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What changed in Kraft Heinz's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Kraft Heinz's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+374 added−405 removedSource: 10-K (2026-02-12) vs 10-K (2025-02-13)

Top changes in Kraft Heinz's 2025 10-K

374 paragraphs added · 405 removed · 293 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

45 edited+12 added−13 removed29 unchanged
Biggest changeNet Sales by Platform: Net sales by platform as a percentage of consolidated net sales for the periods presented were: December 28, 2024 December 30, 2023 December 31, 2022 ACCELERATE Taste Elevation 44 % 44 % 41 % Easy Ready Meals 18 % 18 % 19 % Substantial Snacking 5 % 5 % 6 % PROTECT Desserts 4 % 4 % 4 % Hydration 9 % 9 % 9 % BALANCE Cheese 7 % 7 % 7 % Coffee 3 % 3 % 3 % Meats 8 % 8 % 9 % Other 2 % 2 % 2 % Seasonality Although crops constituting certain of our raw food ingredients are harvested on a seasonal basis, the majority of our products are produced throughout the year.
Biggest changeThe role of a platform may also vary by reportable segment and market. 3 Net Sales by Platform: Net sales by platform as a percentage of consolidated net sales for the periods presented were: December 27, 2025 December 28, 2024 December 30, 2023 ACCELERATE Taste Elevation 45 % 44 % 44 % Easy Ready Meals 17 % 17 % 17 % Substantial Snacking 6 % 6 % 6 % PROTECT Desserts 5 % 4 % 4 % Hydration 8 % 9 % 9 % BALANCE Cheese 7 % 7 % 7 % Coffee 3 % 3 % 3 % Meats 8 % 8 % 8 % Other 1 % 2 % 2 % The net sales by platform for the years ended December 28, 2024 and December 30, 2023 presented in the table above has been corrected to conform to our previously disclosed platform definitions.
Research and Development Our research and development efforts focus on achieving the following four objectives: • product innovations, renovations, and new technologies to meet changing consumer needs, support our environmental and sustainability goals, and drive growth; • world-class and uncompromising food safety, quality, and consistency; • superior, consumer-preferred product and package performance; and • continuous process, product, and supply chain optimization and productivity initiatives.
Research and Development Our research and development efforts focus on achieving the following four objectives: • product innovations, renovations, and new technologies to meet changing consumer needs, drive growth, and support our environmental and sustainability goals; • world-class and uncompromising food safety, quality, and consistency; • superior, consumer-preferred product and package performance; and • continuous process, product, and supply chain optimization and productivity initiatives.
In our agreements with an affiliate of Groupe Lactalis (“Lactalis”), we granted the other party various licenses to use certain of our and their respective intellectual property rights in perpetuity, including perpetual licenses for the Kraft and Velveeta brands for certain cheese products. We also own numerous patents worldwide.
In our agreements with an affiliate of Groupe Lactalis (“Lactalis”), we granted the other party various licenses to use certain of our and their respective intellectual property rights in perpetuity, including perpetual licenses for the Kraft and Velveeta brands for certain cheese products. 1 We also own numerous patents worldwide.
In addition, we purchase and use significant quantities of plastics, cardboard, resin, glass, and metal to package our products, and we use electricity, diesel fuel, and natural gas in the manufacturing and distribution of our products. For commodities that we use across many of our product categories we coordinate sourcing requirements and centralize procurement to leverage our scale.
In addition, we purchase and use significant quantities of plastics, resin, cardboard, glass, paper and metal to package our products, and we use electricity, diesel fuel, and natural gas in the manufacturing and distribution of our products. For commodities that we use across many of our product categories we coordinate sourcing requirements and centralize procurement to leverage our scale.
Raw Materials and Packaging: We manufacture (and contract for the manufacture of) our products from a wide variety of raw materials. We purchase and use large quantities of commodities, including dairy products, meat products, tomato products, sugar and other sweeteners, soybean and vegetable oils, coffee beans, wheat and processed grains, eggs, and other fruits and vegetables to manufacture our products.
Raw Materials and Packaging: We manufacture (and contract for the manufacture of) our products from a wide variety of raw materials. We purchase and use large quantities of commodities, including dairy products, meat products, sugar and other sweeteners, coffee, tomato products, soybean and vegetable oils, eggs, other fruits and vegetables, and wheat and processed grains to manufacture our products.
Driven by our Value We champion great people , we support our employees’ health, safety, and professional development and reward outstanding and differentiated performance at every level. Our rewards strategies (compensation, benefits, recognition, and wellbeing) aim to help our employees help themselves to LiveWell.
Driven by our Value We champion great people , we support our employees’ health, safety, and professional development and reward outstanding and differentiated performance at every level. Our rewards strategies (compensation, benefits, recognition, and wellbeing) aim to empower our employees to help themselves to LiveWell.
Based on information currently available, we believe that the ultimate resolution of existing environmental remediation actions and our general compliance with environmental laws and regulations will not have a material effect on our earnings or financial condition.
Based on information currently available, we believe that the ultimate resolution of existing environmental remediation actions and our 4 general compliance with environmental laws and regulations will not have a material effect on our earnings or financial condition.
The prices of raw materials that we use in our products are affected by external factors, such as global competition for resources, currency fluctuations, severe weather or global climate change, pandemics, geopolitical conflicts, consumer, industrial, or investment demand, and changes in governmental regulation and trade, tariffs, alternative energy, and agricultural programs.
The prices of raw materials that we use in our products are affected by external factors, such as global competition for resources, currency fluctuations, severe weather, including the impacts of global climate change, pandemics, geopolitical conflicts, consumer, industrial, or investment demand, and changes in governmental regulation and trade, tariffs, alternative energy, and agricultural programs.
Smucker Company, a food and beverage company. Senior Vice President, Sales (2017 to April 2020) at Campbell. Flávio Barros Torres, Executive Vice President and Global Chief Supply Chain Officer 55 Executive Vice President and Global Chief Supply Chain Officer (since December 2021); and Head of Global Operations (January 2020 to December 2021).
Smucker Company, a food and beverage company. Senior Vice President, Sales (2017 to April 2020) at Campbell. Flávio Barros Torres, Executive Vice President and Global Chief Supply Chain Officer 56 Executive Vice President and Global Chief Supply Chain Officer (since December 2021); and Head of Global Operations (January 2020 to December 2021).
Cory Onell, Executive Vice President and Chief Omnichannel Sales and Asian Emerging Markets Officer 51 Executive Vice President and Chief Omnichannel Sales and Asian Emerging Markets Officer (since December 2023) and Chief Sales Officer, U.S. (August 2020 to December 2023). Senior Vice President and Head of U.S. Retail Sales (April to July 2020) at The J. M.
Cory Onell, Executive Vice President and Chief Omnichannel Sales and Asian Emerging Markets Officer 52 Executive Vice President and Chief Omnichannel Sales and Asian Emerging Markets Officer (since December 2023) and Chief Sales Officer, U.S. (August 2020 to December 2023). Senior Vice President and Head of U.S. Retail Sales (April to July 2020) at The J. M.
Andre Maciel, Executive Vice President and Global Chief Financial Officer 50 Executive Vice President and Global Chief Financial Officer (since March 2022); Senior Vice President, U.S. Chief Financial Officer, and Head of Digital Transformation (September 2019 to March 2022); Managing Director, Continental Europe (January to August 2019); Chief Financial Officer, U.S. (2017 to January 2019); and Head of U.S.
Andre Maciel, Executive Vice President and Global Chief Financial Officer 51 Executive Vice President and Global Chief Financial Officer (since March 2022); Senior Vice President, U.S. Chief Financial Officer, and Head of Digital Transformation (September 2019 to March 2022); Managing Director, Continental Europe (January to August 2019); Chief Financial Officer, U.S. (2017 to January 2019); and Head of U.S.
Pedro Navio, Executive Vice President and President, North America 44 Executive Vice President and President, North America (since December 2023); President – Taste, Meals, and Away From Home (March 2022 to December 2023); President, Latin America (November 2019 to February 2022); and President, Brazil (2017 to November 2019).
Pedro Navio, Executive Vice President and President, North America 45 Executive Vice President and President, North America (since December 2023); President – Taste, Meals, and Away From Home (March 2022 to December 2023); President, Latin America (November 2019 to February 2022); and President, Brazil (2017 to November 2019).
Angel Willis Executive Vice President, Global General Counsel and Corporate Affairs Officer 54 Executive Vice President, Global General Counsel and Corporate Affairs Officer (since November 2024); and Vice President, General Counsel and Secretary (January 2019 to November 2024) at Sealed Air Corporation, a global provider of packaging solutions. 6 Available Information Our website address is www.kraftheinzcompany.com .
Angel Willis Executive Vice President, Global General Counsel and Corporate Affairs Officer 55 Executive Vice President, Global General Counsel and Corporate Affairs Officer (since November 2024); and Vice President, General Counsel and Secretary (January 2019 to November 2024) at Sealed Air Corporation, a global provider of packaging solutions. Available Information Our website address is www.kraftheinzcompany.com .
To help us evaluate how effective our safety efforts are in lowering incidents rates, we use a Total Recordable Incident Rate (“TRIR”). TRIR is a medical incident rate based on the U.S. Occupational Safety and Health Administration (“OSHA”) record-keeping criteria (injuries per 200,000 hours). Our TRIR globally was 0.39 in 2024 and 0.53 in 2023.
To help us evaluate how effective our safety efforts are in lowering incidents rates, we use a Total Recordable Incident Rate (“TRIR”). TRIR is a medical incident rate based on the U.S. Occupational Safety and Health Administration (“OSHA”) record-keeping criteria (injuries per 200,000 hours). Our TRIR globally was 0.40 in 2025 and 0.39 in 2024.
Item 1. Business. General We are driving transformation at The Kraft Heinz Company (Nasdaq: KHC), inspired by our Purpose, Let’s Make Life Delicious . Consumers are at the center of everything we do. With 2024 net sales of approximately $26 billion, we are committed to growing our iconic and emerging food and beverage brands on a global scale.
Item 1. Business. General We are driving transformation at The Kraft Heinz Company (Nasdaq: KHC), inspired by our Purpose, Let’s Make Life Delicious . Consumers are at the center of everything we do. With 2025 net sales of approximately $25 billion, we are committed to growing our iconic and emerging food and beverage brands on a global scale.
We are involved in a number of active proceedings in the United States under CERCLA (and other state actions under similar legislation) related to certain closed, inactive, or divested operations for which we retain liability. As of December 28, 2024, we had accrued an amount we deemed appropriate for environmental remediation.
We are involved in a number of active proceedings in the United States under CERCLA (and other state actions under similar legislation) related to certain closed, inactive, or divested operations for which we retain liability. As of December 27, 2025, we had accrued an amount we deemed appropriate for environmental remediation.
Wellbeing and Safety: Our employees’ health, safety, and wellbeing are a top priority. We establish and administer company-wide policies and processes to protect the health, safety, and security of our employees, subcontractors, and all those who visit our facilities, and to comply with applicable regulations. We review and monitor our performance closely to drive improvement.
We establish and administer company-wide policies and processes to protect the health, safety, and security of our employees, subcontractors, and all those who visit our facilities, and to comply with applicable regulations. We review and monitor our performance closely to drive improvement.
Commercial Finance (2015 to 2017). Diana Frost, Global Chief Growth Officer 42 Global Chief Growth Officer (since December 2023); Chief Growth Officer, North America (August to December 2023); Head of North America Disruption and Canada Chief Marketing Officer (January to August 2022); and Chief Growth Officer, Canada (September 2020 to December 2021).
Diana Frost, Global Chief Growth Officer 43 Global Chief Growth Officer (since December 2023); Chief Growth Officer, North America (August to December 2023); Head of North America Disruption and Canada Chief Marketing Officer (January to August 2022); and Chief Growth Officer, Canada (September 2020 to December 2021).
Heinz Company changed its name to Kraft Heinz Foods Company (“KHFC”). 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.
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.
While these factors influence our quarterly net sales, operating income/(loss), and cash flows at the product level, unless the timing of such events shift period-over-period (e.g., a shift in Easter timing), this seasonality does not typically have a significant effect on our consolidated results of operations or segment results. 3 Government Regulation The manufacture and sale of consumer food and beverage products is highly regulated.
While these factors influence our quarterly net sales, operating income/(loss), and cash flows at the product level, unless the timing of such events shift period-over-period (e.g., a shift in Easter timing), this seasonality does not typically have a significant effect on our consolidated results of operations or segment results.
In 2024, the five largest customers in our North America segment accounted for approximately 46% of North America segment net sales, the five largest customers in our International Developed Markets segment accounted for approximately 28% of International Developed Markets net sales, and the five largest customers in Emerging Markets accounted for approximately 12% of Emerging Markets net sales.
In 2025, the five largest customers in our North America segment accounted for approximately 46% of North America segment net sales, the five largest customers in our International Developed Markets segment accounted for approximately 27% of International Developed Markets net sales, and the five largest customers in Emerging Markets accounted for approximately 15% of Emerging Markets net sales.
Our 2024 fiscal year was a 52-week period that ended on December 28, 2024, our 2023 fiscal year was a 52-week period that ended on December 30, 2023, and our 2022 fiscal year was a 53-week period that ended on December 31, 2022.
Our 2025 fiscal year was a 52-week period that ended on December 27, 2025, our 2024 fiscal year was a 52-week period that ended on December 28, 2024, and our 2023 fiscal year was a 52-week period that ended on December 30, 2023.
Our Employee Value Proposition is built on three core pillars: • We develop people for greatness, unlocking their full potential through continuous learning and growth opportunities. • We nurture an ownership-centric culture, encouraging people to act with autonomy and treat our business as their own. • We drive impact by challenging the status quo, celebrating differences, and sparking innovation in pursuit of leading the future of food.
Our Employee Value Proposition is built on four core pillars: • We develop people for greatness, unlocking their full potential through continuous learning and growth opportunities. • We nurture an ownership-centric culture, encouraging people to act with autonomy and treat our business as their own. • We drive impact by challenging the status quo, celebrating differences, and sparking innovation in pursuit of leading the future of food. • We foster accountability through a streamlined corporate structure, disciplined cost management, the use of agile pods, and strategic AI adoption.
Our business operations, including the production, transportation, storage, distribution, sale, display, advertising, marketing, labeling, quality, and safety of our products and their ingredients, and our occupational safety, health, and privacy practices, are subject to various laws and regulations.
Government Regulation The manufacture and sale of consumer food and beverage products is highly regulated. Our business operations, including the production, transportation, storage, distribution, sale, display, advertising, marketing, labeling, quality, nutritional value, and safety of our products and their ingredients, and our occupational safety, health, and privacy practices, are subject to various laws, regulations and executive orders.
See Note 20, Segment Reporting , in Item 8, Financial Statements and Supplementary Data , for our geographic financial information by segment. Resources Trademarks and Intellectual Property: Our trademarks are material to our business and are among our most valuable assets.
Our remaining operating segments, consisting of WEEM and AEM, are combined and disclosed as Emerging Markets. See Note 21, Segment Reporting , in Item 8, Financial Statements and Supplementary Data , for our geographic financial information by segment. Resources Trademarks and Intellectual Property: Our trademarks are material to our business and are among our most valuable assets.
The plans are designed to be market competitive and data-driven to promote our high-performance and results-oriented growth culture and realize our Purpose to Make Life Delicious for employees and their families.
We believe in recognizing and rewarding our people on their achievements and impact as they grow their careers with us. The plans are designed to be market competitive and data-driven to promote our high-performance and results-oriented growth culture and realize our Purpose to Make Life Delicious for employees and their families.
As of December 28, 2024, we manage our sales portfolio through eight consumer-driven product platforms. A platform is a lens created for the portfolio based on a grouping of consumer needs and includes the following for Kraft Heinz: Taste Elevation, Easy Ready Meals, Substantial Snacking, Desserts, Hydration, Cheese, Coffee and Meats. Taste Elevation includes condiments, sauces, dressings, and spreads.
A platform is a lens created for the portfolio based on a grouping of consumer needs and includes the following for Kraft Heinz: Taste Elevation, Easy Ready Meals, Substantial Snacking, Desserts, Hydration, Cheese, Coffee and Meats. Taste Elevation includes condiments, sauces, dressings, and spreads. Easy Ready Meals includes Kraft Mac & Cheese varieties, frozen potato products, and other frozen meals.
Easy Ready Meals includes Kraft Mac & Cheese varieties, frozen potato products, and other frozen meals. Substantial Snacking includes Lunchables meal kits, frozen snacks, and pickles. Desserts includes dry packaged desserts, refrigerated ready to eat desserts, and other dessert toppings. Hydration includes ready to drink beverages, powdered beverages, and liquid concentrates. Cheese includes American sliced and recipe cheeses.
Substantial Snacking includes Lunchables meal kits, frozen snacks, and pickles. Desserts includes dry packaged desserts, refrigerated ready to eat desserts, and other dessert toppings. Hydration includes ready to drink beverages, powdered beverages, and liquid concentrates. Cheese includes American sliced and recipe cheeses. Coffee includes mainstream coffee, coffee pods, and premium coffee. Meats include cold cuts, bacon, and hot dogs.
While our patent portfolio is material to our business, the loss of one patent or a group of related patents would not have a material adverse effect on our business. 1 Our issued patents extend for varying periods according to the date of the patent application filing or grant and the legal term of patents in the various countries where patent protection is obtained.
Our issued patents extend for varying periods according to the date of the patent application filing or grant and the legal term of patents in the various countries where patent protection is obtained.
