☒
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
46-2078182
|
||
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
||
One PPG Place,
|
Pittsburgh,
|
Pennsylvania
|
|
15222
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
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
|
☒
|
|
Accelerated filer
|
☐
|
|
|
|
Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
☐
|
|
Emerging growth company
|
☐
|
|
|
Majority Owned and Licensed Trademarks
|
United States
|
|
Kraft, Oscar Mayer, Heinz, Philadelphia, Lunchables, Velveeta, Planters, Maxwell House, Capri Sun*, Kool-Aid, Ore-Ida, Jell-O
|
Canada
|
|
Kraft, Heinz, Philadelphia, Maxwell House, Classico, McCafe*, Tassimo*
|
EMEA
|
|
Heinz, Plasmon, Pudliszki, Honig, HP, Benedicta, Kraft, Karvan Cevitam
|
Rest of World
|
|
Heinz, ABC, Master, Kraft, Quero, Golden Circle, Wattie's
|
•
|
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 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
|||
Condiments and sauces
|
26
|
%
|
|
26
|
%
|
|
25
|
%
|
Cheese and dairy
|
20
|
%
|
|
20
|
%
|
|
21
|
%
|
Ambient foods
|
10
|
%
|
|
10
|
%
|
|
10
|
%
|
Meats and seafood
|
10
|
%
|
|
10
|
%
|
|
10
|
%
|
Frozen and chilled foods
|
9
|
%
|
|
10
|
%
|
|
10
|
%
|
Name
|
|
Age
|
|
Title
|
Miguel Patricio
|
|
53
|
|
Chief Executive Officer
|
Paulo Basilio
|
|
45
|
|
Global Chief Financial Officer
|
Carlos Abrams-Rivera
|
|
52
|
|
U.S. Zone President
|
Nina Barton
|
|
46
|
|
Chief Growth Officer
|
Bruno Keller
|
|
38
|
|
Zone President Canada
|
Rashida La Lande
|
|
46
|
|
Senior Vice President, Global General Counsel and Head of CSR and Government Affairs; Corporate Secretary
|
Rafael Oliveira
|
|
45
|
|
Zone President International
|
Flavio Torres
|
|
50
|
|
Head of Global Operations
|
•
|
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 the majority 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
|
1
|
|
1
|
EMEA
|
13
|
|
—
|
Rest of World
|
26
|
|
1
|
|
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
|
|
|||
December 27, 2019
|
51.78
|
|
|
171.50
|
|
|
157.80
|
|
|
|
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
|
||||||
9/29/2019 - 11/2/2019
|
|
15,166
|
|
|
$
|
27.84
|
|
|
—
|
|
|
$
|
—
|
|
11/3/2019 - 11/30/2019
|
|
128,625
|
|
|
32.19
|
|
|
—
|
|
|
—
|
|
||
12/1/2019 - 12/28/2019
|
|
43,491
|
|
|
31.48
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
187,282
|
|
|
|
|
—
|
|
|
|
(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.
|
(a)
|
The increase in net sales in 2016 compared to the prior year was primarily driven by the 2015 Merger.
|
(b)
|
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 10, Income Taxes, in Item 8, Financial Statements and Supplementary Data, for additional information.
|
(c)
|
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 9, Goodwill and Intangible Assets, 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 2019 compared to 2018, were primarily driven by higher non-cash impairment losses in 2018. See Note 9, Goodwill and Intangible Assets, in Item 8, Financial Statements and Supplementary Data, for additional information.
|
(e)
|
Amounts exclude the current portion of long-term debt.
|
(f)
|
On June 7, 2016, we redeemed all outstanding shares of our 9.00% cumulative compounding preferred stock, Series A. 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, in our Annual Report on Form 10-K for the year ended December 29, 2018 for additional information.
|
(g)
|
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.
|
|
December 28, 2019
|
|
December 29, 2018
|
|
% Change
|
|||||
|
(in millions, except per share data)
|
|
|
|||||||
Net sales
|
$
|
24,977
|
|
|
$
|
26,268
|
|
|
(4.9
|
)%
|
Operating income/(loss)
|
3,070
|
|
|
(10,205
|
)
|
|
130.1
|
%
|
||
Net income/(loss) attributable to common shareholders
|
1,935
|
|
|
(10,192
|
)
|
|
119.0
|
%
|
||
Diluted EPS
|
1.58
|
|
|
(8.36
|
)
|
|
118.9
|
%
|
|
December 28, 2019
|
|
December 29, 2018
|
|
% Change
|
|||||
|
(in millions)
|
|
|
|||||||
Net sales
|
$
|
24,977
|
|
|
$
|
26,268
|
|
|
(4.9
|
)%
|
Organic Net Sales(a)
|
24,961
|
|
|
25,393
|
|
|
(1.7
|
)%
|
(a)
|
Organic Net Sales is a non-GAAP financial measure. See the Non-GAAP Financial Measures section at the end of this item.
|
|
December 28, 2019
|
|
December 29, 2018
|
|
% Change
|
|||||
|
(in millions)
|
|
|
|||||||
Operating income/(loss)
|
$
|
3,070
|
|
|
$
|
(10,205
|
)
|
|
130.1
|
%
|
Net income/(loss) attributable to common shareholders
|
1,935
|
|
|
(10,192
|
)
|
|
119.0
|
%
|
||
Adjusted EBITDA(a)
|
6,064
|
|
|
7,024
|
|
|
(13.7
|
)%
|
(a)
|
Adjusted EBITDA is a non-GAAP financial measure. See the Non-GAAP Financial Measures section at the end of this item.
|
•
|
Other expense/(income) was $952 million of income in 2019 compared to $168 million of income in 2018. This increase was primarily driven by a $420 million net gain on sales of businesses in 2019 compared to a $15 million loss on sale of our South Africa subsidiary in 2018, a $162 million non-cash settlement charge in the prior year related to the wind-up of our Canadian salaried and Canadian hourly defined benefit pension plans, and a $136 million decrease in nonmonetary currency devaluation losses related to our Venezuelan operations as compared to the prior year period. The $420 million net gain on sales of businesses in 2019 consisted of a $249 million gain on the sale of Heinz India Private Limited (“Heinz India”) (“Heinz India Transaction”), a $242 million gain on the sale of certain assets in our natural cheese business in Canada (“Canada Natural Cheese Transaction”), and a $71 million loss on an anticipated sale of a subsidiary within our Rest of World segment.
|
•
|
The effective tax rate was 27.4% in 2019 on pre-tax income compared to 9.4% in 2018 on a pre-tax loss. The 2019 effective tax rate was higher primarily driven by lower non-deductible goodwill impairments, partially offset by a more favorable geographic mix of pre-tax income in various non-U.S. jurisdictions and a decrease in unfavorable rate reconciling items. Current year unfavorable impacts primarily related to non-deductible goodwill impairments, the impact of the federal tax on global intangible low-taxed income (“GILTI”), an increase in uncertain tax position reserves, the establishment of certain state valuation allowance reserves, and the tax impacts from the Heinz India and Canada Natural Cheese Transactions. These impacts were partially offset by the reversal of certain withholding tax obligations and changes in estimates of certain 2018 U.S. income and deductions.
|
•
|
Interest expense was $1.4 billion in 2019 compared to $1.3 billion in 2018. This increase was primarily driven by a $98 million loss on extinguishment of debt recognized in connection with our debt tender offers and redemptions completed in 2019. Excluding the impact of the loss on extinguishment of debt, interest expense was generally flat as compared to the prior year period.
|
|
December 28, 2019
|
|
December 29, 2018
|
|
% Change
|
|||||
|
(in millions, except per share data)
|
|
|
|||||||
Diluted EPS
|
$
|
1.58
|
|
|
$
|
(8.36
|
)
|
|
118.9
|
%
|
Adjusted EPS(a)
|
2.85
|
|
|
3.51
|
|
|
(18.8
|
)%
|
(a)
|
Adjusted EPS is a non-GAAP financial measure. See the Non-GAAP Financial Measures section at the end of this item.
|
|
December 28, 2019
|
|
December 29, 2018
|
|
$ Change
|
|
% Change
|
|||||||
Diluted EPS
|
$
|
1.58
|
|
|
$
|
(8.36
|
)
|
|
$
|
9.94
|
|
|
118.9
|
%
|
Integration and restructuring expenses
|
0.07
|
|
|
0.32
|
|
|
(0.25
|
)
|
|
|
||||
Deal costs
|
0.02
|
|
|
0.02
|
|
|
—
|
|
|
|
||||
Unrealized losses/(gains) on commodity hedges
|
(0.04
|
)
|
|
0.01
|
|
|
(0.05
|
)
|
|
|
||||
Impairment losses
|
1.38
|
|
|
11.28
|
|
|
(9.90
|
)
|
|
|
||||
Losses/(gains) on sale of business
|
(0.23
|
)
|
|
0.01
|
|
|
(0.24
|
)
|
|
|
||||
Other losses/(gains) related to acquisitions and divestitures
|
—
|
|
|
0.02
|
|
|
(0.02
|
)
|
|
|
||||
Nonmonetary currency devaluation
|
0.01
|
|
|
0.12
|
|
|
(0.11
|
)
|
|
|
||||
Debt prepayment and extinguishment costs
|
0.06
|
|
|
—
|
|
|
0.06
|
|
|
|
||||
U.S. Tax Reform discrete income tax expense/(benefit)
|
—
|
|
|
0.09
|
|
|
(0.09
|
)
|
|
|
||||
Adjusted EPS(a)
|
$
|
2.85
|
|
|
$
|
3.51
|
|
|
$
|
(0.66
|
)
|
|
(18.8
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Key drivers of change in Adjusted EPS(a):
|
|
|
|
|
|
|
|
|||||||
Results of operations
|
|
|
|
|
$
|
(0.64
|
)
|
|
|
|||||
Results of divested operations
|
|
|
|
|
(0.05
|
)
|
|
|
||||||
Interest expense
|
|
|
|
|
0.01
|
|
|
|
||||||
Other expense/(income)
|
|
|
|
|
0.02
|
|
|
|
||||||
|
|
|
|
|
$
|
(0.66
|
)
|
|
|
(a)
|
Adjusted EPS is a non-GAAP financial measure. See the Non-GAAP Financial Measures section at the end of this item.
|
|
December 28, 2019
|
|
December 29, 2018
|
||||
|
(in millions)
|
||||||
Net sales:
|
|
|
|
||||
United States
|
$
|
17,756
|
|
|
$
|
18,122
|
|
Canada
|
1,882
|
|
|
2,173
|
|
||
EMEA
|
2,551
|
|
|
2,718
|
|
||
Rest of World
|
2,788
|
|
|
3,255
|
|
||
Total net sales
|
$
|
24,977
|
|
|
$
|
26,268
|
|
|
December 28, 2019
|
|
December 29, 2018
|
||||
|
(in millions)
|
||||||
Organic Net Sales(a):
|
|
|
|
||||
United States
|
$
|
17,756
|
|
|
$
|
18,122
|
|
Canada
|
1,700
|
|
|
1,732
|
|
||
EMEA
|
2,666
|
|
|
2,697
|
|
||
Rest of World
|
2,839
|
|
|
2,842
|
|
||
Total Organic Net Sales
|
$
|
24,961
|
|
|
$
|
25,393
|
|
(a)
|
Organic Net Sales is a non-GAAP financial measure. See the Non-GAAP Financial Measures section at the end of this item.
|
|
Net Sales
|
|
Currency
|
|
Acquisitions and Divestitures
|
|
Organic Net Sales
|
|
Price
|
|
Volume/Mix
|
||
2019 Compared to 2018
|
|
|
|
|
|
|
|
|
|
|
|
||
United States
|
(2.0
|
)%
|
|
0.0 pp
|
|
0.0 pp
|
|
(2.0
|
)%
|
|
0.4 pp
|
|
(2.4) pp
|
Canada
|
(13.4
|
)%
|
|
(2.1) pp
|
|
(9.4) pp
|
|
(1.9
|
)%
|
|
(3.4) pp
|
|
1.5 pp
|
EMEA
|
(6.2
|
)%
|
|
(4.3) pp
|
|
(0.7) pp
|
|
(1.2
|
)%
|
|
0.0 pp
|
|
(1.2) pp
|
Rest of World
|
(14.3
|
)%
|
|
(10.3) pp
|
|
(3.9) pp
|
|
(0.1
|
)%
|
|
1.2 pp
|
|
(1.3) pp
|
Kraft Heinz
|
(4.9
|
)%
|
|
(1.9) pp
|
|
(1.3) pp
|
|
(1.7
|
)%
|
|
0.1 pp
|
|
(1.8) pp
|
|
December 28, 2019
|
|
December 29, 2018
|
||||
|
(in millions)
|
||||||
Segment Adjusted EBITDA:
|
|
|
|
||||
United States
|
$
|
4,809
|
|
|
$
|
5,218
|
|
Canada
|
487
|
|
|
608
|
|
||
EMEA
|
661
|
|
|
724
|
|
||
Rest of World
|
363
|
|
|
635
|
|
||
General corporate expenses
|
(256
|
)
|
|
(161
|
)
|
||
Depreciation and amortization (excluding integration and restructuring expenses)
|
(985
|
)
|
|
(919
|
)
|
||
Integration and restructuring expenses
|
(102
|
)
|
|
(297
|
)
|
||
Deal costs
|
(19
|
)
|
|
(23
|
)
|
||
Unrealized gains/(losses) on commodity hedges
|
57
|
|
|
(21
|
)
|
||
Impairment losses
|
(1,899
|
)
|
|
(15,936
|
)
|
||
Equity award compensation expense (excluding integration and restructuring expenses)
|
(46
|
)
|
|
(33
|
)
|
||
Operating income
|
3,070
|
|
|
(10,205
|
)
|
||
Interest expense
|
1,361
|
|
|
1,284
|
|
||
Other expense/(income)
|
(952
|
)
|
|
(168
|
)
|
||
Income/(loss) before income taxes
|
$
|
2,661
|
|
|
$
|
(11,321
|
)
|
|
December 28, 2019
|
|
December 29, 2018
|
|
% Change
|
|||||
|
(in millions)
|
|
|
|||||||
Net sales
|
$
|
17,756
|
|
|
$
|
18,122
|
|
|
(2.0
|
)%
|
Organic Net Sales(a)
|
17,756
|
|
|
18,122
|
|
|
(2.0
|
)%
|
||
Segment Adjusted EBITDA
|
4,809
|
|
|
5,218
|
|
|
(7.8
|
)%
|
(a)
|
Organic Net Sales is a non-GAAP financial measure. See the Non-GAAP Financial Measures section at the end of this item.
|
|
December 28, 2019
|
|
December 29, 2018
|
|
% Change
|
|||||
|
(in millions)
|
|
|
|||||||
Net sales
|
$
|
1,882
|
|
|
$
|
2,173
|
|
|
(13.4
|
)%
|
Organic Net Sales(a)
|
1,700
|
|
|
1,732
|
|
|
(1.9
|
)%
|
||
Segment Adjusted EBITDA
|
487
|
|
|
608
|
|
|
(19.9
|
)%
|
(a)
|
Organic Net Sales is a non-GAAP financial measure. See the Non-GAAP Financial Measures section at the end of this item.
|
|
December 28, 2019
|
|
December 29, 2018
|
|
% Change
|
|||||
|
(in millions)
|
|
|
|||||||
Net sales
|
$
|
2,551
|
|
|
$
|
2,718
|
|
|
(6.2
|
)%
|
Organic Net Sales(a)
|
2,666
|
|
|
2,697
|
|
|
(1.2
|
)%
|
||
Segment Adjusted EBITDA
|
661
|
|
|
724
|
|
|
(8.7
|
)%
|
(a)
|
Organic Net Sales is a non-GAAP financial measure. See the Non-GAAP Financial Measures section at the end of this item.
