SEC Info - Kraft Heinz Co. - ‘10-K’ for 12/25/21

We have served as the Company’s or its predecessors' auditor since 1979.

The Kraft Heinz Company

Consolidated Statements of Income

(in millions, except per share data)

Net sales

i 26,042

i 26,185

i 24,977

Cost of products sold

i 17,360

i 17,008

i 16,830

Gross profit

i 8,682

i 9,177

i 8,147

Selling, general and administrative expenses, excluding impairment losses

i 3,588

i 3,650

i 3,178

Goodwill impairment losses

i 318

i 2,343

i 1,197

Intangible asset impairment losses

i 1,316

i 1,056

i 702

Selling, general and administrative expenses

i 5,222

i 7,049

i 5,077

Operating income/(loss)

i 3,460

i 2,128

i 3,070

Interest expense

i 2,047

i 1,394

i 1,361

Other expense/(income)

( i 295)

( i 296)

( i 952)

Income/(loss) before income taxes

i 1,708

i 1,030

i 2,661

Provision for/(benefit from) income taxes

i 684

i 669

i 728

Net income/(loss)

i 1,024

i 361

i 1,933

Net income/(loss) attributable to noncontrolling interest

i 12

i 5

( i 2)

Net income/(loss) attributable to common shareholders

i 1,012

i 356

i 1,935

Per share data applicable to common shareholders:

Basic earnings/(loss)

i 0.83

i 0.29

i 1.59

Diluted earnings/(loss)

i 0.82

i 0.29

i 1.58

See accompanying notes to the consolidated financial statements.

The Kraft Heinz Company

Consolidated Statements of Comprehensive Income

(in millions)

Net income/(loss)

i 1,024

i 361

i 1,933

Other comprehensive income/(loss), net of tax:

Foreign currency translation adjustments

( i 236)

i 327

i 246

Net deferred gains/(losses) on net investment hedges

i 169

( i 321)

i 1

Amounts excluded from the effectiveness assessment of net investment hedges

i 35

i 26

i 22

Net deferred losses/(gains) on net investment hedges reclassified to net income/(loss)

( i 29)

( i 17)

( i 16)

Net deferred gains/(losses) on cash flow hedges

( i 91)

i 144

( i 10)

Amounts excluded from the effectiveness assessment of cash flow hedges

i 27

i 24

i 29

Net deferred losses/(gains) on cash flow hedges reclassified to net income/(loss)

i 68

( i 116)

( i 41)

Net actuarial gains/(losses) arising during the period

i 232

( i 27)

( i 70)

Prior service credits/(costs) arising during the period

i —

i 1

Net postemployment benefit losses/(gains) reclassified to net income/(loss)

( i 26)

( i 118)

( i 234)

Total other comprehensive income/(loss)

i 149

( i 78)

( i 72)

Total comprehensive income/(loss)

i 1,173

i 283

i 1,861

Comprehensive income/(loss) attributable to noncontrolling interest

i 18

i 8

i 5

Comprehensive income/(loss) attributable to common shareholders

i 1,155

i 275

i 1,856

See accompanying notes to the consolidated financial statements.

The Kraft Heinz Company

Consolidated Balance Sheets

(in millions, except per share data)


	December 25, 2021		December 26, 2020
ASSETS
Cash and cash equivalents	$	i 3,445	$	i 3,417
Trade receivables (net of allowances of $ i 48 at December 25, 2021 and $ i 48 at December 26, 2020)	i 1,957		i 2,063
Inventories	i 2,729		i 2,773
Prepaid expenses	i 136		i 132
Other current assets	i 716		i 574
Assets held for sale	i 11		i 1,863
Total current assets	i 8,994		i 10,822
Property, plant and equipment, net	i 6,806		i 6,876
Goodwill	i 31,296		i 33,089
Intangible assets, net	i 43,542		i 46,667
Other non-current assets	i 2,756		i 2,376
TOTAL ASSETS	$	i 93,394	$	i 99,830
LIABILITIES AND EQUITY
Commercial paper and other short-term debt	$	i 14	$	i 6
Current portion of long-term debt	i 740		i 230
Trade payables	i 4,753		i 4,304
Accrued marketing	i 804		i 946
Interest payable	i 268		i 358
Income taxes payable	i 541		i 114
Other current liabilities	i 1,944		i 2,086
Liabilities held for sale	i —		i 17
Total current liabilities	i 9,064		i 8,061
Long-term debt	i 21,061		i 28,070
Deferred income taxes	i 10,536		i 11,462
Accrued postemployment costs	i 205		i 243
Long-term deferred income	i 1,534		i 6
Other non-current liabilities	i 1,542		i 1,745
TOTAL LIABILITIES	i 43,942		i 49,587
Commitments and Contingencies (Note 16)	i		i
Redeemable noncontrolling interest	i 4		i —
Equity:
Common stock, $ i i 0.01 / par value ( i i 5,000 / shares authorized; i 1,235 shares issued and i 1,224 shares outstanding at December 25, 2021; i 1,228 shares issued and i 1,223 shares outstanding at December 26, 2020)	i 12		i 12
Additional paid-in capital	i 53,379		i 55,096
Retained earnings/(deficit)	( i 1,682)		( i 2,694)
Accumulated other comprehensive income/(losses)	( i 1,824)		( i 1,967)
Treasury stock, at cost ( i 11 shares at December 25, 2021 and i 5 shares at December 26, 2020)	( i 587)		( i 344)
Total shareholders' equity	i 49,298		i 50,103
Noncontrolling interest	i 150		i 140
TOTAL EQUITY	i 49,448		i 50,243
TOTAL LIABILITIES AND EQUITY	$	i 93,394	$	i 99,830

See accompanying notes to the consolidated financial statements.

The Kraft Heinz Company

Consolidated Statements of Equity

(in millions)

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 29, 2018

i 12

i 58,723

( i 4,853)

( i 1,943)

( i 282)

i 118

i 51,775

Net income/(loss) excluding redeemable noncontrolling interest

—

i 1,935

—

i 6

i 1,941

Other comprehensive income/(loss)

—

( i 79)

—

i 7

( i 72)

Dividends declared-common stock ($ i 1.60 per share)

—

( i 1,959)

—

( i 1,959)

Dividends declared-noncontrolling interest ($ i 75.63 per share)

—

( i 5)

Cumulative effect of accounting standards adopted in the period

—

( i 136)

i 136

—

i —

Exercise of stock options, issuance of other stock awards, and other

—

i 64

( i 6)

—

i 11

—

i 69

Balance at December 28, 2019

i 12

i 56,828

( i 3,060)

( i 1,886)

( i 271)

i 126

i 51,749

Net income/(loss) excluding redeemable noncontrolling interest

—

i 356

—

i 15

i 371

Other comprehensive income/(loss)

—

( i 81)

—

i 3

( i 78)

Dividends declared-common stock ($ i 1.60 per share)

—

( i 1,973)

—

( i 1,973)

Dividends declared-noncontrolling interest ($ i 75.32 per share)

—

( i 4)

Exercise of stock options, issuance of other stock awards, and other

—

i 241

i 10

—

( i 73)

—

i 178

Balance at December 26, 2020

i 12

i 55,096

( i 2,694)

( i 1,967)

( i 344)

i 140

i 50,243

Net income/(loss) excluding redeemable noncontrolling interest

—

i 1,012

—

i 12

i 1,024

Other comprehensive income/(loss)

—

i 143

—

i 6

i 149

Dividends declared-common stock ($ i 1.60 per share)

—

( i 1,979)

—

( i 1,979)

Dividends declared-noncontrolling interest ($ i 108.71 per share)

—

( i 8)

Exercise of stock options, issuance of other stock awards, and other

—

i 262

i —

—

( i 243)

—

i 19

Balance at December 25, 2021

i 12

i 53,379

( i 1,682)

( i 1,824)

( i 587)

i 150

i 49,448

See accompanying notes to the consolidated financial statements.

The Kraft Heinz Company

Consolidated Statements of Cash Flows

(in millions)

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income/(loss)

i 1,024

i 361

i 1,933

Adjustments to reconcile net income/(loss) to operating cash flows:

Depreciation and amortization

i 910

i 969

i 994

Amortization of postemployment benefit plans prior service costs/(credits)

( i 7)

( i 122)

( i 306)

Divestiture-related license income

( i 4)

i —

Equity award compensation expense

i 197

i 156

i 46

Deferred income tax provision/(benefit)

( i 1,042)

( i 343)

( i 293)

Postemployment benefit plan contributions

( i 27)

( i 32)

Goodwill and intangible asset impairment losses

i 1,634

i 3,399

i 1,899

Nonmonetary currency devaluation

i —

i 6

i 10

Loss/(gain) on sale of business

( i 44)

i 2

( i 420)

Proceeds from sale of license

i 1,587

i —

Loss on extinguishment of debt

i 917

i 124

i 98

Other items, net

( i 187)

( i 54)

( i 142)

Changes in current assets and liabilities:

Trade receivables

i 87

( i 26)

i 140

Inventories

( i 144)

( i 249)

( i 307)

Accounts payable

i 408

i 207

( i 58)

Other current assets

( i 32)

i 40

i 80

Other current liabilities

i 87

i 486

( i 90)

Net cash provided by/(used for) operating activities

i 5,364

i 4,929

i 3,552

CASH FLOWS FROM INVESTING ACTIVITIES:

Capital expenditures

( i 905)

( i 596)

( i 768)

Payments to acquire business, net of cash acquired

( i 74)

i —

( i 199)

Settlement of net investment hedges

( i 28)

i 25

i 590

Proceeds from sale of business, net of cash disposed

i 5,014

i —

i 1,875

Other investing activities, net

i 31

i 49

i 13

Net cash provided by/(used for) investing activities

i 4,038

( i 522)

i 1,511

CASH FLOWS FROM FINANCING ACTIVITIES:

Repayments of long-term debt

( i 6,202)

( i 4,697)

( i 4,795)

Proceeds from issuance of long-term debt

i —

i 3,500

i 2,967

Debt prepayment and extinguishment costs

( i 924)

( i 116)

( i 99)

Proceeds from revolving credit facility

i —

i 4,000

i —

Repayments of revolving credit facility

i —

( i 4,000)

i —

Proceeds from issuance of commercial paper

i —

i 557

Repayments of commercial paper

i —

( i 557)

Dividends paid

( i 1,959)

( i 1,958)

( i 1,953)

Other financing activities, net

( i 259)

( i 60)

( i 33)

Net cash provided by/(used for) financing activities

( i 9,344)

( i 3,331)

( i 3,913)

Effect of exchange rate changes on cash, cash equivalents, and restricted cash

( i 30)

i 62

( i 6)

Cash, cash equivalents, and restricted cash

Net increase/(decrease)

i 28

i 1,138

i 1,144

Balance at beginning of period

i 3,418

i 2,280

i 1,136

Balance at end of period

i 3,446

i 3,418

i 2,280

CASH PAID DURING THE PERIOD FOR:

Interest

i 1,196

i 1,286

i 1,306

Income taxes, net of refunds

i 1,295

i 1,027

i 974

See accompanying notes to the consolidated financial statements.

The Kraft Heinz Company

Notes to Consolidated Financial Statements

Note 1. i Basis of Presentation

Organization

On July 2, 2015 (the “2015 Merger Date”) through a series of transactions, we consummated the merger of Kraft Foods Group, Inc. (“Kraft”) with and into a wholly-owned subsidiary of H.J. Heinz Holding Corporation (“Heinz”) (the “2015 Merger”). At the closing of the 2015 Merger, Heinz was renamed The Kraft Heinz Company. Before the consummation of the 2015 Merger, Heinz was controlled by Berkshire Hathaway Inc. and 3G Global Food Holdings, LP (together, the “Sponsors”), following their acquisition of H. J. Heinz Company on June 7, 2013 (the “2013 Heinz Acquisition”).

i We operate on a 52- or 53-week fiscal year ending on the last Saturday in December in each calendar year. Unless the context requires otherwise, references to years and quarters contained herein pertain to our fiscal years and fiscal quarters. Our 2021 fiscal year was a 52-week period that ended on December 25, 2021, the 2020 fiscal year was a 52-week period that ended on December 26, 2020, and the 2019 fiscal year was a 52-week period that ended on December 28, 2019.

Principles of Consolidation

The consolidated financial statements include The Kraft Heinz Company and all of our controlled subsidiaries. All intercompany transactions are eliminated.

Reportable Segments

We manage and report our operating results through i three reportable segments defined by geographic region: United States, International, and Canada.

During the fourth quarter of 2021, certain organizational changes were announced that will impact our future internal reporting and reportable segments. As a result of these changes, we plan to combine our United States and Canada zones to form the North America zone, and expect to have i two reportable segments, North America and International. We expect that any change to our reportable segments will be effective in the second quarter of 2022.

Considerations Related to COVID-19

In the preparation of these financial statements and related disclosures we have assessed the impact that COVID-19 has had on our estimates, assumptions, forecasts, and accounting policies and made additional disclosures, as necessary. As COVID-19 and its impacts are unprecedented and ever evolving, future events and effects related to the pandemic cannot be determined with precision and actual results could significantly differ from estimates or forecasts.

See Note 9, Goodwill and Intangible Assets, and Note 17, Debt, for further discussion of COVID-19 considerations.

Use of Estimates

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which requires us to make accounting policy elections, estimates, and assumptions that affect the reported amount of assets, liabilities, reserves, and expenses. These accounting policy elections, estimates, and assumptions are based on our best estimates and judgments. We evaluate our policy elections, estimates, and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. We believe these estimates to be reasonable given the current facts available. We adjust our policy elections, estimates, and assumptions when facts and circumstances dictate. Market volatility, including foreign currency exchange rates, increases the uncertainty inherent in our estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from estimates. If actual amounts differ from estimates, we include the revisions in our consolidated results of operations in the period the actual amounts become known. Historically, the aggregate differences, if any, between our estimates and actual amounts in any year have not had a material effect on our consolidated financial statements.

Reclassifications

We made reclassifications and adjustments to certain previously reported financial information to conform to our current period presentation. In the first quarter of 2021, we reclassified certain balances, which were previously reported in prepaid expenses, to inventories on our consolidated balance sheets. Certain financial statement line items in our consolidated balance sheet at December 26, 2020 and our consolidated statement of cash flows for the years ended December 26, 2020 and December 28, 2019 were adjusted, as necessary, to reflect these reclassifications. See Note 7, Inventories, for additional information.

Held for Sale

At December 25, 2021, we classified certain assets and liabilities as held for sale in our consolidated balance sheet, including inventory in our International segment and certain manufacturing equipment and land use rights across the globe. At December 26, 2020, we classified certain assets and liabilities as held for sale in our consolidated balance sheet, primarily relating to the divestiture of certain of our cheese businesses, a business in our International segment, and certain manufacturing equipment and land use rights across the globe. See Note 4, Acquisitions and Divestitures, for additional information.

Note 2. i Significant Accounting Policies

Revenue Recognition:

Advertising, Consumer Incentives, and Trade Promotions:

Advertising expenses are recorded in selling, general and administrative expenses (“SG&A”). For interim reporting purposes, we charge advertising to operations as a percentage of estimated full year sales activity and marketing costs. We then review and adjust these estimates each quarter based on actual experience and other information. In 2021, we updated our definition of advertising expenses to reflect a more comprehensive view of costs that promote our brands to create or stimulate a desire to buy our products. Our definition of advertising expenses now includes advertising production costs, in-store advertising costs, agency fees, brand promotions and events, and sponsorships, in addition to costs to obtain advertising in television, radio, print, digital, and social channels. We have reflected these changes in all historical periods presented. We recorded advertising expenses of $ i 1,039 million in 2021, $ i 1,070 million in 2020, and $ i 976 million in 2019. We also incur market research costs, which are recorded in SG&A but are excluded from advertising expenses.

i Research and Development Expense:

We expense costs as incurred for product research and development within SG&A. Research and development expenses were approximately $ i 140 million in 2021, $ i 119 million in 2020, and $ i 112 million in 2019.

Stock-Based Compensation:

We recognize compensation costs related to equity awards on a straight-line basis over the vesting period of the award, which is generally three to i five years, or on a straight-line basis over the requisite service period for each separately vesting portion of the awards. These costs are primarily recognized within SG&A. We estimate expected forfeitures rather than recognizing forfeitures as they occur in determining our equity award compensation costs. We classify equity award compensation costs primarily within general corporate expenses. See Note 11, Employees’ Stock Incentive Plans, for additional information.

Postemployment Benefit Plans:

Income Taxes:

We recognize income taxes based on amounts refundable or payable for the current year and record deferred tax assets or liabilities for any difference between the financial reporting and tax basis of our assets and liabilities. We also recognize deferred tax assets for temporary differences, operating loss carryforwards, and tax credit carryforwards. Inherent in determining our annual tax rate are judgments regarding business plans, planning opportunities, and expectations about future outcomes. Realization of certain deferred tax assets, primarily net operating loss and other carryforwards, is dependent upon generating sufficient taxable income in the appropriate jurisdiction prior to the expiration of the carryforward periods.

We apply a more-likely-than-not threshold to the recognition and derecognition of uncertain tax positions. Accordingly, we recognize the amount of tax benefit that has a greater than 50 percent likelihood of being ultimately realized upon settlement. Future changes in judgment related to the expected ultimate resolution of uncertain tax positions will affect our results in the quarter of such change.

We record valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized. When assessing the need for valuation allowances, we consider future taxable income and ongoing prudent and feasible tax planning strategies. Should a change in circumstances lead to a change in judgment about the realizability of deferred tax assets in future years, we would adjust related valuation allowances in the period that the change in circumstances occurs, along with a corresponding adjustment to our provision for/(benefit from) income taxes. The resolution of tax reserves and changes in valuation allowances could be material to our results of operations for any period, but is not expected to be material to our financial position.

Common Stock and Preferred Stock Dividends:

Dividends are recorded as a reduction to retained earnings. When we have an accumulated deficit, dividends are recorded as a reduction of additional paid-in capital.

Cash and Cash Equivalents:

Cash equivalents include term deposits with banks, money market funds, and all highly liquid investments with original maturities of three months or less. The fair value of cash equivalents approximates the carrying amount. Cash and cash equivalents that are legally restricted as to withdrawal or usage is classified in other current assets or other non-current assets, as applicable, on the consolidated balance sheets.

Inventories:

Inventories are stated at the lower of cost or net realizable value. We value inventories primarily using the average cost method.

Property, Plant and Equipment:

Property, plant and equipment are stated at historical cost and depreciated on the straight-line method over the estimated useful lives of the assets. Machinery and equipment are depreciated over periods ranging from i three years to i 20 years and buildings and improvements over periods up to i 40 years. Capitalized software costs are included in property, plant and equipment if we have the contractual right to take possession of the software at any time and it is feasible for us to either run the software on our own hardware or contract with a third party to host the software. These costs are amortized on a straight-line basis over the estimated useful lives of the software, which do not exceed i seven years. We review long-lived assets for impairment when conditions exist that indicate the carrying amount of the assets may not be fully recoverable. Such conditions could include significant adverse changes in the business climate, current-period operating or cash flow losses, significant declines in forecasted operations, or a current expectation that an asset group will be disposed of before the end of its useful life. We perform undiscounted operating cash flow analyses to determine if an impairment exists. When testing for impairment of assets held for use, we group assets at the lowest level for which cash flows are separately identifiable. If an impairment is determined to exist, the loss is calculated based on estimated fair value. Impairment losses on assets to be disposed of, if any, are based on the estimated proceeds to be received, less costs of disposal.

Hosted Cloud Computing Arrangement that is a Service Contract:

Deferred implementation costs for hosted cloud computing service arrangements are stated at historical cost and amortized on a straight-line basis over the term of the hosting arrangement that the implementation costs relate to. Deferred implementation costs for these arrangements are included in prepaid expenses and amortized to SG&A. The corresponding cash flows related to these arrangements will be reported within operating activities. We review the deferred implementation costs for impairment when we believe the deferred costs may no longer be recoverable. Such conditions could include situations where the arrangement is not expected to provide substantive service potential, a significant change occurs in the manner in which the arrangement is used or expected to be used, including early cancellation or termination of the arrangement, or situations where the arrangement has had, or will have, a significant change made to it. In instances where we have concluded that an impairment exists, we accelerate the deferred costs on the consolidated balance sheet for immediate expense recognition in SG&A.

Goodwill and Intangible Assets:

We maintain i 14 reporting units, i nine of which comprise our goodwill balance. Our indefinite-lived intangible asset balance primarily consists of a number of individual brands. We test our reporting units and brands for impairment annually as of the first day of our second quarter, or more frequently if events or circumstances indicate it is more likely than not that the fair value of a reporting unit or brand is less than its carrying amount. Such events and circumstances could include a sustained decrease in our market capitalization, increased competition or unexpected loss of market share, increased input costs beyond projections, disposals of significant brands or components of our business, unexpected business disruptions (for example due to a natural disaster, pandemic, or loss of a customer, supplier, or other significant business relationship), unexpected significant declines in operating results, significant adverse changes in the markets in which we operate, changes in income tax rates, changes in interest rates, or changes in management strategy. We test reporting units for impairment by comparing the estimated fair value of each reporting unit with its carrying amount. We test brands for impairment by comparing the estimated fair value of each brand with its carrying amount. If the carrying amount of a reporting unit or brand exceeds its estimated fair value, we record an impairment loss based on the difference between fair value and carrying amount, in the case of reporting units, not to exceed the associated carrying amount of goodwill.

See Note 9, Goodwill and Intangible Assets, for additional information.

/ i

Leases:

We determine whether a contract is or contains a lease at contract inception based on the presence of identified assets and our right to obtain substantially all the economic benefit from or to direct the use of such assets. When we determine a lease exists, we record a right-of-use (“ROU”) asset and corresponding lease liability on our consolidated balance sheet. ROU assets represent our right to use an underlying asset for the lease term. Lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets are recognized at the lease commencement date at the value of the lease liability and are adjusted for any prepayments, lease incentives received, and initial direct costs incurred. Lease liabilities are recognized at the lease commencement date based on the present value of remaining lease payments over the lease term. As the discount rate implicit in the lease is not readily determinable in most of our leases, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. Our lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

We do not record lease contracts with a term of 12 months or less on our consolidated balance sheets.

We recognize fixed lease expense for operating leases on a straight-line basis over the lease term. For finance leases, we recognize amortization expense over the shorter of the estimated useful life of the underlying assets or the lease term. In instances of title transfer, expense is recognized over the useful life. Interest expense on a finance lease is recognized using the effective interest method over the lease term.

We have lease agreements with non-lease components that relate to the lease components (e.g., common area maintenance such as cleaning or landscaping, insurance, etc.). We account for each lease and any non-lease components associated with that lease as a single lease component for all underlying asset classes. Accordingly, all costs associated with a lease contract are accounted for as lease costs.

Certain leasing arrangements require variable payments that are dependent on usage or output or may vary for other reasons, such as insurance and tax payments. Variable lease payments that do not depend on an index or rate are excluded from lease payments in the measurement of the ROU asset and lease liability and are recognized as expense in the period in which the payment occurs.

Our lease agreements do not include significant restrictions or covenants, and residual value guarantees are generally not included within our leases.

Financial Instruments:

As we source our commodities on global markets and periodically enter into financing or other arrangements abroad, we use a variety of risk management strategies and financial instruments to manage commodity price, foreign currency exchange rate, and interest rate risks. Our risk management program focuses on the unpredictability of financial markets and seeks to reduce the potentially adverse effects that the volatility of these markets may have on our operating results. One way we do this is through actively hedging our risks through the use of derivative instruments. As a matter of policy, we do not use highly leveraged derivative instruments, nor do we use financial instruments for speculative purposes.

Derivatives are recorded on our consolidated balance sheets as assets or liabilities at fair value, which fluctuates based on changing market conditions.

Certain derivatives are designated as cash flow hedges and qualify for hedge accounting treatment, while others are not designated as hedging instruments and are marked to market through net income/(loss). The gains and losses on cash flow hedges are deferred as a component of accumulated other comprehensive income/(losses) and are recognized in net income/(loss) at the time the hedged item affects net income/(loss), in the same line item as the underlying hedged item. The excluded component on cash flow hedges is recognized in net income/(loss) over the life of the hedging relationship in the same income statement line item as the underlying hedged item. We also designate certain derivatives and non-derivatives as net investment hedges to hedge the net assets of certain foreign subsidiaries which are exposed to volatility in foreign currency exchange rates. Changes in the value of these derivatives and remeasurements of our non-derivatives designated as net investment hedges are calculated each period using the spot method, with changes reported in foreign currency translation adjustment within accumulated other comprehensive income/(losses). Such amounts will remain in accumulated other comprehensive income/(losses) until the complete or substantially complete liquidation of our investment in the underlying foreign operations. The excluded component on derivatives designated as net investment hedges is recognized in net income/(loss) within interest expense. The income statement classification of gains and losses related to derivative instruments not designated as hedging instruments is determined based on the underlying intent of the contracts. Cash flows related to the settlement of derivative instruments designated as net investment hedges of foreign operations are classified in the consolidated statements of cash flows within investing activities. All other cash flows related to derivative instruments are classified in the same line item as the cash flows of the related hedged item, which is generally within operating activities.

To qualify for hedge accounting, a specified level of hedging effectiveness between the hedging instrument and the item being hedged must be achieved at inception and maintained throughout the hedged period. When a hedging instrument no longer meets the specified level of hedging effectiveness, we reclassify the related hedge gains or losses previously deferred into other comprehensive income/(losses) to net income/(loss) within other expense/(income). We formally document our risk management objectives, our strategies for undertaking the various hedge transactions, the nature of and relationships between the hedging instruments and hedged items, and the method for assessing hedge effectiveness. Additionally, for qualified hedges of forecasted transactions, we specifically identify the significant characteristics and expected terms of the forecasted transactions. If it becomes probable that a forecasted transaction will not occur, the hedge will no longer be effective and all of the derivative gains or losses would be recognized in net income/(loss) in the current period.

Unrealized gains and losses on our commodity derivatives not designated as hedging instruments are recorded in cost of products sold and are included within general corporate expenses until realized. Once realized, the gains and losses are included within the applicable segment operating results. See Note 13, Financial Instruments, for additional information.

Our designated and undesignated derivative contracts include:

•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 and any off-market values 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 and any amortization of off-market values 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 euro, British pound sterling, 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 (when interest is not a hedged item) 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 vegetable oils, corn products, sugar, coffee beans, wheat products, meat products, dairy 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 diesel fuel, packaging products, 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.

Translation of Foreign Currencies:

For all significant foreign operations, the functional currency is the local currency. Assets and liabilities of these operations are translated at the exchange rate in effect at each period end. Income statement accounts are translated at the average rate of exchange prevailing during the period. Foreign currency translation adjustments arising from the use of differing exchange rates from period to period are included as a component of accumulated other comprehensive income/(losses) on our consolidated balance sheet. Gains and losses from foreign currency transactions are included in net income/(loss) for the period.

i Highly Inflationary Accounting:

We apply highly inflationary accounting if the cumulative inflation rate in an economy for a three-year period meets or exceeds 100%. Under highly inflationary accounting, the financial statements of a subsidiary are remeasured into our reporting currency (U.S. dollars) based on the legally available exchange rate at which we expect to settle the underlying transactions. Exchange gains and losses from the remeasurement of monetary assets and liabilities are reflected in other expense/(income) on our consolidated statement of income, rather than accumulated other comprehensive income/(losses) on our consolidated balance sheet, until such time as the economy is no longer considered highly inflationary. Certain non-monetary assets and liabilities are recorded at the applicable historical exchange rates. We apply highly inflationary accounting to the results of our subsidiaries in Venezuela and Argentina, which resulted in insignificant nonmonetary currency devaluation losses in other expense/(income) in 2021, 2020, and 2019. The net monetary assets of each of our subsidiaries in Venezuela and Argentina were insignificant at December 25, 2021. Our results of operations in both Venezuela and Argentina reflect those of controlled subsidiaries.