Learning and Development: Through Ownerversity, our Kraft Heinz learning ecosystem, we provide learning opportunities for each of our employees, designed to inspire and grow talent within Kraft Heinz while developing employees’ skills and competencies to help them navigate their career journey.
Our global LiveWell program focuses on four wellbeing elements — physical, emotional, financial, and social health — and provides specific programs and resources to support our employees and their families within each of these areas. 5 Learning and Development: Through Ownerversity, our Kraft Heinz learning ecosystem, we provide learning opportunities for each of our employees, designed to inspire and grow talent within Kraft Heinz while developing employees’ skills and competencies to help them navigate their career journey.
Significant trademarks by segment based on net sales in 2024 were: Majority Owned and Licensed Trademarks North America Kraft, Oscar Mayer, Heinz, Philadelphia, Lunchables, Velveeta, Ore-Ida, Capri Sun*, Maxwell House, Kool-Aid, Jell-O International Developed Markets Heinz, Golden Circle, Wattie’s, Plasmon Emerging Markets (a) Heinz, ABC, Master, Quero, Kraft, Pudliszki (a) Emerging Markets represents the aggregation of our WEEM and AEM operating segments. *Used under license.
Significant trademarks by segment based on net sales in 2025 were: Majority Owned and Licensed Trademarks North America Kraft, Oscar Mayer, Heinz, Philadelphia, Lunchables, Velveeta, Ore-Ida, Capri Sun*, Maxwell House, Kool-Aid, Jell-O International Developed Markets Heinz, Golden Circle, Plasmon (a) , Wattie’s Emerging Markets (b) Heinz, Master, ABC, Quero, Kraft, Pudliszki (a) On December 31, 2025, in the first quarter of our fiscal year 2026, we divested our infant and specialty food business in Italy, which included our intellectual property rights to the Plasmon brand.
Vice President Procurement & Sustainability Middle Americas Zone (2016 to July 2019) at Anheuser-Busch InBev SA/NV (“AB InBev”), a multinational drink and brewing holdings company.
Global Operations Vice President (2017 to 2019) at Anheuser-Busch InBev SA/NV, a multinational drink and brewing holdings company.
Guided by our Values, we conduct a global engagement survey annually to provide employees with an opportunity to share anonymous feedback with management across a variety of topic areas.
Guided by our Values, we conduct a global engagement survey annually to provide employees with an opportunity to share anonymous feedback with management across a variety of topic areas. The results and comments are reviewed by the Board, senior leadership, managers, and human resources to help determine where actions are needed to support our people and teams.
Ethics and Transparency: The Kraft Heinz Ethics Helpline is available to our partners, suppliers, customers, and consumers to ask questions or report potential violations of various policies and ethical guidelines, including our Code of Conduct, Supplier Guiding Principles, and Global Human Rights Policy.
Ethics and Transparency: The Kraft Heinz Ethics Helpline is available to our partners, suppliers, customers, and consumers to ask questions or report potential violations of various policies and ethical guidelines, including our Code of Conduct, Supplier Guiding Principles, and Global Human Rights Policy. 6 Information about our Executive Officers The following are our executive officers as of February 7, 2026: Name and Title Age Business Experience in the Past Five Years Steve Cahillane, Chief Executive Officer and Director 60 Chief Executive Officer (since January 2026).
Further, each platform is assigned a role within our business to help inform our resource allocation and investment decisions, which are made at the operating segment level. These roles include Accelerate, Protect, and Balance. The role of a platform may also vary by reportable segment and market.
The platforms are modular and configurable by reportable segment and market and help us to manage and organize our business effectively by providing insight into our various product categories and brands. Further, each platform is assigned a role within our business to help inform our resource allocation and investment decisions, which are made at the operating segment level.
Our largest customer, Walmart Inc., represented approximately 21% of our net sales in 2024, 2023, and 2022. Both of our reportable segments have sales to Walmart Inc. In the first quarter of 2024, we changed the way we manage our product portfolio to align with our future growth strategy.
Our largest customer, Walmart Inc., represented approximately 21% of our net sales in 2025, 2024, and 2023. Both of our reportable segments have sales to Walmart Inc. As of December 27, 2025, we manage our sales portfolio through eight consumer-driven product platforms.
Over the past decade, we have been on a journey to create a workplace that resembles the consumers that we serve and provide delicious innovations that better serve our people, business, and communities. We have made significant progress, learned a lot, and plan to build on our successes as we set the table for the future.
Over the past decade, we have been on a journey to create a workplace that resembles the consumers that we serve and provide delicious innovations that better serve our people, business, and communities. We believe our culture sets us apart and underpins our efforts to strengthen the employee value proposition, which we view as important to future success.
Subsequently, we manage our operating results through four operating segments. We have two reportable segments defined by geographic region: North America and International Developed Markets. Our remaining operating segments, consisting of WEEM and AEM, are combined and disclosed as Emerging Markets.
Reportable Segments: We manage our operating results through four operating segments: North America, Europe and Pacific Developed Markets (“EPDM” or “International Developed Markets”), West and East Emerging Markets (“WEEM”), and Asia Emerging Markets (“AEM”). We have two reportable segments defined by geographic region: North America and International Developed Markets.
They represent the expectations we have for ourselves and the environment we aspire to create for our Company. We recognize that our ownership-centric culture is vital to our overall success and a key competitive advantage. Our people are at the heart of who we are at Kraft Heinz.
They represent the expectations we have for ourselves and the environment we aspire to create for our Company. Our people are at the heart of who we are at Kraft Heinz. We drive growth through high accountability, development and career opportunities, empowerment, and autonomy.
We strive to channel our employees’ passion, curiosity, and attitude to make an impact on our future and our legacy by leading as learners, acting as owners, and being change agents. Our Board of Directors (“Board”), through the Human Capital and Compensation Committee, oversees our human resources strategy and key policies.
We recognize and reward outstanding and differentiated performance at every level, creating a true spirit of ownership, ambition, and meritocracy. We strive to channel our employees’ passion, curiosity, and attitude to make an impact on our future and our legacy by leading as learners, acting as owners, and being change agents.
We sell certain products under brands we license from third parties. In 2024, brands used under licenses from third parties included Capri Sun packaged drink pouches for sale in our North America segment. We also grant certain licenses to third parties to use our intellectual property rights in select jurisdictions.
We also grant certain licenses to third parties to use our intellectual property rights in select jurisdictions.
Total Rewards includes compensation elements of base pay and wages and incentives, healthcare, savings and insurance plans, wellbeing plans, employee recognition programs, and other voluntary elected benefits. Kraft Heinz is a great place for those who dare to win in a challenging, meritocratic, ambitious, and engaging environment.
Rewards and Compensation: Our Total Rewards philosophy is to provide a meaningful and flexible spectrum of programs that support our workforce and their families, and complement Kraft Heinz’ strategy and values. Total Rewards includes compensation elements of base pay and variable pay, healthcare, savings and insurance plans, wellbeing plans, employee recognition programs, and other voluntary elected benefits.
Engagement: We are committed to attracting, developing, and retaining world-class talent and creating an engaging and inclusive culture that embodies our Purpose, Dream, Values, and Leadership Principles. As of December 28, 2024, Kraft Heinz had approximately 36,000 employees globally.
Our Board of Directors (“Board”), through the Human Capital and Compensation Committee, oversees our human resources strategy and key policies. Engagement and Culture: We are committed to attracting, developing, and retaining world-class talent and creating an engaging and inclusive culture that embodies our Values.
We believe our culture is the secret sauce that sets us apart and drives our success. It is the key ingredient that unites us as a Community of Owners, fosters a sense of belonging, and inspires us to lead the future of food. It is the foundation of our employee value proposition. We grow our people to grow our business.
It fosters a Community of Owners, promotes a sense of belonging, and inspires us to lead the future of food. Wellbeing and Safety: Our employees’ health, safety, and wellbeing are a top priority.
In 2024, we experienced moderate inflation in our supply chain costs compared to the prior year period, which we expect to continue through 2025. While inflationary pressures within procurement, manufacturing, and logistics costs had a negative impact on our results of operations, we experienced increased stability of these costs as compared to the prior year period.
In 2025, we experienced increased inflationary pressures in our supply chain costs compared to the prior year period, due in part to the tariff and trade policy actions taken by the United States and foreign governments during the year. We expect these inflationary trends to moderate through 2026, although there continues to be significant uncertainty.
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Reportable Segments: In the first quarter of 2024, we divided our International segment into three operating segments — Europe and Pacific Developed Markets (“EPDM” or “International Developed Markets”), West and East Emerging Markets (“WEEM”), and Asia Emerging Markets (“AEM”) — to enable enhanced focus on the different strategies required for each of these regions as part of our long-term strategic plan.
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Heinz Company changed its name to Kraft Heinz Foods Company (“KHFC”). On September 2, 2025, we announced our intention to separate our company into two independent publicly traded companies through a tax-free spin-off (the “Separation”). On February 11, 2026, we announced that the Kraft Heinz Board of Directors (the “Board”) has decided to pause work related to the Separation.
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Coffee includes mainstream coffee, coffee pods, and premium coffee. Meats includes cold cuts, bacon, and hot dogs. The platforms are modular and configurable by reportable segment and market and help us to manage and organize our business effectively by providing insight into our various product categories and brands.
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If work related to the Separation is resumed, the Separation would be subject to the satisfaction of customary conditions, including final approval by the Board, receipt of favorable tax opinions of our U.S. tax advisors with respect to the tax-free nature of the Separation, and the effectiveness of appropriate filings with the U.S. Securities and Exchange Commission.
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Human Capital Management We are driven by our Purpose– Let’s make life delicious , our Company Dream— To be the leader in elevating and creating food that makes you feel good, and our Values and Leadership Principles. Those elements represent the foundation upon which our culture is built.
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See Note 5, Acquisitions and Divestitures , for additional information. (b) Emerging Markets represents the aggregation of our WEEM and AEM operating segments. *Used under license. We sell certain products under brands we license from third parties. In 2025, brands used under licenses from third parties included Capri Sun packaged drink pouches for sale in our North America segment.
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We drive growth through high accountability, development and career opportunities, empowerment, and autonomy. We recognize and reward outstanding and differentiated performance at every level, creating a true spirit of ownership, ambition, and meritocracy.
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While our patent portfolio is material to our business, the loss of one patent or a group of related patents would not have a material adverse effect on our business.
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The results and comments are reviewed by the Board, senior leadership, managers, and human resources to help determine where changes are needed to support our people and teams. 4 Our November 2024 survey showed that we hit an all-time high for employee engagement since the 2015 Merger and achieved our aspiration to rank in the top-quartile on the Inclusion Index, which measures employees feeling like their opinions count, belonging and inclusive leadership.
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The update had no impact on net sales or on the consolidated financial statements and we do not believe they are material to the consolidated financial statements. Seasonality Although crops constituting certain of our raw food ingredients are harvested on a seasonal basis, the majority of our products are produced throughout the year.
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Our global LiveWell program focuses on four wellbeing elements — physical, emotional, financial, and social health — and provides specific programs and resources to support our employees and their families within each of these areas.
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Human Capital Management We are driven by our Values— We are consumer obsessed, We dare to do better every day, We champion great people, We demand diversity, We do the right thing, and We own it, and they are the foundation upon which our culture is built.
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Through Ownerversity, employees have access to custom Kraft Heinz training, learning and development materials, and external content libraries and articles. Rewards and Compensation: Our Total Rewards philosophy is to provide a meaningful and flexible spectrum of programs that equitably support our workforce and their families, and compliment Kraft Heinz’ strategy and values.
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As of December 27, 2025, Kraft Heinz had approximately 35,000 employees globally based in 40 countries, of whom approximately 16,000 were employed in the United States. Approximately sixty-two percent of our employees globally are dedicated to the production of our products. We are party to numerous collective bargaining agreements and believe that relations with our employees are generally good.
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We believe in ownership and meritocracy, recognizing and rewarding our people on their achievements and impact as they grow their careers with us. We aim for global consistency while respecting local market practices and employee preferences.
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Our November 2025 survey showed that employee engagement remains high and above market relative to our benchmarks. The engagement score for our manufacturing survey achieved our highest score to date. Trailing 12-month retention remains healthy and in line with our targeted range. We grow our people to grow our business.
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We report more detailed information regarding our programs and initiatives related to our people and human capital management in our Environmental Social Governance Report. Our 2024 report, which provides our progress through 2023, is available on our website at www.kraftheinzcompany.com/esg .
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Through Ownerversity, employees have access to custom Kraft Heinz training, learning and development materials, and external content libraries and articles. In 2025 we launched KHAI, our first internal AI assistant at Kraft Heinz, to streamline everyday tasks, answer questions about employee programs, and support skill development, and Nadia, an AI-powered leadership coach designed to support growth and development.
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The information on our website, including our ESG Report, is not, and shall not be deemed to be, a part of this Annual Report on Form 10-K or incorporated into any other filings we make with the Securities and Exchange Commission (“SEC”). 5 Information about our Executive Officers The following are our executive officers as of February 8, 2025: Name and Title Age Business Experience in the Past Five Years Carlos Abrams-Rivera, Chief Executive Officer and Director 57 Chief Executive Officer (since December 2023); President Kraft Heinz (August to December 2023); Executive Vice President and President, North America (December 2021 to August 2023); and U.S.
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President and Chief Executive Officer (October 2023 to December 2025) at Kellanova, a global snacking, international cereal and noodles, and North American frozen foods company. Chairman and Chief Executive Officer (October 2017 to October 2023) at Kellogg Company, a multinational food manufacturing company.
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Zone President (February 2020 to December 2021). Executive Vice President and President, Campbell Snacks (May 2019 to February 2020), and President, Campbell Snacks (March 2018 to May 2019) at Campbell Soup Company (“Campbell”), a food and beverage company.
Added
Commercial Finance (2015 to 2017). Janelle Aydin Global Chief Procurement and Sustainability Officer 45 Global Chief Procurement and Sustainability Officer (since August 2025); Chief Procurement and Sustainability Officer, North America Zone (January 2024 to July 2025); and Chief Procurement Officer, North America Zone (January to December 2023).
Removed
Marcos Eloi Lima, Executive Vice President and Global Chief Procurement and Sustainability Officer 47 Executive Vice President and Global Chief Procurement and Sustainability Officer (since December 2023); Executive Vice President and Global Chief Procurement Officer (December 2021 to December 2023); Chief Procurement Officer (October 2019 to December 2023); and Advisor in the area of procurement (July to October 2019).
Added
Global Chief Procurement Officer (May 2019 to January 2023) at Diageo plc, a multinational alcoholic beverage company. Rodolfo Camacho Global Chief People Officer 37 Global Chief People Officer (since August 2025); Global Chief Talent and Rewards Officer (January 2024 to July 2025); and Chief People Officer, International Zone (January 2020 to December 2023).
Removed
Global Operations Vice President (2017 to 2019) at AB InBev. Melissa Werneck, Executive Vice President and Global Chief People Officer 52 Executive Vice President and Global Chief People Officer (since December 2021); Global Chief People Officer (2016 to December 2021); and Head of Global Human Resources, Performance and Information Technology (2015 to 2016).

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIncreased natural disasters and decreased agricultural productivity in certain regions of the world as a result of changing weather patterns may limit the availability or increase the cost of natural resources and commodities, including dairy products, meat products, tomato products, sugar and other sweeteners, soybean and vegetable oils, coffee beans, wheat and processed grains, eggs, and other fruits and vegetables to manufacture our products, and could further decrease food security for communities around the world.
Biggest changeIncreased natural disasters and decreased agricultural productivity in such regions may limit the availability or increase the cost of the natural resources and commodities used in the production of our products.
These assumptions and estimates include estimated future annual net cash flows (including net sales, cost of products sold, SG&A, depreciation and amortization, working capital, and capital expenditures), income tax rates, discount rates, long-term growth rates, royalty rates, contributory asset charges, and other market factors.
These assumptions and estimates include estimated future annual cash flows (including net sales, cost of products sold, SG&A, depreciation and amortization, working capital, and capital expenditures), income tax rates, discount rates, long-term 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, market capitalization, income tax rates, foreign currency exchange rates, or inflation, 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 or brands might become impaired in the future, which could negatively affect our operating results or net worth.
If current expectations of future growth rates and margins are not met, if market factors outside of our control change; such as discount rates, market capitalization, income tax rates, foreign currency exchange rates, or inflation, 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 or brands might become impaired in the future, which could negatively affect our operating results or net worth.
Our existing debt, together with any incurrence of additional indebtedness, could have important consequences, including, but not limited to: • increasing our vulnerability to general adverse economic and industry conditions; • limiting our ability to obtain additional financing for working capital, capital expenditures, research and development, debt service requirements, acquisitions, and general corporate or other purposes; • resulting in a downgrade to our credit rating, which could adversely affect our cost of funds, including our commercial paper programs, liquidity, and access to capital markets; • restricting us from making strategic acquisitions or causing us to make non-strategic divestitures; • limiting our ability to adjust to changing market conditions and place us at a competitive disadvantage compared to our competitors who are not as highly leveraged; • making it more difficult for us to make payments on our existing indebtedness; • requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund our operations, payments of dividends, capital expenditures, and future business opportunities; • exposing us to risks related to fluctuations in foreign currency, as we earn profits in a variety of foreign currencies and the majority of our debt is denominated in U.S. dollars; and • in the case of any additional indebtedness, exacerbating the risks associated with our substantial financial leverage.