|
|
December 28, 2019
|
|
December 29, 2018
|
|
% Change
|
|||||
|
(in millions)
|
|
|
|||||||
Net sales
|
$
|
2,788
|
|
|
$
|
3,255
|
|
|
(14.3
|
)%
|
Organic Net Sales(a)
|
2,839
|
|
|
2,842
|
|
|
(0.1
|
)%
|
||
Segment Adjusted EBITDA
|
363
|
|
|
635
|
|
|
(42.8
|
)%
|
(a)
|
Organic Net Sales is a non-GAAP financial measure. See the Non-GAAP Financial Measures section at the end of this item.
|
|
Goodwill or Brand Carrying Amount
(in billions) |
|
Discount Rate
|
|
Long-Term Growth Rate
|
|
Royalty Rate
|
||||||||||||||
|
|
Minimum
|
|
Maximum
|
|
Minimum
|
|
Maximum
|
|
Minimum
|
|
Maximum
|
|||||||||
Reporting units
|
$
|
32.4
|
|
|
6.8
|
%
|
|
10.3
|
%
|
|
1.0
|
%
|
|
4.0
|
%
|
|
|
|
|
||
Brands
(excess earnings method)
|
19.4
|
|
|
7.7
|
%
|
|
7.8
|
%
|
|
0.8
|
%
|
|
2.0
|
%
|
|
|
|
|
|||
Brands
(relief from royalty method)
|
6.8
|
|
|
7.0
|
%
|
|
10.7
|
%
|
|
0.5
|
%
|
|
3.5
|
%
|
|
7.0
|
%
|
|
20.0
|
%
|
|
Goodwill or Brand Carrying Amount
(in billions) |
|
Discount Rate
|
|
Long-Term Growth Rate
|
|
Royalty Rate
|
||||||||||||||
|
|
Minimum
|
|
Maximum
|
|
Minimum
|
|
Maximum
|
|
Minimum
|
|
Maximum
|
|||||||||
Reporting units
|
$
|
0.7
|
|
|
6.5
|
%
|
|
11.3
|
%
|
|
2.5
|
%
|
|
3.5
|
%
|
|
|
|
|
||
Brands
(excess earnings method)
|
3.3
|
|
|
7.8
|
%
|
|
7.8
|
%
|
|
1.0
|
%
|
|
1.0
|
%
|
|
|
|
|
|||
Brands
(relief from royalty method)
|
0.4
|
|
|
7.6
|
%
|
|
10.3
|
%
|
|
1.3
|
%
|
|
4.0
|
%
|
|
1.0
|
%
|
|
17.0
|
%
|
|
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
|
$
|
(5.5
|
)
|
|
$
|
6.6
|
|
|
$
|
2.7
|
|
|
$
|
(2.4
|
)
|
|
|
|
|
||||
Brands (excess earnings method)
|
(1.4
|
)
|
|
1.7
|
|
|
0.6
|
|
|
(0.6
|
)
|
|
|
|
|
||||||||
Brands (relief from royalty method)
|
(0.5
|
)
|
|
0.6
|
|
|
0.2
|
|
|
(0.2
|
)
|
|
$
|
0.6
|
|
|
$
|
(0.6
|
)
|
|
Discount Rate
|
|
Long-Term Growth Rate
|
|
Royalty Rate
|
||||||||||||||||||
|
50-Basis-Point
|
|
100-Basis-Point
|
||||||||||||||||||||
|
Increase
|
|
Decrease
|
|
Increase
|
|
Decrease
|
|
Increase
|
|
Decrease
|
||||||||||||
Reporting units
|
$
|
(0.2
|
)
|
|
$
|
0.2
|
|
|
$
|
0.1
|
|
|
$
|
(0.1
|
)
|
|
|
|
|
||||
Brands (excess earnings method)
|
(0.3
|
)
|
|
0.3
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
|
|
|
||||||||
Brands (relief from royalty method)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
0.1
|
|
|
$
|
(0.1
|
)
|
|
One-Percentage-Point
|
||||||
|
Increase
|
|
(Decrease)
|
||||
Effect on annual service and interest cost
|
$
|
3
|
|
|
$
|
(2
|
)
|
Effect on postretirement benefit obligation
|
55
|
|
|
(47
|
)
|
|
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
|
|
|
$
|
(27
|
)
|
|
$
|
8
|
|
|
$
|
(5
|
)
|
Effect of change in expected rate of return on plan assets on pension costs
|
(47
|
)
|
|
47
|
|
|
(28
|
)
|
|
28
|
|
||||
Effect of change in discount rate on postretirement costs
|
(8
|
)
|
|
6
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
Effect of change in expected rate of return on plan assets on postretirement costs
|
(11
|
)
|
|
11
|
|
|
—
|
|
|
—
|
|
|
Payments Due
|
|||||||||||||
|
2020
|
|
2021-2022
|
|
2023-2024
|
|
2025 and Thereafter
|
|
Total
|
|||||
Long-term debt(a)
|
2,222
|
|
|
5,394
|
|
|
4,434
|
|
|
35,773
|
|
|
47,823
|
|
Finance leases(b)
|
33
|
|
|
96
|
|
|
17
|
|
|
80
|
|
|
226
|
|
Operating leases(c)
|
163
|
|
|
210
|
|
|
108
|
|
|
156
|
|
|
637
|
|
Purchase obligations(d)
|
1,324
|
|
|
1,038
|
|
|
493
|
|
|
89
|
|
|
2,944
|
|
Other long-term liabilities(e)
|
47
|
|
|
87
|
|
|
125
|
|
|
155
|
|
|
414
|
|
Total
|
3,789
|
|
|
6,825
|
|
|
5,177
|
|
|
36,253
|
|
|
52,044
|
|
(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 28, 2019.
|
(b)
|
Amounts represent the expected cash payments of our finance leases, including expected cash payments of interest expense.
|
(c)
|
Operating leases represent the minimum rental commitments under non-cancellable operating leases net of sublease income.
|
(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.
|
|
Net Sales
|
|
Currency
|
|
Acquisitions and Divestitures
|
|
Organic Net Sales
|
|
Price
|
|
Volume/Mix
|
||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
17,756
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,756
|
|
|
|
|
|
Canada
|
1,882
|
|
|
(45
|
)
|
|
227
|
|
|
1,700
|
|
|
|
|
|
||||
EMEA
|
2,551
|
|
|
(115
|
)
|
|
—
|
|
|
2,666
|
|
|
|
|
|
||||
Rest of World
|
2,788
|
|
|
(102
|
)
|
|
51
|
|
|
2,839
|
|
|
|
|
|
||||
Kraft Heinz
|
$
|
24,977
|
|
|
$
|
(262
|
)
|
|
$
|
278
|
|
|
$
|
24,961
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
18,122
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,122
|
|
|
|
|
|
Canada
|
2,173
|
|
|
—
|
|
|
441
|
|
|
1,732
|
|
|
|
|
|
||||
EMEA
|
2,718
|
|
|
—
|
|
|
21
|
|
|
2,697
|
|
|
|
|
|
||||
Rest of World
|
3,255
|
|
|
243
|
|
|
170
|
|
|
2,842
|
|
|
|
|
|
||||
Kraft Heinz
|
$
|
26,268
|
|
|
$
|
243
|
|
|
$
|
632
|
|
|
$
|
25,393
|
|
|
|
|
|
|
Net Sales
|
|
Currency
|
|
Acquisitions and Divestitures
|
|
Organic Net Sales
|
|
Price
|
|
Volume/Mix
|
||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
18,122
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,122
|
|
|
|
|
|
Canada
|
2,173
|
|
|
(5
|
)
|
|
443
|
|
|
1,735
|
|
|
|
|
|
||||
EMEA
|
2,718
|
|
|
66
|
|
|
19
|
|
|
2,633
|
|
|
|
|
|
||||
Rest of World
|
3,255
|
|
|
(75
|
)
|
|
334
|
|
|
2,996
|
|
|
|
|
|
||||
Kraft Heinz
|
$
|
26,268
|
|
|
$
|
(14
|
)
|
|
$
|
796
|
|
|
$
|
25,486
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
18,230
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,230
|
|
|
|
|
|
Canada
|
2,177
|
|
|
—
|
|
|
430
|
|
|
1,747
|
|
|
|
|
|
||||
EMEA
|
2,585
|
|
|
—
|
|
|
56
|
|
|
2,529
|
|
|
|
|
|
||||
Rest of World
|
3,084
|
|
|
144
|
|
|
165
|
|
|
2,775
|
|
|
|
|
|
||||
Kraft Heinz
|
$
|
26,076
|
|
|
$
|
144
|
|
|
$
|
651
|
|
|
$
|
25,281
|
|
|
|
|
|
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
Net income/(loss)
|
$
|
1,933
|
|
|
$
|
(10,254
|
)
|
|
$
|
10,932
|
|
Interest expense
|
1,361
|
|
|
1,284
|
|
|
1,234
|
|
|||
Other expense/(income)
|
(952
|
)
|
|
(168
|
)
|
|
(627
|
)
|
|||
Provision for/(benefit from) income taxes
|
728
|
|
|
(1,067
|
)
|
|
(5,482
|
)
|
|||
Operating income/(loss)
|
3,070
|
|
|
(10,205
|
)
|
|
6,057
|
|
|||
Depreciation and amortization (excluding integration and restructuring expenses)
|
985
|
|
|
919
|
|
|
907
|
|
|||
Integration and restructuring expenses
|
102
|
|
|
297
|
|
|
583
|
|
|||
Deal costs
|
19
|
|
|
23
|
|
|
—
|
|
|||
Unrealized losses/(gains) on commodity hedges
|
(57
|
)
|
|
21
|
|
|
19
|
|
|||
Impairment losses
|
1,899
|
|
|
15,936
|
|
|
49
|
|
|||
Equity award compensation expense (excluding integration and restructuring expenses)
|
46
|
|
|
33
|
|
|
49
|
|
|||
Adjusted EBITDA
|
$
|
6,064
|
|
|
$
|
7,024
|
|
|
$
|
7,664
|
|
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
Diluted EPS
|
$
|
1.58
|
|
|
$
|
(8.36
|
)
|
|
$
|
8.91
|
|
Integration and restructuring expenses(a)
|
0.07
|
|
|
0.32
|
|
|
0.24
|
|
|||
Deal costs(b)
|
0.02
|
|
|
0.02
|
|
|
—
|
|
|||
Unrealized losses/(gains) on commodity hedges(c)
|
(0.04
|
)
|
|
0.01
|
|
|
0.01
|
|
|||
Impairment losses(d)
|
1.38
|
|
|
11.28
|
|
|
0.03
|
|
|||
Losses/(gains) on sale of business(e)
|
(0.23
|
)
|
|
0.01
|
|
|
—
|
|
|||
Other losses/(gains) related to acquisitions and divestitures(f)
|
—
|
|
|
0.02
|
|
|
—
|
|
|||
Nonmonetary currency devaluation(g)
|
0.01
|
|
|
0.12
|
|
|
0.03
|
|
|||
Debt prepayment and extinguishment costs(h)
|
0.06
|
|
|
—
|
|
|
—
|
|
|||
U.S. Tax Reform discrete income tax expense/(benefit)(i)
|
—
|
|
|
0.09
|
|
|
(5.72
|
)
|
|||
Adjusted EPS
|
$
|
2.85
|
|
|
$
|
3.51
|
|
|
$
|
3.50
|
|
(a)
|
Gross expenses included in integration and restructuring expenses were $108 million in 2019 ($83 million after-tax), $460 million in 2018 ($396 million after-tax) and $434 million in 2017 ($305 million after-tax) and were recorded in the following income statement line items:
|
•
|
Cost of products sold included $48 million in 2019, $194 million in 2018, and $464 million in 2017;
|
•
|
SG&A included $54 million in 2019, $103 million in 2018, and $119 million in 2017; and
|
•
|
Other expense/(income) included expense of $6 million in 2019, expense of $163 million in 2018, and income of $149 million in 2017.
|
(b)
|
Gross expenses included in deal costs were $19 million in 2019 ($18 million after-tax) and $23 million in 2018 ($19 million after-tax) and were recorded in the following income statement line items:
|
•
|
Cost of products sold included $4 million in 2018; and
|
•
|
SG&A included $19 million in 2019 and $19 million in 2018.
|
(c)
|
Gross expenses/(income) included in unrealized losses/(gains) on commodity hedges were income of $57 million in 2019 ($43 million after-tax) and expenses of $21 million in 2018 ($16 million after-tax) and $19 million in 2017 ($12 million after-tax) and were recorded in cost of products sold.
|
(d)
|
Gross impairment losses, which were recorded in SG&A, included the following:
|
•
|
Goodwill impairment losses of $1.2 billion in 2019 ($1.2 billion after-tax) and $7.0 billion in 2018 ($7.0 billion after-tax); and
|
•
|
Intangible asset impairment losses of $702 million in 2019 ($537 million after-tax), $8.9 billion in 2018 ($6.8 billion after-tax), and $49 million in 2017 ($36 million after-tax).
|
(e)
|
Gross expenses/(income) included in losses/(gains) on sale of business were income of $420 million in 2019 ($275 million after-tax) and losses of $15 million in 2018 ($15 million after-tax) and were recorded in other expense/(income).
|
(f)
|
Gross expenses/(income) included in other losses/(gains) related to acquisitions and divestitures were income of $5 million in 2019 ($5 million after-tax) and expenses of $27 million in 2018 ($15 million after-tax) and were recorded in the following income statement line items:
|
•
|
Interest expense included $1 million in 2019 and $3 million in 2018;
|
•
|
Other expense/(income) included income of $6 million in 2019 and expenses of $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 $10 million in 2019 ($10 million after-tax), $146 million in 2018 ($146 million after-tax), and $36 million in 2017 ($36 million after-tax) and were recorded in other expense/(income).
|
(h)
|
Gross expenses included in debt prepayment and extinguishment costs were $98 million in 2019 ($73 million after-tax) and were recorded in interest expense.
|
(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 10, Income Taxes, in Item 8, Financial Statements and Supplementary Data, for additional information.
