ˆ200Fm10yQgXLx&$gÉŠ 200Fm10yQgXLx&$g MWRPRFRS08 KRAFT FOODS GROUP, I RR Donnelley ProFile11.2.15 MWRpf_rend13-Mar-2013 08:36 EST 463856 COV 1 8* FORM 10-K - DFN CHW xbrl_ex1015 HTM ESS 0C Page 1 of 1 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, 2012 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 1-35491 Kraft Foods Group, Inc. (Exact name of registrant as specified in its charter) Virginia 36-3083135 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Three Lakes Drive, Northfield, Illinois 60093-2753 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: 847-646-2000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, no 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 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 ⌧ 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 ⌧ No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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 ⌧ No 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. 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 Accelerated filer Non-accelerated filer ⌧ Smaller reporting company (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 Act). Yes No ⌧ As of June 30, 2012, the registrant’s common stock was not publicly traded. At February 23, 2013, there were 593,372,593 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 May 22, 2013 are incorporated by reference into Part III hereof. ˆ200Fm10yQhdDjx86+Š 200Fm10yQhdDjx86+ IL0104AC350890 KRAFT FOODS GROUP, I RR Donnelley ProFile11.2.13 MWRcortf0cw19-Mar-2013 11:31 EST 463856 TOC 1 9* FORM 10-K - DFN CHW HTM ESS 0C Page 1 of 1 Kraft Foods Group, Inc. Page No. Part I – Item 1. Business 1 Item 1A. Risk Factors 10 Item 1B. Unresolved Staff Comments 18 Item 2. Properties 19 Item 3. Legal Proceedings 19 Item 4. Mine Safety Disclosures 19 Part II – Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities 20 Item 6. Selected Financial Data 21 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations: 21 Discussion and Analysis 22 Critical Accounting Policies 32 Commodity Trends 37 Liquidity and Capital Resources 37 Off-Balance Sheet Arrangements and Aggregate Contractual Obligations 39 Equity and Dividends 40 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 43 Item 8. Financial Statements and Supplementary Data: Report of Independent Registered Public Accounting Firm 44 Consolidated Statements of Earnings for the Years Ended December 29, 2012, December 31, 2011, and December 31, 2010 45 Consolidated Statements of Comprehensive Earnings for the Years Ended December 29, 2012, December 31, 2011, and December 31, 2010 46 Consolidated Balance Sheets at December 29, 2012 and December 31, 2011 47 Consolidated Statements of Equity for the Years Ended December 29, 2012, December 31, 2011, and December 31, 2010 48 Consolidated Statements of Cash Flows for the Years Ended December 29, 2012, December 31, 2011, and December 31, 2010 49 Notes to Consolidated Financial Statements 50 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 82 Item 9A. Controls and Procedures 82 Item 9B. Other Information 83 Part III – Item 10. Directors, Executive Officers, and Corporate Governance 83 Item 11. Executive Compensation 83 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 84 Item 13. Certain Relationships and Related Transactions and Director Independence 84 Item 14. Principal Accountant Fees and Services 84 Part IV – Item 15. Exhibits and Financial Statement Schedules 85 Signatures 88 Valuation and Qualifying Accounts S-1 In this report, “Kraft Foods Group,” “the Company,” “we,” “us,” and “our” refers to Kraft Foods Group, Inc. i ˆ200Fm10yQh2vLJ$6bŠ 200Fm10yQh2vLJ$6b ACXFBU-MWE-XN03 KRAFT FOODS GROUP, I RR Donnelley ProFile11.2.13 MWRkumap6an15-Mar-2013 21:34 EST 463856 TX 1 6* FORM 10-K - DFN CHW HTM ESS 0C Page 1 of 1 Forward-looking Statements This report contains a number of forward-looking statements. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “continue,” “believe,” “may,” “will,” and variations of such words and similar expressions are intended to identify our forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements, beliefs, and expectations regarding the Spin-Off and our business, dividends, the impact of new accounting standards and accounting changes, commodity costs, costs incurred in connection with the Spin-Off (as defined below), the Restructuring Program (as defined below), hedging activities, results of legal matters, our goodwill and other intangible assets, price volatility and cost environment, our liquidity, our funding sources, our postemployment benefit plans, including expected contributions, obligations, rates of return and costs, our capital expenditures and funding, our debt, off-balance sheet arrangements and contractual obligations, general views about future operating results, our risk management program, and other events or developments that we expect or anticipate will occur in the future. These forward-looking statements are not guarantees of future performance and are subject to a number of risks and uncertainties, many of which are beyond our control. The cautionary statements contained in the “Risk Factors” found in this Annual Report on Form 10-K identify important factors that could cause actual results to differ materially from those in our forward-looking statements. These factors include, but are not limited to, increased competition; our ability to differentiate our products from retailer and economy brands; our ability to maintain our reputation and brand image; increasing consolidation of retail customers; changes in relationships with our significant customers and suppliers; continued volatility and sharp increases in commodity and other input costs; pricing actions; increased costs of sales; product recalls and product liability claims; unanticipated business disruptions; our ability to predict, identify and interpret changes in consumer preferences and demand; a shift in our product mix to lower margin offerings; unexpected safety or manufacturing issues, regulatory or legal restrictions, actions or delays, unanticipated expenses such as litigation or legal settlement expenses; our ability to complete potential divestitures or acquisitions; our ability to realize the expected benefits of acquisitions if they are completed; our indebtedness and our ability to pay our indebtedness; disruptions in our information technology networks and systems; our inability to protect our intellectual property rights; continued consumer weakness; weakness in economic conditions; tax law changes; the qualification of the Distribution and the Internal Spin- Off Transactions (each as defined below) for non-recognition treatment for U.S. federal income tax purposes (as well as any related indemnification obligation to Mondelēz International, Inc. (“Mondelēz International,” formerly Kraft Foods Inc.) in case such transactions do not so qualify); the qualification of the Canadian aspects of the Internal Spin-Off Transactions for tax-deferred treatment for Canadian federal and provincial income tax purposes; the restrictions we agreed to in order to preserve the non-recognition treatment of the Internal Spin-Off Transactions and the Distribution; our ability to achieve the benefits we expect to achieve from the Spin-Off and to do so in a timely and cost-effective manner; our lack of operating history as an independent, publicly traded company; future competition from Mondelēz International; and the incurrence of substantial indebtedness in connection with the Spin-Off and any potential related reductions in spending on our business activities.