Our existing debt, together with any incurrence of additional indebtedness, could have important consequences, including, but not limited to: • increasing our vulnerability to general adverse economic and industry conditions; • limiting our ability to obtain additional financing for working capital, capital expenditures, research and development, debt service requirements, acquisitions, and general corporate or other purposes; • resulting in a downgrade to our credit rating, which could adversely affect our cost of funds, including our commercial paper programs, liquidity, and access to capital markets; • restricting us from making strategic acquisitions or causing us to make non-strategic divestitures; • limiting our ability to adjust to changing market conditions and place us at a competitive disadvantage compared to our competitors who are not as highly leveraged; • making it more difficult for us to make payments on our existing indebtedness; • requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund our operations, payments of dividends, capital expenditures, stock repurchases, and future business opportunities; • exposing us to risks related to fluctuations in foreign currency, as we earn profits in a variety of foreign currencies and the majority of our debt is denominated in U.S. dollars; and • in the case of any additional indebtedness, exacerbating the risks associated with our substantial financial leverage.
Moreover, adverse publicity about legal or regulatory action against us, our quality and safety, our environmental or social impacts, our other environmental, social, human capital, or governance practices or positions, our products becoming unavailable to consumers, or our suppliers (including as a result of human rights issues) and, in some cases, our competitors, could damage our reputation and brand image, undermine our customers’ or consumers’ confidence, and reduce demand for our products, even if the regulatory or legal action is unfounded or not material to our operations.
Moreover, adverse publicity about legal or regulatory action against us, our quality and safety, our environmental or social impacts, human capital and governance practices or positions, our products becoming unavailable to consumers, or our suppliers (including as a result of human rights issues) and, in some cases, our competitors, could damage our reputation and brand image, undermine our customers’ or consumers’ confidence, and reduce demand for our products, even if the regulatory or legal action is unfounded or not material to our operations.
A change in consumer preferences could also cause us to increase capital, marketing, and other expenditures, which could materially and adversely affect our product sales, financial condition, and operating results. 9 We may be unable to drive revenue growth in our key product categories or platforms, increase our market share, or add products that are in faster-growing and more profitable categories.
A change in consumer preferences could also cause us to increase capital, marketing, and other expenditures, which could materially and adversely affect our product sales, financial condition, and operating results. We may be unable to drive revenue growth in our key product categories or platforms, increase our market share, or add products that are in faster-growing and more profitable categories.
Our labor costs include the cost of providing employee benefits in the United States, Canada, and other foreign jurisdictions, including pension, health and welfare, and severance benefits. Any declines in market returns could adversely impact the funding of pension plans, the assets of which are invested in a diversified portfolio of equity and fixed-income securities and other investments.
Our labor costs include the cost of providing employee benefits in the United States, Canada, and other foreign jurisdictions, including pension, health and welfare, and severance benefits. Any declines in market returns could adversely impact the funding of pension plans, the assets of which are invested in a diversified portfolio of equity and fixed-income 21 securities and other investments.
Item 1A. Risk Factors. Our business is subject to various risks and uncertainties. In addition to the risks described elsewhere in this Annual Report on Form 10-K, any of the risks and uncertainties described below could materially adversely affect our business, financial condition, and results of operations and should be considered when evaluating Kraft Heinz.
Item 1A. Risk Factors. Our business is subject to various risks and uncertainties. In addition to the risks described elsewhere in this Annual Report on 7 Form 10-K, any of the risks and uncertainties described below could materially adversely affect our business, financial condition, and results of operations and should be considered when evaluating Kraft Heinz.
In addition, we purchase and use significant quantities of plastics, cardboard, resin, glass, and metal to package our products, and we use other inputs, such as electricity, natural gas, and water, to operate our facilities. We are also exposed to changes in oil prices, including diesel fuel, which influence both our packaging and transportation costs.
In addition, we purchase and use significant quantities of plastics, resin, cardboard, glass, paper and metal to package our products, and we use other inputs, such as electricity, natural gas, and water, to operate our facilities. We are also exposed to changes in oil prices, including diesel fuel, which influence both our packaging and transportation costs.
If we are unable to adjust to 8 developments in these changing landscapes, we may be disadvantaged in key channels and with certain consumers, which could materially and adversely affect our product sales, financial condition, and operating results. Changes in our relationships with significant customers or suppliers, or in other business relationships, could adversely impact us.
If we are unable to adjust to developments in these changing landscapes, we may be disadvantaged in key channels and with certain consumers, which could materially and adversely affect our product sales, financial condition, and operating results. Changes in our relationships with significant customers or suppliers, or in other business relationships, could adversely impact us.
A significant adverse change in the financial and/or credit position of a customer, supplier, or counterparty could require us to assume greater credit risk relating to that customer or counterparty and could limit our ability to collect receivables. This could have an adverse impact on our financial condition and liquidity. Item 1B. Unresolved Staff Comments. None.
A significant adverse change in the financial and/or credit position of a customer, supplier, or counterparty could require us to assume greater credit risk relating to that customer or counterparty and could limit our ability to collect receivables. This could have an adverse impact on our financial condition and liquidity. Item 1B. Unresolved Staff Comments. None. 22
However, these hedging strategies may not be successful, and any of our unhedged foreign exchange exposures will continue to be subject to market fluctuations. In addition, in certain circumstances, we may incur costs in one currency related to services or products for which we are paid in a different currency.
However, these hedging strategies may not be successful, and any of our unhedged foreign exchange exposures will continue to be subject to market fluctuations. In addition, in certain circumstances, we may incur costs in one currency related to services or products for which 16 we are paid in a different currency.
Maintaining, extending, and expanding our reputation and brand image are essential to our business success. We have many iconic brands with long-standing consumer recognition across the globe. Our success depends on our ability to maintain brand image for our existing products, extend our brands to new platforms, and expand our brand image with new product offerings.
Maintaining, extending, and expanding our reputation and brand image are essential to our business success. We have many iconic brands with long-standing consumer recognition across the globe. Our success depends on our ability to maintain brand image for our existing products, extend our brands to new platforms, and expand our brand image with new 9 product offerings.
We may not have the 19 current capability to detect certain vulnerabilities, which may allow those vulnerabilities to persist in our systems over long periods of time. Additionally, it may take considerable time for us to investigate and evaluate the full impact of incidents, particularly for sophisticated attacks.
We may not have the current capability to detect certain vulnerabilities, which may allow those vulnerabilities to persist in our systems over long periods of time. Additionally, it may take considerable time for us to investigate and evaluate the full impact of incidents, particularly for sophisticated attacks.
If we fail to expand our product offerings successfully across product categories or platforms, or if we do not rapidly develop products in faster-growing or more profitable categories, demand for our products could decrease, which could materially and adversely affect our product sales, financial condition, and operating results.
If we fail to expand our product offerings successfully across product 8 categories or platforms, or if we do not rapidly develop products in faster-growing or more profitable categories, demand for our products could decrease, which could materially and adversely affect our product sales, financial condition, and operating results.
We may be unaware of intellectual property rights of others that may cover some of our technology, brands, or products. Any litigation regarding patents or other intellectual property could be costly and time-consuming and could divert the attention of our management and key personnel from our business operations.
We may be unaware of intellectual property rights of others that may cover some of our technology, brands, or products. Any 14 litigation regarding patents or other intellectual property could be costly and time-consuming and could divert the attention of our management and key personnel from our business operations.
Our debt instruments contain customary representations, warranties, and covenants, including a financial covenant in our senior unsecured revolving credit facility (the “Senior Credit Facility”) to maintain a minimum shareholders’ equity balance (excluding accumulated other comprehensive income/(losses)).
Our debt instruments contain customary representations, warranties, and covenants, including a financial covenant in our senior 15 unsecured revolving credit facility (the “Senior Credit Facility”) to maintain a minimum shareholders’ equity balance (excluding accumulated other comprehensive income/(losses)).
Even if we make changes to align ourselves with such legal or regulatory 10 requirements, we may still be subject to significant penalties if such laws and regulations are interpreted and applied in a manner inconsistent with our practices.
Even if we make changes to align ourselves with such legal or regulatory requirements, we may still be subject to significant penalties if such laws and regulations are interpreted and applied in a manner inconsistent with our practices.
We purchase and use large quantities of commodities, including dairy products, meat products, tomato products, sugar and other sweeteners, soybean and vegetable oils, coffee beans, wheat and processed grains, eggs, and other fruits and vegetables to manufacture our products.
We purchase and use large quantities of commodities, including dairy products, meat products, sugar and other sweeteners, coffee, tomato products, soybean and vegetable oils, eggs, other fruits and vegetables, and wheat and processed grains to manufacture our products.
Unanticipated business disruptions and natural events in the locations in which we or our customers, suppliers, distributors, or regulators operate could adversely affect our ability to provide products to our customers or our results of operations.
Unanticipated business disruptions and natural events in the locations in which we or our customers, suppliers, distributors, 19 or regulators operate could adversely affect our ability to provide products to our customers or our results of operations.
If we do not offer products that appeal to consumers, our sales and market share will decrease, which could materially and adversely affect our product sales, financial condition, and operating results.
If we do not offer products that appeal to consumers, our sales and market share will decrease, which could materially and adversely affect our financial condition, and operating results.
We are significantly dependent on information technology, and we may be unable to protect our information systems against service interruption, misappropriation of data, or breaches of security.
We are significantly dependent on information technology, and we may be unable to protect our information systems against 20 service interruption, misappropriation of data, or breaches of security.
A significant product liability or other legal judgment or a related regulatory enforcement action against us, or a significant product recall, may materially and adversely affect our reputation and profitability.
A significant 10 product liability or other legal judgment or a related regulatory enforcement action against us, or a significant product recall, may materially and adversely affect our reputation and profitability.
Our ability to achieve any stated goal, target, or objective is subject to numerous factors and conditions, many of which are outside of our control.
Our ability to achieve any stated goal or objective is subject to numerous factors and conditions, many of which are outside of our control.
Third-party claims of intellectual property infringement might also require us to enter into costly license agreements. We also may be subject to significant damages or injunctions against development and sale of certain products. We may be unable to realize the anticipated benefits from prior or future streamlining actions to reduce fixed costs, simplify or improve processes, or improve our competitiveness.
Third-party claims of intellectual property infringement might also require us to enter into costly license agreements. We also may be subject to significant damages or injunctions against development and sale of certain products. We may be unable to realize the anticipated benefits from prior or future initiatives to reduce fixed costs, simplify or improve processes, or improve our competitiveness.
Prolonged negative perceptions concerning the health, environmental, or social implications of certain food and beverage products, ingredients, or packaging materials could influence consumer preferences and acceptance of our products and marketing programs.
Prolonged negative perceptions concerning the health, environmental, or social implications of certain food and beverage products, ingredients, additives, preservatives or packaging materials could influence consumer preferences and acceptance of our products and marketing programs.
Various laws and regulations govern our practices including, but not limited to, those related to advertising and marketing, product claims and labeling, food production and nutritional requirements, environmental matters (including climate change), packaging and waste management (including packaging containing PFAS), intellectual property, consumer protection and product liability, commercial disputes, trade and export controls, anti-trust, data privacy, labor and employment, workplace health and safety, forced labor, such as the UFLPA, and tax.
Various laws and regulations govern our practices including, but not limited to, those related to advertising and marketing, product claims and labeling, food production and nutritional requirements, environmental matters (including climate change), packaging and waste management (including packaging containing PFAS), intellectual property, 17 consumer protection and product liability, commercial disputes, trade and export controls, anti-trust, data privacy, labor and employment, workplace health and safety, forced labor, and tax.
Activities in such areas are regulated by numerous antitrust and competition laws in the United States, Canada, the European Union, the United Kingdom, and elsewhere.
Further, such activities in certain areas are regulated by numerous antitrust and competition laws in the United States, Canada, the European Union, the United Kingdom, and elsewhere.
Although we do not have operations in Ukraine, and our business in Russia generated approximately 1% of our consolidated net sales for the year ended December 28, 2024, the military conflict between Russia and Ukraine has caused, and could continue to cause, negative impacts on our business and the global economy.
Although we do not have operations in Ukraine, and our business in Russia generated approximately 1% of our consolidated net sales for the year ended December 27, 2025, the military conflict between Russia and Ukraine has caused, and could continue to cause, negative impacts on our business and the global economy.
While less than 1% of consolidated total assets are located in Russia as of December 28, 2024, our Russian assets may be partially or fully impaired in future periods, or our business operations terminated, based on actions taken by Russia, other parties, or us.
While less than 1% of consolidated total assets are located in Russia as of December 27, 2025, our Russian assets may be partially or fully impaired in future periods, or our business operations terminated, based on actions taken by Russia, other parties, or us.
In nearly all of our product categories, we compete with branded products as well as private label products, which are typically sold at lower prices. Our products must provide higher value or quality to consumers than alternatives, particularly during periods of economic uncertainty or weakness or inflation.
We must leverage our brand value to compete against private label products. In nearly all of our product categories, we compete with branded products as well as private label products, which are typically sold at lower prices. Our products must provide higher value or quality to consumers than alternatives, particularly during periods of economic uncertainty.
These factors include, but are not limited to: • natural disasters, labor strikes, or other disruptions at any of our facilities or our suppliers’ or distributors’ facilities may impair or delay the delivery of our products; and • illness of our workforce, or the workforce of third parties with which we do business, due to influenza or pandemics, could disrupt production of our products in one or more of our manufacturing facilities, or cause our suppliers, vendors, distributors, or third-party manufacturers to fail to meet their obligations to us. 18 These or other disruptions may require additional resources to restore our supply chain or distribution network.
These factors include, but are not limited to: • natural disasters, labor strikes, or other disruptions at any of our facilities or our suppliers’ or distributors’ facilities may impair or delay the delivery of our products; and • illness of our workforce, or the workforce of third parties with which we do business, due to influenza or pandemics, could disrupt production of our products in one or more of our manufacturing facilities, or cause our suppliers, vendors, distributors, or third-party manufacturers to fail to meet their obligations to us.
Economic and financial uncertainties in our international markets, changes to major international trade arrangements, and the imposition of increased or new tariffs by the U.S. federal government or by certain foreign governments could negatively impact our operations and sales.
Economic and financial uncertainties in our international markets, changes to major international trade arrangements, and the imposition of increased or new tariffs by the U.S. federal government, as well as retaliatory tariffs by certain foreign governments have negatively impacted, and could continue to negatively impact our operations and sales.
Additional impairments of the carrying amounts of goodwill or other indefinite-lived intangible assets could negatively affect our financial condition and results of operations. As of December 28, 2024, we maintain 12 reporting units, eight of which comprise our goodwill balance. Our indefinite-lived intangible asset balance primarily consists of a number of individual brands .
Additional impairments of the carrying amounts of goodwill or other indefinite-lived intangible assets could negatively affect our financial condition and results of operations. As of December 27, 2025, we maintain 10 reporting units globally, six of which comprise our goodwill balance. Our indefinite-lived intangible asset balance primarily consists of a number of individual brands .
We hold assets, incur liabilities, earn revenue, and pay expenses in a variety of currencies other than the U.S. dollar, primarily the Canadian dollar, euro, British pound sterling, Australian dollar, Brazilian real, Chinese renminbi, Indonesian rupiah, New Zealand dollar, and Russian ruble.
We derive a substantial portion of our net sales from international markets. We hold assets, incur liabilities, earn revenue, and pay expenses in a variety of currencies other than the U.S. dollar, primarily the Canadian dollar, euro, British pound sterling, Australian dollar, Brazilian real, Chinese renminbi, Russian ruble, Indonesian rupiah, and New Zealand dollar.
Examples of such factors include evolving regulatory requirements affecting sustainability standards or disclosures or imposing different requirements, the pace of changes in technology, the availability of requisite financing, and the availability of suppliers that can meet our sustainability and other standards. Furthermore, standards for tracking and reporting such matters continue to evolve.
Examples of such factors include evolving regulatory requirements affecting sustainability standards or disclosures or imposing different requirements, the pace of changes in technology, the availability of requisite financing, and the availability of suppliers that can meet our sustainability and other standards.
As of December 28, 2024, registrable shares represented approximately 27.2% of all outstanding shares of our common stock. Although the registrable shares are subject to certain holdback and suspension periods, the registrable shares are not subject to a “lock-up” or similar restriction under the registration rights agreement.
As of January 16, 2026, registrable shares represented approximately 27.5% of all outstanding shares of our common stock. Although the registrable shares are subject to certain 18 holdback and suspension periods, the registrable shares are not subject to a “lock-up” or similar restriction under the registration rights agreement.
Climate change, and its environmental impacts, could also affect our ability, and our suppliers’ ability, to procure necessary commodities at costs and in quantities we currently experience and may require us to increase costs or make additional unplanned capital expenditures.
Changing or severe weather and environmental conditions could also affect our ability, and our suppliers’ ability, to procure necessary commodities at costs and in quantities we currently experience and may require us to increase costs or make additional unplanned capital expenditures.
December 28, 2024, we had remaining authorization under the share repurchase program of approximately $1.9 billion. Our repurchase program does not obligate us to repurchase any specific dollar amount 17 or to acquire any specific number of shares.
As of December 27, 2025, we had remaining authorization under the share repurchase program of approximately $1.5 billion. Our repurchase program does not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares.
Additionally, there is an increased focus by foreign, federal, state, and local regulatory and legislative bodies regarding environmental policies relating to climate change, regulating greenhouse gas emissions (including carbon pricing or a carbon tax), energy policies, disclosure obligations, and sustainability.