|
|
December 28,
2019 |
|
December 29,
2018 |
||||
Commodity contracts
|
$
|
43
|
|
|
$
|
38
|
|
Foreign currency contracts
|
73
|
|
|
100
|
|
||
Cross-currency swap contracts
|
412
|
|
|
402
|
|
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
Net sales
|
$
|
24,977
|
|
|
$
|
26,268
|
|
|
$
|
26,076
|
|
Cost of products sold
|
16,830
|
|
|
17,347
|
|
|
17,043
|
|
|||
Gross profit
|
8,147
|
|
|
8,921
|
|
|
9,033
|
|
|||
Selling, general and administrative expenses, excluding impairment losses
|
3,178
|
|
|
3,190
|
|
|
2,927
|
|
|||
Goodwill impairment losses
|
1,197
|
|
|
7,008
|
|
|
—
|
|
|||
Intangible asset impairment losses
|
702
|
|
|
8,928
|
|
|
49
|
|
|||
Selling, general and administrative expenses
|
5,077
|
|
|
19,126
|
|
|
2,976
|
|
|||
Operating income/(loss)
|
3,070
|
|
|
(10,205
|
)
|
|
6,057
|
|
|||
Interest expense
|
1,361
|
|
|
1,284
|
|
|
1,234
|
|
|||
Other expense/(income)
|
(952
|
)
|
|
(168
|
)
|
|
(627
|
)
|
|||
Income/(loss) before income taxes
|
2,661
|
|
|
(11,321
|
)
|
|
5,450
|
|
|||
Provision for/(benefit from) income taxes
|
728
|
|
|
(1,067
|
)
|
|
(5,482
|
)
|
|||
Net income/(loss)
|
1,933
|
|
|
(10,254
|
)
|
|
10,932
|
|
|||
Net income/(loss) attributable to noncontrolling interest
|
(2
|
)
|
|
(62
|
)
|
|
(9
|
)
|
|||
Net income/(loss) attributable to common shareholders
|
$
|
1,935
|
|
|
$
|
(10,192
|
)
|
|
$
|
10,941
|
|
Per share data applicable to common shareholders:
|
|
|
|
|
|
||||||
Basic earnings/(loss)
|
$
|
1.59
|
|
|
$
|
(8.36
|
)
|
|
$
|
8.98
|
|
Diluted earnings/(loss)
|
1.58
|
|
|
(8.36
|
)
|
|
8.91
|
|
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
Net income/(loss)
|
$
|
1,933
|
|
|
$
|
(10,254
|
)
|
|
$
|
10,932
|
|
Other comprehensive income/(loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
246
|
|
|
(1,187
|
)
|
|
1,185
|
|
|||
Net deferred gains/(losses) on net investment hedges
|
1
|
|
|
284
|
|
|
(353
|
)
|
|||
Amounts excluded from the effectiveness assessment of net investment hedges
|
22
|
|
|
7
|
|
|
—
|
|
|||
Net deferred losses/(gains) on net investment hedges reclassified to net income/(loss)
|
(16
|
)
|
|
(7
|
)
|
|
—
|
|
|||
Net deferred gains/(losses) on cash flow hedges
|
(10
|
)
|
|
99
|
|
|
(113
|
)
|
|||
Amounts excluded from the effectiveness assessment of cash flow hedges
|
29
|
|
|
2
|
|
|
—
|
|
|||
Net deferred losses/(gains) on cash flow hedges reclassified to net income/(loss)
|
(41
|
)
|
|
(44
|
)
|
|
85
|
|
|||
Net actuarial gains/(losses) arising during the period
|
(70
|
)
|
|
58
|
|
|
69
|
|
|||
Prior service credits/(costs) arising during the period
|
1
|
|
|
3
|
|
|
17
|
|
|||
Net postemployment benefit losses/(gains) reclassified to net income/(loss)
|
(234
|
)
|
|
(118
|
)
|
|
(309
|
)
|
|||
Total other comprehensive income/(loss)
|
(72
|
)
|
|
(903
|
)
|
|
581
|
|
|||
Total comprehensive income/(loss)
|
1,861
|
|
|
(11,157
|
)
|
|
11,513
|
|
|||
Comprehensive income/(loss) attributable to noncontrolling interest
|
5
|
|
|
(76
|
)
|
|
(3
|
)
|
|||
Comprehensive income/(loss) attributable to common shareholders
|
$
|
1,856
|
|
|
$
|
(11,081
|
)
|
|
$
|
11,516
|
|
|
December 28, 2019
|
|
December 29, 2018
|
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,279
|
|
|
$
|
1,130
|
|
Trade receivables (net of allowances of $33 at December 28, 2019 and $24 at December 29, 2018)
|
1,973
|
|
|
2,129
|
|
||
Income taxes receivable
|
173
|
|
|
152
|
|
||
Inventories
|
2,721
|
|
|
2,667
|
|
||
Prepaid expenses
|
384
|
|
|
400
|
|
||
Other current assets
|
445
|
|
|
1,221
|
|
||
Assets held for sale
|
122
|
|
|
1,376
|
|
||
Total current assets
|
8,097
|
|
|
9,075
|
|
||
Property, plant and equipment, net
|
7,055
|
|
|
7,078
|
|
||
Goodwill
|
35,546
|
|
|
36,503
|
|
||
Intangible assets, net
|
48,652
|
|
|
49,468
|
|
||
Other non-current assets
|
2,100
|
|
|
1,337
|
|
||
TOTAL ASSETS
|
$
|
101,450
|
|
|
$
|
103,461
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Commercial paper and other short-term debt
|
$
|
6
|
|
|
$
|
21
|
|
Current portion of long-term debt
|
1,022
|
|
|
377
|
|
||
Trade payables
|
4,003
|
|
|
4,153
|
|
||
Accrued marketing
|
647
|
|
|
722
|
|
||
Interest payable
|
384
|
|
|
408
|
|
||
Other current liabilities
|
1,804
|
|
|
1,767
|
|
||
Liabilities held for sale
|
9
|
|
|
55
|
|
||
Total current liabilities
|
7,875
|
|
|
7,503
|
|
||
Long-term debt
|
28,216
|
|
|
30,770
|
|
||
Deferred income taxes
|
11,878
|
|
|
12,202
|
|
||
Accrued postemployment costs
|
273
|
|
|
306
|
|
||
Other non-current liabilities
|
1,459
|
|
|
902
|
|
||
TOTAL LIABILITIES
|
49,701
|
|
|
51,683
|
|
||
Commitments and Contingencies (Note 17)
|
|
|
|
||||
Redeemable noncontrolling interest
|
—
|
|
|
3
|
|
||
Equity:
|
|
|
|
||||
Common stock, $0.01 par value (5,000 shares authorized; 1,224 shares issued and 1,221 shares outstanding at December 28, 2019; 1,224 shares issued and 1,220 shares outstanding at December 29, 2018)
|
12
|
|
|
12
|
|
||
Additional paid-in capital
|
56,828
|
|
|
58,723
|
|
||
Retained earnings/(deficit)
|
(3,060
|
)
|
|
(4,853
|
)
|
||
Accumulated other comprehensive income/(losses)
|
(1,886
|
)
|
|
(1,943
|
)
|
||
Treasury stock, at cost (3 shares at December 28, 2019 and 4 shares at December 29, 2018)
|
(271
|
)
|
|
(282
|
)
|
||
Total shareholders' equity
|
51,623
|
|
|
51,657
|
|
||
Noncontrolling interest
|
126
|
|
|
118
|
|
||
TOTAL EQUITY
|
51,749
|
|
|
51,775
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
101,450
|
|
|
$
|
103,461
|
|
|
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) 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
|
|
|||||||
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
|
|
|||||||
Net income/(loss) excluding redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
1,935
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
1,941
|
|
|||||||
Other comprehensive income/(loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(79
|
)
|
|
—
|
|
|
7
|
|
|
(72
|
)
|
|||||||
Dividends declared-common stock ($1.60 per share)
|
—
|
|
|
(1,959
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,959
|
)
|
|||||||
Dividends declared-noncontrolling interest ($75.63 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
|||||||
Cumulative effect of accounting standards adopted in the period
|
—
|
|
|
—
|
|
|
(136
|
)
|
|
136
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Exercise of stock options, issuance of other stock awards, and other
|
—
|
|
|
64
|
|
|
(6
|
)
|
|
—
|
|
|
11
|
|
|
—
|
|
|
69
|
|
|||||||
Balance at December 28, 2019
|
$
|
12
|
|
|
$
|
56,828
|
|
|
$
|
(3,060
|
)
|
|
$
|
(1,886
|
)
|
|
$
|
(271
|
)
|
|
$
|
126
|
|
|
$
|
51,749
|
|
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income/(loss)
|
$
|
1,933
|
|
|
$
|
(10,254
|
)
|
|
$
|
10,932
|
|
Adjustments to reconcile net income/(loss) to operating cash flows:
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
994
|
|
|
983
|
|
|
1,031
|
|
|||
Amortization of postretirement benefit plans prior service costs/(credits)
|
(306
|
)
|
|
(339
|
)
|
|
(328
|
)
|
|||
Equity award compensation expense
|
46
|
|
|
33
|
|
|
46
|
|
|||
Deferred income tax provision/(benefit)
|
(293
|
)
|
|
(1,967
|
)
|
|
(6,495
|
)
|
|||
Postemployment benefit plan contributions
|
(32
|
)
|
|
(76
|
)
|
|
(1,659
|
)
|
|||
Goodwill and intangible asset impairment losses
|
1,899
|
|
|
15,936
|
|
|
49
|
|
|||
Nonmonetary currency devaluation
|
10
|
|
|
146
|
|
|
36
|
|
|||
Loss/(gain) on sale of business
|
(420
|
)
|
|
15
|
|
|
—
|
|
|||
Other items, net
|
(46
|
)
|
|
160
|
|
|
253
|
|
|||
Changes in current assets and liabilities:
|
|
|
|
|
|
||||||
Trade receivables
|
140
|
|
|
(2,280
|
)
|
|
(2,629
|
)
|
|||
Inventories
|
(277
|
)
|
|
(251
|
)
|
|
(236
|
)
|
|||
Accounts payable
|
(58
|
)
|
|
(23
|
)
|
|
441
|
|
|||
Other current assets
|
52
|
|
|
(146
|
)
|
|
(64
|
)
|
|||
Other current liabilities
|
(90
|
)
|
|
637
|
|
|
(876
|
)
|
|||
Net cash provided by/(used for) operating activities
|
3,552
|
|
|
2,574
|
|
|
501
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Cash receipts on sold receivables
|
—
|
|
|
1,296
|
|
|
2,286
|
|
|||
Capital expenditures
|
(768
|
)
|
|
(826
|
)
|
|
(1,194
|
)
|
|||
Payments to acquire business, net of cash acquired
|
(199
|
)
|
|
(248
|
)
|
|
—
|
|
|||
Proceeds from net investment hedges
|
590
|
|
|
24
|
|
|
6
|
|
|||
Proceeds from sale of business, net of cash disposed
|
1,875
|
|
|
18
|
|
|
—
|
|
|||
Other investing activities, net
|
13
|
|
|
24
|
|
|
79
|
|
|||
Net cash provided by/(used for) investing activities
|
1,511
|
|
|
288
|
|
|
1,177
|
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Repayments of long-term debt
|
(4,795
|
)
|
|
(2,713
|
)
|
|
(2,641
|
)
|
|||
Proceeds from issuance of long-term debt
|
2,967
|
|
|
2,990
|
|
|
1,496
|
|
|||
Debt prepayment and extinguishment costs
|
(99
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of commercial paper
|
557
|
|
|
2,784
|
|
|
6,043
|
|
|||
Repayments of commercial paper
|
(557
|
)
|
|
(3,213
|
)
|
|
(6,249
|
)
|
|||
Dividends paid
|
(1,953
|
)
|
|
(3,183
|
)
|
|
(2,888
|
)
|
|||
Other financing activities, net
|
(33
|
)
|
|
(28
|
)
|
|
18
|
|
|||
Net cash provided by/(used for) financing activities
|
(3,913
|
)
|
|
(3,363
|
)
|
|
(4,221
|
)
|
|||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
(6
|
)
|
|
(132
|
)
|
|
57
|
|
|||
Cash, cash equivalents, and restricted cash
|
|
|
|
|
|
||||||
Net increase/(decrease)
|
1,144
|
|
|
(633
|
)
|
|
(2,486
|
)
|
|||
Balance at beginning of period
|
1,136
|
|
|
1,769
|
|
|
4,255
|
|
|||
Balance at end of period
|
$
|
2,280
|
|
|
$
|
1,136
|
|
|
$
|
1,769
|
|
NON-CASH INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Beneficial interest obtained in exchange for securitized trade receivables
|
$
|
—
|
|
|
$
|
938
|
|
|
$
|
2,519
|
|
CASH PAID DURING THE PERIOD FOR:
|
|
|
|
|
|
||||||
Interest
|
$
|
1,306
|
|
|
$
|
1,322
|
|
|
$
|
1,269
|
|
Income taxes
|
974
|
|
|
543
|
|
|
1,206
|
|
•
|
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.
