
)
|
|
(36
|
)
|
|
(65
|
)
|
|
(29
|
)
|
||||||
Depreciation and amortization (excluding integration and restructuring expenses)
|
(224
|
)
|
|
(243
|
)
|
|
(683
|
)
|
|
(219
|
)
|
|
(440
|
)
|
|
(221
|
)
|
||||||
Integration and restructuring expenses
|
(208
|
)
|
|
(108
|
)
|
|
(375
|
)
|
|
(132
|
)
|
|
(267
|
)
|
|
(135
|
)
|
||||||
Unrealized gains/(losses) on commodity hedges
|
5
|
|
|
5
|
|
|
(24
|
)
|
|
13
|
|
|
(29
|
)
|
|
(42
|
)
|
||||||
Impairment losses
|
—
|
|
|
(1
|
)
|
|
(49
|
)
|
|
(48
|
)
|
|
(48
|
)
|
|
—
|
|
||||||
Equity award compensation expense (excluding integration and restructuring expenses)
|
(11
|
)
|
|
(12
|
)
|
|
(38
|
)
|
|
(14
|
)
|
|
(26
|
)
|
|
(12
|
)
|
||||||
Operating income/(loss)
|
1,509
|
|
|
1,491
|
|
|
4,548
|
|
|
1,639
|
|
|
3,057
|
|
|
1,418
|
|
||||||
Interest expense
|
308
|
|
|
306
|
|
|
926
|
|
|
307
|
|
|
620
|
|
|
313
|
|
||||||
Other expense/(income), net
|
(116
|
)
|
|
(127
|
)
|
|
(511
|
)
|
|
(254
|
)
|
|
(384
|
)
|
|
(130
|
)
|
||||||
Income/(loss) before income taxes
|
$
|
1,317
|
|
|
$
|
1,312
|
|
|
$
|
4,133
|
|
|
$
|
1,586
|
|
|
$
|
2,821
|
|
|
$
|
1,235
|
|
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
17,317
|
|
|
$
|
9,481
|
|
|
$
|
(530
|
)
|
|
$
|
26,268
|
|
Cost of products sold
|
—
|
|
|
11,290
|
|
|
6,587
|
|
|
(530
|
)
|
|
17,347
|
|
|||||
Gross profit
|
—
|
|
|
6,027
|
|
|
2,894
|
|
|
—
|
|
|
8,921
|
|
|||||
Selling, general and administrative expenses, excluding impairment losses
|
—
|
|
|
803
|
|
|
2,402
|
|
|
—
|
|
|
3,205
|
|
|||||
Goodwill impairment losses
|
—
|
|
|
—
|
|
|
7,008
|
|
|
—
|
|
|
7,008
|
|
|||||
Intangible asset impairment losses
|
—
|
|
|
—
|
|
|
8,928
|
|
|
—
|
|
|
8,928
|
|
|||||
Selling, general and administrative expenses
|
—
|
|
|
803
|
|
|
18,338
|
|
|
—
|
|
|
19,141
|
|
|||||
Intercompany service fees and other recharges
|
—
|
|
|
3,865
|
|
|
(3,865
|
)
|
|
—
|
|
|
—
|
|
|||||
Operating income/(loss)
|
—
|
|
|
1,359
|
|
|
(11,579
|
)
|
|
—
|
|
|
(10,220
|
)
|
|||||
Interest expense
|
—
|
|
|
1,212
|
|
|
72
|
|
|
—
|
|
|
1,284
|
|
|||||
Other expense/(income), net
|
—
|
|
|
(359
|
)
|
|
176
|
|
|
—
|
|
|
(183
|
)
|
|||||
Income/(loss) before income taxes
|
—
|
|
|
506
|
|
|
(11,827
|
)
|
|
—
|
|
|
(11,321
|
)
|
|||||
Provision for/(benefit from) income taxes
|
—
|
|
|
112
|
|
|
(1,179
|
)
|
|
—
|
|
|
(1,067
|
)
|
|||||
Equity in earnings/(losses) of subsidiaries
|
(10,192
|
)
|
|
(10,586
|
)
|
|
—
|
|
|
20,778
|
|
|
—
|
|
|||||
Net income/(loss)
|
(10,192
|
)
|
|
(10,192
|
)
|
|
(10,648
|
)
|
|
20,778
|
|
|
(10,254
|
)
|
|||||
Net income/(loss) attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(62
|
)
|
|
—
|
|
|
(62
|
)
|
|||||
Net income/(loss) excluding noncontrolling interest
|
$
|
(10,192
|
)
|
|
$
|
(10,192
|
)
|
|
$
|
(10,586
|
)
|
|
$
|
20,778
|
|
|
$
|
(10,192
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income/(loss) excluding noncontrolling interest
|
$
|
(11,081
|
)
|
|
$
|
(11,081
|
)
|
|
$
|
(11,550
|
)
|
|
$
|
22,631
|
|
|
$
|
(11,081
|
)
|
|
As Restated & Recast
|
||||||||||||||||||
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
17,397
|
|
|
$
|
9,247
|
|
|
$
|
(568
|
)
|
|
$
|
26,076
|
|
Cost of products sold
|
—
|
|
|
11,147
|
|
|
6,464
|
|
|
(568
|
)
|
|
17,043
|
|
|||||
Gross profit
|
—
|
|
|
6,250
|
|
|
2,783
|
|
|
—
|
|
|
9,033
|
|
|||||
Selling, general and administrative expenses, excluding impairment losses
|
—
|
|
|
695
|
|
|
2,232
|
|
|
—
|
|
|
2,927
|
|
|||||
Goodwill impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Intangible asset impairment losses
|
—
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
49
|
|
|||||
Selling, general and administrative expenses
|
—
|
|
|
695
|
|
|
2,281
|
|
|
—
|
|
|
2,976
|
|
|||||
Intercompany service fees and other recharges
|
—
|
|
|
4,307
|
|
|
(4,307
|
)
|
|
—
|
|
|
—
|
|
|||||
Operating income/(loss)
|
—
|
|
|
1,248
|
|
|
4,809
|
|
|
—
|
|
|
6,057
|
|
|||||
Interest expense
|
—
|
|
|
1,189
|
|
|
45
|
|
|
—
|
|
|
1,234
|
|
|||||
Other expense/(income), net
|
—
|
|
|
(535
|
)
|
|
(92
|
)
|
|
—
|
|
|
(627
|
)
|
|||||
Income/(loss) before income taxes
|
—
|
|
|
594
|
|
|
4,856
|
|
|
—
|
|
|
5,450
|
|
|||||
Provision for/(benefit from) income taxes
|
—
|
|
|
(243
|
)
|
|
(5,239
|
)
|
|
—
|
|
|
(5,482
|
)
|
|||||
Equity in earnings/(losses) of subsidiaries
|
10,941
|
|
|
10,104
|
|
|
—
|
|
|
(21,045
|
)
|
|
—
|
|
|||||
Net income/(loss)
|
10,941
|
|
|
10,941
|
|
|
10,095
|
|
|
(21,045
|
)
|
|
10,932
|
|
|||||
Net income/(loss) attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|||||
Net income/(loss) excluding noncontrolling interest
|
$
|
10,941
|
|
|
$
|
10,941
|
|
|
$
|
10,104
|
|
|
$
|
(21,045
|
)
|
|
$
|
10,941
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income/(loss) excluding noncontrolling interest
|
$
|
11,516
|
|
|
$
|
11,516
|
|
|
$
|
7,711
|
|
|
$
|
(19,227
|
)
|
|
$
|
11,516
|
|
|
As Previously Reported
|
||||||||||||||||||
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
17,507
|
|
|
$
|
9,293
|
|
|
$
|
(568
|
)
|
|
$
|
26,232
|
|
Cost of products sold
|
—
|
|
|
10,710
|
|
|
6,387
|
|
|
(568
|
)
|
|
16,529
|
|
|||||
Gross profit
|
—
|
|
|
6,797
|
|
|
2,906
|
|
|
—
|
|
|
9,703
|
|
|||||
Selling, general and administrative expenses, excluding impairment losses
|
—
|
|
|
652
|
|
|
2,229
|
|
|
—
|
|
|
2,881
|
|
|||||
Goodwill impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Intangible asset impairment losses
|
—
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
49
|
|
|||||
Selling, general and administrative expenses
|
—
|
|
|
652
|
|
|
2,278
|
|
|
—
|
|
|
2,930
|
|
|||||
Intercompany service fees and other recharges
|
—
|
|
|
4,308
|
|
|
(4,308
|
)
|
|
—
|
|
|
—
|
|
|||||
Operating income/(loss)
|
—
|
|
|
1,837
|
|
|
4,936
|
|
|
—
|
|
|
6,773
|
|
|||||
Interest expense
|
—
|
|
|
1,190
|
|
|
44
|
|
|
—
|
|
|
1,234
|
|
|||||
Other expense/(income), net
|
—
|
|
|
(10
|
)
|
|
19
|
|
|
—
|
|
|
9
|
|
|||||
Income/(loss) before income taxes
|
—
|
|
|
657
|
|
|
4,873
|
|
|
—
|
|
|
5,530
|
|
|||||
Provision for/(benefit from) income taxes
|
—
|
|
|
(221
|
)
|
|
(5,239
|
)
|
|
—
|
|
|
(5,460
|
)
|
|||||
Equity in earnings/(losses) of subsidiaries
|
10,999
|
|
|
10,121
|
|
|
—
|
|
|
(21,120
|
)
|
|
—
|
|
|||||
Net income/(loss)
|
10,999
|
|
|
10,999
|
|
|
10,112
|
|
|
(21,120
|
)
|
|
10,990
|
|
|||||
Net income/(loss) attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|||||
Net income/(loss) excluding noncontrolling interest
|
$
|
10,999
|
|
|
$
|
10,999
|
|
|
$
|
10,121
|
|
|
$
|
(21,120
|
)
|
|
$
|
10,999
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income/(loss) excluding noncontrolling interest
|
$
|
11,573
|
|
|
$
|
11,573
|
|
|
$
|
7,726
|
|
|
$
|
(19,299
|
)
|
|
$
|
11,573
|
|
|
As Restated & Recast
|
||||||||||||||||||
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
17,652
|
|
|
$
|
9,281
|
|
|
$
|
(633
|
)
|
|
$
|
26,300
|
|
Cost of products sold
|
—
|
|
|
11,359
|
|
|
6,428
|
|
|
(633
|
)
|
|
17,154
|
|
|||||
Gross profit
|
—
|
|
|
6,293
|
|
|
2,853
|
|
|
—
|
|
|
9,146
|
|
|||||
Selling, general and administrative expenses, excluding impairment losses
|
—
|
|
|
1,053
|
|
|
2,474
|
|
|
—
|
|
|
3,527
|
|
|||||
Goodwill impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Intangible asset impairment losses
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
|||||
Selling, general and administrative expenses
|
—
|
|
|
1,053
|
|
|
2,492
|
|
|
—
|
|
|
3,545
|
|
|||||
Intercompany service fees and other recharges
|
—
|
|
|
4,624
|
|
|
(4,624
|
)
|
|
—
|
|
|
—
|
|
|||||
Operating income/(loss)
|
—
|
|
|
616
|
|
|
4,985
|
|
|
—
|
|
|
5,601
|
|
|||||
Interest expense
|
—
|
|
|
1,076
|
|
|
58
|
|
|
—
|
|
|
1,134
|
|
|||||
Other expense/(income), net
|
—
|
|
|
(230
|
)
|
|
(242
|
)
|
|
—
|
|
|
(472
|
)
|
|||||
Income/(loss) before income taxes
|
—
|
|
|
(230
|
)
|
|
5,169
|
|
|
—
|
|
|
4,939
|
|
|||||
Provision for/(benefit from) income taxes
|
—
|
|
|
(414
|
)
|
|
1,747
|
|
|
—
|
|
|
1,333
|
|
|||||
Equity in earnings/(losses) of subsidiaries
|
3,596
|
|
|
3,412
|
|
|
—
|
|
|
(7,008
|
)
|
|
—
|
|
|||||
Net income/(loss)
|
3,596
|
|
|
3,596
|
|
|
3,422
|
|
|
(7,008
|
)
|
|
3,606
|
|
|||||
Net income/(loss) attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|||||
Net income/(loss) excluding noncontrolling interest
|
$
|
3,596
|
|
|
$
|
3,596
|
|
|
$
|
3,412
|
|
|
$
|
(7,008
|
)
|
|
$
|
3,596
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income/(loss) excluding noncontrolling interest
|
$
|
2,583
|
|
|
$
|
2,583
|
|
|
$
|
5,712
|
|
|
$
|
(8,295
|
)
|
|
$
|
2,583
|
|
|
As Previously Reported
|
||||||||||||||||||
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
17,809
|
|
|
$
|
9,310
|
|
|
$
|
(632
|
)
|
|
$
|
26,487
|
|
Cost of products sold
|
—
|
|
|
11,156
|
|
|
6,377
|
|
|
(632
|
)
|
|
16,901
|
|
|||||
Gross profit
|
—
|
|
|
6,653
|
|
|
2,933
|
|
|
—
|
|
|
9,586
|
|
|||||
Selling, general and administrative expenses, excluding impairment losses
|
—
|
|
|
970
|
|
|
2,474
|
|
|
—
|
|
|
3,444
|
|
|||||
Goodwill impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Intangible asset impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Selling, general and administrative expenses
|
—
|
|
|
970
|
|
|
2,474
|
|
|
—
|
|
|
3,444
|
|
|||||
Intercompany service fees and other recharges
|
—
|
|
|
4,624
|
|
|
(4,624
|
)
|
|
—
|
|
|
—
|
|
|||||
Operating income/(loss)
|
—
|
|
|
1,059
|
|
|
5,083
|
|
|
—
|
|
|
6,142
|
|
|||||
Interest expense
|
—
|
|
|
1,076
|
|
|
58
|
|
|
—
|
|
|
1,134
|
|
|||||
Other expense/(income), net
|
—
|
|
|
144
|
|
|
(159
|
)
|
|
—
|
|
|
(15
|
)
|
|||||
Income/(loss) before income taxes
|
—
|
|
|
(161
|
)
|
|
5,184
|
|
|
—
|
|
|
5,023
|
|
|||||
Provision for/(benefit from) income taxes
|
—
|
|
|
(372
|
)
|
|
1,753
|
|
|
—
|
|
|
1,381
|
|
|||||
Equity in earnings/(losses) of subsidiaries
|
3,632
|
|
|
3,421
|
|
|
—
|
|
|
(7,053
|
)
|
|
—
|
|
|||||
Net income/(loss)
|
3,632
|
|
|
3,632
|
|
|
3,431
|
|
|
(7,053
|
)
|
|
3,642
|
|
|||||
Net income/(loss) attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|||||
Net income/(loss) excluding noncontrolling interest
|
$
|
3,632
|
|
|
$
|
3,632
|
|
|
$
|
3,421
|
|
|
$
|
(7,053
|
)
|
|
$
|
3,632
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income/(loss) excluding noncontrolling interest
|
$
|
2,675
|
|
|
$
|
2,675
|
|
|
$
|
5,717
|
|
|
$
|
(8,392
|
)
|
|
$
|
2,675
|
|
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
202
|
|
|
$
|
928
|
|
|
$
|
—
|
|
|
$
|
1,130
|
|
Trade receivables, net
|
—
|
|
|
933
|
|
|
1,196
|
|
|
—
|
|
|
2,129
|
|
|||||
Receivables due from affiliates
|
—
|
|
|
870
|
|
|
341
|
|
|
(1,211
|
)
|
|
—
|
|
|||||
Income taxes receivable
|
—
|
|
|
701
|
|
|
9
|
|
|
(558
|
)
|
|
152
|
|
|||||
Inventories
|
—
|
|
|
1,783
|
|
|
884
|
|
|
—
|
|
|
2,667
|
|
|||||
Short-term lending due from affiliates
|
—
|
|
|
1,787
|
|
|
3,753
|
|
|
(5,540
|
)
|
|
—
|
|
|||||
Prepaid expenses
|
—
|
|
|
198
|
|
|
202
|
|
|
—
|
|
|
400
|
|
|||||
Other current assets
|
—
|
|
|
776
|
|
|
445
|
|
|
—
|
|
|
1,221
|
|
|||||
Assets held for sale
|
—
|
|
|
75
|
|
|
1,301
|
|
|
—
|
|
|
1,376
|
|
|||||
Total current assets
|
—
|
|
|
7,325
|
|
|
9,059
|
|
|
(7,309
|
)
|
|
9,075
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
4,524
|
|
|
2,554
|
|
|
—
|
|
|
7,078
|
|
|||||
Goodwill
|
—
|
|
|
11,067
|
|
|
25,436
|
|
|
—
|
|
|
36,503
|
|
|||||
Investments in subsidiaries
|
51,657
|
|
|
67,867
|
|
|
—
|
|
|
(119,524
|
)
|
|
—
|
|
|||||
Intangible assets, net
|
—
|
|
|
3,010
|
|
|
46,458
|
|
|
—
|
|
|
49,468
|
|
|||||
Long-term lending due from affiliates
|
—
|
|
|
—
|
|
|
2,000
|
|
|
(2,000
|
)
|
|
—
|
|
|||||
Other non-current assets
|
—
|
|
|
316
|
|
|
1,021
|
|
|
—
|
|
|
1,337
|
|
|||||
TOTAL ASSETS
|
$
|
51,657
|
|
|
$
|
94,109
|
|
|
$
|
86,528
|
|
|
$
|
(128,833
|
)
|
|
$
|
103,461
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial paper and other short-term debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
21
|
|
Current portion of long-term debt
|
—
|
|
|
363
|
|
|
14
|
|
|
—
|
|
|
377
|
|
|||||
Short-term lending due to affiliates
|
—
|
|
|
3,753
|
|
|
1,787
|
|
|
(5,540
|
)
|
|
—
|
|
|||||
Trade payables
|
—
|
|
|
2,563
|
|
|
1,590
|
|
|
—
|
|
|
4,153
|
|
|||||
Payables due to affiliates
|
—
|
|
|
341
|
|
|
870
|
|
|
(1,211
|
)
|
|
—
|
|
|||||
Accrued marketing
|
—
|
|
|
282
|
|
|
440
|
|
|
—
|
|
|
722
|
|
|||||
Interest payable
|
—
|
|
|
394
|
|
|
14
|
|
|
—
|
|
|
408
|
|
|||||
Other current liabilities
|
—
|
|
|
888
|
|
|
1,437
|
|
|
(558
|
)
|
|
1,767
|
|
|||||
Liabilities held for sale
|
—
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
55
|
|
|||||
Total current liabilities
|
—
|
|
|
8,584
|
|
|
6,228
|
|
|
(7,309
|
)
|
|
7,503
|
|
|||||
Long-term debt
|
—
|
|
|
29,872
|
|
|
898
|
|
|
—
|
|
|
30,770
|
|
|||||
Long-term borrowings due to affiliates
|
—
|
|
|
2,000
|
|
|
12
|
|
|
(2,012
|
)
|
|
—
|
|
|||||
Deferred income taxes
|
—
|
|
|
1,314
|
|
|
10,888
|
|
|
—
|
|
|
12,202
|
|
|||||
Accrued postemployment costs
|
—
|
|
|
89
|
|
|
217
|
|
|
—
|
|
|
306
|
|
|||||
Other non-current liabilities
|
—
|
|
|
593
|
|
|
309
|
|
|
—
|
|
|
902
|
|
|||||
TOTAL LIABILITIES
|
—
|
|
|
42,452
|
|
|
18,552
|
|
|
(9,321
|
)
|
|
51,683
|
|
|||||
Redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|||||
Total shareholders’ equity
|
51,657
|
|
|
51,657
|
|
|
67,855
|
|
|
(119,512
|
)
|
|
51,657
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
118
|
|
|
—
|
|
|
118
|
|
|||||
TOTAL EQUITY
|
51,657
|
|
|
51,657
|
|
|
67,973
|
|
|
(119,512
|
)
|
|
51,775
|
|
|||||
TOTAL LIABILITIES AND EQUITY
|
$
|
51,657
|
|
|
$
|
94,109
|
|
|
$
|
86,528
|
|
|
$
|
(128,833
|
)
|
|
$
|
103,461
|
|
|
As Restated
|
||||||||||||||||||
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
509
|
|
|
$
|
1,120
|
|
|
$
|
—
|
|
|
$
|
1,629
|
|
Trade receivables, net
|
—
|
|
|
91
|
|
|
830
|
|
|
—
|
|
|
921
|
|
|||||
Receivables due from affiliates
|
—
|
|
|
716
|
|
|
240
|
|
|
(956
|
)
|
|
—
|
|
|||||
Dividends due from affiliates
|
135
|
|
|
—
|
|
|
—
|
|
|
(135
|
)
|
|
—
|
|
|||||
Sold receivables
|
—
|
|
|
—
|
|
|
353
|
|
|
—
|
|
|
353
|
|
|||||
Income taxes receivable
|
—
|
|
|
1,890
|
|
|
97
|
|
|
(1,449
|
)
|
|
538
|
|
|||||
Inventories
|
—
|
|
|
1,790
|
|
|
970
|
|
|
—
|
|
|
2,760
|
|
|||||
Short-term lending due from affiliates
|
—
|
|
|
1,598
|
|
|
3,816
|
|
|
(5,414
|
)
|
|
—
|
|
|||||
Prepaid expenses
|
—
|
|
|
168
|
|
|
177
|
|
|
—
|
|
|
345
|
|
|||||
Other current assets
|
—
|
|
|
359
|
|
|
296
|
|
|
—
|
|
|
655
|
|
|||||
Total current assets
|
135
|
|
|
7,121
|
|
|
7,899
|
|
|
(7,954
|
)
|
|
7,201
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
4,591
|
|
|
2,470
|
|
|
—
|
|
|
7,061
|
|
|||||
Goodwill
|
—
|
|
|
11,068
|
|
|
33,757
|
|
|
—
|
|
|
44,825
|
|
|||||
Investments in subsidiaries
|
65,863
|
|
|
80,345
|
|
|
—
|
|
|
(146,208
|
)
|
|
—
|
|
|||||
Intangible assets, net
|
—
|
|
|
3,222
|
|
|
56,210
|
|
|
—
|
|
|
59,432
|
|
|||||
Long-term lending due from affiliates
|
—
|
|
|
1,700
|
|
|
2,029
|
|
|
(3,729
|
)
|
|
—
|
|
|||||
Other non-current assets
|
—
|
|
|
515
|
|
|
1,058
|
|
|
—
|
|
|
1,573
|
|
|||||
TOTAL ASSETS
|
$
|
65,998
|
|
|
$
|
108,562
|
|
|
$
|
103,423
|
|
|
$
|
(157,891
|
)
|
|
$
|
120,092
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial paper and other short-term debt
|
$
|
—
|
|
|
$
|
450
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
462
|
|
Current portion of long-term debt
|
—
|
|
|
2,568
|
|
|
165
|
|
|
—
|
|
|
2,733
|
|
|||||
Short-term lending due to affiliates
|
—
|
|
|
3,816
|
|
|
1,598
|
|
|
(5,414
|
)
|
|
—
|
|
|||||
Trade payables
|
—
|
|
|
2,681
|
|
|
1,681
|
|
|
—
|
|
|
4,362
|
|
|||||
Payables due to affiliates
|
—
|
|
|
240
|
|
|
716
|
|
|
(956
|
)
|
|
—
|
|
|||||
Accrued marketing
|
—
|
|
|
236
|
|
|
453
|
|
|
—
|
|
|
689
|
|
|||||
Interest payable
|
—
|
|
|
404
|
|
|
15
|
|
|
—
|
|
|
419
|
|
|||||
Dividends due to affiliates
|
—
|
|
|
135
|
|
|
—
|
|
|
(135
|
)
|
|
—
|
|
|||||
Other current liabilities
|
135
|
|
|
565
|
|
|
2,238
|
|
|
(1,449
|
)
|
|
1,489
|
|
|||||
Total current liabilities
|
135
|
|
|
11,095
|
|
|
6,878
|
|
|
(7,954
|
)
|
|
10,154
|
|
|||||
Long-term debt
|
—
|
|
|
27,422
|
|
|
886
|
|
|
—
|
|
|
28,308
|
|
|||||
Long-term borrowings due to affiliates
|
—
|
|
|
2,029
|
|
|
1,919
|
|
|
(3,948
|
)
|
|
—
|
|
|||||
Deferred income taxes
|
—
|
|
|
1,182
|
|
|
12,857
|
|
|
—
|
|
|
14,039
|
|
|||||
Accrued postemployment costs
|
—
|
|
|
184
|
|
|
243
|
|
|
—
|
|
|
427
|
|
|||||
Other non-current liabilities
|
—
|
|
|
787
|
|
|
301
|
|
|
—
|
|
|
1,088
|
|
|||||
TOTAL LIABILITIES
|
135
|
|
|
42,699
|
|
|
23,084
|
|
|
(11,902
|
)
|
|
54,016
|
|
|||||
Redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|||||
Total shareholders’ equity
|
65,863
|
|
|
65,863
|
|
|
80,126
|
|
|
(145,989
|
)
|
|
65,863
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
207
|
|
|
—
|
|
|
207
|
|
|||||
TOTAL EQUITY
|
65,863
|
|
|
65,863
|
|
|
80,333
|
|