Additionally, there is a heightened focus by foreign, federal, state, and local regulatory and legislative bodies regarding environmental policies relating to a changing environment, including as a result of climate change, such as regulating greenhouse gas emissions (including carbon pricing or a carbon tax), energy policies, and disclosure obligations.
Furthermore, changes in reporting units, including as a result of integrating a new acquisition into an existing reporting unit that has a fair value below carrying amount of goodwill, have led, and could in the future lead, to an impairment of goodwill.
Furthermore, changes in reporting units, including as a result of integrating a new acquisition into an existing reporting unit that has a fair value below carrying amount of goodwill, have led, and could in the future lead, to an impairment of goodwill. Additionally, any decisions to divest certain non-strategic assets could lead to future goodwill or intangible asset impairments.
Our processes and controls for reporting sustainability and other matters across our operations and supply chain are evolving along with multiple disparate standards for identifying, measuring, and reporting sustainability metrics, including sustainability-related disclosures that may be required by the SEC, European Union, and other foreign, federal, state, and local regulatory and legislative bodies (including, but not limited to, the European Union’s Corporate Sustainability Reporting Directive and Corporate Sustainability Due Diligence Directive and the state of California’s new climate change disclosure requirements), and such standards may change over time, which could result in significant revisions to our current goals, reported progress in achieving such goals, or ability to achieve such goals in the future.
Sustainability-related disclosures that may be required by the European Union and other foreign, federal, state, and local regulatory and legislative bodies (including, but not limited to, the European Union’s Corporate Sustainability Reporting Directive and Corporate Sustainability Due Diligence Directive and the state of California’s climate disclosure requirements), may change over time, which could result in significant revisions to our current goals, reported progress in achieving such goals, or ability to achieve such goals in the future.
Federal, state, and local governments and administrative bodies within the United States, which represents the 20 majority of our operations, and other foreign jurisdictions have implemented, or are considering, a variety of broad tax, trade, and other regulatory reforms that may impact us.
Federal, state, and local governments and administrative bodies within the United States, which represents the majority of our operations, and other foreign jurisdictions have implemented, or are considering, a variety of broad tax, trade, and other regulatory reforms that may impact us. Significant judgment, knowledge, and experience are required in determining our worldwide provision for income taxes.
In the third quarter of 2023, we received two Notices of Proposed Adjustment (the “NOPAs”) relating to transfer pricing with our foreign subsidiaries.
In 2023, we received two Notices of Proposed Adjustment (the “NOPAs”) relating to transfer pricing with our foreign subsidiaries for the years 2018 and 2019.
As of the date of this filing, our long-term debt is rated BBB by S&P Global Ratings and Fitch Ratings and Baa2 by Moody’s Investor Services, Inc., with a stable outlook from all three ratings agencies.
As of the date of this filing, our long-term debt is rated BBB with a stable outlook from S&P Global Ratings, BBB with a rating watch negative outlook from Fitch Ratings, and Baa2 with ratings under review for downgrade from Moody’s Investor Services, Inc.
Unplanned turnover, failure to attract and develop personnel with key emerging capabilities or failure to develop adequate succession plans for leadership positions, including the Chief Executive Officer position, could deplete our institutional knowledge base and erode our competitiveness. Further, equity-based compensation is a key component of our compensation program and essential for attracting and retaining qualified personnel.
Unplanned turnover, failure to attract and develop personnel with key emerging capabilities or failure to develop adequate succession plans for leadership positions, including the Chief Executive Officer position, could deplete our institutional knowledge base and erode our competitiveness.
In addition, claims about the health impacts of consumption of our products, or ingredients, components, or substances present or allegedly present in those products or packaging, including in connection with the development, manufacture, and marketing of our products, have resulted in, and could in the future result 16 in, us being subject to regulations, fines, lawsuits, or taxes, or may cause us to change the way in which we operate which could adversely impact our profitability, financial condition, or operating results.
In addition, claims about the health impacts of consumption of our products, or ingredients, additives, preservatives, components, or substances present or allegedly present in those products or packaging, including in connection with the development, manufacture, and marketing of our products, have resulted in, and could in the future result in, us being subject to regulations, fines, lawsuits (including but not limited to pending litigation alleging that certain of our products are “ultra-processed” and consuming them causes adverse health impacts, allegations with which we strongly disagree), or taxes, or may cause us to change the way in which we operate which could adversely impact our profitability, financial condition, or operating results.
Increased energy or compliance costs and expenses due to the impacts of climate change, as well as additional legal or regulatory requirements regarding climate change designed to reduce or mitigate the effects of carbon dioxide and other greenhouse gas emissions on the environment could be costly and may cause disruptions in, or an increase in the costs associated with, the running of our manufacturing and processing facilities and our business, as well as increase distribution and supply chain costs.
Increased energy or compliance costs and expenses due to, and additional legal or regulatory requirements regarding, changing environmental conditions and climate change could be costly and may cause disruptions in, or an increase in the costs associated with, the running of our manufacturing and processing facilities and our business, as well as increase distribution and supply chain costs.
Any of these challenges could hinder our success in new markets or new distribution channels, which could adversely affect our results of operations and financial condition. Our international operations subject us to additional risks and costs and may cause our profitability to decline. We are a global company with sales and operations in numerous countries within developed and emerging markets.
Any of these challenges could hinder our success in new markets or new distribution 13 channels, and could adversely affect our results of operations and financial condition. Our international operations subject us to additional risks and costs and may cause our profitability to decline.
Berkshire Hathaway also has influence over any action requiring the approval of the holders of our common stock, including adopting any amendments to our charter, electing directors, and approving mergers or sales of substantially all of our capital stock or assets.
As of January 16, 2026, Berkshire Hathaway Inc. (“Berkshire Hathaway”) owns approximately 27.5% of our common stock. As a result, Berkshire Hathaway has influence over any action requiring the approval of the holders of our common stock, including adopting any amendments to our charter, electing directors, and approving mergers or sales of substantially all of our capital stock or assets.
If we are unable to compete effectively, our profitability, financial condition, and operating results may decline. 7 Our success depends on our ability to correctly predict, identify, and interpret changes in consumer preferences and demand, to offer new products to meet those changes, and to respond to competitive innovation. Consumer preferences for food and beverage products change continually and rapidly.
Our success depends on our ability to correctly predict, identify, and interpret changes in consumer preferences and demand, to offer new products to meet those changes, and to respond to competitive innovation. Consumer preferences for food and beverage products change continually and rapidly.
As a result, the lack of positive performance in our stock price may adversely affect our ability to attract or retain key personnel. Changes in immigration laws and policies could also make it more difficult for us to recruit or relocate skilled employees. Any such loss, failure, or limitation could adversely affect our product sales, financial condition, and operating results.
Changes in immigration laws and policies could also make it more difficult for us to recruit or relocate skilled employees. Any such loss, failure, or limitation could adversely affect our product sales, financial condition, and operating results.
Slow economic growth, inflation, or high unemployment in the markets in which we operate could constrain consumer spending, and declining consumer purchasing power could adversely impact our profitability.
Slow economic growth, inflation, or high unemployment in the markets in which we operate could constrain consumer spending, and declining consumer purchasing power could adversely impact our profitability. Any of these factors could materially and adversely affect our product sales, financial condition, and results of operations.
In addition, Berkshire Hathaway is in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us.
In addition, Berkshire Hathaway is in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. Berkshire Hathaway may also pursue acquisition opportunities that may be complementary to our business, and, as a result, those opportunities may not be available to us.
For example, risks related to foreign operations are discussed below under the risk factor titled “ Our international operations subject us to additional risks and costs and may cause our profitability to decline. ” To the extent we undertake divestitures, we may face additional risks related to such activities.
Further, for these activities which occur in foreign jurisdiction, we may be subject to additional risks as discussed below under the risk factor titled “ Our international operations subject us to additional risks and costs and may cause our profitability to decline. ” To the extent we pursue divestiture opportunities, we may face additional risks related to such activities.
In addition, certain of our initiatives may lead to increased costs in other aspects of our business such as increased conversion, outsourcing, or distribution costs. We must accurately predict costs and be efficient in executing any plans to achieve cost savings and operate efficiently in the highly competitive food and beverage industry, particularly in an environment of increased competition.
In addition, certain of our initiatives may lead to increased costs in other aspects of our business such as increased conversion, outsourcing, or distribution costs. We must accurately predict anticipated costs and be efficient in executing any plans to achieve these initiatives.
The effects of climate change and legal or regulatory initiatives to address climate change could have a long-term adverse impact on our business and results of operations. Finally, we might fail to effectively address increased attention from the media, stockholders, activists, and other stakeholders on climate change and related environmental sustainability matters.
The effects of a changing environment and responsive legal or regulatory initiatives could have a long-term adverse impact on our business and results of operations. Finally, we might face increasing scrutiny from the media, stockholders, activists, customers, enforcement authorities and other stakeholders who have conflicting views on climate change and other sustainability-related matters.
Approximately 31% of our 2024 net sales were generated outside of the United States. As a result, we are subject to risks inherent in global operations.
We are a global company with sales and operations in numerous countries within developed and emerging markets. Approximately 33% of our 2025 net sales were generated outside of the United States. As a result, we are subject to risks inherent in global operations.
These activities may present financial, managerial, and operational risks including, but not limited to, diversion of management’s attention from existing core businesses; difficulties in integrating, or inability to successfully integrate, acquired businesses, including integrating or separating personnel and financial and other systems; inability to effectively and immediately implement control environment processes across a diverse employee population; adverse effects on existing or acquired customer and supplier business relationships; and potential disputes with buyers, sellers, or partners.
These activities may present financial managerial, and operational risks including, but not limited to, diversion of management’s attention from existing core businesses; adverse effects on existing or acquired customer and supplier business relationships; and potential disputes with buyers, sellers, or partners.
Economic and political pressures to increase tax revenue in various jurisdictions may make resolving tax disputes more difficult. The results of an audit or litigation could adversely affect our financial statements in the period or periods for which that determination is made. Volatility of capital markets or macroeconomic factors could adversely affect our business.
The results of an audit or litigation could adversely affect our financial statements in the period or periods for which that determination is made. Volatility of capital markets or macroeconomic factors could adversely affect our business.
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 and brands requires us to make assumptions and estimates regarding our future plans, as well as industry, economic, and regulatory conditions.
Estimating the fair value of individual reporting units and brands requires us to make assumptions and estimates regarding our future plans, as well as industry, economic, and regulatory conditions, and to consider the market multiples of certain peer and guideline companies.
We have evaluated and continue to evaluate changes to our organizational structure and operations to enable us to reduce costs, simplify or improve processes, and improve our competitiveness. Our future success may depend upon our ability to realize the benefits of these or other cost-saving initiatives.
We have evaluated and implemented a number of strategic initiatives with the intention of enabling us to reduce costs, improve productivity, and improve our competitiveness. Our future success may depend upon our ability to realize the benefits of these or other cost-saving initiatives.
From time to time, we have evaluated and may continue to evaluate acquisition candidates, alliances, joint ventures, or investments that may strategically fit our business objectives, and, as a result of some of these evaluations, we have acquired businesses or assets that we deem to be a strategic fit.
From time to time, we have evaluated and may continue to evaluate acquisition candidates, divestiture opportunities, alliances, joint ventures, or investments that may strategically fit our business objectives.
Prices 15 for commodities, energy, and other supplies are volatile and can fluctuate due to conditions that are difficult to predict, including global competition for resources, inflationary pressure, foreign currency fluctuations, geopolitical conditions or conflicts, cybersecurity incidents, severe weather, natural disasters, global climate change, water risk, pandemics, crop failures, crop shortages due to plant disease or insect and other pest infestation, consumer, industrial, or investment demand, and changes in governmental regulation and trade, tariffs, alternative energy, including increased demand for biofuels, and agricultural programs.
Further, we have experienced, and may continue to experience, input cost volatility due global competition for resources, foreign currency fluctuations, geopolitical conditions or conflicts, cybersecurity incidents, severe weather, natural disasters, global climate change, water risk, pandemics, crop failures, crop shortages due to plant disease or insect and other pest infestation, changes in consumer demand, alternative energy initiatives, including increased demand for biofuels, and agricultural programs.
Negative posts or comments about us, our brands or our products, or our suppliers and, in some cases, our competitors, on social or digital media, whether or not valid, could seriously damage our brands and reputation.
Negative posts or comments about us, our brands or our products, or our suppliers and, in some cases, our competitors, on social or digital media, whether or not valid, could seriously damage our brands and reputation. In addition, we might fail to appropriately target our marketing efforts, anticipate consumer preferences, or invest sufficiently in maintaining and expanding our brand image.
Governments in the United States, Canada, United Kingdom, and European Union have each imposed export controls and economic sanctions on certain industry sectors and parties in Russia. Further, the Russian government has placed restrictions on the transfer of funds to and from Russian entities, making it more difficult to operate in Russia.
Governments in the United States, Canada, United Kingdom, and European Union have each imposed export controls and economic sanctions on certain industry sectors and parties in Russia.
These expenditures are subject to risks, including uncertainties about trade and consumer acceptance of our efforts.
These expenditures are subject to risks, including uncertainties about trade and consumer acceptance of our efforts. If we are unable to compete effectively, our profitability, financial condition, and operating results may decline.
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. 14 Reporting units and brands that have 20% or less excess fair value over carrying amount as of the 2024 annual impairment test performed as of June 30, 2024 have a heightened risk of future impairments if any assumptions, estimates, or market factors change in the future.
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.
Climate change and legal or regulatory responses may have a long-term adverse impact on our business and results of operations.
Changes in environmental conditions and responsive legislation or regulation may have a long-term adverse impact on our business and results of operations.
We may also face difficulties integrating new business operations with our current sourcing, distribution, information technology systems, and other operations. Additionally, we may not successfully complete any planned strategic initiatives, including achieving any previously announced productivity efficiencies and financial targets, any new business may not be profitable or meet our expectations, or any divestiture may not be completed without disruption.
Any of these factors could materially and adversely affect our financial condition and operating results. We may not successfully complete any planned strategic initiatives, including achieving any previously announced productivity efficiencies and financial targets, any new business may not be profitable or meet our expectations, or any divestiture may not be completed without disruption.
Business Risks We may not successfully identify, complete, or realize the benefits from strategic acquisitions, divestitures, alliances, joint ventures, or investments.
In addition, the price of the Company’s common stock may be more volatile around the time of the Separation. We may not successfully identify, complete, or realize the benefits from strategic acquisitions, divestitures, alliances, joint ventures, or investments.
Sales of our common stock by Berkshire Hathaway to other persons would likely result in an increase in the number of shares being traded in the public market and may increase the volatility of the price of our common stock.
Because the registered shares represent a significant portion of the outstanding shares of our common stock, any future sales by Berkshire Hathaway could materially increase the number of shares being traded in the public market and may materially increase the volatility of, and cause a decrease in, the price of our common stock.
Global average temperatures are gradually increasing due to increased concentration of carbon dioxide and other greenhouse gases in the atmosphere, which is projected to contribute to significant changes in weather patterns around the globe, an increase in the frequency and severity of natural disasters, and changes in agricultural productivity.
The gradual increase in global average temperatures is projected to contribute to significant changes in weather patterns in the regions where we and our suppliers operate, including an increase in the frequency and severity of natural disasters, and changes in agricultural productivity.
If we do not maintain, extend, and expand our reputation or brand image, then our product sales, financial condition, and operating results could be materially and adversely affected. We must leverage our brand value to compete against private label products.
Placement of our advertisements in social and digital media may also result in damage to our brands if the media itself experiences negative publicity. If we do not maintain and expand our reputation or brand image, then our product sales, financial condition, and operating results could be materially and adversely affected.
We have a substantial amount of indebtedness and are permitted to incur a substantial amount of additional indebtedness, including secured debt.
Financial Risks Our level of indebtedness, as well as our ability to comply with covenants under our debt instruments, could adversely affect our business and financial condition. We have a substantial amount of indebtedness and are permitted to incur a substantial amount of additional indebtedness, including secured debt.
We continue to maintain the same operating model and transfer pricing methodology with our foreign subsidiaries that was in place for the years 2018 and 2019, and the IRS began its audit of 2020, 2021, and 2022 during the first quarter of 2024.
We continue to maintain the same operating model and transfer pricing methodology with our foreign subsidiaries that was in place for the years 2018 through 2022. Economic and political pressures to increase tax revenue in various jurisdictions may make resolving tax disputes more difficult.
To capitalize on our efforts, we must carefully evaluate investments in our business and execute in those areas with the most potential return on investment. If we are unable to realize the anticipated benefits from any cost-saving efforts, we could be cost disadvantaged in the marketplace, and our competitiveness, production, profitability, financial condition, and operating results could be adversely affected.
If we are unable to realize the anticipated benefits from these efforts, we could be cost disadvantaged in the marketplace, and our competitiveness, production, profitability, financial condition, and operating results could be adversely affected. Berkshire Hathaway Inc. has the ability to exert influence over us and significant influence over matters requiring stockholder approval.
Our Hydration & Desserts (“HD”) and Asia reporting units had between 20-50% fair value over carrying amount with an aggregate goodwill carrying amount of $4.6 billion as of the 2024 annual impairment test.
Reporting units and brands that have 20% or less excess fair value over carrying amount as of the 2025 annual impairment test performed as of June 29, 2025 had an aggregate carrying value of $37.2 billion as of the date of 2025 annual impairment test.