|
Cash
|
$
|
2
|
|
Other current assets
|
15
|
|
|
Identifiable intangible assets
|
66
|
|
|
Current liabilities
|
(6
|
)
|
|
Net assets acquired
|
77
|
|
|
Goodwill on acquisition
|
124
|
|
|
Total consideration
|
$
|
201
|
|
|
Fair Value
(in millions of dollars)
|
|
Weighted Average Life
(in years)
|
||
Definite-lived trademarks
|
$
|
52.5
|
|
|
15
|
Customer-related assets
|
13.5
|
|
|
20
|
|
Total
|
$
|
66.0
|
|
|
|
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
|
|
|
Fair Value
(in millions of dollars)
|
|
Weighted Average Life
(in years)
|
||
Definite-lived trademarks
|
$
|
87
|
|
|
22
|
Customer-related assets
|
13
|
|
|
12
|
|
Total
|
$
|
100
|
|
|
|
Proceeds
|
$
|
655
|
|
Less investment in Heinz India
|
(355
|
)
|
|
Recognition of tax indemnification
|
(48
|
)
|
|
Other
|
(3
|
)
|
|
Pre-tax gain on sale of Heinz India
|
$
|
249
|
|
Proceeds
|
$
|
1,236
|
|
Less carrying value of Canada Natural Cheese net assets
|
(995
|
)
|
|
Other
|
1
|
|
|
Pre-tax gain resulting from Canada Natural Cheese Transaction
|
$
|
242
|
|
|
Severance and Employee Benefit Costs
|
|
Other Exit Costs
|
|
Total
|
||||||
Balance at December 29, 2018
|
$
|
32
|
|
|
$
|
33
|
|
|
$
|
65
|
|
Charges/(credits)
|
15
|
|
|
1
|
|
|
16
|
|
|||
Cash payments
|
(21
|
)
|
|
(10
|
)
|
|
(31
|
)
|
|||
Non-cash utilization
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||
Balance at December 28, 2019
|
$
|
22
|
|
|
$
|
24
|
|
|
$
|
46
|
|
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
Severance and employee benefit costs - COGS
|
$
|
(3
|
)
|
|
$
|
12
|
|
|
$
|
9
|
|
Severance and employee benefit costs - SG&A
|
14
|
|
|
32
|
|
|
26
|
|
|||
Severance and employee benefit costs - Other expense/(income)
|
4
|
|
|
6
|
|
|
(149
|
)
|
|||
Asset-related costs - COGS
|
29
|
|
|
59
|
|
|
191
|
|
|||
Asset-related costs - SG&A
|
8
|
|
|
36
|
|
|
26
|
|
|||
Other costs - COGS
|
22
|
|
|
123
|
|
|
264
|
|
|||
Other costs - SG&A
|
32
|
|
|
35
|
|
|
67
|
|
|||
Other costs - Other expense/(income)
|
2
|
|
|
157
|
|
|
—
|
|
|||
|
$
|
108
|
|
|
$
|
460
|
|
|
$
|
434
|
|
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
United States
|
$
|
37
|
|
|
$
|
205
|
|
|
$
|
270
|
|
Canada
|
18
|
|
|
176
|
|
|
34
|
|
|||
EMEA
|
16
|
|
|
16
|
|
|
56
|
|
|||
Rest of World
|
13
|
|
|
25
|
|
|
13
|
|
|||
General corporate expenses
|
24
|
|
|
38
|
|
|
61
|
|
|||
|
$
|
108
|
|
|
$
|
460
|
|
|
$
|
434
|
|
|
December 28, 2019
|
|
December 29, 2018
|
||||
Cash and cash equivalents
|
$
|
2,279
|
|
|
$
|
1,130
|
|
Restricted cash included in other current assets
|
1
|
|
|
1
|
|
||
Restricted cash included in other non-current assets
|
—
|
|
|
5
|
|
||
Cash, cash equivalents, and restricted cash
|
$
|
2,280
|
|
|
$
|
1,136
|
|
|
December 28, 2019
|
|
December 29, 2018
|
||||
Packaging and ingredients
|
$
|
511
|
|
|
$
|
510
|
|
Work in process
|
364
|
|
|
343
|
|
||
Finished product
|
1,846
|
|
|
1,814
|
|
||
Inventories
|
$
|
2,721
|
|
|
$
|
2,667
|
|
|
December 28, 2019
|
|
December 29, 2018
|
||||
Land
|
$
|
210
|
|
|
$
|
218
|
|
Buildings and improvements
|
2,447
|
|
|
2,375
|
|
||
Equipment and other
|
6,552
|
|
|
5,904
|
|
||
Construction in progress
|
1,033
|
|
|
1,165
|
|
||
|
10,242
|
|
|
9,662
|
|
||
Accumulated depreciation
|
(3,187
|
)
|
|
(2,584
|
)
|
||
Property, plant and equipment, net
|
$
|
7,055
|
|
|
$
|
7,078
|
|
|
United States
|
|
Canada
|
|
EMEA
|
|
Rest of World
|
|
Total
|
||||||||||
Balance at December 29, 2018
|
$
|
29,597
|
|
|
$
|
2,438
|
|
|
$
|
3,074
|
|
|
$
|
1,394
|
|
|
$
|
36,503
|
|
Impairment losses
|
(118
|
)
|
|
—
|
|
|
(292
|
)
|
|
(787
|
)
|
|
(1,197
|
)
|
|||||
Acquisitions
|
124
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
130
|
|
|||||
Translation adjustments and other
|
(2
|
)
|
|
106
|
|
|
17
|
|
|
(11
|
)
|
|
110
|
|
|||||
Balance at December 28, 2019
|
$
|
29,601
|
|
|
$
|
2,544
|
|
|
$
|
2,805
|
|
|
$
|
596
|
|
|
$
|
35,546
|
|
Balance at December 29, 2018
|
$
|
43,966
|
|
Impairment losses
|
(687
|
)
|
|
Reclassified to assets held for sale
|
(9
|
)
|
|
Translation adjustments
|
130
|
|
|
Balance at December 28, 2019
|
$
|
43,400
|
|
|
December 28, 2019
|
|
December 29, 2018
|
||||||||||||||||||||
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Trademarks
|
$
|
2,443
|
|
|
$
|
(469
|
)
|
|
$
|
1,974
|
|
|
$
|
2,474
|
|
|
$
|
(402
|
)
|
|
$
|
2,072
|
|
Customer-related assets
|
4,113
|
|
|
(845
|
)
|
|
3,268
|
|
|
4,097
|
|
|
(681
|
)
|
|
3,416
|
|
||||||
Other
|
14
|
|
|
(4
|
)
|
|
10
|
|
|
18
|
|
|
(4
|
)
|
|
14
|
|
||||||
|
$
|
6,570
|
|
|
$
|
(1,318
|
)
|
|
$
|
5,252
|
|
|
$
|
6,589
|
|
|
$
|
(1,087
|
)
|
|
$
|
5,502
|
|
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
Income/(loss) before income taxes:
|
|
|
|
|
|
||||||
United States
|
$
|
796
|
|
|
$
|
(10,305
|
)
|
|
$
|
3,811
|
|
International
|
1,865
|
|
|
(1,016
|
)
|
|
1,639
|
|
|||
Total
|
$
|
2,661
|
|
|
$
|
(11,321
|
)
|
|
$
|
5,450
|
|
|
|
|
|
|
|
||||||
Provision for/(benefit from) income taxes:
|
|
|
|
|
|
||||||
Current:
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
466
|
|
|
$
|
444
|
|
|
$
|
765
|
|
U.S. state and local
|
116
|
|
|
134
|
|
|
(47
|
)
|
|||
International
|
439
|
|
|
322
|
|
|
295
|
|
|||
|
1,021
|
|
|
900
|
|
|
1,013
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
U.S. federal
|
(209
|
)
|
|
(1,843
|
)
|
|
(6,590
|
)
|
|||
U.S. state and local
|
(7
|
)
|
|
(121
|
)
|
|
97
|
|
|||
International
|
(77
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|||
|
(293
|
)
|
|
(1,967
|
)
|
|
(6,495
|
)
|
|||
Total provision for/(benefit from) income taxes
|
$
|
728
|
|
|
$
|
(1,067
|
)
|
|
$
|
(5,482
|
)
|
|
December 28, 2019
|
|
December 29, 2018
|
||||
Deferred income tax liabilities:
|
|
|
|
||||
Intangible assets, net
|
$
|
11,230
|
|
|
$
|
11,571
|
|
Property, plant and equipment, net
|
773
|
|
|
735
|
|
||
Other
|
252
|
|
|
410
|
|
||
Deferred income tax liabilities
|
12,255
|
|
|
12,716
|
|
||
Deferred income tax assets:
|
|
|
|
||||
Benefit plans
|
(112
|
)
|
|
(172
|
)
|
||
Other
|
(474
|
)
|
|
(470
|
)
|
||
Deferred income tax assets
|
(586
|
)
|
|
(642
|
)
|
||
Valuation allowance
|
112
|
|
|
81
|
|
||
Net deferred income tax liabilities
|
$
|
11,781
|
|
|
$
|
12,155
|
|
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
Balance at the beginning of the period
|
$
|
387
|
|
|
$
|
408
|
|
|
$
|
389
|
|
Increases for tax positions of prior years
|
28
|
|
|
9
|
|
|
2
|
|
|||
Decreases for tax positions of prior years
|
(39
|
)
|
|
(81
|
)
|
|
(35
|
)
|
|||
Increases based on tax positions related to the current year
|
60
|
|
|
74
|
|
|
135
|
|
|||
Decreases due to settlements with taxing authorities
|
(20
|
)
|
|
(3
|
)
|
|
(59
|
)
|
|||
Decreases due to lapse of statute of limitations
|
(10
|
)
|
|
(10
|
)
|
|
(24
|
)
|
|||
Reclassified to liabilities held for sale
|
—
|
|
|
(10
|
)
|
|
—
|
|
|||
Balance at the end of the period
|
$
|
406
|
|
|
$
|
387
|
|
|
$
|
408
|
|
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
Risk-free interest rate
|
1.46
|
%
|
|
2.75
|
%
|
|
2.25
|
%
|
|||
Expected term
|
6.5 years
|
|
|
7.5 years
|
|
|
7.5 years
|
|
|||
Expected volatility
|
31.2
|
%
|
|
21.3
|
%
|
|
19.6
|
%
|
|||
Expected dividend yield
|
5.3
|
%
|
|
3.6
|
%
|
|
2.8
|
%
|
|||
Weighted average grant date fair value per share
|
$
|
4.11
|
|
|
$
|
10.26
|
|
|
$
|
14.24
|
|
|
Number of Stock Options
|
|
Weighted Average Exercise Price
(per share) |
|
Aggregate Intrinsic Value
(in millions) |
|
Average Remaining Contractual Term
|
|||||
Outstanding at December 29, 2018
|
18,259,965
|
|
|
$
|
44.64
|
|
|
|
|
|
||
Granted
|
1,880,648
|
|
|
25.41
|
|
|
|
|
|
|||
Forfeited
|
(1,771,653
|
)
|
|
66.89
|
|
|
|
|
|
|||
Exercised
|
(730,460
|
)
|
|
23.81
|
|
|
|
|
|
|||
Outstanding at December 28, 2019
|
17,638,500
|
|
|
41.22
|
|
|
$
|
42
|
|
|
4 years
|
|
Exercisable at December 28, 2019
|
11,539,568
|
|
|
33.89
|
|
|
51
|
|
|
3 years
|
|
Number of Stock Options
|
|
Weighted Average Grant Date Fair Value
(per share) |
|||
Unvested options at December 29, 2018
|
7,767,917
|
|
|
$
|
10.16
|
|
Granted
|
1,880,648
|
|
|
4.11
|
|
|
Vested
|
(2,140,396
|
)
|
|
7.12
|
|
|
Forfeited
|
(1,409,237
|
)
|
|
11.51
|
|
|
Unvested options at December 28, 2019
|
6,098,932
|
|
|
9.04
|
|
|
Number of Units
|
|
Weighted Average Grant Date Fair Value
(per share)
|
|||
Outstanding at December 29, 2018
|
2,338,958
|
|
|
$
|
68.49
|
|
Granted
|
8,091,999
|
|
|
25.77
|
|
|
Forfeited
|
(959,485
|
)
|
|
50.16
|
|
|
Vested
|
(75,563
|
)
|
|
76.38
|
|
|
Outstanding at December 28, 2019
|
9,395,909
|
|
|
33.51
|
|
|
Number of Units
|
|
Weighted Average Grant Date Fair Value
(per share)
|
|||
Outstanding at December 29, 2018
|
3,252,056
|
|
|
$
|
59.24
|
|
Granted
|
4,832,626
|
|
|
25.31
|
|
|
Forfeited
|
(1,271,023
|
)
|
|
54.67
|
|
|
Outstanding at December 28, 2019
|
6,813,659
|
|
|
36.03
|
|
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
Pre-tax compensation cost
|
$
|
46
|
|
|
$
|
33
|
|
|
$
|
46
|
|
Related tax benefit
|
(9
|
)
|
|
(7
|
)
|
|
(14
|
)
|
|||
After-tax compensation cost
|
$
|
37
|
|
|
$
|
26
|
|
|
$
|
32
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
December 28, 2019
|
|
December 29, 2018
|
|
December 28, 2019
|
|
December 29, 2018
|
||||||||
Benefit obligation at beginning of year
|
$
|
4,060
|
|
|
$
|
4,719
|
|
|
$
|
1,930
|
|
|
$
|
3,464
|
|
Service cost
|
7
|
|
|
10
|
|
|
17
|
|
|
19
|
|
||||
Interest cost
|
163
|
|
|
158
|
|
|
51
|
|
|
67
|
|
||||
Benefits paid
|
(331
|
)
|
|
(191
|
)
|
|
(122
|
)
|
|
(126
|
)
|
||||
Actuarial losses/(gains)
|
602
|
|
|
(447
|
)
|
|
252
|
|
|
(118
|
)
|
||||
Plan amendments
|
—
|
|
|
1
|
|
|
—
|
|
|
14
|
|
||||
Currency
|
—
|
|
|
—
|
|
|
59
|
|
|
(175
|
)
|
||||
Settlements
|
—
|
|
|
(190
|
)
|
|
—
|
|
|
(1,221
|
)
|
||||
Curtailments
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
Special/contractual termination benefits
|
—
|
|
|
—
|
|
|
4
|
|
|
7
|
|
||||
Other
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
||||
Benefit obligation at end of year
|
4,501
|
|
|
4,060
|
|
|
2,187
|
|
|
1,930
|
|
||||
Fair value of plan assets at beginning of year
|
4,219
|
|
|
4,785
|
|
|
2,689
|
|
|
4,156
|
|
||||
Actual return on plan assets
|
947
|
|
|
(185
|
)
|
|
177
|
|
|
49
|
|
||||
Employer contributions
|
—
|
|
|
—
|
|
|
19
|
|
|
57
|
|
||||
Benefits paid
|
(331
|
)
|
|
(191
|
)
|
|
(122
|
)
|
|
(126
|
)
|
||||
Currency
|
—
|
|
|
—
|
|
|
78
|
|
|
(221
|
)
|
||||
Settlements
|
—
|
|
|
(190
|
)
|
|
—
|
|
|
(1,221
|
)
|
||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||
Fair value of plan assets at end of year
|
4,835
|
|
|
4,219
|
|
|
2,841
|
|
|
2,689
|
|
||||
Net pension liability/(asset) recognized at end of year
|
$
|
(334
|
)
|
|
$
|
(159
|
)
|
|
$
|
(654
|
)
|
|
$
|
(759
|
)
|
|
December 28, 2019
|
|
December 29, 2018
|
||||
Other non-current assets
|
$
|
1,081
|
|
|
$
|
999
|
|
Other current liabilities
|
(4
|
)
|
|
(4
|
)
|
||
Accrued postemployment costs
|
(89
|
)
|
|
(77
|
)
|
||
Net pension asset/(liability) recognized
|
$
|
988
|
|
|
$
|
918
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
December 28, 2019
|
|
December 29, 2018
|
|
December 28, 2019
|
|
December 29, 2018
|
||||||||
Projected benefit obligation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
162
|
|
|
$
|
146
|
|
Accumulated benefit obligation
|
—
|
|
|
—
|
|
|
156
|
|
|
139
|
|
||||
Fair value of plan assets
|
—
|
|
|
—
|
|
|
70
|
|
|
65
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
December 28, 2019
|
|
December 29, 2018
|
|
December 28, 2019
|
|
December 29, 2018
|
||||||||
Projected benefit obligation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
162
|
|
|
$
|
148
|
|
Accumulated benefit obligation
|
—
|
|
|
—
|
|
|
156
|
|
|
141
|
|
||||
Fair value of plan assets
|
—
|
|
|
—
|
|
|
70
|
|
|
67
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||
|
December 28, 2019
|
|
December 29, 2018
|
|
December 28, 2019
|
|
December 29, 2018
|
||||
Discount rate
|
3.4
|
%
|
|
4.4
|
%
|
|
2.0
|
%
|
|
2.9
|
%
|
Rate of compensation increase
|
4.1
|
%
|
|
4.1
|
%
|
|
3.7
|
%
|
|
3.9
|
%
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||||||||
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||||||||
Service cost
|
$
|
7
|
|
|
$
|
10
|
|
|
$
|
11
|
|
|
$
|
17
|
|
|
$
|
19
|
|
|
$
|
19
|
|
Interest cost
|
163
|
|
|
158
|
|
|
178
|
|
|
51
|
|
|
67
|
|
|
66
|
|
||||||
Expected return on plan assets
|
(229
|
)
|
|
(247
|
)
|
|
(262
|
)
|
|
(143
|
)
|
|
(175
|
)
|
|
(180
|
)
|
||||||
Amortization of unrecognized losses/(gains)
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
1
|
|
||||||
Settlements
|
—
|
|
|
(4
|
)
|
|
2
|
|
|
1
|
|
|
158
|
|
|
—
|
|
||||||
Curtailments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||||
Special/contractual termination benefits
|
—
|
|
|
—
|
|
|
19
|
|
|
4
|
|
|
7
|
|
|
9
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
||||||
Net pension cost/(benefit)
|
$
|
(59
|
)
|
|
$
|
(83
|
)
|
|
$
|
(50
|
)
|
|
$
|
(69
|
)
|
|
$
|
77
|
|
|
$
|
(100
|
)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
Discount rate - Service cost
|
4.6
|
%
|
|
3.8
|
%
|
|
4.2
|
%
|
|
3.3
|
%
|
|
3.0
|
%
|
|
3.2
|
%
|
Discount rate - Interest cost
|
4.1
|
%
|
|
3.6
|
%
|
|
3.6
|
%
|
|
2.6
|
%
|
|
2.9
|
%
|
|
2.1
|
%
|
Expected rate of return on plan assets
|
5.7
|
%
|
|
5.5
|
%
|
|
5.7
|
%
|
|
5.4
|
%
|
|
4.5
|
%
|
|
4.8
|
%
|
Rate of compensation increase
|
4.1
|
%
|
|
4.1
|
%
|
|
4.1
|
%
|
|
3.9
|
%
|
|
3.9
|
%
|
|
4.0
|
%
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||
|
December 28, 2019
|
|
December 29, 2018
|
|
December 28, 2019
|
|
December 29, 2018
|
||||
Fixed-income securities
|
83
|
%
|
|
84
|
%
|
|
43
|
%
|
|
45
|
%
|
Equity securities
|
15
|
%
|
|
14
|
%
|
|
39
|
%
|
|
34
|
%
|
Cash and cash equivalents
|
2
|
%
|
|
2
|
%
|
|
14
|
%
|
|
16
|
%
|
Real estate
|
—
|
%
|
|
—
|
%
|
|
2
|
%
|
|
3
|
%
|
Certain insurance contracts
|
—
|
%
|
|
—
|
%
|
|
2
|
%
|
|
2
|
%
|
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
|
$
|
3,642
|
|
|
$
|
—
|
|
|
$
|
3,639
|
|
|
$
|
3
|
|
Government bonds
|
358
|
|
|
358
|
|
|
—
|
|
|
—
|
|
||||
Total fixed-income securities
|
4,000
|
|
|
358
|
|
|
3,639
|
|
|
3
|
|
||||
Equity securities
|
775
|
|
|
775
|
|
|
—
|
|
|
—
|
|
||||
Cash and cash equivalents
|
414
|
|
|
413
|
|
|
1
|
|
|
—
|
|
||||
Real estate
|
45
|
|
|
—
|
|
|
—
|
|
|
45
|
|
||||
Certain insurance contracts
|
49
|
|
|
—
|
|
|
—
|
|
|
49
|
|
||||
Fair value excluding investments measured at net asset value
|
5,283
|
|
|
1,546
|
|
|
3,640
|
|
|
97
|
|
||||
Investments measured at net asset value(a)
|
2,393
|
|
|
|
|
|
|
|
|||||||
Total plan assets at fair value
|
$
|
7,676
|
|
|
|
|
|
|
|
(a)
|
Amount includes cash collateral of $226 million associated with our securities lending program, which is reflected as an asset, and a corresponding securities lending payable of $226 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
|
$
|
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.