|
(145,989
|
)
|
|
66,070
|
|
|||||
TOTAL LIABILITIES AND EQUITY
|
$
|
65,998
|
|
|
$
|
108,562
|
|
|
$
|
103,423
|
|
|
$
|
(157,891
|
)
|
|
$
|
120,092
|
|
|
As Previously Reported
|
||||||||||||||||||
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
509
|
|
|
$
|
1,120
|
|
|
$
|
—
|
|
|
$
|
1,629
|
|
Trade receivables, net
|
—
|
|
|
91
|
|
|
830
|
|
|
—
|
|
|
921
|
|
|||||
Receivables due from affiliates
|
—
|
|
|
716
|
|
|
207
|
|
|
(923
|
)
|
|
—
|
|
|||||
Dividends due from affiliates
|
135
|
|
|
—
|
|
|
—
|
|
|
(135
|
)
|
|
—
|
|
|||||
Sold receivables
|
—
|
|
|
—
|
|
|
353
|
|
|
—
|
|
|
353
|
|
|||||
Income taxes receivable
|
—
|
|
|
1,904
|
|
|
97
|
|
|
(1,419
|
)
|
|
582
|
|
|||||
Inventories
|
—
|
|
|
1,846
|
|
|
969
|
|
|
—
|
|
|
2,815
|
|
|||||
Short-term lending due from affiliates
|
—
|
|
|
1,598
|
|
|
3,816
|
|
|
(5,414
|
)
|
|
—
|
|
|||||
Prepaid expenses
|
—
|
|
|
168
|
|
|
177
|
|
|
—
|
|
|
345
|
|
|||||
Other current assets
|
—
|
|
|
325
|
|
|
296
|
|
|
—
|
|
|
621
|
|
|||||
Total current assets
|
135
|
|
|
7,157
|
|
|
7,865
|
|
|
(7,891
|
)
|
|
7,266
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
4,577
|
|
|
2,543
|
|
|
—
|
|
|
7,120
|
|
|||||
Goodwill
|
—
|
|
|
11,067
|
|
|
33,757
|
|
|
—
|
|
|
44,824
|
|
|||||
Investments in subsidiaries
|
66,034
|
|
|
80,426
|
|
|
—
|
|
|
(146,460
|
)
|
|
—
|
|
|||||
Intangible assets, net
|
—
|
|
|
3,222
|
|
|
56,227
|
|
|
—
|
|
|
59,449
|
|
|||||
Long-term lending due from affiliates
|
—
|
|
|
1,700
|
|
|
2,029
|
|
|
(3,729
|
)
|
|
—
|
|
|||||
Other non-current assets
|
—
|
|
|
515
|
|
|
1,058
|
|
|
—
|
|
|
1,573
|
|
|||||
TOTAL ASSETS
|
$
|
66,169
|
|
|
$
|
108,664
|
|
|
$
|
103,479
|
|
|
$
|
(158,080
|
)
|
|
$
|
120,232
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial paper and other short-term debt
|
$
|
—
|
|
|
$
|
448
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
460
|
|
Current portion of long-term debt
|
—
|
|
|
2,577
|
|
|
166
|
|
|
—
|
|
|
2,743
|
|
|||||
Short-term lending due to affiliates
|
—
|
|
|
3,816
|
|
|
1,598
|
|
|
(5,414
|
)
|
|
—
|
|
|||||
Trade payables
|
—
|
|
|
2,718
|
|
|
1,731
|
|
|
—
|
|
|
4,449
|
|
|||||
Payables due to affiliates
|
—
|
|
|
207
|
|
|
716
|
|
|
(923
|
)
|
|
—
|
|
|||||
Accrued marketing
|
—
|
|
|
236
|
|
|
444
|
|
|
—
|
|
|
680
|
|
|||||
Interest payable
|
—
|
|
|
404
|
|
|
15
|
|
|
—
|
|
|
419
|
|
|||||
Dividends due to affiliates
|
—
|
|
|
135
|
|
|
—
|
|
|
(135
|
)
|
|
—
|
|
|||||
Other current liabilities
|
135
|
|
|
473
|
|
|
2,192
|
|
|
(1,419
|
)
|
|
1,381
|
|
|||||
Total current liabilities
|
135
|
|
|
11,014
|
|
|
6,874
|
|
|
(7,891
|
)
|
|
10,132
|
|
|||||
Long-term debt
|
—
|
|
|
27,442
|
|
|
891
|
|
|
—
|
|
|
28,333
|
|
|||||
Long-term borrowings due to affiliates
|
—
|
|
|
2,029
|
|
|
1,919
|
|
|
(3,948
|
)
|
|
—
|
|
|||||
Deferred income taxes
|
—
|
|
|
1,245
|
|
|
12,831
|
|
|
—
|
|
|
14,076
|
|
|||||
Accrued postemployment costs
|
—
|
|
|
184
|
|
|
243
|
|
|
—
|
|
|
427
|
|
|||||
Other non-current liabilities
|
—
|
|
|
716
|
|
|
301
|
|
|
—
|
|
|
1,017
|
|
|||||
TOTAL LIABILITIES
|
135
|
|
|
42,630
|
|
|
23,059
|
|
|
(11,839
|
)
|
|
53,985
|
|
|||||
Redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|||||
Total shareholders’ equity
|
66,034
|
|
|
66,034
|
|
|
80,207
|
|
|
(146,241
|
)
|
|
66,034
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
207
|
|
|
—
|
|
|
207
|
|
|||||
TOTAL EQUITY
|
66,034
|
|
|
66,034
|
|
|
80,414
|
|
|
(146,241
|
)
|
|
66,241
|
|
|||||
TOTAL LIABILITIES AND EQUITY
|
$
|
66,169
|
|
|
$
|
108,664
|
|
|
$
|
103,479
|
|
|
$
|
(158,080
|
)
|
|
$
|
120,232
|
|
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by/(used for) operating activities
|
$
|
3,183
|
|
|
$
|
1,928
|
|
|
$
|
656
|
|
|
$
|
(3,193
|
)
|
|
$
|
2,574
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash receipts on sold receivables
|
—
|
|
|
—
|
|
|
1,296
|
|
|
—
|
|
|
1,296
|
|
|||||
Capital expenditures
|
—
|
|
|
(339
|
)
|
|
(487
|
)
|
|
—
|
|
|
(826
|
)
|
|||||
Payments to acquire business, net of cash acquired
|
—
|
|
|
(245
|
)
|
|
(3
|
)
|
|
—
|
|
|
(248
|
)
|
|||||
Net proceeds from/(payments on) intercompany lending activities
|
—
|
|
|
1,626
|
|
|
206
|
|
|
(1,832
|
)
|
|
—
|
|
|||||
Additional investments in subsidiaries
|
|
|
|
(41
|
)
|
|
|
|
|
41
|
|
|
—
|
|
|||||
Return of capital
|
7
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|||||
Other investing activities, net
|
—
|
|
|
31
|
|
|
35
|
|
|
—
|
|
|
66
|
|
|||||
Net cash provided by/(used for) investing activities
|
7
|
|
|
1,032
|
|
|
1,047
|
|
|
(1,798
|
)
|
|
288
|
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayments of long-term debt
|
—
|
|
|
(2,550
|
)
|
|
(163
|
)
|
|
—
|
|
|
(2,713
|
)
|
|||||
Proceeds from issuance of long-term debt
|
—
|
|
|
2,990
|
|
|
—
|
|
|
—
|
|
|
2,990
|
|
|||||
Proceeds from issuance of commercial paper
|
—
|
|
|
2,784
|
|
|
—
|
|
|
—
|
|
|
2,784
|
|
|||||
Repayments of commercial paper
|
—
|
|
|
(3,213
|
)
|
|
—
|
|
|
—
|
|
|
(3,213
|
)
|
|||||
Net proceeds from/(payments on) intercompany borrowing activities
|
—
|
|
|
(206
|
)
|
|
(1,626
|
)
|
|
1,832
|
|
|
—
|
|
|||||
Dividends paid-common stock
|
(3,183
|
)
|
|
(3,183
|
)
|
|
(10
|
)
|
|
3,193
|
|
|
(3,183
|
)
|
|||||
Other intercompany capital stock transactions
|
—
|
|
|
(7
|
)
|
|
41
|
|
|
(34
|
)
|
|
—
|
|
|||||
Other financing activities, net
|
(7
|
)
|
|
(17
|
)
|
|
(4
|
)
|
|
—
|
|
|
(28
|
)
|
|||||
Net cash provided by/(used for) financing activities
|
(3,190
|
)
|
|
(3,402
|
)
|
|
(1,762
|
)
|
|
4,991
|
|
|
(3,363
|
)
|
|||||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
—
|
|
|
—
|
|
|
(132
|
)
|
|
—
|
|
|
(132
|
)
|
|||||
Cash, cash equivalents, and restricted cash:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase/(decrease)
|
—
|
|
|
(442
|
)
|
|
(191
|
)
|
|
—
|
|
|
(633
|
)
|
|||||
Balance at beginning of period
|
—
|
|
|
644
|
|
|
1,125
|
|
|
—
|
|
|
1,769
|
|
|||||
Balance at end of period
|
$
|
—
|
|
|
$
|
202
|
|
|
$
|
934
|
|
|
$
|
—
|
|
|
$
|
1,136
|
|
|
As Restated
|
||||||||||||||||||
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by/(used for) operating activities
|
$
|
2,888
|
|
|
$
|
1,497
|
|
|
$
|
(996
|
)
|
|
$
|
(2,888
|
)
|
|
$
|
501
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash receipts on sold receivables
|
—
|
|
|
—
|
|
|
2,286
|
|
|
—
|
|
|
2,286
|
|
|||||
Capital expenditures
|
—
|
|
|
(757
|
)
|
|
(437
|
)
|
|
—
|
|
|
(1,194
|
)
|
|||||
Net proceeds from/(payments on) intercompany lending activities
|
—
|
|
|
641
|
|
|
(542
|
)
|
|
(99
|
)
|
|
—
|
|
|||||
Additional investments in subsidiaries
|
(21
|
)
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|||||
Other investing activities, net
|
—
|
|
|
62
|
|
|
23
|
|
|
—
|
|
|
85
|
|
|||||
Net cash provided by/(used for) investing activities
|
(21
|
)
|
|
(54
|
)
|
|
1,330
|
|
|
(78
|
)
|
|
1,177
|
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayments of long-term debt
|
—
|
|
|
(2,628
|
)
|
|
(13
|
)
|
|
—
|
|
|
(2,641
|
)
|
|||||
Proceeds from issuance of long-term debt
|
—
|
|
|
1,496
|
|
|
—
|
|
|
—
|
|
|
1,496
|
|
|||||
Proceeds from issuance of commercial paper
|
—
|
|
|
6,043
|
|
|
—
|
|
|
—
|
|
|
6,043
|
|
|||||
Repayments of commercial paper
|
—
|
|
|
(6,249
|
)
|
|
—
|
|
|
—
|
|
|
(6,249
|
)
|
|||||
Net proceeds from/(payments on) intercompany borrowing activities
|
—
|
|
|
542
|
|
|
(641
|
)
|
|
99
|
|
|
—
|
|
|||||
Dividends paid-common stock
|
(2,888
|
)
|
|
(2,888
|
)
|
|
—
|
|
|
2,888
|
|
|
(2,888
|
)
|
|||||
Other intercompany capital stock transactions
|
—
|
|
|
21
|
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
|||||
Other financing activities, net
|
21
|
|
|
(5
|
)
|
|
2
|
|
|
—
|
|
|
18
|
|
|||||
Net cash provided by/(used for) financing activities
|
(2,867
|
)
|
|
(3,668
|
)
|
|
(652
|
)
|
|
2,966
|
|
|
(4,221
|
)
|
|||||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
—
|
|
|
—
|
|
|
57
|
|
|
—
|
|
|
57
|
|
|||||
Cash, cash equivalents, and restricted cash:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase/(decrease)
|
—
|
|
|
(2,225
|
)
|
|
(261
|
)
|
|
—
|
|
|
(2,486
|
)
|
|||||
Balance at beginning of period
|
—
|
|
|
2,869
|
|
|
1,386
|
|
|
—
|
|
|
4,255
|
|
|||||
Balance at end of period
|
$
|
—
|
|
|
$
|
644
|
|
|
$
|
1,125
|
|
|
$
|
—
|
|
|
$
|
1,769
|
|
|
As Previously Reported
|
||||||||||||||||||
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by/(used for) operating activities
|
$
|
2,888
|
|
|
$
|
1,499
|
|
|
$
|
(972
|
)
|
|
$
|
(2,888
|
)
|
|
$
|
527
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash receipts on sold receivables
|
—
|
|
|
—
|
|
|
2,286
|
|
|
—
|
|
|
2,286
|
|
|||||
Capital expenditures
|
—
|
|
|
(757
|
)
|
|
(460
|
)
|
|
—
|
|
|
(1,217
|
)
|
|||||
Net proceeds from/(payments on) intercompany lending activities
|
—
|
|
|
641
|
|
|
(542
|
)
|
|
(99
|
)
|
|
—
|
|
|||||
Additional investments in subsidiaries
|
(22
|
)
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|||||
Other investing activities, net
|
—
|
|
|
64
|
|
|
23
|
|
|
—
|
|
|
87
|
|
|||||
Net cash provided by/(used for) investing activities
|
(22
|
)
|
|
(52
|
)
|
|
1,307
|
|
|
(77
|
)
|
|
1,156
|
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayments of long-term debt
|
—
|
|
|
(2,632
|
)
|
|
(12
|
)
|
|
—
|
|
|
(2,644
|
)
|
|||||
Proceeds from issuance of long-term debt
|
—
|
|
|
1,496
|
|
|
—
|
|
|
—
|
|
|
1,496
|
|
|||||
Net proceeds from/(payments on) intercompany borrowing activities
|
—
|
|
|
542
|
|
|
(641
|
)
|
|
99
|
|
|
—
|
|
|||||
Proceeds from issuance of commercial paper
|
—
|
|
|
6,043
|
|
|
—
|
|
|
—
|
|
|
6,043
|
|
|||||
Repayments of commercial paper
|
—
|
|
|
(6,249
|
)
|
|
—
|
|
|
—
|
|
|
(6,249
|
)
|
|||||
Dividends paid-common stock
|
(2,888
|
)
|
|
(2,888
|
)
|
|
—
|
|
|
2,888
|
|
|
(2,888
|
)
|
|||||
Other intercompany capital stock transactions
|
—
|
|
|
22
|
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|||||
Other financing activities, net
|
22
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
16
|
|
|||||
Net cash provided by/(used for) financing activities
|
(2,866
|
)
|
|
(3,672
|
)
|
|
(653
|
)
|
|
2,965
|
|
|
(4,226
|
)
|
|||||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
—
|
|
|
—
|
|
|
57
|
|
|
—
|
|
|
57
|
|
|||||
Cash, cash equivalents, and restricted cash:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase/(decrease)
|
—
|
|
|
(2,225
|
)
|
|
(261
|
)
|
|
—
|
|
|
(2,486
|
)
|
|||||
Balance at beginning of period
|
—
|
|
|
2,869
|
|
|
1,386
|
|
|
—
|
|
|
4,255
|
|
|||||
Balance at end of period
|
$
|
—
|
|
|
$
|
644
|
|
|
$
|
1,125
|
|
|
$
|
—
|
|
|
$
|
1,769
|
|
|
As Restated
|
||||||||||||||||||
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by/(used for) operating activities
|
$
|
3,096
|
|
|
$
|
4,368
|
|
|
$
|
(1,704
|
)
|
|
$
|
(3,112
|
)
|
|
$
|
2,648
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash receipts on sold receivables
|
—
|
|
|
—
|
|
|
2,589
|
|
|
—
|
|
|
2,589
|
|
|||||
Capital expenditures
|
—
|
|
|
(923
|
)
|
|
(324
|
)
|
|
—
|
|
|
(1,247
|
)
|
|||||
Net proceeds from/(payments on) intercompany lending activities
|
—
|
|
|
690
|
|
|
37
|
|
|
(727
|
)
|
|
—
|
|
|||||
Additional investments in subsidiaries
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
10
|
|
|
—
|
|
|||||
Return of capital
|
9,042
|
|
|
—
|
|
|
—
|
|
|
(9,042
|
)
|
|
—
|
|
|||||
Other investing activities, net
|
—
|
|
|
129
|
|
|
(19
|
)
|
|
—
|
|
|
110
|
|
|||||
Net cash provided by/(used for) investing activities
|
9,042
|
|
|
(114
|
)
|
|
2,283
|
|
|
(9,759
|
)
|
|
1,452
|
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayments of long-term debt
|
—
|
|
|
(72
|
)
|
|
(13
|
)
|
|
—
|
|
|
(85
|
)
|
|||||
Proceeds from issuance of long-term debt
|
—
|
|
|
6,978
|
|
|
3
|
|
|
—
|
|
|
6,981
|
|
|||||
Proceeds from issuance of commercial paper
|
—
|
|
|
6,680
|
|
|
—
|
|
|
—
|
|
|
6,680
|
|
|||||
Repayments of commercial paper
|
—
|
|
|
(6,043
|
)
|
|
—
|
|
|
—
|
|
|
(6,043
|
)
|
|||||
Net proceeds from/(payments on) intercompany borrowing activities
|
—
|
|
|
(37
|
)
|
|
(690
|
)
|
|
727
|
|
|
—
|
|
|||||
Dividends paid-Series A Preferred Stock
|
(180
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(180
|
)
|
|||||
Dividends paid-common stock
|
(3,584
|
)
|
|
(3,764
|
)
|
|
(16
|
)
|
|
3,780
|
|
|
(3,584
|
)
|
|||||
Redemption of Series A Preferred Stock
|
(8,320
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,320
|
)
|
|||||
Other intercompany capital stock transactions
|
—
|
|
|
(8,374
|
)
|
|
10
|
|
|
8,364
|
|
|
—
|
|
|||||
Other financing activities, net
|
(54
|
)
|
|
(5
|
)
|
|
(10
|
)
|
|
—
|
|
|
(69
|
)
|
|||||
Net cash provided by/(used for) financing activities
|
(12,138
|
)
|
|
(4,637
|
)
|
|
(716
|
)
|
|
12,871
|
|
|
(4,620
|
)
|
|||||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
—
|
|
|
—
|
|
|
(137
|
)
|
|
—
|
|
|
(137
|
)
|
|||||
Cash, cash equivalents, and restricted cash:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase/(decrease)
|
—
|
|
|
(383
|
)
|
|
(274
|
)
|
|
—
|
|
|
(657
|
)
|
|||||
Balance at beginning of period
|
—
|
|
|
3,252
|
|
|
1,660
|
|
|
—
|
|
|
4,912
|
|
|||||
Balance at end of period
|
$
|
—
|
|
|
$
|
2,869
|
|
|
$
|
1,386
|
|
|
$
|
—
|
|
|
$
|
4,255
|
|
|
As Previously Reported
|
||||||||||||||||||
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by/(used for) operating activities
|
$
|
3,097
|
|
|
$
|
4,369
|
|
|
$
|
(1,705
|
)
|
|
$
|
(3,112
|
)
|
|
$
|
2,649
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash receipts on sold receivables
|
—
|
|
|
—
|
|
|
2,589
|
|
|
—
|
|
|
2,589
|
|
|||||
Capital expenditures
|
—
|
|
|
(923
|
)
|
|
(324
|
)
|
|
—
|
|
|
(1,247
|
)
|
|||||
Net proceeds from/(payments on) intercompany lending activities
|
—
|
|
|
690
|
|
|
37
|
|
|
(727
|
)
|
|
—
|
|
|||||
Additional investments in subsidiaries
|
55
|
|
|
(10
|
)
|
|
—
|
|
|
(45
|
)
|
|
—
|
|
|||||
Return of capital
|
8,987
|
|
|
—
|
|
|
—
|
|
|
(8,987
|
)
|
|
—
|
|
|||||
Other investing activities, net
|
—
|
|
|
129
|
|
|
(19
|
)
|
|
—
|
|
|
110
|
|
|||||
Net cash provided by/(used for) investing activities
|
9,042
|
|
|
(114
|
)
|
|
2,283
|
|
|
(9,759
|
)
|
|
1,452
|
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayments of long-term debt
|
—
|
|
|
(72
|
)
|
|
(14
|
)
|
|
—
|
|
|
(86
|
)
|
|||||
Proceeds from issuance of long-term debt
|
—
|
|
|
6,978
|
|
|
3
|
|
|
—
|
|
|
6,981
|
|
|||||
Net proceeds from/(payments on) intercompany borrowing activities
|
—
|
|
|
(37
|
)
|
|
(690
|
)
|
|
727
|
|
|
—
|
|
|||||
Proceeds from issuance of commercial paper
|
—
|
|
|
6,680
|
|
|
—
|
|
|
—
|
|
|
6,680
|
|
|||||
Repayments of commercial paper
|
—
|
|
|
(6,043
|
)
|
|
—
|
|
|
—
|
|
|
(6,043
|
)
|
|||||
Dividends paid-Series A Preferred Stock
|
(180
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(180
|
)
|
|||||
Dividends paid-common stock
|
(3,584
|
)
|
|
(3,764
|
)
|
|
(16
|
)
|
|
3,780
|
|
|
(3,584
|
)
|
|||||
Redemption of Series A Preferred Stock
|
(8,320
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,320
|
)
|
|||||
Other intercompany capital stock transactions
|
—
|
|
|
(8,374
|
)
|
|
10
|
|
|
8,364
|
|
|
—
|
|
|||||
Other financing activities, net
|
(55
|
)
|
|
(6
|
)
|
|
(8
|
)
|
|
—
|
|
|
(69
|
)
|
|||||
Net cash provided by/(used for) financing activities
|
(12,139
|
)
|
|
(4,638
|
)
|
|
(715
|
)
|
|
12,871
|
|
|
(4,621
|
)
|
|||||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
—
|
|
|
—
|
|
|
(137
|
)
|
|
—
|
|
|
(137
|
)
|
|||||
Cash, cash equivalents, and restricted cash:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase/(decrease)
|
—
|
|
|
(383
|
)
|
|
(274
|
)
|
|
—
|
|
|
(657
|
)
|
|||||
Balance at beginning of period
|
—
|
|
|
3,252
|
|
|
1,660
|
|
|
—
|
|
|
4,912
|
|
|||||
Balance at end of period
|
$
|
—
|
|
|
$
|
2,869
|
|
|
$
|
1,386
|
|
|
$
|
—
|
|
|
$
|
4,255
|
|
|
December 29, 2018
|
||||||||||||||||||
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
202
|
|
|
$
|
928
|
|
|
$
|
—
|
|
|
$
|
1,130
|
|
Restricted cash included in other current assets
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Restricted cash included in other non-current assets
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|||||
Cash, cash equivalents, and restricted cash
|
$
|
—
|
|
|
$
|
202
|
|
|
$
|
934
|
|
|
$
|
—
|
|
|
$
|
1,136
|
|
|
December 30, 2017
|
||||||||||||||||||
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
509
|
|
|
$
|
1,120
|
|
|
$
|
—
|
|
|
$
|
1,629
|
|
Restricted cash included in other current assets
|
—
|
|
|
135
|
|
|
5
|
|
|
—
|
|
|
140
|
|
|||||
Cash, cash equivalents, and restricted cash
|
$
|
—
|
|
|
$
|
644
|
|
|
$
|
1,125
|
|
|
$
|
—
|
|
|
$
|
1,769
|
|
•
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles;
|
•
|
provide reasonable assurance that receipts and expenditures are being made only in accordance with management and director authorization; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on the consolidated financial statements.