Note 3. i New Accounting Standards

Accounting Standards Adopted in the Current Year

Simplifying the Accounting for Income Taxes:

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12 to simplify the accounting in Accounting Standards Codification (“ASC”) 740, Income Taxes. This guidance removes certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. This guidance also clarifies and simplifies other areas of ASC 740. Certain amendments in this update must be applied on a prospective basis, certain amendments must be applied on a retrospective basis, and certain amendments must be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings/(deficit) in the period of adoption. This ASU became effective in the first quarter of 2021. The adoption of this ASU did not impact our financial statements or the related disclosures.

Accounting Standards Not Yet Adopted

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers:

In October 2021, the FASB issued ASU 2021-08 to amend the accounting for contract assets and contract liabilities acquired in a business combination under ASC 805, Business Combinations. The guidance requires entities engaged in a business combination to recognize and measure contract assets acquired and contract liabilities assumed in accordance with ASC 606, Revenue from Contracts with Customers, rather than at fair value on the acquisition date. The amendments also apply to other contracts such as contract liabilities arising from nonfinancial assets under ASC 610-20, Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets. The ASU will be effective beginning in the first quarter of 2023. Early adoption is permitted, including in an interim period. We currently expect to adopt ASU 2021-08 in the first quarter of 2023 on a prospective basis. While the impact of these amendments is dependent on the nature of any future transactions, we currently do not expect this ASU to have a significant impact on our financial statements and related disclosures.

Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting:

In March 2020, the FASB issued ASU 2020-04 to provide temporary optional expedients and exceptions to the U.S. GAAP guidance for accounting for contracts, hedging relationships, and other transactions affected by the transition from discontinued reference rates, such as the London Interbank Offered Rate (LIBOR), to alternative reference rates. The new accounting requirements can be applied from March 12, 2020 through December 31, 2022. While we currently do not expect this new guidance to have a significant impact on our financial statements or related disclosures, we continue to evaluate our contracts and the optional expedients provided by the new standard.

Note 4. i Acquisitions and Divestitures

Acquisitions

Assan Foods Acquisition:

On October 1, 2021 (the “Assan Foods Acquisition Date”), we acquired all of the outstanding equity interests in Assan Gıda Sanayi ve Ticaret A.Ş. (“Assan Foods”), a condiments and sauces manufacturer based in Turkey, from third parties Kibar Holding Anonim Şirketi and a holder of registered shares of Assan Foods (the “Assan Foods Acquisition”).

The Assan Foods Acquisition was accounted for under the acquisition method of accounting for business combinations. Total consideration related to the Assan Foods Acquisition was approximately $ i 79 million, including cash consideration of $ i 70 million and contingent consideration of approximately $ i 9 million. We utilized fair values at the Assan Foods Acquisition Date to allocate the total consideration exchanged to the net tangible and intangible assets acquired and liabilities assumed. The purchase price allocation for the Assan Foods Acquisition is preliminary and subject to adjustment.

The fair value estimates of the assets acquired are subject to adjustment during the measurement period (up to one year from the Assan Foods Acquisition Date). The primary areas of accounting for the Assan Foods Acquisition that are not yet finalized relate to the fair value of certain tangible and intangible assets acquired, residual goodwill, and any related tax impact. The fair values of these net assets acquired are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. While we believe that such preliminary estimates provide a reasonable basis for estimating the fair value of assets acquired and liabilities assumed, we will evaluate any additional information prior to finalization of the fair value. During the measurement period, we will adjust preliminary valuations assigned to assets and liabilities if new information is obtained about facts and circumstances that existed as of the Assan Foods Acquisition Date, that, if known, would have resulted in revised values for these items as of that date. The impact of all changes, if any, that do not qualify as measurement period adjustments will be included in current period earnings.

The preliminary purchase price allocation to assets acquired and liabilities assumed in the Assan Foods Acquisition was (in millions):


Cash	$	i 4
Trade receivables	i 24
Inventories	i 26
Other current assets	i 2
Property, plant and equipment, net	i 12

Other non-current assets	i 4
Short-term debt	( i 21)
Current portion of long-term debt	( i 5)
Trade payables	( i 25)
Other current liabilities	( i 2)
Long-term debt	( i 4)
Net assets acquired	i 15
Goodwill on acquisition	i 64
Total consideration	$	i 79

The Assan Foods Acquisition preliminarily resulted in $ i 64 million of non tax deductible goodwill relating principally to additional capacity that the Assan Foods manufacturing facilities will provide for our brands in the EMEA East region. This goodwill was assigned to the EMEA East reporting unit within our International segment. See Note 9, Goodwill and Intangible Assets, for additional information.

We used carrying values as of the Assan Foods Acquisition Date to value certain current and non-current assets and liabilities, as we determined that they represented the fair value of those items at such date.

In the fourth quarter of 2021, we extinguished approximately $ i 29 million of the short- and long-term debt assumed as a part of the Assan Foods Acquisition, resulting in approximately $ i 1 million of long-term debt remaining related to the Assan Foods Acquisition at December 25, 2021. The loss on extinguishment related to the repayment of this debt was insignificant. Cash payments related to debt extinguishment are classified as cash outflows from financing activities on the consolidated statements of cash flows.

Just Spices Acquisition:

In December 2021, we entered into a definitive agreement with certain third-party shareholders of Just Spices GmbH (“Just Spices”) to acquire i 85% of the shares of Just Spices (the “Just Spices Acquisition”). Just Spices is a German-based company focused on direct-to-consumer sales of premium spice blends. The Just Spices Acquisition closed in January 2022 for cash consideration of approximately i 214 million euros (approximately $ i 243 million at December 25, 2021). The initial accounting for the transaction is incomplete as of the date of this Annual Report on Form 10-K, as the information necessary to complete such evaluation is in the process of being obtained and more thoroughly evaluated. We have not yet determined the purchase price allocation, including the fair value of the acquired assets and assumed liabilities.

Hemmer Acquisition:

In September 2021, we entered into a definitive agreement with certain third-party shareholders of Companhia Hemmer Indústria e Comércio (“Hemmer”) to acquire a majority of the outstanding equity interests of Hemmer for cash consideration of approximately i 1.2 billion Brazilian reais (approximately $ i 211 million at December 25, 2021) (the “Hemmer Acquisition”). Hemmer is a Brazilian food and beverage manufacturing company focused on the condiments and sauces category. The Hemmer Acquisition is expected to close in the first half of 2022, subject to customary closing conditions, including regulatory approvals.

Primal Acquisition:

On January 3, 2019 (the “Primal Acquisition Date”), we acquired i 100% of the outstanding equity interests in Primal Nutrition, LLC (“Primal Nutrition”) (the “Primal Acquisition”), a better-for-you brand primarily focused on condiments, sauces, and dressings, with growing product lines in healthy snacks and other categories. The Primal Kitchen brand holds leading positions in the e-commerce and natural channels.

The Primal Acquisition was accounted for under the acquisition method of accounting for business combinations. The total cash consideration paid for Primal Nutrition was $ i 201 million. We utilized estimated fair values at the Primal Acquisition Date to allocate the total consideration exchanged to the net tangible and intangible assets acquired and liabilities assumed. Such allocation for the Primal Acquisition was final as of September 28, 2019.

The final purchase price allocation to assets acquired and liabilities assumed in the Primal Acquisition was (in millions):


Cash	$	i 2
Other current assets	i 15
Identifiable intangible assets	i 66
Current liabilities	( i 6)
Net assets acquired	i 77
Goodwill on acquisition	i 124
Total consideration	$	i 201

The Primal Acquisition resulted in $ i 124 million of tax deductible goodwill relating principally to planned expansion of the Primal Kitchen brand into new channels and categories. This goodwill was allocated to the United States segment.

The purchase price allocation to identifiable intangible assets acquired in the Primal Acquisition was:


	Fair Value (in millions of dollars)		Weighted Average Life (in years)
Definite-lived trademarks	$	i 52.5	i 15
Customer-related assets	i 13.5		i 20
Total	$	i 66.0

We valued trademarks using the relief from royalty method and customer-related assets using the distributor method. Some of the more significant assumptions inherent in developing the valuations included the estimated annual net cash flows for each definite-lived intangible asset (including net sales, cost of products sold, selling and marketing costs, and working capital/contributory asset charges), the discount rate that appropriately reflects the risk inherent in each future cash flow stream, the assessment of each asset’s life cycle, and competitive trends, as well as other factors. We determined the assumptions used in the financial forecasts using historical data, supplemented by current and anticipated market conditions, estimated product category growth rates, management’s plans, and market comparables.

We used carrying values as of the Primal Acquisition Date to value certain current and non-current assets and liabilities, as we determined that they represented the fair value of those items at the Primal Acquisition Date.

Other Acquisitions:

In the fourth quarter of 2021, we acquired a majority stake in BR Spices Indústria e Comércio de Alimentos Ltda. (“BR Spices”), a manufacturer of spices and other seasonings in Brazil, for an insignificant amount of cash consideration (the “BR Spices Acquisition”). At December 25, 2021, redeemable noncontrolling interest on our consolidated balance sheet relates to BR Spices.

Deal Costs:

Related to our acquisitions, we incurred insignificant deal costs in 2021 and 2019. We recognized these deal costs in SG&A. There were i no deal costs related to acquisitions in 2020.

Divestitures

Cheese Transaction:

In September 2020, we entered into a definitive agreement with a third party, an affiliate of Groupe Lactalis (“Lactalis”), to sell certain assets in our global cheese business, as well as to license certain trademarks, for total consideration of approximately $ i 3.34 billion, including approximately $ i 3.20 billion of cash consideration and approximately $ i 141 million related to a perpetual license for the Cracker Barrel brand that Lactalis granted to us for certain products (the “Cheese Transaction”). The Cheese Transaction closed on November 29, 2021 (the “Cheese Transaction Closing Date”) and had i two primary components. The first component related to the perpetual licenses for the Kraft and Velveeta brands that we granted to Lactalis for certain cheese products (the “Kraft and Velveeta Licenses”), along with a i three-year transitional license that we granted to Lactalis for the Philadelphia brand (the “Philadelphia License” and collectively, the “Cheese Divestiture Licenses”). The second component related to the net assets transferred to Lactalis (the “Cheese Disposal Group”).

Of the $ i 3.34 billion total consideration, approximately $ i 1.59 billion was attributed to the Cheese Divestiture Licenses based on the estimated fair value of the licensed portion of each brand. Lactalis received the rights to the Kraft and Velveeta brands in association with the manufacturing, distribution, marketing, and sale of certain cheese products in certain countries. Lactalis also received the rights to certain know-how in manufacturing the authorized cheese products. Additionally, Lactalis received the rights to use the Philadelphia brand logo on certain Kraft shredded cheese products as the sale of such products are wound down. As of the Cheese Transaction Closing Date, the license income is recognized as a reduction to SG&A, as it does not constitute our ongoing major or central operations. The license income related to the Kraft and Velveeta Licenses will be recognized over approximately i 30 years. The license income related to the Philadelphia License will be recognized over approximately i three years. In 2021, we recognized an insignificant amount of license income related to the Cheese Divestiture Licenses. On an annual basis, we expect to recognize license income of approximately $ i 55 million related to the Cheese Divestiture Licenses, which will be classified as divestiture-related license income.

The remaining $ i 1.75 billion of consideration was attributed to the Cheese Disposal Group. The net assets in the Cheese Disposal Group were associated with our natural, grated, cultured, and specialty cheese businesses in the U.S., our grated cheese business in Canada, and our grated, processed, and natural cheese businesses outside the U.S. and Canada. The Cheese Disposal Group included our global intellectual property rights to several brands, including, among others, Cracker Barrel, Breakstone’s, Knudsen, Athenos, Polly-O, and Hoffman’s, along with the Cheez Whiz brand in the majority of the countries outside of the U.S. and Canada. The Cheese Disposal Group also included certain inventories, i three manufacturing facilities and i one distribution center in the U.S., and certain other manufacturing equipment.

Included in the consideration attributed to the Cheese Disposal Group was the perpetual license that Lactalis granted to us for the Cracker Barrel brand for certain products, including macaroni and cheese. Following the closing of the Cheese Transaction, we recognized the Cracker Barrel license as a definite-lived intangible asset on our consolidated balance sheet, which will be amortized over i 30 years. The total consideration for the Cheese Transaction included approximately $ i 141 million, as noted above, which was the estimated fair value of the licensed portion of the Cracker Barrel brand as of the Cheese Transaction Closing Date.

In the third quarter of 2020, we determined that the Cheese Disposal Group met the held for sale criteria. Accordingly, we presented the assets and liabilities of the Cheese Disposal Group as held for sale on the consolidated balance sheet at December 26, 2020. As of September 15, 2020, the date the Cheese Disposal Group was determined to be held for sale, we tested the individual assets included within the Cheese Disposal Group for impairment. The net assets of the Cheese Disposal Group had an aggregate carrying amount above their then-current $ i 1.78 billion estimated fair value. We determined that the goodwill within the Cheese Disposal Group was partially impaired. Accordingly, we recorded a non-cash impairment loss of $ i 300 million, which was recognized in SG&A, in the third quarter of 2020.

In the second quarter of 2021, we assessed the fair value less costs to sell of the net assets of the Cheese Disposal Group and recorded an estimated pre-tax loss on sale of business of approximately $ i 27 million, which was recognized in other expense/(income).

Following the closing of the Cheese Transaction in the fourth quarter of 2021, we recognized an incremental pre-tax gain on sale of business of $ i 27 million in other expense/(income). In 2021, the total gain/loss on sale of business related to the Cheese Transaction was insignificant. Additional considerations related to the Cheese Transaction included the treatment of the Cheese Divestiture Licenses upon closing of the transaction. In the fourth quarter of 2021, at the time the licensed rights were granted, we reassessed the remaining fair value of the retained portions of the Kraft and Velveeta brands and recorded a non-cash intangible asset impairment loss related to the Kraft brand of approximately $ i 1.24 billion, which was recognized in SG&A. See Note 9, Goodwill and Intangible Assets, for additional information.

We utilized the excess earnings method under the income approach to estimate the fair value of the licensed portion of the Kraft brand and the relief from royalty method under the income approach to estimate the fair value of the licensed portions of the Velveeta brand and the Cracker Barrel brand. Some of the more significant assumptions inherent in estimating these fair values include the estimated future annual net sales and net cash flows for each brand, contributory asset charges, royalty rates (as a percentage of net sales that would hypothetically be charged by a licensor of the brand to an unrelated licensee), income tax considerations, long-term growth rates, and a discount rate that reflects the level of risk associated with the future earnings attributable to each brand. We selected the assumptions used in the financial forecasts using historical data, supplemented by current and anticipated market conditions, estimated product category growth rates, and guideline companies. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors. See Note 9, Goodwill and Intangible Assets, for additional information on the underlying assumptions and sensitivities.

The Cheese Transaction is not considered a strategic shift that will have a major effect on our operations or financial results; therefore, it was not reported as discontinued operations.

Nuts Transaction:

In February 2021, we entered into a definitive agreement with a third party, Hormel Foods Corporation (“Hormel”), to sell certain assets in our global nuts business for total consideration of approximately $ i 3.4 billion (the “Nuts Transaction”). The net assets transferred in the Nuts Transaction included, among other things, our intellectual property rights to the Planters brand and to the Corn Nuts brand, i three manufacturing facilities in the U.S., and the associated inventories (collectively, the “Nuts Disposal Group”).

As of February 10, 2021, the date the Nuts Disposal Group was determined to be held for sale, we tested the individual assets included within the Nuts Disposal Group for impairment. The net assets of the Nuts Disposal Group had an aggregate carrying amount above their $ i 3.4 billion estimated fair value. We determined that the goodwill within the Nuts Disposal Group was partially impaired. As a result, we recorded a non-cash goodwill impairment loss of $ i 230 million, which was recognized in SG&A, in the first quarter of 2021. Additionally, we recorded an estimated pre-tax loss on sale of business of $ i 19 million in the first quarter of 2021 primarily related to estimated costs to sell, which was recognized in other expense/(income).

The Nuts Transaction closed in the second quarter of 2021. As a result of the Nuts Transaction closing, we recognized an incremental pre-tax loss on sale of business of $ i 17 million in other expense/(income) in the second quarter of 2021. In the third and fourth quarters of 2021, we recorded insignificant adjustments to our estimated costs to sell, which resulted in an insignificant pre-tax gain on sale of business that was recognized in other expense/(income). In 2021, the total pre-tax loss on sale of business for the Nuts Transaction was $ i 34 million, all of which was recognized in other expense/(income) on our consolidated statement of income.

The Nuts Transaction is not considered a strategic shift that will have a major effect on our operations or financial results; therefore, it was not reported as discontinued operations.

Other Potential Dispositions:

In the fourth quarter of 2019, we determined a business in our International segment was held for sale and recorded an estimated pre-tax loss on sale of business of $ i 71 million within other expense/(income). In the third quarter of 2021, we exhausted negotiations with our most recently identified buyer for this business. As of September 25, 2021, we determined that the related disposal group no longer met the held for sale criteria as there was no longer an active plan to sell and the sale was not probable within the next year. Accordingly, we reclassified the disposal group as held and used and remeasured the disposal group, which resulted in a $ i 75 million pre-tax gain recorded in other expense/(income) in the third quarter of 2021. Consistent with the presentation of the pre-tax loss recorded in the fourth quarter of 2019, this gain was included in loss/(gain) on sale of business within other expense/(income) on our consolidated statement of income. The difference between the initial loss on sale of business and the gain resulting from remeasurement of the disposal group was due to foreign currency fluctuations.

In the first quarter of 2020, we had deemed a separate business in our International segment held for sale and recorded an estimated pre-tax loss on sale of business of $ i 3 million within other expense/(income). In the fourth quarter of 2020, we deemed this business no longer held for sale and reversed the corresponding pre-tax loss. The related assets and liabilities were no longer classified as held for sale on our consolidated balance sheet at December 26, 2020.

Heinz India Transaction:

In October 2018, we entered into a definitive agreement with i two third-parties, Zydus Wellness Limited and Cadila Healthcare Limited (collectively, the “Buyers”), to sell i 100% of our equity interests in Heinz India Private Limited (“Heinz India”) for approximately i 46 billion Indian rupees (approximately $ i 655 million at the Heinz India Closing Date (defined below)) (the “Heinz India Transaction”). In connection with the Heinz India Transaction, we transferred to the Buyers, among other assets and operations, our global intellectual property rights to several brands, including Complan, Glucon-D, Nycil, and Sampriti. Our core brands (i.e., Heinz and Kraft) were not transferred. The Heinz India Transaction closed on January 30, 2019 (the “Heinz India Closing Date”). Related to the Heinz India Transaction, we recognized a pre-tax gain on sale of business in other expense/(income) of $ i 249 million in 2019.

The components of the pre-tax gain recognized in 2019 were as follows (in millions):


Proceeds	$	i 655
Less investment in Heinz India	( i 355)
Recognition of tax indemnification	( i 48)
Other	( i 3)
Pre-tax gain on sale of Heinz India	$	i 249

In connection with the Heinz India Transaction, we agreed to indemnify the Buyers from and against any tax losses for any taxable period prior to the Heinz India Closing Date, including taxes for which we are liable as a result of any transaction that occurred on or before such date. To determine the fair value of our tax indemnity we made various assumptions, including the range of potential dates the tax matters will be resolved, the range of potential future cash flows, the probabilities associated with potential resolution dates and potential future cash flows, and the discount rate. We recorded tax indemnity liabilities related to the Heinz India Transaction totaling approximately $ i 48 million, including $ i 18 million in other current liabilities and $ i 30 million in other non-current liabilities on our consolidated balance sheet as of the Heinz India Closing Date. We also recorded a corresponding $ i 48 million reduction of the pre-tax gain on the Heinz India Transaction within other expense/(income) in our consolidated statement of income in the first quarter of 2019. Future changes to the fair value of these tax indemnity liabilities will continue to impact other expense/(income) throughout the life of the exposures as a component of the gain on sale of business for the Heinz India Transaction.

The other component of the pre-tax gain on the sale of Heinz India in the table above primarily related to losses on net investment hedges of our investment in Heinz India, which were settled in the first quarter of 2019, and were partially offset by a local India tax recovery in the third quarter of 2019.

In 2020, we recognized an insignificant pre-tax loss on sale of business primarily related to certain adjustments to the tax indemnity liabilities. In 2021, we recognized an insignificant pre-tax gain on sale of business related to certain adjustments to the tax indemnity liabilities. These pre-tax losses/(gains) on sale of business were recognized within other expense/(income) on our consolidated statement of income.

Canada Natural Cheese Transaction:

In November 2018, we entered into a definitive agreement with a third-party, Parmalat SpA (“Parmalat”), to sell certain assets in our natural cheese business in Canada for approximately i 1.6 billion Canadian dollars (approximately $ i 1.2 billion at the Canada Natural Cheese Closing Date (defined below)) (the “Canada Natural Cheese Transaction”). In connection with the Canada Natural Cheese Transaction, we transferred certain assets to Parmalat, including the intellectual property rights to Cracker Barrel in Canada and P’Tit Quebec globally. The Canada Natural Cheese Transaction closed on July 2, 2019 (the “Canada Natural Cheese Closing Date”). Related to the Canada Natural Cheese Transaction, we recognized a pre-tax gain of $ i 242 million, which was included in other expense/(income) in 2019.

The components of the pre-tax gain were as follows (in millions):


Proceeds	$	i 1,236
Less carrying value of Canada Natural Cheese net assets	( i 995)
Other	i 1
Pre-tax gain resulting from Canada Natural Cheese Transaction	$	i 242

Deal Costs:

Related to our divestitures, we incurred insignificant deal costs in 2021 and 2020. We incurred deal costs of $ i 17 million in 2019. We recognized these deal costs in SG&A.

Held for Sale

Our assets and liabilities held for sale, by major class, were (in millions):


	December 25, 2021		December 26, 2020
ASSETS
Cash and cash equivalents	$	i —	$	i 33
Inventories	i 5		i 385
Property, plant and equipment, net	i 5		i 257
Goodwill (net of impairment of $ i 300 at December 26, 2020)	i —		i 281
Intangible assets, net	i 1		i 873
Other	i —		i 34

Total assets held for sale	$	i 11	$	i 1,863
LIABILITIES
Other	i —		i 17
Total liabilities held for sale	$	i —	$	i 17

The balances held for sale at December 25, 2021 included inventory in our International segment related to the Cheese Transaction and certain manufacturing equipment and land use rights across the globe. The balances held for sale at December 26, 2020 primarily related to the Cheese Transaction, a business in our International segment, and certain manufacturing equipment and land use rights across the globe. We recorded non-cash goodwill impairment losses of $ i 300 million in the third quarter of 2020 related to the Cheese Transaction. As a result, goodwill held for sale in the table above is presented net of cumulative goodwill impairment losses of $ i 300 million at December 26, 2020.

Note 5. i Restructuring Activities

As part of our restructuring activities, we incur expenses that qualify as exit and disposal costs under U.S. GAAP. These include severance and employee benefit costs and other exit costs. Severance and employee benefit costs primarily relate to cash severance, non-cash severance, including accelerated equity award compensation expense, and pension and other termination benefits. Other exit costs primarily relate to lease and contract terminations. We also incur expenses that are an integral component of, and directly attributable to, our restructuring activities, which do not qualify as exit and disposal costs under U.S. GAAP. These include asset-related costs and other implementation costs. Asset-related costs primarily relate to accelerated depreciation and asset impairment charges. Other implementation costs primarily relate to start-up costs of new facilities, professional fees, asset relocation costs, costs to exit facilities, and costs associated with restructuring benefit plans.

Employee severance and other termination benefit packages are primarily determined based on established benefit arrangements, local statutory requirements, and historical benefit practices. We recognize the contractual component of these benefits when payment is probable and estimable; additional elements of severance and termination benefits associated with non-recurring benefits are recognized ratably over each employee’s required future service period. Charges for accelerated depreciation are recognized on long-lived assets that will be taken out of service before the end of their normal service, in which case depreciation estimates are revised to reflect the use of the asset over its shortened useful life. Asset impairments establish a new fair value basis for assets held for disposal or sale, and those assets are written down to expected net realizable value if carrying value exceeds fair value. All other costs are recognized as incurred.

Restructuring Activities:

We have restructuring programs globally, which are focused primarily on workforce reduction and factory closure and consolidation. In 2021, we eliminated approximately i 430 positions related to these programs. As of December 25, 2021, we expect to eliminate approximately i 750 additional positions in 2022, primarily outside of the United States and Canada. In 2021, restructuring activities resulted in expenses of $ i 84 million and included $ i 34 million of severance and employee benefit costs and $ i 50 million of other implementation costs. Restructuring activities resulted in income of $ i 2 million in 2020 and expenses of $ i 108 million in 2019.

Our net liability balance for restructuring project costs that qualify as exit and disposal costs under U.S. GAAP was (in millions):

Severance and Employee Benefit Costs

Other Exit Costs

Total

Balance at December 26, 2020

i 10

i 20

i 30

Charges/(credits)

i 34

i —

i 34

Cash payments

( i 17)

( i 4)

( i 21)

Balance at December 25, 2021

i 27

i 16

i 43

We expect the majority of the liability for severance and employee benefit costs as of December 25, 2021 to be paid by the end of 2022. The liability for other exit costs primarily relates to lease obligations. The cash impact of these obligations will continue for the duration of the lease terms, which expire between 2022 and 2026.

Total Expenses/(Income):

Total expense/(income) related to restructuring activities by income statement caption, were (in millions):

Severance and employee benefit costs - Cost of products sold

i 12

i —

( i 3)

Severance and employee benefit costs - SG&A

i 21

i 1

i 14

Severance and employee benefit costs - Other expense/(income)

i 1

i —

i 4

Asset-related costs - Cost of products sold

i —

i 13

i 29

Asset-related costs - SG&A

i —

i 8

Other costs - Cost of products sold

i 1

( i 33)

i 22

Other costs - SG&A

i 49

i 34

i 32

Other costs - Other expense/(income)

i —

( i 17)

i 2

i 84

( i 2)

i 108

We do not include our restructuring activities within Segment Adjusted EBITDA (as defined in Note 21, Segment Reporting). i The pre-tax impact of allocating such expenses to our segments would have been (in millions):

United States

i 9

( i 10)

i 37

International

i 22

( i 15)

i 29

Canada

i 6

i 14

i 18

General corporate expenses

i 47

i 9

i 24

i 84

( i 2)

i 108

Note 6. i Restricted Cash

The following table provides a reconciliation of cash and cash equivalents, as reported on our consolidated balance sheets, to cash, cash equivalents, and restricted cash, as reported on our consolidated statements of cash flows (in millions):


	December 25, 2021		December 26, 2020
Cash and cash equivalents	$	i 3,445	$	i 3,417

Restricted cash included in other non-current assets	i 1		i 1
Cash, cash equivalents, and restricted cash	$	i 3,446	$	i 3,418

At December 26, 2020, cash and cash equivalents excluded amounts classified as held for sale. See Note 4, Acquisitions and Divestitures, for additional information.