|
•
|
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 29, 2018
|
|
Additions
|
|
Net Realized Gain/(Loss)
|
|
Net Unrealized Gain/(Loss)
|
|
Net Purchases, Issuances and Settlements
|
|
Transfers Into/(Out of) Level 3
|
|
December 28, 2019
|
||||||||||||||
Real estate
|
$
|
79
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
(38
|
)
|
|
$
|
—
|
|
|
$
|
45
|
|
Corporate bonds and other fixed-income securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|||||||
Certain insurance contracts
|
53
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(5
|
)
|
|
—
|
|
|
49
|
|
|||||||
Total Level 3 investments
|
$
|
132
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
(43
|
)
|
|
$
|
3
|
|
|
$
|
97
|
|
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
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||
2020
|
$
|
343
|
|
|
$
|
75
|
|
2021
|
340
|
|
|
75
|
|
||
2022
|
331
|
|
|
80
|
|
||
2023
|
323
|
|
|
79
|
|
||
2024
|
314
|
|
|
80
|
|
||
2025-2029
|
1,364
|
|
|
438
|
|
|
December 28, 2019
|
|
December 29, 2018
|
||||
Benefit obligation at beginning of year
|
$
|
1,294
|
|
|
$
|
1,553
|
|
Service cost
|
6
|
|
|
8
|
|
||
Interest cost
|
46
|
|
|
45
|
|
||
Benefits paid
|
(129
|
)
|
|
(136
|
)
|
||
Actuarial losses/(gains)
|
94
|
|
|
(142
|
)
|
||
Plan amendments
|
(1
|
)
|
|
(21
|
)
|
||
Currency
|
6
|
|
|
(13
|
)
|
||
Curtailments
|
(3
|
)
|
|
—
|
|
||
Benefit obligation at end of year
|
1,313
|
|
|
1,294
|
|
||
Fair value of plan assets at beginning of year
|
1,044
|
|
|
1,188
|
|
||
Actual return on plan assets
|
187
|
|
|
(26
|
)
|
||
Employer contributions
|
13
|
|
|
19
|
|
||
Benefits paid
|
(130
|
)
|
|
(137
|
)
|
||
Fair value of plan assets at end of year
|
1,114
|
|
|
1,044
|
|
||
Net postretirement benefit liability/(asset) recognized at end of year
|
$
|
199
|
|
|
$
|
250
|
|
|
December 28, 2019
|
|
December 29, 2018
|
||||
Other current liabilities
|
$
|
(15
|
)
|
|
$
|
(14
|
)
|
Accrued postemployment costs
|
(184
|
)
|
|
(236
|
)
|
||
Net postretirement benefit asset/(liability) recognized
|
$
|
(199
|
)
|
|
$
|
(250
|
)
|
|
December 28, 2019
|
|
December 29, 2018
|
||||
Accumulated benefit obligation
|
$
|
1,313
|
|
|
$
|
1,294
|
|
Fair value of plan assets
|
1,114
|
|
|
1,044
|
|
|
December 28, 2019
|
|
December 29, 2018
|
||
Discount rate
|
3.1
|
%
|
|
4.2
|
%
|
Health care cost trend rate assumed for next year
|
6.5
|
%
|
|
6.7
|
%
|
Ultimate trend rate
|
4.9
|
%
|
|
4.9
|
%
|
|
One-Percentage-Point
|
||||||
|
Increase
|
|
(Decrease)
|
||||
Effect on annual service and interest cost
|
$
|
3
|
|
|
$
|
(2
|
)
|
Effect on postretirement benefit obligation
|
55
|
|
|
(47
|
)
|
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
Service cost
|
$
|
6
|
|
|
$
|
8
|
|
|
$
|
10
|
|
Interest cost
|
46
|
|
|
45
|
|
|
49
|
|
|||
Expected return on plan assets
|
(53
|
)
|
|
(50
|
)
|
|
—
|
|
|||
Amortization of prior service costs/(credits)
|
(306
|
)
|
|
(311
|
)
|
|
(328
|
)
|
|||
Amortization of unrecognized losses/(gains)
|
(8
|
)
|
|
—
|
|
|
—
|
|
|||
Curtailments
|
(5
|
)
|
|
—
|
|
|
(177
|
)
|
|||
Net postretirement cost/(benefit)
|
$
|
(320
|
)
|
|
$
|
(308
|
)
|
|
$
|
(446
|
)
|
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
|||
Discount rate - Service cost
|
4.2
|
%
|
|
3.6
|
%
|
|
4.0
|
%
|
Discount rate - Interest cost
|
3.8
|
%
|
|
3.0
|
%
|
|
3.0
|
%
|
Expected rate of return on plan assets
|
5.4
|
%
|
|
4.4
|
%
|
|
—
|
%
|
Health care cost trend rate
|
6.5
|
%
|
|
6.7
|
%
|
|
6.3
|
%
|
|
December 28, 2019
|
|
December 29, 2018
|
||
Fixed-income securities
|
65
|
%
|
|
65
|
%
|
Equity securities
|
31
|
%
|
|
27
|
%
|
Cash and cash equivalents
|
4
|
%
|
|
8
|
%
|
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
|
$
|
33
|
|
|
$
|
33
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Corporate bonds and other fixed-income securities
|
592
|
|
|
—
|
|
|
592
|
|
|
—
|
|
||||
Total fixed-income securities
|
625
|
|
|
33
|
|
|
592
|
|
|
—
|
|
||||
Equity securities
|
188
|
|
|
188
|
|
|
—
|
|
|
—
|
|
||||
Fair value excluding investments measured at net asset value
|
813
|
|
|
221
|
|
|
592
|
|
|
—
|
|
||||
Investments measured at net asset value
|
301
|
|
|
|
|
|
|
|
|||||||
Total plan assets at fair value
|
$
|
1,114
|
|
|
|
|
|
|
|
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.
|
2020
|
$
|
125
|
|
2021
|
114
|
|
|
2022
|
114
|
|
|
2023
|
107
|
|
|
2024
|
101
|
|
|
2025-2029
|
413
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
|
Total
|
||||||||||||||||||
|
December 28, 2019
|
|
December 29, 2018
|
|
December 28, 2019
|
|
December 29, 2018
|
|
December 28, 2019
|
|
December 29, 2018
|
||||||||||||
Net actuarial gain/(loss)
|
$
|
74
|
|
|
$
|
175
|
|
|
$
|
209
|
|
|
$
|
177
|
|
|
$
|
283
|
|
|
$
|
352
|
|
Prior service credit/(cost)
|
(14
|
)
|
|
(14
|
)
|
|
153
|
|
|
458
|
|
|
139
|
|
|
444
|
|
||||||
|
$
|
60
|
|
|
$
|
161
|
|
|
$
|
362
|
|
|
$
|
635
|
|
|
$
|
422
|
|
|
$
|
796
|
|
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
Net postemployment benefit gains/(losses) arising during the period:
|
|
|
|
|
|
||||||
Net actuarial gains/(losses) arising during the period - Pension Benefits
|
$
|
(103
|
)
|
|
$
|
8
|
|
|
$
|
45
|
|
Net actuarial gains/(losses) arising during the period - Postretirement Benefits
|
41
|
|
|
66
|
|
|
71
|
|
|||
Prior service credits/(costs) arising during the period - Pension Benefits
|
—
|
|
|
(15
|
)
|
|
1
|
|
|||
Prior service credits/(costs) arising during the period - Postretirement Benefits
|
1
|
|
|
21
|
|
|
24
|
|
|||
|
(61
|
)
|
|
80
|
|
|
141
|
|
|||
Tax benefit/(expense)
|
(5
|
)
|
|
(19
|
)
|
|
(55
|
)
|
|||
|
$
|
(66
|
)
|
|
$
|
61
|
|
|
$
|
86
|
|
|
|
|
|
|
|
||||||
Reclassification of net postemployment benefit losses/(gains) to net income/(loss):
|
|
|
|
|
|
||||||
Amortization of unrecognized losses/(gains) - Pension Benefits
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
1
|
|
Amortization of unrecognized losses/(gains) - Postretirement Benefits
|
(8
|
)
|
|
—
|
|
|
—
|
|
|||
Amortization of prior service costs/(credits) - Postretirement Benefits
|
(306
|
)
|
|
(311
|
)
|
|
(328
|
)
|
|||
Net settlement and curtailment losses/(gains) - Pension Benefits
|
1
|
|
|
153
|
|
|
2
|
|
|||
Net settlement and curtailment losses/(gains) - Postretirement Benefits
|
(1
|
)
|
|
—
|
|
|
(177
|
)
|
|||
Other losses/(gains) on postemployment benefits
|
1
|
|
|
—
|
|
|
—
|
|
|||
|
(312
|
)
|
|
(156
|
)
|
|
(502
|
)
|
|||
Tax (benefit)/expense
|
78
|
|
|
38
|
|
|
193
|
|
|||
|
$
|
(234
|
)
|
|
$
|
(118
|
)
|
|
$
|
(309
|
)
|
|
Notional Amount
|
||||||
|
December 28, 2019
|
|
December 29, 2018
|
||||
Commodity contracts
|
$
|
475
|
|
|
$
|
478
|
|
Foreign exchange contracts
|
3,045
|
|
|
3,263
|
|
||
Cross-currency contracts
|
4,035
|
|
|
10,146
|
|
|
December 28, 2019
|
||||||||||||||||||||||
|
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)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
20
|
|
|
$
|
7
|
|
|
$
|
20
|
|
Cross-currency contracts(b)
|
—
|
|
|
—
|
|
|
200
|
|
|
88
|
|
|
200
|
|
|
88
|
|
||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity contracts(c)
|
42
|
|
|
6
|
|
|
—
|
|
|
2
|
|
|
42
|
|
|
8
|
|
||||||
Foreign exchange contracts(a)
|
—
|
|
|
—
|
|
|
6
|
|
|
3
|
|
|
6
|
|
|
3
|
|
||||||
Total fair value
|
$
|
42
|
|
|
$
|
6
|
|
|
$
|
213
|
|
|
$
|
113
|
|
|
$
|
255
|
|
|
$
|
119
|
|
(a)
|
At December 28, 2019, the fair value of our derivative assets was recorded in other current assets ($12 million) and other non-current assets ($1 million), and the fair value of our derivative liabilities was recorded in other current liabilities.
|
(b)
|
At December 28, 2019, the fair value of our derivative assets was recorded in other non-current assets and the fair value of our derivative liabilities was recorded in other non-current liabilities.
|
(c)
|
At December 28, 2019, the fair value of our derivative assets was recorded in other current assets and the fair value of derivative liabilities was recorded in other current liabilities.
|
|
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(a)
|
5
|
|
|
27
|
|
|
—
|
|
|
2
|
|
|
5
|
|
|
29
|
|
||||||
Foreign exchange contracts(a)
|
—
|
|
|
—
|
|
|
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).
|
•
|
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 denominated in Chinese renminbi with an aggregate notional amount of $162 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 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
|
|
||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange contracts
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
Net sales
|
Foreign exchange contracts
|
|
(36
|
)
|
|
64
|
|
|
(42
|
)
|
|
Cost of products sold
|
|||
Foreign exchange contracts (excluded component)
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
Cost of products sold
|
|||
Foreign exchange contracts
|
|
(23
|
)
|
|
56
|
|
|
(82
|
)
|
|
Other expense/(income)
|
|||
Foreign exchange contracts (excluded component)
|
|
—
|
|
|
3
|
|
|
—
|
|
|
Other expense/(income)
|
|||
Cross-currency contracts
|
|
43
|
|
|
(4
|
)
|
|
—
|
|
|
Other expense/(income)
|
|||
Cross-currency contracts (excluded component)
|
|
28
|
|
|
1
|
|
|
—
|
|
|
Other expense/(income)
|
|||
Net investment hedges:
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange contracts
|
|
13
|
|
|
(11
|
)
|
|
(23
|
)
|
|
Other expense/(income)
|
|||
Foreign exchange contracts (excluded component)
|
|
(1
|
)
|
|
(3
|
)
|
|
—
|
|
|
Interest expense
|
|||
Cross-currency contracts
|
|
(67
|
)
|
|
214
|
|
|
(184
|
)
|
|
Other expense/(income)
|
|||
Cross-currency contracts (excluded component)
|
|
30
|
|
|
13
|
|
|
—
|
|
|
Interest expense
|
|||
Total gains/(losses) recognized in statements of comprehensive income
|
|
$
|
(11
|
)
|
|
$
|
331
|
|
|
$
|
(330
|
)
|
|
|
|
December 28, 2019
|
|
December 29, 2018
|
||||||||||||||||||||
|
Cost of products sold
|
|
Interest expense
|
|
Other expense/ (income)
|
|
Cost of products sold
|
|
Interest expense
|
|
Other expense/ (income)
|
||||||||||||
Total amounts presented in the consolidated statements of income in which the following effects were recorded
|
$
|
16,830
|
|
|
$
|
1,361
|
|
|
$
|
(952
|
)
|
|
$
|
17,347
|
|
|
$
|
1,284
|
|
|
$
|
(168
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gains/(losses) related to derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
(22
|
)
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
56
|
|
Foreign exchange contracts (excluded component)
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
3
|
|
||||||
Interest rate contracts
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
||||||
Cross-currency contracts
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
||||||
Cross-currency contracts (excluded component)
|
—
|
|
|
—
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Net investment hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Foreign exchange contracts (excluded component)
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
||||||
Cross-currency contracts (excluded component)
|
—
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
||||||
Gains/(losses) related to derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity contracts
|
43
|
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
||||||
Foreign exchange contracts
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(84
|
)
|
||||||
Cross-currency contracts
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||||
Total gains/(losses) recognized in statements of income
|
$
|
66
|
|
|
$
|
25
|
|
|
$
|
33
|
|
|
$
|
(48
|
)
|
|
$
|
6
|
|
|
$
|
(27
|
)
|
|
December 30, 2017
|
||||||||||
|
Cost of products sold
|
|
Interest expense
|
|
Other expense/ (income)
|
||||||
Total amounts presented in the consolidated statements of income in which the following effects were recorded
|
$
|
17,043
|
|
|
$
|
1,234
|
|
|
$
|
(627
|
)
|
|
|
|
|
|
|
||||||
Gains/(losses) related to derivatives designated as hedging instruments:
|
|
|
|
|
|
||||||
Cash flow hedges:
|
|
|
|
|
|
||||||
Foreign exchange contracts
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(81
|
)
|
Interest rate contracts
|
—
|
|
|
(4
|
)
|
|
—
|
|
|||
Gains/(losses) related to derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||||
Commodity contracts
|
(37
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign exchange contracts
|
—
|
|
|
—
|
|
|
54
|
|
|||
Cross-currency contracts
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||
Total gains/(losses) recognized in statements of income
|
$
|
(37
|
)
|
|
$
|
(4
|
)
|
|
$
|
(29
|
)
|
|
Foreign Currency Translation Adjustments
|
|
Net Postemployment Benefit Plan Adjustments
|
|
Net Cash Flow Hedge Adjustments
|
|
Total
|
||||||||
Balance as of December 31, 2016
|
$
|
(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
|
(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
|
)
|
||||
Foreign currency translation adjustments
|
239
|
|
|
—
|
|
|
—
|
|
|
239
|
|
||||
Net deferred gains/(losses) on net investment hedges
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Amounts excluded from the effectiveness assessment of net investment hedges
|
22
|
|
|
—
|
|
|
—
|
|
|
22
|
|
||||
Net deferred losses/(gains) on net investment hedges reclassified to net income/(loss)
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
||||
Net deferred gains/(losses) on cash flow hedges
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
(10
|
)
|
||||
Amounts excluded from the effectiveness assessment of cash flow hedges
|
—
|
|
|
—
|
|
|
29
|
|
|
29
|
|
||||
Net deferred losses/(gains) on cash flow hedges reclassified to net income/(loss)
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
(41
|
)
|
||||
Net postemployment benefit gains/(losses) arising during the period
|
—
|
|
|
(69
|
)
|
|
—
|
|
|
(69
|
)
|
||||
Net postemployment benefit losses/(gains) reclassified to net income/(loss)
|
—
|
|
|
(234
|
)
|
|
—
|
|
|
(234
|
)
|
||||
Cumulative effect of accounting standards adopted in the period(a)
|
—
|
|
|
114
|
|
|
22
|
|
|
136
|
|
||||
Total other comprehensive income/(loss)
|
246
|
|
|
(189
|
)
|
|
—
|
|
|
57
|
|
||||
Balance at December 28, 2019
|
$
|
(2,230
|
)
|
|
$
|
303
|
|
|
$
|
41
|
|
|
$
|
(1,886
|
)
|
(a)
|
In the first quarter of 2019, we adopted ASU 2018-02 related to reclassifying tax effects stranded in accumulated other comprehensive income/(losses). See Note 3, New Accounting Standards, for additional information.