|
•
|
Supplier Contracts and Related Arrangements
: We did not design and maintain effective controls over the accounting for supplier contracts and related arrangements. Specifically, certain employees in our procurement organization engaged in misconduct and circumvented controls that included withholding information or directing others to withhold information related to supplier contracts that affected the accounting for certain supplier rebates, incentives, and pricing arrangements, in an attempt to influence the achievement of internal financial targets that became or were perceived to have become increasingly difficult to attain due to changes in our business environment. Additionally, in certain instances, we did not have a sufficient understanding or maintain sufficient documentation of the transaction to determine the appropriate accounting for certain cost and rebate elements and embedded leases. This material weakness resulted in misstatements that were corrected in the restatement included in this Annual Report on Form 10-K.
|
•
|
Goodwill and Indefinite-lived Intangible Asset Impairment Testing
: We did not design and maintain effective controls to reassess the level of precision used to review the impairment assessments related to goodwill and indefinite-lived intangible assets as changes in our business environment occurred. Specifically, we did not design and maintain effective controls to reassess the level of precision used in the review of the allocation of cash flow projections to certain brands used as a basis for performing our fourth quarter 2018 interim impairment assessments in response to the significant reduction in, and in certain instances elimination of, the excess fair value over carrying amount of certain brands that resulted from changes in our business environment. This material weakness did not result in a misstatement of any previously issued consolidated financial statements.
|
•
|
Personnel Actions—A comprehensive disciplinary plan is in the process of being implemented for all employees found to have engaged in misconduct, including termination, written warnings, and appropriate training depending on the severity of the misconduct.
|
•
|
Performance Targets—We have identified and will be implementing several performance-based target enhancements as follows: (i) implementing checkpoints to evaluate significant changes in the environment that could adversely impact the attainability of management goals and targets; (ii) reassessing and adjusting the overall balance of performance measures provided to employees to help drive challenging but attainable targets; and (iii) enhancing our training and overall communication specific to the Management by Objective (“MBO”) process, including a focus on the process to request relief from previously established MBOs, to help ensure all eligible employees are aware of and understand the overall MBO waiver and relief process; (iv) reinforcing the importance of adherence to established internal controls and company policies and procedures through other formal communications, town hall meetings, and other employee trainings; and (v) reassessing certain employees’ key performance indicators.
|
•
|
Organizational Enhancements—We have identified and are in the process of implementing organizational enhancements as follows: (i) augmenting our procurement finance teams with additional professionals with the appropriate levels of accounting and controls knowledge, experience, and training in the area of supplier contracts and related arrangements; and (ii) realigning reporting lines whereby procurement finance now report directly to the finance organization.
|
•
|
Procurement Practices—We have evaluated our procurement practices and are in the process of implementing improvements to those practices, including: (i) developing more comprehensive contract approval policies and processes; (ii) enhancing required communication protocols among all functions involved in the procurement process (e.g., procurement, legal, accounting, and finance) to ensure all relevant parties are involved in the contract review process; (iii) standardizing contract documentation and analyses; and (iv) developing a more comprehensive accounting review process and monitoring controls over supplier contracts and related arrangements to ensure transactions are recorded in accordance with generally accepted accounting principles.
|
•
|
Training Practices—We are in the process of developing a comprehensive global procurement training program that will cover supplier contracts and related arrangements, including potential accounting implications. As part of this effort, we have held mandatory training for our global procurement function, which focused on our policies and procedures related to procurement, including the proper accounting for the contract terms that contributed to the material weakness.
|
•
|
Procurement Management Software—We have started to evaluate potential solutions to implement or upgrade the existing procurement management software to enhance the identification, tracking, and monitoring of supplier contracts and related arrangements.
|
•
|
Level of Precision Applied to Impairment Testing—We are in the process of implementing a plan to enhance the level of precision at which our internal controls over financial reporting relating to goodwill and indefinite-lived intangible asset impairment assessments are performed. Specifically, we will be implementing and executing additional procedures to (i)
|
Name
|
|
Age
|
|
Director
Since
|
|
Independent
|
|
Audit Committee
|
|
Compensation Committee
|
|
Governance Committee
|
|
Operations & Strategy Committee
|
Gregory E. Abel
|
|
57
|
|
2013
|
|
Yes
|
|
|
|
|
|
|
|
X
|
Alexandre Behring (Chairman)
|
|
52
|
|
2013
|
|
Yes
|
|
|
|
X
|
|
Chair
|
|
X
|
Joao M. Castro-Neves*
|
|
52
|
|
2019
|
|
Yes
|
|
|
|
Chair
|
|
X
|
|
X
|
Tracy Britt Cool
|
|
34
|
|
2013
|
|
Yes
|
|
|
|
X
|
|
|
|
|
John T. Cahill (Vice Chairman)
|
|
62
|
|
2015
|
|
No
|
|
|
|
|
|
|
|
Chair
|
Feroz Dewan
|
|
42
|
|
2016
|
|
Yes
|
|
X
|
|
|
|
|
|
|
Jeanne P. Jackson
|
|
67
|
|
2015
|
|
Yes
|
|
X
|
|
|
|
X
|
|
X
|
Jorge Paulo Lemann
|
|
79
|
|
2013
|
|
Yes
|
|
|
|
X
|
|
X
|
|
|
John C. Pope
|
|
70
|
|
2015
|
|
Yes
|
|
Chair
|
|
X
|
|
X
|
|
|
Alexandre Van Damme**
|
|
57
|
|
2018
|
|
Yes
|
|
|
|
|
|
X
|
|
|
George Zoghbi
|
|
52
|
|
2018
|
|
No
|
|
|
|
|
|
|
|
|
*
|
As previously disclosed, Marcel Hermann Telles decided to retire from the Board. His retirement will become effective on June 12, 2019. The Board elected Mr. Castro-Neves, effective June 12, 2019, and appointed him to the Compensation Committee, the Nominating and Corporate Governance Committee (the “Governance Committee”), and the Operations and Strategy Committee, effective June 12, 2019.
|
**
|
The board appointed Mr. Van Damme to the Governance Committee, effective June 12, 2019.
|
•
|
honest and ethical conduct;
|
•
|
due care, diligence, and loyalty;
|
•
|
confidentiality of our proprietary information;
|
•
|
compliance with applicable laws, rules, and regulations, including insider trading compliance; and
|
•
|
accountability for adherence to the Directors Ethics Code and prompt internal reporting of violations.
|
•
|
our corporate strategy, performance, and annual capital plan, as well as certain individual capital projects;
|
•
|
the impact of external developments and factors, such as any changes in economic and market conditions, competition in the industry, environmental and safety regulations, federal, state and local regulations and technology, on our corporate strategy and its execution;
|
•
|
identification of prospects and opportunities for corporate developments and growth initiatives, including acquisitions, divestitures, joint ventures and strategic alliances; and
|
•
|
implementation of our corporate strategy through corporate developments and growth initiatives, including acquisitions, divestitures, joint ventures and strategic alliances.
|
Compensation Element
(1)
|
|
Fee
($)
|
|
Board Retainer
|
|
110,000
|
|
Chairman Retainer
|
|
250,000
|
|
Audit Committee Chair Retainer
|
|
20,000
|
|
Compensation Committee Chair Retainer
|
|
20,000
|
|
Governance Committee Chair Retainer
|
|
10,000
|
|
Operations and Strategy Committee Chair Retainer
(2)
|
|
20,000
|
|
Stock Grant Value
(3)
|
|
125,000
|
|
(1)
|
If a director serves as Chair of multiple committees, he or she receives fees for only one committee. Therefore, Mr. Behring does not receive a retainer for service as Chair of the Governance Committee.
|
(2)
|
Effective June 5, 2019, the Board established the Operations and Strategy Committee to assist it in overseeing and facilitating the development and implementation of our ongoing operations and corporate strategy. The Operations and Strategy Committee is led by John Cahill, Vice Chairman of the Board.
|
(3)
|
Non-employee directors are awarded Kraft Heinz deferred shares. Although the deferred shares are vested as of the award date, the shares are not distributed until six months following the date the non-employee director ceases to serve on our Board. When dividends are paid on our common stock, we accrue the value of the dividend paid and issue shares equal to the accrued value six months after the director’s departure.
|
Name
(1)
|
|
Fees Earned or
Paid in Cash
(2)
($)
|
|
Stock Awards
(3)
($)
|
|
All Other
Compensation
($)
|
|
Total
($)
|
||||
Gregory E. Abel
|
|
110,054
|
|
|
125,050
|
|
|
—
|
|
|
235,104
|
|
Alexandre Behring
|
|
270,000
|
|
|
125,050
|
|
|
—
|
|
|
395,050
|
|
John T. Cahill
(4)
|
|
110,000
|
|
|
125,050
|
|
|
500,000
|
|
|
735,050
|
|
Tracy Britt Cool
|
|
110,054
|
|
|
125,050
|
|
|
—
|
|
|
235,104
|
|
Feroz Dewan
|
|
110,054
|
|
|
125,050
|
|
|
—
|
|
|
235,104
|
|
Jeanne P. Jackson
|
|
110,000
|
|
|
125,050
|
|
|
—
|
|
|
235,050
|
|
Jorge Paulo Lemann
|
|
110,054
|
|
|
125,050
|
|
|
—
|
|
|
235,104
|
|
Mackey J. McDonald
|
|
34,451
|
|
|
—
|
|
|
—
|
|
|
34,451
|
|
John C. Pope
|
|
130,000
|
|
|
125,050
|
|
|
—
|
|
|
255,050
|
|
Marcel Herrmann Telles
|
|
110,000
|
|
|
125,050
|
|
|
—
|
|
|
235,050
|
|
Alexandre Van Damme
|
|
82,500
|
|
|
125,050
|
|
|
—
|
|
|
207,550
|
|
(1)
|
As noted above, Mr. Zoghbi is an employee of Kraft Heinz. For as long as Mr. Zoghbi continues to serve as a Special Advisor at Kraft Heinz, it is anticipated that he will not receive compensation for his services as a director. For a discussion of Mr. Zoghbi’s compensation arrangement, please see “Compensation Arrangement” in Item 13,
Certain Relationships and Related Transactions, and Director Independence
.
|
(2)
|
Includes all retainer fees paid or deferred in exchange for shares pursuant to the Kraft Heinz Deferred Compensation Plan for Non-Management Directors. Non-employee directors do not receive meeting fees. In addition, Mr. Buffett elected to receive no compensation for his service as a director through the end of his term at the 2018 Annual Meeting.
|
(3)
|
The amounts shown in this column represent the full grant date fair value of the deferred stock awards granted in 2018, excluding any retainer fees deferred in exchange for shares, as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 based on the closing price of Kraft Heinz shares on the grant date ($57.68 on April 23, 2018). The following table shows the aggregate number of stock options held by non-employee directors as of December 29, 2018:
|
|
Name
|
|
Vested Stock Options
|
|
|
Gregory E. Abel
|
|
22,166
|
|
|
Alexandre Behring
|
|
44,333
|
|
|
John T. Cahill
|
|
633,017
|
|
|
Tracy Britt Cool
|
|
22,166
|
|
|
Jorge Paulo Lemann
|
|
22,166
|
|
|
Marcel Herrmann Telles
|
|
22,166
|
|
(4)
|
Mr. Cahill provides advisory and consulting services to Kraft Heinz related to current and historical finances, relationships with licensors, customers, and vendors, employee matters, product development, marketing and distribution, government affairs, and strategic opportunities. These services are provided pursuant to a consulting agreement entered into between Mr. Cahill and the Company in November 2017. Previously, these services were provided pursuant to an arrangement entered into following the 2015 Merger. Mr. Cahill’s services under the consulting agreement are distinct and separate from his duties as a director. Payments to Mr. Cahill under the consulting agreement are disclosed in the “All Other Compensation” column. For a discussion of the advisory and consulting services provided by Mr. Cahill to Kraft Heinz, please see “Consulting Agreement” in Item 13,
Certain Relationships and Related Transactions, and Director Independence
.
|
Name
|
|
Title
|
Bernardo Hees
|
|
Chief Executive Officer
|
David Knopf
|
|
Executive Vice President and Chief Financial Officer
|
Paulo Basilio
|
|
Zone President of U.S.
|
Rafael Oliveira
|
|
Zone President of EMEA
|
Rashida La Lande
|
|
Senior Vice President, Global General Counsel and Head of CSR and Government Affairs; Corporate Secretary
|
•
|
Rewarding superior financial and operational performance;
|
•
|
Placing a significant portion of compensation at risk if performance goals are not achieved;
|
•
|
Aligning the interests of the NEOs with those of our stockholders; and
|
•
|
Enabling us to attract, retain, and motivate top talent.
|
Element
|
|
Description
|
|
Primary Objectives
|
Base Salary
|
|
Ongoing cash compensation based on the executive officer’s role and responsibilities, individual job performance, and experience.
|
|
•
Recruitment and retention
|
Annual Cash Incentive (Performance Bonus Plan)
|
|
Annual incentive with target award amounts for each executive officer. Actual cash payouts are linked to achievement of annual Company goals and individual performance. For fiscal year 2018, payouts could range from 0%-130% of target depending on the relevant metric.
|
|
•
Drive top-tier performance
•
Incentivize and reward
|
Stock Options
|
|
Stock option awards that cliff vest after five years.
|
|
•
Drive top-tier performance
•
Align with stockholders’ interests
•
Link realized value entirely to stock price appreciation
•
Retention
|
Restricted Stock Units (“RSUs”)
|
|
RSUs that cliff vest after five years may be awarded pursuant to our annual Bonus Swap Program or individual agreements or separate grants with additional conditions.
|
|
•
Drive top-tier performance
•
Align with stockholders’ interests
•
Retention
|
Performance Share Units (“PSUs”)
|
|
Awards that are linked to achievement of multi-year profitability goals. The PSUs pay out in Kraft Heinz common stock after five years, depending on the achievement of the performance objectives and subject to the satisfaction of certain conditions.
|
|
•
Drive top-tier performance
•
Align with stockholders’ interests
•
Long-term value creation
•
Retention
|
Name
|
|
Base Salary
($)
|
|
Mr. Hees
|
|
1,000,000
|
|
Mr. Knopf
|
|
500,000
|
|
Mr. Basilio
|
|
750,000
|
|
Mr. Oliveira
(1)
|
|
560,101
|
|
Ms. La Lande
(2)
|
|
650,000
|
|
(1)
|
Mr. Oliveira’s base salary is paid in British pounds. The amount shown in the table above is based on the following 12-month average exchange rate of 0.7499 USD/GBP. Mr. Oliveira’s base salary was increased effective January 1, 2018 in connection with the Committee’s annual base salary review process.
|
(2)
|
Ms. La Lande was hired on January 22, 2018.
|
Performance Metric
*
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Actual
|
|
% of Target
|
|||||
Global Adjusted Net Income Performance
(1)
|
|
(3.5
|
)%
|
|
3.4
|
%
|
|
10.2
|
%
|
|
(3.0
|
)%
|
|
62
|
%
|
U.S. Segment Adjusted EBITDA Performance
|
|
(6.4
|
)%
|
|
(3.0
|
)%
|
|
0.4
|
%
|
|
(11.5
|
)%
|
|
—
|
%
|
U.S. NSV Performance
|
|
(0.9
|
)%
|
|
0.2
|
%
|
|
N/A
|
|
|
(0.6
|
)%
|
|
75
|
%
|
EMEA Segment Adjusted EBITDA Performance
(2)
|
|
8.1
|
%
|
|
12.3
|
%
|
|
16.4
|
%
|
|
2.2
|
%
|
|
60
|
%
|
EMEA NSV Performance
|
|
1.1
|
%
|
|
3.3
|
%
|
|
N/A
|
|
|
2.6
|
%
|
|
90
|
%
|
(1)
|
When the Committee certified the achievement of performance with respect to Adjusted Net Income performance, fiscal year 2018 consolidated financial statements were still being prepared. Given the immateriality of any anticipated adjustments, the Committee certified and approved performance at a maximum level of 64%, subject to downward adjustment in management’s discretion based on the preparation of the 2018 consolidated financial statements.
|
(2)
|
When the Committee certified performance with respect to EMEA Segment Adjusted EBITDA performance, the Committee certified and approved performance at an amount excluding the impact of the Middle East and Africa (“MEA”) due to one-off inventory amounts related to previous years when MEA was a part of a different operating segment than EMEA.
|
|
Calculated Net Bonus
|
x
|
Swap Election %
|
=
|
# of Investment Shares
|
|
|
Nasdaq Closing Price
|
|
Name
|
|
Conversion Amount
($)
|
|
Investment Shares
(#)
|
|
2017 Bonus Matching
RSUs granted in 2018
(#)
|
Mr. Oliveira
|
|
121,807
|
|
1,821
|
|
6,622
|
Role
|
|
Minimum Ownership
|
CEO
|
|
5x Base Salary
|
Other Named Executive Officers
|
|
3x Base Salary
|
Name and
Principal Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock Awards
(2)(3)
($)
|
|
Option Awards
(4)
($)
|
|
Non-Equity Incentive Plan Compensation
(5)
($)
|
|
Change in Pension Value and Non-qualified Deferred Compensation Earnings
($)
|
|
All Other Compensation
(6)
($) |
|
Total Compensation
($)
|
|
Total Compensation as Adjusted from SEC Rules
(7)
($)
|
|||||||||
Bernardo Hees,
Chief Executive Officer
(1)
|
|
2018
|
|
1,000,000
|
|
|
—
|
|
|
25,483,713
|
|
|
—
|
|
|
1,060,000
|
|
|
—
|
|
|
149,136
|
|
|
27,692,849
|
|
|
1,149,136
|
|
|
|
2017
|
|
1,000,000
|
|
|
—
|
|
|
2,730,557
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
463,622
|
|
|
4,194,179
|
|
|
4,194,196
|
|
|
|
2016
|
|
1,000,000
|
|
|
—
|
|
|
1,449,990
|
|
|
—
|
|
|
2,730,574
|
|
|
—
|
|
|
92,027
|
|
|
5,272,591
|
|
|
2,542,027
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
David Knopf,
EVP and Chief Financial Officer
|
|
2018
|
|
500,000
|
|
|
—
|
|
|
5,946,213
|
|
|
497,835
|
|
|
500,000
|
|
|
—
|
|
|
28,177
|
|
|
7,472,225
|
|
|
528,176
|
|
|
|
2017
|
|
288,461
|
|
|
—
|
|
|
2,833,532
|
|
|
327,515
|
|
|
—
|
|
|
—
|
|
|
27,714
|
|
|
3,477,222
|
|
|
562,066
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Paulo Basilio,
Zone President of U.S.
|
|
2018
|
|
750,000
|
|
|
—
|
|
|
16,989,123
|
|
|
—
|
|
|
1,023,000
|
|
|
—
|
|
|
83,699
|
|
|
18,845,822
|
|
|
833,699
|
|
|
|
2017
|
|
623,077
|
|
|
—
|
|
|
1,499,909
|
|
|
—
|
|
|
|
|
—
|
|
|
79,840
|
|
|
2,202,826
|
|
|
2,202,917
|
|
|
|
|
2016
|
|
600,000
|
|
|
—
|
|
|
599,924
|
|
|
—
|
|
|
1,500,000
|
|
|
—
|
|
|
48,656
|
|
|
2,748,580
|
|
|
1,248,656
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Rafael Oliveira,
Zone President of EMEA
(8)
|
|
2018
|
|
560,101
|
|
|
—
|
|
|
8,937,536
|
|
|
|
|
733,854
|
|
|
—
|
|
|
101,918
|
|
|
10,333,408
|
|
|
1,074,047
|
|
|
|
|
2017
|
|
450,657
|
|
|
—
|
|
|
303,273
|
|
|
409,397
|
|
|
412,029
|
|
|
—
|
|
|
166,835
|
|
|
1,742,191
|
|
|
919,726
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Rashida La Lande, SVP, Global General Counsel & Head of CSR and Government Affairs; Corporate Secretary
|
|
2018
|
|
612,500
|
|
|
1,000,000
|
|
|
2,973,163
|
|
|
580,808
|
|
|
543,000
|
|
|
—
|
|
|
86,910
|
|
|
5,796,381
|
|
|
1,699,410
|
|
(1)
|
On April 22, 2019, we announced that Mr. Hees would leave Kraft Heinz in 2019. Mr. Hees forfeited the PSU and RSU awards granted in 2018 (aggregate grant date fair value of $25,483,713) due to the performance of the business and his decision to leave the company, respectively. Therefore, the Total Compensation as Adjusted from SEC Rules paid to Mr. Hees in 2018 was $1,149,136.
|
(2)
|
The amounts shown in this column include the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of (i) Matching RSUs, (ii) PSUs, and (iii) RSUs granted to the NEOs.
As of December 29, 2018, due to the performance of our business, the expected payout of the PSUs was determined to be zero.
For a discussion of the assumptions made in the valuation of the awards in this column, see Note 12,
Employees’ Stock Incentive Plans
, in Item 8,
Financial Statements and Supplementary Data
. Under our Bonus Swap Program, the Matching RSUs for the NEOs were calculated as the product of the calculated gross bonus and the swap election percentage, divided by the closing price reported on the Nasdaq on the date of purchase. For a discussion of the terms applicable to the Matching RSUs, PSUs, and RSUs as well as vesting, forfeiture, and other terms, see “Elements of Compensation Program” in the CD&A.
|
(3)
|
As of December 29, 2018, due to the performance of our business, the expected payout of the PSUs was determined to be zero.