Although the remaining brands, with a carrying amount of $16.9 billion, have more than 50% excess fair value over carrying amount as of the latest test for each brand, these amounts are also susceptible to impairments if any assumptions, estimates, or market factors significantly change in the future.
These reporting units and brands have a heightened risk of future impairments if any assumptions, estimates, or market factors change in the future. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors.
To the extent we undertake acquisitions, alliances, joint ventures, investments, or other developments in new geographies or categories, we may face additional risks related to such developments.
To the extent we undertake acquisitions, alliances, joint ventures, or investments we may face difficulties integrating, or be unable to integrate, the new business operations within our current sourcing, distribution, information technology systems, and control environment. Additionally, we may face risks related to the integration of personnel.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeItem 1C. Cybersecurity Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure The Company assesses, identifies, and manages cybersecurity risk using a data-driven risk management program intended to reduce risks to the following impact classes: the Company’s obligations to prevent harm to parties, including employees, customers, and stockholders; and the Company’s business objectives .
Biggest changeItem 1C. Cybersecurity Cybersecurity Risk Management and Strategy We assess, identify, and manage cybersecurity risk using a data-driven risk management program intended to maintain our Company’s obligations to prevent harm to parties, including employees, customers, and stockholders; as well as reduce cybersecurity risks associated with our Company’s pursuit of business objectives .
Our CISO works closely with our Chief Global Ethics and Compliance Officer and Global General Counsel and Corporate Affairs Officer to oversee compliance with legal, regulatory, 22 and contractual security requirements. The CISO’s team evaluates third-party service providers to a degree commensurate with the risk their services pose to us.
Our CISO works closely with our Chief Global Ethics and Compliance Officer and Global General Counsel and Corporate Affairs Officer to oversee compliance with legal, regulatory, and contractual security requirements. The CISO’s team evaluates third-party service providers to a degree commensurate with the risk their services pose to us.
While we have not experienced any material cybersecurity threats or incidents as of the date of this Annual Report on Form 10-K, there can be no guarantee that we will not be the subject of future successful attacks, threats, or incidents that may materially affect the Company or its business strategy, results of operations or financial condition.
Cybersecurity Incident Disclosure While we have not experienced any material cybersecurity threats or incidents as of the date of this Annual Report on Form 10-K, there can be no guarantee that we will not be the subject of future successful attacks, threats, or incidents that may materially affect the Company or its business strategy, results of operations or financial condition.
The Company governs cybersecurity risk through a risk management program designed to enable employees, members of the Audit Committee, Enterprise Risk Committee, executive officers, and other personnel to make informed decisions about cybersecurity risk management that are appropriate for their level of responsibility.
Cybersecurity Governance 23 The Company governs cybersecurity risk through a risk management program designed to enable employees, members of the Audit Committee, Enterprise Risk Committee, executive officers, and other personnel to make informed decisions about cybersecurity risk management that are appropriate for their level of responsibility.
As part of that program, we also provide feedback to service providers about risks they can reduce using commercially available safeguards. Additionally, the information security team works in partnership with the Company’s internal audit team to review information technology-related internal controls as part of our overall internal controls process.
As part of that program, we also provide feedback to service providers about risks they can reduce using commercially available safeguards. Additionally, the information security team works in partnership with the Company’s internal audit and internal controls teams to review information technology-related internal controls as part of our overall internal audit and controls processes.
Our cybersecurity risk management program includes: • Ongoing audits of third-party service providers, including penetration testing and reviews of program maturity based on the National Institute of Standards and Technology (“NIST”) cybersecurity framework; • Due diligence reviews of third-party service providers’ information security programs; • Regular phishing, social engineering, and cybersecurity awareness training for employees with Company emails and access to connected devices; • Annual tabletop exercises to educate and train our personnel on response capabilities and inform adjustments to our controls and response; • Regular consultation with external advisors and specialists regarding opportunities and enhancements to strengthen our cybersecurity practices and policies; • Ongoing cybersecurity event monitoring, management, and testing of incident response procedures; and • Ongoing enhancements to cybersecurity capabilities based on evolving threats.
Our cybersecurity risk management program includes: • Penetration testing of the Kraft Heinz environment, and annual review of program maturity based on National Institute of Standards and Technology (“NIST”); • Due diligence reviews of third-party service providers’ information security programs; • Regular phishing, social engineering, and cybersecurity awareness training for employees with Company emails and access to connected devices; • Annual tabletop exercises to educate and train our personnel on response capabilities and inform adjustments to our controls and response; • Regular consultation with external advisors and specialists regarding opportunities and enhancements to strengthen our cybersecurity practices and policies; • Ongoing cybersecurity event monitoring, management, and testing of incident response procedures; and • Ongoing enhancements to cybersecurity capabilities based on evolving threats.
The Audit Committee regularly reports to the Board on information technology, cybersecurity, and privacy matters. We have protocols by which certain cybersecurity incidents that meet established reporting thresholds are escalated within the Company and, where appropriate, reported promptly to the Audit Committee or Board, with ongoing updates regarding any such incident until it has been addressed.
We have protocols by which certain cybersecurity incidents that meet established reporting thresholds are escalated within the Company and, where appropriate, reported promptly to the Audit Committee or Board, with ongoing updates regarding any such incident until it has been addressed.
We undertake scheduled and targeted cybersecurity risk assessments to identify and prioritize risks to our three impact classes so that foreseeably harmed parties (which include our employees, contractors, partners, customers, stockholders, consumers, and suppliers) are explicitly included in our risk analysis and risk management priorities.
We undertake scheduled and targeted cybersecurity risk assessments to identify and prioritize risks so that foreseeably harmed parties (which include our employees, contractors, partners, customers, stockholders, consumers, and suppliers) are explicitly included in our risk analysis and risk management priorities. We plan for, implement, and improve safeguards that are designed to reduce unacceptable risks to any foreseeably harmed party.
We plan for, implement, and improve safeguards that are designed to reduce unacceptable risks to any foreseeably harmed party. We engage third-party service 21 providers (including contractors and vendors) as part of our normal business operations, including collaborating with third-party experts to assist with evaluating, identifying, and managing our cybersecurity risks.
We engage third-party service providers (including contractors and vendors) as part of our normal business operations, including collaborating with third-party experts to assist with evaluating, identifying, and managing our cybersecurity risks.
Added
The Audit Committee regularly reports to the Board on information technology, cybersecurity, and privacy matters. Additionally, the Board receives updates from our Global Chief Information Officer and CISO at least annually on information security, cybersecurity, and privacy matters.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeIn 2024, as part of our planned restructuring and divestiture activities, we sold a manufacturing facility in Papua New Guinea and a manufacturing facility in Indonesia within our Asia Emerging Markets operating segment and two manufacturing facilities in Russia within our West and East Emerging Markets operating segment.
Biggest changeIn 2025, as part of our planned restructuring activities, we sold a manufacturing facility in China within our Asia Emerging Markets operating segment. See Note 6, Restructuring Activities , in Item 8, Financial Statements and Supplementary Data , for additional information on our exit and disposal costs.
Our manufacturing and processing facilities count by segment as of December 28, 2024 was: Owned Leased North America 32 2 International Developed Markets 17 — Emerging Markets (a) 17 2 (a) Emerging Markets represents the aggregation of our WEEM and AEM operating segments.
Our manufacturing and processing facilities count by segment as of December 27, 2025 was: Owned Leased North America 32 2 International Developed Markets 17 — Emerging Markets (a) 16 2 (a) Emerging Markets represents the aggregation of our WEEM and AEM operating segments.
Item 2. Properties. Our corporate co-headquarters are located in Pittsburgh, Pennsylvania and Chicago, Illinois. Our co-headquarters are leased and house certain executive offices, our North America business units, and our administrative, finance, legal, and human resource functions. We maintain additional owned and leased offices throughout the regions in which we operate.
Item 2. Properties. Our corporate co-headquarters are located in Pittsburgh, Pennsylvania and Chicago, Illinois. Our co-headquarters are leased and house certain executive offices, our North America business units, and our administrative, finance, legal, and human resource functions.
We manufacture our products in our network of manufacturing and processing facilities located throughout the world. As of December 28, 2024, we operated 70 manufacturing and processing facilities. We own 66 and lease four of these facilities.
We maintain additional owned and leased offices throughout the regions in which we operate. 24 We manufacture our products in our network of manufacturing and processing facilities located throughout the world. As of December 27, 2025, we operated 69 manufacturing and processing facilities. We own 65 and lease four of these facilities.
Removed
See Note 5, Restructuring Activities , and Note 4, Acquisitions and Divestitures , in Item 8, Financial Statements and Supplementary Data , for additional information.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeKraft Heinz S&P 500 S&P Consumer Staples Food and Soft Drink Products December 27, 2019 $ 100.00 $ 100.00 $ 100.00 December 24, 2020 117.05 116.40 105.53 December 23, 2021 123.00 150.67 119.88 December 30, 2022 148.13 124.45 132.48 December 29, 2023 140.65 157.17 126.06 December 27, 2024 122.27 199.45 125.01 The above performance graph shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act. 24 Issuer Purchases of Equity Securities During the Three Months Ended December 28, 2024 Our share repurchase activity in the three months ended December 28, 2024 was: Total Number of Shares Purchased (a) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) 9/29/2024 — 11/02/2024 185,482 $ 33.57 180,000 $ 2,345 11/03/2024 — 11/30/2024 13,087,165 31.43 13,083,641 1,933 12/01/2024 — 12/28/2024 1,023,906 31.57 1,023,713 1,901 Total 14,296,553 14,287,354 (a) Includes (1) shares purchased pursuant to the share repurchase program described in (b) below, (2) shares withheld for tax liabilities associated with the vesting of RSUs.
Biggest changeKraft Heinz S&P 500 S&P Consumer Staples Food and Soft Drink Products December 24, 2020 $ 100.00 $ 100.00 $ 100.00 December 23, 2021 105.08 129.44 113.81 December 30, 2022 126.55 106.92 125.59 December 29, 2023 120.16 135.03 119.76 December 27, 2024 104.46 171.35 117.44 December 26, 2025 86.97 201.42 121.63 The above performance graph shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act. 26 Issuer Purchases of Equity Securities During the Three Months Ended December 27, 2025 Our share repurchase activity in the three months ended December 27, 2025 was: Total Number of Shares Purchased (a) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) 9/28/2025 — 11/01/2025 4,121 $ 25.61 — $ 1,502 11/02/2025 — 11/29/2025 8,483 25.65 — 1,502 11/30/2025 — 12/27/2025 148 24.56 — 1,502 Total 12,752 — (a) Includes shares withheld for tax liabilities associated with the vesting of RSUs.
Under the program, shares may be repurchased in open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act, privately negotiated transactions, transactions structured through investment banking institutions, or other means. Item 6. [Reserved]. 25
Under the program, shares may be repurchased in open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act, privately negotiated transactions, transactions structured through investment banking institutions, or other means. Item 6. [Reserved]. 27
Companies included in the S&P Consumer Staples Food and Soft Drink Products index change periodically and are presented on the basis of the index as it is comprised on December 28, 2024.
Companies included in the S&P Consumer Staples Food and Soft Drink Products index change periodically and are presented on the basis of the index as it is comprised on December 27, 2025.
This graph covers the five-year period from December 27, 2019 (the last trading day of our fiscal year 2019) through December 27, 2024 (the last trading day of our fiscal year 2024). The graph shows total shareholder return assuming $100 was invested on December 27, 2019 and the dividends were reinvested on a daily basis.
This graph covers the five-year period from December 24, 2020 (the last trading day of our fiscal year 2020) through December 26, 2025 (the last trading day of our fiscal year 2025). The graph shows total shareholder return assuming $100 was invested on December 24, 2020 and the dividends were reinvested on a daily basis.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Our common stock is listed on The Nasdaq Stock Market LLC (Nasdaq) under the ticker symbol “KHC.” At February 8, 2025, there were approximately 34,653 holders of record of our common stock.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Our common stock is listed on The Nasdaq Stock Market LLC (Nasdaq) under the ticker symbol “KHC.” At February 7, 2026, there were approximately 32,000 holders of record of our common stock.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeBasis of Presentation 60 Note 2. Significant Accounting Policies 61 Note 3. New Accounting Standards 66 Note 4. Acquisitions and Divestitures 66 Note 5. Restructuring Activities 69 Note 6. Inventories 71 Note 7. Property, Plant and Equipment 71 Note 8. Goodwill and Intangible Assets 71 Note 9. Income Taxes 77 Note 10. Employees’ Stock Incentive Plans 80 Note 11.
Biggest changeBasis of Presentation 56 Note 2 . Significant Accounting Policies 57 Note 3 . Pr eviously Announced Separation Transaction 62 Note 4 . New Accounting Standards 63 Note 5 . Acquisitions and Divestitures 63 Note 6 . Restructuring Activities 64 Note 7 . Inventories 65 Note 8 . Property, Plant and Equipment 65 Note 9 .
Quantitative and Qualitative Disclosures about Market Risk. 50 Item 8. Financial Statements and Supplementary Data. 51 Report of Independent Registered Public Accounting Firm 51 Consolidated Statements of Income 55 Consolidated Statements of Comprehensive Income 56 Consolidated Balance Sheets 57 Consolidated Statements of Equity 58 Consolidated Statements of Cash Flows 59 Notes to Consolidated Financial Statements 60 Note 1.
Quantitative and Qualitative Disclosures about Market Risk. 47 Item 8. Financial Statements and Supplementary Data. 48 Report of Independent Registered Public Accounting Firm 48 Consolidated Statements of Income 51 Consolidated Statements of Comprehensive Income 52 Consolidated Balance Sheets 53 Consolidated Statements of Equity 54 Consolidated Statements of Cash Flows 55 Notes to Consolidated Financial Statements 56 Note 1.
Item 6. [Reserved]. 25 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 26 Overview 26 Consolidated Results of Operations 27 Results of Operations by Segment 31 Liquidity and Capital Resources 35 Commodity Trends 40 Critical Accounting Estimates 40 New Accounting Pronouncements 44 Contingencies 44 Non-GAAP Financial Measures 44 Item 7A.
Item 6. [Reserved]. 27 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 28 Overview 28 Consolidated Results of Operations 29 Results of Operations by Segment 31 Liquidity and Capital Resources 34 Commodity Trends 38 Critical Accounting Estimates 39 New Accounting Pronouncements 43 Contingencies 43 Non-GAAP Financial Measures 43 Item 7A.
Postemployment Benefits 84 Note 12. Financial Instruments 94 Note 13. Accumulated Other Comprehensive Income/(Losses) 99 Note 14. Financing Arrangements 103 Note 15. Commitments and Contingencies 103 Note 16. Debt 105 Note 17. Leases 107 Note 18. Capital Stock 109 Note 19. Earnings Per Share 110 Note 20. Segment Reporting 110 Note 21. Other Financial Data 115
Commitments and Contingencies 98 Note 1 7 . Debt 99 Note 1 8 . Leases 102 Note 1 9 . Capital Stock 103 Note 20 . Earnings Per Share 104 Note 2 1 . Segment Reporting 105 Note 2 2 . Other Financial Data 109
Added
Goodwill and Intangible Assets 66 Note 10 . Income Taxes 72 Note 1 1 . Employees’ Stock Incentive Plans 76 Note 1 2 . Postemployment Benefits 79 Note 1 3 . Financial Instruments 89 Note 1 4 . Accumulated Other Comprehensive Income/(Losses) 95 Note 1 5 . Financing Arrangements 97 Note 1 6 .

