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The Kraft Heinz Company (Exact Name of Registrant As Specified in Its Charter)

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The Kraft Heinz Company (Exact Name of Registrant As Specified in Its Charter) KRAFT HEINZ CO FORM 10-K (Annual Report) Filed 02/23/17 for the Period Ending 12/31/16 Address ONE PPG PLACE PITTSBURGH, PA 15222 Telephone 412-456-5700 CIK 0001637459 Symbol KHC SIC Code 2030 - Canned, Frozen, And Preserved Fruits, Vegetables, Industry Food Processing Sector Consumer Non-Cyclicals Fiscal Year 12/31 http://www.edgar-online.com © Copyright 2017, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 or o 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 Name of exchange on which registered Common stock, $0.01 par value 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 x No o 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 o No x Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections. 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 x No o Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One): Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller reporting company o (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x 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 $107 billion . As of February 18, 2017 , there were 1,217,136,057 shares of the registrant’s common stock outstanding. Documents Incorporated by Reference Portions of the registrant's definitive proxy statement to be filed with the Securities and Exchange Commission in connection with its annual meeting of shareholders expected to be held on April 19, 2017 are incorporated by reference into Part III hereof. The Kraft Heinz Company Table of Contents PART I 1 Item 1. Business. 1 Item 1A. Risk Factors. 6 Item 1B. Unresolved Staff Comments. 17 Item 2. Properties. 17 Item 3. Legal Proceedings. 17 Item 4. Mine Safety Disclosures. 17 PART II 18 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 18 Item 6. Selected Financial Data. 19 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 21 Overview 21 Consolidated Results of Operations 22 Results of Operations by Segment 27 Critical Accounting Policies 32 New Accounting Pronouncements 35 Contingencies 35 Commodity Trends 35 Liquidity and Capital Resources 35 Off-Balance Sheet Arrangements and Aggregate Contractual Obligations 37 Equity and Dividends 38 Supplemental Unaudited Pro Forma Condensed Combined Financial Information 38 Non-GAAP Financial Measures 44 Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 49 Item 8. Financial Statements and Supplementary Data. 50 Report of Independent Registered Public Accounting Firm 50 Consolidated Statements of Income 51 Consolidated Statements of Comprehensive Income 52 Consolidated Balance Sheets 53 Consolidated Statement of Equity 54 Consolidated Statements of Cash Flows 55 Notes to Consolidated Financial Statements 57 Note 1. Background and Basis of Presentation 57 Note 2. Merger and Acquisition 62 Note 3. Integration and Restructuring Expenses 64 Note 4. Inventories 66 Note 5. Property, Plant and Equipment 66 Note 6. Goodwill and Intangible Assets 67 Note 7. Income Taxes 69 Note 8. Employee’s Stock Incentive Plans 72 Note 9. Postemployment Benefits 74 Note 10. Accumulated Other Comprehensive Income/(Losses) 83 Note 11. Debt 85 Note 12. Capital Stock 87 Note 13. Financing Arrangements 88 Note 14. Financial Instruments 89 Note 15. Venezuela - Foreign Currency and Inflation 93 Note 16. Commitments and Contingencies 94 Note 17. Earnings Per Share 96 Note 18. Segment Reporting 96 Note 19. Quarterly Financial Data (Unaudited) 99 Note 20. Supplemental Financial Information 100 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 109 Item 9A. Controls and Procedures. 109 Item 9B. Other Information. 109 PART III 110 Item 10. Directors, Executive Officers and Corporate Governance. 110 Item 11. Executive Compensation. 110 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 110 Item 13. Certain Relationships and Related Transactions, and Director Independence. 110 Item 14. Principal Accountant Fees and Services. 110 PART IV 111 Item 15. Exhibits and Financial Statement Schedules. 111 Item 16. Form 10-K Summary. 115 Signatures 116 Valuation and Qualifying Accounts 117 Unless the context otherwise requires, the terms “we,” “us,” “our,” “Kraft Heinz,” and the “Company” each refer to The Kraft Heinz Company. Forward-Looking Statements This Annual Report on Form 10-K contains a number of forward-looking statements. Words such as “expect,” “improve,” “reassess,” “remain,” “will,” and variations of such words and similar expressions are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding our plans, synergies and growth, taxes, integration, 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 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, increased competition; our ability to maintain, extend and expand our reputation and brand image; our ability to differentiate our products from other brands; the consolidation of retail customers; our ability to predict, identify and interpret changes in consumer preferences and demand; our ability to drive revenue growth in our key product categories, increase our market share, or add products; an impairment of the carrying value of goodwill or other indefinite- lived intangible assets; volatility in commodity, energy and other input costs; changes in our management team or other key personnel; our inability to realize the anticipated benefits from our cost savings initiatives; changes in relationships with significant customers and suppliers; execution of our international expansion strategy; changes in laws and regulations; legal claims or other regulatory enforcement actions; product recalls or product liability claims; unanticipated business disruptions; failure to successfully integrate the business and operations of Kraft Heinz in the expected time frame; our ability to complete or realize the benefits from potential and completed acquisitions, alliances, divestitures or joint ventures; economic and political conditions in the nations in which we operate; the volatility of capital markets; increased pension, labor and people-related expenses; volatility in the market value of all or a portion of the derivatives we use; exchange rate fluctuations; disruptions in information technology networks and systems; our inability to protect intellectual property rights; impacts of natural events in the locations in which we or our customers, suppliers or regulators operate; our indebtedness and ability to pay such indebtedness; tax law changes or interpretations; and other factors. For additional information on these and other factors that could affect our forward-looking statements, see “Risk Factors” below in this Annual Report on Form 10-K. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this report, except as required by applicable law or regulation.
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