For Mr. Hees, the grant date fair value of the PSU award on March 1, 2018 was $17,838,582. For Mr. Knopf, the grant date fair value of the PSU award on March 1, 2018 was $4,162,349. For Mr. Basilio, the grant date fair value of the PSU award on March 1, 2018 was $11,892,369. For Mr. Oliveira, the grant date fair value of the PSU award on March 1, 2018 was $5,946,213. For Ms. La Lande, the grant date fair value of the PSU award on March 1, 2018 was $1,486,582. The grant date fair value for the PSU award granted on March 1, 2018 was $56.82.
|
(4)
|
Amounts shown in this column represent the aggregate grant date fair value of discretionary option awards granted to the NEOs. The values of the stock option awards are equal to their grant date fair value as computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions made in the valuation of the stock option awards in this column, see Note 12,
Employees’ Stock Incentive Plans
, in Item 8,
Financial Statements and Supplementary Data
.
|
(5)
|
Amounts reported in this column reflect compensation earned for 2018 performance under our PBP. As discussed in the CD&A and consistent with our pay for performance philosophy, due to the difficult operating environment in 2018 and the Company’s financial performance, Messrs. Hees, Knopf, and Basilio asked to forfeit their rights to the amounts payable pursuant to the PBP with respect to fiscal year 2018 and the Committee approved their forfeitures. The bonuses were paid in cash to each other NEO after the end of 2018.
|
(6)
|
For Mr. Hees, represents dividend equivalents that accrued on Matching RSUs ($128,176), a matching contribution to the Kraft Heinz 401(k), and basic life insurance coverage. For Mr. Knopf, represents a matching contribution to the Kraft Heinz 401(k), dividend equivalents that accrued on Matching RSUs, and basic life insurance coverage. For Mr. Basilio, represents dividend equivalents that accrued on Matching RSUs ($63,609), a matching contribution to the Kraft Heinz 401(k), and basic life insurance coverage. For Mr. Oliveira, represents dividend equivalents that accrued on Matching RSUs ($42,298), tax support, and a matching contribution to the UK contribution scheme. For Ms. La Lande, represents payment for relocation expenses ($66,664), a matching contribution to the Kraft Heinz 401(k), and basic life insurance coverage.
|
(7)
|
To supplement the SEC-required disclosure in the other columns of the 2018 Summary Compensation Table, we have included this additional column, which shows “Total Compensation as Adjusted from SEC Rules” representing the portion of the “Total Compensation” available to each NEO in each of the years shown. We are presenting this supplemental column to show how the Committee views the NEOs’ compensation for each of the years shown. The “Total Compensation” column as calculated under SEC rules includes several items that are not necessarily reflective of compensation available to the NEOs in a particular year. Amounts reported in the “Total Compensation as Adjusted from SEC Rules” column differ substantially from the amounts determined under SEC rules as reported in the “Total Compensation” column. “Total Compensation as Adjusted from SEC Rules” is not a substitute for “Total Compensation.” “Total Compensation as Adjusted from SEC Rules” represents: (1) “Total Compensation,” as calculated under applicable SEC rules, minus (2) the aggregate grant date fair value of equity awards (as reflected in the “Stock Awards” and “Option Awards” columns), and plus (3) the value realized from any exercise of stock options and the vesting of RSUs or PSUs before payment of any applicable withholding taxes and brokerage commissions (as reflected in the Option Exercises and Stock Vested tables of the proxy statements for the respective years), including the value realized from the payment of any dividend equivalents. In addition, “Total Compensation as Adjusted from SEC Rules” reflects any bonus paid in each of the years shown, whereas the “Total Compensation” column calculated pursuant to the SEC rules reflects any bonus earned for the applicable years (regardless of when paid and not taking into account any subsequent forfeitures thereof).
|
(8)
|
Foreign currency conversion based on daily average for calendar year 2018. Mr. Oliveira’s base salary is paid in British pounds. The amounts shown in the table above are based on the following 12-month average exchange rate: British pounds (.7499 USD/GBP).
|
|
|
|
|
|
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards |
|
Estimated Future Payouts Under Equity Incentive Plan Awards
(4)
|
|
All Other Stock Awards: Number of Shares of Stock or Units
(#)
|
|
All Other Option Awards: Number of Securities Under lying Options
(#)
|
|
Exercise Price of Option Awards
($/Share)
|
|
Grant Date Fair Value of Stock and Option Awards
($)
|
||||||||||||||||||
Name
|
|
Grant Date
(3)
|
|
Grant
Type
|
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
Threshold
(#)
|
|
Target
(#)
|
|
Maximum
(#)
|
|
|||||||||||||||||
Mr. Hees
|
|
|
|
PBP
(1)
|
|
900,000
|
|
|
2,700,000
|
|
|
3,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
3/1/18
|
|
RSUs
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
134,550
|
|
|
|
|
|
|
7,645,131
|
|
||||||||
|
|
3/1/18
|
|
PSUs
(5)
|
|
|
|
|
|
|
|
251,159
|
|
|
313,949
|
|
|
376,739
|
|
|
|
|
|
|
|
|
17,838,582
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Mr. Knopf
|
|
|
|
PBP
(1)
|
|
262,500
|
|
|
787,500
|
|
|
875,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
3/1/18
|
|
RSUs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,395
|
|
|
|
|
|
|
1,783,864
|
|
||||||||
|
|
3/1/18
|
|
PSUs
(5)
|
|
|
|
|
|
|
|
58,604
|
|
|
73,255
|
|
|
87,906
|
|
|
|
|
|
|
|
|
4,162,349
|
|
||||||
|
|
3/1/18
|
|
Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,850
|
|
|
66.89
|
|
|
497,835
|
|
|||||||
Mr. Basilio
|
|
|
|
PBP
(3)
|
|
562,500
|
|
|
1,687,500
|
|
|
1,875,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
3/1/18
|
|
RSUs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
89,700
|
|
|
|
|
|
|
5,096,754
|
|
||||||||
|
|
3/1/18
|
|
PSUs
(5)
|
|
|
|
|
|
|
|
167,439
|
|
|
209,299
|
|
|
251,159
|
|
|
|
|
|
|
|
|
11,892,369
|
|
||||||
Mr. Oliveira
|
|
|
|
PBP
(4)
|
|
319,783
|
|
|
950,772
|
|
|
1,031,636
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
3/1/18
|
|
Matching
RSUs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,622
|
|
|
|
|
|
|
442,946
|
|
||||||||
|
|
3/1/18
|
|
RSUs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,850
|
|
|
|
|
|
|
2,548,377
|
|
||||||||
|
|
3/1/18
|
|
PSUs
(5)
|
|
|
|
|
|
|
|
83,720
|
|
|
104,650
|
|
|
125,580
|
|
|
|
|
|
|
|
|
5,946,213
|
|
||||||
Ms. La Lande
|
|
|
|
PBP
(1)
|
|
275,625
|
|
|
826,875
|
|
|
918,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
3/1/18
|
|
RSUs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,163
|
|
|
|
|
|
|
1,486,582
|
|
||||||||
|
|
3/1/18
|
|
PSUs
(5)
|
|
|
|
|
|
|
|
20,930
|
|
|
26,163
|
|
|
31,396
|
|
|
|
|
|
|
|
|
1,486,582
|
|
||||||
|
|
3/1/18
|
|
Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52,325
|
|
|
66.89
|
|
|
580,808
|
|
(1)
|
For Messrs. Hees and Knopf and Ms. La Lande, the PBP is based on global change in Adjusted Net Income and has a Threshold assumption of 60% and Maximum assumption of 100%. Threshold amounts also assume a minimum individual MBO Score of 50%, while Target and Maximum amounts assume an individual MBO Score of 100%. The actual payment would be based on achievement of individual and financial performance goals. Annual incentive award payments, to the extent not forfeited, were made in cash to each NEO after the end of 2018 based on actual results achieved. Actual amounts earned are reflected in the Summary Compensation Table under Non-Equity Incentive Plan Compensation.
|
(2)
|
On April 22, 2019, we announced that Mr. Hees would leave Kraft Heinz in 2019. As a result of his departure, Mr. Hees will forfeit the RSU award granted in 2018.
|
(3)
|
For Mr. Basilio, the US Zone PBP is based 75% on change in U.S. NSV and 25% on change in U.S. Segment Adjusted EBITDA and has a Threshold assumption of 60%, and Maximum assumption of 90% for NSV change and 130% for Segment Adjusted EBITDA change. Threshold amounts also assume an individual MBO Score of 50%, while Target and Maximum amounts assume an individual MBO Score of 100%. Mr. Basilio’s actual payment is based on achievement of individual goals and would receive a weighting on financial performance split by 70% of the US Zone metrics plus 30% of the global metrics. Annual incentive award payments, to the extent not forfeited, were made in cash to each NEO after the end of 2018 based on actual results achieved. Actual amounts earned are reflected in the Summary Compensation Table under Non-Equity Incentive Plan Compensation.
|
(4)
|
For Mr. Oliveira, the EMEA Zone PBP is based 75% on change in EMEA NSV and 25% on change in EMEA Segment Adjusted EBITDA and has a Threshold assumption of 70% for NSV change and 60% for Segment Adjusted EBITDA change, and Maximum assumption of 100% for NSV change and 130% for Segment Adjusted EBITDA change. Threshold amounts also assume an individual MBO Score of 50%, while Target and Maximum amounts assume an individual MBO Score of 100%. Mr. Oliveira’s actual payment is based on achievement of individual goals and will receive a weighting on financial performance split by 70% of the EMEA Zone metrics plus 30% of the global metrics. Annual incentive award payments, to the extent not forfeited, were made in cash to each NEO after the end of 2018 based on actual results achieved. Actual amounts earned are reflected in the Summary Compensation Table under Non-Equity Incentive Plan Compensation.
|
(5)
|
The PSUs granted on March 1, 2018 were granted under the 2016 Omnibus Incentive Plan. The target number of shares shown in the table reflects the number of shares of common stock that will be earned if each of the performance metrics are achieved at target levels by the end of 2020. If 80% of the performance metrics are not achieved by the end of 2020, the target and threshold opportunities roll over to 2021 with a 20 percentage point payout penalty. Actual shares awarded will vest on March 1, 2023 provided the awardee also meets certain requirements. Dividends are not earned on the PSUs.
As of December 29, 2018, due to the performance of our business, the expected payout of the PSUs was determined to be zero.
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|||||||||||||
Name
|
|
Grant Date
|
|
Grant Type
|
|
Number
of Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
|
Number
of Securities
Underlying
Unexercised
Options
Unexercisable
(#)
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Number of
Shares
or
Units of
Stock
That
Have
Not
Vested
(#)
|
|
Market
Value
of
Shares
or
Units of
Stock
That
Have
Not
Vested
(2)
($)
|
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)
|
|
Equity Incentive
Plan Awards:
Market or
Payout
Value of Unearned Shares,
Units or Other
Rights That Have Not Vested
(2)
($)
|
|
|
Mr. Hees
|
|
3/1/18
|
|
RSUs
|
|
|
|
|
|
|
|
|
|
134,550
|
(12)
|
5,862,344
|
(14)
|
|
|
|
|
|
|
|
3/1/18
|
|
PSUs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
251,159
|
(13)
|
10,943,006
|
(13)
|
|
|
|
3/1/17
|
|
RSU-match
|
|
|
|
|
|
|
|
|
|
32,118
|
(1)
|
1,399,381
|
|
|
|
|
|
|
|
|
3/1/16
|
|
RSU-match
|
|
|
|
|
|
|
|
|
|
20,638
|
(1)
|
899,198
|
|
|
|
|
|
|
|
|
8/20/15
|
|
Stock Options
|
|
|
|
202,021
|
|
(3)
|
74.25
|
|
8/20/25
|
|
|
|
|
|
|
|
|
|
|
|
2/12/15
|
|
Option-match
|
|
|
|
71,819
|
|
(4)
|
30.46
|
|
2/12/25
|
|
|
|
|
|
|
|
|
|
|
|
2/14/14
|
|
Option-match
|
|
|
|
98,951
|
|
(5)
|
22.56
|
|
2/14/24
|
|
|
|
|
|
|
|
|
|
|
|
7/1/13
|
|
Stock Options
|
|
1,329,996
|
(6)
|
|
|
22.56
|
|
7/1/23
|
|
|
|
|
|
|
|
|
|
|
Mr. Knopf
|
|
3/1/18
|
|
RSUs
|
|
|
|
|
|
|
|
|
|
31,395
|
(12)
|
1,367,880
|
|
|
|
|
|
|
|
|
3/1/18
|
|
PSUs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58,604
|
(13)
|
2,553,376
|
|
|
|
|
3/1/18
|
|
Stock Options
|
|
|
|
44,850
|
|
(11)
|
66.89
|
|
3/1/28
|
|
|
|
|
|
|
|
|
|
|
|
3/1/17
|
|
RSU-match
|
|
|
|
|
|
|
|
|
|
2,530
|
(1)
|
110,232
|
|
|
|
|
|
|
|
|
3/1/17
|
|
Stock Options
|
|
|
|
21,875
|
|
(7)
|
91.43
|
|
3/1/27
|
|
|
|
|
|
|
|
|
|
|
|
3/1/17
|
|
PSUs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,687
|
(8)
|
857,771
|
|
|
|
|
3/1/16
|
|
RSU-match
|
|
|
|
|
|
|
|
|
|
967
|
(1)
|
42,132
|
|
|
|
|
|
|
|
|
8/20/15
|
|
Stock Options
|
|
|
|
67,341
|
|
(3)
|
74.25
|
|
8/20/25
|
|
|
|
|
|
|
|
|
|
Mr. Basilio
|
|
3/1/18
|
|
RSUs
|
|
|
|
|
|
|
|
|
|
89,700
|
(12)
|
3,908,229
|
|
|
|
|
|
|
|
|
3/1/18
|
|
PSUs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
167,439
|
(13)
|
7,295,326
|
|
|
|
|
3/1/17
|
|
RSU-match
|
|
|
|
|
|
|
|
|
|
17,643
|
(1)
|
768,706
|
|
|
|
|
|
|
|
|
3/1/16
|
|
RSU-match
|
|
|
|
|
|
|
|
|
|
8,539
|
(1)
|
372,044
|
|
|
|
|
|
|
|
|
8/20/15
|
|
Stock Options
|
|
|
|
134,681
|
|
(3)
|
74.25
|
|
8/20/25
|
|
|
|
|
|
|
|
|
|
|
|
2/12/15
|
|
Option-match
|
|
|
|
41,377
|
|
(4)
|
30.46
|
|
2/12/25
|
|
|
|
|
|
|
|
|
|
|
|
2/14/14
|
|
Option-match
|
|
|
|
38,257
|
|
(5)
|
22.56
|
|
2/14/24
|
|
|
|
|
|
|
|
|
|
|
|
7/1/13
|
|
Stock Options
|
|
531,998
|
(6)
|
|
|
22.56
|
|
7/1/23
|
|
|
|
|
|
|
|
|
|
Mr. Oliveira
|
|
3/1/18
|
|
RSUs
|
|
|
|
|
|
|
|
|
|
44,850
|
(12)
|
1,954,115
|
|
|
|
|
|
|
|
|
3/1/18
|
|
PSUs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
83,720
|
(13)
|
3,647,680
|
|
|
|
|
3/1/18
|
|
RSU-match
|
|
|
|
|
|
|
|
|
|
6,920
|
(1)
|
301,504
|
|
|
|
|
|
|
|
|
3/1/17
|
|
RSU-match
|
|
|
|
|
|
|
|
|
|
3,567
|
(1)
|
155,414
|
|
|
|
|
|
|
|
|
3/1/17
|
|
Stock Options
|
|
|
|
27,344
|
|
(7)
|
91.43
|
|
3/1/27
|
|
|
|
|
|
|
|
|
|
|
|
3/1/16
|
|
RSU-match
|
|
|
|
|
|
|
|
|
|
6,923
|
(1)
|
301,635
|
|
|
|
|
|
|
|
|
3/1/16
|
|
Stock Options
|
|
|
|
32,192
|
|
(9)
|
77.66
|
|
3/1/26
|
|
|
|
|
|
|
|
|
|
|
|
2/12/15
|
|
Option-match
|
|
|
|
4,492
|
|
(4)
|
30.46
|
|
2/12/25
|
|
|
|
|
|
|
|
|
|
|
|
2/12/15
|
|
Stock Options
|
|
|
|
16,419
|
|
(4)
|
30.46
|
|
2/12/25
|
|
|
|
|
|
|
|
|
|
|
|
5/21/14
|
|
Stock Options
|
|
|
|
110,833
|
|
(10)
|
22.56
|
|
5/21/24
|
|
|
|
|
|
|
|
|
|
Ms. La Lande
|
|
3/1/18
|
|
RSUs
|
|
|
|
|
|
|
|
|
|
26,163
|
(12)
|
1,139,922
|
|
|
|
|
|
|
|
|
3/1/18
|
|
PSUs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,930
|
(13)
|
911,938
|
|
|
|
|
3/1/18
|
|
Stock Options
|
|
|
|
52,325
|
|
(11)
|
66.89
|
|
3/1/28
|
|
|
|
|
|
|
|
|
|
(1)
|
For all Matching RSUs, this total includes dividends that are reinvested at the dividend payment date in additional RSUs that are subject to the same restrictions as the original grant. The Matching RSUs granted on March 1, 2016, March 1, 2017, and March 1, 2018 are scheduled to vest on the fifth anniversary of the grant date.
|
(2)
|
The market value of the shares that have not vested is based on the closing price of $43.57 for Kraft Heinz common stock on December 28, 2018, the last trading day of our fiscal year, as reported on Nasdaq.
|
(3)
|
100% of these awards are scheduled to vest on August 20, 2020.
|
(4)
|
100% of these awards are scheduled to vest on February 12, 2020. Options and exercise price reflect the conversion in connection with the 2015 Merger.
|
(5)
|
100% of these awards vested on February 14, 2019, and they are scheduled to expire on February 14, 2024. Options and exercise price reflect the conversion in connection with the 2015 Merger.
|
(6)
|
100% of these awards vested on July 1, 2018, and they are scheduled to expire on July 1, 2023. Options and exercise price reflect the conversion in connection with the 2015 Merger.
|
(7)
|
100% of the award is scheduled to vest on March 1, 2022.
|
(8)
|
As of December 29, 2018, due to the performance of our business, the expected payout of the PSUs was determined to be zero.
The shares reported in this row represent potentially issuable shares under the PSU award granted on March 1, 2017, which cliff vest on March 1, 2022. The PSUs represent the right to receive a variable number of Kraft Heinz shares based on Kraft Heinz’s actual performance during a define performance period. If 80% of the performance target is achieved in 2019, the participant will receive 70% of the underlying shares. If 80% of the performance target is achieved in 2020, participant will receive 65% of the underlying shares and if 80% of the performance target is achieved in 2021, the participant will receive 60% of the underlying shares. The number of shares reported in this row is based on threshold performance. Dividend equivalents do not accrue on the PSUs. If the participant is terminated prior to March 1, 2020, he or she will forfeit the entire award. The PSUs will vest as earned on March 1, 2022.
|
(9)
|
100% of the award is scheduled to vest on March 1, 2021.
|
(10)
|
100% of the award is scheduled to vest on May 21, 2019. Options and exercise price reflect the conversion in connection with the 2015 Merger.
|
(11)
|
100% of these awards are scheduled to vest on March 1, 2023.
|
(12)
|
100% of these awards are scheduled to vest on March 1, 2023, and the RSU awards are not dividend eligible.
|
(13)
|
As of December 29, 2018, due to the performance of our business, the expected payout of the PSUs was determined to be zero.
The shares reported in these rows represent potentially issuable shares under the PSU award granted on March 1, 2018, which cliff vest on March 1, 2023. The PSUs represent the right, to the extent not forfeited, to receive a variable number of Kraft Heinz shares based on Kraft Heinz’s actual performance during a defined performance period. If the threshold of the performance target is achieved by the end of 2020, the participant will receive 80% of the underlying shares. If the threshold for the performance target is not achieved by the end of 2020, the target and threshold opportunities roll over to 2021 with a 20 percentage point payout penalty. The number of shares reported in these rows is based on threshold performance. Dividend equivalents do not accrue on the PSUs. If the participant is terminated prior to March 1, 2021, he or she will forfeit the entire award. The PSUs will vest as earned on March 1, 2023 provided the awardee also meets certain requirements.
|
(14)
|
On April 22, 2019, we announced that Mr. Hees would leave Kraft Heinz in 2019. As a result of his departure, Mr. Hees will forfeit the RSU award granted in 2018.
|
|
|
Option Awards
|
|
Stock Awards
|
||||
|
|
Number of Shares Acquired on Exercise
|
|
Value Realized on Exercise
|
|
Number of Shares Acquired on Vesting
|
|
Value Realized on Vesting
|
Name
|
(#)
|
|
($)
|
|
(#)
|
|
($)
|
|
Mr. Hees
|
|
—
|
|
—
|
|
—
|
|
—
|
Mr. Knopf
|
|
—
|
|
—
|
|
—
|
|
—
|
Mr. Basilio
|
|
—
|
|
—
|
|
—
|
|
—
|
Mr. Oliveira
|
|
—
|
|
—
|
|
—
|
|
—
|
Ms. La Lande
|
|
—
|
|
—
|
|
—
|
|
—
|
Name
|
|
Element
|
|
Involuntary Termination Without
Cause
(1)
or Termination Upon Change in Control
($)
|
|
Other Types of
Separations
(2)
($)
|
||
Mr. Hees
(3)
|
|
|
|
|
|
|
||
|
|
Salary
|
|
1,000,000
|
|
|
—
|
|
|
|
Bonus
(5)
|
|
—
|
|
|
1,060,000
|
|
|
|
Intrinsic Value of Accelerated Equity
(3)
|
|
2,587,776
|
|
|
2,587,776
|
|
|
|
Health & Welfare Benefits
(4)
|
|
14,586
|
|
|
—
|
|
|
|
Outplacement
|
|
3,200
|
|
|
—
|
|
|
|
Total
|
|
3,605,562
|
|
|
3,647,776
|
|
Mr. Knopf
|
|
|
|
|
|
|
||
|
|
Salary
|
|
500,000
|
|
|
—
|
|
|
|
Bonus
|
|
—
|
|
|
500,000
|
|
|
|
Intrinsic Value of Accelerated Equity
(3)
|
|
16,853
|
|
|
16,853
|
|
|
|
Health & Welfare Benefits
(4)
|
|
14,258
|
|
|
—
|
|
|
|
Outplacement
|
|
3,200
|
|
|
—
|
|
|
|
Total
|
|
534,311
|
|
|
516,853
|
|
Mr. Basilio
|
|
|
|
|
|
|
||
|
|
Salary
|
|
750,000
|
|
|
—
|
|
|
|
Bonus
|
|
—
|
|
|
1,023,000
|
|
|
|
Intrinsic Value of Accelerated Equity
(3)
|
|
1,117,313
|
|
|
1,117,313
|
|
|
|
Health & Welfare Benefits
(4)
|
|
14,586
|
|
|
—
|
|
|
|
Outplacement
|
|
3,200
|
|
|
—
|
|
|
|
Total
|
|
1,885,099
|
|
|
2,140,313
|
|
Mr. Oliveira
|
|
|
|
|
|
|
||
|
|
Salary
|
|
560,101
|
|
|
—
|
|
|
|
Bonus
|
|
—
|
|
|
733,854
|
|
|
|
Intrinsic Value of Accelerated Equity
(3)
|
|
2,148,021
|
|
|
2,148,021
|
|
|
|
Health & Welfare Benefits
(4)
|
|
2,556
|
|
|
—
|
|
|
|
Outplacement
|
|
3,193
|
|
|
—
|
|
|
|
Total
|
|
2,713,871
|
|
|
2,881,875
|
|
Ms. La Lande
|
|
|
|
|
|
|
||
|
|
Salary
|
|
650,000
|
|
|
—
|
|
|
|
Bonus
|
|
—
|
|
|
543,000
|
|
|
|
Intrinsic Value of Accelerated Equity
(3)
|
|
—
|
|
|
—
|
|
|
|
Health & Welfare Benefits
(4)
|
|
14,586
|
|
|
—
|
|
|
|
Outplacement
|
|
3,200
|
|
|
—
|
|
|
|
Total
|
|
667,786
|
|
|
543,000
|
|
(1)
|
No enhanced severance is provided on a termination in connection with a change in control. Kraft Heinz does not have a specified Change in Control Plan for executives, and treatment is determined by the plan agreements and local regulations applicable to each employee. Our Severance Pay Plan generally provides for 12 months of base salary with a signed release of claims. The Severance Pay Plan would also include Company-paid COBRA for U.S.-based employees for the severance period and outplacement services.