Note 7. i Inventories

Inventories consisted of the following (in millions):


	December 25, 2021		December 26, 2020
Packaging and ingredients	$	i 571	$	i 482
Spare parts	i 208		i 219
Work in process	i 268		i 268
Finished product	i 1,682		i 1,804
Inventories	$	i 2,729	$	i 2,773

At December 25, 2021 and December 26, 2020, inventories excluded amounts classified as held for sale. See Note 4, Acquisitions and Divestitures, for additional information.

In the first quarter of 2021, we reclassified certain balances from prepaid expenses to inventories on our consolidated balance sheets. See Note 1, Basis of Presentation, for additional information.

Note 8. i Property, Plant and Equipment

Property, plant and equipment, net consisted of the following (in millions):


	December 25, 2021		December 26, 2020
Land	$	i 207	$	i 219
Buildings and improvements	i 2,508		i 2,514
Equipment and other	i 6,957		i 6,914
Construction in progress	i 1,002		i 792
	i 10,674		i 10,439
Accumulated depreciation	( i 3,868)		( i 3,563)
Property, plant and equipment, net	$	i 6,806	$	i 6,876

At December 25, 2021 and December 26, 2020, property, plant and equipment, net, excluded amounts classified as held for sale. See Note 4, Acquisitions and Divestitures, for additional information. Depreciation expense was $ i 671 million in 2021, $ i 705 million in 2020, and $ i 708 million in 2019.

Note 9. i Goodwill and Intangible Assets

Goodwill:

Changes in the carrying amount of goodwill, by segment, were (in millions):

United States

International

Canada

Total

Balance at December 26, 2020

i 28,429

i 3,160

i 1,500

i 33,089

Impairment losses

( i 35)

( i 53)

i —

( i 88)

Acquisitions

i —

i 74

i —

i 74

Divestitures

( i 1,653)

i —

( i 9)

( i 1,662)

Translation adjustments and other

i 4

( i 127)

i 6

( i 117)

Balance at December 25, 2021

i 26,745

i 3,054

i 1,497

i 31,296

At December 26, 2020, goodwill excluded amounts classified as held for sale related to the Cheese Transaction, which closed in the fourth quarter of 2021. Additionally, the amounts included in divestitures in the table above represent the goodwill that was previously reclassified to assets held for sale and tested and determined to be partially impaired in connection with the Nuts Transaction. The resulting impairment loss of $ i 230 million was recognized in the first quarter of 2021. The Nuts Transaction closed in the second quarter of 2021. See Note 4, Acquisitions and Divestitures, for additional information related to the Cheese Transaction and the Nuts Transaction and their financial statement impacts.

2021 Goodwill Impairment Testing

In the first quarter of 2021, we announced the Nuts Transaction and determined that the Nuts Disposal Group was held for sale. Accordingly, based on a relative fair value allocation, we reclassified $ i 1.7 billion of goodwill to assets held for sale, which included a portion of goodwill from i four of our reporting units. The Nuts Transaction primarily affected our Kids, Snacks, and Beverages (“KSB”) reporting unit but also affected, to a lesser extent, our Enhancers, Specialty, and Away From Home (“ESA”), Canada Foodservice, and Puerto Rico reporting units. These reporting units were evaluated for impairment prior to their representative inclusion in the Nuts Disposal Group as well as on a post-reclassification basis. The fair value of all reporting units was determined to be in excess of their carrying amounts in both scenarios and, therefore, no impairment was recorded.

We test our reporting units for impairment annually as of the first day of our second quarter, which was March 28, 2021 for our 2021 annual impairment test. In performing this test, we incorporated information that was known through the date of filing of our Quarterly Report on Form 10-Q for the period ended June 26, 2021. We utilized the discounted cash flow method under the income approach to estimate the fair value of our reporting units. As a result of our 2021 annual impairment test, we recognized a non-cash impairment loss of approximately $ i 35 million in SG&A in the second quarter of 2021 related to our Puerto Rico reporting unit within our United States segment. With the update of our five-year operating plan in the second quarter of 2021, we established a revised downward outlook for net sales for this reporting unit. After the impairment, the goodwill carrying amount of the Puerto Rico reporting unit is approximately $ i 14 million.

In the fourth quarter of 2021, we completed the Assan Foods Acquisition and the BR Spices Acquisition, both in our International segment. We assigned the goodwill related to the Assan Foods Acquisition to our EMEA East reporting unit and the goodwill related to the BR Spices Acquisition to our Latin America (“LATAM”) reporting unit. Prior to these acquisitions, the EMEA East and LATAM reporting units had no goodwill carrying amounts due to previous impairments. The acquisitions changed the composition of each of the reporting units, triggering an interim impairment test. We determined that the carrying amount of each reporting unit exceeded its fair value as of December 25, 2021. As a result, we recognized a non-cash impairment loss of $ i 53 million in SG&A in our International segment, which represented all of the goodwill of the EMEA East and LATAM reporting units.

As of December 25, 2021, we maintain i 14 reporting units, i nine of which comprise our goodwill balance. These i nine reporting units had an aggregate goodwill carrying amount of $ i 31.3 billion at December 25, 2021. As of their latest 2021 impairment testing date, i six reporting units had i 20% or less fair value over carrying amount and an aggregate goodwill carrying amount of $ i 28.3 billion, i two reporting units had between i 20- i 50% fair value over carrying amount and a goodwill carrying amount of $ i 2.2 billion, and i one reporting unit had over i 50% fair value over carrying amount and a goodwill carrying amount of $ i 961 million.

We test our reporting units for impairment annually as of the first day of our second quarter, or more frequently if events or circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

Accumulated impairment losses to goodwill were $ i 10.9 billion at December 25, 2021 and $ i 10.5 billion at December 26, 2020.

2020 Goodwill Impairment Testing

As previously disclosed, in the first quarter of 2020, following changes to our internal reporting and reportable segments, the composition of certain of our reporting units changed, and we performed an interim impairment test (or transition test) on the affected reporting units on both a pre- and post-reorganization basis.

We performed our pre-reorganization impairment test as of December 29, 2019, which was our first day of 2020. There were no impairment losses resulting from our pre-reorganization impairment test.

We performed our post-reorganization impairment test as of December 29, 2019. There were i six reporting units in scope for our post-reorganization impairment test: Northern Europe, Continental Europe, Asia, Australia, New Zealand, and Japan (“ANJ”), Latin America (“LATAM”), and Puerto Rico. As a result of our post-reorganization impairment test, we recognized a non-cash impairment loss of $ i 226 million in SG&A in the first quarter of 2020 related to i two reporting units contained within our International segment, including $ i 83 million related to our ANJ reporting unit and $ i 143 million related to our LATAM reporting unit, which represented all of the goodwill associated with these reporting units. The remaining reporting units tested as part of our post-reorganization impairment test each had excess fair value over carrying amount as of December 29, 2019.

We performed our 2020 annual impairment test as of March 29, 2020, which was the first day of our second quarter in 2020. We utilized the discounted cash flow method under the income approach to estimate the fair value of our reporting units. Through the performance of the 2020 annual impairment test, we identified impairments related to our U.S. Foodservice, Canada Retail, Canada Foodservice, and EMEA East reporting units. As a result, we recognized a non-cash impairment loss of $ i 1.8 billion in SG&A in the second quarter of 2020, which included an $ i 815 million impairment loss in our Canada Retail reporting unit within our Canada segment, a $ i 655 million impairment loss in our U.S. Foodservice reporting unit within our United States segment, a $ i 205 million impairment loss in our Canada Foodservice reporting unit within our Canada segment, and a $ i 142 million impairment loss in our EMEA East reporting unit within our International segment. These impairments were primarily due to the completion of our enterprise strategy and five-year operating plan in the second quarter of 2020.

As previously disclosed, in the third quarter of 2020, following changes to our United States zone reporting structure, the composition of certain of our reporting units changed and we performed an interim impairment test (or transition test) on the affected reporting units on both a pre- and post-reorganization basis.

We performed our pre-reorganization impairment test as of June 28, 2020, which was our first day of the third quarter of 2020. There were no impairment losses resulting from this pre-reorganization impairment test.

We performed our post-reorganization impairment test as of June 28, 2020. There were i three reporting units in scope for our post-reorganization impairment test: ESA, KSB, and Meal Foundations and Coffee (“MFC”). These reporting units, which were tested as part of this post-reorganization impairment test, each had excess fair value over carrying amount as of June 28, 2020.

Additionally, in the third quarter of 2020, we announced the Cheese Transaction and determined that the Cheese Disposal Group was held for sale. Accordingly, based on a relative fair value allocation, we reclassified $ i 580 million of goodwill to assets held for sale, which included a portion of goodwill from i seven of our reporting units. Following the reclassification of a portion of goodwill from our reporting units, we determined that a triggering event had occurred for the remaining portion of each of the impacted reporting units, and we tested each for impairment as of September 15, 2020, the triggering event date. The triggering event impairment test did not result in an impairment of the remaining portion of any impacted reporting units.

In the third quarter of 2020, we recorded a non-cash impairment loss of $ i 300 million in SG&A, which was related to the Cheese Disposal Group’s goodwill. See Note 4, Acquisitions and Divestitures, for additional information on the Cheese Transaction and its financial statement impacts.

2019 Goodwill Impairment Testing

In connection with the preparation of our first quarter 2019 financial statements, we concluded that it was more likely than not that the fair values of i three of our pre-reorganization reporting units (EMEA East, Brazil and Latin America Exports) were below their carrying amounts. As such we performed an interim impairment test on these reporting units as of March 30, 2019. As a result of our interim impairment test, we recognized a non-cash impairment loss of $ i 620 million in SG&A in the first quarter of 2019. We recorded a $ i 286 million impairment loss in our EMEA East reporting unit, a $ i 205 million impairment loss in our Brazil reporting unit, and a $ i 129 million impairment loss in our Latin America Exports reporting unit. The impairment of the Brazil reporting unit represented all of the goodwill of that reporting unit. We determined the factors contributing to the impairment loss were the result of circumstances that arose during the first quarter of 2019. These reporting units were part of our International segment as discussed above.

We performed our 2019 annual impairment test as of March 31, 2019, which was the first day of our second quarter in 2019. We utilized the discounted cash flow method under the income approach to estimate the fair value of our reporting units. Through the performance of the 2019 annual impairment test, we identified an impairment related to the U.S. Refrigerated reporting unit (one of our pre-reorganization reporting units). As a result, we recognized a non-cash impairment loss of $ i 118 million in SG&A in the second quarter of 2019 within our United States segment. This impairment was primarily due to an increase in the discount rate used for fair value estimation.

In the fourth quarter of 2019, in connection with the preparation of our year-end financial statements, we determined that it was more likely than not that the fair values of i three of our pre-reorganization reporting units (Australia and New Zealand, Latin America Exports, and Northeast Asia) were below their carrying amounts. As such, we performed an interim impairment test on these reporting units as of December 28, 2019. As a result of our interim impairment test, we recognized a non-cash impairment loss of $ i 453 million in SG&A in the fourth quarter of 2019. We recognized a $ i 357 million non-cash impairment loss in our Australia and New Zealand reporting unit and a $ i 96 million non-cash impairment loss in our Latin America Exports reporting unit. The impairment of the Australia and New Zealand reporting unit represented all of the goodwill of that reporting unit. We determined the factors contributing to the impairment loss were the result of circumstances that arose during the fourth quarter of 2019. These reporting units were part of our International segment as discussed above. We concluded that an impairment charge was not required for our Northeast Asia reporting unit.

Additional Goodwill Considerations

Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors. Estimating the fair value of individual reporting units requires us to make assumptions and estimates regarding our future plans, as well as industry, economic, and regulatory conditions. These assumptions and estimates include estimated future annual net cash flows, income tax rates, discount rates, growth rates, and other market factors. If current expectations of future growth rates and margins are not met, if market factors outside of our control, such as discount rates, income tax rates, foreign currency exchange rates, or any factors that could be affected by COVID-19, change, or if management’s expectations or plans otherwise change, including updates to our long-term operating plans, then one or more of our reporting units might become impaired in the future. Additionally, any decisions to divest certain non-strategic assets has led and could in the future lead to goodwill impairments.

As discussed in Note 1, Basis of Presentation, during the fourth quarter of 2021, certain organizational changes were announced that will impact our future internal reporting and reportable segments. As a result of these changes, we plan to combine our United States and Canada zones to form the North America zone, and expect to have i two reportable segments, North America and International. We expect that any change to our reportable segments would be effective in the second quarter of 2022. These changes are also expected to affect our reporting unit structure and will require an interim impairment test (or transition test) in the second quarter of 2022.

In 2020 and 2021, the COVID-19 pandemic has produced a short-term beneficial financial impact to our consolidated results. Retail sales have increased compared to pre-pandemic periods due to higher than anticipated consumer demand for our products. The foodservice channel, however, has experienced a negative impact from prolonged social distancing mandates limiting access to and capacity at away-from-home establishments for a longer period of time than was expected when they were originally put in place. Our Canada Foodservice reporting unit is the most exposed of our reporting units to the long-term impacts to away-from-home establishments as it is our only standalone foodservice reporting unit. While our other reporting units have varying levels of exposure to the foodservice channel, they also have exposure to the retail channel, which offsets some of the risk associated with the potential long-term impacts of shifts in net sales between retail and away-from-home establishments. Our Canada Foodservice reporting unit was impaired during our 2020 annual impairment test, reflecting our best estimate at that time of the future outlook and risks of this business. The Canada Foodservice reporting unit maintains an aggregate goodwill carrying amount of approximately $ i 154 million as of December 25, 2021. A number of factors could result in further future impairments of our foodservice (or away-from-home) businesses, including but not limited to: mandates around closures of dining rooms in restaurants, distancing of people within establishments resulting in fewer customers, the total number of restaurant closures, changes in consumer preferences or regulatory requirements over product formats (e.g., table top packaging vs. single serve packaging), and consumer trends of dining-in versus dining-out. Given the evolving nature of, and uncertainty driven by, the COVID-19 pandemic, we will continue to evaluate the impact on our reporting units as adverse changes to these assumptions could result in future impairments.

Our reporting units that were impaired were written down to their respective fair values resulting in zero excess fair value over carrying amount as of the applicable impairment test dates. Accordingly, these and other reporting units that have i 20% or less excess fair value over carrying amount as of their latest 2021 impairment testing date have a heightened risk of future impairments if any assumptions, estimates, or market factors change in the future. Although the remaining reporting units have more than i 20% excess fair value over carrying amount as of their latest 2021 impairment testing date, these amounts are also primarily associated with the 2013 Heinz Acquisition and the 2015 Merger and are recorded on our consolidated balance sheet at their estimated acquisition date fair values. Therefore, if any assumptions, estimates, or market factors change in the future, these amounts are also susceptible to impairments.

Indefinite-lived intangible assets:

Changes in the carrying amount of indefinite-lived intangible assets, which primarily consisted of trademarks, were (in millions):


Balance at December 26, 2020	$	i 42,267
Impairment losses	( i 1,307)
Divestitures	( i 1,487)

Translation adjustments	( i 54)
Balance at December 25, 2021	$	i 39,419

At December 26, 2020, indefinite-lived intangible assets excluded amounts classified as held for sale related to the Cheese Transaction, which closed in the fourth quarter of 2021. Indefinite-lived intangible asset amounts included in divestitures in the table above represent amounts previously reclassified to assets held for sale related to the Planters trademark in connection with the Nuts Transaction, which closed in the second quarter of 2021. See Note 4, Acquisitions and Divestitures, for additional information on the Cheese Transaction and the Nuts Transaction.

2021 Indefinite-Lived Intangible Asset Impairment Testing

We performed our 2021 annual impairment test as of March 28, 2021, which was the first day of our second quarter in 2021. As a result of our 2021 annual impairment test, we recognized a non-cash impairment loss of $ i 69 million in SG&A in the second quarter of 2021 related to i two brands, Plasmon and Maxwell House. We recorded non-cash impairment losses of $ i 45 million in our International segment related to Plasmon and $ i 24 million in our United States segment related to Maxwell House, consistent with the ownership of the trademarks. The impairment of the Plasmon brand was largely due to downward revised revenue expectations for infant nutrition in Italy. The impairment of the Maxwell House brand was primarily due to downward revised revenue expectations for mainstream coffee in the U.S. These brands had an aggregate carrying amount of $ i 822 million prior to this impairment and $ i 753 million after this impairment.

In the fourth quarter of 2021, following the monetization of the licensed portions of the Kraft and Velveeta brands in connection with the closing of the Cheese Transaction, we performed an interim impairment test on these brands as of November 29, 2021, the Cheese Transaction Closing Date. While the Velveeta brand had a fair value in excess of its carrying amount, the Kraft brand had a fair value below its carrying amount. Accordingly, we recorded a non-cash impairment loss of $ i 1.2 billion in SG&A in the fourth quarter of 2021 related to the Kraft brand. We recognized this impairment loss in our United States segment, consistent with the ownership of the Kraft trademark.

Our indefinite-lived intangible asset balance primarily consists of a number of individual brands, which had an aggregate carrying amount of $ i 39.4 billion at December 25, 2021. As of their latest 2021 impairment testing date, brands with i 20% or less fair value over carrying amount had an aggregate carrying amount after impairment of $ i 21.3 billion, brands with between i 20- i 50% fair value over carrying amount had an aggregate carrying amount of $ i 6.5 billion, and brands that had over i 50% fair value over carrying amount had an aggregate carrying amount of $ i 11.8 billion. We test our brands for impairment annually as of the first day of our second quarter, or more frequently if events or circumstances indicate it is more likely than not that the fair value of a brand is less than its carrying amount.

2020 Indefinite-Lived Intangible Asset Impairment Testing

We performed our 2020 annual impairment test as of March 29, 2020, which was the first day of our second quarter in 2020. As a result of our 2020 annual impairment test, we recognized a non-cash impairment loss of $ i 1.1 billion in SG&A in the second quarter of 2020 primarily related to i nine brands (Oscar Mayer, Maxwell House, Velveeta, Cool Whip, Plasmon, ABC, Classico, Wattie’s, and Planters), which included impairment losses of $ i 949 million in our United States segment, $ i 100 million in our International segment, and $ i 7 million in our Canada segment, consistent with the ownership of the trademarks. We recognized a $ i 626 million impairment loss related to the Oscar Mayer brand, a $ i 140 million impairment loss related to the Maxwell House brand, and a $ i 290 million impairment loss primarily related to i seven other brands (Velveeta, Cool Whip, Plasmon, ABC, Classico, Wattie’s, and Planters).

2019 Indefinite-Lived Intangible Asset Impairment Testing

We performed our 2019 annual impairment test as of March 31, 2019, which was the first day of our second quarter in 2019. As a result of our 2019 annual impairment test, we recognized a non-cash impairment loss of $ i 474 million in SG&A in the second quarter of 2019 primarily related to i six brands (Miracle Whip, Velveeta, Lunchables, Maxwell House, Philadelphia, and Cool Whip). This impairment loss was recorded in our United States segment, consistent with the ownership of the trademarks. The impairment for these brands was largely due to an increase in the discount rate assumptions used for the fair value estimations. These brands had an aggregate carrying value of $ i 13.5 billion prior to this impairment and $ i 13.0 billion after this impairment.

In the fourth quarter of 2019, in connection with the preparation of our year-end financial statements, we determined that it was more likely than not that the fair values of i two of our brands, Maxwell House and Wattie’s, were below their carrying amounts. As a result, we performed an interim impairment test on these brands as of December 28, 2019. While we determined that the Wattie’s brand was not impaired, we recognized a non-cash impairment loss of $ i 213 million in SG&A in our United States segment, consistent with the ownership of the Maxwell House trademark, in the fourth quarter of 2019. We determined the factors contributing to the impairment loss were the result of circumstances that arose during the fourth quarter of 2019.

Additional Indefinite-Lived Intangible Asset Considerations

Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors. Estimating the fair value of individual brands requires us to make assumptions and estimates regarding our future plans, as well as industry, economic, and regulatory conditions. These assumptions and estimates include estimated future annual net cash flows, income tax considerations, discount rates, growth rates, royalty rates, contributory asset charges, and other market factors. If current expectations of future growth rates and margins are not met, if market factors outside of our control, such as discount rates, income tax rates, foreign currency exchange rates, or any factors that could be affected by COVID-19, change, or if management’s expectations or plans otherwise change, including updates to our long-term operating plans, then one or more of our brands might become impaired in the future. Additionally, any decisions to divest certain non-strategic assets has led and could in the future lead to intangible asset impairments.

Our brands that were impaired were written down to their respective fair values resulting in zero excess fair value over carrying amount as of the applicable impairment test dates. Accordingly, these and other individual brands that have i 20% or less excess fair value over carrying amount as of their latest 2021 impairment testing date have a heightened risk of future impairments if any assumptions, estimates, or market factors change in the future. Although the remaining brands have more than i 20% excess fair value over carrying amount as of their latest 2021 impairment testing date, these amounts are also associated with the 2013 Heinz Acquisition and the 2015 Merger and are recorded on our consolidated balance sheet at their estimated acquisition date fair values. Therefore, if any assumptions, estimates, or market factors change in the future, these amounts are also susceptible to impairments.

Definite-lived intangible assets:

Definite-lived intangible assets were (in millions):

Gross

Accumulated
Amortization

Net

Gross

Accumulated
Amortization

Net

Trademarks

i 2,091

( i 556)

i 1,535

i 2,000

( i 478)

i 1,522

Customer-related assets

i 3,617

( i 1,040)

i 2,577

i 3,808

( i 942)

i 2,866

Other

i 17

( i 6)

i 11

i 15

( i 3)

i 12

i 5,725

( i 1,602)

i 4,123

i 5,823

( i 1,423)

i 4,400

At December 25, 2021 and December 26, 2020, definite-lived intangible assets excluded amounts classified as held for sale. See Note 4, Acquisitions and Divestitures, for additional information on amounts held for sale.

Amortization expense for definite-lived intangible assets was $ i 239 million in 2021, $ i 264 million in 2020, and $ i 286 million in 2019. Aside from amortization expense, the decrease in definite-lived intangible assets from December 26, 2020 to December 25, 2021 primarily reflects the assets sold in connection with the Nuts Transaction, including certain customer-related assets with a net carrying value of $ i 133 million and the Corn Nuts trademark with a net carrying value of $ i 25 million, the impact of foreign currency, and $ i 9 million of non-cash impairment losses related to a trademark in our International segment. These impacts were partially offset by $ i 143 million of additions primarily related to the Cracker Barrel license in connection with the Cheese Transaction and $ i 14 million related to assets reclassified as held and used. See Note 4, Acquisitions and Divestitures, for additional information on the Nuts Transaction and the Cheese Transaction. The impairment of definite-lived intangible assets in the second quarter of 2021 related to a trademark that had a net carrying value that was deemed not to be recoverable. This $ i 9 million non-cash impairment loss was recognized in SG&A.

We estimate that amortization expense related to definite-lived intangible assets will be approximately $ i i 240 / million in 2022 and 2023 and $ i i i 230 / / million in each of the following three years.

Note 10. i Income Taxes

Provision for/(Benefit from) Income Taxes:

Income/(loss) before income taxes and the provision for/(benefit from) income taxes, consisted of the following (in millions):

Income/(loss) before income taxes:

United States

( i 215)

i 363

i 796

Non-U.S.

i 1,923

i 667

i 1,865

Total

i 1,708

i 1,030

i 2,661

Provision for/(benefit from) income taxes:

Current:

U.S. federal

i 1,421

i 634

i 466

U.S. state and local

i 120

i 91

i 116

Non-U.S.

i 185

i 287

i 439

i 1,726

i 1,012

i 1,021

Deferred:

U.S. federal

( i 1,086)

( i 232)

( i 209)

U.S. state and local

( i 211)

( i 109)

( i 7)

Non-U.S.

i 255

( i 2)

( i 77)

( i 1,042)

( i 343)

( i 293)

Total provision for/(benefit from) income taxes

i 684

i 669

i 728

We record tax benefits related to the exercise of stock options and other equity instruments within our tax provision. Accordingly, we recognized a tax benefit in our consolidated statements of income of $ i 8 million in 2021, $ i 4 million in 2020, and $ i 12 million in 2019 related to tax benefits upon the exercise of stock options and other equity instruments.

Effective Tax Rate:

The effective tax rate on income/(loss) before income taxes differed from the U.S. federal statutory tax rate for the following reasons:

U.S. federal statutory tax rate

i 21.0

Tax on income of foreign subsidiaries

( i 12.9)

( i 26.1)

( i 7.5)

U.S. state and local income taxes, net of federal tax benefit

( i 0.5)

i 0.6

i 1.1

Audit settlements and changes in uncertain tax positions

i 0.4

i 3.7

i 1.3

Global intangible low-taxed income

i 5.5

i 6.5

i 1.8

Goodwill impairment

i 4.7

i 57.2

i 9.3

(Losses)/gains related to acquisitions and divestitures

i 12.9

i 0.1

i 1.0

Movement of valuation allowance reserves

i 0.1

( i 0.4)

i 1.3

Deferred tax effect of tax law changes

i 9.8

( i 2.1)

( i 0.5)

Other

( i 0.9)

i 4.5

( i 1.4)

Effective tax rate

i 40.1

i 65.0

i 27.4

The provision for income taxes consists of provisions for federal, state, and foreign income taxes. We operate in an international environment; accordingly, the consolidated effective tax rate is a composite rate reflecting the earnings in various locations and the applicable tax rates. Additionally, the calculation of the percentage point impact of goodwill impairment and other items on the effective tax rate shown in the table above are affected by income/(loss) before income taxes. The percentage point impacts on the effective tax rates fluctuate due to income/(loss) before income taxes, which included goodwill and intangible asset impairment losses in all years presented in the table. Fluctuations in the amount of income generated across locations around the world could impact comparability of reconciling items between periods. Additionally, small movements in tax rates due to a change in tax law or a change in tax rates that causes us to revalue our deferred tax balances produces volatility in our effective tax rate.

Our 2021 effective tax rate was an expense of i 40.1% on pre-tax income. Our effective tax rate was unfavorably impacted by rate reconciling items, primarily the tax impacts related to acquisitions and divestitures, which mainly reflect the impacts of the Nuts Transaction and Cheese Transaction, partially offset by current year capital losses; the revaluation of our deferred tax balances due to changes in international and state tax rates, mainly an increase in U.K. tax rates; the impact of the federal tax on global intangible low-taxed income (“GILTI”); and non-deductible goodwill impairments. These impacts were partially offset by a favorable geographic mix of pre-tax income in various non-U.S. jurisdictions.