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

141 edited+28 added−64 removed51 unchanged
Biggest changeAdjusted EPS is defined as diluted EPS excluding, when they occur, the impacts of restructuring activities, deal costs, unrealized losses/(gains) on commodity hedges, impairment losses, certain non-ordinary course legal and regulatory matters, losses/(gains) on the sale of a business, other losses/(gains) related to acquisitions and divestitures (e.g., tax and hedging impacts), nonmonetary currency devaluation (e.g., remeasurement gains and losses), debt prepayment and extinguishment (benefit)/costs, and certain significant discrete income tax items, and including, when they occur, adjustments to reflect preferred stock dividend payments on an accrual basis. 45 The Kraft Heinz Company Reconciliation of Net Sales to Organic Net Sales (dollars in millions) (Unaudited) Net Sales Currency Acquisitions and Divestitures Organic Net Sales Price Volume/Mix 2024 North America $ 19,543 $ (27) $ — $ 19,570 International Developed Markets 3,535 13 — 3,522 Emerging Markets 2,768 (101) 12 2,857 Kraft Heinz $ 25,846 $ (115) $ 12 $ 25,949 2023 North America $ 20,126 $ — $ — $ 20,126 International Developed Markets 3,623 — — 3,623 Emerging Markets 2,891 77 67 2,747 Kraft Heinz $ 26,640 $ 77 $ 67 $ 26,496 Year-over-year growth rates North America (2.9) % (0.1) pp 0.0 pp (2.8) % 1.4 pp (4.2) pp International Developed Markets (2.4) % 0.4 pp 0.0 pp (2.8) % 0.0 pp (2.8) pp Emerging Markets (4.3) % (6.2) pp (2.1) pp 4.0 % 3.5 pp 0.5 pp Kraft Heinz (3.0) % (0.7) pp (0.2) pp (2.1) % 1.4 pp (3.5) pp 46 Net Sales Impact of Currency Impact of Acquisitions and Divestitures Impact of 53rd Week Organic Net Sales Price Volume/Mix 2023 North America 20,126 (65) — — 20,191 International Developed Markets 3,623 (15) 7 — 3,631 Emerging Markets 2,891 (88) 27 — 2,952 Kraft Heinz 26,640 (168) 34 — 26,774 2022 North America 20,340 — — 357 19,983 International Developed Markets 3,401 — 30 56 3,315 Emerging Markets 2,744 82 30 41 2,591 Kraft Heinz 26,485 82 60 454 25,889 Year-over-year growth rates North America (1.0) % (0.3) pp 0.0 pp (1.7) pp 1.0 % 7.5 pp (6.5) pp International Developed Markets 6.5 % (0.5) pp (0.7) pp (1.8) pp 9.5 % 15.6 pp (6.1) pp Emerging Markets 5.4 % (6.6) pp (0.2) pp (1.7) pp 13.9 % 10.9 pp 3.0 pp Kraft Heinz 0.6 % (0.9) pp (0.1) pp (1.8) pp 3.4 % 8.9 pp (5.5) pp 47 The Kraft Heinz Company Reconciliation of Operating Income/(Loss) to Adjusted Operating Income (in millions) (Unaudited) December 28, 2024 December 30, 2023 December 31, 2022 Operating income/(loss) 1,683 4,572 3,634 Restructuring activities 27 60 74 Deal costs — — 9 Unrealized losses/(gains) on commodity hedges (19) 1 63 Impairment losses 3,669 662 999 Certain non-ordinary course legal and regulatory matters — 2 210 Adjusted Operating Income $ 5,360 $ 5,297 $ 4,989 48 The Kraft Heinz Company Reconciliation of Diluted EPS to Adjusted EPS (Unaudited) December 28, 2024 December 30, 2023 December 31, 2022 Diluted EPS $ 2.26 $ 2.31 $ 1.91 Restructuring activities (a) 0.01 0.16 0.05 Unrealized losses/(gains) on commodity hedges (b) (0.01) — 0.04 Impairment losses (c) 2.58 0.50 0.70 Certain non-ordinary course legal and regulatory matters (d) — — 0.13 Losses/(gains) on sale of business (e) 0.05 — (0.01) Other losses/(gains) related to acquisitions and divestitures (f) — — (0.02) Nonmonetary currency devaluation (g) 0.01 0.02 0.01 Debt prepayment and extinguishment (benefit)/costs (h) — — (0.03) Certain significant discrete income tax items (i) (1.84) (0.01) — Adjusted EPS $ 3.06 $ 2.98 $ 2.78 (a) Gross expenses/(income) included in restructuring activities were expenses of $20 million ($18 million after-tax) in 2024, $225 million ($193 million after-tax) in 2023 and $74 million ($56 million after-tax) in 2022 and were recorded in the following income statement line items: • Cost of products sold included expenses of $8 million in 2024, $57 million in 2023 and $27 million in 2022; • SG&A included expenses of $19 million in 2024, $3 million in 2023, and $47 million in 2022; and • Other expense/(income) included income of $7 million in 2024 and expenses of $165 million in 2023.
Biggest changeAdjusted EPS is defined as diluted EPS excluding, when they occur, the impacts of restructuring activities, deal costs, separation costs, unrealized losses/(gains) on commodity hedges, impairment losses, certain non-ordinary course legal and regulatory matters, losses/(gains) on the sale of a business, other losses/(gains) related to acquisitions and divestitures (e.g., tax and hedging impacts), nonmonetary currency devaluation (e.g., remeasurement gains and losses), debt prepayment and extinguishment (benefit)/costs, and certain significant discrete income tax items, and including, when they occur, adjustments to reflect preferred stock dividend payments on an accrual basis. 43 The Kraft Heinz Company Reconciliation of Net Sales to Organic Net Sales (dollars in millions) (Unaudited) Net Sales Currency Acquisitions and Divestitures Organic Net Sales Price Volume/Mix 2025 North America $ 18,586 $ (35) $ — $ 18,621 International Developed Markets 3,539 73 — 3,466 Emerging Markets 2,817 15 — 2,802 Kraft Heinz $ 24,942 $ 53 $ — $ 24,889 2024 North America $ 19,543 $ — $ — $ 19,543 International Developed Markets 3,535 — — 3,535 Emerging Markets 2,768 80 10 2,678 Kraft Heinz $ 25,846 $ 80 $ 10 $ 25,756 Year-over-year growth rates North America (4.9) % (0.2) pp 0.0 pp (4.7) % 0.3 pp (5.0) pp International Developed Markets 0.1 % 2.0 pp 0.0 pp (1.9) % 0.9 pp (2.8) pp Emerging Markets 1.8 % (2.4) pp (0.4) pp 4.6 % 4.0 pp 0.6 pp Kraft Heinz (3.5) % (0.1) pp 0.0 pp (3.4) % 0.7 pp (4.1) pp 44 The Kraft Heinz Company Reconciliation of Operating Income/(Loss) to Adjusted Operating Income (in millions) (Unaudited) December 27, 2025 December 28, 2024 Operating income/(loss) $ (4,669) $ 1,683 Restructuring activities 13 27 Unrealized losses/(gains) on commodity hedges 35 (19) Impairment losses 9,306 3,669 Separation costs 60 — Adjusted Operating Income $ 4,745 $ 5,360 45 The Kraft Heinz Company Reconciliation of Diluted EPS to Adjusted EPS (Unaudited) December 27, 2025 December 28, 2024 Diluted EPS $ (4.93) $ 2.26 Restructuring activities (a) 0.02 0.01 Unrealized losses/(gains) on commodity hedges (b) 0.02 (0.01) Impairment losses (c) 7.31 2.58 Separation costs (d) 0.05 — Losses/(gains) on sale of business (e) 0.04 0.05 Nonmonetary currency devaluation (f) 0.03 0.01 Certain significant discrete income tax items (g) 0.06 (1.84) Adjusted EPS $ 2.60 $ 3.06 (a) Gross expenses/(income) included in restructuring activities were expenses of $21 million ($18 million after-tax) in 2025 and $20 million ($18 million after-tax) in 2024 and were recorded in the following income statement line items: • Cost of products sold included expenses of $1 million in 2025 and $8 million in 2024; • SG&A included expenses of $12 million in 2025 and $19 million in 2024; and • Other expense/(income) included expenses of $8 million in 2025 and income of $7 million in 2024.
Some of the more significant assumptions inherent in estimating the fair values include the estimated future annual net cash flows for each reporting unit (including net sales, cost of products sold, SG&A, depreciation and amortization, working capital, and capital expenditures), income tax rates, long-term growth rates, royalty rates, a discount rate that appropriately reflects the risks inherent in each future cash flow stream, and other market factors.
Some of the more significant assumptions inherent in estimating the fair values include the estimated future annual cash flows for each reporting unit (including net sales, cost of products sold, SG&A, depreciation and amortization, working capital, and capital expenditures), income tax rates, long-term growth rates, royalty rates, a discount rate that appropriately reflects the risks inherent in each future cash flow stream, and other market factors.
Some of the more significant assumptions inherent in estimating the fair values include the estimated future annual net sales for each brand, 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, a discount rate that reflects the level of risk associated with the future cost savings attributable to the brand, and management’s intent to invest in the brand indefinitely.
Some of the more significant assumptions inherent in estimating the fair values include the estimated future annual sales for each brand, 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, a discount rate that reflects the level of risk associated with the future cost savings attributable to the brand, and management’s intent to invest in the brand indefinitely.
The obligations of the Parent Guarantor will terminate and be of no further force or effect in the following circumstances: (i) (a) KHFC’s exercise of its legal defeasance option or, except in the case of a guarantee of any direct or indirect parent of KHFC, covenant defeasance option in accordance with the applicable indenture, or KHFC’s obligations under the applicable indenture have been discharged in accordance with the terms of the applicable indenture or (b) as specified in a supplemental indenture to the applicable indenture; and (ii) the Parent Guarantor has delivered to the trustee an officer’s certificate and an opinion of counsel, each stating that all conditions precedent provided for in the applicable indenture have been complied with.
The obligations of the Parent Guarantor will terminate and be of no further force or effect in the following circumstances: (i) (a) KHFC’s exercise of its legal defeasance option or, except in the case of a guarantee of any direct or indirect parent of KHFC, covenant defeasance option in accordance with the applicable indenture, or KHFC’s obligations under the applicable indenture have been discharged in accordance with the terms of the applicable indenture or (b) as specified in a supplemental indenture to the applicable indenture; and (ii) the Parent Guarantor has delivered to the trustee an officer’s certificate and an opinion of counsel, each stating that all conditions precedent provided for in the applicable indenture 37 have been complied with.
If current expectations of future growth rates and margins are not met, if market factors outside of our control, such as discount rates, market capitalization, income tax rates, foreign currency exchange rates, or inflation, 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 or brands might become impaired in the future.
If current expectations of future growth rates, royalty rates, and margins are not met, if market factors outside of our control change; such as discount rates, market capitalization, income tax rates, foreign currency exchange rates, or inflation, 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 or brands might become impaired in the future.
Segment Adjusted Operating Income is defined as operating income/(loss) excluding, when they occur, the impacts of 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, and certain non-ordinary course legal and regulatory matters.
Segment Adjusted Operating Income is defined as operating income/(loss) excluding, when they occur, the impacts of 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, separation costs, and certain non-ordinary course legal and regulatory matters.
Adjusted Operating Income is defined as operating income excluding, when they occur, the impacts 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, and certain non-ordinary course legal and regulatory matters.
Adjusted Operating Income is defined as operating income excluding, when they occur, the impacts restructuring activities, deal costs, separation 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, and certain non-ordinary course legal and regulatory matters.
(b) Represents long-term lending due from and long-term borrowings due to non-guarantor subsidiaries. Commodity Trends We purchase and use large quantities of commodities, including dairy products, meat products, tomato products, sugar and other sweeteners, soybean and vegetable oils, coffee beans, wheat and processed grains, eggs, and other fruits and vegetables to manufacture our products.
(b) Represents long-term lending due from and long-term borrowings due to non-guarantor subsidiaries. Commodity Trends We purchase and use large quantities of commodities, including dairy products, meat products, sugar and other sweeteners, coffee, tomato products, soybean and vegetable oils, eggs, other fruits and vegetables, and wheat and processed grains to manufacture our products.
In addition, we purchase and use significant quantities of plastics, cardboard, resin, glass, and metal to package our products, and we use electricity, diesel fuel, and natural gas in the manufacturing and distribution of our products. We continuously monitor worldwide supply and cost trends of these commodities.
In addition, we purchase and use significant quantities of plastics, resin, cardboard, glass, paper and metal to package our products, and we use electricity, diesel fuel, and natural gas in the manufacturing and distribution of our products. We continuously monitor worldwide supply and cost trends of these commodities.
GAAP. 44 To supplement the consolidated financial statements prepared in accordance with U.S. GAAP, we have presented Organic Net Sales, Adjusted Operating Income, and Adjusted EPS, which are considered non-GAAP financial measures.
To supplement the consolidated financial statements prepared in accordance with U.S. GAAP, we have presented Organic Net Sales, Adjusted Operating Income, and Adjusted EPS, which are considered non-GAAP financial measures.
Trade Payables Programs: In order to manage our cash flow and related liquidity, we work with our suppliers to optimize our terms and conditions, which 36 include the extension of payment terms.
Trade Payables Programs: In order to manage our cash flow and related liquidity, we work with our suppliers to optimize our terms and conditions, which include the extension of payment terms.
Beyond 2025, we are unable to reliably estimate the timing of contributions to our pension or postretirement plans. 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 or postretirement asset performance or interest rates, or other factors.
Beyond 2026, we are unable to reliably estimate the timing of contributions to our pension or postretirement plans. 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 or postretirement asset performance or interest rates, or other factors.
Contingencies See Note 15, Commitments and Contingencies , in Item 8, Financial Statements and Supplementary Data , for a discussion of our contingencies. Non-GAAP Financial Measures The non-GAAP financial measures we provide in this report should be viewed in addition to, and not as an alternative for, results prepared in accordance with U.S.
Contingencies See Note 16, Commitments and Contingencies , in Item 8, Financial Statements and Supplementary Data , for a discussion of our contingencies. Non-GAAP Financial Measures The non-GAAP financial measures we provide in this report should be viewed in addition to, and not as an alternative for, results prepared in accordance with U.S. GAAP.
Some of the more significant assumptions inherent in estimating the fair values include the estimated future annual net cash flows for each brand (including net sales, cost of products sold, and SG&A), contributory asset charges, income tax considerations, long-term growth rates, a discount rate that reflects the level of risk associated with the future earnings attributable to the brand, management’s intent to invest in the brand indefinitely, and other market factors.
Some of the more significant assumptions inherent in estimating the fair values include the estimated future annual cash flows for each brand (including net sales, cost of products sold, and SG&A), contributory asset charges, income tax considerations, long-term growth rates, a discount rate that reflects the level of risk associated with the future earnings attributable to the brand, and management’s intent to invest in the brand indefinitely.
See Note 2, Significant Accounting Policies, in Item 8, Financial Statements and Supplementary Data , for additional information. We apply highly inflationary accounting to the results of our subsidiaries in Venezuela, Argentina, Turkey, Egypt, and Nigeria, which are all in Emerging Markets.
See Note 2, Significant Accounting Policies, in Item 8, Financial Statements and Supplementary Data , for additional information. We apply highly inflationary accounting to the results of our subsidiaries in Turkey, Venezuela, and Egypt, which are all in Emerging Markets.
Description of the Company: We manufacture and market food and beverage products around the world through our eight consumer-driven product platforms: Taste Elevation, Easy Ready Meals, Hydration, Meats, Cheeses, Substantial Snacking, Desserts, Coffee, and other grocery products.
Description of the Company: We manufacture and market food and beverage products around the world through our eight consumer-driven product platforms: Taste Elevation, Easy Ready Meals, Substantial Snacking, Desserts, Hydration, Cheese, Coffee, Meats, and other grocery products.
Our reporting units and brands that were impaired in 2024, 2023, and 2022 were written down to their respective fair values resulting in zero excess fair value over carrying amount as of the applicable impairment test dates.
Our reporting units and brands that were impaired in 2025, 2024, and 2023 were written down to their respective fair values resulting in zero excess fair value over carrying amount as of the applicable impairment test dates.
Acquisitions and Divestitures: In 2024, we closed the sale of our infant nutrition business in Russia (the “Russia Infant Transaction”) and the sale of 100% of the equity interests in our Papua New Guinea subsidiary (the “Papua New Guinea Transaction”), both within Emerging Markets.
In 2024, we closed the sale of our infant nutrition business in Russia (the “Russia Infant Transaction”) and the sale of 100% of the equity interests in our Papua New Guinea subsidiary (the “Papua New Guinea Transaction”), both within Emerging Markets.
Certain other long-term liabilities related to income taxes, insurance accruals, and other accruals included on the consolidated balance sheet are excluded from the above table as we are unable to estimate the timing of payments for these items. Pension plan contributions were $7 million in 2024. We estimate that 2025 pension plan contributions will be approximately $6 million.
Certain other long-term liabilities related to income taxes, insurance accruals, and other accruals included on the consolidated balance sheet are excluded from the above table as we are unable to estimate the timing of payments for these items. Pension plan contributions were $5 million in 2025. We estimate that 2026 pension plan contributions will be approximately $6 million.
See Note 19, Earnings Per Share , in Item 8 , Financial Statements and Supplementary Data, for more information on our weighted average shares outstanding.
See Note 20, Earnings Per Share , in Item 8 , Financial Statements and Supplementary Data, for more information on our weighted average shares outstanding.
See Note 11, Postemployment Benefits, in Item 8, Financial Statements and Supplementary Data , for additional information on our pension and postretirement plans. Estimated future contributions take into consideration current economic conditions, which at this time are expected to have minimal impact on expected contributions for 2025.
See Note 12, Postemployment Benefits, in Item 8, Financial Statements and Supplementary Data , for additional information on our pension and postretirement plans. Estimated future contributions take into consideration current economic conditions, which at this time are expected to have minimal impact on expected contributions for 2026.
Any actuarial gains and losses in excess of the corridor are then amortized over an appropriate term based on whether the plan is active or inactive. For our postretirement benefit plans, our 2025 health care cost trend rate assumption will be 6.2%.
Any actuarial gains and losses in excess of the corridor are then amortized over an appropriate term based on whether the plan is active or inactive. For our postretirement benefit plans, our 2026 health care cost trend rate assumption will be 6.5%.
Our 2025 expected rate of return on plan assets will be 7.0% for our U.S. pension plans and 6.3% for our non-U.S. pension plans. We determine our expected rate of return on plan assets from the plan assets’ historical long-term investment performance, current and future asset allocation, and estimates of future long-term returns by asset class.
Our 2026 expected rate of return on plan assets will be 6.7% for our U.S. pension plans and 5.3% for our non-U.S. pension plans. We determine our expected rate of return on plan assets from the plan assets’ historical long-term investment performance, current and future asset allocation, and estimates of future long-term returns by asset class.
Additionally, any decisions to divest certain non-strategic assets has led, and could in the future lead, to goodwill or intangible asset impairments. As detailed in Note 8, Goodwill and Intangible Assets , in Item 8, Financial Statements and Supplementary Data , we recorded impairment losses related to goodwill and indefinite-lived intangible assets.
Additionally, any decisions to divest certain non-strategic assets could lead to future goodwill or intangible asset impairments. As detailed in Note 9, Goodwill and Intangible Assets , in Item 8, Financial Statements and Supplementary Data , we recorded impairment losses related to goodwill and indefinite-lived intangible assets.