|
(2)
|
Relates to termination due to death, disability, or normal retirement.
|
(3)
|
As of the last day of 2018, in the event of a termination without cause or due to retirement, death, or disability, stock options vest as if 20% of the options vested on each annual anniversary date of the specific grant. Amounts reflect the intrinsic value of shares underlying options that would vest, calculated as the difference between $43.57, the closing price of Kraft Heinz common stock on December 28, 2018 (the last trading day of our fiscal year, as reported on Nasdaq), and the exercise price of the options. Amounts also include the vesting of Matching RSUs granted in 2016 at a pro rata rate of 20% of the RSUs as if they vested on each annual anniversary date of the grant. The 2017 Matching RSUs and 2018 RSUs and Matching RSUs are not presented in this table because no pro rata vesting would occur if such event occurs prior to the second anniversary of the grant.
|
(4)
|
Amount reflects 12 months of medical and dental benefit coverage continuation under COBRA, less the executive premium contribution. As noted in the CD&A, due to the difficult operating environment in 2018 and the Company’s financial performance, Messrs. Hees, Knopf, and Basilio asked to forfeit their rights to the amounts payable pursuant to the PBP with respect to fiscal year 2018 and the Committee approved their forfeitures.
|
(5)
|
The Committee and Board approved a bonus to Mr. Hees in connection with his separation from the Company, $1,084,000, which represents his pro rata portion of his 2019 bonus based on an 85% performance rating and 85% Individual Rating.
|
|
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
|
23,858,121
|
|
|
$
|
44.64
|
|
|
43,920,379
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
23,858,121
|
|
|
|
|
43,920,379
|
|
(1)
|
Includes the vesting of RSUs.
|
Name of Beneficial Owner
|
|
Beneficially
Owned Shares
(1) (2)
|
|
Deferred
Stock
(3)
|
|
Total
|
|||
Directors and Director Nominees:
|
|
|
|
|
|
|
|||
Gregory E. Abel
|
|
22,166
|
|
|
20,878
|
|
|
43,044
|
|
Alexandre Behring
|
|
44,333
|
|
|
30,479
|
|
|
74,812
|
|
John T. Cahill
(4)
|
|
781,338
|
|
|
8,799
|
|
|
790,137
|
|
Joao M. Castro-Neves
|
|
—
|
|
|
—
|
|
|
—
|
|
Tracy Britt Cool
|
|
22,166
|
|
|
22,261
|
|
|
44,427
|
|
Feroz Dewan
|
|
—
|
|
|
6,902
|
|
|
6,902
|
|
Jeanne P. Jackson
|
|
4,280
|
|
|
17,049
|
|
|
21,329
|
|
Jorge Paulo Lemann
|
|
22,166
|
|
|
20,878
|
|
|
43,044
|
|
John C. Pope
|
|
10,098
|
|
|
18,409
|
|
|
28,507
|
|
Marcel Hermann Telles
|
|
22,166
|
|
|
18,494
|
|
|
40,660
|
|
Alexandre Van Damme
|
|
6,000
|
|
|
2,269
|
|
|
8,269
|
|
George Zoghbi
|
|
240,161
|
|
|
—
|
|
|
240,161
|
|
Named Executive Officers:
|
|
|
|
|
|
—
|
|
||
Bernardo Hees
|
|
1,486,199
|
|
|
—
|
|
|
1,486,199
|
|
David Knopf
|
|
1,106
|
|
|
—
|
|
|
1,106
|
|
Paulo Basilio
|
|
597,401
|
|
|
—
|
|
|
597,401
|
|
Rafael Oliveira
|
|
117,330
|
|
|
—
|
|
|
117,330
|
|
Rashida La Lande
|
|
—
|
|
|
—
|
|
|
—
|
|
All directors and executive officers as a group (19 persons)
(5)
|
|
3,406,501
|
|
|
166,418
|
|
|
3,572,919
|
|
(1)
|
Individual directors and executive officers as well as all directors and executive officers as a group beneficially own less than 1% of our issued and outstanding common stock as of June 5, 2019.
|
(2)
|
Includes the number of Kraft Heinz stock options that are exercisable, or will become exercisable, within 60 days after June 5, 2019 as follows: Mr. Abel-22,166; Mr. Behring-44,333; Ms. Cool-22,166; Mr. Cahill-633,017; Mr. Lemann-22,166; Mr. Zoghbi-180,799; and all of our current executive officers as a group-2,130,954.
|
(3)
|
Includes RSUs and deferred shares held in the stock deferral plan under the Kraft Heinz Deferred Compensation Plan for Non-Management Directors. These shares accumulate dividends, which are reinvested in common stock. For a description of these deferred shares, see “Compensation of Non-Employee Directors” above.
|
(4)
|
Mr. Cahill’s holdings include 148,321 shares of common stock held in grantor retained annuity trusts.
|
(5)
|
This group includes, in addition to the individuals named in the table, Pedro Drevon, Rodrigo Wickbold, and Nina Barton, who collectively have 29,591 beneficially owned shares and exercisable stock options.
|
Name and Address of Beneficial Owner
|
|
Amount and
Nature of
Beneficial
Ownership
|
|
Percent
of
Common
Stock
(1)
|
3G Funds
(2)
c/o 3G Capital, Inc.
600 Third Avenue 37th Floor
New York, New York 10016
|
|
270,097,373
|
|
22.1%
|
Warren E. Buffett
(3)
Berkshire Hathaway
3555 Farnam Street
Omaha, Nebraska 68131
|
|
325,442,152
|
|
26.7%
|
(1)
|
Calculated based on
1,219,938,804
shares of our outstanding common stock as of June 5, 2019.
|
(2)
|
Based on the Schedule 13G/A filed on January 18, 2019 by (i) 3G Global Food Holdings, a Cayman Islands limited partnership, (ii) 3G Global Food Holdings GP LP, a Cayman Islands limited partnership (“3G Global Food Holdings GP”), (iii) 3G Capital Partners II LP, a Cayman Islands limited partnership (“3G Capital Partners II”), (iv) 3G Capital Partners Ltd., a Cayman Islands exempted company (“3G Capital Partners Ltd”), and (v) 3G Capital Partners LP, a Cayman Islands limited partnership (“3G Capital Partners LP” and, together with 3G Global Food Holdings, 3G Global Food Holdings GP, 3G Capital Partners II and 3G Capital Partners Ltd, the “3G Funds”). According to the Schedule 13G/A filing, the 3G Funds own dispositive power over an aggregate of 270,097,373 shares of Kraft Heinz common stock. As a result of the relationships described above under “Independence and Related Person Transactions” in Item 13,
Certain Relationships and Related Transactions, and Director Independence
, Berkshire Hathaway, Mr. Buffett and the 3G Funds may be deemed to be a group for purposes of Section 13(d) of the Exchange Act and therefore may be deemed to hold 595,539,525 shares of Kraft Heinz common stock.
|
(3)
|
Based on the Schedule 13G/A filed on February 15, 2017 by Warren E. Buffett and Berkshire Hathaway. As a result of the relationships described above under “Independence and Related Person Transactions” in Item 13,
Certain Relationships and Related Transactions, and Director Independence
, Berkshire Hathaway, Mr. Buffett and the 3G Funds may be deemed to be a group for purposes of Section 13(d) of the Exchange Act and therefore may be deemed to hold 616,169,839 shares of Kraft Heinz common stock.
|
•
|
the commercial reasonableness of the transaction;
|
•
|
the materiality of the related person’s direct or indirect interest in the transaction;
|
•
|
whether the transaction may involve an actual, or the appearance of a, conflict of interest;
|
•
|
the impact of the transaction on the related person’s independence (as defined in the Guidelines and the Nasdaq listing standards); and
|
•
|
whether the transaction would violate any provision of our Directors Ethics Code or Code of Conduct.
|
|
For the Year Ended
|
||||||
|
December 29, 2018
|
|
December 30, 2017
|
||||
Audit Fees
(1)
|
$
|
19,234
|
|
|
$
|
9,353
|
|
Audit-Related Fees
(2)
|
442
|
|
|
401
|
|
||
Tax Fees
(3)
|
1,171
|
|
|
1,009
|
|
||
All Other Fees
(4)
|
46
|
|
|
5
|
|
||
Total
|
$
|
20,893
|
|
|
$
|
10,768
|
|
(1)
|
Include (a) the audit of our consolidated financial statements, including statutory audits of the financial statements of certain of our affiliates, and (b) the reviews of our unaudited condensed consolidated interim financial statements (quarterly financial statements). The increase from 2017 to 2018 primarily related to audit overruns associated with the procurement investigation, restatement, and impairment of goodwill and intangible assets.
|
(2)
|
Include professional services in connection with accounting consultations and procedures related to various other audit and special reports.
|
(3)
|
Include professional services in connection with tax compliance and advice.
|
(4)
|
Consist principally of software license fees related to research and benchmarking.
|
|
Page No.
|
Exhibit No.
|
|
Descriptions
|
2.1
|
|
|
2.2
|
|
|
2.3
|
|
|
2.4
|
|
2.5
|
|
|
2.6
|
|
|
2.7
|
|
|
2.8
|
|
|
2.9
|
|
|
3.1
|
|
|
3.2
|
|
|
3.3
|
|
|
4.1
|
|
|
4.2
|
|
|
4.3
|
|
|
4.4
|
|
|
4.5
|
|
|
4.6
|
|
|
4.7
|
|
|
4.8
|
|
4.9
|
|
|
4.10
|
|
|
4.11
|
|
|
4.12
|
|
|
4.13
|
|
|
4.14
|
|
|
4.15
|
|
|
4.16
|
|
|
4.17
|
|
|
4.18
|
|
|
4.19
|
|
|
4.20
|
|
|
4.21
|
|
|
4.22
|
|
|
4.23
|
|
|
4.24
|
|
10.12
|
|
|
10.13
|
|
|
10.14
|
|
|
10.15
|
|
|
10.16
|
|
|
10.17
|
|
|
10.18
|
|
|
10.19
|
|
|
10.20
|
|
|
10.21
|
|
|
10.22
|
|
|
10.23
|
|
|
21.1
|
|
|
24.1
|
|
|
31.1
|
|
|
31.2
|
|
|
32.1
|
|
|
32.2
|
|
|
101.1
|
|
The following materials from The Kraft Heinz Company’s Annual Report on Form 10-K for the period ended December 29, 2018 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:
|
June 7, 2019
|
|
|
|
|
By:
|
/s/ David H. Knopf
|
|
|
|
David H. Knopf
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Bernardo Hees
|
|
Chief Executive Officer
|
|
June 7, 2019
|
Bernardo Hees
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ David H. Knopf
|
|
Executive Vice President and Chief Financial Officer
|
|
June 7, 2019
|
David H. Knopf
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Vince Garlati
|
|
Vice President, Global Controller
|
|
June 7, 2019
|
Vince Garlati
|
|
(Principal Accounting Officer)
|
|
|
Alexandre Behring*
|
|
Chairman of the Board
|
|
|
|
John T. Cahill*
|
|
Vice Chairman of the Board
|
|
|
|
Gregory E. Abel*
|
|
Director
|
|
|
|
Tracy Britt Cool*
|
|
Director
|
|
|
|
Feroz Dewan*
|
|
Director
|
|
|
|
Jeanne P. Jackson*
|
|
Director
|
|
|
|
Jorge Paulo Lemann*
|
|
Director
|
|
|
|
John C. Pope*
|
|
Director
|
|
|
|
Marcel Hermann Telles*
|
|
Director
|
|
|
|
Alexandre Van Damme*
|
|
Director
|
|
|
|
George Zoghbi*
|
|
Director
|
*By:
|
/s/ David H. Knopf
|
|
David H. Knopf
|
|
Attorney-In-Fact
|
|
June 7, 2019
|
|
|
|
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
December 29, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowances related to trade accounts receivable
|
$
|
23
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
(7
|
)
|
|
$
|
24
|
|
Allowances related to deferred taxes
|
80
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
81
|
|
|||||
|
$
|
103
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
(7
|
)
|
|
$
|
105
|
|
Year ended December 30, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowances related to trade accounts receivable
|
$
|
20
|
|
|
$
|
8
|
|
|
$
|
1
|
|
|
$
|
(6
|
)
|
|
$
|
23
|
|
Allowances related to deferred taxes
|
89
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
80
|
|
|||||
|
$
|
109
|
|
|
$
|
(1
|
)
|
|
$
|
1
|
|
|
$
|
(6
|
)
|
|
$
|
103
|
|
Year ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowances related to trade accounts receivable
|
$
|
32
|
|
|
$
|
6
|
|
|
$
|
(4
|
)
|
|
$
|
(14
|
)
|
|
$
|
20
|
|
Allowances related to deferred taxes
|
83
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
89
|
|
|||||
|
$
|
115
|
|
|
$
|
12
|
|
|
$
|
(4
|
)
|
|
$
|
(14
|
)
|
|
$
|
109
|
|
(a)
|
Primarily relates to acquisitions and currency translation.
|
•
|
restricting dividends on the common stock;
|
•
|
diluting the voting power of the common stock;
|
•
|
impairing the liquidation rights of the common stock; or
|
•
|
delaying or preventing a change in control without further action by the stockholders.
|
Total Number of Shares Underlying Options:
|
______________
Shares
|
Vesting Date:
|
5-year anniversary of Grant Date (subject to the terms of the Award Agreement)
|
1.
|
NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.
During the course of Executive’s Service, Executive will have access to Confidential Information. For purposes of this Agreement, “
Confidential Information
” means all data, information, ideas, concepts, discoveries, trade secrets, inventions (whether or not patentable or reduced to practice), innovations, improvements, know-how, developments, techniques, methods, processes, treatments, drawings, sketches, specifications, designs, plans, patterns, models, plans and strategies, and all other confidential or proprietary information or trade secrets in any form or medium (whether merely remembered or embodied in a tangible or intangible form or medium) whether now or hereafter existing, relating to or arising from the past, current or potential business, activities and/or operations of the Company, including, without limitation, any such information relating to or concerning finances, sales, marketing, advertising, transition, promotions, pricing, personnel, customers, suppliers, vendors, raw partners and/or competitors of the Company. Executive agrees that Executive shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of Executive’s assigned duties and for the benefit of the Company, either during the period of Executive’s Service or at any time thereafter, any Confidential Information or other confidential or proprietary information received from third parties subject to a duty on the Company’s part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which shall have been obtained by Executive during Executive’s Service. The foregoing shall not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public subsequent to disclosure to Executive through no wrongful act of Executive or any representative of Executive; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that, to the extent permitted by law, Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information).
|
2.
|
NON-COMPETITION.
Executive acknowledges that (i) Executive performs services of a unique nature for the Company that are irreplaceable, and that Executive’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) Executive has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company, (iii) in the course of Executive’s employment by or service to a competitor, Executive would inevitably use or disclose such Confidential Information, (iv) the Company has substantial relationships with its customers and Executive has had and will continue to have access to these customers, (v) Executive has received and will receive specialized training from the Company, and (vi) Executive has generated and will continue to generate goodwill for the Company in the course of Executive’s Service. Accordingly, during Executive’s Service and for eighteen (18) months following a termination of Executive’s Service for any reason (the “
Restricted Period
”), Executive will not engage in any business activities, directly or indirectly (whether as an employee, consultant, officer, director, partner, joint venturer, manager, member, principal, agent, or independent contractor, individually, in concert with others, or in any other manner) within the same line or lines of business for which the Executive performed services for the Company and in a capacity that is similar to the capacity in which the Executive was employed by the Company with any person or entity that competes with the Company in the consumer packaged food and beverage industry (“Competitive Business”) anywhere within the same geographic territory(ies) for which the Executive performed services for the Company (the “
Restricted Territory
”). Notwithstanding the foregoing, nothing herein shall prohibit Executive from being a passive owner of not more than three percent (3%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company, so long as Executive has no active participation in the business of such corporation.
|
3.
|
NON-SOLICITATION.
During the Restricted Period, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties to the Company, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid, induce, assist in the solicitation of, or accept any business (other than on behalf of the Company) from, any customer or potential customer of the Company to purchase goods or services then sold by the Company from another person, firm, corporation or other entity or, directly or indirectly, in any way request, suggest or advise any such customer to withdraw or cancel any of their business or refuse to continue to do business with the Company. This restriction shall apply to customers or potential customers who, during the two (2) years immediately preceding the Executive’s termination, had been assigned to the Executive by the Company, or with which the Executive had contact on behalf of the Company while an Executive of the Company, or about which the Executive had access to confidential information by virtue of Executive’s employment with the Company.
|
4.
|
NON-INTERFERENCE
. During the Restricted Period, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties to the Company, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee, representative or agent of the Company to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company and its vendors, suppliers or customers. As used herein, the term “solicit, aid or induce” includes, but is not limited to, (i) initiating communications with a Company employee relating to possible employment, (ii) offering bonuses or other compensation to encourage a Company employee to terminate his or her employment with the Company and accept employment with any entity, (iii) recommending a Company employee to any entity, and (iv) aiding an entity in recruitment of a Company employee. An employee, representative or agent shall be deemed covered by this
Section 4
while so employed or retained and for a period of six (6) months thereafter.
|
5.
|
NON-DISPARAGEMENT.
Executive agrees not to make negative comments or otherwise disparage the Company or its officers, directors, employees, shareholders, agents or products or services. The foregoing shall not be violated by truthful statements made in (a) response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) or (b) the good faith performance of Executive’s duties to the Company.
|
6.
|
INVENTIONS.
|
a.
|
Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products, developments, software, know-how, processes, techniques, methods, works of authorship and other work product (“
Inventions
”), whether patentable or unpatentable, (A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any Company resources and/or within the scope of Executive’s work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by Executive, solely or jointly with others, during Executive’s Service, or (B) suggested by any work that Executive performs in connection with the Company, either while performing Executive’s duties with the Company or on Executive’s own time, but only insofar as the Inventions are related to Executive’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon. Executive will keep full and complete written records (the “
Records
”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and Executive will surrender them upon the termination of Service, or upon the Company’s request. Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to Executive’s Service, together with the right to file, in Executive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “
Applications
”). Executive will, at any time during and subsequent to Executive’s Service, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to Executive from the Company. Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for the Company’s benefit, all without additional compensation to Executive from the Company, but entirely at the Company’s expense.
|
b.
|
In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, Executive hereby waives any so-called “moral rights” with respect to the Inventions.
To the extent that Executive has any rights in the results and proceeds of Executive’s service to the Company that cannot be assigned in the manner described herein, Executive agrees to unconditionally waive the enforcement of such rights. Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon,
|
7.
|
RETURN OF COMPANY PROPERTY.
On the date of Executive’s termination of Service with the Company for any reason (or at any time prior thereto at the Company’s request), Executive shall return all property belonging to the Company (including, but not limited to, any Company-provided laptops, computers, cell phones, wireless electronic mail devices or other equipment, or documents and property belonging to the Company).
|
8.
|
REASONABLENESS OF COVENANTS.
In signing this Agreement, including by electronic means, Executive gives the Company assurance that Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed by it. Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by the restraints. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive further covenants that Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Agreement, and that Executive will reimburse the Company for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Agreement if either the Company prevails on any material issue involved in such dispute or if Executive challenges the reasonableness or enforceability of any of the provisions of this Agreement.
It is also agreed that the “Company” as used in this Agreement refers to each of the Company’s Subsidiaries and Affiliates and that each of the Company’s s Subsidiaries and Affiliates will have the right to enforce all of Executive’s obligations to that Subsidiary or Affiliate under this Agreement, as applicable, subject to any limitation or restriction on such rights of the Subsidiary or Affiliate under applicable law.
|
9.
|
REFORMATION.
If it is determined by a court of competent jurisdiction in any state or country that any restriction in this Agreement is excessive in duration or scope or is unreasonable or unenforceable under applicable law, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the laws of that state or country.
|
10.
|
REMEDIES
. Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Agreement would be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond or other security, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available, without the necessity of showing actual monetary damages, in addition to any other equitable relief (including without limitation an accounting and/or disgorgement) and/or any other damages as a matter of law.
|
11.
|
REPURCHASE
. Executive acknowledges and agrees that a breach of this Agreement would constitute a “Covenant Breach” as such term is used in the Plan and therefore, in the event of a Covenant Breach, Executive’s Option and the Award Stock issued therefor (as such terms are defined in the Plan) shall be subject to repurchase by The Kraft Heinz Company in accordance with the terms of the Plan.
|
12.
|
TOLLING.
In the event of any violation of the provisions of this Agreement, Executive acknowledges and agrees that the post-termination restrictions contained in this Agreement shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation.
|
13.
|
SURVIVAL OF PROVISIONS.
The obligations contained in this Agreement
hereof shall survive the termination or expiration of the Executive’s Service with the Company and shall be fully enforceable thereafter.
|
14.
|
VENUE, PERSONAL JURISDICTION, AND COVENANT NOT TO SUE
. Executive expressly agrees to submit to the exclusive jurisdiction and exclusive venue of courts located in the State of Delaware in connection with any litigation which may be brought with respect to a dispute between the Company and Executive in relation to this Restrictive Covenants Agreement, regardless of where Executive resides or where Executive performs services for the Company. Executive hereby irrevocably waives Executive’s rights, if any, to have any disputes between the Company and Executive related to this Restrictive Covenants Agreement decided in any jurisdiction or venue other than a court in the State of Delaware. Executive hereby waives, to the fullest extent permitted by applicable law, any objection which Executive now or hereafter may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding, and Executive agrees not to plead or claim the same. Executive further irrevocably covenants not to sue the Company related to this Restrictive Covenants Agreement in any jurisdiction or venue other than a court in the State of Delaware. All matters relating to the interpretation, construction, application, validity, and enforcement of this Agreement, and any disputes or controversies arising hereunder, will be governed by the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule, whether of the State of Delaware or any other jurisdiction, that would cause the application of laws of any jurisdiction other than the State of Delaware.
|
Vesting Event
|
Settlement Period
|
Vesting Date
|
As soon as practicable and no later than 60 days following the Vesting Date
|
Termination of Service Without Cause
|
Within 60 days of your termination date*
|
Retirement
|
Within 60 days of your termination date*
|
Disability
|
Within 60 days of your termination date*
|
Death
|
Within 60 days of the date of death
|
1.
|
NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.