|
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||||||||||||||||||||||||||
|
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
|
$
|
239
|
|
|
$
|
—
|
|
|
$
|
239
|
|
|
$
|
(1,173
|
)
|
|
$
|
—
|
|
|
$
|
(1,173
|
)
|
|
$
|
1,179
|
|
|
$
|
—
|
|
|
$
|
1,179
|
|
Net deferred gains/(losses) on net investment hedges
|
(2
|
)
|
|
3
|
|
|
1
|
|
|
377
|
|
|
(93
|
)
|
|
284
|
|
|
(632
|
)
|
|
279
|
|
|
(353
|
)
|
|||||||||
Amounts excluded from the effectiveness assessment of net investment hedges
|
29
|
|
|
(7
|
)
|
|
22
|
|
|
10
|
|
|
(3
|
)
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net deferred losses/(gains) on net investment hedges reclassified to net income/(loss)
|
(23
|
)
|
|
7
|
|
|
(16
|
)
|
|
(10
|
)
|
|
3
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net deferred gains/(losses) on cash flow hedges
|
(16
|
)
|
|
6
|
|
|
(10
|
)
|
|
116
|
|
|
(17
|
)
|
|
99
|
|
|
(123
|
)
|
|
10
|
|
|
(113
|
)
|
|||||||||
Amounts excluded from the effectiveness assessment of cash flow hedges
|
30
|
|
|
(1
|
)
|
|
29
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net deferred losses/(gains) on cash flow hedges reclassified to net income/(loss)
|
(48
|
)
|
|
7
|
|
|
(41
|
)
|
|
(45
|
)
|
|
1
|
|
|
(44
|
)
|
|
85
|
|
|
—
|
|
|
85
|
|
|||||||||
Net actuarial gains/(losses) arising during the period
|
(65
|
)
|
|
(5
|
)
|
|
(70
|
)
|
|
74
|
|
|
(16
|
)
|
|
58
|
|
|
116
|
|
|
(47
|
)
|
|
69
|
|
|||||||||
Prior service credits/(costs) arising during the period
|
1
|
|
|
—
|
|
|
1
|
|
|
6
|
|
|
(3
|
)
|
|
3
|
|
|
25
|
|
|
(8
|
)
|
|
17
|
|
|||||||||
Net postemployment benefit losses/(gains) reclassified to net income/(loss)
|
(312
|
)
|
|
78
|
|
|
(234
|
)
|
|
(156
|
)
|
|
38
|
|
|
(118
|
)
|
|
(502
|
)
|
|
193
|
|
|
(309
|
)
|
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
|
||||||||||
|
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
|
|
||||||
Losses/(gains) on net investment hedges:
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange contracts(a)
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other expense/(income)
|
Foreign exchange contracts(b)
|
|
1
|
|
|
3
|
|
|
—
|
|
|
Interest expense
|
|||
Cross-currency contracts(b)
|
|
(30
|
)
|
|
(13
|
)
|
|
—
|
|
|
Interest expense
|
|||
Losses/(gains) on cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange contracts(c)
|
|
(23
|
)
|
|
4
|
|
|
—
|
|
|
Cost of products sold
|
|||
Foreign exchange contracts(c)
|
|
22
|
|
|
(59
|
)
|
|
81
|
|
|
Other expense/(income)
|
|||
Cross-currency contracts(b)
|
|
(51
|
)
|
|
6
|
|
|
—
|
|
|
Other expense/(income)
|
|||
Interest rate contracts(d)
|
|
4
|
|
|
4
|
|
|
4
|
|
|
Interest expense
|
|||
Losses/(gains) on hedges before income taxes
|
|
(71
|
)
|
|
(55
|
)
|
|
85
|
|
|
|
|||
Losses/(gains) on hedges, income taxes
|
|
14
|
|
|
4
|
|
|
—
|
|
|
|
|||
Losses/(gains) on hedges
|
|
$
|
(57
|
)
|
|
$
|
(51
|
)
|
|
$
|
85
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Losses/(gains) on postemployment benefits:
|
|
|
|
|
|
|
|
|
||||||
Amortization of unrecognized losses/(gains)(e)
|
|
$
|
(7
|
)
|
|
$
|
2
|
|
|
$
|
1
|
|
|
|
Amortization of prior service costs/(credits)(e)
|
|
(306
|
)
|
|
(311
|
)
|
|
(328
|
)
|
|
|
|||
Settlement and curtailment losses/(gains)(e)
|
|
—
|
|
|
153
|
|
|
(175
|
)
|
|
|
|||
Other losses/(gains) on postemployment benefits
|
|
1
|
|
|
—
|
|
|
—
|
|
|
|
|||
Losses/(gains) on postemployment benefits before income taxes
|
|
(312
|
)
|
|
(156
|
)
|
|
(502
|
)
|
|
|
|||
Losses/(gains) on postemployment benefits, income taxes
|
|
78
|
|
|
38
|
|
|
193
|
|
|
|
|||
Losses/(gains) on postemployment benefits
|
|
$
|
(234
|
)
|
|
$
|
(118
|
)
|
|
$
|
(309
|
)
|
|
|
(a)
|
Represents the reclassification of hedge losses/(gains) resulting from the complete or substantially complete liquidation of our investment in the underlying foreign operations.
|
(b)
|
Represents recognition of the excluded component in net income/(loss).
|
(c)
|
Includes amortization of the excluded component and the effective portion of the related hedges.
|
(d)
|
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.
|
(e)
|
These components are included in the computation of net periodic postemployment benefit costs. See Note 12, Postemployment Benefits, for additional information.
|
2020
|
$
|
1,324
|
|
2021
|
590
|
|
|
2022
|
448
|
|
|
2023
|
306
|
|
|
2024
|
187
|
|
|
Thereafter
|
89
|
|
|
Total
|
$
|
2,944
|
|
|
|
Priority (a)
|
|
Maturity Dates
|
|
Interest Rates (b)
|
|
Carrying Values
|
||||||
|
|
|
|
|
|
|
|
December 28, 2019
|
|
December 29, 2018
|
||||
|
|
|
|
|
|
|
|
(in millions)
|
||||||
U.S. dollar notes:
|
|
|
|
|
|
|
|
|
|
|
||||
2025 Notes(c)
|
|
Senior Secured Notes
|
|
February 15, 2025
|
|
4.875%
|
|
$
|
971
|
|
|
$
|
1,193
|
|
Other U.S. dollar notes(d)(e)
|
|
Senior Notes
|
|
2020-2049
|
|
2.471% - 7.125%
|
|
24,127
|
|
|
25,551
|
|
||
Euro notes(d)
|
|
Senior Notes
|
|
2023-2028
|
|
1.500% - 2.250%
|
|
2,834
|
|
|
2,899
|
|
||
Canadian dollar notes(f)
|
|
Senior Notes
|
|
July 6, 2020
|
|
3.020%
|
|
382
|
|
|
586
|
|
||
British pound sterling notes:
|
|
|
|
|
|
|
|
|
|
|
||||
2030 Notes(g)
|
|
Senior Secured Notes
|
|
February 18, 2030
|
|
6.250%
|
|
170
|
|
|
165
|
|
||
Other British pound sterling notes(d)
|
|
Senior Notes
|
|
July 1, 2027
|
|
4.125%
|
|
519
|
|
|
504
|
|
||
Other long-term debt
|
|
Various
|
|
2020-2035
|
|
0.500% - 5.500%
|
|
48
|
|
|
50
|
|
||
Finance lease obligations
|
|
|
|
|
|
|
|
187
|
|
|
199
|
|
||
Total long-term debt
|
|
|
|
|
|
|
|
29,238
|
|
|
31,147
|
|
||
Current portion of long-term debt
|
|
|
|
|
|
|
|
1,022
|
|
|
377
|
|
||
Long-term debt, excluding current portion
|
|
|
|
|
|
|
|
$
|
28,216
|
|
|
$
|
30,770
|
|
(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 28, 2019.
|
(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 “2019 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.
|
2020
|
$
|
995
|
|
2021
|
990
|
|
|
2022
|
2,073
|
|
|
2023
|
1,678
|
|
|
2024
|
617
|
|
|
Thereafter
|
22,460
|
|
|
Aggregate Principal Amount Outstanding Before Tender Offers
|
|
Amount Validly Tendered
|
|
Aggregate Principal Amount Outstanding After Tender Offers
|
||||||
5.375% senior notes due February 2020
|
$
|
900
|
|
|
$
|
495
|
|
|
$
|
405
|
|
3.500% senior notes due June 2022
|
2,000
|
|
|
881
|
|
|
1,119
|
|
|||
3.500% senior notes due July 2022
|
1,000
|
|
|
554
|
|
|
446
|
|
|||
4.000% senior notes due June 2023
|
1,600
|
|
|
762
|
|
|
838
|
|
|||
4.875% second lien senior secured notes due February 2025
|
1,200
|
|
|
224
|
|
|
976
|
|
|
Aggregate Principal Amount Outstanding Before Redemptions
|
|
Amount Redeemed
|
|
Aggregate Principal Amount Outstanding After Redemptions
|
||||||
2.700% Canadian dollar senior notes due July 2020
|
C$
|
300
|
|
|
C$
|
300
|
|
|
C$
|
—
|
|
2.800% senior notes due July 2020
|
$
|
1,500
|
|
|
$
|
1,300
|
|
|
$
|
200
|
|
|
|
Aggregate Principal Amount
|
||
|
|
(in millions)
|
||
3.750% senior notes due April 2030
|
|
$
|
1,000
|
|
4.625% senior notes due October 2039
|
|
500
|
|
|
4.875% senior notes due October 2049
|
|
1,500
|
|
|
Total senior notes issued
|
|
$
|
3,000
|
|
|
December 28, 2019
|
||
Operating lease costs
|
$
|
191
|
|
Finance lease costs:
|
|
||
Amortization of right-of-use assets
|
27
|
|
|
Interest on lease liabilities
|
6
|
|
|
Short-term lease costs
|
13
|
|
|
Variable lease costs
|
1,270
|
|
|
Sublease income
|
(14
|
)
|
|
Total lease costs
|
$
|
1,493
|
|
|
December 28, 2019
|
||||||
|
Operating
Leases |
|
Finance
Leases |
||||
Right-of-use assets
|
$
|
542
|
|
|
$
|
185
|
|
Lease liabilities (current)
|
147
|
|
|
28
|
|
||
Lease liabilities (non-current)
|
454
|
|
|
158
|
|
||
|
|
|
|
||||
Weighted average remaining lease term
|
6 years
|
|
|
9 years
|
|
||
Weighted average discount rate
|
4.0
|
%
|
|
3.4
|
%
|
|
December 28, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash inflows/(outflows) from operating leases
|
$
|
(196
|
)
|
Operating cash inflows/(outflows) from finance leases
|
(6
|
)
|
|
Financing cash inflows/(outflows) from finance leases
|
(28
|
)
|
|
Right-of-use assets obtained in exchange for lease liabilities:
|
|
||
Operating leases
|
42
|
|
|
Finance leases
|
12
|
|
|
Operating
Leases |
|
Finance
Leases |
||||
2020
|
$
|
168
|
|
|
$
|
33
|
|
2021
|
131
|
|
|
74
|
|
||
2022
|
96
|
|
|
22
|
|
||
2023
|
69
|
|
|
10
|
|
||
2024
|
53
|
|
|
7
|
|
||
Thereafter
|
167
|
|
|
80
|
|
||
Total future undiscounted lease payments
|
684
|
|
|
226
|
|
||
Less imputed interest
|
(83
|
)
|
|
(40
|
)
|
||
Total lease liability
|
$
|
601
|
|
|
$
|
186
|
|
2019
|
$
|
185
|
|
2020
|
137
|
|
|
2021
|
105
|
|
|
2022
|
70
|
|
|
2023
|
49
|
|
|
Thereafter
|
148
|
|
|
Total
|
$
|
694
|
|
|
Shares Issued
|
|
Treasury Shares
|
|
Shares Outstanding
|
|||
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
|
|
Exercise of stock options, issuance of other stock awards, and other
|
—
|
|
|
1
|
|
|
1
|
|
Balance at December 28, 2019
|
1,224
|
|
|
(3
|
)
|
|
1,221
|
|
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
|
(in millions, except per share data)
|
||||||||||
Basic Earnings Per Common Share:
|
|
|
|
|
|
||||||
Net income/(loss) attributable to common shareholders
|
$
|
1,935
|
|
|
$
|
(10,192
|
)
|
|
$
|
10,941
|
|
Weighted average shares of common stock outstanding
|
1,221
|
|
|
1,219
|
|
|
1,218
|
|
|||
Net earnings/(loss)
|
$
|
1.59
|
|
|
$
|
(8.36
|
)
|
|
$
|
8.98
|
|
Diluted Earnings Per Common Share:
|
|
|
|
|
|
||||||
Net income/(loss) attributable to common shareholders
|
$
|
1,935
|
|
|
$
|
(10,192
|
)
|
|
$
|
10,941
|
|
Weighted average shares of common stock outstanding
|
1,221
|
|
|
1,219
|
|
|
1,218
|
|
|||
Effect of dilutive equity awards
|
3
|
|
|
—
|
|
|
10
|
|
|||
Weighted average shares of common stock outstanding, including dilutive effect
|
1,224
|
|
|
1,219
|
|
|
1,228
|
|
|||
Net earnings/(loss)
|
$
|
1.58
|
|
|
$
|
(8.36
|
)
|
|
$
|
8.91
|
|
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
Net sales:
|
|
|
|
|
|
||||||
United States
|
$
|
17,756
|
|
|
$
|
18,122
|
|
|
$
|
18,230
|
|
Canada
|
1,882
|
|
|
2,173
|
|
|
2,177
|
|
|||
EMEA
|
2,551
|
|
|
2,718
|
|
|
2,585
|
|
|||
Rest of World
|
2,788
|
|
|
3,255
|
|
|
3,084
|
|
|||
Total net sales
|
$
|
24,977
|
|
|
$
|
26,268
|
|
|
$
|
26,076
|
|
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
Segment Adjusted EBITDA:
|
|
|
|
|
|
||||||
United States
|
$
|
4,809
|
|
|
$
|
5,218
|
|
|
$
|
5,873
|
|
Canada
|
487
|
|
|
608
|
|
|
636
|
|
|||
EMEA
|
661
|
|
|
724
|
|
|
673
|
|
|||
Rest of World
|
363
|
|
|
635
|
|
|
590
|
|
|||
General corporate expenses
|
(256
|
)
|
|
(161
|
)
|
|
(108
|
)
|
|||
Depreciation and amortization (excluding integration and restructuring expenses)
|
(985
|
)
|
|
(919
|
)
|
|
(907
|
)
|
|||
Integration and restructuring expenses
|
(102
|
)
|
|
(297
|
)
|
|
(583
|
)
|
|||
Deal costs
|
(19
|
)
|
|
(23
|
)
|
|
—
|
|
|||
Unrealized gains/(losses) on commodity hedges
|
57
|
|
|
(21
|
)
|
|
(19
|
)
|
|||
Impairment losses
|
(1,899
|
)
|
|
(15,936
|
)
|
|
(49
|
)
|
|||
Equity award compensation expense (excluding integration and restructuring expenses)
|
(46
|
)
|
|
(33
|
)
|
|
(49
|
)
|
|||
Operating income
|
3,070
|
|
|
(10,205
|
)
|
|
6,057
|
|
|||
Interest expense
|
1,361
|
|
|
1,284
|
|
|
1,234
|
|
|||
Other expense/(income)
|
(952
|
)
|
|
(168
|
)
|
|
(627
|
)
|
|||
Income/(loss) before income taxes
|
$
|
2,661
|
|
|
$
|
(11,321
|
)
|
|
$
|
5,450
|
|
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
Depreciation and amortization expense:
|
|
|
|
|
|
||||||
United States
|
$
|
609
|
|
|
$
|
626
|
|
|
$
|
658
|
|
Canada
|
35
|
|
|
39
|
|
|
48
|
|
|||
EMEA
|
107
|
|
|
102
|
|
|
99
|
|
|||
Rest of World
|
124
|
|
|
119
|
|
|
98
|
|
|||
General corporate expenses
|
119
|
|
|
97
|
|
|
128
|
|
|||
Total depreciation and amortization expense
|
$
|
994
|
|
|
$
|
983
|
|
|
$
|
1,031
|
|
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
Capital expenditures:
|
|
|
|
|
|
||||||
United States
|
$
|
393
|
|
|
$
|
388
|
|
|
$
|
764
|
|
Canada
|
27
|
|
|
21
|
|
|
42
|
|
|||
EMEA
|
134
|
|
|
124
|
|
|
127
|
|
|||
Rest of World
|
149
|
|
|
236
|
|
|
184
|
|
|||
General corporate expenses
|
65
|
|
|
57
|
|
|
77
|
|
|||
Total capital expenditures
|
$
|
768
|
|
|
$
|
826
|
|
|
$
|
1,194
|
|
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