See Note 4, Acquisitions and Divestitures , in Item 8, Financial Statements and Supplementary Data , for additional information on our acquisitions and divestitures.
See Note 5, Acquisitions and Divestitures , in Item 8, Financial Statements and Supplementary Data , for additional information on our acquisitions and divestitures.
However, as it is reasonably possible that changes in assumptions could occur, as a sensitivity measure, we have presented the estimated effects of isolated changes in discount rates, long-term growth rates, and royalty rates (for our brands valued utilizing the relief from royalty method) on the fair values of our reporting units and brands with 20% or less excess fair value over carrying amount.
However, as it is reasonably possible that changes in assumptions could occur, as a sensitivity measure, we have presented the estimated effects of isolated changes in discount rates, long-term growth rates, and royalty rates on the fair values of our reporting units and brands with 20% or less excess fair value over carrying amount.
We model these discount rates using a portfolio of high quality, fixed-income debt instruments with durations that match the expected future cash flows of the plans. Changes in our discount rates were primarily the result of changes in bond yields year-over-year. Our 2025 expected return on plan assets will be 6.3% (net of applicable taxes) for our postretirement plans.
We model these discount rates using a portfolio of high quality, fixed-income debt instruments with durations that match the expected future cash flows of the plans. Changes in our discount rates were primarily the result of changes in bond yields year-over-year. Our 2026 expected return on plan assets will be 5.9% (net of applicable taxes) for our postretirement plans.
The benefit in 2024 represents the recognition of a foreign deferred tax asset ($3.0 billion) and an associated valuation allowance ($0.6 billion) related to the transfer of business operations to a wholly-owned subsidiary in the Netherlands, partially offset by establishing a valuation allowance against deferred tax assets in our subsidiary in Brazil.
The benefit in 2024 represented the recognition of a foreign deferred tax asset ($3.0 billion) and an associated valuation allowance ($0.6 billion) related to the transfer of business operations to a wholly-owned subsidiary in the Netherlands, partially offset by the establishment of a valuation allowance against deferred tax assets in our subsidiary in Brazil. 46
The discount rates, long-term growth rates, and royalty rates (for our brands valued utilizing the relief from royalty method) used to estimate the fair values of our reporting units and our brands with 20% or less excess fair value over carrying amount, as well as the goodwill or brand carrying amounts, as of the latest test for each reporting unit and brand were as follows: Goodwill or Brands Carrying Amount (in billions) Discount Rate Long-Term Growth Rate Royalty Rate Minimum Maximum Minimum Maximum Minimum Maximum Reporting units $ 24.1 7.8 % 12.0 % 1.3 % 4.0 % Brands (excess earnings method) 13.2 8.3 % 8.6 % 1.3 % 1.8 % Brands (relief from royalty method) 3.6 8.4 % 9.3 % 0.5 % 2.0 % 4.0 % 20.0 % Assumptions used in impairment testing are made at a point in time and require significant judgment; therefore, they are subject to change based on the facts and circumstances present at each annual and interim impairment test date.
The discount rates, long-term growth rates, and royalty rates used to estimate the fair values of our reporting units and our brands with 20% or less excess fair value over carrying amount, as well as the goodwill or brand carrying amounts, as of the 2025 annual impairment test for each reporting unit and brand were as follows: Goodwill or Brands Carrying Amount (in billions) Discount Rate Long-Term Growth Rate Royalty Rate Minimum Maximum Minimum Maximum Minimum Maximum Reporting units $ 22.2 7.3 % 11.8 % 0.5 % 4.0 % Brands (excess earnings method) 11.3 8.5 % 8.8 % 0.5 % 2.0 % Brands (relief from royalty method) 3.7 8.8 % 9.3 % 0.5 % 2.0 % 7.0 % 20.0 % Assumptions used in impairment testing are made at a point in time and require significant judgment; therefore, they are subject to change based on the facts and circumstances present at each annual and interim impairment test date.
The amount of unrecognized deferred tax liabilities for local country withholding taxes that would be owed, if repatriated, related to our 2018 through 2024 accumulated earnings of certain international subsidiaries is approximately $80 million. Our undistributed historical earnings in foreign subsidiaries through December 31, 2017 are currently not considered to be indefinitely reinvested.
The amount of unrecognized deferred tax liabilities for local country withholding taxes that would be owed, if repatriated, related to our 2018 through 2025 accumulated earnings of certain international subsidiaries is approximately $65 million. Our undistributed historic earnings in foreign subsidiaries through December 31, 2017 are currently not considered to be indefinitely reinvested.
Results of Operations We disclose in this report certain non-GAAP financial measures. These non-GAAP financial measures assist management in comparing our performance on a consistent basis for purposes of business decision-making by removing the impact of certain items that management believes do not directly reflect our underlying operations.
These non-GAAP financial measures assist management in comparing our performance on a consistent basis for purposes of business decision-making by removing the impact of certain items that management believes do not directly reflect our underlying operations.
Segment Adjusted Operating Income is a financial measure 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 also uses Segment Adjusted Operating Income to allocate resources.
Segment Adjusted Operating Income is a financial measure 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.
We selected 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 guideline companies. We utilize the excess earnings method under the income approach to estimate the fair value of certain of our largest brands.
We select 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 a consideration of market multiples of certain peer and guideline companies. We utilize the excess earnings method under the income approach to estimate the fair value of certain of our largest brands.
As such, estimated pension and postretirement plan contributions for 2025 have been excluded from the above table. At December 28, 2024, the amount of net unrecognized tax benefits for uncertain tax positions, including an accrual of related interest and penalties along with positions only impacting the timing of tax benefits, was approximately $481 million.
As such, estimated pension and postretirement plan contributions for 2026 have been excluded from the above table. At December 27, 2025, the amount of net unrecognized tax benefits for uncertain tax positions, including an accrual of related interest and penalties along with positions only impacting the timing of tax benefits, was approximately $589 million.
Changes in the fair value of our plan assets result in net actuarial gains or losses. These net actuarial gains and losses are deferred into accumulated other comprehensive income/(losses) and amortized within other expense/(income) in future periods using the corridor approach. The corridor is 10% of the greater of the market-related value of the plan’s asset or projected benefit obligation.
These net actuarial gains and losses are deferred into accumulated other comprehensive income/(losses) and amortized within other expense/(income) in future periods using the corridor approach. The corridor is 10% of the greater of the market-related value of the plan’s asset or projected benefit obligation.
Accordingly, these and other reporting units and brands that had 20% or less excess fair value over carrying amount as of the 2024 annual impairment test have a heightened risk of future impairments if any assumptions, estimates, or market factors change in the future.
Our reporting units and brands that had 20% or less excess fair value over carrying amount as of the 2025 annual impairment test have a heightened risk of future impairments if any assumptions, estimates, or market factors change in the future.
Borrowing Arrangements: From time to time, we obtain funding through our commercial paper programs. We had no commercial paper outstanding at December 28, 2024, December 30, 2023, and December 31, 2022.
Borrowing Arrangements: From time to time, we obtain funding through our commercial paper programs. We had no commercial paper outstanding at December 27, 2025, December 28, 2024, and December 30, 2023.
See Note 16, Debt , in Item 8, Financial Statements and Supplementary Data , for additional information on our debt transactions and Note 18, Capital Stock , in Item 8, Financial Statements and Supplementary Data , for additional information on our share repurchase program.
See Note 17, Debt , in Item 8, Financial Statements and Supplementary Data , for additional information on our debt transactions and Note 19, Capital Stock , in Item 8, Financial Statements and Supplementary Data , for additional information on our share repurchase program.
Our deferred tax liability associated with these undistributed historical earnings was insignificant at December 28, 2024, December 30, 2023, and December 31, 2022, and relates to local withholding taxes that will be owed when this cash is distributed.
Our deferred tax liability associated with these undistributed historical earnings was insignificant at December 27, 2025, December 28, 2024, and December 30, 2023, and relates to local withholding taxes that would be owed when this cash is distributed.
We selected 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 guideline companies. We utilize the relief from royalty method under the income approach to estimate the fair value of our remaining brands.
We select 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 a consideration of market multiples of certain peer and guideline companies. 40 We utilize the relief from royalty method under the income approach to estimate the fair value of our remaining brands.
These estimated changes in fair value are not necessarily representative of the actual impairment that would be recorded in the event of a fair value decline. 42 If we had changed the assumptions used to estimate the fair value of our reporting units and brands with 20% or less excess fair value over carrying amount, as a result of the latest test for each of these reporting units and brands, these isolated changes, which are reasonably possible to occur, would have led to the following increase/(decrease) in the aggregate fair value of these reporting units and brands (in billions): Discount Rate Long-Term Growth Rate Royalty Rate 50-Basis-Point 25-Basis-Point 100-Basis-Point Increase Decrease Increase Decrease Increase Decrease Reporting units $ (4.0) $ 4.7 $ 2.0 $ (1.8) Brands (excess earnings method) (1.0) 1.1 0.4 $ (0.4) Brands (relief from royalty method) (0.2) 0.3 0.1 (0.1) $ 0.3 $ (0.3) Definite-lived intangible assets are amortized on a straight-line basis over the estimated periods benefited.
If we had changed the assumptions used to estimate the fair value of our reporting units and brands with 20% or less excess fair value over carrying amount, as a result of the 2025 annual impairment test for each of these reporting units and brands, these isolated changes, which are reasonably possible to occur, would have led to the following increase/(decrease) in the aggregate fair value of these reporting units and brands (in billions): Discount Rate Long-Term Growth Rate Royalty Rate 50-Basis-Point 25-Basis-Point 100-Basis-Point Increase Decrease Increase Decrease Increase Decrease Reporting units $ (3.5) $ 4.0 $ 1.7 $ (1.6) Brands (excess earnings method) (0.8) 1.0 0.4 (0.3) Brands (relief from royalty method) (0.3) 0.3 0.1 (0.1) $ 0.4 $ (0.4) Definite-lived intangible assets are amortized on a straight-line basis over the estimated periods benefited.
See below for discussion and analysis of our financial condition and results of operations for 2024 compared to 2023 and for 2023 compared to 2022.
See below for discussion and analysis of our financial condition and results of operations for 2025 compared to 2024.
Postretirement benefit plan contributions were $11 million in 2024. We estimate that 2025 postretirement benefit plan contributions will be approximately $11 million.
Postretirement benefit plan contributions were $10 million in 2025. We estimate that 2026 postretirement benefit plan contributions will be approximately $11 million.
See the Non-GAAP Financial Measures section at the end of this item. Fiscal Year 2024 Compared to Fiscal Year 2023: Net sales decreased 2.9% to $19.5 billion in 2024 compared to $20.1 billion in 2023, including the unfavorable impacts of foreign currency (0.1 pp).
See the Non-GAAP Financial Measures section at the end of this item. Fiscal Year 2025 Compared to Fiscal Year 2024: Net sales decreased 4.9% to $18.6 billion in 2025 compared to $19.5 billion in 2024, including the unfavorable impacts of foreign currency (0.2 pp).
Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. Our 2025 discount rate assumption will be 5.6% for service cost and 5.2% for interest cost for our postretirement plans.
Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. Our 2026 discount rate assumption will be 5.3% for service cost and 4.5% for interest cost for our postretirement plans.
See the Non-GAAP Financial Measures section at the end of this item. Fiscal Year 2024 Compared to Fiscal Year 2023: Net sales decreased 2.4% to $3.5 billion in 2024 compared to $3.6 billion in 2023, including the favorable impacts of foreign currency (0.4 pp).
See the Non-GAAP Financial Measures section at the end of this item. Fiscal Year 2025 Compared to Fiscal Year 2024: Net sales increased 0.1% to $3.5 billion in 2025 compared to $3.5 billion in 2024, including the favorable impacts of foreign currency (2.0 pp).
Plans 100-Basis-Point 100-Basis-Point Increase Decrease Increase Decrease Effect of change in discount rate on pension costs $ 8 $ (10) $ (3) $ 3 Effect of change in expected rate of return on plan assets on pension costs (28) 28 (13) 13 Effect of change in discount rate on postretirement costs — — (1) 1 Effect of change in expected rate of return on plan assets on postretirement costs (8) 8 — — Income Taxes: We compute our annual tax rate based on the statutory tax rates and tax planning opportunities available to us in the various jurisdictions in which we earn income.
Plans 100-Basis-Point 100-Basis-Point Increase Decrease Increase Decrease Effect of change in discount rate on pension costs $ 9 $ (4) $ (2) $ 3 Effect of change in expected rate of return on plan assets on pension costs (27) 27 (14) 14 Effect of change in discount rate on postretirement costs — — (1) 1 Effect of change in expected rate of return on plan assets on postretirement costs (6) 6 — — Income Taxes: We compute our annual tax rate based on the statutory tax rates and tax planning opportunities available to us in the various jurisdictions in which we earn income.
Cash Held by International Subsidiaries: Of the $1.3 billion cash and cash equivalents on our consolidated balance sheet at December 28, 2024, $781 million was held by international subsidiaries. Subsequent to January 1, 2018, we consider the unremitted earnings of certain international subsidiaries that impose local country taxes on dividends to be indefinitely reinvested.
Cash Held by International Subsidiaries: Of the $2.6 billion cash and cash equivalents on our consolidated balance sheet at December 27, 2025, $981 million was held by international subsidiaries. Subsequent to January 1, 2018, we consider the unremitted earnings of certain international subsidiaries that impose local country taxes on dividends to be indefinitely reinvested.
We review and adjust these estimates at least quarterly based on actual experience and other information. 40 Advertising expenses are recorded in 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.
We review and adjust these estimates at least quarterly based on actual experience and other information. 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.
Although the remaining brands, with a carrying amount of $16.9 billion, have more than 50% excess fair value over carrying amount as of the latest test for each brand, these amounts are also susceptible to impairments if any assumptions, estimates, or market factors significantly change in the future.
Although the remaining brands, with a carrying amount of $2.2 billion, have more than 50% excess fair value over carrying amount as of the 2025 annual impairment test, these amounts are also susceptible to impairments if any assumptions, estimates, or market factors significantly change in the future.
Cash Flow Activity for 2024 Compared to 2023: Net Cash Provided by/Used for Operating Activities: Net cash provided by operating activities was $4.2 billion for the year ended December 28, 2024 compared to $4.0 billion for the year ended December 30, 2023.
Cash Flow Activity for 2025 Compared to 2024: Net Cash Provided by/Used for Operating Activities: Net cash provided by operating activities was $4.5 billion for the year ended December 27, 2025 compared to $4.2 billion for the year ended December 28, 2024.
We had no commercial paper outstanding during the year ended December 28, 2024, and the maximum amount of commercial paper outstanding was $150 million during the year ended December 30, 2023 and $198 million during the year ended December 31, 2022.
We had no commercial paper outstanding during the years ended December 27, 2025 and December 28, 2024, and the maximum amount of commercial paper outstanding was $150 million during the year ended December 30, 2023.
See the Non-GAAP Financial Measures section at the end of this item. Fiscal Year 2024 Compared to Fiscal Year 2023: Operating income/(loss) decreased 63.2% to $1.7 billion in 2024 compared to $4.6 billion in 2023, due to non-cash impairment losses that were $3.0 billion higher in the current year period.
See the Non-GAAP Financial Measures section at the end of this item. Fiscal Year 2025 Compared to Fiscal Year 2024: Operating income/(loss) decreased 377.4% to a loss of $4.7 billion in 2025 compared to income of $1.7 billion in 2024, primarily due to non-cash impairment losses that were $5.6 billion higher in the current year period.
The amounts outstanding under these programs were $745 million at December 28, 2024 and $819 million at December 30, 2023. The amounts were included in trade payables on our consolidated balance sheets. See Note 14, Financing Arrangements , in Item 8, Financial Statements and Supplementary Data , for additional information on our trade payables programs.
The amounts outstanding under these programs were $755 million at December 27, 2025 and $745 million at December 28, 2024. The amounts were included in accounts payable on our consolidated balance sheets. See Note 15, Financing Arrangements , in Item 8, Financial Statements and Supplementary Data , for additional information on our trade payables programs.
Liquidity and Capital Resources We believe that cash generated from our operating activities, commercial paper programs, and Senior Credit Facility will provide sufficient liquidity to meet our working capital needs, repayments of long-term debt, future contractual obligations, payment of our anticipated quarterly dividends, planned capital expenditures, restructuring expenditures, and contributions to our postemployment benefit plans for the next 12 months.
Liquidity and Capital Resources We believe that cash generated from our operating activities, as well as our access to other potential sources of liquidity including our available-for-sale debt securities, commercial paper programs, and our senior unsecured revolving credit facility (the “Senior Credit Facility”) will provide sufficient liquidity to meet our working capital needs, repayments of long-term debt, future contractual obligations, payment of our anticipated quarterly dividends, planned capital expenditures, restructuring expenditures, and contributions to our postemployment benefit plans for the next 12 months.
We selected 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 guideline companies.
We select 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 a consideration of market multiples of certain peer and guideline companies.
(b) Gross expenses/(income) included in unrealized losses/(gains) on commodity hedges were income of $19 million ($15 million after-tax) in 2024, expenses of $1 million ($1 million after-tax) in 2023 and expenses of $63 million ($48 million after-tax) in 2022 and were recorded in cost of products sold.
(b) Gross expenses/(income) included in unrealized losses/(gains) on commodity hedges were expenses of $35 million ($26 million after-tax) in 2025 and income of $19 million ($15 million after-tax) in 2024 and were recorded in cost of products sold.