During the course of Executive's Service, Executive will have access to Confidential Information. For purposes of this Agreement, "
Confidential Information
" means all data, information, ideas, concepts, discoveries, trade secrets, inventions (whether or not
|
2.
|
NON-COMPETITION.
Executive acknowledges that (i) Executive performs services of a unique nature for the Company that are irreplaceable, and that Executive's performance of such services to a competing business will result in irreparable harm to the Company, (ii) Executive has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company, (iii) in the course of Executive's employment by or service to a competitor, Executive would inevitably use or disclose such Confidential Information, (iv) the Company has substantial relationships with its customers and Executive has had and will continue to have access to these customers, (v) Executive has received and will receive specialized training from the Company, and (vi) Executive has generated and will continue to generate goodwill for the Company in the course of Executive's Service. Accordingly, during Executive's Service and for eighteen (18) months following a termination of Executive's Service for any reason (the "
Restricted Period
"), Executive will not engage in any business activities, directly or indirectly
(whether as an employee, consultant, officer, director, partner, joint venturer, manager, member, principal, agent, or independent contractor, individually, in concert with others, or in any other manner)
within the same line or lines of business for which the Executive performed services for the Company and in a capacity that is similar to the capacity in which
|
3.
|
NON-SOLICITATION.
During the Restricted Period, Executive agrees that Executive shall not, except in the furtherance of Executive's duties to the Company, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid, induce, assist in the solicitation of, or accept any business (other than on behalf of the Company) from, any customer or potential customer of the Company to purchase goods or services then sold by the Company from another person, firm, corporation or other entity or, directly or indirectly, in any way request, suggest or advise any such customer to withdraw or cancel any of their business or refuse to continue to do business with the Company. This restriction shall apply to customers or potential customers who, during the two (2) years immediately preceding the Executive's termination, had been assigned to the Executive by the Company, or with which the Executive had contact on behalf of the Company while an Executive of the Company, or about which the Executive had access to confidential information by virtue of Executive's employment with the Company.
|
4.
|
NON-INTERFERENCE
. During the Restricted Period, Executive agrees that Executive shall not, except in the furtherance of Executive's duties to the Company, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee, representative or agent of the Company to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company and its vendors, suppliers or customers. As used herein, the term "solicit, aid or induce" includes, but is not limited to, (i) initiating communications with a Company employee relating to possible employment, (ii) offering bonuses or other compensation to encourage a Company employee to terminate his or her employment with the Company and accept employment with any entity, (iii) recommending a Company employee to any entity, and (iv) aiding an entity in recruitment of a Company employee. An employee, representative or agent shall be deemed covered by this
Section 4
while so employed or retained and for a period of six (6) months thereafter.
|
5.
|
NON-DISPARAGEMENT.
Executive agrees not to make negative comments or otherwise disparage the Company or its officers, directors, employees, shareholders, agents or products or services. The foregoing shall not be violated by truthful statements made in (a) response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) or (b) the good faith performance of Executive's duties to the Company.
|
6.
|
INVENTIONS.
|
a.
|
Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products, developments, software, know-how, processes, techniques, methods, works of authorship and other work product ("
Inventions
"), whether patentable or unpatentable, (A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any Company resources and/or within the scope of Executive's work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by Executive, solely or jointly with others, during Executive's Service, or (B) suggested by any
|
b.
|
In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of Executive's right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, Executive hereby waives any so-called "moral rights" with respect to the Inventions.
To the extent that Executive has any rights in the results and proceeds of Executive's service to the Company that cannot be assigned in the manner described herein, Executive agrees to unconditionally waive the enforcement of such rights. Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to Executive's benefit by virtue of Executive being an employee of or other service provider to the Company.
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7.
|
RETURN OF COMPANY PROPERTY.
On the date of Executive's termination of Service with the Company for any reason (or at any time prior thereto at the Company's request), Executive shall return all property belonging to the Company (including, but not limited to, any Company-provided laptops, computers, cell phones, wireless electronic mail devices or other equipment, or documents and property belonging to the Company).
|
8.
|
REASONABLENESS OF COVENANTS.
In signing this Agreement, including by electronic means, Executive gives the Company assurance that Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed by it. Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Confidential Information and that each and every one of
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9.
|
REFORMATION.
If it is determined by a court of competent jurisdiction in any state or country that any restriction in this Agreement is excessive in duration or scope or is unreasonable or unenforceable under applicable law, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the laws of that state or country.
|
10.
|
REMEDIES
. Executive acknowledges and agrees that the Company's remedies at law for a breach or threatened breach of any of the provisions of Agreement would be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond or other security, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available, without the necessity of showing actual monetary damages, in addition to any other equitable relief (including without limitation an accounting and/or disgorgement) and/or any other damages as a matter of law.
|
11.
|
REPURCHASE
. Executive acknowledges and agrees that a breach of this Agreement would constitute a "Covenant Breach" as such term is used in the Plan and therefore, in the event of a Covenant Breach, Executive's RSU and the Award Stock issued therefor (as such terms are defined in the Plan) shall be subject to repurchase by The Kraft Heinz Company in accordance with the terms of the Plan.
|
12.
|
TOLLING.
In the event of any violation of the provisions of this Agreement, Executive acknowledges and agrees that the post-termination restrictions contained in this Agreement shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation.
|
13.
|
SURVIVAL OF PROVISIONS.
The obligations contained in this Agreement
hereof shall survive the termination or expiration of the Executive's Service with the Company and shall be fully enforceable thereafter.
|
14.
|
VENUE, PERSONAL JURISDICTION, AND COVENANT NOT TO SUE
. Executive expressly agrees to submit to the exclusive jurisdiction and exclusive venue of courts located in the State of Delaware in connection with any litigation which may be brought with respect to a dispute between the Company and Executive in relation to this Restrictive Covenants Agreement, regardless of where Executive resides or where Executive performs services for the Company. Executive hereby irrevocably waives Executive's rights, if any, to have any disputes between the Company and Executive related to this Restrictive Covenants Agreement decided in any jurisdiction or venue other than a court in the State of Delaware. Executive hereby waives, to the fullest extent permitted by applicable law, any objection which Executive now or hereafter may have to personal jurisdiction or to the laying
|
(a)
|
the Plan;
|
(b)
|
the Bonus Election Form; and
|
(c)
|
the Bonus Election Form FAQs
|
Vesting Event
|
Settlement Period
|
Vesting Date
|
As soon as practicable and no later than 60 days following the Vesting Date
|
Termination of Service Without Cause
|
Within 60 days of your termination date*
|
Retirement
|
Within 60 days of your termination date*
|
Disability
|
Within 60 days of your termination date*
|
Death
|
Within 60 days of the date of death
|
1.
|
NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.
During the course of Executive's Service, Executive will have access to Confidential Information. For purposes of this Agreement, "
Confidential Information
" means all data, information, ideas, concepts, discoveries, trade secrets, inventions (whether or not patentable or reduced to practice), innovations, improvements, know-how, developments, techniques, methods, processes, treatments, drawings, sketches, specifications, designs, plans, patterns, models, plans and strategies, and all other confidential or proprietary information or trade secrets in any form or medium (whether merely remembered or embodied in a tangible or intangible form or medium) whether now or hereafter existing, relating to or arising from the past, current or potential business, activities and/or operations of the Company, including, without limitation, any such information relating to or concerning finances, sales, marketing, advertising, transition, promotions, pricing, personnel, customers, suppliers, vendors, raw partners and/or competitors of the Company. Executive agrees that Executive shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of Executive's assigned duties and for the benefit of the Company, either during the period of Executive's Service or at any time thereafter, any Confidential Information or other confidential or proprietary information received from third parties subject to a duty on the Company's part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which shall have been obtained by Executive during Executive's Service. The foregoing shall not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public subsequent to disclosure to Executive through no wrongful act of Executive or any representative of Executive; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that, to the extent permitted by law, Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information).
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2.
|
NON-COMPETITION.
Executive acknowledges that (i) Executive performs services of a unique nature for the Company that are irreplaceable, and that Executive's performance of such services to a competing business will result in irreparable harm to the Company, (ii) Executive has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company, (iii) in the course of Executive's employment by or service to a competitor, Executive would inevitably use or disclose such Confidential Information, (iv) the Company has substantial relationships with its customers and Executive has had and will continue to have access to these customers, (v) Executive has received and will receive specialized training from the Company, and (vi) Executive has generated and will continue to generate goodwill for the Company in the course of Executive's Service. Accordingly, during Executive's Service and for eighteen (18) months following a termination of Executive's Service for any reason (the "
Restricted Period
"), Executive will not engage in any business activities, directly or indirectly (whether as an employee, consultant, officer, director, partner, joint venturer, manager, member, principal, agent, or independent contractor, individually, in concert with others, or in any other manner) within the same line or lines of business for which the Executive performed services for the Company and in a capacity that is similar to the capacity in which the Executive was employed by the Company with any person or entity that competes with the Company in the consumer packaged food and beverage industry ("
Competitive Business
") anywhere within the same geographic territory(ies) for which the Executive performed services for the Company (the "
Restricted Territory
"). Notwithstanding the foregoing, nothing herein shall prohibit Executive from being a passive owner of not more than three percent (3%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company, so long as Executive has no active participation in the business of such corporation.
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3.
|
NON-SOLICITATION.
During the Restricted Period, Executive agrees that Executive shall not, except in the furtherance of Executive's duties to the Company, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid, induce, assist in the solicitation of, or accept any business (other than on behalf of the Company) from, any customer or potential customer of the Company to purchase goods or services then sold by the Company from another person, firm, corporation or other entity or, directly or indirectly, in any way request, suggest or advise any such customer to withdraw or cancel any of their business or refuse to continue to do business with the Company. This restriction shall apply to customers or potential customers who, during the two (2) years immediately preceding the Executive's termination, had been assigned to the Executive by the Company, or with which the Executive had contact on behalf of the Company while an Executive of the Company, or about which the Executive had access to confidential information by virtue of Executive's employment with the Company.
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4.
|
NON-INTERFERENCE
. During the Restricted Period, Executive agrees that Executive shall not, except in the furtherance of Executive's duties to the Company, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee, representative or agent of the Company to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company and its vendors, suppliers or customers. As used herein, the term "solicit, aid or induce" includes, but is not limited to, (i) initiating communications with a Company employee relating to possible employment, (ii) offering bonuses or other compensation to encourage a Company employee to terminate his or her employment with the Company and accept employment with any entity, (iii) recommending a Company employee to any entity, and (iv) aiding an entity in recruitment of a Company employee. An employee, representative or agent shall be deemed covered by this
Section 4
while so employed or retained and for a period of six (6) months thereafter.
|
5.
|
NON-DISPARAGEMENT.
Executive agrees not to make negative comments or otherwise disparage the Company or its officers, directors, employees, shareholders, agents or products or services. The foregoing shall not be violated by truthful statements made in (a) response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) or (b) the good faith performance of Executive's duties to the Company.
|
6.
|
INVENTIONS.
|
a.
|
Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products, developments, software, know-how, processes, techniques, methods, works of authorship and other work product ("
Inventions
"), whether patentable or unpatentable, (A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any Company resources and/or within the scope of Executive's work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by Executive, solely or jointly with others, during Executive's Service, or (B) suggested by any work that Executive performs in connection with the Company, either while performing Executive's duties with the Company or on Executive's own time, but only insofar as the Inventions are related to Executive's work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon. Executive will keep full and complete written records (the "
Records
"), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and Executive will surrender them upon the termination of Service, or upon the Company's request. Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to Executive's Service, together with the right to file, in Executive's name or in the name of the Company (or its designee), applications for patents and equivalent rights (the "
Applications
"). Executive will, at any time during and subsequent to Executive's Service, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company's rights in the Inventions, all without additional compensation to Executive from the Company. Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for the Company's benefit, all without additional compensation to Executive from the Company, but entirely at the Company's expense.
|
b.
|
In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of Executive's right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition,
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7.
|
RETURN OF COMPANY PROPERTY.
On the date of Executive's termination of Service with the Company for any reason (or at any time prior thereto at the Company's request), Executive shall return all property belonging to the Company (including, but not limited to, any Company-provided laptops, computers, cell phones, wireless electronic mail devices or other equipment, or documents and property belonging to the Company).
|
8.
|
REASONABLENESS OF COVENANTS.
In signing this Agreement, including by electronic means, Executive gives the Company assurance that Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed by it. Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by the restraints. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive further covenants that Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Agreement, and that Executive will reimburse the Company for all costs (including reasonable attorneys' fees) incurred in connection with any action to enforce any of the provisions of this Agreement if either the Company prevails on any material issue involved in such dispute or if Executive challenges the reasonableness or enforceability of any of the provisions of this Agreement.
It is also agreed that the "Company" as used in this Agreement refers to each of the Company's Subsidiaries and Affiliates and that each of the Company's s Subsidiaries and Affiliates will have the right to enforce all of Executive's obligations to that Subsidiary or Affiliate under this Agreement, as applicable, subject to any limitation or restriction on such rights of the Subsidiary or Affiliate under applicable law.
|
9.
|
REFORMATION.
If it is determined by a court of competent jurisdiction in any state or country that any restriction in this Agreement is excessive in duration or scope or is unreasonable or unenforceable under applicable law, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the laws of that state or country.
|
10.
|
REMEDIES
. Executive acknowledges and agrees that the Company's remedies at law for a breach or threatened breach of any of the provisions of Agreement would be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond or other security, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available, without the necessity of showing actual monetary damages, in addition to any other equitable relief (including without limitation an accounting and/or disgorgement) and/or any other damages as a matter of law.
|
11.
|
REPURCHASE
. Executive acknowledges and agrees that a breach of this Agreement would constitute a "Covenant Breach" as such term is used in the Plan and therefore, in the event of a Covenant Breach, Executive's RSU and the Award Stock issued therefor (as such terms are defined in the Plan) shall be subject to repurchase by The Kraft Heinz Company in accordance with the terms of the Plan.
|
12.
|
TOLLING.
In the event of any violation of the provisions of this Agreement, Executive acknowledges and agrees that the post-termination restrictions contained in this Agreement shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation.
|
13.
|
SURVIVAL OF PROVISIONS.
The obligations contained in this Agreement hereof shall survive the termination or expiration of the Executive's Service with the Company and shall be fully enforceable thereafter.
|
14.
|
VENUE, PERSONAL JURISDICTION, AND COVENANT NOT TO SUE
. Executive expressly agrees to submit to the exclusive jurisdiction and exclusive venue of courts located in the State of Delaware in connection with any litigation which may be brought with respect to a dispute between the Company and Executive in relation to this Restrictive Covenants Agreement, regardless of where Executive resides or where Executive performs services for the Company. Executive hereby irrevocably waives Executive's rights, if any, to have any disputes between the Company and Executive related to this Restrictive Covenants Agreement decided in any jurisdiction or venue other than a court in the State of Delaware. Executive hereby waives, to the fullest extent permitted by applicable law, any objection which Executive now or hereafter may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding, and Executive agrees not to plead or claim the same. Executive further irrevocably covenants not to sue the Company related to this Restrictive Covenants Agreement in any jurisdiction or venue other than a court in the State of Delaware. All matters relating to the interpretation, construction, application, validity, and enforcement of this Agreement, and any disputes or controversies arising hereunder, will be governed by the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule, whether of the State of Delaware or any other jurisdiction, that would cause the application of laws of any jurisdiction other than the State of Delaware.
|
a)
|
Permanent Investment: If you determine that your investment will be permanent (
i.e.,
because you wish to remain a shareholder), you will be required to register such investment with the Central Bank, regardless of its value.
|
b)
|
Temporary / Financial Investment: If, on the other hand, you determine that your investment will be temporary (and therefore considered a “financial investment” under applicable regulations), you will be required to register such investment with the Central Bank only if the aggregate value of the investment (as of December 31 for each year) is equal to or greater than USD 500,000.
|
Vesting Date:
|
|
Performance Period:
|
|
MBO Minimum Performance:
|
|
Dividends/Dividend Equivalents:
|
Not Applicable
|
1.
|
Grant of Performance Share Award.
|
2.
|
Definitions
. All capitalized terms used in this Agreement without definition shall have the meanings ascribed in the Omnibus Plan and the Notice. The following terms shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates.
|
(a)
|
“Disability” means (i) a physical or mental condition entitling you to benefits under the long-term disability policy of the Company covering you or (ii) in the absence of any such policy, a physical or mental condition rendering you unable to perform your duties for the Company or any of its Subsidiaries or Affiliates for a period of six (6) consecutive months or longer; provided that if you are a party to an Employment Agreement at the time of termination of your Service and such Employment Agreement contains a different definition of “disability” (or any derivation thereof), the definition in such Employment Agreement shall control for purposes of this Agreement.
|
(b)
|
“Employment Agreement” means an individual written employment agreement between the Participant and the Company or any of its Affiliates, including an offer letter.
|
(c)
|
“Performance Share Award Share Payout” means an amount equal to the Payout or other calculation included in the Notice or Employment Agreement.
|
(d)
|
“Performance Share Award Target” shall mean the target number of Shares subject to this Performance Share Award set forth in the Notice or Employment Agreement.
|
(e)
|
“Qualified Performance-Based Compensation” means any compensation awarded to a Covered Employee that is intended to qualify as “qualified performance-based compensation” as described in Section 162(m)(4)(C) of the Code.
|
(f)
|
“Retirement” means a termination of Service by you on or following the earlier to occur between (a) (i) your 60th birthday and (ii) your completion of five (5) years of Service with the Company, its Subsidiaries or its Affiliates, and (b) (i) your 55th birthday and (ii) your completion of ten (10) years of Service with the Company, its Subsidiaries or its Affiliates.
|
(g)
|
“Without Cause” means (i) a termination of your Service by the Company or its Subsidiaries or Affiliates other than for Cause (as defined in the Omnibus Plan) and other than due to your death, Disability or Retirement or (ii) (A) if you are a party to an Employment Agreement , (B) such Employment Agreement is in effect upon the date of your termination of Service and (C) such Employment Agreement defines “Good Reason”, then “Without Cause” shall also include resignation of your Service for “Good Reason” in accordance with such Employment Agreement .
|
(a)
|
Form and Time of Payment.
|
(i)
|
Vesting
. The Performance Share Award will vest on the “Vesting Date” set forth in the Notice provided that you remain employed by the Company or one of its Subsidiaries, except as otherwise set forth in the Omnibus Plan or this Award Agreement. Prior to the vesting and settlement of the Performance Share Award, you will not have any rights of a shareholder with respect to the Performance Share Award or the Shares subject thereto. No Shares will be delivered pursuant to the vesting of the Performance Share Award unless (i) you have complied with your obligations under this Award Agreement and the Omnibus Plan and (ii) the vesting of the Performance Share Award and the delivery of such Shares complies with applicable law. Until such time as the Shares are delivered to you (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), you will have no right to vote or receive dividends or any other rights as a shareholder with respect to such Shares, notwithstanding the vesting of the Performance Share Award.
|
(ii)
|
Performance Share Award Payment
. Subject to the terms of the Omnibus Plan and this Agreement, any Performance Share Award that becomes payable shall be made in whole Shares, which shall be issued in book-entry form, registered in the Participant’s name. In the event the Performance Share Award Share Payout is to be made in Shares results in less than a whole number of Shares, the Performance Share Award Share Payout shall be rounded up or down to the next whole Share (no fractional Shares shall be issued in payment of a Performance Share Award). Any Shares issued in respect of a Performance Share Award Share Payout shall be issued pursuant to the terms and conditions of the Omnibus Plan and shall reduce the number of Shares available for issuance thereunder.
|
(iii)
|
Dividends
. Any cash dividend the Board declares with respect to the Shares during the Performance Period shall be treated in accordance with the Notice.
|
(iv)
|
Payment Timing
. Except as otherwise provided in Section 21 hereof or in the Notice, as applicable, (A) the Performance Share Award payment shall be made as soon as practicable following the Vesting Date, but in any event no later than March 15 of the taxable year following the end of the Performance Period and (B) a Performance Share Award that becomes payable under Section 3(b)(i), 3(b)(ii), or 3(b)(iii) shall be paid no later than 60 days after the Vesting Date.
|
(v)
|
Payout Upon Termination
. The Notice shall set forth the effect of termination upon the Performance Share Award. If you are terminated Without Cause or due to your resignation and, within the twelve (12) month period subsequent to such termination of your Service, the Company determines that your Service could have been terminated for Cause, subject to anything to the contrary that may be contained in the Notice at the time of termination of your Service, your Service will, at the election of the Company, be deemed to have been terminated for Cause for purposes of this Award Agreement and the Omnibus Plan, effective as of the date the events giving rise to Cause occurred and any consequences
|
(b)
|
Conditions to Payment of Performance Share Award
. Notwithstanding any other provision of this Agreement:
|
(i)
|
The Performance Share Award shall not become payable to the Participant or his or her legal representative unless and until the Participant or his or her legal representative shall have satisfied all applicable withholding obligations for Tax-Related Items (as defined in Section 5 below), if any, in accordance with Section 5 hereof.
|
(ii)
|
The Company shall not be required to issue or deliver any Shares in payment of the Performance Share Award prior to the fulfillment of all of the following conditions: (A) the admission of the Shares to listing on all stock exchanges on which the Shares are then listed, (B) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission (the “Commission”) or other governmental regulatory body, which the Committee shall, in its sole and absolute discretion, deem necessary and advisable, or if the offering of the Shares is not so registered, a determination by the Company that the issuance of the Shares would be exempt from any such registration or qualification requirements, (C) the obtaining of any approval or other clearance from any state, federal or foreign governmental agency that the Committee shall, in its absolute discretion, determine to be necessary or advisable and (D) the lapse of any such reasonable period of time following the date the Performance Share Award becomes payable as the Committee may from time to time establish for reasons of administrative convenience, subject to compliance with Section 409A of the Code.
|
(c)
|
Committee Discretion
. Anything to the contrary in this Section 3 notwithstanding, the Committee may, in its sole discretion, provide for full or partial payment of the Performance Share Award upon termination of a Participant’s active employment for any reason prior to the completion of a Performance Period to which a Performance Share Award relates; provided that the Committee shall not exercise such discretion if doing so would cause other Performance Share Awards that are intended to qualify as Qualified Performance-Based Compensation not to qualify.
|
4.
|
Withholding Taxes
. Regardless of any action the Company or the Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the Omnibus Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains his or her responsibility and may exceed the amount actually withheld by the Company or the Employer. Furthermore, the Participant acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Share Award, including, but not limited to, the grant, vesting, or payment of this Performance Share Award or the subsequent sale of Shares issued in payment of the Performance Share Award; and (b) do not commit to and are under no obligation to structure the terms of the grant of the Performance Share Award or any aspect of the Participant’s participation in the Omnibus Plan to reduce or eliminate his or her liability for Tax-Related Items or achieve any particular tax result. If the Participant becomes subject to Tax-Related Items in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction.
|
5.
|
Nature of Grant
. By participating in the Omnibus Plan and in exchange for receiving the Performance Share Award, the Participant acknowledges, understands and agrees that:
|
7.
|
Nontransferability of Performance Share Award
. The Performance Share Award or the interests or rights therein may not be transferred in any manner other than by will or by the laws of descent and distribution, and may not be assigned, hypothecated or otherwise pledged and shall not be subject to execution, attachment or similar process. Upon any attempt to effect any such disposition, or upon the levy of any such process, in violation of the provisions herein, the Performance Share Award shall immediately become null and void and any rights to receive a payment under the Performance Share Award shall be forfeited.
|
24.
|
No Advice Regarding Performance Share Award
. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s acquisition or sale of any Shares issued in payment of the Performance Share Award. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors before taking any action related to the Performance Share Award.
|
1.
|
NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.