Condiments and sauces
|
$
|
6,406
|
|
|
$
|
6,752
|
|
|
$
|
6,429
|
|
Cheese and dairy
|
4,890
|
|
|
5,287
|
|
|
5,409
|
|
|||
Ambient foods
|
2,475
|
|
|
2,576
|
|
|
2,564
|
|
|||
Meats and seafood
|
2,406
|
|
|
2,505
|
|
|
2,567
|
|
|||
Frozen and chilled foods
|
2,371
|
|
|
2,548
|
|
|
2,578
|
|
|||
Refreshment beverages
|
1,504
|
|
|
1,507
|
|
|
1,506
|
|
|||
Coffee
|
1,271
|
|
|
1,438
|
|
|
1,422
|
|
|||
Infant and nutrition
|
512
|
|
|
756
|
|
|
755
|
|
|||
Desserts, toppings and baking
|
1,032
|
|
|
1,038
|
|
|
1,033
|
|
|||
Nuts and salted snacks
|
966
|
|
|
967
|
|
|
970
|
|
|||
Other
|
1,144
|
|
|
894
|
|
|
843
|
|
|||
Total net sales
|
$
|
24,977
|
|
|
$
|
26,268
|
|
|
$
|
26,076
|
|
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
Net sales:
|
|
|
|
|
|
||||||
United States
|
$
|
17,844
|
|
|
$
|
18,218
|
|
|
$
|
18,324
|
|
Canada
|
1,882
|
|
|
2,173
|
|
|
2,177
|
|
|||
United Kingdom
|
1,007
|
|
|
1,071
|
|
|
1,018
|
|
|||
Other
|
4,244
|
|
|
4,806
|
|
|
4,557
|
|
|||
Total net sales
|
$
|
24,977
|
|
|
$
|
26,268
|
|
|
$
|
26,076
|
|
|
December 28, 2019
|
|
December 29, 2018
|
||||
Long-lived assets:
|
|
|
|
||||
United States
|
$
|
5,004
|
|
|
$
|
5,103
|
|
Other
|
2,051
|
|
|
1,975
|
|
||
Total long-lived assets
|
$
|
7,055
|
|
|
$
|
7,078
|
|
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
Amortization of prior service costs/(credits)
|
$
|
(306
|
)
|
|
$
|
(311
|
)
|
|
$
|
(328
|
)
|
Net pension and postretirement non-service cost/(benefit)(a)
|
(172
|
)
|
|
(40
|
)
|
|
(308
|
)
|
|||
Loss/(gain) on sale of business
|
(420
|
)
|
|
15
|
|
|
—
|
|
|||
Interest income
|
(36
|
)
|
|
(35
|
)
|
|
(43
|
)
|
|||
Foreign exchange loss/(gain)
|
10
|
|
|
166
|
|
|
13
|
|
|||
Other miscellaneous expense/(income)
|
(28
|
)
|
|
37
|
|
|
39
|
|
|||
Other expense/(income)
|
$
|
(952
|
)
|
|
$
|
(168
|
)
|
|
$
|
(627
|
)
|
(a)
|
Excludes amortization of prior service costs/(credits).
|
|
2019 Quarters
|
||||||||||||||
|
Fourth
|
|
Third
|
|
Second
|
|
First
|
||||||||
|
(in millions, except per share data)
|
||||||||||||||
Net sales
|
$
|
6,536
|
|
|
$
|
6,076
|
|
|
$
|
6,406
|
|
|
$
|
5,959
|
|
Gross profit
|
2,107
|
|
|
1,947
|
|
|
2,082
|
|
|
2,011
|
|
||||
Net income/(loss)
|
183
|
|
|
898
|
|
|
448
|
|
|
404
|
|
||||
Net income/(loss) attributable to common shareholders
|
182
|
|
|
899
|
|
|
449
|
|
|
405
|
|
||||
Per share data applicable to common shareholders:
|
|
|
|
|
|
|
|
||||||||
Basic earnings/(loss)
|
0.15
|
|
|
0.74
|
|
|
0.37
|
|
|
0.33
|
|
||||
Diluted earnings/(loss)
|
0.15
|
|
|
0.74
|
|
|
0.37
|
|
|
0.33
|
|
|
2018 Quarters
|
||||||||||||||
|
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
|
|
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
16,852
|
|
|
$
|
8,588
|
|
|
$
|
(463
|
)
|
|
$
|
24,977
|
|
Cost of products sold
|
—
|
|
|
11,042
|
|
|
6,251
|
|
|
(463
|
)
|
|
16,830
|
|
|||||
Gross profit
|
—
|
|
|
5,810
|
|
|
2,337
|
|
|
—
|
|
|
8,147
|
|
|||||
Selling, general and administrative expenses, excluding impairment losses
|
—
|
|
|
798
|
|
|
2,380
|
|
|
—
|
|
|
3,178
|
|
|||||
Goodwill impairment losses
|
—
|
|
|
—
|
|
|
1,197
|
|
|
—
|
|
|
1,197
|
|
|||||
Intangible asset impairment losses
|
—
|
|
|
—
|
|
|
702
|
|
|
—
|
|
|
702
|
|
|||||
Selling, general and administrative expenses
|
—
|
|
|
798
|
|
|
4,279
|
|
|
—
|
|
|
5,077
|
|
|||||
Intercompany service fees and other recharges
|
—
|
|
|
3,377
|
|
|
(3,377
|
)
|
|
—
|
|
|
—
|
|
|||||
Operating income/(loss)
|
—
|
|
|
1,635
|
|
|
1,435
|
|
|
—
|
|
|
3,070
|
|
|||||
Interest expense
|
—
|
|
|
1,283
|
|
|
78
|
|
|
—
|
|
|
1,361
|
|
|||||
Other expense/(income)
|
—
|
|
|
(128
|
)
|
|
(824
|
)
|
|
—
|
|
|
(952
|
)
|
|||||
Income/(loss) before income taxes
|
—
|
|
|
480
|
|
|
2,181
|
|
|
—
|
|
|
2,661
|
|
|||||
Provision for/(benefit from) income taxes
|
—
|
|
|
1
|
|
|
727
|
|
|
—
|
|
|
728
|
|
|||||
Equity in earnings/(losses) of subsidiaries
|
1,935
|
|
|
1,456
|
|
|
—
|
|
|
(3,391
|
)
|
|
—
|
|
|||||
Net income/(loss)
|
1,935
|
|
|
1,935
|
|
|
1,454
|
|
|
(3,391
|
)
|
|
1,933
|
|
|||||
Net income/(loss) attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||
Net income/(loss) excluding noncontrolling interest
|
$
|
1,935
|
|
|
$
|
1,935
|
|
|
$
|
1,456
|
|
|
$
|
(3,391
|
)
|
|
$
|
1,935
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income/(loss) excluding noncontrolling interest
|
$
|
1,856
|
|
|
$
|
1,856
|
|
|
$
|
1,379
|
|
|
$
|
(3,235
|
)
|
|
$
|
1,856
|
|
|
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
|
|
|
2,387
|
|
|
—
|
|
|
3,190
|
|
|||||
Goodwill impairment losses
|
—
|
|
|
—
|
|
|
7,008
|
|
|
—
|
|
|
7,008
|
|
|||||
Intangible asset impairment losses
|
—
|
|
|
—
|
|
|
8,928
|
|
|
—
|
|
|
8,928
|
|
|||||
Selling, general and administrative expenses
|
—
|
|
|
803
|
|
|
18,323
|
|
|
—
|
|
|
19,126
|
|
|||||
Intercompany service fees and other recharges
|
—
|
|
|
3,865
|
|
|
(3,865
|
)
|
|
—
|
|
|
—
|
|
|||||
Operating income/(loss)
|
—
|
|
|
1,359
|
|
|
(11,564
|
)
|
|
—
|
|
|
(10,205
|
)
|
|||||
Interest expense
|
—
|
|
|
1,212
|
|
|
72
|
|
|
—
|
|
|
1,284
|
|
|||||
Other expense/(income)
|
—
|
|
|
(359
|
)
|
|
191
|
|
|
—
|
|
|
(168
|
)
|
|||||
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
|
)
|
|
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)
|
—
|
|
|
(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
|
|
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
1,404
|
|
|
$
|
875
|
|
|
$
|
—
|
|
|
$
|
2,279
|
|
Trade receivables, net
|
—
|
|
|
836
|
|
|
1,137
|
|
|
—
|
|
|
1,973
|
|
|||||
Receivables due from affiliates
|
—
|
|
|
633
|
|
|
793
|
|
|
(1,426
|
)
|
|
—
|
|
|||||
Income taxes receivable
|
—
|
|
|
714
|
|
|
160
|
|
|
(701
|
)
|
|
173
|
|
|||||
Inventories
|
—
|
|
|
1,832
|
|
|
889
|
|
|
—
|
|
|
2,721
|
|
|||||
Short-term lending due from affiliates
|
—
|
|
|
1,399
|
|
|
4,645
|
|
|
(6,044
|
)
|
|
—
|
|
|||||
Prepaid expenses
|
—
|
|
|
193
|
|
|
191
|
|
|
—
|
|
|
384
|
|
|||||
Other current assets
|
—
|
|
|
269
|
|
|
176
|
|
|
—
|
|
|
445
|
|
|||||
Assets held for sale
|
—
|
|
|
13
|
|
|
109
|
|
|
—
|
|
|
122
|
|
|||||
Total current assets
|
—
|
|
|
7,293
|
|
|
8,975
|
|
|
(8,171
|
)
|
|
8,097
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
4,420
|
|
|
2,635
|
|
|
—
|
|
|
7,055
|
|
|||||
Goodwill
|
—
|
|
|
11,066
|
|
|
24,480
|
|
|
—
|
|
|
35,546
|
|
|||||
Investments in subsidiaries
|
51,623
|
|
|
66,492
|
|
|
—
|
|
|
(118,115
|
)
|
|
—
|
|
|||||
Intangible assets, net
|
—
|
|
|
2,860
|
|
|
45,792
|
|
|
—
|
|
|
48,652
|
|
|||||
Long-term lending due from affiliates
|
—
|
|
|
207
|
|
|
2,000
|
|
|
(2,207
|
)
|
|
—
|
|
|||||
Other non-current assets
|
—
|
|
|
850
|
|
|
1,250
|
|
|
—
|
|
|
2,100
|
|
|||||
TOTAL ASSETS
|
$
|
51,623
|
|
|
$
|
93,188
|
|
|
$
|
85,132
|
|
|
$
|
(128,493
|
)
|
|
$
|
101,450
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial paper and other short-term debt
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
6
|
|
Current portion of long-term debt
|
—
|
|
|
626
|
|
|
396
|
|
|
—
|
|
|
1,022
|
|
|||||
Short-term lending due to affiliates
|
—
|
|
|
4,645
|
|
|
1,399
|
|
|
(6,044
|
)
|
|
—
|
|
|||||
Trade payables
|
—
|
|
|
2,445
|
|
|
1,558
|
|
|
—
|
|
|
4,003
|
|
|||||
Payables due to affiliates
|
—
|
|
|
793
|
|
|
633
|
|
|
(1,426
|
)
|
|
—
|
|
|||||
Accrued marketing
|
—
|
|
|
249
|
|
|
398
|
|
|
—
|
|
|
647
|
|
|||||
Interest payable
|
—
|
|
|
372
|
|
|
12
|
|
|
—
|
|
|
384
|
|
|||||
Other current liabilities
|
—
|
|
|
266
|
|
|
2,239
|
|
|
(701
|
)
|
|
1,804
|
|
|||||
Liabilities held for sale
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
|||||
Total current liabilities
|
—
|
|
|
9,401
|
|
|
6,645
|
|
|
(8,171
|
)
|
|
7,875
|
|
|||||
Long-term debt
|
—
|
|
|
27,912
|
|
|
304
|
|
|
—
|
|
|
28,216
|
|
|||||
Long-term borrowings due to affiliates
|
—
|
|
|
2,000
|
|
|
207
|
|
|
(2,207
|
)
|
|
—
|
|
|||||
Deferred income taxes
|
—
|
|
|
1,307
|
|
|
10,571
|
|
|
—
|
|
|
11,878
|
|
|||||
Accrued postemployment costs
|
—
|
|
|
34
|
|
|
239
|
|
|
—
|
|
|
273
|
|
|||||
Other non-current liabilities
|
—
|
|
|
911
|
|
|
548
|
|
|
—
|
|
|
1,459
|
|
|||||
TOTAL LIABILITIES
|
—
|
|
|
41,565
|
|
|
18,514
|
|
|
(10,378
|
)
|
|
49,701
|
|
|||||
Redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total shareholders’ equity
|
51,623
|
|
|
51,623
|
|
|
66,492
|
|
|
(118,115
|
)
|
|
51,623
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
126
|
|
|
—
|
|
|
126
|
|
|||||
TOTAL EQUITY
|
51,623
|
|
|
51,623
|
|
|
66,618
|
|
|
(118,115
|
)
|
|
51,749
|
|
|||||
TOTAL LIABILITIES AND EQUITY
|
$
|
51,623
|
|
|
$
|
93,188
|
|
|
$
|
85,132
|
|
|
$
|
(128,493
|
)
|
|
$
|
101,450
|
|
|
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
|
|
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by/(used for) operating activities
|
$
|
1,953
|
|
|
$
|
3,308
|
|
|
$
|
244
|
|
|
$
|
(1,953
|
)
|
|
$
|
3,552
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(365
|
)
|
|
(403
|
)
|
|
—
|
|
|
(768
|
)
|
|||||
Payments to acquire business, net of cash acquired
|
—
|
|
|
(199
|
)
|
|
—
|
|
|
—
|
|
|
(199
|
)
|
|||||
Net proceeds from/(payments on) intercompany lending activities
|
—
|
|
|
2,248
|
|
|
723
|
|
|
(2,971
|
)
|
|
—
|
|
|||||
Additional investments in subsidiaries
|
(20
|
)
|
|
(51
|
)
|
|
—
|
|
|
71
|
|
|
—
|
|
|||||
Proceeds from net investment hedges
|
—
|
|
|
604
|
|
|
(14
|
)
|
|
—
|
|
|
590
|
|
|||||
Proceeds from sale of business, net of cash disposed
|
—
|
|
|
—
|
|
|
1,875
|
|
|
—
|
|
|
1,875
|
|
|||||
Other investing activities, net
|
—
|
|
|
52
|
|
|
(39
|
)
|
|
—
|
|
|
13
|
|
|||||
Net cash provided by/(used for) investing activities
|
(20
|
)
|
|
2,289
|
|
|
2,142
|
|
|
(2,900
|
)
|
|
1,511
|
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayments of long-term debt
|
—
|
|
|
(4,568
|
)
|
|
(227
|
)
|
|
—
|
|
|
(4,795
|
)
|
|||||
Proceeds from issuance of long-term debt
|
—
|
|
|
2,969
|
|
|
(2
|
)
|
|
—
|
|
|
2,967
|
|
|||||
Debt prepayment and extinguishment costs
|
—
|
|
|
(99
|
)
|
|
—
|
|
|
—
|
|
|
(99
|
)
|
|||||
Proceeds from issuance of commercial paper
|
—
|
|
|
557
|
|
|
—
|
|
|
—
|
|
|
557
|
|
|||||
Repayments of commercial paper
|
—
|
|
|
(557
|
)
|
|
—
|
|
|
—
|
|
|
(557
|
)
|
|||||
Net proceeds from/(payments on) intercompany borrowing activities
|
—
|
|
|
(723
|
)
|
|
(2,248
|
)
|
|
2,971
|
|
|
—
|
|
|||||
Dividends paid
|
(1,953
|
)
|
|
(1,953
|
)
|
|
—
|
|
|
1,953
|
|
|
(1,953
|
)
|
|||||
Other intercompany capital stock transactions
|
—
|
|
|
20
|
|
|
51
|
|
|
(71
|
)
|
|
—
|
|
|||||
Other financing activities, net
|
20
|
|
|
(41
|
)
|
|
(12
|
)
|
|
—
|
|
|
(33
|
)
|
|||||
Net cash provided by/(used for) financing activities
|
(1,933
|
)
|
|
(4,395
|
)
|
|
(2,438
|
)
|
|
4,853
|
|
|
(3,913
|
)
|
|||||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||||
Cash, cash equivalents, and restricted cash:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase/(decrease)
|
—
|
|
|
1,202
|
|
|
(58
|
)
|
|
—
|
|
|
1,144
|
|
|||||
Balance at beginning of period
|
—
|
|
|
202
|
|
|
934
|
|
|
—
|
|
|
1,136
|
|
|||||
Balance at end of period
|
$
|
—
|
|
|
$
|
1,404
|
|
|
$
|
876
|
|
|
$
|
—
|
|
|
$
|
2,280
|
|
|
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
|
|
|
—
|
|
|||||
Proceeds from net investment hedges
|
—
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|||||
Return of capital
|
7
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|||||
Proceeds from sale of business, net of cash disposed
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
|||||
Other investing activities, net
|
—
|
|
|
7
|
|
|
17
|
|
|
—
|
|
|
24
|
|
|||||
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
|
(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
|
|
|
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
|
|
|
—
|
|
|||||
Proceeds from net investment hedges
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||
Other investing activities, net
|
—
|
|
|
56
|
|
|
23
|
|
|
—
|
|
|
79
|
|
|||||
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
|
|
|
December 28, 2019
|
||||||||||||||||||
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
1,404
|
|
|
$
|
875
|
|
|
$
|
—
|
|
|
$
|
2,279
|
|
Restricted cash included in other current assets
