Form 8-K the Kraft Heinz Company
Total Page:16
File Type:pdf, Size:1020Kb
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2015 The Kraft Heinz Company (Exact name of registrant as specified in its charter) Commission File Number: 001-37482 Delaware 46-2078182 (State or other jurisdiction of (IRS Employer incorporation) Identification No.) One PPG Place, Pittsburgh, Pennsylvania 15222 (Address of principal executive offices, including zip code) (412) 456-5700 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a- 12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c)) Item 8.01. Other Events. The Kraft Heinz Company (“Kraft Heinz”) is filing this Current Report on Form 8-K (this “Current Report”) to update the presentation of certain financial information and related disclosures included in the Annual Report of Kraft Foods Group, Inc. (“Kraft”) on Form 10-K for the year ended December 27, 2014, which was filed with the Securities and Exchange Commission on February 19, 2015 (the “Annual Report”). During the quarter ended June 27, 2015, Kraft changed the presentation of its financial information to reflect a new organizational structure and definition of segment operating income. Under this new organizational structure, Kraft began managing and reporting its operating results through five reportable segments: Cheese, Beverages & Snack Nuts, Refrigerated Meals, Meal Solutions, and International. Its remaining businesses, including its U.S. and Canadian Foodservice businesses, were aggregated as “Other Businesses”. In addition, Kraft's segment operating income measure was recast to exclude the impacts of cost savings initiatives expenses. Kraft operated under this organizational structure until the closing of its merger with H.J. Heinz Corporation on July 2, 2015. This Current Report and the exhibit included as Exhibit 99.1 provide segment reporting financial information for the above segments with respect to the historical financial information included in Kraft's Annual Report. This historical financial information is consistent with the segment presentation set forth in Kraft's financial information for the quarter ended June 27, 2015, which was filed with the Securities and Exchange Commission on August 10, 2015 on Form 8-K by Kraft Heinz. This Current Report does not reflect any other changes, activities or events occurring subsequent to the initial filing of Kraft's Annual Report on February 19, 2015 and does not modify or update the disclosures therein in any way, other than as required to reflect the segment changes as described above and set forth in the exhibit included as Exhibit 99.1. For information on developments since the filing of Kraft's Annual Report, please refer to Kraft's and Kraft Heinz's filings with the Securities and Exchange Commission. Unaffected items and unaffected portions of Kraft's Annual Report have not been repeated in, and are not amended or modified by, this Current Report or Exhibit 99.1. Item 9.01. Financial Statements and Exhibits. (d) The following exhibits are filed with this Current Report on Form 8-K. Exhibit No. Description 23.1 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. 99.1 Kraft Foods Group's Annual Report on Form 10-K for the year ended December 27, 2014, as filed with the Securities and Exchange Commission on February 19, 2015, recast solely to reflect the changes in segment reporting in the following Items: Part I Item 1. Business, Part II Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, and Part II Item 8. Financial Statements and Supplementary Data. 101.1 The following materials from Kraft Foods Group’s Annual Report on Form 10-K for the year ended December 27, 2014 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Earnings, (ii) the Consolidated Statements of Comprehensive Earnings, (iii) the Consolidated Statements of Equity, (iv) the Consolidated Balance Sheets, (v) the Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. The Kraft Heinz Company Date: August 10, 2015 By: /s/ Paulo Basilio Paulo Basilio Executive Vice President and Chief Financial Officer Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-205481) of The Kraft Heinz Company of our report dated February 19, 2015 except with respect to our opinion on the consolidated financial statements insofar as it relates to the effects of the changes in the composition of reportable segments described in Notes 4, 5 and 15 as to which the date is August 10, 2015, relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, of Kraft Foods Group, Inc., which appears in this Current Report on Form 8-K of The Kraft Heinz Company dated August 10, 2015. /s/ PRICEWATERHOUSECOOPERS LLP Chicago, Illinois August 10, 2015 Exhibit 99.1 EXPLANATORY NOTE The Kraft Heinz Company (the “Company”) is filing this exhibit (the “Exhibit”) to reflect changes to the presentation of Kraft Foods Group, Inc.’s (“Kraft Foods”) financial information as set forth in Kraft Foods’ Annual Report on Form 10-K for the year ended December 27, 2014 ("Annual Report"), as filed with the Securities and Exchange Commission (“SEC”) on February 19, 2015. This Exhibit is being filed solely to present recast segment reporting financial information to reflect organizational structure changes implemented during Kraft Foods’ second quarter of 2015. No other changes have been made to the Annual Report. This Exhibit speaks as of the original filing date of the Annual Report, does not reflect events that may have occurred to Kraft Foods subsequent to the original filing date, and does not modify or update in any way the disclosures made in the Annual Report other than as required to reflect the segment changes or any of Kraft Foods’ SEC filings. Kraft Foods Group, Inc. Table of Contents Page No. Part I - Item 1. Business 1 Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 6 Description of the Company 6 Consolidated Results of Operations 6 Results of Operations by Reportable Segment 9 Critical Accounting Policies 13 New Accounting Pronouncements 16 Contingencies 16 Commodity Trends 16 Liquidity and Capital Resources 16 Off-Balance Sheet Arrangements and Aggregate Contractual Obligations 17 Equity and Dividends 18 Non-GAAP Financial Measures 19 Item 8. Financial Statements and Supplementary Data 21 Report of Independent Registered Public Accounting Firm 21 Consolidated Statements of Earnings for the Years Ended December 27, 2014, December 28, 2013, and December 29, 2012 22 Consolidated Statements of Comprehensive Earnings for the Years Ended December 27, 2014, December 28, 2013, and December 29, 2012 23 Consolidated Balance Sheets at December 27, 2014 and December 28, 2013 24 Consolidated Statements of Equity for the Years Ended December 27, 2014, December 28, 2013, and December 29, 2012 25 Consolidated Statements of Cash Flows for the Years Ended December 27, 2014, December 28, 2013, and December 29, 2012 26 Notes to Consolidated Financial Statements 27 Valuation and Qualifying Accounts S-1 In this report, “Kraft Foods Group,” “we,” “us,” and “our” refers to Kraft Foods Group, Inc. i Forward-looking Statements This report contains a number of forward-looking statements. Words such as “anticipate,” “estimate,” “expect,” “plan,” “believe,” “may,” “will,” and variations of such words and similar expressions are intended to identify our forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. Examples of forward-looking statements include, but are not limited to, statements, beliefs, and expectations regarding our business, customers, consumers, dividends, projected market performance of our common stock related to performance share awards, new accounting pronouncements and accounting changes, commodity costs, cost savings initiatives, hedging activities, legal matters, goodwill and other intangible assets, price volatility and cost environment, liquidity, funding sources, postemployment benefit plans, including expected contributions, obligations, rates of return and costs, capital expenditures and funding, debt, off-balance sheet arrangements and contractual obligations, general views about future operating results, our risk management program, and other events or developments