During the course of Executive's Service, Executive will have access to Confidential Information. For purposes of this Agreement, "
Confidential Information
" means all data, information, ideas, concepts, discoveries, trade secrets, inventions (whether or not patentable or reduced to practice), innovations, improvements, know-how, developments, techniques, methods, processes, treatments, drawings, sketches, specifications, designs, plans, patterns, models, plans and strategies, and all other confidential or proprietary information or trade secrets in any form or medium (whether merely remembered or embodied in a tangible or intangible form or medium) whether now or hereafter existing, relating to or arising from the past, current or potential business, activities and/or operations of the Company, including, without limitation, any such information relating to or concerning finances, sales, marketing, advertising, transition, promotions, pricing, personnel, customers, suppliers, vendors, raw partners and/or competitors of the Company. Executive agrees that Executive shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of Executive's assigned duties and for the benefit of the Company, either during the period of Executive's Service or at any time thereafter, any Confidential Information or other confidential or proprietary information received from third parties subject to a duty on the Company's part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which shall have been obtained by Executive during Executive's Service. The foregoing shall not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public subsequent to disclosure to Executive through no wrongful act of Executive or any
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2.
|
NON-COMPETITION.
Executive acknowledges that (i) Executive performs services of a unique nature for the Company that are irreplaceable, and that Executive's performance of such services to a competing business will result in irreparable harm to the Company, (ii) Executive has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company, (iii) in the course of Executive's employment by or service to a competitor, Executive would inevitably use or disclose such Confidential Information, (iv) the Company has substantial relationships with its customers and Executive has had and will continue to have access to these customers, (v) Executive has received and will receive specialized training from the Company, and (vi) Executive has generated and will continue to generate goodwill for the Company in the course of Executive's Service. Accordingly, during Executive's Service and for eighteen (18) months following a termination of Executive's Service for any reason (the "
Restricted Period
"), Executive will not engage in any business activities, directly or indirectly (whether as an employee, consultant, officer, director, partner, joint venturer, manager, member, principal, agent, or independent contractor, individually, in concert with others, or in any other manner) within the same line or lines of business for which the Executive performed services for the Company and in a capacity that is similar to the capacity in which the Executive was employed by the Company with any person or entity that competes with the Company in the consumer packaged food and beverage industry ("
Competitive Business
") anywhere within the same geographic territory(ies) for which the Executive performed services for the Company (the "
Restricted Territory
"). Notwithstanding the foregoing, nothing herein shall prohibit Executive from being a passive owner of not more than three percent (3%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company, so long as Executive has no active participation in the business of such corporation.
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3.
|
NON-SOLICITATION.
During the Restricted Period, Executive agrees that Executive shall not, except in the furtherance of Executive's duties to the Company, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid, induce, assist in the solicitation of, or accept any business (other than on behalf of the Company) from, any customer or potential customer of the Company to purchase goods or services then sold by the Company from another person, firm, corporation or other entity or, directly or indirectly, in any way request, suggest or advise any such customer to withdraw or cancel any of their business or refuse to continue to do business with the Company. This restriction shall apply to customers or potential customers
|
4.
|
NON-INTERFERENCE
. During the Restricted Period, Executive agrees that Executive shall not, except in the furtherance of Executive's duties to the Company, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee, representative or agent of the Company to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company and its vendors, suppliers or customers. As used herein, the term "solicit, aid or induce" includes, but is not limited to, (i) initiating communications with a Company employee relating to possible employment, (ii) offering bonuses or other compensation to encourage a Company employee to terminate his or her employment with the Company and accept employment with any entity, (iii) recommending a Company employee to any entity, and (iv) aiding an entity in recruitment of a Company employee. An employee, representative or agent shall be deemed covered by this
Section 4
while so employed or retained and for a period of six (6) months thereafter.
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5.
|
NON-DISPARAGEMENT.
Executive agrees not to make negative comments or otherwise disparage the Company or its officers, directors, employees, shareholders, agents or products or services. The foregoing shall not be violated by truthful statements made in (a) response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) or (b) the good faith performance of Executive's duties to the Company.
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6.
|
INVENTIONS.
|
a.
|
Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products, developments, software, know-how, processes, techniques, methods, works of authorship and other work product ("
Inventions
"), whether patentable or unpatentable, (A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any Company resources and/or within the scope of Executive's work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by Executive, solely or jointly with others, during Executive's Service, or (B) suggested by any work that Executive performs in connection with the Company, either while performing Executive's duties with the Company or on Executive's own time, but only insofar as the Inventions are related to Executive's work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon. Executive will keep full and complete written records (the "
Records
"), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and Executive will surrender them upon the termination of Service, or upon the Company's request. Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to Executive's Service, together with the right to file, in Executive's name or in the name of the Company (or its designee), applications for patents and equivalent rights (the "
Applications
"). Executive will, at any time during and subsequent to Executive's Service, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company's rights in the Inventions, all without additional
|
b.
|
In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of Executive's right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, Executive hereby waives any so-called "moral rights" with respect to the Inventions.
To the extent that Executive has any rights in the results and proceeds of Executive's service to the Company that cannot be assigned in the manner described herein, Executive agrees to unconditionally waive the enforcement of such rights. Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to Executive's benefit by virtue of Executive being an employee of or other service provider to the Company.
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7.
|
RETURN OF COMPANY PROPERTY.
On the date of Executive's termination of Service with the Company for any reason (or at any time prior thereto at the Company's request), Executive shall return all property belonging to the Company (including, but not limited to, any Company-provided laptops, computers, cell phones, wireless electronic mail devices or other equipment, or documents and property belonging to the Company).
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8.
|
REASONABLENESS OF COVENANTS.
In signing this Agreement, including by electronic means, Executive gives the Company assurance that Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed by it. Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by the restraints. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive further covenants that Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Agreement, and that Executive will reimburse the Company for all costs (including reasonable attorneys' fees) incurred in connection with any action to enforce any of the provisions of this Agreement if either the Company prevails on any material issue involved in such dispute or if Executive challenges the reasonableness or enforceability of any of the provisions of this Agreement.
It is also agreed that the "Company" as used in this Agreement refers to each of the Company's Subsidiaries and Affiliates and that each of the Company's s Subsidiaries and Affiliates will have the right to enforce all of Executive's obligations to that Subsidiary or Affiliate under this Agreement, as applicable, subject to any limitation or restriction on such rights of the Subsidiary or Affiliate under applicable law.
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9.
|
REFORMATION.
If it is determined by a court of competent jurisdiction in any state or country that any restriction in this Agreement is excessive in duration or scope or is unreasonable or unenforceable under applicable law, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the laws of that state or country.
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10.
|
REMEDIES
. Executive acknowledges and agrees that the Company's remedies at law for a breach or threatened breach of any of the provisions of Agreement would be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond or other security, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available, without the necessity of showing actual monetary damages, in addition to any other equitable relief (including without limitation an accounting and/or disgorgement) and/or any other damages as a matter of law.
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11.
|
REPURCHASE
. Executive acknowledges and agrees that a breach of this Agreement would constitute a "Covenant Breach" as such term is used in the Omnibus Plan and therefore, in the event of a Covenant Breach, Executive's PSUs and the Shares issued in payment thereof (as such terms are defined in the Omnibus Plan) shall be subject to repurchase by The Kraft Heinz Company in accordance with the terms of the Omnibus Plan.
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12.
|
TOLLING.
In the event of any violation of the provisions of this Agreement, Executive acknowledges and agrees that the post-termination restrictions contained in this Agreement shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation.
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13.
|
SURVIVAL OF PROVISIONS.
The obligations contained in this Agreement
hereof shall survive the termination or expiration of the Executive's Service with the Company and shall be fully enforceable thereafter.
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14.
|
VENUE, PERSONAL JURISDICTION, AND COVENANT NOT TO SUE
. Executive expressly agrees to submit to the exclusive jurisdiction and exclusive venue of courts located in the State of Delaware in connection with any litigation which may be brought with respect to a dispute between the Company and Executive in relation to this Restrictive Covenants Agreement, regardless of where Executive resides or where Executive performs services for the Company. Executive hereby irrevocably waives Executive's rights, if any, to have any disputes between the Company and Executive related to this Restrictive Covenants Agreement decided in any jurisdiction or venue other than a court in the State of Delaware. Executive hereby waives, to the fullest extent permitted by applicable law, any objection which Executive now or hereafter may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding, and Executive agrees not to plead or claim the same. Executive further irrevocably covenants not to sue the Company related to this Restrictive Covenants Agreement in any jurisdiction or venue other than a court in the State of Delaware. All matters relating to the interpretation, construction, application, validity, and enforcement of this Agreement, and any disputes or controversies arising hereunder, will be governed by the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule, whether of the State of Delaware or any other jurisdiction, that would cause the application of laws of any jurisdiction other than the State of Delaware.
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1.
|
Grant of Performance Share Award
.
|
(a)
|
Performance Share Award
. In consideration of your agreement to provide services to The Kraft Heinz Company, a corporation organized under the laws of Delaware (the “
Company
”), or any of its Affiliates, and, as applicable, in consideration for your agreement to the non-competition and non-solicitation covenants provided in the attached Exhibit B, and for other good and valuable consideration, the Company hereby grants as of the date set forth in the Performance Share Award Notice (referred to as the “
Notice
”) to you a Performance Share Award in the form of Performance Share Units (the “
PSUs
”) with respect to the Performance Period set forth in the Notice, subject to the terms and provisions of the Notice, this Performance Share Award Agreement, including any appendices (this “
Agreement
”), and the Company’s 2016 Omnibus Incentive Plan, as amended from time to time (the “
Omnibus Plan
”). Unless and until the Performance Share Award becomes payable in the manner set forth in Section 3 hereof, you shall have no right to payment of the Performance Share Award. Prior to payment of the Performance Share Award, the Performance Share Award shall represent an unsecured obligation of the Company, payable (if at all) from the general assets of the Company.
|
(i)
|
Incorporation of Terms and Conditions
. The Performance Share Award and this Agreement are subject to the terms and conditions of the Omnibus Plan, which are incorporated herein by reference. In the event of any inconsistency between the Omnibus Plan and this Agreement, the terms of the Omnibus Plan shall control.
|
(ii)
|
Performance Targets
. The Committee, in its sole discretion, shall have the authority to determine, establish and adjust Performance Periods, establish the applicable Performance Targets, adjust the applicable Performance Targets and certify the attainment of Performance Targets.
|
2.
|
Definitions
. All capitalized terms used in this Agreement without definition shall have the meanings ascribed in the Omnibus Plan and the Notice. The following terms shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates.
|
(a)
|
"Disability
” means (i) a physical or mental condition entitling you to benefits under the long-term disability policy of the Company covering you or (ii) in the absence of any such policy, a physical or mental condition rendering you unable to perform your duties for the Company or any of its Subsidiaries
|
(b)
|
“
Employment Agreement
” means an individual written employment agreement between you and the Company or any of its Affiliates, including an offer letter.
|
(c)
|
“
Performance Share Award Share Payout
” means an amount equal to the Payout or other calculation included in the Notice or Employment Agreement.
|
(d)
|
“
Performance Share Award Target
” shall mean the target number of Shares subject to this Performance Share Award set forth in the Notice or Employment Agreement.
|
(e)
|
“
Retirement
” means a termination of Service by you on or following the earlier to occur between (a) (i) your 60th birthday and (ii) your completion of five (5) years of Service with the Company, its Subsidiaries or its Affiliates, and (b) (i) your 55th birthday and (ii) your completion of ten (10) years of Service with the Company, its Subsidiaries or its Affiliates.
|
(f)
|
“
Without Cause
” means (i) a termination of your Service by the Company or its Subsidiaries or Affiliates other than for Cause (as defined in the Omnibus Plan) and other than due to your death, Disability or Retirement or (ii) (A) if you are a party to an Employment Agreement, (B) such Employment Agreement is in effect upon the date of your termination of Service and (C) such Employment Agreement defines “Good Reason”, then “Without Cause” shall also include resignation of your Service for “Good Reason” in accordance with such Employment Agreement.
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3.
|
Payment
.
|
(a)
|
Form and Time of Payment
.
|
(i)
|
Vesting
. The Performance Share Award will vest on the “Vesting Date” set forth in the Notice subject to your continued Service with the Company or one of its Subsidiaries, except as otherwise set forth in the Omnibus Plan or this Agreement. Prior to the vesting and settlement of the Performance Share Award, you will not have any rights of a shareholder with respect to the Performance Share Award or the Shares subject thereto. No Shares will be delivered pursuant to the vesting of the Performance Share Award unless (i) you have complied with your obligations under this Agreement and the Omnibus Plan and (ii) the vesting of the Performance Share Award and the delivery of such Shares complies with applicable law. Until such time as the Shares are delivered to you (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), you will have no right to vote or receive dividends or any other rights as a shareholder with respect to such Shares, notwithstanding the vesting of the Performance Share Award.
|
(ii)
|
Performance Share Award Payment
. Subject to the terms of the Omnibus Plan and this Agreement, any Performance Share Award that becomes payable shall be made in whole Shares, which shall be issued in book-entry form, registered in your name. In the event the
|
(iii)
|
Dividends
. Any cash dividend the Board declares with respect to the Shares during the Performance Period shall be treated in accordance with the Notice.
|
(iv)
|
Payment Timing
. Except as otherwise provided in Section 21 hereof or in the Notice, as applicable, (A) the Performance Share Award payment shall be made as soon as practicable following the Vesting Date, but in any event no later than March 15 of the taxable year following such date and (B) a Performance Share Award that becomes payable due to a termination Without Cause, or termination due to your Retirement, death or Disability, shall be paid no later than 60 days after the Vesting Date.
|
(v)
|
Payout Upon Termination
. The Notice shall set forth the effect of termination upon the Performance Share Award. If you are terminated Without Cause or due to your resignation and, within the twelve (12) month period subsequent to such termination of your Service, the Company determines that your Service could have been terminated for Cause, subject to anything to the contrary that may be contained in the Notice at the time of termination of your Service, your Service will, at the election of the Company, be deemed to have been terminated for Cause for purposes of this Agreement and the Omnibus Plan, effective as of the date the events giving rise to Cause occurred and any consequences following from a termination for Cause shall be retroactively applied (including your obligation to repay gains that would not have been realized had your Service been terminated for Cause).
|
(b)
|
Conditions to Payment of Performance Share Award
. Notwithstanding any other provision of this Agreement:
|
(i)
|
The Performance Share Award shall not become payable to you or your legal representative unless and until you or your legal representative shall have satisfied all applicable withholding obligations for Tax-Related Items (as defined in Section 5 below), if any, in accordance with Section 5 hereof.
|
(ii)
|
The Company shall not be required to issue or deliver any Shares in payment of the Performance Share Award prior to the fulfillment of all of the following conditions: (A) the admission of the Shares to listing on all stock exchanges on which the Shares are then listed, (B) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the U.S. Securities and Exchange Commission (the “
Commission
”) or other governmental regulatory body, which the Committee shall, in its sole and absolute discretion, deem necessary and advisable, or if the offering of the Shares is not
|
(c)
|
Committee Discretion
. Anything to the contrary in this Section 3 notwithstanding, the Committee may, in its sole discretion, provide for full or partial payment of the Performance Share Award upon termination of your active employment for any reason prior to the completion of a Performance Period to which a Performance Share Award relates; provided that the Committee shall not exercise such discretion if doing so would cause other Performance Share Awards that are intended to qualify as Qualified Performance-Based Compensation not to qualify.
|
4.
|
Withholding Taxes
. Regardless of any action the Company or, if different, your employer (the “
Employer
”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to your participation in the Omnibus Plan and legally applicable to you (“
Tax-Related Items
”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. Furthermore, you acknowledge that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Share Award, including, but not limited to, the grant, vesting, or payment of this Performance Share Award or the subsequent sale of Shares issued in payment of the Performance Share Award; and (b) do not commit to and are under no obligation to structure the terms of the grant of the Performance Share Award or any aspect of your participation in the Omnibus Plan to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. If you are or become subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction.
|
5.
|
Nature of Grant
. By participating in the Omnibus Plan and in exchange for receiving the Performance Share Award, you acknowledge, understand and agree that:
|
(a)
|
the Omnibus Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Omnibus Plan;
|
(b)
|
the grant of the Performance Share Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Share Awards, or benefits in lieu of Performance Share Awards, even if Performance Share Awards have been granted in the past;
|
(c)
|
all decisions with respect to future Performance Share Award grants, if any, shall be at the sole discretion of the Board of Directors of the Company or the Committee;
|
(d)
|
the Participant is voluntarily participating in the Omnibus Plan;
|
(e)
|
the Performance Share Award and any Shares subject to the Performance Share Award are not part of or included in any calculation of severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension, retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer, or any Affiliate;
|
(f)
|
the Performance Share Award grant shall not be interpreted to form or amend an employment or service contract or relationship with the Company or any Affiliate;
|
(g)
|
the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
|
(h)
|
the Performance Share Award and the benefits evidenced by this Agreement do not create any entitlement, not otherwise specifically determined by the Company in its discretion, to have the Performance Share Award or any such benefits transferred to, or assumed by, another company, or to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and
|
(i)
|
the Performance Share Award and the Shares subject to the Performance Share Award, and the income from and value of same, are not intended to replace any pension rights or compensation;
|
(j)
|
the Performance Share Award and the Shares subject to the Performance Share Award are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of your employment or service contract, if any;
|
(k)
|
the Performance Share Award and the Shares subject to the Performance Share Award are not part of normal compensation or salary from the Employer and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliate of the Company;
|
(l)
|
no claim or entitlement to compensation or damages shall arise from forfeiture of the Performance Share Award resulting from failure to reach Performance Goals or termination of your employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of any employment laws in the country where you reside or later found to be invalid), and in consideration of the grant of the Performance Share Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company or the Employer, waive your ability, if any, to
|
(m)
|
neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Performance Share Award, any Shares paid to you or any proceeds resulting from your sale of such Shares.
|
6.
|
Data Privacy
.
By participating in the Omnibus Plan and in exchange for receiving the Performance Share Award, you hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Agreement and any other Performance Share Award grant materials by and among, as applicable, the Employer, the Company and its Affiliates for the exclusive purpose of implementing, administering and managing your receipt of the Performance Share Award.
|
7.
|
Nontransferability of Performance Share Award
. The Performance Share Award or the interests or rights therein may not be transferred in any manner other than by will or by the laws of descent and distribution, and may not be assigned, hypothecated or otherwise pledged and shall not be subject to execution, attachment or similar process. Upon any attempt to effect any such disposition, or upon the levy of any such process, in violation of the provisions herein, the Performance Share Award shall immediately become null and void and any rights to receive a payment under the Performance Share Award shall be forfeited.
|
8.
|
Rights as Shareholder
. Neither you nor any person claiming under or through you shall have any of the rights or privileges of a shareholder of the Company in respect of any Shares issuable hereunder unless and until certificates representing such Shares (which may be in uncertificated form) will have been issued and recorded on the books and records of the Company or its transfer agents or registrars, and delivered to you (including through electronic delivery to a brokerage account). After such issuance, recordation and delivery, you shall have all the rights of a shareholder of the Company, including with respect to the right to vote the Shares and the right to receive any cash or Share dividends or other distributions paid to or made with respect to the Shares.
|
9.
|
Repayment/Forfeiture
. The Award shall be canceled and forfeited, if, without the consent of the Company, while employed by or providing services to the Company or any Subsidiary or after termination of such employment or service, you (i) violate a non-competition, non-solicitation or non-disclosure covenant or agreement, (ii) otherwise engage in activity that is in conflict with or adverse to the interest of the Company or any Subsidiary, including fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its sole discretion. In addition, any payments or benefits you may receive
|
10.
|
Restrictions on Resale
. You hereby agree not to sell any Shares issued in payment of the Performance Share Award at a time when applicable laws or Company policies prohibit a sale. This restriction shall apply as long as your employment continues and for such period of time after the termination of your employment as the Company may specify.
|
11.
|
Language
. If you have received this Agreement or any other document related to the Omnibus Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
|
12.
|
Effect of a Change in Control
. The treatment of a Performance Share Award upon a Change in Control shall be governed by the Omnibus Plan, provided, however, that to the extent that the Performance Share Award constitute Deferred Compensation, settlement of any portion of the Performance Share Award that may vest in connection with a Change in Control will occur within sixty (60) days following the Vesting Date. In the event that there is a conflict between the terms of this Agreement regarding the effect of a Change in Control on the Performance Share Award and the terms of any Employment Agreement, the terms of this Agreement will govern.
|
13.
|
Securities Laws and Clawback
. By accepting a Performance Share Award, you acknowledge that U.S. federal, state or foreign securities laws and/or the Company’s policies regarding trading in its securities may limit or restrict your right to buy or sell Shares, including, without limitation, sales of Shares acquired in connection
|
14.
|
Adjustments
. The Performance Goals, as well as the manner in which the Performance Share Award payment is calculated is subject to adjustment in the Committee’s sole discretion in accordance with Section 10(b) of the Omnibus Plan and the Notice. You shall be notified of such adjustment and such adjustment shall be binding upon the Company and you.
|
15.
|
NO GUARANTEE OF CONTINUED EMPLOYMENT
. YOU HEREBY ACKNOWLEDGE AND AGREE THAT THE VESTING OF THE PERFORMANCE SHARE AWARD PURSUANT TO THE PROVISIONS OF THIS AGREEMENT IS EARNED ONLY IF THE PERFORMANCE GOALS ARE ATTAINED AND THE OTHER TERMS AND CONDITIONS SET FORTH HEREIN ARE SATISFIED AND BY YOUR CONTINUED EMPLOYMENT (SUBJECT TO THE PROVISIONS OF SECTION 3(b) HEREOF) AT THE WILL OF THE COMPANY OR AN AFFILIATE (AND NOT THROUGH THE ACT OF BEING EMPLOYED BY THE COMPANY OR AN AFFILIATE, BEING GRANTED A PERFORMANCE SHARE AWARD, OR RECEIVING SHARES HEREUNDER). YOU FURTHER ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE RIGHT TO EARN A PAYMENT UNDER THE PERFORMANCE SHARE AWARD SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT DURING THE PERFORMANCE PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH YOUR RIGHT OR THE RIGHT OF THE COMPANY OR AN AFFILIATE TO TERMINATE YOUR EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE, AND IN ACCORDANCE WITH APPLICABLE EMPLOYMENT LAWS OF THE COUNTRY WHERE YOU RESIDE.
|
16.
|
Entire Agreement: Governing Law
. The Notice, the Omnibus Plan and this Agreement, including any appendices, constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you with respect to the subject matter hereof, and may not be modified adversely to your interest except as provided in the Notice, the Omnibus Plan or this Agreement or by means of a writing signed by the Company and you. Nothing in the Notice, the Omnibus Plan and this Agreement (except as expressly provided therein) is intended to confer any rights or remedies on any persons other than the parties. The Notice, the Omnibus Plan and this Agreement are to be
|
17.