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Restricted cash included in other non-current assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash, cash equivalents, and restricted cash
|
$
|
—
|
|
|
$
|
1,404
|
|
|
$
|
876
|
|
|
$
|
—
|
|
|
$
|
2,280
|
|
|
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
|
|
•
|
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 our Annual Report on Form 10-K for the year ended December 29, 2018.
|
•
|
Personnel Actions—A comprehensive disciplinary plan has been implemented for all employees found to have engaged in misconduct, including termination, written warnings, and appropriate training depending on the severity of the misconduct.
|
•
|
Organizational Enhancements—We have implemented the following organizational enhancements: (i) augmented 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) realigned reporting lines whereby procurement finance now report directly to the finance organization.
|
•
|
Procurement Practices—We evaluated our procurement practices and standardized our contract documentation and analyses around procurement contracts. We also updated our global procurement and relevant accounting policies and provided additional training specific to procurement contracts and the relevant accounting considerations.
|
•
|
Overall Communications—We have reinforced and will continue to reinforce the importance of adherence to internal controls and company policies and procedures through formal communications, town hall meetings, and other employee trainings and will continue to communicate as appropriate.
|
•
|
Performance Targets—We have identified and are in the process of 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; (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; and (iv) reassessing certain employees’ key performance indicators.
|
•
|
Procurement Practices—We have evaluated our procurement practices and are in the process of implementing improvements to those practices, including: (i) 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; and (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.
|
•
|
Training Practices—We delivered a comprehensive global procurement training program that covered supplier contracts and related arrangements, including potential accounting implications during 2019. We are in the process of finalizing the 2020 training plan, including optimizing and enhancing our existing training for new hires and transferees into the procurement organization.
|
•
|
Procurement Management Software—We completed our evaluation of potential solutions related to procurement management software in order to enhance the identification, tracking, and monitoring of supplier contracts and related arrangements. We will be implementing a contract management solution during fiscal 2020. However, we have designed and are in the process of implementing manual controls to address the control deficiency until the implementation of the system solution.
|
•
|
We have enhanced 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 implemented and executed additional procedures to (i) enhance our analysis of forecasted cash flows used in the impairment assessment and (ii) test the accuracy of forecasted cash flow allocations to specific brands.
|
|
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))(2)
|
||||
Plan Category
|
(a)
|
|
(b)
|
|
(c)
|
||||
Equity compensation plans approved by security holders
|
33,855,210
|
|
|
$
|
41.22
|
|
|
—
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
33,855,210
|
|
|
|
|
—
|
|
(1)
|
Includes the vesting of RSUs.
|
(2)
|
Excludes shares that are no longer available to be issued as awards under the Kraft Foods Group 2012 Incentive Performance Plan and the HJ Heinz Holding Corp 2013 Omnibus Incentive Plan. We have not issued new awards from these plans since fiscal year ended December 31, 2016.
|
|
Page No.
|
Exhibit No.
|
|
Descriptions
|
2.1
|
|
|
2.2
|
|
|
2.3
|
|
|
2.4
|
|
|
2.5
|
|
|
2.6
|
|
|
2.7
|
|
|
2.8
|
|
2.9
|
|
|
2.10
|
|
|
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
|
|
|
4.25
|
|
|
4.26
|
|
4.27
|
|
|
4.28
|
|
|
4.29
|
|
|
4.30
|
|
|
4.31
|
|
|
4.32
|
|
|
4.33
|
|
|
4.34
|
|
|
4.35
|
|
|
10.1
|
|
|
10.2
|
|
|
10.3
|
|
|
10.4
|
|
|
10.5
|
|
|
10.6
|
|
|
10.7
|
|
|
10.8
|
|
|
10.9
|
|
10.10
|
|
|
10.11
|
|
|
10.12
|
|
|
10.13
|
|
|
10.14
|
|
|
10.15
|
|
|
10.16
|
|
|
10.17
|
|
|
10.18
|
|
|
10.19
|
|
|
10.20
|
|
|
10.21
|
|
|
10.22
|
|
|
10.23
|
|
|
10.24
|
|
|
10.25
|
|
|
10.26
|
|
|
10.27
|
|
|
21.1
|
|
|
|
The Kraft Heinz Company
|
|
Date:
|
February 14, 2020
|
|
|
|
|
By:
|
/s/ Paulo Basilio
|
|
|
|
Paulo Basilio
|
|
|
|
Global Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Miguel Patricio
|
|
Chief Executive Officer
|
|
February 14, 2020
|
Miguel Patricio
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Paulo Basilio
|
|
Global Chief Financial Officer
|
|
February 14, 2020
|
Paulo Basilio
|
|
(Duly Authorized Officer and Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Vince Garlati
|
|
Vice President, Global Controller
|
|
February 14, 2020
|
Vince Garlati
|
|
(Principal Accounting Officer)
|
|
|
Alexandre Behring*
|
|
Chairman of the Board
|
|
|
|
John T. Cahill*
|
|
Vice Chairman of the Board
|
|
|
|
Gregory E. Abel*
|
|
Director
|
|
|
|
Joao M. Castro-Neves*
|
|
Director
|
|
|
|
Feroz Dewan*
|
|
Director
|
|
|
|
Jeanne P. Jackson*
|
|
Director
|
|
|
|
Timothy Kenesey*
|
|
Director
|
|
|
|
Jorge Paulo Lemann*
|
|
Director
|
|
|
|
John C. Pope*
|
|
Director
|
|
|
|
Alexandre Van Damme*
|
|
Director
|
|
|
|
George Zoghbi*
|
|
Director
|
*By:
|
/s/ Paulo Basilio
|
|
Paulo Basilio
|
|
Attorney-In-Fact
|
|
February 14, 2020
|
|
|
|
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 28, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowances related to trade accounts receivable
|
$
|
24
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
33
|
|
Allowances related to deferred taxes
|
81
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
112
|
|
|||||
|
$
|
105
|
|
|
$
|
42
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
145
|
|
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
|
|
(a)
|
Primarily relates to acquisitions and currency translation.
|
1.
|
Amendments
|
2.
|
Miscellaneous
|
KRAFT FOODS GROUP BRANDS LLC
By: /s/ Matthew A. Griffin
Its: Assistant Secretary
Date: 10/14/2019
|
INTERCONTINENTAL GREAT BRANDS LLC
By: Intercontinental Brands LLC
Its sole member
Name: /s/ Jonas Bruzas, Vice President
Title: Vice President
Date: 10/28/2019
|
/s/ David Knopf
David Knopf
|
Date: January 22, 2020
|
ACCEPTED FOR THE KRAFT HEINZ COMPANY
By: /s/ Melissa Werneck
Title: Chief People Officer
Date: January 22, 2020
|
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 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
|
Ethical Bean LLC
|
|
Delaware
|
evolv group llc
|
|
Delaware
|
evolv venture capital fund LP
|
|
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 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) Limited
|
|
Ireland
|
H.J. Heinz Company Limited
|
|
United Kingdom
|
H.J. Heinz Distribution SAS
|
|
France
|
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 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 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 Ltd.
|
|
China
|
Heinz Investments (Cyprus) Ltd.
|
|
Cyprus
|
Heinz Israel Ltd.
|
|
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 Purchasing Company
|
|
Delaware
|
Heinz Qingdao Food Co., Ltd.
|
|
China
|
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 Limited
|
|
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 LLC
|
|
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 Co. Pty Ltd.
|
|
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 Caribbean SRL
|
|
Barbados
|
KH Foodstar LLC
|
|
Delaware
|
KH Gustav LLC
|
|
Delaware
|
KH Investment Company 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 Comercio, Distribuicao E Importacao Ltda.
|
|
Brazil
|
Kraft Heinz Canada ULC
|
|
Canada
|
Kraft Heinz Chile Limitada
|
|
Chile
|
Kraft Heinz Foods Company
|
|
Pennsylvania
|
Kraft Heinz Foods Company LP
|
|
Canada
|
Kraft Heinz Foods Luxembourg Holdings S.à r.l
|
|
Luxembourg
|
Kraft Heinz Global Finance B.V.
|
|
Netherlands
|
Kraft Heinz Holding LLC
|
|
Delaware
|
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 Puerto Rico LLC
|
|
Puerto Rico
|
Kraft Heinz Sewickley C.V.
|
|
Netherlands
|
Kraft Heinz Singapore Holding Pte. Ltd.
|
|
Singapore
|
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 Limited
|
|
Russia
|
Phenix Management Corporation
|
|
Delaware
|
Pollio Italian Cheese Company
|
|
Delaware
|
PPK Ltd.
|
|
Russia
|
Primal Nutrition LLC
|
|
Delaware
|
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 Ltd.
|
|
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
|
XO Dairy, LLC
|
|
Delaware
|
Signature
|
Title
|
Date
|
|
|
|
/s/ Miguel Patricio
|
Chief Executive Officer
|
February 11, 2020
|
Miguel Patricio
|
(Principal Executive Officer)
|
|
|
|
|
/s/ Paulo Basilio
|
Global Chief Financial Officer
|
February 11, 2020
|
Paulo Basilio
|
(Duly Authorized Officer and Principal Financial Officer)
|
|
|
|
|
/s/ Vince Garlati
|
Vice President, Global Controller
|
February 11, 2020
|
Vince Garlati
|
(Principal Accounting Officer)
|
|
|
|
|
/s/ Alexandre Behring
|
Chairman of the Board
|
February 11, 2020
|
Alexandre Behring
|
|
|
|
|
|
/s/ John T. Cahill
|
Vice Chairman of the Board
|
February 11, 2020
|
John T. Cahill
|
|
|
|
|
|
/s/ Gregory E. Abel
|
Director
|
February 11, 2020
|
Gregory E. Abel
|
|
|
|
|
|
/s/ Joao M. Castro-Neves
|
Director
|
February 11, 2020
|
Joao M. Castro-Neves
|
|
|
|
|
|
/s/ Tracy Britt Cool
|
Director
|
February 11, 2020
|
Tracy Britt Cool
|
|
|
|
|
|
/s/ Feroz Dewan
|
Director
|
February 11, 2020
|
Feroz Dewan
|
|
|
|
|
|
/s/ Jeanne P. Jackson
|
Director
|
February 11, 2020
|
Jeanne P. Jackson
|
|
|
|
|
|
/s/ Jorge Paulo Lemann
|
Director
|
February 11, 2020
|
Jorge Paulo Lemann
|
|
|
|
|
|
/s/ John C. Pope
|
Director
|
February 11, 2020
|
John C. Pope
|
|
|
|
|
|
/s/ Alexandre Van Damme
|
Director
|
February 11, 2020
|
Alexandre Van Damme
|
|
|
|
|
|
/s/ George Zoghbi
|
Director
|
February 11, 2020
|
George Zoghbi
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K for the period ended December 28, 2019 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/ Miguel Patricio
|
|
Miguel Patricio
|
|
Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K for the period ended December 28, 2019 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
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(b)
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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.
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By:
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/s/ Paulo Basilio
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Paulo Basilio
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Global Chief Financial Officer
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1.
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The Company’s Annual Report on Form 10-K for the period ended December 28, 2019 (the “Form 10-K”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
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By:
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/s/ Miguel Patricio
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Name:
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Miguel Patricio
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Title:
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Chief Executive Officer
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1.
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The Company’s Annual Report on Form 10-K for the period ended December 28, 2019 (the “Form 10-K”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
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By:
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/s/ Paulo Basilio
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Name:
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Paulo Basilio
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Title:
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Global Chief Financial Officer
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