Our 2020 effective tax rate was an expense of i 65.0% on pre-tax income. Our effective tax rate was unfavorably impacted by rate reconciling items, primarily related to non-deductible goodwill impairments, the impact of the federal tax on GILTI, and the revaluation of our deferred tax balances due to changes in international tax laws. These impacts were partially offset by a more favorable geographic mix of pre-tax income in various non-U.S. jurisdictions and the favorable impact of establishing certain deferred tax assets for state tax deductions.

Our 2019 effective tax rate was an expense of i 27.4% on pre-tax income. Our effective tax rate was unfavorably impacted by rate reconciling items, primarily related to non-deductible goodwill impairments, the impact of the federal tax on GILTI, an increase in uncertain tax position reserves, the establishment of certain state valuation allowance reserves, and the tax impacts from the Heinz India Transaction and Canada Natural Cheese Transaction. 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.

See Note 9, Goodwill and Intangible Assets, for additional information related to our impairment losses. See Note 4, Acquisitions and Divestitures, for additional information on the Nuts Transaction, Cheese Transaction, Heinz India Transaction, and Canada Natural Cheese Transaction.

Deferred Income Tax Assets and Liabilities:

The tax effects of temporary differences and carryforwards that gave rise to deferred income tax assets and liabilities consisted of the following (in millions):


	December 25, 2021		December 26, 2020
Deferred income tax liabilities:
Intangible assets, net	$	i 10,215	$	i 11,041
Property, plant and equipment, net	i 765		i 764
Other	i 335		i 183
Deferred income tax liabilities	i 11,315		i 11,988
Deferred income tax assets:
Benefit plans	( i 84)		( i 177)
Deferred income	( i 373)		( i 29)
Other	( i 557)		( i 552)
Deferred income tax assets	( i 1,014)		( i 758)
Valuation allowance	i 101		i 105
Net deferred income tax liabilities	$	i 10,402	$	i 11,335

At December 26, 2020, deferred income tax liabilities excluded amounts classified as held for sale. See Note 4, Acquisitions and Divestitures, for additional information.

The decrease in net deferred income tax liabilities from December 26, 2020 to December 25, 2021 was primarily driven by a decrease in deferred income tax liabilities due to the disposition of intangible assets in connection with the Nuts Transaction and the Cheese Transaction and intangible asset impairment losses in 2021 as well as an increase in deferred income tax assets related to deferred income from the Cheese Divestiture Licenses. See Note 4, Acquisitions and Divestitures, for additional information related to the Nuts Transaction and Cheese Transaction and their financial statement impacts. See Note 9, Goodwill and Intangible Assets, for additional information on the impairment losses.

At December 25, 2021, foreign operating loss carryforwards totaled $ i 511 million. Of that amount, $ i 38 million expire between 2022 and 2041; the other $ i 474 million do not expire. We have recorded $ i 146 million of deferred tax assets related to these foreign operating loss carryforwards. Deferred tax assets of $ i 57 million have been recorded for U.S. state and local operating loss carryforwards. These losses expire between 2022 and 2041.

Uncertain Tax Positions:

At December 25, 2021, our unrecognized tax benefits for uncertain tax positions were $ i 441 million. If we had recognized all of these benefits, the impact on our effective tax rate would have been $ i 406 million. It is reasonably possible that our unrecognized tax benefits will decrease by as much as $ i 38 million in the next 12 months primarily due to the progression of federal, state, and foreign audits in process. Our unrecognized tax benefits for uncertain tax positions are included in income taxes payable and other non-current liabilities on our consolidated balance sheets.

The changes in our unrecognized tax benefits were (in millions):

Balance at the beginning of the period

i 421

i 406

i 387

Increases for tax positions of prior years

i 13

i 28

Decreases for tax positions of prior years

( i 51)

( i 34)

( i 39)

Increases based on tax positions related to the current year

i 75

i 57

i 60

Decreases due to settlements with taxing authorities

( i 1)

( i 8)

( i 20)

Decreases due to lapse of statute of limitations

( i 16)

( i 13)

( i 10)

Balance at the end of the period

i 441

i 421

i 406

Our unrecognized tax benefits increased during 2021 and 2020 mainly as a result of a net increase for tax positions related to the current and prior years in the U.S. and certain state and foreign jurisdictions, which were partially offset by decreases related to audit settlements with federal, state, and foreign taxing authorities and statute of limitations expirations.

We include interest and penalties related to uncertain tax positions in our tax provision. Our provision for/(benefit from) income taxes included a $ i 9 million expense in 2021 and a $ i 10 million expense in 2020 related to interest and penalties. The expense related to interest and penalties in 2019 was insignificant. Accrued interest and penalties were $ i 81 million as of December 25, 2021 and $ i 72 million as of December 26, 2020.

Other Income Tax Matters:

Tax Examinations:

In the normal course of business, we are subject to examination by taxing authorities throughout the world, including such major jurisdictions as Australia, Brazil, Canada, Italy, the Netherlands, the United Kingdom, and the United States. As of December 25, 2021, we have substantially concluded all national income tax matters through 2019 for the Netherlands, through 2016 for the United States, through 2016 for Australia, through 2012 for the United Kingdom and Canada, through 2014 for Italy, and through 2006 for Brazil. We have substantially concluded all U.S. state income tax matters through 2007.

Cash Held by International Subsidiaries:

Related to our undistributed historic earnings that are currently not considered to be indefinitely reinvested, we had recorded a deferred tax liability of approximately $ i 10 million on approximately $ i 135 million of historic earnings at December 25, 2021 and a deferred tax liability of approximately $ i 20 million on approximately $ i 300 million of historic earnings at December 26, 2020. The deferred tax liability relates to local withholding taxes that will be owed when this cash is distributed.

Divestitures:

In the second half of 2021, we paid approximately $ i 700 million of cash taxes related to the Nuts Transaction.

In the first half of 2022, we expect to pay cash taxes of approximately $ i 620 million related to the Cheese Transaction.

Note 11. i Employees’ Stock Incentive Plans

We grant equity awards, including stock options, restricted stock units (“RSUs”), and performance share units (“PSUs”), to select employees to provide long-term performance incentives to our employees.

Stock Plans

We had activity related to equity awards from the following plans in 2021, 2020, and 2019:

2020 Omnibus Incentive Plan:

In May 2020, our stockholders approved The Kraft Heinz Company 2020 Omnibus Incentive Plan (the “2020 Omnibus Plan”), which was adopted by our Board of Directors (“Board”) in March 2020. The 2020 Omnibus Plan became effective March 2, 2020 (the “Plan Effective Date”) and will expire on the tenth anniversary of the Plan Effective Date. The 2020 Omnibus Plan authorizes the issuance of up to i 36 million shares of our common stock for awards to employees, non-employee directors, and other key personnel. The 2020 Omnibus Plan provides for the grant of options, stock appreciation rights, restricted stock, RSUs, deferred stock, performance awards, other stock-based awards, and cash-based awards. Equity awards granted under the 2020 Omnibus Plan include awards that vest in full at the end of a i three-year period as well as awards that vest in annual installments over three or i four years beginning on the second anniversary of the original grant date. Non-qualified stock options have a maximum exercise term of i 10 years from the date of the grant. As of the Plan Effective Date, awards will no longer be granted under The Kraft Heinz Company 2016 Omnibus Incentive Plan, the H. J. Heinz Holding Corporation 2013 Omnibus Incentive Plan, Kraft Foods Group, Inc. 2012 Performance Incentive Plan, or any other equity plans other than the 2020 Omnibus Plan.

2016 Omnibus Incentive Plan:

In April 2016, our stockholders approved The Kraft Heinz Company 2016 Omnibus Incentive Plan (“2016 Omnibus Plan”), which was adopted by our Board in February 2016. The 2016 Omnibus Plan authorized grants of up to i 18 million shares of our common stock pursuant to options, stock appreciation rights, RSUs, deferred stock, performance awards, investment rights, other stock-based awards, and cash-based awards. Equity awards granted under the 2016 Omnibus Plan prior to 2019 generally vest in full at the end of a i five-year period. Equity awards granted under the 2016 Omnibus Plan in 2019 include awards that vest in full at the end of three and i five-year periods as well as awards that become exercisable in annual installments over three to i four years beginning on the second anniversary of the original grant date. Non-qualified stock options have a maximum exercise term of i 10 years. Equity awards granted under the 2016 Omnibus Plan since inception include non-qualified stock options, RSUs, and PSUs.

2013 Omnibus Incentive Plan:

Prior to approval of the 2016 Omnibus Plan, we issued non-qualified stock options to select employees under the H. J. Heinz Holding Corporation 2013 Omnibus Incentive Plan (“2013 Omnibus Plan”). As a result of the 2015 Merger, each outstanding Heinz stock option was converted into i 0.443332 of a Kraft Heinz stock option. Following this conversion, the 2013 Omnibus Plan authorized the issuance of up to i 17,555,947 shares of our common stock. Non-qualified stock options awarded under the 2013 Omnibus Plan vest in full at the end of a i five-year period and have a maximum exercise term of i 10 years. These non-qualified stock options have vested and become exercisable in accordance with the terms and conditions of the 2013 Omnibus Plan and the relevant award agreements.

Kraft 2012 Performance Incentive Plan:

Prior to the 2015 Merger, Kraft issued equity-based awards, including stock options and RSUs, under the Kraft Foods Group, Inc. 2012 Performance Incentive Plan (“2012 Performance Incentive Plan”). As a result of the 2015 Merger, each outstanding Kraft stock option was converted into an option to purchase a number of shares of our common stock based upon an option adjustment ratio, and each outstanding Kraft RSU was converted into i one Kraft Heinz RSU. These options generally become exercisable in i three annual installments beginning on the first anniversary of the original grant date, and have a maximum exercise term of i 10 years. These RSUs generally vest in full on the third anniversary of the original grant date. In accordance with the terms of the 2012 Performance Incentive Plan, vesting generally accelerated for holders of Kraft awards who were terminated without cause within i 2 years of the 2015 Merger Date. These Kraft Heinz equity awards have vested and become exercisable in accordance with the terms and conditions that were applicable immediately prior to the completion of the 2015 Merger.

In addition, prior to the 2015 Merger, Kraft issued performance-based, long-term incentive awards (“Kraft Performance Shares”), which vested based on varying performance, market, and service conditions. In connection with the 2015 Merger, all outstanding Kraft Performance Shares were converted into cash awards, payable in i two installments: (i) a 2015 pro-rata payment based upon the portion of the Kraft Performance Share cycle completed prior to the 2015 Merger and (ii) the remaining value of the award to be paid on the earlier of the first anniversary of the closing of the 2015 Merger and a participant's termination without cause.

Stock Options

We use the Black-Scholes model to estimate the fair value of stock option grants. Our weighted average Black-Scholes fair value assumptions were:

Risk-free interest rate

i 1.03

i 0.45

i 1.46

Expected term

i 6.5 years

Expected volatility

i 32.1

i 33.6

i 31.2

Expected dividend yield

i 4.6

i 5.7

i 5.3

Weighted average grant date fair value per share

i 6.63

i 4.77

i 4.11

The risk-free interest rate represented the constant maturity U.S. Treasury rate in effect at the grant date, with a remaining term equal to the expected life of the options. The expected life is the period over which our employees are expected to hold their options. Due to the lack of historical data, we calculated expected life using the weighted average vesting period and the contractual term of the options. We estimated volatility using a blended volatility approach of term-matched historical volatility from our daily stock prices and weighted average implied volatility. We estimated the expected dividend yield using the quarterly dividend divided by the three-month average stock price, annualized and continuously compounded.

Our stock option activity and related information was:

Number of Stock Options

Weighted Average Exercise Price
(per share)

Aggregate Intrinsic Value
(in millions)

Average Remaining Contractual Term

Outstanding at December 26, 2020

i 13,479,668

i 43.71

Granted

i 1,021,901

i 37.05

Forfeited

( i 733,998)

i 53.02

Exercised

( i 1,989,503)

i 26.63

Outstanding at December 25, 2021

i 11,778,068

i 45.43

i 36

i 4 years

Exercisable at December 25, 2021

i 7,369,931

i 45.04

i 21

i 3 years

The aggregate intrinsic value of stock options exercised during the period was $ i 23 million in 2021, $ i 24 million in 2020, and $ i 10 million in 2019.

Cash received from options exercised was $ i 53 million in 2021, $ i 85 million in 2020, and $ i 17 million in 2019. The tax benefit realized from stock options exercised was $ i 12 million in 2021, $ i 16 million in 2020, and $ i 18 million in 2019.

Our unvested stock options and related information was:


	Number of Stock Options	Weighted Average Grant Date Fair Value (per share)
Unvested options at December 26, 2020	i 4,919,593	$	i 8.37
Granted	i 1,021,901	i 6.63
Forfeited	( i 93,249)	i 5.95
Vested	( i 1,440,108)	i 9.89
Unvested options at December 25, 2021	i 4,408,137	i 7.52

Restricted Stock Units

RSUs represent a right to receive i one share or the value of one share upon the terms and conditions set forth in the applicable plan and award agreement.

We used the stock price on the grant date to estimate the fair value of our RSUs. Certain of our RSUs are not dividend eligible. We discounted the fair value of these RSUs based on the dividend yield. Dividend yield was estimated using the quarterly dividend divided by the three-month average stock price, annualized and continuously compounded. The grant date fair value of RSUs is amortized to expense over the vesting period.

The weighted average grant date fair value per share of our RSUs granted during the year was $ i 36.36 in 2021, $ i 29.27 in 2020, and $ i 25.77 in 2019. All RSUs granted in 2021, 2020, and 2019 were dividend eligible.

Our RSU activity and related information was:


	Number of Units	Weighted Average Grant Date Fair Value (per share)
Outstanding at December 26, 2020	i 14,235,922	$	i 31.32
Granted	i 3,370,438	i 36.36
Forfeited	( i 1,564,027)	i 31.06
Vested	( i 3,565,943)	i 30.03
Outstanding at December 25, 2021	i 12,476,390	i 33.08

The aggregate fair value of RSUs that vested during the period was $ i 135 million in 2021, $ i 6 million in 2020, and $ i 2 million in 2019.

Performance Share Units

PSUs represent a right to receive i one share or the value of one share upon the terms and conditions set forth in the applicable plan and award agreement and are subject to achievement or satisfaction of performance or market conditions specified by the Compensation Committee of our Board.

For our PSUs that are tied to performance conditions, we used the stock price on the grant date to estimate the fair value. The PSUs are not dividend eligible; therefore, we discounted the fair value of the PSUs based on the dividend yield. Dividend yield was estimated using the quarterly dividend divided by the three-month average stock price, annualized and continuously compounded. The grant date fair value of PSUs is amortized to expense on a straight-line basis over the requisite service period for each separately vesting portion of the awards. We adjust the expense based on the likelihood of future achievement of performance metrics.

In 2019, in addition to the performance-based PSUs granted, we granted PSUs to our Chief Executive Officer that are tied to market-based conditions. The grant date fair value of these PSUs was determined based on a Monte Carlo simulation model. A discount was applied to the Monte Carlo valuation to reflect the lack of marketability during a mandatory post-vest holding period of i three years. The related compensation expense is recognized regardless of whether the market condition is satisfied, provided that the requisite service has been provided. The number of PSUs that ultimately vest is based on achievement of the market-based components.

The weighted average grant date fair value per share of our PSUs granted during the year was $ i 35.03 in 2021, $ i 28.50 in 2020, and $ i 25.31 in 2019. Our expected dividend yield was i 4.63% in 2021, i 5.10% in 2020, and i 5.39% in 2019.

Our PSU activity and related information was:


	Number of Units	Weighted Average Grant Date Fair Value (per share)
Outstanding at December 26, 2020	i 7,778,710	$	i 33.16
Granted	i 1,571,066	i 35.03
Forfeited	( i 2,213,616)	i 52.03
Vested	( i 1,816,180)	i 29.16
Outstanding at December 25, 2021	i 5,319,980	i 27.24

The aggregate fair value of PSUs that vested during the period was $ i 69 million in 2021. i i No / PSUs vested in 2020 or 2019.

Total Equity Awards

Equity award compensation cost and the related tax benefit was (in millions):

Pre-tax compensation cost

i 197

i 156

i 46

Related tax benefit

( i 43)

( i 33)

( i 9)

After-tax compensation cost

i 154

i 123

i 37

Unrecognized compensation cost related to unvested equity awards was $ i 285 million at December 25, 2021 and is expected to be recognized over a weighted average period of i 2 years.

Note 12. i Postemployment Benefits

We maintain various retirement plans for the majority of our employees. Current defined benefit pension plans are provided primarily for certain domestic union and foreign employees. Local statutory requirements govern many of these plans. The pension benefits of our unionized workers are in accordance with the applicable collective bargaining agreement covering their employment. Defined contribution plans are provided for certain domestic unionized, non-union hourly, and salaried employees as well as certain employees in foreign locations.

We provide health care and other postretirement benefits to certain of our eligible retired employees and their eligible dependents. Certain of our U.S. and Canadian employees may become eligible for such benefits. We may modify plan provisions or terminate plans at our discretion. The postretirement benefits of our unionized workers are in accordance with the applicable collective bargaining agreement covering their employment.

We remeasure our postemployment benefit plans at least annually.

Pension Plans

Obligations and Funded Status:

The projected benefit obligations, fair value of plan assets, and funded status of our pension plans were (in millions):

U.S. Plans

Non-U.S. Plans

Benefit obligation at beginning of year

i 4,191

i 4,501

i 2,359

i 2,187

Service cost

i 5

i 6

i 16

Interest cost

i 90

i 123

i 29

i 38

Benefits paid

( i 132)

( i 189)

( i 116)

( i 115)

Actuarial losses/(gains)(a)

( i 125)

i 421

( i 35)

i 144

Plan amendments

i —

i 5

Currency

i —

( i 28)

i 84

Settlements(b)

( i 180)

( i 671)

( i 2)

i —

Special/contractual termination benefits

i 3

i —

i 1

i —

Other

i —

Benefit obligation at end of year

i 3,852

i 4,191

i 2,224

i 2,359

Fair value of plan assets at beginning of year

i 4,627

i 4,835

i 3,023

i 2,841

Actual return on plan assets

i 130

i 652

i 28

i 176

Employer contributions

i —

i 15

Benefits paid

( i 132)

( i 189)

( i 117)

( i 114)

Currency

i —

( i 37)

i 108

Settlements(b)

( i 180)

( i 671)

( i 2)

i —

Other

i —

( i 3)

Fair value of plan assets at end of year

i 4,445

i 4,627

i 2,910

i 3,023

Net pension liability/(asset) recognized at end of year

( i 593)

( i 436)

( i 686)

( i 664)

(a) Actuarial losses/(gains) were primarily due to a change in the discount rate assumption utilized in measuring plan obligations.

(b) Settlements represent $ i 182 million in lump sum payments in 2021 and the full settlement of pension benefit obligations of $ i 509 million through the purchase of a group annuity contract and an additional $ i 162 million in lump sum payments in 2020.

The accumulated benefit obligation, which represents benefits earned to the measurement date, was $ i 3.8 billion at December 25, 2021 and $ i 4.2 billion at December 26, 2020 for the U.S. pension plans. The accumulated benefit obligation for the non-U.S. pension plans was $ i 2.1 billion at December 25, 2021 and $ i 2.2 billion at December 26, 2020.

The combined U.S. and non-U.S. pension plans resulted in net pension assets of $ i 1.3 billion at December 25, 2021 and $ i 1.1 billion at December 26, 2020. i We recognized these amounts on our consolidated balance sheets as follows (in millions):


	December 25, 2021		December 26, 2020
Other non-current assets	$	i 1,366	$	i 1,205
Other current liabilities	( i 5)		( i 6)
Accrued postemployment costs	( i 82)		( i 99)
Net pension asset/(liability) recognized	$	i 1,279	$	i 1,100

For certain of our U.S. and non-U.S. plans that were underfunded based on accumulated benefit obligations in excess of plan assets, the projected benefit obligations, accumulated benefit obligations, and the fair value of plan assets were (in millions):

U.S. Plans

Non-U.S. Plans

Projected benefit obligation

i —

i 162

i 181

Accumulated benefit obligation

i —

i 155

i 174

Fair value of plan assets

i —

i 75

i 76

All of our U.S. plans were overfunded based on plan assets in excess of accumulated benefit obligations as of December 25, 2021 and December 26, 2020.

For certain of our U.S. and non-U.S. plans that were underfunded based on projected benefit obligations in excess of plan assets, the projected benefit obligations, accumulated benefit obligations, and the fair value of plan assets were (in millions):

U.S. Plans

Non-U.S. Plans

Projected benefit obligation

i —

i 162

i 181

Accumulated benefit obligation

i —

i 155

i 174

Fair value of plan assets

i —

i 75

i 76

All of our U.S. plans were overfunded based on plan assets in excess of projected benefit obligations as of December 25, 2021 and December 26, 2020.

We used the following weighted average assumptions to determine our projected benefit obligations under the pension plans:

U.S. Plans

Non-U.S. Plans

Discount rate

i 3.1

i 2.8

i 1.9

i 1.5

Rate of compensation increase

i 4.0

i 3.8

i 3.5

Components of Net Pension Cost/(Benefit):

Net pension cost/(benefit) consisted of the following (in millions):

U.S. Plans

Non-U.S. Plans

Service cost

i 5

i 6

i 7

i 16

i 17

Interest cost

i 90

i 123

i 163

i 29

i 38

i 51

Expected return on plan assets

( i 186)

( i 206)

( i 229)

( i 94)

( i 103)

( i 143)

Amortization of prior service costs/(credits)

i —

i 1

i —

Amortization of unrecognized losses/(gains)

i —

i 2

i 1

Settlements

( i 11)

( i 24)

i —

i 1

i —

i 1

Curtailments

i —

Special/contractual termination benefits

i 3

i —

i 1

i —

i 4

Net pension cost/(benefit)

( i 99)

( i 101)

( i 59)

( i 44)

( i 48)

( i 69)

We present all non-service cost components of net pension cost/(benefit) within other expense/(income) on our consolidated statements of income. In 2021, we recognized special/contractual termination benefits for our U.S plans related to the Nuts Transaction, including a loss of $ i 3 million. These special/contractual termination benefits are recorded in other expense/(income) as a component of our pre-tax loss/(gain) on sale of business on the consolidated statement of income for the year ended December 25, 2021.

We used the following weighted average assumptions to determine our net pension costs for the years ended:

U.S. Plans

Non-U.S. Plans

Discount rate - Service cost

i 3.1

i 3.5

i 4.6

i 2.1

i 2.5

i 3.3

Discount rate - Interest cost

i 2.3

i 2.8

i 4.1

i 1.2

i 1.8

i 2.6

Expected rate of return on plan assets

i 4.2

i 4.4

i 5.7

i 3.1

i 3.8

i 5.4

Rate of compensation increase

i 4.0

i 4.1

i 3.5

i 3.7

i 3.9

Discount rates for our U.S. and non-U.S. plans were developed from a model portfolio of high quality, fixed-income debt instruments with durations that match the expected future cash flows of the plans. We determine our expected rate of return on plan assets from the plan assets' historical long-term investment performance, target asset allocation, and estimates of future long-term returns by asset class.

Plan Assets:

The underlying basis of the investment strategy of our defined benefit plans is to ensure that pension funds are available to meet the plans’ benefit obligations when they are due. Our investment objectives include: investing plan assets in a high-quality, diversified manner in order to maintain the security of the funds; achieving an optimal return on plan assets within specified risk tolerances; and investing according to local regulations and requirements specific to each country in which a defined benefit plan operates. The investment strategy expects equity investments to yield a higher return over the long term than fixed-income securities, while fixed-income securities are expected to provide certain matching characteristics to the plans’ benefit payment cash flow requirements. Our investment policy specifies the type of investment vehicles appropriate for the applicable plan, asset allocation guidelines, criteria for the selection of investment managers, procedures to monitor overall investment performance as well as investment manager performance. It also provides guidelines enabling the applicable plan fiduciaries to fulfill their responsibilities.

Our weighted average asset allocations were:

U.S. Plans

Non-U.S. Plans

Fixed-income securities

i 83

i 81

i 53

i 57

Equity securities

i 16

i 21

i 23

Cash and cash equivalents

i 1

i 3

i 9

i 18

Real estate

i —

i 1

Certain insurance contracts

i —

i 17

i 1

Total

i 100

Our pension investment strategy for U.S. plans is designed to align our pension assets with our projected benefit obligation to reduce volatility. In 2021, we targeted an investment of approximately i 85% of our U.S. plan assets in fixed-income securities and approximately i 15% in return-seeking assets, primarily equity securities. Beginning in 2022, we are targeting an investment of approximately i 75% of our U.S. plan assets in fixed-income securities, approximately i 15% in alternatives, primarily real assets and diversified credit, and approximately i 10% in return-seeking assets, primarily equity securities.

For pension plans outside the United States, our investment strategy is subject to local regulations and the asset/liability profiles of the plans in each individual country. In aggregate, the long-term asset allocation targets of our non-U.S. plans are broadly characterized as a mix of approximately i 83% fixed-income securities and certain insurance contracts, and approximately i 17% in return-seeking assets, primarily equity securities.

The fair value of pension plan assets at December 25, 2021 was determined using the following fair value measurements (in millions):

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

i 316

i —

Corporate bonds and other fixed-income securities

i 4,092

i —

i 4,092

i —

Total fixed-income securities

i 4,408

i 316

i 4,092

i —

Equity securities

i 171

i —

Cash and cash equivalents

i 247

i 245

i 2

i —

Real estate

i 6

i —

i 6

Certain insurance contracts

i 488

i —

i 488

Fair value excluding investments measured at net asset value

i 5,320

i 732

i 4,094

i 494

Investments measured at net asset value(a)

i 2,035

Total plan assets at fair value

i 7,355

(a) Amount includes cash collateral of $ i 239 million associated with our securities lending program, which is reflected as an asset, and a corresponding securities lending payable of $ i 239 million, which is reflected as a liability. The net impact on total plan assets at fair value is i zero.

The fair value of pension plan assets at December 26, 2020 was determined using the following fair value measurements (in millions):

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

i 320

i —

Corporate bonds and other fixed-income securities

i 3,532

i —

i 3,531

i 1

Total fixed-income securities

i 3,852

i 320

i 3,531

i 1

Equity securities

i 232

i —

Cash and cash equivalents

i 545

i 542

i 3

i —

Real estate

i 35

i —

i 35

Certain insurance contracts

i 47

i —

i 47

Fair value excluding investments measured at net asset value

i 4,711

i 1,094

i 3,534

i 83

Investments measured at net asset value(a)

i 2,939

Total plan assets at fair value

i 7,650

(a) Amount includes cash collateral of $ i 227 million associated with our securities lending program, which is reflected as an asset, and a corresponding securities lending payable of $ i 227 million, which is reflected as a liability. The net impact on total plan assets at fair value is i zero.

The following section describes the valuation methodologies used to measure the fair value of pension plan assets, including an indication of the level in the fair value hierarchy in which each type of asset is generally classified.

Government Bonds. These securities consist of direct investments in publicly traded U.S. fixed interest obligations (principally debentures). Such investments are valued using quoted prices in active markets. These securities are included in Level 1.