|
Conformity to Securities Laws
. You acknowledge that the Notice, the Omnibus Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Act, and any and all regulations and rules promulgated thereunder by the Commission, including, without limitation, Rule 16b-3. Notwithstanding anything herein to the contrary, the Notice, the Omnibus Plan and this Agreement shall be administered, and the Performance Share Award is granted, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Notice, the Omnibus Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.
|
18.
|
Administration and Interpretation
. The Performance Share Award, the vesting of the Performance Share Award and any payment of the Performance Share Award are subject to, and shall be administered in accordance with, the provisions of this Agreement, as the same may be amended from time to time. Any question or dispute regarding the administration or interpretation of the Notice, the Omnibus Plan and this Agreement shall be submitted by you or by the Company to the Committee. The resolution of such question or dispute by the Committee shall be final and binding on all persons.
|
19.
|
Headings
. The captions used in the Notice and this Agreement are inserted for convenience and shall not be deemed a part of the Performance Share Award for construction or interpretation.
|
20.
|
Notices
. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery, upon deposit for delivery by an internationally recognized express mail courier service or upon deposit in the United States mail by certified mail (if the parties are within the United States), with postage and fees prepaid, addressed to the other party at its address as shown in these instruments, or to such other address as such party may designate in writing from time to time to the other part.
|
21.
|
Successors and Assigns
. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon you and your heirs, executors, administrators, successors and assign.
|
22.
|
Severability
. Whenever feasible, each provision of the Notice, this Agreement, and the Omnibus Plan shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision in the Notice, Omnibus Plan or this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of the Notice, the Omnibus Plan or this Agreement.
|
23.
|
Waiver
. You acknowledge that a waiver by the Company for breach of any provision of the Agreement shall not operate or be construed as a waiver of any other provision of the Award Agreement, or of any subsequent breach of the Agreement.
|
24.
|
Code Section 409A
. This Performance Share Award is intended to be exempt from or to comply with Section 409A of the Code and shall be interpreted, operated and administered in a manner consistent with such intent. To the extent this Agreement provides for the Performance Share Award to become vested and be settled upon your termination of employment, the applicable Shares shall be transferred to you or your beneficiary upon your “separation from service,” within the meaning of Section 409A of the Code; provided that if you are a “specified employee,” within the meaning of Section 409A of the Code, then to the extent the Performance Share Award constitutes nonqualified deferred compensation, within the meaning of Section 409A of the Code, such Shares shall be transferred to you or your beneficiary upon the earlier to occur of (i) the six-month anniversary of such separation from service and (ii) the date of your death.
|
25.
|
No Advice Regarding Performance Share Award
. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your acquisition or sale of any Shares issued in payment of the Performance Share Award. You acknowledge that you should consult with your own personal tax, legal and financial advisors before taking any action related to the Performance Share Award.
|
26.
|
Language
. If you have received this Agreement or any other document related to the Omnibus Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version shall control.
|
27.
|
Appendix I
. Notwithstanding any provisions in this Agreement, the Performance Share Award grant shall be subject to any special terms and conditions set forth in Appendix I to this Agreement for your country. Moreover, if you relocate to one of the countries included in Appendix I, the special terms and conditions for such country shall apply to you, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with laws in the country where you reside regarding the issuance of Shares, or to facilitate the administration of the Performance Share Award. Appendix I constitutes part of this Agreement.
|
28.
|
Electronic Delivery and Acceptance
. The Company may, in its sole discretion, decide to deliver any documents related to current or future Performance Share Awards by electronic means or to request your consent to participate in the Omnibus Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agrees to participate in the Omnibus Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
|
29.
|
Imposition of Other Requirements
. The Company reserves the right to impose other requirements on your participation in the Omnibus Plan or on the Performance Share Award and on any Shares issued in payment of the Performance Share Award, to the extent the Company determines it is necessary or advisable in order to comply with laws in the country where you reside regarding the issuance of Shares, or to facilitate the administration of the Performance Share Award, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
|
1.
|
NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.
During the course of Executive's Service, Executive will have access to Confidential Information. For purposes of this Agreement, "
Confidential Information
" means all data, information, ideas, concepts, discoveries, trade secrets, inventions (whether or not patentable or reduced to practice), innovations, improvements, know-how, developments, techniques, methods, processes, treatments, drawings, sketches, specifications, designs, plans, patterns, models, plans and strategies, and all other confidential or proprietary information or trade secrets in any form or medium (whether merely remembered or embodied in a tangible or intangible form or medium) whether now or hereafter existing, relating to or arising from the past, current or potential business, activities and/or operations of the Company, including, without limitation, any such information relating to or concerning finances, sales, marketing, advertising, transition, promotions, pricing, personnel, customers, suppliers, vendors, raw partners and/or competitors of the Company. Executive agrees that Executive shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of Executive's assigned duties and for the benefit of the Company, either during the period of Executive's Service or at any time thereafter, any Confidential Information or other confidential or proprietary information received from third parties subject to a duty on the Company's part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which shall have been obtained by Executive during Executive's Service. The foregoing shall not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public subsequent to disclosure to Executive through no wrongful act of Executive or any representative of Executive; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that, to the extent permitted by law, Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information).
|
2.
|
NON-COMPETITION.
Executive acknowledges that (i) Executive performs services of a unique nature for the Company that are irreplaceable, and that Executive's performance of such services to a competing business will result in irreparable harm to the Company, (ii) Executive has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company, (iii) in the course of Executive's employment by or service to a competitor, Executive would inevitably use or disclose such Confidential Information, (iv) the Company has substantial relationships with its customers and Executive has had and will continue to have access to these customers, (v) Executive has received and will receive specialized training from the Company, and (vi) Executive has generated and will continue to generate goodwill for the Company in the course of Executive's Service. Accordingly, during Executive's Service and for eighteen (18) months following a termination of Executive's Service for any reason (the "
Restricted Period
"), Executive will not engage in any business activities, directly or indirectly (whether as an employee, consultant, officer, director, partner, joint venturer, manager, member, principal, agent, or independent contractor, individually, in concert with others, or in any other manner) within the same line or lines of business for which the Executive performed services for the Company and in a capacity that is similar to the capacity in which the Executive was employed by the Company with any person or entity that competes with the Company in the consumer packaged food and beverage industry ("
Competitive Business
") anywhere within the same geographic territory(ies) for which the Executive performed services for the Company (the "
Restricted Territory
"). Notwithstanding the foregoing, nothing herein shall prohibit Executive from being a passive owner of not more than three percent (3%)
|
3.
|
NON-SOLICITATION.
During the Restricted Period, Executive agrees that Executive shall not, except in the furtherance of Executive's duties to the Company, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid, induce, assist in the solicitation of, or accept any business (other than on behalf of the Company) from, any customer or potential customer of the Company to purchase goods or services then sold by the Company from another person, firm, corporation or other entity or, directly or indirectly, in any way request, suggest or advise any such customer to withdraw or cancel any of their business or refuse to continue to do business with the Company. This restriction shall apply to customers or potential customers who, during the two (2) years immediately preceding the Executive's termination, had been assigned to the Executive by the Company, or with which the Executive had contact on behalf of the Company while an Executive of the Company, or about which the Executive had access to confidential information by virtue of Executive's employment with the Company.
|
4.
|
NON-INTERFERENCE
. During the Restricted Period, Executive agrees that Executive shall not, except in the furtherance of Executive's duties to the Company, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee, representative or agent of the Company to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company and its vendors, suppliers or customers. As used herein, the term "solicit, aid or induce" includes, but is not limited to, (i) initiating communications with a Company employee relating to possible employment, (ii) offering bonuses or other compensation to encourage a Company employee to terminate his or her employment with the Company and accept employment with any entity, (iii) recommending a Company employee to any entity, and (iv) aiding an entity in recruitment of a Company employee. An employee, representative or agent shall be deemed covered by this
Section 4
while so employed or retained and for a period of six (6) months thereafter.
|
5.
|
NON-DISPARAGEMENT.
Executive agrees not to make negative comments or otherwise disparage the Company or its officers, directors, employees, shareholders, agents or products or services. The foregoing shall not be violated by truthful statements made in (a) response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) or (b) the good faith performance of Executive's duties to the Company.
|
6.
|
INVENTIONS.
|
a.
|
Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products, developments, software, know-how, processes, techniques, methods, works of authorship and other work product ("
Inventions
"), whether patentable or unpatentable, (A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any Company resources and/or within the scope of Executive's work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by Executive, solely or jointly with others, during Executive's Service, or (B) suggested by any work that Executive performs in connection with the Company, either while performing Executive's duties with the Company or on Executive's own time, but only insofar as the Inventions are related to Executive's work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon. Executive will keep full and complete written records (the "
Records
"), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and Executive will surrender them upon the termination of Service, or upon the Company's request. Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to Executive's Service, together with the right to file, in Executive's name or in the name of the Company (or its designee), applications for patents and equivalent rights (the "
Applications
"). Executive will, at any time during and subsequent to Executive's Service, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company's rights in the Inventions, all without additional compensation to Executive from the Company. Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for the Company's benefit, all without additional compensation to Executive from the Company, but entirely at the Company's expense.
|
b.
|
In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise
|
7.
|
RETURN OF COMPANY PROPERTY.
On the date of Executive's termination of Service with the Company for any reason (or at any time prior thereto at the Company's request), Executive shall return all property belonging to the Company (including, but not limited to, any Company-provided laptops, computers, cell phones, wireless electronic mail devices or other equipment, or documents and property belonging to the Company).
|
8.
|
REASONABLENESS OF COVENANTS.
In signing this Agreement, including by electronic means, Executive gives the Company assurance that Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed by it. Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by the restraints. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive further covenants that Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Agreement, and that Executive will reimburse the Company for all costs (including reasonable attorneys' fees) incurred in connection with any action to enforce any of the provisions of this Agreement if either the Company prevails on any material issue involved in such dispute or if Executive challenges the reasonableness or enforceability of any of the provisions of this Agreement.
It is also agreed that the "Company" as used in this Agreement refers to each of the
|
9.
|
REFORMATION.
If it is determined by a court of competent jurisdiction in any state or country that any restriction in this Agreement is excessive in duration or scope or is unreasonable or unenforceable under applicable law, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the laws of that state or country.
|
10.
|
REMEDIES
. Executive acknowledges and agrees that the Company's remedies at law for a breach or threatened breach of any of the provisions of Agreement would be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond or other security, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available, without the necessity of showing actual monetary damages, in addition to any other equitable relief (including without limitation an accounting and/or disgorgement) and/or any other damages as a matter of law.
|
11.
|
REPURCHASE
. Executive acknowledges and agrees that a breach of this Agreement would constitute a "Covenant Breach" as such term is used in the Omnibus Plan and therefore, in the event of a Covenant Breach, Executive's PSUs and the Shares issued in payment thereof (as such terms are defined in the Omnibus Plan) shall be subject to repurchase by The Kraft Heinz Company in accordance with the terms of the Omnibus Plan.
|
12.
|
TOLLING.
In the event of any violation of the provisions of this Agreement, Executive acknowledges and agrees that the post-termination restrictions contained in this Agreement shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation.
|
13.
|
SURVIVAL OF PROVISIONS.
The obligations contained in this Agreement
hereof shall survive the termination or expiration of the Executive's Service with the Company and shall be fully enforceable thereafter.
|
14.
|
VENUE, PERSONAL JURISDICTION, AND COVENANT NOT TO SUE
. Executive expressly agrees to submit to the exclusive jurisdiction and exclusive venue of courts located in the State of Delaware in connection with any litigation which may be brought with respect to a dispute between the Company and Executive in relation
|
a)
|
Permanent Investment: If you determine that your investment will be permanent (
i.e.,
because you wish to remain a shareholder), you will be required to register such investment with the Central Bank, regardless of its value.
|
b)
|
Temporary / Financial Investment: If, on the other hand, you determine that your investment will be temporary (and therefore considered a “financial investment” under applicable regulations), you will be required to register such investment with the Central Bank only if the aggregate value of the investment (as of December 31 for each year) is equal to or greater than US$500,000.
|
Subsidiary
|
|
State or Country
|
Alimentos Heinz de Costa Rica S.A.
|
|
Costa Rica
|
Alimentos Heinz, C.A.
|
|
Venezuela
|
Asian Home Gourmet Pte. Ltd
|
|
Singapore
|
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
|
Cerebos Australia Ltd.
|
|
Australia
|
Cerebos Gregg’s Ltd.
|
|
New Zealand
|
Cerebos Skellerop Ltd.
|
|
New Zealand
|
Churny Company, Inc.
|
|
Delaware
|
Claussen Pickle Co.
|
|
Delaware
|
Comercializadora Heinz de Panama SCA
|
|
Panama
|
Country Ford Development Limited
|
|
China
|
Delimex de Mexico S.A. de C.V.
|
|
Mexico
|
Delta Incorporated Limited
|
|
British Virgin Islands
|
Devour Foods LLC
|
|
Delaware
|
Distribuidora Heinz Caracas, C.A.
|
|
Venezuela
|
Distribuidora Heinz Maracaibo, C.A.
|
|
Venezuela
|
evolv group llc
|
|
Delaware
|
evolv ventures llc
|
|
Delaware
|
Fall Ridge Partners LLP
|
|
United Kingdom
|
Foodstar (China) Investments Company Limited
|
|
China
|
Foodstar (Shanghai) Foods Co. Ltd.
|
|
China
|
Foodstar Holdings Pte Ltd.
|
|
Singapore
|
Fruitlove LLC
|
|
Delaware
|
Fundacion Heinz
|
|
Venezuela
|
Garland BBQ Company
|
|
Delaware
|
Gevalia Kaffe LLC
|
|
Delaware
|
Golden Circle Limited
|
|
Australia
|
H. J. Heinz Belgium S.A.
|
|
Belgium
|
H. J. Heinz Company Brands LLC
|
|
Delaware
|
H. J. Heinz Global Holding B.V.
|
|
Netherlands
|
H. J. Heinz Nigeria Limited
|
|
Nigeria
|
H.J HEINZ GLOBAL HOLDING LLC
|
|
Delaware
|
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 (Ireland)
|
|
Ireland
|
H.J. Heinz Company Limited
|
|
United Kingdom
|
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 Global Holding B.V.
|
|
Netherlands
|
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 Polska Sp. z o.o.
|
|
Poland
|
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
|
|
United Arab Emirates
|
Heinz ASEAN Pte. Ltd.
|
|
Singapore
|
Heinz Brasil, S.A.
|
|
Brazil
|
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.à r.l
|
|
Luxembourg
|
Heinz Foreign Investment Company
|
|
Idaho
|
Heinz Frozen & Chilled Foods B.V.
|
|
Netherlands
|
Heinz Gida Anonim Sirketi
|
|
Turkey
|
Heinz Hong Kong Limited
|
|
China
|
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.
|
|
South 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 Produzioni Alimentari SRL
|
|
Italy
|
Heinz Purchasing Company
|
|
Delaware
|
Heinz Qingdao Food Co., Ltd.
|
|
China
|
Heinz Sales & Marketing (MALAYSIA) SDN. BHD.
|
|
Malaysia
|
Heinz Shanghai Enterprise Services Co, Ltd.
|
|
China
|
Heinz Single Service Limited
|
|
United Kingdom
|
Heinz South Africa (Pty.) Ltd.
|
|
South Africa
|
Heinz Thailand Limited
|
|
Delaware
|
Heinz Transatlantic Holding LLC
|
|
Delaware
|
Heinz UFE Ltd.
|
|
China
|
Heinz Vietnam Company Limited
|
|
Vietnam
|
Heinz Wattie's Limited
|
|
New Zealand
|
Heinz Wattie's Pty Ltd
|
|
Australia
|
Heinz Wattie’s Japan YK
|
|
Japan
|
Heinz-Noble, Inc.
|
|
Arizona
|
Helco Services Limited
|
|
United Kingdom
|
Highview Atlantic Finance (Barbados) SRL
|
|
Barbados
|
HJH Development Corporation
|
|
Delaware
|
HJH Overseas L.L.C.
|
|
Delaware
|
Horizon FZCO
|
|
United Arab Emirates
|
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
|
International Gourmet Specialties LLC
|
|
Delaware
|
International Spirits Recipes, LLC
|
|
Delaware
|
Istituto Scotti Bassani per la Ricerca e l'Informazione Scientifica e Nutrizionale
|
|
Italy
|
Jacobs Road Limited
|
|
Cayman Islands
|
Kaiping Guanghe Fermented Bean Curd Co. Ltd.
|
|
China
|
Kaiping Jiashili Dried Fruit and Nuts Co. Ltd.
|
|
China
|
Kaiping Weishida Seasonings Co. Ltd.
|
|
China
|
KFG Management Services LLC
|
|
Delaware
|
KH Gustav LLC
|
|
Delaware
|
KHFC Luxembourg Holdings S.à r.l
|
|
Luxembourg
|
Koninklijke De Ruijter B.V.
|
|
Netherlands
|
Kraft Foods Group Brands LLC
|
|
Delaware
|
Kraft Foods Group Exports LLC
|
|
Delaware
|
Kraft Foods Group Netherlands Holding B.V.
|
|
Netherlands
|
Kraft Foods Group Puerto Rico LLC
|
|
Puerto Rico
|
Kraft Heinz (Barbados) SRL
|
|
Barbados
|
Kraft Heinz (Ireland) Ltd
|
|
Ireland
|
Kraft Heinz Amsterdam B.V.
|
|
Netherlands
|
Kraft Heinz Argentina S.R.L.
|
|
Argentina
|
Kraft Heinz Australia Pty Limited
|
|
Australia
|
Kraft Heinz Brasil Participações LTDA
|
|
Brazil
|
Kraft Heinz Canada ULC
|
|
Canada
|
KRAFT HEINZ CHILE LIMITADA
|
|
Chile
|
Kraft Heinz Foods Company
|
|
Pennsylvania
|
Kraft Heinz Foods Company L.P.
|
|
Canada
|
Kraft Heinz Foods Luxembourg Holdings S.à r.l
|
|
Luxembourg
|
Kraft Heinz Gustav C.V.
|
|
Netherlands
|
Kraft Heinz Global Finance B.V.
|
|
Netherlands
|
Kraft Heinz Holding LLC
|
|
Delaware
|
Kraft Heinz Holding C.V.
|
|
Netherlands
|
Kraft Heinz India Private Limited
|
|
India
|
Kraft Heinz Ingredients Corp.
|
|
Delaware
|
Kraft Heinz Intermediate Corporation I
|
|
Delaware
|
Kraft Heinz Intermediate Corporation II
|
|
Delaware
|
Kraft Heinz International B.V.
|
|
Netherlands
|
Kraft Heinz Investment Company LLC
|
|
Delaware
|
Kraft Heinz NoMa B.V.
|
|
Netherlands
|
Kraft Heinz Sewickley C.V.
|
|
Netherlands
|
Kraft Heinz UK Limited
|
|
United Kingdom
|
Kraft Heinz Yangjiang Foods Co., Ltd.
|
|
China
|
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
|
|
Russia
|
LLC Ivanovsky Kombinat Detskogo Pitaniya
|
|
Russia
|
Master Chef Limited
|
|
New Zealand
|
Mealtime Stories, LLC
|
|
Delaware
|
MILKSUN, spol. s.r.o.
|
|
Slovakia
|
Nanjing Jilun Seasoning Products Pte. Ltd.
|
|
China
|
Nature's Delicious Foods Group LLC
|
|
Delaware
|
Noble Insurance Company Limited
|
|
Ireland
|
O.R.A. LLC
|
|
California
|
P.T. Heinz ABC Indonesia
|
|
Indonesia
|
Petroproduct-Otradnoye Ltd.
|
|
Russia
|
Phenix Management Corporation
|
|
Delaware
|
Pollio Italian Cheese Company
|
|
Delaware
|
PPK Ltd.
|
|
Russia
|
Pro-Share Limited
|
|
United Kingdom
|
Pudliszki Sp. z o.o.
|
|
Poland
|
Renee's Gourmet Foods Inc.
|
|
Canada
|
RINC Ltd.
|
|
Israel
|
Salpak Pty Ltd.
|
|
Australia
|
Seven Seas Foods, Inc.
|
|
Delaware
|
Sewickley LLC
|
|
Delaware
|
The Bold Butcher LLC
|
|
Delaware
|
The Kraft Heinz Company Foundation
|
|
Illinois
|
The Yuban Coffee Company
|
|
Delaware
|
Thompson & Hills Limited
|
|
New Zealand
|
TNCOR Ltd.
|
|
Israel
|
Top Taste Company Limited
|
|
New Zealand
|
Tsai Weng Ping Incorporated Limited
|
|
British Virgin Islands
|
Weishida (Nanjing) Foods Co. Ltd.
|
|
China
|
Wellio, Inc.
|
|
Delaware
|
Wexford LLC
|
|
Delaware
|
WW Foods, LLC
|
|
Delaware
|
Signature
|
Title
|
Date
|
|
|
|
/s/ Bernardo Hees
|
Chief Executive Officer
|
June 5, 2019
|
Bernardo Hees
|
(Principal Executive Officer)
|
|
|
|
|
/s/ David H. Knopf
|
Executive Vice President and Chief Financial Officer
|
June 5, 2019
|
David H. Knopf
|
(Principal Financial Officer)
|
|
|
|
|
/s/ Vince Garlati
|
Vice President, Global Controller
|
June 5, 2019
|
Vince Garlati
|
(Principal Accounting Officer)
|
|
|
|
|
/s/ Alexandre Behring
|
Chairman of the Board
|
June 5, 2019
|
Alexandre Behring
|
|
|
|
|
|
/s/ John T. Cahill
|
Vice Chairman of the Board
|
June 5, 2019
|
John T. Cahill
|
|
|
|
|
|
/s/ Gregory E. Abel
|
Director
|
June 5, 2019
|
Gregory E. Abel
|
|
|
|
|
|
/s/ Tracy Britt Cool
|
Director
|
June 5, 2019
|
Tracy Britt Cool
|
|
|
|
|
|
/s/ Feroz Dewan
|
Director
|
June 5, 2019
|
Feroz Dewan
|
|
|
|
|
|
/s/ Jeanne P. Jackson
|
Director
|
June 5, 2019
|
Jeanne P. Jackson
|
|
|
|
|
|
/s/ Jorge Paulo Lemann
|
Director
|
June 5, 2019
|
Jorge Paulo Lemann
|
|
|
|
|
|
/s/ John C. Pope
|
Director
|
June 5, 2019
|
John C. Pope
|
|
|
|
|
|
/s/ Marcel Herrmann Telles
|
Director
|
June 5, 2019
|
Marcel Herrmann Telles
|
|
|
|
|
|
/s/ Alexandre Van Damme
|
Director
|
June 5, 2019
|
Alexandre Van Damme
|
|
|
|
|
|
/s/ George Zoghbi
|
Director
|
June 5, 2019
|
George Zoghbi
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K for the period ended
December 29, 2018
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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer 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 period ended
December 29, 2018
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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer 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/ David H. Knopf
|
|
David H. Knopf
|
|
Executive Vice President and Chief Financial Officer
|
1.
|
The Company’s Annual Report on Form 10-K for the period ended
December 29, 2018
(the “Form 10-K”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; 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 period ended
December 29, 2018
(the “Form 10-K”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; 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/ David H. Knopf
|
Name:
|
David H. Knopf
|
Title:
|
Executive Vice President and Chief Financial Officer
|