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The Kraft Heinz Company

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The Kraft Heinz Company UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 29, 2018 or □ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37482 The Kraft Heinz Company (Exact name of registrant as specified in its charter) 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) Registrant’s telephone number, including area code: (412) 456-5700 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of exchange on which registered Common stock, $0.01 par value KHC The Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes □ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes □ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes □ No ☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes □ No ☒ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ ‘‘smaller reporting company,’’ and ‘‘emerging growth company’’ in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer □ Non-accelerated filer □ Smaller reporting company □ Emerging growth company □ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes □ No ☒ The aggregate market value of the shares of common stock held by non-affiliates of the registrant, computed by reference to the closing price of such stock as of the last business day of the registrant’s most recently completed second quarter, was $38 billion. As of June 5, 2019, there were 1,219,938,804 shares of the registrant’s common stock outstanding. Table of Contents PART I 6 Item 1. Business. 6 Item 1A. Risk Factors. 11 Item 1B. Unresolved Staff Comments. 25 Item 2. Properties. 25 Item 3. Legal Proceedings. 25 Item 4. Mine Safety Disclosures. 25 PART II 25 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 25 Item 6. Selected Financial Data. 27 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 28 Overview 28 Consolidated Results of Operations 30 Results of Operations by Segment 34 Critical Accounting Estimates 39 New Accounting Pronouncements 43 Contingencies 43 Commodity Trends 43 Liquidity and Capital Resources 43 Off-Balance Sheet Arrangements and Aggregate Contractual Obligations 46 Equity and Dividends 47 Non-GAAP Financial Measures 47 Supplemental Unaudited Quarterly Financial Information 53 Item 7A. Quantitative and Qualitative Disclosures about Market Risk. 56 Item 8. Financial Statements and Supplementary Data. 58 Report of Independent Registered Public Accounting Firm 58 Consolidated Statements of Income 60 Consolidated Statements of Comprehensive Income 61 Consolidated Balance Sheets 62 Consolidated Statements of Equity 63 Consolidated Statements of Cash Flows 64 Notes to Consolidated Financial Statements 66 Note 1. Basis of Presentation 66 Note 2. Restatement of Previously Issued Consolidated Financial Statements 67 Note 3. Significant Accounting Policies 82 Note 4. New Accounting Standards 86 Note 5. Acquisitions and Divestitures 89 Note 6. Integration and Restructuring Expenses 92 Note 7. Restricted Cash 94 Note 8. Inventories 94 Note 9. Property, Plant and Equipment 95 Note 10. Goodwill and Intangible Assets 95 Note 11. Income Taxes 99 Note 12. Employees’ Stock Incentive Plans 103 Note 13. Postemployment Benefits 106 Note 14. Financial Instruments 116 Note 15. Accumulated Other Comprehensive Income/(Loss) 121 Note 16. Venezuela - Foreign Currency and Inflation 123 1 Note 17. Financing Arrangements 124 Note 18. Commitments and Contingencies 125 Note 19. Debt 127 Note 20. Capital Stock 130 Note 21. Earnings Per Share 131 Note 22. Segment Reporting 131 Note 23. Quarterly Financial Data (Unaudited) 134 Note 24. Supplemental Guarantor Information 200 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. 215 Item 9A. Controls and Procedures. 215 Item 9B. Other Information. 217 PART III 217 Item 10. Directors, Executive Officers and Corporate Governance. 217 Executive Officers 217 Board of Directors 217 Corporate Governance and Board Matters 220 Board Committees and Membership—Audit Committee 221 Board Committees and Membership—Operations and Strategy Committee 221 Item 11. Executive Compensation. 222 Board Committees and Membership—Compensation Committee 222 Compensation of Non-Employee Directors 223 Compensation Discussion and Analysis 224 Executive Compensation Tables 231 Pay Ratio Disclosure 238 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 239 Securities Authorized for Issuance Under Equity Compensation Plans 239 Ownership of Equity Securities 239 Item 13. Certain Relationships and Related Transactions, and Director Independence. 241 Independence and Related Person Transactions 241 Item 14. Principal Accounting Fees and Services. 243 PART IV 244 Item 15. Exhibits, Financial Statement Schedules. 244 Item 16. Form 10-K Summary. 249 Signatures 250 Valuation and Qualifying Accounts S-1 Unless the context otherwise requires, the terms “we,” “us,” “our,” “Kraft Heinz,” and the “Company” each refer to The Kraft Heinz Company and all of its consolidated subsidiaries. 2 Forward-Looking Statements This Annual Report on Form 10-K contains a number of forward-looking statements. Words such as “anticipate,” “reflect,” “invest,” “see,” “make,” “expect,” “give,” “deliver,” “drive,” “believe,” “improve,” “assess,” “reassess,” “remain,” “evaluate,” “grow,” “will,” “plan,” and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding our plans, impacts of accounting standards and guidance, growth, legal matters, taxes, costs and cost savings, impairments, and dividends. These forward-looking statements are not guarantees of future performance and are subject to a number of risks and uncertainties, many of which are difficult to predict and beyond our control. Important factors that may affect our business and operations and that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, operating in a highly competitive industry; our ability to correctly predict, identify, and interpret changes in consumer preferences and demand, to offer new products to meet those changes, and to respond to competitive innovation; changes in the retail landscape or the loss of key retail customers; changes in our relationships with significant customers, suppliers, and other business relationships; our ability to maintain, extend, and expand our reputation and brand image; our ability to leverage our brand value to compete against private label products; our ability to drive revenue growth in our key product categories, increase our market share, or add products that are in faster-growing and more profitable categories; product recalls or product liability claims; unanticipated business disruptions; our ability to identify, complete, or realize the benefits from strategic acquisitions, alliances, divestitures, joint ventures, or other investments; our ability to realize the anticipated benefits from prior or future streamlining actions to reduce fixed costs, simplify or improve processes, and improve our competitiveness; our ability to successfully execute our strategic initiatives; the impacts of our international operations; economic and political conditions in the United States and in various other nations where we do business; changes in our management team or other key personnel and our ability to hire or retain key personnel or a highly skilled and diverse global workforce; risks associated with information technology and systems, including service interruptions, misappropriation of data, or breaches of security; impacts of natural events in the locations
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