Corporate Bonds and Other Fixed-Income Securities. These securities consist of publicly traded U.S. and non-U.S. fixed interest obligations (principally corporate bonds). Such investments are valued through consultation and evaluation with brokers in the institutional market using quoted prices and other observable market data. As such, these securities are included in Level 2. Any securities that are in default are included in Level 3.

Equity Securities. These securities consist of direct investments in the stock of publicly traded companies. Such investments are valued based on the closing price reported in an active market on which the individual securities are traded. As such, the direct investments are classified as Level 1.

Cash and Cash Equivalents. This consists of direct cash holdings and institutional short-term investment vehicles. Direct cash holdings are valued based on cost, which approximates fair value and are classified as Level 1. Certain institutional short-term investment vehicles are valued daily and are classified as Level 1. Other cash equivalents that are not traded on an active exchange, such as bank deposits, are classified as Level 2.

Real Estate. These holdings consist of real estate investments and are generally classified as Level 3.

Certain Insurance Contracts. This category consists of group annuity contracts that have been purchased to cover a portion of the plan members and have been classified as Level 3.

Investments Measured at Net Asset Value. This category consists of pooled funds, short-term investments, and partnership/corporate feeder interests.

•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.

The mutual fund investments are not traded on an exchange, and a majority of these funds are held in a separate account managed by a fixed income manager. The fair values of these investments are based on their net asset values, as reported by the managers 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. The objective of the account is to provide superior return with reasonable risk, where performance is expected to exceed Barclays Long U.S. Credit Index. Investments in this account can be redeemed with a written notice to the investment manager.

•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.

The fair values of the corporate feeder are based upon the net asset values of the equity master fund in which it invests. The fair value of these investments measured at net asset value is excluded from the fair value hierarchy. Investments in the corporate feeder can be redeemed quarterly with at least 90 days’ notice. The investment objective of the corporate feeder is to generate long-term returns by investing in large, liquid equity securities with attractive fundamentals.

Changes in our Level 3 plan assets for the year ended December 25, 2021 included (in millions):

Asset Category

Additions

Net Realized Gain/(Loss)

Net Unrealized Gain/(Loss)

Net Purchases, Issuances and Settlements

Transfers Into/(Out of) Level 3

Real estate

i 35

i —

( i 1)

( i 27)

i —

i 6

Corporate bonds and other fixed-income securities

i 1

i —

( i 1)

i —

Certain insurance contracts

i 47

i 464

i —

( i 13)

( i 10)

i —

i 488

Total Level 3 investments

i 83

i 464

( i 1)

( i 14)

( i 37)

( i 1)

i 494

Changes in our Level 3 plan assets for the year ended December 26, 2020 included (in millions):

Asset Category

Additions

Net Realized Gain/(Loss)

Net Unrealized Gain/(Loss)

Net Purchases, Issuances and Settlements

Transfers Into/(Out of) Level 3

Real estate

i 45

i —

( i 1)

( i 6)

i —

( i 3)

i 35

Corporate bonds and other fixed-income securities

i 3

i —

( i 2)

i 1

Certain insurance contracts

i 49

i —

i 3

( i 5)

i —

i 47

Total Level 3 investments

i 97

i —

( i 1)

( i 3)

( i 5)

i 83

Employer Contributions:

In 2021, we contributed $ i 15 million to our non-U.S. pension plans. We did i not contribute to our U.S. pension plans. We estimate that 2022 pension contributions will be approximately $ i 12 million to our non-U.S. pension plans. We do i not plan to make contributions to our U.S. pension plans in 2022. Estimated future contributions take into consideration current economic conditions, which at this time are expected to have minimal impact on expected contributions for 2022. Our actual contributions and plans may change due to many factors, including changes in tax, employee benefit, or other laws and regulations, tax deductibility, significant differences between expected and actual pension asset performance or interest rates, or other factors.

Future Benefit Payments:

The estimated future benefit payments from our pension plans at December 25, 2021 were (in millions):


	U.S. Plans		Non-U.S. Plans
2022	$	i 331	$	i 87
2023	i 314		i 83
2024	i 304		i 84
2025	i 294		i 87
2026	i 271		i 90
2027-2031	i 1,124		i 477

Postretirement Plans

Obligations and Funded Status:

The accumulated benefit obligation, fair value of plan assets, and funded status of our postretirement benefit plans were (in millions):


	December 25, 2021		December 26, 2020
Benefit obligation at beginning of year	$	i 1,302	$	i 1,313
Service cost	i 6		i 6
Interest cost	i 20		i 33
Benefits paid	( i 94)		( i 108)
Actuarial losses/(gains)(a)	( i 121)		i 56

Plan amendments(b)	( i 116)		i —
Currency	i 1		i 2
Curtailments	( i 3)		i —
Benefit obligation at end of year	i 995		i 1,302
Fair value of plan assets at beginning of year	i 1,153		i 1,114
Actual return on plan assets	i 80		i 134
Employer contributions	i 13		i 13
Benefits paid	( i 95)		( i 108)
Fair value of plan assets at end of year	i 1,151		i 1,153
Net postretirement benefit liability/(asset) recognized at end of year	$	( i 156)	$	i 149

(a) Actuarial losses/(gains) were primarily due to a change in the discount rate assumption utilized in measuring plan obligations.

(b) Driven primarily by a plan amendment that changed the benefit structure for a subset of the retiree population.

We recognized the net postretirement benefit asset/(liability) on our consolidated balance sheets as follows (in millions):


	December 25, 2021		December 26, 2020
Other non-current assets	$	i 287	$	i 4
Other current liabilities	( i 8)		( i 8)
Accrued postemployment costs	( i 123)		( i 145)
Net postretirement benefit asset/(liability) recognized	$	i 156	$	( i 149)

For certain of our postretirement benefit plans that were underfunded based on accumulated postretirement benefit obligations in excess of plan assets, the accumulated benefit obligations and the fair value of plan assets were (in millions):


	December 25, 2021		December 26, 2020
Accumulated benefit obligation	$	i 131	$	i 153
Fair value of plan assets	i —		i —

We used the following weighted average assumptions to determine our postretirement benefit obligations:


	December 25, 2021		December 26, 2020
Discount rate	i 2.8	%	i 2.3	%
Health care cost trend rate assumed for next year	i 5.9	%	i 6.2	%
Ultimate trend rate	i 4.8	%	i 4.8	%

Discount rates for our plans were developed from a model portfolio of high-quality, fixed-income debt instruments with durations that match the expected future cash flows of the plans. Our expected health care cost trend rate is based on historical costs and our expectation for health care cost trend rates going forward.

The year that the health care cost trend rate reaches the ultimate trend rate varies by plan and ranges between i 2022 and i 2030 as of December 25, 2021. Assumed health care costs trend rates have a significant impact on the amounts reported for the postretirement benefit plans.

Components of Net Postretirement Cost/(Benefit):

Net postretirement cost/(benefit) consisted of the following (in millions):

Service cost

i 6

Interest cost

i 20

i 33

i 46

Expected return on plan assets

( i 49)

( i 53)

Amortization of prior service costs/(credits)

( i 8)

( i 122)

( i 306)

Amortization of unrecognized losses/(gains)

( i 16)

( i 14)

( i 8)

Curtailments

( i 4)

i —

( i 5)

Net postretirement cost/(benefit)

( i 51)

( i 146)

( i 320)

We present all non-service cost components of net postretirement cost/(benefit) within other expense/(income) on our consolidated statements of income. In 2021, we recognized a curtailment gain of $ i 4 million related to the Nuts Transaction. This gain is recorded in other expense/(income) as a component of our pre-tax loss/(gain) on sale of business on the consolidated statement of income for the year ended December 25, 2021.

The amortization of prior service credits was primarily driven by plan amendments in 2015 and 2016. We estimate that amortization of prior service credits will be insignificant in each of the next five years.

We used the following weighted average assumptions to determine our net postretirement benefit plans cost for the years ended:

Discount rate - Service cost

i 2.7

i 3.3

i 4.2

Discount rate - Interest cost

i 1.6

i 2.7

i 3.8

Expected rate of return on plan assets

i 4.4

i 4.7

i 5.4

Health care cost trend rate

i 5.9

i 6.2

i 6.5

Discount rates for our plans were developed from a model portfolio of high-quality, fixed-income debt instruments with durations that match the expected future cash flows of the plans. We determine our expected rate of return on plan assets from the plan assets' target asset allocation and estimates of future long-term returns by asset class. Our expected health care cost trend rate is based on historical costs and our expectation for health care cost trend rates going forward.

Plan Assets:

The underlying basis of the investment strategy of our U.S. postretirement plans is to ensure that funds are available to meet the plans’ benefit obligations when they are due by investing plan assets in a high-quality, diversified manner in order to maintain the security of the funds. The investment strategy expects equity investments to yield a higher return over the long term than fixed-income securities, while fixed-income securities are expected to provide certain matching characteristics to the plans’ benefit payment cash flow requirements.

Our weighted average asset allocations were:


	December 25, 2021		December 26, 2020
Fixed-income securities	i 61	%	i 62	%
Equity securities	i 36	%	i 34	%
Cash and cash equivalents	i 3	%	i 4	%

Our postretirement benefit plan investment strategy is subject to local regulations and the asset/liability profiles of the plans in each individual country. Our investment strategy is designed to align our postretirement benefit plan assets with our postretirement benefit obligation to reduce volatility. In aggregate, our long-term asset allocation targets are broadly characterized as a mix of approximately i 70% in fixed-income securities and approximately i 30% in return-seeking assets, primarily equity securities.

The fair value of postretirement benefit plan assets at December 25, 2021 was determined using the following fair value measurements (in millions):

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

i 112

i —

Corporate bonds and other fixed-income securities

i 590

i —

i 590

i —

Total fixed-income securities

i 702

i 112

i 590

i —

Equity securities

i 236

i —

Fair value excluding investments measured at net asset value

i 938

i 348

i 590

i —

Investments measured at net asset value

i 213

Total plan assets at fair value

i 1,151

The fair value of postretirement benefit plan assets at December 26, 2020 was determined using the following fair value measurements (in millions):

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

i 121

i —

Corporate bonds and other fixed-income securities

i 596

i —

i 596

i —

Total fixed-income securities

i 717

i 121

i 596

i —

Equity securities

i 218

i —

Fair value excluding investments measured at net asset value

i 935

i 339

i 596

i —

Investments measured at net asset value

i 218

Total plan assets at fair value

i 1,153

The following section describes the valuation methodologies used to measure the fair value of postretirement benefit plan assets, including an indication of the level in the fair value hierarchy in which each type of asset is generally classified.

Corporate Bonds and Other Fixed-Income Securities. These securities consist of publicly traded U.S. and non-U.S. fixed interest obligations (principally corporate bonds and tax-exempt municipal bonds). Such investments are valued through consultation and evaluation with brokers in the institutional market using quoted prices and other observable market data. As such, these securities are included in Level 2.

Investments Measured at Net Asset Value. This category consists of pooled funds and short-term investments.

The mutual fund investments are not traded on an exchange. The fair values of the mutual fund investments that are not traded on an exchange are based on their net asset values, as reported by the managers 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.

Employer Contributions:

In 2021, we contributed $ i 12 million to our postretirement benefit plans. We estimate that 2022 postretirement benefit plan contributions will be approximately $ i 13 million. Estimated future contributions take into consideration current economic conditions, which at this time are expected to have minimal impact on expected contributions for 2022. Our actual contributions and plans may change due to many factors, including changes in tax, employee benefit, or other laws and regulations, tax deductibility, significant differences between expected and actual postretirement plan asset performance or interest rates, or other factors.

Future Benefit Payments:

Our estimated future benefit payments for our postretirement plans at December 25, 2021 were (in millions):


2022	$	i 93
2023	i 89
2024	i 84
2025	i 80
2026	i 76
2027-2031	i 318

Other Plans

We sponsor and contribute to employee savings plans that cover eligible salaried, non-union, and union employees. Our contributions and costs are determined by the matching of employee contributions, as defined by the plans. Amounts charged to expense for defined contribution plans totaled $ i 103 million in 2021, $ i 91 million in 2020, and $ i 88 million in 2019.

Accumulated Other Comprehensive Income/(Losses)

Our accumulated other comprehensive income/(losses) pension and postretirement benefit plans balances, before tax, consisted of the following (in millions):

Pension Benefits

Postretirement Benefits

Total

Net actuarial gain/(loss)

i 28

( i 3)

i 475

i 224

i 503

i 221

Prior service credit/(cost)

( i 14)

i 23

i 31

i 9

i 17

i 14

( i 17)

i 498

i 255

i 512

i 238

The net postemployment benefits recognized in other comprehensive income/(loss), consisted of the following (in millions):

Net postemployment benefit gains/(losses) arising during the period:

Net actuarial gains/(losses) arising during the period - Pension Benefits

i 39

( i 55)

( i 103)

Net actuarial gains/(losses) arising during the period - Postretirement Benefits

i 267

i 29

i 41

Prior service credits/(costs) arising during the period - Postretirement Benefits

i —

i 1

i 306

( i 26)

( i 61)

Tax benefit/(expense)

( i 77)

i 4

( i 5)

i 229

( i 22)

( i 66)

Reclassification of net postemployment benefit losses/(gains) to net income/(loss):

Amortization of unrecognized losses/(gains) - Pension Benefits

i 3

i 2

i 1

Amortization of unrecognized losses/(gains) - Postretirement Benefits

( i 16)

( i 14)

( i 8)

Amortization of prior service costs/(credits) - Postretirement Benefits

( i 8)

( i 122)

( i 306)

Net settlement and curtailment losses/(gains) - Pension Benefits

( i 11)

( i 24)

i 1

Net settlement and curtailment losses/(gains) - Postretirement Benefits

i —

( i 1)

Other losses/(gains) on postemployment benefits

i —

i 1

( i 32)

( i 158)

( i 312)

Tax (benefit)/expense

i 6

i 40

i 78

( i 26)

( i 118)

( i 234)

Note 13. i Financial Instruments

We maintain a policy of requiring that all significant, non-exchange traded derivative contracts be governed by an International Swaps and Derivatives Association master agreement, and these master agreements and their schedules contain certain obligations regarding the delivery of certain financial information upon demand.

Derivative Volume:

The notional values of our outstanding derivative instruments were (in millions):


	Notional Amount
	December 25, 2021		December 26, 2020
Commodity contracts	$	i 592	$	i 384
Foreign exchange contracts	i 3,359		i 3,658
Cross-currency contracts	i 7,239		i 8,189

Fair Value of Derivative Instruments:

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. i The fair values and the levels within the fair value hierarchy of derivative instruments recorded on the consolidated balance sheets were (in millions):

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)

i —

i 24

i 19

i 24

i 19

Cross-currency contracts(b)

i —

i 247

i 212

i 247

i 212

Derivatives not designated as hedging instruments:

Commodity contracts(c)

i 41

i 17

i 2

i 5

i 43

i 22

Foreign exchange contracts(a)

i —

i 15

i 18

i 15

i 18

Total fair value

i 41

i 17

i 288

i 254

i 329

i 271

(a) At December 25, 2021, the fair value of our derivative assets was recorded in other current assets ($ i 31 million) and other non-current assets ($ i 8 million), and the fair value of our derivative liabilities was recorded in other current liabilities ($ i 33 million) and other non-current liabilities ($ i 4 million).

(b) At December 25, 2021, the fair value of our derivative assets was recorded in other current assets ($ i 74 million) and other non-current assets ($ i 173 million), and the fair value of our derivative liabilities was recorded in other current liabilities ($ i 42 million) and other non-current liabilities ($ i 170 million).

(c) At December 25, 2021, 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.

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)

i —

i 9

i 46

i 9

i 46

Cross-currency contracts(b)

i —

i 298

i 333

i 298

i 333

Derivatives not designated as hedging instruments:

Commodity contracts(c)

i 50

i 14

i 3

i 1

i 53

i 15

Foreign exchange contracts(a)

i —

i 20

i 9

i 20

i 9

Total fair value

i 50

i 14

i 330

i 389

i 380

i 403

(a) At December 26, 2020, the fair value of our derivative assets was recorded in other current assets ($ i 28 million) and other non-current assets ($ i 1 million), and the fair value of our derivative liabilities was recorded in other current liabilities ($ i 50 million) and other non-current liabilities ($ i 5 million).

(b) At December 26, 2020, 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 current liabilities ($ i 41 million) and other non-current liabilities ($ i 292 million).

(c) At December 26, 2020, 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.

Our derivative financial instruments are subject to master netting arrangements that allow for the offset of assets and liabilities in the event of default or early termination of the contract. We elect to record the gross assets and liabilities of our derivative financial instruments on the consolidated balance sheets. If the derivative financial instruments had been netted on the consolidated balance sheets, the asset and liability positions each would have been reduced by $ i i 155 / million at December 25, 2021 and $ i i 315 / million at December 26, 2020. We had collected collateral related to commodity derivative margin requirements of $ i 12 million at December 25, 2021 and $ i 25 million at December 26, 2020, which were included in other current liabilities on our consolidated balance sheets.

Level 1 financial assets and liabilities consist of commodity future and options contracts and are valued using quoted prices in active markets for identical assets and liabilities.

Level 2 financial assets and liabilities consist of commodity swaps, foreign exchange forwards, options, and swaps, and cross-currency swaps. Commodity swaps are valued using an income approach based on the observable market commodity index prices less the contract rate multiplied by the notional amount. Foreign exchange forwards and swaps are valued using an income approach based on observable market forward rates less the contract rate multiplied by the notional amount. Foreign exchange options are valued using an income approach based on a Black-Scholes-Merton formula. This formula uses present value techniques and reflects the time value and intrinsic value based on observable market rates. Cross-currency swaps are valued based on observable market spot and swap rates.

We did not have any Level 3 financial assets or liabilities in any period presented.

Our calculation of the fair value of financial instruments takes into consideration the risk of nonperformance, including counterparty credit risk.

Net Investment Hedging:

At December 25, 2021, we had the following items designated as net investment hedges:

•Non-derivative foreign denominated debt with principal amounts of € i 650 million and £ i 400 million;

•Cross-currency contracts with notional amounts of £ i 677 million ($ i 900 million), C$ i 1.4 billion ($ i 1.1 billion), € i 1.9 billion ($ i 2.1 billion), and ¥ i 9.6 billion ($ i 85 million); and

•Foreign exchange contracts denominated in Chinese renminbi with an aggregate notional amount of $ i 119 million.

We periodically use non-derivative instruments such as non-U.S. dollar financing transactions or non-U.S. dollar assets or liabilities, including intercompany loans, to hedge the exposure of changes in underlying foreign currency denominated subsidiary net assets, and they are designated as net investment hedges. At December 25, 2021, we had Chinese renminbi intercompany loans with an aggregate notional amount of $ i 418 million designated as net investment hedges.

The component of the gains and losses on our net investment in these designated foreign operations, driven by changes in foreign exchange rates, are economically offset by fair value movements on the effective portion of our cross-currency contracts and foreign exchange contracts and remeasurements of our foreign denominated debt.

Interest Rate Hedging:

From time to time we have had derivatives designated as interest rate hedges, including interest rate swaps. We no longer have any outstanding interest rate swaps. We continue to amortize the realized hedge losses that were deferred into accumulated other comprehensive income/(losses) into interest expense through the original maturity of the related long-term debt instruments.

Cash Flow Hedge Coverage:

At December 25, 2021, we had entered into foreign exchange contracts designated as cash flow hedges for periods not exceeding the next i two years and into cross-currency contracts designated as cash flow hedges for periods not exceeding the next i seven years.

Deferred Hedging Gains and Losses on Cash Flow Hedges:

Based on our valuation at December 25, 2021 and assuming market rates remain constant through contract maturities, we expect transfers to net income/(loss) of unrealized losses on foreign currency cash flow hedges and interest rate cash flow hedges during the next 12 months to each be insignificant. Additionally, we expect transfers to net income/(loss) of unrealized gains on cross-currency cash flow hedges during the next 12 months to be insignificant.

Concentration of Credit Risk:

Counterparties to our foreign exchange derivatives consist of major international financial institutions. We continually monitor our positions and the credit ratings of the counterparties involved and, by policy, limit the amount of our credit exposure to any one party. While we may be exposed to potential losses due to the credit risk of non-performance by these counterparties, losses are not anticipated. We closely monitor the credit risk associated with our counterparties and customers and to date have not experienced material losses.

Economic Hedging:

We enter into certain derivative contracts not designated as hedging instruments in accordance with our risk management strategy, which have an economic impact of largely mitigating commodity price risk and foreign currency exposures. Gains and losses are recorded in net income/(loss) as a component of cost of products sold for our commodity contracts and other expense/(income) for our cross currency and foreign exchange contracts.

Divestiture Hedging:

We entered into foreign exchange derivative contracts to economically hedge the foreign currency exposure related to the Heinz India Transaction. These derivative contracts settled in the first quarter of 2019 resulting in a gain of $ i 5 million, including a gain of $ i 6 million recorded within other expense/(income) and a loss of $ i 1 million recorded within interest expense. These losses are classified as other losses/(gains) related to acquisitions and divestitures. Additionally, we entered into foreign exchange contracts which were designated as net investment hedges related to our investment in Heinz India. In 2019, these net investment hedges settled at a loss of $ i 6 million. This loss was subsequently reclassified from accumulated other comprehensive income/(losses) to other expense/(income) in our condensed consolidated statement of income in the first quarter of 2019 when the Heinz India Transaction closed. These losses are classified as losses/(gains) on the sale of a business. See Note 4, Acquisitions and Divestitures, for additional information related to the Heinz India Transaction.

Derivative Impact on the Statements of Comprehensive Income:

The following table presents the pre-tax amounts of derivative gains/(losses) deferred into accumulated other comprehensive income/(losses) and the income statement line item that will be affected when reclassified to net income/(loss) (in millions):

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)

Cash flow hedges:

Foreign exchange contracts

( i 1)

i 1

i —

Net sales

Foreign exchange contracts

( i 11)

( i 2)

( i 36)

Cost of products sold

Foreign exchange contracts (excluded component)

i —

( i 2)

i 2

Cost of products sold

Foreign exchange contracts

i 1

i —

SG&A

Foreign exchange contracts

i —

( i 23)

Other expense/(income)

Cross-currency contracts

( i 119)

i 221

i 43

Other expense/(income)

Cross-currency contracts (excluded component)

i 28

i 26

i 28

Other expense/(income)

Cross-currency contracts

( i 22)

( i 11)

i —

Interest expense

Net investment hedges:

Foreign exchange contracts

i 1

i 13

Other expense/(income)

Foreign exchange contracts (excluded component)

i 2

( i 2)

( i 1)

Interest expense

Cross-currency contracts

i 144

( i 370)

( i 67)

Other expense/(income)

Cross-currency contracts (excluded component)

i 44

i 30

Interest expense

Total gains/(losses) recognized in statements of comprehensive income

i 67

( i 108)

( i 11)

Derivative Impact on the Statements of Income:

The following tables present the pre-tax amounts of derivative gains/(losses) reclassified from accumulated other comprehensive income/(losses) to net income/(loss) and the affected income statement line items (in millions):

Net sales

Cost of products sold

SG&A

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

i 26,042

i 17,360

i 5,222

i 2,047

( i 295)

i 17,008

i 1,394

( i 296)

Gains/(losses) related to derivatives designated as hedging instruments:

Cash flow hedges:

Foreign exchange contracts

( i 1)

( i 46)

( i 1)

i —

i 19

i —

Foreign exchange contracts (excluded component)

i —

( i 3)

i —

Interest rate contracts

i —

( i 2)

i —

Cross-currency contracts

i —

( i 23)

( i 91)

i —

( i 11)

i 143

Cross-currency contracts (excluded component)

i —

i 27

i —

i 26

Net investment hedges:

Foreign exchange contracts

i —

Foreign exchange contracts (excluded component)

i —

i 2

i —

( i 2)

i —

Cross-currency contracts (excluded component)

i —

i 36

i —

i 25

i —

Gains/(losses) related to derivatives not designated as hedging instruments:

Commodity contracts

i —

i 158

i —

( i 69)

i —

Foreign exchange contracts

i —

( i 31)

i —

( i 15)

Cross-currency contracts

i —

i 9

i —

Total gains/(losses) recognized in statements of income

( i 1)

i 109

( i 1)

i 15

( i 86)

( i 50)

i 10

i 154

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

i 16,830

i 1,361

( i 952)

Gains/(losses) related to derivatives designated as hedging instruments:

Cash flow hedges:

Foreign exchange contracts

i 23

i —

( i 22)

Foreign exchange contracts (excluded component)

i —

Interest rate contracts

i —

( i 4)

i —

Cross-currency contracts

i —

i 23

Cross-currency contracts (excluded component)

i —

i 28

Net investment hedges:

Foreign exchange contracts

i —

( i 6)

Foreign exchange contracts (excluded component)

i —

( i 1)

i —

Cross-currency contracts (excluded component)

i —

i 30

i —

Gains/(losses) related to derivatives not designated as hedging instruments:

Commodity contracts

i 43

i —

Foreign exchange contracts

i —

( i 1)

Cross-currency contracts

i —

i 11

Total gains/(losses) recognized in statements of income

i 66

i 25

i 33

Non-Derivative Impact on Statements of Comprehensive Income:

Related to our non-derivative foreign-denominated debt instruments designated as net investment hedges, we recognized pre-tax gains of $ i 75 million in 2021, pre-tax losses of $ i 57 million in 2020, and pre-tax gains of $ i 52 million in 2019. These amounts were recognized in other comprehensive income/(loss).

Note 14. i Accumulated Other Comprehensive Income/(Losses)

The components of, and changes in, accumulated other comprehensive income/(losses), net of tax, were as follows (in millions):

Foreign Currency Translation Adjustments

Net Postemployment Benefit Plan Adjustments

Net Cash Flow Hedge Adjustments

Total

Balance as of December 29, 2018

( i 2,476)

i 492

i 41

( i 1,943)

Foreign currency translation adjustments

i 239

—

i 239

Net deferred gains/(losses) on net investment hedges

i 1

—

i 1

Amounts excluded from the effectiveness assessment of net investment hedges

i 22

—

i 22

Net deferred losses/(gains) on net investment hedges reclassified to net income/(loss)

( i 16)

—

( i 16)

Net deferred gains/(losses) on cash flow hedges

—

( i 10)

Amounts excluded from the effectiveness assessment of cash flow hedges

—

i 29

Net deferred losses/(gains) on cash flow hedges reclassified to net income/(loss)

—

( i 41)

Net actuarial gains/(losses) arising during the period

—

( i 70)

—

( i 70)

Prior service credits/(costs) arising during the period

—

i 1

—

i 1

Net postemployment benefit losses/(gains) reclassified to net income/(loss)

—

( i 234)

—

( i 234)

Cumulative effect of accounting standards adopted in the period(a)

—

i 114

i 22

i 136

Total other comprehensive income/(loss)

i 246

( i 189)

i —

i 57

Balance at December 28, 2019

( i 2,230)

i 303

i 41

( i 1,886)

Foreign currency translation adjustments

i 324

—

i 324

Net deferred gains/(losses) on net investment hedges

( i 321)

—

( i 321)

Amounts excluded from the effectiveness assessment of net investment hedges

i 26

—

i 26

Net deferred losses/(gains) on net investment hedges reclassified to net income/(loss)

( i 17)

—

( i 17)

Net deferred gains/(losses) on cash flow hedges

—

i 144

Amounts excluded from the effectiveness assessment of cash flow hedges

—

i 24

Net deferred losses/(gains) on cash flow hedges reclassified to net income/(loss)

—

( i 116)

Net actuarial gains/(losses) arising during the period

—

( i 27)

—

( i 27)

Net postemployment benefit losses/(gains) reclassified to net income/(loss)

—

( i 118)

—

( i 118)

Total other comprehensive income/(loss)

i 12

( i 145)

i 52

( i 81)

Balance at December 26, 2020

( i 2,218)

i 158

i 93

( i 1,967)

Foreign currency translation adjustments

( i 242)

—

( i 242)

Net deferred gains/(losses) on net investment hedges

i 169

—

i 169

Amounts excluded from the effectiveness assessment of net investment hedges

i 35

—

i 35

Net deferred losses/(gains) on net investment hedges reclassified to net income/(loss)

( i 29)

—

( i 29)

Net deferred gains/(losses) on cash flow hedges

—

( i 91)

Amounts excluded from the effectiveness assessment of cash flow hedges

—

i 27

Net deferred losses/(gains) on cash flow hedges reclassified to net income/(loss)

—

i 68

Net actuarial gains/(losses) arising during the period

—

i 232

—

i 232

Net postemployment benefit losses/(gains) reclassified to net income/(loss)

—

( i 26)

—

( i 26)

Total other comprehensive income/(loss)

( i 67)

i 206

i 4

i 143

Balance at December 25, 2021

( i 2,285)

i 364

i 97

( i 1,824)

(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, in our Annual Report on Form 10-K for the year ended December 28, 2019 for additional information.