Arrangements are considered purchase obligations if a contract specifies all significant terms, including fixed or minimum quantities to be purchased, a pricing structure, and approximate timing of the transaction. Several of these obligations are long-term and are based on minimum purchase requirements.
Other purchase obligations include commitments for marketing, advertising, capital expenditures, information technology, and professional services. Arrangements are considered purchase obligations if a contract specifies all significant terms, including fixed or minimum quantities to be purchased, a pricing structure, and approximate timing of the transaction. Several of these obligations are long-term and are based on minimum purchase requirements.
December 28, 2024 December 30, 2023 $ Change % Change Diluted EPS $ 2.26 $ 2.31 $ (0.05) (2.2) % Restructuring activities 0.01 0.16 (0.15) Unrealized losses/(gains) on commodity hedges (0.01) — (0.01) Impairment losses 2.58 0.50 2.08 Losses/(gains) on sale of business 0.05 — 0.05 Nonmonetary currency devaluation 0.01 0.02 (0.01) Certain significant discrete income tax items (1.84) (0.01) (1.83) Adjusted EPS (a) $ 3.06 $ 2.98 $ 0.08 2.7 % Key drivers of change in Adjusted EPS (a) : Results of operations $ 0.04 Effect of common stock repurchases (b) : 0.04 Other expense/(income) 0.01 Effective tax rate (0.01) $ 0.08 (a) Adjusted EPS is a non-GAAP financial measure.
December 27, 2025 December 28, 2024 $ Change % Change Diluted EPS $ (4.93) $ 2.26 $ (7.19) (318.1) % Restructuring activities 0.02 0.01 0.01 Unrealized losses/(gains) on commodity hedges 0.02 (0.01) 0.03 Impairment losses 7.31 2.58 4.73 Separation costs 0.05 — 0.05 Losses/(gains) on sale of business 0.04 0.05 (0.01) Nonmonetary currency devaluation 0.03 0.01 0.02 Certain significant discrete income tax items 0.06 (1.84) 1.90 Adjusted EPS (a) $ 2.60 $ 3.06 $ (0.46) (15.0) % Key drivers of change in Adjusted EPS (a) : Results of operations $ (0.40) Effect of common stock repurchases (b) : 0.06 Interest expense (0.02) Other expense/(income) 0.05 Effective tax rate (0.15) $ (0.46) (a) Adjusted EPS is a non-GAAP financial measure.
See the Non-GAAP Financial Measures section at the end of this item. Fiscal Year 2024 Compared to Fiscal Year 2023: Net sales decreased 4.3% to $2.8 billion in 2024 compared to $2.9 billion in 2023, including the unfavorable impacts of foreign currency (6.2 pp) and acquisitions and divestitures (2.1 pp).
See the Non-GAAP Financial Measures section at the end of this item. Fiscal Year 2025 Compared to Fiscal Year 2024: Net sales decreased 3.5% to $24.9 billion in 2025 compared to $25.8 billion in 2024, including the unfavorable impacts of foreign currency (0.1 pp).
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.
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. 39 Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors.
However, there has been, and we expect that there could continue to be, a difference between the timing of when these beneficial actions impact our results of operations and when the cost inflation is incurred.
However, there has been, and we expect that there could continue to be, a difference between the timing of when these beneficial, mitigative actions impact our results of operations and when the cost inflation is incurred. Additionally, the pricing actions we have taken have, in some instances, negatively impacted, and could continue to negatively impact, our market share.
We attempt to maintain our target asset allocation by re-balancing between asset classes as we make contributions and monthly benefit payments. 43 While we do not anticipate further changes in the 2025 assumptions for our U.S. and non-U.S. pension and postretirement benefit plans, as a sensitivity measure, a 100-basis-point change in our discount rate or a 100-basis-point change in the expected rate of return on plan assets would have the following effects, increase/(decrease) in cost (in millions): U.S.
While we do not anticipate further changes in the 2026 assumptions for our U.S. and non-U.S. pension and postretirement benefit plans, as a sensitivity measure, a 100-basis-point change in our discount rate or a 100-basis-point change in the expected rate of return on plan assets would have the following effects, increase/(decrease) in cost (in millions): U.S. Plans Non-U.S.
We have reflected this change from Segment Adjusted EBITDA to Segment Adjusted Operating Income in all historical periods presented. 31 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.
Management also uses Segment Adjusted Operating Income to allocate resources. 31 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.
Our 2025 discount rate assumption will be 6.0% for service cost and 5.5% for interest cost for our U.S. pension plans and 5.9% for service cost and 5.3% for interest cost for our non-U.S. pension plans.
Our 2026 discount rate assumption will be 5.7% for service cost and 4.8% for interest cost for our U.S. pension plans and 5.8% for service cost and 5.0% for interest cost for our non-U.S. pension plans.
See Note 15, Commitments and Contingencies , in Item 8, Financial Statements and Supplementary Data , for additional information on our legal proceedings and See Note 11, Postemployment Benefits , in Item 8 for more additional information on our postemployment benefit plans activities. 35 Net Cash Provided by/Used for Investing Activities: Net cash used for investing activities was $1.0 billion for the year ended December 28, 2024 compared to net cash used for investing activities of $916 million for the year ended December 30, 2023.
See Note 12, Postemployment Benefits , in Item 8, Financial Statements and Supplementary Data , for additional information on our postemployment benefit plans activities. 34 Net Cash Provided by/Used for Investing Activities: Net cash used for investing activities was $1.8 billion for the year ended December 27, 2025 compared to $1.0 billion for the year ended December 28, 2024.
See the Non-GAAP Financial Measures section at the end of this item. 29 Fiscal Year 2024 Compared to Fiscal Year 2023: Diluted EPS decreased 2.2% to $2.26 in 2024 compared to $2.31 in 2023, primarily driven by the net income/(loss) factors discussed above and the favorable impact of our common stock repurchases.
See the Non-GAAP Financial Measures section at the end of this item. 30 Fiscal Year 2025 Compared to Fiscal Year 2024: Diluted EPS decreased 318.1% to $(4.93) in 2025 compared to $2.26 in 2024, primarily due to the net income/(loss) factors discussed above, which more than offset the favorable impact of our common stock repurchases.
During the year ended December 28, 2024, we experienced increases in certain commodity costs, particularly for tomato products, and soybean and vegetable oils, while costs for dairy products and coffee decreased.
During the year ended December 27, 2025, we experienced increases in certain commodity costs, particularly for coffee, meats, and eggs while costs for cheese and dairy products and tomato products decreased.
This decrease was due to unfavorable changes in operating income/(loss) factors discussed above, which more than offset a lower effective tax rate in the current period and the favorable changes in other expense/(income). • Our effective tax rate was a benefit of 220.5% in 2024 compared to an expense of 21.7% in 2023.
This decrease was due to the unfavorable changes in operating income/(loss) factors discussed above, higher income tax expense and higher interest expense, partially offset by favorable changes in other expense/(income). • Our effective tax rate was an expense of 7.4% on pre-tax loss in 2025 compared to a benefit of 220.5% on pre-tax income in 2024.
We expect 2025 capital expenditures to be approximately $1.0 billion. Net Cash Provided by/Used for Financing Activities: Net cash used for financing activities was $3.0 billion for the year ended December 28, 2024 compared to $2.7 billion for the year ended December 30, 2023.
Net Cash Provided by/Used for Financing Activities: Net cash used for financing activities was $1.3 billion for the year ended December 27, 2025 compared to $3.0 billion for the year ended December 28, 2024.
In July 2022, together with KHFC, our 100% owned operating subsidiary, we entered into a new credit agreement (the “Credit Agreement”), which provides for a five-year senior unsecured revolving credit facility in an aggregate amount of $4.0 billion (the “Senior Credit Facility”) and replaced our then-existing credit facility (the “Previous Senior Credit Facility”).
Together with Kraft Heinz Food Company (“KHFC”), our 100% owned operating subsidiary, we have a credit agreement (the “Credit Agreement”), which provides for a five-year senior unsecured revolving credit facility in an aggregate amount of $4.0 billion (the “Senior Credit Facility”).
Supplemental Guarantor Information: The Kraft Heinz Company (as the “Parent Guarantor”) fully and unconditionally guarantees all the senior unsecured registered notes (collectively, the “KHFC Senior Notes”) issued by KHFC, our 100% owned operating subsidiary (the “Guarantee”).
Supplemental Guarantor Information: The Kraft Heinz Company (as the “Parent Guarantor”) fully and unconditionally guarantees all the senior unsecured registered notes (collectively, the “KHFC Senior Notes”) issued by KHFC, our 100% owned operating subsidiary (the “Guarantee”). See Note 17, Debt , in Item 8, Financial Statements and Supplementary Data , for additional descriptions of these guarantees.
However, we do not fully hedge against changes in commodity prices, and our hedging strategies may not protect us from increases in specific raw material costs. As a result of these risk management strategies, our commodity costs may not immediately correlate with market price trends.
However, we do not fully hedge against changes in commodity prices, and our hedging strategies may not protect us from increases in specific raw material costs.
Interest on variable rate long-term debt is calculated based on interest rates at December 28, 2024. (b) Amounts represent the expected cash payments of our finance leases, including expected cash payments of interest expense. (c) Operating leases represent the minimum rental commitments under non-cancellable operating leases net of sublease income.
Interest on variable rate long-term debt is calculated based on interest rates at December 27, 2025. (b) Amounts represent the expected cash payments of our finance leases, including expected cash payments of interest expense.
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.
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. 42 New Accounting Pronouncements See Note 4, New Accounting Standards , in Item 8, Financial Statements and Supplementary Data , for a discussion of new accounting pronouncements.
Our credit agreement contains customary 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. We were in compliance with all financial covenants as of December 28, 2024.
No amounts were drawn on our Senior Credit Facility during the years ended December 27, 2025, December 28, 2024 or December 30, 2023. 35 Our credit agreement contains customary 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.
Additionally, in the first quarter of 2025, our Board declared a cash dividend of $0.40 per share of common stock, which is payable on March 28, 2025 to stockholders of record on March 7, 2025.
Equity and Dividends: We paid dividends on our common stock of $1.9 billion in 2025 and 2024 and $2.0 billion in 2023. Additionally, in the first quarter of 2026, our Board declared a cash dividend of $0.40 per share of common stock, which is payable on March 27, 2026 to stockholders of record on March 6, 2026.
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 and brands requires us to make assumptions and estimates regarding our future plans, as well as industry, economic, and regulatory conditions.
Estimating the fair value of individual reporting units and brands requires us to make assumptions and estimates regarding our future plans, as well as industry, economic, and regulatory conditions, and to consider the market multiples of certain peer and guideline companies.
(e) Gross expenses/(income) included in losses/(gains) on sale of business were expenses of $81 million ($60 million after-tax) in 2024, income of $4 million (expenses of $3 million after-tax) in 2023, and income of $25 million ($17 million after-tax) in 2022 and were recorded in other expense/(income).
(d) Gross expenses recorded in separation costs were $60 million ($53 million after-tax) in 2025 and were recorded in SG&A. (e) Gross expenses/(income) included in losses/(gains) on sale of business were expenses of $42 million ($42 million after-tax) in 2025 and expenses of $81 million ($60 million after-tax) in 2024 and were recorded in other expense/(income).
Drivers of the changes in net sales and Organic Net Sales were: Net Sales Currency Acquisitions and Divestitures 53rd Week Organic Net Sales Price Volume/Mix 2024 Compared to 2023 North America (2.9) % (0.1) pp 0.0 pp 0.0 pp (2.8) % 1.4 pp (4.2) pp International Developed Markets (2.4) % 0.4 pp 0.0 pp 0.0 pp (2.8) % 0.0 pp (2.8) pp Emerging Markets (4.3) % (6.2) pp (2.1) pp 0.0 pp 4.0 % 3.5 pp 0.5 pp Kraft Heinz (3.0) % (0.7) pp (0.2) pp 0.0 pp (2.1) % 1.4 pp (3.5) pp 2023 Compared to 2022 North America (1.0) % (0.3) pp 0.0 pp (1.7) pp 1.0 % 7.5 pp (6.5) pp International Developed Markets 6.5 % (0.5) pp (0.7) pp (1.8) pp 9.5 % 15.6 pp (6.1) pp Emerging Markets 5.4 % (6.6) pp (0.2) pp (1.7) pp 13.9 % 10.9 pp 3.0 pp Kraft Heinz 0.6 % (0.9) pp (0.1) pp (1.8) pp 3.4 % 8.9 pp (5.5) pp 32 Adjusted Operating Income: December 28, 2024 December 30, 2023 December 31, 2022 (in millions) Segment Adjusted Operating Income: North America $ 5,111 $ 5,050 $ 4,735 International Developed Markets 537 522 522 Emerging Markets 321 376 319 General corporate expenses (609) (651) (587) Restructuring activities (27) (60) (74) Deal costs — — (9) Unrealized gains/(losses) on commodity hedges 19 (1) (63) Impairment losses (3,669) (662) (999) Certain non-ordinary course legal and regulatory matters — (2) (210) Operating income/(loss) 1,683 4,572 3,634 Interest expense 912 912 921 Other expense/(income) (85) 27 (253) Income/(loss) before income taxes $ 856 $ 3,633 $ 2,966 North America: 2024 Compared to 2023 2023 Compared to 2022 December 28, 2024 December 30, 2023 % Change December 30, 2023 December 31, 2022 % Change (in millions) (in millions) Net sales $ 19,543 $ 20,126 (2.9) % $ 20,126 $ 20,340 (1.0) % Organic Net Sales (a) 19,570 20,126 (2.8) % 20,191 19,983 1.0 % Segment Adjusted Operating Income 5,111 5,050 1.2 % 5,050 4,735 6.7 % (a) Organic Net Sales is a non-GAAP financial measure.
Drivers of the changes in net sales and Organic Net Sales were: Net Sales Currency Acquisitions and Divestitures Organic Net Sales Price Volume/Mix 2025 Compared to 2024 North America (4.9) % (0.2) pp 0.0 pp (4.7) % 0.3 pp (5.0) pp International Developed Markets 0.1 % 2.0 pp 0.0 pp (1.9) % 0.9 pp (2.8) pp Emerging Markets 1.8 % (2.4) pp (0.4) pp 4.6 % 4.0 pp 0.6 pp Kraft Heinz (3.5) % (0.1) pp 0.0 pp (3.4) % 0.7 pp (4.1) pp 32 Adjusted Operating Income: December 27, 2025 December 28, 2024 (in millions) Segment Adjusted Operating Income: North America $ 4,389 $ 5,111 International Developed Markets 543 537 Emerging Markets 341 321 General corporate expenses (528) (609) Restructuring activities (13) (27) Unrealized gains/(losses) on commodity hedges (35) 19 Impairment losses (9,306) (3,669) Separation costs (60) — Operating income/(loss) $ (4,669) $ 1,683 Interest expense 947 912 Other expense/(income) (171) (85) Income/(loss) before income taxes $ (5,445) $ 856 North America: December 27, 2025 December 28, 2024 % Change (in millions) Net sales $ 18,586 $ 19,543 (4.9) % Organic Net Sales (a) 18,621 19,543 (4.7) % Segment Adjusted Operating Income 4,389 5,111 (14.1) % (a) Organic Net Sales is a non-GAAP financial measure.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

3 edited+0 added−1 removed8 unchanged
Biggest changeEffect of Hypothetical 10% Fluctuation in Market Prices: The potential gain or loss on the fair value of our outstanding commodity contracts, foreign exchange contracts, and cross-currency swap contracts, assuming a hypothetical 10% fluctuation in commodity prices and foreign currency exchange rates, would have been (in millions): December 28, 2024 December 30, 2023 Commodity contracts $ 81 $ 77 Foreign currency contracts 165 37 Cross-currency swap contracts 71 115 It should be noted that any change in the fair value of our derivative contracts, real or hypothetical, would be significantly offset by an inverse change in the value of the underlying hedged items.
Biggest changeEffect of Hypothetical 10% Fluctuation in Market Prices: The potential gain or loss on the fair value of our outstanding commodity contracts, foreign exchange contracts, and cross-currency swap contracts, assuming a hypothetical 10% fluctuation in commodity prices and foreign currency exchange rates, would have been (in millions): December 27, 2025 December 28, 2024 Commodity contracts $ 86 $ 81 Foreign currency contracts 240 165 Cross-currency swap contracts 176 71 It should be noted that any change in the fair value of our derivative contracts, real or hypothetical, would be significantly offset by an inverse change in the value of the underlying hedged items.
Changes in our portfolio of financial instruments are a function of our results of operations, debt repayments and debt issuances, market effects on debt and foreign currency, and our acquisition and divestiture activities.
Changes in our portfolio of financial instruments are a function of our results of operations, debt repayments and debt issuances, market effects on debt and foreign currency, and our acquisition and divestiture activities. 47
See Note 2, Significant Accounting Policies , and Note 12, Financial Instruments , in Item 8, Financial Statements and Supplementary Data , for details of our market risk management policies and the financial instruments used to hedge those exposures.
See Note 2, Significant Accounting Policies , and Note 13, Financial Instruments , in Item 8, Financial Statements and Supplementary Data , for details of our market risk management policies and the financial instruments used to hedge those exposures.
Removed
Effect of Hypothetical 1% Fluctuation in EURIBOR: Based on our current variable rate debt balance as of December 28, 2024, a hypothetical 1% increase in EURIBOR would have an insignificant impact on our annual interest expense. 50

Other KHC 10-K year-over-year comparisons