The gross amount and related tax benefit/(expense) recorded in, and associated with, each component of other comprehensive income/(loss) were as follows (in millions):

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

( i 242)

i —

( i 242)

i 324

i —

i 324

i 239

i —

i 239

Net deferred gains/(losses) on net investment hedges

i 220

( i 51)

i 169

( i 426)

i 105

( i 321)

( i 2)

i 3

i 1

Amounts excluded from the effectiveness assessment of net investment hedges

i 46

( i 11)

i 35

i 28

( i 2)

i 26

i 29

( i 7)

i 22

Net deferred losses/(gains) on net investment hedges reclassified to net income/(loss)

( i 38)

i 9

( i 29)

( i 23)

i 6

( i 17)

( i 23)

i 7

( i 16)

Net deferred gains/(losses) on cash flow hedges

( i 152)

i 61

( i 91)

i 209

( i 65)

i 144

( i 16)

i 6

( i 10)

Amounts excluded from the effectiveness assessment of cash flow hedges

i 28

( i 1)

i 27

i 24

i —

i 24

i 30

( i 1)

i 29

Net deferred losses/(gains) on cash flow hedges reclassified to net income/(loss)

i 138

( i 70)

i 68

( i 175)

i 59

( i 116)

( i 48)

i 7

( i 41)

Net actuarial gains/(losses) arising during the period

i 308

( i 76)

i 232

( i 30)

i 3

( i 27)

( i 65)

( i 5)

( i 70)

Prior service credits/(costs) arising during the period

i —

i 1

i —

i 1

Net postemployment benefit losses/(gains) reclassified to net income/(loss)

( i 32)

i 6

( i 26)

( i 158)

i 40

( i 118)

( i 312)

i 78

( i 234)

The amounts reclassified from accumulated other comprehensive income/(losses) were as follows (in millions):

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

Losses/(gains) on net investment hedges:

Foreign exchange contracts(a)

i —

i 6

Other expense/(income)

Foreign exchange contracts(b)

( i 2)

i 2

i 1

Interest expense

Cross-currency contracts(b)

( i 36)

( i 25)

( i 30)

Interest expense

Losses/(gains) on cash flow hedges:

Foreign exchange contracts(c)

i 1

i —

Net sales

Foreign exchange contracts(c)

i 49

( i 19)

( i 23)

Cost of products sold

Foreign exchange contracts(c)

i 1

i —

SG&A

Foreign exchange contracts(c)

i —

i 22

Other expense/(income)

Cross-currency contracts(c)

i 64

( i 169)

( i 51)

Other expense/(income)

Cross-currency contracts(c)

i 22

i 11

i —

Interest expense

Interest rate contracts(d)

i 1

i 2

i 4

Interest expense

Losses/(gains) on hedges before income taxes

i 100

( i 198)

( i 71)

Losses/(gains) on hedges, income taxes

( i 61)

i 65

i 14

Losses/(gains) on hedges

i 39

( i 133)

( i 57)

Losses/(gains) on postemployment benefits:

Amortization of unrecognized losses/(gains)(e)

( i 13)

( i 12)

( i 7)

Amortization of prior service costs/(credits)(e)

( i 8)

( i 122)

( i 306)

Settlement and curtailment losses/(gains)(e)

( i 11)

( i 24)

i —

Other losses/(gains) on postemployment benefits

i —

i 1

Losses/(gains) on postemployment benefits before income taxes

( i 32)

( i 158)

( i 312)

Losses/(gains) on postemployment benefits, income taxes

i 6

i 40

i 78

Losses/(gains) on postemployment benefits

( i 26)

( i 118)

( i 234)

(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).

(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.

In this note we have excluded activity and balances related to noncontrolling interest due to their insignificance. This activity was primarily related to foreign currency translation adjustments.

Note 15. i Financing Arrangements

We enter into various product financing arrangements to facilitate supply from our vendors. Balance sheet classification is based on the nature of the arrangements. We have concluded that our obligations to our suppliers, including amounts due and scheduled payment terms, are impacted by their participation in the program and therefore we classify amounts outstanding within other current liabilities on our consolidated balance sheets. We had approximately $ i 215 million at December 25, 2021 and approximately $ i 236 million at December 26, 2020 on our consolidated balance sheets related to these arrangements.

Transfers of Financial Assets:

Since 2020, we have had a nonrecourse accounts receivable factoring program whereby certain eligible receivables are sold to third party financial institutions in exchange for cash. The program provides us with an additional means for managing liquidity. Under the terms of the arrangement, we act as the collecting agent on behalf of the financial institutions to collect amounts due from customers for the receivables sold. We account for the transfer of receivables as a true sale at the point control is transferred through derecognition of the receivable on our consolidated balance sheet. Receivables sold under this accounts receivable factoring program were approximately $ i 50 million during 2020. No receivables were sold under this accounts receivable factoring program during 2021, and there were no amounts outstanding as of December 25, 2021 or December 26, 2020. The incremental costs of factoring receivables under this arrangement were insignificant for the year ended December 26, 2020. The proceeds from the sales of receivables are included in cash from operating activities in the consolidated statement of cash flows.

Note 16. i Commitments and Contingencies

Legal Proceedings

We are involved in legal proceedings, claims, and governmental inquiries, inspections, or investigations (“Legal Matters”) arising in the ordinary course of our business. While we cannot predict with certainty the results of Legal Matters in which we are currently involved or may in the future be involved, we do not expect that the ultimate costs to resolve the Legal Matters that are currently pending will have a material adverse effect on our financial condition, results of operations, or cash flows.

Class Actions and Stockholder Derivative Actions:

The Kraft Heinz Company and certain of our current and former officers and directors are currently defendants in a consolidated securities class action lawsuit pending in the United States District Court for the Northern District of Illinois, Union Asset Management Holding AG, et al. v. The Kraft Heinz Company, et al. The consolidated amended class action complaint, which was filed on August 14, 2020 and also names 3G Capital, Inc. and several of its subsidiaries and affiliates (“3G Entities”) as defendants, asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 promulgated thereunder, based on allegedly materially false or misleading statements and omissions in public statements, press releases, investor presentations, earnings calls, Company documents, and Securities and Exchange Commission (“SEC”) filings regarding the Company’s business, financial results, and internal controls, and further alleges the 3G Entities engaged in insider trading and misappropriated the Company’s material, non-public information. The plaintiffs seek damages in an unspecified amount, attorneys’ fees, and other relief. The Company filed a motion to dismiss the consolidated amended class action complaint, which motion the court denied in an order dated August 11, 2021.

In addition, our Employee Benefits Administration Board and certain of The Kraft Heinz Company’s current and former officers and employees are currently defendants in an Employee Retirement Income Security Act (“ERISA”) class action lawsuit, Osborne v. Employee Benefits Administration Board of Kraft Heinz, et al., which is pending in the United States District Court for the Northern District of Illinois. Plaintiffs in the lawsuit purport to represent a class of current and former employees who were participants in and beneficiaries of various retirement plans which were co-invested in a commingled investment fund known as the Kraft Foods Savings Plan Master Trust (the “Master Trust”) during the period of May 4, 2017 through February 21, 2019. An amended complaint was filed on June 28, 2019. The amended complaint alleges violations of Section 502 of ERISA based on alleged breaches of obligations as fiduciaries subject to ERISA by allowing the Master Trust to continue investing in our common stock, and alleges additional breaches of fiduciary duties by current and former officers for their purported failure to monitor Master Trust fiduciaries. The plaintiffs seek damages in an unspecified amount, attorneys’ fees, and other relief. The Company filed a motion to dismiss the amended complaint, which motion the court granted in an order dated August 23, 2021, before entering judgment in favor of the Company on September 14, 2021. The plaintiffs filed a notice of appeal on October 13, 2021. The parties subsequently filed a stipulation of voluntary dismissal with prejudice on December 7, 2021, and the appellate court dismissed the appeal with prejudice on that same date.

Certain of The Kraft Heinz Company’s current and former officers and directors and the 3G Entities are also named as defendants in a stockholder derivative action, In re Kraft Heinz Shareholder Derivative Litigation, which had been previously consolidated in the United States District Court for the Western District of Pennsylvania, and is now pending in the United States District Court for the Northern District of Illinois. The court appointed lead plaintiffs and plaintiffs’ counsel on October 21, 2021, and lead plaintiffs filed a consolidated amended complaint on November 22, 2021. The consolidated amended complaint asserts state law claims for alleged breaches of fiduciary duties and unjust enrichment, as well as federal claims for contribution for alleged violations of Sections 10(b) and 21D of the Exchange Act and Rule 10b-5 promulgated thereunder, based on allegedly materially false or misleading statements and omissions in public statements and SEC filings, and for implementing cost cutting measures that allegedly damaged the Company. The plaintiffs seek damages in an unspecified amount, attorneys’ fees, and other relief.

Certain of The Kraft Heinz Company’s current and former officers and directors and the 3G Entities are also named as defendants in a consolidated stockholder derivative action, In re Kraft Heinz Company Derivative Litigation, which was filed in the Delaware Court of Chancery. The consolidated amended complaint, which was filed on April 27, 2020, alleges state law claims, contending that the 3G Entities were controlling stockholders who owed fiduciary duties to the Company, and that they breached those duties by allegedly engaging in insider trading and misappropriating the Company’s material, non-public information. The complaint further alleges that certain of The Kraft Heinz Company’s current and former officers and directors breached their fiduciary duties to the Company by purportedly making materially misleading statements and omissions regarding the Company’s financial performance and the impairment of its goodwill and intangible assets, and by supposedly approving or allowing the 3G Entities’ alleged insider trading. The complaint seeks relief against the defendants in the form of damages, disgorgement of all profits obtained from the alleged insider trading, contribution and indemnification, and an award of attorneys’ fees and costs. The defendants filed a motion to dismiss the consolidated amended complaint, which motion the court granted in an order dated December 15, 2021. The plaintiffs filed a notice of appeal on January 13, 2022.

We intend to vigorously defend against these lawsuits; however, we cannot reasonably estimate the potential range of loss, if any, due to the early stage of these proceedings.

United States Government Investigations:

On September 3, 2021, The Kraft Heinz Company reached a settlement with the SEC, concluding and resolving in its entirety the previously disclosed SEC investigation. Under the terms of the settlement, we, without admitting or denying the findings in the administrative order issued by the SEC, agreed to pay a civil penalty of $ i 62 million and to cease and desist from violations of specified provisions of the federal securities laws and rules promulgated thereunder. We recorded an accrual for the full amount of the penalty in the second quarter of 2021, which was reflected in other current liabilities in our condensed consolidated balance sheet at June 26, 2021 and in SG&A in our condensed consolidated statements of income, and paid the penalty in the third quarter of 2021. As previously disclosed, the United States Attorney’s Office for the Northern District of Illinois (“USAO”) had been reviewing the matter. We have not received any contact from the USAO within the past two years.

Other Commitments and Contingencies

Purchase Obligations:

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.

As of December 25, 2021, our take-or-pay purchase obligations were as follows (in millions):


2022	$	i 541
2023	i 457
2024	i 315
2025	i 221
2026	i 180
Thereafter	i 282
Total	$	i 1,996

Redeemable Noncontrolling Interest:

In 2016, we entered into a joint venture with a minority partner to manufacture, package, market, and distribute food products. We controlled the operations and included this business in our consolidated results. Our minority partner had put options that, if it chose to exercise, would require us to purchase portions of its equity interest at a future date. The minority partner’s put options were reflected on our consolidated balance sheets as a redeemable noncontrolling interest. We previously accreted the redeemable noncontrolling interest to its estimated redemption value over the term of the put options. During 2020, we issued a notice of termination to our minority partner, indicating our intent to dissolve and liquidate the joint venture as provided for within our agreement. The joint venture was dissolved in December 2020. As a result of this dissolution, we recognized a pre-tax loss of approximately $ i 26 million in other expense/(income) for the year ended December 26, 2020.

Note 17. i Debt

We may from time to time seek to retire or purchase our outstanding debt through redemptions, tender offers, cash purchases, prepayments, refinancing, exchange offers, open market or privately negotiated transactions, Rule 10b5-1 plans, or otherwise. Cash payments related to debt extinguishment are classified as cash outflows from financing activities on the consolidated statements of cash flows. Any gains or losses on extinguishment of debt are recognized in interest expense on the consolidated statements of income.

100

Borrowing Arrangements:

On July 6, 2015, together with Kraft Heinz Foods Company (“KHFC”), our 100% owned operating subsidiary, we entered into a credit agreement (as amended, the “Credit Agreement”), which provided an initial senior unsecured revolving commitment in the aggregate amount of $ i 4.0 billion (as amended, the “Senior Credit Facility”). In June 2018, we entered into an agreement effective on July 6, 2018 to extend the maturity date of our Senior Credit Facility from July 6, 2021 to July 6, 2023 and to provide a $ i 400 million euro equivalent swing line facility, which is available under the initial revolving commitment of $ i 4.0 billion, for short-term loans denominated in euros on a same-day basis. In March 2020, we entered into an extension letter agreement (the “2020 Extension Agreement”), which extends the maturity date of $ i 3.9 billion under the Senior Credit Facility from July 6, 2023 to July 6, 2024. The revolving commitments of each lender that did not agree to the 2020 Extension Agreement continue to terminate on July 6, 2023. On October 9, 2020, we entered into a commitment increase amendment (the “Amendment”) to the Credit Agreement, which provides for incremental revolving commitments by i two additional lenders in the amount of $ i i 50 / million each, or $ i 100 million in aggregate. Following the execution of the Amendment, the Senior Credit Facility provides for a revolving commitment of $ i 4.1 billion through July 6, 2023 and $ i 4.0 billion through July 6, 2024. On April 9, 2021, we entered into another extension letter agreement (the “2021 Extension Agreement”), which extends the maturity date of $ i 4.0 billion under the Senior Credit Facility from July 6, 2024 to July 6, 2025.

In the first quarter of 2020, as a precautionary measure to preserve financial flexibility in light of the uncertainty in the global economy resulting from the COVID-19 pandemic, we borrowed $ i 4.0 billion under our Senior Credit Facility. We repaid the full $ i 4.0 billion during the second quarter of 2020. i i i i No / / / amounts were drawn on our Senior Credit Facility at December 25, 2021, at December 26, 2020, or during the years ended December 25, 2021 and December 28, 2019.

The Credit Agreement includes a $ i 1.0 billion sub-limit for borrowings in alternative currencies (i.e., euro, British pound sterling, Canadian dollars, or other lawful currencies readily available and freely transferable and convertible into U.S. dollars), as well as a letter of credit sub-facility of up to $ i 300 million. Subject to certain conditions, we may increase the amount of revolving commitments and/or add tranches of term loans in a combined aggregate amount of up to $ i 900 million.

Any committed borrowings under the Senior Credit Facility bear interest at a variable annual rate based on LIBOR/EURIBOR/CDOR loans or an alternate base rate/Canadian prime rate, in each case subject to an applicable margin based upon the long-term senior unsecured, non-credit enhanced debt rating assigned to us. The borrowings under the Senior Credit Facility have interest rates based on, at our election, base rate, LIBOR, EURIBOR, CDOR, or Canadian prime rate plus a spread ranging from i 87.5 to i 175 basis points for LIBOR, EURIBOR, and CDOR loans, and i 0 to i 75 basis points for base rate or Canadian prime rate loans.

The Senior Credit Facility contains representations, warranties, and covenants that are typical for these types of facilities and could, upon the occurrence of certain events of default, restrict our ability to access our Senior Credit Facility. The Credit Agreement requires us to maintain a minimum shareholders’ equity (excluding accumulated other comprehensive income/(losses)) of at least $ i 35 billion. We were in compliance with this covenant as of December 25, 2021.

The obligations under the Credit Agreement are guaranteed by KHFC and The Kraft Heinz Company in the case of indebtedness and other liabilities of any subsidiary borrower.

In March 2020, together with KHFC, we entered into an uncommitted revolving credit line agreement, which provides for borrowings up to $ i 300 million. Each borrowing under this uncommitted revolving credit line agreement is due within six months of the disbursement date. In March 2021, we amended the uncommitted revolving credit line agreement to extend the final maturity date of the agreement from June 9, 2021 to June 9, 2022. As of December 25, 2021, i i no / amounts had been drawn on this facility.

We have historically obtained funding through our U.S. and European commercial paper programs. We had i i i no / / commercial paper outstanding at December 25, 2021, at December 26, 2020, or during the years ended December 25, 2021 or December 26, 2020.

101

Long-Term Debt:

The following table summarizes our long-term debt obligations.

Priority (a)

Maturity Dates

Interest Rates (b)

Carrying Values

(in millions)

U.S. dollar notes(c)

Senior Notes

2022–2050

i 0.776%– i 7.125%

i 18,049

i 24,251

Euro notes(c)

Senior Notes

2023–2028

i 1.500%– i 2.250%

i 2,877

i 3,100

British pound sterling notes:

2030 Notes(d)

Senior Notes

February 18, 2030

i 6.250%

i 172

i 175

Other British pound sterling notes(c)

Senior Notes

July 1, 2027

i 4.125%

i 533

i 539

Other long-term debt

Various

2022–2035

i 0.500%– i 13.350%

i 42

i 41

Finance lease obligations

i 128

i 194

Total long-term debt

i 21,801

i 28,300

Current portion of long-term debt

i 740

i 230

Long-term debt, excluding current portion

i 21,061

i 28,070

(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 25, 2021.

(d) The i 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. The 2030 Notes now rank pari passu in right of payment with all of our existing and future senior obligations. Kraft Heinz became guarantor of the 2030 Notes in connection with the 2015 Merger. The 2030 Notes were previously only guaranteed by KHFC.

Our long-term debt contains customary representations, covenants, and events of default. We were in compliance with all such covenants at December 25, 2021.

At December 26, 2020, our long-term debt excluded amounts classified as held for sale. See Note 4, Acquisitions and Divestitures, for additional information.

Long-term Debt Transactions:

i The table below summarizes our aggregate principal amount of long-term debt outstanding, excluding financing leases, before and after our current year debt transactions, specifically tender offers, debt redemptions, open-market debt repurchases, and debt repayments (in millions):

102

Aggregate Principal Amount Outstanding as of December 26, 2020

Tender Offers

Open Market Debt Repurchases

Debt Redemptions

Debt Repayments

Aggregate Principal Amount Outstanding as of December 25, 2021

i 3.500% senior notes due June 2022(c)

i 631

i 250

i —

i 381

i 4.000% senior notes due June 2023(e)

i 447

i —

i 447

i —

i 3.950% senior notes due July 2025(a)(g)

i 1,609

i 812

i —

i 797

i —

i 3.000% senior notes due June 2026(a)(d)

i 2,000

i 88

i 36

i —

i 1,876

i 6.375% senior notes due July 2028(b)

i 235

i 17

i —

i 218

i 4.625% senior notes due January 2029(b)(c)(d)(f)(h)

i 1,100

i 701

i 30

i —

i 369

i 3.750% senior notes due April 2030(b)(d)

i 1,000

i 254

i 3

i —

i 743

i 4.250% senior notes due March 2031(c)

i 1,350

i 966

i —

i 384

i 6.750% senior notes due March 2032(b)(c)

i 437

i 132

i —

i 305

i 5.000% senior notes due July 2035(b)(c)(d)(f)(h)

i 1,000

i 285

i 29

i —

i 686

i 6.875% senior notes due January 2039(b)(d)(f)(h)

i 878

i 29

i 38

i —

i 811

i 7.125% senior notes due August 2039(b)(d)(h)

i 931

i 51

i 21

i —

i 859

i 4.625% senior notes due October 2039(b)(f)(h)

i 500

i 101

i 1

i —

i 398

i 6.500% senior notes due February 2040(b)(d)(f)(h)

i 788

i 39

i 43

i —

i 706

i 5.000% senior notes due June 2042(b)(d)(f)(h)

i 2,000

i 334

i 134

i —

i 1,532

i 5.200% senior notes due July 2045(d)(f)(h)

i 2,000

i —

i 189

i —

i 1,811

i 4.375% senior notes due June 2046(d)(f)(h)

i 3,000

i —

i 214

i —

i 2,786

Floating rate senior notes due February 2021(i)

i 111

i —

i 111

i —

i 3.125% senior notes due September 2021(i)

i 34

i —

i 34

i —

Other long-term debt(j)

i 7,842

i —

i 7,606

Total

i 27,893

i 4,059

i 738

i 1,244

i 145

i 21,471

(a) Included in the Q1 2021 Tender Offer (defined below).

(b) Included in the Q2 2021 Tender Offers (defined below).

(d) Included in the Q2 2021 Repurchases (defined below).

(e) Included in the Q2 2021 Debt Redemption (defined below).

(f) Included in the Q3 2021 Repurchases (defined below).

(g) Included in the Q3 2021 Debt Redemption (defined below).

(h) Included in the Q4 2021 Repurchases (defined below).

(i) Repaid at maturity.

(j) Represents the aggregate principal amount of all of our long-term debt obligations, excluding finance leases, that were not impacted by current year debt transactions. Foreign-denominated long-term debt is reflected at the foreign currency exchange rate in effect at each period end.

103

At December 25, 2021, aggregate principal maturities of our long-term debt excluding finance leases were (in millions):


2022	$	i 709
2023	i 852
2024	i 626
2025	i 3
2026	i 1,879
Thereafter	i 17,402

Tender Offers:

2021 Tender Offers

In February 2021, KHFC commenced a cash tender offer to purchase up to the maximum combined aggregate purchase price of $ i 1.0 billion, including principal and premium but excluding accrued and unpaid interest (the “Q1 2021 Maximum Tender Amount”), of its outstanding i 3.950% senior notes due July 2025, i 3.000% senior notes due June 2026, i 4.000% senior notes due June 2023, and i 3.500% senior notes due June 2022 (the “Q1 2021 Tender Offer”), listed in order of priority. Based on participation, KHFC elected to settle the Q1 2021 Tender Offer on the early settlement date, March 9, 2021. Since the aggregate purchase price of the senior notes validly tendered and not validly withdrawn as of the early tender time exceeded the Q1 2021 Maximum Tender Amount, we did not accept for purchase any of the i 3.500% senior notes due June 2022 or the i 4.000% senior notes due June 2023. The aggregate principal amount of senior notes validly tendered and accepted was approximately $ i 900 million. Refer to the table above for the amount extinguished by senior note in the Q1 2021 Tender Offer.

In June 2021, KHFC commenced cash tender offers to purchase up to the maximum combined aggregate purchase price of $ i 2.8 billion, including principal and premium but excluding accrued and unpaid interest, of its i 5.000% senior notes due June 2042, i 5.000% senior notes due July 2035, i 4.625% senior notes due January 2029, i 4.625% senior notes due October 2039, i 3.750% senior notes due April 2030, i 6.500% senior notes due February 2040, i 6.375% senior notes due July 2028, i 6.750% senior notes due March 2032, i 6.875% senior notes due January 2039, and i 7.125% senior notes due August 2039 (the “Q2 2021 Tender Offers”), listed in order of priority. KHFC settled the Q2 2021 Tender Offers on June 14, 2021 and June 16, 2021. The aggregate principal amount of senior notes validly tendered and accepted was approximately $ i 1.4 billion. Refer to the table above for the amount extinguished by senior note in the Q2 2021 Tender Offers.

In November 2021, KHFC commenced a cash tender offer to purchase up to the maximum combined aggregate purchase price of $ i 2.0 billion, including principal and premium but excluding accrued and unpaid interest (the “Q4 2021 Maximum Tender Amount”), of its i 3.500% senior notes due June 2022, i 4.625% senior notes due January 2029, i 4.250% senior notes due March 2031, i 6.750% senior notes due March 2032, i 5.000% senior notes due July 2035, i 6.500% senior notes due February 2040, i 5.000% senior notes due June 2042, i 5.200% senior notes due July 2045, i 6.875% senior notes due January 2039, i 7.125% senior notes due August 2039, i 5.500% senior notes due June 2050, and i 4.875% senior notes due October 2049 (the “Q4 2021 Tender Offer” and, together with the Q1 2021 Tender Offer and the Q2 2021 Tender Offers, the “2021 Tender Offers”), listed in order of priority. KHFC settled the Q4 2021 Tender Offer on December 6, 2021. Since the aggregate purchase price of the senior notes validly tendered and not validly withdrawn as of the early tender time exceeded the Q4 2021 Maximum Tender Amount, we did not accept for purchase any of the i 6.500% senior notes due February 2040, i 5.000% senior notes due June 2042, i 5.200% senior notes due July 2045, i 6.875% senior notes due January 2039, i 7.125% senior notes due August 2039, i 5.500% senior notes due June 2050, and i 4.875% senior notes due October 2049. The aggregate principal amount of senior notes validly tendered and accepted was approximately $ i 1.7 billion. Refer to the table above for the amount extinguished by senior note in the Q4 2021 Tender Offers.

Related to the 2021 Tender Offers, we recognized a loss on extinguishment of debt of $ i 636 million within interest expense on the consolidated statement of income for the year ended December 25, 2021, which included a loss of $ i 106 million in the first quarter of 2021 related to the Q1 2021 Tender Offer, a loss of $ i 256 million in the second quarter of 2021 related to the Q2 2021 Tender Offers, and a loss of $ i 274 million in the fourth quarter of 2021 related to the Q4 2021 Tender Offer. These losses primarily reflect the payment of early tender premiums and fees associated with the 2021 Tender Offers as well as the write-off of unamortized premiums, debt issuance costs, and discounts. Related to the 2021 Tender Offers, we recognized debt prepayment and extinguishment costs of $ i 636 million on the consolidated statement of cash flows for the year ended December 25, 2021, which reflects the $ i 636 million loss on extinguishment of debt adjusted for the non-cash write-off of unamortized premiums of $ i 24 million, unamortized debt issuance costs of $ i 17 million, and unamortized discounts of $ i 7 million.

104

2020 Tender Offer

In May 2020, KHFC commenced a cash tender offer to purchase up to the maximum combined aggregate purchase price of $ i 2.2 billion, excluding accrued and unpaid interest (the “2020 Maximum Tender Amount”), of its outstanding floating rate senior notes due February 2021, i 3.500% senior notes due June 2022, i 3.500% senior notes due July 2022, floating rate senior notes due August 2022, i 4.000% senior notes due June 2023, i 3.950% senior notes due July 2025, and i 3.000% senior notes due June 2026 (the “2020 Tender Offer”), listed in order of priority. As a result of the 2020 Tender Offer, KHFC extinguished approximately $ i 2.1 billion aggregate principal amounts of senior notes in the second quarter of 2020. None of the i 3.000% senior notes due June 2026 were tendered based on the aggregate principal amount of senior notes validly tendered exceeding the 2020 Maximum Tender Amount. See Note 18, Debt, to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 26, 2020 for additional information on the 2020 Tender Offer.

In connection with the 2020 Tender Offer, we recognized a loss on extinguishment of debt of $ i 71 million within interest expense on the consolidated statement of income for the year ended December 26, 2020. This loss primarily reflects the payment of early tender premiums and fees associated with the 2020 Tender Offer as well as the write-off of unamortized debt issuance costs, premiums, and discounts. Related to the 2020 Tender Offer, we recognized debt prepayment and extinguishment costs of $ i 68 million on the consolidated statement of cash flows for the year ended December 26, 2020, which reflect the $ i 71 million loss on extinguishment of debt adjusted for the non-cash write-off of unamortized premiums of $ i 1 million, unamortized debt issuance costs of $ i 3 million, and unamortized discounts of $ i 1 million.

2019 Tender Offer

In September 2019, KHFC commenced an offer to purchase for cash any and all of its outstanding i 5.375% senior notes due February 2020 (the “First 2019 Tender Offer”). The First 2019 Tender Offer expired on September 9, 2019 with a settlement date of September 10, 2019. Additionally, on September 11, 2019, KHFC commenced an offer to purchase for cash up to the maximum combined aggregate purchase price of $ i 2.5 billion, excluding accrued and unpaid interest, of its outstanding i 3.500% senior notes due June 2022, i 3.500% senior notes due July 2022, i 4.000% senior notes due June 2023, and i 4.875% second lien senior secured notes due February 2025 (the “2025 Notes”) (the “Second 2019 Tender Offer” and, together with the First 2019 Tender Offer, the “2019 Tender Offers”). The Second 2019 Tender Offer settled on September 26, 2019.

The aggregate principal amounts of senior notes validly tendered pursuant to the 2019 Tender Offers was $ i 2.7 billion and the aggregate principal amount of 2025 Notes validly tendered pursuant to the 2019 Tender Offers was $ i 224 million.

In connection with the 2019 Tender Offers, we recognized a loss on extinguishment of debt of $ i 88 million within interest expense on the consolidated statement of income for the year ended December 28, 2019. This loss primarily reflects the payment of early tender premiums and fees associated with the 2019 Tender Offers as well as the write-off of unamortized debt premiums, issuance costs, and discounts. Related to the 2019 Tender Offers, we recognized debt prepayment and extinguishment costs of $ i 91 million on the consolidated statement of cash flows for the year ended December 28, 2019, which reflect the $ i 88 million loss on extinguishment of debt adjusted for the non-cash write-off of unamortized premiums of $ i 10 million, unamortized debt issuance costs of $ i 5 million, and unamortized discounts of $ i 2 million.

Open Market Debt Repurchases:

In 2021, we repurchased approximately $ i 738 million of certain of our senior notes under Rule 10b5-1 plans, including $ i 207 million in the second quarter of 2021 (the “Q2 2021 Repurchases”), $ i 221 million in the third quarter of 2021 (the “Q3 2021 Repurchases”), and $ i 310 million in the fourth quarter of 2021 (the “Q4 2021 Repurchases” and, together with the Q2 2021 Repurchases and the Q3 2021 Repurchases, the “2021 Repurchases”). Refer to the table above to see which senior notes had amounts extinguished as part of the 2021 Repurchases.

In connection with the 2021 Repurchases, we recognized a loss on extinguishment of debt of approximately $ i 152 million within interest expense on the consolidated statement of income for the year ended December 25, 2021, which included a loss of $ i 28 million in the second quarter of 2021 related to the Q2 2021 Repurchases, a loss of $ i 52 million in the third quarter of 2021 related to the Q3 2021 Repurchases, and a loss of $ i 72 million in the fourth quarter of 2021 related to the Q4 2021 Repurchases. These losses primarily reflect the payment of premiums associated with the repurchases as well as the write-off of unamortized debt issuance costs, premiums, and discounts. Related to the 2021 Repurchases, we recognized debt prepayment and extinguishment costs of $ i 162 million on the consolidated statement of cash flows for the year ended December 25, 2021, which reflect the $ i 152 million loss on extinguishment of debt adjusted for the non-cash write-off of unamortized premiums of $ i 15 million, unamortized discounts of $ i 2 million, and unamortized debt issuance costs of $ i 3 million.

105

Debt Redemptions:

2021 Debt Redemptions

In April 2021, KHFC issued a notice of redemption of all of its i 4.000% senior notes due June 2023, effective May 1, 2021 (the “Q2 2021 Debt Redemption”). Prior to the redemption, approximately $ i 447 million aggregate principal amount was outstanding.

In June 2021, KHFC issued a notice of redemption of all of its i 3.950% senior notes due July 2025, effective July 14, 2021 (the “Q3 2021 Debt Redemption” and, together with the Q2 2021 Debt Redemption, the “2021 Debt Redemptions”). Prior to the redemption, approximately $ i 797 million aggregate principal amount was outstanding.

In connection with the 2021 Debt Redemptions, we recognized a loss on extinguishment of debt of $ i 129 million within interest expense on the consolidated statement of income for the year ended December 25, 2021, which included a loss of $ i 34 million in the second quarter of 2021 related to the Q2 2021 Debt Redemption and a loss of $ i 95 million in the third quarter of 2021 related to the Q3 2021 Debt Redemption. These losses primarily reflect the payment of premiums and fees associated with the redemptions as well as the write-off of unamortized debt issuance costs. Related to the 2021 Debt Redemptions, we recognized debt prepayment and extinguishment costs of $ i 126 million on the consolidated statement of cash flows for the year ended December 25, 2021, which reflect the $ i 129 million loss on extinguishment of debt adjusted for the non-cash write-off of unamortized debt issuance costs of $ i 3 million.

2020 Debt Redemptions

Concurrently with the commencement of the 2020 Tender Offer, KHFC issued a notice of conditional redemption of all of its $ i 300 million outstanding aggregate principal amount of i 3.375% senior notes due June 2021 and $ i 976 million outstanding aggregate principal amount of its 2025 Notes (the “First 2020 Debt Redemptions”). The First 2020 Debt Redemptions were effective and completed in the second quarter of 2020.

In September 2020, KHFC issued a notice of redemption of all of its i 3.500% senior notes due July 2022, of which $ i 302 million aggregate principal amount was outstanding (the “Second 2020 Debt Redemption” and, together with the First 2020 Debt Redemption, the “2020 Debt Redemptions”). The effective date of the Second 2020 Debt Redemption was October 24, 2020.

In connection with the 2020 Debt Redemptions, we recognized a loss on extinguishment of debt of $ i 53 million within interest expense on the consolidated statement of income for the year ended December 26, 2020. This loss primarily reflects the payment of premiums and fees associated with the redemptions as well as the write-off of unamortized debt issuance costs. Related to the 2020 Debt Redemptions, we recognized debt prepayment and extinguishment costs of $ i 48 million on the consolidated statement of cash flows for the year ended December 26, 2020, which reflect the $ i 53 million loss on extinguishment of debt adjusted for the non-cash write-off of unamortized debt issuance costs of $ i 5 million.

2019 Debt Redemptions

In September 2019, concurrently with the commencement of the First 2019 Tender Offer, we issued a notice of redemption by Kraft Heinz Canada ULC, our 100% owned subsidiary, of all of its i 2.700% Canadian dollar senior notes due July 2020, of which i 300 million Canadian dollar aggregate principal amount was outstanding, and a notice of partial redemption by KHFC of $ i 800 million of its i 2.800% senior notes due July 2020, of which $ i 1.5 billion aggregate principal amount was outstanding (the “First 2019 Debt Redemptions”). The effective date of the First 2019 Debt Redemptions was October 3, 2019.

Concurrently with the commencement of the Second 2019 Tender Offer, we issued a notice of partial redemption providing for the redemption of $ i 500 million aggregate principal amount of KHFC’s remaining i 2.800% senior notes due July 2020 (the “Second 2019 Debt Redemption” and, together with the First 2019 Debt Redemptions, the “2019 Debt Redemptions”). The effective date of the Second 2019 Debt Redemption was October 11, 2019. Following the 2019 Debt Redemptions, KHFC’s i 2.800% senior notes due July 2020 had $ i 200 million aggregate principal amount outstanding.

In connection with the 2019 Debt Redemptions, we recognized a loss on extinguishment of debt of $ i 10 million within interest expense on the consolidated statement of income for the year ended December 28, 2019. This loss primarily reflects the payment of premiums and fees associated with the redemptions as well as the write-off of unamortized debt issuance costs. Related to the 2019 Debt Redemptions, we recognized debt prepayment and extinguishment costs of $ i 8 million on the consolidated statement of cash flows for the year ended December 28, 2019, which reflect the $ i 10 million loss on extinguishment of debt adjusted for the non-cash write-off of unamortized debt issuance costs of $ i 2 million.

106

Debt Issuances:

2020 Debt Issuances

In May 2020, KHFC issued $ i 1,350 million aggregate principal amount of i 3.875% senior notes due May 2027, $ i 1,350 million aggregate principal amount of i 4.250% senior notes due March 2031, and $ i 800 million aggregate principal amount of i 5.500% senior notes due June 2050 (collectively, the “2020 Notes”). The 2020 Notes are fully and unconditionally guaranteed by The Kraft Heinz Company as to payment of principal, premium, and interest on a senior unsecured basis. We used the proceeds from the 2020 Notes to fund the 2020 Tender Offer and First 2020 Debt Redemptions and to pay fees and expenses in connection therewith.

2019 Debt Issuances

In September 2019, KHFC issued $ i 1,000 million aggregate principal amount of i 3.750% senior notes due April 2030, $ i 500 million aggregate principal amount of i 4.625% senior notes due October 2039, and $ i 1,500 million aggregate principal amount of i 4.875% senior notes due October 2049 (collectively, the “2019 Notes”). The 2019 Notes are fully and unconditionally guaranteed by The Kraft Heinz Company as to payment of principal, premium, and interest on a senior unsecured basis. We used the proceeds from the 2019 Notes to fund the Second 2019 Tender Offer and to pay fees and expenses in connection therewith and to fund the Second 2019 Debt Redemption.

Debt Issuance Costs:

Debt issuance costs are reflected as a direct deduction of our long-term debt balance on the consolidated balance sheets. We incurred debt issuance costs $ i 31 million in 2020 and $ i 25 million in 2019. We did not incur any debt issuance costs in 2021. Unamortized debt issuance costs were $ i 97 million at December 25, 2021 and $ i 130 million at December 26, 2020. Amortization of debt issuance costs was $ i 12 million in 2021, $ i 11 million in 2020, and $ i 15 million in 2019.

Debt Premium:

Unamortized debt premiums are presented on the consolidated balance sheets as a direct addition to the carrying amount of debt. Unamortized debt premium, net, was $ i 298 million at December 25, 2021 and $ i 344 million at December 26, 2020. Amortization of our debt premium, net, was $ i 16 million in 2021, $ i 14 million in 2020, and $ i 34 million in 2019.

Debt Repayments:

In February 2021, we repaid $ i 111 million aggregate principal amount of senior notes that matured in the period.

In September 2021, we repaid $ i 34 million aggregate principal amount of senior notes that matured in the period.

In February 2020, we repaid $ i 405 million aggregate principal amount of senior notes that matured in the period.

In July 2020, we repaid $ i 200 million aggregate principal amount of senior notes and i 500 million Canadian dollars aggregate principal amount of senior notes that matured in the period.

In August 2019, we repaid $ i 350 million aggregate principal amount of senior notes that matured in the period.

Fair Value of Debt:

At December 25, 2021, the aggregate fair value of our total debt was $ i 25.7 billion as compared with a carrying value of $ i 21.8 billion. At December 26, 2020, the aggregate fair value of our total debt was $ i 32.1 billion as compared with a carrying value of $ i 28.3 billion. Our short-term debt had a carrying value that approximated its fair value at December 25, 2021 and December 26, 2020. We determined the fair value of our long-term debt using Level 2 inputs. Fair values are generally estimated based on quoted market prices for identical or similar instruments.

Note 18. i i Leases /

We have operating and finance leases, primarily for warehouse, production, and office facilities and equipment. Our lease contracts have remaining contractual lease terms of up to i 19 years, some of which include options to extend the term by up to i 10 years. We include renewal options that are reasonably certain to be exercised as part of the lease term. Additionally, some lease contracts include termination options. We do not expect to exercise the majority of our termination options and generally exclude such options when determining the term of our leases. See Note 2, Significant Accounting Policies, for our lease accounting policy.

107

The components of our lease costs were (in millions):

Operating lease costs

i 176

i 173

i 191

Finance lease costs:

Amortization of right-of-use assets

i 34

i 31

i 27

Interest on lease liabilities

i 6

i 7

i 6

Short-term lease costs

i 17

i 20

i 13

Variable lease costs

i 1,192

i 1,313

i 1,270

Sublease income

( i 9)

( i 11)

( i 14)

Total lease costs

i 1,416

i 1,533

i 1,493

Our variable lease costs primarily consist of inventory related costs, such as materials, labor, and overhead components in our manufacturing and distribution arrangements that also contain a fixed component related to an embedded lease. These variable lease costs are determined based on usage or output or may vary for other reasons such as changes in material prices, taxes, or insurance. Certain of our variable lease costs are based on fluctuating indices or rates. These leases are included in our ROU assets and lease liabilities based on the index or rate at the lease commencement date. The future variability in these indices and rates is unknown; therefore, it is excluded from our future minimum lease payments and is not a component of our ROU assets or lease liabilities.

Losses/(gains) on sales and leaseback transactions, net, were insignificant for 2021 and 2019. We had i no losses/(gains) on sale and leaseback transactions in 2020.

Supplemental balance sheet information related to our leases was (in millions, except lease term and discount rate):

Operating
Leases

Finance
Leases

Operating
Leases

Finance
Leases

Right-of-use assets

i 569

i 126

i 562

i 195

Lease liabilities (current)

i 133

i 30

i 135

i 78

Lease liabilities (non-current)

i 484

i 98

i 475

i 116

Weighted average remaining lease term

i 7 years

i 12 years

i 7 years

i 9 years

Weighted average discount rate

i 3.5

i 4.1

i 3.8

i 3.7

Operating lease ROU assets are included in other non-current assets and finance lease ROU assets are included in property, plant and equipment, net, on our consolidated balance sheets. The current portion of operating lease liabilities is included in other current liabilities, and the current portion of finance lease liabilities is included in the current portion of long-term debt on our consolidated balance sheets. The non-current portion of operating lease liabilities is included in other non-current liabilities, and the non-current portion of finance lease liabilities is included in long-term debt on our consolidated balance sheets. At December 26, 2020, operating and finance lease ROU assets, the current portion of operating and finance lease liabilities, and the non-current portion of operating and finance lease liabilities excluded amounts classified as held for sale. See Note 4, Acquisitions and Divestitures, for additional information.

Cash flows arising from lease transactions were (in millions):

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash inflows/(outflows) from operating leases

( i 179)

( i 191)

( i 196)

Operating cash inflows/(outflows) from finance leases

( i 6)

( i 7)

( i 6)

Financing cash inflows/(outflows) from finance leases

( i 33)

( i 35)

( i 28)

Right-of-use assets obtained in exchange for lease liabilities:

Operating leases

i 41

i 147

i 42

Finance leases

i 14

i 39

i 12

108

i i

Future minimum lease payments for leases in effect at December 25, 2021 were (in millions):


	Operating Leases		Finance Leases
2022	$	i 152	$	i 34
2023	i 116		i 20
2024	i 90		i 14
2025	i 79		i 10
2026	i 63		i 8
Thereafter	i 196		i 79
Total future undiscounted lease payments	i 696		i 165
Less imputed interest	( i 79)		( i 37)
Total lease liability	$	i 617	$	i 128

/ /

At December 25, 2021, our operating and finance leases that had not yet commenced were approximately $ i 202 million. This balance is primarily composed of a i 20-year lease for a warehouse facility with a future minimum lease commitment of approximately $ i 109 million. We expect to take control of the leased assets in 2022.

Note 19. i Capital Stock

Common Stock

Our Second Amended and Restated Certificate of Incorporation authorizes the issuance of up to i 5.0 billion shares of common stock.

Shares of common stock issued, in treasury, and outstanding were (in millions of shares):

Shares Issued

Treasury Shares

Shares Outstanding

Balance at December 29, 2018

i 1,224

( i 4)

i 1,220

Exercise of stock options, issuance of other stock awards, and other

i —

i 1

Balance at December 28, 2019

i 1,224

( i 3)

i 1,221

Exercise of stock options, issuance of other stock awards, and other

i 4

( i 2)

i 2

Balance at December 26, 2020

i 1,228

( i 5)

i 1,223

Exercise of stock options, issuance of other stock awards, and other

i 7

( i 6)

i 1

Balance at December 25, 2021

i 1,235

( i 11)

i 1,224

Note 20. i Earnings Per Share

Our earnings per common share (“EPS”) were:

(in millions, except per share data)

Basic Earnings Per Common Share:

Net income/(loss) attributable to common shareholders

i 1,012

i 356

i 1,935

Weighted average shares of common stock outstanding

i 1,224

i 1,223

i 1,221

Net earnings/(loss)

i 0.83

i 0.29

i 1.59

Diluted Earnings Per Common Share:

Net income/(loss) attributable to common shareholders

i 1,012

i 356

i 1,935

Weighted average shares of common stock outstanding

i 1,224

i 1,223

i 1,221

Effect of dilutive equity awards

i 12

i 5

i 3

Weighted average shares of common stock outstanding, including dilutive effect

i 1,236

i 1,228

i 1,224

Net earnings/(loss)

i 0.82

i 0.29

i 1.58

We use the treasury stock method to calculate the dilutive effect of outstanding equity awards in the denominator for diluted EPS. Anti-dilutive shares were i 7 million in 2021, i 9 million in 2020, and i 10 million in 2019.

109

Note 21. i Segment Reporting

We manage and report our operating results through i three reportable segments defined by geographic region: United States, International, and Canada.

Management evaluates segment performance based on several factors, including net sales and Segment Adjusted EBITDA. Segment Adjusted EBITDA is defined as net income/(loss) from continuing operations before interest expense, other expense/(income), provision for/(benefit from) income taxes, and depreciation and amortization (excluding restructuring activities); in addition to these adjustments, we exclude, when they occur, the impacts of divestiture-related license income (e.g., income related to the sale of licenses in connection with the Cheese Transaction), restructuring activities, deal costs, unrealized gains/(losses) on commodity hedges (the unrealized gains and losses are recorded in general corporate expenses until realized; once realized, the gains and losses are recorded in the applicable segment’s operating results), impairment losses, certain non-ordinary course legal and regulatory matters, and equity award compensation expense (excluding restructuring activities). Segment Adjusted EBITDA is a tool that can assist management and investors in comparing our performance on a consistent basis by removing the impact of certain items that management believes do not directly reflect our underlying operations. Management uses Segment Adjusted EBITDA to evaluate segment performance and allocate resources.

Management does not use assets by segment to evaluate performance or allocate resources. Therefore, we do not disclose assets by segment.

Net sales by segment were (in millions):

Net sales:

United States

i 18,604

i 19,204

i 17,844

International

i 5,691

i 5,341

i 5,251

Canada

i 1,747

i 1,640

i 1,882

Total net sales

i 26,042

i 26,185

i 24,977

/ i

Segment Adjusted EBITDA was (in millions):

Segment Adjusted EBITDA:

United States

i 5,157

i 5,557

i 4,829

International

i 1,066

i 1,058

i 1,004

Canada

i 419

i 389

i 487

General corporate expenses

( i 271)

( i 335)

( i 256)

Depreciation and amortization (excluding restructuring activities)

( i 910)

( i 955)

( i 985)

Divestiture-related license income

i 4

i —

Restructuring activities

( i 84)

( i 15)

( i 102)

Deal costs

( i 11)

( i 8)

( i 19)

Unrealized gains/(losses) on commodity hedges

( i 17)

i 6

i 57

Impairment losses

( i 1,634)

( i 3,413)

( i 1,899)

Certain non-ordinary course legal and regulatory matters

( i 62)

i —

Equity award compensation expense (excluding restructuring activities)

( i 197)

( i 156)

( i 46)

Operating income/(loss)

i 3,460

i 2,128

i 3,070

Interest expense

i 2,047

i 1,394

i 1,361

Other expense/(income)

( i 295)

( i 296)

( i 952)

Income/(loss) before income taxes

i 1,708

i 1,030

i 2,661

110

Total depreciation and amortization expense by segment was (in millions):

Depreciation and amortization expense:

United States

i 542

i 609

International

i 234

i 221

i 231

Canada

i 38

i 35

General corporate expenses

i 96

i 104

i 119

Total depreciation and amortization expense

i 910

i 969

i 994

/ i

Total capital expenditures by segment were (in millions):

Capital expenditures:

United States

i 433

i 318

i 393

International

i 348

i 212

i 283

Canada

i 44

i 29

i 27

General corporate expenses

i 80

i 37

i 65

Total capital expenditures

i 905

i 596

i 768

/ i

Net sales by platform were (in millions):

Taste Elevation

i 7,267

i 6,808

i 6,581

Fast Fresh Meals

i 6,665

i 6,819

i 6,298

Easy Meals Made Better

i 4,927

i 4,909

i 4,314

Real Food Snacking

i 1,808

i 2,296

i 2,201

Flavorful Hydration

i 1,777

i 1,648

i 1,495

Easy Indulgent Desserts

i 1,034

i 999

i 919

Other

i 2,564

i 2,706

i 3,169

Total net sales

i 26,042

i 26,185

i 24,977

/ i

Net sales by product category were (in millions):

Condiments and sauces

i 7,302

i 6,813

i 6,406

Cheese and dairy

i 4,922

i 5,131

i 4,890

Ambient foods

i 2,896

i 2,954

i 2,475

Frozen and chilled foods

i 2,698

i 2,599

i 2,371

Meats and seafood

i 2,613

i 2,515

i 2,406

Refreshment beverages

i 1,786

i 1,655

i 1,504

Coffee

i 847

i 1,062

i 1,271

Infant and nutrition

i 441

i 433

i 512

Desserts, toppings and baking

i 1,157

i 1,121

i 1,032

Nuts and salted snacks

i 464

i 1,047

i 966

Other

i 916

i 855

i 1,144

Total net sales

i 26,042

i 26,185

i 24,977

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Concentration of Risk:

Our largest customer, Walmart Inc., represented approximately i i 22 / % of our net sales in both 2021 and 2020 and approximately i 21% of our net sales in 2019. All of our segments have sales to Walmart Inc.

Geographic Financial Information:

We had significant sales in the United States, Canada, and the United Kingdom. i Our net sales by geography were (in millions):

Net sales:

United States

i 18,604

i 19,204

i 17,844

Canada

i 1,747

i 1,640

i 1,882

United Kingdom

i 1,147

i 1,103

i 1,007

Other

i 4,544

i 4,238

i 4,244

Total net sales

i 26,042

i 26,185

i 24,977

We had significant long-lived assets in the United States. Long-lived assets are comprised of property, plant and equipment, net of related accumulated depreciation. i Our long-lived assets by geography were (in millions):


	December 25, 2021		December 26, 2020
Long-lived assets:
United States	$	i 4,547	$	i 4,705
Other	i 2,259		i 2,171
Total long-lived assets	$	i 6,806	$	i 6,876

At December 25, 2021 and December 26, 2020, long-lived assets by geography excluded amounts classified as held for sale. See Note 4, Acquisitions and Divestitures, for additional information.

Note 22. i Other Financial Data

Consolidated Statements of Income Information

Other expense/(income)

Other expense/(income) consists of the following (in millions):

Amortization of postemployment benefit plans prior service costs/(credits)

( i 7)

( i 122)

( i 306)

Net pension and postretirement non-service cost/(benefit)(a)

( i 214)

( i 201)

( i 172)

Loss/(gain) on sale of business(b)

( i 44)

i 2

( i 420)

Interest income

( i 15)

( i 27)

( i 36)

Foreign exchange losses/(gains)

( i 101)

i 162

i 10

Derivative losses/(gains)

i 86

( i 154)

( i 39)

Other miscellaneous expense/(income)

i —

i 44

i 11

Other expense/(income)

( i 295)

( i 296)

( i 952)

(a) Excludes amortization of prior service costs/(credits).

(b) Includes a gain on the remeasurement of a disposal group that was reclassified as held and used in the third quarter of 2021.

We present all non-service cost components of net pension cost/(benefit) and net postretirement cost/(benefit) within other expense/(income) on our consolidated statements of income. See Note 12, Postemployment Benefits, for additional information on these components, including any curtailments and settlements, as well as information on our prior service credit amortization. See Note 4, Acquisitions and Divestitures, for additional information related to our loss/(gain) on sale of business. See Note 13, Financial Instruments, for information related to our derivative impacts.

112

Other expense/(income) was $ i 295 million of income in 2021 compared to $ i 296 million of income in 2020. This change was primarily driven by an $ i 86 million net loss on derivative activities in 2021 compared to a $ i 154 million net gain on derivative activities in 2020 and a $ i 115 million decrease in non-cash amortization of postemployment benefit plans prior service credits as compared to the prior year period. These impacts were partially offset by a $ i 101 million net foreign exchange gain in 2021 compared to a $ i 162 million net foreign exchange loss in 2020, a $ i 44 million net gain on sales of businesses in 2021 compared to a $ i 2 million net loss on sales of businesses in 2020, and a $ i 26 million loss on the dissolution of a joint venture in 2020.

Other expense/(income) was $ i 296 million of income in 2020 compared to $ i 952 million of income in 2019. This change was primarily driven by a $ i 2 million net loss on sales of businesses in 2020 compared to a $ i 420 million net gain on sale of business in 2019, a $ i 184 million decrease in non-cash amortization of postemployment benefit plans prior service credits as compared to the prior year period, a $ i 162 million net foreign exchange loss in 2020 compared to a $ i 10 million net foreign exchange loss in 2019, and a $ i 26 million loss on the dissolution of a joint venture in 2020. These impacts were partially offset by a $ i 154 million net gain on derivative activities in 2020 compared to a $ i 39 million net gain on derivative activities in 2019. See Note 16, Commitments and Contingencies, for additional information related to our dissolved joint venture.

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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 25, 2021. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as of December 25, 2021, were effective and provided reasonable assurance that the information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

Our Chief Executive Officer and Chief Financial Officer, with other members of management, evaluated the changes in our internal control over financial reporting during the quarter ended December 25, 2021. We determined that there were no changes in our internal control over financial reporting during the quarter ended December 25, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed 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. Our internal control over financial reporting includes those written policies and procedures that:

•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.

Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 25, 2021 based on the framework described in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, our management concluded that we maintained effective internal control over financial reporting as of December 25, 2021.

PricewaterhouseCoopers LLP, an independent registered public accounting firm that audited the consolidated financial statements included in this Annual Report on Form 10-K, has also audited the effectiveness of our internal control over financial reporting as of December 25, 2021, as stated in their report which appears herein under Item 8, Financial Statements and Supplementary Data.

114

Item 9B. Other Information.

Not applicable.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Information required by this Item 10 is included under the caption “Information about our Executive Officers” contained in Item 1, Business, of this report and under the headings Proposal 1. Election of Directors, Corporate Governance and Board Matters—Codes of Conduct, Beneficial Ownership of Kraft Heinz Stock—Delinquent Section 16(a) Reports, Board Committees and Membership—Committee Structure and Membership, and Other Information—Stockholder Proposals in our definitive Proxy Statement for our Annual Meeting of Stockholders scheduled to be held on May 5, 2022 (“2022 Proxy Statement”). This information is incorporated by reference into this Annual Report on Form 10-K.

Item 11. Executive Compensation.

Information required by this Item 11 is included under the headings Board Committees and Membership—Compensation Committee—Compensation Committee Interlocks and Insider Participation, Director Compensation, Compensation Discussion and Analysis, Executive Compensation Tables, and Pay Ratio Disclosure in our 2022 Proxy Statement. This information is incorporated by reference into this Annual Report on Form 10-K.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The number of shares to be issued upon exercise or vesting of awards issued under, and the number of shares remaining available for future issuance under our equity compensation plans at December 25, 2021 were:


	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))
Plan Category	(a)	(b)		(c)
Equity compensation plans approved by security holders	29,577,435	$	45.43	25,590,076
Equity compensation plans not approved by security holders	—	—		—
Total	29,577,435			25,590,076

(1) Includes the vesting of RSUs and PSUs.

Information related to the security ownership of certain beneficial owners and management is included under the heading Beneficial Ownership of Kraft Heinz Stock in our 2022 Proxy Statement. This information is incorporated by reference into this Annual Report on Form 10-K.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Information required by this Item 13 is included under the heading Corporate Governance and Board Matters—Related Person Transactions in our 2022 Proxy Statement. This information is incorporated by reference into this Annual Report on Form 10-K.

Item 14. Principal Accountant Fees and Services.

Information required by this Item 14 is included under the headings Proposal 4. Ratification of the Selection of Independent Auditors—Independent Auditors’ Fees and Services and Proposal 4. Ratification of the Selection of Independent Auditors—Pre-Approval Policy in our 2022 Proxy Statement. This information is incorporated by reference into this Annual Report on Form 10-K.

115

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a) Index to Consolidated Financial Statements and Schedules


			Page No.
Report of Independent Registered Public Accounting Firm (PCAOB ID i 238)			46
Consolidated Statements of Income for the Years Ended December 25, 2021, December 26, 2020, and December 28, 2019			49
Consolidated Statements of Comprehensive Income for the Years Ended December 25, 2021, December 26, 2020, and December 28, 2019			50
Consolidated Balance Sheets at December 25, 2021 and December 26, 2020			51
Consolidated Statements of Equity for the Years Ended December 25, 2021, December 26, 2020, and December 28, 2019			52
Consolidated Statements of Cash Flows for the Years Ended December 25, 2021, December 26, 2020, and December 28, 2019			53
Notes to the Consolidated Financial Statements			54
Financial Statement Schedule - Valuation and Qualifying Accounts for the Years Ended December 25, 2021, December 26, 2020, and December 28, 2019			S-1

Schedules other than those listed above have been omitted either because such schedules are not required or are not applicable.

(b) The following exhibits are filed as part of, or incorporated by reference into, this Annual Report:


Exhibit No.						Descriptions
2.1						Separation and Distribution Agreement, dated September 27, 2012, between Kraft Foods Inc. and Kraft Foods Group, Inc. (incorporated by reference to Exhibit 2.1 of Amendment No. 1 to Kraft Foods Group, Inc.’s Registration Statement on Form S-4 (File No. 333-184314), filed on October 26, 2012).
2.2						Canadian Asset Transfer Agreement, dated September 29, 2012, between Mondelez Canada Inc. and Kraft Canada Inc. (incorporated by reference to Exhibit 2.2 of Amendment No. 2 to Kraft Foods Group, Inc.’s Registration Statement on Form S-4 (File No. 333-184314), filed on December 4, 2012).
2.3						Master Ownership and License Agreement Regarding Patents, Trade Secrets and Related Intellectual Property, effective October 1, 2012, between Kraft Foods Global Brands LLC, Kraft Foods Group Brands LLC, Kraft Foods UK Ltd., and Kraft Foods R&D Inc. (incorporated by reference to Exhibit 2.3 of Amendment No. 2 to Kraft Foods Group, Inc.’s Registration Statement on Form S-4 (File No. 333-184314), filed on December 4, 2012).
2.4						Master Ownership and License Agreement Regarding Trademarks and Related Intellectual Property, dated September 27, 2012, between Kraft Foods Global Brands LLC and Kraft Foods Group Brands LLC. (incorporated by reference to Exhibit 2.4 of Amendment No. 2 to Kraft Foods Group, Inc.’s Registration Statement on Form S-4 (File No. 333-184314), filed on December 4, 2012).
2.5						Agreement and Plan of Merger, dated March 24, 2015, among H.J. Heinz Holding Corporation, Kite Merger Sub Corp., Kite Merger Sub LLC, and Kraft Foods Group, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Registration Statement on Form S-4 (File No. 333-203364), filed on April 10, 2015).
2.6						First Amendment to the Master Ownership and License Agreement Regarding Trademarks and Related Intellectual Property, effective July 15, 2013, between Intercontinental Great Brands LLC and GroceryCo IPCo Foods Group Brands LLC (incorporated by reference to Exhibit 2.2 of Kraft Foods Group, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 28, 2015 (File No. 001-35491), filed on April 28, 2015).
2.7						Second Amendment to the Master Ownership and License Agreement Regarding Trademarks and Related Intellectual Property, effective October 1, 2014, between Kraft Foods Group Brands LLC and Intercontinental Great Brands LLC (incorporated by reference to Exhibit 2.3 of Kraft Foods Group, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 28, 2015 (File No. 001-35491), filed on April 28, 2015).
2.8						Amendment to the Master Ownership and License Agreement regarding Trademarks and Related Intellectual Property, effective September 28, 2016, between Kraft Foods Group Brands LLC and Intercontinental Great Brands LLC (incorporated by reference to Exhibit 2.1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended July 1, 2017 (File No. 001-37482), filed on August 4, 2017).
2.9						Addendum to Master Ownership and License Agreement Regarding Patents, Trade Secrets, and Related Intellectual Property, dated May 9, 2017, between Intercontinental Great Brands LLC, Mondelēz UK LTD, Kraft Foods R&D Inc., and Kraft Foods Group Brands LLC (incorporated by reference to Exhibit 2.2 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended July 1, 2017 (File No. 001-37482), filed on August 4, 2017).

116


2.10						Further Amendment to the Master Ownership and License Agreement regarding Trademarks and Related Intellectual Property, effective September 28, 2018, between Kraft Foods Group Brands LLC and Intercontinental Great Brands LLC (incorporated by reference to Exhibit 2.10 of the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 2019 (File No. 001-37482), filed on February 14, 2020).
3.1						Second Amended and Restated Certificate of Incorporation of H.J. Heinz Holding Corporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 001-37482), filed on July 2, 2015).
3.2						Amended and Restated By-Laws of The Kraft Heinz Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 001-37482), filed on October 27, 2017).
3.3						Certificate of Retirement of Series A Preferred Stock of The Kraft Heinz Company, dated June 7, 2016 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 001-37482), filed on June 7, 2016).
4.1						Amended and Restated Registration Rights Agreement, dated July 2, 2015, among The Kraft Heinz Company, 3G Global Food Holdings LP, and Berkshire Hathaway Inc. (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No. 001-37482), filed on July 2, 2015).
4.2						Indenture, dated July 1, 2015, among H. J. Heinz Company, as issuer, H.J. Heinz Holding Corporation, as guarantor, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No. 001-37482), filed on July 6, 2015).
4.3						First Supplemental Indenture, dated July 1, 2015, relating to the 2.000% Senior Notes due 2023, among H. J. Heinz Company, as issuer, H.J. Heinz Holding Corporation, as guarantor, Wells Fargo Bank, National Association, as trustee, and Société Générale Bank & Trust, as paying agent, security registrar, and transfer agent (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K (File No. 001-37482), filed on July 6, 2015).
4.4						Second Supplemental Indenture, dated July 1, 2015, relating to the 4.125% Senior Notes due 2027, among H. J. Heinz Company, as issuer, H.J. Heinz Holding Corporation, as guarantor, Wells Fargo Bank, National Association, as trustee, and Société Générale Bank & Trust, as paying agent, security registrar, and transfer agent (incorporated by reference to Exhibit 4.4 of the Company’s Current Report on Form 8-K (File No. 001-37482), filed on July 6, 2015).
4.5						Third Supplemental Indenture, dated July 2, 2015, relating to the 1.60% Senior Notes due 2017, 2.00% Senior Notes due 2018, 2.80% Senior Notes due 2020, 3.50% Senior Notes due 2022, 3.95% Senior Notes due 2025, 5.00% Senior Notes due 2035, and 5.20% Senior Notes due 2045, among H. J. Heinz Company, as issuer, H.J. Heinz Holding Corporation, as guarantor, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.6 of the Company’s Current Report on Form 8-K (File No. 001-37482), filed on July 6, 2015).
4.6						Indenture, dated June 4, 2012, between Kraft Foods Group, Inc. and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 10.4 of Amendment No. 3 to Kraft Foods Group, Inc.’s Registration Statement on Form 10 (File No. 001-35491), filed on June 21, 2012).
4.7						Supplemental Indenture No. 1, dated June 4, 2012, relating to the 1.625% Notes due 2015, 2.250% Notes due 2017, 3.500% Notes due 2022, and 5.000% Notes due 2042, among Kraft Foods Group, Inc., Kraft Foods Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 10.5 of Amendment No. 3 to Kraft Foods Group, Inc.’s Registration Statement on Form 10 (File No. 001-35491), filed on June 21, 2012).
4.8						Supplemental Indenture No. 2, dated July 18, 2012, relating to the 6.125% Senior Notes due 2018, 5.375% Senior Notes due 2020, 6.875% Senior Notes due 2039, and 6.500% Senior Notes due 2040, among Kraft Foods Group, Inc., Kraft Foods Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 10.27 of Amendment No. 5 to Kraft Foods Group, Inc.’s Registration Statement on Form 10 (File No. 001-35491), filed on August 6, 2012).
4.9						Supplemental Indenture No. 3, dated July 2, 2015, among Kraft Foods Group, Inc., as issuer, Kite Merger Sub LLC, H.J. Heinz Holding Corporation, as parent guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.17 of the Company’s Current Report on Form 8-K (File No. 001-37482), filed on July 6, 2015).
4.10						Third Supplemental Indenture, dated July 2, 2015, relating to the 6.75% Debentures due 2032 and 7.125% Debentures due 2039, among H.J. Heinz Holding Corporation, H. J. Heinz Company, and The Bank of New York Mellon, as successor trustee to Bank One, National Association (incorporated by reference to Exhibit 4.18 of the Company’s Current Report on Form 8-K (File No. 001-37482), filed on July 6, 2015).
4.11						Third Supplemental Indenture, dated July 2, 2015, relating to the 6.375% Debentures due 2028, among H.J. Heinz Holding Corporation, H. J. Heinz Company, and The Bank of New York Mellon, as successor trustee to Bank One, National Association (incorporated by reference to Exhibit 4.19 of the Company’s Current Report on Form 8-K (File No. 001-37482), filed on July 6, 2015).
4.12						Indenture, dated July 6, 2001, among H. J. Heinz Finance Company, as issuer, H.J. Heinz Company, as guarantor, and Bank One, National Association, as trustee (incorporated herein by reference to Exhibit 4(c) of H. J. Heinz Company’s Annual Report on Form 10-K for the fiscal year ended May 1, 2002 (File No. 001-03385), filed on July 30, 2002).

117


4.13						Indenture, dated July 15, 2008, among H.J. Heinz Company and Union Bank of California, N.A., as trustee (incorporated herein by reference to Exhibit 4(d) of H. J. Heinz Company’s Annual Report on Form 10-K for the fiscal year ended April 29, 2009 (File No. 001-03385), filed on June 17, 2009).
4.14						First Supplemental Indenture, dated July 2, 2015, relating to the 2.00% Notes due September 2016, 1.50% Notes due March 2017, 3.125% Notes due September 2021, and 2.85% Notes due March 2022, among H.J. Heinz Holding Corporation, H. J. Heinz Company, and MUFG Union Bank, N.A., as trustee (incorporated by reference to Exhibit 4.14 to the Company's Annual Report on Form 10-K for the fiscal year ended December 26, 2020 (File No. 001-37482), filed on February 17, 2021).
4.15						Supplemental Indenture No. 4, dated November 11, 2015, relating to the 2.250% Notes due 2017, 6.125% Notes due 2018, 5.375% Notes due 2020, 3.500% Notes due 2022, 6.875% Notes due 2039, 6.500% Notes due 2040, and 5.000% Notes due 2042, between Kraft Heinz Foods Company and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.21 of the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2016 (File No. 001-37482), filed on March 3, 2016).
4.16						Indenture, dated July 15, 1992, between H. J. Heinz Company and The First National Bank of Chicago, as trustee (incorporated by reference to Exhibit 4(a) of H. J. Heinz Company’s Registration Statement on Form S-3 (File No. 333-48017), filed on March 16, 1998).
4.17						Fourth Supplemental Indenture, dated May 24, 2016, relating to the 3.000% Senior Notes due 2026 and 4.375% Senior Notes due 2046, among Kraft Heinz Foods Company, as issuer, The Kraft Heinz Company, as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No. 001-37482), filed on May 25, 2016).
4.18						Form of 3.000% Senior Notes due 2026 and 4.375% Senior Notes due 2046 (included in Exhibit 4.24).
4.19						Fifth Supplemental Indenture, dated May 25, 2016, relating to the 1.500% Senior Notes due 2024 and 2.250% Senior Notes due 2028, among Kraft Heinz Foods Company, as issuer, The Kraft Heinz Company, as guarantor, and Deutsche Bank Trust Company Americas, as trustee, paying agent, security registrar, and transfer agent (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K (File No. 001-37482), filed on May 25, 2016).
4.20						Form of 1.500% Senior Notes due 2024 and 2.250% Senior Notes due 2028 (included in Exhibit 4.26).
4.21						Sixth Supplemental Indenture, dated August 10, 2017, relating to the Floating Rate Senior Notes due 2019, Floating Rate Senior Notes due 2021, and Floating Rate Senior Notes due 2022, among Kraft Heinz Foods Company, as issuer, The Kraft Heinz Company, as guarantor, and Deutsche Bank Trust Company Americas, as trustee, paying agent, security registrar, and calculation agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No. 001-37482), filed on August 10, 2017).
4.22						Form of Floating Rate Senior Notes due 2019, Floating Rate Senior Notes due 2021, and Floating Rate Senior Notes due 2022 (included in Exhibit 4.28).
4.23						Seventh Supplemental Indenture, dated June 15, 2018, relating to the 3.375% Senior Notes due 2021, 4.000% Senior Notes due 2023, and 4.625% Senior Notes due 2029, among Kraft Heinz Foods Company, as issuer, The Kraft Heinz Company, as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No. 001-37482), filed on June 15, 2018).
4.24						Form of 3.375% Senior Notes due 2021, 4.000% Senior Notes due 2023, and 4.625% Senior Notes due 2029 (included in Exhibit 4.30).
4.25						Description of Kraft Heinz Securities registered under Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.32 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018 (File No. 001-37482), filed on June 7, 2019).
4.26						Eighth Supplemental Indenture, dated September 25, 2019, relating to the 3.750% Senior Notes due 2030, 4.625% Senior Notes due 2039, and 4.875% Senior Notes due 2049, among Kraft Heinz Foods Company, as issuer, The Kraft Heinz Company, as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No. 001-37482), filed on September 25, 2019).
4.27						Form of 3.750% Senior Notes due 2030, 4.625% Senior Notes due 2039, and 4.875% Senior Notes due 2049 (included in Exhibit 4.33).
4.28						Registration Rights Agreement, dated September 25, 2019, among Kraft Heinz Foods Company, The Kraft Heinz Company, as guarantor, and BofA Securities, Inc., Citigroup Global Markets Inc., and Wells Fargo Securities, LLC, as representatives of the other initial purchasers (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K (File No. 001-37482), filed on September 25, 2019).
4.29						Ninth Supplemental Indenture, dated May 18, 2020, relating to the 3.875% Senior Notes due 2027, 4.250% Senior Notes due 2031, and 5.500% Senior Notes due 2050, among Kraft Heinz Foods Company, as issuer, The Kraft Heinz Company, as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No. 001-37482), filed on May 18, 2020).
4.30						Form of 3.875% Senior Notes due 2027, 4.250% Senior Notes due 2031, and 5.500% Senior Notes due 2050 (included in Exhibit 4.36).

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4.31						Registration Rights Agreement, dated May 18, 2020, among Kraft Heinz Foods Company, The Kraft Heinz Company, as guarantor, and J.P. Morgan Securities LLC, as representative of the other initial purchasers (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K (File No. 001-37482), filed on May 18, 2020).
10.1						Tax Sharing and Indemnity Agreement, dated September 27, 2012, between Kraft Foods Inc. and Kraft Foods Group, Inc. (incorporated by reference to Exhibit 10.3 of Amendment No. 1 to Kraft Foods Group, Inc.’s Registration Statement on Form S-4 (File No. 333-184314), filed on October 26, 2012).
10.2						Form of Kraft Foods Group, Inc. 2012 Performance Incentive Plan Global Stock Option Award Agreement (incorporated by reference to Exhibit 10.1 of Kraft Foods Group, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 29, 2014 (File No. 001-35491), filed on May 2, 2014).+
10.3						Form of Kraft Foods Group, Inc. 2012 Performance Incentive Plan Global Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.3 of Kraft Foods Group, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 29, 2014 (File No. 001-35491) filed on May 2, 2014).+
10.4						H.J. Heinz Holding Corporation 2013 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 of Amendment No. 4 to H.J. Heinz Holding Corporation’s Registration Statement on Form S-4 (File No. 333-203364), filed on May 29, 2015).+
10.5						Amendments to the H. J. Heinz Holding Corporation 2013 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6 of the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2016 (File No. 001-37482), filed on March 3, 2016).+
10.6						Form of H.J. Heinz Holding Corporation 2013 Omnibus Incentive Plan Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.2 of Amendment No. 4 to H.J. Heinz Holding Corporation’s Registration Statement on Form S-4 (File No. 333-203364), filed on May 29, 2015).+
10.7						Kraft Foods Group, Inc. Deferred Compensation Plan for Non-Management Directors (incorporated by reference to Exhibit 4.3 of Kraft Foods Group, Inc.’s Registration Statement on Form S-8 (File No. 333-183867) filed on September 12, 2012).+
10.8						Kraft Foods Group, Inc. 2012 Performance Incentive Plan (incorporated by reference to Exhibit 4.3 of Kraft Foods Group, Inc.’s Registration Statement on Form S-8 (File No. 333-183868) filed on September 12, 2012). +
10.9						Settlement Agreement, dated June 22, 2015, between Mondelez International Inc. and Kraft Foods Group, Inc. (incorporated by reference to Exhibit 10.1 of Kraft Foods Group, Inc.’s Current Report on Form 8-K (File No. 001-35491), filed on June 24, 2015).
10.10						Subscription Agreement, dated June 30, 2015, among 3G Global Food Holdings LP, Berkshire Hathaway Inc., and H.J. Heinz Holding Corporation (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-37482), filed on July 2, 2015).
10.11						Credit Agreement, dated July 6, 2015, among The Kraft Heinz Company, Kraft Heinz Foods Company, the initial lenders and issuing banks party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and J.P. Morgan Europe Limited, as London agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-37482), filed on July 6, 2015).
10.12						First Amendment, dated May 4, 2016, to the Credit Agreement dated July 6, 2015, among The Kraft Heinz Company, Kraft Heinz Foods Company, as a borrower and a guarantor, the banks, financial institutions and other institutional lenders party thereto, the issuing banks, JPMorgan Chase Bank, N.A., as administrative agent, and J.P. Morgan Europe Limited, as London agent for the lenders (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-37482), filed on May 6, 2016).
10.13						The Kraft Heinz Company 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 3, 2016 (File No. 001-37482), filed on May 5, 2016).+
10.14						Form of The Kraft Heinz Company 2016 Omnibus Incentive Plan Non-Qualified Stock Option Award Agreement, as amended and restated (incorporated by reference to Exhibit 10.15 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018 (File No. 001-37482), filed on June 7, 2019).+
10.15						Form of The Kraft Heinz Company 2016 Omnibus Incentive Plan Matching Restricted Stock Unit Award Agreement, as amended and restated (incorporated by reference to Exhibit 10.16 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018 (File No. 001-37482), filed on June 7, 2019).+
10.16						Form of The Kraft Heinz Company 2016 Omnibus Incentive Plan Restricted Stock Unit Award Agreement, as amended and restated (incorporated by reference to Exhibit 10.17 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018 (File No. 001-37482), filed on June 7, 2019).+
10.17						Form of The Kraft Heinz Company 2016 Omnibus Incentive Plan Performance Share Award Notice (2017), as amended and restated (incorporated by reference to Exhibit 10.18 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018 (File No. 001-37482), filed on June 7, 2019).+
10.18						Form of The Kraft Heinz Company 2016 Omnibus Incentive Plan Performance Share Award Notice (2018), as amended and restated (incorporated by reference to Exhibit 10.19 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018 (File No. 001-37482), filed on June 7, 2019).+

119


10.19						Second Amendment, dated June 15, 2018, to the Credit Agreement dated July 6, 2015, among The Kraft Heinz Company, Kraft Heinz Foods Company, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and J.P. Morgan Europe Limited, as London agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-37482), filed on June 15, 2018).
10.20						Offer of Employment Letter, dated July 1, 2019, between The Kraft Heinz Company and Miguel Patricio (incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 29, 2019 (File No. 001-37482), filed on August 13, 2019).+
10.21						Offer of Continued Employment Letter, dated September 6, 2019, between The Kraft Heinz Company and George Zoghbi (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 28, 2019 (File No. 001-37482), filed on October 31, 2019).+
10.22						Form of The Kraft Heinz Company 2016 Omnibus Incentive Plan Non-Qualified Stock Option Agreement, as amended and restated (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 28, 2019 (File No. 001-37482), filed on October 31, 2019).+
10.23						Form of The Kraft Heinz Company 2016 Omnibus Incentive Plan Restricted Stock Unit Award Agreement, as amended and restated (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 28, 2019 (File No. 001-37482), filed on October 31, 2019).+
10.24						Form of The Kraft Heinz Company 2016 Omnibus Incentive Plan Performance Share Award Notice (2019), as amended and restated (incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 28, 2019 (File No. 001-37482), filed on October 31, 2019).+
10.25						Letter Agreement, dated March 23, 2020, relating to the extension of the Credit Agreement dated July 6, 2015, among The Kraft Heinz Company, Kraft Heinz Foods Company, JPMorgan Chase Bank, N.A., as administrative agent, and the revolving lenders party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-37482), filed on March 24, 2020).
10.26						The Kraft Heinz Company 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.1 of the Company’s Registration Statement on Form S-8 (File No. 333-238073), filed on May 7, 2020).+
10.27						Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 26, 2021 (File No. 001-37482), filed on August 4, 2021).+
10.28						Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Performance Share Award Notice (incorporated by reference to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 26, 2021 (File No. 001-37482), filed on August 4, 2021).+
10.29						Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Performance Share Award Notice (Bands) (incorporated by reference to Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 26, 2021 (File No. 001-37482), filed on August 4, 2021).+
10.30						Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.5 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 26, 2021 (File No. 001-37482), filed on August 4, 2021).+
10.31						Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Restricted Stock Unit Award Agreement for Bands B02-B09 (incorporated by reference to Exhibit 10.6 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 26, 2021 (File No. 001-37482), filed on August 4, 2021).+
10.32						Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Matching Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.7 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 26, 2021 (File No. 001-37482), filed on August 4, 2021).+
10.33						Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Deferred Stock Award Agreement (incorporated by reference to Exhibit 10.8 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 26, 2021 (File No. 001-37482), filed on August 4, 2021).+
10.34						Commitment Increase Amendment, dated October 9, 2020, to the Credit Agreement dated July 6, 2015, among The Kraft Heinz Company, Kraft Heinz Foods Company, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and J.P. Morgan Europe Limited, as London agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-37482), filed on October 13, 2020).
10.35						Letter Agreement, dated April 9, 2021, relating to the extension of the Credit Agreement dated July 6, 2015, among The Kraft Heinz Company, Kraft Heinz Foods Company, the banks, financial institutions, and other institutional lenders party thereto, the issuing banks, JPMorgan Chase Bank, N.A., as administrative agent, and J.P. Morgan Europe Limited, as London agent for the lenders (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-37482), filed on April 12, 2021).
21.1						List of subsidiaries of The Kraft Heinz Company.*
22.1						List of Guarantor Subsidiaries.*
23.1						Consent of PricewaterhouseCoopers LLP.*
24.1						Power of Attorney.*
31.1						Certification of Chief Executive Officer pursuant to Rule 13a 14(a)/15d 14(a) of the Securities Exchange Act of 1934.*
31.2						Certification of Chief Financial Officer pursuant to Rule 13a 14(a)/15d 14(a) of the Securities Exchange Act of 1934.*

120


32.1						Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2						Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.1						The following materials from The Kraft Heinz Company’s Annual Report on Form 10-K for the period ended December 25, 2021 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Equity, (v) the Consolidated Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements, and (vii) document and entity information.*
104.1						The cover page from The Kraft Heinz Company’s Annual Report on Form 10-K for the period ended December 25, 2021, formatted in inline XBRL.*

+						Indicates a management contract or compensatory plan or arrangement.
*						Filed herewith.
**						Furnished herewith.

Item 16. Form 10-K Summary.

None.

121

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		The Kraft Heinz Company
Date:	February 17, 2022
		By:	/s/ *Paulo Basilio*
			Paulo Basilio
			Executive Vice President and Global Chief Financial Officer
			(Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated:

Signature

Title

Date

/s/ Miguel Patricio

Chief Executive Officer and Director

Miguel Patricio

(Principal Executive Officer)

/s/ Paulo Basilio

Executive Vice President and Global Chief Financial Officer

Paulo Basilio

(Duly Authorized Officer and Principal Financial Officer)

/s/ Vince Garlati

Vice President, Global Controller